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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 10-Q
Commission File Number: 001-31369 CIT GROUP INC. (Exact name of Registrant as specified in its
charter)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No
|_|
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes |X| No |_|
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Large accelerated filer |X| Accelerated filer
|_| Non-accelerated filer |_| Smaller reporting company |_|.
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes |X| No |_|
As of April 30, 2012 there were 200,818,303 shares of the
registrants common stock outstanding.
CONTENTS
Table of Contents 1
Part OneFinancial
Information
ITEM 1. Consolidated Financial Statements
CIT GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (dollars in millions except share data)
The accompanying notes are an integral part of these
consolidated financial statements.
2 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (dollars in millions except per share data)
The accompanying notes are an integral part of these consolidated financial statements. Item 1: Consolidated Financial Statements 3
CIT GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (dollars in millions)
The accompanying notes are an integral part of these consolidated financial statements. 4 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) (dollars in millions)
The accompanying notes are an integral part of these consolidated financial statements. Item 1: Consolidated Financial Statements
5
CIT GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (dollars in millions)
The accompanying notes are an integral part of these consolidated financial statements. 6 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
CIT Group Inc. became a bank holding company (BHC) in
2008 and has provided financial solutions to its clients since its formation in 1908. We provide financing and leasing capital principally for small
businesses and middle market companies in a wide variety of industries and offer vendor, equipment, commercial and structured financing products, as
well as factoring and management advisory services. CIT is the parent of CIT Bank, a state-chartered bank in Utah. We operate primarily in North
America, with locations in Europe, South America and Asia.
BASIS OF PRESENTATION
Principles of Consolidation The accompanying consolidated financial statements include
financial information related to CIT Group Inc., a Delaware Corporation, and its majority owned subsidiaries, including CIT Bank (collectively,
CIT or the Company), and those variable interest entities (VIEs) where the Company is the primary beneficiary.
Assets held in an agency or fiduciary capacity are not included in the consolidated financial statements.
In preparing the consolidated financial statements, all
significant intercompany accounts and transactions have been eliminated. These consolidated financial statements, which have been prepared in
accordance with the instructions to Form 10-Q, do not include all information and note disclosures required by generally accepted accounting principles
in the United States of America (GAAP). The financial statements in this Form 10-Q have not been audited by an independent registered
public accounting firm in accordance with standards of the Public Company Accounting Oversight Board (U.S.), but in the opinion of management include
all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of CITs financial position, results of
operations and cash flows in accordance with GAAP. These consolidated financial statements should be read in conjunction with our current Form 10-K on
file.
The consolidated financial statements include the effects of
adopting Fresh Start Accounting (FSA) upon emergence from bankruptcy on December 10, 2009, based on a convenience date of December 31, 2009
(the Convenience Date), as required by GAAP. Accretion and amortization of certain FSA adjustments are included in the Statements of
Operations and Cash Flows. See the Companys Annual Report on Form 10-K for the year ended December 31, 2011 (Form 10-K), Notes
1 Business and Summary of Significant Accounting Policies and Note 26 Fresh Start Accounting, for additional FSA and
reorganization information.
The accounting and financial reporting policies of CIT Group Inc.
conform to GAAP and the preparation of the consolidated financial statements requires management to make estimates and assumptions that affect reported
amounts and disclosures. Actual results could differ from those estimates and assumptions. Some of the more significant estimates include: fresh start
accounting fair values; valuation of deferred tax assets; lease residual values and depreciation of operating lease equipment; and allowance for loan
losses. Additionally, where applicable, the policies conform to accounting and reporting guidelines prescribed by bank regulatory
authorities.
NEW ACCOUNTING PRONOUNCEMENTS
Fair Value Measurement In May 2011, the FASB issued ASU No. 2011-04, Fair Value
Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The new
guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP
and IFRS. The disclosure requirements also have been enhanced. The most significant change requires entities, for their recurring Level 3 fair value
measurements, to disclose quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a
qualitative discussion about the sensitivity of the measurements. New disclosures are required about the use of a nonfinancial asset measured or
disclosed at fair value if its use differs from its highest and best use. In addition, entities must report the level in the fair value hierarchy of
assets and liabilities not recorded at fair value but where fair value is disclosed. The amendment is effective for fiscal years beginning after
December 15, 2011, with early adoption prohibited. The adoption of the guidance during the quarter ended March 31, 2012, did not affect the
Companys financial condition and resulted in enhanced fair value measurement disclosures.
Comprehensive Income
In June 2011, the FASB issued ASU 2011-05 to amend the guidance
on the presentation of comprehensive income in FASB ASC Topic 220, Comprehensive Income that require companies to present a single statement of
comprehensive income or two consecutive statements. The proposed guidance makes the financial statement presentation of other comprehensive income more
prominent by eliminating the alternative to present comprehensive income within the statement of equity. The ASU is effective for annual and interim
periods beginning after December 15, 2011. The adoption of the guidance during the quarter ended March 31, 2012, did not affect the Companys
financial condition but added the Consolidated Statements of Comprehensive Income (Loss).
On December 23, 2011, the FASB issued ASU No. 2011-12,
Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated
Other Comprehensive Income in Accounting Standards Update No. 2011-05. The ASU defers the requirement to present components of
reclassifications
Item 1: Consolidated Financial Statements
7
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of other comprehensive income on the face of the income statement, while still requiring companies to adopt the other requirements contained in ASU 2011-05, as noted above. Balance Sheet Offsetting Disclosure
Requirements
In December 2011, the FASB issued ASU 2011-11, Disclosures
about Offsetting Assets and Liabilities which creates new disclosure requirements about the nature of an entitys rights of setoff and related
arrangements associated with its financial instruments and derivative instruments. The new disclosures will enable financial statement users to compare
balance sheets prepared under U.S. GAAP and International Financial Reporting Standards (IFRS), which are subject to different offsetting
models. The disclosures will be limited to financial instruments and derivatives subject to enforceable master netting arrangements or similar
agreements and excludes loans unless they are netted in the statement of financial condition. The amendments will affect all entities that have
financial instruments and derivatives that are either offset in the balance sheet or subject to an enforceable master netting arrangement or similar
agreement regardless of whether they are offset in the balance sheet. The ASU will require entities to disclose, separately for financial assets and
liabilities, including derivatives, the gross amounts of recognized financial assets and liabilities; the amounts offset under current U.S. GAAP; the
net amounts presented in the balance sheet; the amounts subject to an enforceable master netting arrangement or similar agreement that were not
included in the offset amount above, and the reconciling amount.
The disclosure requirements are effective for annual and interim
reporting periods beginning on or after January 1, 2013, with retrospective application required. The Company is evaluating the impact of this
amendment.
NOTE 2 LOANS
Finance receivables consist of the following:
Finance Receivables by Product (dollars in millions)
The following table presents finance receivables by segment, based on obligor location: Finance Receivables (dollars in millions)
The following table presents selected components of the net
investment in finance receivables.
Components of Net Investment in Finance Receivables (dollars in millions)
Certain of the following tables present credit-related
information at the class level in accordance with ASC 310-10-50, Disclosures about the Credit Quality of Finance Receivables and the
Allowance for Credit Losses. A class is generally a disaggregation of a portfolio segment. In determining the classes, CIT considered the finance
receivable characteristics and methods it applies in monitoring and assessing credit risk and performance.
Credit Quality Information
The following table summarizes finance receivables by the risk
ratings that bank regulatory agencies utilize to classify credit exposure and which are consistent with indicators the Company monitors. Risk ratings
are reviewed on a regular basis by Credit Risk Management and are adjusted as necessary for updated information affecting the borrowers ability
to fulfill their obligations.
8 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The definitions of these ratings are as follows:
Finance Receivables(1) By Classification (dollars in millions)
Item 1: Consolidated Financial Statements
9
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Past Due and Non-accrual Loans
The table that follows presents portfolio delinquency status,
regardless of accrual/non-accrual classification:
Finance Receivables(1) Delinquency Status (dollars in millions)
10 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth non-accrual loans and assets
received in satisfaction of loans (repossessed assets). Non-accrual loans include loans greater than $500,000 that are individually evaluated and
determined to be impaired, as well as loans less than $500,000 that are delinquent (generally for 90 days or more).
Finance Receivables on Non-accrual Status (dollars in millions)
Payments received on non-accrual financing receivables are
generally applied against outstanding principal.
Impaired Loans
The Companys policy is to review for impairment finance
receivables greater than $500,000 that are on non-accrual status. Consumer loans and small-ticket loan and lease receivables that have not been
modified in a troubled debt restructuring, as well as short-term factoring receivables, are included (if appropriate) in the reported non-accrual
balances above, but are excluded from the impaired finance receivables disclosure below as charge-offs are typically determined and recorded for such
loans when they are more than 120 150 days past due.
The following table contains information about impaired finance
receivables and the related allowance for credit losses, exclusive of finance receivables that were identified as impaired at the Convenience Date for
which the Company is applying the income recognition and disclosure guidance in ASC 310-30 (Loans and Debt Securities Acquired with Deteriorated
Credit Quality), which are disclosed further below in this note.
Item 1: Consolidated Financial Statements
11
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Impaired Loans (dollars in millions)
12 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Impairment occurs when, based on current information and events,
it is probable that CIT will be unable to collect all amounts due according to the contractual terms of the agreement. The Company has established
review and monitoring procedures designed to identify, as early as possible, customers that are experiencing financial difficulty. Credit risk is
captured and analyzed based on the Companys internal probability of obligor default (PD) and loss given default (LGD) ratings. A PD rating is
determined by evaluating borrower credit-worthiness, including analyzing credit history, financial condition, cash flow adequacy, financial performance
and management quality. An LGD rating is predicated on transaction structure, collateral valuation and related guarantees or recourse. Further, related
considerations in determining probability of collection include the following:
Impairment is measured as the shortfall between estimated value
and recorded investment in the finance receivable. A specific allowance or charge-off is recorded for the shortfall. In instances where the estimated
value exceeds the recorded investment, no specific allowance is recorded. The estimated value is determined using fair value of collateral and other
cash flows if the finance receivable is collateralized, or the present value of expected future cash flows discounted at the contracts effective
interest rate. In instances when the Company measures impairment based on the present value of expected future cash flows, the change in present value
is reported in the provision for credit losses.
The following summarizes key elements of the Companys
policy regarding the determination of collateral fair value in the measurement of impairment:
Loans and Debt Securities Acquired with Deteriorated Credit
Quality
For purposes of this presentation, finance receivables that were
identified as impaired at the Convenience Date are presented separately below. The Company is applying the income recognition and disclosure guidance
in ASC 310-30 (Loans and Debt Securities Acquired with Deteriorated Credit Quality) to loans considered impaired under FSA at the time of
emergence.
Loans Acquired with Deteriorated Credit Quality (dollars in millions)
Item 1: Consolidated Financial Statements
13
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the changes to the accretable
discount related to all loans accounted for under ASC 310-30 (Loans and Debt Securities Acquired with Deteriorated Credit
Quality).
Accretable discount activity for loans accounted for under ASC 310-30 at Emergence Date (dollars in millions):
Troubled Debt Restructurings
The Company periodically modifies the terms of finance
receivables in response to borrowers difficulties. Modifications that include a financial concession to the borrower are accounted for as
troubled debt restructurings (TDRs).
CIT uses a consistent methodology across all loans to determine
if a modification is with a borrower that has been determined to be in financial difficulty and was granted a concession. Specifically, the
Companys policies on TDR identification include the following examples of indicators used to determine whether the borrower is in financial
difficulty:
If the borrower is determined to be in financial difficulty, then
CIT utilizes the following criteria to determine whether a concession has been granted to the borrower:
Modified loans that are classified as TDRs are individually
evaluated and measured for impairment. Modified loans that meet the definition of a TDR are subject to the Companys standard impaired loan
policy, namely that non-accrual loans in excess of $500,000 are individually reviewed for impairment, while non-accrual loans less than $500,000 are
considered as part of homogenous pools and are included in the determination of the non-specific allowance.
The recorded investment of TDRs at March 31, 2012 and December
31, 2011 was $313.7 million and $445.2 million, of which 57% and 63%, respectively, were on non-accrual. Corporate Finance receivables accounted for
85% and 88% of the total TDRs at March 31, 2012 and December 31, 2011, respectively. At March 31, 2012 and December 31, 2011, there were $10.7 million
and $27.8 million, respectively, of commitments to lend additional funds to borrowers whose loan terms have been modified in TDRs.
14 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The tables that follow present additional information related to
modifications qualifying as TDRs that occurred during the quarters ended March 31, 2012 and 2011.
Recorded investment of TDRs that occurred during the quarters ended March 31, 2012 and 2011 (dollars in millions)
Recorded investment of TDRs that experience a payment default(1) at the time of default, in the period presented, and for which the payment default occurred within one year of the modification (dollars in millions)
The financial impact of the various modification strategies that
the Company employs in response to borrower difficulties is described below. While the discussion focuses on current quarter amounts, the overall
nature and impact of modification programs were comparable in the current and prior years.
Item 1: Consolidated Financial Statements
15
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 ALLOWANCE FOR LOAN LOSSES
The following table presents changes in the allowance for loan
losses.
Allowance for Credit Losses and Recorded Investment in Finance Receivables (dollars in millions)
16 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 INVESTMENT SECURITIES
The Company invests primarily in U.S. Treasury securities, U.S.
Government Agency securities and Canadian Government securities. These investments typically mature in 91 days or less, and the carrying value
approximates fair value.
Total investment securities include debt and equity securities.
Debt instruments primarily consisted of U.S. Treasuries, U.S. agency bonds and foreign government bonds while equity securities include common stock
and warrants.
Investment Securities (dollars in millions)
Debt securities are recorded on the Consolidated Balance Sheet as
of the trade date and classified based on managements intention on the date of purchase.
The Company conducts and documents periodic reviews of all
securities with unrealized losses to evaluate whether the impairment is other than temporary. Any credit-related impairment on debt securities that the
Company does not plan to sell and is not likely to be required to sell is recognized in the Consolidated Statement of Operations, with the
non-credit-related impairment recognized in other comprehensive income (OCI). For other impaired debt securities, the entire impairment is
recognized in the Consolidated Statement of Operations.
The following table presents interest and dividends on
investments:
Interest and Dividend Income (dollars in millions)
Gross realized investment gains totaled $19.1 million and $23.0
million for the quarters ended March 31, 2012 and 2011, respectively, and exclude losses from other-than-temporary impairments (OTTI). OTTI
credit-related impairments on equity securities recognized in earnings were not material for the quarter ended March 31, 2012 and totaled $ 6.1 million
for the prior-year quarter. Impairment amounts in accumulated other comprehensive income (AOCI) were not material at March 31, 2012 and
December 31, 2011.
Securities Available-for-Sale
The following table presents amortized cost and fair value of
securities available-for-sale (AFS) at March 31, 2012 and December 31, 2011.
Securities Available-for-Sale Amortized Cost and Fair Value (dollars in millions)
Item 1: Consolidated Financial Statements
17
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Debt Securities Held-to-Maturity
The carrying value and fair value of securities held-to-maturity
(HTM) at March 31, 2012 and December 31, 2011 were as follows:
Securities Held-to-Maturity Carrying Value and Fair Value (dollars in millions)
18 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the amortized cost and fair value of
debt securities HTM by contractual maturity dates:
Securities Held-to-Maturity Carrying Value and Fair Value Maturities (dollars in millions)
Item 1: Consolidated Financial Statements
19
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 LONG-TERM BORROWINGS
The following table presents outstanding long-term borrowings,
net of FSA. The fair value adjustment is amortized as a cost adjustment over the remaining term of the respective debt and is reflected in Interest
Expense.
Long-term Borrowings (dollars in millions)
Unsecured
Revolving Credit Facility On August 25, 2011, CIT and certain of its subsidiaries entered
into a Revolving Credit and Guaranty Agreement, among CIT Group Inc., certain subsidiaries of CIT Group Inc., as guarantors, the lenders party thereto
from time to time and Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer (the Revolving Credit
Facility). The total commitment amount under the Revolving Credit Facility is $2 billion consisting of a $1.65 billion revolving loan tranche and
a $350 million revolving loan tranche that can also be utilized for issuance of letters of credit. The Revolving Credit Facility matures on August 14,
2015 and will accrue interest at a per annum rate of LIBOR plus a margin of 2.00% to 2.75% (with no floor) or Base Rate plus a margin of 1.00% to 1.75%
(with no floor). The applicable margin will be determined by reference to the long-term senior unsecured, non-credit enhanced debt rating of the
Company by S&P and Moodys effective at relevant times during the life of the Revolving Credit Facility. Due to the Companys credit
rating upgrade, the applicable margin for LIBOR loans is now 2.50% and the applicable margin for Base Rate loans is now 1.50% at March 31,
2012.
The Revolving Credit Facility may be prepaid and re-borrowed from
time to time at the option of CIT. The amount available to draw upon at March 31, 2012 was approximately $1.9 billion, with the remaining portion
reflecting letter of credit usage. Also, the unutilized portion of any commitment under the Revolving Credit Facility may be reduced permanently or
terminated by CIT at any time without penalty.
Once the Company extinguished the Series A Second-Priority
Secured Notes (Series A Notes) during the 2012 first quarter, all the collateral and subsidiary guarantees under the Revolving Credit
Facility were released, except for subsidiary guarantees from eight of the Companys domestic operating subsidiaries (Continuing
Guarantors). Once the Revolving Credit Facility became unsecured, the collateral coverage covenant was replaced by an asset coverage covenant
(based on the book value of eligible assets of the Continuing Guarantors) of 2.0x the committed facility size plus unsubordinated debt of the
Continuing Guarantors, tested monthly and upon certain dispositions or encumbrances of eligible assets of the Continuing Guarantors.
The Revolving Credit Facility is also subject to a $6 billion
minimum consolidated net worth covenant, tested quarterly, and limits the Companys ability to create liens, merge or consolidate, sell, transfer,
lease or dispose of all or substantially all of its assets, grant a negative pledge or make certain restricted payments during the occurrence and
continuance of an event of default.
20 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Series C Notes
Series C Notes 4.75% & 5.50% In February 2012,
the Company issued $3.25 billion aggregate principal amount of Series C Notes, consisting of $1.5 billion principal amount due 2015 (the 2015
Notes) and $1.75 billion principal amount due 2019 (the 2019 Notes, together with the 2015 Notes, the Notes). The 2015
Notes priced at par and bear interest at a rate of 4.75% and the 2019 Notes priced at par and bear interest at a rate of 5.50%. The proceeds of the
transaction were used, in conjunction with available cash, to redeem the remaining Series A Notes in March 2012.
Series C Notes 5.25% & 6.625% In March 2011,
the Company issued $2 billion of new Series C Notes, consisting of $1.3 billion of three-year 5.25% fixed rate notes and $700 million of seven-year
6.625% fixed rate notes. The proceeds of the transaction were used in May 2011, in conjunction with available cash, to redeem $2.5 billion of 7% Series
A Notes.
Series C Notes 7% (Exchanged) In June 2011, the
Company successfully completed an Exchange Offer and Consent Solicitation for outstanding 7% Series A Notes maturing in 2015, 2016 and 2017. At the
Offer Expiration, tenders with consents or separate consents were received from holders of approximately $10.9 billion in aggregate principal amount of
Series A Notes, made up of $8.76 billion (pre-FSA) of Series A Notes tendered and accepted for exchange, and $2.17 billion of Series A Notes separately
consented, including a majority of each maturity of these Series A Notes. As a result, $8.76 billion principal amount of Series C Notes (pre-FSA) with
the same interest rate and interest payment dates, but maturing one business day later than the Series A Notes for which they were exchanged, were
issued in exchange for the Series A Notes tendered and accepted.
Consents were solicited to replace the covenants and events of
default in the 2015 2017 Series A Notes Indentures with the same covenants and events of default as those in the Indenture that govern the
existing 5.250% Series C Notes due 2014 and 6.625% Series C Notes due 2018. The covenants in the Series C Notes are more consistent with covenants of
investment-grade rated bonds. Approximately $27 million of consent fees were paid to Series A Note holders that delivered consents and were capitalized
and will be amortized as an adjustment of interest expense over the life of the Series C Notes issued in exchange.
Once the Companys remaining Series A Notes were redeemed
during the 2012 first quarter, all the collateral and subsidiary guarantees under the Series C Notes were released.
The Series C Notes Indentures limit the Companys ability to
create liens, merge or consolidate, or sell, transfer, lease or dispose of all or substantially all of its assets. Upon a Change of Control Triggering
Event as defined in the Series C Indentures, holders of the Series C Notes will have the right to require the Company, as applicable, to repurchase all
or a portion of the Series C Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to the date of such
repurchase.
See Note 15 Subsequent Events regarding details on
2012 second quarter Series C Notes redemptions.
Senior Unsecured
In March 2012, CIT filed a shelf registration
statement and issued at par $1.5 billion of senior unsecured notes that mature in 2018 and bear interest at a rate of 5.25%. These rank equal in right
of payment with the Series C Notes and the Revolving Credit Facility.
Secured
Series A Notes On December 10, 2009, pursuant to the Plan of Reorganization the
Company issued $21.04 billion principal amount of its 7.0% Series A Second-Priority Secured Notes with maturities each year from 2013 to 2017 (the
Series A Notes).
During 2012, CIT redeemed the remaining $6.5 billion of Series A
Notes, which resulted in the acceleration of $597 million of FSA discount accretion that was recorded as additional interest expense and a loss of $23
million reflecting a portion of the underwriting fees on the issuance of $3.25 billion of Series C Notes in February 2012.
Secured Borrowings
Set forth below are borrowings and pledged assets primarily owned
by consolidated variable interest entities. Creditors of these entities received ownership and/or security interests in the assets. These entities are
intended to be bankruptcy remote so that such assets are not available to creditors of CIT or any affiliates of CIT. These transactions do not meet
accounting requirements for sales treatment and are recorded as secured borrowings. Except as otherwise noted, pledged assets listed in the following
table as of December 31, 2011 were not included in the collateral available to lenders under the Revolving Credit Facility or the Series A or C Notes
described above. As of March 31, 2012, the Revolving Credit Facility and Series C Notes were unsecured and all the Series A Notes had been paid off in
full.
Item 1: Consolidated Financial Statements
21
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Secured Borrowings and Pledged Assets Summary (dollars in millions)
Variable Interest Entities
(VIEs)
The Company utilizes VIEs in the ordinary course of business to
support its own and its customers financing needs.
The most significant types of VIEs that CIT utilizes are
‘on balance sheet secured financings of pools of leases and loans originated by the Company. The Company originates pools of assets and
sells these to special purpose entities (SPEs), which, in turn, issue debt instruments backed by the asset pools or sell individual
interests in the assets to investors. CIT retains the servicing rights and participates in certain cash flows. These VIEs are typically organized as
trusts or limited liability companies, and are intended to be bankruptcy remote, from a legal standpoint.
The main risks inherent in these secured borrowing structures are
deterioration in the credit performance of the vehicles underlying asset portfolio and risk associated with the servicing of the underlying
assets.
Investors usually have recourse to the assets in the VIEs and
typically benefit from other credit enhancements, such as: (1) a reserve or cash collateral account which requires the Company to deposit cash in an
account, which will first be used to cover any defaulted obligor payments, (2) over-collateralization in the form of excess assets in the VIE, or (3)
subordination, whereby the Company retains a subordinate position in the secured borrowing which would absorb losses due to defaulted obligor payments
before the senior certificate holders. The VIE may also enter into derivative contracts in order to convert yield or currency of the underlying assets
to match the needs of the VIE investors or to limit or change the risk of the VIE.
With respect to events or circumstances that could expose CIT to
a loss, as these are accounted for as on balance sheet secured financings, the Company records an allowance for loan losses for the credit risks
associated with the underlying leases and loans. As these are secured borrowings, CIT has an obligation to pay the debt in accordance with the terms of
the underlying agreements.
Generally, third-party investors in the obligations of the
consolidated VIEs have legal recourse only to the assets of the VIEs and do not have recourse to the Company beyond certain specific provisions
that are customary for secured financing transactions, such as asset repurchase obligations for breaches of representations and warranties. In
addition, the assets are generally restricted only to pay such liabilities.
NOTE 6 DERIVATIVE FINANCIAL
INSTRUMENTS
As part of managing economic risk and exposure to interest rate,
foreign currency and, in limited instances, credit risk, CIT enters into derivative transactions in over-the-counter markets with other financial
institutions. CIT does not enter into derivative financial instruments for speculative purposes. Derivative instruments transacted are generally
collateralized with cash or highly liquid securities such as U.S. treasuries and agencies.
22 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company continuously assesses its hedge requirements and
establishes counterparty relationships to facilitate hedging. During 2012 and 2011, the Companys portfolio was in an asset sensitive position,
whereby assets re-price faster than liabilities, and interest margin increases in a rising interest rate environment. The Companys hedging
strategies relate primarily to currency risk management of foreign operations. The Company utilizes cross-currency swaps and foreign currency forward
contracts to effectively convert U.S. dollar denominated debt to a foreign currency. These transactions are classified as either foreign currency net
investment hedges, or foreign currency cash flow hedges, with resulting gains and losses reflected in AOCI, a separate component of equity. For hedges
of foreign currency net investment positions the forward method is applied whereby effectiveness is assessed and measured based on the
amounts and currencies of the individual hedged net investments versus the notional amounts and underlying currencies of the derivative contract. For
those hedging relationships where the critical terms of the entire debt instrument and the derivative are identical and the credit-worthiness of the
counterparty to the hedging instrument remains sound, there is an expectation of no hedge ineffectiveness so long as those conditions continue to be
met. The net interest differential is recognized on an accrual basis as an adjustment to other income or as interest expense to correspond with the
hedged position.
See Note 1 Business and Summary of Significant Accounting
Policies in our December 31, 2011 Form 10-K for further description of the Companys derivative transaction policies.
The following table presents fair values and notional values of
derivative financial instruments:
Fair and Notional Values of Derivative Financial Instruments (dollars in millions)
Valuation of the derivatives related
to the GSI Facilities is based on several factors using a discounted cash flow (DCF) methodology, including:
Item 1: Consolidated Financial Statements
23
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the impact of derivatives on the
statements of operations:
Derivative Instrument Gains and Losses (dollars in millions)
The following table presents the changes in AOCI relating to derivatives: Changes in AOCI Relating to Derivatives (dollars in millions)
There was no effective portion of derivatives reclassified from
AOCI to income or any hedge ineffectiveness recorded directly in income during the quarters ended March 31, 2012 and 2011.
24 CIT GROUP INC
CIT GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 FAIR VALUE
Fair Value Hierarchy The Company is required to report fair value measurements for
specified classes of assets and liabilities. See Note 1 Business and Summary of Significant Accounting Policies for fair
value measurement policy.
The Company characterizes inputs in the determination of fair
value according to the fair value hierarchy. The fair value of the Companys assets and liabilities where the measurement objective specifically
requires the use of fair value are set forth in the tables below:
Assets and Liabilities Measured at Fair Value on a Recurring Basis (dollars in millions)
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