10-K 1 e73174_10k.htm ANNUAL REPORT

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

|X|  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2016
           
or
   
|  | Transition Report Pursuant to Section 13 or
    15(d) of the Securities Exchange Act of 1934

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

 
Delaware
(State or other jurisdiction of incorporation or organization)
           
65-1051192
(IRS Employer Identification No.)
 
                       
11 West 42nd Street, New York, New York
(Address of Registrant’s principal executive offices)
           
10036
(Zip Code)
 
                       
(212) 461-5200
Registrant’s telephone number including area code:
                       
 
                       
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Common Stock, par value $0.01 per share
           
Name of each exchange on which registered
New York Stock Exchange
 
                       
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes |X| No |  |

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes |  | No |X|

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this Chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |  |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)

Large accelerated filer |X| Accelerated filer |  | Non-accelerated filer | | Smaller reporting company | |

At February 28, 2017, there were 202,603,394 shares of CIT’s common stock, par value $0.01 per share, outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes |  | No |X|

The aggregate market value of voting common stock held by non-affiliates of the registrant, based on the New York Stock Exchange Composite Transaction closing price of Common Stock ($31.91 per share, 201,035,207 shares of common stock outstanding), which occurred on June 30, 2016, was $6,415,033,452. For purposes of this computation, all officers and directors of the registrant are deemed to be affiliates. Such determination shall not be deemed an admission that such officers and directors are, in fact, affiliates of the registrant.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 |  |

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to the 2017 Annual Meeting of Stockholders are incorporated by reference into Part III hereof to the extent described herein.

 



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CIT ANNUAL REPORT 2016    1



CONTENTS

 
Part One
Item 1.
           
Business Overview
         2    
 
           
Where You Can Find More Information
         18    
Item 1A.
           
Risk Factors
         23    
Item 1B.
           
Unresolved Staff Comments
         34    
Item 2.
           
Properties
         34    
Item 3.
           
Legal Proceedings
         34    
Item 4.
           
Mine Safety Disclosures
         34    
 
Part Two
Item 5.
           
Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
         35    
Item 6.
           
Selected Financial Data
         37    
Item 7.
           
Management’s Discussion and Analysis of Financial Condition and Results of Operations
         40    
Item 7A.
           
Quantitative and Qualitative Disclosure about Market Risk
         40    
Item 8.
           
Financial Statements and Supplementary Data
         103    
Item 9.
           
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
         221    
Item 9A.
           
Controls and Procedures
         221    
Item 9B.
           
Other Information
         223    
 
Part Three
Item 10.
           
Directors, Executive Officers and Corporate Governance
         224    
Item 11.
           
Executive Compensation
         224    
Item 12.
           
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
         224    
Item 13.
           
Certain Relationships and Related Transactions, and Director Independence
         224    
Item 14.
           
Principal Accountant Fees and Services
         224    
 
Part Four
Item 15.
           
Exhibits and Financial Statement Schedules
         225    
Signatures
     231    

 

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2    CIT ANNUAL REPORT 2016

PART ONE


Item 1: Business Overview

BUSINESS DESCRIPTION

CIT Group Inc., together with its subsidiaries (collectively “we”, “our”, “CIT” or the “Company”), has provided financial solutions to its clients since its formation in 1908. We provide financing, leasing and advisory services principally to middle-market companies, including to the transportation industry, and equipment financing and leasing solutions to a wide variety of industries, primarily in North America. We had $46.8 billion of earning assets from continuing operations at December 31, 2016. CIT is a bank holding company (“BHC”) and a financial holding company (“FHC”). CIT also provides a full range of banking and related services to commercial and individual customers through its banking subsidiary, CIT Bank, N.A. (“CIT Bank”), which includes 70 branches located in Southern California, and its online bank, bankoncit.com.

On October 6, 2016, we entered into a definitive agreement to sell our Commercial Air business, except for certain Commercial Air loans and investments in CIT Bank, and our investment in two aircraft leasing joint ventures. This business, along with our Business Air and Financial Freedom businesses are all reported as discontinued operations. All prior period balances have been conformed. See Note 2Acquisition and Discontinued Operations in Item 8. Financial Statements and Supplementary Data.

CIT is regulated by the Board of Governors of the Federal Reserve System (“FRB”) and the Federal Reserve Bank of New York (“FRBNY”) under the U.S. Bank Holding Company Act of 1956, as amended. CIT Bank is regulated by the Office of the Comptroller of the Currency of the U.S. Department of the Treasury (“OCC”).

Each business has industry alignment and focuses on specific sectors, products and markets. Our principal product and service offerings include:

Products and Services
           
 
•   Account receivables collection
           
•   Equipment leases
•   Acquisition and expansion financing
           
•   Factoring services
•   Asset management and servicing
           
•   Financial risk management
•   Asset-based loans
           
•   Import and export financing
•   Credit protection
           
•   Insurance services
•   Cash management and payment services
           
•   Letters of credit / trade acceptances
•   Debt restructuring
           
•   Merger and acquisition advisory services
•   Debt underwriting and syndication
           
•   Residential mortgage loans and mortgage servicing
•   Deposits
           
•   Secured lines of credit
•   Enterprise value and cash flow loans
           
•   Small Business Administration (“SBA”) loans

We source our commercial lending business primarily through direct marketing to borrowers, lessees, manufacturers, vendors and distributors, and through referral sources and other intermediaries. We source our consumer lending business through our online bank branch network. Periodically we buy participations in syndications of loans and lines of credit and purchase finance receivables and residential mortgage loans on a whole-loan basis.

We generate revenue by earning interest on loans and investments, collecting rents on equipment we lease, and earning commissions, fees and other income for services we provide. We syndicate and sell certain finance receivables and equipment to leverage our origination capabilities, reduce concentrations and manage our balance sheet.

We set underwriting standards for each division and employ portfolio risk management models to achieve desired portfolio demographics. Our collection and servicing operations are organized by business and geography in order to provide efficient client interfaces and uniform customer experiences.

Funding sources include deposits and borrowings, and our funding mix has continued to migrate towards a higher proportion of deposits.




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CIT ANNUAL REPORT 2016    3



BUSINESS SEGMENTS

Due to changes in our business, we realigned our segments in 2016, reflective of our internal reporting structure, management’s review of the segment’s performance and management’s decision making. As of December 31, 2016, CIT manages its business and reports its financial results in three operating segments: Commercial Banking, Consumer Banking, and Non-Strategic Portfolios (“NSP”), and a non-operating segment, Corporate and Other.

The following table reflects our business as of December 31, 2016:

 SEGMENT NAME         DIVISIONS     MARKETS AND SERVICES
Commercial Banking
           
Commercial Finance
Rail
Real Estate Finance
Business Capital
   
•   Commercial Finance, Real Estate Finance, and Business Capital provide lending, leasing and other financial and advisory services, primarily to small and middle-market companies across select industries.
•  Business Capital also provides factoring, receivables management products and secured financing to the retail supply chain.
•  Rail provides equipment leasing and secured financing to the rail industry.
Consumer Banking
           
Other Consumer Banking (collectively includes Retail Banking, SBA Lending and Consumer Lending)
Legacy Consumer Mortgages (“LCM”)
   
•   Other Consumer Banking includes a full suite of deposit products, single family residential (“SFR”) loans offered through retail branches, and an online direct channel, and also provides SBA loans.
•  LCM consists of SFR loans acquired in the OneWest Transaction, which includes reverse mortgage loans, certain of which are covered by loss sharing agreements with the FDIC.
Non-Strategic Portfolios
           
 
   
•   Consists of portfolios that we do not consider strategic equipment finance and secured lending in select international geographies.
Corporate and Other
           
 
   
•   Includes investments and other unallocated items, such as amortization of certain intangible assets.

The following summarizes changes to our segment reporting from December 31, 2015. All prior period data presented in this Annual Report on Form 10-K were conformed to reflect the following changes.

-
  In the first quarter of 2016, following a previously announced reorganized management structure, CIT realigned its segments. The Commercial Banking segment (formerly North America Banking or “NAB”) was comprised of Commercial Finance, Real Estate Finance, and Business Capital, and no longer includes the Consumer Banking division, which was moved to the Consumer Banking segment. Also, Equipment Finance and Commercial Services, business units that were formerly discrete divisions in the 2015 filing, are now included in Business Capital. In the third quarter of 2016, the Canadian Equipment and Corporate Finance businesses that were within the Business Capital and Commercial Finance divisions, respectively, were transferred to NSP. In the fourth quarter of 2016 we further realigned our segments with Rail becoming a fourth division of Commercial Banking. Also as part of the fourth quarter realignment, Maritime Finance and the remaining commercial air loans not part of discontinued operations were transferred to Commercial Finances. Rail, Maritime Finance and commercial air loans and investments not part of discontinued operations were previously all part of the Transportation Finance segment.

-
  Transportation Finance (formerly Transportation & International Finance or “TIF”) no longer exists as a separate business segment. In our initial realignment in the first quarter of 2016, we transferred the international businesses in China and the U.K. to NSP, such that Transportation Finance was then comprised of three divisions, Aerospace (composed of Commercial Air and Business Air), Rail and Maritime Finance. Based on the definitive sale agreement with respect to Commercial Air that we executed on October 6, 2016, the activity of the Commercial Air business that is subject to the sale agreement, as well as activity associated with the Business Air assets are reported as discontinued operations as of December 31, 2016. As mentioned above, Rail, Maritime Finance and commercial air loans not part of discontinued operations were transferred to Commercial Banking.

-
  Consumer Banking includes Legacy Consumer Mortgages (the former LCM segment) and other banking divisions that were included in the former NAB segment (Retail Banking, Consumer Lending, and SBA Lending).

-
  NSP includes businesses that we no longer consider strategic and as of December 31, 2016, the remaining portfolio is primarily in China. Historic data also includes businesses and portfolios that have been sold, in countries such as Canada, the U.K., Mexico, and Brazil.

Financial information about our segments and our geographic areas of operation are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Item 1:  Business Overview



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Operations and Item 8. Financial Statements and Supplementary Data (Note 25 — Business Segment Information).

COMMERCIAL BANKING

Commercial Banking is comprised of four divisions, Commercial Finance, Real Estate Finance, Business Capital, and Rail.

Commercial Banking provides a range of lending, leasing and deposit products, as well as ancillary products and services, including factoring, cash management and advisory services, primarily to small and medium-sized companies, as well as to the rail industry. Revenue is generated from interest earned on loans, rents on equipment leased, fees and other revenue from lending and leasing activities, and banking services, along with capital markets transactions and commissions earned on factoring and related activities.

Description of Divisions

Commercial Finance provides a range of commercial lending and deposit products, as well as ancillary services, including cash management and advisory services, primarily to small and middle market companies. Loans offered are primarily senior secured loans collateralized by accounts receivable, inventory, machinery and equipment, shipping vessels and/or intangibles that are often used for working capital, plant expansion, acquisitions or recapitalizations. These loans include revolving lines of credit and term loans and, depending on the nature and quality of the collateral, may be referred to as asset-based loans or cash flow loans. Loans are originated through relationships with private equity sponsors, or through direct relationships, led by individuals with significant experience in their respective industries. We provide financing, treasury management and capital markets products to customers in a wide range of industries, including aerospace & defense, communication, energy, entertainment, gaming, healthcare, industrials, information services & technology, maritime, restaurants, retail, and services.

Rail offers customized leasing and financing solutions and a highly efficient fleet of railcars and locomotives to railroads and shippers throughout North America and Europe. We serve over 650 customers, including all of the U.S. and Canadian Class I railroads (i.e., railroads with annual revenues of at least USD $450 million), other railroads and non-rail companies, such as shippers and power and energy companies. Our operating lease fleet consists of approximately 131,000 railcars and approximately 400 locomotives. Railcar types include covered hopper cars used to ship grain and agricultural products, plastic pellets, sand, and cement; tank cars for energy products and chemicals; gondolas for coal, steel coil and mill service products; open hopper cars for coal and aggregates; boxcars for paper and auto parts, and centerbeams and flat cars for lumber. The rail portfolio is discussed further in the Concentrations section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Real Estate Finance provides senior secured commercial real estate loans to developers and other commercial real estate professionals. We focus on properties with a stable cash flow and originate construction loans to highly experienced and well capitalized developers. In addition, the portfolio includes acquired multi-family commercial mortgage loans that are being run off.

Business Capital provides leasing and equipment financing to small businesses and middle market companies in a wide range of industries on both a private label and direct basis. We provide financing solutions for our borrowers and lessees, and assist manufacturers and distributors in growing sales, profitability and customer loyalty by providing customized, value-added finance solutions to their commercial clients. Our lending platform allows small businesses to access financing through a highly automated credit approval, documentation and funding process. We offer commercial loans and leases, including both capital and operating leases. In addition, this division provides factoring, receivable management products, and secured financing to businesses (our clients, which are generally manufacturers or importers of goods) that operate in several industries, including apparel, textile, furniture, home furnishings and consumer electronics. Factoring entails the assumption of credit risk with respect to trade accounts receivable arising from the sale of goods by our clients to their customers (generally retailers) that have been factored (i.e., sold or assigned to the factor). Although primarily U.S.-based, we also conduct business with clients and their customers internationally.

Key Risks

Key risks faced by the divisions are credit, business and asset risk. Credit risks associated with secured financings relate to the ability of our borrower to repay our loan and the value of the collateral underlying the loan should our borrower default on its obligations.

Business risks relate to the demand for services that is broadly affected by the overall level of economic growth and is more specifically affected by the overall level of economic activity in CIT’s target industries. If demand for CIT’s products and services declines, then overall new business volume will decline. Likewise, changes in supply and demand of CIT’s products and services also affect the pricing CIT can command from the market. Additionally, new business volume in Commercial Banking is influenced by CIT’s ability to maintain and develop relationships with its equity sponsors, clients, vendor partners, distributers and resellers. With regard to pricing, the divisions are subject to potential threats from competitor activity or disintermediation by vendor partners and other referral sources, which could negatively affect CIT’s margins. Commercial Banking is also exposed to business risk related to its syndication activity. Under adverse market circumstances, CIT would be exposed to risk arising from the inability to sell loans to other lenders, resulting in lower fee income and higher than expected credit exposure to certain borrowers.

The products and services provided by Commercial Services (a unit of Business Capital that provides commercial factoring services) involve two types of credit risk: customer and client. A client is the counterparty to any factoring, financing, or receivables purchasing agreement that has been entered into with Commercial Services. A customer is the account debtor and obligor on trade accounts receivable that have been factored with and assigned to the factor.

The most prevalent risk in factoring transactions for Commercial Services is customer credit risk. Customer credit risk relates to the inability of a customer to pay undisputed trade accounts




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CIT ANNUAL REPORT 2016    5



receivable due to the factor. While less significant than customer credit exposure, there is also client credit risk in providing cash advances to factoring clients. Client credit risk relates to a decline in the creditworthiness of a borrowing client, their consequent inability to repay their loan and the possible insufficiency of the underlying collateral (including the aforementioned customer accounts receivable) to cover any loan repayment shortfall. At December 31, 2016, client credit risk accounted for less than 10% of total Commercial Services credit exposure while customer credit risk accounted for the remainder.

Commercial Services is also subject to a variety of business risks including operational, due to the high volume of transactions, as well as business risks related to competitive pressures from other banks, boutique factors, and credit insurers and seasonal risks due to retail trends. These pressures create risk of reduced pricing and factoring volume for CIT. In addition, client de-factoring can occur if retail credit conditions are benign for a long period and clients no longer require factoring services for credit protection.

The primary risks for Rail are asset risk (resulting from ownership of the railcars and related equipment on operating lease) and credit risk. Asset risk arises from fluctuations in supply and demand for the underlying rail equipment that is leased. Rail invests in long-lived equipment, railcars/locomotives, which have economic useful lives of approximately 40-50 years. This equipment is then leased to commercial end-users with lease terms of approximately three to five years. CIT is exposed to the risk that, at the end of the lease term, the value of the asset will be lower than expected, resulting in reduced future lease income over the remaining life of the asset or a lower sale value.

Asset risk is generally recognized through changes to lease income streams from fluctuations in lease rates and/or utilization. Changes to lease income occur when the existing lease contract expires, the asset comes off lease, and the business seeks to enter a new lease agreement. Asset risk may also change depreciation, resulting from changes in the residual value of the operating lease asset or through impairment of the asset carrying value, which can occur at any time during the life of the asset. Asset risk is primarily related to the Rail division, and to a lesser extent, Business Capital.

Credit risk in the leased equipment portfolio results from the potential default of lessees, possibly driven by obligor specific or industry-wide conditions, and is economically less significant than asset risk for Rail, because in the operating lease business there is no extension of credit to the obligor. Instead, the lessor deploys a portion of the useful life of the asset. Credit losses manifest through multiple parts of the income statement including loss of lease/rental income due to missed payments, time off lease, or lower rental payments than the existing contract due to either a restructuring with the existing obligor or re-leasing of the asset to another obligor, as well as higher expenses due to, for example, repossession costs to recover, refurbish, and re-lease assets.

See “Concentrations” section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 21Commitments of Item 8. Financial Statements and Supplementary Data for further discussion of our rail portfolio.

CONSUMER BANKING

Consumer Banking includes Retail Banking, Mortgage Lending, and SBA Lending, which are grouped together for purposes of discussion as Other Consumer Banking, and Legacy Consumer Mortgages (“LCM”).

Other Consumer Banking offers residential mortgage lending and deposit products to its consumer customers. The division offers jumbo residential mortgage loans and conforming residential mortgage loans, primarily in Southern California. Mortgage loans are primarily originated through CIT Bank branch and retail referrals, employee referrals, internet leads and direct marketing. Additionally, loans are purchased through whole loan and portfolio acquisitions. Mortgage Lending includes product specialists, internal sales support and origination processing, structuring and closing. Retail banking is the primary deposit gathering business of CIT Bank and operates through a network of 70 retail branches in Southern California and an online direct channel. We offer a broad range of deposit and lending products along with payment solutions to meet the needs of our clients (both individuals and small businesses), including checking, savings, money market, certificates of deposit, and residential mortgage loans.

The Other Consumer Banking division also originates qualified SBA 504 loans and 7(a) loans. SBA 504 loans generally provide growing small businesses with long-term, fixed-rate financing for major fixed assets, such as land and buildings. SBA 7(a) loans generally provide for purchase/refinance of owner occupied commercial real estate, working capital, acquisition of inventory, machinery, equipment, furniture, and fixtures, the refinance of outstanding debt subject to any program guidelines, and acquisition of businesses, including partnership buyouts.

LCM includes portfolios of single family residential mortgages, including reverse mortgages, certain of which are covered by loss sharing agreements with the FDIC that expire between March 2019 and February 2020. Certain Covered Loans in this segment were previously acquired by OneWest Bank, N.A. in connection with the FDIC-assisted transactions of lndyMac, FSB, First Federal and La Jolla transactions. The FDIC indemnified OneWest Bank, N.A. against certain future losses sustained on these loans. CIT may be reimbursed for certain losses under the terms of the loss sharing agreements with the FDIC. Eligible losses are submitted to the FDIC for reimbursement when a qualifying loss event occurs (e.g., due to foreclosure, short-sale, charge-offs or a restructuring of a single family residential mortgage loan pursuant to an agreed upon loan modification framework). Reimbursements approved by the FDIC are usually received within 60 days of submission.

Key Risks

Key risks faced are credit, collateral and geographic concentration risk. Similar to our commercial business, credit risks associated with secured consumer financings relate to the ability of the borrower to repay its loan and the value of the collateral underlying the loan should the borrower default on its obligations. Our consumer mortgage loans are typically collateralized by the underlying property, primarily single family homes. Therefore, collateral risk relates to the potential decline in value of the property securing the loan. Most of the loans are concentrated in Southern California. Therefore, the related geographic concentration risk relates to a potential downturn in the economic

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   CIT ANNUAL REPORT 2016



conditions or a potential natural disaster, such as earthquake or wildfire, in that region. As discussed in Note 5Indemnification Assets of Item 8. Financial Statements and Supplementary Data, certain indemnifications from the FDIC begin to expire in 2019.

NON-STRATEGIC PORTFOLIOS

NSP includes businesses and portfolios that we no longer consider strategic, which historically included geographies such as in the US, Canada, Latin America, Europe and Asia. As of December 31, 2016, essentially all of the remaining portfolio was in China and was reported in assets held for sale, with minor wind-down activities in other legacy locations.

CORPORATE AND OTHER

Certain items are not allocated to operating segments and are included in Corporate & Other. Some of the more significant items include interest income on investment securities, a portion of interest expense primarily related to corporate liquidity costs (Interest Expense), mark-to-market adjustments on non-qualifying derivatives (Other Income), restructuring charges for severance and facilities exit activities as well as certain unallocated costs (Operating Expenses), certain intangible assets amortization expenses (Other Expenses) and loss on debt extinguishments and deposit redemption.


CIT BANK, N.A.

CIT Bank is regulated by the OCC.

CIT Bank raises deposits through its 70 branch network in Southern California and from retail and institutional customers through commercial channels, as well as its online bank (www.bankoncit.com) and, to a lesser extent, through broker channels. CIT Bank’s existing suite of deposit products includes checking and savings accounts, money market, individual retirement accounts and certificates of deposit.

CIT Bank provides lending, leasing and other financial and advisory services, primarily to small and middle-market companies across select industries through its Commercial Finance, Rail, Real Estate Finance, and Business Capital divisions. Rail provides equipment leasing and secured financing to the rail industry. The Bank also offers residential mortgage lending and deposits to its customers through its Other Consumer Banking division.

CIT Bank’s financing and leasing assets are primarily commercial loans, consumer loans and operating lease equipment. Its commercial loans and operating lease equipment are reported in Commercial Banking, and consumer loans are in Consumer Banking. Consumer loans consist of SFR and reverse mortgage loans. CIT Bank’s growing operating lease portfolio consists primarily of leased railcars and related equipment.

At year-end, CIT Bank remained well capitalized, maintaining capital ratios well above required levels.

Effective as of August 3, 2015, CIT acquired IMB HoldCo LLC (“IMB”), the parent company of OneWest Bank, National Association, a national banking association (“OneWest Bank”), and CIT Bank, then a Utah-state chartered bank and a wholly owned subsidiary of CIT, merged with and into OneWest Bank (the “OneWest Transaction”), with OneWest Bank surviving as a wholly owned subsidiary of CIT with the name CIT Bank, National Association. See OneWest Transaction in Note 2Acquisition and Discontinued Operations in Item 8. Financial Statements and Supplementary Data for additional information on the OneWest Transaction and certain acquired assets and liabilities.


DISCONTINUED OPERATIONS

Discontinued operations is comprised of the Commercial Air business, which is subject to a definitive sale agreement, Business Air and our reverse mortgage servicing business. Discontinued operations are discussed, along with balance sheet and income statement items, in Note 2Acquisition and Discontinued Operations in Item 8. Financial Statements and Supplementary Data. See also Note 22Contingencies for discussion related to the servicing business.

Key Risks

Key risks faced by the discontinued operations are asset risk (Commercial Air) and credit risk (Business Air) and operational risk for the reverse mortgage business.

The primary risks for Commercial Air are asset risk (resulting from ownership of the equipment on operating lease) and utilization risk. Asset risk arises from fluctuations in supply and demand for the underlying equipment that is leased. Commercial Air invests in long-lived equipment; commercial aircraft have economic useful lives of approximately 20-25 years. This equipment is then leased to commercial end-users. CIT is exposed to the risk that, at the end of the lease term, the value of the asset will be lower than expected, resulting in reduced future lease income over the remaining life of the asset or a lower sale value.

Asset risk is generally recognized through changes to lease income streams from fluctuations in lease rates and/or utilization. Changes to lease income occur when the existing lease contract expires, the asset comes off lease, and the business seeks to enter a new lease agreement. Asset risk may also change depreciation, resulting from changes in the residual value of the operating lease asset or through impairment of the asset carrying value, which can occur at any time during the life of the asset.

Credit risk in the leased equipment portfolio results from the potential default of lessees, possibly driven by obligor specific or industry-wide conditions, and is economically less significant than asset risk for Commercial Air, because in the operating lease




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business, there is no extension of credit to the obligor. Instead, the lessor deploys a portion of the useful life of the asset. Credit losses manifest through multiple parts of the income statement including loss of lease/rental income due to missed payments, time off lease, or lower rental payments than the existing contract due to either a restructuring with the existing obligor or re-leasing of the asset to another obligor as well as higher expenses due to, for example, repossession costs to recover, refurbish, and re-lease assets.

Credit risk associated with Business Air loans relates to the ability of the borrower to repay its loan and the Company’s ability to realize the value of the collateral underlying the loan should the borrower default on its obligations.

A decrease in the level of airline passenger traffic may adversely affect our aerospace business, the value of our aircraft and the ability of our lessees to make lease payments.

The mortgage servicing business operates in a highly regulated environment, and is thus subject to extensive regulation by federal, state and local governmental authorities, including the Consumer Financial Protection Bureau (“CFPB”), Department of Housing and Urban Development (“HUD”), and various state agencies that license, audit and conduct examinations of our mortgage servicing, and collection activities.

To the extent that we fail to comply with applicable laws, regulations or licensing requirements and taking into account the ongoing investigation noted above, there could be additional charges to the financial statements in future periods.


EMPLOYEES

CIT employed approximately 4,410 people at December 31, 2016, which includes 330 employees in our discontinued operations. Based upon the location of the Company’s legal entities, as of December 31, 2016, approximately 4,200 were employed in the U.S. entities and 210 in non-U.S. entities.


COMPETITION

We operate in competitive markets, based on factors that vary by product, customer, and geographic region. Our competitors include global and domestic commercial banks, regional and community banks, captive finance companies, and leasing companies. In most of our business segments, we have a few large competitors that have significant market share and many smaller niche competitors.

Many of our competitors are large companies with substantial financial, technological, and marketing resources. Our customer value proposition is primarily based on financing terms, structuring solutions, and client service. From time to time, due to highly competitive markets, we may (i) lose market share if we are unwilling to match product structure, pricing, or terms of our competitors that do not meet our credit standards or return requirements or (ii) receive lower returns or incur higher credit losses if we match our competitors’ product structure, pricing, or terms. While our funding structure puts us at a competitive disadvantage to other commercial banks due to our proportion of higher cost debt, that disadvantage has decreased in recent years due to our increased reliance on lower-cost funding sources, such as deposits.

To take advantage of opportunities, we must continue to compete successfully with commercial banks and financial institutions that are larger and have better access to low cost funding. As a result, we tend not to compete on price, but rather on industry experience, asset and equipment knowledge, and customer service. The regulatory environment in which we and/or our customers operate also affects our competitive position.

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REGULATION

We are regulated by U.S. federal and state banking laws, regulations and policies. Such laws and regulations are intended primarily for the protection of depositors, customers and the federal deposit insurance fund (“DIF”), as well as to minimize risk to the banking system as a whole, and not for the protection of our shareholders or non-depository creditors. Bank regulatory agencies have broad examination and enforcement power over bank holding companies (“BHCs”) and their subsidiaries, including the power to impose substantial fines, limit dividends and other capital distributions, restrict operations and acquisitions, and require divestitures. BHCs and banks, as well as subsidiaries of both, are prohibited by law from engaging in practices that the relevant regulatory authority deems unsafe or unsound. CIT is a BHC, and elected to become a financial holding company (“FHC”), subject to regulation and examination by the FRB and the FRBNY. As an FHC, CIT is subject to certain limitations on our activities, transactions with affiliates, and payment of dividends, and certain standards for capital and liquidity, safety and soundness, and incentive compensation, among other matters. Under the system of “functional regulation” established under the BHC Act, the FRB supervises CIT, including all of its non-bank subsidiaries, as an “umbrella regulator” of the consolidated organization. CIT Bank is chartered as a national bank by the OCC and is a member bank of the Federal Reserve System. CIT’s principal regulator is the FRB and CIT Bank’s principal regulator is the OCC. Both CIT and CIT Bank are subject to the jurisdiction of the CFPB.

Certain of our subsidiaries are subject to the jurisdiction of other domestic and foreign governmental agencies. In connection with the restructuring of our international platforms, we have surrendered all of our banking licenses outside of the United States.

CIT Capital Securities LLC, a Delaware limited liability company, is a broker-dealer licensed by the Financial Industry Regulatory Authority (“FINRA”), and is subject to the jurisdiction of FINRA and the SEC). CIT also holds a 13% interest in CIT Group Securities (Canada) Inc., a Canadian broker dealer, which is licensed and subject to the jurisdiction of the Ontario Securities Commission.

Our insurance operations are primarily conducted through The Equipment Insurance Company, a Vermont corporation, and CIT Insurance Agency, Inc., a Delaware corporation. Each company is licensed to enter into insurance contracts and is subject to regulation and examination by insurance regulators.

The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the “Dodd-Frank Act”), which was enacted in July 2010, made extensive changes to the regulatory structure and environment affecting banks, BHCs, non-bank financial companies, broker-dealers, and investment advisory and management firms. Although the Dodd-Frank Act has not significantly limited CIT from conducting the activities in which we were previously engaged, a number of regulations have affected and will continue to affect the conduct of our business, either directly through regulation of specific activities or indirectly through regulation of concentration risks, capital, or liquidity or through the imposition of additional compliance requirements.

Some of the provisions of the Dodd-Frank Act are subject to further rulemaking, guidance and interpretation by the applicable federal regulators. Accordingly, the full impact of the Dodd-Frank Act will not be known until the rules are implemented and market practices develop under the final regulations. Recent political developments, including the change in administration in the United States, have added additional uncertainty to the implementation, scope and timing of regulatory reforms, including those relating to the implementation of the Dodd-Frank Act.

In 2015, we exceeded the $50 billion threshold that subjects BHCs to enhanced prudential supervision requirements under Sections 165 and 166 of the Dodd-Frank Act and regulations issued by the FRB thereunder. These additional requirements will be phased in over time, through March 2017. We expect to continue devoting significant additional resources in terms of both increased expenditures and management time in 2017 to implement each of these requirements and ongoing costs thereafter to continue to comply with these enhanced prudential supervision requirements. See “Enhanced Prudential Standards for Large Bank Holding Companies” below.

The OCC approval of the OneWest Transaction was subject to two conditions. First, the OCC required CIT Bank to submit a comprehensive business plan covering a period of at least three years, including a financial forecast, a capital plan that provides for maintenance of CIT Bank’s capital, a funding plan and a contingency funding plan, the intended types and volumes of lending activities, and an action plan to accomplish identified strategic goals and objectives. After each calendar quarter, the Bank must report and explain to the OCC any material variances. The Board must review the performance of CIT Bank under the business plan at least annually and CIT Bank must update the business plan annually.

Second, the OCC required CIT Bank to submit a revised Community Reinvestment Act of 1977 (“CRA”) Plan after the merger. The revised CRA Plan described the actions it intends to take to help meet the credit needs in low and moderate income (“LMI”) areas within its assessment areas, including annual goals for helping to meet the credit needs of LMI individuals and geographies within the assessment areas, the management structure responsible for implementing the CRA Plan, and the Board committee responsible for overseeing the Bank’s performance under the CRA Plan. CIT Bank must informally seek input on its CRA Plan from members of the public in its assessment areas. In addition, CIT Bank must publish on its public website (i) a copy of its revised CRA Plan after it receives a written determination of non-objection from the OCC and (ii) a CRA Plan summary report that demonstrates the measurable results of the revised CRA Plan a month prior to the commencement of CIT Bank’s performance evaluation.

The FRB Order approved the OneWest Transaction conditioned on CIT meeting certain conditions and on commitments made in connection with CIT’s application. CIT committed to meeting certain levels of CRA-reportable lending and CRA Qualified Investments in its assessment areas over 4 years, making annual donations to qualified non-profit organizations that provide




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services in its assessment areas, locating 15% of its branches and ATMs in LMI census tracts, and providing 2,100 hours of CRA volunteer service.

CIT Bank filed its CRA Plan with the OCC in December 2015 and its comprehensive business plan in March 2016. We filed an updated business plan with the OCC in December 2016. The CRA Plan and the comprehensive business plan was each subject to review and received a non-objection by the OCC.

Banking Supervision and Regulation

Permissible Activities

The BHC Act limits the business of BHCs that are not financial holding companies to banking, managing or controlling banks, performing servicing activities for subsidiaries, and engaging in activities that the FRB has determined, by order or regulation, are so closely related to banking as to be a proper incident thereto. An FHC, however, may engage in other activities, or acquire and retain the shares of a company engaged in activities that are financial in nature or incidental or complementary to activities that are financial in nature as long as the FHC continues to meet the eligibility requirements for FHCs. These requirements include that the FHC and each of its U.S. depository institution subsidiaries maintain their status as “well-capitalized” and “well-managed.”

A depository institution subsidiary is considered to be “well-capitalized” if it satisfies the requirements for this status discussed below under “Prompt Corrective Action.” A depository institution subsidiary is considered “well-managed” if it received a composite rating and management rating of at least “satisfactory” in its most recent examination. An FHC’s status will also depend upon its maintaining its status as “well-capitalized” and “well-managed” under applicable FRB regulations. If an FHC ceases to meet these capital and management requirements, the FRB’s regulations provide that the FHC must enter into a non-public confidential agreement with the FRB to comply with all applicable capital and management requirements. Until the FHC returns to compliance, the FRB may impose limitations or conditions on the conduct of its activities, and the company may not commence any new non-banking financial activities permissible for FHCs or acquire a company engaged in such financial activities without prior approval of the FRB. If the company does not return to compliance within 180 days (or such extended date as agreed to with the FRB), the FRB may require divestiture of the FHC’s depository institutions. BHCs and banks must also be well-capitalized and well-managed in order to acquire banks located outside their home state. An FHC will also be limited in its ability to commence non-banking financial activities or acquire a company engaged in such financial activities if any of its insured depository institution subsidiaries fails to maintain a “satisfactory” rating under the CRA, as described below under “Community Reinvestment Act.”

Activities that are “financial in nature” include securities underwriting, dealing and market making, advising mutual funds and investment companies, insurance underwriting and agency, merchant banking, and activities that the FRB, in consultation with the Secretary of the Treasury, determines to be financial in nature or incidental to such financial activity. “Complementary activities” are activities that the FRB determines upon application to be complementary to a financial activity and that do not pose a safety and soundness issue. CIT is primarily engaged in activities that are permissible for a BHC, rather than the expanded activities available to an FHC.

Volcker Rule

The Dodd-Frank Act limits banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (e.g., hedge funds and private equity funds). This statutory provision is commonly called the “Volcker Rule”. In December 2013, the federal banking agencies, the SEC, and the Commodity Futures Trading Commission (“CFTC”) adopted final rules to implement the Volcker Rule, which became effective in July 2015. The final rules are highly complex and require an extensive compliance program, including an enhanced compliance program applicable to banking entities with more than $50 billion in total consolidated assets. In July 2016, the FRB, by order, extended the conformance period through July 2017 for investments in and relationships with so-called legacy covered funds. In December 2016, the FRB issued guidance regarding the extended conformance period for certain legacy covered funds and the process for banking entities to request an extension of the conformance period for those funds of up to an additional five years beyond the expiration of the general conformance period in July 2017. CIT does not currently anticipate that the Volcker Rule will have a material effect on its business and activities, as we have a limited amount of trading activities and fund investments. CIT has sold most of its private equity fund investments, but may incur additional costs to dispose of its remaining fund investments, which have a remaining book value of approximately $58 million. In addition, CIT will incur additional costs to revise its policies and procedures and review its operating and monitoring systems to ensure compliance with the Volcker Rule. We cannot yet determine the precise financial impact of the rule on CIT.

Capital Requirements

As a BHC, CIT is subject to consolidated regulatory capital requirements administered by the FRB. CIT Bank is subject to similar capital requirements administered by the OCC. In July 2013, the FRB, OCC, and FDIC issued a final rule (the “Basel III Final Rule”) establishing risk-based capital guidelines that are based upon the final framework for strengthening capital and liquidity regulation of the Basel Committee on Banking Supervision (the “Basel Committee”), which was released in December 2010, and revised in June 2011 (“Basel III”). The Company, as well as the Bank, became subject to the Basel III Final Rule, applying the Standardized Approach, effective January 1, 2015. Prior to January 1, 2015, the risk-based capital guidelines applicable to CIT were based upon the 1988 Capital Accord (“Basel I”) of the Basel Committee.

Although the Basel III Final Rule retained the capital components of Tier 1 capital, Tier 2 capital, and Total capital (the sum of Tier 1 and Tier 2 capital) and their related regulatory capital ratios, it implemented numerous changes in the composition of Tier 1 and Tier 2 capital and the related capital adequacy guidelines. Among other matters, the Basel III Final Rule: (i) introduces a new capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specifies that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii) mandates that most deductions/adjustments to regulatory

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capital measures be made to CET1 and not to the other components of capital; and (iv) expands the scope of the deductions from and adjustments to capital as compared to previous regulations. For most banking organizations, the most common form of Additional Tier 1 capital instruments is non-cumulative perpetual preferred stock and the most common form of Tier 2 capital instruments is subordinated notes, which are subject to the Basel III Final Rule specific requirements. The Company does not currently have either of these forms of capital outstanding.

The Basel III Final Rule provides for a number of deductions from and adjustments to CET1. These include, for example, goodwill, other intangible assets, and deferred tax assets (“DTAs”) that arise from net operating loss and tax credit carry-forwards net of any related valuation allowance. Also, mortgage servicing rights, DTAs arising from temporary differences that could not be realized through net operating loss carrybacks and significant investments in non-consolidated financial institutions must be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such items, in the aggregate, exceed 15% of CET1. The non-DTA related deductions (goodwill, intangibles, etc.) may be reduced by netting with any associated deferred tax liabilities (“DTLs”). As for the DTA deductions, the netting of any remaining DTL must be allocated in proportion to the DTAs arising from net operating losses and tax credit carry-forward and those arising from temporary differences.

Implementation of some of these deductions to CET1 began on January 1, 2015, and will be phased-in over a 4-year period (40% effective January 1, 2015, and adding 20% per year thereafter until January 1, 2018).

In addition, under the Basel I general risk-based capital rules, the effects of certain components of accumulated other comprehensive income (“AOCI”) included in shareholders’ equity (for example, mark-to-market of securities held in the available-for-sale (“AFS”) portfolio) under U.S. GAAP are reversed for the purpose of determining regulatory capital ratios. Pursuant to the Basel III Final Rule, the effects of these AOCI items are not excluded; however, non-advanced approaches banking organizations, including the Company and CIT Bank, may make a one-time permanent election to continue to exclude the AOCI items excluded under Basel I. Both the Company and CIT Bank have elected to exclude AOCI items from regulatory capital ratios. The Basel III Final Rule also precludes certain hybrid securities, such as trust preferred securities, from inclusion in bank holding companies’ Tier 1 capital. The Company did not have any hybrid securities outstanding at December 31, 2016.

Under the Basel III Final Rule, and previously under Basel I capital guidelines, assets and certain off-balance sheet commitments and obligations are converted into risk-weighted assets against which regulatory capital is measured. The Basel III Final Rule prescribed a new approach for risk weightings for BHCs and banks that follow the Standardized approach, which applies to CIT. This approach expands the risk-weighting categories from the previous four Basel I-derived categories (0%, 20%, 50% and 100%) to a larger and more risk-sensitive number of categories, depending on the nature of the exposure, ranging from 0% for U.S. government, to as high as 1,250% for such exposures as credit-enhancing interest-only strips or unsettled security/commodity transactions.

Per the Basel III Final Rule, the minimum capital ratios for CET1, Tier 1 capital, and Total capital are 4.5%, 6.0% and 8.0%. The Basel III Final Rule introduces a new “capital conservation buffer”, composed entirely of CET1, on top of these minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. This buffer was implemented beginning January 1, 2016, at the 0.625% level, and will increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019. Under the previous Basel I capital guidelines, the Company and CIT Bank were required to maintain Tier 1 and Total capital equal to at least 4.0% and 8.0%, respectively, of total risk-weighted assets to be considered “adequately capitalized”, or 6.0% and 10.0%, respectively, to be considered “well capitalized.”

CIT will be required to maintain risk-based capital ratios at January 1, 2019 as follows:

        Minimum Capital Requirements — January 1, 2019

   
        CET 1
    Tier 1
Capital

    Total
Capital

Stated minimum ratios
                 4.5 %            6.0 %            8.0 %  
Capital conservation buffer (fully phased-in)
                 2.5 %            2.5 %            2.5 %  
Effective minimum ratios (fully phased-in)
                 7.0 %            8.5 %            10.5 %  
Effective minimum ratios (as of December 31, 2016)
                 5.125 %            6.625 %            8.625 %  

With respect to CIT Bank, the Basel III Final Rule revises the “prompt corrective action” (“PCA”) regulations adopted pursuant to Section 38 of the Federal Deposit Insurance Act, by: (i) introducing a CET1 ratio requirement at each PCA category (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 capital ratio for well-capitalized status being 8% (as compared to the previous 6%); and (iii) eliminating the prior provision that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and requiring a minimum Tier 1 leverage ratio of 5.0%. The Basel III Final Rule does not change the total risk-based capital requirement for any PCA category. See “Prompt Corrective Action” below.

As non-advanced approaches banking organizations, the Company and CIT Bank will not be subject to the Basel III Final Rule’s countercyclical buffer or the supplementary leverage ratio.




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The Company and CIT Bank meet all capital requirements under the Basel III Final Rule, including the capital conservation buffer, on a fully phased in basis as if such requirements were currently effective. The following table presents CIT’s and CIT Bank’s capital ratios as of December 31, 2016, calculated under the fully phased-in Basel III Final Rule — Standardized approach.

Basel III Capital Ratios — Fully Phased-in Standardized Approach(1) As of December 31, 2016 (dollars in millions)

        CIT

    CIT Bank

   
        Actuals
    Requirement
    Actuals
    Requirement
Capital
                                                                   
CET1
              $ 9,003.7                         $ 4,566.6                  
Tier 1
                 9,003.7                            4,566.6                  
Total
                 9,480.0                            4,996.9                  
Risk-weighted assets
                 65,068.2                            34,696.4                  
Adjusted quarterly average assets
                 64,902.5                            42,250.7                  
Capital ratios
                                                                   
CET1
                 13.8 %            7.0 %(2)            13.2 %            7.0 %(2)  
Tier 1
                 13.8 %            8.5 %(2)            13.2 %            8.5 %(2)  
Total
                 14.6 %            10.5 %(2)            14.4 %            10.5 %(2)  
Leverage
                 13.9 %            4.0 %            10.8 %            4.0 %  

(1)  
  Basel III Final Rule calculated under the Standardized Approach on a fully phased-in basis that will be required effective January 1, 2019.

(2)  
  Required ratios under the Basel III Final Rule include the post-transition minimum capital conservation buffer effective January 1, 2019.

Enhanced Prudential Standards for Large Bank Holding Companies

Under Sections 165 and 166 of the Dodd-Frank Act, the FRB has promulgated regulations imposing enhanced prudential supervision requirements on BHCs with total consolidated assets of $50 billion or more. CIT exceeded the $50 billion threshold as of September 30, 2015, and therefore is subject to certain of these requirements, including (i) capital planning and company-run and supervisory stress testing requirements, under the FRB’s Comprehensive Capital Analysis and Review (“CCAR”) process, (ii) enhanced risk management and risk committee requirements, (iii) company-run liquidity stress testing and the requirement to hold a buffer of highly liquid assets based on projected funding needs for various time horizons, including 30, 60, and 90 days, (iv) the modified liquidity coverage ratio, which requires that we hold a sufficient level of high quality liquid assets to meet our projected net cash outflows over a 30 day stress horizon, (v) recovery and resolution planning (also referred to as the “Living Will”), and (vi) enhanced reporting requirements. These additional requirements will be phased in over time, through March 2017. We incurred additional costs in 2016 and expect to incur further costs in 2017 to implement these requirements, and ongoing costs thereafter to continue to comply with these enhanced prudential supervision requirements.

Stress Test and Capital Plan Requirements

As a BHC with greater than $50 billion of total consolidated assets, CIT is subject to enhanced prudential regulation under the Dodd-Frank Act. Among other requirements, CIT is subject to capital planning and stress testing requirements under the FRB’s CCAR process, which requires BHCs with greater than $50 billion of total consolidated assets to submit an annual capital plan and demonstrate that they can meet required capital levels over a nine quarter planning horizon, after taking into account the impact of stresses based on both supervisory and company-specific scenarios. The FRB also evaluates capital plans submitted by certain BHCs based on qualitative criteria, such as unresolved supervisory issues or concerns with the assumptions, analysis, and methodologies of the capital plan. However, as the result of a final rule adopted by the FRB in January 2017, beginning with the 2017 CCAR cycle, the FRB will no longer evaluate capital plans submitted by BHCs that have total consolidated assets of at least $50 billion but less than $250 billion and nonbank assets of less than $75 billion (referred to as “large and noncomplex firms”), such as CIT, based on qualitative criteria and the FRB may no longer object to capital plans submitted by large and noncomplex firms on the basis of qualitative criteria. Each of the BHCs participating in the CCAR process is also required to collect and report certain related data to the FRB on a quarterly basis to allow the FRB to monitor progress against the approved capital plans.

In the third quarter of 2017, the FRB will assess the strength of each large and noncomplex firm’s capital planning processes through a narrow and more targeted horizontal review of specific areas of capital planning, referred to as the Horizontal Capital Review. This Horizontal Capital Review is meant to replace the CCAR qualitative assessment for large and noncomplex firms and will be conducted as part of the normal supervisory process, with any supervisory findings or concerns addressed through supervisory communications.

In addition to other limitations, our ability to make any capital distribution (including dividends and share repurchases) is contingent upon the FRB’s non-objection of our capital plan. Should the FRB object to a capital plan, a BHC may not make any capital distributions other than those capital distributions which the FRB has indicated its non-objection in writing. The CCAR process will be fully implemented for CIT beginning with the 2017 CCAR cycle. Upon full implementation of the CCAR process in 2017, the results of our CCAR review will be made public.

Beginning in 2017, the enhanced prudential standards under the Dodd-Frank Act also require CIT and CIT Bank to conduct company-run stress tests (“DFAST”) to assess the impact of stress scenarios

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(including supervisor-provided baseline, adverse, and severely adverse scenarios and, for CIT, one company-defined baseline scenario and at least one company-defined stress scenario) on their consolidated earnings, losses, and capital over a nine-quarter planning horizon, taking into account their current condition, risks, exposures, strategies, and activities. While CIT Bank is only required to conduct an annual stress test, CIT must conduct both an annual and a mid-cycle stress test. Both CIT and CIT Bank must submit their annual DFAST results to their respective regulators by July 31, 2017, with public disclosure of summary stress test results between October 15 and October 31, 2017.

Liquidity Requirements

Historically, regulation and monitoring of bank and BHC liquidity has been addressed as a supervisory matter, without required formulaic measures.

The Basel III final framework requires banks and BHCs to measure their liquidity against specific liquidity tests. One test, referred to as the liquidity coverage ratio (“LCR”), is designed to ensure that the banking entity maintains an adequate level of unencumbered high-quality liquid assets equal to the entity’s expected net cash outflow for a 30-day time horizon under an acute liquidity stress scenario, with a phased implementation process starting January 1, 2015, and complete implementation by January 1, 2019. The other, referred to as the net stable funding ratio (“NSFR”), is designed to promote more medium- and long-term funding of the assets and activities of banking entities over a one-year time horizon. The NSFR is expected to be implemented as a minimum standard by January 1, 2018.

On September 3, 2014, the banking regulators adopted a joint final rule implementing a comprehensive version of the LCR to large and internationally active U.S. banking organizations, which include banks with total consolidated assets of $250 billion or more or total consolidated on-balance sheet foreign exposure of $10 billion or more, or any depository institution with total consolidated assets of $10 billion or more that is a consolidated subsidiary of either of the foregoing. These institutions are required to hold minimum amounts of high-quality, liquid assets, such as central bank reserves and government and corporate debt that can be converted easily and quickly into cash. Each institution is required to hold high quality, liquid assets in an amount equal to or greater than its projected net cash outflows minus its projected cash inflows capped at 75% of projected cash outflows for a 30-day stress period. The firms must calculate their LCR each business day.

The final rule applies a modified version of the LCR requirements to bank holding companies such as CIT with total consolidated assets of greater than $50 billion but less than $250 billion. The modified version of the LCR requirement only requires the LCR calculation to be performed on the last business day of each month and sets the denominator (that is, the calculation of net cash outflows) for the modified version at 70% of the denominator as calculated under the most comprehensive version of the rule applicable to larger institutions. As of January 1, 2017, the final rule has been fully phased in and CIT’s LCR was above the minimum requirement as of that date. In December 2016, the FRB issued a final rule that requires BHCs, such as CIT, to disclose publicly, on a quarterly basis, quantitative and qualitative information about certain components of its LCR, beginning on October 1, 2018 for BHCs subject to the modified version of the LCR requirement such as CIT.

In May 2016, the U.S. bank regulatory agencies issued a proposed rule that would implement the NSFR test called for by the Basel III final framework for large U.S. banking organizations. Under the proposed rule, which would take effect on January 1, 2018, CIT would be subject to a modified NSFR standard which would require it to maintain a NSFR of 0.7 on an ongoing basis, calculated by dividing its available stable funding (“ASF”) by its required stable funding (“RSF”). Under the proposed rule, a banking organization’s ASF would be calculated by applying standard weightings to its equity and liabilities based on their expected stability over a one-year period and its RSF would be calculated by applying specified standardized weightings to its assets, derivative exposures and commitments based on their liquidity characteristics over the same one-year period. We currently expect that the proposed rule will not have a material impact on our liquidity needs.

In addition to the LCR and NSFR, the final rules issued by the FRB setting forth enhanced prudential supervision requirements under Sections 165 and 166 of the Dodd-Frank Act also require BHCs with total consolidated assets of greater than $50 billion but less than $250 billion, like CIT, to conduct company-run liquidity stress testing, hold a buffer of highly liquid assets based on projected stressed funding needs for various time horizons and comply with enhanced reporting requirements (such as collateral and intraday liquidity monitoring). These additional requirements will be fully phased in for CIT by the end of March 2017.

Resolution Planning

As required by the Dodd-Frank Act, the FRB and FDIC have jointly issued a final rule that requires certain organizations, including BHCs with consolidated assets of $50 billion or more, to report periodically to regulators a resolution plan for their rapid and orderly resolution in the event of material financial distress or failure. Such a resolution plan must, among other things, ensure that its depository institution subsidiaries are adequately protected from risks arising from its other subsidiaries. The final rule sets specific standards for the resolution plans, including requiring a detailed resolution strategy, a description of the range of specific actions the company proposes to take in resolution, and an analysis of the company’s organizational structure, material entities, interconnections and interdependencies, and management information systems, among other elements.

Orderly Liquidation Authority

The Dodd-Frank Act created the Orderly Liquidation Authority (“OLA”), a resolution regime for systemically important non-bank financial companies, including BHCs and their non-bank affiliates, under which the FDIC may be appointed receiver to liquidate such a company upon a determination by the Secretary of the U.S. Department of the Treasury (Treasury), after consultation with the President, with support by a supermajority recommendation from the FRB and, depending on the type of entity, the approval of the director of the Federal Insurance Office, a supermajority vote of the SEC, or a supermajority vote of the FDIC, that the company is in danger of default, that such default presents a systemic risk to U.S. financial stability, and that the company should




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be subject to the OLA process. This resolution authority is similar to the FDIC resolution model for depository institutions, with certain modifications to reflect differences between depository institutions and non-bank financial companies and to reduce disparities between the treatment of creditors’ claims under the U.S. Bankruptcy Code and in an orderly liquidation authority proceeding compared to those that would exist under the resolution model for insured depository institutions.

An Orderly Liquidation Fund will fund OLA liquidation proceedings through borrowings from the Treasury and risk-based assessments made, first, on entities that received more in the resolution than they would have received in liquidation to the extent of such excess, and second, if necessary, on BHCs with total consolidated assets of $50 billion or more, any non-bank financial company supervised by the FRB, and certain other financial companies with total consolidated assets of $50 billion or more. If an orderly liquidation is triggered, CIT could face assessments for the Orderly Liquidation Fund. We do not yet have an indication of the level of such assessments. Furthermore, were CIT to become subject to the OLA, the regime may also require changes to CIT’s structure, organization and funding pursuant to the guidelines described above.

Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991, as amended (the “FDICIA”), among other things, establishes five capital categories for FDIC-insured banks: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The following table sets forth the required capital ratios to be deemed “well capitalized” or “adequately capitalized” under regulations in effect at December 31, 2016.

        Prompt Corrective
Action Ratios —
December 31, 2016

   
       
Well
Capitalized(1)

    Adequately
Capitalized
CET 1
                 6.5 %            4.5 %  
Tier 1 Capital
                 8.0 %            6.0 %  
Total Capital
                 10.0 %            8.0 %  
Tier 1 Leverage(2)
                 5.0 %            4.0 %  

(1)  
  A “well capitalized” institution also must not be subject to any written agreement, order or directive to meet and maintain a specific capital level for any capital measure.

(2)  
  As a standardized approach banking organization, CIT Bank is not subject to the 3% supplemental leverage ratio requirement, which becomes effective January 1, 2018.

CIT Bank’s capital ratios were all in excess of minimum guidelines for well capitalized at December 31, 2016. Neither CIT nor CIT Bank is subject to any order or written agreement regarding any capital requirements.

FDICIA requires the applicable federal regulatory authorities to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum requirements. FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions as the capital category of an institution declines. Undercapitalized, significantly undercapitalized and critically undercapitalized depository institutions are required to submit a capital restoration plan to their primary federal regulator. Although prompt corrective action regulations apply only to depository institutions and not to BHCs, the holding company must guarantee any such capital restoration plan in certain circumstances. The liability of the parent holding company under any such guarantee is limited to the lesser of five percent of the bank’s assets at the time it became “undercapitalized” or the amount needed to comply. The parent holding company might also be liable for civil money damages for failure to fulfill that guarantee. In the event of the bankruptcy of the parent holding company, such guarantee would take priority over the parent’s general unsecured creditors.

Regulators take into consideration both risk-based capital ratios and other factors that can affect a bank’s financial condition, including (a) concentrations of credit risk, (b) interest rate risk, and (c) risks from non-traditional activities, along with an institution’s ability to manage those risks, when determining capital adequacy. This evaluation is made during the institution’s safety and soundness examination. An institution may be downgraded to, or deemed to be in, a capital category that is lower than is indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters.

Acquisitions

Federal and state laws impose notice and approval requirements for mergers and acquisitions involving depository institutions or BHCs. The BHC Act requires the prior approval of the FRB for (1) the acquisition by a BHC of direct or indirect ownership or control of more than 5% of any class of voting shares of a bank, savings association, or BHC, (2) the acquisition of all or substantially all of the assets of any bank or savings association by any subsidiary of a BHC other than a bank, or (3) the merger or consolidation of any BHC with another BHC. Prior regulatory approval is also generally required for mergers, acquisitions and consolidations involving other insured depository institutions. In reviewing acquisition and merger applications, the bank regulatory authorities will consider, among other things, the competitive effect of the transaction, financial and managerial issues, including the capital position of the combined organization, convenience and needs factors, including the applicant’s CRA record, the effectiveness of the subject organizations in combating money laundering activities, and the transaction’s effect on the stability of the U.S. banking or financial system. In addition, an FHC must obtain prior approval of the FRB before acquiring certain non-bank financial companies with assets exceeding $10 billion.

Dividends

CIT Group Inc. is a legal entity separate and distinct from CIT Bank and CIT’s other subsidiaries. CIT provides a significant amount of funding to its subsidiaries, which is generally recorded as intercompany loans or equity investments. Most of CIT’s cash inflow is comprised of interest on intercompany loans to its subsidiaries and dividends from its subsidiaries.

The ability of CIT to pay dividends on common stock may be affected by, among other things, various capital requirements, particularly the capital and non-capital standards established for depository institutions under FDICIA, which may limit the ability of CIT Bank to pay dividends to CIT. The right of CIT, its

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stockholders, and its creditors to participate in any distribution of the assets or earnings of its subsidiaries is further subject to prior claims of creditors of CIT Bank and CIT’s other subsidiaries.

OCC regulations impose limitations on the payment of dividends by CIT Bank. These regulations limit dividends if the total amount of all dividends (common and preferred) declared in any current year, including the proposed dividend, exceeds the total net income for the current year to date plus any retained net income for the prior two years, less the sum of any transfers required by the OCC and any transfers required to fund the retirement of any preferred stock. If the dividend in either of the prior two years exceeded that year’s net income, the excess shall not reduce the net income for the three year period described above, provided the amount of excess dividends for either of the prior two years can be offset by retained net income in the current year minus three years or the current year minus four years.

It is the policy of the FRB that a BHC generally pay dividends on common stock out of net income available to common shareholders over the past year, only if the prospective rate of earnings retention appears consistent with capital needs, asset quality, and overall financial condition, and only if the BHC is not in danger of failing to meet its minimum regulatory capital adequacy ratios. In the current financial and economic environment, the FRB indicated that BHCs should not maintain high dividend pay-out ratios unless both asset quality and capital are very strong. A BHC should not maintain a dividend level that places undue pressure on the capital of bank subsidiaries, or that may undermine the BHC’s ability to serve as a source of strength to its subsidiary bank.

We anticipate that our capital ratios reflected in the stress test calculations required of us and the capital plan that we prepare as described under “Stress Test and Capital Requirements”, above, will be an important factor considered by the FRB in evaluating whether our proposed return of capital may be an unsafe or unsound practice. Since our total consolidated assets exceeded an average of $50 billion for the prior four consecutive quarters, we are limited to paying dividends and repurchasing stock only in accordance with our capital plan annually submitted to the FRB under the capital plan rule.

Source of Strength Doctrine and Support for Subsidiary Banks

FRB policy and federal statute require BHCs such as CIT to serve as a source of strength and to commit capital and other financial resources to subsidiary banks. This support may be required at times when CIT may not be able to provide such support without adversely affecting its ability to meet other obligations. If CIT is unable to provide such support, the FRB could instead require the divestiture of CIT Bank and impose operating restrictions pending the divestiture. Any capital loans by a BHC to any of its subsidiary banks are subordinate in right of payment to depositors and to certain other indebtedness of the subsidiary bank. If a BHC commits to a federal bank regulator that it will maintain the capital of its bank subsidiary, whether in response to the FRB’s invoking its source of strength authority or in response to other regulatory measures, that commitment will be assumed by the bankruptcy trustee and the bank will be entitled to priority payment in respect of that commitment.

Enforcement Powers of Federal Banking Agencies

The FRB and other U.S. banking agencies have broad enforcement powers with respect to an insured depository institution and its holding company, including the power to (i) impose cease and desist orders, substantial fines and other civil penalties, (ii) terminate deposit insurance, and (iii) appoint a conservator or receiver. Failure to comply with applicable laws or regulations could subject CIT or CIT Bank, as well as their officers and directors, to administrative sanctions and potentially substantial civil and criminal penalties.

FDIC Deposit Insurance

Deposits of CIT Bank are insured by the FDIC Deposit Insurance Fund (“DIF”) up to $250,000 for each depositor. The DIF is funded by fees assessed on insured depository institutions, including CIT Bank.

For larger institutions such as CIT Bank, the FDIC uses a two scorecard system, one scorecard for most large institutions that had more than $10 billion in assets, such as CIT Bank, and another scorecard for “highly complex” institutions that have had over $50 billion in assets and are directly or indirectly controlled by a U.S. parent with over $500 billion in assets. Each scorecard has a performance score and a loss-severity score that is combined to produce a total score, which is translated into an initial assessment rate. In calculating these scores, the FDIC utilizes a bank’s capital level and CAMELS ratings (a composite regulatory rating based on Capital adequacy, Asset quality, Management, Earnings, Liquidity, and Sensitivity to market risk) and certain financial measures designed to assess an institution’s ability to withstand asset-related stress and funding-related stress. The FDIC also has the ability to make discretionary adjustments to the total score, up or down based upon significant risk factors that are not adequately captured in the scorecard. The total score translates to an initial base assessment rate on a non-linear, sharply increasing scale. As of July 1, 2016, for large institutions, such as CIT Bank, the initial base assessment rate ranges from three to thirty basis points (0.03% – 0.30%) on an annualized basis. After the effect of potential base rate adjustments, the total base assessment rate could range from one and a half to forty basis points (0.015% – 0.40%) on an annualized basis.

In March 2016, the FDIC adopted a final rule increasing the reserve ratio for the DIF to 1.35% of total insured deposits. The rule imposes a surcharge on the quarterly assessments of insured depository institutions with total consolidated assets of $10 billion or more, such as CIT Bank, beginning the third quarter of 2016 and continuing through the earlier of the quarter that the reserve ratio first reaches or exceeds 1.35% and December 31, 2018. The FDIC will, at least semi-annually, update its income and loss projections for the DIF and, if necessary, propose rules to further increase assessment rates. Also, an institution must pay an additional premium (the depository institution debt adjustment) equal to fifty basis points (0.50%) on every dollar above 3% of an institution’s Tier 1 capital of long-term, unsecured debt held that was issued by another insured depository institution (excluding debt guaranteed under the Temporary Liquidity Guarantee Program). For the year ended December 31, 2016, CIT Bank’s FDIC deposit insurance assessment, including risk-based premium assessments, totaled $78 million.




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Under the Federal Deposit Insurance Act (“FDIA”), the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

Transactions with Affiliates

Transactions between CIT Bank and its subsidiaries, and CIT and its other subsidiaries and affiliates, are regulated pursuant to Sections 23A and 23B of the Federal Reserve Act. These regulations limit the types and amounts of transactions (including loans due and credit extensions from CIT Bank or its subsidiaries to CIT and its other subsidiaries and affiliates) as well as restrict certain other transactions (such as the purchase of existing loans or other assets by CIT Bank or its subsidiaries from CIT and its other subsidiaries and affiliates) that may otherwise take place and generally require those transactions to be on an arms-length basis and, in the case of extensions of credit, be secured by specified amounts and types of collateral. These regulations generally do not apply to transactions between CIT Bank and its subsidiaries.

During 2016, CIT Bank purchased approximately $445 million of Rail operating lease equipment from CIT and sold Commercial Air loans and leases totaling approximately $600 million to CIT in anticipation of the pending sale of Commercial Air. CIT Bank maintains sufficient collateral in the form of cash deposits and pledged loans to cover any extensions of credit to its affiliates.

The Dodd-Frank Act significantly expanded the coverage and scope of the limitations on affiliate transactions within a banking organization and changes the procedure for seeking exemptions from these restrictions. For example, the Dodd-Frank Act expanded the definition of a “covered transaction” to include derivatives transactions and securities lending transactions with a non-bank affiliate under which a bank (or its subsidiary) has credit exposure. Collateral requirements will apply to such transactions as well as to certain repurchase and reverse repurchase agreements.

Safety and Soundness Standards

FDICIA requires the federal bank regulatory agencies to prescribe standards, by regulations or guidelines, relating to internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, asset quality, earnings, stock valuation, compensation, fees and benefits, and such other operational and managerial standards as the agencies deem appropriate. Guidelines adopted by the federal bank regulatory agencies establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal stockholder. In addition, the agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of the FDIA. See “Prompt Corrective Action” above. If an institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil monetary penalties.

Insolvency of an Insured Depository Institution

If the FDIC is appointed the conservator or receiver of an insured depository institution, upon its insolvency or in certain other events, the FDIC has the power:

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  to transfer any of the depository institution’s assets and liabilities to a new obligor without the approval of the depository institution’s creditors;

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  to enforce the terms of the depository institution’s contracts pursuant to their terms; or

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  to repudiate or disaffirm any contract or lease to which the depository institution is a party, the performance of which is determined by the FDIC to be burdensome and the disaffirmance or repudiation of which is determined by the FDIC to promote the orderly administration of the depository institution.

In addition, under federal law, the claims of holders of deposit liabilities, including the claims of the FDIC as the guarantor of insured depositors, and certain claims for administrative expenses against an insured depository institution would be afforded priority over other general unsecured claims against such an institution, including claims of debt holders of the institution, in the liquidation or other resolution of such an institution by any receiver. As a result, whether or not the FDIC ever seeks to repudiate any debt obligations of CIT Bank, the debt holders would be treated differently from, and could receive, if anything, substantially less than CIT Bank’s depositors.

Consumer Protection Regulation

Retail banking activities are subject to a variety of statutes and regulations designed to protect consumers. Interest and other charges collected or contracted for by national banks are subject to federal laws concerning interest rates. Loan operations are also subject to numerous laws applicable to credit transactions, such as:

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  the federal Truth-In-Lending Act and Regulation Z, governing disclosures of credit terms to consumer borrowers;

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  the Home Mortgage Disclosure Act and Regulation C, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;


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-
  the Equal Credit Opportunity Act and Regulation B, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

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  the Fair Credit Reporting Act and Regulation V, governing the use and provision of information to consumer reporting agencies;

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  the Fair Debt Collections Practices Act, governing the manner in which consumer debts may be collected by debt collectors;

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  the Servicemembers Civil Relief Act, applying to all debts incurred prior to commencement of active military service (including credit card and other open-end debt) and limiting the amount of interest, including service and renewal charges and any other fees or charges (other than bona fide insurance) that is related to the obligation or liability, as well as affording other protections, including with respect to foreclosures; and

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  the guidance of the various federal agencies charged with the responsibility of implementing such laws; and

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  the Real Estate Settlement Procedures Act and Regulation X, requiring disclosures regarding the nature and costs of the real estate settlement process and governing transfers of servicing, escrow accounts, force-placed insurance, and general servicing policies.

Deposit operations also are subject to consumer protection laws and regulation, such as:

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  the Truth in Savings Act and Regulation DD, which require disclosure of deposit terms to consumers;

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  Regulation CC, which relates to the availability of deposit funds to consumers;

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  the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and

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  the Electronic Funds Transfer Act and Regulation E, which governs electronic deposits to and withdrawals from deposit accounts and customer’ rights and liabilities arising from the use of automated teller machines and other electronic banking services, including remittance transfers.

CIT and CIT Bank are also subject to certain other non-preempted state laws and regulations designed to protect consumers. Additionally, CIT Bank is subject to a variety of regulatory and contractual obligations imposed by credit owners, insurers and guarantors of the mortgages we originate and service. This includes, but is not limited to, Fannie Mae, Freddie Mac, Ginnie Mae, the Federal Housing Finance Agency (“FHFA”), and the Federal Housing Administration (“FHA”). We are also subject to the requirements of the Home Affordable Modification Program (“HAMP”), Home Affordable Refinance Program (“HARP”) and other government programs in which we participate.

Consumer Financial Protection Bureau Supervision (“CFPB”)

The CFPB is authorized to interpret and administer, and to issue orders or guidelines pursuant to, any federal consumer financial laws, as well as to directly examine and enforce compliance with those laws by depository institutions with assets of $10 billion or more, such as CIT Bank. The CFPB has jurisdiction over CIT, CIT Bank, and other subsidiaries with respect to matters that relate to these laws and consumer financial services and products and periodically conducts examinations. The CFPB undertook numerous rulemaking and other initiatives in 2016. The CFPB’s rulemaking, examination and enforcement authority has and will continue to significantly affect financial institutions involved in the provision of consumer financial products and services, including CIT, CIT Bank and CIT’s other subsidiaries. These activities may limit the types of financial services and products CIT may offer, which in turn may reduce CIT’s revenues.

As a result of various requirements of the Dodd-Frank Act, CFPB has adopted a number of significant rules that implement amendments to the Equal Credit Opportunity Act, the Truth in Lending Act and the Real Estate Settlement Procedures Act. The final rules require banks to, among other things: (a) develop and implement procedures to ensure compliance with a new “ability to repay” requirement and identify whether a loan meets a new definition for a “qualified mortgage”; (b) implement new or revised disclosures, policies and procedures for servicing mortgages including, but not limited to, early intervention with delinquent borrowers and specific loss mitigation procedures for loans secured by a borrower’s principal residence; and (c) comply with additional rules and restrictions regarding mortgage loan originator compensation and the qualification and registration or licensing of loan originators.

The CFPB and other federal agencies have also jointly finalized rules imposing credit risk retention requirements on lenders originating certain mortgage loans, which require sponsors of a securitization to retain at least 5 percent of the credit risk of assets collateralizing asset-backed securities. Residential mortgage-backed securities qualifying as “qualified residential mortgages” will be exempt from the risk retention requirements. The final rule maintains revisions to the proposed rules that cover degrees of flexibility for meeting risk retention requirements and the relationship between “qualified mortgages” and “qualified residential mortgages.” These rules and any other new regulatory requirements promulgated by the CFPB could require changes to the Company’s mortgage origination and servicing businesses, result in increased compliance costs and affect the streams of revenue of such businesses.

Over the last few years, the reverse mortgage business has been subject to substantial amendments to federal laws, regulations and administrative guidance. The U.S. Department of Housing and Urban Development (“HUD”), through the FHA, amended or clarified both origination and servicing requirements related to Home Equity Conversion Mortgages (“HECMs”) through a series of issuances during 2015 and 2014. These program changes related to advertising, restrictions on loan provisions, limitations on payment methods, new underwriting requirements, revised principal limits, revised financial assessment and property charge requirements, and the treatment of non-borrowing spouses.

Community Reinvestment Act

The CRA requires depository institutions like CIT Bank to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice by, among other things, providing credit to low-and moderate-income individuals and communities. The CRA does not establish specific lending




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requirements or programs for depository institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. Depository institutions are periodically examined for compliance with the CRA and are assigned ratings, which are made available to the public. In order for a financial holding company to commence any new activity permitted by the BHC Act, or to acquire any company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the CRA. Furthermore, banking regulators take into account CRA ratings when considering approval of applications to acquire, merge, or consolidate with another banking institution or its holding company, to establish a new branch office that will accept deposits or to relocate an office, and such record may be the basis for denying the application. CIT Bank received a rating of “Satisfactory” on its most recent CRA examination by the OCC.

Incentive Compensation

In June 2010, the federal banking agencies issued comprehensive final guidance intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. These three principles are incorporated into the proposed joint compensation regulations under the Dodd-Frank Act discussed below.

During the second quarter of 2016, as required by the Dodd-Frank Act, the federal baking agencies and the SEC proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets (including CIT and CIT Bank). The proposed revised rules would establish general qualitative requirements applicable to all covered entities, additional specific requirements for entities with total consolidated assets of at least $50 billion, such as CIT, and further, more stringent requirements for those with total consolidated assets of at least $250 billion. The general qualitative requirements include (i) prohibiting incentive arrangements that encourage inappropriate risks by providing excessive compensation; (ii) prohibiting incentive arrangements that encourage inappropriate risks that could lead to a material financial loss; (iii) establishing requirements for performance measures to appropriately balance risk and reward; (iv) requiring board of director oversight of incentive arrangements; and (v) mandating appropriate record-keeping. For larger financial institutions, including CIT, the proposed revised rules would also introduce additional requirements applicable only to “senior executive officers” and “significant risk-takers” (as defined in the proposed rules), including (i) limits on performance measures and leverage relating to performance targets; (ii) minimum deferral periods; and (iii) subjecting incentive compensation to possible downward adjustment, forfeiture and clawback. If the rules are adopted in the form proposed, they may restrict CIT’s flexibility with respect to the manner in which it structures compensation for its executives.

Anti-Money Laundering (“AML”) and Economic Sanctions

In the U.S., the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, as amended, imposes significant obligations on financial institutions, including banks, to detect and deter money laundering and terrorist financing, including requirements to implement AML programs, verify the identity of customers that maintain accounts, file currency transaction reports, and monitor and report suspicious activity to appropriate law enforcement or regulatory authorities. Anti-money laundering laws outside the U.S. contain similar requirements to implement AML programs. The Company has implemented policies, procedures, and internal controls that are designed to comply with all applicable AML laws and regulations. The Company has also implemented policies, procedures, and internal controls that are designed to comply with the regulations and economic sanctions programs administered by the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”), which administers and enforces economic and trade sanctions against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy, or economy of the U.S., as well as sanctions based on United Nations and other international mandates.

Anti-corruption

The Company is subject to the Foreign Corrupt Practices Act (“FCPA”), which prohibits offering, promising, giving, or authorizing others to give anything of value, either directly or indirectly, to a non-U.S. government official in order to influence official action or otherwise gain an unfair business advantage, such as to obtain or retain business. The Company is also subject to applicable anti-corruption laws in the jurisdictions in which it operates, such as the U.K. Bribery Act, which generally prohibits commercial bribery, the receipt of a bribe, and the failure to prevent bribery by an associated person, in addition to prohibiting improper payments to foreign government officials. The Company has implemented policies, procedures, and internal controls that are designed to comply with such laws, rules, and regulations.

Privacy Provisions and Customer and Client Information

Certain aspects of the Company’s business are subject to legal requirements concerning the use and protection of customer information, including those adopted pursuant to Gramm-Leach-Bliley Act (“GLBA”) and the Fair and Accurate Credit Transactions Act of 2003 in the U.S., the E.U. Data Protection Directive, and various laws in Asia and Latin America. Federal banking regulators, as required under the GLBA, have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to nonaffiliated third parties. The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to nonaffiliated third parties. The

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privacy provisions of the GLBA affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors. Federal financial regulators have issued regulations under the Fair and Accurate Credit Transactions Act that have the effect of increasing the length of the waiting period, after privacy disclosures are provided to new customers, before information can be shared among different affiliated companies for the purpose of cross-selling products and services between those affiliated companies. In many foreign jurisdictions, the Company is also restricted from sharing customer or client information with third party non-affiliates.

Other Regulations

In addition to U.S. banking regulation, our operations are subject to supervision and regulation by other federal, state, and various foreign governmental authorities. Additionally, our operations may be subject to various laws and judicial and administrative decisions. This oversight may serve to:

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  regulate credit granting activities, including establishing licensing requirements, if any, in various jurisdictions;

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  establish maximum interest rates, finance charges and other charges;

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  regulate customers’ insurance coverages;

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  require disclosures to customers;

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  govern secured transactions;

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  set collection, foreclosure, repossession and claims handling procedures and other trade practices;

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  prohibit discrimination in the extension of credit and administration of loans; and

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  regulate the use and reporting of information related to a borrower’s credit experience and other data collection.

Our Aerospace, Rail, Maritime, and other equipment financing operations are subject to various laws, rules, and regulations administered by authorities in jurisdictions where we do business. In the U.S., our equipment leasing operations, including for aircraft, railcars, ships, and other equipment, are subject to rules and regulations relating to safety, operations, maintenance, and mechanical standards promulgated by various federal and state agencies and industry organizations, including the U.S. Department of Transportation, the Federal Aviation Administration, the Federal Railroad Administration, the Association of American Railroads, the Maritime Administration, the U.S. Coast Guard, and the U.S. Environmental Protection Agency. In addition, state agencies regulate some aspects of rail and maritime operations with respect to health and safety matters not otherwise preempted by federal law.

Each of CIT’s insurance subsidiaries is licensed and regulated in the states in which it conducts insurance business. The extent of such regulation varies, but most jurisdictions have laws and regulations governing the financial aspects and business conduct of insurers. State laws in the U.S. grant insurance regulatory authorities broad administrative powers with respect to, among other things: licensing companies and agents to transact business; establishing statutory capital and reserve requirements and the solvency standards that must be met and maintained; regulating certain premium rates; reviewing and approving policy forms; regulating unfair trade and claims practices, including through the imposition of restrictions on marketing and sales practices, distribution arrangements and payment of inducements; approving changes in control of insurance companies; restricting the payment of dividends and other transactions between affiliates; and regulating the types, amounts and valuation of investments. Each insurance subsidiary is required to file reports, generally including detailed annual financial statements, with insurance regulatory authorities in each of the jurisdictions in which it does business, and its operations and accounts are subject to periodic examination by such authorities.

Changes to laws of states and countries in which we do business could affect the operating environment in substantial and unpredictable ways. We cannot accurately predict whether such changes will occur or, if they occur, the ultimate effect they would have upon our financial condition or results of operations.


WHERE YOU CAN FIND MORE INFORMATION

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, as well as our annual Proxy Statements, may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C. 20549. Information on the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov, on which interested parties can electronically access the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, as well as our Proxy Statements.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, as well as our annual Proxy Statements, are available free of charge on the Company’s Internet site at www.cit.com as soon as reasonably practicable after such materials are electronically filed or furnished with the SEC. Copies of our Corporate Governance Guidelines, the Charters of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Regulatory Compliance Committee, and the Risk Management Committee, and our Code of Business Conduct are available, free of charge, on our internet site at www.cit.com/investor, and printed copies are available by contacting Investor Relations, 1 CIT Drive, Livingston, NJ 07039 or by telephone at (973) 740-5000. Information contained on our website or that can be accessed through our website is not incorporated by reference into this Form 10-K, unless we have specifically incorporated it by reference.




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GLOSSARY OF TERMS

Accretable Yield reflects the excess of cash flows expected to be collected (estimated fair value at acquisition date) over the recorded investment of purchase credit impaired (“PCI”) loans and investments (defined below) and is recognized in interest income using an effective yield method over the expected remaining life. The accretable yield is affected by changes in interest rate indices for variable rate PCI loans, changes in prepayment assumptions and changes in expected principal and interest payments and collateral values.

Assets Held for Sale (“AHFS”) include loans and operating lease equipment that we no longer have the intent or ability to hold until maturity. AHFS could also include a component of goodwill associated with portfolios or businesses held for sale.

Available-for-sale (“AFS”) is a classification that pertains to debt and equity securities. We classify these securities as AFS when they are not considered trading securities, securities carried at fair value, or held-to-maturity securities. AFS securities are included in investment securities in the balance sheet.

Average Earning Assets (“AEA”) is computed using month end balances and is the average of earning assets (defined below). We use this average for certain key profitability ratios, including return on AEA, Net Finance Revenue as a percentage of AEA and operating expenses as a percentage of AEA for the respective period.

Average Finance Receivables (“AFR”) is computed using month end balances and is the average of finance receivables (defined below), which does not include amounts held for sale. We use this average to measure the rate of net charge-offs for the respective period.

Average Operating Leases (“AOL”) is computed using month end balances and is the average of operating lease equipment, which does not include amounts held for sale. We use this average to measure the rate of return on our operating lease portfolio for the respective period.

Covered Loans are loans that CIT may be reimbursed for a portion of future losses under the terms of loss sharing agreements (defined below) with the FDIC. See Indemnification Assets.

Delinquent Loan categorization occurs when payment is not received when contractually due. Delinquent loan trends are used as a gauge of potential portfolio degradation or improvement.

Derivative Contract is a contract whose value is derived from a specified asset or an index, such as an interest rate or a foreign currency exchange rate. As the value of that asset or index changes, so does the value of the derivative contract. We use derivatives to manage interest rate, foreign currency or credit risks. The derivative contracts we use may include interest-rate swaps, interest rate caps, cross-currency swaps, foreign exchange forward contracts, and credit default swaps.

Earning Assets is the sum of finance receivables (defined below), operating lease equipment, net, financing and leasing assets held for sale, interest-bearing cash, investment securities and securities purchased under agreements to resell less the credit balances of factoring clients as of a specific date.

Economic Value of Equity (“EVE”) measures the net impact of hypothetical changes on the value of equity by assessing the economic value of assets, liabilities and derivatives.

FICO Score is a credit bureau-based industry standard score developed by the Fair Isaac Corporation (currently named FICO) that predicts the likelihood of borrower default. We use FICO scores in underwriting and assessing risk in our consumer lending portfolio.

Finance Receivables include loans, capital lease receivables, factoring receivables and rent receivable on operating lease equipment, and does not include amounts contained within AHFS. In certain instances, we use the term “Loans” synonymously, as presented on the balance sheet.

Financing and Leasing Assets (“FLA”) include finance receivables, operating lease equipment, net, and AHFS, all measured as of a specific date.

Gross Yield is calculated as finance revenue divided by AEA and derives the revenue yield generated over the respective period.

Indemnification Assets relate to asset purchases completed by OneWest Bank, in which the FDIC indemnified OneWest Bank prior to its acquisition by CIT against certain future losses in accordance with the Loss Sharing Agreements, as defined below. The indemnification assets were acquired by CIT in connection with the OneWest Transaction.

Interest income includes interest earned on finance receivables, cash balances, debt investments and dividends on investments.

Lease — capital is an agreement in which the party who owns the property (lessor), which is CIT as part of our finance business, permits another party (lessee), which is our customer, to use the property with substantially all of the economic benefits and risks of asset ownership passed to the lessee.

Lease — operating is a lease in which CIT retains ownership of the asset (operating lease equipment, net), collects rental payments, recognizes depreciation on the asset, and retains the risks of ownership, including obsolescence.

Loan-to-Value Ratio (“LTV”) is a calculation of a loan’s collateral coverage that is used in underwriting and assessing risk in our lending portfolio. LTV at any point in time is the result of the total loan obligations secured by collateral divided by the fair value of the collateral.

Loss Sharing Agreements are agreements in which the FDIC indemnified OneWest Bank against certain future losses. See Indemnification Assets defined above. The loss sharing agreements generally require CIT to obtain FDIC approval prior to transferring or selling loans and related indemnification assets. Eligible losses are submitted to the FDIC for reimbursement when a qualifying loss event occurs (e.g., charge-off of loan balance or liquidation of collateral). Reimbursements approved by the FDIC usually are received within 60 days of submission. Receivables related to these indemnification assets are referred to as Covered Loans.

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Lower of Cost or Fair Value relates to the carrying value of an asset. The cost refers to the current book balance of certain assets, such as held for sale assets, and if that balance is higher than the fair value, an impairment charge is reflected in the current period statement of income.

Measurement Period is the period of time that an acquirer has to adjust provisional amounts assigned to acquired assets or liabilities. The measurement period provides the acquirer with a reasonable time to obtain the information necessary to identify and measure various items in a business combination.

Net Efficiency Ratio is a non-GAAP measure that measures the level of operating expenses to our revenue generation over a period of time. It is calculated by dividing operating expenses, excluding intangible assets amortization, goodwill impairment, and restructuring charges, by Total Net Revenue (defined below). This calculation may not be similar to other financial institutions’ ratio due to the inclusion of operating lease revenue and associated expenses, and the exclusion of the noted items.

Net Finance Revenue (“NFR”) is a non-GAAP measurement defined as Net Interest Revenue (defined below) plus net operating lease revenue (rental income on operating leases less depreciation on operating lease equipment and maintenance and other operating lease expenses). When divided by AEA, the product is defined as Net Finance Margin (“NFM”). These are key measures used by management in the evaluation of the financial performance of our business. While other financial institutions may use net interest margin (“NIM”), defined as interest income less interest expense, we discuss NFR, which includes net operating lease revenue, due to the significant revenue impact of operating lease equipment and the fact that a portion of interest expense reflects the funding of operating lease equipment.

Net Interest Income Sensitivity (“NII Sensitivity”) measures the net impact of hypothetical changes in interest rates on forecasted net interest revenue and rental income from specific items, assuming a static balance sheet over a twelve-month period.

Net Interest Revenue reflects interest and fees on finance receivables, interest on interest-bearing cash, and interest/dividends on investments less interest expense on deposits and borrowings.

Net Operating Loss Carryforward / Carryback (“NOL”) is a tax concept, whereby tax losses in one year can be used to offset taxable income in other years. For example, a U.S. Federal NOL can first be carried-back and applied against taxable income recorded in the two preceding years with any remaining amount being carried-forward for the next twenty years to offset future taxable income. The rules pertaining to the number of years allowed for the carryback or carryforward of an NOL varies by jurisdiction.

New business volume represents the initial cash outlay related to new loan or lease equipment transactions entered into during the period. The amount includes CIT’s portion of a syndicated transaction, whether it acts as the agent or a participant, and in certain instances, it includes asset purchases from third parties.

Non-accrual Loans include finance receivables greater than or equal to $500,000 that are individually evaluated and determined to be impaired, as well as finance receivables less than $500,000 that are delinquent (generally for 90 days or more), unless it is both well secured and in the process of collection. Non-accrual loans also include finance receivables with revenue recognition on a cash basis because of deterioration in the financial position of the borrower.

Non-performing Assets include non-accrual loans (described above) combined with OREO and repossessed assets.

Other Income includes (1) factoring commissions, (2) gains and losses on sales of leasing equipment (3) fee revenues, including fees on lines of credit, letters of credit, capital market related fees, agent and advisory fees and servicing fees (4) gains and losses on loan and portfolio sales, (5) gains and losses on sales of investment securities, (6) gains and losses on sales of OREO, (7) net gains and losses on derivatives and foreign currency exchange, (8) impairment on assets held for sale, and (9) other revenues. Service charges (fee income) on deposit accounts primarily represent monthly fees based on minimum balances or transaction-based fees. Loan servicing revenue includes fees collected for the servicing of loans not owned by the Company. Other income combined with rental income on operating leases is defined as Non-interest income. Non-interest income is recognized in accordance with relevant authoritative pronouncements.

Other Real Estate Owned (“OREO”) is a term applied to real estate property owned by a financial institution. OREO are considered non-performing assets.

Purchase Accounting Adjustments (“PAA”) reflect accretable and non-accretable components of the fair value adjustments to acquired assets and liabilities assumed in a business combination. Accretable adjustments reflect the accretion or amortization of the discounts and premiums and flow through the related line items on the income statement (interest income, interest expense, non-interest income and other expenses) over the weighted average life for pool level and contractual for loan level of the assets or liabilities. The accretable adjustments are recognized using an applicable methodology, such as the effective interest method, and the retrospective method specific to reverse mortgages. These primarily relate to interest adjustments on loans and leases, as well as deposits and borrowings. The PAA for the intangible assets is amortized over the respective life of the underlying intangible asset and recorded in Operating expenses. Non-accretable adjustments, for instance credit related write-downs on loans, become adjustments to the basis of the asset and flow back through the statement of income only upon the occurrence of certain events, such as, but not limited to repayment or sale.

Purchase Credit Impaired (“PCI”) Loans and PCI Investments are loans and investments that at the time of an acquisition are considered impaired under ASC 310-30 (Loans and Debt Securities Acquired with Deteriorated Credit Quality). These are determined to be impaired as there was evidence of credit deterioration since origination of the loan and investment and for which it was probable that all contractually due amounts (principal and interest) would not be collected.

Regulatory Credit Classifications used by CIT are as follows:

-
  Pass — These assets do not meet the criteria for classification in one of the other categories;





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-
  Special Mention — These assets exhibit potential weaknesses that deserve management’s close attention and if left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects;

-
  Substandard — These assets are inadequately protected by the current sound worth and paying capacity of the borrower, and are characterized by the distinct possibility that some loss will be sustained if the deficiencies are not corrected;

-
  Doubtful — These assets have weaknesses that make collection in full unlikely on the basis of current facts, conditions, and values and

-
  Loss — These assets are considered uncollectible and of little or no value and are generally charged off.

Classified assets are rated as substandard, doubtful or loss and range from: (1) assets that exhibit a well-defined weakness and are inadequately protected by the current sound worth and paying capacity of the borrower, and are characterized by the distinct possibility that some loss will be sustained if the deficiencies are not corrected to (2) assets with weaknesses that make collection in full unlikely on the basis of current facts, conditions, and values. Assets in this classification can be accruing or on non-accrual depending on the evaluation of these factors. Classified loans plus special mention loans are considered criticized loans.

Residual Values represent the estimated value of equipment at the end of the lease term. For operating leases, it is the value to which the asset is depreciated at the end of its estimated useful life.

Risk Weighted Assets (“RWA”) is the denominator to which Total Capital and Tier 1 Capital is compared to derive the respective risk based regulatory ratios. RWA is comprised of both on-balance sheet assets and certain off-balance sheet items (for example loan commitments, purchase commitments or derivative contracts). RWA items are adjusted by certain risk-weightings as defined by the regulators, which are based upon, among other things, the relative credit risk of the counterparty.

Syndication and Sale of Receivables result from originating finance receivables with the intent to sell a portion, or the entire balance, of these assets to other institutions. We earn and recognize fees and/or gains on sales, which are reflected in other income, for acting as arranger or agent in these transactions.

Tangible Book Value (“TBV”) excludes goodwill and intangible assets from total stockholders’ equity. We use TBV in measuring tangible book value per share as of a specific date.

Common Tier 1 Capital, Tier 1 Capital and Total Capital are regulatory capital as defined in the capital adequacy guidelines issued by the Federal Reserve. Common Tier 1 Capital is total stockholders’ equity reduced by goodwill and intangible assets and adjusted by elements of other comprehensive income and other items. Tier 1 Capital is Common Tier 1 Capital plus other additional Tier 1 Capital instruments included, among other things, non-cumulative preferred stock. Total Capital consists of Common Tier 1, additional Tier 1 and, among other things, mandatory convertible debt, limited amounts of subordinated debt, other qualifying term debt, and allowance for loan losses up to 1.25% of risk weighted assets.

Total Net Revenue is a non-GAAP measurement and is the combination of NFR and other income.

Total Return Swap (“TRS”) is a swap where one party agrees to pay the other the “total return” of a defined underlying asset (e.g., a loan), usually in return for receiving a stream of LIBOR-based cash flows. The total returns of the asset, including interest and any default shortfall, are passed through to the counterparty. The counterparty is therefore assuming the risks and rewards of the underlying asset.

Troubled Debt Restructuring (“TDR”) occurs when a lender, for economic or legal reasons, grants a concession to the borrower related to the borrower’s financial difficulties that it would not otherwise consider.

Variable Interest Entity (“VIE”) is a corporation, partnership, limited liability company, or any other legal structure used to conduct activities or hold assets. These entities: lack sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support from other parties; have equity owners who either do not have voting rights or lack the ability to make significant decisions affecting the entity’s operations; and/or have equity owners that do not have an obligation to absorb the entity’s losses or the right to receive the entity’s returns.

Yield-related Fees are collected in connection with our assumption of underwriting risk in certain transactions in addition to interest income. We recognize yield-related fees, which include prepayment fees and certain origination fees, in interest income over the life of the lending transaction.

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Acronyms

The following is a list of acronyms we use throughout this document:

Acronym         Definition     Acronym     Definition
AEA
           
Average Earnings Assets
   
HELOC
   
Home Equity Lines of Credit
AFR
           
Average Finance Receivables
   
HFI
   
Held for Investment
AFS
           
Available for Sale
   
HTM
   
Held to Maturity
AHFS
           
Assets Held for Sale
   
HUD
   
U.S. Department of Housing and Urban Development
ALLL
           
Allowance for Loan and Lease Losses
   
IT
   
Information Technology
ALM
           
Asset and Liability Management
   
LCM
   
Legacy Consumer Mortgages
AOCI
           
Accumulated Other Comprehensive Income
   
LCR
   
Liquidity Coverage Ratio
AOL
           
Average Operating Leases
   
LGD
   
Loss Given Default
ARM
           
Adjustable Rate Mortgage
   
LIHTC
   
Low Income Housing Tax Credit
ASC
           
Accounting Standards Codification
   
LOCOM
   
Lower of the Cost or Market Value
ASU
           
Accounting Standards Update
   
LTV
   
Loan-to-Value
AVA
           
Actuarial Valuation Allowance
   
MBS
   
Mortgage-Backed Securities
BHC
           
Bank Holding Company
   
MSR
   
Mortgage Servicing Rights
BPS
           
Basis point(s); 1bp=0.01%
   
NFM
   
Net Finance Margin
CCAR
           
Comprehensive Capital Analysis and Review
   
NFR
   
Net Finance Revenue
CDI
           
Core Deposit Intangibles
   
NII Sensitivity
   
Net Interest Income Sensitivity
CET 1
           
Common Equity Tier 1
   
NIM
   
Net Interest Margin
CRA
           
Community Reinvestment Act
   
NOLs
   
Net Operating Loss Carry-Forwards
CTA
           
Currency Translation Adjustment
   
NSP
   
Non-Strategic Portfolios
DCF
           
Discounted Cash Flows
   
OCC
   
Office of the Comptroller of the Currency
DPA
           
Deferred Purchase Agreement
   
OCI
   
Other Comprehensive Income
DTAs
           
Deferred Tax Assets
   
OREO
   
Other Real Estate Owned
DTLs
           
Deferred Tax Liabilities
   
OTTI
   
Other than Temporary Impairment
ECAP
           
Enterprise Stress Testing and Economic Capital
   
PAA
   
Purchase Accounting Adjustments
EMC
           
Executive Management Committee
   
PB
   
Primary Beneficiary
EPS
           
Earnings Per Share
   
PCI
   
Purchased Credit-Impaired Loans/Securities
ERM
           
Enterprise Risk Management
   
PD
   
Probability of Obligor Default
EVE
           
Economic Value of Equity
   
ROA
   
Return on Average Earning Assets
FDIC
           
Federal Deposit Insurance Corporation
   
ROTCE
   
Return on Tangible Common Stockholders’ Equity
FHA
           
Federal Housing Administration
   
SBA
   
Small Business Administration
FHC
           
Financial Holding Company
   
SEC
   
Securities and Exchange Commission
FHLB
           
Federal Home Loan Bank
   
SFR
   
Single Family Residential
FICO
           
Fair, Isaac Corporation
   
SGA
   
Selling, General and Administration Expenses
FLA
           
Financing and Leasing Assets
   
SIFI
   
Systemically Important Financial Institution
FNMA
           
Federal National Mortgage Association
   
SOP
   
Statement of Position
FRB
           
Board of Governors of the Federal Reserve System
   
TBV
   
Tangible Book Value
FRBNY
           
Federal Reserve Bank of New York
   
TCE
   
Tangible Common Stockholders’ Equity
FV
           
Fair Value
   
TDR
   
Troubled Debt Restructuring
GAAP
           
Accounting Principles Generally Accepted in the U.S.
   
TRS
   
Total Return Swaps
GSEs
           
Government-Sponsored Enterprises
   
UPB
   
Unpaid Principal Balance
HECM
           
Home Equity Conversion Mortgage
   
VIE
   
Variable Interest Entity

 




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Item 1A. Risk Factors

The operation of our business, and the economic and regulatory climate in the U.S. and other regions of the world involve various elements of risk and uncertainty. You should carefully consider the risks and uncertainties described below before making a decision whether to invest in the Company. This is a discussion of the risks that we believe are material to our business and does not include all risks, material or immaterial, that may possibly affect our business. Any of the following risks, and additional risks that are presently unknown to us or that we currently deem immaterial, could have a material adverse effect on our business, financial condition, and results of operations.

Strategic Risks

If the assumptions and analyses underlying our strategy and business plan, including with respect to market conditions, capital and liquidity, business strategy, and operations are incorrect, we may be unsuccessful in executing our strategy and business plan.

A number of strategic issues affect our business, including how we allocate our capital and liquidity, our business strategy, our funding models, and the quality and efficiency of operations. We developed our strategy and business plan based upon certain assumptions, analyses, and financial forecasts, including with respect to our capital levels, funding model, credit ratings, revenue growth, earnings, interest margins, expense levels, cash flow, credit losses, liquidity and financing sources, lines of business and geographic scope, acquisitions and divestitures, equipment residual values, capital expenditures, retention of key employees, and the overall strength and stability of general economic conditions. Financial forecasts are inherently subject to many uncertainties and are necessarily speculative, and it is likely that one or more of the assumptions and estimates that are the basis of these financial forecasts will not be accurate. Accordingly, our actual financial condition and results of operations may differ materially from what we have forecast and we may not be able to reach our goals and targets. If we are unable to implement our strategic initiatives effectively, we may need to refine, supplement, or modify our business plan and strategy in significant ways. If we are unable to fully implement our business plan and strategy, it may have a material adverse effect on our business, results of operations and financial condition.

We may not be able to achieve the expected benefits from acquiring a business or assets or from disposing of a business or assets, which may have an adverse effect on our business or results of operations.

As part of our strategy and business plan, we may consider engaging in business or asset acquisitions or sales to manage our business, the products and services we offer, and our asset levels, credit exposures, or liquidity position. There are a number of risks inherent in acquisition and sale transactions, including the risk that we fail to identify or acquire key businesses or assets, that we fail to complete a pending transaction, that we fail to sell a business or assets that are considered non-strategic or high risk, that we overpay for an acquisition or receive inadequate consideration for a disposition, or that we fail to properly integrate an acquired company or to realize the anticipated benefits from the transaction. We acquired IMB HoldCo LLC and its subsidiary, OneWest Bank N.A., in 2015 and two businesses, Nacco SAS and Capital Direct Group, in 2014. We sold our equipment financing portfolio in the U.K. in January 2016; our equipment financing and corporate finance portfolios in Canada in October 2016; our equipment financing portfolios in Mexico and Brazil in 2015; and our student lending portfolio, small business lending portfolio, and various equipment financing portfolios in Europe, Asia, and Latin America in 2014. We have agreed to sell our Commercial Air business to Avolon Holdings Limited, an international commercial aircraft leasing company, and we have transferred our financings in Business Air and China into assets held for sale.

In engaging in business acquisitions, CIT may decide to pay a premium over book and market values to complete the transaction, which may result in some dilution of our tangible book value and net income per common share. If CIT uses substantial cash or other liquid assets or incurs substantial debt to acquire a business or assets, we could become more susceptible to economic downturns and competitive pressures. CIT used a combination of cash ($1.9 billion) and common stock (30.9 million shares valued at $1.5 billion) to complete the OneWest Transaction. Integrating the operations of an acquired entity can be difficult. Prior to completing the OneWest Transaction, CIT and OneWest Bank had different policies, procedures, and processes, including accounting, credit and other risk and reporting policies, and utilized different systems, which are requiring significant time, cost, and effort to integrate. As a result, CIT may not be able to fully achieve its strategic objectives and planned operating efficiencies in an acquisition. CIT may also be exposed to other risks inherent in an acquisition, including the risk of unknown or contingent liabilities, changes in our credit, liquidity, interest rate or other risk profiles, potential asset quality issues, potential disruption of our existing business and diversion of management’s time and attention, possible loss of key employees or customers of the acquired business, and the risk that certain items were not accounted for properly by the seller in accordance with financial accounting and reporting standards. If we fail to realize the expected revenue increases, cost savings, increases in geographic or product scope, and/or other projected benefits from an acquisition, or if we are unable to adequately integrate the acquired business, or experience unexpected costs, changes in our risk profile, or disruption to our business, it could have a material adverse effect on our business, financial condition, and results of operations.

CIT must receive regulatory approval before it can acquire a bank or BHC or for any acquisition in which the assets acquired exceeds $10 billion. Similarly, when CIT is disposing of a business or assets, the purchaser may require regulatory and shareholder approval, including that of foreign regulators and shareholders, before it completes the transaction. We cannot be certain when or if, or on what terms and conditions, any required regulatory or shareholder approval may be granted. We may be required to sell assets or business units as a condition to receiving regulatory approval for an acquisition. If CIT fails to close a pending transaction for any reason, including failure to obtain either regulatory approvals or shareholder approval, CIT may be exposed to potential disruption of our business, diversion of management’s time and attention, risk from a failure to

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diversify our business and products, risk that we may not be able to return capital to shareholders as planned, and increased expenses without a commensurate increase in revenues.

As a result of economic cycles, general market conditions, and other factors, the value of certain asset classes may fluctuate and decline below their historic cost. If CIT is holding such businesses or asset classes, we may not recover our carrying value if we sell such businesses or assets or we may end up with a higher risk exposure to specific customers, industries, asset classes, or geographic regions than we have targeted. In addition, potential purchasers may be unwilling to pay an amount equal to the face value of a loan or lease if the purchaser is concerned about the quality of our credit underwriting. Potential purchasers may also be unwilling to pay adequate consideration for a business or assets depending on the nature of any financial, legal, or tax structures of the business, the regulatory or geographic exposure of the business, the projected growth rate of the business, or the size or nature of its outstanding commitments. These transactions, if completed, may reduce the size of our business and we may not be able to replace the lending and leasing activity associated with these businesses. As a result, future disposition of assets could have a material adverse effect on our business, financial condition and results of operations.

We may incur losses on loans, securities and other acquired assets of OneWest Bank that are materially greater than reflected in our fair value adjustments.

We accounted for the OneWest Transaction under the purchase method of accounting, recording the acquired assets and liabilities of OneWest Bank at fair value. All purchased credit impaired loans acquired in the OneWest Transaction were recorded at fair value based on the present value of their expected cash flows. We estimated cash flows using internal credit, interest rate and prepayment risk models using assumptions about matters that are inherently uncertain. We may not realize the estimated cash flows or fair value of these loans. In addition, although the difference between the pre-acquisition carrying value of the credit-impaired loans and their expected cash flows — the “non-accretable difference” — is available to absorb future charge-offs, we may be required to increase our allowance for credit losses and related provision expense because of subsequent additional deterioration in these loans.

Competition from both traditional competitors and new market entrants may adversely affect our market share, profitability, and returns.

Our markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region. We have a wide variety of competitors that include captive and independent finance companies, commercial banks and thrift institutions, industrial banks, community banks, Internet banks, leasing companies, hedge funds, insurance companies, mortgage companies, manufacturers and vendors. Some of our non-bank competitors are not subject to the same extensive regulation we are and, therefore, may have greater flexibility in competing for business. In particular, the activity and prominence of so-called marketplace lenders and other technological financial service companies have grown significantly over recent years and is expected to continue growing.

We compete on the basis of pricing (including the interest rates charged on loans or paid on deposits and the pricing for equipment leases), product terms and structure, the range of products and services offered, and the quality of customer service (including convenience and responsiveness to customer needs and concerns). The ability to access and use technology in the delivery of products and services to our customers is an increasingly important competitive factor in the financial services industry, and it is a critically important component to customer satisfaction.

If we are unable to address the competitive pressures that we face, we could lose market share, which could result in reduced net finance revenue and profitability and lower returns. On the other hand, if we meet those competitive pressures, it is possible that we could incur significant additional expense, experience lower returns due to compressed net finance revenue, and/or incur increased losses due to less rigorous risk standards.

Capital and Liquidity Risks

If we fail to maintain sufficient capital or adequate liquidity to meet regulatory capital guidelines, there could be a material adverse effect on our business, results of operations, and financial condition.

New and evolving capital and liquidity standards will have a significant effect on banks and BHCs. The Basel III Final Rule issued by the federal banking agencies requires BHCs and insured depository institutions to maintain more and higher quality capital than in the past. In addition, the federal banking agencies created a standardized minimum liquidity requirement for large and internationally active banking organizations, referred to as the “liquidity coverage ratio”, or “LCR”, which sets a minimum level of unencumbered high-quality liquid assets over a 30-day period. On June 1, 2016, the U.S. bank regulatory agencies issued a notice of proposed rulemaking to implement the net stable funding ratio, or “NSFR”, called for by the Basel III Final Framework, which promotes more medium and long-term funding over a one-year time horizon. If we incur future losses that reduce our capital levels, we may fail to maintain our regulatory capital or our liquidity above regulatory minimums and at economically satisfactory levels or to meet the required liquidity ratios. The enhanced prudential supervision requirements imposed on large BHCs pursuant to the Dodd-Frank Act also require a buffer of highly liquid assets based on projected stressed funding needs. The new capital standards could require CIT to maintain more and higher quality capital than previously expected and could limit our business activities (including lending) and our ability to expand organically or through acquisitions, to diversify our capital structure, or to pay dividends or otherwise return capital to shareholders. The new liquidity standards could also require CIT to hold higher levels of short-term investments, thereby reducing our ability to invest in longer-term or less liquid assets. If we fail to maintain the appropriate capital levels or adequate liquidity, we could become subject to a variety of formal or informal enforcement actions, which may include restrictions on our business activities, including limiting lending and leasing activities, limiting the expansion of our business, either organically or through acquisitions, requiring the raising of additional capital, which may be dilutive to shareholders, or requiring prior regulatory approval before taking certain actions,




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such as payment of dividends or otherwise returning capital to shareholders. If we are unable to meet any of these capital or liquidity standards, it may have a material adverse effect on our business, results of operations and financial condition.

Our Revolving Credit Facility also includes terms that require us to comply with regulatory capital requirements and, following the consummation of the sale of our Commercial Air business, maintain a Tier 1 regulatory capital ratio of at least 9.0%. If we are unable to satisfy these or any of the other relevant terms of the Revolving Credit Facility, the lenders could elect to terminate the Revolving Credit Facility and require us to repay outstanding borrowings. In such event, unless we are able to refinance the indebtedness coming due and replace the Revolving Credit Facility, we would likely not have sufficient liquidity for our business needs, which may have a material adverse effect on our business, results of operations and financial condition.

If we fail to maintain adequate liquidity or to generate sufficient cash flow to satisfy our obligations as they come due, whether due to a downgrade in our credit ratings or for any other reasons, it could materially adversely affect our future business operations.

CIT’s liquidity is essential for the operation of our business. Our liquidity, and our ability to issue debt in the capital markets or fund our activities through bank deposits, could be affected by a number of factors, including market conditions, our capital structure and capital levels, our credit ratings, and the performance of our business. An adverse change in any of those factors, and particularly a downgrade in our credit ratings, could negatively affect CIT’s liquidity and competitive position, increase our funding costs, or limit our access to the capital markets or deposit markets. Further, an adverse change in the performance of our business could have a negative impact on our operating cash flow. CIT’s credit ratings are subject to ongoing review by the rating agencies, which consider a number of factors, including CIT’s own financial strength, performance, prospects, and operations, as well as factors not within our control, including conditions affecting the financial services industry generally. There can be no assurance that we will maintain or improve our current ratings, which currently are not investment grade at the holding company level. If we experience a substantial, unexpected, or prolonged change in the level or cost of liquidity, or fail to generate sufficient cash flow to satisfy our obligations, it could materially adversely affect our business, financial condition, or results of operations.

Our business may be adversely affected if we fail to successfully expand our sources of deposits at CIT Bank.

CIT Bank currently has a branch network with 70 branches, which offer a variety of deposit products. However, CIT also must rely on its online bank, brokered deposits, and certain deposit sweep accounts to raise additional deposits. Our ability to raise deposits and offer competitive interest rates on deposits is dependent on CIT Bank’s capital levels. Federal banking law generally prohibits a bank from accepting, renewing or rolling over brokered deposits, unless the bank is well-capitalized or it is adequately capitalized and obtains a waiver from the FDIC. There are also restrictions on interest rates that may be paid by banks that are less than well capitalized, under which such a bank generally may not pay an interest rate on any deposit of more than 75 basis points over the national rate published by the FDIC, unless the FDIC determines that the bank is operating in a high-rate area. Continued expansion of CIT Bank’s retail online banking platform to diversify the types of deposits that it accepts may require significant time, effort, and expense to implement. We are likely to face significant competition for deposits from larger BHCs who are similarly seeking larger and more stable pools of funding. If CIT Bank fails to expand and diversify its deposit-taking capability, it could have an adverse effect on our business, results of operations, and financial condition.

We may be restricted from paying dividends or repurchasing our common stock.

CIT is a legal entity separate and distinct from its subsidiaries, including CIT Bank, and relies on dividends from its subsidiaries for a significant portion of its cash flow. Federal banking laws and regulations limit the amount of dividends that CIT Bank can pay to CIT. In addition, BHCs with assets in excess of $50 billion must develop and submit to the FRB for review an annual capital plan detailing their plans for the payment of dividends on their common or preferred stock or the repurchase of common stock. If our capital plan is not approved or if we do not satisfy applicable capital requirements, our ability to pay dividends or undertake other capital actions may be restricted. We received a qualitative objection to our initial capital plan in 2016. On October 6, 2016, we announced that we had received a “non-objection” from the FRBNY to our amended capital plan. We will submit our next annual capital plan in April 2017. We cannot determine whether the FRBNY will object to future capital returns.

Regulatory and Legal Risks

We could be adversely affected by the additional enhanced prudential supervision requirements applicable to large banking organizations.

When we acquired IMB Holdco LLC and its subsidiary, OneWest Bank we exceeded the $50 billion threshold and became subject to the FRB’s enhanced prudential standards applicable to BHC’s with an average of $50 billion or more of assets for the prior four quarters. There are a number of regulations that are now applicable to us that are not applicable to smaller banking organizations, including but not limited to enhanced rules on capital plans and stress testing, enhanced governance standards, liquidity stress testing and enhanced reporting requirements, and a requirement to develop a resolution plan. Each of these rules required CIT to dedicate significant time, effort, and expense during 2016 to comply with the enhanced standards and requirements, and we expect to continue dedicating significant time, effort , and expense during 2017 and thereafter. If we fail to develop at a reasonable cost the systems and processes necessary to comply with the enhanced standards and requirements imposed by these rules, it could have a material adverse effect on our business, financial condition, or results of operations.

Our business is subject to significant government regulation and supervision and we could be adversely affected by banking or other regulations, including new regulations or changes in existing regulations or the application thereof.

The financial services industry, in general, is heavily regulated. We are subject to the comprehensive, consolidated supervision of the FRB, including risk-based and leverage capital requirements and information reporting requirements. In addition, CIT Bank is subject to supervision by the OCC, including risk-based

Item 1A.  Risk Factors



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and leverage capital requirements and information reporting requirements. This regulatory oversight is established to protect depositors, federal deposit insurance funds and the banking system as a whole, and is not intended to protect debt and equity security holders. If we fail to satisfy regulatory requirements applicable to bank holding companies that have elected to be treated as financial holding companies, including maintaining our status as well managed and well capitalized, our financial condition and results of operations could be adversely affected, and we may be restricted in our ability to undertake certain capital actions (such as declaring dividends or repurchasing outstanding shares) or to engage in certain activities or acquisitions. In addition, our banking regulators have significant discretion in the examination and enforcement of applicable banking statutes and regulations, and may restrict our ability to engage in certain activities or acquisitions, or may require us to maintain more capital.

Proposals for legislation to further regulate, restrict, and tax certain financial services activities are continually being introduced in the United States Congress and in state legislatures. The Dodd-Frank Act, which was adopted in 2010, constitutes the most wide-ranging overhaul of financial services regulation in decades, including provisions affecting, among other things, (i) corporate governance and executive compensation of companies whose securities are registered with the SEC, (ii) FDIC insurance assessments based on asset levels rather than deposits, (iii) minimum capital levels for BHCs, (iv) derivatives activities, proprietary trading, and private investment funds offered by financial institutions, and (v) the regulation of large financial institutions. In addition, the Dodd-Frank Act established additional regulatory bodies, including the Financial Stability Oversight Council (“FSOC”), which is charged with identifying systemic risks, promoting stronger financial regulation, and identifying those non-bank companies that are “systemically important”, and the Consumer Financial Protection Bureau (“CFPB”), which has broad authority to establish a federal regulatory framework for consumer financial protection. The agencies regulating the financial services industry periodically adopt changes to their regulations and are still finalizing regulations to implement various provisions of the Dodd-Frank Act. In recent years, regulators have increased significantly the level and scope of their supervision and regulation of the financial services industry. We are unable to predict the form or nature of any future changes to statutes or regulation, including the interpretation or implementation thereof. Such increased supervision and regulation could significantly affect our ability to conduct certain of our businesses in a cost-effective manner, restrict the type of activities in which we are permitted to engage, or subject us to stricter and more conservative capital, leverage, liquidity, and risk management standards. Any such action could have a substantial impact on us, significantly increase our costs, limit our growth opportunities, affect our strategies and business operations and increase our capital requirements, and could have an adverse effect on our business, financial condition and results of operations. While the change in administration in the U.S. may ultimately roll back or modify certain of the regulations adopted in recent years, including regulations adopted or proposed pursuant to the Dodd-Frank Act, uncertainty about the timing and scope of any such changes as well as the cost of complying with a new regulatory regime, may negatively impact our businesses, at least in the short term, even if the long-term impact of any such changes are positive for our businesses.

Our Aerospace, Rail, Maritime and other equipment financing operations are subject to various laws, rules, and regulations administered by authorities in jurisdictions where we do business. In the U.S., our equipment leasing operations, including for aircraft, railcars, ships, and other equipment, are subject to rules and regulations relating to safety, operations, maintenance, and mechanical standards promulgated by various federal and state agencies and industry organizations, including the U.S. Department of Transportation, the Federal Aviation Administration, the Federal Railroad Administration, the Association of American Railroads, the Maritime Administration, the U.S. Coast Guard, and the U.S. Environmental Protection Agency. Similar governmental agencies issue similar rules and regulations in other countries in which we do business. In 2015, the U.S. Pipeline and Hazardous Materials Safety Administration (“PHMSA”) and Transport Canada (“TC”) each released final rules establishing enhanced design and performance criteria for tank cars loaded with a flammable liquid and requiring retrofitting of existing tank cars to meet the enhanced standards within a specified time frame. In addition, the U.S. Congress enacted the Fixing America’s Surface Transportation Act (“FAST Act”), which, among other things, expanded the scope of tank cars classified as carrying flammable liquids, added additional design and performance criteria for tank cars in flammable service, and required additional studies of certain criteria established by PHMSA and TC. In addition, state agencies regulate some aspects of rail and maritime operations with respect to health and safety matters not otherwise preempted by federal law. Our business operations and our equipment leasing portfolios may be adversely impacted by rules and regulations promulgated by governmental and industry agencies, which could require substantial modification, maintenance, or refurbishment of our aircraft, railcars, ships, or other equipment, or potentially make such equipment inoperable or obsolete. Violations of these rules and regulations can result in substantial fines and penalties, including potential limitations on operations or forfeitures of assets.

We are currently involved in a number of legal proceedings, and may from time to time be involved in government investigations and inquiries, related to the conduct of our business, the results of which could have a material adverse effect on our business, financial condition, or results of operation.

We are currently involved in a number of legal proceedings, and may from time to time be involved in government and regulatory investigations and inquiries, relating to matters that arise in connection with the conduct of our business (collectively, “Litigation”). We are also at risk when we have agreed to indemnify others for losses related to Litigation they face, such as in connection with the sale of a business or assets by us. It is inherently difficult to predict the outcome of Litigation matters, particularly when such matters are in their early stages or where the claimants seek indeterminate damages. We cannot state with certainty what the eventual outcome of the pending Litigation will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties related to each pending matter will be, if any. The actual results from resolving Litigation matters may involve substantially higher costs and expenses than the amounts reserved or amounts estimated to be reasonably possible, or judgments may be rendered, or fines or penalties assessed in matters for which we have no reserves or have not estimated reasonably possible losses. Adverse judgments, fines or penalties in one or more Litigation




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matters could have a material adverse effect on our business, financial condition, or results of operations.

We could be adversely affected by changes in tax laws and regulations or the interpretations of such laws and regulations

We are subject to the income tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in which we have business operations. These tax laws are complex and may be subject to different interpretations. We must make judgments and interpretations about the application of these inherently complex tax laws when determining our provision for income taxes, our deferred tax assets and liabilities, and our valuation allowance. Changes to the tax laws, administrative rulings or court decisions could increase our provision for income taxes and reduce our net income.

It is difficult to predict whether changes to the U.S. tax laws and regulations will occur within the next few years. Governments’ need for additional revenue makes it likely that there will be continued proposals to change tax rules in ways that could increase our effective tax rate. In addition, such changes could include a widening of the corporate tax base by including earnings from international operations. Such changes to the tax laws could have a material impact on our income tax expense and deferred tax balances.

Conversely, should the tax laws be amended to reduce our effective tax rate, the value of our remaining deferred tax asset would decline resulting in a charge to our net income during the period in which the amendment is enacted. In addition, the value assigned to our deferred tax assets is dependent upon our ability to generate future taxable income. If we are not able to do so at the rates currently projected, we may need to increase our valuation allowance for deferred tax assets with a corresponding charge recorded to net income.

These changes could affect our regulatory capital ratios as calculated in accordance with the Basel III Final Rule. The exact impact is dependent upon the effects an amendment has on our net deferred tax assets arising from net operating loss and tax credit carry-forwards, versus our net deferred tax assets related to temporary timing differences, as the former is a deduction from capital (the numerator to the ratios), while the latter is included in risk-weighted assets (the denominator). See “Regulation — Banking Supervision and Regulation — Capital Requirements” section of Item 1. Business Overview for further discussion regarding the impact of deferred tax assets on regulatory capital.

Our investments in certain tax-advantaged projects may not generate returns as anticipated and may have an adverse impact on our financial results.

We invest in certain tax-advantaged projects promoting affordable housing, community development and renewable energy resources. Our investments in these projects are designed to generate a return primarily through the realization of federal and state income tax credits, and other tax benefits, over specified time periods. We are subject to the risk that previously recorded tax credits, which remain subject to recapture by taxing authorities based on compliance features required to be met at the project level, will fail to meet certain government compliance requirements and will not be able to be realized. The risk of not being able to realize the tax credits and other tax benefits depends on many factors outside of our control, including changes in the applicable tax code and the ability of the projects to be completed. If we are unable to realize these tax credits and other tax benefits, it may have a material adverse effect on our financial results.

We previously originated and securitized and currently service reverse mortgages, which subjects us to additional risks and could have a material adverse effect on our business, liquidity, financial condition, and results of operations.

We previously originated and securitized and currently service reverse mortgages. The reverse mortgage business is subject to substantial risks, including market, credit, interest rate, liquidity, operational, reputational and legal risks. A reverse mortgage is a loan available to seniors aged 62 or older that allows homeowners to borrow money against the value of their home. Defaults on reverse mortgages leading to foreclosures may occur if borrowers fail to meet maintenance obligations, such as payment of taxes or home insurance premiums, or fail to meet requirements to occupy the premises. An increase in foreclosure rates may increase our cost of servicing. We may become subject to negative publicity if defaults on reverse mortgages lead to foreclosures or evictions of senior homeowners.

As a reverse mortgage servicer, we are responsible for funding any payments due to borrowers in a timely manner, remitting to credit owners interest accrued, paying for interest shortfalls, and funding advances such as taxes and home insurance premiums. During any period in which a borrower is not making required real estate tax and property insurance premium payments, we may be required under servicing agreements to advance our own funds to pay property taxes, insurance premiums, legal expenses and other protective advances. We also may be required to advance funds to maintain, repair and market real estate properties. In certain situations, our contractual obligations may require us to make certain advances for which we may not be reimbursed. In addition, if a mortgage loan serviced by us defaults or becomes delinquent, the repayment to us of the advance may be delayed until the mortgage loan is repaid or refinanced or liquidation occurs. A delay in collecting advances may adversely affect our liquidity, and a failure to be reimbursed for advances could adversely affect our business, financial condition or results of operations. Advances are typically recovered upon weekly or monthly reimbursement or from securitization in the market. We could receive requests for advances in excess of amounts we are able to fund, which could materially and adversely affect our liquidity. All of the above factors could have a material adverse effect on our business, liquidity, financial condition and results of operations.

Material changes to the laws, regulations, rules or practices applicable to reverse mortgage programs operated by the FHA, HUD or the government-sponsored enterprises, or a loss of our approved status under such programs, could adversely affect our reverse mortgage division.

The mortgage industry, including both forward mortgages and reverse mortgages, is largely dependent upon the FHA, HUD and government-sponsored enterprises, like the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”). There can be no guarantee that any or all of these entities will continue to

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participate in the mortgage industry, including forward mortgages and reverse mortgages, or that they will not make material changes to the laws, regulations, rules or practices applicable to the mortgage industry. For example, the FHA has issued regulations since January 1, 2013, governing its reverse mortgage program that impact initial mortgage insurance premiums and principal limit factors, impose restrictions on the amount of funds that senior borrowers may draw down at closing and during the first 12 months after closing, and will require a financial assessment for all borrowers to ensure that they have the capacity and willingness to meet their financial obligations and the terms of the reverse mortgage. In addition, the changes require borrowers to set aside a portion of the loan proceeds they receive at closing (or withhold a portion of monthly loan disbursements) for the payment of property taxes and homeowners insurance based on the results of the financial assessment. Similarly, the CFPB has issued new rules for mortgage origination and mortgage servicing. Both the origination and servicing rules create new private rights of action for consumers against lenders and servicers in the event of certain violations.

Additionally, two GSEs (Fannie Mae and Freddie Mac) are currently in conservatorship, with their primary regulator acting as a conservator. We cannot predict when or if the conservatorships will end or whether, as a result of legislative or regulatory action, there will be any associated changes to the structure of these GSEs or the housing finance industry more generally, including, but not limited to, changes to the structure of these GSEs or the housing finance industry more generally, including, but not limited to, changes to the relationship among these GSEs, the government and the private markets. The effects of any such reform on our business and financial results are uncertain.

Any material changes to the laws, regulations, rules or practices applicable to our residential mortgage business could have a material adverse effect on our overall business and our financial position, results of operations and cash flows.

If we are determined to be liable with respect to interest curtailment obligations related to reverse mortgages arising out of servicing errors, and we are required to record incremental charges for such amounts, there may be an adverse impact on our results of operations or financial condition.

We have acquired and securitized reverse mortgages for which we have retained the servicing rights. Certain of these mortgage loans are insured and guaranteed by the FHA, which is administered by HUD. FHA regulations provide that servicers must meet a series of event-specific timeframes during the default, foreclosure, conveyance, and mortgage insurance claim cycles. Failure to timely meet any processing deadline may stop the accrual of debenture interest otherwise payable in satisfaction of a claim under the FHA mortgage insurance contract and the servicer may be responsible to HUD for debenture interest that is not self-curtailed or for making the credit owner whole for any interest curtailed by HUD due to not meeting the required event-specific timeframes. The penalty HUD applies for failure to meet the foreclosure timeline is curtailment of interest from the date of failure (e.g. the date to take the first legal action in the foreclosure process is missed) to the claims settlement date, which might be months or years after the missed deadline.

As a servicer of reverse mortgage loans owned by the GSEs, the servicing guides provide that servicers may become liable for curtailed interest for certain delays in completing the foreclosure process with respect to defaulted loans in accordance with servicer guides. If we are required to record incremental charges for interest curtailment obligations, there may be a material adverse effect on our results of operations or financial condition.

Credit and Market Risks

We could be adversely affected by the actions and commercial soundness of other financial institutions.

CIT’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. CIT has exposure to many different industries and counterparties, and it routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual funds, private equity funds, and hedge funds, and other institutional clients. Defaults by, or even rumors or questions about, one or more financial institutions, or the financial services industry generally, could affect market liquidity and could lead to losses or defaults by us or by other institutions. Many of these transactions could expose CIT to credit risk in the event of default by its counterparty or client. In addition, CIT’s credit risk may be impacted if the collateral held by it cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to CIT. There is no assurance that any such losses would not adversely affect, possibly materially, CIT.

Our Commercial Aerospace business is concentrated by industry and our retail banking business is concentrated geographically, and any downturn in the aerospace industry or in the geographic area of our retail banking business may have a material adverse effect on our business.

Most of our business is diversified by customer, industry, and geography. However, although our Commercial Aerospace business, most of which is subject to a definitive sale agreement and classified as a discontinued operation, is diversified by customer and geography, it is concentrated in one industry. If there is a significant downturn in commercial air travel, it could have a material adverse effect on our business and results of operations.

Our retail banking business is primarily concentrated within our retail branch network, which is located in Southern California. Although our other businesses are national in scope, these other businesses also have a presence within the Southern California geographic market. Adverse conditions in the Southern California geographic market, such as inflation, unemployment, recession, natural disasters, or other factors beyond our control, could impact the ability of borrowers in Southern California to repay their loans, decrease the value of the collateral securing loans in Southern California, or affect the ability of our customers in Southern California to continue conducting business with us, any of which could have a material adverse effect on our business and results of operations.




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Our allowance for loan losses may prove inadequate.

The quality of our financing and leasing assets depends on the creditworthiness of our customers and their ability to fulfill their obligations to us. We maintain a consolidated allowance for loan losses on our financing and leasing assets to provide for loan defaults and non-performance. The amount of our allowance reflects management’s judgment of losses inherent in the portfolio. However, the economic environment is dynamic, and our portfolio credit quality could decline in the future.

Our allowance for loan losses may not keep pace with changes in the credit-worthiness of our customers or in collateral values. If the credit quality of our customer base declines, if the risk profile of a market, industry, or group of customers changes significantly, if we are unable to collect the full amount on accounts receivable taken as collateral, or if the value of equipment, real estate, or other collateral deteriorates significantly, our allowance for loan losses may prove inadequate, which could have a material adverse effect on our business, results of operations, and financial condition.

In addition to customer credit risk associated with loans and leases, we are exposed to other forms of credit risk, including counterparties to our derivative transactions, loan sales, syndications and equipment purchases. These counterparties include other financial institutions, manufacturers, and our customers. If our credit underwriting processes or credit risk judgments fail to adequately identify or assess such risks, or if the credit quality of our derivative counterparties, customers, manufacturers, or other parties with which we conduct business materially deteriorates, we may be exposed to credit risk related losses that may negatively impact our financial condition, results of operations or cash flows.

We may not be able to realize our entire investment in the equipment we lease to our customers.

Our financing and leasing assets include a significant portion of leased equipment, including but not limited to railcars and locomotives, technology and office equipment, and medical equipment, along with aircraft included in discontinued operations. The realization of equipment values (residual values) during the life and at the end of the term of a lease is an important element in the profitability of our leasing business. At the inception of each lease, we record a residual value for the leased equipment based on our estimate of the future value of the equipment at the end of the lease term or end of the equipment’s estimated useful life.

If the market value of leased equipment decreases at a rate greater than we projected, whether due to rapid technological or economic obsolescence, unusual wear and tear on the equipment, excessive use of the equipment, recession or other adverse economic conditions, or other factors, it could adversely affect the current values or the residual values of such equipment. For example, as the price of or demand for crude oil, coal, or other commodities goes up or down, it may affect the demand for railcars used to ship such commodities and the lease rates for such railcars, which could ultimately affect the residual values of such railcars.

Further, certain equipment residual values, including commercial aerospace residuals, are dependent on the manufacturers’ or vendors’ warranties, reputation, and other factors, including market liquidity. Residual values for certain equipment, including aerospace, rail, and medical equipment, may also be affected by changes in laws or regulations that mandate design changes or additional safety features. For example, new regulations issued by the PHMSA in the U.S. and TC in Canada in 2015, and supplemented by the FAST Act in the U.S., will require us to retrofit a significant portion of our tank cars over the next several years in order to continue leasing those tank cars for the transport of crude oil. In addition, we may not realize the full market value of equipment if we are required to sell it to meet liquidity needs or for other reasons outside of the ordinary course of business. Consequently, there can be no assurance that we will realize our estimated residual values for equipment.

The degree of residual realization risk varies by transaction type. Capital leases bear the least risk because contractual payments usually cover approximately 90% of the equipment’s cost at the inception of the lease. Operating leases have a higher degree of risk because a smaller percentage of the equipment’s value is covered by contractual cash flows over the term of the lease. A significant portion of our leasing portfolios are comprised of operating leases, which increase our residual realization risk.

Investment in and revenues from our foreign operations are subject to various risks and requirements associated with transacting business in foreign countries.

An economic recession or downturn, increased competition, or business disruption associated with the political or regulatory environments in the international markets in which we operate could adversely affect us.

In addition, our foreign operations generally conduct business in foreign currencies, which subject us to foreign currency exchange rate fluctuations. These exposures, if not effectively hedged could have a material adverse effect on our investment in international operations and the level of international revenues that we generate from international financing and leasing transactions. Reported results from our operations in foreign countries may fluctuate from period to period due to exchange rate movements in relation to the U.S. dollar.

Foreign countries have various compliance requirements for financial statement audits and tax filings, which are required in order to obtain and maintain licenses to transact business and may be different in some respects from GAAP in the U.S. or the tax laws and regulations of the U.S. If we are unable to properly complete and file our statutory audit reports or tax filings, regulators or tax authorities in the applicable jurisdiction may restrict our ability to do business.

Furthermore, our international operations could expose us to trade and economic sanctions or other restrictions imposed by the United States or other governments or organizations. The U.S. Department of Justice (“DOJ”) and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of trade sanction laws, the Foreign Corrupt Practices Act (“FCPA”) and other federal statutes. Under trade sanction laws, the government may seek to impose modifications to business practices, including cessation of business activities with sanctioned parties or in sanctioned countries, and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. If any

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of the risks described above materialize, it could adversely impact our operating results and financial condition.

These laws also prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. We have operations, deal with government entities and have contracts in countries known to experience corruption. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants, sales agents, or associates that could be in violation of various laws, including the FCPA, even though these parties are not always subject to our control. Our employees, consultants, sales agents, or associates may engage in conduct for which we may be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results, and financial condition.

We may be adversely affected by significant changes in interest rates.

We rely on borrowed money from deposits, secured debt, and unsecured debt to fund our business. We derive the bulk of our income from net finance revenue, which is the difference between interest and rental income on our financing and leasing assets and interest expense on deposits and other borrowings, depreciation on our operating lease equipment and maintenance and other operating lease expenses. Prevailing economic conditions, the trade, fiscal, and monetary policies of the federal government and the policies of various regulatory agencies all affect market rates of interest and the availability and cost of credit, which in turn significantly affects our net finance revenue. Volatility in interest rates can also result in disintermediation, which is the flow of funds away from financial institutions into direct investments, such as federal government and corporate securities and other investment vehicles, which, because of the absence of federal insurance premiums and reserve requirements, generally pay higher rates of return than financial institutions.

Although interest rates are currently lower than usual, any significant decrease in market interest rates may result in a change in net interest margin and net finance revenue. A substantial portion of our loans and other financing products, and a portion of our deposits and other borrowings, bear interest at floating interest rates. If interest rates increase, monthly interest obligations owed by our customers to us will also increase, as will our own interest expense. Demand for our loans or other financing products may decrease as interest rates rise or if interest rates are expected to rise in the future. In addition, if prevailing interest rates increase, some of our customers may not be able to make the increased interest payments or refinance their balloon and bullet payment transactions, resulting in payment defaults and loan impairments. Conversely, if interest rates remain low, our interest expense may decrease, but our customers may refinance the loans they have with us at lower interest rates, or with others, leading to lower revenues. As interest rates rise and fall over time, any significant change in market rates may result in a decrease in net finance revenue, particularly if the interest rates we pay on our deposits and other borrowings and the interest rates we charge our customers do not change in unison, which may have a material adverse effect on our business, operating results, and financial condition.

Changes in interest rates can reduce the value of our mortgage servicing rights and mortgages held for sale, and can make our mortgage banking revenue volatile from quarter to quarter, which can reduce our earnings.

We have a portfolio of mortgage servicing rights (“MSRs”), which is the right to service a mortgage loan — collect principal, interest and escrow amounts — for a fee, which we retained after selling or securitizing mortgage loans that we originated or purchased. We initially carry our MSRs at fair value, measured by the present value of the estimated future net servicing income, which includes assumptions about the likelihood of prepayment by borrowers. Changes in interest rates can affect the prepayment assumptions and thus fair value. As interest rates fall, borrowers are usually more likely to prepay their mortgages by refinancing at a lower rate. As the likelihood of prepayment increases, the fair value of MSRs can decrease. Each quarter we evaluate the fair value of our MSRs, and decreases in fair value below amortized cost will reduce earnings in the period in which the decrease occurs. Even if interest rates fall or remain low, mortgage originations may also fall or increase only modestly due to economic conditions or a weak or deteriorating housing market, which may not be enough to offset the decrease in the MSRs’ value caused by lower rates.

We may be adversely affected by deterioration in economic conditions that is general in scope or affects specific industries, products or geographic areas.

Given the high percentage of our financing and leasing assets represented directly or indirectly by loans and leases, and the importance of lending and leasing to our overall business, weak economic conditions are likely to have a negative impact on our business and results of operations. Prolonged economic weakness or other adverse economic or financial developments in the U.S. or global economies in general, or affecting specific industries, geographic locations and/or products, would likely adversely impact credit quality as borrowers may fail to meet their debt payment obligations, particularly customers with highly leveraged loans. Adverse economic conditions have in the past and could in the future result in declines in collateral values, which also decreases our ability to fund against collateral. This would result in higher levels of nonperforming loans, net charge-offs, provision for credit losses, and valuation adjustments on loans held for sale. The value to us of other assets such as investment securities, most of which are debt securities or other financial instruments supported by loans, similarly would be negatively impacted by widespread decreases in credit quality resulting from a weakening of the economy. Accordingly, higher credit and collateral related losses and decreases in the value of financial instruments could impact our financial position or operating results.

Aside from a general economic downturn, a downturn in certain industries may result in reduced demand for products that we finance in that industry or negatively impact collection and asset recovery efforts. Decreased demand for the products of various manufacturing customers due to recession may adversely affect their ability to repay their loans and leases with us. Similarly, a decrease in the level of airline passenger traffic or a decline in railroad shipping volumes may adversely affect our aerospace and rail businesses, the value of our aircraft and rail assets, and the ability of our lessees to make lease payments. Further, a




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decrease in prices or reduced demand for certain raw materials or bulk products, such as oil, coal, or steel, may result in a significant decrease in gross revenues and profits of our borrowers and lessees or a decrease in demand for certain types of equipment for the production, processing and transport of such raw materials or bulk products, including certain specialized railcars, which may adversely affect the ability of our customers to make payments on their loans and leases and the value of our rail assets and other leased equipment.

We are also affected by the economic and other policies adopted by various governmental authorities in the U.S. and other jurisdictions in reaction to economic conditions. Changes in monetary policies of the FRB and non-U.S. central banking authorities directly impact our cost of funds for lending, capital raising, and investment activities, and may impact the value of financial instruments we hold. In addition, such changes may affect the credit quality of our customers. Changes in domestic and international monetary policies are beyond our control and difficult to predict.

Operational Risks

Revenue growth from new business initiatives and expense reductions from efficiency improvements may not be achieved.

As part of its ongoing business, CIT from time to time enters into new business initiatives. In addition, CIT from time to time has targeted certain expense reductions in its business. The new business initiatives may not be successful in increasing revenue, whether due to significant levels of competition, lack of demand for services, lack of name recognition or a record of prior performance, or otherwise, or may require higher expenditures than anticipated to generate new business volume. The expense initiatives may not reduce expenses as much as anticipated, whether due to delays in implementation, higher than expected or unanticipated costs of implementation, increased costs for new regulatory obligations, or for other reasons. If CIT is unable to achieve the anticipated revenue growth from its new business initiatives or the projected expense reductions from efficiency improvements, its results of operations and profitability may be adversely affected.

If we fail to maintain adequate internal control over financial reporting, it could result in a material misstatement of the Company’s annual or interim financial statements.

Management of CIT is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. If we identify material weaknesses or other deficiencies in our internal controls, or if material weaknesses or other deficiencies exist that we fail to identify, our risk will be increased that a material misstatement to our annual or interim financial statements will not be prevented or detected on a timely basis. Any such potential material misstatement, if not prevented or detected, could require us to restate previously released financial statements and could otherwise have a material adverse effect on our business, results of operations, and financial condition. As of December 31, 2016, CIT has two material weaknesses outstanding in our internal controls related to information technology and in the Financial Freedom reverse mortgage servicing business related to the Home Equity Conversion Mortgages interest curtailment reserve. See Item 9A. Controls and Procedures.

Changes in accounting standards or interpretations could materially impact our reported earnings and financial condition.

The Financial Accounting Standards Board, the SEC and other regulatory agencies periodically change the financial accounting and reporting standards that govern the preparation of CIT’s consolidated financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, potentially resulting in changes to previously reported financial results, or a cumulative charge to retained earnings.

If the models that we use in our business are poorly designed, our business or results of operations may be adversely affected.

We rely on quantitative models to measure risks and to estimate certain financial values. Models may be used in such processes as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy, and calculating regulatory capital levels, as well as to estimate the value of financial instruments and balance sheet items. Poorly designed or implemented models present the risk that our business decisions based on information incorporating models will be adversely affected due to the inadequacy of that information. Also, information we provide to the public or to our regulators based on poorly designed or implemented models could be inaccurate or misleading. Some of the decisions that our regulators make, including those related to capital distributions to our shareholders, could be affected adversely if their perception is that the quality of the models used to generate the relevant information is insufficient.

It could adversely affect our business if we fail to retain and/or attract skilled employees.

Our business and results of operations will depend in part upon our ability to retain and attract highly skilled and qualified executive officers and management, financial, compliance, technical, marketing, sales, and support employees. Competition for qualified executive officers and employees can be challenging, and CIT cannot ensure success in attracting or retaining such individuals. This competition can lead to increased expenses in many areas. If we fail to attract and retain qualified executive officers and employees, it could materially adversely affect our ability to compete and it could have a material adverse effect on our ability to successfully operate our business or to meet our operations, risk management, compliance, regulatory, funding and financial reporting requirements.

In the second quarter of 2016, the FRB, other federal banking agencies and the SEC jointly published proposed rules designed to implement provisions of the Dodd-Frank Act prohibiting incentive compensation arrangements that would encourage inappropriate risk taking at covered financial institutions, which include a bank or BHC with $1 billion or more of assets, such as CIT and CIT Bank. Although the proposed rules include more

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stringent requirements, particularly for larger institutions, it cannot be determined at this time whether or when a final rule will be adopted. Compliance with such a final rule may substantially affect the manner in which we structure compensation for our executives and other employees. Depending on the nature and application of the final rules, we may not be able to successfully compete with certain financial institutions and other companies that are not subject to some or all of the rules to retain and attract executives and other high performing employees. If this were to occur, our business, financial condition and results of operations would be adversely affected.

We and our subsidiaries are party to various financing arrangements, commercial contracts and other arrangements that under certain circumstances give, or in some cases may give, the counterparty the ability to exercise rights and remedies under such arrangements which, if exercised, may have material adverse consequences.

We and our subsidiaries are party to various financing arrangements, commercial contracts and other arrangements, such as securitization transactions, derivatives transactions, funding facilities, and agreements to purchase or sell loans, leases or other assets, that give, or in some cases may give, the counterparty the ability to exercise rights and remedies upon the occurrence of certain events. Such events may include a material adverse effect or material adverse change (or similar event), a breach of representations or warranties, a failure to disclose material information, a breach of covenants, certain insolvency events, a default under certain specified other obligations, or a failure to comply with certain financial covenants. The counterparty could have the ability, depending on the arrangement, to, among other things, require early repayment of amounts owed by us or our subsidiaries and in some cases payment of penalty amounts, or require the repurchase of assets previously sold to the counterparty. Additionally, a default under financing arrangements or derivatives transactions that exceed a certain size threshold in the aggregate may also cause a cross-default under instruments governing our other financing arrangements or derivatives transactions. If the ability of any counterparty to exercise such rights and remedies is triggered and we are unsuccessful in avoiding or minimizing the adverse consequences discussed above, such consequences could have a material adverse effect on our business, results of operations, and financial condition.

We may be exposed to risk of environmental liability or claims for negligence, property damage, or personal injury when we take title to properties or lease certain equipment.

In the course of our business, we may foreclose on and take title to real estate that contains or was used in the manufacture or processing of hazardous materials, or that is subject to other hazardous risks. In addition, we may lease equipment to our customers that is used to mine, develop, process, or transport hazardous materials. As a result, we could be subject to environmental liabilities or claims for negligence, property damage, or personal injury with respect to these properties or equipment. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation, and clean-up costs incurred by these parties in connection with environmental contamination, accidents or other hazardous risks, or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site or equipment involved in a hazardous incident, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination, property damage, personal injury or other hazardous risks emanating from the property or related to the equipment. If we become subject to significant environmental liabilities or claims for negligence, property damage, or personal injury, our financial condition and results of operations could be adversely affected.

We rely on our systems, employees, and certain third party vendors and service providers in conducting our operations, and certain failures, including internal or external fraud, operational errors, systems malfunctions, disasters, or terrorist activities, could materially adversely affect our operations.

We are exposed to many types of operational risk, including the risk of fraud by employees and outsiders, clerical and recordkeeping errors, and computer or telecommunications systems malfunctions. Our businesses depend on our ability to process a large number of increasingly complex transactions. If any of our operational, accounting, or other data processing systems fail or have other significant shortcomings, we could be materially adversely affected. We are similarly dependent on our employees. We could be materially adversely affected if one of our employees causes a significant operational break-down or failure, either as a result of human error or intentional sabotage or fraudulent manipulation of our operations or systems. Third parties with which we do business, including vendors that provide internet access, portfolio servicing, deposit products, or security solutions for our operations, could also be sources of operational and information security risk to us, including from breakdowns, failures, or capacity constraints of their own systems or employees. Any of these occurrences could diminish our ability to operate one or more of our businesses, or cause financial loss, potential liability to clients, inability to secure insurance, reputational damage, or regulatory intervention, which could have a material adverse effect on our business.

We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, electrical or telecommunications outages, natural or man-made disasters, such as fires, earthquakes, hurricanes, floods, or tornados, disease pandemics, or events arising from local or regional politics, including terrorist acts or international hostilities. Such disruptions may give rise to losses in service to clients and loss or liability to us. In addition, there is the risk that our controls and procedures as well as business continuity and data security systems prove to be inadequate. The computer systems and network systems we and others use could be vulnerable to unforeseen problems. These problems may arise in both our internally developed systems and the systems of third-party hardware, software, and service providers. In addition, our computer systems and network infrastructure present security risks, and could be susceptible to hacking, computer viruses, or identity theft. Any such failure could affect our operations and could materially adversely affect our results of operations by requiring us to expend significant resources to correct the defect, as well as by exposing us to litigation or losses not covered by insurance. The adverse impact of disasters,




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CIT ANNUAL REPORT 2016    33



terrorist activities, or international hostilities also could be increased to the extent that there is a lack of preparedness on the part of national or regional emergency responders or on the part of other organizations and businesses that we deal with, particularly those that we depend upon but have no control over.

We continually encounter technological change, and if we are unable to implement new or upgraded technology when required, it may have a material adverse effect on our business.

The financial services industry is continually undergoing rapid technological change with frequent introduction of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our continued success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that satisfy customer demands and create efficiencies in our operations. If we are unable to effectively implement new technology-driven products and services that allow us to remain competitive or be successful in marketing these products and services to our customers, or if we implement technology that is susceptible to information security breaches or cyber security attacks, it may have a material adverse effect on our business.

We could be adversely affected by information security breaches or cyber security attacks.

Information security risks for large financial institutions such as CIT have generally increased in recent years, in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties, some of which may be linked to terrorist organizations or hostile foreign governments. Our operations rely on the secure processing, transmission and storage of confidential information in our computer systems and networks. Our businesses rely on our digital technologies, computer and email systems, software, and networks to conduct their operations. Our technologies, systems, networks, and our customers’ devices may become the target of cyber attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of CIT’s or our customers’ confidential, proprietary and other information, including personally identifiable information of our customers and employees, or otherwise disrupt CIT’s or its customers’ or other third parties’ business operations.

In recent years, there have been several well-publicized attacks on retailers, financial services companies, social media companies, and personal, proprietary, and public e-mail systems in which the perpetrators gained unauthorized access to confidential information and customer data, often through the introduction of computer viruses or malware, cyber attacks, phishing, or other means. There have also been a series of denial of service attacks on large financial services companies. In a denial of service attack, hackers flood commercial websites with extraordinarily high volumes of traffic, with the goal of disrupting the ability of commercial enterprises to process transactions and possibly making their websites unavailable to customers for extended periods of time. Even if not directed at CIT specifically, attacks on other entities with whom we do business or on whom we otherwise rely or attacks on financial or other institutions important to the overall functioning of the financial system could adversely affect, directly or indirectly, aspects of our business.

Since January 1, 2014, we have not experienced any material information security breaches involving either proprietary or customer information. However, if we experience cyber attacks or other information security breaches in the future, either the Company or its customers may suffer material losses. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the prominent size and scale of CIT and its role in the financial services industry, our plans to continue to implement our online banking channel strategies and develop additional remote connectivity solutions to serve our customers when and how they want to be served, our geographic footprint and international presence, the outsourcing of some of our business operations, and the continued uncertain global economic environment. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber attacks or security breaches of the networks, systems or devices that our customers use to access our products and services could result in customer attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.

Item 1A.  Risk Factors



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34    CIT ANNUAL REPORT 2016



Item 1B. Unresolved Staff Comments

There are no unresolved SEC staff comments.


Item 2. Properties

CIT primarily operates in North America, with additional locations in Europe, and Asia. CIT occupies approximately 1.9 million square feet of space, which includes office space and branch network, the majority of which is leased.


Item 3. Legal Proceedings

CIT is currently involved, and from time to time in the future may be involved, in a number of judicial, regulatory, and arbitration proceedings relating to matters that arise in connection with the conduct of its business (collectively, “Litigation”), certain of which Litigation matters are described in Note 22 — Contingencies of Item 8. Financial Statements and Supplementary Data. In view of the inherent difficulty of predicting the outcome of Litigation matters, particularly when such matters are in their early stages or where the claimants seek indeterminate damages, CIT cannot state with confidence what the eventual outcome of the pending Litigation will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties related to each pending matter may be, if any. In accordance with applicable accounting guidance, CIT establishes reserves for Litigation when those matters present loss contingencies as to which it is both probable that a loss will occur and the amount of such loss can be reasonably estimated. Based on currently available information, CIT believes that the results of Litigation that is currently pending, taken together, will not have a material adverse effect on the Company’s financial condition, but may be material to the Company’s operating results or cash flows for any particular period, depending in part on its operating results for that period. The actual results of resolving such matters may be substantially higher than the amounts reserved.

For more information about pending legal proceedings, including an estimate of certain reasonably possible losses in excess of reserved amounts, see Note 22 — Contingencies of Item 8. Financial Statements and Supplementary Data.


Item 4. Mine Safety Disclosures

Not applicable.




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CIT ANNUAL REPORT 2016    35

Part Two


Item 5.  
  Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information — CIT’s common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “CIT.”

The following tables set forth the high and low reported closing prices for CIT’s common stock.

        2016
    2015

   
Common Stock         High
    Low
    High
    Low
First Quarter
              $ 39.70          $ 25.65          $ 47.83          $ 43.34   
Second Quarter
              $ 34.57          $ 28.45          $ 48.07          $ 44.62   
Third Quarter
              $ 36.88          $ 30.66          $ 48.51          $ 39.61   
Fourth Quarter
              $ 43.85          $ 35.25          $ 46.14          $ 39.70   

Holders of Common Stock — As of February 13, 2017, there were 45,971 beneficial holders of common stock.

Dividends — We declared the following dividends in 2016 and 2015:

        Per Share Dividend
   
Declaration Date         2016
    2015
January
              $ 0.15          $ 0.15   
April
              $ 0.15          $ 0.15   
July
              $ 0.15          $ 0.15   
October
              $ 0.15          $ 0.15   

On January 18, 2017, the Board of Directors declared a quarterly cash dividend of $0.15 per share payable on February 24, 2017 to shareholders of record on February 10, 2017.

Shareholder Return — The following graph shows the annual cumulative total shareholder return for common stock during the period from December 31, 2011 to December 31, 2016. The chart also shows the cumulative returns of the S&P 500 Index and S&P Banks Index for the same period. The comparison assumes $100 was invested on December 31, 2011. Each of the indices shown assumes that all dividends paid were reinvested.

CIT STOCK PERFORMANCE DATA


Item 5.  Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities



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36    CIT ANNUAL REPORT 2016

Securities Authorized for Issuance Under Equity Compensation Plans — There were two equity compensation plans in effect during 2016. The Amended and Restated CIT Group Inc. Long-Term Incentive Plan was approved by the Bankruptcy Court in 2009 and did not require shareholder approval. The CIT Group Inc. 2016 Omnibus Incentive Plan was approved by shareholders in 2016. Equity awards associated with these plans are presented in the following table.

        Number of Securities
to be Issued
Upon Exercise of
Outstanding Options
    Weighted-Average
Exercise Price of
Outstanding Options
    Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
Equity compensation plans approved by shareholders and the Court
           
7,268
   
$33.80
   
6,284,699*

*  
  Excludes the number of securities to be issued upon exercise of outstanding options and 3,286,786 shares underlying outstanding awards granted to employees and/or directors that are unvested and/or unsettled.

During 2016, we had no equity compensation plans that were not approved by shareholders or the Court. For further information on our equity compensation plans, including the weighted average exercise price, see Item 8. Financial Statements and Supplementary Data, Note 20 — Retirement, Postretirement and Other Benefit Plans.

Issuer Purchases of Equity Securities — There were no authorized share repurchase programs in effect during 2016. In April 2015, the Board authorized a $200 million share repurchase program. In January and April 2014, the Board of Directors approved the repurchase of up to $307 million and $300 million, respectively, of common stock through December 31, 2014. On July 22, 2014, the Board of Directors approved an additional repurchase of up to $500 million of common stock through June 30, 2015. All of these approved purchases were completed. Management determined the timing and amount of shares repurchased under the share repurchase authorizations based on market conditions and other considerations. The repurchases were effected via open market purchases and through plans designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The repurchased common stock is held as treasury shares and may be used for the issuance of shares under CIT’s employee stock plans.

We received a non-objection letter from the Federal Reserve Bank of New York to return up to $3.3 billion of capital to shareholders that would occur in conjunction with the Commercial Air separation.* The Company’s management and the Board will determine the timing and amount of any share repurchases and special dividends that may be authorized based on market conditions and other considerations. Any share repurchases may be effected in the open market, through derivative, accelerated share repurchase, and other negotiated transactions, and through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

Unregistered Sales of Equity Securities — There were no sales of common stock during 2016 and 2014. During the third quarter of 2015, the Company issued 30.9 million shares of unregistered common stock held in treasury, mostly repurchased through share buyback plans, as a component of the purchase price paid for the acquisition of OneWest Bank. In addition, there were issuances of common stock under equity compensation plans and an employee stock purchase plan, both of which are subject to registration statements.

*  
  Amended capital plan approval authorizes CIT to return $2.975 billion of common equity from the net proceeds of the Commercial Air sale; additional $0.325 billion contingent upon the issuance of a similar amount of Tier 1 qualifying preferred stock.





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CIT ANNUAL REPORT 2016    37



Item 6. Selected Financial Data

The following table sets forth selected consolidated financial information regarding our results of operations, balance sheets and certain ratios.

The data presented below is explained further in, and should be read in conjunction with, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures about Market Risk and Item 8. Financial Statements and Supplementary Data.

Select Data (dollars in millions, except per share data)

        At or for the Years Ended December 31,

   
        2016
    2015
    2014
    2013
    2012
Select Statement of Operations Data
Net interest revenue
              $ 1,158.3          $ 713.8          $ 440.5          $ 439.2          $ (464.5 )  
Provision for credit losses
                 (194.7 )            (158.6 )            (104.4 )            (75.3 )            (41.7 )  
Total non-interest income
                 1,182.2             1,167.7             1,213.5             1,183.0             1,407.7   
Total non-interest expenses
                 2,124.9             1,536.9             1,305.1             1,252.2             1,208.7   
(Loss) income from continuing operations
                 (182.6 )            724.1             675.7             238.4             (388.8 )  
Net (loss) income
                 (848.0 )            1,034.1             1,119.1             675.7             (592.3 )  
Per Common Share Data
                                                                                      
Diluted (loss) income per common share — continuing operations
              $ (0.90 )         $ 3.89          $ 3.57          $ 1.18          $ (1.94 )  
Diluted (loss) income per common share
              $ (4.20 )         $ 5.55          $ 5.91          $ 3.35          $ (2.95 )  
Book value per common share
              $ 49.50          $ 54.45          $ 50.07          $ 44.78          $ 41.49   
Tangible book value per common share
              $ 45.41          $ 48.33          $ 47.59          $ 43.56          $ 40.22   
Dividends declared per common share
              $ 0.60          $ 0.60          $ 0.50          $ 0.10          $    
Dividend payout ratio
                 NM              10.8 %            8.5 %            3.0 %               
Performance Ratios
Pre-tax return from continuing operations on average tangible common stockholders’ equity
                 0.2 %            1.9 %            2.8 %            3.4 %            (3.6 )%  
Return (continuing operations) on average common stockholders’ equity
                 (1.6 )%            7.5 %            7.7 %            2.8 %            (4.6 )%  
Net finance revenue as a percentage of average earning assets
                 3.60 %            3.47 %            3.30 %            3.37 %            0.11 %  
Return on average earning assets
                 (1.78 )%            2.72 %            3.74 %            2.41 %            (2.31 )%  
Return on average continuing operations total assets
                 (0.34 )%            1.68 %            2.01 %            0.78 %            (1.39 )%  
Balance Sheet Data
Loans including receivables pledged
              $ 29,535.9          $ 30,518.7          $ 18,260.6          $ 17,745.3          $ 16,304.5   
Allowance for loan losses
                 (432.6 )            (347.0 )            (334.2 )            (339.1 )            (353.0 )  
Operating lease equipment, net
                 7,486.1             6,851.7             5,980.9             4,765.7             4,304.2   
Goodwill
                 685.4             1,063.2             432.3             233.7             245.0   
Total cash and deposits
                 6,430.6             7,652.4             6,155.2             5,369.0             6,139.7   
Investment securities
                 4,491.1             2,953.7             1,550.3             2,630.2             1,065.5   
Assets of discontinued operation
                 13,220.7             13,059.6             12,493.7             14,742.1             14,625.6   
Total assets
                 64,170.2             67,391.9             47,755.5             46,996.8             43,860.1   
Deposits
                 32,304.3             32,761.4             15,838.7             12,523.3             9,681.5   
Borrowings
                 14,935.5             16,350.3             15,969.7             16,036.5             15,683.5   
Liabilities of discontinued operation
                 3,737.7             4,302.0             3,818.1             6,993.7             7,540.3   
Total common stockholders’ equity
                 10,002.7             10,944.7             9,057.9             8,838.8             8,334.8   
Credit Quality
                                                                                      
Non-accrual loans as a percentage of finance receivables
                 0.94 %            0.83 %            0.88 %            1.28 %            1.83 %  
Net charge-offs as a percentage of average finance receivables
                 0.37 %            0.58 %            0.55 %            0.47 %            0.48 %  
Allowance for loan losses as a percentage of finance receivables
                 1.46 %            1.14 %            1.83 %            1.91 %            2.17 %  
Capital Ratios
                                                                                      
Total ending equity to total ending assets
                 15.6 %            16.2 %            19.0 %            18.8 %            19.0 %  
Common Equity Tier 1 Capital Ratio (fully phased-in)
                 13.8 %            12.6 %                                         
Tier 1 Capital Ratio (fully phased-in)
                 13.8 %            12.6 %            14.5 %            16.7 %            16.2 %  
Total Capital Ratio (fully phased-in)
                 14.6 %            13.2 %            15.1 %            17.4 %            17.0 %  

NM — Not meaningful due to the net loss.

Item 6:  Selected Financial Data



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38    CIT ANNUAL REPORT 2016


The following revenues and expenses are reflective of continuing operations. See footnote “(5)” below the table for note on average borrowings balance and the related expense and rate.

Average Balances(1) and Associated Income and Expense for the year ended: (dollars in millions)

        December 31, 2016

    December 31, 2015

    December 31, 2014

   
        Average
Balance

    Revenue /
Expense(6)
    Average
Rate (%)

    Average
Balance

    Revenue /
Expense(6)

    Average
Rate (%)

    Average
Balance

    Revenue /
Expense(6)

    Average
Rate (%)

Interest bearing deposits
              $ 6,450.6          $ 33.1             0.51 %         $ 5,486.6          $ 17.1             0.31 %         $ 4,652.5          $ 17.7             0.38 %  
Securities purchased under agreements to resell
                                                        411.5             2.3             0.56 %            242.3             1.2             0.50 %  
Investment securities
                 3,384.0             98.8             2.92 %            2,239.3             51.8             2.31 %            1,667.6             16.6             1.00 %  
Loans (including held for sale)(2)(3)
                                                                                                                                                       
U.S.(2)
                 30,482.5             1,708.8             5.85 %            22,810.3             1,189.2             5.58 %            15,726.3             834.2             5.81 %  
Non-U.S.
                 1,037.1             95.0             9.16 %            2,016.2             185.3             9.19 %            3,269.0             285.9             8.75 %  
Total loans(2)
                 31,519.6             1,803.8             5.97 %            24,826.5             1,374.5             5.89 %            18,995.3             1,120.1             6.35 %  
Total interest earning assets / interest income(2)(3)
                 41,354.2             1,935.7             4.83 %            32,963.9             1,445.7             4.59 %            25,557.7             1,155.6             4.78 %  
Operating lease equipment, net
(including held for sale)(4)
U.S.(4)
                 5,855.4             447.1             7.64 %            5,178.9             491.2             9.48 %            4,846.8             454.9             9.39 %  
Non-U.S.(4)
                 1,367.4             109.8             8.03 %            1,180.7             112.6             9.54 %            923.1             93.2             10.10 %  
Total operating lease equipment, net(4)
                 7,222.8             556.9             7.71 %            6,359.6             603.8             9.49 %            5,769.9             548.1             9.50 %  
Indemnification assets
                 373.8             (24.2 )            (6.47 )%            188.6             (0.5 )            (0.27 )%                                         
Total earning assets(2)
                 48,950.8          $ 2,468.4             5.18 %            39,512.1          $ 2,049.0             5.39 %            31,327.6          $ 1,703.7             5.69 %  
Non interest earning assets
Cash due from banks
                 882.1                                           967.6                                           836.5                                   
Allowance for loan losses
                 (390.8 )                                          (333.0 )                                          (334.9 )                                
All other non-interest earning assets
                 4,048.3                                           2,958.3                                           1,719.0                                   
Assets of discontinued operation
                 13,021.2                                           12,333.1                                           12,854.9                                 
Total Average Assets
              $ 66,511.6                                        $ 55,438.1                                        $ 46,403.1                                   
Average Liabilities
Borrowings
                                                                                                                                                       
Deposits
              $ 31,545.1          $ 394.8             1.25 %         $ 22,762.7          $ 330.1             1.45 %         $ 13,890.9          $ 231.0             1.66 %  
Borrowings(5)
                 15,493.6             358.4             2.31 %            15,519.1             401.3             2.59 %            15,977.0             484.1             3.03 %  
Total interest-bearing liabilities
                 47,038.7             753.2             1.60 %            38,281.8             731.4             1.91 %            29,867.9             715.1             2.39 %  
Non-interest bearing deposits
                 1,177.5                                           503.6                                           56.9                                   
Credit balances of factoring clients
                 1,286.6                                           1,492.4                                           1,368.5                                 
Other non-interest bearing liabilities
                 1,689.2                                           1,541.0                                           1,321.9                                   
Liabilities of discontinued operation
                 4,236.5                                           3,975.6                                           4,950.4                                 
Noncontrolling interests
                 0.5                                           (0.9 )                                          7.0                                   
Stockholders’ equity
                 11,082.6                                           9,644.6                                           8,830.5                                 
Total Average Liabilities and Stockholders’ Equity
              $ 66,511.6                                        $ 55,438.1                                        $ 46,403.1                                   
Net revenue spread
                                               3.58 %                                          3.48 %                                          3.30 %  
Impact of non-interest bearing sources
                                               0.02 %                                          (0.01 )%                                             
Net revenue / yield on earning assets(2)
                             $ 1,715.2             3.60 %                        $ 1,317.6             3.47 %                        $ 988.6             3.30 %  

(1)  
  The average balances presented are derived based on month end balances during the year. Tax exempt income was not significant in any of the years presented. Average rates are impacted by PAA and FSA accretion and amortization.

(2)  
  The rate presented is calculated net of average credit balances for factoring clients.

(3)  
  Non-accrual loans and related income are included in the respective categories.

(4)  
  Operating lease rental income is a significant source of revenue; therefore, we have presented the rental revenues net of depreciation and net of Maintenance and other operating lease expenses.

(5)  
  The interest expense presented pertains only to continuing operations and reflects the allocation of interest expense to discontinued operations. The average rate for borrowings before the allocation of interest expense to discontinued operations was 4.15% for 2016, 4.31% for 2015 and 5.53% for 2014.

(6)  
  Interest and expense and average rates include PAA and FSA accretion, including amounts accelerated due to redemptions or extinguishments, and accelerated original issue discount on debt extinguishment related to the TRS Transactions.





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CIT ANNUAL REPORT 2016    39


The table below disaggregates CIT’s year-over-year changes (2016 versus 2015 and 2015 versus 2014) in net interest revenue and operating lease margins as presented in the preceding tables between volume (level of lending or borrowing) and rate (rates charged customers or incurred on borrowings). Volume change is calculated as change in volume times the previous rate, while rate change is change in rate times the previous volume. The rate/volume change, change in rate times change in volume, is allocated between volume change and rate change at the ratio each component bears to the absolute value of their total. See “Net Finance Revenue” section for further discussion.

Changes in Net Finance Revenue (dollars in millions)

        2016 Compared to 2015

    2015 Compared to 2014
   
        Increase (decrease)
due to change in:

        Increase (decrease)
due to change in:

   
        Volume
    Rate
    Net
    Volume
    Rate
    Net
Interest Income
Loans (including held for sale and net of credit balances of factoring clients)
              $ 368.8          $ 60.5          $ 429.3          $ 275.0          $ (20.6 )         $ 254.4   
Interest bearing deposits
                 3.4             12.6             16.0             2.9             (3.5 )            (0.6 )  
Securities purchased under
agreements to resell
                 (1.1 )            (1.2 )            (2.3 )            0.9             0.2             1.1   
Investments
                 31.1             15.9             47.0             7.2             28.0             35.2   
Interest income
                 402.2             87.8             490.0             286.0             4.1             290.1   
Operating lease equipment, net (including held for sale)(1)
                 75.5             (122.4 )            (46.9 )            56.0             (0.3 )            55.7   
Indemnification assets
                 (1.0 )            (22.7 )            (23.7 )            (0.5 )                         (0.5 )  
Interest Expense
Interest on deposits
                 114.5             (49.8 )            64.7             131.8             (32.7 )            99.1   
Borrowings
                 (0.7 )            (42.2 )            (42.9 )            (13.5 )            (69.3 )            (82.8 )  
Interest expense
                 113.8             (92.0 )            21.8             118.3             (102.0 )            16.3   
Net finance revenue
              $ 362.9          $ 34.7          $ 397.6          $ 223.2          $ 105.8          $ 329.0   
Loans U.S. and Non-U.S. (including held for sale and net of credit balances
of factoring clients):
                                                                                                      
U.S.
              $ 458.5          $ 61.1          $ 519.6          $ 389.5          $ (34.5 )         $ 355.0   
Non-U.S.
                 (89.7 )            (0.6 )            (90.3 )            (114.5 )            13.9             (100.6 )  
 
(1)  
  Operating lease rental income is a significant source of revenue; therefore, we have presented the net revenues.


Item 6:  Selected Financial Data



Table of Contents

40    CIT ANNUAL REPORT 2016



Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

BACKGROUND

CIT Group Inc., together with its subsidiaries (collectively “we”, “our”, “CIT” or the “Company”), has provided financial solutions to its clients since its formation in 1908. We provide financing, leasing and advisory services principally to middle market companies in a wide variety of industries primarily in North America, and equipment financing and leasing solutions to the transportation industry. We had $46.8 billion of earning assets from continuing operations at December 31, 2016. CIT is a bank holding company (“BHC”) and a financial holding company (“FHC”). CIT provides a full range of banking and related services to commercial and individual customers through its bank subsidiary, CIT Bank, N.A., which includes 70 branches located in southern California, and its online bank, bankoncit.com, and through other offices in the U.S. and select international locations.

CIT is regulated by the Board of Governors of the Federal Reserve System (“FRB”) and the Federal Reserve Bank of New York (“FRBNY”) under the U.S. Bank Holding Company Act of 1956. CIT Bank, N.A. is regulated by the Office of the Comptroller of the Currency, U.S. Department of the Treasury (“OCC”).

On October 6, 2016, we entered into a definitive agreement to sell the Commercial Air business, except for certain commercial aerospace loans and investments in CIT Bank, and our investment in two joint ventures (collectively “TC-CIT Aviation”). The Commercial Air business, along with our Business Air and Financial Freedom businesses, were reported as discontinued operations. All prior period balances have been conformed. Results from our discontinued operations are discussed in the following section and Note 2 — Acquisition and Discontinued Operations in Item 8. Financial Statements and Supplementary Data.

Effective as of August 3, 2015, CIT Group Inc. (“CIT”) acquired IMB HoldCo LLC (“IMB”), the parent company of OneWest Bank, National Association, a national banking association (“OneWest Bank”). Upon acquisition, CIT Bank, then a Utah-state chartered bank and a wholly owned subsidiary of CIT, merged with and into OneWest Bank (the “OneWest Transaction”), with OneWest Bank surviving as a wholly-owned subsidiary of CIT with the name CIT Bank, National Association, a national banking association (“CIT Bank” or “CIT Bank, N.A.”). See Note 2 — Acquisitions and Discontinued Operations in Item 8. Financial Statements and Supplementary Data for a summary of the assets acquired and liabilities assumed.

The consolidated financial statements include the effects of Purchase Accounting Adjustments (“PAA”) upon completion of the OneWest Transaction, as required by U.S. GAAP. Accretion and amortization of certain PAA are included in the consolidated Statements of Income, primarily impacting Net Finance Revenue (Interest income and interest expense) and Non-interest expenses.

Due to changes in our business, our segments have been realigned since they were reported in our 2015 Annual Report and have been further refined during the fourth quarter of 2016. As of December 31, 2016, CIT manages its business and reports its financial results in three operating segments: Commercial Banking, Consumer Banking, and Non-Strategic Portfolios (“NSP”), and a non-operating segment, Corporate and Other. All prior periods were conformed to reflect the changes. See Business Segments in Item 1. Business Overview for a summary of changes and other segment information. Business segments and results are discussed later in this section and presented in Note 25 — Business Segment Information in Item 8. Financial Statements and Supplementary Data.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk contain financial terms that are relevant to our business and a Glossary of key terms has been updated and is included at the end of Item 1. Business Overview in this document. In limited instances, Management uses certain non-GAAP financial measures in its analysis of the financial condition and results of operations of the Company. See “Non-GAAP Financial Measurements” for a reconciliation of these financial measures to comparable financial measures based on U.S. GAAP.

2016 ACCOMPLISHMENTS AND FINANCIAL REVIEW

2016 PRIORITIES AND ACCOMPLISHMENTS

We are committed to delivering long-term value for shareholders by focusing on the following priorities:

Focus on Core Businesses: Invest in growth, strengthen our capabilities with respect to our primary lending, leasing and depository solutions for small business and middle market customers, while we seek to optimize value by exiting non-core businesses. Examples include:

-
  We signed a definitive agreement in October 2016 to sell our Commercial Air business for $10.0 billion, which represents a 6.7% premium to net assets. The transaction is targeted to close by the end of the first quarter of 2017, subject to certain pending conditions described below; and

-
  We sold our U.K. Equipment Finance business in the first quarter of 2016 and our Canada Equipment and Corporate Finance businesses in October 2016.





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CIT ANNUAL REPORT 2016    41


Improve Profitability and Return Capital: Achieve a return on tangible common equity (ROTCE) of 10 percent by 2018 by executing on our strategic and expense reduction initiatives. Examples include:

-
  Our return on tangible common equity (“ROTCE”)(1) excluding noteworthy items for total CIT for the year ended December 31, 2016, was 8%. (ROTCE for the year was not meaningful due to the net loss.);

-
  We met our goal to be about a third of the way through our expense savings target by year end as discussed further below;

-
  We closed two offices, combined systems and integrated OneWest Bank, and addressed certain legacy OneWest Bank issues.

-
  We redeployed cash at CIT Bank, N.A. into higher-yielding “High Quality Liquid Assets.” The year end 2016 investment securities balance increased to $4.5 billion from $3.0 billion at December 31, 2015, while the average yield increased to 2.9% in 2016 from 2.3% in 2015;

-
  We maintained our quarterly dividend at $0.15 per share; and

-
  We received a non-objection from the Federal Reserve Bank of New York to return up to $3.3 billion of capital to shareholders that would occur in conjunction with the Commercial Air separation(2).

Maintain Strong Risk Management: The improvement in CIT’s credit ratings reflects the strength of our franchises, robust liquidity and capital positions and the expansion and diversification of deposit funding. Examples include:

-
  We maintained strong regulatory capital ratios;

-
  We maintained solid credit metrics despite some increased provisioning in the maritime and energy portfolios; and

-
  We enhance our capital planning process.

Expense Savings Summary

Our cost reduction plan is focused in three main areas:

-
  organization simplification: structuring the company to be more efficient while ensuring we have the talent and resources;

-
  third-party efficiencies: includes items such as evaluating vendor agreements, improving processes and reducing travel costs; and

-
  technology and operational improvements:, reengineering processes and automating certain functions, as well as standardizing technology.

We plan to eliminate $150 million of operating expense from continuing operations by 2018 compared to our normalized annual run rate of approximately $1.2 billion in the fourth quarter of 2015. This includes our original target of $125 million plus an additional $25 million of indirect costs associated with the Commercial Air sale. While the aggregate reduction target has not changed, we recasted the way we are tracking the operating expense reductions as a result of transferring Commercial Air to discontinued operations. The $80 million reduction in expenses associated with the Commercial Air business reflects $55 million of direct costs in discontinued operations and $25 million of indirect costs that remain in continuing operations.

Although our total expenses were up in 2016 due to elevated operational costs and costs from strategic initiatives, we completed one-third of the underlying annual expense save target in 2016, primarily through organizational changes. Given investments in/planned improvements to our CCAR capabilities and other strategic initiatives, we expect costs to remain elevated in the first quarter of 2017 as we prepare for the capital plan submission and to decline thereafter.

Commercial Air Sale Summary

On October 6, 2016, we announced a definitive agreement to sell Commercial Air, our commercial aircraft leasing business, to Avolon Holdings Limited (“Avolon”), an international aircraft leasing company and a wholly-owned subsidiary of Bohai Capital Holding Co. Ltd. (“Bohai”).

The sale includes the Commercial Air operations, forward order commitments, and certain assets and liabilities. The aggregate purchase price payable by the Purchaser and its subsidiaries to CIT and its subsidiaries for the Transaction (the “Purchase Price”) will be an amount in cash equal to (a) the adjusted net asset amount of the Business (the “Net Asset Value” as defined by the purchase and sale agreement) as of the closing of the Transaction (the “Closing”) plus (b) a premium of $627 million. As of December 31, 2016, the Net Asset Value was approximately $9.6 billion. The Net Asset Value is subject to fluctuation in the ordinary course of business through closing and there can be no assurances as to whether the Net Asset Value at closing will be higher, lower or the same as the Net Asset Value as of December 31, 2016.

We continue to target closing by the end of the first quarter of 2017. In March 2017, Bohai has advised us that they received approval of Bohai shareholders to complete the transaction. A key remaining milestone for closing includes receipt of Chinese regulatory approvals. Bohai has advised us that they continue to work toward achieving the milestone by the end of the first quarter.

Avolon has deposited $600 million into an escrow account with a U.S. bank, which is payable to CIT at closing as part of the purchase price and in certain circumstances if the transaction is not consummated.

In anticipation of the sale, we terminated the Canadian TRS that would not be used after the sale of Commercial Air, and repaid approximately $550 million of commercial air secured debt in the fourth quarter of 2016 and approximately $1.0 billion in February 2017. See “Funding and Liquidity” section for discussion on the Canadian TRS termination.

(1)  
  ROTCE is a non-GAAP measure. See “Non-GAAP Financial Measurements” for reconciliation of non-GAAP to GAAP financial information.

(2)  
  Amended capital plan approval authorizes CIT to return $2.975 billion of common equity from the net proceeds of the Commercial Air sale; additional $0.325 billion contingent upon the issuance of a similar amount of Tier 1 qualifying preferred stock.


Item 7:  Management’s Discussion and Analysis



Table of Contents

42    CIT ANNUAL REPORT 2016


SUMMARY OF 2016 FINANCIAL RESULTS

Our 2016 results reflected solid business activity, the inclusion of OneWest Bank activity for the entire year (compared to five months in 2015), noteworthy items related to strategic initiatives, goodwill impairment, simplification actions and progress on the resolution of legacy OneWest Bank matters. Revenues continued to be challenged by the low interest rate environment, which took the form of margin pressure in certain industries and asset classes. Funding costs were lower, benefiting from the OneWest Transaction, liability management actions and the low rate environment. Other income reflected payment of a significant termination fee related to the Canadian TRS. Operating expenses were up, as they included a full year of additional costs from the OneWest Bank transaction and costs supporting our strategic initiatives, including the Commercial Air separation, but we achieved underlying operating savings, as summarized below.

Net (loss) income

The net loss for 2016 of $848 million, $(4.20) per diluted share, was driven by significant net charges in discontinued operations, as well as in continuing operations, compared to net income for 2015 of $1,034 million, $5.55 per diluted share, and $1,119 million, $5.91 per diluted share, for 2014. Net income excluding noteworthy items(3) totaled $710 million, $3.52 per diluted share, for 2016, $606 million, $3.25 per diluted share, for 2015 and $704 million, $3.72 per diluted share, for 2014.

There was a loss from continuing operations (after taxes) for 2016 of $183 million, $0.90 per diluted share, compared to income of $724 million, $3.89 per diluted share, for 2015 and $676 million, $3.57 per diluted share, for 2014. Income from continuing operations excluding noteworthy items(4) totaled $385 million, $1.91 per diluted share, for 2016, $296 million, $1.59 per diluted share, for 2015 and $313 million, $1.65 per diluted share, for 2014.

We reconcile our GAAP balances in our non-GAAP reconciliation section at the end of Item 7. Management’s Discussion and Analysis. These non-GAAP measures and others that follow are not in accordance with, or a substitute for, GAAP and may be different from or inconsistent with non-GAAP financial measures used by other companies. The non-GAAP noteworthy items are summarized in the following categories: significant due to the magnitude of the transaction; transactions pertaining to items no longer considered core to CIT’s on-going operations (i.e. sales of Non-Strategic Portfolios); legacy OneWest Bank issues prior to CIT’s ownership; and recurring items consistently noted in other non-GAAP measures, even though its balance may not have been significant.

The loss from discontinued operations (after taxes) for 2016 was $665 million, $3.30 per diluted share, which included $455 million from Aerospace and $210 million from Financial Freedom. The loss in Aerospace included an $847 million net tax expense related to the pending Commercial Air sale, while the loss from Financial Freedom reflected a $179 million after tax curtailment reserve charge. Income from discontinued operations totaled $310 million, $1.66 per diluted share, for 2015 and $443 million, $2.34 per diluted share, for 2014.

Income from continuing operations, before provision for income taxes

Pre-tax income of $21 million for 2016 was down from income of $186 million for 2015 and $245 million for 2014. The pre-tax income in 2016 was down, driven by goodwill impairment charges of $354 million and an approximately $245 million of net charges related to the termination of our Canadian subsidiary’s total return swap facility (the “Canadian TRS”) and other net charges listed in our non-GAAP table. Aside from the noteworthy net charges, 2016 reflected higher revenues, driven by the higher asset base from the prior year acquisition, lower funding costs, improvements in net charge-offs and higher operating expenses.

Net finance revenue(5) (“NFR”)

NFR was $1.7 billion in 2016, up from $1.3 billion in 2015 and $1.0 billion in 2014, on higher average earning assets (“AEA”). Growth in AEA and accretion of purchase accounting adjustments increased NFR in 2016 and 2015. AEA was $47.7 billion in 2016, up from $38.0 billion in 2015 and from $30.0 billion in 2014. Purchase accounting accretion increased NFR by $292 million in 2016 and $122 million in 2015. The acquisition of OneWest Bank in 2015 resulted in higher revenues from the additional earning assets and lower funding costs, as OneWest Bank’s funding consisted mostly of deposits, which have a lower interest rate.

Compared to the prior year, the decrease in net operating lease revenue reflected pressure on lease rates and utilization in our rail portfolio, and higher depreciation and maintenance costs.

Provision for credit losses

The provision for 2016 was $195 million, up from $159 million in 2015 and $104 million in 2014. The provision for credit losses reflected reserve build and an increase in the reserve resulting from the recognition of provisions on non-PCI loans. 2016 included increased provisioning in the maritime and energy portfolios. The 2015 increase also reflected increases in reserves related to the energy sector and, to a lesser extent, the maritime portfolios, as well as from the establishment of reserves on certain acquired non-credit impaired loans in the initial period post acquisition.

Credit metrics

Net charge-offs were $111 million (0.37% of average finance receivables) in 2016, compared to $137 million (0.58%) in 2015 and $99 million (0.55%) in 2014. Excluding assets transferred to held for sale, net charge-offs were 0.23%, 0.27% and 0.31%, for the years ended December 31, 2016, 2015 and 2014, respectively. Non-accrual loans rose to $279 million (0.94% of finance receivables) at December 31, 2016 from $252 million (0.83%) a year ago and $160 million (0.88%) at December 31, 2014. The increase compared to the year-ago was related to one loan in our maritime business within Commercial Finance, while the rise in 2015 was driven mostly by an increase in the Commercial Banking energy portfolio.

(3)  
  Net income excluding noteworthy items is a non-GAAP measure; see “Non-GAAP Financial Measurements” for a reconciliation of non-GAAP to GAAP financial information.

(4)  
  Income from continuing operations excluding noteworthy items is a non- GAAP measure; see “Non-GAAP Financial Measurements” for a reconciliation of non-GAAP to GAAP financial information.

(5)  
  Net finance revenue and average earning assets are non-GAAP measures; see “Non-GAAP Financial Measurements” for a reconciliation of non-GAAP to GAAP financial information.





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CIT ANNUAL REPORT 2016    43


Other income

Other income was driven by various fee revenue and commissions in each of 2016, 2015 and 2014. In addition, other income of $151 million in 2016 was net of approximately $245 million of net charges related to the termination of the Canadian TRS, compared to $150 million in 2015, which reflected net losses on portfolios sold, driven primarily by the realization of currency translation adjustment losses, and $264 million in 2014.

Operating expenses

Operating expenses were $1,284 million, up from $1,121 million in 2015 and $900 million in 2014. 2016 reflected the inclusion of OneWest Bank activity for the full year 2016 compared with five months during 2015. Also, 2016 reflected higher regulatory costs resulting from SIFI compliance, costs associated with implementing our strategic initiatives, OneWest Bank integration costs, additional and compliance costs related to legacy OneWest Bank items existing prior to the 2015 acquisition. The increased expenses in 2015 compared to 2014 mostly reflected the OneWest Transaction and the associated five months of expenses. In addition, 2015 included elevated transaction costs to close the OneWest Bank acquisition (included primarily in professional fees) and an increase in FDIC insurance costs resulting from the acquisition, partially offset by savings from the completion of business sales in 2015.

Goodwill impairment

The Company recorded goodwill impairment of $319 million in Consumer Banking and $35 million related to our factoring business in Business Capital, during the fourth quarter of 2016. See Note 26 — Goodwill and Intangible Assets in Item 8. Financial Statements and Supplementary Data and Critical Accounting Estimates in the MD&A, both of which discuss goodwill impairment testing.

(Provision) benefit for income taxes

The tax provision for 2016 totaled $204 million, compared to benefits of $538 million in 2015 and $432 million in 2014. The 2015 benefit reflected a $647 million reversal of the valuation allowance on the U.S. federal deferred tax asset, while the 2014 benefit mostly reflected a $375 million partial reversal of the U.S. Federal deferred tax asset valuation allowance.

Total assets of continuing operations

Total assets of continuing operations at December 31, 2016 were $50.9 billion, down from $54.3 billion at December 31, 2015, reflecting asset sales and the reduction of deferred tax assets in connection with the Commercial Air transaction. Total assets of continuing operations were up from $35.3 billion at December 31, 2014, primarily reflecting the addition of assets acquired in the OneWest Transaction in 2015.

-
  Financing and leasing assets (“FLA”), which includes loans, operating lease equipment and assets held for sale (“AHFS”), decreased to $37.7 billion at December 31, 2016, from $39.4 billion at December 31, 2015, mostly reflecting sales of non-strategic businesses, and was up from $25.1 billion at December 31, 2014, due to the OneWest Bank acquisition of $13.6 billion of FLA in 2015.

-
  Cash (cash and due from banks and interest bearing deposits) totaled $6.4 billion at December 31, 2016, compared to $7.7 billion at December 31, 2015 and $6.2 billion at December 31, 2014, reflecting the redeployment of cash into investment securities as noted below, while the 2015 increase reflected $4.4 billion of cash acquired in the OneWest Transaction, partially offset by the payment of $1.9 billion as consideration for the OneWest Transaction.

-
  Investment securities and securities purchased under resale agreements totaled $4.5 billion at December 31, 2016 compared to $3.0 billion at December 31, 2015, and $2.2 billion at December 31, 2014. The increase in 2016 reflected our 2016 business strategy to redeploy cash at CIT Bank, N.A. into higher-yielding “High Quality Liquid Assets,” and the increase in 2015, reflected $1.3 billion of investment securities, primarily comprised of MBS, acquired in the OneWest Transaction.

-
  Goodwill and Intangible assets decreased in 2016 primarily due to goodwill impairment of $354 million, mostly related to the Consumer Banking segment, and increased in 2015 due to the addition of $663 million of goodwill and $165 million of intangible assets related to the OneWest Transaction.

-
  Other assets of $1.2 billion at December 31, 2016, were down from $2.5 billion, primarily due to the reduction in the deferred tax assets. The components are included in Note 8Other Assets in Item 8. Financial Statements and Supplementary Data.

Deposits

Deposits were down $0.5 billion to $32.3 billion at December 31, 2016, from $32.8 billion at December 31, 2015, reflecting the decline in financing and leasing assets and our decision to call certain brokered deposits, but increased as a proportion of total funding (68% at December 31, 2016, up from 67% at December 31, 2015), and up from $15.8 billion at December 31, 2014.

Borrowings

Borrowings were $14.9 billion at December 31, 2016, down from $16.4 billion at December 31, 2015, reflecting lower secured debt due to sales of financing and leasing assets and $16.0 billion at December 31, 2014, reflecting the maturity of unsecured debt.

Capital

Common stockholders’ equity and tangible common equity decreased in 2016 primarily due to the net loss. Book value per share and tangible book value per share decreased from 2015, reflecting the decline in common stockholders’ equity and the increase of one million outstanding shares. The Common Equity Tier 1 capital and Total Capital ratios increased from last year, driven by a decline in risk weighted assets.

Item 7:  Management’s Discussion and Analysis



Table of Contents

44    CIT ANNUAL REPORT 2016


Changes to Results Reported in Current Report on Form 8-K

After the Company filed its Current Report on Form 8-K announcing preliminary results for the quarter and year ended December 31, 2016, the Company recorded an additional pre-tax goodwill impairment charge of approximately $20 million associated with the Consumer Banking segment and certain revision entries. Impacts to certain of the Company’s quarterly and annual financial statements are presented in Note 29 — Selected Financial Data and Note 30 — Revisions of Previously Reported Annual Financial Statements in Item 8. Financial Statements and Supplementary Data. The impacts of the adjustments were as follows:

(dollars in millions)         Year Ended
December 31, 2016

    Quarter Ended
December 31, 2016

   
        As Reported in
Form 8-K

    As Adjusted
    As Reported in
Form 8-K

    As Adjusted
Loss from continuing operations
              $ (195.5 )         $ (182.6 )         $ (424.2 )         $ (425.8 )  
Net loss
              $ (860.9 )         $ (848.0 )         $ (1,154.7 )         $ (1,142.5 )  
Diluted income per common share
                                                                   
(Loss) income from continuing operations
              $ (0.97 )         $ (0.90 )         $ (2.10 )         $ (2.10 )  
Diluted (loss) income per common share
              $ (4.27 )         $ (4.20 )         $ (5.71 )         $ (5.65 )  

PERFORMANCE MEASUREMENTS

The following chart reflects key performance indicators evaluated by management and used throughout this management discussion and analysis:

KEY PERFORMANCE INDICATORS
           
MEASUREMENTS
Asset Generation — originate new business and grow earning assets.
           
-New business volumes;
-Financing and leasing assets (included in earning assets); and Earning asset balances.
Revenue Generation — lend money at rates in excess of borrowing costs and consistent with risk profile of obligor, earn rentals on the equipment we lease commensurate with the risk, and generate other revenue streams.
           
-Net finance revenue and other income;
-Net finance margin; Operating lease revenue as a percentage of average operating lease equipment; and
-Asset yields and funding costs.
Credit Risk Management — accurately evaluate credit worthiness of customers, maintain high-quality assets and balance income potential with loss expectations.
           
-Net charge-offs, amounts and as a percentage of AFR;
-Non-accrual loans, balances and as a percentage of loans;
-Classified assets and delinquencies balances; and
-Loan loss reserve, balance and as a percentage of loans.
Equipment and Residual Risk Management — appropriately evaluate collateral risk in leasing transactions and remarket or sell equipment at lease termination.
           
-Equipment utilization;
-Market value of equipment relative to book value; and
-Gains and losses on equipment sales.
Expense Management — maintain efficient operating platforms and related infrastructure.
           
-SG&A expenses and trends;
-SG&A expenses as a percentage of AEA; and
-Net efficiency ratio.
Profitability — generate income and appropriate returns to shareholders.
           
-Net income per common share (EPS);
-Net income and pre-tax income, each as a percentage of average earning assets (ROA); and
-Net income and pre-tax income as a percentage of average tangible common stockholders’ equity (ROTCE).
Capital Management — maintain a strong capital position, while deploying excess capital.
           
-Common equity tier 1, Tier 1 and Total capital ratios;
-Tier 1 capital as a percentage of adjusted average assets; (“Tier 1 Leverage Ratio”); and
-Book value and Tangible book value per share.
Liquidity Management — maintain access to ample funding at competitive rates to meet obligations as they come due.
           
-Levels of high quality liquid assets and as a % of total assets;
-Committed and available funding facilities;
-Debt maturity profile and ratings; and
-Funding mix.
Manage Market Risk — measure and manage risk to income statement and economic value of enterprise due to movements in interest and foreign currency exchange rates.
           
-Net Interest Income Sensitivity; and
-Economic Value of Equity (EVE).

 




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CIT ANNUAL REPORT 2016    45



DISCONTINUED OPERATIONS

Discontinued operations is comprised of the Commercial Air leasing business that is subject to a definitive sale agreement, Business Air, and Financial Freedom, our reverse mortgage servicing business. Discontinued operations are discussed, along with balance sheet and income statement items, in Note 2 — Acquisition and Discontinued Operations in Item 8. Financial Statements and Supplementary Data. See also Note 22Contingencies for discussion related to the Financial Freedom servicing business.

The loss on discontinued operations (after taxes) was $665 million, which included losses of $455 million from Aerospace and $210 million from Financial Freedom. The loss in Aerospace included an $847 million net tax expense related to the pending Commercial Air sale, while the loss from Financial Freedom reflected $179 million after tax of curtailment reserve charges.

Aerospace

Commercial Air provides aircraft leasing, lending, asset management, and advisory services to global and regional airlines around the world. Offices are located in the U.S., Europe and Asia.

Business Air offers financing and leasing programs for corporate and private owners of business jets. Serving clients around the world, we provide financing that is tailored to our clients’ unique business requirements. Products include term loans, leases, pre-delivery financing, fractional share financing and vendor / manufacturer financing.

The loss in Aerospace included an $847 million net tax expense related to the pending Commercial Air sale. See condensed statements of income in Note 2 — Acquisition and Discontinued Operations in Item 8. Financial Statements and Supplementary Data. Aerospace pre-tax earnings totaled $459 million, $366 million and $419 million for the years ended December 31, 2016, 2015 and 2014, respectively. Pre-tax income for 2016 benefited from $106 million of suspended depreciation on operating lease equipment held for sale, as discussed below. Also reflected in discontinued operations are impairment charges of $32 million essentially all related to the Business Air portfolio.

NFR totaled $563 million, $381 million and $470 million for the years ended December 31, 2016, 2015, and 2014, respectively. NFR benefited in 2016 from $106 million of suspended depreciation, which represents approximately one quarter’s amount. Prior year balances were not significant in comparison. When a long-lived asset is classified as AHFS, depreciation expense is no longer recognized, and the asset is evaluated for impairment with any such charge recorded in other income. Consequently, net operating lease revenue includes rental income on operating lease equipment classified as AHFS, but there is no related depreciation expense. NFR for 2015 was down slightly from 2014, as asset growth and lower funding costs were offset by yield compression and higher operating lease equipment expenses.

Financing and leasing assets totaled $10.7 billion, $10.9 billion and $10.6 billion at December 31, 2016, 2015, and 2014, respectively. Of those balances, Commercial Air consisted of $10.2 billion, $10.1 billion and $9.7 billion at December 31, 2016, 2015, and 2014, respectively, most of which represents operating lease equipment. See below for details on the operating lease equipment. The remaining amounts reflected loans in the Business Air portfolio.

As detailed in the following table, at December 31, 2016, there were 282 commercial aircraft on operating lease that were subject to the definitive sale agreement. We also have commitments to purchase aircraft, as noted below and disclosed in Item 8. Financial Statements and Supplementary Data, Note 2 — Acquisitions and Discontinued Operations.

Aircraft Type         Operating
Lease Fleet

    Order
Book

Airbus A310/319/320/321
                 119              50    
Airbus A330
                 40              15    
Airbus A350
                 2              10    
Boeing 737
                 84              37    
Boeing 757
                 7                 
Boeing 767
                 5                 
Boeing 787
                 4              16    
Embraer 175
                 4                 
Embraer 190/195
                 16                 
Other
                 1                 
Total
                 282              128    

Aircraft utilization remained strong through 2016, as the portfolio ended the year with all aircraft leased or under a commitment. All of the 17 aircraft scheduled for delivery in 2017 have lease commitments.

The following tables present detail on our Commercial Air portfolio by product in discontinued operations.

Commercial Air Portfolio (dollars in millions)

        December 31, 2016

    December 31, 2015

    December 31, 2014

   
        Net
Investment

    Number
    Net
Investment

    Number
    Net
Investment

    Number
By Product:
Operating lease(1)
              $ 9,658.7             282           $ 9,772.2             284           $ 9,309.3             279    
Loan
                 31.2             5              49.3             9              71.5             11    
Capital lease
                 495.6             23              320.4             21              335.6             21    
Total
              $ 10,185.5             310           $ 10,141.9             314           $ 9,716.4             311    

 

Item 7:  Management’s Discussion and Analysis



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46    CIT ANNUAL REPORT 2016


The information presented below by region, manufacturer, and body type, is based on our operating lease aircraft portfolio.

Commercial Air Operating Lease Portfolio (dollars in millions)(1)

        December 31, 2016

    December 31, 2015

    December 31, 2014

   
        Net
Investment

    Number
    Net
Investment

    Number
    Net
Investment

    Number
By Region:
Asia / Pacific
              $ 3,931.0             96           $ 3,704.2             88           $ 3,505.9             84    
U.S. and Canada
                 2,087.9             64              2,091.0             65              1,802.6             57    
Europe
                 1,940.0             72              2,195.4             80              2,239.4             86    
Latin America
                 1,056.2             35              1,152.6             38              994.9             37    
Africa / Middle East
                 643.6             15              629.0             13              766.5             15    
Total
              $ 9,658.7             282           $ 9,772.2             284           $ 9,309.3             279    
By Manufacturer:
                                                                                                      
Airbus
              $ 6,193.2             161           $ 6,232.3             161           $ 5,985.5             160    
Boeing
                 2,891.5             100              2,929.6             101              2,711.6             98    
Embraer
                 530.9             20              552.7             21              547.2             20    
Other
                 43.1             1              57.6             1              65.0             1    
Total
              $ 9,658.7             282           $ 9,772.2             284           $ 9,309.3             279    
By Body Type(2):
                                                                                                      
Narrow body
              $ 6,219.8             230           $ 6,211.4             230           $ 6,287.8             230    
Intermediate
                 3,396.0             51              3,502.2             52              2,955.3             47    
Regional and other
                 42.9             1              58.6             2              66.2             2    
Total
              $ 9,658.7             282           $ 9,772.2             284           $ 9,309.3             279    
Number of customers
                                101                             95                             98    
Weighted average age of fleet (years)
                                6                             5                             5    

(1)  
  Includes operating lease equipment held for sale.

(2)  
  Narrow body are single aisle design and consist primarily of Boeing 737 and 757 series, Airbus A320 series, and Embraer E170 and E190 aircraft. Intermediate body are smaller twin aisle design and consist primarily of Boeing 767 and 787 series and Airbus A330 series aircraft. Regional and Other includes aircraft and related equipment, such as engines.

Our top five Commercial Air outstanding exposures totaled $2,400 million at December 31, 2016. The largest individual outstanding exposure totaled $869 million at December 31, 2016, which was to a U.S. carrier. See Item 8. Financial Statements and Supplementary Data, Note 2 — Acquisitions and Discontinued Operations for additional information regarding commitments to purchase additional aircraft.

Reverse Mortgage Servicing

Approximately $210 million of the loss, net of tax, for 2016, in discontinued operations relates to Financial Freedom, a reverse mortgage servicing business CIT acquired as part of the OneWest Transaction in August 2015.

The 2016 loss included a pre-tax charge of approximately $260 million related to an increase in the interest curtailment reserve described below. In addition, the loss included $19 million of pre-tax impairment charges on the servicing liability related to our reverse mortgage servicing operations.

The Financial Freedom reverse mortgage servicing operation services approximately 81,400 reverse mortgages, with over $17.1 billion of unpaid principal balance. The majority of the mortgages are Home Equity Conversion Mortgages (“HECMs”) that are administered by the Department of Housing and Urban Development (“HUD”) and insured by the Federal Housing Administration (“FHA”).

Pursuant to ASC 205-20, the Financial Freedom business was reflected as discontinued operations as of the date of the OneWest Transaction and in the subsequent periods. The business includes the entire third party servicing of reverse mortgage operations, which consist of personnel, systems and servicing assets. The $448 million of assets of discontinued operations include primarily HECM loans and servicing advances. The liabilities of discontinued operations include reverse mortgage servicing liabilities, which relates primarily to loans serviced for third party investors, secured borrowings and contingent liabilities. In addition, continuing operations includes a portfolio of reverse mortgages of $859 million at December 31, 2016, which are recorded in the Consumer Banking segment and are serviced by Financial Freedom.

During the year ended December 31, 2016, in connection with the preparation of the Company’s financial statements, as a result of new information and taking into consideration the investigation being conducted by the Office of Inspector General (“OIG”) for HUD, the Company recorded additional reserves, reflecting a change in estimate, of approximately $260 million, which is net of a corresponding increase in the indemnification receivable from the FDIC. See Item 9A. Controls and Procedures.




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CIT ANNUAL REPORT 2016    47


Student Lending

On April 25, 2014, the Company completed the sale of its student lending business, along with certain secured debt and servicing rights. As a result, the student lending business is reported as a discontinued operation for the year ended December 31, 2014.

Further details of the discontinued businesses, along with condensed balance sheet and income statement items are included in Note 2 — Acquisition and Disposition Activities in Item 8. Financial Statements and Supplementary Data. See also Note 22Contingencies for discussion related to the servicing business.

Unless specifically noted, the discussions and data presented throughout the following sections reflect CIT balances on a continuing operations basis.

Results From Continuing Operations:


NET FINANCE REVENUE

The following tables present management’s view of consolidated NFR. The 2015 data includes approximately five months of activity for OneWest Bank.

Net Finance Revenue(1) (dollars in millions)

        Years Ended December 31,

   
        2016
    2015
    2014
Interest income
              $ 1,911.5          $ 1,445.2          $ 1,155.6   
Rental income on operating leases
                 1,031.6             1,018.1             949.6   
Finance revenue
                 2,943.1             2,463.3             2,105.2   
Interest expense
                 (753.2 )            (731.4 )            (715.1 )  
Depreciation on operating lease equipment
                 (261.1 )            (229.2 )            (229.8 )  
Maintenance and other operating lease expenses
                 (213.6 )            (185.1 )            (171.7 )  
Net finance revenue
              $ 1,715.2          $ 1,317.6          $ 988.6   
Average Earning Assets(2) (“AEA”)
              $ 47,664.2          $ 38,019.8          $ 29,959.3   
Net finance margin (“NFM”)
                 3.60 %            3.47 %            3.30 %  

(1)  
  NFR and AEA are non-GAAP measures; see “Non-GAAP Financial Measurements” sections for a reconciliation of non-GAAP to GAAP financial information.

(2)  
  AEA balances in this table are net of credit balances of factoring clients; and therefore, are less than balances in Item 6. Selected Financial Data referred to as interest earning assets.

NFR and NFM are key metrics used by management to measure the profitability of our earning assets. NFR includes interest and yield-related fee income on our loans and capital leases, rental income on our operating lease equipment, and interest and dividend income on cash and investments, less funding costs and depreciation, maintenance and other operating lease expenses from our operating lease equipment. Since our asset composition includes a high level of operating lease equipment (15% of AEA for the year ended December 31, 2016), NFM is a more appropriate metric for CIT than net interest margin (“NIM”) (a common metric used by other BHCs), as NIM does not fully reflect the earnings of our portfolio because it includes the impact of debt costs on all our assets but excludes the net revenue (rental income less depreciation and maintenance and other operating lease expenses) from operating leases.

Item 7:  Management’s Discussion and Analysis



Table of Contents

48    CIT ANNUAL REPORT 2016


The following table includes average balances from revenue generating assets along with the respective revenues, and average balances of deposits and borrowings along with the respective interest expenses. The interest expense presented pertains only to continuing operations and does not reflect allocation of interest expense to discontinued operations.

Average Balances and Rates(1) (dollars in millions)

        December 31, 2016

    December 31, 2015

    December 31, 2014

   
        Average
Balance

    Revenue /
Expense

    Average
Rate (%)

    Average
Balance

    Revenue /
Expense

    Average
Rate (%)

    Average
Balance

    Revenue /
Expense
    Average
Rate (%)
Cash / interest bearing deposits
              $ 6,450.6          $ 33.1             0.51 %         $ 5,486.6          $ 17.1             0.31 %         $ 4,652.5          $ 17.7             0.38 %  
Securities purchased under agreements to resell
                                                        411.5             2.3             0.56 %            242.3             1.2             0.50 %  
Investment securities
                 3,384.0             98.8             2.92 %            2,239.3             51.8             2.31 %            1,667.6             16.6             1.00 %  
Loans (including held for sale and credit balances of factoring clients)(2)(3)
                 30,233.0             1,803.8             5.97 %            23,334.2             1,374.5             5.89 %            17,626.9             1,120.1             6.35 %  
Operating lease equipment, net (including held for sale)(4)
                 7,222.8             556.9             7.71 %            6,359.6             603.8             9.49 %            5,769.9             548.1             9.50 %  
Indemnification assets
                 373.8             (24.2 )            (6.47 )%            188.6             (0.5 )            (0.27 )%                                         
Average earning assets(2)
              $ 47,664.2             2,468.4             5.18 %         $ 38,019.8             2,049.0             5.39 %         $ 29,959.2             1,703.7             5.69 %  
Deposits
              $ 31,545.1          $ 394.8             1.25 %         $ 22,762.7          $ 330.1             1.45 %         $ 13,890.9          $ 231.0             1.66 %  
Borrowings(5)
                 15,493.6             358.4             2.31 %            15,519.1             401.3             2.59 %            15,977.0             484.1             3.03 %  
Total interest-bearing liabilities
              $ 47,038.7             753.2             1.60 %         $ 38,281.8             731.4             1.91 %         $ 29,867.9             715.1             2.39 %  
NFR and NFM
                             $ 1,715.2             3.60 %                        $ 1,317.6             3.47 %                        $ 988.6             3.30 %  

        2016 Over 2015 Comparison
    2015 Over 2014 Comparison
   
        Increase (Decrease)
Due To Change In:
        Increase (Decrease)
Due To Change In:
   
        Volume
    Rate
    Net
    Volume
    Rate
    Net
Interest bearing deposits
              $ 3.4          $ 12.6          $ 16.0          $ 2.9          $ (3.5 )         $ (0.6 )  
Securities purchased under agreements to resell
                 (1.1 )            (1.2 )            (2.3 )            0.9             0.2             1.1   
Investments
                 31.1             15.9             47.0             7.2             28.0             35.2   
Loans (including held for sale and net of credit balances of factoring clients)(2)(3)
                 368.8             60.5             429.3             275.0             (20.6 )            254.4   
Operating lease equipment, net (including held for sale)(4)
                 75.5             (122.4 )            (46.9 )            56.0             (0.3 )            55.7   
Indemnification assets
                 (1.0 )            (22.7 )            (23.7 )            (0.5 )                         (0.5 )  
Total
              $ 476.7          $ (57.3 )         $ 419.4          $ 341.5          $ 3.8          $ 345.3   
Deposits
              $ 114.5          $ (49.8 )         $ 64.7          $ 131.8          $ (32.7 )         $ 99.1   
Borrowings(5)
                 (0.7 )            (42.2 )            (42.9 )            (13.5 )            (69.3 )            (82.8 )  
Total
              $ 113.8          $ (92.0 )         $ 21.8          $ 118.3          $ (102.0 )         $ 16.3   

(1)  
  Interest and average rates include PAA and FSA accretion, including amounts accelerated due to redemptions or extinguishments, and accelerated original issue discount on debt extinguishment related to the TRS Transactions.

(2)  
  The balance and rate presented is calculated net of average credit balances for factoring clients.

(3)  
  Non-accrual loans and related income are included in the respective categories.

(4)  
  Operating lease rental income is a significant source of revenue; therefore, we have presented the rental revenues net of depreciation and net of maintenance and other operating lease expenses.

(5)  
  The interest expense presented pertains only to continuing operations and reflects allocation of interest expense to discontinued operations. As detailed in a forthcoming table, the average rate for borrowings before the allocation of interest expense to discontinued operations was 4.15% for 2016, 4.31% for 2015 and 5.53% for 2014.

Average earning assets increased 25% from 2015 benefiting from an entire year of higher asset levels from the 2015 acquisition and portfolio growth from new business volume. The increase was partially offset by sales of Non-Strategic Portfolios, as well as prepayments and sales of loans in Commercial Finance, as we are positioning Commercial Finance to emphasize opportunities that build upon our specialty lending expertise by providing credit as well as other bank products and deposits to customers. The growth of 27% in 2015 compared to 2014 resulted principally from the OneWest Transaction. The increase in investment securities in 2015 primarily reflects investments acquired in the OneWest Bank acquisition, mostly MBS securities.

Revenues generated by the higher asset level and accretion of $277 million resulting from the fair value discount on earning assets recorded for purchase accounting contributed to the higher finance revenues that were up 19% from 2015. Finance revenue was up 17% in




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CIT ANNUAL REPORT 2016    49


2015 reflecting similar items. (The impact of purchase accounting accretion on interest income and interest expense is displayed in a table below.)

Revenues generated on our cash deposits and investments are indicative of the existing low rate environment and while such revenues increased from 2015, they were not a primary driver of earnings. Revenues on cash deposits and investments have grown as the investments from the OneWest Transaction, mostly MBS, carry a higher rate of return than the previously owned investment portfolio and include a purchase accounting adjustment that accretes into income, thus increasing the yield. Also, 2016 included the higher balance of cash deposits and investments for the entire year, compared to the partial year in 2015. As part of our 2016 business strategy, we redeployed cash at CIT Bank into higher-yielding “High Quality Liquid Assets,” which increased the year end 2016 investment securities balance to $4.5 billion from $3.0 billion at December 31, 2015.

The yield on AEA of 5.18% was down from 2015, as the benefit from higher accretion of purchase accounting adjustments resulting from the acquisition timing was offset by lower operating lease yields on our rail portfolio, driven by lower utilization of certain rail car types related to the energy sector and lower renewal rates, and by yield compression in certain loan and lease classes. The yield on AEA of 5.39% in 2015 was down from 2014, driven by the continued low rate environment and an increased mix of low yielding cash and securities stemming from the OneWest Transaction. Although interest on loans was up as a result of the acquisition, yield compression in certain loan classes continued, as well as lower interest recoveries and lower prepayments. Operating lease revenues and yields are discussed later in this section and portfolio yields by division are included in a forthcoming table.

The increase in average interest bearing liabilities reflects the acquired deposits and borrowings, essentially all FHLB advances, along with growth. The overall rate as a percentage of AEA was down due to the higher percentage of AEA being funded by deposits, along with a higher mix of low cost deposits. While interest expense was up modestly in amount in 2016 and 2015 due to the higher balances, the overall rate as a % of AEA was down from 2014, reflecting lower rates in nearly all deposit and borrowing categories and a higher mix of low cost deposits. Interest expense for 2016 and 2015 was reduced by $15 million and $12 million, respectively, reflecting the accretion of purchase accounting adjustments on borrowings and deposits.

Interest expense on deposits was up from 2015, driven by the higher balances and partially offset by deposit mix. The decline in rate was primarily the result of the lower cost deposits from OneWest Bank.

Interest expense on borrowings is a function of the products and was mostly impacted by the OneWest Transaction, which increased FHLB advances. FHLB advances had lower rates than our average borrowings, thus reducing the average rate. The interest expense presented pertains only to continuing operations and does not reflect allocation of interest expense to discontinued operations.

The composition of our funding was significantly impacted by the OneWest Transaction. At December 31, 2016, 2015 and 2014 our funding mix was as follows:

Funding Mix

       
December 31,
2016

   
December 31,
2015

   
December 31,
2014

Deposits
                 68 %            67 %            50 %  
Unsecured
                 23 %            22 %            37 %  
Secured Borrowings:
Structured financings
                 4 %            5 %            12 %  
FHLB Advances
                 5 %            6 %            1 %  

These proportions will fluctuate in the future depending upon our funding activities.

The following table details further the rates of interest bearing liabilities.

Deposits and Borrowings (dollars in millions)

        Year Ended December 31, 2016

    Year Ended December 31, 2015

    Year Ended December 31, 2014

   
        Average
Balance

    Interest
Expense

    Rate %
    Average
Balance

    Interest
Expense

    Rate %
    Average
Balance

    Interest
Expense

    Rate %
Deposits
CDs
              $ 17,981.1          $ 291.1             1.62 %         $ 13,799.9          $ 252.4             1.83 %         $ 8,672.0          $ 180.1             2.08 %  
Interest-bearing checking
                 2,534.8             15.0             0.59 %            1,308.3             6.8             0.52 %                                         
Savings
                 4,517.4             40.0             0.89 %            4,301.6             42.1             0.98 %            3,361.7             32.1             0.95 %  
Money markets
                 6,511.8             48.7             0.75 %            3,352.9             28.8             0.86 %            1,857.2             18.8             1.01 %  
Total deposits*
                 31,545.1             394.8             1.25 %            22,762.7             330.1             1.45 %            13,890.9             231.0             1.66 %  
Borrowings
Unsecured notes
                 10,600.5             553.3             5.22 %            10,855.6             561.3             5.17 %            12,371.0             639.3             5.17 %  
Secured borrowings
                 4,316.4             161.0             3.73 %            5,686.3             205.2             3.61 %            6,829.1             430.0             6.30 %  
FHLB advances
                 2,865.3             24.1             0.84 %            1,374.6             5.7             0.41 %            151.0             0.6             0.40 %  
Total borrowings
                 17,782.2             738.4             4.15 %            17,916.5             772.2             4.31 %            19,351.1             1,069.9             5.53 %  
Allocated to Discontinued Operations
                 (2,288.6 )            (380.0 )                           (2,397.4 )            (370.9 )                           (3,374.1 )            (585.8 )                  
Total Borrowings**
                 15,493.6             358.4             2.31 %            15,519.1             401.3             2.59 %            15,977.0             484.1             3.03 %  
Total interest-bearing liabilities
              $ 47,038.7          $ 753.2             1.60 %         $ 38,281.8          $ 731.4             1.91 %         $ 29,867.9          $ 715.1             2.39 %  

*
   Excludes certain deposits such as escrow accounts, security deposits, and other similar accounts, therefore totals may differ from other average balances included in this document.

**
   The interest expense presented pertains only to continuing operations and reflects allocation of interest expense to discontinued operations. As detailed, the average rate for borrowings before the allocation of interest expense to discontinued operations was 4.15% for 2016, 4.31% for 2015 and 5.53% for 2014.


Item 7:  Management’s Discussion and Analysis



Table of Contents

50    CIT ANNUAL REPORT 2016


Deposits and borrowings are also discussed in Funding and Liquidity. See Select Financial Data (Average Balances) section for more information on borrowing rates.

The following table depicts selected earning asset yields and margin related data for our segments and divisions within the segments.

Select Segment and Division Margin Metrics (dollars in millions)

        Years Ended December 31,

   
        2016
    2015
    2014
Commercial Banking
AEA
              $ 29,762.9          $ 25,339.6          $ 20,833.7   
NFR
                 1,314.1             1,125.7             927.2   
Gross yield
                 7.75 %            7.93 %            8.36 %  
NFM
                 4.42 %            4.44 %            4.45 %  
AEA
                                                      
Commercial Finance
              $ 11,289.3          $ 10,047.9          $ 8,174.0   
Rail
                 7,089.3             6,245.5             5,651.6   
Real Estate Finance
                 5,453.7             3,216.6             1,687.6   
Business Capital
                 5,930.6             5,829.6             5,320.5   
Gross yield
Commercial Finance
                 5.36 %            4.87 %            5.28 %  
Rail
                 12.86 %            14.34 %            14.57 %  
Real Estate Finance
                 5.25 %            4.80 %            4.15 %  
Business Capital
                 8.52