<Page>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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

                                  FORM 10-Q/A

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

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

                         COMMISSION FILE NUMBER: 1-1861

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

                                 CIT GROUP INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<S>                                       <C>
                 NEVADA                                65-1051227
    (STATE OR OTHER JURISDICTION OF       (IRS EMPLOYER IDENTIFICATION NUMBER)
     INCORPORATION OR ORGANIZATION)
</Table>

             1211 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10036
             (Address of Registrant's principal executive offices)

                                 (212) 536-1390
                        (REGISTRANT'S TELEPHONE NUMBER)

                            TYCO CAPITAL CORPORATION
   (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 / /

    As of May 13, 2002, there were 100 shares of the Registrant's common stock
outstanding, all of which are held indirectly by Tyco International Ltd.

    THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A)
AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED
DISCLOSURE FORMAT.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<Page>
                               INTRODUCTORY NOTE

    This Amendment on Form 10-Q/A is being filed to restate the Company's
Consolidated Financial Statements for the quarter ended March 31, 2002. The
restatement to the financial statements herein reflects an impairment of
goodwill in accordance with SFAS No. 142, "Goodwill and Other Intangible
Assets", resulting in an estimated goodwill impairment charge of $4.51 billion.
This restatement has no impact on previously reported operating margin or net
cash provided by operations for any periods. See Notes 1 and 6, "Accounting
Change--Goodwill Amortization," to the company's Consolidated Financial
Statements for the quarter ended March 31, 2002 for further information
regarding the goodwill impairment.

    The impact on the Consolidated Statements of Income and Consolidated Balance
Sheet, as a result of the above impairment, is as follows ($ in millions):

<Table>
<Caption>
                                                         QUARTER ENDED             SIX MONTHS ENDED
                                                         MARCH 31, 2002             MARCH 31, 2002
                                                    ------------------------   ------------------------
                                                      AMOUNT                     AMOUNT
                                                    PREVIOUSLY                 PREVIOUSLY
                                                     REPORTED    AS RESTATED    REPORTED    AS RESTATED
                                                    ----------   -----------   ----------   -----------
                                                          (UNAUDITED)                (UNAUDITED)
<S>                                                 <C>          <C>           <C>          <C>
CONSOLIDATED STATEMENTS OF INCOME:
Operating margin..................................  $   485.3    $    485.3     $1,105.0     $ 1,105.0
Goodwill impairment...............................         --       4,512.7           --       4,512.7
Operating expenses................................      226.9       4,739.6        457.4       4,970.1
Income (loss) before income taxes.................      258.4      (4,254.3)       647.6      (3,865.1)
Net income (loss).................................      157.3      (4,355.4)       396.3      (4,116.4)

CONSOLIDATED BALANCE SHEET:
Goodwill, net.....................................  $ 6,896.1    $  2,383.4
Total assets......................................   48,896.2      44,383.5
Accumulated earnings (deficit)....................      648.7      (3,864.0)
Total shareholder's equity........................   11,012.7       6,500.0
</Table>

<Page>
                        CIT GROUP INC. AND SUBSIDIARIES
                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
PART I--FINANCIAL INFORMATION:

Item 1--Consolidated Financial Statements...................       1

  Consolidated Balance Sheets (Unaudited)...................       1

  Consolidated Statements of Income (Unaudited).............       2

  Consolidated Statements of Shareholder's Equity
    (Unaudited).............................................       3

  Consolidated Statements of Cash Flows (Unaudited).........       4

  Notes to Consolidated Financial Statements (Unaudited)....    5-20

Item 2--Management's Discussion and Analysis of Financial
  Condition and Results of Operations.......................   21-39

PART II--OTHER INFORMATION:

Item 6--Exhibits and Reports on Form 8-K....................      40

Signatures..................................................      41
</Table>
<Page>
                         PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                        CIT GROUP INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                 (IN MILLIONS)

<Table>
<Caption>
                                                              MARCH 31,    SEPTEMBER 30,
                                                                 2002          2001
                                                              ----------   -------------
                                                              (RESTATED)
<S>                                                           <C>          <C>
ASSETS
Financing and leasing assets:
  Finance receivables.......................................  $26,297.7      $31,879.4
  Reserve for credit losses.................................     (554.9)        (492.9)
                                                              ---------      ---------
  Net finance receivables...................................   25,742.8       31,386.5
  Operating lease equipment, net............................    6,604.0        6,402.8
  Finance receivables held for sale.........................      645.2        2,014.9
Interest in trade receivables, net of valuation reserve of
  $25.8.....................................................    2,510.9             --
Cash and cash equivalents...................................    2,257.8          808.0
Receivables from affiliates.................................         --          200.0
Goodwill, net...............................................    2,383.4        6,547.5
Other assets................................................    4,239.4        3,730.4
                                                              ---------      ---------
  TOTAL ASSETS..............................................  $44,383.5      $51,090.1
                                                              =========      =========

LIABILITIES AND SHAREHOLDER'S EQUITY
Debt:
  Commercial paper..........................................  $   709.9      $ 8,869.2
  Variable-rate bank credit facilities......................    8,518.4             --
  Variable-rate senior notes................................    8,700.5        9,614.6
  Fixed-rate senior notes...................................   15,806.1       17,113.9
  Subordinated fixed-rate notes.............................         --          100.0
                                                              ---------      ---------
Total debt..................................................   33,734.9       35,697.7
Credit balances of factoring clients........................    1,543.5        2,392.9
Accrued liabilities and payables............................    2,346.5        2,141.5
                                                              ---------      ---------
  TOTAL LIABILITIES.........................................   37,624.9       40,232.1
Company-obligated mandatorily redeemable preferred
  securities of subsidiary trust holding solely debentures
  of the Company............................................      258.6          260.0
Shareholder's Equity:
  Parent company investment.................................   10,422.4       10,422.4
  Accumulated (deficit) earnings............................   (3,864.0)         252.4
  Accumulated other comprehensive loss......................      (58.4)         (76.8)
                                                              ---------      ---------
  TOTAL SHAREHOLDER'S EQUITY................................    6,500.0       10,598.0
                                                              ---------      ---------
  TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY................  $44,383.5      $51,090.1
                                                              =========      =========
</Table>

          See Notes to Consolidated Financial Statements (Unaudited).

                                       1
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                 (IN MILLIONS)

<Table>
<Caption>
                                                     2002           2001           2002           2001
                                                  (SUCCESSOR)   (PREDECESSOR)   (SUCCESSOR)   (PREDECESSOR)
                                                  -----------   -------------   -----------   -------------
<S>                                               <C>           <C>             <C>           <C>
                                                       FOR THE QUARTERS             FOR THE SIX MONTHS
                                                        ENDED MARCH 31,               ENDED MARCH 31,
                                                  ---------------------------   ---------------------------
                                                  (RESTATED)                    (RESTATED)
FINANCE INCOME..................................   $ 1,106.7      $1,376.8       $ 2,305.7      $ 2,768.0
Interest expense................................       348.3         625.7           721.3        1,277.9
                                                   ---------      --------       ---------      ---------
Net finance income..............................       758.4         751.1         1,584.4        1,490.1
Depreciation on operating lease equipment.......       310.2         346.4           648.7          694.8
                                                   ---------      --------       ---------      ---------
Net finance margin..............................       448.2         404.7           935.7          795.3
Provision for credit losses.....................       195.0          68.3           307.9          132.1
                                                   ---------      --------       ---------      ---------
Net finance margin after provision for credit
  losses........................................       253.2         336.4           627.8          663.2
Other revenue...................................       232.1         211.6           477.2          428.9
                                                   ---------      --------       ---------      ---------
OPERATING MARGIN................................       485.3         548.0         1,105.0        1,092.1
                                                   ---------      --------       ---------      ---------
Salaries and general operating expenses.........       226.9         263.5           457.4          522.8
Goodwill amortization...........................          --          22.5              --           45.0
Goodwill impairment.............................     4,512.7            --         4,512.7             --
                                                   ---------      --------       ---------      ---------
OPERATING EXPENSES..............................     4,739.6         286.0         4,970.1          567.8
                                                   ---------      --------       ---------      ---------
(Loss) income before provision for income
  taxes.........................................    (4,254.3)        262.0        (3,865.1)         524.3
Provision for income taxes......................       (98.4)        (99.0)         (246.3)        (198.3)
Minority interest in subsidiary trust holding
  solely debentures of the Company, after tax...        (2.7)         (2.9)           (5.0)          (5.8)
                                                   ---------      --------       ---------      ---------
NET (LOSS) INCOME...............................   $(4,355.4)     $  160.1       $(4,116.4)     $   320.2
                                                   =========      ========       =========      =========
</Table>

          See Notes to Consolidated Financial Statements (Unaudited).

                                       2
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (UNAUDITED)
                                 (IN MILLIONS)

<Table>
<Caption>
                                                                             ACCUMULATED
                                            PARENT                              OTHER           TOTAL
                                           COMPANY        ACCUMULATED       COMPREHENSIVE   SHAREHOLDER'S
                                          INVESTMENT   EARNINGS (DEFICIT)   (LOSS) INCOME      EQUITY
                                          ----------   ------------------   -------------   -------------
                                                           (RESTATED)                        (RESTATED)
<S>                                       <C>          <C>                  <C>             <C>
SEPTEMBER 30, 2001......................  $10,422.4         $   252.4           $(76.8)       $10,598.0
                                                                                              ---------
Net loss................................                     (4,116.4)                         (4,116.4)
Foreign currency translation
  adjustments...........................                                         (33.4)           (33.4)
Unrealized gain on equity and
  securitization investments, net.......                                          21.3             21.3
Change in fair values of derivatives
  qualifying as cash flow hedges........                                          30.5             30.5
                                                                                              ---------
Total comprehensive loss................                                                       (4,098.0)
                                          ---------         ---------           ------        ---------
MARCH 31, 2002..........................  $10,422.4         $(3,864.0)          $(58.4)       $ 6,500.0
                                          =========         =========           ======        =========
</Table>

          See Notes to Consolidated Financial Statements (Unaudited).

                                       3
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN MILLIONS)

<Table>
<Caption>
                                                                  FOR THE SIX MONTHS
                                                                    ENDED MARCH 31,
                                                              ---------------------------
                                                                 2002           2001
                                                              -----------   -------------
                                                              (SUCCESSOR)   (PREDECESSOR)
                                                              (RESTATED)
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATIONS
Net (loss) income...........................................   $(4,116.4)     $   320.2
Adjustments to reconcile net income to net cash flows from
  operations:
  Goodwill impairment.......................................     4,512.7             --
  Provision for credit losses...............................       307.9          132.1
  Depreciation and amortization.............................       662.8          762.1
  Provision for deferred federal income taxes...............       203.3          249.5
  Gains on equipment, receivable and investment sales.......      (118.2)        (188.1)
  Increase in other assets..................................       (42.9)        (374.4)
  (Decrease) increase in accrued liabilities and payables...      (356.9)          90.4
Other.......................................................        20.0           32.1
                                                               ---------      ---------
Net cash flows provided by operations.......................     1,072.3        1,023.9
                                                               ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Loans extended..............................................   (24,588.4)     (25,180.3)
Collections on loans........................................    21,398.1       21,475.1
Proceeds from asset and receivable sales....................     6,743.2        3,972.4
Purchases of assets to be leased............................    (1,020.9)      (1,196.0)
Net decrease in short-term factoring receivables............       157.1           91.3
Purchase of finance receivable portfolios...................      (365.5)        (123.3)
Other.......................................................       (63.1)         (27.7)
                                                               ---------      ---------
Net cash flows provided by (used for) investing
  activities................................................     2,260.5         (988.5)
                                                               ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of variable and fixed-rate notes.................    (2,846.9)      (5,922.5)
Proceeds from the issuance of variable and fixed-rate
  notes.....................................................     9,043.4        5,470.2
Net (decrease) increase in commercial paper.................    (8,159.3)         370.6
Cash collected for prior period capital contribution from
  Parent....................................................       200.0             --
Net (repayment) collection of non-recourse leveraged lease
  debt......................................................      (120.2)          14.8
Cash dividends paid.........................................          --          (52.5)
Treasury stock issued.......................................          --            4.6
                                                               ---------      ---------
Net cash flows used for financing activities................    (1,883.0)        (114.8)
                                                               ---------      ---------
Net increase (decrease) in cash and cash equivalents........     1,449.8          (79.4)
Cash and cash equivalents, beginning of period..............       808.0          819.4
                                                               ---------      ---------
Cash and cash equivalents, end of period....................   $ 2,257.8      $   740.0
                                                               =========      =========
</Table>

          See Notes to Consolidated Financial Statements (Unaudited).

                                       4
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    CIT Group Inc. ("CIT" or "the Company"), formerly known as Tyco Capital
Corporation and previously The CIT Group, Inc., is a diversified finance company
engaging in vendor, equipment, commercial, consumer and structured financing and
leasing activities.

    BASIS OF PRESENTATION--These financial statements, which have been prepared
in accordance with the instructions to Form 10-Q, do not include all of the
information and note disclosures required by generally accepted accounting
principles ("GAAP") in the United States and should be read in conjunction with
the Company's Annual Report on Form 10-K for the transitional nine-month period
ended September 30, 2001. These financial statements have not been examined by
independent accountants in accordance with generally accepted auditing
standards, but in the opinion of management include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair statement of CIT's
financial position and results of operations. Certain prior period amounts have
been reclassified to conform to current period presentation.

    On June 1, 2001, the Company was acquired by a wholly-owned subsidiary of
Tyco International Ltd. in a purchase business combination. Tyco
International Ltd. and its subsidiaries, excluding CIT and its subsidiaries, are
referred to herein as the "Parent" or "Tyco." In accordance with the guidelines
for accounting for business combinations, the purchase price paid by Tyco plus
related purchase accounting adjustments, were "pushed down" and recorded in
CIT's financial statements for the periods after June 1, 2001, resulting in a
new basis of accounting for the "successor" period beginning June 2, 2001. As of
the acquisition date, assets and liabilities were recorded at estimated fair
value in CIT's financial statements. Any resulting premiums or discounts are
being accreted or amortized on a level yield basis over the remaining estimated
lives of the corresponding assets or liabilities. Information relating to all
"predecessor" periods prior to the acquisition is presented using CIT's
historical basis of accounting. CIT operates its businesses independently as an
indirect wholly-owned subsidiary of Tyco (see Note 2).

    On February 11, 2002, CIT repurchased certain international subsidiaries
that had previously been sold to an affiliate of Tyco on September 30, 2001. The
reacquisition of these subsidiaries has been accounted for as a merger of
entities under common control. Accordingly, the balances contained within the
financial statements and footnotes include the results of operations, financial
position and cash flows of the international subsidiaries repurchased from Tyco
for all periods presented.

    To enhance liquidity, CIT entered into a securitization related to
$3.4 billion of factoring receivables during the March 31, 2002 quarter. CIT
retained a $2.5 billion interest in these receivables, which is presented on the
Consolidated Balance Sheet as Interest in Trade Receivables, net.

    RESTATEMENT--The Company has restated its Consolidated Financial Statements
for the quarter ended March 31, 2002. The restatement to the financial
statements herein reflects an impairment of goodwill in accordance with
SFAS 142, "Goodwill and Other Intangibles," resulting in an estimated goodwill
impairment charge of $4.51 billion. This restatement has no impact on previously
reported operating margin or net cash provided by operations for any periods.
See Note 6, "Accounting Change--Goodwill Amortization," for further information
regarding the goodwill impairment.

NOTE 2--ACQUISITION BY TYCO

    The purchase price paid by Tyco for CIT plus related purchase accounting
adjustments was valued at approximately $9.5 billion and is presented as "Parent
company investment" as of June 1, 2001 in the Consolidated Statements of
Shareholder's Equity. The $9.5 billion value consisted of the following:

                                       5
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 2--ACQUISITION BY TYCO (CONTINUED)
the issuance of approximately 133.0 million Tyco common shares valued at
$6,650.5 million on June 1, 2001 in exchange for approximately 73% of the
outstanding CIT common stock (including exchangeable shares of CIT
Exchangeco, Inc.); the payment of $2,486.4 million in cash to The Dai-Ichi
Kangyo Bank, Limited ("DKB") on June 1, 2001 for approximately 27% of the
outstanding CIT common stock; the issuance of stock options for Tyco common
shares valued at $318.6 million in exchange for CIT stock options; and the
payment of $29.2 million in acquisition-related costs incurred by Tyco. In
addition, $22.3 million in acquisition-related costs incurred by Tyco were paid
by Tyco and have been reflected in CIT's equity as an additional capital
contribution. The purchase of the CIT common stock held by DKB, which was
contingent upon the satisfaction of the conditions to the merger, took place on
June 1, 2001 immediately prior to the closing of the merger. Additionally, Tyco
made cash capital contributions totaling $898.1 million for the period June 2,
2001 through September 30, 2001. There were no further capital contributions
from Tyco subsequent to September 30, 2001, though $200.0 million of the prior
fiscal year contribution was paid by Tyco during the six months ended March 31,
2002.

    In connection with the acquisition by Tyco, CIT recorded acquired assets and
liabilities at their estimated fair values. Fair value estimates are subject to
future adjustment when appraisals or other valuation data are obtained or when
restructuring plans are committed to and finalized. If finalized during the
first year following the acquisition date, such liabilities are recorded as
additional purchase accounting adjustments as provided under GAAP.

    During the quarter and six months ended March 31, 2002, CIT recorded
additions to goodwill of $61.0 million and $348.6 million, respectively.
Goodwill adjustments relate to fair value adjustments to purchased assets and
liabilities, and accruals relating to severance, facilities or other expenses
incurred as a result of the purchase transaction. The current quarter adjustment
primarily related to finalizing severance related liabilities and to the
restructuring of certain international operations, while the prior quarter
adjustment related to finalizing exit and restructuring plans for the sale or
liquidation of certain non-strategic portfolios, including franchise finance,
manufactured housing and recreational vehicle, as well as the finalization of
appraisals and valuation data. Management does not expect further additions to
goodwill, as all exit and restructuring plans were completed and approved by
March 31, 2002.

    The following table summarizes purchase accounting liabilities (pre-tax)
related to severance of employees and closing facilities that were recorded
during the six months ended March 31, 2002 in connection with the acquisition by
Tyco. Fair value adjustments and adjustments related to the sale or liquidation
of certain non-strategic portfolios are not included ($ in millions).

<Table>
<Caption>
                                                        SEVERANCE              FACILITIES
                                                   --------------------   ---------------------
                                                                            NUMBER
                                                   NUMBER OF                  OF                   OTHER      TOTAL
                                                   EMPLOYEES   RESERVE    FACILITIES   RESERVE    RESERVE    RESERVE
                                                   ---------   --------   ----------   --------   --------   --------
<S>                                                <C>         <C>        <C>          <C>        <C>        <C>
Balance at September 30, 2001....................     263       $25.6         --        $   --     $ 4.4      $ 30.0
Fiscal 2002 acquisition reserves.................     826        58.4         19          20.7        --        79.1
Fiscal 2002 utilization..........................    (620)      (42.5)        --          (0.1)     (1.4)      (44.0)
                                                     ----       -----         --        ------     -----      ------
Balance at March 31, 2002........................     469       $41.5         19        $ 20.6     $ 3.0      $ 65.1
                                                     ====       =====         ==        ======     =====      ======
</Table>

    The accruals of $79.1 million recorded during the six months ended
March 31, 2002 related to finalizing the Tyco integration plan. These accruals
resulted in additional purchase accounting liabilities

                                       6
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 2--ACQUISITION BY TYCO (CONTINUED)
of $79.1 million, which also increased goodwill and deferred tax assets. These
accruals were for the elimination of additional employees related to corporate
administrative and other personnel located primarily in North America and
Europe. The 19 facilities are located in North America and Europe.

NOTE 3--DERIVATIVE FINANCIAL INSTRUMENTS

    The components of the adjustment to Accumulated Other Comprehensive Loss for
derivatives qualifying as hedges of future cash flows at September 30, 2001 and
the balance outstanding at March 31, 2002 are presented in the following table
($ in millions):

<Table>
<Caption>
                                                          ADJUSTMENT OF
                                                          FAIR VALUE OF   INCOME TAX   NET UNREALIZED
                                                           DERIVATIVES     EFFECTS      LOSS (GAIN)
                                                          -------------   ----------   --------------
<S>                                                       <C>             <C>          <C>
Balance at September 30, 2001...........................     $102.3         $(38.9)        $ 63.4
Changes in values of derivatives qualifying as cash flow
  hedges................................................      (49.2)          18.7          (30.5)
                                                             ------         ------         ------
Balance at March 31, 2002...............................     $ 53.1         $(20.2)        $ 32.9
                                                             ======         ======         ======
</Table>

    The unrealized loss as of March 31, 2002, presented in the preceding table,
primarily reflects our use of interest rate swaps to convert variable-rate debt
to fixed-rate debt, and is due to the fact that interest rates have declined
from the June 1, 2001 Tyco acquisition date, or from the inception date of the
derivative contracts. During the quarter ended March 31, 2002 approximately
$0.5 million, before taxes, was recorded as additional interest expense for the
ineffective portion of changes in fair values of cash flow hedges. Assuming no
change in interest rates, $13.9 million, net of tax, of Accumulated Other
Comprehensive Loss is expected to be reclassified to earnings over the next
twelve months as contractual cash payments are made. The Accumulated Other
Comprehensive Loss (along with the corresponding swap liability) will be
adjusted as market interest rates change over the remaining life of the swaps.

    CIT uses derivatives for hedging purposes only, and does not enter into
derivative financial instruments for trading or speculative purposes. As part of
managing the exposure to changes in market interest rates, CIT, as an end-user,
enters into various interest rate swap transactions in the over-the-counter
markets, with other financial institutions acting as principal counterparties.
To ensure both appropriate use as a hedge and hedge accounting treatment, all
derivatives entered into are designated according to a hedge objective against a
specified liability, including senior notes, bank credit facilities, and
commercial paper. CIT's primary hedge objectives include the conversion of
variable-rate liabilities to fixed rates, and the conversion of fixed-rate
liabilities to variable rates. The notional amounts, rates, indices and
maturities of CIT's derivatives are required to closely match the related terms
of CIT's hedged liabilities.

                                       7
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 3--DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
    The following table presents the notional principal amounts of interest rate
swaps by class and the corresponding hedge objectives at March 31, 2002:

<Table>
<Caption>
INTEREST RATE SWAPS                     NOTIONAL AMOUNT                DESCRIPTION
-------------------                     ---------------   --------------------------------------
                                        ($ IN MILLIONS)
<S>                                     <C>               <C>
Floating to fixed-rate swaps (cash
  flow hedges)........................      $3,322.2      Effectively converts the interest rate
                                                          on an equivalent amount of
                                                          variable-rate borrowings to a fixed
                                                          rate.
Fixed to floating-rate swaps (fair
  value hedges).......................         783.8      Effectively converts the interest rate
                                                          on an equivalent amount of fixed-rate
                                                          senior notes to a variable rate.
Total interest rate swaps.............      $4,106.0
                                            ========
</Table>

    CIT also utilizes foreign currency exchange forward contracts to hedge
currency risk underlying its net investments in foreign operations and cross
currency interest rate swaps to hedge both foreign currency and interest rate
risk underlying foreign debt. At March 31, 2002, CIT was party to foreign
currency exchange forward contracts with notional amounts totaling $3.4 billion
and maturities ranging from 2002 to 2006. CIT was also party to cross currency
interest rate swaps with notional amounts totaling $2.4 billion and maturities
ranging from 2002 to 2027.

                                       8
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 4--BUSINESS SEGMENT INFORMATION

    The following table presents reportable segment information and the
reconciliation of segment balances to the consolidated financial statement
totals and the consolidated managed assets totals at and for the six months
ended March 31, 2002 and 2001. Certain prior year balances have been
reclassified to conform to the current year presentation ($ in millions).

<Table>
<Caption>
                           EQUIPMENT
                           FINANCING    SPECIALTY   COMMERCIAL   STRUCTURED    TOTAL
                          AND LEASING    FINANCE     FINANCE      FINANCE     SEGMENTS   CORPORATE(1)(2)   CONSOLIDATED
                          -----------   ---------   ----------   ----------   --------   ---------------   ------------
<S>                       <C>           <C>         <C>          <C>          <C>        <C>               <C>
AT AND FOR THE SIX
  MONTHS ENDED MARCH 31,
  2002 (SUCCESSOR)
Operating margin........    $  319.1    $  411.7     $ 236.6       $  51.1    $1,018.5      $    86.5        $ 1,105.0
Income taxes............        68.8        85.4        61.5          12.6       228.3           18.0            246.3
Net income (loss).......       129.6       139.4       100.4          20.5       389.9       (4,506.3)        (4,116.4)
Total financing and
  leasing assets........    15,489.2    10,937.4     4,436.7       3,035.7    33,899.0             --         33,899.0
Total managed assets....    19,241.7    17,941.3     7,869.1       3,035.7    48,087.8             --         48,087.8
AT AND FOR THE SIX
  MONTHS ENDED MARCH 31,
  2001 (PREDECESSOR)
Operating margin........    $  367.3    $  465.8     $ 236.6       $  47.2    $1,116.9      $   (24.8)       $ 1,092.1
Income taxes............        80.6        80.3        58.6          13.7       233.2          (34.9)           198.3
Net income (loss).......       154.5       130.6        87.2          15.9       388.2          (68.0)           320.2
Total financing and
  leasing assets........    17,444.4    15,142.0     7,995.3       2,871.3    43,453.0             --         43,453.0
Total managed assets....    22,026.8    21,100.0     7,995.3       2,871.3    53,993.4             --         53,993.4
</Table>

------------------------------
(1)  Estimated goodwill impairment, net of tax, for the six months ended
     March 31, 2002 was $4,512.7 million and is reflected in Corporate in the
    table above.

(2)  Goodwill amortization (net of tax) for the six months ended March 31, 2001
     was $39.8 million and is reflected in Corporate in the table above. The
    adoption of Statement of Financial Accounting Standards No. 142
    ("SFAS 142") in October 2001 eliminated goodwill amortization.

                                       9
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 5--CONCENTRATIONS

   The following table presents the geographic and industry compositions of
financing and leasing portfolio assets at March 31, 2002 and September 30, 2001
($ in millions).

<Table>
<Caption>
                                                       AT MARCH 31, 2002(1)      AT SEPTEMBER 30, 2001
                                                      -----------------------   -----------------------
                                                       AMOUNT        PERCENT     AMOUNT        PERCENT
                                                      ---------      --------   ---------      --------
<S>                                                   <C>            <C>        <C>            <C>
North America:
  Northeast.........................................  $ 6,731.5        19.9%    $ 9,117.9        22.4%
  West..............................................    6,092.3        18.0       7,561.7        18.6
  Midwest...........................................    5,754.4        17.0       6,957.3        17.0
  Southeast.........................................    4,478.8        13.2       5,505.4        13.5
  Southwest.........................................    3,805.8        11.2       4,708.1        11.6
  Canada............................................    1,773.3         5.2       1,952.4         4.8
                                                      ---------       -----     ---------       -----
Total North America.................................   28,636.1        84.5      35,802.8        87.9
Other foreign(2)....................................    5,262.9        15.5       4,926.4        12.1
                                                      ---------       -----     ---------       -----
  Total.............................................  $33,899.0       100.0%    $40,729.2       100.0%
                                                      =========       =====     =========       =====
</Table>

<Table>
<Caption>
                                                       AT MARCH 31, 2002(1)      AT SEPTEMBER 30, 2001
                                                      -----------------------   -----------------------
                                                       AMOUNT        PERCENT     AMOUNT        PERCENT
                                                      ---------      --------   ---------      --------
<S>                                                   <C>            <C>        <C>            <C>
Manufacturing(3) (none greater than 2.5%)...........  $ 7,061.4        20.8%    $ 8,442.2        20.7%
Commercial airlines.................................    3,917.1        11.6       3,412.3         8.4
Transportation(4)...................................    2,783.1         8.2       2,675.8         6.6
Construction equipment..............................    1,966.8         5.8       2,273.7         5.6
Retail(5)...........................................    1,714.9         5.1       5,020.9        12.3
Communications......................................    1,699.5         5.0       1,590.3         3.9
Service industries..................................    1,663.4         4.9       1,755.3         4.3
Home mortgage.......................................    1,553.4         4.6       2,760.2         6.8
Wholesaling.........................................    1,390.4         4.1       1,435.7         3.5
Other (none greater than 3.3%)......................   10,149.0        29.9      11,362.8        27.9
                                                      ---------       -----     ---------       -----
  Total.............................................  $33,899.0       100.0%    $40,729.2       100.0%
                                                      =========       =====     =========       =====
</Table>

------------------------------
(1)  Excludes the $3.4 billion of trade receivables securitized during the
     quarter ended March 31, 2002, which are primarily North America Retail and
    Manufacturing accounts. Including these receivables, the Northeast
    percentage would be 21.6%, the Total North America would be 85.9% and Other
    Foreign would be 14.1%. The Retail exposure would be $4.7 billion (12.7%),
    Manufacturing $7.5 billion (20.0%), while the other industry category
    exposures would individually decline by approximately 0.5% to 1.0%.

(2)  At March 31, 2002 the Company had approximately $180 million of U.S.
     dollar-denominated loans and assets outstanding to customers located in or
    doing business in Argentina. A provision of $95.0 million was recorded
    during the quarter ended March 31, 2002 relating to the economic reforms
    instituted by the Argentine government that converted dollar-denominated
    receivables into the peso.

(3)  Includes manufacturers of steel and metal products, textiles and apparel,
     printing and paper products, and other industries.

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

(5)  Includes retailers of general merchandise (1.4%), auto dealers (1.0%) and
     apparel (0.6%).

                                       10
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 6--ACCOUNTING CHANGE--GOODWILL AMORTIZATION

   The Company periodically reviews and evaluates its goodwill and other
intangible assets for potential impairment. Effective October 1, 2001, the
beginning of CIT's fiscal year 2002, the Company adopted SFAS No. 142, "Goodwill
and Other Intangible Assets," under which goodwill is no longer amortized but
instead will be assessed for impairment at least annually. Under the transition
provisions of SFAS 142, as of October 1, 2001, there was no goodwill impairment.

    During the quarter ended March 31, 2002, our parent, Tyco, experienced
disruptions to its business surrounding its announced break-up plan, a downgrade
in its credit rating, and a significant decline in its market capitalization.
During this same time period, CIT also experienced credit downgrades and a
disruption to its historical funding base. The Company prepared valuations,
utilizing a discounted cash flows approach updated for current information and
considering various marketplace assumptions, which indicated a range of values
from impairment of $750 million to excess fair value of $1.5 billion. Based on
management's belief that CIT would be separated from Tyco, receive an increase
in its credit ratings, and regain access to the unsecured credit markets, we
initially concluded that CIT had an excess of fair market value over net book
value of approximately $1.5 billion. Accordingly, management did not believe
that there was an impairment of goodwill of CIT as of March 31, 2002.

    However, market-based information used in connection with our preliminary
consideration of the potential initial public offering for 100% of CIT indicated
that CIT's book value exceeded its estimated fair value as of March 31, 2002. As
a result, management performed a step 1 SFAS 142 impairment analysis as of
March 31, 2002 and concluded that an impairment charge was warranted at that
date.

    Accordingly, management's objective in performing the SAFS 142 step 1
analysis was to obtain relevant market based data to calculate the estimated
fair value of each CIT reporting unit as of March 31, 2002 based on each
reporting unit's projected earnings and market factors expected to be used by
market participants in ascribing value to each of these reporting units in the
planned separation of CIT from Tyco. Management obtained relevant market data
from our financial advisors regarding the range of price to earnings multiples
and market condition discounts applicable to each reporting unit as of
March 31, 2002 and applied this market data to the individual reporting unit
projected annual earnings as of March 31, 2002 to calculate an estimated fair
value of each reporting unit and any resulting reporting unit goodwill
impairment. The estimated fair values were compared to the corresponding
carrying value of each reporting unit at March 31, 2002. The total of the
individual reporting unit estimated goodwill impairments was $4.5 billion. We
have restated the CIT Consolidated Financial Statements for the quarter ended
March 31, 2002 to reflect an estimated impairment for each reporting unit
resulting in a $4.5 billion estimated impairment charge as of March 31, 2002.

    SFAS 142 requires a second step analysis whenever the reporting unit book
value exceeds estimated fair value. This analysis requires the Company to
estimate the fair value of each reporting unit's individual assets and
liabilities to complete the analysis of goodwill as of March 31, 2002. We have
not yet completed this analysis due to the recently revised fair values for each
reporting unit. The Company will complete this second step analysis in the
quarter ending June 30, 2002 for each reporting unit to determine if any
adjustment to the estimated goodwill impairment charge previously recorded is
needed.

    Subsequent to March 31, 2002, CIT experienced further credit downgrades and
the business environment and other factors continue to negatively impact the
value for the proposed IPO of CIT. As of the date of this filing, we estimate
that the proceeds to Tyco, before underwriting discounts and commissions, from
the sale of 100% of CIT's common stock will be between $5.0 billion and

                                       11
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 6--ACCOUNTING CHANGE--GOODWILL AMORTIZATION (CONTINUED)
$5.8 billion. Due to these events, the Company will assess remaining goodwill of
each reporting unit for potential additional impairment based on the indicators
of further decline in value.

    The changes in the carrying amount of goodwill for the six months ended
March 31, 2002 are as follows ($ in millions):

<Table>
<Caption>
                                           EQUIPMENT
                                           FINANCING    SPECIALTY   COMMERCIAL   STRUCTURED
                                          AND LEASING    FINANCE     FINANCE      FINANCE       TOTAL
                                          -----------   ---------   ----------   ----------   ---------
<S>                                       <C>           <C>         <C>          <C>          <C>
Balance as of September 30, 2001(1).....   $ 2,070.7    $ 2,572.3   $ 1,863.1      $  63.4    $ 6,569.5
Reclassification of intangible assets to
  other assets..........................          --           --       (22.0)          --        (22.0)
                                           ---------    ---------   ---------      -------    ---------
Balances as of September 30, 2001 after
  reclassification......................     2,070.7      2,572.3     1,841.1         63.4      6,547.5
Goodwill adjustments related to our
  acquisition by Tyco...................       163.8        178.0         4.1          2.7        348.6
Goodwill impairment(2)..................    (1,741.4)    (1,621.6)   (1,083.6)       (66.1)    (4,512.7)
                                           ---------    ---------   ---------      -------    ---------
Balance as of March 31, 2002............   $   493.1    $ 1,128.7   $   761.6      $    --    $ 2,383.4
                                           =========    =========   =========      =======    =========
</Table>

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

(1)  The goodwill balances as of September 30, 2001 were restated to correctly
     reflect the amounts by reporting unit.

(2)  The estimated goodwill impairment is based upon updated step 1 impairment
     testing by reporting unit, and will be revised, if necessary, upon
    completion of step 2 testing in accordance with SFAS 142.

    Following is a reconciliation of previously reported net income to pro forma
net income excluding goodwill amortization for the quarter and six months ended
March 31, 2001 ($ in millions):

<Table>
<Caption>
                                                  QUARTER ENDED MARCH 31,         SIX MONTHS ENDED MARCH 31,
                                               ------------------------------   ------------------------------
                                                  2002              2001           2002              2001
                                               -----------      -------------   -----------      -------------
                                               (SUCCESSOR)      (PREDECESSOR)   (SUCCESSOR)      (PREDECESSOR)
                                               (RESTATED)                       (RESTATED)
<S>                                            <C>              <C>             <C>              <C>
Net (loss) income as reported................   $(4,355.4)         $160.1        $(4,116.4)          $320.2
Goodwill amortization, net of tax............          --            19.9               --             39.8
                                                ---------          ------        ---------           ------
Pro forma net income.........................   $(4,355.4)         $180.0        $(4,116.4)          $360.0
                                                =========          ======        =========           ======
</Table>

    Other intangible assets, net, comprised primarily of proprietary computer
software and related processes, totaled $19.8 million and $22.0 million at
March 31, 2002 and September 30, 2001, respectively, and are included in Other
Assets on the Consolidated Balance Sheets. These assets are being amortized over
a five year period on a straight-line basis, resulting in an annual amortization
of $4.4 million. Amortization of intangible assets of $1.1 million and
$2.2 million is included in the results of operations for the quarter and six
months ended March 31, 2002, respectively.

NOTE 7--RELATED PARTY TRANSACTIONS

    Upon the acquisition, CIT and Tyco entered into an Operating Agreement,
dated as of June 1, 2001, which provided that CIT and Tyco will not engage in
transactions, including finance, underwriting and asset management and servicing
transactions, unless the transactions are at arm's-length and for

                                       12
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 7--RELATED PARTY TRANSACTIONS (CONTINUED)
fair value. In particular, Tyco agreed that CIT will have sole discretion and
decision-making authority where CIT is underwriting, managing and servicing
assets in transactions originated through Tyco. CIT and Tyco also agreed to
limit dividends and distributions from CIT to Tyco to (i) fifteen percent (15%)
of CIT's cumulative net income, plus (ii) the net capital contribution by Tyco
to CIT, in each case through the date of such dividend, distribution or
declaration, and that CIT will at all times maintain its books, records and
assets separately from Tyco. The Operating Agreement will terminate if CIT
ceases to be a subsidiary of Tyco.

    On February 14, 2002, CIT amended its public debt indentures to prohibit CIT
from:

    - declaring or paying any dividend, or making any other payment or
      distribution on its capital stock to Tyco or any of Tyco's affiliates,
      except dividends or distributions payable in common stock of CIT;

    - purchasing, redeeming or otherwise acquiring or retiring for value any
      capital stock of CIT except in exchange for the common stock of CIT;

    - purchasing or selling any material properties or assets from or to, or
      consummating any other material transaction with, Tyco or any of Tyco's
      affiliates, except on terms that are no less favorable than those that
      could be reasonably expected to be obtained in a comparable transaction
      with an unrelated third party; and

    - making an investment in Tyco or any of Tyco's affiliates in the form of
      (1) advances, loans or other extensions of credit to Tyco or any of Tyco's
      affiliates, (2) capital contributions to or in Tyco or any of Tyco's
      affiliates, or (3) acquisitions of any bonds, notes, debentures or other
      debt instruments of, or any stock, partnership, membership or other equity
      or beneficial interests in, Tyco or any of Tyco's affiliates.

    These restrictions do not restrict the merger of CIT with and into CIT's
immediate parent corporation, or a merger of CIT's immediate parent corporation
with and into CIT, provided that the surviving corporation of the merger has a
consolidated tangible net worth immediately after the merger that is not less
than the consolidated tangible net worth of CIT immediately prior to the merger.
These provisions will no longer apply if (i) CIT and its subsidiaries are
consolidated or merged into another entity (other than Tyco or any of Tyco's
affiliates) or substantially all of CIT and its subsidiaries' properties, common
stock or assets are sold, assigned, leased, transferred, conveyed or otherwise
disposed of in one or more transactions or (ii) once Tyco owns less than 50% of
our common stock as long as at least two-thirds of our board of directors is not
affiliated with Tyco.

    On September 30, 2001, CIT sold certain international subsidiaries to a
non-U.S. subsidiary of Tyco at net book value. As a result of this sale, CIT had
receivables from affiliates totaling $1,440.9 million, representing its debt
investment in these subsidiaries. CIT charged arm's-length, market based
interest rates on these receivables, and recorded $19.0 million of interest
income, as an offset to interest expense, related to those notes for the quarter
ended December 31, 2001. A note receivable issued at the time of this
transaction of approximately $295.0 million was collected. Following Tyco's
announcement on January 22, 2002 that it planned to separate into four
independent, publicly-traded companies, CIT repurchased the international
subsidiaries on February 11, 2002 at net book value. In conjunction with this
repurchase, the receivables from affiliates of $1,588.1 million at December 31,
2001 was satisfied.

                                       13
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 7--RELATED PARTY TRANSACTIONS (CONTINUED)
    CIT has entered into a number of equipment loans and leases with affiliates
of Tyco. Loan and lease terms generally range from 3 to 12 years. Tyco has
guaranteed payment and performance obligations under each loan and lease
agreement. At March 31, 2002, the aggregate amount outstanding under these
equipment loans and leases was approximately $84.2 million, and the aggregate
amount outstanding upon delivery of all applicable equipment will be
approximately $129.3 million.

    CIT has periodically entered into receivable and portfolio purchase
agreements with affiliates of Tyco, pursuant to which CIT purchases conditional
purchase agreements, servicing contracts and other forms of receivables between
the Tyco affiliate and its customers. Certain of these purchase agreements were
entered into prior to the Tyco affiliate being acquired by Tyco. At March 31,
2002, the aggregate amount outstanding under these purchase agreements was
approximately $32.8 million.

    During the quarter ended September 30, 2001, certain subsidiaries of Tyco
sold receivables totaling $318.0 million to CIT in a factoring transaction for
$297.8 million in cash. The difference of $20.2 million represents a holdback of
$15.9 million and a discount of $4.3 million (fee income which is recognized by
CIT as income over the term of the transaction). During the quarter ended
December 31, 2001, CIT increased the capacity available under the factoring
program with Tyco from $318.0 million to $384.4 million and sold receivables for
$360.0 million in cash. The difference of $24.4 million represents a holdback of
$19.2 million and a discount of $5.2 million (fee income which is recognized by
CIT as income over the term of the transaction). On April 28, 2002, the capacity
of the program was reduced to $337.6 million.

    Certain of CIT's operating expenses are paid by Tyco and billed to CIT. As
of March 31, 2001, CIT has outstanding payables to subsidiaries of Tyco totaling
$26.3 million related primarily to these charges.

    On May 1, 2002, CIT assumed a corporate aircraft lease obligation from Tyco.
The assumed lease obligation is approximately $16.0 million and extends for
134 months beginning on May 1, 2002. Prior to Tyco's acquisition, CIT had an
agreement to purchase this aircraft directly from the previous owner.

                                       14
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 8--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES

    The following presents condensed consolidating financial information for CIT
Holdings LLC and its wholly-owned subsidiary, Capita Corporation (formerly AT&T
Capital Corporation). CIT has guaranteed on a full and unconditional basis the
existing registered debt securities and certain other indebtedness of these
subsidiaries.

                          CONSOLIDATING BALANCE SHEET
                                 MARCH 31, 2002
                                  (SUCCESSOR)

<Table>
<Caption>
                                                                    CIT
                                                     CAPITA      HOLDINGS       OTHER
($ IN MILLIONS)                   CIT GROUP INC.   CORPORATION      LLC      SUBSIDIARIES   ELIMINATIONS     TOTAL
---------------                   --------------   -----------   ---------   ------------   ------------   ---------
<S>                               <C>              <C>           <C>         <C>            <C>            <C>
ASSETS
Net finance receivables.........    $  1,497.6       $2,941.6    $   891.2    $20,412.4      $       --    $25,742.8
Operating lease equipment,
  net...........................            --          962.6        216.6      5,424.8              --      6,604.0
Finance receivables held for
  sale..........................            --           40.6        241.6        363.0              --        645.2
Cash and cash equivalents.......       1,872.5          129.8        228.2         27.3              --      2,257.8
Other assets....................       8,007.1          311.2        203.5     11,624.6       (11,012.7)     9,133.7
                                    ----------       --------    ---------    ---------      ----------    ---------
  TOTAL ASSETS..................    $ 11,377.2       $4,385.8    $ 1,781.1    $37,852.1      $(11,012.7)   $44,383.5
                                    ==========       ========    =========    =========      ==========    =========
LIABILITIES AND SHAREHOLDER'S
  EQUITY
Debt............................    $ 29,045.7       $2,337.7    $ 2,245.2    $   106.3      $       --    $33,734.9
Credit balances of factoring
  clients.......................            --             --           --      1,543.5              --      1,543.5
Other liabilities...............     (24,168.5)       1,532.1     (2,349.8)    27,332.7              --      2,346.5
                                    ----------       --------    ---------    ---------      ----------    ---------
  Total Liabilities.............       4,877.2        3,869.8       (104.6)    28,982.5              --     37,624.9
Preferred securities............            --             --           --        258.6              --        258.6
Equity..........................       6,500.0          516.0      1,885.7      8,611.0       (11,012.7)     6,500.0
                                    ----------       --------    ---------    ---------      ----------    ---------
  TOTAL LIABILITIES AND
    SHAREHOLDER'S EQUITY........    $ 11,377.2       $4,385.8    $ 1,781.1    $37,852.1      $(11,012.7)   $44,383.5
                                    ==========       ========    =========    =========      ==========    =========
</Table>

                                       15
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 8--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (CONTINUED)
                          CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 30, 2001
                                  (SUCCESSOR)

<Table>
<Caption>
                                                                    CIT
                                                     CAPITA      HOLDINGS       OTHER
($ IN MILLIONS)                   CIT GROUP INC.   CORPORATION      LLC      SUBSIDIARIES   ELIMINATIONS     TOTAL
---------------                   --------------   -----------   ---------   ------------   ------------   ---------
<S>                               <C>              <C>           <C>         <C>            <C>            <C>
ASSETS
Net finance receivables.........    $  1,834.6       $3,074.4    $ 1,506.1    $24,971.4      $       --    $31,386.5
Operating lease equipment,
  net...........................            --        1,203.2        273.4      4,926.2              --      6,402.8
Finance receivables held for
  sale..........................            --           32.9        157.5      1,824.5              --      2,014.9
Cash and cash equivalents.......         440.0          107.0          4.2        256.8              --        808.0
Other assets....................      10,150.2          291.4        302.8     10,331.5       (10,598.0)    10,477.9
                                    ----------       --------    ---------    ---------      ----------    ---------
  TOTAL ASSETS..................    $ 12,424.8       $4,708.9    $ 2,244.0    $42,310.4      $(10,598.0)   $51,090.1
                                    ==========       ========    =========    =========      ==========    =========
LIABILITIES AND SHAREHOLDER'S
  EQUITY
Debt............................    $ 30,218.0       $2,879.2    $ 1,972.3    $   628.2      $       --    $35,697.7
Credit balances of factoring
  clients.......................            --             --           --      2,392.9              --      2,392.9
Other liabilities...............     (28,391.2)       1,275.7     (1,656.1)    30,913.1              --      2,141.5
                                    ----------       --------    ---------    ---------      ----------    ---------
Total Liabilities...............       1,826.8        4,154.9        316.2     33,934.2              --     40,232.1
Preferred securities............            --             --           --        260.0              --        260.0
Equity..........................      10,598.0          554.0      1,927.8      8,116.2       (10,598.0)    10,598.0
                                    ----------       --------    ---------    ---------      ----------    ---------
  TOTAL LIABILITIES AND
  SHAREHOLDER'S EQUITY..........    $ 12,424.8       $4,708.9    $ 2,244.0    $42,310.4      $(10,598.0)   $51,090.1
                                    ==========       ========    =========    =========      ==========    =========
</Table>

                                       16
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 8--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (CONTINUED)
                       CONSOLIDATING STATEMENT OF INCOME
                        SIX MONTHS ENDED MARCH 31, 2002
                                  (SUCCESSOR)

<Table>
<Caption>
                                                                     CIT
                                                       CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                     CIT GROUP INC.   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS     TOTAL
---------------                     --------------   -----------   --------   ------------   ------------   ---------
<S>                                 <C>              <C>           <C>        <C>            <C>            <C>
FINANCE INCOME....................    $   111.4         $552.7      $125.8      $1,515.8       $    --      $ 2,305.7
Interest expense..................        (25.8)         211.1        (3.0)        539.0            --          721.3
                                      ---------         ------      ------      --------       -------      ---------
Net finance income................        137.2          341.6       128.8         976.8            --        1,584.4
Depreciation on operating lease
  equipment.......................           --          261.9        57.6         329.2            --          648.7
                                      ---------         ------      ------      --------       -------      ---------
Net finance margin................        137.2           79.7        71.2         647.6            --          935.7
Provision for credit losses.......         40.3          117.0         5.1         145.5            --          307.9
                                      ---------         ------      ------      --------       -------      ---------
Net finance margin after provision
  for credit losses...............         96.9          (37.3)       66.1         502.1            --          627.8
Equity in net income of
  subsidiaries....................        357.5             --          --            --        (357.5)            --
Other revenue.....................          2.3           55.3        44.8         374.8            --          477.2
                                      ---------         ------      ------      --------       -------      ---------
OPERATING MARGIN..................        456.7           18.0       110.9         876.9        (357.5)       1,105.0
Operating expenses................      4,549.3           83.7        41.4         295.7            --        4,970.1
                                      ---------         ------      ------      --------       -------      ---------
(Loss) income before provision for
  income taxes....................     (4,092.6)         (65.7)       69.5         581.2        (357.5)      (3,865.1)
Provision for income taxes........        (23.8)          28.1       (30.3)       (220.3)           --         (246.3)
Minority interest, after tax......           --             --          --          (5.0)           --           (5.0)
                                      ---------         ------      ------      --------       -------      ---------
NET (LOSS) INCOME.................    $(4,116.4)        $(37.6)     $ 39.2      $  355.9       $(357.5)     $(4,116.4)
                                      =========         ======      ======      ========       =======      =========
</Table>

                                       17
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 8--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (CONTINUED)
                       CONSOLIDATING STATEMENT OF INCOME
                        SIX MONTHS ENDED MARCH 31, 2001
                                 (PREDECESSOR)

<Table>
<Caption>
                                                                     CIT
                                                       CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                     CIT GROUP INC.   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS    TOTAL
---------------                     --------------   -----------   --------   ------------   ------------   --------
<S>                                 <C>              <C>           <C>        <C>            <C>            <C>
FINANCE INCOME....................      $166.7          $702.1      $137.5      $1,761.7       $    --      $2,768.0
Interest expense..................       147.7           195.5        17.5         917.2            --       1,277.9
                                        ------          ------      ------      --------       -------      --------
Net finance income................        19.0           506.6       120.0         844.5            --       1,490.1
Depreciation on operating lease
  equipment.......................          --           317.4        62.4         315.0            --         694.8
                                        ------          ------      ------      --------       -------      --------
Net finance margin................        19.0           189.2        57.6         529.5            --         795.3
Provision for credit losses.......         8.2            18.5        36.0          69.4            --         132.1
                                        ------          ------      ------      --------       -------      --------
Net finance margin after provision
  for credit losses...............        10.8           170.7        21.6         460.1            --         663.2
Equity in net income of
  subsidiaries....................       361.6              --          --            --        (361.6)           --
Other revenue.....................         3.7            65.6        53.6         306.0            --         428.9
                                        ------          ------      ------      --------       -------      --------
OPERATING MARGIN..................       376.1           236.3        75.2         766.1        (361.6)      1,092.1
Operating expenses................        71.0           129.3        54.3         313.2            --         567.8
                                        ------          ------      ------      --------       -------      --------
Income before provision for income
  taxes...........................       305.1           107.0        20.9         452.9        (361.6)        524.3
Provision for income taxes........        15.1           (40.7)       (7.9)       (164.8)           --        (198.3)
Minority interest, after tax......          --              --          --          (5.8)           --          (5.8)
                                        ------          ------      ------      --------       -------      --------
NET INCOME........................      $320.2          $ 66.3      $ 13.0      $  282.3       $(361.6)     $  320.2
                                        ======          ======      ======      ========       =======      ========
</Table>

                                       18
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 8--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (CONTINUED)
                     CONSOLIDATING STATEMENT OF CASH FLOWS
                        SIX MONTHS ENDED MARCH 31, 2002
                                  (SUCCESSOR)

<Table>
<Caption>
                                                                    CIT
                                                      CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                    CIT GROUP INC.   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS     TOTAL
---------------                    --------------   -----------   --------   ------------   ------------   ---------
<S>                                <C>              <C>           <C>        <C>            <C>            <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
Net cash flows provided by (used
  for) operations................    $   102.9        $    --     $(416.9)    $ 1,386.3      $      --     $ 1,072.3
                                     ---------        -------     -------     ---------      ---------     ---------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
Net decrease in financing and
  leasing assets.................        296.7           13.4       534.8       1,478.7             --       2,323.6
Decrease in intercompany loans
  and investments................      2,205.2             --          --            --       (2,205.2)           --
Other............................           --             --          --         (63.1)            --         (63.1)
                                     ---------        -------     -------     ---------      ---------     ---------
Net cash flows provided by
  investing activities...........      2,501.9           13.4       534.8       1,415.6       (2,205.2)      2,260.5
                                     ---------        -------     -------     ---------      ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
Net (decrease) increase in
  debt...........................     (1,172.3)        (541.5)      272.9        (642.1)            --      (2,083.0)
Intercompany financing...........           --          550.9      (166.8)     (2,389.3)       2,205.2         200.0
                                     ---------        -------     -------     ---------      ---------     ---------
Net cash flows (used for)
  provided by financing
  activities.....................     (1,172.3)           9.4       106.1      (3,031.4)       2,205.2      (1,883.0)
                                     ---------        -------     -------     ---------      ---------     ---------
Net increase (decrease) in cash
  and cash equivalents...........      1,432.5           22.8       224.0        (229.5)            --       1,449.8
Cash and cash equivalents,
  beginning of period............        440.0          107.0         4.2         256.8             --         808.0
                                     ---------        -------     -------     ---------      ---------     ---------
Cash and cash equivalents, end of
  period.........................    $ 1,872.5        $ 129.8     $ 228.2     $    27.3      $      --     $ 2,257.8
                                     =========        =======     =======     =========      =========     =========
</Table>

                                       19
<Page>
                        CIT GROUP INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 8--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (CONTINUED)
                     CONSOLIDATING STATEMENT OF CASH FLOWS
                        SIX MONTHS ENDED MARCH 31, 2001
                                 (PREDECESSOR)

<Table>
<Caption>
                                                                       CIT
                                                         CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                       CIT GROUP INC.   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS    TOTAL
---------------                       --------------   -----------   --------   ------------   ------------   --------
<S>                                   <C>              <C>           <C>        <C>            <C>            <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
Net cash flows (used for) provided
  by operations.....................     $  (48.3)       $  787.2     $213.1       $ 71.9        $     --     $1,023.9
                                         --------        --------     ------       ------        --------     --------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
Net decrease (increase) in financing
  and leasing assets................        443.6          (411.4)    (195.0)      (798.0)             --       (960.8)
Increase in intercompany loans and
  investments.......................     (3,082.3)             --         --           --         3,082.3           --
Other...............................           --              --         --        (27.7)             --        (27.7)
                                         --------        --------     ------       ------        --------     --------
Net cash flows used for investing
  activities........................     (2,638.7)         (411.4)    (195.0)      (825.7)        3,082.3       (988.5)
                                         --------        --------     ------       ------        --------     --------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
Net increase (decrease) in debt.....      2,912.3        (3,626.8)      28.5        619.1              --        (66.9)
Intercompany financing..............           --         3,310.1      (10.3)      (217.5)       (3,082.3)          --
Cash dividends paid.................           --              --         --        (52.5)             --        (52.5)
Issuance of treasury stock..........           --              --         --          4.6              --          4.6
                                         --------        --------     ------       ------        --------     --------
Net cash flows provided by (used
  for) financing activities.........      2,912.3          (316.7)      18.2        353.7        (3,082.3)      (114.8)
                                         --------        --------     ------       ------        --------     --------
Net increase (decrease) in cash and
  cash equivalents..................        225.3            59.1       36.3       (400.1)             --        (79.4)
Cash and cash equivalents, beginning
  of period.........................        151.7            86.0       19.2        562.5              --        819.4
                                         --------        --------     ------       ------        --------     --------
Cash and cash equivalents, end of
  period............................     $  377.0        $  145.1     $ 55.5       $162.4        $     --     $  740.0
                                         ========        ========     ======       ======        ========     ========
</Table>

NOTE 9--SUBSEQUENT EVENTS

   On April 1, 2002, the Company completed a $2.5 billion public unsecured bond
offering as part of the previously announced strategy to strengthen its
liquidity position. This debt offering was comprised of $1.25 billion aggregate
principal amount of 7.375% senior notes due April 2, 2007 and $1.25 billion
aggregate principal amount of 7.750% senior notes due April 2, 2012. CIT has
determined that the proceeds will be used to repay a portion of existing term
debt at maturity.

    On April 25, 2002, CIT Group Inc. (Del) filed a registration statement on
Form S-1 with the Securities and Exchange Commission relating to the sale of
100 percent of the Company's common stock through an initial public offering
("IPO"). Tyco will receive the proceeds from the offering. If the underwriters
exercise their over-allotment option, CIT will receive the proceeds from that
sale.

    On April 30, 2002, Fitch revised the rating watch status on all our ratings
from evolving to negative, due to concerns surrounding the timing of the
separation from Tyco.

    On June 7, 2002, Standard & Poor's downgraded CIT's long-term debt rating
from A- to BBB+. Standard & Poor's ratings of CIT's debt remain on watch status
with developing implications.

    On June 10, 2002, Fitch downgraded CIT's long-term debt rating from A- to
BBB. All of the Company's Fitch ratings remain on watch status.

                                       20
<Page>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

    RESTATEMENT--We have restated our Consolidated Financial Statements for the
quarter ended March 31, 2002. The restatement to the financial statements herein
reflects an impairment of goodwill in accordance with SFAS 142, "Goodwill and
Other Intangibles", resulting in an estimated goodwill impairment charge of
$4.51 billion. This restatement has no impact on previously reported operating
margin or net cash provided by operations for any periods.

    During the quarter ended March 31, 2002, our parent, Tyco, experienced
disruptions to its business surrounding its announced break-up plan, a downgrade
in its credit rating, and a significant decline in its market capitalization.
During this same time period, CIT also experienced credit downgrades and a
disruption to its historical funding base. The Company prepared valuations,
utilizing a discounted cash flows approach updated for current information and
considering various marketplace assumptions, which indicated a range of values
from impairment of $750 million to excess fair value of $1.5 billion. Based on
management's belief that CIT would be separated from Tyco, receive an increase
in its credit ratings, and regain access to the unsecured credit markets, we
initially concluded that CIT had an excess of fair market value over net book
value of approximately $1.5 billion. Accordingly, management did not believe
that there was an impairment of goodwill of CIT as of March 31, 2002.

    However, market-based information used in connection with our preliminary
consideration of the potential initial public offering for 100% of CIT indicated
that CIT's book value exceeded its estimated fair value as of March 31, 2002. As
a result, management performed a step 1 SFAS 142 impairment analysis as of
March 31, 2002 and concluded that an impairment charge was warranted at that
date.

    Accordingly, management's objective in performing the SAFS 142 step 1
analysis was to obtain relevant market based data to calculate the estimated
fair value of each CIT reporting unit as of March 31, 2002 based on each
reporting unit's projected earnings and market factors expected to be used by
market participants in ascribing value to each of these reporting units in the
planned separation of CIT from Tyco. Management obtained relevant market data
from our financial advisors regarding the range of price to earnings multiples
and market condition discounts applicable to each reporting unit as of
March 31, 2002 and applied this market data to the individual reporting unit
projected annual earnings as of March 31, 2002 to calculate an estimated fair
value of each reporting unit and any resulting reporting unit goodwill
impairment. The estimated fair values were compared to the corresponding
carrying value of each reporting unit at March 31, 2002. The total of the
individual reporting unit estimated goodwill impairments was $4.5 billion. We
have restated the CIT Consolidated Financial Statements for the quarter ended
March 31, 2002 to reflect impairment for each reporting unit resulting in a
$4.5 billion estimated impairment charge as of March 31, 2002.

    SFAS 142 requires a second step analysis whenever the reporting unit book
value exceeds estimated fair value. This analysis requires the Company to
estimate the fair value of each reporting unit's individual assets and
liabilities to complete the analysis of goodwill as of March 31, 2002. We have
not yet completed this analysis due to the recently revised fair values for each
reporting unit. The Company will complete this second step analysis in the
quarter ending June 30, 2002 for each reporting unit to determine if any
adjustment to the estimated goodwill impairment charge previously recorded is
needed.

                                       21
<Page>
    The impact on the Consolidated Statements of Income and Consolidated Balance
Sheet, as a result of the above impairment, is as follows ($ in millions):

<Table>
<Caption>
                                                 QUARTER ENDED             SIX MONTHS ENDED
                                                 MARCH 31, 2002             MARCH 31, 2002
                                            ------------------------   ------------------------
                                              AMOUNT                     AMOUNT
                                            PREVIOUSLY                 PREVIOUSLY
                                             REPORTED    AS RESTATED    REPORTED    AS RESTATED
                                            ----------   -----------   ----------   -----------
                                                  (UNAUDITED)                (UNAUDITED)
<S>                                         <C>          <C>           <C>          <C>
CONSOLIDATED STATEMENTS OF INCOME:
Operating margin..........................  $   485.3     $   485.3     $1,105.0      $1,105.0
Goodwill impairment.......................         --       4,512.7           --       4,512.7
Operating expenses........................      226.9       4,739.6        457.4       4,970.1
Income (loss) before income taxes.........      258.4      (4,254.3)       647.6      (3,865.1)
Net income (loss).........................      157.3      (4,355.4)       396.3      (4,116.4)

CONSOLIDATED BALANCE SHEET:
Goodwill, net.............................  $ 6,896.1     $ 2,383.4
Total assets..............................   48,896.2      44,383.5
Accumulated earnings (deficit)............      648.7      (3,864.0)
Total shareholder's equity................   11,012.7       6,500.0
</Table>

    Subsequent to March 31, 2002, CIT experienced further credit downgrades and
the business environment and other factors continue to negatively impact the
value for the proposed IPO of CIT. As of the date of this filing, we estimate
that the proceeds to Tyco, before underwriting discounts and commissions, from
the sale of 100% of CIT's common stock will be between $5.0 billion and
$5.8 billion. Due to these events, the Company will assess remaining goodwill of
each reporting unit for potential additional impairment based on the indicators
of further decline in value.

OVERVIEW

    The accompanying unaudited Consolidated Financial Statements include the
results of CIT Group Inc., a Nevada corporation ("we," "CIT" or the "Company"),
formerly known as Tyco Capital Corporation and previously The CIT Group, Inc. On
June 1, 2001, The CIT Group, Inc. was acquired by a wholly-owned subsidiary of
Tyco International Ltd. ("Tyco"), a diversified manufacturing and service
company, in a purchase business combination. In accordance with the guidelines
for accounting for business combinations, the purchase price paid by Tyco plus
related purchase accounting adjustments have been "pushed down" and recorded in
CIT's financial statements, resulting in a new basis of accounting for the
"successor" period beginning June 2, 2001. As of the acquisition date, assets
and liabilities were recorded at estimated fair value in the CIT financial
statements. Information relating to all "predecessor" periods prior to the
acquisition is presented using CIT's historical basis of accounting. In
September 2001, CIT changed its fiscal year end from December 31 to
September 30 to conform to Tyco's fiscal year end. On February 8, 2002, we
changed our name from Tyco Capital Corporation to CIT Group Inc.

    On February 11, 2002, CIT repurchased certain international subsidiaries
that had previously been sold to an affiliate of Tyco on September 30, 2001. The
reacquisition of these subsidiaries has been accounted for as a merger of
entities under common control. Accordingly, the balances contained within the
financial statements, footnotes and throughout this document include the results
of operations, financial position and cash flows of the international
subsidiaries repurchased from Tyco for all periods presented and, as a result,
will vary slightly from comparable information reported in our Form 10-K for the
transition period ended September 30, 2001.

                                       22
<Page>
    The following table summarizes our net (loss) income and related data ($ in
millions).

<Table>
<Caption>
                                                        QUARTER ENDED                 SIX MONTHS ENDED
                                                          MARCH 31,                       MARCH 31,
                                                ------------------------------   ---------------------------
                                                   2002              2001           2002           2001
                                                -----------      -------------   -----------   -------------
                                                (SUCCESSOR)      (PREDECESSOR)   (SUCCESSOR)   (PREDECESSOR)
                                                (RESTATED)                       (RESTATED)
<S>                                             <C>              <C>             <C>           <C>
Net (loss) income.............................   $(4,355.4)         $160.1       $ (4,116.4)      $320.2
Return on average tangible shareholder's
  equity......................................      (426.5)%          15.6%          (200.4)%       16.0%
Return on average earning assets ("AEA")......      (48.38)%          1.54%          (22.18)%       1.54%
</Table>

    The current quarter net loss of $4,355.4 million includes a
$4,512.7 million charge for the estimated impairment of goodwill and a
$58.9 million, after tax, provision to establish reserves relating to the
economic reforms instituted by the Argentine government that converted
dollar-denominated receivables into the peso. Partially offsetting the decrease
in net income was stronger risk-adjusted net interest margin, higher other
revenues and reduced operating expenses. The current period's results also
include the sale and liquidation of low-yielding, non-strategic assets, lower
market interest rates and funding costs, the effects of fair value adjustments
in new basis accounting on net interest margin and lower leverage. Current
quarter operating expenses reflected our adoption of Statement of Financial
Accounting Standards No. ("SFAS") 142, "Goodwill and Other Intangible Assets" on
October 1, 2001. As a result of the adoption, there was no goodwill amortization
for the current quarter, whereas we had $19.9 million of goodwill amortization
(after tax) in the quarter ended March 31, 2001.

    During the quarter ended March 31, 2002, we recorded an initial estimate of
goodwill impairment of $4.51 billion. The estimated impairment at March 31, 2002
by reporting unit was $1.74 billion for Equipment Financing and Leasing,
$1.62 billion for Specialty Finance, $1.08 billion for Commercial Finance and
$66 million for Structured Finance. This estimated goodwill impairment reflects
the estimated fair value of each of CIT's reporting units at March 31, 2002
based on each reporting unit's projected earnings and market factors expected to
be used by market participants in ascribing value to each of these reporting
units in the planned separation of CIT from Tyco. We are continuing with our
analysis of goodwill impairment in accordance with SFAS 142. If actual proceeds
of an initial public offering are less than the $6.5 billion estimate used to
calculate the initial impairment and/or the market capitalization of CIT is less
than the carrying value after the offering, then these events would be an
indication of a potential further impairment. As of the date of this filing, we
estimate that the proceeds to Tyco, before underwriting discounts and
commissions, from the sale of 100% of CIT's common stock will be between
$5.0 billion and $5.8 billion. This impairment is discussed further under
"--Goodwill and Other Intangible Assets Amortization."

    Net income declined from $239.0 million in the quarter ended December 31,
2001 due to the estimated goodwill impairment charge and the Argentina-related
provision, in addition to lower risk-adjusted margins, reflecting higher cost of
funds on bank borrowings and increased liquidity, and lower fee income.

    The events surrounding our increased cost of funds, which negatively
impacted the current quarter margin, and our actions taken to address the
related liquidity issues include the following:

    - January 22, 2002--Tyco announced a plan to dispose of CIT.

    - February 5, 2002--In connection with Tyco and CIT credit rating
      downgrades, CIT drew down on its $8.5 billion unsecured bank credit
      facilities in order to pay down commercial paper at the scheduled
      maturities.

    - February 14, 2002--CIT amended its public indenture agreements to prohibit
      or restrict transactions with Tyco.

                                       23
<Page>
    - February 20, 2002--CIT completed a $1.2 billion conduit financing backed
      by trade accounts receivable in order to broaden funding access and repay
      term debt at the scheduled maturities.

    - March 4, 2002--CIT completed a $1.0 billion securitization facility backed
      by home equity loans in order to broaden funding access and repay term
      debt at the scheduled maturities.

    - April 1, 2002--CIT completed a $2.5 billion debt offering, comprised of
      $1.25 billion of 7.375% senior notes due April 2, 2007, and $1.25 billion
      of 7.750% senior notes due April 2, 2012.

    The events above resulted in an increased cost of funds due to the
alternative sources of financing being more expensive than our historic
financing sources, and due to the Company maintaining excess cash liquidity
levels for the payment of debt. Management expects that the current margin and
earnings trends, which began in the middle of the quarter ended March 31, 2002,
will continue for the foreseeable future. Results in prospective quarters will
reflect the impact of the more expensive funding sources and excess liquidity as
described above for a full quarter, as well as the impact of the $2.5 billion
debt offering completed on April 1, 2002. Further, management expects that new
business volumes will continue to be similarly constrained by these items. Upon
separation from Tyco, we expect to have our ratings reviewed by the rating
agencies to regain more cost effective access to the commercial paper and public
term debt markets.

NET FINANCE MARGIN

    A comparison of net finance income and net finance margin for the three and
six months ended March 31, 2002 and 2001 is set forth in the table below ($ in
millions):

<Table>
<Caption>
                                                          QUARTER ENDED
                                                            MARCH 31,             INCREASE     INCREASE
                                                   ---------------------------   (DECREASE)   (DECREASE)
                                                      2002           2001          AMOUNT      PERCENT
                                                   -----------   -------------   ----------   ----------
                                                   (SUCCESSOR)   (PREDECESSOR)
<S>                                                <C>           <C>             <C>          <C>
Finance income...................................   $ 1,106.7      $ 1,376.8     $  (270.1)      (19.6)%
Interest expense.................................       348.3          625.7        (277.4)      (44.3)%
                                                    ---------      ---------     ---------
  Net finance income.............................       758.4          751.1           7.3         1.0 %
Depreciation on operating lease equipment........       310.2          346.4         (36.2)      (10.5)%
                                                    ---------      ---------     ---------
  Net finance margin.............................   $   448.2      $   404.7     $    43.5        10.7 %
                                                    =========      =========     =========
Average earning assets(1) ("AEA")................   $36,006.6      $41,635.3     $(5,628.7)      (13.5)%

As a % of AEA:
Finance income...................................       12.30%         13.23%
Interest expense.................................        3.87%          6.01%
                                                    ---------      ---------
  Net finance income.............................        8.43%          7.22%
Depreciation on operating lease equipment........        3.45%          3.33%
                                                    ---------      ---------
Net finance margin...............................        4.98%          3.89%
                                                    =========      =========
</Table>

                                       24
<Page>

<Table>
<Caption>
                                                        SIX MONTHS ENDED
                                                            MARCH 31,             INCREASE     INCREASE
                                                   ---------------------------   (DECREASE)   (DECREASE)
                                                      2002           2001          AMOUNT      PERCENT
                                                   -----------   -------------   ----------   ----------
                                                   (SUCCESSOR)   (PREDECESSOR)
<S>                                                <C>           <C>             <C>          <C>
Finance income...................................   $ 2,305.7      $ 2,768.0     $  (462.3)      (16.7)%
Interest expense.................................       721.3        1,277.9        (556.6)      (43.6)%
                                                    ---------      ---------     ---------
  Net finance income.............................     1,584.4        1,490.1          94.3         6.3 %
Depreciation on operating lease equipment........       648.7          694.8         (46.1)       (6.6)%
                                                    ---------      ---------     ---------
  Net finance margin.............................   $   935.7      $   795.3     $   140.4        17.7 %
                                                    =========      =========     =========

Average earning assets(1) ("AEA")................   $37,114.1      $41,652.2     $(4,538.1)      (10.9)%

As a % of AEA:
Finance income...................................       12.43%         13.29%
Interest expense.................................        3.89%          6.14%
                                                    ---------      ---------
  Net finance income.............................        8.54%          7.15%
Depreciation on operating lease equipment........        3.50%          3.33%
                                                    ---------      ---------
Net finance margin...............................        5.04%          3.82%
                                                    =========      =========
</Table>

------------------------------
(1)  Average earning assets is the average of finance receivables, operating
     lease equipment, finance receivables held for sale and certain investments,
    less credit balances of factoring clients.

    Net finance margin increased $43.5 million to $448.2 million for the quarter
ended March 31, 2002 from the quarter ended March 31, 2001. For the six months
ended March 31, 2002, net finance margin increased $140.4 million to
$935.7 million from the prior year period. As a percentage of AEA, net finance
margin increased to 4.98% and 5.04% for the quarter and six months ended
March 31, 2002 from 3.89% and 3.82% in the prior year quarter and six months,
respectively. AEA declined during the quarter and six months ended March 31,
2002 due to the following: (1) sales and liquidation of non-strategic assets;
and (2) lower new business origination volume due to soft economic conditions,
the exit of non-strategic businesses, and growth constraints following the draw
down of bank facilities and other liquidity events described previously. The
increase in net finance margin as a percentage of AEA for the quarter and six
months ended March 31, 2002 was primarily due to the effect of fair value
adjustments in new basis of accounting to reflect market interest rates on debt
and assets, including liquidating receivables. Other factors contributing to the
increase were the following: (1) exits from non-strategic and under-performing
businesses; (2) the decline in short term interest rates and (3) lower leverage.
These positive factors were partially offset by the increased cost of bank line
borrowings and excess cash maintained for liquidity purposes during the quarter
ended March 31, 2002. Current quarter net finance margin declined $39.3 million
and dropped from 5.20% as a percentage of AEA from the quarter ended
December 31, 2001 due primarily to the higher cost associated with the draw down
of bank facilities to pay off commercial paper and higher levels of excess
liquidity. The risk-adjusted margin related to the liquidating portfolios for
the quarter and six months ended March 31, 2002 was not significant because the
interest margin, including purchase accounting accretion, was substantially
offset by charge-offs (included in the provision for loan losses) related to
such portfolios.

    Finance income (interest on loans and lease rentals) for the quarter ended
March 31, 2002 decreased $270.1 million, to $1,106.7 million from
$1,376.8 million for the comparable 2001 quarter, and decreased $462.3 million
to $2,305.7 million for the six months ended March 31, 2002 from
$2,768.0 million in the prior year six months. The decline reflected a 13.5% and
10.9% decline in AEA for the quarter and the six months from the prior year
periods. As a percent of AEA, finance income was 12.30% for the quarter ended
March 31, 2002 and 12.43% for the six months then ended, respectively, compared
to 13.23% and 13.29% for the comparable quarter and six months ended March 31,
2001, respectively, as the impact of portfolio mix changes resulting from the
sale and

                                       25
<Page>
liquidation activities, as well as the favorable impact of new basis accounting,
were offset by the effects of lower market interest rates and lower rentals in
the aerospace portfolio due to the industry downturn post September 11, 2001.

    Interest expense for the quarter and six months ended March 31, 2002
decreased $277.4 million and $556.6 million, respectively, from the comparable
2001 periods. As a percent of AEA, interest expense for the quarter ended
March 31, 2002 decreased to 3.87% from 6.01% for the quarter ended March 31,
2001, while in the six month period interest expense decreased to 3.89% from
6.14% in the prior year period. The lower interest expense both in dollars and
as a percentage of AEA reflects the lower current period debt levels associated
with funding a lower asset base and decreased leverage, the lower market
interest rates in the current period and the effect of fair value adjustments in
new basis accounting.

    Depreciation on operating lease equipment for the quarter ended March 31,
2002 was $310.2 million, compared to $346.4 million in the comparable 2001
quarter, and was $648.7 million for the six months ended March 31, 2002,
compared to $694.8 million for the six months ended March 31, 2001. The declines
in both operating lease equipment and depreciation on operating lease equipment
in the quarter and six months ended March 31, 2002 from the March 2001 quarter
reflect the sale of certain rail assets in Equipment Financing and Leasing,
while the decreased depreciation expense from prior year levels also reflects a
greater proportion of longer term assets. Operating lease margin (rental income
less depreciation expense) was 6.6% and 6.3% for the quarter and six months
ended March 31, 2002, respectively, compared to 7.2% and 7.3% for the same
periods ended March 31, 2001. As a percent of average operating lease equipment,
annualized depreciation expense was 19.0% and 19.4% for the quarters ended
March 31, 2002 and 2001, respectively, and 20.0% and 19.6% for the six months
ended March 31, 2002 and 2001, respectively. The operating lease equipment
portfolio was $6.6 billion at March 31, 2002, down from $7.2 billion at
March 31, 2001. Our depreciable assets range from smaller-ticket shorter-term
leases (E.G., computers) to larger-ticket, longer-term leases (E.G., aircraft
and rail assets).

NET FINANCE MARGIN AFTER PROVISION FOR CREDIT LOSSES

    The net finance margin after provision for credit losses (risk adjusted
interest margin) declined to $253.2 million and $627.8 million for the quarter
and six months ended March 31, 2002, from $336.4 million and $663.2 million for
the same periods ended March 31, 2001 due to the Argentina-related provision in
the current quarter. The 2002 three and six month comparisons as a percentage of
AEA were 2.81% and 3.38% compared to 3.23% and 3.18% in 2001, respectively.

PROVISION AND RESERVE FOR CREDIT LOSSES

    The provision for credit losses for the quarters ended March 31, 2002 and
2001 was $195.0 million and $68.3 million, respectively. The increased provision
reflects higher 2002 charge-off levels and a $95.0 million provision relating to
the economic reforms instituted by the Argentine government that resulted in the
mandatory conversion of dollar-denominated receivables into the peso.

    Net charge-offs increased to $112.4 million or 1.58% of average finance
receivables and $225.2 million or 1.49% during the quarter and six months ended
March 31, 2002, respectively, compared to $66.7 million or 0.80% and
$126.8 million or 0.75% during the prior year quarter and six months,
respectively. Excluding liquidating portfolios of non-strategic assets, net
charge-offs were $75.2 million or 1.13% and $140.9 million or 1.00% for the
quarter and six months ended March 31, 2002, respectively compared to
$66.7 million or 0.80% and $126.8 million or 0.75% in the prior year

                                       26
<Page>
quarter and six months, respectively. Our provision for credit losses and
reserve for credit losses are presented in the following table ($ in millions).

<Table>
<Caption>
                                                                 FOR THE SIX MONTHS ENDED
                                                              -------------------------------
                                                              MARCH 31, 2002   MARCH 31, 2001
                                                              --------------   --------------
                                                               (SUCCESSOR)     (PREDECESSOR)
                                                                (RESTATED)
<S>                                                           <C>              <C>
Balance beginning of period.................................      $492.9           $468.2
Provision for credit losses.................................       212.9            132.1
Provision for credit losses--Argentina-related..............        95.0               --
Reserves relating to securitization of factoring
  receivables...............................................       (25.8)              --
Reserves relating to dispositions, acquisitions and other...         5.1            (11.5)
                                                                  ------           ------
  Net additions to reserve for credit losses................       287.2            120.6
                                                                  ------           ------
Net credit losses:
Equipment Financing and Leasing.............................       123.2             44.1
Specialty Finance--Commercial...............................        40.3             31.9
Commercial Finance..........................................        36.8             18.3
Structured Finance..........................................         0.1              4.0
Specialty Finance--Consumer.................................        24.8             28.5
                                                                  ------           ------
  Total net credit losses...................................       225.2            126.8
                                                                  ------           ------
Balance end of period.......................................      $554.9           $462.0
                                                                  ======           ======
Reserve for credit losses as a percentage of finance
  receivables...............................................        2.11%            1.39%
                                                                  ======           ======
Reserve for credit losses as a percentage of past due
  receivables, (sixty days or more)(1)......................        47.9%            42.7%
                                                                  ======           ======
</Table>

------------------------------
(1)  The March 31, 2002 percentage is 39.7% excluding the Argentina-related
     provision.

    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
non-performing assets. The reserve increased to $554.9 million (2.11% of finance
receivables) at March 31, 2002 compared to $492.9 million (1.55% of finance
receivables) at September 30, 2001 and $462.0 million (1.39% of finance
receivables) at March 31, 2001.

    The reserve increase, both on a dollar basis and as a percentage of finance
receivables, compared to the prior year period is due to the $95.0 million
Argentina-related provision. Partially offsetting the dollar increase to the
reserve was a $25.8 million transfer of loss reserves relating to securitized
factoring receivables to Interest in Trade Receivables--net during the current
quarter. Additionally, reserves relating to home equity receivables securitized
during the quarter were deducted from the reserve and reflected as a reduction
to the corresponding securitization gain. Excluding the impact of the
Argentina-related provision, but considering the impact of these
securitizations, the reserve for credit losses was essentially flat with the
quarter ending December 31, 2001 in dollar amount.

                                       27
<Page>
    The following table sets forth our net charge-off experience in amount and
as a percent of average finance receivables on an annualized basis by business
segment ($ in millions):

<Table>
<Caption>
                                             QUARTER ENDED MARCH 31,                          SIX MONTHS ENDED MARCH 31,
                                   --------------------------------------------      --------------------------------------------
                                          2002                     2001                     2002                     2001
                                   -------------------      -------------------      -------------------      -------------------
                                       (SUCCESSOR)             (PREDECESSOR)             (SUCCESSOR)             (PREDECESSOR)
<S>                                <C>        <C>           <C>        <C>           <C>        <C>           <C>        <C>
Equipment Financing and
  Leasing........................   $ 61.1      2.26%        $22.0       0.71%        $123.2      2.22%        $ 44.1      0.70%
Specialty Finance-commercial.....     19.6      1.21%         18.5       1.04%          40.3      1.23%          31.9      0.99%
Commercial Finance...............     20.2      1.36%          7.0       0.36%          36.8      0.99%          18.3      0.46%
Structured Finance...............      0.1      0.01%          4.1       0.89%           0.1      0.00%           4.1      0.51%
                                    ------                   -----                    ------                   ------
  Total Commercial Segments......    101.0      1.59%         51.6       0.71%         200.4      1.48%          98.4      0.67%
Specialty Finance-consumer.......     11.4      1.51%         15.1       1.42%          24.8      1.60%          28.4      1.34%
                                    ------                   -----                    ------                   ------
Total............................   $112.4      1.58%        $66.7       0.80%        $225.2      1.49%        $126.8      0.75%
                                    ======                   =====                    ======                   ======
</Table>

    The increased net charge-offs from the prior year, both in amount and
percentage, reflect general economic weakness leading to higher net charge-offs
in virtually all of our business segments. The higher net charge-off percentages
in relation to the prior year also reflect higher charge-off rates associated
with approximately $2.0 billion in receivables in liquidation status as of
March 31, 2002, which include trucking, franchise, inventory finance,
manufactured housing and recreational vehicle receivables. Net charge-offs, both
in amount and as a percentage of average finance receivables, are shown for the
liquidating and core portfolios for the quarter and six months ended March 31,
2002 in the following table ($ in millions):

<Table>
<Caption>
                                                                       QUARTER ENDED MARCH 31, 2002
                                                   ---------------------------------------------------------------------
                                                          CORE                  LIQUIDATING                 TOTAL
                                                   -------------------      -------------------      -------------------
<S>                                                <C>        <C>           <C>        <C>           <C>        <C>
Equipment Financing and Leasing..................   $32.4       1.34%        $28.7       9.57%        $ 61.1      2.26%
Specialty Finance-commercial.....................    16.8       1.08%          2.8       5.36%          19.6      1.21%
Commercial Finance...............................    20.2       1.36%           --         --           20.2      1.36%
Structured Finance...............................     0.1       0.01%           --         --            0.1      0.01%
                                                    -----                    -----                    ------
  Total Commercial Segments......................    69.5       1.15%         31.5       8.94%         101.0      1.59%
Specialty Finance-consumer.......................     5.7       0.95%          5.7       3.65%          11.4      1.51%
                                                    -----                    -----                    ------
  Total..........................................   $75.2       1.13%        $37.2       7.32%        $112.4      1.58%
                                                    =====                    =====                    ======
</Table>

<Table>
<Caption>
                                                                    SIX MONTHS ENDED MARCH 31, 2002
                                                 ---------------------------------------------------------------------
                                                        CORE                  LIQUIDATING                 TOTAL
                                                 -------------------      -------------------      -------------------
<S>                                              <C>        <C>           <C>        <C>           <C>        <C>
Equipment Financing and Leasing................   $ 58.8      1.19%        $64.4      10.43%        $123.2      2.22%
Specialty Finance-commercial...................     33.9      1.08%          6.4       5.36%          40.3      1.23%
Commercial Finance.............................     36.8      0.99%           --         --           36.8      0.99%
Structured Finance.............................      0.1      0.00%           --         --            0.1      0.00%
                                                  ------                   -----                    ------
  Total Commercial Segments....................    129.6      1.00%         70.8       9.61%         200.4      1.48%
Specialty Finance-consumer.....................     11.3      0.93%         13.5       4.04%          24.8      1.60%
                                                  ------                   -----                    ------
  Total........................................   $140.9      1.00%        $84.3       7.87%        $225.2      1.49%
                                                  ======                   =====                    ======
</Table>

                                       28
<Page>
OTHER REVENUE

    The components of other revenue are as follows ($ in millions):

<Table>
<Caption>
                                                         QUARTER ENDED               SIX MONTHS ENDED
                                                           MARCH 31,                     MARCH 31,
                                                  ---------------------------   ---------------------------
                                                     2002           2001           2002           2001
                                                  -----------   -------------   -----------   -------------
                                                  (SUCCESSOR)   (PREDECESSOR)   (SUCCESSOR)   (PREDECESSOR)
<S>                                               <C>           <C>             <C>           <C>
Fees and other income...........................    $160.9         $106.6         $334.4         $218.2
Factoring commissions...........................      37.5           36.7           75.8           75.5
Gains on securitizations........................      34.7           37.4           62.7           78.0
(Losses) gains on venture capital investments...      (5.3)           4.9           (2.7)          (1.2)
Gains on sales of leasing equipment.............       4.3           26.0            7.0           58.4
                                                    ------         ------         ------         ------
  Total.........................................    $232.1         $211.6         $477.2         $428.9
                                                    ======         ======         ======         ======
</Table>

    Other revenue was $232.1 million for the quarter ended March 31, 2002,
versus $211.6 million during the quarter ended March 31, 2001, and for the six
months ended March 31, 2002 was $477.2 million, compared to $428.9 million for
the same period of 2001. Increased fees and other income, which includes
miscellaneous fees, syndication fees and gains from receivable sales, more than
offset lower equipment sale gains. The increases in fees and other income were
primarily in the Commercial Finance and Specialty Finance segments.

    The following table presents additional information regarding securitization
gains ($ in millions):

<Table>
<Caption>
                                                         QUARTER ENDED               SIX MONTHS ENDED
                                                           MARCH 31,                     MARCH 31,
                                                  ---------------------------   ---------------------------
                                                     2002           2001           2002           2001
                                                  -----------   -------------   -----------   -------------
                                                  (SUCCESSOR)   (PREDECESSOR)   (SUCCESSOR)   (PREDECESSOR)
<S>                                               <C>           <C>             <C>           <C>
Gains...........................................   $   34.7       $   37.4       $   62.7       $   78.0
Volume Securitized(1)...........................   $2,725.9       $1,096.4       $3,949.7       $2,300.6
</Table>

------------------------------
(1)  Excludes trade receivables securitized during the quarter ended March 31,
     2002.

    During the quarter ended March 31, 2002, we securitized $1.7 billion of home
equity loans to increase liquidity and broaden our access to funding sources.
The higher volume securitized during the current quarter reflected the need to
broaden funding access. However, gains were below the prior year because a
higher percentage of securitization volume consisted of home equity loans with
lower gains, and the equipment securitizations produced lower gains in the
current period.

SALARIES AND GENERAL OPERATING EXPENSES

    Salaries and general operating expenses were $226.9 million for the quarter
ended March 31, 2002, versus $263.5 million for the quarter ended March 31,
2001. For the six months ended March 31, 2002, salaries and general operating
expenses were $457.4 million compared to $522.8 million for the same prior year
period. The decrease is due to corporate staff reductions and business
restructurings in connection with the acquisition by Tyco. As a result, both the
efficiency ratio and the ratio of salaries

                                       29
<Page>
and general operating expenses to average managed assets ("AMA") improved for
the current periods as set forth in the following table:

<Table>
<Caption>
                                                         QUARTER ENDED               SIX MONTHS ENDED
                                                           MARCH 31,                     MARCH 31,
                                                  ---------------------------   ---------------------------
                                                     2002           2001           2002           2001
                                                  -----------   -------------   -----------   -------------
                                                  (SUCCESSOR)   (PREDECESSOR)   (SUCCESSOR)   (PREDECESSOR)
<S>                                               <C>           <C>             <C>           <C>
Efficiency ratio(1).............................     33.4%          43.1%          32.4%          43.0%
Salaries and general operating expenses as a
  percent of AMA(2).............................     1.93%          2.03%          1.92%          2.00%
</Table>

------------------------------
(1)  Efficiency ratio is the ratio of salaries and general operating expenses to
     operating margin excluding the provision for credit losses.

(2)  "AMA" means average managed assets, which is average earning assets plus
     the average of finance receivables previously securitized and still managed
    by us.

    The improvement in the efficiency ratio in 2002 over 2001 is a result of
strong margins and fee income and cost reductions. Management continues to
target an efficiency ratio in the mid 30% area.

    If the offering is completed, management expects an increase in expenses as
the Company will incur added expenses associated with public entities.

GOODWILL AND OTHER INTANGIBLE ASSETS AMORTIZATION

    CIT adopted SFAS 142, effective October 1, 2001, the beginning of CIT's
fiscal 2002. The Company has determined that there is no impact of adopting this
new standard under the transition provisions of SFAS 142.

    As a result of the adoption of SFAS 142, there was no goodwill amortization
for the quarter ended March 31, 2002, versus $22.5 million, before taxes
($19.9 million after taxes), in the prior year quarter. Goodwill decreased from
$6,547.5 million at September 30, 2001 to $2,383.4 million at March 31, 2002,
due to the estimated impairment charge described below, which was partially
offset by an approximately $350 million increase reflecting the finalization and
approval of exit and restructuring plans, which resulted in valuation
adjustments and liabilities recorded in conjunction with these activities.
Management does not expect further additions to goodwill as all exit and
restructuring plans were completed and approved by March 31, 2002.

    During the quarter ended March 31, 2002, our parent, Tyco, experienced
disruptions to its business surrounding its announced break-up plan, a downgrade
in its credit rating, and a significant decline in its market capitalization.
During this same time period, CIT also experienced credit downgrades and a
disruption to its historical funding base. The Company prepared valuations,
utilizing a discounted cash flows approach updated for current information and
considering various marketplace assumptions, which indicated a range of values
from impairment of $750 million to excess fair value of $1.5 billion. Based on
management's belief that CIT would be separated from Tyco, receive an increase
in its credit ratings, and regain access to the unsecured credit markets, we
initially concluded that CIT had an excess of fair market value over net book
value of approximately $1.5 billion. Accordingly, management did not believe
that there was an impairment of goodwill of CIT as of March 31, 2002.

    However, market-based information used in connection with our preliminary
consideration of the potential initial public offering for 100% of CIT indicated
that CIT's book value exceeded its estimated fair value as of March 31, 2002. As
a result, management performed a step 1 SFAS 142 impairment analysis as of
March 31, 2002 and concluded that an impairment charge was warranted at that
date.

    Accordingly, management's objective in performing the SFAS 142 step 1
analysis was to obtain relevant market based data to calculate the estimated
fair value of each CIT reporting unit as of March 31, 2002 based on each
reporting unit's projected earnings and market factors expected to be

                                       30
<Page>
used by market participants in ascribing value to each of these reporting units
in the planned separation of CIT from Tyco. Management obtained relevant market
data from our financial advisors regarding the range of price to earnings
multiples and market condition discounts applicable to each reporting unit as of
March 31, 2002 and applied this market data to the individual reporting unit
projected annual earnings as of March 31, 2002 to calculate an estimated fair
value of each reporting unit and any resulting reporting unit goodwill
impairment. The estimated fair values were compared to the corresponding
carrying value of each reporting unit at March 31, 2002. The total of the
individual reporting unit estimated goodwill impairments was $4.5 billion. We
have restated the CIT Consolidated Financial Statements for the quarter ended
March 31, 2002 to reflect impairment for each reporting unit resulting in a
$4.5 billion estimated impairment charge as of March 31, 2002.

    SFAS 142 requires a second step analysis whenever the reporting unit book
value exceeds estimated fair value. This analysis requires the Company to
estimate the fair value of each reporting unit's individual assets and
liabilities to complete the analysis of goodwill as of March 31, 2002. We have
not yet completed this analysis due to the recently revised fair values for each
reporting unit. The Company will complete this second step analysis in the
quarter ending June 30, 2002 for each reporting unit to determine if any
adjustment to the estimated goodwill impairment charge previously recorded is
needed.

    Subsequent to March 31, 2002, CIT experienced further credit downgrades and
the business environment and other factors continue to negatively impact the
value for the proposed IPO of CIT. As of the date of this filing, we estimate
that the proceeds to Tyco, before underwriting discounts and commissions, from
the sale of 100% of CIT's common stock will be between $5.0 billion and
$5.8 billion. Due to these events, the Company will assess remaining goodwill of
each reporting unit for potential additional impairment based on the indicators
of further decline in value.

INCOME TAXES

    The effective income tax rate was (2.3)% during the quarter ended March 31,
2002, versus 37.8% during the quarter ended March 31, 2001, and was (6.4)% and
37.8% for the six months ended March 31, 2002 and 2001, respectively. The
effective income tax rate for the quarter and six months ended March 31, 2002,
reflects the impact of the estimated goodwill impairment charge, which is not
deductible for income tax purposes. Excluding the impact of the estimated
goodwill charge, the effective income tax rate was 38.1% and 38.0% during the
quarter and six months ended March 31, 2002, respectively.

FINANCING AND LEASING ASSETS

    Managed assets, comprised of financing and leasing assets and finance
receivables securitized that we continue to manage, totaled $48.1 billion at
March 31, 2002, down from $50.9 billion at September 30, 2001, and
$54.0 billion at March 31, 2001. Owned financing and leasing portfolio assets
totaled $37.3 billion (including $3.4 billion securitized trade receivables) at
March 31, 2002 compared to $40.7 billion at September 30, 2001 and
$43.5 billion at March 31, 2001.

    The trend of declining asset levels reflects the following: (1) sales and
liquidation of non-strategic assets; (2) the continued focus on managing down
our leverage ratios; (3) lower origination volume due to continued soft economic
conditions; and (4) growth constraints relating to the previously described
liquidity events. During the six months ended March 31, 2002, we completed the
sale of approximately $700 million in recreational vehicle receivables in the
Specialty Finance-consumer segment, and the liquidation of several portfolios
continued, including trucking, franchise, inventory financing, manufactured
housing and recreational vehicles. Since March 31, 2001, we have sold,
liquidated or placed in liquidation status approximately $5.0 billion of owned
assets. The 85.2% decline in Commercial Services assets reflected our first
securitization of trade accounts receivable and normal

                                       31
<Page>
seasonal trends. In addition, $1.7 billion of home equity receivables were
securitized during the quarter in the Specialty Finance- consumer business unit
as part of our program to broaden funding access. New origination volume
(excluding factoring), although above the preceding quarter, remained below
prior year levels by approximately 7%. Management expects volume to be
constrained for the near term due to the liquidity events described previously.

    The managed assets of our business segments and the corresponding strategic
business units are presented in the following table ($ in millions):

<Table>
<Caption>
                                                     MARCH 31,   SEPTEMBER 30,
                                                       2002          2001         CHANGE     PERCENT
                                                     ---------   -------------   ---------   --------
<S>                                                  <C>         <C>             <C>         <C>
Equipment Financing................................  $10,004.3     $11,063.7     $(1,059.4)    (9.6)%
Capital Finance....................................    5,484.9       5,045.4         439.5      8.7 %
                                                     ---------     ---------     ---------
Total Equipment Financing and Leasing Segment......   15,489.2      16,109.1        (619.9)    (3.8)%
                                                     ---------     ---------     ---------
Specialty Finance:
  Commercial.......................................    8,519.1       8,587.7         (68.6)    (0.8)%
  Consumer.........................................    2,418.3       4,203.4      (1,785.1)   (42.5)%
                                                     ---------     ---------     ---------
Total Specialty Finance Segment....................   10,937.4      12,791.1      (1,853.7)   (14.5)%
                                                     ---------     ---------     ---------
Commercial Services................................      756.1       5,112.2      (4,356.1)   (85.2)%
Business Credit....................................    3,680.6       3,544.9         135.7      3.8 %
                                                     ---------     ---------     ---------
Total Commercial Finance Segment...................    4,436.7       8,657.1      (4,220.4)   (48.8)%
                                                     ---------     ---------     ---------
Structured Finance Segment.........................    3,035.7       3,171.9        (136.2)    (4.3)%
                                                     ---------     ---------     ---------
TOTAL FINANCING AND LEASING PORTFOLIO ASSETS.......   33,899.0      40,729.2      (6,830.2)   (16.8)%
                                                     ---------     ---------     ---------
Finance receivables securitized and managed by
  us...............................................   10,756.4      10,147.9         608.5      5.7 %
Trade receivables securitized and managed by us....    3,432.4            --       3,432.4
                                                     ---------     ---------     ---------
Total receivables securitized and managed by us....   14,188.8      10,147.9       4,040.9     39.8 %
                                                     ---------     ---------     ---------
TOTAL MANAGED ASSETS...............................  $48,087.8     $50,877.1     $(2,789.3)    (5.5)%
                                                     =========     =========     =========
</Table>

                                       32
<Page>
PAST DUE AND NON-PERFORMING ASSETS

    The following table sets forth certain information concerning our past due
(sixty days or more) and non-performing assets (finance receivables on
non-accrual status and assets received in satisfaction of loans) and the related
percentages of finance receivables ($ in millions).

<Table>
<Caption>
                                                     MARCH 31,           DECEMBER 31,          SEPTEMBER 30,
                                                       2002                  2001                  2001
                                                -------------------   -------------------   -------------------
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>
Finance receivables, past due 60 days or more:
  Equipment Financing and Leasing.............  $  463.0     4.39%    $  471.8     4.33%    $  466.5     4.08%
  Specialty Finance-commercial................     287.3     4.55%       293.1     4.57%       259.5     3.97%
  Commercial Finance..........................     224.7     2.86%       197.7     2.52%       151.4     1.75%
  Structured Finance..........................      39.0     1.49%        37.7     1.83%        38.3     1.75%
                                                --------              --------              --------
  Total Commercial............................   1,014.0     3.71%     1,000.3     3.68%       915.7     3.18%
  Specialty Finance-consumer..................     144.1     5.96%       183.1     5.88%       188.2     6.12%
                                                --------              --------              --------
  Total.......................................  $1,158.1     3.90%    $1,183.4     3.90%    $1,103.9     3.46%
                                                ========              ========              ========
Non-performing assets:
  Equipment Financing and Leasing.............  $  472.3     4.48%    $  422.3     3.88%    $  459.1     4.02%
  Specialty Finance-commercial................     140.1     2.22%       150.6     2.35%       124.2     1.98%
  Commercial Finance..........................     138.5     1.76%       145.1     1.85%       106.0     1.22%
  Structured Finance..........................      81.8     3.12%        92.5     4.49%       110.4     5.05%
                                                --------              --------              --------
  Total Commercial............................     832.7     3.05%       810.5     2.98%       799.7     2.78%
  Specialty Finance-consumer..................     155.7     6.44%       171.0     5.49%       170.0     5.53%
                                                --------              --------              --------
  Total.......................................  $  988.4     3.32%    $  981.5     3.24%    $  969.7     3.04%
                                                ========              ========              ========
</Table>

    Past due and non-performing assets both increased moderately in dollar
amounts from September 30, 2001, and increased as a percentage of finance
receivables due to asset sales and the continued liquidation of non-strategic
portfolios at March 31, 2002. The increases in dollar amounts of past dues and
non-performing assets reflect economic weakness in sectors of the economy.
Commercial Finance past dues and non-performing assets increased due to
continued weakness in the retail and manufacturing sectors. The Specialty
Finance-commercial past due and non-performing assets increase reflects the
small ticket characteristics of the portfolio, which are typically more
sensitive to economic changes.

CONCENTRATIONS

    Our ten largest financing and leasing asset accounts in the aggregate
accounted for 4.6% of our total financing and leasing assets at March 31, 2002
(with the largest account representing less than 1%), all of which are
commercial accounts secured by either equipment, accounts receivable or
inventory.

    At March 31, 2002 and September 30, 2001, our managed asset geographic
diversity did not differ significantly from our owned asset geographic
diversity.

    Our financing and leasing asset portfolio in North America is diversified by
region. At March 31, 2002, with the exception of California (10.0%), New York
(6.8%), and Texas (7.8%), no state or province within any region represented
more than 4.0% of owned financing and leasing assets. Our March 2002 managed and
owned asset geographic composition did not significantly differ from our
September 2001 managed and owned asset geographic composition.

    Financing and leasing assets to foreign obligors totaled $7.0 billion at
March 31, 2002. After Canada, $1.8 billion (5.2% of financing and leasing
assets), the largest foreign exposures were England, $1.2 billion (3.6%), China,
$378 million (1.1%), Germany, $373 million (1.1%), France, $360 million

                                       33
<Page>
(1.1%) and Australia $351 million (1.0%). Our remaining foreign exposure was
geographically dispersed, with no other individual country exposure exceeding
1.0% of financing and leasing assets.

    At September 30, 2001, with the exception of California (10.4%), New York
(8.8%), and Texas (7.7%), no state or province within any region represented
more than 4.5% of owned financing and leasing assets. Financing and leasing
assets to foreign obligors totaled $6.9 billion at September 30, 2001. After
Canada, $2.0 billion (4.8% of financing and leasing assets), the next largest
foreign exposure was to England, $0.9 billion (2.1%). Our remaining foreign
exposure was geographically dispersed, with no other individual country exposure
exceeding 1.0% of financing and leasing assets.

    At March 31, 2002 we had approximately $180 million of U.S.
dollar-denominated loans and assets outstanding to customers located or doing
business in Argentina. The Argentine government has recently instituted economic
reforms, including the conversion of certain dollar-denominated loans into
pesos. As such, during the quarter ended March 31, 2002 we recorded a charge of
$95.0 million relating to this devaluation of the Argentine Peso.

    Our telecommunications portfolio is included in "Communications" in the
industry composition table included in the Notes to the Consolidated Financial
Statements. This portfolio is included in our Structured Finance segment and
totals approximately $684.2 million at March 31, 2002, comprising approximately
2.1% of total financing and leasing assets, of which 8.9% are on non-accrual
status. This portfolio consists of 59 accounts with an average balance of
approximately $11.6 million. The 10 largest accounts in the portfolio aggregate
$204.9 million with the largest single account under $26.0 million. Competitive
local exchange carrier ("CLEC") accounts were approximately $294.1 million, or
43.0%, of the telecommunications portfolio at March 31, 2002. Many of these CLEC
accounts are in the process of building out their networks and developing
customer bases. Our telecommunications transactions are collateralized by the
assets of the customer (equipment, receivables, cash, etc.) and typically are
also secured by a pledge of the stock of non-public companies. If weakness
continues in the telecommunications industry, the value of our
telecommunications portfolio could be adversely impacted.

LIQUIDITY RISK MANAGEMENT

    In February 2002, we drew down on our $8.5 billion in unsecured bank credit
facilities, which have historically been maintained as liquidity support for our
commercial paper programs. The proceeds are continuing to be used to satisfy our
outstanding commercial paper obligations, of which approximately $710 million
remains outstanding at March 31, 2002. The credit facilities are made up of four
variable-rate instruments. Two of the instruments mature in March 2003, with one
totaling $3.72 billion at LIBOR plus 28 basis points and the other is
$0.5 billion (Canadian dollar) at Prime plus 5 basis points as of March 31,
2002. The remaining two variable rate credit instruments consist of
$3.72 billion at LIBOR plus 30 basis points that matures in March 2005 and
$0.765 billion at LIBOR plus 45 basis points that matures in April 2005 as of
March 31, 2002. This draw down followed a similar draw down of bank lines by
Tyco.

    In April 2002, we completed a $2.5 billion public unsecured bond offering as
part of our strategy to strengthen our liquidity position. This debt offering
was comprised of $1.25 billion aggregate principal amount of 7.375% senior notes
due April 2, 2007 and $1.25 billion aggregate principal amount of 7.750% senior
notes due April 2, 2012. The proceeds will be used to repay a portion of our
existing term debt at maturity.

                                       34
<Page>
    Following the credit ratings downgrade of Tyco in February 2002, our credit
ratings were downgraded by Standard & Poor's and Fitch, while Moody's confirmed
our ratings, resulting in the ratings shown in the following table:

<Table>
<Caption>
                                                      AT DECEMBER 31, 2001      AT MARCH 31, 2002
                                                     ----------------------   ----------------------
                                                     SHORT TERM   LONG TERM   SHORT TERM   LONG TERM
                                                     ----------   ---------   ----------   ---------
<S>                                                  <C>          <C>         <C>          <C>
Moody's............................................     P-1           A2          P-1          A2
Standard & Poor's..................................     A-1           A+          A-2          A-
Fitch..............................................      F1           A+           F2          A-
</Table>

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

    THE SECURITY RATINGS STATED ABOVE ARE NOT A RECOMMENDATION TO BUY, SELL OR
HOLD SECURITIES AND MAY BE SUBJECT TO REVISION OR WITHDRAWAL BY THE ASSIGNING
RATING ORGANIZATION. EACH RATING SHOULD BE EVALUATED INDEPENDENTLY OF ANY OTHER
RATING.

    On April 30, 2002, Fitch revised the rating watch status on all our ratings
from evolving to negative, due to concerns surrounding the timing of the
separation from Tyco.

    On June 7, 2002, Standard & Poor's downgraded CIT's long-term debt rating
from A- to BBB+. Standard & Poor's ratings on all of CIT's debt remain on watch
status with developing implications.

    On June 10, 2002, Fitch downgraded CIT's long-term debt rating from A- to
BBB. All of the Company's Fitch ratings remain on watch status.

    The contractual maturities of our commercial paper and term debt from
April 1, 2002 to December 31, 2002 are shown in the following table ($ in
millions):

<Table>
<Caption>
                                                                                 JULY-     OCTOBER-
                                               APRIL       MAY        JUNE     SEPTEMBER   DECEMBER    TOTAL
                                              --------   --------   --------   ---------   --------   --------
<S>                                           <C>        <C>        <C>        <C>         <C>        <C>
Commercial paper............................  $    469   $    154    $   55    $     32    $     --   $    710
Term debt...................................     1,446      1,104       817       2,032       1,677      7,076
                                              --------   --------    ------    --------    --------   --------
Totals......................................  $  1,915   $  1,258    $  872    $  2,064    $  1,677   $  7,786
                                              ========   ========    ======    ========    ========   ========
</Table>

    Our short-term liquidity plan is focused on the funds required to meet
scheduled maturities of the remaining commercial paper and term debt. The plan
assumes that the remaining commercial paper will be substantially paid with the
remaining proceeds from the bank lines and that funds required to meet term debt
maturities will be paid via securitizations, including existing commercial
equipment vehicles and the additional facilities described previously in the
"--Overview" section, and the $2.5 billion raised from the recent debt offering.
Proceeds from paydowns on our existing receivables are expected to be used to
fund new portfolio volume. We expect over time to have our ratings reviewed by
the rating agencies to regain more cost-effective access to the public debt
markets.

    From time to time, CIT files registration statements for debt securities,
which it may sell in the future. At April 30, 2002, we had $12.2 billion of
registered, but unissued, debt securities available under a shelf registration
statement. In addition, CIT had $5.4 billion of registered, but unissued,
securities available under public shelf registration statements relating to our
asset-backed securitization program. Separately, during the quarter we completed
$2.2 billion in private securitization facilities.

    See the "--Overview" and "--Net Finance Margin" sections for information
regarding the impact of our liquidity and capitalization plan on results of
operations.

                                       35
<Page>
CAPITALIZATION

    The following table presents information regarding our capital structure ($
in millions):

<Table>
<Caption>
                                                    MARCH 31, 2002   SEPTEMBER 30, 2001
                                                    --------------   ------------------
                                                      (RESTATED)
<S>                                                 <C>              <C>
Commercial paper..................................    $   709.9           $ 8,869.2
Bank credit facilities............................      8,518.4                  --
Term debt.........................................     24,506.6            26,828.5
Company-obligated mandatorily redeemable preferred
  securities of subsidiary trust holding solely
  debentures of the Company ("Preferred Capital
  Securities")....................................        258.6               260.0
Shareholder's equity(1)...........................      6,511.6            10,661.4
                                                      ---------           ---------
Total capitalization..............................     40,505.1            46,619.1
Goodwill and other intangible assets, net.........     (2,403.2)           (6,569.5)
                                                      ---------           ---------
Total tangible capitalization.....................    $38,101.9           $40,049.6
                                                      =========           =========
Tangible shareholder's equity and Preferred
  Capital Securities to managed assets............         9.14%               8.48%
Total debt (excluding overnight deposits) to
  tangible shareholder's equity and Preferred
  Capital Securities..............................         7.30x               8.20x
</Table>

------------------------------
(1)  Shareholder's equity excludes Accumulated other comprehensive loss relating
     to derivative financial instruments and unrealized gains on equity and
    securitization investments.

    See Note 9 and the "--Overview" section above for a discussion of events
impacting our liquidity and capitalization and "--Goodwill and Other Intangible
Assets Amortization" for a discussion of events impacting our goodwill.

SECURITIZATION AND JOINT VENTURE ACTIVITIES

    We utilize joint ventures and special purpose entities (SPEs) in the normal
course of business to execute securitization transactions and conduct business
in key vendor relationships.

    Securitization Transactions--SPEs are used to achieve "true sale" and
bankruptcy remote requirements for these transactions in accordance with
SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities." Pools of assets are originated and sold to
independent trusts (the SPEs), which in turn issue securities to investors
solely backed by asset pools. Accordingly, CIT has no legal obligations to repay
the investment certificates in the event of a default by the Trust. CIT retains
the servicing rights and participates in certain cash flows of the pools. The
present value of expected net cash flows that exceeds the estimated cost of
servicing is recorded in other assets as a "retained interest." Assets
securitized are shown in our managed assets and our capitalization ratios on
managed assets.

    Joint Ventures--We utilize joint ventures to conduct financing activities
with certain strategic vendor partners. Receivables are originated by the joint
venture entity and purchased by CIT. These distinct legal entities are jointly
owned by the vendor partner and CIT, and there is no third-party debt involved.
These arrangements are accounted for on the equity method, with profits and
losses distributed according to the joint venture agreement.

    Commitments and Contingencies--In the normal course of business, we grant
commitments to extend additional financing and leasing asset credit and we have
commitments to purchase commercial aircraft for lease to third parties. We also
enter into various credit-related commitments, including letters of credit,
acceptances and guarantees. These financial arrangements generate fees and
involve, to varying degrees, elements of credit risk in excess of the amounts
recognized on the Consolidated

                                       36
<Page>
Balance Sheet. To minimize potential credit risk, we generally require
collateral and other credit-related terms from the customer.

ACCOUNTING POLICIES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to use judgment in making
estimates and assumptions that affect reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. The following accounting policies include inherent risks and
uncertainties related to judgments and assumptions made by management.
Management's estimates are based on the relevant information available at the
end of each period.

    Investments--Investments for which the Company does not have the ability to
exercise significant influence and for which there is not a readily determinable
market value are accounted for under the cost method. Management uses judgment
in determining when an unrealized loss is deemed to be other than temporary, in
which case such loss is charged to earnings.

    Charge-off of Finance Receivables--Finance receivables are reviewed
periodically to determine the probability of loss. Charge-offs are taken after
considering such factors as the borrower's financial condition and the value of
underlying collateral and guarantees (including recourse to dealers and
manufacturers).

    Impaired Loans--Loan impairment is defined as any shortfall between the
estimated value and the recorded investment in the loan, with the estimated
value determined using the fair value of the collateral, if the loan is
collateral dependent, or the present value of expected future cash flows
discounted at the loan's effective interest rate.

    Retained Interests in Securitizations--Significant financial assumptions,
including loan pool credit losses, prepayment speeds and discount rates, are
utilized to determine the fair values of retained interests, both at the date of
the securitization and in the subsequent quarterly valuations of retained
interests. Any resulting losses, representing the excess of carrying value over
estimated fair value, are recorded in current earnings. However, unrealized
gains are reflected in shareholder's equity as part of other comprehensive
income, rather than in earnings.

    Lease Residual Values--Operating lease equipment is carried at cost less
accumulated depreciation and is depreciated to estimated residual value using
the straight-line method over the lease term or projected economic life of the
asset. Direct financing leases are recorded at the aggregated future minimum
lease payments plus estimated residual values less unearned finance income.
Management performs periodic reviews of the estimated residual values, with
impairment, other than temporary, recognized in the current period.

    Reserve for Credit Losses--The reserve for credit losses is periodically
reviewed by management for adequacy considering economic conditions, collateral
values and credit quality indicators, including historical and expected
charge-off experience and levels of past-due loans and non-performing assets.
Management uses judgment in determining the level of the consolidated reserve
for credit losses and in evaluating the adequacy of the reserve.

    Goodwill--CIT adopted SFAS 142, "Goodwill and Other Intangible Assets"
effective October 1, 2001, the beginning of CIT's fiscal 2002. The Company has
determined that there is no impact of adopting this new standard under the
transition provisions of SFAS 142.

    Since adoption, goodwill is no longer amortized but instead is assessed
annually for impairment or sooner if circumstances indicate a possible
impairment. During this assessment, management relies on a number of factors
including operating results, business plans, economic projections, anticipated
future cash flows, and transactions and market place data. See the "--Overview"
and "--Goodwill and Other Intangible Assets Amorization" sections for a
discussion of our recent impairment analysis.

                                       37
<Page>
STATISTICAL DATA

    The following table presents components of net income as a percent of AEA,
along with other selected financial data ($ in millions):

<Table>
<Caption>
                                                          FOR THE SIX MONTHS ENDED
                                                       -------------------------------
                                                       MARCH 31, 2002   MARCH 31, 2001
                                                       --------------   --------------
                                                        (SUCCESSOR)     (PREDECESSOR)
                                                         (RESTATED)
<S>                                                    <C>              <C>
FINANCE INCOME.......................................        12.43%           13.29%
Interest expense.....................................         3.89             6.14
                                                         ---------        ---------
  Net finance income.................................         8.54             7.15
Depreciation on operating lease equipment............         3.50             3.33
                                                         ---------        ---------
  Net finance margin.................................         5.04             3.82
Provision for credit losses..........................         1.66             0.63
                                                         ---------        ---------
Net finance margin, after provision for credit
  losses.............................................         3.38             3.19
Other revenue........................................         2.57             2.06
                                                         ---------        ---------
  OPERATING MARGIN...................................         5.95             5.25
Salaries and general operating expenses..............         2.46             2.51
Goodwill amortization................................           --             0.22
Goodwill impairment..................................        24.32               --
                                                         ---------        ---------
  OPERATING EXPENSES.................................        26.78             2.73
                                                         ---------        ---------
  (Loss) income before income taxes..................       (20.83)            2.52
Provision for income taxes...........................        (1.32)           (0.95)
Minority interest in subsidiary trust holding solely
  debentures of the Company..........................        (0.03)           (0.03)
                                                         ---------        ---------
  Net (loss) income..................................       (22.18)%           1.54%
                                                         ---------        ---------
Average earning assets...............................    $37,114.1        $41,652.2
                                                         =========        =========
</Table>

MARKET RISK MANAGEMENT

    Our exposure to market risk from changes in interest rates, foreign currency
exchange rates and commodity prices has not changed materially from our exposure
during the transitional fiscal year ended September 30, 2001, except for
possible additional interest rate exposure discussed in "--Overview" and
"--Liquidity Risk Management" above.

ACCOUNTING PRONOUNCEMENTS

    In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. This statement is effective for fiscal years beginning
after June 15, 2002. We are currently assessing the impact of this new standard.

    In July 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of
Long-Lived Assets," which is effective for fiscal years beginning after
December 15, 2001. The provisions of this statement provide a single accounting
model for impairment of long-lived assets. We are currently assessing the impact
of this new standard.

    In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections," which is effective for fiscal years beginning after May 15, 2002.
This statement rescinds the above mentioned statements and amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. We are
currently assessing the impact of this new standard.

                                       38
<Page>
                           FORWARD-LOOKING STATEMENTS

    Certain statements contained in this document are forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
All statements contained herein that are not clearly historical in nature are
forward-looking and the words "anticipate," "believe," "expect," "estimate" and
similar expressions are generally intended to identify forward-looking
statements. Any forward-looking statements contained herein, in press releases,
written statements or other documents filed with the SEC or in communications
and discussions with investors and analysts in the normal course of business
through meetings, webcasts, phone calls and conference calls, concerning our
operations, economic performance and financial condition are subject to known
and unknown risks, uncertainties and contingencies. Forward-looking statements
are included, for example, in the discussions about:

    - our liquidity risk management,

    - our credit risk management,

    - our asset/liability risk management,

    - our capital, leverage and credit ratings,

    - our operational and legal risks,

    - how we may be affected by legal proceedings, and

    - our separation from Tyco and our relationship with Tyco following the
      separation.

    All forward-looking statements involve risks and uncertainties, many of
which are beyond our control, which may cause actual results, performance or
achievements to differ materially from anticipated results, performance or
achievements. Also, forward-looking statements are based upon management's
estimates of fair values and of future costs, using currently available
information. Therefore, actual results may differ materially from those
expressed or implied in those statements. Factors that could cause such
differences include, but are not limited to:

    - risks associated with transactions involving foreign currencies,

    - continued weakness in the telecommunications industry,

    - impact of the events September 11, 2001 on the commercial airline
      financing industry,

    - potential further impairment of our goodwill,

    - changes in our credit ratings,

    - risks of economic slowdown, downturn or recession,

    - industry cycles and trends,

    - risks inherent in changes in market interest rates,

    - funding opportunities and borrowing costs,

    - changes in funding markets, including commercial paper, term debt and the
      asset-backed securitization markets,

    - uncertainties associated with risk management, including credit,
      prepayment, asset/liability, interest rate and currency risks,

    - adequacy of reserves for credit losses,

    - risks associated with the value and recoverability of leased equipment and
      lease residual values,

    - changes in regulations governing our business and operations or
      permissible activities,

    - changes in competitive factors, and

    - future acquisitions and dispositions of businesses or asset portfolios.

                                       39
<Page>
                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a) Exhibits

    12 Computation of ratios of earnings to fixed charges (restated).

                                       40
<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.

<Table>
<S>                                                    <C>  <C>
                                                       CIT GROUP INC.

                                                       By:             /s/ JOSEPH M. LEONE
                                                            -----------------------------------------
                                                                         Joseph M. Leone
                                                                   EXECUTIVE VICE PRESIDENT AND
                                                                     CHIEF FINANCIAL OFFICER
                                                                      (PRINCIPAL ACCOUNTING
                                                                      AND FINANCIAL OFFICER)
</Table>

Date: June 12, 2002

                                       41