2019 Proxy Statement

The Board of Directors recommends a vote “FOR” ratiÀcation of the appointment by the Audit Committee of Ernst & Young LLP (Item 3 on the proxy card). RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting ¿rm retained to audit Textron’s ¿nancial statements. The Audit Committee has appointed Ernst & Young LLP to serve as the Company’s independent registered public accounting ¿rm for 2019. Ernst & Young LLP or its predecessors have served as the independent registered public accounting ¿rm for the Company for over twenty years. In addition to ensuring the regular rotation of the lead audit partner as required by law, the Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit partner. The Audit Committee and the Board believe that the appointment of the ¿rm of Ernst & Young LLP to audit Textron’s consolidated ¿nancial statements for 2019 is in the best interests of the Company and its shareholders and propose and recommend that the shareholders ratify the Audit Committee’s appointment of Ernst & Young LLP as independent registered public accounting ¿rm for 2019. Although rati¿cation is not required by our By Laws or otherwise, the Audit Committee is submitting the selection of Ernst & Young LLP to shareholders as a matter of good corporate governance. If shareholders do not ratify the appointment, the Audit Committee will reconsider its selection. A representative or representatives of Ernst & Young LLP will be present at the annual meeting and will have the opportunity to make a statement and be available to respond to appropriate questions. FEES TO INDEPENDENT AUDITORS The following table presents fees billed for professional services rendered by Ernst & Young LLP for the audit of Textron’s annual ¿nancial statements, the reviews of the ¿nancial statements in Textron’s Forms 10 4, and other services in connection with statutory and regulatory ¿lings and engagements for 2017 and 201 and fees billed for audit related services, tax services and all other services rendered by Ernst & Young LLP in 2017 and 201 . 2017 2018 ($ in thousands) Audit Fees $ 9, $ 9,5 1 Audit Related Fees (1) 1, 75 922 Tax Fees (2) 66 61 All Other Fees 0 0 Total Fees $10,975 $10,514 (1) Audit related fees include fees for employee bene¿t plan audits, attest services not required by statute or regulation, and consultations concerning ¿nancial accounting and reporting matters not classi¿ed as audit. (2) Tax fees include fees for tax services relating to consultations and compliance. Under the Audit and Non Audit Services Pre Approval Policy adopted by the Audit Committee, all audit and non audit services to be performed by the independent auditor for Textron require pre approval by the Audit Committee. The Audit Committee may delegate pre approval authority to one or more of its members. Any pre approvals pursuant to delegated authority shall be reported to the Audit Committee at its next scheduled meeting. The Audit Committee cannot delegate pre approval authority to management. All audit related services, tax services and other services for 201 were pre approved by the Audit Committee, which determined that such services would not impair the independence of the auditor and are consistent with the Securities and Exchange Commission’s rules on auditor independence. Fee Type 52 TEXTRON 2019 PROXY STATEMENT