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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

                  For the quarterly period ended MARCH 31, 2000
                                                 --------------
                                       OR

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

                       For the transition period from______to_______

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

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

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

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

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


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                        Yes   X       No
                                           ------       -------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of April 30, 2000: Common Stock including Exchangeable Shares -
263,018,311.

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

<PAGE>

                      THE CIT GROUP, INC. AND SUBSIDIARIES
                                   (UNAUDITED)


             TABLE OF CONTENTS                                              PAGE
                                                                            ----
PART I.  FINANCIAL INFORMATION                                                 1

 Item 1.  Condensed Financial Statements
          Consolidated Balance Sheets - March 31, 2000 and
            December 31, 1999.                                                 2
          Consolidated Income Statements for the three months
            ended March 31, 2000 and 1999.                                     3
          Consolidated Statements of Changes in Stockholders' Equity for
            the three months ended March 31, 2000 and 1999.                    4
          Consolidated Statements of Cash Flows for the three months
            ended March 31, 2000 and 1999.                                     5
          Notes to Condensed Consolidated Financial Statements.             6-10

  Item 2. Management's Discussion and Analysis of Financial
   and      Condition and Results of Operations                            11-26
  Item 3. Quantitative and Qualitative Disclosures about Market Risk

PART II. OTHER INFORMATION

  Item 4. Submission of Matters to a Vote of Security Holders                 27
  Item 6. Exhibits and Reports on Form 8-K                                    27

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

                          PART I. FINANCIAL INFORMATION

      Certain  information  and footnote  disclosures  normally  included in the
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted  pursuant to the rules and
regulations  of the Securities and Exchange  Commission.  It is suggested  these
condensed  consolidated  financial  statements be read in  conjunction  with the
consolidated financial statements and notes thereto included in the December 31,
1999 Annual  Report on Form 10-K for The CIT Group,  Inc.  ("we",  "our",  "us",
"CIT", or the "Company").


                                       1
<PAGE>



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

<TABLE>
<CAPTION>
                                                            March 31,       December 31,
                                                              2000             1999
                                                          -----------      ------------
                                                          (unaudited)
<S>                                                       <C>               <C>
Assets
------
Financing and leasing assets
Loans and leases
   Commercial                                             $29,211.9         $27,119.2
   Consumer                                                 4,127.2           3,887.9
                                                          ---------         ---------
      Finance receivables                                  33,339.1          31,007.1
Reserve for credit losses                                    (476.2)           (446.9)
                                                          ---------         ---------
      Net finance receivables                              32,862.9          30,560.2
Operating lease equipment, net                              6,495.6           6,125.9
Finance receivables held for sale                           2,762.5           3,123.7
Cash and cash equivalents                                     388.8           1,073.4
Goodwill                                                    1,830.1           1,850.5
Other assets                                                2,310.4           2,347.4
                                                          ---------         ---------
   Total assets                                           $46,650.3         $45,081.1
                                                          =========         =========

Liabilities and Stockholders' Equity
------------------------------------
Debt
Commercial paper                                          $10,618.1         $ 8,974.0
Variable rate senior notes                                  7,914.7           7,147.2
Fixed rate senior notes                                    18,180.6          19,052.3
Subordinated fixed rate notes                                 200.0             200.0
                                                          ----------        ---------
   Total debt                                              36,913.4          35,373.5
Credit balances of factoring clients                        2,256.7           2,200.6
Accrued liabilities and payables                            1,020.1           1,191.8
Deferred federal income taxes                                 558.5             510.8
                                                          ---------         ---------
   Total liabilities                                       40,748.7          39,276.7
Company-obligated mandatorily redeemable
   preferred securities of subsidiary trust holding
   solely debentures of the Company                           250.0             250.0
Stockholders' equity
Common stock                                                    2.7               2.7
Paid-in capital                                             3,524.7           3,521.8
Retained earnings                                           2,214.9           2,097.6
Accumulated other comprehensive income                          0.1               2.8
Treasury stock at cost                                        (90.8)            (70.5)
                                                          ---------         ---------
   Total stockholders' equity                               5,651.6           5,554.4
                                                          ---------         ---------
   Total liabilities and stockholders' equity             $46,650.3         $45,081.1
                                                          =========         =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

                      THE CIT GROUP, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                 (Dollars in Millions, except per share amounts)

<TABLE>
<CAPTION>

                                                                   For The Three Months
                                                                     Ended March 31,
                                                              -----------------------------
                                                                 2000                1999
                                                              ---------             -------
                                                                       (unaudited)
<S>                                                           <C>                   <C>
Finance income                                                $ 1,228.8             $ 541.5
Interest expense                                                  571.9               273.3
                                                              ---------             -------
   Net finance income                                             656.9               268.2
Depreciation on operating lease equipment                         307.8                56.1
                                                              ---------             -------
   Net finance margin                                             349.1               212.1
Fees and other income                                             238.2                64.7
                                                              ---------             -------
   Operating revenue                                              587.3               276.8
                                                              ---------             -------

Salaries and general operating expenses                           268.2               105.8
Provision for credit losses                                        61.6                21.9
Goodwill amortization                                              20.5                 3.2
Minority interest in subsidiary trust holding solely
   debentures of the Company                                        4.8                 4.8
                                                              ---------             -------
   Operating expenses                                             355.1               135.7
                                                              ---------             -------

   Income before provision for income taxes                       232.2               141.1
Provision for income taxes                                         88.3                49.2
                                                              ---------             =======
   Net income                                                 $   143.9             $  91.9
                                                              =========             =======

Basic net income per share                                    $    0.55             $  0.57
Diluted net income per share                                  $    0.55             $  0.57
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

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

                                                         Three Months Ended
                                                              March 31,
                                                  ------------------------------
                                                     2000                1999
                                                  ----------         -----------
                                                            (unaudited)

Balance, January 1                                $  5,554.4         $  2,701.6
                                                  ----------         ----------
  Net income                                           143.9               91.9
  Foreign currency translation adjustments              (3.3)                --
  Unrealized gain on equity and securitization
   investments, net                                      0.6                 --
                                                  ----------         ----------
Total comprehensive income                             141.2               91.9
Dividends declared                                     (26.6)             (16.2)
Treasury stock purchased                               (20.3)              (7.2)
Other                                                    2.9                3.6
                                                  ----------         ----------
Balance, March 31                                 $  5,651.6         $  2,773.7
                                                  ==========         ==========


See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                            Three Months Ended
                                                                                 March 31,
                                                                      -----------------------------
                                                                         2000                1999
                                                                      ----------          ----------
                                                                                (unaudited)

<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATIONS
Net income                                                            $    143.9          $    91.9
Adjustments to reconcile net income to net cash flows
   from operations:
 Provision for credit losses                                                61.6               21.9
 Depreciation and amortization                                             353.4               73.1
 Provision for deferred federal income taxes                                47.7               26.2
 Gains on equipment, receivable and investment sales                       (95.7)             (14.0)
 (Decrease) increase in accrued liabilities and payables                  (126.8)              72.0
 Decrease (increase) in other assets                                        32.7              (53.1)
 Other                                                                       4.1               15.7
                                                                      ----------          ---------
  Net cash flows provided by operations                                    420.9              233.7
                                                                      ----------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Loans extended                                                         (11,658.2)          (7,827.7)
Collections on loans                                                     9,453.7            7,485.0
Proceeds from asset and receivable sales                                 1,168.5              775.2
Purchase of finance receivable portfolios                                 (706.0)            (202.0)
Purchases of assets to be leased                                          (547.8)            (472.5)
Net increase in short-term factoring receivables                          (267.3)             (91.4)
Other                                                                       25.1               (6.3)
                                                                      ----------          ---------
  Net cash flows used for investing activities                          (2,532.0)            (339.7)
                                                                      ----------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of variable and fixed rate notes                             (3,199.3)          (1,598.9)
Proceeds from the issuance of variable and fixed rate notes              3,095.1            2,248.4
Net increase (decrease) in commercial paper                              1,644.1             (334.8)
Repayments of non-recourse leveraged lease debt                            (66.9)             (70.0)
Cash dividends paid                                                        (26.6)             (16.2)
Purchase of treasury stock                                                 (20.3)              (7.2)
                                                                      ----------          ---------
  Net cash flows provided by financing activities                        1,426.1              221.3
                                                                      ----------          ---------
Effect of exchange rate on cash                                              0.4                 --
                                                                      ----------          ---------
Net (decrease) increase in cash and cash equivalents                      (684.6)             115.3
Cash and cash equivalents, beginning of period                           1,073.4               73.6
                                                                      ----------          ---------
Cash and cash equivalents, end of period                              $    388.8          $   188.9
                                                                      ==========          =========

Supplemental disclosures
Interest paid                                                         $    526.7          $   225.7
Federal, state and local and foreign income taxes paid                $      4.2          $     3.4
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

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

Note 1-Basis of Presentation

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

Note 2-Earnings Per Share

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

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

                                                        For the Three Months Ended March 31,
                              -----------------------------------------------------------------------------------------
                                                 2000                                          1999
                              --------------------------------------------   ------------------------------------------
                                 Income          Shares         Per Share      Income          Shares       Per Share
                               (Numerator)    (Denominator)      Amount      (Numerator)   (Denominator)     Amount
                               -----------    -------------      ------      -----------   -------------     ------
                                                  (Dollars in Millions, except per share amounts)
<S>                               <C>          <C>               <C>             <C>         <C>              <C>
Basic EPS:
Income available to
  common shareholders             $143.9       262,931,435       $0.55           $91.9       161,166,060      $0.57
                                                                 =====                                        =====
Effect of Dilutive
  Securities:
Restricted shares                      -           660,570                           -           962,291
Stock options                          -            28,097                           -           292,676
                                  ------       -----------                       -----       -----------
Diluted EPS                       $143.9       263,620,102       $0.55           $91.9       162,421,027      $0.57
                                  ======       ===========       =====           =====       ===========      =====

----------------------------------------------------------------------------------------------------------------------
</TABLE>

Note 3-Stockholders' Equity

The following table summarizes the outstanding  common stock, par value $.01 per
share with 1,210,000,000 shares authorized, and exchangeable shares at March 31,
2000 and December 31, 1999.

<TABLE>
<CAPTION>

                                                                    Common Stock
                                               -----------------------------------------------------
                                                                      Less                             Exchangeable
                                                   Issued           Treasury          Outstanding         Shares
                                                   ------           --------          -----------         ------
<S>                                              <C>               <C>                <C>               <C>
Balance at March 31, 2000                        254,891,002       (3,928,986)        250,962,016       12,405,295
                                                 ===========       ===========        ===========       ==========
Balance at December 31, 1999                     242,285,952       (2,745,685)        239,540,267       24,892,310
                                                 ===========       ===========        ===========       ==========
</TABLE>


                                       6
<PAGE>

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

Exchangeable  shares of CIT Exchangeco  Inc., par value of $.01 per share,  were
issued in connection with the acquisition of Newcourt. The holders of Exchangeco
shares have dividend,  voting and other rights equivalent to those of CIT common
stock  holders.  These  shares may be exchanged at any time at the option of the
holder on a  one-for-one  basis for CIT common  stock,  and in any event must be
exchanged no later than November 2004.

Note 4 - Business Segment Information

The  following   table  presents   reportable   segment   information   and  the
reconciliation  to the  consolidated  totals as of March 31, 2000 and 1999.  The
2000 amounts reflect  integration  related  portfolio  transfers  between Vendor
Technology  Finance,  Structured  Finance and  Equipment  Financing and Leasing.
Prior year  balances  have been  reclassified  to conform  with the current year
presentation.

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

                           Equipment    Vendor
                           Financing  Technology  Commercial  Structured               Total     Corporate  Consolidated
                          and Leasing   Finance     Finance    Finance    Consumer    Segments   and Other     Total
                          -----------   -------     -------    -------    --------    --------   ---------     -----
                                                              (Dollars in Millions)
<S>                        <C>         <C>          <C>        <C>         <C>       <C>           <C>      <C>
March 31, 2000
Operating revenue          $   165.8   $   188.9    $  117.0   $   32.3    $   57.5  $   561.5     $ 25.8   $   587.3
Net income                      64.4        28.2        35.8       16.3        13.8      158.5      (14.6)      143.9
Total managed assets        19,892.0    16,067.8     7,585.8    2,043.2     7,400.0   52,988.8      160.7    53,149.5

March 31, 1999

Operating revenue          $   121.0   $      -     $   89.4   $     -     $   58.8  $   269.2     $  7.6   $   276.8
Net income                      57.4          -         28.5         -         13.0       98.9       (7.0)       91.9
Total managed assets        13,640.2          -      5,466.4         -      7,913.4   27,020.0       84.6    27,104.6

----------------------------------------------------------------------------------------------------------------------
</TABLE>

Note 5 - 1999 Restructuring Charge

On  November  15,  1999,   CIT  concluded  its   acquisition   of  Newcourt,   a
publicly-traded  non-bank  financial  services  enterprise,   which  originated,
invested in and securitized,  syndicated and sold asset-based  loans and leases.
Newcourt's  origination activities focus on the commercial and corporate finance
segments of the asset-based  financing  market.  The acquisition of Newcourt has
been accounted for using the purchase method.


                                       7
<PAGE>

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

The following  table  summarizes  the activity in the  restructuring  liability,
which resulted from the Newcourt acquisition.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                    Severance and
                                                        Other          Leasehold         Transaction
                                                     Termination      Termination         and Other
                                                        Costs            Costs              Costs           Total
                                                    -------------     -----------        -----------      ---------
                                                                        (Dollars in Millions)
<S>                                                     <C>               <C>               <C>             <C>
  Balance at November 15, 1999                          $102.1           $24.5             $72.6           $199.2
     Cash payments                                       (48.1)             --             (38.0)           (86.1)
     Transaction fees settled in CIT stock                  --              --             (14.3)           (14.3)
     Non-cash adjustments                                   --              --              (2.5)            (2.5)
                                                        ------           -----             ------          ------
  Balance at December 31, 1999                            54.0            24.5              17.8             96.3
     Cash payments                                       (21.3)             --              (5.3)           (26.6)
                                                        ------           -----             -----           ------
  Balance at March 31, 2000                             $ 32.7           $24.5             $12.5           $ 69.7
                                                        ======           =====             =====           ======

--------------------------------------------------------------------------------------------------------------------
</TABLE>

The purchase  accounting  adjustments  include  estimated fair value adjustments
relating to certain receivable  portfolios that are held for sale.  Goodwill may
be further  adjusted upon the sale of these portfolios to reflect the allocation
of  goodwill  to  the  cost  basis  of  the  assets  sold.  Further,  additional
restructuring  activities,  which were contemplated in CIT's overall integration
plan,  may occur in the year 2000. Any  associated  incremental  exit costs will
also be  reflected  as goodwill  adjustments  in 2000 to the extent  applicable.
Based upon  currently  available  information  and final  determination  of fair
value,  management  anticipates that as a result of the above factors,  goodwill
will be increased in 2000.

Note 6 - Selected Pro Forma Information

The unaudited  condensed  consolidated  statement of income for the three months
ended  March  31,  2000  and the  unaudited  pro  forma  condensed  consolidated
statement of income for the three  months ended March 31, 1999 follow.  The 1999
pro forma statement has been prepared assuming that the Newcourt acquisition had
occurred at the beginning of the period.


                                       8
<PAGE>

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                  For the Three Months Ended
                                                           March 31,
                                                  -------------------------
                                                   2000               1999*
                                                  ------             ------
                                        (Dollars in Millions, except per share amounts)
<S>                                               <C>                <C>
Operating revenue                                 $587.3             $546.2
Net income                                        $143.9             $120.1
Basic earnings per share                          $ 0.55             $ 0.45
Diluted earnings per share                        $ 0.55             $ 0.45

--------------------------------------------------------------------------------------
</TABLE>

*    1999 pro forma results include a non-recurring gain from the extinguishment
     of certain  derivative  instruments  by Newcourt of $56.6  million  pretax,
     $31.1 million after tax and $0.12 pro forma EPS.

The pro forma results have been prepared for comparative  purposes only, and are
based on the historical  operating results of Newcourt prior to the acquisition.
The pro forma  results  include  certain  adjustments,  primarily  to  recognize
accretion and amortization  based on the allocated  purchase price of assets and
liabilities.  Further,  the 1999  results do not include cost  savings,  reduced
securitization  activity and other initiatives introduced by CIT that management
believes  will  be  reflected  in  the  post-acquisition  results.  Accordingly,
management  does not believe that the 1999 pro forma  results are  indicative of
the actual  results that would have occurred had the  acquisition  closed at the
beginning of the year.

Note 7 - Summarized Financial Information of Subsidiaries

The following  table shows  summarized  consolidated  financial  information for
Newcourt  Credit Group Inc. and for AT&T Capital.  CIT has  guaranteed on a full
and  unconditional  basis the existing  registered  debt  securities and certain
other  indebtedness  of these  subsidiaries.  Therefore,  CIT has not  presented
related financial  statements or other  information for these  subsidiaries on a
stand-alone basis.


                                       9

<PAGE>

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

The following summarized  consolidated financial information reflects results as
of and for the quarter  ended  March 31,  2000 and also the  transfer of various
subsidiaries to other CIT entities during January 2000.

<TABLE>
<CAPTION>

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

                                                            Three Months Ended March 31, 2000
                                                        ---------------------------------------
                                                          Newcourt
                                                           Credit                       AT&T
                                                         Group Inc.                   Capital
                                                         -----------                 ----------
                                                                 (Dollars in Millions)
<S>                                                      <C>                         <C>
Operating revenue                                        $   50.2                    $    75.1
Operating expenses                                           26.9                         73.6
Operating income before taxes                                23.3                          1.5
Net income                                                   15.8                          0.9

                                                                  At March 31, 2000
                                                        ---------------------------------------
Assets
Cash and cash equivalents                                $   24.0                    $   201.1
Financing and leasing portfolio assets                    1,755.1                      5,459.2
Receivables from affiliates and other assets                508.6                      6,839.1
                                                         --------                    ---------
Total assets                                             $2,287.7                    $12,499.4
                                                         ========                    =========

Liabilities and Stockholders' Equity
Liabilities:
Debt                                                     $  464.2                    $11,066.6
Other                                                        38.8                        224.7
                                                         --------                    ---------
Total liabilities                                           503.0                     11,291.3
Total stockholders' equity                                1,784.7                      1,208.1
                                                         --------                    ---------
Total liabilities and stockholders' equity               $2,287.7                    $12,499.4
                                                         ========                    =========

----------------------------------------------------------------------------------------------
</TABLE>

Note 8 - Recent Accounting Pronouncements

During 1999, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging  Activities--Deferral of
the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No.
133".  SFAS 137 delayed the  implementation  of SFAS 133, which is now effective
for all fiscal  quarters of all fiscal years  beginning after June 15, 2000. Due
to the additional  derivative  instruments acquired in the Newcourt purchase, we
have not yet finalized the evaluation of the impact of SFAS 133.


                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
and      CONDITION AND RESULTS OF OPERATIONS
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

OVERVIEW

Net income for the quarters ended March 31, 2000 and 1999 totaled $143.9 million
and  $91.9  million,  respectively.  Earnings  per  diluted  share for the first
quarter  of 2000  were  $0.55, compared  to $0.57 in the first  quarter  of 1999
reflecting higher 2000 earnings offset by the dilutive effective of stock issued
in  connection  with the November 15, 1999  acquisition  of Newcourt.  The first
quarter  2000  earnings  reflect  growth  from  our 1999  acquisition  activity,
continued strong  originations,  and excellent fee and other income,  as well as
expense savings related to our operational integrations.

Return on equity, for the first quarter of 2000, was 10.3% compared to 13.5% for
the same period in 1999 reflecting the increase in stock issued for the Newcourt
acquisition.  Return on average tangible equity,  for the first quarter of 2000,
was 15.3%  compared  to 14.6% for the same  period  in 1999.  Return on  average
earning  assets  ("AEA"),  for the first quarter of 2000,  was 1.48% compared to
1.63% for the first quarter of 1999.

New business  origination  volume,  excluding  factoring  volume,  for the first
quarter of 2000 was just  under $6.8  billion  compared  to $2.6  billion in the
first quarter of 1999, due primarily to the Newcourt acquisition.

Managed   assets,   comprised  of  financing  and  leasing  assets  and  finance
receivables  previously  securitized  that we continue to manage,  totaled $53.1
billion at March 31,  2000,  up 3.3% from $51.4  billion at year end,  and $27.1
billion at March 31, 1999.  Owned financing and leasing assets increased 5.9% to
$42.8  billion at March 31, 2000 from $40.4  billion at December 31,  1999,  and
from $24.3 billion at March 31, 1999.  The December 31, 1999  securitized  asset
balance  included in managed  assets  reflects an adjustment to the  securitized
asset balance to conform to the current quarter presentation.


                                       11
<PAGE>

NET FINANCE INCOME AND MARGIN

We earn finance  income on the loans and leases we provide to our  borrowers and
equipment  users. The interest expense is the cost to us of borrowing funds used
to make  loans and  purchase  equipment  to lease to  customers.  The  excess of
finance income over interest  expense is "net finance  income." During the first
quarter  of 2000,  our net  finance  income  as a  percentage  of AEA  increased
significantly due to a higher level of operating leases, as well as the acquired
Newcourt portfolios.  Considering this growing proportion of operating leases in
the portfolio, we believe that a more meaningful measure of profitability is net
finance income after  depreciation  on operating lease equipment or "net finance
margin."

A comparison of 2000 and 1999 net finance  income and net finance  margin is set
forth below.

<TABLE>
<CAPTION>

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

                                                        Three Months Ended
                                                   ---------------------------
                                                             March 31,                          Increase
                                                   ---------------------------         --------------------------
                                                      2000              1999            Amount            Percent
                                                   ---------         ---------         --------           -------
                                                                        (Dollars in Millions)
<S>                                                <C>               <C>               <C>                 <C>
  Finance income                                   $ 1,228.8         $   541.5         $   687.3           126.9%
  Interest expense                                     571.9             273.3             298.6           109.3
                                                   ---------         ---------         ---------           -----
    Net finance income                                 656.9             268.2             388.7           144.9

  Depreciation on operating lease
      equipment                                        307.8              56.1             251.7           448.7
                                                   ---------         ---------         ---------           ------
    Net finance margin                             $   349.1         $   212.1         $   137.0            64.6%
                                                   =========         =========         =========           ======

  AEA                                              $38,968.1         $22,603.8         $16,364.3            72.4%

  Net finance income as a % of AEA                     6.74%             4.75%
  Net finance margin as a % of AEA                     3.58%             3.75%

-----------------------------------------------------------------------------------------------------------------
</TABLE>

Net finance margin  increased 64.6% to $349.1 million for the three months ended
March 31, 2000 from the same period in 1999.  The  increase  primarily  reflects
growth in our  loans,  leases  and  operating  leases  primarily  attributed  to
acquisitions,  as well as higher margins on the acquired Newcourt portfolios. As
a percentage of AEA, net finance margin declined to 3.58% at March 31, 2000 from
3.75% at March 31,  1999,  primarily  reflecting  the  growing  operating  lease
business, which has more than


                                       12
<PAGE>

doubled to $6.5  billion  from  March 31,  1999.  Our  operating  leases,  which
generally  have lower net margins than finance  receivables  at inception,  also
generate  equipment  gains,  renewal fees and tax depreciation  benefits.  Other
factors  contributing  to the decline  include  higher  leverage,  an increasing
interest rate environment and competitive environment.

Finance  income for the three  months  ended  March 31,  2000  increased  $687.3
million or 126.9% to $1,228.8  million from the  comparable  1999  period.  As a
percentage  of AEA,  finance  income  (excluding  interest  income  relating  to
short-term  interest-bearing  deposits)  was 12.46% for the first  quarter ended
March 31, 2000,  compared to 9.47% for the same quarter of 1999. The increase in
yield was due to changes in product mix primarily as a result of the 1999 fourth
quarter Newcourt acquisition.

Interest  expense for the three  months  ended March 31, 2000  increased  $298.6
million or 109.3% from the  comparable  1999  period.  As a  percentage  of AEA,
interest   expense   (excluding   interest   expense   relating  to   short-term
interest-bearing  deposits  and  dividends  related to the  Company's  preferred
capital securities) for the first quarter of 2000 increased to 5.72% from 4.72%.
The rate  increase  from the  comparable  period  of 1999  reflects  the  rising
interest rate environment in the latter half of 1999 and into 2000.

We seek to mitigate interest rate risk by matching the repricing characteristics
of our assets  with our  liabilities,  which is done in part  through the use of
derivative financial instruments, principally interest rate swaps. A comparative
analysis of the weighted average principal


                                       13
<PAGE>

outstanding  and interest  rates paid on our debt before and after the effect of
interest rate swaps is shown in the following table.

<TABLE>
<CAPTION>

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

                                                                    Three Months Ended March 31, 2000
                                                       ----------------------------------------------------------
                                                            Before Swaps                        After Swaps
                                                       ----------------------            ------------------------
                                                                          (Dollars in Millions)
<S>                                                    <C>              <C>              <C>               <C>
Commercial paper and variable rate
   senior notes                                        $18,556.3        6.05%             $15,242.6        6.28%
Fixed rate senior and subordinated notes                17,764.1        6.66%              21,077.8        6.53%
                                                       ---------                          ---------
Composite interest rate paid                           $36,320.4        6.35%             $36,320.4        6.43%
                                                       =========                          =========
</TABLE>

<TABLE>
<CAPTION>

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

-----------------------------------------------------------------------------------------------------------------
</TABLE>

The weighted average composite  interest rate after swaps in each of the periods
presented  increased  from the composite  interest  rate before swaps  primarily
because a larger  proportion  of our debt,  after giving effect to interest rate
swaps,  was subject to a fixed  interest  rate.  However,  the weighted  average
interest rates before swaps do not necessarily reflect the interest expense that
would have been incurred had we chosen to manage  interest rate risk without the
use of such swaps.

The  operating  equipment  lease  portfolio  was $6.5  billion at March 31, 2000
versus $3.2 billion at March 31, 1999.  Operating  lease margin  (rental  income
less  depreciation  expense) was 8.1% for the first  quarter of 2000 compared to
6.6% for the prior year quarter.  Depreciation  on operating lease equipment was
$307.8 million in 2000, versus $56.1 million in 1999. As a percentage of average
operating leases,  depreciation  expense,  on an annualized basis, was 19.7% and
7.5% at March 31, 2000 and March 31,  1999,  respectively.  The increase in 2000
over 1999 reflects the acquired Newcourt portfolios,  which include shorter term
assets with more rapid depreciable lives. See "Financing and Leasing Assets" for
further discussion on growth of our operating lease portfolio.


                                       14
<PAGE>

FEES AND OTHER INCOME

Non-spread  revenues for the three  months  ended March 31, 2000 totaled  $238.2
million,  compared to $64.7  million for the first  quarter of 1999, as shown in
the following table.

-------------------------------------------------------------------------------
                                                        Three Months Ended
                                                             March 31,
                                                    ---------------------------
                                                     2000                  1999
                                                    ------                ------
                                                        (Dollars in Millions)

Fees and other income                               $121.4                $30.9
Factoring commissions                                 38.5                 24.0
Gains on venture capital investments                  37.5                   --
Gains on sales of leasing equipment                   21.8                  9.2
Gains on securitizations                              19.0                  0.6
                                                    ======                =====
                                                    $238.2                $64.7
                                                    ======                =====

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

Fees and other income  increased $90.5 million from the first quarter of 1999 to
$121.4 million,  reflecting the higher  proportion of fee-based  business in the
former Newcourt business units, as the combination of Vendor Technology  Finance
and Structured Finance contributed $74.0 million of the year-over-year increase.
Factoring  commissions  increased  reflecting  higher core  volumes and the 1999
acquisitions.  Gains of $37.5  million  were  realized  on a number  of  venture
capital  investment  transactions,  one of  which  accounted  for a  substantial
portion of the  gains.  Gains on  equipment  sales  increased  due to the higher
volume of equipment  coming off lease as a result of the larger  operating lease
portfolio.  Securitization  gains were $19.0  million or 8.2% of pretax  income,
versus $0.6 million in the first quarter of 1999.

SALARIES AND GENERAL OPERATING EXPENSES

Salaries and general operating expenses increased to $268.2 million in the first
quarter of 2000 from $105.8  million in the comparable  1999 period,  reflecting
increased  personnel  and  facilities  due to the 1999  acquisitions  and normal
expense  increases.  Although up from the prior year  quarter,  we have realized
integration  savings of  approximately  $24 million on a run-rate basis for this
first quarter from pre-acquisition levels, or slightly less than $100 million on
a full year pro-forma  basis.  The full year savings target set by management is
$150 million.  Expense  savings to date are primarily  from the  elimination  of
duplicate  corporate  overhead  and  consolidation  of  non-


                                       15
<PAGE>

revenue  department  activities.  Operational  savings from the consolidation of
certain servicing centers, as well as real estate cost reductions,  are expected
to be realized in the coming quarters.  Headcount was 7,650 at quarter end, down
600 from December 31, 1999.

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

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

                                                          Three Months Ended
                                                               March 31,
                                                      --------------------------
                                                        2000              1999
                                                      -------           -------

Efficiency ratio                                        46.0%             38.9%
Salaries and general operating expenses as a
    percentage of AMA                                   2.15%             1.68%

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

The  higher  2000  ratios  reflect  the  acquired  Vendor   Technology   Finance
operations, which carry significantly higher expense ratios.

GOODWILL AMORTIZATION

Goodwill  amortization  was $20.5  million in 2000 versus $3.2  million in 1999.
This increase reflects the impact of the 1999  acquisitions of Newcourt,  Heller
and Congress,  each of which were  accounted  for under the purchase  method and
occurred after March 31, 1999.

RESERVE AND PROVISION FOR CREDIT LOSSES/CREDIT QUALITY

The reserve for credit losses is periodically  reviewed for adequacy considering
economic conditions,  collateral values and credit quality indicators, including
charge-off  experience,  and levels of past due loans and non-performing assets.
The reserve increased to $476.2 million (1.43% of finance  receivables) at March
31, 2000 from $446.9 million (1.44% of finance receivables) at December 31, 1999
and $265.8 million (1.32% of finance receivables) at March 31, 1999. The reserve
percentage  decreased slightly to 1.43% at March 31, 2000 due to seasonal growth
in factoring  receivables in the first quarter.  The relationship of the reserve
for


                                       16
<PAGE>

credit losses to  non-accrual  finance  receivables  was 70.8% at March 31, 2000
compared to 87.6% at December 31, 1999.

The provision for credit losses for the first quarter of 2000 was $61.6 million,
up from $21.9 million in the first quarter of 1999,  reflecting  higher 2000 net
credit losses and provisions for portfolio growth.

For the  quarter  ended March 31,  2000,  net credit  losses were $53.0  million
(0.67% of average  finance  receivables)  as compared to $20.9 million (0.42% of
average finance  receivables) for the same period last year. The increase in net
credit losses as a percentage of average finance  receivables  reflects  product
mix changes due to the acquisitions.

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

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

                                                         Three Months Ended
                                                              March 31,
                                                    ---------------------------
                                                      2000                1999
                                                    -------             -------

Equipment Financing and Leasing                      0.45%               0.11%
Vendor Technology Finance                            0.76                  --
Commercial Finance                                   0.59                0.43
                                                     -----               -----
  Total Commercial                                   0.55                0.22
Consumer                                             1.48                1.17
                                                     =====               =====
  Total                                              0.67%               0.42%
                                                     =====               =====

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

Commercial  net  credit  losses  were up from 0.22% in 1999 to 0.55% in 2000 due
mainly to higher  charge-offs in Equipment  Financing and Leasing and Commercial
Finance and to the addition of Vendor  Technology  Finance.  Consumer net credit
losses were 1.48%  compared to 1.17% for the three  months  ended March 31, 2000
and  1999,  respectively,  primarily  due to higher  losses in the  manufactured
housing portfolio.  Equipment  Financing and Leasing net credit losses increased
primarily  due to the  transfer  of assets  from the  Newcourt  portfolios.  The
increase in Commercial Finance net credit losses was primarily due to lower than
normal loss rates in the first quarter of 1999.


                                       17
<PAGE>

PAST DUE AND NON-PERFORMING ASSETS

The following table sets forth certain information concerning past due and total
non-performing  assets (and the related  percentages of finance  receivables) at
March 31, 2000 and  December  31,  1999.  The 2000  amounts  and ratios  reflect
integration  related  portfolio  transfers  between Vendor  Technology  Finance,
Structured Finance and Equipment Financing and Leasing.

<TABLE>
<CAPTION>

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

                                                         At March 31, 2000                  At December 31, 1999
                                                       ---------------------               ----------------------
                                                                          (Dollars in Millions)
<S>                                                    <C>              <C>                <C>              <C>
Finance receivables, past due 60
     days or more
  Equipment Financing and Leasing                      $ 305.1          2.35%              $ 209.6          1.93%
  Vendor Technology Finance                              322.8          4.26                 376.4(1)       4.15(1)
  Commercial Finance                                      59.2          0.78                  64.0          0.91
  Structured Finance                                      86.9          7.83                     -(1)          -(1)
                                                       -------          ----               -------          ----
    Total Commercial Segments                            774.0          2.65                 650.0          2.42
  Consumer                                               178.2          4.32                 189.1(2)       4.62(2)
                                                       -------          ----               -------          ----
    Total                                              $ 952.2          2.85%              $ 839.1          2.71%
                                                       =======          ====               =======          ====

Total non-performing assets
  Equipment Financing and Leasing                      $ 303.6          2.34%              $ 139.9          1.29%
  Vendor Technology Finance                              247.2          3.27                 309.4(1)       3.41(1)
  Commercial Finance                                      22.6          0.30                  27.6          0.39
  Structured Finance                                      85.9          7.74                     -(1)          -(1)
                                                       -------          ----               -------          ----
    Total Commercial Segments                            659.3          2.26                 476.9          1.77
  Consumer                                               162.3          3.93                 158.5(2)       3.87(2)
                                                       -------          ----               -------          ----
    Total                                              $ 821.6          2.46%              $ 635.4          2.05%
                                                       =======          ====               =======          ====

-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   All Newcourt  Segment data, at December 31, 1999, as presented  above,  is
      included in Vendor Technology Finance.  Additionally, the 1999 amounts and
      ratios do not reflect  integration  related  portfolio  transfers  between
      Vendor Technology Finance,  Structured Finance and Equipment Financing and
      Leasing.

(2)   For these calculations,  certain finance receivables held for sale and the
      associated past due and non-performing balances are included.

Non-performing assets reflect both finance receivables on non-accrual status and
assets received in satisfaction of loans.

Commercial past due and non-performing  accounts increased  primarily due to the
acquired  portfolios  and as a  result  of the  consolidation  of the  servicing
centers.  The increase in


                                       18
<PAGE>

Equipment  Financing  and  Leasing is due to the  transfer of assets from Vendor
Technology  Finance  and  Structured  Finance,  which  is not  reflected  in the
December 31, 1999 information.

INCOME TAXES

The  effective  income  tax rates for the first  quarters  of 2000 and 1999 were
38.0% and 34.9%,  respectively.  The increase in the 2000 effective tax rate was
primarily due to nondeductible goodwill amortization.

FINANCING AND LEASING ASSETS

Our managed assets grew $1.7 billion (3.3%),  to $53.1 billion at March 31, 2000
from $51.4 billion at December 31, 1999.  Financing and leasing assets grew $2.4
billion  (5.9%) to $42.8  billion  at March 31,  2000 from  December  31,  1999.
Managed assets include finance receivables,  operating lease equipment,  finance
receivables  held  for  sale,  certain  investments,   and  finance  receivables
previously securitized and still managed by us.

The managed  assets of our  business  segments and the  corresponding  strategic
business units are presented in the following table.


                                       19
<PAGE>

<TABLE>
<CAPTION>

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

                                                                    At             At
                                                                 March 31,     December 31,            Change
                                                                   2000           1999          Amount       Percent
                                                                 --------      -----------     --------     ---------
                                                                 (Dollars in Millions)
<S>                                                             <C>            <C>             <C>              <C>
Equipment Financing
  Finance receivables                                           $11,081.1      $10,899.3       $  181.8         1.7%
  Operating lease equipment, net                                  1,170.9        1,066.2          104.7         9.8
                                                                ---------      ---------       --------      ------
    Total                                                        12,252.0       11,965.5          286.5         2.4
                                                                ---------      ---------       --------      ------
Capital Finance
  Finance receivables                                             1,638.3        1,838.0         (199.7)      (10.9)
  Operating lease equipment, net                                  3,187.0        2,931.8          255.2         8.7
  Liquidating portfolio (1) (2)                                     259.7          281.4          (21.7)       (7.7)
                                                                ---------      ---------       --------      ------
    Total                                                         5,085.0        5,051.2           33.8         0.7
                                                                ---------      ---------       --------      ------
    Total Equipment Financing and Leasing Segment                17,337.0       17,016.7          320.3         1.9
                                                                ---------      ---------       --------      ------

Vendor Technology Finance
  Finance receivables                                             8,568.6        7,488.9        1,079.7        14.4
  Operating lease equipment, net                                  2,091.0        2,108.8          (17.8)       (0.8)
                                                                ---------      ---------       --------      ------
    Total Vendor Technology Finance Segment                      10,659.6        9,597.7        1,061.9        11.1
                                                                ---------      ---------       --------      ------
Structured Finance
  Finance receivables                                             2,014.4        1,933.9           80.5         4.2
  Operating lease equipment, net                                     28.8             -            28.8       100.0
                                                                ---------      ---------       --------      ------
    Total Structured Finance Segment                              2,043.2        1,933.9          109.3         5.7
                                                                ---------      ---------       --------      ------

Commercial Services                                               4,482.0        4,165.1          316.9         7.6
Business Credit                                                   3,103.8        2,837.0          266.8         9.4
                                                                ---------      ---------       --------      ------
    Total Commercial Finance Segment                              7,585.8        7,002.1          583.7         8.3
                                                                ---------      ---------       --------      ------

    Total Commercial Segments                                    37,625.6       35,550.4        2,075.2         5.8
                                                                ---------      ---------       --------      ------

Home equity                                                       2,408.4        2,215.4          193.0         8.7
Manufactured housing                                              1,687.1        1,666.9           20.2         1.2
Recreational vehicles                                               437.0          361.2           75.8        21.0
Liquidating portfolio (3)                                           439.1          462.8          (23.7)       (5.1)
                                                                ---------      ---------       --------      ------
    Total Consumer Segment                                        4,971.6        4,706.3          265.3         5.6
                                                                ---------      ---------       --------      ------

Other - Equity Investments                                          160.7          137.3           23.4        17.0
                                                                ---------      ---------       --------      ------

    Total Financing and Leasing Portfolio Assets                 42,757.9       40,394.0        2,363.9         5.9
                                                                ---------      ---------       --------      ------

Finance receivables previously securitized
  Commercial (4)                                                  7,963.2        8,471.5         (508.3)       (6.0)
  Consumer                                                        1,878.8        1,987.0         (108.2)       (5.4)
  Consumer liquidating portfolio (3)                                549.6          580.8          (31.2)       (5.4)
                                                                ---------      ---------       --------      ------
    Total                                                        10,391.6       11,039.3         (647.7)       (5.9)
                                                                ---------      ---------       --------      ------

    Total Managed Assets                                        $53,149.5      $51,433.3       $1,716.2         3.3%
                                                                =========      =========       ========      ======

---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Consists  primarily of ocean going maritime and project  finance.  Capital
      Finance discontinued marketing to these sectors in 1997.
(2)   Operating  lease  equipment,  net, of $17.9  million and $19.1 million are
      included in the liquidating  portfolios at March 31, 2000 and December 31,
      1999, respectively.
(3)   In 1999,  we  decided to exit the  recreational  boat and  wholesale  loan
      product lines.
(4)   December  1999  managed  asset  balances  have been  adjusted to reflect a
      vehicle in the Newcourt  securitization  program previously excluded.  The
      adjustment did not affect either the balance sheet or the income statement
      for December 1999.


                                       20
<PAGE>

Strong  originations in transportation,  corporate aerospace and SBA resulted in
first quarter 2000 growth in the Equipment Financing and Leasing operating lease
portfolios.  Vendor Technology grew its major vendor relationships,  whereas the
growth in the  Commercial  Finance  segment  resulted  from strong new  business
generation and seasonal growth in factoring.

Consumer  managed  assets were $7.4  billion at March 31, 2000  compared to $7.3
billion at December 31, 1999.

CONCENTRATIONS

Financing and Leasing Assets Composition

Our ten largest  financing and leasing  asset  accounts at March 31, 2000 in the
aggregate  accounted for 3.9% of the total financing and leasing assets,  all of
which are  commercial  accounts  secured by  equipment,  accounts  receivable or
inventories.

Geographic Composition

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

<TABLE>
<CAPTION>

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

                                                       At March 31, 2000                At December 31, 1999
                                                   ----------------------------      --------------------------
                                                     Amount         Percent            Amount          Percent
                                                   ---------        -------           ---------        -------
                                                                        (Dollars in Millions)
<S>                                                <C>                <C>            <C>               <C>
  United States
      Northeast                                    $ 8,388.2          19.6%          $ 8,145.1           20.2%
      West                                           8,174.4          19.1             7,517.2           18.6
      Midwest                                        7,872.4          18.4             6,966.8           17.2
      Southeast                                      5,777.6          13.5             5,318.5           13.2
      Southwest                                      4,806.0          11.2             4,387.0           10.9
                                                   ---------         -----           ---------          -----
    Total United States                             35,018.6          81.8            32,334.6           80.1
                                                   ---------         -----           ---------          -----

  Foreign
      Canada                                         2,848.0           6.7             3,163.4            7.8
      All other                                      4,891.3          11.5             4,896.0           12.1
                                                   ---------        ------           ---------         ------
    Total                                          $42,757.9         100.0%          $40,394.0          100.0%
                                                   =========        ======           =========         ======

--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       21
<PAGE>

Our managed asset geographic  diversity does not differ  significantly  from our
owned asset geographic diversity.

Our financing and leasing asset portfolio in the United States is diversified by
state.  At March 31, 2000,  with the  exception  of  California  (10.7%),  Texas
(7.9%),  and New York (6.6%),  no state  represented more than 4.1% of financing
and leasing assets.  Our managed and owned asset geographic  composition did not
significantly  differ  from our  December  31,  1999  managed  and  owned  asset
geographic composition.

Financing and leasing assets to foreign  obligors  totaled $7.7 billion at March
31, 2000. After Canada, $2.8 billion (6.7% of financing and leasing assets), the
largest  foreign  exposures were England,  $1.2 billion  (2.8%),  and Australia,
$442.3  million  (1.0%).  Our  remaining  foreign  exposure  was  geographically
dispersed,  with no other  individual  country  exposure  greater  than  0.7% of
financing and leasing assets.

Financing  and  leasing  assets to  foreign  obligors  totaled  $8.1  billion at
December 31, 1999.  After  Canada,  $3.2 billion  (7.8% of financing and leasing
assets),  the largest foreign exposures were England,  $1.6 billion (4.0%),  and
Australia,   $397.6  million  (1.0%).   Our  remaining   foreign   exposure  was
geographically dispersed, with no other individual country exposure greater than
0.8% of financing and leasing assets.


                                       22
<PAGE>

Industry Composition

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

<TABLE>
<CAPTION>

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

                                                        At March 31, 2000                 At December 31, 1999
                                                  -----------------------------      --------------------------
                                                     Amount         Percent              Amount         Percent
                                                   ---------        -------            ---------        -------
                                                                        (Dollars in Millions)
<S>                                                <C>                <C>              <C>               <C>
  Manufacturing (1)
      (none greater than 2.9%)                     $ 8,689.5          20.3%            $ 8,566.5         21.2%
  Retail (2)                                         4,835.3          11.3               5,194.1         12.9
  Transportation (3)                                 3,735.8           8.7               3,348.2          8.3
  Commercial airlines                                3,255.4           7.6               3,091.2          7.7
  Construction equipment                             2,497.5           5.9               2,697.0          6.7
  Home mortgage                                      2,408.7           5.6               2,215.4          5.5
  Service industries                                 1,807.1           4.2               1,214.3          3.0
  Manufactured housing                               1,687.1           4.0               1,666.9          4.1
  Wholesaling                                        1,260.2           3.0               1,303.6          3.2
  Financial institutions                             1,163.9           2.7               1,205.3          3.0
  Other (none greater than 2.3%)                    11,417.4          26.7               9,891.5         24.4
                                                   ---------         -----             ---------        -----
    Total                                          $42,757.9         100.0%            $40,394.0        100.0%
                                                   =========         =====             =========        =====

  ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Includes manufacturers of steel and metal products,  textiles and apparel,
      printing and paper products, and other industries.
(2)   Includes  retailers  of apparel (4.4%) and general merchandise (2.3%).
(3)   Includes rail, bus, and over-the-road  trucking  industries,  and business
      aircraft.

Liquidity Risk Management

Liquidity  risk refers to the risk of CIT being  unable to meet  potential  cash
outflows promptly and cost effectively.  Factors that could cause such a risk to
arise might be a disruption of a securities  market or other source of funds. We
actively manage and mitigate liquidity risk by maintaining  diversified  sources
of funding.  The primary funding sources are commercial paper (U.S.,  Canada and
Australia),  medium-term  notes  (U.S.,  Canada  and  Europe)  and  asset-backed
securities  (U.S. and Canada).  We also maintain  committed bank lines of credit
aggregating  $8.5  billion to provide  back-stop  support  of  commercial  paper
borrowings  and  approximately  $393  million of local bank lines to support our
international  operations.  Additional  sources of liquidity  are loan and lease
payments from  customers  and wholeloan  sales,  syndications  and  asset-backed
receivable  conduits.  At March 31,  2000,  $18.1  billion  of  registered,  but
unissued,   debt  securities   remained   available  under  shelf   registration
statements, including $2.0 billion of European Medium-Term Notes.


                                       23
<PAGE>

To ensure  uninterrupted  access to capital, we maintain strong investment grade
ratings as outlined below:

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

                                      Short Term             Long Term
                                      ----------             ---------
  Moody's                                 P-1                   A1
  Standard & Poor's                       A-1                   A+
  Duff & Phelps                          D-1+                   AA-
  Dominion Bond Rating Service         R-1 (mid)              A (mid)

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

As  part  of  our  continuing  program  of  accessing  the  public  and  private
asset-backed  securitization  markets as an additional liquidity source, general
equipment  finance  receivables  of $680.0 million were  securitized  during the
first quarter of 2000. At March 31, 2000, we had $4.3 billion of registered, but
unissued,  securities  available  under  public  shelf  registration  statements
relating to our asset-backed securitization program.

We also target and monitor certain  liquidity  metrics to ensure both a balanced
liability  profile and  adequate  alternate  liquidity  availability.  Among the
target ratios are  commercial  paper as a percentage of total debt and committed
bank line coverage of outstanding commercial paper.


                                       24
<PAGE>

Capitalization

The following table presents information regarding our capital structure.

<TABLE>
<CAPTION>

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

                                                                         At March 31,            At December 31,
                                                                            2000                      1999
                                                                         ------------            ---------------
                                                                                (Dollars in Millions)
<S>                                                                       <C>                      <C>
Commercial paper                                                           $10,618.1               $  8,974.0
Term debt                                                                   26,295.3                 26,399.5
Company-obligated mandatorily redeemable preferred
    securities of subsidiary trust holding solely debentures
    of the Company                                                             250.0                    250.0
Stockholders' equity                                                         5,651.6                  5,554.4
                                                                           ---------                ---------
  Total capitalization                                                     $42,815.0                $41,177.9
                                                                           =========                =========

Total debt (excluding overnight deposits) to stockholders'
    equity  and Company-obligated  mandatorily
    redeemable preferred securities of subsidiary trust
    holding solely debentures of the Company                                   6.23x                    5.96x
Total debt (excluding overnight deposits) to tangible
    stockholders' equity and Company-obligated
    mandatorily redeemable preferred securities of
    subsidiary trust holding solely debentures of the
    Company                                                                    9.04x                    8.75x
Tangible stockholders' equity and Company-obligated
    mandatorily redeemable preferred securities of
    subsidiary trust holding solely debentures of the
    Company to managed assets                                                   7.7%                     7.7%

----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       25
<PAGE>

STATISTICAL DATA

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

<TABLE>
<CAPTION>

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

                                                           For the Three Months Ended
                                                                     March 31,
                                                          ----------------------------
                                                            2000               1999
                                                          --------          ----------
<S>            <C>                                          <C>                <C>
Finance income (1)                                          12.46%             9.47%
Interest expense (1)                                         5.72              4.72
                                                          ---------         ---------
   Net finance income                                        6.74              4.75
Depreciation on operating lease equipment                    3.16              0.99
                                                          ---------         ---------
   Net finance margin                                        3.58              3.76
Fees and other income                                        2.45              1.14
                                                          ---------         ---------
   Operating revenue                                         6.03              4.90
                                                          ---------         ---------
Salaries and general operating expenses                      2.75              1.87
Provision for credit losses                                  0.63              0.39
Goodwill amortization                                        0.21              0.06
Minority interest in subsidiary trust holding solely
   debentures of the Company                                 0.05              0.08
                                                          ---------         ---------
   Operating expenses                                        3.64              2.40
                                                          ---------         ---------
   Income before provision for income taxes                  2.39              2.50
Provision for income taxes                                   0.91              0.87
                                                          ---------         ---------
   Net income                                                1.48%             1.63%
                                                          ---------         ---------

Average earning assets (dollars in millions)              $38,968.1         $22,603.8
                                                          =========         =========

--------------------------------------------------------------------------------------
</TABLE>

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


                                       26
<PAGE>

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibit 12 - Computation of Ratios of Earnings to Fixed Charges.

      (b)   Exhibit 27 - Financial Data Schedule.

      (c)   A Form  8-K  report  dated  February  3,  2000  was  filed  with the
            Commission reporting the Company's announcement of financial results
            for the year ended December 31, 1999, the declaration of a quarterly
            dividend for the quarter ended December 31, 1999 and the appointment
            of a new Chairman of the Board, a new Director and the retirement of
            one Director.

            A Form 8-K/A was filed on January 31,  2000 to provide the  required
            September 30, 1999 pro-forma financial information.


                                       27
<PAGE>

                                   SIGNATURES

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

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

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

DATE: May 15, 2000


                                       28