Current Report Filing (8-k)
October 25 2016 - 6:40AM
Edgar (US Regulatory)
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): October 25, 2016 (October 25, 2016)
CIT
GROUP INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31369
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65-1051192
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(State or other
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(Commission
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(IRS Employer
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jurisdiction of
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File Number)
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Identification No.)
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incorporation)
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11
West 42
nd
Street
New
York, New York 10036
(Address
of registrant's principal executive office)
Registrant's
telephone number, including area code: (212) 461-5200
(Former
Name or Former Address, if Changed Since Last Report)
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))
Section
2 – Financial Information
Item
2.02. Results of Operations and Financial Condition.
This
Current Report on Form 8-K includes as an exhibit a press release, dated October 25, 2016, reporting the financial results of CIT
Group Inc. (the “Company”) as of and for the quarter ended September 30, 2016. The press release is attached as Exhibit
99.1. This press release includes certain non-GAAP financial measures. A reconciliation of those measures to the most directly
comparable GAAP measures is included as a table to the press release. The information furnished under this Item 2.02, including
Exhibit 99.1, shall be considered filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure.
In
addition, this Form 8-K includes a copy of the Company’s presentation to analysts and investors of its Third Quarter 2016
Financial Results for the quarter ended September 30, 2016, which is attached as Exhibit 99.2. The information included in Exhibit
99.2 shall not be considered filed for purposes of the Exchange Act. The Company also provides supplementary financial information
on its website, which is not incorporated by reference in this Form 8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
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99.1
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Press release issued by CIT Group Inc. on October 25, 2016 reporting its financial results as of and for the quarter ended September 30, 2016.
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99.2
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Presentation by CIT Group Inc. on October 25, 2016 regarding its
Third Quarter 2016 Financial Results.
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Forward-Looking
Statements
This
Form 8-K contains forward-looking statements within the meaning of applicable federal securities laws that are based upon
our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those anticipated. The words
“expect,” “anticipate,” “estimate,” “forecast,” “initiative,”
“objective,” “plan,” “goal,” “project,” “outlook,”
“priorities,” “target,” “intend,” “evaluate,” “pursue,”
“commence,” “seek,” “may,” “would,” “could,”
“should,” “believe,” “potential,” “continue,” or the negative of any of those
words or similar expressions is intended to identify forward-looking statements. All statements contained in this Form 8-K,
other than statements of historical fact, including without limitation, statements about our plans, strategies, prospects and
expectations regarding future events and our financial performance, are forward-looking statements that involve certain risks
and uncertainties. While these statements represent our current judgment on what the future may hold, and we believe these
judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may
differ materially. Important factors that could cause our actual results to be materially different from our expectations
include, among others, (i) the risk that Bohai Capital Holding Co. Ltd. shareholders do not approve the acquisition of CIT
Commercial Air by Avalon Holdings Limited (the “Transaction”) or that CIT does not receive or satisfy regulatory
or other approvals and conditions on a timely basis or approvals are subject to conditions that are not anticipated, (ii) the
risk that modifications to the terms of the Transaction may be required in order to obtain or satisfy such approvals or
conditions, (iii) the risk that the Transaction does not close or that there are changes in the anticipated timing for
closing the Transaction, (iv) the risk that there are difficulties, delays or unexpected costs in separating Commercial Air
from CIT or in implementing the Transaction, (v) the risk of business disruption during the pendency of or following the
Transaction, including diversion of management time, (vi) the risk that CIT is unsuccessful in implementing its Amended
Capital Plan on the timing and terms contemplated, (vii) the risk that CIT is unsuccessful in implementing its strategy and
business plan, (viii) the risk that CIT is unable to react to and address key business and regulatory issues, (ix) the risk
that CIT is unable to achieve the projected revenue growth from its new business initiatives or the projected expense
reductions from efficiency improvements, and (x) the risk that CIT becomes subject to liquidity constraints and higher
funding costs. We describe these and other risks that could affect our results in Item 1A, “Risk Factors,” of our
latest Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the Securities and Exchange
Commission. Accordingly, you should not place undue reliance on the forward-looking statements contained in this Form 8-K.
These forward-looking statements speak only as of the date on which the statements were made. CIT undertakes no obligation to
update publicly or otherwise revise any forward-looking statements, except where expressly required by law.
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.
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CIT GROUP INC.
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(Registrant)
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By:
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/s/ E. Carol Hayles
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E. Carol Hayles
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Executive Vice President & Chief Financial Officer
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Dated:
October 25, 2016
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