Textron 2022 Proxy Statement

TEXTRON 2022 PROXY STATEMENT 21 (3) Excludes (i) stock units held under non-qualified deferred compensation plans that are paid in cash, based upon the value of Textron common stock, as follows: Mr. Connor, 9,615 shares; Mr. Donnelly, 15,587 shares; Ms. Duffy, 1,435 shares; and Mr. Lupone, 5,087 shares; (ii) unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2021, as follows: Mr. Connor, 53,772 shares; Mr. Donnelly, 182,666 shares; Ms. Duffy, 16,848 shares; and Mr. Lupone, 23,452 shares; and (iii) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: Mr. Connor, 69,563 shares; Mr. Donnelly, 235,917 shares; Ms. Duffy, 22,925 shares; and Mr. Lupone, 30,417 shares. (4) Based on information disclosed in Amendment No. 7 to Schedule 13G filed by BlackRock, Inc. on February 1, 2022. According to this filing, as of December 31, 2021, 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 14,484,414 of these shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. During 2021, BlackRock acted as an investment manager for certain assets within Textron’s pension plans and employee savings plans. BlackRock received approximately $1.9 million in fees for these services. (5) Based on information disclosed in Amendment No. 12 to Schedule 13G filed by T. Rowe Price Associates, Inc. and T. Rowe Price Mid-cap Growth Fund, Inc. on February 14, 2022. According to this filing, as of December 31, 2021, T. Rowe Price Associates, Inc., in its capacity as investment adviser for various individual and institutional investors, is deemed to beneficially own these shares as to which it has sole dispositive power and, with respect to 14,378,145 of these shares, sole voting power. The filing indicates that T. Rowe Price Mid-cap Growth Fund, Inc. beneficially owns and has sole voting power with respect to 11,617,200 of these shares. T. Rowe Price Associates, Inc. expressly disclaims beneficial ownership. The address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202. (6) Based on information disclosed in Amendment No. 11 to Schedule 13G filed by The Vanguard Group, Inc. on February 10, 2022. According to this filing, as of December 31, 2021, The Vanguard Group, Inc. beneficially owns these shares and has sole power to dispose of or direct the disposition of 22,463,938 of these shares, shared power to dispose of or direct the disposition of 861,656 of these shares, sole power to vote or direct the voting of none of these shares and shared power to vote or direct the voting of 330,220 of these shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. During 2021, Vanguard acted as an investment manager for certain assets within Textron’s pension plans and employee savings plans. Vanguard received approximately $1.2 million in fees for these services.

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