Rule 424(b)(3)
Registration Statement No. 333-92258
CUSIP # 12560PCK5
PRICING SUPPLEMENT NO. 1
Dated August 27, 2002 to
Prospectus, dated July 26, 2002 and
Prospectus Supplement, dated July 26, 2002.
CIT GROUP INC.
MEDIUM-TERM FLOATING RATE NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
PRINCIPAL AMOUNT: U.S. $700,000,000.
PROCEEDS TO CORPORATION: 99.92577% or $699,480,390.00.
AGENT'S COMMISSION: 0.07423% or $519,610.00.
ISSUE PRICE: $700,000,000.
ORIGINAL ISSUE DATE: August 30, 2002.
MATURITY DATE: March 1, 2004, 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 for the period from and after the
Maturity Date.
INTEREST RATE BASIS: Floating Rate; LIBOR.
INDEX MATURITY: Three month.
SPREAD: +150 basis points (1.50%).
INTEREST RATE CALCULATION: LIBOR Telerate determined on the Interest Determination Date
plus the Spread.
INITIAL INTEREST RATE: LIBOR Telerate determined two London Business Days prior to
the Original Issue Date plus the Spread.
SPECIFIED CURRENCY: U.S. Dollars
It is expected that the Notes will be ready for delivery in
book-entry form on or about August 30, 2002.
LEHMAN BROTHERS JPMORGAN BARCLAYS CAPITAL
BANC ONE CAPITAL MARKETS, INC. BNP PARIBAS DEUTSCHE BANC ALEX. BROWN
SALOMON SMITH BARNEY
FORM: Global Note.
INTEREST RESET DATES: Quarterly on December 2, 2002, March 1, 2003, June 1, 2003,
September 1, 2003 and December 1, 2003 commencing December
2, 2002, 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: Quarterly on December 2, 2002, March 1, 2003, June 1, 2003,
September 1, 2003 and December 1, 2003 commencing December
2, 2002, provided that if any such day 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 Date
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: Accrued interest 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 Note for each such day will be computed by
multiplying the face amount of the Note by the interest rate
applicable to such day and dividing the product thereof by
360.
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.
INTEREST DETERMINATION DATE: Two London Business Days prior to each Interest Reset Date.
CALCULATION DATE: The earlier of (i) the fifth Business Day after each
Interest Determination Date, or (ii) the Business Day
immediately preceding the applicable Interest Payment Date.
MAXIMUM INTEREST RATE: Maximum rate permitted by New York law.
MINIMUM INTEREST RATE: 0.0%.
EXCHANGE LISTING: None
OTHER PROVISIONS: '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 any successor
service, or such other page as may replace page 3750 on that
service or any successor 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.
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'London Business Day' means any day on which deposits in
U.S. dollars are transacted in the London interbank market.
TRUSTEE, REGISTRAR, Bank One Trust Company, N.A. (successor in interest to The
AUTHENTICATING AND PAYING First National Bank of Chicago), under Indenture, dated as
AGENT: of September 24, 1998, between the Trustee and The CIT
Group, Inc., a Delaware corporation ('CIT Delaware') as
supplemented by the First Supplemental Indenture, dated as
of May 9, 2001, among CIT Delaware, the Trustee and Bank One
NA, London Branch, as London Paying Agent and London
Calculation Agent, as further supplemented by the Second
Supplemental Indenture, dated as of June 1, 2001, among The
CIT Group, Inc., a Nevada corporation and successor to CIT
Delaware ('CIT Nevada'), CIT Holdings (NV) Inc. and the
Trustee, the Third Supplemental Indenture, dated as of
February 14, 2002, between CIT Group Inc., a Nevada
corporation (formerly known as The CIT Group, Inc.), and
the Trustee and the Fourth Supplemental Indenture, dated
as of July 2, 2002, between CIT Group Inc., a
Delaware corporation and successor to CIT Nevada (the
'Company') and the Trustee.
AGENTS:
PRINCIPAL
AGENT AMOUNT
----- ------
Lehman Brothers Inc. ....................................... $522,000,000
J.P. Morgan Securities Inc. ................................ 60,000,000
Barclays Capital Inc. ...................................... 29,000,000
Banc One Capital Markets, Inc. ............................. 25,000,000
BNP Paribas Securities Corp. ............................... 25,000,000
Deutsche Banc Alex. Brown Inc. ............................. 25,000,000
Salomon Smith Barney Inc. .................................. 14,000,000
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Total................................................... $700,000,000
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