Welcome to the U.S. Bancorp’s Third Quarter 2022 Earnings Conference Call. Following a review of the results by Andy Cecere, Chairman, President and Chief Executive Officer; and Terry Dolan, Vice Chair 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 11:00 a.m. Central Time. I will now turn the conference over to George Andersen, Director of Investor Relations for U.S. Bancorp.

Thank you, Allan and good morning, everyone. With me today are Andy Cecere, our Chairman, President and CEO; and Terry Dolan, our Vice Chair and Chief Financial Officer. During their prepared remarks, Andy and Terry will be referencing a slide presentation. 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’d 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 Andy.

Thanks, George. Good morning, everyone, and thank you for joining our call. Following our prepared remarks, Terry and I will take any questions you have. And I will begin on Slide 3. In the third quarter, we reported earnings per share of $1.16, which included $0.02 per share of merger and integration charges related to the planned acquisition of MUFG Union Bank. Excluding these notable items, we reported earnings per share of $1.18 for the quarter. During the third quarter, we achieved record net revenue totaling $6.3 billion. Third quarter results were highlighted by strong revenue growth, well controlled expenses and stable credit quality. This quarter, we added $200 million to our loan loss reserve, reflecting loan growth and are consistent through the cycle underwriting approach to risk management. At September 30, our CET1 capital ratio was 9.7%. Our tangible book value per share totaled $20.73 at September 30, or 3.2% lower than the prior quarter, driven by the impact of rising interest rates on our available-for-sale securities. Slide 4 provides key performance metrics. Excluding notable items, we delivered a return on average assets of 1.24% and a return on average common equity of 16.2%. Our return on tangible common equity was 21.4% on a core basis. Slide 5 highlights continued positive trends in digital engagement as consumer and business customers gain a deeper understanding of our digital capabilities and benefit from our digital plus human approach. Slide 6 shows progress across our digital and payments initiatives that are both deepening our core competencies and expanding our competitive advantage which we believe will drive meaningful profit and return referred penetration to our company. One example of our digital initiatives is our launch of Talech Register, a next-generation all in one payments and business analytics platform that is helping to bring greater simplicity, convenience and efficiencies to the point-of-sale for our business banking customers. On the right side of the slide, you can see the continued momentum we are gaining in real-time payments transactions. Year-to-date through September 30, the total number of transactions are 17x higher than the full year of 2020. Recently, we introduced an innovative real-time payment solution to auto dealers where we provide loan funds instantly after a loan contract is finalized. This gives our participating dealer clients greater control over cash flow and helps to improve their day-to-day operational efficiency. Turning to Slide 7, our business banking initiative continues to gain traction with steady progress both in growing accounts and expanding wallet share. Growth in relationships with both banking and payments products has continued to meaningfully outpace growth in total relationships over the past 12 months. Looking ahead, we expect recently launched in innovative offerings and development to help further deepen our existing relationships between business banking and payments customers. Now let me turn the call over to Terry, who will provide more detail on the quarter.

Thanks, Andy. If you turn to Slide 8, I'll start with a balance sheet review followed by a discussion of third quarter earnings trends. Average loans increased 3.9% compared with the second quarter, driven by 6.5% growth in commercial loans, 4.7% growth in mortgage loans and 6.0% growth in credit card balances. Commercial loan growth reflected increased business activity and higher utilization rates across both large corporate and middle market portfolios. Underlying demand remains healthy as we continue to focus on appropriate return opportunities to prudently deploy our capital. In the retail portfolio, we saw solid linked quarter growth and year-over-year growth in credit card balances, reflecting strong spending activity and lower payment rates. Purchase mortgage market share gains and lower prepayment activity continued to support residential mortgage balance growth. Turning to Slide 9, total average deposits increased slightly compared to the second quarter. Growth in total interest bearing deposits more than offset the impact of lower total noninterest bearing deposit balances as customers respond to the rising interest rate environment. Total average deposits increased by 5.9% compared to a year ago. Slide 10 shows credit quality trends, which continued to be strong across our loan portfolio. The ratio of nonperforming assets to loans and other real estate was 0.20% at September 30, compared with 0.23% at June 30 and 0.32% a year-ago. Our third quarter charge-off ratio of 0.19% improved slightly versus the second quarter of 2022 and third quarter of 2021 levels. The allowance for credit losses as of September 30 totaled $6.5 billion, or 1.88% of period end loans. The $200 million increase in our reserve this quarter was primarily reflective of loan growth and to a lesser extent uncertainties in the economic outlook. Slide 11 provides an earnings summary. In the third quarter, we reported $1.18…

Thanks, Terry. The investments we have made and continue to make across our business lines are paying off in terms of improved customer experience, new customer acquisition and deeper relationships. Expense management is a priority and we continue to target positive operating leverage in 2022 and beyond. We look forward to closing on the Union Bank acquisition, pending regulatory approval. This is a unique opportunity at scale in one of our core markets, and we remain confident in the strategic and financial merits of the deal. The credit -- the current credit environment is benign. In fact, our net charge-off ratio in the third quarter remain near historic lows, and we are not seeing any meaningful early stage metrics that causes concern. That being said, we recognize the pressure points are building in several areas of the economy that could lead to stress in the future. Borrowing costs are increasing, inflation is high, savings rates are starting to decline and the stock market is well off its highs. So while the backdrop is favorable today, it would not be surprising to us to see an economic slowdown develop at some point driven by lower confidence levels, which may lead to reduced spending and business investment. There are a number of scenarios that may play out over the next several quarters. We are preparing for a range of possible outcomes by prudently managing credit, liquidity and capital, so that we continue to grow within our -- through the cycle risk management framework and deliver industry leading returns. In summary, our investments are paying off. We remain diligent stewards of capital. Our balance sheet is strong, and our focus is firmly fixed on managing the company for the long-term. I'll close by saying thank you to our employees. Your hard work and focus are doing the right thing for our customers and communities every day, its recognized and appreciated. We'll now open it up to Q&A.

[Operator Instructions] John Pancari with Evercore is online for a question. Go ahead.

Good morning.

Good morning, John.

On your commentary around the CET1, falling to 8.3% a close, but need to get back up to the 9% before you resume buybacks. Can you give us a little more color on that in terms of timing around when you think you can reach that 9% with the PA accretion, and how we should think about the magnitude of buybacks at that time? Thanks.

Yes, thanks, John. So again, our expectation is a closing up 8.3%. But we do expect that will get to roughly 9% within about four quarters. And a big part of that will be, obviously, earnings growth driven by the accretion of the mark-to-market that will end up impacting earnings during that particular timeframe. So, our expectation and what we have been signaling in the past is that we would start our share buyback program once we get to that 9%. So, about four quarters.

Okay, all right. Thank you. That's helpful. And then just separately, can you just give more color on the payments trends that you're seeing both in the merchant processing and corporate payments businesses? And maybe if you could just talk about the potential moderation and activity there you could see as the economy reacts to the Fed action?

Yes, John, this is Andy, and it's interesting. From a credit card spend standpoint, while the categories of spend as we've talked about before have shifted a bit, the level of spend is still fairly strong, about 10% on a year-over-year basis and about 30% above pre-COVID levels. We did get impacted, as Terry noted in his prepared comments, by the FX rate of the pound in our merchant processing and excluding that our revenues would have been up -- just up over 9%. We can -- we -- as well sort of a related topic, we see -- for 2 years, we have seen our consumer deposit levels by account increase. And as we mentioned, last quarter, it's been flat for the second quarter and it's relatively flat, not down modestly here in the third quarter. So we would expect some moderation of spend, but we're not seeing it yet.

Okay. Thanks for taking my questions.

Thank you.

Matt O'Connor with Deutsche Bank is online with a question.

Hi, Matt. How are you this morning?

Hello, this is Nathan Stein on behalf of Matt O'Connor. I just want to follow-up quickly on the payments outlook. I think previously, you've talked about higher than normal year-over-year growth in the second -- in second half of this year before moderating to high single digits next year. Just to follow-up on what you were just talking about. Does that guidance still make sense in this environment?

Yes, I mean, our expectation is with respect to our payments revenues of high single digits and we think that based upon what we are seeing with respect to consumer spend at this particular point in time is that, is still very realistic. As Andy said, relative to pre-COVID, volumes continue to be very strong. And while there is a bit of a shift with respect to where that spend is occurring, it's still continuing. The other thing is that where -- if and when transaction levels start to tail off, I think the impact of inflation will have an offsetting effect. So we still feel pretty confident about it.

Okay, great. Thank you so much. That's helpful. And then one quick follow-up question. Can you just touch on the plan to manage the balance sheet post the deal closing whenever that is? I think total assets were just above $600 billion at the end of this quarter. And with Union Bank, it'll push you above the $700 billion threshold. So how are you thinking about that going forward?

Yes, our expectation is that we'll continue to manage the balance sheet in a very prudent way, looking for and supporting relationships that are higher profitable sort of relationships. Our expectation is that -- because I think where you're heading is really related to CAT II, our expectation is that the earliest that we would get into that category is the end of 2024. But our ability to manage risk weighted assets and balance sheet levels may extend that to some extent.

Thank you.

Mike Mayo with Wells Fargo is online with a question.

Good morning, Mike.

Hi. I think at a recent conference, you said that you will not achieve as much synergies from Union Bank next year as you originally thought, but no change in EPS guidance. Did I hear that correctly?

Yes, that is correct. And if you think about the dynamics, Mike, while the timing has changed and the synergies associated with the $900 million of synergies that we expect to achieve when fully implemented, the timing will be offset to some extent by the accretion of the mark-to-market will be a little bit stronger. So we still feel pretty confident with respect to the accretion levels that we have guided in the past.

Right. So instead of 75%, you said 40% to 45%?

Yes, 40% to 50%.

40% to 50% and 6% EPS accretive. So if you're getting less merger synergies next year than you originally thought and you have the same EPS guidance, are you de facto increasing the end result of expected accretion from Union Bank?

Yes, I don't think that we're moving off of our estimates that we have provided in the past at this particular point in time, I think we need to get beyond the closing, the approval and then the closing before we would -- I think would significantly change any estimates at this point.

Okay. And any early guidance for next year? Some other banks are giving some general kind of guideposts for 2023 in terms of operating leverage. And your guidance is saying this would be some of the best operating leverage in over 5 years, I guess. And just trying to figure out how confident you are in that continuing. I know you invested for a number of years in the tech infrastructure. And now you hope to capitalize on that at a time when business is coming back. But how much follow-through should investors expect for this positive operating leverage?

Yes, Mike, we're focused on positive operating leverage on a core basis and we'll continue to achieve that. Next year has a fairly large moving prior with Union Bank coming on. So that is going to be our top priority is to make sure we successfully convert and integrate that in this company, which will allow for more positive operating leverage, but that we haven't provided any guidance update on that yet.

All right. Thank you.

Thanks, Mike.

Erika Najarian from UBS is online with a question.

Good morning, Erika.

Hi. Good morning. Terry, I'm going to have to ask you about the 8.3% pro forma CET1 that you mentioned. You’re estimating at close. I think I didn't realize that there has been a significant conversation in the market that perhaps it has contributed to the 3 months underperformance with concern about the widening of the interest rate marks. So I think that announcement you were looking at a 50 basis point loan mark up on UB's loan portfolio that you're bringing over, given that a significant portion in that portfolio is resi. I think there was a lot of math being done in the buy side, that was, let's say, a 100 basis points lower than what you were giving us. So I guess my question here is, how is the Street getting the math wrong? Or are there protections that are built into the deal? Or are there hedges on UB's balance sheet that seems to be protecting your pro forma CET1 from a greater day one mark relative to how interest rates have moved since announcement?

Yes, I think it could be a combination of different things. I mean, for example, there is an expectation that they will deliver a certain level of tangible book value and to the extent that they're available for sale portfolio is impacted. Prior to the acquisition, there is kind of a make whole provision within the agreement related to the available for sale securities, so that is part of it. I think some of it could be just what the assumptions are related to the duration of the resi portfolio. And then again, we'll end up looking at and managing in this rate environment the balance sheet as prudently as we can to ensure that we're allocating capital to the appropriate businesses during this timeframe. So it's a combination of a different variety of different things, Erika.

Got it. So I guess that's the question -- as a follow-up question, that $6.25 billion that they have to deliver there's a make whole provision on the AFS portfolio, but not on the loan portfolio I'm presuming, is what you're saying, Terry?

That is true. Yes.

Got it. Is there -- and I'm presuming also there's a potential CDI offset at close that could help offset. But obviously that would be a higher amortization cost in day two and after?

Yes, I mean, it's a combination of a whole variety of things. I mean, it's not only the interest rate marks, but it's what is the loan portfolio look like in terms of overall quality relative to kind of what our original estimates were, we think that that is slightly better, the CDI. I mean you have to look at all of the different moving parts in terms of coming up with what we think the final impact of the mark-to-market is going to be.

Got it. Thank you so much.

Bill Carcache with Wolfe Research is online with a question.

Thank you. Good morning, Andy and Terry. How are you?

Bill.

Hi. So we started nice remixing out of available for sale and held to maturity. I wanted to follow-up on that and more specifically whether there's room for you to take the mix of available for sale higher? It'd be helpful if you could just give some color on what guides your decision on how high the HTM mix can go?

Yes, great question, Bill. So, today we're currently at about 53% held to maturity versus available for sale. And we moved some securities in early July, when rates dipped, that allowed us to be able to kind of increase that percentage. The other thing that we take into consideration is the fact that with respect to the AFS portfolio, there's also floating rate securities that have very little impact with respect to AOCI. So when you end up combining that together, it's about 60%, that is protected, substantially protected for movements in interest rates. So think about it almost as a 60-40 sort of split in terms of the sensitivity to interest rates. And is there opportunity? I mean, we'll continue to look at whether that makes sense, relative to our balance sheet positioning. But at least right now we feel pretty comfortable with that mix. It gives us the AOCI protection as well as some flexibility with respect to managing the balance sheet. And then the other thing you have to kind of think about is that, we have Union Bank that hopefully we'll be closing on here in the fourth quarter. And that ends up influencing decisions that we make with respect to the positioning of the balance sheet. And excuse me, of the securities portfolio, and then also with respect to deposits, we're going to have a significant amount of deposits coming on and that's going to help us as well.

Very helpful. And separately I wanted to follow-up on funding and more specifically, the decrease in noninterest bearing deposits. Is it reasonable to expect that your mix of noninterest bearing deposits is going to gradually revert to pre-COVID levels as the Fed proceeds with QT? Maybe if you could address that, if you have any views sort of at the industry level and then specifically for USB?

Yes, well, I certainly think that QT is going to put pressure on deposits overall. And as interest rates rise, you'll continue to see a shift out of noninterest bearing toward interest bearing, whether -- when I think that the assumption with respect to pre COVID may make sense, depending upon how much they bring their balance sheet down, et cetera, how much liquidity they leave in the system. With respect to us, it probably -- if I had to make estimates, I would say that it probably stays a little bit better than where it was pre-pandemic in part because we've grown our consumer portfolio, which tends to offset that. And then we've also worked hard to focus within our corporate trust business on retaining those deposits that are more operational in nature. And as because they're more operational in nature, they tend to be more interest bearing -- noninterest bearing as opposed to interest bearing.

That makes sense. And sticking with that theme, in terms of the mix of debt relative to your overall funding, that's still well below fourth quarter '19 levels. Can you speak to the likelihood that we should expect that to gradually remix to -- back to pre-COVID levels?

Yes. Again, I think the broad assumption would be fair, but again, keep in mind that Union Bank is going to be coming on. And they have a significant -- they actually have a higher percentage within their deposit base, its consumer based. And so I think you have to kind of look at the entire mix. And I think we're going to be -- U.S Bank, I think, specifically is probably going to be in a better position than we were pre-pandemic.

That's great. Finally, if I could squeeze in one last one. Could you speak to your ability to bring off balance sheet money market funds back on balance sheet, maybe some of the dynamics surrounding that?

Yes, great question. So, currently, we have about 100 -- roughly $130 billion in money market funds. And that is a business that's very tied to our Institutional Investor Services business. Based upon what we need to do from a funding perspective, we have the ability from a pricing point of view to bring that back on balance sheet, or off balance sheet, but it's pricing decisions that then influence customer behavior. And it is a great source for us from a funding standpoint as there is more pressure in deposits going forward.

Great. Thank you for taking my questions.

Gerard Cassidy with RBC is online with a question.

Hey, good morning, Gerard.

Hi, Gerard.

Hi, Terry. Hi, Andy. Terry, I think in your comments you talked about the residential mortgage business and the gain on sale margins were lower. And I think you reference, there's still excess capacity in that line of business. Can you share what’s your outlook? You've seen some of that capacity coming out in the fourth quarter, if rates remain elevated for the purge over the refi activity, of course, being negatively affected by elevated long-term rates?

Yes, we certainly are seeing capacity come down in the industry, I think you'd seen various announcements of bank and non-bank mortgage operations, kind of pulling back or reducing capacity. I think it probably still needs to reset to some extent, what's happening with rising rates and the impact that it might have on both refinancing as well as home sales. But we do see it coming down. Our expectation is that gain on sale margins stabilize and probably for us improve a bit. In the third quarter, our gain on sale was down maybe a little bit more than what we had anticipated. But about half of that, excuse me, about half of that is really driven by the mix between correspondent and retail, and the other half of it, which is really more revenue recognition, some timing issues and some secondary kind of market valuation issues, which we think will reverse a bit.

Very good. I saw when we looked at your average loan portfolio, obviously, you've had some very nice growth and seen a very strong growth year-over-year. We're hearing some market chatter and I don't know if it's just the equity REITs are squawking, but apparently the commercial real estate mortgage business might be a little more or less liquid today. Any color that you guys can offer on what you're seeing in commercial mortgage real estate? Is it an area that you're pulling back some? I know you had growth, but maybe some color and insights on what you're hearing and seeing and what your views are for that business?

Yes. Certainly with respect to commercial real estate, it's an important business for us, and one that will continue to be very focused. And I think part of it is just dynamics in the marketplace. If you end up looking at large corporate REITs sort of financing, I -- we continue to lend in that particular space, we actually probably saw some growth in the third quarter. But we do know homebuilders are starting to pull back, and even making decisions to maybe pull out of potential projects they were planning on doing. And then in the middle market space, in terms of commercial real estate, it's actually still from a pricing standpoint, pretty competitive. And people extending terms associated with that and that's the space that we're not comfortable with at this particular point in the cycle. So we're seeing a little bit of a pressure maybe in the middle market space, but we're fine with that.

Very good. Thank you.

Thanks, Gerard.

Ken Usdin with Jefferies is online with a question.

Good morning, Ken.

Hey, good morning, Terry. Thanks. I want to just ask a little bit more on the whole outlook for deposits. I know you talked about the mix. Just wondering just what you guys are seeing given the fact that you have a little bit of a different mix versus most of the peers in terms of any updates and what you're thinking about where betas eventually go to, just given that we're in a completely different rate regime than we might have all thought 6 months ago?

Yes. Well, maybe I'll kind of start just by reiterating if we end up looking at the mix of our deposit base, it has changed a little bit relative to maybe what we were 3, 4 years ago, et cetera. Certainly we went through the last rate rising cycle, a little stronger consumer, a little more focus around operational deposits within our Trust business, et cetera. Trust is also on a relative basis represents only about 15% of our deposit base today. And then again, think about Union Bank coming on and you know some of the dynamics that that will bring. But coming back to deposit betas then maybe with that context, we're actually performing probably better than what we might have expected. I think deposit betas were about in the second quarter about 30% coming up from about 20%. We would expect that to be maybe in the high 30s as we get into the fourth quarter. But certainly as rates continue to rise and the Fed continues to be very aggressive, it's going to migrate to higher percentages. Our through the cycle estimate right now it's still kind of mid 30s, though, we kind of think about the entire rate cycle that we're going through.

Okay. And then as a follow-up to that, so as that plays forward, you're still expecting good NII growth into the fourth quarter. I know you're giving '23 guidance, but just can you help us understand like what is the gives and takes to make? Can you still grow NII post the fourth quarter sequentially? Or is it just a reality check about some of these mix and beta functions that make that tougher?

Yes, well, I think that we can continue to grow NII as we get beyond the fourth quarter. What I would say, though, is that probably the pace of growth changes in the industry. And that'll be a function of -- it'll be a function of the deposit betas changing. And the loan growth that, certainly the industry has been experienced, I think is very strong. I don't know whether it'll keep that particular base as we kind of continue to move forward.

All right. Understood. Thank you, Terry.

Betsy Graseck with Morgan Stanley is online with a question.

Hi, good morning.

Hey, Betsy.

Hey, Betsy.

On your own securities [technical difficulty], it would be helpful -- maybe you could give us a sense as to how we should be thinking about the pull to par in AFS book, like, if I know it's a big F, but if rates don't change from here, or how many quarters or years is it that we should be breaking into our models?

Yes, well, I think what we have said is that the duration of the portfolio is a little over 5 years. So if you think about -- if you think about that, I think that probably gives you some guide with respect to how AOCI kind of comes into the capital equation.

Okay. So it should -- it's like a longer than 5-year period?

Yes, a little bit longer, but not much.

Okay. And is there anything you're thinking about with regard to restructuring the books once Union Bank comes on?

Yes, it's -- again, we'll take a look at all the balance sheet and kind of see where it makes sense. We do expect that we might remix the securities portfolio when it comes on. We may end up increasing HTM as a result of what we bring over et cetera. So it is definitely something we will take a look at.

And then just separately on the consumer lens that you have in the payment side, could you just give us a sense as to what you saw on 3Q? I know 3Q tends to be a relatively strong quarter for you. Any changes in behavior, any insights as to how you think 4Q will end up shaping up?

So, Betsy, the consumer spend levels overall continue to be strong, they were up and credit card spend about 10% on a year-over-year basis, about 30% above pre-COVID levels. The mix of categories has changed a bit consistent with what we've talked about before, a little bit away from hard goods to more services and a little bit away from non-discretionary -- to non-discretionary from discretionary. So that shift in spend that we have been discussing continues, but the overall levels are also still very strong.

And the savings levels of the consumers are hanging in there?

Yes, Betsy. So I mentioned that we saw increases across all stratas of balances for about 2 years, but the last two quarters have been stable across all the category. So not growing anymore, but not shrinking dramatically as well.

All right. Thanks so much.

You bet.

Hey, Ken, I just want to clarify something with respect to deposit betas just to make sure that I've got the percentages right. The deposit betas in the second quarter were about 20%. Deposit betas in the third quarter were just shy of 30%. And we would expect that increase to continue as rates rise and to accelerate a bit -- and again probably in the high 30s when we get into the fourth quarter.

We have no further questions at this time. I will now turn it back to George Andersen. Please continue.

Thank you for listening to our earnings call. Please contact the Investor Relations department if you have any follow-up questions.

This concludes today's conference. Thank you for participating. You may now disconnect.