2018 Proxy Statement

47 TEXTRON 2018 PROXY STATEMENT Equity compensation plans approved by shareholders Equity compensation plans not approved by shareholders Total Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) $37.02 (2) N/A $37.02 Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) 9,912,173 (1) N/A 9,912,173 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans ([FOXGLQJ 6HFXULWLHV 5HÁHFWHG in Column (a)) (c) 13,571,348 (3) N/A 13,571,348 EQUITY COMPENSATION PLAN INFORMATION 7KH IROORZLQJ WDEOH VHWV IRUWK FHUWDLQ LQIRUPDWLRQ DV RI WKH HQG RI 7H[WURQ¶V ¿VFDO \HDU IRU DOO 7H[WURQ FRPSHQVDWLRQ SODQV previously approved by shareholders. There are no compensation plans not previously approved by shareholders. (1) Includes 668,093 unvested shares that may be issued under previously granted RSUs. 7KLV YDOXH UHÀHFWV WKH ZHLJKWHG DYHUDJH H[HUFLVH SULFH RI RXWVWDQGLQJ VWRFN RSWLRQV RQO\ &RQVLVWV RI VKDUHV UHPDLQLQJ DYDLODEOH IRU LVVXDQFH XQGHU WKH 7H[WURQ ,QF /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. 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