2017 Proxy Statement and Notice of Annual Meeting of Shareholders Wednesday, April 26, 2017 at 11:00 a.m. 40 Westminster Street Providence, Rhode Island

To the Shareholders of Textron Inc.: The 2017 annual meeting of shareholders of Textron Inc. will be held on Wednesday, April 26, 2017, at 11:00 a.m. at the Company’s principal executive office located at 40 Westminster Street, Providence, Rhode Island for the following purposes: 1. To elect the eleven director nominees named in the proxy statement to hold office until the next annual shareholders’ meeting; 2. To approve the Textron Inc. Short-Term Incentive Plan; Date and Time Wednesday, April 26, 2017 11:00 a.m. Eastern Daylight Time Place Company’s principal executive office 40 Westminster...

YOUR VOTE IS IMPORTANT Brokers are not permitted to vote on the election of directors or on certain other proposals without instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker or bank, it is important that you vote. We encourage you to vote promptly, even if you intend to attend the annual meeting. The Company's Proxy Statement for the 2017 Annual Meeting of Shareholders, the Annual Report to Shareholders for the fiscal year ended December 31, 2016 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 are available...

Information About the Annual Meeting 1 Internet Availability of Proxy Materials 1 Savings Plan Participants 1 Changing or Revoking a Proxy 2 Costs of Proxy Solicitation 2 Confidential Voting Policy 2 Board Membership Qualifications 3 Corporate Governance Guidelines and Policies 13 Shareholder Communications to the Board 13 Director Stock Ownership Requirements 15 Anti-Hedging and Pledging Policy 15 Section 16(a) Beneficial Ownership Reporting Compliance 17 Audit Committee Report 18 Compensation Committee Report 19 TEXTRON 2017 PROXY STATEMENT

Compensation Discussion and Analysis 20 Overview and Objectives of Executive Compensation Program 22 Risks Related to Compensation 31 Other Compensation Programs 31 Role of Independent Compensation Consultant 31 Stock Ownership Requirements 31 Anti-Hedging and Pledging Policy 32 Compensation Arrangements Relating to Termination of Employment 33 Summary Compensation Table 34 Grants of Plan-Based Awards in Fiscal 2016 36 Outstanding Equity Awards at 2016 Fiscal Year-End 37 Option Exercises and Stock Vested in Fiscal 2016 38 Pension Benefits in Fiscal 2016 39...

GENERAL This proxy statement, which is first being made available to shareholders on or about March 6,2017, is furnished in connection with the solicitation by the Board of Directors of Textron Inc. of proxies to be voted at the annual meeting of shareholdersto be held on April 26,2017, at 11:00 a.m. at the Company’s principal executiveoffice, located at 40Westminster Street, Providence, Rhode Island, and at any adjournments or postponements thereof. SHAREHOLDERS WHO MAY VOTE All shareholders of record at the close of business on February 27, 2017 will be entitled to vote. As of February 27,...

CHANGING OR REVOKING A PROXY Whether voting by mail, via the Internet or by telephone, if you are a shareholder of record you may change or revoke your proxy at any time before it is voted by submitting a new proxy with a later date, voting via the Internet or by telephone at a later time, delivering a written notice of revocation to Textron's Secretary, or voting in person at the meeting. If your shares are held in the name of your broker or bank, you may change or revoke your voting instructions by contacting the bank or brokerage firm or other nominee holding the shares or by obtaining a legal...

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, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and 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...

Kathleen M. Bader Director Since 2004 R. Kerry Clark Director Since 2003 Ms. Bader, 66, 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. Shejoined 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...

Ivor J. Evans Director Since 2003 Mr. Conway, 69, 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 memberofthe 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...

Lawrence K. Fish Director Since 1999 Paul E. Gagne Director Since 1995 Mr. Fish, 72, is the retired Chairman and ChiefExecutive Officer of Citizens Financial Group, Inc., a multi-state bank holding company. He was named Chairman, President and Chief Executive Officer upon joining the bank in 1992 and held that position until relinquishing the title of President in 2005 and the title of Chief Executive Officer in 2007 and retiring in March 2009. Mr. Fish also serves as Chairman of the Board of Directors of Houghton Mifflin Harcourt (since 2010) and as a director of Tiffany & Co. (since 2008) and...