2019 Proxy Statement

TEXTRON 2019 PROXY STATEMENT 19 AUDIT COMMITTEE REPORT The Audit Committee of the Board of Directors has furnished the following report on its activities: The committee reviewed and discussed the audited consolidated ¿nancial statements and the related schedule in the Annual Report referred to below with management. The committee also reviewed with management and the independent registered public accounting ¿rm (the “independent auditors”) the reasonableness of signi¿cant judgments and the clarity of disclosures in the ¿nancial statements, the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the committee by applicable requirements of the Public Company Accounting Oversight Board. In addition, the committee discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the audit committee concerning independence, and considered the possible effect of non audit services on the auditors’ independence. The committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits and met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, including internal controls over ¿nancial reporting, and the overall quality of the Company’s ¿nancial reporting. The committee also reviewed the Company’s compliance program. Ten committee meetings were held during the year. In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited consolidated ¿nancial statements and the related schedule be included in the Annual Report on Form 10 . for the ¿scal year ended December 29, 201 , to be ¿led with the Securities and Exchange Commission. The committee also reported to the Board that it had selected Ernst & Young LLP as the Company’s independent auditors for 2019 and recommended that this selection be submitted to the shareholders for rati¿cation. In determining whether to reappoint Ernst & Young LLP as the Company’s independent auditor, the committee took into consideration a number of factors, including the quality of the committee’s ongoing discussions with Ernst & Young LLP and an assessment of the professional quali¿cations and past performance of the lead audit partner and Ernst & Young LLP. R. .ERRY CLAR., CHAIR .ATHLEEN M. BADER PAUL E. GAGNÉ RALPH D. HEATH DEBORAH LEE JAMES LLOYD G. TROTTER