Rule 424(b)(3)
Registration Statement No. 333-119172
Fixed Rate Notes: CUSIP 125577AQ9; ISIN US125577AQ99; Common Code 022732919
Floating Rate Notes: CUSIP 125577AR7; ISIN US125577AR72; Common Code 022743180
PRICING SUPPLEMENT NO. 13
Dated August 8, 2005 to
Prospectus, dated October 28, 2004 and
Prospectus Supplement, dated October 29, 2004
$800,000,000
[CIT LOGO] [GRAPHIC OMITTED]
CIT Group Inc.
$300,000,000 4.75% Senior Notes Due August 15, 2008
$500,000,000 Floating Rate Senior Notes Due August 15, 2008
Joint Lead Managers
Credit Suisse First Boston Deutsche Bank Securities HSBC
--------------------------
Co-Managers
Blaylock & Company, Inc. RBS Greenwich Capital
(X) Senior Notes ( ) Subordinated Notes
Principal Amount: $300,000,000 in Fixed Rate Notes;
$500,000,000 in Floating Rate Notes.
Proceeds to Corporation: 99.759%, or $299,277,000, for the Fixed
Rate Notes;
99.850%, or $499,250,000, for the
Floating Rate Notes.
Underwriters' Commission: 0.150%, or $450,000, for the Fixed Rate
Notes;
0.150%, or $750,000, for the Floating
Rate Notes.
Issue Price: 99.909%, or $299,727,000, for the Fixed
Rate Notes;
100%, or $500,000,000, for the Floating
Rate Notes.
Original Issue Date: August 15, 2005 for each of the Fixed
Rate Notes and the Floating Rate Notes.
Maturity Date: August 15, 2008 for each of the Fixed
Rate Notes and the Floating Rate Notes,
provided that if such day is not a
Business Day, the payment of principal
and interest may be made on the next
succeeding Business Day as if it were
made on the date that the payment was
due, and no interest on such payment will
accrue for the period from and after the
Maturity Date.
Interest Rate for Fixed Rate Notes: The Fixed Rate Notes will bear interest
at an annual rate of 4.75%.
Interest Rate Basis for the Floating LIBOR Telerate.
Rate Notes:
Index Maturity for the Floating Rate Three months.
Notes:
Spread for the Floating Rate Notes: +15 basis points (0.15%).
Interest Rate Calculation for the LIBOR Telerate determined on the Interest
Floating Rate Notes: Determination Date plus the Spread.
Initial Interest Rate for the LIBOR Telerate determined two London
Floating Rate Notes: Business Days prior to the Original Issue
Date plus the Spread.
Specified Currency: U.S. Dollars ($).
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 August 15, 2005.
Form: Global Notes.
Denominations: The Notes will be issued only in
denominations of $100,000 and integral
multiples of $1,000 in excess thereof.
Interest Reset Dates for the Quarterly on February 15, May 15, August
Floating Rate Notes: 15, and November 15 of each year,
commencing on November 15, 2005,
provided that if any such day would
otherwise fall on a day that is not a
Business Day, then the Interest Reset
Date will be the next succeeding 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 on the Maturity Date and
semiannually on February 15 and August 15
of each year, commencing on February 15,
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 interest will
accrue for the period from and after such
Interest Payment Date or the Maturity
Date, as the case may be.
Interest will be paid on the Floating
Rate Notes on the Maturity Date and
quarterly on February 15, May 15, August
15 and November 15 of each year,
commencing on November 15, 2005, provided
that if any such day (other than the
Maturity Date) is not a Business Day,
then the Interest Payment Date will be
postponed to the following day that is a
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.
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 with respect to 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 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 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 $300,000,000
4.75% Senior Notes Due August 15, 2008.
"Floating Rate Notes" means the
$500,000,000 Floating Rate Senior Notes
Due August 15, 2008, 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 authorized or required
by law or regulation (including any
executive order) to close in The City of
New York, and with respect to the
Floating Rate Notes, a day that is also a
London Business Day.
"London Business Day" means any day on
which dealings in deposits in U.S.
dollars are transacted in the London
interbank market.
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Trustee, Registrar, J.P. Morgan Trust Company, National
Authenticating Agent, U.S. Association.
Calculation Agent and U.S.
Paying Agent:
CUSIP: 125577AQ9 for the Fixed Rate Notes;
125577AR7 for the Floating Rate Notes.
ISIN: US125577AQ99 for the Fixed Rate Notes;
US125577AR72 for the Floating Rate Notes.
Common Code: 022732919 for the Fixed Rate Notes;
022743180 for the Floating Rate Notes.
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PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of August 8, 2005,
with the Underwriters named below. 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 Notes Floating Rate Notes
---------------- -------------------
Credit Suisse First Boston LLC....... $90,000,000 $150,000,000
Deutsche Bank Securities Inc......... 90,000,000 150,000,000
HSBC Securities (USA) Inc............ 90,000,000 150,000,000
Blaylock & Company, Inc.............. 15,000,000 25,000,000
Greenwich Capital Markets, Inc....... 15,000,000 25,000,000
----------------- -------------------
Total........................... $300,000,000 $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 0.10% 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 0.05% 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 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.
Credit Suisse First Boston LLC and HSBC Securities (USA) Inc. will make
the Notes available for distribution on the Internet through a proprietary Web
site and/or a third-party system operated by MarketAxess Corporation, an
Internet-based communications technology provider. MarketAxess Corporation is
providing the system as a conduit for communications between such Underwriters
and their respective customers and is not a party to any transactions.
MarketAxess Corporation, a registered broker-dealer, will receive compensation
from such Underwriters based on transactions they conduct through the system.
Such Underwriters will make the Notes available to their respective 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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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.
OFFERING RESTRICTIONS
European Economic Area
In relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a "Relevant Member State"), each
Underwriter has represented and agreed that with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member
State (the "Relevant Implementation Date") it has not made and will not make an
offer of Notes to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the Notes which has been approved by
the competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of Notes to the public in that Relevant
Member State at any time:
o to legal entities which are authorized or regulated to operate in
the financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;
o to any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total
balance sheet of more than (euro)43,000,000 and (3) an annual net
turnover of more than (euro)50,000,000, as shown in its last
annual or consolidated accounts; or
o in any other circumstances which do not require the publication by
us of a prospectus pursuant to Article 3 of the Prospectus
Directive.
For the purposes of this provision, the expression an "offer of Notes to the
public" in relation to any Notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe the Notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member
State and the expression "Prospectus Directive" means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.
United Kingdom
Each Underwriter has represented and agreed that:
1. No deposit taking: in relation to any notes which have a maturity
of less than one year, (a) it is a person whose ordinary
activities involve it in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of its
business and (b) it has not offered or sold and will not offer or
sell any notes other than to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold,
manage or dispose of investments (as principal or agent) for the
purposes of their businesses where the issue of the notes would
otherwise constitute a contravention of Section 19 of the
Financial Services and Markets Act of 2000 (the "FSMA") by us;
2. Financial promotion: it has only communicated or caused to be
communicated and will only communicate or cause to be communicated
an invitation or inducement to engage in investment
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activity (within the meaning of Section 21 of the FSMA) received
by it in connection with the issue or sale of any Notes in
circumstances in which Section 21(1) of the FSMA does not, or in
our case, would not, if it was not an authorized institution,
apply to us; and
3. General compliance: it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by
it in relation to any Notes in, from or otherwise involving the
United Kingdom.
France
Each Underwriter has represented and agreed that the pricing supplement
is not being distributed in the context of a public offer in France within the
meaning of Article L. 411-1 of the French Monetary and Financial Code (Code
monetaire et financier), and thus the pricing supplement has not been and will
not be submitted to the Autorite des Marches Financiers for approval in France.
Each Underwriter has further represented and agreed that it has not
offered or sold, and will not offer or sell, directly or indirectly, any Notes
to the public in France and has not distributed or caused to be distributed and
will not distribute or cause to be distributed to the public in France the
pricing supplement or any other offering material relating to the Notes and that
any offers, sales and distributions have been and will be made in France to (i)
qualified investors (investisseurs qualifies) and/or a restricted group of
investors (cercle restreint d'investisseurs), in each case, acting for their own
account, all as defined in, and in accordance with, Articles L. 411-1 and L.
411-2 of the French Monetary and Financial Code and Decree no. 98-880 dated
October, 1 1998 and/or (ii) persons providing portfolio management investment
services acting for third parties.
Each Underwriter has further represented and agreed that the pricing
supplement is not to be further distributed or reproduced (in whole or in part)
in France by the recipients of this pricing supplement and the pricing
supplement has been distributed on the understanding that such recipients will
only participate in the issue or sale of the Notes for their own account and
undertake not to transfer, directly or indirectly, the Notes to the public in
France, other than in compliance with all applicable laws and regulations and in
particular with Articles L. 411-1 and L. 411-2 of the French Monetary and
Financial Code.
Germany
Each Underwriter has represented and agreed that the Notes have not
been and will not be offered or sold or publicly promoted or advertised by it in
the Federal Republic of Germany other than in compliance with the provisions of
the German Securities Prospectus Act (Wertpapierprospektgesetz - WpPG) of June
22, 2005, as amended, or of any other laws applicable in the Federal Republic of
Germany governing the issue, offering and sale of securities.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary discusses certain material U.S. federal income
tax consequences of the acquisition, ownership and disposition of the Floating
Rate Notes by U.S. Holders (as defined in the accompanying Prospectus
Supplement, dated October 29, 2004). This summary is applicable only to
investors who purchase the Floating Rate Notes in the initial offering at their
original issue price and hold the Floating Rate Notes as capital assets for U.S.
federal income tax purposes (generally, property held for investment). This
summary does not address investors that are subject to special tax rules
(including financial institutions, tax-exempt organizations, dealers in
securities, partnerships or other pass-through entities for U.S. federal income
tax purposes and persons subject to alternative minimum tax) or that hold the
Floating Rate Notes as part of an integrated investment. This summary
supplements, and should be read in conjunction with, the section entitled
"Material U.S. Federal Income Tax Consequences" in the accompanying Prospectus
Supplement, dated October 29, 2004.
For U.S. federal income tax purposes, the Floating Rate Notes will be
treated as "variable rate debt instruments" that provide for stated interest at
a single "qualified floating rate." A U.S. Holder will, under the applicable
Treasury regulations, be required to include in gross income, as ordinary
interest income, the stated
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interest on a Floating Rate Note at the time such interest accrues or is
received, in accordance with the U.S. Holder's regular method of accounting for
U.S. federal income tax purposes. In the case of a U.S. Holder that uses the
accrual method of tax accounting, the amount of interest accrued during an
accrual period would be determined by assuming that the Floating Rate Notes bear
interest at a fixed interest rate equal to the value, as of the issue date, of
the qualified floating rate, and the interest allocable to the accrual period
would be adjusted to reflect the interest actually paid during the accrual
period.
U.S. Holders are urged to consult their own tax advisors regarding the
U.S. federal income tax treatment, and the tax consequences to them of the
acquisition, ownership and disposition, of the Notes.
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