document3 Exhibit 99.2 TEXTRON INC. INDEX TO APRIL 4, 1998 RESTATED FINANCIAL STATEMENTS AND RELATED INFORMATION Page (s) Item 1. Financial Statements Condensed Consolidated Statement of Income 2 Condensed Consolidated Balance Sheet 3 Condensed Consolidated Statement of Cash Flows 4 Notes to Condensed Consolidated Financial Statements 5-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Revenues and Income by Segment 12 Liquidity and Capital Resources 13 Results of Operations 13-15 Item 3. Quantitative and Qualitative Disclosures about Market 15 Risk Other Computation of ratio of income to combined fixed charges and 16 preferred securities dividends of the Parent Group Computation of ratio of income to combined fixed charges and 17 preferred securities dividends of Textron Inc. including all majority-owned subsidiaries Item 1. FINANCIAL STATEMENTS TEXTRON INC. Condensed Consolidated Statement of Income (unaudited) (Dollars in millions except per share amounts) Three months ended April 4, March 29, 1998 1997 Revenues Manufacturing sales $ 2,167 $ 2,021 Finance revenues 85 82 Total revenues 2,252 2,103 Costs and expenses Cost of sales 1,765 1,656 Selling and administrative 238 221 Interest 74 76 Provision for losses on collection of finance 5 6 receivables Total costs and expenses 2,082 1,959 Income from continuing operations before income taxes and distributions on preferred securities of subsidiary trust 170 144 Income taxes (65) (58) Distributions on preferred securities of subsidiary trust, net of income taxes (6) (6) Income from continuing operations, net of income taxes 99 80 Income from discontinued operation, net of income 43 45 taxes Net income $ 142 $ 125 Earnings per common share: Basic: Income from continuing operations $ .60 $ .48 Income from discontinued operation .27 .27 Net income $ .87 $ .75 Diluted: Income from continuing operations $ .59 $ .47 Income from discontinued operation .26 .26 Net income $ .85 $ .73 Average shares outstanding: Basic 162,809,000 165,897,000 Diluted 167,155,000 170,388,000 Dividends per share: $2.08 Preferred stock, Series A $ .52 $ .52 $1.40 Preferred stock, Series B $ .35 $ .35 Common stock $ .285 $ .25 See notes to condensed consolidated financial statements. Item 1. FINANCIAL STATEMENTS (Continued) TEXTRON INC. Condensed Consolidated Balance Sheet (unaudited) (Dollars in millions) April 4, January 3, 1998 1998 Assets Parent Group: Cash $ 7 $ 30 Commercial and U.S. government receivables 1,050 920 Inventories 1,568 1,349 Investment in discontinued operation 1,174 1,214 Other current assets 329 185 Total Parent Group current assets 4,128 3,698 Property, plant, and equipment, less accumulated depreciation of $1,699 and $1,676 1,825 1,761 Goodwill, less accumulated amortization of $342 and $329 1,733 1,567 Other 1,188 1,126 Total Parent Group assets 8,874 8,152 Finance Group: Cash 13 13 Finance receivables - net 3,110 2,993 Other assets 194 172 Total Finance Group assets 3,317 3,178 Total Company assets $ 12,191 $ 11,330 Liabilities and shareholders' equity Liabilities Parent Group: Current portion of long-term debt and short-term debt $ 866 $ 476 Accounts payable 827 812 Accrued liabilities 847 853 Total Parent Group current liabilities 2,540 2,141 Accrued postretirement benefits other than pensions 763 766 Other liabilities 1,317 1,195 Long-term debt 841 745 Total Parent Group liabilities 5,461 4,847 Finance Group: Other liabilities 153 88 Deferred income taxes 319 319 Debt 2,413 2,365 Total Finance Group liabilities 2,885 2,772 Total Company liabilities 8,346 7,619 Textron - obligated mandatorily redeemable preferred securities of subsidiary trust holding solely Textron junior subordinated debt securities 483 483 Shareholders' equity Capital stock: Preferred stock 13 13 Common stock 24 24 Capital surplus 865 830 Retained earnings 3,457 3,362 Accumulated other comprehensive income (58) (62) 4,301 4,167 Less cost of treasury shares 939 939 Total shareholders' equity 3,362 3,228 Total liabilities and shareholders' equity $ 12,191 $ 11,330 Common shares outstanding 163,361,000 162,343,000 See notes to condensed consolidated financial statements. Item 1. FINANCIAL STATEMENTS (Continued) TEXTRON INC. Condensed Consolidated Statement of Cash Flows (Unaudited) (In millions) Three Months Ended April 4, March 29, 1998 1997 Cash flows from operating activities: Income from continuing operations $ 99 $ 80 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Depreciation 65 57 Amortization 17 16 Provision for losses on receivables 7 8 Dividends from discontinued operation 90 25 Changes in assets and liabilities excluding those related to acquisitions and divestitures: Increase in commercial and U.S. government receivables (90) (8) Increase in inventories (156) (138) Decrease (increase) in other assets (123) 9 Increase (decrease) in accounts payable (13) 17 Increase in accrued liabilities 114 2 Other - net 29 (7) Net cash provided by operating activities 39 61 Cash flows from investing activities: Finance receivables: Originated or purchased (801) (528) Repaid or sold 749 516 Cash used in acquisitions (227) (324) Cash received from dispositions - 549 Capital expenditures (82) (82) Other investing activities - net (5) 13 Net cash provided (used) by investing activities (366) 144 Cash flows from financing activities: Increase (decrease) in short-term debt 350 (59) Proceeds from issuance of long-term debt (329) 2 Principal payments on long-term debt 300 (45) Proceeds from exercise of stock options 30 16 Purchases of Textron common stock - (6) Dividends paid (47) (42) Net cash provided (used) by financing activities 304 (134) Net increase (decrease) in cash (23) 71 Cash at beginning of period 43 31 Cash at end of period $ 20 $ 102 See notes to condensed consolidated financial statements. TEXTRON INC. Notes to Condensed Consolidated Financial Statements (unaudited) Note 1: Basis of presentation The financial statements should be read in conjunction with the financial statements included in Textron's Annual Report on Form 10-K and the restated financial statements on Form 8-K dated October 6, 1998 for the year ended January 3, 1998. The financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of Textron's consolidated financial position at April 4, 1998, and its consolidated results of operations and cash flows for each of the respective three month periods ended April 4, 1998 and March 29, 1997. Business segment data has been reclassified to reflect the transfer of Lycoming from the Aircraft segment to the Industrial segment. Note 2: Subsequent events On August 11, 1998, Textron announced that it had reached an agreement to sell Avco Financial Services (AFS) to Associates First Capital Corporation for $3.9 billion in cash. This transaction is subject to regulatory approvals and it is expected to close at the end of 1998 or early 1999. Textron has restated its financial statements as presented herein to treat AFS as a discontinued operation. Also, on August 11, 1998 Textron announced that its Board of Directors had authorized a new 25 million share repurchase program that supersedes the 8 million shares that remained under its previous authorization. Summarized operating results of AFS are represented below: Three months ended April 4, March 29, 1998 1997 (In millions) Revenues $ 464 $ 446 Cost and expenses 394 373 Income before income taxes 70 73 Income taxes (27) (28) Net income $ 43 $ 45 Presented below is a summary of AFS' financial position at April 4 and January 3, 1998: April 4, January 3, 1998 1998 (In millions) Assets: Investments $ 909 $ 844 Finance receivables - net 7,192 7,234 Other 638 654 Total assets $ 8,739 $ 8,732 Liabilities: Accounts payable $ 115 $ 123 Accrued liabilities, including income taxes 462 485 Debt 6,988 6,910 Total equity 1,174 1,214 Total liabilities and equity $ 8,739 $ 8,732 Note 3: Earnings per Share In 1997, Textron adopted FAS 128 "Earnings Per Share." FAS 128 requires companies to present basic and diluted earnings per share amounts. The dilutive effect of convertible preferred stock and stock options was 4,436,000 and 4,491,000 shares for the three month periods ending April 4, 1998 and March 29, 1997, respectively. Income available to common shareholders used to calculate both basic and diluted earnings per share approximated net income for both periods. Note 4: Inventories April 4, January 3, 1998 1998 (In millions) Finished goods $ 458 $ 454 Work in process 865 675 Raw materials 420 366 1,743 1,495 Less progress payments and customer 175 146 deposits $ 1,568 $ 1,349 Note 5: Textron-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely Textron junior subordinated debt securities In 1996, a trust sponsored and wholly-owned by Textron issued preferred securities to the public (for $500 million) and shares of its common securities to Textron (for $15.5 million), the proceeds of which were invested by the trust in $515.5 million aggregate principal amount of Textron's newly issued 7.92% Junior Subordinated Deferrable Interest Debentures, due 2045. The debentures are the sole asset of the trust. The amounts due to the trust under the debentures and the related income statement amounts have been eliminated in Textron's consolidated financial statements. The preferred securities accrue and pay cash distributions quarterly at a rate of 7.92% per annum. Textron has guaranteed, on a subordinated basis, distributions and other payments due on the preferred securities. The guarantee, when taken together with Textron's obligations under the debentures and in the indenture pursuant to which the debentures were issued and Textron's obligations under the Amended and Restated Declaration of Trust governing the trust, provides a full and unconditional guarantee of amounts due on the preferred securities. The preferred securities are mandatorily redeemable upon the maturity of the debentures on March 31, 2045, or earlier to the extent of any redemption by Textron of any debentures. The redemption price in either such case will be $25 per share plus accrued and unpaid distributions to the date fixed for redemption. Note 6: Contingencies Textron is subject to a number of lawsuits, investigations and claims arising out of the conduct of its business, including those relating to commercial transactions, government contracts, product liability, and environmental, safety and health matters. Some seek compensatory, treble or punitive damages in substantial amounts; fines, penalties or restitution; or remediation of contamination. Some are or purport to be class actions. Under federal government procurement regulations, some could result in suspension or debarment of Textron or its subsidiaries from U.S. government contracting for a period of time. On the basis of information presently available, Textron believes that any liability for these suits and proceedings would not have a material effect on Textron's net income or financial condition. Note 7: Comprehensive Income In 1998, Textron adopted FAS 130, "Reporting Comprehensive Income." FAS 130 establishes new rules for the reporting and display of comprehensive income and its components; however, the adoption of this Statement had no impact on Textron's net income or shareholders' equity. FAS 130 requires unrealized gains or losses on the Company's available-for-sale securities and foreign currency translation adjustments, which prior to adoption were reported separately in shareholders' equity, to be included in other comprehensive income. Prior year financial statements have been reclassified to conform to the requirements of FAS 130. During the first quarter of 1998 and 1997, total comprehensive income amounted to $146 million and $90 million, respectively. Note 8: Financial information by borrowing group Textron consists of two borrowing groups - the Textron Parent Company Borrowing Group (Parent Group) and Textron's commercial finance subsidiary (Finance Group). The Parent Group consists of all entities of Textron (primarily manufacturing) other than its wholly-owned commercial finance subsidiary. The Finance Group consists of Textron Financial Corporation (TFC). Summarized financial information for the Parent Group (Statement of Income and Statement of Cash Flows) includes the Finance Group on a one-line basis under the equity method of accounting. Item 1 FINANCIAL STATEMENTS (Continued) Note 8: Financial information by borrowing group (continued) PARENT GROUP (unaudited) (In millions) Three Months Ended April 4, March 29, Condensed Statement of Income 1998 1997 Sales $ 2,167 $ 2,021 Costs and expenses Cost of sales 1,765 1,656 Selling and administrative 221 206 Interest 36 39 Total costs and expenses 2,022 1,901 145 120 Pretax income of Finance Group 25 24 Income from continuing operations before income taxes and distribution on preferred securities of subsidiary trust 170 144 Income taxes (65) (58) Distributions on preferred securities of subsidiary trust, net of income taxes (6) (6) Income from continuing operations, net of income taxes 99 80 Income from discontinued operation, net of income taxes 43 45 Net income $ 142 $ 125 Item 1. FINANCIAL STATEMENTS (Continued) Note 8: Financial information by borrowing group (continued) PARENT GROUP (continued) (Unaudited) (In millions) Three Months Ended April 4, March 29, 1998 1997 Condensed Statement of Cash Flows Cash flows from operating activities: Income from continuing operations $ 99 $ 80 Adjustments to reconcile income from continuing operations to net cash provided (used) by operating activities: Earnings of Finance Group (greater than) less than distributions to Parent Group (3) 9 Dividends received from discontinued operation 90 25 Depreciation 64 55 Amortization 16 15 Changes in assets and liabilities excluding those related to acquisitions and divestitures: Increase in receivables (90) (8) Increase in inventories (156) (138) Increase in other assets (149) (25) Increase in accounts payable and accrued liabilities 71 16 Other - net 31 (8) Net cash provided (used) by operating activities (27) 21 Cash flows from investing activities: Capital expenditures (82) (81) Cash used in acquisitions (210) (324) Cash received from dispositions - 549 Other investing activities - net 7 14 Net cash provided (used) by investing activities (285) 158 Cash flows from financing activities: Increase in short-term debt 374 (80) Proceeds from issuance of long-term debt - 2 Principal payments on long-term debt (45) (5) Proceeds from exercise of stock options 30 16 Purchases of Textron common stock - (6) Dividends paid (47) (42) Contributions paid to Finance Group (23) - Net cash provided (used) by financing activities 289 (115) Net increase (decrease) in cash (23) 64 Cash at beginning of period 30 24 Cash at end of period $ 7 $ 88 Item 1 FINANCIAL STATEMENTS (Continued) Note 8: Financial information by borrowing group (continued) FINANCE GROUP (unaudited) (In millions) Three Months Ended March 31, March 31, Condensed Statement of Income 1998 1997 Revenues $ 85 $ 82 Costs and expenses Selling and administrative 18 15 Interest 37 37 Provision for losses on collection of finance receivables 5 6 Total costs and expenses 60 58 Income before income taxes 25 24 Income taxes (10) (10) Net income $ 15 $ 14 <\TABLE\ Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TEXTRON INC. Revenues and Income by Business Segment (In millions) Three Months Ended April 4, March 29, 1998 1997 REVENUES MANUFACTURING: Aircraft $ 656 $ 679 Automotive 618 557 Industrial 893 785 2,167 2,021 FINANCE 85 82 Total revenues $ 2,252 $ 2,103 INCOME MANUFACTURING: Aircraft $ 61 $ 60 Automotive 56 50 Industrial 95 82 212 192 FINANCE 25 24 Segment operating income 237 216 Corporate expenses and other - net (31) (33) Interest expense - net (36) (39) Income from continuing operations before income taxes and distributions on preferred securities of subsidiary trust $ 170 $ 144 Liquidity and Capital Resources The Statements of Cash Flows for Textron Inc. and the Parent Group detailing the changes in cash balances are on pages 4 and 10, respectively. The Parent Group's operating cash flow includes dividends received from the Finance Group of $12 million and $23 million during the first three months of 1998 and 1997, respectively. The Parent Group's debt to total capital ratio was 31% at April 4, 1998, up from 25% at year end. The Parent Group has credit facilities outstanding at April 4, 1998 aggregating $2.0 billion, $1.1 billion of which was not used or reserved as support for outstanding commercial paper or bank borrowings. At March 31, 1998, the Finance Group had credit facilities outstanding of approximately $1.1 billion, $125 million of which was available at quarter end. The Parent Group had $311 million available at quarter end under its shelf registration statement with the Securities and Exchange Commission. In the first quarter of 1998, the Finance Group increased its medium-term note facility by $750 million and issued $300 million medium-term notes under this facility. The Finance Group had $542 million available under the facility at March 31, 1998. In the first quarter, Textron acquired the capital stock of Ransomes PLC, a UK- based manufacturer of commercial turf-care machinery, and Sukosim, a German fastener manufacturer. The cost of these acquisitions was approximately $290 million, which includes notes issued for approximately $80 million, plus the assumption of debt. In the first three months of 1998, the Parent Group terminated $275 million of fixed-pay interest rate exchange agreements. On August 11, 1998, Textron announced that its Board of Directors had authorized a new 25 million share repurchase program that supersedes the 8 million shares that remained under its previous authorization. Management believes that the Parent Group will continue to have adequate access to credit markets and that its credit facilities, cash flows from operations -- including dividends received from Textron's Finance Group -- and expected proceeds from the sale of AFS, will continue to be more than sufficient to meet its operating needs and to finance growth. Results of Operations - Three months ended April 4, 1998 vs Three months ended March 29, 1997 Diluted earnings per share from continuing operations in the first quarter of 1998 were $0.59 per share, up 26% from the 1997 amount of $0.47. Income from continuing operations in 1998 of $99 million was up 24% from $80 million for 1997. Diluted earnings per share - net income in the first quarter 1998 were $0.85 per share, up 16% from the 1997 amount of $0.73. Net income in 1998 of $142 million was up 14% from $125 million for 1997. Revenues increased 7% to $2.3 billion in 1998 from $2.1 billion in 1997. On August 11, 1998, Textron announced that it had reached an agreement to sell Avco Financial Services (AFS) to Associates First Capital Corporation for $3.9 billion in cash. This transaction is subject to regulatory approvals and it is expected to close at the end of 1998 or early 1999. Textron has restated its financial statements as presented herein to treat AFS as a discontinued operation. See Note 2 to the condensed consolidated financial statements for additional information. The Aircraft segment's revenues decreased $23 million (3%), while income increased $1 million (2%), due to higher results at Cessna Aircraft. Cessna's revenues and income increased as a result of higher sales of business jets and single engine aircraft. Bell Helicopter's revenues and income decreased due to lower commercial helicopter sales ($89 million), reflecting the completion in 1997 of the three-year contract for model 412 helicopters with the Canadian Forces, partially offset by higher revenues on the six-year contract to upgrade Huey and Cobra helicopters for the U.S. Marines ($14 million). The impact of a favorable profit adjustment on the V-22 EMD contract in 1997 was offset by a lower level of product development expense in 1998. The Automotive segment's revenues increased $61 million (11%), while income increased $6 million (12%). These revenue and income increases were due to higher volume at Kautex associated with capacity expansion in North America, and higher sales and improved performance in the Trim operations, reflecting increased production of models with Textron content, primarily at Chrysler. The Industrial segment's revenues and income increased $108 million (14%) and $13 million (16%), respectively, reflecting the contribution from acquisitions, principally Ransomes PLC., and internal growth combined with ongoing margin improvement. Internal growth was driven by continued strength in the fastening systems, aerospace components and contractor tools businesses. These benefits were partially offset by the fourth quarter 1997 divestiture of Speidel. The Finance segment's (TFC) revenues increased $3 million, due to an increase in other income, and higher yields on receivables (10.10% in the first quarter 1998 vs 9.84% in the first quarter 1997), partially offset by a lower level of average receivables ($3.059 billion in the first quarter 1998 vs $3.139 billion in the first quarter 1997), due primarily to the securitization of $401 million of Textron-related receivables in the third quarter of 1997. The increase in other income is due primarily to servicing fees related to securitized receivables, an increase in fee-based services and higher prepayment income, partially offset by lower arrangement fee income. Its income increased $1 million, due to the higher revenues and a lower provision for losses, partially offset by growth in businesses with higher operating expense ratios. Discontinued Operations - AFS' revenues increased $18 million, while income decreased $3 million. Revenues in its finance and related insurance business increased $11 million, due to an increase in average finance receivables ($7.683 billion in the first quarter 1998 vs $7.179 billion in the first quarter 1997), reflecting the benefit of the acquisition of $534 million of commercial receivables during 1997, and a gain of $4 million on the sale of certain underperforming branches in 1998. The benefit of these revenue increases was partially offset by a decrease in yields on finance receivables (17.18% in the first quarter 1998 vs 18.08% in the first quarter 1997), reflecting both decreases in yields on consumer finance receivables and the impact of an increase in lower-yielding commercial receivables. Income decreased $6 million, due primarily to the lower yields on finance receivables and a slight increase in the average cost of borrowed funds (6.55% in the first quarter 1998 vs 6.49% in the first quarter 1997), partially offset by the benefit of the revenue increases and a decrease in the provision for losses resulting from a decrease in the ratio of net credit losses to average finance receivables (2.86% in the first quarter 1998 vs 3.06% in the first quarter 1997). The decrease in the net credit losses to average finance receivables was attributable to the impact of the increase in commercial receivables, which have a lower loss ratio, partially offset by a slight increase in the loss ratio for the consumer finance business (3.20% in the first quarter 1998 vs 3.17% in the first quarter 1997). Delinquencies and charge-offs remain at higher than historical levels. AFS continued to reconfigure its branch network in the U.S. and sold nine additional underperforming branches in the first quarter. In AFS' nonrelated insurance business, revenues increased $7 million and income increased $3 million, due primarily to higher premiums earned and an increase in investment income, reflecting a higher level of invested assets and capital gains. Corporate expenses and other -net decreased $2 million due primarily to 1997 litigation costs related to a divested operation. Interest expense-net for the Parent Group decreased $3 million, due to lower average debt, resulting from the payment of debt with proceeds in 1997 from the divestiture of Paul Revere, partially offset by the incremental debt associated with acquisitions. Income taxes - the current quarter's effective income tax rate of 38.2% was lower than the corresponding prior year rate of 40.3%, due primarily to lower state income taxes and an increase in tax benefits on export sales. Forward-looking Information: Certain statements in this Report, and other oral and written statements made by Textron from time to time, are forward-looking statements, including those that discuss strategies, goals, outlook or other non-historical matters; or project revenues, income, returns or other financial measures. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: (i) continued market demand for the types of products and services produced and sold by Textron, (ii) changes in worldwide economic and political conditions and associated impact on interest and foreign exchange rates, (iii) the level of sales by original equipment manufacturers of vehicles for which Textron supplies parts, and (iv) the successful integration of companies acquired by Textron. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See the Company's most recent Restated Financial Statements and Related Financial Information filed on Form 8-K Exhibit 99.1 (Management's Discussion and Analysis on pages 3 through 9). There has been no material change in this information. PARENT GROUP COMPUTATION OF RATIO OF INCOME TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (unaudited) (In millions except ratio) Three Months Ended April 4, 1998 Fixed charges: Interest expense $ 36 Distributions on preferred securities of subsidiary trust, net of income taxes 6 Estimated interest portion of rents 5 Total fixed charges $ 47 Income: Income from continuing operations before income taxes and distributions on preferred securities of subsidiary trust $ 170 Eliminate equity in undistributed pretax income of Finance Group (13) Fixed charges (1) 41 Adjusted income $ 198 Ratio of income to fixed charges 4.21 (1)Adjusted to exclude distributions on preferred securities of subsidiary trust, net of income taxes. TEXTRON INC. INCLUDING ALL MAJORITY-OWNED SUBSIDIARIES COMPUTATION OF RATIO OF INCOME TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (unaudited) (In millions except ratio) Three Months Ended April 4,1998 Fixed charges: Interest expense $ 74 Distributions on preferred securities of subsidiary trust, net of income taxes 6 Estimated interest portion of rents 5 Total fixed charges $ 85 Income: Income from continuing operations before income taxes and distributions on preferred securities of subsidiary trust $ 170 Fixed charges (1) 79 Adjusted income $ 249 Ratio of income to fixed charges 2.93 (1) Adjusted to exclude distributions on preferred securities of subsidiary trust, net of income taxes