First Citizens BancShares, Inc. (FCNCA) Q2 2015 Earnings Report, Transcript and Summary

Hello and welcome to the CIT's Group Second Quarter 2015 Earnings Conference Call and Webcast. My name is Keith, and I will be your operator today. At this time, all participants are in a listen-only mode. There will be a question-and-answer session later in the call. As a reminder, this conference call is being recorded. I would now like to turn the call over to Ms. Barbara Callahan, Head of Investor Relations. Please proceed, ma'am. Barbara A. Callahan - Senior Vice President & Head-Investor Relations: Sure. Thank you, Keith. Good morning, and welcome to CIT's second quarter 2015 earnings conference call. Our call today will be hosted by John Thain, our Chairman and CEO; and Scott Parker, our CFO. After John and Scott's prepared remarks, we will have a question-and-answer session. As a courtesy to others on the call, we ask that you limit yourself to one question and a follow-up, and then return to the call queue, if you have additional questions. We will do our best to answer as many questions as possible in the time we have this morning. Elements of this call are forward-looking in nature, and may involve risks, uncertainties and contingencies that may cause actual results to differ materially from those anticipated. Any forward-looking statements relate only to the time and date of this call. We disclaim any duty to update these statements based on new information, future events or otherwise. For information about risk factors relating to the business, please refer to our 2014 10-K. Any references to non-GAAP financial measures are meant to provide meaningful insights and are reconciled with GAAP in our press release. Also as part of the call this morning, we will be referencing a presentation that is available in the Investor Relations section of our website at www.cit.com. Now, I'll turn the call over to John Thain. John A. Thain - Chairman & Chief Executive Officer: Thank you, Barbara. Good morning. Thank you all for being on the call. We were very pleased to have received regulatory approval last week for our OneWest transaction. We expect the deal to close on August 3, that's next Monday. The rationale for the deal remains as compelling today as it was a year ago. It doubles the size of our bank, it advances our bank's strategy, it diversifies our funding, it lowers our funding costs, it adds commercial banking capabilities particularly commercial deposit and payment solutions and we pick up 70 branches from which we can expand a retail banking business. This transaction provides a platform to transition CIT to a commercial bank for the middle market. The deal remains financially attractive. It is significantly accretive to earnings. It adds U.S. taxable income to accelerate the use of our NOLs. And the two main differences from the numbers we showed you a year ago are, one, we do not intend to issue debt, which is an obvious positive; and second, our 2016 earnings estimates are lower today than they were a year ago. Our 2016 earnings estimates are lower primarily due to the low level of deal activity in the middle market, spread compression in our North American Commercial Finance businesses and the continued low interest rate environment, which brings me to the second quarter results. We earned $153 million pre-tax, $115 million after-tax in the second quarter, which was up modestly from the first quarter. Commercial assets grew 1% from the prior quarter and 4% from a year ago. Our net finance margin remained right around 4%. The credit metrics for our overall portfolio remain stable, however our energy book where given the level of oil prices are we expect to see further pressure and we experienced a charge-off on one account in the quarter. This is a small piece of our portfolio, it's less than $500 million and we continue to review it on a name-by-name basis. Our Transportation business is preforming well. We grew financing and leasing assets in all of our Transportation divisions. Our railcars remain 98% utilized and our commercial aircraft remain 97% utilized. Our middle market lending business continues to be negatively impacted by lower M&A activity in the middle market and spread compression in certain sectors. We reduced headcounts in the quarter to reflect these lower volumes and are working on additional opportunities to improve revenues and operating efficiencies. Our expenses remain above our target in part due to cost related to the pending acquisition, but we did bring down compensation expense in the quarter. As we begin the integration with OneWest, we will look for greater synergies both on the revenue side and on the expense side. And we will continue to move more of our businesses into our bank, becoming more bank-centric and optimizing our bank holding company. With that, I'll turn it over to Scott. Scott T. Parker - Chief Financial Officer & Executive Vice President: Thank you, John, and good morning everyone. I will review the financial results and operating performance of our businesses as well as provide an update on the OneWest deal economics. As John mentioned, we reported second quarter net income of a $115 million or $0.66 per share and pre-tax income of a $153 million. We also returned over $87 million of capital through both share repurchases and dividends. Turning to slide three of the earnings presentation, the pre-tax return on assets for our commercial franchise remained at 1.9%. And we expect the year-to-date operating trends to continue into the second half of the year. We made progress on our portfolio repositioning activities, but there was a minimal impact on this quarter's financial results. The sale of the Mexico platform is expected to close in the third quarter, while the Brazil and UK equipment finance platform exits are still on track to close by year-end. Please refer to the Appendix, where we show the CTA impacts associated with these platform exits. Turning to slide five, Transportation & International Finance generated $157 million of pre-tax income, or 3.3% pre-tax return on asset in line with our expectations. The continued strong performance reflects asset growth, generally stable equipment utilization and renewal rates and low credit costs. In air, we made progress, leasing the aircraft that we discussed last quarter and expect to place the remainder before year-end. The joint venture with Century Tokyo Leasing is proceeding well. Growth is exceeding our expectation and the structure is accretive to our return on equity. Assets in the JV grew to $700 million from $500 million in the first quarter and we are on pace to exceed $1 billion by year-end. Rails performance continues to be strong with utilization near all-time highs at 98%. Overall, lease renewal rates remain attractive and lease terms are stable. We are starting to see some pressure in select car types such as coal and steel, but the returns on new car deliveries in the bank remain strong. The Department of Transportation finalized rules for tank car safety in May. We have approximately 20,000 tank cars impacted by the new regulation. Based on our interpretation of the rules, we are required to retrofit less than 1,000 cars before 2018 and the vast majority of the remainder in 2023 or later. Although, based on customer demand, we may opt to retrofit some sooner. The North American Commercial Finance segment reported pre-tax income of $47 million representing a pre-tax return on asset of 1.3%, an improvement from the first quarter, but still below our target. We saw a slight uptick in new business volumes during the second quarter, though middle market lending and leasing activity remained slow particularly in the energy sector, where we have been cautious. We saw a sequential quarter improvement in volume in corporate and real estate lending as well as in the equipment finance business. In commercial services however, while commission rates are generally stable, volume and assets declined during the quarter driven by lower activity in a few accounts. John mentioned that credit metrics remained stable, though we did a charge-off related to one energy account. We continue to actively monitor the energy portfolio and to adjust our gradings based on current information and depending on the near-term trends in oil prices, we could see additional pressure in this portfolio. The persistence of an environment marked by slow activity combined with increased competition has resulted in financial performance that is below our internal targets. Nelson and his team are focused on opportunities to enhance both revenue and operating synergies as we integrate and prepare to offer OneWest commercial banking products and services to our customer base. Now turning to OneWest, we are engaged in a substantial effort to integrate the front-end and infrastructure of OneWest into CIT. After the close of the transaction next week, we will have the data required to complete the purchase accounting valuation for the third quarter reporting. We will also file a historical pro forma financial statements in mid-October. Given the size and complexity of the OneWest balance sheet and the fact it is a private company, this is a time consuming process. In addition, we will be filing a three-year plan with the OCC in early December, after which, we will be in a position to communicate new performance targets. John mentioned that the benefits to the OneWest acquisition in advancing our bank strategy remain intact. We will expand our commercial banking and deposit capabilities. We will further diversify our sources and lower our funding cost. We will accelerate the utilization of our net operating loss and we will bring our capital levels closer to our targets. John also mentioned that the deal is accretive to CIT's earnings. On slide seven of the earnings presentation we have provided the original assumptions for the 2016 pro forma that we did at the deal announcement and our updated expectations. Compared to a year ago, CIT's performance has been impacted by lower asset growth and profitability in our North American Commercial Finance segment as well as the persistence of low interest rates, which delayed the benefit from our asset sensitivity given our sizable cash balances. On the other hand, we repurchased more shares than expected and we will use cash generated from our platform exits and other bank holding company initiatives to fund the acquisition. For OneWest Bank, recall we used our 2013 actual results in the deal pro forma we provided. Their current year performance is trending slightly above the 2014 full year results in their regulatory filings, which showed net income of approximately $200 million. As John mentioned, we are also developing plans to achieve more revenue and expense synergies given the current market environment. And the last item, other adjustments, won't be determined until we complete the purchase accounting in the third quarter. In addition to integrating OneWest, we are taking additional actions to optimize the bank holding company to improve our return on tangible common equity. These include transferring additional U.S. based business platforms into the bank, improving the efficiencies of our secured debt facilities and generating incremental cash at the bank holding company to pay down high cost debt. We are excited about the opportunities created by the combination of OneWest and CIT as we build out our capabilities to better serve our middle market customers. With that, I'll turn it back to Keith, and we'll take your questions.

Thank you. We will now begin the question-and-answer session. And the first question comes from Mark DeVries with Barclays.

Yeah. Thanks. Appreciate all the incremental color around the OneWest deal. I was just hoping, with all the puts and takes you walked through, could you give us a sense of kind of where your expectations are for a 2016 pro forma EPS? Scott T. Parker - Chief Financial Officer & Executive Vice President: Mark, I think one of the last items I just mentioned is until we complete the purchase accounting and valuation, I think that we would be premature to kind of provide that 2016 guidance. As you know, not only are we fair-valuing their balance sheet, we are changing some of the go-forward accounting that was used or OneWest was under prior to the acquisition. So the combination of those two, I think we need to get through that process and provide you guidance later in the year.

Okay. But if you just look at above the line, all the other adjustments, would that be kind of a net negative or positive to your previous expectation? Scott T. Parker - Chief Financial Officer & Executive Vice President: Well, I'd say there are three items that we talked about, we are not issuing debt so you can kind of see the benefit of that. I think we talked a little bit about where CIT's kind of earnings are currently and the real challenge between OneWest and CIT as we have substantial cash that we have not gotten any benefit from rising rates which was part of the forward curve back then. So I think that item as we are using, we are using cash at CIT to buy the acquisition so that is a benefit, but OneWest also has a sizable cash balance in their bank so we will need to work on optimizing that, kind of, post-closing.

Okay. Thanks.

Thank you. And the next question comes from Sameer Gokhale with Janney Montgomery Scott.

Hi. Thank you. Just a couple of questions. The first one was in terms of the timeline for the close, you talked about I think in August 3 date, but then, Scott, you referenced, in a portion of the OCC document as well, there was a – the requirements were laid out as far as the financial plan. And I think you talked about between October and December, you'll be submitting some financial plans to the regulators. And one of the things I just want to clarify is, how is it that the deal date is expected for August 3, before you submit these other plans. So are these other financial plans that are submitted not in any way, shape or form going to affect the closing of the deal? Is that the way to look at it? And you just have to work with the regulators and make sure you submit something that meets with their approval. If they don't approve it, then you go back and submit another plan. I'm just trying to get a sense like how that guides with the closing date of August 3? Thank you. Scott T. Parker - Chief Financial Officer & Executive Vice President: Yeah. So, Sameer, I think that there's two different pieces. One is publishing the historical performance is actually for the SEC, so that you have historical financials for the new enterprise. So, that's just a normal process as part of the acquisition. The second piece is we did, as far as the regulatory filing process, have business plans submitted. And as you can imagine, given the timeline, part of the requirement was to have a refreshed updated business plan submitted to the OCC, as you saw, before the end of the year. So I think that's part of a normal process to do that. And as John mentioned, the closing is next Monday. John A. Thain - Chairman & Chief Executive Officer: Yeah. Sameer, the deal will close next Monday. The business plan submission is a post-closing requirement.

Okay. That's helpful. And then just to go back to the railcars, you did talk about the final rules that have come out and you cited the cars that need to be retrofitted. Do you have at this point an estimate? I know, in the past, you talked a lot about the fact the fact that your customers would shoulder some of these costs of retrofitting. But do you have a sense for the financial impact of retrofitting now that the final rules are out? Scott T. Parker - Chief Financial Officer & Executive Vice President: I think we haven't had any cars go into the shop, Sameer. So I think, that'll answer two parts of the question. One is, it's customary for regulatory or changes in regulatory kind of conditions that the part of the contract that could be passed on to customers. As we've mentioned before, that is kind of a supply demand kind of determinant. In regards to what we wanted to size up is the size in the near-term of the cars that we need to retrofit is significantly lower than the 20,000. And so I think as we go get through some of the cars and the retrofitting, we'll provide you additional color on the cost of doing that.

Okay. That's great. Thank you.

Thank you. And the question comes from Eric Beardsley with Goldman Sachs. Eric Beardsley - Goldman Sachs & Co.: Hi. Thank you. Just a follow-up on the purchase accounting, were there assumptions embedded at the deal announcement last year and I guess what are the considerations to take into account? Will you actually be marking up OneWest balance sheet at this point potentially and having some type of gain on closing? Scott T. Parker - Chief Financial Officer & Executive Vice President: Well, I think in the process, I would say that two probably largest items that were part of the initial pro forma were credit marks as well as the intangible for the OneWest deposits and franchises. And so I think given that process the one – those two items would be the key part of the valuation in the purchase accounting. Eric Beardsley - Goldman Sachs & Co.: Got it. So given that we are one week away from closing and I guess, you've had quite a bit of time now to work on this. Is there any way that you give any thoughts on whether those marks are still appropriate or if it's possible to actually mark the balance sheet up here now given the rate environment or the credit improvement and also just if you could help us think about what happens to indemnification asset as well? Scott T. Parker - Chief Financial Officer & Executive Vice President: Well, I think, Eric, there is kind of three different pieces of the puzzle. On the balance sheet, you have the commercial portfolio, which is one process; you have the legacy cover portfolio that is much more complicated from a fair value point of view as we move that into our accounting methodology we will use going forward; and the third piece is really on the deposits and intangibles as we walk through that process, what we did at the deal pro forma was typical kind of bank transactions what those would be So ours could be all those items when we put them altogether, I'd rather have the specifics versus trying to forecast what that is without the accounting support for that. Eric Beardsley - Goldman Sachs & Co.: Got it. Will you actually put out numbers at deal closing next week? Scott T. Parker - Chief Financial Officer & Executive Vice President: There won't be a deal closing. Remember, when we're closing, I know we've been doing this, we have to roll forward, we've been doing a lot of work and that was as of a month or two ago. So we have to roll forward that process and conclude several remaining items that were in process regardless of the date of the close. So I think kind of thinking about, as I tried to mention, all the things that we have to submit as part of the closing, I think looking later around the third quarter would be more – third quarter, fourth quarter is more realistic. Eric Beardsley - Goldman Sachs & Co.: Okay. So nothing really you could say in terms of what happened for the OneWest accretion if that goes away or not under you accounting? John A. Thain - Chairman & Chief Executive Officer: Correct. It's very hard to give you too much guidance on that until we actually book all the loans accordingly and we have a quarter or two – or a month or two under our belts in regards to that projection. Eric Beardsley - Goldman Sachs & Co.: Okay, thank you.

Thank you. And the next question comes from Moshe Orenbuch with Credit Suisse. Moshe A. Orenbuch - Credit Suisse Securities (USA) LLC (Broker): Great. Scott, I have actually been kind of thinking about this really since last July. Those potential changes, why weren't some element of them kind of contemplated in the pro formas? And I've got of a follow-up. Scott T. Parker - Chief Financial Officer & Executive Vice President: Well, I think, there is two pieces of them, Moshe. One is I think it's customary to use the kind of the forward curve in regards to using future periods and number two is, as we talked about, versus a year ago, if you look at the middle market corporate finance business, the slowdown was not something that... Moshe A. Orenbuch - Credit Suisse Securities (USA) LLC (Broker): Scott, I'm talking specifically, though, to the expected earnings out of OneWest, I guess. To the extent that you expected to change their accounting, I mean, the numbers, I would have thought contemplated what you thought it would earn, not what it historically earned, I guess? Scott T. Parker - Chief Financial Officer & Executive Vice President: I think, the OneWest, the way we've dealt with that, Moshe, was putting that in the other adjustments, because as a private company, we kind of use what the public available information that we had for that. And then the marks that we would have taken on the portfolio would have been in the other adjustments purchase accounting. Moshe A. Orenbuch - Credit Suisse Securities (USA) LLC (Broker): So you did include those marks on a fair value of the portfolio in those? Scott T. Parker - Chief Financial Officer & Executive Vice President: We had an estimate at that time. Moshe A. Orenbuch - Credit Suisse Securities (USA) LLC (Broker): But they didn't include an interest rate mark, they only included credit, right? Scott T. Parker - Chief Financial Officer & Executive Vice President: Correct. Moshe A. Orenbuch - Credit Suisse Securities (USA) LLC (Broker): Right. Okay. Thank you.

Thank you. And the next question comes from Eric Wasserstrom with Guggenheim.

Thanks very much. Just to follow up another time on some of the directional changes to the guidance, can you give us some sense of what incremental synergies might exist, because as I recall from the discussion a year ago, there were no revenue synergy assumptions but there were cost synergy assumptions? So what – where would the incremental benefits derive from? Scott T. Parker - Chief Financial Officer & Executive Vice President: There were three things, Eric. You're correct. So, the two that we put out there were funding synergies and an expense synergy. And we said that the reason we didn't include revenue was is that those take a little bit longer time and that they would – there's clearly revenue synergies, but they will manifest themselves over time when we gave the 2015 guidance. So based on that, I think the funding synergies, us using cash was a big opportunity. The other piece was remixing the deposit base in respect to our deposits, their deposits as well as the cash on hand. The second piece on operating expenses, I think, it's one where we factored in and we have a lot of work to do. My sense would be is there's additional operating expenses that we will be able to achieve in 2016. When we do that is going to be commensurate with completing all the integration efforts what we need to complete, especially in the next six months to 12 months. And then on the revenue synergies, I think we will provide some more clarity on that. There are definitely opportunities, it's a matter of how quickly they'll bleed into the income statement.

Okay. And then if I just look at the slide and the numbered lines that you've laid out, the decline in the CIT standalone and the OneWest income contribution more or less offset the benefit from no cost of debt funding. So it seems that the expectations relative to the original – or I should say the changes relative to the original really derived from the cost synergies and the other adjustments. And you just gave a detailed assessment, a question or two ago, about the other adjustments. But it would seem like if the rate environment is lower and the credit environment is also more benign, the net-net of that, would that have a significant impact on the original other adjustments estimate? Scott T. Parker - Chief Financial Officer & Executive Vice President: Well, the other adjustments is going to be based on today. We're going to be fair valuing the balance sheet as of – a week from now. So I think the piece that is the main driver is really the expectation for the forward curve. So I think depending on when the forward curve materializes, that is something, as we've talked before, we have – between OneWest and CIT, we have a substantial amount of cash. And we haven't invested that aggressively, we've been very short-term with the expectation that rates are going to increase in the near future.

Thanks very much.

Thank you. And the next question comes from Henry Coffey with Sterne Agee CRT.

Good morning, everyone, and thanks for all this information. It seems to be – I'm looking at slide seven, which is very helpful, and there seems to be a lot of debate all centering around item number six, which is $15 million. So the likely adjustments from you changing to a CIT-based accounting system are relatively small vis-à-vis that number, it might be $0, it might be $15 million, or is there a potential for there to be a large swing? Scott T. Parker - Chief Financial Officer & Executive Vice President: I think until we complete that, Henry, it is a small number on the page. But we – depending on what happens to the purchase accounting and as we go through some of the other assumptions on intangibles, that number could vary from where it is on the page.

And the change would be things like amortization expense on the intangibles or... Scott T. Parker - Chief Financial Officer & Executive Vice President: Correct. That would be – I mean, in the short-term, if the intangible was higher than what we originally forecasted, it would be higher, but it also is something that would have a corresponding impact on goodwill. So it's just a matter of timing and geography.

I mean, it just doesn't sound like a big number, but I could be wrong. I think that's what everyone is trying to figure out is it a small number or big number. The other thing just getting away from this subject, in the U.S., one of my favorite business is Direct Capital, your online lender, how is that faring in this climate? Scott T. Parker - Chief Financial Officer & Executive Vice President: Still doing very well, Henry, so continue to grow the franchise volume and new business is very good. The returns are above our expectations when we did the transaction and they continue to find new markets and new customer growth, so we're very happy with the performance of Direct Capital.

Given how that – how comparables in that market are valued, is there a point over the next couple of years where you might breakout its P&L for people? Scott T. Parker - Chief Financial Officer & Executive Vice President: It might be possible on that one. I think we look at it from kind of the market segments that we cover, but I won't say never but I don't think it's our expectation that we would break it out.

All right. Great. Thank you and congratulations on a solid quarter and thanks for putting all those in front of us.

Thank you. And the next question comes from Cheryl Pate with Morgan Stanley. Cheryl M. Pate - Morgan Stanley & Co. LLC: Hi. Good morning. Just maybe one more follow-up on OneWest, I'm just wondering if there any update to how you are thinking about the valuation allowance reversal and then I have one more follow-up. Scott T. Parker - Chief Financial Officer & Executive Vice President: Yeah, Cheryl, on that one, I think as we've said that based on the information we have today, we will revisit the valuation allowance analysis and if the earnings projections are as we expect, that would probably be a third quarter event. Cheryl M. Pate - Morgan Stanley & Co. LLC: Okay. Thanks. And then just more broadly, now that we're getting to the close of the OneWest deal, just wondering how are you thinking about maybe portfolio acquisitions from here, obviously, there is a large amount in the market today and wondering if you had any updated thoughts on that? John A. Thain - Chairman & Chief Executive Officer: Sure, Cheryl. So we are obviously aware of a number of portfolios that are in the marketplace. The closing of the transactions I think allows us to be more proactive there, but I would that the price that the one big portfolio traded at would not have been attractive to us and so we'll have to see where things trade, but the portfolio that got sold to the Canadians traded at a very high price. Cheryl M. Pate - Morgan Stanley & Co. LLC: Okay. Thanks very much.

Thank you. And the next question comes from Bill Carcache with Nomura.

Thank you. Good morning. I was hoping to focus a bit on OneWest standalone performance for a moment. So there had been some concern among some investors that the $243 million of earnings at OneWest generated in 2013 would not be sustainable, given declining purchase accounting accretion benefits. And their 2014 call report showed that earnings did indeed fall to $194 million. And in speaking with some investors, I think there was further concern that OneWest earnings would further decline from there. But it sounds like you guys were saying on slide seven that OneWest earnings are trending slightly better relative to 2014, so is it reasonable to conclude from that, kind of acquisition accounting noise from the upcoming CIT acquisition aside, if we were to look at OneWest standalone going forward, would its revenue that's it's generating on new loan originations now more than offset the declining purchase accounting accretion that it's been facing? John A. Thain - Chairman & Chief Executive Officer: Yeah, so, Bill, I'll answer the question in two ways. One is, on their standalone reported numbers, and you look at 2014 or you look at 2013, they do have in their other income, the mark-to-market, because of the hedging that they have in place for their portfolio. We expect to break those hedges as part of the purchase accounting as we move those from fair value onto our cost method basis. And number two – so that's one driver that kind of is variable in their numbers that will go away. And then number two, as you said, the portfolio is performing kind of as we expected, and the only delta is they have a lot of cash. Also that is invested at the Fed and that is one of the drivers of how they're a little bit below kind of the number that was out there for 2013. So they have been able to offset the portfolio runoff with new business volume, expense actions and fee income.

Okay, thank you. My follow-up question is, the color that you guys gave kind of directionally on the impact to pro forma earnings on slide seven, is there anything that you could call out that would impact tangible book that we know today, but didn't know at the time of the announcement? I know there is a lot of moving parts that will affect – that will have an impact from purchase accounting, but I guess, just based on what we know today, is there anything that's worth calling out? Scott T. Parker - Chief Financial Officer & Executive Vice President: Based on what we put out before, it really ends up becoming the final purchase – the final determination of goodwill/intangibles. The other item we had shown was really on the kind of any restructuring charges that we might take. So those are really the only kind of two big items from the tangible book last year.

Got it. Thank you for your help. Appreciate it.

Thank you. And the next question comes from Don Fandetti with Citigroup.

Yes. Scott, on the standalone CIT, I was wondering if you could talk a little bit about the near-term net finance margin expectation pluses and minuses, and also other income. And then, lastly, on cash tax rate, are we still thinking single digits on a going forward basis? Scott T. Parker - Chief Financial Officer & Executive Vice President: Okay. I'll answer the last one. I think, yeah, this quarter on cash taxes, I would say that we thought we would be kind of somewhere around 10%, maybe a little bit less than 10% on the cash taxes. I think each quarter will be a little bit up and down, but that's still a good expectation. If you look at the net finance margin, based on what we know today, I think our continued improvement in growth of assets into the bank, with those lower funding costs, is offsetting some of the portfolio pressure that we have, yield pressure. So I think we're kind of in this – where we are today is probably good for the near term on the net finance margin. And I forgot the first part.

Oh, just the other income. Scott T. Parker - Chief Financial Officer & Executive Vice President: Oh, other income. So, if you pull out, we discussed there was a $9 million charge in the other income that was – added a corresponding offset in the tax rate. So, if you take that out, we're in line with kind of the non-spread. And the real change is that the first half was a little bit elevated as we sold aircraft into the joint venture with Century Tokyo Leasing. And we don't expect to continue to sell at that same level on the second half.

Okay. Thanks.

Thank you. And the next question comes from Chris Kotowski with Oppenheimer. Christopher M. Kotowski - Oppenheimer & Co., Inc. (Broker): Yeah, two things. One is just I wanted to make sure I understood the guidance on the no debt. I mean, earlier in the year, you had a $1.2 billion maturity that you didn't refinance, you just paid it down in cash. And you are saying now, this whole acquisition, you are not going to issue any more debt and your next debt maturities are, I think, in 2017? John A. Thain - Chairman & Chief Executive Officer: Correct. Christopher M. Kotowski - Oppenheimer & Co., Inc. (Broker): Okay. Great. And then secondly, can you discuss the plan that you need to file with the OCC in December? I haven't heard that – no one else has talked about these kind of things on the call. Is this like a CCAR-like process that you need to do? And does it relate to capital returns? And I guess there is about $100 left on your share buyback authorization, is that a necessary step before you can expand any other future buybacks. Scott T. Parker - Chief Financial Officer & Executive Vice President: I think, Chris, it's really an updated three-year business plan is part of that and it's just refreshing what we had provided as part of the regulatory filing a year ago. John A. Thain - Chairman & Chief Executive Officer: It's not related to CCAR at all. It's simply a refiling of the business plan that we've otherwise filed anyway, so we file three-year business plans. Christopher M. Kotowski - Oppenheimer & Co., Inc. (Broker): Okay. All right. That's it from me. Thanks.

Thank you. And the next question comes from Brian Klock with Keefe, Bruyette & Woods. Brian Klock - Keefe, Bruyette & Woods, Inc.: Good morning, gentlemen. Scott T. Parker - Chief Financial Officer & Executive Vice President: Good morning. Brian Klock - Keefe, Bruyette & Woods, Inc.: Scott, I want to ask you a quick question on the expenses. If I look at slide 15, pretty good core operating expense number, the $214 million versus the $223 million, so much lower than last couple of quarters. Just thinking, I guess, what should we be thinking about, as we kind of move forward with, obviously, regulatory costs and other things that you've talked about building towards? So is $214 million like the number we should be thinking about, as a core to build off of, going into the second half of the year? Scott T. Parker - Chief Financial Officer & Executive Vice President: For, I guess – at least for this purpose, Brian, is that after this quarter, we'll have the combined enterprise. So I guess, if you were looking at just CIT standalone, that's kind of in the ballpark for the core, but I think as we go into the third quarter, you're going to have the combined company, so I'm not so sure that number will be seen again. Brian Klock - Keefe, Bruyette & Woods, Inc.: All right. Right, right I was just thinking about core CIT, definitely. Scott T. Parker - Chief Financial Officer & Executive Vice President: Yeah. So I think what we're doing is, we're continuing to manage our expenses and we have incurred integration cost up to this point. So those won't go away in regards to the first six months to 12 months, but it's clearly how do we continue to drive down our – improve our operating efficiencies by driving down our cost. Brian Klock - Keefe, Bruyette & Woods, Inc.: Okay, okay. And then just a second question just thinking about, there's been softness in the Chinese economy. And just thinking about how should we think about that impacting the aircraft leasing business going forward? Scott T. Parker - Chief Financial Officer & Executive Vice President: I mean, I think we have a diversified portfolio in the aircraft business. We have some exposure to China, but I think it's something where, given the nature of the aircraft industry and the growth in overall airline passenger miles, I think the business is still well positioned for growth and with some weakness or softness in certain economies, the question really is, is that a long-term trend or is that just a kind of short-term blip. John A. Thain - Chairman & Chief Executive Officer: We haven't really seen it in our aircraft business, at least, as of now. Brian Klock - Keefe, Bruyette & Woods, Inc.: Okay. Appreciate it. Thanks for your time.

Thank you. And the next question comes from Ken Bruce with Bank of America.

Thank you. Good morning. Looking at just CIT standalone, I guess, you talked a lot about the net finance margin and the like, I guess, is there any way to think about how asset growth or what your outlook is for asset growth here over the next year or so? Obviously, there is a lot of moving pieces with respect to the various businesses. But how should we broadly be thinking about growth? Is it going to remain subdued or do you think that there is an opportunity for that to increase from here? Scott T. Parker - Chief Financial Officer & Executive Vice President: What I would say is, in the commercial finance sector – corporate finance sector, we're – we've seen a little bit of uptick from kind of the first quarter, but it's still down from year ago periods. So I think, if it continues at the pace we are, we're not seeing a lot of growth in that Corporate Finance business, which we would have expected earlier in the year. We've made a part of that because of the growth of, as Henry mentioned, the Direct Capital business. And we have seen a little bit of an increase in the real estate business. So I think, on average, the growth rates are a little bit below what we set targets for for the business. On the Transportation side, things are continuing to proceed even with the asset sales we had to the JV, the asset growth in our Transportation business continued to be kind of in line what we thought they would be.

And, I guess, maybe just as a follow-on, within the Corporate Finance business, is this purely competition? Or are you seeing that just overall activity levels are down? Is there a way to frame it in between the competitive aspect of it versus say just the general level of activity? Scott T. Parker - Chief Financial Officer & Executive Vice President: I think the majority of it's the general activity in the marketplace. So the overall activity is down year-over-year and that is impacting kind of our growth rate.

Okay. Thank you for the information.

Thank you. The next question comes from Chris Brendler with Stifel. Chris C. Brendler - Stifel, Nicolaus & Co., Inc.: Hi. Thanks. Good morning. A couple of questions. Start with Direct Capital, you mentioned the continued solid trends there. I was wondering, from a competitive standpoint, are you seeing any impact from all the alt lenders or marketplace lenders that have entered the SMB lending space in your Direct Capital subsidiary? And who are your primary competitors there? Is it traditional sources of SMB lending like banks and tertiary financial institutions? Or are you actually seeing competition from other alt lenders? Thanks. Scott T. Parker - Chief Financial Officer & Executive Vice President: Yeah, Chris, what I'd say is that the market is very sizeable. So look, there's – all the players you talked about play in this market. I think the Direct Capital team has been growing in areas that they felt that they had a competitive advantage and provided the value prop for the customer base. And so I think we see some of the different players, but I would say it's mainly the kind of the traditional lenders is kind of the opportunity to take something that was a high cost to originate into a lower cost kind of online vehicle is a way to improve the returns on that business. And I think the growth rate can continue just given the size of the overall SMB market in the U.S. that we feel is still underserved even with all the other players that have entered the marketplace. Chris C. Brendler - Stifel, Nicolaus & Co., Inc.: Yeah. That's our sense as well. Thanks. The second, I guess more important, question would be on GE and the assets that are available. You mentioned the high prices. I just want to get a sense for how high a priority that is for CIT, as you look to try to improve profitability and maybe reach a little more scale? If you – are you really working hard on this? Or is this something that you feel like is not a high priority? And from a regulatory perspective, how much – or capital perspective, how much dry powder do you have to pursue one of these transactions? And a related comment, it seems like ever since I've followed CIT, for years and years, GE has been your biggest competitor. Is that – is there any benefit to this competitive environment from them on winding that business? Or is that not really noticeable today? John A. Thain - Chairman & Chief Executive Officer: So in terms of the various different portfolios, we are actively looking at and pursuing a number of their portfolios. It depends a little bit in terms of what size they can – they package them up in. So because there is a limit to what size we can play in. But the leasing portfolio they traded, we were actively involved in that process. But at the price they traded at we were not going to be competitive. So I think, a lot of their assets would fit very nicely. We could absorb them on to our platform. They would – if they would trade at reasonable prices, there would be a very interesting addition to our existing businesses. But we'll have to see whether or not that actually occurs or not. In terms of the competitive environment, I think there's opportunities for us to develop relationships where people are concerned about where the assets are going to end up, or where the relationships are going to end up, but the environment still remains pretty competitive and I don't think we really see any reduction in the competitive environment. Chris C. Brendler - Stifel, Nicolaus & Co., Inc.: Yeah. That makes sense here as well. Last question, more for you, John. There's a lot of focus on OneWest. I certainly disappointed that we're not sort of seeing more color on the earnings impact after a year, but understand all the moving parts and the accounting noise. But just step above the accounting noise, I think you started off the call today by talking about the benefits of this transaction. I mean I think we've always thought that the balance sheet, the right side of the balance sheet, the deposit base, is probably the more important benefit but ultimately you're trying to improve profitability. Does OneWest still improve the overall profitability and return targets for CIT? Or is that not clear at this point? John A. Thain - Chairman & Chief Executive Officer: Oh, there is no question, it is substantially accretive. And so we showed you the accretion numbers last year. It continues to be substantially accretive to earnings. Chris C. Brendler - Stifel, Nicolaus & Co., Inc.: Great. Thanks so much.

And the next question comes from Vincent Caintic with Macquarie. Vincent A. Caintic - Macquarie Capital (USA), Inc.: Hey. Good morning, guys. Thank you. Just related questions on GE and portfolio purchases, first, post OneWest, how much excess capital do you have and how much firepower in terms of asset purchases do you think you can do? And then the second related one, you touched on the valuation for the GE sponsored business being high. And just kind of thinking about your stock price right now, so CIT trading below tangible book and a focus on becoming more of a middle market commercial bank, is there any opportunity on your end in terms of realizing value in your businesses? Thanks. Scott T. Parker - Chief Financial Officer & Executive Vice President: Yeah. I won't give you an exact number, but we still have – and post the closing, we will have excess capital as well as cash in our bank subsidiary to do a meaningful kind of size of assets, as John mentioned, not the size of some of the things that are out there today, but we would be able to bolt on assets into our franchise. So we just need to keep figuring out how to make sure they are accretive and improve our overall returns. Vincent A. Caintic - Macquarie Capital (USA), Inc.: Okay, great. And then just secondly on the, I guess the valuations you're seeing out there in transactions? Scott T. Parker - Chief Financial Officer & Executive Vice President: Well, I mean, just kind of – if you just talking about the one specific example, I mean, I think that was a transaction with a buyer that there was a – based on what we understand, a pretty hefty premium for that. So I think that – whether that's kind of market or that was certain circumstances is something that I think everybody can have their own opinions. But I think in today's environment, the assets and the yields on those assets, given the current low interest rates and liquidity, people definitely see value that maybe in excess of the overall, through the cycle, kind of valuation. Vincent A. Caintic - Macquarie Capital (USA), Inc.: Okay, got it. Thank you.

Thank you. And as there are no more questions at the present time, I would like to turn the call back over to management for any closing comments. Barbara A. Callahan - Senior Vice President & Head-Investor Relations: Great. Thank you. And thank you everyone for joining us this morning. If you have any follow-up questions, please feel free to contact me or any member of the Investor Relations team. You can find our contact information along with other information on CIT in the Investor Relations section of our website at www.cit.com. Thanks again for your time and have a great day.

Thank you. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.