2019 Proxy Statement

18 TEXTRON 2019 PROXY STATEMENT ( ) Excludes (i) stock units held under non quali¿ed deferred compensation plans that are paid in cash, based upon the value of Textron common stock, as follows: Mr. Connor, ,071 shares Mr. Donnelly, 1 ,59 shares Ms. Duffy, shares and Mr. Lupone, ,9 0 shares (ii) unvested RSUs payable in stock, not obtainable within 60 days of December 1, 201 , as follows: Mr. Connor, 52, 51 shares Mr. Donnelly, 1 2,157 shares Ms. Duffy, 7,5 9 shares and Mr. Lupone, 2 ,566 shares (iii) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: Mr. Connor, 5 , 2 shares Mr. Donnelly, 1 9,165 shares Ms. Duffy, ,712 shares and Mr. Lupone, 2 ,2 2 shares. ( ) Based on information disclosed in Amendment No. to Schedule 1 G ¿led by BlackRock, Inc. on February 6, 2019. According to this ¿ling, as of December 1, 201 , BlackRock, Inc., through its various entities, bene¿cially owns these shares and has sole power to dispose of or direct the disposition of all of these shares and sole power to vote or direct the voting of 16, 69,151 of these shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (5) Based on information disclosed in Amendment No. 2 to Schedule 1 G ¿led by Capital Research Global Investors on February 1 , 2019. According to this ¿ling, as of December 1, 201 , Capital Research Global Investors is deemed to be the bene¿cial owner of these shares as a result of acting as investment advisor to various investment companies and has sole dispositive power and sole voting power with respect to these shares. Capital Research Global Investors expressly disclaims such bene¿cial ownership. The address for Capital Research Global Investors is South Hope Street, Los Angeles, CA 90071. (6) Based on information disclosed in Amendment No. 9 to Schedule 1 G ¿led by T. Rowe Price Associates, Inc. on February 1 , 2019. According to this ¿ling, as of December 1, 201 , T. Rowe Price Associates, Inc., in its capacity as investment adviser for various individual and institutional investors, is deemed to bene¿cially own these shares as to which it has sole dispositive power and, with respect to 10, 52,5 9 of these shares, sole voting power however, T. Rowe Price Associates, Inc. expressly disclaims such bene¿cial ownership. The address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202. (7) Based on information disclosed in Amendment No. to Schedule 1 G ¿led by The 9anguard Group, Inc. on February 12, 2019. According to this ¿ling, as of December 1, 201 , The 9anguard Group, Inc. bene¿cially owns these shares and has sole power to dispose of or direct the disposition of 2 ,6 1,667 of these shares, shared power to dispose of or direct the disposition of 17,6 of these shares, sole power to vote or direct the voting of 2 0,2 1 of these shares and shared power to vote or direct the voting of 1,29 of these shares. 9anguard Fiduciary Trust Company, a wholly owned subsidiary of The 9anguard Group, Inc., is the bene¿cial owner of 20 ,10 shares, as a result of its serving as investment manager of collective trust accounts. 9anguard Investments Australia, Ltd., a wholly owned subsidiary of The 9anguard Group, Inc., is the bene¿cial owner of 17 ,60 shares as a result of its serving as investment manager of Australian investment offerings. The address for The 9anguard Group, Inc. is 100 9anguard Blvd., Malvern, PA 19 55. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 19 , as amended, requires Textron’s directors, executive of¿cers and controller to ¿le reports of ownership and changes in ownership on Forms , and 5 with the Securities and Exchange Commission and to provide copies of such reports to Textron. As an administrative matter, Textron assists its reporting persons in ful¿lling their responsibilities to prepare and ¿le reports pursuant to Section 16(a), including with respect to making determinations on the availability of exemptions from reporting. Based solely upon a review of copies of such reports and written representations of the reporting persons, to our knowledge, during the 201 ¿scal year, all such reporting persons timely ¿led all of the reports they were required to ¿le under Section 16(a).