CIT Group, Inc. is a commercial and consumer finance company, providing clients with financing and leasing products and advisory services in North America, Europe, Latin America and Asia Pacific.

A putative class action lawsuit, asserting claims under the Securities Act of 1933, was filed in the United States District Court for the Southern District of New York against CIT, its former Chief Executive Officer and its Chief Financial Officer. The lawsuit contained allegations that the registration statement and prospectus prepared and filed in connection with CIT's 2002 initial public offering ("IPO") were materially false and misleading, principally with respect to the adequacy of CIT's telecommunications-related loan loss reserves at the time. The lawsuit purported to have been brought on behalf of all those who purchased CIT common stock in or traceable to the IPO, and sought, among other relief, unspecified damages or rescission for those alleged class members who still hold CIT stock and unspecified damages for other alleged class members.

According to the Company’s Form 10-K for the fiscal year ended December 31, 2004, on June 25, 2003, by order of the United States District Court, the lawsuit was consolidated with five other substantially similar suits, all of which had been filed after April 10, 2003 and one of which named as Defendants some of the underwriters in the IPO and certain former directors of CIT. Glickenhaus & Co., a privately held investment firm, was named lead Plaintiff in the consolidated action. On September 16, 2003, an amended and consolidated Complaint was filed. That Complaint contained substantially the same allegations as the original Complaints. In addition to the foregoing, two similar suits (the "Derivative Suits") were brought by certain shareholders on behalf of CIT against CIT and some of its present and former directors under Delaware corporate law.

As disclosed by the same SEC filing, on December 28, 2004, the United States District Court entered an order granting CIT's motion to dismiss the consolidated case. The Plaintiff's time to appeal that order expired on January 28, 2005 with no notice of appeal having been filed. The cases against all parties, including the Derivative Suits, have been dismissed.