Rule 424(b)(2)
Registration Statement No. 333-119172
Fixed Rate Notes: CUSIP 125581 AN 8;
Common Code 020665297; ISIN US125581AN88
Floating Rate Notes: CUSIP 125581 AP 3;
Common Code 020665254; ISIN US125581AP37
PRICING SUPPLEMENT NO. 1
Dated November 17, 2004 to
Prospectus, dated October 28, 2004 and
Prospectus Supplement, dated October 29, 2004
$1,000,000,000
[CIT LOGO]
CIT Group Inc.
$400,000,000 3.650% Senior Notes Due November 23, 2007
$600,000,000 Floating Rate Senior Notes Due November 23, 2007
Joint Lead Managers
BNP PARIBAS Citigroup Credit Suisse First Boston
_____________________________
Bear, Stearns & Co. Inc. Goldman, Sachs & Co.
HSBC Merrill Lynch & Co.
Morgan Stanley Wachovia Securities
(X) Senior Note ( ) Subordinated Note
Principal Amount: $400,000,000 in Fixed Rate Notes;
$600,000,000 in Floating Rate Notes.
Proceeds to Corporation: 99.634% or $398,536,000 for the Fixed
Rate Notes; 99.775% or $598,650,000 for
the Floating Rate Notes.
Underwriters' Commission: 0.225% or $900,000 for the Fixed Rate
Notes; 0.225% or $1,350,000 for the
Floating Rate Notes.
Issue Price: 99.859% or $399,436,000 for the Fixed
Rate Notes; 100% or $600,000,000 for the
Floating Rate Notes.
Original Issue Date: November 23, 2004.
Maturity Date: November 23, 2007, provided that if such
day is not a Business Day, the payment of
principal and interest may be made on the
next succeeding Business Day, and no
interest on such payment will accrue from
the period from and after the Maturity
Date.
Interest Rate: The Fixed Rate Notes will bear interest
at an annual rate of 3.650%.
Interest Rate Basis for the LIBOR Telerate.
Floating Rate Notes:
Index Maturity for the Floating Rate Three months.
Notes:
Spread for the Floating Rate Notes: +24 basis points (0.24%).
Interest Rate Calculation for the LIBOR Telerate determined on the Interest
Floating Rate Notes: Determination Date plus the Spread.
Initial Interest Rate for the LIBOR Telerate determined two London
Floating Rate Notes: Business Days prior to the Original Issue
Date plus the Spread.
Specified Currency: U.S. Dollars ($).
Delivery: The Notes are expected to be delivered in
book-entry form only, to purchasers
through the Depository Trust Company,
Clearstream and Euroclear, as the case
may be, on or about November 23, 2004.
Form: Global Notes.
Interest Reset Dates for the Quarterly on February 23, May 23, August
Floating Rate Notes: 23, and November 23 of each year,
commencing on February 23, 2005, provided
that if any Interest Reset Date would
otherwise fall on a day that is not a
Business Day, then the Interest Reset
Date will be the first following day that
is a Business Day, except that if such
Business Day is in the next succeeding
calendar month, such Interest Reset Date
will be the immediately preceding
Business Day.
Interest Payment Dates: Interest will be paid on the Fixed Rate
Notes at maturity and semiannually on May
23 and November 23 of each year,
commencing on May 23, 2005, provided that
if any such day is not a Business Day,
the Interest Payment Date will be the
next succeeding Business Day, and no
interest on such payment will accrue for
the period from and after the Maturity
Date.
Interest will be paid on the Floating
Rate Notes at maturity and quarterly
on February 23, May 23, August 23, and
November 23 of each year, commencing on
February 23, 2005, provided that if any
such day (other than the Maturity Date)
is not a Business Day, the Interest
Payment Date will be the next succeeding
Business Day, except that if such
Business Day is in the next succeeding
calendar month, such Interest Payment
will be the immediately preceding
Business Day, and no interest on such
payment will accrue for the period from
and after the Maturity Date.
Accrual of Interest: Interest payments will include the amount
of interest accrued from and including
the most recent Interest Payment Date to
which interest has been paid (or from and
including the Original Issue Date) to,
but excluding, the applicable Interest
Payment Date.
Accrued interest on the Floating Rate
Notes will be computed by adding the
Interest Factors calculated for each day
from the Original Issue Date or from the
last date to which interest has been paid
or duly provided for up to but not
including the day for which accrued
interest is being calculated. The
"Interest Factor" for any Floating Rate
Note for each such day will be computed
by multiplying the face amount of the
Floating Rate Note by the interest rate
applicable to such day and dividing the
product thereof by 360.
Interest Determination Date for the Two London Business Days prior to each
Floating Rate Notes: Interest Reset Date.
Calculation Date for the Floating The earlier of (i) the fifth Business Day
Rate Notes: after each Interest Determination Date,
or (ii) the Business Day immediately
preceding the applicable Interest Payment
Date.
Maximum Interest Rate for the Maximum rate permitted by New York law.
Floating Rate Notes:
Minimum Interest Rate for the 0.0%
Floating Rate Notes:
Exchange Listing: None.
Other Provisions: "Fixed Rate Notes" means the $400,000,000
3.650% Senior Notes Due November 23,
2007.
"Floating Rate Notes" means the
$600,000,000 Floating Rate Senior Notes
Due November 23, 2007, and together with
the Fixed Rate Notes, the "Notes".
"LIBOR Telerate" means the rate for
deposits in U.S. dollars having the Index
Maturity specified above which appears on
the Telerate Page 3750 (defined below) as
of 11:00 a.m., London time, on the
applicable Interest Determination Date.
"Telerate Page 3750" means the display
page designated as page 3750 on the
Moneyline Telerate service (or such other
page as may replace page 3750 on that
service for the purpose of displaying
London Interbank Offered Rates).
"Business Day" means any day, other than
a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking
institutions are generally authorized or
required by law or regulation to close in
The City of New York, which day is also a
day on which dealings in deposits in U.S.
dollars are transacted in the London
interbank market.
"London Business Day" means any day on
which deposits in U.S. dollars are
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transacted in the London interbank
market.
Trustee, Registrar, Authenticating J.P. Morgan Trust Company, National
Agent, U.S. Calculation Agent and Association.
U.S. Paying Agent:
CUSIP: 125581 AN 8 for the Fixed Rate Notes;
125581 AP 3 for the Floating Rate Notes.
Common Code: 020665297 for the Fixed Rate Notes;
020665254 for the Floating Rate Notes.
ISIN: US125581AN88 for the Fixed Rate Notes;
US125581AP37 for the Floating Rate Notes.
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PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of November 17, 2004,
with the Underwriters named below, for whom BNP Paribas Securities Corp.,
Citigroup Global Markets Inc. and Credit Suisse First Boston LLC are acting as
representatives. Subject to the terms and conditions set forth in the terms
agreement, we have agreed to sell to each of the Underwriters, and each of the
Underwriters have severally agreed to purchase, the principal amount of Notes
set forth opposite its name below:
Underwriters of Notes Principal Amount of
--------------------- -------------------
Fixed Rate Floating
Notes Rate Notes
----- ----------
BNP Paribas Securities Corp...................... $106,667,000 $160,000,000
Citigroup Global Markets Inc..................... 106,667,000 160,000,000
Credit Suisse First Boston LLC................... 106,667,000 160,000,000
HSBC Securities (USA) Inc........................ 13,334,000 20,000,000
Bear, Stearns & Co. Inc.......................... 13,333,000 20,000,000
Goldman, Sachs & Co.............................. 13,333,000 20,000,000
Merrill Lynch, Pierce, Fenner
& Smith Incorporated.................. 13,333,000 20,000,000
Morgan Stanley & Co. Incorporated................ 13,333,000 20,000,000
Wachovia Capital Markets, LLC.................... 13,333,000 20,000,000
------------ ------------
Total....................................... $400,000,000 $600,000,000
============ ============
We have been advised by the Underwriters that they propose initially to
offer the Notes to the public at the public offering prices set forth on page
one of this pricing supplement, and to certain dealers at a price less a
concession not in excess of 0.100% of the principal amount of the Notes. The
Underwriters may allow, and the dealers may reallow, a concession to certain
other dealers not in excess of 0.100% of the principal amount of the Notes.
After the initial public offering, the public offering prices and these
concessions may be changed from time to time.
The Notes are a new issue of securities with no established trading
market. The Underwriters have advised us that they intend to make a market in
the Notes, but the Underwriters are not obligated to do so and may discontinue
any market making at any time without notice. The trading market for the Notes
may not be liquid.
The terms agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all the Notes if any are purchased.
In connection with this offering, some or all of the Underwriters and
their respective affiliates may engage in transactions that stabilize, maintain,
or otherwise affect the market price of the Notes. Those transactions may
include stabilization transactions effected in accordance with Rule 104 of
Regulation M under the Securities Exchange Act of 1934, pursuant to which those
Underwriters and affiliates may bid for or purchase Notes for the purpose of
stabilizing the market price. The Underwriters also may create a short position
for the account of the Underwriters by selling more Notes in connection with
this offering than they are committed to purchase from us. In that case, the
Underwriters may purchase Notes in the open market following completion of this
offering to cover their short position. Any of the transactions described in
this paragraph may result in the maintenance of the price of the Notes at a
level above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph is required, and, if they are
undertaken, they may be discontinued at any time.
Some or all of the Underwriters or their affiliates have provided and
will in the future continue to provide banking and/or other financial services
to CIT and its subsidiaries.
The terms agreement provides that CIT will indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, or contribute to payments the Underwriters may be required to make in
respect thereof.
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Credit Suisse First Boston LLC will make the Notes available for
distribution on the Internet through a proprietary Web site and/or a third-party
system operated by Market Axess Corporation, an Internet-based communications
technology provider. Market Axess Corporation is providing the system as a
conduit for communications between Credit Suisse First Boston LLC and its
customers and is not a party to any transactions. Market Axess Corporation, a
registered broker-dealer, will receive compensation from Credit Suisse First
Boston LLC based on transactions it conducts through the system. Credit Suisse
First Boston LLC will make the Notes available to its customers through the
Internet distributions, whether made through a proprietary or third-party
system, on the same terms as distributions made through other channels.
Other than this pricing supplement, the accompanying prospectus and
prospectus supplement and any registration statement of which they form a part,
each in electronic format as filed with the SEC, the information on any Web site
is not a part of this pricing supplement, the accompanying prospectus or
prospectus supplement or any registration statement of which they form a
part.
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