Barbara A. Callahan - Senior Vice President & Head-Investor Relations John A. Thain - Chairman & Chief Executive Officer Carol Hayles - Executive Vice President and Chief Financial Officer Robert C. Rowe - Chief Credit Officer & Executive Vice President.

Sameer Shripad Gokhale - Janney Montgomery Scott LLC Eric Wasserstrom - Guggenheim Securities LLC Eric Beardsley - Goldman Sachs & Co. Arren Cyganovich - D. A. Davidson & Co. Moshe Ari Orenbuch - Credit Suisse Securities (USA) LLC (Broker) Christopher M. Kotowski - Oppenheimer & Co., Inc. (Broker) Henry J. Coffey, Jr.

- Sterne Agee CRT David Hochstim - The Buckingham Research Group, Inc. Vincent Albert Caintic - Macquarie Capital (USA), Inc. Yuman Lui - Nomura Securities International, Inc. Christopher Brendler - Stifel, Nicolaus & Co., Inc. David Bruce Hilder - Drexel Hamilton LLC.

Good morning and welcome to CIT's Third Quarter 2015 Earnings Conference Call. My name is Denise, 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 Barbara Callahan, Head of Investor Relations. Please proceed ma'am..

Thank you, Denise. Good morning and welcome to CIT's third quarter 2015 earnings conference call. Our call today will be hosted by John Thain, our Chairman and CEO; and Carol Hayles, our CFO. After John and Carol's prepared remarks, we will have a question-and-answer session. And also joining us for that session is our Chief Credit Officer, Rob Rowe.

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 related 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 on the Investor Relations section of our website at www.cit.com. Now, I'll turn the call over to John Thain..

Thank you. Good morning, everyone and thank you all for being on the call this morning. First, this morning, I'd like to welcome Ellen Alemany, this is her third day on the job as an employee at CIT. And I look forward to working with her as she transitions to becoming the CEO after the first quarter of 2016.

Second, I'd like to thank Scott Parker for over five years as the CFO of CIT. He has been my partner on this call over this period of time. It's been a tremendous road that we've driven on and we've made great, great progress in transitioning CIT.

Scott and I both joined shortly after CIT emerged from bankruptcy and the progress and the ups and downs have been great. And I just want to thanks Scott for all of his efforts and I want to wish him well in his new role. And then third, I want to congratulate Carol.

I hired Carol as a Controller and she is now the CFO, this is her first earnings call, and I look forward to working with her at least over the next couple of quarters and I wish her the best and I'm sure she'll do a great job.

So, in the third quarter, first we closed our OneWest transaction, and here I also want to say that we closed, as you all know, August 3, getting the pro formas done, as we talked about on the last quarter's call, marking the balance sheet to market, getting all of our regulatory filings and then, of course, getting these third quarter results, all in a very compressed timeframe is a great accomplishment of Carol and the finance team.

And I hope you all appreciate all of the financial information we've been providing. The transaction is significantly accretive as we said it would be. It has improved our funding costs by 70 basis points. We now have nearly 65% of our assets in CIT Bank, and the integration which we started way before the deal closed has been making great progress.

The integration teams are working very hard and we will continue integrating OneWest over the course of the next really 6 months to 12 months.

In terms of the strategic announcements that we made in October, both the disposition of our Canadian business ex our rail business and our China business is really a continuation of our strategy of moving towards a U.S. commercial banking model.

Both Canada and China were difficult for us to fund and did not generate sufficient returns on the capital we had invested there. Now the announcement on commercial air is a much different story. Our commercial air franchise is strong.

It's profitable and it generates attractive returns, but as you all I'm sure recognize, the value of the commercial air franchise is not properly recognized in today's share price.

We also take regulatory capital charges not only on the planes that we own, but also on our forward order book and those regulatory capital charges were constraining our ability to grow our commercial air business. So, we are exploring, as we announced, all of the options available to us to separate our commercial air business from our bank.

The remaining CIT, after we do that, will be a simpler story. It will be more U.S. bank-centric and that is the business strategy that we've been embarked on over the last multiple years. We do expect that the proceeds from these strategic transactions will be used to repay debt and/or return to our shareholders.

Now moving to the third quarter for a moment; when you strip out all of the noise, we earned $153 million after tax or $0.80 a share, and that $153 million and $0.80 a share does include the $17 million after tax mark on the TRS, which we disclosed in our press release.

Lending and leasing assets in our Transportation and our North American Banking businesses grew in excess of $1 billion, that's excluding the acquired assets, and in North American Banking we originated new volume in excess of $2 billion and our factored volume rose nearly $1 billion from the prior quarter.

However, the profitability in North American Banking remained below expectations. In our Transportation businesses, our commercial aircraft utilization rose slightly to 98%, but our railcar utilization declined to 97%, which reflects weakness in energy, including coal, and steel. And we see continued weakness in parts of the U.S.

industrial economy, particularly in energy, in commodities and in steel. With the exception of our lending to oil and gas extraction and services, the credit quality of our portfolio was stable.

As we've talked about on prior calls, we do continuously review our exposure to oil and gas on a name-by-name basis and OneWest's oil and gas portfolio was marked-to-market on the acquisition date.

And as we highlighted in our press release, if oil prices remain at current levels, we could see further negative credit migration in our energy portfolio. We continue to be well capitalized and we returned $170 million of capital to our shareholders in the quarter.

We completed the sale of our Mexican platform and we recently received regulatory approval to complete the sale of our Brazilian platform. So we're continuing to make progress in our strategic direction towards a U.S. commercial banking model.

We will continue to shrink our holding company, moving more of our assets and businesses into our bank, lower our funding costs, and bring our expenses down to generate attractive returns to our shareholders. With that, I'll turn it over to Carol..

Thank you, John, and good morning everyone. I'm pleased to have the opportunity to work with John and Ellen in my new role and look forward to meeting all of you. I have been very fortunate to work with Scott over the last five years and wish him all the best.

I'll start with the brief overview of the impact of the acquisition and then discuss several other items affecting the quarter, as well as the business results.

The acquisition of OneWest increased assets by almost $22 billion, which included nearly $6 billion of cash and securities, $8 billion of commercial and consumer loans, and a $6 billion run-off mortgage portfolio that is substantially covered by loss sharing agreements with the FDIC.

In addition, we recorded a $185 million of intangible assets and just under $600 million of goodwill. We also acquired $14 billion of deposits and $3 billion of FHLB debt, which helped lower our borrowing costs by 70 basis points this quarter to 2.5%.

Our asset marks were marginally lower than the OneWest carrying value and we expect the overall impact of purchase accounting on pre-tax income to be slightly positive in the near term.

Details on the acquired balance sheet and the key purchasing accounting items that will have a continuing impact on our results are included in the appendix of the presentation. Moving on to third quarter results; we reported income continuing operations of $697 million, or $3.63 per share and pre-tax income of $137 million.

The results reflect several discrete items, absent which the earnings would have been about $200 million, as you can see on slide three. The results include two months of activity from OneWest, which added approximately $50 million to the pre-tax income.

Going into the fourth quarter, we expect the underlying operating trends to continue at these levels. As I mentioned earlier, there were several other items shown on slide five that impacted our results related to strategic initiatives, including exited countries.

Specifically, as it relates to the acquisition, we incurred transaction fees and restructuring costs and reversed the valuation allowance on the U.S. federal deferred tax asset. We also have a number of charges related to our portfolio exit.

Over the next few quarters, we expect elevated charges to continue as we complete the integration and in conjunction with our strategic initiatives, evaluate options for our bank holding company debt structure. Net finance margin increased sequentially by 30 basis points to 3.7%, driven primarily by lower-funding costs.

We remain asset sensitive, given our level of cash and short-term security. You will note that we have updated our definition of average earning assets, which is more fully described in the presentation.

The credit provision increased to $50 million, due mainly to new volume, replenishment for the accretion on the acquired loan, as well as elevated reserves on certain purchased loans in the initial period post acquisition. Other income decreased to $39 million.

Growth in fee income, factoring commissions and gains on sale of leasing equipment was more than offset by the TRS mark and charges related to Mexico and assets transferred to held-for-sale. Absent costs related to the acquisition, operating expenses were similar to prior periods.

With respect to income taxes, excluding discrete items, the 2015 full-year effective tax rate is running at 27%, as international earnings continue to be a significant portion of our pre-tax income.

In 2016, as a larger share of our earnings will come from the U.S., we expect the effective tax rate to be in the low-to-mid 30% range, while the cash tax rate is expected to remain in the mid-to-high single digits.

Turning to our business segment; Transportation and International Finance generated $185 million of pre-tax income and continued to have a strong pre-tax return on assets with good performance across the franchise.

The results were driven by growth in financing and leasing assets, lower funding costs, reduced operating expenses and elevated gains on asset sales. Air utilization remained stable, as we continue to transition off-lease aircraft and the order book is fully placed through the next 12 months.

Utilization in rail declined to 97%, still above the long-term historical average, which was in the mid-90%s range, and as John said, the industrial economy in the U.S. is slowing and we expect that trend to be reflected in our rail utilization rates in the quarters ahead.

Maritime assets grew to $1.5 billion with continued attractive yields and low loan to value. The team has done a great job building the business and we continue to see good opportunities for growth over the next year.

Moving on to North America Banking, this segment consists of the – of CIT's legacy NACF segment, as well as OneWest's commercial lending and consumer banking businesses, which expand our lending footprint and enable us to leverage their commercial deposit and payment solution capability.

Consumer banking consists of mortgage lending and the Internet bank and the retail branch network. The NAB segment reported pre-tax income of $36 million, which includes the $15 million goodwill impairment related to the assets transferred to held for sale and the elevated credit provision on acquired loans I mentioned earlier.

The results are also negatively impacted by the retail bank, where similar to the other banks, the contribution of our deposit franchise is currently constrained by the low rate environment, but we would expect its profitability to improve when rates rise.

While the segment saw good volume growth, the underlying earnings were in line with the prior quarter as a challenging lending environment, the impact of low interest rates, and cost of strategic initiatives continued.

Net finance margin rose as it benefited from accretion on purchase loans and the lower cost of funds, which more than offset lower yields in the underlying portfolio, part of which was driven by mix. Specifically, consumer banking has lower yields, given it consists mainly of prime jumbo mortgages, but that portfolio also has lower loss rates.

Including the non-accretable discount on acquired loans, our reserve coverage for commercial loans is similar to the coverage in prior periods. And with the acquisition, loans to companies directly exposed to oil, such as exploration and production, now total slightly more than $1 billion as detailed on slide 19.

While we were adequately reserved today, if low oil prices persist, we would expect further downward credit migration, which could result in higher credit costs.

A legacy consumer mortgages is a run-off portfolio that consist of $4.7 billion of single family residential mortgages, and $900 million of reverse mortgages, most of which are covered by loss sharing agreements. The pre-tax income totaled $30 million, equivalent to a 3% return on assets.

The income from this portfolio will accelerate usage of the U.S. federal NOL. The team has made good progress on our portfolio exits with the sale of the Mexico portfolio in August, regulatory approval to close the Brazil sale and a definitive agreement for the UK platform sale.

As a result of the Mexico sale, we recorded a charge in other income for the CTA that was previously recognized through OCI. Updated estimates on the CTA impact of pending exits is provided on slide 18.

Given our recent announcements, we moved a $500 million equipment finance portfolio in China, and $800 million of loans in equipment finance assets in Canada into held for sale.

Turning to capital, as John mentioned, we completed the most recent share repurchase authorization and returned nearly $170 million of capital through both share repurchases and dividends. We continue to maintain a strong capital position with the CET1 ratio of 12.4%.

While the reversal of the VA benefited shareholders' equity, it had minimal impact on regulatory capital as the majority of the DTA balance is disallowed. Instead that benefit will flow into regulatory capital over time as we use the NOL.

In summary, the underlying performance of the business remained steady, although the OneWest transaction has added some complexity to our results.

Ellen and I expect to get back to you in the first quarter with our plans to improve long-term returns, taking into consideration the OCC plan and the impact of the recently announced strategic initiatives. With that, I'll turn the call back over the Denise, and we'll take your questions..

Thank you. We will now begin the question and answer session. Our first question will come from Sameer Gokhale of Janney Montgomery Scott. Please go ahead..

Hi. Thank you and good morning. Firstly, I'd just like to congratulate you, John, on the work that both you and Scott did after joining CIT. I know there was a lot of behind the scenes restructuring work of the balance sheet and businesses. So, you pulled it off over a number of years. So I just wanted to congratulate you on that.

And then I also wanted to congratulate Ellen on her appointment to CEO and Carol in – to your role as CFO. So look forward to working with you going forward. I had a few questions.

I mean I think the first one really is the most obvious one, which is a lot of investors are wondering how these management changes came about, first with the departure of Scott, and then the subsequent announcement, John, that you'd be stepping down and taking the role of Chairman.

And it'd be helpful I think for investors just given the magnitude of the changes and the speed of the changes to get some additional perspective on how you and the board were thinking about these management changes. And then I have a follow up. Thank you..

Sure, Sameer. So first of all, thank you for the nice comments, both about Scott and I and about Ellen. Scott and I – and my kind of announcements were really not coordinated at all. I've been talking to the board for six months or so about my desire to retire. I think that what I was hired to do at the time has been accomplished.

I'm 60 years old and I really was looking for personal reasons to retire, and so that process had been going on for a while. Scott's decision to take a different opportunity really was completely independent of that.

The timing was a little bit awkward, but that really was just because of his desire to take a new role, a new challenge, and then we had to disclose that, so it really was – those were independent decisions..

Okay..

And then, of course, Carol we promoted, which was a great thing, to have the ability to promote Carol into this role..

Okay. That's helpful. And then, I want to just talk about what changed in terms of the thinking around the aircraft leasing sale. I mean I've been thinking that this could be an option for you guys, I know we've talked about it in the past as something you may want to explore, strategic options with the aircraft business.

But it seemed like a sticking point although it used to be the structure of the debt and covenants in place in terms of prepayment penalties.

So, what really changed in terms of the thinking about doing – finally pursuing strategic options and the timing, if you can just talk about those things, that'd be helpful?.

Sure. There's really two important pieces. One is, we needed to get the OneWest transaction closed first. And so it was important that the remaining banking businesses and the commercial banking strategy had sufficient size and earnings and strength that we could in fact separate the air business.

And then the second thing is, as we continued to grow our order book – and so if you go back five years, the size of our order book in relation to the assets that we owned was much smaller, and so what's happened is, and this is a little bit because of the dynamic of the new technology that's coming out both from Boeing and from Airbus.

So our order book now is much bigger versus our aircraft that we own than it was five years ago, and so we're just taking capital charges on that order book, and many of those aircraft we're not going to get delivered for three, four, five years, and so we're taking capital charges.

And that bigger order book and longer timeframe of those capital charges was really constraining our ability to grow the business. And so we wanted to be able to grow the business faster than we really were able to inside the current regulatory structure.

And then finally, as you know very well, we're not getting the correct valuation for that business in our share price, and so separating it out, allow it to be a pure play so you can see its value, and then making CIT itself simpler, I hope will improve the valuation of both pieces..

Okay. That's great, and just a quick one, final one.

To the extent that you're able to sell or monetize the value of the aircraft leasing business, with the gains the generated, would you envision reinvesting that capital back into share buybacks at this point, is that what the current plan is?.

So, as I said in my comments, it's really two things, one is repaying debt, because the debt structure is still complicated, and we do still have to deal with it, and/or returning to shareholders. So, it will be some combination of debt repayment and capital return..

Great. Thank you..

The next question will come from Eric Wasserstrom of Guggenheim Securities. Please go ahead..

Thanks. Perhaps just to follow up on a couple of the questions that Sameer raised; one of the key strategic elements of the margin expansion story inside the commercial bank was the ability to put aircraft leases into it. And I know, John, you spent a lot of time with regulators winning the right to accomplish that.

Without that, obviously it's much harder to understand what the path to margin expansion is absent just a better macro environment.

Can you help clarify what the outlook is there?.

So, I'm going to start with your first premise, which isn't really correct. So, we have been originating almost all of our new railcar leases in the bank. We've also been originating all of our maritime loans in the bank and we've been originating our aircraft loans in the bank, but we have very few aircraft leases in the bank.

And it would always have been difficult for us to put very many of our aircraft leases in the bank, because there is a statutory limitation on high residual assets – in terms of – in the bank. And so, we do have a few airplanes that were leased to U.S. carriers in the bank, which is relatively new.

But given the size of our aircraft fleet, there was never any possibility that we could get a significant number of aircraft leases in the bank, and so that was not a driver of margin expansion.

And frankly, the fact that we can't get the aircraft leases into the bank is one of the other reasons why it makes sense to separate the business, because we're not getting a funding advantage of financing through the bank, which we do get with the railcars and the maritime leases.

And frankly, the maritime loans and also our business aircraft also are in the bank. So, the idea that we were going to get a significant number of aircraft leases in the bank really is not correct..

So it sounds like one of the key differentiating features between the aircraft portfolio and the other kind of Transportation operating leases that you currently underwrite is the funding structure that currently exists for them, is that correct?.

Yes. So, that's exactly right. And so, we do not get much of a benefit of being a bank or bank holding company in the commercial aircraft business, which is one of the other reasons why it makes sense to separate it..

Okay. And so if I can just make it one last one; I mean it seems that with CIT, we're frequently in the eighth or ninth inning of a game that has an indeterminate number of innings with respect to the remixing of the business.

So, could you give us perhaps some sense of how close we are to the end state and to the run rate of the go-forward company?.

Well, it's a fair question or fair comment that we are continually changing around the business mix and reorganizing, but it's not that surprising. You have a business that when it comes out of bankruptcy, there's lots of things that need to be changed and lots of work to be done.

But I think that this most recent set of announcements are at least most of the way towards simplifying what will be the ongoing company. So, with the announcement of China and Canada, we will have really disposed of almost all of our international businesses. So, we will be mostly a U.S. commercial bank centric model.

And we're separating out the air business, I think it will be then both businesses will be simpler and easier to understand. I would never say that we're done, because we always come up with something new, but I think we're most of the way there..

Thanks very much..

The next question will come from Eric Beardsley of Goldman Sachs. Please go ahead..

Hi. Thank you.

I was wondering if you could talk about the potential tax implications of any sale of aircraft leasing business in terms of whether any gain would be available to be used against the NOL and also in terms of how the deferred tax liabilities on the aircraft would be treated?.

So, I'll answer part of it, and then if Carol wants to, she can add into that. So, the first answer is, it's very dependent on the structure. And so we haven't talked about what the structure is yet, because we don't know yet.

So the tax treatment is very dependent on the structure, it's certainly possible to structure something that is not taxable day one, or it's obviously possible to structure something that is taxable. If it was taxable, we could use our NOL, but that would obviously use up something that's a valuable asset.

So, tax – the two big structuring issues are the debt structure, which was talked about already and the tax consequences and both of those we're working on..

Got it..

Yeah. I would only add that whether or not it is a U.S. or an international subsidiary would play into which if any of the NOLs we utilized..

Yeah..

Got it. So in terms of – I guess how is it treated now in terms of the business? Is it held at the HoldCo? So if you were to sell the assets at a level higher than their current carrying value, would that trigger gain that could be in the U.S.

if you were to sell to – whether it is another aircraft lessor or financial buyer?.

Yeah. So mostly aircrafts are held either at the holding company or at subsidiaries of the holding company, so they are not – they're located so that they would – we would be able to use the NOL against gains, that's the simplest way..

Got it.

And do you have any idea how the deferred tax liability gets treated in the sale?.

I think that all boils down to the structure that we end up following and it's too early to talk about that at this time..

Okay. Got it.

Are there any preferences whether you do an outright sale or a spinoff? Any thoughts on the probability at this point?.

No, we're going to explore both..

Okay. Great. Thank you..

The next question will come from Arren Cyganovich of D. A. Davidson. Please go ahead..

Thanks.

I was wondering if you could talk about how long you've been in this process for looking to jettison the aircraft leasing business, and if you hired anybody when you did hire somebody to look at the potential sale?.

So, this is something that's been talked about and contemplated for a while, including by many of you, and so the idea of monetizing or separating the commercial air business is not a new idea. We do have advisors that we have hired, and the gating factor in terms of talking about it really was getting the OneWest deal closed.

So we had to get OneWest deal closed first, and so that deal closed on August 3, and we announced the strategic transactions October 21, so that's pretty fast..

I guess, I'm more interested in how long you've been in active discussions about selling the business and how far you are in the process thus far?.

Well, so first of all, remember we're using the word separating the business, so whether we sell it or whether we spin it off, we're going to explore both of those opportunities, and it – I think what you're really asking is what's the timeframe for resolving this and I would say this is at least a 12-month timeframe to get done..

12 months to get done, but in terms of announcing likely sooner than that though, correct?.

We already announced we're doing it and so now it's really a function of what structure we actually settle on..

Okay. And just moving on, lastly the sale of the commercial leasing business will shrink you from already getting past the SIFI threshold, but you'll still be above a $50 billion entity.

Can you talk about your ability to handle the higher regulatory cost of being a large financial institution?.

Yes. So we have been actually for some time even before the OneWest transaction moving towards becoming a SIFI, because we were just under $50 billion and we knew over time, we would go over $50 billion. So we're doing all of the work we need to comply with the SIFI rules.

I will that we're reasonably optimistic, and it actually turns out that they're actually having hearings today on this.

The house financial services committee has hearings on a bill that would eliminate the $50 billion level, which of course doesn't – the $50 billion never made any sense and go to a much more rational test, which looks at complexity, interconnectedness, size et cetera, to try to get to financial institutions that are really systemically important, which we are not.

And so, we're reasonably optimistic that there is bipartisan support for that proposal, and so hopefully they'll get rid of the $50 billion in any case..

I hope you're right. Thank you..

The next question will come from Moshe Orenbuch of Credit Suisse. Please go ahead..

Great. Thanks. Most of my questions on kind of the restructuring have been asked and answered.

But could you talk a little bit about the $1 billion of loan growth that you called out, like what categories, what types of loans were they and how did their yields and credit characteristics look?.

The loan growth is mostly in the North America Banking business, and we're seeing fairly consistent pricing with recent trends. And I think the business held up pretty well in the third quarter, given everything else that was going on in market environment at that time..

And the only other thing is, prepayments were actually slower. And so, the originations were – the actual net growth was better because prepayments were slower in the third quarter..

Right.

And that when you say North America Banking, is that residential mortgage, is that commercial, what was it?.

No. Sorry, that's the commercial business..

Yeah. It's what we used to call our corporate finance business..

Got it. Thank you..

The next question will come from Chris Kotowski of Oppenheimer. Please go ahead..

Yeah. I wonder if you could help us think about, for 2016, the impact of all the various – or the financial drag or contribution of all the various exit portfolios, so on page 18 of the release, you've got the $800 million from Canada and the $500 million from China.

And on pages that that's in the presentation on pages 11 and 12 of the press release, we see the legacy consumer mortgages, which contributed $30 million in the quarter and then we see the non-strategic portfolios, which had a $21 million drag.

So, help us think about like what is the net impact of all that on the bottom line if you just are in a steady kind of state runoff mode in all these things, say, from 1Q to 4Q next year and I realize it's impossible to be precise, but just help us size that..

Yes. I think there will be some noise from the exits. We provided the CTA information in the presentation, which of course will go to earnings, although not impact capital. I think most of these businesses were slight drag on earnings, so it'll be a small benefit by the end of next year from the exit.

I think the key thing is that they really weren't helping the returns at all, because they weren't profitable, so it will have a bit of an impact on returns and should be executed, we think, by the end of next year..

Yeah, I think if you look at our page three of our presentation, it probably gives you a better idea of the ongoing earnings. And by the way, the legacy consumer mortgages are going to stay there. So, that's not going to change, and that's only two months of earnings. So, you will actually pick up an extra month.

So, you will have three months of earnings there. And then that gives you a pretty good picture of what the kind of ex-noise earnings should look like..

Okay. Thank you..

The next question will come from Henry Coffey of Sterne Agee CRT. Please go ahead..

Good morning everyone, and it's always interesting, John..

Thank you, Henry..

Are you going to end up in a position when you successfully, quote, sell all these assets of having – let's call it a ridiculous amount of capital but the usual hesitance on the likelihood of your regulators, so that you can't deploy all this money? Can you give us a sense of exactly how much capital you think would be freed up from these proposed transactions? And with paying down the corporate debt, there're some fairly large make-whole premiums to absorb.

So I was wondering how close you are to giving us some numbers to focus on..

Yeah. Henry, unfortunately, we're not that close, to really answer your question properly, because your questions are correct.

Basically, it's a question of – once we get all these things done, how much debt are we going to pay down, what are the make-wholes on those or how do we do that, and then how much capital can we return? The only thing I would say about this is that we have been pretty successful at using non-strategic disposals as a way to return capital.

So, the regulators have been pretty supportive of when we sell things, particularly non-strategic things, allowing us to use the proceeds to return to our shareholders. So there's no promise that that will continue, but that has been the past. And so, I guess I'm reasonably optimistic that we will continue to able to do that..

And I guess, the question kind of behind a lot of the questions that have come up on the call – one view on what's going on at the company is that it all happened very quickly.

And another view is that it seems like this is a much more methodical process, and I was wondering if you could kind of shed some light on all this, because it came at us all very quickly, but you're suggesting that this has really been part of a six to nine-month plan?.

Yes, it has been. It has definitely been a methodical process. I would say, the one thing that took longer than we would have hoped was getting OneWest closed – I did not think it would take us a year to get that deal done.

But it is absolutely sequenced to getting the OneWest deal done first, getting it closed, and then focusing on the commercial air business. The other international disposals, we have been doing that over the last couple of years.

And so, China and Canada really are the last two remaining ones, but that's a process that's been going on over the last couple of years. But it is definitely a methodical, thought-out process..

Great. Thank you very much and congratulations on all your work..

Thank you..

The next question will come from Dave Hochstim of Buckingham Research. Please go ahead..

Thanks.

I wonder, could you just tell us, at the end of September, how much capital was allocated to the commercial aircraft business, the fleet and the order book? And then how much capital was allocated to the Canadian and Chinese business?.

Rather than guess that number, just call Barbara, and we can give it to you exactly..

Okay.

(41:15) And then I think during the call, you mentioned moving some assets from the bank to – from the holding company to the bank, did you say that?.

Yeah. So – well, we have been specifically originating as much of our business into the bank as we can. We would like to continue that process, and so right now, our rail – the rail platform is not in the bank, I think we would like to move that into the bank.

And we've talked about this before, at some point, we would like to move our factoring business into the bank..

We have over time, although not at significant numbers, we have been selling assets to the bank as part of that process..

Okay..

So, the goal is to basically shrink our holding company and have as much as possible our business in the bank..

No, it's a great strategy.

I guess, historically, it was difficult to move assets from the holding company to the bank, I think?.

Yeah. There are regulatory constraints on that. So, it is something with respect to capital and high residual leases, but we have been able to do transactions within the regulations..

Excellent. Okay. Thanks. Good luck..

Thank you..

Our next question will come from Vincent Caintic of Macquarie Research. Please go ahead..

Great. Thanks very much, guys.

Now that you've announced the aerospace strategic alternatives, just wanted to get any read on the interest level and maybe the pricing that you're seeing? And also what you're generally thinking about when you're evaluating strategic alternatives?.

No, it's too early for that. So, we're just at the early stage of working on what the structure will be. So, I can't give you any idea. Other than, we will be sure to include alternatives that are totally in our control.

So, for instance a spin is totally in our control, and so we will be able to execute a transaction regardless of what level of interest there is..

Got it, and then as you are thinking about, so understanding the rationale for selling the aerospace business, there have been other transactions out there also for about book.

I was just wondering how you think about your business when you see, say, the landscape of, say, railcar vendor finance transactions out there?.

Sorry, I didn't understand the last part of your question. So, what – the aircraft business, yes, it obviously, sells at a premium – it sells or trades at a premium to book.

You can look at the publicly traded companies or the deals that are done; I didn't understand how you are mixing the rail business in there?.

Just in terms of – so there've been railcar businesses that have been sold and vendor finance businesses.

In the thinking of selling the aerospace business, is there any thought to perhaps other transactions out there for realizing value?.

Well, this goes into Henry Coffey's comment about we're always doing things that are interesting. Let us work on getting this one done first and then – and I think that this one makes the most strategic sense and – look, our ongoing businesses are actually doing well. So, they're all – all of our businesses are growing.

Our rail franchise has very attractive returns right now..

And many of the assets of the rail business are in the bank and funded by the banks that is predominantly in the U.S..

Right. Right. Makes sense. Just one more from me, because I'm getting a lot of investor questions on this. The prospectus that came out this morning, anything to read into that? Thank you..

Yeah, so that was a contractual requirement as part of the merger agreement. So, we needed to provide a prospectus for the large shareholders to be able to sell under. They are technically allowed to sell half of their holdings.

That doesn't say anything about whether or not they will sell, but it just gives them the legal ability to sell half their holdings. And that was part of the merger agreement..

Great. Thanks so much..

Our next question will come from Bill Carcache of Nomura. Please go ahead..

Hi. Good morning. This is actually Yuman Lui filling in for Bill. So historically, your core middle market commercial lending franchise has completed directly with GE Capital and Wells Fargo.

What does Wells Fargo's recent $31 billion acquisition of GE Capital's specialty finance business do to the competitive intensity that CIT is facing?.

So, hopefully it removes one of the biggest competitors. So, you're absolutely right, our main competitors were Wells and GE, and now it's just Wells. And so actually, we think it's an advantage that Wells bought those businesses rather than someone else.

Wells is a very good and very strong competitor, but basically we just took out one of our two main competitors in terms of the marketplace..

Our next question will come from Chris Brendler of Stifel. Please go ahead..

Hi. Thanks. Good morning. I just have a follow-up question on the rail business. It sounds like – I guess when I saw the release a couple of weeks ago, I thought that rail would be next. But it sounds like from the conversation today that you're pretty happy with the rail business as part of the new CIT going forward.

And a lot of those assets can be financed in the bank.

Is that what I'm hearing, and can you give us an idea of how long it would take to get the full rail business into the bank?.

So, the first part of your question is correct. Yes, we are financing almost all the railcars in the bank; that is an advantage for us; it's very attractive funding for us. The ability to get the rest of them in the bank is a little bit just dependent upon at what point we can make capital contributions or asset contributions to the bank.

As I talked about before, there is a constraint on the amount of high-residual assets that can be in the bank. But today, again, almost all the new railcars are being financed in the bank and that's definitely a competitive advantage..

Okay, great. And then on the oil and gas exposure, I wasn't clear from the release and the slide deck just sort of how you feel about the trends there.

Obviously, we've got oil weighing on that sector, but can you talk specifically about sort of NPA trends in that portfolio and what the severity potentially looks like?.

That's exactly why we have Rob Rowe here..

Okay, great..

Chris, the reason why we brought this out in the earnings release and John discussed it upfront is that, the credit migration is – the negative credit migration is greater than what you would see in a typical portfolio.

And at the current level of oil prices and when you think about the third quarter, oil prices declined another 20% and the rig count declined as well, and there is a little bit of a lag effect. We expect that negative credit migration to continue on into the fourth quarter, so that's why we brought it out.

Overall, it's a 3% of the overall loan book, so it's not a huge portion, but there is definitely pressure in that portfolio..

Okay, and a sense of severity?.

Well, we take that into account in our reserving loan by loan. We took that into the account when we marked the OneWest energy portfolio. We take that into account when we consider qualitative reserves on particular books, so where we stand today takes into account $45 oil price.

What is hard to actually know for sure is because there's a lag effect and you'll see that in our borrowers, we would expect at $45 the performance of our borrowers will actually decline for the next couple of quarters..

Great. Thanks. I have one more question if I could. It seems like just from a high level that the competitive environment got a little better this quarter, you had a very strong quarter in North American Commercial Finance originations, new business volume was up significantly. You mentioned prepayments being down.

Are we finally seeing some increased rationality in the market here?.

So, I think that there is two things kind of going on. I think that there the competitive environment is probably a little bit better and yields were pretty stable and I think it helps that GE was in the process of selling their businesses, and so that was disruptive, I think to them.

I think that the counter to that though is the industrial economy in the U.S. to us at least seems to be getting weaker, which is a negative.

And so, I think it's hard to know for sure, how those two things are going to work out, we'll have to see, but the – we're I think more negative about the industrial economy at the moment that I would have been six months ago..

Okay. Thanks, John..

Yeah..

The next question will come from David Hilder of Drexel Hamilton. Please go ahead..

Thanks very much. Two questions. I guess the first is to try to get back to David's question about capital in a different way.

It looks like you have about $10.5 billion in aircraft loans and leases, and about $10.5 billion in commitments to purchase aircraft or at least at the end of June, are those – do those translate into risk weighted assets on one-for-one basis or is there some adjustment factor that would cause either of those to be greater or lesser?.

Both the on-book and the off-book attract 100% risk weighted assets. It's the same regardless..

Great. Thanks.

And then just to confirm, is it your expectation today that you'll go through the CCAR process next year with everyone else?.

So, it's your last little fray. So, we do expect we will file – we will go through the CCAR process, but because we're – it's a first time for us, it won't be quite the same as for everybody else, certainly not the same as for the biggest banks..

And is there a significant difference in what the process or what the fed could do to your ability to pay dividends and buyback stock?.

The real answer is we have to get permission to do that anyway, and so it doesn't really change that. It's just that it's not quite the same public process as the biggest institutions go through..

Great. Thanks very much..

And the next question will be a follow-up from Chris Kotowski of Oppenheimer. Please go ahead..

Yes, in thinking through the range of strategic options that might be on the table for what you call separating the two businesses, and it sounds like it would be complicated to spin the aircraft leasing business out because all the debt's at the parent and so on.

Is it a theoretical possibility to just put as many assets into the bank as possible and then spin out the bank or sell the bank? And then the company that you'd be left with at the holding company is effectively an air leasing company?.

All right. So, we're not going to get into all the complicated structure on this call, we are exploring lots of different structures.

I think the simple way to think about it is, it is a complicated problem, because we have to deal with the debt at our parent company and that's true no matter what we do, and then we have to deal with the tax consequences, again, that's no matter what we do, but I would not rule out because of complexity a spin..

Okay. All right. Thank you..

And at this time, we have no additional questions in the queue. We will conclude the question-and-answer session. I would like to hand the conference back over to Barbara Callahan for closing remarks..

Great. Thank you, Denise and thank you everyone for joining 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..

Ladies and gentlemen, the conference has now concluded. We thank you for attending today's presentation. You may now disconnect your lines..