ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
UTAH
|
87-0227400
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
One South Main, 15
th
Floor
Salt Lake City, Utah
|
84133
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
Common Stock, without par value, outstanding at November 2, 2015
|
204,294,516 shares
|
|
|
Page
|
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
(Unaudited)
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|||||||
(In thousands, except shares)
|
September 30,
2015 |
|
December 31,
2014 |
||||
(Unaudited)
|
|
|
|||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
602,694
|
|
|
$
|
841,942
|
|
Money market investments:
|
|
|
|
||||
Interest-bearing deposits
|
6,558,678
|
|
|
7,178,097
|
|
||
Federal funds sold and security resell agreements
|
1,325,501
|
|
|
1,386,291
|
|
||
Investment securities:
|
|
|
|
||||
Held-to-maturity, at amortized cost (approximate fair value $553,088 and $677,196)
|
544,168
|
|
|
647,252
|
|
||
Available-for-sale, at fair value
|
6,000,011
|
|
|
3,844,248
|
|
||
Trading account, at fair value
|
73,521
|
|
|
70,601
|
|
||
|
6,617,700
|
|
|
4,562,101
|
|
||
|
|
|
|
||||
Loans held for sale
|
139,122
|
|
|
132,504
|
|
||
|
|
|
|
||||
Loans and leases, net of unearned income and fees
|
40,113,123
|
|
|
40,063,658
|
|
||
Less allowance for loan losses
|
596,440
|
|
|
604,663
|
|
||
Loans, net of allowance
|
39,516,683
|
|
|
39,458,995
|
|
||
|
|
|
|
||||
Other noninterest-bearing investments
|
851,225
|
|
|
865,950
|
|
||
Premises and equipment, net
|
873,800
|
|
|
829,809
|
|
||
Goodwill
|
1,014,129
|
|
|
1,014,129
|
|
||
Core deposit and other intangibles
|
18,546
|
|
|
25,520
|
|
||
Other real estate owned
|
12,799
|
|
|
18,916
|
|
||
Other assets
|
880,050
|
|
|
894,620
|
|
||
|
$
|
58,410,927
|
|
|
$
|
57,208,874
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing demand
|
$
|
21,572,022
|
|
|
$
|
20,529,124
|
|
Interest-bearing:
|
|
|
|
||||
Savings and money market
|
24,690,359
|
|
|
24,583,636
|
|
||
Time
|
2,216,206
|
|
|
2,406,924
|
|
||
Foreign
|
441,560
|
|
|
328,391
|
|
||
|
48,920,147
|
|
|
47,848,075
|
|
||
|
|
|
|
||||
Federal funds and other short-term borrowings
|
272,391
|
|
|
244,223
|
|
||
Long-term debt
|
944,752
|
|
|
1,092,282
|
|
||
Reserve for unfunded lending commitments
|
81,389
|
|
|
81,076
|
|
||
Other liabilities
|
554,153
|
|
|
573,688
|
|
||
Total liabilities
|
50,772,832
|
|
|
49,839,344
|
|
||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, without par value, authorized 4,400,000 shares
|
1,004,159
|
|
|
1,004,011
|
|
||
Common stock, without par value; authorized 350,000,000 shares; issued and outstanding 204,278,594 and 203,014,903 shares
|
4,756,288
|
|
|
4,723,855
|
|
||
Retained earnings
|
1,894,623
|
|
|
1,769,705
|
|
||
Accumulated other comprehensive income (loss)
|
(16,975
|
)
|
|
(128,041
|
)
|
||
Total shareholders’ equity
|
7,638,095
|
|
|
7,369,530
|
|
||
|
$
|
58,410,927
|
|
|
$
|
57,208,874
|
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
|
|||||||||||||||
(In thousands, except per share amounts)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Interest income:
|
|
|
|
|
|
|
|
||||||||
Interest and fees on loans
|
$
|
419,981
|
|
|
$
|
430,416
|
|
|
$
|
1,256,378
|
|
|
$
|
1,298,567
|
|
Interest on money market investments
|
6,018
|
|
|
5,483
|
|
|
17,021
|
|
|
15,501
|
|
||||
Interest on securities
|
30,231
|
|
|
24,377
|
|
|
86,513
|
|
|
76,973
|
|
||||
Total interest income
|
456,230
|
|
|
460,276
|
|
|
1,359,912
|
|
|
1,391,041
|
|
||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Interest on deposits
|
12,542
|
|
|
12,313
|
|
|
36,967
|
|
|
37,188
|
|
||||
Interest on short- and long-term borrowings
|
18,311
|
|
|
31,144
|
|
|
56,518
|
|
|
104,280
|
|
||||
Total interest expense
|
30,853
|
|
|
43,457
|
|
|
93,485
|
|
|
141,468
|
|
||||
Net interest income
|
425,377
|
|
|
416,819
|
|
|
1,266,427
|
|
|
1,249,573
|
|
||||
Provision for loan losses
|
18,262
|
|
|
(54,643
|
)
|
|
17,334
|
|
|
(109,669
|
)
|
||||
Net interest income after provision for loan losses
|
407,115
|
|
|
471,462
|
|
|
1,249,093
|
|
|
1,359,242
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Noninterest income:
|
|
|
|
|
|
|
|
||||||||
Service charges and fees on deposit accounts
|
43,196
|
|
|
43,468
|
|
|
126,006
|
|
|
126,068
|
|
||||
Other service charges, commissions and fees
|
52,837
|
|
|
51,639
|
|
|
152,028
|
|
|
143,847
|
|
||||
Wealth management income
|
7,496
|
|
|
7,438
|
|
|
23,271
|
|
|
22,495
|
|
||||
Loan sales and servicing income
|
7,728
|
|
|
7,592
|
|
|
23,816
|
|
|
22,020
|
|
||||
Capital markets and foreign exchange
|
6,624
|
|
|
5,400
|
|
|
19,400
|
|
|
16,319
|
|
||||
Dividends and other investment income
|
8,449
|
|
|
11,324
|
|
|
27,164
|
|
|
27,183
|
|
||||
Fair value and nonhedge derivative income (loss)
|
(1,555
|
)
|
|
44
|
|
|
(799
|
)
|
|
(10,429
|
)
|
||||
Equity securities gains, net
|
3,630
|
|
|
440
|
|
|
11,822
|
|
|
3,865
|
|
||||
Fixed income securities gains (losses), net
|
(53
|
)
|
|
(13,901
|
)
|
|
(138,728
|
)
|
|
22,039
|
|
||||
Impairment losses on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
||||
Less amounts recognized in other comprehensive income
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Net impairment losses on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
||||
Other
|
2,461
|
|
|
2,627
|
|
|
9,076
|
|
|
5,854
|
|
||||
Total noninterest income
|
130,813
|
|
|
116,071
|
|
|
253,056
|
|
|
379,234
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Noninterest expense:
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
242,023
|
|
|
245,518
|
|
|
736,675
|
|
|
717,680
|
|
||||
Occupancy, net
|
29,477
|
|
|
28,495
|
|
|
88,911
|
|
|
85,739
|
|
||||
Furniture, equipment and software
|
30,416
|
|
|
28,524
|
|
|
91,376
|
|
|
84,454
|
|
||||
Other real estate expense, net
|
(40
|
)
|
|
875
|
|
|
(111
|
)
|
|
2,216
|
|
||||
Credit-related expense
|
6,914
|
|
|
6,508
|
|
|
20,959
|
|
|
20,615
|
|
||||
Provision for unfunded lending commitments
|
1,428
|
|
|
(16,095
|
)
|
|
313
|
|
|
(10,328
|
)
|
||||
Professional and legal services
|
12,699
|
|
|
16,588
|
|
|
37,292
|
|
|
39,754
|
|
||||
Advertising
|
6,136
|
|
|
6,094
|
|
|
19,622
|
|
|
19,295
|
|
||||
FDIC premiums
|
8,500
|
|
|
8,204
|
|
|
25,228
|
|
|
24,143
|
|
||||
Amortization of core deposit and other intangibles
|
2,298
|
|
|
2,665
|
|
|
6,974
|
|
|
8,283
|
|
||||
Debt extinguishment cost
|
—
|
|
|
44,422
|
|
|
2,395
|
|
|
44,422
|
|
||||
Other
|
56,298
|
|
|
66,738
|
|
|
168,076
|
|
|
206,353
|
|
||||
Total noninterest expense
|
396,149
|
|
|
438,536
|
|
|
1,197,710
|
|
|
1,242,626
|
|
||||
Income before income taxes
|
141,779
|
|
|
148,997
|
|
|
304,439
|
|
|
495,850
|
|
||||
Income taxes
|
40,780
|
|
|
53,109
|
|
|
97,455
|
|
|
179,202
|
|
||||
Net income
|
100,999
|
|
|
95,888
|
|
|
206,984
|
|
|
316,648
|
|
||||
Dividends on preferred stock
|
(16,761
|
)
|
|
(16,761
|
)
|
|
(48,567
|
)
|
|
(56,841
|
)
|
||||
Net earnings applicable to common shareholders
|
$
|
84,238
|
|
|
$
|
79,127
|
|
|
$
|
158,417
|
|
|
$
|
259,807
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding during the period:
|
|
|
|
|
|
|
|
||||||||
Basic shares
|
203,668
|
|
|
196,687
|
|
|
203,057
|
|
|
188,643
|
|
||||
Diluted shares
|
204,155
|
|
|
197,271
|
|
|
203,511
|
|
|
189,260
|
|
||||
Net earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.41
|
|
|
$
|
0.40
|
|
|
$
|
0.77
|
|
|
$
|
1.36
|
|
Diluted
|
0.41
|
|
|
0.40
|
|
|
0.77
|
|
|
1.36
|
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
|
||||||||||||||||
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income for the period
|
|
$
|
100,999
|
|
|
$
|
95,888
|
|
|
$
|
206,984
|
|
|
$
|
316,648
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized holding gains on investment securities
|
|
11,268
|
|
|
18,265
|
|
|
4,460
|
|
|
100,723
|
|
||||
Reclassification of HTM securities to AFS securities
|
|
—
|
|
|
—
|
|
|
10,938
|
|
|
—
|
|
||||
Reclassification to earnings for realized net fixed income securities losses (gains)
|
|
33
|
|
|
7,886
|
|
|
85,845
|
|
|
(20,058
|
)
|
||||
Reclassification to earnings for net credit-related impairment losses on investment securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||
Accretion of securities with noncredit-related impairment losses not expected to be sold
|
|
—
|
|
|
276
|
|
|
—
|
|
|
835
|
|
||||
Net unrealized gains (losses) on other noninterest-bearing investments
|
|
(1,881
|
)
|
|
454
|
|
|
94
|
|
|
(333
|
)
|
||||
Net unrealized holding gains (losses) on derivative instruments
|
|
10,607
|
|
|
(508
|
)
|
|
12,941
|
|
|
1,011
|
|
||||
Reclassification adjustment for increase in interest income recognized in earnings on derivative instruments
|
|
(1,830
|
)
|
|
(463
|
)
|
|
(3,212
|
)
|
|
(1,021
|
)
|
||||
Other comprehensive income
|
|
18,197
|
|
|
25,910
|
|
|
111,066
|
|
|
81,174
|
|
||||
Comprehensive income
|
|
$
|
119,196
|
|
|
$
|
121,798
|
|
|
$
|
318,050
|
|
|
$
|
397,822
|
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSO
LIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
|
||||||||||||||||||||||||
(In thousands, except shares
and per share amounts)
|
Preferred
stock
|
|
Common stock
|
|
Retained earnings
|
|
Accumulated other
comprehensive income (loss)
|
|
Total
shareholders’ equity
|
|||||||||||||||
Shares
|
|
Amount
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2014
|
$
|
1,004,011
|
|
|
203,014,903
|
|
|
$
|
4,723,855
|
|
|
$
|
1,769,705
|
|
|
|
$
|
(128,041
|
)
|
|
|
$
|
7,369,530
|
|
Net income for the period
|
|
|
|
|
|
|
206,984
|
|
|
|
|
|
|
206,984
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
111,066
|
|
|
|
111,066
|
|
|||||||||
Subordinated debt converted to preferred stock
|
148
|
|
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
104
|
|
||||||||
Net activity under employee plans and related tax benefits
|
|
|
1,263,691
|
|
|
32,477
|
|
|
|
|
|
|
|
|
32,477
|
|
||||||||
Dividends on preferred stock
|
|
|
|
|
|
|
|
(48,567
|
)
|
|
|
|
|
|
(48,567
|
)
|
||||||||
Dividends on common stock, $0.16 per share
|
|
|
|
|
|
|
(32,785
|
)
|
|
|
|
|
|
(32,785
|
)
|
|||||||||
Change in deferred compensation
|
|
|
|
|
|
|
(714
|
)
|
|
|
|
|
|
(714
|
)
|
|||||||||
Balance at September 30, 2015
|
$
|
1,004,159
|
|
|
204,278,594
|
|
|
$
|
4,756,288
|
|
|
$
|
1,894,623
|
|
|
|
$
|
(16,975
|
)
|
|
|
$
|
7,638,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2013
|
$
|
1,003,970
|
|
|
184,677,696
|
|
|
$
|
4,179,024
|
|
|
$
|
1,473,670
|
|
|
|
$
|
(192,101
|
)
|
|
|
$
|
6,464,563
|
|
Net income for the period
|
|
|
|
|
|
|
316,648
|
|
|
|
|
|
|
316,648
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
81,174
|
|
|
|
81,174
|
|
|||||||||
Issuance of common stock
|
|
|
17,617,450
|
|
|
515,856
|
|
|
|
|
|
|
|
|
515,856
|
|
||||||||
Subordinated debt converted to preferred stock
|
36
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
31
|
|
||||||||
Net activity under employee plans and related tax benefits
|
|
|
603,345
|
|
|
22,420
|
|
|
|
|
|
|
|
|
22,420
|
|
||||||||
Dividends on preferred stock
|
|
|
|
|
|
|
|
(56,841
|
)
|
|
|
|
|
|
(56,841
|
)
|
||||||||
Dividends on common stock, $0.12 per share
|
|
|
|
|
|
|
(23,039
|
)
|
|
|
|
|
|
(23,039
|
)
|
|||||||||
Change in deferred compensation
|
|
|
|
|
|
|
1,347
|
|
|
|
|
|
|
1,347
|
|
|||||||||
Balance at September 30, 2014
|
$
|
1,004,006
|
|
|
202,898,491
|
|
|
$
|
4,717,295
|
|
|
$
|
1,711,785
|
|
|
|
$
|
(110,927
|
)
|
|
|
$
|
7,322,159
|
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|||||||||||||||
(In thousands)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net income for the period
|
$
|
100,999
|
|
|
$
|
95,888
|
|
|
$
|
206,984
|
|
|
$
|
316,648
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Debt extinguishment cost
|
—
|
|
|
44,422
|
|
|
2,395
|
|
|
44,422
|
|
||||
Provision for credit losses
|
19,690
|
|
|
(70,738
|
)
|
|
17,647
|
|
|
(119,997
|
)
|
||||
Depreciation and amortization
|
40,281
|
|
|
33,860
|
|
|
109,563
|
|
|
97,414
|
|
||||
Fixed income securities losses (gains), net
|
53
|
|
|
13,901
|
|
|
138,728
|
|
|
(22,039
|
)
|
||||
Deferred income tax expense (benefit)
|
(10,027
|
)
|
|
2,960
|
|
|
(51,056
|
)
|
|
22,368
|
|
||||
Net decrease (increase) in trading securities
|
970
|
|
|
1,241
|
|
|
(2,950
|
)
|
|
(20,868
|
)
|
||||
Net decrease in loans held for sale
|
23,314
|
|
|
53,820
|
|
|
3,263
|
|
|
60,774
|
|
||||
Change in other liabilities
|
21,525
|
|
|
33,919
|
|
|
(14,738
|
)
|
|
(24,598
|
)
|
||||
Change in other assets
|
31,178
|
|
|
4,739
|
|
|
(1,991
|
)
|
|
(8,721
|
)
|
||||
Other, net
|
(15,461
|
)
|
|
(5,745
|
)
|
|
(21,475
|
)
|
|
6,528
|
|
||||
Net cash provided by operating activities
|
212,522
|
|
|
208,267
|
|
|
386,370
|
|
|
351,931
|
|
||||
|
|
|
|
|
|
|
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net decrease (increase) in money market investments
|
1,181,378
|
|
|
(955,971
|
)
|
|
680,209
|
|
|
635,594
|
|
||||
Proceeds from maturities and paydowns of investment securities
held-to-maturity
|
26,875
|
|
|
20,796
|
|
|
87,785
|
|
|
58,921
|
|
||||
Purchases of investment securities held-to-maturity
|
(142
|
)
|
|
(14,964
|
)
|
|
(24,203
|
)
|
|
(78,228
|
)
|
||||
Proceeds from sales, maturities, and paydowns of investment securities available-for-sale
|
385,584
|
|
|
374,973
|
|
|
1,365,851
|
|
|
1,417,234
|
|
||||
Purchases of investment securities available-for-sale
|
(1,728,939
|
)
|
|
(451,212
|
)
|
|
(3,486,509
|
)
|
|
(1,125,036
|
)
|
||||
Net change in loans and leases
|
(122,868
|
)
|
|
(126,173
|
)
|
|
(74,974
|
)
|
|
(738,706
|
)
|
||||
Purchases of premises and equipment
|
(38,747
|
)
|
|
(26,153
|
)
|
|
(106,115
|
)
|
|
(138,884
|
)
|
||||
Proceeds from sales of other real estate owned
|
8,019
|
|
|
8,200
|
|
|
16,592
|
|
|
37,112
|
|
||||
Other, net
|
17,610
|
|
|
12,799
|
|
|
46,935
|
|
|
19,796
|
|
||||
Net cash provided by (used in) investing activities
|
(271,230
|
)
|
|
(1,157,705
|
)
|
|
(1,494,429
|
)
|
|
87,803
|
|
||||
|
|
|
|
|
|
|
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net increase (decrease) in deposits
|
(16,977
|
)
|
|
594,422
|
|
|
1,072,072
|
|
|
(96,321
|
)
|
||||
Net change in short-term funds borrowed
|
45,267
|
|
|
(66,603
|
)
|
|
28,168
|
|
|
(148,550
|
)
|
||||
Repayments of long-term debt
|
(111,477
|
)
|
|
(834,964
|
)
|
|
(164,082
|
)
|
|
(1,196,123
|
)
|
||||
Debt extinguishment costs paid
|
—
|
|
|
(35,435
|
)
|
|
(2,395
|
)
|
|
(35,435
|
)
|
||||
Proceeds from the issuance of common stock
|
13,599
|
|
|
519,559
|
|
|
19,631
|
|
|
524,080
|
|
||||
Dividends paid on common and preferred stock
|
(27,420
|
)
|
|
(23,243
|
)
|
|
(79,699
|
)
|
|
(71,191
|
)
|
||||
Other, net
|
172
|
|
|
112
|
|
|
(4,884
|
)
|
|
(3,579
|
)
|
||||
Net cash provided by (used in) financing activities
|
(96,836
|
)
|
|
153,848
|
|
|
868,811
|
|
|
(1,027,119
|
)
|
||||
Net decrease in cash and due from banks
|
(155,544
|
)
|
|
(795,590
|
)
|
|
(239,248
|
)
|
|
(587,385
|
)
|
||||
Cash and due from banks at beginning of period
|
758,238
|
|
|
1,381,262
|
|
|
841,942
|
|
|
1,173,057
|
|
||||
Cash and due from banks at end of period
|
$
|
602,694
|
|
|
$
|
585,672
|
|
|
$
|
602,694
|
|
|
$
|
585,672
|
|
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
22,162
|
|
|
$
|
41,138
|
|
|
$
|
73,219
|
|
|
$
|
122,807
|
|
Net cash paid for income taxes
|
8,679
|
|
|
58,645
|
|
|
100,505
|
|
|
181,301
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
3.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
(In thousands)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
|
|
|
|
|
|
|
||||||||
Loans and leases transferred to other real estate owned
|
$
|
3,446
|
|
|
$
|
8,954
|
|
|
$
|
10,098
|
|
|
$
|
20,197
|
|
Loans held for sale reclassified as loans and leases
|
22,299
|
|
|
9,658
|
|
|
33,042
|
|
|
14,739
|
|
||||
Amortized cost of HTM securities reclassified as AFS securities
|
—
|
|
|
—
|
|
|
79,276
|
|
|
—
|
|
4.
|
OFFSETTING ASSETS AND LIABILITIES
|
|
|
September 30, 2015
|
||||||||||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
Gross amounts not offset in the balance sheet
|
|
|
||||||||||||||
Description
|
|
Gross amounts recognized
|
|
Gross amounts offset in the balance sheet
|
|
Net amounts presented in the balance sheet
|
|
Financial instruments
|
|
Cash collateral received/pledged
|
|
Net amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal funds sold and security resell agreements
|
|
$
|
1,325,501
|
|
|
$
|
—
|
|
|
$
|
1,325,501
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,325,501
|
|
Derivatives (included in other assets)
|
|
103,119
|
|
|
—
|
|
|
103,119
|
|
|
(17,207
|
)
|
|
—
|
|
|
85,912
|
|
||||||
|
|
$
|
1,428,620
|
|
|
$
|
—
|
|
|
$
|
1,428,620
|
|
|
$
|
(17,207
|
)
|
|
$
|
—
|
|
|
$
|
1,411,413
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal funds and other short-term borrowings
|
|
$
|
272,391
|
|
|
$
|
—
|
|
|
$
|
272,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
272,391
|
|
Derivatives (included in other liabilities)
|
|
86,363
|
|
|
—
|
|
|
86,363
|
|
|
(17,207
|
)
|
|
(37,109
|
)
|
|
32,047
|
|
||||||
|
|
$
|
358,754
|
|
|
$
|
—
|
|
|
$
|
358,754
|
|
|
$
|
(17,207
|
)
|
|
$
|
(37,109
|
)
|
|
$
|
304,438
|
|
|
|
December 31, 2014
|
||||||||||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
Gross amounts not offset in the balance sheet
|
|
|
||||||||||||||
Description
|
|
Gross amounts recognized
|
|
Gross amounts offset in the balance sheet
|
|
Net amounts presented in the balance sheet
|
|
Financial instruments
|
|
Cash collateral received/pledged
|
|
Net amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal funds sold and security resell agreements
|
|
$
|
1,386,291
|
|
|
$
|
—
|
|
|
$
|
1,386,291
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,386,291
|
|
Derivatives (included in other assets)
|
|
66,420
|
|
|
—
|
|
|
66,420
|
|
|
(3,755
|
)
|
|
|
|
62,665
|
|
|||||||
|
|
$
|
1,452,711
|
|
|
$
|
—
|
|
|
$
|
1,452,711
|
|
|
$
|
(3,755
|
)
|
|
$
|
—
|
|
|
$
|
1,448,956
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal funds and other short-term borrowings
|
|
$
|
244,223
|
|
|
$
|
—
|
|
|
$
|
244,223
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
244,223
|
|
Derivatives (included in other liabilities)
|
|
66,064
|
|
|
—
|
|
|
66,064
|
|
|
(3,755
|
)
|
|
(31,968
|
)
|
|
30,341
|
|
||||||
|
|
$
|
310,287
|
|
|
$
|
—
|
|
|
$
|
310,287
|
|
|
$
|
(3,755
|
)
|
|
$
|
(31,968
|
)
|
|
$
|
274,564
|
|
5.
|
INVESTMENTS
|
|
September 30, 2015
|
||||||||||||||
(In thousands)
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated fair
value
|
||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
$
|
544,168
|
|
|
$
|
9,976
|
|
|
$
|
1,056
|
|
|
$
|
553,088
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale
|
|
|
|
|
|
|
|
||||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
||||||||
Agency securities
|
1,102,978
|
|
|
7,147
|
|
|
578
|
|
|
1,109,547
|
|
||||
Agency guaranteed mortgage-backed securities
|
2,805,901
|
|
|
12,989
|
|
|
5,619
|
|
|
2,813,271
|
|
||||
Small Business Administration loan-backed securities
|
1,815,766
|
|
|
14,177
|
|
|
10,779
|
|
|
1,819,164
|
|
||||
Municipal securities
|
212,698
|
|
|
1,059
|
|
|
359
|
|
|
213,398
|
|
||||
Other debt securities
|
25,485
|
|
|
187
|
|
|
2,905
|
|
|
22,767
|
|
||||
|
5,962,828
|
|
|
35,559
|
|
|
20,240
|
|
|
5,978,147
|
|
||||
Money market mutual funds and other
|
21,773
|
|
|
91
|
|
|
—
|
|
|
21,864
|
|
||||
|
5,984,601
|
|
|
35,650
|
|
|
20,240
|
|
|
6,000,011
|
|
||||
Total
|
$
|
6,528,769
|
|
|
$
|
45,626
|
|
|
$
|
21,296
|
|
|
$
|
6,553,099
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||
|
|
|
Recognized in OCI
1
|
|
|
|
Not recognized in OCI
|
|
|
||||||||||||||||||
(In thousands)
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Carrying
value
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Municipal securities
|
$
|
607,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
607,675
|
|
|
$
|
13,018
|
|
|
$
|
804
|
|
|
$
|
619,889
|
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trust preferred securities – banks and insurance
|
79,276
|
|
|
—
|
|
|
39,699
|
|
|
39,577
|
|
|
18,393
|
|
|
663
|
|
|
57,307
|
|
|||||||
|
686,951
|
|
|
—
|
|
|
39,699
|
|
|
647,252
|
|
|
$
|
31,411
|
|
|
$
|
1,467
|
|
|
677,196
|
|
|||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency securities
|
607,523
|
|
|
1,572
|
|
|
8,343
|
|
|
600,752
|
|
|
|
|
|
|
600,752
|
|
|||||||||
Agency guaranteed mortgage-backed securities
|
935,164
|
|
|
12,132
|
|
|
2,105
|
|
|
945,191
|
|
|
|
|
|
|
945,191
|
|
|||||||||
Small Business Administration loan-backed securities
|
1,544,710
|
|
|
16,446
|
|
|
8,891
|
|
|
1,552,265
|
|
|
|
|
|
|
1,552,265
|
|
|||||||||
Municipal securities
|
189,059
|
|
|
1,143
|
|
|
945
|
|
|
189,257
|
|
|
|
|
|
|
189,257
|
|
|||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trust preferred securities – banks and insurance
|
537,589
|
|
|
103
|
|
|
121,984
|
|
|
415,708
|
|
|
|
|
|
|
415,708
|
|
|||||||||
Other
|
5,252
|
|
|
207
|
|
|
7
|
|
|
5,452
|
|
|
|
|
|
|
5,452
|
|
|||||||||
|
3,819,297
|
|
|
31,603
|
|
|
142,275
|
|
|
3,708,625
|
|
|
|
|
|
|
3,708,625
|
|
|||||||||
Money market mutual funds and other
|
136,591
|
|
|
76
|
|
|
1,044
|
|
|
135,623
|
|
|
|
|
|
|
135,623
|
|
|||||||||
|
3,955,888
|
|
|
31,679
|
|
|
143,319
|
|
|
3,844,248
|
|
|
|
|
|
|
3,844,248
|
|
|||||||||
Total
|
$
|
4,642,839
|
|
|
$
|
31,679
|
|
|
$
|
183,018
|
|
|
$
|
4,491,500
|
|
|
|
|
|
|
$
|
4,521,444
|
|
1
|
Other comprehensive income
|
|
Held-to-maturity
|
|
Available-for-sale
|
||||||||||||
(In thousands)
|
Amortized
cost
|
|
Estimated
fair
value
|
|
Amortized
cost
|
|
Estimated
fair
value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Principal return in one year or less
|
$
|
88,169
|
|
|
$
|
88,714
|
|
|
$
|
822,647
|
|
|
$
|
824,744
|
|
Principal return after one year through five years
|
168,734
|
|
|
171,164
|
|
|
2,314,091
|
|
|
2,319,836
|
|
||||
Principal return after five years through ten years
|
152,942
|
|
|
158,331
|
|
|
1,857,898
|
|
|
1,862,624
|
|
||||
Principal return after ten years
|
134,323
|
|
|
134,879
|
|
|
968,192
|
|
|
970,943
|
|
||||
|
$
|
544,168
|
|
|
$
|
553,088
|
|
|
$
|
5,962,828
|
|
|
$
|
5,978,147
|
|
|
December 31, 2014
|
|||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
|||||||||||||||||||
(In thousands)
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
|||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Municipal securities
|
$
|
527
|
|
|
$
|
62,762
|
|
|
$
|
277
|
|
|
$
|
14,003
|
|
|
$
|
804
|
|
|
$
|
76,765
|
|
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trust preferred securities – banks and insurance
|
53
|
|
|
122
|
|
|
40,309
|
|
|
57,186
|
|
|
40,362
|
|
|
57,308
|
|
|||||||
|
580
|
|
|
62,884
|
|
|
40,586
|
|
|
71,189
|
|
|
41,166
|
|
|
134,073
|
|
|||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Agency securities
|
4,510
|
|
|
295,694
|
|
|
3,833
|
|
|
101,188
|
|
|
8,343
|
|
|
396,882
|
|
|||||||
Agency guaranteed mortgage-backed securities
|
1,914
|
|
|
425,114
|
|
|
191
|
|
|
12,124
|
|
|
2,105
|
|
|
437,238
|
|
|||||||
Small Business Administration loan-backed securities
|
5,869
|
|
|
495,817
|
|
|
3,022
|
|
|
175,523
|
|
|
8,891
|
|
|
671,340
|
|
|||||||
Municipal securities
|
258
|
|
|
36,551
|
|
|
687
|
|
|
4,616
|
|
|
945
|
|
|
41,167
|
|
|||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trust preferred securities – banks and insurance
|
—
|
|
|
—
|
|
|
121,984
|
|
|
405,605
|
|
|
121,984
|
|
|
405,605
|
|
|||||||
Other
|
7
|
|
|
1,607
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
1,607
|
|
|||||||
|
12,558
|
|
|
1,254,783
|
|
|
129,717
|
|
|
699,056
|
|
|
142,275
|
|
|
1,953,839
|
|
|||||||
Money market mutual funds and other
|
1,044
|
|
|
71,907
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
|
71,907
|
|
|||||||
|
13,602
|
|
|
1,326,690
|
|
|
129,717
|
|
|
699,056
|
|
|
143,319
|
|
|
2,025,746
|
|
|||||||
Total
|
$
|
14,182
|
|
|
$
|
1,389,574
|
|
|
$
|
170,303
|
|
|
$
|
770,245
|
|
|
$
|
184,485
|
|
|
$
|
2,159,819
|
|
(In thousands)
|
Three Months Ended
September 30, 2015 |
|
Nine Months Ended
September 30, 2015 |
||||||||||||||||||||
HTM
|
|
AFS
|
|
Total
|
|
HTM
|
|
AFS
|
|
Total
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance of credit-related OTTI at beginning
of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9,079
|
)
|
|
$
|
(95,472
|
)
|
|
$
|
(104,551
|
)
|
Reductions for securities sold or paid off during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,551
|
|
|
104,551
|
|
||||||
Reclassification of securities from HTM to AFS
|
—
|
|
|
—
|
|
|
—
|
|
|
9,079
|
|
|
(9,079
|
)
|
|
—
|
|
||||||
Balance of credit-related OTTI at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
Three Months Ended
September 30, 2014 |
|
Nine Months Ended
September 30, 2014 |
||||||||||||||||||||
HTM
|
|
AFS
|
|
Total
|
|
HTM
|
|
AFS
|
|
Total
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance of credit-related OTTI at beginning
of period
|
$
|
(9,079
|
)
|
|
$
|
(163,914
|
)
|
|
$
|
(172,993
|
)
|
|
$
|
(9,052
|
)
|
|
$
|
(176,833
|
)
|
|
$
|
(185,885
|
)
|
Additions recognized in earnings during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additional credit-related OTTI on securities previously impaired
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
||||||
Reductions for securities sold or paid off during the period
|
—
|
|
|
44,929
|
|
|
44,929
|
|
|
—
|
|
|
57,848
|
|
|
57,848
|
|
||||||
Balance of credit-related OTTI at end of period
|
$
|
(9,079
|
)
|
|
$
|
(118,985
|
)
|
|
$
|
(128,064
|
)
|
|
$
|
(9,079
|
)
|
|
$
|
(118,985
|
)
|
|
$
|
(128,064
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||||||||||||||||||
|
September 30, 2015
|
|
September 30, 2014
|
|
September 30, 2015
|
|
September 30, 2014
|
|||||||||||||||||||||||||
(In thousands)
|
Gross gains
|
|
Gross
losses
|
|
Gross gains
|
|
Gross losses
|
|
Gross gains
|
|
Gross
losses
|
|
Gross gains
|
|
Gross losses
|
|||||||||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Held-to-maturity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
27
|
|
|
Available-for-sale
|
6
|
|
|
59
|
|
|
5,873
|
|
|
20,063
|
|
|
8,366
|
|
|
147,572
|
|
|
83,466
|
|
|
62,948
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Other noninterest-bearing investments
|
14,267
|
|
|
10,637
|
|
|
5,911
|
|
|
5,184
|
|
|
23,870
|
|
|
11,571
|
|
|
10,568
|
|
|
5,184
|
|
|||||||||
|
14,273
|
|
|
10,696
|
|
|
11,786
|
|
|
25,247
|
|
|
32,237
|
|
|
159,143
|
|
|
94,036
|
|
|
68,159
|
|
|||||||||
Net gains (losses)
|
|
|
$
|
3,577
|
|
|
|
|
$
|
(13,461
|
)
|
|
|
|
$
|
(126,906
|
)
|
|
|
|
$
|
25,877
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Statement of income information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net impairment losses on investment securities
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
(27
|
)
|
|||||||||
Equity securities gains, net
|
|
|
3,630
|
|
|
|
|
440
|
|
|
|
|
11,822
|
|
|
|
|
3,865
|
|
|||||||||||||
Fixed income securities gains (losses), net
|
|
|
(53
|
)
|
|
|
|
(13,901
|
)
|
|
|
|
(138,728
|
)
|
|
|
|
22,039
|
|
|||||||||||||
Net gains (losses)
|
|
|
$
|
3,577
|
|
|
|
|
$
|
(13,461
|
)
|
|
|
|
$
|
(126,906
|
)
|
|
|
|
$
|
25,877
|
|
(In thousands)
|
Three Months Ended
September 30, 2015 |
|
Nine Months Ended
September 30, 2015 |
||||||||||||||||||||
|
Taxable
|
|
Nontaxable
|
|
Total
|
|
Taxable
|
|
Nontaxable
|
|
Total
|
||||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity
|
$
|
3,031
|
|
|
$
|
2,629
|
|
|
$
|
5,660
|
|
|
$
|
9,716
|
|
|
$
|
8,265
|
|
|
$
|
17,981
|
|
Available-for-sale
|
23,427
|
|
|
699
|
|
|
24,126
|
|
|
64,832
|
|
|
2,047
|
|
|
66,879
|
|
||||||
Trading
|
445
|
|
|
—
|
|
|
445
|
|
|
1,653
|
|
|
—
|
|
|
1,653
|
|
||||||
|
$
|
26,903
|
|
|
$
|
3,328
|
|
|
$
|
30,231
|
|
|
$
|
76,201
|
|
|
$
|
10,312
|
|
|
$
|
86,513
|
|
(In thousands)
|
Three Months Ended
September 30, 2014 |
|
Nine Months Ended
September 30, 2014 |
||||||||||||||||||||
|
Taxable
|
|
Nontaxable
|
|
Total
|
|
Taxable
|
|
Nontaxable
|
|
Total
|
||||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity
|
$
|
3,597
|
|
|
$
|
2,805
|
|
|
$
|
6,402
|
|
|
$
|
11,146
|
|
|
$
|
8,448
|
|
|
$
|
19,594
|
|
Available-for-sale
|
16,895
|
|
|
677
|
|
|
17,572
|
|
|
54,099
|
|
|
1,829
|
|
|
55,928
|
|
||||||
Trading
|
403
|
|
|
—
|
|
|
403
|
|
|
1,451
|
|
|
—
|
|
|
1,451
|
|
||||||
|
$
|
20,895
|
|
|
$
|
3,482
|
|
|
$
|
24,377
|
|
|
$
|
66,696
|
|
|
$
|
10,277
|
|
|
$
|
76,973
|
|
6.
|
LOANS AND ALLOWANCE FOR CREDIT LOSSES
|
(In thousands)
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
||||
Loans held for sale
|
$
|
139,122
|
|
|
$
|
132,504
|
|
|
|
|
|
||||
Commercial:
|
|
|
|
||||
Commercial and industrial
|
$
|
13,035,251
|
|
|
$
|
13,162,955
|
|
Leasing
|
426,781
|
|
|
408,974
|
|
||
Owner occupied
|
7,141,360
|
|
|
7,351,548
|
|
||
Municipal
|
600,258
|
|
|
520,887
|
|
||
Total commercial
|
21,203,650
|
|
|
21,444,364
|
|
||
Commercial real estate:
|
|
|
|
||||
Construction and land development
|
2,213,465
|
|
|
1,986,408
|
|
||
Term
|
8,089,258
|
|
|
8,126,600
|
|
||
Total commercial real estate
|
10,302,723
|
|
|
10,113,008
|
|
||
Consumer:
|
|
|
|
||||
Home equity credit line
|
2,347,061
|
|
|
2,321,150
|
|
||
1-4 family residential
|
5,268,840
|
|
|
5,200,882
|
|
||
Construction and other consumer real estate
|
370,015
|
|
|
370,542
|
|
||
Bankcard and other revolving plans
|
427,849
|
|
|
401,352
|
|
||
Other
|
192,985
|
|
|
212,360
|
|
||
Total consumer
|
8,606,750
|
|
|
8,506,286
|
|
||
Total loans
|
$
|
40,113,123
|
|
|
$
|
40,063,658
|
|
•
|
Asset quality trends
|
•
|
Risk management and loan administration practices
|
•
|
Risk identification practices
|
•
|
Effect of changes in the nature and volume of the portfolio
|
•
|
Existence and effect of any portfolio concentrations
|
•
|
National economic and business conditions
|
•
|
Regional and local economic and business conditions
|
•
|
Data availability and applicability
|
•
|
Effects of other external factors
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||
(In thousands)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
412,514
|
|
|
$
|
145,009
|
|
|
$
|
47,140
|
|
|
$
|
604,663
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
Provision for loan losses
|
53,292
|
|
|
(38,491
|
)
|
|
2,533
|
|
|
17,334
|
|
||||
Adjustment for FDIC-supported/PCI loans
|
(57
|
)
|
|
57
|
|
|
—
|
|
|
—
|
|
||||
Deductions:
|
|
|
|
|
|
|
|
||||||||
Gross loan and lease charge-offs
|
(76,734
|
)
|
|
(5,637
|
)
|
|
(11,224
|
)
|
|
(93,595
|
)
|
||||
Recoveries
|
38,682
|
|
|
21,331
|
|
|
8,025
|
|
|
68,038
|
|
||||
Net loan and lease charge-offs
|
(38,052
|
)
|
|
15,694
|
|
|
(3,199
|
)
|
|
(25,557
|
)
|
||||
Balance at end of period
|
$
|
427,697
|
|
|
$
|
122,269
|
|
|
$
|
46,474
|
|
|
$
|
596,440
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for unfunded lending commitments
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
58,931
|
|
|
$
|
21,517
|
|
|
$
|
628
|
|
|
$
|
81,076
|
|
Provision charged (credited) to earnings
|
4,651
|
|
|
(4,345
|
)
|
|
7
|
|
|
313
|
|
||||
Balance at end of period
|
$
|
63,582
|
|
|
$
|
17,172
|
|
|
$
|
635
|
|
|
$
|
81,389
|
|
|
|
|
|
|
|
|
|
||||||||
Total allowance for credit losses at end of period
|
|
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
$
|
427,697
|
|
|
$
|
122,269
|
|
|
$
|
46,474
|
|
|
$
|
596,440
|
|
Reserve for unfunded lending commitments
|
63,582
|
|
|
17,172
|
|
|
635
|
|
|
81,389
|
|
||||
Total allowance for credit losses
|
$
|
491,279
|
|
|
$
|
139,441
|
|
|
$
|
47,109
|
|
|
$
|
677,829
|
|
|
Three Months Ended September 30, 2014
|
||||||||||||||
(In thousands)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
442,965
|
|
|
$
|
187,940
|
|
|
$
|
45,002
|
|
|
$
|
675,907
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
Provision for loan losses
|
(19,960
|
)
|
|
(34,187
|
)
|
|
(496
|
)
|
|
(54,643
|
)
|
||||
Adjustment for FDIC-supported/PCI loans
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||
Deductions:
|
|
|
|
|
|
|
|
||||||||
Gross loan and lease charge-offs
|
(20,084
|
)
|
|
(3,320
|
)
|
|
(3,067
|
)
|
|
(26,471
|
)
|
||||
Recoveries
|
9,149
|
|
|
3,332
|
|
|
3,028
|
|
|
15,509
|
|
||||
Net loan and lease charge-offs
|
(10,935
|
)
|
|
12
|
|
|
(39
|
)
|
|
(10,962
|
)
|
||||
Balance at end of period
|
$
|
412,045
|
|
|
$
|
153,765
|
|
|
$
|
44,467
|
|
|
$
|
610,277
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for unfunded lending commitments
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
52,801
|
|
|
$
|
38,689
|
|
|
$
|
3,982
|
|
|
$
|
95,472
|
|
Provision charged (credited) to earnings
|
1,651
|
|
|
(14,390
|
)
|
|
(3,356
|
)
|
|
(16,095
|
)
|
||||
Balance at end of period
|
$
|
54,452
|
|
|
$
|
24,299
|
|
|
$
|
626
|
|
|
$
|
79,377
|
|
|
|
|
|
|
|
|
|
||||||||
Total allowance for credit losses at end of period
|
|
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
$
|
412,045
|
|
|
$
|
153,765
|
|
|
$
|
44,467
|
|
|
$
|
610,277
|
|
Reserve for unfunded lending commitments
|
54,452
|
|
|
24,299
|
|
|
626
|
|
|
79,377
|
|
||||
Total allowance for credit losses
|
$
|
466,497
|
|
|
$
|
178,064
|
|
|
$
|
45,093
|
|
|
$
|
689,654
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||
(In thousands)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
469,213
|
|
|
$
|
216,012
|
|
|
$
|
61,066
|
|
|
$
|
746,291
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
Provision for loan losses
|
(38,274
|
)
|
|
(57,350
|
)
|
|
(14,045
|
)
|
|
(109,669
|
)
|
||||
Adjustment for FDIC-supported/PCI loans
|
(1,190
|
)
|
|
—
|
|
|
(96
|
)
|
|
(1,286
|
)
|
||||
Deductions:
|
|
|
|
|
|
|
|
||||||||
Gross loan and lease charge-offs
|
(45,903
|
)
|
|
(14,135
|
)
|
|
(10,628
|
)
|
|
(70,666
|
)
|
||||
Recoveries
|
28,199
|
|
|
9,238
|
|
|
8,170
|
|
|
45,607
|
|
||||
Net loan and lease charge-offs
|
(17,704
|
)
|
|
(4,897
|
)
|
|
(2,458
|
)
|
|
(25,059
|
)
|
||||
Balance at end of period
|
$
|
412,045
|
|
|
$
|
153,765
|
|
|
$
|
44,467
|
|
|
$
|
610,277
|
|
|
|
|
|
|
|
|
|
||||||||
Reserve for unfunded lending commitments
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
48,345
|
|
|
$
|
37,485
|
|
|
$
|
3,875
|
|
|
$
|
89,705
|
|
Provision charged (credited) to earnings
|
6,107
|
|
|
(13,186
|
)
|
|
(3,249
|
)
|
|
(10,328
|
)
|
||||
Balance at end of period
|
$
|
54,452
|
|
|
$
|
24,299
|
|
|
$
|
626
|
|
|
$
|
79,377
|
|
|
|
|
|
|
|
|
|
||||||||
Total allowance for credit losses at end of period
|
|
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
$
|
412,045
|
|
|
$
|
153,765
|
|
|
$
|
44,467
|
|
|
$
|
610,277
|
|
Reserve for unfunded lending commitments
|
54,452
|
|
|
24,299
|
|
|
626
|
|
|
79,377
|
|
||||
Total allowance for credit losses
|
$
|
466,497
|
|
|
$
|
178,064
|
|
|
$
|
45,093
|
|
|
$
|
689,654
|
|
|
December 31, 2014
|
||||||||||||||
(In thousands)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
28,627
|
|
|
$
|
4,027
|
|
|
$
|
9,059
|
|
|
$
|
41,713
|
|
Collectively evaluated for impairment
|
382,552
|
|
|
140,090
|
|
|
37,508
|
|
|
560,150
|
|
||||
Purchased loans with evidence of credit deterioration
|
1,335
|
|
|
892
|
|
|
573
|
|
|
2,800
|
|
||||
Total
|
$
|
412,514
|
|
|
$
|
145,009
|
|
|
$
|
47,140
|
|
|
$
|
604,663
|
|
|
|
|
|
|
|
|
|
||||||||
Outstanding loan balances:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
259,207
|
|
|
$
|
167,435
|
|
|
$
|
95,267
|
|
|
$
|
521,909
|
|
Collectively evaluated for impairment
|
21,105,217
|
|
|
9,861,862
|
|
|
8,395,371
|
|
|
39,362,450
|
|
||||
Purchased loans with evidence of credit deterioration
|
79,940
|
|
|
83,711
|
|
|
15,648
|
|
|
179,299
|
|
||||
Total
|
$
|
21,444,364
|
|
|
$
|
10,113,008
|
|
|
$
|
8,506,286
|
|
|
$
|
40,063,658
|
|
Past due loans (accruing and nonaccruing) are summarized as follows:
|
|||||||||||||||||||||||||||
|
September 30, 2015
|
||||||||||||||||||||||||||
(In thousands)
|
Current
|
|
30-89 days
past due
|
|
90+ days
past due
|
|
Total
past due
|
|
Total
loans
|
|
Accruing
loans
90+ days
past due
|
|
Nonaccrual
loans
that are
current
1
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
12,909,622
|
|
|
$
|
79,246
|
|
|
$
|
46,383
|
|
|
$
|
125,629
|
|
|
$
|
13,035,251
|
|
|
$
|
4,951
|
|
|
$
|
90,584
|
|
Leasing
|
423,071
|
|
|
3,557
|
|
|
153
|
|
|
3,710
|
|
|
426,781
|
|
|
—
|
|
|
55
|
|
|||||||
Owner occupied
|
7,077,386
|
|
|
33,198
|
|
|
30,776
|
|
|
63,974
|
|
|
7,141,360
|
|
|
5,443
|
|
|
46,283
|
|
|||||||
Municipal
|
600,210
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
600,258
|
|
|
—
|
|
|
967
|
|
|||||||
Total commercial
|
21,010,289
|
|
|
116,049
|
|
|
77,312
|
|
|
193,361
|
|
|
21,203,650
|
|
|
10,394
|
|
|
137,889
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
2,195,193
|
|
|
12,447
|
|
|
5,825
|
|
|
18,272
|
|
|
2,213,465
|
|
|
2,296
|
|
|
10,914
|
|
|||||||
Term
|
8,039,923
|
|
|
15,578
|
|
|
33,757
|
|
|
49,335
|
|
|
8,089,258
|
|
|
20,503
|
|
|
23,188
|
|
|||||||
Total commercial real estate
|
10,235,116
|
|
|
28,025
|
|
|
39,582
|
|
|
67,607
|
|
|
10,302,723
|
|
|
22,799
|
|
|
34,102
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
2,336,740
|
|
|
4,694
|
|
|
5,627
|
|
|
10,321
|
|
|
2,347,061
|
|
|
—
|
|
|
2,592
|
|
|||||||
1-4 family residential
|
5,231,005
|
|
|
10,137
|
|
|
27,698
|
|
|
37,835
|
|
|
5,268,840
|
|
|
877
|
|
|
18,739
|
|
|||||||
Construction and other consumer real estate
|
364,283
|
|
|
5,524
|
|
|
208
|
|
|
5,732
|
|
|
370,015
|
|
|
—
|
|
|
401
|
|
|||||||
Bankcard and other revolving plans
|
425,041
|
|
|
1,621
|
|
|
1,187
|
|
|
2,808
|
|
|
427,849
|
|
|
787
|
|
|
114
|
|
|||||||
Other
|
192,042
|
|
|
877
|
|
|
66
|
|
|
943
|
|
|
192,985
|
|
|
—
|
|
|
46
|
|
|||||||
Total consumer loans
|
8,549,111
|
|
|
22,853
|
|
|
34,786
|
|
|
57,639
|
|
|
8,606,750
|
|
|
1,664
|
|
|
21,892
|
|
|||||||
Total
|
$
|
39,794,516
|
|
|
$
|
166,927
|
|
|
$
|
151,680
|
|
|
$
|
318,607
|
|
|
$
|
40,113,123
|
|
|
$
|
34,857
|
|
|
$
|
193,883
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||
(In thousands)
|
Current
|
|
30-89 days
past due
|
|
90+ days
past due
|
|
Total
past due
|
|
Total
loans
|
|
Accruing
loans
90+ days
past due
|
|
Nonaccrual
loans
that are
current
1
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
13,092,731
|
|
|
$
|
28,295
|
|
|
$
|
41,929
|
|
|
$
|
70,224
|
|
|
$
|
13,162,955
|
|
|
$
|
4,677
|
|
|
$
|
64,385
|
|
Leasing
|
408,724
|
|
|
225
|
|
|
25
|
|
|
250
|
|
|
408,974
|
|
|
—
|
|
|
270
|
|
|||||||
Owner occupied
|
7,275,842
|
|
|
29,182
|
|
|
46,524
|
|
|
75,706
|
|
|
7,351,548
|
|
|
3,334
|
|
|
39,649
|
|
|||||||
Municipal
|
520,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
520,887
|
|
|
—
|
|
|
1,056
|
|
|||||||
Total commercial
|
21,298,184
|
|
|
57,702
|
|
|
88,478
|
|
|
146,180
|
|
|
21,444,364
|
|
|
8,011
|
|
|
105,360
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
1,972,206
|
|
|
2,711
|
|
|
11,491
|
|
|
14,202
|
|
|
1,986,408
|
|
|
92
|
|
|
12,481
|
|
|||||||
Term
|
8,082,940
|
|
|
14,415
|
|
|
29,245
|
|
|
43,660
|
|
|
8,126,600
|
|
|
19,700
|
|
|
13,787
|
|
|||||||
Total commercial real estate
|
10,055,146
|
|
|
17,126
|
|
|
40,736
|
|
|
57,862
|
|
|
10,113,008
|
|
|
19,792
|
|
|
26,268
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
2,309,967
|
|
|
4,503
|
|
|
6,680
|
|
|
11,183
|
|
|
2,321,150
|
|
|
1
|
|
|
1,779
|
|
|||||||
1-4 family residential
|
5,163,610
|
|
|
12,416
|
|
|
24,856
|
|
|
37,272
|
|
|
5,200,882
|
|
|
318
|
|
|
20,599
|
|
|||||||
Construction and other consumer real estate
|
359,723
|
|
|
9,675
|
|
|
1,144
|
|
|
10,819
|
|
|
370,542
|
|
|
160
|
|
|
608
|
|
|||||||
Bankcard and other revolving plans
|
397,882
|
|
|
2,425
|
|
|
1,045
|
|
|
3,470
|
|
|
401,352
|
|
|
946
|
|
|
80
|
|
|||||||
Other
|
211,560
|
|
|
644
|
|
|
156
|
|
|
800
|
|
|
212,360
|
|
|
—
|
|
|
84
|
|
|||||||
Total consumer loans
|
8,442,742
|
|
|
29,663
|
|
|
33,881
|
|
|
63,544
|
|
|
8,506,286
|
|
|
1,425
|
|
|
23,150
|
|
|||||||
Total
|
$
|
39,796,072
|
|
|
$
|
104,491
|
|
|
$
|
163,095
|
|
|
$
|
267,586
|
|
|
$
|
40,063,658
|
|
|
$
|
29,228
|
|
|
$
|
154,778
|
|
1
|
Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.
|
|
September 30, 2015
|
||||||||||||||||||||||
(In thousands)
|
Pass
|
|
Special
Mention
|
|
Sub-
standard
|
|
Doubtful
|
|
Total
loans
|
|
Total
allowance
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
12,037,219
|
|
|
$
|
281,696
|
|
|
$
|
709,086
|
|
|
$
|
7,250
|
|
|
$
|
13,035,251
|
|
|
|
||
Leasing
|
400,233
|
|
|
3,015
|
|
|
23,533
|
|
|
—
|
|
|
426,781
|
|
|
|
|||||||
Owner occupied
|
6,684,216
|
|
|
142,204
|
|
|
314,940
|
|
|
—
|
|
|
7,141,360
|
|
|
|
|||||||
Municipal
|
599,243
|
|
|
48
|
|
|
967
|
|
|
—
|
|
|
600,258
|
|
|
|
|||||||
Total commercial
|
19,720,911
|
|
|
426,963
|
|
|
1,048,526
|
|
|
7,250
|
|
|
21,203,650
|
|
|
$
|
427,697
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
2,166,381
|
|
|
19,138
|
|
|
27,946
|
|
|
—
|
|
|
2,213,465
|
|
|
|
|||||||
Term
|
7,862,956
|
|
|
59,689
|
|
|
166,613
|
|
|
—
|
|
|
8,089,258
|
|
|
|
|||||||
Total commercial real estate
|
10,029,337
|
|
|
78,827
|
|
|
194,559
|
|
|
—
|
|
|
10,302,723
|
|
|
122,269
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
2,333,240
|
|
|
—
|
|
|
13,821
|
|
|
—
|
|
|
2,347,061
|
|
|
|
|||||||
1-4 family residential
|
5,214,015
|
|
|
—
|
|
|
54,825
|
|
|
—
|
|
|
5,268,840
|
|
|
|
|||||||
Construction and other consumer real estate
|
368,363
|
|
|
—
|
|
|
1,652
|
|
|
—
|
|
|
370,015
|
|
|
|
|||||||
Bankcard and other revolving plans
|
425,979
|
|
|
—
|
|
|
1,870
|
|
|
—
|
|
|
427,849
|
|
|
|
|||||||
Other
|
192,564
|
|
|
—
|
|
|
421
|
|
|
—
|
|
|
192,985
|
|
|
|
|||||||
Total consumer loans
|
8,534,161
|
|
|
—
|
|
|
72,589
|
|
|
—
|
|
|
8,606,750
|
|
|
46,474
|
|
||||||
Total
|
$
|
38,284,409
|
|
|
$
|
505,790
|
|
|
$
|
1,315,674
|
|
|
$
|
7,250
|
|
|
$
|
40,113,123
|
|
|
$
|
596,440
|
|
|
December 31, 2014
|
||||||||||||||||||||||
(In thousands)
|
Pass
|
|
Special
Mention
|
|
Sub-
standard
|
|
Doubtful
|
|
Total
loans
|
|
Total
allowance
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
12,515,846
|
|
|
$
|
209,215
|
|
|
$
|
426,002
|
|
|
$
|
11,892
|
|
|
$
|
13,162,955
|
|
|
|
||
Leasing
|
399,032
|
|
|
4,868
|
|
|
5,074
|
|
|
—
|
|
|
408,974
|
|
|
|
|||||||
Owner occupied
|
6,844,310
|
|
|
168,423
|
|
|
338,815
|
|
|
—
|
|
|
7,351,548
|
|
|
|
|||||||
Municipal
|
518,513
|
|
|
1,318
|
|
|
1,056
|
|
|
—
|
|
|
520,887
|
|
|
|
|||||||
Total commercial
|
20,277,701
|
|
|
383,824
|
|
|
770,947
|
|
|
11,892
|
|
|
21,444,364
|
|
|
$
|
412,514
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
1,925,685
|
|
|
8,464
|
|
|
52,259
|
|
|
—
|
|
|
1,986,408
|
|
|
|
|||||||
Term
|
7,802,571
|
|
|
96,347
|
|
|
223,324
|
|
|
4,358
|
|
|
8,126,600
|
|
|
|
|||||||
Total commercial real estate
|
9,728,256
|
|
|
104,811
|
|
|
275,583
|
|
|
4,358
|
|
|
10,113,008
|
|
|
145,009
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
2,304,352
|
|
|
—
|
|
|
16,798
|
|
|
—
|
|
|
2,321,150
|
|
|
|
|||||||
1-4 family residential
|
5,138,660
|
|
|
—
|
|
|
62,222
|
|
|
—
|
|
|
5,200,882
|
|
|
|
|||||||
Construction and other consumer real estate
|
367,932
|
|
|
—
|
|
|
2,610
|
|
|
—
|
|
|
370,542
|
|
|
|
|||||||
Bankcard and other revolving plans
|
399,446
|
|
|
—
|
|
|
1,906
|
|
|
—
|
|
|
401,352
|
|
|
|
|||||||
Other
|
211,811
|
|
|
—
|
|
|
549
|
|
|
—
|
|
|
212,360
|
|
|
|
|||||||
Total consumer loans
|
8,422,201
|
|
|
—
|
|
|
84,085
|
|
|
—
|
|
|
8,506,286
|
|
|
47,140
|
|
||||||
Total
|
$
|
38,428,158
|
|
|
$
|
488,635
|
|
|
$
|
1,130,615
|
|
|
$
|
16,250
|
|
|
$
|
40,063,658
|
|
|
$
|
604,663
|
|
|
September 30, 2015
|
||||||||||||||||||
(In thousands)
|
Unpaid
principal
balance
|
|
Recorded investment
|
|
Total
recorded
investment
|
|
Related
allowance
|
||||||||||||
with no
allowance
|
|
with
allowance
|
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
245,404
|
|
|
$
|
37,843
|
|
|
$
|
156,665
|
|
|
$
|
194,508
|
|
|
$
|
26,888
|
|
Owner occupied
|
151,243
|
|
|
83,527
|
|
|
48,400
|
|
|
131,927
|
|
|
5,091
|
|
|||||
Municipal
|
1,446
|
|
|
967
|
|
|
—
|
|
|
967
|
|
|
—
|
|
|||||
Total commercial
|
398,093
|
|
|
122,337
|
|
|
205,065
|
|
|
327,402
|
|
|
31,979
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development
|
47,876
|
|
|
7,486
|
|
|
23,800
|
|
|
31,286
|
|
|
1,068
|
|
|||||
Term
|
138,865
|
|
|
90,294
|
|
|
27,856
|
|
|
118,150
|
|
|
1,463
|
|
|||||
Total commercial real estate
|
186,741
|
|
|
97,780
|
|
|
51,656
|
|
|
149,436
|
|
|
2,531
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity credit line
|
28,358
|
|
|
20,672
|
|
|
4,703
|
|
|
25,375
|
|
|
419
|
|
|||||
1-4 family residential
|
72,855
|
|
|
29,257
|
|
|
40,465
|
|
|
69,722
|
|
|
10,090
|
|
|||||
Construction and other consumer real estate
|
2,966
|
|
|
1,069
|
|
|
1,106
|
|
|
2,175
|
|
|
181
|
|
|||||
Other
|
3,843
|
|
|
36
|
|
|
3,162
|
|
|
3,198
|
|
|
294
|
|
|||||
Total consumer loans
|
108,022
|
|
|
51,034
|
|
|
49,436
|
|
|
100,470
|
|
|
10,984
|
|
|||||
Total
|
$
|
692,856
|
|
|
$
|
271,151
|
|
|
$
|
306,157
|
|
|
$
|
577,308
|
|
|
$
|
45,494
|
|
|
December 31, 2014
|
||||||||||||||||||
(In thousands)
|
Unpaid
principal
balance
|
|
Recorded investment
|
|
Total
recorded
investment
|
|
Related
allowance
|
||||||||||||
with no
allowance
|
|
with
allowance
|
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
185,520
|
|
|
$
|
43,257
|
|
|
$
|
103,565
|
|
|
$
|
146,822
|
|
|
$
|
22,852
|
|
Owner occupied
|
198,231
|
|
|
83,179
|
|
|
86,382
|
|
|
169,561
|
|
|
6,087
|
|
|||||
Municipal
|
1,535
|
|
|
1,056
|
|
|
—
|
|
|
1,056
|
|
|
—
|
|
|||||
Total commercial
|
385,286
|
|
|
127,492
|
|
|
189,947
|
|
|
317,439
|
|
|
28,939
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development
|
60,993
|
|
|
16,500
|
|
|
26,977
|
|
|
43,477
|
|
|
1,773
|
|
|||||
Term
|
203,788
|
|
|
96,351
|
|
|
63,740
|
|
|
160,091
|
|
|
2,345
|
|
|||||
Total commercial real estate
|
264,781
|
|
|
112,851
|
|
|
90,717
|
|
|
203,568
|
|
|
4,118
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity credit line
|
30,209
|
|
|
14,798
|
|
|
11,883
|
|
|
26,681
|
|
|
437
|
|
|||||
1-4 family residential
|
86,575
|
|
|
37,096
|
|
|
35,831
|
|
|
72,927
|
|
|
8,494
|
|
|||||
Construction and other consumer real estate
|
3,902
|
|
|
1,449
|
|
|
1,410
|
|
|
2,859
|
|
|
233
|
|
|||||
Other
|
6,580
|
|
|
—
|
|
|
5,254
|
|
|
5,254
|
|
|
133
|
|
|||||
Total consumer loans
|
127,266
|
|
|
53,343
|
|
|
54,378
|
|
|
107,721
|
|
|
9,297
|
|
|||||
Total
|
$
|
777,333
|
|
|
$
|
293,686
|
|
|
$
|
335,042
|
|
|
$
|
628,728
|
|
|
$
|
42,354
|
|
|
Three Months Ended
September 30, 2015 |
|
Nine Months Ended
September 30, 2015 |
||||||||||||
(In thousands)
|
Average
recorded
investment
|
|
Interest
income
recognized
|
|
Average
recorded
investment
|
|
Interest
income
recognized
|
||||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
191,642
|
|
|
$
|
1,314
|
|
|
$
|
158,825
|
|
|
$
|
5,525
|
|
Owner occupied
|
138,194
|
|
|
2,752
|
|
|
135,212
|
|
|
9,706
|
|
||||
Municipal
|
978
|
|
|
—
|
|
|
1,007
|
|
|
—
|
|
||||
Total commercial
|
330,814
|
|
|
4,066
|
|
|
295,044
|
|
|
15,231
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||||
Construction and land development
|
31,506
|
|
|
499
|
|
|
31,920
|
|
|
2,691
|
|
||||
Term
|
119,694
|
|
|
3,705
|
|
|
124,446
|
|
|
13,383
|
|
||||
Total commercial real estate
|
151,200
|
|
|
4,204
|
|
|
156,366
|
|
|
16,074
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Home equity credit line
|
25,095
|
|
|
401
|
|
|
24,329
|
|
|
1,206
|
|
||||
1-4 family residential
|
90,240
|
|
|
398
|
|
|
91,671
|
|
|
1,803
|
|
||||
Construction and other consumer real estate
|
5,540
|
|
|
32
|
|
|
2,342
|
|
|
91
|
|
||||
Bankcard and other revolving plans
|
—
|
|
|
1
|
|
|
1
|
|
|
101
|
|
||||
Other
|
36
|
|
|
177
|
|
|
4,109
|
|
|
692
|
|
||||
Total consumer loans
|
120,911
|
|
|
1,009
|
|
|
122,452
|
|
|
3,893
|
|
||||
Total
|
$
|
602,925
|
|
|
$
|
9,279
|
|
|
$
|
573,862
|
|
|
$
|
35,198
|
|
|
Three Months Ended
September 30, 2014 |
|
Nine Months Ended
September 30, 2014 |
||||||||||||
(In thousands)
|
Average
recorded
investment
|
|
Interest
income
recognized
|
|
Average
recorded
investment
|
|
Interest
income
recognized
|
||||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
186,026
|
|
|
$
|
2,335
|
|
|
$
|
180,130
|
|
|
$
|
8,819
|
|
Owner occupied
|
232,484
|
|
|
4,514
|
|
|
235,380
|
|
|
13,774
|
|
||||
Municipal
|
8,798
|
|
|
—
|
|
|
9,343
|
|
|
—
|
|
||||
Total commercial
|
427,308
|
|
|
6,849
|
|
|
424,853
|
|
|
22,593
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||||
Construction and land development
|
59,735
|
|
|
515
|
|
|
62,404
|
|
|
5,398
|
|
||||
Term
|
225,536
|
|
|
5,670
|
|
|
248,587
|
|
|
26,118
|
|
||||
Total commercial real estate
|
285,271
|
|
|
6,185
|
|
|
310,991
|
|
|
31,516
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Home equity credit line
|
26,328
|
|
|
369
|
|
|
25,756
|
|
|
1,139
|
|
||||
1-4 family residential
|
81,116
|
|
|
556
|
|
|
81,168
|
|
|
1,583
|
|
||||
Construction and other consumer real estate
|
3,226
|
|
|
43
|
|
|
3,112
|
|
|
115
|
|
||||
Bankcard and other revolving plans
|
—
|
|
|
1
|
|
|
3
|
|
|
2
|
|
||||
Other
|
6,284
|
|
|
384
|
|
|
7,333
|
|
|
1,315
|
|
||||
Total consumer loans
|
116,954
|
|
|
1,353
|
|
|
117,372
|
|
|
4,154
|
|
||||
Total
|
$
|
829,533
|
|
|
$
|
14,387
|
|
|
$
|
853,216
|
|
|
$
|
58,263
|
|
|
September 30, 2015
|
||||||||||||||||||||||||||
|
Recorded investment resulting from the following modification types:
|
|
|
||||||||||||||||||||||||
(In thousands)
|
Interest
rate below
market
|
|
Maturity
or term
extension
|
|
Principal
forgiveness
|
|
Payment
deferral
|
|
Other
1
|
|
Multiple
modification
types
2
|
|
Total
|
||||||||||||||
Accruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
455
|
|
|
$
|
3,906
|
|
|
$
|
14
|
|
|
$
|
108
|
|
|
$
|
223
|
|
|
$
|
35,228
|
|
|
$
|
39,934
|
|
Owner occupied
|
2,034
|
|
|
701
|
|
|
938
|
|
|
—
|
|
|
8,151
|
|
|
17,172
|
|
|
28,996
|
|
|||||||
Total commercial
|
2,489
|
|
|
4,607
|
|
|
952
|
|
|
108
|
|
|
8,374
|
|
|
52,400
|
|
|
68,930
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,431
|
|
|
13,528
|
|
|||||||
Term
|
4,758
|
|
|
766
|
|
|
170
|
|
|
975
|
|
|
2,409
|
|
|
20,825
|
|
|
29,903
|
|
|||||||
Total commercial real estate
|
4,855
|
|
|
766
|
|
|
170
|
|
|
975
|
|
|
2,409
|
|
|
34,256
|
|
|
43,431
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
192
|
|
|
1,060
|
|
|
11,143
|
|
|
—
|
|
|
164
|
|
|
2,360
|
|
|
14,919
|
|
|||||||
1-4 family residential
|
2,482
|
|
|
358
|
|
|
7,388
|
|
|
435
|
|
|
3,474
|
|
|
34,901
|
|
|
49,038
|
|
|||||||
Construction and other consumer real estate
|
177
|
|
|
488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,153
|
|
|
1,818
|
|
|||||||
Total consumer loans
|
2,851
|
|
|
1,906
|
|
|
18,531
|
|
|
435
|
|
|
3,638
|
|
|
38,414
|
|
|
65,775
|
|
|||||||
Total accruing
|
10,195
|
|
|
7,279
|
|
|
19,653
|
|
|
1,518
|
|
|
14,421
|
|
|
125,070
|
|
|
178,136
|
|
|||||||
Nonaccruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
90
|
|
|
471
|
|
|
—
|
|
|
2,018
|
|
|
5,351
|
|
|
37,950
|
|
|
45,880
|
|
|||||||
Owner occupied
|
1,220
|
|
|
1,742
|
|
|
—
|
|
|
5,833
|
|
|
36
|
|
|
9,060
|
|
|
17,891
|
|
|||||||
Municipal
|
—
|
|
|
967
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
967
|
|
|||||||
Total commercial
|
1,310
|
|
|
3,180
|
|
|
—
|
|
|
7,851
|
|
|
5,387
|
|
|
47,010
|
|
|
64,738
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
10,512
|
|
|
354
|
|
|
—
|
|
|
—
|
|
|
3,197
|
|
|
968
|
|
|
15,031
|
|
|||||||
Term
|
2,456
|
|
|
—
|
|
|
833
|
|
|
—
|
|
|
2,899
|
|
|
9,919
|
|
|
16,107
|
|
|||||||
Total commercial real estate
|
12,968
|
|
|
354
|
|
|
833
|
|
|
—
|
|
|
6,096
|
|
|
10,887
|
|
|
31,138
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
8
|
|
|
514
|
|
|
512
|
|
|
58
|
|
|
—
|
|
|
48
|
|
|
1,140
|
|
|||||||
1-4 family residential
|
—
|
|
|
268
|
|
|
2,085
|
|
|
173
|
|
|
1,227
|
|
|
7,325
|
|
|
11,078
|
|
|||||||
Construction and other consumer real estate
|
—
|
|
|
143
|
|
|
18
|
|
|
60
|
|
|
—
|
|
|
72
|
|
|
293
|
|
|||||||
Total consumer loans
|
8
|
|
|
925
|
|
|
2,615
|
|
|
291
|
|
|
1,227
|
|
|
7,445
|
|
|
12,511
|
|
|||||||
Total nonaccruing
|
14,286
|
|
|
4,459
|
|
|
3,448
|
|
|
8,142
|
|
|
12,710
|
|
|
65,342
|
|
|
108,387
|
|
|||||||
Total
|
$
|
24,481
|
|
|
$
|
11,738
|
|
|
$
|
23,101
|
|
|
$
|
9,660
|
|
|
$
|
27,131
|
|
|
$
|
190,412
|
|
|
$
|
286,523
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||
|
Recorded investment resulting from the following modification types:
|
|
|
||||||||||||||||||||||||
(In thousands)
|
Interest
rate below
market
|
|
Maturity
or term
extension
|
|
Principal
forgiveness
|
|
Payment
deferral
|
|
Other
1
|
|
Multiple
modification
types
2
|
|
Total
|
||||||||||||||
Accruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
2,611
|
|
|
$
|
6,509
|
|
|
$
|
18
|
|
|
$
|
3,203
|
|
|
$
|
3,855
|
|
|
$
|
34,585
|
|
|
$
|
50,781
|
|
Owner occupied
|
19,981
|
|
|
1,124
|
|
|
960
|
|
|
1,251
|
|
|
10,960
|
|
|
17,505
|
|
|
51,781
|
|
|||||||
Total commercial
|
22,592
|
|
|
7,633
|
|
|
978
|
|
|
4,454
|
|
|
14,815
|
|
|
52,090
|
|
|
102,562
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
521
|
|
|
19,854
|
|
|
20,375
|
|
|||||||
Term
|
7,328
|
|
|
9,027
|
|
|
179
|
|
|
3,153
|
|
|
2,546
|
|
|
39,007
|
|
|
61,240
|
|
|||||||
Total commercial real estate
|
7,328
|
|
|
9,027
|
|
|
179
|
|
|
3,153
|
|
|
3,067
|
|
|
58,861
|
|
|
81,615
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
742
|
|
|
70
|
|
|
11,320
|
|
|
—
|
|
|
166
|
|
|
1,281
|
|
|
13,579
|
|
|||||||
1-4 family residential
|
2,425
|
|
|
552
|
|
|
6,828
|
|
|
446
|
|
|
753
|
|
|
34,719
|
|
|
45,723
|
|
|||||||
Construction and other consumer real estate
|
290
|
|
|
422
|
|
|
42
|
|
|
90
|
|
|
—
|
|
|
1,227
|
|
|
2,071
|
|
|||||||
Total consumer loans
|
3,457
|
|
|
1,044
|
|
|
18,190
|
|
|
536
|
|
|
919
|
|
|
37,227
|
|
|
61,373
|
|
|||||||
Total accruing
|
33,377
|
|
|
17,704
|
|
|
19,347
|
|
|
8,143
|
|
|
18,801
|
|
|
148,178
|
|
|
245,550
|
|
|||||||
Nonaccruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
442
|
|
|
576
|
|
|
—
|
|
|
611
|
|
|
5,199
|
|
|
20,410
|
|
|
27,238
|
|
|||||||
Owner occupied
|
2,714
|
|
|
1,219
|
|
|
—
|
|
|
883
|
|
|
2,852
|
|
|
12,040
|
|
|
19,708
|
|
|||||||
Municipal
|
—
|
|
|
1,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,056
|
|
|||||||
Total commercial
|
3,156
|
|
|
2,851
|
|
|
—
|
|
|
1,494
|
|
|
8,051
|
|
|
32,450
|
|
|
48,002
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
11,080
|
|
|
68
|
|
|
—
|
|
|
93
|
|
|
3,300
|
|
|
6,427
|
|
|
20,968
|
|
|||||||
Term
|
2,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|
4,607
|
|
|
7,735
|
|
|||||||
Total commercial real estate
|
13,931
|
|
|
68
|
|
|
—
|
|
|
93
|
|
|
3,577
|
|
|
11,034
|
|
|
28,703
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
—
|
|
|
—
|
|
|
420
|
|
|
203
|
|
|
—
|
|
|
399
|
|
|
1,022
|
|
|||||||
1-4 family residential
|
3,378
|
|
|
1,029
|
|
|
1,951
|
|
|
191
|
|
|
3,527
|
|
|
9,413
|
|
|
19,489
|
|
|||||||
Construction and other consumer real estate
|
—
|
|
|
463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
563
|
|
|||||||
Total consumer loans
|
3,378
|
|
|
1,492
|
|
|
2,371
|
|
|
394
|
|
|
3,527
|
|
|
9,912
|
|
|
21,074
|
|
|||||||
Total nonaccruing
|
20,465
|
|
|
4,411
|
|
|
2,371
|
|
|
1,981
|
|
|
15,155
|
|
|
53,396
|
|
|
97,779
|
|
|||||||
Total
|
$
|
53,842
|
|
|
$
|
22,115
|
|
|
$
|
21,718
|
|
|
$
|
10,124
|
|
|
$
|
33,956
|
|
|
$
|
201,574
|
|
|
$
|
343,329
|
|
1
|
Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.
|
2
|
Includes TDRs that resulted from a combination of any of the previous modification types.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
(67
|
)
|
|
$
|
(36
|
)
|
|
$
|
(189
|
)
|
|
$
|
(34
|
)
|
Owner occupied
|
(46
|
)
|
|
(124
|
)
|
|
(230
|
)
|
|
(400
|
)
|
||||
Total commercial
|
(113
|
)
|
|
(160
|
)
|
|
(419
|
)
|
|
(434
|
)
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||||
Construction and land development
|
(26
|
)
|
|
(48
|
)
|
|
(88
|
)
|
|
(154
|
)
|
||||
Term
|
(84
|
)
|
|
(150
|
)
|
|
(295
|
)
|
|
(435
|
)
|
||||
Total commercial real estate
|
(110
|
)
|
|
(198
|
)
|
|
(383
|
)
|
|
(589
|
)
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Home equity credit line
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
||||
1-4 family residential
|
(260
|
)
|
|
(276
|
)
|
|
(800
|
)
|
|
(863
|
)
|
||||
Construction and other consumer real estate
|
(7
|
)
|
|
(8
|
)
|
|
(21
|
)
|
|
(25
|
)
|
||||
Total consumer loans
|
(267
|
)
|
|
(285
|
)
|
|
(822
|
)
|
|
(892
|
)
|
||||
Total decrease to interest income
1
|
$
|
(490
|
)
|
|
$
|
(643
|
)
|
|
$
|
(1,624
|
)
|
|
$
|
(1,915
|
)
|
1
|
Calculated based on the difference between the modified rate and the premodified rate applied to the recorded investment.
|
|
Three Months Ended
September 30, 2015 |
|
Nine Months Ended
September 30, 2015 |
||||||||||||||||||||
(In thousands)
|
Accruing
|
|
Nonaccruing
|
|
Total
|
|
Accruing
|
|
Nonaccruing
|
|
Total
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
104
|
|
|
$
|
104
|
|
Owner occupied
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
943
|
|
|
943
|
|
||||||
Total commercial
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
1,047
|
|
|
1,047
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Term
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|
833
|
|
||||||
Total commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|
833
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
1-4 family residential
|
—
|
|
|
595
|
|
|
595
|
|
|
—
|
|
|
595
|
|
|
595
|
|
||||||
Construction and other consumer real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer loans
|
—
|
|
|
595
|
|
|
595
|
|
|
—
|
|
|
595
|
|
|
595
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
604
|
|
|
$
|
604
|
|
|
$
|
—
|
|
|
$
|
2,475
|
|
|
$
|
2,475
|
|
|
Three Months Ended
September 30, 2014 |
|
Nine Months Ended
September 30, 2014 |
||||||||||||||||||||
(In thousands)
|
Accruing
|
|
Nonaccruing
|
|
Total
|
|
Accruing
|
|
Nonaccruing
|
|
Total
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
96
|
|
|
$
|
633
|
|
|
$
|
729
|
|
|
$
|
96
|
|
|
$
|
752
|
|
|
$
|
848
|
|
Owner occupied
|
—
|
|
|
1,025
|
|
|
1,025
|
|
|
—
|
|
|
1,025
|
|
|
1,025
|
|
||||||
Total commercial
|
96
|
|
|
1,658
|
|
|
1,754
|
|
|
96
|
|
|
1,777
|
|
|
1,873
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Term
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
—
|
|
|
158
|
|
|
158
|
|
|
—
|
|
|
201
|
|
|
201
|
|
||||||
1-4 family residential
|
—
|
|
|
353
|
|
|
353
|
|
|
—
|
|
|
353
|
|
|
353
|
|
||||||
Construction and other consumer real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
||||||
Total consumer loans
|
—
|
|
|
511
|
|
|
511
|
|
|
—
|
|
|
593
|
|
|
593
|
|
||||||
Total
|
$
|
96
|
|
|
$
|
2,169
|
|
|
$
|
2,265
|
|
|
$
|
96
|
|
|
$
|
2,370
|
|
|
$
|
2,466
|
|
(In thousands)
|
September 30, 2015
|
|
December 31, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||
Commercial
|
|
$
|
78,180
|
|
|
|
|
$
|
104,942
|
|
|
Commercial real estate
|
|
81,012
|
|
|
|
|
118,217
|
|
|
||
Consumer
|
|
12,204
|
|
|
|
|
17,910
|
|
|
||
Outstanding balance
|
|
$
|
171,396
|
|
|
|
|
$
|
241,069
|
|
|
|
|
|
|
|
|
|
|
||||
Carrying amount
|
|
$
|
133,221
|
|
|
|
|
$
|
179,299
|
|
|
Less ALLL
|
|
1,205
|
|
|
|
|
2,800
|
|
|
||
Carrying amount, net
|
|
$
|
132,016
|
|
|
|
|
$
|
176,499
|
|
|
(In thousands)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
46,702
|
|
|
$
|
60,834
|
|
|
$
|
45,055
|
|
|
$
|
77,528
|
|
Accretion
|
(7,535
|
)
|
|
(10,279
|
)
|
|
(28,792
|
)
|
|
(46,767
|
)
|
||||
Reclassification from nonaccretable difference
|
1,005
|
|
|
2,955
|
|
|
18,865
|
|
|
17,406
|
|
||||
Disposals and other
|
1,126
|
|
|
(38
|
)
|
|
6,170
|
|
|
5,305
|
|
||||
Balance at end of period
|
$
|
41,298
|
|
|
$
|
53,472
|
|
|
$
|
41,298
|
|
|
$
|
53,472
|
|
7.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Notional
amount
|
|
Fair value
|
|
Notional
amount
|
|
Fair value
|
||||||||||||||||
(In thousands)
|
Other
assets
|
|
Other
liabilities
|
|
Other
assets
|
|
Other
liabilities
|
||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
1,387,500
|
|
|
$
|
17,367
|
|
|
$
|
—
|
|
|
$
|
275,000
|
|
|
$
|
1,508
|
|
|
$
|
123
|
|
Total derivatives designated as hedging instruments
|
1,387,500
|
|
|
17,367
|
|
|
—
|
|
|
275,000
|
|
|
1,508
|
|
|
123
|
|
||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps for customers
2
|
3,237,694
|
|
|
66,805
|
|
|
69,991
|
|
|
2,770,052
|
|
|
48,287
|
|
|
50,669
|
|
||||||
Foreign exchange
|
340,818
|
|
|
18,947
|
|
|
16,372
|
|
|
443,721
|
|
|
16,625
|
|
|
15,272
|
|
||||||
Total derivatives not designated as hedging instruments
|
3,578,512
|
|
|
85,752
|
|
|
86,363
|
|
|
3,213,773
|
|
|
64,912
|
|
|
65,941
|
|
||||||
Total derivatives
|
$
|
4,966,012
|
|
|
$
|
103,119
|
|
|
$
|
86,363
|
|
|
$
|
3,488,773
|
|
|
$
|
66,420
|
|
|
$
|
66,064
|
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||||||||||||
|
Amount of derivative gain (loss) recognized/reclassified
|
||||||||||||||||||||||||||||||
(In thousands)
|
OCI
|
|
Reclassified
from AOCI to interest income 3 |
|
Noninterest
income
(expense)
|
|
Offset to
interest
expense
|
|
OCI
|
|
Reclassified
from AOCI
to interest
income
3
|
|
Noninterest
income
(expense)
|
|
Offset to
interest
expense
|
||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Asset derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash flow hedges
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
17,343
|
|
|
$
|
2,957
|
|
|
|
|
|
|
$
|
21,172
|
|
|
$
|
5,191
|
|
|
|
|
|
||||||||
|
17,343
|
|
|
2,957
|
|
|
|
|
|
|
|
21,172
|
|
|
5,191
|
|
|
|
|
|
|
||||||||||
Liability derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Terminated swaps on long-term debt
|
|
|
|
|
|
|
$
|
431
|
|
|
|
|
|
|
|
|
$
|
1,364
|
|
||||||||||||
Total derivatives designated as hedging instruments
|
17,343
|
|
|
2,957
|
|
|
|
|
|
431
|
|
|
21,172
|
|
|
5,191
|
|
|
|
|
|
1,364
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps for customers
2
|
|
|
|
|
$
|
939
|
|
|
|
|
|
|
|
|
$
|
5,329
|
|
|
|
||||||||||||
Futures contracts
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
2
|
|
|
|
||||||||||||||
Foreign exchange
|
|
|
|
|
2,506
|
|
|
|
|
|
|
|
|
6,938
|
|
|
|
||||||||||||||
Total derivatives not designated as hedging instruments
|
|
|
|
|
3,446
|
|
|
|
|
|
|
|
|
12,269
|
|
|
|
||||||||||||||
Total derivatives
|
$
|
17,343
|
|
|
$
|
2,957
|
|
|
$
|
3,446
|
|
|
$
|
431
|
|
|
$
|
21,172
|
|
|
$
|
5,191
|
|
|
$
|
12,269
|
|
|
$
|
1,364
|
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||||||||||||
|
Amount of derivative gain (loss) recognized/reclassified
|
||||||||||||||||||||||||||||||
(In thousands)
|
OCI
|
|
Reclassified
from AOCI to interest income 3 |
|
Noninterest
income
(expense)
|
|
Offset to
interest
expense
|
|
OCI
|
|
Reclassified
from AOCI
to interest
income
3
|
|
Noninterest
income
(expense)
|
|
Offset to
interest
expense
|
||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Asset derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash flow hedges
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
(845
|
)
|
|
$
|
770
|
|
|
|
|
|
|
$
|
1,681
|
|
|
$
|
1,698
|
|
|
|
|
|
||||||||
|
(845
|
)
|
|
770
|
|
|
|
|
|
|
|
1,681
|
|
|
1,698
|
|
|
|
|
|
|
||||||||||
Liability derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Terminated swaps on long-term debt
|
|
|
|
|
|
|
$
|
496
|
|
|
|
|
|
|
|
|
$
|
1,822
|
|
||||||||||||
Total derivatives designated as hedging instruments
|
(845
|
)
|
|
770
|
|
|
|
|
|
496
|
|
|
1,681
|
|
|
1,698
|
|
|
|
|
|
1,822
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
|
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
$
|
355
|
|
|
|
||||||||||||
Interest rate swaps for customers
2
|
|
|
|
|
1,419
|
|
|
|
|
|
|
|
|
493
|
|
|
|
||||||||||||||
Foreign exchange
|
|
|
|
|
2,242
|
|
|
|
|
|
|
|
|
5,951
|
|
|
|
||||||||||||||
Total return swap
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
(7,894
|
)
|
|
|
||||||||||||||
Total derivatives not designated as hedging instruments
|
|
|
|
|
3,662
|
|
|
|
|
|
|
|
|
(1,095
|
)
|
|
|
||||||||||||||
Total derivatives
|
$
|
(845
|
)
|
|
$
|
770
|
|
|
$
|
3,662
|
|
|
$
|
496
|
|
|
$
|
1,681
|
|
|
$
|
1,698
|
|
|
$
|
(1,095
|
)
|
|
$
|
1,822
|
|
1
|
Amounts recognized in OCI and reclassified from AOCI represent the effective portion of the derivative gain.
|
2
|
Notional amounts include both the customer swaps and the offsetting derivative contracts.
|
3
|
Amounts for the
three and nine months ended
September 30
, of
$3.0 million
and
$5.2 million
in
2015
, and
$0.8 million
and
$1.7 million
in
2014
, respectively, are the amounts of reclassification to earnings from AOCI presented in Note 8.
|
8.
|
DEBT AND SHAREHOLDERS’ EQUITY
|
(In thousands)
|
September 30,
2015 |
|
December 31, 2014
|
||||
|
|
|
|
||||
Junior subordinated debentures related to trust preferred securities
|
$
|
164,950
|
|
|
$
|
168,043
|
|
Convertible subordinated notes
|
70,119
|
|
|
132,838
|
|
||
Subordinated notes
|
302,102
|
|
|
335,798
|
|
||
Senior notes
|
406,631
|
|
|
432,385
|
|
||
FHLB advances
|
—
|
|
|
22,156
|
|
||
Capital lease obligations
|
950
|
|
|
1,062
|
|
||
Total
|
$
|
944,752
|
|
|
$
|
1,092,282
|
|
(In thousands)
|
|
Net unrealized gains (losses) on investment securities
|
|
Net unrealized gains (losses) on derivatives and other
|
|
Pension and post-retirement
|
|
Total
|
||||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2014
|
|
|
$
|
(91,921
|
)
|
|
|
|
$
|
2,226
|
|
|
|
$
|
(38,346
|
)
|
|
$
|
(128,041
|
)
|
Other comprehensive income before reclassifications, net of tax
|
|
|
15,398
|
|
|
|
|
13,035
|
|
|
|
—
|
|
|
28,433
|
|
||||
Amounts reclassified from AOCI, net of tax
|
|
|
85,845
|
|
|
|
|
(3,212
|
)
|
|
|
—
|
|
|
82,633
|
|
||||
Other comprehensive income
|
|
|
101,243
|
|
|
|
|
9,823
|
|
|
|
—
|
|
|
111,066
|
|
||||
Balance at September 30, 2015
|
|
|
$
|
9,322
|
|
|
|
|
$
|
12,049
|
|
|
|
$
|
(38,346
|
)
|
|
$
|
(16,975
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense included in other comprehensive income
|
|
|
$
|
65,549
|
|
|
|
|
$
|
6,311
|
|
|
|
$
|
—
|
|
|
$
|
71,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2013
|
|
|
$
|
(168,805
|
)
|
|
|
|
$
|
1,556
|
|
|
|
$
|
(24,852
|
)
|
|
$
|
(192,101
|
)
|
Other comprehensive income before reclassifications, net of tax
|
|
|
100,723
|
|
|
|
|
678
|
|
|
|
—
|
|
|
101,401
|
|
||||
Amounts reclassified from AOCI, net of tax
|
|
|
(19,206
|
)
|
|
|
|
(1,021
|
)
|
|
|
—
|
|
|
(20,227
|
)
|
||||
Other comprehensive income (loss)
|
|
|
81,517
|
|
|
|
|
(343
|
)
|
|
|
—
|
|
|
81,174
|
|
||||
Balance at September 30, 2014
|
|
|
$
|
(87,288
|
)
|
|
|
|
$
|
1,213
|
|
|
|
$
|
(24,852
|
)
|
|
$
|
(110,927
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit) included in other comprehensive income (loss)
|
|
|
$
|
61,714
|
|
|
|
|
$
|
(214
|
)
|
|
|
$
|
—
|
|
|
$
|
61,500
|
|
|
|
Amounts reclassified
from AOCI
1
|
|
Statement of income (SI) Balance sheet
(BS)
|
|
|
||||||||||||||
(In thousands)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
|
|
|||||||||||||
Details about AOCI components
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
Affected line item
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized gains (losses) on investment securities
|
|
$
|
(53
|
)
|
|
$
|
(13,901
|
)
|
|
$
|
(138,728
|
)
|
|
$
|
22,039
|
|
|
SI
|
|
Fixed income securities gains (losses), net
|
Income tax expense (benefit)
|
|
(20
|
)
|
|
(6,015
|
)
|
|
(52,883
|
)
|
|
1,981
|
|
|
|
|
|
||||
|
|
(33
|
)
|
|
(7,886
|
)
|
|
(85,845
|
)
|
|
20,058
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized losses on investment securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
SI
|
|
Net impairment losses on investment securities
|
||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
|
|
|
||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
|
|
|
||||
Accretion of securities with noncredit-related impairment losses not expected to be sold
|
|
—
|
|
|
(467
|
)
|
|
—
|
|
|
(1,411
|
)
|
|
BS
|
|
Investment securities, held-to-maturity
|
||||
Deferred income taxes
|
|
—
|
|
|
191
|
|
|
—
|
|
|
576
|
|
|
BS
|
|
Other assets
|
||||
|
|
$
|
(33
|
)
|
|
$
|
(8,162
|
)
|
|
$
|
(85,845
|
)
|
|
$
|
19,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized gains on derivative instruments
|
|
$
|
2,957
|
|
|
$
|
770
|
|
|
$
|
5,191
|
|
|
$
|
1,698
|
|
|
SI
|
|
Interest and fees on loans
|
Income tax expense
|
|
1,127
|
|
|
307
|
|
|
1,979
|
|
|
677
|
|
|
|
|
|
||||
|
|
$
|
1,830
|
|
|
$
|
463
|
|
|
$
|
3,212
|
|
|
$
|
1,021
|
|
|
|
|
|
1
|
Negative reclassification amounts indicate decreases to earnings in the statement of income and increases to balance sheet assets. The opposite applies to positive reclassification amounts.
|
9.
|
INCOME TAXES
|
10.
|
FAIR VALUE
|
(In thousands)
|
September 30, 2015
|
||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury, agencies and corporations
|
$
|
—
|
|
|
$
|
5,741,982
|
|
|
$
|
—
|
|
|
$
|
5,741,982
|
|
Municipal securities
|
|
|
213,398
|
|
|
|
|
|
213,398
|
|
|||||
Other debt securities
|
|
|
22,767
|
|
|
|
|
22,767
|
|
||||||
Money market mutual funds and other
|
18,509
|
|
|
3,355
|
|
|
|
|
21,864
|
|
|||||
|
18,509
|
|
|
5,981,502
|
|
|
—
|
|
|
6,000,011
|
|
||||
Trading account
|
|
|
73,521
|
|
|
|
|
73,521
|
|
||||||
Other noninterest-bearing investments:
|
|
|
|
|
|
|
|
||||||||
Bank-owned life insurance
|
|
|
482,199
|
|
|
|
|
482,199
|
|
||||||
Private equity investments
|
|
|
|
|
|
120,195
|
|
|
120,195
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Agriculture loan servicing and interest-only strips
|
|
|
|
|
|
13,161
|
|
|
13,161
|
|
|||||
Deferred compensation plan assets
|
83,703
|
|
|
|
|
|
|
|
|
83,703
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
18,270
|
|
|
|
|
18,270
|
|
||||||
Interest rate swaps for customers
|
|
|
66,805
|
|
|
|
|
66,805
|
|
||||||
Foreign currency exchange contracts
|
18,947
|
|
|
|
|
|
|
18,947
|
|
||||||
|
18,947
|
|
|
85,075
|
|
|
—
|
|
|
104,022
|
|
||||
|
$
|
121,159
|
|
|
$
|
6,622,297
|
|
|
$
|
133,356
|
|
|
$
|
6,876,812
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
29,566
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,566
|
|
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan obligations
|
83,703
|
|
|
|
|
|
|
83,703
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
245
|
|
|
|
|
245
|
|
||||||
Interest rate swaps for customers
|
|
|
69,991
|
|
|
|
|
69,991
|
|
||||||
Foreign currency exchange contracts
|
16,372
|
|
|
|
|
|
|
16,372
|
|
||||||
|
16,372
|
|
|
70,236
|
|
|
—
|
|
|
86,608
|
|
||||
|
$
|
129,641
|
|
|
$
|
70,236
|
|
|
$
|
—
|
|
|
$
|
199,877
|
|
(In thousands)
|
December 31, 2014
|
||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury, agencies and corporations
|
$
|
—
|
|
|
$
|
3,098,208
|
|
|
$
|
—
|
|
|
$
|
3,098,208
|
|
Municipal securities
|
|
|
185,093
|
|
|
4,164
|
|
|
189,257
|
|
|||||
Asset-backed securities:
|
|
|
|
|
|
|
|
||||||||
Trust preferred – banks and insurance
|
|
|
22,701
|
|
|
393,007
|
|
|
415,708
|
|
|||||
Auction rate
|
|
|
|
|
4,761
|
|
|
4,761
|
|
||||||
Other
|
|
|
666
|
|
|
25
|
|
|
691
|
|
|||||
Money market mutual funds and other
|
105,348
|
|
|
30,275
|
|
|
|
|
135,623
|
|
|||||
|
105,348
|
|
|
3,336,943
|
|
|
401,957
|
|
|
3,844,248
|
|
||||
Trading account
|
|
|
70,601
|
|
|
|
|
70,601
|
|
||||||
Other noninterest-bearing investments:
|
|
|
|
|
|
|
|
||||||||
Bank-owned life insurance
|
|
|
476,290
|
|
|
|
|
476,290
|
|
||||||
Private equity investments
|
|
|
|
|
|
99,865
|
|
|
99,865
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Agriculture loan servicing and interest-only strips
|
|
|
|
|
|
12,227
|
|
|
12,227
|
|
|||||
Deferred compensation plan assets
|
88,878
|
|
|
|
|
|
|
|
|
88,878
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
1,508
|
|
|
|
|
1,508
|
|
||||||
Interest rate swaps for customers
|
|
|
48,287
|
|
|
|
|
48,287
|
|
||||||
Foreign currency exchange contracts
|
16,625
|
|
|
|
|
|
|
16,625
|
|
||||||
|
16,625
|
|
|
49,795
|
|
|
—
|
|
|
66,420
|
|
||||
|
$
|
210,851
|
|
|
$
|
3,933,629
|
|
|
$
|
514,049
|
|
|
$
|
4,658,529
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
24,230
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,230
|
|
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan obligations
|
88,878
|
|
|
|
|
|
|
88,878
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
297
|
|
|
|
|
297
|
|
||||||
Interest rate swaps for customers
|
|
|
50,669
|
|
|
|
|
50,669
|
|
||||||
Foreign currency exchange contracts
|
15,272
|
|
|
|
|
|
|
15,272
|
|
||||||
|
15,272
|
|
|
50,966
|
|
|
—
|
|
|
66,238
|
|
||||
Other
|
|
|
|
|
13
|
|
|
13
|
|
||||||
|
$
|
128,380
|
|
|
$
|
50,966
|
|
|
$
|
13
|
|
|
$
|
179,359
|
|
|
Level 3 Instruments
|
||||||||||||||||||||||
|
Three Months Ended September 30, 2015
|
||||||||||||||||||||||
(In thousands)
|
Municipal
securities
|
|
Trust
preferred – banks and insurance
|
|
Other
|
|
Private
equity
investments
|
|
Ag loan svcg and int-only strips
|
|
Derivatives
and other
liabilities
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at June 30, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110,115
|
|
|
$
|
13,502
|
|
|
$
|
—
|
|
Net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statement of income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends and other investment income (loss)
|
|
|
|
|
|
|
(620
|
)
|
|
|
|
|
|||||||||||
Equity securities gains, net
|
|
|
|
|
|
|
3,587
|
|
|
|
|
|
|||||||||||
Other noninterest loss, net
|
|
|
|
|
|
|
|
|
(375
|
)
|
|
|
|||||||||||
Purchases
|
|
|
|
|
|
|
8,184
|
|
|
234
|
|
|
|
||||||||||
Sales
|
|
|
|
|
|
|
(126
|
)
|
|
|
|
|
|||||||||||
Redemptions and paydowns
|
|
|
|
|
|
|
|
|
|
(945
|
)
|
|
(200
|
)
|
|
|
|||||||
Balance at September 30, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120,195
|
|
|
$
|
13,161
|
|
|
$
|
—
|
|
|
Level 3 Instruments
|
||||||||||||||||||||||
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||||||
(In thousands)
|
Municipal
securities
|
|
Trust
preferred – banks and insurance
|
|
Other
|
|
Private
equity
investments
|
|
Ag loan svcg and int-only strips
|
|
Derivatives
and other
liabilities
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2014
|
$
|
4,164
|
|
|
$
|
393,007
|
|
|
$
|
4,761
|
|
|
$
|
97,649
|
|
|
$
|
12,227
|
|
|
$
|
(13
|
)
|
Net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statement of income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accretion of purchase discount on securities available-for-sale
|
3
|
|
|
471
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends and other investment loss
|
|
|
|
|
|
|
(1,179
|
)
|
|
|
|
|
|||||||||||
Equity securities gains, net
|
|
|
|
|
|
|
7,554
|
|
|
|
|
|
|||||||||||
Fixed income securities losses, net
|
(344
|
)
|
|
(136,691
|
)
|
|
(606
|
)
|
|
|
|
|
|
|
|||||||||
Other noninterest income, net
|
|
|
|
|
|
|
|
|
1,112
|
|
|
|
|||||||||||
Other noninterest expense
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|||||||||||
Other comprehensive income (loss)
|
687
|
|
|
141,547
|
|
|
(74
|
)
|
|
|
|
|
|
|
|||||||||
Fair value of HTM securities reclassified as AFS
|
|
|
57,308
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchases
|
|
|
|
|
|
|
20,498
|
|
|
615
|
|
|
|
||||||||||
Sales
|
(2,651
|
)
|
|
(440,055
|
)
|
|
(4,081
|
)
|
|
(2,634
|
)
|
|
|
|
|
||||||||
Redemptions and paydowns
|
(1,859
|
)
|
|
(15,587
|
)
|
|
|
|
|
(1,693
|
)
|
|
(793
|
)
|
|
|
|||||||
Balance at September 30, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120,195
|
|
|
$
|
13,161
|
|
|
$
|
—
|
|
|
Level 3 Instruments
|
||||||||||||||||||||||||||||||
|
Three Months Ended September 30, 2014
|
||||||||||||||||||||||||||||||
(In thousands)
|
Municipal
securities
|
|
Trust
preferred – banks and insurance
|
|
Trust
preferred – REIT
1
|
|
Auction
rate
|
|
Other
asset-backed
|
|
Private
equity
investments
|
|
Ag loan svcg and int-only strips
|
|
Derivatives
and other
liabilities
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at June 30, 2014
|
$
|
10,038
|
|
|
$
|
685,805
|
|
|
$
|
—
|
|
|
$
|
6,578
|
|
|
$
|
28
|
|
|
$
|
82,256
|
|
|
$
|
11,461
|
|
|
$
|
(132
|
)
|
Net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Statement of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accretion of purchase discount on securities available-for-sale
|
9
|
|
|
480
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends and other investment income
|
|
|
|
|
|
|
|
|
|
|
1,451
|
|
|
|
|
|
|||||||||||||||
Equity securities losses, net
|
|
|
|
|
|
|
|
|
|
|
(3,684
|
)
|
|
|
|
|
|||||||||||||||
Fixed income securities gains (losses), net
|
2
|
|
|
(13,956
|
)
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other noninterest income
|
|
|
|
|
|
|
|
|
|
|
|
|
139
|
|
|
|
|||||||||||||||
Other noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65
|
|
|||||||||||||||
Other comprehensive income
|
4
|
|
|
45,521
|
|
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchases
|
|
|
|
|
|
|
|
|
|
|
4,438
|
|
|
531
|
|
|
|
||||||||||||||
Sales
|
|
|
(155,869
|
)
|
|
|
|
|
(950
|
)
|
|
(1
|
)
|
|
(476
|
)
|
|
|
|
|
|||||||||||
Redemptions and paydowns
|
(125
|
)
|
|
(36,511
|
)
|
|
|
|
|
|
|
|
|
|
(100
|
)
|
|
(213
|
)
|
|
|
|
|||||||||
Balance at September 30, 2014
|
$
|
9,928
|
|
|
$
|
525,470
|
|
|
$
|
—
|
|
|
$
|
5,714
|
|
|
$
|
27
|
|
|
$
|
83,885
|
|
|
$
|
11,918
|
|
|
$
|
(67
|
)
|
|
Level 3 Instruments
|
||||||||||||||||||||||||||||||
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||||||||||||||
(In thousands)
|
Municipal
securities
|
|
Trust
preferred – banks and insurance
|
|
Trust
preferred – REIT
1
|
|
Auction
rate
|
|
Other
asset-backed
|
|
Private
equity
investments
|
|
Ag loan svcg and int-only strips
|
|
Derivatives
and other
liabilities
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2013
|
$
|
10,662
|
|
|
$
|
1,238,820
|
|
|
$
|
22,996
|
|
|
$
|
6,599
|
|
|
$
|
25,800
|
|
|
$
|
82,410
|
|
|
$
|
8,852
|
|
|
$
|
(4,303
|
)
|
Net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Statement of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accretion of purchase discount on securities available-for-sale
|
27
|
|
|
1,833
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends and other investment income (loss)
|
|
|
|
|
|
|
|
|
|
|
(1,296
|
)
|
|
|
|
|
|||||||||||||||
Fair value and nonhedge derivative loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,894
|
)
|
|||||||||||||||
Equity securities gains, net
|
|
|
|
|
|
|
|
|
|
|
(3,100
|
)
|
|
|
|
|
|||||||||||||||
Fixed income securities gains, net
|
18
|
|
|
9,009
|
|
|
1,399
|
|
|
37
|
|
|
10,917
|
|
|
|
|
|
|
|
|||||||||||
Other noninterest income
|
|
|
|
|
|
|
|
|
|
|
|
|
665
|
|
|
|
|||||||||||||||
Other noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174
|
|
|||||||||||||||
Other comprehensive income (loss)
|
(178
|
)
|
|
146,861
|
|
|
|
|
|
25
|
|
|
(15
|
)
|
|
|
|
|
|
|
|||||||||||
Purchases
|
|
|
|
|
|
|
|
|
|
|
12,898
|
|
|
2,987
|
|
|
|
||||||||||||||
Sales
|
|
|
(702,257
|
)
|
|
(24,395
|
)
|
|
(950
|
)
|
|
(36,670
|
)
|
|
(1,315
|
)
|
|
|
|
|
|||||||||||
Redemptions and paydowns
|
(601
|
)
|
|
(99,603
|
)
|
|
|
|
|
|
(5
|
)
|
|
(5,712
|
)
|
|
(586
|
)
|
|
11,956
|
|
||||||||||
Transfers to Level 2
|
|
|
(69,193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2014
|
$
|
9,928
|
|
|
$
|
525,470
|
|
|
$
|
—
|
|
|
$
|
5,714
|
|
|
$
|
27
|
|
|
$
|
83,885
|
|
|
$
|
11,918
|
|
|
$
|
(67
|
)
|
1
|
Real Estate Investment Trust
|
(In thousands)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|||||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
|
|
|
|
|
|
|
||||||||
Dividends and other investment income
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
34
|
|
Fixed income securities gains (losses), net
|
—
|
|
|
(13,917
|
)
|
|
(137,641
|
)
|
|
21,380
|
|
||||
Equity securities losses, net
|
(10,637
|
)
|
|
—
|
|
|
(11,311
|
)
|
|
—
|
|
(In thousands)
|
Fair value at September 30, 2015
|
|
Fair value at December 31, 2014
|
||||||||||||||||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Private equity investments, carried at cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,974
|
|
|
$
|
2,974
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,454
|
|
|
$
|
23,454
|
|
Impaired loans
|
—
|
|
|
14,419
|
|
|
—
|
|
|
14,419
|
|
|
—
|
|
|
16,574
|
|
|
—
|
|
|
16,574
|
|
||||||||
Other real estate owned
|
—
|
|
|
2,221
|
|
|
—
|
|
|
2,221
|
|
|
—
|
|
|
8,034
|
|
|
—
|
|
|
8,034
|
|
||||||||
|
$
|
—
|
|
|
$
|
16,640
|
|
|
$
|
2,974
|
|
|
$
|
19,614
|
|
|
$
|
—
|
|
|
$
|
24,608
|
|
|
$
|
23,454
|
|
|
$
|
48,062
|
|
|
Gains (losses) from fair value changes
|
||||||||||||||
(In thousands)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
HTM securities adjusted for OTTI
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
Private equity investments, carried at cost
|
(625
|
)
|
|
(339
|
)
|
|
(2,903
|
)
|
|
(471
|
)
|
||||
Impaired loans
|
(7,666
|
)
|
|
(807
|
)
|
|
(12,682
|
)
|
|
(12,126
|
)
|
||||
Other real estate owned
|
(565
|
)
|
|
(3,088
|
)
|
|
(1,883
|
)
|
|
(6,259
|
)
|
||||
|
$
|
(8,856
|
)
|
|
$
|
(4,234
|
)
|
|
$
|
(17,468
|
)
|
|
$
|
(18,883
|
)
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||
(In thousands)
|
Carrying
value
|
|
Estimated
fair value
|
|
Level
|
|
Carrying
value
|
|
Estimated
fair value
|
|
Level
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
HTM investment securities
|
$
|
544,168
|
|
|
$
|
553,088
|
|
|
3
|
|
$
|
647,252
|
|
|
$
|
677,196
|
|
|
3
|
Loans and leases (including loans held for sale), net of allowance
|
39,655,805
|
|
|
39,414,672
|
|
|
3
|
|
39,591,499
|
|
|
39,426,498
|
|
|
3
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
2,216,206
|
|
|
2,223,094
|
|
|
2
|
|
2,406,924
|
|
|
2,408,550
|
|
|
2
|
||||
Foreign deposits
|
441,560
|
|
|
441,548
|
|
|
2
|
|
328,391
|
|
|
328,447
|
|
|
2
|
||||
Long-term debt (less fair value hedges)
|
944,613
|
|
|
975,642
|
|
|
2
|
|
1,090,778
|
|
|
1,159,287
|
|
|
2
|
11.
|
COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES
|
(In thousands)
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
||||
Net unfunded commitments to extend credit
1
|
$
|
16,969,127
|
|
|
$
|
16,658,757
|
|
Standby letters of credit:
|
|
|
|
||||
Financial
|
701,945
|
|
|
745,895
|
|
||
Performance
|
204,949
|
|
|
183,482
|
|
||
Commercial letters of credit
|
77,874
|
|
|
32,144
|
|
||
Total unfunded lending commitments
|
$
|
17,953,895
|
|
|
$
|
17,620,278
|
|
1
|
Net of participations
|
•
|
a class action case,
Reyes v. Zions First National Bank, et. al.,
which was brought in the United States District Court for the Eastern District of Pennsylvania in early 2010. This case relates to our banking relationships with customers that allegedly engaged in wrongful telemarketing practices. The plaintiff is seeking a trebled monetary award under the federal RICO Act. In the third quarter of 2013, the District Court denied the plaintiff’s motion for class certification in the Reyes case. The plaintiff appealed the District Court decision to the Third Circuit Court of Appeals. In the third quarter of 2015, the Third Circuit vacated the District Court’s decision denying class certification and remanded the matter to the District Court with instructions to reconsider the class certification determination in light of particular standards articulated by the Third Circuit in its opinion. The District Court judge has directed the parties to participate in a settlement conference with a federal magistrate judge in the fourth quarter of 2015.
|
•
|
a governmental inquiry into possible money laundering activities of a customer of one of our subsidiary banks and the anti-money laundering practices of that bank (conducted by the United States Attorney’s Office for the Southern District of New York). Our first contact with the United States Attorney’s Office relating to this matter occurred in early 2012. We are unclear about the status of this inquiry.
|
•
|
a governmental inquiry into the practices of our subsidiary, Zions Bank; our former subsidiary, NetDeposit, LLC; and possibly other of our affiliates relating primarily to payment processing for allegedly fraudulent telemarketers and other customer types (conducted by the Department of Justice). This inquiry has been directed towards the banking industry generally, including numerous banks unrelated to us, and has led to a number of enforcement actions. Our first contact with the Department of Justice relating to this matter occurred in early 2013. We are unclear about the status of the inquiry as it relates to us.
|
12.
|
RETIREMENT PLANS
|
|
|
Pension benefits
|
|
Supplemental
retirement
benefits
|
|
Postretirement
benefits
|
|
Pension benefits
|
|
Supplemental
retirement
benefits
|
|
Postretirement
benefits
|
||||||||||||||||||||||||||||||||||||
(In thousands)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
23
|
|
Interest cost
|
|
1,755
|
|
|
1,869
|
|
|
101
|
|
|
113
|
|
|
10
|
|
|
12
|
|
|
5,320
|
|
|
5,608
|
|
|
302
|
|
|
340
|
|
|
30
|
|
|
35
|
|
||||||||||||
Expected return on plan assets
|
|
(3,090
|
)
|
|
(3,326
|
)
|
|
|
|
|
|
|
|
|
|
(9,270
|
)
|
|
(9,979
|
)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Amortization of prior service cost
|
|
|
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||||||||||||||||
Amortization of net actuarial (gain) loss
|
|
1,297
|
|
|
735
|
|
|
31
|
|
|
5
|
|
|
(13
|
)
|
|
(18
|
)
|
|
4,445
|
|
|
2,206
|
|
|
92
|
|
|
14
|
|
|
(40
|
)
|
|
(53
|
)
|
||||||||||||
Net periodic benefit cost (credit)
|
|
$
|
(38
|
)
|
|
$
|
(722
|
)
|
|
$
|
132
|
|
|
$
|
131
|
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
495
|
|
|
$
|
(2,165
|
)
|
|
$
|
394
|
|
|
$
|
392
|
|
|
$
|
15
|
|
|
$
|
5
|
|
13.
|
OPERATING SEGMENT INFORMATION
|
1
|
Includes loss on sale of CDOs in the second quarter of 2015 of (in millions)
$62.5
(Zions Bank),
$0.6
(NSB),
$0.6
(Vectra) and
$73.1
(Other).
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Zions Bancorporation (“the Parent”) and its subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”); and
|
•
|
statements preceded by, followed by, or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “projects,” or similar expressions.
|
•
|
the Company’s ability to successfully execute its business plans, manage its risks, and achieve its objectives, including its restructuring and efficiency initiatives and its tender offer for certain of its preferred stock;
|
•
|
changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the recent economic crisis, delay of recovery from that crisis, economic and fiscal imbalances in the United States and other countries, potential or actual downgrades in ratings of sovereign debt issued by the United States and other countries, and other major developments, including wars, military actions, and terrorist attacks;
|
•
|
changes in financial and commodity market prices and conditions, either internationally, nationally or locally in areas in which the Company conducts its operations, including without limitation reduced rates of business formation and growth, commercial and residential real estate development and real estate prices, and energy-related commodity prices, including the actual amount and duration of declines in the price of oil and gas;
|
•
|
changes in markets for debt, equity, and securities, including availability, market liquidity levels, and pricing;
|
•
|
changes in interest rates, the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows and competition;
|
•
|
acquisitions and integration of acquired businesses;
|
•
|
increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;
|
•
|
changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments and fees, including policies of the U.S. Department of Treasury, the OCC, the Board of Governors of the Federal Reserve Board System, the FDIC, the SEC, and the CFPB;
|
•
|
the impact of executive compensation rules under the Dodd-Frank Act and banking regulations which may impact the ability of the Company and other American financial institutions to retain and recruit executives and other personnel necessary for their businesses and competitiveness;
|
•
|
the impact of the Dodd-Frank Act and Basel III, and rules and regulations thereunder, on our required regulatory capital and liquidity levels, governmental assessments on us (including, but not limited to, the Federal Reserve reviews of our annual capital plan), the scope of business activities in which we may engage, the manner in which we engage in such activities, the fees we may charge for certain products and services, and other matters affected by the Dodd-Frank Act and these international standards;
|
•
|
continuing consolidation in the financial services industry;
|
•
|
new legal claims against the Company, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies, or changes in existing legal matters;
|
•
|
success in gaining regulatory approvals, when required;
|
•
|
changes in consumer spending and savings habits;
|
•
|
increased competitive challenges and expanding product and pricing pressures among financial institutions;
|
•
|
inflation and deflation;
|
•
|
technological changes and the Company’s implementation of new technologies;
|
•
|
the Company’s ability to develop and maintain secure and reliable information technology systems;
|
•
|
legislation or regulatory changes which adversely affect the Company’s operations or business;
|
•
|
the Company’s ability to comply with applicable laws and regulations;
|
•
|
changes in accounting policies or procedures as may be required by the FASB or regulatory agencies; and
|
•
|
costs of deposit insurance and changes with respect to FDIC insurance coverage levels.
|
ACL
|
Allowance for Credit Losses
|
EVE
|
Economic Value of Equity at Risk
|
AFS
|
Available-for-Sale
|
FAMC
|
Federal Agricultural Mortgage Corporation, or “Farmer Mac”
|
ALCO
|
Asset/Liability Committee
|
FASB
|
Financial Accounting Standards Board
|
ALLL
|
Allowance for Loan and Lease Losses
|
FDIC
|
Federal Deposit Insurance Corporation
|
Amegy
|
Amegy Corporation
|
FHLB
|
Federal Home Loan Bank
|
AOCI
|
Accumulated Other Comprehensive Income
|
FHLMC
|
Federal Home Loan Mortgage Corporation, or “Freddie Mac”
|
ASC
|
Accounting Standards Codification
|
FNMA
|
Federal National Mortgage Association, or “Fannie Mae”
|
ASU
|
Accounting Standards Update
|
FRB
|
Federal Reserve Board
|
ATM
|
Automated Teller Machine
|
GAAP
|
Generally Accepted Accounting Principles
|
BOLI
|
Bank-Owned Life Insurance
|
GNMA
|
Government National Mortgage Association, or “Ginnie Mae”
|
bps
|
basis points
|
HECL
|
Home Equity Credit Line
|
CB&T
|
California Bank & Trust
|
HQLA
|
High Quality Liquid Assets
|
CCAC
|
Corporate Credit Administration Committee
|
HTM
|
Held-to-Maturity
|
CCAR
|
Comprehensive Capital Analysis and Review
|
IFRS
|
International Financial Reporting Standards
|
CDO
|
Collateralized Debt Obligation
|
ISDA
|
International Swap and Derivative Association
|
CET1
|
Common Equity Tier 1 (Basel III)
|
LCR
|
Liquidity Coverage Ratio
|
CFPB
|
Consumer Financial Protection Bureau
|
LGD
|
Loss Given Default
|
CLTV
|
Combined Loan-to-Value Ratio
|
LIBOR
|
London Interbank Offered Rate
|
COSO
|
Committee of Sponsoring Organizations
of the Treadway Commission |
LIHTC
|
Low-Income Housing Tax Credit
|
CRE
|
Commercial Real Estate
|
MD&A
|
Management’s Discussion and Analysis
|
CSA
|
Credit Support Annex
|
NAV
|
Net Asset Value
|
CSV
|
Cash Surrender Value
|
NBAZ
|
National Bank of Arizona
|
DBRS
|
Dominion Bond Rating Service
|
NSFR
|
Net Stable Funding Ratio
|
DFAST
|
Dodd-Frank Act Stress Test
|
NSB
|
Nevada State Bank
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
NYMEX
|
New York Mercantile Exchange
|
DTA
|
Deferred Tax Asset
|
OCC
|
Office of the Comptroller of the Currency
|
EITF
|
Emerging Issues Task Force
|
OCI
|
Other Comprehensive Income
|
ERM
|
Enterprise Risk Management
|
OREO
|
Other Real Estate Owned
|
ERMC
|
Enterprise Risk Management Committee
|
OTC
|
Over-the-Counter
|
OTTI
|
Other-Than-Temporary Impairment
|
SVC
|
Securitization Valuation Committee
|
Parent
|
Zions Bancorporation
|
T1C
|
Tier 1 Common (Basel I)
|
PCI
|
Purchase Credit-Impaired
|
TCBO
|
The Commerce Bank of Oregon
|
PD
|
Probability of Default
|
TCBW
|
The Commerce Bank of Washington
|
PEIs
|
Private Equity Investments
|
TDR
|
Troubled Debt Restructuring
|
REIT
|
Real Estate Investment Trust
|
Vectra
|
Vectra Bank Colorado
|
ROC
|
Risk Oversight Committee
|
VIE
|
Variable Interest Entity
|
RULC
|
Reserve for Unfunded Lending Commitments
|
VR
|
Volcker Rule
|
SBA
|
Small Business Administration
|
Zions Bank
|
Zions First National Bank
|
SBIC
|
Small Business Investment Company
|
ZMFU
|
Zions Municipal Funding
|
SEC
|
Securities and Exchange Commission
|
ZMSC
|
Zions Management Services Company
|
SNC
|
Shared National Credit
|
|
|
•
|
Total noninterest expense was $396 million during the third quarter and $1,198 million year-to-date, compared to $404 million and $802 million last quarter, and $439 million and $1,243 million during the third quarter of 2014. As previously committed, the Company is on track to achieve 50% of its gross $120 million expense reduction by the end of 2015 and to hold adjusted noninterest expense below $1.6 billion in 2015.
|
•
|
The efficiency ratio improved to 69.5% during the third quarter, compared to 71.4% during the second quarter, and 73.0% for the third quarter of 2014, reflecting progress towards the Company’s commitment to have this ratio be at or less than 70% for the second half of 2015.
|
•
|
The credit quality of the Company’s overall loan portfolio remained strong, with moderate deterioration in energy loans as explained subsequently. When compared to the prior quarter’s level, classified loans increased 2%, nonperforming assets declined 4%, and net charge-offs excluding energy loans were stable. Compared to the same prior year period, classified loans and nonperforming assets each increased 11%.
|
•
|
Energy loan net charge-offs were $17 million during the third quarter; there were no energy loan net charge-offs during the second quarter. The Company increased the allowance for credit losses (“ACL”) on its energy portfolio in part due to the decline in energy prices during the third quarter. This contributed to an increased provision for loan losses of $18.3 million during the third quarter, compared to $0.6 million during the second quarter. The overall performance of the energy loan portfolio has been substantially consistent with the Company’s initial communications in late 2014, which concluded that some deterioration was expected from
|
•
|
Net interest income increased slightly from the prior quarter while the net interest margin declined to 3.11% from 3.18%, primarily driven by an increased concentration of cash and securities and a decline in the yield of the loan portfolio attributable primarily to the waning benefit from loans purchased from the Federal Deposit Insurance Corporation (“FDIC”) in 2009. Net interest income increased in the third quarter by $8.6 million, or 2%, compared to the same prior year period primarily as a result of the extinguishment of certain long-term debt.
|
•
|
Loans held for investment increased $89 million during the third quarter. Excluding the effect of attrition in energy-related loans and the National Real Estate portfolio, loans increased $285 million during the third quarter, compared to a $259 million increase during the second quarter calculated on the same basis. Loans held for investment increased $374 million during the third quarter compared to the same prior year period primarily from increased construction and land development and commercial and industrial loans.
|
•
|
consolidate bank charters from seven to one while maintaining local leadership, local product pricing, and local brands;
|
•
|
create a chief banking officer position, with responsibility for retail banking, wealth management, and residential mortgage lending;
|
•
|
consolidate risk functions, while emphasizing local credit decision-making;
|
•
|
consolidate various non-customer facing operations; and
|
•
|
continue to invest in building best-in-class technology.
|
•
|
Achieve an efficiency ratio in the low 60s by fiscal year 2017, driven by expense and revenue initiatives detailed below; the announced target assumes a slight increase in interest rates. We also have intermediate goals of an efficiency ratio less than or equal to 70% in the second half of 2015 and less than or equal to 66% in 2016. The efficiency ratio improved to 69.5% during the third quarter, compared to 71.4% during the second quarter. See “GAAP to Non-GAAP Reconciliations” on page 90 for more information regarding the calculation of the efficiency ratio.
|
•
|
Increase returns on tangible common equity over the long term to double digit levels. For the third quarter, the tangible return on average tangible common equity was 6.05%, compared to 0.03% for the second quarter (decreased due to the loss from sales of CDO securities), and 6.19% for the third quarter of 2014.
|
•
|
Maintain noninterest expense below $1.6 billion in 2015 and 2016, and increasing somewhat in 2017; this target excludes those same expense items excluded in arriving at the efficiency ratio (see “GAAP to Non-GAAP Reconciliations” on page 90 for more information regarding the calculation of the efficiency ratio). We are encouraged with the achievement of noninterest expenses at or below the $400 million level for the third quarter. We are working to realize the remainder of the gross cost savings for 2015 and to keep noninterest expense below $1.6 billion in 2016 as well.
|
•
|
Achieve gross pretax cost savings of $120 million annually from operational expense initiatives by fiscal year 2017, which include overhauling technology, consolidating legal charters, and improving operating efficiency across the Company. We are on track to achieve half of the targeted cost reductions by year-end.
|
1
|
Taxable-equivalent rates used where applicable.
|
2
|
Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
(In millions)
|
|
Par value
|
|
Amortized
cost
|
|
Carrying
value
|
|
Estimated
fair
value
|
|
Par value
|
|
Amortized
cost
|
|
Carrying
value
|
|
Estimated
fair
value
|
||||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal securities
|
|
$
|
545
|
|
|
$
|
544
|
|
|
$
|
544
|
|
|
$
|
553
|
|
|
$
|
608
|
|
|
$
|
608
|
|
|
$
|
608
|
|
|
$
|
620
|
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trust preferred securities – banks and insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
79
|
|
|
39
|
|
|
57
|
|
||||||||
|
|
545
|
|
|
544
|
|
|
544
|
|
|
553
|
|
|
697
|
|
|
687
|
|
|
647
|
|
|
677
|
|
||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Agency securities
|
|
1,103
|
|
|
1,103
|
|
|
1,110
|
|
|
1,110
|
|
|
606
|
|
|
607
|
|
|
601
|
|
|
601
|
|
||||||||
Agency guaranteed mortgage-backed securities
|
|
2,695
|
|
|
2,806
|
|
|
2,813
|
|
|
2,813
|
|
|
899
|
|
|
935
|
|
|
945
|
|
|
945
|
|
||||||||
Small Business Administration loan-backed securities
|
|
1,636
|
|
|
1,816
|
|
|
1,819
|
|
|
1,819
|
|
|
1,400
|
|
|
1,544
|
|
|
1,552
|
|
|
1,552
|
|
||||||||
Municipal securities
|
|
208
|
|
|
213
|
|
|
213
|
|
|
213
|
|
|
187
|
|
|
189
|
|
|
189
|
|
|
189
|
|
||||||||
Other debt securities
|
|
26
|
|
|
25
|
|
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trust preferred securities – banks and insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
659
|
|
|
538
|
|
|
415
|
|
|
415
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|
6
|
|
|
6
|
|
||||||||
|
|
5,668
|
|
|
5,963
|
|
|
5,978
|
|
|
5,978
|
|
|
3,758
|
|
|
3,819
|
|
|
3,708
|
|
|
3,708
|
|
||||||||
Money market mutual funds and other
|
|
22
|
|
|
22
|
|
|
22
|
|
|
22
|
|
|
137
|
|
|
137
|
|
|
136
|
|
|
136
|
|
||||||||
|
|
5,690
|
|
|
5,985
|
|
|
6,000
|
|
|
6,000
|
|
|
3,895
|
|
|
3,956
|
|
|
3,844
|
|
|
3,844
|
|
||||||||
Total
|
|
$
|
6,235
|
|
|
$
|
6,529
|
|
|
$
|
6,544
|
|
|
$
|
6,553
|
|
|
$
|
4,592
|
|
|
$
|
4,643
|
|
|
$
|
4,491
|
|
|
$
|
4,521
|
|
(In millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||||||
|
|
|
|
|
|
|
|
||||
Loans and leases
|
|
$
|
600
|
|
|
|
|
$
|
521
|
|
|
Held-to-maturity – municipal securities
|
|
544
|
|
|
|
|
608
|
|
|
||
Available-for-sale – municipal securities
|
|
213
|
|
|
|
|
189
|
|
|
||
Available-for-sale – auction rate securities
|
|
—
|
|
|
|
|
5
|
|
|
||
Trading account – municipal securities
|
|
58
|
|
|
|
|
53
|
|
|
||
Unfunded lending commitments
|
|
83
|
|
|
|
|
58
|
|
|
||
Total direct exposure to municipalities
|
|
$
|
1,498
|
|
|
|
|
$
|
1,434
|
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||
(Amounts in millions)
|
Amount
|
|
% of
total loans
|
|
Amount
|
|
% of
total loans
|
||||||
Commercial:
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
13,035
|
|
|
32.5
|
%
|
|
$
|
13,163
|
|
|
32.9
|
%
|
Leasing
|
427
|
|
|
1.1
|
|
|
409
|
|
|
1.0
|
|
||
Owner occupied
|
7,141
|
|
|
17.8
|
|
|
7,351
|
|
|
18.3
|
|
||
Municipal
|
600
|
|
|
1.5
|
|
|
521
|
|
|
1.3
|
|
||
Total commercial
|
21,203
|
|
|
52.9
|
|
|
21,444
|
|
|
53.5
|
|
||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||
Construction and land development
|
2,214
|
|
|
5.5
|
|
|
1,986
|
|
|
5.0
|
|
||
Term
|
8,089
|
|
|
20.2
|
|
|
8,127
|
|
|
20.3
|
|
||
Total commercial real estate
|
10,303
|
|
|
25.7
|
|
|
10,113
|
|
|
25.3
|
|
||
Consumer:
|
|
|
|
|
|
|
|
||||||
Home equity credit line
|
2,347
|
|
|
5.8
|
|
|
2,321
|
|
|
5.8
|
|
||
1-4 family residential
|
5,269
|
|
|
13.1
|
|
|
5,201
|
|
|
13.0
|
|
||
Construction and other consumer real estate
|
370
|
|
|
0.9
|
|
|
371
|
|
|
0.9
|
|
||
Bankcard and other revolving plans
|
428
|
|
|
1.1
|
|
|
401
|
|
|
1.0
|
|
||
Other
|
193
|
|
|
0.5
|
|
|
213
|
|
|
0.5
|
|
||
Total consumer
|
8,607
|
|
|
21.4
|
|
|
8,507
|
|
|
21.2
|
|
||
Total net loans
|
$
|
40,113
|
|
|
100.0
|
%
|
|
$
|
40,064
|
|
|
100.0
|
%
|
(In millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||||||
|
|
|
|
|
|
|
|
||||
Bank-owned life insurance
|
|
$
|
482
|
|
|
|
|
$
|
476
|
|
|
Federal Home Loan Bank stock
|
|
68
|
|
|
|
|
104
|
|
|
||
Federal Reserve stock
|
|
123
|
|
|
|
|
121
|
|
|
||
Farmer Mac stock
|
|
29
|
|
|
|
|
26
|
|
|
||
SBIC investments
|
|
112
|
|
|
|
|
86
|
|
|
||
Non-SBIC investment funds
|
|
28
|
|
|
|
|
44
|
|
|
||
Others
|
|
9
|
|
|
|
|
9
|
|
|
||
|
|
$
|
851
|
|
|
|
|
$
|
866
|
|
|
(Amounts in millions)
|
September 30, 2015
|
|
Percent
guaranteed
|
|
December 31, 2014
|
|
Percent
guaranteed
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
|
$
|
520
|
|
|
|
|
76
|
%
|
|
|
|
$
|
539
|
|
|
|
|
76
|
%
|
|
Commercial real estate
|
|
18
|
|
|
|
|
77
|
|
|
|
|
19
|
|
|
|
|
77
|
|
|
||
Consumer
|
|
15
|
|
|
|
|
88
|
|
|
|
|
17
|
|
|
|
|
86
|
|
|
||
Total loans
|
|
$
|
553
|
|
|
|
|
76
|
%
|
|
|
|
$
|
575
|
|
|
|
|
76
|
%
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||
(Amounts in millions)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
|
|
|
|
|
|
|
||||||
Real estate, rental and leasing
|
$
|
2,387
|
|
|
11.3
|
%
|
|
$
|
2,418
|
|
|
11.4
|
%
|
Manufacturing
|
2,344
|
|
|
11.0
|
|
|
2,305
|
|
|
10.7
|
|
||
Mining, quarrying and oil and gas extraction
1
|
1,965
|
|
|
9.3
|
|
|
2,277
|
|
|
10.6
|
|
||
Retail trade
|
1,942
|
|
|
9.2
|
|
|
1,924
|
|
|
9.0
|
|
||
Wholesale trade
|
1,647
|
|
|
7.8
|
|
|
1,638
|
|
|
7.6
|
|
||
Healthcare and social assistance
|
1,315
|
|
|
6.2
|
|
|
1,347
|
|
|
6.3
|
|
||
Finance and insurance
|
1,287
|
|
|
6.1
|
|
|
1,168
|
|
|
5.5
|
|
||
Transportation and warehousing
|
1,170
|
|
|
5.5
|
|
|
1,294
|
|
|
6.0
|
|
||
Construction
|
1,060
|
|
|
5.0
|
|
|
1,027
|
|
|
4.8
|
|
||
Accommodation and food services
|
946
|
|
|
4.4
|
|
|
911
|
|
|
4.2
|
|
||
Professional, scientific and technical services
|
876
|
|
|
4.1
|
|
|
884
|
|
|
4.1
|
|
||
Other
2
|
4,265
|
|
|
20.1
|
|
|
4,251
|
|
|
19.8
|
|
||
Total
|
$
|
21,204
|
|
|
100.0
|
%
|
|
$
|
21,444
|
|
|
100.0
|
%
|
1
|
Certain energy-related market segments (e.g. energy services) are also represented in other industry groups within this schedule.
|
2
|
No other industry group exceeds 4%.
|
|
|
|
|
|
% of total oil and gas- related
|
|
|
|
|
|
% of total oil and gas- related
|
|
|
|
|
|
% of total oil and gas- related
|
|||||||||
(Amounts in millions)
|
September 30,
2015 |
|
|
June 30, 2015
|
|
|
March 31, 2015
|
|
||||||||||||||||||
Loans and leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oil and gas-related:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Upstream – exploration and production
|
$
|
924
|
|
|
|
33
|
%
|
|
|
$
|
954
|
|
|
|
33
|
%
|
|
|
$
|
1,078
|
|
|
|
34
|
%
|
|
Midstream – marketing and transportation
|
626
|
|
|
|
22
|
|
|
|
589
|
|
|
|
20
|
|
|
|
654
|
|
|
|
21
|
|
||||
Downstream – refining
|
|
124
|
|
|
|
5
|
|
|
|
131
|
|
|
|
5
|
|
|
|
140
|
|
|
|
4
|
|
|||
Other non-services
|
|
55
|
|
|
|
2
|
|
|
|
75
|
|
|
|
3
|
|
|
|
57
|
|
|
|
2
|
|
|||
Oilfield services
|
|
825
|
|
|
|
29
|
|
|
|
879
|
|
|
|
30
|
|
|
|
959
|
|
|
|
30
|
|
|||
Energy service manufacturing
|
|
251
|
|
|
|
9
|
|
|
|
255
|
|
|
|
9
|
|
|
|
269
|
|
|
|
9
|
|
|||
Total oil and gas-related
|
|
2,805
|
|
|
|
100
|
%
|
|
|
2,883
|
|
|
|
100
|
%
|
|
|
3,157
|
|
|
|
100
|
%
|
|||
Alternative energy
|
|
214
|
|
|
|
|
|
|
222
|
|
|
|
|
|
|
232
|
|
|
|
|
||||||
Total loans and leases
|
|
3,019
|
|
|
|
|
|
|
3,105
|
|
|
|
|
|
|
3,389
|
|
|
|
|
||||||
Unfunded lending commitments
|
|
2,364
|
|
|
|
|
|
|
2,403
|
|
|
|
|
|
|
2,451
|
|
|
|
|
||||||
Total credit exposure
|
|
$
|
5,383
|
|
|
|
|
|
|
$
|
5,508
|
|
|
|
|
|
|
$
|
5,840
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Private equity investments
|
|
$
|
17
|
|
|
|
|
|
|
$
|
18
|
|
|
|
|
|
|
$
|
20
|
|
|
|
|
1
|
Because many borrowers operate in multiple businesses, judgment has been applied in characterizing a borrower as energy-related, including a particular segment of energy-related activity, e.g., upstream or downstream.
|
(Amounts in millions)
|
|
Collateral Location
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Loan type
|
|
As of
date
|
|
Arizona
|
|
California
|
|
Colorado
|
|
Nevada
|
|
Texas
|
|
Utah/
Idaho
|
|
Wash-ington
|
|
Other
1
|
|
Total
|
|
% of
total
CRE
|
|||||||||||||||||||
Commercial term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance outstanding
|
|
9/30/2015
|
|
$
|
1,101
|
|
|
$
|
2,776
|
|
|
$
|
361
|
|
|
$
|
548
|
|
|
$
|
1,335
|
|
|
$
|
1,137
|
|
|
$
|
253
|
|
|
$
|
578
|
|
|
$
|
8,089
|
|
|
78.5
|
%
|
% of loan type
|
|
|
|
13.6
|
%
|
|
34.3
|
%
|
|
4.5
|
%
|
|
6.8
|
%
|
|
16.5
|
%
|
|
14.1
|
%
|
|
3.1
|
%
|
|
7.1
|
%
|
|
100.0
|
%
|
|
|
||||||||||
Delinquency rates
2
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
30-89 days
|
|
9/30/2015
|
|
0.4
|
%
|
|
0.1
|
%
|
|
0.5
|
%
|
|
0.3
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
0.4
|
%
|
|
0.2
|
%
|
|
|
||||||||||
|
|
12/31/2014
|
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.4
|
%
|
|
—
|
%
|
|
0.6
|
%
|
|
0.3
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
|
||||||||||
≥ 90 days
|
|
9/30/2015
|
|
—
|
%
|
|
0.5
|
%
|
|
2.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.3
|
%
|
|
0.9
|
%
|
|
1.0
|
%
|
|
0.4
|
%
|
|
|
||||||||||
|
|
12/31/2014
|
|
0.1
|
%
|
|
0.6
|
%
|
|
—
|
%
|
|
0.6
|
%
|
|
0.1
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
1.0
|
%
|
|
0.4
|
%
|
|
|
||||||||||
Accruing loans past due 90 days or more
|
|
9/30/2015
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
21
|
|
|
|
|
|
|
12/31/2014
|
|
—
|
|
|
12
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
1
|
|
|
20
|
|
|
|
||||||||||
Nonaccrual loans
|
|
9/30/2015
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
39
|
|
|
|
|
|
|
12/31/2014
|
|
2
|
|
|
8
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
25
|
|
|
|
||||||||||
Residential construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance outstanding
|
|
9/30/2015
|
|
$
|
60
|
|
|
$
|
353
|
|
|
$
|
72
|
|
|
$
|
6
|
|
|
$
|
256
|
|
|
$
|
66
|
|
|
$
|
13
|
|
|
$
|
8
|
|
|
$
|
834
|
|
|
8.1
|
%
|
% of loan type
|
|
|
|
7.2
|
%
|
|
42.3
|
%
|
|
8.6
|
%
|
|
0.7
|
%
|
|
30.7
|
%
|
|
7.9
|
%
|
|
1.6
|
%
|
|
1.0
|
%
|
|
100.0
|
%
|
|
|
||||||||||
Delinquency rates
2
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
30-89 days
|
|
9/30/2015
|
|
1.7
|
%
|
|
0.5
|
%
|
|
0.7
|
%
|
|
—
|
%
|
|
1.8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.0
|
%
|
|
|
||||||||||
|
|
12/31/2014
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||||||||||
≥ 90 days
|
|
9/30/2015
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||||||||||
|
|
12/31/2014
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.8
|
%
|
|
|
||||||||||
Accruing loans past due 90 days or more
|
|
9/30/2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
12/31/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||
Nonaccrual loans
|
|
9/30/2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
12/31/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
|
||||||||||
Commercial construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance outstanding
|
|
9/30/2015
|
|
$
|
88
|
|
|
$
|
221
|
|
|
$
|
125
|
|
|
$
|
62
|
|
|
$
|
492
|
|
|
$
|
304
|
|
|
$
|
23
|
|
|
$
|
65
|
|
|
$
|
1,380
|
|
|
13.4
|
%
|
% of loan type
|
|
|
|
6.4
|
%
|
|
16.0
|
%
|
|
9.1
|
%
|
|
4.5
|
%
|
|
35.7
|
%
|
|
22.0
|
%
|
|
1.6
|
%
|
|
4.7
|
%
|
|
100.0
|
%
|
|
|
||||||||||
Delinquency rates
2
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
30-89 days
|
|
9/30/2015
|
|
0.1
|
%
|
|
0.5
|
%
|
|
—
|
%
|
|
1.2
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.3
|
%
|
|
|
||||||||||
|
|
12/31/2014
|
|
—
|
%
|
|
0.5
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
|
||||||||||
≥ 90 days
|
|
9/30/2015
|
|
—
|
%
|
|
1.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.4
|
%
|
|
|
||||||||||
|
|
12/31/2014
|
|
—
|
%
|
|
0.9
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.9
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.5
|
%
|
|
|
||||||||||
Accruing loans past due 90 days or more
|
|
9/30/2015
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
|
|
|
|
12/31/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||
Nonaccrual loans
|
|
9/30/2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
|
|
|
|
12/31/2014
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
|
||||||||||
Total construction and land development
|
|
9/30/2015
|
|
$
|
148
|
|
|
$
|
574
|
|
|
$
|
197
|
|
|
$
|
68
|
|
|
$
|
748
|
|
|
$
|
370
|
|
|
$
|
36
|
|
|
$
|
73
|
|
|
$
|
2,214
|
|
|
|
|
Total commercial real estate
|
|
9/30/2015
|
|
$
|
1,249
|
|
|
$
|
3,350
|
|
|
$
|
558
|
|
|
$
|
616
|
|
|
$
|
2,083
|
|
|
$
|
1,507
|
|
|
$
|
289
|
|
|
$
|
651
|
|
|
$
|
10,303
|
|
|
100.0
|
%
|
1
|
No other geography exceeds $79 million for all three loan types.
|
2
|
Delinquency rates include nonaccrual loans.
|
(Amounts in millions)
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
|
||||
Nonaccrual loans
1
|
|
$
|
359
|
|
|
$
|
307
|
|
Other real estate owned
|
|
13
|
|
|
19
|
|
||
Total nonperforming assets
|
|
$
|
372
|
|
|
$
|
326
|
|
|
|
|
|
|
||||
Ratio of nonperforming assets to net loans and leases
1
and other real estate owned
|
|
0.92
|
%
|
|
0.81
|
%
|
||
Accruing loans past due 90 days or more
|
|
$
|
35
|
|
|
$
|
29
|
|
Ratio of accruing loans past due 90 days or more to loans and leases
1
|
|
0.09
|
%
|
|
0.07
|
%
|
||
Nonaccrual loans and accruing loans past due 90 days or more
|
|
$
|
394
|
|
|
$
|
336
|
|
Ratio of nonaccrual loans and accruing loans past due 90 days or more
to loans and leases
1
|
|
0.98
|
%
|
|
0.84
|
%
|
||
Accruing loans past due 30-89 days
|
|
$
|
118
|
|
|
$
|
86
|
|
Nonaccrual loans current as to principal and interest payments
|
|
53.9
|
%
|
|
50.4
|
%
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||||||
(In millions)
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||
Restructured loans – accruing
|
|
|
$
|
178
|
|
|
|
|
$
|
245
|
|
|
Restructured loans – nonaccruing
|
|
|
108
|
|
|
|
|
98
|
|
|
||
Total
|
|
|
$
|
286
|
|
|
|
|
$
|
343
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
298
|
|
|
$
|
423
|
|
|
$
|
343
|
|
|
$
|
481
|
|
New identified TDRs and principal increases
|
31
|
|
|
17
|
|
|
83
|
|
|
71
|
|
||||
Payments and payoffs
|
(27
|
)
|
|
(53
|
)
|
|
(115
|
)
|
|
(125
|
)
|
||||
Charge-offs
|
(6
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
(4
|
)
|
||||
No longer reported as TDRs
|
(10
|
)
|
|
(7
|
)
|
|
(12
|
)
|
|
(32
|
)
|
||||
Sales and other
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
(16
|
)
|
||||
Balance at end of period
|
$
|
286
|
|
|
$
|
375
|
|
|
$
|
286
|
|
|
$
|
375
|
|
(Amounts in millions)
|
Nine Months Ended September 30, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Nine Months Ended September 30, 2014
|
||||||
|
|
|
|
|
|
||||||
Loans and leases outstanding (net of unearned income)
|
$
|
40,113
|
|
|
$
|
40,064
|
|
|
$
|
39,740
|
|
Average loans and leases outstanding (net of unearned income)
|
$
|
40,111
|
|
|
$
|
39,523
|
|
|
$
|
39,414
|
|
Allowance for loan losses:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
605
|
|
|
$
|
746
|
|
|
$
|
746
|
|
Provision charged (credited) to earnings
|
17
|
|
|
(98
|
)
|
|
(110
|
)
|
|||
Adjustment for FDIC-supported/PCI loans
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Charge-offs:
|
|
|
|
|
|
||||||
Commercial
|
(77
|
)
|
|
(77
|
)
|
|
(46
|
)
|
|||
Commercial real estate
|
(6
|
)
|
|
(15
|
)
|
|
(14
|
)
|
|||
Consumer
|
(10
|
)
|
|
(14
|
)
|
|
(10
|
)
|
|||
Total
|
(93
|
)
|
|
(106
|
)
|
|
(70
|
)
|
|||
Recoveries:
|
|
|
|
|
|
||||||
Commercial
|
39
|
|
|
41
|
|
|
28
|
|
|||
Commercial real estate
|
21
|
|
|
12
|
|
|
9
|
|
|||
Consumer
|
8
|
|
|
11
|
|
|
8
|
|
|||
Total
|
68
|
|
|
64
|
|
|
45
|
|
|||
Net loan and lease charge-offs
|
(25
|
)
|
|
(42
|
)
|
|
(25
|
)
|
|||
Balance at end of period
|
$
|
597
|
|
|
$
|
605
|
|
|
$
|
610
|
|
|
|
|
|
|
|
||||||
Ratio of annualized net charge-offs to average loans and leases
|
0.08
|
%
|
|
0.11
|
%
|
|
0.08
|
%
|
|||
Ratio of allowance for loan losses to net loans and leases, at period end
|
1.49
|
%
|
|
1.51
|
%
|
|
1.53
|
%
|
|||
Ratio of allowance for loan losses to nonperforming loans, at period end
|
166.01
|
%
|
|
197.18
|
%
|
|
198.64
|
%
|
|||
Ratio of allowance for loan losses to nonaccrual loans and accruing loans past due 90 days or more, at period end
|
151.33
|
%
|
|
180.03
|
%
|
|
180.56
|
%
|
Parallel change in interest rates
|
|
Trigger decline in EVE
|
|
Risk capacity decline in EVE
|
||
|
|
|
|
|
||
+/- 200 bps
|
|
8
|
%
|
|
10
|
%
|
+/- 400 bps
|
|
21
|
%
|
|
25
|
%
|
|
|
September 30, 2015
|
||||||||||
|
|
Fast
|
|
Slow
|
||||||||
Product
|
|
Effective duration (unchanged)
|
|
Effective duration (+200 bps)
|
|
Effective duration (unchanged)
|
|
Effective duration (+200 bps)
|
||||
|
|
|
|
|
|
|
|
|
||||
Demand deposits
|
|
2.0
|
%
|
|
1.3
|
%
|
|
2.5
|
%
|
|
2.0
|
%
|
Money market
|
|
1.5
|
%
|
|
1.2
|
%
|
|
1.9
|
%
|
|
1.6
|
%
|
Savings and interest on checking
|
|
2.7
|
%
|
|
1.9
|
%
|
|
3.2
|
%
|
|
2.6
|
%
|
|
|
September 30, 2015
|
|||||||||||||
|
|
Parallel shift in rates (in basis points)
1
|
|||||||||||||
Repricing scenario
|
|
-100
|
|
0
|
|
+100
|
|
+200
|
|
+300
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Fast
|
|
(2.9
|
)%
|
|
—
|
%
|
|
6.8
|
%
|
|
12.3
|
%
|
|
16.5
|
%
|
Slow
|
|
(3.1
|
)%
|
|
—
|
%
|
|
9.6
|
%
|
|
18.7
|
%
|
|
27.2
|
%
|
1
|
Assumes rates cannot go below zero in the negative rate shift.
|
|
|
December 31, 2014
|
|||||||||||||
|
|
Parallel shift in rates (in basis points)
1
|
|||||||||||||
Repricing scenario
|
|
-100
|
|
0
|
|
+100
|
|
+200
|
|
+300
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Fast
|
|
(2.6
|
)%
|
|
—
|
%
|
|
7.8
|
%
|
|
14.1
|
%
|
|
18.7
|
%
|
Slow
|
|
(3.0
|
)%
|
|
—
|
%
|
|
10.7
|
%
|
|
20.7
|
%
|
|
29.6
|
%
|
1
|
Assumes rates cannot go below zero in the negative rate shift.
|
|
|
September 30, 2015
|
|||||||||||||
Repricing scenario
|
|
-100 bps
|
|
0 bps
|
|
+100 bps
|
|
+200 bps
|
|
+300 bps
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Fast
|
|
2.7
|
%
|
|
—
|
%
|
|
1.3
|
%
|
|
0.7
|
%
|
|
(1.4
|
)%
|
Slow
|
|
1.6
|
%
|
|
—
|
%
|
|
4.4
|
%
|
|
7.3
|
%
|
|
8.8
|
%
|
|
|
December 31, 2014
|
|||||||||||||
Repricing scenario
|
|
-100 bps
|
|
0 bps
|
|
+100 bps
|
|
+200 bps
|
|
+300 bps
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Fast
|
|
(0.8
|
)%
|
|
—
|
%
|
|
2.4
|
%
|
|
3.1
|
%
|
|
2.2
|
%
|
Slow
|
|
(2.4
|
)%
|
|
—
|
%
|
|
5.1
|
%
|
|
9.0
|
%
|
|
11.4
|
%
|
PARENT ONLY CONDENSED BALANCE SHEETS
|
|||||||||||
(In thousands)
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and due from banks
|
$
|
2,132
|
|
|
$
|
2,023
|
|
|
$
|
2,008
|
|
Interest-bearing deposits
|
478,136
|
|
|
1,007,916
|
|
|
872,543
|
|
|||
Security resell agreements
|
650,000
|
|
|
—
|
|
|
—
|
|
|||
Investment securities:
|
|
|
|
|
|
||||||
Held-to-maturity, at adjusted cost (approximate fair value of $0, $34,691 and $36,277)
|
—
|
|
|
17,292
|
|
|
17,307
|
|
|||
Available-for-sale, at fair value
|
45,889
|
|
|
130,964
|
|
|
208,009
|
|
|||
Other noninterest-bearing investments
|
27,512
|
|
|
29,091
|
|
|
29,164
|
|
|||
Investments in subsidiaries:
|
|
|
|
|
|
||||||
Commercial banks and bank holding company
|
7,194,426
|
|
|
6,995,000
|
|
|
6,964,420
|
|
|||
Other operating companies
|
27,800
|
|
|
22,948
|
|
|
23,885
|
|
|||
Nonoperating – ZMFU II, Inc.
1
|
44,948
|
|
|
44,792
|
|
|
44,808
|
|
|||
Receivables from subsidiaries:
|
|
|
|
|
|
||||||
Other operating companies
|
6,060
|
|
|
15,060
|
|
|
10,060
|
|
|||
Other assets
|
78,044
|
|
|
106,224
|
|
|
190,166
|
|
|||
|
$
|
8,554,947
|
|
|
$
|
8,371,310
|
|
|
$
|
8,362,370
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Other liabilities
|
$
|
122,485
|
|
|
$
|
85,275
|
|
|
$
|
101,944
|
|
Subordinated debt to affiliated trusts
|
15,464
|
|
|
15,464
|
|
|
15,464
|
|
|||
Long-term debt:
|
|
|
|
|
|
||||||
Due to affiliates
|
50
|
|
|
20
|
|
|
76
|
|
|||
Due to others
|
778,853
|
|
|
901,021
|
|
|
922,727
|
|
|||
Total liabilities
|
916,852
|
|
|
1,001,780
|
|
|
1,040,211
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Preferred stock
|
1,004,159
|
|
|
1,004,011
|
|
|
1,004,006
|
|
|||
Common stock
|
4,756,288
|
|
|
4,723,855
|
|
|
4,717,295
|
|
|||
Retained earnings
|
1,894,623
|
|
|
1,769,705
|
|
|
1,711,785
|
|
|||
Accumulated other comprehensive loss
|
(16,975
|
)
|
|
(128,041
|
)
|
|
(110,927
|
)
|
|||
Total shareholders’ equity
|
7,638,095
|
|
|
7,369,530
|
|
|
7,322,159
|
|
|||
|
$
|
8,554,947
|
|
|
$
|
8,371,310
|
|
|
$
|
8,362,370
|
|
1
|
ZMFU II, Inc. is a wholly-owned nonoperating subsidiary whose sole purpose is to hold a portfolio of municipal bonds, loans and leases.
|
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
|||
|
|
|
|
|
|
|||
Tangible common equity ratio
|
9.76
|
%
|
|
9.48
|
%
|
|
9.70
|
%
|
Tangible equity ratio
|
11.51
|
%
|
|
11.27
|
%
|
|
11.54
|
%
|
Average equity to average assets (three months ended)
|
13.11
|
%
|
|
13.21
|
%
|
|
12.87
|
%
|
|
|
|
|
|
|
|||
Basel III risk-based capital ratios
1
:
|
|
|
|
|
|
|||
Common equity tier 1 capital
|
12.16%
|
|
|
|
|
|||
Tier 1 leverage
|
11.63%
|
|
|
|
|
|||
Tier 1 risk-based
|
14.41%
|
|
|
|
|
|||
Total risk-based
|
16.46%
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Basel I risk-based capital ratios:
|
|
|
|
|
|
|||
Tier 1 common
|
|
|
11.92
|
%
|
|
11.86
|
%
|
|
Tier 1 leverage
|
|
|
11.82
|
%
|
|
11.87
|
%
|
|
Tier 1 risk-based
|
|
|
14.47
|
%
|
|
14.43
|
%
|
|
Total risk-based
|
|
|
16.27
|
%
|
|
16.28
|
%
|
|
|
|
|
|
|
|
|||
Return on average common equity (three months ended)
|
5.02
|
%
|
|
4.06
|
%
|
|
5.05
|
%
|
Tangible return on average tangible common equity (three months ended)
|
6.05
|
%
|
|
4.95
|
%
|
|
6.19
|
%
|
1
|
Basel III capital ratios became effective January 1, 2015 and are based upon a 2015 phase-in.
|
(Amounts in millions)
|
December 31,
2014 |
|
September 30,
2014 |
||||
|
|
|
|
||||
Total shareholders’ equity (GAAP)
|
$
|
7,370
|
|
|
$
|
7,322
|
|
Accumulated other comprehensive loss
|
128
|
|
|
111
|
|
||
Nonqualifying goodwill and intangibles
|
(1,040
|
)
|
|
(1,043
|
)
|
||
Other regulatory adjustments
|
(1
|
)
|
|
(1
|
)
|
||
Qualifying trust preferred securities
|
163
|
|
|
163
|
|
||
Tier 1 capital (regulatory)
|
6,620
|
|
|
6,552
|
|
||
Qualifying trust preferred securities
|
(163
|
)
|
|
(163
|
)
|
||
Preferred stock
|
(1,004
|
)
|
|
(1,004
|
)
|
||
Tier 1 common capital (non-GAAP)
|
$
|
5,453
|
|
|
$
|
5,385
|
|
|
|
|
|
||||
Risk-weighted assets (regulatory)
|
$
|
45,738
|
|
|
$
|
45,409
|
|
Tier 1 common capital to risk-weighted assets (non-GAAP)
|
11.92
|
%
|
|
11.86
|
%
|
|
|
Three Months Ended
|
||||||||||
(Amounts in thousands)
|
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
|
|
|
|
|
|
|
||||||
Net earnings applicable to common shareholders (GAAP)
|
|
$
|
84,238
|
|
|
$
|
66,761
|
|
|
$
|
79,127
|
|
Adjustment, net of tax:
|
|
|
|
|
|
|
||||||
Amortization of core deposit and other intangibles
|
|
1,461
|
|
|
1,676
|
|
|
1,690
|
|
|||
Net earnings applicable to common shareholders, excluding the effects of the adjustment, net of tax (non-GAAP)
|
(a)
|
$
|
85,699
|
|
|
$
|
68,437
|
|
|
$
|
80,817
|
|
|
|
|
|
|
|
|
||||||
Average common equity (GAAP)
|
|
$
|
6,655,513
|
|
|
$
|
6,521,187
|
|
|
$
|
6,221,344
|
|
Average goodwill
|
|
(1,014,129
|
)
|
|
(1,014,129
|
)
|
|
(1,014,129
|
)
|
|||
Average core deposit and other intangibles
|
|
(19,726
|
)
|
|
(26,848
|
)
|
|
(29,535
|
)
|
|||
Average tangible common equity (non-GAAP)
|
(b)
|
$
|
5,621,658
|
|
|
$
|
5,480,210
|
|
|
$
|
5,177,680
|
|
|
|
|
|
|
|
|
||||||
Number of days in quarter
|
(c)
|
92
|
|
|
92
|
|
|
92
|
|
|||
Number of days in year
|
(d)
|
365
|
|
|
365
|
|
|
365
|
|
|||
|
|
|
|
|
|
|
||||||
Tangible return on average tangible common equity (non-GAAP)
|
(a/b/c*d)
|
6.05
|
%
|
|
4.95
|
%
|
|
6.19
|
%
|
(Amounts in millions)
|
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
|
|
|
|
|
|
|
||||||
Total shareholders’ equity (GAAP)
|
|
$
|
7,638
|
|
|
$
|
7,370
|
|
|
$
|
7,322
|
|
Goodwill
|
|
(1,014
|
)
|
|
(1,014
|
)
|
|
(1,014
|
)
|
|||
Core deposit and other intangibles
|
|
(19
|
)
|
|
(26
|
)
|
|
(28
|
)
|
|||
Tangible equity (non-GAAP)
|
(a)
|
6,605
|
|
|
6,330
|
|
|
6,280
|
|
|||
Preferred stock
|
|
(1,004
|
)
|
|
(1,004
|
)
|
|
(1,004
|
)
|
|||
Tangible common equity (non-GAAP)
|
(b)
|
$
|
5,601
|
|
|
$
|
5,326
|
|
|
$
|
5,276
|
|
|
|
|
|
|
|
|
||||||
Total assets (GAAP)
|
|
$
|
58,411
|
|
|
$
|
57,209
|
|
|
$
|
55,459
|
|
Goodwill
|
|
(1,014
|
)
|
|
(1,014
|
)
|
|
(1,014
|
)
|
|||
Core deposit and other intangibles
|
|
(19
|
)
|
|
(26
|
)
|
|
(28
|
)
|
|||
Tangible assets (non-GAAP)
|
(c)
|
$
|
57,378
|
|
|
$
|
56,169
|
|
|
$
|
54,417
|
|
|
|
|
|
|
|
|
||||||
Tangible equity ratio
|
(a/c)
|
11.51
|
%
|
|
11.27
|
%
|
|
11.54
|
%
|
|||
Tangible common equity ratio
|
(b/c)
|
9.76
|
%
|
|
9.48
|
%
|
|
9.70
|
%
|
(Amounts in thousands)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
|
|
|
|
|
|
|
|
||||||||
Noninterest expense (GAAP)
|
(a)
|
$
|
396,149
|
|
|
$
|
438,536
|
|
|
$
|
1,197,710
|
|
|
$
|
1,242,626
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Severance costs
|
|
3,464
|
|
|
4,919
|
|
|
7,424
|
|
|
6,897
|
|
||||
Other real estate expense, net
|
|
(40
|
)
|
|
875
|
|
|
(111
|
)
|
|
2,216
|
|
||||
Provision for unfunded lending commitments
|
|
1,428
|
|
|
(16,095
|
)
|
|
313
|
|
|
(10,328
|
)
|
||||
Debt extinguishment cost
|
|
—
|
|
|
44,422
|
|
|
2,395
|
|
|
44,422
|
|
||||
Amortization of core deposit and other intangibles
|
|
2,298
|
|
|
2,665
|
|
|
6,974
|
|
|
8,283
|
|
||||
Restructuring costs
|
|
833
|
|
|
—
|
|
|
1,483
|
|
|
—
|
|
||||
Total adjustments
|
|
7,983
|
|
|
36,786
|
|
|
18,478
|
|
|
51,490
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Add-back of adjustments
|
(b)
|
(7,983
|
)
|
|
(36,786
|
)
|
|
(18,478
|
)
|
|
(51,490
|
)
|
||||
Adjusted noninterest expense (non-GAAP)
|
(a+b)=(c)
|
$
|
388,166
|
|
|
$
|
401,750
|
|
|
$
|
1,179,232
|
|
|
$
|
1,191,136
|
|
|
|
|
|
|
|
|
|
|
||||||||
Taxable-equivalent net interest income (GAAP)
|
(d)
|
$
|
429,782
|
|
|
$
|
420,850
|
|
|
$
|
1,279,378
|
|
|
$
|
1,261,357
|
|
Noninterest income (GAAP)
|
(e)
|
130,813
|
|
|
116,071
|
|
|
253,056
|
|
|
379,234
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Fair value and nonhedge derivative income (loss)
|
|
(1,555
|
)
|
|
44
|
|
|
(799
|
)
|
|
(10,429
|
)
|
||||
Equity securities gains, net
|
|
3,630
|
|
|
440
|
|
|
11,822
|
|
|
3,865
|
|
||||
Fixed income securities gains (losses), net
|
|
(53
|
)
|
|
(13,901
|
)
|
|
(138,728
|
)
|
|
22,039
|
|
||||
Total adjustments
|
|
2,022
|
|
|
(13,417
|
)
|
|
(127,705
|
)
|
|
15,475
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Add-back of adjustments
|
(f)
|
(2,022
|
)
|
|
13,417
|
|
|
127,705
|
|
|
(15,475
|
)
|
||||
Adjusted taxable-equivalent net interest income and noninterest income (non-GAAP)
|
(d+e+f)=(g)
|
$
|
558,573
|
|
|
$
|
550,338
|
|
|
$
|
1,660,139
|
|
|
$
|
1,625,116
|
|
|
|
|
|
|
|
|
|
|
||||||||
Efficiency ratio
|
(c/g)
|
69.5
|
%
|
|
73.0
|
%
|
|
71.0
|
%
|
|
73.3
|
%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total number
of shares
repurchased
1
|
|
Average
price paid
per share
|
|
Total number of shares
purchased as part of
publicly announced
plans or programs
|
|
Approximate dollar
value of shares that
may yet be purchased
under the plan
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
July
|
|
|
545
|
|
|
|
$
|
31.76
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
August
|
|
|
22,176
|
|
|
|
30.83
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
September
|
|
|
1,012
|
|
|
|
28.24
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Third quarter
|
|
|
23,733
|
|
|
|
30.74
|
|
|
|
—
|
|
|
|
|
|
|
1
|
Represents common shares acquired from employees in connection with our stock compensation plan. Shares were acquired from employees to pay for their payroll taxes and stock option exercise cost upon the vesting of restricted stock and restricted stock units, and the exercise of stock options, under provisions of an employee share-based compensation plan.
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
3.1
|
|
Restated Articles of Incorporation of Zions Bancorporation dated July 8, 2014, incorporated by reference to Exhibit 3.1 of Form 8-K/A filed on July 18, 2014.
|
*
|
|
|
|
|
3.2
|
|
Restated Bylaws of Zions Bancorporation dated February 27, 2015, incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarter ended March 31, 2015.
|
*
|
|
|
|
|
10.1
|
|
Sixth Amendment to Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, dated August 17, 2015 (filed herewith).
|
|
|
|
|
|
10.2
|
|
Sixth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated August 17, 2015 (filed herewith).
|
|
|
|
|
|
31.1
|
|
Certification by Chief Executive Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
|
|
31.2
|
|
Certification by Chief Financial Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
|
|
32
|
|
Certification by Chief Executive Officer and Chief Financial Officer required by Sections 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and 18 U.S.C. Section 1350 (furnished herewith).
|
|
|
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014, (ii) the Consolidated Statements of Income for the three months ended September 30, 2015 and September 30, 2014 and the nine months ended September 30, 2015 and September 30, 2014, (iii) the Consolidated Statements of Comprehensive Income for the three months ended September 30, 2015 and September 30, 2014 and the nine months ended September 30, 2015 and September 30, 2014, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2015 and September 30, 2014, (v) the Consolidated Statements of Cash Flows for the three months ended September 30, 2015 and September 30, 2014 and the nine months ended September 30, 2015 and September 30, 2014, and (vi) the Notes to Consolidated Financial Statements (filed herewith).
|
|
|
ZIONS BANCORPORATION
|
|
/s/ Harris H. Simmons
|
Harris H. Simmons, Chairman and
Chief Executive Officer
|
|
/s/ Paul E. Burdiss
|
Paul E. Burdiss, Executive Vice President and Chief Financial Officer
|
(1)
|
Amending Section 5(a),
Selection Investment Options
, by restating as follows:
|
(i)
|
Execution of Purchases and Sales of Mutual Funds
|
(4)
|
Amending Section 5,
Investment of Trust
, to add a new subsection (j), as follows:
|
(j)
|
Portfolio Advisory Service
®
(for Zions Bancorporation Restated Deferred Compensation Plan only).
|
(i)
|
This section is intended to authorize appointment of an investment manager as contemplated in Section 402(c)(3) of ERISA. The Sponsor may appoint an investment manager, and, pursuant to the agreement in the Schedule titled “Investment Management Agreement”, the Sponsor has so appointed Strategic Advisers with respect to assets held in the individual Plan accounts of participants enrolled in Portfolio Advisory Service
®
. That appointment extends only to Managed Assets, as defined below. Trustee will implement
|
(ii)
|
Managed Assets shall be comprised of those assets held in or contributed to the individual plan accounts of eligible Participants (other than Sponsor Stock)
from whom the Trustee or its agent has received In Good Order an election to participate in the Portfolio Advisory Service
®
, and whose participation has not been terminated in accordance with subparagraph (iv). All Participants are eligible for Portfolio Advisory Service
®
. In order to be eligible for the service, a Participant must have a Plan account balance equal to or greater than an amount as the Trustee and Strategic Advisers may determine in their sole discretion. Participants who hold non-traditional investment options in their Plan account, such as self-directed brokerage assets, are ineligible for the service until such holdings are liquidated.
|
(iii)
|
Purchases and sales of investment options initiated by Portfolio Advisory Service
®
shall be governed by the operating guidelines set out in the Schedule titled “Operating Guidelines for Investment Options Exchanges -Portfolio Advisory Service
®
”.
|
(iv)
|
For so long as Portfolio Advisory Service
®
is offered, Strategic Advisers’ authority with respect to Managed Assets shall begin when Fidelity has confirmed receipt of an election In Good Order from an eligible Participant who has elected to participate in the service (and in the case of plans or portions thereof transferring to Fidelity recordkeeping services, at the conclusion of the Participant Recordkeeping Reconciliation Period). Strategic Advisers’ authority with respect to Managed Assets shall end with respect to a Participant when (A) the Participant terminates his or her election to participate in Portfolio Advisory Service
®
; (B) Managed Assets are withdrawn (through loan, withdrawal or distribution) or otherwise transferred out of the Participant’s account for any reason (but only to the extent of such withdrawal or transfer); (C) the Participant’s account is transferred to another plan; (D) Strategic Advisers receives notice from the Trustee or its agent of a Participant’s death, after the Trustee or its agent has been so notified; (E) Strategic Advisers notifies a Participant that the Participant is no longer eligible for the service, or that it will no longer provide the service to such Participant for any reason; (F) when the Plan’s Sponsor directs Strategic Advisers to discontinue its service to any Participant (whether through termination of Strategic Advisers as investment manager with respect to Portfolio Advisory Service
®
, or otherwise); or (G) when an affiliate of the Trustee ceases to provide recordkeeping services for the Plan.
A Participant’s termination of his or her election to participate in Portfolio Advisory Service
®
shall be effective immediately after the Trustee confirms receipt of such election, provided that if confirmation is received after market close and one or more exchange transactions initiated by Strategic Advisers are pending for processing in
|
(v)
|
The Managed Assets shall be identified on the books and records of the Trust separately from all other assets held by the Trustee under this Agreement. Strategic Advisers shall have the duty and power to direct the Trustee and its affiliates as to the investment of Managed Assets among available investment options, in accordance with governing investment guidelines, but shall have no authority with respect to the exercise of shareholder rights such as voting, or other rights that arise out of the Trust’s ownership of certain securities, such as the right to participate in bankruptcy or other litigation. The Trustee shall follow the direction of Strategic Advisers or its agent regarding the investment and reinvestment of the Managed Assets. The Trustee shall have no authority or responsibility to review, question or countermand any instruction provided by Strategic Advisers to it, unless it has knowledge that by its action or failure to act, it will be participating in or undertaking to conceal a breach of fiduciary duty by Strategic Advisers.
|
(vi)
|
The Trustee may execute such documents and powers of attorney as may be necessary to authorize Strategic Advisers or its agents, to exercise the investment management duties of Strategic Advisers.
|
(vii)
|
It is acknowledged that the Strategic Advisers may appoint as its agent any entity, including FIIOC that is also used by the Trustee in performing its duties hereunder.
|
(viii)
|
Neither the Trustee nor its affiliates performing recordkeeping and administrative services for the Plan shall have any obligation to provide any information concerning an enrolled Participant to Strategic Advisers (including, without limitation, any holdings of such Participant outside of the assets allocated to Portfolio Advisory Service
®
), provided, however, that the Trustee and such affiliates shall be obligated to notify Strategic Advisers of an event terminating some or all of its management responsibilities for enrolled Participants.
|
(ix)
|
A Participant may elect to participate in Portfolio Advisory Service
®
by enrolling via the internet, by completing a paper enrollment form, via telephone, or by other means as agreed to by the Sponsor and the Trustee. After the conclusion of any Participant Recordkeeping Reconciliation Period, exchanges shall be made at the NAV next calculated after a Participant has provided In Good Order all information necessary for the service to determine an appropriate target asset mix and model portfolio, and the receipt of his or her election to participate in Portfolio Advisory Service
®
has been confirmed. A Participant may elect to terminate participation in Portfolio Advisory Service
®
via telephone, the internet, or such other means agreed to by the Sponsor and the Trustee and such termination shall be effective immediately when the Trustee confirms receipt of such instruction, provided that if any exchange transactions are
|
(x)
|
The Sponsor may direct the Trustee in writing to automatically enroll some or all of the Participants into Portfolio Advisory Service
®
. If the Sponsor directs the Trustee to automatically enroll any or all of the Participants into Portfolio Advisory Service
®
, the Trustee shall re-direct contributions to the Plan accounts of such Participants, and shall re-allocate existing account balances of such Participants, among the Plan’s available investment options in accordance with the investment directions provided by Strategic Advisers unless or until the Participant opts out of Portfolio Advisory Service
®
. Assets held in or contributed to the accounts of a Participant who has been automatically enrolled in the Service pursuant to the Sponor’s direction shall be Managed Assets as described in (ii) above, subject to investment direction by Strategic Advisers until such time as the Participant opts out of participation in Portfolio Advisory Service
®
and so notifies the Trustee. Participant direction to opt out of Portfolio Advisory Service
®
may be made via the telephone, the internet or in such other manner as may be agreed to from time to time between the Sponsor and the Trustee. Upon receipt and processing of a Participant’s election to opt out of Portfolio Advisory Service
®
, the Trustee shall thereafter invest the Participant’s accounts among the investment options under the Plan in accordance with the Participant’s investment instructions. A Participant’s election to opt out of enrollment in Portfolio Advisory Service
®
shall be effective immediately after the Trustee confirms receipt of such election, provided that if confirmation is received after market close on a Business Day and one or more exchange transactions initiated by Strategic Advisers are processing in the nightly cycle for such date, such exchanges shall be processed as of the market close of the next Business Day.
|
(5)
|
Restating Section 11, Resignation, Removal, and Termination Notices, in its entirety, to read as follows:
|
(8)
|
Adding the Schedule titled “
Operating Guidelines for Investment Options Exchanges -Portfolio Advisory Service
®
”, as attached hereto.
|
ZIONS BANCORPORATION
|
FIDELITY MANAGEMENT TRUST COMPANY
|
•
|
Portfolios are rebalanced periodically (generally 3-4 times per year) to account for changes in market valuations, to ensure Participant accounts are properly aligned to their model portfolio allocations.
|
•
|
Portfolios are also monitored each Business Day to ensure that any P
articipant directed activities
(such as withdrawals or loans) have not caused the Participant account to vary from the assigned market-adjusted model portfolio by more than a drift allowance specified under the Portfolio Advisory Service
®
.
|
a.
|
The term “Service Agreement” shall mean the trust, custodial or recordkeeping agreement governing servicing of the Plan by affiliates of Strategic Advisers.
|
b.
|
The term “Plan” shall mean, collectively and individually, the Plans listed in Exhibit C.
|
c.
|
The term “Authorizing Party” with respect to a Plan shall mean the entity with authority to retain an investment manager for the trust or account under the governing documents, and in the case of a Plan governed by ERISA, shall be the named fiduciary. Authorizing Parties for each Plan shall be listed in Exhibit C.
|
d.
|
to the extent the Plan is intended to be a nonqualified plan that is not funded for tax purposes, the term “investment option” offered to or available to Participants shall mean those hypothetical investment options in which a Participant is allowed to direct his or her hypothetical account for purposes of measuring his or her benefit entitlement under the Plan.
|
e.
|
To the extent the Plan is intended to be a nonqualified plan that is not funded for tax purposes, the term “individual account” “individual Plan account” or “Participant account” shall mean the notional amount that measures the Participant’s entitlement to benefits under the terms of the Plan.
|
f.
|
unless otherwise defined herein, the terms used in this Agreement shall have the same meaning as in the trust, custodial or service agreements governing servicing of the Plan by affiliates of Strategic Advisers.
|
(b)
|
Strategic Advisers shall manage the Managed Assets in accordance with the Investment Guidelines, and make investment decisions consistent therewith, but otherwise shall have sole and exclusive authority and discretion to manage and control the investment of the Managed Assets consistent with the provisions of this Agreement. The Investment Guidelines may be changed upon sixty (60) days written notice to the Authorizing Party from Strategic Advisers.
|
(1)
|
direct the trustee, custodian or either of their agents to make purchases and sales of securities or other property for the individual Plan accounts of Participants that are enrolled in the Managed Account Service;
|
(2)
|
instruct or direct the trustee, custodian or either of their agents to perform any or all of the powers, duties, and authority given to such trustee, custodian or agent in the relevant agreements which are therein subjected to direction by Strategic Advisers and to enforce performance by such trustee, custodian or agent of such powers, duties, and authority;
|
(1)
|
Strategic Advisers shall have no responsibility or authority to exercise any shareholder rights that arise with respect to investments in which Managed Assets are invested, nor shall it have responsibility or authority to make decisions with respect to matters, such as litigation or bankruptcy, arising out of the trust’s or account’s ownership of any such investments.
|
(2)
|
Strategic Advisers shall have no duty or responsibility to manage assets other than Managed Assets (“Other Assets”), including in particular, Sponsor Stock or except as directed in the Investment Guidelines by the Sponsor with respect to Sponsor Stock, to make investment decisions with respect to Managed Assets that offset or counterbalance the specific investment characteristics or behavior of any investment of such Other Assets, even if (i) Strategic Advisers manages such Other Assets pursuant to a separate advisory agreement, or (ii) if those Other Assets are reflected as being owned by or attributable to the Participant on books and records maintained by Strategic Advisers or any of its affiliates. If Strategic Advisers manages Participant accounts in multiple Plans under this Agreement, it shall make investment decisions on each individual Plan account separately.
|
(3)
|
Notwithstanding any provision of this Agreement, Strategic Advisers shall have no duty to advise the Authorizing Party or any other person with respect to the investment options available under the Plan, or to exercise management authority to add or remove any such investment options to or from the Plan. Strategic Advisers shall have no duty or authority to advise or make recommendations to the Authorizing Party or the Sponsor with respect to any other matter, including without limitation, the impact of Plan rules on the management or diversification of Managed Assets.
|
(a)
|
solely in the interest of the Participants and for the exclusive purpose of providing benefits to such Participants and their beneficiaries and defraying reasonable expense of administering the Plan, subject to the provisions in Section 9;
|
(b)
|
with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;
|
(c)
|
by diversifying the Managed Assets in the individual account of each Participant enrolled in the Managed Account Service so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, to the extent such diversification is appropriate and achievable with the investment options made available under the Plan, consistent with the Investment Guidelines attached as Exhibit B hereto; and
|
(d)
|
in accordance with the documents and instruments governing the Plan provided to Strategic Advisers or its agents insofar as such documents and instruments are consistent with the provisions of ERISA if applicable; provided, however, that the duties of Strategic Advisers shall be governed exclusively by this Agreement to the extent that the provisions of any such Plan documents are inconsistent with this Agreement.
|
(a)
|
direct, or cause to be directed, the trustee, custodian, recordkeeper or their agent to invest the Managed Assets at the direction of Strategic Advisers;
|
(b)
|
authorize the trustee, custodian or recordkeeper to provide, Strategic Advisers with such information pertaining to the Managed Assets and the Plan as Strategic Advisers may reasonably request, which information Strategic Advisers shall keep as confidential and shall not disclose, except as required by law, to any party other than its subsidiaries or affiliates, without the prior consent of the Authorizing Party;
|
(c)
|
to the extent not paid by the Sponsor, compensate Strategic Advisers, or cause the trustee, custodian to compensate Strategic Advisers from the trust or account, by deduction from the accounts of Participants enrolled in the Managed Account Service, for Strategic Adviser services under this Agreement in the amounts set forth on Exhibit A as it may be amended by Strategic Advisers in its sole discretion from time to time in accordance with the notice provisions of this Agreement;
|
(d)
|
provide, or cause to be provided, such information to Participants as is delivered for that purpose by Strategic Advisers, and
|
(e)
|
maintain a menu of investment options for the Plan that meets the minimum requirements for implementation of the Managed Account Service, as determined in the sole discretion of Strategic Advisers, and provide at least thirty (30) days’ prior written notice to Strategic Advisers with respect to any change in the menu of investment options available under the Plan. To the extent that the Authorizing Party provides less than thirty (30) days’ notice with respect to changes in the investment options available under the Plan, Strategic Advisers shall be under no obligation to manage the Managed Assets until thirty (30) days from such line-up change has elapsed. If at any time the Authorizing Party fails to maintain a menu of investment options for the Plan that meets the minimum requirements for implementation of the Managed Account Service, as determined by Strategic Advisers in its sole discretion, Strategic Advisers shall be under no obligation to manage the Managed Assets until such time as the Authorizing Party modifies the investment options available under the plan to meet such minimum requirements.
|
(f)
|
fulfill or comply with such other obligations or restrictions as are outlined in Exhibit B.
|
(a)
|
Strategic Advisers shall indemnify the Authorizing Party and the Sponsor against, and hold the Authorizing Party and the Sponsor harmless from, any and all penalties, damages, losses, liabilities or other expenses (including reasonable attorneys’ fees) (“Losses”) that may be incurred by, imposed upon, or asserted against the Authorizing Party and the Sponsor by reason of any claim, regulatory proceeding, or litigation arising from Strategic Advisers’ breach of this agreement, negligence, breach of fiduciary duty, willful misconduct or bad faith in the provision of the Managed Account Service.
|
(b)
|
the Authorizing Party and the Sponsor shall indemnify Strategic Advisers against and hold it harmless from any and all Losses arising out of a) the failure of either the Authorizing Party or the Sponsor to fulfill its obligations; or b) Strategic Advisers’ action or inaction based on good faith reliance on instructions or information from the Authorizing Party or any authorized representative thereof.
|
(c)
|
federal and state securities laws impose liability, under certain circumstances, on persons who act in good faith. Nothing in this Agreement shall waive or limit any rights that the Authorizing Party and Sponsor may have under those laws.
|
(a)
|
This Agreement shall continue in effect until 1) the termination of recordkeeping services to the Plan by an affiliate of Strategic Advisers; or 2) a specified date at least sixty (60) days after notice of termination has been provided from any party to the other party.
|
(b)
|
Notwithstanding the foregoing, the Authorizing Party may at any time without prior notice order Strategic Advisers to cease activity, subject to completion of the execution of investment directions already in process with respect to the Managed Assets. Such order to cease activity may be communicated orally subject to immediate written confirmation to Strategic Advisers.
|
(c)
|
Notwithstanding the foregoing, Strategic Advisers may cease to provide models for the Managed Account Service pursuant to the terms of Section 6(e) of this Agreement.
|
(d)
|
Nothing herein shall prohibit Strategic Advisers from terminating management of any individual Participant’s Plan account in accordance with the provisions governing termination of the Managed Account Service to a Participant set forth in the Service Agreement.
|
(e)
|
If this Agreement is terminated during any period of time for which Strategic Advisers has not been compensated, the fee due to Strategic Advisers for such period shall be prorated to the date of termination.
|
Signature:
|
/s/ Dianne James
|
|
|
Print Name:
|
Diane James
|
|
|
Title:
|
EVP, Chief HR Officer
|
|
|
Date:
|
6/3/15
|
Signature:
|
/s/ Janet McCormick
|
|
|
Print Name:
|
Janet McCormick
|
|
|
Title:
|
Portfolio Manager
|
|
|
Date:
|
June 23, 2015
|
Average
daily account balance
|
Less than 20% eligible participant enrollment
|
Greater than 20% eligible participant enrollment*
|
For the first $100,000 or portion thereof
|
0.61%
|
0.56%
|
For the next $100,000 to $250,000, or portion thereof
|
0.56%
|
0.46%
|
All additional assets over $250,000
|
0.41%
|
0.31%
|
Average
daily account balance
|
Less than 20% eligible participant enrollment
|
Greater than 20% eligible participant enrollment
|
For the first $100,000 or portion thereof
|
0.50%
|
0.45%
|
For the next $100,000 to $250,000, or portion thereof
|
0.45%
|
0.35%
|
All additional assets over $250,000
|
0.30%
|
0.20%
|
Average
daily account balance
|
Less than 20% eligible participant enrollment
|
Greater than 20% eligible participant enrollment
|
For the first $100,000 or portion thereof
|
0.61% -0.35%
|
0.56% -0.30%
|
For the next $100,000 to $250,000, or portion thereof
|
0.56% -0.30%
|
0.46% -0.20%
|
All additional assets over $250,000
|
0.41% -0.15%
|
0.31% -0.05%
|
(1)
|
Amending Section 5(a),
Selection of Investments or Investment Options
, by restating as follows:
|
(i)
|
Execution of Purchases and Sales of Mutual Funds
|
(4)
|
Amending Section 5,
Investment of Trust
, to add a new subsection (i), as follows:
|
(i)
|
This section is intended to authorize appointment of an investment manager as contemplated in Section 402(c)(3) of ERISA. The Sponsor may appoint an investment manager, and, pursuant to the agreement in the Schedule titled “Investment Management Agreement”, the Sponsor has so appointed Strategic Advisers with respect to assets held in the individual Plan accounts of participants enrolled in Portfolio Advisory Service
®
. That appointment extends only to Managed Assets, as defined below. Trustee will implement the addition of Portfolio Advisory Service
®
on August 17, 2015. In the event the implementation date above is no longer reasonably practicable, the parties will establish another date for implementation.
|
(ii)
|
Managed Assets shall be comprised of those assets held in or contributed to the individual plan accounts of eligible Participants (other than Sponsor
|
(iii)
|
Purchases and sales of investment options initiated by Portfolio Advisory Service
®
shall be governed by the operating guidelines set out in the Schedule titled “Operating Guidelines for Investment Options Exchanges -Portfolio Advisory Service
®
”.
|
(iv)
|
For so long as Portfolio Advisory Service
®
is offered, Strategic Advisers’ authority with respect to Managed Assets shall begin when Fidelity has confirmed receipt of an election In Good Order from an eligible Participant who has elected to participate in the service (and in the case of plans or portions thereof transferring to Fidelity recordkeeping services, at the conclusion of the Participant Recordkeeping Reconciliation Period). Strategic Advisers’ authority with respect to Managed Assets shall end with respect to a Participant when (A) the Participant terminates his or her election to participate in Portfolio Advisory Service
®
; (B) Managed Assets are withdrawn (through loan, withdrawal or distribution) or otherwise transferred out of the Participant’s account for any reason (but only to the extent of such withdrawal or transfer); (C) the Participant’s account is transferred to another plan; (D) Strategic Advisers receives notice from the Trustee or its agent of a Participant’s death, after the Trustee or its agent has been so notified; (E) Strategic Advisers notifies a Participant that the Participant is no longer eligible for the service, or that it will no longer provide the service to such Participant for any reason; (F) when the Plan’s Named Fiduciary directs Strategic Advisers to discontinue its service to any Participant (whether through termination of Strategic Advisers as investment manager with respect to Portfolio Advisory Service
®
, or otherwise); or (G) when an affiliate of the Trustee ceases to provide recordkeeping services for the Plan.
A Participant’s termination of his or her election to participate in Portfolio Advisory Service
®
shall be effective immediately after the Trustee confirms receipt of such election, provided that if confirmation is received after market close and one or more exchange transactions initiated by Strategic Advisers are pending for processing in the nightly cycle for such date, such exchanges shall be processed as of the market close on such date.
|
(v)
|
The Managed Assets shall be identified on the books and records of the Trust separately from all other assets held by the Trustee under this Agreement. Strategic Advisers shall have the duty and power to direct the Trustee and its affiliates as to the investment of Managed Assets among available investment options, in accordance with governing investment
|
(vi)
|
The Trustee may execute such documents and powers of attorney as may be necessary to authorize Strategic Advisers or its agents, to exercise the investment management duties of Strategic Advisers.
|
(vii)
|
It is acknowledged that the Strategic Advisers may appoint as its agent any entity, including FIIOC that is also used by the Trustee in performing its duties hereunder.
|
(viii)
|
Neither the Trustee nor its affiliates performing recordkeeping and administrative services for the Plan shall have any obligation to provide any information concerning an enrolled Participant to Strategic Advisers (including, without limitation, any holdings of such Participant outside of the assets allocated to Portfolio Advisory Service
®
), provided, however, that the Trustee and such affiliates shall be obligated to notify Strategic Advisers of an event terminating some or all of its management responsibilities for enrolled Participants.
|
(ix)
|
A Participant may elect to participate in Portfolio Advisory Service
®
by enrolling via the internet, by completing a paper enrollment form, via telephone, or by other means as agreed to by the Sponsor and the Trustee. After the conclusion of any Participant Recordkeeping Reconciliation Period, exchanges shall be made at the NAV next calculated after a Participant has provided In Good Order all information necessary for the service to determine an appropriate target asset mix and model portfolio, and the receipt of his or her election to participate in Portfolio Advisory Service
®
has been confirmed. A Participant may elect to terminate participation in Portfolio Advisory Service
®
via telephone, the internet, or such other means agreed to by the Sponsor and the Trustee and such termination shall be effective immediately when the Trustee confirms receipt of such instruction, provided that if any exchange transactions are pending at the time the Participant elects to terminate the service, the pending transactions shall be processed at the market close on such date unless the Participant requests cancellation of such transactions. In the absence of such pending transactions, upon completion of unenrollment process of his or her participation in the Portfolio Advisory Service
®
, a Participant may request exchanges immediately, and such transactions shall be implemented in accordance with the guidelines set forth in the Plan Administration Manual for such investment option. For so long as a
|
(x)
|
The Named Fiduciary may direct the Trustee in writing to automatically enroll some or all of the Participants into Portfolio Advisory Service
®
. If the Named Fiduciary directs the Trustee to automatically enroll any or all of the Participants into Portfolio Advisory Service
®
, the Trustee shall re-direct contributions to the Plan accounts of such Participants, and shall re-allocate existing account balances of such Participants, among the Plan’s available investment options in accordance with the investment directions provided by Strategic Advisers unless or until the Participant opts out of Portfolio Advisory Service
®
. Assets held in or contributed to the accounts of a Participant who has been automatically enrolled in the Service pursuant to the Named Fiduciary’s direction shall be Managed Assets as described in (ii) above, subject to investment direction by Strategic Advisers until such time as the Participant opts out of participation in Portfolio Advisory Service
®
and so notifies the Trustee. Participant direction to opt out of Portfolio Advisory Service
®
may be made via the telephone, the internet or in such other manner as may be agreed to from time to time between the Named Fiduciary and the Trustee. Upon receipt and processing of a Participant’s election to opt out of Portfolio Advisory Service
®
, the Trustee shall thereafter invest the Participant’s accounts among the investment options under the Plan in accordance with the Participant’s investment instructions. A Participant’s election to opt out of enrollment in Portfolio Advisory Service
®
shall be effective immediately after the Trustee confirms receipt of such election, provided that if confirmation is received after market close on a Business Day and one or more exchange transactions initiated by Strategic Advisers are processing in the nightly cycle for such date, such exchanges shall be processed as of the market close of the next Business Day.
|
(5)
|
Restating Section 11, Resignation, Removal, and Termination Notices, in its entirety, to read as follows:
|
(8)
|
Adding the Schedule titled “
Operating Guidelines for Investment Options Exchanges -Portfolio Advisory Service
®
”, as attached hereto.
|
(9)
|
Adding the Schedule titled "Investment Management Agreement", as attached hereto.
|
ZIONS BANCORPORATION
|
FIDELITY MANAGEMENT TRUST
|
•
|
Portfolios are rebalanced periodically (generally 3-4 times per year) to account for changes in market valuations, to ensure Participant accounts are properly aligned to their model portfolio allocations.
|
•
|
Portfolios are also monitored each Business Day to ensure that any P
articipant directed activities
(such as withdrawals or loans) have not caused the Participant account to vary from the assigned market-adjusted model portfolio by more than a drift allowance specified under the Portfolio Advisory Service
®
.
|
a.
|
The term “Service Agreement” shall mean the trust, custodial or recordkeeping agreement governing servicing of the Plan by affiliates of Strategic Advisers.
|
b.
|
The term “Plan” shall mean, collectively and individually, the Plans listed in Exhibit C.
|
c.
|
The term “Authorizing Party” with respect to a Plan shall mean the entity with authority to retain an investment manager for the trust or account under the governing documents, and in the case of a Plan governed by ERISA, shall be the named fiduciary. Authorizing Parties for each Plan shall be listed in Exhibit C.
|
d.
|
to the extent the Plan is intended to be a nonqualified plan that is not funded for tax purposes, the term “investment option” offered to or available to Participants shall mean those hypothetical investment options in which a Participant is allowed to direct his or her hypothetical account for purposes of measuring his or her benefit entitlement under the Plan.
|
e.
|
To the extent the Plan is intended to be a nonqualified plan that is not funded for tax purposes, the term “individual account” “individual Plan account” or “Participant account” shall mean the notional amount that measures the Participant’s entitlement to benefits under the terms of the Plan.
|
f.
|
unless otherwise defined herein, the terms used in this Agreement shall have the same meaning as in the trust, custodial or service agreements governing servicing of the Plan by affiliates of Strategic Advisers.
|
(b)
|
Strategic Advisers shall manage the Managed Assets in accordance with the Investment Guidelines, and make investment decisions consistent therewith, but otherwise shall have sole and exclusive authority and discretion to manage and control the investment of the Managed Assets consistent with the provisions of this Agreement. The Investment Guidelines may be changed upon sixty (60) days written notice to the Authorizing Party from Strategic Advisers.
|
(1)
|
direct the trustee, custodian or either of their agents to make purchases and sales of securities or other property for the individual Plan accounts of Participants that are enrolled in the Managed Account Service;
|
(2)
|
instruct or direct the trustee, custodian or either of their agents to perform any or all of the powers, duties, and authority given to such trustee, custodian or agent in the relevant agreements which are therein subjected to direction by Strategic Advisers and to enforce performance by such trustee, custodian or agent of such powers, duties, and authority;
|
(1)
|
Strategic Advisers shall have no responsibility or authority to exercise any shareholder rights that arise with respect to investments in which Managed Assets are invested, nor shall it have responsibility or authority to make decisions with respect to matters, such as litigation or bankruptcy, arising out of the trust’s or account’s ownership of any such investments.
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(2)
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Strategic Advisers shall have no duty or responsibility to manage assets other than Managed Assets (“Other Assets”), including in particular, Sponsor Stock or except as directed in the Investment Guidelines by the Sponsor with respect to Sponsor Stock, to make investment decisions with respect to Managed Assets that offset or counterbalance the specific investment characteristics or behavior of any investment of such Other Assets, even if (i) Strategic Advisers manages such Other Assets pursuant to a separate advisory agreement, or (ii) if those Other Assets are reflected as being owned by or attributable to the Participant on books and records maintained by Strategic Advisers or any of its affiliates. If Strategic Advisers manages Participant accounts in multiple Plans under this Agreement, it shall make investment decisions on each individual Plan account separately.
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(3)
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Notwithstanding any provision of this Agreement, Strategic Advisers shall have no duty to advise the Authorizing Party or any other person with respect to the investment options available under the Plan, or to exercise management authority to add or remove any such investment options to or from the Plan. Strategic Advisers shall have no duty or authority to advise or make recommendations to the Authorizing Party or the Sponsor with respect to any other matter, including without limitation, the impact of Plan rules on the management or diversification of Managed Assets.
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(a)
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solely in the interest of the Participants and for the exclusive purpose of providing benefits to such Participants and their beneficiaries and defraying reasonable expense of administering the Plan, subject to the provisions in Section 9;
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(b)
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with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;
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(c)
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by diversifying the Managed Assets in the individual account of each Participant enrolled in the Managed Account Service so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, to the extent such diversification is appropriate and achievable with the investment options made available under the Plan, consistent with the Investment Guidelines attached as Exhibit B hereto; and
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(d)
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in accordance with the documents and instruments governing the Plan provided to Strategic Advisers or its agents insofar as such documents and instruments are consistent with the provisions of ERISA if applicable; provided, however, that the duties of Strategic Advisers shall be governed exclusively by this Agreement to the extent that the provisions of any such Plan documents are inconsistent with this Agreement.
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(a)
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direct, or cause to be directed, the trustee, custodian, recordkeeper or their agent to invest the Managed Assets at the direction of Strategic Advisers;
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(b)
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authorize the trustee, custodian or recordkeeper to provide, Strategic Advisers with such information pertaining to the Managed Assets and the Plan as Strategic Advisers may reasonably request, which information Strategic Advisers shall keep as confidential and shall not disclose, except as required by law, to any party other than its subsidiaries or affiliates, without the prior consent of the Authorizing Party;
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(c)
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to the extent not paid by the Sponsor, compensate Strategic Advisers, or cause the trustee, custodian to compensate Strategic Advisers from the trust or account, by deduction from the accounts of Participants enrolled in the Managed Account Service, for Strategic Adviser services under this Agreement in the amounts set forth on Exhibit A as it may be amended by Strategic Advisers in its sole discretion from time to time in accordance with the notice provisions of this Agreement;
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(d)
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provide, or cause to be provided, such information to Participants as is delivered for that purpose by Strategic Advisers, and
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(e)
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maintain a menu of investment options for the Plan that meets the minimum requirements for implementation of the Managed Account Service, as determined in the sole discretion of Strategic Advisers, and provide at least thirty (30) days’ prior written notice to Strategic Advisers with respect to any change in the menu of investment options available under the Plan. To the extent that the Authorizing Party provides less than thirty (30) days’ notice with respect to changes in the investment options available under the Plan, Strategic Advisers shall be under no obligation to manage the Managed Assets until thirty (30) days from such line-up change has elapsed. If at any time the Authorizing Party fails to maintain a menu of investment options for the Plan that meets the minimum requirements for implementation of the Managed Account Service, as determined by Strategic Advisers in its sole discretion, Strategic Advisers shall be under no obligation to manage the Managed Assets until such time as the Authorizing Party modifies the investment options available under the plan to meet such minimum requirements.
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(f)
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fulfill or comply with such other obligations or restrictions as are outlined in Exhibit B.
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(a)
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Strategic Advisers shall indemnify the Authorizing Party and the Sponsor against, and hold the Authorizing Party and the Sponsor harmless from, any and all penalties, damages, losses, liabilities or other expenses (including reasonable attorneys’ fees) (“Losses”) that may be incurred by, imposed upon, or asserted against the Authorizing Party and the Sponsor by reason of any claim, regulatory proceeding, or litigation arising from Strategic Advisers’ breach of this agreement, negligence, breach of fiduciary duty, willful misconduct or bad faith in the provision of the Managed Account Service.
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(b)
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the Authorizing Party and the Sponsor shall indemnify Strategic Advisers against and hold it harmless from any and all Losses arising out of a) the failure of either the Authorizing Party or the Sponsor to fulfill its obligations; or b) Strategic Advisers’ action or inaction based on good faith reliance on instructions or information from the Authorizing Party or any authorized representative thereof.
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(c)
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federal and state securities laws impose liability, under certain circumstances, on persons who act in good faith. Nothing in this Agreement shall waive or limit any rights that the Authorizing Party and Sponsor may have under those laws.
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(a)
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This Agreement shall continue in effect until 1) the termination of recordkeeping services to the Plan by an affiliate of Strategic Advisers; or 2) a specified date at least sixty (60) days after notice of termination has been provided from any party to the other party.
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(b)
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Notwithstanding the foregoing, the Authorizing Party may at any time without prior notice order Strategic Advisers to cease activity, subject to completion of the execution of investment directions already in process with respect to the Managed Assets. Such order to cease activity may be communicated orally subject to immediate written confirmation to Strategic Advisers.
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(c)
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Notwithstanding the foregoing, Strategic Advisers may cease to provide models for the Managed Account Service pursuant to the terms of Section 6(e) of this Agreement.
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(d)
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Nothing herein shall prohibit Strategic Advisers from terminating management of any individual Participant’s Plan account in accordance with the provisions governing termination of the Managed Account Service to a Participant set forth in the Service Agreement.
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(e)
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If this Agreement is terminated during any period of time for which Strategic Advisers has not been compensated, the fee due to Strategic Advisers for such period shall be prorated to the date of termination.
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Signature:
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/s/ Dianne James
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Print Name:
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Diane James
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Title:
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EVP, Chief HR Officer
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Date:
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6/3/15
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Signature:
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/s/ Janet McCormick
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Print Name:
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Janet McCormick
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Title:
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Portfolio Manager
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Date:
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June 23, 2015
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Average
daily account balance
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Less than 20% eligible participant enrollment
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Greater than 20% eligible participant enrollment*
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For the first $100,000 or portion thereof
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0.59%
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0.54%
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For the next $100,000 to $250,000, or portion thereof
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0.54%
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0.44%
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All additional assets over $250,000
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0.39%
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0.29%
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Average
daily account balance
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Less than 20% eligible participant enrollment
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Greater than 20% eligible participant enrollment
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For the first $100,000 or portion thereof
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0.50%
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0.45%
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For the next $100,000 to $250,000, or portion thereof
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0.45%
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0.35%
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All additional assets over $250,000
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0.30%
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0.20%
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Average
daily account balance
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Less than 20% eligible participant enrollment
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Greater than 20% eligible participant enrollment
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For the first $100,000 or portion thereof
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0.59% -0.35%
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0.54% -0.30%
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For the next $100,000 to $250,000, or portion thereof
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0.54% -0.30%
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0.44% -0.20%
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All additional assets over $250,000
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0.39% -0.15%
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0.29% -0.05%
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1.
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I have reviewed this quarterly report on Form 10-Q of Zions Bancorporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Harris H. Simmons
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Harris H. Simmons, Chairman and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Zions Bancorporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Paul E. Burdiss
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Paul E. Burdiss, Executive Vice President and Chief Financial Officer
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/s/ Harris H. Simmons
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Name:
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Harris H. Simmons
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Title:
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Chairman and Chief Executive Officer
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/s/ Paul E. Burdiss
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Name:
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Paul E. Burdiss
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Title:
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Executive Vice President and Chief Financial Officer
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