James R. Abbott - Senior Vice President, Investor Relations and External Communications Harris H. Simmons - Chairman & Chief Executive Officer Paul E. Burdiss - Chief Financial Officer Scott J. McLean - President & Chief Operating Officer Michael P.

Morris - Chief Credit Officer & Executive Vice President Jennifer Demba - Analyst, SunTrust Robinson Humphrey, Inc..

Steven Alexopoulos - JPMorgan Securities LLC Brian Klock - Keefe, Bruyette & Woods, Inc. Ken Zerbe - Morgan Stanley & Co. LLC Geoffrey Elliott - Autonomous Research LLP Joseph Morford - RBC Capital Markets LLC Thomas LeTrent - FBR Capital Markets & Co. Dave Rochester - Deutsche Bank Securities, Inc.

John Pancari - Evercore ISI Institutional Equities Kenneth Michael Usdin - Jefferies LLC Brett D. Rabatin - Piper Jaffray & Co (Broker) Gary Peter Tenner - D. A. Davidson & Co. Terry J. McEvoy - Stephens, Inc. John Moran - Macquarie Capital (USA), Inc. Oliver J. Brassard - BMO Capital Markets (United States) Erika P.

Najarian - Bank of America Merrill Lynch David Eads - UBS Securities LLC.

Welcome to the Zions Bancorporation Second Quarter Earnings Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. As a reminder, this call is being recorded. I will now turn the call over to James Abbott, Director of Investor Relations.

You may begin..

Thank you very much, Abigail, and good evening. We welcome you to this conference call to discuss our second quarter 2015 earnings. Our primary participants today will be Harris Simmons, Chairman and Chief Executive Officer; Scott McLean, President and Chief Operating Officer; and Paul Burdiss, Chief Financial Officer.

I would like to remind you that during this call, we will be making forward-looking statements, although actual results may differ materially. We encourage you to review the disclaimer in the press release, and in the slide deck dealing with forward-looking information, which applies equally to statements made in this call.

A copy of the full earnings release, as well as a supplemental slide deck is available at zionsbancorporation.com. We will be referring to the slides during this call. We intend to limit the length of this call to one hour, which will include time for you to ask questions.

During the Q&A section, we ask you to limit your questions to one primary and one related follow-up question to enable other participants to ask questions. With that, I will turn the time over to Harris Simmons.

Harris?.

Thank you, James, and welcome to all of you who are participating on the call today. As mentioned, we published a slide deck for today's call, which we hope will be helpful especially when reviewing the performance of certain income statement items.

Before we begin with the slides, I'd comment that the results of the second quarter of 2015 were generally in line overall with those of the analyst community, somewhat better fee income, offsetting somewhat softer net interest income and lower credit costs offsetting somewhat higher non-interest expenses.

If you turn to slide three, which simply remind you, we made a couple of significant announcements during the second quarter, the most prominent of which regards our efficiency and organizational structure initiative, which I'm confident most of you are familiar with.

Most notably, we're reducing the number of bank charters from seven to one, and substantially simplifying the back office operations in the company. These changes should result in a better experience for both customers and employees, and they're really focused on making many processes simpler and easier and faster.

Once implemented, these changes should ultimately produce both better revenue and expense trajectories, stronger revenue and holding the line on expenses for 2016 of less than $1.6 billion annually with only a slight increase in non-interest expense in 2017.

We provided and are affirming an efficiency ratio target of less than or equal to 70% in the second half of 2015, less than or equal to 66% in 2016, and in the low 60%s in 2017.

I've been very encouraged with the employee response to such substantial changes; survey of a large sample of our employees indicates very strong support for the organizational actions we're taking. Turning to slide four.

Our other major announcement this quarter was with respect to the sale of the CDO portfolio, remaining securities in that portfolio. In the most recent Comprehensive Capital Analysis and Review or CCAR exercise, our securities portfolio produced a loss of approximately $400 million in the Federal Reserve's severely adverse stress model.

While Zions owned other securities besides the CDOs, we had no reason to believe that any of those securities would have triggered any loss, as they consist of a municipal bond portfolio that has produced virtually no losses historically and securities that are generally backed by government guarantees, such as our Small Business Administration securities, government agency mortgage-backed securities and cash deposit at the Federal Reserve.

Thus we concluded that the treatment of the CDO portfolio and the Federal Reserve's stress testing models under hypothetical severely adverse economic environments was highly unsatisfactory, and was a major catalyst in our decision to sell the balance of the portfolio.

As an isolated item, this reduced our risk-weighted assets by $1 billion or about 2% of the total risk-weighted assets. In contrast, revenue from such securities was less than $10 million annually, making the return on the Federal Reserve's post-stress equity equal to about 1%, which made the decision to sell fairly easy.

I would note that by exercising some patience on these securities over the years, we were able to achieve a price that was several hundred million dollars in excess of the price we would have experienced in 2009. Turning to slide five, on credit quality, we're pleased to report that credit quality is holding up very well.

There's really only one segment of our portfolio that is experiencing any degree of stress, which I'll discuss in a moment, but the overall rate of increase on classified loans was very slight, at 1.9%, non-performing assets declined more than 3% from the prior quarter.

Our reserve ratio is quite strong, although not shown relative to the peers here on this slide, Zions is one of the strongest in the industry by a number of ways of measuring it. You can see this reflected by the coverage of non-performing asset and net charge-offs at 1.9 times and 15 times, respectively.

Our reserve on our energy portfolio did not change relative to the prior quarter. We previously indicated that we've built a very strong reserve in the fourth quarter of 2014 and first quarter of 2015.

And although we transferred some of the qualitative reserve to the quantitative portion of the reserve, if you will, in the second quarter as classified energy loans increased moderately, we did not need to increase the energy reserve, which is about 3% of total energy loans. Overall, we expect loan losses will remain well contained.

Even considering the moderate stress in the energy portfolio, we're not expecting a significant deviation from the recent run rate of net charge-offs. Turning to slide six, I would highlight two items.

First, the oil and gas loan portfolio balances declined to $3.1 billion from $3.4 billion at March 31, with a proportion of the portfolio remaining relatively stable. Much of this is attributable to the statistics displayed on the right-hand side of the chart. Capital markets and private equity support of these companies has been very strong.

We even hear of a number of potential investors receiving substantially less than their desired allocation on some of these recapitalization deals.

This activity is obviously very helpful in right-sizing the capital of the energy companies and mitigating credit risk for Zions, but is resulting in a considerable headwind to our overall loan growth, which was the weak spot for us this quarter.

As an outlook for energy lending trends, we expect continued loan balance reductions of between $100 million and $200 million in the second half of the year, a much slower rate of attrition than we've experienced in the most recent quarter, but still a significant headwind.

As we conducted the spring borrowing base redetermination process on energy exploration and production credits, we used a price deck that is reflective of current market prices, which can be seen in the appendix slides of the recent Barclays Conference materials.

We expect some further downgrades in the energy portfolio as we see second quarter results from oilfield services companies. But as we speak to those companies, they are generally feeling that their second quarter results may be fairly reflective of the foreseeable run rate, given the current pricing of oil at between $45 and $55 per barrel.

Therefore, the downgrades we are anticipating should be the bulk of what is to come, and we have generally reserved for those downgrades.

And so in summary, the deterioration of energy credits is playing out consistently with, and in some cases somewhat better, than our outlook in December of 2014, when we first alerted you to the potential implications of the adverse movement of energy prices. With that, I'll turn the call over to Paul to review our financials.

Paul?.

Thank you, Harris. Turning to slide seven. For the second quarter of 2015, Zions reported a $1.1 million, or $.01 per share loss. Adjusting for the one-time loss related to the sale of collateralized debt obligation securities, earnings per share were $0.41 in the second quarter.

Relative to the prior quarter, we experienced an improvement in net interest income, reflecting an additional day in the quarter and in fee income, which I will review shortly in more detail. We also experienced an increase in non-interest expense, although there were a number of items within that result that warrant a more detailed review.

The provision for loan and lease losses was slightly positive, a byproduct of the extensive analysis of the appropriate reserve at each of our affiliate banks. If I could, let me direct your attention to the capital ratios at the bottom of this page.

You'll notice that the Basel III common equity Tier 1 ratio was estimated at 11.91% and that the prior quarter's ratio is lower than originally reported.

This is due to the fact that we have made an adjustment to the risk-weighting of some of our construction and land development loans, migrating them to the Basel III category of high-volatility commercial real estate, or HVCRE.

As described in the press release, a clarifying Frequently Asked Question document was released by the regulators during the quarter and, after our review of that document, we concluded that it would be appropriate to classify a portion of our construction and land development loans into the HVCRE category, which receives a risk-weighting of 150%, up from the standard 100% for a non-HVCRE commercial loan.

The key issue in this reclassification relates to the loan contract and whether or not it contains a clause that prevents the borrower from withdrawing cash from the deal. For example, as construction progresses, a certificate of occupancy is issued to the building, and the building begins to experience net positive cash flow.

However, the building's cash flow is not yet fully sufficient to qualify for permanent financing. Typically, a developer may begin to utilize some of that positive cash flow for other purposes, while the loan-to-value ratio of a loan may remain low and therefore would be substantially stronger than underwriting guidelines.

Because the lending contract does not specifically prevent the extraction of some of the cash flow from the deal, our interpretation of the FAQ document has led us to reclassify such loans as HVCRE under the Basel III rules.

Turning to slide eight, net interest income rose by about $6 million versus the prior quarter to $424 million, reflecting an additional calendar day in the quarter. This led to a net interest margin of 3.18% in the second quarter, which was down 4 basis points from the prior quarter.

Much of this decline was attributable to a shift in the mix of the balance sheet toward cash and investment securities. This shift was driven by the strong inflow of deposits, with average deposits rising by more than $640 million in the quarter.

Without commensurate loan growth due in part to accelerated prepayments, the growth in deposits was largely channeled into lower-yielding deposits at the Federal Reserve and other interest-bearing cash instruments, which increased by more than $400 million from the prior quarter.

The chart on slide nine depicts the reported yield on the loan portfolio.

The coupon of the portfolio, which excludes amortizing origination fees and the coupon on new production, notably the green segment shows an increase in the coupon on new production, although much of this is due to a mix shift in production, including an increase in small business loans and a decrease in large corporate deals.

Holding deal size and loan grade constant, pricing has generally been stable for the last couple of quarters, which is an encouraging trend.

We also note that an increase in short-term interest rates would likely move the yield on Zions' loan production to a level which is higher than the overall portfolio, assuming pricing discipline could be maintained. Regarding loan volume, total loan production increased about 5% from the prior quarter.

Period-end loan balances, excluding energy-related credits, increased $128 million from the prior quarter. However, due to strong prepayments and energy credits, as mentioned earlier by Harris, as well as elevated levels of prepayments on both residential and commercial mortgages, overall loans declined $156 million from the prior quarter end.

Turning to slide 10, reported non-interest income was less than $1 million. However, this slide depicts three adjustments that we believe are informative for assessing the underlying strength of non-interest income. The first bar adds back the sum of all equity and debt securities gains and losses or about $134 million.

The second bar adjusts for the fair value and non-hedge derivative income line item, which is traditionally a volatile number. The third bar adjusts for the gain on the sale of a branch. The net effect of these adjustments is a non-interest income figure of about $130 million.

This is a fairly strong increase relative to the prior quarter and was attributable to strength in several areas, including larger commercial deposit account analysis fees, strong growth in bank card, interest rate swaps purchased by our customers and increased loan servicing income.

These positive trends were offset somewhat by declines in insufficient funds fees, which is consistent with recent industry experience.

Slide 11 is intentionally titled Informing the Outlook, and is not intended to reconcile to a core or operating number for non-interest expense, as some of the expenses outlined here are clearly integral to running the company. Instead, the information on slide 11 is intended to provide transparency on the underlying trend of non-interest expenses.

I'll highlight a couple of the bars on this page and then address questions later as needed. First, seasonal share-based compensation adjustment is the amount of stock that is granted to employees that are immediately eligible for retirement.

And as such, these expenses are recognized immediately rather than amortized over a period of years that is typical of stock grants. For Zions, this occurs each year in the second quarter, and we have referenced the seasonal impact in past earnings calls. It is an operating cost, but does not generally occur in the other quarters.

The next bar to the right represents a cost of certain incentive plans that are affected by stock price. Employees are granted units that generally pay after three years if certain long-term goals are accomplished.

While these units ultimately pay out in cash, the total payment is tied to share price performance, which is intended to align the interest of these employees to both long-term goals and to the price of Zions' stock.

While the second quarter – with the second quarter's strong share price performance, an additional accrual was warranted for these plans. The last part I will highlight is the $9 million in insurance recoveries, which were largely related to the legal settlement reached in the fourth quarter of 2014.

The result of all of these pluses and minuses is approximately a $400 million non-interest expense figure. While we are still in the early stages of our cost reduction efforts, we expect that costs for the second half of this year will be below $800 million, bringing the overall non-interest expense for 2015 to below $1.6 billion.

On slide 12, we outline the efficiency ratio to which we are managing. We believe our definition is consistent with the industry standard, and modified slightly to exclude the effect of the provision for unfunded lending commitments, severance and restructuring items.

While our efficiency ratio has been trending favorably over the past several quarters, we will continue to drive performance improvements in order to realize our efficiency ratio objectives, which are below 70% in the second half of 2015, and below 66% in 2016, with continued improvement thereafter.

Page 13 depicts our outlook for the next 12 months relative to the most recent quarter. We are maintaining our slightly to moderately increasing outlook for loans. This outlook incorporates changing portfolio composition, as the energy industry raises capital and reduces leverage.

In the next six months, we're expecting loan growth to be on the lower end of that range, accelerating slowly as the size of the energy portfolio stabilizes.

We're raising our outlook for net interest income to moderately increasing from slightly increasing, driven primarily by the continued addition of duration in the investment portfolio and from lower interest expense related to the expected reduction of high-cost debt in the second half of this year.

Our outlook does not include the effect of any rate increases by the Federal Reserve, although we expect a benefit to annual net interest income of about $150 million for each 100 basis point increase in short-term rates.

Of course, we recognize that by extending the duration of the investment portfolio, we are tempering that rate sensitivity somewhat, but we're comfortable that by building our exposure to duration over time, and limiting extension risk in the portfolio where possible, we will be able to add to net interest income if rates rise, while protecting earnings in an adverse economic environment.

We expect that non-interest income will increase moderately, as we continue to focus heavily on this key source of revenue. And as stated previously, we're committed to holding non-interest expense to less than $1.6 billion for both 2015 and 2016, excluding severance and restructuring expenses.

Finally, we have modified our outlook on the provision for loan losses to flat to slightly positive from positive. We've attempted to describe during this call the situation with the energy loan portfolio in the expected credit deterioration there; however, we believe that we've captured the bulk of that migration in the qualitative reserve already.

Other segments in the portfolio continue to perform very well and loss rates remain very low. This concludes our prepared remarks.

Abigail, would you please open up the line for questions?.

Certainly. Our first question comes from the line of Steven Alexopoulos with JPMorgan. Your line is open..

Hello, everybody..

Hi..

Paul, I just wanted to ask you on the expenses. I think I just got what you said.

The $800 million in the second half, are you only excluding severance and restructuring, because on page 15 you gave a whole list of items you're excluding, I guess, to come up with the efficiency ratio? But in terms of the $1.6 billion for the year, are those the only two items you are adjusting for?.

Yes, that's correct, Steven..

Okay. And then a no shocker, I have a question on the energy exposure. You guys provide the classified energy loans of $325 million in the quarter. Could you provide what the balance of criticized loans were, and how that changed? And just an update of how much of the $3.1 billion in energy are Shared National Credits? Thanks..

So, we mentioned – this is Scott McLean. We mentioned the criticized level on energy in the first quarter call, we don't normally disclose that, but because we did in that call, it's about 20% today.

And for criticized, classified is 11% and the percentage of Shared National Credits on the reserve base portfolio is about 80%; on the oilfield services portfolio, it's less than 60%, it's about 55% or less, little bit less..

Okay. Thanks for the color..

Thank you. Our next question comes from the line of Brian Klock with KBW. Your line is open..

Good evening, gentlemen..

Hi, Brian..

So a question for you, Paul. I guess, thinking about the Fed change with CCAR moving to CET1 versus the Tier 1 common, and thinking about last year's severe adverse scenario, Zions did much better versus – on the Tier 1 common, and obviously there's a lower threshold than CET1 I guess.

Should we be thinking about that I guess, more positively for Zions, I guess, moving to next year's CCAR with CET1 being a focus?.

Yeah. So that – you're referring, of course, to the notice of proposed rulemaking that came out last Friday. And in fact, when you look at our CCAR results under the severely adverse case, we were at, if you may recall, about 5.1% of Tier 1 common equity under the Basel I definition versus a limit of 5%.

If that, in fact, goes away for next year, as you correctly pointed out, we'll be focused on the Basel III definitions, which is a common equity Tier 1 measure. And on that basis, in last year's submission, we reported a number of about 6%, versus a limit of 4.5%..

Actually – I mean, the Fed reported that (23:13)..

Great.

So in thinking about it, and I guess, as a follow-up, if we think about that, and what you guys have done to sort of reposition the risk and getting rid of the CDO portfolio, I guess all things equal, you'd have a CET1 ratio that'd be in the 6% range, versus a 4.5% limit in that CCAR process?.

Look, I'll be honest with you – it's sometimes difficult to predict the outcome of the test, but I will say that we expect our buffer, if you want to call it that, this next coming year, under a Basel III basis, would be better than what we experienced under the Basel I basis last year..

Right. Thanks for your time, guys..

(24:02)..

Thank you. Our next question comes from the line of Ken Zerbe with Morgan Stanley. Your line is open..

Okay, thanks. Question on the high volatility CRE loans.

Obviously, it hits the risk-weighted assets this quarter, is there anything that you guys can do on a going-forward basis, like can you rewrite the contracts when they come due? How quickly are changes actually possible on this, or do you plan to make any changes to help bring down the risk-weighting on those? Thanks..

We'll have Michael Morris, who is our Chief Credit Officer, discuss that.

Michael?.

So, Ken, there are things that we can do contractually with the borrower to preclude internally-generated capital i.e., cash flow, from coming out of a construction project. There are market considerations not to do that, but we can do that to stem the higher risk weight, that's an option. We can also price for those loans differently.

So, there are several options that we have that we're looking at, and that will be dictated somewhat by the market and somewhat by credit risk..

Sorry, just to clarify, so is that something you actually plan to do, or should we just kind of assume that the risk-weighting stays elevated?.

Well, the risk-weighting will go down naturally as construction loans pay off and convert to term. And then, going forward, we will be putting provisions into the loan language, again, that potentially preclude internally-generated cash flow, i.e., debt service, from coming out, but there will be market considerations around that as well..

I think that's just a way of saying, it's going to be a case-by-case assessment we have to make around the value of the relationship, the pricing on the deal, when the – what the market is like competitively..

Yeah, I would remind you this is a fairly new sort of FAQ and interpretation. So, yeah, we are working through the impact on the portfolio, particularly from the perspective of what the market is willing to bear..

Understood. Okay. And then, just one follow-up question. On the fee side, I think you have the slide showing the sort of core fees was around $130 million, but it did include a lot of sort of good things. Just, a lot of line items are a little bit higher.

Is $130 million kind of a good starting point for next quarter, or is there a little more of a reversion lower, is a starting point? Thanks..

Yeah. The purpose of the slide was to try to provide a basis for kind of ongoing expectations. And so the adjustments we've made, we believe, make that number a decent starting point..

Okay. Thank you very much..

Thank you. Our next question comes from the line of Geoffrey Elliott with Autonomous Research. Your line is open..

Hello. It's Geoff Elliot from Autonomous..

Hi, Geoff..

Hello, Geoff..

Hi. Quick question, again, on regulation.

If there's a decision to raise the $50 billion threshold for inclusion within CCAR to something higher than your current asset size, can you give a sense of what you'd expect the impacts of that to be, both in terms of expenses and then in terms of increased flexibility around capital, and how you might think about managing your capital structure differently?.

Sure. I think, obviously, the devil's in the details always with these things, and so it's hard to know exactly what the implications would be until you know what other expectations might be embedded in the language of any statute that replaces the current language.

But, because I would assume that we will continue, in any event – we would expect that we would continue to conduct Dodd-Frank Act Stress Tests. The cost of that exercise, I expect, would moderate somewhat.

The level of detail and the sophistication of the models, in terms of continuing to improve them and just the maintenance of the apparatus that we use to conduct those tests, would probably moderate in cost. So – but it's hard to know exactly how much.

We – I've noted that we spend about $20 million last year in direct cost on the CCAR stress testing exercise. I don't expect all of that would go away, but I expect that the number would probably moderate significantly.

I think the most important outcome, in many respects, would be just greater clarity around how we manage capital; we'd be managing to our own internal models, presumably. We would not be subject to the vagaries of the Federal Reserve's models which are, you should know, not particularly transparent.

And we believe that that would be a very positive outcome, in terms of how we go about thinking about managing capital. But beyond that, we just have to see what happens. I do think there is a fair amount of positive sentiment.

You saw last week that Janet Yellen, Chairman of the Fed, indicated that she would support an increase in the $50 billion threshold; we've seen that from Governor Tarullo, from a variety of politicians. And so we're hopeful that that momentum will continue, would be a very positive outcome for the company..

Thanks.

And then a quick follow-up, given that you've been relatively tight on the CCAR exercise this year and you had the objection last year, how much do you think that kind of feeds into your thinking on potential to be much more ambitious when it comes around to next year and you are sub-missing a capital loss?.

I think it's just premature to speculate on that. We'll want to see how our own internal results from our own stress testing turn out, and that's something we'll need to review with our board. We – I don't think we have a view on that yet..

Great. Thank you..

Thank you..

Thank you. Our next question comes from the line of Joe Morford with RBC Capital Markets. Your line is open..

Good afternoon, guys..

Hi..

I guess the release mentioned that the results include the findings of the Shared National Credit exam.

Did you see many downgrades from that? And coming out of it, roughly how much of your energy reserves are still unallocated or in that kind of qualitative bucket?.

Joe, first of all, on the Shared National Credit exam, as we indicated, the results are fully baked into the numbers we've presented. And we didn't experience any material changes to what we had internally. And as for the reserve, the last part of your question, I'm not sure; I don't have a specific response to that at the moment..

So, there was a – just a very slight decline in the qualitative reserve. And as that – some of that qualitative reserve migrated to the quantitative reserve, but it was very – very slight..

Okay. That makes sense..

And that's....

Particularly to the energy portfolio..

And that's consistent with what we have been saying was that we would not – we would not make any major changes in the qualitative reserve.

In terms of shifting it to the quantitative, probably in the first couple of quarters here, we need to see more experience and – but it would suggest that the experience through the second quarter was more favorable than we expected.

We still believe that we'll see an increase, as we note, in classified assets on the energy side in the third quarter and fourth quarter, and it will particularly come in energy services, but we've been saying that since last December. We don't anticipate significant increases in reserve-based credits during the third quarter and fourth quarter..

Right..

I think that gives you a bit more color..

Yeah, no, that's very helpful. Thanks, Scott. I guess the other question is, just was curious if you can quantify the amount of kind of term CRE paydowns this quarter relative to the first.

It sounds like they were elevated and given this trend, as well as the ongoing decline in the energy book, I mean, where do you expect to see some loan growth?.

Yeah. Joe, this is James. The increased CPR speed on the term commercial real estate book increased about 5 percentage points linked quarter. And that's about the same we saw for the residential portfolio as well.

So it was – you have to go back several years to find a CPR speed that was comparable to that, so it was an unusual quarter from that perspective..

Okay..

In terms of where loan growth will come from, it's – I mean, we're continuing to push on sort of the usual suspects which is – which would be C&I and consumer and particularly residential mortgage, though I would expect that we'll see some growth in CRE assuming that prepayment speeds don't continue at this pace..

Great. Okay. Thanks, Harris..

Yep..

Thank you. Our next question comes from the line of Jennifer Demba with SunTrust. Your line is open..

I am sorry, my question was just covered. Thank you..

Thank you..

Thanks, Jennifer..

Our next question comes from the line of Paul Miller with FBR. Your line is open..

Hey, afternoon. It's actually Thomas LeTrent for Paul. One quick question, I guess, again on the prepayments.

I am assuming the loan growth guidance for the next 12 months assumes those moderated, is there anything as it relates to third quarter that's given you the confidence they'd slow down in the near term?.

Just too early to know I think..

Yeah, the outlook that we provided was a 12-month outlook, I would remind you..

Right. Okay. So, nothing immediately, so far too early this early in the quarter. And then one follow-up on the $700,000 or the small item.

On slide 11 for the non-interest expense, the professional services, is that something that could be in there going forward? Or was that just sort of a – because you had this initiative announced in the second quarter and that you sold the CDO portfolio, that should be sort of minimized going forward?.

It's – we're going to have expenses that I would describe as sort of restructuring costs. They may not be business closure-type expenses, but they'll be expenses that are necessary to facilitate the charter consolidation to facilitate the organizational simplification we're trying to bring about.

And those kinds of costs we said we were excluding from the $1.6 billion..

Okay. Understood. Thank you..

Thank you. Our next question comes from the line of Dave Rochester with Deutsche Bank. Your line is open..

Hey, good afternoon, guys..

Hi..

Hello..

I just had a question on the margin. On slide nine, I was just wondering how much of the difference between that yellow line from the book yield and the coupon line, that red line there, was accretion income this quarter.

And then as you look at the loan pipeline, are you expecting to make shift to smaller loans that drove that uptick and the loan production coupon rates to persist through the second half?.

That probably is accurate because, particularly with the softness in energy underwriting, which is totally to be expected, the coupons there are generally lower, and so that you have a smaller volume of lower coupon transactions kind of just working into the mix..

As it relates to the amount of accretion in between those, I don't think it's material. James, could follow-up with a precise number, but I don't think that's a material part of what you are seeing there..

Yeah, we – the only thing I would add is in terms of accretion, these are loan yields, of course, but on the margin, there was a couple of basis points of margin pressure more this quarter than there was last quarter on premium amortization from the MBS prepayments (38:01) accelerating..

Great. And then just one quick follow-up. We've heard some banks indicate a little bit more in the way of deposit pricing pressure this quarter. It doesn't look like you've had that from your results, but any color you can share there on what you are seeing in the market would be great..

I think it's still very benign. I mean, we – we had pretty reasonable deposit growth and we're seeing it in non-interest bearing, and so we're just not seeing the need to go out and pay up for money anytime soon..

And as you point out, the total rate we paid on deposits was consistent from quarter-to-quarter..

Yeah..

Great. All right. Thanks, guys..

Thank you. Our next question comes from the line of John Pancari with Evercore ISI. Your line is open..

Good afternoon..

Hi, John..

Good afternoon..

The 30-day to 89-day past dues, they were up about $28 million or so linked-quarter, what drove that, was that energy at all or was that non-energy?.

I don't know if you have any....

I have a little color on that..

Yeah. Michael Morris will....

So, energy up – energy was up slightly, but that would be it or (39:26) a couple of term loans, CRE term loans, but that would be the totality of it..

Okay. All right.

And secondly on energy, what percentage are you through the analyzing the oilfield service portfolio and getting the financial statements in and everything? Have you – did you get at that?.

Yeah, sure. On the oil fields services portfolio, we – on that entire portfolio, at a minimum, we receive statements on a quarterly basis. And so, all of the first quarter numbers are in. I'm going to say all, I would say virtually all. On a number – a large percentage of that portfolio, we also receive numbers on a monthly basis.

So I think you can feel comfortable that we've seen all of the first quarter numbers and we'll have all the second quarter numbers by mid-August to late August at the latest. And we expect to see, as we've noted numerous times, deterioration in the second quarter.

The numbers didn't deteriorate that much in the first quarter, which we didn't think they would.

But we will see deterioration in the second quarter and the third quarter and – but the – I would tell you that the relationships that we were most concerned about since last December on the oilfield services side have stayed pretty consistent, and so we're not seeing deterioration beyond what our sensitivity testing led us to believe last December.

And in fact, if anything, we're seeing improvements where lines are being reduced much more quickly than we thought, private equity has come to the fore much more quickly than we thought.

And there's just been a tremendous amount of capital that has entered the oilfield service space just as there has been that has entered the reserve-based lending area. So, if anything, we've seen more favorable trends than negative trends through two quarters..

Okay. That's helpful, Scott....

And none of that favorable, by the way, would temper our conservative posture towards what we believe will happen in terms of some additional deterioration between now and the end of the year..

Right, right.

But you still think though in terms of the reserve that you've got the ability to reallocate more likely versus having to add materially to the reserve?.

We believe that..

Okay.

And then separately, in terms of the energy balances, I know you had indicated about a $100 million to $200 million in incremental declines that you could see there by the end of 2015, so that's in total? That's on a quarterly number, that's in total, right, by the end of 2015?.

Yes..

Yeah, that's a....

Yeah. In total the – the total energy balances ought to be down about $400 million for the entire year..

Right. Okay..

Should be between $400 million to $500 million..

Got it. Okay, good. Thank you..

Thank you. Our next question comes from the line of Ken Usdin with Jefferies. Your line is open..

Thanks. Good afternoon everyone. Just a question on your mortgage-backed securities purchase plan, it looks like your average balances were about the same at the period end.

So, I was just wondering if you can just give us an update on that kind of two plus two plus two (43:06) outlook and your paces of purchase relative to what's happened in the rate environment?.

Yeah, I think, if you're looking at the available for sale line on the face (43:17) of the financials, I think what you're – what you may be seeing is, some of that growth has been masked by the sale of the CDOs.

We – as discussed previously, we expect to maybe accelerate or decelerate those purchases over time and, as our view of rates changes, I would say, and I think I said here recently, that my expectation would be for the next several months at least, and perhaps the next quarter or two, we're going to see perhaps a slightly faster pace of additions to both mortgage-backed securities and swaps than perhaps you would've seen, certainly in the first quarter?.

And specifically within that, are you biased at this point to do more in MBS versus swaps? Is there a way you can kind of help us understand how that will look, balance sheet versus just income statement effect from the swaps?.

I don't think we're particularly biased one way or the other. I think we are putting a little more into cash than swaps currently, but we don't have a – I wouldn't say that we've developed a very strong view on one versus the other..

Okay.

And then your reinvestment yields, just any color kind of front book, back book, kind of how you gave us on the loan portfolio?.

Well the – I'll tell you in swaps, we're focusing in sort of the three-year to five-year part of the curve and on MBS, we're looking at fully amortizing either 5/1 ARMs or 10-year pass-throughs..

Okay, got it. Thanks, Paul..

Thank you. Our next question comes from the line of Brett Rabatin with Piper Jaffray. Your line is open..

Hi, thanks. Good afternoon. I was just curious, you mentioned earlier new production and as a follow-up, just some questions on loan growth.

I guess I'm just curious to think about, ex-energy, how you feel about the Texas geography in terms of its potential for some growth, or if you feel like the economy there is just too stifling for that to be kind of a net growth area for you?.

Yeah. This is Scott. And we – loan demand has softened in Texas, and so they will be up year-over-year, but it will be modest there.

And if you looked at the end of last year, they were up about – and really the last couple of years, $700 million to $800 million each year-over-year, and that number will probably still be up by the time we get to the end of 2015 year-over-year, but it will be a much more modest increase, probably in the $100 million to $200 million range..

Okay.

And then just a follow-up to that, what's kind of your strongest growth geography at this point, in terms of where you guys think you'll get your best opportunity?.

We're seeing – actually Texas was down for the month, or for the quarter rather, as you might imagine and Utah actually had some fairly strong growth. All things – it was not a strong growth quarter for the company overall, but Utah experienced about a $35 million increase overall.

And that is despite a, probably about $120 million reduction in the national real estate group, which has been an ongoing run-off portfolio for several years now, and Arizona also has been a strong consistent growth franchise..

And as Harris noted earlier, I would just say that it's – everybody is very focused on just kind of core C&I growth, core one-to-four family, kind of the private banking piece, professional executive lending, those are the three real drivers for us, and the good news is, that's what we've done for many, many years.

So, it's not a new – not a new area to focus on..

Okay. I appreciate the color..

Thank you. Our next question comes from the line of Gary Tenner with D. A. Davidson. Your line is open..

Thanks, guys. Actually, Brett just asked my question..

Okay..

All right..

Our next question comes from the line of Terry McEvoy with Stephens, Inc. Your line is open..

Hi. Thanks for taking my question.

You noted strong fee income growth looking at both quarter-over-quarter and year-over-year and I'm wondering, any of the changes made in connection to your efficiency initiatives last month, was any of that put in place in Q2 and, if not, are you feeling better about some of the growth in some of those businesses going forward?.

Right. So, the strength we've seen the first six months of the year is really coming in our treasury management business, which represents about 30% of our fee income and it's the business, as you know, where we have national recognition, and have for some time.

The other real drivers have been mortgage, our mortgage business is experiencing real nice growth again, and the rest of our credit card business is experiencing nice growth. And then we are seeing customers being much more willing to engage in interest rate hedging than they have over the last two years or three years.

So we've seen some real growth there. The – and so, those trends have been evident, really, for about the last nine months.

As Paul noted, all of which has been offset to a certain degree by the softness in NSF and commercial loan commitment fees, but the institution of one executive in the company, Jake Heugly, to focus entirely on fee income has been a terrific addition.

It's raised the constant visibility and dialog across the whole company about not just driving our core fee businesses, but just looking for other revenue and pricing opportunities. And so, I would just say that – that is new, it is different, we announced it earlier in the year, and it's having a very positive impact..

And then just as a follow-up....

I'd add that the card business continues to be a really good grower for us as well..

And card represents about 20% of our $500 million in fee income..

And then, have you discussed publicly your branch strategy where you see your branch count going? And I saw the small branch gain, obviously, in this last quarter and didn't know if we should expect more branch divesture, sales and gains going forward?.

We did note in our June 1 announcement that we would be trimming our branch number a bit over the next 12 months and I wouldn't describe it as anything other than just normal trimming that you would do.

We have about 450 branches plus or minus depending on when you measure it and, at any particular time, we're going to be trimming that collection of branches as well as introducing new locations as well..

Okay. Thanks again..

Thank you. Our next question comes from the line of John Moran with Macquarie Capital. Your line is open..

Hey. Good afternoon, guys..

Hi..

I think, Scott, you mentioned that the energy book was about 20% criticized at the end of the quarter, could you remind us where that went to at the peak of kind of the last cycle?.

Yeah. Quite frankly, we really haven't quoted that number that far back. I'd have to sort of (51:36)..

Might redirect. As you can see on classifieds, it reached about 20%..

Right..

And that's the number that criticized is very, very broad definition, of course, for what is in criticized, but classified is a little bit more refined, and that reached about 20% and, on a comparable basis, we were at 11% today. Our own outlook for it has moderated a little bit from where it was in December.

We believe that that number will not reach what we thought it would reach back in December. So things have gone a little better than what we had expected at that point in time..

Okay.

And then maybe just a follow-up to a question on Texas sort of broadly and maybe it's for Michael or Scott, but just anything else flashing kind of yellow or red at this point in metrics that you guys are looking at? I know that there's been a lot of concern, particularly in Huston, on multi-fam and CRE, so any color that you can give us there?.

Sure. On the CRE side, obviously, we're watching multi-family and office there very closely. Our office construction portfolio is very – I would describe it as modest in size. And the office term loan portfolio is performing well there.

And on the multi-family piece, we've had about five, six multi-family transactions that have come out of the construction period and they're achieving rents that are actually above the pro formas, but we will see softness there as the portfolio continues to mature and I would say that of our multi-family portfolio, about 45% of that is outside of Houston in Texas.

And the economy in Houston in general, you're going to see, my guess is some job growth in Houston this year year-over-year. It's not going to be 80,000 to 100,000 Houston's been averaging the last couple of years, but you'll see 10,000 to 20,000 in job growth.

You'll see housing starts that will approach 30,000 and – but clearly, office vacancies, well, there will be softness there and there will be softness in multi-family, but we think our real estate portfolio is about $1.5 billion less going into this downturn than it was going into the 2009 downturn.

And the amount of land A&D was about – it peaked at $980 million in 2008-2009. That land A&D portfolio today is about $100 million. So, the mix of the portfolio – the size of the portfolio is very different than the 2008, 2009 experience and the mix is exceedingly different..

Yeah, Scott. I would only add that our going in underwriting on a cost basis on both multi-family and office of those projects that are under construction still. We're very strong in multi-family side, 35% to 40% cash equity; on the office side, 30% to even 50% cash equity.

So we've always been very focused on skin in the game from our clients and both of those asset classes that Scott described have very strong underwriting metrics going in..

Perfect. That's really helpful. Thanks..

Thank you. Our next question comes from the line of Oliver Brassard with BMO Capital Markets. Your line is open..

Hi. All my questions have been answered. Thanks..

Our next question comes from the line of Erika Najarian with Bank of America. Your line is open..

Yes. Hi.

Just one from me, in the $150 million NII sensitivity for a 100-basis point increase in short rates, could you remind us what your deposit volume and beta assumptions are in that $150 million? And how that compares to the last time we saw the short-end of the curve rise?.

Erika, pardon me. This is Paul. I think we provide some pretty good and transparent disclosures in our 10-Q. And in there, you can see our estimates around the – what we're assuming are the duration of the deposits. So implied in that is a significant re-pricing for example of a zero interest-bearing demand deposit into interest-bearing sources.

So, we haven't provided any specific guidance as it relates or disclosure as it relates to betas.

I would say that our beta assumptions are generally consistent with what others have disclosed and I would direct you to our disclosures in the Q, which I think are pretty good and transparent as it relates to the assumed duration of our deposits, given the fact that we've got so much of our deposits in zero interest-bearing demand..

Got it. Thank you..

Thank you. Our next question comes from the line of David Eads with UBS. Your line is open..

Hello.

Just maybe one quick one on energy, just wanted to get a sense for how you guys do the price deck and in the redetermination? Just thinking about whether there's a difference – whether there would've been a different result with energy – with oil prices now down to $50 as compared to where they – closer to $60 where they were at the end of the quarter and how that kind of gets integrated into your methodology?.

Right. Good question. And we – basically, our price deck for oil is around $50 right now and we did not rate – and it has a term aspect to it, but it may go from like $50 to $54 over a term period. But when oil prices went up to $60, we didn't change it.

And we generally try to keep our oil price deck at about 90% of NYMEX and so we certainly could've changed it. But we wanted to see a little bit longer period of strengthening and I'm glad we did, because quite frankly, we haven't – we didn't – we experienced some softness here in the last 30 days.

So – but back when that redetermination started, which was in April, that's really the price deck and we apply it to the entire redetermination process. We wouldn't switch it in the middle of the redetermination cycle..

David, that price deck is displayed on slide 29 at the Barclays Investor Conference slide deck, which is posted to our website if you're interested..

Great. Thanks..

I'm showing no further questions at this time. I'd like to turn the call back to management for further remarks..

Perfect timing. Thank you very much everyone for joining. We're ending right on the hour, so we appreciate your time this evening and we'll be available for follow-up questions if there are any. Otherwise, we'll see you at a conference or at the next earnings call. Thank you very much, for your time and attention today..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone have a great evening..