|
|
Page
|
|
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||
•
|
statements with respect to the beliefs, plans, objectives, goals, targets, commitments, designs, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Zions Bancorporation, National Association and its subsidiaries (collectively “Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”); and
|
•
|
statements preceded by, followed by, or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “target,” “commit,” “design,” “plan,” “projects,” and the negative thereof and similar words and expressions.
|
•
|
the Bank’s ability to successfully execute its business plans, manage its risks, and achieve its objectives, including its operating leverage;
|
•
|
the impact of acquisitions, dispositions, and corporate restructurings;
|
•
|
increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;
|
•
|
the ability of the Bank to retain and recruit executives and other personnel necessary for their businesses and competitiveness;
|
•
|
changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the fiscal imbalance in the United States (“U.S.”) 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 Bank conducts its operations, including without limitation rates of business formation and growth, commercial and residential real estate development, real estate prices, agricultural-related commodity prices, and oil and gas-related commodity prices;
|
•
|
changes in markets for equity, fixed income, commercial paper and other securities, commodities, 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;
|
•
|
the rate of change of the Bank’s interest-sensitive assets and liabilities relative to changes in benchmark interest rates;
|
•
|
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 Office of the Comptroller of the Currency (“OCC”),
|
•
|
changes in consumer spending and savings habits;
|
•
|
inflation and deflation;
|
•
|
increased competitive challenges and expanding product and pricing pressures among financial institutions;
|
•
|
legislation or regulatory changes which adversely affect the Bank’s operations or business;
|
•
|
the Bank’s ability to comply with applicable laws and regulations;
|
•
|
costs of deposit insurance and changes with respect to FDIC insurance coverage levels;
|
•
|
any impairment of our goodwill or other intangibles, or any adjustment of valuation allowances on our deferred tax assets (“DTAs”) due to adverse changes in the economic environment, declining operations of the reporting unit, or a change to the corporate statutory tax rate or other similar changes if and as implemented by local and national governments, or other factors;
|
•
|
the impact of rules and regulations on our required regulatory capital and liquidity levels, governmental assessments on us, the scope of business activities in which we may engage, the manner in which we engage in such activities, and the fees we may charge for certain products and services;
|
•
|
uncertainties related to the application of the National Bank Act of 1863, 12 U.S.C. 38 (the “National Bank Act”) and OCC regulations to the Bank’s corporate affairs as more fully described under “
Risk Factors
”;
|
•
|
changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board (“FASB”) or regulatory agencies;
|
•
|
risks and uncertainties related to the ability to obtain shareholder and regulatory approvals when required, or the possibility that such approvals may be delayed;
|
•
|
new legal claims against the Bank, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies, or changes in existing legal matters;
|
•
|
economies of scale attendant to the development of digital and other technologies by much larger bank and non-bank competitors, and the possible entry of technology “platform” companies into the financial services business;
|
•
|
the Bank’s ability to develop and maintain secure and reliable information technology systems, including as necessary to guard against fraud, cybersecurity and privacy risks; and
|
•
|
the Bank’s implementation of new technologies.
|
ACL
|
Allowance for Credit Losses
|
BOLI
|
Bank-Owned Life Insurance
|
AFS
|
Available-for-Sale
|
bps
|
basis points
|
ALCO
|
Asset/Liability Committee
|
CB&T
|
California Bank & Trust, a division of Zions Bancorporation, National Association
|
ALLL
|
Allowance for Loan and Lease Losses
|
CCAR
|
Comprehensive Capital Analysis and Review
|
Amegy
|
Amegy Bank, a division of Zions Bancorporation, National Association
|
CCPA
|
California Consumer Privacy Act of 2018
|
AOCI
|
Accumulated Other Comprehensive Income
|
CET1
|
Common Equity Tier 1 (Basel III)
|
ASC
|
Accounting Standards Codification
|
CFPB
|
Consumer Financial Protection Bureau
|
ASU
|
Accounting Standards Update
|
CLTV
|
Combined Loan-to-Value Ratio
|
ATM
|
Automated Teller Machine
|
CMC
|
Capital Management Committee
|
COSO
|
Committee of Sponsoring Organizations of the Treadway Commission
|
NBAZ
|
National Bank of Arizona, a division of Zions Bancorporation, National Association
|
CRA
|
Community Reinvestment Act
|
NIM
|
Net Interest Margin
|
Crapo Bill
|
The Economic Growth, Regulatory Relief, and Consumer Protection Act
|
NRE
|
National Real Estate
|
CRE
|
Commercial Real Estate
|
NSB
|
Nevada State Bank, a division of Zions Bancorporation, National Association
|
CSA
|
Credit Support Annex
|
NSFR
|
Net Stable Funding Ratio
|
CSV
|
Cash Surrender Value
|
OCC
|
Office of the Comptroller of the Currency
|
DFAST
|
Dodd-Frank Act Stress Test
|
OCI
|
Other Comprehensive Income
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
OREO
|
Other Real Estate Owned
|
DTA
|
Deferred Tax Asset
|
OTTI
|
Other-Than-Temporary Impairment
|
EaR
|
Earnings at Risk
|
PAGA
|
Private Attorney General Act
|
EITF
|
Emerging Issues Task Force
|
PCAOB
|
Public Company Accounting Oversight Board
|
ERM
|
Enterprise Risk Management
|
PCI
|
Purchased Credit-Impaired
|
ERMC
|
Enterprise Risk Management Committee
|
PEI
|
Private Equity Investment
|
EVE
|
Economic Value of Equity at Risk
|
PPNR
|
Pre-provision Net Revenue
|
Exchange Act
|
Securities Exchange Act of 1934
|
ROC
|
Risk Oversight Committee
|
FAMC
|
Federal Agricultural Mortgage Corporation, or “Farmer Mac”
|
ROTCE
|
Return on Average Tangible Common Equity
|
FASB
|
Financial Accounting Standards Board
|
RSU
|
Restricted Stock Unit
|
FDIC
|
Federal Deposit Insurance Corporation
|
RULC
|
Reserve for Unfunded Lending Commitments
|
FDICIA
|
Federal Deposit Insurance Corporation Improvement Act
|
S&P
|
Standard and Poor's
|
FHLB
|
Federal Home Loan Bank
|
SAB 118
|
Staff Accounting Bulletin No. 118
|
FINRA
|
Financial Industry Regulatory Authority
|
SBA
|
Small Business Administration
|
FRB
|
Federal Reserve Board
|
SBIC
|
Small Business Investment Company
|
FSOC
|
Financial Stability Oversight Council
|
SEC
|
Securities and Exchange Commission
|
FTP
|
Funds Transfer Pricing
|
SIFI
|
Systemically Important Financial Institution
|
GAAP
|
Generally Accepted Accounting Principles
|
SOFR
|
Secured Overnight Financing Rate
|
GDPR
|
General Data Protection Regulation
|
TARP
|
Troubled Asset Relief Program
|
HECL
|
Home Equity Credit Line
|
TCBO
|
The Commerce Bank of Oregon, a division of Zions Bancorporation, National Association
|
HTM
|
Held-to-Maturity
|
TCBW
|
The Commerce Bank of Washington, a division of Zions Bancorporation, National Association
|
IMG
|
International Manufacturing Group
|
TDR
|
Troubled Debt Restructuring
|
ISDA
|
International Swaps and Derivatives Association
|
The Act
|
Tax Cuts and Jobs Act of 2017
|
KBW
|
Keefe, Bruyette & Woods, Inc.
|
Tier 1
|
Common Equity Tier 1 (Basel III) and Additional Tier 1 Capital
|
KRX
|
Regional Bank Index
|
Topic 606
|
ASC Topic 606, “Revenue from Contracts with Customers”
|
LCR
|
Liquidity Coverage Ratio
|
U.S.
|
United States
|
LIBOR
|
London Interbank Offered Rate
|
USA Patriot Act
|
Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
|
MD&A
|
Management’s Discussion and Analysis
|
Vectra
|
Vectra Bank Colorado, a division of Zions Bancorporation, National Association
|
Municipalities
|
State and Local Governments
|
VIE
|
Variable Interest Entity
|
NASDAQ
|
National Association of Securities Dealers Automated Quotations
|
Zions Bancorporation, N.A.
|
Zions Bancorporation, National Association
|
NAV
|
Net Asset Value
|
Zions Bank
|
Zions Bank, a division of Zions Bancorporation, National Association
|
ITEM 1.
|
BUSINESS
|
•
|
The Bank is the top-level publicly-traded entity within our corporate structure.
|
•
|
The Bank is no longer subject to:
|
◦
|
Examinations by the Board of Governors of the Federal Reserve System (“FRB”). The Bank’s primary regulator is the OCC and continues to be subject to examinations by the Bureau for Consumer Finance Protection, commonly referred to as the CFPB, with respect to consumer financial regulations;
|
◦
|
Certain requirements of the Dodd-Frank Act, as more fully described below;
|
◦
|
The Securities Act of 1933, as amended (the “Securities Act”), but remains subject to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the reporting requirements thereunder. However, this will not inhibit the Bank’s ability to raise capital. The Bank is subject to OCC regulations governing securities offerings and continues to make filings required under the Exchange Act with the SEC as a voluntary filer.
|
•
|
The assessment base for federal deposit insurance was changed to consolidated assets less tangible capital instead of the amount of insured deposits.
|
•
|
The federal prohibition on the payment of interest on business transaction accounts was repealed.
|
•
|
The FRB was authorized to issue and did issue regulations governing debit card interchange fees.
|
•
|
4.5% CET1 to risk-weighted assets;
|
•
|
6.0% Tier 1 capital (i.e., CET1 plus Additional Tier 1) to risk-weighted assets;
|
•
|
8.0% Total capital (i.e., Tier 1 plus Tier 2) to risk-weighted assets; and
|
•
|
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).
|
•
|
Limitations on dividends payable to shareholders. The Bank’s ability to pay dividends on both its common and preferred stock is subject to regulatory restrictions. See discussion under “Liquidity Management Actions” on page
66
.
|
•
|
Safety and soundness requirements. Federal law requires that the Bank be operated in a safe and sound manner. We are subject to additional safety and soundness standards prescribed in the FDICIA, including standards related to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, as well as other operational and management standards deemed appropriate by the federal banking agencies. The safety and soundness requirements give bank regulatory agencies significant latitude in their supervisory authority over us.
|
•
|
Requirements for approval of acquisitions and activities and restrictions on other activities. The National Bank Act requires regulatory and shareholder approval of all mergers between a national bank and another national or state bank and do not allow for the direct merger into a national bank of a non-affiliated non-bank. See discussion under “
Risk Factors
.” Other laws and regulations governing national banks contain similar provisions concerning acquisitions and activities.
|
•
|
Limits on bank organization activities, which are more limited than activities that can be conducted by bank holding company organizations.
|
•
|
Limitations on the amount of loans to a borrower and its affiliates.
|
•
|
Limitations on transactions with affiliates, as expanded by the Dodd-Frank Act.
|
•
|
Restrictions on the nature and amount of any investments and ability to underwrite certain securities.
|
•
|
Requirements for opening of branches and the acquisition of other financial entities.
|
•
|
Fair lending and truth in lending requirements to provide equal access to credit and to protect consumers in credit transactions.
|
•
|
Broker-dealer and investment advisory regulations. One of our subsidiaries is a broker-dealer that is authorized to engage in securities underwriting and other broker-dealer activities. This company is registered with the SEC and is a member of FINRA. Another subsidiary is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and as such is supervised by the SEC. Certain of our subsidiaries are also subject to various U.S. federal and state laws and regulations. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws.
|
•
|
Provisions of the Gramm-Leach-Bliley Act and other federal and state laws dealing with privacy for non-public personal information of individual customers.
|
•
|
Community Reinvestment Act (“CRA”) requirements. The CRA requires banks to help serve the credit needs in their communities, including providing credit to low and moderate income individuals. If the Bank fails to adequately serve its communities, penalties may be imposed including denials of applications to add branches, relocate, add subsidiaries and affiliates, and merge with or purchase other financial institutions.
|
•
|
Anti-money laundering regulations. The Bank Secrecy Act, Title III of the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), and other federal laws require financial institutions to assist U.S. Government agencies in detecting and preventing money laundering and other illegal acts by maintaining policies, procedures and controls designed to detect and report money laundering, terrorist financing, and other suspicious activity.
|
•
|
adversely affect the interest rates paid or received on, the revenue and expenses associate with, and the value of our floating-rate obligations, loans, deposits, derivatives, and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
|
•
|
prompt inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with an alternative reference rate;
|
•
|
result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; and
|
•
|
require the transition to or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark, such as SOFR.
|
•
|
impacts the Bank’s ability to invest in certain types of entities or engage in certain activities;
|
•
|
impacts a number of the Bank’s business strategies;
|
•
|
requires us to incur the cost of developing substantial heightened risk management policies and infrastructure;
|
•
|
regulates the pricing of certain of our products and services and restricts the revenue that the Bank generates from certain businesses;
|
•
|
subjects the Bank to supervision by the CFPB, with very broad rule-making and enforcement authorities;
|
•
|
grants authority to state agencies to enforce state and federal laws against national banks; and
|
•
|
subjects the Bank to new and different litigation and regulatory enforcement risks;
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
Total number
of shares
repurchased
1
|
|
Average
price paid
per share
|
|
Shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the share repurchase plan (in millions)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
October
|
|
419,583
|
|
|
$
|
47.78
|
|
|
|
418,632
|
|
|
|
|
$
|
230
|
|
|
November
|
|
4,723,543
|
|
|
48.69
|
|
|
|
4,723,363
|
|
|
|
|
—
|
|
|
||
December
|
|
5,006
|
|
|
46.87
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Fourth quarter
|
|
5,148,132
|
|
|
48.62
|
|
|
|
5,141,995
|
|
|
|
|
|
|
1
|
Represents common shares acquired from employees in connection with our stock compensation plan in addition to shares acquired under previously reported share repurchase plans. 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.
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Zions Bancorporation, N.A.
|
100.0
|
|
|
95.7
|
|
|
92.3
|
|
|
147.0
|
|
|
175.3
|
|
|
142.2
|
|
KRX Regional Bank Index
|
100.0
|
|
|
102.4
|
|
|
108.6
|
|
|
151.0
|
|
|
153.8
|
|
|
126.9
|
|
S&P 500
|
100.0
|
|
|
113.7
|
|
|
115.2
|
|
|
129.0
|
|
|
157.2
|
|
|
149.0
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
FINANCIAL HIGHLIGHTS
|
||||||||||||||||||||||
(Dollar amounts in millions, except per share amounts)
|
2018/2017 Change
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
For the Year
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income
|
+8
|
%
|
|
$
|
2,230
|
|
|
$
|
2,065
|
|
|
$
|
1,867
|
|
|
$
|
1,715
|
|
|
$
|
1,680
|
|
Noninterest income
|
+1
|
%
|
|
552
|
|
|
544
|
|
|
516
|
|
|
357
|
|
|
493
|
|
|||||
Total revenue
|
+7
|
%
|
|
2,782
|
|
|
2,609
|
|
|
2,383
|
|
|
2,072
|
|
|
2,173
|
|
|||||
Provision for credit losses
|
-335
|
%
|
|
(40
|
)
|
|
17
|
|
|
83
|
|
|
34
|
|
|
(107
|
)
|
|||||
Noninterest expense
|
+2
|
%
|
|
1,678
|
|
|
1,649
|
|
|
1,585
|
|
|
1,581
|
|
|
1,649
|
|
|||||
Income before income taxes
|
+22
|
%
|
|
1,143
|
|
|
936
|
|
|
705
|
|
|
451
|
|
|
621
|
|
|||||
Income taxes
|
-25
|
%
|
|
259
|
|
|
344
|
|
|
236
|
|
|
142
|
|
|
223
|
|
|||||
Net income
|
+49
|
%
|
|
884
|
|
|
592
|
|
|
469
|
|
|
309
|
|
|
398
|
|
|||||
Net earnings applicable to common shareholders
|
+55
|
%
|
|
850
|
|
|
550
|
|
|
411
|
|
|
247
|
|
|
327
|
|
|||||
Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings – diluted
|
+57
|
%
|
|
4.08
|
|
|
2.60
|
|
|
1.99
|
|
|
1.20
|
|
|
1.68
|
|
|||||
Net earnings – basic
|
+61
|
%
|
|
4.36
|
|
|
2.71
|
|
|
2.00
|
|
|
1.20
|
|
|
1.68
|
|
|||||
Dividends declared
|
+136
|
%
|
|
1.04
|
|
|
0.44
|
|
|
0.28
|
|
|
0.22
|
|
|
0.16
|
|
|||||
Book value at year-end
|
+4
|
%
|
|
37.39
|
|
|
36.01
|
|
|
34.10
|
|
|
32.67
|
|
|
31.35
|
|
|||||
Market price – end
|
-20
|
%
|
|
40.74
|
|
|
50.83
|
|
|
43.04
|
|
|
27.30
|
|
|
28.51
|
|
|||||
Market price – high
|
+13
|
%
|
|
59.19
|
|
|
52.20
|
|
|
44.15
|
|
|
33.03
|
|
|
33.33
|
|
|||||
Market price – low
|
-1
|
%
|
|
38.08
|
|
|
38.43
|
|
|
19.65
|
|
|
23.72
|
|
|
25.02
|
|
|||||
At Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
+4
|
%
|
|
68,746
|
|
|
66,288
|
|
|
63,239
|
|
|
59,665
|
|
|
57,203
|
|
|||||
Net loans and leases
|
+4
|
%
|
|
46,714
|
|
|
44,780
|
|
|
42,649
|
|
|
40,650
|
|
|
40,064
|
|
|||||
Deposits
|
+3
|
%
|
|
54,101
|
|
|
52,621
|
|
|
53,236
|
|
|
50,374
|
|
|
47,848
|
|
|||||
Long-term debt
|
+89
|
%
|
|
724
|
|
|
383
|
|
|
535
|
|
|
812
|
|
|
1,086
|
|
|||||
Federal funds and other short-term borrowings
|
+14
|
%
|
|
5,653
|
|
|
4,976
|
|
|
827
|
|
|
347
|
|
|
244
|
|
|||||
Preferred equity
|
—
|
%
|
|
566
|
|
|
566
|
|
|
710
|
|
|
829
|
|
|
1,004
|
|
|||||
Common equity
|
-1
|
%
|
|
7,012
|
|
|
7,113
|
|
|
6,924
|
|
|
6,679
|
|
|
6,366
|
|
|||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Return on average assets
|
|
|
1.33
|
%
|
|
0.91
|
%
|
|
0.78
|
%
|
|
0.53
|
%
|
|
0.71
|
%
|
||||||
Return on average common equity
|
|
|
12.1
|
%
|
|
7.7
|
%
|
|
6.0
|
%
|
|
3.8
|
%
|
|
5.4
|
%
|
||||||
Return on average tangible common equity
|
|
|
14.2
|
%
|
|
9.0
|
%
|
|
7.1
|
%
|
|
4.6
|
%
|
|
6.7
|
%
|
||||||
Net interest margin
|
|
|
3.61
|
%
|
|
3.45
|
%
|
|
3.37
|
%
|
|
3.19
|
%
|
|
3.26
|
%
|
||||||
Capital Ratios at Year End
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity to assets
|
|
|
11.0
|
%
|
|
11.6
|
%
|
|
12.1
|
%
|
|
12.6
|
%
|
|
12.9
|
%
|
||||||
Common equity tier 1 (Basel III), tier 1 common
(Basel I)
1
|
|
|
11.7
|
%
|
|
12.1
|
%
|
|
12.1
|
%
|
|
12.2
|
%
|
|
11.9
|
%
|
||||||
Tier 1 leverage
1
|
|
|
10.3
|
%
|
|
10.5
|
%
|
|
11.1
|
%
|
|
11.3
|
%
|
|
11.8
|
%
|
||||||
Tier 1 risk-based capital
1
|
|
|
12.7
|
%
|
|
13.2
|
%
|
|
13.5
|
%
|
|
14.1
|
%
|
|
14.5
|
%
|
||||||
Total risk-based capital
1
|
|
|
13.9
|
%
|
|
14.8
|
%
|
|
15.2
|
%
|
|
16.1
|
%
|
|
16.3
|
%
|
||||||
Tangible common equity
|
|
|
8.9
|
%
|
|
9.3
|
%
|
|
9.5
|
%
|
|
9.6
|
%
|
|
9.5
|
%
|
||||||
Tangible equity
|
|
|
9.7
|
%
|
|
10.2
|
%
|
|
10.6
|
%
|
|
11.1
|
%
|
|
11.3
|
%
|
||||||
Selected Information
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Weighted average diluted common shares outstanding
(in thousands)
|
-2
|
%
|
|
206,501
|
|
|
209,653
|
|
|
204,269
|
|
|
203,698
|
|
|
192,789
|
|
|||||
Bank common shares repurchased - from publicly announced plans
(in thousands)
|
+85
|
%
|
|
12,943
|
|
|
7,009
|
|
|
2,889
|
|
|
—
|
|
|
—
|
|
|||||
Common dividend payout ratio
2
|
|
|
|
23.8
|
%
|
|
16.1
|
%
|
|
14.0
|
%
|
|
18.3
|
%
|
|
9.6
|
%
|
|||||
Capital distributed as a percentage of net earnings applicable to common shareholders
3
|
|
|
103
|
%
|
|
74
|
%
|
|
36
|
%
|
|
18
|
%
|
|
9
|
%
|
||||||
Full-time equivalent employees
|
+1
|
%
|
|
10,201
|
|
|
10,083
|
|
|
10,057
|
|
|
10,200
|
|
|
10,462
|
|
|||||
Branches
|
—
|
%
|
|
433
|
|
|
433
|
|
|
436
|
|
|
450
|
|
|
460
|
|
1
|
For 2018, 2017, 2016, and 2015, ratios are based on Basel III. For 2014, ratios are based on Basel I.
|
2
|
The common dividend payout ratio is equal to common dividends paid divided by net earnings applicable to common shareholders.
|
3
|
This ratio is the common dividends paid plus share repurchases for the year, divided by net earnings applicable to common shareholders.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Year Ended December 31,
|
||||||||||
(Dollar amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings applicable to common shareholders (GAAP)
|
|
$
|
850
|
|
|
$
|
550
|
|
|
$
|
411
|
|
Amortization of core deposit and other intangibles, net of tax
|
|
1
|
|
|
4
|
|
|
5
|
|
|||
Net earnings applicable to common shareholders, excluding amortization of core deposits and intangibles, net of tax (non-GAAP)
|
(a)
|
$
|
851
|
|
|
$
|
554
|
|
|
$
|
416
|
|
Average common equity (GAAP)
|
|
$
|
7,024
|
|
|
$
|
7,148
|
|
|
$
|
6,915
|
|
Average goodwill and intangibles
|
|
(1,015
|
)
|
|
(1,019
|
)
|
|
(1,027
|
)
|
|||
Average tangible common equity (non-GAAP)
|
(b)
|
$
|
6,009
|
|
|
$
|
6,129
|
|
|
$
|
5,888
|
|
Return on average tangible common equity (non-GAAP)
|
(a/b)
|
14.2
|
%
|
|
9.0
|
%
|
|
7.1
|
%
|
(Dollar amounts in millions, except per share amounts)
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||
Total shareholders’ equity (GAAP)
|
|
$
|
7,578
|
|
|
$
|
7,679
|
|
|
$
|
7,634
|
|
Goodwill and intangibles
|
|
(1,015
|
)
|
|
(1,016
|
)
|
|
(1,022
|
)
|
|||
Tangible equity (non-GAAP)
|
(a)
|
6,563
|
|
|
6,663
|
|
|
6,612
|
|
|||
Preferred stock
|
|
(566
|
)
|
|
(566
|
)
|
|
(710
|
)
|
|||
Tangible common equity (non-GAAP)
|
(b)
|
$
|
5,997
|
|
|
$
|
6,097
|
|
|
$
|
5,902
|
|
Total assets (GAAP)
|
|
$
|
68,746
|
|
|
$
|
66,288
|
|
|
$
|
63,239
|
|
Goodwill and intangibles
|
|
(1,015
|
)
|
|
(1,016
|
)
|
|
(1,022
|
)
|
|||
Tangible assets (non-GAAP)
|
(c)
|
$
|
67,731
|
|
|
$
|
65,272
|
|
|
$
|
62,217
|
|
Common shares outstanding (thousands)
|
(d)
|
187,554
|
|
|
197,532
|
|
|
203,085
|
|
|||
Tangible equity ratio (non-GAAP)
|
(a/c)
|
9.7
|
%
|
|
10.2
|
%
|
|
10.6
|
%
|
|||
Tangible common equity ratio (non-GAAP)
|
(b/c)
|
8.9
|
%
|
|
9.3
|
%
|
|
9.5
|
%
|
|||
Tangible book value per common share (non-GAAP)
|
(b/d)
|
$31.97
|
|
$30.87
|
|
$29.06
|
(Dollar amounts in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Noninterest expense (GAAP)
|
(a)
|
$
|
1,678
|
|
|
$
|
1,649
|
|
|
$
|
1,585
|
|
Adjustments:
|
|
|
|
|
|
|
||||||
Severance costs
|
|
3
|
|
|
7
|
|
|
5
|
|
|||
Other real estate expense, net
|
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Provision for unfunded lending commitments
|
|
(1
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Amortization of core deposit and other intangibles
|
|
1
|
|
|
6
|
|
|
8
|
|
|||
Restructuring costs
|
|
2
|
|
|
4
|
|
|
5
|
|
|||
Total adjustments
|
(b)
|
6
|
|
|
9
|
|
|
6
|
|
|||
Adjusted noninterest expense (non-GAAP)
|
(a-b)=(c)
|
$
|
1,672
|
|
|
$
|
1,640
|
|
|
$
|
1,579
|
|
Net interest income (GAAP)
|
(d)
|
$
|
2,230
|
|
|
$
|
2,065
|
|
|
$
|
1,867
|
|
Fully taxable-equivalent adjustments
|
(e)
|
22
|
|
|
35
|
|
|
25
|
|
|||
Taxable-equivalent net interest income (non-GAAP)
|
(d+e)=(f)
|
2,252
|
|
|
2,100
|
|
|
1,892
|
|
|||
Noninterest income (GAAP)
|
(g)
|
552
|
|
|
544
|
|
|
516
|
|
|||
Combined income (non-GAAP)
|
(f+g)=(h)
|
2,804
|
|
|
2,644
|
|
|
2,408
|
|
|||
Adjustments:
|
|
|
|
|
|
|
||||||
Fair value and nonhedge derivative income (loss)
|
|
(1
|
)
|
|
(2
|
)
|
|
2
|
|
|||
Securities gains, net
|
|
1
|
|
|
14
|
|
|
7
|
|
|||
Total adjustments
|
(i)
|
—
|
|
|
12
|
|
|
9
|
|
|||
Adjusted taxable-equivalent revenue (non-GAAP)
|
(h-i)=(j)
|
$
|
2,804
|
|
|
$
|
2,632
|
|
|
$
|
2,399
|
|
Pre-provision net revenue (non-GAAP)
|
(h)-(a)
|
$
|
1,126
|
|
|
$
|
995
|
|
|
$
|
823
|
|
Adjusted pre-provision net revenue (non-GAAP)
|
(j-c)
|
1,132
|
|
|
992
|
|
|
820
|
|
|||
Efficiency ratio (non-GAAP)
|
(c/j)
|
59.6
|
%
|
|
62.3
|
%
|
|
65.8
|
%
|
•
|
At December 31,
2018
, the Bank had banking operations through
433
branches in eleven western states, with strong market share in many of the markets in which it operates. Additionally, the Bank currently has, and continues to develop its digital delivery capabilities. Revenues and profits are primarily derived from commercial customers, and the Bank also emphasizes retail banking, mortgage banking, wealth management, municipal finance, and brokerage services. The Bank is included in the Standard and Poor’s (“S&P”) 500 and NASDAQ Financial 100 indices.
|
•
|
The Bank is consistently ranked among the best banks in the country to work with by its small and middle-market customers, as measured by the Greenwich Associates annual survey. Since the inception of the awards in 2009, only five other U.S. banks have consistently received as many Greenwich Excellence Awards as Zions Bancorporation, N.A.
|
•
|
The Bank consistently wins awards for the best bank within its geography. Examples include the best bank awards given by local newspapers, business journals, or similar publications in Nevada, Arizona, and California: Orange County (five consecutive years) and San Diego County (eight consecutive years).
|
•
|
The Bank’s objectives include:
|
◦
|
Continuing revenue growth (net interest income plus noninterest income) in excess of noninterest expense—so-called positive operating leverage—which should result in annual PPNR growth in the high-single digit rate and further improvement to the efficiency ratio;
|
◦
|
Improving profitability ratios. Improved operating efficiency coupled with low credit costs as experienced in 2018 should lead to improved profitability ratios, such as the returns on assets and equity.
|
◦
|
Maintaining or increasing capital distributions due to stronger earnings and a lower risk profile than seen in prior years.
|
•
|
The long-term strategy of the Bank to achieve these objectives includes the following:
|
◦
|
Continuing to execute on our community bank business model by doing business on a “local” basis, with significant local decision making for customer-facing elements of our business including product offerings, marketing, and pricing. We believe our scale gives us superior access to capital markets, more robust treasury management, and other product capabilities than smaller community banks. We also believe that our model provides a meaningful competitive advantage and an opportunity for growth over larger national banks whose loan and deposit products are often homogeneous. We are actively engaged in community events and charitable efforts designed to give back to the people within our communities. In 2018, we believe this local, customized approach led to a strong showing with commercial customers as reflected in the Greenwich Awards referenced earlier, as well as a loan growth rate of 4% for the year;
|
◦
|
Maintaining a strong approach to risk management, having meaningfully improved our operational, credit, and financial risk management in the past several years;
|
◦
|
Continuing to invest in a diverse team of knowledgeable and experienced bankers, known for their integrity. We are committed to building our employees’ capabilities, so they can become trusted partners of our customers and leaders in their communities; and
|
◦
|
Continuing to invest in technology. Looking forward for the next several years, we believe that digital delivery of products, including mobile banking, online banking and having a core processing system that is robust and prevents outages, is critical to remaining competitive. We have rolled out a wide range of improvements and additions to our customer interfaces including a redesigned website, mobile applications, and an upgraded treasury internet banking platform for our commercial customers.
|
•
|
During the past several years we have taken significant actions to improve the Bank’s risk profile, which include:
|
◦
|
The reduction of an above-average concentration in CRE loans. CRE loans as a percentage of total loans has declined from 35% at December 31, 2007 to 24% at December 31, 2018;
|
◦
|
Numerous changes made to the credit administration organization and processes to facilitate improved data collection on loans and monitoring of potential default and loss risk;
|
◦
|
The significant increase of liquidity and flexibility to reposition the securities portfolio with the purchase of moderate duration securities with limited duration extension risk; i.e., management has generally purchased securities that within the context of a rising interest rate environment would not experience interest rate related losses;
|
◦
|
The addition of five members to the Board of Directors during the past five years that have strong financial and risk management experience;
|
◦
|
The replacement and upgrade of management information and accounting systems to allow for a more complete view of the Bank’s risks and opportunities; and
|
◦
|
The ongoing evaluation and classification of all known risks into approximately sixty unique risk categories, which are regularly monitored and reported in a process that flows from line-level employees through executive management to the Board of Directors;
|
•
|
We have also taken significant actions to improve the Bank’s efficiency during the past several years, which include the streamlining or elimination of redundant or inefficient processes, and the reduction of unnecessary complexity in product types. We intend to continue improving our efficiency by creating value through the adoption of common practices, automation, and simplification of our front, middle and back-office processes.
|
•
|
We believe we have achieved even greater operating efficiencies than currently reflected in our financial statements, since our profitability has improved while at the same time investing a substantial amount to upgrade and replace core systems and applications. We announced in 2013 that we had started a project to replace our core loan and deposit banking systems (“Core Transformation Project”). We successfully implemented the first phase of the TCS BαNCS® core servicing system in mid-2017, replacing our consumer lending system. The second phase of the Core Transformation Project, which replaces the Bank’s primary commercial lending systems, was deployed in the February of 2019 and we are in the process of finalizing the full implementation. The replacement of the deposit system is expected to be the third phase of the Core Transformation Project, and is still in the preliminary stages of development. As of December 31, 2018, the Bank had $196 million of capitalized expenses associated with the Core Transformation Project. BαNCS® is a real time, parameter-driven servicing system that will provide long-term benefits to the Bank by improving accessibility and functionality, allowing our bankers to better serve customers.
|
•
|
As part of our ongoing simplification and efficiency efforts, on September 30, 2018, the Bank completed the merger of Zions Bancorporation, its former bank holding company, with, and into, the Bank formerly known as ZB, N.A., in order to further reduce organizational complexity. The restructuring eliminated the bank holding company structure and associated regulatory framework, and resulted in ZB, N.A. being renamed Zions Bancorporation, National Association and becoming the top-level entity within our corporate structure. The merger eliminates duplicative regulatory efforts, leaving the OCC as the Bank’s primary regulator. As a result of the merger and the Financial Stability Oversight Council’s action on September 12, 2018, the Bank is no longer considered a systemically important financial institution under the Dodd-Frank Act. See “Capital Management” on page
69
for more information regarding the merger. In December 2015, the Bank consolidated its various banking charters into a single charter.
|
•
|
In May 2018, the Crapo Bill was signed into law, reducing regulatory requirements for many banking institutions and exempting the Bank from the capital planning actions as required by the Dodd-Frank Act.
|
•
|
With the improvement in profitability and our risk profile, the Bank’s capital stress test results have markedly improved during the past few years, and as such, we have increased the return on- and of-capital to shareholders, including increasing the common dividend from $0.16 per share in 2014 to $1.04 per share in 2018. Additionally, we repurchased $670 million of common stock during 2018, which is 7% of common stock outstanding as of December 31, 2017. We believe we are carrying excess capital, informed primarily by our stress test results, and have indicated that we intend to reduce our capital ratios to levels more consistent with our significantly reduced risk profile. The magnitude, timing and form of capital return will be determined by the Board.
|
•
|
Moderate net interest income growth resulting from loan growth and a generally stable securities portfolio, combined with the benefit of rising benchmark interest rates on a balance sheet that consists of assets that generally reprice faster and to a greater degree than the liabilities.
|
•
|
Modest adjusted noninterest income growth due to continued focus on this source of revenue; we experienced notable successes such as generating strong growth in trust and wealth management income, increasing loan syndication arrangement fees, and arranging interest rate hedges for our loan customers.
|
•
|
A slight increase in noninterest expense while we remain focused on expense controls and continue to invest in technology and simplification initiatives. We delivered on our commitment to limit adjusted noninterest expense growth in 2018 to increase only slightly relative to our 2017 results. Adjusted noninterest expense increased $31 million in 2018, or 2%, to $1.7 billion in 2018.
|
•
|
A decline in the provision for credit losses from
$17 million
in 2017, to
$(40) million
in 2018 as the credit quality of loans improved.
|
•
|
Achieve positive operating leverage
|
◦
|
Achieve broad-based loan growth (i.e. low- to mid-single digit growth rate) within acceptable concentration limits
|
◦
|
Achieve similar or improve upon growth rates in noninterest income, emphasizing customer-related fee income
|
◦
|
Achieve greater sales volumes and revenue growth through enhanced use of data
|
◦
|
Manage noninterest expense growth linked to revenue growth, profitability and digital delivery strategies
|
•
|
Target high single-digit annual percentage growth rate for PPNR
|
•
|
Demonstrate reduced volatility in financial performance than previously experienced
|
•
|
Implement technology upgrade and digital strategies, automation and simplification of front, middle and bank office processes
|
•
|
Increase the return on- and of- capital
|
◦
|
Maintain top quartile credit risk profile and superior risk management posture leading to increasing returns of capital
|
◦
|
Moderately increase financial leverage through the reduction of surplus common equity as informed by stress testing
|
Driver
|
|
2018
|
|
2017
|
|
Change
better/(worse)
|
|||||
|
|
|
|
|
|
|
|||||
|
|
(In billions)
|
|
|
|||||||
Average net loans and leases
|
|
$
|
45.4
|
|
|
$
|
43.5
|
|
|
4
|
%
|
Average money market investments
|
|
1.4
|
|
|
1.5
|
|
|
(7
|
)
|
||
Average total securities
|
|
15.6
|
|
|
15.7
|
|
|
(1
|
)
|
||
Average noninterest-bearing deposits
|
|
23.8
|
|
|
23.8
|
|
|
—
|
|
||
Average total deposits
|
|
53.2
|
|
|
52.2
|
|
|
2
|
|
||
|
|
(In millions)
|
|
|
|||||||
Net interest income
|
|
$
|
2,230
|
|
|
$
|
2,065
|
|
|
8
|
%
|
Provision for loan losses
|
|
(39
|
)
|
|
24
|
|
|
263
|
|
||
Noninterest income
|
|
552
|
|
|
544
|
|
|
1
|
|
||
Customer-related fee income
1
|
|
501
|
|
|
485
|
|
|
3
|
|
||
Noninterest expense
|
|
1,678
|
|
|
1,649
|
|
|
(2
|
)
|
||
Net interest margin
|
|
3.61
|
%
|
|
3.45
|
%
|
|
16 bps
|
|
||
Nonaccrual loans
2
|
|
$
|
252
|
|
|
$
|
414
|
|
|
39
|
%
|
Ratio of net charge-offs to average loans and leases
|
|
(0.04
|
)%
|
|
0.17
|
%
|
|
21 bps
|
|
||
Ratio of nonperforming lending-related assets to loans and leases and other real estate owned
2
|
|
0.55
|
%
|
|
0.93
|
%
|
|
38
|
|
||
Ratio of total allowance for credit losses to loans and leases outstanding
|
|
1.18
|
%
|
|
1.29
|
%
|
|
11
|
|
|
2018
|
|
2017
|
||||||||||||||||||
(Dollar amounts in millions)
|
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
|
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market investments
|
$
|
1,360
|
|
|
$
|
29
|
|
|
2.12
|
%
|
|
$
|
1,539
|
|
|
$
|
19
|
|
|
1.23
|
%
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-maturity
|
781
|
|
|
28
|
|
|
3.56
|
|
|
776
|
|
|
31
|
|
|
3.95
|
|
||||
Available-for-sale
|
14,712
|
|
|
328
|
|
|
2.23
|
|
|
14,907
|
|
|
313
|
|
|
2.10
|
|
||||
Trading account
|
109
|
|
|
4
|
|
|
3.97
|
|
|
64
|
|
|
2
|
|
|
3.75
|
|
||||
Total securities
|
15,602
|
|
|
360
|
|
|
2.31
|
|
|
15,747
|
|
|
346
|
|
|
2.20
|
|
||||
Loans held for sale
|
53
|
|
|
2
|
|
|
4.63
|
|
|
87
|
|
|
3
|
|
|
3.56
|
|
||||
Loans and leases
2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
23,333
|
|
|
1,118
|
|
|
4.79
|
|
|
22,116
|
|
|
964
|
|
|
4.36
|
|
||||
Commercial real estate
|
11,079
|
|
|
549
|
|
|
4.95
|
|
|
11,184
|
|
|
504
|
|
|
4.50
|
|
||||
Consumer
|
11,013
|
|
|
445
|
|
|
4.04
|
|
|
10,201
|
|
|
391
|
|
|
3.84
|
|
||||
Total Loans and leases
|
45,425
|
|
|
2,112
|
|
|
4.65
|
|
|
43,501
|
|
|
1,859
|
|
|
4.27
|
|
||||
Total interest-earning assets
|
62,440
|
|
|
2,503
|
|
|
4.01
|
|
|
60,874
|
|
|
2,227
|
|
|
3.66
|
|
||||
Cash and due from banks
|
549
|
|
|
|
|
|
|
786
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
(495
|
)
|
|
|
|
|
|
(548
|
)
|
|
|
|
|
||||||||
Goodwill and intangibles
|
1,015
|
|
|
|
|
|
|
1,019
|
|
|
|
|
|
||||||||
Other assets
|
3,060
|
|
|
|
|
|
|
2,985
|
|
|
|
|
|
||||||||
Total assets
|
$
|
66,569
|
|
|
|
|
|
|
$
|
65,116
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Saving and money market
|
$
|
25,480
|
|
|
81
|
|
|
0.32
|
|
|
$
|
25,453
|
|
|
39
|
|
|
0.15
|
|
||
Time
|
3,876
|
|
|
54
|
|
|
1.38
|
|
|
2,966
|
|
|
20
|
|
|
0.69
|
|
||||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total interest-bearing deposits
|
29,356
|
|
|
135
|
|
|
0.46
|
|
|
28,419
|
|
|
59
|
|
|
0.21
|
|
||||
Borrowed funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Federal funds purchased and other short-term borrowings
|
4,562
|
|
|
88
|
|
|
1.93
|
|
|
4,096
|
|
|
44
|
|
|
1.05
|
|
||||
Long-term debt
|
535
|
|
|
28
|
|
|
5.21
|
|
|
417
|
|
|
24
|
|
|
5.79
|
|
||||
Total borrowed funds
|
5,097
|
|
|
116
|
|
|
2.27
|
|
|
4,513
|
|
|
68
|
|
|
1.49
|
|
||||
Total interest-bearing liabilities
|
34,453
|
|
|
251
|
|
|
0.73
|
|
|
32,932
|
|
|
127
|
|
|
0.38
|
|
||||
Noninterest-bearing deposits
|
23,827
|
|
|
|
|
|
|
23,781
|
|
|
|
|
|
||||||||
Total deposits and interest-bearing liabilities
|
58,280
|
|
|
251
|
|
|
0.43
|
|
|
56,713
|
|
|
127
|
|
|
0.22
|
|
||||
Other liabilities
|
699
|
|
|
|
|
|
|
624
|
|
|
|
|
|
||||||||
Total liabilities
|
58,979
|
|
|
|
|
|
|
57,337
|
|
|
|
|
|
||||||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred equity
|
566
|
|
|
|
|
|
|
631
|
|
|
|
|
|
||||||||
Common equity
|
7,024
|
|
|
|
|
|
|
7,148
|
|
|
|
|
|
||||||||
Total shareholders’ equity
|
7,590
|
|
|
|
|
|
|
7,779
|
|
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
66,569
|
|
|
|
|
|
|
$
|
65,116
|
|
|
|
|
|
||||||
Spread on average interest-bearing funds
|
|
|
|
|
3.28
|
|
|
|
|
|
|
3.27
|
|
||||||||
Taxable-equivalent net interest income and net yield on interest-earning assets
|
|
|
$
|
2,252
|
|
|
3.61
|
|
|
|
|
$
|
2,100
|
|
|
3.45
|
|
||||
Memo: total cost of deposits
|
|
|
|
|
0.25
|
|
|
|
|
|
|
0.11
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
|
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
|
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$
|
3,664
|
|
|
$
|
21
|
|
|
0.59
|
%
|
|
$
|
8,252
|
|
|
$
|
23
|
|
|
0.28
|
%
|
|
$
|
8,218
|
|
|
$
|
21
|
|
|
0.26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
675
|
|
|
30
|
|
|
4.40
|
|
|
581
|
|
|
30
|
|
|
5.08
|
|
|
609
|
|
|
32
|
|
|
5.27
|
|
||||||
9,546
|
|
|
184
|
|
|
1.93
|
|
|
5,181
|
|
|
100
|
|
|
1.93
|
|
|
3,472
|
|
|
75
|
|
|
2.17
|
|
||||||
83
|
|
|
3
|
|
|
3.76
|
|
|
64
|
|
|
2
|
|
|
3.46
|
|
|
61
|
|
|
2
|
|
|
3.22
|
|
||||||
10,304
|
|
|
217
|
|
|
2.11
|
|
|
5,826
|
|
|
132
|
|
|
2.26
|
|
|
4,142
|
|
|
109
|
|
|
2.64
|
|
||||||
140
|
|
|
5
|
|
|
3.36
|
|
|
125
|
|
|
5
|
|
|
3.61
|
|
|
128
|
|
|
5
|
|
|
3.63
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
21,748
|
|
|
913
|
|
|
4.20
|
|
|
21,419
|
|
|
903
|
|
|
4.22
|
|
|
21,125
|
|
|
922
|
|
|
4.36
|
|
||||||
11,131
|
|
|
472
|
|
|
4.24
|
|
|
10,178
|
|
|
454
|
|
|
4.46
|
|
|
10,337
|
|
|
484
|
|
|
4.68
|
|
||||||
9,183
|
|
|
351
|
|
|
3.83
|
|
|
8,574
|
|
|
334
|
|
|
3.91
|
|
|
8,060
|
|
|
328
|
|
|
4.06
|
|
||||||
42,062
|
|
|
1,736
|
|
|
4.13
|
|
|
40,171
|
|
|
1,691
|
|
|
4.21
|
|
|
39,522
|
|
|
1,734
|
|
|
4.39
|
|
||||||
56,170
|
|
|
1,979
|
|
|
3.52
|
|
|
54,374
|
|
|
1,851
|
|
|
3.40
|
|
|
52,010
|
|
|
1,869
|
|
|
3.59
|
|
||||||
675
|
|
|
|
|
|
|
642
|
|
|
|
|
|
|
894
|
|
|
|
|
|
||||||||||||
(601
|
)
|
|
|
|
|
|
(607
|
)
|
|
|
|
|
|
(690
|
)
|
|
|
|
|
||||||||||||
1,027
|
|
|
|
|
|
|
1,035
|
|
|
|
|
|
|
1,045
|
|
|
|
|
|
||||||||||||
2,779
|
|
|
|
|
|
|
2,601
|
|
|
|
|
|
|
2,623
|
|
|
|
|
|
||||||||||||
$
|
60,050
|
|
|
|
|
|
|
$
|
58,045
|
|
|
|
|
|
|
$
|
55,882
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$
|
25,672
|
|
|
37
|
|
|
0.15
|
|
|
$
|
24,619
|
|
|
38
|
|
|
0.16
|
|
|
$
|
23,532
|
|
|
37
|
|
|
0.16
|
|
|||
2,333
|
|
|
12
|
|
|
0.49
|
|
|
2,274
|
|
|
10
|
|
|
0.43
|
|
|
2,490
|
|
|
12
|
|
|
0.46
|
|
||||||
128
|
|
|
—
|
|
|
0.28
|
|
|
379
|
|
|
1
|
|
|
0.18
|
|
|
642
|
|
|
1
|
|
|
0.18
|
|
||||||
28,133
|
|
|
49
|
|
|
0.18
|
|
|
27,272
|
|
|
49
|
|
|
0.18
|
|
|
26,664
|
|
|
50
|
|
|
0.19
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
456
|
|
|
1
|
|
|
0.27
|
|
|
235
|
|
|
—
|
|
|
0.14
|
|
|
223
|
|
|
—
|
|
|
0.11
|
|
||||||
703
|
|
|
37
|
|
|
5.18
|
|
|
1,016
|
|
|
69
|
|
|
6.75
|
|
|
1,803
|
|
|
123
|
|
|
6.82
|
|
||||||
1,159
|
|
|
38
|
|
|
3.25
|
|
|
1,251
|
|
|
69
|
|
|
5.51
|
|
|
2,026
|
|
|
123
|
|
|
6.09
|
|
||||||
29,292
|
|
|
87
|
|
|
0.30
|
|
|
28,523
|
|
|
118
|
|
|
0.41
|
|
|
28,690
|
|
|
173
|
|
|
0.60
|
|
||||||
22,462
|
|
|
|
|
|
|
21,366
|
|
|
|
|
|
|
19,610
|
|
|
|
|
|
||||||||||||
51,754
|
|
|
87
|
|
|
0.15
|
|
|
49,889
|
|
|
118
|
|
|
0.20
|
|
|
48,300
|
|
|
173
|
|
|
0.29
|
|
||||||
625
|
|
|
|
|
|
|
592
|
|
|
|
|
|
|
554
|
|
|
|
|
|
||||||||||||
52,379
|
|
|
|
|
|
|
50,481
|
|
|
|
|
|
|
48,854
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
756
|
|
|
|
|
|
|
983
|
|
|
|
|
|
|
1,004
|
|
|
|
|
|
||||||||||||
6,915
|
|
|
|
|
|
|
6,581
|
|
|
|
|
|
|
6,024
|
|
|
|
|
|
||||||||||||
7,671
|
|
|
|
|
|
|
7,564
|
|
|
|
|
|
|
7,028
|
|
|
|
|
|
||||||||||||
$
|
60,050
|
|
|
|
|
|
|
$
|
58,045
|
|
|
|
|
|
|
$
|
55,882
|
|
|
|
|
|
|||||||||
|
|
|
|
3.23
|
|
|
|
|
|
|
2.99
|
|
|
|
|
|
|
2.99
|
|
||||||||||||
|
|
$
|
1,892
|
|
|
3.37
|
|
|
|
|
$
|
1,733
|
|
|
3.19
|
|
|
|
|
$
|
1,696
|
|
|
3.26
|
|
||||||
|
|
|
|
0.10
|
|
|
|
|
|
|
0.10
|
|
|
|
|
|
|
0.11
|
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||||||
|
Changes due to
|
|
Total changes
|
|
Changes due to
|
|
Total changes
|
||||||||||||||||
(In millions)
|
Volume
|
|
Rate
1
|
|
|
Volume
|
|
Rate
1
|
|
||||||||||||||
INTEREST-EARNING ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market investments
|
$
|
(2
|
)
|
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
(12
|
)
|
|
$
|
10
|
|
|
$
|
(2
|
)
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
4
|
|
|
(3
|
)
|
|
1
|
|
||||||
Available-for-sale
|
(4
|
)
|
|
19
|
|
|
15
|
|
|
111
|
|
|
18
|
|
|
129
|
|
||||||
Trading account
|
2
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Total securities
|
(2
|
)
|
|
16
|
|
|
14
|
|
|
114
|
|
|
15
|
|
|
129
|
|
||||||
Loans held for sale
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Loans and leases
2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
55
|
|
|
99
|
|
|
154
|
|
|
16
|
|
|
35
|
|
|
51
|
|
||||||
Commercial Real Estate
|
(5
|
)
|
|
50
|
|
|
45
|
|
|
2
|
|
|
30
|
|
|
32
|
|
||||||
Consumer
|
32
|
|
|
22
|
|
|
54
|
|
|
38
|
|
|
2
|
|
|
40
|
|
||||||
Total loans and leases
|
82
|
|
|
171
|
|
|
253
|
|
|
56
|
|
|
67
|
|
|
123
|
|
||||||
Total interest-earning assets
|
77
|
|
|
199
|
|
|
276
|
|
|
156
|
|
|
92
|
|
|
248
|
|
||||||
INTEREST-BEARING LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Saving and money market
|
(1
|
)
|
|
43
|
|
|
42
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Time
|
8
|
|
|
26
|
|
|
34
|
|
|
3
|
|
|
5
|
|
|
8
|
|
||||||
Total interest-bearing deposits
|
7
|
|
|
69
|
|
|
76
|
|
|
3
|
|
|
7
|
|
|
10
|
|
||||||
Borrowed funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal funds purchased and other short-term borrowings
|
4
|
|
|
40
|
|
|
44
|
|
|
31
|
|
|
12
|
|
|
43
|
|
||||||
Long-term debt
|
6
|
|
|
(2
|
)
|
|
4
|
|
|
(15
|
)
|
|
2
|
|
|
(13
|
)
|
||||||
Total borrowed funds
|
10
|
|
|
38
|
|
|
48
|
|
|
16
|
|
|
14
|
|
|
30
|
|
||||||
Total interest-bearing liabilities
|
17
|
|
|
107
|
|
|
124
|
|
|
19
|
|
|
21
|
|
|
40
|
|
||||||
Change in taxable-equivalent net interest income
|
$
|
60
|
|
|
$
|
92
|
|
|
$
|
152
|
|
|
$
|
137
|
|
|
$
|
71
|
|
|
$
|
208
|
|
(Dollar amounts in millions)
|
2018
|
|
Amount change
|
|
Percent change
|
|
2017
|
|
Amount change
|
|
Percent change
|
|
2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service charges and fees on deposit accounts
|
$
|
166
|
|
|
$
|
(5
|
)
|
|
(3
|
)%
|
|
$
|
171
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
171
|
|
Other service charges, commissions and fees
|
228
|
|
|
11
|
|
|
5
|
|
|
217
|
|
|
9
|
|
|
4
|
|
|
208
|
|
|||||
Wealth management and trust income
|
51
|
|
|
9
|
|
|
21
|
|
|
42
|
|
|
5
|
|
|
14
|
|
|
37
|
|
|||||
Loan sales and servicing income
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
(10
|
)
|
|
(29
|
)
|
|
35
|
|
|||||
Capital markets and foreign exchange
|
31
|
|
|
1
|
|
|
3
|
|
|
30
|
|
|
8
|
|
|
36
|
|
|
22
|
|
|||||
Customer-related fees
|
501
|
|
|
16
|
|
|
3
|
|
|
485
|
|
|
12
|
|
|
3
|
|
|
473
|
|
|||||
Dividends and other investment income
|
43
|
|
|
3
|
|
|
8
|
|
|
40
|
|
|
16
|
|
|
67
|
|
|
24
|
|
|||||
Securities gains, net
|
1
|
|
|
(13
|
)
|
|
(93
|
)
|
|
14
|
|
|
7
|
|
|
(100
|
)
|
|
7
|
|
|||||
Other
|
7
|
|
|
2
|
|
|
40
|
|
|
5
|
|
|
(7
|
)
|
|
(58
|
)
|
|
12
|
|
|||||
Total noninterest income
|
$
|
552
|
|
|
$
|
8
|
|
|
1
|
|
|
$
|
544
|
|
|
$
|
28
|
|
|
5
|
|
|
$
|
516
|
|
(Dollar amounts in millions)
|
2018
|
|
Amount change
|
|
Percent change
|
|
2017
|
|
Amount change
|
|
Percent change
|
|
2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries and employee benefits
|
$
|
1,070
|
|
|
$
|
64
|
|
|
6
|
%
|
|
$
|
1,006
|
|
|
$
|
28
|
|
|
3
|
%
|
|
$
|
978
|
|
Occupancy, net
|
132
|
|
|
3
|
|
|
2
|
|
|
129
|
|
|
4
|
|
|
3
|
|
|
125
|
|
|||||
Furniture, equipment and software, net
|
126
|
|
|
(4
|
)
|
|
(3
|
)
|
|
130
|
|
|
5
|
|
|
4
|
|
|
125
|
|
|||||
Other real estate expense, net
|
1
|
|
|
2
|
|
|
(200
|
)
|
|
(1
|
)
|
|
1
|
|
|
(50
|
)
|
|
(2
|
)
|
|||||
Credit-related expense
|
25
|
|
|
(4
|
)
|
|
(14
|
)
|
|
29
|
|
|
4
|
|
|
16
|
|
|
25
|
|
|||||
Provision for unfunded lending commitments
|
(1
|
)
|
|
6
|
|
|
(86
|
)
|
|
(7
|
)
|
|
3
|
|
|
(30
|
)
|
|
(10
|
)
|
|||||
Professional and legal services
|
52
|
|
|
(5
|
)
|
|
(9
|
)
|
|
57
|
|
|
1
|
|
|
2
|
|
|
56
|
|
|||||
Advertising
|
26
|
|
|
4
|
|
|
18
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
FDIC premiums
|
50
|
|
|
(3
|
)
|
|
(6
|
)
|
|
53
|
|
|
13
|
|
|
33
|
|
|
40
|
|
|||||
Other
|
197
|
|
|
(34
|
)
|
|
(15
|
)
|
|
231
|
|
|
5
|
|
|
2
|
|
|
226
|
|
|||||
Total noninterest expense
|
$
|
1,678
|
|
|
$
|
29
|
|
|
2
|
|
|
$
|
1,649
|
|
|
$
|
64
|
|
|
4
|
|
|
$
|
1,585
|
|
(Dollar amounts in millions)
|
2018
|
|
Amount/quantity change
|
|
Percent change
|
|
2017
|
|
Amount/quantity change
|
|
Percent change
|
|
2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries and bonuses
|
$
|
895
|
|
|
$
|
46
|
|
|
5
|
%
|
|
$
|
849
|
|
|
$
|
17
|
|
|
2
|
%
|
|
$
|
832
|
|
Employee benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee health and insurance
|
77
|
|
|
8
|
|
|
12
|
|
|
69
|
|
|
7
|
|
|
11
|
|
|
62
|
|
|||||
Retirement
|
45
|
|
|
7
|
|
|
18
|
|
|
38
|
|
|
7
|
|
|
23
|
|
|
31
|
|
|||||
Payroll taxes and other
|
53
|
|
|
3
|
|
|
6
|
|
|
50
|
|
|
(3
|
)
|
|
(6
|
)
|
|
53
|
|
|||||
Total benefits
|
175
|
|
|
18
|
|
|
11
|
|
|
157
|
|
|
11
|
|
|
8
|
|
|
146
|
|
|||||
Total salaries and employee benefits
|
$
|
1,070
|
|
|
$
|
64
|
|
|
6
|
|
|
$
|
1,006
|
|
|
$
|
28
|
|
|
3
|
|
|
$
|
978
|
|
Full-time equivalent employees at December 31
|
10,201
|
|
|
118
|
|
|
1
|
|
|
10,083
|
|
|
26
|
|
|
—
|
|
|
10,057
|
|
•
|
increased loan balances across all geographies;
|
•
|
improvements in credit quality resulted in reductions of the provision for loan losses; and
|
•
|
growth in customer deposit balances across almost all segments.
|
(Dollar amounts in millions)
|
Zions Bank
|
|
Amegy
|
|
CB&T
|
||||||||||||||||||||||||
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
|||||||||||||||||||
KEY FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total average loans
|
$
|
12,643
|
|
$
|
12,481
|
|
$
|
12,538
|
|
|
$
|
11,358
|
|
$
|
11,021
|
|
$
|
10,595
|
|
|
$
|
10,033
|
|
$
|
9,539
|
|
$
|
9,211
|
|
Total average deposits
|
15,874
|
|
15,986
|
|
15,991
|
|
|
11,160
|
|
11,096
|
|
11,130
|
|
|
11,268
|
|
11,030
|
|
10,827
|
|
|||||||||
Income before income taxes
|
379
|
|
344
|
|
369
|
|
|
382
|
|
239
|
|
94
|
|
|
297
|
|
262
|
|
220
|
|
|||||||||
CREDIT QUALITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Provision for loan losses
|
$
|
7
|
|
$
|
19
|
|
$
|
(22
|
)
|
|
$
|
(75
|
)
|
$
|
25
|
|
$
|
163
|
|
|
$
|
14
|
|
$
|
(5
|
)
|
$
|
(9
|
)
|
Net loan and lease charge-offs
|
1
|
|
34
|
|
13
|
|
|
(17
|
)
|
41
|
|
123
|
|
|
4
|
|
1
|
|
(1
|
)
|
|||||||||
Ratio of net charge-offs to average loans and leases
|
0.01
|
%
|
0.27
|
%
|
0.11
|
%
|
|
(0.15
|
)%
|
0.37
|
%
|
1.16
|
%
|
|
0.04
|
%
|
0.01
|
%
|
(0.01
|
)%
|
|||||||||
Allowance for loan losses
|
$
|
136
|
|
$
|
130
|
|
$
|
145
|
|
|
$
|
189
|
|
$
|
247
|
|
$
|
263
|
|
|
$
|
79
|
|
$
|
69
|
|
$
|
74
|
|
Ratio of allowance for loan losses to net loans and leases, at year-end
|
1.07
|
%
|
1.04
|
%
|
1.16
|
%
|
|
1.67
|
%
|
2.24
|
%
|
2.48
|
%
|
|
0.79
|
%
|
0.72
|
%
|
0.80
|
%
|
|||||||||
Nonperforming lending-related assets
|
$
|
69
|
|
$
|
85
|
|
$
|
105
|
|
|
$
|
75
|
|
$
|
236
|
|
$
|
360
|
|
|
$
|
48
|
|
$
|
47
|
|
$
|
42
|
|
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned
|
0.53
|
%
|
0.68
|
%
|
0.83
|
%
|
|
0.65
|
%
|
2.07
|
%
|
3.39
|
%
|
|
0.45
|
%
|
0.47
|
%
|
0.45
|
%
|
|||||||||
Accruing loans past due 90 days or more
|
$
|
5
|
|
$
|
11
|
|
$
|
10
|
|
|
$
|
1
|
|
$
|
1
|
|
$
|
7
|
|
|
$
|
1
|
|
$
|
9
|
|
$
|
19
|
|
Ratio of accruing loans past due 90 days or more to net loans and leases
|
0.04
|
%
|
0.09
|
%
|
0.08
|
%
|
|
0.01
|
%
|
0.01
|
%
|
0.06
|
%
|
|
0.01
|
%
|
0.09
|
%
|
0.20
|
%
|
(Dollar amounts in millions)
|
NBAZ
|
|
NSB
|
|
Vectra
|
|
TCBW
|
||||||||||||||||||||||||||||||||
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
|||||||||||||||||||||||||
KEY FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Total average loans
|
$
|
4,608
|
|
$
|
4,267
|
|
$
|
4,086
|
|
|
$
|
2,394
|
|
$
|
2,357
|
|
$
|
2,284
|
|
|
$
|
2,924
|
|
$
|
2,644
|
|
$
|
2,469
|
|
|
$
|
1,118
|
|
$
|
926
|
|
$
|
791
|
|
Total average deposits
|
4,931
|
|
4,762
|
|
4,576
|
|
|
4,286
|
|
4,254
|
|
4,137
|
|
|
2,761
|
|
2,756
|
|
2,720
|
|
|
1,092
|
|
1,107
|
|
1,007
|
|
||||||||||||
Income before income taxes
|
110
|
|
104
|
|
89
|
|
|
48
|
|
43
|
|
52
|
|
|
51
|
|
50
|
|
54
|
|
|
36
|
|
29
|
|
24
|
|
||||||||||||
CREDIT QUALITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Provision for loan losses
|
$
|
7
|
|
$
|
(8
|
)
|
$
|
(3
|
)
|
|
$
|
—
|
|
$
|
(11
|
)
|
$
|
(28
|
)
|
|
$
|
5
|
|
$
|
1
|
|
$
|
(8
|
)
|
|
$
|
2
|
|
$
|
2
|
|
$
|
—
|
|
Net loan and lease charge-offs
|
—
|
|
(2
|
)
|
—
|
|
|
(4
|
)
|
(3
|
)
|
(5
|
)
|
|
—
|
|
2
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
Ratio of net charge-offs to average loans and leases
|
—
|
%
|
(0.04
|
)%
|
—
|
%
|
|
(0.15
|
)%
|
(0.13
|
)%
|
(0.21
|
)%
|
|
0.01
|
%
|
0.09
|
%
|
0.01
|
%
|
|
—
|
%
|
0.02
|
%
|
0.02
|
%
|
||||||||||||
Allowance for loan losses
|
$
|
35
|
|
$
|
28
|
|
$
|
35
|
|
|
$
|
15
|
|
$
|
11
|
|
$
|
19
|
|
|
$
|
29
|
|
$
|
24
|
|
$
|
25
|
|
|
$
|
11
|
|
$
|
9
|
|
$
|
7
|
|
Ratio of allowance for loan losses to net loans and leases, at year-end
|
0.76
|
%
|
0.66
|
%
|
0.85
|
%
|
|
0.61
|
%
|
0.48
|
%
|
0.83
|
%
|
|
0.99
|
%
|
0.91
|
%
|
1.01
|
%
|
|
0.98
|
%
|
0.93
|
%
|
0.91
|
%
|
||||||||||||
Nonperforming lending-related assets
|
$
|
18
|
|
$
|
17
|
|
$
|
31
|
|
|
$
|
16
|
|
$
|
17
|
|
$
|
20
|
|
|
$
|
20
|
|
$
|
10
|
|
$
|
15
|
|
|
$
|
4
|
|
$
|
6
|
|
$
|
—
|
|
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned
|
0.39
|
%
|
0.39
|
%
|
0.73
|
%
|
|
0.65
|
%
|
0.73
|
%
|
0.84
|
%
|
|
0.66
|
%
|
0.35
|
%
|
0.59
|
%
|
|
0.38
|
%
|
0.56
|
%
|
0.02
|
%
|
||||||||||||
Accruing loans past due 90 days or more
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Ratio of accruing loans past due 90 days or more to net loans and leases
|
—
|
%
|
0.02
|
%
|
—
|
%
|
|
0.04
|
%
|
—
|
%
|
—
|
%
|
|
0.07
|
%
|
—
|
%
|
0.01
|
%
|
|
—
|
%
|
—
|
%
|
—
|
%
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(In millions)
|
Par Value
|
|
Amortized
cost
|
|
Estimated
fair
value
|
|
Par Value
|
|
Amortized
cost
|
|
Estimated
fair
value
|
||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Municipal securities
|
$
|
774
|
|
|
$
|
774
|
|
|
$
|
767
|
|
|
$
|
771
|
|
|
$
|
770
|
|
|
$
|
762
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
40
|
|
|
40
|
|
|
40
|
|
|
25
|
|
|
25
|
|
|
25
|
|
||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency securities
|
1,395
|
|
|
1,394
|
|
|
1,375
|
|
|
1,830
|
|
|
1,830
|
|
|
1,818
|
|
||||||
Agency guaranteed mortgage-backed securities
|
10,093
|
|
|
10,236
|
|
|
10,014
|
|
|
9,605
|
|
|
9,798
|
|
|
9,666
|
|
||||||
Small Business Administration loan-backed securities
|
1,871
|
|
|
2,042
|
|
|
1,996
|
|
|
2,007
|
|
|
2,227
|
|
|
2,222
|
|
||||||
Municipal securities
|
1,178
|
|
|
1,303
|
|
|
1,291
|
|
|
1,193
|
|
|
1,336
|
|
|
1,334
|
|
||||||
Other
|
25
|
|
|
25
|
|
|
21
|
|
|
25
|
|
|
25
|
|
|
24
|
|
||||||
Total available-for-sale debt securities
|
14,602
|
|
|
15,040
|
|
|
14,737
|
|
|
14,685
|
|
|
15,241
|
|
|
15,089
|
|
||||||
Money market mutual funds and other
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
72
|
|
|
72
|
|
||||||
Total available-for-sale
|
14,602
|
|
|
15,040
|
|
|
14,737
|
|
|
14,757
|
|
|
15,313
|
|
|
15,161
|
|
||||||
Total investment securities
|
$
|
15,376
|
|
|
$
|
15,814
|
|
|
$
|
15,504
|
|
|
$
|
15,528
|
|
|
$
|
16,083
|
|
|
$
|
15,923
|
|
|
Total securities
|
|
Within one year
|
|
After one but within five years
|
|
After five but within ten years
|
|
After ten years
|
|||||||||||||||||||||||||
(Dollar amounts in millions)
|
Amount
|
|
Yield
1
|
|
Amount
|
|
Yield
1
|
|
Amount
|
|
Yield
1
|
|
Amount
|
|
Yield
1
|
|
Amount
|
|
Yield
1
|
|||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Municipal securities
|
$
|
774
|
|
|
3.7
|
%
|
|
$
|
242
|
|
|
3.2
|
%
|
|
$
|
344
|
|
|
3.6
|
%
|
|
$
|
135
|
|
|
4.3
|
%
|
|
$
|
53
|
|
|
4.5
|
%
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury securities
|
40
|
|
|
2.5
|
|
|
40
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency securities
|
1,394
|
|
|
2.6
|
|
|
123
|
|
|
2.6
|
|
|
493
|
|
|
2.6
|
|
|
567
|
|
|
2.6
|
|
|
211
|
|
|
2.6
|
|
|||||
Agency guaranteed mortgage-backed securities
|
10,236
|
|
|
2.3
|
|
|
1,348
|
|
|
2.3
|
|
|
3,836
|
|
|
2.3
|
|
|
2,916
|
|
|
2.2
|
|
|
2,136
|
|
|
2.4
|
|
|||||
Small Business Administration loan-backed securities
|
2,042
|
|
|
3.5
|
|
|
331
|
|
|
3.5
|
|
|
871
|
|
|
3.5
|
|
|
551
|
|
|
3.4
|
|
|
289
|
|
|
3.6
|
|
|||||
Municipal securities
|
1,303
|
|
|
2.6
|
|
|
113
|
|
|
2.4
|
|
|
606
|
|
|
2.3
|
|
|
574
|
|
|
2.9
|
|
|
10
|
|
|
2.8
|
|
|||||
Other
|
25
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
6.9
|
|
|||||
Total available-for-sale
|
15,040
|
|
|
2.5
|
|
|
1,955
|
|
|
2.5
|
|
|
5,806
|
|
|
2.5
|
|
|
4,608
|
|
|
2.5
|
|
|
2,671
|
|
|
2.5
|
|
|||||
Total investment securities
|
$
|
15,814
|
|
|
2.6
|
|
|
$
|
2,197
|
|
|
2.6
|
|
|
$
|
6,150
|
|
|
2.6
|
|
|
$
|
4,743
|
|
|
2.6
|
|
|
$
|
2,724
|
|
|
2.6
|
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Loans and leases
|
$
|
1,661
|
|
|
$
|
1,271
|
|
Held-to-maturity – municipal securities
|
774
|
|
|
770
|
|
||
Available-for-sale – municipal securities
|
1,291
|
|
|
1,334
|
|
||
Trading account – municipal securities
|
89
|
|
|
146
|
|
||
Unfunded lending commitments
|
144
|
|
|
152
|
|
||
Total direct exposure to municipalities
|
$
|
3,959
|
|
|
$
|
3,673
|
|
|
December 31, 2018
|
|
December 31,
|
||||||||||||||||||||||||||||
(In millions)
|
One year or less
|
|
One year through five years
|
|
Over five years
|
|
Total
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial and industrial
|
$
|
3,530
|
|
|
$
|
8,725
|
|
|
$
|
2,258
|
|
|
$
|
14,513
|
|
|
$
|
14,003
|
|
|
$
|
13,452
|
|
|
$
|
13,211
|
|
|
$
|
13,163
|
|
Leasing
|
29
|
|
|
206
|
|
|
92
|
|
|
327
|
|
|
364
|
|
|
423
|
|
|
442
|
|
|
409
|
|
||||||||
Owner-occupied
|
322
|
|
|
1,234
|
|
|
6,105
|
|
|
7,661
|
|
|
7,288
|
|
|
6,962
|
|
|
7,150
|
|
|
7,351
|
|
||||||||
Municipal
|
51
|
|
|
267
|
|
|
1,343
|
|
|
1,661
|
|
|
1,271
|
|
|
778
|
|
|
676
|
|
|
521
|
|
||||||||
Total commercial
|
3,932
|
|
|
10,432
|
|
|
9,798
|
|
|
24,162
|
|
|
22,926
|
|
|
21,615
|
|
|
21,479
|
|
|
21,444
|
|
||||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Construction and land development
|
891
|
|
|
1,224
|
|
|
71
|
|
|
2,186
|
|
|
2,021
|
|
|
2,019
|
|
|
1,842
|
|
|
1,986
|
|
||||||||
Term
|
1,140
|
|
|
4,306
|
|
|
3,493
|
|
|
8,939
|
|
|
9,103
|
|
|
9,322
|
|
|
8,514
|
|
|
8,127
|
|
||||||||
Total commercial real estate
|
2,031
|
|
|
5,530
|
|
|
3,564
|
|
|
11,125
|
|
|
11,124
|
|
|
11,341
|
|
|
10,356
|
|
|
10,113
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Home equity credit line
|
38
|
|
|
96
|
|
|
2,803
|
|
|
2,937
|
|
|
2,777
|
|
|
2,645
|
|
|
2,417
|
|
|
2,321
|
|
||||||||
1-4 family residential
|
7
|
|
|
89
|
|
|
7,080
|
|
|
7,176
|
|
|
6,662
|
|
|
5,891
|
|
|
5,382
|
|
|
5,201
|
|
||||||||
Construction and other consumer real estate
|
58
|
|
|
3
|
|
|
582
|
|
|
643
|
|
|
597
|
|
|
486
|
|
|
385
|
|
|
371
|
|
||||||||
Bankcard and other revolving plans
|
271
|
|
|
75
|
|
|
145
|
|
|
491
|
|
|
509
|
|
|
481
|
|
|
444
|
|
|
401
|
|
||||||||
Other
|
19
|
|
|
121
|
|
|
40
|
|
|
180
|
|
|
185
|
|
|
190
|
|
|
187
|
|
|
213
|
|
||||||||
Total consumer
|
393
|
|
|
384
|
|
|
10,650
|
|
|
11,427
|
|
|
10,730
|
|
|
9,693
|
|
|
8,815
|
|
|
8,507
|
|
||||||||
Total net loans
|
$
|
6,356
|
|
|
$
|
16,346
|
|
|
$
|
24,012
|
|
|
$
|
46,714
|
|
|
$
|
44,780
|
|
|
$
|
42,649
|
|
|
$
|
40,650
|
|
|
$
|
40,064
|
|
Loans maturing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
With fixed interest rates
|
$
|
898
|
|
|
$
|
3,844
|
|
|
$
|
5,856
|
|
|
$
|
10,598
|
|
|
|
|
|
|
|
|
|
||||||||
With variable interest rates
|
5,458
|
|
|
12,502
|
|
|
18,156
|
|
|
36,116
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
6,356
|
|
|
$
|
16,346
|
|
|
$
|
24,012
|
|
|
$
|
46,714
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Bank-owned life insurance
|
$
|
516
|
|
|
$
|
507
|
|
Federal Home Loan Bank stock
|
190
|
|
|
154
|
|
||
Federal Reserve stock
|
139
|
|
|
184
|
|
||
Farmer Mac stock
|
54
|
|
|
43
|
|
||
SBIC investments
|
132
|
|
|
127
|
|
||
Non-SBIC investment funds
|
12
|
|
|
12
|
|
||
Other
|
3
|
|
|
2
|
|
||
Total other noninterest-bearing investments
|
$
|
1,046
|
|
|
$
|
1,029
|
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
Phase 1
|
|
Phase 2
|
|
Phase 3
|
|
Total
|
||||||||
Core Transformation Project Costs
|
|
|
|
|
|
|
|
||||||||
Total amount capitalized
|
$
|
80
|
|
|
$
|
81
|
|
|
$
|
35
|
|
|
$
|
196
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
(Dollar amounts in millions)
|
Amount
|
|
% of
total loans
|
|
Amount
|
|
% of
total loans
|
||||||
Commercial:
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
14,513
|
|
|
31.0
|
%
|
|
$
|
14,003
|
|
|
31.3
|
%
|
Leasing
|
327
|
|
|
0.7
|
|
|
364
|
|
|
0.8
|
|
||
Owner-occupied
|
7,661
|
|
|
16.4
|
|
|
7,288
|
|
|
16.3
|
|
||
Municipal
|
1,661
|
|
|
3.6
|
|
|
1,271
|
|
|
2.8
|
|
||
Total commercial
|
24,162
|
|
|
51.7
|
|
|
22,926
|
|
|
51.2
|
|
||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||
Construction and land development
|
2,186
|
|
|
4.7
|
|
|
2,021
|
|
|
4.5
|
|
||
Term
|
8,939
|
|
|
19.1
|
|
|
9,103
|
|
|
20.3
|
|
||
Total commercial real estate
|
11,125
|
|
|
23.8
|
|
|
11,124
|
|
|
24.8
|
|
||
Consumer:
|
|
|
|
|
|
|
|
||||||
Home equity credit line
|
2,937
|
|
|
6.3
|
|
|
2,777
|
|
|
6.2
|
|
||
1-4 family residential
|
7,176
|
|
|
15.4
|
|
|
6,662
|
|
|
15.0
|
|
||
Construction and other consumer real estate
|
643
|
|
|
1.4
|
|
|
597
|
|
|
1.3
|
|
||
Bankcard and other revolving plans
|
491
|
|
|
1.0
|
|
|
509
|
|
|
1.1
|
|
||
Other
|
180
|
|
|
0.4
|
|
|
185
|
|
|
0.4
|
|
||
Total consumer
|
11,427
|
|
|
24.5
|
|
|
10,730
|
|
|
24.0
|
|
||
Total net loans
|
$
|
46,714
|
|
|
100.0
|
%
|
|
$
|
44,780
|
|
|
100.0
|
%
|
(Dollar amounts in millions)
|
December 31,
2018 |
|
Percent
guaranteed
|
|
December 31,
2017 |
|
Percent
guaranteed
|
||||||
|
|
|
|
|
|
|
|
||||||
Commercial
|
$
|
537
|
|
|
75
|
%
|
|
$
|
507
|
|
|
75
|
%
|
Commercial real estate
|
14
|
|
|
79
|
|
|
14
|
|
|
75
|
|
||
Consumer
|
9
|
|
|
76
|
|
|
16
|
|
|
92
|
|
||
Total loans
|
$
|
560
|
|
|
76
|
|
|
$
|
537
|
|
|
76
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
(Dollar amounts in millions)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
|
|
|
|
|
|
|
||||||
Real estate, rental and leasing
|
$
|
2,636
|
|
|
10.9
|
%
|
|
$
|
2,807
|
|
|
12.3
|
%
|
Retail trade
1
|
2,434
|
|
|
10.0
|
|
|
2,257
|
|
|
9.8
|
|
||
Manufacturing
|
2,145
|
|
|
8.9
|
|
|
2,116
|
|
|
9.2
|
|
||
Finance and insurance
|
2,036
|
|
|
8.4
|
|
|
2,026
|
|
|
8.8
|
|
||
Healthcare and social assistance
|
1,695
|
|
|
7.0
|
|
|
1,556
|
|
|
6.8
|
|
||
Wholesale trade
|
1,527
|
|
|
6.3
|
|
|
1,543
|
|
|
6.7
|
|
||
Transportation and warehousing
|
1,328
|
|
|
5.5
|
|
|
1,343
|
|
|
5.9
|
|
||
Mining, quarrying, and oil and gas extraction
|
1,206
|
|
|
5.0
|
|
|
1,010
|
|
|
4.4
|
|
||
Construction
|
1,194
|
|
|
4.9
|
|
|
1,094
|
|
|
4.8
|
|
||
Utilities
2
|
1,163
|
|
|
4.8
|
|
|
905
|
|
|
4.0
|
|
||
Hospitality and food services
|
1,005
|
|
|
4.2
|
|
|
932
|
|
|
4.1
|
|
||
Other Services (except Public Administration)
|
887
|
|
|
3.7
|
|
|
896
|
|
|
3.9
|
|
||
Professional, scientific, and technical services
|
859
|
|
|
3.6
|
|
|
879
|
|
|
3.8
|
|
||
Other
3
|
4,047
|
|
|
16.8
|
|
|
3,562
|
|
|
15.5
|
|
||
Total
|
$
|
24,162
|
|
|
100.0
|
%
|
|
$
|
22,926
|
|
|
100.0
|
%
|
2
|
Includes primarily utilities, power, and renewable energy.
|
3
|
No other industry group exceeds 3.5%.
|
(Dollar amounts in millions)
|
|
Collateral Location
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Loan type
|
|
As of
date
|
|
Arizona
|
|
California
|
|
Colorado
|
|
Nevada
|
|
Texas
|
|
Utah/
Idaho
|
|
Wash-ington/Oregon
|
|
Other
1
|
|
Total
|
|
% of
total
CRE
|
|||||||||||||||||||
Commercial term
|
|||||||||||||||||||||||||||||||||||||||||
Balance outstanding
|
|
12/31/2018
|
|
$
|
1,167
|
|
|
$
|
2,835
|
|
|
$
|
633
|
|
|
$
|
594
|
|
|
$
|
1,435
|
|
|
$
|
1,345
|
|
|
$
|
375
|
|
|
$
|
555
|
|
|
$
|
8,939
|
|
|
80.3
|
%
|
% of loan type
|
|
|
|
13.1
|
%
|
|
31.7
|
%
|
|
7.1
|
%
|
|
6.6
|
%
|
|
16.1
|
%
|
|
15.0
|
%
|
|
4.2
|
%
|
|
6.2
|
%
|
|
100.0
|
%
|
|
|
||||||||||
Delinquency rates:
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
30-89 days
|
|
12/31/2018
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||||||||||
|
|
12/31/2017
|
|
0.2
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
0.8
|
%
|
|
0.1
|
%
|
|
|
||||||||||
≥ 90 days
|
|
12/31/2018
|
|
—
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
0.4
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
|
||||||||||
|
|
12/31/2017
|
|
0.2
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.7
|
%
|
|
0.1
|
%
|
|
|
||||||||||
Accruing loans past due 90 days or more
|
|
12/31/2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
|
|
|
12/31/2017
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
||||||||||
Nonaccrual loans
|
|
12/31/2018
|
|
2
|
|
|
8
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
6
|
|
|
—
|
|
|
13
|
|
|
38
|
|
|
|
||||||||||
|
|
12/31/2017
|
|
4
|
|
|
7
|
|
|
1
|
|
|
2
|
|
|
17
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
36
|
|
|
|
||||||||||
Residential construction and land development
|
|||||||||||||||||||||||||||||||||||||||||
Balance outstanding
|
|
12/31/2018
|
|
$
|
42
|
|
|
$
|
300
|
|
|
$
|
71
|
|
|
$
|
3
|
|
|
$
|
195
|
|
|
$
|
57
|
|
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
678
|
|
|
6.1
|
%
|
% of loan type
|
|
|
|
6.2
|
%
|
|
44.3
|
%
|
|
10.5
|
%
|
|
0.4
|
%
|
|
28.8
|
%
|
|
8.4
|
%
|
|
0.4
|
%
|
|
1.0
|
%
|
|
100.0
|
%
|
|
|
||||||||||
Delinquency rates:
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
30-89 days
|
|
12/31/2018
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||||||||||
|
|
12/31/2017
|
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
0.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
|
||||||||||
≥ 90 days
|
|
12/31/2018
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||||||||||
|
|
12/31/2017
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||||||||||
Accruing loans past due 90 days or more
|
|
12/31/2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
12/31/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||
Nonaccrual loans
|
|
12/31/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||
|
|
12/31/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||
Commercial construction and land development
|
|||||||||||||||||||||||||||||||||||||||||
Balance outstanding
|
|
12/31/2018
|
|
$
|
182
|
|
|
$
|
239
|
|
|
$
|
51
|
|
|
$
|
72
|
|
|
$
|
369
|
|
|
$
|
375
|
|
|
$
|
159
|
|
|
$
|
61
|
|
|
$
|
1,508
|
|
|
13.6
|
%
|
% of loan type
|
|
|
|
12.1
|
%
|
|
15.8
|
%
|
|
3.4
|
%
|
|
4.8
|
%
|
|
24.5
|
%
|
|
24.9
|
%
|
|
10.5
|
%
|
|
4.0
|
%
|
|
100.0
|
%
|
|
|
||||||||||
Delinquency rates:
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
30-89 days
|
|
12/31/2018
|
|
—
|
%
|
|
0.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
|
||||||||||
|
|
12/31/2017
|
|
0.1
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
|
||||||||||
≥ 90 days
|
|
12/31/2018
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||||||||||
|
|
12/31/2017
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.3
|
%
|
|
|
||||||||||
Accruing loans past due 90 days or more
|
|
12/31/2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
12/31/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||
Nonaccrual loans
|
|
12/31/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||||||
|
|
12/31/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
||||||||||
Total construction and land development
|
|
12/31/2018
|
|
$
|
224
|
|
|
$
|
539
|
|
|
$
|
122
|
|
|
$
|
75
|
|
|
$
|
564
|
|
|
$
|
432
|
|
|
$
|
162
|
|
|
$
|
68
|
|
|
$
|
2,186
|
|
|
|
|
Total commercial real estate
|
|
12/31/2018
|
|
$
|
1,391
|
|
|
$
|
3,374
|
|
|
$
|
755
|
|
|
$
|
669
|
|
|
$
|
1,999
|
|
|
$
|
1,777
|
|
|
$
|
537
|
|
|
$
|
623
|
|
|
$
|
11,125
|
|
|
100.0
|
%
|
1
|
No other geography exceeds
$89 million
for all three loan types.
|
2
|
Delinquency rates include nonaccrual loans.
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Secured by first deeds of trust
|
$
|
1,458
|
|
|
$
|
1,406
|
|
Secured by second (or junior) liens
|
1,479
|
|
|
1,371
|
|
||
Total
|
$
|
2,937
|
|
|
$
|
2,777
|
|
(Dollar amounts in millions)
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for sale
|
$
|
6
|
|
|
$
|
12
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
82
|
|
|
195
|
|
|
354
|
|
|
164
|
|
|
106
|
|
|||||
Leasing
|
2
|
|
|
8
|
|
|
14
|
|
|
4
|
|
|
—
|
|
|||||
Owner-occupied
|
67
|
|
|
90
|
|
|
74
|
|
|
74
|
|
|
87
|
|
|||||
Municipal
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development
|
—
|
|
|
4
|
|
|
7
|
|
|
7
|
|
|
24
|
|
|||||
Term
|
38
|
|
|
36
|
|
|
29
|
|
|
40
|
|
|
25
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate
|
55
|
|
|
68
|
|
|
49
|
|
|
59
|
|
|
64
|
|
|||||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
Nonaccrual loans
|
252
|
|
|
414
|
|
|
569
|
|
|
350
|
|
|
307
|
|
|||||
Other real estate owned:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial properties
|
2
|
|
|
3
|
|
|
2
|
|
|
5
|
|
|
11
|
|
|||||
Developed land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Land
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Residential:
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family
|
2
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
4
|
|
|||||
Developed land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate owned
|
4
|
|
|
4
|
|
|
4
|
|
|
7
|
|
|
19
|
|
|||||
Total nonperforming assets
|
$
|
256
|
|
|
$
|
418
|
|
|
$
|
573
|
|
|
$
|
357
|
|
|
$
|
326
|
|
Ratio of nonperforming assets to net loans and leases
1
and other real estate owned
|
0.55
|
%
|
|
0.93
|
%
|
|
1.34
|
%
|
|
0.87
|
%
|
|
0.81
|
%
|
|||||
Accruing loans past due 90 days or more:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
7
|
|
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
7
|
|
|
$
|
8
|
|
Commercial real estate
|
1
|
|
|
2
|
|
|
13
|
|
|
22
|
|
|
20
|
|
|||||
Consumer
|
2
|
|
|
3
|
|
|
5
|
|
|
3
|
|
|
1
|
|
|||||
Total
|
$
|
10
|
|
|
$
|
22
|
|
|
$
|
36
|
|
|
$
|
32
|
|
|
$
|
29
|
|
Ratio of accruing loans past due 90 days or more to net loans and leases
1
|
0.02
|
%
|
|
0.05
|
%
|
|
0.08
|
%
|
|
0.08
|
%
|
|
0.07
|
%
|
1
|
Includes loans held for sale.
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Restructured loans – accruing
|
$
|
112
|
|
|
$
|
139
|
|
Restructured loans – nonaccruing
|
90
|
|
|
87
|
|
||
Total
|
$
|
202
|
|
|
$
|
226
|
|
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Balance at beginning of year
|
$
|
226
|
|
|
$
|
251
|
|
New identified troubled debt restructuring and principal increases
|
142
|
|
|
190
|
|
||
Payments and payoffs
|
(131
|
)
|
|
(157
|
)
|
||
Charge-offs
|
(7
|
)
|
|
(25
|
)
|
||
No longer reported as troubled debt restructuring
|
(20
|
)
|
|
(4
|
)
|
||
Sales and other
|
(8
|
)
|
|
(29
|
)
|
||
Balance at end of year
|
$
|
202
|
|
|
$
|
226
|
|
(Dollar amounts in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans and leases outstanding (net of unearned income)
|
$
|
46,714
|
|
|
$
|
44,780
|
|
|
$
|
42,649
|
|
|
$
|
40,650
|
|
|
$
|
40,064
|
|
Average loans and leases outstanding, (net of unearned income)
|
$
|
45,425
|
|
|
$
|
43,501
|
|
|
$
|
42,062
|
|
|
$
|
40,171
|
|
|
$
|
39,522
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of year
|
$
|
518
|
|
|
$
|
567
|
|
|
$
|
606
|
|
|
$
|
605
|
|
|
$
|
746
|
|
Provision charged to earnings
|
(39
|
)
|
|
24
|
|
|
93
|
|
|
40
|
|
|
(98
|
)
|
|||||
Adjustment for FDIC-supported/PCI loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
46
|
|
|
118
|
|
|
170
|
|
|
111
|
|
|
77
|
|
|||||
Commercial real estate
|
5
|
|
|
9
|
|
|
12
|
|
|
14
|
|
|
15
|
|
|||||
Consumer
|
18
|
|
|
17
|
|
|
16
|
|
|
14
|
|
|
14
|
|
|||||
Total
|
69
|
|
|
144
|
|
|
198
|
|
|
139
|
|
|
106
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
68
|
|
|
46
|
|
|
43
|
|
|
55
|
|
|
41
|
|
|||||
Commercial real estate
|
9
|
|
|
14
|
|
|
14
|
|
|
35
|
|
|
12
|
|
|||||
Consumer
|
8
|
|
|
11
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|||||
Total
|
85
|
|
|
71
|
|
|
66
|
|
|
100
|
|
|
64
|
|
|||||
Net loan and lease charge-offs
|
(16
|
)
|
|
73
|
|
|
132
|
|
|
39
|
|
|
42
|
|
|||||
Balance at end of year
|
$
|
495
|
|
|
$
|
518
|
|
|
$
|
567
|
|
|
$
|
606
|
|
|
$
|
605
|
|
Ratio of net charge-offs to average loans and leases
|
(0.04
|
)%
|
|
0.17
|
%
|
|
0.31
|
%
|
|
0.10
|
%
|
|
0.11
|
%
|
|||||
Ratio of allowance for loan losses to net loans and leases, on December 31,
|
1.06
|
%
|
|
1.16
|
%
|
|
1.33
|
%
|
|
1.49
|
%
|
|
1.51
|
%
|
|||||
Ratio of allowance for loan losses to nonaccrual loans, on December 31,
|
196
|
%
|
|
129
|
%
|
|
107
|
%
|
|
173
|
%
|
|
197
|
%
|
|||||
Ratio of allowance for loan losses to nonaccrual loans and accruing loans past due 90 days or more, on December 31,
|
193
|
%
|
|
122
|
%
|
|
101
|
%
|
|
159
|
%
|
|
180
|
%
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
(Dollar amounts in millions)
|
% of total loans
|
|
Allocation of allowance
|
|
% of total loans
|
|
Allocation of allowance
|
|
% of total loans
|
|
Allocation of allowance
|
|
% of total loans
|
|
Allocation of allowance
|
|
% of total loans
|
|
Allocation of allowance
|
|||||||||||||||
Loan segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
51.7
|
%
|
|
$
|
331
|
|
|
51.2
|
%
|
|
$
|
371
|
|
|
50.6
|
%
|
|
$
|
420
|
|
|
52.9
|
%
|
|
$
|
454
|
|
|
53.5
|
%
|
|
$
|
413
|
|
Commercial real estate
|
23.8
|
|
|
110
|
|
|
24.8
|
|
|
103
|
|
|
26.6
|
|
|
116
|
|
|
25.5
|
|
|
114
|
|
|
25.3
|
|
|
145
|
|
|||||
Consumer
|
24.5
|
|
|
54
|
|
|
24.0
|
|
|
44
|
|
|
22.8
|
|
|
31
|
|
|
21.6
|
|
|
38
|
|
|
21.2
|
|
|
47
|
|
|||||
Total
|
100.0
|
%
|
|
$
|
495
|
|
|
100.0
|
%
|
|
$
|
518
|
|
|
100.0
|
%
|
|
$
|
567
|
|
|
100.0
|
%
|
|
$
|
606
|
|
|
100.0
|
%
|
|
$
|
605
|
|
|
|
December 31, 2018
|
|||||||||||||
|
|
Parallel shift in rates (in bps)
1
|
|||||||||||||
Repricing scenario
|
|
-100
|
|
0
|
|
+100
|
|
+200
|
|
+300
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings at Risk
|
|
(5.3
|
)%
|
|
—
|
%
|
|
3.4
|
%
|
|
5.1
|
%
|
|
10.1
|
%
|
1
|
Assumes rates cannot go below zero in the negative rate shift.
|
|
|
December 31, 2017
|
|||||||||||||
|
|
Parallel shift in rates (in bps)
1
|
|||||||||||||
Repricing scenario
|
|
-100
|
|
0
|
|
+100
|
|
+200
|
|
+300
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings at Risk
|
|
(2.7
|
)%
|
|
—
|
%
|
|
2.8
|
%
|
|
5.4
|
%
|
|
7.8
|
%
|
1
|
Assumes rates cannot go below zero in the negative rate shift.
|
|
|
December 31, 2018
|
|||||||||||||
|
|
Parallel shift in rates (in bps)
1
|
|||||||||||||
Repricing scenario
|
|
-100 bps
|
|
0 bps
|
|
+100 bps
|
|
+200 bps
|
|
+300 bps
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Economic Value of Equity
|
|
(2.5
|
)%
|
|
—
|
%
|
|
(2.1
|
)%
|
|
(5.6
|
)%
|
|
(5.4
|
)%
|
1
|
Assumes rates cannot go below zero in the negative rate shift.
|
|
|
December 31, 2017
|
|||||||||||||
|
|
Parallel shift in rates (in bps)
1
|
|||||||||||||
Repricing scenario
|
|
-100 bps
|
|
0 bps
|
|
+100 bps
|
|
+200 bps
|
|
+300 bps
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Economic Value of Equity
|
|
0.2
|
%
|
|
—
|
%
|
|
0.5
|
%
|
|
0.3
|
%
|
|
0.2
|
%
|
1
|
Assumes rates cannot go below zero in the negative rate shift.
|
as of February 8, 2019:
|
||||||||
Rating agency
|
|
Outlook
|
|
Long-term issuer/senior
debt rating
|
|
Subordinated debt rating
|
|
Short-term debt rating
|
|
|
|
|
|
|
|
|
|
S&P
|
|
Stable
|
|
BBB+
|
|
BBB
|
|
A-2
|
Fitch
|
|
Positive
|
|
BBB
|
|
BBB-
|
|
F2
|
Kroll
|
|
Stable
|
|
A-
|
|
BBB+
|
|
K2
|
(In millions)
|
One year or less
|
|
Over one year through three years
|
|
Over three years through five years
|
|
Over five years
|
|
Indeterminable maturity
1
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits
|
$
|
3,791
|
|
|
$
|
432
|
|
|
$
|
113
|
|
|
$
|
—
|
|
|
$
|
49,765
|
|
|
$
|
54,101
|
|
Net unfunded commitments to extend credit
|
6,302
|
|
|
5,727
|
|
|
3,770
|
|
|
5,655
|
|
|
—
|
|
|
21,454
|
|
||||||
Standby letters of credit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial
|
411
|
|
|
79
|
|
|
15
|
|
|
150
|
|
|
—
|
|
|
655
|
|
||||||
Performance
|
166
|
|
|
30
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
199
|
|
||||||
Commercial letters of credit
|
15
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Commitments to make venture and other noninterest-bearing investments
2
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
Federal funds and other short-term borrowings
|
5,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,653
|
|
||||||
Long-term debt
|
—
|
|
|
502
|
|
|
135
|
|
|
87
|
|
|
—
|
|
|
724
|
|
||||||
Operating leases, net of subleases
|
31
|
|
|
82
|
|
|
64
|
|
|
86
|
|
|
—
|
|
|
263
|
|
||||||
Unrecognized tax benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||
Total contractual obligations
|
$
|
16,399
|
|
|
$
|
6,855
|
|
|
$
|
4,100
|
|
|
$
|
5,978
|
|
|
$
|
49,773
|
|
|
$
|
83,105
|
|
1
|
Indeterminable maturity deposits include noninterest-bearing demand, savings and money market. Unrecognized tax benefits also have an indeterminable maturity.
|
2
|
Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. They have therefore been considered due on demand, maturing in one year or less.
|
•
|
Setting overall capital targets within the Board-approved capital policy, monitoring performance compared to the Bank’s Capital Policy limits, and recommending changes to capital including dividends, common stock repurchases, subordinated debt, and changes in major strategies to maintain the Bank at well-capitalized levels;
|
•
|
Maintaining an adequate capital cushion to withstand adverse stress events while continuing to meet the borrowing needs of its customers, and to provide reasonable assurance of continued access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders; and
|
•
|
Reviewing agency ratings of the Bank.
|
•
|
Maintain sufficient capital to support current needs;
|
•
|
Maintain an adequate capital cushion to withstand future adverse stress events while continuing to meet borrowing needs of its customers; and
|
•
|
Meet fiduciary responsibilities to depositors and bondholders while managing capital distributions to shareholders through dividends and repurchases of common stock so as to be consistent with Federal Reserve guidelines SR 09-04 and 12 U.S.C §§ 56 and 60.
|
Assumed Zions Bancorporation, N.A. Common Stock Market Price
|
|
Diluted Shares (000s)
|
|||
|
|
|
|||
$
|
35.00
|
|
|
0
|
|
40.00
|
|
|
5,310
|
||
45.00
|
|
|
8,143
|
|
|
50.00
|
|
|
10,409
|
||
55.00
|
|
|
12,263
|
|
|
60.00
|
|
|
13,807
|
|
|
65.00
|
|
|
15,115
|
|
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||
|
|
|
|
|
|
||||||
Tangible common equity ratio
1
|
8.9
|
%
|
|
9.3
|
%
|
|
9.5
|
%
|
|||
Tangible equity ratio
1
|
9.7
|
%
|
|
10.2
|
%
|
|
10.6
|
%
|
|||
Average equity to average assets
|
11.4
|
%
|
|
12.0
|
%
|
|
12.8
|
%
|
|||
Basel III risk-based capital ratios
2
:
|
|
|
|
|
|
||||||
Common equity tier 1 capital
|
11.7
|
%
|
|
12.1
|
%
|
|
12.1
|
%
|
|||
Tier 1 leverage
|
10.3
|
%
|
|
10.5
|
%
|
|
11.1
|
%
|
|||
Tier 1 risk-based
|
12.7
|
%
|
|
13.2
|
%
|
|
13.5
|
%
|
|||
Total risk-based
|
13.9
|
%
|
|
14.8
|
%
|
|
15.2
|
%
|
|||
Return on average common equity
|
12.1
|
%
|
|
7.7
|
%
|
|
6.0
|
%
|
|||
Return on average tangible common equity
1
|
14.2
|
%
|
|
9.0
|
%
|
|
7.1
|
%
|
|||
Capital distributions:
|
|
|
|
|
|
||||||
Common dividends paid
|
$
|
202
|
|
|
$
|
89
|
|
|
$
|
58
|
|
Bank common stock repurchased - from publicly announced plans
|
670
|
|
|
320
|
|
|
90
|
|
|||
Total capital distributed to common shareholders
|
$
|
872
|
|
|
$
|
409
|
|
|
$
|
148
|
|
Capital distributed as a percentage of net earnings applicable to common shareholders
|
103
|
%
|
|
74
|
%
|
|
36
|
%
|
1
|
See “GAAP to Non-GAAP Reconciliations” on page
5
for more information regarding these ratios.
|
2
|
Based on the applicable phase-in periods.
|
•
|
selection of comparable publicly-traded companies based on location, size, and business focus and composition;
|
•
|
selection of market comparable acquisition transactions based on location, size, business focus and composition, and date of the transaction;
|
•
|
the discount rate, which is based on the Bank’s estimate of its cost of equity capital;
|
•
|
the projections of future earnings and cash flows of the reporting unit;
|
•
|
the relative weight given to the valuations derived by the three methods described; and
|
•
|
the control premium associated with reporting units.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
(In millions, shares in thousands)
|
December 31,
|
||||||
2018
|
|
2017
|
|||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
614
|
|
|
$
|
548
|
|
Money market investments:
|
|
|
|
||||
Interest-bearing deposits
|
619
|
|
|
782
|
|
||
Federal funds sold and security resell agreements
|
1,461
|
|
|
514
|
|
||
Investment securities:
|
|
|
|
||||
Held-to-maturity, at amortized cost (approximate fair value $767 and $762)
|
774
|
|
|
770
|
|
||
Available-for-sale, at fair value
|
14,737
|
|
|
15,161
|
|
||
Trading account, at fair value
|
106
|
|
|
148
|
|
||
Total investment securities
|
15,617
|
|
|
16,079
|
|
||
Loans held for sale
|
93
|
|
|
44
|
|
||
Loans and leases, net of unearned income and fees
|
46,714
|
|
|
44,780
|
|
||
Less allowance for loan losses
|
495
|
|
|
518
|
|
||
Loans, net of allowance
|
46,219
|
|
|
44,262
|
|
||
Other noninterest-bearing investments
|
1,046
|
|
|
1,029
|
|
||
Premises, equipment and software, net
|
1,124
|
|
|
1,094
|
|
||
Goodwill and intangibles
|
1,015
|
|
|
1,016
|
|
||
Other real estate owned
|
4
|
|
|
4
|
|
||
Other assets
|
934
|
|
|
916
|
|
||
Total assets
|
$
|
68,746
|
|
|
$
|
66,288
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing demand
|
$
|
23,645
|
|
|
$
|
23,886
|
|
Interest-bearing:
|
|
|
|
||||
Savings and money market
|
26,120
|
|
|
25,620
|
|
||
Time
|
4,336
|
|
|
3,115
|
|
||
Total deposits
|
54,101
|
|
|
52,621
|
|
||
Federal funds and other short-term borrowings
|
5,653
|
|
|
4,976
|
|
||
Long-term debt
|
724
|
|
|
383
|
|
||
Reserve for unfunded lending commitments
|
57
|
|
|
58
|
|
||
Other liabilities
|
633
|
|
|
571
|
|
||
Total liabilities
|
61,168
|
|
|
58,609
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, without par value; authorized 4,400 shares
|
566
|
|
|
566
|
|
||
Common stock ($0.001 par value; authorized 350,000 shares; issued and outstanding 187,554 and 197,532 shares)
|
—
|
|
|
4,445
|
|
||
Additional paid-in-capital
|
3,806
|
|
|
—
|
|
||
Retained earnings
|
3,456
|
|
|
2,807
|
|
||
Accumulated other comprehensive income (loss)
|
(250
|
)
|
|
(139
|
)
|
||
Total shareholders’ equity
|
7,578
|
|
|
7,679
|
|
||
Total liabilities and shareholders’ equity
|
$
|
68,746
|
|
|
$
|
66,288
|
|
(In millions, except shares and per share amounts)
|
Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Interest income:
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
2,102
|
|
|
$
|
1,847
|
|
|
$
|
1,729
|
|
Interest on money market investments
|
29
|
|
|
19
|
|
|
21
|
|
|||
Interest on securities
|
350
|
|
|
326
|
|
|
204
|
|
|||
Total interest income
|
2,481
|
|
|
2,192
|
|
|
1,954
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Interest on deposits
|
135
|
|
|
59
|
|
|
49
|
|
|||
Interest on short- and long-term borrowings
|
116
|
|
|
68
|
|
|
38
|
|
|||
Total interest expense
|
251
|
|
|
127
|
|
|
87
|
|
|||
Net interest income
|
2,230
|
|
|
2,065
|
|
|
1,867
|
|
|||
Provision for loan losses
|
(39
|
)
|
|
24
|
|
|
93
|
|
|||
Net interest income after provision for loan losses
|
2,269
|
|
|
2,041
|
|
|
1,774
|
|
|||
Noninterest income:
|
|
|
|
|
|
||||||
Service charges and fees on deposit accounts
|
166
|
|
|
171
|
|
|
171
|
|
|||
Other service charges, commissions and fees
|
228
|
|
|
217
|
|
|
208
|
|
|||
Wealth management and trust income
|
51
|
|
|
42
|
|
|
37
|
|
|||
Loan sales and servicing income
|
25
|
|
|
25
|
|
|
35
|
|
|||
Capital markets and foreign exchange
|
31
|
|
|
30
|
|
|
22
|
|
|||
Customer-related fees
|
501
|
|
|
485
|
|
|
473
|
|
|||
Dividends and other investment income
|
43
|
|
|
40
|
|
|
24
|
|
|||
Securities gains, net
|
1
|
|
|
14
|
|
|
7
|
|
|||
Other
|
7
|
|
|
5
|
|
|
12
|
|
|||
Total noninterest income
|
552
|
|
|
544
|
|
|
516
|
|
|||
Noninterest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
1,070
|
|
|
1,006
|
|
|
978
|
|
|||
Occupancy, net
|
132
|
|
|
129
|
|
|
125
|
|
|||
Furniture, equipment and software, net
|
126
|
|
|
130
|
|
|
125
|
|
|||
Other real estate expense, net
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Credit-related expense
|
25
|
|
|
29
|
|
|
25
|
|
|||
Provision for unfunded lending commitments
|
(1
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|||
Professional and legal services
|
52
|
|
|
57
|
|
|
56
|
|
|||
Advertising
|
26
|
|
|
22
|
|
|
22
|
|
|||
FDIC premiums
|
50
|
|
|
53
|
|
|
40
|
|
|||
Other
|
197
|
|
|
231
|
|
|
226
|
|
|||
Total noninterest expense
|
1,678
|
|
|
1,649
|
|
|
1,585
|
|
|||
Income before income taxes
|
1,143
|
|
|
936
|
|
|
705
|
|
|||
Income taxes
|
259
|
|
|
344
|
|
|
236
|
|
|||
Net income
|
884
|
|
|
592
|
|
|
469
|
|
|||
Preferred stock dividends
|
(34
|
)
|
|
(40
|
)
|
|
(48
|
)
|
|||
Preferred stock redemption
|
—
|
|
|
(2
|
)
|
|
(10
|
)
|
|||
Net earnings applicable to common shareholders
|
$
|
850
|
|
|
$
|
550
|
|
|
$
|
411
|
|
Weighted average common shares outstanding during the year:
|
|
|
|
|
|
||||||
Basic shares (in thousands)
|
193,589
|
|
|
200,776
|
|
|
203,855
|
|
|||
Diluted shares (in thousands)
|
206,501
|
|
|
209,653
|
|
|
204,269
|
|
|||
Net earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.36
|
|
|
$
|
2.71
|
|
|
$
|
2.00
|
|
Diluted
|
4.08
|
|
|
2.60
|
|
|
1.99
|
|
(In millions)
|
Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
884
|
|
|
$
|
592
|
|
|
$
|
469
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net unrealized holding losses on investment securities
|
(113
|
)
|
|
(2
|
)
|
|
(74
|
)
|
|||
Net unrealized gains on other noninterest-bearing investments
|
2
|
|
|
3
|
|
|
2
|
|
|||
Net unrealized holding gains (losses) on derivative instruments
|
(4
|
)
|
|
(3
|
)
|
|
5
|
|
|||
Reclassification adjustment for increase in interest income recognized in earnings on derivative instruments
|
3
|
|
|
(2
|
)
|
|
(7
|
)
|
|||
Pension and postretirement
|
1
|
|
|
12
|
|
|
7
|
|
|||
Effect of new tax rates from Tax Cuts and Jobs Act of 2017
|
—
|
|
|
(25
|
)
|
|
—
|
|
|||
Other comprehensive loss
|
(111
|
)
|
|
(17
|
)
|
|
(67
|
)
|
|||
Comprehensive income
|
$
|
773
|
|
|
$
|
575
|
|
|
$
|
402
|
|
(In millions, except shares
and per share amounts)
|
Preferred
stock
|
|
Common stock
|
|
Accumulated Paid-in Capital
|
|
Retained earnings
|
|
Accumulated
other comprehensive income (loss) |
|
Total
shareholders’ equity
|
|||||||||||||||
Shares
(in thousands)
|
|
Amount
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2015
|
$
|
828
|
|
|
204,417
|
|
|
$
|
4,767
|
|
|
$
|
—
|
|
|
$
|
1,967
|
|
|
$
|
(55
|
)
|
|
$
|
7,507
|
|
Net income
|
|
|
|
|
|
|
|
|
469
|
|
|
|
|
469
|
|
|||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
(67
|
)
|
|
(67
|
)
|
|||||||||||
Preferred stock redemption
|
(118
|
)
|
|
|
|
2
|
|
|
|
|
(10
|
)
|
|
|
|
(126
|
)
|
|||||||||
Bank common stock repurchased
|
|
|
|
(3,149
|
)
|
|
(97
|
)
|
|
|
|
|
|
|
|
(97
|
)
|
|||||||||
Net activity under employee plans and related tax benefits
|
|
|
1,817
|
|
|
53
|
|
|
|
|
|
|
|
|
53
|
|
||||||||||
Dividends on preferred stock
|
|
|
|
|
|
|
|
|
(48
|
)
|
|
|
|
(48
|
)
|
|||||||||||
Dividends on common stock, $0.28 per share
|
|
|
|
|
|
|
|
|
(58
|
)
|
|
|
|
(58
|
)
|
|||||||||||
Change in deferred compensation
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|||||||||||
Balance at December 31, 2016
|
710
|
|
|
203,085
|
|
|
4,725
|
|
|
—
|
|
|
2,321
|
|
|
(122
|
)
|
|
7,634
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
592
|
|
|
|
|
592
|
|
|||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
8
|
|
|||||||||||
Preferred stock redemption
|
(144
|
)
|
|
|
|
2
|
|
|
|
|
(2
|
)
|
|
|
|
(144
|
)
|
|||||||||
Bank common stock repurchased
|
|
|
|
(7,299
|
)
|
|
(332
|
)
|
|
|
|
|
|
|
|
(332
|
)
|
|||||||||
Net activity under employee plans and related tax benefits
|
|
|
1,746
|
|
|
50
|
|
|
|
|
|
|
|
|
50
|
|
||||||||||
Dividends on preferred stock
|
|
|
|
|
|
|
|
|
|
(40
|
)
|
|
|
|
(40
|
)
|
||||||||||
Dividends on common stock, $0.44 per share
|
|
|
|
|
|
|
|
|
(89
|
)
|
|
|
|
(89
|
)
|
|||||||||||
Effect of new tax rates from Tax Cuts and Jobs Act of 2017
|
|
|
|
|
|
|
|
|
25
|
|
|
(25
|
)
|
|
—
|
|
||||||||||
Balance at December 31, 2017
|
566
|
|
|
197,532
|
|
|
4,445
|
|
|
—
|
|
|
2,807
|
|
|
(139
|
)
|
|
7,679
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
884
|
|
|
|
|
884
|
|
|||||||||||
Merger of Bank Holding Company into Bank
|
|
|
|
|
(4,052
|
)
|
|
4,052
|
|
|
|
|
|
|
—
|
|
||||||||||
Cumulative effect adjustment, adoption of ASU 2014-09, Revenue from Contracts with Customers
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
(111
|
)
|
|
(111
|
)
|
|||||||||||
Bank common stock repurchased
|
|
|
(13,198
|
)
|
|
(434
|
)
|
|
(250
|
)
|
|
|
|
|
|
(684
|
)
|
|||||||||
Net shares issued from stock warrant exercises
|
|
|
|
1,770
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Net activity under employee plans and related tax benefits
|
|
|
1,450
|
|
|
41
|
|
|
4
|
|
|
|
|
|
|
45
|
|
|||||||||
Dividends on preferred stock
|
|
|
|
|
|
|
|
|
(34
|
)
|
|
|
|
(34
|
)
|
|||||||||||
Dividends on common stock, $1.04 per share
|
|
|
|
|
|
|
|
|
(202
|
)
|
|
|
|
(202
|
)
|
|||||||||||
Balance at December 31, 2018
|
$
|
566
|
|
|
187,554
|
|
|
$
|
—
|
|
|
$
|
3,806
|
|
|
$
|
3,456
|
|
|
$
|
(250
|
)
|
|
$
|
7,578
|
|
(In millions)
|
Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
884
|
|
|
$
|
592
|
|
|
$
|
469
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
(40
|
)
|
|
17
|
|
|
83
|
|
|||
Depreciation and amortization
|
193
|
|
|
179
|
|
|
123
|
|
|||
Share-based compensation
|
26
|
|
|
25
|
|
|
26
|
|
|||
Securities gains, net
|
(1
|
)
|
|
(14
|
)
|
|
(7
|
)
|
|||
Deferred income tax expense (benefit)
|
—
|
|
|
154
|
|
|
(8
|
)
|
|||
Net decrease (increase) in trading securities
|
42
|
|
|
(33
|
)
|
|
(67
|
)
|
|||
Net decrease in loans held for sale
|
9
|
|
|
97
|
|
|
1
|
|
|||
Change in other liabilities
|
74
|
|
|
29
|
|
|
1
|
|
|||
Change in other assets
|
14
|
|
|
(89
|
)
|
|
(10
|
)
|
|||
Other, net
|
(25
|
)
|
|
(29
|
)
|
|
(15
|
)
|
|||
Net cash provided by operating activities
|
1,176
|
|
|
928
|
|
|
596
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Net decrease (increase) in money market investments
|
(784
|
)
|
|
683
|
|
|
4,749
|
|
|||
Proceeds from maturities and paydowns of investment securities held-to-maturity
|
361
|
|
|
314
|
|
|
94
|
|
|||
Purchases of investment securities held-to-maturity
|
(365
|
)
|
|
(216
|
)
|
|
(416
|
)
|
|||
Proceeds from sales, maturities, and paydowns of investment securities
available-for-sale
|
3,061
|
|
|
2,412
|
|
|
3,787
|
|
|||
Purchases of investment securities available-for-sale
|
(2,927
|
)
|
|
(4,719
|
)
|
|
(9,359
|
)
|
|||
Net change in loans and leases
|
(1,943
|
)
|
|
(2,135
|
)
|
|
(2,102
|
)
|
|||
Purchases and sales of other noninterest-bearing investments
|
14
|
|
|
(105
|
)
|
|
(20
|
)
|
|||
Purchases of premises and equipment
|
(129
|
)
|
|
(169
|
)
|
|
(196
|
)
|
|||
Proceeds from sales of other real estate owned
|
6
|
|
|
8
|
|
|
20
|
|
|||
Other, net
|
—
|
|
|
8
|
|
|
7
|
|
|||
Net cash used in investing activities
|
(2,706
|
)
|
|
(3,919
|
)
|
|
(3,436
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net increase (decrease) in deposits
|
1,484
|
|
|
(614
|
)
|
|
2,883
|
|
|||
Net change in short-term funds borrowed
|
2,677
|
|
|
2,149
|
|
|
480
|
|
|||
Proceeds from debt over 90 days and up to one year
|
—
|
|
|
5,100
|
|
|
—
|
|
|||
Repayments of debt over 90 days and up to one year
|
(2,000
|
)
|
|
(3,100
|
)
|
|
—
|
|
|||
Cash paid for preferred stock redemptions
|
—
|
|
|
(144
|
)
|
|
(126
|
)
|
|||
Repayments of long-term debt
|
(162
|
)
|
|
(153
|
)
|
|
(280
|
)
|
|||
Proceeds from the issuance of long-term debt
|
497
|
|
|
—
|
|
|
—
|
|
|||
Bank common stock repurchased
|
(684
|
)
|
|
(332
|
)
|
|
(97
|
)
|
|||
Proceeds from the issuance of common stock
|
20
|
|
|
25
|
|
|
25
|
|
|||
Dividends paid on common and preferred stock
|
(236
|
)
|
|
(129
|
)
|
|
(108
|
)
|
|||
Other, net
|
—
|
|
|
—
|
|
|
2
|
|
|||
Net cash provided by financing activities
|
1,596
|
|
|
2,802
|
|
|
2,779
|
|
|||
Net increase (decrease) in cash and due from banks
|
66
|
|
|
(189
|
)
|
|
(61
|
)
|
|||
Cash and due from banks at beginning of year
|
548
|
|
|
737
|
|
|
798
|
|
|||
Cash and due from banks at end of year
|
$
|
614
|
|
|
$
|
548
|
|
|
$
|
737
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
237
|
|
|
$
|
118
|
|
|
$
|
83
|
|
Net cash paid for income taxes
|
207
|
|
|
246
|
|
|
214
|
|
|||
Noncash activities are summarized as follows:
|
|
|
|
|
|
||||||
Loans held for investment transferred to other real estate owned
|
8
|
|
|
6
|
|
|
15
|
|
|||
Loans held for investment reclassified to loans held for sale, net
|
111
|
|
|
25
|
|
|
50
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
3.
|
FAIR VALUE
|
(In millions)
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury, agencies and corporations
|
$
|
40
|
|
|
$
|
13,385
|
|
|
$
|
—
|
|
|
$
|
13,425
|
|
Municipal securities
|
|
|
1,291
|
|
|
|
|
|
1,291
|
|
|||||
Other debt securities
|
|
|
21
|
|
|
|
|
|
21
|
|
|||||
Total Available-for-sale
|
40
|
|
|
14,697
|
|
|
—
|
|
|
14,737
|
|
||||
Trading account
|
14
|
|
|
92
|
|
|
|
|
106
|
|
|||||
Other noninterest-bearing investments:
|
|
|
|
|
|
|
|
||||||||
Bank-owned life insurance
|
|
|
516
|
|
|
|
|
516
|
|
||||||
Private equity investments
|
|
|
|
|
102
|
|
|
102
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Agriculture loan servicing and interest-only strips
|
|
|
|
|
18
|
|
|
18
|
|
||||||
Deferred compensation plan assets
|
95
|
|
|
|
|
|
|
95
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
1
|
|
|
|
|
1
|
|
||||||
Interest rate swaps for customers
|
|
|
40
|
|
|
|
|
40
|
|
||||||
Foreign currency exchange contracts
|
4
|
|
|
|
|
|
|
4
|
|
||||||
Total Assets
|
$
|
153
|
|
|
$
|
15,346
|
|
|
$
|
120
|
|
|
$
|
15,619
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan obligations
|
95
|
|
|
|
|
|
|
95
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
1
|
|
|
|
|
1
|
|
||||||
Interest rate swaps for customers
|
|
|
36
|
|
|
|
|
36
|
|
||||||
Foreign currency exchange contracts
|
2
|
|
|
|
|
|
|
2
|
|
||||||
Total Liabilities
|
$
|
182
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
219
|
|
(In millions)
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury, agencies and corporations
|
$
|
25
|
|
|
$
|
13,706
|
|
|
$
|
—
|
|
|
$
|
13,731
|
|
Municipal securities
|
|
|
1,334
|
|
|
|
|
|
1,334
|
|
|||||
Other debt securities
|
|
|
24
|
|
|
|
|
|
24
|
|
|||||
Money market mutual funds and other
|
71
|
|
|
1
|
|
|
|
|
72
|
|
|||||
Total Available-for-sale
|
96
|
|
|
15,065
|
|
|
—
|
|
|
15,161
|
|
||||
Trading account
|
|
|
148
|
|
|
|
|
148
|
|
||||||
Other noninterest-bearing investments:
|
|
|
|
|
|
|
|
||||||||
Bank-owned life insurance
|
|
|
507
|
|
|
|
|
507
|
|
||||||
Private equity investments
|
|
|
|
|
|
95
|
|
|
95
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|||||||
Agriculture loan servicing and interest-only strips
|
|
|
|
|
18
|
|
|
18
|
|
||||||
Deferred compensation plan assets
|
102
|
|
|
|
|
|
|
102
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
1
|
|
|
|
|
1
|
|
||||||
Interest rate swaps for customers
|
|
|
28
|
|
|
|
|
28
|
|
||||||
Foreign currency exchange contracts
|
9
|
|
|
|
|
|
|
9
|
|
||||||
Total Assets
|
$
|
207
|
|
|
$
|
15,749
|
|
|
$
|
113
|
|
|
$
|
16,069
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95
|
|
Other liabilities:
|
|
|
|
|
|
|
|
|
|||||||
Deferred compensation plan obligations
|
102
|
|
|
|
|
|
|
102
|
|
||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps for customers
|
|
|
33
|
|
|
|
|
33
|
|
||||||
Foreign currency exchange contracts
|
7
|
|
|
|
|
|
|
7
|
|
||||||
Total Liabilities
|
$
|
204
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
237
|
|
|
Level 3 Instruments
|
||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In millions)
|
Private
equity investments |
|
Ag loan svcg and int-only strips
|
|
Private
equity investments |
|
Ag loan svcg and int-only strips
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of year
|
$
|
95
|
|
|
$
|
18
|
|
|
$
|
73
|
|
|
$
|
20
|
|
Securities gains, net
|
2
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Other noninterest income
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
||||
Purchases
|
11
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Redemptions and paydowns
|
(6
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(1
|
)
|
||||
Balance at end of year
|
$
|
102
|
|
|
$
|
18
|
|
|
$
|
95
|
|
|
$
|
18
|
|
(In millions)
|
Year Ended
December 31,
|
||||||
2018
|
|
2017
|
|||||
|
|
|
|
||||
Securities gains (losses), net
|
$
|
(1
|
)
|
|
$
|
3
|
|
(In millions)
|
Fair value at December 31, 2018
|
|
Gains (losses) from
fair value changes Year Ended December 31, 2018 |
||||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Private equity investments, carried at cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Impaired loans
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
(13
|
)
|
|||||
Other real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Total
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
1
|
|
|
$
|
33
|
|
|
$
|
(14
|
)
|
(In millions)
|
Fair value at December 31, 2017
|
|
Gains (losses) from
fair value changes Year Ended December 31, 2017 |
||||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Private equity investments, carried at cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Impaired loans
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
(5
|
)
|
|||||
Other real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
(6
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||
(In millions)
|
Carrying
value
|
|
Estimated
fair value
|
|
Level
|
|
Carrying
value
|
|
Estimated
fair value
|
|
Level
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Held-to-maturity investment securities
|
$
|
774
|
|
|
$
|
767
|
|
|
2
|
|
$
|
770
|
|
|
$
|
762
|
|
|
2
|
Loans and leases (including loans held for sale), net of allowance
|
46,312
|
|
|
45,251
|
|
|
3
|
|
44,306
|
|
|
44,226
|
|
|
3
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
4,336
|
|
|
4,319
|
|
|
2
|
|
3,115
|
|
|
3,099
|
|
|
2
|
||||
Long-term debt
|
724
|
|
|
727
|
|
|
2
|
|
383
|
|
|
402
|
|
|
2
|
4.
|
OFFSETTING ASSETS AND LIABILITIES
|
|
|
December 31, 2018
|
||||||||||||||||||||||
(In millions)
|
|
|
|
|
|
|
|
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
|
|
$
|
1,461
|
|
|
$
|
—
|
|
|
$
|
1,461
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,461
|
|
Derivatives (included in other assets)
|
|
45
|
|
|
—
|
|
|
45
|
|
|
(35
|
)
|
|
(3
|
)
|
|
7
|
|
||||||
Total assets
|
|
$
|
1,506
|
|
|
$
|
—
|
|
|
$
|
1,506
|
|
|
$
|
(35
|
)
|
|
$
|
(3
|
)
|
|
$
|
1,468
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal funds and other short-term borrowings
|
|
$
|
5,653
|
|
|
$
|
—
|
|
|
$
|
5,653
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,653
|
|
Derivatives (included in other liabilities)
|
|
39
|
|
|
—
|
|
|
39
|
|
|
(35
|
)
|
|
(1
|
)
|
|
3
|
|
||||||
Total liabilities
|
|
$
|
5,692
|
|
|
$
|
—
|
|
|
$
|
5,692
|
|
|
$
|
(35
|
)
|
|
$
|
(1
|
)
|
|
$
|
5,656
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||
(In millions)
|
|
|
|
|
|
|
|
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
|
|
$
|
809
|
|
|
$
|
(295
|
)
|
|
$
|
514
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
514
|
|
Derivatives (included in other assets)
|
|
38
|
|
|
—
|
|
|
38
|
|
|
(9
|
)
|
|
(1
|
)
|
|
28
|
|
||||||
Total assets
|
|
$
|
847
|
|
|
$
|
(295
|
)
|
|
$
|
552
|
|
|
$
|
(9
|
)
|
|
$
|
(1
|
)
|
|
$
|
542
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal funds and other short-term borrowings
|
|
$
|
5,271
|
|
|
$
|
(295
|
)
|
|
$
|
4,976
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,976
|
|
Derivatives (included in other liabilities)
|
|
40
|
|
|
—
|
|
|
40
|
|
|
(9
|
)
|
|
(6
|
)
|
|
25
|
|
||||||
Total liabilities
|
|
$
|
5,311
|
|
|
$
|
(295
|
)
|
|
$
|
5,016
|
|
|
$
|
(9
|
)
|
|
$
|
(6
|
)
|
|
$
|
5,001
|
|
5.
|
INVESTMENTS
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair value
|
||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
$
|
774
|
|
|
$
|
4
|
|
|
$
|
11
|
|
|
$
|
767
|
|
Available-for-sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
||||||||
Agency securities
|
1,394
|
|
|
—
|
|
|
19
|
|
|
1,375
|
|
||||
Agency guaranteed mortgage-backed securities
|
10,236
|
|
|
18
|
|
|
240
|
|
|
10,014
|
|
||||
Small Business Administration loan-backed securities
|
2,042
|
|
|
1
|
|
|
47
|
|
|
1,996
|
|
||||
Municipal securities
|
1,303
|
|
|
4
|
|
|
16
|
|
|
1,291
|
|
||||
Other debt securities
|
25
|
|
|
—
|
|
|
4
|
|
|
21
|
|
||||
Total available-for-sale debt securities
|
15,040
|
|
|
23
|
|
|
326
|
|
|
14,737
|
|
||||
Money market mutual funds and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total available-for-sale
|
15,040
|
|
|
23
|
|
|
326
|
|
|
14,737
|
|
||||
Total investment securities
|
$
|
15,814
|
|
|
$
|
27
|
|
|
$
|
337
|
|
|
$
|
15,504
|
|
|
December 31, 2017
|
||||||||||||||
(In millions)
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Estimated
fair value |
||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
$
|
770
|
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
762
|
|
Available-for-sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
||||||||
Agency securities
|
1,830
|
|
|
1
|
|
|
13
|
|
|
1,818
|
|
||||
Agency guaranteed mortgage-backed securities
|
9,798
|
|
|
9
|
|
|
141
|
|
|
9,666
|
|
||||
Small Business Administration loan-backed securities
|
2,227
|
|
|
10
|
|
|
15
|
|
|
2,222
|
|
||||
Municipal securities
|
1,336
|
|
|
9
|
|
|
11
|
|
|
1,334
|
|
||||
Other debt securities
|
25
|
|
|
—
|
|
|
1
|
|
|
24
|
|
||||
Total available-for-sale debt securities
|
15,241
|
|
|
29
|
|
|
181
|
|
|
15,089
|
|
||||
Money market mutual funds and other
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||
Total available-for-sale
|
15,313
|
|
|
29
|
|
|
181
|
|
|
15,161
|
|
||||
Total investment securities
|
$
|
16,083
|
|
|
$
|
34
|
|
|
$
|
194
|
|
|
$
|
15,923
|
|
|
Held-to-maturity
|
|
Available-for-sale
|
||||||||||||
(In millions)
|
Amortized
cost
|
|
Estimated
fair value
|
|
Amortized
cost
|
|
Estimated
fair value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
$
|
242
|
|
|
$
|
242
|
|
|
$
|
1,955
|
|
|
$
|
1,916
|
|
Due after one year through five years
|
344
|
|
|
341
|
|
|
5,806
|
|
|
5,690
|
|
||||
Due after five years through ten years
|
135
|
|
|
133
|
|
|
4,608
|
|
|
4,520
|
|
||||
Due after ten years
|
53
|
|
|
51
|
|
|
2,671
|
|
|
2,611
|
|
||||
Total
|
$
|
774
|
|
|
$
|
767
|
|
|
$
|
15,040
|
|
|
$
|
14,737
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
(In millions)
|
Gross
unrealized
losses
|
|
Estimated
fair value
|
|
Gross
unrealized
losses
|
|
Estimated
fair value
|
|
Gross
unrealized
losses
|
|
Estimated
fair value
|
||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Municipal securities
|
$
|
1
|
|
|
$
|
86
|
|
|
$
|
10
|
|
|
$
|
438
|
|
|
$
|
11
|
|
|
$
|
524
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency securities
|
2
|
|
|
245
|
|
|
17
|
|
|
913
|
|
|
19
|
|
|
1,158
|
|
||||||
Agency guaranteed mortgage-backed securities
|
16
|
|
|
1,081
|
|
|
224
|
|
|
6,661
|
|
|
240
|
|
|
7,742
|
|
||||||
Small Business Administration loan-backed securities
|
19
|
|
|
1,180
|
|
|
28
|
|
|
711
|
|
|
47
|
|
|
1,891
|
|
||||||
Municipal securities
|
2
|
|
|
266
|
|
|
14
|
|
|
641
|
|
|
16
|
|
|
907
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
4
|
|
|
11
|
|
|
4
|
|
|
11
|
|
||||||
Total available-for-sale
|
39
|
|
|
2,772
|
|
|
287
|
|
|
8,937
|
|
|
326
|
|
|
11,709
|
|
||||||
Total
|
$
|
40
|
|
|
$
|
2,858
|
|
|
$
|
297
|
|
|
$
|
9,375
|
|
|
$
|
337
|
|
|
$
|
12,233
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
(In millions)
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Municipal securities
|
$
|
3
|
|
|
$
|
263
|
|
|
$
|
10
|
|
|
$
|
292
|
|
|
$
|
13
|
|
|
$
|
555
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency securities
|
6
|
|
|
808
|
|
|
7
|
|
|
808
|
|
|
13
|
|
|
1,616
|
|
||||||
Agency guaranteed mortgage-backed securities
|
29
|
|
|
3,609
|
|
|
112
|
|
|
4,721
|
|
|
141
|
|
|
8,330
|
|
||||||
Small Business Administration loan-backed securities
|
3
|
|
|
408
|
|
|
12
|
|
|
649
|
|
|
15
|
|
|
1,057
|
|
||||||
Municipal securities
|
6
|
|
|
554
|
|
|
5
|
|
|
230
|
|
|
11
|
|
|
784
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
14
|
|
|
1
|
|
|
14
|
|
||||||
Total available-for-sale
|
44
|
|
|
5,379
|
|
|
137
|
|
|
6,422
|
|
|
181
|
|
|
11,801
|
|
||||||
Total
|
$
|
47
|
|
|
$
|
5,642
|
|
|
$
|
147
|
|
|
$
|
6,714
|
|
|
$
|
194
|
|
|
$
|
12,356
|
|
6.
|
LOANS AND ALLOWANCE FOR CREDIT LOSSES
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Loans held for sale
|
$
|
93
|
|
|
$
|
44
|
|
Commercial:
|
|
|
|
||||
Commercial and industrial
|
$
|
14,513
|
|
|
$
|
14,003
|
|
Leasing
|
327
|
|
|
364
|
|
||
Owner-occupied
|
7,661
|
|
|
7,288
|
|
||
Municipal
|
1,661
|
|
|
1,271
|
|
||
Total commercial
|
24,162
|
|
|
22,926
|
|
||
Commercial real estate:
|
|
|
|
||||
Construction and land development
|
2,186
|
|
|
2,021
|
|
||
Term
|
8,939
|
|
|
9,103
|
|
||
Total commercial real estate
|
11,125
|
|
|
11,124
|
|
||
Consumer:
|
|
|
|
||||
Home equity credit line
|
2,937
|
|
|
2,777
|
|
||
1-4 family residential
|
7,176
|
|
|
6,662
|
|
||
Construction and other consumer real estate
|
643
|
|
|
597
|
|
||
Bankcard and other revolving plans
|
491
|
|
|
509
|
|
||
Other
|
180
|
|
|
185
|
|
||
Total consumer
|
11,427
|
|
|
10,730
|
|
||
Total loans
1
|
$
|
46,714
|
|
|
$
|
44,780
|
|
•
|
Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices;
|
•
|
Changes in international, national, regional, and local economic and business conditions;
|
•
|
Changes in the nature and volume of the portfolio and in the terms of loans;
|
•
|
Changes in the experience, ability, and depth of lending management and other relevant staff;
|
•
|
Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;
|
•
|
Changes in the quality of the loan review system;
|
•
|
Changes in the value of underlying collateral for collateral-dependent loans;
|
•
|
The existence and effect of any concentration of credit, and changes in the level of such concentrations;
|
•
|
The effect of other external factors such as competition and legal and regulatory requirements;
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of year
|
$
|
371
|
|
|
$
|
103
|
|
|
$
|
44
|
|
|
$
|
518
|
|
Provision for loan losses
|
(62
|
)
|
|
3
|
|
|
20
|
|
|
(39
|
)
|
||||
Gross loan and lease charge-offs
|
46
|
|
|
5
|
|
|
18
|
|
|
69
|
|
||||
Recoveries
|
68
|
|
|
9
|
|
|
8
|
|
|
85
|
|
||||
Net loan and lease charge-offs (recoveries)
|
(22
|
)
|
|
(4
|
)
|
|
10
|
|
|
(16
|
)
|
||||
Balance at end of year
|
$
|
331
|
|
|
$
|
110
|
|
|
$
|
54
|
|
|
$
|
495
|
|
Reserve for unfunded lending commitments
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of year
|
$
|
48
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
58
|
|
Provision for unfunded lending commitments
|
(8
|
)
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance at end of year
|
$
|
40
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Total allowance for credit losses
|
|
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
$
|
331
|
|
|
$
|
110
|
|
|
$
|
54
|
|
|
$
|
495
|
|
Reserve for unfunded lending commitments
|
40
|
|
|
17
|
|
|
—
|
|
|
57
|
|
||||
Total allowance for credit losses
|
$
|
371
|
|
|
$
|
127
|
|
|
$
|
54
|
|
|
$
|
552
|
|
|
December 31, 2017
|
||||||||||||||
(In millions)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of year
|
$
|
420
|
|
|
$
|
116
|
|
|
$
|
31
|
|
|
$
|
567
|
|
Provision for loan losses
|
23
|
|
|
(18
|
)
|
|
19
|
|
|
24
|
|
||||
Gross loan and lease charge-offs
|
118
|
|
|
9
|
|
|
17
|
|
|
144
|
|
||||
Recoveries
|
46
|
|
|
14
|
|
|
11
|
|
|
71
|
|
||||
Net loan and lease charge-offs (recoveries)
|
72
|
|
|
(5
|
)
|
|
6
|
|
|
73
|
|
||||
Balance at end of year
|
$
|
371
|
|
|
$
|
103
|
|
|
$
|
44
|
|
|
$
|
518
|
|
Reserve for unfunded lending commitments
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of year
|
$
|
54
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
65
|
|
Provision for unfunded lending commitments
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|
(7
|
)
|
||||
Balance at end of year
|
$
|
48
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
58
|
|
Total allowance for credit losses
|
|
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
$
|
371
|
|
|
$
|
103
|
|
|
$
|
44
|
|
|
$
|
518
|
|
Reserve for unfunded lending commitments
|
48
|
|
|
10
|
|
|
—
|
|
|
58
|
|
||||
Total allowance for credit losses
|
$
|
419
|
|
|
$
|
113
|
|
|
$
|
44
|
|
|
$
|
576
|
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
9
|
|
Collectively evaluated for impairment
|
325
|
|
|
109
|
|
|
52
|
|
|
486
|
|
||||
Purchased loans with evidence of credit deterioration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
331
|
|
|
$
|
110
|
|
|
$
|
54
|
|
|
$
|
495
|
|
Outstanding loan balances
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
164
|
|
|
$
|
55
|
|
|
$
|
72
|
|
|
$
|
291
|
|
Collectively evaluated for impairment
|
23,998
|
|
|
11,070
|
|
|
11,355
|
|
|
46,423
|
|
||||
Purchased loans with evidence of credit deterioration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
24,162
|
|
|
$
|
11,125
|
|
|
$
|
11,427
|
|
|
$
|
46,714
|
|
|
December 31, 2017
|
||||||||||||||
(In millions)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
Total
|
||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
26
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
31
|
|
Collectively evaluated for impairment
|
345
|
|
|
102
|
|
|
40
|
|
|
487
|
|
||||
Purchased loans with evidence of credit deterioration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
371
|
|
|
$
|
103
|
|
|
$
|
44
|
|
|
$
|
518
|
|
Outstanding loan balances
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
314
|
|
|
$
|
69
|
|
|
$
|
76
|
|
|
$
|
459
|
|
Collectively evaluated for impairment
|
22,598
|
|
|
11,048
|
|
|
10,648
|
|
|
44,294
|
|
||||
Purchased loans with evidence of credit deterioration
|
14
|
|
|
7
|
|
|
6
|
|
|
27
|
|
||||
Total
|
$
|
22,926
|
|
|
$
|
11,124
|
|
|
$
|
10,730
|
|
|
$
|
44,780
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||
(In millions)
|
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
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans held for sale
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
14,445
|
|
|
$
|
37
|
|
|
$
|
31
|
|
|
$
|
68
|
|
|
$
|
14,513
|
|
|
$
|
4
|
|
|
$
|
46
|
|
Leasing
|
325
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
327
|
|
|
—
|
|
|
1
|
|
|||||||
Owner-occupied
|
7,621
|
|
|
23
|
|
|
17
|
|
|
40
|
|
|
7,661
|
|
|
3
|
|
|
48
|
|
|||||||
Municipal
|
1,661
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,661
|
|
|
—
|
|
|
1
|
|
|||||||
Total commercial
|
24,052
|
|
|
61
|
|
|
49
|
|
|
110
|
|
|
24,162
|
|
|
7
|
|
|
96
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
2,185
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2,186
|
|
|
—
|
|
|
—
|
|
|||||||
Term
|
8,924
|
|
|
4
|
|
|
11
|
|
|
15
|
|
|
8,939
|
|
|
1
|
|
|
26
|
|
|||||||
Total commercial real estate
|
11,109
|
|
|
5
|
|
|
11
|
|
|
16
|
|
|
11,125
|
|
|
1
|
|
|
26
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
2,927
|
|
|
4
|
|
|
6
|
|
|
10
|
|
|
2,937
|
|
|
—
|
|
|
4
|
|
|||||||
1-4 family residential
|
7,143
|
|
|
15
|
|
|
18
|
|
|
33
|
|
|
7,176
|
|
|
—
|
|
|
19
|
|
|||||||
Construction and other consumer real estate
|
642
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
643
|
|
|
—
|
|
|
—
|
|
|||||||
Bankcard and other revolving plans
|
487
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|
491
|
|
|
2
|
|
|
—
|
|
|||||||
Other
|
179
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|||||||
Total consumer loans
|
11,378
|
|
|
23
|
|
|
26
|
|
|
49
|
|
|
11,427
|
|
|
2
|
|
|
23
|
|
|||||||
Total
|
$
|
46,539
|
|
|
$
|
89
|
|
|
$
|
86
|
|
|
$
|
175
|
|
|
$
|
46,714
|
|
|
$
|
10
|
|
|
$
|
145
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||
(In millions)
|
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
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans held for sale
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
13,887
|
|
|
$
|
60
|
|
|
$
|
56
|
|
|
$
|
116
|
|
|
$
|
14,003
|
|
|
$
|
13
|
|
|
$
|
146
|
|
Leasing
|
363
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
364
|
|
|
—
|
|
|
8
|
|
|||||||
Owner-occupied
|
7,219
|
|
|
29
|
|
|
40
|
|
|
69
|
|
|
7,288
|
|
|
4
|
|
|
49
|
|
|||||||
Municipal
|
1,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,271
|
|
|
—
|
|
|
1
|
|
|||||||
Total commercial
|
22,740
|
|
|
90
|
|
|
96
|
|
|
186
|
|
|
22,926
|
|
|
17
|
|
|
204
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
2,014
|
|
|
3
|
|
|
4
|
|
|
7
|
|
|
2,021
|
|
|
—
|
|
|
—
|
|
|||||||
Term
|
9,079
|
|
|
13
|
|
|
11
|
|
|
24
|
|
|
9,103
|
|
|
2
|
|
|
25
|
|
|||||||
Total commercial real estate
|
11,093
|
|
|
16
|
|
|
15
|
|
|
31
|
|
|
11,124
|
|
|
2
|
|
|
25
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
2,763
|
|
|
9
|
|
|
5
|
|
|
14
|
|
|
2,777
|
|
|
—
|
|
|
5
|
|
|||||||
1-4 family residential
|
6,621
|
|
|
16
|
|
|
25
|
|
|
41
|
|
|
6,662
|
|
|
1
|
|
|
27
|
|
|||||||
Construction and other consumer real estate
|
590
|
|
|
6
|
|
|
1
|
|
|
7
|
|
|
597
|
|
|
1
|
|
|
—
|
|
|||||||
Bankcard and other revolving plans
|
506
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
509
|
|
|
1
|
|
|
—
|
|
|||||||
Other
|
184
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|||||||
Total consumer loans
|
10,664
|
|
|
34
|
|
|
32
|
|
|
66
|
|
|
10,730
|
|
|
3
|
|
|
32
|
|
|||||||
Total
|
$
|
44,497
|
|
|
$
|
140
|
|
|
$
|
143
|
|
|
$
|
283
|
|
|
$
|
44,780
|
|
|
$
|
22
|
|
|
$
|
261
|
|
1
|
Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.
|
|
December 31, 2018
|
||||||||||||||||||||||
(In millions)
|
Pass
|
|
Special
mention
|
|
Sub-
standard
|
|
Doubtful
|
|
Total
loans
|
|
Total
allowance
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
13,891
|
|
|
$
|
322
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
14,513
|
|
|
|
||
Leasing
|
313
|
|
|
10
|
|
|
4
|
|
|
—
|
|
|
327
|
|
|
|
|||||||
Owner-occupied
|
7,369
|
|
|
72
|
|
|
220
|
|
|
—
|
|
|
7,661
|
|
|
|
|||||||
Municipal
|
1,632
|
|
|
2
|
|
|
27
|
|
|
—
|
|
|
1,661
|
|
|
|
|||||||
Total commercial
|
23,205
|
|
|
406
|
|
|
551
|
|
|
—
|
|
|
24,162
|
|
|
$
|
331
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
2,174
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
2,186
|
|
|
|
|||||||
Term
|
8,853
|
|
|
10
|
|
|
76
|
|
|
—
|
|
|
8,939
|
|
|
|
|||||||
Total commercial real estate
|
11,027
|
|
|
21
|
|
|
77
|
|
|
—
|
|
|
11,125
|
|
|
110
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
2,920
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
2,937
|
|
|
|
|||||||
1-4 family residential
|
7,129
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
7,176
|
|
|
|
|||||||
Construction and other consumer real estate
|
641
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
643
|
|
|
|
|||||||
Bankcard and other revolving plans
|
488
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
491
|
|
|
|
|||||||
Other
|
179
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
180
|
|
|
|
|||||||
Total consumer loans
|
11,357
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
11,427
|
|
|
54
|
|
||||||
Total
|
$
|
45,589
|
|
|
$
|
427
|
|
|
$
|
698
|
|
|
$
|
—
|
|
|
$
|
46,714
|
|
|
$
|
495
|
|
|
December 31, 2017
|
||||||||||||||||||||||
(In millions)
|
Pass
|
|
Special
mention
|
|
Sub-
standard
|
|
Doubtful
|
|
Total
loans
|
|
Total
allowance
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
13,001
|
|
|
$
|
395
|
|
|
$
|
606
|
|
|
$
|
1
|
|
|
$
|
14,003
|
|
|
|
||
Leasing
|
342
|
|
|
6
|
|
|
16
|
|
|
—
|
|
|
364
|
|
|
|
|||||||
Owner-occupied
|
6,920
|
|
|
93
|
|
|
275
|
|
|
—
|
|
|
7,288
|
|
|
|
|||||||
Municipal
|
1,257
|
|
|
13
|
|
|
1
|
|
|
—
|
|
|
1,271
|
|
|
|
|||||||
Total commercial
|
21,520
|
|
|
507
|
|
|
898
|
|
|
1
|
|
|
22,926
|
|
|
$
|
371
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
2,002
|
|
|
15
|
|
|
4
|
|
|
—
|
|
|
2,021
|
|
|
|
|||||||
Term
|
8,816
|
|
|
138
|
|
|
149
|
|
|
—
|
|
|
9,103
|
|
|
|
|||||||
Total commercial real estate
|
10,818
|
|
|
153
|
|
|
153
|
|
|
—
|
|
|
11,124
|
|
|
103
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
2,759
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
2,777
|
|
|
|
|||||||
1-4 family residential
|
6,602
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
6,662
|
|
|
|
|||||||
Construction and other consumer real estate
|
596
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
597
|
|
|
|
|||||||
Bankcard and other revolving plans
|
507
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
509
|
|
|
|
|||||||
Other
|
185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
185
|
|
|
|
|||||||
Total consumer loans
|
10,649
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
10,730
|
|
|
44
|
|
||||||
Total
|
$
|
42,987
|
|
|
$
|
660
|
|
|
$
|
1,132
|
|
|
$
|
1
|
|
|
$
|
44,780
|
|
|
$
|
518
|
|
|
December 31, 2018
|
|
Year Ended
December 31, 2018 |
||||||||||||||||||||||||
(In millions)
|
Unpaid
principal
balance
|
|
Recorded investment
|
|
Total
recorded
investment
|
|
Related
allowance
|
|
Average
recorded
investment
|
|
Interest
income recognized |
||||||||||||||||
with no
allowance
|
|
with
allowance
|
|
|
|||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
112
|
|
|
$
|
52
|
|
|
$
|
36
|
|
|
$
|
88
|
|
|
$
|
4
|
|
|
$
|
83
|
|
|
$
|
—
|
|
Owner-occupied
|
67
|
|
|
31
|
|
|
29
|
|
|
60
|
|
|
2
|
|
|
47
|
|
|
8
|
|
|||||||
Municipal
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||||
Total commercial
|
180
|
|
|
84
|
|
|
65
|
|
|
149
|
|
|
6
|
|
|
131
|
|
|
8
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||||
Term
|
44
|
|
|
37
|
|
|
3
|
|
|
40
|
|
|
—
|
|
|
41
|
|
|
1
|
|
|||||||
Total commercial real estate
|
45
|
|
|
37
|
|
|
3
|
|
|
40
|
|
|
—
|
|
|
42
|
|
|
1
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
15
|
|
|
12
|
|
|
2
|
|
|
14
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|||||||
1-4 family residential
|
69
|
|
|
32
|
|
|
25
|
|
|
57
|
|
|
2
|
|
|
51
|
|
|
—
|
|
|||||||
Construction and other consumer real estate
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total consumer loans
|
85
|
|
|
45
|
|
|
27
|
|
|
72
|
|
|
2
|
|
|
65
|
|
|
—
|
|
|||||||
Total
|
$
|
310
|
|
|
$
|
166
|
|
|
$
|
95
|
|
|
$
|
261
|
|
|
$
|
8
|
|
|
$
|
238
|
|
|
$
|
9
|
|
|
December 31, 2017
|
|
Year Ended
December 31, 2017 |
||||||||||||||||||||||||
(In millions)
|
Unpaid
principal
balance
|
|
Recorded investment
|
|
Total
recorded
investment
|
|
Related
allowance
|
|
Average
recorded
investment
|
|
Interest
income recognized |
||||||||||||||||
with no
allowance
|
|
with
allowance
|
|
||||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
293
|
|
|
$
|
80
|
|
|
$
|
142
|
|
|
$
|
222
|
|
|
$
|
24
|
|
|
$
|
289
|
|
|
$
|
6
|
|
Owner-occupied
|
120
|
|
|
79
|
|
|
23
|
|
|
102
|
|
|
2
|
|
|
97
|
|
|
6
|
|
|||||||
Municipal
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||||
Total commercial
|
414
|
|
|
160
|
|
|
165
|
|
|
325
|
|
|
26
|
|
|
387
|
|
|
12
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
8
|
|
|
4
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|||||||
Term
|
56
|
|
|
36
|
|
|
12
|
|
|
48
|
|
|
—
|
|
|
49
|
|
|
12
|
|
|||||||
Total commercial real estate
|
64
|
|
|
40
|
|
|
14
|
|
|
54
|
|
|
—
|
|
|
57
|
|
|
12
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
25
|
|
|
13
|
|
|
9
|
|
|
22
|
|
|
—
|
|
|
21
|
|
|
1
|
|
|||||||
1-4 family residential
|
67
|
|
|
28
|
|
|
29
|
|
|
57
|
|
|
4
|
|
|
52
|
|
|
1
|
|
|||||||
Construction and other consumer real estate
|
2
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||
Other
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Total consumer loans
|
95
|
|
|
43
|
|
|
39
|
|
|
82
|
|
|
4
|
|
|
76
|
|
|
3
|
|
|||||||
Total
|
$
|
573
|
|
|
$
|
243
|
|
|
$
|
218
|
|
|
$
|
461
|
|
|
$
|
30
|
|
|
$
|
520
|
|
|
$
|
27
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||
|
Recorded investment resulting from the following modification types:
|
|
|
||||||||||||||||||||||||
(In millions)
|
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
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
7
|
|
|
$
|
28
|
|
Owner-occupied
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|
21
|
|
|||||||
Total commercial
|
5
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
21
|
|
|
49
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Term
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|
11
|
|
|||||||
Total commercial real estate
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|
11
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
—
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
12
|
|
|||||||
1-4 family residential
|
1
|
|
|
2
|
|
|
6
|
|
|
1
|
|
|
1
|
|
|
28
|
|
|
39
|
|
|||||||
Construction and other consumer real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Total consumer loans
|
1
|
|
|
3
|
|
|
14
|
|
|
1
|
|
|
1
|
|
|
32
|
|
|
52
|
|
|||||||
Total accruing
|
8
|
|
|
11
|
|
|
14
|
|
|
2
|
|
|
18
|
|
|
59
|
|
|
112
|
|
|||||||
Nonaccruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
1
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|
27
|
|
|
45
|
|
|||||||
Owner-occupied
|
6
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
5
|
|
|
14
|
|
|||||||
Municipal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Total commercial
|
7
|
|
|
6
|
|
|
—
|
|
|
2
|
|
|
12
|
|
|
33
|
|
|
60
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Term
|
3
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|
1
|
|
|
20
|
|
|||||||
Total commercial real estate
|
3
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|
1
|
|
|
20
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
1-4 family residential
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
9
|
|
|||||||
Construction and other consumer real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total consumer loans
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
10
|
|
|||||||
Total nonaccruing
|
10
|
|
|
6
|
|
|
2
|
|
|
4
|
|
|
27
|
|
|
41
|
|
|
90
|
|
|||||||
Total
|
$
|
18
|
|
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
6
|
|
|
$
|
45
|
|
|
$
|
100
|
|
|
$
|
202
|
|
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.
|
|
December 31, 2017
|
||||||||||||||||||||||||||
|
Recorded investment resulting from the following modification types:
|
|
|
||||||||||||||||||||||||
(In millions)
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
33
|
|
|
$
|
47
|
|
Owner-occupied
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
14
|
|
|
23
|
|
|||||||
Total commercial
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
47
|
|
|
70
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||||
Term
|
6
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|
14
|
|
|||||||
Total commercial real estate
|
6
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
9
|
|
|
16
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
—
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
15
|
|
|||||||
1-4 family residential
|
1
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
2
|
|
|
26
|
|
|
36
|
|
|||||||
Construction and other consumer real estate
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||||
Total consumer loans
|
1
|
|
|
3
|
|
|
15
|
|
|
1
|
|
|
3
|
|
|
30
|
|
|
53
|
|
|||||||
Total accruing
|
8
|
|
|
6
|
|
|
15
|
|
|
2
|
|
|
22
|
|
|
86
|
|
|
139
|
|
|||||||
Nonaccruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
—
|
|
|
3
|
|
|
5
|
|
|
2
|
|
|
28
|
|
|
24
|
|
|
62
|
|
|||||||
Owner-occupied
|
1
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|
10
|
|
|||||||
Municipal
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Total commercial
|
1
|
|
|
6
|
|
|
5
|
|
|
3
|
|
|
29
|
|
|
29
|
|
|
73
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Term
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
5
|
|
|||||||
Total commercial real estate
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
5
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
1-4 family residential
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
8
|
|
|||||||
Construction and other consumer real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total consumer loans
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
9
|
|
|||||||
Total nonaccruing
|
3
|
|
|
6
|
|
|
8
|
|
|
3
|
|
|
30
|
|
|
37
|
|
|
87
|
|
|||||||
Total
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
23
|
|
|
$
|
5
|
|
|
$
|
52
|
|
|
$
|
123
|
|
|
$
|
226
|
|
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.
|
(In millions)
|
2018
|
|
2017
|
||||
Consumer:
|
|
|
|
||||
1-4 family residential
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Total consumer loans
|
(1
|
)
|
|
(1
|
)
|
||
Total decrease to interest income
1
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
1
|
Calculated based on the difference between the modified rate and the premodified rate applied to the recorded investment.
|
(In millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
Accruing
|
|
Nonaccruing
|
|
Total
|
|
Accruing
|
|
Nonaccruing
|
|
Total
|
|||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Owner-occupied
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Total commercial
|
—
|
|
|
6
|
|
|
6
|
|
|
1
|
|
|
4
|
|
|
5
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial real estate
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
5
|
|
7.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Notional
amount
|
|
Fair value
|
|
Notional
amount
|
|
Fair value
|
||||||||||||||||
(In millions)
|
Other
assets
|
|
Other
liabilities
|
|
Other
assets
|
|
Other
liabilities
|
||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,138
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total derivatives designated as hedging instruments
|
1,187
|
|
|
—
|
|
|
—
|
|
|
1,138
|
|
|
—
|
|
|
—
|
|
||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
253
|
|
|
1
|
|
|
1
|
|
|
223
|
|
|
1
|
|
|
—
|
|
||||||
Interest rate swaps for customers
1
|
5,652
|
|
|
40
|
|
|
36
|
|
|
4,550
|
|
|
28
|
|
|
33
|
|
||||||
Foreign exchange
|
389
|
|
|
4
|
|
|
2
|
|
|
913
|
|
|
9
|
|
|
7
|
|
||||||
Total derivatives not designated as hedging instruments
|
6,294
|
|
|
45
|
|
|
39
|
|
|
5,686
|
|
|
38
|
|
|
40
|
|
||||||
Total derivatives
|
$
|
7,481
|
|
|
$
|
45
|
|
|
$
|
39
|
|
|
$
|
6,824
|
|
|
$
|
38
|
|
|
$
|
40
|
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||||||||
|
Amount of derivative gain (loss) recognized/reclassified
|
||||||||||||||||||||||||||||||
(In millions)
|
OCI
|
|
Reclassified
from AOCI
to interest
income
|
|
Noninterest
income
(expense)
|
|
Offset to
interest
expense
|
|
OCI
|
|
Reclassified
from AOCI
to interest
income
|
|
Noninterest
income
(expense)
|
|
Offset to
interest
expense
|
||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash flow hedges:
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
|
|
|
|
$
|
(8
|
)
|
|
$
|
4
|
|
|
|
|
|
||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Terminated swaps on long-term debt
|
|
|
|
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
$
|
—
|
|
||||||||||||
Total derivatives designated as hedging instruments
|
(1
|
)
|
|
(4
|
)
|
|
|
|
|
(1
|
)
|
|
(8
|
)
|
|
4
|
|
|
|
|
|
—
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
|
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
$
|
(1
|
)
|
|
|
||||||||||||
Interest rate swaps for customers
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
11
|
|
|
|
||||||||||||||
Foreign exchange
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
17
|
|
|
|
||||||||||||||
Total derivatives
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
31
|
|
|
$
|
(1
|
)
|
|
$
|
(8
|
)
|
|
$
|
4
|
|
|
$
|
27
|
|
|
$
|
—
|
|
1
|
Amounts recognized in OCI and reclassified from AOCI represent the effective portion of the derivative gain (loss). For the 12 months following
December 31, 2018
, we estimate that
$(5) million
will be reclassified from AOCI into interest income.
|
|
Gain/(loss) recorded in income
|
||||||||||||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||
(In millions)
|
Derivatives
2
|
|
Hedged items
|
|
Total income statement impact
|
|
Derivatives
2
|
|
Hedged items
|
|
Total income statement impact
|
||||||||||||
Interest rate swaps
1
|
$
|
5
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1
|
Consists of hedges of benchmark interest rate risk of fixed-rate long-term debt. Gains and losses were recorded in net interest expense.
|
|
Carrying amount of the hedged assets/(liabilities)
|
|
Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/(liabilities)
|
||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Long-term debt
|
$
|
(505
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
8.
|
PREMISES, EQUIPMENT AND SOFTWARE, NET
|
(In millions)
|
December 31,
|
||||||
2018
|
|
2017
|
|||||
Land
|
$
|
238
|
|
|
$
|
234
|
|
Buildings
|
736
|
|
|
720
|
|
||
Furniture and equipment
|
427
|
|
|
451
|
|
||
Leasehold improvements
|
145
|
|
|
135
|
|
||
Software
|
449
|
|
|
401
|
|
||
Total
1
|
1,995
|
|
|
1,941
|
|
||
Less accumulated depreciation and amortization
|
871
|
|
|
847
|
|
||
Net book value
|
$
|
1,124
|
|
|
$
|
1,094
|
|
9.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Core deposit intangibles
|
$
|
167
|
|
|
$
|
167
|
|
|
$
|
(166
|
)
|
|
$
|
(165
|
)
|
|
$
|
1
|
|
|
$
|
2
|
|
Customer relationships and other intangibles
|
28
|
|
|
28
|
|
|
(28
|
)
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
195
|
|
|
$
|
195
|
|
|
$
|
(194
|
)
|
|
$
|
(193
|
)
|
|
$
|
1
|
|
|
$
|
2
|
|
(In millions)
|
Zions Bank
|
|
CB&T
|
|
Amegy
|
|
Consolidated Bank
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
20
|
|
|
$
|
379
|
|
|
$
|
615
|
|
|
$
|
1,014
|
|
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2017
|
20
|
|
|
379
|
|
|
615
|
|
|
1,014
|
|
||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2018
|
$
|
20
|
|
|
$
|
379
|
|
|
$
|
615
|
|
|
$
|
1,014
|
|
10.
|
DEPOSITS
|
(In millions)
|
|
||
2019
|
$
|
3,791
|
|
2020
|
333
|
|
|
2021
|
99
|
|
|
2022
|
51
|
|
|
2023
|
62
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
4,336
|
|
(In millions)
|
December 31, 2018
|
||
|
|
||
Three months or less
|
$
|
1,114
|
|
After three months through six months
|
993
|
|
|
After six months through twelve months
|
1,060
|
|
|
After twelve months
|
307
|
|
|
Total
|
$
|
3,474
|
|
11.
|
SHORT-TERM BORROWINGS
|
(Dollar amounts in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Federal Home Loan Bank advances
|
|
|
|
|
|
||||||
Average amount outstanding
|
$
|
2,971
|
|
|
$
|
2,657
|
|
|
$
|
37
|
|
Average rate
|
2.01
|
%
|
|
1.13
|
%
|
|
0.59
|
%
|
|||
Highest month-end balance
|
$
|
5,400
|
|
|
$
|
3,750
|
|
|
$
|
750
|
|
Year-end balance
|
4,500
|
|
|
3,600
|
|
|
500
|
|
|||
Average rate on outstandings at year-end
|
2.61
|
%
|
|
1.44
|
%
|
|
0.75
|
%
|
|||
Other short-term borrowings, year-end balances
|
|
|
|
|
|
||||||
Federal funds purchased
|
$
|
541
|
|
|
$
|
927
|
|
|
$
|
106
|
|
Security repurchase agreements
|
527
|
|
|
354
|
|
|
196
|
|
|||
Securities sold, not yet purchased
|
85
|
|
|
95
|
|
|
25
|
|
|||
Total Federal Home Loan Bank advances and other short-term borrowings
|
$
|
5,653
|
|
|
$
|
4,976
|
|
|
$
|
827
|
|
12.
|
LONG-TERM DEBT
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Subordinated notes
|
$
|
87
|
|
|
$
|
247
|
|
Senior notes
|
637
|
|
|
135
|
|
||
Capital lease obligations
|
—
|
|
|
1
|
|
||
Total
|
$
|
724
|
|
|
$
|
383
|
|
(Dollar amounts in millions)
|
|
Subordinated notes
|
|
|
||||||
Coupon rate
|
|
Balance
|
|
Par amount
|
|
Maturity
|
||||
|
|
|
|
|
|
|
||||
6.95%
|
|
$
|
87
|
|
|
$
|
88
|
|
|
Sep 2028
|
(Dollar amounts in millions)
|
|
Senior notes
|
|
|
||||||
Coupon rate
|
|
Balance
|
|
Par amount
|
|
Maturity
|
||||
|
|
|
|
|
|
|
||||
4.50%
|
|
$
|
135
|
|
|
$
|
136
|
|
|
June 2023
|
3.50%
|
|
502
|
|
|
500
|
|
|
August 2021
|
||
Total
|
|
$
|
637
|
|
|
$
|
636
|
|
|
|
(In millions)
|
|
||
|
|
||
2019
|
$
|
—
|
|
2020
|
—
|
|
|
2021
|
502
|
|
|
2022
|
—
|
|
|
2023
|
135
|
|
|
Thereafter
|
87
|
|
|
Total
|
$
|
724
|
|
13.
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
Shares at
December 31, 2018 |
|
|
|
|
|
|
|
|
|
|
||||||||
(Dollar amounts in millions)
|
Carrying value at
December 31, |
|
Authorized
|
|
Outstanding
|
|
|
|
Dividends payable
|
|
Earliest
redemption date
|
|
Rate following earliest redemption date
|
|
Dividends payable after rate change
|
||||||||
2018
|
|
2017
|
|
(thousands)
|
|
(thousands)
|
|
Rate
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(when applicable)
|
||||||||
Series A
|
$
|
67
|
|
|
$
|
67
|
|
|
140,000
|
|
|
66,139
|
|
|
> of 4.0% or 3mL+0.52%
|
|
Qtrly Mar,Jun,Sep,Dec
|
|
Dec 15, 2011
|
|
|
|
|
Series G
|
138
|
|
|
138
|
|
|
200,000
|
|
|
138,391
|
|
|
6.3%
|
|
Qtrly Mar,Jun,Sep,Dec
|
|
Mar 15, 2023
|
|
annual float-ing rate = 3mL+4.24%
|
|
|
||
Series H
|
126
|
|
|
126
|
|
|
126,221
|
|
|
126,221
|
|
|
5.75%
|
|
Qtrly Mar,Jun,Sep,Dec
|
|
Jun 15, 2019
|
|
|
|
|
||
Series I
|
99
|
|
|
99
|
|
|
300,893
|
|
|
98,555
|
|
|
5.8%
|
|
Semi-annually Jun,Dec
|
|
Jun 15, 2023
|
|
annual float-ing rate = 3mL+3.8%
|
|
Qtrly Mar,Jun,Sep,Dec
|
||
Series J
|
136
|
|
|
136
|
|
|
195,152
|
|
|
136,368
|
|
|
7.2%
|
|
Semi-annually Mar,Sep
|
|
Sep 15, 2023
|
|
annual float-ing rate = 3mL+4.44%
|
|
Qtrly Mar,Jun,Sep,Dec
|
||
Total
|
$
|
566
|
|
|
$
|
566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in AOCI by component are as follows:
|
|||||||||||||||
(In millions)
|
Net unrealized gains (losses) on investment securities
|
|
Net unrealized gains (losses) on derivatives and other
|
|
Pension and post-retirement
|
|
Total
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2017
|
$
|
(114
|
)
|
|
$
|
(3
|
)
|
|
$
|
(22
|
)
|
|
$
|
(139
|
)
|
Other comprehensive loss before reclassifications, net of tax
|
(114
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(116
|
)
|
||||
Amounts reclassified from AOCI, net of tax
|
—
|
|
|
3
|
|
|
2
|
|
|
5
|
|
||||
Other comprehensive income (loss)
|
(114
|
)
|
|
2
|
|
|
1
|
|
|
(111
|
)
|
||||
Balance at December 31, 2018
|
$
|
(228
|
)
|
|
$
|
(1
|
)
|
|
$
|
(21
|
)
|
|
$
|
(250
|
)
|
Income tax expense (benefit) included in other comprehensive income (loss)
|
$
|
(37
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(36
|
)
|
2017
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
(92
|
)
|
|
$
|
1
|
|
|
$
|
(31
|
)
|
|
$
|
(122
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
(2
|
)
|
|
(1
|
)
|
|
9
|
|
|
6
|
|
||||
Amounts reclassified from AOCI, net of tax
|
—
|
|
|
(2
|
)
|
|
4
|
|
|
2
|
|
||||
Effect of new tax rates from Tax Cuts and Jobs Act of 2017
|
(20
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(25
|
)
|
||||
Other comprehensive income (loss)
|
(22
|
)
|
|
(4
|
)
|
|
9
|
|
|
(17
|
)
|
||||
Balance at December 31, 2017
|
$
|
(114
|
)
|
|
$
|
(3
|
)
|
|
$
|
(22
|
)
|
|
$
|
(139
|
)
|
Income tax expense (benefit) included in other comprehensive income (loss)
|
$
|
19
|
|
|
$
|
(1
|
)
|
|
$
|
11
|
|
|
$
|
29
|
|
|
|
|
|
Statement of Income (SI) Balance Sheet (BS)
|
|
|
||||||||||
(In millions)
|
|
Amounts reclassified from AOCI
1
|
|
|
|
|||||||||||
Details about AOCI components
|
|
2018
|
|
2017
|
|
2016
|
|
|
Affected line item
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on derivative instruments
|
|
$
|
(4
|
)
|
|
$
|
4
|
|
|
$
|
11
|
|
|
SI
|
|
Interest and fees on loans
|
Income tax expense (benefit)
|
|
(1
|
)
|
|
2
|
|
|
4
|
|
|
|
|
|
|||
|
|
$
|
(3
|
)
|
|
$
|
2
|
|
|
$
|
7
|
|
|
|
|
|
Amortization of net actuarial loss
|
|
$
|
(3
|
)
|
|
$
|
(7
|
)
|
|
$
|
(8
|
)
|
|
SI
|
|
Salaries and employee benefits
|
Income tax benefit
|
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
|
|
|
|||
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
$
|
(5
|
)
|
|
|
|
|
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.
|
14.
|
REGULATORY MATTERS
|
(Dollar amounts in millions)
|
December 31, 2018
|
|
To be well-capitalized
|
||||||||||
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||
Basel III Regulatory Capital Amounts and Ratios
1
|
|
|
|
|
|
|
|
||||||
Total capital (to risk-weighted assets)
|
$
|
7,450
|
|
|
13.9
|
%
|
|
$
|
5,359
|
|
|
10.0
|
%
|
Tier 1 capital (to risk-weighted assets)
|
6,811
|
|
|
12.7
|
|
|
4,287
|
|
|
8.0
|
|
||
Common equity tier 1 capital (to risk-weighted assets)
|
6,245
|
|
|
11.7
|
|
|
3,483
|
|
|
6.5
|
|
||
Tier 1 capital (to average assets)
|
6,811
|
|
|
10.3
|
|
|
3,317
|
|
|
5.0
|
|
|
December 31, 2017
|
|
To be well-capitalized
|
||||||||||
(Dollar amounts in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Basel III Regulatory Capital Amounts and Ratios
|
|
|
|
|
|
|
|
||||||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
||||||
Zions Bancorporation
|
$
|
7,628
|
|
|
14.8
|
%
|
|
$
|
5,146
|
|
|
10.0
|
%
|
ZB, National Association
|
7,306
|
|
|
14.2
|
|
|
5,130
|
|
|
10.0
|
|
||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
||||||
Zions Bancorporation
|
6,805
|
|
|
13.2
|
|
|
4,116
|
|
|
8.0
|
|
||
ZB, National Association
|
6,730
|
|
|
13.1
|
|
|
4,104
|
|
|
8.0
|
|
||
Common equity tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
||||||
Zions Bancorporation
|
6,239
|
|
|
12.1
|
|
|
3,345
|
|
|
6.5
|
|
||
ZB, National Association
|
5,899
|
|
|
11.5
|
|
|
3,334
|
|
|
6.5
|
|
||
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
||||||
Zions Bancorporation
|
6,805
|
|
|
10.5
|
|
|
na
|
|
|
na
2
|
|
||
ZB, National Association
|
6,730
|
|
|
10.4
|
|
|
3,227
|
|
|
5.0
|
|
1
|
Basel III regulatory capital amounts and ratios for 2018 are for Zions Bancorporation, National Association.
|
2
|
There is no Tier 1 leverage ratio component in the definition of a well-capitalized bank holding company
.
|
15.
|
COMMITMENTS, GUARANTEES, CONTINGENT LIABILITIES, AND RELATED PARTIES
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net unfunded commitments to extend credit
1
|
$
|
21,454
|
|
|
$
|
19,583
|
|
Standby letters of credit:
|
|
|
|
||||
Financial
|
655
|
|
|
721
|
|
||
Performance
|
199
|
|
|
196
|
|
||
Commercial letters of credit
|
18
|
|
|
31
|
|
||
Total unfunded lending commitments
|
$
|
22,326
|
|
|
$
|
20,531
|
|
1
|
Net of participations.
|
•
|
a civil suit,
Shou-En Wang v. CB&T,
brought against us in the Superior Court for Los Angeles County, Central District in April 2016. The case relates to our depositor relationships with customers who were promoters of an investment program that allegedly misappropriated investors’ funds. This case is in an early phase, with initial motion practice and discovery having been completed, with additional motion practice and expert witness phases being underway.
|
•
|
a civil suit,
McFarland as Trustee for International Manufacturing Group v. CB&T, et. al.
, brought against us in the United States Bankruptcy Court for the Eastern District of California in May 2016. The Trustee seeks to recover loan payments previously repaid to us by our customer, International Manufacturing Group (“IMG”), alleging that IMG, along with its principal, obtained loans and made loan repayments in furtherance of an alleged Ponzi scheme. Initial motion practice has been completed and discovery is underway.
|
•
|
a civil suit,
JTS Communities, Inc. et. al v. CB&T, Jun Enkoji and Dawn Satow
, brought against us in the Superior Court for Sacramento County, California in June 2017. In this case four investors in IMG seek to hold us liable for losses arising from their investments in that company, alleging that we conspired with and knowingly assisted IMG and its principal in furtherance of an alleged Ponzi Scheme. Initial motion practice has been completed and discovery is underway.
|
•
|
a civil class action lawsuit,
Evans v. CB&T
, brought against us in the United States District Court for the Eastern District of California in May 2017. This case was filed on behalf of a class of up to 50 investors in IMG and seeks to hold us liable for losses of class members arising from their investments in IMG, alleging that we conspired with and knowingly assisted IMG and its principal in furtherance of an alleged Ponzi Scheme. In December 2017, the District Court dismissed all claims against the Bank. In January 2018, the plaintiff filed an appeal with the Court of Appeals for the Ninth Circuit. The appellate briefing process has been completed with a ruling anticipated in 2019.
|
•
|
a Private Attorney General Act (“PAGA”) claim under California law,
Lawson v. CB&T
, brought against us in the Superior Court for the County of San Diego, California, in February 2016. In this case, the plaintiff alleges, on behalf of herself and other current or former employees of the Bank who worked in California on a non-exempt basis, violations by the Bank of California wage and hour laws. The case remains in the early stages of motion practice, to date mainly involving questions of venue and scope of employees covered by the PAGA claims. In March 2018, the Supreme Court of California granted review of an appeal from the intermediate appellate court decision requiring all aspects of the case to be heard in state court, rather than in arbitration. The appellate briefing process has been completed with a ruling anticipated in 2019.
|
•
|
a civil case,
Lifescan Inc. and Johnson & Johnson Health Care Services v. Jeffrey Smith, et al.
, brought against us in the United States District Court for the District of New Jersey in December 2017. In this case, certain
|
•
|
a civil class action lawsuit,
Gregory, et. al. v. Zions Bancorporation
, was brought against us in the United States District Court in Utah in January 2019. This case was filed on behalf of investors in Rust Rare Coin, Inc. alleging that we aided and abetted a Ponzi scheme fraud perpetrated by Rust Rare Coin, a Zions Bank customer. This case follows civil actions and the establishment of a receivership for Rust Rare Coin by the Commodities Futures Trading Commission and the Utah Division of Securities in November 2018, as well as a separate suit brought by the Securities and Exchange Commission against Rust Rare Coin and its principal Gaylen Rust.
|
•
|
The Bank recognizes the incremental cost of obtaining a contract as an expense, when incurred, if the amortization period of the asset that the Bank would have recognized is one year or less.
|
•
|
For performance obligations satisfied over time, if the Bank has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Bank’s performance completed to date, the Bank will generally recognize revenue in the amount to which the Bank has a right to invoice.
|
•
|
The Bank does not generally disclose information about its remaining performance obligations for those performance obligations that have an original expected duration of one year or less, or where the Bank recognizes revenue in the amount to which the Bank has a right to invoice.
|
|
Year Ended
December 31, |
||
(In millions)
|
2018
|
||
|
|
||
Card Fee Income
|
$
|
138
|
|
ATM Fees
|
10
|
|
|
Other service charges
|
14
|
|
|
Other Commissions and fees
|
21
|
|
|
Ending balance
|
$
|
183
|
|
|
Zions Bank
|
|
Amegy
|
|
CB&T
|
||||||
(In millions)
|
2018
|
|
2018
|
|
2018
|
||||||
|
|
|
|
|
|
||||||
Service charges and fees on deposit accounts
|
$
|
57
|
|
|
$
|
44
|
|
|
$
|
28
|
|
Other service charges, commissions, and fees
|
72
|
|
|
37
|
|
|
25
|
|
|||
Wealth management and trust income
|
15
|
|
|
10
|
|
|
4
|
|
|||
Capital markets and foreign exchange
|
5
|
|
|
(5
|
)
|
|
4
|
|
|||
Other noninterest income from contracts with customers
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total noninterest income from contracts with customers (ASC 606)
|
149
|
|
|
86
|
|
|
61
|
|
|||
Other noninterest income (Non-ASC 606 customer related)
|
(1
|
)
|
|
40
|
|
|
17
|
|
|||
Total customer-related fees
|
148
|
|
|
126
|
|
|
78
|
|
|||
Other noninterest income (non-customer related)
|
2
|
|
|
—
|
|
|
4
|
|
|||
Total noninterest income
|
150
|
|
|
126
|
|
|
82
|
|
|||
Other real estate owned gain from sale
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net interest income
|
699
|
|
|
519
|
|
|
538
|
|
|||
Total income less interest expense
|
$
|
850
|
|
|
$
|
645
|
|
|
$
|
620
|
|
|
NBAZ
|
|
NSB
|
|
Vectra
|
||||||
(In millions)
|
2018
|
|
2018
|
|
2018
|
||||||
|
|
|
|
|
|
||||||
Service charges and fees on deposit accounts
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
8
|
|
Other service charges, commissions, and fees
|
11
|
|
|
13
|
|
|
6
|
|
|||
Wealth management and trust income
|
2
|
|
|
3
|
|
|
2
|
|
|||
Capital markets and foreign exchange
|
1
|
|
|
1
|
|
|
1
|
|
|||
Other noninterest income from contracts with customers
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total noninterest income from contracts with customers (ASC 606)
|
27
|
|
|
32
|
|
|
17
|
|
|||
Other noninterest income (Non-ASC 606 customer related)
|
9
|
|
|
9
|
|
|
7
|
|
|||
Total customer-related fees
|
36
|
|
|
41
|
|
|
24
|
|
|||
Other noninterest income (non-customer related)
|
3
|
|
|
—
|
|
|
—
|
|
|||
Total noninterest income
|
39
|
|
|
41
|
|
|
24
|
|
|||
Other real estate owned gain from sale
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net interest income
|
231
|
|
|
151
|
|
|
137
|
|
|||
Total income less interest expense
|
$
|
270
|
|
|
$
|
192
|
|
|
$
|
161
|
|
|
TCBW
|
|
Other
|
|
Consolidated Bank
|
||||||
(In millions)
|
2018
|
|
2018
|
|
2018
|
||||||
|
|
|
|
|
|
||||||
Service charges and fees on deposit accounts
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
166
|
|
Other service charges, commissions, and fees
|
3
|
|
|
16
|
|
|
183
|
|
|||
Wealth management and trust income
|
—
|
|
|
14
|
|
|
50
|
|
|||
Capital markets and foreign exchange
|
—
|
|
|
5
|
|
|
12
|
|
|||
Other noninterest income from contracts with customers
|
—
|
|
|
1
|
|
|
1
|
|
|||
Total noninterest income from contracts with customers (ASC 606)
|
4
|
|
|
36
|
|
|
412
|
|
|||
Other noninterest income (Non-ASC 606 customer related)
|
1
|
|
|
7
|
|
|
89
|
|
|||
Total customer-related fees
|
5
|
|
|
43
|
|
|
501
|
|
|||
Other noninterest income (non-customer related)
|
—
|
|
|
42
|
|
|
51
|
|
|||
Total noninterest income
|
5
|
|
|
85
|
|
|
552
|
|
|||
Other real estate owned gain from sale
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net interest income
|
55
|
|
|
(100
|
)
|
|
2,230
|
|
|||
Total income less interest expense
|
$
|
60
|
|
|
$
|
(15
|
)
|
|
$
|
2,783
|
|
|
Zions Bank
|
|
Amegy
|
|
CB&T
|
||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service charges and fees on deposit accounts
|
$
|
63
|
|
|
$
|
59
|
|
|
$
|
42
|
|
|
$
|
46
|
|
|
$
|
28
|
|
|
$
|
28
|
|
Other service charges, commissions, and fees
|
55
|
|
|
53
|
|
|
53
|
|
|
54
|
|
|
36
|
|
|
29
|
|
||||||
Wealth management and trust income
|
15
|
|
|
12
|
|
|
9
|
|
|
9
|
|
|
3
|
|
|
3
|
|
||||||
Loan sales and servicing income
|
13
|
|
|
20
|
|
|
4
|
|
|
6
|
|
|
2
|
|
|
2
|
|
||||||
Capital markets and foreign exchange
|
5
|
|
|
3
|
|
|
11
|
|
|
8
|
|
|
4
|
|
|
4
|
|
||||||
Total customer-related fees
|
151
|
|
|
147
|
|
|
119
|
|
|
123
|
|
|
73
|
|
|
66
|
|
||||||
Other noninterest income
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
1
|
|
||||||
Total noninterest income
|
151
|
|
|
149
|
|
|
118
|
|
|
123
|
|
|
75
|
|
|
67
|
|
||||||
Other real estate owned gain (loss) from sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Net interest income
|
648
|
|
|
622
|
|
|
482
|
|
|
460
|
|
|
481
|
|
|
434
|
|
||||||
Total income less interest expense
|
$
|
799
|
|
|
$
|
771
|
|
|
$
|
600
|
|
|
$
|
582
|
|
|
$
|
555
|
|
|
$
|
500
|
|
|
NBAZ
|
|
NSB
|
|
Vectra
|
||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service charges and fees on deposit accounts
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
8
|
|
|
$
|
9
|
|
Other service charges, commissions, and fees
|
21
|
|
|
21
|
|
|
18
|
|
|
18
|
|
|
12
|
|
|
11
|
|
||||||
Wealth management and trust income
|
1
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
1
|
|
|
1
|
|
||||||
Loan sales and servicing income
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
2
|
|
||||||
Capital markets and foreign exchange
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total customer-related fees
|
37
|
|
|
37
|
|
|
39
|
|
|
39
|
|
|
24
|
|
|
23
|
|
||||||
Other noninterest income
|
3
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total noninterest income
|
40
|
|
|
40
|
|
|
40
|
|
|
39
|
|
|
25
|
|
|
23
|
|
||||||
Other real estate owned gain from sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net interest income
|
204
|
|
|
190
|
|
|
131
|
|
|
122
|
|
|
127
|
|
|
120
|
|
||||||
Total income less interest expense
|
$
|
244
|
|
|
$
|
230
|
|
|
$
|
171
|
|
|
$
|
161
|
|
|
$
|
152
|
|
|
$
|
143
|
|
|
TCBW
|
|
Other
|
|
Consolidated Bank
|
||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service charges and fees on deposit accounts
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
171
|
|
|
$
|
171
|
|
Other service charges, commissions, and fees
|
3
|
|
|
3
|
|
|
19
|
|
|
19
|
|
|
217
|
|
|
208
|
|
||||||
Wealth management and trust income
|
—
|
|
|
—
|
|
|
10
|
|
|
7
|
|
|
42
|
|
|
37
|
|
||||||
Loan sales and servicing income
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
25
|
|
|
35
|
|
||||||
Capital markets and foreign exchange
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
30
|
|
|
22
|
|
||||||
Total customer-related fees
|
5
|
|
|
5
|
|
|
37
|
|
|
33
|
|
|
485
|
|
|
473
|
|
||||||
Other noninterest income
|
—
|
|
|
—
|
|
|
53
|
|
|
37
|
|
|
59
|
|
|
43
|
|
||||||
Total noninterest income
|
5
|
|
|
5
|
|
|
90
|
|
|
70
|
|
|
544
|
|
|
516
|
|
||||||
Other real estate owned gain (loss) from sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Net interest income
|
46
|
|
|
38
|
|
|
(54
|
)
|
|
(119
|
)
|
|
2,065
|
|
|
1,867
|
|
||||||
Total income less interest expense
|
$
|
51
|
|
|
$
|
43
|
|
|
$
|
36
|
|
|
$
|
(49
|
)
|
|
$
|
2,608
|
|
|
$
|
2,381
|
|
17.
|
RETIREMENT PLANS
|
|
Pension
|
|
Supplemental
Retirement |
|
Postretirement
|
||||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
154
|
|
|
$
|
165
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
6
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
(10
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(12
|
)
|
|
(19
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at end of year
|
138
|
|
|
154
|
|
|
9
|
|
|
10
|
|
|
1
|
|
|
1
|
|
||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
168
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
1
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(12
|
)
|
|
(19
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
157
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
$
|
19
|
|
|
$
|
14
|
|
|
$
|
(9
|
)
|
|
$
|
(10
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Amounts recognized in balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset (liability) for pension/postretirement benefits
|
$
|
19
|
|
|
$
|
14
|
|
|
$
|
(9
|
)
|
|
$
|
(10
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Accumulated other comprehensive income (loss)
|
(27
|
)
|
|
(28
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Accumulated other comprehensive income (loss) consists of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(27
|
)
|
|
$
|
(28
|
)
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(In millions)
|
Pension
|
|
Supplemental
Retirement |
|
Postretirement
|
||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension
|
|
Supplemental
Retirement |
|
Postretirement
|
||||||||||||||||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest cost
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expected return on plan assets
|
(11
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net actuarial loss
|
1
|
|
|
4
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss
|
1
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
$
|
(3
|
)
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Used to determine benefit obligation at year-end:
|
|
|
|
|
|
|||
Discount rate
|
4.20
|
%
|
|
3.50
|
%
|
|
4.10
|
%
|
Used to determine net periodic benefit cost for the years ended December 31:
|
|
|
|
|
|
|||
Discount rate
|
3.50
|
|
|
4.10
|
|
|
4.20
|
|
Expected long-term return on plan assets
|
5.75
|
|
|
7.25
|
|
|
7.50
|
|
(In millions)
|
Pension
|
|
Supplemental
Retirement |
|
Postretirement
|
||||||
|
|
|
|
|
|
||||||
2019
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
—
|
|
2020
|
10
|
|
|
1
|
|
|
—
|
|
|||
2021
|
10
|
|
|
1
|
|
|
—
|
|
|||
2022
|
9
|
|
|
1
|
|
|
—
|
|
|||
2023
|
9
|
|
|
1
|
|
|
—
|
|
|||
Years 2024 - 2028
|
42
|
|
|
3
|
|
|
—
|
|
(In millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bank common stock
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||||
Guaranteed deposit account
|
—
|
|
|
—
|
|
|
$
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
$
|
9
|
|
|
9
|
|
Principal valuation techniques
|
|
Significant unobservable inputs
|
|
Range (weighted average)
of significant input values
|
||
|
|
|
|
|
|
|
For the underlying investments – reported fair values when available for market traded investments; when not applicable, discounted cash flows under an income approach using U.S. Treasury rates and spreads based on cash flow timing and quality of assets.
|
|
Earnings at guaranteed crediting rate
|
|
Gross guaranteed crediting rate must be greater than or equal to contractual minimum crediting rate
|
||
|
Composite market value factor
|
|
At December 31,
|
|||
|
|
2018
|
|
0.962521 - 1.005471 (actual = 0.994488)
|
||
|
|
|
2017
|
|
0.992941 - 1.037825 (actual = 1.023838)
|
Investment
|
|
Unfunded commitments
(in millions, approximately) |
|
Redemption
|
||||
|
|
Frequency
|
|
Notice period
|
||||
|
|
|
|
|
|
|
||
Pooled separate accounts
|
|
na
|
|
Daily
|
|
< $1 million, 1 day
>= $1 million, 3 days
|
||
|
|
|
|
|
|
|||
Limited partnerships
|
|
$
|
1
|
|
|
Investments in these limited partnerships are illiquid and voluntary withdrawal is prohibited.
|
||
|
|
|
|
|
Level 3 Instruments
|
||||||
|
Guaranteed deposit account
|
||||||
|
Year Ended December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Balance at beginning of year
|
$
|
9
|
|
|
$
|
11
|
|
Purchases
|
15
|
|
|
17
|
|
||
Sales
|
(12
|
)
|
|
(19
|
)
|
||
Balance at end of year
|
$
|
12
|
|
|
$
|
9
|
|
18.
|
SHARE-BASED COMPENSATION
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Compensation expense
|
$
|
26
|
|
|
$
|
25
|
|
|
$
|
26
|
|
Reduction of income tax expense
|
14
|
|
|
19
|
|
|
9
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average value for options granted
|
$
|
12.64
|
|
|
$
|
10.69
|
|
|
$
|
5.24
|
|
Weighted average assumptions used:
|
|
|
|
|
|
||||||
Expected dividend yield
|
2.0
|
%
|
|
1.8
|
%
|
|
1.3
|
%
|
|||
Expected volatility
|
27.5
|
%
|
|
30.0
|
%
|
|
30.0
|
%
|
|||
Risk-free interest rate
|
2.62
|
%
|
|
1.81
|
%
|
|
1.21
|
%
|
|||
Expected life (in years)
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|
Number of shares
|
|
Weighted average exercise price
|
|||
|
|
|
|
|||
Balance at December 31, 2015
|
3,804,095
|
|
|
$
|
27.30
|
|
Granted
|
789,651
|
|
|
21.25
|
|
|
Exercised
|
(1,055,532
|
)
|
|
23.75
|
|
|
Expired
|
(56,297
|
)
|
|
61.60
|
|
|
Forfeited
|
(44,007
|
)
|
|
27.66
|
|
|
Balance at December 31, 2016
|
3,437,910
|
|
|
26.44
|
|
|
Granted
|
195,882
|
|
|
44.18
|
|
|
Exercised
|
(941,761
|
)
|
|
26.03
|
|
|
Expired
|
(58,257
|
)
|
|
66.20
|
|
|
Forfeited
|
(73,203
|
)
|
|
25.63
|
|
|
Balance at December 31, 2017
|
2,560,571
|
|
|
27.06
|
|
|
Granted
|
194,001
|
|
|
55.13
|
|
|
Exercised
|
(729,346
|
)
|
|
26.79
|
|
|
Expired
|
(2,000
|
)
|
|
25.74
|
|
|
Forfeited
|
(18,628
|
)
|
|
31.11
|
|
|
Balance at December 31, 2018
|
2,004,598
|
|
|
29.85
|
|
|
Outstanding stock options exercisable as of:
|
|
|
|
|||
December 31, 2018
|
1,448,244
|
|
|
$
|
26.68
|
|
December 31, 2017
|
1,648,367
|
|
|
26.55
|
|
|
December 31, 2016
|
1,892,136
|
|
|
27.60
|
|
|
|
Outstanding stock options
|
|
Exercisable stock options
|
||||||||||||||
Exercise price range
|
|
Number of shares
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life (years)
|
|
Number of shares
|
|
Weighted average exercise price
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$ 0.32 to $19.99
|
|
122,882
|
|
|
$
|
16.47
|
|
|
|
0.4
|
1
|
|
122,882
|
|
|
$
|
16.47
|
|
$20.00 to $24.99
|
|
486,810
|
|
|
21.10
|
|
|
|
3.9
|
|
|
262,382
|
|
|
21.18
|
|
||
$25.00 to $29.99
|
|
992,442
|
|
|
28.33
|
|
|
|
2.6
|
|
|
977,214
|
|
|
28.38
|
|
||
$30.00 to $39.99
|
|
32,191
|
|
|
30.10
|
|
|
|
2.4
|
|
|
32,191
|
|
|
30.10
|
|
||
$40.00 to $44.99
|
|
178,703
|
|
|
44.15
|
|
|
|
5.0
|
|
|
53,575
|
|
|
44.10
|
|
||
$50.00 to $55.68
|
|
191,570
|
|
|
55.13
|
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
||
|
|
2,004,598
|
|
|
29.85
|
|
|
|
3.4
|
1
|
|
1,448,244
|
|
|
26.68
|
|
1
|
The weighted average remaining contractual life excludes
21,252
stock options without a fixed expiration date that were assumed with the Amegy acquisition. They expire between the date of termination and one year from the date of termination, depending upon certain circumstances.
|
|
Number of shares
|
|
Weighted average issue price
|
|||
|
|
|
|
|||
Nonvested restricted shares at December 31, 2015
|
59,370
|
|
|
$
|
23.49
|
|
Issued
|
36,594
|
|
|
24.43
|
|
|
Vested
|
(32,709
|
)
|
|
20.80
|
|
|
Nonvested restricted shares at December 31, 2016
|
63,255
|
|
|
25.43
|
|
|
Issued
|
314
|
|
|
44.55
|
|
|
Vested
|
(24,591
|
)
|
|
24.90
|
|
|
Nonvested restricted shares at December 31, 2017
|
38,978
|
|
|
25.91
|
|
|
Issued
|
21,634
|
|
|
42.90
|
|
|
Vested
|
(14,836
|
)
|
|
26.27
|
|
|
Forfeited
|
(90
|
)
|
|
55.68
|
|
|
Nonvested restricted shares at December 31, 2018
|
45,686
|
|
|
33.78
|
|
|
Number of restricted stock units
|
|
Weighted average grant price
|
|||
|
|
|
|
|||
Restricted stock units at December 31, 2015
|
1,798,543
|
|
|
$
|
27.39
|
|
Granted
|
1,033,167
|
|
|
21.69
|
|
|
Vested
|
(724,713
|
)
|
|
25.88
|
|
|
Forfeited
|
(59,839
|
)
|
|
26.28
|
|
|
Restricted stock units at December 31, 2016
|
2,047,158
|
|
|
25.08
|
|
|
Granted
|
587,396
|
|
|
41.78
|
|
|
Vested
|
(803,492
|
)
|
|
26.19
|
|
|
Forfeited
|
(121,249
|
)
|
|
28.12
|
|
|
Restricted stock units at December 31, 2017
|
1,709,813
|
|
|
30.08
|
|
|
Granted
|
461,305
|
|
|
53.17
|
|
|
Vested
|
(699,920
|
)
|
|
29.56
|
|
|
Forfeited
|
(70,499
|
)
|
|
35.95
|
|
|
Restricted stock units at December 31, 2018
|
1,400,699
|
|
|
37.65
|
|
19.
|
INCOME TAXES
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
210
|
|
|
$
|
166
|
|
|
$
|
217
|
|
Deferred
|
(1
|
)
|
|
146
|
|
|
(4
|
)
|
|||
Total Federal
|
209
|
|
|
312
|
|
|
213
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
49
|
|
|
24
|
|
|
27
|
|
|||
Deferred
|
1
|
|
|
8
|
|
|
(4
|
)
|
|||
Total State
|
50
|
|
|
32
|
|
|
23
|
|
|||
Total
|
$
|
259
|
|
|
$
|
344
|
|
|
$
|
236
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Income tax expense at statutory federal rate
|
$
|
240
|
|
|
$
|
327
|
|
|
$
|
247
|
|
State income taxes including credits, net
|
40
|
|
|
21
|
|
|
15
|
|
|||
Other nondeductible expenses
|
15
|
|
|
3
|
|
|
3
|
|
|||
Nontaxable income
|
(24
|
)
|
|
(33
|
)
|
|
(25
|
)
|
|||
Share-based compensation
|
(7
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Tax credits and other taxes
|
—
|
|
|
1
|
|
|
(2
|
)
|
|||
Tax Cuts and Jobs Act of 2017
|
(2
|
)
|
|
47
|
|
|
—
|
|
|||
Other
|
(3
|
)
|
|
(14
|
)
|
|
(2
|
)
|
|||
Total
|
$
|
259
|
|
|
$
|
344
|
|
|
$
|
236
|
|
(In millions)
|
December 31,
|
||||||
2018
|
|
2017
|
|||||
Gross deferred tax assets:
|
|
|
|
||||
Book loan loss deduction in excess of tax
|
$
|
137
|
|
|
$
|
143
|
|
Pension and postretirement
|
7
|
|
|
8
|
|
||
Deferred compensation
|
70
|
|
|
48
|
|
||
Security investments and derivative fair value adjustments
|
78
|
|
|
40
|
|
||
Net operating losses, capital losses and tax credits
|
2
|
|
|
2
|
|
||
FDIC-supported transactions
|
—
|
|
|
2
|
|
||
Other
|
31
|
|
|
34
|
|
||
|
325
|
|
|
277
|
|
||
Valuation allowance
|
—
|
|
|
(2
|
)
|
||
Total deferred tax assets
|
325
|
|
|
275
|
|
||
Gross deferred tax liabilities:
|
|
|
|
||||
Premises and equipment, due to differences in depreciation
|
(61
|
)
|
|
(51
|
)
|
||
Federal Home Loan Bank stock dividends
|
(2
|
)
|
|
(3
|
)
|
||
Leasing operations
|
(54
|
)
|
|
(52
|
)
|
||
Prepaid expenses
|
(6
|
)
|
|
(5
|
)
|
||
Prepaid pension reserves
|
(12
|
)
|
|
(11
|
)
|
||
Mortgage servicing
|
(8
|
)
|
|
(7
|
)
|
||
Subordinated debt modification
|
—
|
|
|
(9
|
)
|
||
Deferred loan fees
|
(27
|
)
|
|
(23
|
)
|
||
Equity investments
|
(25
|
)
|
|
(21
|
)
|
||
Total deferred tax liabilities
|
(195
|
)
|
|
(182
|
)
|
||
Net deferred tax assets
|
$
|
130
|
|
|
$
|
93
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Tax positions related to current year:
|
|
|
|
|
|
||||||
Additions
|
1
|
|
|
1
|
|
|
1
|
|
|||
Reductions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax positions related to prior years:
|
|
|
|
|
|
||||||
Additions
|
1
|
|
|
1
|
|
|
1
|
|
|||
Reductions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements with taxing authorities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapses in statutes of limitations
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Balance at end of year
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
4
|
|
20.
|
NET EARNINGS PER COMMON SHARE
|
(In millions, except shares and per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income
|
$
|
884
|
|
|
$
|
592
|
|
|
$
|
469
|
|
Less common and preferred dividends
|
236
|
|
|
131
|
|
|
115
|
|
|||
Undistributed earnings
|
648
|
|
|
461
|
|
|
354
|
|
|||
Less undistributed earnings applicable to nonvested shares
|
5
|
|
|
4
|
|
|
4
|
|
|||
Undistributed earnings applicable to common shares
|
643
|
|
|
457
|
|
|
350
|
|
|||
Distributed earnings applicable to common shares
|
200
|
|
|
88
|
|
|
57
|
|
|||
Total earnings applicable to common shares
|
$
|
843
|
|
|
$
|
545
|
|
|
$
|
407
|
|
Weighted average common shares outstanding (in thousands)
|
193,589
|
|
|
200,776
|
|
|
203,855
|
|
|||
Net earnings per common share
|
$
|
4.36
|
|
|
$
|
2.71
|
|
|
$
|
2.00
|
|
Diluted:
|
|
|
|
|
|
||||||
Total earnings applicable to common shares
|
$
|
843
|
|
|
$
|
545
|
|
|
$
|
407
|
|
Weighted average common shares outstanding (in thousands)
|
193,589
|
|
|
200,776
|
|
|
203,855
|
|
|||
Dilutive effect of common stock warrants (in thousands)
|
11,959
|
|
|
7,778
|
|
|
—
|
|
|||
Dilutive effect of stock options (in thousands)
|
953
|
|
|
1,099
|
|
|
414
|
|
|||
Weighted average diluted common shares outstanding (in thousands)
|
206,501
|
|
|
209,653
|
|
|
204,269
|
|
|||
Net earnings per common share
|
$
|
4.08
|
|
|
$
|
2.60
|
|
|
$
|
1.99
|
|
(In thousands)
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|||
Restricted stock and restricted stock units
|
1,602
|
|
|
1,936
|
|
|
2,216
|
|
21.
|
OPERATING SEGMENT INFORMATION
|
(In millions)
|
TCBW
|
|
Other
|
|
Consolidated Bank
|
||||||||||||||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||
SELECTED INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net interest income
|
$
|
55
|
|
|
$
|
46
|
|
|
$
|
38
|
|
|
$
|
(100
|
)
|
|
$
|
(54
|
)
|
|
$
|
(119
|
)
|
|
$
|
2,230
|
|
|
$
|
2,065
|
|
|
$
|
1,867
|
|
Provision for loan losses
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(39
|
)
|
|
24
|
|
|
93
|
|
|||||||||
Net interest income after provision for loan losses
|
53
|
|
|
44
|
|
|
38
|
|
|
(101
|
)
|
|
(55
|
)
|
|
(119
|
)
|
|
2,269
|
|
|
2,041
|
|
|
1,774
|
|
|||||||||
Noninterest income
|
5
|
|
|
5
|
|
|
5
|
|
|
85
|
|
|
90
|
|
|
70
|
|
|
552
|
|
|
544
|
|
|
516
|
|
|||||||||
Noninterest expense
|
22
|
|
|
20
|
|
|
19
|
|
|
144
|
|
|
170
|
|
|
148
|
|
|
1,678
|
|
|
1,649
|
|
|
1,585
|
|
|||||||||
Income (loss) before income taxes
|
$
|
36
|
|
|
$
|
29
|
|
|
$
|
24
|
|
|
$
|
(160
|
)
|
|
$
|
(135
|
)
|
|
$
|
(197
|
)
|
|
$
|
1,143
|
|
|
$
|
936
|
|
|
$
|
705
|
|
SELECTED AVERAGE BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total average loans
|
$
|
1,118
|
|
|
$
|
926
|
|
|
$
|
791
|
|
|
$
|
347
|
|
|
$
|
266
|
|
|
$
|
88
|
|
|
$
|
45,425
|
|
|
$
|
43,501
|
|
|
$
|
42,062
|
|
Total average deposits
|
1,092
|
|
|
1,107
|
|
|
1,007
|
|
|
1,811
|
|
|
1,209
|
|
|
207
|
|
|
53,183
|
|
|
52,200
|
|
|
50,595
|
|
22.
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
(In millions, except per share amounts)
|
Quarters
|
|
|
||||||||||||||||
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
|||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross interest income
|
$
|
588
|
|
|
$
|
606
|
|
|
$
|
631
|
|
|
$
|
656
|
|
|
$
|
2,481
|
|
Net interest income
|
541
|
|
|
548
|
|
|
565
|
|
|
576
|
|
|
2,230
|
|
|||||
Provision for loan losses
|
(40
|
)
|
|
5
|
|
|
(11
|
)
|
|
7
|
|
|
(39
|
)
|
|||||
Noninterest income
|
138
|
|
|
138
|
|
|
136
|
|
|
140
|
|
|
552
|
|
|||||
Noninterest expense
|
411
|
|
|
428
|
|
|
420
|
|
|
419
|
|
|
1,678
|
|
|||||
Income before income taxes
|
308
|
|
|
253
|
|
|
292
|
|
|
290
|
|
|
1,143
|
|
|||||
Net income
|
238
|
|
|
197
|
|
|
223
|
|
|
226
|
|
|
884
|
|
|||||
Preferred stock dividends
|
(7
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|
(34
|
)
|
|||||
Preferred stock redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings applicable to common shareholders
|
231
|
|
|
187
|
|
|
215
|
|
|
217
|
|
|
850
|
|
|||||
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
1.16
|
|
|
0.95
|
|
|
1.11
|
|
|
1.14
|
|
|
4.36
|
|
|||||
Diluted
|
1.08
|
|
|
0.88
|
|
|
1.04
|
|
|
1.08
|
|
|
4.08
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross interest income
|
$
|
515
|
|
|
$
|
558
|
|
|
$
|
557
|
|
|
$
|
562
|
|
|
$
|
2,192
|
|
Net interest income
|
489
|
|
|
528
|
|
|
522
|
|
|
526
|
|
|
2,065
|
|
|||||
Provision for loan losses
|
23
|
|
|
7
|
|
|
5
|
|
|
(11
|
)
|
|
24
|
|
|||||
Noninterest income
|
132
|
|
|
132
|
|
|
140
|
|
|
140
|
|
|
544
|
|
|||||
Noninterest expense
|
414
|
|
|
405
|
|
|
413
|
|
|
417
|
|
|
1,649
|
|
|||||
Income before income taxes
|
184
|
|
|
248
|
|
|
244
|
|
|
260
|
|
|
936
|
|
|||||
Net income
|
139
|
|
|
168
|
|
|
161
|
|
|
124
|
|
|
592
|
|
|||||
Preferred stock dividends
|
(10
|
)
|
|
(12
|
)
|
|
(8
|
)
|
|
(10
|
)
|
|
(40
|
)
|
|||||
Preferred stock redemption
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Net earnings applicable to common shareholders
|
129
|
|
|
154
|
|
|
153
|
|
|
114
|
|
|
550
|
|
|||||
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.63
|
|
|
0.76
|
|
|
0.75
|
|
|
0.57
|
|
|
2.71
|
|
|||||
Diluted
|
0.61
|
|
|
0.73
|
|
|
0.72
|
|
|
0.54
|
|
|
2.60
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||||||||
Plan category
1
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity compensation plan approved by security holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Zions Bancorporation, N.A. 2015 Omnibus Incentive Plan
|
|
|
1,269,127
|
|
|
|
|
$
|
31.96
|
|
|
|
|
4,407,113
|
|
|
1
|
Column (a) excludes 45,686 shares of unvested restricted stock, 1,400,699 RSUs (each unit representing the right to one share of common stock), and 714,219 shares of common stock issuable upon the exercise of stock options, with a weighted average exercise price of $26.83, granted under the prior plan. The schedule also excludes 21,252 shares of common stock issuable upon the exercise of stock options, with a weighted average exercise price of $5.02, granted under plans assumed in mergers that are outstanding.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
(1) Financial statements – The following consolidated financial statements of Zions Bancorporation, N.A. and subsidiaries are filed as part of this Form 10-K under Item 8, Financial Statements and Supplementary Data:
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Agreement and Plan of Merger, dated as of July 10, 2018, by and between Zions Bancorporation and ZB, National Association, incorporated by reference to Exhibit 2.1 of Form 8-K filed on October 2, 2018.
|
*
|
|
|
|
|
|
|
Second Amended and Restated Articles of Association of Zions Bancorporation, National Association, incorporated by reference to Exhibit 3.1 of Form 8-K filed on October 2, 2018.
|
*
|
|
|
|
|
|
|
Amended and Restated Bylaws of Zions Bancorporation, National Association, incorporated by reference to Exhibit 3.2 of Form 8-K filed on October 2, 2018.
|
*
|
|
|
|
|
|
|
Senior Debt Indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to senior debt securities of Zions Bancorporation, incorporated by reference to Exhibit 4.1 of Form 10-K for the year ended December 31, 2017.
|
*
|
|
|
|
|
|
|
First Supplemental Indenture dated April 21, 2014 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 of Form S-3 (File No. 333-195408) filed on April 21, 2014.
|
*
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
Second Supplemental Indenture, dated as of September 30, 2018, by and among The Bank of New York Mellon Trust Company, N.A., as Trustee, ZB, National Association and Zions Bancorporation, incorporated by reference to Exhibit 4.1 of Form 8-K filed on October 2, 2018.
|
*
|
|
|
|
|
|
|
Subordinated Debt Indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to subordinated debt securities of Zions Bancorporation, incorporated by reference to Exhibit 4.2 of Form 10-K for the year ended December 31, 2017.
|
*
|
|
|
|
|
|
|
Supplemental Indenture dated June 30, 2009 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee (filed herewith).
|
|
|
|
|
|
|
|
Second Supplemental Indenture dated November 5, 2013 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee (filed herewith).
|
|
|
|
|
|
|
|
Third Supplemental Indenture dated April 21, 2014 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.6 of Form S-3 (File No. 333-195408) filed on April 21, 2014.
|
*
|
|
|
|
|
|
|
Fourth Supplemental Indenture, dated as of September 30, 2018, by and among The Bank of New York Mellon Trust Company, N.A., as Trustee, ZB, National Association and Zions Bancorporation, incorporated by reference to Exhibit 4.2 of Form 8-K filed on October 2, 2018.
|
*
|
|
|
|
|
|
|
Junior Subordinated Indenture dated August 21, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to junior subordinated debentures of Zions Bancorporation, incorporated by reference to Exhibit 4.3 of Form 10-K for the year ended December 31, 2017.
|
*
|
|
|
|
|
|
|
Warrant to purchase up to 5,789,909 shares of Common Stock, issued on November 14, 2008, incorporated by reference to Exhibit 4.4 of Form 10-K for the year ended December 31, 2013.
|
*
|
|
|
|
|
|
|
Warrant Agreement, between Zions Bancorporation and Zions First National Bank (now known as Zions Bancorporation, National Association), and Warrant Certificate, incorporated by reference to Exhibit 4.5 of Form 10-K for the year ended December 31, 2016.
|
*
|
|
|
|
|
|
|
First Amendment to Warrant Agreement, dated as of September 30, 2018, by and between Zions Bancorporation and ZB, National Association, incorporated by reference to Exhibit 4.3 of Form 10-Q for the quarter ended September 30, 2018.
|
*
|
|
|
|
|
|
|
Zions Bancorporation 2016-2018 Value Sharing Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2016.
|
*
|
|
|
|
|
|
|
Zions Bancorporation 2017-2019 Value Sharing Plan, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2017.
|
*
|
|
|
|
|
|
|
Zions Bancorporation 2018-2020 Value Sharing Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2018.
|
*
|
|
|
|
|
|
|
Zions Bancorporation 2017 Management Incentive Compensation Plan, incorporated by reference to Appendix I of the Bank’s Proxy Statement dated April 14, 2016.
|
*
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
Zions Bancorporation Third Restated and Revised Deferred Compensation Plan (filed herewith).
|
|
|
|
|
|
|
|
Zions Bancorporation Fourth Restated Deferred Compensation Plan for Directors (filed herewith).
|
|
|
|
|
|
|
|
Amendment to the Zions Bancorporation Fourth Restated Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2015.
|
*
|
|
|
|
|
|
|
Amegy Bancorporation, Inc. Fifth Amended and Restated Non-Employee Directors Deferred Fee Plan (Frozen upon merger with Zions Bancorporation in 2005) (filed herewith).
|
|
|
|
|
|
|
|
Zions Bancorporation Executive Management Pension Plan, incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2014.
|
*
|
|
|
|
|
|
|
Zions Bancorporation First Restated Excess Benefit Plan, incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2014.
|
*
|
|
|
|
|
|
|
Amegy Bancorporation 2004 (formerly Southwest Bancorporation of Texas, Inc.) Omnibus Incentive Plan, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2015.
|
*
|
|
|
|
|
|
|
Trust Agreement establishing the Zions Bancorporation Deferred Compensation Plan Trust by and between Zions Bancorporation and Cigna Bank & Trust Company, FSB effective October 1, 2002 (filed herewith).
|
|
|
|
|
|
|
|
Amendment to the Trust Agreement Establishing the Zions Bancorporation Deferred Compensation Plans Trust, effective September 1, 2006 (filed herewith).
|
|
|
|
|
|
|
|
Amendment to the Trust Agreement establishing the Zions Bancorporation Deferred Compensation Plan Trust by and between Zions Bancorporation and Cigna Bank & Trust Company, FSB substituting Prudential Bank & Trust, FSB as the trustee, incorporated by reference to Exhibit 10.12 of Form 10-K for the year ended December 31, 2016.
|
*
|
|
|
|
|
|
|
Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 1, 2006 (filed herewith).
|
|
|
|
|
|
|
|
Revised schedule C to Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 13, 2006 (filed herewith).
|
|
|
|
|
|
|
|
Third Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, dated June 13, 2012, incorporated by reference to Exhibit 10.17 of Form 10-K for the year ended December 31, 2017.
|
*
|
|
|
|
|
|
|
Fifth Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans (filed herewith).
|
|
|
|
|
|
|
|
Sixth Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, dated August 17, 2015, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2015.
|
*
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
Seventh Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, effective September 30, 2018, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2018.
|
*
|
|
|
|
|
|
|
Second Amendment to the Zions Bancorporation Pension Plan, dated July 17, 2017, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2017.
|
*
|
|
|
|
|
|
|
Third Amendment to the Zions Bancorporation Pension Plan, dated October 30, 2017, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2018.
|
*
|
|
|
|
|
|
|
Zions Bancorporation Restated Pension Plan effective January 1, 2009, including amendments adopted through December 31, 2013, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2018.
|
*
|
|
|
|
|
|
|
First Amendment to the Zions Bancorporation Restated Pension Plan, effective October 1, 2018, dated October 29, 2018 (filed herewith).
|
|
|
|
|
|
|
|
Second Amendment to the Zions Bancorporation Restated Pension Plan, effective December 31, 2018, dated December 31, 2018 (filed herewith).
|
|
|
|
|
|
|
|
Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, Restated and Amended effective January 31, 2007, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2018.
|
*
|
|
|
|
|
|
|
Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 31, 2018, effective January 1, 2019 (filed herewith).
|
|
|
|
|
|
|
|
Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated July 3, 2006 (filed herewith).
|
|
|
|
|
|
|
|
First Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 5, 2010, incorporated by reference to Exhibit 10.25 of Form 10-K for the year ended December 31, 2015.
|
*
|
|
|
|
|
|
|
Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 5, 2010, incorporated by reference to Exhibit 10.26 of Form 10-K for the year ended December 31, 2015.
|
*
|
|
|
|
|
|
|
Third Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 30, 2010, incorporated by reference to Exhibit 10.27 of
Form 10-K for the year ended December 31, 2015.
|
*
|
|
|
|
|
|
|
Fourth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated October 1, 2014, incorporated by reference to Exhibit 10.25 of
Form 10-K for the year ended December 31, 2014.
|
*
|
|
|
|
|
|
|
Fifth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated October 1, 2014, incorporated by reference to Exhibit 10.26 of
Form 10-K for the year ended December 31, 2014.
|
*
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
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, incorporated by reference to Exhibit 10.2 of
Form 10-Q for the quarter ended September 30, 2015.
|
*
|
|
|
|
|
|
|
Seventh Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 27, 2016, incorporated by reference to Exhibit 10.31 of
Form 10-K for the year ended December 31, 2016.
|
*
|
|
|
|
|
|
|
Eighth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, effective September 30, 2018, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended September 30, 2018.
|
*
|
|
|
|
|
|
|
Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.1 of Form S-8 filed on July 1, 2015.
|
*
|
|
|
|
|
|
|
Form of Restricted Stock Award Agreement subject to holding requirement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.2 of Form S-8 filed on July 1, 2015.
|
*
|
|
|
|
|
|
|
Form of Standard Restricted Stock Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.3 of Form S-8 filed on July 1, 2015.
|
*
|
|
|
|
|
|
|
Form of Standard Restricted Stock Unit Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.4 of Form S-8 filed on July 1, 2015.
|
*
|
|
|
|
|
|
|
Form of Restricted Stock Unit Agreement subject to holding requirement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.5 of Form S-8 filed on July 1, 2015.
|
*
|
|
|
|
|
|
|
Form of Standard Stock Option Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.6 of Form S-8 filed on July 1, 2015.
|
*
|
|
|
|
|
|
|
Form of Standard Directors Stock Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.7 of Form S-8 filed on July 1, 2015.
|
*
|
|
|
|
|
|
|
Form of Change in Control Agreement between the Bank and Certain Executive Officers (filed herewith).
|
|
|
|
|
|
|
|
Addendum to Change in Control Agreement, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2014.
|
*
|
|
|
|
|
|
|
Form of Change in Control Agreement between the Bank and Dallas E. Haun, dated May 23, 2008, incorporated by reference to Exhibit 10.39 of Form 10-K for the year ended December 31, 2014.
|
*
|
|
|
|
|
|
|
List of Subsidiaries of Zions Bancorporation, National Association (filed herewith).
|
|
|
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm (filed herewith).
|
|
|
|
|
|
|
|
Certification by Chief Executive Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
Certification by Chief Financial Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
|
|
|
|
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 December 31, 2018 and December 31, 2017, (ii) the Consolidated Statements of Income for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, December 31, 2017, and December 31, 2016 and (vi) the Notes to Consolidated Financial Statements (filed herewith).
|
|
By
|
/s/ Harris H. Simmons
|
|
HARRIS H. SIMMONS, Chairman
and Chief Executive Officer
|
/s/ Harris H. Simmons
|
|
/s/ Paul E. Burdiss
|
HARRIS H. SIMMONS, Director, Chairman
and Chief Executive Officer
(Principal Executive Officer)
|
|
PAUL E. BURDISS, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
|
/s/ Alexander J. Hume
|
|
/s/ Jerry C. Atkin
|
ALEXANDER J. HUME, Controller
(Principal Accounting Officer)
|
|
JERRY C. ATKIN, Director
|
/s/ Gary L. Crittenden
|
|
/s/ Suren K. Gupta
|
GARY L. CRITTENDEN, Director
|
|
SUREN K. GUPTA, Director
|
/s/ J. David Heaney
|
|
/s/ Vivian S. Lee
|
J. DAVID HEANEY, Director
|
|
VIVIAN S. LEE, Director
|
/s/ Scott J. McLean
|
|
/s/ Edward F. Murphy
|
SCOTT J. MCLEAN, Director
|
|
EDWARD F. MURPHY, Director
|
/s/ Roger B. Porter
|
|
/s/ Stephen D. Quinn
|
ROGER B. PORTER, Director
|
|
STEPHEN D. QUINN, Director
|
/s/ Barbara A. Yastine
|
|
|
BARBARA A. YASTINE, Director
|
|
|
|
|
|
|
|
|
|
|
PAGE
|
|||
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
|
|
2
|
|
||
Section 1.01
|
|
Definitions
|
|
2
|
|
Section 1.02
|
|
Effect of Headings and Table of Contents
|
|
3
|
|
Section 1.03
|
|
Separability Clause
|
|
3
|
|
Section 1.04
|
|
Limited Application of Supplemental Indenture
|
|
3
|
|
Section 1.05
|
|
Governing Law
|
|
3
|
|
|
|
||||
ARTICLE TWO COVENANTS
|
|
5
|
|
||
Section 2.01
|
|
Conversion Privilege
|
|
5
|
|
Section 2.02
|
|
Conversion Agent
|
|
5
|
|
Section 2.03
|
|
Reservation of Preferred Stock
|
|
5
|
|
Section 2.04
|
|
Cancellation of Converted Securities
|
|
6
|
|
|
|
||||
ARTICLE THREE CONVERSION
|
|
6
|
|
||
Section 3.01
|
|
Conversion Procedures
|
|
6
|
|
Section 3.02
|
|
Treatment of Interest
|
|
7
|
|
Section 3.03
|
|
Taxes on Conversion
|
|
7
|
|
|
|
|
|
|
|
|
Series A Depositary:
|
|
Zions First National Bank
|
||||
|
|
10 East South Temple, 12th Floor
|
||||
|
|
Salt Lake City, UT 84133
|
||||
|
|
Attn: Shelene Brown
|
||||
|
|
|||||
Series C Depositary:
|
|
Zions First National Bank
|
||||
|
|
10 East South Temple, 12th Floor
|
||||
|
|
Salt Lake City, UT 84133
|
||||
|
|
Attn: Shelene Brown
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
By:
|
|
/S/ D
OYLE
L. A
RNOLD
|
|
|
Doyle L. Arnold
|
|
|
Chief Financial Officer
|
|
||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
|
||
|
|
|
By:
|
|
/S/ R
AYMOND
T
ORRES
|
|
|
Authorized Officer
|
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
|
|
|
|
|
Signature(s)
|
|
|
|
If Depositary Shares or Outstanding Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address:
|
|
|
(Name)
|
|
|
|
(Address)
|
|
|
Social Security or other Identification Number, if any
|
|
|
[Signature Guaranteed]
|
1.
|
Principal amount of Outstanding 5.65% Notes to be converted (if any): U.S. $
|
2.
|
Principal amount and denomination of Outstanding 5.65% Notes representing unconverted principal amount to be issued (if any):
|
3.
|
Principal amount of Outstanding 6.00% Note to be converted (if any): U.S. $
|
4.
|
Principal amount and denomination of Outstanding 6.00% Notes representing unconverted principal amount to be issued (if any):
|
5.
|
Principal amount of Outstanding 5.50% Note to be converted (if any): U.S. $
|
6.
|
Principal amount and denomination of Outstanding 5.50% Notes representing unconverted principal amount to be issued (if any):
|
7.
|
Total principal amount of Outstanding Notes to be converted: U.S. $
(amount must equal the sum of the amounts entered on lines 1, 3 and 5)
|
8.
|
Aggregate amount of $1,000 liquidation preference of Depositary Shares, representing an interest in the Series A Preferred Stock, into which the Outstanding Note(s) shall be converted: U.S. $
|
9.
|
Aggregate amount of $1,000 liquidation preference of Depositary Shares, representing an interest in the Series C Preferred Stock, into which the Outstanding Note(s) shall be converted: U.S. $
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
By:
|
|
/s/ W. David Hemingway
|
|
|
Name: W. David Hemingway
|
|
|
Title: Executive Vice President
|
|
||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
|
||
|
|
|
By:
|
|
/s/ Teresa Petta
|
|
|
Name: Teresa Petta
|
|
|
Title: Vice President
|
(a)
|
Base Salary.
A Participant shall be permitted to defer a maximum of fifty (50%) of Base Salary earned in a Plan Year. In the case of a Participant whose Base Salary contains a commission element, the Participant shall be permitted to defer a maximum of fifty percent (50%) of all commissions earned in the Plan Year.
|
(b)
|
Bonus
. A participant shall be permitted to defer a maximum of one hundred (100%) of all amounts otherwise includible as Bonus pay (as defined in Section 2.4) with respect to a Plan Year.
|
(c)
|
No Minimum Deferral.
There shall be no minimum deferral percentage which may be elected by an Eligible Employee, whether applicable to Base Salary, Bonus or both. Nevertheless, the Committee may, in its discretion, establish without further written amendment to this Plan a
minimum deferral percentage amount, incremental deferral percentage or minimum dollar amount applicable to Base Salary or Bonus(es) for any given Plan Year.
|
(d)
|
Hardship Withdrawal Request.
All deferrals by an Eligible Employee for the remainder of the Plan Year shall cease in the event the Committee approves a request of the Eligible Employee for a Hardship withdrawal for that Plan Year. No cessation of deferrals shall affect any limit established pursuant to Section 3.4(c) above, and no deferral amounts so reduced or not made shall be required to be made in addition to any future deferrals that are not affected by the Hardship request. This rule shall also apply in the same manner if the hardship withdrawal is made by the Eligible Employee from the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan.
|
|
|||
|
|
|
|
|
|
|
|
|
|
PAGE
|
|
Section 1
|
Establishment of Trust
|
1
|
|
|
|
|
|
Section 2
|
Payments to Plan Participants and Their Beneficiaries
|
2
|
|
|
|
|
|
Section 3
|
Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent
|
3
|
|
|
|
|
|
Section 4
|
Payments to Company
|
4
|
|
|
|
|
|
Section 5
|
Investment Authority
|
4
|
|
|
|
|
|
Section 6
|
Disposition of Income
|
4
|
|
|
|
|
|
Section 7
|
Accounting by Trustee
|
4
|
|
|
|
|
|
Section 8
|
Responsibility of Trustee
|
5
|
|
|
|
|
|
Section 9
|
Compensation and Expenses of Trustee
|
6
|
|
|
|
|
|
Section 10
|
Resignation and Removal of Trustee
|
6
|
|
|
|
|
|
Section 11
|
Appointment of Successor
|
7
|
|
|
|
|
|
Section 12
|
Amendment or Termination
|
7
|
|
|
|
|
|
Section 13
|
Miscellaneous
|
7
|
|
|
|
|
|
Section 14
|
Effective Date
|
8
|
|
(a)
|
This Agreement made this 1
st
day of October, 2002, by and between Zions Bancorporation (the “Company”) and CIGNA Bank & Trust Company, FSB, a federal savings bank with its principal office and place of business in Hartford, Connecticut (the “Trustee”);
|
(b)
|
WHEREAS, Company has adopted the Zions Bancorporation Deferred Compensation Plan (the “Plan”);
|
(c)
|
WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;
|
(d)
|
WHEREAS, the Company wishes to establish the Zions Bancorporation Deferred Compensation Plan Trust (hereinafter called “Trust”or “Trust Fund”) and to contribute to the Trust assets that shall be held herein, subject to the claims of Company’s creditors in the event of Company’s insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;
|
(e)
|
WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation and/or benefits for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;
|
(f)
|
WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist in the meeting of its liabilities under the Plan.
|
(a)
|
Company hereby deposits with Trustee in trust certain good and valuable consideration, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.
|
(b)
|
The Trust hereby established shall be irrevocable.
|
(c)
|
The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.
|
(a)
|
Company shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provisions for reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company.
|
(b)
|
The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.
|
(c)
|
Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. Trustee shall require Company to provide reasonable written documentation that such payments have been made directly to such participant or beneficiary. In addition, if the principal
|
(a)
|
Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is insolvent. Company shall be considered “insolvent” for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) Company is determined to be insolvent.
|
(b)
|
At all times during the continuance of this Trust, as provided in Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.
|
(a)
|
Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company or any delegate appointed by the Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by
|
(b)
|
If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.
|
(c)
|
Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder, including recordkeeping, reporting, custody of assets or proxy voting. Such agents may include affiliates of the Trustee.
|
(d)
|
Trustee shall have, without exclusion, all powers conferred in Trustees in accordance with applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy.
|
(e)
|
The Company shall indemnify and hold harmless the Trustee from and against any and all claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act done or omitted to be done, except where the same is finally adjudicated to be due to the negligence or willful misconduct of the Trustee.
|
(f)
|
In addition to and in no way in limitation of the indemnification of paragraph (e) of this section, the Company hereby agrees to indemnify and hold harmless the Trustee from and against any claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act or omission of any prior, subsequent or existing trustee of the Plan.
|
(a)
|
Trustee may resign at any time by written notice to Company, which shall be effective 30 (thirty) days after receipt of such notice unless Company and Trustee agree otherwise.
|
(b)
|
Trustee may be removed by Company on 30 (thirty) days notice or upon shorter notice accepted by Trustee.
|
(c)
|
The Trustee’s service pursuant to this Agreement is conditioned upon the existence of one or more contracts between the Company and Connecticut General providing for full Plan recordkeeping services. In the event the contract providing for such recordkeeping services is discontinued or terminated, this Trust Agreement shall be terminated as well with no further notice from either party to the other as of the date of discontinuance or termination of the contract providing for Plan recordkeeping services.
|
(d)
|
Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.
|
(a)
|
This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable after it has become irrevocable in accordance with Section l(b) hereof.
|
(b)
|
The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.
|
(a)
|
Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.
|
(b)
|
Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.
|
|
||||||
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|
|
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|
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|
|
Attest:
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
|
|||
|
|
|
|
By
|
|
/s/ W. David Hemingway
|
|
|
|
|
Its
|
|
|
|
|
|
|
Date
|
|
8/9/2002
|
|
|
|
||||
Attest:
|
|
|
|
CIGNA BANK & TRUST COMPANY, FSB
|
||
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|||
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|
By
|
|
/s/ Lori Thielen
|
|
|
|
|
Its
|
|
|
|
|
|
|
Date
|
|
8/9/2002
|
|
|
1.
|
The Schedule of Covered Plans (Exhibit A of the Trust Agreement) is deleted in its entirety and replaced by the updated Schedule of Covered Plans attached hereto and forms a part hereof.
|
|
|
1.
|
Zions Bancorporation Excess Benefit Plan
|
|
|
2.
|
Zions Bancorporation Post 2004 Excess Benefit Plan
|
|
|||
|
|
|
|
|
|
|
|
Section 1.
|
Definitions
|
2
|
|
|
|
|
|
Section 2.
|
Trust
|
6
|
|
(a)
|
Establishment
|
6
|
|
(b)
|
Grantor Trust
|
7
|
|
(c)
|
Trust Assets
|
7
|
|
(d)
|
Non-Assignment
|
7
|
|
|
|
|
|
Section 3.
|
Payments to Sponsor
|
7
|
|
|
|
|
|
Section 4.
|
Disbursements
|
7
|
|
(a)
|
Directions from Administrator
|
7
|
|
(b)
|
Limitations
|
8
|
|
|
|
|
|
Section 5.
|
Investment of Trust
|
8
|
|
(a)
|
Selection of Investment Options
|
8
|
|
(b)
|
Available Investment Options
|
8
|
|
(c)
|
Investment Directions
|
8
|
|
(d)
|
Unfunded Status of Plan
|
8
|
|
(e)
|
Mutual Funds
|
9
|
|
|
(i) Execution of Purchases and Sales
|
9
|
|
|
(ii) Voting
|
9
|
|
(f)
|
Zions Common Stock in the Zion Bancorporation Restated Deferred Compensation Plan
|
9
|
|
|
(i) Acquisition Limit
|
10
|
|
|
(ii) Duty
|
10
|
|
|
|||
|
|
|
|
|
(iii) Purchases and Sales of Zions Common Stock
|
10
|
|
|
(iv) Execution of Purchases and Sales of Units
|
11
|
|
|
(v) Securities Law Reports
|
11
|
|
|
(vi) Voting and Tender Offers
|
11
|
|
|
(vii) General
|
12
|
|
|
(viii) Conversion
|
12
|
|
(g)
|
Zions Preferred Stock in the Zion Bancorporation Restated Deferred Compensation Plan
|
12
|
|
|
(i) Acquisition Limit
|
12
|
|
|
(ii) Duty
|
12
|
|
|
(iii) Purchases and Sales of Zions Preferred Stock
|
13
|
|
|
(iv) Execution of Purchases and Sales of Units
|
14
|
|
|
(v) Securities Law Reports
|
14
|
|
|
(vi) Voting and Tender Offers
|
14
|
|
|
(vii) General
|
15
|
|
|
(viii) Conversion
|
15
|
|
(h)
|
Zions Common Stock in the Zions Bancorporation Restated Deferred Compensation Plan for Directors and the Restated Amegy Bancorporation, Inc. Non-Employees Directors Deferred Fee Plan
|
15
|
|
|
(i) Acquisition Limit
|
15
|
|
|
(ii) Purchases and Sales of Zions Common Stock for Batch Activity
|
15
|
|
|
(iii) Purchases and Sales of Zions Common Stock for Participant-Initiated Exchanges (“Real Time” Trading)
|
16
|
|
|
(iv) Use of an Affiliated Broker
|
17
|
|
|
(v) Securities Law Reports
|
17
|
|
|
(vi) Voting and Tender Offers
|
17
|
|
|
(vii) General
|
17
|
|
|
(viii) Conversion
|
17
|
|
|
(ix) Nasdaq Subscriber Agreement
|
18
|
|
|
(i) Trustee Powers
|
18
|
|
|
|||
|
|
|
|
|
|
|
|
Section 6.
|
Recordkeeping and Administrative Services to Be Performed
|
19
|
|
(a)
|
General
|
19
|
|
(b)
|
Accounts
|
19
|
|
(c)
|
Inspection and Audit
|
19
|
|
(d)
|
Notice of Plan Amendment
|
19
|
|
(e)
|
Returns, Reports and Information
|
19
|
|
|
|
|
|
Section 7.
|
Compensation and Expenses
|
20
|
|
|
|
|
|
Section 8.
|
Directions and Indemnification
|
20
|
|
(a)
|
Identity of the Sponsor and the Administrator
|
20
|
|
(b)
|
Directions from the Sponsor and the Administrator
|
20
|
|
(c)
|
Directions from Participants
|
20
|
|
(d)
|
Indemnification
|
20
|
|
(e)
|
Survival
|
21
|
|
|
|
|
|
Section 9.
|
Resignation or Removal of Trustee
|
21
|
|
(a)
|
Resignation and Removal
|
21
|
|
|
|||
|
|
|
|
(b)
|
Termination
|
21
|
|
(c)
|
Notice Period
|
21
|
|
(d)
|
Transition Assistance
|
21
|
|
(e)
|
Failure to Appoint Successor
|
22
|
|
|
|
|
|
Section 10.
|
Successor Trustee
|
22
|
|
(a)
|
Appointment
|
22
|
|
(b)
|
Acceptance
|
22
|
|
(c)
|
Corporate Action
|
22
|
|
|
|
|
|
Section 11.
|
Resignation, Removal, and Termination Notices
|
22
|
|
|
|
|
|
Section 12.
|
Duration
|
22
|
|
|
|
|
|
Section 13.
|
Insolvency of Sponsor
|
23
|
|
|
|
|
|
Section 14.
|
Amendment or Modification
|
23
|
|
|
|
|
|
Section 15.
|
Electronic Services
|
23
|
|
|
|
|
|
Section 16.
|
Assignment
|
25
|
|
|
|
|
|
Section 17.
|
Force Majeure
|
25
|
|
|
|
|
|
Section 18.
|
Confidentiality
|
25
|
|
|
|
|
|
Section 19.
|
General
|
25
|
|
(a)
|
Performance by Trustee, its Agents or Affiliates
|
25
|
|
(b)
|
Entire Agreement
|
26
|
|
(c)
|
Waiver
|
26
|
|
(d)
|
Successors and Assigns
|
26
|
|
(e)
|
Partial Invalidity
|
26
|
|
(f)
|
Section Headings
|
26
|
|
(g)
|
Communications
|
26
|
|
(h)
|
Survival
|
26
|
|
(i)
|
Merger
|
27
|
|
|
|
|
|
Section 20.
|
Use of Data
|
27
|
|
|
|
|
|
Section 21.
|
Governing Law
|
27
|
|
(a)
|
Massachusetts Law Controls
|
27
|
|
|
|||
|
|
|
|
(b)
|
Trust Agreement Controls
|
27
|
|
|
|||
|
|
|
|
|
|
|
|
SCHEDULES
|
|
29
|
|
|
|
|
|
Schedule “A”
|
Recordkeeping and Administrative Services .
|
29
|
|
Schedule “B”
|
Fee Schedule
|
32
|
|
Schedule “C”
|
Investment Options
|
33
|
|
Schedule “D”
|
Operational Guidelines for Non-Fidelity Mutual Funds
|
35
|
|
Schedule “E”
|
Availabel Liquidity Procedures for Unitized Stock Funds
|
37
|
|
(h)
|
Zions Common Stock in the Zions Bancorporation Restated Deferred Compensation Plan for Directors and the Restated Amegy Bancorporation. Inc. Non-Employees Directors Deferred Fee Plan.
|
|
||
|
|
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
By:
|
|
/s/ Diana M. Andersen
|
|
|
Authorized Signatory
|
|
|
|
Name:
|
|
Diana M. Andersen
|
Title:
|
|
|
Date:
|
|
|
|
||
|
|
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||
|
|
|
By:
|
|
/s/ Stephanie Sheehan
|
|
|
Authorized Signatory
|
|
|
|
Name:
|
|
Stephanie Sheehan
|
Date:
|
|
9/20/2006
|
|
|
|
|
*
|
Establishment and maintenance of Participant account and election percentages.
|
|
|
|
|
*
|
Maintenance of the Plan investment options set forth on Schedule “C”.
|
|
|
|
|
*
|
Maintenance of the money classifications set forth in the Plan Administration Manual.
|
|
|
|
|
*
|
The Trustee will provide the recordkeeping and administrative services set forth on this Schedule “A” or as otherwise agreed to in writing (or by means of a secure electronic medium) between Sponsor and Trustee. The Trustee may unilaterally add or enhance services, provided such addition or enhancement is made globally across the Trustee’s client base and provided there is no impact on fees set forth in Schedule “B.”
|
|
|
|
|
1
|
Participant service representatives are available each Business Day at the times set forth in the Plan Administration Manual via toll free telephone service for Participant inquiries and transactions.
|
|
|
|
|
2
|
Through the automated voice response system and on-line account access via the world wide web, Participants also have virtually 24 hour account inquiry and transaction capabilities.
|
|
|
|
|
3
|
For security purposes, all calls are recorded. In addition, several levels of security are available including the verification of a PIN or such other personal identifier as may be agreed to from time to time by the Sponsor and the Trustee.
|
|
|
|
|
4
|
The following services are available via the telephone or such other electronic means as may be agreed upon from time to time by the Sponsor and the Trustee and will be provided as soon as administratively feasible or within such other timeline as may be agreed upon in writing between the Sponsor and Trustee:
|
•
|
Process Participant enrollments, in accordance with the procedures set forth in the Plan Administration Manual.
|
•
|
Provide Plan investment option information consisting of, but not limited, to prospectus and performance summaries.
|
•
|
Provide and maintain information and explanations about Plan provisions.
|
•
|
Respond to and provide requests for literature.
|
•
|
Maintain and process changes to Participants’ contribution allocations for all money sources, if applicable.
|
•
|
Process exchanges (transfers) between investment options on a daily basis.
|
•
|
Process in-service withdrawals, hardship withdrawals, and full distributions in accordance with the procedures set forth in the Plan Administration Manual.
|
|
|
|
|
1
|
Process consolidated payroll contributions according to the Sponsor’s payroll frequency via EDT, consolidated magnetic tape or diskette. The data format will be provided by the Trustee via EDT, PSW, or as otherwise agreed upon in writing. If there is a change in data format, the Trustee will provide reasonably advanced notification to Sponsor.
|
|
|
|
|
2
|
Maintain and update employee data necessary to support Plan administration. The data will be submitted according to payroll frequency.
|
|
|
|
|
3
|
Provide daily Plan and Participant level accounting for all Plan investment options.
|
|
|
|
|
4
|
Provide daily Plan and Participant level accounting for all money classifications for the Plan.
|
|
|
|
|
5
|
Audit and reconcile the Plan and Participant accounts daily.
|
|
|
|
|
6
|
Reconcile and process Participant withdrawal requests and distributions in accordance with the procedures set forth in the Plan Administration Manual. All requests are paid based on the current market values of Participants’ accounts, not advanced or estimated values. A distribution report will accompany each check.
|
|
|
|
|
7
|
Maintain and process changes to Participants’ existing hypothetical investment mix elections.
|
|
|
|
|
1
|
Provide confirmation to Participants of all Participant initiated transactions either online or via the mail, as selected by the Participant. Online confirms are generated upon submission of a transaction and mail confirms are available by mail generally within five (5) calendar days of the transaction.
|
|
|
|
|
2
|
Provide Participant statements in accordance with the procedures set forth in the Plan Administration Manual.
|
|
|
|
|
1
|
Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last business day of the month. The report will be delivered not later than ten (10) calendar days after the end of each month in the absence of unusual circumstances.
|
|
|
|
|
1
|
Provide federal and state tax reporting and withholding on benefit payments made to Participants and beneficiaries in accordance with this Agreement.]
|
|
|
|
|
2
|
Provide Mutual Fund tax reporting (Forms 1099 DIV. and 1099-B) to the Sponsor.
|
|
|
|
|
1
|
Design, produce and distribute a customized comprehensive communications program for employees. The program may include multimedia informational materials, investment education and planning materials, access to Fidelity’s homepage on the internet and STAGES magazine. Additional fees for such services may apply as mutually agreed upon between Sponsor and Trustee.
|
|
|
|
|
1
|
Plan Sponsor Webstation
: The Fidelity Participant Recordkeeping System is available on-line to the Sponsor via the Plan Sponsor Webstation. PSW is a graphical, Windows- based application that provides current Plan and Participant-level information, including indicative data, account balances, activity and history. The Sponsor agrees that PSW access will not be granted to third parties without the prior consent of the Trustee.
|
|
|
|
|
2
|
Change of Address by Telephone
: The Trustee shall allow Participants as directed by the Sponsor and documented in the Plan Administration Manual, to make address changes via Fidelity’s toll-free telephone service.
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||||
|
|
|
|
|
|
|
||||||
By:
|
|
/s/ Diana M. Andersen
|
|
8/18/2006
|
|
|
|
By:
|
|
/s/ Stephanie Sheehan
|
|
9/20/2006
|
|
|
Authorized Signatory
|
|
Date
|
|
|
|
|
|
Authorized Signatory
|
|
Date
|
|
||
|
|
|
|
|
|
Annual Recordkeeping Fee:
|
|
Fee waived.
|
|
|
|
Non-Fidelity Mutual Funds:
|
|
Fees paid directly to Fidelity Investments
Institutional Operations Company, Inc. (FIIOC)
Or its affiliates by Non-Fidelity Mutual Fund
Vendors shall be posted and updated quarterly
on Plan Sponsor Webstation at
https://psw.fidelity.com
or successor site.
|
•
|
Other Fees: separate charges may apply for extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. The Administrator may withdraw reasonable administrative fees from the Trust by written direction to Fidelity.
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||||
|
|
|
|
|
|
|
||||||
By:
|
|
/s/ Diana M. Andersen
|
|
8/18/2006
|
|
|
|
By:
|
|
/s/ Stephanie Sheehan
|
|
9/20/2006
|
|
|
Authorized Signatory
|
|
Date
|
|
|
|
|
|
Authorized Signatory
|
|
Date
|
•
|
Fidelity Capital & Income Fund
|
•
|
Fidelity Freedom 2000 Fund
®
|
•
|
Fidelity Freedom 2005 Fund
®
|
•
|
Fidelity Freedom 2010 Fund
®
|
•
|
Fidelity Freedom 2015 Fund
®
|
•
|
Fidelity Freedom 2020 Fund
®
|
•
|
Fidelity Freedom 2025 Fund
®
|
•
|
Fidelity Freedom 2030 Fund
®
|
•
|
Fidelity Freedom 2035 Fund
®
|
•
|
Fidelity Freedom 2040 Fund
®
|
•
|
Fidelity Freedom Income Fund
®
|
•
|
Fidelity Retirement Money Market Portfolio
|
•
|
Fidelity U.S. Bond Index Fund
|
•
|
AllianceBernstein International Value Fund - Advisor Class
|
•
|
American Beacon Large Cap Value Fund - PlanAhead Class
|
•
|
BlackRock International Opportunities Fund - Institutional Class
|
•
|
Columbia Acorn USA Fund - Class Z
|
•
|
Evergreen Special Values Fund - Institutional Class
|
•
|
Janus Mid Cap Value Fund - Investor Class
|
•
|
Julius Baer International Equity Fund - Class A
|
•
|
Lazard Emerging Markets Portfolio - Institutional Class
|
•
|
Legg Mason Partners Aggressive Growth Fund - Class A
|
•
|
Loomis Sayles Bond - Institutional Class
|
•
|
Loomis Sayles Global Bond - Institutional Class
|
•
|
Morgan Stanley Institutional International Real Estate Portfolio - Class A
|
•
|
PIMCO Commodity Real Return Strategy Fund - Institutional Class
|
•
|
PIMCO Total Return Fund - Institutional Class
|
•
|
Rainier Small/Mid Cap Equity Portfolio - Investor Class
|
•
|
Spartan® International Index Fund - Investor Class
|
•
|
Spartan® Total Market Index Fund - Investor Class
|
•
|
Spartan® U.S. Equity Index Fund - Investor Class
|
•
|
Vanguard Mid-Cap Index Fund - Admiral Class
|
•
|
Vanguard REIT Index Fund - Admiral Class
|
•
|
Vanguard Small-Cap Index Fund - Admiral Class
|
•
|
Victory Diversified Stock Fund - Class A
|
•
|
Wasatch Core Growth Fund
|
•
|
Wasatch Small Cap Value Fund
|
•
|
Zions Common Stock Fund
|
•
|
Zions Preferred Stock Fund
|
•
|
Fidelity Retirement Money Market Portfolio
|
•
|
Zions Common Stock Fund
|
•
|
Zions Common Stock Fund
|
|
||||
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
||||
|
|
|
||
By:
|
|
/s/ Connie Linardakis
|
|
9/13/2006
|
|
|
Authorized Signatory
|
|
Date
|
|
|
|
|
1.
|
Withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring a sale of Stock Fund units shall be honored for that day.
|
|
|
|
|
2.
|
If Available Liquidity has not been exhausted by the aggregate of withdrawals and distributions, then all remaining transactions involving a sale of units in the Stock Funds (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the Stock Funds shall be honored, by group, on a FIFO basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.
|
|
|
|
|
3.
|
Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next Business Day on which there is Available Liquidity.
|
•
|
Fidelity Capital & Income Fund
|
•
|
Fidelity Freedom 2000 Fund
®
|
•
|
Fidelity Freedom 2005 Fund
®
|
•
|
Fidelity Freedom 2010 Fund
®
|
•
|
Fidelity Freedom 2015 Fund
®
|
•
|
Fidelity Freedom 2020 Fund
®
|
•
|
Fidelity Freedom 2025 Fund
®
|
•
|
Fidelity Freedom 2030 Fund
®
|
•
|
Fidelity Freedom 2035 Fund
®
|
•
|
Fidelity Freedom 2040 Fund
®
|
•
|
Fidelity Freedom Income Fund
®
|
•
|
Fidelity Retirement Money Market Portfolio
|
•
|
Fidelity U.S. Bond Index Fund
|
•
|
AllianceBernstein International Value Fund – Advisor Class
|
•
|
American Beacon Large Cap Value Fund – PlanAhead Class
|
•
|
BlackRock International Opportunities Fund – Institutional Class
|
•
|
Columbia Acorn USA Fund – Class Z
|
•
|
Evergreen Special Values Fund – Institutional Class
|
•
|
Janus Mid Cap Value Fund – Investor Class
|
•
|
Julius Baer International Equity Fund – Class A
|
•
|
Lazard Emerging Markets Portfolio – Institutional Class
|
•
|
Legg Mason Partners Aggressive Growth Fund – Class A
|
•
|
Loomis Sayles Bond – Institutional Class
|
•
|
Loomis Sayles Global Bond – Institutional Class
|
•
|
Morgan Stanley Institutional International Real Estate Portfolio – Class A
|
•
|
PIMCO Commodity Real Return Strategy Fund – Institutional Class
|
•
|
PIMCO Total Return Fund – Institutional Class
|
•
|
Rainier Small/Mid Cap Equity Portfolio – Investor Class
|
•
|
Spartan
®
International Index Fund – Investor Class
|
•
|
Spartan
®
Total Market Index Fund– Investor Class
|
•
|
Spartan
®
U.S. Equity Index Fund– Investor Class
|
•
|
Vanguard Mid-Cap Index Fund – Admiral Class
|
•
|
Vanguard REIT Index Fund – Admiral Class
|
•
|
Vanguard Small-Cap Index Fund – Admiral Class
|
•
|
Victory Diversified Stock Fund – Class A
|
•
|
Wasatch Core Growth Fund
|
•
|
Wasatch Small Cap Value Fund
|
•
|
Zions Common Stock Fund
|
•
|
Zions Preferred Stock Fund
|
•
|
Fidelity Retirement Money Market Portfolio
|
•
|
Zions Common Stock Fund
|
•
|
Zions Common Stock Fund
|
|
||||
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
||||
|
|
|
||
By:
|
|
/s/ Connie Linardakis
|
|
9/13/2006
|
|
|
Authorized signatory
|
|
Date
|
(1)
|
Effective at Market Close on September 12, 2013
, amending Schedule “C”,
Investment Options
, to delete the reference to “Zions Preferred Stock C Fund (Real Time Trading Option)”, and replace it with the following:
|
(1)
|
Zions Preferred Stock C Fund (Real Time Trading Option) (frozen to all transactions)
|
(2)
|
Effective upon completion of the above-referenced Zions Preferred Stock C Fund liquidation
, amending Section 1,
Definitions
, to delete subsection (jj),
Zions Preferred Stock C
, and (nn),
Zions Preferred Stock C Fund
, in their entirety, and re-letter all subsequent subsections accordingly.
|
(3)
|
Effective upon completion of the above-referenced Zions Preferred Stock C Fund liquidation
, amending Section 5(f),
Zions Common Stock and Zions Preferred Stock in the
|
(4)
|
Effective upon completion of the above-referenced Zions Preferred Stock C Fund liquidation
, amending Schedule “C”,
Investment Options
, to delete the following:
|
(4)
|
Zions Preferred Stock C Fund (Real Time Trading Option) (frozen to all transactions)
|
|
|
ZIONS BANCORPORATION
|
FIDELITY MANAGEMENT TRUST COMPANY
|
1.
|
The Title page is amended to provide that the name of the Plan “Zions Bancorporation Pension Plan” is changed to:
|
2.
|
The first paragraph in the Introduction is amended to read as follows:
|
3.
|
The next to penultimate paragraph in the Introduction is amended to read as follows:
|
4.
|
Plan Section 1.5 is amended to read as follows:
|
5.
|
Plan Section 1.14 is amended to read as follows:
|
6.
|
Plan Section 1.37
is amended to read as follows:
|
7.
|
Plan Section 1.50
is amended to read as follows:
|
8.
|
The Introduction is amended to add a new paragraph at the end to read as follows:
|
9.
|
A new Section 4.9 is added at the end of Article IV to read as follows:
|
10.
|
Section 10.1 is amended to read as follows:
|
11.
|
Paragraphs 1 through 7 of this First Amendment shall be effective as of October 1, 2018. Paragraphs 8 through 10 shall be effective as of the dates indicated therein. In all other respects the Plan is ratified and approved.
|
1.
|
A new Section 5.18 is added to the Plan to read as follows:
|
5.18
|
Temporary Plan Termination Election Window Permitting Immediate Distribution of Accrued Benefits in connection with Termination of the Plan.
An Eligible Participant who satisfies the requirements of this Section and who so elects during the Plan Termination Election Window, shall be entitled and may elect to receive an Immediate Distribution of the Eligible Participant’s Accrued Benefit according to the provisions of this Section.
|
(a)
|
If an Eligible Participant properly elects an Immediate Distribution under this Section 5.18, the benefit payment shall be made in the form of an Immediate Lump Sum or an Immediate Annuity, as elected. Payment of the Immediate Distribution shall be made, or commence to be made, on the Plan Termination Distribution Date (or as soon thereafter as administratively feasible).
|
(b)
|
The amount of the Immediate Lump Sum, if elected, will be calculated using the Applicable Mortality Table and Applicable Interest Rate as defined in subsections (a) and (b) of Appendix II to the Plan, respectively. The amount so determined will be adjusted, as appropriate, for early commencement by using the applicable interest rate and applicable mortality table required by Code §417(e)(3) in effect for the Plan Year that contains the Plan Termination Distribution Date. The calculation shall be determined as of the Plan Termination Distribution Date, and the benefit shall be paid or distributed within thirty days thereafter, or if later, as soon as administratively feasible. The determination of the amount of the Immediate Lump Sum shall not take into account any early retirement subsidy otherwise payable.
|
(c)
|
An Eligible Participant may, in lieu of the Immediate Lump Sum payment, elect to receive distribution in the form of an Immediate Annuity. The available options for payment of the Immediate Annuity are:
|
(i)
|
With respect to a Retirement Eligible Participant, any form of payment option the Retirement Eligible Participant may elect under the Plan, payable in accordance with the provisions in Section 5.1 (but without regard to any requirement of prior Termination of Employment), or payable in accordance with the provisions in Article VIII, if the Retirement Eligible Participant is deceased as of the Plan Termination Distribution Date.
|
(ii)
|
With respect to all other Eligible Participants, a single life annuity for the life of the Eligible Participant or, if the Eligible Participant is married on the Plan Termination Distribution Date, in the form of a joint and survivor annuity with either a 50% or 75% survivor benefit to the Eligible Participant’s surviving spouse. The amount of the Immediate Annuity benefit will be calculated using the Applicable Mortality Table and Applicable Interest Rate as defined in subsections (a) and (b) of Appendix II to the Plan, respectively. The amount so determined will be adjusted, as appropriate, for early commencement by using the applicable interest rate and applicable mortality table required by Code §417(e)(3) in effect for the Plan Year that contains the Plan Termination Distribution Date. The determination of the amount of the Immediate Annuity shall not take into account any early retirement subsidy otherwise payable.
|
(iii)
|
With respect to an individual who is an alternate payee under a QDRO that applies to the Accrued Benefits of an Eligible Participant, any annuity option described in (i) or (ii) above, subject to the terms of the QDRO, except that the alternate payee may not elect a joint and survivor annuity form of payment.
|
(d)
|
No other Immediate Distribution options shall be available to an Eligible Participant during the Plan Termination Election Window. An Eligible Participant who is married on the Plan Termination Distribution Date must obtain spousal consent to elect a form of benefit other than an available joint and survivor annuity in accordance with the Plan's normal rules.
|
(e)
|
An Eligible Participant shall not be required to elect an Immediate Distribution under this Section 5.18. However, if the Eligible Participant fails to elect an Immediate Distribution, then the Eligible Participant must elect during the Plan Termination Election Window to receive payment of his or her vested Accrued Benefit or death benefit, as applicable, in accordance with existing Plan provisions. If the Eligible Participant elects a form of benefit payment other than an Immediate Distribution and the form of benefit payment elected has a commencement date that is later than the Plan Termination Distribution Date, the Plan shall distribute a deferred annuity contract equal to the Eligible Participant’s Accrued Benefit to the Participant on the Plan Termination Distribution Date. In no event may an Eligible Participant elect to receive any form of benefit payment from the Plan (either as an Immediate Distribution under this Section 5.18 or as another form of benefit available to the Eligible Participant under the Plan) that would cause or allow for a distribution commencement date after the Plan Termination Distribution Date.
|
(f)
|
The election by an Eligible Participant of an Immediate Distribution shall comply with the spousal consent rules in Section 5.6 of the Plan, as applicable.
|
(g)
|
Coordination with Section 5.8 (“Payment of Small Benefits”). Where an Eligible Participant would be subject to both this Section 5.18 and Section 5.8 (i.e., where the Actuarial Equivalence of the Eligible Participant’s Accrued Benefit is less than $5,000 on the Plan Termination Distribution Date), the provisions in Section 5.8 shall control (but without regard to any requirement of prior Termination of Employment) and this Section 5.18 shall not apply. Payment of the Eligible Participant’s Accrued Benefit shall be made on the Plan Termination Distribution Date.
|
(h)
|
For purposes of this Section 5.18, the following terms shall have the following meanings.
|
(i)
|
“Eligible Participant” means a Participant who has not yet commenced receipt of his or her Accrued Benefit as of the Plan Termination Distribution Date.
|
(ii)
|
“Immediate Annuity” means an annuity described in Section 5.18(c), with an Annuity Starting Date that is the Plan Termination Distribution Date
|
(iii)
|
“Immediate Distribution” means an Immediate Lump Sum, an Immediate Annuity or both, as the context requires.
|
(iv)
|
“Immediate Lump Sum” means a single lump sum payment, elected by an Eligible Participant under this Section 5.18 and payable as of the Plan Termination Distribution Date in accordance with the provisions in Section 5.18(b). If the Participant's Cash Balance Account as of the Plan Termination Distribution Date is greater than the amount determined in the preceding sentence, the amount of the Cash Balance Account will be the Immediate Lump Sum.
|
(v)
|
“Plan Termination Distribution Date” means the date selected by the Committee for distribution of all remaining plan assets in connection with the Termination of Plan.
|
(vi)
|
“Plan Termination Election Window” means the period of time selected by the Committee during which an Eligible Participant may elect to receive payment as described within this Section 5.18. No Participant may elect a single sum payment or early commencement of payment or any distribution not otherwise authorized under the terms of the Plan after the close of the Plan Termination Election Window.
|
(vii)
|
“QDRO” means Qualified Domestic Relations Order, as defined in Section 1.39 and further described in Section 5.14.
|
(viii)
|
“Retirement Eligible Participant” means an Eligible Participant who as of the Plan Termination Distribution Date may commence receiving Monthly Retirement Income as described in Section 5.1 (but without regard to any requirement of prior Termination of Employment).
|
(ix)
|
“Termination of Plan” means the Plan has been terminated effective December 31, 2018, as described in Section 4.9 and Section 10.1.
|
2.
|
Section 7.1 is amended to include a new paragraph at the end thereof to read as follows:
|
(x)
|
After the Termination of Plan effective date of December 31, 2018, Determination of Disability means a Participant has a “total and permanent disability” only if the Participant is entitled to disability retirement income payments under Title II of the Federal Social Security Act, or as otherwise provided in any deferred annuity contract issued to the Participant.
|
3.
|
The second paragraph of Section 10.2(b) is amended to read as follows:
|
4.
|
Section 10.2(c) is amended to read as follows:
|
(c)
|
Upon termination of the Plan, benefits of missing Participants shall be treated in accordance with ERISA Section 4050. For this purpose any Participant who has not elected a benefit distribution from the Plan (that is, who has failed to return the necessary documentation electing one of the benefit options mandated under Section 5.18(e)) by the Plan Termination Distribution Date (as defined in Section 5.18(h)(v)) shall be deemed a missing Participant.
|
5.
|
This Second Amendment shall be effective as of December 31, 2018, except as may be otherwise provided herein. In all other respects the Plan is ratified and confirmed.
|
3.
|
Section 6.2(b) is amended to read as follows:
|
4.
|
Section 6.4 is amended to read as follows:
|
(a)
|
Effective January 1, 2006, and for all Plan Years thereafter t
he Administrator
has and
shall determine allocations of Matching Contributions on the basis of the Plan Year,
without regard to when during the Plan Year the Participant’s Elective Deferral or the Employer’s Matching Contribution is made. All pre-tax Elective Deferrals and Roth Elective Deferrals and all Matching Contributions shall be subject
to the maximum amount of Annual Compensation that may be taken into account under Code §401(a)(17). Matching Contributions, whether or not made on a periodic basis during the Plan Year, shall be allocated to Accounts of Participants without regard to any minimum Service or specific day
of
employment requirement.
|
(b)
|
For a Participant whose Employment Commencement Date is on or after January 1, 2019, only the rules in this subsection (b) shall apply. Such a Participant shall not receive an allocation of Employer Matching Contributions for any period that is prior to the Applicable Date. From and after the Applicable Date the Participant shall be entitled to an allocation of Employer Matching Contributions for the remainder of the Plan Year containing the Applicable Date without regard to when during that portion of the Plan Year the Participant’s Elective Deferrals or the Employer’s Matching Contributions are made, provided that, only the aggregate of the Participant’s pre-tax Elective Deferrals and Roth Elective Deferrals made and only Compensation received by the Participant from and after the Applicable Date in that Plan Year shall be taken into account. For all Plan Years thereafter the Employer Matching Contribution shall be allocated according to the aggregate of the Participant’s pre-tax Elective Deferrals and Roth Elective Deferrals and the total Compensation of the Participant for the Plan Year without regard to when during the Plan Year the Participant’s Elective Deferrals or the Employer’s Matching Contributions are made. All pre-tax Elective Deferrals and Roth Elective Deferrals made and all Matching Contributions allocated under this subsection (b) shall be subject to the maximum amount of Annual Compensation that may be taken into account under Code §401(a)(17). Matching Contributions shall be allocated to Accounts of Participants without regard to any minimum Service or specific day of employment requirement.
|
(c)
|
Except as otherwise provided in this Section 6.4, the Administrator shall determine allocations of Employer Non-Elective Contributions on the basis of the Plan Year. In allocating Employer Non-Elective Contributions to a Participant's Account, the Administrator shall take into account only Compensation paid
to
the Employee from and after the
Applicable Date
.
Employer Non-Elective Contributions for any Plan Year
shall be allocated only to Accounts of Participants who complete at least 1,000 Hours of Service during the Plan Year and who are employed by the Employer on the last day of the Plan Year. The rules set forth in subsection
(d)
below shall also apply in determining when the Participant is eligible to receive an Employer Non-Elective Contribution.
|
|
||
|
|
|
|
|
|
Section 1. Definitions
|
1
|
|
|
|
|
Section 2. Trust
|
7
|
|
|
|
|
Section 3. Exclusive Benefit and Reversion of Sponsor Contributions
|
8
|
|
|
|
|
Section 4. Disbursements
|
8
|
|
|
|
|
Section 5. Investment of Trust
|
8
|
|
|
|
|
(a) Selection of Investments or Investment Options
|
8
|
|
|
|
|
(b) Available Investments or Investment Options
|
8
|
|
|
|
|
(c) Participant Direction
|
9
|
|
|
|
|
(d) Mutual Funds
|
9
|
|
(i) Execution of Purchases and Sales
|
10
|
|
(ii) Voting
|
10
|
|
|
|
|
(e) Sponsor Stock
|
10
|
|
(i) Acquisition Limit
|
11
|
|
(ii) Fiduciary Duty
|
11
|
|
(iii) Purchases and Sales of Sponsor Stock
|
12
|
|
(iv) Execution of Purchases and Sales of Units
|
13
|
|
|
||
|
|
|
(v) Securities Law Reports
|
13
|
|
(vi) Voting and Tender Offers
|
14
|
|
(vii) General
|
16
|
|
(viii) Conversion
|
16
|
|
|
|
|
(f) Participant Loans
|
17
|
|
|
|
|
(g) Stable Value Investments
|
17
|
|
(i) Collective Investment Funds Managed by the Trustee
|
17
|
|
|
|
|
(h) Trustee Powers
|
17
|
|
|
|
|
Section 6. Recordkeeping and Administrative Services to be Performed
|
19
|
|
|
|
|
(a) General
|
19
|
|
|
|
|
(b) Accounts
|
19
|
|
|
|
|
(c) Inspection and Audit
|
19
|
|
|
|
|
(d) Notice of Plan Amendment
|
20
|
|
|
|
|
(e) Returns, Reports and Information
|
20
|
|
|
|
|
Section 7. Compensation and Expenses
|
20
|
|
|
|
|
Section 8. Directions and Indemnification
|
21
|
|
|
|
|
(a) Identity of Administrator and Named Fiduciary
|
21
|
|
|
|
|
(b) Directions from Administrator
|
21
|
|
|
|
|
(c) Directions from Named Fiduciary
|
21
|
|
|
|
|
(d) Co-Fiduciary Liability
|
22
|
|
|
||
|
|
|
|
|
|
|
|
|
(e) Indemnification
|
22
|
|
|
|
|
(f) Survival
|
22
|
|
|
|
|
Section 9. Resignation or Removal of Trustee and Termination
|
23
|
|
|
|
|
(a) Resignation and Removal
|
23
|
|
|
|
|
(b) Termination
|
23
|
|
|
|
|
||
|
|
|
(c) Notice Period
|
23
|
|
|
|
|
(d) Transition Assistance
|
23
|
|
|
|
|
(e) Failure to Appoint Successor
|
23
|
|
|
|
|
Section 10. Successor Trustee
|
24
|
|
|
|
|
(a) Appointment
|
24
|
|
|
|
|
(b) Acceptance
|
24
|
|
|
|
|
(c) Corporate Action
|
24
|
|
|
|
|
Section 11. Resignation, Removal, and Termination Notices
|
24
|
|
|
|
|
Section 12. Duration
|
25
|
|
|
|
|
Section 13. Amendment or Modification
|
25
|
|
|
|
|
Section 14. Electronic Services
|
25
|
|
|
|
|
Section 15. Assignment
|
27
|
|
|
|
|
Section 16. Force Majeure
|
27
|
|
|
|
|
Section 17. Confidentiality
|
28
|
|
|
|
|
Section 18. General
|
28
|
|
|
|
(a) Performance by Trustee, its Agents or Affiliates
|
28
|
|
|
|
|
(b) Entire Agreement
|
28
|
|
|
|
|
(c) Waiver
|
28
|
|
|
|
|
(d) Successors and Assigns
|
29
|
|
|
|
|
(e) Partial Invalidity
|
29
|
|
|
|
|
(f) Section Headings
|
29
|
|
|
|
|
(g) Communications
|
29
|
|
|
|
|
(h) Survival
|
30
|
|
|
|
|
(i) Merger
|
30
|
|
|
|
|
Section 19. Use of Data
|
31
|
|
|
|
|
||
|
|
|
Section 20. Governing Law
|
31
|
|
|
|
|
(a) Massachusetts Law Controls
|
31
|
|
|
|
|
(b) Trust Agreement Controls
|
31
|
|
|
||
|
|
|
|
|
|
Section 21. Plan Qualification
|
31
|
|
|
|
|
SCHEDULES
|
33
|
|
Schedule “A” –
Administrative Services
|
33
|
|
Schedule “B” –
Fee Schedule
|
37
|
|
Schedule “C” –
Investment Options
|
39
|
|
Schedule “D” –
Statement of Qualified Status
|
41
|
|
Schedule “E” –
Operational Guidelines for Non-fidelity Mutual Funds
|
42
|
|
Schedule “F” –
Form 5500 Service
|
44
|
|
Schedule “G” –
Available Liquidity Procedures for Unitized Stock Fund
|
46
|
|
Schedule “H” –
Cash Dividend Operating Procedures
|
47
|
|
|
|
|
|
Section 1.
|
Definitions.
|
(b)
|
“Agreement”
|
(c)
|
“Available Liquidity”
|
(d)
|
“Business Day”
|
(e)
|
“Closing Price”
|
(f)
|
“Code”
|
|
||
|
|
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|
|
|
Fidelity Confidential
|
2
|
|
(g)
|
“Confidential Information”
|
(h)
|
“Declaration of Separate Fund”
|
(i)
|
“EDT”
|
(j)
|
“Electronic Services”
|
(k)
|
“ERISA”
|
(l)
|
“External Account Information”
|
(m)
|
“FBSLLC”
|
(n)
|
“Fidelity Mutual Fund”
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
3
|
|
(o)
|
“FIFO”
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(p)
|
“FIIOC”
|
(q)
|
“Group Trust”
|
(r)
|
“In Good Order”
|
(s)
|
“Losses”
|
(t)
|
“Mutual Fund”
|
(u)
|
“Named Fiduciary”
|
(v)
|
“NAV”
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
4
|
|
(w)
|
“NFSLLC”
|
(x)
|
“Non-Fidelity Mutual Fund”
|
(y)
|
“NYSE”
|
(z)
|
“Participant”
|
(a)
|
“Participant Recordkeeping Reconciliation Period”
|
(a)
|
“Participation Agreement”
|
(cc)
|
“PIN”
|
(m)
|
“Plan”
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
5
|
|
(a)
|
“Plan Administration Manual”
|
(a)
|
“Plan Sponsor Webstation”
|
(a)
|
“Real Estate Joint Venture”
|
(a)
|
“Reporting Date”
|
(ii)
|
“SEC”
|
(a)
|
“Specified Hierarchy”
|
(a)
|
“Sponsor”
|
|
||
|
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|
|
|
Fidelity Confidential
|
6
|
|
(c)
|
“Sponsor Stock”
|
(mm)
|
“Stock Fund”
|
(a)
|
“Trust”
|
(a)
|
“Trustee”
|
(a)
|
“VRS”
|
|
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|
|
Section 2.
|
Trust.
|
|
||
|
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|
|
Fidelity Confidential
|
7
|
|
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|
|
Section 3.
|
Exclusive Benefit and Reversion of Sponsor Contributions.
|
|
|
|
|
Section 4.
|
Disbursements.
|
|
|
|
|
Section 5.
|
Investment of Trust.
|
(a)
|
Selection of Investments or Investment Options.
|
(b)
|
Available Investments or Investment Options.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
8
|
|
(c)
|
Participant Direction.
|
(d)
|
Mutual Funds.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
9
|
|
(i)
|
Execution of Purchases and Sales.
|
(ii)
|
Voting.
|
(e)
|
Sponsor Stock.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
10
|
|
(i)
|
Acquisition Limit.
|
(ii)
|
Fiduciary Duty.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
11
|
|
(iii)
|
Purchases and Sales of Sponsor Stock.
|
|
||
|
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|
|
|
|
Fidelity Confidential
|
12
|
|
(iv)
|
Execution of Purchases and Sales of Units.
|
(v)
|
Securities Law Reports.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
13
|
|
(vi)
|
Voting and Tender Offers.
|
|
||
|
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|
|
|
|
Fidelity Confidential
|
14
|
|
|
||
|
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|
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|
Fidelity Confidential
|
15
|
|
(vii)
|
General.
|
(viii)
|
Conversion.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
16
|
|
(f)
|
Participant Loans.
|
(g)
|
Stable Value Investments.
|
(i)
|
Collective Investment Funds Managed by the Trustee.
|
(h)
|
Trustee Powers.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
17
|
|
|
||
|
|
|
|
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|
Fidelity Confidential
|
18
|
|
|
|
|
|
Section 6.
|
Recordkeeping and Administrative Services to Be Performed.
|
(a)
|
General.
|
(b)
|
Accounts.
|
(c)
|
Inspection and Audit.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
19
|
|
(d)
|
Notice of Plan Amendment.
|
(e)
|
Returns, Reports and Information.
|
|
|
|
|
Section 7.
|
Compensation and Expenses.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
20
|
|
|
|
|
|
Section 8.
|
Directions and Indemnification.
|
(a)
|
Identity of Administrator and Named Fiduciary.
|
(b)
|
Directions from Administrator.
|
(c)
|
Directions from Named Fiduciary.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
21
|
|
(d)
|
Co-Fiduciary Liability.
|
(e)
|
Indemnification.
|
(f)
|
Survival.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
22
|
|
|
|
|
|
Section 9.
|
Resignation or Removal of Trustee and Termination.
|
(a)
|
Resignation and Removal.
|
(b)
|
Termination.
|
(c)
|
Notice Period.
|
(d)
|
Transition Assistance.
|
(e)
|
Failure to Appoint Successor.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
23
|
|
|
|
|
|
Section 10.
|
Successor Trustee.
|
(a)
|
Appointment.
|
(b)
|
Acceptance.
|
(c)
|
Corporate Action.
|
|
|
|
|
Section 11.
|
Resignation, Removal, and Termination Notices.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
24
|
|
|
|
|
|
Section 12.
|
Duration.
|
|
|
|
|
Section 13.
|
Amendment or Modification.
|
|
|
|
|
Section 14.
|
Electronic Services.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
25
|
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
26
|
|
|
|
|
|
Section 15.
|
Assignment.
|
|
|
|
|
Section 16.
|
Force Majeure.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
27
|
|
|
|
|
|
Section 17.
|
Confidentiality.
|
|
|
|
|
Section 18.
|
General.
|
(a)
|
Performance by Trustee, its Agents or Affiliates.
|
(b)
|
Entire Agreement.
|
(c)
|
Waiver.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
28
|
|
(d)
|
Successors and Assigns.
|
(e)
|
Partial Invalidity.
|
(f)
|
Section Headings.
|
(g)
|
Communications.
|
(g)
|
Content
|
(ii)
|
Delivery
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
29
|
|
|
||
|
|
|
|
(h.)
|
Survival.
|
|
||
|
|
|
|
(i.)
|
Merger.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
30
|
|
|
|
|
|
Section 19.
|
Use of Data.
|
|
|
|
|
Section 20.
|
Governing Law.
|
(a)
|
Massachusetts Law Controls.
|
(b)
|
Trust Agreement Controls.
|
|
|
|
|
Section 21.
|
Plan Qualification.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
31
|
|
|
||
|
|
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
By:
|
|
/s/ Diana M. Andersen
|
|
|
Authorized Signatory
|
Name:
|
|
Diana M. Andersen
|
Title:
|
|
SVP & Director of Corporate Benefits
|
|
||
FIDELITY MANAGEMENT TRUST COMPANY
|
||
|
|
|
By:
|
|
/s/ Stephanie Sheehan
|
|
|
Authorized Signatory
|
Name:
|
|
Stephanie Sheehan
|
Date:
|
|
8/14/2006
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
32
|
|
|
|
|
|
*
|
Establishment and maintenance of Participant account and election percentages.
|
|
|
|
|
*
|
Maintenance of the Plan investment options set forth on Schedule “C.”
|
|
|
|
|
*
|
Maintenance of the money classifications set forth in the Plan Administration Manual.
|
|
|
|
|
*
|
The Trustee will provide the recordkeeping and administrative services set forth on this Schedule “A” or as otherwise agreed to in writing (or by means of a secure electronic medium) between Sponsor and Trustee. The Trustee may unilaterally add or enhance services, provided such addition or enhancement is made globally across the Trustee’s client base and provided there is no impact on fees set forth in Schedule “B.”
|
|
|
|
|
A)
|
Participant Services
|
|
|
|
|
1
|
Participant service representatives are available each Business Day at the times set forth in the Plan Administration Manual via toll free telephone service for Participant inquiries and transactions.
|
|
|
|
|
2
|
Through the automated voice response system and on-line account access via the world wide web, Participants also have virtually 24 hour account inquiry and transaction capabilities.
|
|
|
|
|
3
|
For security purposes, all calls are recorded. In addition, several levels of security are available including the verification of a PIN or such other personal identifier as may be agreed to from time to time by the Sponsor and the Trustee.
|
|
|
|
|
4
|
The following services are available via the telephone or such other electronic means as may be agreed upon from time to time by the Sponsor and the Trustee and will be provided as soon as administratively feasible or within such other timeline as may be agreed upon in writing between the Sponsor and Trustee:
|
•
|
Process Participant enrollments, in accordance with the procedures set forth in the Plan Administration Manual.
|
•
|
Provide Plan investment option information consisting of, but not limited, to prospectus and performance summaries.
|
•
|
Provide and maintain information and explanations about Plan provisions.
|
•
|
Respond to and provide requests for literature.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
33
|
|
•
|
Allow Participants to change their contribution election percentage(s) and establish/change catch-up contributions, if applicable. Provide updates via PSW, in mutually agree upon format, for the Sponsor to apply to its payrolls accordingly.
|
•
|
Maintain and process changes to Participants’ contribution allocations for all money sources.
|
•
|
Process exchanges (transfers) between investment options on a daily basis, in accordance with the procedures set forth in the Plan Administration Manual.
|
•
|
Process in-service withdrawals, hardship withdrawals, and full distributions, in accordance with the procedures set forth in the Plan Administration Manual.
|
•
|
Consult with Participants on various loan scenarios and process loan requests (including loans for the purchase of a primary residence, if applicable), in accordance with procedures set forth in the Plan Administration Manual.
|
|
|
|
|
B)
|
Plan Accounting
|
|
|
|
|
1
|
Process consolidated payroll contributions according to the Sponsor’s payroll frequency via EDT, consolidated magnetic tape or diskette. The data format will be provided by Trustee via EDT, PSW, or as otherwise agreed upon in writing. If there is a change in data format, the Trustee will provide reasonably advanced notification to Sponsor.
|
|
|
|
|
2
|
Maintain and update employee data necessary to support Plan administration. The data will be submitted according to payroll frequency.
|
|
|
|
|
3
|
Provide daily Plan and Participant level accounting for all Plan investment options.
|
|
|
|
|
4
|
Provide daily Plan and Participant level accounting for all money classifications for the Plan.
|
|
|
|
|
5
|
Audit and reconcile the Plan and Participant accounts daily.
|
|
|
|
|
6
|
Reconcile and process Participant withdrawal requests and distributions, in accordance with the procedures set forth in the Plan Administration Manual. All requests are paid based on the current market values of Participants’ accounts, not advanced or estimated values. A distribution report will accompany each check.
|
|
|
|
|
7
|
Track individual Participant loans; process loan withdrawals; re-invest loan repayments; and prepare and deliver comprehensive reports to the Sponsor to assist in the administration of Participant loans.
|
|
|
|
|
8
|
Maintain and process changes to Participants’ deferral percentage and prospective and existing investment mix elections.
|
|
|
|
|
C)
|
Participant Reporting
|
|
|
|
|
1
|
Provide confirmation to Participants of all Participant initiated transactions either online or via the mail, as selected by the Participant. Online confirms are generated upon submission of a transaction and mail confirms are available by mail within three to five calendar days of the transaction.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
34
|
|
|
|
|
|
2
|
Provide Participant statements in accordance with the procedures set forth in the Plan Administration Manual.
|
|
|
|
|
3
|
Timely provide Participants with required Code Section 402(f) notification for distributions from the Plan. This notice advises Participants of the tax consequences of their Plan distributions.
|
|
|
|
|
4
|
Provide Participants with required Code Section 411(a)(11) notification for distributions from the Plan. This notice advises Participants of the normal and optional forms of payment of their Plan distributions.
|
|
|
|
|
D)
|
Plan Reporting
|
|
|
|
|
1
|
Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last business day of the month. The report will be delivered not later than ten (10) calendar days after the end of each month in the absence of unusual circumstances.
|
|
|
|
|
E)
|
Government Reporting
|
|
|
|
|
1
|
Process year-end tax reports for Participants – Forms 1099-R, as well as preparation of Form 5500 in accordance with the guidelines set forth on Schedule “F”.
|
|
|
|
|
F)
|
Communication & Education Services
|
|
|
|
|
1
|
Design, produce and distribute a customized comprehensive communications program for employees. The program may include multimedia informational materials, investment education and planning materials, access to Fidelity’s homepage on the internet and STAGES magazine. Additional fees for such services may apply as mutually agreed upon between Sponsor and Trustee.
|
|
|
|
|
2
|
Provide Portfolio Review, an internet-based educational service for Participants that generates target asset allocations and model portfolios customized to investment options in the Plan based upon methodology provided by Strategic Advisers, Inc., an affiliate of the Trustee.
|
|
|
|
|
G)
|
Other
|
|
|
|
|
1
|
Non-Discrimination Testing
: Perform non-discrimination limitation testing upon request. In order to obtain this service, the client shall be required to provide the information identified in the Fidelity Discrimination Testing Package Guidelines. Any fees and restrictions associated with this testing service shall be addressed in such guidelines.
|
|
|
|
|
2
|
Plan Sponsor Webstation
: The Fidelity Participant Recordkeeping System is available on-line to the Sponsor via the Plan Sponsor Webstation. PSW is a graphical, Windows-based application that provides current plan and Participant-level information, including indicative data, account balances, activity and history. The Sponsor agrees that PSW access will not be granted to third parties without the prior consent of the Trustee.
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
35
|
|
|
|
|
|
3
|
Change of Address by Telephone
: The Trustee shall allow Participants as directed by the Sponsor and documented in the Plan Administration Manual, to make address changes via Fidelity’s toll-free telephone service.
|
|
|
|
|
4
|
Roll-In Processing.
The Trustee shall process the qualification of rollover contributions to the Trust. The procedures for qualifying a rollover are directed by the Sponsor and the Trustee shall accept or deny each rollover based upon the Plan’s written criteria and any written guidelines provided by the Sponsor and documented in the Plan Administration Manual.
|
|
|
|
|
5
|
Minimum Required Distributions
: Monitor and process minimum required distribution (“MRD”) amounts as follows: the Trustee shall notify the MRD Participant and, upon notification from the MRD Participant, shall use the MRD Participant’s information to process their distribution. If the MRD Participant has terminated employment and does not respond to the Trustee’s notification, the Sponsor hereby directs the Trustee to automatically begin the required distribution for the MRD Participant.
|
|
|
|
|
6
|
Qualified Domestic Relations Order Processing
: The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator.
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||
|
|
|
|
|
||||
By:
|
|
/s/ Diana M. Andersen
|
|
|
|
By:
|
|
/s/ Stephanie Sheehan 8/14/06
|
|
|
Authorized Signatory Date
|
|
|
|
|
|
Authorized Signatory Date
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
36
|
|
|
|
|
|
Annual Participant Fee:
|
$0 per Participant.
|
|
|
|
|
Loan Fee:
|
Establishment fee of $100.00 per loan account.
|
|
|
|
|
Minimum Required Distribution:
|
$25.00 per Participant per MRD Withdrawal.
|
|
|
|
|
In-Service Withdrawals:
|
$20.00 per withdrawal.
|
|
|
|
|
Return of Excess Contribution Fee:
|
$25.00 per Participant, one-time charge per calculation and check generation.
|
|
|
|
|
Non-Fidelity Mutual Funds:
|
Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at
http://psw.fidelity.com
or a successor site.
|
|
|
|
|
Signature Ready 5500:
|
The standard fee is waived; provided, however, if all required information is not received until after 5
1
/
2
months following the Plan’s year-end, there will be a late processing charge of $1,000 per Plan affected. Any revisions requested by the Plan Sponsor after Fidelity has initially prepared and submitted the Form 5500 to the Plan Sponsor will be processed at a rate of $100 per hour.
|
|
|
|
|
DRO Qualification:
|
This service will commence only after Fidelity receives the Service Authorization Agreement executed by a legally authorized representative of the Sponsor. The “standard” Order review fees are as follows: $300 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “standard” DRO is an order that references one defined contribution plan only. The fees for “complex” Orders are as follows: $900 for the review of unaltered Orders generated via Fidelity’s QDRO
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
37
|
|
|
|
|
|
|
Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “complex” Order is an Order that references a defined benefit plan or multiple plans (defined benefit and/or defined contribution, in any combination). Any revisions to these fees will be reflected in an updated Service Authorization Agreement for the DRO qualification service which will be provided by the Trustee to the Sponsor for execution.
|
|
|
|
|
Dividend Pass-Through Fee:
|
$4 for each dividend check that is cut.
|
|
|
|
|
|
$3 for each dividend sent via EFT.
|
|
|
|
|
|
This fee is based on the following assumptions, in addition to those set forth in the
Note
section:
|
|
||
|
|
|
|
n
|
Dividends will be distributed quarterly
|
|
||
|
|
|
|
n
|
The default option for receiving dividends will be reinvestment into the Stock Fund.
|
•
|
Other Fees: separate charges may apply for optional non-discrimination testing, extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. The Administrator may withdraw reasonable administrative fees from the Trust by written direction to Fidelity.
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||
|
|
|
|
|
||||
By:
|
|
/s/ Diana M. Andersen
|
|
|
|
By:
|
|
/s/ Stephanie Sheehan 8/14/06
|
|
|
Authorized Signatory Date
|
|
|
|
|
|
Authorized Signatory Date
|
|
||
|
|
|
|
|
|
Fidelity Confidential
|
38
|
|
•
|
Fidelity Advisor Diversified International Fund—Class I
|
•
|
Fidelity Balanced Fund
|
•
|
Fidelity Capital & Income Fund
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Fidelity
Contrafund
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Fidelity Freedom 2000 Fund
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Fidelity Freedom 2005 Fund
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Fidelity Freedom 2010 Fund
®
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Fidelity Freedom 2015 Fund
®
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Fidelity Freedom 2020 Fund
®
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Fidelity Freedom 2025 Fund
®
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Fidelity Freedom 2030 Fund
®
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Fidelity Freedom 2035 Fund
®
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Fidelity Freedom 2040 Fund
®
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Fidelity Freedom Income Fund
®
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Fidelity U.S. Bond Index Fund
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Managed Income Portfolio II—Class 1
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AllianceBernstein International Value Fund—Advisor Class
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American Beacon Large Cap Value Fund—Plan Ahead Class
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BlackRock International Opportunities Fund—Institutional Class
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Columbia Acorn USA Fund—Class Z
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Evergreen Special Values Fund—Institutional Class
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Janus Mid Cap Value Fund—Investor class
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Legg Mason Partners Aggressive Growth Fund—Class A
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Loomis Sayles Bond—Institutional Class
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Loomis Sayles Global Bond—Institutional Class
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Morgan Stanley Institutional International Real Estate Portfolio—Class A
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PIMCO Commodity Real Return Strategy Fund—Institutional Class
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PIMCO Total Return Fund—Institutional Class
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Fidelity Confidential
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39
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Rainier Small/Mid Cap Equity Portfolio—Investor Class
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Spartan
®
International Index Fund—Investor Class
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Spartan
®
Total Market Index Fund—Investor Class
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Spartan
®
U.S. Equity Index Fund—Investor Class
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T. Rowe Price Emerging Markets Stock Fund
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Vanguard Mid-Cap Index Fund—Admiral Class
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Vanguard REIT Index Fund—Admiral Class
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Vanguard Small-Cap Index Fund—Admiral Class
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Victory Diversified Stock Fund—Class A
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Zions Stock Fund (
frozen to new investment elections and exchanges in
)
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ZIONS BANCORPORATION
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By:
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/s/ Diana M. Andersen
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Authorized Signatory Date
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Fidelity Confidential
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40
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Fidelity Confidential
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41
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Fidelity Confidential
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42
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Fidelity Confidential
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43
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n
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Submit the following required information (“Required Information”) annually:
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Completed plan questionnaire (“Questionnaire”);
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-
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Draft or final copy of the audited financial statements; and
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-
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Copy of the prior year Form 5500 filed with the Department of Labor (DOL) (applicable only if Fidelity did not prepare the plan’s prior year Form 5500)
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n
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Provide Fidelity with the Required Information, in the format requested by Fidelity, as soon as possible after the plan’s year end – but in no event later than the last day of the 8
th
month following the plan’s year-end (assuming a filing extension has been requested);
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n
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Authorize Fidelity to prepare and execute IRS Form 5558 (Application for Extension) on behalf of the Plan Administrator and file Form 5558 with the IRS in order to obtain an extension of the filing deadline in the event that Fidelity has not received a completed plan Questionnaire within five and one-half (5
1
/
2
) months after the plan’s year end;
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n
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Review, sign and mail the Form 5500 prepared by Fidelity to the DOL in a timely manner;
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n
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Distribute the SAR to participants and beneficiaries in a timely manner; and
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n
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Respond to and provide any other information requested by Fidelity, including soliciting any information from the prior recordkeeper, related to the Form 5500.
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n
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Provide the Sponsor with the Questionnaire within one and one-half (1
1
/
2
) months after the Plan’s year-end;
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n
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File Form 5558 to request an extension of time to file Form 5500 if requested by the Plan Sponsor or if the completed Questionnaire is not received from the Sponsor within five and one half (5
1
/
2
) months after the Plan’s year end, as specified above;
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n
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Provide the Sponsor with the Form 5500 at least twenty (20) days prior to the required filing date and SAR at least twenty (20) days prior to the required mailing date, assuming the Plan Sponsor has submitted the Required Information and has met the filing deadlines as outlined in this agreement;
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Fidelity Confidential
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44
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n
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Respond to inquiries from the DOL or IRS received by the Sponsor, related to any Form 5500 prepared by Fidelity.
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ZIONS BANCORPORATION
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FIDELITY MANAGEMENT TRUST COMPANY
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By:
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/s/ Diana M. Andersen
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By:
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/s/ Stephanie Sheehan 8/14/06
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Authorized Signatory Date
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Authorized Signatory Date
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Fidelity Confidential
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45
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1.
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Withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring the sale of Sponsor Stock Fund units shall be honored for that day.
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2.
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If Available Liquidity has not been exhausted by the aggregate of withdrawals and distributions, then all remaining transactions involving a sale of units in the Sponsor Stock Fund (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the Sponsor Stock Fund shall be honored, by group, on a FIFO basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.
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3.
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Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next Business Day on which there is Available Liquidity.
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Fidelity Confidential
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46
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Fidelity Confidential
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47
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SUBSIDIARY
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STATE OR JURISDICTION OF
INCORPORATION/ORGANIZATION
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PPS Data, LLC
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Nevada
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Amegy Holding Texas, Inc.
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Texas
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Exchange Services L.L.C.
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Utah
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Zions Capital Advisors, Inc.
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Utah
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Zions Credit Corp.
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Utah
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Zions Direct, Inc.
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Utah
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Zions Insurance Agency, Inc.
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Utah
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Zions Public Finance, Inc.
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Utah
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Zions SBIC, LLC
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Utah
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ZMFU II, Inc.
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Utah
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(i)
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Registration Statement (Form S-8 No. 333-36205) and related Prospectus pertaining to Zions Bancorporation Employee Investment Savings Plan, now known as the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan;
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(ii)
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Registration Statement (Form S-8 No. 333-205422) and related Prospectus pertaining to Zions Bancorporation 2015 Omnibus Incentive Plan;
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(iii)
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Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-205422;
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(iv)
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Registration Statement (Form S-8 No. 333-130222) and related Prospectus pertaining to Amegy Bancorporation 1989 Stock Option Plan, Amegy Bancorporation 1993 Stock Option and Incentive Plan, and Amegy Bancorporation Amended and Restated Non-Employee Directors Deferred Fee Plan; and
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(v)
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Registration Statement (Form S-3 No. 333-195408) and related Prospectus pertaining to the offering of debt and equity securities of Zions Bancorporation;
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1.
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I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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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