PART I. FINANCIAL INFORMATION [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=4&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Zions Bancorporation reported improved Q2 2024 diluted EPS of $1.28, driven by increased net interest income and a significant reduction in credit loss provisions, despite a decline in noninterest income | Financial Metric | Q2 2024 | Q2 2023 | Change | | :--- | :--- | :--- | :--- | | Diluted EPS | $1.28 | $1.11 | +15.3% | | Net Interest Income | $597 million | $591 million | +1% | | Net Interest Margin | 2.98% | 2.92% | +6 bps | | Provision for Credit Losses | $5 million | $46 million | -89.1% | | Customer-related Noninterest Income | $154 million | $162 million | -5% | | Noninterest Expense | $509 million | $508 million | Stable | | Net Loan & Lease Charge-offs (% of avg. loans) | 0.10% | 0.09% | +1 bp | - Customer deposits (excluding brokered deposits) grew by **$3.6 billion**, or **5%**, year-over-year to **$69.5 billion**[19](index=19&type=chunk) - Classified loans increased to **$1.3 billion** (**2.16%** of total loans) from **$768 million** (**1.35%**) in the prior year, and nonperforming assets rose to **$265 million** (**0.45%**) from **$164 million** (**0.29%**), primarily due to a small number of commercial and industrial and term commercial real estate loans[19](index=19&type=chunk) [Results of Operations](index=5&type=section&id=RESULTS%20OF%20OPERATIONS) Q2 2024 results showed a 1% rise in net interest income and a lower provision for credit losses, offsetting a 5% decline in noninterest income, with stable noninterest expenses [Balance Sheet Analysis](index=18&type=section&id=BALANCE%20SHEET%20ANALYSIS) The balance sheet as of June 30, 2024, shows a 1% increase in loans, a 5% decrease in investment securities, and a 2% decrease in total deposits, with a higher loan-to-deposit ratio [Risk Management](index=23&type=section&id=RISK%20MANAGEMENT) The company actively manages credit, interest rate, and liquidity risks, maintaining strong underwriting, asset-sensitive positioning, robust liquidity, and investment-grade credit ratings [Capital Management](index=40&type=section&id=Capital%20Management) The bank maintained a strong capital position with all regulatory ratios exceeding well-capitalized requirements, including a CET1 ratio of 10.6%, supported by increased shareholders' equity | Capital Ratio | June 30, 2024 | Dec 31, 2023 | June 30, 2023 | | :--- | :--- | :--- | :--- | | Common equity tier 1 (CET1) | 10.6% | 10.3% | 10.0% | | Tier 1 risk-based | 11.2% | 10.9% | 10.7% | | Total risk-based | 13.1% | 12.8% | 12.5% | | Tier 1 leverage | 8.5% | 8.3% | 8.0% | - Total shareholders' equity increased by **$334 million** (**6%**) to **$6.0 billion** since December 31, 2023, driven by retained earnings and a **$143 million** improvement in Accumulated Other Comprehensive Loss (AOCI)[155](index=155&type=chunk) | Capital Distributions (Six Months Ended June 30) | 2024 | 2023 | | :--- | :--- | :--- | | Common dividends paid | $122 million | $122 million | | Bank common stock repurchased | $35 million | $50 million | | **Total distributed to common shareholders** | **$157 million** | **$172 million** | [Non-GAAP Financial Measures](index=42&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) The company utilizes non-GAAP measures like tangible common equity ratios, adjusted PPNR, and the efficiency ratio to provide a clearer view of operational performance | Non-GAAP Metric | Q2 2024 | Q2 2023 | | :--- | :--- | :--- | | Return on avg. tangible common equity | 17.5% | 17.8% | | Tangible book value per common share | $30.67 | $25.52 | | Efficiency ratio | 64.5% | 62.5% | | Adjusted PPNR | $278 million | $296 million | [Financial Statements (Unaudited)](index=45&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited consolidated financial statements provide the financial position, results of operations, and cash flows for Zions Bancorporation as of and for the three and six months ended June 30, 2024 [Consolidated Balance Sheets](index=45&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2024, the balance sheet shows total assets of $87.6 billion, with increased net loans and shareholders' equity, and a decrease in total deposits | Balance Sheet Item (in billions) | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Assets | $87.6 | $87.2 | | Net Loans Held for Investment | $57.7 | $57.1 | | Total Investment Securities | $19.6 | $20.7 | | Total Deposits | $73.8 | $75.0 | | Total Shareholders' Equity | $6.0 | $5.7 | [Consolidated Statements of Income](index=46&type=section&id=Consolidated%20Statements%20of%20Income) For Q2 2024, net income rose to $201 million, or $1.28 diluted EPS, primarily due to a significantly lower provision for credit losses, despite stable net interest income | Income Statement Item (in millions) | Q2 2024 | Q2 2023 | | :--- | :--- | :--- | | Net Interest Income | $597 | $591 | | Provision for Credit Losses | $5 | $46 | | Total Noninterest Income | $179 | $189 | | Total Noninterest Expense | $509 | $508 | | **Net Income** | **$201** | **$175** | | **Net Earnings Applicable to Common Shareholders** | **$190** | **$166** | | **Diluted EPS** | **$1.28** | **$1.11** | [Notes to Consolidated Financial Statements](index=51&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on fair value measurements, investment securities, loan portfolios, allowance for credit losses, derivative instruments, and other significant financial statement items [Quantitative and Qualitative Disclosures About Market Risk](index=94&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's most significant market risk is interest rate risk, which is actively monitored and managed - The company identifies interest rate and market risk as its most significant risks, which are discussed in detail in the MD&A section of the report[284](index=284&type=chunk) [Controls and Procedures](index=95&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of June 30, 2024, and concluded they were effective - The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2024[285](index=285&type=chunk) - There were no material changes to internal control over financial reporting during the second quarter of 2024[285](index=285&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=95&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal proceedings with estimated possible losses up to $10 million in excess of accruals, not expected to materially impact financial condition - The company estimates the aggregate range of reasonably possible losses for certain significant legal matters to be from zero to approximately **$10 million** in excess of accrued amounts[263](index=263&type=chunk) - Two material civil cases mentioned are Lifescan Inc. and Johnson & Johnson Health Care Services v. Jef rey Smith, et. al., and Roche Diagnostics and Roche Diabetes Care Inc. v. Jef rey C. Smith, et. al., both related to the alleged fraudulent practices of a former borrower[265](index=265&type=chunk) [Risk Factors](index=95&type=page&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2023 Form 10-K - No material changes to risk factors were reported since the 2023 Form 10-K[287](index=287&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ COMMISSION FILE NUMBER 001-12307 ZIONS BANCORPORATION, NATIONAL ASSOCIATION (Exact name of registrant as specified in its charter) United States ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) Zions Bancorporation is a major regional bank with $87 billion in assets, offering comprehensive financial services across 11 Western and Southwestern states under extensive regulatory supervision [Description of Business](index=5&type=section&id=DESCRIPTION%20OF%20BUSINESS) Zions Bancorporation, a Salt Lake City-based bank with $87 billion in assets, operates through seven distinct brands across 11 states, serving over one million customers - As of December 31, 2023, Zions Bancorporation, N.A. had total assets of approximately **$87 billion** and annual net revenue of **$3.1 billion**[18](index=18&type=chunk) - The bank operates through **seven separately managed, geographically defined bank divisions**, emphasizing local authority and branding[19](index=19&type=chunk) - At year-end 2023, the bank served over one million customers through **407 branches** and employed **9,679 full-time equivalent staff**[18](index=18&type=chunk) [Products and Services](index=5&type=section&id=PRODUCTS%20AND%20SERVICES) The bank provides a full suite of commercial, retail, and wealth management services, including lending, capital markets, and fiduciary solutions - Serves small- and medium-sized businesses with commercial and industrial lending, municipal finance, and cash management services[21](index=21&type=chunk) - Provides capital markets solutions including loan syndications, foreign exchange, interest rate derivatives, and advisory services[25](index=25&type=chunk) - Offers retail banking products such as residential mortgages, home equity lines of credit, and consumer cards[25](index=25&type=chunk) - Delivers wealth management services, including investment management, fiduciary and estate services, and business succession planning[25](index=25&type=chunk) [Competition](index=6&type=section&id=COMPETITION) The bank faces intense competition from traditional banks, credit unions, and fintech companies, differentiating itself through service quality and local expertise - The most direct competition comes from commercial banks, credit unions, fintechs, and private credit funds, some of which operate without a physical presence in Zions' market[23](index=23&type=chunk) - Key competitive differentiators include service quality, local knowledge, branch convenience, and broad product offerings[24](index=24&type=chunk) [Supervision and Regulation](index=7&type=section&id=SUPERVISION%20AND%20REGULATION) The bank operates under extensive federal regulation, maintains capital ratios well above required minimums, and is monitoring proposed changes like "Basel III Endgame" Capital Ratios vs. Requirements (Dec 31, 2023) | Capital Ratio | Minimum Requirement with Buffer | Current Capital Ratio | Minimum to be "Well-Capitalized" | | :--- | :--- | :--- | :--- | | CET1 to risk-weighted assets | 7.0% | 10.3% | 6.5% | | Tier 1 capital to risk-weighted assets | 8.5% | 10.9% | 8.0% | | Total capital to risk-weighted assets | 10.5% | 12.8% | 10.0% | | Tier 1 leverage ratio | 4.0% | 8.3% | 5.0% | - The bank is monitoring the **"Basel III Endgame" proposal**, which would significantly revise capital requirements for banks with over $100 billion in assets[36](index=36&type=chunk) - A proposed rule would require banks with over $100 billion in assets to hold a minimum amount of long-term debt, potentially requiring Zions to issue **$3.5 billion** in incremental debt[38](index=38&type=chunk) - The bank recorded an estimated **$90 million expense** in Q4 2023 for the FDIC special assessment related to the 2023 bank failures[40](index=40&type=chunk) [Human Capital Management](index=12&type=section&id=HUMAN%20CAPITAL%20MANAGEMENT) The company focuses on diversity and inclusion, with women comprising 58% of its workforce, and ensures pay equity through regular independent reviews Workforce Demographics (Dec 31, 2023) | Employee Roles | Women | People of Color | Disabled | Veterans | | :--- | :--- | :--- | :--- | :--- | | Management | 52% | 29% | 9% | 2% | | Non-management | 60% | 40% | 10% | 2% | | All employees | 58% | 38% | 10% | 2% | - The company is committed to creating a **diverse and inclusive workplace**, supported by an Everyone Counts Council and various employee business forums[54](index=54&type=chunk)[57](index=57&type=chunk) - In 2023, Zions enhanced employee benefits, including more flexible paid time off, additional health care plan options, and greater access to mental health benefits[53](index=53&type=chunk) - A recent independent review found **no meaningful pay differences** among men, women, and people of color after adjusting for relevant variables[63](index=63&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks in credit, interest rates, liquidity, and cybersecurity, particularly related to its commercial real estate portfolio and deposit fluctuations - **Credit Risk:** Deterioration in credit quality could adversely affect results, with concentrations in **commercial real estate (CRE)** and specific geographic regions posing key vulnerabilities[67](index=67&type=chunk)[69](index=69&type=chunk)[72](index=72&type=chunk) - **Interest Rate & Market Risk:** Net interest income is vulnerable to interest rate changes, which can also lead to lower loan demand and higher credit losses[74](index=74&type=chunk)[75](index=75&type=chunk) - **Liquidity Risk:** Customer deposit fluctuations and recent bank closures have led to **increased funding costs**, and a credit rating downgrade could exacerbate this pressure[77](index=77&type=chunk)[78](index=78&type=chunk)[80](index=80&type=chunk) - **Strategic & Business Risk:** Systemic risk from other financial institutions, competition for talent, and adaptation to new technologies like AI present ongoing challenges[82](index=82&type=chunk)[83](index=83&type=chunk)[87](index=87&type=chunk) - **Legal/Compliance Risk:** Operating under the National Bank Act presents a less-developed corporate law framework, potentially hindering transactions like mergers[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - **Cybersecurity Risk:** The bank faces continuous, sophisticated cyber threats and relies on third-party suppliers, which introduces additional security risks[98](index=98&type=chunk)[99](index=99&type=chunk) [Unresolved Staff Comments](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved written comments from SEC or OCC staff regarding its periodic or current reports as of year-end 2023 - There are **no unresolved written comments** from SEC or OCC staff[129](index=129&type=chunk) [Cybersecurity](index=24&type=section&id=Item%201C.%20Cybersecurity) Cybersecurity risk is managed through a multi-layered framework overseen by the Board, with no material incidents identified as of December 31, 2023 - Cybersecurity risk is overseen by the Board and the Risk Oversight Committee (ROC), with direct management by the CISO and CTOO[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - The bank uses an established Enterprise Risk Management (ERM) framework and engages independent third parties for assessments like penetration testing[131](index=131&type=chunk)[134](index=134&type=chunk) - A supply chain risk management program is in place to monitor suppliers' cybersecurity posture using real-time security scoring and threat intelligence[135](index=135&type=chunk) - As of December 31, 2023, management determined there have been **no material cybersecurity incidents** that have affected the company[137](index=137&type=chunk) [Properties](index=25&type=section&id=Item%202.%20Properties) The company operates 407 branches, of which 278 are owned and 129 are leased, with its headquarters being a leased property - At year-end 2023, the bank operated **407 branches**, with 278 owned and 129 leased[139](index=139&type=chunk) [Legal Proceedings](index=25&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is available in Note 16 of the Notes to Consolidated Financial Statements - Details on legal proceedings are provided in **Note 16** of the Notes to Consolidated Financial Statements[140](index=140&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures are applicable - None[141](index=141&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=26&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on NASDAQ, with share repurchases of $50 million in 2023 and a five-year total return underperforming key banking and market indices - The company's common stock (ZION) and various preferred stock series are traded on the **NASDAQ Global Select Market**[3](index=3&type=chunk)[144](index=144&type=chunk) - In Q1 2023, **0.9 million common shares were repurchased for $50 million**, with a new plan for up to $35 million approved for 2024[146](index=146&type=chunk)[147](index=147&type=chunk) - A quarterly dividend of **$0.41 per common share** was declared in February 2024[145](index=145&type=chunk) 5-Year Cumulative Total Return Comparison | Index | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zions Bancorporation, N.A. | $100.0 | $131.1 | $113.8 | $169.7 | $127.2 | $119.0 | | KRX Regional Bank Index | $100.0 | $123.9 | $113.1 | $154.6 | $143.9 | $143.3 | | S&P 500 | $100.0 | $131.5 | $155.7 | $200.3 | $164.0 | $207.0 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2023, net earnings fell 26% to $648 million due to rising funding costs and a $90 million FDIC assessment, though the bank grew deposits and maintained strong capital [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Net income fell 25% to $680 million in 2023, driven by a 3% decline in net interest income and a 12% rise in noninterest expense 2023 Financial Performance Highlights | Metric | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $2,438 M | $2,520 M | (3)% | | Provision for Credit Losses | $132 M | $122 M | 8% | | Noninterest Expense | $2,097 M | $1,878 M | 12% | | Net Income | $680 M | $907 M | (25)% | | Diluted EPS | $4.35 | $5.79 | (25)% | - Strategic actions in 2023 included growing customer deposits, **increasing available liquidity to exceed uninsured deposits**, and strengthening regulatory capital[158](index=158&type=chunk)[162](index=162&type=chunk) - Noninterest expense was significantly impacted by a **$90 million accrual** for the FDIC special assessment in Q4 2023[166](index=166&type=chunk)[201](index=201&type=chunk) - Credit quality remained strong, with net charge-offs at **0.06% of average loans**, though nonperforming assets increased by 53%[166](index=166&type=chunk) [Business Segment Results](index=42&type=section&id=Business%20Segment%20Results) Performance varied across the bank's seven segments, with most experiencing pre-tax income declines due to lower net interest income and higher expenses Selected Segment Information - Income Before Income Taxes (in millions) | Segment | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Zions Bank | $311 | $387 | (20)% | | California Bank & Trust (CB&T) | $282 | $314 | (10)% | | Amegy Bank | $218 | $311 | (30)% | | National Bank of Arizona (NBAZ) | $107 | $111 | (4)% | | Nevada State Bank (NSB) | $23 | $76 | (70)% | | Vectra Bank Colorado | $34 | $55 | (38)% | | The Commerce Bank of Washington (TCBW) | $38 | $45 | (16)% | - Zions Bank's loan portfolio grew by **$852 million**, driven by consumer and commercial loans, while deposits decreased by 3%[219](index=219&type=chunk) - CB&T's nonperforming assets increased by **$57 million**, largely due to two suburban office CRE loans totaling $46 million[220](index=220&type=chunk) - NSB's significant drop in income was primarily due to a **$38 million increase** in the provision for credit losses[225](index=225&type=chunk) [Balance Sheet Analysis](index=46&type=section&id=BALANCE%20SHEET%20ANALYSIS) Total assets decreased 3% to $87.2 billion, while deposits grew 5% to $75.0 billion, with a significant shift from noninterest-bearing to interest-bearing accounts Key Balance Sheet Items (in billions) | Item | Dec 31, 2023 | Dec 31, 2022 | % Change | | :--- | :--- | :--- | :--- | | Total Assets | $87.2 | $89.5 | (3)% | | Loans and Leases, net | $57.8 | $55.7 | 4% | | Total Deposits | $75.0 | $71.7 | 5% | | Noninterest-bearing Deposits | $26.2 | $35.8 | (27)% | | Interest-bearing Deposits | $48.7 | $35.9 | 36% | - The loan portfolio increase of **$2.1 billion** was primarily driven by growth in 1-4 family residential mortgages and commercial real estate term loans[245](index=245&type=chunk) - The investment securities portfolio (amortized cost) decreased by **$2.5 billion**, mainly from principal reductions[234](index=234&type=chunk)[236](index=236&type=chunk) - Estimated uninsured deposits decreased to **$33.2 billion (44% of total deposits)** from $38.1 billion (53%) at year-end 2022[259](index=259&type=chunk) [Risk Management](index=54&type=section&id=RISK%20MANAGEMENT) The bank strengthened its risk posture by increasing its Allowance for Credit Losses, actively managing interest rate risk, and boosting available liquidity to 122% of uninsured deposits - **Credit Risk:** The Allowance for Credit Losses (ACL) increased to **$729 million (1.26% of loans)** at year-end 2023, reflecting incremental reserves for CRE and deteriorating economic forecasts[189](index=189&type=chunk)[304](index=304&type=chunk) - **Interest Rate Risk:** Deposit models were redeveloped to reflect higher deposit betas and migration from noninterest-bearing accounts[308](index=308&type=chunk)[311](index=311&type=chunk) - **Liquidity Risk:** Total available liquidity more than doubled to **$40.6 billion** at year-end 2023, with the ratio of available liquidity to uninsured deposits at **122%**[342](index=342&type=chunk) - **Capital Risk:** The Common Equity Tier 1 (CET1) capital ratio improved to **10.3%** from 9.8% in 2022, comfortably above the 7.0% requirement[368](index=368&type=chunk) [Critical Accounting Policies and Significant Estimates](index=76&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20SIGNIFICANT%20ESTIMATES) Key estimates include the Allowance for Credit Losses, fair value measurements, and goodwill, with the annual test confirming no goodwill impairment - **Allowance for Credit Losses (ACL):** The ACL calculation is highly sensitive to economic scenarios; using only the baseline scenario would have decreased the ACL by **$138 million**[375](index=375&type=chunk) - **Fair Value Estimates:** For assets and liabilities without active market prices, fair value is estimated using modeling techniques like discounted cash flow analysis[377](index=377&type=chunk)[378](index=378&type=chunk) - **Goodwill:** The annual goodwill impairment test as of October 1, 2023, showed **no impairment**, with fair values of all reporting units significantly exceeding their carrying values[386](index=386&type=chunk) [Financial Statements and Supplementary Data](index=81&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes audited financial statements and unqualified opinions from Ernst & Young LLP on both the financials and internal controls, identifying the ALLL as a Critical Audit Matter - Management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2023[402](index=402&type=chunk) - Ernst & Young LLP issued an **unqualified opinion** on the consolidated financial statements and on the effectiveness of internal control over financial reporting[405](index=405&type=chunk)[412](index=412&type=chunk) - The auditor identified the **Allowance for Loan and Lease Losses (ALLL) as a Critical Audit Matter**, citing significant judgment in determining economic scenario weightings[418](index=418&type=chunk)[419](index=419&type=chunk)[420](index=420&type=chunk) [Consolidated Financial Statements](index=86&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of $87.2 billion and net income of $680 million for 2023, with shareholders' equity increasing to $5.7 billion Consolidated Balance Sheet Highlights (in millions) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | $87,203 | $89,545 | | Loans, net of allowance | $57,095 | $55,078 | | Total Deposits | $74,961 | $71,652 | | Total Liabilities | $81,512 | $84,652 | | Total Shareholders' Equity | $5,691 | $4,893 | Consolidated Income Statement Highlights (in millions) | Account | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Interest Income | $2,438 | $2,520 | $2,208 | | Provision for Credit Losses | $132 | $122 | $(276) | | Total Noninterest Income | $677 | $632 | $703 | | Total Noninterest Expense | $2,097 | $1,878 | $1,741 | | Net Income | $680 | $907 | $1,129 | - Comprehensive income was **$1.1 billion in 2023**, a significant recovery from a comprehensive loss of $2.1 billion in 2022[428](index=428&type=chunk) [Controls and Procedures](index=153&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of year-end 2023, with no material changes to internal controls in Q4 - The CEO and CFO concluded that **disclosure controls and procedures were effective** as of December 31, 2023[681](index=681&type=chunk) - **No material changes** in internal control over financial reporting were identified during the fourth quarter of 2023[681](index=681&type=chunk) [Other Information](index=154&type=section&id=Item%209B.%20Other%20Information) No directors or officers adopted, modified, or terminated a Rule 10b5-1(c) trading arrangement during the 2023 fiscal year - **No directors or officers** have adopted, modified, or terminated a Rule 10b5-1(c) trading arrangement during the fiscal year 2023[683](index=683&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=154&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) Required information regarding directors, officers, and governance is incorporated by reference from the company's forthcoming Proxy Statement - Incorporated by reference from the Proxy Statement[686](index=686&type=chunk) [Executive Compensation](index=154&type=section&id=Item%2011.%20Executive%20Compensation) Required information regarding executive compensation is incorporated by reference from the company's forthcoming Proxy Statement - Incorporated by reference from the Proxy Statement[687](index=687&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=154&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The company details its equity compensation plan, with over 2.7 million securities available for future issuance as of year-end 2023 Equity Compensation Plan Information (as of Dec 31, 2023) | Plan Category | Securities to be Issued Upon Exercise (a) | Weighted-Average Exercise Price (b) | Securities Remaining Available for Future Issuance (c) | | :--- | :--- | :--- | :--- | | Equity compensation plan approved by security holders | 1,415,155 | $53.00 | 2,747,546 | [Certain Relationships and Related Transactions, and Director Independence](index=154&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Required information regarding related transactions and director independence is incorporated by reference from the company's forthcoming Proxy Statement - Incorporated by reference from the Proxy Statement[689](index=689&type=chunk) [Principal Accountant Fees and Services](index=155&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Required information regarding accountant fees and services is incorporated by reference from the company's forthcoming Proxy Statement - Incorporated by reference from the Proxy Statement[690](index=690&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=155&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements and exhibits filed with the Form 10-K, including governance documents and required certifications - The consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 are filed under Item 8[692](index=692&type=chunk) - A detailed list of exhibits is provided, including governance documents, compensation plans, and required CEO/CFO certifications[693](index=693&type=chunk)[694](index=694&type=chunk)[695](index=695&type=chunk) - Financial data is provided in **inline XBRL format** as required by SEC rules[698](index=698&type=chunk) [Form 10-K Summary](index=160&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the filing - Not applicable[699](index=699&type=chunk)

PART I. FINANCIAL INFORMATION [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=4&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's Q3 2023 results reflect a challenging interest rate environment, with decreased net interest income driving lower EPS while the company actively managed its balance sheet and capital position [Results of Operations](index=5&type=section&id=Results%20of%20Operations) Q3 2023 net earnings decreased year-over-year, driven by a 12% decline in net interest income from higher funding costs, though the provision for credit losses was lower Q3 2023 Key Financial Performance | Metric | Q3 2023 | Q3 2022 | Change | | :--- | :--- | :--- | :--- | | Diluted EPS | $1.13 | $1.40 | -19.3% | | Net Interest Income | $585 million | $663 million | -12% | | Provision for Credit Losses | $41 million | $71 million | -42% | | Noninterest Income | $180 million | $165 million | +9% | | Noninterest Expense | $496 million | $479 million | +4% | | Efficiency Ratio | 64.4% | 57.6% | +680 bps | - Strategic actions during the first nine months of 2023 included **growing customer deposits**, actively managing the balance sheet, **increasing liquidity sources**, and **strengthening the regulatory capital position**[17](index=17&type=chunk) [Balance Sheet Analysis](index=19&type=section&id=Balance%20Sheet%20Analysis) Total loans and deposits grew since year-end 2022, with a significant shift from noninterest-bearing to interest-bearing accounts, while uninsured deposits declined Balance Sheet Highlights (vs. Dec 31, 2022) | Metric | Sep 30, 2023 | Dec 31, 2022 | Change | | :--- | :--- | :--- | :--- | | Total Loans and Leases | $56.9 billion | $55.7 billion | +2% | | Total Deposits | $75.4 billion | $71.7 billion | +5% | | Noninterest-bearing Deposits | $26.7 billion | $35.8 billion | -25% | | Interest-bearing Deposits | $48.7 billion | $35.9 billion | +36% | | Uninsured Deposits % | 41% | 53% | -12 p.p. | - The bank is in the final phase of a core system replacement project with capitalized costs totaling **$295 million** as of September 30, 2023, expected to be substantially complete in 2024[94](index=94&type=chunk)[96](index=96&type=chunk) [Risk Management](index=23&type=section&id=Risk%20Management) The bank manages credit, market, and liquidity risks by diversifying loans, increasing available liquidity to 140% of uninsured deposits, and maintaining strong capital ratios - Nonperforming assets increased to **$219 million (0.38% of loans)** from $149 million at year-end 2022, primarily due to two suburban office CRE loans in Southern California totaling $46 million[125](index=125&type=chunk) - Total available liquidity significantly increased to **$43.6 billion**, covering **140% of uninsured deposits**, up from $21.1 billion and 56% coverage at the end of 2022[172](index=172&type=chunk) - The bank is evaluating the potential future impact of the **Basel III "Endgame" proposal**, which would apply if total assets exceed $100 billion[186](index=186&type=chunk)[187](index=187&type=chunk) [Non-GAAP Financial Measures](index=43&type=section&id=Non-GAAP%20Financial%20Measures) This section provides reconciliations for non-GAAP measures used to assess performance, including tangible common equity and adjusted pre-provision net revenue (PPNR) Key Non-GAAP Metrics (Q3 2023) | Metric | Q3 2023 | | :--- | :--- | | Return on Average Tangible Common Equity | 17.3% | | Tangible Common Equity Ratio | 4.4% | | Tangible Book Value per Common Share | $25.75 | | Adjusted PPNR | $272 million | | Efficiency Ratio (Non-GAAP) | 64.4% | [Financial Statements (Unaudited)](index=45&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited statements show total assets of $87.3 billion and net income of $554 million for the nine months ended September 30, 2023, with detailed financial positions and results [Consolidated Balance Sheets](index=45&type=section&id=Consolidated%20Balance%20Sheets) As of September 30, 2023, total assets were $87.3 billion, with deposits growing to $75.4 billion and shareholders' equity increasing to $5.3 billion Consolidated Balance Sheet Summary (in millions) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Total Assets | $87,269 | $89,545 | | Loans held for investment, net | $56,212 | $55,078 | | Total investment securities | $20,738 | $23,506 | | **Liabilities & Equity** | | | | Total Deposits | $75,399 | $71,652 | | Noninterest-bearing demand | $26,733 | $35,777 | | Interest-bearing | $48,666 | $35,875 | | Total Liabilities | $81,954 | $84,652 | | Total Shareholders' Equity | $5,315 | $4,893 | [Consolidated Statements of Income](index=46&type=section&id=Consolidated%20Statements%20of%20Income) For Q3 2023, net income was $175 million, a decrease from $217 million year-over-year, driven by lower net interest income Income Statement Highlights (in millions, except EPS) | Metric | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $585 | $663 | $1,855 | $1,800 | | Provision for Credit Losses | $41 | $71 | $132 | $79 | | Noninterest Income | $180 | $165 | $529 | $479 | | Noninterest Expense | $496 | $479 | $1,516 | $1,407 | | **Net Income** | **$175** | **$217** | **$554** | **$623** | | **Diluted EPS** | **$1.13** | **$1.40** | **$3.57** | **$3.96** | [Notes to Consolidated Financial Statements](index=51&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, fair value measurements, loan portfolio analysis, and a significant 2022 transfer of available-for-sale securities to the held-to-maturity category - The company adopted ASU 2022-02, which eliminated the recognition of Troubled Debt Restructurings (TDRs) and required enhanced disclosures for certain loan modifications[208](index=208&type=chunk)[261](index=261&type=chunk) - In Q4 2022, the company transferred approximately **$10.7 billion** of AFS securities to the HTM category; the unamortized discount on these securities was **$2.2 billion** at September 30, 2023[223](index=223&type=chunk) - The total allowance for credit losses was **$738 million**, or **1.30% of total loans**, at September 30, 2023, up from $590 million (1.09%) a year prior[243](index=243&type=chunk)[244](index=244&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=93&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's most significant market risk is interest rate risk, which is actively monitored by management - The company identifies **interest rate and market risk** as its most significant risks, which are closely monitored by management[334](index=334&type=chunk) [Controls and Procedures](index=94&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2023[335](index=335&type=chunk) - There were **no changes** in internal control over financial reporting during Q3 2023 that have materially affected, or are reasonably likely to materially affect, internal controls[335](index=335&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=94&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, with an aggregate estimated range of reasonably possible loss from zero to approximately $5 million above accrued amounts - The company is subject to material litigation, including cases related to a bankrupt borrower's alleged fraud and a case regarding foreign transaction fees[313](index=313&type=chunk) - The aggregate range of reasonably possible losses for significant matters, beyond amounts already accrued, is estimated to be from **zero to approximately $5 million**[311](index=311&type=chunk) [Risk Factors](index=94&type=section&id=Item%201A.%20Risk%20Factors) Key risks include deposit volatility, increased funding costs, systemic risk from other institutions, geopolitical conflicts, and potential U.S. economic volatility - Recent events in the banking industry have led to **deposit fluctuations and increased funding costs**, which may limit operations and growth[337](index=337&type=chunk) - **Systemic risk** is a concern, as problems at other financial institutions could lead to market-wide liquidity issues and adversely affect the company[339](index=339&type=chunk) - **Geopolitical conflicts**, including the Russia/Ukraine war and escalating events in the Middle East, are identified as creating significant disruptions to economies and markets[341](index=341&type=chunk) - Potential **U.S. government shutdowns** due to political stalemates are cited as a risk that could introduce additional volatility in the U.S. economy and financial markets[343](index=343&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=95&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the reporting period - None[344](index=344&type=chunk) [Other Information](index=95&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted, modified, or terminated a Rule 10b5-1(c) trading arrangement during the third quarter of 2023 - No directors or officers have adopted, modified, or terminated a Rule 10b5-1(c) trading arrangement during the quarter ended September 30, 2023[345](index=345&type=chunk) [Exhibits](index=96&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and financial data formatted in Inline XBRL - Lists filed exhibits, including CEO/CFO certifications and Inline XBRL data[346](index=346&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ COMMISSION FILE NUMBER 001-12307 ZIONS BANCORPORATION, NATIONAL ASSOCIATION (Exact name of registrant as specified in its charter) United States ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ COMMISSION FILE NUMBER 001-12307 ZIONS BANCORPORATION, NATIONAL ASSOCIATION (Exact name of registrant as specified in its charter) United States ...

Part I [Business Overview](index=4&type=section&id=ITEM%201.%20BUSINESS) Zions Bancorporation, N.A. is a Utah-headquartered bank with **$3.2 billion** net revenue and **$90 billion** assets in 2022, operating across 11 states through seven divisions, offering diverse banking products in a highly regulated and competitive environment - Zions Bancorporation, N.A. is a bank headquartered in Salt Lake City, Utah, with annual net revenue of **$3.2 billion in 2022** and total assets of approximately **$90 billion** at December 31, 2022, serving over **one million customers** through **416 branches** and digital offerings, with **9,989 full-time equivalent employees**[16](index=16&type=chunk)[18](index=18&type=chunk) - The company operates primarily through **seven separately managed bank divisions** (affiliates) with local branding and management teams, supported by an enterprise operating segment for governance, risk management, capital allocation, and strategic objectives[19](index=19&type=chunk) - Key products and services include commercial and small business banking (lending, cash management, capital markets), commercial real estate lending, retail banking (mortgages, lines of credit, depository services), and wealth management (investment, fiduciary, estate planning)[21](index=21&type=chunk) - The company operates in a highly competitive environment, competing with other commercial banks, credit unions, fintechs, and various financial institutions, with key differentiators including service quality, local community knowledge, convenience, product range, and customer relationships[22](index=22&type=chunk)[23](index=23&type=chunk) - Zions Bancorporation is highly regulated by the OCC, CFPB, and FDIC, exceeding all Basel III capital adequacy requirements at December 31, 2022, maintaining a **CET1 ratio of 9.8%**, Tier 1 capital ratio of **10.5%**, Total capital ratio of **12.2%**, and Tier 1 leverage ratio of **7.7%**[24](index=24&type=chunk)[25](index=25&type=chunk)[28](index=28&type=chunk)[31](index=31&type=chunk) Minimum Capital Ratio and Capital Conservation Buffer Requirements (December 31, 2022) | Capital | Minimum Capital Requirement (%) | Conservation Buffer (%) | Requirement with Capital Conservation Buffer (%) | Current Capital Ratio (%) | | :--- | :--- | :--- | :--- | :--- | | CET1 to risk-weighted assets | 4.5 % | 2.5 % | 7.0 % | 9.8 % | | Tier 1 capital (i.e., CET1 plus additional Tier 1 capital) to risk-weighted assets | 6.0 | 2.5 | 8.5 | 10.5 | | Total capital (i.e., Tier 1 capital plus Tier 2 capital) to risk-weighted assets | 8.0 | 2.5 | 10.5 | 12.2 | | Tier 1 capital to average consolidated assets (known as the "Tier 1 leverage ratio") | 4.0 | N/A | 4.0 | 7.7 | - Internal stress tests, informed by FRB's CCAR process, indicated that the company would maintain capital ratios above regulatory minimums and conservation buffers through a nine-quarter hypothetical stress test horizon[32](index=32&type=chunk) - The company manages liquidity according to Basel III requirements and internal stress tests, with liquidity remaining above regulatory and internal limits despite a decrease in deposit levels in 2022 due to federal stimulus withdrawal[33](index=33&type=chunk) - Human capital management focuses on diversity, equity, and inclusion, talent attraction/development/retention, and employee recognition/rewards, with **9,989 full-time equivalent employees** at December 31, 2022, including **59% women** and **37% people of color** overall[43](index=43&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[51](index=51&type=chunk)[54](index=54&type=chunk) [Risk Factors](index=12&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant credit, interest rate, liquidity, strategic, operational, technology, cybersecurity, capital, legal, compliance, and reputational risks, compounded by geopolitical events and evolving ESG standards - Credit risk is a significant concern, with potential deterioration in credit quality and reduced demand for credit due to rising interest rates, market volatility, or economic slowdowns, with concentrations in real estate, oil and gas, and leveraged lending primarily within its Western states footprint[59](index=59&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - Interest rate risk is substantial, as net interest income is the largest revenue component, influenced by prevailing interest rates, competitive pricing, and FRB policies, with the global phase-out of LIBOR by June 2023 also posing risks to financial instruments and potential disputes[66](index=66&type=chunk)[67](index=67&type=chunk) - Liquidity risk is tied to deposit levels and capital market access, with changes in Federal Reserve monetary policy and FHLB funding programs potentially affecting liquidity, and unfavorable rating actions from rating agencies increasing funding costs[69](index=69&type=chunk)[70](index=70&type=chunk) - Strategic and business risks include potential systemic risk from other financial institutions, challenges in hiring and retaining qualified personnel (especially with increased competition from fintechs and remote work trends), and the successful execution of significant organizational and technology initiatives[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - Operational risks encompass disruptions from new projects, failures in internal controls, sophisticated internal and external fraud schemes, and catastrophic events like natural disasters and pandemics, which can impact operations and financial results[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk) - Technology risk stems from the need to develop and implement technology advancements to remain competitive against traditional and non-traditional financial institutions, with system vulnerabilities, failures, or outages potentially disrupting operations and customer services[84](index=84&type=chunk)[85](index=85&type=chunk) - Cybersecurity risk is increasing due to sophisticated attacks from various actors and third-party vendor vulnerabilities, requiring significant resources to enhance defenses, as breaches could damage reputation, lead to customer loss, regulatory scrutiny, and financial liability[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - Capital/financial reporting risks include limitations on capital distributions due to stress testing and regulatory requirements, the need to raise capital at potentially unfavorable times, accounting/financial reporting complexities, potential goodwill impairment, and the ability to fully realize deferred tax assets[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) - Legal/compliance risks arise from extensive and evolving regulations, potential legal and governmental proceedings (including class actions), and the less-developed corporate and securities law frameworks applicable to national banks compared to state-chartered corporations[98](index=98&type=chunk)[99](index=99&type=chunk)[103](index=103&type=chunk)[105](index=105&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) - Reputational risk can stem from operational, regulatory, compliance, and legal issues, while other risks include disruptions from geopolitical conflicts, lingering adverse effects of the COVID-19 pandemic, and evolving ESG standards that may restrict business activities or increase costs[110](index=110&type=chunk)[111](index=111&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [Unresolved Staff Comments](index=21&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) No unresolved written comments from SEC or OCC staff were received 180 days or more before fiscal year-end regarding periodic reports - No unresolved written comments from the SEC's or OCC's staff were received 180 days or more before the fiscal year-end[117](index=117&type=chunk) [Properties](index=21&type=section&id=ITEM%202.%20Properties) As of December 31, 2022, the company operated **416 branches** (277 owned, 139 leased) and leased its Salt Lake City headquarters - At December 31, 2022, the company operated **416 branches** (**277 owned**, **139 leased**) and leased its headquarters in Salt Lake City, Utah[118](index=118&type=chunk) [Legal Proceedings](index=21&type=section&id=ITEM%203.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from Note 16 of the Notes to Consolidated Financial Statements - Legal proceedings information is incorporated by reference from Note 16 of the Notes to Consolidated Financial Statements[119](index=119&type=chunk) [Mine Safety Disclosures](index=21&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - No mine safety disclosures are applicable[120](index=120&type=chunk) Part II [Market for Common Equity, Stockholder Matters, and Issuer Purchases](index=22&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Zions Bancorporation's common stock trades on NASDAQ, with **$200 million** in 2022 share repurchases and a **$0.41** per share dividend declared in January 2023, alongside preferred stock and performance relative to market indices - The company has **4.4 million authorized shares of preferred stock** (liquidation preference **$1,000/share**), with **66,139 Series A**, **138,390 Series G**, **98,555 Series I**, and **136,368 Series J** preferred shares outstanding at December 31, 2022[122](index=122&type=chunk) - Common stock is traded on the NASDAQ Global Select Market under the symbol "ZION", with a reported sale price of **$54.10 per share** on February 6, 2023[123](index=123&type=chunk) - In January 2023, the Board declared a dividend of **$0.41 per common share**, payable February 23, 2023[124](index=124&type=chunk) - In 2022, the company repurchased **3.6 million common shares** for **$200 million** at an average price of **$56.13 per share**, and in January 2023, approved a plan to repurchase up to **$50 million** of common shares, with **946,644 shares** repurchased for **$50 million** at an average price of **$52.82** in February 2023[125](index=125&type=chunk)[126](index=126&type=chunk) 2022 Share Repurchases | Period | Total Shares Purchased | Average Price Paid per Share ($) | Shares Purchased (Public Plans) | | :--- | :--- | :--- | :--- | | First quarter | 778,248 | $65.42 | 765,581 | | Second quarter | 936,256 | $53.73 | 930,905 | | Third quarter | 888,092 | $56.30 | 888,092 | | October | — | | — | | November | 978,491 | $51.11 | 978,281 | | December | — | | — | | Fourth quarter total | 978,491 | $51.11 | 978,281 | | Total 2022 | 3,581,087 | $56.19 | 3,562,859 | Indexed Comparison of 5-Year Cumulative Total Return (2017-2022) | Index | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zions Bancorporation, N.A. | 100.0 | 81.7 | 107.1 | 93.0 | 138.7 | 104.0 | | KRX Regional Bank Index | 100.0 | 82.5 | 102.2 | 93.3 | 127.5 | 118.7 | | S&P 500 | 100.0 | 95.6 | 125.7 | 148.8 | 191.5 | 156.8 | [Reserved](index=23&type=section&id=ITEM%206.%20Reserved) This item is reserved and contains no information [Management's Discussion and Analysis](index=24&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) MD&A reviews Zions Bancorporation's 2022 financial condition and operations, noting strong net revenue growth from higher interest rates, increased credit loss provisions, significant loan growth, decreased deposits, and comprehensive risk management strategies - Key corporate objectives include achieving balanced growth in customers, PPNR, EPS, profitability, and shareholder returns, focusing on small businesses, commercial businesses, affluent customers, and capital markets[133](index=133&type=chunk)[134](index=134&type=chunk) - Strategic enablers for growth and profitability include investments in people and empowerment, technology, operational excellence, risk management, and data and analytics[136](index=136&type=chunk)[137](index=137&type=chunk) - In 2022, net earnings applicable to common shareholders decreased **20% to $878 million**, and diluted EPS decreased **15% to $5.79**, primarily due to an increase in the provision for credit losses[140](index=140&type=chunk)[146](index=146&type=chunk) - Adjusted PPNR increased from 2021, driven by growth in adjusted net revenue, largely from increased net interest income, partially offset by higher adjusted noninterest expense, with the efficiency ratio improving to **58.8%** from **60.8%** in the prior year[141](index=141&type=chunk)[146](index=146&type=chunk)[188](index=188&type=chunk) Selected Financial Highlights (2022 vs. 2021) | For the Year (in millions) | Change (%) | 2022 (in millions) | 2021 (in millions) | 2020 (in millions) | | :--- | :--- | :--- | :--- | :--- | | Net interest income | +14 % | $2,520 | $2,208 | $2,216 | | Noninterest income | -10 % | 632 | 703 | 574 | | Total net revenue | +8 % | 3,152 | 2,911 | 2,790 | | Provision for credit losses | NM | 122 | (276) | 414 | | Noninterest expense | +8 % | 1,878 | 1,741 | 1,704 | | Net income | -20 % | 907 | 1,129 | 539 | | Net earnings applicable to common shareholders | -20 % | 878 | 1,100 | 505 | | Per Common Share | | | | | | Net earnings – diluted ($) | -15 % | 5.79 | 6.79 | 3.02 | | Tangible book value at year-end ($) | +9 % | 43.72 | 40.15 | 36.44 | | At Year-End (in millions) | | | | | | Assets | -4 % | 89,545 | 93,200 | 81,479 | | Loans and leases, net of unearned income and fees | +9 % | 55,653 | 50,851 | 53,476 | | Deposits | -13 % | 71,652 | 82,789 | 69,653 | | Common equity | -37 % | 4,453 | 7,023 | 7,320 | | Performance Ratios (%) | | | | | | Return on average assets | | 1.01% | 1.29% | 0.71% | | Return on average common equity | | 16.0% | 14.9% | 7.2% | | Net interest margin | | 3.06% | 2.72% | 3.15% | | Net charge-offs to average loans and leases (ex-PPP) | | 0.08% | 0.01% | 0.22% | | Total allowance for credit losses to loans and leases outstanding (ex-PPP) | | 1.15% | 1.13% | 1.74% | | Capital Ratios at Year-End (%) | | | | | | Common equity tier 1 capital | | 9.8% | 10.2% | 10.8% | | Tier 1 leverage | | 7.7% | 7.2% | 8.3% | | Tangible common equity | | 7.1% | 6.6% | 7.5% | | Other Selected Information | | | | | | Weighted average diluted common shares outstanding (in thousands) | -6 % | 150,271 | 160,234 | 165,613 | | Bank common shares repurchased (in thousands) | -74 % | 3,563 | 13,497 | 1,666 | | Dividends declared ($) | +10 % | 1.58 | 1.44 | 1.36 | | Common dividend payout ratio (%) | | 27.3% | 21.1% | 44.6% | - Net interest income increased **$312 million (14%)** in 2022, despite a **$188 million** decrease from PPP loans, driven by a higher interest rate environment and favorable composition of interest-earning assets, with NIM increasing to **3.06%** from **2.72%**[142](index=142&type=chunk)[148](index=148&type=chunk)[150](index=150&type=chunk) Net Interest Income and Net Interest Margin (2022 vs. 2021) | (Dollar amounts in millions) | 2022 | Change | Percent Change | 2021 | Change | Percent Change | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Interest and fees on loans | $2,112 | $177 | 9 % | $1,935 | $(115) | (6)% | $2,050 | | Interest on money market investments | 81 | 60 | NM | 21 | 7 | 50 | 14 | | Interest on securities | 512 | 201 | 65 | 311 | 7 | 2 | 304 | | Total interest income | 2,705 | 438 | 19 | 2,267 | (101) | (4) | 2,368 | | Interest on deposits | 70 | 40 | NM | 30 | (75) | (71) | 105 | | Interest on short- and long-term borrowings | 115 | 86 | NM | 29 | (18) | (38) | 47 | | Total interest expense | 185 | 126 | NM | 59 | (93) | (61) | 152 | | Net interest income | $2,520 | $312 | 14 % | $2,208 | $(8) | — % | $2,216 | | Average interest-earning assets (in millions) | $83,638 | $1,371 | 2 % | $82,267 | $11,108 | 16 % | $71,159 | | Average interest-bearing liabilities (in millions) | 42,138 | 1,388 | 3 % | 40,750 | 2,512 | 7 % | 38,238 | | Yield on interest-earning assets (%) | 3.28 % | 49 bps | | 2.79 % | (58) bps | | 3.37 % | | Rate paid on total deposits and interest-bearing liabilities (%) | 0.23 % | 16 bps | | 0.07 % | (15) bps | | 0.22 % | | Cost of total deposits (%) | 0.09 % | 5 bps | | 0.04 % | (13) bps | | 0.17 % | | Net interest margin (%) | 3.06 % | 34 bps | | 2.72 % | (43) bps | | 3.15 % | - Average loans and leases (ex-PPP) increased **$4.5 billion (9%)** to **$51.9 billion**, driven by commercial and industrial, consumer 1-4 family residential mortgage, commercial real estate term, and municipal loan portfolios[153](index=153&type=chunk) - Period-end deposits decreased **$11.1 billion (13%)** in 2022, primarily due to decreases in larger-balance and more rate-sensitive, nonoperating deposits, with the average cost of deposits increasing to **0.09%** from **0.04%** in 2021[145](index=145&type=chunk)[155](index=155&type=chunk) - The provision for credit losses was **$122 million** in 2022, compared with a **$(276) million** release in 2021, with the ACL increasing to **$636 million** at December 31, 2022, from **$553 million** in 2021, due to loan growth and deteriorating economic scenarios, partially offset by credit quality improvements[142](index=142&type=chunk)[170](index=170&type=chunk) - Total noninterest income decreased **$71 million (10%)** in 2022, with customer-related noninterest income increasing **$39 million (7%)** driven by commercial account fees, capital markets and foreign exchange fees, and card fees, while noncustomer-related noninterest income decreased **$110 million** largely due to lower securities gains and a valuation loss on an equity investment[177](index=177&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) Noninterest Income (2022 vs. 2021) | (Dollar amounts in millions) | 2022 (in millions) | Amount Change (in millions) | Percent Change (%) | 2021 (in millions) | Amount Change (in millions) | Percent Change (%) | 2020 (in millions) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Commercial account fees | $159 | $22 | 16 % | $137 | $5 | 4 % | $132 | | Card fees | 104 | 9 | 9 | 95 | 13 | 16 | 82 | | Retail and business banking fees | 73 | (1) | (1) | 74 | 6 | 9 | 68 | | Loan-related fees and income | 80 | (15) | (16) | 95 | (14) | (13) | 109 | | Capital markets and foreign exchange fees | 83 | 13 | 19 | 70 | — | — | 70 | | Wealth management fees | 55 | 5 | 10 | 50 | 6 | 14 | 44 | | Other customer-related fees | 60 | 6 | 11 | 54 | 10 | 23 | 44 | | Customer-related noninterest income | 614 | 39 | 7 % | 575 | 26 | 5 % | 549 | | Fair value and nonhedge derivative income (loss) | 16 | 2 | 14 | 14 | 20 | NM | (6) | | Dividends and other income | 17 | (26) | (60) | 43 | 19 | 79 | 24 | | Securities gains (losses), net | (15) | (86) | NM | 71 | 64 | NM | 7 | | Noncustomer-related noninterest income | 18 | (110) | NM | 128 | 103 | NM | 25 | | Total noninterest income | $632 | $(71) | (10)% | $703 | $129 | 22 % | $574 | - Noninterest expense increased **$137 million (8%)** in 2022, primarily due to a **$108 million (10%)** increase in salaries and employee benefits, driven by inflationary pressures, competitive labor market, increased incentive compensation, and higher headcount (**9,989 FTEs**, up **3%**)[145](index=145&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) Noninterest Expense (2022 vs. 2021) | (Dollar amounts in millions) | 2022 (in millions) | Amount Change (in millions) | Percent Change (%) | 2021 (in millions) | Amount Change (in millions) | Percent Change (%) | 2020 (in millions) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Salaries and employee benefits | $1,235 | $108 | 10 % | $1,127 | $40 | 4 % | $1,087 | | Technology, telecom, and information processing | 209 | 10 | 5 | 199 | 7 | 4 | 192 | | Occupancy and equipment, net | 152 | (1) | (1) | 153 | 2 | 1 | 151 | | Professional and legal services | 57 | (15) | (21) | 72 | 15 | 26 | 57 | | Marketing and business development | 39 | (4) | (9) | 43 | (18) | (30) | 61 | | Deposit insurance and regulatory expense | 50 | 16 | 47 | 34 | 1 | 3 | 33 | | Credit-related expense | 30 | 4 | 15 | 26 | 4 | 18 | 22 | | Other real estate expense, net | 1 | 1 | NM | — | (1) | NM | 1 | | Other | 105 | 18 | 21 | 87 | (13) | (13) | 100 | | Total noninterest expense | $1,878 | $137 | 8 % | $1,741 | $37 | 2 % | $1,704 | - Total technology spend increased to **$451 million** in 2022 from **$435 million** in 2021, reflecting ongoing investments in technology initiatives[191](index=191&type=chunk) Technology Spend (2022 vs. 2021) | (In millions) | 2022 (in millions) | 2021 (in millions) | | :--- | :--- | :--- | | Technology, telecom, and information processing expense | $209 | $199 | | Other technology-related expense | 206 | 190 | | Technology investments | 90 | 100 | | Less: related amortization and depreciation | (54) | (54) | | Total technology spend | $451 | $435 | - Income tax expense was **$245 million** in 2022, with an effective tax rate of **21.3%**, and the net deferred tax asset (DTA) increased significantly to **$1.1 billion** at December 31, 2022, from **$0.1 billion** in 2021, primarily due to unrealized losses in AOCI from investment securities and derivative instruments[192](index=192&type=chunk)[195](index=195&type=chunk) Income Taxes (2022 vs. 2021) | (Dollar amounts in millions) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Income before income taxes | $1,152 | $1,446 | $672 | | Income tax expense | 245 | 317 | 133 | | Effective tax rate (%) | 21.3 % | 21.9 % | 19.8 % | - Preferred stock dividends remained stable at **$29 million** in 2022 and 2021[197](index=197&type=chunk) - Total average loans increased **$0.6 billion (1%)** to **$52.6 billion** in 2022, and excluding PPP loans, average loans and leases increased **$4.5 billion (9%)** to **$51.9 billion**[153](index=153&type=chunk) - The amortized cost of total HTM and AFS investment securities increased **$21 million** during 2022, with approximately **8%** of the portfolio having a variable-rate at December 31, 2022[222](index=222&type=chunk) Investment Securities Portfolio (December 31, 2022) | (In millions) | Amortized Cost (in millions) | Fair Value (in millions) | | :--- | :--- | :--- | | Held-to-maturity | $11,126 | $11,239 | | Available-for-sale | 13,538 | 11,915 | | Total HTM and AFS investment securities | $24,664 | $23,154 | - Total investments and extensions of credit to municipalities increased to **$6.877 billion** at December 31, 2022, from **$6.428 billion** in 2021, with all municipal securities graded as Pass[226](index=226&type=chunk)[227](index=227&type=chunk) Municipal Investments and Extensions of Credit (December 31, 2022) | (In millions) | 2022 (in millions) | 2021 (in millions) | | :--- | :--- | :--- | | Loans and leases | $4,361 | $3,658 | | Held-to-maturity – municipal securities | 405 | 441 | | Available-for-sale – municipal securities | 1,634 | 1,694 | | Trading account – municipal securities | 71 | 355 | | Unfunded lending commitments | 406 | 280 | | Total | $6,877 | $6,428 | - The loan and lease portfolio increased **$4.8 billion (9%)** to **$55.7 billion** at December 31, 2022, with total loans and leases (excluding PPP loans) increasing **$6.5 billion (13%)** to **$55.5 billion**, and commercial and industrial loans being the largest category at **29%** of the total portfolio[229](index=229&type=chunk)[230](index=230&type=chunk) Loan and Lease Portfolio Composition (December 31, 2022) | (Dollar amounts in millions) | Amount (in millions) | % of Total Loans | | :--- | :--- | :--- | | Commercial and industrial | $16,180 | 29.1 % | | PPP | 197 | 0.4 | | Leasing | 386 | 0.7 | | Owner-occupied | 9,371 | 16.8 | | Municipal | 4,361 | 7.8 | | Total commercial | 30,495 | 54.8 | | Construction and land development | 2,513 | 4.5 | | Term | 10,226 | 18.4 | | Total commercial real estate | 12,739 | 22.9 | | Home equity credit line | 3,377 | 6.1 | | 1-4 family residential | 7,286 | 13.1 | | Construction and other consumer real estate | 1,161 | 2.1 | | Bankcard and other revolving plans | 471 | 0.8 | | Other | 124 | 0.2 | | Total loans and leases | $55,653 | 100.0 % | - Total other noninterest-bearing investments increased **$279 million (33%)** to **$1.130 billion**, primarily due to a **$283 million** increase in FHLB stock, required to maintain borrowing capacity[235](index=235&type=chunk) Other Noninterest-Bearing Investments (December 31, 2022) | (Dollar amounts in millions) | 2022 (in millions) | 2021 (in millions) | Amount Change (in millions) | Percent Change (%) | | :--- | :--- | :--- | :--- | :--- | | Bank-owned life insurance | $546 | $537 | $9 | 2 % | | Federal Home Loan Bank stock | 294 | 11 | 283 | NM | | Federal Reserve stock | 68 | 81 | (13) | (16) | | Farmer Mac stock | 19 | 19 | — | — | | SBIC investments | 172 | 179 | (7) | (4) | | Other | 31 | 24 | 7 | 29 | | Total other noninterest-bearing investments | $1,130 | $851 | $279 | 33 % | - Net premises, equipment, and software increased **$89 million (7%)**, driven by capitalized costs for new corporate technology and corporate centers, and the final phase of core loan and deposit banking systems replacement[236](index=236&type=chunk)[237](index=237&type=chunk) - Total deposits decreased **$11.1 billion (13%)** to **$71.7 billion** in 2022, primarily due to decreases in larger-balance and more rate-sensitive, nonoperating deposits, with noninterest-bearing deposits decreasing **$5.3 billion (13%)** and interest-bearing deposits decreasing **$5.9 billion (14%)**[241](index=241&type=chunk) Deposits by Category (December 31, 2022) | (Dollar amounts in millions) | Amount (in millions) | % of Total Deposits | | :--- | :--- | :--- | | Noninterest-bearing demand | $35,777 | 49.9 % | | Savings and money market | 33,566 | 46.9 | | Time | 2,309 | 3.2 | | Total deposits | $71,652 | 100.0 % | - The estimated total amount of uninsured deposits was **$38 billion** at December 31, 2022, down from **$49 billion** in 2021[243](index=243&type=chunk) - Risk management employs a three lines of defense approach, overseen by the Board's Audit Committee and Risk Oversight Committee (ROC), with the Enterprise Risk Management Committee (ERMC) central to managing various risks including credit, market, interest rate, liquidity, strategic, operational, technology, cybersecurity, capital/financial reporting, legal/compliance, and reputational risks[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk) - Credit risk management emphasizes strong underwriting, early detection of problem credits, and portfolio diversification, with concentration limits set for commercial industries and CRE lending[248](index=248&type=chunk)[250](index=250&type=chunk)[253](index=253&type=chunk) - U.S. government agency guaranteed loans totaled approximately **$649 million** at December 31, 2022, primarily by the SBA[254](index=254&type=chunk) U.S. Government Agency Guarantees (December 31, 2022) | (Dollar amounts in millions) | 2022 (in millions) | Percent Guaranteed (%) | 2021 (in millions) | Percent Guaranteed (%) | | :--- | :--- | :--- | :--- | :--- | | Commercial | $753 | 83 % | $2,410 | 95 % | | Commercial real estate | 21 | 76 | 22 | 73 | | Consumer | 5 | 100 | 5 | 100 | | Total loans | $779 | 83 % | $2,437 | 94 % | - Commercial lending portfolio shows diversification across industries, with Finance and insurance, Real estate/rental/leasing, and Retail trade being the largest segments[257](index=257&type=chunk) Commercial Lending by Industry Group (December 31, 2022) | (Dollar amounts in millions) | Amount (in millions) | Percent (%) | | :--- | :--- | :--- | | Finance and insurance | $2,992 | 9.8 % | | Real estate, rental and leasing | 2,802 | 9.2 | | Retail trade | 2,751 | 9.0 | | Manufacturing | 2,387 | 7.8 | | Healthcare and social assistance | 2,373 | 7.8 | | Public Administration | 2,366 | 7.8 | | Wholesale trade | 1,880 | 6.2 | | Transportation and warehousing | 1,464 | 4.8 | | Utilities | 1,418 | 4.6 | | Construction | 1,355 | 4.4 | | Mining, quarrying, and oil and gas extraction | 1,349 | 4.4 | | Educational services | 1,302 | 4.3 | | Hospitality and food services | 1,238 | 4.1 | | Other Services (except Public Administration) | 1,041 | 3.4 | | Professional, scientific, and technical services | 995 | 3.3 | | Other | 2,782 | 9.1 | | Total | $30,495 | 100.0 % | - The CRE loan portfolio totaled **$12.7 billion** at December 31, 2022, representing **23%** of the total loan portfolio, with Multi-family, Industrial, and Office properties as the largest collateral types[258](index=258&type=chunk)[261](index=261&type=chunk) Commercial Real Estate Lending by Collateral Type (December 31, 2022) | (Dollar amounts in millions) | Amount (in millions) | Percent (%) | | :--- | :--- | :--- | | Multi-family | $3,068 | 24.1 % | | Industrial | 2,509 | 19.7 | | Office | 2,281 | 17.9 | | Retail | 1,529 | 12.0 | | Hospitality | 695 | 5.4 | | Land | 276 | 2.2 | | Other | 1,728 | 13.5 | | Single family | 340 | 2.7 | | Land | 75 | 0.6 | | Condo/Townhome | 13 | 0.1 | | Other | 225 | 1.8 | | Total | $12,739 | 100.0 % | - The 1-4 family residential mortgage loan portfolio increased **$1.2 billion (20%)** to **$7.3 billion** at December 31, 2022, driven by demand for variable-rate mortgages, while the HECL portfolio totaled **$3.4 billion**, with **91%** still in the draw period[268](index=268&type=chunk)[269](index=269&type=chunk)[271](index=271&type=chunk) - Nonperforming assets decreased **$123 million (45%)** to **$149 million** at December 31, 2022, and as a percentage of loans and leases and OREO, decreased to **0.27%** from **0.53%**[174](index=174&type=chunk)[272](index=272&type=chunk)[273](index=273&type=chunk) Nonperforming Assets (December 31, 2022) | (Dollar amounts in millions) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Nonaccrual loans | $149 | $271 | $367 | | Other real estate owned | — | 1 | 4 | | Total nonperforming assets | $149 | $272 | $371 | | Accruing loans past due 90 days or more | $6 | $8 | $12 | | Ratio of nonaccrual loans to net loans and leases (%) | 0.27 % | 0.53 % | 0.69 % | | Ratio of nonperforming assets to net loans and leases and other real estate owned (%) | 0.27 % | 0.53 % | 0.69 % | | Ratio of accruing loans past due 90 days or more to net loans and leases (%) | 0.01 % | 0.02 % | 0.02 % | - Troubled Debt Restructured Loans (TDRs) decreased to **$235 million** at December 31, 2022, from **$326 million** in 2021[275](index=275&type=chunk)[277](index=277&type=chunk) Accruing and Nonaccruing Troubled Debt Restructured Loans (December 31, 2022) | (In millions) | 2022 (in millions) | 2021 (in millions) | 2020 (in millions) | | :--- | :--- | :--- | :--- | | Restructured loans – accruing | $197 | $221 | $198 | | Restructured loans – nonaccruing | 38 | 105 | 113 | | Total | $235 | $326 | $311 | - The total Allowance for Credit Losses (ACL) increased **$83 million** during 2022, primarily due to loan growth and deteriorating economic scenarios, partially offset by improvements in credit quality, with the ratio of ACL to net loans and leases (ex-PPP) at **1.15%** at December 31, 2022[283](index=283&type=chunk)[280](index=280&type=chunk) Changes in the Allowance for Credit Losses (2022) | (In millions) | Commercial (in millions) | Commercial Real Estate (in millions) | Consumer (in millions) | Total (in millions) | | :--- | :--- | :--- | :--- | :--- | | Balance at beginning of year | $311 | $107 | $95 | $513 | | Provision for loan losses | 29 | 49 | 23 | 101 | | Net loan and lease charge-offs (recoveries) | 40 | — | (1) | 39 | | Balance at end of year | $300 | $156 | $119 | $575 | | Reserve for unfunded lending commitments (beginning) | $19 | $11 | $10 | $40 | | Provision for unfunded lending commitments | (3) | 22 | 2 | 21 | | Reserve for unfunded lending commitments (end) | $16 | $33 | $12 | $61 | | Total allowance for credit losses (end) | $316 | $189 | $131 | $636 | - Interest rate risk is a significant exposure, with the company being naturally "asset-sensitive," using derivatives, including receive-fixed swaps (**$7.6 billion notional**) and pay-fixed swaps (**$1.2 billion notional**), to manage this risk and reduce net interest income volatility[287](index=287&type=chunk)[291](index=291&type=chunk)[301](index=301&type=chunk) Income Simulation – Change in Net Interest Income and Change in Economic Value of Equity (December 31, 2022) | Repricing Scenario | -100 bps (%) | 0 % | +100 bps (%) | +200 bps (%) | +300 bps (%) | | :--- | :--- | :--- | :--- | :--- | | Earnings at Risk (EaR) | (2.4)% | — % | 2.4 % | 4.8 % | 7.1 % | | Economic Value of Equity (EVE) | 2.0 % | — % | (1.1)% | (2.3)% | (3.7)% | - The LIBOR transition program is underway, with a significant portion of legacy LIBOR-based contracts already migrated to alternative reference rates, and at December 31, 2022, approximately **$14.2 billion** in loans, unfunded commitments, and securities referenced LIBOR, with **$8.4 billion** in notional LIBOR-referenced derivative contracts[302](index=302&type=chunk)[304](index=304&type=chunk) - Liquidity management is overseen by ALCO, maintaining a buffer of highly liquid assets, with investment securities (**$23.5 billion**) and cash/money market investments (**$4.4 billion**) comprising **31%** of total assets at December 31, 2022[316](index=316&type=chunk) - Total borrowed funds increased by **$9.2 billion** during 2022, driven by increases in short-term borrowings (e.g., FHLB advances of **$7.1 billion** outstanding) due to loan growth and deposit declines[326](index=326&type=chunk)[327](index=327&type=chunk) Contractual Obligations (December 31, 2022) | (In millions) | One Year or Less (in millions) | One to Three Years (in millions) | Three to Five Years (in millions) | Over Five Years (in millions) | Indeterminable Maturity (in millions) | Total (in millions) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Deposits | $2,038 | $209 | $61 | $1 | $69,343 | $71,652 | | Unfunded lending commitments | 7,654 | 9,217 | 2,949 | 9,808 | — | 29,628 | | Standby letters of credit | 851 | — | — | — | — | 851 | | Commercial letters of credit | 11 | — | — | — | — | 11 | | Mortgage-backed security purchase agreements | 23 | — | — | — | — | 23 | | Commitments to make venture and other noninterest-bearing investments | — | — | — | — | 77 | 77 | | Federal funds and other short-term borrowings | 10,417 | — | — | — | — | 10,417 | | Long-term debt | 128 | — | — | 587 | — | 715 | | Operating leases | 47 | 67 | 39 | 73 | — | 226 | | Total contractual obligations | $21,169 | $9,493 | $3,049 | $10,469 | $69,420 | $113,600 | - Total shareholders' equity decreased **$2.6 billion (34%)** to **$4.9 billion** at December 31, 2022, primarily due to a **$3.0 billion** decrease in Accumulated Other Comprehensive Income (AOCI) from the decline in fair value of AFS securities due to rising interest rates[344](index=344&type=chunk)[346](index=346&type=chunk) Shareholders' Equity (December 31, 2022) | (Dollar amounts in millions) | 2022 (in millions) | 2021 (in millions) | Amount Change (in millions) | Percent Change (%) | | :--- | :--- | :--- | :--- | :--- | | Preferred stock | $440 | $440 | $— | — % | | Common stock and additional paid-in capital | 1,754 | 1,928 | (174) | (9) | | Retained earnings | 5,811 | 5,175 | 636 | 12 | | Accumulated other comprehensive income | (3,112) | (80) | (3,032) | NM | | Total shareholders' equity | $4,893 | $7,463 | $(2,570) | (34)% | - The company exceeded all Basel III capital adequacy requirements at December 31, 2022, with **CET1 ratio of 9.8%**, Tier 1 risk-based capital of **10.5%**, Total risk-based capital of **12.2%**, and Tier 1 leverage ratio of **7.7%**[351](index=351&type=chunk)[353](index=353&type=chunk) Capital Ratios (December 31, 2022) | Ratio | December 31, 2022 (%) | December 31, 2021 (%) | December 31, 2020 (%) | | :--- | :--- | :--- | :--- | | Average equity to average assets | 6.6 % | 9.0 % | 10.0 % | | Return on average common equity | 16.0 % | 14.9 % | 7.2 % | | Return on average tangible common equity | 13.9 % | 17.8 % | 8.8 % | | Tangible equity ratio | 7.6 % | 7.1 % | 8.2 % | | Tangible common equity ratio | 7.1 % | 6.6 % | 7.5 % | | Basel III risk-based capital ratios: | | | | | Common equity tier 1 capital | 9.8 % | 10.2 % | 10.8 % | | Tier 1 risk-based | 10.5 % | 10.9 % | 11.8 % | | Total risk-based | 12.2 % | 12.8 % | 14.1 % | | Tier 1 leverage | 7.7 % | 7.2 % | 8.3 % | - Critical accounting policies include the Allowance for Credit Losses (ACL), Fair Value Estimates, and Goodwill, with ACL highly sensitive to economic forecasts and credit quality changes, fair value measurements involving significant judgment, and no goodwill impairment found in 2022[354](index=354&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk)[360](index=360&type=chunk)[362](index=362&type=chunk)[369](index=369&type=chunk)[374](index=374&type=chunk) - The company presents non-GAAP financial measures like Tangible Common Equity and the Efficiency Ratio to provide additional insights into performance and financial position, believing they are relevant to ongoing operating results and industry comparisons[376](index=376&type=chunk)[378](index=378&type=chunk)[381](index=381&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk disclosures are incorporated by reference from the "Interest Rate and Market Risk Management" section within MD&A, starting on page 56 - Information on market risk disclosures is incorporated by reference from the "Interest Rate and Market Risk Management" section in MD&A[383](index=383&type=chunk) [Financial Statements and Supplementary Data](index=72&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents management's effective internal control assessment and Ernst & Young's unqualified report, alongside consolidated financial statements and detailed notes for 2020-2022 - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2022, and concluded it was effective, with no material weaknesses identified[388](index=388&type=chunk) - Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements and an attestation report on internal control over financial reporting, concluding it was effective as of December 31, 2022[389](index=389&type=chunk)[391](index=391&type=chunk)[398](index=398&type=chunk)[399](index=399&type=chunk) - A critical audit matter identified was the Allowance for Loan and Lease Losses (ALLL) due to the complexity of management's judgment in weighing economic scenarios and qualitative adjustments[403](index=403&type=chunk)[404](index=404&type=chunk)[405](index=405&type=chunk) Consolidated Balance Sheets (December 31, 2022 and 2021) | (In millions) | 2022 (in millions) | 2021 (in millions) | | :--- | :--- | :--- | | ASSETS | | | | Cash and due from banks | $657 | $595 | | Money market investments | 3,766 | 12,416 | | Total investment securities | 23,506 | 24,861 | | Loans, net of allowance | 55,078 | 50,338 | | Other noninterest-bearing investments | 1,130 | 851 | | Premises, equipment and software, net | 1,408 | 1,319 | | Goodwill and intangibles | 1,065 | 1,015 | | Other real estate owned | 3 | 8 | | Other assets | 2,924 | 1,714 | | Total assets | $89,545 | $93,200 | | LIABILITIES AND SHAREHOLDERS' EQUITY | | | | Total deposits | $71,652 | $82,789 | | Federal funds and other short-term borrowings | 10,417 | 903 | | Long-term debt | 651 | 1,012 | | Reserve for unfunded lending commitments | 61 | 40 | | Other liabilities | 1,871 | 993 | | Total liabilities | 84,652 | 85,737 | | Total shareholders' equity | 4,893 | 7,463 | | Total liabilities and shareholders' equity | $89,545 | $93,200 | Consolidated Statements of Income (Years Ended December 31, 2022, 2021, and 2020) | (In millions) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Total interest income | $2,705 | $2,267 | $2,368 | | Total interest expense | 185 | 59 | 152 | | Net interest income | 2,520 | 2,208 | 2,216 | | Total provision for credit losses | 122 | (276) | 414 | | Net interest income after provision for credit losses | 2,398 | 2,484 | 1,802 | | Total noninterest income | 632 | 703 | 574 | | Total noninterest expense | 1,878 | 1,741 | 1,704 | | Income before income taxes | 1,152 | 1,446 | 672 | | Income taxes | 245 | 317 | 133 | | Net income | 907 | 1,129 | 539 | | Preferred stock dividends | (29) | (29) | (34) | | Net earnings applicable to common shareholders | $878 | $1,100 | $505 | | Diluted net earnings per common share ($) | $5.79 | $6.79 | $3.02 | Consolidated Statements of Comprehensive Income (Loss) (Years Ended December 31, 2022, 2021, and 2020) | (In millions) | 2022 (in millions) | 2021 (in millions) | 2020 (in millions) | | :--- | :--- | :--- | :--- | | Net income | $907 | $1,129 | $539 | | Other comprehensive income (loss), net of tax | (3,032) | (405) | 282 | | Comprehensive income (loss) | $(2,125) | $724 | $821 | Consolidated Statements of Cash Flows (Years Ended December 31, 2022, 2021, and 2020) | (In millions) | 2022 (in millions) | 2021 (in millions) | 2020 (in millions) | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $1,470 | $629 | $719 | | Net cash provided by (used in) investing activities | 1,405 | (11,579) | (12,204) | | Net cash provided by (used in) financing activities | (2,813) | 11,002 | 11,323 | | Net increase (decrease) in cash and due from banks | 62 | 52 | (162) | | Cash and due from banks at end of year | $657 | $595 | $543 | [Changes in and Disagreements with Accountants](index=143&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure were reported - No changes in or disagreements with accountants on accounting and financial disclosure were reported[663](index=663&type=chunk) [Controls and Procedures](index=143&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of December 31, 2022, with no material changes in internal control during Q4 2022 - Disclosure controls and procedures were evaluated as effective as of December 31, 2022, with no material changes in internal control over financial reporting during Q4 2022[664](index=664&type=chunk) [Other Information](index=143&type=section&id=ITEM%209B.%20Other%20Information) This item contains no other information - No other information is reported under this item[665](index=665&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=144&type=section&id=ITEM%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) No disclosures regarding foreign jurisdictions that prevent inspections are applicable - No disclosures regarding foreign jurisdictions that prevent inspections are applicable[666](index=666&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=144&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Shareholders[668](index=668&type=chunk) [Executive Compensation](index=144&type=section&id=ITEM%2011.%20Executive%20Compensation) Information on executive compensation is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Shareholders[669](index=669&type=chunk) [Security Ownership and Related Stockholder Matters](index=144&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section details equity compensation plans as of December 31, 2022, including **1,257,143** securities under outstanding options and **3,683,780** available for future issuance Equity Compensation Plan Information (December 31, 2022) | Plan Category | Securities to be Issued (Number) | Weighted Average Exercise Price ($) | Securities Available for Future Issuance (Number) | | :--- | :--- | :--- | :--- | | Equity compensation plan approved by security holders: Zions Bancorporation, N.A. 2022 Omnibus Incentive Plan | 1,257,143 | $50.93 | 3,683,780 | - The table excludes **60,749 shares** of unvested restricted stock and **1,169,093 RSUs**, as well as **5,223 stock options** from assumed merger plans[671](index=671&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=144&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Shareholders[672](index=672&type=chunk) [Principal Accountant Fees and Services](index=144&type=section&id=ITEM%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2023 Annual Meeting of Shareholders[673](index=673&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=144&type=section&id=ITEM%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists consolidated financial statements and a comprehensive array of exhibits, including corporate documents, incentive plans, and executive certifications, filed as part of Form 10-K - The consolidated financial statements filed as part of Form 10-K include balance sheets, statements of income, comprehensive income, changes in shareholders' equity, and cash flows for the periods ended December 31, 2022, 2021, and 2020, along with accompanying notes[675](index=675&type=chunk)[676](index=676&type=chunk) - A list of exhibits is provided, detailing various corporate documents such as Articles of Association, Bylaws, Value Sharing Plans, Deferred Compensation Plans, and the Payshelter 401(k) and Employee Stock Ownership Plan[677](index=677&type=chunk)[678](index=678&type=chunk)[679](index=679&type=chunk)[680](index=680&type=chunk)[681](index=681&type=chunk)[682](index=682&type=chunk) - Certifications by the Chief Executive Officer and Chief Financial Officer, as required by the Securities Exchange Act of 1934, are filed herewith[681](index=681&type=chunk) [Form 10-K Summary](index=150&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) This item is not applicable to the report - This item is not applicable[683](index=683&type=chunk)