Hello. And welcome to the F.N.B. Corporation's Third Quarter 2018 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note this conference is being recorded. I'd now like to turn the conference over to Matthew Lazzaro, Manager of Investor Relations. Mr. Lazzaro, please go ahead.

Thank you. Good morning, everyone, and welcome to our earnings call. This conference call of F.N.B. Corporation and the reports it files with the Securities and Exchange Commission often contain forward-looking statements and non-GAAP financial measures. Non-GAAP financial measures should be viewed in addition to and not as an alternative for our reported results prepared in accordance with GAAP. Reconciliations of GAAP to non-GAAP operating measures to the most directly comparable GAAP financial measures are included in our presentation materials and in our earnings release. Please refer to these non-GAAP and forward-looking statement disclosures contained in our earnings release, related presentation materials and in our reports and registration statements filed with the Securities and Exchange Commission and available on our corporate website. A replay of this call will be available until October 30, and the webcast link will be posted to the About Us, Investor Relations & Shareholder Services section of our corporate website. I will now turn the call over to Vince Delie, Chairman, President and CEO.

Good morning, and welcome to our earnings call. Joining me today are Vince Calabrese, our Chief Financial Officer; and Gary Guerrieri, our Chief Credit Officer. I will provide highlights of the quarter results and cover the recent development since our last call. Gary will review asset quality, and Vince will provide further detail on our financial results. And then we'll open the call up for any questions. We are very pleased with the quarter's results, highlighted by a 30% year-over-year increase in earnings per share to $0.30 per share. Tangible book value per share increased $0.18 to $6.44 and return on average tangible common equity exceeded 19%. Operating net income available to common shareholders was $95 million and produced $0.29 per diluted share for the quarter, a 21% increase from the third quarter of 2017. The strong performance for the third quarter reflected positive operating leverage, solid loan growth, very strong deposit growth, improving core net interest margin and positive asset quality results. The quarter's record high total revenue of $310 million reflected continued loan and deposit growth, and positive results from our fee based businesses, notable capital market, wealth management, insurance and mortgage banking. A key item I want to highlight is the significant reduction in operating expenses to $171 million this quarter. We continue to focus on carefully managing our expenses while generating consistent total revenue growth. The efficiency ratio of 53.7% improved meaningfully on a linked quarter basis, and we have ongoing initiatives in place to control expenses and drive positive operating leverage moving forward. On a linked quarter basis, average loan growth totaled 6% led by commercial equipment finance, indirect auto and residential mortgage. On the commercial side, we had strong quarterly production in Cleveland, Charlotte, and the Piedmont Triad and across the Mid Atlantic region…

Thank you, Vince, and good morning, everyone. We are pleased with the performance of our portfolio during the third quarter with continued positive credit risk, and credit metrics which continue to trend favorably over the last several quarters. On a GAAP basis, delinquency ended September at 1.23% which represents an increase of 14 basis points over historically low June levels. While NPLs and OREO ticked up slightly by two basis points linked quarter to end September at 63 basis points. Core net charge-offs were solid at 14 basis points annualized excluding the 13 basis point accounting impact from the sale of Regency Finance. Let's now take a look at the originated portfolio results for the quarter followed by some brief remarks on the acquired book. Turning first to the originated portfolio. The level of delinquency ended September at 79 basis points, which represents an increase of 11 basis points from very low June levels. The long-term trend continues to move in a favorable direction marked by a year-over-year improvement of 12 basis points. The level of NPLs and OREO remained fairly stable for the quarter picking up slightly by two bps to end September at 73 basis points. And when compared to the year ago period improved by 18 basis points. Absent the accounting impact of the Regency sell, originated net charge-offs were solid at 16 basis points annualized. The originated provision at $14.9 million covered net charge-offs and organic loan growth reflecting an ending originated reserve position of 1%. Now looking at the acquired portfolio which totaled $4.5 billion at quarter end, credit quality results remained favorable with some slight migration noted in the delinquency level. Contractual delinquency increased $10 million linked quarter totaling a $130 million at quarter end. Though it continues to trend in a positive direction as evidenced by a 25% year-over-year reduction totaling $45 million. The acquired reserve was up slightly for the quarter to stand at $4.6 million, inclusive of the credit mark, the total loan portfolio remains adequately covered reflecting a combined ending coverage position of 1.55%. In summary, we are pleased with our third quarter results and the position of our portfolio as we enter the final quarter of 2018. Our credit portfolio continues to demonstrate consistent results throughout a variety of economic cycles, a proof point of our strong credit principles and risk management philosophies that are focused on sound underwriting, proactive risk mitigation and maintaining a well-balanced loan book by remaining selective in our credit decisions. Our strategy of positioning the company in higher growth and diverse markets continues to provide us with high quality credit opportunities, which further positions us for growth without sacrificing our credit standards or risk profile. We remain committed to our core principles for both new and existing lending opportunities to support our long-term growth and risk objectives. I will now turn the call over to Vince Calabrese, our Chief Financial Officer for his remarks.

Thanks Gary, and good morning, everyone. Today, I will discuss our financial results for the third quarter and high-level outlook for the fourth quarter. As you can see on Side 4 of the presentation, we are in $0.30 per share for the third quarter including a $0.01 per share from the gain on the sale of Regency. On an operating basis, earnings for the quarter were $0.29 per share, an increase from $0.27 in the second quarter and $0.24 in the third quarter of 2017. Let's start with the balance sheet for the quarter starting on Slide 6. Linked quarter average loan growth was $330 million or 6% annualized. In consumer lending, we continue to see healthy growth in residential and indirect auto, up a combined $300 million while home equity balances declined. On the commercial side, we had solid origination volume across the footprint and commercial leasing had another strong quarter, up 74% annualized as that business continues to build in our newer markets. As Vince noted, combined C&I and leasing portfolios grew 8.3% annualized during the third quarter. Also contributing to our overall lending performance the acquired portfolio runoff declined substantially this quarter to $320 million compared to $450 million in the prior quarter. The moderation of this runoff 18 months after we entered the Carolinas is an encouraging sign regarding stability of the team, and the potential growth prospects going forward. As you may recall from our July Investor Call, we have a strategic focus to replace short-term borrowings with lower cost deposits. We were successful in that endeavor this quarter with growth in average total deposits of $638 million or 11% annualized including growth of $202 million or 14% annualized in noninterest bearing deposits and $445 million or 37% annualized in time deposits. On an average…

Thank you. Before returning the call to the operator, I would like to thank our team for their hard work and dedication. As we have accomplished a great deal during 2018. In addition to these efforts, FNB was included for an eighth consecutive year on the 2018 best places to work in western Pennsylvania list presented by the Pittsburgh Business Times. These accolades build on the company's recognition earlier this year as a top workplace in Pittsburgh PA for the eighth consecutive year and in Cleveland for the fourth consecutive year and best place to work finalists in Baltimore, Maryland for a second year. The recognition from these publications is a testament to our culture, and what we value most our people. In summary, our team delivered strong quarterly results with record total revenue, record net income, a 19% return on tangible common equity, 30% year-over-year EPS growth, continued loan growth, double-digit deposit growth, solid noninterest deposit growth and an improved efficiency ratio of 53.7%. These metrics are proof points of our team's ability to successfully execute our strategy, while creating sustainable long-term shareholder value. With that, I will turn the call back over to the operator for questions.

[Operator Instructions] And this morning's first question Frank Schiraldi from Sandler O'Neill.

Good morning. Just a couple questions on first on commercial loan origination. Could you just talk a little bit about how the Carolina segment is faring or trending compared to others geographies in your footprint? And if growth there is enough to offset the run-off down there at this point?

Yes. The portfolio in the Carolinas has shown steady increases over the last three months during the quarter. So we've had incremental increases in the portfolio. The portfolio-- we were doing I think very well in terms of new business. The production there is much higher than it has been historically for that company. And we're getting to the point where the run-off, the designed run-off is starting to trail off, Frank. So that that portfolio is starting to contribute. I mentioned in my prepared comments that the Piedmont Triad and Charlotte as well as the Washington DC team and Cleveland were -they had contributed nicely to production during the quarter. So we're --our strategy is diversification, geographic diversification so that we can sustain the growth rate that we need to sustain in our investment thesis. And I believe that we're well positioned to do that.

Okay and the deposit growth in the quarter, is there any geography you would call out there? I mean you talked about obviously the non-interest bearing growth was very nice and you talked about going after a larger corporate customers. Is there any geography that stands out from that standpoint?

Well I would and I did call out the Carolinas again. I think if you look at the FDIC data that's out there, we were up in just about every market excluding areas like the headquarters branch where we move deposits centrally away from the Carolinas. They have performed extraordinarily well in terms of deposit origination. And we're just scratching the surface because we're still not the primary treasury management bank for a lot of those customers. And we're starting to see momentum there. So I would expect the Carolinas to contribute significantly in the future in terms of deposit growth. Having said, that we had great success across the board. This most recent quarter saw some very strong growth in the central part of the state, with the Metro acquisition from several years ago. Pittsburgh had some significant deposit growth. It really is all over the board. And I think that it's a testament to the strategies that we pursue. We have a number of strategies both with data analytics in the consumer bank and targeting good treasury management prospects in the wholesale bank that will continue to drive deposit growth particularly in the demand deposit category.

Okay and then just finally I wondered if you could just remind us as we think about expenses here, you guys talked about obviously Regency closed, the Regency deal closed this quarter in 3Q and the branch consolidation costs helped. What sort of incremental benefit just in terms of those two pieces of the story, the branch consolidation and Regency, what's our incremental benefit does that push through to expenses in 4Q quarter-over-quarter?

Vince Calabrese can address the expense base.

Yes. I would say couple things. The branches as a whole, we announced that we had 20. Once this cost savings are fully realized it's about $300,000 per branch, so $6 million was the figure that we commented on it's kind of a full-year impact. Now you don't have that right out of the gate. I would say for the 13 branches that we closed in May; we have about 85% of the savings kind of realized at this point where you have properties that you own. For instance, we owned eight of those 13 stuff to sell the property to take out the rest of the carrying cost. So kind of once everything sold and the properties are fully gone you kind of get to that $6 million run rate. We had six that we consolidated late in September, so five of the six are owned. So you'll get say 80% -85% of the $300,000 per branch for those in the fourth quarter. So there's some incremental benefit there. And then we're still in the process of selling the branches that we had consolidated in May. So it takes a few quarters to kind of get to the full $6 million run rate. And then the Regency expenses as you may recall in July when we kind of gave the components. And I'll give them again, net interest income $8 million that would go away; provision about $2 million, noninterest expense was $5 million a quarter and noninterest income was a $0.5 million to $1 million. So kind of the pretax impact in the short term is $1.5 million that would go away. So the noninterest expense you had basically a third of that benefit in September. You'll get the rest of that benefit in the fourth quarter. So you've kind of be at that full run rate from the Regency perspective like they said the branches will just take a little bit longer.

Okay so that those 13 branches I mean if you think about what was in the third quarter for the branch consolidation you could just assume sort of $300, 000 times of those 13 branches times 85% that gives you a pretty good annualized.

Yes, 80% -85%

The next question comes from Austin Nicholas with Stephens Inc.

Hey, guys. Good morning. Maybe just hitting on the loan growth again and may be talking about that as we think about that mid-single digit loan growth number is that kind of how you're thinking about the fourth quarter and as you look into 2019. Are you not ready to kind of comment out that far?

We're really not commenting on 2019. I think Vince was trying to give you an indication for the fourth quarter what our expectations are given that we have three quarters behind us. I will tell you we feel pretty confident about what we put out there. We have a strong pipeline, pipelines up about 20% over the previous period. We're not disclosing pipeline information anymore because it confuses everybody, but we have record levels across the company. So we're feeling good about moving into the fourth quarter. Having said that, I will caution in this environment, we have become very selective in terms of credit approval. So we're focusing on higher quality credit opportunities. There are others that are more robust in terms of their pursuit of credit. So pull through and that pipeline changes it varies based upon credit appetite, really credit appetite of others. And I think that we're being very guarded. So as we move forward we're focusing --we're leveraging the investment in multiple geographies to help us manage risk, and still achieve our growth objectives. I don't know if Gary you want to add any color to that. I think one other thing I'll mention the reason we're guarded as well is because in the CRE portfolio there are --we tend to finance construction. We do construction financing and then we'll do a short mini-perm to position the asset for take out, the level of activity in the permanent market has increased significantly. So that has created a headwind. You've heard it on repeated calls, so it's not something unique to FNB that is happening across the industry. We're seeing it here as well. Gary I don't know if you want to give any color.

Yes. I think Vince covered it quite well there. In reference to the CRE markets and looking at the life companies coming in there, naturally their business is non-recourse, longer term, and longer amortization transactions with lower fixed rates. So that's what you're seeing as they've reentered the market looking for investment opportunities and yield. So I think the industry is experiencing some of that going on at this point. I think that's going to continue for a while.

I would add is that the guidance is from 12/31 spot, the change to mid-single digit is really related to the commercial real estate stuff that Vince and Gary talking about, plus we're moving Regency. So we removed $132 million that will be out of the spot. So those two factors kind of bring us from the high single digits to the mid-single digits kind of spot the spot just to kind of close the loop on that.

That's a good point.

Got it, understood. Okay, that's helpful and then maybe just on the core margin given some of the moving pieces, I heard your comments on that kind of six basis points expected negative impact as we move to the fourth quarter just given Regency coming out. I guess beyond can you maybe give us some comments on how you would expect the margin to kind of look as you go out to the fourth quarter?

Yes. I think just a few comments on margin. I think that when you look through the numbers for the quarter, the core margin excluding purchase accounting excluding Regency was up 1 to 1.5 basis points that I mentioned in my remarks. I think key part of that for this quarter is we had good success reducing short-term borrowings and reducing our overall cost of funds beta. So cost of funds went up nine basis points this quarter, which is the 36% beta, last quarter it went up 10. So kind of managing the overall cost of funds is key part of the strategy. As you look ahead, obviously, the better we do generate and continuing to generate the deposit funding it supports the margin, the mix of the earning assets obviously has an impact to commercial versus retail. And then remind everybody our overall posture on interest rate risk management is generally neutral. I mean we are asset sensitive is we disclose in the IRR data that's into 10-Q every quarter. The kind of overall look for a stable margin on a core basis excluding purchase accounting subject to the mix earning assets and funding that you have. So it's hard to predict with certainty but I would look for a stable margin on that core basis. And while lot of people talk about the steepening of the yield curve and the 10 year had moved up, I guess it was 3.20% yesterday, it's 3.15% this morning. It does help somewhat but important to remember 45% of our loans are tied to prime or one-month LIBOR. So the 10-year it's not a huge impact and is volatile as we know. I mean I went out five basis points this morning. So kind of overall I would say stable margin on a core basis should get into the fourth quarter.

The next question comes from Michael Young with SunTrust.

Hey, good morning. Then Vince it's maybe a little early to ask but just giving the branch closures that you've done thus far and kind of stronger deposit generation on an organic basis throughout the footprint. Does that give you more confidence to move forward with additional branch rationalizations going forward or is it too early to tell there?

No. I think as we've said in the past we focused on consolidation improvement de novo expansion for the last 10 years. So we have an ongoing process. We evaluate locations. We look at transaction volumes profitability market potential. I think there's opportunity for us to continue to reduce the number of legacy branches. Now that'll be tempered by expansion because we're also opening locations selectively in high-growth areas that we feel we can produce production, production levels that are greater than the ones we're closing. So I --but they're not offsetting the closure. So I think when you look at it in total. There's more room and we're keenly focused on it. And I don't lose sleep over the fact that we're just going to sit still continuously look at it. And I think the deposit growth is a positive sign, but I will say something I think this company has proven over time that this is a deposit generating franchise. And if you look at the shift in deposit mix over a very long period of time in the growth that we've experienced, it's significant and that bodes well for us moving forward as we change our funding mix and rely more heavily on originated deposit balances versus whole wholesale funding.

Okay, thanks for that and just curious in the quarter was there any purchase loan growth whether it be stakes where you try to build relationships or on the consumer indirect side?

No.

Okay, little core and then I'm sorry --

No material purchases. I don't know if there were any but I would say there were no material purchases. That's not our strategy.

Okay and understand you're kind of reaffirming the full year loan growth guide, but are there any reasons why you'd expect an increase in pay off or pay down activity in the acquired portfolio going forward? Or do you still feel pretty confident that we're on a kind of glide path to lower pace of pay downs from here?

Yes. I would just a couple comments on acquired. First of all, on the guidance, we did change it slightly to a mid-single digit from high single-digit given the commercial real estate market impacts as well as taking Regency out of the mix. So just to clarify that. As far as the acquired portfolio, as far as the income statement impact just briefly, we've always said there's a lot of volatility there in excess cash recoveries from quarter-to- quarter depending on our level of activity resolving acquires loans. So last quarter it was really high at 15 basis points which was a new high watermark. This quarter we're at two basis points which are the same as the first quarter. So kind of the lower end of the range. So we'll have something each quarter but that piece of it does vary quite a bit from quarter-to-quarter. The incremental purchase accounting accretion was stable that was eight basis points the same as last quarter, which kind of I considered the normal accretion. And then the runoff in the acquired loan book came down significantly into the 300 level. We expected it to continue to moderate. When you look at the levels over the last four quarters, it was 400 in the second quarter, 400 in the first, 500 in the fourth quarter last year. So the third quarter level at 320 feels like a good run rate. I mean it's hard to predict with precision but where we stand and the comments I made in my prepared remarks about kind of the stability of the team and the prospects there, I would expect next quarter to look more like this quarter than where it had been running. So it's probably a pretty good reasonable run rate to use going forward.

The next question comes from Casey Haire with Jefferies.

Yes, thanks, good morning guys. Just want to follow-up -- a couple of follow-up questions on the NIM outlook, specifically the funding strategy. The CD growth was s pretty strong this quarter, which allowed you to pay down the borrowings. It was so positive mix shift on the funding side, should we expect that to continue strong CD growth to pay down borrowings?

Well, historically we were running down CD balances as I mentioned in the past, because the FTP, funds transfer pricing benefit wasn't positive in the past. It shifted because of the change in the yield curve. I would say that it's a strategy that we pursue; pricing of time deposits has helped us grow DDA balances in the consumer bank. We've attracted about 2,000 new customers that have operating accounts with us as well and I focus on the DDA balances increasing 14% and that's part of the strategy. Actually this is the second quarter with double-digit growth in DDA balances. So we will moderate that strategy over time, so I wouldn't say that that's the way it's going to be moving forward, but it has helped us grow our noninterest bearing balances which was the objective.

Okay, understood. And I guess switching to the asset side, we've heard a lot about, it's very competitive out there from a loan pricing perspective and structure, but from your -- if I look at your core loan yields it looks like the loan book is yielding about 4.6% so in terms of production, what is the new money yield versus that 4.6%?

I would say that, if you look at where the rate on the new loans versus kind of the starting portfolio, so this is just a couple of comments on that topic So this is the second consecutive quarter where the new loan rates were higher than the starting portfolio yield, which obviously helps. The rate on the new loans was up 20 basis points from last quarter and up from the starting yield. The overall rate on those I have that here. 4.77% is the overall rate on the new loans that we put on, which is up 20 bps from last quarter like you said and additive to the yields starting yield and then also contributing the reinvestment rates on the securities portfolio. We have another quarter where we're investing higher than kind of the roll-off rate, so this quarter we invested $468 million at a 3.31% tax equivalent yield so 105 basis points higher than the roll-off rate. So that's similar to the loans coming on higher than the starting rate, both are additive to interest income.

The only other thing I'll add is, it's kind of difficult to look at it. I agree that it's very competitive. There is pricing pressure and structural creep, Gary can comment on that Casey, but the payoffs that we've experienced particularly in CRE and some of the large corporate payoffs are investment grade or near investment grade borrowers. And they're being taken out by the public markets or life companies, life insurance companies on the permanent, so it really has an impact on the margin, so some of those lower yielding assets are going first. That's the reality of where we are in the cycle.

I mean, in reference to the structure and pricing competitiveness, it's really more of the same. We continue to see competitiveness across both structure and pricing. And more recently as I mentioned earlier and Vince did as well the CRE market presence. So it continues and the factor from our perspective is the investments we've made in the diverse growth markets, which is critical to our strategy and the maintaining our risk profile where we want it. We are seeing plenty of credit opportunities and we're continuing to underwrite exactly as we have forever. So that is a key strategy of ours from a growth and a risk management perspective, and we'll continue to do it that way.

In our previous M&A strategy, we've said it repeatedly call after call was designed to get us the significant share and larger metropolitan areas, so that we can compete more effectively when we come through periods like this. So I think we're positioned extraordinarily well relative to others, given how we've been able to grow geographically as Gary mentioned to provide us with the ability to selectively add to our portfolio. Anyway that's what we are, right.

Okay, great. Just last one. The tax rate, you said this is a good rate for you. I think I mean year-to-date it's 19%. I had --I thought the expectation was 20%, just what's the go forward kind of tax rate?

It'll be between 19% and 20% for the fourth quarter is what we would expect.

Thank you. And the next question comes from Collyn Gilbert with KBW.

Thanks, good morning guys. Just to follow up on the deposit discussion. So the CDs that you guys put on this quarter, what is the sort of the blended rate of what you put on or what you're putting on in that bucket?

We really don't disclose the blended rate.

Okay. How about how that compares with the borrowings that were paid down just generally, I know you are sort of aware that the given takes are on the funding remixing?

Yes, I think I look at it holistically, I think, Vince already answered the question. He looked at our funding costs overall and that's how I would address it. Anything beyond that would not be appropriate for us to discuss on this call, because it really reveals our strategies in more detail than we wish to. So I would say, look at the total funding costs and overall cost of funds, that's how we manage it.

Okay. And then just to clarify some of the discussion around the NIM, do you happen to have Vince what the months and the September month end loan yield was?

We have it, but that's not something we disclose, Collyn. I've told you where we are as far as the 4.77% for new money throughout the quarter is an indication on so we're putting loans on so.

Okay. And then the accretion. I know Vince you said in the past, I think you had guided to full year accretion of the $25 million to $35 million for 2018. I presume you're still on track there. Is that correct?

Yes.

Okay. And then any incremental changes you see to that accretion number as we go into 2019?

We'll give you all account from January when we provide our guidance for the full year, next year.

Thank you. And then question comes from Russell Gunther with D.A. Davidson.

Good morning, guys. Just a quick clarify on the margin. Vince, I heard 3.29% stable is what we should expect for the fourth quarter, but the incremental impact from Regency is that an incremental six bps in the fourth quarter or an incremental of 3 bps since we had 3 bps of that compression in 3Q?

No, it's an incremental six basis points. So the figures that we gave last in July as far as the dollar impacts, the net interest income of $8 million is a 9 to 10 basis point impact on margins. So once you have it, it fully out which would be in the fourth quarter it's kind of 9 to 10 in total. So we had three basis points, there's another six on top of that. And then the charge-off rate just also is relevance, 4 to 5 basis points impact on the company's total charge-off rate and then again when you look at all the pieces as I said last July, the pretax income impact in fact is about a million and half overall, the kind of gets removed from the income statement and then you have effect of the branch consolidations going the other way.

Okay, great. I appreciate the clarification there. Last question for me is on capital. You guys mentioned you would expect to get some more flexibility here as the dividend payouts below 40. It looks like you'll be at your kind of 7% TCE bogey at the end of the year. With that increased flexibility, should we be thinking about buybacks and could you comment on your M&A appetite here?

Yes. I think that was called out because it's important. I mean I think over time, we've had a relatively high dividend payout ratio. I think when I started as CEO is closer to 80%, that the strategy over time was to grow the balance sheet organically and through acquisition, take cost out, improve the profitability of the company and grow tangible book value per share, and ultimately grow TCE as well. As we've moved through that process and we've completed several very large acquisitions, we had indicated several years ago that our goal was to --in terms of dividend payout ratio look more normal relative to the peers. Over the last 10 years, we've contributed to shareholders nearly a $1 billion in dividends. So that capital repatriation cannot be used for other purposes and went back to the shareholders. Now that we're at a point where we're growing our TCE level to where we expect, we continue to add to our tangible book value per share over time and our profitability has improved. We're at a point now where we have options relative to capital. So buyback, dividend increase whatever we decide to do, investing in the company for growth if growth is an objective in the future, that's what we can use that retained earnings for. It's a unique time for our company and when you think about it, it positions us very well as we move forward. So I wouldn't take anything off the table, I simply wanted to point out that our ability to manage capital has been enhanced, because of our progress and driving profitability and growing our capital levels organically without the need of a capital raise.

Thank you. And the next question comes from Brian Martin with FIG Partners.

Hey, guys. Just a couple of things I guess one covered, but maybe one for Vince, just on the expenses Vince, just kind of going back to that for a second, obviously the numbers were a little bit better than I thought this quarter from the expense standpoint, but the biggest driver of the change as you look at fourth quarter is just kind of the Regency impact and that's a couple, that's maybe three or little bit more than $3 million a comes out on an absolute basis. Is that sound correct based on the annual number they were putting up from expense standpoint?

Yes, if you just look at the Regency piece, Brian but I think it is important, just a couple comments on expenses. So the second quarter run rate when you take out the kind of non-run rate items was $175 million, this quarter is $171 million. So when you look ahead to the fourth quarter, you do have the full savings coming out of Regency, but we also do have some seasonal things that happen in the fourth quarter, you have medical claims, people get through their deductibles. So medical claims always increase in the fourth quarter. We have higher energy costs, it's been a really cold October around here, so that comes true with some higher costs. And then you also have normal true ups right of incentive accruals and commissions and the teams are always very focused on closing out the year strong, so there's always if they are successful, there is a level of increase in those incentive accruals that you end up having to book in the fourth quarter. And that typically does happen. So the reality is it's probably somewhere between $171 million and $175 million even with the Regency because of some of the seasonal things. And it's maybe closer to the higher end of that number versus the lower, but there's still lot to play out. The incentive accruals are big swing item, and it's really a function of how we close out the year. So it's hard to predict that piece with any certainty, but those are kind of the key moving parts that will roll through expenses in the fourth quarter.

But we are rooting for higher incentive compensation accrual. We hope that happens.

I got you. I appreciate the color. And then just the other things. On the fee income side with Yadkin and kind of how you guys have done, I guess, do you feel like the run rate we're adding in, there's no significant step-up from where we're at today, it should continue to go up as you guys continue to get some benefits from that North Carolina expansion, but I guess nothing significant at this point is how we should think about from a big picture standpoint on the fees?

I would say that the noninterest income as you saw was very strong, 6.6% increase if you put the significant items on the side, 10% year-over-year. The increases were nice, I mean it was really across the Board I mean, you look at year-over-year results for wealth management, mortgage banking, capital markets through contribution from the whole footprint and then the Carolinas continue to increase every quarter. For instance, the swap revenue has increased every quarter in the last few quarters and there's still a lot of upside there. So there is kind of more to keep building through there and we just look forward to that. So nothing individual I call out but just kind of continued revenue generation out of our whole footprint.

Yes, okay, fair enough and then just the last two. The payoffs you guys talked about on the CRE side, I mean without putting numbers behind them, I mean have you seen an escalation in those payoffs or would you say when you look at second and third quarter from first, they've been pretty --it's just been elevated in general, but more stable or have you seen a pickup in those payoffs?

I would say Brian that we have seen a slight pickup in those payoffs as the life companies have become more aggressive in that space. I would expect that to continue for a little busier.

Okay, all right. And then just the other one for you, Gary. Just on the credit quality I mean is there anything that's causing you guys any pause at this point or it sounds like everything feels pretty good from the credit perspective, but anything that I guess is concerning you at this point in trends you're seeing?

As we look at the portfolio and it's really across all of the portfolios. We're very pleased with where we're positioned right now. We're not seeing any concerns in any of our books at this point and as I mentioned, we really like where we're positioned here at the end of the quarter.

And I'll give Gary credit. I mean he's gone out of his way to de-risk balance sheet. We've looked at a number of categories where we felt there may be under-performance as we move through a cycle. And Gary and his team have addressed those portfolios. So we're sitting in pretty good shape.

Okay. And then last one was just on the -- I think someone asked about the borrowings, but just in general the level with the short-term borrowings are today I guess would your expectation be that as you continue to execute on the deposit strategy that borrowing number on the absolute terms goes lower or is it --and I know there's a big move this quarter, I guess just in general should the path be lower on that line item as you kind of execute on the funding side, is that the strategy?

That is the strategy to continuously drive those overnight borrowings down preferably with low-cost deposits not CDs. The reality is we have seen fluctuations you see it. So there will be periods of time where we will have to be into those facilities to fund our operations. That's normal cycle, seasonal cycles in our business, but our goal ultimately is to eradicate that. So we want to reduce our dependency on those overnight borrowings and do it in a way that creates upside from a margin perspective for us in the long run. That's the strategy.

Thank you. And as there are no more questions at the present time, I would like to return the floor to management for any closing comments.

Yes, thank you. I really appreciate the questions. I appreciate your support and we were very pleased with the quarter. And we're looking forward to reporting another strong quarter in the fourth quarter. So we'll work hard to deliver. Thank you everybody. Appreciate your time. Take care.

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