================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q
             (Mark One)
              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended MARCH 31, 1999
                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from       to
                                                  ----------------

                             Commission File Number
                                     1-1861
                                     ------

                               THE CIT GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                           13-2994534
             --------                                           ----------
   (State or other jurisdiction of                            (IRS Employer
    incorporation or organization)                          Identification No.)

            1211 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK    10036
            -----------------------------------------------------------
            (Address of principal executive offices)         (Zip Code)

                                 (212) 536-1390
                                 --------------
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of April 30, 1999: Class A Common Stock - 161,903,765 shares.

================================================================================

<PAGE>

                      THE CIT GROUP, INC. AND SUBSIDIARIES
                                   (UNAUDITED)

          TABLE OF CONTENTS                                                PAGE
          -----------------                                                ----

PART I.  FINANCIAL INFORMATION

Item 1. Condensed Financial Statements                                   
             
        Consolidated Balance Sheets - March 31, 1999 and
          December 31, 1998.                                                   2

        Consolidated Income Statements for the three month
          periods ended March 31, 1999 and 1998.                               3

        Consolidated Statements of Changes in Stockholders' Equity for
          the three month periods ended March 31, 1999 and 1998.               4

        Consolidated Statements of Cash Flows for the three month
          periods ended March 31, 1999 and 1998.                               5

        Notes to Condensed Consolidated Financial Statements.                6-8

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               9-28

PART II. OTHER INFORMATION

  Item 6.     Exhibits and Reports on Form 8-K                                29

================================================================================
Statements  contained  in this  Form  10-Q  that are not  historical  facts  are
forward-looking  statements,  as that term is defined in the Private  Securities
Litigation  Reform  Act of 1995.  Because  such  statements  involve  risks  and
uncertainties,  actual  results may differ  materially  from those  expressed or
implied  by  such  forward-looking  statements.  Such  risks  and  uncertainties
include,   but  are  not  limited  to,  potential  changes  in  interest  rates,
competitive factors,  and general economic  conditions.
================================================================================

                          PART I. FINANCIAL INFORMATION

      Certain  information  and footnote  disclosures  normally  included in the
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted  pursuant to the rules and
regulations  of the Securities and Exchange  Commission.  It is suggested  these
condensed  consolidated  financial  statements be read in  conjunction  with the
consolidated financial statements and notes thereto included in the December 31,
1998 Annual  Report on Form 10-K for The CIT Group,  Inc.  ("we",  "our",  "us",
"CIT", or the "Company").


                                       1
<PAGE>

                      THE CIT GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              (Amounts in Millions)

                                                         March 31,  December 31,
                                                         ---------  ------------
Assets                                                     1999         1998
------                                                   ---------  ------------
Financing and leasing assets                           (unaudited)

Loans
  Commercial                                            $ 11,715.6   $ 11,415.5
  Consumer                                                 4,147.7      4,266.9
Lease receivables                                          4,212.8      4,173.6
                                                        ----------   ----------
  Finance receivables                                     20,076.1     19,856.0
Reserve for credit losses                                   (265.8)      (263.7)
                                                        ----------   ----------
  Net finance receivables                                 19,810.3     19,592.3
Operating lease equipment, net                             3,178.2      2,774.1
Consumer finance receivables held for sale                   985.4        987.4
Cash and cash equivalents                                    188.9         73.6
Other assets                                                 905.8        875.7
                                                        ----------   ----------
Total assets                                            $ 25,068.6   $ 24,303.1
                                                        ==========   ==========
Liabilities and Stockholders' Equity
------------------------------------
Debt
Commercial paper                                        $  5,809.3   $  6,144.1
Variable rate senior notes                                 4,426.1      4,275.0
Fixed rate senior notes                                    8,530.7      8,032.3
Subordinated fixed rate notes                                200.0        200.0
                                                        ----------   ----------
  Total debt                                              18,966.1     18,651.4
Credit balances of factoring clients                       1,584.3      1,302.1
Accrued liabilities and payables                             764.6        694.3
Deferred federal income taxes                                729.9        703.7
                                                        ----------   ----------
  Total liabilities                                       22,044.9     21,351.5
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely debentures of the Company                           250.0        250.0

Stockholders' equity
Class A Common Stock, par value $0.01 per share;
  Authorized 700,000,000 shares
  Issued: 163,202,941 shares in 1999 and
    163,144,879 shares in 1998
  Outstanding: 161,998,220 shares in 1999 and
    162,176,949 shares in 1998                                 1.7          1.7
Paid-in capital                                              956.1        952.5
Retained earnings                                          1,848.5      1,772.8
Treasury stock at cost (1,204,721 shares in 1999
  and 967,930 shares in 1998; Class A Common Stock)          (32.6)       (25.4)
                                                        ----------   ----------
Total stockholders' equity                                 2,773.7      2,701.6
                                                        ----------   ----------
Total liabilities and stockholders' equity              $ 25,068.6   $ 24,303.1
                                                        ==========   ==========

See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

                      THE CIT GROUP, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
               (Amounts in Millions, except Net Income per Share)

                                                            For the Three Months
                                                              Ended March 31,
                                                            --------------------
                                                              1999        1998
                                                              ----        ----
                                                               (unaudited)

Finance income                                               $541.5       $472.6
Interest expense                                              273.3        244.6
                                                             ------       ------
  Net finance income                                          268.2        228.0

Fees and other income                                          64.7         66.4
                                                             ------       ------
  Operating revenue                                           332.9        294.4
                                                             ------       ------
Salaries and general operating expenses                       109.0        101.7
Provision for credit losses                                    21.9         22.5
Depreciation on operating lease equipment                      56.1         38.3
Minority interest in subsidiary trust holding
 solely debentures of the Company                               4.8          4.8
                                                             ------       ------
  Operating expenses                                          191.8        167.3
                                                             ------       ------

Income before provision for income taxes                      141.1        127.1
Provision for income taxes                                     49.2         45.4
                                                             ------       ------
Net income                                                   $ 91.9       $ 81.7
                                                             ======       ======
Net income per basic share                                   $ 0.57       $ 0.50
Net income per diluted share                                 $ 0.57       $ 0.50

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                      THE CIT GROUP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                              (Amounts in Millions)

                                                           Three Months Ended
                                                                March 31,
                                                     ---------------------------
                                                         1999            1998
                                                         ----            ----
                                                               (unaudited)

Balance, January 1                                   $ 2,701.6        $ 2,432.9
Net income                                                91.9             81.7
Dividends declared                                       (16.2)           (16.3)
Treasury stock purchased                                  (7.2)              --
Other                                                      3.6              1.4
                                                     ---------        ---------
Balance, March 31                                    $ 2,773.7        $ 2,499.7
                                                     =========        =========

See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>

                      THE CIT GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Amounts in Millions)

                                                      Three Months Ended
                                                           March 31,
                                                      ------------------
                                                     1999            1998
                                                     ----            ----
                                                          (unaudited)

CASH FLOWS FROM OPERATIONS

Net income                                              $  91.9     $  81.7
Adjustments to reconcile net income to net
   cash flows from operations:
 Provision for credit losses                               21.9        22.5
 Depreciation and amortization                             73.1        44.3
 Provision for deferred federal income taxes               26.2        11.2
 Gains on asset and receivable sales                      (14.0)      (21.3)
 Increase in accrued liabilities and payables              72.0        44.1
 Increase in other assets                                 (53.1)      (59.7)
 Other                                                     15.7         6.6
                                                        -------     -------
  Net cash flows provided by operations                   233.7       129.4
                                                        -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES

Loans extended                                         (7,827.7)   (8,327.8)
Collections on loans                                    7,485.0     7,847.3
Proceeds from asset and receivable sales                  775.2        71.3
Purchases of assets to be leased                         (472.5)     (228.3)
Purchase of loan portfolios                              (202.0)     (250.7)
Net increase in short-term factoring receivables          (91.4)     (161.7)
Purchases of investment securities                         (2.7)       (2.3)
Proceeds from sales of assets received in
  satisfaction of loans                                     1.6        11.6
Other                                                      (5.2)       (6.9)
                                                        -------     -------

  Net cash flows used for investing activities           (339.7)   (1,047.5)
                                                        -------     -------


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of variable and fixed 
  rate notes                                            2,248.4     1,557.9
Repayments of variable and fixed rate notes            (1,598.9)     (761.5)
Net (decrease) increase in commercial paper              (334.8)      275.9
Repayments of nonrecourse leveraged lease debt            (70.0)      (52.4)
Cash dividends paid                                       (16.2)         --
Purchase of treasury stock                                 (7.2)         --
                                                       --------    --------
  Net cash flows provided by financing activities         221.3     1,019.9
                                                       --------    --------
Net increase in cash and cash equivalents                 115.3       101.8
Cash and cash equivalents, beginning of period             73.6       140.4
                                                       --------    --------
Cash and cash equivalents, end of period               $  188.9    $  242.2
                                                       ========    ========

Supplemental disclosures

Interest paid                                          $  225.7    $  192.0
Federal and state and local income taxes paid          $    3.4    $    4.6

See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>

                      THE CIT GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Basis of Presentation

We  believe  all  adjustments  (all of  which  are  normal  recurring  accruals)
necessary for a fair  statement of financial  position and results of operations
for these  periods  have been made;  however,  results for  interim  periods are
subject to year-end  audit  adjustments.  Results  for  interim  periods are not
necessarily indicative of results for a full year.

Note 2--Earnings Per Share

The  reconciliation of the numerator and denominator of basic earnings per share
("EPS") with that of diluted EPS is presented below.

<TABLE>
<CAPTION>

===============================================================================================================
                                                    For the Three Months Ended March 31,
                         --------------------------------------------------------------------------------------
                                            1999                                           1998
                         -------------------------------------------   ----------------------------------------
                            Income        Shares        Per Share       Income         Shares         Per Share
                         (Numerator)   (Denominator)     Amount       (Numerator)   (Denominator)      Amount
                         -----------   -------------    ---------     -----------   -------------      -------
                                                         Dollar Amounts in Millions
                                                         (except per share amounts)
<S>                       <C>           <C>             <C>            <C>           <C>               <C>     

Basic EPS:
Income available to
 common shareholders      $ 91.9        161,166,060     $  0.57        $   81.7      162,225,000       $   0.50
                                                        ========                                       ========
Effect of Dilutive
 Securities:
  Restricted shares           --            962,291                          --          947,098
  Stock options               --            292,676                          --          326,286
                          ------        -----------                    --------      -----------
Diluted EPS               $ 91.9        162,421,027     $  0.57        $   81.7      163,498,384       $   0.50
                          ======        ===========     ========       ========      ===========       ========

===============================================================================================================
</TABLE>
                                             


                                       6
<PAGE>

Note 3 - Business Segment Information

The  following   table  presents   reportable   segment   information   and  the
reconciliation to the consolidated totals as of March 31, 1999 and 1998.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                    Equipment
                                    Financing     Commercial                     Total        Corporate    Consolidated
                                   and Leasing     Finance       Consumer       Segments      and Other       Total
                                   -----------     -------       --------       --------      ---------       -----
<S>                              <C>             <C>            <C>          <C>              <C>              <C>  
March 31, 1999                                                 (Dollars in Millions)
Operating revenue                $   177.2       $   89.4       $   58.8     $   325.4        $    7.5     $   332.9
Net income                            56.5           28.5           13.0          98.0            (6.1)         91.9
Total managed assets              13,640.2        5,466.4        7,913.4      27,020.0            84.6      27,104.6

March 31, 1998
Operating revenue                    146.5           85.5          48.9          280.9            13.5         294.4
Net income                            48.1           30.2           9.0           87.3            (5.6)         81.7
Total managed assets              11,906.8        4,514.4       6,810.9       23,232.1            63.3      23,295.4
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Note 4 - Pending Acquisition

On March 8, 1999, we announced that we would acquire  Newcourt Credit Group Inc.
("Newcourt") in an exchange of common stock. Under the terms of the transaction,
which will be accounted for on a purchase basis, 0.92 shares of our common stock
will be exchanged  for each  outstanding  share of Newcourt  common  stock.  The
transaction  is  expected  to close  during the third  quarter  of 1999,  and is
conditioned upon, among other things, regulatory and stockholder approval.

On May 5, 1999, we announced the following:

                             -----------------------

Albert R. Gamper,  Jr.  President and Chief Executive  Officer of The CIT Group,
Inc.,  (NYSE:CIT)  in  commenting  on Newcourt  Credit Group  Inc.'s  (NYSE:NCT;
TSE:NCT) first quarter earnings  announcement,  said, "We learned this week that
Newcourt's  first quarter earnings would fall short of market  expectations.  We
have been told by Newcourt  management  that business volume across all business
lines is strong and that core business remains sound.


                                       7
<PAGE>

The  reduced  securitization  in the first  quarter  is  consistent  with  CIT's
approach in keeping  assets on the balance  sheet.  In light of the shortfall in
the first quarter earnings,  we will be reviewing Newcourt's financials with its
management."
                            -----------------------

The process of this review began the week of May 10, 1999.

Newcourt is headquartered in Toronto,  Canada and its stock is traded on the New
York,  Toronto,  and  Montreal  Stock  Exchanges.  Newcourt  is an  independent,
non-bank financial services  enterprise with worldwide  operations  primarily in
the United States,  Canada and Europe,  with a market leadership position in the
vendor  financing  business.  Newcourt  focuses on the  commercial and corporate
finance segments of the asset-based financing market and originates,  co-invests
in and sells asset-based  financings including secured loans,  conditional sales
contracts, and financial leases.


                                       8

<PAGE>

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS 

OVERVIEW

Net income for the quarters  ended March 31, 1999 and 1998 totaled $91.9 million
and  $81.7  million,  respectively.  Earnings  per  diluted  share for the first
quarter of 1999 increased  14.0% to $0.57 from $0.50 in 1998. The improved first
quarter 1999 earnings reflect continued strong portfolio growth,  low commercial
net credit losses, and further improvements in operating efficiency.

Return on equity for the first  quarter of 1999 was 13.5%  compared to 13.2% for
the same period in 1998.  Return on average earning assets ("AEA") for the first
quarter of 1999 was 1.63% compared to 1.71% for the first quarter of 1998.

Managed assets,  comprised of financing and leasing assets and consumer  finance
receivables  previously securitized that we continue to manage, totaled a record
$27.1  billion at March 31,  1999,  an increase  of 16.3% from $23.3  billion at
March 31, 1998 and up 3.4% from $26.2  billion at December 31,  1998.  Financing
and leasing assets increased 15.5% to $24.3 billion at March 31, 1999 from $21.1
billion at March 31, 1998, and increased 2.6% from $23.7 billion at December 31,
1998.


                                       9
<PAGE>

NET FINANCE INCOME

A comparison of 1999 and 1998 net finance income is set forth below.
--------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                 --------------------------------------------------------------
                                                             March 31,                           Increase
                                                  --------------------------------     ------------------------
                                                    1999                1998            Amount        Percent
                                                    ----                ----            ------        -------
                                                                    (Dollar Amounts in Millions)
<S>                                              <C>                <C>               <C>               <C>  
Finance income                                   $    541.5         $    472.6        $     68.9        14.6%
Interest expense                                      273.3              244.6              28.7        11.7%
                                                 ----------         ----------        ----------        ----
Net finance income                               $    268.2         $    228.0        $     40.2        17.6%
                                                 ==========         ==========        ==========        ====

AEA                                              $ 22,603.8         $ 19,083.3        $  3,520.5        18.4%
                                                 ==========         ==========       ===========        ====

Net finance income as a % of AEA                       4.75%              4.78%
                                                       ====               ====
--------------------------------------------------------------------------------
</TABLE>

Finance income for the three months ended March 31, 1999 increased $68.9 million
or 14.6% from the comparable 1998 period. As a percentage of AEA, finance income
(excluding interest income relating to short-term interest-bearing deposits) was
9.47% for the first  quarter ended March 31, 1999 compared to 9.76% for the same
quarter of 1998.  The decline in yield of 29 basis points was  primarily  due to
the  decline  in  market  interest  rates  as  well  as the  highly  competitive
marketplace.

Interest  expense for the three  months  ended March 31,  1999  increased  $28.7
million  or 11.7% from the  comparable  1998  period.  As a  percentage  of AEA,
interest   expense   (excluding   interest   expense   relating  to   short-term
interest-bearing  deposits  and  dividends  related to the  Company's  preferred
capital securities) for the first quarter of 1999 decreased to 4.72% from 4.98%.
The decline of 26 basis points from the comparable period of 1998 reflects lower
market rates.

We seek to mitigate interest rate risk by matching the repricing characteristics
of our assets with our  liabilities.  This  strategy  is, in part,  accomplished
through the use of interest rate swaps. A


                                       10
<PAGE>

comparative analysis of the weighted average principal  outstanding and interest
rates paid on our debt for the three  month  periods  ended  March 31,  1999 and
1998,  before and after giving  effect to interest  rate swaps,  is shown in the
following table.

<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31, 1999
                                                   ------------------------------------------------------------
                                                           Before Swaps                        After Swaps
                                                   ------------------------------     -------------------------
<S>                                                   <C>             <C>                <C>              <C>  
                                                                     (Dollar Amounts in Millions)
Commercial paper and variable rate senior
   notes                                              $ 10,669.8      5.01%               $  8,335.4      4.97%
Fixed rate senior and subordinated notes                 8,498.5      6.21%                 10,832.9      6.27%
                                                      ----------                          ----------
Composite interest rate paid                          $ 19,168.3      5.54%               $ 19,168.3      5.71%
                                                      ==========                          ==========


                                                                   Three Months Ended March 31, 1998
                                                   ------------------------------------------------------------
                                                           Before Swaps                        After Swaps
                                                   ------------------------------     -------------------------
                                                                     (Dollar Amounts in Millions)
Commercial paper and variable rate senior
   notes                                              $  8,520.7      5.66%               $  6,052.4      5.61%
Fixed rate senior and subordinated notes                 7,056.5      6.41%                  9,524.8      6.48%
                                                      ----------                          ----------
Composite interest rate paid                          $ 15,577.2      6.00%               $ 15,577.2      6.14%
                                                      ==========                          ==========
</TABLE>

Our interest rate swaps principally convert floating rate debt to fixed interest
rates.  We do not enter into  derivative  financial  instruments  for trading or
speculative  purposes.  The weighted average composite interest rate after swaps
increased from the weighted average composite interest rate before swaps in each
period,  primarily  because a larger proportion of our debt, after giving effect
to interest  rate swaps,  was subject to a fixed  interest  rate.  However,  the
weighted  average  interest  rates before swaps do not  necessarily  reflect the
interest  expense that would have been incurred had we chosen to manage interest
rate risk without the use of such swaps.


                                       11
<PAGE>

FEES AND OTHER INCOME

For the three months ended March 31, 1999,  fees and other income  totaled $64.7
million,  compared to $66.4 million for the first quarter of 1998. Strong growth
in lending fees in our commercial finance and equipment financing businesses, as
well as  factoring  fees and other  income,  were  offset by lower gains on both
sales of leasing equipment,  due to less equipment coming off lease, and venture
capital  investments.  The following table sets forth the components of fees and
other income.

--------------------------------------------------------------------------------
                                                        Three Months Ended
                                                             March 31,
                                                    ----------------------------
                                                    1999                    1998
                                                    ----                    ----
                                                    (Dollar Amounts in Millions)

Factoring commissions                               $ 24.0                 $23.0
Fees and other income                                 30.9                  22.1
Gains on sales of leasing equipment                    9.2                  14.8
Gains on securitizations                               0.6                    --
Gains on sales of venture capital investments           --                   6.5
                                                    ------                 -----
                                                    $ 64.7                 $66.4
                                                    ======                 =====
--------------------------------------------------------------------------------

SALARIES AND GENERAL OPERATING EXPENSES

Salaries  and general  operating  expenses  increased by $7.3 million or 7.2% to
$109.0  million  in the  first  quarter  of  1999  from  $101.7  million  in the
comparable  1998 period.  The increase in expenses  reflects  continued  product
expansion in the equipment  finance segment,  incremental  costs relating to the
restructuring of our sales finance business, and normal expense increases.


                                       12
<PAGE>

Management  monitors  productivity  via the  efficiency  ratio  and the ratio of
salaries and general operating expenses to average managed assets ("AMA"). These
ratios are set forth in the following table.

--------------------------------------------------------------------------------
                                                             Three Months Ended
                                                                 March 31,
                                                          ----------------------
                                                          1999             1998
                                                          ----             ----

Efficiency ratio                                          40.1%            40.5%
Salaries and general operating expenses
   as a percentage of AMA                                 1.73%            1.90%
--------------------------------------------------------------------------------

The  improvement in the ratios  reflects the success of continuing  productivity
initiatives  and our ability to leverage our existing  operating  structure  and
investment technology.

RESERVE AND PROVISION FOR CREDIT LOSSES/CREDIT QUALITY

The reserve for credit losses is periodically  reviewed for adequacy considering
economic conditions,  collateral values and credit quality indicators, including
charge-off  experience,  and levels of past due loans and nonperforming  assets.
The  reserve  increased  by $2.1  million  to $265.8  million  (1.32% of finance
receivables)   at  March  31,  1999  from  $263.7   million  (1.33%  of  finance
receivables)  at December 31,  1998. A measure of reserve  adequacy and strength
used by us and in our  industry  is the ratio of the balance  sheet  reserve for
credit losses to trailing twelve-month net credit losses. This ratio, 3.34 times
at March 31, 1999, remained relatively unchanged from 3.35 times at December 31,
1998. The  relationship  of the reserve for credit losses to nonaccrual  finance
receivables  was 121.8% at March 31, 1999  compared  to 124.7% at  December  31,
1998.


                                       13
<PAGE>

The provision for credit losses for the first quarter of 1999 was $21.9 million,
down slightly from $22.5 million in the first quarter of 1998.

For the  quarter  ended March 31,  1999,  net credit  losses were $20.9  million
(0.42% of average  finance  receivables)  as compared to $20.0 million (0.45% of
average finance receivables) for the same period last year.

The  following  table sets forth net credit  losses as a  percentage  of average
finance  receivables  (annualized),  excluding consumer finance receivables held
for sale.

--------------------------------------------------------------------------------
                                                  Three Months Ended March 31,
                                                  ------------------------------
                                                   1999                   1998
                                                   ----                   ----

Equipment Financing and Leasing                    0.11%                  0.30%
Commercial Finance                                 0.43%                  0.18%
                                                   ----                   ----
   Total Commercial                                0.22%                  0.27%
                                                   ----                   ----
Consumer                                           1.17%                  1.17%
                                                   ----                   ----
   Total                                           0.42%                  0.45%
                                                   ====                   ====
--------------------------------------------------------------------------------

Overall,  commercial  net credit losses were down slightly from 0.27% in 1998 to
0.22% in 1999, and consumer net credit losses were unchanged at 1.17%. Equipment
Financing  and  Leasing net credit  losses  declined  on  continued  good credit
quality.  The increase in Commercial Finance net credit losses was primarily due
to a large recovery in the first quarter of 1998.

As a percentage of average  consumer managed finance  receivables,  consumer net
credit  losses were 0.97% during the first quarter of 1999 compared to 0.90% for
the same period in 1998.


                                       14
<PAGE>

PAST DUE AND NONPERFORMING ASSETS

The following table sets forth certain information concerning past due and total
nonperforming  assets (and the related  percentages of finance  receivables)  at
March 31, 1999 and December 31, 1998.

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        At March 31,                   At December 31,
                                                            1999                            1998
                                                 ---------------------------    ------------------------------
                                                                 (Dollar Amounts in Millions)
<S>                                                  <C>             <C>            <C>              <C>  
Finance receivables, past due 60 days
  or more
  Equipment Financing and
   Leasing                                           $  176.5        1.69%          $   149.9        1.41%
  Commercial Finance                                     40.6        0.74%               32.1        0.64%
                                                     --------        ----           ---------        ----
    Total Commercial Segments                           217.1        1.36%              182.0        1.17%
                                                     --------        ----           ---------        ----
  Consumer Finance                                      147.9        3.57%              166.0        3.89%
                                                     --------        ----           ---------        ----
       Total                                         $  365.0        1.82%          $   348.0        1.75%
                                                     ========        ====           =========        ====

Total nonperforming assets
  Equipment Financing and
   Leasing                                           $  131.4        1.26%          $   135.2        1.27%
  Commercial Finance                                     22.5        0.41%               14.5        0.29%
                                                     --------        ----           ---------        ----
    Total Commercial Segments                           153.9        0.97%              149.7        0.96%
                                                     --------        ----           ---------        ----
  Consumer Finance                                      128.4        3.09%              129.0        3.02%
                                                     --------        ----           ---------        ----
       Total                                         $  282.3        1.41%          $   278.7        1.40%
                                                     ========        ====           =========        ====
</TABLE>
--------------------------------------------------------------------------------
Nonperforming  assets reflect both finance  receivables on nonaccrual status and
assets received in satisfaction of loans.

From time to time,  financial or operational  difficulties  may adversely affect
future payments  relating to certain  operating lease equipment.  Such operating
lease  equipment  is not  included in the totals for past due and  nonperforming
assets.  At March 31, 1999,  operations  at an oil refinery were subject to such
difficulties. The aggregate carrying value of this asset was


                                       15
<PAGE>

approximately  $26 million.  We do not believe  these  difficulties  will have a
material  adverse effect on our  consolidated  financial  position or results of
operations.

OPERATING LEASE EQUIPMENT

The operating lease  equipment  portfolio was $3.2 billion at March 31, 1999, up
14.6% from December 31, 1998 and up 54.7% from March 31, 1998,  driven primarily
by growth in rail transport,  construction,  and commercial  aircraft equipment.
Depreciation  for the quarter  ended March 31, 1999 was $56.1  million,  up from
$38.3 million for the same period in 1998 due to growth in the portfolio.

INCOME TAXES

The  effective  income  tax rates for the first  quarters  of 1999 and 1998 were
34.9% and 35.7%,  respectively.  The decrease in the 1999 effective tax rate was
primarily the result of lower state and local income taxes.


                                       16
<PAGE>

FINANCING AND LEASING ASSETS

Managed  assets grew $888.3  million  (3.4%) to $27.1  billion  during the first
quarter of 1999,  and  financing and leasing  assets  increased  $624.9  million
(2.6%) to $24.3 billion, as presented in the following table.

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           At March 31,     At December 31,            Change
                                                              1999               1998            Amount      Percent
                                                           -----------      ---------------      ------      -------
                                                                        (Dollar Amounts in Millions)
<S>                                                         <C>             <C>                 <C>           <C>   

Equipment Financing:
  Finance receivables                                       $   8,456.4     $  8,497.6          $ (41.2)      (0.5%)
  Operating lease equipment, net                                  862.9          765.1             97.8       12.8
                                                            -----------     ----------          -------       ----  
    Total                                                       9,319.3        9,262.7             56.6        0.6 
                                                            -----------     ----------          -------       ----
Capital Finance:
  Finance receivables                                           1,603.3        1,655.4            (52.1)      (3.1)
  Operating lease equipment, net (1)                            2,289.5        1,982.0            307.5       15.5
                                                            -----------     ----------          -------       ----
                                                                3,892.8        3,637.4            255.4        7.0
  Liquidating portfolio(1) (2)                                    428.1          466.9            (38.8)      (8.3)
                                                            -----------     ----------          -------       ----
    Total                                                       4,320.9        4,104.3            216.6        5.3
                                                            -----------     ----------          -------       ----

  Total Equipment Financing & Leasing                          13,640.2       13,367.0            273.2        2.0
                                                            -----------     ----------          -------       ----

Commercial Services                                             2,863.5        2,481.8            381.7       15.4
Business Credit                                                 1,609.6        1,477.9            131.7        8.9
Credit Finance                                                    993.3        1,036.5            (43.2)      (4.2)
                                                            -----------     ----------          -------       ----
  Total Commercial Finance                                      5,466.4        4,996.2            470.2        9.4
                                                            -----------     ----------          -------       ----

  Total Commercial Segments                                    19,106.6       18,363.2            743.4        4.0
                                                            -----------     ----------          -------       ----

Other - Equity Investments                                         84.6           81.9              2.7        3.3
                                                            -----------     ----------          -------       ----
Consumer Finance                                                2,342.8        2,244.4             98.4        4.4
Sales Financing                                                 2,790.3        3,009.9           (219.6)      (7.3)
                                                            -----------     ----------          -------       ----
  Total Consumer Segment                                        5,133.1        5,254.3           (121.2)      (2.3)
                                                            -----------     ----------          -------       ----

  Total Financing and Leasing Assets                           24,324.3       23,699.4            624.9        2.6
                                                            -----------     ----------          -------       ----
Finance receivables previously securitized:
  Consumer Finance                                                554.9          607.6            (52.7)      (8.7)
  Sales Financing                                               2,225.4        1,909.3            316.1       16.6
                                                            -----------     ----------          -------       ----
      Total                                                     2,780.3        2,516.9            263.4       10.5
                                                            -----------     ----------          -------       ----
   Total Managed Assets - Consumer Segment                      7,913.4        7,771.2            142.2        1.8
                                                            -----------     ----------          -------       ----

    Total Managed Assets                                    $  27,104.6     $ 26,216.3          $ 888.3        3.4%
                                                            ===========     ==========          =======       ====
</TABLE>

(1)   Operating  lease  equipment,  net, of $25.8  million and $27.0 million are
      included in the liquidating  portfolios at March 31, 1999 and December 31,
      1998,  respectively.  

(2)   Consists primarily of oceangoing maritime and project finance.

--------------------------------------------------------------------------------

                                       17
<PAGE>

Strong  originations  in rail and  construction  resulted in first  quarter 1999
growth in the Equipment  Financing and Leasing operating lease  portfolios.  The
growth in the Commercial  Finance segment resulted from strong 1999 new business
generation and seasonal growth in factoring.

Consumer  managed  assets  increased to $7.9 billion at March 31, 1999 from $7.8
billion at December 31, 1998, up 1.8%.

Financing and Leasing Assets Composition

Our ten largest  financing and leasing  asset  accounts at March 31, 1999 in the
aggregate  accounted for 4.7% of the total financing and leasing assets,  all of
which are  commercial  accounts  secured by  equipment,  accounts  receivable or
inventories.

Geographic Composition

The following table presents financing and leasing assets by customer location.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        At March 31,1999                At December 31, 1998
                                                 -------------------------------   -------------------------------
                                                      Amount        Percent            Amount         Percent
                                                      ------        -------            ------         -------
                                                                   (Dollar Amounts in Millions)
<S>                                                <C>               <C>              <C>              <C>  
United States
  West                                             $ 5,675.5         23.3%            $  5,583.2       23.6%
  Northeast                                          5,254.7         21.6                5,143.9       21.7
  Midwest                                            5,091.2         20.9                4,895.3       20.7
  Southeast                                          3,522.7         14.5                3,492.3       14.7
  Southwest                                          3,155.7         13.0                2,993.3       12.6
Foreign (principally commercial aircraft)            1,624.5          6.7                1,591.4        6.7
                                                  ----------        -----             ----------       -----
  Total                                            $24,324.3        100.0%            $ 23,699.4       100.0%
                                                   =========        =====             ==========       =====
</TABLE>
--------------------------------------------------------------------------------


                                       18
<PAGE>

Our managed asset geographic  diversity does not differ  significantly  from our
owned asset geographic diversity.  Additionally, our financing and leasing asset
portfolio is diversified by state. At March 31, 1999,  only California  (12.5%),
Texas (8.9%),  and New York (7.8%) accounted for more than 4.4% of financing and
leasing assets.

Industry Composition

The following  table  presents  financing and leasing  assets by major  industry
class.

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      At March 31, 1999                    At December 31, 1998
                                               ---------------------------------      -------------------------------
                                                   Amount         Percent                 Amount         Percent
                                                                   (Dollar Amounts in Millions)

<S>          <C>                               <C>                 <C>                 <C>                <C>  
Manufacturing(1)                               $     5,375.7       22.1%               $    5,117.0       21.6%
Home mortgage(2)                                     2,342.8        9.6                     2,244.4        9.5
Commercial airlines(3)                               2,314.6        9.5                     2,325.4        9.8
Retail                                               2,191.4        9.0                     1,882.1        7.9
Construction equipment                               2,047.3        8.4                     1,947.4        8.2
Transportation(4)                                    1,990.4        8.2                     1,777.6        7.5
Manufactured housing(5)                              1,516.6        6.2                     1,417.5        6.0
Other(6)(7)                                          6,545.5       27.0                     6,988.0       29.5
                                               -------------     ------                ------------      -----
   Total                                       $    24,324.3      100.0%               $   23,699.4      100.0%
                                               =============      =====                ============      =====
</TABLE>

--------------------------------------------------------------------------------
(1)Includes  various  categories  of  manufacturers,  including  steel and metal
   products,  textiles  and  apparel,  printing  and  paper  products  and other
   industries.  No individual  category is greater than 4.1% of total  financing
   and leasing assets.

(2)On a managed  asset basis,  home mortgage  outstandings  were $2.9 billion or
   10.7% of managed  assets at March 31, 1999 as compared  with $2.9  billion or
   10.9% at December 31, 1998.

(3)Commercial  airlines  were 8.5% of  managed  assets at March  31,  1999.  See
   "--Concentrations"   below  for  a  discussion  of  the  commercial   airline
   portfolio.

(4)Includes rail, bus, over-the-road trucking and business aircraft.

(5)On a  managed  asset  basis,  manufactured  housing  outstandings  were  $1.8
   billion  or 6.6% of  managed  assets at March 31,  1999 as  compared  to $1.7
   billion or 6.5% at December 31, 1998.

(6)Includes various categories, none of which is greater than 4.1%.

(7)On a managed asset basis,  recreation vehicle  outstandings were $1.9 billion
   or 7.0% of managed assets at March 31, 1999 as  compared  to $1.9  billion or
   7.2% at  December  31,  1998.  On a managed  asset basis,  recreational  boat
   outstandings were $1.1 billion or 4.0% of managed assets at March 31, 1999 as
   compared to $1.0 billion or 4.0% of managed assets at December 31, 1998.

--------------------------------------------------------------------------------

                                       19
<PAGE>

Concentrations

Commercial Airline Industry

Commercial  airline  financing and leasing  assets totaled $2.3 billion (9.5% of
total  financing  and leasing  assets) at March 31,  1999,  unchanged  from $2.3
billion (9.8%) at December 31, 1998.  These  financing and leasing assets relate
to commercial aircraft and ancillary equipment. Over the past few years, we have
been growing this portfolio,  and more recently we decided to expand our product
offerings to include newly manufactured commercial aircraft. Early in the second
quarter of 1999, we entered into an agreement with Airbus Industries to purchase
30 aircraft,  with options to acquire additional units.  Deliveries of these new
aircraft  are  scheduled  to take place over a five year period  starting in the
fourth quarter of 2000.

The following table presents  information about the commercial  airline industry
portfolio. See also "Operating Lease Equipment".

--------------------------------------------------------------------------------
                                       At March 31, 1999    At December 31, 1998
                                       -----------------    --------------------
Finance Receivables                             (Dollar Amounts in Millions)
  Amount outstanding(1)                  $ 1,208.0               $ 1,230.7
  Number of obligors                          50                      54
Operating Lease Equipment, net
  Net carrying value                     $ 1,106.6               $ 1,094.7
  Number of obligors                          36                      33

Total                                    $ 2,314.6               $ 2,325.4
Number of obligors(2)                         69                      65
Number of aircraft(3)                        197                     206

(1)   Includes  accrued rents on operating leases that are classified as finance
      receivables in the Consolidated Balance Sheets.

(2)   Certain obligors are obligors under both finance  receivable and operating
      lease  transactions.  

(3)   Regulations established by the Federal Aviation Administration (the "FAA")
      limit the  maximum  permitted  noise an  aircraft  may  make.  A Stage III
      aircraft meets a more restrictive  noise level requirement than a Stage II
      aircraft.  The FAA has  issued  rules  that  phase out the use of Stage II
      aircraft in the United States by the year 2000.  Similar  restrictions  in
      Europe  phase out the use of Stage II aircraft by the year 2001.  At March
      31,  1999,  the  portfolio  consisted  of Stage III  aircraft  of $2,246.0
      million  (97.0%)  and Stage II aircraft of $50.8  million  (2.2%),  versus
      Stage III  aircraft of $2,246.0  million  (96.6%) and Stage II aircraft of
      $55.9 million (2.4%) at year-end 1998.
      --------------------------------------------------------------------------


                                       20
<PAGE>

We continue to reduce our Stage II commercial aircraft exposure and increase our
Stage III  exposure  because FAA rules phase out the use of Stage II aircraft by
the year 2000 in the United States. At March 31, 1999, Stage II aircraft totaled
2.2% of our commercial aircraft  portfolio,  divided equally between aircraft on
operating lease and collateral for full pay out debt obligations.

Foreign Outstandings

We are primarily a domestic lender, with foreign exposures limited mainly to the
commercial  airline  industry.  Financing and leasing assets to foreign obligors
are U.S. dollar  denominated and totaled $1.6 billion at both March 31, 1999 and
December 31, 1998.  The largest  exposures at March 31, 1999 were to obligors in
Belgium, $141.8 million (0.58% of financing and leasing assets),  France, $133.9
million  (0.55%),  Canada,  $117.1  million  (0.48%),  Ireland,  $103.0  million
(0.42%),  Mexico,  $102.3 million (0.42%) and Brazil, $96.8 million (0.40%). The
remaining  foreign  exposure  was  geographically   dispersed,   with  no  other
individual country exposure greater than $90 million.

Highly Leveraged Transactions ("HLTs")

We use the following criteria to classify a buyout financing or recapitalization
which equals or exceeds $20 million as an HLT:

      o     The  transaction  at least doubles the  borrower's  liabilities  and
            results in a leverage ratio (as defined) higher than 50%, or

      o     The transaction results in a leverage ratio higher than 75%, or

      o     The transaction is designated as an HLT by a syndication agent.


                                       21
<PAGE>

HLTs that we originated  and in which we  participated  totaled  $577.2  million
(2.4% of financing  and leasing  assets) at March 31, 1999 as compared to $561.1
million (2.4%) at December 31, 1998. The increase in HLT outstandings during the
first  quarter of 1999 was due to new  originations.  Our HLT  outstandings  are
generally secured by collateral,  as distinguished from HLTs that rely primarily
on cash flows  from  operations.  Unfunded  commitments  to lend in secured  HLT
situations  were $343.1 million at March 31, 1999,  compared with $287.6 million
at year-end 1998.

LIQUIDITY

We manage  liquidity  risk by monitoring  the relative  maturities of assets and
liabilities  and by borrowing  funds,  primarily  in the U.S.  money and capital
markets.  We use such cash to fund asset growth  (including the bulk purchase of
finance receivables and the acquisition of other finance-related businesses) and
to meet debt  obligations and other  commitments on a timely and  cost-effective
basis.  The  primary  sources  of  funding  are  commercial  paper   borrowings,
medium-term notes, and other term debt securities,  supplemented by asset-backed
securitizations.

During the first three months of 1999, commercial paper outstanding decreased by
$334.8  million  from $6.1 billion at December 31, 1998 to $5.8 billion at March
31, 1999.  During this period, we issued $1.4 billion of variable rate term debt
and $0.9  billion of fixed  rate term  debt.  Repayments  of debt  totaled  $1.6
billion  for the first  quarter  of 1999.  At March 31,  1999,  $7.6  billion of
registered,  but  unissued,  debt  securities  remained  available  under  shelf
registration statements, including $2.0 billion of European Medium-Term Notes.


                                       22
<PAGE>

At March 31, 1999, commercial paper borrowings were supported by $5.0 billion of
committed  revolving  credit-line  facilities,  representing  85.5% of operating
commercial  paper  outstanding  (commercial  paper  outstanding  less short-term
interest-bearing deposits).

As  part  of  our  continuing  program  of  accessing  the  public  and  private
asset-backed  securitization  markets as an additional liquidity source,  $470.5
million of recreational  boat finance  receivables were  securitized  during the
first  quarter of 1999.  At March 31,  1999,  $1.8  billion of  registered,  but
unissued, securities were available under shelf registration statements relating
to our asset-backed securitization program.

CAPITALIZATION

The following table presents information regarding our capital structure.

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                             At March 31,        At December 31,
                                                                                1999                  1998
                                                                             ------------        ---------------
                                                                                 (Dollar Amounts in Millions)
<S>                                                                          <C>                    <C>        
Commercial paper                                                             $  5,809.3             $   6,144.1
Term debt                                                                      13,156.8                12,507.3
                                                                             ----------             -----------
   Total debt                                                                  18,966.1                18,651.4
Company-obligated mandatorily redeemable preferred
 securities of subsidiary trust holding solely debentures
 of the Company                                                                   250.0                   250.0
Stockholders' equity                                                            2,773.7                 2,701.6
                                                                             ----------             -----------
   Total capitalization                                                      $ 21,989.8             $  21,603.0
                                                                             ==========             ===========
Total debt to stockholders' equity and Company-
 obligated mandatorily redeemable preferred securities of
 subsidiary trust holding solely debentures of the Company                        6.27x                   6.32x
Total debt and Company-obligated mandatorily
 redeemable preferred securities of subsidiary trust holding
 solely debentures of the Company to stockholders' equity                         6.93x                   7.00x
</TABLE>
--------------------------------------------------------------------------------


                                       23
<PAGE>

We believe we are well capitalized and that our capital structure is adequate to
support current operations and anticipated growth.

YEAR 2000 COMPLIANCE

Institutions around the world are reviewing and modifying their computer systems
to ensure they are Year 2000  compliant.  The issue,  in general terms,  is that
many  existing  computer  systems,  both  information   technology  systems  and
non-information  technology systems, contain date-based functions which use only
two digits to  identify a year in the date  field with the  assumption  that the
first two digits of the year are always "19". Consequently,  on January 1, 2000,
systems that are not Year 2000 compliant may read the year as 1900. Systems that
calculate, compare or sort using the incorrect date may malfunction.

We  continue  to address  the Year 2000 issue as it relates to our  systems  and
business.  We have developed a comprehensive  Year 2000 project to remediate our
information  technology  ("IT")  systems and to address  Year 2000 issues in our
non-IT systems. The process of remediation includes the following phases:


      o     Planning

      o     Assessing

      o     Designing (as necessary)
 
      o     Programming (as necessary)

      o     Testing and validation


                                       24
<PAGE>

We have categorized our IT systems as high,  medium or low priority with respect
to our ability to conduct  business.  As of March 31, 1999, we had  successfully
completed:

      o     the  planning,  assessing  and  designing  phases  for all of our IT
            systems

      o     the  programming  phase for all of our high and medium  priority  IT
            systems and 97% of all our IT systems

      o     the  testing  and  validation  phase for 99% of our high and  medium
            priority IT systems and 95% of all our IT systems.

We estimate that, at March 31, 1999, our Year 2000 project was approximately 99%
completed  for our high and medium  priority IT systems and 95%  completed  with
respect to all our IT systems. Our Year 2000 project is substantially completed.

A  majority  of the  software  used in our IT  systems  is  provided  by outside
vendors.  As of March 31, 1999 for our high and medium priority systems,  all of
our vendor  provided  software or software  upgrades have been designated by the
software vendors as Year 2000 compliant.

We continue to formulate a  contingency  plan for business  continuation  in the
event of Year 2000 systems failures.  This contingency plan formulation is based
upon  our  existing  disaster  recovery  and  business   continuity  plans  with
modifications  for Year 2000 risks.  We expect to complete  our IT systems  Year
2000  contingency  plan by June 30,  1999,  and to test  this  contingency  plan
thereafter.


                                       25
<PAGE>

Our non-IT systems used to conduct business at our facilities  consist primarily
of office equipment (other than computer and communications equipment) and other
equipment  at our  leased  office  facilities.  We have  inventoried  our non-IT
systems and have sent Year 2000  questionnaires  to our office equipment vendors
and landlords to determine the status of their Year 2000 readiness.

Since 1997, we have been actively  communicating  with third parties  concerning
the status of their Year 2000 readiness by, among other things,  sending written
Year 2000 inquiries. These third parties include our borrowers, obligors, banks,
investment banks, investors, vendors, manufacturers,  landlords and suppliers of
telecommunication  services  and  other  utilities.  As part of the  process  of
evaluating our options and attempting to mitigate third party risks, we continue
to collect  and analyze  information  from third  parties.  It is  difficult  to
predict the effect of any such third party non-readiness on our business.

Significant Year 2000 failures in our systems or in the systems of third parties
(or third parties upon whom they depend) could have a material adverse effect on
our  financial  condition  and  results  of  operations.  We  believe  that  our
reasonably  likely worst case Year 2000  scenario is (i) a material  increase in
our credit  losses due to Year 2000  problems for our borrowers and obligors and
(ii) disruption in financial  markets causing liquidity stress to us. The amount
of  these  potential  credit  losses  or the  degree  of  disruption  cannot  be
determined at this time.

The total  cost of our Year 2000  project is  expected  to be  approximately  $7
million, of which approximately $5.9 million has been incurred through March 31,
1999.  This amount  includes  the costs of  additional  hardware,  software  and
technology consultants, as well as the cost of our


                                       26
<PAGE>

systems  professionals  dedicated  to  achieving  Year  2000  compliance  for IT
systems.  We have  included  the cost of the Year  2000  project  in our  annual
budgets for  information  technology.  We have  postponed  some non-Year 2000 IT
expenditures and initiatives until after 2000 in order to concentrate  resources
on the Year 2000 issue. We do not expect that this will have a material  adverse
effect on our financial condition and results of operations.

All Year 2000 information provided herein is a "Year 2000 Readiness  Disclosure"
as defined in the Year 2000  Information  and  Readiness  Disclosure  Act and is
subject to the terms thereof. This Year 2000 information is provided pursuant to
securities  law  requirements  and it may not be  taken  as a form of  covenant,
warranty, representation or guarantee of any kind.


                                       27
<PAGE>

STATISTICAL DATA

The following  table  presents  components of net income as a percentage of AEA,
along with other selected financial data.

--------------------------------------------------------------------------------
                                                             Three Months Ended
                                                                  March 31,
                                                             -----------------
                                                              1999        1998
                                                              ----        ----
Finance income(1)                                             9.47%        9.76%

Interest expense(1)                                           4.72         4.98
                                                              ----         ----

  Net finance income                                          4.75         4.78

Fees and other income                                         1.14         1.39
                                                              ----         ----

  Operating revenue                                           5.89         6.17
                                                              ----         ----

Salaries and general operating expenses                       1.93         2.14

Provision for credit losses                                   0.39         0.47

Depreciation on operating lease equipment                     0.99         0.80

Minority interest in subsidiary trust holding solely
 debentures of the Company                                    0.08         0.10
                                                              ----         ----

  Operating expenses                                          3.39         3.51
                                                              ----         ----

Income before provision for income taxes                      2.50         2.66

Provision for income taxes                                    0.87         0.95
                                                              ----         ----

  Net income                                                  1.63%        1.71%
                                                              ====         ====

Average earning assets (in millions)                      $22,603.8    $19,083.3
                                                          =========    =========

(1)  Excludes  interest  income and  interest  expense  relating  to  short-term
interest-bearing deposits.
--------------------------------------------------------------------------------


                                       28
<PAGE>

                           PART II. OTHER INFORMATION
                           --------------------------

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a) Exhibit 12 - Computation of Ratios of Earnings to Fixed Charges.
         (b) Exhibit 27 - Financial Data Schedule.
         (c) A Form 8-K report  dated  January  28,  1999 was filed with the
             Commission  reporting the Company's  announcement  of financial
             results for the year ended December 31, 1999.

             A Form 8-K report dated February 22, 1999 was filed with the
             Commission setting forth a form T-1 Statement of Eligibility for
             Harris Trust and Savings Bank, as trustee for CIT Marine Trust
             1999-A.

             A Form 8-K  report  dated  March 8, 1999 was  filed  with the
             Commission reporting the Company's announcement of an agreement
             to acquire  Newcourt Credit Group Inc. and filing a copy of the
             Agreement  and  Plan of  Reorganization,  dated  as of March 7,
             1999, and certain information presented to analysts.

             A Form 8-K  report  dated  March 22,  1999 was  filed  with the
             Commission  containing pro forma financial  statements prepared
             by the Company  reflecting the pending  acquisition of Newcourt
             Credit Group Inc.


                                       29
<PAGE>

                                   SIGNATURES
                                   ----------

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

                                             The CIT Group, Inc.
                                             -------------------
                                             (Registrant)

                                             BY /s/ J. M. Leone
                                                ---------------
                                                J. M. Leone
                                                Executive Vice President and
                                                Chief Financial Officer
                                                (duly authorized and principal
                                                accounting officer)

DATE: May 14, 1999


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