Textron 2021 Proxy Statement

20 TEXTRON 2021 PROXY STATEMENT (2) Includes the following shares obtainable within 60 days of January 1, 2021, as follows: (i) upon the exercise of stock options: Mr. Connor, 541,806 shares; Mr. Donnelly, 1,851,623 shares; Ms. Duffy, 54,581 shares; Mr. Lupone, 205,182 shares and (ii) upon the vesting of RSUs: Mr. Connor, 17,752 shares; Mr. Donnelly, 61,734 shares; Ms. Duffy, 2,559 shares; Mr. Lupone, 7,961 shares; and all directors and executive officers as of 2020 year-end as a group, 2,743,198 shares. (3) Excludes (i) stock units held under non-qualified deferred compensation plans that are paid in cash, based upon the value of Textron common stock, as follows: Mr. Connor, 9,606 shares; Mr. Donnelly,15,573 shares; Ms. Duffy, 1,434 shares; and Mr. Lupone, 5,083 shares; (ii) unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2021, as follows: Mr. Connor, 54,802 shares; Mr. Donnelly, 187,133 shares; Ms. Duffy, 15,115 shares; and Mr. Lupone, 23,834 shares; and (iii) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: Mr. Connor, 70,671 shares; Mr. Donnelly, 239,675 shares; Ms. Duffy, 21,899 shares; and Mr. Lupone, 30,443 shares. (4) B ased on information disclosed in Amendment No. 6 to Schedule 13G filed by BlackRock, Inc. on February 1, 2021. According to this filing, as of December 31, 2020, BlackRock, Inc., through its various entities, beneficially 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 15,740,092 of these shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (5) Based on information disclosed in Schedule 13G filed by Invesco Ltd. on February 16, 2021. According to this filing, as of December 31, 2020, Invesco Ltd. through various subsidiaries, beneficially 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 13,028,347 of these shares. The address for Invesco Ltd. is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309. (6) B ased on information disclosed in Amendment No. 11 to Schedule 13G filed by T. Rowe Price Associates, Inc. and T. Rowe Price Mid-cap Growth Fund, Inc. on February 16, 2021. According to this filing, as of December 31, 2020, T. Rowe Price Associates, Inc., in its capacity as investment adviser for various individual and institutional investors, is deemed to beneficially own these shares as to which it has sole dispositive power and, with respect to 14,040,507 of these shares, sole voting power. The filing indicates that T. Rowe Price Mid-cap Growth Fund, Inc. beneficially owns and has sole voting power with respect to 12,000,000 of these shares. T. Rowe Price Associates, Inc. expressly disclaims beneficial ownership. The address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202. (7) B ased on information disclosed in Amendment No. 10 to Schedule 13G filed by The Vanguard Group, Inc. on February 10, 2021. According to this filing, as of December 31, 2020, The Vanguard Group, Inc. beneficially owns these shares and has sole power to dispose of or direct the disposition of 22,804,149 of these shares, shared power to dispose of or direct the disposition of 962,176 of these shares, sole power to vote or direct the voting of none of these shares and shared power to vote or direct the voting of 349,688 of these shares. Certain subsidiaries of The Vanguard Group, Inc. are listed on Appendix A to this filing as having acquired reported shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.