~~ELECTION OF DIRECTORS~~ BOARD MEMBERSHIP QUALIFICATIONS

The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee the Company’s business. ~~In addition,~~Accordingly, the Board believes that there are FHUWDLQ DWWULEXWHV WKDW HYHU\ GLUHFWRU VKRXOG SRVVHVV, DV UHÀHFWHG LQ WKH %RDUG¶V PHPEHUVKLS FULWHULD. $FFRUGLQJO\, WKH %RDUG DQG WKH 1RPLQDWLQJ DQG &RUSRUDWH *RYHUQDQFH &RPPLWWHH FRQVLGHU WKH TXDOL¿FDWLRQV RI GLUHFWRUV DQG GLUHFWRU FDQGLGDWHVand the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. ~~The~~In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria which are developed and recommended to the Board by the Nominating and Corporate Governance ~~Committee is responsible for developing~~Committee. All of our current Board members share certain qualifications and ~~recommending criteria for director QRPLQHHV WR WKH %RDUG IRU DSSURYDO. $OO RI RXU FXUUHQW %RDUG PHPEHUV VKDUH FHUWDLQ TXDOL¿FDWLRQV DQG DWWULEXWHV FRQVLVWHQW~~attributes consistent with these criteria, which are set forth in the Company’s Corporate Governance Guidelines and Policies and are summarized below under “Board Committees—Nominating and Corporate Governance Committee”. These criteria include possessing VSHFL¿F VNLOOV DQG H[SHULHQFH DOLJQHG ZLWK 7H[WURQ¶V VWUDWHJLF GLUHFWLRQ DQG RSHUDWLQJ FKDOOHQJHV DQG WKDW FRPSOHPHQW WKHbelow:

Board Membership Criteria



Exemplary personal ethics and integrity	Core business competencies of high achievement and a record of success	Financial literacy and a history of making good business decisions and exposure to best practices



Enthusiasm for Textron and sufficient time to be fully engaged	Strong communications skills and confidence to ask tough questions	Interpersonal skills that maximize group dynamics, including respect for others



Specific skills and experience aligned with Textron’s strategic direction and operating challenges and that complement the overall composition of the Board

NOMINEES FOR DIRECTOR

At the Board. In addition, each Board member has demonstrated core business competencies, including KLJK DFKLHYHPHQW DQG D UHFRUG RI VXFFHVV. $OO RI RXU %RDUG PHPEHUV DUH HQWKXVLDVWLF DERXW 7H[WURQ DQG GHYRWH VXI¿FLHQW WLPH2020 annual meeting, ten directors are to be ~~fully engaged in~~elected to hold office until the 2021 annual meeting and until their ~~role~~successors have been elected and qualified. All ten nominees are currently Textron directors. Lionel L. Nowell III, who was recommended by a third-party search firm, was appointed as a ~~Textron Board member. Finally, all of our directors, other than our current CEO, satisfy the independence standards established~~director by the New York Stock Exchange. NOMINEES FOR DIRECTOR $W WKH 2018 DQQXDO PHHWLQJ, HOHYHQ GLUHFWRUV DUH WR EH HOHFWHG WR KROG RI¿FH XQWLO WKH 2019 DQQXDO PHHWLQJ DQG XQWLO WKHLU VXFFHVVRUV KDYH EHHQ HOHFWHG DQG TXDOL¿HG. $OO HOHYHQ QRPLQHHV DUH FXUUHQWO\ 7H[WURQ GLUHFWRUV. 0V. -DPHV ZDV DSSRLQWHG DV D GLUHFWRU E\ WKH %RDUG HIIHFWLYH -XO\Board effective January 1, ~~2017; VKH ZDV UHFRPPHQGHG E\ D WKLUG SDUW\ VHDUFK ¿UP ZKLFK DVVLVWHG WKH &RPSDQ\~~2020. The search firm assisted the Company in identifying and evaluating director candidates ~~and to which~~for a fee paid by the ~~Company paid a fee.~~Company. It is the intention of the persons named onas proxies for the ~~accompanying proxy card,~~annual meeting, unless otherwise instructed, to vote “for” each of the directors who have been nominated for election. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies will vote for the balance of the nominees and may vote for a substitute nominee designated by the present Board. ~~Ivor J. Evans,~~Both Lawrence K. Fish, a director since ~~2003,~~1999, and Lloyd G. Trotter, a director since 2008, will be retiring from our Board effective as of the annual meeting in accordance with our retirement policy. At that time, the Board intends to reduce the number of directors of the Company to ten.

Our Nominating and Corporate Governance Committee and our Board have determined that each of our directors has the experience, attributes and skills needed to collectively comprise an effective and well-functioning Board. Textron’s directors have experience with businesses that operate in industries in which Textron operates ~~such as the defense, DYLDWLRQ, PDQXIDFWXULQJ DQG ¿QDQFH LQGXVWULHV, RU WKDW LQYROYH VNLOOV, VXFK DV PDUNHWLQJ RU SURGXFW EUDQGLQJ, WKDW DUH LQWHJUDO~~or that involve skills that are integral to Textron’s operations.

TEXTRON 2020 PROXY STATEMENT 3

Our director nominees offer an effective mix of relevant experience and skills, as illustrated below (by percentage of board members):

Director Experience and Skills

AEROSPACE AND DEFENSE		40%

FINANCE / ACCOUNTING		40%

INTERNATIONAL BUSINESS			50%

MARKETING AND SALES		40%

OPERATIONS AND MANUFACTURING	30%

PUBLIC COMPANY BOARD EXPERIENCE					90%

SENIOR LEADERSHIP						100%

STRATEGIC PLANNING				60%

TECHNOLOGY / R&D	30%

Although the Nominating and Corporate Governance Committee does not have a formal policy for considering diversity in identifying nominees for director, it seeks a variety of occupational and ~~our~~personal backgrounds on the Board ~~have determined~~in order to obtain a range of viewpoints and perspectives. During its recent refreshment process, increasing the diversity of the Board was a significant focus in developing the pool from which we identified qualified director candidates. Our Board provides diverse and independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below:


Gender Diversity	Balanced Tenure	Number of Independent Directors

4 TEXTRON 2020 PROXY STATEMENT

Biographical information about each nominee, as well as highlights of RXU GLUHFWRUV KDV WKH H[SHULHQFH, DWWULEXWHV DQG VNLOOV QHHGHG WR FROOHFWLYHO\ FRPSULVH DQ HIIHFWLYH DQG ZHOO-IXQFWLRQLQJ %RDUG. %LRJUDSKLFDO LQIRUPDWLRQ DERXW HDFK QRPLQHH, DV ZHOO DV KLJKOLJKWV RI WKH VSHFL¿F H[SHULHQFH, TXDOL¿FDWLRQV, DWWULEXWHV DQG VNLOOVthe specific experience,
qualifications, attributes and skills of our individual Board members, are included below: ~~7H[WURQ LQ -XQH 2008 DV ([HFXWLYH 9LFH 3UHVLGHQW DQG &KLHI 2SHUDWLQJ 2I¿FHU DQG ZDV SURPRWHG WR 3~~


	Scott C. Donnelly Director Since 2009 Chairman		Experience, Qualifications, Attributes and Skills • Significant experience in the aerospace and defense sector • Deep operational experience in innovation, manufacturing, sales and marketing, portfolio management, talent development and business processes • First-hand, real-time experience in, and understanding of, Textron operations

			Mr. Donnelly, 58, is Chairman, President and Chief Executive Officer of Textron. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric (GE) Company’s Aviation business unit, a position he had held since July 2005. GE’s Aviation business unit is a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world’s largest and most diversified industrial research organizations with facilities in the U.S., India, China and Germany and held various other management positions since joining GE in 1989. In 2013, Mr. Donnelly joined the board of directors of Medtronic plc.


	Kathleen M. Bader Director Since 2004		Experience, Qualifications, Attributes and Skills • Comprehensive experience in strategic planning and change management • Expertise in managing strategic business process implementation within global industrial business environments • Extensive experience in advancing customer loyalty and employee satisfaction • Expertise in expansion of international business

			Ms. Bader, 69, was President and Chief Executive Officer of NatureWorks LLC, which makes proprietary plastic resins and was formerly known as Cargill Dow LLC, until her retirement in January 2006. Formerly, she was a Business President of a $4.2 billion plastics portfolio at the Dow Chemical Company, a diversified chemical company. She joined Dow in 1973 and held various management positions in Dow’s global and North American operations, before becoming Chairman, President and Chief Executive Officer of Cargill Dow LLC, at the time an equal joint venture between Dow and Cargill Incorporated, in February 2004. She assumed the position of President and Chief Executive Officer of NatureWorks in February 2005 following Cargill’s acquisition of Dow’s interest in Cargill Dow. Ms. Bader previously served as a director of Tyson Foods, Inc., from 2011 to 2015. She also served for seven years on President Bush’s Homeland Security Advisory Council.

	R. Kerry Clark Director Since 2003		Experience, Qualifications, Attributes and Skills • Extensive expertise in establishing brand equity worldwide and extending strategic initiatives globally • Leadership skills in enhancing customer service and advancing customer relationships • Significant experience in corporate governance, talent development, change management, marketing and business development • Audit Committee Financial Expert

			Mr. Clark, 67, is the retired Chairman and Chief Executive Officer of Cardinal Health, Inc., a leading provider of services supporting the health care industry. He joined Cardinal Health in April 2006 as President and Chief Executive Officer, became Chairman in November 2007 and retired in September 2009. Prior to joining Cardinal Health he was Vice Chairman of the Board, P&G Family Health, and a director of The Procter and Gamble Company, which markets consumer products in over 140 countries, from 2002–2006. He joined Procter and Gamble in 1974 and served in various key executive positions before becoming Vice Chairman of the Board in 2002, and held that position until leaving the company in April 2006. Mr. Clark became a director of General Mills, Inc. in 2009 and a director of Anthem, Inc. in 2014. He served as a director of Avnet, Inc. from 2012 through 2019.

TEXTRON ~~2018~~2020 PROXY STATEMENT Scott C. Donnelly Director Since 2009 Chairman 0U. 'RQQHOO\, 56, LV &KDLUPDQ, 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU RI 7H[WURQ. 0U. 'RQQHOO\ MRLQHG 3UHVLGHQW DQG &KLHI 2SHUDWLQJ 2I¿FHU LQ -DQXDU\ 2009. +H ZDV DSSRLQWHG WR WKH %RDUG RI 'LUHFWRUV LQ 2FWREHU 2009, EHFDPH &KLHI ([HFXWLYH 2I¿FHU RI 7H[WURQ LQ 'HFHPEHU 2009 DQG &KDLUPDQ RI WKH %RDUG LQ September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric (GE) Company’s Aviation business unit, a position he had held since July 2005. GE’s Aviation business unit is a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of *( *OREDO 5HVHDUFK, RQH RI WKH ZRUOG¶V ODUJHVW DQG PRVW GLYHUVL¿HG LQGXVWULDO UHVHDUFK RUJDQL]DWLRQV ZLWK facilities in the U.S., India, China and Germany and held various other management positions since joining GE in 1989. In 2013, Mr. Donnelly joined the board of directors of Medtronic plc. ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV ‡ 6LJQL¿FDQW H[SHULHQFH LQ WKH DHURVSDFH DQG GHIHQVH VHFWRU • Deep operational experience in innovation, manufacturing, sales and marketing, portfolio management, talent development and business processes ‡ )LUVW-KDQG, UHDO-WLPH H[SHULHQFH LQ, DQG XQGHUVWDQGLQJ RI, 7H[WURQ RSHUDWLRQV5


	James T. Conway Director Since 2011		Experience, Qualifications, Attributes and Skills • Experience managing complex operational and strategic issues • Deep understanding of the U.S. military • Broad knowledge of the defense industry and international security issues • Demonstrated leadership and management skills

			Mr. Conway, 72, is a retired General in the United States Marine Corps who served as the 34th Commandant of the Marine Corps from 2006 through his retirement in 2010 and concurrently as a member of the Joint Chiefs of Staff. Prior to being named Commandant, Mr. Conway served as Director of Operations (J-3) on the Joint Chiefs of Staff. Among his previous postings were Commanding General of I Marine Expeditionary Force from 2002 through 2004 (which involved two combat tours in Iraq), Commanding General of the 1st Marine Division, and President of the Marine Corps University. Mr. Conway has been a director of Vislink Technologies, Inc. (formerly, xG Technology, Inc.) since 2015.


	Paul E. Gagné Director Since 1995 Lead Director	Experience, Qualifications, Attributes and Skills • Significant executive management and financial management experience • Expertise in corporate strategic planning and risk management • Considerable experience with Canadian business opportunities and practices and other international business opportunities • Audit Committee Financial Expert

		Mr. Gagné, 73, is the retired Chairman of Wajax Corporation, a leading Canadian distributor and support service provider of mobile equipment, industrial components and power systems, a position he had held from 2006 until his retirement in 2018. He previously was President and Chief Executive Officer of Avenor Inc., a publicly-traded Canadian forest products company, serving in that capacity from 1991 until November 1997, when he left the company. In 1998, Mr. Gagné joined Kruger Inc., a Canadian privately held producer of paper and tissue, as a consultant in corporate strategic planning, serving in that capacity until December 2002. He is also a director of Norbord Inc. (formerly, Ainsworth Lumber Co. Ltd.) since 2011, and he previously served as a director of CAE Inc. from 2006 through 2017.

Ralph D. Heath Director Since 2017		Experience, Qualifications, Attributes and Skills • Extensive expertise in developing and growing business within the aerospace and defense industry • Deep understanding of working with the Department of Defense, including government defense program management • Significant experience in international business development in aerospace and defense markets • Audit Committee Financial Expert

		Mr. Heath, 71, is the retired Executive Vice President—Aeronautics of Lockheed Martin Corporation, a global security and aerospace company. He joined Lockheed in 1975 and became Executive Vice President & Chief Operating Officer, Aeronautics in 1999 until his appointment in 2002 as Executive Vice President & General Manager, F-22 Raptor Program. In 2005, he became Executive Vice President— Aeronautics, a role he held until his retirement in 2012. During his tenure, Mr. Heath led the revitalization of the C-130 program, international expansion of the F-16 program, and the development and delivery of the F-22 and F-35 fighter aircraft. Mr. Heath served on the Board of Directors of Hawker Beechcraft from 2013-2014, prior to Textron’s acquisition of the Beechcraft business.

6 TEXTRON 2020 PROXY STATEMENT

Deborah Lee James
Director Since 2017

Experience, Qualifications, Attributes and Skills

• Deep expertise in national security

• Significant experience in U.S. government procurement and logistics

• Demonstrated leadership and management skills

• Extensive experience in the cybersecurity field

Ms. James, 61, is the retired 23rd Secretary of the United States Air Force, a position she held from December 2013 to January 2017. Prior to her role as Secretary of the Air Force, Ms. James held various executive positions during a 12-year tenure at Science Applications International Corporation (SAIC), a provider of services and solutions in the areas of defense, health, energy, infrastructure, intelligence, surveillance, reconnaissance and cybersecurity to agencies of the U.S. Department of Defense (DoD), the intelligence community, the U.S. Department of Homeland Security, foreign governments and other customers, most recently serving as Sector President, Technical and Engineering of the Government Solutions Group. Earlier in her career, Ms. James served as Professional Staff Member for the House Armed Services Committee and as the DoD Assistant Secretary of Defense for Reserve Affairs. Ms. James has served as a director of Unisys Corporation since 2017.

Lionel L. Nowell III
Director Since 2020

Experience, Qualifications, Attributes and Skills

• Deep expertise in treasury functions, including debt, investments, capital markets strategies, foreign exchange and insurance

• Significant experience in financial reporting and accounting of large international businesses

• Extensive global perspective in risk management and strategic planning

• Audit Committee Financial Expert

Mr. Nowell, 65, is the retired Senior Vice President and Treasurer of PepsiCo, Inc., a worldwide food and beverage company, where he managed a global staff with responsibility for the company’s worldwide Treasury function. He joined PepsiCo in 1999 as Senior Vice President and Corporate Controller, and from 2000-2001 served as the Executive Vice President and Chief Financial Officer of Pepsi Bottling Group, Inc. before being named Senior Vice President and Treasurer of PepsiCo in 2001, a role he held until his retirement in 2009. Prior to PepsiCo, Mr. Nowell served as Senior Vice President, Strategy and Business Development at RJR Nabisco from 1998 to 1999 and from 1991 to 1998, he held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice and Häagen-Dazs businesses. Earlier in his career, he held finance roles at Pizza Hut, which at the time was a division of PepsiCo, and Owens Corning. Mr. Nowell has served as a director of American Electric Power Company since 2004 and does not plan to stand for re-election at its April 2020 annual meeting. He also serves as a director of Bank of America Corporation (since 2013) and Ecolab Inc. (since 2018).

proprietary plastic resins and was formerly known as Cargill Dow LLC, until her retirement in January &RPSDQ\ D GLYHUVL¿HG FKHPLFDO FRPSDQ\ 6KH MRLQHG 'RZ LQ 1973 DQG KHOG YDULRXV PDQDJHPHQW DQG &KLHI ([HFXWLYH 2I¿FHU RI &DUJLOO 'RZ //& DW WKH WLPH DQ HTXDO MRLQW YHQWXUH EHWZHHQ 'RZ DQG 2I¿FHU RI 1DWXUH:RUNV LQ )HEUXDU\ 2005 IROORZLQJ &DUJLOO¶V DFTXLVLWLRQ RI 'RZ¶V LQWHUHVW LQ &DUJLOO provider of services supporting the health care industry. He joined Cardinal Health in April 2006 September 2009. Prior to joining Cardinal Health he was Vice Chairman of the Board, P&G Family 4

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James L. Ziemer
Director Since 2007

Experience, Qualifications, Attributes and Skills

• Extensive expertise in establishing brand equity worldwide

• Leadership experience in fostering outstanding customer satisfaction and loyalty

• Significant experience with the captive finance business model

Mr. Ziemer, 70, was the President and Chief Executive Officer and a director of Harley-Davidson, Inc. until his retirement in April 2009. Harley-Davidson, Inc. is the parent company for the group of companies doing business as Harley-Davidson Motor Company which design, manufacture and sell motorcycles and related parts and accessories, and Harley-Davidson Financial Services, which provides related financing and insurance. Mr. Ziemer had been a director of Harley-Davidson, Inc. since December 2004 and was named President and Chief Executive Officer in April 2005. He previously served as Vice President and Chief Financial Officer of Harley-Davidson from December 1990 to April 2005 and President of the Harley-Davidson Foundation, Inc. from 1993 to 2006. Mr. Ziemer is also a director of Thor Industries, Inc. (since 2010).

TEXTRON ~~2018~~2020 PROXY STATEMENT R. Kerry Clark Director Since 2003 Audit Committee (Chair) 0U &ODUN 65 LV WKH UHWLUHG &KDLUPDQ DQG &KLHI ([HFXWLYH 2I¿FHU RI &DUGLQDO +HDOWK ,QF D OHDGLQJ DV 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU EHFDPH &KDLUPDQ LQ 1RYHPEHU 2007 DQG UHWLUHG LQ Health, and a director of The Procter and Gamble Company, which markets consumer products in RYHU 140 FRXQWULHV IURP 2002-2006 +H MRLQHG 3URFWHU DQG *DPEOH LQ 1974 DQG VHUYHG LQ YDULRXV key executive positions before becoming Vice Chairman of the Board in 2002, and held that position until leaving the company in April 2006. Mr. Clark became a director of General Mills, Inc. in 2009, a director of Avnet, Inc. in 2012 and a director of Anthem, Inc. in 2014. He is also a director of Hauser 3ULYDWH (TXLW\ //& DQ LQYHVWPHQW ¿UP ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV • Extensive expertise in establishing brand equity worldwide and extending strategic initiatives globally • Leadership skills in enhancing customer service and advancing customer relationships ‡ 6LJQL¿FDQW H[SHULHQFH LQ FRUSRUDWH JRYHUQDQFH WDOHQW GHYHORSPHQW FKDQJH PDQDJHPHQW marketing and business development • Audit Committee Financial Expert Kathleen M. Bader Director Since 2004 Lead Director Nominating and Corporate Governance Committee (Chair) 0V %DGHU 67 ZDV 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU RI 1DWXUH:RUNV //& ZKLFK PDNHV 2006. Formerly she was a Business President of a $4.2 billion plastics portfolio at the Dow Chemical positions in Dow’s global and North American operations, before becoming Chairman, President Cargill Incorporated, in February 2004. She assumed the position of President and Chief Executive Dow. Ms. Bader previously served as a director of Tyson Foods, Inc., from 2011 to 2015. She also served for seven years on President Bush’s Homeland Security Advisory Council. ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV • Comprehensive experience in strategic planning and change management • Expertise in managing strategic business process implementation within global industrial business environments • Extensive experience in advancing customer loyalty and employee satisfaction • Expertise in expansion of international business7

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Maria T. Zuber
Director Since 2016

Experience, Qualifications, Attributes and Skills

• Extensive expertise in scientific research

• Considerable leadership experience, including in relationships with the federal government

• Deep understanding of emerging technologies

Ms. Zuber, 61, is the Vice President for Research and the E.A. Griswold Professor of Geophysics at the Massachusetts Institute of Technology where she has been a member of the faculty in the Department of Earth, Atmospheric and Planetary Sciences since 1995. In her role as Vice President for Research, to which she was appointed in 2013, she has overall responsibility for research administration and policy at MIT, overseeing MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers, and plays a central role in research relationships with the federal government. Since 1990, she has held leadership roles associated with scientific experiments or instrumentation on ten NASA missions. In 2013, President Obama appointed Ms. Zuber to the National Science Board, and, in 2018 she was reappointed by President Trump. She served as Board Chair from 2016-2018. In December 2017, Ms. Zuber became a director of Bank of America Corporation.

The Board of Directors recommends a vote “FOR” each of the
director nominees (Items 1a through 1j on the proxy card).

Commandant of the Marine Corps from 2006 through his retirement in 2010 and concurrently as DV 'LUHFWRU RI 2SHUDWLRQV (--3) RQ WKH -RLQW &KLHIV RI 6WDII $PRQJ KLV SUHYLRXV SRVWLQJV ZHUH combat tours in Iraq), Commanding General of the 1st Marine Division, and President of the Marine PXOWL-VWDWH EDQN KROGLQJ FRPSDQ\ +H ZDV QDPHG &KDLUPDQ, 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU DQG WKH WLWOH RI &KLHI ([HFXWLYH 2I¿FHU LQ 2007 DQG UHWLULQJ LQ 0DUFK 2009 0U )LVK DOVR VHUYHV DV Tiffany & Co. (since 2008) and previously served as a director of National Bank Holdings Corporation 5 TEXTRON ~~2018~~2020 PROXY STATEMENT Lawrence K. Fish Director Since 1999 Nominating and Corporate Governance Committee Organization and Compensation Committee 0U )LVK, 73, LV WKH UHWLUHG &KDLUPDQ DQG &KLHI ([HFXWLYH 2I¿FHU RI &LWL]HQV )LQDQFLDO *URXS, ,QF , D upon joining the bank in 1992 and held that position until relinquishing the title of President in 2005 &KDLUPDQ RI WKH %RDUG RI 'LUHFWRUV RI +RXJKWRQ 0LIÀLQ +DUFRXUW (VLQFH 2010) DQG DV D GLUHFWRU RI from 2010 through 2015. ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV ‡ 6LJQL¿FDQW OHDGHUVKLS H[SHULHQFH LQ WKH ¿QDQFLDO VHFWRU ‡ ([WHQVLYH H[SHULHQFH LQ EDQNLQJ DQG FRPPHUFLDO ¿QDQFH, FRUSRUDWH ¿QDQFH DQG WKH GRPHVWLF DQG LQWHUQDWLRQDO ¿QDQFLDO PDUNHWV • Expertise in corporate governance and risk oversight James T. Conway Director Since 2011 Audit Committee Nominating and Corporate Governance Committee Mr. Conway, 70, is a retired General in the United States Marine Corps who served as the 34th a member of the Joint Chiefs of Staff. Prior to being named Commandant, Mr. Conway served Commanding General of I Marine Expeditionary Force from 2002 through 2004 (which involved two Corps University. Mr. Conway was named a director of xG Technology, Inc. in 2015. ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV • Experience managing complex operational and strategic issues • Deep understanding of the U.S. military • Broad knowledge of the defense industry and international security issues • Demonstrated leadership and management skills

CORPORATE GOVERNANCE

support service provider of mobile equipment, industrial components and power systems, a position SXEOLFO\-WUDGHG &DQDGLDQ IRUHVW SURGXFWV FRPSDQ\ VHUYLQJ LQ WKDW FDSDFLW\ IURP 1991 XQWLO 1RYHPEHU producer of paper and tissue, as a consultant in corporate strategic planning, serving in that capacity since 2011, and he previously served as a director of CAE Inc. from 2006 through 2017. a global security and aerospace company. He joined Lockheed in 1975 and became Executive Vice 3UHVLGHQW & *HQHUDO 0DQDJHU )-22 5DSWRU 3URJUDP ,Q 2005 KH EHFDPH ([HFXWLYH 9LFH 3UHVLGHQW² RI WKH &-130 SURJUDP LQWHUQDWLRQDO H[SDQVLRQ RI WKH )-16 SURJUDP DQG WKH GHYHORSPHQW DQG GHOLYHU\ RI 2013-2014 SULRU WR 7H[WURQ¶V DFTXLVLWLRQ RI WKH %HHFKFUDIW EXVLQHVV 6 TEXTRON 2018 PROXY STATEMENT Ralph D. Heath Director Since 2017 Audit Committee Organization and Compensation Committee Mr. Heath, 69, is the retired Executive Vice President—Aeronautics of Lockheed Martin Corporation, 3UHVLGHQW & &KLHI 2SHUDWLQJ 2I¿FHU $HURQDXWLFV LQ 1999 XQWLO KLV DSSRLQWPHQW LQ 2002 DV ([HFXWLYH 9LFH Aeronautics, a role he held until his retirement in 2012. During his tenure, Mr. Heath led the revitalization WKH )-22 DQG )-35 ¿JKWHU DLUFUDIW 0U +HDWK VHUYHG RQ WKH %RDUG RI 'LUHFWRUV RI +DZNHU %HHFKFUDIW IURP ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV • Extensive expertise in developing and growing business within aerospace and defense industry • Deep understanding of working with the Department of Defense, including government defense program management ‡ 6LJQL¿FDQW H[SHULHQFH LQ LQWHUQDWLRQDO EXVLQHVV GHYHORSPHQW LQ DHURVSDFH DQG GHIHQVH PDUNHWV • Audit Committee Financial Expert Paul E. Gagné Director Since 1995 Audit Committee Organization and Compensation Committee Mr. Gagné, 71, recently retired as Chairman of Wajax Corporation, a leading Canadian distributor and KH KDG KHOG VLQFH 2006 +H SUHYLRXVO\ ZDV 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU RI $YHQRU ,QF D 1997 ZKHQ KH OHIW WKH FRPSDQ\ ,Q 1998 0U *DJQp MRLQHG .UXJHU ,QF D &DQDGLDQ SULYDWHO\ KHOG until December 2002. He is also a director of Norbord Inc. (formerly, Ainsworth Lumber Co. Ltd.) ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV ‡ 6LJQL¿FDQW H[HFXWLYH PDQDJHPHQW DQG ¿QDQFLDO PDQDJHPHQW H[SHULHQFH • Expertise in corporate strategic planning and risk management • Considerable experience with Canadian business opportunities and practices and other international business opportunities • Audit Committee Financial Expert

Ms. James, 59, is the retired 23rd Secretary of the United States Air Force, as position she held from December 2013 to January 2017. Prior to her role as Secretary of the Air Force, Ms. James held YDULRXV H[HFXWLYH SRVLWLRQV GXULQJ D 12-\HDU WHQXUH DW 6FLHQFH $SSOLFDWLRQV ,QWHUQDWLRQDO &RUSRUDWLRQ (SAIC), a provider of services and solutions in the areas of defense, health, energy, infrastructure, intelligence, surveillance, reconnaissance and cybersecurity to agencies of the U.S. Department of Defense (DoD), the intelligence community, the U.S. Department of Homeland Security, foreign governments and other customers, most recently serving as Sector President, Technical and Engineering of the Government Solutions Group, a position she held from February through December of 2013. She previously served as SAIC’s Executive Vice President for Communications and Government Affairs, a position she assumed in 2010. Ms. James joined SAIC in 2002 as the Director of Homeland Security within SAIC, then in 2005 became Business Unit General Manager of the Command, Control, Communications, Computers, and Information Technology business unit. Earlier in her career, Ms. James served as Professional Staff Member for the House Armed Services Committee and as the DoD Assistant Secretary of Defense for Reserve Affairs. In August 2017, Ms. James became a director of Unisys Corporation. 0U. 7URWWHU 72 LV D PDQDJLQJ SDUWQHU RI *HQ1[ 360 &DSLWDO 3DUWQHUV D SULYDWH HTXLW\ EX\RXW ¿UP IRFXVHG RQ LQGXVWULDO EXVLQHVV-WR-EXVLQHVV FRPSDQLHV. 0U. 7URWWHU ZDV 9LFH &KDLUPDQ RI *HQHUDO (OHFWULF &RPSDQ\ D GLYHUVL¿HG WHFKQRORJ\ PHGLD DQG ¿QDQFLDO VHUYLFHV FRPSDQ\ DQG 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU RI *( ,QGXVWULDO RQH RI *(¶V SULQFLSDO EXVLQHVVHV D UROH KH DVVXPHG LQ 2006 and held until his retirement in February 2008. Mr. Trotter previously was Executive Vice President of 2SHUDWLRQV RI *( DQG IURP 2004 WR 2006 KH VHUYHG DV 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU RI *( Consumer and Industrial, a role he assumed following the 2004 merger of GE’s Consumer Products, Industrial Systems and Supply businesses. He began his GE career in 1970 and held various production, technology and management positions in several GE businesses, before being named D *( 6HQLRU 9LFH 3UHVLGHQW DQG 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU RI ,QGXVWULDO 6\VWHPV LQ 1998. Mr. Trotter also served as a director of PepsiCo, Inc. from 2008 through 2017 and serves as a director of Meritor, Inc. (since 2015). He also previously served on the supervisory board of Daimler A.G. (from 2009 through 2014). 7 TEXTRON 2018 PROXY STATEMENT Lloyd G. Trotter Director Since 2008 Organization and Compensation Committee (Chair) ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV ‡ 6LJQL¿FDQW OHDGHUVKLS H[SHULHQFH LQ D YDULHW\ RI ¿HOGV RI LPSRUWDQFH WR 7H[WURQ ‡ %URDG H[SHUWLVH LQ EXLOGLQJ SRZHUIXO EUDQGV ZRUOGZLGH LPSOHPHQWLQJ ZRUOG-FODVV SURFHVVHV and talent development • Comprehensive knowledge of manufacturing operations, supply chain management, corporate JRYHUQDQFH ¿QDQFH LQIRUPDWLRQ WHFKQRORJ\ DQG WKH GHYHORSPHQW RI LQWHUQDWLRQDO EXVLQHVV opportunities Deborah Lee James Director Since 2017 Audit Committee Nominating and Corporate Governance Committee ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV • Deep expertise in national security ‡ 6LJQL¿FDQW H[SHULHQFH LQ 8.6. JRYHUQPHQW SURFXUHPHQW DQG ORJLVWLFV • Demonstrated leadership and management skills ‡ ([WHQVLYH H[SHULHQFH LQ WKH F\EHUVHFXULW\ ¿HOG

,QF XQWLO KLV UHWLUHPHQW LQ $SULO 2009 +DUOH\-'DYLGVRQ ,QF LV WKH SDUHQW FRPSDQ\ IRU WKH JURXS RI VLQFH 'HFHPEHU 2004 DQG ZDV QDPHG 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU LQ $SULO 2005 +H 1990 WR $SULO 2005 DQG 3UHVLGHQW RI WKH +DUOH\-'DYLGVRQ )RXQGDWLRQ ,QF IURP 1993 WR 2006 at the Massachusetts Institute of Technology where she has been a member of the faculty in the for Research, to which she was appointed in 2013, she has overall responsibility for research interdisciplinary research laboratories and centers, and plays a central role in research relationships $WPRVSKHULF DQG 3ODQHWDU\ 6FLHQFHV DW 0,7 IURP 2003-2011 6LQFH 1990 VKH KDV KHOG OHDGHUVKLS serving as Principal Investigator for NASA’s Gravity Recovery and Interior Laboratory (GRAIL) The Board of Directors recommends a vote “FOR” each of the director nominees (Items 1a through 1k on the proxy card). 8 TEXTRON 2018 PROXY STATEMENT Maria T. Zuber Director Since 2016 Nominating and Corporate Governance Committee Organization and Compensation Committee Ms. Zuber, 59, is the Vice President for Research and the E.A. Griswold Professor of Geophysics Department of Earth, Atmospheric and Planetary Sciences since 1995. In her role as Vice President administration and policy at MIT, overseeing MIT Lincoln Laboratory and more than a dozen with the federal government. Previously she served as the Head of the Department of Earth, UROHV DVVRFLDWHG ZLWK VFLHQWL¿F H[SHULPHQWV RU LQVWUXPHQWDWLRQ RQ QLQH 1$6$ PLVVLRQV QRWDEO\ PLVVLRQ DQ HIIRUW WR PDS WKH 0RRQ¶V JUDYLWDWLRQDO ¿HOG ,Q 2013 3UHVLGHQW 2EDPD DSSRLQWHG 0V Zuber to the National Science Board, and, in May 2016, she was elected Board Chair. In December 2017, Ms. Zuber became a director of Bank of America Corporation. ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV ‡ ([WHQVLYH H[SHUWLVH LQ VFLHQWL¿F UHVHDUFK • Considerable leadership experience, including in relationships with the federal government • Deep understanding of emerging technologies James L. Ziemer Director Since 2007 Audit Committee Organization and Compensation Committee 0U =LHPHU 68 ZDV WKH 3UHVLGHQW DQG &KLHI ([HFXWLYH 2I¿FHU DQG D GLUHFWRU RI +DUOH\-'DYLGVRQ FRPSDQLHV GRLQJ EXVLQHVV DV +DUOH\-'DYLGVRQ 0RWRU &RPSDQ\ ZKLFK GHVLJQ PDQXIDFWXUH DQG VHOO PRWRUF\FOHV DQG UHODWHG SDUWV DQG DFFHVVRULHV DQG +DUOH\-'DYLGVRQ )LQDQFLDO 6HUYLFHV ZKLFK SURYLGHV UHODWHG ¿QDQFLQJ DQG LQVXUDQFH 0U =LHPHU KDG EHHQ D GLUHFWRU RI +DUOH\-'DYLGVRQ ,QF SUHYLRXVO\ VHUYHG DV 9LFH 3UHVLGHQW DQG &KLHI )LQDQFLDO 2I¿FHU RI +DUOH\-'DYLGVRQ IURP 'HFHPEHU Mr. Ziemer is also a director of Thor Industries, Inc. (since 2010). ([SHULHQFH, 4XDOLÀFDWLRQV, $WWULEXWHV DQG 6NLOOV • Extensive expertise in establishing brand equity worldwide • Leadership experience in fostering outstanding customer satisfaction and loyalty ‡ 6LJQL¿FDQW H[SHULHQFH ZLWK WKH FDSWLYH ¿QDQFH EXVLQHVV PRGHO • Audit Committee Financial Expert

~~CORPORATE GOVERNANCE~~ GOVERNANCE HIGHLIGHTS

Textron is committed to sound corporate governance practices, including the following: • 11 of our 12 current directors and 10 of our 11 director nominees are independent, with our CEO being the only management director. Director Independence • Our three principal Board committees, the Audit, Nominating and Corporate Governance and Organization and Compensation Committees, are each composed entirely of independent directors. • The independent directors meet regularly in executive session without management present. • Recently, the Board updated our Lead Director selection and rotation process. Beginning in April 2018, the independent directors will elect a director from DPRQJ WKHP WR VHUYH DV /HDG 'LUHFWRU, JHQHUDOO\ IRU D WKUHH-\HDU WHUP, ZLWK DQQXDO UDWL¿FDWLRQ Independent Lead Director • 7KH /HDG 'LUHFWRU LV DVVLJQHG FOHDUO\ GH¿QHG DQG H[SDQVLYH GXWLHV • The Lead Director presides at executive sessions of the independent directors without management present at each regularly scheduled Board meeting. • All directors must stand for election annually and be elected by a majority of votes cast in uncontested elections. Board Accountability and Practices • During 2017, each director attended at least 75% of the total number of Board and applicable committee meetings, and all director nominees attended the Annual Meeting of Shareholders. • In 2017, the Board decreased the limit on the number of other public company boards on which our directors may serve. • The Board and each of its three principal committees perform annual VHOI-HYDOXDWLRQV • Directors may not stand for reelection after their 75th birthday. • Shareholders holding 25% of our outstanding shares may call a special meeting of shareholders. • 2XU %\-/DZV SURYLGH IRU SUR[\ DFFHVV WR DOORZ HOLJLEOH VKDUHKROGHUV WR LQFOXGH their own director nominees in the Company’s proxy materials. Shareholder Rights • We have robust stock ownership requirements for both our directors and our senior executives, all of whom currently meet their respective requirements. • Our executives and our directors are prohibited from hedging or pledging Textron securities. Textron Stock

Director Independence		●9 of our 10 director nominees are independent, with our CEO being the only management director. ●Our three principal Board committees, the Audit, Nominating and Corporate Governance, and Organization and Compensation Committees, are each comprised of entirely independent directors. ●The independent directors meet regularly in executive session without management present.

Independent Lead Director		●Our independent directors elect a director from among them to serve as Lead Director, generally for a three-year term, with annual ratification. ●The Lead Director is assigned clearly defined and expansive duties. ●The Lead Director presides at executive sessions of the independent directors without management present at each regularly scheduled Board meeting.

Board Accountability and Practices		●All directors must stand for election annually and be elected by a majority of votes cast in uncontested elections. ●During 2019, each director attended at least 75% of the total number of Board and applicable committee meetings, and all director nominees attended the Annual Meeting of Shareholders. ●The Board and each of its three principal committees perform annual self-evaluations. ●Directors may not stand for reelection after their 75th birthday.

Shareholder Rights		●Shareholders holding 25% of our outstanding shares may call a special meeting of shareholders. ●Our By-Laws provide for proxy access to allow eligible shareholders to include their own director nominees in the Company’s proxy materials.

Textron Stock		●We have robust stock ownership requirements for both our directors and our senior executives, all of whom currently meet their respective requirements. ●Our executives and our directors are prohibited from hedging or pledging Textron securities.

TEXTRON ~~2018~~2020 PROXY STATEMENT9

DIRECTOR INDEPENDENCE

The Board of Directors has determined that ~~Ms.~~Mses. Bader, James and Zuber and Messrs. Clark, Conway, ~~Evans,~~ Fish, Gagné, Heath, ~~Ms. James, Messrs. 7URWWHU DQG =LHPHU DQG 0V. =XEHU, DUH LQGHSHQGHQW, DV GH¿QHG XQGHU WKH OLVWLQJ VWDQGDUGV RI WKH 1HZ <RUN 6WRFN ([FKDQJH,~~Nowell, Trotter and Ziemer, are independent, as defined under the listing standards of the New York Stock Exchange, based on the criteria set forth in the Textron Corporate Governance Guidelines and Policies which are posted on Textron’s website ~~DV GHVFULEHG EHORZ. 7KH %RDUG KDG SUHYLRXVO\ GHWHUPLQHG WKDW 'DLQ 0. +DQFRFN DQG /RUG 3RZHOO RI %D\VZDWHU, .&0*, ZKR served~~ as ~~directors for a portion of the year, were independent under such standards as well.~~described below. In making its determination, the %RDUG H[DPLQHG UHODWLRQVKLSV EHWZHHQ GLUHFWRUV RU WKHLU DI¿OLDWHV ZLWK 7H[WURQ DQG LWV DI¿OLDWHV DQG GHWHUPLQHG WKDW HDFK VXFK UHODWLRQVKLS GLG QRW LPSDLU WKH GLUHFWRU¶V LQGHSHQGHQFH. 6SHFL¿FDOO\, WKH %RDUG FRQVLGHUHG WKH IDFW WKDW, LQ 2017, WKH 7H[WURQBoard examined relationships between directors or their affiliates with Textron and its affiliates and determined that each such relationship did not impair the director’s independence. Specifically, the Board considered the fact that, in 2019, the Textron Charitable Trust made a $20,000 donation to The Marine Corps University Foundation, an organization for which Mr. Conway serves as Chairman, and a ~~$21,000~~$20,000 donation to the Semper Fi Wounded Warrior Fund, an organization for which Mr. Conway’s wife serves as Board Vice President. In addition, the Board considered that, in ~~2017,~~2019, the Textron Charitable Trust made a $50,000 donation to The Atlantic Council, an organization for which Ms. James serves as a director. Textron has supported The Atlantic Council since 2002, with the amount of its contribution being $50,000 annually since 2011. The Board determined that these donations have not compromised either director’s independence as a Textron director.

LEADERSHIP STRUCTURE +LVWRULFDOO\, DV UHÀHFWHG LQ 7H[WURQ¶V &RUSRUDWH *RYHUQDQFH *XLGHOLQHV DQG 3ROLFLHV, WKH %RDUG KDV GHWHUPLQHG WKDW WKH SUDFWLFH RI FRPELQLQJ WKH SRVLWLRQV RI &KDLUPDQ RI WKH %RDUG DQG &KLHI ([HFXWLYH 2I¿FHU VHUYHV WKH EHVW LQWHUHVWV RI 7H[WURQ

Historically, as reflected in Textron’s Corporate Governance Guidelines and Policies, the Board has determined that the practice of combining the positions of Chairman of the Board and Chief Executive Officer serves the best interests of Textron and its shareholders. This is because the Board believes that the CEO, with his extensive knowledge of the Company’s businesses and full time focus on the business affairs of the Company, makes a more effective Chairman than an independent ~~GLUHFWRU, HVSHFLDOO\ JLYHQ WKH VL]H DQG PXOWL-LQGXVWU\ QDWXUH RI WKH &RPSDQ\¶V EXVLQHVV. 7KH %RDUG KDV FRPPLWWHG WR UHYLHZ, DW~~director, especially given the size and multi-industry nature of the Company’s business. The Board has committed to review, at least once every two years, whether combining these positions serves the best interests of Textron and its shareholders.

Our independent directors elect a Lead Director from among them for what is expected to be a three-year term with the appointment ratified annually. Currently, Mr. Gagné serves as Lead Director. The ~~Nominating~~Lead Director is assigned clearly defined and ~~Corporate Governance Committee recently recommended to the Board, and, in February 2018, the Board of Directors approved, changes to~~expansive duties under our Corporate Governance Guidelines and Policies, such that, beginning in April 2018, WKH LQGHSHQGHQW GLUHFWRUV ZLOO KDYH WKH ÀH[LELOLW\ WR VHOHFW DQ\ GLUHFWRU DPRQJ WKHP WR VHUYH DV /HDG 'LUHFWRU. 7KH /HDG 'LUHFWRU JHQHUDOO\ ZLOO EH H[SHFWHG WR VHUYH IRU D WKUHH-\HDU WHUP, ZLWK WKH DSSRLQWPHQW UDWL¿HG DQQXDOO\. 3UHYLRXVO\, RXU /HDG 'LUHFWRU ZDV VHOHFWHG IURP DPRQJ WKH &RPPLWWHH FKDLUV RQ D URWDWLQJ EDVLV DQG VHUYHG D RQH-\HDU WHUP. 7KH %RDUG EHOLHYHV WKDW PRUH ÀH[LELOLW\ LQ FKRRVLQJ WKH /HDG 'LUHFWRU ZLOO HQDEOH WKH %RDUG WR FKRRVH WKH PRVW HIIHFWLYH LQGLYLGXDO IRU WKH UROH, DQG D WKUHH-\HDU WHUP ZLOO SURYLGH JUHDWHU FRQWLQXLW\ IURP \HDU WR \HDU, HQKDQFLQJ WKH YDOXH RI WKH /HDG 'LUHFWRU¶V UROH. 7KH /HDG 'LUHFWRU LV DVVLJQHG FOHDUO\ GH¿QHG DQG H[SDQVLYH GXWLHV XQGHU RXU &RUSRUDWH *RYHUQDQFH *XLGHOLQHV DQG Policies, including (i) presiding at all meetings of the Board at which the Chairman is not present, including all executive sessions of the Board, (ii) serving, when needed, as liaison between the CEO and the independent directors, (iii) identifying, together with the CEO, key strategic direction and operational issues upon which the Board’s annual core agenda is based, (iv) discussing agenda items and time allocated for agenda items with the CEO prior to each Board meeting, including the authority to make changes and approve the agenda for the meeting, (v) determining the type of information to be provided to the directors for each scheduled Board meeting, (vi) convening additional executive sessions of the Board, (vii) determining to meet with Textron shareholders, as appropriate, after consultation with the CEO and General Counsel, and (viii) such other functions as the Board may direct. including:


●	Presiding at all meetings of the Board at which the Chairman is not present, including all executive sessions of the Board;
●	Serving, when needed, as liaison between the CEO and the independent directors;
●	Identifying, together with the CEO, key strategic direction and operational issues upon which the Board’s annual core agenda is based;
●	Discussing agenda items and time allocated for agenda items with the CEO prior to each Board meeting, including the authority to make changes and approve the agenda for the meeting;
●	Determining the type of information to be provided to the directors for each scheduled Board meeting;
●	Convening additional executive sessions of the Board;
●	Being available for consultation and direct communication with Textron shareholders; and
●	Such other functions as the Board may direct.

Textron’s Corporate Governance Guidelines and Policies also require that the Board meet in executive session for independent directors without management present at each regularly scheduled Board meeting. Textron’s Lead Director presides at ~~such sessions. Additional~~these sessions and at any additional executive sessions ~~may be~~ convened ~~at any time~~ at the request of a ~~director, and, in such event, the Lead Director presides.~~director. During ~~2017,~~2019, the independent directors met in executive session without management present during each of the Board’s ~~seven~~six regularly scheduled meetings. ~~Currently, Ms. Bader serves as Lead Director.~~

The functions of the Board are carried out by the full Board, and, when delegated, by the Board committees, with each director being a full and equal participant. The Board is committed to high standards of corporate governance and its Corporate Governance Guidelines and Policies were designed, in part, to ensure the independence of the Board and ~~LQFOXGH D IRUPDO SURFHVV IRU WKH HYDOXDWLRQ RI &(2 SHUIRUPDQFH E\ DOO QRQ-PDQDJHPHQW %RDUG PHPEHUV. 7KH HYDOXDWLRQ~~ include a formal process for the evaluation of CEO performance by all non-management Board members. The evaluation

10 TEXTRON 2020 PROXY STATEMENT

is used by the Organization and Compensation Committee as a basis to recommend the compensation of the CEO. In addition, the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee are composed entirely of independent directors. Each of these committees’ charters provides that the committee may seek the counsel of independent advisors and each routinely meets in executive session without ~~PDQDJHPHQW SUHVHQW. 7KH %RDUG DQG HDFK RI LWV WKUHH SULQFLSDO FRPPLWWHHV SHUIRUP DQ DQQXDO VHOI-HYDOXDWLRQ. 10 TEXTRON 2018 PROXY STATEMENT~~management present. The Board and each of its three principal committees perform an annual self-evaluation.

MEETING ATTENDANCE

During ~~2017,~~2019, the Board of Directors held six regular meetings and one special meeting. Directors are expected to regularly attend Board meetings and meetings of committees on which they serve, as well as the annual meeting of shareholders. Each director attended at least 75% of the total number of Board and applicable committee meetings. All ~~director nominees~~directors attended the ~~2017~~2019 annual meeting of shareholders.

OTHER DIRECTORSHIPS

Textron’s Corporate Governance Guidelines and Policies ~~were revised~~provide that non-management directors may serve on four other public company boards, provided that, in ~~July 2017 to decrease~~ the ~~number~~case of a director who is a chief executive officer of a public company, the limit is two other SXEOLF FRPSDQ\ ERDUGV RQ ZKLFK QRQ-PDQDJHPHQW GLUHFWRUV PD\ VHUYH IURP ¿YH WR IRXU LQ WKH FDVH RI D GLUHFWRU ZKR LV QRW D SXEOLF FRPSDQ\ FKLHI H[HFXWLYH RI¿FHU DQG IURP WKUHH WR WZR LQ WKH FDVH RI D GLUHFWRU ZKR LV D FKLHI H[HFXWLYH RI¿FHU RI D SXEOLF FRPSDQ\ such boards.

BOARD COMMITTEES ~~EXECUTIVE COMMITTEE Textron’s Board maintains an Executive Committee which has the power, between meetings of the~~

The Board of Directors has established the following three standing committees to ~~H[HUFLVH DOO RI WKH SRZHUV RI WKH IXOO %RDUG, H[FHSW DV VSHFL¿FDOO\ OLPLWHG E\ 7H[WURQ¶V $PHQGHG DQG 5HVWDWHG %\-/DZV DQG Delaware law. Currently, Mr. Donnelly, Ms. Bader, Mr. Clark~~assist in executing its duties: Audit, Nominating and ~~Mr. Trotter comprise the Executive Committee, which did not meet during 2017. AUDIT COMMITTEE~~Corporate Governance, and Organization and Compensation. The ~~Audit Committee pursuant to its charter, as amended in December 2017, assists the Board~~primary responsibilities of Directors with its RYHUVLJKW RI (L) WKH LQWHJULW\ RI 7H[WURQ¶V ¿QDQFLDO VWDWHPHQWV, (LL) 7H[WURQ¶V FRPSOLDQFH ZLWK OHJDO DQG UHJXODWRU\ UHTXLUHPHQWV, (LLL) WKH LQGHSHQGHQW DXGLWRU¶V TXDOL¿FDWLRQV DQG LQGHSHQGHQFH, (LY) WKH SHUIRUPDQFH RI 7H[WURQ¶V LQWHUQDO DXGLW IXQFWLRQ and independent auditor, and (v) risk management. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of Textron’s independent auditors. A copyeach of the ~~charter~~committees are described below, together with the current membership and number of meetings held in 2019. Each of these committees is composed entirely of independent, non-management directors. Each of these committees has a written charter. Copies of these charters are posted on Textron’s website,www.textron.com, under “Investors—Corporate Governance—Committee Charters,” and isare also available in print upon request to Textron’s Secretary. ~~The following seven independent directors presently comprise the committee: Mr. Clark (Chair), Mr. Conway, Mr. Evans, Mr. Gagné, Mr. Heath, Ms. James and Mr. Ziemer.~~

Member Name	AUDIT COMMITTEE	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	ORGANIZATION AND COMPENSATION COMMITTEE

Kathleen M. Bader
R. Kerry Clark
James T. Conway
Lawrence K. Fish
Paul E. Gagné*
Ralph D. Heath
Deborah Lee James
Lionel L. Nowell III
Lloyd G. Trotter
James L. Ziemer
Maria T. Zuber

Member

Chair

Audit Committee Financial Expert

* Lead Director

TEXTRON 2020 PROXY STATEMENT 11

AUDIT COMMITTEE

Meetings in 2019: 10

R. Kerry Clark (Chair)

Kathleen M. Bader

Paul E. Gagné

Ralph D. Heath

Lionel L. Nowell III

Deborah Lee James

Lloyd G. Trotter

Primary Responsibilities:

• Assists the Board with its oversight of (i) the integrity of Textron’s financial statements, (ii) Textron’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, (iv) the performance of Textron’s internal audit function and independent auditor, and (v) risk management

• Directly responsible for the appointment, compensation, retention and oversight of Textron’s independent auditors

The Board has determined that each ~~PHPEHU RI WKH FRPPLWWHH LV LQGHSHQGHQW DV GH¿QHG IRU DXGLW FRPPLWWHH PHPEHUV LQ WKH OLVWLQJ VWDQGDUGV RI WKH 1HZ <RUN~~member of the Audit Committee is independent as defined for audit committee members in the listing standards of the New York Stock Exchange. No member of the committee simultaneously serves on the audit committees of more than three public companies. The Board of Directors has determined that Mr. Clark, Mr. ~~Evans, Mr.~~ Gagné, Mr. Heath and Mr. ~~Ziemer~~Nowell each ~~DUH ³DXGLW FRPPLWWHH ¿QDQFLDO H[SHUWV´ XQGHU WKH FULWHULD DGRSWHG E\ WKH 6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ 'XULQJ 2017, the~~are “audit committee met ten times. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE 7KH 1RPLQDWLQJ DQG &RUSRUDWH *RYHUQDQFH &RPPLWWHH SXUVXDQW WR LWV FKDUWHU, DV DPHQGHG LQ 'HFHPEHU 2012, (L) LGHQWL¿HV individuals to become Board members, and recommends that the Board select the director nominees for the next annual meeting of shareholders, (ii) develops and recommends to the Board a set of corporate governance principles applicable to Textron, (iii) oversees the evaluation of the Board and its committees and (iv) makes recommendations on compensation of the Board of Directors. A copy of the committee’s charter is posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Committee Charters,” and is also available in print upon request to Textron’s Secretary. In making its recommendations on director nominees to the Board, the committee will consider suggestions regarding possible candidates from a variety of sources, including shareholders. Nominees suggested by shareholders will be communicated to WKH FRPPLWWHH IRU FRQVLGHUDWLRQ LQ WKH FRPPLWWHH¶V VHOHFWLRQ SURFHVV 6KDUHKROGHU-UHFRPPHQGHG FDQGLGDWHV DUH HYDOXDWHG XVLQJ WKH VDPH FULWHULD XVHG IRU RWKHU FDQGLGDWHV 7KH FRPPLWWHH DOVR SHULRGLFDOO\ UHWDLQV D WKLUG-SDUW\ VHDUFK ¿UP WR DVVLVW LQ WKH LGHQWL¿FDWLRQ DQG HYDOXDWLRQ RI FDQGLGDWHV 7KRXJK WKH FRPPLWWHH GRHV QRW KDYH D IRUPDO SROLF\ IRU FRQVLGHULQJ GLYHUVLW\ LQ identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives. 11 TEXTRON 2018 PROXY STATEMENT

7H[WURQ¶V $PHQGHG DQG 5HVWDWHG %\-/DZV FRQWDLQ D SURYLVLRQ ZKLFK LPSRVHV FHUWDLQ UHTXLUHPHQWV XSRQ QRPLQDWLRQV IRU GLUHFWRUV made by shareholders at the annual meeting of shareholders or a special meeting of shareholders at which directors are to be elected. Shareholders wishing to nominate an individual for director at the annual meeting must submit timely notice of nomination within the time limits described belowfinancial experts” under the heading “Shareholder Proposals and Other Matters for 2019 Annual Meeting” RQ SDJH 55, WR WKH FRPPLWWHH, F/R 7H[WURQ¶V 6HFUHWDU\, DORQJ ZLWK WKH LQIRUPDWLRQ GHVFULEHG LQ RXU %\-/DZV. The committee annually reviews the Board of Directors’ composition, the appropriate size of the Board, the results of the review of the Board’s overall performance and the strategy of the Company to determine future requirements for Board members. All candidates are evaluated against those requirements and the criteria for membership to the Board set forth in the Corporate *RYHUQDQFH *XLGHOLQHV DQG 3ROLFLHV LQFOXGLQJ (L) H[HPSODU\ SHUVRQDO HWKLFV DQG LQWHJULW\; (LL) VSHFL¿F VNLOOV DQG H[SHULHQFH DOLJQHG ZLWK 7H[WURQ¶V VWUDWHJLF GLUHFWLRQ DQG RSHUDWLQJ FKDOOHQJHV DQG WKDW FRPSOHPHQW WKH RYHUDOO FRPSRVLWLRQ RI WKH %RDUG; (LLL) FRUH EXVLQHVV FRPSHWHQFLHV RI KLJK DFKLHYHPHQW DQG D UHFRUG RI VXFFHVV; (LY) ¿QDQFLDO OLWHUDF\ DQG D KLVWRU\ RI PDNLQJ JRRG EXVLQHVV GHFLVLRQV DQG H[SRVXUH WR EHVW SUDFWLFHV; (Y) LQWHUSHUVRQDO VNLOOV WKDW PD[LPL]H JURXS G\QDPLFV, LQFOXGLQJ UHVSHFW IRU RWKHUV; (YL) VWURQJ FRPPXQLFDWLRQV VNLOOV DQG FRQ¿GHQFH WR DVN WRXJK TXHVWLRQV; DQG (YLL) HQWKXVLDVP IRU 7H[WURQ DQG VXI¿FLHQW WLPH WR EH IXOO\ HQJDJHG. 7KH FRPPLWWHH PXVW DOVR WDNH LQWR DFFRXQW RXU %\-/DZV ZKLFK SURYLGH WKDW QR SHUVRQ VKDOO be elected a director who has attained the age of 75. In addition, the Guidelines and Policies provide that a substantial majority of the Company’s directors must be independent under the standards of the New York Stock Exchange. All recommendations of nominees to the Boardadopted by the ~~committee are made solely on the basis of merit. ,Q PDNLQJ LWV UHFRPPHQGDWLRQV RQ %RDUG FRPSHQVDWLRQ, WKH FRPPLWWHH DQQXDOO\ UHYLHZV WKH GLUHFWRU FRPSHQVDWLRQ DQG EHQH¿WV program~~Securities and consults with independent board compensation advisors, as appropriate. The following six independent directors presently comprise the committee: Ms. Bader (Chair), Mr. Conway, Mr. Evans, Mr. Fish, Ms. James and Ms. Zuber. Exchange Commission.


NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		Meetings in 2019: 4

James T. Conway (Chair) Kathleen M. Bader Lawrence K. Fish Deborah Lee James Lionel L. Nowell III Maria T. Zuber	Primary Responsibilities: • Identifies individuals to become Board members and recommends that the Board select the director nominees for the next annual meeting of shareholders, considering suggestions regarding possible candidates from a variety of sources, including shareholders • Develops and recommends to the Board a set of corporate governance principles applicable to Textron • Oversees the evaluation of the Board and its committees • Annually reviews the Board’s committee structure, charters and membership • Makes recommendations on compensation of the Board after conducting an annual review of director compensation and benefits program, consulting with independent board compensation advisors, as appropriate • Annually reviews the Board’s composition, appropriate size of the Board, results of the review of the Board’s overall performance and the strategy of the Company to determine future requirements for Board members

The Board ~~of Directors~~ has determined that each member of the ~~committee~~Nominating and Corporate Governance Committee is independent as defined under the New York Stock Exchange listing standards. During 2017, the committee met three times. ORGANIZATION AND COMPENSATION COMMITTEE The Organization and Compensation Committee pursuant to its charter, as amended in December 2015, (i) approves FRPSHQVDWLRQ DUUDQJHPHQWV, LQFOXGLQJ PHULW VDODU\ LQFUHDVHV DQG DQ\ DQQXDO DQG ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ, ZLWK UHVSHFW WR WKH &KLHI ([HFXWLYH 2I¿FHU DQG RWKHU H[HFXWLYH RI¿FHUV RI WKH &RPSDQ\; (LL) RYHUVHHV DQG, ZKHUH DSSURSULDWH, DSSURYHV FRPSHQVDWLRQ DUUDQJHPHQWV DSSOLFDEOH WR RWKHU FRUSRUDWH RI¿FHUV; (LLL) DPHQGV DQ\ H[HFXWLYH FRPSHQVDWLRQ SODQ RU QRQTXDOL¿HG GHIHUUHG FRPSHQVDWLRQ SODQ RI WKH &RPSDQ\ DQG LWV VXEVLGLDULHV WR WKH VDPH H[WHQW WKDW WKH SODQ PD\ EH DPHQGHG E\ WKH %RDUG; (LY) DGPLQLVWHUV WKH H[HFXWLYH FRPSHQVDWLRQ SODQV DQG QRQTXDOL¿HG GHIHUUHG FRPSHQVDWLRQ SODQV RI WKH &RPSDQ\ DQG LWV VXEVLGLDULHV; (Y) DSSURYHV WKH &KLHI ([HFXWLYH 2I¿FHU¶V DQG RWKHU H[HFXWLYH RI¿FHUV¶ UHVSRQVLELOLWLHV DQG SHUIRUPDQFH DJDLQVW SUH-HVWDEOLVKHG SHUIRUPDQFH JRDOV; DQG (YL) SODQV IRU WKH VXFFHVVLRQ of the Company’s management. A copy of the committee’s charter is posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Committee Charters,” and is also available in print upon request to Textron’s Secretary.

12 TEXTRON 2020 PROXY STATEMENT


ORGANIZATION AND COMPENSATION COMMITTEE		Meetings in 2019: 7

James L. Ziemer (Chair) Lawrence K. Fish Paul E. Gagné Ralph D. Heath Lloyd G. Trotter Maria T. Zuber	Primary Responsibilities: • Approves compensation arrangements, including merit salary increases and any annual and long-term incentive compensation, with respect to the Chief Executive Officer and other executive officers of the Company • Oversees and, where appropriate, takes actions with respect to compensation arrangements applicable to other corporate officers • Amends any executive compensation plan or nonqualified deferred compensation plan of the Company and its subsidiaries to the same extent that the plan may be amended by the Board • Administers the executive compensation plans and nonqualified deferred compensation plans of the Company and its subsidiaries • Approves the Chief Executive Officer’s and other executive officers’ responsibilities and performance against pre-established performance goals • Plans for the succession of the Company’s management

See the Compensation Discussion and Analysis (CD&A), beginning on page 2021 for more information on the ~~committee’s~~Organization and Compensation Committee’s processes and the role of management and consultants in determining the form and amount of executive compensation. The ~~following six independent directors presently comprise the committee: Mr. Trotter (Chair), Mr. Fish, Mr. Gagné, Mr. Heath, Mr. Ziemer and Ms. Zuber. The~~ Board of Directors has determined that each member of the ~~FRPPLWWHH LV LQGHSHQGHQW DV GH¿QHG XQGHU WKH 1HZ <RUN 6WRFN ([FKDQJH OLVWLQJ VWDQGDUGV DSSOLFDEOH WR FRPSHQVDWLRQ~~committee is independent as defined under the New York Stock Exchange listing standards applicable to compensation committee members. ~~During 2017,~~

EXECUTIVE COMMITTEE

Textron’s Board also maintains an Executive Committee which has the ~~committee met six times.~~ power, between meetings of the Board of Directors, to exercise all of the powers of the full Board, except as specifically limited by Textron’s By-Laws and Delaware law. Currently, Mr. Donnelly, Mr. Clark, Mr. Conway, Mr. Gagné and Mr. Ziemer comprise the Executive Committee, which did not meet during 2019.

RISK OVERSIGHT

The Board oversees the Company’s enterprise risk management process. Management reviews the process, including ~~LGHQWL¿FDWLRQ RI NH\ ULVNV DQG VWHSV WDNHQ WR DGGUHVV WKHP, ZLWK WKH IXOO %RDUG RQ D SHULRGLF EDVLV. 7KHVH UHYLHZV~~identification of key risks and steps taken to address them, with the full Board on a periodic basis. These reviews occur at an annual dedicated risk management session and as part of the Board’s annual review of the Company’s strategy. Although the full Board is responsible for this oversight function, the Organization and Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee assist the Board in discharging its oversight duties. ~~12 TEXTRON 2018 PROXY STATEMENT~~

The Organization and Compensation Committee reviews risks related to the subject matters enumerated in its charter, including risks associated with the Company’s compensation programs, to provide incentive compensation arrangements for senior executives that do not encourage inappropriate risk taking. The Nominating and Corporate Governance ~~&RPPLWWHH FRQVLGHUV ULVNV UHODWHG WR WKH VXEMHFW PDWWHUV IRU ZKLFK LW LV UHVSRQVLEOH DV LGHQWL¿HG LQ LWV FKDUWHU LQFOXGLQJ~~Committee considers risks related to the subject matters for which it is responsible as identified in its charter, including risks associated with corporate governance. Similarly, the Audit Committee discusses with management and the independent auditor, as appropriate, (i) risks related to its duties and responsibilities as described in its charter, (ii) management’s policies and processes for risk assessment and risk management, including with respect to cybersecurity risks, and (iii) in the period between the Board’s risk oversight reviews, management’s evaluation of the Company’s major risks and the steps management has taken or proposes to take to monitor and mitigate such risks.

Accordingly, while each of the three committees contributes to the risk management oversight function by assisting the Board in the manner outlined above, the Board itself remains responsible for the oversight of the Company’s risk management program.

TEXTRON 2020 PROXY STATEMENT 13

CORPORATE GOVERNANCE GUIDELINES AND POLICIES

Textron’s Corporate Governance Guidelines and Policies, originally adopted in 1996 and most recently revised in February ~~2018,~~2020, meet or exceed the listing standards adopted by the New York Stock Exchange and are posted on Textron’s website,www.textron.com, under “Investors—Corporate Governance/Corporate Governance Guidelines and Policies,” and are also available in print upon request to Textron’s Secretary.

CODE OF ETHICS

Textron’s Business Conduct Guidelines, originally adopted in 1979 and most recently revised in September 2010, are DSSOLFDEOH WR DOO HPSOR\HHV RI 7H[WURQ LQFOXGLQJ WKH SULQFLSDO H[HFXWLYH RI¿FHU WKH SULQFLSDO ¿QDQFLDO RI¿FHU DQG WKH SULQFLSDO DFFRXQWLQJ RI¿FHU 7KH %XVLQHVV &RQGXFW *XLGHOLQHV DUH DOVR DSSOLFDEOH WR GLUHFWRUV ZLWK UHVSHFW WR WKHLUapplicable to all employees of Textron, including the principal executive officer, the principal financial officer and the principal accounting officer. The Business Conduct Guidelines are also applicable to directors with respect to their responsibilities as members of the Board of Directors. The Business Conduct Guidelines are posted on Textron’s website,www.textron.com, under “About—Our Commitment—Ethics and Compliance/Business Conduct Guidelines,” and are also ~~DYDLODEOH LQ SULQW XSRQ UHTXHVW WR 7H[WURQ¶V 6HFUHWDU\ :H LQWHQG WR SRVW RQ RXU ZHEVLWH DW WKH DGGUHVV VSHFL¿HG DERYH~~available in print upon request to Textron’s Secretary. We intend to post on our website, at the address specified above, any amendments to the Business Conduct Guidelines or the grant of a waiver from a provision of the Business Conduct Guidelines requiring disclosure under applicable Securities and Exchange Commission rules within four business days following the date of the amendment or waiver.

SHAREHOLDER COMMUNICATIONS TO THE BOARD

Shareholders or other interested parties wishing to communicate with the Board of Directors, the Lead Director, the ~~QRQ-PDQDJHPHQW GLUHFWRUV DV D JURXS RU ZLWK DQ\ LQGLYLGXDO GLUHFWRU PD\ GR VR E\ FDOOLQJ~~non- management directors as a group or with any individual director may do so by calling (866) 698-6655 ~~(WROO-IUHH) RU~~(toll-free) or (401) 457-2269, ~~ZULWLQJ WR %RDUG RI 'LUHFWRUV DW 7H[WURQ ,QF~~writing to Board of Directors at Textron Inc., 40 ~~:HVWPLQVWHU 6WUHHW 3URYLGHQFH 5KRGH ,VODQG~~Westminster Street, Providence, Rhode Island 02903, ~~RU E\ H-PDLO WR~~or by e-mail to textrondirectors@textron.com. The telephone numbers and addresses are also listed on the Textron website. All communications received via the above methods will be sent to the Board of Directors, the Lead Director, ~~WKH QRQ-PDQDJHPHQW GLUHFWRUV RU WKH VSHFL¿HG GLUHFWRU~~ the non- management directors or the specified director.

DIRECTOR NOMINATIONS

Nominees suggested by shareholders will be communicated to the Nominating and Corporate Governance Committee for consideration in the committee’s selection process. Shareholder-recommended candidates are evaluated using the same criteria used for other candidates. The committee also periodically retains a third-party search firm to assist in the identification and evaluation of candidates.

Textron’s By-Laws contain a provision which imposes certain requirements upon nominations for directors made by shareholders, including proxy access nominees, at the annual meeting of shareholders or a special meeting of shareholders at which directors are to be elected. Shareholders wishing to nominate an individual for director at the annual meeting must submit timely notice of nomination within the time limits described below, under the heading “Shareholder Proposals and Other Matters for 2021 Annual Meeting” on page 55, to the committee, c/o Textron’s Secretary, along with the information described in our By-Laws.

All candidates are evaluated against the Board’s needs and the criteria for membership to the Board set forth above. The committee must also take into account our By-Laws which provide that no person shall be elected a director who has attained the age of 75. In addition, the Corporate Governance Guidelines and Policies provide that a substantial majority of the Company’s directors must be independent under the standards of the New York Stock Exchange. All recommendations of nominees to the Board by the committee are made solely on the basis of merit.

COMPENSATION OF DIRECTORS ~~'XULQJ 2017 IRU WKHLU VHUYLFH RQ WKH %RDUG QRQ-HPSOR\HH GLUHFWRUV ZHUH SDLG DQ DQQXDO UHWDLQHU RI $235 000~~

During 2019, for their service on the Board, non-employee directors were paid an annual retainer of $260,000 ($~~120 000 RI~~135,000 of which was required to be deferred and paid in the form of stock units, as discussed below). The annual retainer is prorated for directors who ~~join~~serve on the Board ~~during~~for a portion of the year. Each member of the Audit Committee (including the chair) received an additional retainer of $15,000, and the chairs of the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee received, respectively, an additional $15,000, ~~$10,000~~$15,000 and ~~$12,500,~~$20,000, and the Lead Director received an additional ~~$25,000.~~$30,000. In addition, Textron reimburses each director for his or her expenses in attending Board or committee meetings. 13

14 TEXTRON ~~2018~~2020 PROXY STATEMENT

~~7H[WURQ PDLQWDLQV D 'HIHUUHG ,QFRPH 3ODQ IRU 1RQ-(PSOR\HH 'LUHFWRUV (WKH ³'LUHFWRUV 'HIHUUHG ,QFRPH 3ODQ´~~Textron maintains a Deferred Income Plan for Non-Employee Directors (the “Directors’ Deferred Income Plan”) ~~XQGHU~~under which they can defer all or part of their cash compensation until retirement from the Board. Deferrals are made either into ~~DQ LQWHUHVW-EHDULQJ DFFRXQW ZKLFK EHDUV LQWHUHVW DW D PRQWKO\ UDWH WKDW LV RQH-WZHOIWK RI WKH JUHDWHU RI~~an interest-bearing account which bears interest at a monthly rate that is one-twelfth of the greater of 8% ~~DQG WKH~~and the average for the month of the Moody’s Corporate Bond Yield Index, but in either case, not to exceed a monthly rate equal to 120% of the Applicable Federal Rate as provided under Section 1274(d) of the Internal Revenue Code, or into an account consisting of Textron stock units, which are equivalent in value to Textron common stock. Textron credits dividend equivalents to the stock unit account. Directors were required to defer a minimum of ~~$120,000~~$135,000 of their ~~2017~~2019 annual retainer into the stock unit account.

Textron sponsors a Directors Charitable Award Program that was closed to new participants in 2004. Under the program, Textron contributes up to $1,000,000 to the Textron Charitable Trust on behalf of each participating director upon his or ~~KHU GHDWK DQG WKH 7UXVW GRQDWHV~~her death, and the Trust donates 50% ~~RI WKDW DPRXQW LQ DFFRUGDQFH ZLWK WKH GLUHFWRU¶V UHFRPPHQGDWLRQ DPRQJ XS WR ¿YH~~of that amount in accordance with the director’s recommendation among up to five charitable organizations. Textron currently maintains life insurance policies on the lives of the participating directors, the proceeds of which may be used to fund these contributions. The premiums on the policies insuring our current directors who participate in this program (Ms. Bader and Messrs. Clark, ~~Evans,~~ Fish and Gagné) have been fully paid so there ZHUH QR H[SHQGLWXUHV DVVRFLDWHG ZLWK WKHVH SROLFLHV GXULQJ 2017 7KH GLUHFWRUV GR QRW UHFHLYH DQ\ GLUHFW ¿QDQFLDO EHQH¿W IURP WKLV SURJUDP VLQFH WKH LQVXUDQFH SURFHHGV DQG FKDULWDEOH GHGXFWLRQV DFFUXH VROHO\ WR 7H[WURQ 1RQ-HPSOR\HHwere no expenditures associated with these policies during 2019. The directors do not receive any direct financial benefit from this program as the insurance proceeds and charitable deductions accrue solely to Textron. Non-employee directors also are eligible to participate in the Textron Matching Gift Program under which Textron will match contributions ~~RI GLUHFWRUV DQG IXOO-WLPH HPSOR\HHV WR HOLJLEOH FKDULWDEOH RUJDQL]DWLRQV DW D~~of directors and full-time employees to eligible charitable organizations at a 1:1 ~~UDWLR XS WR D PD[LPXP RI $7 500 SHU \HDU 1RQ-HPSOR\HH GLUHFWRUV DUH HOLJLEOH WR UHFHLYH DZDUGV JUDQWHG XQGHU WKH 7H[WURQ ,QF~~ratio up to a maximum of $7,500 per year.

Non-employee directors are eligible to receive awards granted under the Textron Inc. 2015 ~~/RQJ-7HUP ,QFHQWLYH 3ODQ 2WKHU WKDQ D RQH-WLPH JUDQW RI UHVWULFWHG VWRFN UHFHLYHG XSRQ MRLQLQJ WKH %RDUG WKH\ FXUUHQWO\ GR QRW UHFHLYH DQ\ VXFK awards. This~~Long-Term Incentive Plan. Other than a one-time grant of 2,000 shares of restricted stock in(the “Restricted Shares”) received upon joining the ~~amount of 2,000 shares, does~~Board, they currently do not receive any such awards. The Restricted Shares do not vest until the director has completed at ~~OHDVW ¿YH \HDUV RI %RDUG VHUYLFH DQG DOO VXFFHVVLYH WHUPV RI %RDUG VHUYLFH WR ZKLFK KH RU VKH LV QRPLQDWHG DQG HOHFWHG~~least five years of Board service and all successive terms of Board service to which he or she is nominated and elected or in the event of death or disability or a change in control of Textron.

None of our directors receive compensation for serving on the Board from any shareholder or other third party. Employee directors do not receive fees or other compensation for their service on the Board or its committees. ~~CHANGES TO DIRECTOR COMPENSATION PROGRAM FOR 2018~~

Changes to Director Compensation Program for 2020

In December ~~2017,~~2019, the Nominating and Corporate Governance Committee conducted its annual review of the type and ~~DPRXQW RI FRPSHQVDWLRQ SDLG WR RXU QRQ-HPSOR\HH GLUHFWRUV IRU WKHLU VHUYLFH RQ RXU %RDUG DQG LWV FRPPLWWHHV 7KH~~amount of compensation paid to our non-employee directors for their service on our Board and its committees. The Committee considered the results of an analysis prepared by its independent compensation consultant, Semler Brossy &RQVXOWLQJ *URXS ZKLFK LQFOXGHG QRQ-HPSOR\HH GLUHFWRU FRPSHQVDWLRQ WUHQGV DQG GDWD IURP 7H[WURQ¶V 7DOHQW 3HHU *URXS FRPSDQLHV DV ZHOO DV FRPSDQLHV LQFOXGHG LQ WKH 2016-2017 1$&' $QQXDO 'LUHFWRU &RPSHQVDWLRQ 6XUYH\ $IWHU LWV UHYLHZ WKH &RPPLWWHH UHFRPPHQGHG DQG WKH %RDUG DSSURYHG FKDQJHV WR WKH FRPSHQVDWLRQ SURJUDP IRU RXU QRQ-HPSOR\HHConsulting Group, which included non-employee director compensation trends and data from Textron’s Talent Peer Group companies as well as companies included in the 2018-2019 NACD Annual Director Compensation Survey. After its review, the Committee recommended, and the Board approved, increasing the annual retainer for our non-employee directors for ~~2018, as follows: • Increase~~2020 from $260,000 to $270,000, of which $145,000 will be in the form of equity, and increasing the Lead Director’s annual retainer from $30,000 to $35,000.

In addition, the Committee recommended, and the Board approved, issuing the equity portion of the annual Board retainer ~~from $235,000 to 260,000,~~in the form of ~~which at least $135,000 must be~~stock-settled restricted stock units (“RSUs”) rather than as deferred ~~into the~~ stock ~~unit account of~~units under the Directors’ Deferred Income Plan ~~• Increase~~(as described above). The RSUs will be issued annually on the date of the annual ~~Lead Director retainer~~meeting, beginning with the 2020 annual meeting, and will vest in one year unless the director elects to defer settlement of the RSUs until the director’s separation from ~~$25,000~~service on the Board. No changes were made related to ~~$30,000 • Increase~~the cash portion of the annual Board retainer ~~for~~or to the ~~Nominating and Corporate Governance Committee chair~~ability of directors to defer all or part of their cash compensation until retirement from ~~$10,000 to $15,000 and for~~ the ~~Organization and Compensation Committee chair from $12,500 to $20,000~~ Board.

These changes are intended to align Textron’s program more closely with peer company practices. ~~The~~With regard to the increase in the annual retainer, the Board believes that modest, biennial increases are preferable to less frequent, larger increases which otherwise would be needed to keep pace with peer company levels. 14

TEXTRON ~~2018~~2020 PROXY STATEMENT15

Director Compensation Table

The following table provides ~~2017~~2019 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 34. 5 .HUU\ &ODUN 145 000 120 000 7 500 272 500 Ivor J. Evans 130,000 120,000 250,000 Paul E. Gagné 130,000 120,000 250,000 Ralph D. Heath (4) 130,000 218,500 348,500 /RUG 3RZHOO RI %D\VZDWHU .&0* (3) 28 750 46 785 75 535 James L. Ziemer 130,000 120,000 250,000 (1) 38.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	All Other Compensation ($)⁽²⁾	Total ($)

Kathleen M. Bader	140,000	135,000		275,000
R. Kerry Clark	155,000	135,000	7,500	297,500
James T. Conway	140,000	135,000		275,000
Lawrence K. Fish	125,000	135,000		260,000
Paul E. Gagné	170,000	135,000		305,000
Ralph D. Heath	140,000	135,000	5,000	280,000
Deborah Lee James	140,000	135,000		275,000
Lloyd G. Trotter	140,000	135,000	7,500	282,500
James L. Ziemer	145,000	135,000		280,000
Maria T. Zuber	125,000	135,000		260,000

⁽¹⁾	The amounts in this column represent the grant date fair value of the portion of the director’s annual retainer mandatorily deferred into the stock unit account under the Directors Deferred Income Plan. These amounts are converted to stock units at a grant date fair value equal to the average share price for the calendar quarter in which the fees were payable.
⁽²⁾	The amounts in this column represent the amounts of matching contributions made by the Company on behalf of participating directors pursuant to the Textron Matching Gift Program.

DIRECTOR STOCK OWNERSHIP REQUIREMENTS

In order to align the financial interests of our directors with the interests of our shareholders, we require that our directors maintain a specified level of stock ownership equal to eight times the portion of ~~the director’s~~their annual retainer ~~mandatorily deferred~~payable in cash. Toward this end, in 2019 we required all non-employee directors to defer a minimum of $135,000 of their annual retainer into the stock unit account under the Directors Deferred Income Plan. These amounts are converted to stock units at a grant date fair value equal to the average share price for the calendar quarter in which the fees were payable. In addition, for Mr. Heath and Ms. James who both joined the Board in 2017, the amounts include the grant date fair value of 2,000 restricted shares which they each received upon joining the Board. (2) The amounts in this column represent the amounts of matching contributions made by the Company on behalf of participating directors pursuant to the Textron Matching Gift Program. These amounts were paid by Textron in 2017 to match contributions made in 2016. (3) Both Mr. Hancock and Lord Powell retired from the Board effective as of the 2017 Annual Meeting of Shareholders. (4) Mr. Heath joined the Board effective January 1, 2017, and Ms. James joined the Board effective July 1, 2017. DIRECTOR STOCK OWNERSHIP REQUIREMENTS ,Q RUGHU WR DOLJQ WKH ¿QDQFLDO LQWHUHVWV RI RXU GLUHFWRUV ZLWK WKH LQWHUHVWV RI RXU VKDUHKROGHUV ZH UHTXLUH WKDW RXU GLUHFWRUV PDLQWDLQ D VSHFL¿HG OHYHO RI VWRFN RZQHUVKLS HTXDO WR HLJKW WLPHV WKH SRUWLRQ RI WKHLU DQQXDO UHWDLQHU SD\DEOH LQ FDVK; WRZDUG WKLV HQG ZH UHTXLUH DOO QRQ-HPSOR\HH GLUHFWRUV WR GHIHU D PLQLPXP RI $120 000 RI WKHLU DQQXDO UHWDLQHU LQWR WKH stock unit account of the Directors Deferred Income Plan. ~~As described above, the amount required to be deferred into the stock unit account has been increased to $135,000 for 2018.~~ All directors currently meet the stock ownership requirement, which allows them to achieve the required level of ownership over time in the case of directors who have more recently ~~MRLQHG WKH %RDUG :H DOVR KDYH D VWRFN UHWHQWLRQ SROLF\ UHVWULFWLQJ QRQ-HPSOR\HH GLUHFWRUV IURP WUDQVIHUULQJ VWRFN XQLWV~~joined the Board. We also have a stock retention policy restricting non-employee directors from transferring the Restricted Shares or ~~restricted~~the stock units credited under the Directors’ Deferred Income Plan while they serve on the Board. As described above, RSUs will be issued to directors beginning in 2020 for the equity portion of their annual retainer. To the extent that directors do not defer settlement of their RSUs, they may not sell shares of common stock received upon vesting of RSUs unless the stock ownership requirement has been met.

ANTI-HEDGING AND PLEDGING POLICY

Our directors are prohibited from (i) pledging Textron securities as collateral for any loan or holding Textron securities in a ~~PDUJLQ DFFRXQW RU (LL) HQJDJLQJ LQ VKRUW VDOHV RI 7H[WURQ VHFXULWLHV RU WUDQVDFWLRQV LQ SXEOLFO\-WUDGHG RSWLRQV RU GHULYDWLYH~~margin account or (ii) engaging in short sales of Textron securities or transactions in publicly-traded options or derivative securities based on Textron’s securities. 15

16 TEXTRON ~~2018~~2020 PROXY STATEMENT Maria T. Zuber115,000120,000235,000 Lloyd G. Trotter135,535120,000255,535 Deborah Lee James (4)65,000155,460220,460 Dain M. Hancock (3)33,57146,78580,356 /DZUHQFH . )LVK 115 000 120 000 235 000 James T. Conway130,000120,0005,000255,000 Fees Earned orStockAll Other NamePaid in Cash ($)Awards ($)(1) Compensation ($)(2)Total ($) .DWKOHHQ 0 %DGHU 141 964 120 000 261 964

SECURITY OWNERSHIP

~~SECURITY OWNERSHIP 7KH IROORZLQJ WDEOH VHWV IRUWK LQIRUPDWLRQ UHJDUGLQJ WKH EHQH¿FLDO RZQHUVKLS RI RXU FRPPRQ VWRFN DV RI 'HFHPEHU 31, 2017,~~The following table sets forth information regarding the beneficial ownership of our common stock as of January 1, 2020, unless otherwise noted, by: • (DFK SHUVRQ RU JURXS NQRZQ E\ XV WR RZQ EHQH¿FLDOO\ PRUH WKDQ 5% RI RXU FRPPRQ VWRFN; • (DFK RI RXU GLUHFWRUV; • (DFK RI RXU QDPHG H[HFXWLYH RI¿FHUV, DV GH¿QHG XQGHU 6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ UXOHV (³1(2V´); DQG • $OO RI RXU FXUUHQW GLUHFWRUV DQG H[HFXWLYH RI¿FHUV DV D JURXS %HQH¿FLDO RZQHUVKLS LV GHWHUPLQHG LQ DFFRUGDQFH ZLWK WKH UXOHV RI WKH 6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ DQG JHQHUDOO\


●	Each person or group known by us to own beneficially more than 5% of our common stock;
●	Each of our directors;
●	Each of our named executive officers, as defined under Securities and Exchange Commission rules (“NEOs”); and
●	All of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options that are exercisable, or restricted stock units that will vest, within 60 days of ~~December 31, 2017,~~January 1, 2020, and VKDUHV KHOG IRU WKH H[HFXWLYH RI¿FHUV E\ WKH WUXVWHH XQGHU WKH 7H[WURQ 6DYLQJV 3ODQ, DUH FRQVLGHUHG RXWVWDQGLQJ DQG EHQH¿FLDOO\ RZQHG E\ WKH SHUVRQ KROGLQJ WKH RSWLRQ RU XQLW RU SDUWLFLSDWLQJ LQ WKH 3ODQ EXW DUH QRW WUHDWHG DV RXWVWDQGLQJshares held for the executive officers by the trustee under the Textron Savings Plan, are considered outstanding and beneficially owned by the person holding the option or unit or participating in the Plan but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. ~~(DFK VKDUHKROGHU OLVWHG EHORZ KDV VROH YRWLQJ DQG LQYHVWPHQW SRZHU ZLWK UHVSHFW WR WKH VKDUHV EHQH¿FLDOO\ RZQHG, H[FHSW~~

Each shareholder listed below has sole voting and investment power with respect to the shares beneficially owned, except in those cases in which the voting or investment power is shared with the trustee or as otherwise noted. 5 .HUU\ &ODUN 7,000 (1) * -DPHV 7 &RQZD\ 2,028 (1) * -XOLH * 'XII\ 36,987 (2)(3) * /DZUHQFH . )LVK 2,000 (1) * 5DOSK ' +HDWK 2,000 * &KHU\O + -RKQVRQ 85,347 (2)(3) * /OR\G * 7URWWHU 2,104 (1) * 0DULD 7 =XEHU 2,002 (1) * %HQHÀFLDO +ROGHUV RI 0RUH WKDQ 5% Capital Research Global Investors (5) 18,706,394 7.1% The Vanguard Group, Inc. (7) 24,659,532 9.4% * /HVV WKDQ 1% RI WKH RXWVWDQGLQJ VKDUHV RI FRPPRQ VWRFN (1) ([FOXGHV VWRFN XQLWV KHOG E\ RXU QRQ-HPSOR\HH GLUHFWRUV XQGHU WKH 'LUHFWRUV 'HIHUUHG ,QFRPH 3ODQ WKDW DUH SDLG LQ FDVK IROORZLQJ WHUPLQDWLRQ RI VHUYLFH DV D GLUHFWRU, EDVHG XSRQ WKH YDOXH RI 7H[WURQ FRPPRQ VWRFN, DV IROORZV: 0V %DGHU, 58,417 VKDUHV; 0U &ODUN, 77,117 VKDUHV; 0U &RQZD\, 21,896 VKDUHV; 0U (YDQV, 79,800 VKDUHV; 0U )LVK, 95,098 VKDUHV; 0U *DJQp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¿FHUV DV RI 2017 \HDU-HQG DV D JURXS, 2,815,370 VKDUHV 16


Directors and Executive Officers	Number of Shares of Common Stock		Percent of Class

Kathleen M. Bader	12,775	⁽¹⁾	*
R. Kerry Clark	7,000	⁽¹⁾	*
Frank T. Connor	647,751	⁽²⁾⁽³⁾	*
James T. Conway	2,034	⁽¹⁾	*
Scott C. Donnelly	2,277,378	⁽²⁾⁽³⁾	*
Julie G. Duffy	56,475	⁽²⁾⁽³⁾	*
Lawrence K. Fish	2,000	⁽¹⁾	*
Paul E. Gagné	5,257	⁽¹⁾	*
Ralph D. Heath	2,000	⁽¹⁾	*
Deborah Lee James	2,007	⁽¹⁾	*
E. Robert Lupone	239,598	⁽²⁾⁽³⁾	*
Lloyd G. Trotter	2,111	⁽¹⁾	*
Lionel L. Nowell III	2,000		*
James L. Ziemer	2,152	⁽¹⁾	*
Maria T. Zuber	2,009	⁽¹⁾	*
All current directors and executive officers as a group (15 persons)	3,262,547		1.4	%
Beneficial Holders of More than 5%
BlackRock, Inc.⁽⁴⁾	18,311,457		8.0	%
T. Rowe Price Associates, Inc.⁽⁵⁾	31,834,742		14.0	%
The Vanguard Group, Inc.⁽⁶⁾	25,120,943		11.0	%

Less than 1% of the outstanding shares of common stock.

⁽¹⁾

Excludes stock units held by our non-employee directors under the Directors Deferred Income Plan that are paid in cash following termination of service as a director, based upon the value of Textron common stock, as follows: Ms. Bader, 63,527 shares; Mr. Clark, 82,281 shares; Mr. Conway, 26,899 shares; Mr. Fish, 100,315 shares; Mr. Gagné,111,875 shares; Mr. Heath, 11,962 shares; Ms. James, 6,097 shares; Mr. Trotter, 101,242 shares; Mr. Ziemer, 76,412 shares; and Ms. Zuber, 9,617 shares.

TEXTRON ~~2018~~2020 PROXY STATEMENT T. Rowe Price Associates, Inc. (6)33,927,68313.0% BlackRock, Inc. (4)18,851,9007.2% $OO FXUUHQW GLUHFWRUV DQG H[HFXWLYH RI¿FHUV DV D JURXS (15 SHUVRQV) 3,246,162 (1) 1 2% -DPHV / =LHPHU 2,145 (1) * ( 5REHUW /XSRQH 216,125 (2)(3) * 'HERUDK /HH -DPHV 2,000 * 3DXO ( *DJQp 5,242 (1) * ,YRU - (YDQV 7,000 (1) * 6FRWW & 'RQQHOO\ 2,281,741 (2)(3) * )UDQN 7 &RQQRU 662,993 (2)(3) * Number of Shares of 'LUHFWRUV DQG ([HFXWLYH 2IÀFHUV &RPPRQ 6WRFN 3HUFHQW RI &ODVV .DWKOHHQ 0 %DGHU 14,795 (1) *17

⁽²⁾	Includes the following shares obtainable within 60 days of January 1, 2020, as follows: (i) upon the exercise of stock options: Mr. Connor, 545,828 shares; Mr. Donnelly, 1,856,006 shares; Ms. Duffy, 35,416 shares; Mr. Lupone, 176,712 shares and (ii) upon the vesting of RSUs: Mr. Connor, 18,696 shares; Mr. Donnelly, 64,875 shares; Ms. Duffy, 1,890 shares; Mr. Lupone, 8,484 shares; and all directors and executive officers as of 2019 year-end as a group, 2,707,907 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, 8,876 shares; Mr. Donnelly,14,666 shares; Ms. Duffy, 1,127 shares; and Mr. Lupone, 4,550 shares; (ii) unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2020, as follows: Mr. Connor, 54,539 shares; Mr. Donnelly, 187,770 shares; Ms. Duffy, 11,854 shares; and Mr. Lupone, 24,035 shares; (iii) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: Mr. Connor, 60,316 shares; Mr. Donnelly, 206,062 shares; Ms. Duffy, 16,678 shares; and Mr. Lupone, 26,305 shares.
⁽⁴⁾	Based on information disclosed in Amendment No. 5 to Schedule 13G filed by BlackRock, Inc. on February 6, 2020. According to this filing, as of December 31, 2019, 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 16,744,279 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. 10 to Schedule 13G filed by T. Rowe Price Associates, Inc. on February 14, 2020. According to this filing, as of December 31, 2019, 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 12,033,006 of these shares, sole voting power; however, T. Rowe Price Associates, Inc. expressly disclaims such beneficial ownership. The address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.
⁽⁶⁾	Based on information disclosed in Amendment No. 9 to Schedule 13G filed by The Vanguard Group, Inc. on February 12, 2020. According to this filing, as of December 31, 2019, The Vanguard Group, Inc. beneficially owns these shares and has sole power to dispose of or direct the disposition of 24,744,134 of these shares, shared power to dispose of or direct the disposition of 376,809 of these shares, sole power to vote or direct the voting of 331,747 of these shares and shared power to vote or direct the voting of 54,468 of these shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 259,679 shares, as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 184,551 shares as a result of its serving as investment manager of Australian investment offerings. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

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AUDIT COMMITTEE REPORT

~~AUDIT COMMITTEE REPORT~~ The Audit Committee of the Board of Directors has furnished the following report on its activities: ~~7KH FRPPLWWHH UHYLHZHG DQG GLVFXVVHG WKH DXGLWHG FRQVROLGDWHG ¿QDQFLDO VWDWHPHQWV DQG WKH UHODWHG VFKHGXOH LQ WKH~~

The committee reviewed and discussed the audited consolidated financial statements and the related schedule in the Annual Report referred to below with management. The committee also reviewed with management and the independent ~~UHJLVWHUHG SXEOLF DFFRXQWLQJ ¿UP (WKH ³LQGHSHQGHQW DXGLWRUV´~~registered public accounting firm (the “independent auditors”) ~~WKH UHDVRQDEOHQHVV RI VLJQL¿FDQW MXGJPHQWV DQG WKH FODULW\ RI GLVFORVXUHV LQ WKH ¿QDQFLDO VWDWHPHQWV, WKH TXDOLW\, QRW MXVW WKH DFFHSWDELOLW\, RI WKH &RPSDQ\¶V DFFRXQWLQJ SULQFLSOHV~~the reasonableness of significant judgments, including critical audit matters, and the clarity of disclosures in the financial 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.~~Board and the Securities and Exchange Commission. In addition, the committee discussed with the independent auditors the auditors’ independence from management and the ~~Company, including~~Company. This discussion included 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 ~~SRVVLEOH HIIHFW RI QRQ-DXGLW VHUYLFHV RQ WKH DXGLWRUV¶ LQGHSHQGHQFH.~~ 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 UHVXOWV RI WKHLU H[DPLQDWLRQV, WKHLU HYDOXDWLRQV RI WKH &RPSDQ\¶V LQWHUQDO FRQWUROV, LQFOXGLQJ LQWHUQDO FRQWUROV RYHU ¿QDQFLDO UHSRUWLQJ, DQG WKH RYHUDOO TXDOLW\ RI WKH &RPSDQ\¶V ¿QDQFLDO UHSRUWLQJ. 7KH FRPPLWWHH DOVR UHYLHZHG WKH &RPSDQ\¶Vresults of their examinations, their evaluations of the Company’s internal controls, including internal controls over financial reporting, and the overall quality of the Company’s financial 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 WKH DXGLWHG FRQVROLGDWHG ¿QDQFLDO VWDWHPHQWV DQG WKH UHODWHG VFKHGXOH EH LQFOXGHG LQ WKH $QQXDO 5HSRUW RQ )RUP 10-. IRU WKH ¿VFDO \HDU HQGHG 'HFHPEHU 30, 2017, WR EH ¿OHG ZLWK WKH 6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ. 7KH FRPPLWWHHthe audited consolidated financial statements and the related schedule be included in the Annual Report on Form 10-K for the fiscal year ended January 4, 2020, to be filed 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 ~~2018,~~2020 and ~~UHFRPPHQGHG WKDW WKLV VHOHFWLRQ EH VXEPLWWHG WR WKH VKDUHKROGHUV IRU UDWL¿FDWLRQ. ,Q GHWHUPLQLQJ ZKHWKHU WR UHDSSRLQW (UQVW~~recommended that this selection be submitted to the shareholders for ratification. 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 ~~TXDOL¿FDWLRQV DQG SDVW SHUIRUPDQFH RI WKH OHDG DXGLW SDUWQHU DQG (UQVW~~qualifications and past performance of the lead audit partner and Ernst & ~~<RXQJ //3. 5. .(55< &/$5., &+$,5 JAMES T. CONWAY IVOR J. EVANS PAUL E. GAGNÉ RALPH D. HEATH DEBORAH LEE JAMES JAMES L. ZIEMER 18~~ Young LLP.


	R. KERRY CLARK, CHAIR
	KATHLEEN M. BADER
	PAUL E. GAGNÉ
	RALPH D. HEATH
	DEBORAH LEE JAMES
	LIONEL L. NOWELL III
	LLOYD G. TROTTER

TEXTRON ~~2018~~2020 PROXY STATEMENT

COMPENSATION COMMITTEE REPORT

~~COMPENSATION COMMITTEE REPORT~~ The Organization and Compensation Committee of the Board of Directors has furnished the following report:

The Committee reviewed the Compensation Discussion and Analysis to be included in Textron’s ~~2018~~2020 Proxy Statement and discussed that Analysis with management.

Based on its review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Textron’s ~~2018~~2020 Proxy Statement and Textron’s Annual Report on ~~)RUP 10-. IRU WKH ¿VFDO \HDU HQGHG 'HFHPEHU 30 2017~~ Form 10-K for the fiscal year ended January 4, 2020.

This report is submitted by the Organization and Compensation Committee. ~~LLOYD G. TROTTER, CHAIR /$:5(1&( . ),6+ PAUL E. GAGNÉ RALPH D. HEATH JAMES L. ZIEMER MARIA T. ZUBER 19~~


	JAMES L. ZIEMER, CHAIR
	LAWRENCE K. FISH
	PAUL E. GAGNÉ
	RALPH D. HEATH
	LLOYD G. TROTTER
	MARIA T. ZUBER

20 TEXTRON ~~2018~~2020 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Key 2019 Performance Highlights

~~COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY BUSINESS OVERVIEW~~ During ~~2017,~~2019, we ~~maintained focus~~achieved $1.27 billion in segment profit on ~~investing in~~revenues of $13.63 billion, and our manufacturing businesses ~~through continued development~~generated $960 million of new products and services and the acquisition of Arctic Cat, a platform to expand and grow our Textron Specialized Vehicles business. In addition, we continued to take cost reduction actions through the execution of our restructuring plans and integration activities LQ RUGHU WR UHDOLJQ RXU EXVLQHVVHV LPSURYH RYHUDOO RSHUDWLQJ HI¿FLHQF\ DQG EHWWHU SRVLWLRQ RXU EXVLQHVVHV IRU WKH IXWXUH. We generated $947 million innet cash from operating activities of continuing operations. We continued our ~~manufacturing businesses, which contributed to our investments~~strategy of ~~$634~~investing in new products with $647 million invested in research and development activities ~~$423~~for the year, along with $339 million in capital ~~expenditures, and $316~~expenditures. We returned $521 million to ~~acquire Arctic Cat, consistent with~~ our strategy of developing new products and services and completing strategic acquisitions WR VXSSRUW JURZWK DQG FUHDWH ORQJ-WHUP VKDUHKROGHU YDOXH. ,Q DGGLWLRQ ZH UHWXUQHG $603 PLOOLRQ WR RXU VKDUHKROGHUV WKURXJKshareholders through share repurchases and dividend payments. ~~Our 2017 revenues were $14.2~~Backlog increased 8% to $9.8 billion, ~~an increase of 3% over 2016 revenues, ZKLOH VHJPHQW SUR¿W IRU WKH \HDU ZDV $1.2 ELOOLRQ D GHFUHDVH RI 11% IURP 2016. &RQWLQXHG H[HFXWLRQ RI RXU 2016 UHVWUXFWXULQJ plan~~which includes new contracts with the U.S. Government for spares and logistic support for the V-22 tiltrotor aircraft and the ~~restructuring and integration~~H-1 helicopter programs at the Bell segment.

Business highlights of the ~~Arctic Cat acquisition resulted in special charges of $130 million. $0 $0 Despite the year’s challenges, we had a number of notable accomplishments during the~~ year that we expect to contribute to ORQJ-WHUP VKDUHKROGHU YDOXH LQFOXGLQJ WKH IROORZLQJ • Textron Aviation’s Citation Latitude achieved its milestone 100th customer delivery during the fourth quarter of 2017, and the EXVLQHVV FRQWLQXHG WR SUHSDUH LWV QHZHVW ODUJH-FDELQ MHW WKH &LWDWLRQ /RQJLWXGH IRU )$$ FHUWL¿FDWLRQ DQG HQWU\ LQWR VHUYLFH ZKLFK LV H[SHFWHG LQ HDUO\ 2018. 7H[WURQ $YLDWLRQ DOVR LQWURGXFHG WKH &HVVQD 6N\&RXULHU D QHZ WZLQ-HQJLQH ODUJH-XWLOLW\ turboprop for which FedEx Express has signed on as launch customer with an initial order for 50 aircraft and an option to order 50 more. • 7KH %HOO 9-280 9DORU DFKLHYHG LWV ¿UVW ÀLJKW LQ 'HFHPEHU. 7KLV QH[W JHQHUDWLRQ YHUWLFDO OLIW DLUFUDIW LV EHLQJ GHYHORSHG DV SDUW of the Joint Multi Role Technology Demonstrator initiative in order to compete to replace aging utility and attack helicopters for the U.S. Armed Forces over the next decade. On the commercial side, customers began taking deliveries of Bell’s QHZHVW DLUFUDIW WKH %HOO 505 -HW 5DQJHU ; DQG ÀLJKW WHVWLQJ UHVXPHG IRU WKH %HOO 525 5HOHQWOHVV SURJUDP. • :LWK WKH DFTXLVLWLRQ RI $UFWLF &DW LQ 0DUFK 7H[WURQ 6SHFLDOL]HG 9HKLFOHV VLJQL¿FDQWO\ H[SDQGHG LWV SURGXFW OLQH-XS DQG LWV GHDOHU QHWZRUN ZKLOH LQWURGXFLQJ QHZ SURGXFWV OLNH WKH +DYRF ; VLGH-E\-VLGH DQG WKH $UFWLF &DW =5200 VQRZPRELOH. 769 DOVR LQWURGXFHG WKH QHZ (-=-*2 (/L7( JROI FDU SRZHUHG E\ D OLWKLXP-LRQ EDWWHU\ WKDW ORZHUV PDLQWHQDQFH FRVWV and fuel emissions. • Textron Systems received a Foreign Military Sales order for the Afghan National Army for 55 Mobile Strike Force Vehicles with the potential for up to 200 additional units. Textron Systems introduced its new NIGHTWARDEN Tactical Unmanned $LUFUDIW 6\VWHP (78$6) DV LWV QH[W-JHQHUDWLRQ SODWIRUP. • .DXWH[ ZRQ FRQWUDFWV ZLWK 6KDQJKDL $XWRPRWLYH ,QGXVWU\ &RUSRUDWLRQ (6$,&) IRU VHYHQ QHZ YHKLFOH SURJUDPV. 20 include:


●	At Textron Aviation, we certified and began deliveries of our newest Citation, the Longitude super mid-size jet, delivering 13 Longitudes in 2019, including the first Longitude to NetJets. We also advanced the development of our new Cessna SkyCourier twin-engine large-utility turboprop that we expect will have its first flight in early 2020. For the fourth consecutive year, our Citation Latitude jet that entered service in August 2015 was the most-delivered midsize business jet in the industry.
●	Bell completed a second year of flight testing of its V-280 Valor next generation tiltrotor aircraft, Bell’s competitor for the U.S. Army’s Future Long-Range Attack Aircraft program. Bell also introduced the Bell 360 Invictus, our offering for the Army’s Future Attack Reconnaissance Aircraft competition. In a significant foreign military sale, the Government of the Czech Republic agreed to purchase four Bell AH-1Z and eight UH-1Y helicopters.
●	At Textron Systems, the first Ship-to-Shore Connector craft successfully completed Acceptance Trials after a series of in-port and underway demonstrations for our U.S. Navy customer. The U.S. Army announced its intention to award us a contract to build four RIPSAW M5 unmanned vehicles designed and built by Textron System’s Howe & Howe Technologies company. In addition, Textron Systems’ Airborne Tactical Advantage Company won a contract to provide live military air-to- air training and support services to the U.S. Air Force.
●	Textron Specialized Vehicles entered into an agreement with Bass Pro Shops to design and manufacture a line of side-by- sides and ATVs to be branded as Tracker Off Road and distributed by Bass Pro Shops, Cabela’s and independent Tracker Marine dealers. Also, TSV’s golf business now has over 80,000 of its E-Z-GO ELiTE series of lithium-battery-powered vehicles, which excel in energy efficiency and performance, at more than 1,350 private golf facilities worldwide.

TEXTRON ~~2018~~2020 PROXY STATEMENT ~~Revenues ($ in millions)Segment Profit ($ in millions) $15,000$1,400 $13,788$14,198$1,309 201620172016 $1,169 2017~~21

2019 Shareholder Outreach and New 2020 Long-Term Incentive Compensation Program Design

~~EXECUTIVE COMPENSATION HIGHLIGHTS~~ Executive compensation decisions at Textron are made by our Board’s Organization and Compensation ~~Committee.~~Committee (the “Committee”). One of the guiding objectives of Textron’s compensation program, as established by the Committee, is to align executive compensation with creating value for our shareholders. Therefore, the Board and the Committee take shareholder feedback and vote outcomes at our Annual Meeting seriously. In 2019, to obtain more direct input from our shareholders on our compensation program, we meaningfully increased our proactive shareholder outreach both before and after our 2019 Annual Meeting.

Prior to our 2019 Annual Meeting, we contacted most of our top 30 shareholders to discuss our executive compensation program. A Textron management team led by our Executive Vice President, Human Resources, and including our Vice President of Investor Relations, our Director of Executive Compensation and our Executive Counsel conducted engagement calls with shareholders representing approximately 21% of our outstanding shares. Our Lead Director was also involved in our outreach and participated on an engagement call with one of our larger shareholders. In addition, our Vice President of Investor Relations spoke to additional shareholders representing approximately 23% of our outstanding shares. In total prior to the Annual Meeting, we had direct discussions with shareholders representing approximately 45% of our outstanding shares.

During these calls, we communicated the Committee’s perspective with respect to our compensation program and invited feedback from our shareholders. Several shareholders expressed a preference for a greater emphasis on performance-based awards in our long-term incentive compensation program and indicated that a three-year performance period for the metrics in our performance share units (“PSUs”) would be preferable to the three one-year performance periods we have been using for these awards. In addition, some inquired about the use of the same performance metrics in both the annual and long-term incentive compensation programs.

In addition, in early 2019 and before our 2019 Annual Meeting, the Committee had initiated a rigorous Request-for-Proposals evaluation process with multiple firms to select its next independent compensation consultant in order to get a fresh, independent look at strategies that best align executive compensation with company performance and shareholder value. Following in-depth interviews and evaluations of several firms, the Committee chose a new consultant who was retained in July 2019.

In the five years prior to 2019, shareholder approval of our say-on-pay advisory votes was above 92% in each year, ranging from 92% to 95%. At our 2019 Annual Meeting, 55% of our shareholders approved our advisory say-on-pay vote on our 2018 executive compensation.

Following our 2019 Annual Meeting, we conducted an in-depth review of the company’s executive compensation program with the assistance of the Committee’s new independent compensation consultant. This review focused on our long-term incentive compensation program and included benchmarking competitive pay practices against peer companies, reviewing the efficacy of our program’s performance metrics in driving strategic business objectives and analyzing other potential long-term performance metrics.

The in-depth review of our executive compensation program identified several alternatives for program design. Before deciding upon design changes, the Committee sought to obtain additional shareholder input through a second round of discussions. In the latter half of 2019, we contacted shareholders representing approximately 52% of our outstanding shares to seek an opportunity to engage with them and hear their views on our executive compensation program. While some shareholders provided us with feedback that they did not believe a call was necessary, shareholders representing approximately 39% of our outstanding shares participated in engagement calls with our management team described above. The Committee ~~strives~~Chair was also involved in this round of shareholder outreach and participated on an engagement call with one of our larger shareholders. On these calls, we heard the views of our shareholders on various aspects of our executive compensation program and specific input on potential changes to ~~keep pace~~our long-term incentive compensation program. We also held calls with the two leading proxy advisory firms. Throughout this process, shareholder feedback was presented and discussed with the Committee and shared with our Board.

General compensation program themes that emerged from these shareholder discussions included:


●	Our shareholders would like more differentiation between the annual incentive and long-term incentive compensation programs, both with regard to performance period and metrics;
●	Our shareholders are not prescriptive on inclusion of particular metrics but desire performance metrics that drive company business strategy and creation of long-term shareholder value; and
●	Our shareholders generally prefer a long-term incentive compensation award mix in which at least 50% of the award is subject to performance-based metrics.

22 TEXTRON 2020 PROXY STATEMENT

Because the Committee had made its determinations for the 2019 executive compensation program in January 2019, well before the Committee’s program review and our shareholder outreach, and the Committee did not wish to implement design changes retroactively, this review and the feedback from shareholders has informed the Committee’s strategy on program design for 2020.

After careful consideration of all shareholder feedback, industry practices and input from our executive team, the Committee has implemented a number of significant changes for the 2020 long-term incentive compensation program designed to address the shareholder preferences described above. In addition, the Committee has made several changes to align our program with peer company practice or to achieve objectives identified by the Committee. These changes are summarized in the following chart:

2020 Long-Term Incentive Compensation (“LTIC”) Program Changes

Shareholder Preference/ Committee Objective		LTIC Program Changes and Rationale

● Performance period for LTIC should be differentiated from annual incentive program		Extend the performance period for PSU metrics to one three-year period instead of three one-year periods in order to more closely align LTIC with long-term company performance.
● Performance metrics for LTIC should be sufficiently differentiated from annual incentive program		For PSUs granted in 2020, performance metrics are Average Return on Invested Capital, weighted at 50%, Cumulative Manufacturing Cash Flow, weighted at 30%, and Relative Total Shareholder Return (“TSR”), weighted at 20%; whereas the performance metrics used for our 2020 annual incentive program are the same as in 2019 (described on page 31). These metrics were determined to align with key value drivers of our business and, together, are designed to incentivize our executives to make disciplined capital allocation decisions and to manage working capital, inventory and investments to generate returns and create value for our shareholders over the long-term.
● At least 50% of LTIC awards should be subject to performance-based metrics		Increase the percentage of PSUs in LTIC award mix. For 2020, PSUs represent 50% of target LTIC (up from 40% in recent years), with the percentage awarded as stock options and RSUs reduced proportionately. Because PSUs are subject to performance-based metrics, increasing the percentage of PSUs more closely aligns LTIC with long-term company performance. In addition, the Committee adjusted the PSU threshold payout opportunity from 50% to 25% and maximum payout opportunity from 150% to 200%, consistent with prevalent peer company practice, to enhance the effectiveness of PSUs over their three-year performance period through a range of economic and business scenarios.
● LTIC should align over a three-year period		Change vesting schedule for RSUs from vesting over five years in equal annual installments beginning on the third anniversary of the grant date to vesting in full on the third anniversary of the grant date, in order to align with the PSU performance period. This is the prevalent practice among our peer companies and therefore improves the competitiveness of our LTIC program for the attraction and retention of executive talent.
● Relative TSR should remain part of LTIC program		Move use of relative TSR from a discretionary modifier applied to PSUs to a stand-alone metric to maintain focus on stock performance as an important relative measure of company performance while improving clarity of program. In addition, change benchmark from company-selected performance peer group to S&P 500 index companies. Evolving dynamics in our industries have resulted in frequent merger and acquisition and spin-off activity among our chosen performance peer group companies. This has created a constantly changing and shrinking group of companies which we believe are appropriate to serve as direct performance peers. In order to improve the consistency of our relative TSR metric, the Committee has chosen to benchmark our TSR performance against the S&P 500. The S&P 500 is a recognized market index which incorporates an independent selection process and is used by a number of our peer companies.

TEXTRON 2020 PROXY STATEMENT 23

Executive Compensation Highlights

The Committee receives regular briefings from its consultant on evolving best practices in executive compensation. The following summarizes key aspects of our executive compensation program: • Pay for performance—substantial portion of executives’ compensation tied to Company performance against goals set by the Committee • Pay aligned with shareholder interests—over 75% of CEO’s target compensation LV LQ WKH IRUP RI HTXLW\-EDVHG ORQJ-WHUP LQFHQWLYHV Best practices adopted by the Committee • &ODZEDFN SROLF\ DSSOLHV WR DOO DQQXDO DQG ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ • Committee annually conducts performance analysis against performance peer group using operating metrics and total shareholder return • 1R VLQJOH WULJJHU YHVWLQJ XSRQ FKDQJH-LQ-FRQWURO RI ORQJ-WHUP LQFHQWLYH DZDUGV granted after 2013 • 1R WD[ JURVV XSV IRU RI¿FHUV KLUHG DIWHU 2008 • 1R HPSOR\PHQW FRQWUDFWV JXDUDQWHHLQJ ¿[HG WHUP HPSOR\PHQW RU ERQXVHV WR executives and no individual termination protection since 2008 • Limited executive perquisites Practices eliminated by the Committee in recent years • Robust stock ownership requirements Textron Stock • No hedging or pledging Textron securities • No repricing or exchanging stock options without shareholder approval 2017 SAY-ON-PAY ADVISORY VOTE ON EXECUTIVE COMPENSATION $W RXU 2017 DQQXDO PHHWLQJ, VKDUHKROGHUV H[SUHVVHG VXEVWDQWLDO VXSSRUW IRU WKH FRPSHQVDWLRQ RI RXU QDPHG H[HFXWLYH RI¿FHUV (³1(2V´ RU ³H[HFXWLYHV´), ZLWK DSSUR[LPDWHO\ 94% RI WKH YRWHV FDVW IRU DSSURYDO RI WKH VD\-RQ-SD\ DGYLVRU\ YRWH RQ H[HFXWLYH compensation. The Committee evaluated the results of the 2017 advisory vote at its July meeting and made no changes to our executive compensation program and policies as a result of the vote. COMPENSATION PHILOSOPHY


Practices we employ		●Pay for performance—substantial portion of executives’ compensation tied to Company performance against pre-established goals set by the Committee
		●Pay aligned with shareholder interests—over 75% of CEO’s target compensation is in the form of equity-based long-term incentives
		●Caps on annual incentive compensation and performance share unit payouts
		●Double-trigger change in control provisions for equity awards and severance arrangements
		●Clawback policy applies to all annual and long-term incentive compensation
		●Committee annually conducts a pay-for-performance analysis against a performance peer group utilizing operating metrics used in our annual incentive awards
		●Committee annually reviews the composition of the talent peer group and makes changes as appropriate
		●Committee annually reviews compensation data for the talent peer group in order to understand the competitiveness of our compensation program and pay levels
		●Committee annually reviews a compensation-related risk assessment with assistance from its independent compensation consultant
		●Robust stock ownership requirements
Practices we prohibit		●No single-trigger vesting of long-term incentive awards upon a change in control of the Company
		●No tax gross-ups for officers hired after 2008
		●No employment contracts guaranteeing fixed-term employment or bonuses to executives and no individually negotiated termination protection since 2008
		●No excessive executive perquisites
		●No hedging or pledging Textron securities
		●No repricing or exchanging stock options without shareholder approval

24 TEXTRON 2020 PROXY STATEMENT

Compensation Philosophy

Textron’s compensation philosophy is to establish target total pay with reference to a talent peer group and to tie a substantial portion of our executives’ compensation to performance against objective business goals and stock price performance. This approach helps us to recruit and retain talented executives, incentivizes our executives to achieve desired business goals and aligns their interests with the interests of our shareholders. ~~21 TEXTRON 2018 PROXY STATEMENT~~

2019 Compensation Program Components

~~COMPENSATION PROGRAM COMPONENTS 7RWDO SD\ IRU 7H[WURQ¶V H[HFXWLYHV FRQVLVWV RI EDVH VDODU\, DQQXDO LQFHQWLYH FRPSHQVDWLRQ DQG ORQJ-WHUP LQFHQWLYH~~Total pay for Textron’s executives consists of base salary, annual incentive compensation and long-term incentive compensation. Our annual incentive compensation program is designed to reward performance against annual business goals ~~HVWDEOLVKHG E\ WKH &RPPLWWHH DW WKH EHJLQQLQJ RI HDFK \HDU DQG LV SD\DEOH LQ FDVK 7KH ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ~~established by the Committee at the beginning of each year and is payable in cash. The long-term incentive compensation program is directly linked to stock price through three award types: ~~stock options,~~performance share units (“PSUs”), restricted stock units (“RSUs”) and ~~performance share units (“PSUs”).~~stock options. PSUs reward performance against annual business goals set by the Committee for each ~~\HDU RI D WKUHH-\HDU SHUIRUPDQFH SHULRG 7KH &RPPLWWHH WKHQ PD\ XVH LWV QHJDWLYH GLVFUHWLRQ WR GHFUHDVH WKH SD\RXW EDVHG RQ KRZ 7H[WURQ¶V WKUHH-\HDU WRWDO VKDUHKROGHU UHWXUQ (³765´~~year of a three-year performance period. The Committee then may use its negative discretion to decrease the payout based on how Textron’s three-year total shareholder return (“TSR”) ~~FRPSDUHV WR D SHUIRUPDQFH SHHU JURXS 368V DUH SD\DEOH LQ~~compares to a performance peer group. PSUs are payable in cash based upon our stock price. ~~2017 INCENTIVE COMPENSATION PAYOUTS~~

2019 Incentive Compensation Payouts

The two main performance goals set by the Committee for ~~2017—~~2019—applicable to our annual incentive compensation program as ~~ZHOO DV WR WKH 368V XQGHU RXU ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ SURJUDP²IRFXVHG RQ SUR¿WDELOLW\ DQG FDVK ÀRZ, ZKLFK DUH NH\~~well as to the PSUs under our long-term incentive compensation program—focused on profitability and cash flow, which are key business priorities for Textron. )RU 2017, WKH DQQXDO LQFHQWLYH FRPSHQVDWLRQ SURJUDP SDLG RXW DW 120 0% RI WDUJHW IRU RXU H[HFXWLYHV, UHÀHFWLQJ SHUIRUPDQFH WKDW H[FHHGHG WDUJHWV VHW DW WKH EHJLQQLQJ RI WKH \HDU 368V DZDUGHG IRU WKH 2015-2017 SHUIRUPDQFH F\FOH ZHUH VXEMHFW WR EXVLQHVV JRDOV VHW DQQXDOO\ E\ WKH &RPPLWWHH GXULQJ WKH WKUHH-\HDU SHUIRUPDQFH SHULRG 7KHVH DZDUGV ZHUH DOVR VXEMHFW WR D QHJDWLYH

For 2019, the annual incentive compensation program paid out at 93.7% of target for our executives, reflecting net operating profit performance that fell below the target established at the beginning of the year, partly offset by above target performance on cash flow and workforce diversity. PSUs awarded for the 2017–2019 performance cycle were subject to business goals set annually by the Committee during the three-year performance period and then subject to a negative discretionary adjustment by the Committee. Performance against these goals resulted in a multiplier of ~~106.8%~~105.8% of the number of ~~368V JUDQWHG, KRZHYHU, WKH &RPPLWWHH DSSOLHG D 34% GLVFUHWLRQDU\ UHGXFWLRQ 7KLV DGMXVWPHQW UHVXOWHG LQ D ¿QDO QXPEHU RI XQLWV SDLG RI 70 5% RI WKH LQLWLDO QXPEHU RI 2015-2017 368V JUDQWHG~~ PSUs granted, however, the Committee applied a -40% discretionary reduction in light of a disappointing relative total shareholder return. This adjustment resulted in a final number of units paid of 63.5% of the initial number of 2017–2019 PSUs granted.

OVERVIEW AND OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAM ~~7KH REMHFWLYHV RI 7H[WURQ¶V FRPSHQVDWLRQ SURJUDP IRU H[HFXWLYH RI¿FHUV DUH: • Encouraging world class performance • $WWUDFWLQJ DQG UHWDLQLQJ KLJK-SHUIRUPLQJ WDOHQW •~~

The objectives of Textron’s compensation program for executive officers are:


●	Encouraging world class performance
●	Attracting and retaining high-performing talent
●	Focusing executives on delivering balanced performance by providing (i) both cash and equity incentives and (ii) both annual and long-term incentives
●	Aligning executive compensation with shareholder value

To achieve these objectives, the Committee uses the following five guidelines for designing and ~~equity incentives and (LL) ERWK DQQXDO DQG ORQJ-WHUP LQFHQWLYHV • Aligning~~implementing executive ~~compensation with shareholder value 7R DFKLHYH WKHVH REMHFWLYHV, WKH &RPPLWWHH XVHV WKH IROORZLQJ ¿YH JXLGHOLQHV IRU GHVLJQLQJ DQG LPSOHPHQWLQJ H[HFXWLYH~~ compensation programs at Textron: ~~• First,~~


	Target total pay should be set in reference to the median target total pay of a talent peer group
	Incentive compensation payout should be higher when Textron performs well and lower if Textron underperforms
	Performance goals should align interests of executives with long-term interests of shareholders
	Compensation programs should not incentivize executives to conduct business in ways which could put the Company at undue risk
	Indirect compensation should provide the same level of benefits given to other salaried employees

TEXTRON 2020 PROXY STATEMENT 25

TARGET PAY

How Does the Committee Establish Target Pay?

Target total pay ~~should be set in reference to the median~~consists of three components: (i) base salary, (ii) target ~~total pay of a talent peer group • Second,~~annual incentive compensation ~~should pay higher when Textron performs well~~ and lower if Textron performs poorly • 7KLUG, SHUIRUPDQFH JRDOV VKRXOG DOLJQ LQWHUHVWV RI H[HFXWLYHV ZLWK ORQJ-WHUP LQWHUHVWV RI VKDUHKROGHUV • Fourth, compensation programs should not incentivize executives to conduct business in ways which could put the Company at undue risk • )LIWK, LQGLUHFW FRPSHQVDWLRQ VKRXOG SURYLGH WKH VDPH OHYHO RI EHQH¿WV JLYHQ WR RWKHU VDODULHG HPSOR\HHV 22 TEXTRON 2018 PROXY STATEMENT

~~TARGET PAY HOW DOES THE COMMITTEE SET TARGET PAY? 7DUJHW WRWDO SD\ FRQVLVWV RI WKUHH FRPSRQHQWV (L) EDVH VDODU\ (LL) WDUJHW DQQXDO LQFHQWLYH FRPSHQVDWLRQ DQG (LLL) WDUJHW ORQJ-term~~(iii) target long- term incentive compensation. In ~~setting~~establishing target pay, the Committee addresses each component with reference to a talent peer group median and makes its determinations based on individual responsibilities, complexity of position versus that of the market benchmarks, performance, experience and future potential. The target incentive compensation components are ~~set~~established as a percentage of base salary, varying for each NEO. The objectives of the three components are as follows:

Component Objective Base Salary ● Provide market-competitive fixed pay reflective of an executive’s responsibilities, position, experience and performance ~~HOW DOES THE COMMITTEE SELECT THE TALENT PEER GROUP?~~ At-Risk Compensation Target Annual Incentive ● Focus executives on executing the Company’s short-term business goals Target Long-Term Incentive ● Align executive compensation with increasing long-term shareholder value

How Does the Committee Select the Talent Peer Group?

The Committee references a “talent” peer group of companies, recommended by its independent compensation consultant and approved by the Committee, as part of its process in establishing target pay for each NEO. The compensation consultant advised the Committee ~~believes~~ that ~~complexity~~revenue/market capitalization and ~~size~~industry/business fit are the most important factors in establishing this group of companies to provide appropriate references for target pay levels, ~~with industry playing a secondary role. In addition to market capitalization~~followed by global reach and ~~enterprise value,~~peer similarity, as well as ~~the~~ availability of ~~information in the~~ compensation ~~survey database, selection~~data. Selection criteria for the talent peer group ~~for 2017~~used to set 2019 compensation included: ~~• 3XEOLFO\-WUDGHG FRPSDQLHV WKDW DUH KHDGTXDUWHUHG LQ WKH 8 6 • Revenue of approximately $5 billion to $40 billion, with at least 10% from outside the U.S. •~~


●	Publicly-traded companies that are headquartered in the U.S.
●	Revenue of approximately $4 billion to $40 billion, with at least 10% from outside the U.S.
●	Median revenue for peer group approximates Textron’s revenue
●	Revenue in the aerospace/defense, technology/engineering, general manufacturing and/or automotive industries

26 TEXTRON 2020 PROXY STATEMENT

The table below lists the 2018 talent peer group ~~approximates Textron’s revenue • Revenue in the aerospace/defense, technology/engineering, general manufacturing and/or automotive industries 23 TEXTRON~~companies and Textron showing fiscal 2017 revenues. The 2018 PROXY STATEMENT Base Salary • 3URYLGH PDUNHW-FRPSHWLWLYH ¿[HG SD\ UHÀHFWLYH RI DQ H[HFXWLYH¶V UHVSRQVLELOLWLHV At-Risk Compensation Target Annual Incentive • )RFXV H[HFXWLYHV RQ H[HFXWLQJ WKH &RPSDQ\¶V VKRUW-WHUP EXVLQHVV JRDOV 7DUJHW /RQJ-7HUP Incentive • $OLJQ H[HFXWLYH FRPSHQVDWLRQ ZLWK LQFUHDVLQJ ORQJ-WHUP VKDUHKROGHU YDOXH

~~7KH WDEOH EHORZ OLVWV WKH 2017 WDOHQW SHHU JURXS FRPSDQLHV DQG 7H[WURQ VKRZLQJ ¿VFDO 2016 UHYHQXHV. 7KH 2017 WDOHQW SHHU~~talent peer group was referenced in setting target pay for ~~2018. 2017~~2019.

2018 Talent Peer Group ~~General Dynamics Corporation Aerospace/Defense 31.4 Eaton Corporation Plc General Manufacturing 19.7~~


Company Name	Industry	2017 Revenue ($ in billions)

Honeywell International Inc.	Aerospace/Defense	$40.5
General Dynamics Corporation	Aerospace/Defense	31.0
Northrop Grumman Corporation	Aerospace/Defense	25.8
Lear Corporation	Automotive	20.5
Eaton Corporation Plc	General Manufacturing	20.4
The Goodyear Tire & Rubber Company	Automotive	15.4
Emerson Electric Co.	Technology/Engineering	15.3
Illinois Tool Works Inc.	General Manufacturing	14.3
Ingersoll-Rand Plc	General Manufacturing	14.2
Parker-Hannifin Corporation	General Manufacturing	12.0
BorgWarner Inc.	Automotive	9.8
L3 Technologies, Inc.	Aerospace/Defense	9.6
Spirit AeroSystems Holdings, Inc.	Aerospace/Defense	7.0
Oshkosh Corporation	General Manufacturing	6.8
Rockwell Collins, Inc.	Aerospace/Defense	6.8
Rockwell Automation Inc.	Technology/Engineering	6.3
Harris Corporation	Technology/Defense	5.9
Terex Corporation	General Manufacturing	4.4
KBR, Inc.	Technology/Engineering	4.2


$17.9		$12.0		$6.8
75th Percentile		Median		25th Percentile


	$14.2		55%
	Textron Inc.		Textron Percentile Rank

The ~~Goodyear Tire & Rubber Company Automotive 15.2 Illinois Tool Works~~2019 talent peer group referenced in setting target pay for 2020 was changed to remove Rockwell Collins, Inc. ~~General Manufacturing 13.6 Parker+DQQL¿Q &RUSRUDWLRQ *HQHUDO 0DQXIDFWXULQJ 11..4 BorgWarner~~, due to its acquisition and to replace L3 Technologies, Inc. Automotive 9.1 Spirit AeroSystems Holdings, Inc. Aerospace/Defense 6.8 Rockwell Automation Inc. Technology/Engineering 5.9 Terex Corporation General Manufacturing 4.4 75th Percentile Median 25th Percentile 16.9 11.4 6.5 7H[WURQ 3HUFHQWLOH 5DQN 62% 7KH IRUHJRLQJ WDOHQW SHHU JURXS UHÀHFWV FKDQJHV PDGH WR WKH 2016 WDOHQW SHHU JURXS, ZKLFK ZDV UHSRUWHG LQ RXU 2017 3UR[\ 6WDWHPHQW DQG UHIHUHQFHG LQ VHWWLQJ WDUJHW SD\ IRU 2017. 7KH FKDQJHV ZHUH WR UHPRYH )HGHUDO-0RJXO +ROGLQJV &RUSRUDWLRQ, because it was acquired, and ~~add~~ Harris Corporation ~~which is also a current performance peer. 24~~ with L3Harris Technologies, Inc., the survivor of the merger of the two companies.

TEXTRON ~~2018~~2020 PROXY STATEMENT Textron Inc.13.8 .%5, ,QF. 7HFKQRORJ\/(QJLQHHULQJ .4.3 Rockwell Collins, Inc.Aerospace/Defense5.3 Oshkosh CorporationGeneral Manufacturing6.3 Harris CorporationTechnology/Defense7.5 L3 Technologies, Inc.Aerospace/Defense10.5 IngersollRand PlcGeneral Manufacturing13.5 Emerson Electric Co.Technology/Engineering14.5 Lear CorporationAutomotive18.6 Northrop Grumman CorporationAerospace/Defense24.5 2016 Revenue Company NameIndustry($ in billions) Honeywell International Inc.Aerospace/Defense$39.327

How did the Committee Make 2019 Target Pay Decisions?

~~HOW DID THE COMMITTEE MAKE 2017 TARGET PAY DECISIONS?~~ Prior to making decisions on compensation, the Committee reviewed the following items: • Compensation data for each NEO • A detailed compensation benchmarking study comparing each NEO’s current target compensation by component to the market median of the talent peer group • An executive retention analysis • 3RWHQWLDO VKDUH-GHULYHG ZHDOWK DQG VWRFN RZQHUVKLS LQIRUPDWLRQ IRU HDFK 1(2


●	Compensation data for each NEO
●	A detailed compensation benchmarking study comparing each NEO’s current target compensation by component and in total to the market median of the talent peer group
●	A retention analysis that examines the value of compensation an executive would forfeit upon termination
●	Potential share-derived wealth and stock ownership information for each NEO

Additionally, the CEO provided input to the ~~O&C~~ Committee regarding compensation decisions for NEOs other than himself, including his assessment of each individual’s responsibilities and performance, the complexity of their position against market benchmarks, their experience and future potential. In approving ~~2017~~2019 target pay, the Committee considered the CEO’s input and made its own assessment of competitive pay and performance. ~~As a result,~~

In January 2019, the Committee ~~increased the~~considered Mr. Donnelly’s leadership performance as well as his extensive experience as CEO in its decision to increase his target total ~~pay of each NEO. The Committee increased Mr. Donnelly’s base salary~~compensation by approximately 4%5%, all delivered through his target ~~annual~~long-term incentive ~~compensation E\ 10 SHUFHQWDJH SRLQWV (WR 150% RI KLV EDVH VDODU\) DQG KLV WDUJHW ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ E\ DSSUR[LPDWHO\ 6%. These increases are~~compensation. This approach is consistent with the Committee’s philosophy ~~for~~of providing compensation opportunities that are generally competitive with market median through increases in incentive compensation.

The Committee considered Mr. ~~Donnelly’s~~Connor’s wide scope of responsibilities, including Information Technology, Investor Relations, Treasury, Internal Audit, Mergers and Acquisitions and Strategy in addition to the traditional finance function, and strong performance as well as his experience at Textron in increasing his target annual and target long-term incentive compensation by 15 percentage points and 25 percentage points, respectively (to 100% and 325% of ~~achieving or ultimately VXUSDVVLQJ PDUNHW PHGLDQ PRUH WKURXJK DQQXDO LQFHQWLYH DQG ORQJ-WHUP LQFHQWLYH LQFUHDVHV WKDQ WKURXJK EDVH VDODU\ LQFUHDVHV.~~ his base salary) in order to increase his target total compensation through incentive compensation rather than through increases in base salary.

With respect to ~~the other NEOs,~~Mr. Lupone and Ms. Duffy, the Committee increased the base salary, with the corresponding increases in target annual and WDUJHW ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ, RI 0U. &RQQRU, WKH &RPSDQ\¶V &)2, E\ DSSUR[LPDWHO\ 5%; 0U. /XSRQH, WKH &RPSDQ\¶V *HQHUDO &RXQVHO, E\ DSSUR[LPDWHO\ 4%; DQG 0V. -RKQVRQ, WKH &RPSDQ\¶V (93, +5, E\ DSSUR[LPDWHO\ 6%. 7KH LQFUHDVHV LQtarget long-term incentive compensation, for Mr. ~~Connor,~~Lupone, by approximately 5% and for Ms. Duffy, by approximately 10%. Additionally, in order to move closer to market median, the Committee increased Ms. Duffy’s target annual and target long-term incentive compensation by 15 percentage points and 25 percentage points, respectively (to 75% and 175% of her base salary). The increases in compensation for Mr. Lupone and Ms. ~~Johnson~~Duffy were determined based on scope of responsibility and years of experience and with consideration toward how their compensation compares against compensation for similar positions at the talent peer group companies. ~~In July 2017, Ms. Johnson left~~

What is the ~~Company to pursue other opportunities~~Target Pay and the Board appointed Julie G. Duffy, the Company’s Vice President, Deputy General Counsel—Litigation, to succeed Ms. Johnson as Executive Vice President, Human Resources. The Committee established Ms. Duffy’s compensationPay Mix for ~~her new role at the same level as Ms. Johnson’s 2017 target total pay. WHAT IS THE TARGET PAY AND PAY MIX FOR OUR EXECUTIVES?~~ Our Executives?

The following table shows ~~2017~~2019 target total pay, along with the target for each component of target total pay, for Textron’s ~~NEOs: Frank T. Connor CFO 1,000,000 850,000 (85%~~NEOs as of ~~salary) 2,850,000 (285% of salary) 4,700,000 Julie G. Duffy EVP, HR 475,000 285,000 (60% of salary) 712,500 (150% of salary) 1,472,500 25~~the Committee’s January 2019 meeting:


			At-Risk Compensation

Name	Position	Base Salary	Target Annual Incentive	Target Long-Term Incentive	Target Total Pay

Scott C. Donnelly	CEO	$1,236,000	$1,854,000 (150% of salary)	$11,022,000 (892% of salary)	$14,112,000

Frank T. Connor	CFO	1,000,000	1,000,000 (100% of salary)	3,250,000 (325% of salary)	5,250,000

E. Robert Lupone	General Counsel	800,000	600,000 (75% of salary)	1,400,000 (175% of salary)	2,800,000

Julie G. Duffy	EVP, HR	550,000	412,500 (75% of salary)	962,500 (175% of salary)	1,925,000

28 TEXTRON ~~2018~~2020 PROXY STATEMENT ~~Cheryl H. JohnsonFormer475,000285,000712,5001,472,500 EVP, HR(60% of salary)(150% of salary) E. Robert LuponeGeneral730,000547,5001,277,5002,555,000 Counsel(75% of salary)(175% of salary) At-Risk~~


	CEO Target Pay Mix	NEO Target Pay Mix (Excluding CEO)
Approximately91% of our CEO’s pay mix and on average approximately 76%of our other NEOs’ pay mix is tied to Company performance, including stock price performance (“at-risk”).

INCENTIVE COMPENSATION

How Does Our Incentive Compensation ~~Target AnnualTarget Long-TermTarget NamePositionBase SalaryIncentiveIncentiveTotal Pay Scott C. DonnellyCEO$1,200,000$1,800,000$10,000,000$13,000,000 (150% of salary)(833% of salary)~~Work?

CEO Target Pay Mix NEO Target Pay Mix (Excluding CEO) Base Salary 9% Base Salary 26% Target e Target Long-Term Incentive 77% Target Long-Term Incentive 55% Target Annual Incentive 19% INCENTIVE COMPENSATION HOW DOES OUR INCENTIVE COMPENSATION WORK? 2XU DQQXDO DQG ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ SURJUDPV DUH VXPPDUL]HG LQ WKH IROORZLQJ WDEOH /RQJ-WHUP LQFHQWLYHOur annual and long-term incentive compensation programs for 2019 are summarized in the following table. Long-term incentive compensation consists of three award types: PSUs, RSUs and stock options. This mix of award types encourages executives to focus on meeting performance goals established by the Committee, remaining with Textron as awards vest and increasing ~~ORQJ-WHUP VKDUHKROGHU YDOXH • 6SDQ D WKUHH-\HDU SHUIRUPDQFH SHULRG ZLWK YHVWLQJ DW WKH HQG RI WKH WKLUG ¿VFDO \HDU annually by~~long-term shareholder value.

Component/Award Type Description At-Risk Compensation Target Annual Incentive ● Target value and performance goals are set in the ~~Committee~~first quarter of each year ● The performance goals are enterprise-wide goals that aggregate the separate goals for each ~~year~~of our business units which are set to focus the businesses primarily on generating profitability and cash flow, consistent with expected market conditions ● Percentage earned (0% to 200%) is determined after the end of the performance period DV 40% EDVHG RQ KRZ 7H[WURQ¶V WKUHH-\HDU 765 FRPSDUHV WR WKH SHUIRUPDQFH SHHU JURXS build shareholder value • Final value depends on the change in stock price over the vesting period upon vesting regardless of stock price direct incentive to increase Textron’s stock price • 7KH SHUIRUPDQFH JRDOV DUH HQWHUSULVH-ZLGH JRDOV WKDW DJJUHJDWH WKH VHSDUDWH JRDOV IRUfiscal year based upon the achievement of performance goals ● Payout is subject to discretion based on the Committee’s and Board’s judgment of management’s performance ~~26 TEXTRON 2018 PROXY STATEMENT At-Risk Compensation ComponentAward TypeDescription~~ Target Long-Term Incentive Performance Share Units 40% •● Represent cash value of one share of common stock •● Span a three-year performance period with vesting at the end of the third fiscal year ● Percentage earned (0% to 150%) is based upon the achievement of performance goals set ~~• 3D\RXW LV VXEMHFW WR D GLVFUHWLRQDU\ 765 PRGL¿HU WKDW FDQ GHFUHDVH WKH SD\RXW E\ DV PXFK •~~annually by the Committee for each year of the performance period ● Payout is subject to a discretionary TSR modifier that can decrease the payout by as much as 40% based on how Textron’s three-year TSR compares to the performance peer group ● Incentivize achievement of Company performance goals over a sustained period in order to build shareholder value Restricted Stock Units 30% •● Represent the right to receive one share of common stock upon vesting •● Vest over five years in three equal annual installments beginning on the third anniversary of the grant date ● Final value depends on the change in stock price over the vesting period ● The Committee believes that RSUs help to retain executives because ~~they~~RSUs, unlike stock options, have value upon vesting even in a declining market Stock Options 30% •● Provide value only if the stock price goes up during the 10-year original term of the option, resulting in a ~~Target Annual Incentive • 7DUJHW YDOXH DQG SHUIRUPDQFH JRDOV DUH VHW LQ WKH ¿UVW TXDUWHU RI HDFK \HDU~~direct incentive to increase Textron’s stock price ● Vest ratably over three years on each anniversary of ~~our business units which are set to focus~~ the businesses primarily on generating SUR¿WDELOLW\ DQG FDVK ÀRZ FRQVLVWHQW ZLWK H[SHFWHG PDUNHW FRQGLWLRQV • 3HUFHQWDJH HDUQHG (0% WR 200%) LV GHWHUPLQHG DIWHU WKH HQG RI WKH ¿VFDO \HDU EDVHG • Payout is subject to adjustments based on the Committee’s and Board’s judgment of $SSUR[LPDWHO\ 91% RI RXU CEO’s pay mix and an average of approximately 74% RI RXU RWKHU 1(2V· pay mix is tied to Company performance (“at-risk”).grant date

TEXTRON 2020 PROXY STATEMENT 29

PERFORMANCE ANALYSIS ~~WHICH COMPANIES DOES THE COMMITTEE USE TO COMPARE OUR PERFORMANCE? 7KH WDEOH EHORZ VKRZV WKH OLVW RI SHUIRUPDQFH SHHU JURXS FRPSDQLHV; FKHFNPDUNV LQ WKH FROXPQV XQGHU 7H[WURQ¶V~~

Which Companies Does the Committee Use to Compare Our Performance?

The table below shows the list of performance peer group companies; checkmarks in the columns under Textron’s manufacturing segments mean that the peer company competes in some way, or operates in similar industries, with that segment. ~~2017~~

2019 Performance Peer Group United Technologies Corporation 57.2 Honeywell International Inc. 39.3 Deere & Company 26.6 Raytheon Company 24.1 ,QJHUVROO-5DQG 3OF 13 5 BorgWarner Inc. 9.1 Spirit AeroSystems Holdings, Inc. 6.8 Textron Inc. 13.8


Company Name	2018 Revenue ($ in billions)	Aviation	Bell	Industrial	Systems

The Boeing Company	$101.1
United Technologies Corporation	66.5
Lockheed Martin Corporation	53.8
Honeywell International Inc.	41.8
Deere & Company	37.4
General Dynamics Corporation	36.2
Northrop Grumman Corporation	30.1
Raytheon Company	27.1
Eaton Corporation Plc	21.6
Lear Corporation	21.1
Ingersoll-Rand Plc	15.7
Parker-Hannifin Corporation	14.3
BorgWarner Inc.	10.5
L3Harris Technologies, Inc.	6.2
Textron Inc.	14.0

The foregoing performance peer group ~~for 2017 remains unchanged~~reflects one change from ~~2016, as~~the 2018 Performance Peer Group reported in ~~last year’s~~the 2019 proxy ~~statement. 7KH 2017 SHUIRUPDQFH SHHU JURXS ZLOO EH XVHG WR PHDVXUH UHODWLYH 765 SHUIRUPDQFH IRU WKH 2017-2019 368 DZDUGV JUDQWHG~~statement which is the replacement of L3 Technologies, Inc. and Harris Corporation with L3Harris Technologies, Inc., the survivor of the merger of the two companies.

The 2019 performance peer group will be used to measure relative TSR performance for the 2019-2021 PSU awards granted to NEOs in ~~2017. WHAT WERE OUR PERFORMANCE GOALS? 3HUIRUPDQFH JRDOV IRU WKH~~2019.

30 TEXTRON 2020 PROXY STATEMENT

What Were Our Performance Goals?

Performance goals for the 2019 annual incentive compensation program and the 2019 performance period for PSU awards under the long-term incentive compensation program focused on profitability and cash flow, with an additional goal related to workforce diversity applicable only to annual incentive compensation. The profitability target focused executives on delivery of segment profit in each of our segments. The cash flow target focused executives on improving operational efficiency and sustaining the strength of the balance sheet. The diversity metric focused management on having a diverse employee profile. In addition, PSUs are subject to a TSR modifier that can decrease, but not increase, the final payout up to 40%, based on the mathematical ranking of Textron’s three-year TSR performance compared to that of our 2017 DQQXDO LQFHQWLYH FRPSHQVDWLRQ SURJUDP DQG 368V XQGHU WKH ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ SURJUDP ODUJHO\ IRFXVHG RQ SUR¿WDELOLW\ DQG FDVK ÀRZ ZLWK DQ DGGLWLRQDO JRDO UHODWHG WR ZRUNIRUFH GLYHUVLW\ 7KH SUR¿WDELOLW\ WDUJHW IRFXVHG H[HFXWLYHV RQ GHOLYHU\ RI VHJPHQW SUR¿W LQ HDFK RI RXU VHJPHQWV 7KH FDVK ÀRZ WDUJHW IRFXVHG H[HFXWLYHV RQ LPSURYLQJ RSHUDWLRQDO HI¿FLHQF\ DQG VXVWDLQLQJ WKH VWUHQJWK RI WKH EDODQFH VKHHW 7KH GLYHUVLW\ PHWULF, DSSOLFDEOH MXVW WR DQQXDO LQFHQWLYH FRPSHQVDWLRQ, IRFXVHG PDQDJHPHQW RQ KDYLQJ D GLYHUVH HPSOR\HH SUR¿OH ,Q DGGLWLRQ, 368V DUH VXEMHFW WR D GLVFUHWLRQDU\ 765 PRGL¿HU WKDW FDQ GHFUHDVH, EXW QRW LQFUHDVH, WKH SD\RXW E\ DV PXFK DV 40%, EDVHG RQ KRZ 7H[WURQ¶V WKUHH-\HDU 765 FRPSDUHV to our performance peer group. 27 TEXTRON 2018 PROXY STATEMENT Rockwell Collins, Inc.5.3 Harris Corporation7.5 L3 Technologies, Inc.10.5 Eaton Corporation Plc19.7 Northrop Grumman Corporation24.5 General Dynamics Corporation31.4 Lockheed Martin Corporation47.2 2016 Revenue Company Name($ in billions)AviationBellIndustrialSystems The Boeing Company$94.6peers and the Committee’s discretion.

Annual Incentive Compensation Payouts and Performance Analysis

~~ANNUAL INCENTIVE COMPENSATION PAYOUTS AND PERFORMANCE ANALYSIS~~ The Committee established the weighting for the ~~2017~~2019 annual incentive compensation performance goals described above as 60% ~~SUR¿WDELOLW\~~profitability, 35% ~~FDVK ÀRZ DQG~~cash flow and 5% ZRUNIRUFH GLYHUVLW\. 7H[WURQ¶V QHW RSHUDWLQJ SUR¿W JRDO IRU 2017 ZDV ORZHU WKDQ LQ WKH SUHYLRXV \HDU GXH WR DQWLFLSDWHG SUR¿W DQG PDUJLQ SUHVVXUH DW RXU PDMRU PDQXIDFWXULQJ VHJPHQWV. 2XU FDVK ÀRZ JRDO ZDV VHW DW D VLJQL¿FDQW LQFUHDVH IURP WKH SUHYLRXV \HDU WR IRFXV PDQDJHPHQW RQ FRVW UHGXFWLRQ DFWLRQV DQG LPSURYLQJ FDVK ÀRZ SHUIRUPDQFH through better workingworkforce diversity. The net operating profit goal set by the Committee for 2019 was established at approximately 8% higher than in the previous year, reflecting the disposition of our Tools and Test business in 2018, management’s continuing focus on improving execution in order to increase profit margin and our expectations of our end markets. The cash flow goal for 2019 was approximately flat with the previous year’s goal, reflecting the disposition of our Tools and Test business in 2018 and anticipated capital ~~management.~~ requirements associated with our 2019 plan.

Both targets were challenging in light of uncertain global economic and market conditions. Payouts for each individual could range from 0% to 200% of target based on performance. The formula for determining 2017 DQQXDO LQFHQWLYH FRPSHQVDWLRQ IRU H[HFXWLYH RI¿FHUV DQG WKH UHVXOWLQJ SHUFHQWDJH HDUQHG DUH GHWDLOHG EHORZ: Component 0% Payout 100% Payout 200% Payout -1.0% 1.0% 3.0% (1) ³(QWHUSULVH 123´ PHDQV RXU WRWDO ³6HJPHQW SUR¿W´ DV UHSRUWHG LQ RXU $QQXDO 5HSRUW RQ )RUP 10-.. 6HJPHQW SUR¿W IRU WKH PDQXIDFWXULQJ VHJPHQWV H[FOXGHG interest expense, certain corporate expenses2019 annual incentive compensation for executive officers, and ~~special charges. The measurement for~~ the Finance segment includes interest income and expense along with intercompany interest income and expense. (2) ³0DQXIDFWXULQJ &DVK )ORZ´ JHQHUDOO\ UHSUHVHQWV ³0DQXIDFWXULQJ FDVK ÀRZ EHIRUH SHQVLRQ FRQWULEXWLRQV´ (D QRQ-*resulting percentage earned, are detailed below:

2019 Annual Incentive Compensation Calculation
($$3 PHDVXUH) DV UHSRUWHG LQ RXU TXDUWHUO\ earnings releases. This measure adjusts net cash from operating activities of continuing operations for dividends received from Textron Financial Corporation (“TFC”), capital contributions provided under the Support Agreement with TFC and debt agreements, capital expenditures, proceeds from the sale of property, SODQW DQG HTXLSPHQW DQG FRQWULEXWLRQV WR RXU SHQVLRQ SODQV. )RU 2017 WKH 7H[WURQ FDVK ÀRZ PHWULF H[FOXGHV UHVWUXFWXULQJ FDVK RXWÀRZV DV ZHOO DV $UFWLF &DW related deal and integration payments. (3) ³,PSURYHPHQW LQ :RUNIRUFH 'LYHUVLW\´ PHDQV WKH FKDQJH LQ WKH QXPEHU RI 8.6. IXOO-WLPH VDODULHG GLYHUVH HPSOR\HHV LQ UHODWLRQ WR DOO IXOO-WLPH 8.6. salaried employees. in millions)

⁽¹⁾	“Enterprise NOP” means our total “Segment profit” as reported in our Annual Report on Form 10-K. Segment profit for the manufacturing segments excludes interest expense, certain corporate expenses, gains/losses on major business dispositions and special charges. The measurement for the Finance segment includes interest income and expense along with intercompany interest income and expense.
⁽²⁾	“Manufacturing Cash Flow” generally represents “Manufacturing cash flow before pension contributions” (a non-GAAP measure) as reported in our quarterly earnings releases. This measure adjusts net cash from operating activities of continuing operations for dividends received from Textron Financial Corporation (“TFC”), capital contributions provided under the Support Agreement with TFC and debt agreements, capital expenditures, proceeds from the sale of property, plant and equipment, contributions to our pension plans and taxes paid related to the gain realized in 2018 on the Tools and Test business disposition.
⁽³⁾	“Improvement in Workforce Diversity” represents the percentage increase in diverse U.S. full-time salaried employees compared to total U.S. full-time salaried employees, measured based on the current year actual percentage compared to the targeted percentage from the prior year.

TEXTRON 2020 PROXY STATEMENT 31

At its January ~~2018~~2020 meeting, the Committee discussed the annual incentive compensation awards to be paid to the NEOs for the ~~2017~~2019 performance period and considered input from the full Board. The Committee concluded that the calculated payouts ~~DSSURSULDWHO\ UHÀHFWHG WKH &RPSDQ\¶V SHUIRUPDQFH IRU 2017 DQG DSSURYHG WKH SD\RXWV DV FDOFXODWHG DERYH.~~ appropriately reflected the Company’s performance for 2019 and approved the payouts as calculated above.

Annual incentive compensation targets and payouts for ~~2015, 2016~~2017, 2018 and ~~2017~~2019 for each NEO are shown below: ~~Frank T. Connor CFO 765,000 890,000 807,500 809,000 850,000 1,020,000 Julie G. Duffy EVP, HR N/A N/A N/A N/A 285,000 342,000~~

Annual Incentive Compensation Targets and Payouts

		2017		2018		2019

Name	Position	Target	Payout	Target	Payout	Target	Payout

Scott C. Donnelly	CEO	$1,800,000	$2,160,000	$1,854,000	$2,223,000	$ 1,854,000	$1,737,000
Frank T. Connor	CFO	$ 850,000	$1,020,000	$ 850,000	$1,019,000	$ 1,000,000	$ 937,000
E. Robert Lupone	General Counsel	$ 547,500	$ 657,000	$ 570,000	$ 683,000	$ 600,000	$ 562,000
Julie G. Duffy	EVP, HR	$ 285,000	$ 342,000	$ 300,000	$ 360,000	$ 412,500	$ 387,000

Prior Year Performance Analysis

The Committee believes that a ~~pay for performance~~pay-for-performance analysis should compare Company performance vs. peer performance over the time period an incentive is earned and that operating metrics are the appropriate performance comparator for annual incentive awards. Therefore, to validate that Textron’s annual incentive compensation is appropriately linked to the executives’ performance, the Committee reviewed the annual incentive compensation paid to Textron’s CEO in ~~2017,~~2019, with respect to WKH SUHYLRXV \HDU FRPSDUHG WR 7H[WURQ¶V \HDU-RYHU-\HDU RSHUDWLQJ SHUIRUPDQFH IRU WKDW \HDU UHODWLYH WR WKH DQQXDO LQFHQWLYH FRPSHQVDWLRQ SDLG WR WKH SHHU FRPSDQLHV¶ &(2V FRPSDUHG WR WKH \HDU-RYHU-\HDU RSHUDWLQJ SHUIRUPDQFH RI WKH SHUIRUPDQFH2018, compared to Textron’s year-over-year operating performance for that year, relative to the annual incentive compensation paid to the peer companies’ CEOs compared to the year-over-year operating performance of the performance peer group companies for the corresponding year. While exactly comparable data was not available for all peer companies, ~~LQGLFDWLYH FRPSDULVRQV ZHUH PDGH XVLQJ SXEOLFO\-UHSRUWHG *$$3 RSHUDWLQJ FDVK ÀRZV DQG SUH-WD[ HDUQLQJV IURP FRQWLQXLQJ~~indicative comparisons were made using publicly-reported GAAP operating cash flows and pre-tax earnings from continuing operations. As was the case for previous years, the Committee’s comparative analysis conducted in ~~2017~~2019 for payouts related ~~WR WKH 2016 SHUIRUPDQFH SHULRG FRQ¿UPHG WKH VWURQJ FRUUHODWLRQ EHWZHHQ 7H[WURQ¶V DQQXDO LQFHQWLYH FRPSHQVDWLRQ SD\RXWV~~to the 2018 performance period confirmed the strong correlation between Textron’s annual incentive compensation payouts and its performance relative to its peers. 28

32 TEXTRON ~~2018~~2020 PROXY STATEMENT E. Robert LuponeGeneral Counsel506,250589,000525,000526,000547,500657,000 201520162017 NamePositionTargetPayoutTargetPayoutTargetPayout Scott C. DonnellyCEO$1,561,000 $1,817,000$1,615,600$1,619,000$1,800,000$2,160,000 2017 Annual

Long-Term Incentive Compensation Calculation ($ in millions) Weighting ThresholdTargetMaximum Enterprise NOP (1)Actual: $1,16960% $769$1,173$1,459 Manufacturing Cash Flow (2)Actual: $99335% $449$799$1,150 Improvement in WorkforceActual: 1.5%5% Diversity (3) 6.2% 54.4% 120.0% 59.4% Total Earned Component PayoutPayouts and Performance Analysis

~~LONG-TERM INCENTIVE COMPENSATION PAYOUTS AND PERFORMANCE ANALYSIS~~ Performance Share Units 3D\RXWV IRU WKH 2015-2017 368 F\FOH ZHUH EDVHG XSRQ SHUIRUPDQFH IRU HDFK RI WKH DQQXDO SHULRGV ZLWKLQ WKH 2015-2017 F\FOH DJDLQVW SHUIRUPDQFH JRDOV VHW IRU WKUHH RQH-\HDU SHUIRUPDQFH SHULRGV, ZHLJKWHG HTXDOO\

Payouts for the 2017-2019 PSU cycle were based upon performance for each of the annual periods within the 2017-2019 cycle against performance goals set for three one-year performance periods, weighted equally, subject to a TSR modifier that can decrease, but not increase, the final payout up to 40%, ~~ZLWK D PRGL¿HU EDVHG XSRQ~~based on the mathematical ranking of Textron’s three-year TSR ~~relative~~performance compared to that of our 2017 performance ~~peer companies.~~peers and the Committee’s discretion. The performance achieved against the threshold, target and maximum ~~SD\RXWV IRU WKH 2015-2017 368 F\FOH, DQG WKH UHVXOWLQJ SHUFHQWDJH HDUQHG E\ WKH H[HFXWLYH RI¿FHUV, DUH GHWDLOHG EHORZ Weighting Enterprise Actual: $591 Cash Flow 40% Actual: $993 40% Cash Flow~~ payouts for the 2017-2019 PSU cycle, and the resulting percentage earned by the executive officers, are detailed below:

2017–2019 Performance Share Unit Calculation
($ in millions)


105.8%	- 40%	63.5%

Units Earned as % of Original Award	TSR Modifier applied by O&C Committee	Final Payout as % of Original Award

The performance metrics for ~~2017~~2019 are described in more detail in the ~~“2017~~2019 Annual Incentive Compensation ~~Calculation”~~Calculation chart ~~above~~on page 31 and for previous years are described in the proxy statement for the applicable year. Payouts ~~for each individual~~are made in cash and could range from 0% to 150% of target based on performance.

Two measures impact the value of PSU cash payouts: (i) the number of units earned is based on Textron’s performance against operating metrics and may be adjusted downward (but not upward) in, based upon the mathematical ranking of the Company’s three-year TSR performance compared to the TSR performance of its performance peer companies and the Committee’s discretion ~~based upon TSR compared to its peer companies~~ and (ii) the value of each unit earned is based on Textron’s stock price. The tables below show the PSU awards granted in ~~2015~~2017 and associated cash payouts received by executive in terms of both units and value. To validate that the Company’s PSU awards link pay to performance, the Committee evaluated the PSU payouts on the basis of both relative performance (TSR performance vs. ~~peers)~~2017 performance peer group companies) and absolute performance (change in stock price) and concluded that the payouts were appropriately linked to Textron’s overall performance. 29

TEXTRON ~~2018~~2020 PROXY STATEMENT ~~2017 2016 2015 2015-2017~~33

2017–2019 Performance Share Unit ~~Calculation ($~~Payouts


		2017–2019 Units		2017–2019 Value

Name⁽¹⁾	Position	Units Granted	Units Paid	Grant Date Value	Payout Value

Scott C. Donnelly	CEO	100,583	63,850	$4,986,905	$2,879,635
Frank T. Connor	CFO	28,666	18,197	$1,421,260	$ 820,685
E. Robert Lupone	General Counsel	12,849	8,157	$ 637,053	$ 367,881

⁽¹⁾

Ms. Duffy’s 2017-2019 PSU award is not reflected in the preceding chart because it was granted while she served in her previous role and, consistent with the terms of grants made to other non-executive officers, was not subject to the TSR modifier. The amount paid is reflected in the Option Exercises and Stock Vested in Fiscal 2019 table on page 42.

As shown in millions) Component ThresholdTargetMaximum 50% Payout100% Payout150% Payout NOPActual: $1,25560% $830$1,241$1,526 Manufacturing Cash FlowActual: $63140% $100$480$863 Enterprise NOPActual: $1,30960% $871$1,348$1,665 Manufacturing $185$543$901 Enterprise NOPActual: $1,169 60% $769$1,173$1,459 Manufacturing $449$799$1,150 Units Earnedthe chart above, the payout value of the 2017–2019 awards was significantly lower than the grant date value of the award despite the Company’s three-year average performance against operating metrics of 105.8%. Because the Company’s TSR performance was at the bottom of the 2018 performance peer group, after adjusting for operating performance, the Committee exercised its negative discretion and applied the TSR modifier to reduce the units earned by 40%. The final cash payout was then further reduced as ~~Percent~~a result of ~~Original Award: 106.8%~~the decrease in Textron’s stock price from 2017 to 2019, resulting in the payout values set forth above.

The chart below shows our CEO’s 2017–2019 cycle PSU award from grant date value, as adjusted by the Company’s performance against the goals set by the Committee and as adjusted for the TSR ~~Modifier Applied by O&C Committee:-34% Final Payout as % of Original Award: 70.5% 51.1% 110.8% 59.7% 42.7% 100.2% 57.5% 47.9% 109.4% 61.5% Total Earned Component Payout~~modifier, to realized value (final payout value), reflecting the change in Textron’s stock price during the performance period.

CEO’s 2017–2019 PSU Award Value

Performance Share Units and Value Awarded and Earned for Period Frank T. Connor CFO 30,398 21,427 1,346,935 1,251,765 Cheryl H. Johnson3 EVP, HR 7,555 5,325 334,762 311,087 (1) 7KH &RPPLWWHH H[HUFLVHG LWV QHJDWLYH GLVFUHWLRQ DQG DSSOLHG WKH 765 PRGL¿HU WR UHGXFH WKH XQLWV SDLG E\ DQ DGGLWLRQDO 34% DIWHU DGMXVWLQJ IRU RSHUDWLQJ performance. (2) 7KH YDOXH RI WKH ¿QDO SD\RXW ZDV ORZHU WKDQ WKH YDOXH RI WKH RULJLQDO DZDUG DV D UHVXOW RI WKH &RPSDQ\¶V UHODWLYH 765 SHUIRUPDQFH FRPSDUHG WR WKH SHUIRUPDQFH SHHU JURXS HVWDEOLVKHG LQ 2015 IRU WKH 2015-2017 368 DZDUGV 7KH &RPSDQ\¶V 765 SHUIRUPDQFH ZDV EHORZ WKH PHGLDQ RI WKH SHUIRUPDQFH peer group. (3 ) 0V -RKQVRQ UHFHLYHG D SD\RXW IRU KHU 2015-2017 368 DZDUG EHFDXVH VKH ZDV UHWLUHPHQW HOLJLEOH ZKHQ VKH WHUPLQDWHG KHU HPSOR\PHQW ZKLFK HQWLWOHG her to continued vesting of outstanding PSU awards. 0V 'XII\¶V 2015-2017 368 DZDUG LV QRW UHÀHFWHG LQ WKH SUHFHGLQJ FKDUW EHFDXVH LW ZDV JUDQWHG ZKLOH VKH VHUYHG LQ KHU SUHYLRXV UROH DQG, FRQVLVWHQW ZLWK WKH WHUPV RI JUDQWV PDGH WR RWKHU QRQ-H[HFXWLYH RI¿FHUV, ZDV QRW VXEMHFW WR WKH 765 PRGL¿HU 7KH DPRXQW SDLG LV UHÀHFWHG LQ WKH 2SWLRQ ([HUFLVHV DQG 6WRFN 9HVWHG LQ )LVFDO 2017 WDEOH RQ SDJH 38 7KH FKDUW EHORZ VKRZV RXU &(2¶V 2015-2017 F\FOH 368 DZDUG IURP JUDQW GDWH YDOXH, DV DGMXVWHG E\ WKH &RPSDQ\¶V SHUIRUPDQFH DJDLQVW WKH JRDOV VHW E\ WKH &RPPLWWHH DQG DV DGMXVWHG IRU WKH 765 PRGL¿HU, WR UHDOL]HG YDOXH (¿QDO SD\RXW YDOXH), UHÀHFWLQJ WKH LQFUHDVH LQ 7H[WURQ¶V VWRFN SULFH GXULQJ WKH SHUIRUPDQFH SHULRG Restricted Stock Units and Stock Options ~~,Q DGGLWLRQ WR 368V, WKH &RPSDQ\¶V ORQJ-WHUP LQFHQWLYH FRPSHQVDWLRQ SURJUDP FRQVLVWV RI 568V DQG VWRFN RSWLRQV~~

In addition to PSUs, the Company’s long-term incentive compensation program consists of RSUs and stock options.

The ultimate value of these awards to the executives, upon the vesting of RSUs or the exercise of stock options, is directly based upon Textron’s stock price. For the value realized by the executives upon the vesting or exercise of these awards, see ~~“Option~~Option Exercises and Stock Vested in Fiscal ~~2017”~~2019 on page ~~38. 30~~42.

34 TEXTRON ~~2018~~2020 PROXY STATEMENT 2015-2017 PSU Award Value: Scott C. DonnellyReflects performance adjustment, TSR modifier and stock price $6,000,000increase of 31.8% $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $0 70.5% Value After TSR Modifier 92.9% Realized Value 100.0% Grant Date Award Value 106.8% Value After Performance Adjustment E. Robert LuponeGeneral Counsel13,9999,868620,296576,489 2015-2017 Units2015-2017 Value NamePositionOriginal AwardUnits Paid1Original AwardFinal Payout2 Scott C. DonnellyCEO104,29073,512$4,621,090$ 4,294,571

RISKS RELATED TO COMPENSATION

The Committee strives to set compensation policies for senior executives which do not encourage excessive risk-taking that could endanger the Company. For ~~2017,~~2019, the Committee completed a full review of managing risk within ~~the~~our executive compensation ~~programs.~~program. This review was informed by a risk analysis of our executive compensation program conducted by the Committee’s independent compensation consultant. The consultant’s risk analysis concluded that our executive compensation program has no elements that are likely to cause a material adverse outcome for the Company. This annual review helps the Committee to structure executive compensation programs that are designed to avoid exposing the Company to unwarranted risk.

OTHER COMPENSATION PROGRAMS $V PHQWLRQHG DERYH, 7H[WURQ SURYLGHV FHUWDLQ RWKHU FRPSHQVDWLRQ SURJUDPV (VXFK DV UHWLUHPHQWVGHDWK EHQH¿WV) WKDW DUH GHVLJQHG WR SURYLGH WR 1(2V WKH VDPH OHYHO RI EHQH¿WV SURYLGHG WR QRQ-H[HFXWLYH RI¿FHUV DQG, LQ PRVW FDVHV, DOO VDODULHG HPSOR\HHV. &HUWDLQ RI WKHVH SURJUDPV SURYLGH EHQH¿WV RYHU DQ\ FDSV PDQGDWHG E\ JRYHUQPHQW UHJXODWLRQV, LQFOXGLQJ •

As mentioned above, Textron Spillover Pension Plan: 1RQ-TXDOL¿HG EHQH¿W SODQ WR PDNH XS IRU ,56 OLPLWV WR TXDOL¿HG SHQVLRQ SODQV DQG, LQ WKH FDVH RI 0U. 'RQQHOO\, WR SURYLGH D ³ZUDS-DURXQG´ SHQVLRQ EHQH¿W ZKLFK WDNHV LQWR DFFRXQW KLV ¿QDO DYHUDJH FRPSHQVDWLRQ ZLWK 7H[WURQ DQG KLV FRPELQHG VHUYLFH ZLWK 7H[WURQ DQG *( DQG UHGXFHV WKLV EHQH¿W E\ WKH DPRXQW RI DQ\ RWKHU SHQVLRQ EHQH¿WVprovides certain other compensation programs (such as retirement/death benefits) that are designed to provide to NEOs the same level of benefits provided to non-executive officers and, in most cases, all salaried employees. Certain of these programs provide benefits over any caps mandated by government regulations, including:


●	Textron Spillover Pension Plan: Non-qualified benefit plan to make up for IRS limits to qualified pension plans and, in the case of Mr. Donnelly, to provide a “wrap-around” pension benefit which takes into account his final average compensation with Textron and his combined service with Textron and his former employer, GE, and reduces this benefit by the amount of any other pension benefits which he is eligible to receive under Textron and GE pension plans.
●	Textron Spillover Savings Plan:Non-qualified benefit plan to make up for IRS limits to qualified savings plans.

Textron provides a program to executives which ~~he is eligible to receive under Textron~~benefits them by allowing for tax planning and GE pension plans. • Textron Spillover Savings Plan: 1RQ-TXDOL¿HG EHQH¿W SODQ WR PDNH XS IRU ,56 OLPLWV WR TXDOL¿HG VDYLQJV SODQV. 7H[WURQ SURYLGHV D SURJUDP WR H[HFXWLYHV ZKLFK EHQHILWV WKHP E\ DOORZLQJ IRU WD[ SODQQLQJ DQG DOVR EHQHILWV WKH &RPSDQ\, LQalso benefits the Company, in that cash payments by the Company are ~~delayed • Deferred Income Plan for Textron Executives: 1RQ-TXDOL¿HG SODQ WKDW DOORZV SDUWLFLSDQWV WR GHIHU FRPSHQVDWLRQ.~~ delayed:


●	Deferred Income Plan for Textron Executives:Non-qualified plan that allows participants to defer compensation.

ROLE OF INDEPENDENT COMPENSATION CONSULTANT

Under its charter, the Committee has the authority to retain outside consultants or advisors as it deems necessary to provide GHVLUHG H[SHUWLVH DQG FRXQVHO. ,Q 2017, WKH &RPPLWWHH HQJDJHG WKH VHUYLFHV RI 3D\ *RYHUQDQFH //& DV LWV FRPSHQVDWLRQ FRQVXOWDQW. 3D\ *RYHUQDQFH //& UHSRUWV GLUHFWO\ DQG H[FOXVLYHO\ WR WKH &RPPLWWHH DQG SURYLGHV DGYLFH UHJDUGLQJ FXUUHQW DQG HPHUJLQJ EHVW SUDFWLFHV ZLWK UHJDUG WR H[HFXWLYH FRPSHQVDWLRQ. $ UHSUHVHQWDWLYH IURP 3D\ *RYHUQDQFH //& DWWHQGHG HDFK RI WKH &RPPLWWHH¶V VL[ PHHWLQJV LQ 2017. 3D\ *RYHUQDQFH //& GRHV QRW SURYLGH DQ\ RWKHU VHUYLFHV WR WKH &RPPLWWHH RU WKH &RPSDQ\. 7KH &RPPLWWHH KDV GHWHUPLQHG WKDW 3D\ *RYHUQDQFH //& LV LQGHSHQGHQW DQG WKDW WKH ZRUN RI 3D\ *RYHUQDQFH //& ZLWK WKH &RPPLWWHH IRU 2017 KDV QRW UDLVHG DQ\ FRQÀLFW RI LQWHUHVW. desired expertise and counsel. At the beginning of 2019, the Committee continued to use the services of Pay Governance LLC as its independent compensation consultant, however, early in the year, the Committee initiated a rigorous Request-for-Proposals process with multiple firms to select its next independent compensation consultant. The Committee, along with representatives from management, conducted in-depth interviews with several firms before ultimately retaining Pearl Meyer as its independent compensation consultant, effective July 2019.

Pay Governance reported, and Pearl Meyer reports, directly and exclusively to the Committee, and each was retained to provide advice regarding current and emerging best practices with regard to executive compensation. In addition, as described above, Pearl Meyer will annually conduct a risk review of our executive compensation program. A representative from Pay Governance, and then Pearl Meyer, attended each of the Committee’s seven meetings in 2019. Neither Pay Governance nor Pearl Meyer provides any other services to the Committee or the Company. The Committee has determined that both Pay Governance and Pearl Meyer are independent and that the work of Pay Governance and Pearl Meyer with the Committee for 2019 has not raised any conflict of interest.

STOCK OWNERSHIP REQUIREMENTS ~~2QH REMHFWLYH RI RXU H[HFXWLYH FRPSHQVDWLRQ SURJUDP LV WR DOLJQ WKH ¿QDQFLDO LQWHUHVWV RI RXU 1(2V ZLWK WKH LQWHUHVWV RI RXU~~

One objective of our executive compensation program is to align the financial interests of our NEOs with the interests of our shareholders. As a result, we require that senior executives accumulate and maintain a minimum level of stock ownership in the Company which may be achieved through direct ownership of shares, Textron Savings Plan shares, unvested RSUs and vested/ XQYHVWHG VKDUH HTXLYDOHQWV LQ 7H[WURQ FRPSHQVDWLRQ DQG EHQH¿W SODQV. 0LQLPXP RZQHUVKLS OHYHOV DUH H[SUHVVHG DV D PXOWLSOH RI EDVH VDODU\ DV IROORZV ¿YH WLPHV IRU WKH &(2 DQG WKUHH WLPHV IRU RWKHU 1(2V. 1HZ H[HFXWLYH RI¿FHUV DUH JLYHQ ¿YH \HDUV WRunvested share equivalents in Textron compensation and benefit plans. Minimum ownership levels are expressed as a multiple of base salary as follows: five times for the CEO and three times for other NEOs. New executive officers are given five years to reach their required ownership level. All NEOs currently meet their respective stock ownership requirements or are within their ~~LQLWLDO ¿YH-\HDU SHULRG. 31~~ initial five-year period.

TEXTRON ~~2018~~2020 PROXY STATEMENT35

ANTI-HEDGING AND PLEDGING POLICY

Our executives, including our NEOs, and their designees are prohibited from engaging in short sales of Textron securities and from engaging in ~~WUDQVDFWLRQV LQ SXEOLFO\-WUDGHG RSWLRQV, VXFK DV SXWV, FDOOV DQG RWKHU GHULYDWLYH VHFXULWLHV EDVHG RQ 7H[WURQ¶V VHFXULWLHV LQFOXGLQJ~~transactions in publicly-traded options, such as puts, calls and other derivative securities based on Textron’s securities including any hedging, monetization or similar transactions designed to decrease the risks associated with holding Textron securities, ~~VXFK DV ]HUR-FRVW FROODUV DQG IRUZDUG VDOHV FRQWUDFWV. ,Q DGGLWLRQ, RXU 1(2V DUH SURKLELWHG IURP SOHGJLQJ 7H[WURQ VHFXULWLHV~~and financial instruments such as equity swaps, collars, exchange funds and forward sales contracts. In addition, our NEOs are prohibited from pledging Textron securities as collateral for any loan or holding Textron securities in a margin account. The anti-hedging and pledging policy does not apply to employees generally.

CLAWBACK POLICY ~~2XU~~

Our 2015 /RQJ-7HUP ,QFHQWLYH 3ODQ, DV ZHOO DV RXU 6KRUW-7HUP ,QFHQWLYH 3ODQ, LQFOXGH D FODZEDFN SURYLVLRQ ZKLFK SURYLGHV WKDW WKH &RPPLWWHH VKDOO UHTXLUH UHLPEXUVHPHQW RI DQ\ DQQXDO LQFHQWLYH SD\PHQW RU ORQJ-WHUP LQFHQWLYH SD\PHQW XQGHU DQ\ DZDUG WR DQ H[HFXWLYH RI¿FHU ZKHUH (L) WKH SD\PHQW ZDV SUHGLFDWHG XSRQ DFKLHYLQJ FHUWDLQ ¿QDQFLDO UHVXOWV WKDW ZHUH VXEVHTXHQWO\ WKH VXEMHFW RI D VXEVWDQWLDO UHVWDWHPHQW RI &RPSDQ\ ¿QDQFLDO VWDWHPHQWV, (LL) WKH &RPPLWWHH GHWHUPLQHV WKHLong-Term Incentive Plan, as well as our Short-Term Incentive Plan which governs our annual incentive compensation program, include a clawback provision which provides that the Committee shall require reimbursement of any annual incentive payment or long-term incentive payment under any award to an executive officer where (i) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Company financial statements, (ii) the Committee determines the executive engaged in intentional misconduct that caused or substantially caused the need for the restatement and (iii) a ORZHU SD\PHQW ZRXOG KDYH EHHQ PDGH WR WKH H[HFXWLYH EDVHG XSRQ WKH UHVWDWHG ¿QDQFLDO UHVXOWV. ,Q DGGLWLRQ, WKH &RPSDQ\¶V ORQJ-WHUP LQFHQWLYH DZDUG DJUHHPHQWV SURYLGH WKDW DQ H[HFXWLYH ZKR YLRODWHV WKH QRQFRPSHWLWLRQlower payment would have been made to the executive based upon the restated financial results.

In addition, the Company’s long-term incentive award agreements provide that an executive who violates the noncompetition provisions of the award during employment or within two years after termination of employment with the Company forfeits future rights under the award and must repay to the Company value received during the period beginning 180 days prior to the earlier of termination or the date the violation occurred. ~~7KH &RPSDQ\ DOVR LV VXEMHFW WR WKH ³FODZEDFN´ SURYLVLRQ RI 6HFWLRQ~~

The Company also is subject to the “clawback” provision of Section 304 ~~RI WKH 6DUEDQHV-2[OH\ $FW RI~~of the Sarbanes-Oxley Act of 2002 ZKLFK JHQHUDOO\ UHTXLUHV SXEOLF FRPSDQ\ FKLHI H[HFXWLYH RI¿FHUV DQG FKLHI ¿QDQFLDO RI¿FHUV WR GLVJRUJH ERQXVHV, RWKHU LQFHQWLYH-RU HTXLW\-EDVHG FRPSHQVDWLRQ, DQG SUR¿WV RQ VDOHV RI FRPSDQ\ VWRFN WKDW WKH\ UHFHLYH ZLWKLQ WKH 12-PRQWK SHULRG IROORZLQJ WKH SXEOLF UHOHDVH RI ¿QDQFLDO LQIRUPDWLRQ LI WKHUH LV D UHVWDWHPHQW EHFDXVH RI PDWHULDO QRQFRPSOLDQFH, GXH WR PLVFRQGXFW, ZLWK ¿QDQFLDOwhich generally requires public company chief executive officers and chief financial officers to disgorge bonuses, other incentive- or equity-based compensation, and profits on sales of company stock that they receive within the 12-month period following the public release of financial information if there is a restatement because of material noncompliance, due to misconduct, with financial reporting requirements under the federal securities laws.

COMPENSATION ARRANGEMENTS RELATING TO TERMINATION OF EMPLOYMENT ~~0U. 'RQQHOO\¶V OHWWHU DJUHHPHQW ZLWK 7H[WURQ SURYLGHV IRU SD\PHQW RI YDU\LQJ EHQH¿WV WR KLP XSRQ HYHQWV VXFK DV GHDWK,~~

Mr. Donnelly’s letter agreement with Textron provides for payment of varying benefits to him upon events such as death, disability, retirement and termination under voluntary, involuntary (for cause), involuntary (not for cause or for good reason)~~, RU FKDQJH LQ FRQWURO FLUFXPVWDQFHV. 0U. 'RQQHOO\¶V WHUPLQDWLRQ EHQH¿WV DUH FRQVLVWHQW ZLWK WKH WHUPV RI RXU SUHYLRXV &(2¶V~~ or change in control circumstances. Mr. Donnelly’s termination benefits are consistent with the terms of our previous CEO’s agreement and were approved by the Committee upon Mr. Donnelly’s initial hiring in 2008 in order to attract him to Textron. Since hiring Mr. Donnelly, the Committee no longer agrees to formal employment contracts which provide for individual WHUPLQDWLRQ SURWHFWLRQ. 0U. &RQQRU, 0U. /XSRQH DQG 0V. 'XII\ DUH HDFK HOLJLEOH IRU WHUPLQDWLRQ EHQH¿WV WKDW DUH DYDLODEOH WR DOO FRUSRUDWH RI¿FHUV DV SURYLGHG E\ WKH 6HYHUDQFH 3ODQ IRU 7H[WURQ .H\ ([HFXWLYHV. :LWK UHJDUG WR UHWLUHPHQW EHQH¿WV, LQ RUGHU IRU 7H[WURQ WR DWWUDFW 0U. 'RQQHOO\ WR MRLQ WKH &RPSDQ\ DIWHU KLV 19-\HDU FDUHHU DW *(, KLV SHQVLRQ EHQH¿WV ZHUH GHVLJQHG WR WDNH LQWR DFFRXQW KLV \HDUV RI VHUYLFH DW *( VR WKDW KH ZRXOG QRW EH GLVDGYDQWDJHG E\ MRLQLQJ 7H[WURQ. 7KLV EHQH¿W KDV EHHQtermination protection. Mr. Connor, Mr. Lupone and Ms. Duffy are each eligible for termination benefits that are available to all corporate officers as provided by the Severance Plan for Textron Key Executives. With regard to retirement benefits, in order for Textron to attract Mr. Donnelly to join the Company after his 19-year career at GE, his pension benefits were designed to take into account his years of service at GE so that he would not be disadvantaged by joining Textron. This benefit has been effected through the adoption of an amendment to the Textron Spillover Pension Plan adding an appendix which provides a ³ZUDS-DURXQG SHQVLRQ EHQH¿W´ WR 0U. 'RQQHOO\ LQ RUGHU WR FRPSHQVDWH IRU SHQVLRQ EHQH¿WV DW *( WKDW ZRXOG RWKHUZLVH QRW NHHS SDFH ZLWK KLV LQFUHDVLQJ FRPSHQVDWLRQ RYHU WKH FRXUVH RI KLV FDUHHU XSRQ MRLQLQJ 7H[WURQ. 7KH EHQH¿W WDNHV LQWR DFFRXQW KLV VHUYLFH ZLWK ERWK *( DQG 7H[WURQ DQG XVHV WKH GH¿QLWLRQ RI SHQVLRQDEOH FRPSHQVDWLRQ DQG ¿QDO DYHUDJH FRPSHQVDWLRQ LQ WKH 7H[WURQ 6SLOORYHU 3HQVLRQ 3ODQ. 7KLV QRQTXDOL¿HG SHQVLRQ EHQH¿W ZLOO EHFRPH“wrap-around pension benefit” to Mr. Donnelly in order to compensate for pension benefits at GE that would otherwise not keep pace with his increasing compensation over the course of his career upon joining Textron. The benefit takes into account his service with both GE and Textron and uses the definition of pensionable compensation and final average compensation in the Textron Spillover Pension Plan. This nonqualified pension benefit became 100% ~~YHVWHG XSRQ WKH HDUOLHU RI KLV~~vested upon his completion of ten years of service with Textron ~~or his attainment of age 62 while employed by Textron~~ and will be reduced by WKH FRPELQHG YDOXH RI DQ\ RWKHU EHQH¿W ZKLFK KH LV HOLJLEOH WR UHFHLYH XQGHU (L) D WD[-TXDOL¿HG GH¿QHG EHQH¿W SODQ PDLQWDLQHG E\ *(, (LL) D WD[-TXDOL¿HG GH¿QHG EHQH¿W SODQ PDLQWDLQHG E\ 7H[WURQ DQG (LLL) WKH 7H[WURQ 6SLOORYHU 3HQVLRQ 3ODQ. 0U. &RQQRU¶V OHWWHU DJUHHPHQW SURYLGHV IRU DQ HQKDQFHG SHQVLRQ EHQH¿W ZKLFK ZLOO JLYH KLP DQ DGGLWLRQDO WKUHH \HDUV RIthe combined value of any other benefit which he is eligible to receive under (i) a tax-qualified defined benefit plan maintained by GE, (ii) a tax-qualified defined benefit plan maintained by Textron and (iii) the Textron Spillover Pension Plan.

Mr. Connor’s letter agreement provides for an enhanced pension benefit which will give him an additional three years of credited service under the Textron Spillover Pension Plan, subject to the vesting terms of that Plan. Neither Mr. Lupone ~~QRU 0V. 'XII\ KDV EHHQ SURYLGHG DQ\ VXSSOHPHQWDO RU HQKDQFHG SHQVLRQ EHQH¿WV. 32~~nor Ms. Duffy has been provided any supplemental or enhanced pension benefits.

36 TEXTRON ~~2018~~2020 PROXY STATEMENT

TAX CONSIDERATIONS

Section 162(m) of the Internal Revenue Code provides that no U.S. income tax deduction is allowable to a publicly held corporation for compensation in excess of $1 million paid to a “covered employee” (generally the NEOs). Under the tax law ~~DSSOLFDEOH LQ~~applicable in 2017 ~~DQG SULRU \HDUV ³SHUIRUPDQFH-EDVHG FRPSHQVDWLRQ´ ZDV H[HPSW IURP WKH~~and prior years, “performance-based compensation” was exempt from the $1 PLOOLRQ OLPLWDWLRQ LI LW ZDV SD\DEOH XSRQ PHHWLQJ SUH-HVWDEOLVKHG DQG REMHFWLYH SHUIRUPDQFH JRDOV HVWDEOLVKHG E\ WKH &RPPLWWHH XQGHU D SODQ WKDW KDG EHHQ DSSURYHG E\ VKDUHKROGHUV DQG RWKHU WD[ FRGH UHTXLUHPHQWV ZHUH PHW. ,Q DGGLWLRQ XQGHU SULRU ODZ WKH SULQFLSDO ¿QDQFLDO RI¿FHUmillion limitation if it was payable upon meeting pre-established and objective performance goals established by the Committee under a plan that had been approved by shareholders and other tax code requirements were met. In addition, under prior law the principal financial officer was not treated as a covered employee. 2XU SROLF\ JHQHUDOO\ KDV EHHQ WR VHHN WR TXDOLI\ YDULRXV HOHPHQWV RI WKH FRPSHQVDWLRQ SD\DEOH WR H[HFXWLYHV DV SHUIRUPDQFH-EDVHG FRPSHQVDWLRQ DOWKRXJK ZH PD\ SD\ QRQ-GHGXFWLEOH FRPSHQVDWLRQ LQ RUGHU WR SUHVHUYH WKH &RPPLWWHH¶V DELOLW\ WR structure our executive compensation program to meet the objectives discussed above, including to reward individual and team performance. Because there are uncertainties as to the application of regulations under Section 162(m), as with most tax matters, LW LV SRVVLEOH WKDW WKH TXDOL¿FDWLRQ RI DZDUGV XQGHU RXU H[HFXWLYH FRPSHQVDWLRQ SURJUDP DV SHUIRUPDQFH-EDVHG FRPSHQVDWLRQ for purposes of Section 162(m), and any deductions we have claimed based thereon prior to our 2018 tax year, may be challenged or disallowed.

In December 2017, the Tax Cuts and Jobs Act (the “Tax Act”) eliminated the exemption from Section 162(m)’s deduction limit for ~~SHUIRUPDQFH-EDVHG FRPSHQVDWLRQ HIIHFWLYH IRU WD[DEOH \HDUV EHJLQQLQJ DIWHU 'HFHPEHU~~performance-based compensation, effective for taxable years beginning after December 31, 2017, ~~XQOHVV LW TXDOL¿HV IRU WUDQVLWLRQ~~unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. In addition, the Tax Act broadened the list of covered ~~HPSOR\HHV WR LQFOXGH WKH SULQFLSDO ¿QDQFLDO RI¿FHU. $V D UHVXOW RI WKH 7D[ $FW EHJLQQLQJ ZLWK RXU~~employees to include the principal financial officer. As a result of the Tax Act, beginning with our 2018 ~~WD[ \HDU FRPSHQVDWLRQ SDLG WR RXU QDPHG H[HFXWLYH RI¿FHUV LQFOXGLQJ SHUIRUPDQFH-EDVHG FRPSHQVDWLRQ LQ H[FHVV RI~~tax year, compensation paid to our named executive officers, including performance-based compensation, in excess of $1 ~~PLOOLRQ JHQHUDOO\ ZLOO QRW EH WD[-GHGXFWLEOH ZLWK WKH H[FHSWLRQ RI FHUWDLQ FRPSHQVDWLRQ SD\DEOH XQGHU DUUDQJHPHQWV LQ SODFH DV RI 1RYHPEHU~~million generally will not be tax- deductible, with the exception of certain compensation payable under arrangements in place as of November 2, 2017. 33 Because there are uncertainties as to the application of regulations under Section 162(m), as with most tax matters, it is possible that deductions we may claim for compensation payable under arrangements in place as of November 2, 2017, as well as deductions for performance-based compensation we have claimed prior to our 2018 tax year, may be challenged or disallowed.

TEXTRON ~~2018~~2020 PROXY STATEMENT37

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth information concerning compensation of our principal executive officer, principal financial officer and each other individual who was serving as an executive officer at the end of Textron’s 2019 fiscal year (each, an “NEO” and collectively, the “NEOs”).

EXECUTIVE COMPENSATION 7KH IROORZLQJ 6XPPDU\ &RPSHQVDWLRQ 7DEOH VHWV IRUWK LQIRUPDWLRQ FRQFHUQLQJ FRPSHQVDWLRQ RI RXU SULQFLSDO H[HFXWLYH RI¿FHU, SULQFLSDO ¿QDQFLDO RI¿FHU, HDFK RWKHU LQGLYLGXDO ZKR ZDV VHUYLQJ DV DQ H[HFXWLYH RI¿FHU DW WKH HQG RI 7H[WURQ¶V 2017 ¿VFDO \HDU DQG RQH IRUPHU H[HFXWLYH RI¿FHU (HDFK, DQ ³1(2´ DQG FROOHFWLYHO\, WKH ³1(2V´). SUMMARY COMPENSATION TABLE Frank T. Connor Executive Vice President and &KLHI )LQDQFLDO 2I¿FHU 2017 2016 2015 990,385 940,385 925,000 1,907,576 1,744,836 1,855,658 863,756 709,857 795,571 1,020,000 809,000 890,000 596,815 456,185 194,912 88,292 68,296 51,550 5,466,824 4,728,559 4,712,691 Julie G. Duffy Executive Vice President, Human Resources 2017 403,216 191,741 86,388 342,000 347,325 25,561 1,396,231 (1) %DVH VDODU\ LQFUHDVHV, LI DQ\, DUH LPSOHPHQWHG LQ WKH ¿UVW SD\ SHULRG LQ 0DUFK RI HDFK \HDU; WKHUHIRUH, DPRXQWV VKRZQ LQ WKLV FROXPQ PD\ QRW H[DFWO\ PDWFK the base salaries disclosed in the CD&A. (2) 7 KH QXPEHUV VKRZQ LQ WKLV FROXPQ UHSUHVHQW WKH JUDQW GDWH IDLU YDOXHV RI HTXLW\ DZDUGV JUDQWHG GXULQJ WKH ¿VFDO \HDU, ZKHWKHU VHWWOHG LQ VWRFN RU FDVK. 7KH amounts for 2017 include PSUs (granted in 2015, 2016 and 2017 for all NEOs) and RSUs (granted in 2017), which are described in the CD&A. The grant date fair values have been determined based on the closing share price on the date of grant. For PSUs, since performance criteria are established on an annual EDVLV, WKH DPRXQWV VKRZQ DUH IRU WKH ¿UVW \HDU RI WKH WKUHH-\HDU SHUIRUPDQFH F\FOH EHJLQQLQJ LQ 2017, SOXV WKH VHFRQG \HDU RI WKH WKUHH-\HDU SHUIRUPDQFH F\FOH EHJLQQLQJ LQ 2016, SOXV WKH WKLUG \HDU RI WKH WKUHH-\HDU SHUIRUPDQFH F\FOH EHJLQQLQJ LQ 2015. 7KH JUDQW GDWH IDLU YDOXH RI HDFK HTXLW\-EDVHG FRPSRQHQW IRU 2017 is detailed below. Mr. Donnelly Mr. Connor Mr. Lupone Ms. Duffy Ms. Johnson Performance Share Units Restricted Stock Units $3,661,541 2,992,153 $1,054,850 852,726 $478,565 382,212 $106,463 85,278 $262,959 213,144 Total $6,653,694 $1,907,576 $860,777 $191,741 $476,103 The PSU values above represent target performance. Assuming maximum performance is achieved, then the grant date fair value of the PSUs would be: Mr. Donnelly $5,492,312, Mr. Connor $1,582,274, Mr. Lupone $717,847, Ms. Duffy $159,694 and Ms. Johnson $394,439.


Name and Principal Position	Year	Salary ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)

Scott C. Donnelly	2019	1,236,000	8,247,424	3,544,166	1,737,000	4,056,094	100,914	18,921,598
Chairman, President and	2018	1,229,077	6,900,386	3,068,171	2,223,000	412,297	115,986	13,948,917
Chief Executive Officer	2017	1,191,154	6,653,694	3,030,742	2,160,000	1,676,783	112,957	14,825,330
Frank T. Connor	2019	1,000,000	2,411,829	1,045,038	937,000	1,208,027	81,711	6,683,605
Executive Vice President and	2018	1,000,000	1,991,619	889,314	1,019,000	230,970	82,531	5,213,434
Chief Financial Officer	2017	990,385	1,907,576	863,756	1,020,000	596,815	88,292	5,466,824
E. Robert Lupone	2019	792,308	1,050,566	450,164	562,000	0	98,628	2,953,666
Executive Vice President,	2018	754,231	887,659	394,262	683,000	0	94,161	2,813,313
General Counsel and Secretary	2017	724,231	860,777	387,173	657,000	0	86,221	2,715,402
Julie G. Duffy	2019	540,385	621,510	309,491	387,000	929,448	32,619	2,820,453
Executive Vice President,	2018	495,192	394,161	222,317	360,000	149,519	30,260	1,651,449
Human Resources	2017	403,216	191,741	86,388	342,000	347,325	25,561	1,396,231

⁽¹⁾

Base salary increases, if any, are implemented in the first pay period in March of each year; therefore, amounts shown in this column may not exactly match the base salaries disclosed in the CD&A.

⁽²⁾

The numbers shown in this column represent the grant date fair values of equity awards granted during the fiscal year, whether settled in stock or cash. The amounts for 2019 include PSUs (granted in 2017, 2018 and 2019 for all NEOs) and RSUs (granted in 2019), which are described in the CD&A. The grant date fair values have been determined based on the closing share price on the date of grant. For PSUs, because performance criteria are established on an annual basis, the amounts shown are for the first year of the three-year performance cycle beginning in 2019, plus the second year of the three-year performance cycle beginning in 2018, plus the third year of the three-year performance cycle beginning in 2017. The grant date fair value of each equity-based award for 2019 is detailed below.

Award	Mr. Donnelly	Mr. Connor	Mr. Lupone	Ms. Duffy

Performance Share Units	$4,410,762	$1,280,556	$ 563,254	$286,493
Restricted Stock Units	3,836,662	1,131,273	487,312	335,017
Total	$8,247,424	$2,411,829	$1,050,566	$621,510

	The PSU values above represent target performance. Assuming maximum performance is achieved, then the grant date fair value of the PSUs would be: Mr. Donnelly $6,616,143, Mr. Connor $1,920,834, Mr. Lupone $844,882 and Ms. Duffy $429,739.
⁽³⁾	The amounts that appear in this column represent the grant date fair value of stock options granted during the fiscal year. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 15 Share-Based Compensation in Textron’s Annual Report on Form 10-K for the fiscal year ended January 4, 2020. The number of shares underlying the stock options granted to each NEO during 2019 is detailed in the Grants of Plan- Based Awards in Fiscal 2019 table on page 40.
⁽⁴⁾	The amounts in this column reflect annual incentive compensation earned under Textron’s annual incentive compensation program.
⁽⁵⁾	The amounts in this column are attributable to the change in actuarial present value from December 29, 2018 to January 4, 2020 of accumulated pension benefits under all defined benefit plans in which the NEOs participate. For Ms. Duffy, this column also includes $222 in above-market non-qualified deferred compensation earnings that were posted to her interest-bearing account under the Deferred Income Plan for Textron Executives. Earnings are considered “above-market” if they were higher than 120% of the long-term applicable federal rate with compounding.

38 TEXTRON ~~2018~~2020 PROXY STATEMENT

⁽⁶⁾	The amounts in this column include the value of other benefits and the incremental cost to Textron in 2019 of providing various perquisites in 2019, as detailed below:

Benefit Type	Mr. Donnelly	Mr. Connor	Mr. Lupone	Ms. Duffy

Spillover Savings Plan Contribution^(a)	$ 47,800	$36,000	$73,428	$13,019
Contributions to Textron Savings Plan	14,000	14,000	25,200	14,000
Contributions to Retirement Plans	5,600	5,600	0	5,600
Perquisites^(b)	33,514	26,111	0	0
Total	$100,914	$81,711	$98,628	$32,619

(a)

These amounts represent the value of cash-settled Textron stock units credited to the NEO’s Spillover Savings Plan(“SSP”) account during the year. For Mr. Lupone, who is not eligible for a defined benefit pension plan, the Company credits an interest-bearing Moody’s account within the SSP with an amount equal to 4% of eligible compensation, reduced by the contribution that was made by the Company under the Textron Savings Plan.

(b)

This amount includes the following: (i) $3,000 for parking for each of Mr. Donnelly and Mr. Connor, (ii) $5,067 for an annual physical exam for Mr. Donnelly, (iii) $20,303 for Mr. Donnelly’s usage of corporate aircraft to attend meetings of an outside board of directors on which he serves at the request of the Company’s board and $5,144 for Mr. Donnelly to fly on a corporate aircraft from a personal location to attend a business meeting, both of which are deemed to be personal travel under SEC rules, (iv) $12,311 for the incremental cost to the Company of corporate aircraft dropping off or picking up Mr. Connor at an alternative airport for his personal convenience and (v) $10,800 for Mr. Connor, representing the Company paid portion of the costs for hangar space utilized by his personal aircraft. In addition, family members and invited guests of Mr. Donnelly occasionally fly as additional passengers on business flights. In those cases, the aggregate incremental cost to the Company is a de minimis amount and, as a result, no amount is reflected in the Summary Compensation Table. Textron values the personal use of corporate aircraft by using an incremental cost method that multiplies the hours flown on a personal flight by an hourly direct operating cost rate for the aircraft flown. The rate per flight hour is derived from the aircraft’s variable operating costs which include landing fees, fuel, hangar fees, maintenance, catering, security fees, crew expenses, de-icing costs and other direct operating expenses. The incremental cost of locating aircraft to the origin of a trip or returning aircraft from the completion of a trip are also included in the amount reported.

TEXTRON 2020 PROXY STATEMENT 34 Cheryl H. Johnson (7)2017261,923476,103215,9290334,58017,9481,306,483 Executive Vice President,2016445,192423,083176,963271,000422,73127,5601,766,529 Human Resources2015426,923432,877197,725297,000191,58026,6461,572,751 E. Robert Lupone2017724,231860,777387,173657,000086,2212,715,402 Executive Vice President,2016695,192798,448321,170526,000086,1272,426,937 General Counsel and Secretary 2015696,154865,509366,379589,000086,1342,603,176 Change in Pension Value and 1RQTXDOLÀHG Non-EquityDeferred StockOptionIncentive Plan CompensationAll Other SalaryAwardsAwards CompensationEarningsCompensation Name and Principal PositionYear($)(1)($)(2)($)(3)($)(4)($)(5)($)(6)Total ($) Scott C. Donnelly2017 1,191,154 6,653,6943,030,7422,160,0001,676,783112,95714,825,330 Chairman, President and2016 1,146,500 6,056,2072,464,5111,619,0001,302,71783,23612,672,171 &KLHI ([HFXWLYH 2I¿FHU 2015 1,151,154 6,376,555 2,729,480 1,817,000 237,150 80,689 12,392,02839

(3) 7KH DPRXQWV WKDW DSSHDU LQ WKLV FROXPQ UHSUHVHQW WKH JUDQW GDWH IDLU YDOXH RI VWRFN RSWLRQV JUDQWHG GXULQJ WKH ¿VFDO \HDU. 7KH JUDQW GDWH IDLU YDOXHV KDYH EHHQ GHWHUPLQHG EDVHG RQ WKH DVVXPSWLRQV DQG PHWKRGRORJLHV VHW IRUWK LQ 1RWH 10 6KDUH-%DVHG &RPSHQVDWLRQ LQ 7H[WURQ¶V $QQXDO 5HSRUW RQ )RUP 10-. IRU WKH ¿VFDO \HDU HQGHG 'HFHPEHU 30, 2017. 7KH QXPEHU RI VKDUHV XQGHUO\LQJ WKH VWRFN RSWLRQV JUDQWHG WR HDFK 1(2 GXULQJ 2017 LV GHWDLOHG LQ WKH *UDQWV RI 3ODQ-%DVHG $ZDUGV LQ )LVFDO 2017 WDEOH RQ SDJH 36. (4) 7KH DPRXQWV LQ WKLV FROXPQ UHÀHFW DQQXDO LQFHQWLYH FRPSHQVDWLRQ HDUQHG XQGHU 7H[WURQ¶V DQQXDO LQFHQWLYH FRPSHQVDWLRQ SURJUDP. (5) The amounts in this column are attributable to the change in actuarial present value from January 1, 2017 to December 30, 2017 of accumulated pension EHQH¿WV XQGHU DOO GH¿QHG EHQH¿W SODQV LQ ZKLFK WKH 1(2V SDUWLFLSDWH. )RU 0V. 'XII\ DQG 0V. -RKQVRQ, WKLV FROXPQ DOVR LQFOXGHV $608 DQG $596, UHVSHFWLYHO\, LQ DERYH-PDUNHW QRQ-TXDOL¿HG GHIHUUHG FRPSHQVDWLRQ HDUQLQJV WKDW ZHUH SRVWHG WR WKHLU LQWHUHVW-EHDULQJ DFFRXQWV XQGHU WKH 'HIHUUHG ,QFRPH 3ODQ IRU 7H[WURQ ([HFXWLYHV (³',3´). (DUQLQJV DUH FRQVLGHUHG ³DERYH-PDUNHW´ LI WKH\ ZHUH KLJKHU WKDQ 120% RI WKH ORQJ-WHUP DSSOLFDEOH IHGHUDO UDWH ZLWK FRPSRXQGLQJ. (6) 7KH DPRXQWV LQ WKLV FROXPQ LQFOXGH WKH YDOXH RI RWKHU EHQH¿WV DQG WKH LQFUHPHQWDO FRVW WR 7H[WURQ LQ 2017 RI SURYLGLQJ YDULRXV SHUTXLVLWHV LQ 2017, as detailed below: Mr. Donnelly Mr. Connor Mr. Lupone Ms. Duffy Ms. Johnson Spillover Savings Plan Contribution (a) Contributions to Textron Savings Plan Contributions to Retirement Plans Perquisites (b) $ 46,058 13,500 5,400 47,999 $36,019 13,500 5,400 33,373 $61,921 24,300 0 0 $ 6,661 13,500 5,400 0 $ 0 12,548 5,400 0 Total $112,957 $88,292 $86,221 $25,561 $17,948 (D) 7KHVH DPRXQWV UHSUHVHQW WKH YDOXH RI FDVK-VHWWOHG 7H[WURQ VWRFN XQLWV FUHGLWHG WR WKH 1(2¶V 6SLOORYHU 6DYLQJV 3ODQ DFFRXQW GXULQJ WKH \HDU. )RU 0U. /XSRQH, ZKR LV QRW HOLJLEOH IRU D GH¿QHG EHQH¿W SHQVLRQ SODQ, WKH &RPSDQ\ FUHGLWV DQ LQWHUHVW-EHDULQJ 0RRG\¶V DFFRXQW ZLWKLQ WKH 663 ZLWK DQ DPRXQW HTXDO WR 4% of eligible compensation, reduced by the contribution that was made by the Company under the Textron Savings Plan. (b) This amount includes the following: (i) $3,000 for parking for each of Mr. Donnelly and Mr. Connor, (ii) $4,563 for an annual physical exam for Mr. Donnelly, (iii) $17,856 for Mr. Donnelly’s usage of corporate aircraft for personal travel and to attend meetings of an outside board of directors on which he serves at the request of the Company’s board, which is deemed to be personal travel under SEC rules, (iv) $21,944 for the incremental cost to the Company of corporate aircraft dropping off or picking up Mr. Connor at an alternative airport for his personal convenience and (v) $22,580 and $8,429 for Mr. Donnelly and Mr. Connor, respectively, representing the Company paid portion of the costs for hangar space utilized by the executives’ personal aircraft. In addition, IDPLO\ PHPEHUV DQG LQYLWHG JXHVWV RI 0U. 'RQQHOO\ RFFDVLRQDOO\ À\ DV DGGLWLRQDO SDVVHQJHUV RQ EXVLQHVV ÀLJKWV. ,Q WKRVH FDVHV, WKH DJJUHJDWH LQFUHPHQWDO FRVW WR WKH &RPSDQ\ LV D GH PLQLPLV DPRXQW DQG, DV D UHVXOW, QR DPRXQW LV UHÀHFWHG LQ WKH 6XPPDU\ &RPSHQVDWLRQ 7DEOH. 7H[WURQ YDOXHV WKH SHUVRQDO XVH RI FRUSRUDWH DLUFUDIW E\ XVLQJ DQ LQFUHPHQWDO FRVW PHWKRG WKDW PXOWLSOLHV WKH KRXUV ÀRZQ RQ D SHUVRQDO ÀLJKW E\ DQ KRXUO\ GLUHFW RSHUDWLQJ FRVW UDWH IRU WKH DLUFUDIW ÀRZQ. 7KH UDWH SHU ÀLJKW KRXU LV GHULYHG IURP WKH DLUFUDIW¶V YDULDEOH RSHUDWLQJ FRVWV ZKLFK LQFOXGH ODQGLQJ IHHV, IXHO, KDQJDU IHHV, PDLQWHQDQFH, FDWHULQJ, VHFXULW\ IHHV, FUHZ H[SHQVHV, GH-LFLQJ FRVWV DQG RWKHU GLUHFW RSHUDWLQJ H[SHQVHV. 7KH LQFUHPHQWDO FRVW RI ORFDWLQJ DLUFUDIW WR WKH RULJLQ RI D WULS, RU returning aircraft from the completion of a trip are also included in the amount reported. (7) Ms. Johnson voluntarily terminated her employment with Textron on July 17, 2017. 35 TEXTRON 2018 PROXY STATEMENT

GRANTS OF PLAN-BASED AWARDS IN FISCAL ~~2017 7KH IROORZLQJ WDEOH VHWV IRUWK LQIRUPDWLRQ RQ SODQ-EDVHG FRPSHQVDWLRQ DZDUGV JUDQWHG WR WKH 1(2V GXULQJ 7H[WURQ¶V 2017 ¿VFDO~~2019

The following table sets forth information on plan-based compensation awards granted to the NEOs during Textron’s 2019 fiscal year. Annual equity awards were approved on January ~~27, 2017~~25, 2019 for grant on March 1, 2017. Frank T. Connor Annual IC PSUs RSUs Stock Options PSUs (7) 850,000 1,700,000 3/1/2017 3/1/2017 3/1/2017 3/1/2017 1,297,767 1,946,651 379,003 852,726 863,756 675,847 17,199 62,591 49.58 Julie G. Duffy Annual IC PSUs (8) RSUs Stock Options PSUs (7)(8) 285,000 570,000 3/1/2017 3/1/2017 3/1/2017 3/1/2017 129,761 194,641 37,896 85,278 86,388 68,567 1,720 6,260 49.58 (1) 7KHVH DPRXQWV UHIHU WR DZDUGV RI DQQXDO LQFHQWLYH FRPSHQVDWLRQ PDGH XQGHU RXU 6KRUW-7HUP ,QFHQWLYH 3ODQ. 7KH SHUIRUPDQFH PHWULFV DQG PHWKRGRORJ\ IRU calculating payments are described in the CD&A. (2) 7KHVH DPRXQWV UHIHU WR 368 JUDQWV PDGH XQGHU WKH 7H[WURQ ,QF. 2015 /RQJ-7HUP ,QFHQWLYH 3ODQ ZKLFK DUH SHUIRUPDQFH-EDVHG ORQJ-WHUP JUDQWV RI VKDUH XQLWV SDLG LQ FDVK GHVLJQHG WR UHZDUG WKH DFKLHYHPHQW RI VSHFL¿HG JRDOV RYHU WKUHH GLVWLQFW ¿VFDO-\HDU SHUIRUPDQFH SHULRGV. 7KH SHUIRUPDQFH PHWULFV DQG PHWKRGRORJ\ IRU FDOFXODWLQJ SD\PHQWV DUH GHVFULEHG LQ WKH &'&$. *UDQWV RI 368V LQ 2017 YHVW DW WKH HQG RI ¿VFDO 2019. ~~7KH ³WDUJHW´ DPRXQW WR EH SDLG LQ~~


								All Other Stock Awards: Number of Shares of Stock or Stock Units (#)⁽³⁾	All Other Option Awards: Number of Securities Underlying Options (#)⁽⁴⁾	Exercise or Base Price of Option Awards ($/sh)⁽⁵⁾	Grant Date Fair Value of Stock and Option Awards⁽⁶⁾
			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾
Name	Grant Date	Grant Type	Target ($)	Maximum ($)	Target ($)		Maximum ($)

Scott C. Donnelly		Annual IC	1,854,000	3,708,000
	3/1/2019	PSUs			4,204,844		6,307,266				1,705,183
	3/1/2019	RSUs						70,488			3,836,662
	3/1/2019	Stock Options							242,419	54.43	3,544,166
	3/1/2019	PSUs⁽⁷⁾									2,705,579
Frank T. Connor		Annual IC	1,000,000	2,000,000
	3/1/2019	PSUs			1,239,835		1,859,752				502,788
	3/1/2019	RSUs						20,784			1,131,273
	3/1/2019	Stock Options							71,480	54.43	1,045,038
	3/1/2019	PSUs⁽⁷⁾									777,768
E. Robert Lupone		Annual IC	600,000	1,200,000
	3/1/2019	PSUs			534,088		801,132				216,588
	3/1/2019	RSUs						8,953			487,312
	3/1/2019	Stock Options							30,791	54.43	450,164
	3/1/2019	PSUs⁽⁷⁾									346,666
Julie G. Duffy		Annual IC	412,500	825,000
	3/1/2019	PSUs			367,190		550,785				148,906
	3/1/2019	RSUs						6,155			335,017
	3/1/2019	Stock Options							21,169	54.43	309,491
	3/1/2019	PSUs⁽⁷⁾									137,587

⁽¹⁾	These amounts refer to awards of annual incentive compensation made under our Short-Term Incentive Plan. The performance metrics and methodology for calculating payments are described in the CD&A.
⁽²⁾	These amounts refer to PSU grants made under the Textron Inc. 2015 Long-Term Incentive Plan, which are performance-based long-term grants of share units paid in cash, designed to reward the achievement of specified goals over three distinct fiscal-year performance periods. The performance metrics and methodology for calculating payments are described in the CD&A. Grants of PSUs in 2019 vest at the end of fiscal 2021. The “target” amount to be paid in 2022 assumes 100% earned and is based on the 2019 fiscal year-end share price of $44.74. The “maximum” that can be paid per the plan design is 150% of the PSUs granted, as described in the CD&A. Both target and maximum amounts assume median TSR performance for the three-year performance period.
⁽³⁾	These amounts represent the number of RSUs granted in 2019 pursuant to the Textron Inc. 2015 Long-Term Incentive Plan. RSUs earn dividend equivalents until vested and vest over five years, in three equal annual installments, beginning on the third anniversary of the grant date.
⁽⁴⁾	These amounts represent the number of stock options granted in 2019 pursuant to the Textron Inc. 2015 Long-Term Incentive Plan. All annual grants of stock options vest ratably over three years, beginning on March 1, 2020, and annually thereafter.
⁽⁵⁾	Reflects the exercise price for the stock options granted on March 1, 2019 which is equal to the closing price on the grant date.
⁽⁶⁾	Represents the grant date fair value of each equity award listed in the table as determined in accordance with generally accepted accounting principles. With respect to PSUs granted in 2019, the amounts in this column represent the value of only the 2019 portion of the 2019-2021 grant because the grant is subject to three single-year performance periods (2019, 2020 and 2021).
⁽⁷⁾	Represents grant date fair value of the 2019 portion of the 2017–2019 and 2018–2020 PSU awards.

40 TEXTRON 2020 DVVXPHV 100% HDUQHG DQG LV EDVHG RQ WKH 2017 ¿VFDO \HDU-HQG VKDUH SULFH RI $56.59. 7KH ³PD[LPXP´ WKDW FDQ EH SDLG SHU WKH SODQ GHVLJQ LV 150% RI WKH 368V JUDQWHG DV GHVFULEHG LQ WKH &'&$. %RWK WDUJHW DQG PD[LPXP DPRXQWV DVVXPH PHGLDQ 765 SHUIRUPDQFH IRU WKH WKUHH-\HDU SHUIRUPDQFH SHULRG. (3) 7KHVH DPRXQWV UHSUHVHQW WKH QXPEHU RI 568V JUDQWHG LQ 2017 SXUVXDQW WR WKH 7H[WURQ ,QF. 2015 /RQJ-7HUP ,QFHQWLYH 3ODQ. 568V HDUQ GLYLGHQG HTXLYDOHQWV until vested and vest ratably over three years, beginning on March 1, 2020, three years after the grant date, and annually thereafter. (4) 7KHVH DPRXQWV UHSUHVHQW WKH QXPEHU RI VWRFN RSWLRQV JUDQWHG LQ 2017 SXUVXDQW WR WKH 7H[WURQ ,QF. 2015 /RQJ-7HUP ,QFHQWLYH 3ODQ. $OO DQQXDO JUDQWV RI VWRFN options vest ratably over three years, beginning on March 1, 2018, and annually thereafter. (5) 5HÀHFWV WKH H[HUFLVH SULFH IRU WKH VWRFN RSWLRQV JUDQWHG RQ 0DUFK 1 2017 ZKLFK LV HTXDO WR WKH FORVLQJ SULFH RQ WKH JUDQW GDWH. (6) Represents the grant date fair value of each equity award listed in the table as determined in accordance with generally accepted accounting principles. With UHVSHFW WR 368V JUDQWHG LQ 2017 WKH DPRXQWV LQ WKLV FROXPQ UHSUHVHQW WKH YDOXH RI RQO\ WKH 2017 SRUWLRQ RI WKH 2017-2019 JUDQW VLQFH WKH JUDQW LV VXEMHFW WR WKUHH VLQJOH-\HDU SHUIRUPDQFH SHULRGV (2017 2018 DQG 2019). (7) 5HSUHVHQWV JUDQW GDWH IDLU YDOXH RI WKH 2017 SRUWLRQ RI WKH 2015-2017 DQG 2016-2018 368 DZDUGV. (8) 0V. 'XII\¶V 368V DUH QRW VXEMHFW WR WKH 765 PRGL¿HU DV GHVFULEHG LQ WKH &'&$. 36 TEXTRON 2018 PROXY STATEMENT Cheryl H. JohnsonAnnual IC 3/1/2017PSUs324,419486,62994,744 3/1/2017RSUs4,299213,144 3/1/2017 Stock Options15,64749.58215,929 3/1/2017PSUs (7)168,215 E. Robert LuponeAnnual IC547,500 1,095,000 3/1/2017PSUs581,700872,550169,881 3/1/2017RSUs7,709382,212 3/1/2017 Stock Options28,05649.58387,173 3/1/2017PSUs (7)308,684 All Other StockAll OtherGrant Estimated PossibleEstimated Future Awards:OptionExercise Date Fair Payouts UnderPayouts UnderNumberAwards:or BaseValue Non-Equity IncentiveEquity Incentive of Shares Number ofPriceof Stock Plan Awards (1)Plan Awards (2)of StockSecuritiesof Optionand or Stock Underlying AwardsOption GrantGrantTargetMaximumTargetMaximum Units (#)Options (#)($/sh)Awards NameDateType($)($)($)($)(3)(4)(5)(6) Scott C. DonnellyAnnual IC1,800,000 3,600,000 3/1/2017PSUs4,553,594 6,830,3901,329,841 3/1/2017RSUs60,3502,992,153 3/1/2017 Stock Options219,61949.583,030,742 3/1/2017PSUs (7)2,331,700

OUTSTANDING EQUITY AWARDS AT ~~2017~~2019 FISCAL YEAR-END

The following table sets forth information with respect to the NEOs concerning unexercised options, stock awards that have not \HW YHVWHG DQG HTXLW\ LQFHQWLYH SODQ DZDUGV DV RI WKH HQG RI RXU 2017 ¿VFDO \HDU Option Awards Stock Awards Frank T. Connor 3/1/2017 3/1/2016 3/1/2015 3/1/2014 3/1/2013 3/1/2012 3/1/2011 3/1/2010 8/5/2009 0 22,906 37,804 63,361 72,000 91,607 69,566 83,933 80,000 62,591 45,812 18,901 0 0 0 0 0 0 49.58 34.50 44.31 39.70 28.47 27.76 26.25 20.21 14.34 3/1/2027 3/1/2026 3/1/2025 3/1/2024 3/1/2023 3/1/2022 3/1/2021 3/1/2020 8/5/2019 PSU RSU PSU RSU RSU RSU RSU 2017 2017 2016 2016 2015 2014 2013 28,666 1,297,767 17,199 973,291 34,420 1,558,262 20,652 18,238 13,469 8,742 1,168,697 1,032,088 762,211 494,710 Julie G. Duffy 3/1/2017 3/1/2016 3/1/2015 3/1/2014 0 2,337 3,818 6,562 6,260 4,672 1,909 0 49.58 34.50 44.31 39.70 3/1/2027 3/1/2026 3/1/2025 3/1/2024 PSU RSU PSU RSU RSU RSU RSU 2017 2017 2016 2016 2015 2014 2013 2,293 129,761 1,720 97,335 2,808 158,905 2,106 1,842 1,395 928 119,179 104,239 78,943 52,516 (1) Stock optionyet vested, and equity incentive plan awards ~~associated with each annual grant vest ratably over three years on each anniversary~~as of the ~~grant date. (2) The exercise price of stock options is equal to the closing price~~end of our ~~common stock on the date of grant. 37~~ 2019 fiscal year.


Outstanding Equity Awards at 2019 Fiscal Year-End
	Option Awards					Stock Awards
Name	Grant Date⁽¹⁾	Number of Securities Underlying Unexercised Options(#) Exercisable	Number of Securities Underlying Unexercised Options(#) Unexercisable	Option Exercise Price ($)⁽²⁾	Option Expiration Date	Type of Stock Award⁽³⁾	Grant Year	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽⁴⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)⁽⁵⁾

Scott C. Donnelly	3/1/2019	0	242,419	54.43	3/1/2029	PSU	2019			117,480	4,204,844
	3/1/2018	64,607	129,213	58.24	3/1/2028	RSU	2019	70,488	3,153,633
	3/1/2017	146,413	73,206	49.58	3/1/2027	PSU	2018			88,582	3,170,527
	3/1/2016	238,578	0	34.50	3/1/2026	RSU	2018	53,149	2,377,886
	3/1/2015	194,546	0	44.31	3/1/2025	RSU	2017	60,350	2,700,059
	3/1/2014	222,319	0	39.70	3/1/2024	RSU	2016	47,800	2,138,572
	3/1/2013	243,157	0	28.47	3/1/2023	RSU	2015	20,858	933,187
	3/1/2012	300,000	0	27.76	3/1/2022
	3/1/2011	227,766	0	26.25	3/1/2021

Frank T. Connor	3/1/2019	0	71,480	54.43	3/1/2029	PSU	2019			34,640	1,239,835
	3/1/2018	18,727	37,452	58.24	3/1/2028	RSU	2019	20,784	929,876
	3/1/2017	41,728	20,863	49.58	3/1/2027	PSU	2018			25,676	918,995
	3/1/2016	68,718	0	34.50	3/1/2026	RSU	2018	15,405	689,220
	3/1/2015	56,705	0	44.31	3/1/2025	RSU	2017	17,199	769,483
	3/1/2014	63,361	0	39.70	3/1/2024	RSU	2016	13,768	615,980
	3/1/2013	72,000	0	28.47	3/1/2023	RSU	2015	6,079	271,974
	3/1/2012	91,607	0	27.76	3/1/2022
	3/1/2011	69,566	0	26.25	3/1/2021

E. Robert Lupone	3/1/2019	0	30,791	54.43	3/1/2029	PSU	2019			14,922	534,088
	3/1/2018	8,302	16,604	58.24	3/1/2028	RSU	2019	8,953	400,557
	3/1/2017	18,704	9,352	49.58	3/1/2027	PSU	2018			11,383	407,420
	3/1/2016	31,091	0	34.50	3/1/2026	RSU	2018	6,829	305,529
	3/1/2015	26,114	0	44.31	3/1/2025	RSU	2017	7,709	344,901
	3/1/2014	29,752	0	39.70	3/1/2024	RSU	2016	6,229	278,685
	3/1/2013	34,831	0	28.47	3/1/2023	RSU	2015	2,799	125,227

Julie G. Duffy	3/1/2019	0	21,169	54.43	3/1/2029	PSU	2019			10,259	367,190
	3/1/2018	4,682	9,362	58.24	3/1/2028	RSU	2019	6,155	275,375
	3/1/2017	4,174	2,086	49.58	3/1/2027	PSU	2018			6,419	229,749
	3/1/2016	7,009	0	34.50	3/1/2026	RSU	2018	3,851	172,294
	3/1/2015	5,727	0	44.31	3/1/2025	RSU	2017	1,720	76,953
						RSU	2016	1,404	62,815
						RSU	2015	614	27,470

⁽¹⁾	Stock option awards associated with each annual grant vest ratably over three years on each anniversary of the grant date.
⁽²⁾	The exercise price of stock options is equal to the closing price of our common stock on the date of grant.
⁽³⁾	The following types of stock awards are shown in this table:
	(a)	“PSU” refers to performance share units. These units reward achievement of long-term goals over a three-year performance period, vesting at the end of the third fiscal year. They are settled in cash and valued based on the average closing price of Textron common stock for the first ten trading days of the fiscal year following vesting. Further information about these awards can be found in the CD&A.
	(b)	“RSU” refers to restricted stock units. RSUs vest over five years, in three equal annual installments, beginning on the third anniversary of the grant date. Upon vesting, common stock will be issued to the executive. RSUs are granted with the right to receive dividend equivalents.
⁽⁴⁾	The market value of RSUs that have not vested as of January 4, 2020 was calculated using the fiscal year-end closing share price of $44.74 multiplied by the number of unvested units as of that date.
⁽⁵⁾	PSUs granted in 2018 and 2019 vest, to the extent earned, on January 2, 2021 and January 1, 2022, respectively. The market value of PSUs that have not vested as of year-end 2019 was calculated using the fiscal year-end closing share price of $44.74 multiplied by the number of unvested units assuming that 100% of the units are earned and assuming a median TSR performance modifier for the three-year performance period (representing the target performance level).

TEXTRON ~~2018~~2020 PROXY STATEMENT Cheryl H. Johnson (6) 3/1/2017015,64749.58 7/17/2021PSU20177,166324,419 3/1/20165,71111,42034.50 7/17/2021RSU20174,299243,280 3/1/20159,3964,69744.31 7/17/2021PSU20168,581388,479 3/1/201413,731039.70 7/17/2021RSU20165,148291,325 3/1/201314,210028.47 7/17/2020RSU20154,533256,522 3/1/20124,419027.76 7/17/2020RSU20142,919165,186 3/1/20111,628026.25 7/17/2020 E. Robert Lupone3/1/2017028,05649.583/1/2027PSU201712,849581,700 3/1/201610,36420,72734.503/1/2026RSU20177,709436,252 3/1/201517,4108,70444.313/1/2025PSU201615,573705,021 3/1/201429,752039.703/1/2024RSU20169,344528,777 3/1/201334,831028.473/1/2023RSU20158,399475,299 3/1/201245,000027.763/1/2022RSU20146,324357,875 RSU20134,229239,319 Number ofNumber of SecuritiesSecurities UnderlyingUnderlyingOption Grant Unexercised Unexercised Exercise Option Date Options (#)Options (#)Price Expiration Name(1)Exercisable Unexercisable ($)(2)Date Equity EquityIncentive IncentivePlan Plan Awards: Market Awards:Market or ValueNumber of Payout Number of of Shares Unearned Value of Shares oror Shares,Unearned Units ofUnits ofUnits, or Shares, Units, StockStockOtheror Other Type ofThat Have That Have Rights That Rights That StockNot NotHave NotHave Not AwardGrant VestedVested VestedVested (3)Year(#)($)(4)(#)($)(5) Scott C. Donnelly3/1/20170219,61949.583/1/2027PSU2017100,5834,553,594 3/1/201679,526159,05234.503/1/2026RSU201760,3503,415,207 3/1/2015 129,69864,84844.313/1/2025PSU2016119,5015,410,049 3/1/2014 222,319039.703/1/2024RSU201671,7004,057,503 3/1/2013 243,157028.473/1/2023RSU201562,5743,541,063 3/1/2012 300,000027.763/1/2022RSU201447,2612,674,500 3/1/2011 227,766026.253/1/2021RSU201329,5241,670,763 3/1/2010 235,602020.213/1/2020 2/27/200983,04705.65 2/27/2019 7/3/2008 200,000047.847/3/2018 Outstanding Equity Awards at 2017 Fiscal Year-End41

(3) The following types of stock awards are shown in this table: (a) “PSU” UHIHUV WR SHUIRUPDQFH VKDUH XQLWV. 7KHVH XQLWV UHZDUG DFKLHYHPHQW RI ORQJ-WHUP JRDOV RYHU D WKUHH-\HDU SHUIRUPDQFH SHULRG, YHVWLQJ DW WKH HQG RI WKH WKLUG ¿VFDO \HDU. 7KH\ DUH VHWWOHG LQ FDVK DQG YDOXHG EDVHG RQ WKH DYHUDJH FORVLQJ SULFH RI 7H[WURQ FRPPRQ VWRFN IRU WKH ¿UVW WHQ WUDGLQJ GD\V RI WKH ¿VFDO \HDU IROORZLQJ YHVWLQJ. )XUWKHU LQIRUPDWLRQ DERXW WKHVH DZDUGV FDQ EH IRXQG LQ WKH &'&$. (b) “RSU” refers to restricted stock units. RSUs vest ratably over three years beginning on the third anniversary of the grant date. Upon vesting, common stock will be issued to the executive. RSUs are granted with the right to receive dividend equivalents. (4) 7KH PDUNHW YDOXH RI 568V WKDW KDYH QRW YHVWHG DV RI 'HFHPEHU 30, 2017 ZDV FDOFXODWHG XVLQJ WKH ¿VFDO \HDU-HQG FORVLQJ VKDUH SULFH RI $56.59 PXOWLSOLHG E\ the number of unvested units as of that date. (5) PSUs granted in 2016 and 2017 vest, to the extent earned, on December 29, 2018 and December 28, 2019, respectively. The market value of PSUs that have QRW YHVWHG DV RI \HDU-HQG 2017 ZDV FDOFXODWHG XVLQJ WKH ¿VFDO \HDU-HQG FORVLQJ VKDUH SULFH RI $56.59 PXOWLSOLHG E\ WKH QXPEHU RI XQYHVWHG XQLWV DVVXPLQJ WKDW 100% RI WKH XQLWV DUH HDUQHG DQG DVVXPLQJ D PHGLDQ 765 SHUIRUPDQFH PRGL¿HU IRU WKH WKUHH-\HDU SHUIRUPDQFH SHULRG (UHSUHVHQWLQJ WKH WDUJHW SHUIRUPDQFH OHYHO), H[FHSW ZLWK UHVSHFW WR 0V. 'XII\¶V 368V ZKLFK DUH QRW VXEMHFW WR WKH 765 PRGL¿HU. (6) Because Ms. Johnson was eligible for retirement when she voluntarily terminated her employment with the Company, her unvested stock options will continue to vest per their respective vesting schedules for 48 months after termination, and vested stock options will remain exercisable until the earlier of the remaining term of the options or 48 months after termination. Her PSUs and RSUs also will continue to vest according to their vesting schedules. OPTION EXERCISES AND STOCK VESTED IN FISCAL ~~2017~~ 2019

The following table provides information concerning option exercises and the vesting of stock, including PSUs and RSUs, during 7H[WURQ¶V 2017 ¿VFDO \HDU IRU HDFK 1(2. Option Awards Stock Awards Frank T. Connor 0 0 PSU RSU 21,427 26,132 1,251,765 1,295,625 2,547,390 Total Julie G. Duffy 0 0 PSU RSU 2,623 2,799 153,236 138,774 292,010 Total (1) “PSU” and “RSU” are described in more detail in footnote 3 to the previous table. (2) Valuation methodologyTextron’s 2019 fiscal year for ~~the PSUs is described in footnote 5 to the previous table, using actual performance results. (3) 1,524 RSUs held by Ms. Johnson vested upon the termination of her employment with Textron. 38~~each NEO.


Option Exercises and Stock Vested in Fiscal 2019
	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Type of Equity Award⁽¹⁾	Number of Shares or Units Acquired on Vesting (#)	Value Realized on Vesting ($)⁽²⁾

Scott C. Donnelly	235,602	8,207,633		PSU	63,850		2,879,635
				RSU	68,388		3,722,359
							6,601,994

Frank T. Connor	83,933	2,932,562		PSU	18,197		820,685
				RSU	19,697		1,072,108
							1,892,793

E. Robert Lupone	0	0		PSU	8,157		367,881
				RSU	9,077		494,061
							861,942

Julie G. Duffy	0	0		PSU	2,426		109,413
				RSU	2,013		109,568
							218,981

⁽¹⁾	“PSU” and “RSU” are described in more detail in footnote 3 to the previous table.
⁽²⁾	Valuation methodology for the PSUs is described in footnote 5 to the previous table, using actual performance results.

42 TEXTRON ~~2018~~2020 PROXY STATEMENT Cheryl H. Johnson00PSU5,325311,087 RSU10,450 (3)519,763 Total830,850 E. Robert Lupone00PSU9,868576,489 RSU22,3691,084,795 Total1,661,284 Number ofValue SharesRealized on Acquired onExercise NameExercise (#)($) Number of Type ofShares or UnitsValue Equity AcquiredRealized on Awardon Vesting Vesting (1)(#)($)(2) Scott C. Donnelly17,699753,800PSU73,5124,294,571 RSU88,0484,365,420 Total8,659,991 Option Exercises and Stock Vested in Fiscal 2017

PENSION BENEFITS IN FISCAL 2017 7KH WDEOH EHORZ VHWV IRUWK LQIRUPDWLRQ RQ WKH SHQVLRQ EHQH¿WV IRU WKH 1(2V XQGHU HDFK RI WKH &RPSDQ\¶V SHQVLRQ SODQV: 3HQVLRQ %HQHÀWV 8.42 8.42 3.00 (2) 0 0 0 0 Frank T. Connor TRP Spillover Add’l Credited Service 319,903 1,620,810 691,739 2,632,452 Total Julie G. Duffy TRP Spillover TSPPSO 20.50 20.50 20.50 660,174 628,934 202,300 0 0 0 1,491,408 Total (1) 7KH SUHVHQW YDOXH RI WKH DFFXPXODWHG EHQH¿W KDV EHHQ FDOFXODWHG FRQVLVWHQW ZLWK WKH DVVXPSWLRQV VHW IRUWK LQ 1RWH 11 5HWLUHPHQW 3ODQV LQ 7H[WURQ¶V $QQXDO 5HSRUW RQ )RUP 10-. IRU WKH ¿VFDO \HDU HQGHG 'HFHPEHU 30 2017 (2) Years2019

The table below sets forth information on the pension benefits for the NEOs under each of ~~extra service granted to~~ the ~~executive by employment letter. (3) Mr. Lupone is not eligible to participate in any of our~~Company’s pension ~~plans.~~ plans:


Name	Plan Name	Number of Years of Credited Service			Present Value of Accumulated Benefit ($)⁽¹⁾		Payments During Last Fiscal Year ($)

Scott C. Donnelly	TRP	11.50				465,486	0
	Spillover	11.50				4,846,515	0
	Wrap Around	30.50	⁽²⁾			7,880,157	0
				Total		13,192,158
Frank T. Connor	TRP	10.42				452,594	0
	Spillover	10.42				2,708,470	0
	Add’l Credited Service	3.00	⁽²⁾			910,386	0
				Total		4,071,450
E. Robert Lupone⁽³⁾	N/A	N/A				N/A	N/A
Julie G. Duffy	TRP	22.50				839,541	0
	Spillover	22.50				1,384,311	0
	TSPPSO	22.50				345,396	0
				Total		2,569,248

⁽¹⁾	The present value of the accumulated benefit has been calculated consistent with the assumptions set forth in Note 16 Retirement Plans in Textron’s Annual Report on Form 10-K for the fiscal year ended January 4, 2020.
⁽²⁾	Years of extra service granted to the executive by employment letter.
⁽³⁾	Mr. Lupone is not eligible to participate in any of our pension plans.

A brief description of each of the Company’s pension plans referenced above ~~follows:~~ follows.

TRP: TEXTRON RETIREMENT PROGRAM (IIHFWLYH -DQXDU\ 1 2007 7H[WURQ FRQVROLGDWHG LWV UHWLUHPHQW EHQH¿WV IRU 8 6 VDODULHG DQG HOLJLEOH EDUJDLQHG HPSOR\HHV LQWR D VLQJOH SURJUDP WKH 7H[WURQ 5HWLUHPHQW 3URJUDP (³753´Textron Retirement Program

Textron’s retirement benefits for U.S. salaried and eligible bargained employees, the Textron Retirement Program (“TRP”) 7KH 753 LV GHVLJQHG WR EH D ³ÀRRU-RIIVHW´ DUUDQJHPHQW ZKLFK KDV WZR SDUWV 7KH ¿UVW LV D WUDGLWLRQDO GH¿QHG SHQVLRQ EHQH¿W ZKLFK SURYLGHV D VHW PRQWKO\ LQFRPH (SHQVLRQ) DW UHWLUHPHQW WKURXJK D IRUPXOD EDVHG RQ DJH \HDUV RI VHUYLFH DQG DQQXDO FRPSHQVDWLRQ 7KH VHFRQG LV D QHZ GH¿QHG FRQWULEXWLRQ EHQH¿W FDOOHG WKH, is designed to be a “floor-offset” arrangement which has two parts. The first is a traditional defined pension benefit which provides a set monthly income (pension) at retirement through a formula based on age, years of service and annual compensation. The second is a defined contribution benefit called the Textron Retirement Account Plan. ~~Transition rules between the prior plan design~~The TRP is funded and the new plan design provide that participants ZKR PHHW FHUWDLQ UXOHV ZLOO EH JUDQGIDWKHUHG HQWLWOLQJ WKHP WR WKH ODUJHU RI WKH EHQH¿W FDOFXODWHG XQGHU WKH SULRU SHQVLRQ IRUPXOD DQG WKH EHQH¿W FDOFXODWHG XQGHU WKH 753 1RQH RI WKH 1(2V PHW WKH JUDQGIDWKHULQJ UXOHV XQGHU WKH 753 KRZHYHU 0V -RKQVRQ did meet the grandfathering rulestax qualified.

Benefits under the ~~Spillover Pension Plan (described below) which entitles her~~TRP are based on one and one-third percent of eligible compensation, provided that, for service years prior to 2007 (which only applies to Ms. Duffy), benefits are based on a one percent annual benefit for eligible compensation up to the ~~larger~~“covered compensation” level ($68,676 in 2019), plus an additional amount equal to one and one-half percent of WKH WZR FDOFXODWLRQV XQGHU WKDW 3ODQ 7KH 753 LV IXQGHG DQG WD[ TXDOL¿HG %HQH¿WV XQGHU WKH QHZ GH¿QHG SHQVLRQ IRUPXOD DUH EDVHG RQ RQH DQG RQH-WKLUG SHUFHQW RI HOLJLEOH FRPSHQVDWLRQ %HQH¿WV XQGHU WKH SULRU IRUPXOD DUH EDVHG RQ D RQH SHUFHQW DQQXDO EHQH¿W IRU HOLJLEOH FRPSHQVDWLRQ XS WR WKH ³FRYHUHG FRPSHQVDWLRQ´ OHYHO ($64 251 LQ 2017) SOXV DQ DGGLWLRQDO DPRXQW HTXDO WR RQH DQG RQH-KDOI SHUFHQW RI HOLJLEOH FRPSHQVDWLRQ LQ H[FHVV RIeligible compensation in excess of covered compensation. “Eligible Compensation” includes base salary plus annual incentive payments in a given year, up to ~~WKH ,QWHUQDO 5HYHQXH &RGH OLPLW~~the Internal Revenue Code limit ($270 000 LQ 2017) 7KH EHQH¿W IRUPXOD LV FDOFXODWHG EDVHG RQ HOLJLEOH HPSOR\HHV¶ KLJKHVW FRQVHFXWLYH ¿YH-\HDU DYHUDJH HOLJLEOH FRPSHQVDWLRQ WKURXJKRXW WKHLU FDUHHU DW 7H[WURQ 3URYLGHG DQ HPSOR\HH PHHWV WKH ¿YH \HDUV RI TXDOLI\LQJ VHUYLFH WR EHFRPH YHVWHG LQ WKH 753 WKH DFFXPXODWHG EHQH¿W HDUQHG GXULQJ DQ HPSOR\HH¶V FDUHHU LV SD\DEOH280,000 in 2019). The benefit formula is calculated based on eligible employees’ highest consecutive five-year average eligible compensation throughout their career at Textron. Provided an employee meets the five years of qualifying service to become vested in the TRP, the accumulated benefit earned during an employee’s career is payable in monthly installments after retirement. While the normal retirement age under the TRP is 65, eligible ~~grandfathered~~ employees ~~FDQ HDUQ D IXOO EHQH¿W XSRQ DWWDLQPHQW RI DJH 62 (OLJLEOH HPSOR\HHV ZKR PHHW GH¿QHG DJH DQG VHUYLFH FULWHULD FDQ UHWLUH DQG 39~~ who meet defined age and service criteria can retire and begin collecting a reduced benefit as early as age 55. Mr. Donnelly, Mr. Connor and Ms. Duffy qualify for the early retirement benefit under the TRP.

TEXTRON ~~2018~~2020 PROXY STATEMENT Cheryl H. JohnsonTRP (Bell)3.50132,3310 TRP (Textron)15.75606,5420 Spillover (Bell)3.50154,5120 Spillover (Textron)15.75743,6010 Total1,636,9860 E. Robert Lupone (3)N/AN/AN/AN/A Number ofPresent ValuePayments Years ofof AccumulatedDuring Last PlanCredited%HQHÀW Fiscal Year NameNameService($)(1)($) Scott C. DonnellyTRP9.50333,9730 Spillover9.502,841,2950 Wrap Around28.50 (2)5,548,4990 Total8,723,7670

~~EHJLQ FROOHFWLQJ D UHGXFHG EHQH¿W DV HDUO\ DV DJH 55. %RWK 0U. &RQQRU DQG 0V. -RKQVRQ TXDOLI\ IRU WKH HDUO\ UHWLUHPHQW EHQH¿W under the TRP.~~ Under the Textron Retirement Account Plan, Textron makes annual contributions to a participant’s account equal to 2% of eligible compensation up to the Internal Revenue Code limit, and the account balance is adjusted for investment gains and losses. The participant may receive the account in a lump sum or as an actuarially equivalent annuity upon termination of employment ~~DW DQ\ DJH. 7KH YDOXH RI DQ\ GLVWULEXWLRQ IURP WKH 7H[WURQ 5HWLUHPHQW $FFRXQW 3ODQ RIIVHWV EHQH¿WV DFFUXHG DIWHU~~at any age. The value of any distribution from the Textron Retirement Account Plan offsets benefits accrued after 2006 ~~XQGHU~~under the pension formula.

Effective January 1, 2010, the TRP was closed to new entrants, and new employees, including Mr. Lupone, instead receive an annual company contribution to the Textron Savings Plan equal to 4% of eligible compensation up to the Internal Revenue Code Limit.

SPP: ~~SPILLOVER PENSION PLAN 7H[WURQ PDLQWDLQV WKH 6SLOORYHU 3HQVLRQ 3ODQ (³633´~~Spillover Pension Plan

Textron maintains the Spillover Pension Plan (“SPP”) WR FRPSHQVDWH FHUWDLQ 7H[WURQ H[HFXWLYHV IRU SHQVLRQ EHQH¿WV WKDW ZRXOG KDYH EHHQ HDUQHG EXW IRU OLPLWDWLRQV LPSRVHG RQ WD[-TXDOL¿HG SODQV XQGHU IHGHUDO ODZ. 7KH IRUPXOD IRU WKH 633 LV WKH VDPH DV WKH IRUPXOD IRU WKH GH¿QHG EHQH¿W SRUWLRQ RI WKH TXDOL¿HG SODQ (WKH 753)to compensate certain Textron executives for pension benefits that would have been earned but for limitations imposed on tax-qualified plans under federal law. The formula for the SPP is the same as the formula for the defined benefit portion of the qualified plan (the TRP). ~~(OLJLEOH FRPSHQVDWLRQ FRPSRQHQWV LQFOXGH EDVH VDODU\~~Eligible compensation components include base salary and annual incentive compensation paid in a given year. The amount included in the formula equals the total of these components ~~(ZKHWKHU RU QRW GHIHUUHG) OHVV WKH ,QWHUQDO 5HYHQXH &RGH OLPLW QRWHG DERYH~~(whether or not deferred), less the Internal Revenue Code limit noted above ($~~270 000 LQ 2017)~~280,000 in 2019). %HQH¿WV XQGHU WKH 633 DOVR YHVW DIWHU ¿YH \HDUV RI TXDOLI\LQJ VHUYLFH DQG DUH JHQHUDOO\ SDLG XQGHU WKH VDPH DJH DQG VHUYLFH UHTXLUHPHQWV DV WKH GH¿QHG EHQH¿W SRUWLRQ RI WKH 753. 7KLV SODQ LV XQIXQGHG DQG QRW TXDOL¿HG IRU WD[ SXUSRVHV. Benefits under the SPP also vest after five years of qualifying service, and are generally paid under the same age and service requirements as the defined benefit portion of the TRP. This plan is unfunded and not qualified for tax purposes.

In 2008, an appendix was added to the SPP for certain designated participants hired on or after January 1, 2008, including Mr. 'RQQHOO\ WR SURYLGH D ³ZUDS-DURXQG SHQVLRQ EHQH¿W.´ 7KLV DSSHQGL[ ZLOO UHFRJQL]H DQ DGGLWLRQDO EHQH¿W VHUYLFH DFFUXDO LGHQWL¿HG LQ WKH RIIHU OHWWHU RI WKH GHVLJQDWHG SDUWLFLSDQW DQG WKH UHVXOWLQJ FDOFXODWLRQ ZLOO EH RIIVHW E\ WKH SULRU HPSOR\HU DJHDonnelly, to provide a “wrap-around pension benefit.” This appendix will recognize an additional benefit service accrual identified in the offer letter of the designated participant and the resulting calculation will be offset by the prior employer age 65 ~~EHQH¿W DV GHVFULEHG LQ WKH RIIHU OHWWHU DQG DQ\ TXDOL¿HG DQG QRQ-TXDOL¿HG DJH~~benefit as described in the offer letter, and any qualified and non-qualified age 65 ~~EHQH¿W SURYLGHG E\ 7H[WURQ. 6SHFL¿F WR 0U. 'RQQHOO\ UHIHU WR WKH &'&$ IRU GHWDLOV RQ KLV ³ZUDS-DURXQG´ EHQH¿W.~~ benefit provided by Textron. Specific to Mr. Donnelly, refer to the CD&A for details on his “wrap-around” benefit.

Effective January 1, 2010, the SPP was closed to new entrants except for those who were participants in the Textron Retirement Program on December 31, 2009. Mr. Lupone, therefore, is not eligible to participate in the SPP.

TSPPSO: ~~TEXTRON SUPPLEMENTAL PENSION PLAN IN LIEU OF STOCK OPTIONS 7KH 7H[WURQ 6XSSOHPHQWDO 3HQVLRQ 3ODQ LQ /LHX RI 6WRFN 2SWLRQV (³763362´~~Textron Supplemental Pension Plan in Lieu of Stock Options

The Textron Supplemental Pension Plan in Lieu of Stock Options (“TSPPSO”) ~~LV D SHQVLRQ HQKDQFHPHQW EHQH¿W WKDW ZDV~~is a pension enhancement benefit that was provided to a select group of employees whose stock option grants were reduced beginning in 2003. The plan increases ~~SHQVLRQDEOH HDUQLQJV IRU WKHVH HPSOR\HHV E\ DSSUR[LPDWHO\~~pensionable earnings for these employees by approximately 10-15%. %HQH¿WV XQGHU WKH 763362 DOVR YHVW DIWHU ¿YH \HDUV RI TXDOLI\LQJ VHUYLFH DQG DUH JHQHUDOO\ SDLG XQGHU WKH VDPH DJH DQG VHUYLFH UHTXLUHPHQWV DV WKH GH¿QHG EHQH¿W SRUWLRQ RI WKH 753. 7KLV SODQ LV XQIXQGHG DQG QRW TXDOL¿HG IRU WD[ SXUSRVHV. Benefits under the TSPPSO also vest after five years of qualifying service, and are generally paid under the same age and service requirements as the defined benefit portion of the TRP. This plan is unfunded and not qualified for tax purposes.

The TSPPSO is no longer open to new entrants. Based on Ms. Duffy’s position in 2003, she is the only NEO who is eligible to participate in the plan. 40

44 TEXTRON ~~2018~~2020 PROXY STATEMENT

NONQUALIFIED DEFERRED COMPENSATION ~~7KH WDEOH EHORZ VKRZV WKH GHIHUUHG FRPSHQVDWLRQ DFWLYLW\ IRU HDFK 1(2 GXULQJ 2017 XQGHU QRQTXDOL¿HG GHIHUUHG FRPSHQVDWLRQ~~

The table below shows the deferred compensation activity for each NEO during 2019 under nonqualified deferred compensation plans maintained by Textron. 1RQTXDOLÀHG 'HIHUUHG &RPSHQVDWLRQ 53,814 0 411,722 Frank T. Connor Spillover Savings Plan 36,019 1,127 3,414 0 0 19,270 30,499 Julie G. Duffy Deferred Income Plan Spillover Savings Plan 0 6,661 Total 4,541 Total49,769 Spillover Savings Plan 0 0 4,352 30,382 (1) The amounts shown in this column include contributions made by Textron into each executive’s notional deferred income account in the Textron Spillover Savings Plan (the “SSP”) in 2017. There are two types of Company contributions made under the SSP. First, if a participant contributes at least 10% of eligible FRPSHQVDWLRQ WR WKH WD[-TXDOL¿HG 7H[WURQ 6DYLQJV 3ODQ (³763´), WKHQ WKH SDUWLFLSDQW¶V VWRFN XQLW DFFRXQW ZLWKLQ WKH 663 LV FUHGLWHG ZLWK D PDWFK HTXDO WR 5% of eligible compensation reduced by the matching contribution under the TSP. Second, for Mr. Lupone and other employees hired after 2009 who are not HOLJLEOH IRU D GH¿QHG EHQH¿W SHQVLRQ SODQ, WKH &RPSDQ\ FUHGLWV WKH LQWHUHVW-EHDULQJ 0RRG\¶V DFFRXQW ZLWKLQ WKH 663 ZLWK DQ DPRXQW HTXDO WR 4% RI HOLJLEOH compensation reduced by the contribution that was made by the Company under the TSP. These amounts are also reported in the “All Other Compensation” column in the Summary Compensation table on page 34. (2) 7 KH DPRXQWV LQ WKLV FROXPQ UHÀHFW DJJUHJDWH HDUQLQJV GXULQJ WKH ¿VFDO \HDU RQ DPRXQWV DFFUXHG LQ WKH SDUWLFLSDQWV¶ DFFRXQWV XQGHU WKH 663 DQG WKH ',3, LI DSSOLFDEOH, EDVHG XSRQ WKH WHUPV RI HDFK SODQ, DV GHVFULEHG EHORZ. 7R WKH H[WHQW WKH FUHGLWHG UDWH H[FHHGV 120% RI WKH ORQJ-WHUP DSSOLFDEOH IHGHUDO UDWH, VXFK HDUQLQJV DUH FRQVLGHUHG ³DERYH-PDUNHW HDUQLQJV´. 7KH DPRXQW RI DERYH-PDUNHW HDUQLQJV LQ WKH ',3 ZDV $608 IRU 0V. 'XII\ DQG $596 IRU 0V. -RKQVRQ. 7KHVH HDUQLQJV DUH DOVR UHSRUWHG LQ WKH ³&KDQJH LQ 3HQVLRQ 9DOXH DQG 1RQTXDOL¿HG 'HIHUUHG &RPSHQVDWLRQ (DUQLQJV´ FROXPQ LQ WKH 6XPPDU\ &RPSHQVDWLRQ 7DEOH. (3) 2I WKHVH EDODQFHV, WKH IROORZLQJ DPRXQWV ZHUH UHSRUWHG LQ 6XPPDU\ &RPSHQVDWLRQ 7DEOHV LQ SULRU-\HDU SUR[\ VWDWHPHQWV: 0U. 'RQQHOO\ $323,412, Mr. Connor $203,114, Mr. Lupone $247,819 and Ms. Johnson $23,375. This information is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.


Name	Plan Name	Registrant Contributions in Last FY ($)⁽¹⁾	Aggregate Earnings in Last FY ($)⁽²⁾		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)⁽³⁾

Scott C. Donnelly	Spillover Savings Plan	47,800	(12,368	)	0	656,177
Frank T. Connor	Spillover Savings Plan	36,000	(7,547	)	0	397,139
E. Robert Lupone	Spillover Savings Plan	73,428	6,236		0	504,451
Julie G. Duffy	Deferred Income Plan	0	673		0	19,903
	Spillover Savings Plan	13,019	(958	)	0	47,696


⁽¹⁾	The amounts shown in this column include contributions made by Textron into each executive’s notional deferred income account in the Textron Spillover Savings Plan (the “SSP”) in 2019. There are two types of Company contributions made under the SSP. First, if a participant contributes at least 10% of eligible compensation to the tax-qualified Textron Savings Plan (“TSP”), then the participant’s stock unit account within the SSP is credited with a match equal to 5% of eligible compensation reduced by the matching contribution under the TSP. Second, for Mr. Lupone and other employees hired after 2009 who are not eligible for a defined benefit pension plan, the Company credits the interest-bearing Moody’s account within the SSP with an amount equal to 4% of eligible compensation reduced by the contribution that was made by the Company under the TSP. These amounts are also reported in the “All Other Compensation” column in the Summary Compensation table on page 38.
⁽²⁾	The amounts in this column reflect aggregate earnings during the fiscal year on amounts accrued in the participants’ accounts under the SSP and the DIP, if applicable, based upon the terms of each plan, as described below. To the extent the credited rate exceeds 120% of the long-term applicable federal rate, such earnings are considered “above-market earnings”. The amount of above-market earnings in the DIP was $222 for Ms. Duffy. These earnings are also reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table.
⁽³⁾	Of these balances, the following amounts were reported in Summary Compensation Tables in prior-year proxy statements: Mr. Donnelly $417,174, Mr. Connor $275,383, Mr. Lupone $379,151 and Ms. Duffy $17,671. This information is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.

A brief description of the Company’s deferred compensation plans referenced above ~~follows:~~ follows.

DIP: ~~DEFERRED INCOME PLAN FOR TEXTRON EXECUTIVES~~ Deferred Income Plan for Textron Executives

NEOs deferring compensation into the Deferred Income Plan for Textron Executives (“DIP”) have forgone current compensation in exchange for an unsecured promise from the Company to pay the deferred amount after their employment ends. NEOs can ~~GHIHU XS WR~~defer up to 80% RI WKHLU EDVH VDODU\ DQG FHUWDLQ RWKHU FDVK FRPSHQVDWLRQ LQFOXGLQJ DQQXDO LQFHQWLYH FRPSHQVDWLRQ DQG ORQJ-WHUP LQFHQWLYH GLVWULEXWLRQV VHWWOHG LQ FDVK. 7KH ³SULQFLSDO´ DPRXQW WKDW LV GHIHUUHG FDQ EH FUHGLWHG ZLWK HLWKHU D 0RRG\¶V-EDVHGof their base salary and certain other cash compensation including annual incentive compensation and long- term incentive distributions settled in cash. The “principal” amount that is deferred can be credited with either a Moody’s-based interest rate or a rate of return that approximates the return on investment for a share of Textron common stock, including dividend equivalents, based upon the elections made annually by each NEO. The interest rate applicable to the Moody’s account is the average Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. The compounded Moody’s yield for ~~2017~~2019 was ~~3.79%~~3.99%, which was applied to all deferrals made subsequent to December 31, 2001.

SSP: ~~TEXTRON SPILLOVER SAVINGS PLAN 7KH 7H[WURQ 6SLOORYHU 6DYLQJV 3ODQ (WKH ³663´~~Textron Spillover Savings Plan

The Textron Spillover Savings Plan (the “SSP”) ~~PDNHV XS IRU IRUJRQH &RPSDQ\ PDWFKHV LQWR WKH WD[-TXDOL¿HG 7H[WURQ 6DYLQJV~~makes up for forgone Company matches into the tax-qualified Textron Savings Plan because of federal compensation limits, as a result of deferring income under the DIP, and for employees hired or rehired ~~DIWHU~~after 2009 ~~ZKR DUH QRW HOLJLEOH IRU D GH¿QHG EHQH¿W SHQVLRQ SODQ. 1(2 FRQWULEXWLRQV WR WKH TXDOL¿HG VDYLQJV SODQ DUH FDSSHG DW~~who are not eligible for a defined benefit pension plan. NEO contributions to the qualified savings plan are capped at 10% of eligible compensation up to the Internal Revenue Code limit ($~~270,000~~280,000 in ~~2017)~~2019). The contribution amount for employees hired or rehired after 2009 is based on 4% of eligible compensation. Contributions under the SSP are tracked in the form of ~~XQIXQGHG ERRN-HQWU\ DFFRXQWV FUHGLWHG DV VWRFN XQLWV, ZKLFK HDUQ GLYLGHQG HTXLYDOHQWV DQG ZKLFK DUH UHLQYHVWHG LQWR VWRFN XQLWV.~~unfunded book-entry accounts credited as stock units, which earn dividend equivalents and which are reinvested into stock units. NEOs are not permitted to make contributions to the SSP. 41

TEXTRON ~~2018~~2020 PROXY STATEMENT Cheryl H. JohnsonDeferred Income Plan02,612065,247 Total6,9640Total95,629 E. Robert LuponeSpillover Savings Plan61,92130,5280385,934 RegistrantAggregateAggregateAggregate ContributionsEarningsWithdrawals/Balance at Planin Last FYin Last FYDistributionsLast FYE NameName($)(1)($)(2)($)($)(3) Scott C. DonnellySpillover Savings Plan46,05895,0590709,71145

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL ~~7KH GLVFXVVLRQ DQG WDEOHV EHORZ UHÀHFW WKH DPRXQW RI FRPSHQVDWLRQ WKDW ZRXOG EHFRPH SD\DEOH WR HDFK RI WKH 1(2V (RWKHU than Ms. Johnson)~~

The discussion and tables below reflect the amount of compensation that would become payable to each of the NEOs under existing plans and arrangements if the named executive’s employment had terminated and/or a change ~~LQ FRQWURO KDG RFFXUUHG RQ 'HFHPEHU 29, 2017, WKH ODVW EXVLQHVV GD\ RI 7H[WURQ¶V 2017 ¿VFDO \HDU ,QIRUPDWLRQ LV SURYLGHG ZLWK~~in control had occurred on January 3, 2020, the last business day of Textron’s 2019 fiscal year. Information is provided with respect to the following termination scenarios—voluntary, “for cause”, death or disability, “not for cause” or “good reason”, change in control—and is based upon the named executive’s compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on that date.

In addition, in connection with any future actual termination of employment, the Company may determine to enter into an ~~DJUHHPHQW RU WR HVWDEOLVK DQ DUUDQJHPHQW SURYLGLQJ DGGLWLRQDO EHQH¿WV RU DPRXQWV RU DOWHULQJ WKH WHUPV RI EHQH¿WV GHVFULEHG~~agreement or to establish an arrangement providing additional benefits or amounts or altering the terms of benefits described below, as the Organization and Compensation Committee believes appropriate. The actual amounts that would be paid upon a NEO’s termination of employment can be determined only at the time of such executive’s separation from the Company. Due to ~~WKH QXPEHU RI IDFWRUV WKDW DIIHFW WKH QDWXUH DQG DPRXQW RI DQ\ EHQH¿WV SURYLGHG XSRQ WKH HYHQWV GLVFXVVHG EHORZ, DQ\ DFWXDO~~the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s share price and the executive’s age. ~~PAYMENTS MADE UPON A VOLUNTARY TERMINATION BY AN EXECUTIVE~~

Payments Made Upon a Voluntary Termination by an Executive

Voluntary termination occurs when the NEO leaves the Company at his or her own will (e.g., voluntary resignation or retirement). Upon a voluntary termination, executives are entitled only to their vested or accrued obligations. Additionally, because ~~Ms. Duffy is~~Mr. Donnelly and Mr. Connor are retirement eligible ~~under the terms of grants made prior to 2014 (at~~(age 55 with at least 20ten years of service to Textron), they also would be entitled to the following:


●	RSUs would continue to vest according to their vesting schedules
●	PSUs would continue to vest according to their vesting schedules
●	Unvested stock options would continue to vest per their respective vesting schedules; vested stock options would remain exercisable until the earlier of the remaining term of the stock options or 48 months after termination

Payments Made Upon a Termination in Connection with Death or Disability

Upon a termination in connection with death or disability, each of the NEOs would be entitled to their vested or accrued obligations as ~~of December 30, 2017, XSRQ KHU YROXQWDU\ WHUPLQDWLRQ, KHU 568V LVVXHG SULRU WR 2014 ZRXOG DFFHOHUDWH DQG YHVW SUR-UDWD PAYMENTS MADE UPON A TERMINATION “FOR CAUSE” BY THE COMPANY~~ well as the following:


●	RSUs would vest in full upon the occurrence of the event
●	PSUs would accelerate and vest pro-rata
●	In the event of disability, vested stock options issued prior to 2014 would remain exercisable until the original expiration date; in the event of death, they would remain exercisable until the earlier of the remaining term of the option or 12 months after the date of death. Unvested stock options issued in 2014 or later would vest in full; stock options would be exercisable until the earlier of the remaining term of the option or five years after the date of disability/death
●	Full vesting of benefits under the Textron Savings Plan, SSP, DIP and Retirement Account Plan

Payments Made Upon a Termination “For Cause” by the Company

A “for cause” termination occurs when a NEO is separated from Textron after engaging in one or more activities including, but not limited to: (i) conviction of, or pleadingnolo contendere ~~RU JXLOW\ WR, D IHORQ\ (RWKHU WKDQ D WUDI¿F LQIUDFWLRQ RU D FULPH LQYROYLQJ~~or guilty to, a felony (other than a traffic infraction or a crime involving vicarious liability under certain circumstances), (ii) willful misrepresentation, fraud or dishonesty for personal enrichment at the expense of Textron, (iii) willful misconduct or behavior, willful violation of the Company’s Business Conduct Guidelines, or breach ~~RI WKH 1(2¶V ¿GXFLDU\ GXWLHV, LQ HDFK FDVH, WKDW UHVXOWV LQ PDWHULDO KDUP WR 7H[WURQ, RU (LY) ZLOOIXO IDLOXUH WR DWWHPSW WR SHUIRUP KLV RU~~of the NEO’s fiduciary duties, in each case, that results in material harm to Textron, or (iv) willful failure to attempt to perform his or her duties or willful failure to attempt to follow the legal written direction of the Board. Upon a termination “for cause,” each of the NEOs would be entitled only to their vested or accrued obligations. ~~PAYMENTS MADE UPON A TERMINATION IN CONNECTION WITH DEATH OR DISABILITY~~

Payments Made Upon a ~~termination in connection with death~~“Not For Cause” Termination by the Company or disability, each of the NEOs would be entitled to their vested or accrued obligations as well as the following: • 568V LVVXHG SULRU WR 2014 ZRXOG DFFHOHUDWH DQG YHVW SUR-UDWD, DQG 568V LVVXHG LQ 2014 RU ODWHU ZRXOG YHVW LQ IXOO XSRQ WKH occurrence of the event. • 368V ZRXOG DFFHOHUDWH DQG YHVW SUR-UDWD • ,Q WKH HYHQW RI GLVDELOLW\, RSWLRQV ZRXOG UHPDLQ H[HUFLVDEOH XQWLO WKH RULJLQDO H[SLUDWLRQ GDWH; LQ WKH HYHQW RI GHDWK, WKH\ UHPDLQ exercisable until the earlier of the remaining term of the option or 12 months after the date of death. Unvested stock options LVVXHG LQ 2014 RU ODWHU ZRXOG YHVW LQ IXOO; RSWLRQV ZRXOG EH H[HUFLVDEOH XQWLO WKH HDUOLHU RI ¿YH \HDUV DIWHU GLVDELOLW\/GHDWK RU WKH remaining term of the option. • )XOO YHVWLQJ RI EHQH¿WV XQGHU WKH 7H[WURQ 6DYLQJV 3ODQ, 663, ',3 DQG 5HWLUHPHQW $FFRXQW 3ODQ PAYMENTS MADE UPON A “NOT FOR CAUSE” TERMINATION BY THE COMPANY OR BY AN EXECUTIVE FOR “GOOD REASON” by an Executive for “Good Reason”

Mr. Donnelly

A “not for cause” termination (also called “involuntary termination”) occurs when employment ends either at the initiation of Textron, but without circumstances that would indicate a “for cause” situation, or at the initiation of the executive for “Good ~~5HDVRQ ´ 0U 'RQQHOO\¶V OHWWHU DJUHHPHQW ZLWK WKH &RPSDQ\ SURYLGHV FHUWDLQ VHYHUDQFH EHQH¿WV LQ WKH HYHQW RI D ³QRW IRU FDXVH´~~Reason.” Mr. Donnelly’s letter agreement with the Company provides certain severance benefits in the event of a “not for cause” or “Good Reason” termination. “Good Reason” means the occurrence of one or more of the following: (i) the assignment to

46 TEXTRON 2020 PROXY STATEMENT

Mr. Donnelly of duties that are materially inconsistent with his position, (ii) the material reduction of Mr. Donnelly’s position, ~~42 TEXTRON 2018 PROXY STATEMENT~~

~~(LLL) WKH IRUFHG UHORFDWLRQ RI 0U. 'RQQHOO\¶V SULQFLSDO RI¿FH, (LY) D UHGXFWLRQ LQ 0U. 'RQQHOO\¶V VDODU\ RU RWKHU EHQH¿WV, (Y) WKH IDLOXUH~~(iii) the forced relocation of Mr. Donnelly’s principal office, (iv) a reduction in Mr. Donnelly’s salary or other benefits, (v) the failure of the Company to deliver to Mr. Donnelly a satisfactory written agreement from any successor to the Company to assume and agree to perform under the letter agreement, or (vi) other material breach by Textron of the letter agreement. Upon a termination “not for cause,” or for “Good Reason,” Mr. Donnelly would be entitled to his vested or accrued obligations as well as the following: • &DVK 6HYHUDQFH %HQH¿W &RPSULVHG RI – Two times the sum of (i) base salary and (ii) the greater of (a) the termination year target annual cash incentive compensation DQG (E) WKH DYHUDJH DQQXDO FDVK LQFHQWLYH FRPSHQVDWLRQ HDUQHG GXULQJ WKH ODVW WKUHH ¿VFDO \HDUV, SDLG LQ PRQWKO\ installments over two years ± $ SUR-UDWHG DQQXDO FDVK LQFHQWLYH FRPSHQVDWLRQ SD\PHQW (EDVHG RQ DFWXDO SHUIRUPDQFH) IRU WKH \HDU RI WHUPLQDWLRQ, SDLG LQ


●	Cash Severance Benefit Comprised of:
	–	Two times the sum of (i) base salary and (ii) the greater of (a) the termination year target annual cash incentive compensation and (b) the average annual cash incentive compensation earned during the last three fiscal years, paid in monthly installments over two years
	–	A pro-rated annual cash incentive compensation payment (based on actual performance) for the year of termination, paid in a lump sum in the year following termination
●	Treatment of Long-Term Incentive Awards:
	–	RSUs would continue to vest according to their vesting schedules
	–	PSUs would continue to vest according to their vesting schedules
	–	Unvested stock options would continue to vest per their respective vesting schedules; vested stock options would remain exercisable until the earlier of the remaining term of the stock options or 48 months after termination
●	Benefits under Retirement Plans:
	–	Credit for an additional two and one half years of age and service and compensation under all defined benefit-type retirement plans (including the SPP)
	–	A lump sum payment equal to two times the amount of maximum Company annual contribution or match to any defined contribution-type plan in which the executive participates
●	Continuation of Insurance Coverage: Continued coverage (or the cash equivalent thereof) for two years under the Company’s term life insurance and long-term disability insurance plans, and, to the extent eligible on the date of termination, under the accidental death and dismemberment insurance and dependent life insurance plans

Other NEOs

The Severance Plan for Textron Key Executives, in ~~the year following termination • 7UHDWPHQW RI /RQJ-7HUP ,QFHQWLYH $ZDUGV – Unvested stock options would be subject to full vesting acceleration for that portion~~which each of the awards that would have vested within two years after termination ± 368V ZRXOG YHVW SUR-UDWD • %HQH¿WV XQGHU 5HWLUHPHQW 3ODQV ± &UHGLW IRU DQ DGGLWLRQDO WZR DQG RQH KDOI \HDUV RI DJH DQG VHUYLFH DQG FRPSHQVDWLRQ XQGHU DOO GH¿QHG EHQH¿W-W\SH UHWLUHPHQW plans (including the SPP) ± $ OXPS VXP SD\PHQW HTXDO WR WZR WLPHV WKH DPRXQW RI PD[LPXP &RPSDQ\ DQQXDO FRQWULEXWLRQ RU PDWFK WR DQ\ GH¿QHG FRQWULEXWLRQ-W\SH SODQ LQ ZKLFK WKH H[HFXWLYH SDUWLFLSDWHV • Continuation of Insurance Coverage: Continued coverage (or the cash equivalent thereof)other NEOs participates, provides severance pay for two years under the Company’s WHUP OLIH LQVXUDQFH DQG ORQJ-WHUP GLVDELOLW\ LQVXUDQFH SODQV, DQG, WR WKH H[WHQW HOLJLEOH RQ WKH GDWH RI WHUPLQDWLRQ, XQGHU WKH accidental death and dismemberment insurance and dependent life insurance plans OTHER NEOS 7KH 6HYHUDQFH 3ODQ IRU 7H[WURQ .H\ ([HFXWLYHV, LQ ZKLFK HDFK RI WKH RWKHU 1(2V SDUWLFLSDWHV, SURYLGHV VHYHUDQFH SD\ IRU involuntary termination only if the executive signs a release provided in and required by the plan document. This severance pay is equal to the sum of: (i) the executive’s annual rate of base salary at the date of severance, and (ii) the larger of (a) the average of his or her three most recent actual awards of annual incentive compensation (whether or not deferred) and (b) his or her current target incentive compensation under the annual incentive compensation plan. ~~PAYMENTS MADE UPON A TERMINATION IN CONNECTION WITH A “CHANGE IN CONTROL”~~

Payments Made Upon a Termination in Connection with a “Change in Control”

Mr. Donnelly

A “change in control” termination would occur if Mr. Donnelly experiences a “not for cause” termination during the period beginning 180 days before a change in control and ending on the second anniversary of the change in control. Mr. Donnelly’s ~~OHWWHU DJUHHPHQW ZLWK WKH &RPSDQ\ SURYLGHV FHUWDLQ VHYHUDQFH EHQH¿WV LQ WKH HYHQW RI D ³FKDQJH LQ FRQWURO´ WHUPLQDWLRQ. )RU~~letter agreement with the Company provides certain severance benefits in the event of a “change in control” termination. For purposes of Mr. Donnelly’s letter agreement, a “change in control” means the occurrence of any of the following events: (i) any person unrelated to Textron acquires more than 30% of Textron’s then outstanding voting stock, (ii) a majority of the members of ~~WKH %RDUG RI 'LUHFWRUV DUH UHSODFHG LQ DQ\ WZR-\HDU SHULRG RWKHU WKDQ LQ VSHFL¿F FLUFXPVWDQFHV, (LLL) WKH FRQVXPPDWLRQ RI D PHUJHU~~the Board of Directors are replaced in any two-year period other than in specific circumstances, (iii) the consummation of a merger or consolidation of Textron with any other corporation, other than a merger or consolidation in which Textron’s voting securities outstanding immediately prior to such merger or consolidation continue to represent at least 50% of the combined voting securities of Textron or such surviving entity immediately after such merger or consolidation, or (iv) shareholder approval of an agreement for the sale or disposition of all or substantially all of Textron’s assets or a plan of complete liquidation. Upon a termination in connection with a “change in control,” Mr. Donnelly would be entitled to his vested or accrued obligations as well as the following: • &DVK 6HYHUDQFH %HQH¿W, 3D\DEOH LQ D /XPS 6XP, &RPSULVHG RI – Three times base salary ± 3UR-UDWHG SRUWLRQ RI WKH JUHDWHU RI (L) WKH WHUPLQDWLRQ \HDU WDUJHW DQQXDO FDVK LQFHQWLYH FRPSHQVDWLRQ DQG (LL) WKH SULRU \HDU annual cash incentive compensation –


●	Cash Severance Benefit, Payable in a Lump Sum, Comprised of:
	–	Three times base salary
	–	Pro-rated portion of the greater of (i) the termination year target annual cash incentive compensation and (ii) the prior year annual cash incentive compensation
	–	Three times the greater of (i) the average annual cash incentive compensation over the three years prior to the earlier of the change of control or the termination and (ii) the termination year target annual cash incentive compensation

TEXTRON 2020 PROXY STATEMENT 47

●	Treatment of Long-Term Incentive Awards:
	–	Outstanding unvested stock options, PSUs and RSUs would be subject to immediate and full vesting acceleration as of the change in control.
	–	PSUs granted in 2018 and 2019 will be paid based on actual performance through the change in control and based on target performance after the change in control.
●	Benefits under Retirement Plans:
	–	Full vesting and credit for an additional three years of age and service and compensation under all defined benefit-type retirement plans (including the SPP)
	–	Full vesting acceleration under the Spillover Savings Plan
	–	A payment equal to three times the amount of maximum Company annual contribution or match to any defined contribution- type plan in which the executive participates
●	Continuation of Insurance Coverage: Continued coverage (or the cash equivalent thereof) for three years under the Company’s term life insurance and long-term disability insurance plans, and, to the extent eligible on the date of termination, under the accidental death and dismemberment insurance and dependent life insurance plans
●	Additional Perquisites: Outplacement assistance for up to one year following termination
●	Tax Gross-Up Payment: Subject to certain conditions, the Company would gross-up severance payments to cover the executive’s excise taxes, if any, determined in accordance with Sections 4999 and 280G of the Internal Revenue Code

Other NEOs

The Severance Plan for Textron Key Executives, in which each of the ~~change~~other NEOs participates, provides severance pay and severance benefits in the event of ~~control~~an involuntary termination or ~~the~~ termination ~~and (ii) the termination year target annual cash incentive compensation 43 TEXTRON 2018 PROXY STATEMENT~~

• 7UHDWPHQW RI /RQJ-7HUP ,QFHQWLYH $ZDUGV: – Outstanding unvested stock options, PSUs and RSUs would be subject to immediate and full vesting acceleration as of the change in control – PSUs granted in 2016 and 2017 will be paid based on actual performance through the change in control and based on target performance after the change in control • %HQH¿WV XQGHU 5HWLUHPHQW 3ODQV: ± )XOO YHVWLQJ DQG FUHGLW IRU DQ DGGLWLRQDO WKUHH \HDUV RI DJH DQG VHUYLFH DQG FRPSHQVDWLRQ XQGHU DOO GH¿QHG EHQH¿W-W\SH retirement plans (including the SPP) – Full vesting acceleration under the Spillover Savings Plan ± $ SD\PHQW HTXDO WR WKUHH WLPHV WKH DPRXQW RI PD[LPXP &RPSDQ\ DQQXDO FRQWULEXWLRQ RU PDWFK WR DQ\ GH¿QHG FRQWULEXWLRQ-type plan in whichfor “good reason” by the executive participates • Continuation of Insurance Coverage: Continued coverage (or the cash equivalent thereof) for three years under the Company’s WHUP OLIH LQVXUDQFH DQG ORQJ-WHUP GLVDELOLW\ LQVXUDQFH SODQV, DQG, WR WKH H[WHQW HOLJLEOH RQ WKH GDWH RI WHUPLQDWLRQ, XQGHU WKH accidental death and dismemberment insurance and dependent life insurance plans • Additional Perquisites: Outplacement assistance for up to one year following termination • 7D[ *URVV-8S 3D\PHQW: 6XEMHFW WR FHUWDLQ FRQGLWLRQV, WKH &RPSDQ\ ZRXOG JURVV-XS VHYHUDQFH SD\PHQWV WR FRYHU WKH executive’s excise taxes, if any, determined in accordance with Sections 4999 and 280G of the Internal Revenue Code OTHER NEOS 7KH 6HYHUDQFH 3ODQ IRU 7H[WURQ .H\ ([HFXWLYHV, LQ ZKLFK HDFK RI WKH RWKHU 1(2V SDUWLFLSDWHV, SURYLGHV VHYHUDQFH SD\ DQG VHYHUDQFH EHQH¿WV LQ WKH HYHQW RI DQ LQYROXQWDU\ WHUPLQDWLRQ RU WHUPLQDWLRQ IRU ³JRRG UHDVRQ´ E\ WKH H[HFXWLYH IROORZLQJ D FKDQJHa change of control only if the executive signs a release provided in and required by the plan document. The severance pay, payable in a lump sum, is equal to the sum of: (i) the executive’s annual rate of base salary at the date of severance, and (ii) the larger of (a) the average of his or her three most recent actual awards of annual incentive compensation (whether or not deferred) and (b) his or her current target incentive compensation under the annual incentive compensation plan. In addition, medical and dental EHQH¿WV ZRXOG EH SURYLGHG E\ 7H[WURQ WR WKH H[HFXWLYH DQG WR KLV RU KHU GHSHQGHQWV, RQ WHUPV ZKLFK DUH QRW OHVV IDYRUDEOH WR WKHP WKDQ WKH WHUPV H[LVWLQJ LPPHGLDWHO\ EHIRUH VHYHUDQFH 6XFK VHYHUDQFH EHQH¿WV ZRXOG EH FRQWLQXHG IRU HLJKWHHQ PRQWKVbenefits would be provided by Textron to the executive and to his or her dependents, on terms which are not less favorable to them than the terms existing immediately before severance. Such severance benefits would be continued for eighteen months following severance (or, if less, until the executive or dependent obtains comparable coverage under another employer’s plan or Medicare). 8QGHU WKH 6HYHUDQFH 3ODQ IRU 7H[WURQ .H\ ([HFXWLYHV, ³FKDQJH RI FRQWURO´ PHDQV WKH RFFXUUHQFH RI DQ\ RI WKH IROORZLQJ HYHQWV: (L) DQ\ SHUVRQ XQUHODWHG WR 7H[WURQ (D) EHFRPHV (RWKHU WKDQ E\ DFTXLVLWLRQ IURP 7H[WURQ) WKH EHQH¿FLDO RZQHU RI PRUH WKDQ

Under the Severance Plan for Textron Key Executives, “change of control” means the occurrence of any of the following events: (i) any person unrelated to Textron (a) becomes (other than by acquisition from Textron) the beneficial owner of more than 50% of Textron’s then outstanding voting stock, (b) acquires more than 30% of Textron’s then outstanding voting stock, or (c) acquires all or substantially all of the total gross fair market value of all of the assets of Textron, (ii) a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or (iii) during any ~~12-PRQWK SHULRG, D PDMRULW\ RI WKH PHPEHUV RI WKH %RDUG LV UHSODFHG E\ GLUHFWRUV ZKRVH DSSRLQWPHQW RU HOHFWLRQ LV QRW HQGRUVHG~~12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election.

In addition, in the event of a not for cause or good reason termination in connection with a change of control, the other NEOs ~~ZRXOG UHFHLYH (L) IXOO YHVWLQJ DFFHOHUDWLRQ XQGHU WKH 633, 663 DQG 763 DQG (LL) IXOO YHVWLQJ RI ORQJ-WHUP LQFHQWLYH DZDUGV ZKLFK~~would receive (i) full vesting acceleration under the SPP, SSP and TSP and (ii) full vesting of long-term incentive awards which would be payable in the same manner described above for Mr. Donnelly.

The following tables show additional or accelerated payments which would be payable to our NEOs under existing agreements, plans or other arrangements, for various scenarios triggered by a termination of employment, assuming the termination date to be ~~December 29, 2017,~~January 3, 2020, and, where applicable, using the closing price of our common stock of ~~$56.59~~$44.74 (as reported on the New York ~~6WRFN ([FKDQJH RQ 'HFHPEHU 29, 2017, WKH ODVW WUDGLQJ GD\ RI RXU ¿VFDO \HDU) 44~~Stock Exchange on January 3, 2020, the last trading day of our fiscal year).

48 TEXTRON ~~2018~~2020 PROXY STATEMENT


Scott C. Donnelly	Voluntary⁽¹⁾		Disability		Death		For Cause		Not For Cause		Change in Control⁽²⁾
Annual Incentive / Severance	$	0	$	0	$	0	$	0	$	6,552,000	$	9,828,000
RSU settled in stock or cash⁽³⁾		11,303,337		11,303,337		11,303,337		0		11,303,337		11,303,337
Stock Options⁽³⁾		0		0		0		0		0		0
Cash settlement of PSUs⁽³⁾		7,398,355		3,538,298		3,538,298		0		7,398,355		7,398,355
Pension benefit⁽⁴⁾		0		0		0		0		4,849,719		6,468,148
Other benefits⁽⁵⁾		0		0		0		0		147,164		395,746
Amount Triggered due to Termination	$	18,701,692	$	14,841,635	$	14,841,635	$	0	$	30,250,575	$	35,393,586

Frank T. Connor	Voluntary⁽¹⁾		Disability		Death		For Cause		Not For Cause		Change in Control⁽²⁾
Annual Incentive / Severance	$	0	$	0	$	0	$	0	$	2,000,000	$	2,000,000
RSU settled in stock or cash⁽³⁾		3,276,534		3,276,534		3,276,534		0		3,276,534		3,276,534
Stock Options⁽³⁾		0		0		0		0		0		0
Cash settlement of PSUs⁽³⁾		2,165,248		1,032,396		1,032,396		0		2,165,248		2,165,248
Pension benefit		0		0		0		0		0		0
Other benefits⁽⁵⁾		0		0		0		0		0		22,945
Amount Triggered due to Termination	$	5,441,782	$	4,308,930	$	4,308,930	$	0	$	7,441,782	$	7,464,727

E. Robert Lupone	Voluntary		Disability		Death		For Cause		Not For Cause		Change in Control⁽²⁾
Annual Incentive / Severance	$	0	$	0	$	0	$	0	$	1,434,000	$	1,434,000
RSU settled in stock or cash⁽³⁾		0		1,454,900		1,454,900		0		0		1,454,900
Stock Options⁽³⁾		0		0		0		0		0		0
Cash settlement of PSUs⁽³⁾		0		452,684		452,684		0		0		944,534
Pension benefit		0		0		0		0		0		0
Other benefits⁽⁵⁾		0		0		0		0		0		14,931
Amount Triggered due to Termination	$	0	$	1,907,584	$	1,907,584	$	0	$	1,434,000	$	3,848,365

Julie G. Duffy	Voluntary		Disability		Death		For Cause		Not For Cause		Change in Control⁽²⁾
Annual Incentive / Severance	$	0	$	0	$	0	$	0	$	1,000,000	$	1,000,000
RSU settled in stock or cash⁽³⁾		0		614,907		614,907		0		0		614,907
Stock Options⁽³⁾		0		0		0		0		0		0
Cash settlement of PSUs⁽³⁾		0		276,539		276,539		0		0		597,880
Pension benefit		0		0		0		0		0		0
Other benefits⁽⁵⁾		0		0		0		0		0		22,945
Amount Triggered due to Termination	$	0	$	891,446	$	891,446	$	0	$	1,000,000	$	2,235,732

⁽¹⁾	Mr. Donnelly and Mr. Connor are retirement eligible (age 55 with at least ten years of service to Textron) which entitles them to continued vesting of their unvested RSUs, stock options and PSUs upon a voluntary termination.
⁽²⁾	Amounts reported in the “Change in Control” column are paid only upon a “not for cause” or “good reason” termination in connection with a Change in Control.
⁽³⁾	Amounts reported for RSUs, stock options and PSUs reflect accelerated, prorated and/or continued vesting triggered by termination event under each scenario, respectively. PSU amounts have been calculated assuming that the 2018-2020 PSU cycle will be paid at 81.8% of target and the 2019–2021 PSU cycle will be paid at 79.1% of target. These figures are based on actual Company performance against goals for 2018 and 2019, and target Company performance against goals for 2020 and 2021. In addition, the figures assume median total shareholder return performance over each three-year PSU cycle.
⁽⁴⁾	Potential pension benefits have been calculated assuming a discount rate of 3.45%.
⁽⁵⁾	Other benefits (i) for Mr. Donnelly, includes, under the “Not for Cause” scenario, $12,364 in continuation of insurance coverage and $134,800 in additional benefits under retirement plans, and, under the “Change in Control” scenario, $18,546 in continuation of insurance coverage, $202,200 in additional benefits under retirement plans and outplacement assistance valued at $175,000, (ii) for the other NEOs, represents continuation of health benefits.

Scott C. Donnelly Annual Incentive / Severance RSU settled in stock (2) Stock Options (2) Cash settlement of PSUs (2) 3HQVLRQ EHQH¿W (3) 2WKHU EHQH¿WV (4) $0 0 0 0 0 0 $ 0 $ 0 $0 0 0 0 0 0 $ 6,000,000 0 5,336,147 5,486,910 9,447,604 142,029 $ 9,000,000 15,359,035 5,849,321 10,331,587 10,134,206 383,044 15,303,351 15,303,351 5,849,321 5,486,910 5,548,499 0 5,849,321 5,486,910 902,229 0 Frank T. Connor Annual Incentive / Severance RSU settled in stock (2) Stock Options (2) Cash settlement of PSUs (2) 3HQVLRQ EHQH¿W 2WKHU EHQH¿WV (4) $0 0 0 0 0 0 $ 0 $ 0 $0 0 0 0 0 0 $1,856,333 0 0 0 0 0 $ 1,856,333 4,430,997 1,682,854 2,961,508 0 19,018 4,414,529 4,414,529 1,682,854 1,575,333 0 0 1,682,854 1,575,333 0 0 E. Robert Lupone Annual Incentive / Severance RSU settled in stock (2) Stock Options (2) Cash settlement of PSUs (2) 3HQVLRQ EHQH¿W 2WKHU EHQH¿WV (4) $0 0 0 0 0 0 $ 0 $ 0 $0 0 0 0 0 0 $1,297,333 0 0 0 0 0 $1,297,333 2,037,523 761,417 1,334,246 0 12,524 2,029,600 2,029,600 761,417 710,706 0 0 761,417 710,706 0 0 Julie G. Duffy Annual Incentive / Severance RSU settled in stock (2) Stock Options (2) Cash settlement of PSUs (2) 3HQVLRQ EHQH¿W 2WKHU EHQH¿WV (4) $ 0 $ 0 $ 0 $0 0 0 0 0 0 $760,000 50,818 0 0 0 0 $ 760,000 452,211 170,530 299,216 0 19,018 50,818 450,513 450,513 0 0 0 0 170,530 159,730 0 0 170,530 159,730 0 0 (1) Amounts reported in the “Change in Control” column for RSUs, stock options and PSUs granted prior to 2014 are paid upon a Change in Control, and all other amounts in the “Change in Control” column are paid only upon a “not for cause” or “good reason” termination in connection with a Change in Control. (2) $PRXQWV UHSRUWHG IRU 568V, VWRFN RSWLRQV DQG 368V UHÀHFW DFFHOHUDWHG DQG/RU SURUDWHG YHVWLQJ WULJJHUHG E\ WHUPLQDWLRQ HYHQW XQGHU HDFK VFHQDULR, UHVSHFWLYHO\ 368 DPRXQWV KDYH EHHQ FDOFXODWHG DVVXPLQJ WKDW WKH 2016-2018 368 F\FOH ZLOO EH SDLG DW 83 0% RI WDUJHW DQG WKH 2017-2019 368 F\FOH ZLOO EH SDLG DW 82 9% RI WDUJHW 7KHVH ¿JXUHV DUH EDVHG RQ DFWXDO &RPSDQ\ SHUIRUPDQFH DJDLQVW JRDOV IRU 2016 DQG 2017, DQG WDUJHW &RPSDQ\ SHUIRUPDQFH DJDLQVW JRDOV IRU 2018 DQG 2019 ,Q DGGLWLRQ, WKH ¿JXUHV DVVXPH PHGLDQ WRWDO VKDUHKROGHU UHWXUQ SHUIRUPDQFH RYHU HDFK 3-\HDU 368 F\FOH (3) 3RWHQWLDO SHQVLRQ EHQH¿WV KDYH EHHQ FDOFXODWHG DVVXPLQJ D GLVFRXQW UDWH RI 3 75% (4) ,QFOXGHV (L) IRU 0U 'RQQHOO\, XQGHU WKH ³1RW IRU &DXVH´ VFHQDULR, $12,114 LQ FRQWLQXDWLRQ RI LQVXUDQFH FRYHUDJH DQG $129,915 LQ DGGLWLRQDO EHQH¿WV XQGHU UHWLUHPHQW SODQV, DQG, XQGHU WKH ³&KDQJH LQ &RQWURO´ VFHQDULR, $18,171 LQ FRQWLQXDWLRQ RI LQVXUDQFH FRYHUDJH, $194,873 LQ DGGLWLRQDO EHQH¿WV XQGHU UHWLUHPHQW SODQV DQG RXWSODFHPHQW DVVLVWDQFH YDOXHG DW $170,000, (LL) IRU 0U &RQQRU DQG 0V 'XII\, FRQWLQXDWLRQ RI KHDOWK EHQH¿WV YDOXHG DW $19,018 DQG (LLL) IRU 0U /XSRQH, FRQWLQXDWLRQ RI KHDOWK EHQH¿WV YDOXHG DW $12,524 45 TEXTRON ~~2018~~2020 PROXY STATEMENT ~~Amount Triggered due~~49

PAY RATIO

We are required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Securities and Exchange Commission (“SEC”) rules to ~~Termination$50,818$780,773$780,773$0$810,818$1,700,975 ForNot ForChange in VoluntaryDisabilityDeathCauseCauseControl (1) Amount Triggered due~~provide the ratio of the annual total compensation of Mr. Donnelly, our Chief Executive Officer, to Termination$0$3,501,723$3,501,723$0$1,297,333$5,443,043 ForNot ForChange in VoluntaryDisabilityDeathCauseCauseControl (1) Amount Triggered due to Termination$0$7,672,716$7,672,716$0$1,856,333$10,950,710 ForNot ForChange in VoluntaryDisabilityDeathCauseCauseControl (1) Amount Triggered due to Termination$0$32,188,081$27,541,811$0$26,412,690$51,057,193 ForNot ForChange in VoluntaryDisabilityDeathCauseCauseControl (1)

~~NAMED EXECUTIVE OFFICER WHO TERMINATED EMPLOYMENT DURING 2017 For Cheryl H. Johnson who was retirement eligible at the time~~ that she voluntarily terminated her employment with the Company during 2017, the following table shows payments made or expected to be made to her under existing agreements and plans, in addition to amounts disclosed in the Summary Compensation Table on page 34. Annual Incentive / Severance RSUs settled in stock (1) Stock Options (1)(2) Cash settlement of PSUs (1)(3) 3HQVLRQ EHQH¿W 2WKHU EHQH¿WV (4) $ 0 1,046,489 419,632 738,952 1,636,986 97,593 (1) $PRXQWV UHSRUWHG IRU 568V, VWRFN RSWLRQV DQG 368V UHÀHFW DFFHOHUDWHG DQG/RU SURUDWHG YHVWLQJ (LQ WKH FDVH RI 568V LVVXHG SULRU WR 2014) DQG FRQWLQXHG vesting triggered by Ms. Johnson’s termination of employment. (2) $PRXQWV UHÀHFW WKH LQWULQVLF YDOXH RI RXWVWDQGLQJ XQYHVWHG RSWLRQV DW WKH HQG RI WKH ¿VFDO \HDU. 0V. -RKQVRQ¶V XQYHVWHG VWRFN RSWLRQV ZLOO FRQWLQXH WR vest per their respective vesting schedules. (3) 368 DPRXQWV KDYH EHHQ FDOFXODWHG DVVXPLQJ WKDW WKH 2016-2018 368 F\FOH ZLOO EH SDLG DW 83.0% RI WDUJHW DQG WKH 2017-2019 368 F\FOH ZLOO EH SDLG DW 82.9% RI WDUJHW. 7KHVH ¿JXUHV DUH EDVHG RQ DFWXDO &RPSDQ\ SHUIRUPDQFH DJDLQVW JRDOV IRU 2016 DQG 2017, DQG WDUJHW &RPSDQ\ SHUIRUPDQFH DJDLQVW JRDOV IRU 2018 DQG 2019. ,Q DGGLWLRQ, WKH ¿JXUHV DVVXPH PHGLDQ WRWDO VKDUHKROGHU UHWXUQ SHUIRUPDQFH RYHU HDFK 3-\HDU 368 F\FOH. (4) Includes a $65,466 distribution from Ms. Johnson’s previously vested DIP and a $32,127 distribution from Ms. Johnson’s previously vested SSP. PAY RATIO :H DUH UHTXLUHG E\ WKH 'RGG-)UDQN :DOO 6WUHHW 5HIRUP DQG &RQVXPHU 3URWHFWLRQ $FW DQG 6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ (³6(&´) UXOHV WR SURYLGH WKH UDWLR RI WKH DQQXDO WRWDO FRPSHQVDWLRQ RI 0U. 'RQQHOO\, RXU &KLHI ([HFXWLYH 2I¿FHU, WR WKDW RI DQan employee whose annual compensation is at the median of all our employees.

Textron and its consolidated subsidiaries together have approximately ~~37,000~~35,000 employees located throughout the world, with approximately ~~74%~~75% in the U.S., ~~15%~~12% in Europe, 6%7% in Canada and Mexico combined, 4%5% in Asia ~~and 1%~~and1% elsewhere.

To identify ~~WKH HPSOR\HH ZLWK FRPSHQVDWLRQ DW WKH PHGLDQ RI DOO HPSOR\HHV IRU RXU~~the employee with compensation at the median of all employees for our 2017 ~~¿VFDO \HDU, ZH XVHG ³DQQXDO UDWH´~~fiscal year, we used “annual rate”, ~~DV UHÀHFWHG LQ RXU HQWHUSULVH-ZLGH KXPDQ UHVRXUFHV LQIRUPDWLRQ V\VWHP, DV RI 2FWREHU~~as reflected in our enterprise-wide human resources information system, as of October 1, 2017, IRU DOO RI RXU HPSOR\HHV, LQFOXGLQJ SDUW WLPH, WHPSRUDU\ DQG VHDVRQDO HPSOR\HHV. 7KH DQQXDO UDWH IRU VDODULHG HPSOR\HHV UHÀHFWV EDVH VDODU\ SDLG RQ DQ DQQXDO EDVLV. )RU KRXUO\ HPSOR\HHV, WKH DQQXDO UDWH LV DUULYHG DW XVLQJ WKHLU KRXUO\ UDWH DQG VWDQGDUG ZRUN KRXUV. :H GLG QRW PDNH DQ\ FRVW-RI-livingfor all of our employees, including part time, temporary and seasonal employees. The annual rate for salaried employees reflects base salary paid on an annual basis. For hourly employees, the annual rate is arrived at using their hourly rate and standard work hours. We did not make any cost-of-living adjustments despite the large variety of labor markets in which our employees work, nor did we make any adjustments to account for the variety of compensation arrangements used to pay employees in varying roles (e.g., we did not include overtime, ~~FRPPLVVLRQV, ERQXVHV RU RWKHU W\SHV RI QRQ-¿[HG FRPSHQVDWLRQ)~~commissions, bonuses or other types of non-fixed compensation). ~~8VLQJ WKLV PHWKRGRORJ\, ZH GHWHUPLQHG WKDW WKH ³PHGLDQ HPSOR\HH´ ZDV D IXOO-WLPH, KRXUO\ HPSOR\HH ORFDWHG LQ WKH 8.6. ZLWK WRWDO FRPSHQVDWLRQ IRU WKH~~

Using this methodology for 2017, ~~¿VFDO \HDU LQ WKH DPRXQW RI $90,025. ³$QQXDO WRWDO FRPSHQVDWLRQ´ RI WKH PHGLDQ HPSOR\HH LQFOXGHV~~we determined that the “median employee” was a full-time, hourly employee located in the U.S. As permitted by SEC rules, we utilized the same median employee for 2018 and 2019 because we believe there was no material change to our employee population or employee compensation arrangements during 2018 or 2019 that would significantly impact our pay ratio disclosure. Total compensation for the median employee in the 2019 fiscal year was in the amount of $99,196. “Annual total compensation” of the median employee includes regular and overtime earnings, any applicable annual bonus payment, Company contributions to a 401(k) plan on behalf of the HPSOR\HH, DQG WKH &RPSDQ\-SDLG SRUWLRQ RI KHDOWK DQG ZHOIDUH EHQH¿WV. ³$QQXDO WRWDO FRPSHQVDWLRQ´ IRU 0U. 'RQQHOO\ IRU WKH 2017 ¿VFDO \HDU ZDV $14,845,764, ZKLFK LV D $20,434 LQFUHDVH RYHU WKH DPRXQW UHÀHFWHG LQ WKH 7RWDO FROXPQ LQ WKH 6XPPDU\ &RPSHQVDWLRQ 7DEOH DERYH. 7KH LQFUHDVH UHÀHFWV WKH LQFOXVLRQ RI 0U. 'RQQHOO\¶V KHDOWK DQG ZHOIDUH EHQH¿WV ZKLFK DUH H[FOXGHG IURP WKH 6XPPDU\ &RPSHQVDWLRQ 7DEOH DPRXQWV XQGHU 6(& UXOHV.employee, and the Company-paid portion of health and welfare benefits.

“Annual total compensation” for Mr. Donnelly for the 2019 fiscal year was $18,942,936, which is a $21,338 increase over the amount reflected in the “Total” column in the Summary Compensation Table on page 38. The increase reflects the inclusion of Mr. Donnelly’s health and welfare benefits which are excluded from the Summary Compensation Table amounts under SEC rules. Based upon this information, for ~~2017~~2019 the ratio of the annual total compensation of Mr. Donnelly to the annual total compensation of the median employee was ~~165~~191 to 1. 46

50 TEXTRON ~~2018~~2020 PROXY STATEMENT ~~Amount Triggered due to Termination$3,939,652 Type of Compensation~~

EQUITY COMPENSATION PLAN INFORMATION ~~7KH IROORZLQJ WDEOH VHWV IRUWK FHUWDLQ LQIRUPDWLRQ, DV RI WKH HQG RI 7H[WURQ¶V 2017 ¿VFDO \HDU, IRU DOO 7H[WURQ FRPSHQVDWLRQ SODQV~~

The following table sets forth certain information, as of the end of Textron’s 2019 fiscal year, for all Textron compensation plans previously approved by shareholders. There are no compensation plans not previously approved by shareholders. Equity compensation plans not approved by shareholders N/A N/A N/A (1) Includes 668,093 unvested shares that may be issued under previously granted RSUs. (2) 7KLV YDOXH UHÀHFWV WKH ZHLJKWHG DYHUDJH H[HUFLVH SULFH RI RXWVWDQGLQJ VWRFN RSWLRQV RQO\. (3) &RQVLVWV RI VKDUHV UHPDLQLQJ DYDLODEOH IRU LVVXDQFH XQGHU WKH 7H[WURQ ,QF. 2015 /RQJ-7HUP ,QFHQWLYH 3ODQ WKDW PD\ EH LVVXHG SXUVXDQW WR VWRFN RSWLRQV, stock appreciation rights, performance stock, restricted stock, RSUs and other awards, provided that no more than 3,892,622 shares may be issued pursuant to awards other than stock options and stock appreciation rights.

Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)

Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a))
(c)

Equity compensation plans approved by shareholders

9,295,804

⁽¹⁾

44.00

⁽²⁾

10,869,772

⁽³⁾

Equity compensation plans not approved by shareholders

N/A

Total

9,295,804

44.00

10,869,772

⁽¹⁾	Includes 543,260 unvested shares that may be issued under previously granted RSUs.
⁽²⁾	This value reflects the weighted average exercise price of outstanding stock options only.
⁽³⁾	Consists of shares remaining available for issuance under the Textron Inc. 2015 Long-Term Incentive Plan that may be issued pursuant to stock options, stock appreciation rights, performance stock, restricted stock, RSUs and other awards, provided that no more than 3,670,780 shares may be issued pursuant to awards other than stock options and stock appreciation rights.

EVALUATION OF RISK IN COMPENSATION PLANS

In addition to the Company’s incentive compensation arrangements applicable to senior executives throughout the enterprise, the Company’s business units maintain incentive compensation plans and programs in which business unit employees below the senior executive level participate (such as sales incentive plans and incentive programs linked to safety and customer service, etc.). Textron’s management reviews these business unit incentive compensation plans and programs as they relate ~~WR ULVN PDQDJHPHQW SUDFWLFHV DQG ULVN-WDNLQJ LQFHQWLYHV. 47~~ to risk management practices and risk-taking incentives.

TEXTRON ~~2018~~2020 PROXY STATEMENT Total9,912,173$37.0213,571,348 Number of Securities Remaining Available for Number of Securities toWeighted-AverageFuture Issuance Under Equity be Issued Upon Exercise Exercise Price ofCompensation Plans of Outstanding Options,Outstanding Options,(([FOXGLQJ 6HFXULWLHV 5HÁHFWHG Warrants and RightsWarrants and Rightsin Column (a)) (a)(b)(c) Equity compensation plans approved by shareholders9,912,173 (1)$37.02 (2)13,571,348 (3)51

TRANSACTIONS WITH RELATED PERSONS ~~([FHSW DV GHVFULEHG EHORZ, VLQFH WKH EHJLQQLQJ RI 7H[WURQ¶V 2017 ¿VFDO \HDU, WKHUH KDYH EHHQ QR WUDQVDFWLRQV DQG WKHUH DUH~~

Except as described below, since the beginning of Textron’s 2019 fiscal year, there have been no transactions and there are no currently proposed transactions, in which Textron was or is to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest.

Both Mr. Donnelly and Mr. Connor are licensed pilots who each own a Citation business jet which they use for both personal and business purposes. Each executive holds their aircraft through a limited liability company (“LLC”) which has entered into an Amended and Restated Hangar License and Services Agreement with the Company related to the sublease by the respective LLCs of a portion of the Company’s leased hangar space and the provision of other services.

These Amended and Restated Hangar License and Services Agreements each provide that the Company will provide certain aircraft maintenance and other services, including pilot services, for the executives’ personal aircraft. Each of Mr. Donnelly and Mr. Connor pays $1,500 per month rent for the hangar space used by his aircraft. The Company pays the difference in cost for the portion of hangar space utilized by ~~the executives’~~Mr. Connor’s aircraft above this ~~$1,500 per month~~monthly payment which amount is included in “All Other Compensation” in the Summary Compensation Table on page ~~34.~~38. Fees for maintenance, pilot services and all other services are set at market rates, and the executives’ LLCs fully reimburse the Company at such market rates. Pursuant to the Hangar Agreements, the Company permits the executives’ LLCs to purchase fuel from the Company’s bulk fuel storage facility at the discounted bulk rate paid by the Company, and the Company’s Aviation Department facilitates the executives’ ~~SHUVRQDO ÀLJKWV DQG SHUIRUPV YDULRXV DGPLQLVWUDWLYH GXWLHV LQ FRQQHFWLRQ ZLWK WKHVH DLUFUDIW. %RWK $PHQGHG DQG 5HVWDWHG~~personal flights and performs various administrative duties in connection with these aircraft. Both Amended and Restated Hangar License and Services Agreements have been approved by the Nominating and Corporate Governance Committee. ~~'XULQJ RXU 2017 ¿VFDO \HDU, 0U. &RQQRU¶V //& DQG 0U. 'RQQHOO\¶V //& SDLG WRWDO FRVWV WR 7H[WURQ XQGHU WKHVH DJUHHPHQWV RI $54,420~~During our 2019 fiscal year, Mr. Donnelly’s LLC and ~~$50,169,~~Mr. Connor’s LLC paid total costs to Textron under these agreements of $74,490 and $58,559, respectively. ~~Also,~~

In December 2018, Textron entered into a non-exclusive, non-continuous Aircraft Dry Lease Agreement with Mr. Donnelly’s LLC pursuant to which the Company leases Mr. Donnelly’s aircraft in order to enable the Company to use his aircraft for business flights on an as-needed basis. This arrangement is beneficial to the Company as Mr. Donnelly travels frequently for business, and his aircraft is more economical for many of his flights than the larger business jets operated by the Company’s flight department. In addition, the Dry Lease enables the flight department to have operational control of the aircraft while it is being flown on Textron business flights. The Dry Lease is for a term of one year, automatically renewable for subsequent one-year terms, subject to the parties’ termination rights. The Company pays no lease payment for its use of the aircraft; it is responsible only for costs directly attributable to the Textron business flight, including maintenance reserve payments allocated to the Company’s flights based upon flight hours in respect of maintenance service program agreements that apply to Mr. Donnelly’s aircraft. In addition, the Company pays rent for hangar space in excess of the amount paid by Mr. Donnelly as described above. The Nominating and Corporate Governance Committee has approved the Aircraft Dry Lease Agreement.

During 2019, pursuant to the terms of the Dry Lease, the Company’s allocation of maintenance reserves for Company business flights on Mr. Donnelly’s aircraft was $54,863 and the Company incurred $24,224 for the incremental cost of hangar space utilized by Mr. Donnelly’s aircraft. In turn, Mr. Donnelly’s LLC and Mr. Connor’s LLC each engaged Textron Aviation’s service centers to perform ~~certain~~ maintenance work on their aircraft during ~~2017~~2019 for which they ~~paid~~were charged an ~~arms’~~arm’s length price of ~~$68,941~~$42,744 and ~~$33,656, respectively. In addition, the Nominating and Corporate Governance Committee has approved Mr. Donnelly’s~~$4,445, respectively, and Mr. ~~Connor’s use of their personal aircraft~~Connor paid TRU Simulation + Training, a Textron subsidiary, $12,495 for business travel and has adopted a revised policy which sets forth regulatory, safety, insurance and other requirements applicable to use of personal aircraft by these executives for business purposes. The policy provides for reimbursement of only direct operating expenses to the executives, subject to a cap of $150,000 annually. During our 2017 ¿VFDO \HDU, GLUHFW RSHUDWLQJ H[SHQVHV IRU EXVLQHVV ÀLJKWV RQ WKH H[HFXWLYHV¶ SHUVRQDO DLUFUDIW WRWDOHG $42,779 IRU 0U. 'RQQHOO\ and $1,434 for Mr. Connor. his recurrent pilot training.

Under Textron’s Corporate Governance Guidelines and Policies, all related party transactions are subject to approval or UDWL¿FDWLRQ E\ WKH 1RPLQDWLQJ DQG &RUSRUDWH *RYHUQDQFH &RPPLWWHH. 5HODWHG SDUW\ WUDQVDFWLRQV, UHIHUUHG WR DV ³,QWHUHVWHG 7UDQVDFWLRQV ZLWK 5HODWHG 3DUWLHV´ XQGHU WKH *XLGHOLQHV, DUH JHQHUDOO\ GH¿QHG DV DQ\ WUDQVDFWLRQ, DUUDQJHPHQW RU UHODWLRQVKLSratification by the Nominating and Corporate Governance Committee. Related party transactions, referred to as “Interested Transactions with Related Parties” under the Guidelines, are generally defined as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) ~~ZKHUH WKH &RPSDQ\ LV D SDUWLFLSDQW, LQ ZKLFK WKH DJJUHJDWH DPRXQW LQYROYHG VLQFH WKH EHJLQQLQJ RI WKH &RPSDQ\¶V ODVW ¿VFDO \HDU H[FHHGV RU LV H[SHFWHG WR H[FHHG~~where the Company is a participant, in which the aggregate amount involved since the beginning of the Company’s last fiscal year exceeds or is expected to exceed $100,000 ~~DQG DQ H[HFXWLYH RI¿FHU, GLUHFWRU, QRPLQHH RU JUHDWHU WKDQ~~and an executive officer, director, nominee or greater than 5% ~~EHQH¿FLDO~~beneficial holder or immediate family member of any of the foregoing has or will have a direct or indirect interest (other than solely as ~~D UHVXOW RI EHLQJ D GLUHFWRU RU D OHVV WKDQ~~a result of being a director or a less than 10% ~~EHQH¿FLDO RZQHU RI DQRWKHU HQWLW\)~~beneficial owner of another entity). ~~,Q GHWHUPLQLQJ ZKHWKHU WR DSSURYH RU UDWLI\~~In determining whether to approve or ratify such a transaction, the committee takes into account, among other factors it deems appropriate, whether the transaction is on ~~WHUPV QR OHVV IDYRUDEOH WKDQ WHUPV JHQHUDOO\ DYDLODEOH WR DQ XQDI¿OLDWHG WKLUG SDUW\ XQGHU WKH VDPH RU VLPLODU FLUFXPVWDQFHV~~terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. 48

52 TEXTRON ~~2018~~2020 PROXY STATEMENT

ADVISORY VOTE TO APPROVE TEXTRON’S EXECUTIVE COMPENSATION

ADVISORY VOTE TO APPROVE TEXTRON’S EXECUTIVE COMPENSATION 7KH %RDUG KDV DGRSWHG D SROLF\ SURYLGLQJ IRU DQ DQQXDO ³VD\-RQ-SD\´ DGYLVRU\ YRWH ,Q DFFRUGDQFH ZLWK WKLV SROLF\ DQG 6HFWLRQ 14$ RI WKH 6HFXULWLHV ([FKDQJH $FW RIThe Board has adopted a policy providing for an annual “say-on-pay” advisory vote. In accordance with this policy and Section 14A of the Securities Exchange Act of 1934, ~~DV DPHQGHG, HQDFWHG DV SDUW RI WKH 'RGG-)UDQN :DOO 6WUHHW 5HIRUP~~as amended, enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and as a matter of good corporate governance, we are providing our shareholders with an DGYLVRU\ (QRQ-ELQGLQJ) YRWH WR DSSURYH WKH FRPSHQVDWLRQ RI RXU QDPHG H[HFXWLYH RI¿FHUV DV GLVFORVHG LQ WKLV SUR[\ VWDWHPHQW 7KLV YRWH LV DGYLVRU\ RQO\, DQG LW LV QRW ELQGLQJ RQ 7H[WURQ RU RQ RXU %RDUG RI 'LUHFWRUV $OWKRXJK WKH YRWH LV QRQ-ELQGLQJ, WKHadvisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this proxy statement. This vote is advisory only, and it is not binding on Textron or on our Board of Directors. Although the vote is non-binding, the Organization and Compensation Committee (the “Committee”) and the Board will carefully consider the outcome of the vote when making future compensation decisions.

Textron’s Board of Directors believes that the Company’s executive compensation program is working to align management’s ~~LQWHUHVWV ZLWK WKRVH RI RXU VKDUHKROGHUV WR VXSSRUW ORQJ-WHUP YDOXH FUHDWLRQ $FFRUGLQJO\, 7H[WURQ VKDUHKROGHUV DUH EHLQJ~~interests with those of our shareholders to support long-term value creation. Accordingly, Textron shareholders are being asked to vote “FOR” the following advisory resolution at the annual meeting: ~~“RESOLVED,~~

“RESOLVED, that the shareholders approve, on an advisory basis, the Company’s compensation of its named executive ~~RI¿FHUV, DV GLVFORVHG LQ WKH 3UR[\ 6WDWHPHQW IRU WKH 2018 $QQXDO 0HHWLQJ RI 6KDUHKROGHUV SXUVXDQW WR WKH FRPSHQVDWLRQ~~officers, as disclosed in the Proxy Statement for the 2020 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the FRPSHQVDWLRQ WDEOHV UHJDUGLQJ QDPHG H[HFXWLYH RI¿FHU FRPSHQVDWLRQ, WRJHWKHU ZLWK WKH DFFRPSDQ\LQJ QDUUDWLYH GLVFORVXUH ´ 8QOHVV WKH %RDUG PRGL¿HV LWV SROLF\ RQ WKH IUHTXHQF\ RI IXWXUH VD\-RQ-SD\ DGYLVRU\ YRWHV, WKH QH[W VD\-RQ-SD\ DGYLVRU\ YRWHcompensation tables regarding named executive officer compensation, together with the accompanying narrative disclosure.”

Unless the Board modifies its policy on the frequency of future say-on-pay advisory votes, the next say-on-pay advisory vote will be held at the ~~2019~~2021 Annual Meeting of Shareholders. ~~The Board of Directors recommends a vote “FOR” the resolution approving the Company’s executive compensation (Item 2 on the proxy card). 49~~


	The Board of Directors recommends a vote “FOR” the resolution approving the Company’s executive compensation (Item 2 on the proxy card).

TEXTRON ~~2018~~2020 PROXY STATEMENT

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~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 ~~SXEOLF DFFRXQWLQJ ¿UP UHWDLQHG WR DXGLW 7H[WURQ¶V ¿QDQFLDO VWDWHPHQWV. 7KH $XGLW &RPPLWWHH KDV DSSRLQWHG (UQVW~~public accounting firm retained to audit Textron’s financial statements. The Audit Committee has appointed Ernst & ~~<RXQJ //3 WR VHUYH DV WKH &RPSDQ\¶V LQGHSHQGHQW UHJLVWHUHG SXEOLF DFFRXQWLQJ ¿UP IRU 2018. (UQVW~~Young LLP to serve as the Company’s independent registered public accounting firm for 2020. Ernst & ~~<RXQJ //3 RU LWV SUHGHFHVVRUV KDYH VHUYHG DV WKH LQGHSHQGHQW UHJLVWHUHG SXEOLF DFFRXQWLQJ ¿UP IRU WKH &RPSDQ\ IRU RYHU WZHQW\ \HDUV. ,Q DGGLWLRQ WR~~Young LLP or its predecessors have served as the independent registered public accounting firm 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. ~~7KH $XGLW &RPPLWWHH DQG WKH %RDUG EHOLHYH WKDW WKH DSSRLQWPHQW RI WKH ¿UP RI (UQVW~~

The Audit Committee and the Board believe that the appointment of the firm of Ernst & ~~<RXQJ //3 WR DXGLW 7H[WURQ¶V FRQVROLGDWHG ¿QDQFLDO VWDWHPHQWV IRU 2018 LV LQ WKH EHVW LQWHUHVWV RI WKH &RPSDQ\ DQG LWV VKDUHKROGHUV DQG SURSRVH DQG~~Young LLP to audit Textron’s consolidated financial statements for 2020 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 ~~SXEOLF DFFRXQWLQJ ¿UP IRU 2018. $OWKRXJK UDWL¿FDWLRQ LV QRW UHTXLUHG E\ RXU %\-/DZV RU RWKHUZLVH WKH $XGLW &RPPLWWHH LV VXEPLWWLQJ WKH VHOHFWLRQ RI (UQVW~~public accounting firm for 2020.

Although ratification 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 DQQXDO ¿QDQFLDO VWDWHPHQWV WKH UHYLHZV RI WKH ¿QDQFLDO VWDWHPHQWV LQ 7H[WURQ¶V )RUPV 10-4 DQG RWKHU VHUYLFHV LQ FRQQHFWLRQ ZLWK VWDWXWRU\ DQG UHJXODWRU\ ¿OLQJV DQG HQJDJHPHQWV IRU 2016 DQG 2017 DQG IHHV ELOOHG IRU DXGLW-UHODWHG VHUYLFHV WD[ VHUYLFHVannual financial statements, the reviews of the financial statements in Textron’s Forms 10-Q, and other services in connection with statutory and regulatory filings and engagements for 2018 and 2019 and fees billed for audit-related services, tax services and all other services rendered by Ernst & Young LLP in ~~2016~~2018 and 2017. ($ in thousands) Audit Fees $XGLW-5HODWHG )HHV (1) Tax Fees (2) All Other Fees $8,844 713 112 0 $ 9,434 1 475 66 0 (1) $XGLW-UHODWHG IHHV LQFOXGH IHHV IRU HPSOR\HH EHQH¿W SODQ DXGLWV DWWHVW VHUYLFHV QRW UHTXLUHG E\ VWDWXWH RU UHJXODWLRQ DQG FRQVXOWDWLRQV FRQFHUQLQJ ¿QDQFLDO DFFRXQWLQJ DQG UHSRUWLQJ PDWWHUV QRW FODVVL¿HG DV DXGLW. (2) 2019.


Fee Type	2018		2019
	($ in thousands)
Audit Fees	$	9,531	$	12,094
Audit-Related Fees⁽¹⁾		922		579
Tax Fees⁽²⁾		61		11
All Other Fees		0		0
Total Fees	$	10,514	$	12,684

⁽¹⁾	Audit-related fees include fees for employee benefit plan audits, attest services not required by statute or regulation, and consultations concerning financial accounting and reporting matters not classified 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 approved 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 ~~relating to consultations~~ and compliance. 8QGHU WKH $XGLW DQG 1RQ-$XGLW 6HUYLFHV 3UH-$SSURYDO 3ROLF\ DGRSWHG E\ WKH $XGLW &RPPLWWHH DOO DXGLW DQG QRQ-DXGLW VHUYLFHV WR EH SHUIRUPHG E\ WKH LQGHSHQGHQW DXGLWRU IRU 7H[WURQ UHTXLUH SUH-DSSURYDO E\ WKH $XGLW &RPPLWWHH. 7KH $XGLW &RPPLWWHH PD\ GHOHJDWH SUH-DSSURYDO DXWKRULW\ WR RQH RU PRUH RI LWV PHPEHUV. $Q\ SUH-DSSURYDOV SXUVXDQW WR GHOHJDWHG DXWKRULW\ VKDOO EH UHSRUWHG WR WKH $XGLW &RPPLWWHH DW LWV QH[W VFKHGXOHG PHHWLQJ. 7KH $XGLW &RPPLWWHH FDQQRW GHOHJDWH SUH-DSSURYDO authority to management. $OO DXGLW-UHODWHG VHUYLFHV WD[ VHUYLFHV DQG RWKHU VHUYLFHV IRU 2017 ZHUH SUH-DSSURYHG E\ WKH $XGLW &RPPLWWHH ZKLFKother services for 2019 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. ~~7KH %RDUG RI 'LUHFWRUV UHFRPPHQGV D YRWH ´)25µ UDWLÀFDWLRQ RI WKH DSSRLQWPHQW E\ WKH $XGLW &RPPLWWHH RI Ernst & Young LLP (Item 3 on the proxy card). 50~~

The Board of Directors recommends a vote “FOR” ratification of
the appointment by the Audit Committee of Ernst & Young LLP
(Item 3 on the proxy card).

54 TEXTRON ~~2018~~2020 PROXY STATEMENT ~~Total Fees$9,669$10,975 20162017~~

OTHER MATTERS TO COME BEFORE THE MEETING

SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT 0U. .HQQHWK 6WHLQHU RI 14 6WRQHU $YH., 20, *UHDW 1HFN, 1< 11021, RZQHU RI DW OHDVW 500 VKDUHV RI RXU FRPPRQ VWRFN, KDV given notice of his designation of John Chevedden as his proxy to introduce the following resolution at the annual meeting. The shareholder proposal and supporting statement appear as received by us. Following the shareholder proposal is our response. Proposal 4—Right to Act by Written Consent Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law. 7KLV SURSRVDO WRSLF ZRQ PDMRULW\ VKDUHKROGHU VXSSRUW DW 13 PDMRU FRPSDQLHV LQ D VLQJOH \HDU. 7KLV LQFOXGHG 67%-VXSSRUW DW both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Taking action by written consent saves the expense of holding a special shareholder meeting. Our Company now requires 25% of shares to call a special meeting—a higher level than the 10% of shares permitted by Delaware law. Scores of Fortune 500 companies provide for both shareholder rights—to act by written consent and to call a special meeting. Our higher 25% threshold for shareholders to call a special meeting is one more reason that we should KDYH WKH ULJKW WR DFW E\ ZULWWHQ FRQVHQW. (7KH IDFW WKDW RXU /HDG 'LUHFWRU FDQQRW FDOO D VSHFLDO PHHWLQJ PD\ EH D UHG ÀDJ that our Board does not believe in the role of a strong Lead Director.) 6KDUHKROGHU ZULWWHQ FRQVHQW DQG VKDUHKROGHU-FDOOHG VSHFLDO PHHWLQJV FDQ EH 2 PHDQV WR HOHFW GLUHFWRUV ZLWK EHWWHU TXDOL¿FDWLRQV WKDQ FXUUHQW GLUHFWRUV DIWHU 2018. 2XU %RDUG PD\ KDYH D UHIUHVKPHQW SUREOHP ZLWK IRXU GLUHFWRUV KDYLQJ WHQXUH EH\RQG 16-\HDUV 3DXO *DJQp /DZUHQFH )LVK &KDUOHV 3RZHOO .DWKOHHQ %DGHU 22-\HDUV 18-\HDUV 16-\HDUV 16-\HDUV Plus, Paul Gagné had previous directorships tainted by bankruptcies and nonetheless is on the audit and executive pay committees. Mr. Fish has a previous directorship tainted by a bankruptcy and nonetheless is on the nomination and executive pay committees. Mr. Powell is also on our nomination committee. Ms. Bader is also the Board’s Lead Director, an important role which demands greater independence. Long tenure can challenge the independence of any director no matter how TXDOL¿HG. $QG 3 GLUHFWRUV ZHUH EH\RQG DJH 74. 3OHDVH YRWH WR LQFUHDVH RXU RSWLRQV WR HQVXUH WKH EHVW TXDOL¿HG GLUHFWRUV Right to Act by Written Consent—Proposal 4 Our Response to the Shareholder Proposal The Board of Directors recommends a vote AGAINST this shareholder proposal. The Board has carefully considered the shareholder proposal and the rejection by Textron’s shareholders of a substantially similar proposal submitted by the same proponent at the 2014 Annual Meeting of Shareholders. As in 2014, the Board believes that the proposal is contrary to the best interests of Textron and its shareholders. Moreover, it is unnecessary in light of the existing ability of Textron’s shareholders to call special meetings of shareholders and our shareholders’ right to proxy access. For the reasons discussed below, the Board recommends that shareholders vote AGAINST the proposal. The Board believes that Textron’s current governance processes, whereby corporate actions proposed by shareholders are FRQVLGHUHG DQG YRWHG RQ DW DQ DQQXDO RU VSHFLDO PHHWLQJ RI WKH VKDUHKROGHUV RI ZKLFK DOO VKDUHKROGHUV DUH QRWL¿HG, SURYLGH GH¿QLWLYH SURWHFWLRQV DQG EHQH¿WV WR RXU VKDUHKROGHUV WKDW DUH DEVHQW LQ WKH ZULWWHQ FRQVHQW SURFHVV FDOOHG IRU E\ WKLV SURSRVDO. 51 TEXTRON 2018 PROXY STATEMENT

7H[WURQ¶V 5HVWDWHG &HUWL¿FDWH RI ,QFRUSRUDWLRQ VSHFL¿FDOO\ SURKLELWV VKDUHKROGHU DFWLRQ E\ OHVV WKDQ XQDQLPRXV ZULWWHQ FRQVHQW. 7KLV is to ensure that all shareholders are informed of critical matters affecting the Company and of the Board’s views before shareholder DFWLRQ LV UHTXHVWHG DQG WDNHQ DYRLGLQJ DEXVLYH VLWXDWLRQV WKDW FDQ DULVH ZKHQ VKDUHKROGHUV FDQ DFW E\ ZULWWHQ FRQVHQW VXFK DV VKRUW-term shareholders acting without notice and without opportunity for all shareholders to consider a proposed action. 7H[WURQ¶V $PHQGHG DQG 5HVWDWHG %\-/DZV FRQWDLQ VXEVWDQWLDO VDIHJXDUGV WR SURWHFW WKH LQWHUHVWV RI VKDUHKROGHUV E\ UHTXLULQJ that shareholders proposing business for a shareholder vote either submit their proposals for consideration at the annual meeting pursuant to the SEC’s shareholder proposal process or provide advance notice to the Companydoes not know of any proposed director nomination or proposed business. If a proposal or nomination is not included in Textron’s proxy statement, the advance QRWLFH E\-ODZ UHTXLUHV VKDUHKROGHUV WR SURYLGH FHUWDLQ LQIRUPDWLRQ DERXW WKHPVHOYHV DQ\ QRPLQHH DQG WKH SURSRVHG EXVLQHVV including a description of the proposed business, the reason for conducting the business atmatters which will be brought before the meeting and disclosure of any material interest of the proponent in such proposed business. Under this process, the Company is able to make certain that all shareholders are made aware of the matters that are to be considered at a meeting of shareholders, and the Board is able to present an analysis of such proposals and its recommendations to the Company’s shareholders. Moreover, when proposals or nominations are considered at a meeting of shareholders, shareholders are assured of having an appropriate time to consider such matters, engage in dialogue with the Company and other shareholders and to vote for or against the matter. In contrast, authorizing shareholder action by written consent, as requested by the proposal, would enable a small group of shareholders to accumulate Textron shares for only a short time and use the consent procedure to take action without the procedural safeguards attendant to a shareholders’ meeting, including without notice to other shareholders and without affording all shareholders the right to vote on the matter. Without these procedural safeguards, action by written consent PD\ EH XVHG WR IRUFH ZKROHVDOH DPHQGPHQWV WR WKH &RPSDQ\¶V %\-/DZV RU WR HIIHFW RWKHU VLJQL¿FDQW FRUSRUDWH DFWLRQV without advance notice to, or participation by, all shareholders. Shareholder action by written consent as contemplated by WKH SURSRVDO ZRXOG HOLPLQDWH WKH EHQH¿WV RI DGYDQFH QRWLFH DERXW WKH SURSRQHQW RU WKH SURSRVDO DQG ZRXOG HOLPLQDWH WKH EHQH¿W RI KHDULQJ WKH YLHZV RI RWKHU VKDUHKROGHUV RU RI WKH %RDUG. 7KHUHIRUH DOORZLQJ DFWLRQ E\ ZULWWHQ FRQVHQW FDQ UHVXOW LQ a majority of shareholders not being informed about the proposed action until after the action has already been taken, thereby disenfranchising those shareholders who do not have the opportunity to be informed or to participate. This could result in the taking of an action that otherwise would not have been taken if all of our shareholders were afforded the opportunity to discuss and vote on the matter. As a result, this proposal could have adverse consequences to our shareholders and the Company. Shareholder action by written consent as requested by the proposal also has the potential to create substantial confusion among our shareholders. Multiple groups of shareholders would be able to solicit written consents at any time and as often as WKH\ FKRRVH RQ PDWWHUV RI VSHFLDO LQWHUHVW WR WKHP. 7KHUH DOVR LV WKH SRVVLELOLW\ WKDW FRQVHQW VROLFLWDWLRQV PD\ FRQÀLFW ZLWK RQH another or be duplicative, be disruptive to the Company’s operations and cause the Company to incur substantial expense. 0RUHRYHU LQ DGGLWLRQ WR WKH SURWHFWLRQV DQG VDIHJXDUGV SURYLGHG E\ RXU FXUUHQW JRYHUQDQFH SURFHVVHV RXU E\-ODZV SURYLGH RXU shareholders with additional rights that make adoption of this proposal unnecessary. Those rights include the right to proxy access, implemented by the Board in 2016, which allows eligible shareholders to include their own director nominees in the Company’s SUR[\ PDWHULDOV IRU FRQVLGHUDWLRQ DW RXU DQQXDO PHHWLQJ. ,Q DGGLWLRQ XQGHU RXU %\-/DZV VKDUHKROGHUV ZKR KROG WZHQW\-¿YH SHUFHQW of our outstanding shares have the right to call special meetings of shareholders if the need arises for shareholders to consider DQG YRWH RQ PDWWHUV EHWZHHQ DQQXDO PHHWLQJV. 2XU %\-/DZV LPSRVH QRWLFH DQG RWKHU UHTXLUHPHQWV WR H[HUFLVH WKH ULJKW WR SUR[\ DFFHVV DQG RQ WKH VSHFLDO PHHWLQJ SURFHVV WR JXDUG DJDLQVW WKH H[HUWLRQ RI LQDSSURSULDWH LQÀXHQFH E\ VKDUHKROGHUV ZLWK VSHFLDO LQWHUHVWV WKDW PD\ EH LQFRQVLVWHQW ZLWK WKH ORQJ-WHUP EHVW LQWHUHVWV RI 7H[WURQ DQG RXU VKDUHKROGHUV LQ JHQHUDO. 7KH %RDUG EHOLHYHV RXU H[LVWLQJ E\-ODZ SURYLVLRQV DOORZLQJ VKDUHKROGHUV SUR[\ DFFHVV DQG WKH ULJKW WR FDOO VSHFLDO PHHWLQJV strike the right balance between the rights of shareholders to have a voice in driving the Company’s governance, on the one hand, and protecting against abusive actions that may disrupt the effective management of the Company and be detrimental to shareholder interests, on the other. In contrast, adopting this proposal and giving shareholders the ability to act by written consent would allow any shareholder, regardless of ownership interest, to initiate a potentially unlimited number of consent solicitations on any topic at any time which could enable a single shareholder to advance its own special interests to the detriment of the majority of shareholders. The Board believes that the potential for abuse and disenfranchisement of minority shareholders and other adverse consequences associated with the right to act by less than unanimous written consent RXWZHLJKV DQ\ SRWHQWLDO EHQH¿WV WR RXU VKDUHKROGHUV IURP WKLV SURSRVDO. Accordingly, the Board of Directors recommends a vote AGAINST this proposal (Item 4 on the proxy card). 52 TEXTRON 2018 PROXY STATEMENT

SHAREHOLDER PROPOSAL REGARDING DIRECTOR TENURE LIMIT 0U. :LOOLDP 6WHLQHU ZLWK DQ DGGUHVV F/R .RPORVV\ /DZ, 3$, 4700 6KHULGDQ 6W. 6XLWH -, +ROO\ZRRG, )/ 33021, RZQHU RI DW OHDVW 500 shares of our common stock, has given notice of his designation of John Chevedden as his proxy to introduce the following resolution at the annual meeting. The shareholder proposal and supporting statement appear as received by us. Following the shareholder proposal is our response. Proposal 5—Director Tenure Limit 6KDUHKROGHUV UHTXHVW RXU %RDUG RI 'LUHFWRUV WR DGRSW DV SROLF\ D 15-\HDU WHQXUH OLPLW IRU VHUYLFH RQ WKH %RDUG RI 'LUHFWRUV. 7KH %RDUG RI 'LUHFWRUV ZRXOG KDYH GLVFUHWLRQ WR GHWHUPLQH WKH GHWDLOV RI WKH GH¿QLWLRQ RI WKH 15-\HDU OLPLW (ZLWK DFFRPSDQ\LQJ MXVWL¿FDWLRQ) VXFK DV DOORZLQJ XS WR 15-\HDUV DQG 364 GD\V VHUYLFH. 7KLV ZRXOG LQFOXGH D SURYLVLRQ WKDW PDQDJHPHQW ZRXOG KDYH WKH GLVFUHWLRQ WR implement an orderly transition to this requirement should there be a temporary deviation in meeting this requirement. /RQJ-WHQXUH FDQ LPSDLU WKH LQGHSHQGHQFH RI D GLUHFWRU QR PDWWHU KRZ ZHOO TXDOL¿HG. $QG LQGHSHQGHQFH LV DQ DOO-LPSRUWDQW TXDOL¿FDWLRQ IRU D 'LUHFWRU. $ GLUHFWRU ZKR ODFNV LQGHSHQGHQFH FDQQRW SURWHFW WKH LQWHUHVW RI VKDUHKROGHUV. $W 7H[WURQ, WKH IROORZLQJ directors had excessive tenure: 3DXO *DJQp /DZUHQFH )LVK &KDUOHV 3RZHOO .DWKOHHQ %DGHU 22-\HDUV 18-\HDUV 16-\HDUV 16-\HDUV Please vote to enhance the independence of our directors: Director Tenure Limit – Proposal 5 Our Response to the Shareholder Proposal The Board of Directors recommends a vote AGAINST this shareholder proposal. The Board has carefully considered this shareholder proposal and believes that the proposal is contrary to the best interests RI 7H[WURQ DQG LWV VKDUHKROGHUV. 7KH %RDUG EHOLHYHV WKDW WHUP OLPLWV DUH QRW DSSURSULDWH EHFDXVH WKH\ FRXOG SUHYHQW TXDOL¿HG, experienced and effective directors from serving on the Board. In addition, the Board believes that term limits are unnecessary due to the Board’s robust nomination process, recent board succession actions, emphasis on director independence, and other corporate governance practices. To assess the composition of the Board and the future requirements for Board members, the Nominating and Corporate *RYHUQDQFH &RPPLWWHH DQQXDOO\ UHYLHZV WKH UHVXOWV RI WKH VHOI-HYDOXDWLRQ FRQGXFWHG E\ WKH %RDUG DQG HDFK RI LWV WKUHH FRPPLWWHHV, WKH &RPSDQ\¶V EXVLQHVV VWUDWHJ\ DQG WKH VNLOOV, TXDOL¿FDWLRQV, DQG H[SHULHQFH QHHGHG RQ WKH %RDUG WR VXSSRUW WKDW VWUDWHJ\, DQG WKH PL[ RI VNLOOV, TXDOL¿FDWLRQV, DQG H[SHULHQFH RI RXU H[LVWLQJ GLUHFWRUV. :LWK WZR UHFHQW UHWLUHPHQWV (/RUG 3RZHOO and Mr. Hancock) and one upcoming retirement (Mr. Evans) due to our Board’s mandatory retirement age, our Board has engaged in a careful and thorough board refreshment process over the past two years which resulted in the addition of three exceptional new members to our Board. Ms. Zuber, Mr. Heath and Ms. James each bring to our Board a variety of backgrounds, skills and experience that will help support our Company and our Board. The Board believes that its robust Board succession, HYDOXDWLRQ, DQG QRPLQDWLRQ SURFHVV LV VXSHULRU WR WKH LPSRVLWLRQ RI LQÀH[LEOH %RDUG TXDOL¿FDWLRQ FULWHULD VXFK DV WHUP OLPLWV. 53 TEXTRON 2018 PROXY STATEMENT

7KH %RDUG EHOLHYHV WKDW LW EHQH¿WV IURP WKH NQRZOHGJH DQG LQVLJKW FRQFHUQLQJ WKH &RPSDQ\¶V RSHUDWLRQV, LQGXVWU\ DQG ORQJ-WHUP strategies that experienced directors bring, and believes that it is inappropriate to limit service by a particular individual on the EDVLV RI WHQXUH DORQH. ,QVWHDG, WKH EDODQFH RI ORQJHU DQG VKRUWHU WHQXUHV RQ RXU %RDUG FRPELQHV WKH EHQH¿W RI IUHVK RXWORRNV DQG QHZ SHUVSHFWLYHV ZLWK GHHS H[SHULHQFH VSHFL¿F WR RXU &RPSDQ\ DQG LWV YDULRXV EXVLQHVV DFWLYLWLHV. With regard to the independence of our directors, the Company’s Corporate Governance Guidelines and Policies require that a substantial majority of our directors meet stringent independence standards which comply with New York Stock Exchange OLVWLQJ VWDQGDUGV. 7KH %RDUG DQQXDOO\ UHYLHZV DQG GHWHUPLQHV WKH LQGHSHQGHQFH RI HDFK 'LUHFWRU DQG QR 'LUHFWRU TXDOL¿HV DV ³LQGHSHQGHQW´ XQOHVV WKH %RDUG RI 'LUHFWRUV DI¿UPDWLYHO\ GHWHUPLQHV WKDW WKH 'LUHFWRU KDV QR PDWHULDO UHODWLRQVKLS ZLWK WKH &RPSDQ\ (HLWKHU GLUHFWO\ RU DV D SDUWQHU, VKDUHKROGHU RU RI¿FHU RI DQ RUJDQL]DWLRQ WKDW KDV D UHODWLRQVKLS ZLWK WKH &RPSDQ\). All of our directors, other than Mr. Donnelly, are independent under these stringent standards. For the foregoing reasons, the Board believes that the arbitrary term limit contemplated by this proposal is unnecessary and FRXQWHUSURGXFWLYH WR RXU %RDUG¶V DSSURDFK WR LGHQWLI\LQJ, UHFUXLWLQJ DQG UHWDLQLQJ TXDOL¿HG, H[SHULHQFHG DQG HIIHFWLYH GLUHFWRUV who contribute to the diversity of background, skills and experiences represented on the Board and who work hard to support shareholder value. Accordingly, the Board of Directors recommends a vote AGAINST this proposal (Item 5 on the proxy card). 54 TEXTRON 2018 PROXY STATEMENT

~~OTHER MATTERS TO COME BEFORE THE MEETING 7KH %RDUG RI 'LUHFWRUV GRHV QRW NQRZ RI DQ\ PDWWHUV ZKLFK ZLOO EH EURXJKW EHIRUH WKH PHHWLQJ RWKHU WKDQ WKRVH VSHFL¿FDOO\ VHW~~those specifically set forth in the notice thereof. If any other matter properly comes before the meeting, it is intended that the persons named in and acting under the enclosed form of proxy or their substitutes will vote thereon in accordance with their best judgment. ~~SHAREHOLDER PROPOSALS AND OTHER MATTERS FOR 2019 ANNUAL MEETING~~

SHAREHOLDER PROPOSALS AND OTHER MATTERS FOR 2021 ANNUAL MEETING

Shareholder proposals to be considered for inclusion in the proxy statement and form of proxy relating to the ~~2019~~2021 annual meeting ~~RI VKDUHKROGHUV XQGHU 5XOH 14D-8 XQGHU WKH 6HFXULWLHV ([FKDQJH $FW RI~~of shareholders under Rule 14a-8 under the Securities Exchange Act of 1934, ~~DV DPHQGHG PXVW EH UHFHLYHG E\ 7H[WURQ DW~~as amended, must be received by Textron, at 40 Westminster Street, Providence, Rhode Island 02903, Attention: Executive Vice President, General Counsel and Secretary, on or before November ~~7, 2018.~~ 6, 2020.

Our shareholders have proxy access, which allows a shareholder or group of up to 20 shareholders owning in the aggregate 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials ~~GLUHFWRU QRPLQHHV FRQVWLWXWLQJ XS WR~~director nominees constituting up to 20% RI WKH QXPEHU RI GLUHFWRUV LQ RI¿FH RU WZR QRPLQHHV ZKLFKHYHU LV JUHDWHU SURYLGHG WKH VKDUHKROGHU(V) DQG QRPLQHH(V) VDWLVI\ WKH UHTXLUHPHQWV LQ 7H[WURQ¶V $PHQGHG DQG 5HVWDWHG %\-/DZV. ,I D VKDUHKROGHU RU JURXSof the number of directors in office or two nominees, whichever is greater, provided the shareholder(s) and nominee(s) satisfy the requirements in Textron’s By-Laws. If a shareholder or group of shareholders wishes to nominate one or more director candidates to be included in the Company’s proxy statement for the ~~2019~~2021 annual meeting, we must receive proper written notice of the nomination not less than 120 or more than 150 days before ~~WKH DQQLYHUVDU\ GDWH WKDW WKH GH¿QLWLYH SUR[\ VWDWHPHQW ZDV ¿UVW UHOHDVHG WR VKDUHKROGHUV LQ FRQQHFWLRQ ZLWK WKH LPPHGLDWHO\~~the anniversary date that the definitive proxy statement was first released to shareholders in connection with the immediately preceding annual meeting, or between the close of business on October 7, ~~2018~~2020 and the close of business on November ~~7, 2018 IRU WKH 2019 DQQXDO PHHWLQJ DQG WKH QRPLQDWLRQ PXVW RWKHUZLVH FRPSO\ ZLWK RXU %\-/DZV. ,I WKH DQQXDO PHHWLQJ LV FDOOHG IRU D~~6, 2020 for the 2021 annual meeting, and the nomination must otherwise comply with our By-Laws. If the annual meeting is called for a date that is more than 30 days before or after the anniversary date, then the notice must be received no later than the close of business on the 120th day prior to such meeting and no earlier than the close of business on the 150th day prior to such meeting RUor 10 ~~GD\V DIWHU SXEOLF GLVFORVXUH RI WKH PHHWLQJ LV ¿UVW PDGH ZKLFKHYHU RFFXUV ODWHU.~~ days after public disclosure of the meeting is first made, whichever occurs later.

If shareholders instead wish to bring other business before a shareholder meeting, timely notice must be received by Textron in ~~DGYDQFH RI WKH PHHWLQJ. 8QGHU 7H[WURQ¶V %\-/DZV VXFK QRWLFH PXVW EH UHFHLYHG QRW OHVV WKDQ~~advance of the meeting. Under Textron’s By-Laws, such notice must be received not less than 90 ~~QRU PRUH WKDQ~~nor more than 150 ~~GD\V EHIRUH~~days before the anniversary date of the immediately preceding annual meeting of shareholders or between November ~~26, 2018~~30, 2020 and the close of business on January ~~25, 2019,~~29, 2021 for the ~~2019~~2021 annual meeting (but if the annual meeting is called for a date that is more than 30 days before or more than 60 days after the anniversary date, then the notice must be received no later than the close of ~~EXVLQHVV RQ WKH 90WK GD\ EHIRUH WKH GDWH RI WKH DQQXDO PHHWLQJ RU~~business on the 90th day before the date of the annual meeting or 10 ~~GD\V DIWHU SXEOLF GLVFORVXUH RI WKH PHHWLQJ LV ¿UVW PDGH ZKLFKHYHU RFFXUV ODWHU)~~days after public disclosure of the meeting is first made, whichever occurs later). 7KH QRWLFH PXVW LQFOXGH WKH LQIRUPDWLRQ UHTXLUHG E\ RXU %\-/DZV. 7KHVH UHTXLUHPHQWV DUH VHSDUDWH IURP WKH UHTXLUHPHQWV D VKDUHKROGHU PXVW PHHW WR KDYH D SURSRVDO LQFOXGHG LQ 7H[WURQ¶V SUR[\ VWDWHPHQW XQGHU 5XOH 14D-8. 7KHVH WLPH OLPLWV DOVR DSSO\ WR QRPLQDWLRQV VXEPLWWHG E\ VKDUHKROGHUV XQGHU RXU %\-/DZV DQG LQ GHWHUPLQLQJ ZKHWKHU QRWLFH LVThe notice must include the information required by our By-Laws. These requirements are separate from the requirements a shareholder must meet to have a proposal included in Textron’s proxy statement under Rule 14a-8. These time limits also apply to nominations submitted by shareholders under our By-Laws and in determining whether notice is timely for purposes of rules adopted by the Securities and Exchange Commission relating to the exercise of discretionary voting authority by Textron. 55

TEXTRON ~~2018~~2020 PROXY STATEMENT

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS 7KH EURNHU, EDQN RU RWKHU QRPLQHH IRU DQ\ VKDUHKROGHU ZKR LV D EHQH¿FLDO RZQHU, EXW QRW WKH UHFRUG KROGHU, RI WKH &RPSDQ\¶V VKDUHV PD\ GHOLYHU RQO\ RQH FRS\ RI WKH &RPSDQ\¶V SUR[\ VWDWHPHQW DQG DQQXDO UHSRUW, RU D 1RWLFH RI ,QWHUQHW $YDLODELOLW\ (DThe broker, bank or other nominee for any shareholder who is a beneficial owner, but not the record holder, of the Company’s shares may deliver only one copy of the Company’s proxy statement and annual report, or a Notice of Internet Availability (a “Notice”), as applicable, to multiple shareholders who share the same address, unless that broker, bank or other nominee has UHFHLYHG FRQWUDU\ LQVWUXFWLRQV IURP RQH RU PRUH RI WKH VKDUHKROGHUV. 7KH &RPSDQ\ ZLOO GHOLYHU SURPSWO\, XSRQ ZULWWHQ RU RUDO UHTXHVW, D VHSDUDWH FRS\ RI WKH SUR[\ VWDWHPHQW DQG DQQXDO UHSRUW RU D 1RWLFH, DV DSSOLFDEOH, WR D VKDUHKROGHU DW D VKDUHG DGGUHVV WR ZKLFK D VLQJOH FRS\ ZDV GHOLYHUHG. $ VKDUHKROGHU ZKR ZLVKHV WR UHFHLYH D VHSDUDWH FRS\ RI WKH SUR[\ VWDWHPHQW DQG DQQXDO UHSRUW RU D 1RWLFH, QRZ RU LQ WKH IXWXUH, VKRXOG VXEPLW WKHLU UHTXHVW WR WKH &RPSDQ\ E\ WHOHSKRQH DWreceived contrary instructions from one or more of the shareholders. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement and annual report or a Notice, as applicable, to a shareholder at a shared address to which a single copy was delivered. A shareholder who wishes to receive a separate copy of the proxy statement and annual report or a Notice, now or in the future, should submit their request to the Company by telephone at (401) 457-2288 ~~RU E\ VXEPLWWLQJ D ZULWWHQ UHTXHVW WR WKH 6HFUHWDU\ DW 7H[WURQ ,QF.~~or by submitting a written request to the Secretary at Textron Inc., 40 ~~:HVWPLQVWHU 6WUHHW, 3URYLGHQFH, 5KRGH ,VODQG~~Westminster Street, Providence, Rhode Island 02903. ~~%HQH¿FLDO~~Beneficial owners sharing an address who are receiving multiple copies of these materials and wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. ~~%\ RUGHU RI WKH %RDUG RI 'LUHFWRUV,~~

By order of the Board of Directors,

(Image)

E. Robert Lupone

Executive Vice President, General Counsel and Secretary ~~0DUFK 7, 2018~~

March 6, 2020

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE
YOUR PROXY VIA INTERNET OR TELEPHONE OR, IF YOU RECEIVED PRINTED PROXY MATERIALS, FILL IN, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED. ~~TETXETXRTORONN20210818PRPOROXYXYSTSATTAETMEMENETNT 564~~

56 TEXTRON 2020 PROXY STATEMENT

VIEW MATERIALS & VOTE w SCAN TO TEXTRON INC. 40 WESTMINSTER STREET PROVIDENCE, RI 02903 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand, and follow the instructions to cast your vote. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SAVING PLAN SHARES Voting instructions for shares in the Textron savings plans, whether voted by Internet, phone or mail, must be received by 11:59 P.M. Eastern Time on April 22, 2018. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E37730-P01183-Z71648 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. TEXTRON INC. The Board of Directors recommends you vote "FOR" the following nominees: 1. Election of Directors For ! ! ! ! ! ! ! ! ! ! ! Against ! ! ! ! ! ! ! ! ! ! ! Abstain ! ! ! ! ! ! ! ! ! ! ! 1a. Scott C. Donnelly The Board of Directors recommends you vote "FOR" Proposals 2 and 3. For Against Abstain ! ! ! ! ! ! 1b. Kathleen M. Bader 2. Approval of the advisory (non-binding) resolution to approve executive compensation. Ratification of appointment of independent registered public accounting firm. 1c. R. Kerry Clark 3. 1d. James T. Conway The Board of Directors recommends you vote "AGAINST" Proposals 4 and 5. ! ! ! ! ! ! 1e. Lawrence K. Fish 4. Shareholder proposal regarding shareholder action by written consent. Shareholder proposal regarding director tenure limit. 1f. Paul E. Gagné 5. 1g. Ralph D. Heath 1h. Deborah Lee James 1i. Lloyd G. Trotter 1j. James L. Ziemer 1k. Maria T. Zuber ! For address changes and/or comments, please check this box and write them on the back where indicated. Please indicate if you plan to attend this meeting. Note: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. ! Yes ! No Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Corporate Information

Corporate Headquarters

Textron Inc.

40 Westminster Street

Providence, RI 02903

(401) 421-2800

www.textron.com

Annual Meeting

Textron’s annual meeting of shareholders will be

held on Wednesday, April 29, 2020, at 11 a.m.

at Textron Inc., 40 Westminster Street, 18th Floor,

Providence, RI 02903.

Transfer Agent, Registrar and

Dividend Paying Agent

For shareholder services such as change of address,

lost certificates or dividend checks, change in

registered ownership or the Dividend Reinvestment

Plan, write or call:

American Stock Transfer & Trust

Company, LLC

Operations Center

6201 15th Avenue

Brooklyn, NY 11219

phone: (866) 621-2790

email: info@amstock.com

Stock Exchange Information

(Symbol: TXT)

Textron common stock is listed on the New York

Stock Exchange.

Investor Relations

Textron Inc.

Investor Relations

40 Westminster Street

Providence, RI 02903

Investor Relations phone line:

(401) 457-2288

News media phone line:

(401) 457-2362

For more information, visit our website at

www.textron.com.

Company Publications and

General Information

To receive a copy of Textron’s Forms 10-K and

10-Q, Proxy Statement or Annual Report without

charge, visit our website at www.textron.com or send

a written request to Textron Investor Relations at the

address listed above. For the most recent company

news and earnings press releases, visit our website

at www.textron.com.

Textron is an Equal Opportunity Employer.

Textron Board of Directors

To contact the Textron Board of Directors or to

report concerns or complaints about accounting,

internal accounting controls or auditing matters,

you may write to Board of Directors, Textron Inc.,

40 Westminster Street, Providence, RI 02903;

call (866) 698-6655 or (401) 457-2269; or send

an email to textrondirectors@textron.com.

(Back Cover)

SCAN TO

VIEW MATERIALS & VOTE


TEXTRON INC.	VOTE BY INTERNET -www.proxyvote.comor scan the QR Barcode above
40 WESTMINSTER STREET PROVIDENCE, RI 02903	Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand, and follow the instructions to cast your vote.

	ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
	If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

	VOTE BY PHONE - 1-800-690-6903
	Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

	SAVING PLAN SHARES
	Voting instructions for shares in the Textron savings plans, whether voted by Internet, phone or mail, must be received by 11:59 P.M. Eastern Time on April 26, 2020.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E94785-P31864-Z76145	KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.	DETACH AND RETURN THIS PORTION ONLY

TEXTRON INC.

The Board of Directors recommends you vote “FOR” the following nominees:

Election of Directors

For

Against

Abstain

1a. Scott C. Donnelly

The Board of Directors recommends you vote

For

Against

Abstain

“FOR” Proposals 2 and 3.

1b. Kathleen M. Bader

2. Approval of the advisory (non-binding) resolution to approve executive compensation.

1c. R. Kerry Clark

3. Ratification of appointment of independent registered public accounting firm.

1d. James T. Conway

1e. Paul E. Gagné

1f. Ralph D. Heath

1g. Deborah Lee James

1h. Lionel L. Nowell III

1i. James L. Ziemer

1j. Maria T. Zuber

Note:In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof.

For address changes and/or comments, please check this box and write them on the back where indicated.

Please indicate if you plan to attend this meeting.

Yes

Note: Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

ANNUAL MEETING OF SHAREHOLDERS OF

TEXTRON INC.

Wednesday, April ~~25, 2018,~~29, 2020, 11:00 a.m. EDT

Textron Inc.
40 Westminster Street
Providence, Rhode Island

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL ~~25, 2018~~ 29, 2020

The ~~Company's~~Company’s Proxy Statement for the ~~2018~~2020 Annual Meeting of Shareholders and
the Annual Report to Shareholders for the fiscal year ended ~~December 30, 2017,~~January 4, 2020, including
the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended ~~December 30, 2017,~~ January 4, 2020,
are available at ~~http:~~https://investor.textron.com/investors/~~investor-resources. E37731-P01183-Z71648~~ investor-resources/annual-report-and-proxy-materials/.

E94786-P31864-Z76145

TEXTRON INC.
Proxy Solicited on Behalf of the Board of Directors for Annual Meeting of Shareholders,
April ~~25, 2018~~ 29, 2020

The undersigned hereby appoint(s) Scott C. Donnelly, Frank T. Connor and E. Robert Lupone, or any one of them, attorneys with full power of substitution and revocation to each, for and in the name of the undersigned with all the powers the undersigned would possess if personally present, to vote the shares of the undersigned in Textron Inc. as indicated on the proposals referred to on the reverse side hereof at the ~~annual meeting~~Annual Meeting of its shareholders to be held on Wednesday, April ~~25, 2018,~~29, 2020, and at any adjournments thereof, and in their or his discretion upon any other matter which may properly come before said meeting.

This card also constitutes voting instructions to the trustees under the Textron savings plans to vote, in person or by proxy, the proportionate interest of the undersigned in the shares of Common Stock of Textron Inc. held by the trustees under the plans, as described in the proxy statement.

All voting instructions for shares in the Textron savings plans, whether voted by mail, telephone or Internet, must be received by 11:59 p.m. Eastern Time on April ~~22, 2018,~~26, 2020, so that the trustees of the plans (who vote the shares on behalf of participants in the plans) have adequate time to tabulate the voting instructions. Your voting instructions will be kept confidential.

This proxy, when properly signed, will be voted as directed by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR the nominees listed herein and FOR Proposals 2 and ~~3, and AGAINST Proposals 4 and 5.~~3. If the card constitutes voting instructions to a savings plan trustee, the trustee will vote as described in the proxy statement. ~~(If~~


	Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) ~~(Continued~~

(Continued and to be signed on reverse side) ~~Address Changes/Comments:~~

Check the appropriate box:
o	Preliminary Proxy Statement
o	~~Confidential, for Use of the Commission Only (as permitted by Rule~~CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
x þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material ~~under §240.14a-12~~Under Rule 14a-12


~~Textron Inc.~~
~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

Payment of Filing Fee (Check the appropriate box):
x þ	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule ~~0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~ 0-11:

	(4)		Proposed maximum aggregate value of transaction:

	(5)		Total fee paid:
o
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule ~~0-11(a)~~0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:
		(3) Filing Party:
	(4) Date Filed:

	~~(3)~~	~~Filing Party:~~
		TEXTRON AVIATION Textron Aviation is home to the Beechcraft^®, Cessna^® and Hawker^® aircraft brands and continues to be a leader in general aviation through two principal lines of business: aircraft and aftermarket. Aircraft includes sales of business jet, turboprop and piston aircraft, as well as special mission and military aircraft. Aftermarket includes commercial parts sales, maintenance, inspection and repair services.
	~~(4)~~	~~Date Filed:~~
		BELL Bell is a leading supplier of helicopters and related spare parts and services. Bell is the pioneer of the revolutionary tiltrotor aircraft. Globally recognized for world-class customer service, innovation and superior quality, Bell’s global workforce serves customers flying Bell aircraft in more than 130 countries.

	INDUSTRIAL Our Industrial segment offers two main product lines: fuel systems and functional components produced by Kautex; and specialized vehicles such as golf cars, recreational and utility vehicles, aviation ground support equipment and professional mowers, manufactured by Textron Specialized Vehicles businesses.

	TEXTRON SYSTEMS Textron Systems’ businesses provide innovative solutions to the defense, aerospace and general aviation markets. Product lines include unmanned systems, advanced marine craft, armored vehicles, intelligent software solutions, piston engines, simulation, training and other defense and aviation mission support products and services.

	FINANCE Our Finance segment, operated by Textron Financial Corporation (TFC), is a commercial finance business that provides financing solutions for purchasers of Textron products, primarily Textron Aviation aircraft and Bell helicopters. For more than five decades, TFC has played a key role for Textron customers around the globe.


	To elect the ten director nominees named in the proxy statement to hold office until the next annual shareholders’ meeting;		Wednesday, April 29, 2020

	To approve Textron’s executive compensation on an advisory basis;		11:00 a.m. Eastern Daylight Time

	To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2020; and		Textron Inc. 40 Westminster Street Providence, Rhode Island 02903

	To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.


REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

	BY TELEPHONE Call the telephone number on your proxy card or voting instruction form.	BY MAIL If you received your materials by mail, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

	BY INTERNET You can vote your shares online atwww.proxyvote.com.	IN PERSON Attend the meeting to vote in person.


þ	Filed by the Registrant	o

Filed by a Party other than the Registranto

Information About the Annual Meeting			1

General	1	Changing or Revoking a Proxy	2
Shareholders Who May Vote	1	Required Vote	2
Internet Availability of Proxy Materials	1	Costs of Proxy Solicitation	2
Voting	1	Confidential Voting Policy	2
Savings Plan Participants	1	Attending the Meeting	2

Election of Directors			3

Board Membership Qualifications	3	Nominees for Director	3

Corporate Governance			9

Governance Highlights	9	Corporate Governance Guidelines and Policies	14
Director Independence	10	Code of Ethics	14
Leadership Structure	10	Shareholder Communications to the Board	14
Meeting Attendance	11	Director Nominations	14
Other Directorships	11	Compensation of Directors	14
Board Committees	11	Director Stock Ownership Requirements	16
Executive Committee	13	Anti-Hedging and Pledging Policy	16
Risk Oversight	13

Security Ownership			17

Audit Committee Report			19

Compensation Committee Report			20

Compensation Discussion and Analysis			21

Executive Summary	21	Role of Independent Compensation Consultant	35
Overview and Objectives of Executive		Stock Ownership Requirements	35
Compensation Program	25	Anti-Hedging and Pledging Policy	36
Target Pay	26	Clawback Policy	36
Incentive Compensation	29	Compensation Arrangements Relating to
Performance Analysis	30	Termination of Employment	36
Risks Related to Compensation	35	Tax Considerations	37
Other Compensation Programs	35


Executive Compensation			38

Summary Compensation Table	38	Potential Payments Upon Termination or Change in Control	46
Grants of Plan-Based Awards in Fiscal 2019	40	Pay Ratio	50
Outstanding Equity Awards at 2019 Fiscal Year-End	41	Equity Compensation Plan Information	51
Option Exercises and Stock Vested in Fiscal 2019	42	Evaluation of Risk in Compensation Plans	51
Pension Benefits in Fiscal 2019	43	Transactions with Related Persons	52
Nonqualified Deferred Compensation	45

Advisory Vote to Approve Textron’s Executive Compensation			53

Ratification of Appointment of Independent Registered Public Accounting Firm			54

Other Matters to Come Before the Meeting			55

Shareholder Proposals and Other Matters for 2021 Annual Meeting			55

Delivery of Documents to Shareholders Sharing an Address			56