CIT GROUP INC - 10-K - 20070301 - AUDITORS_OPINION
Report of Independent Registered Public Accounting Firm
Consolidated Balance
Sheets at December 31, 2006 and December 31, 2005.
Consolidated Statements
of Income for the years ended December 31, 2006, 2005 and 2004.
Consolidated Statements
of Stockholders’ Equity for the years ended December 31, 2006, 2005 and 2004.
Consolidated Statements
of Cash Flows for the years ended December 31, 2006, 2005 and 2004.
Notes to Consolidated Financial Statements
2.
All
schedules are omitted because they are not applicable or because the required
information appears in the Consolidated Financial Statements or the notes thereto.
(b)
Exhibits
3.1
Second
Restated Certificate of Incorporation of the Company (incorporated by reference
to Form 10-Q filed by CIT on August 12, 2003).
3.2
Amended
and Restated By-laws of the Company (incorporated by reference to Form 10-Q filed by CIT
on August 12, 2003).
3.3
Certificate
of Designations relating to the Company’s 6.350% Non-Cumulative Preferred
Stock, Series A (incorporated by reference to Exhibit 3 to Form 8-A filed by
CIT on July 29, 2005).
3.4
Certificate
of Designations relating to the Company’s Non-Cumulative Preferred Stock,
Series B (incorporated by reference to Exhibit 3 to Form 8-A filed by CIT on
July 29, 2005).
4.1
Form
of Certificate of Common Stock of CIT (incorporated by reference to Exhibit 4.1 to
Amendment No. 3 to the Registration Statement on Form S-3 filed June 26, 2002).
4.2
Indenture
dated as of August 26, 2002 by and among CIT Group Inc., J.P. Morgan Trust
Company, National Association (as successor to Bank One Trust Company, N.A.),
as Trustee and Bank One NA, London Branch, as London Paying Agent and London
Calculation Agent, for the issuance of unsecured and unsubordinated debt
securities (Incorporated by reference to Exhibit 4.18 to Form 10-K filed by CIT
on February 26, 2003).
4.3
Form
of Indenture dated as of October 29, 2004 between CIT Group Inc. and J.P.
Morgan Trust Company, National Association for the issuance of senior debt
securities (Incorporated by reference to Exhibit 4.4 to Form S-3/A filed by CIT
on October 28, 2004).
4.4
Form
of Indenture dated as of October 29, 2004 between CIT Group Inc. and J.P.
Morgan Trust Company, National Association for the issuance of subordinated
debt securities (Incorporated by reference to Exhibit 4.5 to Form S-3/A filed
by CIT on October 28, 2004).
4.5
Certain
instruments defining the rights of holders of CIT’s long-term debt, none
of which authorize a total amount of indebtedness in excess of 10% of the total
amounts outstanding of CIT and its subsidiaries on a consolidated basis have
not been filed as exhibits. CIT agrees to furnish a copy of these agreements to
the Commission upon request.
4.6
5-Year
Credit Agreement, dated as of October 10, 2003 among J.P. Morgan Securities
Inc., a joint lead arranger and bookrunner, Citigroup Global Markets Inc., as
joint lead arranger and bookrunner, JP Morgan Chase Bank as administrative
agent, Bank of America, N.A. as syndication agent, and Barclays Bank PLC, as
documentation agent (Incorporated by reference to Exhibit 4.2 to Form 10-Q
filed by CIT on November 7, 2003).
4.7
5-Year
Credit Agreement, dated as of April 14, 2004, among CIT Group Inc., the several
banks and financial institutions named therein, J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc., as joint lead arrangers and bookrunners, JP
Morgan Chase Bank, as administrative agent, Bank of America, N.A., as
syndication agents and Barclays Bank PLC, as documentation
115
agent (Incorporated
by reference to Exhibit 4.3 to Form 10-Q filed by CIT on May 7, 2004).
4.8
5-Year Credit Agreement, dated as of April 13, 2005, among CIT Group Inc., the several banks and financial institutions named therein, Citigroup Global Markets Inc. and Banc of America Securities LLC, as joint lead arrangers and bookrunners, Citibank, N.A., as administrative agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent.
4.9
5-Year Credit Agreement, dated as of December 6, 2006, among CIT Group Inc., the several banks and financial institutions named therein, Citigroup Global Markets Inc. and Barclays Capital, as joint lead arrangers and bookrunners, Citibank, N.A., as administrative agent, Barclays Bank PLC, as syndication agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-documentation agents.
4.10
Indenture
dated as of January 20, 2006 between CIT Group Inc. and JPMorgan Chase Bank, N.A. for the
issuance of senior debt securities (incorporated by reference to Exhibit 4.3 to Form 10-Q
filed by CIT on August 7, 2006).
4.11
Indenture
dated as of January 20, 2006 between CIT Group Inc. and JPMorgan Chase Bank, N.A. for the
issuance of subordinated debt securities (incorporated by reference to Exhibit 4.4 to
Form 10-Q filed by CIT on August 7, 2006).
4.12
Indenture
dated as of June 2, 2006 between CIT Group Inc., JPMorgan Chase Bank, N.A. and JPMorgan
Chase Bank, N.A., London branch for the issuance of senior notes (incorporated by
reference to Exhibit 4.5 to Form 10-Q filed by CIT on August 7, 2006).
4.13
Indenture
dated as of June 2, 2006 between CIT Group Inc., JPMorgan Chase Bank, N.A. and JPMorgan
Chase Bank, N.A., London branch for the issuance of subordinated notes (incorporated by
reference to Exhibit 4.6 to Form 10-Q filed by CIT on August 7, 2006).
4.14
Indenture
dated as of November 1, 2006, among CIT Group Funding Company of Canada, CIT Group Inc.,
and The Bank of New York, for the issuance of senior debt securities of CIT Group Funding
Company of Canada and the related guarantees of CIT (incorporated by reference to Exhibit
4.8 to Form 10-Q filed by CIT on November 6, 2006).
10.1
Agreement
dated as of June 1, 2001 between CIT Holdings (NV) Inc., a wholly-owned
subsidiary of Tyco International Ltd., and CIT (formerly known as Tyco Capital
Corporation and Tyco Acquisition Corp. XX (NV) and successor to The CIT Group,
Inc.), a Nevada corporation, regarding transactions between CIT Holdings and
CIT (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to the
Registration Statement on Form S-3 filed June 7, 2002).
10.2
Form
of Separation Agreement by and between Tyco International Ltd. and CIT (incorporated by
reference to Exhibit 10.2 to Amendment No. 3 to the Registration Statement on
Form S-3 filed June 26, 2002).
10.3
Form
of Financial Services Cooperation Agreement by and between Tyco International Ltd. and
CIT (incorporated by reference to Exhibit [10.3] to Amendment No. 3 to the
Registration Statement on Form S-3 filed June 12, 2002).
10.4*
Employment
Agreement for Joseph M. Leone dated as of August 1, 2004 (incorporated by
reference to Exhibit 10.3 to Form 10-Q filed by CIT on November 9, 2004).
10.5*
Employment
Agreement for Thomas B. Hallman dated as of August 1, 2004 (incorporated by
reference to Exhibit 10.2 to Form 10-Q filed by CIT on November 9, 2004).
10.6*
Employment
Agreement for Lawrence A. Marsiello dated as of August 1, 2004 (incorporated by
reference to Exhibit 10.4 to Form 10-Q filed by CIT on November 9, 2004).
10.7*
Employment
Agreement by and among CIT Group Inc. and Frederick E. Wolfert dated as of
August 1, 2004 (Incorporated by reference to Exhibit 10.5 to Form 10-Q filed by
CIT on November 9, 2004).
10.8
2004
Extension and Funding Agreement dated September 8, 2004, by and among Dell Financial
Services L.P., Dell Credit Company L.L.C., DFS-SPV L.P., DFS-GP, Inc., Dell
Inc., Dell Gen. P. Corp., Dell DFS Corporation, CIT Group Inc., CIT Financial
USA, Inc., CIT DCC Inc., CIT DFS Inc., CIT Communications Finance Corporation,
and CIT Credit Group USA Inc. (Incorporated by reference to Form 8-K filed by CIT
on September 9, 2004).
10.9*
Executive
Severance Plan (incorporated by reference to Exhibit 10.24 to Amendment No. 3 to
116
CIT GROUP INC 2006
the
Registration Statement on Form S-3 filed June 26, 2002).
10.10*
Long-Term
Equity Compensation Plan (incorporated by reference to Form DEF-14A filed April 23, 2003).
10.11
Form
of Indemnification Agreement (incorporated by reference to Exhibit 10.26 to
Amendment No. 3 to the Registration Statement on Form S-3 filed June 26, 2002).
10.12
Form
of Tax Agreement by and between Tyco International Ltd. and CIT (incorporated
by reference to Exhibit 10.27 to Amendment No. 3 to the Registration Statement
on Form S-3 filed June 26, 2002).
10.13
Master
Confirmation Agreement and the related Supplemental Confirmation dated as of
July 19, 2005 between Goldman, Sachs and Co. and CIT Group Inc. relating to CIT’s
accelerated stock repurchase program (incorporated by reference to Exhibit 10.1
to Form 10-Q filed by CIT on August 5, 2005).
10.14
Agreement
and Plan of Merger, dated as of January 4, 2005, among Education Lending Group,
Inc. CIT Group Inc. and CIT ELG Corporation (incorporated by reference to
Exhibit 99.2 to the Form 8-K filed by CIT on January 6, 2005).
10.15**
Master
Confirmation and the related Supplemental Confirmation, each dated as of January 24, 2007, between CIT Group Inc. and BNP Paribas relating
to CIT's accelerated stock repurchase program.
10.16*
CIT
Group Inc. Long -Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Form
8-K filed by CIT on May 15, 2006).
10.17*
CIT
Group Inc. Executive Incentive Plan (incorporated by reference to Exhibit 10.2 to Form
8-K filed by CIT on May 15, 2006).
10.18*
Employment
Agreement, dated August 29, 2006, between CIT Group Inc. and Jeffrey M. Peek
(incorporated by reference to Exhibit 99.1 to Form 8-K filed by CIT on September 5, 2006).
10.19*
Forms
of CIT Group Inc. Long-Term Incentive Plan Stock Option Award Agreements.
10.20*
Forms
of CIT Group Inc. Long-Term Incentive Plan Performance Share Award Agreements.
10.21*
Forms
of CIT Group Inc. Long-Term Incentive Plan Restricted Stock Award Agreements.
10.22*
Forms
of CIT Group Inc. Long-Term Incentive Plan Restricted Cash Unit Award Agreements.
10.23*
Form
of CIT Group Inc. Long-Term Incentive Plan Restricted Stock Unit Award Agreement.
12.1
CIT
Group Inc. and Subsidiaries Computation of Earnings to Fixed Charges.
21.1
Subsidiaries
of CIT.
23.1
Consent
of PricewaterhouseCoopers LLP.
24.1
Powers
of Attorney.
31.1
Certification
of Jeffrey M. Peek pursuant to Rules 13a-15(e) and 15d-15(f) of the Securities
Exchange Commission, as promulgated pursuant to Section 13(a) of the Securities
Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification
of Joseph M. Leone pursuant to Rules 13a-15(e) and 15d-15(f) of the Securities
Exchange Commission, as promulgated pursuant to Section 13(a) of the Securities
Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification
of Jeffrey M. Peek pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2
Certification
of Joseph M. Leone pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
*
Indicates
a management contract or compensatory plan or arrangement.
*
*
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended.
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