SECURITIES AND EXCHANGE COMMISSION

[Pages:69]UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2017

TEXTRON INC.

(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation)

1-5480 (Commission File Number)

05-0315468 (IRS Employer Identification No.)

40 Westminster Street, Providence, Rhode Island 02903 (Address of principal executive offices)

Registrant's telephone number, including area code: (401) 421-2800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events

On March 6, 2017, Textron Inc. ("Textron") issued and sold $350,000,000 principal amount of its 3.650% Notes due March 15, 2027 (the "Notes") pursuant to its Registration Statement on Form S-3 (No. 333-197664), including the related Prospectus dated July 28, 2014, as supplemented by the Prospectus Supplement dated February 27, 2017. The exhibits to this Current Report on Form 8-K are hereby incorporated by reference in such Registration Statement.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits:

The following exhibits are filed herewith:

Exhibit Number

Description

1.1

Underwriting Agreement dated February 27, 2017 between Textron and the underwriters named therein, for whom Goldman, Sachs & Co.

and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as managers, relating to the offer and sale of the Notes, including Underwriting

Agreement Standard Provisions (Debt) dated February 27, 2017.

4.1

Form of Global Note.

4.2

Officers' Certificate dated March 6, 2017 establishing the Notes pursuant to the Indenture dated as of September 10, 1999 between Textron

and The Bank of New York Mellon Trust Company, N.A., as Trustee.

5.1

Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the Notes.

23.1

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

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TEXTRON INC. (Registrant)

/s/ Mary F. Lovejoy Mary F. Lovejoy Vice President and Treasurer

Date: March 6, 2017

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Exhibit Number

1.1

4.1 4.2

5.1 23.1

EXHIBIT INDEX

Description

Underwriting Agreement dated February 27, 2017 between Textron and the underwriters named therein, for whom Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as managers, relating to the offer and sale of the Notes, including Underwriting Agreement Standard Provisions (Debt) dated February 27, 2017. Form of Global Note. Officers' Certificate dated March 6, 2017 establishing the Notes pursuant to the Indenture dated as of September 10, 1999 between Textron and The Bank of New York Mellon Trust Company, N.A., as Trustee. Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the Notes. Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

4

Exhibit 1.1

UNDERWRITING AGREEMENT

February 27, 2017

Textron Inc. 40 Westminster Street Providence, Rhode Island 02903

Dear Sirs:

We (the " Managers ") understand that Textron Inc., a Delaware corporation (the " Company "), proposes to issue and sell $350,000,000 aggregate principal amount of its 3.650% Notes due 2027 (the " Offered Securities "). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell and the underwriters named below (the " Underwriters ") agree to purchase, severally and not jointly, the principal amounts of the Offered Securities set forth opposite their names below at 99.224% of their principal amount, together with accrued interest, if any, from March 6, 2017.

Name

Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith

Incorporated SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC MUFG Securities Americas Inc. U.S. Bancorp Investments, Inc. BNY Mellon Capital Markets, LLC Morgan Stanley & Co. LLC PNC Capital Markets LLC The Williams Capital Group, L.P. Loop Capital Markets LLC Total:

Principal Amount of Offered Securities

$

92,350,000

92,350,000

30,235,000

30,235,000

22,557,000

22,557,000

14,857,000

14,857,000

14,857,000

10,530,000

4,615,000

$

350,000,000

The time and date of the payment for and delivery of the Offered Securities pursuant to Article IV of the Standard Provisions (as defined below) shall be at 10:00 A.M. (New York time) on March 6, 2017 or at such other time or date as shall be determined by agreement between the Company and the Managers (the " Closing Date "). The documents required to be delivered by Article V of the Standard Provisions shall be delivered on the Closing Date to the office of Davis Polk & Wardwell LLP, counsel for the Underwriters, at 450 Lexington Avenue, New York, New York 10017, or at such other place as shall be determined by agreement between the Company and the Managers.

The Offered Securities shall have the terms set forth in the form of term sheet attached hereto as Annex I.

All the provisions contained in the document entitled Textron Inc. Underwriting Agreement Standard Provisions (Debt) dated February 27, 2017 (the " Standard Provisions "), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. The Registration Statement referred to in Article I of the Standard Provisions is Registration No. 333-197664. The Execution Time referred to in Article XI of the Standard Provisions is 2:15 p.m., New York City time, on February 27, 2017. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Standard Provisions.

The Company hereby acknowledges that, in accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

All communications hereunder will be in writing and effective only on receipt, and, if sent to the Managers, will be mailed, delivered or telefaxed to:

Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526, or via email: prospectus-ny@ny.email.; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-02, New York, New York 10020, Facsimile: 646-855-5958, Attention: High Grade Transaction Management/Legal; or, if sent to the Company, will be mailed, delivered or telefaxed to Textron Inc., 40 Westminster Street, Providence, Rhode Island 02903, Attention: Mary F. Lovejoy, Vice President and Treasurer, Facsimile (401) 457-3533.

2

Very truly yours, By: GOLDMAN, SACHS & CO.

By: /s/ Adam Greene Name: Adam Greene Title: Vice President

On behalf of the Underwriters 3

Very truly yours,

By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: /s/ Happy Hazelton Name: Happy Hazelton Title: Managing Director

On behalf of the Underwriters

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