Offering of 4.50% Convertible Senior Notes due 2013

On April 29, 2009, Textron Inc. ("Textron"), entered into an underwriting agreement (the "Notes Underwriting Agreement") with the underwriters named therein, for whom Goldman, Sachs & Co. and J.P. Morgan Securities Inc. acted as joint book-running managers, to issue and sell $600 million principal amount of its 4.50% Convertible Senior Notes due 2013, including $60 million principal amount thereof issued and sold pursuant to the option granted by Textron to such underwriters (collectively, the "Notes"), which option was exercised in full on April 30, 2009. Textron estimates that the net proceeds from the offering of the Notes, including the Notes sold upon the exercise of such option, will be approximately $582 million, after deducting underwriting discounts and commissions and before offering expenses payable by Textron.

The sale of the Notes was made pursuant to Textron's Registration Statement on Form S-3 (Registration No. 333-152562) (the "Registration Statement"), including the prospectus contained therein dated July 28, 2008, as supplemented by the prospectus supplement dated April 29, 2009 (as so supplemented, the "Notes Prospectus"), filed by Textron with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933.

Textron issued the Notes under an indenture dated as of September 10, 1999 (the "Base Indenture"), as supplemented by a supplemental indenture dated as of May 5, 2009 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between Textron and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as trustee (the "Trustee"). Terms of the Indenture and the Notes issued pursuant to the Indenture are described in the section of the Notes Prospectus entitled "Description of notes," which is incorporated herein by reference. The following description of the Notes and the Indenture is a summary and is not meant to be a complete description of the Notes and the Indenture. This description is qualified in its entirety by reference to the detailed provisions of the Indenture.

The Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2009. The Notes will mature on May 1, 2013, unless earlier converted or repurchased.

The Notes are convertible in certain circumstances and during certain periods into Textron's common stock, par value $0.125 per share (the "Common Stock"), cash or a combination of cash and shares of Common Stock (as described in the Supplemental Indenture) at an initial conversion rate of 76.1905 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $13.1250 per share), subject to adjustment in certain circumstances as set forth in the Supplemental Indenture. The initial conversion price represents a conversion premium of 25% over the public offering price of $10.50 per share in the offering of Common Stock described under "†Offering of Common Stock" below.

Upon a fundamental change (as defined in the Supplemental Indenture), holders may require Textron to repurchase all or a portion of their Notes at a purchase price in cash equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the

fundamental change repurchase date. The Notes are not redeemable at Textron's option prior to maturity.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the entire principal amount of all the Notes, and the interest accrued on such Notes, if any, to be immediately due and payable.

In connection with the issuance and sale by Textron of the Notes as described under this Item 1.01 of this Current Report, the following exhibits are filed with this Current Report and incorporated by reference in the Registration Statement and the Notes Prospectus: (i) the Notes Underwriting Agreement (Exhibit 1.1 to this Current Report); (ii) the Base Indenture (Exhibit 4.1 to this Current Report); (iii) the Supplemental Indenture (Exhibit 4.2 to this Current Report); (iv) the form of Note (Exhibit 4.3 to this Current Report); and
(v) the updated legal opinion of Pillsbury Winthrop Shaw Pittman LLP (Exhibit 5.1 to this Current Report).

Offering of Common Stock

On April 29, 2009, Textron also entered into an underwriting agreement (the "Common Stock Underwriting Agreement") with the underwriters named therein, for whom Goldman, Sachs & Co. and J.P. Morgan Securities Inc. acted as joint book-running managers, to issue and sell 23,805,000 shares of Common Stock, including 3,105,000 shares of Common Stock issued and sold pursuant to the option granted by Textron to such underwriters (collectively, the "Shares"), which option was exercised in full on May 1, 2009. Textron estimates that the net proceeds from the offering, including the Shares sold upon the exercise of such option, will be approximately $239 million, after deducting underwriting discounts and commissions and before offering expenses payable by Textron.

The sale of the Shares was made pursuant to the Registration Statement, including the prospectus contained therein dated July 28, 2008, as supplemented by the prospectus supplement dated April 29, 2009 (as so supplemented, the "Common Stock Prospectus"), filed by Textron with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933.

In connection with the issuance and sale by Textron of the Shares as described under this Item 1.01 of this Current Report, the following exhibits are filed with this Current Report and incorporated by reference in the Registration Statement and the Common Stock Prospectus: (i) the Common Stock Underwriting Agreement (Exhibit 1.2 to this Current Report); (ii) the specimen of Common Stock certificate (Exhibit 4.3 to this Current Report); and (iii) the updated legal opinion of Pillsbury Winthrop Shaw Pittman LLP (Exhibit 5.1 to this Current Report).

Convertible Note Hedge and Warrant Transactions

On April 29, 2009 and April 30, 2009, in connection with Textron's issuance of the Notes, Textron entered into a Convertible Bond Hedge Transaction Confirmation with each of Goldman, Sachs & Co. and JPMorgan Chase Bank, National Association to purchase convertible note hedges (collectively, the "Hedge Confirmations"). The initial strike price of the convertible note hedges is $13.1250 per share of Common Stock (the same as the initial conversion price of . . .

The information required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 of this Current Report under the section "Offering of 4.50% Convertible Senior Notes due 2013" above and incorporated herein by reference.

The information required by Item 3.02 relating to the Convertible Note Hedge Transactions and the Warrant Transactions is contained in Item 1.01 of this Current Report under the section "Convertible Note Hedge and Warrant Transactions" above and is incorporated herein by reference.

(d) Exhibits:

The following exhibits are filed herewith:

Exhibit
Number                                  Description

1.1       Notes Underwriting Agreement, dated April 29, 2009, between Textron and
          the underwriters named therein

1.2       Common Stock Underwriting Agreement, dated April 29, 2009, between
          Textron and the other underwriters named therein

4.1       Indenture, dated as of September 10, 1999, between Textron and The Bank
          of New York Mellon Trust Company, N.A, (as successor to The Bank of New
          York), as trustee, incorporated into this registration statement by
          reference to Exhibit 4.4 to Textron's Registration Statement
          No. 333-113313

4.2       Supplemental Indenture, dated as of May 5, 2009, between Textron and The
          Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of
          New York), as trustee

4.3       Form of Note (included in Exhibit 4.2)

4.4       Specimen of Common Stock certificate

5.1       Opinion of Pillsbury Winthrop Shaw Pittman LLP

10.1      Convertible Bond Hedge Transaction Confirmation, dated April 29, 2009,
          between Goldman, Sachs & Co. and Textron

10.2      Issuer Warrant Transaction Confirmation, dated April 29, 2009, between
          Goldman, Sachs & Co. and Textron

10.3      Convertible Bond Hedge Transaction Confirmation, dated April 29, 2009,
          between JPMorgan Chase Bank, National Association and Textron

10.4      Issuer Warrant Transaction Confirmation, dated April 29, 2009, between
          JPMorgan Chase Bank, National Association and Textron

10.5      Convertible Bond Hedge Transaction Confirmation, dated April 30, 2009,
          between Goldman, Sachs & Co. and Textron

10.6      Issuer Warrant Transaction Confirmation, dated April 30, 2009, between
          Goldman, Sachs & Co. and Textron

10.7      Convertible Bond Hedge Transaction Confirmation, dated April 30, 2009,
          between JPMorgan Chase Bank, National Association and Textron

10.8     Issuer Warrant Transaction Confirmation, dated April 30, 2009, between
         JPMorgan Chase Bank, National Association and Textron

10.9     Issuer Warrant Transaction Reformation Agreement, dated May 4, 2009,
         between Goldman, Sachs & Co. and Textron

10.10    Issuer Warrant Transaction Reformation Agreement, dated May 4, 2009,
         between JPMorgan Chase Bank, National Association and Textron

10.11    Additional Issuer Warrant Transaction Reformation Agreement, dated
         May 4, 2009, between Goldman, Sachs & Co.and Textron

10.12    Additional Issuer Warrant Transaction Reformation Agreement, dated
         May 4, 2009, between JPMorgan Chase Bank, National Association and
         Textron

23.1     Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1)