Jennifer Ann Thompson - Senior Vice President-Investor Relations Richard K. Davis - Chairman, President & Chief Executive Officer Kathy Ashcraft Rogers - Vice Chairman & Chief Financial Officer Andrew J. Cecere - Vice Chairman and Chief Operating Officer P. W. Parker - Vice Chairman & Chief Risk Officer.

Elizabeth Lynn Graseck - Morgan Stanley & Co. LLC Matthew Derek O'Connor - Deutsche Bank Securities, Inc. Matthew Hart Burnell - Wells Fargo Securities LLC Jon Arfstrom - RBC Capital Markets LLC Paul J. Miller - FBR Capital Markets & Co. John Pancari - Evercore ISI Mike Mayo - CLSA Americas LLC Jack Micenko - Susquehanna Financial Group LLLP Dick X.

Bove - Rafferty Capital Markets LLC Vivek Juneja - JPMorgan Securities LLC Mahmood Reza - Omega Advisors, Inc. Marty Mosby - Vining Sparks IBG LP.

Good morning and welcome to U.S. Bancorp's First Quarter 2016 Earnings Conference Call. Following a review of the results by Richard Davis, Chairman and Chief Executive Officer and Kathy Rogers, U.S. Bancorp's Vice Chairman and Chief Financial Officer, there will be a formal question-and-answer session.

This call will be recorded and available for replay beginning today at approximately noon Eastern Time through Wednesday, April 27th at 12 midnight. I would now turn the conference over to Jen Thompson of Investor Relations for U.S. Bancorp..

Thank you, Melissa and good morning to everyone who has joined our call. Richard Davis, Kathy Rogers, Andy Cecere and Bill Parker are here with me today to review U.S. Bancorp's first quarter results and to answer your questions. Richard and Kathy will be referencing a slide presentation during their prepared remarks.

A copy of the slide presentation, as well as our earnings release and supplemental analyst schedules are available on our website at usbank.com. I would like to remind you that any forward-looking statements made during today's call are subject to risk and uncertainty.

Factors that could materially change our current forward-looking assumptions are described on page 2 of today's presentation, in our press release, and in our Form 10-K and subsequent reports on file with the SEC. I will now turn the call over to Richard..

Thank you, Jen and good morning, everyone, and thanks for joining our call. I'll begin a review of the U.S. Bank's results with a summary of the quarter's highlights on slide 3 of the presentation. U.S. Bancorp reported net income of $1.4 billion for the first quarter of 2016, or $0.76 per diluted common share.

As a reminder, at the end of 2015, we announced that U.S. Bank became the exclusive issuer of the Fidelity Investments Rewards Card program and as part of that arrangement we purchased the existing card portfolio of $1.6 billion which is reflected in the company's average loan growth for the quarter. I'm very pleased with our first quarter results.

Once again, we delivered industry-leading profitability. Our average loan growth exceeded the high end of our 1% to 1.5% range and the payments business remained strong. Total average loans grew 1.6% on a linked quarter basis and 5.2% year over year, adjusted for the retail card acquisition.

Total average deposit growth remained strong, growing 6.3% over the previous year, which included consumer net new account growth of 3.2%. We were affected by a broader market condition, most notably related to the energy sector.

While our energy portfolio is a relatively small portion of our company's overall loan portfolio at 1.3% of total loans, the deterioration in this sector has impacted certain credit metrics. This has resulted in a recognition of additional reserves of $15 million higher than charge-offs during the first quarter.

I'd like to highlight that excluding the energy portfolio, credit quality for the company remained strong, which was reflected by our stable charge-off rates. Net charge-offs as a percentage of total average loans were 48 basis points, up one basis point from the prior quarter.

Additionally, the company saw improvement in nonperforming assets, excluding the energy portfolio. Although the company's total nonperforming assets increased 12.9% over the prior quarter, nonperforming assets, excluding the energy portfolio improved 4.1%, reflecting the improvements particularly in our retail portfolios.

For instance, residential mortgages continue to benefit from improving real estate values, which has helped to partially offset the increase in the energy loan reserve. Slide 4 provides you with a five-quarter history of our profitability metrics, which continue to be among the best in the industry.

Moving to the graph on the right, this quarter's net interest margin of 3.06% was unchanged from the prior quarter as expected. The benefit we recognized from the increase in short-term rates was offset by the continued shift in our loan portfolio mix.

Our efficiency ratio for the first quarter was 54.6%, relatively stable from a year ago and up from the fourth quarter as expected due to the seasonality of our businesses. We expect our efficiency ratio to remain in the low-50s going forward as we continue to balance decisions about operating costs with investments in our franchise.

We remain focused on our efficiency efforts as they provide opportunity to invest in our businesses and in technology to meet our customers' needs. For example, during the first quarter, we launched real-time person-to-person payments on the clearXchange network and we continue to invest in enhancements in our mobile banking application.

We were pleased to be named as "Mobile Leader" by Corporate Insight in March, which acknowledges our commitment to being a leader in the rapidly changing landscape of banking technology. Turning to slide 5. The company reported total revenue of $5 billion in the first quarter, a $131 million or 2.7% increase from the prior year.

The revenue growth we are seeing is primarily being driven by core loan growth, as well as strength in a number of our fee-based businesses, including our payments business. Kathy will now provide you with more details about the first quarter results..

Thanks, Richard. Average loan and deposit growth is summarized on slide 6. Average total loans outstanding increased by over $12 billion, or 5.2%, compared with the first quarter of 2015 and grew 1.6% on a linked quarter basis, both adjusted for the retail card acquisition.

In the first quarter, the increase in average loans outstanding on a year-over-year basis was led by strong growth in average total commercial loans of 10.2%. Consumer loans again showed positive momentum, led by credit card growth of 13.6% year-over-year, which included the retail card acquisition.

Residential mortgage loan growth was also strong, increasing $2.8 billion, or 5.4%, year-over-year, and finally, the momentum in our home equity portfolio continued, resulted in a year-over-year increase of $471 million, or 3%.

On a linked quarter basis, our core loan growth of 1.6%, excluding the card acquisition, was again driven by total commercial loan growth of $3 billion, or 3.5%, the strongest linked quarter growth for the previous five quarters, and growth in residential mortgages of $1.2 billion, or 2.3%.

We currently expect linked quarter average loan growth to approximate 1.5% in the second quarter. Total average deposits increased $17 billion, or 6.3%, compared with the first quarter of 2015 and were up modestly on a linked quarter basis.

The linked quarter growth in the first quarter of every year is affected by seasonal factors, notably in our Corporate Trust business line. On a year-over-year basis, the trend continues to show strong growth in non-interest bearing deposits and low cost interest checking.

Money market and savings deposits also remained strong year-over-year, more than offsetting the run-off in higher cost time deposits. Let me now turn to slide 7. As Richard mentioned, challenges in the energy sector affected some of our credit metrics in the first quarter.

However, credit quality in the core portfolio, excluding energy, remained stable. First quarter net charge-offs increased $36 million, or 12.9%, compared with the prior year. Net charge-offs were $10 million, or 3.3% higher than the fourth quarter.

Net charge-offs as a percent of average loans were 48 basis points in the first quarter, up one basis point compared with the fourth quarter. Compared with a year ago, non-performing assets increased 1.4%. On a linked quarter basis, non-performing assets increased by 12.9%. The increases were entirely (7:55-7:57) energy-related credits.

Excluding energy-related loans, non-performing assets decreased 4.1% on a linked quarter basis. Turning to slide 8, let me now provide some additional color around our energy exposure. At the end of the first quarter, approximately $3.4 billion of our commercial loans were to customers in energy-related businesses.

Energy-related loans are 1.3% of our total loans. Our energy loan commitments were $11.9 billion at the end of the first quarter of 2016, down slightly on both a year-over-year and linked quarter basis.

During the quarter, we recognized $138 million of reserves related to the energy portfolio, and the reserve for energy loan now stands at 9.1% of outstanding balances at the end of the first quarter of 2016. This compares with a 5.4% at the end of the fourth quarter of 2015.

Finally, approximately 43% of our energy commitments, and 17% of our outstanding energy loans, are to investment grade companies. Given the underlying mix in quality of the overall portfolio, we currently expect linked quarter net charge-offs and total provision expense to be relatively stable in the second quarter of 2016.

Slide 9 gives you a view of our first quarter results versus comparable periods. First quarter net income decreased by $45 million, or 3.1%, on a year-over-year basis. Improvement in operating income was offset by higher loan loss provision and higher income taxes.

The higher tax rate was primarily due to the resolution of certain tax matters that benefited tax expense in the first quarter of 2015.

On a linked quarter basis, net income declined by $90 million, or 6.1%, mainly due to seasonality in some of our businesses, an increase in the provision for credit loss due to energy, and the impact of the previously reported fourth quarter 2015 gain on the sale of the Health Savings Account deposit portfolio.

Turning to slide 10, net interest income increased by $136 million, or 4.9% on a year-over-year basis. Strong average earning asset growth was offset by the impact of a two basis point decline in net interest margin to 3.06%.

The modest year-over-year decline in margin percentage primarily reflected the impact of higher short-term rates, offset by loan mix shift and lower reinvestment rates in the security portfolio. Net interest income increased by $17 million, or 0.6% on a linked quarter basis.

Growth in average earning assets and the impact of higher short-term rates were partially offset by the impact of fewer days in the quarter. We currently expect net interest margin in the second quarter to be relatively stable, and linked quarter net interest income to increase modestly.

Slide 11 highlights non-interest income, which decreased $5 million, or 0.2% year-over-year. The year-over-year decrease in non-interest income was primarily due to lower mortgage banking revenue, partially offset by higher payments revenue and higher trust and investment management fees.

Continued strength in the payment business is reflected in our results. Credit and debit card revenue grew by $25 million, or 10.4%, reflecting higher transaction volumes, including the acquired portfolio.

Sales volumes, excluding the impact of the credit card portfolio acquisition, were up 6.4% year-over-year, an improvement from the 6% year-over-year growth delivered in the fourth quarter. Merchant processing services revenue increased by $14 million, or 3.9%.

Adjusting for the impact of foreign currency rate changes, year-over-year merchant processing services revenue growth would have been approximately 6.4%. The growth was driven by higher transaction volumes, account growth, and equipment sales to merchants related to new chip and card technology requirements.

Equipment sales related to chip card technology continue to trend modestly lower versus growth reported in prior periods. On a linked quarter basis, non-interest income was lower by $191 million, or 8.2%, principally due to seasonally lower fee-based revenues along with the impact of the fourth quarter HSA deposit sale.

As expected, our payment fees and deposit service charges declined due to seasonality in those businesses. Mortgage banking revenues also declined as expected, principally due to lower rates impacting the valuation of our mortgage servicing rights.

We expect linked quarter mortgage fees to increase 10 to 20% based on seasonally higher application volumes. Moving to slide 12, non-interest expense was $84 million or 3.2% higher on a year-over-year basis.

Higher compensation expense, primarily driven by merit increases and higher compliance and acquisition costs were partially offset by lower pension expense and an insurance recovery recognized during the quarter. On a linked quarter basis, non-interest expense decreased by $60 million, or 2.1%.

Seasonally lower costs related to investments in tax-advantaged projects and lower professional services expenses along with the insurance recovery were partially offset by seasonally higher benefits expense and higher variable compensation.

The variable compensation expense includes costs related to an all-employee grant that was issued in the first quarter. We expect linked quarter expenses to increase in quarter two, driven by expected seasonality and higher expenses related to our brand positioning that was launched in the first quarter.

Additionally, we expect professional services related to compliance to peak in the second quarter and then modestly decline, as costs related to our residential mortgage default consent order conclude. Our efficiency ratio is expected to decline slightly in the second quarter.

Turning to slide 13, as Richard mentioned, our capital position remains strong and in the first quarter, we returned 80% of our earnings to shareholders through dividends and share buybacks. We expect to remain in our 60% to 80% range going forward.

Our common equity Tier 1 capital ratio, estimated using the Basel III standardized approach as fully implemented at March 31st was 9.2%, which is well above the 7% Basel III minimum requirement.

Our tangible book value per share rose to 17.94 at March 31st, representing an 8.7% increase over the same quarter of last year, and a 2.9% increase over the prior quarter. I will now turn the call back to Richard..

Thanks, Kathy. I'm very proud of our first quarter results. We maintained our industry-leading performance measures and we reported an 18% return on tangible common equity in the quarter.

We continue to operate from a position of strength as we grow our revenue and manage expenses, while strategically investing in our businesses to create value for our shareholders.

While not immune to the broader economic and market conditions, including the continued low rate environment and the weakness in the energy sector, we are confident in our ability to manage through these challenges, to win market share, and continue to deliver consistent, predictable, and repeatable financial results for the benefit of our customers, our employees, and our shareholders.

That concludes our formal remarks. Andy, Kathy, Bill, and I would now be happy to answer your questions..

Your first question comes from Betsy Graseck with Morgan Stanley..

Hi, good morning. I had two questions. One was on the real-time payments that you launched this past quarter. Richard, we have been talking quite a bit over the past several conference calls around the efforts underway to drive real-time payments. And you promised and delivered on the expectation this year that we would have something big come.

Could you give us a sense as to how you expect to utilize this product, how you expect to deliver real-time payments, not only to consumers but also to corporates as we work through what ACH is going to be doing and also what clearXchange is driving for you?.

Yes, Betsy. Yeah, the clearXchange and the EWS (16:04) partnership which you've read about with some of the large banks has been a important step to get us into a combined effort so that we can all work on something that banks have controlled for years, which is the payments network and the ACH system. So we're making progress.

And I think as an industry, you'd be proud that we haven't lost our position. We haven't given it up and we are not going to sit idly by while nonbanks come in and take over the position. So the first couple of products you saw, some from us, are – is just a peek into the future.

I will tell you that the appetite for the consumers is higher than for business on some of these higher value products because they are eager to change and try new things and businesses are more cautious and more careful and think blockchain, moving from ledger to eventually payments and things like that. So we are pleased with what we see.

The issue I want to bring before you though and our investors is, whether you get paid for this? And there's already a bit of a discord between us and the other bank that came out with one of the real-time payments P2P where we are charging for it and they are not.

And so the issue we have to ask ourselves is, will consumers and eventually businesses pay for a circumstance that they don't have value for today? Will they pay it for a time? (17:22) Amazon member and you will pay for Prime to have certain privileges and speed. They'll do it there, so we are hoping they will do it here in the payments world.

We have to make sure that the business of banking doesn't become a utility in the minds of the consumers where they expect everything to come without a value price to it. And we are hoping that we'll be able to help set the standard for that. But that's my hope.

And then there'll be plenty more opportunities to hear what consumers and the businesses want delivered to them. And frankly, I think we'll surprise them. But it's been so long, this whole paradigm of overnight settlement, closed on weekends and all of that. I think they will be quite pleased to see some of the progress we are making.

I'd like to ask Andy to give a little more color on it since he's overseeing all of our performance in real-time payments and helping coordinate our own banks' position on that..

Thanks, Richard. Betsy, I'd add two facts. One is, the current P2P is principally consumer-to-consumer and it's principally on a mobile device. And what you'll see as we continue through this year is that more and more banks will be added to that network, so would be able to continue real-time exchange with other additional banks.

Secondly, on the wholesale or business-to-business side of the equation, you will see more of that activity come later this year as we continue to develop other capabilities beyond consumer and, again, I expect that to be later this year..

On the payment question with NACHA moving to same-day settlement in October for push transactions, does that reduce the risk that you take as an institution and have an impact on the fees you are charging?.

No, it doesn't. It's all part of this larger consortium of getting everybody aligned properly. The ACH is owned in part by the clearing house and in part by the Fed. NACHA is one of the partners that we all deal with.

And I am happy to report, we are all working and playing well together so that we don't create confusion or what I will call price disintermediation on what would otherwise be something we want to keep simple for the customer.

So add NACHA to the stable of partners that we are working with in getting this, I think, right in the minds of both the consumers and what investors would want us to do..

And what that does is essentially add an additional window. So it's not really real-time per se, but it's an additional window during the day..

Just wondering if there is also a benefit to you from this product in terms of account acquisition and expense management, more real-time pay over the mobile, less check, less cash?.

Certainly there is a lower expense from that and I think the principal reason we are doing is though is from a customer experience standpoint. So, customers who have the need to have a real-time exchange for whatever reason would have that capability on their phone and again, we are one of the first to introduce that.

So that's what it's about; it's how the customer is interacting with the bank and with other individuals..

Yeah, I do think there will be an advantage to the banks that go first and there will be a window, like anything else where you can attract other customers who don't know that their bank will ever have it.

This will become ubiquitous over time, which, at the end of the day is okay as long as the industry finds the right value proposition and gets paid for it. And to go back to your question, to add a little business to business on here, where Andy mentioned on NACHA.

Give yourself an example of, you are a state of whatever, and in the middle of the day, you realize you made a mistake on one of your payrolls to your state employees and you need to remedy that before tomorrow morning. There is opportunities now to get in the middle of the payment system and do something midday.

But I think that should have a cost to it, because that's a convenience that was otherwise not present for value of services added. So I think we will find some, both competitive benefits and some financial benefits, but it has a lot to do with how the industry performs in the next, probably three to four quarters as we start rolling things out..

Okay. Thank you..

Yeah..

Your next question is from Matt O'Connor with Deutsche Bank..

Hi, Matt..

Good morning.

Can you talk a bit about how far along you are in some of the system spend and related investments you are making, and then weave that into kind of maybe the longer term outlook for expenses? You gave us some visibility on 2Q, but as we think about the back half of the year and just maybe get towards the end of the ramp in that spend, how that plays out..

Yeah, I will go first. System spend, if you mean technology and operations, that's steady state. If you take a ten-year view – my ten years at least, the first five were higher than what I will say is the run rate, because we were trying to catch up, and you know that story, and we did that. And now we are back to a steady state.

I'd say the next few years, there won't be a significant difference in depreciated costs, capital expenditures. They are higher than they used to be, because we need to stay at that level. But we've also never cheated the innovation and technology piece in any of those years to have to either catch up or to either ramp down.

So our expenses are going to move more likely on the cost of personnel attached with compliance-related activities, which we said will peak in this quarter that we are in. And it's (22:19) rely on just the fact that we are going to continue to have to pay up for making sure that employees have the proper level of compensation.

Think of all the minimum wage issues that are out there and issues like that. So that's going to drive a big part of our expenses. Technology will be at the run rate it is now and it's going to be very thoughtful, but we're going to continue to apply the efficiency we get in one side of it to the opportunity for innovation costs on the other.

But I don't think we will add it as a save in the future..

Yeah, and I would add, our area of focus is in three principal areas. Number one is customer relationship management. So, better information about our customers, both across the retail as well as the wholesale platform. Second is customer capability.

So, increasing what a customer can do, not only within a branch, but on their mobile device, as well as on the Internet. And finally, data; data overall. Just using data better in the company for the benefit of the bank as well as the customer..

I guess as we roll out beyond 2Q, just I mean, how meaningful is getting the peak and compliance costs behind you? And what I'm getting at is, obviously, you are extremely efficient, industry-leading, but we are in such a low revenue growth environment, 3% expense growth just makes it tough to consistently grow earnings.

So trying to get a sense of, how much more you can do on the expense and efficiency side, from already it's a turning point (23:39)..

Yeah, I got it. Let's go back and do a quick fact set (23:42). We are two parts revenue, one part expenses, is our recipe; that's good. So when revenue does move, it's got a two-fer on expenses. We only expect one more interest rate increase in the second half of the year in order for us to accomplish what we pretty much telegraphed to all of you.

And if it doesn't, it won't be Armageddon, but it would be something we hope to get. In response to that, expenses, the compliance costs are something that we don't like, because they are related to expectations that we didn't have for ourselves. So if there's a consent order, it means you have been deficit in some way.

One of the ways to fix that is to bring in both third parties and to bulk up your staffing. And then you come back down to a more normalized level. I will say, our compliance costs and FTE have really nearly tripled in the last five years. We did that review for our board just yesterday.

And I would have said probably two-thirds of that would have been present anyway, consent orders or not. So it's not like, just an order peaks you out and you never come back down. But there is a run rate impact.

So as we finish the mortgage consent order, this quarter wraps up and its completion, and then we move into now the AML/BSA consent order that we are moving through, that's where I think we are peaking out. This is the overlap quarter.

But coming down, Matt, we are talking tens of millions of dollars; we are not talking hundreds of millions of dollars. We're talking hundreds of FTE, not thousands of FTE. It's really more a settling kind of a moment.

Probably more germane to that is, as long as we can grow our loans at I think the kind of level we have been, high quality loans – I can say that twice; high quality loans, because that's an issue now, and we can outrun that even if margin stays flat.

And with that two-to-one on expenses, we can grow expenses and grow revenue and still have positive operating leverage, and we are still shooting for it for 2016, and we can still make money.

The challenge I have is whether I want to dispense any of those efficiency saves back into the bank, or whether I want to steal them away and put them to the bottom line, and we are doing both.

And so, you will hear in Kathy's comments that we're going to continue to move forward with our reputation and brand strategy and advertising plan, which will cost us probably another $20 million to $25 million in the next quarter.

And we're going to stick with it, and we're going to get this thing done and get our story out there as we think it deserves to be told. And that's just a small fraction of the money we've saved on our efficiency program.

And while I'm not going to give you a final number, two years ago in February – so was that – 26 months ago, we put on the FTE freeze on things that were less important and required.

A year ago, we put on the all other watchful eye on other expenses, and that has saved tens and tens and tens of millions of dollars in our annual run rate, most of which we are putting back to you to keep our efficiency where it is, but some of which we're putting back into the company.

But as to your original question, we can grow both, and we are thoughtful about it, but we expect that the cost of expenses will be measured more by FTE and the necessary jobs that have to be accomplished, and we will. Anything else certainly isn't going to be technology..

Okay, thank you very much..

Yeah..

Your next question is from Matt Burnell with Wells Fargo Securities..

Good morning, Matt..

Hi, Matt..

Good morning, Richard. Thanks for taking my question. First of all, in terms of your guidance on the provision, Kathy, I noted that you think that that's going to be relatively stable quarter-over-quarter.

But if I do a little bit of simple math, it looks like, outside of the energy portfolio, you released reserves last quarter, whereas you clearly added reserves in the energy portfolio.

First of all, is that correct? And second of all, if we are correct on that, how do you think about the energy portfolio reserving going forward? Is this something where you are just going to sort of cover losses and maintain reserves where they are, or possibly add to reserves going forward?.

Hi, Matt. This is Bill Parker. I'll take that. You're correct..

Hi, Bill..

We did have continued improvement, particularly in our residential mortgage portfolio, so that did, in part, offset some of the increase to the energy reserves. You can see, we did build the energy reserves to 9.1% of our outstanding loans. We had a pretty conservative price stack that we used during the quarter.

So we feel like we have got, embedded in those reserves, what we will need for the future quarters. So, that's where we get that stable outlook..

Okay, that's helpful, Bill, thanks very much. And then, if I can, just on the expenses, a little ticky-tack question.

Have you disclosed the amount of the proceeds from the insurance recovery? Because we would, I think, deem that as sort of a one-off or non-core, but just curious if you provided that?.

Yeah. Yeah, Matt, what I would say, we didn't disclose it. It's really not material to the numbers..

Okay. And then just, finally from me, we noted a higher money market savings rate this quarter versus the fourth quarter.

Can you provide some color on what was going on there?.

Yeah. I think a lot of where you see in the money market account are going to be some of our deposits with some of our corporate customers. So as our short-term rates started to increase, we did see a little bit of pricing increase on the commercial side or the wholesale side.

I will say that from a consumer side of the house, we have really seen no changes in our overall deposit pricing..

Okay. Thanks very much for taking my questions..

Thanks, Matt..

Your next question is from Jon Arfstrom with RBC Capital Markets..

Good morning, Jon..

Hi, Jon..

Hey, good morning, everyone. A question on your loan growth guidance. High end of the range, you obviously did pretty well this quarter. And with the flat margin, it actually suggests maybe a little better revenue environment.

But can you just give us an idea of the drivers that are putting you at the high end of that range? And then maybe, Bill, if you could comment on what you expect on energy draws. Do you expect energy loan balances to kind of up, down, sideways? Thanks..

Yeah, Jon, first of all, we telegraphed to you guys 1.5% for quarter two, which, read between the lines, we have moved up the bottom, right? So we already know what quarter two is starting to look like, and it's feeling pretty robust. And it's very much the same things have you seen.

Commercial is still strong and growing at that same clip, particularly M&A transactions or balance restructurings by corporate customers. We have got nice growth in home equity. I know that's a very rare thing, but we continue to grow our home equity portfolio I think against the comps to the other banks. Auto continues to grow.

Credit card continues to grow. So we are on all cylinders on loans. Mortgages particularly are growing nicely as they – they didn't a year ago. So we are feeling good across the board. And I would say, what you have seen in the last four quarters is – would be a lot of what you see in the next quarter or two. So we are telegraphing strong.

We also said that net interest income will be up slightly or modestly because we do expect a stable margin, increasing balance sheet. That gives you a slight positive.

Margin is too early to know and we have to watch and see all the moving parts, so 'stable' just means it's close to where it is now, but we don't know yet at this point which direction or flat it will be. But we do think net interest income will be strong enough based on the loan growth to at least accomplish a positive linked quarter.

As – energy, I'll turn it over to Bill..

Yeah, and so on the energy portfolio, we did have a small number of borrowers that did draw during the first quarter. So our loan balances there were up couple hundred million. You can see that our commitments declined. We expected the commitments to continue to decline as we go through the borrowing base re-determinations.

Wouldn't surprise me if there were another handful of borrowers that did draw during the quarter, but I can say we've also had a lot of success in – with other borrowers in restructuring the loans and – where they have been able to provide additional collateral.

So overall, little up – probably a little more on the loans and then the commitments will continue to come down..

And we have also done the re-determination..

Yes, we are about 40% of the way through the borrowing base Spring re-determination so – and so far that's going pretty well and allows us to feel comfortable about the stable outlook..

Yes. And (32:16) 40% doesn't hurt. One more thing, Jon, I should have added. I didn't talk about commercial real estate. That's flat for us. It's been flat for us. We are different there too. A lot of the banks are growing that a lot. I said in the prior calls that we want to be very watchful on commercial real estate and we are being – we could be wrong.

We could be missing some of the market growth. There's some pockets of good strength and we are in them.

We've got our customers who are certainly going to grow the balance sheet, but not by a lot because we are protecting what we have and probably being more careful and not getting into some of the areas and things we don't really understand at this point in time. So add that to your thinking.

While loans will still grow, commercial estate would be flattish, protecting the good customers we have..

Okay. Good. That's very helpful. And then Bill, to clarify, you don't expect another – if oil stays here, you don't expect another big step-up in energy reserves.

Is that the right way to interpret what you said in the last question?.

Correct. Yes..

Okay. Thanks for the help..

Thanks, Jon..

Your next question is from Paul Miller with FBR..

Hi, Paul..

Yeah, guys, thank you very much.

On the energy side, are you seeing any of the areas where those energy credits are going bad; you seeing any deterioration in any of your CRE products or loans?.

Yeah, we look at a couple of our markets that are energy dependent, the ones that we're most focused on are Denver and Houston. Denver, there's been little to no impact. It's not that energy dependent anymore. Houston of course is. We do have commercial real estate down there. We also do home building in the state of Texas.

So we are watching that carefully. We have seen stress in the office market. That's obviously slowed in Houston. We do have four properties that we are watching, but it's not a material amount. We underwrite to our sponsors, our client base, as opposed to the area that they are in.

So we feel that we have good secondary support on all the credits that we have in Houston..

And, Paul, we look at secondary and tertiary impacts on particularly those markets, the Gulf Coast and things where we have auto loans, we might have credit cards and things and we see absolutely no impact at all at this early stage of the game. So no one who lives or works down there that has our cars our cards are showing any stress..

And then a follow-up question just on the mortgage side.

Are you seeing any big pickup in the purchase market? Are we seeing some indications that the purchase market finally is starting to get some life? On any of your applications for the second quarter, are you seeing any pickup in that?.

Yeah, the mortgage application on the purchase side was up about 12%. And as you know, the refinancings are down, so that's what's causing the overall decline. And I would expect to continue to increase in the second quarter, principally due to the seasonality in that 10% to 20% range..

Hey, guys. Thank you very much..

Thanks Paul..

Your next question is from John Pancari with Evercore..

Good morning, John..

Good morning. On the C&I loan yield, looks like it was up 11 basis points in the quarter. I just want to get a little bit of color on the drivers of that. I know the Fed hike is certainly part of it. And then, if it's sustainable at that level and what your outlook would be..

Yes, thanks, John. I am going to say, it's really all driven by the Fed hike – the increase in the short term. As you know, where we see the increase in – due to loan rates is going to be in our wholesale portfolio and we get all of that typically in the first – first 90-day is a little bit more front-loaded.

I would not – unless we see another increase in short-term rates, I would not see that list continuing into second quarter..

We might also just add, we have benefited by deposits not going up quite as much as we thought they would..

That's right..

Okay. Got it. And then on the payments side of the business, wanted to get just your updated thoughts on how we should think about the growth rates in those businesses. Particularly the merchant processing business, up about 4% year-over-year.

What's a good growth rate we can assume for that one? And then the same thing around the credit and debit card businesses. Just want to get an idea of what you think in terms of a growth possibility for the year. Thanks..

So, merchant – let me start – this is Andy. Let me start with Merchant. Merchant was up, as you said about 4%; adjusted for FX, about 6.5% and that is – the principal driver of that growth is going to be same store sales.

And same store sales was down a little bit in North America versus Europe for sure maybe about 2% versus 2.5% or so over the last few quarters.

So the consumer was a little bit more cautious in the first quarter, spend was a little bit down, but I would expect to continue to have, even at that level's growth in the range – adjusted again for FX in that 5% to 6% range on a go-forward basis per merchant.

On the card side of equation that was a little higher because of the purchase of the Fidelity acquisition that we talked about. If you adjust that out, we are talking at about 6%, 6.5%. And I would expect growth again in that range. That's also going to be driven by same store sales and then what's happening so to speak with what customers are doing.

We are seeing modest growth there, but nothing substantial, neither up nor down in that category. And then finally, you didn't ask but I will just give you the corporate payment side of the equation. Two big moving pieces there. The first is on the government side of the equation, which is actually down almost 6%, 5.7% on a year-over-year basis.

That's principally due to defense spending going down. Now, on the flip side of the equation, corporate spend was actually up a bit, almost the exact same amount, 5.7%.

And interesting, we are seeing there, while companies continue to be very conservative as it relates to T&E spend, payable spend is actually starting to increase, which is a positive sign..

All right, Andy. Thank you. That's helpful.

And one last thing on energy, what was the percentage borrowing base reduction so far that you have seen in the Spring re-determinations that have been completed?.

The values came down about 20% to 25% and that translates into commitment reductions in our E&P portfolio of about 10% to 15%.

Yeah, the 40% re-determination's been accomplished. 75% of the companies had a reduction, 25% did not. So they are not all being reduced, but that takes you down to the numbers that Bill gave you..

Got it. Thank you..

Yep..

Your next question is from Mike Mayo with CLSA..

Hey, Mike..

Hey. This goes in the category of 'no good deed goes unpunished'. Your efficiency ratio remains really good at 54.6%, but it's just not clear how it gets better from where it is. And I would point out, as you know, it's the worst it's been in the last five quarters. You guided higher for expenses in the second quarter.

And when I look at the 54.6%, five years ago, it was 51%. So it has drifted up and I hear you, tech, compliance, regulation.

So how do you move that lower? And that's my segue into, why not pursue acquisitions, and what is your appetite and when would you be able to pursue those acquisitions?.

Okay. Well, thanks Debbie Downer for that. You are right; 54% is higher than we have been in a long time. I know you know this, but I'll say it again; we don't set a target; it's a result, because we keep watching our revenue and our expenses and always try to grow revenue over expenses when possible.

The 300 basis points in the last few years is not only – not surprising, but I think it's actually much better than it could have been, given the fact that with a 0% interest rate increase up until last quarter and with a very slow, steady, almost not recovering economy, we obviously have been taking market share of high quality customers and been able to offset some of that margin compression.

So I'm actually pretty pleased with it, but I do think – we said it's going to be coming down slightly next quarter, so we are telegraphing to you all that this will be our high-water mark for the year. It also was the high-water mark last year. I think it is always the high-water mark as quarter one is by far our weakest quarter.

It will come down on that basis. But Mike, when – two things have to happen, and I don't know which is more valuable. One is that the economy just need to get stronger and we got to be doing old-fashioned lending for people who want to grow and acquire organic kind of things that we haven't done in a long time in this industry. That will be huge.

The second thing will be that we enjoy interest rate increases or a steeper yield curve.

They are also both quite important, right? Because interest rates not moving up will harm some of the projections for the industry, but make sure you guys are watching the slope of the curve too, right? As the high end came up – the moment – the short end came up, the long end came down.

And that has the same kind of impact on interest income that you would see on lack of rate movement. So, nothing has gone in our industry's favor in the last five years to improve an efficiency ratio. So we are holding on for dear life with this effort, that we think we can outrun expense growth by revenue.

But I do think that the 54.6% is a high-water mark for us.

And we are – we're not loving it, but we are also – by the same token, I'm not trying to patronize you guys, give you guys a 52% by suffocating the company and not investing and then living later on to explain myself, two years from now, why we didn't invest and why we didn't make the decisions we should have.

So, I like the way you asked the question; there is a possibility for it to get better. In terms of M&A, we are always interested, particularly in the payments and trust business.

You are reminded that, with the AML consent order, we are disallowed from looking at whole bank transactions, and again, it's okay right now, because we haven't found one we wish we could have had, and there's nothing we have lost that we would have otherwise sought.

But we want to move through that order as soon as we can so we can get back to the permissions, which I think will be starting next year.

And I have said this many times before, where kind of the statute of any oldest limitations should be away and gone from any acquisition, such that when you buy somebody, you know what you are buying and you don't buy old problems that you couldn't have possibly detected in due diligence. So we are still hungry for that.

It is not going to make or break this company, because we are not going to change who we are or the mix of business, but we are always on the lookout for very good opportunities, the fidelity of the (42:40) portfolio, the Auto Club portfolio, you will see more of those, and hopefully more merchant portfolios, particularly overseas..

As a follow-up, on looking at whole bank deals, so you can't even look.

I mean, could you – when do you think you'd be able to look at whole bank deals, and what sort of merger criteria do you have in terms of IRR or accretion, dilution? I know you haven't done a big bank deal in a while, but it seems like you are a more efficient bank, makes sense to buy a less efficient bank.

That's the way the industry is supposed to evolve..

That's the old fashioned way of doing it. And not just for expenses, but for revenue, right? I would say, first of all, we have – there's a firm prohibition on buying a holding company while you have an AML consent order.

You saw us buy branches before and you've seen us take on portfolios, those are the rules that are a little less clear, and we haven't found anything to test it. So, again, we are not being thwarted at the gate here.

But what you would want to do is, once we get through the consent order, we will be back into the market and looking at those opportunities. But I got to tell you, the reason I haven't signed anything we like is because this company isn't thirsting for any unfinished business.

There is not a market we're in that we don't want to be in, and there is not a market we are dying to get in that we are not. I would actually rather double down where we are.

And the fact of the matter is, I'm still very concerned, for all kinds of reasons, that to pick up any full company, even if I could, I probably wouldn't right now, because I still think there's a lingering impact of attorneys generals and SECs and all kinds of other actions that are still yet to be levied on some of the smaller banks as we move down through that cycle, and I don't want to be holding one of them when we get there.

But I'd tell you, as soon as the AML thing gets cleared and our regulators are quite clear that we want to clear whatever parts of that particular order would allow us back into bank transactions, we are making that job one, so that we have all the alternatives available to us as soon as possible..

And do you think you can clear that by the end of this year?.

I don't know when that's going to clear, because they take a long time.

That's why I bifurcated and said we are seeking permissions to get the part of it that would allow us back into the M&A, full M&A business, to be accomplished first, and as long as the regulators will allow that, then we can bifurcate the full exit (44:51) by getting to the pieces that matter the most.

And that's what we are working on, and as you would expect, the regulators haven't given us a timetable, and I wouldn't be dumb enough to guess at this stage, but that's what we are working on..

Thank you..

Yes..

Thanks, Mike..

Your next question is from Jack Micenko with SIG..

Hi, Jack..

Hey, good morning. Richard, you guys have been a leader in the payment space for a long time, and obviously very focused on competing against the non-banks. I'm curious what your thoughts are personally and then broadly, U.S. Bank's strategy, around the peer-to-peer side. Obviously, a lot of investor tension in that space.

There's some structural differences for sure. We have seen some banks partner, we have seen some banks buy loans. Give us your thoughts on how that evolves, and how you see U.S. Bank fitting in..

Jack, this is Andy. Hey. You are absolutely right. It's a topic of a lot of focus for our company. What I would say is, we are very comfortable with our underwriting process and use of our balance sheet. I think where some of the – Vintac (45:55) and other companies have done a good job is the customer interaction, customer convenience and access.

And so, if there's a partnership, that's where we would focus, is on that end of the equation, not the underwriting end. And we are actually looking at different opportunities there in experimentation, in terms of improving the customer experience, which I think they have done a pretty good job on. But we are very comfortable with our underwriting.

It's proven through cycles, and we're going to stick with that..

Great. Thank you..

Yes..

Thanks, Jack..

Your next question is from Richard Bove with Rafferty Capital Markets..

Good morning, Dick..

Good morning. I would like to explore for a second your relationship with the Minneapolis Fed. I mean, I'm guessing that you are a member, and that you probably provide about 50% of the revenue of that Federal Reserve Bank.

And that Bank has published formulas, I guess, which would suggest that you are too big to fail, and that your bank should be broken up. And I'm wondering, number one, what your interaction is with that bank.

Number two, did you have any say in the selection of the President of that bank? And most importantly, number three, does it become an embarrassment for the Minneapolis Fed if you acquire anything or if you grow, forcing them to make some sort of statement against U.S.

Bancorp in order to maintain the purity of their message, which could cause some problem for you guys? I mean, if you wouldn't mind just exploring the idea with us..

I would be happy to. Thanks for the question. First of all, our relationship is quite good. We are, by far, their most important client, and we're, I think, more than half the entire Ninth District.

As you all probably know, but I will remind you that the hiring of the President is left to a layman board, particularly, local leaders who have parameters, of course. But they do bring in people that have – in some cases, they are not economists, and Neel Kashkari certainly fits that bill.

But he comes in with a zeal and a need to want to open the question again on too-big-to-fail. I have met with him. I knew him in the TARP program. As you recall, we were the last big bank to take TARP. I didn't want to. We were the first bank to pay it back. I'm glad we did. I had long conversations with him over that period of time.

And as soon as he showed up, Dick, here in the first of the year, Andy and I went to meet with him to introduce ourselves in his new role, and we had a very good conversation. And I believe – and I can say that the Fed here and we have a working relationship that couldn't be better than it is anywhere else.

So that as a backdrop, I don't think he's coming in with his gunsights on U.S. Bank. In fact, I'm sure he's not. We have not – he's not invited any banks to his symposiums yet. He hasn't indicated yet when that will be, but I know we will have that opportunity.

You might guess, I have private conversations with him routinely and with his team, so I'm not feeling left out of being able to offer my thoughts on some of his considerations. But at the end of the day, I'm going to take him to his word.

But he's – while he has a bent towards investigating too big to fail, he is going to collect a lot of good data, and I think he's going to be balanced in his final decision. He's committed publicly to have a recommendation to the Fed by year's end, on what he thinks could be done to improve the safety and soundness of banks.

At these early stages, he's focused on capital, he's focused on size. But I think he'll have to spend the rest of the year bringing in all kinds of different parties to speak, including Bernanke, who is coming May 16, at his second symposium. So I'm not feeling that he's set himself up yet to suggest that U.S. Bank is in his gunsights.

I don't think any actions we take would be either harmful to him, nor I think affected by his opinion. As you know, the local Fed has a lot of jurisdiction over its banks, but a great deal of things like the stress test and the horizontal incentive compensation (49:35) rules and things are also managed at the Washington level, along with the locals.

So our relationship with Washington, which is quite good, and local, is important to me, and I want to make sure that we are all operating in transparency. So, at this point, I appreciate his approach. I welcome people coming with ideas. I'm certainly sharing my thoughts when I have the opportunity.

It would be inappropriate, I think, for me to take a public position and argue the merits of going out and collecting more feedback, and there probably are some – number of pundits that do believe that banks need to continue to be safer and more sound.

I think we have accomplished an amazing level of success there, and I think a bank our size is exactly the kind of size that most people can get their arms around. I can get my arms around this one, and I'm going to continue to proffer that this is the perfect sized bank. Kind of the Goldilocks of banks.

But I'm welcoming his new ideas and his energy, but I'm not short on having the opportunity to share my thoughts with him. Just simply not in a public forum..

Okay, thank you very much..

Yeah..

Your next question is from Vivek Juneja with JPMorgan..

Hi..

Hi, Vivek..

Thanks for taking my questions. Hi.

Can you hear me?.

Yes, go ahead..

Yes, you can. A couple of questions. First, a simple one. What's the percentage of criticized loans for energy? You gave commitments.

Can you give loans also, please?.

Yeah, I do have that with me.

So, when I – you ask your other question and I'll get back to it, okay?.

Okay. Second question is on the credit card charge volume. As I look at – you had obviously very good increase in volumes from the Fidelity acquisition, but when you look at fees, the growth was much lesser (51:20). So, clearly, a sharp drop in pricing.

Can you talk a little bit about how you came up with a pricing on the Fidelity deal? Because it seems like your average fee rate is down pretty sharply year-over-year when you look at that..

The Fidelity portfolio, Vivek, is a higher quality portfolio. It is a lower charge-off rate portfolio. A higher spend portfolio, and a little lower rate portfolio, as you said. But it's very profitable overall, and we are very comfortable with the pricing that's there.

The only thing I'd say on pricing is, the impact has also been impacted by gasoline prices as they come down, and you will see a little bit of a reduction there. But the Fidelity portfolio is actually a very good portfolio for the bank, overall. Higher quality, a little bit restructure than what we had in the quarter..

Okay. Thanks, Andy..

Sure..

And, Bill, do you have a number?.

Yeah. 52%..

Okay. Can you talk a little bit about that? That's pretty high, given that you have been a pretty cautious lender, and you'd been small in that portfolio.

Can you talk about why you are at one of the highest levels?.

I can, because core to how we rate those loans is our price deck. And our price deck, we feel is – we like it. It's conservative. That's the way we like to do things. So our price deck right now is at $30 throughout 2016, and it slowly goes up over the next five years to $44.

So, I think if you look at any of the futures markets, you will see that that's a fairly conservative outlay. And that is how we risk weight our loans..

Okay. Okay. Thank you..

Yeah..

Thanks, Vivek..

Thanks..

Your next question is from Mahmood Reza with Omega Advisors..

Hi, Mahmood..

Hey there. Thanks for taking my question. Just a quick one going back to the student loan portfolio, which I think, last year we went held for sale in Q1 and then back to held for investment in Q3. There were sort of a few transactions and it seems like that market has thawed in the first quarter.

And I would be curious to get your view if you think it's sort of thawed enough to get you interested in testing the waters again. And as a follow-up, does sort of the move from held for sale to available for sale and back to held for sale last year in the span of three quarters limit your ability to sell the portfolio again this year? Thank you..

Yeah. Thank you, Mahmood. We said last year when we moved that portfolio back into our held for investment that we were going to stick with that. We are not really looking at any opportunities to move on that again. So I would expect, going forward, that you'll just continue to see that in our loan portfolio..

Okay, thank you..

Thanks..

Your final question comes from Marty Mosby with Vining Sparks..

Hi, Marty..

Hey. I wanted to ask about the seasonality. If you take out mortgage, which you gave us some good insight into what you thought was going to happen there. But you have strong seasonality from first – second quarters in a lot of the processing businesses. Typically, that's in the 6% to 7% uptick.

Just wanted to see if – is that kind of the same progression you are looking for this year..

Yes..

Yes..

Perfect. And then....

Oh, sorry....

...that comes through loud and clear. That then is, if you look at the efficiencies improving, even with the uptick and some expenses, you really will set, after you have kind of had to work through a couple of years of relatively flat earnings, this will be a nice step-up, which you typically get seasonally.

So, I just would expect to see that, and was wondering if that's kind of in line if you bring it all together..

Yeah, I will say that. So if we – I will go back to the efficiency questions that have been asked. I do think that's exactly right. So we are going to have an increase in our fee – or on our revenues from a seasonality standpoint.

But I think as importantly as our loan growth continues to pick up at the higher end of the range, that's going to add additional revenue and the fact that our margin has stabilized is really – is helping us from an overall standpoint of being comfortable thinking about the efficiency ratio, declining a little bit as we move into the second quarter..

Perfect. Thanks..

Thanks, Marty..

And there are no further questions..

All right. Well, thank you, everybody, for joining our call and we appreciate your attention and support of our company. And if you have any questions, please let us know or call Jen Thompson at Investor Relations..

Thank you..

Thank you..

Thank you..

This concludes today's conference call. You may now disconnect..