Sean O’Connor - Director of IR Richard Davis - Chairman, President and CEO Andy Cecere - Vice Chairman and CFO Bill Parker – Vice Chairman and CRO.

Erika Najarian - Bank of America Merrill Lynch Bryan Batory - Jefferies Jon Arfstrom - RBC Capital Markets Dan Werner - Morningstar Keith Murray - ISI Brian Foran – Autonomous.

Welcome to U.S. Bancorp’s Second Quarter 2014 Earnings Conference Call. Following the review of the results by Richard Davis, Chairman, President and Chief Executive Officer; and Andy Cecere, U.S. Bancorp’s Vice Chairman and Chief Financial Officer, there will be a formal question-and-answer session.

(Operator Instructions) This call will be recorded and available for replay beginning today at approximately noon at Eastern Daylight Time through Wednesday, July 23, at 12:00 midnight Eastern Daylight Time. I will now turn the conference call over to Sean O’Connor, Director of Investor Relations for U.S. Bancorp..

Thank you, Jackie, and good morning to everyone who has joined our call. Richard Davis, Andy Cecere and Bill Parker, are here with me today to review U.S. Bancorp’s second quarter 2014 results and to answer your questions. Richard and Andy will be referencing a slide presentation during their prepared remarks.

A copy of this slide presentation as well as our earnings release and supplemental analyst schedules are available on our Web site 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 filed with the SEC. I will now turn the call over to Richard..

Thank you, Sean. Good morning everyone and thank you for joining our call. I’ll begin our review of U.S. Banc’s results with a summary of the quarter’s highlights on Page 3 of the presentation. U.S. Bancorp reported record income of $1.5 billion for the second quarter of 2014 or $0.78 per diluted common share.

Total average loans grew year-over-year by 6.8% and 2% linked quarter. We experienced strong loan growth in total average deposits to 6% over the prior year and 1.9% linked quarter. Credit quality remains strong. Total net charge-offs decreased by 11% from the prior year and rose modestly on a linked quarter basis.

Non-performing assets, excluding covered assets, declined compared to both the prior year quarter and on a linked quarter basis. We continue to generate significant capital this quarter. Our common equity Tier 1 capital ratio estimated for Basel III standardized approach as a fully implemented was 8.9% at June 30.

We repurchased 15 million shares of common stock during the second quarter, which along with our dividends, resulted in a 75% return of earnings to our shareholders in the second quarter. Slide four provides you with a five quarter history of our performance metrics, and they continue to be among the best in the industry.

Return on average assets in the second quarter was 1.6% and return on average common equity was 15.1%. Moving to the graph on the right. You can see that this quarter’s net interest margin was 3.27%, in line with our guidance. Our efficiency ratio for the second quarter was 53.1%.

Excluding the impact of two notable items in the second quarter, our efficiency ratio was 51.3%. We expect this ratio will remain in the low 50s going forward as we continue to manage expenses in relation to revenue trends while continuing to invest-in and grow our businesses.

Turning to Slide five; the Company reported total net revenue in the second quarter of $5.2 billion, a 4.9% increase from the prior year. Excluding the impact of this quarter’s Visa sale, total net revenue increased 0.5% from the prior year.

The increase is mainly due to the higher net interest income as well as increases in a majority of fee revenue categories, partially offset by a reduction in mortgage banking revenue. Average loan and deposit growth is summarized on Slide six. Average total loans outstanding increased by over $15 billion or 6.8% year-over-year and 2% linked quarter.

Overall, excluding covered loans, our run-off portfolio, average total loans grew by 8.3% year-over-year and 2.2% linked quarter. Once again, the increase in average loans outstanding was led by strong growth in average total commercial loans, which grew by 12.4% year-over-year and 5.9% over the prior quarter.

Total average commercial real-estate also increased over the prior quarters but the average loans growing by 6.9% year-over-year and 1.1% linked quarter. Residential real-estate loans grew 10.5% year-over-year and 0.4% over the prior quarter. Average credit card loans increased 5.9% year-over-year and were flat on a linked quarter basis.

Within the other retail loan categories, auto loans and leases were higher, both year-over-year and linked quarter, while average home equity lines and loans continued to decline. The rate of decline in this category, however, has slowed considerably over the past few quarters.

Total average revolving commercial and commercial real-estate commitments continue to grow at a fast pace, increasing year-over-year by 12.7% and 3.1% on a linked quarter basis. Line utilization increased slightly and was approximately 24% in the second quarter. Total average deposits increased $15 billion or 6% over the same quarter of last year.

On a linked quarter basis, average deposits increased by 1.9% with growth in low cost savings deposits, particularly strong on a linked quarter basis. Turning to Slide seven, and credit quality. Total net charge-offs declined 11% on a year-over-year basis and rose modestly on a linked quarter basis.

The ratio of net charge-offs to average loans outstanding was 0.58% in the second quarter. Non-performing assets, excluding covered assets, decreased by 1.6% on a linked quarter basis and 8.1% from the second quarter of 2013.

During the second quarter, we released $25 million of reserves, $10 million less than the first quarter of 2014 and $5 million less than in the second quarter of 2013. Given the mix and quality of our portfolio, we currently expect net charge-offs and total non-performing assets to remain relatively stable in the third quarter of 2014.

Andy will now give you a few more details about our second quarter results..

Thanks, Richard. Slide eight gives you a view of our second quarter 2014 results versus comparable time periods. Our diluted EPS of $0.78 was $0.02 higher than the second quarter of 2013 and $0.05 higher than the previous quarter. The key drivers of the Company’s second quarter earnings are summarized on Slide nine.

Second quarter results included two previously disclosed notable items. The Company reached the $200 million settlement with the U.S. Department of Justice to resolve their investigation into the endorsement of mortgage loans under the FHA’s insurance program.

Also on the quarter and prior to the settlement, the Company sold 3 million shares of Class B common stock of Visa resulting in a pretax gain of $214 million. Combined, these notable items had no impact to diluted earnings per common share for the second quarter.

Excluding these notable items, the Company achieved positive operating leverage, both on the year-over-year and the linked quarter basis. The $11 million or 0.7% increase in net income year-over-year was principally due to an increase in total net revenue and a lower provision for credit losses.

Non-interest income was up 2.7% year-over-year as an increase in average earning assets was partially offset by a decrease in the net interest margin. And $24 billion growth in average earning assets year-over-year included increases in average total loans as well as planned increases in the securities portfolio.

Offsetting a portion of the growth in these categories was a $4 billion reduction in average loans held for sale, reflecting lower mortgage origination activity versus the same quarter of last year.

The net interest margin of 3.27% was 16 basis points lower than the second quarter of 2013, primarily due to growth in the investment portfolio and lower average rates and lower rates on new loans, partially offset by lower rates on deposits and short-term borrowings and a reduction in higher cost long-term debt.

Non-interest income increased to $168 million or 7.4% year-over-year, primarily due to an increase in other income due to the Visa sale. Including the Visa sale, increases in the majority of fee revenue categories, partially offset the decline in mortgage banking revenue.

We saw growth in retail and corporate payments, merchant processing, trust and investment management fees, deposit service charges, commercial products revenue, and investment product fees. Non-interest expense increased year-over-year by $196 million or 7.7% due to the FHA DOJ settlement.

Excluding the settlement, non-interest expense was essentially flat as lower employee benefits expense driven by lower pension cost was offset by higher compensation expense, reflecting the impact of merit increases and higher staffing for risk and compliance activities.

Net income, on a linked quarter basis, was $98 million or 7% higher mainly due to an increase in total net revenue. On a linked quarter basis, net interest income increased due to higher average earning assets and an additional day in the quarter, partially offset by lower loan rates.

The net interest margin of 3.27% was 8 basis points lower than the first quarter, principally due to the growth in lower rate investment securities and lower rates on new loans, mainly due to higher growth in wholesale as compared to retail loans. On a linked quarter basis, non-interest income was higher by $336 million or 15.9%.

This favorable variance was primarily due to the Visa sale, seasonally higher payments revenue and growth in all other fee categories. Higher mortgage banking revenue was principally due to a favorable change in the valuation of mortgage servicing rights net of hedging activities.

On a linked quarter basis, non-interest expense increased by $209 million or 8.2% due to the FHA DOJ settlement. Excluding the settlement, non-interest expense was essentially flat. Lower employee benefits expense was offset by higher professional services and marketing and business development expense.

Turning to Slide 10, our capital position is strong. Beginning January 1, 2014, the regulatory capital requirements effective for the Company follow Basel III subject to certain transition provisions from Basel I over the next four years to full implementation by January 1, 2018.

Basel III includes two comprehensive methodologies for calculating risk weighted assets; a general standardized approach and a more risk sensitive advanced approaches.

As of April 1, 2014, the Company exited its parallel run qualification period, resulting in its capital adequacy now being evaluated against which every Basel III methodology is most restrictive. The most restrictive methodology for our Company is the currently the standardized approach.

Our common equity Tier 1 capital ratio estimated using the Basel III standardized approach as if only implemented at June 30th was 8.9%. At 8.9%, we are well above the 7% Basel III minimum requirement.

Our tangible book value per share rose to $15.26 at June 30th, representing a 13.2% increase over the same quarter of last year and a 1.8% increase over the prior quarter. Turning to slide 11. In June, the Board of Directors declared a 6.5% increase in our common stock dividend.

As a result in the second quarter, we returned 75% of our earnings to shareholders. Dividends accounted for 31% of the return to shareholders and the 50 million of stock we repurchased in second quarter accounted for the remaining 44%. I’ll now turn the call back to Richard..

Thanks, Andy. To conclude our formal remarks, I’ll turn your attention to slide 12. Again in the second quarter, we focused on extending our advantage, which is our thinking for 2014. Our advantage is real and it extents every one of our businesses.

Our prudent risk management, our efficient operating platform and our industry leading profitability allow us to operate from this position of strength. The Chicago area Charter One Bank Franchise acquisition that we completed in late June is just one example of that strength.

As we move through the second half of 2014, we’ll continue to look to extend our advantage. Our 67,000 talented and engaged employees remain focused on delivering consistent, predictable and repeatable results for the benefit of our customers, our employees, our community and our shareholders. That concludes our formal remarks.

Andy, Bill and I would now be happy to be answer questions from the audience..

(Operator Instructions). Our first question comes from the line of Erika Najarian with Bank of America..

Good morning. My first question is the outlook on commercial loan growth for the rest of the year. I think, obviously, your gains on an organic basis continued to be quite impressive and the commentary from the large banks have reported before you, has been quite positive for the year.

And I was wondering, Richard, if you could add your commentary in terms of what you are hearing from customers in terms of CapEx for the next six months?.

I’d be happy to, Erika. Thank you. First of all, you are right. We’ve had some remarkably consistent and industry-leading growth in average loans. And with the commercial kind of the wholesale banking being up 5.9% linked quarter that would be one of our best quarters we have seen in long-time.

I’ll first tell you that we are seeing and particularly in the middle market where we’re really want to see kind of the core growth in the country as we see middle market businesses starting to expand in a more organic basis. Credit structures are firming up at the expensive pricing.

I typically tell you we don’t lose on pricing and we don’t because we have a cost advantage but we do see a pricing compression in both in the middle market and the leverage space. But particularly I see that as a good sign of some forms of green shoots in growth.

In the larger and investment grade credit structures and pricing remain much more stable. But they are also more driven than they might be organic driven. Loan demands for second quarter were particularly high, and in the second quarter we expect it to moderate slightly but still be at a substantially higher growth rate.

In other words that 5.9% will probably moderate to something more between 3% to 5% as we look into the next quarter. Now, our loan growth is strong across the country. There is no regional definition. Retail food and ag continue to be strong and we see some weaknesses coming in oil, gas, energy and utility.

So, it’s probably where you had expected to be and are a reflection of loan growth and our forecast I think is in line with what you see and read about in the current economy. Finally, we’re seeing new credit opportunities being driven by refinancing, but also seeing, as I said earlier, organic growth.

What’s interesting is people are starting to increase inventory, we think to build for a better economy and a better outlook in quarters three and four.

I’d long believe that as the Fed starts to get closer to whether it’s a reality of increased rates and leads to believe that they are eminent and that starts to increase economic activity at the wholesale side as people prepare for a better economy. We also expect increased M&A activity continue.

And finally we see companies looking to banks to create alternative avenues of funding as they want to prove to the rating agencies that they have a diversified source of funding.

So I think banks might be back in favor again for reasons that make sense but especially as rates continue to be low people don’t want to miss that one they will be closest. So, in total, I will answer even more than you asked, we were at the 2% linked quarter loan growth.

We offer you guys kind of a range of 1 to 1.5 and we move around that as the quarter seasons. We are going to bring it back down to that 1.5 as a starting point as the quarter three begin and we’ll start to iterate that as we get further into the quarter.

But I think the 2% might be a high quarter for us this year but we’re still expecting to be substantially impressive and somewhere between 1.5 range as we get further along into quarter three..

Thank you for that. And again I wanted to ask about another area of strength, the year-over-year gains and card balances certainly outperformed even on a core basis still larger competitors.

And I am wondering if you can give us sort of a sense of how that correlates with sales volume versus actual balance growth and how much is this taking wallet share away from the larger competitors?.

Erika, this is Andy. I would say it’s the combination of all those things, as market share grow as well as core customer grow. So same-store activities, same-store sales on both the merchant and card side was up about 4.5%, a little strong in Europe than in North America but in North America right around 4%.

And if you look at our card fees, both on the linked quarter and year-over-year basis, it’s reflective of the increase in same-store and sales in the customer spend.

And then if you look at balances, balances were relatively flat on a linked quarter basis, part of that is seasonality, but you see that growth year-over-year, the level of spend continues to increase, the level of utilization, so to speak, is flat to down a little bit..

Got it, and just one last question for you Andy. I was wondering if you could give us an update on where you are with regards to potential or LCR compliance with the proposals and also how much further pressure we should expect on the margin as we think about maybe potentially building the securities book further out for each Q only..

Sure, Erika. So, in terms, first of all in LCR, we are very close to that number. As you know, we ended this quarter at $90 billion in securities. We will plan to grow it to $95 billion in the third quarter, so $5 billion is more similar to what we saw in the second quarter.

And once we get to the end of the third quarter, I’ll let you know, but we’re going to be very, very close as our expectations, the final rule will come out here in the next few months and that will guide us to what our final number is. But we’re very close. In terms of margin, our margin was down 8 basis points in quarter, this second quarter.

And there are three components; the first is their securities bill, I just spoke to, which costs us about 3 basis points; the second was the reduction in CAA checking account advance fees, which runs through around these and we’ve talked about that, that cost us about 2 basis points; and then finally the loan mix, most of the growth that occurred this quarter was in the wholesale category.

In fact, wholesale overall was up about 4% and retail was relatively flat. Wholesale is a little lower yield and that cost us about 3 basis points. So that is the 8 basis points in quarter two. As we look into quarter three, I would expect the same securities in past, about 3 basis points. I would expect a similar loan mix impact of 2 to 3 basis points.

And CAA in quarter three will cause a reduction of about 5 basis points in margin, because our $39 million will go to effectively zero. So you had all that up, it’s 10 to 11 basis points. But importantly, net interest income will still grow in quarter three versus quarter two..

And this is Richard. And importantly, after that CAA, those 39 million going to zero we’re done, so that impact is over. And as Andy said, at this call 90 days to the day we’ll hopefully have both the rules and know where our final liquidity build is and we can either call it done or call it near done and give you final guidance.

But for that, all that leaves is the mix and we’re all hopeful that we’ll continue to do well on commercial and that the consumer will start to bid its own place in growth and in that case the margins will firm up.

So, we’ll telegraph you all that once those two activities at CAA and liquidity build are over, we think the margin flattens out and is very small movement along with the big reason of mix..

Thank you for such complete answers. I appreciate it..

Your next question comes from the line of Bill Carcache from Nomura..

Thanks, good morning. As we look ahead to the period where the Fed I guess excess reserve decreases the Fed [earnings] liquidity from the system.

Could you talk a little bit about, presumably in that kind of environment, the strong deposit growth that you’ve been enjoying decreases and perhaps maybe just you could comment, give us color on the packing order for your funding preferences as we look forward to a stronger long growth environment? And then perhaps also comment on whether you see banks having to, some banks having to raise more expensive funding to remain LCR complaint?.

So, Bill, I would say, our focus has been on the core deposit category, you’re seeing good growth in that category across DDA, as well as interest bearing deposits and then it’s across both the retail as well as the wholesale and corporate trust side of the equation.

We have a great funding source in our corporate trust business, which represents about 15% of our deposit base, including our DDA balances. So we have a strong core deposit and strong opportunity for continued growth. And that would be our principle preference in terms of growth as we look at increased rates.

So secondarily we have ample access to the wholesale markets in terms of debt issuance. And as you know, we have the lowest spreads out there in terms of our opportunity there, so that would be secondary delta deposit growth.

And finally, we have a entity called the Money Center, which is short-term balance sheet growth in terms of deposits for wholesale customers, which just offers us another opportunity in wholesale growth. So, those are sort of order of opportunity.

I will also tell you that we’re positively bias to increasing rates as you see from our Q and our disclosures, 1.75% or so in terms of 200 basis point parallel shift, and in addition we have about a $100 million in waivers that will come through in fee income to the extent rates go up 75 or 100 basis points..

That’s very helpful. Thank you, Andy. I had one, last one for Richard. Richard can you offer some perspective on, you gave some very helpful color in your commentary.

But perhaps anything that you’re seeing now that gives you greater confidence in the sustainability of the recovery given some of the stakes that what you see to-date?.

Hello Bill. This is more of the Richard Davis the world to see, and it’s consistent.

But I’ve always thought that and this recession as we finally come out of it, that it’s going to be the businesses that link first, in other words it’s not consumed further than like it has in many times past because the wealth of that still isn’t present given the housing values and some of the skittish nature of consumers heading down through this recession.

So I am seeing more and more the consumerism will be incentivized by price lowering and by new activities and new product innovation by the wholesale sights. And we’re seeing that, that’s why I kind of don’t mind. I don’t like the mix version but I like wholesale growing.

It makes sense to me it is growing faster and first in this recession recovery than the consumer.

That also aligns with what I think we would all agree that under giant [yelling] we’re seeing more and more while she will talk about how careful she wants to be about increasing rates, we’re taking away some of the time specificity that used to be there, we’re not linking into unemployment rates, we’re not linking it to points and time.

But we’re linking it to a sense of how much longer can rates be lower and what kind of levers would it give to Fed and start moving rates up.

I think there was announcement have been in our customers view that is coming to an end and that does encourage and incentivize people to take action and make some decisions that they have been sitting on for many, many years.

Those are both I think sustainable kind of actions that will provide us with kind of next generation of slow but steady growth back into the consumers and we’re looking for.

So businesses lead out based on a belief that things are coming to an end on low rates, consumers follow then we’re back into maybe a different kind of a recovery but one that we’re all I think we all come greatly..

Your next question comes from the line of Ken Usdin with Jefferies..

My first question is on expenses. So ex the DOJ charge they were pretty flat quarter-over-quarter and year-over-year.

So just wondering what the outlook is for cost in the back half of the year and if there is an expectation that you’ll continue to drive positive operating leverage?.

Yes we do expect positive operating leverage. If you back out the two notable items this quarter as Richard mentioned in his comments, we did have positive operating leverage both on a linked quarter as well as year-over-year basis.

We would expect to have that for the full year and we would expect to have our efficiency ratio continue to be in low 50, just like what you saw this quarter..

Okay, great. And then next on the discontinuation of the deposit advance product, I think previously you guys had stated that there is not a ton of offsets either with new lending products or fee based products that you can offer.

Just wanted to get your updated thoughts there, are there anything you’re looking at today that could offset some of that revenue give-up in the net interest income?.

Bryan, I would say, I don’t see it, not in this category we’re going to be looking more to mobile banking and some of the new innovative deposit products to offset that category. But to the extent that we would have to live within some of the new rules that have been created for that kind of a product, it would almost be a breakeven product.

And we may still while come out with something, because we want to continue to be good stores of helping people, first time customers and help people that have certainly less means than the average. But at the same time it’s not going to be a money maker. So, I wouldn’t consider it a replacement for any kind of a fee category. I will say that U.S.

Bancorp is working on and we’ll probably have a product that will be sufficient to meet a different set of customer needs that we were meeting before.

But I think we’ll start turning our attention more to things like mobile banking and mobile payments and some of our payment categories through place where we’ll be kind of forever loss and income benefit from that original checking account advance.

So, we’ll seek, it will take a longer to replace than it would have been just a straight up product but I wouldn’t count on it..

Okay. And the tax rate jumped a bit.

Was there anything unusual there? And is the outlook still for 28% going forward?.

Yes nothing unusual 28% to 29% for the full year..

Your next question comes from the line of Jon Arfstrom with RBC Capital Markets..

Just a follow-up on the expense question, Richard or Andy, where are we in terms of the expense environment for U.S. Banc? I know that periodically you have the plan B, which is a more strict approach, based on the revenue environment.

But just out of curiosity what is the message internally on expenses?.

Look, we are on plan B right now. There is plan C and D but I prefer on plan B. Our employees have been really they trust us and I appreciate that a lot. In other words, we’ve said in the outlook, new plan that we expected last November when we built 2014 was revenue up X and expenses up slightly less than X.

And as you all know, I think quarter one was the last quarter we’re not going to see that made up. And so we’ve asked everybody to reduce their expense growth, still to grow but lower level as we expect revenue to grow but at a lower level.

We’re in the middle of that now and what that just means is we’re not taking any risk, discretionary expenses and then asked, we’re asking people to watch their nickels and dimes and to keep a close eye on FTE.

That’s not sustainable but we also don’t think it’s going to need to be, but we’ll continue to employ until the economy starts to show a little more robust and sustainability.

Having said that, I think we’ve mentioned before, the key elements of expense growth are pretty much already in place with the Company; A, our CapEx, which is always the big number. We’ve viewed the last few years to really catch-up from the many years before that.

And we said our peak years behind us but we have the amortized cost that will continue further through next few. But we said our peak and that starts to move down over the coming years. We don’t see any kind of a retrace back to a high level.

We’ve got the compensation in the FTE but for these acquisitions and new partners we bring on, we’ve got a really nice steady state. Our compensation is at parity with our peers. Our performance plans pay people for performance. We’ve been paying above target for the last few years because performed at that level. So, there is not a big issue there.

And then finally on just general operating cost, we have one operating system. We’ve raised that one operating system and we bring in the company, we bring a set of same singular view of operating integrity. So, we don’t have multiple accounting firms, accounting systems and multiple technology systems that we have to integrate.

So on one hand, I told you what you all tell me which is you guys don’t have much upside in reducing your expenses because you’re already efficient. And I’ll say that's true and you’re all welcome. We worked hard at that and we’ve protected.

And I think by staying in low 50s as we’ve committed, it’s a good indicator to use that we will let revenue be the driver to expenses. But there is nothing substantial that we’re holding back on or which we had the opportunity to spend money on, it’s pretty much as the runway.

The last big dog in this hunt is whether or not compliance costs are fully burdened.

And I’m not going to be dummying up to say I think that we’re done, but I believe the best in everything I’m looking at we’ve come to a place where our operating expenses aligns with compliance audit and operating integrity is pretty much where it needs to be for a while, separate some surprise and now we’d like to put in place the last couple of quarters.

So I don’t see a big jump..

Okay. That's helpful. And maybe question for Bill Parker just on credit, I know it’s really kind of a non-issue at this point but I remember….

You want me to talk about credit. I am here..

Well, that’s part of this is that, I remember when you broke through a 100 basis points of charge-offs and that was -- that seem like a big thing and you talked about maybe been a 90 to 100 basis point charge-off bank. Now it seems like we’re bouncing around 60.

Is this the trough bill or is this feel like normal where it’s kind of bounce around or whether the puts and takes in terms of a loss outlook?.

Well, in terms of the environment we’re in, which is a stable economy, modestly improving economy, yes our outlook for our losses are fairly stable. The one area we still have some room for improvement and based on the decline and delinquencies that we saw this quarter would be in residential mortgage. So, there is still room for improvement there.

But for this type of environment that, that 90 to 100 that you mentioned we’d refine that every quarter, right now it’s 96. But that's a through the cycle measure, it looks of good times and the bad times. So right now where we’re at is a comfortable spot for this type of environment..

Okay.

And Bill anything making you nervous or anything where you’re holding the line and saying that we’re not going to do that?.

Well, I wouldn’t be doing my job for some of those. But in general, we have not materially changed any of our underwriting standards. The only thing we did coming out of the downturn was do some controlled expansion on our indirect auto portfolio, that's gone well. We’ve had strong originations in that space, but it’s all very high credit quality..

Okay, all right. Thank you..

Thanks Jon..

Our next question comes from the line of Dan Werner with Morningstar..

Good morning. Thanks for taking my question. I guess relative to with credit quality kind of expanding on that, with commercial loan growing and kind of driving the loan growth here and stable credit quality you’re still releasing reserves here.

Should we expect that to continue or reverse going forward as loans continue to grow here?.

Well, some day, yes. And I can’t tell you the exact infection point. But our reserve release this quarter was $25 million, so very modest less than or about a penny of share.

So whether we release a little or start adding a little depending upon the strength of loan and commitment growth, I’d say it’s not that relevant to the earnings potential going forward. But we watch that, we still have little bit of credit improvement to go and so we watch that balance that with our loan and commitment growth..

Yes, Dan, it will be a super easily telegraph very soft turning the corner that if when that happens in the inflection. So, you won’t be surprised by one quarter over the next because it’s a very slow process. And eventually I’d love to be adding to loan losses because the loan growth is so robust and because we should prepare for years forward.

So, that to me at the end of the day won’t be a bad outcome, but we’re not there yet..

Okay.

And then second question on mortgage revenue, I had in my notes that to expect like between $225 million and $250 million in revenue, is that still consistent or relatively the range that we’re going to see for the rest of the year?.

Yes, I think that's in the range. So, if you look into the third quarter versus the second quarter, this is Andy. We would expect mortgage application volume to increase slightly, typical seasonal increases, but the servicing revenue will down a bit. So I would expect it to be flat to down a bit from this quarter..

Your next question comes from the line of Keith Murray with ISI..

If you could just touch on the fee momentum, it looks like you had pretty broad momentum in fee category this quarter. You’ve obviously just touched on the mortgage outlook.

But can you just give a sense of which line items or which categories, ex-seasonality in 2Q, you feel like there is good underlying momentum that could carry through in the back half of ‘14?.

Sure. This is Andy again. So across our payments businesses, we saw growth in all four categories. I would say most of that government pressure that we had seen in corporate card is behind us and that government actually grew this quarter, as well as corporate.

So corporate fees are good, merchant processing fees continue to grow, card fees continue to grow. Our trust and investment management is doing very well both on the wealth management side, as well as the corporate trust side.

Commercial product fees, which is reflection of corporate and wholesale activity continues to grow, investment management is growing. So we’re actually seeing growth across many categories of our fees.

And including deposit service charge, which is more seasonal and based on days, but really I wouldn’t say there are any particular weaknesses and strong growth across all. And I thank all of them are quite leveraged to an economic recovery. So, to the extent the growth accelerates, so I think we’ll see even accelerated the growth..

And I would add to that, Keith, with interest rates and FX volatility solo that’s the area where that line continues to be under some pressure. But as Andy said, it’s very positively extorted into the economy. So the backlog is good and corporate bond fees are on track.

So, we’re seeing some of those coming back to some level that make sense as the economy starts to warm up a bit. But that would be there lag rates as we go through the list of key businesses that we watch..

Thank you. Maybe one for Bill, can you give an update on the sneak review, was any of that in this quarter, I am assuming it’s going to be in the third quarter for you guys, but just any thoughts on the process this year versus past, et cetera..

Yes, I am glad you asked that actually, because usually we do get the results in August, but this year we got them early. So we have processed everything, it’s in our results. Any changes for us were completely immaterial. We had excellent results.

We have not seen sort of OCCs that are the regulators industry publication, which give some insights into where they saw stress on really just speaking for our portfolio. But we’re in and done with it and no material impact..

Okay, thanks.

And then last one, seems like GAAP assets were up about 10% year-over-year, the Basel III risk weighted assets were up around 7%, is this just a mix thing meaning more securities, highly rated securities or is there any kind of optimization going on that you guys are focused on?.

It’s exactly what we said. It’s the securities growth at a lower risk weighted asset..

Your next question comes from the line of Brian Foran with Autonomous..

So on the loan growth, I mean clearly you guys are doing very well. I guess, one of the things I’d scratch my head is when I benchmark you to the large domestic banks and the HA or what’s come out so far in the quarter, clearly the 6.7% year-over-year growth ex-charter one is best-in-class.

But then when I benchmark you to the kind of head line numbers for the system, it’s about a line. And it seems like that this can act a clearly there is the small bank trend, which you’ve talked about in the past.

And I was hoping you could update us on where you see that level of competition? But then B, there is this kind of new trend of foreign banks really growing quite rapidly at least in the total system data.

And I was wondering if you could also offer any thoughts you have there? Is that something that is material and you’re seeing in your markets or is that more happening in the capital markets and leverage lending and not really affecting you?.

Yes, sure. This is Richard. So, first of all, I guess, I think there are four categories. I think of that you said the kind of domestic banks, I think that the regional banks like us, I think of community banks, and I think of the foreign banks.

And our intelligence, neither the community banks nor the foreign banks, was taking any market share or creating any impairment to our growth. So, I can’t really look at all the data that you’re looking at. On the HA we typically are about half to twice better than those averages as we track it ourselves. So it’s consistent with what we’re seeing.

Community banks are -- they’re not as diversified, so they will go down the path on one or two loan product type and we’ll fight a good fight in certain smaller markets. At the end of the day when you’re looking for a customer with a need for more than just one loan or one type of loan, we typically win the day on that.

And the foreign banks maybe it’s because we’re more centrally located in the middle of country and even to the West Coast, but they are simply not creating a burden to us that we’ve noticed at this point and they have in the past, so both of those categories have found us in the times before.

I think I’ll take it backdoor to the longstanding rationale that we’ve used to take it outside of it, I wonder what they are doing to, that make sense category and that is our funding advantage is just substantial, I mean they’re real. They’re very real and they are very big.

And you compare to any of those other three groups from the larger money center banks, to the community banks, to the foreign banks, we view them every time. So thus for this management team getting greedy or sloppy and letting too much of that benefit go away altogether, we’re letting it build itself out.

I mean the higher pricing benefits to the highest quality customer, which is why we can have high quality, have growth and have that on a lower risk side and use some of that advantage. So hopefully that makes sense as to why we’re doing. There is no magic here and there is no sustainably risk of this going away unless we were to harm our own ratings.

So we’re not planning to do that either. So, hopefully Brian that gives you a little more color..

That does. Thank you. All my other questions have been asked. Thanks..

Our final question comes from the line of Nancy Bush with NAB Research..

I am express a little bit of concern about the behavior of consumer deposits as rates rise and wondered if you’ve given much thought to the issues if you guys are testing, if you see the need for any new or different products this time around or if you expect things to be pretty sticky?.

Nancy, this is Andy. I do think we’re going to see a decline in deposits overall more than what we had seen historically when rates start to move up and we’ve actually modeled that in our rate sensitivity when we give you our numbers.

The best example I think is our DDA levels have gone from about $50 billion to almost $74 billion and I do expect, because there is low opportunity cost of that DDA today as rates move up, we’re going to see some decline there. So, we are modeling it that way. We are preparing for it that way.

And we also have a number of consumer products that we’re testing in different markets in terms of a little higher rate to continue to grow core deposits..

Yes, and I’ll add to that Nancy. I said home deposit start to fall because that would be a great indicator that people are using their cash. As you know then they’ll use our -- the line they have been paying for and then they will give a new line. That brings me to utilization a little bit.

We are seeing utilization continue to be slowly but surely getting better, slowly is the operative. We are not seeing a huge turn but actually this last quarter was the first increase in our wholesale utilization since 2008, smaller than it might be that’s a pretty big deal and that’s along with the potential of deposits starting to come out.

Those would be actually good signs I think of consumers and businesses using their money and then some of our money to kind of fund their growth.

But I will say we also have this advantage that we want to remind people of on the core deposit side with our corporate trust business, which has a fair amount of contractual difference and distinction 15% or so of our non-interest bearing comes from that safer category.

And no matter what the stress test that we provide will result in, it allows us with a little bit more of a foundation core deposits that at the end again with this corporate trust we don’t talk enough about but provides the distinction and the uniqueness to our portfolio..

Thanks for pointing that out.

Richard, your thoughts about the payments businesses right now, are you seeing any opportunities, are you more or less excited as you see better economic activity to add to the payments portfolio?.

Yes, I am really loving it I mean we have it. One of the things I often say to you Nancy directly and the others is, if you like us now you are going to love us all when things get better.

But one of the things that we haven’t talk much about is the R&D that we have been spending on payment, mobile payments, not thinking so much as payment which is a space we should be leading in. And there are so many derivatives of what possibly happen and next that people wanting to pay for things and track things and move things.

And just about every single prototype we can think of, testing all kinds of different programs and I look forward to the chance to showcase some of those outcomes.

It’s our style not to talk about the things we are filing because I want to try them first and while I telegraph that to others and if they don’t work then you will never know and if they do we will brag about it endlessly.

But I think payments it’s going to be that next step and I think of my response to the question that Bill or Brian asked, I think it’s going to be the replacement fee opportunity for banks as we get to the more core checking cost and start getting paid for helping people see, track and move their money more naturally and more quickly in this environment.

So I like payment for that reason and I like to diversify.

Andy, told you government is turning the corner at least stop shrinking, corporate is getting strong as some of these other green shoots we’ve seen in C&I and the consumer, based on credit volume year-over-year, was up 9%, debit was 5% and prepaid, which is our favorite new space which we have created and graded up 22%.

So, for us the payments is a good place to be and like the balance sheet if you like it now you are going to love it later but I think it’s entirely it’s actually favorably toward an increasing economy. So, we will cross our fingers..

And I have to throw in one thing, Richard. I haven’t heard the word darn since the last couple on Cassidy movie I watched..

I haven’t seen one lately and I can’t tell you it came from L.A., so I am not sure where it came from. I think that’s for Bill, Bill would you darn.

Jackie, do we have any other?.

Not at this time..

All right. Thank you for joining our call. Please call me this afternoon, if you have any other question. Thank you..

Thank you. This concludes today’s conference call. You may now disconnect..