8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2017 (June 15, 2017)
CIT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware	001-31369	65-1051192
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)
11 West 42nd Street
New York, New York 10036
(Address of registrant’s principal executive office)
Registrant’s telephone number, including area code: (212) 461-5200
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
	Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Section 8 – Other Events

Item 8.01. Other Events

On June 15, 2017, CIT Group Inc. (“we”, the “Company” or “CIT”) announced that, pursuant to authorization on June 5, 2017 of the Company’s Board of Directors (“Board”), the Company has repurchased approximately $38 million of common stock under an open market repurchase program (“OMR”). The OMR began on June 9, 2017, and was completed on June 14, 2017. The Company also announced that, on June 15, 2017, pursuant to Board authorization on May 9, 2017, CIT entered into an accelerated share repurchase agreement for $512 million of CIT’s common stock. A copy of the press release is attached hereto as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release dated June 15, 2017.

CAUTIONARY NOTE REGARDING 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 unsuccessful in implementing its strategy and business plan, 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, 2016, 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CIT GROUP INC. (Registrant)
By:	/s/ John Fawcett
	Name:	John Fawcett
	Title:	Executive Vice President and
		Chief Financial Officer

Dated: June 15, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 15, 2017.

EX-99.1

Exhibit 99.1

CIT Announces $550 Million of Additional Capital Actions

NEW YORK, June 15, 2017 — CIT Group Inc. (NYSE: CIT) today announced additional actions that return $550 million of capital through an open market repurchase program (OMR) and an accelerated share repurchase agreement (ASR). Both of these actions were authorized by CIT’s Board of Directors (Board) and were included in the Company’s 2016 Amended Capital Plan.

CIT completed the repurchase of approximately $38 million of common stock under the OMR, which began on June 9, 2017 and was completed on June 14, 2017. The OMR resulted in the repurchase of 818,071 shares at an average share price of $46.45.

In addition, CIT also entered into an ASR today with Morgan Stanley & Co. LLC (Dealer) to repurchase $512 million of CIT’s common shares.

"We continue to deliver on our strategic plan to create value for our shareholders,” said CIT Chairwoman and Chief Executive Officer Ellen R. Alemany. "Upon completion of the ASR, CIT will have honored its commitment to shareholders and returned $3.3 billion of capital this year. As we look to the second half of the year, we remain focused on continuing to build momentum in our core businesses and advancing our strategic plan."

Under the terms of the ASR, CIT will pay to the Dealer $512 million in exchange for the initial delivery of approximately 9.25 million CIT common shares. The ultimate number of CIT common shares repurchased under the ASR will be determined based on the volume-weighted average share price during the term of the ASR subject to adjustments pursuant to the terms and conditions of the ASR. At final settlement, which is expected to occur by the end of the third quarter of 2017, the Dealer may be required to deliver additional shares of CIT’s common stock to CIT, or, under certain circumstances, CIT may be required to make a cash payment or may elect to deliver shares of its common stock to the Dealer.   

The $550 million aggregate capital return was funded using a combination of proceeds of the recently completed $325 million preferred stock issuance and a portion of the proceeds of the sale of the Company’s commercial aircraft leasing business.

This return of capital to stockholders was made pursuant to CIT's 2016 Amended Capital Plan, for which CIT received a non-objection from the Federal Reserve Bank of New York to return up to $2.975 billion of common equity from the proceeds of the Commercial Air sale and up to an additional $325 million upon issuance of a like amount of Tier 1 qualifying preferred stock.  Together with the recently completed cash tender offer for $2.75 billion of CIT’s

common stock, the $550 million aggregate amount of the OMR and ASR completes the $3.3 billion return of capital.

Forward-Looking Statements

This press release 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 press release, 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. We describe 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, 2016, which was filed with the Securities and Exchange Commission. Accordingly, you should not place undue reliance on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date on which the statements were made. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

About CIT

Founded in 1908, CIT (NYSE: CIT) is a financial holding company with $63 billion in assets as of March 31, 2017. Its principal bank subsidiary, CIT Bank, N.A. (Member FDIC, Equal Housing Lender), has more than $30 billion of deposits and more than $40 billion of assets. CIT provides financing, leasing, and advisory services principally to middle-market companies and small businesses across a wide variety of industries. It also offers products and services to consumers through its Internet bank franchise and a network of retail branches in Southern California, operating as OneWest Bank, a division of CIT Bank, N.A. For more information visit cit.com.

Contacts

CIT MEDIA RELATIONS:

Gina Proia

(212) 771-6008 

Gina.Proia@cit.com

CIT INVESTOR RELATIONS:

Barbara Callahan

(973) 740-5058 

Barbara.Callahan@cit.com

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