Good day, ladies and gentlemen, and thank you for your patience. You've joined Zions Bancorporation Second Quarter 2019 Earnings Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct the question-and-answer session and instructions will be given at that time [Operator Instructions]. As a reminder, this conference may be recorded.I would now like to turn the call over to your host, Director of Investor Relations, James Abbott. Sir, you may begin.

Thank you, Latif, and good evening. We welcome you to this conference call to discuss our 2019 second quarter earnings. For our agenda today, Harris Simmons, Chairman and Chief Executive Officer, will provide a brief overview of key strategic and financial performance; after which Paul Burdiss, our Chief Financial Officer, will provide additional detail on Zions' financial condition, wrapping up with our financial outlook for the next four quarters. Additional executives with us in the room today include Scott McLean, President and Chief Operating Officer and Ed Schreiber, Chief Risk Officer.Referring to Slide 2, I would like to remind you that during this call, we will be making forward-looking statements, although actual results may differ materially. We encourage you to review the disclaimer in the press release or the slide deck dealing with this forward-looking information, which applies equally to statements made in this call. A copy of the full earning release, as well as the supplemental slide deck, are available at zionsbancorporation.com. We'll be referring to the slides during this call.The earnings release, the related slide presentation and the earnings call, contain several references to non-GAAP measures, including pre-provision net revenue and the efficiency ratio, which are common industry terms used by investors and financial services analysts. The use of such non-GAAP measures are believed by management to be of substantial interest to the consumers of these financial disclosures and are used permanently throughout the disclosures.A full reconciliation of the difference between such measures and GAAP financials is provided within the published documents, and participants are encouraged to carefully review this reconciliation. We intend to limit the length of this call to one hour. During the Q&A session of the call, we ask you to limit your questions to one primary and one related follow-up question to enable other participants to ask questions.I will now turn the time over to Harris Simmons.

Thank you very much, James. We welcome all of you to our call today on our second quarter. I'm going to go to Slide 3 and start there, that's a summary of several key highlights. The results for the quarter were favorable in most areas compared to the year ago results. One of several positive results in the quarter is a robust loan growth we experienced, which was up 7% over the prior year period and up 2% over the first quarter of 2019. This is the fourth consecutive quarter of reasonably strong loan growth, and the second greatest growth for the bank since the recession.We expect to continue to achieve broad-based loan growth and fee income growth through small business middle market and capital markets activity. Another highlight in the quarter was non-interest expense. Adjusted non-interest expense was up only 1% compared to year ago period and down 2% when compared with the first quarter of 2019. We're continuing to reap the benefits of several years of focusing on efficiency.We remain highly focused on collecting and implementing simple, easy, fast and safe ideas to improve our business, ideas generally generated largely by our employees. And we continue to improve our operations through lot of these ideas and help limit the growth of operating expenses. However, the quarter also included some challenges most significantly our net interest margin, which was impacted more than we expected due to the sudden downward shift in the yield curve.Later Paul will discuss this subject in more detail. As published in our slide deck for the company this earnings call, we've reduced our revenue and earnings outlook for the next four quarters to reflect our best estimate of the impact to these macroeconomic changes. However, it's worth emphasizing that our ability to be precise in…

Thank you, Harris, and good evening everyone. As Harris mentioned, our financial performance this quarter was solid. However, the quickly changing interest rate environment, specifically the inverted yield curve and related expectation for falling short term rates, is creating revenue headwinds, which we are working to manage through.I'll began on Slide 8, which highlights two measures of profitability, return on assets and return on tangible common equity. As Harris highlighted, we expect to continue to actively manage the areas that we can control, including loan growth, fee income growth, expense control and balance sheet leverage, to improve balance sheet profitability.On Slide 9, for the second quarter of 2019, Zions' net interest income increased 4% from the prior year period, up $21 million to $569 million. While not at the same year-over-year growth rate as the prior quarter due in parts to reasonably lower short-term interest rates and the inverted curve, much of the growth in net interest income can be contributed to loan growth. The 14 basis point decline in the net interest margin was more than we had anticipated when we spoke in April. I'll describe this in a little more detail later. But at a high level, about half of that decline in the quarter was due to lower loan yields and about half was due to deposit cost and funding mix.Slide 10 breaks down net interest income by both rate and volume. You can see that our average loans grew 7% over the year ago period. Average loan growth in the second quarter was also strong relative to first quarter, increasing about 9% on an annualized basis. Over the prior year period, yield on loans increased 28 basis points. However, relative to the prior quarter, the yield on loans declined 8 basis points. This is attributable to…

Yes, sir. [Operator Instructions] Our first question comes from the line of John Pancari of Evercore. Your question please.

On the NIM trend, just given your NII outlook stable to slightly down from here. What does that imply in terms of your net interest margin trajectory? I know you're here at 3.54. How should we think about how that progresses through the back half and then into 2020? Thanks.

Well, John, I think you know, we're kind of reluctant to provide a lot of specific guidance on the net interest margin, because there are so many things that impact that. So I would rather ask you to focus on net interest income. And again, I'll reiterate that net interest income outlook incorporates the forward curve, which is at least two rate cuts.

And then secondly around the expense commentary, I hear you on the focus of the positive operating leverage. But you indicated that if it gets, in this environment, difficult to achieve that but you remain committed. So could you talk about the magnitude of cost of operating leverage that you believe you can achieve given this tougher backdrop? I know you're digging a lot deeper on expenses. So I want to get an idea, how much leverage we should expect for 2020, for example? Thanks.

Well, John, the issue that we have -- the issue that I have personally in creating the outlook is that the -- again, the interest rate environment has changed so quickly. The revenues are just getting a little harder to predict. And so while we do have hedges on the following rates, when the yield inverts and rates fall, revenues get little harder to predict. Now, we've been able to offset a lot of that through balance sheet growth and loan growth in particular, this quarter. So, getting to your question specifically around positive operating leverage, I feel like, we have enough levers internally to manage expenses to reflect the overall revenue environment. And that's what I tried to say in the comments, and I'd stick to that.

And I would just add, I guess I'd reiterate what I said in my remarks, which is that I would expect second half expenses to be reasonably flat to the first half. And we think the pass due -- some of this get into the pace at which we're taking around projects, including some technology projects. We have some major technology projects that we're not going to -- change the trajectory on is, it would be really damaging to the long-term success of that to do it.But there may be some smaller things that we can find ourselves working and delaying. And as always, some of this can be somewhat self-correcting through incentive compensation programs, which are intended to reflect success when we have successes and weakness when there's weakness. So, I have a reasonable amount of confidence through the rest of the year, and we'll have to see as we get there where we are with both interest rates and expenses we go to 2020. But there's a lot of focus on expense control around here right now.

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

Thanks. Good morning, guys. Good afternoon, I should say. Paul, can you elaborate a little bit on just the deposit cost side? You mentioned you're still seeing the price increases and the mix. Total deposit costs, you said were up 6 basis points this quarter. How does that trend from here in terms of what you could see near term? Do you start to see some of that that pressure come off, maybe you can help us understand that trajectory? Thanks.

Yes, thanks for your question Ken. There're a couple of comments that I'll make. First of all, with an increasing mix in wholesale deposit or wholesale funding, I will note while you didn't specifically asked this. I will note and you saw in our financials, the costs of wholesale borrowings were actually down this quarter. And so while they're expensive overall, on a relative basis, they do react more quickly to market rates. And so, we have seen that. So to the extent rates are falling, I expect the cost of those wholesale borrowing to fall relatively quickly.Now specifically to your question around customer deposits, my comments were really around expectations. We're really a little bit backward looking. In that, we have continued to see deposit price increases even as short-term rates follow. As you know, one month LIBOR was actually down this quarter relative to the last. And the point that I was trying to make in those prepared remarks was we're in this interesting transitory period where we've got very quick reaction on the loan side to change in the market rates, but the deposit rates haven't quite cut up.I will say absolutely and unequivocally, we are very focused on deposit cost as it is one of the key levers that we have to manage overall balance sheet profitability. As we have said, this quarter and in previous quarters, much of the deposit cost increase has come through very targeted exception pricing for our clients. And so we are absolutely reviewing that and looking for opportunities to manage that much more tightly.The other final piece I'll make -- I'll say about deposits is that we have moved some of balance sheet client funds onto our balance sheet, those have shown up in the form of deposits. But those deposits come at a higher rate but are also relatively indexed to overall market rate. And I would expect to see those deposit rates come down as well.

And my follow-up to that is then just, as you work on -- work through the exception pricing. I guess, how do you start to get the sense when that price increase has worked its way through? Meaning, how long do you anticipate that lag being between the LIBOR role and then the lag on the deposits and being able to start to roll those lower?

Kevin, its Scott McLean. Most of -- I think as Paul was trying to indicate, most of the exception price deposits are indexed likely and it's a very large percentage. So it'll adjust pretty quickly, much -- it will adjust pretty quickly.

Okay…

It's really -- and at the end of the day for larger depositors, it's really the function of competitive conditions. Certainly, much less so for smaller depositors and -- but we continue to see the greatest pressure being with the larger depositors.

Thank you. Our next question comes from Peter Winter of Wedbush Securities. Your question please.

Commercial real estate, the loan growth has been very strong the last two quarters, and that's an area that you've highlighted that you're being a little bit more cautious on. So I was wondering if you could talk about the growth there.

Sure. Peter, this is Scott McLean. Thank you for the question. And just a quick comment, we've made pretty much same comment in the first quarter. You are seeing growth in the last couple of quarters there. But if you look at the portfolio over the last two and a half, three years, if you go back to say December of '16, total CRE at that time was $11.3 billion. We sat right in that range, actually a little shy of that at the end of '17, the end of '18.And so just pick up in '19 is really back just about $400 million or $500 million higher than where we were at the end of '16. So really, we've had this, when most banks our size and smaller, have seen really big increases in CRE and particularly construction, we've been pretty flat. And so -- and there is particular increase in the last quarter, or two quarters, has mainly been construction loans funding that were made, nine months to 12 months ago.

So is there still room then for that to grow?

We believe so. In the sense that what we basically said is that we expect our overall loan portfolio to grow mid-single digits, and the CRE portfolio growth would be consistent with that, so that the percentage mix would not change materially. And as you know, about 75% of our CRE portfolio, our $11.8 billion CRE portfolio, is term and 25% construction.

Thank you. Our next question comes from Marty Mosby of Vining-Sparks. Your line is open.

Thanks. I wanted to focus on the quarter, in a sense of reporting $0.99, but there is kind of some unusual things that you really haven't been, I don't think, highlighted quite extensively. One is, you've got the $6 million valuation on the customer swap, which was interesting, that's an unusual situation and then you've got the $8 million sitting over there in the particular loan that went bad, which significantly increased provisioning for this particular quarter. Neither of those sound sustainable. And then you've got $3 million of security losses when interest rates are going down, which you shouldn't really have secured. So, there're really these three transactions that are floating around behind the scenes, which I want to say if you could address, because that represents about $0.08 in EPS when you look at it that?

Marty, this is Paul. I'll provide a little more color. On the credit valuation adjustment, this is related to --we've got our client or the counterparty on interest rate swaps that we sold to them. As the yield curve have flattened and inverted, the value of the swaps to us has increased. That is to say that our clients owe us more on an economic basis with the swaps that we put on.And so, there is an accounting adjustment where we basically -- we have to adjust to market every quarter that amount. And so the $6 million that you referenced and that we recognize this quarter was related to the change in the valuation of those client swaps. But it's not to be really clear an indication, any indication of a change in the credit quality of those underlying swaps, or underlying customers, is strictly, I would characterize an accounting adjustment related to the increased value of the swaps to us. So, that's number one.

So, the whole amount just seems to be provisioned for unfunded commitment almost, and then it's -- I mean it's a reserve against something that hasn't happened yet, and that is -- it's certainly not something we are expecting losses more…

No, right and it's clearly a function of the yield curve, the interest rate environment. Number two was the security losses. That was actually related not to our investment portfolio, but to our portfolio of equity investments through our SBIC. And so that's a valuation adjustment. As you've said, it's pretty infrequent. And some quarters are up and some quarters are down. And it just happened to be $2 million. And I apologize the third item was...

The $8 million on the loss, on the -- in the one loan…

Yes, the current loss. So as I've attempted to say in my prepared remarks, this was not at all an indicative of any underlying trend. It was sort of a one-off loss that we recognized. At least that's the way I'd characterize it. And so, I think you're right to say that if your question is implying that the $8 million loss was not indicative of a trend of significantly increasing credit cost, I would absolutely agree with that.

And then the shift focus completely, the drop in yields on your loans from 4.93 to 4.85 in conjunction with you putting on all these swaps and floors and things that have some costs, although, they are reducing the risk. Is somehow that reflected there? Or is it even in the cost on the depositors? There is some in the costs that happens as you put these derivatives on and some of that's impacting the margin possibly this quarter, because you've been doing so much of that in the last six months.

Yes, not as much in the second quarter. Really the loan yield decline breakdown, as I tried to characterize it, I think we might have it on our slide. It was really -- about half of that was related to the fallen one and three months LIBOR. And then about a half of that was related to, what I would call, the portfolio churn that is the yield of un-coming loans, it was just lower than the yield of loans rolling off. But you're right to the extent we -- certainly, to the extent, if we were to have added a bunch of interest rate swaps at 75 basis points negative carry this quarter, which we didn't do. But have we done that that would have absolutely shown up in the loan yield.

But did you have some costs relative to derivatives that is in your margin right now, which is paying insurance that then limits the -- your margins gone up 50 or 60 basis points since rates started rising. You're not going to give all that back, because you've actually reduced your assets sensitivity but it has a cost to it today?

You're right, Marty. I don't have that number on my fingertips but we can certainly get that.

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

I guess first question is just in terms of loan growth. Obviously, you've had two quarters in a row of pretty strong loan growth. Your guidance is still unchanged, that's moderately increasing. I guess that is mid single digits. But it also implies that loan growth is going to slow, either back half over the next 12 months versus pace that it has been at recently. Is that a fair assessment that loan growth does slow down from here? And if so, why is that the case? Thanks.

Ken, thank you. This is Scott. As we said before, we run the place on mid single digit loan growth and we think it's going to work in 4% to 5% range and it can work in the 6% to 7%, 7 plus percent range. We're not necessarily guiding to slower loan growth. We've had four really good quarters in a row. Those came off of three moderately black quarters, but we have really solid growth. And as you know -- as you can see, the growth is coming consistent with the mix of the portfolio it's about 50% C&I. CRE, as was noted in the earlier question, is about 25% of our growth right now, but it's coming off of about 2.5 flat years.And then consumer, our residential mortgage business, both one to four family and home equity, has been very strong, very consistently strong for the last three years. And we're implementing technology there that we think offer us really continued positive outlook on the mortgage side. So no, we're not necessarily guiding lower, I know the words may imply that. But we feel good about our pipeline.

I think I'd probably just also say. The second quarter was it was a strong quarter. I mean, I wouldn't want to signal that we think that we’re going to do 9% loan growth here on out. I think it was a strong quarter but it was stronger than what we've seen generally the last few quarters. And I think we're just seeing -- we think the moderate loan growth is still probably what we would anticipate. It's hard to project any of this with precision, that's kind of what it feels like over here.

And then maybe just a question for Paul. Paul, you mentioned that you were tightening, I guess, underwriting factors in certain areas. Can you just explain what areas those were, and where were you and where are you now in terms of how you're thinking about underwriting?

If I could, I'll ask Ed Schreiber, our Chief Risk Officer to respond that.

So the areas that we look at is in -- Scott had talked about the lending that we have in the term real estate where we've really taken a hard look, and we have done actually about 18 months so ago is we've taken a hard look in multifamily and as well as office space. And we've taken a hard look at income producing properties. And given where the cap rates are, et cetera, which is still artificially low, we felt that those markets tend to be a little bit overheated, and we've made steps in there to ensure that we're still getting great equity into our deals, et cetera, and holding to our policy.

And I'd add to that. We've reported before that based on what Moody's has put out, our leverage portfolio is less than generally our peers out there, and that portfolio is actually down a little bit year-over-year. So we're not seeing any increases and what is generally perceived as higher risk portfolios.

I guess the other thing I would add is that really the strongest growth we've been seeing in the last year is in our municipal credit portfolio. And these are credits that - -credit score internally very strong, I mean its good quality business. There're smaller they tend to be smaller credits. And they are -- fundamentally overtime, we've been changing the credit profile on the portfolio in a very positive way.So it's also -- I mean, it is a factor in the yields, because the growth we've had, these are -- because they're strong credits, you don't get the same margin that you would in a middle market commercial loan. But the economics of them are still very strong. They tend to be very favorably risk weighted in terms of capital, and that's one of the considerations thereto.

Sorry, Scott, just because you brought it up. I didn't see the leverage lending -- your exposure in the slide deck. Do you have that right on hand?

I don't have it right off hand. Although, I can look for it, it may have been in the deck that we used in Europe. But we can easily get that, it's been in several of our decks.

Yes, we'll come back to at the end of the call, and it's down a little bit from where we last reported it.

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

I wanted to just ask about the rate sensitivity in deposit beta slide. I think you had highlighted 21% total beta data and a 200 basis point cut, or using scenario. So how do you think the betas play out initially if you get 25 or 50? Is there a ramp towards that 21 overtime? Or do you think out of the gate, you're able to cut deposit costs little more aggressively?

This is Paul. Just as win rates have gone up, as rates have gone up, there's been a little bit of a ramp effect. My personal expectation is that it would be similar on the way down. However, the difference being that given the rapid change in rates, I would say that we are all really actively monitoring and managing where deposit rates are relative to market rates. So expectation might be for little bit of ramp, but I would say we are managing for a better outcome.

Thank you. Our next question comes from the line of Brock Vandervliet of UBS. Your line is open.

Following on that question, I saw the 8% downward rate shock analyses were down 200. I know that's down from the first quarter. Based on the forward curve, are you comfortable with your positioning? Are there things you would look to add given the opportunity, or based on your view on rates you're comfortable?

This is Paul. I am comfortable with our positioning, given what the market is willing to give us right now. That is to say, I'm not willing to put on and I think it's true for the committee, our outlook committee that. We're just not willing to institutionalize 50 to 75 basis points of rate cuts and fully realize those with certainty as opposed to what maybe predicted by the market. Over the course of the last four to five years, I think, we have been working down our asset sensitivity. Five years ago, we were a much more asset sensitive bank.And I think philosophically, our outlook committee will continue to work down that asset sensitivity over time. So to the extent that the shape of the curve changes and market expectations change and the levels at which we could provide the hedges change, we will continue to be active in hedging the balance sheet. And over time, I would expect that asset sensitivity to decline further.

And I saw a quick reference to increase in qualitative factors around the provision. I don't think you've touched on that. Was that a material item this quarter? Are you seeing anything new there?

I would say, no. That was just my attempt to provide full color and clarity as it relates to the drivers of the allowance.

Okay, thanks for the color.

Thank you.

Latif, this is James Abbott here. I just wanted to answer a question from earlier on the leverage lending. It's about $1.2 billion of leverage loans per the FDIC's definition of what leveraged loan is.

Thank you. And our next question comes from the line of Kevin Barker of Piper Jaffray. Your question, please.

I just want to follow up on the operating leverage question earlier, and some of your guidance around keeping non-interest expense in line with revenue. Are you saying that you're going to sustain the expense base in-line with your revenue no matter what the revenue looks like? Or are you willing to even tweak that depending on the revenue outlook?

What I was trying to say, this is Scott. What I was trying to say was that we recognize that the revenue outlook has become a little less predictable as the rate environment has changed, or changed very rapidly. And so we are really focused organizationally on managing our expenses to reflect that revenue environment. So that is to say, to the extent revenue does weaken then we will absolutely go back and take a look at expenses and see where we can manage those more tightly.

And then when you think about the opportunities on the expense side. Where do you see areas where you could cut expenses, whether it's branch count, back office, or decreasing investment and some of the things that you see out there today?

This is Scott. I would just comment -- Harris mentioned we do have a lot of projects underway. The one big technology project we're not inclined to slow our spend right there, because we're on a path to install our new deposit system in about two and a half years. But there is a portfolio of other projects that we could slow down a bit that have a current P&L impact. And then there's just a variety, just this simple, easy, fast, safe collection of projects that are going on. There's just a big bucket full of smaller expense opportunities that we're working on at any point in time. And then finally, incentive comp is certainly a factor, as Harris noted.

Thank you. Our next question comes from Steve Moss of B. Riley FBR. Your question please.

Just wondering here with the increase in wholesale funding. How much higher do you expect it will go if loan growth remains strong? Or will you use securities perhaps to fund some of your loan growth? And then also just one related thing there. What were your yields on loans for the quarter?

As it relates to the wholesale funds, obviously, that's a function of loan and deposit growth. In most recent quarter, clearly, we saw loan growth exceeding deposit growth. But we organizationally, I'd say over the last couple years, have really changed the way we are approaching the market with respect to garnering deposits. And so, I remain hopeful that we'll be able to maintain some level of deposit growth that will support that loan growth. And therefore, the reliance on wholesale funding would be also limited.As it relates to securities portfolio, as I said in my prepared remarks or maybe as in the outlook slide, my expectation is that we could continue to see a modest decline in securities portfolio that will be helpful, as it relates to funding loan growth. James usually has at his fingertips the oncoming loan yield. I do not have that on top of my head. So James, if you have it, great. And if not, we'll get back to you.

I would -- we do have it, but it's not -- the way I would probably best describe it is this. Over the last two to three quarters, we've seen a shift from where the back book loans that were maturing and rolling off. And the front book, the new loans that are coming on has moved from being neutral to somewhat negative, meaning that the old loans rolling off are at a higher yield than the new loans coming on.And part of that is what Harris mentioned with the municipal loans. We're putting on a decent portion of municipal loans, residential mortgage loans. All of those have lower loan yields than where they have been in the past. And so at the end of the day, I can give you the exact number but it's -- what's more important is that difference between the front book and back book. And I would say that's in the 15 basis points area, and it has been for the last couple of quarters in that area.

And then just wondering any updated thoughts on capital targets here? And if maybe some of the signs, just slowing economy are having – are impacting your capital thoughts?

Well, I'll start and others can join in. We repurchased $275 million in the second quarter. You saw that consistent with I think the pace that we've been on for the last several quarters. As Harris said in his remarks, we set forth probably now -- a good 12 month ago, we set forth a target to be at peer median, or peer median plus as it relates to the common equity Tier 1 ratio. And there hasn't -- we haven't seen anything that has taken us off pace to achieve that.

Thanks. Your next question comes from David Long of Raymond James. Your question please.

Could you guys provide additional detail on that $8 million credit that charged-off, maybe what industry or what geography that was located in?

We did not. I didn't think it was big enough to call out that sort of details. Other than to say that we do not believe that was related to any other underlying trend in the portfolio.

And maybe I'm jumping the gun here a bit on CECL, it sounds like you'll give some color may be next quarter. But at this point, has the implications of CECL impacted your appetite to originate loans in any specific categories?

Not at this point. But we do think that that's one of the perverse ramifications of CECL potentially down the road. But at this point, no.

Thank you. At this time, I'd like to turn the call back over to James Abbott for any closing remarks. Sir?

Thank you everyone for joining the call today. We appreciate your attendance, and we appreciate all the questions. If there are further questions, we are happy to take them. I'll be around throughout the evening and throughout the rest of the week.So thank you for your time, and we'll see you again shortly. Have a good night.

Thank you, sir. Ladies and gentlemen, this concludes today's conference. Thank you for your participation and have a wonderful day. You may disconnect your lines at this time.