Regions Financial Corporation (RF) Q4 2013 Earnings Report, Transcript and Summary

M. List Underwood - Director of Investor Relations O. B. Grayson Hall - Chairman, Chief Executive Officer and President David J. Turner - Chief Financial Officer and Senior Executive Vice President

Paul J. Miller - FBR Capital Markets & Co., Research Division Gerard S. Cassidy - RBC Capital Markets, LLC, Research Division John G. Pancari - Evercore Partners Inc., Research Division Kevin Fitzsimmons - Sandler O'Neill + Partners, L.P., Research Division Craig Siegenthaler - Crédit Suisse AG, Research Division Erika Najarian - BofA Merrill Lynch, Research Division Sameer Gokhale - Janney Montgomery Scott LLC, Research Division Kenneth M. Usdin - Jefferies LLC, Research Division Matthew D. O'Connor - Deutsche Bank AG, Research Division Betsy Graseck - Morgan Stanley, Research Division Keith Murray - ISI Group Inc., Research Division Ryan M. Nash - Goldman Sachs Group Inc., Research Division Josh Levin - Citigroup Inc, Research Division Matthew H. Burnell - Wells Fargo Securities, LLC, Research Division Marty Mosby - Guggenheim Securities, LLC, Research Division Gaston F. Ceron - Morningstar Inc., Research Division Vivek Juneja - JP Morgan Chase & Co, Research Division

Good morning, and welcome to the Regions Financial Corporation's Quarterly Earnings Call. My name is Stephanie, and I will be your operator for today's call. [Operator Instructions] I will now turn the call over to Mr. List Underwood to begin.

Good morning, everyone. We appreciate your participation on our call this morning. Our presenters today are our Chief Executive Officer, Grayson Hall, and our Chief Financial Officer, David Turner. Other members of management are present as well, and available to answer to questions as appropriate. Also as part of our earnings call, we will be referencing a slide presentation that is available under the Investor Relations section of regions.com. Finally, let me remind you that in this call, and potentially in the Q&A that follows, we may make forward-looking statements, which reflect our current views with respect to future events and financial performance. For further details, please reference our forward-looking statement that is located in the appendix of the presentation. With that said, I'll turn it over to Grayson.

Good morning, and welcome to Regions' Fourth Quarter 2013 Earnings Conference Call. We certainly appreciate your participation and interest in Regions Financial. Overall, we are pleased and encouraged by our achievements and results in 2013. During the year, we focused on the fundamentals, serving the financial needs of our customers and communities and building stronger relationships with them. We began 2013 with 3 important business priorities: first, loan growth; secondly, customer relationships; and also third, prudently managing expenses. Through the focused execution and dedication of our team, we accomplished these goals and made meaningful progress. For the year, total new and renewed loan production increased $4.5 billion or approximately 8%. As a result, we experienced $1.3 billion of balance sheet loan growth in 2013, which excludes the residential first mortgages -- mortgage loans transferred to held-for-sale, which I'll address momentarily. This growth was achieved by expanding our customer base, and deepening our relationships with existing customers, aided by a new initiative launched in 2013 called Regions 360. This is a very deliberate and prescriptive approach to building a strong relationship banking culture on a foundation of trust. Further, we increased our total number of customers and households in a diversified manner. Business lending achieved solid growth in 2013, led by commercial and industrial segment. This segment increased $2.7 billion from the end of 2012, primarily driven by specialized lending teams. Also we believe our investor real estate segment is close to stabilization, as new loan production continues to increase and payoffs and pay downs diminish. On the consumer side of the balance sheet, our indirect auto portfolio experienced a very strong year with production up 35% and loans increasing 32%. We accomplished this by expanding our dealer network by 12% and increasing our average loans per dealer by more than…

Thank you, Grayson, and good morning, everyone. Today we reported earnings of $219 million for the fourth quarter. And as Grayson mentioned, there were a number of notable items occurring in the quarter that warrant further explanation. I'm going to go with those first and then I'll get back to the core operating results later. In the fourth quarter, we identified approximately $686 million of primarily accruing first lien residential mortgages that were classified as troubled debt restructurings and transfer them to held-for-sale. The majority of these loans were originated prior to 2007 and approximately 40% are located in Florida. We expect to execute a sale of these loans early this year. In connection with the loan transfer, we recognized incremental net charge-offs of $151 million, however, this was partially offset by $76 million of allowance for loan losses. As a result, the pretax net income impact of the transaction totaled $75 million. Also in the fourth quarter, we terminated 2 leveraged leases, incurring a $39 million gain, however, the tax expense related to these terminations was $33 million, and therefore, the benefit to net income was $6 million. In connection with the branch closures that Grayson mentioned, we incurred additional pretax expenses of $5 million in the quarter. In addition, as Grayson also mentioned, at the end of the quarter, we recorded a $58 million regulatory charge, associated with previously disclosed matters dating to 2009. We are in discussions with our banking supervisors to resolve their inquiries on these matters, and although you may have additional questions, please recognize that we cannot comment at this time beyond this disclosure. Also the company incurred a $40 million reduction to overall income tax expense, primarily related to the valuation allowance for certain state net operating losses that occurred in previous years.…

Thank you, David. We are ready to begin the Q&A session of our call. We have a number of you already in the queue, and we want to take as many as possible this morning. [Operator Instructions] Now, operator, let's open the line for questions.

[Operator Instructions] Your first question comes from the line of Paul Miller with FBR. Paul J. Miller - FBR Capital Markets & Co., Research Division: I missed the very front end of your call, and I don’t know if you addressed it, but you did give guidance of loan growth of 3% to 5%. Am I correct?

That's correct. Paul J. Miller - FBR Capital Markets & Co., Research Division: Can you just tell me, where do you think that's coming from? And is that just really through discussions through your customer base?

Paul, we've gone through our lending segments extensively and we had pretty solid growth in the fourth quarter in terms of average balances. There was obviously a lot of activity that occurred near the end of the quarter. We had a number of pay downs and payoffs that had taken place. I think, you had the transfer of the first residential mortgages over to held-for-sale. You had more customers taking advantage of the capital debt markets, that we've seen in the past. But we have continued to be encouraged by signs that we've seen in looking at our production, looking at our pipelines and looking at what we believe is an improving economy. We've seen particular strength in certain segments, I would mention 3. I think, we've seen good strength in both energy and in technology, but we also have seen strength in commercial real estate. We believe that our commercial real estate portfolio, for the first time, is close to a stabilization point. We're encouraged by the production. And we think we've got an opportunity, if you remember, we had indicated that we thought our loan growth, on the upside, might be as much as 4% a quarter ago. We've raised that slightly to 5% today. But we think, we've got -- we think we've got the opportunity to do that and we're optimistic about it. David, you like to comment on that?

Yes. I think, if you look at commercial real estate in particular, multi-family and the homebuilding portfolios look strong. We're sure comfortable with those going into 2014. Grayson talked about the other parts of C&I, but the consumer side is getting better for us, as well as our home equity loan product is just about to take care of the declines we've seen in the home equity lines. Our indirect auto continues to be a nice growth story for us, as we continue to expand on dealerships, and our penetration within those dealers. Our credit card continues to grow as well, so we're feeling good about a broad array of loan increases and production, leading us into 2014.

Yes, I mean, if you look, the big thing I would say is we're seeing more diversified demand, both across lending segments and across markets. It's broader and more diversified than it was a quarter ago.

Your next question comes from the line of Gerard Cassidy with RBC.

David, you mentioned that you thought the expenses in 2014 were going to be lower than 2013's adjusted expenses. What's the adjusted expense level we should use for 2013 to measure against for 2014?

Yes, Gerard, that number is $3.4 billion, $3.433 billion, to be exact, that you could calculate off of our supplement, taking all the adjustments out. So it's working off that number.

Okay. And then, just as a follow up. On the LCR ratio, I think you said that you're well-positioned to have -- to be fully compliant. Does that state that you're there already, meaning that you don't need to put more liquidity on the books that could pressure the margin, if you were to do that, to become fully compliant?

We are quite at 100% today, as that number bounces around a little bit, we're pretty close to 100%. But we're close enough and feel confident enough that there's not a lot of restructuring we have to do, with regards to being in compliant with the rule, is effective.

Okay. So that would imply that we should not hear any margin -- some of your peers, the reason I ask this is, is some of your peers have pointed out that margin pressure in '14 will develop because of becoming fully compliant with LCR. We should not expect that from you guys, is that correct?

We expect our margin to be relatively stable, all in, through everything that we have to do. So perhaps, we're a little unique. But remember, stable margin for us, we've kind of giving guidance. So that's 1 or 2 points, either side of where we are. And we're sticking with that, even though the LCR is out there.

Your next question comes from the line of John Pancari with Evercore.

I wonder if you could give us some more color on your expectations for the efficiency ratio. We saw some good progress this quarter, and wanted you to give your thoughts on the 2014 outlook for that metric, as well as how you would think about it on a longer-term normalized basis?

Yes, John, this is David. As we've -- we've been mentioning on our calls, we are looking very closely at our efficiency ratio and positive operating leverage as well. You notice our efficiency ratio went up to 67 points and change last quarter. We had talked about working that down into the lower 60s, without a rate increase, and we think, with a rate increase, we can be in the 50s. Our goal, ultimately, is in that 55 to 59 range, but we acknowledge we can't get there without a rate change, a rate increase. But while we're waiting for that, we do expect us to continue to drift down, during 2014, into the lower 60s. We've made investments in people and technology. They're the cause of our short-term -- our expenses to increase. But we expect the revenue to come with that, and as a result, we expect that efficiency ratio to continue to drift down. We've really looked at our efficiency more from a long-term perspective. We don't get so caught up on a quarter-to-quarter change, but that's kind of the broad guidance that, we think, over time, we can get it to.

Okay, all right. And then, also, my second question, just around expenses as well, do you have the quantification around the likely savings that you can get from the 30 branch closures, on a combined basis?

We really hadn't quantified the savings from those 30 branches. I will tell you, you heard the number, we had about $5 million that we're going to incur this quarter, we'll have some more, related to people cost, that you can't accrue until that time. But we expect to pay back in less than a year on these type of expenses, and we're constantly looking at all areas of our company in terms of becoming more efficient. It is part of who we are and what we do, and we'll make -- take appropriate actions when we can see the benefit of that is -- the payback is relatively quick.

Yes. And I would just to add, I mean, closing branches is a very public action, but internally, there are a number of expense-save initiatives that we're working on. Clearly, even within the branch channel, we're working on a number of efficiency programs that allow the branches that we have to operate at a lower cost basis and trying to improve both the utilization of all of our channels, so that we get efficiency across the methodologies that we service our consumers on. We realize that 2014 is still going to be a year where expenses are very important. And so we'll continue to have a number of internal initiatives that look at staffing, look at workflow, look at the way we handle all of our operational processes, to improve that overall efficiency ratio.

Your next question comes from the line of Kevin Fitzsimmons with Sandler O'Neill. Kevin Fitzsimmons - Sandler O'Neill + Partners, L.P., Research Division: Just a few questions. With CCAR coming up, just was wondering if you can give us an update on your capital return priorities. I know buybacks were a big part of it last year, but the stock is higher versus tangible book now compared to last year. And if you can just give us a list of where you think those priorities sit today.

Sure, Kevin. As we think about capital, we really want to use the capital we have to grow our business, we think that's what the shareholders gave it to us for. That being said, we acknowledge, we'd like to get our dividend closer to where peers are, which has been in that 25% payout on income. We didn't want to use of the rest of the capital to growth, whether that -- growing loan portfolios, we've talked about acquiring a portfolio like we did our credit card book, and other acquisitions, if there are opportunities that arise. And when we can't utilize all of our capital efficiently in those activities, returning it to the shareholders is important. Because we don't want it to build up and have trapped capital to build up on the balance sheet. So having an appropriate return, in the form of a buyback to the shareholders, is certainly something that we've looked at. As you know, we just filed our plans, so we need to let the process work. We really have a very robust capital planning process, the output, which happens to be, at times, a couple of regulatory filings, called CCAR and DFAST, but our capital planning process is built around the efficient use of that capital and getting the most appropriate risk-adjusted return on that capital. And that's what we've done. Kevin Fitzsimmons - Sandler O'Neill + Partners, L.P., Research Division: Okay. And just a quick follow-up. If you can just talk about timing of the transfer of those resi mortgages to held-for-sale now? And is that more a statement about the improvement you've seen in those -- in the housing market? There's more of a market for those loans today, or just being teed up, going into 2014, with that in the rearview mirror.

Yes. It's a good question. We had a couple of things working for us. When the market for assets is pretty strong, these were accruing first lien residential mortgage loans. But they were TDRs, and that's a designation that causes a little more of a charge when you go through the FDIC calculation. And mathematically, if you took a look at the return on capital, by holding those in our portfolio, versus how we could improve the return on proceeds from a transaction, we felt that was the best thing for us to do, at this time. We have not executed that transaction. We expect to do so in early 2014. But as a result of making that decision, not to retain those in the portfolio, required us to move them to held-for-sale and take a mark on those, to our estimate of fair value, which is what we did in the later part of the fourth quarter.

Your next question comes from the line of Craig Siegenthaler with Crédit Suisse. Craig Siegenthaler - Crédit Suisse AG, Research Division: First, I just like to hit on the 2014 noninterest expense guidance, again, here. So if the annualized adjusted 4Q run rate was $3.5 billion, and the '13 run rate was $3.4 billion, with the guidance now south of $3.4 billion, this implies about a $100 million plus delta year-over-year. I'm just wondering, what are the biggest pieces here? Maybe you can give us some color, in terms of the biggest pieces, and maybe give us some sense of magnitude.

Craig, let me help you with the start point, I think it's about $3.4 billion -- $3.433 billion should be your start point based on what we've released, and we believe that we can come under that number. And it's really no one thing. It's just a continued focus on every one of our expense categories. Obviously, our top 3 expenses are salaries and benefits, occupancy and furniture and fixtures. But there are other expense categories underneath those that we continue to focus on and make sure -- while we hadn't come up with an expense initiative that, we require all of our leaders to really take a look at the expenses they have in their businesses, and make sure they're being as efficient as they can be. So you really can't look at one area and it's just a -- it's a little bit here and little bit there, and over time, it adds up. If you look over the past several years, we've been able to do this because of this kind of cultural -- a crunch to expense management, and you'll see that again in 2014. I think, when you get your start point, the number is not as -- is not your start point that you had.

But I think, we just have to -- in this environment, until we see the results of more sustainable growth and a different interest rate environment, we just got to stay very diligent and very rigorous on expense management. And to David's point, we haven't done a branded expense program, but what we have done is we have literally dozens of expense initiatives across the company, and we have invested an awful lot in technology to improve efficiencies and workflow across all of our operating units. We still believe that there's opportunities for us to improve the efficiency. We've been working on this for a great long time, and when you look at our expense metrics, by almost any measure, we delivered some really good efficiencies, relative to our peer group. Some of our biggest challenges are on the revenue side. And so we're trying to work on both, we are trying to have a balanced perspective on it. And that's why we invested in people this past year to try to improve our revenue generation, because while we want to continue to be rigorous in our management of expenses, we do realize some spending is necessary to generate revenue growth. And so, we have a very balanced perspective on it. But given where we are at today, we still believe we have identified enough areas that allow us to continue to drive our expenses down, on a same cost basis, year-over-year. Craig Siegenthaler - Crédit Suisse AG, Research Division: And just as my follow-up here. I just want to separate your expectations for overall earning asset growth, next year, versus this 3% to 5% loan growth guidance. So if loans are growing in a 3% to 5% range, but if you noticed, your deposit growth has not been positive, should we expect to see modest declines in the securities portfolio to fund that, and will the LCR even allow that? Or is it more likely that deposits will grow next year and potentially could grow from higher costing deposits like CDs?

Yes, I think, Craig, one of the things that you saw was the level of higher cost CDs that, as we lowered the cost, some of those did not -- we did not retain those in the bank, and so that worked against our earning asset growth that we had. We do have a little over $4 billion of CDs maturing next year, but we don't have the price differential on those that we had in '12 and '13. So we don't see the retention issue with those like we just saw. So we don't see that working against our earning asset growth. I think the primary driver on earning assets, in total, will be the loan growth that we're talking about. And so, we think, we've hit the bottom of earning assets right -- right now. Remember, last year, we also did some deleveraging and had some liability management activities in our bank and holding company that also worked against us on that measure. But we think, we'd grow from here.

Yes, well, I mean, our loan deposit ratio at roughly 81%. During '13, we made some very strategic decisions related to deposits. We have reduced our reliance on more expensive forms of deposits, in particular, time deposits are down to 12% of the total portfolio. But we also took a very different strategy on other high-priced sources of deposit such as public funds. And so we have -- we've seen the mix. Our mix -- our overall deposits have not grown in '13. We did see a real favorable shift in the mix of those deposits, and are very pleased with where we stand today. So from a deposits standpoint, we're feeling pretty good about our position.

Your next question comes from Erika Najarian with Bank of America Merrill Lynch.

My question is could you just shed some light on the CCAR process in terms of -- under stress, do the regulators treat a TDR similar to any performing loans or they treat it worse? And I guess the real, just as a question is, is the derisking in your TDR portfolio reflected in your submission for this year's plan?

Let me answer a little different than you asked because we want to be careful about what we turn into our supervisors. We have a capital plan and our derisking relative to TDRs is not just the impact of capital, although that is true. TDRs are treated adversely by us and the way we look at capital. So I think that as we think about derisking, you also have to look at the cost associated with maintaining a TDR, in particular, as it relates to FDIC insurance. Those are punitive in the calculation. And so being able to derisk helps us from an earnings standpoint and the expense discussion that a few folks have asked us about this morning, you'll see the benefits of that coming through in 2014.

But those derisk our credit portfolio. It accelerates the pace of that somewhat, but the economics are the primary driver.

And so the follow-up to that is, in theory, if this were included in a submission, you have a derisked balance sheet from a TDR perspective as these are sold. But not just that, the cushion for your PPNR should also improve under stress because of the administrative costs that go away. Is that the right takeaway to assume if it was in the submission?

That's right. The cost to carry these are punitive in all of our -- whether it'd be your base or your 2 adverse runs. So being able to strip that cost out and have the assets, the proceeds reinvested in assets that don't attract as much capital and generate more PPNR is what we're trying to do, and we think we accomplished that.

Your next question comes from the line of the Sameer Gokhale with Janney Capital Markets.

This is the first question. To go back to the discussion about the headcount, I think you had mentioned 2 broad categories: one, compliance; and the other, customer facing. And I was hoping just to get a little more clarity. What was the rough mix of compliance versus client facing? And then if you could give us some insights into which specific businesses on the client facing side you added headcount to, maybe some geographic information, that would be helpful.

Yes, I'll tell you that roughly half of our headcount -- I think it's almost 60% of our headcount were in revenue-generating positions. So we gave an example in our prepared comments. Our financial consultants that we put into branches this year, a little over 100 that we hired during the year. And then the other parts of this were really establishing more folks in our compliance areas and risk management as we deal with some of the changes and expectations that we all have in the banking industry. So the headcount that we've added, we expect the folks we've added to pay for themselves, in particular, the revenue generation -- generating folks that should be paying for themselves in less than a year. Our early read on that and our use of financial consultants, as an example, is we're a little ahead of schedule, and we feel good about that going into 2014. But we want to make those investments in people. We think it's the right thing to have done, as we battle the balance between generating more revenue, yet watching our expenses in total.

I think that given where the industry is at, and there's clearly an expectation for greater focus and resources on compliance and audit functions. We continue to invest in all of those functions across our enterprise risk management program, if you will, and so we're going to continue to invest there. We have to find ways to pay for that, and we find ways to pay for that through efficiencies in other parts of the company, and our additional revenue opportunities we have -- we fund by adding people or products where appropriate. I think if you look at geographically, we've added those resources opportunistically where we see advantage. Clearly, we've done -- we've seen a lot of growth across the markets that are more heavily invested in energy, South Louisiana and Texas being 2 great examples of that. But we've also saw strong growth in the auto sector, and in the southeast, we have a number of markets that enjoy margin plummet in the auto sector. So it's been pretty well dispersed across our markets, and we want it that way because we want that diversity.

Okay, that's good color. And then just in terms of the auto business, I think in your prepared comments, you had mentioned that you expect a higher pull through from some technology enhancements in the auto business. I was just trying to get a sense for what you mean exactly by pull through. Is that more volume driven from the dealers because of the technology or just the ability to process more volume because of the technology enhancements, and maybe just talk about what these enhancements are? That would be interesting.

It's all around speed of answer and quality of answer. We've got -- we had continued to grow the number of auto dealers that we are working with, partnering with. But we have higher expectations for the volume we get through those dealers. And in order to do that, we had to invest in technology and had to invest in people in the back office to ensure that we get applications for credit. The speed of our answers and the quality of our answers continue to improve. We've made some pretty dramatic improvements in that. As a result, we saw very good results in that particular lending segment.

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

David, I wanted to ask you to go a little bit deeper into your comments about the investments in the fee businesses starting to get to profitability this year. So the wealth management line, it hasn't really broken out yet so to speak. Could you give us a little favor for how you expect the fee businesses to act this year, and can they more than offset the expected decline in mortgage that's just a matter of fact?

Yes, Ken, we have -- we've just pointed to wealth management as an example. We don't have any one business that's going to light it up and take over all the pressures that we had in mortgage. We do believe mortgage didn't have quite the decline it had '12 to 13 as it does in '13 to '14. We think, as a matter of fact, we'll be down, production-wise, in mortgage about 10% to 15%, and we'll rightsize the expense side of that, and get to a -- what will be a normalized mortgage contribution. But wealth management, we have some new products and services that we're working on. We have the full run rate of those additions that we had, the financial consultants. So you'll see that. We've had some improvement in our investments in insurance that we think will also be a driver. So it's not one -- it's not just one area. We think all those really are contributors to help offset any other negatives that we have in our NIR, primarily mortgage.

Well, I think the important point is those initiatives are on track. In wealth management, in particular, our early results are exceeding our preliminary forecast that we made the decision upon.

Okay. And my second quick question is just on the new deposit products and the sunsetting of Ready Advance. Can you talk about any net revenue and income effect that you'd expect?

I mean, it's a little early for that. We've made the decision to discontinue new registrations or new enrollment of that product from our customers. That goes in effect in the morning, and we are working through our transition plan now. We have a fairly substantial group of customers who use this product, and we're being very thoughtful, very deliberate about how we transition them away from this product. So we've got our product teams working on those transition plans now. They're going to take a few weeks to finalize. You'll have more information from us forthcoming as this matures, but a part of it is trying to predicting customer behavior. And as we offer alternative ways of meeting this customer need, we're going to find out exactly how the customer responds to that, and it will sort of drive the end results. We are still committed to focusing on our customers and meeting their financial needs, and we try to do that with innovative products and really a focus on strong customer service. We'll continue to do that. It's just that on this particular product, we need to transition and focus our attention on other products in order to best serve our customers.

Your next question comes from the line of Matt O'Connor with Deutsche Bank.

Can you just provide an update of how asset sensitive you were at end of the year? I noticed your liquidity increased on a period end basis, and can you just provide an update of how much it benefit if rates rise, say, 100 basis points?

Yes, Matt, we had -- right now, if you look at 100 basis points, parallel shift, it's about $180 million to us, down slightly from where we were. Last quarter, it was about $200 million. I think we drifted down to about $180 million.

Okay. And then just separately, as we think about credit going forward, obviously, the held-for-sale actions pulls forward some charge-offs, also uses some loan loss reserves. How should we think about both charge-offs and the provision expense, going forward, from here?

Well, Matt, when you look at the -- when we had this call for the third quarter, we really, at that point in time, indicated that we thought our credit recovery would continue. We thought the pace might moderate somewhat. But the fourth quarter, again, very positive results. It exceeded our internal early forecast, and so we continue at this juncture, still believe that, that recovery process continues. We -- as David said earlier, there may be some volatility in a particular metric quarter-to-quarter. We have a little bit of volatility in, for example, charge-offs this quarter. We had a couple of transactions that, had they gone a different direction, it could have been a much better number than it was. But you're going to see that sort of as we get down to where the -- our distressed loans are more granular in nature. You're going to see little bit more volatility, but we think the overall trends still continues.

Your next question comes from the line of Betsy Graseck with Morgan Stanley.

A couple of follow-ups on the NIM outlook. I know you've indicated that you're looking for relatively stable NIM if rates stay where they are. Is that in reference to current rates or that's in reference to the forward curve?

It is really looking at the forward cure as it exist today.

Okay. So if the forward curve were to shift up, then that's where the NIM benefit comes from?

That's correct.

Okay. And then could you give us a little understanding of how you're thinking about non-interest-bearing deposits. I know we had a conversation earlier on the call around the fact that deposit quality has improved significantly. But how are you thinking about what happens to non-interest-bearing deposits in an environment where the forward curve is increasing, and particularly, north the belly of the curve in the 3- to 5-year section?

I mean, it's a great question, and one, we're spending an awful lot of time on trying to figure out how do you forecast sort of customer behavior in a rising REIT market after you've been through several years of such low rates, and there's really not a great empirical model that allows you to forecast this out. We have built that into our liquidity plans. We've built it in to our business plans so that we have quite a bit of variability, depending on changes in customer behavior. Anecdotally, what we're seeing from our customers is just a greater propensity for both individuals and businesses to hold liquidity. We've not seen a great movement when borrowing demands increased that liquidity diminishes to any great degree. We're watching it closely. I don’t think we have the answer, but we absolutely realize the importance of monitoring that on a daily basis and looking for trends over each and every quarter. David, anything to add?

Go ahead, Betsy...

No, I was just going to say it's interesting because you've highlighted that line utilization requests are up, and so what you're saying is at -- those customers, where line utilizations are up, their deposits did not -- have not been coming down ahead of those.

On average, that's true. I mean, you look at it on a customer basis, you'll see a little bit of differentiation. But still what we see both in the numbers and in conversation, anecdotally is still customers being conservative and still having a desire for increased levels of liquidity as compared to what you would have seen prior to the economic crisis.

Yes, Betsy, I think it's a great question. And one, what we do know is you can take the history book, just about toss it out the window because we've been in this low-rate environment for so long. We all have deposits that our non-interest-bearing, in particular. We can go back and look at history. I mean, it's a data point. We study that, but we want to be careful that we don't lean too hard on history. We're sitting here at an 81% loan-to-deposit ratio. We think we're well-positioned for that. We look at liquidity as being the biggest risk we face, and what we want to make sure is what's the impact on profitability as other who aren't that low on loan-deposit ratio, if they start seeing deposits move out, what does that mean from a pricing standpoint? So I think that when we look at our forecast of liquidity, we've shocked that a number of times to see what might happen, and we shock it again after that just to be sure that we don't get caught in a liquidity play, but we still don’t know yet exactly what that's going to mean to us.

Because then, you kind of think should you have an LCR that's even above 100% at this stage of the rate cycle. I don’t know if that's too aggressive of a comment but...

And we still have to work through LCR, as we mentioned on the prepared comments. We're pretty close to being there right now. We don't see that being a huge driver. It's clearly something we have to consider. But when we need to get to the point where all that's happening, if that starts to happen, that means we're in a lot better economic environment than we are right at this minute. And while it has its challenges, it has its rewards that go with it as well. So it's a great question, one for all of us, really, to pay attention to as we get closer to that time.

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

Can we spend a minute on expenses again? Just curious if there's any improvement in pension expense baked into your 2014 guidance, and if so, how much?

Yes, I mean, there's clearly some pension benefits. To my knowledge, we have not disclosed it at this juncture.

We're going through all of that right now and getting updates, obviously, discount rate changes. We know there's a high rate environment, and therefore, there should be some benefit of pension expense going forward. And that's baked into our guidance that we've given you, but we hadn't been specific with disclosing that exact amount.

Okay. And then just moving to funding cost for a second, the improved basis points this quarter, you mentioned the CDs that are left repriced, not much of a savings there. Are you sort of out-of-room on the funding cost side?

I wouldn't say we're out of room. I would just say the kind of improvement that you've seen over the last 2 years for us is slowing quite a bit. When you're 12 basis points of cost of deposits, it's hard to see how that moves. As I mentioned, we have a little over $4 billion of deposits maturing next year. It's almost about a $1 billion -- $1.1 billion each quarter. The first quarter has the bigger benefit, but I think what's coming off there is still -- it's pretty close to what's going on, like 42 basis points, what's going is in the 20 range. So there's not -- there's just not a lot to pick up there. We do have some liability management that we've done. We'll get the full benefit of that in '14 that we executed in '13. So you'll see some pickup there, and all that added together is one of the ways that we're able to give you the stable margin guidance for '14.

Your next question comes from the line of Ryan Nash with Goldman Sachs.

Just another follow up on the funding side of the equation. Does stable net interest margin outlook contemplate any further liability manage actions outside of just repricing and deposits? And then related to that, you noted that premium am fell to $45 million in the quarter, how much premium amortization is left? What is the assumed duration of those securities today and what yields are you reinvesting today?

I will tell you on the premium amortization, I think our number is closer to about $700 million. We'll flip pages and find that exact number. That number is slowing down considerably. What's really going on from the maturities and paydowns, going back into the mortgage-backed share in that 275 range, and that's kind of where we'll be. The asset funding, what was your question?

Is there anything outside of deposit repricing that's contemplated in the liability management side?

We really kind of run the course of the pure liability component of that. Anything that has to do -- that's tied to capital has to go through the CCAR process. So we need to -- we can't comment really on the capital elements of that, that could -- that manifests themselves at times in interest expense. So you have to wait until March to hear our CCAR results.

Got it. I just have one quick high-level follow-up. David, if I tied together all the guidance that you've given with -- from loan growth, stable margin, lower expenses, is it fair to say that the operating leverage that you drive in 2014 will be more balanced between revenues and expenses relative to your, I believe, your prior guidance whereas it will mostly come from the revenue side?

We've actually been working on operating leverage from both sides. It's obviously a little easier to move on the expense side. But this year, 2014, we see contributions from both, both revenue and expenses. As we mentioned pretty confidently, our goal is to generate positive operating leverage. We think we have the plan in place to do that. We could change that. It's a very different rate environment than what we're assuming, but we're fairly confident on that. The premium, by the way, is $700 million of amortized, which will be tied to the mortgage-backed. So I just want to confirm that with you.

Your next question comes from the line of Josh Levin with Citi.

I want to ask, you've been a bit more upfront than some of your peers about considering doing -- making acquisition. So in terms of getting a deal done or making an acquisition, has anything changed in terms of the number of conversations you're having or in terms of the regulatory burden that you have to clear to get a deal done?

I mean, I haven't -- I can't comment on the comparative analysis between us and the peers. But clearly, what we're trying to do is to strengthen our balance sheet, finish our derisking activities and put ourselves in position when and where opportunities present themselves, and when and where they're appropriate, but we really have no comment beyond that. I still think it's early yet, and that hold today [ph].

And let me clarify what you may be getting at. The question we get often times, we got it today, is how do you think about capital allocation. And so we've mentioned acquisitions as the thought process before we get to the return to shareholders. The caveat is if and when those are available, and you need to -- not that we don’t want to get the cart before the horse. There are lot of things that need to happen in order to get to that. We do believe acquisitions would be part of our industry. We think it will be part of us, but it will be at the right time. And we're not trying to signal anything other than the capital allocation process on how we think about it.

Your next question comes from the line of Matt Burnell with Wells Fargo.

Maybe just a couple of quick ones for David. David, you mentioned that you -- we should probably throw out the history books in terms of thinking about deposit outflow. So let we ask the question in a slightly different way. If you were to assume something closer to 80% of the incremental deposits you have in this cycle flowing out rather than maybe the -- rather than a historical number that's closer to 50%, how much of a change would that create in your estimate of the interest rate benefit from higher rates?

I don’t know if I can answer it that way. Let me try to frame it up. When I say throw out the history books, we clearly look at what occurred last cycle, but we've all had deposits that have come into our balance sheets over the past several years. And what we think is happening is that the liquidity requirements of our customers, in particular, our commercial customers that have non-interest-bearing deposits, we think they're not going to -- we think there's a chance that they actually keep more on deposit and leverage up more to preserve that liquidity for a rainy day. We don't know that, that will happen. It may. That's why we go through multiple scenarios with regards to outflows. Clearly, something out of the ordinary deposit outflows. We shock -- we have multiple risk scenarios that we use to establish tolerance, risk tolerance, in the company, subject to board review. If we end up having more outflows than what we think our core is, we'll have a plan to address that. So if it's higher, markedly higher, then there'll be actions that we take well in advance of that occurring so that we don't get caught having to go out and put high price deposits on our books to fund ourselves.

Okay. And then for my follow-up, in terms of the expense guidance that you provided, I'm presuming that your expense number for '14 is going to be on an adjusted basis as well when we begin that comparison to the 3.43 number that you gave us.

Yes, I think we put our prepared comments on the same basis. That's what that was intended to do, be clear that it's apples-to-apples.

Matt, I'll go ahead and add. We have in our base scenario for our outflows and deposits a higher percentage than our history indicates. So I just want to point that out.

Your next question comes from the line of Marty Mosby with Guggenheim.

Got a question, going back, David, you've pointed out, like just to revisit the expense kind of guidance again. But if you look at the trends through the year, the adjusted operating number went down from around 850 to around 830 in the -- from fourth quarter last year to mid-year. In the mid-year to the end of the year, it increased from that 830 number closer to the 888 or 890-ish type of level in the fourth quarter. To get back down to the annual number, you got to really reverse that trend and get down something close to $850 million. So we're just making sure that the trend and the thought process of what's happened the last couple of quarters are going to reverse, and quarterly, we're going to see incremental declines.

Marty, our guidance that we're giving you is on an annual basis, and we furthermore indicated that there could be some volatility in a particular quarter. We think looking at this as more long-term basis, one year, is a better indication of kind of our commitment to expense management. You saw our increases in the second half of the year primarily due to investments that we decided to make. We thought it was important to make investments in the revenue generation folks. I've talked about financial results and wealth a couple of times. We're dependent in other areas in -- that we've made those investments in. We also are working down cost. Cost and mortgage, we've talked about cost in our branch network, we'll continue to focus on. We've looked at legal and professional fees. We'll continue to watch that very closely. Our FDIC cost in terms of reducing the risk in our balance sheet such that we get lower charges coming from the FDIC there. So it's no one place, but if you want to get on the run rate, and you see the change that has to happen from the fourth quarter to the first, if you use history, it hasn't come down pretty aggressively, but our commitment is for the year right now. As we get going for the year, we'll be, perhaps, more specific on the quarters, but that's not our message today.

Understood. I'm just trying to get to the kind of benchmark you'd have to get to the full year. And then lastly, the follow-up question would be on the FDIC or deposit administration fees or expenses. You dropped from the mid-30s to $20 million this quarter. Is that a good run rate and does the sell of these TDRs eventually bring it lower than the $20 million per quarter that it was at this quarter so just kind of the continuation of the trend in that line item?

Yes, we've put in our prepared comments that we thought the run rate would be somewhere between the third quarter and the fourth quarter's number. We did have some unusual things in this quarter that won't repeat so we're giving you guidance that would be between those 2, third and fourth. We do, in our overall expense guidance that were taken into account, changes that we're making on the balance sheet, which includes this quarter's transfer of loans to held-for-sale, and the ultimate disposition of those. So yes, that's already been baked in our guidance.

Your next question comes from the line of Gaston Ceron with MorningStar Equity Research.

Just quickly, I just wanted to go back to the branch consolidation issue. So you're cutting 30 offices. So that should take you to around, what, 1,675. I know you didn't say anything -- you didn't say, I think, the number of expenses associated with the offices. I'm curious if you've released the headcount associated with those branches. And also, I thought I saw a comment sort of intra-quarter from one of your executives in one of your conferences about how something to the fact that you're always looking at branch consolidations, but some of the low hanging fruit is gone, given the consolidation that you have done. So I'm curious what does this 30 office cut mean as far as anything we can expect in the future.

Well, I think we've gone through a fairly extensive review of all our branch offices and are -- and we do that on a continuous basis, and so the 30 consolidations that we announced in the fourth quarter shouldn't surprise anyone. This is not new for us. We look at our branch offices literally on a regular basis and make decisions. If you look at remaining offices, we had -- we had a little over 1,700 -- 1,705 offices. By reducing these 30, you have to look at the remaining balance of that and about 1,600 in -- sorry, if you look at full service branches, we had about 1,625 of those. A lot of those other offices, that 1,705 were drive-throughs, just purely drive-throughs, and so you have to back out those drive-throughs to get to full service. So even on the full service, we've gone through a fairly exhaustive process, looking at staffing, looking at transactions, looking at the kinds of technology we have in those offices, and have made decisions that improve the overall efficiency of that channel. We balance that. We're also looking at other channels in terms of our web-based services, and our mobile based services in our contact center, and there is a lot of changes in customer behavior across those channels, and we're finding ways to continue to serve our customers well, but differently. And so branch channels' still very relevant for a big percentage of our customers and a big percentage of our sales, and we'll continue to invest in physical branch offices, but we're going to do it obviously with a lot more discipline than we did, we've embarked on, as we've studied this issue much more closely.

Got it. And I'm sorry, and have you released the headcount associated with the 30 branches or no?

We have not.

Not yet. That will be a first quarter...

That will be a first quarter event.

Your final question comes from the line of Vivek Juneja with JPMorgan. Vivek Juneja - JP Morgan Chase & Co, Research Division: A couple of questions. First one, how are you thinking about reserves? Levels or reserves to loans are down to 1.81%. And especially in light of the fact that you took a fairly large 22% mark on the loans you transferred to held-for-sale, and what that would imply for your ongoing provisions, David, [indiscernible] because your core provision were only $4 million when we exclude that portion of the mark that went to the provision line.

Yes, so we're down to 1 8. We acknowledge the charge taken on the transfer, but those -- that charge is related to the fair value of the loans that exist. And those fair values are derived by the required rate that they would have on those assets today versus that -- the yield that's on that since when they went through a troubled debt restructuring. And if you think about a troubled debt restructuring, one of the ways that you reduce that payment, if you will, from the individual is to reduce the rate. So our primary mechanism of troubled debt restructuring at that time was rate reduction and/or extension in terms, very little press for forgiveness. And -- but the market is demanding a fair value rate today. So when you calculate that, that differential has to go through your reserve, but that is not something that you normally can reserve for in your allowance. So I don't think you can equate the reduction to the adequacy of the 1 8. I will tell you, as our credit metrics continue to improve, including a reduction in nonperformers, reduction in credit size and class size, our reduction in the past dues, our reduction in the transfers going into nonperforming loan coming down, leaves us to believe that our reserve level will continue to decline. We're at a charge-off of 67 basis points this quarter. As Grayson mentioned, there are a couple of things in there that cause that to be higher than what we thought it might be, which was continue to be lower than that number. So we see charge-offs continuing to come down, but maybe see volatility in here. But we feel good about where we're reserving, and then our provision will continue to be lower as a result of that credit -- "credit leverage" that we have in the reserve, but we'll have to see. Vivek Juneja - JP Morgan Chase & Co, Research Division: Yes, in light of that, though, David, if you take out that $151 million mark, your net charge-offs of $127 million and your provisioning, your core provision was $4 million, so how should we think about, going forward, even if that $127 million comes on, where does that $4 million trend to?

Well, we'll have to see how things settle out in terms of the ultimate reserve levels. But we do expect that $127 million to continue to come down as a whole, again, with some volatility. Where it stops and where the terminal point is, we'll have to see. We would argue that it wouldn't be sustainable that it will be $4 million every single quarter. But given our reserve levels, compared to how our credit metrics are trending, makes us feel good that we have the right reserve levels today, and how low they can go, we're just going to have to see. Vivek Juneja - JP Morgan Chase & Co, Research Division: And Grayson, I have a follow-up for you. The loan growth that you said you raised by 1%, is that just reflecting the loan because you sold about 1% of loan? Is that simply that's what's being reflected there?

It's actually -- it's we went and looked at our expectations of GDP growth for next year, slightly higher than we had a quarter or so ago. We feel incrementally better about that. And as a result of that, in talking to our business groups and team leaders, we felt that an increase from the 2% to 4% that we had indicated a quarter or so ago, that 3% to 5% was a better indicator of what that percentage of increase could be. Vivek Juneja - JP Morgan Chase & Co, Research Division: But then when you -- given that you did sell 1% of loans, would that mean that some dollar amount delta that didn't really change that much, right?

Yes, it's because the base is so large. It's just not that big of a change.

There are no more questions, and so we thank you for your time, and attention on this call, and we'll stand adjourned.

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