##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal quarter ended
    September 30, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file
    number 001-15515
      TEXTRON FINANCIAL
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
      Delaware

05-6008768(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer Identification
    No.)40 Westminster Street, Providence, RI

02940-6687(Address of principal executive
    offices)

(Zip code)   401-621-4200
 (Registrants telephone
    number, including area code)
      þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o.
    Accelerated
    filer o.
    Non-accelerated
    filer þ.
    Smaller
    reporting
    company o.   Rule 12b-2 o þ
    REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
    INSTRUCTION H (1) 
    (a) AND (b) OF
    FORM 10-Q
    AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
    FORMAT




---



##### 



TEXTRON
    FINANCIAL CORPORATION
  TABLE OF
    CONTENTS
  PagePART I. FINANCIAL INFORMATIONItem 1. FINANCIAL STATEMENTSConsolidated Statements of Operations for the
    three and nine months ended September 30, 2009 and 2008
    (unaudited)


2Consolidated Balance Sheets at September 30,
    2009 and January 3, 2009 (unaudited)


3Consolidated Statements of Cash Flows for the
    nine months ended September 30, 2009 and 2008
    (unaudited)


4Consolidated Statements of Changes in Equity
    through September 30, 2009 (unaudited)


5Notes to the Consolidated Financial Statements
    (unaudited)


6Item 1A. RISK FACTORS


26Item 2. MANAGEMENTS DISCUSSION
    AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


26Item 3. QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


43Item 4. CONTROLS AND PROCEDURES


43PART II. OTHER INFORMATIONItem 6. EXHIBITS


43EX-12 Computation of Ratio of Earnings to Fixed ChargesEX-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.1 Section 906 Certification of CFO   1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  TEXTRON
    FINANCIAL CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Finance charges

$
108


$
139


$
327


$
421Gains on early extinguishment of debt


9







48



Rental revenues on operating leases


8



9



23



26Portfolio (losses) gains


(54
)


(1
)


(114
)


1Securitization gains (losses)






11



(27
)


51Other income






26



22



76Total revenues


71



184



279



575Interest expense


33



70



128



227Depreciation of equipment on operating leases


5



5



14



14Net interest margin


33



109



137



334Provision for losses


43



34



206



101Selling and administrative expenses


54



57



160



160Special charges


1







9



(Loss) income before income taxes and noncontrolling
    interest


(65
)


18



(238
)


73Income tax (benefit) expense


(21
)


4



(76
)


24Net (loss) income before noncontrolling interest


(44
)


14



(162
)


49Noncontrolling interest, net of income taxes


(3
)






(2
)


Net (loss) income

$
(41
)

$
14


$
(160
)

$
49    2




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
 (Unaudited)
  September 30,


January 3,2009


2009(In millions)AssetsCash and equivalents

$
616


$
16Finance receivables held for investment, net of unearned income:Installment contracts


2,458



2,787Revolving loans


1,173



1,208Golf course and resort mortgages


1,093



1,206Distribution finance receivables


481



647Finance leases


431



608Leveraged leases


359



459Total finance receivables held for investment


5,995



6,915Allowance for losses on finance receivables held for investment


(302
)


(191
)Finance receivables held for investment  net


5,693



6,724Finance receivables held for sale


998



1,658Equipment on operating leases  net


220



247Other assets


580



699Total assets

$
8,107


$
9,344Liabilities and equityLiabilitiesAccrued interest and other liabilities

$
338


$
379Amounts due to Textron Inc.


47



161Deferred income taxes


226



337Debt


6,638



7,388Total liabilities


7,249



8,265EquityShareholders equityCapital surplus


1,414



1,217Investment in parent company preferred stock


(25
)


(25
)Accumulated other comprehensive loss


(48
)


(55
)Retained deficit


(502
)


(58
)Total shareholders equity


839



1,079Noncontrolling interest


19



Total equity


858



1,079Total liabilities and equity

$
8,107


$
9,344    3




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATIONCONSOLIDATED STATEMENTS OF CASH
    FLOWSNINE MONTHS ENDED SEPTEMBER 30, 2009 AND
    2008
    (Unaudited)
  2009


2008(In millions)Cash flows from operating activities:Net (loss) income

$
(160
)

$
49Net income attributable to noncontrolling interest


(2
)


Net (loss) income before noncontrolling interest


(162
)


49Adjustments to reconcile net (loss) income before noncontrolling
    interest to net cash provided by operating activities:Provision for losses


206



101Deferred income tax provision


(116
)


(27
)Increase (decrease) in income taxes payable


99



(3
)Portfolio losses


114



1Gains on early extinguishment of debt


(48
)


Impairments/gains in excess of collections on securitizations
    and syndications


25



(5
)Depreciation and amortization


27



31Decrease in accrued interest and other liabilities


(28
)


(3
)Other  net


19



10Net cash provided by operating activities


136



154Cash flows from investing activities:Finance receivables originated or purchased


(3,044
)


(9,489
)Finance receivables repaid


3,937



8,602Proceeds from receivable sales, including securitizations


252



746Proceeds from disposition of other assets, including repossessed
    assets and properties and operating leases


197



27Other investments


139



(90
)Purchase of assets for operating leases


(11
)


(21
)Net cash provided (used) by investing activities


1,470



(225
)Cash flows from financing activities:Proceeds from line of credit


1,740



Proceeds from issuance of long-term debt






1,161Principal payments on long-term debt


(1,250
)


(1,139
)Net (decrease) increase in commercial paper


(743
)


5Net (decrease) increase in other short-term debt


(25
)


25Proceeds from issuance of secured debt


16



300Principal payments on secured debt


(425
)


Principal payments on nonrecourse debt


(148
)


(62
)Net decrease in intercompany loan due to Textron Inc.


(115
)


Proceeds from sale of noncontrolling interest


21



Capital contributions from Textron Inc.


204



7Dividends paid to Textron Inc.


(291
)


(149
)Net cash (used) provided by financing activities


(1,016
)


148Effect of exchange rate changes on cash


10



(1
)Net increase in cash and equivalents


600



76Cash and equivalents at beginning of year


16



60Cash and equivalents at end of period

$
616


$
136    4




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  CONSOLIDATED
    STATEMENTS OF CHANGES IN EQUITY
 (Unaudited)
  Investment


AccumulatedIn Parent


Other





TotalCompany


Comprehensive


Retained


Share-Capital


Preferred


Income


Earnings


holders


Noncontrolling


TotalSurplus


Stock


(Loss)


(Deficit)


Equity


Interest


Equity(In millions)Balance December 29, 2007

$
592


$
(25
)

$
26


$
545


$
1,138


$



$
1,138Comprehensive loss:Net loss














(461
)


(461
)






(461
)Other comprehensive loss:Foreign currency translation, net of income taxes










(79
)






(79
)






(79
)Change in unrealized net losses on hedge contracts, net of
    income taxes










(1
)






(1
)






(1
)Change in unrealized net gains on interest-only securities, net
    of income taxes










(1
)






(1
)






(1
)Other comprehensive loss










(81
)






(81
)






(81
)Comprehensive loss


















(542
)






(542
)Capital contributions from Textron Inc.


634















634







634Dividends to Textron Inc.


(9
)










(142
)


(151
)






(151
)Balance January 3, 2009


1,217



(25
)


(55
)


(58
)


1,079







1,079Comprehensive loss:Net (loss) income














(160
)


(160
)


(2
)


(162
)Other comprehensive gain:Change in unrealized net losses on retained interests, net of
    income tax benefit










(1
)






(1
)






(1
)Foreign currency translation, net of income taxes










6







6







6Change in unrealized net gain on hedge contracts, net of income
    taxes










2







2







2Other comprehensive gain










7







7







7Comprehensive loss


















(153
)


(2
)


(155
)Capital contributions from Textron Inc.


204















204







204Dividends to Textron Inc.


(7
)










(284
)


(291
)






(291
)Sale of noncontrolling interest






















21



21Balance September 30, 2009

$
1,414


$
(25
)

$
(48
)

$
(502
)

$
839


$
19


$
858    5




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS
 (Unaudited)
  Note 1.
    Basis of
    Presentation  Form 10-K
  E-Z-GO
   Note 2.
    Recent
    Accounting Pronouncements      Note 3.
    Portfolio
    (Losses) Gains and Other income   6




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Servicing income

$
5


$
11


$
22


$
32Investment income


3



8



9



18Late charges


1



1



3



3Prepayment income






1



(1
)


3Syndication income














2Other


(9
)


5



(11
)


18Total other income

$



$
26


$
22


$
76     Note 4.
    Special
    Charges      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2009(In millions)Corporate and Other

$
1


$
7Distribution Finance






2Total Restructuring costs

$
1


$
9  7




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Severanceand Pension


ContractCurtailment


TerminationCosts


Costs


Total(In millions)Balance at January 3, 2009

$
11


$
1


$
12Additions


8



1



9Cash Paid


(8
)


(2
)


(10
)Balance at September 30, 2009

$
11


$



$
11     Distribution


Captive


Asset-Based


CorporateFinance


Finance


Lending


and Other


Total(In millions)Severance and pension curtailment costs

$
3


$
1


$
1


$
18


$
23Non-cash asset impairments


7



3



1







11Contract termination costs


2















2Total Restructuring costs

$
12


$
4


$
2


$
18


$
36     Note 5.
    Managed
    and Serviced Finance Receivables    September 30,


January 3,2009


2009(In millions)Total managed and serviced finance receivables

$
8,926


$
12,173Nonrecourse participations


(772
)


(820
)Third-party portfolio servicing


(348
)


(532
)Total managed finance receivables


7,806



10,821Securitized finance receivables


(813
)


(2,248
)Finance receivables


6,993



8,573Finance receivables held for sale


(998
)


(1,658
)Finance receivables held for investment

$
5,995


$
6,915      8




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  non-U.S. buyers.
  Note 6.
    Finance
    Receivables Held for Investment  Portfolio
    Maturities
    Less than


1-2


2-3


3-4


4-5


More than1 year


Years


Years


Years


Years


5 years


Total(In millions)Installment contracts

$
389


$
313


$
345


$
331


$
289


$
791


$
2,458Revolving loans


183



486



348



177



13



19



1,226Golf course and resort mortgages


156



251



223



194



87



195



1,106Distribution finance receivables


405



75



15



3



1







499Finance leases


96



93



83



38



9



112



431Leveraged leases


(2
)


1



(6
)


(10
)


2



374



359Total finance receivables held for investment

$
1,227


$
1,219


$
1,008


$
733


$
401


$
1,491


$
6,079        9




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    and/or
    Finance
    Receivable Impairment
    Impaired
    Finance Receivables
 September 30,


January 3,2009


2009(In millions)Impaired nonaccrual finance receivables

$
781


$
234Impaired accrual finance receivables


276



19Total impaired finance receivables


1,057



253Less: Impaired finance receivables without identified reserve
    requirements


378



71Impaired nonaccrual finance receivables with identified reserve
    requirements

$
679


$
182Allowance for losses on impaired nonaccrual finance receivables

$
147


$
43    10




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Nonaccrual
    Finance Receivables
 September 30,



January 3,2009



2009(In millions)Impaired nonaccrual finance receivables


$
781



$
234Nonaccrual homogeneous finance receivables



57




43Total nonaccrual finance receivables


$
838



$
277     September 30, 2009



January 3, 2009Allowance for











AllowanceLosses on











for LossesImpaired



Impaired







Impaired



on ImpairedNonaccrual



Nonaccrual



Nonaccrual



Nonaccrual



Nonaccrual



NonaccrualFinance



Finance



Finance



Finance



Finance



FinanceReceivables



Receivables



Receivables



Receivables



Receivables



Receivables(In millions)Segment:


Collateral Type:Resort Finance


Notes receivable(1)


$
303



$
300



$
42



$
78



$
74



$
9Hotels



62




62




7














Resort construction
      and inventory



67




67



















Land



17




17




4














Distribution
    Finance


Dealer inventory



89




67




21




43




34




3Captive Finance


General aviation  aircraft



139




123




24




17




6




2Golf equipment



16




3




1




18









Golf Mortgage
    Finance


Golf course property



96




95




21




107




107




25Marinas



8




8



















Structured
    Capital


Capital equipment



32




32




27














Corporate
    and Other


Other



9




7









14




13




4Total


$
838



$
781



$
147



$
277



$
234



$
43   (1)
    
    Finance receivables collateralized primarily by timeshare notes
    receivable may also be collateralized by certain real estate and
    other assets of our borrowers.     11




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
      Note 7.
    Other
    Assets  September 30,



January 3,2009



2009(In millions)Operating assets received in satisfaction of troubled finance
    receivables


$
168



$
84Retained interests in securitizations



93




200Derivative financial instruments



80




133Investments in other marketable securities



74




95Repossessed assets and properties



74




70Other long-term investments



39




30Fixed assets  net



25




24Other



27




63Total other assets


$
580



$
699     other-than-temporarily
    and/or
 12




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Note 8.
    Debt and
    Credit Facilities  September 30,



January 3,2009



2009(In millions)Short-term debt:Commercial paper


$




$
743Other short-term debt








25Total short-term debt








768Line of credit facility:Due 2012 (0.91)%



1,740




Long-term debt:Fixed-rate notesDue 2009 (weighted-average rates of 5.84% and 5.62%,
    respectively)



556




698Due 2010 (weighted-average rates of 4.79% and 4.82%,
    respectively)



711




1,018Due 2011 (weighted-average rates of 5.03% and 5.04%,
    respectively)



370




452Due 2012 (weighted-average rates of 4.43% and 4.43%,
    respectively)



52




52Due 2013 (weighted-average rates of 5.19% and 5.19%,
    respectively)



478




478Due 2014 and thereafter (weighted-average rates of 5.79% and
    5.68%, respectively)



164




152Total fixed-rate notes



2,331




2,850Variable-rate notesDue 2009 (weighted-average rates of 0.58% and 2.78%,
    respectively)



199




836Due 2010 (weighted-average rates of 0.87% and 3.09%,
    respectively)



1,255




1,297Due 2011 (weighted-average rates of 0.94% and 3.40%,
    respectively)



206




275Due 2013 (weighted-average rates of 1.29% and 3.07%,
    respectively)



100




100Total variable-rate notes



1,760




2,508Securitized on-balance sheet debt:Amortization beginning 2009 (weighted-average rates of 1.32% and
    3.90%, respectively)



443




853Subordinated debt:Due 2017 and thereafter (6.00%)



300




300Unamortized discount



(2
)



(3
)Fair value adjustments



66




112Total long-term, securitized on-balance sheet and subordinated
    debt



4,898




6,620Total debt


$
6,638



$
7,388    13




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Note 9.
    Comprehensive
    (Loss) Income    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Net (loss) income

$
(41
)

$
14


$
(160
)

$
49Foreign currency translation, net of income taxes


3



(22
)


6



(33
)Net deferred gain (loss) on retained interests, net of income
    taxes of $4.2 million and income tax benefits of
    $0.3 million, $0.5 million and $0.3 million,
    respectively


8



(1
)


(1
)


(1
)Amortization of deferred losses on hedge contracts, net of
    income taxes of $0.4 million and $0.4 million in 2008,
    respectively






1







1Net deferred gain on hedge contracts, net of income taxes of
    $1.0 million, $1.1 million, $0.8 million and
    $1.2 million, respectively


2



2



2



2Comprehensive (loss) income

$
(28
)

$
(6
)

$
(153
)

$
18   Note 10.
    Fair
    Value of Financial Instruments   14




---



##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Assets
    Recorded at Fair Value on a Recurring Basis
    September 30, 2009(In millions)Level 2


Level 3Derivative financial instruments, net

$
75


$
Retained interests in securitizations






88Total assets

$
75


$
88   Derivatives
    Retained
    Interests in Securitizations
  other-than-temporary,
 15




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Changes
    in Fair Value for Unobservable Input
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Retained Interests in SecuritizationsBalance, beginning of period

$
3


$
53


$
12


$
43Transfers from nonrecurring classification


110







110



Net gains for the period:Increase due to securitization gains on sale of finance
    receivables






17







59Change in value recognized in Other income






1







2Change in value recognized in Other comprehensive Income


12







11



Impairments recognized in earnings






(5
)


(8
)


(5
)Collections, net


(37
)


(18
)


(37
)


(51
)Balance, end of period

$
88


$
48


$
88


$
48   Assets
    Recorded at Fair Value on a Nonrecurring Basis
    September 30, 2009(In millions)(Level 3)Finance receivables held for sale

$
998Impaired finance receivables


532Repossessed assets and properties


37Operating assets received in satisfaction of troubled finance
    receivables


6Total assets

$
1,573   Finance
    Receivables Held for Sale
   16




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    and/or
  Impaired
    Finance Receivables
    Repossessed
    Assets and Properties / Operating Assets Received in
    Satisfaction of Troubled Finance Receivables
   17




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Assets
    and Liabilities Not Recorded at Fair Value
    September 30, 2009


January 3, 2009Carrying


Estimated


Carrying


EstimatedValue


Fair Value


Value


Fair Value(In millions)Assets:Installment contracts

$
2,361


$
2,151


$
2,748


$
2,408Revolving loans


1,086



814



1,170



986Golf course and resort mortgages


1,051



909



1,150



931Distribution finance receivables


443



431



597



503Investment in other marketable securities


74



61



95



78Retained interests in securitizations, excluding interest-only
    securities


5



5



188



178$
5,020


$
4,371


$
5,948


$
5,084Liabilities:Fixed-rate debt

$
2,395


$
2,292


$
2,959


$
2,518Variable-rate debt


1,760



1,726



2,508



2,292Bank line of credit


1,740



1,659







Securitized on-balance sheet debt


443



427



853



824Subordinated debt


300



195



300



105Short-term debt










768



768Amounts due to Textron Inc.


47



45



161



156$
6,685


$
6,344


$
7,549


$
6,663     Finance
    Receivables Held for Investment
  and/or
 18




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  Investments
    in Other Marketable Securities
    Debt
    Note 11.
    Derivative
    Financial Instruments   19




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Notional Amount


Fair Value AmountAssets


LiabilitiesSeptember 30,


January 3,


September 30,


January 3,


September 30,


January 3,2009


2009


2009


2009


2009


2009(In millions)Fair Value HedgesInterest Rate Exchange AgreementsFixed-rate debt

$
1,361


$
2,055


$
51


$
112


$



$
Fixed-rate receivable


329



32











(4
)


(7
)Net Investment HedgesForeign Currency Forward Exchange AgreementsForeign-dollar functional currency subsidiary equity


82



139



2











Cash Flow HedgesCross-Currency Interest Rate Exchange AgreementsForeign-dollar denominated variable-rate debt


140



140



24



21







Foreign-dollar denominated variable-rate receivable


4



5











(1
)


(1
)$
1,916


$
2,371


$
77


$
133


$
(5
)

$
(8
)       Notional Amount


Fair Value AmountAssets


LiabilitiesSeptember 30,


January 3,


September 30,


January 3,


September 30,


January 3,2009


2009


2009


2009


2009


2009(In millions)Foreign currency forward exchange agreements

$
513


$
536


$
3


$



$



$
Interest rate exchange agreements






336















(13
)$
513


$
872


$
3


$



$



$
(13
)  20




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    back-to-back
    Amount of Gain/(Loss)Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,Gain/(Loss) Location

2009


2008


2009


2008(In millions)Fair Value HedgesInterest rate exchange agreements

Interest expense

$
2


$
14


$
(13
)

$
27Interest rate exchange agreements

Finance charges


2







8



(1
)Non-designated HedgesInterest rate exchange agreements

Other income

$



$



$
1


$
Foreign currency forward

Selling andexchange agreements

administrative expenses


(30
)






(82
)


(3
)   Note 12.
    Receivable
    Securitizations      Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Net pre-tax (losses) gains, including impairments

$



$
10


$
(27
)

$
40Proceeds from securitizations














250Cash flows received on retained interests


75



15



117



44Servicing fees received


3



8



18



25  21




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    other-than-temporary other-than-temporary other-than-temporary other-than-temporary
  other-than-temporarily other-than-temporary other-than-temporary
  Nine Months EndedSeptember 30,2009(In millions)Total
    other-than-temporary
    impairment

$
(39
)Portion of
    other-than-temporary
    impairment recognized in Other comprehensive income, before
    income taxes


13Net
    other-than-temporary
    impairment recognized in earnings

$
(26
)   other-than-temporary
    Assumptions atSeptember 30,


25% Adverse


50% Adverse2009


Change


Change(Dollars in millions)Expected credit losses (annual rate)


4.98
%

$
(8
)

$
(16
)Monthly payment rate


12.5
%


(4
)


(7
)Residual cash flows discount rate


10.1
%


(4
)


(8
)  22




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Note 13.
    Income
    Taxes    Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008Federal statutory income tax rate


(35.0
)%


35.0
%


(35.0
)%


35.0
%Increase (decrease) in taxes resulting from:State income taxes


(4.8
)


(1.6
)


(2.4
)


8.0Foreign tax rate differential


0.9



(6.6
)


(0.1
)


(6.3
)Canadian dollar functional currency






0.1







0.1Change in state valuation allowance


7.4







1.8



(15.3
)Tax contingencies


2.5



(4.2
)


1.8



15.3Tax credits


(1.0
)


(7.1
)


(0.8
)


(4.0
)Change in status of foreign subsidiary


(3.0
)






2.3



Other, net


0.5



3.6



0.2



(0.4
)Effective income tax rate


(32.5
)%


19.2
%


(32.2
)%


32.4
%           Note 14.
    Contingencies   23




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
   Note 15.
    Financial
    Information about Operating Segments    E-Z-GO
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Revenues:Captive Finance

$
37


$
56


$
132


$
176Resort Finance


21



32



73



98Golf Mortgage Finance


6



19



28



61Asset-Based Lending


5



18



25



55Structured Capital


(18
)


7



(28
)


7Distribution Finance






49



4



174Corporate and Other


20



3



45



4Total revenues

$
71


$
184


$
279


$
575Segment (loss) income:(1)(2)Captive Finance

$
(19
)

$
14


$
(63
)

$
50Resort Finance






11



(21
)


41Golf Mortgage Finance


(14
)






(30
)


Asset-Based Lending


1



1



10



(7
)Structured Capital


(15
)


4



(64
)


(2
)Distribution Finance


(27
)


(13
)


(79
)


(4
)Corporate and Other


10



1



18



(5
)Segment (loss) income

$
(64
)

$
18


$
(229
)

$
73Special charges


1







9



(Loss) income before income taxes and noncontrolling
    interest

$
(65
)

$
18


$
(238
)

$
73   24




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##### Table of Contents



TEXTRON
    FINANCIAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  September 30,


January 3,2009


2009(In millions)Finance assets:(3)Captive Finance

$
3,236


$
3,668Resort Finance


1,623



1,727Golf Mortgage Finance


1,029



1,173Distribution Finance


955



1,389Structured Capital


529



603Asset-Based Lending


240



649Corporate and Other


48



90Total finance assets

$
7,660


$
9,299   (1)
    
    Interest expense is allocated to each segment in proportion to
    its net investment in finance assets. Net investment in finance
    assets includes finance assets less deferred income taxes,
    security deposits and other specifically identified liabilities.
    The interest allocated matches all variable-rate finance assets
    with variable-rate debt costs and all fixed-rate finance assets
    with fixed-rate debt costs. Due to our significant difficulty in
    accessing the capital markets, the interest rate is partially
    determined using a theoretical approach. If this allocation
    results in greater or less interest expense than was actually
    incurred by the Company, the remaining balance is included in
    the Corporate and Other segments interest expense. This
    resulted in the allocation of $9 million and
    $26 million of interest expense to the six operating
    segments in excess of the interest expense actually incurred by
    the Company for the three and nine months ended
    September 30, 2009, respectively.(2)
    
    Due to managements decision to downsize the commercial
    finance business of Textron Financial and the resulting
    variations in personnel levels and job responsibilities,
    indirect expenses are no longer being allocated to each segment.
    These indirect expenses of $15 million and $47 million
    for the three and nine months ended September 30, 2009,
    respectively, were aggregated in the Corporate and Other
    segment. Prior to 2009, indirect expenses were allocated to each
    segment based on the use of such resources and were based
    primarily upon the segments proportion of net investment
    in finance assets, headcount, number of transactions, computer
    resources and senior management time.(3)
    
    Finance assets include: finance receivables; equipment on
    operating leases, net of accumulated depreciation; repossessed
    assets and properties; operating assets received in satisfaction
    of troubled finance receivables; retained interests in
    securitizations; investment in equipment residuals; acquisition,
    development and construction arrangements; investments in other
    marketable securities and other short- and long-term investments
    (some of which are classified in Other assets on Textron
    Financials Consolidated Balance Sheets). 25




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##### Table of Contents



Item 1A.
    Risk
    Factors  Form 10-K Form 10-Q
  Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Key
    Business Initiatives and Trends
  E-Z-GO
    E-Z-GO non-U.S. buyers
   26




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)            Financial
    Condition
  Liquidity
    and Capital Resources
     27




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)         28




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)    Payments / Receipts Due by PeriodLess than


1-2


2-3


3-4


4-5


More than1 Year


Years


Years


Years


Years


5 Years


Total(In millions)Payments due:Multi-year credit facilities

$



$



$
1,740


$



$



$



$
1,740Term debt


2,389



886



53



578



131



54



4,091Securitized on-balance sheet debt


57



61



85



62



60



118



443Subordinated debt






















300



300Securitized off-balance sheet debt


879



3















31



913Interest payments on debt


115



69



53



36



28



67



368Operating lease rental payments


4



4



2



1



1







12Total payments due


3,444



1,023



1,933



677



220



570



7,867Cash and contractual receipts:Finance receivable receipts  held for investment


1,227



1,219



1,008



733



401



1,491



6,079Finance receivable receipts   held for sale


418



297



160



173



51



27



1,126Securitized off-balance sheet finance receivable and cash
    receipts


982



3















31



1,016Interest receipts on finance receivables


406



299



212



151



109



186



1,363Operating lease rental receipts


25



20



16



10



6



14



91Total contractual receipts


3,058



1,838



1,396



1,067



567



1,749



9,675Cash


616























616Total cash and contractual receipts


3,674



1,838



1,396



1,067



567



1,749



10,291Net cash and contractual receipts (payments)

$
230


$
815


$
(537
)

$
390


$
347


$
1,179


$
2,424Cumulative net cash and contractual receipts

$
230


$
1,045


$
508


$
898


$
1,245


$
2,424      29




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)          non-U.S. buyers.
  3-year E-Z-GO
     30




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)    Fitch Ratings


Moodys


Standard & PoorsLong-term ratings


BB+


Baa3


BB+Short-term ratings


B


P3


BOutlook


Negative


Negative


Developing     Nine Months EndedSeptember 30,



September 30,2009



2008(In millions)Operating activities


$
136



$
154Investing activities



1,470




(225
)Financing activities



(1,016
)



148            31




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)  Off-Balance
    Sheet Arrangements
    other-than-temporary
  Critical
    Accounting Policies
  Finance
    Receivables Held for Sale
  and/or and/or
   32




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)  Results
    of Operations
  Revenues
    Three Months



Nine MonthsEnded



Ended2009 vs. 2008



2009 vs. 2008(In millions)Portfolio losses


$
(53
)


$
(115
)Lower market interest rates



(20
)



(82
)Lower securitization gains



(16
)



(57
)Lower other income



(26
)



(54
)Decrease (increase) in impairments of retained interests in
    securitizations



5




(21
)Lower average finance receivables of $1.2 billion and
    $734 million, respectively



(21
)



(38
)Suspended earnings on nonaccrual finance receivables



(8
)



(26
)Gains on debt extinguishment



9




48Benefit from variable-rate receivable interest rate floors



4




26Accretion of valuation allowance



16




16   (Loss)
    Income before Income Taxes and Noncontrolling Interest
    Three Months



Nine MonthsEnded



Ended2009 vs. 2008



2009 vs. 2008(In millions)Portfolio losses


$
(53
)


$
(115
)Increase in provision for losses



(9
)



(105
)Lower securitization gains



(16
)



(57
)Lower other income



(26
)



(54
)Suspended earnings on nonaccrual finance receivables



(8
)



(26
)Decrease (increase) in impairments of retained interests in
    securitizations



5




(21
)Lower average finance receivables of $1.2 billion and
    $734 million, respectively



(10
)



(17
)Special charges



(1
)



(9
)Gains on debt extinguishment



9




48Benefit from variable-rate receivable interest rate floors



4




26Accretion of valuation allowance



16




16      33




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)        Income
    Taxes
    Three Months Ended



Nine Months EndedSeptember 30,



September 30,



September 30,



September 30,2009



2008



2009



2008Federal statutory income tax rate



(35.0
)%



35.0
%



(35.0
)%



35.0
%Increase (decrease) in taxes resulting from:State income taxes



(4.8
)



(1.6
)



(2.4
)



8.0Foreign tax rate differential



0.9




(6.6
)



(0.1
)



(6.3
)Canadian dollar functional currency








0.1









0.1Change in state valuation allowance



7.4









1.8




(15.3
)Tax contingencies



2.5




(4.2
)



1.8




15.3Tax credits



(1.0
)



(7.1
)



(0.8
)



(4.0
)Change in status of foreign subsidiary



(3.0
)








2.3




Other, net



0.5




3.6




0.2




(0.4
)Effective income tax rate



(32.5
)%



19.2
%



(32.2
)%



32.4
%      34




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)      Credit
    Quality
  Nonaccrual
    Finance Receivables
    and/or
    September 30,



January 3,2009



2009(Dollars in millions)Resort Finance


$
449




29.12
%


$
78




4.96
%Captive Finance



155




5.35
%



35




1.03
%Distribution Finance



89




24.13
%



43




9.02
%Golf Mortgage Finance



104




14.23
%



107




12.11
%Structured Capital



32




8.20
%








Corporate and Other



9




25.51
%



14




20.46
%Total nonaccrual finance receivables


$
838




13.98
%


$
277




4.01
%    35




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)      Three Months Ended



Nine Months EndedSeptember 30,



September 30,



September 30,



September 30,2009



2008



2009



2008(In millions)Allowance for losses on finance receivables beginning of period


$
284



$
126



$
191



$
89Provision for losses



43




34




206




101Less net charge-offs:Distribution Finance



9




20




32




43Asset-Based Lending








1









5Captive Finance



7









24




4Golf Mortgage Finance



1




1




23




1Resort Finance



5









9




(1
)Corporate and Other



1




1




5




1Total net charge-offs



23




23




93




53Transfer to valuation allowance on finance receivables held for
    sale



(2
)








(2
)



Allowance for losses on finance receivables end of period


$
302



$
137



$
302



$
137Net charge-offs as a percentage of average finance receivables
    held for investment



1.43
%



1.05
%



1.92
%



0.81
%   September 30,



January 3,2009



2009(Dollars in millions)Nonaccrual finance receivables as a percentage of finance
    receivables held for investment



13.98
%



4.01
%Allowance for losses on finance receivables held for investment
    as a percentage of finance receivables held for investment



5.04
%



2.76
%Allowance for losses on finance receivables held for investment
    as a percentage of nonaccrual finance receivables held for
    investment



36.0
%



68.9
%60+ days contractual delinquency as a percentage of finance
    receivables held for investment



7.38
%



2.59
%60+ days contractual delinquency


$
440



$
178Operating assets received in satisfaction of troubled finance
    receivables


$
168



$
84Repossessed assets and properties



74




70      36




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)    Managed
    Finance Receivables
    September 30,


January 3,2009


2009(Dollars in millions)Captive Finance

$
2,978



38
%

$
3,403



31
%Distribution Finance


1,633



21
%


3,379



31
%Resort Finance


1,549



20
%


1,636



15
%Golf Mortgage Finance


976



12
%


1,177



11
%Structured Capital


396



5
%


508



5
%Asset-Based Lending


240



3
%


649



6
%Corporate and Other


34



1
%


69



1
%Total managed finance receivables

$
7,806



100
%

$
10,821



100
%   Operating
    Results by Segment
    Captive
    Finance
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Revenues

$
37


$
56


$
132


$
176Segment (loss) income

$
(19
)

$
14


$
(63
)

$
50      37




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)  Resort
    Finance
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Revenues

$
21


$
32


$
73


$
98Segment income (loss)

$



$
11


$
(21
)

$
41       Golf
    Mortgage Finance
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Revenues

$
6


$
19


$
28


$
61Segment loss

$
(14
)

$



$
(30
)

$
         Asset-Based
    Lending
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Revenues

$
5


$
18


$
25


$
55Segment income (loss)

$
1


$
1


$
10


$
(7
)  38




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)      Structured
    Capital
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Revenues

$
(18
)

$
7


$
(28
)

$
7Segment (loss) income

$
(15
)

$
4


$
(64
)

$
(2
)       Distribution
    Finance
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Revenues

$



$
49


$
4


$
174Segment loss

$
(27
)

$
(13
)

$
(79
)

$
(4
)  39




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)    Three Months Ended


Nine Months Ended2009 vs. 2008


2009 vs. 2008(In millions)Lower securitization gains

$
(14
)

$
(45
)Portfolio losses


(18
)


(42
)Lower average finance receivables of $640 million and
    $643 million, respectively


(11
)


(35
)Decrease (increase) in impairments of retained interests in
    securitizations


5



(21
)Lower market interest rates


(4
)


(21
)Decrease in servicing and investment income related to
    securitizations


(7
)


(10
)Suspended earnings on nonaccrual finance receivables






(5
)Benefit from variable-rate receivable interest rate floors


2



15       Three Months Ended


Nine Months Ended2009 vs. 2008


2009 vs. 2008(In millions)Lower securitization gains

$
(14
)

$
(45
)Portfolio losses


(18
)


(42
)Decrease (increase) in impairments of retained interests in
    securitizations


5



(21
)Lower average finance receivables of $640 million and
    $643 million, respectively


(6
)


(18
)Decrease in servicing and investment income related to
    securitizations


(7
)


(10
)Acceleration of amortization of deferred loan origination cost






(8
)Suspended earnings on nonaccrual finance receivables






(5
)Provision for losses


16



40Lower selling and administrative expenses


10



28Benefit from variable-rate receivable interest rate floors


2



15   Corporate
    and Other Segment
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(In millions)Revenues

$
20


$
3


$
45


$
4Segment income (loss)

$
10


$
1


$
18


$
(5
)  40




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)      Selected
    Financial Ratios
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008Net interest margin as a percentage of average net investment(1)


1.87
%


5.23
%


2.40
%


5.31
%Return on average equity


(16.39
)%


5.51
%


(21.19
)%


6.16
%Return on average assets


(1.95
)%


0.59
%


(2.35
)%


0.68
%Selling and administrative expenses as a percentage of average
    managed and serviced finance receivables(2)


2.33
%


1.80
%


2.04
%


1.68
%Operating efficiency ratio(3)


163.6
%


52.3
%


116.8
%


47.9
%Net charge-offs as a percentage of average finance receivables
    held for investment


1.43
%


1.05
%


1.92
%


0.81
%   September 30,


January 3,2009


200960+ days contractual delinquency as a percentage of finance
    receivables held for investment(4)


7.38
%


2.59
%Nonaccrual finance receivables as a percentage of finance
    receivables held for investment


13.98
%


4.01
%Allowance for losses on finance receivables held for investment
    as a percentage of finance receivables held for investment


5.04
%


2.76
%Allowance for losses on finance receivables held for investment
    as a percentage of nonaccrual finance receivables held for
    investment


36.0
%


68.9
%Total debt to equity


7.73
x


6.85
x   (1)
    
    Represents revenues earned less interest expense on borrowings
    and operating lease depreciation as a percentage of average net
    investment. Average net investment includes finance receivables
    plus operating leases, less deferred taxes on leveraged leases.(2)
    
    Average managed and serviced finance receivables include owned
    receivables, receivables serviced under securitizations,
    participations and third-party portfolio servicing agreements. 41




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)   (3)
    
    Operating efficiency ratio is selling and administrative
    expenses divided by net interest margin.(4)
    
    Delinquency excludes any captive finance receivables with
    recourse to Textron. Captive finance receivables represent
    third-party finance receivables originated in connection with
    the sale or lease of Textron manufactured products. Percentages
    are expressed as a function of total Textron Financial
    independent and nonrecourse captive finance receivables. Finance
    receivables 60+ days contractually delinquent were
    $440 million and $178 million as of September 30,
    2009 and January 3, 2009, respectively.  Recent
    Accounting Pronouncements
      Forward-looking
    Information
  Certain statements in this Quarterly Report on
    Form 10-Q
    and other oral and written statements made by Textron Financial
    from time to time are forward-looking statements, including
    those that discuss strategies, goals, outlook or other
    non-historical matters; or project revenues, income, returns or
    other financial measures. These forward-looking statements speak
    only as of the date on which they are made, and we undertake no
    obligation to update or revise any forward-looking statements.
    These forward-looking statements are subject to risks and
    uncertainties that may cause actual results to differ materially
    from those contained in the statements, including the Risk
    Factors contained in our Annual Report on
    Form 10-K
    for the year ended January 3, 2009, those additional and
    updated risk factors discussed in our Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2009, and including
    the following: (a) changes in worldwide economic, political
    or regulatory conditions that impact interest and foreign
    exchange rates; (b) the occurrence of slowdowns or
    downturns in customer markets in which Textron products are sold
    or supplied and financed or where we offer financing;
    (c) the ability to realize full value of finance
    receivables and investments in securities; (d) the ability
    to control costs and successful implementation of various cost
    reduction programs, including our current restructuring program;
    (e) increases in pension expenses and other post-retirement
    employee costs; (f) the impact of changes in tax
    legislation; (g) the ability to maintain portfolio credit
    quality and certain minimum levels of financial performance
    required under our committed bank line of credit and under our
    Support Agreement with Textron; (h) access to financing,
    including securitizations, at competitive rates; (i) access
    to equity in the form of retained earnings and capital
    contributions from Textron; (j) uncertainty in estimating
    contingent liabilities and establishing reserves to address such
    contingencies; (k) the launching of significant new
    products or programs which could result in unanticipated
    expenses; (l) risks and uncertainties related to
    acquisitions and dispositions, including difficulties or
    unanticipated expenses in connection with the consummation of
    acquisitions or dispositions, the disruption of current plans
    and operations, or the failure to achieve anticipated synergies
    and opportunities; (m) the ability to successfully exit
    from our commercial finance business, other than the captive
    finance business, including effecting an orderly liquidation or
    sale of certain portfolios and businesses; (n) uncertainty
    in estimating the market value of our Finance receivables held
    for sale and our Allowance for losses on finance receivables
    held for investment; (o) bankruptcy or other financial
    problems
 42




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  (Continued)  at major customers that could cause disruptions or difficulty
    in collecting amounts owed by such customers;
    (p) legislative or regulatory actions impacting our
    operations; (q) difficult conditions in the financial
    markets which may adversely impact our ability to obtain
    financing for our new finance receivable originations and, with
    respect to businesses which we are exiting, our customers
    ability to obtain alternative financing negatively impacting
    their ability to repay amounts owed to us; and
    (r) continued volatility in the economy resulting in a
    prolonged downturn in the markets in which we do business.
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K.
  Item 4.
    Controls
    and Procedures  Rule 13a-15(e) 15d-15(e)
   PART II.
    OTHER INFORMATION



TEXTRON FINANCIAL CORPORATION  Item 6.
    Exhibits  12


Computation of Ratio of Earnings to Fixed Charges31
.1

Certification of Chief Executive Officer Pursuant to
    Rule 13a-14(a)31
.2

Certification of Chief Financial Officer Pursuant to
    Rule 13a-14(a)32
.1

Certification of Chief Executive Officer Pursuant to
    18 U.S.C. Section 135032
.2

Certification of Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350  43




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##### Table of Contents



SIGNATURES
      Thomas
    J. Cullen
       44