MJDS System to Be Used by Shelf Prospectus

In January 2002, Textron Financial Corporation and Textron Financial Canada Funding Corp. have filed a US$3 billion shelf prospectus in Canada and the U.S. that uses the northbound MJDS system. The system allowed the issuers to file in Canada the registration statement filed for the offering in the U.S. with the SEC together with a related MJDS prospectus, which was the same as the U.S. prospectus with the addition of certain required legends and Canadian tax disclosure. Textron Canada Funding was granted an exemption from the MJDS eligibility requirement that the offeree issuer be a U.S. issuer.
Textron Canada Funding has made subsequent offerings in Canada of $295 million medium term notes, series E-CAD. The notes issued by Textron Canada Funding are fully and unconditionally guaranteed by Textron Financial Corporation. Pursuant to the MJDS system, both Textron Financial Corporation and Textron Canada Funding can comply with their Canadian continuous disclosure requirements by complying with the U.S. federal securities law requirements.

Textron was represented by Steven Smith and Eleanor Farrell (corporate and securities) and Greg Wylie (tax) of Osler, Hoskin & Harcourt LLP. Laura Wilkinson of Edwards & Angell, LLP acted as U.S. counsel to Textron. Candy Saga of Torys LLP acted as Canadian counsel to the underwriting syndicate, led by RBC Dominion Securities Inc. and including BMO Nesbitt Burns Inc. and Scotia Capital Inc.