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“COMPENSATION COMMITTEE REPORT,” “COMPENSATION DISCUSSION AND ANALYSIS” and “EXECUTIVE
COMPENSATION” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 22, 2015 is incorporated
by reference into this Annual Report on Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information appearing under “SECURITY OWNERSHIP” and “EXECUTIVE COMPENSATION – Equity Compensation
Plan Information” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 22, 2015 is incorporated by
reference into this Annual Report on Form 10-K.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information appearing under “ELECTION OF DIRECTORS — The Board of Directors--Director Independence” and
“EXECUTIVE COMPENSATION — Transactions with Related Persons” in the Proxy Statement for our Annual Meeting of
Shareholders to be held on April 22, 2015 is incorporated by reference into this Annual Report on Form 10-K.
Item 14. Principal Accountant Fees and Services
The information appearing under “RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM — Fees to Independent Auditors” in the Proxy Statement for our Annual Meeting of Shareholders to be
held on April 22, 2015 is incorporated by reference into this Annual Report on Form 10-K.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements and Schedules — See Index on Page 37.
Exhibits
3.1A
Restated Certificate of Incorporation of Textron as filed with the Secretary of State of Delaware on April 29,
2010.
Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-
Q for the fiscal
quarter ended April 3, 2010.
3.1B
Certificate of Amendment of Restated Certificate of Incorporation of Textron Inc., filed with the Secretary of
State
of Delaware on April 27, 2011. Incorporated by reference to Exhibit
3.1 to Textron’s Quarterly Report
on Form 10-Q for the fiscal quarter ended April 2, 2011.
3.2
Amended and Restated By-Laws of Textron Inc., effective April 28, 2010 and further amended April 27,
2011, July 23, 2013 and February 25, 2015.
4.1
Support Agreement dated as of May 25, 1994, between Textron Inc. and Textron Financial Corporation.
Incorporated by reference to Exhibit 4.1 to Textron’s Annual Report on Form 10
-K
for the fiscal year ended
December 31, 2011.
NOTE:
Instruments defining the rights of holders of certain issues of long-term debt of Textron have not been filed
as exhibits because the authorized principal amount of any one of such issues does not exceed 10% of the
total assets of Textron and its subsidiaries on a consolidated basis. Textron agrees to furnish a copy of each
such instrument to the Commission upon request.
NOTE:
Exhibits 10.1 through 10.16 below are management contracts or compensatory plans, contracts or
agreements.
10.1A
Textron Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of April 28, 2010). Incorporated by
reference to Exhibit 10.1 to Textron’s Quarterly Report
on Form 10-
Q for the fiscal quarter ended March 31,
2012.
77 Textron Inc. Annual Report • 2014