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): December 13, 2005
CIT GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-31369 65-1051192
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1211 Avenue of the Americas
New York, New York 10036
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(Address of registrant's principal executive office)
Registrant's telephone number, including area code: (212) 536-1211
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 8 - Other Events
Item 8.01. Other Events.
This current report on Form 8-K includes as an exhibit the audited
consolidated balance sheets for the years ended December 31, 2004 and 2003 and
the statement of income, stockholders' equity and cash flows of CIT Group Inc.
as of and for the years ended December 31, 2004, 2003 and 2002. These financial
statements include a modification to our segment reporting structure, in Note 21
(Business Segment Information), as previously disclosed by the Company in July
2005.
The only changes to CIT'S financial statements attached hereto from those
filed with our Form 10-K are contained in Note 21 (Business Segment
Information). All other sections of the attached financial statements are the
same as previously reported by the Company.
These financial statements also include a restated Management's Report on
Internal Control Over Financial Reporting to reflect management's conclusion
that a control deficiency relating to classification and related valuation and
documentation of certain of its compound derivative transactions constituted a
material weakness as of December 31, 2004. This weakness was previously
disclosed on Form 8-K on December 13, 2005 and caused us to restate our
financial statements for the quarters ended March 31, June 30 and September 30,
2005 and file amended Form 10-Q's for those periods. This weakness did not
result in any material adjustments to the 2004 annual or interim financial
statements, and as of the date of this filing, we have fully remediated this
material weakness relating to classification and related valuation and
documentation of certain compound derivative transactions.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Audited consolidated balance sheets for the years ended December 31,
2004 and 2003 and the statements of income, stockholders' equity and
cash flows of CIT Group Inc. as of and for the years ended December
31, 2004, 2003 and 2002, together with the auditor's reports thereon
and notes thereto.
99.2 Consent of Independent Registered Public Accounting Firm.
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All forward-looking
statements (including statements regarding future financial and operating
results) involve risks, uncertainties and contingencies, many of which are
beyond CIT's control, which may cause actual results, performance, or
achievements to differ materially from anticipated results, performance, or
achievements. All statements contained in this document that are not clearly
historical in nature are forward-looking, and the words "anticipate," "believe,"
"expect," "estimate," "plan," and similar expressions are generally intended to
identify forward-looking statements. Economic, business, funding market,
competitive and/or regulatory factors, among others, affecting CIT's businesses
are examples of factors that could cause actual results to differ materially
from those described in the forward-looking statements. More detailed
information about these factors are described in CIT's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2004. CIT is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.
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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.
CIT GROUP INC.
(Registrant)
By: /s/ William J. Taylor
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William J. Taylor
Executive Vice President & Controller
(Principal Accounting Officer)
Dated: December 13, 2005
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