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What changed in ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+575 added−597 removedSource: 10-K (2025-02-25) vs 10-K (2024-02-23)

Top changes in ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/'s 2024 10-K

575 paragraphs added · 597 removed · 434 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

79 edited+23 added−24 removed3 unchanged
Biggest changeThe following schedule presents minimum capital ratio and capital conservation buffer requirements, our capital ratios at December 31, 2023, and the minimum requirements to be well-capitalized: Schedule 1 MINIMUM CAPITAL RATIO AND CAPITAL CONSERVATION BUFFER REQUIREMENTS December 31, 2023 Minimum requirement to be “ well-capitalized ” Minimum capital requirement Capital conservation buffer Minimum capital ratio requirement with capital conservation buffer Current capital ratio CET1 to risk-weighted assets 4.5 % 2.5 % 7.0 % 10.3 % 6.5 % Tier 1 capital (i.e., CET1 plus additional Tier 1 capital) to risk-weighted assets 6.0 2.5 8.5 10.9 8.0 Total capital (i.e., Tier 1 capital plus Tier 2 capital) to risk-weighted assets 8.0 2.5 10.5 12.8 10.0 Tier 1 capital to average consolidated assets (known as the “Tier 1 leverage ratio”) 4.0 N/A 4.0 8.3 5.0 Recent Regulatory Developments Basel III Endgame On July 27, 2023, bank regulators issued a proposal to implement the Basel Committee on Banking Supervision’s finalization of the post-crisis bank regulatory capital reforms.
Biggest changeThe following schedule presents minimum capital ratio and capital conservation buffer requirements, our capital ratios at December 31, 2024, and the minimum requirements to be well capitalized: MINIMUM CAPITAL RATIO AND CAPITAL CONSERVATION BUFFER REQUIREMENTS December 31, 2024 Minimum requirement to be “ well capitalized ” Minimum capital requirement Capital conservation buffer Minimum capital ratio requirement with capital conservation buffer Current capital ratio CET1 to risk-weighted assets 4.5% 2.5% 7.0% 10.9% 6.5% Tier 1 risk-based capital (i.e., CET1 plus additional Tier 1 capital) to risk-weighted assets 6.0% 2.5% 8.5% 11.0% 8.0% Total risk-based capital (i.e., Tier 1 capital plus Tier 2 capital) to risk-weighted assets 8.0% 2.5% 10.5% 13.3% 10.0% Tier 1 leverage ratio (i.e., Tier 1 risk-based capital) to average consolidated assets 4.0% N/A 4.0% 8.3% 5.0% 8 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Regulatory Developments Resolution and Recovery Planning Effective October 1, 2024, the FDIC revised its rule regarding the resolution planning requirements for insured depository institutions with $50 billion or more in total assets.
We provide quality retail banking products and services to our customers that include: ◦ Residential mortgages; ◦ Home equity lines of credit; ◦ Personal lines of credit and installment consumer loans; ◦ Depository account services; ◦ Consumer cards; and ◦ Personal trust services. • Wealth management. We offer various wealth management products and services to customers.
Retail Banking We provide quality retail banking products and services to our customers that include: • Residential mortgages; • Home equity lines of credit; • Personal lines of credit and installment consumer loans; • Depository account services; • Consumer cards; and • Personal trust services. Wealth Management We offer various wealth management products and services to customers.
Financial institutions with a ratio of CET1 to risk-weighted assets above the minimum, but below the capital conservation buffer, face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.
Financial institutions with a CET1 to risk-weighted assets ratio above the minimum, but below the capital conservation buffer, face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.
As we attract and hire talent, we proactively consider the demand for competencies that will be needed within the workforce of the future. Consistent with our strategic objectives, we invest in training our employees and providing them the tools and resources to build their capabilities.
As we attract and hire talent, we proactively consider the demand for competencies that will be needed within the workforce of the future. Consistent with our strategic objectives, we invest in training our employees and in providing them with the tools and resources to build their capabilities.
These regulations and other proposals include, but are not limited to, the following: • Limitations on dividends payable to shareholders. Our ability to pay dividends on both our common and preferred stock is subject to regulatory restrictions.
These regulations and proposals include, but are not limited to, the following: • Limitations on Dividends Payable to Shareholders — Our ability to pay dividends on both our common and preferred stock is subject to regulatory restrictions.
We offer new manager programs, tuition reimbursement, education sponsorship opportunities, job shadowing, coaching, and formal mentoring programs. Our talent development program and individual development plans focus on education, experience, and exposure to help create well-rounded, highly skilled, and successful employees. We are also mindful of the continued competition for talent in the labor market.
Our offerings include new manager programs, tuition reimbursement, education sponsorship opportunities, job shadowing, coaching, and formal mentoring programs. Our talent development program and individual development plans focus on education, experience, and exposure to help create well-rounded, highly skilled, and successful employees. We are also mindful of the continued competition for talent in the labor market.
Our most direct competition for loans, deposits, and other banking services generally comes from other commercial banks, credit unions, financial technology companies (“fintechs”), and private credit or debt funds. Some of these financial institutions do not have a physical presence in our market footprint, but solicit business via the internet and other means.
Our primary competition for loans, deposits, and other banking services generally comes from commercial banks, credit unions, financial technology companies (“fintechs”), and private credit or debt funds. Some of these financial institutions do not have a physical presence in our market footprint, but solicit business via the internet and other means.
Capital markets products and services include: ◦ Loan syndications; ◦ Foreign exchange services and interest rate derivatives; ◦ Fixed income securities underwriting; ◦ Advisory and capital raising; ◦ Commercial mortgage-backed security (“CMBS”) conduit lending; and ◦ Power and project financing. • Commercial real estate lending.
Capital markets products and services include: • Loan syndications; • Interest rate derivatives and foreign exchange services; • Fixed income securities underwriting; • Advisory and capital raising; • Commercial mortgage-backed security (“CMBS”) conduit lending; and • Power and project financing.
We offer more than 1,500 virtual, in-person, expert-led, and pre-recorded or self-paced learning options for employees to create custom learning plans for personal and professional development. In 2023, we hosted more than 1,000 training experiences to support employees, build new skills, or to assist in career advancement.
We offer more than 1,500 virtual, in-person, expert-led, and pre-recorded or self-paced learning options, enabling employees to create custom learning plans for personal and professional development. In 2024, we hosted more than 1,000 training experiences to support employees, build new skills, and assist in career advancement.
We, as well as some of our subsidiaries, are also subject to regulation by other federal and state agencies. These regulatory agencies may exert considerable influence over our activities through their supervisory and examination roles. Our brokerage and investment advisory subsidiaries are regulated by the Securities and Exchange Commission (“SEC”), Financial Industry Regulatory Authority (“FINRA”), and state securities regulators.
Additionally, we and some of our subsidiaries are subject to regulation by other federal and state agencies. These regulatory agencies may exert considerable influence over our activities through their supervisory and examination roles. Our brokerage and investment advisory subsidiaries are regulated by the Securities and Exchange Commission (“SEC”), Financial Industry Regulatory Authority (“FINRA”), and state securities regulators.
These laws and rules limit the ability of banks and other financial institutions to disclose nonpublic information about consumers to unaffiliated third parties, require financial institutions to disclose privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to an unaffiliated third party.
These laws and rules limit the ability of banks and financial institutions to disclose nonpublic information about consumers to unaffiliated third parties, require financial institutions to disclose privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to unaffiliated third parties.
ITEM 1. BUSINESS DESCRIPTION OF BUSINESS Zions Bancorporation, National Association (“Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”) is a bank headquartered in Salt Lake City, Utah with annual net revenue (net interest income and noninterest income) of $3.1 billion in 2023, and total assets of approximately $87 billion at December 31, 2023.
ITEM 1. BUSINESS DESCRIPTION OF BUSINESS Zions Bancorporation, National Association (“Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”) is a bank headquartered in Salt Lake City, Utah with annual net revenue (net interest income and noninterest income) of $3.1 billion in 2024, and total assets of approximately $89 billion at December 31, 2024.
We provide customized financing solutions to help our customers raise capital efficiently, execute strategic transactions, and manage exposure to financial markets.
Capital Markets and Investment Banking We provide customized financing solutions to help our customers raise capital efficiently, execute strategic transactions, and manage exposure to financial markets.
Federal and state regulators have been increasingly active in implementing privacy and cybersecurity standards and regulations. For example, recently effective SEC rules now require timely disclosure of material cybersecurity incidents and description of cybersecurity risk management, strategy, and governance.
Federal and state regulators have been increasingly active in implementing privacy and cybersecurity standards and regulations. For example, SEC rules require timely disclosure of material cybersecurity incidents and description of cybersecurity risk management, strategy, and governance.
Sustainability standards and related concerns, including those related to global climate change, continue to evolve and have become more prominent in recent years. We are closely monitoring developments in standards published by sustainability interest groups and organizations, as well as proposed regulatory initiatives and expectations relating to these issues.
Sustainability standards and related concerns, including those associated with global climate change, continue to evolve and have become increasingly prominent in recent years. We are closely monitoring developments in standards published by sustainability interest groups and organizations, as well as proposed regulatory initiatives and expectations relating to these issues.
Consumers also have the option to direct banks and other financial institutions not to share information about transactions and experiences with affiliated companies for the purpose of marketing products or services. Federal law makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means.
Consumers also have the option to direct banks and financial institutions not to share information about transactions and experiences with affiliated companies for marketing purposes. Federal law makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means.
We provide a wide range of banking products and related services, primarily in the states of Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. We had more than one million customers at year-end 2023, served by 407 branches and various online, mobile, and digital offerings. We had 9,679 full-time equivalent employees at December 31, 2023.
We provide a wide range of banking products and related services, primarily in the states of Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. We had more than one million customers at year-end 2024, served by 404 branches and various online, mobile, and digital offerings. We had 9,406 full-time equivalent employees at December 31, 2024.
We provide lending products secured by commercial real estate to borrowers that include: ◦ Term and construction/land development financing, including the following collateral types: ▪ Commercial multi-family, industrial, and office; and ▪ Residential single-family, community development, and affordable housing. • Retail banking.
Commercial Real Estate Lending We provide lending products secured by commercial real estate to borrowers that include: • Term and construction/land development financing, including the following collateral types: ◦ Commercial multifamily, industrial, and office; and ◦ Residential single family, community development, and affordable housing.
We continue to analyze relevant metrics related to employee recruiting and turnover, which has and will continue to impact wages and flexible work arrangements. Recognizing, engaging, and rewarding our employees Our comprehensive rewards and recognition programs are designed to reward high performance, improve retention, and enhance the employee experience through recognition and growth opportunities.
We continuously analyze relevant metrics related to employee recruiting and turnover, which will continue to impact wages and flexible work arrangements. Recognizing, engaging, and rewarding our employees Our comprehensive rewards and recognition programs are designed to reward high performance, improve retention, and enrich the employee experience through meaningful recognition and growth opportunities.
We are also subject to the Sarbanes-Oxley Act of 2002, certain provisions of the Dodd-Frank Act, and other federal and state laws and regulations which address, among other matters, corporate governance, auditing and accounting, internal controls over financial reporting, and enhanced and timely disclosure of corporate information.
We are also subject to the Sarbanes-Oxley Act of 2002, certain provisions of the Dodd-Frank Act, and other federal and state laws and regulations. These regulations address various matters, including corporate governance, auditing and accounting, internal controls over financial reporting, and enhanced and timely disclosure of corporate information.
The National Bank Act Our corporate affairs are governed by the National Bank Act, and related regulations are administered by the OCC. With respect to securities matters, we are not subject to the Securities Act of 1933 (“Securities Act”), but are subject to OCC regulations governing securities offerings.
The National Bank Act Our corporate affairs are governed by the National Bank Act, with related regulations administered by the OCC. In terms of securities matters, we are not subject to the Securities Act of 1933 (“Securities Act”), but are subject to OCC regulations governing securities offerings.
Under the prompt corrective action provisions of FDICIA as modified by the Basel III capital rules, an insured depository institution will generally be classified as well-capitalized if it has a CET1 ratio of at least 6.5%, a Tier 1 risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10%, and a Tier 1 leverage ratio of at least 5%.
According to the prompt corrective action provisions of FDICIA, as modified by the Basel III capital rules, an insured depository institution is generally classified as well capitalized if it has a CET1 ratio of at least 6.5%, a Tier 1 risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10%, and a Tier 1 leverage ratio of at least 5%.
Our recent internal stress test included hypothetical scenarios that reflected (1) high inflation, (2) increased losses on commercial loans due to inflation and supply chain disruptions, (3) declining commercial property values, (4) increased losses on consumer loans due to falling home prices, (5) rising unemployment, and (6) other current economic, financial, and social disruptions.
Our most recent internal stress test included hypothetical scenarios that reflected: (1) high inflation, (2) declining commercial property values, (3) increased losses on commercial loans due to declining asset values and slowing economic activity, (4) increased losses on consumer loans due to falling home prices, (5) rising unemployment, and (6) other current economic, financial, and social disruptions.
In the event we were to increase our total assets to $100 billion or more, we would have a three-year implementation period to issue debt and meet the other requirements under the proposal.
Under the proposal, if our total assets were to increase to $100 billion or more, we would have a three-year implementation period to issue the necessary debt and meet other requirements.
An institution that is classified as well-capitalized, adequately capitalized, or under-capitalized, may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice warrants such treatment.
An institution classified as well capitalized, adequately capitalized, or undercapitalized, may be treated as though it were in the next lower capital category if the appropriate federal banking regulator, after notice and opportunity for a hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment.
These laws and regulations also affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. In addition, consumers may prevent disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a product or service, such as that shown on consumer credit reports and asset and income information from applications.
These regulations also affect how consumer information is transmitted through diversified financial companies and conveyed to outside suppliers. Additionally, consumers may prevent the disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a product or service, such as information shown on consumer credit reports and asset and income information from applications.
General We are subject to the provisions of the National Bank Act and other statutes governing national banks, as well as the rules and regulations of the Office of the Comptroller of the Currency (“OCC”), the Consumer Financial Protection Bureau (“CFPB”), and the Federal Deposit Insurance Corporation (“FDIC”).
General We are governed by the provisions of the National Bank Act and other statutes applicable to national banks, as well as the rules and regulations of the Office of the Comptroller of the Currency (“OCC”), the Consumer Financial Protection Bureau (“CFPB”), and the Federal Deposit Insurance Corporation (“FDIC”).
We conduct our operations primarily through seven separately managed and geographically defined bank divisions, which we refer to as “affiliates,” or “affiliate banks,” each with its own local branding and management team. These affiliate banks comprise our primary business segments as referred to throughout this document.
We conduct our operations primarily through seven separately managed and geographically defined bank divisions, which we refer to as “affiliates,” or “affiliate banks,” each with its own local branding and management teams. These affiliate banks constitute our primary business segments as referenced throughout this document.
Capital Standards – Basel Framework At December 31, 2023, we exceeded all capital adequacy requirements under the Basel III capital rules, which include certain risk-based capital and leverage ratio requirements prescribed by the OCC. The Basel III capital rules define the components of capital and other factors, such as risk weights, affecting banking institutions’ regulatory capital ratios.
Capital Standards – Basel Framework At December 31, 2024, we exceeded all capital adequacy requirements under the Basel III capital rules, which include specific risk-based capital and leverage ratio requirements prescribed by the OCC. The Basel III capital rules define the components of capital and other factors, such as risk weights, which affect banking institutions’ regulatory capital ratios.
The proposed rule would require these banks to have a minimum outstanding amount of eligible long-term debt that is the greatest of (1) 6% of total risk-weighted assets, (2) 2.5% of total leverage exposure, and (3) 3.5% of average total assets.
The proposed rule requires these banks to maintain a minimum outstanding amount of eligible long-term debt that is the greatest of (1) 6% of total risk-weighted assets, (2) 2.5% of total leverage exposure, and (3) 3.5% of average total assets.
We emphasize local authority, responsibility, pricing, and customization of certain products that are designed to maximize customer satisfaction and strengthen community relations.
We emphasize local authority, responsibility, pricing, and customization of certain products to maximize customer satisfaction and strengthen community relations.
Our common stock and certain other securities are registered under the Securities and Exchange Act of 1934 (“Exchange Act”), which vests the OCC with the power to administer and enforce certain sections of the Exchange Act applicable to national banks, though we continue to make filings required by the Exchange Act with the SEC as a voluntary filer.
Our common stock and certain other securities are registered under the Securities and Exchange Act of 1934 (“Exchange Act”), which grants the OCC the authority to administer and enforce certain sections of the Exchange Act applicable to national banks. Despite this, we continue to make filings required by the Exchange Act with the SEC as a voluntary filer.
Attracting, developing, and retaining talent for long-term success We are committed to (1) attracting, developing, and retaining the most qualified individuals who reflect the diversity of the available workforce and markets in which we operate, (2) helping our employees grow in their careers, and (3) actively building a pipeline of talent for future leadership opportunities.
Attracting, developing, and retaining talent for long-term success We are committed to (1) attracting, developing, and retaining the most qualified individuals to serve the diverse markets in which we operate, (2) helping our employees grow in their careers, and (3) actively building a pipeline of talent for future leadership opportunities.
These laws will increase our compliance costs and may include provisions that conflict with other state and federal regulations, or limit our ability to conduct business in certain jurisdictions. We publish an annual Corporate Responsibility Report that provides a summary of how we address these issues.
These 12 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES laws will increase our compliance costs and may include provisions that conflict with other state and federal regulations, or limit our ability to conduct business in certain jurisdictions. We publish an annual Corporate Responsibility Report that provides a summary of how we address these issues.
Our Everyone Counts Council coordinates the related efforts of our affiliates and enterprise groups, and advises executive management on goals and recommendations for ongoing improvement. Our efforts include employee business forums, mental health initiatives, and a broad range of employee and regional events.
Our Everyone Counts Council coordinates the related efforts of our affiliates and enterprise employee groups, providing executive management with goals and recommendations for continuous improvement. Our initiatives include employee business forums, mental health programs, and a broad range of employee and regional events.
If this proposal passes, it could reduce our fee income by approximately $10 million or more per year. • Limitations on the dollar amount of loans made to a borrower and its affiliates. • Limitations on transactions with affiliates. • Restrictions on the nature and amount of any investments and ability to underwrite certain types of securities (e.g., common equity). • Requirements for opening and closing of branches. 10 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES • A number of federal and state consumer protection laws, including fair lending and truth in lending requirements, to provide equal access to credit and to protect consumers in credit transactions.
If finalized as proposed, the revised regulation could reduce our fee income by approximately $10 million or more per year. • Limitations on Loans — Restrictions on the dollar amount of loans made to a borrower and its affiliates. • Limitations on Transactions with Affiliates . • Limitations on Investments and Securities — Restrictions on the nature and amount of any investments and the ability to underwrite certain types of securities (e.g., common equity). • Branches — Requirements for opening and closing of branches. • Consumer Protection Laws — A number of federal and state consumer protection laws, including fair lending and truth in lending requirements, provide equal access to credit and protect consumers in credit transactions.
See further discussion in “Risk Factors.” Other laws and regulations governing national banks contain similar provisions concerning acquisitions and activities. • Limits on interchange fees imposed under the Dodd-Frank Act, including a set of rules requiring that interchange transaction fees for electronic debit transactions be reasonable and proportional to certain costs associated with processing the transactions.
See further discussion in “Risk Factors.” Other laws and regulations governing national banks contain similar provisions concerning acquisitions and activities. • Limits on Interchange Fees — Imposed under the Dodd-Frank Act, these rules require interchange transaction fees for electronic debit transactions to be reasonable and proportional to transaction processing costs.
Capital Planning and Stress Testing We utilize stress testing as an important mechanism to inform our decisions on the appropriate level of capital, based upon actual and hypothetically stressed economic conditions, which are comparable in severity to the scenarios published by the Federal Reserve Board (“FRB”).
Capital Planning and Stress Testing We use stress testing as an important tool to inform our decisions on the appropriate level of capital to maintain, based on hypothetically stressed economic conditions, comparable in severity to the scenarios published by the Federal Reserve Board (“FRB”).
An insured depository institution will generally be classified as under-capitalized if it has a CET1 ratio less than 4.5%, a Tier 1 risk-based capital ratio less than 6%, a total risk-based capital ratio less than 8%, and a Tier 1 leverage ratio less than 4%.
Conversely, an insured depository institution is generally classified as undercapitalized if it has a CET1 ratio of less than 4.5%, a Tier 1 risk-based capital ratio of less than 6%, a total risk-based capital ratio of less than 8%, and a Tier 1 leverage ratio of less than 4%.
The Basel III capital rules require us to maintain certain minimum capital ratios, as well as a 2.5% “capital conservation buffer,” which is designed to absorb losses during periods of economic stress, composed entirely of common equity Tier 1 (“CET1”).
The Basel III capital rules require us to maintain certain minimum capital ratios, as well as a 2.5% “capital conservation buffer,” designed to absorb losses during periods of economic stress. This buffer is composed entirely 7 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES of common equity Tier 1 (“CET1”).
In addition, as a bank with $10 billion or more in assets, we are subject to examination and primary enforcement authority with respect to consumer financial laws by the CFPB, which has broad rule making, supervisory, and enforcement powers under various federal consumer financial protection laws.
As a bank with $10 billion or more in total assets, we are subject to examination and primary enforcement authority with respect to consumer financial laws by the CFPB, which has broad rule making, supervisory, and enforcement powers under various federal consumer financial protection laws. These rules and regulations often reduce bank revenues and returns earned by shareholders.
Additionally, during the past several years, a growing number of states, including those in which we conduct business, have enacted, or are considering enacting, laws and regulations granting consumers enhanced privacy rights and control over personal information, establishing or modifying data breach notification requirements, and requiring certain financial institutions to implement detailed and prescriptive cybersecurity programs.
Additionally, in recent years, a growing number of states, including those in which we conduct business, have enacted, or are considering enacting, laws and regulations that grant consumers enhanced privacy rights and control over personal information, establish or modify data breach notification requirements, and require certain financial institutions to implement detailed and prescriptive cybersecurity programs.
The report is available on our website. 11 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Corporate Governance Our Board of Directors (“Board”) has overseen management’s establishment of a comprehensive system of corporate governance and risk management practices.
The report is available on our website. Corporate Governance Our Board of Directors (“Board”) has overseen management’s establishment of a comprehensive system of corporate governance and risk management practices.
Products and services we provide to our commercial and small business banking customers include: ◦ Commercial and industrial and owner-occupied lending and leasing; ◦ Municipal and public finance services; ◦ Depository account and cash management services; 5 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES ◦ Commercial and small business cards, as well as merchant processing services; ◦ Corporate trust services; and ◦ Correspondent banking and international lending services. • Capital markets and investment banking.
Products and services we provide to our commercial and small business banking customers include: • Commercial and industrial and owner-occupied lending and leasing; • Municipal and public finance services; • Depository account and cash management services; • Commercial and small business cards, as well as merchant processing services; • Corporate trust services; and • Correspondent banking and international lending services.
Using an assessment base equal to the estimated amount of uninsured deposits above $5 billion at December 31, 2022, the FDIC is expected to collect the special assessment from banks at an annual rate of approximately 13.4 basis points (“bps”) for an anticipated eight quarterly assessment periods, beginning with the first quarterly assessment period of 2024.
Using an assessment base equal to the estimated amount of uninsured deposits above $5 billion at December 31, 2022, the FDIC initially expected to collect the special 9 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES assessment from banks at an annual rate of approximately 13.4 basis points (“bps”) for an anticipated eight quarterly assessment periods, beginning with the second quarter of 2024.
The results of our stress test indicated that we would maintain capital ratios in excess of regulatory minimum and capital conservation buffer requirements throughout the nine-quarter horizon for the hypothetical stress test.
The results of our stress test indicated that we would maintain capital ratios in excess of regulatory minimum and capital conservation buffer requirements throughout the nine-quarter horizon for the hypothetical stress test. Liquidity We utilize internal liquidity stress tests as a primary tool for establishing and managing liquidity guidelines.
For more information about our capital ratios, see “Capital Management” in MD&A on page 72. 7 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Prompt Corrective Action The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires each federal banking agency to take prompt corrective action to resolve identified problems of insured depository institutions, including, but not limited to, those that fall below one or more prescribed minimum capital ratios.
For more information about our capital ratios, see “Capital Management” in MD&A on page 77. Prompt Corrective Action The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires each federal banking agency to take prompt corrective action to address identified issues in insured depository institutions, particularly those that fall below one or more prescribed minimum capital ratios.
In addition to proposed and evolving rulemaking by federal regulators, such as the SEC’s proposed rule on climate-related disclosures and the bank regulatory agencies’ recently issued principles designed to provide a framework for large financial institutions to manage exposure to climate-related financial risks, many states have adopted, or are considering, laws that address climate and social issues.
In addition to proposed and evolving rulemaking by federal banking regulators, such as their principles designed to help large financial institutions manage their exposure to climate-related risks, many states have adopted, or are considering, laws that address climate and social issues.
The severity of the constraint depends on the amount of the shortfall and the institution’s “eligible retained income,” which is defined as four quarters of trailing net income, net of distributions and associated tax effects not already reflected in net income.
The severity of these constraints depends on the shortfall amount and the institution’s “eligible retained income,” defined as the greater of (1) net income for the four preceding quarters, net of distributions and associated tax effects not reflected in net income, or (2) average net income over the preceding four quarters.
Our experienced bankers strive to develop long-lasting relationships with our customers by providing competitive products and award-winning service. Building and sustaining these relationships is essential to understanding and meeting our customers’ needs. Some of the products and services we provide, whether delivered digitally or by other means, include: • Commercial and small business banking.
Building and sustaining these relationships is essential to understanding and meeting our customers’ needs. Some of the products and services we provide, whether delivered digitally or by other means, include: Commercial and Small Business Banking We serve a wide range of commercial customers, generally small- and medium-sized businesses.
We are evaluating the potential future impact of the proposal, as we expect it is more likely than not we would become subject to this proposal in the future, were it to be finalized in its current form. 8 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Under the proposal, if at such time we were to increase our total assets to $100 billion or more, we would, among other things, be required to (1) include certain components of accumulated other comprehensive income (“AOCI”) in regulatory capital and be subject to increased limitations on deferred tax assets (“DTAs”) as a percent of CET1, (2) hold capital for operational risk and market risk, and (3) calculate risk-based capital ratios under both the standardized approach and the expanded risk-based approach.
Under the proposal, if our total assets were to increase to $100 billion or more, we would be required to: (1) include certain components of accumulated other comprehensive income (“AOCI”), such as unrealized gains and losses on available-for-sale (“AFS”) securities, in regulatory capital and be subject to increased limitations on deferred tax assets (“DTAs”) as a percent of CET1, (2) hold capital for operational risk and market risk, and (3) calculate risk-based capital ratios under both the standardized approach and the expanded risk-based approach.
See Note 15 of the Notes to Consolidated Financial Statements for additional information. • 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. • Requirements for approval of acquisitions and restrictions on other activities.
See Note 15 of the Notes to Consolidated Financial Statements for additional information. • Safety and Soundness Standards — Prescribed in FDICIA, these standards relate to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, and other operational and management standards deemed appropriate by federal banking regulators. • Approval of Acquisitions 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 does not allow for the direct merger into a national bank of an unaffiliated nonbank.
The potential impact of these new rules on the Bank and the industry as a whole is currently under review. • Requirements regarding the time, manner, and form of compensation given to key executives and other personnel receiving incentive compensation, including requirements related to the SEC’s 2022 rule on pay versus performance disclosures, and recently finalized rules regarding the clawback of executive pay in certain circumstances involving accounting restatements.
The court has blocked enforcement against the plaintiffs while the case is pending. • Compensation Requirements — Requirements regarding the time, manner, and form of compensation given to key executives and other personnel receiving incentive compensation, including requirements related to the SEC’s rule on pay versus performance disclosures, and other rules regarding the clawback of executive pay in certain circumstances involving accounting restatements.
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. • Tax laws of the U.S., its states, and other jurisdictions where we conduct business.
Any deficiencies in compensation practices may be incorporated into supervisory ratings, which can affect our ability to make acquisitions or engage in certain other activities, or could result in regulatory enforcement actions. • Anti-Money Laundering (“AML”) Regulations — The Bank Secrecy Act (“BSA”), 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.
At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, interest rates paid on deposits, the acceptance of brokered deposits, and restrictions or prohibitions on the payment of dividends.
At each successive lower capital category, an insured depository institution faces more restrictions and prohibitions, including limitations on growth, interest rates paid on deposits, acceptance of brokered deposits, and payment of dividends. Furthermore, if a bank is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the federal banking regulator.
More information on our corporate governance practices is available on our website at zionsbancorporation.com. Our website is not part of this Form 10-K. HUMAN CAPITAL MANAGEMENT We are proud of our employees who bring their unique, diverse talents to work each day.
More information on our corporate governance practices is available on our website at zionsbancorporation.com. Our website is not part of this Form 10-K. HUMAN CAPITAL MANAGEMENT We are committed to identifying, recognizing, and creating fulfilling opportunities for our employees, and rewarding them for their contributions to our success.
Long-term Debt On August 29, 2023, bank regulators issued a proposal that would expand a long-term debt requirement to all banks with total assets of $100 billion or more.
The Federal Reserve has indicated its intention to collaborate with the other federal banking regulators on a revised proposal in 2025. Long-term Debt In August 2023, federal banking regulators issued a proposal to expand the long-term debt requirement to all banks with $100 billion or more in total assets.
For example, the state of California recently passed sweeping climate-related disclosure laws that will require large entities doing business in the state, including the Bank, to measure and disclose greenhouse gas emissions and report on their climate-related risks.
For example, the state of California has enacted comprehensive climate-related disclosure laws that will require large entities doing business in the state, including the Bank, to measure and disclose greenhouse gas (“GHG”) emissions and publish biennial reports beginning in January 2026. These reports will disclose climate-related financial risks and measures adopted to reduce and adapt to those risks.
For more information about our segments, see “Business Segment Results” in Management’s Discussion and Analysis (“MD&A”) on page 42 and Note 22 of the Notes to Consolidated Financial Statements. PRODUCTS AND SERVICES We focus on serving customers in the communities in which we operate.
For more information about our segments, see “Business Segment Results” in Management’s Discussion and Analysis (“MD&A”) on page 43 and Note 22 of the Notes to Consolidated Financial Statements. 5 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES PRODUCTS AND SERVICES We strive to develop long-lasting relationships with our customers by providing competitive products and high-quality service.
For more information about our liquidity profile, see “Liquidity Risk Management” in MD&A on page 67. 9 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Financial Privacy and Cybersecurity The federal legislature and federal banking regulators have implemented laws and rules governing the use of consumer information by banks and other financial institutions, including provisions of the Gramm-Leach-Bliley Act.
Financial Privacy and Cybersecurity The federal legislature and federal banking regulators have implemented laws and rules governing the use of consumer information by banks and other financial institutions, including provisions of the Gramm-Leach-Bliley Act.
Our key differentiators include the quality of service delivered, our local community knowledge, convenience of branch and office locations, a wide range of products and services offered, and the overall relationships with our customers.
They may also benefit from lower cost structures, taxes, and regulatory burdens. Our key differentiators include the quality of service delivered, our local community knowledge, the convenience of branch and office locations, the wide range of products and services offered, and the overall relationships with our customers. We strive to compete effectively in all these areas to remain successful.
Our planning-driven offerings, combined with high-touch service and sophisticated asset management capabilities, have resulted in continued growth in assets under management. Additional offerings to our wealth management customers include: ◦ Investment management services; ◦ Fiduciary and estate services; and ◦ Advanced business succession and estate planning services. COMPETITION We operate in a highly competitive environment.
Our planning-driven offerings, combined with high-touch service and sophisticated asset management capabilities, have resulted in continued growth in assets under management.
In addition, the Federal Reserve has proposed revising Regulation II to lower debit interchange fees by almost 30% and institute a biennial review of the cap without accompanying public comment.
In October 2023, the Federal Reserve proposed revising Regulation II to lower the maximum permitted debit interchange fee by almost 30% and instituting a biennial review of the cap without public comment. This proposal is the subject of litigation, which may delay or affect its outcome.
The proposal, commonly referred to as the “Basel III Endgame,” would significantly revise the capital requirements applicable to large banking organizations, defined as those with total assets of $100 billion or more. The proposal is subject to a three-year phase-in period for certain aspects of the proposal, and would be effective beginning July 1, 2025.
Commonly referred to as the “Basel III Endgame,” this proposal would significantly revise the capital requirements for large banking organizations, defined as those with $100 billion or more in total assets. At December 31, 2024, we had $88.8 billion in total assets and do not currently qualify as a large banking organization.
Pursuant to FDICIA, the FDIC promulgated regulations defining the following five categories in which an insured depository institution will be placed, based on the level of its capital ratios: well-capitalized, adequately capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized.
Under FDICIA, the FDIC has established regulations defining five categories for insured depository institutions based on their capital ratios: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.
Throughout the organization, the employee business forums foster a sense of community and enable greater connectivity and support among employees through meetings and discussions, which are open to all employees and offer networking and connections to the communities in which we operate.
Throughout the organization, the employee business forums, which are open to all employees, foster a sense of community and enable greater connectivity and support among employees and the communities in which we operate. 13 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES We believe that our performance is stronger when we draw upon the talents and experience of a diverse team of employees.
We also compete with finance companies, mutual fund companies, insurance companies, brokerage firms, securities dealers, investment banking companies, other nontraditional lending and banking companies, and a variety of other types of companies.
We also compete with finance companies, mutual fund companies, insurance companies, brokerage firms, securities dealers, investment banking companies, other nontraditional lending and banking companies, and various other types of companies. Some of our competitors may face fewer regulatory constraints, and have greater capabilities to develop, implement, and offer innovative financial services and technologies.
Banking laws and regulations have given financial regulators expanded powers over many aspects of the financial services industry, which have reduced, and may continue to reduce, returns earned by shareholders. Furthermore, changes in applicable laws or regulations, and in their application by regulatory agencies cannot be predicted and may have a material effect on our business and results.
Generally, these regulations are not intended to protect shareholders, investors, or non-depositor creditors. Banking laws and regulations have granted federal banking regulators expanded powers over many aspects of the financial services industry, which have reduced, and may continue to reduce, returns earned by shareholders.
Data and cybersecurity laws and regulations are evolving rapidly and remain a focus of state and federal regulators. Other Regulations and Proposals We are subject to a wide range of other requirements and restrictions contained in both federal and state laws.
We are preparing to comply with the rule, although it is currently the subject of several lawsuits that may affect its implementation. Other Regulations and Proposals We are subject to a wide range of requirements and restrictions contained in both federal and state laws.
These statutory and regulatory frameworks are not as well-developed as the corporate and securities law frameworks applicable to many other publicly held companies. The National Bank Act provides that under certain circumstances the common stock of a national bank is assessable, i.e., holders may be subject to a levy for more funds if so determined by the OCC.
The statutory and regulatory frameworks applicable to us as a national bank are not as well developed as the corporate and securities law frameworks that apply to many other publicly held companies.
These rules and regulations often have the effect of reducing bank revenues and returns earned by shareholders. As an example, the CFPB recently proposed extending certain truth in lending requirements to overdraft fees and placing other restrictions on various fees routinely charged by banks in exchange for providing financial services to customers. • Community Reinvestment Act (“CRA”) requirements.
For example, the CFPB recently extended certain truth in lending requirements to overdraft fees and has proposed placing other restrictions on various fees routinely charged by banks related to providing financial services to customers. 11 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES • Community Reinvestment Act (“CRA”) — The CRA requires that banks address the credit needs of their communities, including providing credit to low- and moderate-income individuals.
We are committed to continue this focus on ensuring that we have a workplace where all are treated fairly in accordance with their qualifications and abilities, and that the Bank is a place where everyone counts.
Our commitment is to maintain a workplace where everyone is treated with respect and fairness, based on their qualifications and abilities, ensuring that the Bank is a place where everyone counts. We embrace differences while finding common ground and focusing on things that unite us.
Liquidity We utilize internal liquidity stress tests as a primary tool for establishing and managing liquidity guidelines including, but not limited to, holdings of investment securities and other liquid assets, levels of readily available contingency funding, concentrations of funding sources, and the maturity profile of liabilities.
These guidelines encompass holdings of investment securities and other liquid assets, levels of readily available contingency funding, concentrations of funding sources, and the maturity profile of liabilities. At December 31, 2024, our sources of liquidity exceeded our uninsured deposits without the need to sell any investment securities.
At December 31, 2023, if enacted as proposed, the estimated amount of incremental debt that would be implied by the proposal (based on our asset size at year end) would be approximately $3.5 billion over the three year phase-in period. We expect that the issuance of incremental debt would replace other sources of funding.
If adopted as proposed, and assuming our assets and liabilities remain largely consistent with those at December 31, 2024, the estimated amount of incremental debt required to meet the new requirements would be approximately $3.1 billion, to be issued over the three-year phase-in period.
The CRA requires banks to help serve the credit needs in their communities, including providing credit to low- and moderate-income individuals. If we fail to adequately serve our 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.
Failure to adequately serve our communities may result in penalties, such as denials of applications to add branches, relocate, add subsidiaries and affiliates, or merge with or acquire other financial institutions. Federal banking regulators recently finalized rules that significantly overhaul the evaluation framework used to assess a bank’s performance and compliance with CRA requirements.
On a biennial basis, we enlist the services of an independent third party to review our pay equity. Results of the most recent review revealed that after adjusting for relevant variables such as education, experience, performance, and geography, there were no meaningful differences in pay levels among men, women, and people of color.
The most recent review, which accounted for variables such as education, experience, performance, and geography, found no meaningful differences in pay levels across our workforce. We remain committed to fair and equitable compensation for all our employees.
We remain committed to fair and equitable compensation for all our employees. Our employees provide regular feedback through enterprise outreach and engagement forums, which include quarterly leadership calls, biannual employee opinion surveys, and targeted focus groups.
Our employees regularly provide feedback through enterprise outreach and engagement forums, including quarterly leadership calls, biannual employee opinion surveys, town hall meetings, and targeted focus groups. These forums facilitate stronger relationships with managers, clarify organizational purpose and goals, and reinforce our Guiding Principles and Code of Business Conduct and Ethics.
We provide meaningful upside opportunities for those who take accountability for business objectives that help us deliver superior results while reducing risk. We routinely assess pay equity among employees across our organization by analyzing potential disparities in pay based on gender, minority status, and other factors. These actions help us compensate employees fairly.
We offer upside opportunities for those who take accountability for business objectives, enabling us to achieve superior results while mitigating risk. We routinely assess pay equity across our organization to ensure fair compensation for all employees. Every two years, we engage an independent third party to review our pay equity.
At December 31, 2023, we had sources of liquidity that exceeded our uninsured deposits without the need to sell any investment securities. We continue to actively manage our deposit base and associated deposit costs in response to the higher interest rate environment.
We continue to actively manage our deposit base and associated deposit costs in response to changes in the interest rate environment. For more information about our liquidity profile, see “Liquidity Risk Management” in MD&A on page 73.
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We serve a wide range of commercial customers, generally small- and medium-sized businesses.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, in 2022 and 2023, certain states passed, or considered passing, laws prohibiting financial institutions from restricting the services that they provide to certain types of businesses if the institutions also conduct business with governmental entities in such states. Depending on how these laws are worded and implemented, they could adversely affect our ability to manage risk.
Biggest changeAdditionally, our operations could be adversely impacted by federal, state, and local laws and regulations addressing environmental and social issues. For example, some states have recently enacted or considered laws prohibiting financial institutions from limiting services to specific types of businesses if they also engage with governmental entities in those states.
The stress testing and other applicable regulatory requirements may, among other things, require us to increase our capital levels, limit our dividends or other capital distributions to shareholders, modify our business strategies, or decrease our exposure to various asset classes.
Stress testing and other applicable regulatory requirements may, among other things, require us to increase our capital levels, limit our dividends or other capital distributions to shareholders, modify our business strategies, or decrease our exposure to various asset classes.
We maintain certain risk-based and leverage capital ratios, as required by our banking regulators, which can change depending upon general economic conditions, as well as the particular conditions, risk profiles, and our growth plans.
We maintain certain risk-based and leverage capital ratios, as required by our federal banking regulators, which can change depending upon general economic conditions, as well as the particular conditions, risk profiles, and our growth plans.
These factors include changes in the prevailing interest rate environment, competitive pricing pressures for our loans and deposits, adverse shifts in the mix of deposits and other funding sources, and volatile market interest rates resulting from general economic conditions and the policies of governmental and regulatory agencies, in particular the FRB.
These factors include changes in the prevailing interest rate environment, competitive pricing pressures for our loans and deposits, adverse shifts in the mix of deposits and other funding sources, and volatile market interest rates resulting from general economic conditions and the policies of governmental and regulatory agencies, particularly the FRB.
For example, these conflicts could affect the availability and price of commodities and products, adversely affecting supply chains and increasing inflationary pressures; the value of currencies, interest rates, and other components of financial markets; and lead to increased risks of events such as cyberattacks that could result in severe costs and disruptions to governmental entities and companies and their operations.
For example, these conflicts have affected and could continue to affect the availability and price of commodities and products, adversely affecting supply chains and increasing inflationary pressures; the value of currencies, interest rates, and other components of financial markets; and lead to increased risks of events such as cyberattacks that could result in severe costs and disruptions to governmental entities and companies and their operations.
Such a charge could result from, among other factors, weakening in the economic environment, a decline in the performance of the reporting unit, or new legislative or regulatory changes not anticipated in management’s expectations. We may not be able to fully realize our deferred tax assets, which could adversely affect our operating results and financial performance.
Such a charge could result from, among other factors, weakening in the economic environment, a decline in the performance of the reporting unit, or new legislative or regulatory changes not anticipated in management’s expectations. We may unable to fully realize our deferred tax assets, which could adversely affect our operating results and financial performance.
Under the National Bank Act and OCC regulations, certain capital transactions, including share repurchases, are subject to the approval of the OCC. These requirements may limit our ability to respond to and take advantage of market developments. Regulatory requirements, economic and other circumstances may require us to raise capital at times or in amounts that are unfavorable to us.
Under the National Bank Act and OCC regulations, certain capital transactions, including share repurchases, are subject to the approval of the OCC. These requirements may limit our ability to respond to and take advantage of market developments. Regulatory requirements, economic conditions, and other factors may require us to raise capital at times or in amounts that are unfavorable to us.
In incidents involving third parties, we may not be informed promptly of any effect on our services or our data, or be able to participate in any related investigation, notification, or remediation that occurs. The possibility of third-party or employee error, failure to follow security procedures, or malfeasance also presents these risks.
In incidents involving third parties, we may not be informed promptly of any effect on our services or our data, nor be able to participate in any related investigation, notification, or remediation. The possibility of third-party or employee error, failure to follow security procedures, or malfeasance also presents these risks.
ITEM 1A. RISK FACTORS We generate revenue and grow our businesses by taking prudent and appropriately priced and managed risks. These risks are outlined in our Risk Management Framework. Our Board has established an Audit Committee, a Compensation Committee, a Risk Oversight Committee (“ROC”), and appointed an Enterprise Risk Management Committee (“ERMC”) to oversee and implement the Risk Management Framework.
ITEM 1A. RISK FACTORS We generate revenue and grow our businesses by taking prudent and well-managed risks. These risks are outlined in our Risk Management Framework. The Board has established an Audit Committee, a Compensation Committee, a Risk Oversight Committee (“ROC”), and appointed an Enterprise Risk Management Committee (“ERMC”) to oversee and implement the Risk Management Framework.
These regions are known for being vulnerable to natural disasters and other risks, such as hurricanes, tornadoes, earthquakes, fires, floods, prolonged droughts, and other weather-related events, some of which may be exacerbated by climate change and become more frequent and intense.
These regions are known for being vulnerable to natural disasters and other risks, such as hurricanes, tornadoes, earthquakes, wildfires, floods, mudslides, prolonged droughts, and other weather-related events, some of which may be exacerbated by climate change and become more frequent and intense.
These attempts may go undetected by the systems and procedures that we have in place to monitor our operations. Climate-related and other catastrophic events including, but not limited to, hurricanes, tornadoes, earthquakes, fires, floods, prolonged drought, and pandemics may adversely affect us, our customers, and the general economy, financial and capital markets, and specific industries.
These attempts may go undetected by the systems and procedures we have in place to monitor our operations. Climate-related and other catastrophic events, including but not limited to, hurricanes, tornadoes, earthquakes, wildfires, floods, mudslides, prolonged drought, and pandemics may adversely affect us, our customers, the general economy, financial and capital markets, and specific industries.
For information about how we manage cybersecurity risk, see Part I, Item 1C. Cybersecurity on page 24. CAPITAL/FINANCIAL REPORTING RISK Internal stress testing and capital management, as well as provisions of the National Bank Act and OCC regulations, may limit our ability to increase dividends, repurchase shares of our stock, and access the capital markets.
For information about how we manage cybersecurity risk, see Part I, Item 1C. Cybersecurity on page 24. CAPITAL/FINANCIAL REPORTING RISK Internal stress testing and capital management, along with provisions of the National Bank Act and OCC regulations, may limit our ability to increase dividends, repurchase shares of our stock, and access capital markets.
The ultimate effect of any significant disruption to our business could subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability, any of which could materially affect us, including our control environment, operating efficiency, and results of operations. We could be adversely affected by failure in our internal controls.
The ultimate effect of any significant disruption to our business could subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability, any of which could materially impact us, including our control environment, operating efficiency, and results of operations. We could be adversely affected by failures in our internal controls.
The ERMC is comprised of senior management and is chaired by the Chief Risk Officer. These committees monitor the following risk areas: credit risk, interest rate and market risk; liquidity risk; strategic and business risk; operational risk; technology risk; cybersecurity risk; capital/financial reporting risk; legal/compliance risk (including regulatory risk); and reputational risk, as outlined in our risk taxonomy.
The ERMC is comprised of senior management and is chaired by the Chief Risk Officer. These committees monitor various risk areas, such as credit, interest rate and market, liquidity, strategic and business, operational, technology, cybersecurity, capital/financial reporting, legal/compliance (including regulatory), and reputational risks, as outlined in our risk taxonomy.
Vulnerabilities in, or a failure or outage of, one or many of these systems could impact the ability to perform internal operations and provide services to customers, such as online banking, mobile banking, remote deposit capture, treasury and payment services, and other services dependent on system processing.
Vulnerabilities in, or a failure or outage of, one or more of these systems could impact our ability to perform internal operations and provide services to customers, such as online banking, mobile banking, remote deposit capture, treasury and payment services, and other services dependent on system processing.
Our exposure to these proceedings may increase as a result of stresses on customers, counterparties, and others arising from the past or current economic environments, more frequent claims and actions resulting from fraud schemes perpetrated by or involving our customers, new regulations promulgated under recently enacted statutes, the creation of new examination and enforcement bodies, and enforcement and legal actions against banking organizations.
Our exposure to these proceedings may increase as a result of stresses on customers, counterparties, and others arising from the past or current economic environments, more frequent claims and actions resulting from fraud schemes perpetrated by or involving our customers, new regulations promulgated under recently enacted statutes, the creation of new examination and enforcement bodies, changes in administration and other political developments, and enforcement and legal actions against banking organizations.
Our ability to retain talent may also be adversely affected by changes in the economy and workforce trends, priorities, migration, modes of delivery and other considerations, such as the increased ability of employees to work from anywhere in many industries.
Our ability to retain talent may also be adversely affected by changes in the economy and workforce trends, priorities, migration, modes of delivery and other considerations, such as the increased ability of employees to work remotely across many industries.
We utilize stress testing as an important mechanism to inform our decisions on the appropriate level of capital, based upon actual and hypothetically stressed economic conditions.
We utilize stress testing as an important mechanism to inform our decisions on the appropriate level of capital, based on hypothetically stressed economic conditions.
We provide a wide range of banking products and related services through our local management teams and unique brands in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming.
We provide a wide range of banking products and related services through our local management teams and distinctive brands across Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming.
INTEREST RATE AND MARKET RISK We could be negatively affected by adverse economic conditions. Adverse economic conditions pose significant risks to our business, including our loan and investment portfolios, capital levels, results of operations, and financial condition.
INTEREST RATE AND MARKET RISK We could be negatively affected by adverse economic conditions. Adverse economic conditions present significant risks to our business, impacting our loan and investment portfolios, capital levels, results of operations, and financial condition.
The fact that we do not have a bank holding company could make future acquisitions of financial institutions with such operations more challenging. REPUTATIONAL RISK We are presented with various reputational risk issues that could stem from operational, regulatory, compliance, and legal risks.
The fact that we do not have a bank holding company could make future acquisitions of financial institutions with such operations more challenging. REPUTATIONAL RISK We face various reputational risk issues arising from operational, regulatory, compliance, and legal risks.
We may also experience operational disruptions due to capacity constraints, service level failures and inadequate performance, and certain replacement costs. Any or all of these issues could result in disruptions to our systems, processes, control environment, procedures, employees, and customers.
Additionally, we may experience operational disruptions due to capacity constraints, service level failures, inadequate performance, and certain replacement costs. Any or all of these issues could disrupt our systems, processes, control environment, procedures, employees, and customers.
This has caused substantial and cascading disruptions within the financial markets and deposits environment, increased expenses, reduced bank fees, and adversely impacted the market price and volatility of our common stock.
These concerns caused substantial and cascading disruptions within the financial markets and deposits environment, increased expenses, reduced bank fees, and adversely impacted the market price and volatility of our common stock.
We are subject to restrictions on permissible activities that would limit the types of business we may conduct and that may make acquisitions of other financial companies more challenging. Under applicable laws and regulations, bank holding companies and banks are generally limited to business activities and investments that are related to banking or are financial in nature.
We are subject to restrictions on permissible activities, which limit the types of business we may conduct and may complicate acquisitions of other financial companies. Under applicable laws and regulations, bank holding companies and banks are generally limited to business activities and investments that are related to banking or are financial in nature.
The occurrence of any failure, interruption or security incident to our information systems or those of our third-party suppliers could interfere with or disrupt our 19 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES operations and services, damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, expose us to civil litigation and financial liability, or otherwise result in material adverse consequences on us.
The occurrence of any failure, interruption or security incident to our information systems or those of our third-party suppliers could interfere with or disrupt our operations and services, damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, expose us to civil litigation and financial liability, or otherwise result in material adverse consequences on us.
We may not be able to hire or retain qualified personnel or effectively promote our corporate culture, and recruiting and compensation costs may increase as a result of changes in the workplace, marketplace, economy, and regulatory environment.
We may not be able to hire or retain qualified personnel or effectively promote our corporate culture, and recruiting and compensation costs may increase due to changes in the workplace, marketplace, economy, and regulatory environment.
OPERATIONAL RISK Our operations could be disrupted by the effects of new and ongoing projects and initiatives. We may encounter significant operational disruptions arising from our numerous projects and initiatives. These may include significant time delays, cost overruns, loss of key people, technological problems, and processing failures.
OPERATIONAL RISK Our operations could be disrupted by the impact of new and ongoing projects and initiatives. We may encounter significant operational disruptions arising from our numerous projects and initiatives. These disruptions may include significant time delays, cost overruns, loss of key personnel, technological issues, and processing failures.
The types of attacks these threat actors may use include, but are not limited to: exploiting customer or system vulnerabilities or misconfigurations, deceiving employees through email phishing or social engineering, and compromising any of our suppliers.
The types of attacks these threat actors use include, but are not limited to, exploiting customer or system vulnerabilities or misconfigurations, denial-of-service, ransomware, compromising business emails, deceiving employees through email phishing or social engineering, and compromising any of our suppliers.
Our ability to execute our strategy, provide services, and remain competitive may suffer if we are unable to recruit or retain qualified people, or if the costs of employee compensation and benefits increase substantially. Bank regulatory agencies have published regulations and guidance that limit the manner and amount of compensation that banking organizations provide to employees.
Our ability to execute our strategy, provide services, and remain competitive may be compromised if we are unable to recruit or retain qualified personnel, or if employee compensation and benefits costs increase substantially. Bank regulatory agencies have issued regulations and guidance that limit the manner and amount of compensation that banking organizations can provide to employees.
CYBERSECURITY RISK We are subject to a variety of information system failure and cybersecurity risks that could adversely affect our business and financial performance. We rely heavily on communications and information systems to conduct our business. We process and maintain on our systems certain information that is confidential, proprietary, personal, or otherwise sensitive, including financial and other confidential business information.
CYBERSECURITY RISK We are subject to various information system failures and cybersecurity risks that could adversely affect our business and financial performance. We rely heavily on communications and information systems to conduct our business. Our systems process and maintain information that is confidential, proprietary, personal, or otherwise sensitive, including financial and other confidential business information.
The range of permissible financial activities is set forth in the Gramm-Leach-Bliley Act and is more limited for banks than for bank holding company organizations. The differences relate mainly to insurance underwriting (but not insurance agency activities) and 22 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES merchant banking (but not broker-dealer and investment advisory activities).
The range of permissible financial activities is set forth in the Gramm-Leach-Bliley Act and is more limited for banks than for bank holding company organizations. The differences relate mainly to insurance underwriting (but not insurance agency activities) and merchant banking (but not broker-dealer and investment advisory activities).
Any of the aforementioned risks may give rise to adverse publicity and other expressions of negative public opinion, increased regulatory scrutiny, and damaged relationships among other reputational risks.
Any of the risks described in this section may give rise to adverse publicity and other expressions of negative public opinion, increased regulatory scrutiny, and damaged relationships among other reputational risks.
Additionally, asset and liability values may be significantly impacted by customer behavior, as customers may choose to withdraw certain deposits or prepay certain loans at any time, which may significantly affect our expected cash flows. For information about how we manage interest rate risk and market risk, see “Interest Rate and Market Risk Management” in MD&A on page 63.
Additionally, customer behavior can significantly impact asset and liability values, as customers may choose to withdraw certain deposits or prepay certain loans at any time, affecting our expected cash flows. For information about how we manage interest rate risk and market risk, see “Interest Rate and Market Risk Management” in MD&A on page 70.
If we were to suffer such adverse effects with respect to our employees, our business, financial condition and results of operations could be adversely or materially affected.
If we experience such adverse effects with respect to our employees, our business, financial condition, and results of operations could be adversely or materially impacted.
Any such matters may result in material adverse consequences to our results of operations, financial 21 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES condition or ability to conduct our business, including adverse judgments, settlements, fines, penalties (e.g., civil money penalties under applicable banking laws), injunctions, restrictions on our business activities, or other relief.
Any such matters may result in material adverse consequences to our results of operations, financial condition, or ability to conduct our business, including adverse judgments, settlements, fines, penalties (e.g., civil money penalties under applicable banking laws), injunctions, restrictions on our business activities, or other relief.
These types of catastrophic events at times have posed physical risks to our property and have disrupted the local economy, our business, and customers, including decreased access to insurance and other services. In addition, catastrophic events occurring in other regions of the world may have an impact on us and our customers.
These types of catastrophic events, including the recent wildfires in Southern California, have posed physical risks to our property and disrupted the local economy, our business, and customers, including decreased access to insurance and other services. Additionally, catastrophic events occurring in other regions of the world may have an impact on us and our customers.
Because of their inherent limitations, our internal controls may not prevent or detect the risk of operational failures, misstatements in our financial statements, or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or other adverse external events.
Due to their inherent limitations, our internal controls may not prevent or detect operational failures or misstatements in our financial statements arising from inadequate or failed internal processes and systems, human errors or misconduct, or other adverse external events.
This growth in remote work and other changing priorities and benefits has led to an increase in compensation and related expenses and workplace challenges, such as fewer opportunities for face-to-face interactions, training and mentoring new employees, promoting a cohesive corporate culture, and increased competition for experienced labor, especially in high-demand and highly skilled categories.
This growth in remote work, along with changing priorities and benefits, has led to increased compensation and related expenses, as well as workplace challenges. These challenges include fewer opportunities for face-to-face interactions, training and mentoring new employees, promoting a cohesive corporate culture, and increased competition for experienced labor, particularly in high-demand and highly skilled categories.
If we are unable to continue to fund assets through customer bank deposits or access other funding sources on favorable terms, or if we experience continued increases in borrowing costs or FDIC insurance assessments, or otherwise fail to manage liquidity effectively, our liquidity, operating margins, financial condition, and results of operations may be materially and adversely affected.
If we are unable to fund assets through customer deposits or access other funding sources on favorable terms, or if we face increased borrowing costs or FDIC insurance assessments, or fail to manage liquidity effectively, our liquidity, operating margins, financial condition, and results of operations could be materially and adversely affected.
Information security risks for us and other large financial institutions have increased significantly in recent years, in part because of the proliferation of new technologies, the ubiquity of internet connections, and the increased sophistication and activities of threat actors.
Information security risks for us and other large financial institutions have increased significantly in recent years, partly due to the proliferation of new technologies, including artificial intelligence, the ubiquity of internet connections, and the increased sophistication and activities of threat actors.
At December 31, 2023, we had a net deferred tax asset of $1.0 billion. The accounting treatment for realization of deferred tax assets is complex and requires judgment.
At December 31, 2024, we had a net deferred tax asset of $904 million. The accounting treatment for realization of deferred tax assets is complex and requires judgment.
Any decline in these portfolios could cause increased credit losses and reduced loan demand, which could adversely affect our business and that of our customers. We may have other unidentified risks in our loan portfolio. Our business is highly correlated to local economic conditions in a specific geographic region of the U.S.
Any decline in these portfolios could result in increased credit losses and reduced loan demand, adversely affecting our business and that of our customers. There may also be other unidentified risks within our loan portfolio. Our business is highly correlated with local economic conditions in a specific geographic region of the U.S.
Most components of our balance sheet are sensitive to rising and falling rates, and mismatches in rate sensitivity between assets and liabilities may result in unanticipated changes in both asset and liability values and related income and expense.
Most components of our balance sheet are sensitive to fluctuations in interest rates. Mismatches in rate sensitivity between assets and liabilities may result in unanticipated changes in their values, as well as related income and expense.
Accordingly, deterioration in economic conditions, including those caused by climate change or natural disasters, may specifically affect these states, and could result in higher credit losses and significantly affect our consolidated operations and financial results. For information about our lending exposure to various industries and how we manage credit risk, see “Credit Risk Management” in MD&A on page 54.
Consequently, any deterioration in economic conditions, including those triggered by climate change or natural disasters, could disproportionately impact these states, leading to higher credit losses and significantly affecting our overall operations and financial results. For information about our lending exposure to various industries and how we manage credit risk, see “Credit Risk Management” in MD&A on page 56.
Larger banks may have greater resources and economies of scale attendant to maintaining existing capabilities and developing digital and other technologies. Fintechs and other technology platform companies continue to emerge and compete with traditional financial institutions across a wide variety of products and services.
These technological competitive pressures arise from both traditional banking and nontraditional sources. Larger banks may have greater resources and economies of scale for maintaining existing capabilities and developing or adopting digital and other technologies. Fintechs and other technology platform companies continue to emerge and compete with traditional financial institutions across a wide variety of products and services.
For example, we use models to inform our estimate of the allowance for credit losses, to manage interest rate and liquidity risk, to project stress losses in various segments of our loan and investment portfolios, and to project net revenue under stress. Models are inherently imperfect and cannot perfectly predict outcomes.
For example, we use models to inform our estimate of the allowance for credit losses, manage interest rate and liquidity risk, project stress losses in various segments of our loan and investment portfolios, and forecast net revenue under stress. However, models cannot perfectly predict outcomes, and management decisions based on these models may therefore be suboptimal.
LIQUIDITY RISK Changes in levels and sources of liquidity and capital, including the resulting effects of recent events in the banking industry, may limit our operations and potential growth. Our primary source of liquidity is deposits from our customers, which may be impacted by market-related forces such as increased competition for these deposits and a variety of other factors.
LIQUIDITY RISK Changes in the levels and sources of liquidity and capital may limit our operations and potential growth. Our primary source of liquidity is deposits from our customers, which can be influenced by market-related forces such as increased competition and other factors.
Inflationary pressures have also increased our compensation costs and are likely to continue to do so in the future. We have made, and are continuing to make, significant changes that include, among other things, organizational restructurings, efficiency initiatives, and replacement or upgrades of technology systems to improve our operating efficiency and control environment.
Additionally, inflationary pressures have increased our compensation costs and are likely to continue to do so in the future. We have implemented and are continuing to implement significant changes, including organizational restructurings, efficiency initiatives, and the replacement or upgrading of technology systems to improve our operating efficiency and control environment.
For more information about our deposit models, see “Interest Rate and Market Risk Management” in MD&A on page 63. We outsource various operations to third-party vendors, which could adversely impact our business and operational performance. We rely on various vendors to perform operational activities to conduct our business.
For more information about our deposit models, see “Interest Rate and Market Risk Management” in MD&A on page 70. 18 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES We outsource various operations to third-party suppliers, which could adversely impact our business and operational performance. We rely on various suppliers to perform operational activities essential to our business.
As cybersecurity threats continue to evolve, we will be required to expend additional resources to continue to modify or enhance our defenses or to investigate or remediate any information security vulnerabilities.
As cybersecurity threats continue to evolve, we allocate necessary resources to modify or enhance our defenses and investigate or remediate any information security vulnerabilities.
This phenomenon has been evident in the recent events affecting the banking industry (such as the prominent bank closures), as financial institutions like us have been impacted by concerns regarding the soundness or creditworthiness of other financial institutions or reports of the risk of systemic deterioration in asset classes, such as commercial real estate.
This phenomenon has been evident in recent times, as financial institutions like ours were impacted by concerns regarding the soundness or creditworthiness of other financial institutions or reports of systemic deterioration in asset classes, such as commercial real estate.
The Federal Reserve’s tightened monetary policy has contributed to a decline in the value of our fixed-rate loans and investment securities that are pledged as collateral to support short-term borrowings. Other economic conditions may also affect (or continue to affect) our liquidity and efforts to manage associated risks.
The Federal Reserve’s tightened monetary policy has resulted in a decline in the value of our fixed-rate loans and investment securities pledged as collateral for short-term borrowings. Additionally, other economic conditions may continue to impact our liquidity and associated risk management efforts.
For information regarding risks associated with the replacement or upgrades of our core technology systems, see “Strategic and Business Risk” in Risk Factors on page 16. For information about how we manage technology risk, see “Operational, Technology, and Cybersecurity Risk Management” in MD&A on page 70.
We cannot guarantee that such occurrences will not have a significant operational or customer impact. For information regarding risks associated with the replacement or upgrades of our technology systems, see “Strategic and Business Risk” in Risk Factors on page 16. For information about how we manage technology risk, see “Operational, Technology, and Cybersecurity Risk Management” in MD&A on page 76.
This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which we interact on a daily basis, and therefore, could adversely affect us.
This phenomenon, sometimes referred to as “systemic risk,” may adversely affect financial 16 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which we interact on a daily basis, and therefore, could adversely affect us.
We use models in the management of the Bank. There is risk that these models are inaccurate in various ways, which may cause us to make suboptimal decisions. We rely on models in the management of the Bank.
We utilize models in the management of the Bank. There is a risk that these models are inaccurate in various ways, potentially leading to suboptimal decisions. We rely on models in the management of the Bank.
Failure to effectively manage our interest rate risk could adversely affect our results. Net interest income is the largest component of our revenue. Factors beyond our control can significantly influence the interest rate environment and increase our risk.
These factors may lead to reduced loan demand, increased credit losses, and lower fee income, among other negative effects. Failure to effectively manage our interest rate risk could adversely affect our results. Net interest income is the largest component of our revenue. Factors beyond our control can significantly influence the interest rate environment and increase our risk.
Although there are benefits in entering into these relationships, there are risks associated with such activities. Our operational controls and third-party management programs may not provide adequate oversight and control. Inadequate performance by third parties can adversely affect our ability to deliver products and services to our customers and conduct our business.
Our operational controls and third-party management programs may not always provide adequate oversight and control. Inadequate performance by third parties can adversely affect our ability to deliver products and services to our customers and conduct our business.
For more information about these regulatory proposals, see “Recent Regulatory Developments” in Supervision and Regulation on page 8. We could be adversely affected by accounting, financial reporting, and regulatory compliance risk. We are exposed to accounting, financial reporting, and regulatory compliance risk.
For more information about these regulatory proposals, see “Regulatory Developments” in Supervision and Regulation on page 9. 20 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES We could be adversely affected by risks related to accounting, financial reporting, and regulatory compliance. We are exposed to accounting, financial reporting, and regulatory compliance risk.
Replacing or finding alternatives for vendors who do not perform adequately can be difficult and costly, and may also adversely impact our customers and other operations, particularly when circumstances require us to make changes under tight time constraints.
Replacing or finding alternatives for underperforming suppliers can be difficult and costly, potentially adversely impacting our customers and other operations, especially when circumstances require us to make changes under tight time constraints.
We, and our third-party suppliers, have experienced cybersecurity incidents in the past that have not had material impact to our data, customers, or operations, but there can be no assurance that any such failure, interruption, or significant security breach will not occur in the future, or, if any future occurrences will be adequately addressed.
While we and our third-party suppliers have experienced cybersecurity incidents in the past that have not materially impacted our data, customers, or operations, there can be no assurance that future failures, interruptions, or significant security breaches will not occur or that they will be adequately addressed.
As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses, or defaults by other institutions.
The soundness and stability of many financial institutions may be closely interrelated due to credit, trading, clearing, or other relationships between these institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses, or defaults by other institutions.
Industry experimentation with, and adoption of, artificial intelligence (“AI”), the expansion of blockchain technologies, and digital currencies, including the potential creation and adoption of central bank digital currencies, present similar risks. Our failure to remain technologically competitive could impede our competitive market position and reduce customer satisfaction, product accessibility, and relevance.
Experimentation with, and adoption of, artificial intelligence, quantum computing, the expansion of blockchain technologies and digital currencies, including the potential creation and adoption of central bank digital currencies, as well as the increasing use and mainstream acceptance of such digital currencies, may fundamentally change the business of banking and present similar risks. 17 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Our failure to remain technologically competitive could impede our market position and reduce customer satisfaction, product accessibility, and relevance.
Heightened regulatory and social focus on climate change may place additional requirements on public companies, including financial institutions, regarding the measurement, management, and disclosure of climate-related risks and associated lending and investment activities.
Evolving regulatory and social focus on climate change may impose additional requirements on companies, including financial institutions, regarding the measurement, management, and disclosure of climate-related risks and associated lending and investment activities. New and potentially conflicting state and federal laws and policies on climate change may increase regulatory, compliance, credit, and reputational risks and costs.
In addition, any enforcement matters could impact our supervisory and CRA ratings, which may restrict or limit our activities. The corporate and securities laws applicable to us are not as well-developed as those applicable to a state-chartered corporation, which may impact our ability to effect corporate transactions in an efficient and optimal manner.
In addition, any enforcement matters could impact our supervisory and CRA ratings, which may restrict or limit our activities. The corporate and securities laws governing us are less developed than those for state-chartered corporations, potentially impacting our ability to execute corporate transactions efficiently and optimally.
We have experienced losses in the past as a result of these attempts and schemes and may not be able to identify, prevent, or otherwise mitigate all instances of fraud in the future that have the potential to result in material losses.
Attempts to commit fraud, both internally and externally, are becoming increasingly sophisticated and may rise in an adverse economic environment. We have experienced losses in the past due to these attempts and schemes and may not be able to identify, prevent, or mitigate all instances of fraud in the future that could result in material losses.
Identification, interpretation, and implementation of complex and changing accounting standards, as well as compliance with regulatory requirements, pose an ongoing risk. The value of our goodwill may decline in the future.
Identification, interpretation, and implementation of complex and changing accounting standards, as well as compliance with regulatory requirements, pose an ongoing risk. The value of our goodwill may decline in the future. If the fair value of a reporting unit is determined to be less than its carrying value, we would take a charge related to the impairment of our goodwill.
We engage in commercial real estate (“CRE”) term and construction lending, primarily in our Western states footprint. Certain CRE collateral types, particularly office CRE, continue to experience increased vacancy rates, declining property values, and pressures from rising interest rates, which could result in increased delinquencies and defaults.
These loans may have unique risk characteristics that may adversely affect our results. We engage in commercial real estate (“CRE”) term and construction lending, primarily within our Western states footprint. Certain CRE collateral types, particularly multifamily, industrial, and office properties, continue to experience increased vacancy rates, declining property values, rent concessions, elevated costs, and pressures from higher interest rates.
OTHER RISKS The Russian invasion of Ukraine, the conflicts in the Middle East, other geopolitical conflicts, and retaliatory measures imposed by the U.S. and other countries, including the responses to such measures, may cause significant disruptions to domestic and foreign economies and markets.
OTHER RISKS Wars, international trade policies and disputes, geopolitical conflicts, and retaliatory measures imposed by the U.S. and other countries, including the responses to such measures, may significantly disrupt domestic and foreign economies and markets.
At December 31, 2023, loan balances associated with our banking operations in Utah, Idaho, Texas, and California comprised 77%, 69%, and 70% of the commercial, CRE, and consumer lending portfolios, respectively. As a result of this geographic concentration, our financial performance depends largely upon economic conditions in these market areas.
At December 31, 2024, loan balances from our banking operations in Utah, Idaho, Texas, and California accounted for 77% of the commercial lending portfolio, 70% of the CRE lending portfolio, and 70% of the consumer lending portfolio. Due to this geographic concentration, our financial performance is largely influenced by economic conditions in these markets.
CREDIT RISK Credit quality has adversely affected us in the past and may adversely affect us in the future. Credit risk is one of our most significant risks.
Although not comprehensive, below we describe some of our material risk factors. 14 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CREDIT RISK Credit quality has adversely affected us in the past and may adversely affect us in the future. Credit risk is one of our most significant risks.
We, and the entire financial services industry, have incurred, and will continue to incur, substantial costs related to personnel, systems, consulting, and other activities in order to comply with banking regulations. See “Supervision and Regulation” on page 7 for further information about the regulations applicable to us and the financial services industry generally. Regulators, the U.S.
See “Supervision and Regulation” on page 7 for further information about the regulations applicable to us and the financial services industry generally. Regulators, the U.S.
The Federal Home Loan Bank (“FHLB”) system and Federal Reserve have been, and continue to be, a significant source of additional liquidity and funding. Changes in FHLB or Federal Reserve funding programs could adversely affect our liquidity and management of associated risks. We and the holders of our securities could be adversely affected by unfavorable rating actions from rating agencies.
Changes in FHLB or Federal Reserve funding programs could also adversely affect our liquidity and management of associated risks. Unfavorable rating actions from rating agencies could adversely affect both us and the holders of our securities. We access capital markets to supplement our funding. This access is influenced by the ratings assigned to us by rating agencies.
Our ability to fully realize our deferred tax asset could be reduced in the future if our estimates of future taxable income from our operations, future reversals of existing deferred tax liabilities (“DTLs”), or tax planning strategies do not support the realization of our deferred tax asset. 20 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Changes in applicable tax laws, regulations, macroeconomic conditions, or market conditions may adversely affect our financial results, and there can be no assurance that we will be able to fully realize our deferred tax assets.
Our ability to fully realize our deferred tax asset could be reduced in the future if our estimates of future taxable income from our operations, future reversals of existing deferred tax liabilities (“DTLs”), or tax planning strategies do not support the realization of our deferred tax asset.
The Russia-Ukraine war and the conflicts in the Middle East, along with other geopolitical conflicts, have created new risks for global markets, trade, economic conditions, cybersecurity, and similar concerns.
Wars, international trade policies and disputes, and other geopolitical conflicts in recent years, have created increasing risks for global markets, trade, economic conditions, cybersecurity, and similar concerns.
In any such event, the Bank’s liquidity, operating margins, financial condition, and results of operations may be materially and adversely affected.
This could impact capital and credit markets, the banking industry, financial markets, and interest rates, among other unforeseen consequences. In such an event, the Bank’s liquidity, operating margins, financial condition, and results of operations could be materially and adversely affected.
Many of our vendors have experienced adverse effects upon their operations, supply chains, personnel, and businesses arising from inflationary pressures, wars and geopolitical conflicts, cyber vulnerabilities, and other events, all of which can impact our operations as well.
Many of our suppliers have experienced adverse effects on their operations, supply chains, personnel, and businesses due to inflationary pressures, wars and geopolitical conflicts, cyber vulnerabilities, natural disasters, and other events, all of which can impact our operations as well. For information about how we manage operational risk, see “Operational, Technology, and Cybersecurity Risk Management” in MD&A on page 76.
State corporate codes, including that of Utah, are widely recognized, updated by legislative action from time-to-time, and may be based on and influenced by model statutes. The federal securities law regime established by the Securities Act and the Exchange Act and the SEC’s extensive and well-developed framework thereunder are widely used by public companies.
The federal securities law regime established by the Securities Act and the Exchange Act and the SEC’s extensive and well-developed framework thereunder are widely used by public companies.
While these events have not materially interrupted our operations, these or future developments resulting from these conflicts, such as cyberattacks on the U.S., the Bank, our customers, or our suppliers, could make it difficult to conduct business. Sustainability-related risk developments could lead or require us to restrict or modify some of our business activities.
It is likely that these conflicts will continue to affect the global political order and global and domestic markets for a substantial period of time. 23 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES While these events have not materially interrupted our operations, these or future developments resulting from these conflicts, such as cyberattacks on the U.S., the Bank, our customers, or our suppliers, could make it difficult to conduct business.
These initiatives and other significant changes continue to be implemented and are in various stages of completion. By their very nature, projections of duration, cost, expected savings, expected efficiencies, and related items are subject to change and significant variability. There can be no certainty that we will achieve the expected benefits or other intended results associated with these projects.
We continue to invest in a variety of strategic projects designed to enhance our products and services and simplify our business operations. These initiatives and other significant changes are ongoing and at various stages of completion. By their nature, projections regarding duration, cost, expected savings, expected efficiencies, and related items are subject to change and significant variability.
We have concentration of risk from counterparties and risk in our loan portfolio, including, but not limited to, loans secured by real estate, oil and gas-related lending, and leveraged and enterprise value lending, which may have unique risk characteristics that may adversely affect our results.
Similar exposures across our loan and investment securities portfolios could pose additional credit risk. Additionally, concentrations with counterparties in derivative or securities financing transactions could further elevate this risk. We have a concentration of risk in our loan portfolio, including, but not limited to, loans secured by real estate, oil and gas-related lending, and leveraged and enterprise value lending.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAt December 31, 2023, management has assessed known cybersecurity incidents for potential materiality and disclosure using formal documented processes and has determined that there have been no material cybersecurity incidents, individually or in aggregate. We may nevertheless be unsuccessful in the future in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
Biggest changeAt December 31, 2024, risks from cybersecurity threats, including those arising from any previous cybersecurity incidents, have not materially impacted our business strategy, results of operations, or financial condition. Management has evaluated known cybersecurity incidents for potential materiality and disclosure using formal, documented processes and has determined that there have been no material cybersecurity incidents, either individually or in aggregate.
ITEM 1C. CYBERSECURITY Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity, and availability of data owned, stored, or processed by the Bank or the accompanying information systems.
ITEM 1C. CYBERSECURITY Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity, and availability of data owned, stored, or processed by the Bank or the accompanying information systems. The number and sophistication of attempts to disrupt or penetrate our systems and those of our suppliers continues to grow.
We engage multiple independent third parties or cyber experts to assess information security programs and practices, including, but not limited to, framework maturity assessments, blind penetration testing, technology health checks, cyber skill and staffing assessments, externally facilitated tabletop exercises, external cyber legal counsel briefings, and strategic assessments. Findings from these assessments are regularly reviewed with management and the ROC.
These assessments include, but are not limited to, framework maturity assessments, blind penetration testing, technology health checks, cyber skill and staffing assessments, externally facilitated tabletop exercises, external cyber legal counsel briefings, and strategic assessments. Findings from these assessments are regularly reviewed with management and the ROC.
As part of that oversight, the ROC performs an annual review and approval of information security policies and programs, and receives regular updates on key risk indicators, threat trends, risk remediation activities, and operational events. The ROC periodically provides reports regarding this oversight to the Board.
The ROC is responsible for reviewing reports from management related to enterprise-wide risk management efforts, including cybersecurity risks. As part of this oversight, the ROC conducts an annual review and approval of information security policies and programs, and receives regular updates on key risk indicators, threat trends, risk remediation activities, and operational events.
The potential impact of the incident, individually or in aggregate, is evaluated by the CISO continuously across these criteria. We have escalation procedures to notify members of senior and executive management, the Board (or an applicable subset), and regulators in a timely manner based on the criticality and materiality of the cybersecurity incident.
The CISO continuously monitors these criteria to determine the incident's potential impact, individually or in aggregate. We have established escalation procedures to promptly inform senior and executive management, the Board (or relevant subcommittees), and regulators, based on the incident's criticality and materiality.
Cybersecurity risk is overseen by the Board and the Bank’s multiple lines of defense, including front-line bankers and operations teams, Enterprise Risk Management (“ERM”), and internal audit. Information security risk is managed in accordance with an established ERM framework, which includes elements such as key risk indicators, enterprise standards, controls, and self-assessments that comply with established ERM policies.
Information security risk is managed in accordance with an established ERM framework, which includes elements such as key risk indicators, enterprise standards, controls, and self-assessments that comply with established ERM policies. These elements are regularly assessed, measured, and reported to Board-level and Bank senior management-level risk committees, and those committees review such reports.
When a cybersecurity incident occurs, whether detected internally or from third-party cybersecurity incidents, we evaluate the incident for criticality and potential materiality and disclosure across a range of contributing indicators, including service availability, impact to operations, reputational impact, regulatory and legal considerations, data sensitivity, and direct financial impact.
Upon the occurrence of a cybersecurity incident, whether identified internally or through third-party cybersecurity notifications, we assess the incident’s criticality and potential materiality and disclosure. This evaluation considers various factors, including service availability, operational impact, reputational consequences, regulatory and legal implications, data sensitivity, and direct financial impact.
We monitor our suppliers using commercially available services that provide real-time security scoring of supplier technology services, threat intelligence, financial intelligence, geopolitical risk intelligence, and other considerations related to cybersecurity. Reviews are also regularly performed to monitor changes in suppliers’ cybersecurity risk posture. Continuous threat intelligence monitoring is also performed to identify potential cybersecurity incidents involving third parties.
Regular reviews are performed to monitor changes in our suppliers’ cybersecurity risk posture. Continuous threat intelligence monitoring is also conducted to identify potential cybersecurity incidents involving third parties. We strive to negotiate appropriate cybersecurity provisions in our contracts with suppliers.
The CTOO has more than 25 years of audit, risk, operations, and technology leadership experience, including prior assignments as the Bank’s Chief Audit Executive and Director of Bank Operations. The CISO and CTOO regularly report information about cybersecurity risks to the Board or a committee of the Board.
The current CISO has more than 20 years of technology leadership experience, including significant direct involvement in cybersecurity efforts, and holds multiple industry certifications. The current CTOO has more than 25 years of experience in audit, risk, operations, and technology leadership, including previous roles as Chief Audit Executive and Director of Bank Operations.
Additionally, we participate in various cybersecurity industry forums and have access to law enforcement analysis regarding current threats. 24 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Our supply chain risk management practices include risk assessments of suppliers, including with respect to cybersecurity.
Additionally, we participate in various cybersecurity industry forums and have access to law enforcement analysis regarding current threats. Our supply chain risk management practices include risk assessments of suppliers, particularly regarding cybersecurity. We monitor our suppliers using commercially available services that provide real-time security scoring of supplier technology services, threat intelligence, financial intelligence, geopolitical risk intelligence, and other cybersecurity-related considerations.
Management uses multiple real-time and interval-based monitoring and reporting mechanisms to detect and respond to cybersecurity incidents. Documented escalation procedures are tested regularly as part of tabletop exercises and other activities and include notification to executive management during qualifying cybersecurity incidents.
Documented escalation procedures are regularly tested through tabletop exercises and other activities, including notification to executive management during qualifying cybersecurity incidents. Management directly responsible for assessing, measuring, and managing cybersecurity risks include the Chief Information Security Officer (“CISO”) and the Chief Technology and Operations Officer (“CTOO”).
Removed
The number and sophistication of attempts to disrupt or penetrate our systems, and those of our suppliers — sometimes referred to as hacking, cybersecurity fraud, cyberattacks, or other similar names — continues to grow.
Added
These attempts are often referred to as hacking, cybersecurity fraud, cyberattacks, or other similar names. 24 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Cybersecurity risk is overseen by the Board and the Bank’s multiple lines of defense, including front-line bankers, operations teams, Enterprise Risk Management (“ERM”), and internal audit.
Removed
These elements are regularly assessed, measured, and reported to Board-level and Bank senior management-level risk committees, and those committees review such reports. As set forth in its charter, the ROC has the responsibility to review reports from management relating to enterprise-wide risk management efforts, including cybersecurity risks.
Added
The ROC regularly reports on this oversight, including cybersecurity, to the Board. Management employs multiple real-time and interval-based monitoring and reporting mechanisms to detect and respond to cybersecurity incidents, and may also engage third parties to assist in these efforts.
Removed
Management positions directly responsible for assessing, measuring, and managing cybersecurity risks include the Chief Information Security Officer (“CISO”) and the Chief Technology and Operations Officer (“CTOO”). The current CISO has more than 20 years of technology leadership experience, including a significant period directly leading cybersecurity efforts, and holds multiple industry certifications.
Added
The CISO and CTOO regularly report cybersecurity risk information to the Board or a Board committee. We engage multiple independent third parties and cyber experts to assess our information security programs and practices.
Removed
We strive to negotiate appropriate provisions with respect to cybersecurity in our contracts with suppliers.
Added
We acknowledge that future cybersecurity incidents could potentially have a material adverse effect on our organization, despite our efforts to prevent or mitigate such events. For additional discussion regarding cybersecurity risks, see “Cybersecurity Risk” in Risk Factors on page 19. 25 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
Removed
To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition.
Removed
For additional discussion regarding cybersecurity risks, see “Cybersecurity Risk” in Risk Factors on page 19.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES At December 31, 2023, we operated 407 branches, of which 278 are owned and 129 are leased. We also lease our headquarters in Salt Lake City, Utah. The annual rentals under long-term leases for leased premises are determined under various formulas and factors, including operating costs, maintenance, and taxes.
Biggest changeITEM 2. PROPERTIES At December 31, 2024, we operated 404 branches, with 275 owned and 129 leased. Additionally, our headquarters in Salt Lake City, Utah, is leased. Annual rental payments under long-term leases for leased premises are determined by various formulas and factors, including operating costs, maintenance, and taxes.
For additional information regarding leases and rental payments, see Note 8 of the Notes to Consolidated Financial Statements. ITEM 3. LEGAL PROCEEDINGS The information contained in Note 16 of the Notes to Consolidated Financial Statements is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES None. 25 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES PART II
For additional information regarding leases and rental payments, see Note 8 of the Notes to Consolidated Financial Statements. ITEM 3. LEGAL PROCEEDINGS The information contained in Note 16 of the Notes to Consolidated Financial Statements is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES None. 26 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Reserved 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
Biggest changeItem 4. Mine Safety Disclosures 26 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 Item 6. Reserved 28 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(“KBW”) Regional Bank Index (“KRX”). The KRX is a modified market capitalization-weighted regional bank and thrift stock index developed and published by KBW, a nationally recognized brokerage and investment banking firm specializing in bank stocks. The index is composed of 50 geographically diverse stocks representing regional banks or thrifts.
Biggest change(“KBW”) Regional Bank Index (“KRX”). During the first quarter of 2024, we were removed from the S&P 500 Index and added to the S&P MidCap 400 Index. The KRX is a modified market capitalization-weighted regional bank and thrift stock index developed and published by KBW, a nationally recognized brokerage and investment banking firm specializing in bank stocks.
Shares were acquired from employees to pay for their payroll taxes and stock option exercise cost upon the exercise of stock options. 26 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Performance Graph The following stock performance graph compares the five-year cumulative total return of our common stock with the Standard and Poor’s (“S&P”) 500 Index and the Keefe, Bruyette & Woods, Inc.
These shares were acquired from employees to cover their payroll taxes and stock option exercise cost upon the exercise of stock options. 27 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Performance Graph The following stock performance graph compares the five-year cumulative total return of our common stock with the Standard and Poor’s (“S&P”) 500 Index, the S&P MidCap 400 Index, and the Keefe, Bruyette & Woods, Inc.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES PREFERRED STOCK We have 4.4 million authorized shares of preferred stock without par value and with a liquidation preference of $1,000 per share.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES PREFERRED STOCK We have 4.4 million authorized shares of preferred stock without par value and with a liquidation preference of $1,000 per share. At December 31, 2024, 66,139 shares of Series A preferred stock were outstanding.
Equity Capital and Dividends As of February 5, 2024, there were 3,530 shareholders of record of our common stock. In February 2024, the Board declared a dividend of $0.41 per common share payable on February 22, 2024 to shareholders of record at the close of business on February 15, 2024.
Equity Capital and Dividends As of February 3, 2025, there were 3,427 registered shareholders of record of our common stock. In January 2025, the Board declared a dividend of $0.43 per common share, payable on February 20, 2025 to shareholders of record at the close of business on February 13, 2025.
INDEXED COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN 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 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The information contained in Item 12 of this Form 10-K is incorporated by reference herein.
INDEXED COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN 2019 2020 2021 2022 2023 2024 Zions Bancorporation, N.A. 100.0 86.8 129.5 103.6 96.9 124.1 KBW Regional Bank Index 100.0 91.3 124.8 116.1 115.7 131.0 S&P 500 100.0 118.4 152.3 124.7 157.5 196.8 S&P MidCap 400 100.0 113.6 141.6 123.1 143.2 163.1 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The information contained in Item 12 of this Form 10-K is incorporated by reference herein.
The stock performance graph is based upon an initial investment of $100 on December 31, 2018 and assumes reinvestment of dividends. PERFORMANCE GRAPH FOR ZIONS BANCORPORATION, N.A.
The index is composed of 50 geographically diverse stocks representing regional banks or thrifts. The stock performance graph is based upon an initial investment of $100 on December 31, 2019 and assumes reinvestment of dividends. PERFORMANCE GRAPH FOR ZIONS BANCORPORATION, N.A.
COMMON STOCK Market Information Our common stock is traded on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) Global Select Market under the symbol “ZION.” The closing price of our common stock on NASDAQ was $38.87 per share on February 5, 2024.
See Note 14 of the Notes to Consolidated Financial Statements for further information regarding our preferred stock. COMMON STOCK Market Information Our common stock is traded on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) Global Select Market under the symbol “ZION.” On February 3, 2025, the closing price of our common stock on NASDAQ was $56.25 per share.
The following schedule summarizes our share repurchases for the year ended December 31, 2023: Schedule 3 2023 SHARE REPURCHASES Period Total number of shares purchased 1 Average price paid per share Shares purchased as part of publicly announced plans First quarter 953,080 $ 52.82 946,644 Second quarter — — — Third quarter — — — October — — — November — — — December 18,851 45.59 — Fourth quarter total 18,851 45.59 — Total 2023 971,931 $ 52.68 946,644 1 Includes common shares acquired in connection with our stock compensation plan.
The following schedule summarizes our share repurchases by quarter for the year ended December 31, 2024: 2024 SHARE REPURCHASES Period Total number of shares purchased 1 Average price paid per share Shares purchased as part of publicly announced plans First quarter 890,167 $ 39.32 890,167 Second quarter — — — Third quarter 2,799 49.62 — October 346 50.93 — November 7,413 60.35 — December — — — Fourth quarter total 7,759 59.93 — Total 2024 900,725 $ 39.53 890,167 1 Includes common shares acquired in connection with our stock compensation plan.
For more information regarding our common stock activity, see the Consolidated Statement of Changes in Shareholders’ Equity on page 87.
In February 2025, we received the necessary approvals to repurchase up to $40 million of common shares outstanding during the fiscal year 2025. For more information regarding our common stock activity, see the Consolidated Statement of Changes in Shareholders’ Equity on page 93.
Share Repurchases During the first quarter of 2023, we repurchased 0.9 million common shares outstanding for $50 million at an average price of $52.82 per share. We did not repurchase common shares during the second, third, or fourth quarters of 2023.
Share Repurchases During the first quarter of 2024, we repurchased 0.9 million common shares outstanding for $35 million at an average price of $39.32 per share. The amounts repurchased during the third and fourth quarters of 2024 were related to shares acquired in connection with our stock compensation plan.
Removed
As of December 31, 2023, 66,139, 138,390, 98,555, and 136,368 of preferred shares series A, G, I, and J respectively, are outstanding. See Note 14 of the Notes to Consolidated Financial Statements for further information regarding our preferred stock.
Added
In December 2024, we fully redeemed the outstanding shares of our Series G, I, and J preferred stock for a cash payment of approximately $374 million. The redemption resulted in a one-time reduction to net earnings applicable to common shareholders of approximately $6 million, arising from the recognition of capitalized preferred stock issuance costs.
Removed
In February 2024, the Board approved a plan to repurchase up to $35 million of common shares outstanding during the fiscal year 2024. In February 2024, we repurchased 0.9 million common shares outstanding for $35 million at an average price of $39.32.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

232 edited+97 added−112 removed25 unchanged
Biggest changeThe following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics: 57 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Schedule 26 OFFICE CRE LOAN PORTFOLIO (Dollar amounts in millions) December 31, 2023 December 31, 2022 Office CRE Construction and land development $ 191 $ 208 Term 1,793 2,073 Total office CRE $ 1,984 $ 2,281 Credit quality metrics Criticized loan ratio 11.9 % 7.2 % Classified loan ratio 8.9 % 5.8 % Nonaccrual loan ratio 2.4 % — % Delinquency ratio 2.3 % 1.5 % Ratio of net loan and lease charge-offs 0.2 % — % Ratio of allowance for credit losses to office CRE loans, at period end 3.80 % 1.36 % The following schedules present our office CRE loan portfolio by collateral location for the periods presented: Schedule 27 OFFICE CRE LOAN PORTFOLIO BY COLLATERAL LOCATION (Dollar amounts in millions) December 31, 2023 Collateral Location Loan type Arizona California Colorado Nevada Texas Utah/ Idaho Wash-ington Other 1 Total Office CRE Construction and land development $ — $ 64 $ — $ 2 $ 22 $ 29 $ 74 $ — $ 191 Term 281 412 92 86 179 488 226 29 1,793 Total Office CRE $ 281 $ 476 $ 92 $ 88 $ 201 $ 517 $ 300 $ 29 $ 1,984 % of total 14.2 % 24.0 % 4.6 % 4.4 % 10.1 % 26.1 % 15.1 % 1.5 % 100.0 % (Dollar amounts in millions) December 31, 2022 Collateral Location Loan type Arizona California Colorado Nevada Texas Utah/ Idaho Wash-ington Other 1 Total Office CRE Construction and land development $ 8 $ 79 $ — $ 2 $ — $ 18 $ 101 $ — $ 208 Term 295 525 97 99 217 613 195 32 2,073 Total Office CRE $ 303 $ 604 $ 97 $ 101 $ 217 $ 631 $ 296 $ 32 $ 2,281 % of total 13.1 % 27.0 % 4.3 % 4.3 % 9.6 % 26.8 % 13.5 % 1.4 % 100.0 % 1 No other geography exceeds $17 million and $18 million at December 31, 2023 and December 31, 2022, respectively.
Biggest changeThe following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics: 63 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES OFFICE CRE LOAN PORTFOLIO (Dollar amounts in millions) December 31, 2024 December 31, 2023 Office CRE Construction and land development $ 115 $ 191 Term 1,697 1,793 Total office CRE $ 1,812 $ 1,984 Credit quality metrics Criticized loan ratio 14.5 % 11.9 % Classified loan ratio 12.8 % 8.9 % Nonaccrual loan ratio 2.8 % 2.4 % Delinquency ratio 1.4 % 2.3 % Ratio of office CRE net charge-offs (recoveries) to average loans 0.3 % 0.2 % Ratio of allowance for credit losses to office CRE loans, at period end 3.92 % 3.80 % Weighted average LTV for office term CRE loans 56 % 53 % The following schedules present our office CRE loan portfolio, categorized by collateral location for the periods presented: OFFICE CRE LOAN PORTFOLIO BY COLLATERAL LOCATION December 31, 2024 Loan Type (Dollar amounts in millions) Construction and land development Term Total % of total Nonaccrual loans Office CRE Arizona $ — $ 255 $ 255 14.1 % $ — California 38 328 366 20.2 49 Colorado — 58 58 3.2 — Nevada 11 77 88 4.9 — Texas 7 186 193 10.6 1 Utah/Idaho 34 482 516 28.5 — Washington/Oregon 25 283 308 17.0 — Other 1 — 28 28 1.5 — Total office CRE $ 115 $ 1,697 $ 1,812 100.0 % $ 50 December 31, 2023 Loan Type (Dollar amounts in millions) Construction and land development Term Total % of total Nonaccrual loans Office CRE Arizona $ — $ 281 $ 281 14.2 % $ — California 64 412 476 24.0 48 Colorado — 92 92 4.6 — Nevada 2 86 88 4.4 — Texas 22 179 201 10.1 — Utah/Idaho 29 488 517 26.1 — Washington/Oregon 74 226 300 15.1 — Other 1 — 29 29 1.5 — Total office CRE $ 191 $ 1,793 $ 1,984 100.0 % $ 48 1 Other included approximately $17 million of office CRE loans with collateral located in Georgia at both December 31, 2024 and 2023. 64 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Consumer Lending The following schedule presents the composition of our consumer lending portfolio: CONSUMER LENDING PORTFOLIO December 31, 2024 December 31, 2023 (Dollar amounts in millions) Amount % of total consumer loans Amount % of total consumer loans Amount change Percent change Consumer: Home equity credit line $ 3,641 24.3 % $ 3,356 24.3 % $ 285 8.5 % 1-4 family residential 9,939 66.4 8,415 60.9 1,524 18.1 Construction and other consumer real estate 810 5.4 1,442 10.4 (632) (43.8) Bankcard and other revolving plans 457 3.1 474 3.4 (17) (3.6) Other 121 0.8 133 1.0 (12) (9.0) Total consumer $ 14,968 100.0 % $ 13,820 100.0 % $ 1,148 8.3 1-4 Family Residential Mortgages We originate first-lien residential home mortgage loans considered to be of prime quality.
In the analysis of changes in taxable-equivalent net interest income attributed to volume and rate, changes are allocated to volume with the following exceptions: when volume and rate both increase, the variance is allocated proportionately to both volume and rate; when the rate increases and volume decreases, the variance is allocated to rate.
In the analysis of changes in taxable-equivalent net interest income attributed to volume and rate, changes are allocated to volume with the following exceptions: when both volume and rate increase, the variance is allocated proportionately to both volume and rate; when the rate increases and volume decreases, the variance is allocated to rate.
See Note 7 of the Notes to Consolidated Financial Statements for further information on derivative contracts. Operational, Technology, and Cybersecurity Risk Management Operational Risk Management Operational risk is the risk to current or anticipated earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events.
For further information on derivative contracts, see Note 7 of the Notes to Consolidated Financial Statements. Operational, Technology, and Cybersecurity Risk Management Operational Risk Management Operational risk is the risk to current or anticipated earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events.
Technology projects, initiatives, and operations are governed by a change management framework that assesses the activities and risk within our business processes to limit disruption and resource constraints. New, expanded, or modified products and services, as well as new lines of business, change initiatives, and other risks are regularly reviewed and approved by the Change, Initiatives, and Technology Committee.
Technology projects, initiatives, and operations are governed by a change management framework that assesses activities and risk within our business processes to limit disruption and resource constraints. New, expanded, or modified products and services, as well as new lines of business, change initiatives, and other risks, are regularly reviewed and approved by the Change, Initiatives, and Technology Committee.
Additionally, in making these estimates, we are required to make complex and subjective judgments, many of which include a high degree of uncertainty. We discuss these critical accounting policies and related estimates below. We have included, where applicable in this document, sensitivity schedules and other examples to demonstrate the impact of the changes in estimates made for various financial transactions.
Additionally, in making these estimates, we are required to make complex and subjective judgments, many of which include a high degree of uncertainty. We discuss these critical accounting policies and related estimates below. Where applicable in this document, we have included sensitivity schedules and other examples to demonstrate the impact of the changes in estimates made for various financial transactions.
This swap matures in May of 2025. 3 Fair value asset hedges consist of pay-fixed swaps hedging fixed-rate AFS securities and fixed-rate commercial loans, as further discussed in Note 7 of the Notes to Consolidated Financial Statements. Increasing notional amounts are due to forward starting swaps.
This swap matures in May 2025. 3 Fair value asset hedges consist of pay-fixed swaps hedging fixed-rate AFS securities and fixed-rate commercial loans, as further discussed in Note 7 of the Notes to Consolidated Financial Statements. Increasing notional amounts in 2026 are due to forward starting swaps.
ALCO establishes and periodically revises policy limits and reviews with the ROC the limits and limit exceptions reported by management. Interest Rate Risk We strive to position the Bank for interest rate changes and manage the balance sheet sensitivity to reduce the volatility of both net interest income and economic value of equity (“EVE”).
ALCO establishes and periodically revises policy limits and reviews with the ROC the limits and limit exceptions reported by management. We strive to position the Bank for interest rate changes and manage balance sheet sensitivity to reduce the volatility of both net interest income and economic value of equity (“EVE”).
Credit risk arises primarily from our lending activities, as well as from off-balance sheet credit instruments. The Board, through the ROC, is responsible for approving key credit policies. The ROC also oversees and monitors adherence to these policies and the credit risk appetite as defined in the Risk Management Framework.
Credit risk arises primarily from our lending activities and off-balance sheet credit instruments. The Board, through the ROC, is responsible for approving key credit policies. The ROC also oversees and monitors adherence to these policies and the credit risk appetite as defined in the Risk Management Framework.
To determine the fair value of a reporting unit, we use (1) a market value approach that incorporates comparable publicly traded commercial banks, and (2) an income method that consists of a discounted present value of management’s estimates of future cash flows.
To determine the fair value of our reporting unit, we use (1) a market value approach that incorporates comparable publicly traded commercial banks, and (2) an income method that consists of a discounted present value of management’s estimates of future cash flows.
We believe the efficiency ratio provides useful information regarding the cost of generating revenue. We make adjustments to exclude certain items that are not generally expected to recur frequently, as identified in the subsequent schedule, which we believe allow for more consistent comparability across periods. Adjusted noninterest expense provides a measure as to how we are managing our expenses.
We believe the efficiency ratio provides useful information regarding the cost of generating revenue. We make adjustments to exclude certain items that are not generally expected to recur frequently, as identified in the subsequent schedule. We believe these adjustments allow for more consistent comparability across periods. Adjusted noninterest expense provides a measure as to how we are managing our expenses.
Our noninterest-bearing deposits are generally more valuable in a rising interest rate environment, creating meaningful economic value that is not fully reflected on our balance sheet since core deposits and related intangible assets are not recorded at fair value for accounting purposes.
Our noninterest-bearing deposits are generally more valuable in a rising interest rate environment, creating meaningful economic value that is not fully reflected on our balance sheet, as core deposits and related intangible assets are not recorded at fair value for accounting purposes.
We seek to (1) maintain sufficient capital to support the current needs and growth of our businesses, consistent with our assessment of their potential to create value for shareholders, and (2) fulfill responsibilities to depositors and bondholders while managing capital distributions to shareholders through dividends and repurchases of common stock.
We strive to (1) maintain sufficient capital to support the current needs and growth of our businesses, consistent with our assessment of their potential to create value for shareholders, and (2) fulfill our responsibilities to depositors and bondholders while managing capital distributions to shareholders through dividends and common stock repurchases.
Liquidity Risk Management Liquidity refers to our ability to meet our cash, contractual, and collateral obligations, and to manage both expected and unexpected cash flows without adversely impacting our operations or financial strength. We manage our liquidity to provide funds for our customers’ credit needs, our anticipated financial and contractual obligations, and other corporate activities.
Liquidity Risk Management Liquidity refers to our ability to meet cash, contractual, and collateral obligations, and manage both expected and unexpected cash flows without negatively impacting our operations or financial strength. We manage liquidity to provide funds for our customers’ credit needs, anticipated financial and contractual obligations, and other corporate activities.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Key Corporate Objectives We conduct our operations primarily through seven separately managed and geographically defined affiliates, each with its own local branding and management team.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Key Corporate Objectives We conduct our operations primarily through seven separately managed and geographically defined affiliates, each with its own local branding and management teams.
We employ various strategies to reduce the risks to which our operations are exposed, including credit risk, market and interest rate risk, liquidity risk, strategic and business risk, operational risk, technology risk, cybersecurity risk, capital/financial reporting risk, legal/compliance risk (including regulatory risk), and reputational risk.
We employ various strategies to mitigate the risks to which our operations are exposed, including credit risk, market and interest rate risk, liquidity risk, strategic and business risk, operational risk, technology risk, cybersecurity risk, capital/financial reporting risk, legal/compliance risk (including regulatory risk), and reputational risk.
We make significant investments to enhance our technology capabilities and to mitigate the risk from outdated and unsupported technologies (technical debt). This includes updating core banking systems, as well as introducing new digital customer-facing capabilities.
We make significant investments to enhance our technology capabilities and mitigate the risk from outdated and unsupported technologies (technical debt). This includes updating core banking systems and enterprise applications, as well as introducing new digital customer-facing capabilities.
These affiliate banks comprise our primary business segments and include: Zions Bank, California Bank & Trust (“CB&T”), Amegy Bank (“Amegy”), National Bank of Arizona (“NBAZ”), Nevada State Bank (“NSB”), Vectra Bank Colorado (“Vectra”), and The Commerce Bank of Washington (“TCBW”).
These affiliate banks constitute our primary business segments and include: Zions Bank, California Bank & Trust (“CB&T”), Amegy Bank (“Amegy”), National Bank of Arizona (“NBAZ”), Nevada State Bank (“NSB”), Vectra Bank Colorado (“Vectra”), and The Commerce Bank of Washington (“TCBW”).
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required by this Item is included in “Interest Rate and Market Risk Management” in MD&A beginning on page 63, and is hereby incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required by this Item is included in “Interest Rate and Market Risk Management” in MD&A beginning on page 70, and is hereby incorporated by reference.
To increase consistency and comparability in fair value measurements, we prioritize valuation inputs in accordance with a three-level hierarchy: (1) observable inputs that reflect quoted prices in active markets, (2) inputs other than quoted prices with observable market data, and (3) unobservable data such as our own data.
To increase consistency and comparability in fair value measurements, we focus on valuation inputs in accordance with a three-level hierarchy: (1) observable inputs that reflect quoted prices in active markets, (2) inputs other than quoted prices with observable market data, and (3) unobservable data such as our own data.
The following schedule presents our credit ratings: Schedule 37 CREDIT RATINGS as of January 31, 2024: Rating agency Outlook Long-term issuer/senior debt rating Subordinated debt rating Short-term debt rating Kroll Stable A- BBB+ K2 S&P Negative BBB+ BBB NR Fitch Stable BBB+ BBB F2 Moody’s Stable Baa2 NR P2 Uncertainties in the banking industry during 2023 resulted in ratings pressure for a number of banks, including Zions.
The following schedule presents our credit ratings: CREDIT RATINGS as of January 31, 2025: Rating agency Outlook Long-term issuer/senior debt rating Subordinated debt rating Short-term debt rating Kroll Stable A- BBB+ K2 S&P Negative BBB+ BBB NR Fitch Stable BBB+ BBB F2 Moody’s Stable Baa2 NR P2 Uncertainties in the banking industry during 2023 resulted in ratings pressure for several banks, including Zions.
The ratio of HECL net charge-offs (recoveries) for the trailing twelve months to average balances at December 31, 2023 and December 31, 2022, was 0.05% and (0.03)%, respectively. See Note 6 of the Notes to Consolidated Financial Statements for additional information on the credit quality of the HECL portfolio.
The ratio of HECL net charge-offs (recoveries) for the trailing twelve months to average balances at December 31, 2024 and December 31, 2023, was 0.00% and 0.05%, respectively. See Note 6 of the Notes to Consolidated Financial Statements for additional information on the credit quality of the HECL portfolio.
These risks are overseen by various management committees of which the Enterprise Risk Management Committee is the focal point. Credit Risk Management Credit risk is the possibility of loss from the failure of a borrower, guarantor, or another obligor to fully perform under the terms of a credit-related contract.
These risks are overseen by various management committees, with the Enterprise Risk Management Committee serving as the focal point. Credit Risk Management Credit risk is the possibility of loss from the failure of a borrower, guarantor, or another obligor to fully perform under the terms of a credit-related contract.
The Board has delegated responsibility for managing credit risk and approving changes to credit policies to the Chief Credit Officer, who chairs the Credit Risk Committee. Credit policies, credit risk management, and credit examination functions inform and support the oversight of credit risk.
The Board has delegated responsibility for managing credit risk and approving changes to credit policies to the Chief Credit Officer, who chairs the Credit Risk Committee. Our credit policies, credit risk management, and credit examination functions collectively support the oversight of credit risk.
The ACL for our AFS and HTM debt securities portfolio is estimated separately from loans and is not presented separately on the 74 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES consolidated balance sheet due to immateriality. The ACL for debt securities was less than $1 million at both December 31, 2023 and 2022.
The ACL for our HTM debt securities portfolio is estimated separately from loans and is not presented separately on the consolidated 80 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES balance sheet due to immateriality. The ACL for debt securities was less than $1 million at both December 31, 2024 and 2023.
A large portion of these pledged assets are unencumbered, but are pledged to provide immediate access to contingency sources of funds.
A significant portion of these pledged assets are unencumbered, but are pledged to provide immediate access to contingency sources of funds.
In the event of default, we pursue any and all available sources of repayment, including from collateral and guarantors.
In the event of default, we pursue all available sources of repayment, including collateral and guarantors.
NON-GAAP FINANCIAL MEASURES This Form 10-K presents non-GAAP financial measures in addition to GAAP financial measures. The adjustments to reconcile from the applicable GAAP financial measures to the non-GAAP financial measures are presented in the following schedules. We consider these adjustments to be relevant to ongoing operating results and provide a meaningful basis for period-to-period comparisons.
NON-GAAP FINANCIAL MEASURES This Form 10-K presents non-GAAP financial measures, in addition to generally accepted accounting principles (“GAAP”) financial measures. The adjustments to reconcile from the applicable GAAP financial measures to the non-GAAP financial measures are presented in the following schedules. We consider these adjustments to be relevant to ongoing operating results and provide a meaningful basis for period-to-period comparisons.
They are due upon demand and may be drawn immediately. Therefore, these commitments are shown as having indeterminable maturities. 4 The values presented do not reflect the impact of associated fair value hedges. In addition to the commitments specifically noted in the schedule above, we enter into a number of contractual commitments in the ordinary course of business.
They are due upon demand and may be drawn immediately. Therefore, these commitments are shown as having indeterminable maturities. 3 The values presented do not reflect the impact of associated fair value hedges. In addition to the commitments and contractual obligations outlined in the schedule above, we enter into a number of contractual commitments in the ordinary course of business.
We enter into derivative contracts that may require us to pay cash, depending on changes in interest rates. These contracts are measured at fair value on the balance sheet, reflecting the net present value of the expected future cash receipts and payments based on market interest rates.
We also enter into derivative contracts that may require cash payments based on changes in interest rates. These contracts are measured at fair value on the balance sheet, reflecting the net present value of the expected future cash receipts and payments based on market interest rates.
This includes providing high-quality products and services and deepening relationships with our small business, commercial, and consumer customers. Serving as a trusted advisor for our business customers and supporting their operational needs generally affords us a major source of relatively stable deposits. We strive to achieve balanced growth of customers, pre-provision net revenue (“PPNR”), profitability, and shareholder returns.
This includes delivering high-quality products and services and strengthening relationships with our commercial, small business, and consumer customers. Serving as a trusted advisor for our business customers and supporting their operational needs generally provides us with a major source of relatively stable deposits. We strive to achieve balanced growth in customers, pre-provision net revenue (“PPNR”), profitability, and shareholder returns.
The NIM is calculated as net interest income as a percent of average interest-earning assets.
The NIM is calculated as net interest income as a percentage of average interest-earning assets.
The existence of a guarantee that improves the likelihood of repayment is taken into consideration when evaluating CRE loans for expected losses. If guarantor support is quantifiable and documented, it is considered in the potential cash flows and liquidity available for debt repayment. Our expected loss methodology also considers these sources of repayment.
The existence of a guarantee that enhances the likelihood of repayment is considered when evaluating CRE loans for expected losses. If guarantor support is quantifiable and documented, it is factored into the potential cash flows and liquidity available for debt repayment. Our expected loss methodology also considers these sources of repayment.
For more information on our investment securities portfolio and borrowed funds and how we manage liquidity risk, refer to the “Investment Securities Portfolio” section on page 46 and the “Liquidity Risk Management” section on page 67.
For more information on our investment securities portfolio and borrowed funds, and how we manage liquidity risk, refer to the “Investment Securities Portfolio” section on page 50 and the “Liquidity Risk Management” section on page 73.
Our affiliate banks are supported by an enterprise operating segment (referred to as the “Other” segment) that provides governance and risk management, allocates capital, establishes strategic objectives, and includes centralized technology, back-office functions, and certain lines of business not operated through our affiliate banks. We focus our efforts and resources to achieve our strategic growth and profitability objectives.
These affiliate banks are supported by an enterprise operating segment (referred to as the “Other” segment) that provides governance and risk management, allocates capital, establishes strategic objectives, and includes centralized technology, back-office functions, and certain lines of business not operated through our affiliate banks. Our efforts and resources are focused on achieving strategic growth and profitability objectives.
Within the residential construction and development sector, many of the requirements previously mentioned, such as creditworthiness and experience of the developer, up-front injection of the developer’s equity, principal curtailment requirements, and the viability of the project are also important in underwriting a residential development loan.
In residential construction and development lending, many of the previously mentioned requirements, such as creditworthiness and experience of the developer, up-front injection of the developer’s equity, principal curtailment requirements, and project viability, are also critical in underwriting a residential development loan.
Loans include nonaccrual and modified loans. 36 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Provision for Credit Losses The allowance for credit losses (“ACL”) is the combination of both the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”).
Loans include nonaccrual and modified loans. 37 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES The Allowance and Provision for Credit Losses The allowance for credit losses (“ACL”) comprises both the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”).
The provision for securities losses was less than $1 million during 2023 and 2022. 37 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES The bar chart above illustrates the broad categories of change in the ACL from the prior year period.
The provision for securities losses was less than $1 million during 2024 and 2023. 38 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES The bar chart above illustrates the broad categories of changes in the ACL from the prior year period.
Loan agreements require regular reporting of financial information on the project and the sponsor in addition to lease schedules, rent rolls and, on construction projects, independent progress inspection reports. We monitor this financial information to ensure adherence to covenants set forth in the loan agreement.
Loan agreements require regular reporting of financial information on the project and the sponsor, including lease schedules, rent rolls, and, for construction projects, independent progress inspection reports. We monitor this financial information to ensure compliance with the covenants set forth in the loan agreement.
Additionally, if the probability of default risk-grade for all pass-graded loans was immediately downgraded one grade on our internal risk-grading scale, the quantitatively determined amount of the ACL at December 31, 2023 would increase by approximately $51 million.
Additionally, if the probability of default risk-grade for all pass-graded loans were immediately downgraded one grade on our internal risk-grading scale, the quantitatively determined amount of the ACL at December 31, 2024 would increase by approximately $25 million.
Our Board approves the key policies relating to the management of our financial risk, including interest rate and market risk management. The Board has delegated the responsibility of managing our interest rate and market risk to the Asset/Liability Committee (“ALCO”), which consists of members of management.
Our Board approves the key policies related to the management of our financial risk, including interest rate and market risk management. The Board has delegated the responsibility for managing these risks to the Asset Liability Committee (“ALCO”), which consists of members of management.
Our Financial Performance This section and other sections provide information about our recent financial performance. For more information about our results of operations for 2022 compared with 2021, see the respective sections in MD&A included in our 2022 Form 10-K.
RESULTS OF OPERATIONS Our Financial Performance This section and other sections provide information about our 2024 financial performance, compared with the prior year. For more information about our results of operations for 2023 compared with 2022, see the respective sections in MD&A included in our 2023 Form 10-K.
The Board has delegated responsibility of managing our capital risk to the Capital Management Committee (“CMC”), which is chaired by the Chief Financial Officer, consists of members of management, and whose primary responsibility is to recommend and administer the approved capital policies that govern our capital management.
The Board has delegated the management of our capital risk to the Capital Management Committee (“CMC”), chaired by the Chief Financial Officer and comprising members of management. The primary responsibility of the CMC is to recommend and administer the approved capital policies that govern our capital management.
We regularly use interest rate swaps, investment in fixed-rate securities, and funding strategies to manage our interest rate risk. These strategies collectively have muted the expected sensitivity of net interest income to changes in interest rates. Asset sensitivity measures depend upon the assumptions we use for deposit runoff and repricing behavior.
We regularly use interest rate swaps, investments in fixed-rate securities, and funding strategies to manage our interest rate risk. These strategies collectively have muted the expected sensitivity of net interest income to changes in interest rates. Asset sensitivity measures depend on the assumptions we use for deposit runoff and repricing behavior, and our models are particularly sensitive to these assumptions.
If the discount rate applied to future earnings was increased by 100 bps, the fair values of Amegy, CB&T, Zions Bank, and NSB would exceed their carrying values by 32%, 60%, 63%, and 124%, respectively.
If the discount rate applied to future 82 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES earnings was increased by 100 bps, the fair values of Amegy, CB&T, Zions Bank, and NSB would exceed their carrying values by 32%, 60%, 63%, and 124%, respectively.
At December 31, 2023, we had $201 million of net losses deferred in AOCI related to terminated cash flow hedges. Amounts deferred in AOCI from terminated cash flow hedges will be amortized into interest income on a straight-line basis through the original maturity dates of the hedges as long as the hedged forecasted transactions continue to be expected to occur.
At December 31, 2024, we had $94 million of net losses deferred in AOCI related to terminated cash flow hedges. Amounts deferred in AOCI from terminated cash flow hedges are amortized into interest income on a straight-line basis through the original maturity dates of the hedges, provided the hedged forecasted transactions continue to be expected to occur.
At December 31, 2023, the AFS investment securities portfolio included approximately $216 million of net premium that was distributed across the various security categories. Total taxable-equivalent premium amortization for these investment securities was $75 million in 2023, compared with $103 million in 2022.
At December 31, 2024, the AFS investment securities portfolio included approximately $171 million of net premium, distributed across various security categories. Total taxable-equivalent premium amortization for these investment securities was $57 million in 2024, compared with $75 million in 2023.
Municipal securities are internally graded, similar to loans, using risk-grading systems which vary based on the size and type of credit risk exposure. The internal risk grades assigned to our municipal securities follow our definitions of Pass, Special Mention, and Substandard, which are consistent with published definitions of regulatory risk classifications.
There were no municipal loans on nonaccrual at December 31, 2023. Municipal securities are internally graded, similar to loans, using risk-grading systems that vary based on the size and type of credit risk exposure. The internal risk grades assigned to our municipal securities follow our definitions of Pass, Special Mention, and Substandard, which are consistent with published regulatory risk classifications.
The third line of defense is our internal audit function that provides independent assessment of the effectiveness of the first and second lines of defense. 53 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES In support of management’s efforts, the Board has established certain committees to oversee our risk management processes.
The third line of defense is our internal audit function, which provides an independent assessment of the effectiveness of the first and second lines of defense. 55 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES In support of management’s efforts, the Board has established specific subcommittees to oversee our risk management processes.
The following schedule summarizes amounts deferred in AOCI related to terminated cash flow hedges that will be fully reclassified into interest income by the fourth quarter of 2027: Schedule 34 SCHEDULED OCI AMORTIZATION FOR TERMINATED CASH FLOW HEDGES 2024 2025 2026 2027 (Dollar amounts in millions) First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter Cash flow hedges Cash flow hedges of assets Periodic amortization of deferred gains (losses) $ (28) $ (28) $ (28) $ (23) $ (18) $ (16) $ (13) $ (11) $ (29) $ (8) Earnings at Risk (EaR) and Economic Value of Equity (EVE) Incorporating our deposit assumptions and the impact of derivatives in qualifying hedging relationships previously discussed, the following schedule presents earnings at risk (“EaR”), or the percentage change in 12-month forward-looking net interest income, and our estimated percentage change in EVE.
The following schedule presents the amounts deferred in AOCI related to terminated cash flow hedges that will be fully reclassified into interest income by the fourth quarter of 2027: 71 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES SCHEDULED OCI AMORTIZATION FOR TERMINATED CASH FLOW HEDGES 2025 2026 2027 2028 (Dollar amounts in millions) First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter Cash flow hedges Cash flow hedges of assets Periodic amortization of deferred gains (losses) $ 18 $ 16 $ 13 $ 11 $ 10 $ 8 $ 6 $ 5 $ 7 $ — Earnings at Risk (EaR) and Economic Value of Equity (EVE) Incorporating our deposit assumptions and the impact of derivatives in qualifying hedging relationships previously discussed, the following schedule presents earnings at risk (“EaR”), or the percentage change in 12-month forward-looking net interest income, and our estimated percentage change in EVE.
At December 31, 2023, we exceeded all capital adequacy requirements under the Basel III capital rules. Based on our internal stress testing and other assessments of capital adequacy, we believe we hold capital sufficiently in excess of internal and regulatory requirements for well-capitalized banks.
At December 31, 2024, we exceeded all capital adequacy requirements under the Basel III capital rules. Based on our internal stress testing and other assessments of capital adequacy, we believe our capital levels sufficiently exceed both internal and regulatory requirements for well-capitalized banks.
At December 31, 2023 and December 31, 2022, investment securities with a carrying value of $20.5 billion and $13.5 billion, respectively, were pledged as collateral for potential borrowings.
Additionally, investment securities with a carrying value of $17.9 billion and $20.5 billion were pledged as collateral for potential borrowings at December 31, 2024 and December 31, 2023, respectively.
We also invest in securities issued by municipalities. Our municipal lending products generally include loans in which the debt service is repaid from general funds or pledged revenues of the municipal entity, or to private commercial entities or 501(c)(3) not-for-profit entities utilizing a pass-through municipal entity to achieve favorable tax treatment.
Our municipal lending products generally include loans where the debt service is repaid from general funds or pledged revenues of the municipal entity, or to private commercial entities or 501(c)(3) not-for-profit entities utilizing a pass-through municipal entity to achieve favorable tax treatment.
For assets and liabilities measured at fair value, our policy is to maximize the use of observable inputs, when available, and minimize the use of unobservable inputs when estimating fair value.
For assets and liabilities measured at fair value, we maximize the use of observable inputs, when available, and minimize the use of unobservable inputs when estimating fair value.
Pursuant to the OCC’s “Earnings Limitation Rule,” our dividend payments are restricted to an amount equal to the sum of the total of (1) our net income for that year, and (2) retained earnings for the preceding two years, unless the OCC approves the declaration and payment of dividends in excess of such amount.
Under the OCC’s “Earnings Limitation Rule,” our dividend payments are restricted to the sum of our net income for the current year and retained earnings for the preceding two years, unless the OCC approves the declaration and payment of dividends in excess of such amount.
At December 31, 2023, loans with a carrying value of $24.8 billion and $11.5 billion, compared with $23.7 billion and $3.9 billion at December 31, 2022, were pledged at the FHLB and FRB, respectively, as collateral for current and potential borrowings.
At December 31, 2024, loans with a carrying value of $23.4 billion and $17.0 billion were pledged at the FHLB and FRB, respectively, as collateral for current and potential borrowings, compared with $24.8 billion and $11.5 billion at December 31, 2023.
The following schedule presents our nonperforming assets: 59 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Schedule 28 NONPERFORMING ASSETS (Dollar amounts in millions) December 31, 2023 2022 Nonaccrual loans: Loans held for sale $ — $ — Commercial: Commercial and industrial 82 63 Leasing 2 — Owner-occupied 20 24 Municipal — — Commercial real estate: Construction and land development 22 — Term 39 14 Consumer: Real estate 57 48 Other — — Nonaccrual loans 222 149 Other real estate owned 1 : Commercial: Commercial properties 4 — Developed land — — Land 2 — Residential: 1-4 family — — Other real estate owned 6 — Total nonperforming assets $ 228 $ 149 Accruing loans past due 90 days or more: Commercial: $ 2 $ 5 Commercial real estate — — Consumer 1 1 Total $ 3 $ 6 Ratio of nonaccrual loans to net loans and leases 2 0.38 % 0.27 % Ratio of nonperforming assets to net loans and leases 2 and other real estate owned 0.39 % 0.27 % Ratio of accruing loans past due 90 days or more to net loans and leases 2 0.01 % 0.01 % 1 Does not include banking premises held for sale. 2 Includes loans held for sale.
The following schedule presents the composition of our nonperforming assets: 66 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES NONPERFORMING ASSETS (Dollar amounts in millions) December 31, 2024 2023 Nonaccrual loans: Commercial: Commercial and industrial $ 114 $ 82 Leasing 2 2 Owner-occupied 31 20 Municipal 11 — Commercial real estate: Construction and land development — 22 Term 59 39 Consumer: Real estate 79 57 Other 1 — Total nonaccrual loans 297 222 Other real estate owned 1 : Commercial: Commercial properties 1 4 Developed land — — Land — 2 Residential: 1-4 family — — Total other real estate owned 1 6 Total nonperforming assets $ 298 $ 228 Accruing loans past due 90 days or more: Commercial $ 14 $ 2 Commercial real estate 3 — Consumer 1 1 Total accruing loans past due 90 days or more $ 18 $ 3 Ratio of nonperforming assets to net loans and leases 2 and other real estate owned 0.50 % 0.39 % Ratio of accruing loans past due 90 days or more to net loans and leases 2 0.03 % 0.01 % Ratio of nonperforming assets 2 and accruing loans past due 90 days or more to loans and leases 2 and other real estate owned 1 0.53 % 0.40 % 1 Does not include banking premises held for sale. 2 Includes loans held for sale.
As noted previously, we utilize derivatives to manage interest rate risk. The following schedule presents derivatives that are designated in qualifying hedging relationships at December 31, 2023. Included are the average outstanding derivative notional amounts for each period presented and the weighted average fixed-rate paid or received for each category of cash flow and fair value hedge.
The following schedule presents derivatives that are designated in qualifying hedging relationships at December 31, 2024. Included are the average outstanding derivative notional amounts for each period presented and the weighted average fixed-rate paid or received for each category of cash flow and fair value hedge.
Fair value is used on a nonrecurring basis for certain assets or liabilities to determine any impairment or for disclosure purposes. 75 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES AFS securities are valued using several methodologies, which depend on the nature of the security, availability of current market information, and other factors.
Fair value is used on a nonrecurring basis for certain assets or liabilities to determine any impairment, lower of cost or fair value accounting, or for disclosure purposes. AFS securities are valued using several methodologies, which depend on the nature of the security, availability of current market information, and other factors.
The third bar represents changes in credit quality factors and includes risk-grade migration, portfolio-specific risks, and specific reserves against loans, which, when combined, increased the ACL by $84 million, driven largely by an increased focus on certain portfolio-specific risks, including commercial real estate.
The third bar represents changes in credit quality factors, and includes risk grade migration, portfolio-specific risks, and specific reserves against loans. Combined, these factors contributed to a $158 million increase in the ACL, driven largely by deterioration in credit quality and an increased focus on certain portfolio-specific risks, including commercial real estate.
In general, we obtain and evaluate updated financial information for the guarantor as part of our determination to extend credit. The quality and frequency of financial reporting collected and analyzed varies depending on the contractual requirements for reporting, the size of the transaction, and the strength of the guarantor.
Generally, we obtain and evaluate updated financial information for the guarantor as part of our credit extension determination. The quality and frequency of financial reporting collected and analyzed vary depending on the contractual reporting requirements, the size of the transaction, and the strength of the guarantor.
Technology governance exists at the operational level within our Enterprise and Technology Operations (“ETO”) division to help ensure safety, soundness, operational resiliency, and compliance with our technology policies.
Technology governance at the operational level is managed by our Enterprise and Technology Operations (“ETO”) division to ensure safety, soundness, operational resiliency, and compliance with our technology policies.
Our credit policies emphasize strong underwriting standards and early detection of potential problem credits in order to develop and implement action plans on a timely basis to mitigate potential losses. These formal credit policies and procedures provide us with a framework for consistent underwriting and a basis for sound credit decisions at the local banking affiliate level.
We emphasize strong underwriting standards and the early detection of potential problem credits to develop and implement timely action plans, thereby mitigating potential losses. These formal credit policies and procedures provide a framework for consistent underwriting and sound credit decisions at the local banking affiliate level.
The following schedule presents additional selected financial highlights: 30 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Schedule 4 SELECTED FINANCIAL HIGHLIGHTS (Dollar amounts in millions, except per share amounts) 2023/2022 Change 2023 2022 2021 For the Year Net interest income (3) % $ 2,438 $ 2,520 $ 2,208 Noninterest income 7 % 677 632 703 Total net revenue (1) % 3,115 3,152 2,911 Provision for credit losses 8 % 132 122 (276) Noninterest expense 12 % 2,097 1,878 1,741 Pre-provision net revenue 1 (19) % 1,059 1,311 1,202 Net income (25) % 680 907 1,129 Net earnings applicable to common shareholders (26) % 648 878 1,100 Per Common Share Net earnings – diluted (25) % 4.35 5.79 6.79 Tangible book value at year-end 1 24 % 28.30 22.79 39.62 Market price – end (11) % 43.87 49.16 63.16 Market price – high (27) % 55.20 75.44 68.25 Market price – low (60) % 18.26 45.21 42.12 At Year-End Assets (3) % 87,203 89,545 93,200 Loans and leases, net of unearned income and fees 4 % 57,779 55,653 50,851 Deposits 5 % 74,961 71,652 82,789 Common equity 18 % 5,251 4,453 7,023 Performance Ratios Return on average assets 0.77% 1.01% 1.29% Return on average common equity 13.4% 16.0% 14.9% Return on average tangible common equity 1 17.3% 19.8% 17.3% Net interest margin 3.02% 3.06% 2.72% Net charge-offs to average loans and leases 0.06% 0.07% 0.01% Total allowance for credit losses to loans and leases outstanding 1.26% 1.14% 1.09% Capital Ratios at Year-End Common equity Tier 1 capital 10.3% 9.8% 10.2% Tier 1 leverage 8.3% 7.7% 7.2% Tangible common equity 1 4.9% 3.8% 6.5% Other Selected Information Weighted average diluted common shares outstanding (in thousands) (2) % 147,756 150,271 160,234 Bank common shares repurchased (in thousands) (73) % 947 3,563 13,497 Dividends declared 4 % $ 1.64 $ 1.58 $ 1.44 Common dividend payout ratio 2 37.8% 27.3% 21.1% Capital distributed as a percentage of net earnings applicable to common shareholders 3 46% 50% 94% Efficiency ratio 1 62.9% 58.8% 60.8% 1 See “Non-GAAP Financial Measures” on page 77 for more information. 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 . 31 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Net Interest Income and Net Interest Margin Net interest income is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, and represented 78% and 80% of our net revenue (net interest income plus noninterest income) during 2023 and 2022, respectively.
The following schedule presents additional selected financial highlights: 31 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES SELECTED FINANCIAL HIGHLIGHTS (Dollar amounts in millions, except per share amounts) 2024/2023 Change 2024 2023 2022 For the Year Net interest income — % $ 2,430 $ 2,438 $ 2,520 Noninterest income 3 % 700 677 632 Total net revenue — % 3,130 3,115 3,152 Provision for credit losses (45) % 72 132 122 Noninterest expense (2) % 2,046 2,097 1,878 Pre-provision net revenue 1 7 % 1,129 1,059 1,311 Adjusted pre-provision net revenue 1 (3) % 1,131 1,170 1,312 Net income 15 % 784 680 907 Net earnings applicable to common shareholders 14 % 737 648 878 Per Common Share Net earnings – diluted 14 % 4.95 4.35 5.79 Tangible book value at year-end 1 20 % 33.85 28.30 22.79 Market price – end 24 % 54.25 43.87 49.16 Market price – high 15 % 63.22 55.20 75.44 Market price – low NM 37.76 18.26 45.21 At Year-End Assets 2 % 88,775 87,203 89,545 Loans and leases, net of unearned income and fees 3 % 59,410 57,779 55,653 Deposits 2 % 76,223 74,961 71,652 Common equity 15 % 6,058 5,251 4,453 Performance Ratios Return on average assets 0.88% 0.77% 1.01% Return on average common equity 13.1% 13.4% 16.0% Return on average tangible common equity 1 16.2% 17.3% 19.8% Net interest margin 3.00% 3.02% 3.06% Net charge-offs to average loans and leases 0.10% 0.06% 0.07% Total allowance for credit losses to loans and leases outstanding 1.25% 1.26% 1.14% Capital Ratios at Year-End Common equity Tier 1 capital 10.9% 10.3% 9.8% Tier 1 leverage 8.3% 8.3% 7.7% Tangible common equity 1 5.7% 4.9% 3.8% Other Selected Information Weighted average diluted common shares outstanding (in thousands) — % 147,215 147,756 150,271 Bank common shares repurchased (in thousands) (6) % 890 947 3,563 Dividends declared 1 % $ 1.66 $ 1.64 $ 1.58 Common dividend payout ratio 2 33.6% 37.8% 27.3% Capital distributed as a percentage of net earnings applicable to common shareholders 3 38% 46% 50% Efficiency ratio 1 64.2% 62.9% 58.8% 1 See “Non-GAAP Financial Measures” on page 83 for more information. 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. 32 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Net Interest Income and Net Interest Margin Net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, represented 78% of our net revenue (net interest income and noninterest income) in both 2024 and 2023.
This Committee includes, among other senior executives, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, CTOO, and Chief Risk Officer. Initiative risk and change impact from the framework are reported to the ROC.
This Committee includes senior executives such as the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology and Operations Officer, and Chief Risk Officer. Initiative risk and change impact from the framework are reported to the ROC.
Additional factors that may significantly affect the estimates include, among others, competitive forces, customer behaviors and attrition, loan losses, changes in growth trends, cost structures and technology, changes in equity market values and merger and acquisition valuations, and changes in industry conditions. We performed our annual goodwill impairment evaluation, effective October 1, 2023.
Additional factors that may significantly affect the estimates include, among others, competitive forces, customer behaviors and attrition, loan losses, changes in growth trends, cost structures and technology, changes in equity market values and merger and acquisition valuations, and changes in industry conditions.
The following schedule presents our total available liquidity including unused collateralized borrowing capacity: 68 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Schedule 36 AVAILABLE LIQUIDITY December 31, 2023 December 31, 2022 (Dollar amounts in billions) FHLB FRB GCF BTFP Total FHLB FRB GCF BTFP Total Total borrowing capacity $ 16.6 $ 9.8 $ 9.6 $ 5.8 $ 41.8 $ 16.6 $ 4.0 $ 8.4 $ — $ 29.0 Borrowings outstanding 1.6 — 1.8 — 3.4 7.2 — 2.7 — 9.9 Remaining capacity, at period end $ 15.0 $ 9.8 $ 7.8 $ 5.8 $ 38.4 $ 9.4 $ 4.0 $ 5.7 $ — $ 19.1 Cash and due from banks 0.7 0.7 Interest-bearing deposits 1 1.5 1.3 Total available liquidity $ 40.6 $ 21.1 Ratio of available liquidity to uninsured deposits 122 % 56 % 1 Represents funds deposited by the Bank primarily at the Federal Reserve Bank.
The following schedule presents our total available liquidity, including unused collateralized borrowing capacity: 74 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES AVAILABLE LIQUIDITY December 31, 2024 December 31, 2023 (Dollar amounts in billions) FHLB FRB 1 GCF 2 BTFP Total FHLB FRB 1 GCF BTFP Total Total borrowing capacity $ 14.6 $ 17.7 $ 8.6 $ — $ 40.9 $ 16.6 $ 9.8 $ 9.6 $ 5.8 $ 41.8 Borrowings outstanding 2.6 — 0.3 — 2.9 1.6 — 1.8 — 3.4 Remaining capacity, at period end $ 12.0 $ 17.7 $ 8.3 $ — $ 38.0 $ 15.0 $ 9.8 $ 7.8 $ 5.8 $ 38.4 Cash and due from banks 0.7 0.7 Interest-bearing deposits 3 2.9 1.5 Total available liquidity $ 41.6 $ 40.6 Ratio of available liquidity to uninsured deposits 121 % 122 % 1 Represents borrowing capacity and borrowings outstanding at the Federal Reserve Bank discount window. 2 Includes $0.9 billion pledged for available use through other repo programs. 3 Represents funds deposited by the Bank primarily at the Federal Reserve Bank.
At December 31, 2023 and December 31, 2022, our total available liquidity was $40.6 billion, compared with $21.1 billion, respectively. At December 31, 2023, we had sources of liquidity that exceeded our uninsured deposits without the need to sell any investment securities. Credit Ratings General financial market and economic conditions impact our access to, and cost of, external financing.
At December 31, 2024, our total available liquidity was $41.6 billion, compared with $40.6 billion at December 31, 2023. At December 31, 2024, our sources of liquidity exceeded the estimated amount of uninsured deposits without the need to sell any investment securities. Credit Ratings General financial market and economic conditions affect our access to, and the cost of, external financing.
In February 2024, the Board declared a quarterly dividend of $0.41 per common share payable on February 22, 2024, to shareholders of record at the close of business on February 15, 2024. Basel III We are subject to Basel III capital requirements that include certain minimum regulatory capital ratios.
In January 2025, the Board declared a quarterly dividend of $0.43 per common share, payable on February 20, 2025, to shareholders of record at the close of business on February 13, 2025. Basel III We are subject to Basel III capital requirements, which include certain minimum regulatory capital ratios.
Any changes to these amounts, including changes in estimates, may also be significant to the financial statements. We believe that an understanding of these policies, along with the related estimates we are required to make in recording our financial transactions, is important to have a complete picture of our financial condition.
Any changes to these amounts, including changes in estimates, may also be significant to the financial statements. We believe that it is important to have an understanding of these policies, along with the related estimates, to inform our financial condition.
Schedule 42 RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP) Year Ended December 31, (Dollar amounts in millions) 2023 2022 2021 Net earnings applicable to common shareholders (GAAP) $ 648 $ 878 $ 1,100 Adjustment, net of tax: Amortization of core deposit and other intangibles 5 1 1 Net earnings applicable to common shareholders, net of tax (a) $ 653 $ 879 $ 1,101 Average common equity (GAAP) $ 4,839 $ 5,472 $ 7,371 Average goodwill and intangibles (1,062) (1,022) (1,015) Average tangible common equity (non-GAAP) (b) $ 3,777 $ 4,450 $ 6,356 Return on average tangible common equity (non-GAAP) 1 (a/b) 17.3 % 19.8 % 17.3 % 1 Excluding the effect of AOCI from average tangible common equity would result in associated returns of 9.7%, 13.9%, and 17.8% for the periods presented, respectively. 77 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Schedule 43 TANGIBLE EQUITY RATIO, TANGIBLE COMMON EQUITY RATIO, AND TANGIBLE BOOK VALUE PER COMMON SHARE (ALL NON-GAAP MEASURES) (Dollar amounts in millions, except per share amounts) December 31, 2023 2022 2021 Total shareholders’ equity (GAAP) $ 5,691 $ 4,893 $ 7,463 Goodwill and intangibles (1,059) (1,065) (1,015) Tangible equity (non-GAAP) (a) 4,632 3,828 6,448 Preferred stock (440) (440) (440) Tangible common equity (non-GAAP) (b) $ 4,192 $ 3,388 $ 6,008 Total assets (GAAP) $ 87,203 $ 89,545 $ 93,200 Goodwill and intangibles (1,059) (1,065) (1,015) Tangible assets (non-GAAP) (c) $ 86,144 $ 88,480 $ 92,185 Common shares outstanding (in thousands) (d) 148,153 148,664 151,625 Tangible equity ratio (non-GAAP) (a/c) 5.4 % 4.3 % 7.0 % Tangible common equity ratio (non-GAAP) (b/c) 4.9 % 3.8 % 6.5 % Tangible book value per common share (non-GAAP) (b/d) $28.30 $22.79 $39.62 Efficiency Ratio and Adjusted Pre-Provision Net Revenue The efficiency ratio is a measure of operating expense relative to revenue.
RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP) Year Ended December 31, (Dollar amounts in millions) 2024 2023 2022 Net earnings applicable to common shareholders (GAAP) $ 737 $ 648 $ 878 Adjustment, net of tax: Amortization of core deposit and other intangibles 5 5 1 Net earnings applicable to common shareholders, net of tax (a) $ 742 $ 653 $ 879 Average common equity (GAAP) $ 5,630 $ 4,839 $ 5,472 Average goodwill and intangibles (1,055) (1,062) (1,022) Average tangible common equity (non-GAAP) (b) $ 4,575 $ 3,777 $ 4,450 Return on average tangible common equity (non-GAAP) 1 (a/b) 16.2 % 17.3 % 19.8 % 1 Excluding the effect of AOCI from average tangible common equity would result in associated returns of 10.4%, 9.7%, and 13.9% for the periods presented, respectively. 83 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES TANGIBLE EQUITY RATIO, TANGIBLE COMMON EQUITY RATIO, AND TANGIBLE BOOK VALUE PER COMMON SHARE (ALL NON-GAAP MEASURES) (Dollar amounts in millions, except per share amounts) December 31, 2024 2023 2022 Total shareholders’ equity (GAAP) $ 6,124 $ 5,691 $ 4,893 Goodwill and intangibles (1,052) (1,059) (1,065) Tangible equity (non-GAAP) (a) 5,072 4,632 3,828 Preferred stock (66) (440) (440) Tangible common equity (non-GAAP) (b) $ 5,006 $ 4,192 $ 3,388 Total assets (GAAP) $ 88,775 $ 87,203 $ 89,545 Goodwill and intangibles (1,052) (1,059) (1,065) Tangible assets (non-GAAP) (c) $ 87,723 $ 86,144 $ 88,480 Common shares outstanding (in thousands) (d) 147,871 148,153 148,664 Tangible equity ratio (non-GAAP) (a/c) 5.8 % 5.4 % 4.3 % Tangible common equity ratio (non-GAAP) (b/c) 5.7 % 4.9 % 3.8 % Tangible book value per common share (non-GAAP) (b/d) $33.85 $28.30 $22.79 Efficiency Ratio and Adjusted Pre-Provision Net Revenue The efficiency ratio is a measure of operating expense relative to revenue.
We allocate the cost of centrally provided services to the business segments based upon estimated or actual usage of those services. We also allocate capital based on the risk-weighted assets held at each business segment. We use an internal funds transfer pricing (“FTP”) allocation process to report results of operations for business segments.
The cost of centrally provided services is allocated to each business segment based on estimated or actual usage of those services. Capital is allocated according to the risk-weighted assets held by each business segment. We employ an internal funds transfer pricing (“FTP”) allocation process to report the results of operations of our business segments.
Access to funding markets is also directly affected by the credit ratings we receive from various rating agencies. The ratings not only influence the costs associated with borrowings, but can also influence the sources of the borrowings. All of the credit rating agencies rate our debt at an investment-grade level.
Our ability to access funding markets is also directly influenced by the credit ratings assigned to us by various rating agencies. These ratings not only impact the costs associated with borrowings, but also influence the sources from which we can borrow. All credit rating agencies currently rate our debt at an investment-grade level.
See also Note 3 and Note 5 of the Notes to Consolidated Financial Statements for more information on fair value measurements and the accounting for our investment securities portfolio. 46 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Schedule 14 INVESTMENT SECURITIES PORTFOLIO December 31, 2023 December 31, 2022 (In millions) Par Value Amortized cost Fair value Par Value Amortized cost Fair value Held-to-maturity U.S.
Additionally, refer to Note 3 and Note 5 of the Notes to Consolidated Financial Statements for more information on fair value measurements and the accounting for our investment securities portfolio. 50 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES INVESTMENT SECURITIES PORTFOLIO December 31, 2024 December 31, 2023 (In millions) Par Value Amortized cost Fair value Par Value Amortized cost Fair value Available-for-sale U.S.
Shares were acquired from employees to pay for their payroll taxes and stock option exercise cost upon the exercise of stock options.
These shares were acquired from employees to cover their payroll taxes and stock option exercise costs upon the exercise of stock options.
The following schedule presents our capital amounts, capital ratios, and other selected performance ratios: Schedule 41 CAPITAL AMOUNTS AND RATIOS (Dollar amounts in millions) December 31, 2023 December 31, 2022 December 31, 2021 Basel III risk-based capital amounts: Common equity Tier 1 capital $ 6,863 $ 6,481 $ 6,068 Tier 1 risk-based 7,303 6,921 6,508 Total risk-based 8,553 8,077 7,652 Risk-weighted assets 66,934 66,111 59,604 Basel III risk-based capital ratios: Common equity Tier 1 capital 10.3 % 9.8 % 10.2 % Tier 1 risk-based 10.9 % 10.5 % 10.9 % Total risk-based 12.8 % 12.2 % 12.8 % Tier 1 leverage 8.3 % 7.7 % 7.2 % Other ratios: Average equity to average assets 6.0 % 6.6 % 9.0 % Return on average common equity 13.4 % 16.0 % 14.9 % Return on average tangible common equity 1 17.3 % 19.8 % 17.3 % Tangible equity ratio 1 5.4 % 4.3 % 7.0 % Tangible common equity ratio 1 4.9 % 3.8 % 6.5 % 1 See “Non-GAAP Financial Measures” on page 77 for more information regarding these ratios.
The following schedule presents our capital amounts, capital ratios, and other selected performance ratios: 79 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CAPITAL AMOUNTS AND RATIOS (Dollar amounts in millions) December 31, 2024 December 31, 2023 December 31, 2022 Basel III risk-based capital amounts: Common equity Tier 1 capital $ 7,363 $ 6,863 $ 6,481 Tier 1 risk-based 7,430 7,303 6,921 Total risk-based 9,026 8,553 8,077 Risk-weighted assets 67,685 66,934 66,111 Basel III risk-based capital ratios: Common equity Tier 1 capital 10.9 % 10.3 % 9.8 % Tier 1 risk-based 11.0 % 10.9 % 10.5 % Total risk-based 13.3 % 12.8 % 12.2 % Tier 1 leverage 8.3 % 8.3 % 7.7 % Other ratios: Average equity to average assets 6.8 % 6.0 % 6.6 % Return on average common equity 13.1 % 13.4 % 16.0 % Return on average tangible common equity 1 16.2 % 17.3 % 19.8 % Tangible equity ratio 1 5.8 % 5.4 % 4.3 % Tangible common equity ratio 1 5.7 % 4.9 % 3.8 % 1 See “Non-GAAP Financial Measures” on page 83 for more information regarding these ratios.
Taxable-equivalent net interest income allows us to assess the comparability of revenue arising from both taxable and tax-exempt sources. 78 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Schedule 44 EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP) (Dollar amounts in millions) 2023 2022 2021 Noninterest expense (GAAP) (a) $ 2,097 $ 1,878 $ 1,741 Adjustments: Severance costs 14 1 1 Other real estate expense, net — 1 — Amortization of core deposit and other intangibles 6 1 1 Restructuring costs 1 — — Pension termination-related expense (income) 1 — — (5) SBIC investment success fee accrual 2 — (1) 7 FDIC special assessment 90 — — Total adjustments (b) 111 2 4 Adjusted noninterest expense (non-GAAP) (a-b)=(c) $ 1,986 $ 1,876 $ 1,737 Net interest income (GAAP) (d) $ 2,438 $ 2,520 $ 2,208 Fully taxable-equivalent adjustments (e) 41 37 32 Taxable-equivalent net interest income (non-GAAP) (d+e)=(f) 2,479 2,557 2,240 Noninterest income (GAAP) (g) 677 632 703 Combined income (non-GAAP) (f+g)=(h) 3,156 3,189 2,943 Adjustments: Fair value and nonhedge derivative gain (loss) (4) 16 14 Securities gains (losses), net 4 (15) 71 Total adjustments (i) — 1 85 Adjusted taxable-equivalent revenue (non-GAAP) (h-i)=(j) $ 3,156 $ 3,188 $ 2,858 Pre-provision net revenue (non-GAAP) (h)-(a) $ 1,059 $ 1,311 $ 1,202 Adjusted pre-provision net revenue (non-GAAP) (j-c) 1,170 1,312 1,121 Efficiency ratio (non-GAAP) 3 (c/j) 62.9 % 58.8 % 60.8 % 1 Represents a subsequent valuation adjustment related to the termination of our defined benefit pension plan in 2020. 2 The success fee accrual is associated with the gains and losses from our SBIC investments, which are excluded from the efficiency ratio through securities gains (losses), net. 3 Including the one-time $90 million accrual associated with the FDIC special assessment recorded in deposit insurance and regulatory expense during the fourth quarter of 2023, the efficiency ratio for 2023 would have been 65.8%.
Taxable-equivalent net interest income allows us to assess the comparability of revenue arising from both taxable and tax-exempt sources. 84 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP) (Dollar amounts in millions) 2024 2023 2022 Noninterest expense (GAAP) (a) $ 2,046 $ 2,097 $ 1,878 Adjustments: Severance costs 3 14 1 Other real estate expense, net (1) — 1 Amortization of core deposit and other intangibles 7 6 1 Restructuring costs — 1 — SBIC investment success fee accrual 1 1 — (1) FDIC special assessment 11 90 — Total adjustments (b) 21 111 2 Adjusted noninterest expense (non-GAAP) (c)=(a-b) $ 2,025 $ 1,986 $ 1,876 Net interest income (GAAP) (d) $ 2,430 $ 2,438 $ 2,520 Fully taxable-equivalent adjustments (e) 45 41 37 Taxable-equivalent net interest income (non-GAAP) (f)=(d+e) 2,475 2,479 2,557 Noninterest income (GAAP) (g) 700 677 632 Combined income (non-GAAP) (h)=(f+g) 3,175 3,156 3,189 Adjustments: Fair value and nonhedge derivative gain (loss) — (4) 16 Securities gains (losses), net 19 4 (15) Total adjustments (i) 19 — 1 Adjusted taxable-equivalent revenue (non-GAAP) (j)=(h-i) $ 3,156 $ 3,156 $ 3,188 Pre-provision net revenue (non-GAAP) (h)-(a) $ 1,129 $ 1,059 $ 1,311 Adjusted pre-provision net revenue (non-GAAP) (j-c) 1,131 1,170 1,312 Efficiency ratio (non-GAAP) 2 (c/j) 64.2 % 62.9 % 58.8 % 1 The success fee accrual is associated with the gains and losses from our SBIC investments, which are excluded from the efficiency ratio through securities gains (losses), net. 2 Including the $11 million and $90 million accruals associated with the FDIC special assessment recorded in deposit insurance and regulatory expense, the efficiency ratio for 2024 and 2023 would have been 64.5% and 65.8%, respectively.
As of January 1, 2024, we had $1.0 billion of retained net profits available for distribution. We paid dividends on preferred stock of $32 million in 2023, compared with $29 million in 2022. We paid dividends on common stock of $245 million, or $1.64 per share, in 2023, compared with $240 million, or $1.58 per share, in 2022.
As of January 1, 2025, we had $892 million in retained net profits available for distribution. In 2024, we paid $41 million in dividends on preferred stock, compared with $32 million in 2023. We paid $248 million in dividends on common stock, or $1.66 per share, in 2024, compared with $245 million, or $1.64 per share, in 2023.
Allowance for Credit Losses The ACL includes the ALLL and the RULC. The ACL represents our estimate of current expected credit losses related to the loan and lease portfolio and unfunded lending commitments as of the balance sheet date. To determine the adequacy of the allowance, our loan and lease portfolio is segmented based on loan type.
Allowance for Credit Losses The ACL, which consists of the ALLL and the RULC, represents our estimate of current expected credit losses related to the loan and lease portfolio and unfunded lending commitments as of the balance sheet date.
We have instituted a number of measures to manage our operational risk, including, but not limited to: (1) transactional documentation requirements; (2) systems and procedures to monitor transactions and positions; (3) systems and procedures to detect and mitigate attempts to commit fraud, penetrate our systems, access customer data, or deny normal access to those systems to our legitimate customers; (4) regulatory compliance reviews; and (5) periodic reviews by our Compliance Risk Management, Internal Audit, Operational Risk Management, and Credit Examination departments.
To manage operational risk, we have implemented several measures, including: (1) transactional documentation requirements; (2) systems and procedures to monitor transactions and positions; (3) systems and procedures to detect and mitigate fraud attempts, system penetrations, unauthorized access to customer data, or denial of access to legitimate customers; (4) regulatory compliance reviews; and (5) periodic reviews by our Compliance Risk Management, Internal Audit, Operational Risk Management, and Credit Examination departments.
For further discussion of the effects of market rates on net interest income and how we manage interest rate risk, refer to the “Interest Rate and Market Risk Management” section on page 63.
For further discussion on the effects of market rates on net interest income and our approach to managing interest rate risk, refer to the “Interest Rate and Market Risk Management” section on page 70.

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