CIT GROUP INC. (NYSE:CIT) Files An 8-K Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement.

On December 7, 2016, CIT Financial Ltd. (CFL), a
wholly-owned indirect subsidiary of CIT Group Inc. (the
Company), entered into a Fourth Amended and Restated
Confirmation (the Termination Agreement) with Goldman
Sachs International (GSI), a company organized under the
laws of England and Wales, to terminate the $1.5 billion total
return swap facility (the Canadian TRS Facility),
evidenced by that certain 1992 ISDA Master Agreement
(Multicurrency Cross Border), dated as of June 6, 2008, by and
among GSI and CFL (as amended, modified or supplemented from time
to time, including by (i) that certain Amended and Restated
Schedule to the ISDA Master Agreement, dated as of October 25,
2011, (ii) that certain Credit Support Annex to the Schedule to
the Master Agreement, dated as of June 6, 2008, and (iii) that
certain Third Amended and Restated Confirmation, dated June 28,
2012, and collectively, the ISDA).

Under the Termination Agreement, the Canadian TRS Facility will
terminate on March 31, 2017, or such earlier date designated by
CFL upon five business days prior notice delivered to GSI on or
after January 2, 2017.

The Canadian TRS Facility is a financing facility structured as a
total return swap, under which the unutilized portion available
for advances is accounted for as a derivative and recorded at its
estimated fair value. At September 30, 2016, a total of
approximately $440 million was utilized under the Canadian TRS
Facility and approximately $1.1 billion of the Canadian TRS
Facility was unutilized. The utilized portion of the Canadian TRS
Facility consisted entirely of assets related to a commercial
aircraft securitization transaction.

In order to prepare for the previously announced sale of the
Companys commercial aircraft leasing business to Avolon Holdings
Limited, CIT will redeem the commercial aircraft securitization
transaction currently utilized as a reference obligation in the
Canadian TRS Facility, causing the Canadian TRS Facility to
become fully unutilized. After an evaluation of various
alternatives and in connection with the Companys continued
transformation to a commercial bank model, the Company now
expects the facility to remain unutilized for its remaining life.
As a result, the Company and its Board of Directors have decided
to terminate the Canadian TRS Facility in order to further
simplify the Companys business model and reduce earnings
volatility resulting from the mark-to-market of the Canadian TRS
Facility.

The Termination Agreement requires payment by CFL to GSI on
December 7, 2016, of the present value of the remaining facility
fee in an amount equal to approximately $280 million. The
termination fee and the reduction of the liability associated
with the Canadian TRS Facility derivative of approximately $37
million at September 30, 2016, will result in a net pretax charge
for the Company of approximately $245 million in the fourth
quarter of 2016. The impact of this net charge to the Companys
capital ratio is a reduction of approximately 0.30%.

As a result of the Termination Agreement, the unsecured
counterparty receivable held by GSI under the Canadian TRS
Facility will be released and, therefore, the Company expects the
Termination Agreement to have a minimal impact on its available
liquidity.

Section 2 Financial Information

Item 2.04. Triggering Events That
Accelerate or Increase a Direct Financial Obligation or
Obligations under an Off-Balance Sheet Arrangement.

The information contained in Item 1.02. Termination ofa Material
Definitive Agreement above with respect to the termination of the
Canadian TRS Facility is hereby incorporated by reference into
this Item 2.04.

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, the risk that CIT is unable
to react to and address key business and regulatory issues, 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 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.

About CIT GROUP INC. (NYSE:CIT)

CIT Group Inc. (CIT) is a bank holding company. The Company, together with its subsidiaries, provides financing, leasing and advisory services to middle market companies in a range of industries in North America, and equipment financing and leasing solutions to the transportation industry around the world. The Company’s segments include North America Banking (NAB), including Commercial Real Estate, Commercial Banking and Consumer Banking divisions; Transportation & International Finance (TIF), including Aerospace, Rail, Maritime Finance and International Finance divisions, and Legacy Consumer Mortgages (LCM), which includes single-family residential mortgage (SFR) loans and reverse mortgage loans. CIT products and services include account receivables collection; equipment leases; acquisition and expansion financing; factoring services; financial risk management; asset management and servicing; asset-based loans; insurance services; credit protection; debt restructuring, and deposits.

CIT GROUP INC. (NYSE:CIT) Recent Trading Information

CIT GROUP INC. (NYSE:CIT) closed its last trading session up +0.73 at 42.57 with 1,553,822 shares trading hands.