Item 8. Financial Statements and Supplementary Data

Our Consolidated Financial Statements and the related reports of our independent registered public accounting firm thereon are included in this Annual Report on Form 10-K on the pages indicated below:

		Page
Report of Management		40
Reports of Independent Registered Public Accounting Firm		41
Consolidated Statements of Operations for each of the years in the three-year period ended December 28, 2013		43
Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 28, 2013		44
Consolidated Balance Sheets as of December 28, 2013 and December 29, 2012		45
Consolidated Statements of Shareholders’ Equity for each of the years in the three-year period ended December 28, 2013		46
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 28, 2013		47
Notes to the Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies		49
Note 2. Business Acquisitions, Goodwill and Intangible Assets		53
Note 3. Accounts Receivable and Finance Receivables		55
Note 4. Inventories		58
Note 5. Property, Plant and Equipment, Net		58
Note 6. Accrued Liabilities		58
Note 7. Debt and Credit Facilities		59
Note 8. Derivative Instruments and Fair Value Measurements		60
Note 9. Shareholders’ Equity		62
Note 10. Share-Based Compensation		65
Note 11. Retirement Plans		67
Note 12. Income Taxes		71
Note 13. Contingencies and Commitments		74
Note 14. Supplemental Cash Flow Information		74
Note 15. Segment and Geographic Data		75
Supplementary Information:
Quarterly Data for 2013 and 2012 (Unaudited)		77
Schedule II – Valuation and Qualifying Accounts		78

All other schedules are omitted either because they are not applicable or not required or because the required information is included in the financial statements or notes thereto.

Report of Management

Management is responsible for the integrity and objectivity of the financial data presented in this Annual Report on Form 10-K. The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles and include amounts based on management’s best estimates and judgments. Management also is responsible for establishing and maintaining adequate internal control over financial reporting for Textron Inc. as such term is defined in Exchange Act Rules 13a-15(f). With the participation of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework). Based on our evaluation under the framework in Internal Control – Integrated Framework, we have concluded that Textron Inc. maintained, in all material respects, effective internal control over financial reporting as of December 28, 2013.

The independent registered public accounting firm, Ernst & Young LLP, has audited the Consolidated Financial Statements of Textron Inc. and has issued an attestation report on Textron’s internal controls over financial reporting as of December 28, 2013, as stated in its reports, which are included herein.

We conduct our business in accordance with the standards outlined in the Textron Business Conduct Guidelines, which are communicated to all employees. Honesty, integrity and high ethical standards are the core values of how we conduct business. Every Textron business prepares and carries out an annual Compliance Plan to ensure these values and standards are maintained. Our internal control structure is designed to provide reasonable assurance, at appropriate cost, that assets are safeguarded and that transactions are properly executed and recorded. The internal control structure includes, among other things, established policies and procedures, an internal audit function, and the selection and training of qualified personnel. Textron’s management is responsible for implementing effective internal control systems and monitoring their effectiveness, as well as developing and executing an annual internal control plan.

The Audit Committee of our Board of Directors, on behalf of the shareholders, oversees management’s financial reporting responsibilities. The Audit Committee consists of six directors who are not officers or employees of Textron and meets regularly with the independent auditors, management and our internal auditors to review matters relating to financial reporting, internal accounting controls and auditing.

/s/ Scott C. Donnelly		/s/ Frank T. Connor
Scott C. Donnelly		Frank T. Connor
Chairman, President and Chief Executive Officer		Executive Vice President and Chief Financial Officer
February 14, 2014

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Textron Inc.

We have audited Textron Inc.’s internal control over financial reporting as of December 28, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (the COSO criteria). Textron Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Textron Inc. maintained, in all material respects, effective internal control over financial reporting as of December 28, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheets of Textron Inc. as of December 28, 2013 and December 29, 2012, and the related Consolidated Statements of Operations, Comprehensive Income (Loss), Shareholders’ Equity and Cash Flows for each of the three years in the period ended December 28, 2013 of Textron Inc. and our report dated February 14, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 14, 2014

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Textron Inc.

We have audited the accompanying Consolidated Balance Sheets of Textron Inc. as of December 28, 2013 and December 29, 2012, and the related Consolidated Statements of Operations, Comprehensive Income (Loss), Shareholders’ Equity and Cash Flows for each of the three years in the period ended December 28, 2013. Our audits also included the financial statement schedule contained on page 78. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 consolidated financial position of Textron Inc. at December 28, 2013 and December 29, 2012 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 28, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Textron Inc.’s internal control over financial reporting as of December 28, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated February 14, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 14, 2014

Consolidated Statements of Operations

For each of the years in the three-year period ended December 28, 2013

(In millions, except per share data)			2013				2012			2011
Revenues
Manufacturing revenues			$	11,972			$	12,022		$	11,172
Finance revenues			132				215			103
Total revenues			12,104				12,237			11,275
Costs, expenses and other
Cost of sales			10,131				10,019			9,308
Selling and administrative expense			1,126				1,165			1,195
Interest expense			173				212			246
Valuation allowance on transfer of Golf Mortgage portfolio to held for sale			—				—			186
Other losses, net			—				—			3
Total costs, expenses and other			11,430				11,396			10,938
Income from continuing operations before income taxes			674				841			337
Income tax expense			176				260			95
Income from continuing operations			498				581			242
Income from discontinued operations, net of income taxes			—				8			—
Net income			$	498			$	589		$	242
Basic earnings per share
Continuing operations			$	1.78			$	2.07		$	0.87
Discontinued operations			—				0.03			—
Basic earnings per share			$	1.78			$	2.10		$	0.87
Diluted earnings per share
Continuing operations			$	1.75			$	1.97		$	0.79
Discontinued operations			—				0.03			—
Diluted earnings per share			$	1.75			$	2.00		$	0.79

See Notes to the Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income (Loss)

For each of the years in the three-year period ended December 28, 2013

(In millions)			2013				2012			2011
Net income			$	498			$	589		$	242
Other comprehensive income (loss), net of tax:
Pension and postretirement benefits adjustments, net of reclassifications			747				(146		)	(286		)
Deferred gains/losses on hedge contracts, net of reclassifications			(16		)		(1		)	(20		)
Foreign currency translation adjustments			12				2			(3		)
Other comprehensive income (loss)			743				(145		)	(309		)
Comprehensive income (loss)			$	1,241			$	444		$	(67	)

See Notes to the Consolidated Financial Statements.

Consolidated Balance Sheets

(In millions, except share data)			December 28, 2013				December 29, 2012
Assets
Manufacturing group
Cash and equivalents			$	1,163			$	1,378
Accounts receivable, net			979				829
Inventories			2,963				2,712
Other current assets			467				470
Total current assets			5,572				5,389
Property, plant and equipment, net			2,215				2,149
Goodwill			1,735				1,649
Other assets			1,697				1,524
Total Manufacturing group assets			11,219				10,711
Finance group
Cash and equivalents			48				35
Finance receivables, net			1,493				1,990
Other assets			184				297
Total Finance group assets			1,725				2,322
Total assets			$	12,944			$	13,033
Liabilities and shareholders’ equity
Liabilities
Manufacturing group
Current portion of long-term debt			$	8			$	535
Accounts payable			1,107				1,021
Accrued liabilities			1,888				1,956
Total current liabilities			3,003				3,512
Other liabilities			2,118				2,798
Long-term debt			1,923				1,766
Total Manufacturing group liabilities			7,044				8,076
Finance group
Other liabilities			260				280
Debt			1,256				1,686
Total Finance group liabilities			1,516				1,966
Total liabilities			8,560				10,042
Shareholders’ equity
Common stock (282.1 million and 282.6 million shares issued, respectively, and 282.1 million and 271.3 million shares outstanding, respectively)			35				35
Capital surplus			1,331				1,177
Retained earnings			4,045				3,824
Accumulated other comprehensive loss			(1,027		)		(1,770		)
			4,384				3,266
Less cost of treasury shares			—				275
Total shareholders’ equity			4,384				2,991
Total liabilities and shareholders’ equity			$	12,944			$	13,033

See Notes to the Consolidated Financial Statements.

Consolidated Statements of Shareholders’ Equity

(In millions, except per share data)		Common Stock			Capital Surplus			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at January 1, 2011		$	35		$	1,301		$	3,037		$	(85	)	$	(1,316	)	$	2,972
Net income								242									242
Other comprehensive loss														(309		)	(309		)
Dividends declared ($0.08 per share)								(22		)							(22		)
Purchases/conversions of convertible notes					(179		)				(3		)				(182		)
Amendment of call option/warrant transactions and purchase of capped call					(30		)										(30		)
Share-based compensation activity					(11		)				85						74
Balance at December 31, 2011		35			1,081			3,257			(3		)	(1,625		)	2,745
Net income								589									589
Other comprehensive loss														(145		)	(145		)
Dividends declared ($0.08 per share)								(22		)							(22		)
Share-based compensation activity					96												96
Purchases of common stock											(272		)				(272		)
Balance at December 29, 2012		35			1,177			3,824			(275		)	(1,770		)	2,991
Net income								498									498
Other comprehensive income														743			743
Dividends declared ($0.08 per share)								(22		)							(22		)
Share-based compensation activity					99												99
Purchases/conversions of convertible notes		2			39						(41		)				—
Settlement of capped call					75												75
Retirement of treasury stock		(2		)	(59		)	(255		)	316						—
Balance at December 28, 2013		$	35		$	1,331		$	4,045		$	—		$	(1,027	)	$	4,384

See Notes to the Consolidated Financial Statements.

Consolidated Statements of Cash Flows

For each of the years in the three-year period ended December 28, 2013

		Consolidated
(In millions)			2013				2012			2011
Cash flows from operating activities
Net income			$	498			$	589		$	242
Less: Income from discontinued operations			—				8			—
Income from continuing operations			498				581			242
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Non-cash items:
Depreciation and amortization			389				383			403
Deferred income taxes			86				171			81
Portfolio losses on finance receivables			29				68			102
Valuation allowance on finance receivables held for sale			(31		)		(76		)	202
Goodwill and other asset impairment charges			—				—			59
Other, net			63				94			178
Changes in assets and liabilities:
Accounts receivable, net			(118		)		32			36
Inventories			(118		)		(316		)	(127		)
Other assets			(42		)		7			98
Accounts payable			65				179			211
Accrued and other liabilities			(182		)		(96		)	(175		)
Income taxes, net			(84		)		52			48
Pension, net			17				(240		)	(474		)
Captive finance receivables, net			237				96			236
Other operating activities, net			4				—			(52		)
Net cash provided by operating activities of continuing operations			813				935			1,068
Net cash used in operating activities of discontinued operations			(3		)		(8		)	(5		)
Net cash provided by operating activities			810				927			1,063
Cash flows from investing activities
Capital expenditures			(444		)		(480		)	(423		)
Net cash used in acquisitions			(196		)		(11		)	(14		)
Finance receivables repaid			190				599			824
Proceeds from sales of receivables and other finance assets			178				249			530
Finance receivables originated or purchased			(10		)		(22		)	(187		)
Proceeds from collection on notes receivable from a prior disposition			—				—			58
Other investing activities, net			18				43			55
Net cash provided by (used in) investing activities			(264		)		378			843
Cash flows from financing activities
Principal payments on long-term debt and nonrecourse debt			(1,056		)		(615		)	(785		)
Proceeds from long-term debt			448				106			926
Settlement of convertible notes			(215		)		(2		)	(580		)
Proceeds from settlement of capped call			75				—			—
Amendment of call option/warrant transactions and purchase of capped call			—				—			(30		)
Payments on long-term lines of credit			—				—			(1,440		)
Purchases of Textron common stock			—				(272		)	—
Proceeds from exercise of stock options			31				19			3
Dividends paid			(22		)		(17		)	(22		)
Other financing activities			(3		)		—			(23		)
Net cash used in financing activities			(742		)		(781		)	(1,951		)
Effect of exchange rate changes on cash and equivalents			(6		)		4			(1		)
Net increase (decrease) in cash and equivalents			(202		)		528			(46		)
Cash and equivalents at beginning of year			1,413				885			931
Cash and equivalents at end of year			$	1,211			$	1,413		$	885

See Notes to the Consolidated Financial Statements.

Consolidated Statements of Cash Flows continued

For each of the years in the three-year period ended December 28, 2013

		Manufacturing Group											Finance Group
(In millions)			2013				2012			2011				2013				2012			2011
Cash flows from operating activities
Net income (loss)			$	470			$	542		$	464			$	28			$	47		$	(222	)
Less: Income from discontinued operations			—				8			—				—				—			—
Income (loss) from continuing operations			470				534			464				28				47			(222		)
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities:
Dividends received from Finance group			175				345			179				—				—			—
Capital contributions paid to Finance group			(1		)		(240		)	(182		)		—				—			—
Non-cash items:
Depreciation and amortization			371				358			371				18				25			32
Deferred income taxes			51				102			197				35				69			(116		)
Portfolio losses on finance receivables			—				—			—				29				68			102
Valuation allowance on finance receivables held for sale			—				—			—				(31		)		(76		)	202
Goodwill and other asset impairment charges			—				—			57				—				—			—
Other, net			86				97			166				(23		)		(3		)	12
Changes in assets and liabilities:
Accounts receivable, net			(118		)		32			36				—				—			—
Inventories			(135		)		(300		)	(132		)		—				—			—
Other assets			(41		)		21			92				—				(11		)	10
Accounts payable			65				179			211				—				—			—
Accrued and other liabilities			(171		)		(77		)	(149		)		(21		)		(19		)	(26		)
Income taxes, net			(119		)		148			(22		)		35				(96		)	70
Pension, net			21				(241		)	(475		)		(4		)		1			1
Other operating activities, net			4				—			(52		)		—				—			—
Net cash provided by operating activities of continuing operations			658				958			761				66				5			65
Net cash used in operating activities of discontinued operations			(3		)		(8		)	(5		)		—				—			—
Net cash provided by operating activities			655				950			756				66				5			65
Cash flows from investing activities
Capital expenditures			(444		)		(480		)	(423		)		—				—			—
Net cash used in acquisitions			(196		)		(11		)	(14		)		—				—			—
Finance receivables repaid			—				—			—				675				1,004			1,289
Proceeds from sales of receivables and other finance assets			—				—			—				178				249			585
Finance receivables originated or purchased			—				—			—				(271		)		(331		)	(471		)
Proceeds from collection on notes receivable from a prior disposition			—				—			58				—				—			—
Other investing activities, net			16				15			(44		)		42				12			50
Net cash provided by (used in) investing activities			(624		)		(476		)	(423		)		624				934			1,453
Cash flows from financing activities
Principal payments on long-term and nonrecourse debt			(313		)		(189		)	(29		)		(743		)		(426		)	(756		)
Proceeds from long-term debt			150				—			496				298				106			430
Settlement of convertible notes			(215		)		(2		)	(580		)		—				—			—
Proceeds from settlement of capped call			75				—			—				—				—			—
Amendment of call option/warrant transactions and purchase of capped call			—				—			(30		)		—				—			—
Payments on long-term lines of credit			—				—			—				—				—			(1,440		)
Purchases of Textron common stock			—				(272		)	—				—				—			—
Proceeds from exercise of stock options			31				19			3				—				—			—
Dividends paid			(22		)		(17		)	(22		)		(175		)		(345		)	(179		)
Intergroup financing			57				490			(175		)		(57		)		(493		)	167
Capital contributions paid to Finance group			—				—			—				1				240			182
Capital contributions paid to Cessna Export Finance Corp.			—				—			—				—				—			60
Other financing activities			(3		)		—			(23		)		(1		)		—			—
Net cash provided by (used in) financing activities			(240		)		29			(360		)		(677		)		(918		)	(1,536		)
Effect of exchange rate changes on cash and equivalents			(6		)		4			—				—				—			(1		)
Net increase (decrease) in cash and equivalents			(215		)		507			(27		)		13				21			(19		)
Cash and equivalents at beginning of year			1,378				871			898				35				14			33
Cash and equivalents at end of year			$	1,163			$	1,378		$	871			$	48			$	35		$	14

See Notes to the Consolidated Financial Statements.

Notes to the Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation and Financial Statement Presentation

Our Consolidated Financial Statements include the accounts of Textron Inc. and its majority-owned subsidiaries. Our financings are conducted through two separate borrowing groups. The Manufacturing group consists of Textron Inc. consolidated with its majority-owned subsidiaries that operate in the Cessna, Bell, Textron Systems and Industrial segments. The Finance group, which also is the Finance segment, consists of Textron Financial Corporation (TFC) and its consolidated subsidiaries. We designed this framework to enhance our borrowing power by separating the Finance group. Our Manufacturing group operations include the development, production and delivery of tangible goods and services, while our Finance group provides financial services. Due to the fundamental differences between each borrowing group’s activities, investors, rating agencies and analysts use different measures to evaluate each group’s performance. To support those evaluations, we present balance sheet and cash flow information for each borrowing group within the Consolidated Financial Statements.

Our Finance group provides captive financing for retail purchases and leases for new and used aircraft and equipment manufactured by our Manufacturing group. In the Consolidated Statements of Cash Flows, cash received from customers or from the sale of receivables is reflected as operating activities when received from third parties. However, in the cash flow information provided for the separate borrowing groups, cash flows related to captive financing activities are reflected based on the operations of each group. For example, when product is sold by our Manufacturing group to a customer and is financed by the Finance group, the origination of the finance receivable is recorded within investing activities as a cash outflow in the Finance group’s statement of cash flows. Meanwhile, in the Manufacturing group’s statement of cash flows, the cash received from the Finance group on the customer’s behalf is recorded within operating cash flows as a cash inflow. Although cash is transferred between the two borrowing groups, there is no cash transaction reported in the consolidated cash flows at the time of the original financing. These captive financing activities, along with all significant intercompany transactions, are reclassified or eliminated in consolidation.

Collaborative Arrangements

Our Bell segment has a strategic alliance agreement with The Boeing Company (Boeing) to provide engineering, development and test services related to the V-22 aircraft, as well as to produce the V-22 aircraft, under a number of separate contracts with the U.S. Government (V-22 Contracts). The alliance created by this agreement is not a legal entity and has no employees, no assets and no true operations. This agreement creates contractual rights and does not represent an entity in which we have an equity interest. We account for this alliance as a collaborative arrangement with Bell and Boeing reporting costs incurred and revenues generated from transactions with the U.S. Government in each company’s respective income statement. Neither Bell nor Boeing is considered to be the principal participant for the transactions recorded under this agreement. Profits on cost-plus contracts are allocated between Bell and Boeing on a 50%-50% basis. Negotiated profits on fixed-price contracts are also allocated 50%-50%; however, Bell and Boeing are each responsible for their own cost overruns and are entitled to retain any cost underruns. Based on the contractual arrangement established under the alliance, Bell accounts for its rights and obligations under the specific requirements of the V-22 Contracts allocated to Bell under the work breakdown structure. We account for all of our rights and obligations, including warranty, product and any contingent liabilities, under the specific requirements of the V-22 Contracts allocated to us under the agreement. Revenues and cost of sales reflect our performance under the V-22 Contracts with revenues recognized using the units-of-delivery method. We include all assets used in performance of the V-22 Contracts that we own, including inventory and unpaid receivables and all liabilities arising from our obligations under the V-22 Contracts in our Consolidated Balance Sheets.

Use of Estimates

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

During 2013, 2012 and 2011, we changed our estimates of revenues and costs on certain long-term contracts that are accounted for under the percentage-of-completion method of accounting. These changes in estimates increased income from continuing operations before income taxes in 2013, 2012 and 2011 by $29 million, $15 million and $54 million, respectively, ($18 million, $9 million and $34 million after tax, or $0.06, $0.03 and $0.11 per diluted share, respectively). For 2013, 2012 and 2011, the gross favorable program profit adjustments totaled $51 million, $88 million and $83 million, respectively. For 2013, 2012 and 2011, the gross unfavorable program profit adjustments totaled $22 million, $73 million and $29 million, respectively.

Revenue Recognition

We generally recognize revenue for the sale of products, which are not under long-term contracts, upon delivery. For commercial aircraft, delivery is upon completion of manufacturing, customer acceptance, and the transfer of the risk and rewards of ownership. Taxes collected from customers and remitted to government authorities are recorded on a net basis.

When a sale arrangement involves multiple deliverables, such as sales of products that include customization and other services, we evaluate the arrangement to determine whether there are separate items that are required to be delivered under the arrangement that qualify as separate units of accounting. These arrangements typically involve the customization services we offer to customers who purchase Bell helicopters, and the services generally are provided within the first six months after the customer accepts the aircraft and assumes risk of loss. We consider the aircraft and the customization services to be separate units of accounting and allocate contract price between the two on a relative selling price basis using the best evidence of selling price for each of the arrangement deliverables, typically by reference to the price charged when the same or similar items are sold separately by us, taking into consideration any performance, cancellation, termination or refund-type provisions. We recognize revenue when the recognition criteria for each unit of accounting are met.

Long-Term Contracts — Revenues under long-term contracts are accounted for under the percentage-of-completion method of accounting. Under this method, we estimate profit as the difference between the total estimated revenues and cost of a contract. We then recognize that estimated profit over the contract term based on either the units-of-delivery method or the cost-to-cost method (which typically is used for development effort as costs are incurred), as appropriate under the circumstances. Revenues under fixed-price contracts generally are recorded using the units-of-delivery method. Revenues under cost-reimbursement contracts are recorded using the cost-to-cost method.

Long-term contract profits are based on estimates of total contract cost and revenues utilizing current contract specifications, expected engineering requirements, the achievement of contract milestones and product deliveries. Certain contracts are awarded with fixed-price incentive fees that also are considered when estimating revenues and profit rates. Contract costs typically are incurred over a period of several years, and the estimation of these costs requires substantial judgment. Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals. We update our projections of costs at least semiannually or when circumstances significantly change. When adjustments are required, any changes from prior estimates are recognized using the cumulative catch-up method with the impact of the change from inception-to-date recorded in the current period. Anticipated losses on contracts are recognized in full in the period in which the losses become probable and estimable.

Finance Revenues — Finance revenues include interest on finance receivables, direct loan origination costs and fees received, and capital and leveraged lease earnings, as well as portfolio gains/losses. Portfolio gains/losses include impairment charges related to repossessed assets and properties and gains/losses on the sale or early termination of finance assets. Revenues on direct loan origination costs and fees received are deferred and amortized to finance revenues over the contractual lives of the respective receivables and credit lines using the interest method. When receivables are sold or prepaid, unamortized amounts are recognized in finance revenues.

We recognize interest using the interest method, which provides a constant rate of return over the terms of the receivables. Accrual of interest income is suspended if credit quality indicators suggest full collection of principal and interest is doubtful. In addition, we automatically suspend the accrual of interest income for accounts that are contractually delinquent by more than three months unless collection is not doubtful. Cash payments on nonaccrual accounts, including finance charges, generally are applied to reduce the net investment balance. We resume the accrual of interest when the loan becomes contractually current through payment according to the original terms of the loan or, if a loan has been modified, following a period of performance under the terms of the modification, provided we conclude that collection of all principal and interest is no longer doubtful. Previously suspended interest income is recognized at that time.

Cash and Equivalents

Cash and equivalents consist of cash and short-term, highly liquid investments with original maturities of three months or less.

Inventories

Inventories are stated at the lower of cost or estimated net realizable value. We value our inventories generally using the first-in, first-out (FIFO) method or the last-in, first-out (LIFO) method for certain qualifying inventories where LIFO provides a better matching of costs and revenues. We determine costs for our commercial helicopters on an average cost basis by model considering the expended and estimated costs for the current production release. Inventoried costs related to long-term contracts are stated at actual production costs, including allocable operating overhead, advances to suppliers, and, in the case of contracts with the U.S. Government, allocable research and development and general and administrative expenses. Since our inventoried costs include amounts related to contracts with long production cycles, a portion of these costs is not expected to be realized within one year. Pursuant to contract provisions, agencies of the U.S. Government have title to, or security interest in, inventories related to such contracts as a result of advances, performance-based payments and progress payments. Such advances and payments are reflected as an offset against the related inventory balances. Customer deposits are recorded against inventory when the right of offset exists. All other customer deposits are recorded in accrued liabilities.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and are depreciated primarily using the straight-line method. We capitalize expenditures for improvements that increase asset values and extend useful lives.

Goodwill

We evaluate the recoverability of goodwill annually in the fourth quarter or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of a reporting unit might be impaired. The reporting unit represents the operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment, in which case such component is the reporting unit. In certain instances, we have aggregated components of an operating segment into a single reporting unit based on similar economic characteristics.

We calculate the fair value of each reporting unit, primarily using discounted cash flows. The discounted cash flows incorporate assumptions for short- and long-term revenue growth rates, operating margins and discount rates, which represent our best estimates of current and forecasted market conditions, cost structure, anticipated net cost reductions, and the implied rate of return that we believe a market participant would require for an investment in a business having similar risks and business characteristics to the reporting unit being assessed. If the reporting unit’s estimated fair value exceeds its carrying value, the reporting unit is not impaired, and no further analysis is performed. Otherwise, the amount of the impairment must be determined by comparing the carrying amount of the reporting unit’s goodwill to the implied fair value of that goodwill. The implied fair value of goodwill is determined by assigning a fair value to all of the reporting unit’s assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination. If the carrying amount of the goodwill exceeds the implied fair value, an impairment loss would be recognized in an amount equal to that excess.

Intangible and Other Long-Lived Assets

At acquisition, we estimate and record the fair value of purchased intangible assets primarily using a discounted cash flow analysis of anticipated cash flows reflecting incremental revenues and/or cost savings resulting from the acquired intangible asset using market participant assumptions. Amortization of intangible assets with finite lives is recognized over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. Approximately 64% of our gross intangible assets are amortized based on the cash flow streams used to value the assets, with the remaining assets amortized using the straight-line method. Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying value of the asset held for use exceeds the sum of the undiscounted expected future cash flows, the carrying value of the asset generally is written down to fair value. Long-lived assets held for sale are stated at the lower of cost or fair value less cost to sell. Fair value is determined using pertinent market information, including estimated future discounted cash flows.

Finance Receivables

Finance receivables primarily include finance receivables classified as held for investment, and also include finance receivables classified as held for sale. Finance receivables are classified as held for investment when we have the intent and the ability to hold the receivable for the foreseeable future or until maturity or payoff. Finance receivables held for investment are generally recorded at the amount of outstanding principal less allowance for losses.

We maintain an allowance for losses on finance receivables at a level considered adequate to cover inherent losses in the portfolio based on management’s evaluation. For larger balance accounts specifically identified as impaired, including large accounts in homogeneous portfolios, a reserve is established based on comparing the expected future cash flows, discounted at the finance receivable’s effective interest rate, or the fair value of the underlying collateral if the finance receivable is collateral dependent, to its carrying amount. The expected future cash flows consider collateral value; financial performance and liquidity of our borrower; existence and financial strength of guarantors; estimated recovery costs, including legal expenses; and costs associated with the repossession and eventual disposal of collateral. When there is a range of potential outcomes, we perform multiple discounted cash flow analyses and weight the potential outcomes based on their relative likelihood of occurrence. The evaluation of our portfolio is inherently subjective, as it requires estimates, including the amount and timing of future cash flows expected to be received on impaired finance receivables and the estimated fair value of the underlying collateral, which may differ from actual results. While our analysis is specific to each individual account, critical factors included in this analysis include industry valuation guides, age and physical condition of the collateral, payment history and existence and financial strength of guarantors. We also establish an allowance for losses to cover probable but specifically unknown losses existing in the portfolio. This allowance is established as a percentage of non-recourse finance receivables, which have not been identified as requiring specific reserves. The percentage is based on a combination of factors, including historical loss experience, current delinquency and default trends, collateral values and both general economic and specific industry trends. Finance receivables are charged off at the earlier of the date the collateral is repossessed or when no payment has been received for six months, unless management deems the receivable collectible. Repossessed assets are recorded at their fair value, less estimated cost to sell.

Finance receivables are classified as held for sale based on the determination that we no longer intend to hold the receivables for the foreseeable future, until maturity or payoff, or we no longer have the ability to hold to maturity. Our decision to classify certain finance receivables as held for sale is based on a number of factors, including, but not limited to, contractual duration, type of collateral, credit strength of the borrowers, interest rates and perceived marketability of the receivables. These receivables are carried at the lower of cost or fair value. At the time of transfer to the held for sale classification, we establish a valuation allowance for any shortfall between the carrying value and fair value. In addition, any allowance for loan losses previously allocated to these finance receivables is transferred to the valuation allowance account and adjusted quarterly. Fair value changes can occur based on market interest rates, market liquidity, and changes in the credit quality of the borrower and value of underlying loan collateral.

Pension and Postretirement Benefit Obligations

We maintain various pension and postretirement plans for our employees globally. These plans include significant pension and postretirement benefit obligations, which are calculated based on actuarial valuations. Key assumptions used in determining these obligations and related expenses include expected long-term rates of return on plan assets, discount rates and healthcare cost projections. We evaluate and update these assumptions annually in consultation with third-party actuaries and investment advisors. We also make assumptions regarding employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increases. We recognize the overfunded or underfunded status of our pension and postretirement plans in the Consolidated Balance Sheets and recognize changes in the funded status of our defined benefit plans in comprehensive income in the year in which they occur. Actuarial gains and losses that are not immediately recognized as net periodic pension cost are recognized as a component of other comprehensive income (loss) (OCI) and are amortized into net periodic pension cost in future periods.

Derivative Financial Instruments

We are exposed to market risk primarily from changes in currency exchange rates and interest rates. We do not hold or issue derivative financial instruments for trading or speculative purposes. To manage the volatility relating to our exposures, we net these exposures on a consolidated basis to take advantage of natural offsets. For the residual portion, we enter into various derivative transactions pursuant to our policies in areas such as counterparty exposure and hedging practices. All derivative instruments are reported at fair value in the Consolidated Balance Sheets. Designation to support hedge accounting is performed on a specific exposure basis. For financial instruments qualifying as fair value hedges, we record changes in fair value in earnings, offset, in part or in whole, by corresponding changes in the fair value of the underlying exposures being hedged. For cash flow hedges, we record changes in the fair value of derivatives (to the extent they are effective as hedges) in OCI, net of deferred taxes. Changes in fair value of derivatives not qualifying as hedges are recorded in earnings.

Foreign currency denominated assets and liabilities are translated into U.S. dollars. Adjustments from currency rate changes are recorded in the cumulative translation adjustment account in shareholders’ equity until the related foreign entity is sold or substantially liquidated. We use foreign currency financing transactions to effectively hedge long-term investments in foreign operations with the same corresponding currency. Foreign currency gains and losses on the hedge of the long-term investments are recorded in the cumulative translation adjustment account.

Product Liabilities

We accrue for product liability claims and related defense costs when a loss is probable and reasonably estimable. Our estimates are generally based on the specifics of each claim or incident and our best estimate of the probable loss using historical experience.

Environmental Liabilities and Asset Retirement Obligations

Liabilities for environmental matters are recorded on a site-by-site basis when it is probable that an obligation has been incurred and the cost can be reasonably estimated. We estimate our accrued environmental liabilities using currently available facts, existing technology, and presently enacted laws and regulations, all of which are subject to a number of factors and uncertainties. Our environmental liabilities are not discounted and do not take into consideration possible future insurance proceeds or significant amounts from claims against other third parties.

We have incurred asset retirement obligations primarily related to costs to remove and dispose of underground storage tanks and asbestos materials used in insulation, adhesive fillers and floor tiles. There is no legal requirement to remove these items, and there currently is no plan to remodel the related facilities or otherwise cause the impacted items to require disposal. Since these asset retirement obligations are not estimable, there is no related liability recorded in the Consolidated Balance Sheets.

Warranty and Product Maintenance Contracts

We provide limited warranty and product maintenance programs, including parts and labor, for certain products for periods ranging from one to five years. We estimate the costs that may be incurred under warranty programs and record a liability in the amount of such costs at the time product revenues are recognized. Factors that affect this liability include the number of products sold, historical costs per claim, contractual recoveries from vendors and historical and anticipated rates of warranty claims, including production and warranty patterns for new models. We assess the adequacy of our recorded warranty and product maintenance liabilities periodically and adjust the amounts as necessary. Additionally, we may establish warranty liabilities related to the issuance of aircraft service bulletins for aircraft no longer covered under the limited warranty programs.

Research and Development Costs

Our customer-funded research and development costs are charged directly to the related contracts, which primarily consist of U.S. Government contracts. In accordance with government regulations, we recover a portion of company-funded research and development costs through overhead rate charges on our U.S. Government contracts. Research and development costs that are not reimbursable under a contract with the U.S. Government or another customer are charged to expense as incurred. Company-funded research and development costs were $651 million, $584 million, and $525 million in 2013, 2012 and 2011, respectively, and are included in cost of sales.

Income Taxes

Deferred income tax balances reflect the effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and their tax bases, as well as from net operating losses and tax credit carryforwards, and are stated at enacted tax rates in effect for the year taxes are expected to be paid or recovered. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including the future reversal of existing taxable temporary differences, taxable income in carryback years, available tax planning strategies and estimated future taxable income. We recognize net tax-related interest and penalties for continuing operations in income tax expense.

Note 2. Business Acquisitions, Goodwill and Intangible Assets

Pending Business Acquisition

On December 26, 2013, we entered into an agreement and plan of merger pursuant to which we will acquire all outstanding equity interests in Beech Holdings, LLC (“Beech”), the parent of Beechcraft Corporation, for approximately $1.4 billion in cash. Beech designs, builds and supports aircraft, including the King Air turboprops, piston-engine Baron and Bonanza, and the T-6 trainer and AT-6 light attack military aircraft. Beech also has a global network of both factory-owned and authorized service centers. We plan to finance the purchase of the equity in Beech and the repayment of Beech’s outstanding debt, which is required at closing, through a combination of available cash at Beech and Textron and up to $1.1 billion in new debt. The transaction is expected to close during the first half of 2014, subject to customary closing conditions, including regulatory approvals.

2013 Business Acquisitions

In 2013, we acquired the following businesses for an aggregate cash payment of $196 million:

Textron Systems

· Mechtronix, Inc. and OPINICUS Corporation, both acquired on December 6, 2013, design, develop, install and provide maintenance of advanced full flight simulators for both rotary- and fixed-wing aircraft.

Industrial

· Sherman & Reilly, Inc., a manufacturer of underground and aerial transmission and distribution products was acquired by our Greenlee business on May 1, 2013.

· HD Electric Company, a designer and manufacturer of power utility products that test, measure and control electric power was also acquired by our Greenlee business on December 18, 2013.

Cessna

· Two service centers located in Zurich, Switzerland and Düsseldorf, Germany were acquired on December 31, 2012.

The consideration paid for each of these businesses was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. We assigned $75 million to identifiable intangible assets, which primarily include platform technology and trade names. For the three acquisitions that were closed in December 2013, we made preliminary estimates of the fair value of certain assets and we expect to complete the valuation of the assets in the first quarter of 2014. The acquired intangible assets will be amortized over their estimate lives, which range from 7 to 11 years, primarily using accelerated amortization methods based on the cash flow streams used to value those assets. The excess of the purchase price over the estimated fair value of the net assets acquired totaled $82 million, which was recorded as goodwill, and reflects the expected revenue, assembled workforce and going concern nature of the businesses. Approximately $52 million of the goodwill is deductible for tax purposes.

The operating results for these acquisitions have been included in the Consolidated Statement of Operations since their respective closing dates. Pro forma information has not been included for these business acquisitions as the results would not be materially different from our consolidated results.

The changes in the carrying amount of goodwill by segment are as follows:

(In millions)		Cessna			Bell			Textron Systems			Industrial			Total
Balance at January 1, 2011		$	322		$	31		$	974		$	305		$	1,632
Acquisitions		—			—			—			5			5
Foreign currency translation		—			—			—			(2		)	(2		)
Balance at December 31, 2011		322			31			974			308			1,635
Acquisitions		4			—			—			6			10
Foreign currency translation		—			—			—			4			4
Balance at December 29, 2012		326			31			974			318			1,649
Acquisitions		—			—			52			30			82
Foreign currency translation		—			—			—			4			4
Balance at December 28, 2013		$	326		$	31		$	1,026		$	352		$	1,735

Our intangible assets are summarized below:

					December 28, 2013										December 29, 2012
(Dollars in millions)		Weighted-Average Amortization Period (in years)			Gross Carrying Amount			Accumulated Amortization			Net				Gross Carrying Amount			Accumulated Amortization			Net
Customer agreements and contractual relationships		15			$	331		$	(165)		$	166			$	330		$	(139)		$	191
Patents and technology		10			142			(63)			79				84			(55)			29
Trademarks		15			49			(24)			25				36			(22)			14
Other		9			23			(17)			6				20			(16)			4
Total					$	545		$	(269)		$	276			$	470		$	(232)		$	238

Amortization expense totaled $37 million, $40 million and $51 million in 2013, 2012 and 2011, respectively. Amortization expense is estimated to be approximately $43 million, $42 million, $36 million, $32 million and $25 million in 2014, 2015, 2016, 2017 and 2018, respectively.

Note 3. Accounts Receivable and Finance Receivables

Accounts Receivable

Accounts receivable is composed of the following:

(In millions)			December 28, 2013				December 29, 2012
Commercial			$	654			$	534
U.S. Government contracts			347				314
			1,001				848
Allowance for doubtful accounts			(22		)		(19		)
Total			$	979			$	829

We have unbillable receivables primarily on U.S. Government contracts that arise when the revenues we have appropriately recognized based on performance cannot be billed yet under terms of the contract. Unbillable receivables within accounts receivable totaled $163 million at December 28, 2013 and $149 million at December 29, 2012.

Finance Receivables

Finance receivables by classification are presented in the following table.

(In millions)			December 28, 2013				December 29, 2012
Finance receivables held for investment			$	1,483			$	1,934
Allowance for losses			(55		)		(84		)
Total finance receivables held for investment, net			1,428				1,850
Finance receivables held for sale			65				140
Total finance receivables, net			$	1,493			$	1,990

Finance receivables held for investment primarily includes loans and finance leases provided to purchasers of new and used Cessna aircraft and Bell helicopters and also includes loans and finance leases secured by used aircraft produced by other manufacturers. These agreements typically have initial terms ranging from five to ten years and amortization terms ranging from eight to fifteen years. The average balance of loans and finance leases was $1 million at December 28, 2013. Loans generally require the customer to pay a significant down payment, along with periodic scheduled principal payments that reduce the outstanding balance through the term of the loan. Finance leases with no significant residual value at the end of the contractual term are classified as loans, as their legal and economic substance is more equivalent to a secured borrowing than a finance lease with a significant residual value. Finance receivables held for investment also includes leveraged leases secured by the ownership of the leased equipment and real property.

Finance receivables held for sale includes the non-captive loan portfolio at December 28, 2013. These finance receivables are carried at the lower of cost or fair value and are not included in the credit performance tables below. During 2013, we determined that we no longer had the intent to hold the remaining non-captive loan portfolio for the foreseeable future and, accordingly, transferred $34 million of the remaining non-captive loans, net of a $1 million allowance for losses, from the held for investment classification to the held for sale classification. We received total proceeds of $64 million and $109 million in 2013 and 2012, respectively, from the sale of finance receivables held for sale and $76 million and $207 million, respectively, from payoffs and collections.

Our finance receivables are diversified across geographic region and borrower industry. At December 28, 2013, 41% of our finance receivables were distributed throughout the U.S. compared with 45% at the end of 2012. At December 28, 2013 and December 29, 2012, finance receivables included $200 million and $341 million, respectively, of receivables that have been legally sold to a special purpose entity (SPE), which is a consolidated subsidiary of TFC. The assets of the SPE are pledged as collateral for its debt, which is reflected as securitized on-balance sheet debt in Note 7. Third-party investors have no legal recourse to TFC beyond the credit enhancement provided by the assets of the SPE.

Credit Quality Indicators and Nonaccrual Finance Receivables

We internally assess the quality of our finance receivables based on a number of key credit quality indicators and statistics such as delinquency, loan balance to estimated collateral value and the financial strength of individual borrowers and guarantors. Because many of these indicators are difficult to apply across an entire class of receivables, we evaluate individual loans on a quarterly basis and classify these loans into three categories based on the key credit quality indicators for the individual loan. These three categories are performing, watchlist and nonaccrual.

We classify finance receivables as nonaccrual if credit quality indicators suggest full collection of principal and interest is doubtful. In addition, we automatically classify accounts as nonaccrual once they are contractually delinquent by more than three months unless collection of principal and interest is not doubtful. Recognition of interest income is suspended for these accounts and all cash collections are used to reduce the net investment balance. We resume the accrual of interest when the loan becomes contractually current through payment according to the original terms of the loan or, if a loan has been modified, following a period of performance under the terms of the modification, provided we conclude that collection of all principal and interest is no longer doubtful. Previously suspended interest income is recognized at that time. Accounts are classified as watchlist when credit quality indicators have deteriorated as compared with typical underwriting criteria, and we believe collection of full principal and interest is probable but not certain. All other finance receivables that do not meet the watchlist or nonaccrual categories are classified as performing.

A summary of finance receivables categorized based on the credit quality indicators discussed above is as follows:

(In millions)			December 28, 2013				December 29, 2012
Performing			$	1,285			$	1,661
Watchlist			93				130
Nonaccrual			105				143
Total			$	1,483			$	1,934
Nonaccrual as a percentage of total finance receivables			7.08		%		7.39		%

We measure delinquency based on the contractual payment terms of our loans and leases. In determining the delinquency aging category of an account, any/all principal and interest received is applied to the most past-due principal and/or interest amounts due. If a significant portion of the contractually due payment is delinquent, the entire finance receivable balance is reported in accordance with the most past-due delinquency aging category.

Finance receivables by delinquency aging category are summarized in the table below:

(In millions)			December 28, 2013				December 29, 2012
Less than 31 days past due			$	1,295			$	1,757
31-60 days past due			108				87
61-90 days past due			37				56
Over 90 days past due			43				34
Total			$	1,483			$	1,934

Accrual status loans that were greater than 90 days past due totaled $5 million at December 28, 2013. There were no accrual status loans that were greater than 90 days past due at December 29, 2012. At December 28, 2013 and December 29, 2012, 60+ days contractual delinquency as a percentage of finance receivables was 5.39% and 4.65%, respectively.

Loan Modifications

Troubled debt restructurings occur when we have either modified the contract terms of finance receivables for borrowers experiencing financial difficulties or accepted a transfer of assets in full or partial satisfaction of the loan balance. The types of modifications we typically make include extensions of the original maturity date of the contract, extensions of revolving borrowing periods, delays in the timing of required principal payments, deferrals of interest payments, advances to protect the value of our collateral and principal reductions contingent on full repayment prior to the maturity date. The changes effected by modifications made during 2013 and 2012 to finance receivables held for investment were not material.

Impaired Loans

On a quarterly basis, we evaluate individual finance receivables for impairment in non-homogeneous portfolios and larger accounts in homogeneous loan portfolios. A finance receivable is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement based on our review of the credit quality indicators discussed above. Impaired finance receivables include both nonaccrual accounts and accounts for which full collection of principal and interest remains probable, but the account’s original terms have been, or are expected to be, significantly modified. If the modification specifies an interest rate equal to or greater than a market rate for a finance receivable with comparable risk, the account is not considered impaired in years subsequent to the modification. There was no significant interest income recognized on impaired loans in 2013 or 2012.

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

(In millions)			December 28, 2013				December 29, 2012
Recorded investment:
Impaired loans with no related allowance for credit losses			$	78			$	72
Impaired loans with related allowance for credit losses			59				99
Total			$	137			$	171
Unpaid principal balance			$	141			$	187
Allowance for losses on impaired loans			14				27
Average recorded investment			155				270

Allowance for Losses

A rollforward of the allowance for losses on finance receivables and a summary of its composition, based on how the underlying finance receivables are evaluated for impairment, is provided below. The finance receivables reported in this table specifically exclude $120 million and $122 million of leveraged leases at December 28, 2013 and December 29, 2012, respectively, in accordance with authoritative accounting standards.

(In millions)			December 28, 2013				December 29, 2012
Balance at beginning of period			$	84			$	156
Provision for losses			(23		)		(3		)
Charge-offs			(17		)		(84		)
Recoveries			12				15
Transfers			(1		)		—
Balance at end of period			$	55			$	84
Allowance based on collective evaluation			$	41			$	57
Allowance based on individual evaluation			14				27
Finance receivables evaluated collectively			$	1,226			$	1,641
Finance receivables evaluated individually			137				171

Our Finance group provides financing for retail purchases and leases for new and used aircraft and equipment manufactured by our Manufacturing group. The finance receivables for these inventory sales that are included in the Finance group’s balance sheets are summarized below:

(In millions)			December 28, 2013				December 29, 2012
Loans			$	1,121			$	1,389
Finance leases			80				107
Total			$	1,201			$	1,496

In 2013, 2012 and 2011, our Finance group paid our Manufacturing group $248 million, $309 million and $284 million, respectively, related to the sale of Textron-manufactured products to third parties that were financed by the Finance group. Operating agreements specify that our Finance group has recourse to our Manufacturing group for certain uncollected amounts related to these transactions. At December 28, 2013 and December 29, 2012, finance receivables and operating leases subject to recourse to the Manufacturing group totaled $75 million and $83 million, respectively. Our Manufacturing group has established reserves for losses on its balance sheet within accrued and other liabilities for the amounts it guarantees.

Note 4. Inventories

Inventories are composed of the following:

(In millions)			December 28, 2013				December 29, 2012
Finished goods			$	1,276			$	1,329
Work in process			2,477				2,247
Raw materials and components			407				437
			4,160				4,013
Progress/milestone payments			(1,197		)		(1,301		)
Total			$	2,963			$	2,712

Inventories valued by the LIFO method totaled $1.3 billion and $1.1 billion at the end of 2013 and 2012, respectively, and the carrying values of these inventories would have been higher by approximately $461 million and $435 million, respectively, had our LIFO inventories been valued at current costs. Inventories related to long-term contracts, net of progress/milestone payments, were $359 million and $382 million at the end of 2013 and 2012, respectively.

Note 5. Property, Plant and Equipment, Net

Our Manufacturing group’s property, plant and equipment, net are composed of the following:

(Dollars in millions)		Useful Lives (in years)			December 28, 2013				December 29, 2012
Land and buildings		3 - 40			$	1,636			$	1,604
Machinery and equipment		1 - 20			4,042				3,822
					5,678				5,426
Accumulated depreciation and amortization					(3,463		)		(3,277		)
Total					$	2,215			$	2,149

At the end of 2013 and 2012, assets under capital leases totaled $247 million and $251 million and had accumulated amortization of $56 million and $51 million, respectively. The Manufacturing group’s depreciation expense, which included amortization expense on capital leases, totaled $335 million, $315 million and $317 million in 2013, 2012 and 2011, respectively.

Note 6. Accrued Liabilities

The accrued liabilities of our Manufacturing group are summarized below:

(In millions)			December 28, 2013				December 29, 2012
Customer deposits			$	888			$	725
Salaries, wages and employer taxes			246				282
Current portion of warranty and product maintenance contracts			142				180
Retirement plans			74				80
Other			538				689
Total			$	1,888			$	1,956

Changes in our warranty and product maintenance contract liability are as follows:

(In millions)			2013				2012				2011
Accrual at beginning of year			$	222			$	224			$	242
Provision			299				255				223
Settlements			(293		)		(250		)		(223		)
Adjustments to prior accrual estimates*			(5		)		(7		)		(18		)
Accrual at end of year			$	223			$	222			$	224

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

Note 7. Debt and Credit Facilities

Our debt is summarized in the table below:

(In millions)			December 28, 2013				December 29, 2012
Manufacturing group
Long-term senior debt:
3.875% due 2013			$	—			$	318
4.50% convertible senior notes due 2013			—				210
6.20% due 2015			350				350
4.625% due 2016			250				250
Variable-rate note due 2016 (average rate of 1.54%)			150				—
5.60% due 2017			350				350
7.25% due 2019			250				250
6.625% due 2020			246				242
5.95% due 2021			250				250
Other (weighted-average rate of 1.57% and 1.52%, respectively)			85				81
			1,931				2,301
Less: Current portion of long-term debt			(8		)		(535		)
Total Long-term debt			1,923				1,766
Total Manufacturing group debt			$	1,931			$	2,301
Finance group
Fixed-rate notes due 2013 (weighted-average rate of 5.28%)			$	—			$	400
Variable-rate note due 2013 (weighted-average rate of 1.21%)			—				48
Fixed-rate note due 2014 (5.13%)			100				100
Fixed-rate notes due 2013-2017* (weighted-average rate of 4.59% and 4.88%, respectively)			42				102
Variable-rate notes due 2016 (weighted-average rate of 1.78%)			200				—
Fixed-rate notes due 2017-2023* (weighted-average rate of 2.67% and 2.70%, respectively)			378				382
Variable-rate notes due 2015-2020* (weighted-average rate of 1.19% and 1.09%, respectively)			63				64
Securitized debt (weighted-average rate of 1.50% and 1.55%, respectively)			172				282
6% Fixed-to-Floating Rate Junior Subordinated Notes			299				300
Fair value adjustments and unamortized discount			2				8
Total Finance group debt			$	1,256			$	1,686

* Notes amortize on a quarterly or semi-annual basis.

The following table shows required payments during the next five years on debt outstanding at December 28, 2013:

(In millions)		2014			2015			2016			2017			2018
Manufacturing group		$	8		$	357		$	408		$	358		$	7
Finance group		223			148			302			92			67
Total		$	230		$	505		$	710		$	450		$	74

During the fourth quarter of 2013, Textron entered into a senior unsecured revolving credit facility for an aggregate principal amount of $1.0 billion, of which up to $100 million is available for the issuance of letters of credit. This facility expires in October 2018. At December 28, 2013, there were no amounts borrowed against the facility, and there were $35 million of letters of credit issued against it.

On January 30, 2014, we issued $250 million in 3.65% notes due 2021 and $350 million in 4.30% notes due 2024 under our shelf registration statement. We plan to use the net proceeds of the issuance of these notes to finance a portion of the acquisition of all outstanding equity interests in Beech Holdings, LLC, the parent of Beechcraft Corporation, which we have agreed to purchase for approximately $1.4 billion in cash. The transaction is expected to close during the first half of 2014, subject to customary closing conditions, including regulatory approvals. If the transaction is not completed, or the related merger agreement is terminated, on or before December 31, 2014, we will be required to redeem all outstanding 2021 notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

On January 24, 2014, in order to finance the Beechcraft acquisition, we also entered into a five-year term loan with a syndicate of banks in the principal amount of $500 million which we intend to draw down upon the closing of the transaction.

4.50% Convertible Senior Notes and Related Transactions

On May 5, 2009, we issued $600 million of convertible senior notes with a maturity date of May 1, 2013 and interest payable semiannually. The convertible notes were accounted for in accordance with generally accepted accounting principles, which required us to separately account for the liability (debt) and the equity (conversion option) components of the convertible notes in a manner that reflected our non-convertible debt borrowing rate at time of issuance. Accordingly, we recorded a debt discount and corresponding increase to additional paid-in capital of $134 million at the issuance date. We amortized the debt discount utilizing the effective interest method over the life of the notes, which increased the effective interest rate of the convertible notes from its coupon rate of 4.50% to 11.72%. We incurred cash and non-cash interest expenses of $9 million in 2013, $25 million in 2012 and $58 million in 2011 for these notes.

On May 1, 2013, our remaining convertible senior notes matured, and we paid the holders of the notes $215 million in settlement of the face value of the notes. In addition, we issued 8.9 million shares of our common stock to converting holders in settlement of the excess of the conversion value over the face value of the notes; however, after giving effect to the exercise of the related call options and warrants discussed below, the incremental share settlement in excess of the face value of the notes resulted in a 7.4 million net share issuance.

Concurrently with the pricing of the convertible notes in May 2009, we entered into transactions with two counterparties, pursuant to which we purchased from the counterparties call options to acquire our common stock and sold to the counterparties warrants to purchase our common stock. The call options settled on May 1, 2013, while the warrants settled daily over a 45-day period beginning on February 27, 2013. We acquired 8.9 million shares of our common stock upon the settlement of the call options and issued an aggregate of 7.4 million shares of our common stock in connection with the settlement of the warrants during the first half of 2013. The settlement of the call options and warrants resulted in a $41 million net increase in treasury stock during 2013.

On October 25, 2011, we entered into capped call transactions with the counterparties that covered an aggregate of 28.7 million shares of our common stock as of the end of 2012. The capped calls had a strike price of $13.125 per share and a cap price of $15.75 per share, which entitled us to receive the per share value of our stock price in excess of $13.125 up to a maximum stock price of $15.75 at the expiration date. Upon expiration of the capped calls, the market price of our common stock exceeded the maximum stock price, and we received $75 million in cash from the counterparties in the second quarter of 2013.

6% Fixed-to-Floating Rate Junior Subordinated Notes

The Finance group’s $299 million of 6% Fixed-to-Floating Rate Junior Subordinated Notes are unsecured and rank junior to all of its existing and future senior debt. The notes mature on February 15, 2067; however, we have the right to redeem the notes at par on or after February 15, 2017 and are obligated to redeem the notes beginning on February 15, 2042. The Finance group has agreed in a replacement capital covenant that it will not redeem the notes on or before February 15, 2047 unless it receives a capital contribution from the Manufacturing group and/or net proceeds from the sale of certain replacement capital securities at specified amounts. During 2013, the Manufacturing group made a capital contribution to TFC for the repurchase of $1 million of these notes. Interest on the notes is fixed at 6% until February 15, 2017 and floats at the three-month London Interbank Offered Rate + 1.735% thereafter.

Support Agreement

Under a Support Agreement, Textron Inc. is required to ensure that TFC maintains fixed charge coverage of no less than 125% and consolidated shareholder’s equity of no less than $200 million. Cash payments of $240 million and $182 million were made to TFC in 2012 and 2011, respectively, to maintain compliance with the fixed charge coverage ratio.

Note 8. Derivative Instruments and Fair Value Measurements

We measure fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We prioritize the assumptions that market participants would use in pricing the asset or liability into a three-tier fair value hierarchy. This fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets for identical assets or liabilities and the lowest priority (Level 3) to unobservable inputs in which little or no market data exist, requiring companies to develop their own assumptions. Observable inputs that do not meet the criteria of Level 1, which include quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets and liabilities in markets that are not active, are categorized as Level 2. Level 3 inputs are those that reflect our estimates about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. Valuation techniques for assets and liabilities measured using Level 3 inputs may include methodologies such as the market approach, the income approach or the cost approach and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are utilized only to the extent that observable inputs are not available or cost-effective to obtain.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

We manufacture and sell our products in a number of countries throughout the world, and, therefore, we are exposed to movements in foreign currency exchange rates. We utilize foreign currency exchange contracts to manage this volatility. Our foreign currency exchange contracts are measured at fair value using the market method valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published by third-party leading financial news and data providers. These are observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions so they are classified as Level 2. At December 28, 2013 and December 29, 2012, we had foreign currency exchange contracts with notional amounts upon which the contracts were based of $636 million and $664 million, respectively. At December 28, 2013, the fair value amounts of our foreign currency exchange contracts were a $2 million asset and a $15 million liability. At December 29, 2012, the fair value amounts of our foreign currency exchange contracts were a $9 million asset and a $5 million liability.

We primarily utilize forward exchange contracts which have maturities of no more than three years. These contracts qualify as cash flow hedges and are intended to offset the effect of exchange rate fluctuations on forecasted sales, inventory purchases and overhead expenses. At December 28, 2013, we had a net deferred loss of $10 million in Accumulated other comprehensive loss related to these cash flow hedges. Net gains and losses recognized in earnings and Accumulated other comprehensive loss on these cash flow hedges, including gains and losses related to hedge ineffectiveness, amounted to a $16 million net loss in 2013 and were not significant in 2012. We expect to reclassify a $10 million net loss from Accumulated other comprehensive loss to earnings in the next twelve months.

We hedge our net investment position in major currencies and generate foreign currency interest payments that offset other transactional exposures in these currencies. To accomplish this, we borrow directly in foreign currency and designate a portion of foreign currency debt as a hedge of a net investment. We record changes in the fair value of these contracts in other comprehensive income to the extent they are effective as cash flow hedges. Currency effects on the effective portion of these hedges, which are reflected in the foreign currency translation adjustments within Accumulated other comprehensive loss, produced a $2 million after-tax gain in 2013, resulting in an accumulated net gain balance of $6 million at December 28, 2013. There was no ineffectiveness recorded related to these hedges during 2013.

Our Finance group has entered into interest rate exchange contracts to mitigate exposure to changes in the fair value of its fixed-rate receivables and debt due to fluctuations in interest rates. These interest rate exchange contracts are not exchange traded and are measured at fair value utilizing widely accepted, third-party developed valuation models. The actual terms of each individual contract are entered into a valuation model, along with interest rate data, which is based on readily observable market data published by third-party leading financial news and data providers. At December 28, 2013 and December 29, 2012, we had interest rate exchange contracts with notional amounts upon which the contracts were based of $229 million and $671 million, respectively. The fair value amounts of our interest rate exchange contracts recorded at December 28, 2013, were a $2 million asset and a $5 million liability. At December 29, 2012, the fair value amounts of our interest rate exchange contracts were an $8 million asset and an $8 million liability.

Our exposure to loss from nonperformance by the counterparties to our derivative agreements at the end of 2013 was minimal. We do not anticipate nonperformance by counterparties in the periodic settlements of amounts due. We historically have minimized this potential for risk by entering into contracts exclusively with major, financially sound counterparties having no less than a long-term bond rating of A. The credit risk generally is limited to the amount by which the counterparties’ contractual obligations exceed our obligations to the counterparty. We continuously monitor our exposures to ensure that we limit our risks.

Assets Recorded at Fair Value on a Nonrecurring Basis

During 2013 and 2012, certain assets in the Finance Group were measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The table below sets forth the balance of those assets at the end of the year in which a fair value adjustment was taken.

(In millions)		**December 28,**2013					**December 29,**2012
Finance receivables held for sale			$	65				$	140
Impaired finance receivables			45					72
Other assets			35					76

The following table represents the fair value adjustments recorded for each asset class measured at fair value on a non-recurring basis during 2013 and 2012.

		Gain (Loss)
(In millions)		2013					2012
Finance receivables held for sale			$	31				$	76
Impaired finance receivables			(7		)			(11		)
Other assets			(14		)			(51		)

Finance receivables held for sale are recorded at fair value on a nonrecurring basis during periods in which the fair value is lower than the cost value. There are no active, quoted market prices for these finance receivables. At December 28, 2013, our finance receivables held for sale included the non-captive loan portfolio. Fair values of each loan in this portfolio were determined based on a combination of discounted cash flow models and recent third-party offers to estimate the price we expect to receive in the principal market for each loan, in an orderly transaction. The gains on finance receivables held for sale during 2013 and 2012 were primarily the result of the payoff of loans in amounts, and sale of loans at prices, in excess of the values established in previous periods.

Impaired nonaccrual finance receivables represent assets recorded at fair value on a nonrecurring basis since the measurement of required reserves on our impaired finance receivables is significantly dependent on the fair value of the underlying collateral. For impaired nonaccrual finance receivables secured by aviation assets, the fair values of collateral are determined primarily based on the use of industry pricing guides. Fair value measurements recorded on impaired finance receivables resulted in charges to provision for loan losses and primarily related to initial fair value adjustments.

Other assets in the table above primarily include aviation assets and repossessed golf and hotel properties. The fair value of our aviation assets was largely determined based on the use of industry pricing guides. The fair value of our golf and hotel properties was determined based on the use of discounted cash flow models, bids from prospective buyers or inputs from market participants. If the carrying amount of these assets is higher than their estimated fair value, we record a corresponding charge to income for the difference.

Assets and Liabilities Not Recorded at Fair Value

The carrying value and estimated fair values of our financial instruments that are not reflected in the financial statements at fair value are as follows:

			December 28, 2013							December 29, 2012
(In millions)			Carrying Value			Estimated Fair Value				Carrying Value			Estimated Fair Value
Manufacturing group
Long-term debt, excluding leases			$	(1,854	)	$	(2,027	)		$	(2,225	)	$	(2,636	)
Finance group
Finance receivables held for investment, excluding leases			1,231			1,290				1,625			1,653
Debt			(1,256		)	(1,244		)		(1,686		)	(1,678		)

Fair value for the Manufacturing group debt is determined using market observable data for similar transactions or Level 2 inputs. At December 28, 2013 and December 29, 2012, approximately 30% and 46%, respectively, of the fair value of term debt for the Finance group was determined based on observable market transactions (Level 1). The remaining Finance group debt was determined based on discounted cash flow analyses using observable market inputs from debt with similar duration, subordination and credit default expectations (Level 2). Fair value estimates for finance receivables held for investment were determined based on internally developed discounted cash flow models primarily utilizing significant unobservable inputs (Level 3), which include estimates of the rate of return, financing cost, capital structure and/or discount rate expectations of current market participants combined with estimated loan cash flows based on credit losses, payment rates and expectations of borrowers’ ability to make payments on a timely basis.

Note 9. Shareholders’ Equity

Capital Stock

We have authorization for 15 million shares of preferred stock with a par value of $0.01 and 500 million shares of common stock with a par value of $0.125. Outstanding common stock activity for the three years ended December 28, 2013 is presented below:

(In thousands)		2013			2012		2011
Beginning balance		271,263			278,873		275,739
Exercise of stock options		1,333			1,159		177
Issued to Textron Savings Plan		1,921			2,159		2,686
Exercise of warrants		7,435			—		—
Stock repurchases		—			(11,103	)	—
Other		107			175		271
Ending balance		282,059			271,263		278,873

Earnings per Share

We calculate basic and diluted earnings per share (EPS) based on net income, which approximates income available to common shareholders for each period. Basic EPS is calculated using the two-class method, which includes the weighted-average number of common shares outstanding during the period and restricted stock units to be paid in stock that are deemed participating securities as they provide nonforfeitable rights to dividends. Diluted EPS considers the dilutive effect of all potential future common stock, including stock options, restricted stock units and, prior to the maturity of our convertible notes on May 1, 2013, the shares that could have been issued upon the conversion of the notes and upon the exercise of the related warrants.

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

(In thousands)		2013			2012		2011
Basic weighted-average shares outstanding		279,299			280,182		277,684
Dilutive effect of:
Convertible notes and warrants		4,801			14,053		28,869
Stock options and restricted stock units		328			428		702
Diluted weighted-average shares outstanding		284,428			294,663		307,255

The dilutive effect of the convertible notes and warrants decreased significantly in 2013 from prior years due to the maturity of our convertible notes as described in Note 7. We intended to settle the face value of the notes in cash and the excess of the conversion value over the face value in cash and/or shares of our common stock; accordingly, only the shares of our common stock potentially issuable with respect to the excess of the notes’ conversion value over the face amount were considered in calculating diluted EPS. The call options purchased in connection with the issuance of the convertible notes and the capped call transaction were excluded from the calculation of diluted EPS as their impact was always anti-dilutive.

In 2013, 2012 and 2011, stock options to purchase 5 million, 7 million and 5 million shares, respectively, of common stock outstanding are excluded from our calculation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive.

Accumulated Other Comprehensive Loss

The components of Accumulated Other Comprehensive Loss are presented below:

(In millions)		Foreign Currency Translation Adjustments			Pension and Postretirement Benefits Adjustments			Deferred Gains/Losses on Hedge Contracts			Accumulated Other Comprehensive Loss
Balance at December 31, 2011		$	79		$	(1,711	)	$	7		$	(1,625	)
Other comprehensive loss before reclassifications		2			(230		)	11			(217		)
Amounts reclassified from Accumulated Other Comprehensive Loss		—			84			(12		)	72
Other comprehensive loss		2			(146		)	(1		)	(145		)
Balance at December 29, 2012		81			(1,857		)	6			(1,770		)
Other comprehensive income before reclassifications		12			626			(15		)	623
Amounts reclassified from Accumulated Other Comprehensive Loss		—			121			(1		)	120
Other comprehensive income		12			747			(16		)	743
Balance at December 28, 2013		$	93		$	(1,110	)	$	(10	)	$	(1,027	)

Other Comprehensive Income (Loss)

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

(In millions)		Pre-Tax Amount			Tax (Expense) Benefit			After-Tax Amount
2013
Pension and postretirement benefits adjustments:
Unrealized gains		$	1,019		$	(410	)	$	609
Amortization of net actuarial loss*		189			(67		)	122
Amortization of prior service cost*		(2		)	1			(1		)
Recognition of prior service cost		29			(12		)	17
Pension and postretirement benefits adjustments, net		1,235			(488		)	747
Deferred gains/losses on hedge contracts:
Current deferrals		(20		)	5			(15		)
Reclassification adjustments		(1		)	—			(1		)
Deferred gains/losses on hedge contracts, net		(21		)	5			(16		)
Foreign currency translation adjustments		13			(1		)	12
Total		$	1,227		$	(484	)	$	743
2012
Pension and postretirement benefits adjustments:
Unrealized losses		$	(417	)	$	186		$	(231	)
Amortization of net actuarial loss*		124			(43		)	81
Amortization of prior service cost*		5			(2		)	3
Recognition of prior service cost		2			(1		)	1
Pension and postretirement benefits adjustments, net		(286		)	140			(146		)
Deferred gains/losses on hedge contracts:
Current deferrals		14			(3		)	11
Reclassification adjustments		(15		)	3			(12		)
Deferred gains/losses on hedge contracts, net		(1		)	—			(1		)
Foreign currency translation adjustments		(6		)	8			2
Total		$	(293	)	$	148		$	(145	)
2011
Pension and postretirement benefits adjustments:
Unrealized losses		$	(542	)	$	182		$	(360	)
Amortization of net actuarial loss *		89			(30		)	59
Amortization of prior service cost*		8			(3		)	5
Recognition of prior service cost		15			(5		)	10
Pension and postretirement benefits adjustments, net		(430		)	144			(286		)
Deferred gains on hedge contracts
Current deferrals		(7		)	2			(5		)
Reclassification adjustments		(22		)	7			(15		)
Deferred gains/losses on hedge contracts, net		(29		)	9			(20		)
Foreign currency translation adjustments		(1		)	(2		)	(3		)
Total		$	(460	)	$	151		$	(309	)

*These components of other comprehensive income are included in the computation of net periodic pension cost. See Note 11 for additional information.

Note 10. Share-Based Compensation

Our 2007 Long-Term Incentive Plan (Plan) authorizes awards to our key employees in the form of options to purchase our shares, restricted stock, restricted stock units, stock appreciation rights, performance stock awards and other awards. A maximum of 12 million shares is authorized for issuance for all purposes under the Plan plus any shares that become available upon cancellation, forfeiture or expiration of awards granted under the 1999 Long-Term Incentive Plan. No more than 12 million shares may be awarded pursuant to incentive stock options, and no more than 3 million shares may be awarded pursuant to restricted stock units or other awards intended to be paid in shares. The Plan also authorizes performance share units to be paid in cash based upon the value of our common stock.

Through our Deferred Income Plan for Textron Executives (DIP), we provide certain executives the opportunity to voluntarily defer up to 25% of their base salary and up to 80% of annual, long-term incentive and other compensation. Elective deferrals may be put into either a stock unit account or an interest-bearing account. Executives who are eligible to participate in the DIP and have not achieved and/or maintained the required minimum stock ownership level are required to defer part of each subsequent long-term incentive compensation cash payout into the DIP stock unit account until the ownership requirements are satisfied. Participants cannot move amounts between the two accounts while actively employed by us and cannot receive distributions until termination of employment. The intrinsic value of amounts paid under the DIP totaled $1 million in each of the three years ended December 28, 2013.

Share-based compensation costs are reflected primarily in selling and administrative expenses. The compensation expense that has been recorded in net income for our share-based compensation plans is as follows:

(In millions)			2013					2012				2011
Compensation expense				$	86				$	71			$	50
Income tax benefit				(32		)			(26		)		(18		)
Total net compensation cost included in net income				$	54				$	45			$	32

Compensation expense included approximately $26 million, $23 million and $17 million in 2013, 2012 and 2011, respectively, for a portion of the fair value of options issued and the portion of previously granted options for which the requisite service has been rendered.

Compensation cost for awards subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. As of December 28, 2013, we had not recognized $61 million of total compensation costs associated with unvested awards subject only to service conditions. We expect to recognize compensation expense for these awards over a weighted-average period of approximately two years.

Stock Options

Options to purchase our shares have a maximum term of ten years and generally vest ratably over a three-year period. The stock option compensation cost calculated under the fair value approach is recognized over the vesting period of the stock options. We estimate the fair value of options granted on the date of grant using the Black-Scholes option-pricing model. Expected volatilities are based on implied volatilities from traded options on our common stock, historical volatilities and other factors. The expected term is based on historical option exercise data, which is adjusted to reflect any anticipated changes in expected behavior.

The weighted-average fair value of options granted during the past three years and the assumptions used in our option-pricing model for such grants are as follows:

		2013			2012			2011
Fair value of options at grant date		$	9.69		$	10.19		$	9.84
Dividend yield		0.3%			0.3%			0.3%
Expected volatility		37.0%			40.0%			38.0%
Risk-free interest rate		0.9%			0.9%			2.4%
Expected term (in years)		5.5			5.5			5.5

The stock option activity under the Plan in 2013 is provided below:

(Options in thousands)		Number of Options		Weighted- Average Exercise Price
Outstanding at beginning of year		9,484			$	27.98
Granted		2,169			28.47
Exercised		(1,408	)		(23.38		)
Canceled, expired or forfeited		(1,227	)		(37.13		)
Outstanding at end of year		9,018			$	27.57
Exercisable at end of year		4,362			$	27.23

At December 28, 2013, our outstanding options had an aggregate intrinsic value of $88 million and a weighted-average remaining contractual life of six years. Our exercisable options had an aggregate intrinsic value of $47 million and a weighted-average remaining contractual life of five years at December 28, 2013. The total intrinsic value of options exercised during 2013, 2012 and 2011 amounted to $10 million, $11 million and $2 million, respectively.

Restricted Stock Units

In 2013 and 2012, we issued restricted stock units settled in both cash and stock (vesting one-third each in the third, fourth and fifth year following the year of the grant), which included the right to receive dividend equivalents. The fair value of these units is based solely on the trading price of our common stock on the grant date and is recognized ratably over the vesting period. During 2009 through 2011, we issued restricted stock units settled in cash that vested in equal installments over five years. In 2008, restricted stock unit awards generally were payable in shares of common stock (vesting one-third each in the third, fourth and fifth year following the year of the grant). The 2013 activity for restricted stock units is provided below:

		Units Payable in Stock						Units Payable in Cash
(Shares/Units in thousands)		Number of Shares		Weighted- Average Grant Date Fair Value				Number of Units		Weighted- Average Grant Date Fair Value
Outstanding at beginning of year, nonvested		710			$	29.94		2,540			$	20.79
Granted		257			28.47			596			28.43
Vested		(146	)		(40.36		)	(720	)		(17.19		)
Forfeited		(41	)		(27.87		)	(391	)		(23.85		)
Outstanding at end of year, nonvested		780			$	27.56		2,025			$	23.73

The fair value of the restricted stock awards that vested and/or amounts paid under these awards during the respective periods is as follows:

(In millions)		2013					2012				2011
Fair value of awards vested			$	26				$	35			$	41
Cash paid			23					25				23

Performance Share Units

The fair value of share-based compensation awards accounted for as liabilities includes performance share units, which are paid in cash in the first quarter of the year following vesting. Payouts under performance share units vary based on certain performance criteria generally set for each year of a three-year performance period. The performance share units vest at the end of three years. The fair value of these awards is based on the trading price of our common stock and is remeasured at each reporting period date.

The 2013 activity for our performance share units is as follows:

(Units in thousands)		Number of Units		Weighted- Average Grant Date Fair Value
Outstanding at beginning of year, nonvested		875			$	27.14
Granted		421			28.47
Vested		(344	)		(26.25		)
Forfeited		(57	)		(27.44		)
Outstanding at end of year, nonvested		895			$	28.08

The fair value of the performance share units that vested and/or amounts paid under these awards during the respective periods is as follows:

(In millions)			2013				2012			2011
Fair value of awards vested			$	13			$	10		$	33
Cash paid			11				52			1

Note 11. Retirement Plans

Our defined benefit and defined contribution plans cover substantially all of our employees. A significant number of our U.S.-based employees participate in the Textron Retirement Plan, which is designed to be a “floor-offset” arrangement with both a defined benefit component and a defined contribution component. The defined benefit component of the arrangement includes the Textron Master Retirement Plan (TMRP) and the Bell Helicopter Textron Master Retirement Plan (BHTMRP), and the defined contribution component is the Retirement Account Plan (RAP). The defined benefit component provides a minimum guaranteed benefit (or “floor” benefit). Under the RAP, participants are eligible to receive contributions from Textron of 2% of their eligible compensation but may not make contributions to the plan. Upon retirement, participants receive the greater of the floor benefit or the value of the RAP. Both the TMRP and the BHTMRP are subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective on January 1, 2010, the Textron Retirement Plan was closed to new participants, and employees hired after that date receive an additional 4% annual cash contribution to their Textron Savings Plan account based on their eligible compensation.

We also have domestic and foreign funded and unfunded defined benefit pension plans that cover certain of our U.S. and foreign employees. In addition, several defined contribution plans are sponsored by our various businesses, of which the largest plan is the Textron Savings Plan, which is a qualified 401(k) plan subject to ERISA. Our defined contribution plans cost approximately $93 million, $88 million and $85 million in 2013, 2012 and 2011, respectively; these amounts include $19 million, $21 million and $23 million, respectively, in contributions to the RAP. We also provide postretirement benefits other than pensions for certain retired employees in the U.S., which include healthcare, dental care, Medicare Part B reimbursement and life insurance benefits.

Periodic Benefit Cost

The components of our net periodic benefit cost and other amounts recognized in OCI are as follows:

			Pension Benefits										Postretirement Benefits Other than Pensions
(In millions)			2013				2012			2011				2013				2012			2011
Net periodic benefit cost
Service cost			$	133			$	119		$	129			$	6			$	6		$	8
Interest cost			290				305			327				19				25			33
Expected return on plan assets			(418		)		(407		)	(393		)		—				—			—
Amortization of prior service cost (credit)			15				16			16				(17		)		(11		)	(8		)
Amortization of net actuarial loss			183				118			75				6				7			11
Curtailment and special termination charges			—				—			(1		)		—				—			—
Net periodic benefit cost			$	203			$	151		$	153			$	14			$	27		$	44
Other changes in plan assets and benefit obligations recognized in OCI
Current year actuarial loss (gain)			$	(964	)		$	402		$	556			$	(55	)		$	15		$	(17	)
Current year prior service cost (credit)			16				—			7				(45		)		(2		)	(23		)
Amortization of net actuarial loss			(183		)		(118		)	(75		)		(6		)		(7		)	(11		)
Amortization of prior service credit (cost)			(15		)		(16		)	(16		)		17				11			8
Curtailments and settlements			—				—			1				—				—			—
Total recognized in OCI, before taxes			$	(1,146	)		$	268		$	473			$	(89	)		$	17		$	(43	)
Total recognized in net periodic benefit cost and OCI			$	(943	)		$	419		$	626			$	(75	)		$	44		$	1

The estimated amount that will be amortized from Accumulated other comprehensive loss into net periodic pension costs in 2014 is as follows:

(In millions)		Pension Benefits			Postretirement Benefits Other than Pensions
Net actuarial loss		$	112		$	2
Prior service cost (credit)		15			(22		)
		$	127		$	(20	)

Obligations and Funded Status

All of our plans are measured as of our fiscal year-end. The changes in the projected benefit obligation and in the fair value of plan assets, along with our funded status, are as follows:

		Pension Benefits								Postretirement Benefits Other than Pensions
(In millions)			2013				2012				2013				2012
Change in benefit obligation
Benefit obligation at beginning of year			$	7,053			$	6,325			$	564			$	561
Service cost			133				119				6				6
Interest cost			290				305				19				25
Amendments			16				—				(45		)		(2		)
Plan participants’ contributions			—				—				4				5
Actuarial losses (gains)			(566		)		644				(55		)		15
Benefits paid			(373		)		(360		)		(48		)		(52		)
Foreign exchange rate changes			(13		)		29				—				—
Other			4				(9		)		—				6
Benefit obligation at end of year			$	6,544			$	7,053			$	445			$	564
Change in fair value of plan assets
Fair value of plan assets at beginning of year			$	5,715			$	5,013
Actual return on plan assets			819				649
Employer contributions			185				389
Benefits paid			(373		)		(360		)
Foreign exchange rate changes			(1		)		24
Fair value of plan assets at end of year			$	6,345			$	5,715
Funded status at end of year			$	(199	)		$	(1,338	)		$	(445	)		$	(564	)

Amounts recognized in our balance sheets are as follows:

		Pension Benefits								Postretirement Benefits Other than Pensions
(In millions)			2013				2012				2013				2012
Non-current assets			$	413			$	61			$	—			$	—
Current liabilities			(26		)		(26		)		(48		)		(52		)
Non-current liabilities			(586		)		(1,373		)		(397		)		(512		)
Recognized in Accumulated other comprehensive loss, pre-tax:
Net loss			1,596				2,750				38				99
Prior service cost (credit)			114				113				(69		)		(41		)

The accumulated benefit obligation for all defined benefit pension plans was $6.1 billion and $6.6 billion at December 28, 2013 and December 29, 2012, respectively, which included $359 million and $388 million, respectively, in accumulated benefit obligations for unfunded plans where funding is not permitted or in foreign environments where funding is not feasible.

Pension plans with accumulated benefit obligations exceeding the fair value of plan assets are as follows:

(In millions)			2013				2012
Projected benefit obligation			$	2,828			$	6,869
Accumulated benefit obligation			2,629				6,404
Fair value of plan assets			2,215				5,470

Assumptions

The weighted-average assumptions we use for our pension and postretirement plans are as follows:

		Pension Benefits									Postretirement Benefits Other than Pensions
			2013			2012		2011			2013			2012		2011
Net periodic benefit cost
Discount rate			4.23%			4.94%		5.71%			3.75%			4.75%		5.50%
Expected long-term rate of return on assets			7.56%			7.58%		7.84%
Rate of compensation increase			3.31%			3.49%		3.99%
Benefit obligations at year-end
Discount rate			4.94%			4.23%		4.95%			4.50%			3.75%		4.75%
Rate of compensation increases			3.34%			3.48%		3.49%

Assumed healthcare cost trend rates are as follows:

			2013			2012
Medical cost trend rate			7.2%			8.4%
Prescription drug cost trend rate			7.2%			8.4%
Rate to which medical and prescription drug cost trend rates will gradually decline			5.0%			5.0%
Year that the rates reach the rate where we assume they will remain			2021			2021

These assumed healthcare cost trend rates have a significant effect on the amounts reported for the postretirement benefits other than pensions. A one-percentage-point change in these assumed healthcare cost trend rates would have the following effects:

(In millions)		One- Percentage- Point Increase			One- Percentage- Point Decrease
Effect on total of service and interest cost components		$	2		$	(2	)
Effect on postretirement benefit obligations other than pensions		23			(21		)

Pension Assets

The expected long-term rate of return on plan assets is determined based on a variety of considerations, including the established asset allocation targets and expectations for those asset classes, historical returns of the plans’ assets and other market considerations. We invest our pension assets with the objective of achieving a total rate of return, over the long term, sufficient to fund future pension obligations and to minimize future pension contributions. We are willing to tolerate a commensurate level of risk to achieve this objective based on the funded status of the plans and the long-term nature of our pension liability. Risk is controlled by maintaining a portfolio of assets that is diversified across a variety of asset classes, investment styles and investment managers. All of the assets are managed by external investment managers, and the majority of the assets are actively managed. Where possible, investment managers are prohibited from owning our stock in the portfolios that they manage on our behalf.

For U.S. plan assets, which represent the majority of our plan assets, asset allocation target ranges are established consistent with our investment objectives, and the assets are rebalanced periodically. For foreign plan assets, allocations are based on expected cash flow needs and assessments of the local practices and markets. Our target allocation ranges are as follows:

U.S. Plan Assets
Domestic equity securities		26% to 40%
International equity securities		11% to 22%
Debt securities		25% to 35%
Private equity partnerships		5% to 11%
Real estate		7% to 13%
Hedge funds		0% to 5%
Foreign Plan Assets
Equity securities		38% to 65%
Debt securities		29% to 38%
Real estate		3% to 14%

The fair value of total pension plan assets by major category and level in the fair value hierarchy as defined in Note 8 is as follows:

		December 28, 2013										December 29, 2012
(In millions)			Level 1			Level 2			Level 3				Level 1			Level 2			Level 3
Cash and equivalents			$	17		$	144		$	—			$	16		$	157		$	—
Equity securities:
Domestic			1,179			866			—				1,149			560			—
International			1,140			258			—				981			268			—
Debt securities:
National, state and local governments			506			411			—				594			318			—
Corporate debt			—			638			—				13			647			—
Asset-backed securities			—			153			—				1			91			—
Private equity partnerships			—			—			305				—			—			308
Real estate			—			—			553				—			—			508
Hedge funds			—			—			175				—			—			104
Total			$	2,842		$	2,470		$	1,033			$	2,754		$	2,041		$	920

Cash equivalents and equity and debt securities include comingled funds, which represent investments in funds offered to institutional investors that are similar to mutual funds in that they provide diversification by holding various equity and debt securities. Since these comingled funds are not quoted on any active market, they are priced based on the relative value of the underlying equity and debt investments and their individual prices at any given time; accordingly, they are classified as Level 2. Debt securities are valued based on same day actual trading prices, if available. If such prices are not available, we use a matrix pricing model with historical prices, trends and other factors.

Private equity partnerships represent investments in funds, which, in turn, invest in stocks and debt securities of companies that, in most cases, are not publicly traded. These partnerships are valued using income and market methods that include cash flow projections and market multiples for various comparable companies. Real estate includes owned properties and investments in partnerships. Owned properties are valued using certified appraisals at least every three years, which then are updated at least annually by the real estate investment manager based on current market trends and other available information. These appraisals generally use the standard methods for valuing real estate, including forecasting income and identifying current transactions for comparable real estate to arrive at a fair value. Real estate partnerships are valued similar to private equity partnerships, with the general partner using standard real estate valuation methods to value the real estate properties and securities held within their fund portfolios. We believe these assumptions are consistent with assumptions that market participants would use in valuing these investments.

Hedge funds represent an investment in a diversified fund of hedge funds of which we are the sole investor. The fund invests in portfolio funds that are not publicly traded and are managed by various portfolio managers. Investments in portfolio funds are typically valued on the basis of the most recent price or valuation provided by the relevant fund’s administrator. The administrator for the fund aggregates these valuations with the other assets and liabilities to calculate the net asset value of the fund.

The table below presents a reconciliation of the beginning and ending balances for fair value measurements that use significant unobservable inputs (Level 3) by major category:

(In millions)		Hedge Funds			Private Equity Partnerships			Real Estate
Balance at beginning of year		$	104		$	308		$	508
Actual return on plan assets:
Related to assets still held at reporting date		16			(5		)	26
Related to assets sold during the period		—			44			23
Purchases, sales and settlements, net		55			(42		)	(4		)
Balance at end of year		$	175		$	305		$	553

Estimated Future Cash Flow Impact

Defined benefits under salaried plans are based on salary and years of service. Hourly plans generally provide benefits based on stated amounts for each year of service. Our funding policy is consistent with applicable laws and regulations. In 2014, we expect to contribute approximately $58 million to fund non-qualified plans and foreign plans, and $19 million to the RAP. We do not expect to contribute to our qualified pension plans or our other postretirement benefit plans. Benefit payments provided below reflect expected future employee service, as appropriate, and are expected to be paid, net of estimated participant contributions. These payments are based on the same assumptions used to measure our benefit obligation at the end of fiscal 2013. While pension benefit payments primarily will be paid out of qualified pension trusts, we will pay postretirement benefits other than pensions out of our general corporate assets. Benefit payments that we expect to pay are as follows:

(In millions)		2014			2015			2016			2017			2018			2019-2023
Pension benefits		$	367		$	369		$	373		$	378		$	384		$	2,047
Post-retirement benefits other than pensions		49			48			46			44			42			171

Note 12. Income Taxes

We conduct business globally and, as a result, file numerous consolidated and separate income tax returns within and outside the U.S. For all of our U.S. subsidiaries, we file a consolidated federal income tax return. Income from continuing operations before income taxes is as follows:

(In millions)			2013				2012			2011
U.S.			$	454			$	644		$	137
Non-U.S.			220				197			200
Total income from continuing operations before income taxes			$	674			$	841		$	337

Income tax expense for continuing operations is summarized as follows:

(In millions)			2013				2012			2011
Current:
Federal			$	23			$	40		$	(23	)
State			10				9			15
Non-U.S.			56				29			29
			89				78			21
Deferred:
Federal			91				169			67
State			13				23			1
Non-U.S.			(17		)		(10		)	6
			87				182			74
Income tax expense			$	176			$	260		$	95

The current federal and state provisions for 2012 and 2011 included $25 million and $37 million, respectively, of tax related to the sale of certain leveraged leases in the Finance segment for which we had previously recorded significant deferred tax liabilities.

The following table reconciles the federal statutory income tax rate to our effective income tax rate for continuing operations:

			2013			2012		2011
Federal statutory income tax rate			35.0%			35.0%		35.0%
Increase (decrease) in taxes resulting from:
State income taxes			2.4			2.2		3.1
Non-U.S. tax rate differential and foreign tax credits			(7.2)			(5.4)		(9.4)
Research credit			(3.8)			—		(2.5)
Other, net			(0.3)			(0.9)		1.9
Effective rate			26.1%			30.9%		28.1%

The amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and non-U.S. tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued, where applicable. If we do not believe that it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to settlement of income tax examinations, new regulatory or judicial pronouncements, expiration of statutes of limitations or other relevant events. As a result, our effective tax rate may fluctuate significantly on a quarterly and annual basis.

Our unrecognized tax benefits represent tax positions for which reserves have been established. Unrecognized state tax benefits and interest related to unrecognized tax benefits are reflected net of applicable tax benefits. A reconciliation of our unrecognized tax benefits, excluding accrued interest, is as follows:

(In millions)			December 28, 2013				December 29, 2012
Balance at beginning of year			$	290			$	294
Additions for tax positions related to current year			15				5
Additions for tax positions of prior years			1				2
Reductions for tax positions of prior years			(17		)		(3		)
Reductions for expiration of statute of limitations and settlements			(5		)		(8		)
Balance at end of year			$	284			$	290

At both December 28, 2013 and December 29, 2012, approximately $204 million of these unrecognized tax benefits, if recognized, would favorably affect our effective tax rate in a future period. The remaining $80 million in unrecognized tax benefits were related to discontinued operations.

It is reasonably possible that within the next 12 months our unrecognized tax benefits, exclusive of interest, may decrease in the range of $0 to $213 million, as a result of the conclusion of audits and any related appeals or review processes, the expiration of statutes of limitations and additional worldwide uncertain tax positions. This potential decrease primarily relates to uncertainties with respect to prior dispositions and research tax credits. However, based on the process of finalizing audits and any required review process by relevant authorities, it is difficult to estimate the timing and amount of potential changes to our unrecognized tax benefits. Although the outcome of these matters cannot be determined, we believe adequate provision has been made for any potential unfavorable financial statement impact.

In the normal course of business, we are subject to examination by taxing authorities throughout the world, including major jurisdictions such as Canada, China, Germany, Japan, Mexico and the U.S. With few exceptions, we no longer are subject to U.S. federal, state and local income tax examinations for years before 1997. We are no longer subject to non-U.S. income tax examinations in our major jurisdictions for years before 2005.

During 2013, 2012 and 2011, we recognized net tax-related interest expense totaling approximately $6 million, $9 million and $10 million, respectively, in the Consolidated Statements of Operations. At December 28, 2013 and December 29, 2012, we had a total of $126 million and $134 million, respectively, of net accrued interest expense included in our Consolidated Balance Sheets.

The tax effects of temporary differences that give rise to significant portions of our net deferred tax assets and liabilities are as follows:

(In millions)		December 28, 2013			December 29, 2012
Deferred tax assets
Obligation for pension and postretirement benefits		$	358		$	643
Accrued expenses*		182			205
Deferred compensation		161			180
Loss carryforwards		84			81
Allowance for credit losses		29			39
Inventory		18			30
Deferred income		14			29
Valuation allowance on finance receivables held for sale		7			40
Other, net		123			168
Total deferred tax assets		976			1,415
Valuation allowance for deferred tax assets		(166		)	(165		)
		$	810		$	1,250
Deferred tax liabilities
Leasing transactions		$	(184	)	$	(217	)
Property, plant and equipment, principally depreciation		(174		)	(138		)
Prepaid pension and postretirement benefits		(143		)	—
Amortization of goodwill and other intangibles		(109		)	(110		)
Total deferred tax liabilities		(610		)	(465		)
Net deferred tax asset		$	200		$	785

• Accrued expenses includes warranty and product maintenance reserves, self-insured liabilities and interest.

We believe that our earnings during the periods when the temporary differences become deductible will be sufficient to realize the related future income tax benefits. For those jurisdictions where the expiration date of tax carryforwards or the projected operating results indicate that realization is not more than likely, a valuation allowance is provided.

The following table presents the breakdown between current and long-term net deferred tax assets:

(In millions)		December 28, 2013			December 29, 2012
Manufacturing group:
Other current assets		$	206		$	256
Other assets		270			591
Other liabilities		(147		)	—
Finance group - Other liabilities		(129		)	(62		)
Net deferred tax asset		$	200		$	785

Our net operating loss and credit carryforwards at December 28, 2013 are as follows:

(In millions)
Non-U.S. net operating loss with no expiration		$	95
Non-U.S. net operating loss expiring through 2033		53
State net operating loss and tax credits, net of tax benefits, expiring through 2033		55

The undistributed earnings of our non-U.S. subsidiaries approximated $778 million at December 28, 2013. We consider the undistributed earnings to be indefinitely reinvested; therefore, we have not provided a deferred tax liability for any residual U.S. tax that may be due upon repatriation of these earnings. Because of the effect of U.S. foreign tax credits, it is not practicable to estimate the amount of tax that might be payable on these earnings in the event they no longer are indefinitely reinvested.

Note 13. Contingencies and Commitments

We are subject to legal proceedings and other claims arising out of the conduct of our business, including proceedings and claims relating to commercial and financial transactions; government contracts; alleged lack of compliance with applicable laws and regulations; production partners; product liability; patent and trademark infringement; employment disputes; and environmental, safety and health matters. Some of these legal proceedings and claims seek damages, fines or penalties in substantial amounts or remediation of environmental contamination. As a government contractor, we are subject to audits, reviews and investigations to determine whether our operations are being conducted in accordance with applicable regulatory requirements. Under federal government procurement regulations, certain claims brought by the U.S. Government could result in our suspension or debarment from U.S. Government contracting for a period of time. On the basis of information presently available, we do not believe that existing proceedings and claims will have a material effect on our financial position or results of operations.

In the ordinary course of business, we enter into standby letter of credit agreements and surety bonds with financial institutions to meet various performance and other obligations. These outstanding letter of credit arrangements and surety bonds aggregated to approximately $298 million and $323 million at December 28, 2013 and December 29, 2012, respectively.

Environmental Remediation

As with other industrial enterprises engaged in similar businesses, we are involved in a number of remedial actions under various federal and state laws and regulations relating to the environment that impose liability on companies to clean up, or contribute to the cost of cleaning up, sites on which hazardous wastes or materials were disposed or released. Our accrued environmental liabilities relate to installation of remediation systems, disposal costs, U.S. Environmental Protection Agency oversight costs, legal fees, and operating and maintenance costs for both currently and formerly owned or operated facilities. Circumstances that can affect the reliability and precision of the accruals include the identification of additional sites, environmental regulations, level of cleanup required, technologies available, number and financial condition of other contributors to remediation and the time period over which remediation may occur. We believe that any changes to the accruals that may result from these factors and uncertainties will not have a material effect on our financial position or results of operations.

Based upon information currently available, we estimate that our potential environmental liabilities are within the range of $40 million to $170 million. At December 28, 2013, environmental reserves of approximately $74 million have been established to address these specific estimated liabilities. We estimate that we will likely pay our accrued environmental remediation liabilities over the next five to ten years and have classified $21 million as current liabilities. Expenditures to evaluate and remediate contaminated sites approximated $12 million, $15 million and $9 million in 2013, 2012 and 2011, respectively.

Leases

Rental expense approximated $95 million, $97 million and $93 million in 2013, 2012 and 2011, respectively. Future minimum rental commitments for noncancelable operating leases in effect at December 28, 2013 approximated $64 million for 2014, $46 million for 2015, $36 million for 2016, $28 million for 2017, $21 million for 2018 and a total of $148 million thereafter.

Note 14. Supplemental Cash Flow Information

We have made the following cash payments:

(In millions)		2013			2012			2011
Interest paid:
Manufacturing group		$	124		$	135		$	135
Finance group		46			64			89
Net taxes paid /(received):
Manufacturing group		223			(7		)	30
Finance group		(49		)	43			(65		)

Cash paid for interest by the Finance group included amounts paid to the Manufacturing group of $11 million and $26 million in 2012 and 2011, respectively. Cash paid for interest by the Finance group to the Manufacturing group was not significant in 2013.

In 2012, net taxes paid by the Finance group included a payment of $111 million primarily from a settlement related to the IRS’s challenge of tax deductions claimed in prior years for certain leveraged lease transactions.

Note 15. Segment and Geographic Data

We operate in, and report financial information for, the following five business segments: Cessna, Bell, Textron Systems, Industrial and Finance. The accounting policies of the segments are the same as those described in Note 1.

Cessna products include Citation jets, Caravan single-engine utility turboprops, single-engine utility and high-performance piston aircraft, and aftermarket services sold to a diverse base of corporate and individual buyers.

Bell products include military and commercial helicopters, tiltrotor aircraft and related spare parts and services. Bell supplies military helicopters and, in association with The Boeing Company, military tiltrotor aircraft, and aftermarket services to the U.S. and non-U.S. governments. Bell also supplies commercial helicopters and aftermarket services to corporate, offshore petroleum exploration and development, utility, charter, police, fire, rescue, emergency medical helicopter operators and foreign governments.

Textron Systems products include unmanned aircraft systems, marine and land systems, weapons and sensors and a variety of defense and aviation mission support products and services primarily for U.S. and non-U.S. governments. In December 2013, we acquired two flight simulation and aircraft training product businesses.

Industrial products and markets include the following:

· Kautex products include blow-molded plastic fuel systems, windshield and headlamp washer systems, selective catalytic reduction systems and engine camshafts that are marketed primarily to automobile original equipment manufacturers, as well as plastic bottles and containers for various uses;

· Greenlee products include powered equipment, electrical test and measurement instruments, mechanical and hydraulic tools, cable connectors, and fiber optic assemblies, principally used in the construction, maintenance, telecommunications, data communications, utility and plumbing industries. During 2013, we acquired two businesses, a manufacturer of underground and aerial transmission and distribution products, and a designer and manufacturer of power utility products; and

· E-Z-GO and Jacobsen products include golf cars; off-road, utility and light transportation vehicles; professional turf-maintenance equipment and specialized turf-care vehicles that are marketed primarily to golf courses, resort communities, municipalities, sporting venues, consumers, and commercial and industrial users.

The Finance segment provides commercial loans and leases primarily for new Cessna aircraft and Bell helicopters as well as pre-owned Cessna aircraft and Bell helicopters on a limited basis.

Segment profit is an important measure used for evaluating performance and for decision-making purposes. Segment profit for the manufacturing segments excludes interest expense and certain corporate expenses. The measurement for the Finance segment includes interest income and expense along with intercompany interest expense. Provisions for losses on finance receivables involving the sale or lease of our products are recorded by the selling manufacturing segment when our Finance group has recourse to the Manufacturing group.

Our revenues by segment, along with a reconciliation of segment profit (loss) to income from continuing operations before income taxes, are as follows:

		Revenues									Segment Profit (Loss)
(In millions)		2013			2012			2011			2013			2012			2011
Cessna		$	2,784		$	3,111		$	2,990		$	(48	)	$	82		$	60
Bell		4,511			4,274			3,525			573			639			521
Textron Systems		1,665			1,737			1,872			147			132			141
Industrial		3,012			2,900			2,785			242			215			202
Finance		132			215			103			49			64			(333		)
Total		$	12,104		$	12,237		$	11,275		$	963		$	1,132		$	591
Corporate expenses and other, net											(166		)	(148		)	(114		)
Interest expense, net for Manufacturing group											(123		)	(143		)	(140		)
Income from continuing operations before income taxes											$	674		$	841		$	337

Revenues by major product type are summarized below:

		Revenues
(In millions)		2013			2012			2011
Rotor aircraft		$	4,511		$	4,274		$	3,525
Fixed-wing aircraft		2,784			3,111			2,990
Unmanned aircraft systems, armored vehicles, precision weapons and other		1,665			1,737			1,872
Fuel systems and functional components		1,853			1,842			1,823
Powered equipment, testing and measurement instruments		446			398			402
Golf, turf-care, and light transportation vehicles		713			660			560
Finance		132			215			103
Total		$	12,104		$	12,237		$	11,275

Our revenues included sales to the U.S. Government of approximately $3.7 billion, $3.6 billion and $3.5 billion in 2013, 2012 and 2011, respectively, primarily in the Bell and Textron Systems segments.

Other information by segment is provided below:

		Assets						Capital Expenditures									Depreciation and Amortization
(In millions)		December 28, 2013			December 29, 2012			2013			2012			2011			2013			2012			2011
Cessna		$	2,260		$	2,224		$	72		$	93		$	101		$	87		$	102		$	109
Bell		2,899			2,399			197			172			184			116			102			95
Textron Systems		2,106			1,987			66			108			37			89			75			85
Industrial		1,956			1,755			89			97			94			72			70			72
Finance		1,725			2,322			—			—			—			18			25			32
Corporate		1,998			2,346			20			10			7			7			9			10
Total		$	12,944		$	13,033		$	444		$	480		$	423		$	389		$	383		$	403

Geographic Data

Presented below is selected financial information of our continuing operations by geographic area:

		Revenues*									Property, Plant and Equipment, net**
(In millions)		2013			2012			2011			December 28, 2013			December 29, 2012
United States		$	7,512		$	7,586		$	7,138		$	1,701		$	1,644
Europe		1,535			1,655			1,577			288			275
Canada		375			447			289			101			106
Latin America and Mexico		878			893			820			45			43
Asia and Australia		1,111			1,264			1,032			80			82
Middle East and Africa		693			392			419			—			—
Total		$	12,104		$	12,237		$	11,275		$	2,215		$	2,150

* Revenues are attributed to countries based on the location of the customer.

** Property, plant and equipment, net are based on the location of the asset.

Quarterly Data

(Unaudited)			2013											2012
(Dollars in millions, except per share amounts)			Q1			Q2			Q3			Q4		Q1			Q2			Q3			Q4
Revenues
Cessna			$	708		$	560		$	593		$	923	$	669		$	763		$	778		$	901
Bell			949			1,025			1,162			1,375		994			1,056			1,075			1,149
Textron Systems			429			422			405			409		377			389			400			571
Industrial			727			801			711			773		755			756			683			706
Finance			42			31			33			26		61			55			64			35
Total revenues			$	2,855		$	2,839		$	2,904		$	3,506	$	2,856		$	3,019		$	3,000		$	3,362
Segment profit
Cessna (a)			$	(8	)	$	(50	)	$	(23	)	$	33	$	(6	)	$	35		$	30		$	23
Bell			129			135			131			178		145			152			165			177
Textron Systems			38			34			35			40		35			40			21			36
Industrial			57			79			52			54		73			61			38			43
Finance			19			15			13			2		12			22			28			2
Total segment profit			235			213			208			307		259			310			282			281
Corporate expenses and other, net			(55		)	(20		)	(34		)	(57)		(47		)	(20		)	(38		)	(43)
Interest expense, net for Manufacturing group			(37		)	(30		)	(29		)	(27)		(35		)	(35		)	(35		)	(38)
Income tax expense			(28		)	(49		)	(47		)	(52)		(57		)	(82		)	(67		)	(54)
Income from continuing operations			115			114			98			171		120			173			142			146
Income (loss) from discontinued operations, net of income taxes			4			(1		)	1			(4)		(2		)	(1		)	9			2
Net income			$	119		$	113		$	99		$	167	$	118		$	172		$	151		$	148
Basic earnings per share
Continuing operations			$	0.42		$	0.41		$	0.35		$	0.60	$	0.43		$	0.61		$	0.51		$	0.52
Discontinued operations			0.02			(0.01		)	—			(0.01)		(0.01		)	—			0.03			0.01
Basic earnings per share			$	0.44		$	0.40		$	0.35		$	0.59	$	0.42		$	0.61		$	0.54		$	0.53
Basic average shares outstanding (In thousands)			273,200			280,163			281,525			282,308		280,022			281,114			281,813			277,780
Diluted earnings per share
Continuing operations			$	0.40		$	0.40		$	0.35		$	0.60	$	0.41		$	0.58		$	0.48		$	0.50
Discontinued operations			0.01			—			—			(0.01)		(0.01		)	—			0.03			0.01
Diluted earnings per share			$	0.41		$	0.40		$	0.35		$	0.59	$	0.40		$	0.58		$	0.51		$	0.51
Diluted average shares outstanding (In thousands)			288,978			283,824			281,710			282,707		294,632			295,547			296,920			291,562
Segment profit margins
Cessna			(1.1)%			(8.9)%			(3.9)%			3.6%		(0.9)%			4.6%			3.9%			2.6%
Bell			13.6			13.2			11.3			12.9		14.6			14.4			15.3			15.4
Textron Systems			8.9			8.1			8.6			9.8		9.3			10.3			5.3			6.3
Industrial			7.8			9.9			7.3			7.0		9.7			8.1			5.6			6.1
Finance			45.2			48.4			39.4			7.7		19.7			40.0			43.8			5.7
Segment profit margin			8.2%			7.5%			7.2%			8.8%		9.1%			10.3%			9.4%			8.4%
Common stock information
Price range: High			$	31.30		$	30.22		$	29.81		$	37.43	$	28.29		$	29.18		$	28.80		$	26.75
Low			$	23.94		$	24.87		$	25.36		$	26.17	$	18.37		$	21.97		$	22.15		$	22.84
Dividends declared per share			$	0.02		$	0.02		$	0.02		$	0.02	$	0.02		$	0.02		$	0.02		$	0.02

(a) The second quarter of 2013 included $28 million in severance costs. The fourth quarter of 2012 included a $27 million charge related to an award against Cessna in an arbitration proceeding.

Schedule II — Valuation and Qualifying Accounts

(In millions)		2013			2012			2011
Allowance for doubtful accounts
Balance at beginning of year		$	19		$	18		$	20
Charged to costs and expenses		7			4			7
Deductions from reserves*		(4		)	(3		)	(9		)
Balance at end of year		$	22		$	19		$	18
Inventory FIFO reserves
Balance at beginning of year		$	136		$	134		$	133
Charged to costs and expenses		54			42			35
Deductions from reserves*		(40		)	(40		)	(34		)
Balance at end of year		$	150		$	136		$	134

***** Deductions primarily include amounts written off on uncollectable accounts (less recoveries), inventory disposals and currency translation adjustments.