THIS DOCUMENT CONSTITUTES THE PRICING SUPPLEMENT RELATING TO THE ISSUE OF NOTES
DESCRIBED HEREIN. THIS PRICING SUPPLEMENT IS SUPPLEMENTAL TO AND MUST BE READ IN
CONJUNCTION WITH THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS.
Rule 424(b)(3)
Registration Statement No. 333-119172
Common Code 021526967; ISIN XS0215269670
PRICING SUPPLEMENT NO. 9
Dated March 10, 2005 to
Prospectus, dated October 28, 2004 and
Prospectus Supplement, dated October 29, 2004
(EURO)500,000,000
[CIT LOGO] [GRAPHIC OMITTED]
CIT Group Inc.
(EURO)500,000,000 4.25% Senior Notes Due March 17, 2015
Joint Lead Managers
Goldman Sachs International SG Corporate & Investment Banking UBS Investment Bank
-------------------------------
ABN AMRO BNP PARIBAS
Banc of America Securities Limited Credit Suisse First Boston
Deutsche Bank HSBC
-------------------------------
Banco Bilbao Vizcaya Argentaria, S.A. Daiwa Securities SMBC Europe
(X) Senior Note ( ) Subordinated Note
Principal Amount: (EURO)500,000,000
Proceeds to Corporation: 98.832% or (EURO)494,160,000
Underwriters' Commission: 0.45% or (EURO)2,250,000
Issue Price: 99.282% or (EURO)496,410,000
Original Issue Date: March 17, 2005.
Maturity Date: March 17, 2015, 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 as if it were made
on the Maturity Date, and no additional
interest will accrue as a result of this
delayed payment.
Business Day: Any day, other than a Saturday or Sunday, on
which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET)
System is open.
Interest Rate: The Notes will bear interest at an annual
rate of 4.25%.
Specified Currency: Euro ((EURO)).
Denominations: The Notes will be issued in denominations of
(EURO)50,000 and integral multiples of
(EURO)1,000.
Delivery: The Notes are expected to be delivered in
book-entry form only, to purchasers through
Clearstream and Euroclear, as the case may
be, on or about March 17, 2005.
Form: Global Note.
Interest Payment Dates: Interest will be paid on the Maturity Date
and annually on March 17 of each year,
commencing on March 17, 2006, provided that
if any such day is not a Business Day, then
the interest payment will be made on the
next succeeding Business Day as if it were
made on the date that the interest payment
was due, and no additional interest will
accrue as a result of this delayed payment.
Interest will be paid in Euros.
Calculation of Interest: Interest will be calculated on the basis of
the "Actual/Actual (ISMA)" Fixed Day Count
Convention as set forth in Rule 251 of the
statutes, bylaws, rules and recommendations
of the International Securities Market
Association (ISMA) as published in April
1999.
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.
Exchange Listing: Luxembourg Stock Exchange.
Additional Amounts and Redemption: No additional amounts will be paid on the
Notes. As a result, the net payment of the
principal of and interest on the Notes to
holder of a Note, after deduction for any
applicable present or future tax,
assessment, or governmental charge imposed
by withholding with respect to or deduction
from the payment, may be less than the
amount that would have been payable had no
such withholding or deduction been required.
The Notes will not be redeemable for any tax
or other reason.
Trustee, Registrar, Authenticating J.P. Morgan Trust Company, National
Agent and U.S. Paying Agent: Association.
London Paying Agent: JPMorgan Chase Bank
Common Code: 021526967
ISIN: XS0215269670
PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of March 10, 2005,
with the Underwriters named below, for whom Goldman Sachs International, Societe
Generale, and UBS Limited 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
--------------------- -----------------
Goldman Sachs International............................................................. (EURO)130,000,000
Societe Generale........................................................................ 130,000,000
UBS Limited............................................................................. 130,000,000
ABN Amro Bank, N.V...................................................................... 16,650,000
BNP Paribas............................................................................. 16,650,000
Banc of America Securities Limited...................................................... 16,650,000
Credit Suisse First Boston (Europe) Limited............................................. 16,650,000
Deutsche Bank AG London................................................................. 16,650,000
HSBC Bank plc........................................................................... 16,650,000
Banco Bilbao Vizcaya Argentaria, S.A.................................................... 5,050,000
Daiwa Securities SMBC Europe Limited.................................................... 5,050,000
Total.............................................................................. (EURO)500,000,000
==================
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 0.30% 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 0.20% 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.
Although the Notes will be listed on the Luxembourg Stock Exchange,
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.
UBS Limited or any agent acting on its behalf may, to the extent
permitted by applicable laws, over-allot or effect transactions in connection
with the distribution of the Notes with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail in the open
market, but in doing so it shall act as principal and not as our agent and any
loss resulting from over-allotment or stabilization will be borne, and any
profit arising from them shall be retained, by UBS Limited and/or any
stabilization agents, as the case may be. The Underwriters acknowledge that we
have not authorized the issue of the Notes in a principal amount exceeding
(EURO)500,000,000.
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.
We accept responsibility for the information contained in this
pricing supplement.
Signed on behalf of CIT Group Inc.
By: /s/Glenn A. Votek
------------------------
Executive Vice President
and Treasurer
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