grepcent / static financial knowledge base

ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ (ZION)

CIK: 0000109380. SIC: 6021 National Commercial Banks. Latest 10-K as of: 2026-02-24.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=109380. Latest filing source: 0000109380-26-000046.

Informational only - descriptive public-record data, not investment advice.

Business

Read ZION's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read ZION's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue4,184,000,000USD20252026-02-24
Net income899,000,000USD20252026-02-24
Assets88,990,000,000USD20252026-02-24

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000109380.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric201220132016201720182019202020212022202320242025
Revenue1,954,000,0002,192,000,0002,481,000,0002,683,000,0002,368,000,0002,267,000,0002,705,000,0003,947,000,0004,293,000,0004,184,000,000
Net income349,516,000263,791,000884,000,000816,000,000539,000,0001,129,000,000907,000,000680,000,000784,000,000899,000,000
Diluted EPS1.992.604.084.163.026.795.794.354.956.01
Operating cash flow596,000,000928,000,0001,176,000,000697,000,000719,000,000629,000,0001,470,000,000885,000,0001,148,000,0001,073,000,000
Capital expenditures196,000,000169,000,000129,000,000117,000,000171,000,000206,000,000190,000,000113,000,00097,000,000121,000,000
Dividends paid108,000,000129,000,000236,000,000260,000,000259,000,000261,000,000269,000,000282,000,000289,000,000267,000,000
Share buybacks97,000,000321,000,000672,000,0001,102,000,00076,000,000800,000,000202,000,00051,000,00036,000,00041,000,000
Assets63,239,000,00066,288,000,00068,746,000,00069,172,000,00081,479,000,00093,200,000,00089,545,000,00087,203,000,00088,775,000,00088,990,000,000
Liabilities55,605,000,00058,609,000,00061,168,000,00061,819,000,00073,593,000,00085,737,000,00084,652,000,00081,512,000,00082,651,000,00081,810,000,000
Stockholders' equity6,464,563,0007,679,000,0007,578,000,0007,353,000,0007,886,000,0007,463,000,0004,893,000,0005,691,000,0006,124,000,0007,180,000,000
Free cash flow400,000,000759,000,0001,047,000,000580,000,000548,000,000423,000,0001,280,000,000772,000,0001,051,000,000952,000,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric201220132016201720182019202020212022202320242025
Net margin35.63%30.41%22.76%49.80%33.53%17.23%18.26%21.49%
Return on equity4.08%11.67%11.10%6.83%15.13%18.54%11.95%12.80%12.52%
Return on assets1.29%1.18%0.66%1.21%1.01%0.78%0.88%1.01%
Liabilities / equity7.638.078.419.3311.4917.3014.3213.5011.39

Industry Peer Context

Each number-line places ZION against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

ZION Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6021; peer count 76.ZION Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6021; peer count 76.76 SIC peersMin -32.0%Median 22.9%Max 50.3%ZION 21.5%

ROE peer context

ZION ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6021; peer count 76.ZION ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6021; peer count 76.76 SIC peersMin -13.4%Median 9.9%Max 33.1%ZION 12.5%

ROA peer context

ZION ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6021; peer count 76.ZION ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6021; peer count 76.76 SIC peersMin -1.6%Median 1.1%Max 2.6%ZION 1.0%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

ZION FY2025 free cash flow bridge from reported figures.ZION FY2025 free cash flow bridge from reported figures.ZION free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$1.0B$2.0B$1.1BOperating cash flow-$121.0MCapex$952.0MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000109380-26-000046; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000109380-26-000046; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000109380-26-000046; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

ZION revenue, last 5 periods. Source: SEC companyfacts FY2025.ZION revenue, last 5 periods. Source: SEC companyfacts FY2025.ZION RevenueLatest point: FY2025 = $4.2BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

ZION net income, last 5 periods. Source: SEC companyfacts FY2025.ZION net income, last 5 periods. Source: SEC companyfacts FY2025.ZION Net incomeLatest point: FY2025 = $899.0MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

ZION diluted eps, last 5 periods. Source: SEC companyfacts FY2025.ZION diluted eps, last 5 periods. Source: SEC companyfacts FY2025.ZION Diluted EPSLatest point: FY2025 = $6.01/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$4.00/share$8.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

ZION operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.ZION operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.ZION Operating cash flowLatest point: FY2025 = $1.1BSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

ZION capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.ZION capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.ZION Capital expendituresLatest point: FY2025 = $121.0MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

ZION dividends paid, last 5 periods. Source: SEC companyfacts FY2025.ZION dividends paid, last 5 periods. Source: SEC companyfacts FY2025.ZION Dividends paidLatest point: FY2025 = $267.0MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.

ZION share buybacks, last 5 periods. Source: SEC companyfacts FY2025.ZION share buybacks, last 5 periods. Source: SEC companyfacts FY2025.ZION Share buybacksLatest point: FY2025 = $41.0MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

ZION assets, last 5 periods. Source: SEC companyfacts FY2025.ZION assets, last 5 periods. Source: SEC companyfacts FY2025.ZION AssetsLatest point: FY2025 = $89.0BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$50.0B$100.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: Assets. Source concepts: us-gaap:Assets.

ZION liabilities, last 5 periods. Source: SEC companyfacts FY2025.ZION liabilities, last 5 periods. Source: SEC companyfacts FY2025.ZION LiabilitiesLatest point: FY2025 = $81.8BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$50.0B$100.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

ZION stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.ZION stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.ZION Stockholders' equityLatest point: FY2025 = $7.2BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$4.0B$8.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

ZION free cash flow, last 5 periods. Source: SEC companyfacts FY2025.ZION free cash flow, last 5 periods. Source: SEC companyfacts FY2025.ZION Free cash flowLatest point: FY2025 = $952.0MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000109380-26-000046; filed 2026-02-24. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000109380.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.29reported discrete quarter
2022-Q32022-09-301.40reported discrete quarter
2023-Q12023-03-311.33reported discrete quarter
2023-Q22023-06-30977,000,000175,000,0001.11reported discrete quarter
2023-Q32023-09-301,010,000,000175,000,0001.13reported discrete quarter
2023-Q42023-12-311,040,000,000126,000,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-311,054,000,000153,000,0000.96reported discrete quarter
2024-Q22024-06-301,073,000,000201,000,0001.28reported discrete quarter
2024-Q32024-09-301,104,000,000214,000,0001.37reported discrete quarter
2024-Q42024-12-311,062,000,000216,000,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-311,028,000,000170,000,0001.13reported discrete quarter
2025-Q22025-06-301,051,000,000244,000,0001.63reported discrete quarter
2025-Q32025-09-301,064,000,000222,000,0001.48reported discrete quarter
2025-Q42025-12-311,041,000,000263,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31996,000,000233,000,0001.56reported discrete quarter

Quarterly Charts

ZION quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.ZION quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.ZION Quarterly RevenueLatest point: 2026-Q1 = $996.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$1.0B$2.0B2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000109380-26-000083; filed 2026-05-07. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

ZION quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.ZION quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.ZION Quarterly Net incomeLatest point: 2026-Q1 = $233.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$250.0M$500.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000109380-26-000083; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

ZION quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.ZION quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.ZION Quarterly Diluted EPSLatest point: 2026-Q1 = $1.56/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$1.00/share$2.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000109380-26-000083; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000109380-26-000083.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

This quarterly report contains “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and assumptions regarding future events and outcomes. However, they are inherently subject to known and unknown risks, uncertainties, and other factors that could cause actual results, performance, achievements, industry developments, or regulatory outcomes to differ materially from those expressed or implied. Forward-looking statements may include, among others:

•Statements concerning the beliefs, plans, objectives, goals, targets, commitments, designs, guidelines, expectations, anticipations, and future financial condition, operating results, and performance of Zions Bancorporation, National Association, and its subsidiaries (collectively “Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”); and

•Statements preceded or followed by, or that include, terminology such as “may,” “might,” “can,” “continue,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “forecast,” “expect,” “intend,” “target,” “commit,” “design,” “plan,” “project,” “will,” or similar words and expressions, including their negative forms.

Forward-looking statements are not guarantees and should not be relied upon as representing management’s views as of any subsequent date. Actual results and outcomes may differ materially from those presented. Although the following list is not comprehensive, key factors that may cause material differences include:

•The quality and composition of our loan portfolio, investment securities, and deposits;

•Changes in general industry, political, and economic conditions, including increases in the national debt, elevated or persistent inflation, economic slowdowns or recessions, and other macroeconomic challenges; changes in interest rates or reference rates, which could negatively impact our revenues and expenses, the valuation and performance of our assets and liabilities, and the availability and cost of capital and liquidity;

•Political developments, including government shutdowns and other significant disruptions and changes in the funding, size, scope, and effectiveness of the government and its agencies and services;

•The effects of newly enacted and proposed regulations affecting us and the banking industry, as well as changes and uncertainties in the interpretation, enforcement, and applicability of laws and fiscal, monetary, regulatory, trade, and tax policies;

•Actions taken by governments, agencies, central banks, and similar organizations, including those that result in decreases in revenue, increases in regulatory bank fees, insurance assessments, and capital standards; and other regulatory requirements;

•Evolving trade policies and disputes, including proposed and implemented tariffs, and the resulting economic uncertainty that may adversely affect supply chains, operating costs, and revenues for both us and our customers;

•Judicial, regulatory, and administrative inquiries, investigations, examinations or proceedings and the outcomes thereof that create uncertainty for, or are adverse to, us or the banking industry;

•Changes in our credit ratings;

•The growing presence of credit unions, financial technology companies (“fintechs”), and other emerging competitors within the financial services industry, including in the markets in which we operate;

•Our ability to innovate and address competitive pressures and other factors that may affect aspects of our business, such as pricing, the relevance of and demand for our products and services, and our ability to recruit and retain talent;

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•The potential for both positive and disruptive impacts of emerging technologies, including stablecoins and other digital currencies, tokenized deposits, blockchain, artificial intelligence (“AI”), quantum computing, and related innovations affecting both us and the banking industry;

•Our ability to complete projects and initiatives and execute our strategic plans, manage our risks, control compensation and other expenses, and achieve our business objectives;

•Our ability to develop and maintain technology and information security systems, along with effective controls designed to guard against fraud, cybersecurity, and privacy risks and related incidents, particularly given the accelerating pace at which threat actors are developing and deploying increasingly sophisticated and targeted tactics against the financial services industry;

•The occurrence of fraud, theft, or other forms of misconduct perpetrated by external parties, including customers and business partners, or by our own employees;

•Our ability to provide adequate oversight of our suppliers to help us prevent or mitigate effects upon us and our customers of inadequate performance, systems failures, or cyber and other incidents by, or affecting, third parties upon whom we rely for the delivery of various products and services;

•The effects of wars, geopolitical conflicts, and other local, national, or international disasters, crises, or conflicts that may occur in the future;

•Natural disasters, pandemics, wildfires, catastrophic events, and other emergencies and incidents, and their impact on our operations, our customers’ business, and the communities we serve, including the increasing difficulty and expense of obtaining property, auto, business, and other insurance products;

•Diverging and evolving policy, legal, regulatory, and political developments—combined with differing stakeholder perspectives related to governance, environmental, and social matters—may subject us to conflicting requirements and expectations;

•Volatility in securities and capital markets behavior, including changes in market liquidity and our ability to access funding or raise capital on favorable terms;

•The possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and shareholders’ equity;

•The impact of bank closures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks;

•Adverse news and other expressions of negative public opinion—whether directed at us, other financial institutions, the banking industry, or the broader market—that may adversely affect our reputation and the industry more broadly.

Factors that could cause actual results or outcomes to differ materially from those expressed or implied in forward-looking statements are described in our 2025 Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”), available at www.zionsbancorporation.com and www.sec.gov.

We caution against placing undue reliance on forward-looking statements, as they reflect our views only as of the date they are issued. Except as required by law, we expressly disclaim any obligation to update any factors or publicly announce revisions to forward-looking statements to reflect future events or developments.

RESULTS OF OPERATIONS

Comparisons noted below are calculated for the current quarter versus the same prior year period, unless otherwise specified. Growth rates of 100% or more are considered not meaningful (“NM”) as they typically reflect a low starting point.

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First Quarter 2026 Financial Performance

Column 1Column 2Column 3Column 4Column 5Column 6Column 7
Net Earnings Applicable to Common Shareholders (in millions)Diluted EPSAdjusted PPNR(in millions) 1Efficiency Ratio 1

1 For information on non-GAAP financial measures, see page 37.

Executive Summary

Our financial performance in the first quarter of 2026 demonstrated strong year-over-year growth in net earnings applicable to common shareholders, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $1.56 from $1.13 in the first quarter of 2025, driven by higher net interest income and noninterest income, along with a lower provision for credit losses. These favorable factors were partially offset by higher noninterest expense. The efficiency ratio improved to 65.0% from 66.6% in the prior year quarter, reflecting positive operating leverage. The efficiency ratio was 62.3% in the prior quarter, primarily due to higher seasonal compensation costs.

•Net interest income increased $38 million, or 6%, compared with the prior year period, largely reflecting lower funding costs. This increase was further supported by an improved mix of average interest-earning assets, driven by growth in higher-yielding loans and a reduction in lower-yielding investment securities and money market investments. As a result, the net interest margin increased to 3.27%, up from 3.10%. The net interest margin declined from 3.31% in the prior quarter, mainly due to lower earning asset yields and a decrease in average demand deposits.

◦Average interest-earning assets increased $399 million, or less than 1%, primarily due to an increase in average loans and leases. This increase was partially offset by declines in average investment securities and average money market investments.

◦Average interest-bearing liabilities declined $2.7 billion, or 5%, largely due to decreases in average interest-bearing deposits and average borrowed funds, partially offset by an increase in average long-term debt, driven by recent issuances of senior notes.

•The provision for credit losses was negative $7 million, compared with positive $18 million in the prior year period, primarily due to lower reserves associated with commercial real estate (“CRE”) portfolio-specific risks.

•Customer-related noninterest income increased $14 million, or 9%, reflecting broad-based growth across multiple revenue streams, primarily driven by higher loan-related fees and income, as well as growth in retail and business banking fees and commercial account fees.

•Noncustomer-related noninterest income increased $2 million, or 15%, mainly due to valuation adjustments on servicing rights and gains on the sale of fixed assets, partially offset by lower securities gains.

•Noninterest expense increased $24 million, or 4%, primarily due to higher incentive compensation accruals reflecting improved profitability, as well as increased base salaries and employee benefits costs. Additional

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increases in professional and legal services and in technology, telecom, and information processing expenses were partially offset by a decline in deposit insurance and regulatory expense.

•Total loans and leases increased $1.4 billion, or 2%, primarily driven by growth in the commercial and industrial loan portfolio and the consumer home equity credit line (“HECL”) portfolio.

◦Net loan and lease charge-offs totaled $4 million, or 0.03% of average loans and leases annualized, compared with $16 million, or 0.11%, in the prior year quarter.

◦Nonperforming assets totaled $292 million, or 0.48% of total loans and leases and other real estate owned, compared with $307 million, or 0.51%. The decrease was primarily attributable to improvement in the commercial and industrial loan portfolio. Classified loans totaled $2.3 billion, or 3.80% of total loans and leases, compared with $2.9 billion, or 4.82%, in the prior year quarter.

•Total deposits increased $1.2 billion, or 2%. Noninterest-bearing demand deposits increased primarily reflecting the migration of a consumer interest-bearing product into a new noninterest-bearing offering. This increase was partially offset by a decline in interest-bearing deposits, largely driven by a reduction in brokered deposits. Customer deposits, excluding

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Key Corporate Objectives

Our strategic objective is to achieve balanced growth in customers, pre‑tax net income, and shareholder returns. We provide a wide range of business products and related services to a broad customer base, which helps create balance, diversify risks, and support the communities we serve. While all business lines play an important role in generating long‑term value, our strategy is centered on five key growth areas: commercial banking, small business banking, capital markets, wealth management, and consumer banking.

These growth areas are supported by six strategic enablers that guide effective execution across the organization:

1.People and Empowerment — We prioritize employee development by investing in training programs and providing our teams with the tools and resources necessary to enhance their capabilities.

2.Technology — We invest in innovative technologies to improve operational efficiency and enable us to remain competitive.

3.Marketing — We implement targeted marketing strategies to strengthen our local brands, attract new clients, deepen existing relationships, and enhance overall customer engagement.

4.Operational Excellence — We invest in and support ongoing improvements to safely and securely deliver value to our customers.

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5.Risk Management — We apply disciplined risk management practices to promote prudent decision-making and maintain appropriate oversight.

6.Data and Analytics — We invest in relevant enterprise data and analytic tools to enable informed decision-making and support localized execution.

We allocate resources to achieve our growth and profitability objectives by delivering high‑quality products and services and by strengthening our customer relationships. Serving as a trusted advisor and supporting customers’ operational needs contributes to relatively stable deposits and ongoing relationship growth.

Key strategic initiatives focus on supporting commercial customer growth, expanding small business lending, enhancing capital markets capabilities, broadening access to wealth management services, and strengthening consumer deposit relationships. Collectively, these initiatives are critical to sustaining long-term growth and stability.

As previously described, we operate through seven separately managed affiliate banks supported by an enterprise‑level “Other” segment. This organizational model is central to achieving our strategic objectives by enabling local decision‑making and strong customer focus at the affiliate level, while maintaining disciplined governance, risk management, capital allocation, and shared technology and operations at the enterprise level.

RESULTS OF OPERATIONS

Our Financial Performance

This section, along with other sections of this report, presents information regarding our 2025 financial performance, compared with the prior year. For more information about our 2024 results compared with 2023, see the relevant sections of MD&A included in our 2024 Form 10-K. Growth rates equal to or exceeding 100% are designated as not meaningful (“NM”), as they typically result from a low base period.

Column 1Column 2Column 3Column 4Column 5Column 6Column 7
Net Earnings Applicable to Common Shareholders(in millions)Diluted EPSAdjusted PPNR(in millions) 1Efficiency ratio1

1 For information on non-GAAP financial measures, see page 84.

Our financial performance in 2025 reflected solid growth compared with the prior year, with notable increases in net earnings applicable to common shareholders, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $6.01, up 21% from $4.95 in 2024, driven by higher net interest income and noninterest income, partially offset by increased noninterest expense. The efficiency ratio improved to 62.6%, compared with 64.2% in the prior year, reflecting positive operating leverage as adjusted taxable-equivalent revenue outpaced adjusted noninterest expense.

•Net interest income increased $197 million, or 8%, compared with the prior year period. This growth was primarily driven by lower funding costs and favorable shifts in the composition of average interest-earning assets. As a result, the net interest margin (“NIM”) improved to 3.21%, compared with 3.00%.

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◦Average interest-earning assets increased $689 million, or 1%, primarily due to an increase in average loans and leases. This growth was partially offset by declines in average securities and average money market investments.

◦Average interest-bearing liabilities increased $178 million, or less than 1%, due to an increase in both average borrowed funds and average interest-bearing deposits.

•The provision for credit losses remained flat at $72 million in both 2025 and 2024.

•Customer-related noninterest income increased $23 million, or 4%, primarily driven by higher retail and business banking fees, capital markets fees and income, and loan-related fees and income. Excluding the impact of net credit valuation adjustment (“CVA”), customer-related noninterest income increased $32 million, or 5%, benefiting from increased capital markets customer swap fee revenue and investment banking advisory fees.

•Noncustomer-related noninterest income increased $35 million, or 57%, mainly due to an increase in net securities gains, largely resulting from valuation adjustments within our Small Business Investment Company (“SBIC”) investment portfolio.

•Noninterest expense increased $92 million, or 4%. primarily due to higher salaries and employee benefits, along with increases in other noninterest expenses, marketing and business development costs, and technology, telecom, and information processing expenses. The increase in marketing and business development expense was largely due to a $15 million contribution to our charitable foundation, which will fund donations over the next three years that otherwise would have been nondeductible under recent tax law changes effective January 1, 2026. These increases were partially offset by lower deposit insurance and regulatory expenses.

•Total loans and leases increased $1.5 billion, or 3%, primarily due to growth in the commercial and industrial, term CRE, and consumer 1-4 family residential loan portfolios.

◦Net loan and lease charge-offs totaled $89 million, or 0.15% of average loans and leases, compared with $60 million, or 0.10%, in 2024. The increase was primarily driven by a $50 million loss associated with two related commercial loans during the third quarter of 2025.

◦Nonperforming assets totaled $320 million, or 0.52% of total loans and leases and other real estate owned (“OREO”), compared with $298 million, or 0.50% in 2024. Nonperforming assets remained primarily concentrated in the commercial and industrial, term CRE, and consumer 1-4 family residential loan portfolios. Classified loans totaled $2.4 billion, or 3.91% of total loans and leases, compared with $2.9 billion, or 4.83% in the prior year.

•Total deposits decreased $579 million, or 1%. Interest-bearing deposits declined primarily due to a reduction in brokered deposits. This decline was partially offset by an increase in noninterest-bearing demand deposits, largely resulting from the migration of a consumer interest-bearing product into a new noninterest-bearing offering. Customer deposits, excluding brokered deposits, totaled $71.8 billion, compared with $71.2 billion in the prior year.

•Total borrowed funds decreased $206 million, or 4%, compared with the prior year. This decline was primarily driven by a reduction in short-term advances from the FHLB, partially offset by the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes during the third quarter of 2025.

The following schedule presents additional selected financial highlights:

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SELECTED FINANCIAL HIGHLIGHTS

(Dollar amounts in millions, except per share amounts)2025/2024 Change202520242023
For the Year
Net interest income8%$2,627$2,430$2,438
Noninterest income8%758700677
Total net revenue8%3,3853,1303,115
Provision for credit losses%7272132
Noninterest expense4%2,1382,0462,097
Pre-provision net revenue 115%1,2931,1291,059
Adjusted pre-provision net revenue 112%1,2661,1311,170
Net income15%899784680
Net earnings applicable to common shareholders21%895737648
Per Common Share
Net earnings – diluted21%6.014.954.35
Tangible book value at year-end 121%40.7933.8528.30
Market price – end8%58.5454.2543.87
Market price – high(4)%60.7763.2255.20
Market price – low4%39.3237.7618.26
At Year-End
Assets%88,99088,77587,203
Loans and leases, net of unearned income and fees3%60,91759,41057,779
Deposits(1)%75,64476,22374,961
Common equity17%7,1146,0585,251
Performance Ratios
Return on average assets1.00%0.88%0.77%
Return on average common equity13.7%13.1%13.4%
Return on average tangible common equity 116.6%16.2%17.3%
Net interest margin3.21%3.00%3.02%
Net charge-offs to average loans and leases0.15%0.10%0.06%
Total allowance for credit losses to loans and leases outstanding1.19%1.25%1.26%
Capital Ratios at Year-End
Common equity Tier 1 capital11.5%10.9%10.3%
Tier 1 leverage9.0%8.3%8.3%
Tangible common equity 16.9%5.7%4.9%
Other Selected Information
Weighted average diluted common shares outstanding (in thousands)%147,157147,215147,756
Bank common shares repurchased (in thousands)(16)%747890947
Dividends declared6%$1.76$1.66$1.64
Common dividend payout ratio 229.4%33.6%37.8%
Capital distributed as a percentage of net earnings applicable to common shareholders 334%38%46%
Efficiency ratio 1, 462.6%64.2%62.9%

1 See “Non-GAAP Financial Measures” on page 84 for more information.

2 The common dividend payout ratio is calculated by dividing the total common dividends paid by the net earnings applicable to common shareholders.

3 This ratio is calculated by adding common dividends paid and share repurchases for the year, then dividing the total by net earnings applicable to common shareholders.

4 Excluding the $15 million charitable contribution, the efficiency ratio for 2025 would have been 62.2%.

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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, accounted for 78% of our net revenue (the sum of net interest income and noninterest income) in both 2025 and 2024. The NIM is calculated as net interest income as a percentage of average interest-earning assets.

NET INTEREST INCOME AND NET INTEREST MARGIN

Amount changePercent changeAmount changePercent change
(Dollar amounts in millions)202520242023
Interest and fees on loans 1$3,501$(13)%$3,514$31810%$3,196
Interest on money market investments186(44)(19)2304222188
Interest on securities497(52)(9)549(14)(2)563
Total interest income4,184(109)(3)4,29334693,947
Interest on deposits1,250(290)(19)1,540477451,063
Interest on short- and long-term borrowings307(16)(5)323(123)(28)446
Total interest expense1,557(306)(16)1,863354231,509
Net interest income$2,627$1978$2,430$(8)$2,438
Average interest-earning assets$83,153$6891$82,464$4801$81,984
Average interest-bearing liabilities56,23917856,0614,185851,876
bpsbps
Net interest margin 23.21%213.00%(2)3.02%

1 Includes interest income recoveries of $10 million, $6 million, and $4 million for the respective years presented.

2 Taxable-equivalent rates used where applicable.

Net interest income increased $197 million, or 8%, relative to the same prior year period, primarily due to lower funding costs. The increase was further supported by a favorable shift in the composition of average interest-earning assets, reflecting growth in higher-yielding loans and a decline in lower-yielding securities and money market investments. As a result, the net interest margin improved to 3.21% in 2025, compared with 3.00% in 2024.

The following chart presents the changes in yields on average interest-earning assets:

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The yield on average interest-earning assets, net of hedging activity, declined 17 basis points (“bps”) in 2025, compared with the prior year, reflecting lower interest rates. The net yield on average loans and leases decreased 22 bps, while the net yield on average securities declined 11 bps. Additionally, the yield on average money market investments decreased 96 bps, as the short-term nature of these assets resulted in quicker repricing in the declining interest rate environment.

The following chart presents the changes in rates paid on average interest-bearing liabilities:

The total cost of deposits decreased 39 bps, and the rate paid on total deposits and interest-bearing liabilities decreased 36 bps in 2025, compared with the prior year, reflecting the lower interest rate environment. The rates paid on interest-bearing deposits and total borrowed funds decreased 59 bps and 34 bps, respectively.

Average interest-earning assets increased $689 million, or 1%, from the prior year, as an increase in average loans and leases was partially offset by decreases in average securities and average money market investments.

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Average loans and leases increased $1.9 billion, or 3%, to $60.4 billion, primarily due to growth in average consumer and commercial loans. Average securities decreased $1.2 billion, or 7%, to $18.4 billion, largely due to principal reductions, net of reinvestments. The continued paydown of lower-yielding securities—consistent with the portfolio runoff that began in 2023—has improved the overall asset mix and contributed to a higher net interest margin.

Average interest-bearing liabilities increased $178 million, or less than 1%, from the prior year. This increase was primarily driven by an increase in average borrowed funds, reflecting an increase in long-term debt, partially offset by declines in short-term borrowings and security repurchase agreements.

Average deposits increased $113 million, or less than 1%, to $74.9 billion. Average interest-bearing deposits increased $52 million, while average noninterest-bearing deposits increased $61 million, representing 34% of total deposits in both 2025 and 2024.

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Average borrowed funds, primarily composed of secured borrowings, increased $126 million, or 2%, to $6.5 billion. This growth was driven by an increase in long-term debt, partially offset by declines in short-term advances from the FRB and security repurchase agreements. The increase in long-term debt reflects the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes in August 2025.

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 75. 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 72.

The following schedule summarizes the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets, as well as the cost of interest-bearing liabilities:

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CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS, AND RATES

Year Ended December 31,
202520242023
(Dollar amounts in millions)Average balanceInterestYield/Rate 1Average balanceInterestYield/Rate 1Average balanceInterestYield/Rate 1
ASSETS
Money market investments:
Interest-bearing deposits$1,671$734.37%$1,970$1065.40%$2,163$1125.18%
Federal funds sold and securities purchased under agreements to resell2,4201134.702,2031245.621,358765.57
Total money market investments4,0911864.564,1732305.523,5211885.33
Trading securities11454.623624.415312.86
Investment securities:
Available-for-sale9,1092953.249,6213323.4610,9003313.03
Held-to-maturity9,2502042.2110,0172242.2310,7312402.24
Total investment securities18,3594992.7219,6385562.8321,6315712.64
Loans held for sale16810NM704NM392NM
Loans and leases: 2
Commercial31,3891,8465.8830,6711,8426.0130,5191,6795.50
Commercial real estate13,5628906.5513,5329677.1413,0239086.98
Consumer15,4707945.1414,3447375.1413,1986394.84
Total loans and leases60,4213,5305.8458,5473,5466.0656,7403,2265.69
Total interest-earning assets83,1534,2305.0982,4644,3385.2681,9843,9884.86
Cash and due from banks715714662
Allowance for credit losses on loans and debt securities(687)(689)(632)
Goodwill and intangibles1,0841,0551,062
Other assets5,2895,2795,579
Total assets$89,554$88,823$88,655
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits:
Savings and money market$39,253$8422.14$38,796$1,0222.63$34,135$6501.90
Time10,4934083.8910,8985184.759,0284134.58
Total interest-bearing deposits49,7461,2502.5149,6941,5403.1043,1631,0632.46
Borrowed funds:
Federal funds purchased and security repurchase agreements1,117474.281,309685.193,3801694.98
Other short-term borrowings4,2231884.464,4582184.904,7412415.08
Long-term debt1,153726.16600376.07592366.09
Total borrowed funds6,4933074.736,3673235.078,7134465.11
Total interest-bearing liabilities56,2391,5572.7756,0611,8633.3251,8761,5092.91
Noninterest-bearing demand deposits25,12725,06629,703
Other liabilities1,5921,6431,797
Total liabilities82,95882,77083,376
Shareholders’ equity:
Preferred equity66423440
Common equity6,5305,6304,839
Total shareholders’ equity6,5966,0535,279
Total liabilities and shareholders’ equity$89,554$88,823$88,655
Spread on average interest-bearing funds2.32%1.94%1.95%
Impact of net noninterest-bearing sources of funds0.89%1.06%1.07%
Net interest margin$2,6733.21%$2,4753.00%$2,4793.02%
Memo: total cost of deposits$74,8731,2501.67%$74,7601,5402.06%$72,8661,0631.46%
Memo: total deposits and interest-bearing liabilities$81,3661,5571.92%$81,1271,8632.28%$81,5791,5091.87%

1 Taxable-equivalent rates used where applicable.

2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs.

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The following schedule summarizes year-over-year changes in net interest income on a fully taxable-equivalent basis for the periods presented. For yield calculations, average loan balances include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized as interest income; instead, they are applied as reductions to the outstanding principal. Additionally, interest on modified loans is generally accrued at the modified rates.

In analyzing changes in taxable-equivalent net interest income attributable to volume and rate, variances are primarily allocated to volume, with the following exceptions: (1) when both volume and rate increase, the variance is allocated proportionately between the two factors, and (2) when the rate increases and volume decreases, the variance is allocated to rate.

ANALYSIS OF CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME

2025 over 20242024 over 2023
Changes due toTotal changesChanges due toTotal changes
(In millions)VolumeRate1VolumeRate1
INTEREST-EARNING ASSETS
Money market investments:
Interest-bearing deposits$(13)$(20)$(33)$(10)$4$(6)
Federal funds sold and securities purchased under agreements to resell9(20)(11)4848
Total money market investments(4)(40)(44)38442
Trading securities3311
Securities:
Available-for-sale(17)(20)(37)(39)401
Held-to-maturity(17)(3)(20)(15)(1)(16)
Total securities(34)(23)(57)(54)39(15)
Loans held for sale10(4)622
Loans and leases2
Commercial43(39)48155163
Commercial real estate4(81)(77)372259
Consumer5757574198
Total loans and leases104(120)(16)102218320
Total interest-earning assets79(187)(108)88262350
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Saving and money market12(192)(180)97275372
Time(16)(94)(110)8916105
Total interest-bearing deposits(4)(286)(290)186291477
Borrowed funds:
Federal funds purchased and security repurchase agreements(9)(12)(21)(104)3(101)
Other short-term borrowings(11)(19)(30)(14)(9)(23)
Long-term debt353511
Total borrowed funds15(31)(16)(117)(6)(123)
Total interest-bearing liabilities11(317)(306)69285354
Change in taxable-equivalent net interest income$68$130$198$19$(23)$(4)

1 Taxable-equivalent rates used where applicable.

2 Net of unearned income and fees, net of related costs. Loans include nonaccrual and modified loans.

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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 ALLL represents the estimated current expected credit losses related to the loan and lease portfolio as of the balance sheet date. The RULC represents the estimated reserve for current expected credit losses associated with off-balance sheet commitments. Changes in the ALLL and RULC, net of charge-offs and recoveries, are recognized as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, on the consolidated statement of income. The ACL for debt securities is estimated separately from loans and is included in “Investment securities” on the consolidated balance sheet.

The ACL was $724 million at December 31, 2025, compared with $741 million at December 31, 2024. The decrease in the ACL primarily reflects lower reserves associated with CRE portfolio-specific risks, partially offset by more adverse economic scenarios and increased growth in loans and commitments. The ratio of ACL to total loans and leases was 1.19% at December 31, 2025, compared with 1.25% at December 31, 2024. The following schedule illustrates the primary drivers of changes in the ACL compared with the prior year.

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Our ACL estimate is derived using econometric loss models that incorporate multiple economic scenarios, including optimistic, baseline, and stressed conditions. These scenarios are weighted to determine the overall credit loss estimate, and management may adjust the weightings based on its assessment of current economic conditions and reasonable and supportable forecasts. The schedule above summarizes the key drivers of the year-over-year change in the ACL, reflecting the combined effect of economic forecasts, credit quality trends and portfolio-specific risks, and portfolio composition.

The second bar reflects the impact of changes in economic forecasts and current economic conditions, incorporating management’s judgment in determining the scenario weightings for the current period. These changes resulted in a $58 million increase in the ACL compared with the prior year, primarily driven by the increased weighting assigned to more adverse economic scenarios.

The third bar captures changes in credit quality factors, including risk grade migration, portfolio-specific risks, and specific reserves on loans. Collectively, these factors contributed to a $78 million decrease in the ACL, largely driven by reduced CRE portfolio-specific risks.

The fourth bar represents the effect of changes in the composition of the loan portfolio, including shifts in loan balances and mix, the aging of the portfolio, and other qualitative risk factors. These changes resulted in a $3 million increase in the ACL, primarily driven by $1.5 billion in period-end loan growth, partially offset by changes in the loan portfolio mix.

The provision for credit losses, which includes both the provision for loan and lease losses and the provision for unfunded lending commitments, was $72 million in both 2025 and 2024. The provision for securities losses was less than $1 million during each of those years.

For more information regarding the methodology used to determine the appropriate levels of the ALLL and RULC, see Note 6 of the Notes to Consolidated Financial Statements.

Noninterest Income

Noninterest income is comprised of revenue generated from products and services that typically do not bear an associated interest rate or yield. It is categorized as either customer-related or noncustomer-related. Customer-related noninterest income excludes items such as securities gains and losses, dividends, and insurance-related income.

Noninterest income accounted for 22% of total net revenue (the sum of net interest income and noninterest income) in both 2025 and 2024. In 2025, noninterest income increased $58 million, or 8%, relative to the prior year. The following schedule presents a comparison of the major components of noninterest income:

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NONINTEREST INCOME

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
Commercial account fees$185$32%$182$85%$174
Card fees95(1)(1)96(5)(5)101
Retail and business banking fees75812671266
Loan-related fees and income755770(9)(11)79
Capital markets fees and income 111665110334377
Wealth management fees57(1)(2)5858
Other customer-related fees593556(5)(8)61
Customer-related noninterest income662234639234616
Dividends and other income442542(15)(26)57
Securities gains (losses), net5233NM1915NM4
Noncustomer-related noninterest income96355761NM61
Total noninterest income$758$588$700$233$677
Adjusted customer-related noninterest income 2$671$325$639$193$620

1 Effective the first quarter of 2025, capital markets fees and income include the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.

2 Net of CVA. For information on non-GAAP financial measures, see page 84.

Customer-related Noninterest Income

Consistent with our key corporate objectives, we prioritize strengthening and expanding both new and existing relationships by delivering high-quality products and services to commercial, small business, and consumer customers, thereby benefiting noninterest income through enhanced service offerings.

Customer-related noninterest income increased $23 million, or 4%, in 2025, compared with the prior year. Key drivers of this growth included:

•Retail and business banking fees increased $8 million, or 12%, mainly due to an increase in overdraft and deposit service fees.

•Capital markets fees increased $6 million, or 5%. Excluding the impact of net CVA, capital markets fees and income increased $15 million, or 14%, benefiting from higher customer swap fee revenue and increased investment banking advisory fees.

•Loan-related fees and income increased $5 million, or 7%, primarily due to increased loan sales activity.

•Commercial account fees increased $3 million or 2%, largely due to an increase in account analysis fees, partially offset by a decrease in merchant fees.

Noncustomer-related Noninterest Income

Noncustomer-related noninterest income increased $35 million, or 57%, in 2025, relative to the prior year. Net securities gains increased $33 million, largely attributable to valuation adjustments within our SBIC investment portfolio.

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Noninterest Expense

The following schedule presents a comparison of the major components of noninterest expense:

NONINTEREST EXPENSE

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
Salaries and employee benefits$1,350$635%$1,287$121%$1,275
Technology, telecom, and information processing276166260208240
Occupancy and equipment, net1665316111160
Professional and legal services61(3)(5)642362
Marketing and business development64194245(1)(2)46
Deposit insurance and regulatory expense64(27)(30)91(78)(46)169
Credit-related expense2525(1)(4)26
Other real estate expense, net(2)(1)NM(1)(1)NM
Other1342018114(5)(4)119
Total noninterest expense$2,138$924$2,046$(51)(2)$2,097
Adjusted noninterest expense (non-GAAP)$2,122$975$2,025$392$1,986

Noninterest expense increased $92 million, or 4%, in 2025. Salaries and benefits expense accounted for approximately 63% of total noninterest expense in both 2025 and 2024. The following schedule presents the major components of salaries and employee benefits expense:

SALARIES AND EMPLOYEE BENEFITS

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
Salaries and bonuses$1,120$596%$1,061$4%$1,057
Employee benefits:
Employee health and insurance104(1)(1)10555100
Retirement and profit sharing523649(2)(4)51
Payroll taxes and other fringe benefits7423725767
Total employee benefits2304222684218
Total salaries and employee benefits$1,350$635$1,287$121$1,275
Full-time equivalent employees at December 319,195(211)(2)9,406(273)(3)9,679

Salaries and employee benefits expense increased $63 million, or 5%, primarily due to increased incentive compensation accruals reflecting improved profitability, along with higher base salaries and severance costs. At December 31, 2025, we had 9,195 full-time equivalent employees, representing a decrease of approximately 2% compared with the prior year.

Other drivers impacting total noninterest expense included:

•Other noninterest expense increased $20 million, primarily due to higher subscription costs, success fee accrual adjustments related to SBIC investments, impairment of certain long-lived assets, and legal settlement reserves.

•Marketing and business development expense increased $19 million, largely attributable to a $15 million donation to our charitable foundation, which will be used over the next three years to make charitable donations that otherwise would have been nondeductible as a result of recent tax law changes that became effective on January 1, 2026.

•Technology, telecom, and information processing expense increased $16 million, primarily driven by higher costs associated with application software, licensing, and maintenance.

These increases were partially offset by a $27 million reduction in deposit insurance and regulatory expense, primarily due to updated FDIC special assessment estimates.

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Adjusted noninterest expense increased $97 million, or 5%, primarily due to the same factors noted above. The efficiency ratio improved to 62.6%, compared with 64.2%, reflecting positive operating leverage as adjusted taxable-equivalent revenue outpaced adjusted noninterest expense. Excluding the $15 million charitable contribution, adjusted noninterest expense for 2025 would have been $2.11 billion, resulting in an efficiency ratio of 62.2%. For information on non-GAAP financial measures, see page 84.

Technology Spend

We invest in technology initiatives designed to improve our products and services, increase our operational efficiency, and enable us to remain competitive. We report these investments as technology spend, which includes the following:

•Technology, telecom, and information processing expense — includes current period expenses presented on the consolidated statement of income related to application software licensing and maintenance, telecommunications, and data processing, less related amortization and depreciation of capitalized technology investments;

•Other technology-related expense — includes related noncapitalized salaries and employee benefits, occupancy and equipment, and professional and legal services; and

•Technology investments — includes capitalized technology infrastructure equipment, hardware, and software (both purchased and internally developed).

The following schedule presents the composition of our technology spend:

TECHNOLOGY SPEND

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
Technology, telecom, and information processing expense$276$166%$260$208%$240
Less: related non-cash amortization and depreciation(78)1(1)(79)(8)11(71)
Other technology-related expense25321251198232
Capitalized technology investments59257434(48)(59)82
Total technology spend$510$449$466$(17)(4)$483

Total technology spend increased $44 million, or 9%, compared with the prior year. This increase was driven by higher capitalized technology investments associated with lending and customer-focused technology initiatives. In addition, technology, telecom, and information processing expense increased, largely reflecting the previously noted increases in application software, licensing, and maintenance costs.

Income Taxes

The following schedule summarizes the income tax expense and effective tax rates for the periods presented:

INCOME TAXES

(Dollar amounts in millions)202520242023
Income before income taxes$1,175$1,012$886
Income tax expense276228206
Effective tax rate23.5%22.5%23.3%

The effective tax rate was 23.5%, 22.5%, and 23.3%, for the years ended 2025, 2024, and 2023, respectively. For more information about the factors affecting our effective tax rate, the significant components of our DTAs and DTLs, and unrecognized tax benefits related to uncertain tax positions, see Note 20 of the Notes to Consolidated Financial Statements.

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Preferred Stock Dividends

Preferred stock dividends totaled $4 million in 2025, $41 million in 2024, and $32 million in 2023. The decrease from the prior year was due to the redemption of the outstanding shares of our Series G, I, and J preferred stock during the fourth quarter of 2024. For further details, see Note 14 of the Notes to Consolidated Financial Statements.

Operating Segment Results

As described under Item 1. Business on page 5, we manage our operations through seven affiliate banks—Zions Bank, CB&T, Amegy, NBAZ, NSB, Vectra, and TCBW—which constitute our primary operating segments. Each affiliate operates in distinct geographic markets under its own local brand and management team. The affiliate banks are supported by an enterprise‑level “Other” segment, which provides governance and risk oversight, capital allocation, strategic objectives, centralized technology infrastructure, back‑office operations, and certain business lines that are not managed through the affiliate structure.

Centrally provided services are allocated to the operating segments based on estimated or actual usage of those services. Capital is allocated according to the risk-weighted assets held by each segment. We utilize an internal funds transfer pricing process to measure segment performance. This methodology is subject to ongoing refinement. For more information regarding operating segment performance, see Note 22 of the Notes to Consolidated Financial Statements.

Selected financial information for each operating segment is presented below. Ratios are calculated using amounts in thousands. All references to domestic deposits by state are based on FDIC deposit market share data for full-service institutions with at least three branches as of June 30, 2025.

Zions Bank

Zions Bank, headquartered in Salt Lake City, Utah, operated 92 branches in Utah, 25 branches in Idaho, and one branch in Wyoming at December 31, 2025. Based on domestic deposit market share in these states, Zions Bank ranked as the second largest full-service commercial bank in Utah and the fifth largest in Idaho. FDIC deposit market share data for Wyoming at June 30, 2025 was not considered meaningful.

ZIONS BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
SELECTED INCOME STATEMENT DATA
Net interest income$738$467%$692$(6)(1)%$698
Provision for credit losses1422NM(8)(28)NM20
Noninterest income19032187(5)(3)192
Noninterest expense570(1)571(11)(2)582
Income (loss) before income taxes3442893162810288
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial8,093(162)(2)8,255(269)(3)8,524
Commercial real estate2,96117862,7836222,721
Consumer3,99017043,82027883,542
Total loans15,044186114,8587114,787
Total deposits21,155(169)(1)21,324632320,692
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$811NM$(3)(22)NM$19
Ratio of net charge-offs (recoveries) to average loans and leases0.05%(0.02)%0.13%
Allowance for credit losses$16175$154(3)(2)$157
Ratio of allowance for credit losses to net loans and leases, at year end1.07%1.04%1.10%
Nonperforming assets$5829NM$29312$26
Ratio of nonperforming assets to net loans and leases and other real estate owned0.39%0.20%0.18%

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California Bank & Trust

California Bank & Trust, headquartered in San Diego, California, operated 77 branches across California at December 31, 2025. Based on domestic deposit market share in the state, CB&T ranked as the 13th largest full-service commercial bank in California.

In January 2025, Southern California experienced devastating wildfires. Our credit losses were insignificant, primarily due to adequate insurance coverage and our limited residential credit exposure in the affected areas.

In late March 2025, we purchased four FirstBank Coachella Valley, California branches and their associated deposit and loan accounts. In addition to the four branches, the purchase included approximately $630 million in deposits and $420 million in consumer and commercial loans.

CALIFORNIA BANK AND TRUST SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
SELECTED INCOME STATEMENT DATA
Net interest income$647$6311%$584$(18)(3)%$602
Provision for credit losses53112642(2)(5)44
Noninterest income1265412154116
Noninterest expense433307403(8)(2)411
Income (loss) before income taxes2872710260(3)(1)263
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial7,57227747,295(30)7,325
Commercial real estate4,228(16)4,244(98)(2)4,342
Consumer3,641601203,040530212,510
Total loans15,441862614,579402314,177
Total deposits15,8681,339914,529(505)(3)15,034
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$581535$4333NM$10
Ratio of net charge-offs (recoveries) to average loans and leases0.38%0.30%0.07%
Allowance for credit losses$153(14)(8)$16753$162
Ratio of allowance for credit losses to net loans and leases, at year end1.01%1.17%1.15%
Nonperforming assets$10544$1011923$82
Ratio of nonperforming assets to net loans and leases and other real estate owned0.68%0.69%0.58%

Amegy Bank

Amegy Bank, headquartered in Houston, Texas, operated 76 branches across Texas at December 31, 2025. Based on domestic deposit market share in the state, Amegy ranked as the eighth largest full-service commercial bank in Texas.

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AMEGY BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
SELECTED INCOME STATEMENT DATA
Net interest income$565$6914%$496$399%$457
Provision for credit losses8(14)(64)2274715
Noninterest income189148175(9)(5)184
Noninterest expense4659245631453
Income (loss) before income taxes28188461932012173
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial8,45860787,85158987,262
Commercial real estate2,4622412,438290142,148
Consumer3,545(40)(1)3,585(2)3,587
Total loans14,465591413,874877712,997
Total deposits15,319(30)15,349(42)15,391
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$5125$4(1)(20)$5
Ratio of net charge-offs (recoveries) to average loans and leases0.04%0.03%0.04%
Allowance for credit losses$1591813$14121$139
Ratio of allowance for credit losses to net loans and leases, at year end1.12%1.05%1.08%
Nonperforming assets$58(18)(24)$7641NM$35
Ratio of nonperforming assets to net loans and leases and other real estate owned0.40%0.55%0.27%

National Bank of Arizona

National Bank of Arizona, headquartered in Phoenix, Arizona, operated 56 branches across Arizona at December 31, 2025. Based on domestic deposit market share in the state, NBAZ ranked as the fifth largest full-service commercial bank in Arizona.

NATIONAL BANK OF ARIZONA SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
SELECTED INCOME STATEMENT DATA
Net interest income$262$177%$245$(4)(2)%$249
Provision for credit losses(14)(31)NM1713NM4
Noninterest income4412433840
Noninterest expense195(1)(1)19621194
Income (loss) before income taxes125506775(16)(18)91
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial2,5303412,496(101)(4)2,597
Commercial real estate1,560(172)(10)1,732(39)(2)1,771
Consumer1,5018561,416157121,259
Total loans5,591(53)(1)5,644175,627
Total deposits6,9688416,8843916,845
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$32NM$1$1
Ratio of net charge-offs (recoveries) to average loans and leases0.05%0.02%0.02%
Allowance for credit losses$49(24)(33)$731935$54
Ratio of allowance for credit losses to net loans and leases, at year end0.88%1.28%1.02%
Nonperforming assets$14440$10(2)(17)$12
Ratio of nonperforming assets to net loans and leases and other real estate owned0.25%0.18%0.21%

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Nevada State Bank

Nevada State Bank, headquartered in Las Vegas, Nevada, operated 43 branches across Nevada at December 31, 2025. Based on domestic deposit market share in the state, NSB ranked as the fifth largest full-service commercial bank in Nevada.

NEVADA STATE BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
SELECTED INCOME STATEMENT DATA
Net interest income$213$168%$197$53%$192
Provision for credit losses(2)982(11)(53)NM42
Noninterest income525271645
Noninterest expense174(3)(2)17732174
Income (loss) before income taxes9310128362NM21
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial1,6209461,526180131,346
Commercial real estate770(51)(6)821(30)(4)851
Consumer1,340711,3339981,234
Total loans3,7305013,68024973,431
Total deposits7,23615727,079(60)(1)7,139
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$3(4)(57)$74NM$3
Ratio of net charge-offs (recoveries) to average loans and leases0.08%0.20%0.09%
Allowance for credit losses$46(7)(13)$53(13)(20)$66
Ratio of allowance for credit losses to net loans and leases, at year end1.24%1.49%1.95%
Nonperforming assets$34(8)(19)$42(4)(9)$46
Ratio of nonperforming assets to net loans and leases and other real estate owned0.91%1.14%1.34%

Vectra Bank Colorado

Vectra Bank Colorado, headquartered in Denver, Colorado, operated 33 branches in Colorado and one branch in New Mexico at December 31, 2025. Based on domestic deposit market share in the state, Vectra ranked as the 15th largest full-service commercial bank in Colorado. FDIC deposit market share data for Vectra in New Mexico at June 30, 2025 was not considered meaningful.

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VECTRA BANK COLORADO SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
SELECTED INCOME STATEMENT DATA
Net interest income$143$(5)(3)%$148$(3)(2)%$151
Provision for credit losses96NM3(4)(57)7
Noninterest income36724291428
Noninterest expense137137(4)(3)141
Income (loss) before income taxes33(4)(11)3761931
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial1,527(175)(10)1,702(62)(4)1,764
Commercial real estate692(100)(13)792(150)(16)942
Consumer1,4332421,4097861,331
Total loans3,652(251)(6)3,903(134)(3)4,037
Total deposits3,490(102)(3)3,5929733,495
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$9$97NM$2
Ratio of net charge-offs (recoveries) to average loans and leases0.23%0.22%0.05%
Allowance for credit losses$40(1)(2)$41(4)(9)$45
Ratio of allowance for credit losses to net loans and leases, at year end1.04%1.01%1.12%
Nonperforming assets$17(12)(41)$291381$16
Ratio of nonperforming assets to net loans and leases and other real estate owned0.47%0.74%0.40%

The Commerce Bank of Washington

The Commerce Bank of Washington, headquartered in Seattle, Washington, operates under the name “The Commerce Bank of Washington” within Washington and as “The Commerce Bank of Oregon” in Portland, Oregon. At December 31, 2025, TCBW operated two branches in Washington and one branch in Oregon. FDIC deposit market share data for TCBW in Washington and Oregon at June 30, 2025 was not considered meaningful.

THE COMMERCE BANK OF WASHINGTON SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2025Amount changePercent change2024Amount changePercent change2023
SELECTED INCOME STATEMENT DATA
Net interest income$71$813%$63$23%$61
Provision for credit losses3(6)(67)97NM2
Noninterest income881147
Noninterest expense363933(2)(6)35
Income (loss) before income taxes40113829(2)(6)31
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial1,3078871,219151141,068
Commercial real estate7245686687112597
Consumer673564(5)(7)69
Total loans2,09814781,951217131,734
Total deposits1,042(132)(11)1,1746961,105
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$32NM$11NM$
Ratio of net charge-offs (recoveries) to average loans and leases0.15%0.06%%
Allowance for credit losses$19$19873$11
Ratio of allowance for credit losses to net loans and leases, at year end0.95%1.05%0.65%
Nonperforming assets$3024NM$6(2)(25)$8
Ratio of nonperforming assets to net loans and leases and other real estate owned1.43%0.31%0.46%

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BALANCE SHEET ANALYSIS

Interest-earning Assets

Interest-earning assets—which include loans and leases, investment securities, and money market investments—carry associated interest rates or yields. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding average balances, the associated revenue generated, and the corresponding yields of these assets, see the Average Balance Sheet on page 39.

AVERAGE LOANS AND LEASES, INVESTMENT SECURITIES, AND

MONEY MARKET INVESTMENTS (at December 31)

Investment Securities Portfolio

Investment securities are classified as either available-for-sale (“AFS”) or held-to-maturity (“HTM”), and are primarily used to provide balance sheet liquidity. The portfolio largely consists of securities that can be readily converted to cash or used to generate liquidity through secured borrowing agreements, without the need to sell the securities. Our investment securities portfolio also helps to balance the inherent interest rate mismatch between loans and deposits, thereby helping to preserve the economic value of shareholders’ equity. The estimated deposit duration at December 31, 2025 was assumed to be longer than the loan duration (including swaps). At December 31, 2025, the estimated duration of the investment securities portfolio, which measures price sensitivity to interest rate changes, was 3.8 years, compared with 3.4 years at December 31, 2024, reflecting slower realized prepayment assumptions than previously modeled.

For more information about our borrowing capacity associated with the investment securities portfolio and our approach to managing liquidity risk, refer to the “Liquidity Risk Management” section on page 75.

For more information on fair value measurements and the accounting for our investment securities portfolio, refer to Note 3 and Note 5 of the Notes to Consolidated Financial Statements.

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INVESTMENT SECURITIES PORTFOLIO

December 31, 2025December 31, 2024
(In millions)Par ValueAmortized costFair valuePar ValueAmortized costFair value
Available-for-sale
U.S. Treasury securities$1,500$1,500$1,411$780$781$662
U.S. Government agencies and corporations:
Agency securities317313298446441415
Agency guaranteed mortgage-backed securities7,2137,2076,2237,6567,7136,451
Small Business Administration loan-backed securities334355341427455434
Municipal securities8849539091,0961,1861,108
Other debt securities252525252525
Total available-for-sale10,27310,3539,20710,43010,6019,095
Held-to-maturity
U.S. Government agencies and corporations:
Agency securities$137$137$134$148$148$140
Agency guaranteed mortgage-backed securities10,0088,4598,54510,9839,2028,941
Municipal securities271271261319319301
Total held-to-maturity10,4168,8678,94011,4509,6699,382
Total investment securities$20,689$19,220$18,147$21,880$20,270$18,477

The amortized cost of total investment securities decreased $1.1 billion, or 5%, during 2025, primarily due to principal reductions net of reinvestments. At December 31, 2025, approximately 6% of the portfolio consisted of floating-rate instruments, compared with 7% at December 31, 2024. Additionally, at December 31, 2025, we had active pay-fixed interest rate swaps with an aggregate notional amount of $6.7 billion. These swaps are designated as fair value hedges of fixed-rate AFS securities and effectively convert the fixed interest income on the hedged portion of the securities to a floating rate.

At December 31, 2025, the AFS investment securities portfolio included approximately $80 million in net premium, distributed across various security categories. Taxable-equivalent premium amortization for these investment securities totaled $46 million in 2025, compared with $57 million in 2024.

For more information regarding our investment securities portfolio, swaps, and related unrealized gains and losses, refer to the “Interest Rate Risk Management” section on page 72, the “Capital Management” section on page 80, and Note 5 of the Notes to Consolidated Financial Statements.

Municipal Investments and Extensions of Credit

We support our communities by offering a range of financial products and services to state and local governments (“municipalities”), including deposit services, lending solutions, and investment banking services. Additionally, we invest in securities issued by municipal entities.

Our municipal lending portfolio generally includes obligations that are repaid from, or secured by, the general funds or pledged revenues of municipalities, as well as by real estate or equipment. We also extend credit to private commercial and 501(c)(3) not-for-profit organizations that utilize a pass-through municipal structure to benefit from favorable tax treatment.

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The following schedule presents our total investments and extensions of credit to municipalities:

MUNICIPAL INVESTMENTS AND EXTENSIONS OF CREDIT

December 31,
(In millions)20252024
Loans and leases$4,294$4,364
Unfunded lending commitments384524
Available-for-sale – municipal securities9091,108
Held-to-maturity – municipal securities271319
Trading – municipal securities6435
Total$5,922$6,350

Our municipal loans and securities are primarily concentrated within our geographic footprint. At December 31, 2025, approximately $2 million of municipal loans and leases were on nonaccrual, compared with $11 million at December 31, 2024. These nonaccrual loans were extended to private commercial entities that utilize a pass-through municipal structure to benefit from favorable tax treatment.

Municipal securities are internally risk-graded, using methodologies aligned with those applied to loans, with grading frameworks tailored to the size and nature of the credit exposure. These internal risk grades—Pass, Special Mention, and Substandard—are consistent with published regulatory risk classifications. At December 31, 2025, all municipal securities were rated as Pass. For additional information about the credit quality of our municipal loans and securities, see Notes 5 and 6 of the Notes to Consolidated Financial Statements.

Loan and Lease Portfolio

We offer a wide range of lending products to commercial customers, primarily small- and medium-sized businesses, as well as other products secured by CRE. Additionally, we provide various retail banking products and services to consumers and small businesses.

The following schedule presents the composition of our loan and lease portfolio:

LOAN AND LEASE PORTFOLIO

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of total loansAmount% of total loans
Commercial:
Commercial and industrial$17,76129.2%$16,89128.4%
Owner-occupied9,27415.29,33315.7
Municipal4,2947.04,3647.4
Leasing3670.63770.6
Total commercial31,69652.030,96552.1
Commercial real estate:
Term11,23418.410,70318.0
Construction and land development2,1623.62,7744.7
Total commercial real estate13,39622.013,47722.7
Consumer:
1-4 family residential10,46217.29,93916.7
Home equity credit line3,9506.53,6416.1
Construction and other consumer real estate7821.38101.4
Bankcard and other revolving plans5150.84570.8
Other1160.21210.2
Total consumer15,82526.014,96825.2
Total loans and leases$60,917100.0%$59,410100.0%

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During 2025, the loan and lease portfolio increased $1.5 billion, or 3%, to $60.9 billion. This growth was primarily driven by increases in the commercial and industrial, term CRE, and consumer 1-4 family residential mortgage loan portfolios. The ratio of loans and leases to total assets was 68% at December 31, 2025, compared with 67% at December 31, 2024. Commercial and industrial loans remained the largest loan segment, representing 29% and 28% of total loans for the same respective periods.

The following schedule presents the contractual maturity distribution of our loan and lease portfolio:

LOAN AND LEASE PORTFOLIO BY CONTRACTUAL MATURITY

December 31, 2025
(In millions)One year or lessOne year through five yearsFive years through fifteen yearsOver fifteen yearsTotal
Commercial:
Commercial and industrial$3,706$12,026$1,977$52$17,761
Owner-occupied5102,0805,3071,3779,274
Municipal4176732,2699354,294
Leasing34225108367
Total commercial4,66715,0049,6612,36431,696
Commercial real estate:
Term3,6905,4931,90015111,234
Construction and land development7001,39638282,162
Total commercial real estate4,3906,8891,93817913,396
Consumer:
1-4 family residential62016710,26910,462
Home equity credit line15463,8983,950
Construction and other consumer real estate1122758782
Bankcard and other revolving plans318197515
Other97928116
Total consumer33530226314,92515,825
Total loans and leases$9,392$22,195$11,862$17,468$60,917

Our loans and leases have either predetermined (fixed) or variable interest rates. The following schedule presents the interest rate composition of our loan and lease portfolio with contractual maturities greater than one year, excluding the impact of any interest rate swaps associated with the portfolio. For more information about our interest rate risk management, see “Interest Rate Risk Management” section on page 72.

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LOAN AND LEASE PORTFOLIO WITH CONTRACTUAL MATURITIES OVER ONE YEAR BY INTEREST RATE TYPE

December 31, 2025
Loans with contractual maturities over one year
(In millions)Predetermined (fixed) interest ratesVariable interest ratesTotal
Commercial:
Commercial and industrial$2,006$12,049$14,055
Owner-occupied2,8145,9508,764
Municipal2,6621,2153,877
Leasing333333
Total commercial7,81519,21427,029
Commercial real estate:
Term1,4936,0517,544
Construction and land development131,4491,462
Total commercial real estate1,5067,5009,006
Consumer:
1-4 family residential1,1749,28210,456
Home equity credit line1823,7673,949
Construction and other consumer real estate781781
Bankcard and other revolving plans1196197
Other1061107
Total consumer1,46314,02715,490
Total loans and leases$10,784$40,741$51,525

Other Noninterest-bearing Investments

Other noninterest-bearing investments consist of equity investments held primarily for capital appreciation, dividends, or to meet certain regulatory requirements. The following schedule presents our related investments.

OTHER NONINTEREST-BEARING INVESTMENTS

December 31,Amount changePercent change
(Dollar amounts in millions)20252024
Bank-owned life insurance$573$562$112%
Federal Home Loan Bank stock100124(24)(19)
Federal Reserve stock5465(11)(17)
Farmer Mac stock3128311
SBIC investments2712046733
Other47371027
Total other noninterest-bearing investments$1,076$1,020$565

Other noninterest-bearing investments increased $56 million, or 5%, during 2025, This growth was primarily attributable to higher balances within our SBIC investment portfolio, partially offset by reductions in holdings of FHLB and Federal Reserve stock.

The SBIC investment portfolio increased $67 million, largely driven by new investments and valuation adjustments on related investments. The reduction in FHLB stock resulted from lower FHLB borrowings. To maintain borrowing capacity, we are required to hold FHLB stock equal to approximately 4-5% of our outstanding FHLB borrowings.

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Premises, Equipment, and Software

In July 2024, we successfully completed the final phase of a multi-year project to replace our core loan and deposit banking systems. As a result, we transitioned substantially all commercial, CRE, and non-mortgage consumer loans, as well as deposit accounts, to a modern, integrated core platform.

We continue to invest in additional lending, deposit, and other customer-focused technology initiatives aimed at further modernizing our systems, improving customer experiences, and enhancing operational performance. For additional information about our premises, equipment, and software, see Note 9 of the Notes to Consolidated Financial Statements.

The following schedule summarizes the capitalized costs associated with the core system replacement project, which are amortized using a useful life of ten years:

CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT

December 31, 2025
(In millions)Phase 1Phase 2Phase 3Total
Total amount of capitalized costs, less accumulated amortization$8$27$186$221
End of scheduled amortization periodQ2 2027Q1 2029Q2 2033

Deposits

Deposits are our primary funding source. The following schedule presents the composition of our deposit portfolio:

DEPOSIT PORTFOLIO

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of total depositsAmount% of total deposits
Deposits by type
Noninterest-bearing demand$25,82334.1%$24,70432.4%
Interest-bearing:
Savings and money market39,91452.840,03752.5
Time6,0708.06,4488.5
Brokered3,8375.15,0346.6
Total interest-bearing49,82165.9%51,51967.6%
Total deposits$75,644100.0%$76,223100.0%
Deposit-related metrics
Estimated amount of insured deposits$41,22855%$41,83655%
Estimated amount of uninsured deposits34,41645%34,38745%
Estimated amount of collateralized deposits 1$3,2124%$3,1994%
Loan-to-deposit ratio81%78%

1 Includes both insured and uninsured deposits.

Total deposits declined $579 million, or 1%, in 2025. Interest-bearing deposits decreased $1.7 billion, primarily due to a reduction in brokered deposits. This decline was partially offset by a $1.1 billion increase in noninterest-bearing demand deposits, mainly driven by the migration of a consumer interest-bearing product into a new noninterest-bearing offering. At December 31, 2025, customer deposits (excluding brokered deposits) totaled $71.8 billion, compared with $71.2 billion at December 31, 2024. These balances included approximately $6.8 billion and $7.0 billion of reciprocal deposits, respectively.

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At December 31, 2025, the total estimated amount of uninsured deposits was $34.4 billion, or 45% of total deposits, compared with $34.4 billion, or 45%, at December 31, 2024. Our loan-to-deposit ratio was 81%, compared with 78% for the same respective periods. For more information on liquidity, including the ratio of available liquidity to uninsured deposits, see “Liquidity Risk Management” on page 75.

RISK MANAGEMENT

As outlined in Item 1A. Risk Factors on page 14, we are exposed to a broad range of risks. Oversight of these risks is allocated across various management committees, with the Enterprise Risk Management Committee serving as the primary coordinating body. To address these risks, we employ comprehensive risk management practices designed to promote prudent risk-taking and effective oversight. Risk management is embedded in our operations and functions as a critical driver of overall performance, closely aligned with our key strategic objectives.

Our Risk Management Framework is structured around a three-lines-of-defense model, with clearly defined responsibilities for each line:

1.The first line of defense represents business units and functions engaged in revenue generation, expense management, operational support, and technology services. These groups are directly accountable for identifying, owning, and managing the risks inherent in their activities.

2.The second line of defense represents independent risk management and compliance functions responsible for assessing and overseeing risk-related activities across the organization.

3.The third line of defense is the internal audit function, which provides an independent assessment of the effectiveness of both the first and second lines of defense.

To support management’s efforts, the Board has established specialized committees responsible for overseeing the Bank's risk management processes:

•The Audit Committee assists the Board in monitoring the quality and integrity of the Bank's accounting, auditing, and financial reporting practices, while also ensuring compliance with applicable laws, regulations, and standards.

•The ROC provides governance over ERM activities. In accordance with its charter, the ROC meets regularly to review ERM processes, monitor risk exposures, and approve ERM policies and initiatives.

Credit Risk Management

Credit risk represents the potential for loss resulting from the failure of a borrower, guarantor, or other obligor to perform in accordance with the terms of a credit-related agreement. This risk arises primarily from our lending activities and from off-balance sheet credit instruments.

The Board, through the ROC, approves key credit policies, monitors adherence to those policies, and oversees alignment with the credit risk appetite established in the Risk Management Framework. The Board has delegated responsibility for credit risk management and for approving changes to credit policies to the Chief Credit Officer, who chairs the Credit Risk Committee.

Our approach to credit risk management is supported by formal credit policies and standards, risk management practices, and independent credit examination functions that together establish a consistent framework for sound underwriting and credit decision-making across our local banking affiliates. We emphasize strong underwriting standards and the early identification of potential problem credits to facilitate timely corrective actions and mitigate potential losses.

Our credit policies and practices are designed to mitigate key risks inherent in our lending activities, including risks related to borrower creditworthiness, cash flow volatility, collateral protection and valuation, concentrations of credit exposure, and external factors that may affect borrower performance or collateral values. Key elements of these policies include requirements for sensitivity and scenario analysis to assess borrower resilience—particularly the capacity to meet repayment obligations under adverse economic conditions, such as rising interest rates—as well

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as requirements for borrowers to maintain insurance coverage on collateralized properties at levels appropriate to the nature and extent of the credit exposure.

To strengthen oversight and objectivity, our credit risk management function operates independently from the lending function and is responsible for establishing credit risk standards, monitoring portfolio quality, and providing independent assessment of credit activities. We maintain well-defined standards for evaluating our loan portfolio and employ a comprehensive loan risk-grading system to assess and monitor potential credit risk exposure.

In addition, our internal credit examination department, which is independent of lending operations, conducts periodic reviews of lending departments and credit activities. These examinations assess credit quality, documentation adequacy, administration of loan risk grades, and compliance with established credit policies. Examinations related to the ACL are reported to both the Audit Committee and the ROC.

Our business activities are conducted primarily within the geographic footprint of our banking affiliates. To manage and limit undue concentrations of credit risk, we adhere to established concentration limits by industry, collateral type, geographic location, and individual customer or counterparty. These limits apply to certain commercial industries and portfolios, including leveraged lending, municipal lending, oil and gas-related lending, and various types of CRE lending—particularly construction and land development, multifamily, industrial, and office properties. Concentration limits are actively monitored and adjusted as conditions warrant.

U.S. Government Agency Guaranteed Loans

We participate in several guaranteed lending programs sponsored by U.S. government agencies, including the U.S. Small Business Administration (“SBA”), Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2025, approximately $617 million in loans were guaranteed, primarily by the SBA. The following schedule presents the composition of our U.S. government agency-guaranteed loan portfolio:

U.S. GOVERNMENT AGENCY GUARANTEED LOANS

(Dollar amounts in millions)December 31, 2025Percent guaranteedDecember 31, 2024Percent guaranteed
Commercial$76677%$68778%
Commercial real estate31712576
Consumer41004100
Total loans$80177$71678

Commercial Lending

The following schedule presents the composition of our commercial lending portfolio:

COMMERCIAL LENDING PORTFOLIO

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of total commercial loansAmount% of total commercial loansAmount changePercent change
Commercial:
Commercial and industrial$17,76156.0%$16,89154.6%$8705.2%
Owner-occupied9,27429.39,33330.1(59)(0.6)
Municipal4,29413.54,36414.1(70)(1.6)
Leasing3671.23771.2(10)(2.7)
Total commercial$31,696100.0%$30,965100.0%$7312.4

Our commercial loan portfolio spans a broad range of industries and generally carries maturities of one to five years, with amortization schedules determined by the nature of the underlying collateral and guarantees. These loans are typically structured to meet diverse financing needs and may take the form of seasonal, term, working capital, or

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bridge loans, offered as revolving and non-revolving lines of credit, amortizing term loans, guidance facilities, or single-payment loans. Loan agreements typically include covenants requiring borrowers to provide periodic financial statements, enabling ongoing monitoring of business performance, leverage, debt service coverage, and liquidity.

The underwriting process for commercial loans primarily focuses on a comprehensive evaluation of management quality, financial performance, industry dynamics, sponsorship (where applicable), and transaction structure. Credit enhancements are generally secured through collateral and guarantees from the owners or sponsors. Prospective cash flows are stress-tested under various downside scenarios, including revenue decline, margin compression, and interest rate volatility.

The following schedule presents the geographic distribution of our commercial lending portfolio, based on the location of the primary borrower.

COMMERCIAL LENDING BY GEOGRAPHY

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Commercial
Arizona$2,3387.4%$7$2,2027.1%$5
California6,35120.0686,19020.058
Colorado1,7105.441,8926.117
Nevada1,3844.421,3364.311
Texas7,97825.2327,36723.847
Utah/Idaho6,47920.4236,30920.46
Washington/Oregon1,4254.581,3384.310
Other 14,03112.724,33114.04
Total commercial$31,696100.0%$146$30,965100.0%$158

1 No other geography exceeds 2.1% and 2.6% for December 31, 2025 and December 31, 2024, respectively.

The following schedule presents the industry distribution of our commercial lending portfolio, classified based on the North American Industry Classification System.

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COMMERCIAL LENDING BY INDUSTRY

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Real estate, rental, and leasing$3,32110.5%$32$3,08310.0%$7
Retail trade2,8108.962,8739.37
Manufacturing2,5918.2202,3227.57
Healthcare and social assistance2,3427.472,5418.234
Finance and insurance2,3067.3102,7628.91
Public Administration2,2267.02,1066.8
Wholesale trade1,8705.911,9096.22
Utilities 11,5915.01,3894.52
Transportation and warehousing1,5674.961,5895.17
Construction1,5294.8131,3354.326
Hospitality and food services1,4234.521,3524.42
Mining, quarrying, and oil and gas extraction1,2844.11,1783.8
Educational services1,1873.71,2924.2
Other Services (except Public Administration)1,0983.521,0693.43
Professional, scientific, and technical services1,0713.431,0573.425
Other 23,48010.9443,10810.035
Total$31,696100.0%$146$30,965100.0%$158

1 Includes primarily utilities, power, and renewable energy.

2 No other industry group exceeds 3.2% and 3.4% for December 31, 2025 and December 31, 2024, respectively.

As previously noted, our commercial lending portfolio is well-diversified across both geographic regions and industry sectors. In light of increased investor interest in loans extended to NDFIs, we provide the following information regarding these exposures within our commercial lending portfolio.

Loans to Nondepository Financial Institutions

NDFIs encompass a wide range of financial entities that provide services similar to those of traditional banking institutions, but do not accept public deposits and are not generally subject to oversight by federal banking regulators. We provide financing to NDFIs, including mortgage intermediaries, business development companies (“BDCs”), private equity funds, consumer credit platforms, and other financial entities.

We regularly monitor NDFI exposures through borrower-level hold limits, perform stress testing of underlying portfolios, verify compliance with applicable regulatory requirements, review portfolio quality, and assess liquidity and capital adequacy.

Our NDFI portfolio is diversified across various lending segments and asset classes, including:

•Mortgage credit intermediaries — Loans to mortgage companies engaged in residential or commercial mortgage origination and servicing; special purpose entities supporting mortgage-related securitization activities, such as real estate investment trusts (“REITs”) and collateralized debt obligations.

•Business credit intermediaries — Loans to finance companies, direct lenders, private debt funds, equipment leasing companies, BDCs, SBICs, senior loan funds, and other nonbank business lenders.

•Private equity funds — Capital call commitment and subscription-based facilities extended to private equity, venture capital, and other general partnership funds.

•Consumer credit intermediaries — Loans to nonbank consumer secured and unsecured lending platforms, as well as special purposes entities, finance companies, direct lenders, private debt funds, equipment leasing companies, or other financial intermediaries whose underlying assets primarily consist of consumer loans.

•Other — Loans to insurance companies, investment banks, broker-dealers, publicly listed investment funds, hedge funds, family offices, and other investment firms and financial vehicles.

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At December 31, 2025, loans to NDFIs totaled approximately $2.0 billion, representing 6.3% of total commercial loans and 3.3% of total loans, a decrease from $2.4 billion, or 7.6% of total commercial loans and 4.0% of total loans, at December 31, 2024.

The following schedule presents the composition of our NDFI lending portfolio:

NDFI LENDING PORTFOLIO

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Mortgage credit intermediaries$35217.6%$9$55923.8%$
Business credit intermediaries 196848.448920.81
Private equity funds1216.11898.0
Consumer credit intermediaries30315.234914.8
Other financial institutions 125312.7176732.6
Total NDFI portfolio$1,997100.0%$10$2,353100.0%$1

1 Balances as of December 31, 2025 reflect an updated categorization of NDFI loans based on industry and purpose, compared with balances at December 31, 2024. This resulted in the reclassification of certain loans primarily from “Other financial institutions” to “Business credit intermediaries.”

The following schedule presents NDFI loan credit quality metrics:

NDFI LOAN CREDIT QUALITY

(Dollar amounts in millions)December 31, 2025December 31, 2024
Credit quality metrics
Criticized loan ratio0.8%5.5%
Classified loan ratio0.8%5.5%
Nonaccrual loan ratio0.5%%
Delinquency ratio%%
Ratio of NDFI net charge-offs 1 (recoveries) to average loans2.7%%
Ratio of allowance for credit losses to NDFI loans, at period end1.03%0.64%

1 Total NDFI net charge-offs primarily included a $50 million charge-off recorded in the third quarter of 2025 associated with revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages. This resulted from a review of the borrowers, guarantors, and associated collateral, which identified apparent irregularities and misrepresentations. As a result, legal action has been initiated to pursue recovery of the outstanding amounts owed from the guarantors of the credits.

Commercial Real Estate Lending

The following schedule presents the composition of our CRE lending portfolio:

COMMERCIAL REAL ESTATE LENDING PORTFOLIO

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of total CRE loansAmount% of total CRE loansAmount changePercent change
Commercial real estate:
Term$11,23483.9%$10,70379.4%$5315.0%
Construction and land development2,16216.12,77420.6(612)(22.1)
Total commercial real estate$13,396100.0%$13,477100.0%$(81)(0.6)

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Term CRE loans typically have maturities ranging from three to seven years and may incorporate full, partial, or non-recourse guarantee structures. Standard term CRE loan arrangements generally include annually tested operating covenants, requiring loan rebalancing based on minimum debt service coverage, debt yield, or loan-to-value (“LTV”) ratios.

Construction and land development loans generally mature within 18 to 36 months and may involve full or partial recourse guarantees. These loans often include one- to five-year extension options or roll-to-permanent features, which commonly convert into term loans upon completion.

Underwriting for commercial properties primarily emphasizes the economic viability of the project, while also giving considerable weight to the sponsor's creditworthiness and experience. Owners are generally required to contribute their equity prior to any loan advances. Loan agreements frequently include remargining provisions—requiring additional equity infusions if the collateral's value or cash flow declines—as well as sponsor guarantees.

Underwriting for residential construction and development loans incorporates many of the same requirements applied to commercial projects, including the developer's creditworthiness and experience, up-front equity contributions, principal curtailment provisions, and overall project viability. Additional considerations include anticipated market acceptance of the product, location quality, the developer's financial strength, and their ability to maintain budget discipline.

Routine progress inspections by qualified independent inspectors are conducted prior to each loan disbursement. Advance rates are determined based on the collateral quality, project viability, and sponsor creditworthiness, with exceptions granted on a case-by-case basis.

Appraisals are performed in compliance with applicable regulatory standards. In certain cases, automated valuation reports or internal evaluations may be utilized. An appraisal is ordered and reviewed prior to loan closing, and a new appraisal or evaluation is typically obtained when market conditions indicate a potential decline in collateral value, or when a loan is modified, renewed, or exhibits signs of credit deterioration.

For CRE loans, the LTV ratio is calculated by dividing the outstanding loan balance by the most recent appraised collateral value. At December 31, 2025, the weighted average LTV ratio for our term CRE portfolio was below 60%.

Loan agreements require regular submission of financial information related to both the project and the sponsor. This includes lease schedules, rent rolls, and, for construction projects, independent progress inspection reports. We actively monitor this financial information to verify compliance with the covenants outlined in the loan agreement.

The presence of a guarantee that improves repayment likelihood is factored into the assessment of expected losses on CRE loans. When guarantor support is measurable and properly documented, it is incorporated into projected cash flows and liquidity available for debt service. Our expected loss methodology accounts for these additional repayment sources.

As part of our credit extension process, we typically obtain and review updated financial information for the guarantor. The scope and frequency of financial reporting collected and analyzed vary based on contractual requirements, transaction size, and the guarantor's financial strength.

In the event of default, we pursue all available sources of repayment, including collateral and guarantors. Several factors influence the decision to enforce a guarantor obligation, such as the value and liquidity of other repayment sources (e.g., collateral), the guarantor's financial strength and liquidity, applicable statutory limitations, and the cost-benefit analysis of pursuing the guarantee relative to the potential recovery amount.

The following schedule presents the geographic distribution of our CRE lending portfolio, based on the location of the primary collateral:

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COMMERCIAL REAL ESTATE LENDING BY GEOGRAPHY

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Commercial real estate
Arizona$1,70912.8%$$1,80113.4%$
California3,54926.5223,56926.550
Colorado7265.4166664.9
Nevada1,0167.61,1048.2
Texas2,56619.252,59619.28
Utah/Idaho2,37617.72,17016.1
Washington/Oregon1,1228.4301,0908.1
Other3322.44813.61
Total commercial real estate$13,396100.0%$73$13,477100.0%$59

The following schedule presents our CRE lending portfolio, categorized by the type of collateral:

COMMERCIAL REAL ESTATE LENDING BY COLLATERAL TYPE

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Commercial property
Multifamily$3,99429.8%$$4,00729.7%$1
Industrial3,04522.72,95421.9
Office1,67512.5671,81213.550
Retail1,58611.81,53311.4
Hospitality6785.156254.68
Land2862.12611.9
Other 11,43610.81,64412.2
Residential property 2
Single family3983.013302.5
Land1110.81100.8
Condo/Townhome290.2170.1
Other 11581.21841.4
Total$13,396100.0%$73$13,477100.0%$59

1 Included in the total amount of the “Other” commercial and residential categories was approximately $232 million and $342 million of unsecured loans at December 31, 2025 and 2024, respectively.

2 Residential property consists primarily of loans provided to commercial homebuilders for land, lot, and single-family housing developments.

As previously noted, our CRE lending portfolio is diversified by both geography and collateral type, with the largest concentration in multifamily properties. Given the recent investor interest in multifamily, industrial, and office collateral types, we have provided additional analysis of these segments within our CRE portfolio below.

Multifamily CRE

At both December 31, 2025 and 2024, our multifamily CRE loan portfolio totaled $4.0 billion, representing 30% of the total CRE loan portfolio. Approximately 47% of the multifamily CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing. The following schedule presents the composition of our multifamily CRE loan portfolio, along with related credit quality metrics:

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MULTIFAMILY CRE LOAN PORTFOLIO

(Dollar amounts in millions)December 31, 2025December 31, 2024
Multifamily CRE
Term$3,203$2,918
Construction and land development7911,089
Total multifamily CRE$3,994$4,007
Credit quality metrics
Criticized loan ratio17.5%21.5%
Classified loan ratio15.0%18.8%
Nonaccrual loan ratio%%
Delinquency ratio%%
Ratio of multifamily CRE net charge-offs (recoveries) to average loans%%
Ratio of allowance for credit losses to multifamily CRE loans, at period end1.50%2.55%
Weighted average LTV for multifamily term CRE loans59%57%

The following schedules present our multifamily CRE loan portfolio, categorized by collateral location for the periods presented:

MULTIFAMILY CRE LOAN PORTFOLIO BY COLLATERAL LOCATION

December 31, 2025
Loan Type
(Dollar amounts in millions)TermConstruction and land developmentTotal% of totalNonaccrual loans
Multifamily CRE
Arizona$301$52$3538.8%$
California8981341,03225.9
Colorado158742325.8
Nevada20672135.3
Texas9311911,12228.1
Utah/Idaho42023265216.3
Washington/Oregon2281013298.3
Other61611.5
Total multifamily CRE$3,203$791$3,994100.0%$

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December 31, 2024
Loan Type
(Dollar amounts in millions)TermConstruction and land developmentTotal% of totalNonaccrual loans
Multifamily CRE
Arizona$364$142$50612.6%$
California8501721,02225.51
Colorado911011924.8
Nevada188992877.2
Texas8083101,11827.9
Utah/Idaho32013445411.3
Washington/Oregon2341303649.1
Other631641.6
Total multifamily CRE$2,918$1,089$4,007100.0%$1

Industrial CRE

At December 31, 2025 and 2024, our industrial CRE loan portfolio totaled $3.0 billion, representing 23% and 22% of the total CRE loan portfolio, respectively. Approximately 34% of the industrial CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing.

The following schedule presents the composition of our industrial CRE loan portfolio and other related credit quality metrics:

INDUSTRIAL CRE LOAN PORTFOLIO

(Dollar amounts in millions)December 31, 2025December 31, 2024
Industrial CRE
Term$2,720$2,462
Construction and land development325492
Total industrial CRE$3,045$2,954
Credit quality metrics
Criticized loan ratio11.3%14.6%
Classified loan ratio10.3%12.8%
Nonaccrual loan ratio%%
Delinquency ratio%%
Ratio of industrial CRE net charge-offs (recoveries) to average loans%%
Ratio of allowance for credit losses to industrial CRE loans, at period end1.48%2.30%
Weighted average LTV for industrial term CRE loans63%53%

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The following schedules present our industrial CRE loan portfolio, categorized by collateral location for the periods presented:

INDUSTRIAL CRE LOAN PORTFOLIO BY COLLATERAL LOCATION

December 31, 2025
Loan Type
(Dollar amounts in millions)TermConstruction and land developmentTotal% of totalNonaccrual loans
Industrial CRE
Arizona$464$19$48315.9%$
California8612388429.0
Colorado7915943.1
Nevada224642889.5
Texas4384047815.7
Utah/Idaho38513451917.0
Washington/Oregon218302488.1
Other51511.7
Total industrial CRE$2,720$325$3,045100.0%$
December 31, 2024
Loan Type
(Dollar amounts in millions)TermConstruction and land developmentTotal% of totalNonaccrual loans
Industrial CRE
Arizona$374$33$40713.8%$
California73018991931.1
Colorado581592.0
Nevada24110834911.8
Texas4534249516.8
Utah/Idaho3508343314.7
Washington/Oregon201362378.0
Other55551.8
Total industrial CRE$2,462$492$2,954100.0%$

Office CRE

At December 31, 2025 and 2024, our office CRE loan portfolio totaled $1.7 billion and $1.8 billion, respectively, representing 13% of the total CRE loan portfolio in both periods. Approximately 26% of the office CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing.

The following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics:

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OFFICE CRE LOAN PORTFOLIO

(Dollar amounts in millions)December 31, 2025December 31, 2024
Office CRE
Term$1,655$1,697
Construction and land development20115
Total office CRE$1,675$1,812
Credit quality metrics
Criticized loan ratio9.4%14.5%
Classified loan ratio9.3%12.8%
Nonaccrual loan ratio4.0%2.8%
Delinquency ratio1.1%1.4%
Ratio of office CRE net charge-offs (recoveries) to average loans0.1%0.3%
Ratio of allowance for credit losses to office CRE loans, at period end2.93%3.92%
Weighted average LTV for office term CRE loans57%56%

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, 2025
Loan Type
(Dollar amounts in millions)TermConstruction and land developmentTotal% of totalNonaccrual loans
Office CRE
Arizona$225$$22513.4%$
California304530918.521
Colorado59593.516
Nevada87875.2
Texas17017010.21
Utah/Idaho4731548829.1
Washington/Oregon32832819.629
Other990.5
Total office CRE$1,655$20$1,675100.0%$67
December 31, 2024
Loan Type
(Dollar amounts in millions)TermConstruction and land developmentTotal% of totalNonaccrual loans
Office CRE
Arizona$255$$25514.1%$
California3283836620.249
Colorado58583.2
Nevada7711884.9
Texas186719310.61
Utah/Idaho4823451628.5
Washington/Oregon2832530817.0
Other28281.5
Total office CRE$1,697$115$1,812100.0%$50

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Consumer Lending

The following schedule presents the composition of our consumer lending portfolio:

CONSUMER LENDING PORTFOLIO

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of total consumer loansAmount% of total consumer loansAmount changePercent change
Consumer:
1-4 family residential$10,46266.1%$9,93966.4%$5235.3%
Home equity credit line3,95025.03,64124.33098.5
Construction and other consumer real estate7824.98105.4(28)(3.5)
Bankcard and other revolving plans5153.34573.15812.7
Other1160.71210.8(5)(4.1)
Total consumer$15,825100.0%$14,968100.0%$8575.7

1-4 Family Residential Mortgages

We originate first-lien residential home mortgage loans that are considered prime quality. At December 31, 2025, our 1-4 family residential mortgage loan portfolio totaled $10.5 billion, or 66%, of our total consumer loan portfolio, compared with $9.9 billion, or 66%, at December 31, 2024.

At December 31, 2025 and December 31, 2024, approximately 89% and 90%, respectively, of our 1-4 family residential mortgage loan portfolio consisted of variable-rate loans. We generally retain variable-rate loans in our loan portfolio and sell conforming fixed-rate loans to third parties, including the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. In connection with these sales, we provide customary representations and warranties affirming that the loans satisfy specified underwriting standards and collateral documentation requirements.

Home Equity Credit Lines

We also originate home equity credit lines (“HECLs”). At December 31, 2025 and December 31, 2024, our HECL portfolio totaled $4.0 billion, and $3.6 billion, respectively. Approximately 34% and 37% of these HECLs were secured by first liens for the respective periods.

At December 31, 2025, loans representing less than 1% of the outstanding HECL portfolio balance were estimated to have combined loan-to-value (“CLTV”) ratios exceeding 100%. The estimated CLTV ratio is calculated by dividing the sum of our loan and any prior lien amounts divided by the estimated current collateral value. At origination, underwriting standards for the HECL portfolio generally require a maximum CLTV of 80% and a Fair Isaac Corporation (“FICO”) credit score above 700.

At December 31, 2025, approximately 93% of our HECL portfolio remained in the draw period, with about 22% of those loans scheduled to begin amortizing within the next five years. We believe the risk of loss or borrower default upon full amortization, as well as the impact of significant interest rate changes, is low due to the rate shock analysis performed at origination.

The ratio of HECL net charge-offs (recoveries) for the trailing twelve months to average balances was 0.01% at December 31, 2025, compared with 0.00% at December 31, 2024. For additional information regarding the credit quality of the HECL portfolio, see Note 6 of the Notes to Consolidated Financial Statements.

The following schedule presents the geographic distribution of our consumer lending portfolio, based on the location of the primary borrower:

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CONSUMER LENDING BY GEOGRAPHY

December 31, 2025December 31, 2024
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Consumer
Arizona$1,4399.1%$7$1,3659.1%$5
California3,68323.3153,15921.114
Colorado1,3968.8121,3539.17
Nevada1,3448.5121,3288.910
Texas3,65823.1253,65724.425
Utah/Idaho3,52122.3193,43022.914
Washington/Oregon3202.032371.6
Other4642.934392.95
Total consumer$15,825100.0%$96$14,968100.0%$80

Credit Quality

We monitor credit quality by assessing multiple factors, including nonperforming status, internal risk grades, and net charge-offs. These metrics are integral to our overall evaluation of the adequacy of the ACL. For more information on these factors and the ACL, see Note 6 of the Notes to Consolidated Financial Statements.

Nonperforming Assets

Nonperforming assets include nonaccrual loans and OREO, or foreclosed properties. The following schedule presents the composition of our nonperforming assets:

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NONPERFORMING ASSETS

(Dollar amounts in millions)December 31,
20252024
Nonaccrual loans:
Commercial:
Commercial and industrial$90$114
Owner-occupied5131
Municipal211
Leasing32
Commercial real estate:
Term7259
Construction and land development1
Consumer:
Real estate9579
Other11
Total nonaccrual loans315297
Other real estate owned 1:
Commercial:
Commercial properties31
Developed land
Land
Residential:
1-4 family2
Total other real estate owned51
Total nonperforming assets$320$298
Accruing loans past due 90 days or more:
Commercial$3$14
Commercial real estate13
Consumer11
Total accruing loans past due 90 days or more$5$18
Nonaccrual loans current as to principal and interest payments:
Commercial$92$126
Commercial real estate5028
Consumer3729
Total nonaccrual loans current as to principal and interest payments$179$183
Ratio of nonperforming assets to net loans and leases2 and other real estate owned0.52%0.50%
Ratio of accruing loans past due 90 days or more to net loans and leases 20.01%0.03%
Ratio of nonperforming assets2 and accruing loans past due 90 days or more to loans and leases2 and other real estate owned 10.53%0.53%
Ratio of nonaccrual loans1 current as to principal and interest payments56.8%61.6%

1 Does not include banking premises held for sale.

2 Includes loans held for sale.

Nonperforming assets totaled $320 million, or 0.52%, of total loans and leases and other real estate owned at December 31, 2025, compared with $298 million, or 0.50%, at December 31, 2024. Nonperforming assets increased primarily within the commercial owner-occupied, term CRE, and consumer 1-4 family residential loan portfolios, partially offset by a decline in the commercial and industrial portfolio. For more information on nonaccrual loans, see Note 6 of the Notes to Consolidated Financial Statements.

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Classified Loans

Classified loans are considered loans with well-defined weaknesses and are assigned using our internal risk grade definitions of substandard and doubtful, which are consistent with regulatory risk classifications. The following schedule presents our classified loans by loan segment:

CLASSIFIED LOANS

(Dollar amounts in millions)December 31, 2025December 31, 2024
Commercial$1,063$1,130
Commercial real estate1,2051,651
Consumer11289
Total classified loans$2,380$2,870
Ratio of classified loans to total loans and leases3.91%4.83%

Classified loans totaled $2.4 billion, or 3.91% of total loans and leases, at December 31, 2025, compared with $2.9 billion, or 4.83%, at December 31, 2024. The year-over-year decline was primarily driven by reductions in classified CRE exposures, largely attributable to loan payoffs. The loss content of our CRE loan portfolio continues to be mitigated by strong underwriting, supported by significant borrower equity and guarantor support. As a result, our CRE nonperforming assets and net charge-offs have remained relatively low.

Allowance for Credit Losses

The ACL comprises both the ALLL and the RULC and 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 estimate current expected credit losses using econometric loss models that incorporate historical credit loss experience, prevailing economic conditions, and multiple forward-looking economic scenarios. These scenarios—including optimistic, baseline, and stressed conditions—are weighted to produce the quantitative component of the ACL, and management may adjust the weightings based on its assessment of current economic conditions and reasonable and supportable forecasts. Because economic forecasts may not always align with observed credit quality trends, changes in the ACL may not necessarily correspond directionally with changes in credit quality.

Additionally, we consider qualitative and environmental factors that may indicate actual losses could differ from amounts estimated by the quantitative models. The influence of these factors on the ACL may vary from quarter to quarter. During 2025, the qualitative portion of the ACL decreased primarily due to reduced CRE portfolio-specific risks, leading us to assign lesser weight to stressed economic assumptions for that portfolio.

The following schedules present the changes in, and allocation of, the ACL:

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CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES

Year Ended December 31,
(Dollar amounts in millions)202520242023
Loans and leases outstanding,$60,917$59,410$57,779
Average loans and leases outstanding:
Commercial31,38930,67130,519
Commercial real estate13,56213,53213,023
Consumer15,47014,34413,198
Total average loans and leases outstanding$60,421$58,547$56,740
Allowance for loan and lease losses:
Balance at beginning of year$696$684$572
Provision for loan losses7172148
Charge-offs:
Commercial1036845
Commercial real estate4113
Consumer151214
Total1229162
Recoveries:
Commercial242320
Commercial real estate43
Consumer556
Total333126
Net loan and lease charge-offs896036
Balance at end of year$678$696$684
Reserve for unfunded lending commitments:
Balance at beginning of year$45$45$61
Provision for unfunded lending commitments1(16)
Balance at end of year$46$45$45
Total allowance for credit losses:
Allowance for loan and lease losses$678$696$684
Reserve for unfunded lending commitments464545
Total allowance for credit losses$724$741$729
Ratio of allowance for credit losses to net loans and leases1.19%1.25%1.26%
Ratio of allowance for credit losses to nonaccrual loans230%249%328%
Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more226%235%324%
Ratio of total net charge-offs to average total loans and leases0.15%0.10%0.06%
Ratio of commercial net charge-offs to average commercial loans0.25%0.15%0.08%
Ratio of commercial real estate net charge-offs to average commercial real estate loans%0.06%0.02%
Ratio of consumer net charge-offs to average consumer loans0.06%0.05%0.06%

ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

December 31,
202520242023
(Dollar amounts in millions)% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL
Loan segment
Commercial52.0%$41052.1%$33453.0%$321
Commercial real estate22.020422.731123.1258
Consumer26.011025.29623.9150
Total100.0%$724100.0%$741100.0%$729

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For further discussion regarding changes in the ACL, see “The Allowance and Provision for Credit Losses” section on page 40. For additional details concerning the ACL and credit trends within each portfolio segment, see Note 6 of the Notes to Consolidated Financial Statements.

Interest Rate and Market Risk Management

Interest rate and market risk refer to the potential for adverse impacts on current or future earnings and capital arising from changes in interest rates and other market conditions. Given our involvement in transactions with a broad range of financial instruments, we are inherently exposed to these risks.

The Board approves key policies governing the management of financial risks, including interest rate and market risk. Responsibility for managing these risks has been delegated to the Asset Liability Committee (“ALCO”), which is composed of members of management. ALCO establishes and periodically updates policy limits and reviews, in coordination with the ROC, the limits and any exceptions reported by management.

We actively manage our exposure to interest rate fluctuations by positioning the balance sheet to reduce volatility in both net interest income and the economic value of equity (“EVE”). Given that a significant portion of our balance sheet funding is derived from non-maturity deposit products, we rely on behavioral models and assumptions to forecast the sensitivity of earnings to interest rate movements. These models and assumptions are subject to ongoing performance monitoring and refinement.

When observed deposit behavior diverges from model expectations, the models are updated accordingly, with greater emphasis placed on recently observed behavior. All model changes are independently reviewed by our Model Risk Management function.

Our deposit-behavior models incorporate assumptions about the correlation between the rates paid on interest-bearing deposits and fluctuations in average benchmark interest rates. This is commonly referred to as “deposit beta.” Certificates of deposit are typically modeled with a higher degree of correlation, whereas interest-bearing checking accounts are assumed to exhibit a lower sensitivity to rate changes.

Many consumer and business deposit accounts have historically demonstrated stability and limited sensitivity to rate changes, resulting in a longer duration relative to our loan portfolio. As a result, our balance sheet has typically been “asset-sensitive,” meaning that assets are expected to reprice more quickly or more significantly than our liabilities. Measures of asset sensitivity are particularly influenced by changes in deposit modeling assumptions.

To manage interest rate risk, we regularly employ a combination of interest rate derivatives, investments in fixed-rate securities, and funding strategies. Collectively, these tools help moderate the expected sensitivity of net interest income and EVE to changes in interest rates.

The following schedule presents deposit duration assumptions discussed previously:

DEPOSIT ASSUMPTIONS

December 31, 2025December 31, 2024
ProductEffective duration (-200 bps)Effective duration (unchanged)Effective duration (+200 bps)Effective duration (-200 bps)Effective duration (unchanged)Effective duration (+200 bps)
Demand deposits4.9%4.2%3.7%4.2%3.5%2.9%
Money market1.9%1.5%1.3%1.9%1.6%1.4%
Savings and interest-bearing checking2.2%1.8%1.6%2.1%1.8%1.6%

As previously discussed, we utilize derivative instruments to manage interest rate risk. The following schedule presents derivatives designated in qualifying hedging relationships, as well as certain derivatives used as economic hedges that are not designated as accounting hedges, at December 31, 2025. It includes the average outstanding derivative notional amounts for each reporting period presented and the weighted-average fixed rates paid or received across cash flow and fair value hedge categories. For more information regarding our hedge accounting strategies and the impact of these hedging relationships on interest income and expense, see Note 7 of the Notes to Consolidated Financial Statements.

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DERIVATIVES DESIGNATED IN QUALIFYING HEDGING RELATIONSHIPS AND CERTAIN ECONOMIC HEDGES

2026202720282029
(Dollar amounts in millions)First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Cash flow hedges
Cash flow hedges of assets 1
Average outstanding notional 2$5,712$2,437$2,650$2,607$1,584$1,428$1,248$724$292$95
Weighted-average fixed-rate received3.59%3.44%3.37%3.37%3.40%3.43%3.41%3.57%3.82%3.79%
2026202720282029203020312032203320342035
Fair value hedges
Fair value hedges of debt 3
Average outstanding notional 2$1,000$814$500$500$500$500$500$500$441$
Weighted-average fixed-rate received4.32%4.23%3.93%3.93%3.93%3.93%3.93%3.93%3.93%%
Fair value hedges of assets 4
Average outstanding notional 2$5,546$5,533$4,787$3,550$2,375$1,943$1,777$1,554$1,371$890
Weighted-average fixed-rate paid3.34%3.34%3.27%3.12%2.94%2.82%2.77%2.67%2.77%2.32%

1 Cash flow hedges of assets consist of receive-fixed interest rate swaps used to hedge pools of floating-rate loans. This category also includes certain short-dated interest rate futures executed as economic hedges of floating-rate loans but not designated as accounting hedges. Gains and losses from these economic hedges are recorded in interest income.

2 Notional amounts for forward-starting derivatives are excluded until the trades become effective.

3 Fair value hedges of debt consist of receive-fixed swaps that hedge fixed-rate subordinated notes and senior notes.

4 Fair value hedges of assets consist of pay-fixed swaps that hedge fixed-rate AFS securities and fixed-rate commercial loans.

At December 31, 2025, we had $37 million of net losses deferred in accumulated other comprehensive income (“AOCI”) related to terminated cash flow hedges. These deferred amounts are amortized into interest income on a straight-line basis over the original maturity periods of the respective hedges, provided the forecasted transactions are expected to occur.

The following schedule presents the amounts deferred in AOCI from terminated cash flow hedges, which are expected to be fully reclassified into interest income by the fourth quarter of 2027:

SCHEDULED OCI AMORTIZATION FOR TERMINATED CASH FLOW HEDGES

20262027
(In millions)First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Cash flow hedges
Cash flow hedges of assets
Periodic amortization of deferred losses$(10)$(8)$(6)$(5)$(4)$(3)$(1)$

Earnings at Risk (EaR) and Economic Value of Equity (EVE)

Incorporating our deposit assumptions, the effects of derivatives designated in qualifying hedging relationships, and certain short-dated economic hedges, the following schedule presents our earnings at risk (“EaR”), which we define as the percentage change in projected 12-month net interest income and the estimated percentage change in EVE. Both EaR and EVE are based on a static balance sheet and reflect instantaneous, parallel shifts in interest rates ranging from -200 to +200 bps. These metrics are intended to illustrate the sensitivity of net interest income and equity value to changes in interest rates across a range of scenarios and should not be interpreted as forecasts of expected net interest income.

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INCOME SIMULATION – CHANGE IN NET INTEREST INCOME AND CHANGE IN ECONOMIC VALUE OF EQUITY

December 31, 2025December 31, 2024
Parallel shift in rates (in bps) 1Parallel shift in rates (in bps) 1
Repricing scenario-200-1000+100+200-200-1000+100+200
Earnings at Risk(EaR)(7.8)%(4.0)%%4.0%7.9%(8.9)%(4.5)%%4.4%8.7%
Economic Value of Equity(EVE)(1.5)%(0.3)%%(0.5)%(1.4)%0.1%0.6%%(1.7)%(3.6)%

1 Assumes rates do not decline below zero in the negative rate shifts.

Asset sensitivity, as measured by EaR, declined during 2025, primarily due to shifts in the composition of funding balances. Under current deposit assumptions, interest rate risk remains within established policy limits. For interest-bearing deposits with indeterminable maturities, the weighted average modeled beta was 52%.

Prepayment assumptions are a key factor in the management of interest rate risk. Certain assets within our portfolio, such as 1-4 family residential mortgages and mortgage-backed securities, are subject to borrower-driven prepayments, which can significantly affect projected cash flows. At December 31, 2025 and 2024, estimated lifetime prepayment speeds for loans were 14.8% and 13.7%, respectively, reflecting the impact of declining mortgage rates. For mortgage-backed securities, estimated prepayment speeds were 7.0% for both periods.

Our EaR analysis primarily evaluates the impact of parallel rate shocks across the term structure of benchmark interest rates. Additionally, we perform non-parallel rate shock scenarios to identify potential risks that may not be captured under parallel rate assumptions. In these non-parallel rate scenarios, the most significant effects on EaR typically stem from movements in short-term interest rates.

EaR has inherent limitations in capturing anticipated changes in net interest income in changing interest rate environments, primarily due to timing mismatches in the repricing behavior of assets and liabilities. To address this, we provide measures of “latent” and “emergent” interest rate sensitivity, which compare current-quarter net interest income with projected net interest income for the same quarter one year forward. Unlike EaR, which assesses net interest income variability over a 12-month horizon, latent and emergent sensitivity metrics provide additional insight into near-term earnings dynamics amid changing rate conditions. As previously noted, these measures are intended to illustrate the sensitivity of net interest income and equity value to changes in interest rates across a range of scenarios and should not be interpreted as forecasts of expected net interest income.

Latent interest rate sensitivity captures anticipated changes in net interest income driven by prior interest rate movements that have not yet been fully reflected in current revenue but are expected to materialize in the near term, assuming no changes in interest rates and a static balance sheet. Latent sensitivity is projected to increase net interest income by approximately 7.0% for 2026, compared with 2025.

Emergent interest rate sensitivity reflects the projected incremental changes in net interest income resulting from future interest rate movements, measured relative to the latent level of net interest income. Assuming interest rates follow the forward curve at December 31, 2025, emergent sensitivity is modeled to reduce net interest income by approximately 2.8% from the latent level, yielding a cumulative increase of 4.2% in net interest income for 2026, compared with 2025. Under a parallel interest rate shock of +/- 100 bps to the implied forward rate path, cumulative net interest income sensitivity is projected to range between 0.5% and 9.8%.

Our strategic focus on business banking plays a significant role in our asset-liability management approach. At December 31, 2025, $30.5 billion of commercial and CRE loans were scheduled to reprice within the next six months. To manage the interest rate exposure associated with these variable-rate loans, we had $2.8 billion in notional of receive-fixed swaps designated as cash flow hedges, as well as $4.0 billion in notional of short-dated Secured Overnight Financing Rate (“SOFR”) futures. Additionally, at December 31, 2025, $4.7 billion in variable-rate consumer loans were also scheduled to reprice within the same period. For additional information regarding derivative instruments, see Notes 3 and 7 of the Notes to Consolidated Financial Statements.

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Fixed Income

We are subject to market risk arising from fluctuations in the fair value of financial instruments, including trading securities and interest rate swaps used to hedge interest rate exposure. Our underwriting activities include municipal and corporate securities, and we actively trade in municipal, agency, and U.S. Treasury securities. These activities expose us to potential losses resulting from adverse price movements in fixed-income markets.

Changes in the fair value of AFS securities and interest rate swaps that qualify as cash flow hedges are recognized in AOCI each reporting period. For additional information on investment securities and AOCI, refer to the “Capital Management” section on page 80. For more information on the accounting treatment of investment securities, see Note 5 of the Notes to Consolidated Financial Statements.

Equity Investments

Through our equity investment activities, we hold both publicly traded equity securities and non-marketable equity securities in governmental entities and institutions, such as the FRB and the FHLB. Depending on our ownership interest and level of influence over an investee’s operations, equity investments may be accounted for using various methods, including cost less impairment (adjusted for observable price changes), fair value, the equity method, or proportional or full consolidation. Regardless of the accounting method, the value of these investments is subject to fluctuations, and we may incur losses if the fair value declines below the acquisition cost. The Equity Investments Committee and Securities Valuation Committee are responsible for evaluating, monitoring, and approving equity investments in both private and public companies.

We hold investments primarily in pre-public companies, largely through a variety of SBIC funds. This investment strategy is intended to support the financing, growth, and expansion of diverse businesses, generally within our geographic footprint. At December 31, 2025 and 2024, our equity exposure to these investments totaled approximately $271 million and $204 million, respectively.

Occasionally, companies within our SBIC portfolio may complete an initial public offering (“IPO”), which introduces additional market risk due to post-IPO lock-up restrictions. In the second quarter of 2025, one of our SBIC investments successfully completed an IPO. This investment is marked-to-market until our shares have been fully divested. For additional information regarding the valuation of SBIC investments, see Note 3 of the Notes to Consolidated Financial Statements.

Liquidity Risk Management

Liquidity refers to our ability to meet cash, contractual, and collateral obligations while effectively managing both anticipated and unanticipated cash flow requirements without negatively impacting our operations or financial strength. We manage liquidity to provide funding for customer credit needs, financial and contractual commitments, and other corporate activities. Our primary sources of liquidity include deposits, borrowings, equity, and the repayment or sale of assets such as loans and investment securities. Investment securities are primarily held as a source of contingent liquidity and are generally comprised of instruments that can be readily converted to cash through secured borrowing arrangements, with the securities pledged as collateral.

Our Treasury group is responsible for managing liquidity and funding under the oversight of ALCO. The Treasurer recommends changes to existing funding plans and liquidity and funding policies, which are submitted to ALCO for approval. Policy changes also require approval from the ERMC and the Board. In addition, we maintain and regularly test a contingency funding plan designed to identify potential sources and uses of liquidity.

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Our Board-approved liquidity policy requires continuous monitoring and maintenance of adequate liquidity, diversification of funding sources, and proactive planning for future funding needs. In alignment with this policy, we conduct regular liquidity stress tests and assess our portfolio of highly liquid assets to help maintain coverage of funding requirements under stressed scenarios. These stress tests incorporate projections of funding maturities, anticipated uses of funds, and assumptions regarding deposit runoff. Assumptions consider factors such as deposit account size, operational characteristics, depositor type, and concentrations of funding sources, including large depositors and uncollateralized deposits exceeding insured limits. Highly concentrated funding sources are assigned elevated runoff factors—up to 100%—when modeling stressed funding needs. Liquidity stress testing spans multiple time horizons, from overnight to 12 months. The policy further requires us to maintain sufficient on-balance sheet liquidity, including FRB reserve balances and other highly liquid assets, to meet projected stressed outflows.

We maintain a dedicated funding desk that monitors real-time inflows and outflows within our FRB account. To manage intraday liquidity, we utilize tools such as ready access to repo markets and FHLB advances. FHLB borrowings may be structured as short-term or open-term, providing flexibility to retain or return funds based on liquidity requirements. Additionally, we pledge collateral to the FRB’s primary credit facility (discount window) and a significant portion of our highly liquid investment securities portfolio through the General Collateral Funding (“GCF”) repo program. This program allows us to pledge high-quality collateral and exchange funds anonymously with other participants, providing near-instant access to funding during market hours.

In 2025, the primary sources of cash included a decrease in investment securities, net cash provided by operating activities, a decrease in money market investments, and proceeds from the issuance of long-term debt. The primary uses of cash during the same period included an increase in loans and leases, a decrease in brokered deposits, and a decrease in short-term borrowings. Cash payments for interest, reflected in operating expenses, totaled $1.6 billion and $1.9 billion during 2025 and 2024, respectively.

The FHLB and FRB remain important sources of contingent liquidity and funding. As a member of the FHLB of Des Moines, we have the ability to borrow against eligible loans and securities to meet liquidity and funding needs. To preserve this borrowing capacity, we are required to maintain investments in both FHLB and FRB stock. At December 31, 2025, our total investment in FHLB and FRB stock was $100 million and $54 million, respectively, compared with $124 million and $65 million at December 31, 2024. The average FHLB activity stock holdings in 2025 were $183 million, compared with $85 million in 2024, contributing to an increase in dividends on FHLB activity stock during the year.

At December 31, 2025, loans with a carrying value of $25.2 billion and $18.0 billion were pledged at the FHLB and FRB, respectively, as collateral for current and potential borrowings, compared with $23.4 billion and $17.0 billion at December 31, 2024.

At December 31, 2025 and December 31, 2024, investment securities with carrying values of $17.5 billion and $17.9 billion, respectively, were pledged as collateral to support potential borrowings. These pledged securities included:

•$7.9 billion and $8.7 billion, respectively, designated for available use through the Fixed Income Clearing Corporation's GCF program and other repo programs;

•$4.5 billion and $4.7 billion, respectively, pledged to the FRB and FHLB in total; and

•$5.1 billion and $4.5 billion, respectively, pledged to secure public and trust deposits, advances, and other collateralized obligations.

A significant portion of these pledged assets is unencumbered, but remains pledged to provide immediate access to contingency funding sources. The following schedule presents our total available liquidity, including unused collateralized borrowing capacity:

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AVAILABLE LIQUIDITY

December 31, 2025December 31, 2024
(Dollar amounts in billions)FHLBFRB 1GCF 2TotalFHLBFRB 1GCF 2Total
Total borrowing capacity$17.4$18.4$8.0$43.8$14.6$17.7$8.6$40.9
Borrowings outstanding2.00.12.12.60.32.9
Remaining capacity, at period end$15.4$18.4$7.9$41.7$12.0$17.7$8.3$38.0
Cash and due from banks0.70.7
Interest-bearing deposits 32.22.9
Total available liquidity$44.6$41.6
Ratio of available liquidity to uninsured deposits130%121%

1 Represents borrowing capacity and borrowings outstanding at the Federal Reserve Bank discount window.

2 Includes $3.1 billion and $915 million pledged for use under other repo programs during the respective reporting periods.

3 Represents funds deposited by the Bank primarily at the Federal Reserve Bank.

At December 31, 2025, our total available liquidity was $44.6 billion, compared with $41.6 billion at December 31, 2024. At December 31, 2025, our sources of liquidity exceeded the estimated amount of uninsured deposits of $34.4 billion 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. 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. In November 2025, S&P upgraded its rating outlook on the Bank to “Stable” from “Negative.” There were no other changes to our credit ratings in 2025.

The following schedule presents our credit ratings:

CREDIT RATINGS

as of January 31, 2026:
Rating agencyOutlookLong-term issuer/senior debt ratingSubordinated debt ratingShort-term debt rating
KrollStableA-BBB+K2
S&PStableBBB+BBBNR
FitchStableBBB+BBBF2
Moody’sStableBaa2NRP2

We may periodically issue or redeem preferred stock, senior or subordinated notes, or other forms of capital or debt instruments based on our capital requirements, funding needs, asset-liability management objectives, or prevailing market conditions. Certain issuances may be subject to regulatory approval.

In the third quarter of 2025, we issued $500 million of 4.70% Fixed-to-Floating Senior Notes with a maturity date of August 18, 2028. In the fourth quarter of 2024, we issued $500 million of 6.82% Fixed-to-Floating Subordinated Notes due 2035 and fully redeemed the outstanding shares of our Series G, I, and J preferred stock, along with $88 million of 6.95% Fixed-to-Floating Subordinated Notes due 2028. On February 4, 2026, we issued $500 million of 4.48% Fixed-to-Floating Senior Notes, due 2029. We believe our available liquidity sources are sufficient to meet all reasonably foreseeable short- and intermediate-term obligations.

For additional information regarding capital actions, see “Capital Management” on page 80. For further discussion of a recent regulatory proposal that would expand long-term debt requirements and affect our sources of available liquidity, refer to “Regulatory Developments” within Supervision and Regulation on page 9.

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Contractual Obligations

The following schedule presents certain contractual obligations at December 31, 2025:

CONTRACTUAL OBLIGATIONS

(In millions)One year or lessOver one year through three yearsOver three years through five yearsOver five yearsIndeterminable maturity 1Total
Deposits$9,776$96$34$1$65,737$75,644
Unfunded lending commitments8,1987,5514,4709,06729,286
Standby letters of credit:
Financial643643
Performance288288
Commercial letters of credit2727
Commitments to make venture and other noninterest-bearing investments 27373
Federal funds and other short-term borrowings3,1043,104
Long-term debt 34994665071,472
Operating leases426960143314
Total contractual obligations$22,078$8,215$5,030$9,718$65,810$110,851

1 Indeterminable maturity deposits include noninterest-bearing demand deposits, savings accounts, and money market deposits.

2 Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. These commitments are payable on demand and may be drawn immediately; therefore, they are presented as having indeterminable maturities.

3 The amounts presented do not reflect the impact of associated fair value hedges.

In addition to the commitments and contractual obligations presented in the schedule above, we enter into various contractual arrangements in the ordinary course of business. These include agreements for software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supply procurement, and other goods and services essential to our operations. Certain contracts are renewable or cancellable on an annual basis or at shorter intervals; however, to secure favorable pricing, we may also enter into multi-year agreements.

We also enter into derivative contracts that may require cash settlements based on changes in interest rates. These contracts are recorded at fair value on the balance sheet, reflecting the net present value of expected future cash inflows and outflows based on current market interest rates. For further information regarding derivative contracts, see Note 7 of the Notes to Consolidated Financial Statements.

Operational, Technology, and Cybersecurity Risk Management

Operational Risk Management

Operational risk refers to the potential impact on current or anticipated earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events. ERM supports employees, management, and the Board in assessing, measuring, managing, and monitoring this risk in accordance with our Risk Management Framework. For example, we maintain documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and FDICIA requirements.

To manage operational risk, we have implemented a comprehensive set of measures, including:

•Transactional documentation requirements to maintain accuracy and completeness.

•Systems and procedures for monitoring transactions and positions to detect anomalies promptly.

•Controls to identify and mitigate fraud attempts, system penetrations, unauthorized access to customer data, and denial-of-access service incidents affecting legitimate customers.

•Regulatory compliance reviews to maintain adherence to applicable laws and regulations.

•Periodic evaluations by Compliance Risk Management, Internal Audit, Operational Risk Management, and Credit Examination departments to validate control effectiveness.

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We have established reconciliation procedures to support data processing systems in consistently and accurately capturing critical information. Oversight of data integrity and availability is provided by our Enterprise Data & Analytics department. Additionally, we maintain disaster recovery and business continuity plans to sustain operations in the event of natural or other catastrophic events. Certain operational risks are further managed through insurance coverage, including errors and omissions and professional liability policies.

We are committed to continuously enhancing our operational risk management practices through proactive risk identification, risk and control self-assessments, business process mappings, regular control testing, and anti-fraud measures. These activities are routinely reported to enterprise management committees. Key metrics—such as operational losses, supplier risk, model risk, and change initiative risk—are established in accordance with our Risk Management Framework and overseen by Operational Risk Management. These metrics are incorporated into the Enterprise Risk Profile to monitor aggregated risks against board-established appetites. In addition, we regularly review and strengthen our enterprise business resiliency and fraud risk oversight programs.

Technology Risk Management

Technology risk refers to the potential adverse impact on business operations and customer experience resulting from reduced or denied availability, or inadequate value delivery, associated with technology applications, infrastructure, or processes. To manage these risks, we make significant investments to strengthen our technology capabilities and address technical debt arising from outdated and unsupported systems. These efforts include updating core banking platforms and enterprise applications, as well as implementing innovative digital solutions for customer engagement.

All technology projects, initiatives, and operational activities are governed by a change management framework designed to assess risks and minimize disruption to business processes and resource allocation. Proposed changes—such as new, expanded, or modified products and services, new lines of business, and other strategic initiatives—are subject to regular review and approval by the Change, Initiatives, and Technology Committee. This committee comprises senior executives, including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology and Operations Officer, and Chief Risk Officer. Risk assessments and change impact analyses conducted under this framework are reported to the ROC.

At the operational level, technology governance is managed by the Enterprise and Technology Operations (“ETO”) division to promote safety, soundness, operational resilience, and compliance with established technology policies. ETO management actively participates in enterprise architecture review boards and technology risk committees to evaluate ongoing objectives related to enterprise standards compliance, strategic alignment, end-of-life planning, audit and risk issue resolution, and asset management. Defined thresholds trigger escalation of associated risks to the ERMC and ROC committees as appropriate.

We have implemented a framework for the responsible use and oversight of AI, guided by established policies and standards, and overseen by the Data and AI Governance Committee. This committee—comprising senior leaders from risk, legal, technology, and data functions—sets policy, monitors risk and related events, and helps maintain adherence to regulatory and ethical standards.

AI use cases are subject to ongoing governance, risk assessment, and appropriate oversight to maintain compliance with applicable laws, ethical standards, and organizational policies. This process includes evaluating AI models for potential bias, transparency, and data privacy risks, as well as monitoring third-party AI solutions for contractual and regulatory compliance. Our governance framework requires that AI-enabled processes remain explainable and auditable, supported by controls designed to manage outcomes and escalate issues when necessary. These measures help mitigate the financial, operational, and reputational risks associated with AI adoption.

Cybersecurity Risk Management

Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity, and availability of data owned, stored, or processed by the Bank. For information about our approach to managing cybersecurity risk, see Part I, Item 1C. Cybersecurity on page 26.

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Capital Management

The Board is responsible for approving key policies related to capital management and has delegated the oversight of capital risk to the Capital Management Committee (“CMC”). Chaired by the Chief Financial Officer and comprising members of management, the CMC’s primary role is to recommend and administer Board-approved capital policies governing our capital strategy. Major responsibilities of the CMC include:

•Setting overall capital targets within the Board-approved Capital Policy, monitoring performance against policy limits, and recommending adjustments to capital structure, including dividends, common stock issuances and repurchases, subordinated debt, and other strategic actions to maintain well-capitalized levels.

•Maintaining an adequate capital buffer to withstand adverse stress scenarios while continuing to meet customer borrowing needs and ensuring access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders.

•Evaluating capital adequacy, stress-testing results, and related indicators that influence our ability to maintain strong market confidence and flexible access to funding.

We believe maintaining a strong capital position is critical to achieving our key corporate objectives, sustaining profitability, and reinforcing confidence among depositors and investors. We focus on: (1) maintaining sufficient capital to support the current needs and growth of our businesses, aligned with our assessment of their potential to deliver shareholder value, and (2) meeting our obligations to depositors and bondholders while prudently managing capital distributions to shareholders through dividends and common stock repurchases.

We utilize stress testing as an important tool to inform our decisions on the appropriate level of capital to maintain, based on hypothetically stressed economic conditions, including the FRB’s supervisory severely adverse scenario. The timing and magnitude of capital actions are influenced by various factors, such as financial performance, business needs, prevailing and anticipated economic conditions, internal stress testing results, and approvals from both the Board and the OCC. Share repurchases may occur periodically in the open market or through privately negotiated transactions.

SHAREHOLDERS’ EQUITY

(Dollar amounts in millions)December 31, 2025December 31, 2024Amount changePercent change
Shareholders’ equity:
Preferred stock$66$66$%
Common stock and additional paid-in capital1,7261,737(11)(1)
Retained earnings7,3296,7016289
Accumulated other comprehensive loss(1,941)(2,380)43918
Total shareholders’ equity$7,180$6,124$1,05617

Total shareholders’ equity increased $1.1 billion, or 17%, to $7.2 billion at December 31, 2025, compared with $6.1 billion at December 31, 2024. In 2025, we repurchased 0.8 million common shares outstanding for $41 million, compared with 0.9 million common shares repurchased for $36 million in 2024. These amounts include shares acquired under both our publicly announced program and in connection with our stock compensation plan. In January 2026, we publicly announced a plan to repurchase up to $75 million of common shares outstanding during the first quarter of 2026.

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At December 31, 2025, the AOCI balance reflected a net loss of $1.9 billion, primarily attributable to a decline in the fair value of fixed-rate AFS securities driven by changes in interest rates. This amount includes $1.6 billion ($1.2 billion after tax) of unrealized losses associated with securities previously transferred from AFS to HTM. Compared with December 31, 2024, AOCI improved $439 million, primarily due to increases in the fair value of AFS securities, the amortization of unrealized losses associated with the securities transferred from AFS to HTM, and paydowns on AFS securities. The improvement in AOCI had a positive impact on our tangible book value per common share. We use interest rate swaps designated as hedges of our securities to reduce the volatility of our AOCI balance. For more information about these swaps, see Note 7 of the Notes to Consolidated Financial Statements.

Absent any sales or credit impairment of the AFS securities, the unrealized losses will not be recognized in earnings. We do not intend to sell any securities in an unrealized loss position, nor do we believe it is more likely than not that we would be required to sell such securities prior to recovering their amortized cost basis. Although changes in AOCI are reflected in shareholders’ equity, they are currently excluded from regulatory capital and therefore do not impact our regulatory ratios.

Federal banking regulators have proposed implementing the Basel III Endgame framework, which would significantly revise certain capital requirements, including the incorporation of unrealized gains and losses on AFS debt securities into regulatory capital. These changes could affect our current and future capital planning, including share repurchase activity. For more information about the regulatory proposals, see “Regulatory Developments” in the Supervision and Regulation section on page 9. For more information regarding our investment securities portfolio and related unrealized gains and losses, see Note 5 of the Notes to Consolidated Financial Statements.

CAPITAL DISTRIBUTIONS

(In millions, except share data)20252024
Capital distributions:
Preferred dividends paid$4$41
Bank preferred stock redeemed374
Total capital distributed to preferred shareholders4415
Common dividends paid263248
Bank common stock repurchased 14136
Total capital distributed to common shareholders304284
Total capital distributed to preferred and common shareholders$308$699
Weighted average diluted common shares outstanding (in thousands)147,157147,215
Common shares outstanding, at year-end (in thousands)147,653147,871

1 Includes amounts related to common shares acquired through our publicly announced plans and those acquired in connection with our stock compensation plan. These shares were acquired from employees to cover their payroll taxes and stock option exercise costs upon the exercise of stock options.

Pursuant to the OCC’s “Earnings Limitation Rule,” dividend payments are limited to the sum of net income for the current fiscal year and retained earnings for the two preceding years, unless prior approval is obtained from the OCC to exceed this threshold. As of January 1, 2026, we had $1.1 billion in retained net profits available for distribution.

In 2025, we paid $4 million in dividends on preferred stock, compared with $41 million in 2024. We paid $263 million in dividends on common stock, or $1.76 per share, in 2025, compared with $248 million, or $1.66 per share, in 2024. In January 2026, the Board declared a quarterly dividend of $0.45 per common share, payable on February 19, 2026, to shareholders of record at the close of business on February 12, 2026.

Basel III

We are subject to the Basel III capital requirements, which include specific minimum regulatory capital ratios. At December 31, 2025, we exceeded all capital adequacy requirements under the Basel III framework. Based on our

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internal stress testing and other capital adequacy assessments, we believe our capital levels sufficiently exceed both internal and regulatory requirements for well-capitalized institutions. For more information regarding our compliance with the Basel III capital requirements, see the “Supervision and Regulation” section on page 9 and Note 15 of the Notes to Consolidated Financial Statements.

The following schedule presents our capital amounts, capital ratios, and other selected performance ratios:

CAPITAL AMOUNTS AND RATIOS

(Dollar amounts in millions)December 31, 2025December 31, 2024December 31, 2023
Basel III capital amounts:
Common equity Tier 1 capital$7,936$7,363$6,863
Tier 1 risk-based8,0037,4307,303
Total risk-based9,5109,0268,553
Risk-weighted assets69,14267,68566,934
Basel III capital ratios:
Common equity Tier 1 capital11.5%10.9%10.3%
Tier 1 risk-based11.6%11.0%10.9%
Total risk-based13.8%13.3%12.8%
Tier 1 leverage9.0%8.3%8.3%
Other ratios:
Average equity to average assets7.4%6.8%6.0%
Return on average common equity13.7%13.1%13.4%
Return on average tangible common equity 116.6%16.2%17.3%
Tangible equity ratio 16.9%5.8%5.4%
Tangible common equity ratio 16.9%5.7%4.9%

1 See “Non-GAAP Financial Measures” on page 84 for more information regarding these ratios.

At December 31, 2025, our CET1 capital was $7.9 billion, an increase of 8%, compared with $7.4 billion in the prior year period. The CET1 capital ratio improved to 11.5%, compared with 10.9%. Tangible book value per common share increased $6.94, or 21%, to $40.79, mainly due to an increase in retained earnings and reduced unrealized losses in AOCI. For more information on non-GAAP financial measures, see page 84.

In 2023, federal banking regulators proposed significant revisions to capital requirements and expanded long-term debt requirements. For more information about these and other regulatory proposals, see “Regulatory Developments” in the Supervision and Regulation section on page 9.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Note 1 of the Notes to Consolidated Financial Statements provides an overview of our significant accounting policies. Certain policies that we consider critical are described below because the related balances and estimates have a material impact on our consolidated financial statements. Any changes to these amounts, including revisions to estimates, may also have a significant effect on the financial statements. Understanding these policies and the related estimates is essential for interpreting our financial condition.

In developing these estimates, we apply complex and subjective judgments, many of which involve a high degree of uncertainty. The following discussion addresses these critical accounting policies and related estimates.

Where applicable, this document includes sensitivity analyses and illustrative examples to demonstrate the potential impact of changes in assumptions on various financial transactions. These sensitivities are hypothetical and should be interpreted with caution. Changes in estimates result from variations in underlying assumptions and cannot be extrapolated in a simple, linear manner. Furthermore, a change in one assumption often influences other assumptions, which may amplify or offset the overall effect.

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Allowance for Credit Losses

The ACL comprises both the ALLL and the RULC. It represents our estimate of current expected credit losses related to the loan and lease portfolio, as well as unfunded lending commitments, as of the balance sheet date. The ACL for our HTM debt securities portfolio is estimated separately from loans and is not presented separately on the consolidated balance sheet because the amount is not significant. At both December 31, 2025 and 2024, the ACL for debt securities was less than $1 million.

Because the ACL is based on economic forecasts that inherently vary over time, it may fluctuate significantly from period to period. Any unfavorable differences between the actual credit-related outcomes and our estimates could result in additional provisions for credit losses.

Determination of the ACL involves a combination of quantitative models and management’s qualitative judgment, considering various factors over the life of the loan. Key assumptions in the quantitative model include the economic forecast, the duration of the reasonable and supportable forecast period, the length of the reversion period, prepayment rates, and the credit quality of the portfolio. The quantitative estimate incorporates losses under multiple economic scenarios—optimistic, baseline, and stressed economic conditions. Management applies qualitative adjustments to scenario weightings to align with its assessment of current conditions and reasonable and supportable forecasts.

If the ACL were calculated using only the baseline economic scenario rather than weighting multiple scenarios, the quantitatively determined ACL at December 31, 2025 would decrease by approximately $123 million. Conversely, if the probability of default for all pass-graded loans were immediately downgraded by one grade on our internal risk-grading scale, the ACL would increase by approximately $29 million. These sensitivity analyses are hypothetical and are provided solely to illustrate the potential impact of changes in economic forecasts and risk grades on the ACL estimate.

For more information on the processes and methodologies used to estimate the ACL, see Note 6 of the Notes to Consolidated Financial Statements.

Fair Value

We measure certain assets and liabilities at fair value, which represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. To promote consistency and comparability in fair value measurements, we apply a three-level hierarchy for valuation inputs:

•Level 1 — Observable inputs based on quoted prices in active markets.

•Level 2 — Inputs other than quoted prices that are observable in the market.

•Level 3 — Unobservable inputs, such as internally developed data.

When observable market prices are unavailable, fair value is estimated using valuation techniques such as discounted cash flow analysis. These models incorporate assumptions that market participants would consider in pricing the asset or the liability. The selection and weighting of these techniques may result in a fair value that differs from the carrying amount, and considerable judgment is required to determine the most representative fair value.

For assets and liabilities measured at fair value, we prioritize the use of observable inputs and minimize reliance on unobservable inputs. In certain circumstances, when market-based observable inputs for model-driven valuations are limited, we make judgments regarding assumptions that market participants would likely consider in estimating the fair value of financial instruments. Management regularly evaluates the relevance of these models under current conditions. Changes in market dynamics—such as reduced liquidity or shifts in secondary market activity—may limit the availability of quoted prices or observable data.

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Fair value is applied on a recurring basis for certain assets and liabilities where fair value is the primary accounting measure, and on a nonrecurring basis for other assets and liabilities to assess impairment, determine lower of cost or fair value, or for disclosure purposes.

AFS securities are valued using multiple methodologies, depending on the security type, market data availability, and other factors. AFS securities in an unrealized loss position undergo quarterly reviews for potential credit impairment. If we intend to sell an identified security, or we determine that it is more likely than not that we would be required to sell the security before recovery of its amortized cost basis, we recognize impairment. If neither condition applies, we assess whether any impairment is attributable to credit-related factors, which are recorded as an allowance. Full or partial write-offs of AFS securities are recorded in the period when the security is deemed uncollectible.

While certain assets and liabilities—such as AFS securities—are measured at fair value, most are not adjusted for fair value changes. This asymmetrical accounting treatment can create volatility in AOCI and equity.

For more information regarding fair value estimates, see Note 3 of the Notes to Consolidated Financial Statements.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Note 2 of the Notes to Consolidated Financial Statements summarizes recently issued accounting pronouncements that we are, or will be, required to adopt. Also described is our assessment of the expected impact these accounting pronouncements may have, if material, on our financial condition and results of operations.

NON-GAAP FINANCIAL MEASURES

This Form 10-K includes certain non-GAAP financial measures alongside those prepared in accordance with generally accepted accounting principles (“GAAP”). Reconciliations between the applicable GAAP measures and the corresponding non-GAAP measures are provided in the accompanying schedules. We believe these adjustments are relevant to evaluating ongoing operating results and offer a meaningful basis for comparing performance across periods. Management uses these non-GAAP measures to assess both financial performance and position. Presenting these measures enables investors to evaluate our results using the same approach applied by management and commonly used within the financial services industry.

Non-GAAP financial measures have inherent limitations and may not be directly comparable to similar measures reported by other financial institutions. While these measures are commonly used by stakeholders to evaluate company performance, they should be viewed as supplemental and not as a substitute for analysis of results prepared in accordance with GAAP. Non-GAAP measures should not be considered in isolation, as they provide an incomplete perspective without reference to GAAP-based financial information.

Tangible Common Equity and Related Measures

Tangible common equity and related metrics are non-GAAP measures that exclude the impact of intangible assets and associated amortization. We believe these measures provide meaningful insight into the utilization of shareholders’ equity and offer a consistent basis for evaluating business performance.

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RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP)

Year Ended December 31,
(Dollar amounts in millions)202520242023
Net earnings applicable to common shareholders (GAAP)$895$737$648
Adjustment, net of tax:
Amortization of core deposit and other intangibles755
Net earnings applicable to common shareholders, net of tax(a)$902$742$653
Average common equity (GAAP)$6,530$5,630$4,839
Average goodwill and intangibles(1,084)(1,055)(1,062)
Average tangible common equity (non-GAAP)(b)$5,446$4,575$3,777
Return on average tangible common equity (non-GAAP) 1(a/b)16.6%16.2%17.3%

1 Excluding the effect of AOCI from average tangible common equity would result in associated returns of 11.8%, 10.4%, and 9.7% for the periods presented, respectively.

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,
202520242023
Total shareholders’ equity (GAAP)$7,180$6,124$5,691
Goodwill and intangibles(1,091)(1,052)(1,059)
Tangible equity (non-GAAP)(a)6,0895,0724,632
Preferred stock(66)(66)(440)
Tangible common equity (non-GAAP)(b)$6,023$5,006$4,192
Total assets (GAAP)$88,990$88,775$87,203
Goodwill and intangibles(1,091)(1,052)(1,059)
Tangible assets (non-GAAP)(c)$87,899$87,723$86,144
Common shares outstanding (in thousands)(d)147,653147,871148,153
Tangible equity ratio (non-GAAP)(a/c)6.9%5.8%5.4%
Tangible common equity ratio (non-GAAP)(b/c)6.9%5.7%4.9%
Tangible book value per common share (non-GAAP)(b/d)$40.79$33.85$28.30

Efficiency Ratio and Adjusted Pre-Provision Net Revenue

The efficiency ratio measures operating expenses relative to revenue and provides insight into the cost of generating revenue. We adjust this ratio to exclude certain items that are not generally expected to recur frequently, as detailed in the accompanying schedule. These adjustments enhance comparability across reporting periods. Adjusted noninterest expense reflects how effectively we manage operating expenses, while adjusted pre-provision net revenue enables management and stakeholders to evaluate our capacity to generate capital. Additionally, taxable-equivalent net interest income facilitates comparability between revenue derived from taxable and tax-exempt sources.

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EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP)

(Dollar amounts in millions)202520242023
Noninterest expense (GAAP)(a)$2,138$2,046$2,097
Adjustments:
Severance costs16314
Other real estate expense, net(2)(1)
Amortization of core deposit and other intangibles876
Restructuring costs1
SBIC investment success fee accrual51
FDIC special assessment(11)1190
Total adjustments(b)1621111
Adjusted noninterest expense (non-GAAP)(c)=(a-b)$2,122$2,025$1,986
Net interest income (GAAP)(d)$2,627$2,430$2,438
Fully taxable-equivalent adjustments(e)464541
Taxable-equivalent net interest income (non-GAAP)(f)=(d+e)2,6732,4752,479
Customer-related noninterest income (GAAP)(g)662639616
Net credit valuation adjustment (CVA) 1(h)(9)(4)
Adjusted customer-related noninterest income (non-GAAP)(i)=(g-h)671639620
Noncustomer-related noninterest income (GAAP)(j)966161
Securities gains (losses), net(k)52194
Adjusted noncustomer-related noninterest income (non-GAAP)(l)=(j-k)444257
Combined income (non-GAAP)(m)=(f+g+j)$3,431$3,175$3,156
Adjusted taxable-equivalent revenue (non-GAAP)(n)=(f+i+l)3,3883,1563,156
Pre-provision net revenue (non-GAAP)(m)-(a)$1,293$1,129$1,059
Adjusted PPNR (non-GAAP)(n)-(c)1,2661,1311,170
Efficiency ratio (non-GAAP) 2(c/n)62.6%64.2%62.9%

1 Effective the first quarter of 2025, capital markets fees and income included the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.

2 Excluding the $15 million charitable contribution, adjusted noninterest expense for 2025 would have been $2.11 billion, resulting in an efficiency ratio of 62.2%.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000109380-25-000040.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-25. Report date: 2024-12-31.

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. 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. 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. Our focus is on five strategic growth areas: commercial, small business, capital markets, wealth management, and consumer.

To achieve our growth and profitability objectives, we invest in six key areas, referred to as “strategic enablers”:

1.People and Empowerment — we invest in training our employees and providing them with the tools and resources to build their capabilities;

2.Technology — we invest in innovative technologies to make us more efficient and enable us to remain competitive;

3.Marketing — we invest in marketing strategies to strengthen our local brands, attract new clients, deepen existing relationships, and enhance customer engagement;

4.Operational Excellence — we invest in and support ongoing improvements to safely and securely deliver value to our customers;

5.Risk Management — we engage in risk management practices to ensure prudent risk-taking and appropriate oversight; and

6.Data and Analytics — we invest in relevant enterprise data and analytic tools to support local execution and informed decision making.

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. Growth rates of 100% or more are considered not meaningful (“NM”) as they generally reflect a low starting point.

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Column 1Column 2Column 3Column 4Column 5Column 6Column 7
Net Earnings Applicable to Common Shareholders(in millions)Diluted EPSAdjusted PPNR(in millions) 1Efficiency ratio1

1 For information on non-GAAP financial measures, see page 83.

Our financial performance for 2024, relative to the prior year, reflected growth in net earnings and diluted earnings per share (“EPS”), with modest deterioration in adjusted pre-provision net revenue. Diluted EPS was $4.95, compared with $4.35 in 2023, and benefited from a lower provision for credit losses, higher noninterest income, and lower noninterest expenses.

•Net interest income remained relatively flat, as higher earning asset yields were offset by higher funding costs. Net interest income was also impacted by increases in average interest-earning assets and interest-bearing liabilities. The net interest margin (“NIM”) decreased slightly to 3.00%, compared with 3.02%.

◦Average interest-earning assets increased $480 million, or 1%, as growth in average loans and leases and average money market investments was largely offset by a decline in average securities.

◦Average interest-bearing liabilities increased $4.2 billion, or 8%, as an increase in average interest-bearing deposits was partially offset by a decrease in average borrowed funds.

◦Total loans and leases increased $1.6 billion, or 3%, primarily due to growth in the consumer 1-4 family residential mortgage, home equity credit lines, and commercial and industrial loan portfolios.

◦Total deposits increased $1.3 billion, or 2%, primarily due to an increase in interest-bearing deposits, partially offset by a decrease in noninterest-bearing deposits. Customer deposits (excluding brokered deposits) increased $663 million, or 1%.

•The provision for credit losses was $72 million in 2024, compared with $132 million in 2023.

•Customer-related noninterest income increased $19 million, or 3%, driven largely by increases in capital markets fees and commercial account fees, partially offset by decreases in loan-related fees and card fees. Increases in noncustomer-related noninterest income were primarily due to increases in net securities gains and credit valuation adjustments (“CVA”)on client-related interest rate swaps, partially offset by a decline in dividends on FHLB stock.

•Noninterest expense decreased $51 million, or 2%. Deposit insurance and regulatory expense decreased $78 million, largely due to a $90 million accrual associated with the FDIC special assessment during the prior year. This decrease was partially offset by increases in technology, telecom, and information processing expense, and salaries and employee benefits expense. The efficiency ratio was 64.2%, compared with 62.9%, due to an increase in adjusted noninterest expense.

•Net loan and lease charge-offs totaled $60 million, or 0.10%, of average loans and leases, compared with $36 million, or 0.06%, in 2023. The increase in charge-offs was largely due to a single commercial and industrial loan. The ratio of allowance for credit losses (“ACL”) to total loans and leases was 1.25%, compared with 1.26%.

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•Nonperforming assets totaled $298 million, or 0.50%, of total loans and leases and other real estate owned (“OREO”), compared with $228 million, or 0.39%. The increase in nonperforming assets was primarily due to a small number of loans in the commercial and industrial and term commercial real estate (“CRE”) portfolios.

•Classified loans totaled $2.9 billion, or 4.83%, of total loans and leases, compared with $825 million, or 1.43%. The increase in classified loans was primarily in the multifamily and industrial CRE loan portfolios, largely due to an increased emphasis in risk grading on current cash flows, and less emphasis on the adequacy of collateral values and the strength of guarantors and sponsors. The increase in classified loans was also attributable to weaker performance, particularly for 2021 and 2022 construction loan vintages, as borrowers missed projections due to longer-than-anticipated lease-up periods, rent concessions, elevated costs, and higher interest rates.

•Total borrowed funds, consisting primarily of secured borrowings, decreased $139 million, or 3%, as a decline in security repurchase agreements was partially offset by an increase in long-term debt. The increase in long-term debt was due to the issuance of $500 million of 6.82% Fixed-to-Floating Subordinated Notes due 2035, partially offset by the redemption of $88 million of 6.95% Fixed-to-Floating Subordinated Notes due 2028 during the fourth quarter of 2024.

•Preferred stock decreased $374 million due to the redemption of the outstanding shares of our Series G, I, and J preferred stock during the fourth quarter of 2024.

The following schedule presents additional selected financial highlights:

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SELECTED FINANCIAL HIGHLIGHTS

(Dollar amounts in millions, except per share amounts)2024/2023 Change202420232022
For the Year
Net interest income%$2,430$2,438$2,520
Noninterest income3%700677632
Total net revenue%3,1303,1153,152
Provision for credit losses(45)%72132122
Noninterest expense(2)%2,0462,0971,878
Pre-provision net revenue 17%1,1291,0591,311
Adjusted pre-provision net revenue 1(3)%1,1311,1701,312
Net income15%784680907
Net earnings applicable to common shareholders14%737648878
Per Common Share
Net earnings – diluted14%4.954.355.79
Tangible book value at year-end 120%33.8528.3022.79
Market price – end24%54.2543.8749.16
Market price – high15%63.2255.2075.44
Market price – lowNM37.7618.2645.21
At Year-End
Assets2%88,77587,20389,545
Loans and leases, net of unearned income and fees3%59,41057,77955,653
Deposits2%76,22374,96171,652
Common equity15%6,0585,2514,453
Performance Ratios
Return on average assets0.88%0.77%1.01%
Return on average common equity13.1%13.4%16.0%
Return on average tangible common equity 116.2%17.3%19.8%
Net interest margin3.00%3.02%3.06%
Net charge-offs to average loans and leases0.10%0.06%0.07%
Total allowance for credit losses to loans and leases outstanding1.25%1.26%1.14%
Capital Ratios at Year-End
Common equity Tier 1 capital10.9%10.3%9.8%
Tier 1 leverage8.3%8.3%7.7%
Tangible common equity 15.7%4.9%3.8%
Other Selected Information
Weighted average diluted common shares outstanding (in thousands)%147,215147,756150,271
Bank common shares repurchased (in thousands)(6)%8909473,563
Dividends declared1%$1.66$1.64$1.58
Common dividend payout ratio 233.6%37.8%27.3%
Capital distributed as a percentage of net earnings applicable to common shareholders 338%46%50%
Efficiency ratio 164.2%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.

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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. The NIM is calculated as net interest income as a percentage of average interest-earning assets.

NET INTEREST INCOME AND NET INTEREST MARGIN

Amount changePercent changeAmount changePercent change
(Dollar amounts in millions)202420232022
Interest and fees on loans 1$3,514$31810%$3,196$1,08451%$2,112
Interest on money market investments2304222188107NM81
Interest on securities549(14)(2)5635110512
Total interest income4,29334693,9471,242462,705
Interest on deposits1,540477451,063993NM70
Interest on short- and long-term borrowings323(123)(28)446331NM115
Total interest expense1,863354231,5091,324NM185
Net interest income$2,430$(8)$2,438$(82)(3)$2,520
Average interest-earning assets$82,464$4801$81,984$(1,654)(2)$83,638
Average interest-bearing liabilities56,0614,185851,8769,7382342,138
bpsbps
Net interest margin 23.00%(2)3.02%(4)3.06%

1 Includes interest income recoveries of $6 million, $4 million, and $9 million for the respective years ended.

2 Taxable-equivalent rates used where applicable.

Net interest income remained relatively flat year over year, as higher yields on interest-earning assets were offset by increased funding costs. Net interest income was also impacted by increases in average interest-earning assets and interest-bearing liabilities. The NIM was 3.00% in 2024, compared with 3.02% in 2023.

The following chart presents the changes in yields on average interest-earning assets:

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The yield on average interest-earning assets increased 40 basis points in 2024, reflecting higher interest rates and a favorable mix change to higher yielding assets, as average loans and leases and average money market investments increased, while average securities decreased. The yield on average loans and leases increased 37 basis points and the yield on both average securities and average money market investments increased 19 basis points.

The following chart presents the changes in rates paid on average interest-bearing liabilities:

The total cost of deposits increased 60 basis points, and the rate paid on total deposits and interest-bearing liabilities increased 41 basis points in 2024, reflecting the higher interest rate environment and a decrease in noninterest-bearing deposits. The rate paid on total borrowed funds decreased 4 basis points.

Average interest-earning assets increased $480 million, or 1%, from the prior year, as growth in average loans and leases and average money market investments, was partially offset by a decline in average securities.

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Average loans and leases increased $1.8 billion, or 3%, to $58.5 billion, primarily due to growth in average consumer and commercial real estate loans. Average securities decreased $2.0 billion, or 9%, to $19.6 billion, primarily due to principal reductions.

Average interest-bearing liabilities increased $4.2 billion, or 8%, from the prior year, largely driven by an increase in average interest-bearing deposits, and decreases in average noninterest-bearing deposits and average borrowed funds.

Average deposits increased $1.9 billion, or 3%, to $74.8 billion. Average interest-bearing deposits increased $6.5 billion, or 15%, primarily due to customer deposit growth and migration to interest-bearing deposit products in response to the higher interest rate environment. Average noninterest-bearing deposits decreased $4.6 billion, or 16%, and represented 34% of total deposits in 2024, compared with 41% in 2023. Average borrowed funds, consisting primarily of secured borrowings, decreased $2.3 billion, or 27%, to $6.4 billion, primarily due to a decline in security repurchase agreements.

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. 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.

The following schedule presents the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets, as well as the rates paid on interest-bearing liabilities:

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AVERAGE BALANCE SHEETS, YIELDS, AND RATES

Year Ended December 31,
202420232022
(In millions)Average balanceInterestYield/Rate 1Average balanceInterestYield/Rate 1Average balanceInterestYield/Rate 1
ASSETS
Money market investments:
Interest-bearing deposits$1,970$1065.40%$2,163$1125.18%$3,066$270.87%
Federal funds sold and securities purchased under agreements to resell2,2031245.621,358765.572,482542.16
Total money market investments4,1732305.523,5211885.335,548811.45
Trading securities3624.415312.86322164.79
Investment securities:
Available-for-sale9,6213323.4610,9003313.0323,1324611.99
Held-to-maturity10,0172242.2310,7312402.241,999472.36
Total investment securities19,6385562.8321,6315712.6425,1315082.02
Loans held for sale704NM392NM391NM
Loans and leases: 2
Commercial30,6711,8426.0130,5191,6795.5029,2251,1944.09
Commercial real estate13,5329677.1413,0239086.9812,2515444.44
Consumer14,3447375.1413,1986394.8411,1223983.58
Total loans and leases58,5473,5466.0656,7403,2265.6952,5982,1364.06
Total interest-earning assets82,4644,3385.2681,9843,9884.8683,6382,7423.28
Cash and due from banks714662621
Allowance for credit losses on loans and debt securities(689)(632)(514)
Goodwill and intangibles1,0551,0621,022
Other assets5,2795,5794,908
Total assets$88,823$88,655$89,675
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits:
Savings and money market$38,796$1,0222.63$34,135$6501.90$37,045$610.16
Time10,8985184.759,0284134.581,59490.58
Total interest-bearing deposits49,6941,5403.1043,1631,0632.4638,639700.18
Borrowed funds:
Federal funds purchased and security repurchase agreements1,309685.193,3801694.981,531382.49
Other short-term borrowings4,4582184.904,7412415.081,263463.65
Long-term debt600376.07592366.09705314.28
Total borrowed funds6,3673235.078,7134465.113,4991153.27
Total interest-bearing liabilities56,0611,8633.3251,8761,5092.9142,1381850.44
Noninterest-bearing demand deposits25,06629,70339,890
Other liabilities1,6431,7971,735
Total liabilities82,77083,37683,763
Shareholders’ equity:
Preferred equity423440440
Common equity5,6304,8395,472
Total shareholders’ equity6,0535,2795,912
Total liabilities and shareholders’ equity$88,823$88,655$89,675
Spread on average interest-bearing funds1.94%1.95%2.84%
Impact of net noninterest-bearing sources of funds1.06%1.07%0.22%
Net interest margin$2,4753.00%$2,4793.02%$2,5573.06%
Memo: total cost of deposits2.06%1.46%0.09%
Memo: total deposits and interest-bearing liabilities$81,1271,8632.28%$81,5791,5091.87%$82,0281850.23%

1 Taxable-equivalent rates used where applicable.

2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs.

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The following schedule presents year-over-year changes in net interest income on a fully taxable-equivalent basis for the years indicated. For the yield calculations, average loan balances include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized as interest income, but are applied as reductions to the principal outstanding. Additionally, interest on modified loans is generally accrued at the modified rates.

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.

ANALYSIS OF CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME

2024 over 20232023 over 2022
Changes due toTotal changesChanges due toTotal changes
(In millions)VolumeRate1VolumeRate1
INTEREST-EARNING ASSETS
Money market investments:
Interest-bearing deposits$(10)$4$(6)$(8)$93$85
Federal funds sold and securities purchased under agreements to resell4848(25)4722
Total money market investments38442(33)140107
Trading securities11(8)(7)(15)
Securities:
Available-for-sale(39)401(244)114(130)
Held-to-maturity(15)(1)(16)195(2)193
Total securities(54)39(15)(49)11263
Loans held for sale2211
Loans and leases2
Commercial815516356429485
Commercial real estate37225936328364
Consumer57419884157241
Total loans and leases1022183201769141,090
Total interest-earning assets88262350861,1601,246
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Saving and money market97275372(6)595589
Time8916105163241404
Total interest-bearing deposits186291477157836993
Borrowed funds:
Federal funds purchased and security repurchase agreements(104)3(101)7259131
Other short-term borrowings(14)(9)(23)17124195
Long-term debt11(6)115
Total borrowed funds(117)(6)(123)23794331
Total interest-bearing liabilities692853543949301,324
Change in taxable-equivalent net interest income$19$(23)$(4)$(308)$230$(78)

1 Taxable-equivalent rates used where applicable.

2 Net of unearned income and fees, net of related costs. Loans include nonaccrual and modified loans.

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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 ALLL represents the estimated current expected credit losses related to the loan and lease portfolio as of the balance sheet date. The RULC represents the estimated reserve for current expected credit losses associated with off-balance sheet commitments. Changes in the ALLL and RULC, net of charge-offs and recoveries, are recorded as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, on the consolidated statement of income. The ACL for debt securities is estimated separately from loans and is included in “Investment securities” on the consolidated balance sheet.

The ACL was $741 million at December 31, 2024, compared with $729 million at December 31, 2023. The increase in the ACL primarily reflects credit quality deterioration and higher reserves associated with portfolio-specific risks including commercial real estate, partially offset by improvements in economic forecasts. The ratio of ACL to total loans and leases was 1.25% at December 31, 2024, compared with 1.26% at December 31, 2023.

The provision for credit losses, which includes both the provision for loan and lease losses and the provision for unfunded lending commitments, was $72 million in 2024, compared with $132 million in 2023. The provision for securities losses was less than $1 million during 2024 and 2023.

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The bar chart above illustrates the broad categories of changes in the ACL from the prior year period. To estimate current expected losses, we use econometric loss models that incorporate multiple economic scenarios, reflecting optimistic, baseline, and stressed economic conditions. The results derived from these scenarios are weighted to produce the credit loss estimate. Management may adjust the weights to reflect their assessment of current conditions and reasonable and supportable forecasts.

The second bar represents changes in these economic forecasts and current economic conditions, including management’s judgment on the weighting of the economic forecasts during the current quarter. These changes contributed to a $146 million decrease in the ACL from the prior year.

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.

The fourth bar represents changes in our loan portfolio composition, including changes in loan balances and mix, the aging of the portfolio, and other qualitative risk factors. During 2024, changes in loan portfolio composition offset the effects of $1.6 billion in period-ending loan growth, resulting in no significant impact on the ACL.

See “Credit Quality” on page 66 and Note 6 of the Notes to Consolidated Financial Statements for more information on how we determine the appropriate level of the ALLL and the RULC.

Noninterest Income

Noninterest income represents revenue earned from products and services that generally have no associated interest rate or yield and is classified as either customer-related or noncustomer-related. Customer-related noninterest income excludes items such as securities gains and losses, dividends, insurance-related income, and mark-to-market adjustments on certain derivatives.

Total noninterest income increased $23 million, or 3%, in 2024, relative to the prior year. Noninterest income represented 22% of our net revenue in both 2024 and 2023. The following schedule presents a comparison of the major components of noninterest income:

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NONINTEREST INCOME

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
Commercial account fees$182$85%$174$159%$159
Card fees96(5)(5)101(3)(3)104
Retail and business banking fees671266(7)(10)73
Loan-related fees and income70(9)(11)79(1)(1)80
Capital markets fees110293681(2)(2)83
Wealth management fees58583555
Other customer-related fees56(5)(8)611260
Customer-related noninterest income63919362061614
Fair value and nonhedge derivative income (loss)4NM(4)(20)NM16
Dividends and other income42(15)(26)5740NM17
Securities gains (losses), net1915NM419NM(15)
Noncustomer-related noninterest income61475739NM18
Total noninterest income$700$233$677$457$632

Customer-related Noninterest Income

Consistent with our key corporate objectives, we focus on expanding and supporting new and existing relationships by providing high-quality products and services to our commercial, small business, and consumer customers, thereby benefiting noninterest income through enhanced service offerings.

Customer-related noninterest income increased $19 million, or 3%, in 2024, relative to the prior year. Key drivers impacting customer-related revenue included:

•Capital markets fees increased $29 million, or 36%, driven by expanded real estate capital markets activity as well as increased swap fees, loan syndication fees, and foreign exchange fees.

•Commercial account fees increased $8 million or 5%, largely due to an increase in account analysis fees, partially offset by decreases in merchant fees and treasury management sweep fees.

•Loan-related fees and income decreased $9 million, or 11%, primarily due to higher gains on loan sales in the prior year and a decline in loan servicing income resulting from the sale of associated mortgage servicing rights in 2023.

•Card fees decreased $5 million, or 5%, primarily due to declines in commercial and business bankcard interchange fees.

•Other customer-related fees decreased $5 million, or 8%, mainly due to a decrease in miscellaneous income, including fees associated with compliance and other support services to pharmacies and healthcare providers.

Noncustomer-related Noninterest Income

Noncustomer-related noninterest income increased $4 million, or 7%, in 2024, relative to the prior year. Key drivers impacting noncustomer-related revenue included:

•Net securities gains increased $15 million, largely due to valuation adjustments in our Small Business Investment Company (“SBIC”) investment portfolio.

•Fair value and nonhedge derivative income increased $4 million due to credit valuation adjustments on client-related interest rate swaps.

•Dividends and other income decreased $15 million, primarily due to a decline in dividends on FHLB stock, as well as gains in the prior year associated with the sale of bank-owned property.

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Noninterest Expense

The following schedule presents a comparison of the major components of noninterest expense:

NONINTEREST EXPENSE

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
Salaries and employee benefits$1,287$121%$1,275$403%$1,235
Technology, telecom, and information processing2602082403115209
Occupancy and equipment, net1611116085152
Professional and legal services6423625957
Marketing and business development45(1)(2)4671839
Deposit insurance and regulatory expense91(78)(46)169119NM50
Credit-related expense25(1)(4)26(4)(13)30
Other real estate expense, net(1)(1)NM(1)NM1
Other114(5)(4)1191413105
Total noninterest expense$2,046$(51)(2)$2,097$21912$1,878
Adjusted noninterest expense (non-GAAP)$2,025$392$1,986$1106$1,876

Noninterest expense decreased $51 million, or 2%, in 2024, primarily due to a $78 million decrease in deposit insurance and regulatory expense, driven by a $90 million accrual associated with the FDIC special assessment during the fourth quarter of 2023. Technology, telecom, and information processing expense increased $20 million, or 8%, primarily due to increases in software amortization expenses associated with the replacement of our core loan and deposit banking systems, as well as other related application software, license, and maintenance expenses. For additional information on the replacement of our core loan and deposit banking systems, see “Premises, Equipment, and Software” on page 54.

Salaries and benefits expense represented approximately 63% and 61% of total noninterest expense in 2024 and 2023, respectively. The following schedule presents the major components of salaries and employee benefits expense:

SALARIES AND EMPLOYEE BENEFITS

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
Salaries and bonuses$1,061$4%$1,057$293%$1,028
Employee benefits:
Employee health and insurance105551007893
Retirement and profit sharing49(2)(4)51(1)(2)52
Payroll taxes and other fringe benefits7257675862
Total employee benefits22684218115207
Total salaries and employee benefits$1,287$121$1,275$403$1,235
Full-time equivalent employees at December 319,406(273)(3)9,679(310)(3)9,989

Total salaries and benefits expense increased $12 million, or 1%, primarily due to a decline in capitalized salaries related to reduced software development activities, as well as higher benefits accruals, partially offset by a decrease in base salaries. Excluding the effect of capitalized salaries, total salaries and benefits expense remained relatively flat compared with the prior year. We had 9,406 full-time equivalent employees at December 31, 2024, a decrease of approximately 3% relative to the prior year.

Adjusted noninterest expense increased $39 million, or 2%. The efficiency ratio was 64.2%, compared with 62.9%, due to the aforementioned increase in adjusted noninterest expense. For information on non-GAAP financial measures, see page 83.

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Technology Spend

Consistent with our key corporate objectives, we invest in technology initiatives designed to improve our products and services, make us more efficient, and enable us to remain competitive. We report these investments as technology spend, which includes the following:

•Technology, telecom, and information processing expense — includes current period expenses presented on the consolidated statement of income related to application software licensing and maintenance, telecommunications, and data processing, less related non-cash amortization and depreciation;

•Other technology-related expense — includes related noncapitalized salaries and employee benefits, occupancy and equipment, and professional and legal services; and

•Technology investments — includes capitalized technology infrastructure equipment, hardware, and software (both purchased and internally developed).

The following schedule presents the composition of our technology spend:

TECHNOLOGY SPEND

(In millions)2024Amount changePercent change2023Amount changePercent change2022
Technology, telecom, and information processing expense$260$208%$240$3115%$209
Less: related non-cash amortization and depreciation(79)(8)11(71)(17)31(54)
Other technology-related expense2511982322613206
Capitalized technology investments34(48)(59)82(8)(9)90
Total technology spend$466$(17)(4)$483$327$451

Total technology spend decreased $17 million, or 4%, relative to the prior year, as the aforementioned increase in technology, telecom, and information processing expense and an increase in other technology-related expense were more than offset by a decrease in certain capitalized technology investments, as the final phase of our multi-year project to replace substantially all of our in-scope core loan and deposit banking systems was completed in July 2024.

Income Taxes

The following schedule presents the income tax expense and effective tax rates for the periods presented:

INCOME TAXES

(Dollar amounts in millions)202420232022
Income before income taxes$1,012$886$1,152
Income tax expense228206245
Effective tax rate22.5%23.3%21.3%

The effective tax rates for the periods presented above were reduced by nontaxable municipal interest income and nontaxable income from certain bank-owned life insurance policies (“BOLI”). However, they were increased by the nondeductibility of certain FDIC premiums, certain executive compensation, and other fringe benefits. The higher effective tax rates for 2024 and 2023 were primarily attributed to higher nondeductible FDIC premium expense (excluding the deductible special assessments) and nondeductible interest expense related to certain municipal loans and securities.

Investments in technology initiatives, low-income housing, and municipal securities during 2024, 2023, and 2022, generated tax credits and nontaxable income, which benefited the effective tax rate for each respective year. Additionally, the effective tax rate for 2024 benefited from a reduction in the reserve for uncertain tax positions related to credits on technology initiatives, as various statutes of limitations expired.

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At December 31, 2024 and 2023, we reported a net DTA of $0.9 billion and $1.0 billion, respectively. The reduction in the net DTA was primarily attributed to a decrease in unrealized losses in accumulated other comprehensive income (“AOCI”) associated with investment securities and derivative instruments.

No valuation allowance was recorded at December 31, 2024 and December 31, 2023. For more information about the factors influencing our effective tax rate, significant components of our DTAs and DTLs, and unrecognized tax benefits for uncertain tax positions, see Note 20 of the Notes to Consolidated Financial Statements.

Preferred Stock Dividends and Redemption

Preferred stock dividends totaled $41 million in 2024, $32 million in 2023, and $29 million in 2022. The increase was primarily driven by changes in the timing and rates of dividend payments for certain series of preferred stock. In December 2024, we fully redeemed the outstanding shares of our Series G, I, and J preferred stock and paid all declared and unpaid dividends. For further details, see Note 14 of the Notes to Consolidated Financial Statements.

Business Segment Results

We manage our operations through seven affiliate banks located in different geographic markets, each with its own local branding and management team. 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”). We emphasize local authority, responsibility, pricing, and customization of certain products that are designed to maximize customer satisfaction, strengthen community relations, and improve profitability and shareholder returns.

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. 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. This process is subject to ongoing changes and refinements. For more performance information related to our business segments, including the Other segment, see Note 22 of the Notes to Consolidated Financial Statements.

We present selected financial information below for each of our business segments. Ratios are calculated based on amounts in thousands. All references to domestic deposits by state are based on FDIC deposit market share data for full-service institutions with at least three branches at June 30, 2024.

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Zions Bank

Zions Bank is headquartered in Salt Lake City, Utah. At December 31, 2024, Zions Bank operated 92 branches in Utah, 25 branches in Idaho, and one branch in Wyoming. As measured by domestic deposits in these states, Zions Bank was the largest full-service commercial bank in Utah and the fourth largest in Idaho. The FDIC deposit market share data at June 30, 2024 for Zions Bank in Wyoming was not meaningful.

ZIONS BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
SELECTED INCOME STATEMENT DATA
Net interest income$692$(6)(1)%$698$(28)(4)%$726
Provision for credit losses(8)(28)NM20(23)(53)43
Noninterest income187(5)(3)19263186
Noninterest expense571(11)(2)5828417498
Income (loss) before income taxes3162810288(83)(22)371
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial8,255(269)(3)8,52442458,100
Commercial real estate2,7836222,721(130)(5)2,851
Consumer3,82027883,542557192,985
Total loans14,8587114,787851613,936
Total deposits21,324632320,692(691)(3)21,383
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$(3)(22)NM$19(10)(34)$29
Ratio of net charge-offs (recoveries) to average loans and leases(0.02)%0.13%0.22%
Allowance for credit losses$154(3)(2)$15721$155
Ratio of allowance for credit losses to net loans and leases, at year end1.04%1.10%1.17%
Nonperforming assets$29312$26(10)(28)$36
Ratio of nonperforming assets to net loans and leases and other real estate owned0.20%0.18%0.26%

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California Bank & Trust

California Bank & Trust is headquartered in San Diego, California. At December 31, 2024, CB&T operated 75 branches in California. As measured by domestic deposits in the state, CB&T was the 15th largest full-service commercial bank in California.

CALIFORNIA BANK AND TRUST SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
SELECTED INCOME STATEMENT DATA
Net interest income$584$(18)(3)%$602$102%$592
Provision for credit losses42(2)(5)44(5)(10)49
Noninterest income1215411622114
Noninterest expense403(8)(2)4117121340
Income (loss) before income taxes260(3)(1)263(54)(17)317
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial7,295(30)7,325(116)(2)7,441
Commercial real estate4,244(98)(2)4,34216444,178
Consumer3,040530212,510243112,267
Total loans14,579402314,177291213,886
Total deposits14,529(505)(3)15,034263214,771
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$4333NM$107NM$3
Ratio of net charge-offs (recoveries) to average loans and leases0.30%0.07%0.02%
Allowance for credit losses$16753$1624033$122
Ratio of allowance for credit losses to net loans and leases, at year end1.17%1.15%0.93%
Nonperforming assets$1011923$8257NM$25
Ratio of nonperforming assets to net loans and leases and other real estate owned0.69%0.58%0.18%

On September 23, 2024, we announced that we entered into an agreement to purchase four FirstBank Coachella Valley, California branches and their associated deposit and loan accounts. In addition to the four branches, the purchase includes approximately $700 million in deposits and $400 million in commercial and consumer loans. These amounts are subject to change. The transaction is expected to be completed in the first quarter of 2025, subject to customary closing conditions.

In January 2025, Southern California experienced devastating wildfires. We anticipate minimal credit losses due to insurance coverage and our limited residential credit exposure in the affected areas.

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Amegy Bank

Amegy Bank is headquartered in Houston, Texas. At December 31, 2024, Amegy operated 75 branches in Texas. As measured by domestic deposits in the state, Amegy was the eighth largest full-service commercial bank in Texas.

AMEGY BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
SELECTED INCOME STATEMENT DATA
Net interest income$496$399%$457$(48)(10)%$505
Provision for credit losses227471510NM5
Noninterest income175(9)(5)1841912165
Noninterest expense456314539828355
Income (loss) before income taxes1932012173(137)(44)310
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial7,85158987,262(90)(1)7,352
Commercial real estate2,438290142,14817191,977
Consumer3,585(2)3,58715653,431
Total loans13,874877712,997237212,760
Total deposits15,349(42)15,3911,304914,087
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$4(1)(20)$5267$3
Ratio of net charge-offs (recoveries) to average loans and leases0.03%0.04%0.02%
Allowance for credit losses$14121$1391714$122
Ratio of allowance for credit losses to net loans and leases, at year end1.05%1.08%1.01%
Nonperforming assets$7641NM$35(24)(41)$59
Ratio of nonperforming assets to net loans and leases and other real estate owned0.55%0.27%0.46%

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National Bank of Arizona

National Bank of Arizona is headquartered in Phoenix, Arizona. At December 31, 2024, NBAZ operated 56 branches in Arizona. As measured by domestic deposits in the state, NBAZ was the fifth largest full-service commercial bank in Arizona.

NATIONAL BANK OF ARIZONA SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
SELECTED INCOME STATEMENT DATA
Net interest income$245$(4)(2)%$249$73%$242
Provision for credit losses1713NM4(7)(64)11
Noninterest income433840(8)(17)48
Noninterest expense196211942716167
Income (loss) before income taxes75(16)(18)91(21)(19)112
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial2,496(101)(4)2,5977332,524
Commercial real estate1,732(39)(2)1,771259171,512
Consumer1,416157121,259177161,082
Total loans5,644175,627509105,118
Total deposits6,8843916,845(449)(6)7,294
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$1$12NM$(1)
Ratio of net charge-offs (recoveries) to average loans and leases0.02%0.02%(0.02)%
Allowance for credit losses$731935$541435$40
Ratio of allowance for credit losses to net loans and leases, at year end1.28%1.02%0.81%
Nonperforming assets$10(2)(17)$126NM$6
Ratio of nonperforming assets to net loans and leases and other real estate owned0.18%0.21%0.12%

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Nevada State Bank

Nevada State Bank is headquartered in Las Vegas, Nevada. At December 31, 2024, NSB operated 43 branches in Nevada. As measured by domestic deposits in the state, NSB was the fifth largest full-service commercial bank in Nevada.

NEVADA STATE BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
SELECTED INCOME STATEMENT DATA
Net interest income$197$53%$192$74%$185
Provision for credit losses(11)(53)NM4238NM4
Noninterest income5271645(3)(6)48
Noninterest expense177321742315151
Income (loss) before income taxes8362NM21(57)(73)78
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial1,526180131,346(2)1,348
Commercial real estate821(30)(4)851567795
Consumer1,3339981,23410491,130
Total loans3,68024973,43115853,273
Total deposits7,079(60)(1)7,1395417,085
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$74NM$35NM$(2)
Ratio of net charge-offs (recoveries) to average loans and leases0.20%0.09%(0.07)%
Allowance for credit losses$53(13)(20)$6639NM$27
Ratio of allowance for credit losses to net loans and leases, at year end1.49%1.95%0.90%
Nonperforming assets$42(4)(9)$4637NM$9
Ratio of nonperforming assets to net loans and leases and other real estate owned1.14%1.34%0.27%

Vectra Bank Colorado

Vectra Bank Colorado is headquartered in Denver, Colorado. At December 31, 2024, Vectra operated 33 branches in Colorado and one branch in New Mexico. As measured by domestic deposits in the state, Vectra was the 14th largest full-service commercial bank in Colorado. The FDIC deposit market share data at June 30, 2024 for Vectra in New Mexico was not meaningful.

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VECTRA BANK COLORADO SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
SELECTED INCOME STATEMENT DATA
Net interest income$148$(3)(2)%$151$(2)(1)%$153
Provision for credit losses3(4)(57)7(2)(22)9
Noninterest income291428(3)(10)31
Noninterest expense137(4)(3)1412118120
Income (loss) before income taxes3761931(24)(44)55
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial1,702(62)(4)1,764(89)(5)1,853
Commercial real estate792(150)(16)942435899
Consumer1,4097861,331160141,171
Total loans3,903(134)(3)4,03711433,923
Total deposits3,5929733,495(362)(9)3,857
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$97NM$2(7)(78)$9
Ratio of net charge-offs (recoveries) to average loans and leases0.22%0.05%0.25%
Allowance for credit losses$41(4)(9)$45925$36
Ratio of allowance for credit losses to net loans and leases, at year end1.01%1.12%0.99%
Nonperforming assets$291381$16214$14
Ratio of nonperforming assets to net loans and leases and other real estate owned0.74%0.40%0.36%

The Commerce Bank of Washington

The Commerce Bank of Washington is headquartered in Seattle, Washington, and operates in Washington under The Commerce Bank of Washington name and in Portland, Oregon, under The Commerce Bank of Oregon name. At December 31, 2024, TCBW operated two branches in Washington and one branch in Oregon. The FDIC deposit market share data at June 30, 2024 for TCBW in Washington and Oregon was not meaningful.

THE COMMERCE BANK OF WASHINGTON SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)2024Amount changePercent change2023Amount changePercent change2022
SELECTED INCOME STATEMENT DATA
Net interest income$63$23%$61$(2)(3)%$63
Provision for credit losses97NM21NM1
Noninterest income811477
Noninterest expense33(2)(6)35114624
Income (loss) before income taxes29(2)(6)31(14)(31)45
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial1,219151141,068(83)(7)1,151
Commercial real estate66871125976813529
Consumer64(5)(7)691168
Total loans1,951217131,734(14)(1)1,748
Total deposits1,1746961,105(331)(23)1,436
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)$11NM$NM$
Ratio of net charge-offs (recoveries) to average loans and leases0.06%%%
Allowance for credit losses$19873$11222$9
Ratio of allowance for credit losses to net loans and leases, at year end1.05%0.65%0.55%
Nonperforming assets$6(2)(25)$88NM$
Ratio of nonperforming assets to net loans and leases and other real estate owned0.31%0.46%%

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BALANCE SHEET ANALYSIS

Interest-earning Assets

Interest-earning assets, which include loans and leases, investment securities, and money market investments, have associated interest rates or yields. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding the average balances, associated revenue generated, and the respective yields of our interest-earning assets, see the Average Balance Sheet on page 36.

AVERAGE LOANS AND LEASES, INVESTMENT SECURITIES, AND

MONEY MARKET INVESTMENTS (at December 31)

Investment Securities Portfolio

Investment securities are classified as either available-for-sale (“AFS”) or held-to-maturity (“HTM”), based on their purpose and holding period. We invest in securities to actively manage liquidity and interest rate risk, and to generate interest income. Our portfolio primarily consists of securities that can readily provide cash and liquidity through secured borrowing agreements, without the need to sell the securities. Our fixed-rate securities portfolio helps balance the inherent interest rate mismatch between loans and deposits, and protects the economic value of shareholders’ equity. At December 31, 2024, the estimated duration of our investment securities portfolio, which measures price sensitivity to interest rate changes, was 3.4 years, compared with 3.6 years at December 31, 2023.

For information about our borrowing capacity associated with the investment securities portfolio and how we manage our liquidity risk, refer to the “Liquidity Risk Management” section on page 73. 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.

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INVESTMENT SECURITIES PORTFOLIO

December 31, 2024December 31, 2023
(In millions)Par ValueAmortized costFair valuePar ValueAmortized costFair value
Available-for-sale
U.S. Treasury securities$780$781$662$585$585$492
U.S. Government agencies and corporations:
Agency securities446441415669663630
Agency guaranteed mortgage-backed securities7,6567,7136,4518,4608,5307,291
Small Business Administration loan-backed securities427455434535571546
Municipal securities1,0961,1861,1081,2691,3851,318
Other debt securities252525252523
Total available-for-sale10,43010,6019,09511,54311,75910,300
Held-to-maturity
U.S. Government agencies and corporations:
Agency securities$148$148$140$93$93$87
Agency guaranteed mortgage-backed securities10,9839,2028,94111,9669,93510,041
Municipal securities319319301354354338
Total held-to-maturity11,4509,6699,38212,41310,38210,466
Total investment securities$21,880$20,270$18,477$23,956$22,141$20,766

The amortized cost of total investment securities decreased $1.9 billion, or 8%, during 2024, primarily due to principal reductions. Approximately 7% of the total investment securities were floating-rate instruments at both December 31, 2024 and 2023. Additionally, at December 31, 2024, we held $3.7 billion of pay-fixed swaps as fair value hedges against fixed-rate AFS securities, effectively converting the fixed interest income to a floating rate on the hedged portion of the securities.

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.

For more information regarding our investment securities portfolio, swaps, and related unrealized gains and losses, refer to the “Interest Rate Risk Management” section on page 70, the “Capital Management” section on page 77, and Note 5 of the Notes to Consolidated Financial Statements.

Municipal Investments and Extensions of Credit

We support our communities by providing products and services to state and local governments (“municipalities”), including deposit services, loans, and investment banking services. Additionally, we invest in securities issued by municipalities. 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. The following schedule presents our total investments and extensions of credit to municipalities:

MUNICIPAL INVESTMENTS AND EXTENSIONS OF CREDIT

December 31,
(In millions)20242023
Loans and leases$4,364$4,302
Unfunded lending commitments524231
Available-for-sale – municipal securities1,1081,318
Held-to-maturity – municipal securities319354
Trading – municipal securities3548
Total$6,350$6,253

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Our municipal loans and securities are primarily associated with municipalities located within our geographic footprint. The municipal loan and lease portfolio is primarily secured by general obligations of municipal entities, real estate, revenue pledges, or equipment. At December 31, 2024, approximately $11 million of our municipal loans were on nonaccrual; these loans were to private commercial entities utilizing a pass-through municipal entity to achieve favorable tax treatment. 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. At December 31, 2024, all municipal securities were graded as Pass. For additional information about the credit quality of these municipal loans and securities, see Notes 5 and 6 of the Notes to Consolidated Financial Statements.

Loan and Lease Portfolio

We provide a wide range of lending products to commercial customers, primarily small- and medium-sized businesses, as well as other products secured by commercial real estate. Additionally, we provide various retail banking products and services to consumers and small businesses.

The following schedule presents the composition of our loan and lease portfolio:

LOAN AND LEASE PORTFOLIO

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of total loansAmount% of total loans
Commercial:
Commercial and industrial$16,89128.4%$16,68428.9%
Leasing3770.63830.7
Owner-occupied9,33315.79,21916.0
Municipal4,3647.44,3027.4
Total commercial30,96552.130,58853.0
Commercial real estate:
Construction and land development2,7744.72,6694.6
Term10,70318.010,70218.5
Total commercial real estate13,47722.713,37123.1
Consumer:
Home equity credit line3,6416.13,3565.8
1-4 family residential9,93916.78,41514.6
Construction and other consumer real estate8101.41,4422.5
Bankcard and other revolving plans4570.84740.8
Other1210.21330.2
Total consumer14,96825.213,82023.9
Total loans and leases$59,410100.0%$57,779100.0%

During 2024, the loan and lease portfolio increased $1.6 billion, or 3%, to $59.4 billion. Loan growth was primarily driven by increases in the consumer 1-4 family residential mortgage, home equity credit line, and commercial and industrial loan portfolios. At December 31, 2024 and 2023, the ratio of loans and leases to total assets was 67% and 66%, respectively. The largest loan segment was commercial and industrial loans, which constituted 28% and 29% of our total loan portfolio for the respective periods.

The following schedule presents the contractual maturity distribution of our loan and lease portfolio:

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LOAN AND LEASE PORTFOLIO BY CONTRACTUAL MATURITY

December 31, 2024
(In millions)One year or lessOne year through five yearsFive years through fifteen yearsOver fifteen yearsTotal
Commercial:
Commercial and industrial$3,501$11,412$1,924$54$16,891
Leasing24237116377
Owner-occupied4341,9615,4791,4599,333
Municipal2887292,3261,0214,364
Total commercial4,24714,3399,8452,53430,965
Commercial real estate:
Construction and land development1,0391,62071442,774
Term3,2015,2982,05614810,703
Total commercial real estate4,2406,9182,12719213,477
Consumer:
Home equity credit line23553,5813,641
1-4 family residential14251619,7399,939
Construction and other consumer real estate3224781810
Bankcard and other revolving plans36592457
Other108229121
Total consumer39420426914,10114,968
Total loans and leases$8,881$21,461$12,241$16,827$59,410

Our loans and leases have either predetermined (fixed) or variable interest rates. The following schedule presents the interest rate composition of our loan and lease portfolio with contractual maturities exceeding one year, excluding the impact of any interest rate swaps associated with the loan portfolio. For more information about our interest rate risk management, see “Interest Rate Risk” on page 70.

LOAN AND LEASE PORTFOLIO WITH CONTRACTUAL MATURITIES OVER ONE YEAR BY INTEREST RATE TYPE

December 31, 2024
Loans with contractual maturities over one year
(In millions)Predetermined (fixed) interest ratesVariable interest ratesTotal
Commercial:
Commercial and industrial$2,299$11,091$13,390
Leasing354354
Owner-occupied2,9525,9478,899
Municipal3,0001,0764,076
Total commercial8,60518,11426,719
Commercial real estate:
Construction and land development281,7071,735
Term1,6135,8887,501
Total commercial real estate1,6417,5959,236
Consumer:
Home equity credit line1733,4673,640
1-4 family residential9658,9609,925
Construction and other consumer real estate806806
Bankcard and other revolving plans19192
Other1101111
Total consumer1,24913,32514,574
Total loans and leases$11,495$39,034$50,529

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Other Noninterest-bearing Investments

Other noninterest-bearing investments consist of equity investments held primarily for capital appreciation, dividends, or to meet certain regulatory requirements. The following schedule presents our related investments.

OTHER NONINTEREST-BEARING INVESTMENTS

December 31,Amount changePercent change
(Dollar amounts in millions)20242023
Bank-owned life insurance$562$553$92%
Federal Home Loan Bank stock124794557
Federal Reserve stock6565
Farmer Mac stock2824417
SBIC investments204190147
Other3739(2)(5)
Total other noninterest-bearing investments$1,020$950$707

Total other noninterest-bearing investments increased $70 million, or 7%, during 2024, primarily due to a $45 million increase in FHLB stock and a $14 million increase in our SBIC investment portfolio. We are required to invest approximately 4% of our FHLB borrowings in FHLB stock to maintain our borrowing capacity. The increase in period-end FHLB activity stock was due to an increase in short-term FHLB borrowings, which may fluctuate based on our wholesale funding needs.

Premises, Equipment, and Software

We continue to invest in technology to modernize our financial systems. In July 2024, we successfully completed the final phase of our multi-year project to replace our core loan and deposit banking systems. We have now transitioned substantially all of our commercial, commercial real estate, and consumer loans, as well as our deposit accounts, to a modern, integrated core system. This transition enables us to deliver improved experiences to our customers and achieve incremental operational efficiencies. For additional information about our premises, equipment, and software, see Note 9 of the Notes to Consolidated Financial Statements.

The following schedule presents the capitalized costs associated with our core system replacement project, which are depreciated using a useful life of ten years:

CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT

December 31, 2024
(In millions)Phase 1Phase 2Phase 3Total
Total amount of capitalized costs, less accumulated amortization$15$36$210$261
End of scheduled amortization periodQ2 2027Q1 2029Q2 2033

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Deposits

Our primary funding source is customer deposits. The following schedule presents the composition of our deposit portfolio:

DEPOSIT PORTFOLIO

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of total depositsAmount% of total deposits
Deposits by type
Noninterest-bearing demand$24,70432.4%$26,24435.0%
Interest-bearing:
Savings and money market40,03752.538,66351.6
Time6,4488.55,6197.5
Brokered5,0346.64,4355.9
Total interest-bearing51,51967.6%48,71765.0%
Total deposits$76,223100.0%$74,961100.0%
Deposit-related metrics
Estimated amount of insured deposits$41,83655%$41,77756%
Estimated amount of uninsured deposits34,38745%33,18444%
Estimated amount of collateralized deposits 1$3,1994%$3,9795%
Loan-to-deposit ratio78%77%

1 Includes both insured and uninsured deposits.

Total deposits increased $1.3 billion, or 2%, in 2024. Interest-bearing deposits increased $2.8 billion, or 6%, partially offset by a decrease of $1.5 billion, or 6%, in noninterest-bearing demand deposits. 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.

At December 31, 2024 and 2023, customer deposits (excluding brokered deposits) totaled $71.2 billion and $70.5 billion, respectively, and included approximately $7.0 billion and $6.8 billion of reciprocal deposit products. At December 31, 2024, the total estimated amount of uninsured deposits was $34.4 billion, or 45% of total deposits, compared with $33.2 billion, or 44%, at December 31, 2023. Our loan-to-deposit ratio was 78%, compared with 77% for the same respective periods. For additional information on liquidity, including the ratio of available liquidity to uninsured deposits, see “Liquidity Risk Management” on page 73.

RISK MANAGEMENT

We engage in risk management practices to ensure prudent risk-taking and appropriate oversight. Risk management is integral to our operations and a key determinant of our overall performance as one of our key strategic objectives.

We utilize a three-lines-of-defense approach to risk management, with responsibilities for each line defined in our Risk Management Framework. The first line of defense represents units and functions throughout the Bank engaged in revenue generation, expense reduction, operational support, and technology services. These units and functions are accountable for owning and managing the risks associated with their activities. The second line of defense represents functions responsible for independently assessing and overseeing risk management activities. 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.

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In support of management’s efforts, the Board has established specific subcommittees to oversee our risk management processes. The Audit Committee supports the Board in its responsibility to oversee the quality and integrity of the Bank's accounting, auditing, and financial reporting practices, as well as ensuring compliance with applicable laws, rules, and regulations. The ROC oversees the other risk management processes. The ROC meets regularly to monitor and review ERM activities. As required by its charter, the ROC provides oversight for various ERM activities and approves ERM policies and activities as detailed in the ROC charter.

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. 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. 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. 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. 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. Our policies include standards for sensitivity and scenario analysis to assess the resilience of borrowers, particularly their ability to repay loans in a rising interest rate environment. Additionally, we require borrowers to provide evidence of insurance for properties used as collateral, with coverage and levels appropriate to the specific credit.

Our credit policies and practices are also designed to mitigate potential risks, including those arising from environmental issues, such as real estate collateral that may be contaminated by hazardous substances. Environmental risks related to our lending practices are primarily addressed in our environmental credit policy and managed by our environmental subject matter experts. The level of environmental due diligence conducted by our environmental risk team is determined by the risks identified at each property and the loan amount. Extending credit to certain borrowers, or those involved in certain activities, may be restricted or require escalated approval due to various environmental risks, as outlined in our policy.

Our credit risk management function operates independently from the lending function, strengthening control and the independent evaluation of credit activities. In addition, we have a well-defined set of standards for evaluating our loan portfolio, and we utilize a comprehensive loan risk-grading system to determine the risk potential in the portfolio.

The internal credit examination department, which is independent of the lending function, periodically conducts examinations of our lending departments and credit activities. These examinations are designed to review credit quality, adequacy of documentation, appropriate loan risk-grading administration, and compliance with credit policies. Credit examinations related to the ACL are reported to both the Audit Committee and the ROC.

Our business activity is conducted primarily within the geographic footprint of our banking affiliates. We strive to avoid the risk of undue concentrations of credit in any particular industry, collateral type, location, or with any individual customer or counterparty. We have adopted and adhere to concentration limits on certain commercial industries, including leveraged lending, municipal lending, oil and gas-related lending, and various types of CRE

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lending, particularly construction and land development, multifamily, industrial, and office lending. Concentration limits are regularly monitored and revised as necessary.

U.S. Government Agency Guaranteed Loans

We participate in various guaranteed lending programs sponsored by U.S. government agencies, such as the U.S. Small Business Administration (“SBA”), Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2024, $558 million of related loans were guaranteed, primarily by the SBA. The following schedule presents the composition of our U.S. government agency guaranteed loans:

U.S. GOVERNMENT AGENCY GUARANTEED LOANS

(Dollar amounts in millions)December 31, 2024Percent guaranteedDecember 31, 2023Percent guaranteed
Commercial$68778%$66480%
Commercial real estate25762479
Consumer41004100
Total loans$71678$69280

Commercial Lending

The following schedule presents the composition of our commercial lending portfolio:

COMMERCIAL LENDING PORTFOLIO

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of total commercial loansAmount% of total commercial loansAmount changePercent change
Commercial:
Commercial and industrial$16,89154.6%$16,68454.5%$2071.2%
Leasing3771.23831.3(6)(1.6)
Owner-occupied9,33330.19,21930.11141.2
Municipal4,36414.14,30214.1621.4
Total commercial$30,965100.0%$30,588100.0%$3771.2

Our commercial loans encompass a diverse range of industries and generally mature within one to five years, with amortization schedules determined by the underlying collateral and guarantees. These loans are typically structured as seasonal, term, working capital, or bridge loans, and are offered as revolving and non-revolving lines of credit, amortizing term loans, guidance facilities, and single-payment loans. They include covenants that require borrowers to provide regular financial reporting to monitor business performance and assess leverage, debt service coverage, and liquidity.

The underwriting process for commercial loans primarily involves analyzing management, financial performance, industry, sponsorship (if applicable), and transaction structure. Credit enhancements are generally provided by collateral and guarantees from the owners or sponsors. Prospective cash flows are subjected to various downside scenario analyses, including revenue decline, margin compression, and interest rate fluctuations.

The following schedule presents the geographic distribution of our commercial lending portfolio, with geographies based on the location of the primary borrower.

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COMMERCIAL LENDING BY GEOGRAPHY

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Commercial
Arizona$2,2027.1%$5$2,2377.3%$7
California6,19020.0586,10620.050
Colorado1,8926.1171,9706.43
Nevada1,3364.3111,2304.011
Texas7,36723.8477,07023.113
Utah/Idaho6,30920.466,35320.812
Washington/Oregon1,3384.3101,3394.48
Other 14,33114.044,28314.0
Total commercial$30,965100.0%$158$30,588100.0%$104

1 No other geography exceeds 2.6% and 2.7% for December 31, 2024 and December 31, 2023, respectively.

The following schedule presents the industry distribution of our commercial lending portfolio, classified based on the North American Industry Classification System.

COMMERCIAL LENDING BY INDUSTRY

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Real estate, rental and leasing$3,08310.0%$7$2,9469.6%$1
Retail trade2,8739.372,9959.82
Finance and insurance2,7628.912,9189.5
Healthcare and social assistance2,5418.2342,5278.38
Manufacturing2,3227.572,1907.215
Public Administration2,1066.82,2797.5
Wholesale trade1,9096.221,8506.03
Transportation and warehousing1,5895.171,4994.93
Utilities 11,3894.521,4094.610
Hospitality and food services1,3524.421,1803.91
Construction1,3354.3261,3554.47
Educational services1,2924.21,2984.2
Mining, quarrying, and oil and gas extraction1,1783.81,1333.7
Other Services (except Public Administration)1,0693.431,0473.42
Professional, scientific, and technical services1,0573.4251,0103.310
Other 23,10810.0352,9529.742
Total$30,965100.0%$158$30,588100.0%$104

1 Includes primarily utilities, power, and renewable energy.

2 No other industry group exceeds 3.4% and 3.3% for December 31, 2024 and December 31, 2023, respectively.

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Commercial Real Estate Lending

The following schedule presents the composition of our commercial real estate lending portfolio:

COMMERCIAL REAL ESTATE LENDING PORTFOLIO

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of total CRE loansAmount% of total CRE loansAmount changePercent change
Commercial real estate:
Construction and land development$2,77420.6%$2,66920.0%$1053.9%
Term10,70379.410,70280.01
Total commercial real estate$13,477100.0%$13,371100.0%$1060.8

Term CRE loans typically mature within a three- to seven-year period and may include full, partial, and non-recourse guarantee structures. Standard term CRE loan structures feature annually tested operating covenants that require loan rebalancing based on minimum debt service coverage, debt yield, or loan-to-value (“LTV”) ratios. Construction and land development loans generally mature within 18 to 36 months and may include full or partial recourse guarantee structures, with one- to five-year extension options or roll-to-permanent options that often convert into term loans.

Underwriting for commercial properties primarily focuses on the economic viability of the project, with significant consideration given to the creditworthiness and experience of the sponsor. We generally require that the owner’s equity to be included prior to any advances. Loan agreements often include remargining requirements (equity infusions required upon a decline in the value or cash flow of the collateral) and sponsor guarantees.

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. Consideration is given to the expected market acceptance of the product, location, strength of the developer, and the developer's ability to stay within budget. Progress inspections by qualified independent inspectors are routinely performed before disbursing loan funds. Advance rates vary based on the collateral, project viability, and sponsor creditworthiness, with exceptions granted on a case-by-case basis.

Real estate appraisals are conducted in accordance with applicable regulatory guidelines. In some instances, reports from automated valuation services are utilized, or internal evaluations are performed. An appraisal is ordered and reviewed prior to loan closing, and a new appraisal or evaluation is generally ordered when market conditions indicate a potential decline in the value of the collateral, or when the loan is modified, renewed, or exhibits a certain level of credit weakness. CRE LTVs are calculated by dividing the outstanding loan balance by the estimated collateral value from the most recent appraisal. At December 31, 2024, the weighted average LTV ratio for our term CRE portfolio was less than 60%.

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.

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. 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.

In the event of default, we pursue all available sources of repayment, including collateral and guarantors. Several factors are considered when deciding whether to pursue a guarantor, including, but not limited to, the value and

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liquidity of other repayment sources (e.g., collateral), the financial strength and liquidity of the guarantor, possible statutory limitations, and the overall cost of pursuing a guarantee versus the potential recovery amount.

The following schedule presents the geographic distribution of our commercial real estate lending portfolio, based on the location of the primary collateral.

COMMERCIAL REAL ESTATE LENDING BY GEOGRAPHY

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Commercial real estate
Arizona$1,80113.4%$$1,72612.9%$1
California3,56926.5503,86528.950
Colorado6664.97095.3
Nevada1,1048.21,0728.0
Texas2,59619.282,38517.810
Utah/Idaho2,17016.12,21416.6
Washington/Oregon1,0908.11,0047.5
Other4813.613963.0
Total commercial real estate$13,477100.0%$59$13,371100.0%$61

The following schedule presents our commercial real estate lending portfolio, categorized by the type of collateral:

COMMERCIAL REAL ESTATE LENDING BY COLLATERAL TYPE

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Commercial property
Multifamily$4,00729.7%$1$3,70927.7%$1
Industrial2,95421.93,06222.91
Office1,81213.5501,98414.848
Retail1,53311.41,50311.21
Hospitality6254.686885.29
Land2611.92111.6
Other 11,64412.21,68212.6
Residential property 2
Single family3302.52872.11
Land1100.8900.7
Condo/Townhome170.1370.3
Other 11841.41180.9
Total$13,477100.0%$59$13,371100.0%$61

1 Included in the total amount of the “Other” commercial and residential categories was approximately $342 million and $202 million of unsecured loans at December 31, 2024 and 2023, respectively.

2 Residential property consists primarily of loans provided to commercial homebuilders for land, lot, and single-family housing developments.

As previously discussed, our commercial real estate lending portfolio is diversified across geography and collateral types, with the largest concentration in multifamily properties. Given the recent increase in investor interest in multifamily, industrial, and office collateral types, we provide additional analysis of these segments of our CRE portfolio below.

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Multifamily CRE

At December 31, 2024 and 2023, our multifamily CRE loan portfolio totaled $4.0 billion and $3.7 billion, representing 30% and 28% of the total CRE loan portfolio, respectively. Approximately 36% of the multifamily CRE loan portfolio is scheduled to mature within the next 12 months. We believe that most of these borrowers will be able to refinance at maturity through the Bank or other lenders, due to the cash flows from the properties, acceptable LTVs, equity levels, and guarantor support. The following schedule presents the composition of our multifamily CRE loan portfolio and other related credit quality metrics:

MULTIFAMILY CRE LOAN PORTFOLIO

(Dollar amounts in millions)December 31, 2024December 31, 2023
Multifamily CRE
Construction and land development$1,089$902
Term2,9182,807
Total multifamily CRE$4,007$3,709
Credit quality metrics
Criticized loan ratio21.5%6.1%
Classified loan ratio 118.8%0.5%
Nonaccrual loan ratio%%
Delinquency ratio%%
Ratio of multifamily CRE net charge-offs (recoveries) to average loans%%
Ratio of allowance for credit losses to multifamily CRE loans, at period end2.55%1.70%
Weighted average LTV for multifamily term CRE loans57%61%

1 During 2024, multifamily CRE classified loan balances significantly increased. See the “Classified Loans” section below on page 67 for more information about changes in these related balances.

The following schedules present our multifamily CRE loan portfolio, categorized by collateral location for the periods presented:

MULTIFAMILY CRE LOAN PORTFOLIO BY COLLATERAL LOCATION

December 31, 2024
Loan Type
(Dollar amounts in millions)Construction and land developmentTermTotal% of totalNonaccrual loans
Multifamily CRE
Arizona$142$364$50612.6%$
California1728501,02225.51
Colorado101911924.8
Nevada991882877.2
Texas3108081,11827.9
Utah/Idaho13432045411.3
Washington/Oregon1302343649.1
Other 1163641.6
Total multifamily CRE$1,089$2,918$4,007100.0%$1

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December 31, 2023
Loan Type
(Dollar amounts in millions)Construction and land developmentTermTotal% of totalNonaccrual loans
Multifamily CRE
Arizona$118$322$44011.9%$
California1839941,17731.71
Colorado46901363.7
Nevada401882286.1
Texas35957893725.3
Utah/Idaho4434538910.4
Washington/Oregon1122283409.2
Other 162621.7
Total multifamily CRE$902$2,807$3,709100.0%$1

1 Other included $55 million of multifamily loans with collateral located in New Mexico at both December 31, 2024 and 2023.

Industrial CRE

At December 31, 2024 and 2023, our industrial CRE loan portfolio totaled $3.0 billion and $3.1 billion, representing 22% and 23% of the total CRE loan portfolio, respectively. Approximately 33% of the industrial CRE loan portfolio is scheduled to mature within the next 12 months. We believe that most of these borrowers will be able to refinance at maturity through the Bank or other lenders, due to the cash flows from the properties, acceptable LTVs, equity levels, and guarantor support.

The following schedule presents the composition of our industrial CRE loan portfolio and other related credit quality metrics:

INDUSTRIAL CRE LOAN PORTFOLIO

(Dollar amounts in millions)December 31, 2024December 31, 2023
Industrial CRE
Construction and land development$492$618
Term2,4622,444
Total industrial CRE$2,954$3,062
Credit quality metrics
Criticized loan ratio14.6%1.7%
Classified loan ratio 112.8%0.7%
Nonaccrual loan ratio%%
Delinquency ratio%%
Ratio of industrial CRE net charge-offs (recoveries) to average loans%%
Ratio of allowance for credit losses to industrial CRE loans, at period end2.30%1.63%
Weighted average LTV for industrial term CRE loans53%54%

1 During 2024, industrial CRE classified loan balances significantly increased. See the “Classified Loans” section below on page 67 for more information about changes in these related balances.

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The following schedules present our industrial CRE loan portfolio, categorized by collateral location for the periods presented:

INDUSTRIAL CRE LOAN PORTFOLIO BY COLLATERAL LOCATION

December 31, 2024
Loan Type
(Dollar amounts in millions)Construction and land developmentTermTotal% of totalNonaccrual loans
Industrial CRE
Arizona$33$374$40713.8%$
California18973091931.1
Colorado158592.0
Nevada10824134911.8
Texas4245349516.8
Utah/Idaho8335043314.7
Washington/Oregon362012378.0
Other 155551.8
Total industrial CRE$492$2,462$2,954100.0%$
December 31, 2023
Loan Type
(Dollar amounts in millions)Construction and land developmentTermTotal% of totalNonaccrual loans
Industrial CRE
Arizona$30$323$35311.5%$1
California21476998332.1
Colorado72801525.0
Nevada7730037712.3
Texas3339642914.0
Utah/Idaho16533149616.2
Washington/Oregon271742016.6
Other 171712.3
Total industrial CRE$618$2,444$3,062100.0%$1

1 Other included $31 million and $32 million of industrial loans with collateral located in Virginia at both December 31, 2024 and 2023.

Office CRE

At December 31, 2024 and 2023, our office CRE loan portfolio totaled $1.8 billion and $2.0 billion, representing 13% and 15% of the total CRE loan portfolio, respectively. Approximately 43% of the office CRE loan portfolio is scheduled to mature within the next 12 months. We believe that most of these borrowers will be able to refinance at maturity through the Bank or other lenders, due to the cash flows from the properties, acceptable LTVs, equity levels, and guarantor support.

The following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics:

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OFFICE CRE LOAN PORTFOLIO

(Dollar amounts in millions)December 31, 2024December 31, 2023
Office CRE
Construction and land development$115$191
Term1,6971,793
Total office CRE$1,812$1,984
Credit quality metrics
Criticized loan ratio14.5%11.9%
Classified loan ratio12.8%8.9%
Nonaccrual loan ratio2.8%2.4%
Delinquency ratio1.4%2.3%
Ratio of office CRE net charge-offs (recoveries) to average loans0.3%0.2%
Ratio of allowance for credit losses to office CRE loans, at period end3.92%3.80%
Weighted average LTV for office term CRE loans56%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 developmentTermTotal% of totalNonaccrual loans
Office CRE
Arizona$$255$25514.1%$
California3832836620.249
Colorado58583.2
Nevada1177884.9
Texas718619310.61
Utah/Idaho3448251628.5
Washington/Oregon2528330817.0
Other 128281.5
Total office CRE$115$1,697$1,812100.0%$50
December 31, 2023
Loan Type
(Dollar amounts in millions)Construction and land developmentTermTotal% of totalNonaccrual loans
Office CRE
Arizona$$281$28114.2%$
California6441247624.048
Colorado92924.6
Nevada286884.4
Texas2217920110.1
Utah/Idaho2948851726.1
Washington/Oregon7422630015.1
Other 129291.5
Total office CRE$191$1,793$1,984100.0%$48

1 Other included approximately $17 million of office CRE loans with collateral located in Georgia at both December 31, 2024 and 2023.

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Consumer Lending

The following schedule presents the composition of our consumer lending portfolio:

CONSUMER LENDING PORTFOLIO

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of total consumer loansAmount% of total consumer loansAmount changePercent change
Consumer:
Home equity credit line$3,64124.3%$3,35624.3%$2858.5%
1-4 family residential9,93966.48,41560.91,52418.1
Construction and other consumer real estate8105.41,44210.4(632)(43.8)
Bankcard and other revolving plans4573.14743.4(17)(3.6)
Other1210.81331.0(12)(9.0)
Total consumer$14,968100.0%$13,820100.0%$1,1488.3

1-4 Family Residential Mortgages

We originate first-lien residential home mortgage loans considered to be of prime quality. At December 31, 2024, our 1-4 family residential mortgage loan portfolio totaled $9.9 billion, or 66%, of our total consumer loan portfolio, compared with $8.4 billion, or 61%, at December 31, 2023. Approximately 90% and 93% of our 1-4 family residential mortgage loan portfolio was variable-rate for the same respective time periods. While we have historically retained variable-rate and other consumer construction loans in our portfolio, we are currently selling more of these loans to third parties. We continue to sell “conforming” fixed-rate loans to third parties, including Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, for which we make representations and warranties that the loans meet certain underwriting and collateral documentation standards.

Home Equity Credit Lines

We also originate home equity credit lines (“HECLs”). At December 31, 2024 and December 31, 2023, our HECL portfolio totaled $3.6 billion for both periods. Approximately 37% and 39% of our HECLs are secured by first liens for the same respective time periods.

At December 31, 2024, loans representing less than 1% of the outstanding balance in the HECL portfolio were estimated to have combined loan-to-value (“CLTV”) ratios above 100%. An estimated CLTV ratio is the ratio of our loan plus any prior lien amounts divided by the estimated current collateral value. At origination, underwriting standards for the HECL portfolio generally include a maximum 80% CLTV with a Fair Isaac Corporation (“FICO”) credit score greater than 700.

At December 31, 2024, approximately 92% of our HECL portfolio was still in the draw period, and about 22% of those loans were scheduled to begin amortizing within the next five years. We believe the risk of loss and borrower default in the event of a loan becoming fully amortizing and the effect of significant interest rate changes is low, given the rate shock analysis performed at origination. 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.

The following schedule presents the geographic distribution of our consumer lending portfolio, based on the location of the primary borrower.

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CONSUMER LENDING BY GEOGRAPHY

December 31, 2024December 31, 2023
(Dollar amounts in millions)Amount% of totalNonaccrual loansAmount% of totalNonaccrual loans
Consumer
Arizona$1,3659.1%$5$1,2088.7%$4
California3,15921.1142,68319.413
Colorado1,3539.171,2929.37
Nevada1,3288.9101,2048.75
Texas3,65724.4253,69826.917
Utah/Idaho3,43022.9143,18823.110
Washington/Oregon2371.62111.5
Other4392.953362.41
Total consumer$14,968100.0%$80$13,820100.0%$57

Credit Quality

We monitor credit quality by analyzing various factors, including nonperforming status, internal risk grades, and net charge-offs, all of which are used in our overall evaluation of the adequacy of our ACL. Economic forecasts may not always align with certain credit quality trends; therefore, changes in the ACL may not always be directionally consistent with changes in credit quality. See Note 6 of the Notes to Consolidated Financial Statements for more information on these factors and the ACL.

Nonperforming Assets

Nonperforming assets include nonaccrual loans and OREO, or foreclosed properties. The following schedule presents the composition of our nonperforming assets:

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NONPERFORMING ASSETS

(Dollar amounts in millions)December 31,
20242023
Nonaccrual loans:
Commercial:
Commercial and industrial$114$82
Leasing22
Owner-occupied3120
Municipal11
Commercial real estate:
Construction and land development22
Term5939
Consumer:
Real estate7957
Other1
Total nonaccrual loans297222
Other real estate owned 1:
Commercial:
Commercial properties14
Developed land
Land2
Residential:
1-4 family
Total other real estate owned16
Total nonperforming assets$298$228
Accruing loans past due 90 days or more:
Commercial$14$2
Commercial real estate3
Consumer11
Total accruing loans past due 90 days or more$18$3
Ratio of nonperforming assets to net loans and leases2 and other real estate owned0.50%0.39%
Ratio of accruing loans past due 90 days or more to net loans and leases 20.03%0.01%
Ratio of nonperforming assets2 and accruing loans past due 90 days or more to loans and leases2 and other real estate owned 10.53%0.40%

1 Does not include banking premises held for sale.

2 Includes loans held for sale.

Nonperforming assets totaled $298 million, or 0.50%, of total loans and leases and other real estate owned at December 31, 2024, compared with $228 million, or 0.39%, at December 31, 2023. The increase was primarily due to a small number of loans in the commercial and industrial and term CRE portfolios. See Note 6 of the Notes to Consolidated Financial Statements for more information on nonaccrual loans.

Classified Loans

Classified loans are considered loans with well-defined weaknesses and are assigned using our internal risk grade definitions of substandard and doubtful, which are consistent with regulatory risk classifications. The following schedule presents our classified loans by loan segment:

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CLASSIFIED LOANS

(Dollar amounts in millions)December 31, 2024December 31, 2023
Commercial$1,130$482
Commercial real estate1,651280
Consumer8963
Total classified loans$2,870$825
Ratio of classified loans to total loans and leases4.83%1.43%

Classified loans totaled $2.9 billion, or 4.83%, of total loans and leases, at December 31, 2024, compared with $825 million, or 1.43%, at December 31, 2023. The increase was primarily in the multifamily and industrial CRE loan portfolios, largely due to an increased emphasis in risk grading on current cash flows, and less emphasis on the adequacy of collateral values and the strength of guarantors and sponsors. The increase in classified loans was also attributable to weaker performance, particularly for 2021 and 2022 construction loan vintages, as borrowers missed projections due to longer-than-anticipated lease-up periods, rent concessions, elevated costs, and higher interest rates. The loss content of our CRE loan portfolio continues to be mitigated by strong underwriting, supported by high borrower equity and guarantor support; consequently, our CRE nonperforming assets have remained relatively stable and our CRE net charge-offs have remained low.

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 estimate current expected credit losses by considering historical credit loss experience, current conditions, and economic forecasts, all of which inform the quantitative portion of our ACL. Additionally, we consider qualitative and environmental factors that may indicate losses could differ from levels estimated by our quantitative models. The impact of these factors on our ACL may vary from quarter to quarter.

During 2024, the qualitative portion of the ACL increased primarily due to portfolio-specific risks. This led us to assign greater weight to stressed economic assumptions for certain portfolios, particularly CRE, partially offset by a reduced weighting of recessionary economic forecasts in other portfolios.

The following schedules present the changes in, and allocation of, the ACL:

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CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES

Year Ended December 31,
(Dollar amounts in millions)202420232022
Loans and leases outstanding,$59,410$57,779$55,653
Average loans and leases outstanding:
Commercial30,67130,51929,225
Commercial real estate13,53213,02312,251
Consumer14,34413,19811,122
Total average loans and leases outstanding$58,547$56,740$52,598
Allowance for loan and lease losses:
Balance at beginning of year 1$684$572$513
Provision for loan losses72148101
Charge-offs:
Commercial684572
Commercial real estate113
Consumer121410
Total916282
Recoveries:
Commercial232032
Commercial real estate3
Consumer5611
Total312643
Net loan and lease charge-offs603639
Balance at end of year$696$684$575
Reserve for unfunded lending commitments:
Balance at beginning of year 1$45$61$40
Provision for unfunded lending commitments(16)21
Balance at end of year$45$45$61
Total allowance for credit losses:
Allowance for loan and lease losses$696$684$575
Reserve for unfunded lending commitments454561
Total allowance for credit losses$741$729$636
Ratio of allowance for credit losses to net loans and leases1.25%1.26%1.14%
Ratio of allowance for credit losses to nonaccrual loans249%328%427%
Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more235%324%410%
Ratio of total net charge-offs to average total loans and leases0.10%0.06%0.07%
Ratio of commercial net charge-offs to average commercial loans0.15%0.08%0.14%
Ratio of commercial real estate net charge-offs to average commercial real estate loans0.06%0.02%%
Ratio of consumer net charge-offs to average consumer loans0.05%0.06%(0.01)%

1 The beginning balance at January 1, 2023 for the allowance for loan and lease losses does not agree to the ending balance at December 31, 2022 because of the adoption of the new accounting standard related to loan modifications to borrowers experiencing financial difficulties.

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ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

December 31,
202420232022
(Dollar amounts in millions)% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL
Loan segment
Commercial52.1%$33453.0%$32154.8%$316
Commercial real estate22.731123.125822.9189
Consumer25.29623.915022.3131
Total100.0%$741100.0%$729100.0%$636

See “The Allowance and Provision for Credit Losses” section on page 38 for more discussion on changes in the ACL, and see Note 6 of the Notes to Consolidated Financial Statements for additional information related to the ACL and credit trends experienced in each portfolio segment.

Interest Rate and Market Risk Management

Interest rate and market risk refer to the potential for losses to current or future earnings and capital due to changes in interest rates and other market conditions. Given our involvement in transactions with various financial products, we are exposed to these risks.

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. 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”). With the generally higher interest rate environment over the past couple of years, customer deposit behavior has deviated from the trends observed during the relatively low interest rate period of the previous 15 years. As a result, customers have been more inclined to (1) move deposits to nonbanking products, such as money market mutual funds, that offer higher interest rates, and (2) reduce their balances in noninterest-bearing accounts.

Observed changes in deposit behavior have been incorporated into our deposit models used for managing interest rate risk. These changes give more weight to the recently observed behavior and have increased both the deposit beta for interest-bearing products and the percentage of noninterest-bearing deposits assumed to migrate to interest-bearing products. Changes to models are independently reviewed by our Model Risk Management function.

We generally have granular deposit funding, with much of this funding in the form of demand deposits with no maturity, which can be withdrawn at any time. Instead of using contractual maturities, our interest rate risk model employs dynamically modeled behavioral assumptions based on historical behavior and future projections. Since many deposits from household and business accounts have proven to be stable over time and less sensitive to rate changes, their duration is generally longer than that of our loan portfolio. Consequently, we have historically been “asset-sensitive,” meaning our assets are expected to reprice faster or more significantly than our liabilities.

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.

We also assume a correlation, referred to as a “deposit beta,” with respect to interest-bearing deposits, wherein the rates paid to customers change at a different pace compared with changes in average benchmark interest rates. Generally, certificates of deposit are assumed to have a high correlation, while interest-bearing checking accounts are assumed to have a lower correlation.

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The following schedule presents deposit duration assumptions discussed previously:

DEPOSIT ASSUMPTIONS

December 31, 2024December 31, 2023
ProductEffective duration (-200 bps)Effective duration (unchanged)Effective duration (+200 bps)Effective duration (-200 bps)Effective duration (unchanged)Effective duration (+200 bps)
Demand deposits4.2%3.5%2.9%4.0%3.5%3.2%
Money market1.9%1.6%1.4%3.0%1.5%1.4%
Savings and interest-bearing checking2.1%1.8%1.6%2.7%2.2%1.9%

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, 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. See Note 7 of the Notes to Consolidated Financial Statements for additional information regarding the impact of these hedging relationships on interest income and expense.

DERIVATIVES DESIGNATED IN QUALIFYING HEDGING RELATIONSHIPS

2025202620272028
(Dollar amounts in millions)First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Cash flow hedges
Cash flow hedges of assets 1
Average outstanding notional$550$550$550$500$333$300$300$300$208$183
Weighted-average fixed-rate received2.83%2.83%2.83%2.79%2.79%3.01%3.01%3.01%3.63%3.70%
Cash flow hedges of liabilities 2
Average outstanding notional$500$500$$$$$$$$
Weighted-average fixed-rate paid3.67%3.67%%%%%%%%%
2025202620272028202920302031203220332034
Fair value hedges
Fair value hedges of debt
Average outstanding notional$500$500$500$500$500$500$500$500$500$500
Weighted-average fixed-rate received3.93%3.93%3.93%3.93%3.93%3.93%3.93%3.93%3.93%3.93%
Fair value hedges of assets 3
Average outstanding notional$4,658$4,662$4,658$2,528$1,149$1,144$1,137$1,101$1,073$908
Weighted-average fixed-rate paid3.23%3.23%3.23%2.58%2.03%2.03%2.03%2.03%2.03%2.14%

1 Cash flow hedges of assets consist of receive-fixed swaps hedging pools of floating-rate loans.

2 Cash flow hedges of liabilities consist of a pay-fixed swap hedging rolling FHLB advances. 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.

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.

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:

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SCHEDULED OCI AMORTIZATION FOR TERMINATED CASH FLOW HEDGES

2025202620272028
(Dollar amounts in millions)First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth 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. Both EaR and EVE are based on a static balance sheet size under instantaneous parallel interest rate changes ranging from -200 bps to +200 bps. These measures highlight the sensitivity to changes in interest rates across various scenarios; the outcomes are not intended to be forecasts of expected net interest income.

INCOME SIMULATION – CHANGE IN NET INTEREST INCOME AND CHANGE IN ECONOMIC VALUE OF EQUITY

December 31, 2024December 31, 2023
Parallel shift in rates (in bps) 1Parallel shift in rates (in bps) 1
Repricing scenario-200-1000+100+200-200-1000+100+200
Earnings at Risk(EaR)(8.9)%(4.5)%%4.4%8.7%(5.6)%(2.5)%%2.4%4.9%
Economic Value of Equity(EVE)0.1%0.6%%(1.7)%(3.6)%6.6%2.8%%(1.4)%(3.3)%

1 Assumes rates cannot go below zero in the negative rate shifts.

Asset sensitivity, as measured by EaR, increased during 2024 due to securities redemptions, swap maturities, and the decrease in noninterest-bearing deposits. Under our current deposit assumptions, interest rate risk remains within policy limits. For interest-bearing deposits with indeterminable maturities, the weighted average modeled beta is 48%.

Prepayment assumptions are an important factor in managing interest rate risk. Certain assets in our portfolio, such as 1-4 family residential mortgages and mortgage-backed securities, can be prepaid at any time by the borrower, which may significantly affect our expected cash flows. At December 31, 2024, lifetime prepayment speeds were estimated to be 13.7% for loans, reflecting an acceleration of prepayments upon rate reset for adjustable rate loans, and 7.0% for mortgage-backed securities.

Our EaR analysis primarily focuses on parallel rate shocks across the term structure of benchmark interest rates. Additionally, we conduct non-parallel rate shocks to identify other risks that may not be apparent in a parallel rate scenario. In non-parallel rate scenarios, the primary impacts on EaR generally arise from changes in short-term interest rates.

If interest rates were to follow the rate path implied by the forward curve at December 31, 2024, modeled net interest income would increase by an additional 6.8% at December 31, 2025, compared with December 31, 2024. For a -100 bps and +100 bps parallel interest rate shock to the implied forward rate path, the cumulative net interest income sensitivity would be between 4.0% and 9.4%, respectively.

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Our focus on business banking significantly influences our asset-liability management strategy. At December 31, 2024, $27.6 billion of commercial and CRE loans were scheduled to reprice within the next six months. To manage these variable-rate loans, we have executed $550 million of cash flow hedges by receiving fixed rates on interest rate swaps. Additionally, at December 31, 2024, we had $4.2 billion in variable-rate consumer loans scheduled to reprice within the next six months. The impact on asset sensitivity of commercial or consumer loans with floors has become insignificant due to higher interest rates. For additional information regarding derivative instruments, see Notes 3 and 7 of the Notes to Consolidated Financial Statements.

Fixed Income

We are exposed to market risk due to fluctuations in fair value, which encompasses market risk for trading securities and interest rate swaps used to hedge interest rate risk. Our underwriting activities include municipal and corporate securities, and we also trade municipal, agency, and treasury securities. This exposes us to potential losses from adverse price changes in these fixed-income securities.

Changes in the fair value of AFS securities and interest rate swaps that qualify as cash flow hedges are recorded in AOCI for each financial reporting period. For more information on investment securities and AOCI, refer to the “Capital Management” section on page 77. See also Note 5 of the Notes to Consolidated Financial Statements for further information on the accounting for investment securities.

Equity Investments

Through our equity investment activities, we hold publicly traded equity securities as well as equity securities in governmental entities and companies, such as the FRB and the FHLB, which are not publicly traded. Depending on our ownership position and level of influence over the investees’ business, these equity investments may be accounted for using various methods, including cost less impairment, adjusted for observable price changes, fair value, the equity method, or proportional or full consolidation. Regardless of the accounting method, the value of our investments are subject to fluctuation, and we are exposed to potential losses if the fair value of these securities falls below their acquisition cost. Our Equity Investments Committee and Securities Valuation Committee evaluate, monitor, and approve equity investments in both private and public companies.

Additionally, we hold direct and indirect investments in predominantly pre-public companies, primarily through various SBIC venture capital funds. This strategy aims to provide beneficial financing, growth, and expansion opportunities to diverse businesses generally within our geographic footprint. At December 31, 2024 and 2023, our equity exposure to these investments was approximately $204 million and $190 million, respectively. Occasionally, companies within our SBIC investment portfolio may issue an initial public offering (“IPO”). In such cases, the fund is generally subject to a lockout period before we can liquidate the investment, introducing additional market risk. For additional information regarding the valuation of our SBIC investments, see Note 3 of the Notes to Consolidated Financial Statements.

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. Primary sources of liquidity include deposits, borrowings, equity, and paydowns of assets such as loans and investment securities. Our investment securities are primarily held as a source of contingent liquidity, and we generally own securities that can readily provide cash and liquidity through secured borrowing agreements with securities pledged as collateral.

Our Treasury group manages liquidity and funding, with oversight from ALCO. The Treasurer is responsible for recommending changes to existing funding plans and liquidity and funding policies. These recommendations are submitted for approval to ALCO, and policy changes are also approved by the ERMC and the Board. We maintain and regularly test a contingency funding plan to identify sources and uses of liquidity.

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Our Board-approved liquidity policy mandates that we monitor and maintain adequate liquidity, diversify funding sources, and anticipate future funding needs. In accordance with this policy, we conduct regular liquidity stress tests and evaluate our portfolio of highly liquid assets to ensure they can cover 30-day funding needs under stress scenarios. These stress tests include projections of funding maturities, uses of funds, and assumptions of deposit runoff. The assumptions consider the size of deposit accounts, the operational nature of deposits, the type of depositor, and concentrations of funding sources, including large depositors and uncollateralized deposits exceeding insured levels. Concentrated funding sources are assigned high runoff factors, up to 100%, when projecting stressed funding needs. Our liquidity stress testing spans multiple timeframes, from overnight to 12 months. Our policy requires us to maintain sufficient on-balance sheet liquidity in the form of FRB reserve balances and other highly liquid assets to meet stressed outflow assumptions.

We have a dedicated funding desk that monitors real-time inflows and outflows of our FRB account. We also have tools, such as ready access to repo markets and FHLB advances, to manage intraday liquidity. FHLB borrowings can either be short-term or open-term, allowing us to retain or return funds based on our liquidity needs. We pledge collateral to the FRB’s primary credit facility (discount window), as well as a significant portion of our highly liquid investment securities portfolio through the General Collateral Funding (“GCF”) repo program. This program allows us to pledge high-quality collateral and exchange funds anonymously with other participants, providing near-instant access to funding during market hours.

During 2023 and the first quarter of 2024, we pledged collateral to the FRB’s Bank Term Funding Program (“BTFP”), which provided additional contingent funding sources outside the normal operating hours of the FHLB and the GCF program. The BTFP offered loans of up to one year to eligible depository institutions pledging U.S. Treasuries, agency debt and government mortgage-backed securities, and other qualifying assets as collateral. The availability of advances under the program ended in mid-March 2024. At December 31, 2024, we had no outstanding borrowings under the BTFP.

In 2024, our primary sources of cash included a decrease in investment securities, an increase in deposits, and net cash provided by operating activities. The primary uses of cash during the same period primarily included increases in money market investments and loans and leases, a decrease in short-term borrowings, and the redemption of preferred stock. Cash payments for interest, reflected in operating expenses, totaled $1.9 billion and $1.4 billion during 2024 and 2023, respectively.

The FHLB and FRB have been, and continue to be, significant sources of back-up liquidity and funding. As a member of the FHLB of Des Moines, we can borrow against eligible loans and securities to meet liquidity and funding requirements. To maintain our borrowing capacity, we are required to invest in FHLB and FRB stock. At December 31, 2024, our total investment in FHLB and FRB stock was $124 million and $65 million, respectively, compared with $79 million and $65 million at December 31, 2023. The average FHLB activity stock holdings in 2024 were $85 million, compared with $179 million in 2023, contributing to a decrease in dividends on FHLB activity stock during the year.

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.

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. These pledged securities included $8.7 billion and $9.5 billion for available use through the GCF and other repo programs, $4.7 billion and $5.5 billion to the FRB and FHLB, and $4.5 billion and $5.5 billion to secure collateralized public and trust deposits, advances, and for other purposes.

A significant portion of these pledged assets are unencumbered, but are pledged to provide immediate access to contingency sources of funds. The following schedule presents our total available liquidity, including unused collateralized borrowing capacity:

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AVAILABLE LIQUIDITY

December 31, 2024December 31, 2023
(Dollar amounts in billions)FHLBFRB 1GCF 2BTFPTotalFHLBFRB 1GCFBTFPTotal
Total borrowing capacity$14.6$17.7$8.6$$40.9$16.6$9.8$9.6$5.8$41.8
Borrowings outstanding2.60.32.91.61.83.4
Remaining capacity, at period end$12.0$17.7$8.3$$38.0$15.0$9.8$7.8$5.8$38.4
Cash and due from banks0.70.7
Interest-bearing deposits 32.91.5
Total available liquidity$41.6$40.6
Ratio of available liquidity to uninsured deposits121%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, 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. 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.

The following schedule presents our credit ratings:

CREDIT RATINGS

as of January 31, 2025:
Rating agencyOutlookLong-term issuer/senior debt ratingSubordinated debt ratingShort-term debt rating
KrollStableA-BBB+K2
S&PNegativeBBB+BBBNR
FitchStableBBB+BBBF2
Moody’sStableBaa2NRP2

Uncertainties in the banking industry during 2023 resulted in ratings pressure for several banks, including Zions. Consequently, credit rating agencies downgraded certain of our issuer, debt, and deposit ratings. However, there were no changes to our credit ratings in 2024.

We may periodically issue or redeem preferred stock, senior or subordinated notes, or other forms of capital or debt instruments, depending on our capital, funding, asset-liability management, or other needs as market conditions warrant. Additional issuances may require regulatory approvals. During the fourth quarter of 2024, we fully redeemed the outstanding shares of our Series G, I, and J preferred stock and $88 million of 6.95% Fixed-to-Floating Subordinated Notes due 2028. Additionally, we issued $500 million of 6.82% Fixed-to-Floating Subordinated Notes due 2035. We believe our sources of available liquidity are sufficient to meet all reasonably foreseeable short- and intermediate-term demands.

For more information about a recent regulatory proposal that would expand long-term debt requirements and impact our sources of available liquidity, refer to “Regulatory Developments” on page 9 in Supervision and Regulation.

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Contractual Obligations

The following schedule presents certain contractual obligations at December 31, 2024:

CONTRACTUAL OBLIGATIONS

(In millions)One year or lessOver one year through three yearsOver three years through five yearsOver five yearsIndeterminable maturity 1Total
Deposits$11,327$117$37$1$64,741$76,223
Unfunded lending commitments8,1798,7942,8558,93928,767
Standby letters of credit:
Financial574574
Performance262262
Commercial letters of credit1515
Commitments to make venture and other noninterest-bearing investments 27272
Federal funds and other short-term borrowings3,8323,832
Long-term debt 3497499996
Operating leases406253139294
Total contractual obligations$24,229$8,973$3,442$9,578$64,813$111,035

1 Indeterminable maturity deposits include noninterest-bearing demand, savings, and money market deposits.

2 Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. 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. These include agreements for software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supplies purchasing, and other goods and services essential to our operations. Some of these contracts are renewable or cancellable on an annual basis or at shorter intervals. To secure favorable pricing, we may also enter into contracts that extend over several years.

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. 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. ERM supports employees, management, and the Board in assessing, measuring, managing, and monitoring this risk in accordance with our Risk Management Framework. For example, we have documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and the FDICIA.

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. We have established reconciliation procedures to ensure data processing systems consistently and accurately capture critical data. Additionally, our Enterprise Data & Analytics department provides oversight of data integrity and availability.

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We maintain disaster recovery and business continuity plans to support operations in the event of natural or other disasters. Furthermore, we mitigate certain operational risks through insurance, including errors and omissions and professional liability insurance.

We are committed to continuously improving our operational risk management through risk identification, risk and control self-assessments, business process mappings, regular tests of controls, and anti-fraud measures. These efforts are regularly reported to enterprise management committees. Key metrics, such as operational losses, supplier risk, model risk, and change initiative risk, have been established in line with our Risk Management Framework, and are overseen by Operational Risk Management. These metrics are incorporated into the Enterprise Risk Profile to monitor aggregated risks against board-established appetites. Additionally, we continually review and enhance our enterprise business resiliency and fraud risk oversight programs.

Technology Risk Management

Technology risk is the risk of adverse impact on business operations and customers due to reduced or denied availability or inadequate value delivery related to technology-related applications, infrastructure, or processes. 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. 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. 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.

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. ETO management regularly participates in enterprise architecture review boards and technology risk committees to assess ongoing objectives related to enterprise standards compliance, strategic alignment, end-of-life, audit, risk and compliance issue management, and asset management. Thresholds are defined to escalate associated risks to the ERMC and ROC committees as appropriate.

Cybersecurity Risk Management

Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity, and availability of data owned, stored, or processed by the Bank. For information about how we manage cybersecurity risk, see Part I, Item 1C. Cybersecurity on page 24.

Capital Management

The Board is responsible for approving key policies associated with 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. Other major responsibilities of the CMC include:

•Setting overall capital targets within the Board-approved Capital Policy, monitoring performance against policy limits, and recommending changes to capital, including dividends, common stock issuances and repurchases, subordinated debt, and strategic adjustments to maintain well-capitalized levels;

•Maintaining an adequate capital cushion to withstand adverse stress events while continuing to meet the borrowing needs of our customers and ensuring continued access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders; and

•Reviewing our credit agency ratings.

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A strong capital position is essential to achieve our key corporate objectives, ensure continued profitability, and foster depositor and investor confidence. 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.

We utilize stress testing as an important tool to inform our decisions on the appropriate level of capital to maintain, based on hypothetically stressed economic conditions, including the FRB’s supervisory severely adverse scenario. The timing and amount of capital actions depend on various factors, including our financial performance, business needs, prevailing and anticipated economic conditions, and the results of our internal stress testing, as well as approval from the Board and the Office of the Comptroller of the Currency (“OCC”). Shares may be repurchased occasionally in the open market or through privately negotiated transactions.

SHAREHOLDERS’ EQUITY

(Dollar amounts in millions)December 31, 2024December 31, 2023Amount changePercent change
Shareholders’ equity:
Preferred stock$66$440$(374)(85)%
Common stock and additional paid-in capital1,7371,7316
Retained earnings6,7016,2124898
Accumulated other comprehensive income(2,380)(2,692)31212
Total shareholders’ equity$6,124$5,691$4338

Total shareholders’ equity increased $433 million, or 8%, to $6.1 billion at December 31, 2024, compared with $5.7 billion at December 31, 2023. This increase was largely driven by higher retained earnings. Preferred stock decreased $374 million due to the redemption of the outstanding shares of our Series G, I, and J preferred stock during the fourth quarter of 2024. 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.

In 2024, we repurchased 0.9 million common shares outstanding for $35 million, compared with 0.9 million common shares repurchased for $50 million in 2023. In February 2025, we received the necessary approvals to repurchase up to $40 million of common shares outstanding during the fiscal year 2025.

The AOCI balance was a loss of $2.4 billion at December 31, 2024, and largely reflects a decline in the fair value of fixed-rate AFS securities as a result of changes in interest rates. This includes $1.8 billion ($1.4 billion after tax) of unrealized losses on the securities previously transferred from AFS to HTM. Compared with December 31, 2023, AOCI improved $312 million, primarily due to $194 million in unrealized loss amortization associated with the securities transferred from AFS to HTM, and $31 million primarily related to paydowns on AFS securities. Additionally, AOCI was also impacted by an $87 million decrease in unrealized losses and other adjustments associated with derivative instruments used for risk management purposes. We use pay-fixed, receive-floating interest rate swaps designated as hedges of our AFS securities to reduce the volatility of our AOCI balance. For more information about these swaps, see Note 7 of the Notes to Consolidated Financial Statements.

Absent any sales or credit impairment of the AFS securities, the unrealized losses will not be recognized in earnings. We do not intend to sell any securities with unrealized losses. Although changes in AOCI are reflected in shareholders’ equity, they are currently excluded from regulatory capital and therefore do not impact our regulatory ratios.

Federal banking regulators issued a proposal to implement Basel III Endgame, which would significantly revise certain capital requirements, including the inclusion of unrealized gains and losses on AFS debt securities in regulatory capital. This could potentially impact our current and future capital planning, including share repurchase activity. For more information about the regulatory proposals, see “Regulatory Developments” in Supervision and

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Regulation on page 9. For more information about our investment securities portfolio and related unrealized gains and losses, see Note 5 of the Notes to Consolidated Financial Statements.

CAPITAL DISTRIBUTIONS

(In millions, except share data)20242023
Capital distributions:
Preferred dividends paid$41$32
Bank preferred stock redeemed374
Total capital distributed to preferred shareholders41532
Common dividends paid248245
Bank common stock repurchased 13651
Total capital distributed to common shareholders284296
Total capital distributed to preferred and common shareholders$699$328
Weighted average diluted common shares outstanding (in thousands)147,215147,756
Common shares outstanding, at year-end (in thousands)147,871148,153

1 Includes amounts related to the common shares acquired through our publicly announced plans and those acquired in connection with our stock compensation plan. These shares were acquired from employees to cover their payroll taxes and stock option exercise costs upon the exercise of stock options.

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. 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. 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. 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. For more information about our compliance with the Basel III capital requirements, see the “Supervision and Regulation” section on page 7 and Note 15 of the Notes to Consolidated Financial Statements.

The following schedule presents our capital amounts, capital ratios, and other selected performance ratios:

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CAPITAL AMOUNTS AND RATIOS

(Dollar amounts in millions)December 31, 2024December 31, 2023December 31, 2022
Basel III risk-based capital amounts:
Common equity Tier 1 capital$7,363$6,863$6,481
Tier 1 risk-based7,4307,3036,921
Total risk-based9,0268,5538,077
Risk-weighted assets67,68566,93466,111
Basel III risk-based capital ratios:
Common equity Tier 1 capital10.9%10.3%9.8%
Tier 1 risk-based11.0%10.9%10.5%
Total risk-based13.3%12.8%12.2%
Tier 1 leverage8.3%8.3%7.7%
Other ratios:
Average equity to average assets6.8%6.0%6.6%
Return on average common equity13.1%13.4%16.0%
Return on average tangible common equity 116.2%17.3%19.8%
Tangible equity ratio 15.8%5.4%4.3%
Tangible common equity ratio 15.7%4.9%3.8%

1 See “Non-GAAP Financial Measures” on page 83 for more information regarding these ratios.

At December 31, 2024, our common equity tier 1 (“CET1”) capital was $7.4 billion, an increase of 7%, compared with $6.9 billion in the prior year period. The CET1 capital ratio improved to 10.9%, compared with 10.3%. Tangible book value per common share increased to $33.85, compared with $28.30, primarily due to higher retained earnings and reduced unrealized losses in AOCI. For more information on non-GAAP financial measures, see page 83.

During the third quarter of 2023, federal banking regulators proposed significant revisions to capital requirements, expanded long-term debt requirements, and revised requirements for resolution and recovery planning. For more information about these regulatory proposals, see “Regulatory Developments” in Supervision and Regulation on page 9.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Note 1 of the Notes to Consolidated Financial Statements contains a summary of our significant accounting policies. Certain accounting policies that we consider critical are described below because their related balances and estimates are significant to the financial statements. 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. 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. The sensitivities in these schedules and examples are hypothetical and should be viewed with caution. Changes in estimates are based on variations in assumptions and are not subject to simple extrapolation, as the relationship of the change in the assumption to the change in the amount of the estimate may not be linear. In addition, the effect of a variation in one assumption is likely to cause changes in other assumptions, which could potentially magnify or counteract the sensitivities.

Allowance for Credit Losses

The ACL includes the ALLL and the RULC and 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. The ACL for our HTM debt securities portfolio is estimated separately from loans and is not presented separately on the consolidated

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balance sheet due to immateriality. The ACL for debt securities was less than $1 million at both December 31, 2024 and 2023.

The ACL may change significantly each period because it is estimated using economic forecasts that change from period to period. Any unfavorable differences between the actual outcome of credit-related events and our estimates could require an additional provision for credit losses.

The ACL is calculated based on quantitative models and management’s qualitative judgment based on many factors over the life of the loan. The primary assumptions of the quantitative model are the economic forecast, the length of the reasonable and supportable forecast period, the length of the reversion period, prepayment rates, and the credit quality of the portfolio. The quantitative ACL estimate is based on losses under multiple economic scenarios that reflect optimistic, baseline, and stressed economic conditions. Management uses qualitative judgment to adjust scenario weights to more closely reflect management’s assessments of current conditions and reasonable and supportable forecasts.

If the ACL were evaluated on the baseline economic scenario rather than weighting multiple scenarios, the quantitatively determined amount of the ACL at December 31, 2024 would decrease by approximately $125 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. These sensitivity analyses are hypothetical and have been provided only to indicate the potential impact that changes in economic forecasts and changes in risk-grades may have on the ACL estimate. See Note 6 of the Notes to Consolidated Financial Statements for more information on the processes and methodologies used to estimate the ACL.

Fair Value Estimates

We measure certain assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. 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.

When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques use assumptions that market participants would consider in pricing the asset or the liability.

The selection and weighting of the various fair value techniques may result in a fair value higher or lower than the carrying value of the item being valued. Considerable judgment may be involved in determining the amount that is most representative of 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. In certain cases, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about the assumptions that we believe market participants would consider in estimating the fair value of financial instruments. The models used to estimate fair value are regularly evaluated by management for relevance under current facts and circumstances. Changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable.

Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary measure of accounting. 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. AFS securities in an unrealized loss position are formally reviewed on

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a quarterly basis for the presence of credit impairment. If we have the intent to sell an identified security, or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, we first recognize an identified impairment. If we do not have the intent to sell a security, and it is more likely than not that we will not be required to sell a security prior to recovery of its amortized cost basis, then we determine whether there is any impairment attributable to credit-related factors. Credit-related impairment is recognized as an allowance. Full or partial write-offs of an AFS security are recorded in the period in which the security is deemed to be uncollectible.

While certain assets and liabilities are measured at fair value, such as our AFS securities, the majority of our assets and liabilities are not adjusted for changes in fair value. This asymmetrical accounting creates volatility in AOCI and equity.

See Note 3 of the Notes to Consolidated Financial Statements for more information regarding the use of fair value estimates.

Goodwill

Goodwill is recorded upon completion of a business combination as the difference between the purchase price and the fair value of the net assets acquired and is subsequently evaluated at least annually for impairment.

We perform an evaluation during the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value exceeds fair value. We may elect to perform a qualitative analysis to determine if it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If the carrying amount is more likely than not to exceed its fair value, additional quantitative analysis is performed to determine the amount of goodwill impairment. If the fair value is less than the carrying value, an impairment is recorded for the difference. Goodwill impairment does not impact our regulatory capital ratios or tangible common equity ratio.

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.

Critical assumptions used as part of these methods include:

•Selection of comparable publicly traded companies based on location, size, and business focus and composition;

•Selection of market comparable acquisition transactions, if available, based on location, size, business focus and composition, and date of the transaction;

•The discount rate, which is based on our estimate of the cost of equity capital;

•The projections of future earnings and cash flows of the reporting unit;

•The relative weight given to the valuations derived by the two methods described previously; and

•The control premium associated with reporting units.

Since estimates are an integral part of the impairment test computations, changes in these estimates could have a significant impact on our reporting units’ fair value and the goodwill impairment amount, if any. Estimates include economic conditions, which impact the assumptions related to interest and growth rates, loss rates, and imputed cost of equity capital. 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.

During the fourth quarter of 2024, we performed our annual goodwill impairment evaluation, effective October 1, 2024, utilizing a qualitative analysis. Based on our evaluation, the goodwill at our reporting units was not impaired. During the fourth quarter of 2023, we performed a full quantitative analysis and determined that the fair values of Amegy, CB&T, Zions Bank, and NSB exceeded their carrying values by 38%, 70%, 80%, and 139%, respectively. As part of the quantitative analysis, we also performed a hypothetical sensitivity analysis on the discount rate assumption to evaluate the impact of an adverse change to this assumption. If the discount rate applied to future

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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.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Note 2 of the Notes to Consolidated Financial Statements discusses recently issued accounting pronouncements that we are, or will be, required to adopt. Also described is our expectation of the impact these new accounting pronouncements will have, to the extent they are material, on our financial condition or results of operations.

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. We use these non-GAAP financial measures to assess our performance and financial position. We believe that presenting these non-GAAP financial measures allows investors to assess our performance on the same basis as that applied by our management and the financial services industry.

Non-GAAP financial measures have inherent limitations and are not necessarily comparable to similar financial measures that may be presented by other financial services companies. Although non-GAAP financial measures are frequently used by stakeholders to evaluate a company, they have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results reported under GAAP.

Tangible Common Equity and Related Measures

Tangible common equity and related measures are non-GAAP measures that exclude the impact of intangible assets and their related amortization. We believe these non-GAAP measures provide useful information about our use of shareholders’ equity and provide a basis for evaluating the performance of a business more consistently, whether acquired or developed internally.

RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP)

Year Ended December 31,
(Dollar amounts in millions)202420232022
Net earnings applicable to common shareholders (GAAP)$737$648$878
Adjustment, net of tax:
Amortization of core deposit and other intangibles551
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.

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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,
202420232022
Total shareholders’ equity (GAAP)$6,124$5,691$4,893
Goodwill and intangibles(1,052)(1,059)(1,065)
Tangible equity (non-GAAP)(a)5,0724,6323,828
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)147,871148,153148,664
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 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. Adjusted pre-provision net revenue enables management and others to assess our ability to generate capital. Taxable-equivalent net interest income allows us to assess the comparability of revenue arising from both taxable and tax-exempt sources.

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EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP)

(Dollar amounts in millions)202420232022
Noninterest expense (GAAP)(a)$2,046$2,097$1,878
Adjustments:
Severance costs3141
Other real estate expense, net(1)1
Amortization of core deposit and other intangibles761
Restructuring costs1
SBIC investment success fee accrual 11(1)
FDIC special assessment1190
Total adjustments(b)211112
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)454137
Taxable-equivalent net interest income (non-GAAP)(f)=(d+e)2,4752,4792,557
Noninterest income (GAAP)(g)700677632
Combined income (non-GAAP)(h)=(f+g)3,1753,1563,189
Adjustments:
Fair value and nonhedge derivative gain (loss)(4)16
Securities gains (losses), net194(15)
Total adjustments(i)191
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)1,1311,1701,312
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.

FY 2023 10-K MD&A

SEC filing source: 0000109380-24-000061.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-23. Report date: 2023-12-31.

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. 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. 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. We focus on five strategic growth areas: small business, commercial, affluent, capital markets, and consumer.

To facilitate the achievement of our growth and profitability objectives, we invest in the following five key areas, referred to as “strategic enablers”:

•People and Empowerment — we invest in training our employees and providing them the tools and resources to build their capabilities;

•Technology — we invest in innovative technologies that will make us more efficient and enable us to remain competitive;

•Operational Excellence — we invest in and support ongoing improvements in how we safely and securely deliver value to our customers;

•Risk Management — we engage in risk management practices to ensure prudent risk-taking and appropriate oversight; and

•Data and Analytics — we invest in relevant enterprise data and analytic tools to support local execution and prudent decision making.

RESULTS OF OPERATIONS

During 2023, the banking industry experienced significant changes in market conditions, including a higher interest rate environment, significant fluctuations in deposit levels, and broad weakness in bank valuations due in large part to several regional banks being closed and placed into receivership with the FDIC. We employed the following strategic actions during the year as a complement to our existing, well-established risk management practices:

•Generated customer deposit growth through a combination of competitive interest rates, customer outreach, and expanded utilization of reciprocal deposit programs in order to increase the availability of FDIC insurance;

•Actively managed the balance sheet through an earning-asset mix change toward higher-yielding loans, while reducing the size of our lower-yielding securities and money market positions;

•Increased total available liquidity sources, which far exceeded our level of uninsured deposits, and included the expanded use of existing collateralized funding lines;

•Actively managed our interest rate and market risk exposures through a rebalancing of our hedges for both available-for-sale (“AFS”) securities and commercial loans;

•Remained committed to controlling expenses, including active personnel management, while continuing to invest in technology;

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•Maintained strong credit performance, including low net charge-offs; and

•Further strengthened our regulatory capital position through increased retained earnings and suspended share repurchase programs (beginning the second quarter of 2023 through the end of the year).

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.

Column 1Column 2Column 3Column 4Column 5Column 6Column 7
Net Earnings Applicable to Common Shareholders(in millions)Diluted EPSAdjusted PPNR(in millions)Efficiency ratio

Our financial performance for 2023 relative to the prior year reflected an increase in deposits, lower net interest income, stabilization of the net interest margin (“NIM”), loan growth, and strong credit quality, as well as higher noninterest expense and provision for credit losses.

•Net interest income decreased $82 million, or 3%, as higher earning asset yields were offset by rising funding costs. The NIM decreased slightly to 3.02%, compared with 3.06%. Net interest income was also impacted by a reduction in interest-earning assets and an increase in interest-bearing liabilities.

◦Average interest-earning assets decreased $1.7 billion, or 2%, driven by declines in average securities and average money market investments, partially offset by an increase in average loans and leases.

◦Total loans and leases increased $2.1 billion, or 4%, primarily due to growth in the consumer 1-4 family residential mortgage, commercial real estate term, and commercial and industrial loan portfolios.

◦Average interest-bearing liabilities increased $9.7 billion, or 23%, primarily due to increases in average interest-bearing deposits and average borrowed funds. These increases were offset by a decrease of $10.2 billion, or 26%, in average noninterest-bearing deposits, as customers migrated to interest-bearing products in response to the higher interest rate environment.

◦Total deposits increased $3.3 billion, or 5%, primarily due to a $12.8 billion increase in interest-bearing deposits, partially offset by a $9.5 billion decrease in noninterest-bearing demand deposits. Customer deposits (excluding brokered deposits) remained relatively stable at $70.5 billion and included approximately $6.8 billion of reciprocal deposit products. The loan-to-deposit ratio remained flat at 77%.

•The provision for credit losses was $132 million in 2023, compared with $122 million in 2022.

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•Customer-related noninterest income increased $6 million, or 1%, primarily due to increases in commercial account fees and wealth management fees, partially offset by a decrease in retail and business banking fees resulting from a change in our overdraft and non-sufficient funds practices effected during the third quarter of 2022. Increases in noncustomer-related noninterest income were due largely to an increase in dividends on FHLB stock, as well as the gain on sale of a bank-owned property in the second quarter of 2023.

•Noninterest expense increased $219 million, or 12%, primarily due to an increase in deposit insurance and regulatory expense, driven largely by a $90 million accrual associated with the FDIC special assessment in the fourth quarter of 2023. Noninterest expense was also impacted by higher salaries and benefits (including severance) and technology, telecom, and information processing expenses.

•Credit quality remained strong, as net loan and lease charge-offs were $36 million, or 0.06% of average loans in 2023, compared with net charge-offs of $39 million, or 0.07% of average loans, in 2022. Classified loans decreased $104 million, or 11%. Nonperforming assets increased $79 million, or 53%, primarily due to one commercial and industrial loan totaling $31 million, and two suburban office commercial real estate loans totaling $46 million.

The following schedule presents additional selected financial highlights:

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Schedule 4

SELECTED FINANCIAL HIGHLIGHTS

(Dollar amounts in millions, except per share amounts)2023/2022 Change202320222021
For the Year
Net interest income(3)%$2,438$2,520$2,208
Noninterest income7%677632703
Total net revenue(1)%3,1153,1522,911
Provision for credit losses8%132122(276)
Noninterest expense12%2,0971,8781,741
Pre-provision net revenue 1(19)%1,0591,3111,202
Net income(25)%6809071,129
Net earnings applicable to common shareholders(26)%6488781,100
Per Common Share
Net earnings – diluted(25)%4.355.796.79
Tangible book value at year-end 124%28.3022.7939.62
Market price – end(11)%43.8749.1663.16
Market price – high(27)%55.2075.4468.25
Market price – low(60)%18.2645.2142.12
At Year-End
Assets(3)%87,20389,54593,200
Loans and leases, net of unearned income and fees4%57,77955,65350,851
Deposits5%74,96171,65282,789
Common equity18%5,2514,4537,023
Performance Ratios
Return on average assets0.77%1.01%1.29%
Return on average common equity13.4%16.0%14.9%
Return on average tangible common equity 117.3%19.8%17.3%
Net interest margin3.02%3.06%2.72%
Net charge-offs to average loans and leases0.06%0.07%0.01%
Total allowance for credit losses to loans and leases outstanding1.26%1.14%1.09%
Capital Ratios at Year-End
Common equity Tier 1 capital10.3%9.8%10.2%
Tier 1 leverage8.3%7.7%7.2%
Tangible common equity 14.9%3.8%6.5%
Other Selected Information
Weighted average diluted common shares outstanding (in thousands)(2)%147,756150,271160,234
Bank common shares repurchased (in thousands)(73)%9473,56313,497
Dividends declared4%$1.64$1.58$1.44
Common dividend payout ratio 237.8%27.3%21.1%
Capital distributed as a percentage of net earnings applicable to common shareholders 346%50%94%
Efficiency ratio 162.9%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.

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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 NIM is calculated as net interest income as a percent of average interest-earning assets.

Schedule 5

NET INTEREST INCOME AND NET INTEREST MARGIN

Amount changePercent changeAmount changePercent change
(Dollar amounts in millions)202320222021
Interest and fees on loans$3,196$1,08451%$2,112$1779%$1,935
Interest on money market investments188107NM8160NM21
Interest on securities563511051220165311
Total interest income3,9471,242462,705438192,267
Interest on deposits1,063993NM7040NM30
Interest on short- and long-term borrowings446331NM11586NM29
Total interest expense1,5091,324NM185126NM59
Net interest income$2,438$(82)(3)$2,520$31214$2,208
Average interest-earning assets$81,984$(1,654)(2)%$83,638$1,3712%$82,267
Average interest-bearing liabilities51,8769,73823%42,1381,3883%40,750
bpsbps
Yield on interest-earning assets 14.86%1583.28%492.79%
Rate paid on total deposits and interest-bearing liabilities 11.87%1640.23%160.07%
Cost of total deposits 11.46%1370.09%50.04%
Net interest margin 13.02%(4)3.06%342.72%

1 Taxable-equivalent rates used where applicable.

Net interest income decreased $82 million, or 3%, in 2023, relative to the prior year, as higher earning asset yields were offset by higher funding costs. The NIM was 3.02%, compared with 3.06%.

The yield on average interest-earning assets was 4.86% in 2023, an increase of 158 basis points, reflecting higher interest rates and a favorable mix change to higher yielding assets. The yield on average loans and leases increased 163 basis points to 5.69% in 2023, compared with 4.06% in 2022, reflecting the higher interest rate environment. The yield on average securities increased 58 basis points to 2.64% in 2023.

The rate paid on average interest-bearing liabilities was 2.91% in 2023, compared with 0.44% in the prior year, and the cost of total deposits was 1.46%, compared with 0.09% in the prior year, also reflecting the higher interest rate environment, and the impact of the change in deposit composition away from noninterest-bearing deposits. The rate paid on total borrowed funds was 5.11%, compared with 3.27%, for the same time periods.

Net interest income was also impacted by a reduction in interest-earning assets and an increase in interest-bearing liabilities. Average interest-earning assets decreased $1.7 billion, or 2%, from the prior year, driven by declines in average securities and average money market investments. The decrease in average securities was primarily due to principal reductions. These decreases were partially offset by an increase of $4.1 billion in average loans and leases.

Average interest-bearing liabilities increased $9.7 billion, or 23%, primarily due to increases in average interest-bearing deposits and average borrowed funds. These increases were offset by a decline of $10.2 billion, or 26%, in average noninterest-bearing deposits, as customers migrated to interest-bearing products in response to the higher interest rate environment.

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The following charts further illustrate the changes in average interest-earning assets and average interest-bearing liabilities:

Average loans and leases increased $4.1 billion, or 8%, to $56.7 billion, primarily due to growth in average consumer and commercial loans. Average securities decreased $3.8 billion, or 15%, to $21.7 billion, primarily due to principal reductions. During the fourth quarter of 2022, we transferred approximately $10.7 billion fair value ($13.1 billion amortized cost) of mortgage-backed AFS securities to the held-to-maturity (“HTM”) category.

Average deposits decreased $5.6 billion, or 7%, to $72.9 billion, driven largely by the reduction in noninterest-bearing deposits. Average noninterest-bearing deposits as a percentage of total deposits decreased to 41% in 2023, compared with 51% during 2022. Our loan-to-deposit ratio was 77%, compared with 78% in the prior year.

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Average borrowed funds, consisting primarily of secured borrowings, increased $5.2 billion, or 149%, to $8.7 billion, due largely to a shift in wholesale funding needs as a result of fluctuations in deposit levels during 2023.

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 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.

The following schedule summarizes the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets and the costs of interest-bearing liabilities:

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Schedule 6

AVERAGE BALANCE SHEETS, YIELDS, AND RATES

Year Ended December 31,
202320222021
(In millions)Average balanceInterestYield/Rate 1Average balanceInterestYield/Rate 1Average balanceInterestYield/Rate 1
ASSETS
Money market investments:
Interest-bearing deposits$2,163$1125.18%$3,066$270.87%$8,917$120.14%
Federal funds sold and securities purchased under agreements to resell1,358765.572,482542.162,12990.40
Total money market investments3,5211885.335,548811.4511,046210.19
Securities:
Held-to-maturity10,7312402.241,999472.36562172.97
Available-for-sale10,9003313.0323,1324611.9918,3652921.59
Trading account5312.86322164.79246114.43
Total securities21,6845722.6425,4535242.0619,1733201.67
Loans held for sale3925.953912.576512.35
Loans and leases: 2
Commercial30,5191,6795.5029,2251,1944.0929,5801,1854.01
Commercial real estate13,0239086.9812,2515444.4412,1364183.44
Consumer13,1986394.8411,1223983.5810,2673543.44
Total loans and leases56,7403,2265.6952,5982,1364.0651,9831,9573.76
Total interest-earning assets81,9843,9884.8683,6382,7423.2882,2672,2992.79
Cash and due from banks662621605
Allowance for credit losses on loans and debt securities(632)(514)(612)
Goodwill and intangibles1,0621,0221,015
Other assets5,5794,9084,122
Total assets$88,655$89,675$87,397
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits:
Savings and money market$34,135$6501.90$37,045$610.16$36,717$210.06
Time9,0284134.581,59490.582,02090.41
Total interest-bearing deposits43,1631,0632.4638,639700.1838,737300.08
Borrowed funds:
Federal funds purchased and security repurchase agreements3,3801694.981,531382.4979710.07
Other short-term borrowings4,7412415.081,263463.6550.04
Long-term debt592366.09705314.281,211282.36
Total borrowed funds8,7134465.113,4991153.272,013291.45
Total interest-bearing funds51,8761,5092.9142,1381850.4440,750590.14
Noninterest-bearing demand deposits29,70339,89037,520
Other liabilities1,7971,7351,259
Total liabilities83,37683,76379,529
Shareholders’ equity:
Preferred equity440440497
Common equity4,8395,4727,371
Total shareholders’ equity5,2795,9127,868
Total liabilities and shareholders’ equity$88,655$89,675$87,397
Spread on average interest-bearing funds1.95%2.84%2.65%
Impact of net noninterest-bearing sources of funds1.07%0.22%0.07%
Net interest margin$2,4793.02%$2,5573.06%$2,2402.72%
Memo: total cost of deposits1.46%0.09%0.04%
Memo: total deposits and interest-bearing liabilities81,5791,5091.87%82,0281850.23%78,270590.07%

1 Taxable-equivalent rates used where applicable.

2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs. Loans include nonaccrual and restructured loans.

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The following schedule presents year-over-year changes in net interest income on a fully taxable-equivalent basis for the years indicated. For purposes of calculating the yields in this schedule, the average loan balances also include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized into interest income, but are applied as a reduction to the principal outstanding. In addition, interest on modified loans is generally accrued at the modified rates.

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.

Schedule 7

ANALYSIS OF CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME

2023 over 20222022 over 2021
Changes due toTotal changesChanges due toTotal changes
(In millions)VolumeRate1VolumeRate1
INTEREST-EARNING ASSETS
Money market investments:
Interest-bearing deposits$(8)$93$85$(8)$23$15
Federal funds sold and securities purchased under agreements to resell(25)472214445
Total money market investments(33)140107(7)6760
Securities:
Held-to-maturity195(2)19334(4)30
Available-for-sale(244)114(130)8683169
Trading account(8)(7)(15)415
Total securities(57)1054812480204
Loans held for sale11
Loans and leases2
Commercial56429485(59)689
Commercial real estate363283643123126
Consumer84157241301444
Total loans and leases1769141,090(26)205179
Total interest-earning assets861,1601,24691352443
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Saving and money market(6)59558913940
Time163241404(2)2
Total interest-bearing deposits157836993(1)4140
Borrowed funds:
Federal funds purchased and security repurchase agreements72591313737
Other short-term borrowings17124195341246
Long-term debt(6)115(11)143
Total borrowed funds23794331236386
Total interest-bearing liabilities3949301,32422104126
Change in taxable-equivalent net interest income$(308)$230$(78)$69$248$317

1 Taxable-equivalent rates used where applicable.

2 Net of unearned income and fees, net of related costs. Loans include nonaccrual and modified loans.

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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”). The ALLL represents the estimated current expected credit losses related to the loan and lease portfolio as of the balance sheet date. The RULC represents the estimated reserve for current expected credit losses associated with off-balance sheet commitments. Changes in the ALLL and RULC, net of charge-offs and recoveries, are recorded as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, on the consolidated statement of income. The ACL for debt securities is estimated separately from loans and is included in “Investment securities” on the consolidated balance sheet.

The provision for credit losses, which is the combination of both the provision for loan and lease losses and the provision for unfunded lending commitments, was $132 million in 2023, compared with $122 million in 2022.

The ACL was $729 million at December 31, 2023, compared with $636 million at December 31, 2022. The increase in the ACL reflects incremental reserves associated with portfolio-specific risks including commercial real estate, as well as deterioration in economic forecasts. The ratio of ACL to total loans and leases was 1.26% at December 31, 2023, compared with 1.14% at December 31, 2022. The provision for securities losses was less than $1 million during 2023 and 2022.

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The bar chart above illustrates the broad categories of change in the ACL from the prior year period. The second bar represents changes in economic forecasts and current economic conditions, which increased the ACL by $33 million from the prior year period.

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 fourth bar represents loan portfolio changes, driven primarily by changes in loan balances and composition, the aging of the portfolio, and other qualitative risk factors; all of which resulted in a $24 million decrease in the ACL.

See “Credit Risk Management” on page 54 and Note 6 of the Notes to Consolidated Financial Statements for more information on how we determine the appropriate level of the ALLL and the RULC.

Noninterest Income

Noninterest income represents revenue we earn from products and services that generally have no associated interest rate or yield and is classified as either customer-related or noncustomer-related. Customer-related noninterest income excludes items such as securities gains and losses, dividends, insurance-related income, and mark-to-market adjustments on certain derivatives.

Total noninterest income increased $45 million, or 7%, in 2023, relative to the prior year. Noninterest income accounted for 22% and 20% of net revenue during 2023 and 2022, respectively. The following schedule presents a comparison of the major components of noninterest income:

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Schedule 8

NONINTEREST INCOME

(Dollar amounts in millions)2023Amount changePercent change2022Amount changePercent change2021
Commercial account fees$174$159%$159$2216%$137
Card fees101(3)(3)1049995
Retail and business banking fees66(7)(10)73(1)(1)74
Loan-related fees and income79(1)(1)80(15)(16)95
Capital markets fees81(2)(2)83131970
Wealth management fees58355551050
Other customer-related fees61126061154
Customer-related noninterest income62061%614397%575
Fair value and nonhedge derivative income (loss)(4)(20)NM1621414
Dividends and other income5740NM17(26)(60)43
Securities gains (losses), net419NM(15)(86)NM71
Noncustomer-related noninterest income5739NM18(110)(86)128
Total noninterest income$677$457%$632$(71)(10)%$703

Customer-related Noninterest Income

Consistent with our key corporate objectives, we continue to deepen existing relationships with our commercial, small business, capital markets, affluent, and retail customers by providing high-quality treasury management products, capital market solutions, wealth management advisory services, and depository account services.

Total customer-related noninterest income increased $6 million, or 1%, in 2023, relative to the prior year. Key drivers impacting customer-related revenue included:

•Commercial account fees increased $15 million or 9%, driven by increases in treasury management sweep income, account analysis fees, and bankcard merchant fees.

•Wealth management fee income increased $3 million, or 5%, reflecting growth in assets and increased wealth and advisory services. Our assets under management were $13.3 billion at December 31, 2023.

•Retail and business banking fees decreased $7 million, or 10%, primarily due to changes in our overdraft and non-sufficient funds practices, which were effected in the third quarter of 2022.

•Card fees decreased $3 million, or 3%, due to declines in commercial and business bankcard interchange fees.

•Capital markets fees decreased $2 million, or 2%, primarily due to reduced customer swap and loan syndication fees.

Noncustomer-related Noninterest Income

Total noncustomer-related noninterest income increased $39 million in 2023. Dividends and other income increased $40 million, primarily due to higher dividends on FHLB stock resulting from increased average FHLB activity stock and an increase in the associated dividend rate, when compared with the prior year, as well as a gain on sale of a bank-owned property in the second quarter of 2023. Net securities gains increased $19 million, due largely to higher losses recorded during the prior year in our Small Business Investment Company (“SBIC”) investment portfolio. Fair value and nonhedge derivative income decreased $20 million, primarily due to larger gains during the prior year related to credit valuation adjustments (“CVA”) on client-related interest rate swaps.

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Noninterest Expense

The following schedule presents a comparison of the major components of noninterest expense:

Schedule 9

NONINTEREST EXPENSE

(Dollar amounts in millions)2023Amount changePercent change2022Amount changePercent change2021
Salaries and employee benefits$1,275$403%$1,235$10810%$1,127
Technology, telecom, and information processing2403115209105199
Occupancy and equipment, net16085152(1)(1)153
Professional and legal services625957(15)(21)72
Marketing and business development4671839(4)(9)43
Deposit insurance and regulatory expense169119NM50164734
Credit-related expense26(4)(13)3041526
Other real estate expense, net(1)NM11NM
Other1191413105182187
Total noninterest expense$2,097$21912%$1,878$1378%$1,741
Adjusted noninterest expense (non-GAAP)$1,986$1106%$1,876$1398%$1,737

Noninterest expense increased $219 million, or 12%, in 2023, relative to the prior year, primarily due to a $119 million increase in deposit insurance and regulatory expense, driven largely by a $90 million accrual associated with the FDIC special assessment during the fourth quarter of 2023, as well as an increased FDIC insurance base rate beginning in 2023.

In November 2023, the FDIC issued a final rule to implement a special assessment pursuant to a systemic risk determination to recover the costs associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank in early 2023. 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 a tax-deductible special assessment from banks at an annual rate of approximately 13.4 bps for an anticipated eight quarterly assessment periods, beginning with the first quarter of 2024.

Salaries and benefits expense represented approximately 61% and 66% of total noninterest expense during 2023 and 2022, respectively. The following schedule presents the major components of salaries and employee benefits expense:

Schedule 10

SALARIES AND EMPLOYEE BENEFITS

(Dollar amounts in millions)2023Amount/quantity changePercent change2022Amount/quantity changePercent change2021
Salaries and bonuses$1,057$293%$1,028$9310%$935
Employee benefits:
Employee health and insurance1007893101283
Retirement and profit sharing51(1)(2)52(5)(9)57
Payroll taxes and other fringe benefits675862101952
Total employee benefits218115207158192
Total salaries and employee benefits$1,275$403%$1,235$10810%$1,127
Full-time equivalent employees at December 31,9,679(310)(3)%9,9893043%9,685

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Total salaries and benefits expense increased $40 million, or 3%, primarily due to the ongoing impact of inflationary and competitive labor market pressures on wages and benefits, a decline in deferred salaries related to fewer loan originations and reduced software development activities, and an increase in severance expense. These increases were partially offset by a decrease in incentive compensation accruals. We had 9,679 full-time equivalent employees at December 31, 2023, a decrease of approximately 3% relative to the prior year.

Technology, telecom, and information processing expense increased $31 million, or 15%, primarily due to increases in software amortization expenses associated with the replacement of our core loan and deposit banking system, as well as other related application software, license, and maintenance expenses, reflecting our ongoing investments in strategic technology initiatives designed to improve our products and services and to simplify how we do business. For further discussion on the replacement of our core loan and deposit banking system, see “Premises, Equipment, and Software” on page 52.

The efficiency ratio was 62.9%, compared with 58.8%, primarily due to a decline in adjusted taxable-equivalent revenue. For information on non-GAAP financial measures, see page 77.

Technology Spend

Consistent with our strategic objectives, we invest in technologies that will make us more efficient and enable us to remain competitive. We generally consider these investments as technology spend, which represents expenditures associated with technology-related investments, operations, systems, and infrastructure, and includes current period expenses presented on the consolidated statement of income, as well as capitalized investments, net of related amortization and depreciation, presented on the consolidated balance sheet. Technology spend is reported as a combination of the following:

•Technology, telecom, and information processing expense — includes expenses related to application software licensing and maintenance, related amortization, telecommunications, and data processing;

•Other technology-related expense — includes related noncapitalized salaries and employee benefits, occupancy and equipment, and professional and legal services; and

•Technology investments — includes capitalized technology infrastructure equipment, hardware, and purchased or internally developed software, less related amortization or depreciation.

The following schedule presents the composition of our technology spend:

Schedule 11

TECHNOLOGY SPEND

December 31Amount changePercent change
(In millions)20232022
Technology, telecom, and information processing expense$240$209$3115%
Other technology-related expense2322062613
Technology investments8290(8)(9)
Less: related amortization and depreciation(71)(54)(17)31
Total technology spend$483$451$327%

Total technology spend increased $32 million, or 7%, relative to the prior year, driven largely by the aforementioned increases in technology, telecom, and information processing expense, as well as higher technology-related compensation and investments in resiliency.

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Income Taxes

The following schedule summarizes the income tax expense and effective tax rates for the periods presented:

Schedule 12

INCOME TAXES

(Dollar amounts in millions)202320222021
Income before income taxes$886$1,152$1,446
Income tax expense206245317
Effective tax rate23.3%21.3%21.9%

The effective tax rates for the periods presented above were decreased by nontaxable municipal interest income and nontaxable income from certain bank-owned life insurance (“BOLI”), and were increased by the nondeductibility of certain FDIC premiums, certain executive compensation, and other fringe benefits. The increase in the effective tax rate for 2023 was primarily due to higher FDIC premium expense (regular FDIC insurance premiums are non-deductible) and interest expense related to tax-exempt income. Additionally, investments in technology initiatives, low-income housing, and municipal securities during 2023, 2022, and 2021, generated tax credits and nontaxable income that benefited the effective tax rate for each respective year.

We had a net DTA of $1.0 billion and $1.1 billion at December 31, 2023 and 2022, respectively. The decrease in the net DTA was driven largely by a decrease in unrealized losses in AOCI associated with investment securities and derivative instruments and a reduction of certain capitalized expenses for tax purposes. These decreases were partially offset by an increase in the provision for credit losses during 2023.

We had no valuation allowance at December 31, 2023 and December 31, 2022. See Note 20 of the Notes to Consolidated Financial Statements for more information about the factors that impacted our effective tax rate, significant components of our DTAs and DTLs, and unrecognized tax benefits for uncertain tax positions.

Preferred Stock Dividends

Preferred stock dividends totaled $32 million in 2023, and $29 million in both 2022 and 2021. See further details in Note 14 of the Notes to Consolidated Financial Statements.

Business Segment Results

We manage our operations through seven affiliate banks located in different geographic markets, each with its own local branding and management team. 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”). We emphasize local authority, responsibility, pricing, and customization of certain products that are designed to maximize customer satisfaction, strengthen community relations, and improve profitability and shareholder returns. 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 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. This process is subject to change and refinement over time. For more performance information related to our business segments, including the Other segment, see Note 22 of the Notes to Consolidated Financial Statements.

The following schedule summarizes selected financial information of our business segments. Ratios are calculated based on amounts in thousands.

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Schedule 13

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions)Zions BankCB&TAmegy
202320222021202320222021202320222021
KEY FINANCIAL INFORMATION
Total average loans$14,298$13,277$13,198$14,128$13,129$12,892$12,851$12,110$12,189
Total average deposits20,23324,31723,58814,25316,16015,79613,56915,73515,496
Income before income taxes311387380282314405218311362
CREDIT QUALITY
Provision for credit losses$20$43$(26)$44$49$(78)$15$5$(96)
Net loan and lease charge-offs (recoveries)1929103532
Ratio of net charge-offs to average loans and leases0.13%0.22%%0.07%0.02%%0.04%0.02%0.02%
Allowance for credit losses$157$155$142$162$122$90$139$122$128
Ratio of allowance for credit losses to net loans and leases, at year-end1.10%1.17%1.08%1.15%0.93%0.70%1.08%1.01%1.05%
Nonperforming assets$26$36$84$82$25$41$35$59$90
Ratio of nonperforming assets to net loans and leases and other real estate owned0.18%0.26%0.65%0.58%0.18%0.32%0.27%0.46%0.77%
(Dollar amounts in millions)NBAZNSBVectraTCBW
202320222021202320222021202320222021202320222021
KEY FINANCIAL INFORMATION
Total average loans$5,318$4,911$4,849$3,392$2,987$3,015$4,004$3,632$3,414$1,705$1,630$1,569
Total average deposits7,0088,0357,2886,9647,4366,6913,4824,1094,3861,1961,5711,537
Income before income taxes107111126237689345567384541
CREDIT QUALITY
Provision for credit losses$4$11$(27)$42$4$(35)$7$9$(12)$2$1$(3)
Net loan and lease charge-offs (recoveries)1(1)(1)3(2)1291
Ratio of net charge-offs to average loans and leases0.02%(0.02)%(0.02)%0.09%(0.07)%0.03%0.05%0.25%%%%0.06%
Allowance for credit losses$54$40$38$66$27$26$45$36$37$11$9$8
Ratio of allowance for credit losses to net loans and leases, at year-end1.02%0.81%0.79%1.95%0.90%0.86%1.12%0.99%1.08%0.65%0.55%0.51%
Nonperforming assets$12$6$11$46$9$24$16$14$18$8$$1
Ratio of nonperforming assets to net loans and leases and other real estate owned0.21%0.12%0.24%1.34%0.27%0.85%0.40%0.36%0.53%0.46%—%0.06%

All references below to domestic deposits by state are based on FDIC deposit market share data for full-service institutions with at least three branches at June 30, 2023.

Zions Bank

Zions Bank is headquartered in Salt Lake City, Utah, and conducts operations in Utah, Idaho, and Wyoming. As measured by domestic deposits in these states, Zions Bank was the largest full-service commercial bank in Utah and the fifth largest in Idaho.

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Zions Bank’s income before income taxes decreased $76 million, or 20%, during 2023. The decrease was due to a $45 million decrease in net interest income and a $62 million increase in noninterest expense, partially offset by a $23 million decrease in the provision for credit losses and an $8 million increase in noninterest income. The loan portfolio increased $852 million during 2023, including increases of $557 million and $424 million in consumer and commercial loans, respectively, and a decrease of $129 million in CRE loans. The ratio of ACL to net loans and leases decreased to 1.10% at December 31, 2023, compared with 1.17%. Nonperforming assets decreased $10 million, or 28%, from the prior year. Total deposits decreased 3% in 2023.

California Bank & Trust

California Bank & Trust is headquartered in San Diego, California. As measured by domestic deposits in the state, CB&T was the 17th largest full-service commercial bank in California.

CB&T’s income before income taxes decreased $32 million, or 10%, during 2023. The decrease was due to a $48 million increase in noninterest expense, partially offset by an $8 million increase in noninterest income, a $5 million decrease in the provision for credit losses, and a $3 million increase in net interest income. The loan portfolio increased $291 million during 2023, including increases of $243 million and $164 million in consumer and CRE loans, respectively, and a decrease of $116 million in commercial loans. The ratio of ACL to net loans and leases increased to 1.15% at December 31, 2023, compared with 0.93%. Nonperforming assets increased $57 million from the prior year, driven largely by two suburban office commercial real estate loans totaling $46 million. Total deposits increased 2% in 2023.

Amegy Bank

Amegy Bank is headquartered in Houston, Texas. As measured by domestic deposits in the state, Amegy was the 9th largest full-service commercial bank in Texas.

Amegy’s income before income taxes decreased $93 million, or 30%, during 2023. The decrease was due to a $60 million decrease in net interest income, a $49 million increase in noninterest expense, and a $10 million increase in the provision for credit losses, partially offset by a $26 million increase in noninterest income. The loan portfolio increased $237 million during 2023, including increases of $171 million and $156 million in CRE and consumer loans, respectively, and a decrease of $90 million in commercial loans. The ratio of ACL to net loans and leases increased to 1.08% at December 31, 2023, compared with 1.01%. Nonperforming assets decreased $24 million, or 41%, from the prior year. Total deposits increased 9% in 2023.

National Bank of Arizona

National Bank of Arizona is headquartered in Phoenix, Arizona. As measured by domestic deposits in the state, NBAZ was the fifth largest full-service commercial bank in Arizona.

NBAZ’s income before income taxes decreased $4 million, or 4%, during 2023. The decrease was due to a $22 million increase in noninterest expense and an $8 million decrease in noninterest income, partially offset by a $19 million increase in net interest income and a $7 million decrease in the provision for credit losses. The loan portfolio increased $509 million during 2023, including increases of $259 million, $177 million, and $73 million in CRE, consumer, and commercial loans, respectively. The ratio of ACL to net loans and leases increased to 1.02% at December 31, 2023, compared with 0.81%. Nonperforming assets increased $6 million from the prior year. Total deposits decreased 6% in 2023.

Nevada State Bank

Nevada State Bank is headquartered in Las Vegas, Nevada. As measured by domestic deposits in the state, NSB was the fifth largest full-service commercial bank in Nevada.

NSB’s income before income taxes decreased $53 million, or 70%, during 2023. The decrease was due to a $38 million increase in the provision for credit losses, a $20 million increase in noninterest expense, and a $3 million decrease in noninterest income, partially offset by an $8 million increase in net interest income. The loan

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portfolio increased $158 million during 2023, including increases of $104 million and $56 million in consumer and CRE loans, respectively, and a decrease of $2 million in commercial loans. The ratio of ACL to net loans and leases increased to 1.95% at December 31, 2023, compared with 0.90%. Nonperforming assets increased $37 million from the prior year. Total deposits increased 1% in 2023.

In July 2022, NSB purchased three Northern Nevada City National Bank branches and their associated deposit, credit card, and loan accounts. In addition to the three branches, the purchase included approximately $430 million in deposits and $95 million in commercial and consumer loans.

Vectra Bank Colorado

Vectra Bank Colorado is headquartered in Denver, Colorado. As measured by domestic deposits in the state, Vectra was the 14th largest full-service commercial bank in Colorado.

Vectra’s income before income taxes decreased $21 million, or 38%, during 2023. The decrease was due to a $17 million increase in noninterest expense, a $3 million decrease in noninterest income, and a $3 million decrease in net interest income, partially offset by a $2 million decrease in the provision for credit losses. The loan portfolio increased $114 million during 2023, including increases of $160 million and $43 million in consumer and CRE loans, respectively, and a decrease of $89 million in commercial loans. The ratio of ACL to net loans and leases increased to 1.12% at December 31, 2023, compared with 0.99%. Nonperforming assets increased $2 million, or 14%, from the prior year. Total deposits decreased 9% in 2023.

The Commerce Bank of Washington

The Commerce Bank of Washington is headquartered in Seattle, Washington, and operates in Washington under The Commerce Bank of Washington name and in Portland, Oregon, under The Commerce Bank of Oregon name. The FDIC deposit market share data at June 30, 2023 for TCBW in Washington and Oregon was not meaningful.

TCBW’s income before income taxes decreased $7 million, or 16%, during 2023. The decrease was due to a $3 million increase in noninterest expense, a $3 million decrease in net interest income, and a $1 million increase in the provision for credit losses. The loan portfolio decreased $14 million during 2023, including a decrease of $83 million in commercial loans, partially offset by increases of $68 million and $1 million in CRE and consumer loans, respectively. The ratio of ACL to net loans and leases increased to 0.65% at December 31, 2023, compared with 0.55%. Nonperforming assets increased $8 million from the prior year. Total deposits decreased 23% in 2023.

BALANCE SHEET ANALYSIS

Interest-earning Assets

Interest-earning assets have associated interest rates or yields, and generally consist of loans and leases, securities, and money market investments. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding the average balances, associated revenue generated, and the respective yields of our interest-earning assets, see Schedule 6 on page 35.

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AVERAGE NET LOANS, SECURITIES, AND MONEY MARKET INVESTMENTS

(at December 31)

Investment Securities Portfolio

We invest in securities to actively manage liquidity and interest rate risk and to generate interest income. We primarily own securities that can readily provide us cash and liquidity through secured borrowing agreements without the need to sell the securities. We also manage the duration of our investment securities portfolio to help balance the inherent interest rate mismatch between loans and deposits, and to protect the economic value of shareholders’ equity. At December 31, 2023, the estimated duration of our securities portfolio decreased to 3.6 percent, compared with 4.1 percent at December 31, 2022, primarily due to the addition of fair value hedges of fixed-rate securities during the second quarter of 2023.

For information about our borrowing capacity associated with the investment securities portfolio and how we manage our liquidity risk, refer to the “Liquidity Risk Management” section on page 67. 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.

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Schedule 14

INVESTMENT SECURITIES PORTFOLIO

December 31, 2023December 31, 2022
(In millions)Par ValueAmortized costFair valuePar ValueAmortized costFair value
Held-to-maturity
U.S. Government agencies and corporations:
Agency securities$93$93$87$100$100$93
Agency guaranteed mortgage-backed securities 111,9669,93510,04112,92110,62110,772
Municipal securities354354338404405374
Total held-to-maturity12,41310,38210,46613,42511,12611,239
Available-for-sale
U.S. Treasury securities585585492555557393
U.S. Government agencies and corporations:
Agency securities669663630790782736
Agency guaranteed mortgage-backed securities8,4608,5307,2919,5669,6528,367
Small Business Administration loan-backed securities535571546691740712
Municipal securities1,2691,3851,3181,5711,7321,634
Other debt securities252523757573
Total available-for-sale11,54311,75910,30013,24813,53811,915
Total HTM and AFS investment securities$23,956$22,141$20,766$26,673$24,664$23,154

1 During the fourth quarter of 2022, we transferred approximately $10.7 billion fair value ($13.1 billion amortized cost) of mortgage-backed AFS securities to the HTM category. The transfer of these securities from AFS to HTM at fair value resulted in a discount to the amortized cost basis of the HTM securities equivalent to the $2.4 billion ($1.8 billion after tax) of unrealized losses in AOCI attributable to these securities. The amortization of the unrealized losses will offset the effect of the accretion of the discount created by the transfer. At December 31, 2023, the unamortized discount on the HTM securities totaled approximately $2.1 billion ($1.5 billion after tax).

The amortized cost of total HTM and AFS investment securities decreased $2.5 billion, or 10%, during 2023, primarily due to principal reductions. Approximately 7.0% and 8.0% of the total HTM and AFS investment securities were floating-rate instruments at December 31, 2023 and 2022, respectively. Additionally, at December 31, 2023, we had a total of $3.6 billion of pay-fixed swaps held as fair value hedges against fixed-rate AFS securities that effectively convert the fixed interest income to a floating rate on the hedged portion of the securities.

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.

In addition to HTM and AFS securities, we also have a trading securities portfolio, comprised of municipal securities, which totaled $48 million at December 31, 2023. The trading securities portfolio at December 31, 2022 was $465 million and included $71 million of municipal securities and $394 million of money market mutual funds available for customer sweeps. Beginning in the first quarter of 2023, sweep-related balances were included in “Money market investments” on the consolidated balance sheet.

Refer to the “Interest Rate Risk Management” section on page 63, the “Capital Management” section on page 72, and Note 5 of the Notes to Consolidated Financial Statements for more discussion regarding our investment securities portfolio, swaps, and related unrealized gains and losses.

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Municipal Investments and Extensions of Credit

We support our communities by providing products and services to state and local governments (“municipalities”), including deposit services, loans, and investment banking services. 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.

The following schedule summarizes our total investments and extensions of credit to municipalities:

Schedule 15

MUNICIPAL INVESTMENTS AND EXTENSIONS OF CREDIT

December 31,
(In millions)20232022
Loans and leases$4,302$4,361
Held-to-maturity – municipal securities354405
Available-for-sale – municipal securities1,3181,634
Trading account – municipal securities4871
Unfunded lending commitments231406
Total$6,253$6,877

Our municipal loans and securities are primarily associated with municipalities located within our geographic footprint. The municipal loan and lease portfolio is primarily secured by general obligations of municipal entities. Other types of collateral also include real estate, revenue pledges, or equipment. At December 31, 2023, we had no municipal loans on nonaccrual.

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. At December 31, 2023, all municipal securities were graded as Pass. See Notes 5 and 6 of the Notes to Consolidated Financial Statements for additional information about the credit quality of these municipal loans and securities.

Loan and Lease Portfolio

We provide a wide range of lending products to commercial customers, generally small- and medium-sized businesses. We also provide various retail lending products and services to consumers and small businesses. The following schedule presents the composition of our loan and lease portfolio:

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Schedule 16

LOAN AND LEASE PORTFOLIO

December 31, 2023December 31, 2022
(Dollar amounts in millions)Amount% of total loansAmount% of total loans
Commercial:
Commercial and industrial 1$16,68428.9%$16,37729.5%
Leasing3830.73860.7
Owner-occupied9,21916.09,37116.8
Municipal4,3027.44,3617.8
Total commercial30,58853.030,49554.8
Commercial real estate:
Construction and land development2,6694.62,5134.5
Term10,70218.510,22618.4
Total commercial real estate13,37123.112,73922.9
Consumer:
Home equity credit line3,3565.83,3776.1
1-4 family residential8,41514.67,28613.1
Construction and other consumer real estate1,4422.51,1612.1
Bankcard and other revolving plans4740.84710.8
Other1330.21240.2
Total consumer13,82023.912,41922.3
Total loans and leases$57,779100.0%$55,653100.0%

1 Commercial and industrial loan balances include Paycheck Protection Program (“PPP”) loans of $77 million and $197 million for the respective periods presented.

At December 31, 2023 and December 31, 2022, the ratio of loans and leases to total assets was 66% and 62%, respectively. The largest loan category was commercial and industrial loans, which constituted 29% and 30% of our total loan portfolio for the same respective periods.

During 2023, the loan and lease portfolio increased $2.1 billion, or 4%, to $57.8 billion. Consumer loans increased $1.4 billion, primarily in the 1-4 family residential and consumer construction loan portfolios, and commercial real estate loans increased $0.6 billion, primarily in the multi-family and industrial term loan portfolios. Funding of construction lending commitments and a slower pace of loan payoffs contributed to growth in both the consumer and CRE portfolios.

The following schedule presents the contractual maturity distribution of our loan and lease portfolio:

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Schedule 17

LOAN AND LEASE PORTFOLIO BY CONTRACTUAL MATURITY

December 31, 2023
(In millions)One year or lessOne year through five yearsFive years through fifteen yearsOver fifteen yearsTotal
Commercial:
Commercial and industrial$3,332$11,113$2,188$51$16,684
Leasing2726492383
Owner-occupied4191,7955,4611,5449,219
Municipal3066402,4369204,302
Total commercial4,08413,81210,1772,51530,588
Commercial real estate:
Construction and land development1,0891,44288502,669
Term2,4075,7622,39014310,702
Total commercial real estate3,4967,2042,47819313,371
Consumer:
Home equity credit line15703,2803,356
1-4 family residential8321718,2048,415
Construction and other consumer real estate1201,4211,442
Bankcard and other revolving plans320154474
Other178234133
Total consumer34627429512,90513,820
Total loans and leases$7,926$21,290$12,950$15,613$57,779

Our loans and leases have predetermined (fixed) or variable interest rates. The following schedule presents the interest rate composition of our loan and lease portfolio with a contractual maturity date over one year, and does not include the effect of any interest rate swaps associated with the loan portfolio. For more information on our interest rate risk management, see “Interest Rate Risk” on page 63.

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Schedule 18

LOAN AND LEASE PORTFOLIO WITH CONTRACTUAL MATURITIES OVER ONE YEAR BY INTEREST RATE TYPE

December 31, 2023
Loans with contractual maturities over one year
(In millions)Predetermined (fixed) interest ratesVariable interest ratesTotal
Commercial:
Commercial and industrial$2,550$10,802$13,352
Leasing356356
Owner-occupied3,1785,6228,800
Municipal3,2827143,996
Total commercial9,36617,13826,504
Commercial real estate:
Construction and land development501,5301,580
Term1,7746,5218,295
Total commercial real estate1,8248,0519,875
Consumer:
Home equity credit line1963,1593,355
1-4 family residential6097,7988,407
Construction and other consumer real estate1,4421,442
Bankcard and other revolving plans2152154
Other1151116
Total consumer92212,55213,474
Total loans and leases$12,112$37,741$49,853

Other Noninterest-bearing Investments

Other noninterest-bearing investments are equity investments that are held primarily for capital appreciation, dividends, or for certain regulatory requirements. The following schedule summarizes our related investments.

Schedule 19

OTHER NONINTEREST-BEARING INVESTMENTS

December 31,Amount changePercent change
(Dollar amounts in millions)20232022
Bank-owned life insurance$553$546$71%
Federal Home Loan Bank stock79294(215)NM
Federal Reserve stock6568(3)(4)
Farmer Mac stock2419526
SBIC investments1901721810
Other3931826
Total other noninterest-bearing investments$950$1,130$(180)(16)%

Total other noninterest-bearing investments decreased $180 million, or 16%, during 2023, primarily due to a $215 million decrease in FHLB stock. We are required to invest approximately 4% of our FHLB borrowings in FHLB activity stock to maintain our borrowing capacity. The decrease in period-end FHLB activity stock was primarily due to a shift in wholesale funding needs as a result of the increase in interest-bearing deposits and the decrease in interest-earning assets.

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Visa Class B Shares

In 2007, we received 460,153 non-transferable Class B shares of Visa, Inc. in connection with a restructuring and public offering by Visa U.S.A. As a member of Visa U.S.A., we received the Class B shares based on our interest in Visa U.S.A. and did not pay anything to acquire the shares. On September 13, 2023, Visa, Inc. announced its intent to engage with common stockholders on a potential proposal that would result in the release of certain transfer restrictions on a portion of Visa Class B common stock. On January 23, 2024, the proposal was approved by a majority of Class A, B, and C common stockholders, which would provide us the option to convert up to 50% of our Class B shares to freely transferable Visa Class A common shares upon terms and conditions more fully described in the public filings of Visa, Inc. The closing price of a Visa Class A common share was $260.35 at December 31, 2023. In light of uncertainties associated with certain ongoing litigation matters involving Visa and the details of the aforementioned proposal, the ultimate timing and impact of us exercising this option, including any gain contingency, is unknown.

Premises, Equipment, and Software

We are in the final phase of a three-phase project to replace our core loan and deposit banking systems. This final phase includes the replacement of our deposit banking systems through multiple affiliate bank conversions, the first of which was successfully completed in the second quarter of 2023. Our experience with the initial conversion led to enhanced processes, trainings, and product offerings, which resulted in a delay of subsequent planned conversions. We expect to complete the remaining conversions in 2024.

The following schedule summarizes the capitalized costs associated with our core system replacement project, which are depreciated using a useful life of ten years:

Schedule 20

CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT

December 31, 2023
(In millions)Phase 1Phase 2Phase 3Total
Total amount of capitalized costs, less accumulated amortization$21$45$227$293

Deposits

Deposits are our primary funding source. In recent years, we experienced a significant influx of deposits, which was impacted by considerable fiscal and monetary policy decisions. During 2022, with the withdrawal of stimulus by the federal government, our deposits began to decline. This trend accelerated with prominent bank closures during the first quarter of 2023 and abated during the second quarter of 2023. As shown below, total deposits increased 5% during 2023. The following schedule presents the composition of our deposit portfolio:

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Schedule 21

DEPOSIT PORTFOLIO

December 31, 2023December 31, 2022
(Dollar amounts in millions)Amount% of total depositsAmount% of total deposits
Deposits by type
Noninterest-bearing demand$26,24435.0%$35,77749.9%
Interest-bearing:
Savings and money market38,66351.633,47446.7
Time5,6197.51,4842.1
Brokered4,4355.99171.3
Total deposits$74,961100.0%$71,652100.0%
Deposit-related metrics
Estimated amount of insured deposits$41,77756%$33,58947%
Estimated amount of uninsured deposits33,18444%38,06353%
Estimated amount of collateralized deposits 1$3,9795%$2,8614%
Loan-to-deposit ratio77%78%

1 Includes both insured and uninsured deposits.

Total deposits increased $3.3 billion, or 5%, in 2023. Interest-bearing deposits increased $12.8 billion, or 36%, and were partially offset by a decrease of $9.5 billion, or 27%, in noninterest-bearing demand deposits, as customers migrated to interest-bearing products in response to the higher interest rate environment. 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.

At December 31, 2023, customer deposits (excluding brokered deposits) totaled $70.5 billion and included approximately $6.8 billion of reciprocal deposit products, where we distributed our customers’ deposits in a placement network to increase their FDIC insurance, and in return, we received a matching amount of deposits from other network banks.

At December 31, 2023, the total estimated amount of uninsured deposits was $33.2 billion, or 44%, of total deposits, compared with $38.1 billion, or 53%, of total deposits at December 31, 2022, respectively. Our loan-to-deposit ratio was 77%, compared with 78% for the same respective time periods.

See “Liquidity Risk Management” on page 67 for additional information on liquidity, including the ratio of available liquidity to uninsured deposits.

RISK MANAGEMENT

We engage in risk management practices to ensure prudent risk-taking and appropriate oversight. Risk management is an integral part of our operations and an essential determinant of our overall performance as one of our key strategic objectives.

We utilize the three lines of defense approach to risk management with responsibilities for each line of defense defined in our Risk Management Framework. The first line of defense represents units and functions throughout the Bank engaged in activities related to revenue generation, expense reduction, operational support, and technology services. These units and functions are accountable for owning and managing the risks associated with these activities. The second line of defense represents functions responsible for independently assessing and overseeing risk management activities. 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.

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In support of management’s efforts, the Board has established certain committees to oversee our risk management processes. The Audit Committee oversees financial reporting risk, and the ROC oversees the other risk management processes. The ROC meets on a regular basis to monitor and review ERM activities. As required by its charter, the ROC provides oversight for various ERM activities and approves ERM policies and activities as detailed in the ROC charter.

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. 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. 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. 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. 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. Policies include standards for sensitivity and scenario analyses that assess the resilience of the borrower, including the borrower’s ability to service the loan in a rising interest rate environment.

Our credit policies and practices are also designed to help manage potential risks, including those arising from environmental issues. Environmental risk related to our lending practices is primarily covered in our environmental credit policy and by our environmental subject matter experts and management. The extent of environmental due diligence performed by our environmental risk team is based on the risks identified at each property and the loan amount. The extension of credit to certain borrowers, or those connected with certain activities, may be restricted or require escalated approval, by policy, because of various environmental risks.

Our credit risk management function is separate from the lending function and strengthens control over, and the independent evaluation of, credit activities. In addition, we have a well-defined set of standards for evaluating our loan portfolio, and we utilize a comprehensive loan risk-grading system to determine the risk potential in the portfolio.

The internal credit examination department, which is independent of the lending function, periodically conducts examinations of our lending departments and credit activities. These examinations are designed to review credit quality, adequacy of documentation, appropriate loan risk-grading administration, and compliance with credit policies. Credit examinations related to the ACL are reported to both the Audit Committee and the ROC.

Our business activity is conducted primarily within the geographic footprint of our banking affiliates. We strive to avoid the risk of undue concentrations of credit in any particular industry, collateral type, location, or with any individual customer or counterparty. We have adopted and adhere to concentration limits on certain commercial industries, including leveraged lending, municipal lending, oil and gas-related lending, and various types of CRE lending, particularly construction and land development and office lending. Concentration limits are regularly monitored and revised as necessary.

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U.S. Government Agency Guaranteed Loans

We participate in various guaranteed lending programs sponsored by U.S. government agencies, such as the U.S. Small Business Administration (“SBA”), Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2023, $554 million of related loans were guaranteed, primarily by the SBA, and included $77 million of Paycheck Protection Program (“PPP”) loans. The following schedule presents the composition of U.S. government agency guaranteed loans:

Schedule 22

U.S. GOVERNMENT AGENCY GUARANTEED LOANS

(Dollar amounts in millions)December 31, 2023Percent guaranteedDecember 31, 2022Percent guaranteed
Commercial$66480%$75383%
Commercial real estate24792176
Consumer41005100
Total loans$69280%$77983%

Commercial Lending

The following schedule provides information regarding lending exposures to certain industries in our commercial lending portfolio:

Schedule 23

COMMERCIAL LENDING BY INDUSTRY GROUP 1

December 31, 2023December 31, 2022
(Dollar amounts in millions)AmountPercentAmountPercent
Retail trade$2,9959.8%$2,7519.0%
Real estate, rental and leasing2,9469.62,8029.2
Finance and insurance2,9189.52,9929.8
Healthcare and social assistance2,5278.32,3737.8
Public Administration2,2797.52,3667.8
Manufacturing2,1907.22,3877.8
Wholesale trade1,8506.01,8806.2
Transportation and warehousing1,4994.91,4644.8
Utilities 21,4094.61,4184.6
Construction1,3554.41,3554.4
Educational services1,2984.21,3024.3
Hospitality and food services1,1803.91,2384.1
Mining, quarrying, and oil and gas extraction1,1333.71,3494.4
Other Services (except Public Administration)1,0473.41,0413.4
Professional, scientific, and technical services1,0103.39953.3
Other 32,9529.72,7829.1
Total$30,588100.0%$30,495100.0%

1 Industry groups are determined by North American Industry Classification System (“NAICS”) codes.

2 Includes primarily utilities, power, and renewable energy.

3 At December 31, 2023, no other industry group individually exceeded 3.3%.

Commercial Real Estate Loans

At December 31, 2023 and 2022, our CRE loan portfolio totaled $13.4 billion and $12.7 billion, respectively, representing 23% of the total loan portfolio for both periods. The majority of our CRE loans are secured by real estate primarily located within our geographic footprint.

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The following schedule presents the geographic distribution of our CRE loan portfolio based on the location of the primary collateral:

Schedule 24

COMMERCIAL REAL ESTATE LENDING BY COLLATERAL LOCATION

December 31, 2023December 31, 2022
(Dollar amounts in millions)AmountPercentAmountPercent
Arizona$1,72612.9%$1,52111.9%
California3,86528.93,80529.9
Colorado7095.36375.0
Nevada1,0728.09107.1
Texas2,38517.82,13916.8
Utah/Idaho2,21416.62,39718.8
Washington/Oregon1,0047.58997.1
Other3963.04313.4
Total CRE$13,371100.0%$12,739100.0%

Term CRE loans generally mature within a three- to seven-year period and consist of full, partial, and non-recourse guarantee structures. Typical term CRE loan structures include annually tested operating covenants that require loan rebalancing based on minimum debt service coverage, debt yield, or loan-to-value tests. Construction and land development loans generally mature in 18 to 36 months and contain full or partial recourse guarantee structures with one- to five-year extension options or roll-to-perm options that often result in term loans. At December 31, 2023, approximately 83% of our CRE loan portfolio was variable-rate, and approximately 22% of these variable-rate loans were swapped to a fixed rate.

The following schedule provides information regarding lending exposures to certain collateral types in our commercial real estate lending portfolio:

Schedule 25

COMMERCIAL REAL ESTATE LENDING BY COLLATERAL TYPE

December 31, 2023December 31, 2022
(Dollar amounts in millions)AmountPercentAmountPercent
Commercial property
Multi-family$3,70927.7%$3,06824.1%
Industrial3,06222.92,50919.7
Office1,98414.82,28117.9
Retail1,50311.21,52912.0
Hospitality6885.26955.4
Land2111.62762.2
Other 11,68212.61,72813.5
Residential property 2
Single family2872.13402.7
Land900.7750.6
Condo/Townhome370.3130.1
Other 11180.92251.8
Total$13,371100.0%$12,739100.0%

1 Included in the total amount of the “Other” category was approximately $202 million and $301 million of unsecured loans at December 31, 2023 and 2022, respectively.

2 Residential property collateral type consists primarily of loans provided to commercial homebuilders for single-family housing developments, land and lots, and condo/townhome developments.

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Underwriting on commercial properties is primarily based on the economic viability of the project with significant consideration given to the creditworthiness and experience of the sponsor. We generally require that the owner’s equity be injected prior to any advances. Re-margining requirements (required equity infusions upon a decline in value or cash flow of the collateral) are often included in the loan agreement along with guarantees of the sponsor.

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. Consideration is given to the expected market acceptance of the product, location, strength of the developer, and the ability of the developer to stay within budget. Progress inspections by qualified independent inspectors are routinely performed before disbursing loan funds. Advance rates will vary based on the collateral, viability of the project, and the creditworthiness of the sponsor, with exceptions granted on a case-by-case basis.

Real estate appraisals are performed in accordance with regulatory guidelines and are validated independently of the loan officer and the borrower, generally by our internal appraisal review team. In some cases, reports from automated valuation services are used or internal evaluations are performed. A new appraisal or evaluation is required when a loan deteriorates to a certain level of credit weakness.

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.

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. 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.

In the event of default, we pursue any and all available sources of repayment, including from collateral and guarantors. A number of factors are considered when deciding whether to pursue a guarantor, including, but not limited to, the value and liquidity of other sources of repayment (collateral), the financial strength and liquidity of the guarantor, possible statutory limitations, and the overall cost of pursuing a guarantee versus the amount we are likely to recover.

Our CRE portfolio is diversified across geography and collateral type, with the largest concentration in multi-family. We provide additional analysis of our office CRE portfolio below in view of increased investor interest in that collateral type in recent periods.

Office CRE loan portfolio

At December 31, 2023 and December 31, 2022, our office CRE loan portfolio totaled $2.0 billion and $2.3 billion, representing 15% and 18% of the total CRE loan portfolio, respectively. Approximately 26% of the office CRE loan portfolio is scheduled to mature in the next 12 months. The following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics:

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Schedule 26

OFFICE CRE LOAN PORTFOLIO

(Dollar amounts in millions)December 31, 2023December 31, 2022
Office CRE
Construction and land development$191$208
Term1,7932,073
Total office CRE$1,984$2,281
Credit quality metrics
Criticized loan ratio11.9%7.2%
Classified loan ratio8.9%5.8%
Nonaccrual loan ratio2.4%%
Delinquency ratio2.3%1.5%
Ratio of net loan and lease charge-offs0.2%%
Ratio of allowance for credit losses to office CRE loans, at period end3.80%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 typeArizonaCaliforniaColoradoNevadaTexasUtah/ IdahoWash-ingtonOther 1Total
Office CRE
Construction and land development$$64$$2$22$29$74$$191
Term2814129286179488226291,793
Total Office CRE$281$476$92$88$201$517$300$29$1,984
% of total14.2%24.0%4.6%4.4%10.1%26.1%15.1%1.5%100.0%
(Dollar amounts in millions)December 31, 2022
Collateral Location
Loan typeArizonaCaliforniaColoradoNevadaTexasUtah/ IdahoWash-ingtonOther 1Total
Office CRE
Construction and land development$8$79$$2$$18$101$$208
Term2955259799217613195322,073
Total Office CRE$303$604$97$101$217$631$296$32$2,281
% of total13.1%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.

Consumer Loans

We originate first-lien residential home mortgages considered to be of prime quality. We generally hold variable-rate loans in our portfolio and sell “conforming” fixed-rate loans to third parties, including Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, for which we make representations and warranties that the loans meet certain underwriting and collateral documentation standards.

During 2023, consumer loans increased $1.4 billion, primarily in the 1-4 family residential and consumer construction loan portfolios. Increased funding of construction lending commitments contributed to growth in these portfolios, although the rate of growth slowed in the latter half of the year.

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We also originate home equity credit lines (“HECLs”). At December 31, 2023 and December 31, 2022, our HECL portfolio totaled $3.4 billion for both periods. Approximately 39% and 44% of our HECLs are secured by first liens for the same respective time periods.

At December 31, 2023, loans representing less than 1% of the outstanding balance in the HECL portfolio were estimated to have combined loan-to-value (“CLTV”) ratios above 100%. An estimated CLTV ratio is the ratio of our loan plus any prior lien amounts divided by the estimated current collateral value. At origination, underwriting standards for the HECL portfolio generally include a maximum 80% CLTV with a Fair Isaac Corporation (“FICO”) credit score greater than 700.

Approximately 90% of our HECL portfolio is still in the draw period, and about 18% of those loans are scheduled to begin amortizing within the next five years. We believe the risk of loss and borrower default in the event of a loan becoming fully amortizing and the effect of significant interest rate changes is low, given the rate shock analysis performed at origination. 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.

Nonperforming Assets

Nonperforming assets include nonaccrual loans and other real estate owned (“OREO”) or foreclosed properties. The following schedule presents our nonperforming assets:

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Schedule 28

NONPERFORMING ASSETS

(Dollar amounts in millions)December 31,
20232022
Nonaccrual loans:
Loans held for sale$$
Commercial:
Commercial and industrial8263
Leasing2
Owner-occupied2024
Municipal
Commercial real estate:
Construction and land development22
Term3914
Consumer:
Real estate5748
Other
Nonaccrual loans222149
Other real estate owned 1:
Commercial:
Commercial properties4
Developed land
Land2
Residential:
1-4 family
Other real estate owned6
Total nonperforming assets$228$149
Accruing loans past due 90 days or more:
Commercial:$2$5
Commercial real estate
Consumer11
Total$3$6
Ratio of nonaccrual loans to net loans and leases 20.38%0.27%
Ratio of nonperforming assets to net loans and leases2 and other real estate owned0.39%0.27%
Ratio of accruing loans past due 90 days or more to net loans and leases 20.01%0.01%

1 Does not include banking premises held for sale.

2 Includes loans held for sale.

Nonperforming assets as a percentage of loans and leases and OREO increased to 0.39% at December 31, 2023, compared with 0.27% at December 31, 2022. Total nonaccrual loans increased $73 million, or 49%, during 2023, primarily due to one commercial and industrial loan totaling $31 million, and two suburban office commercial real estate loans totaling $46 million. See Note 6 of the Notes to Consolidated Financial Statements for more information on nonaccrual loans.

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Loan Modifications

Loans may be modified in the normal course of business for competitive reasons or to strengthen our collateral position. Loan modifications may also occur when the borrower experiences financial difficulty and needs temporary or permanent relief from the original contractual terms of the loan.

On January 1, 2023, we adopted Accounting Standards Update (“ASU”) 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminated the recognition and measurement of troubled debt restructurings (“TDRs”) and their related disclosures. ASU 2022-02 requires enhanced disclosures for loan modifications to borrowers experiencing financial difficulty. During 2023, loans that have been modified to accommodate a borrower experiencing financial difficulties totaled $264 million.

If a modified loan is on nonaccrual and performs for at least six months according to the modified terms, and an analysis of the customer’s financial condition indicates that we are reasonably assured of repayment of the modified principal and interest, the loan may be returned to accrual status. The borrower’s payment performance prior to and following the modification is taken into account to determine whether a loan should be returned to accrual status.

Schedule 29

ACCRUING AND NONACCRUING MODIFIED LOANS TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY

(In millions)December 31, 2023
Modified loans – accruing$247
Modified loans – nonaccruing17
Total$264

For additional information regarding loan modifications to borrowers experiencing financial difficulty, including information related to TDRs prior to our adoption of ASU 2022-02, see Note 6 of the Notes to Consolidated Financial Statements.

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.

The RULC is a reserve for potential losses associated with off-balance sheet commitments and is included in “Other liabilities” on the consolidated balance sheet. Any related increases or decreases in the reserve are included in “Provision for unfunded lending commitments” on the consolidated statement of income.

The following schedules present the changes in, and allocation of, the ACL:

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Schedule 30

CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES

Year Ended December 31,
(Dollar amounts in millions)202320222021
Loans and leases outstanding,$57,779$55,653$50,851
Average loans and leases outstanding:
Commercial30,51929,22529,580
Commercial real estate13,02312,25112,136
Consumer13,19811,12210,267
Total average loans and leases outstanding$56,740$52,598$51,983
Allowance for loan and lease losses:
Balance at beginning of year 1, 2$572$513$777
Provision for loan losses148101(258)
Charge-offs:
Commercial457235
Commercial real estate3
Consumer141013
Total628248
Recoveries:
Commercial203229
Commercial real estate3
Consumer61110
Total264342
Net loan and lease charge-offs36396
Balance at end of year$684$575$513
Reserve for unfunded lending commitments:
Balance at beginning of year 1, 2$61$40$58
Provision for unfunded lending commitments(16)21(18)
Balance at end of year$45$61$40
Total allowance for credit losses:
Allowance for loan and lease losses$684$575$513
Reserve for unfunded lending commitments456140
Total allowance for credit losses$729$636$553
Ratio of allowance for credit losses to net loans and leases1.26%1.14%1.09%
Ratio of allowance for credit losses to nonaccrual loans328%427%204%
Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more324%410%198%
Ratio of total net charge-offs to average total loans and leases0.06%0.07%0.01%
Ratio of commercial net charge-offs to average commercial loans0.08%0.14%0.02%
Ratio of commercial real estate net charge-offs to average commercial real estate loans0.02%%(0.02)%
Ratio of consumer net charge-offs to average consumer loans0.06%(0.01)%0.03%

1 Beginning balances at January 1, 2020 for the allowance for loan and lease losses and reserve for unfunded lending commitments do not agree to their respective ending balances at December 31, 2019 because of the adoption of the CECL accounting standard.

2 The beginning balance at January 1, 2023 for the allowance for loan and lease losses and reserve for unfunded lending commitments do not agree to the ending balance at December 31, 2022 because of the adoption of the new accounting standard related to loan modifications to borrowers experiencing financial difficulties.

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Schedule 31

ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

December 31,
202320222021
(Dollar amounts in millions)% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL
Loan segment
Commercial53.0%$32154.8%$31655.9%$330
Commercial real estate23.125822.918924.0118
Consumer23.915022.313120.1105
Total100.0%$729100.0%$636100.0%$553

The total ACL increased to $729 million in 2023, from $636 million in 2022. The increase in the ACL reflects incremental reserves associated with portfolio-specific risks including commercial real estate, as well as deterioration in economic forecasts. Due to the adoption of the current expected credit loss (“CECL”) standard in 2020, the ACL is not comparable to periods presented prior to that period.

See Note 6 of the Notes to Consolidated Financial Statements for additional information related to the ACL and credit trends experienced in each portfolio segment.

Interest Rate and Market Risk Management

Interest rate risk is the potential for reduced net interest income and other rate-sensitive income resulting from adverse changes in the level of interest rates. Market risk is the potential for loss arising from adverse changes in the fair value of fixed-income securities, equity securities, other earning assets, and derivative financial instruments as a result of changes in interest rates or other factors. Because we engage in transactions involving various financial products, we are exposed to both interest rate risk and market risk.

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. 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”). With a higher interest rate environment and the prominent bank closures during the first half of 2023, customer deposit behavior deviated from the trend of relatively low interest rates over the prior 15 years. As a result, customers have been more inclined to (1) move deposits to nonbanking products, such as money market mutual funds, that offer higher interest rates, (2) reduce their balances in noninterest-bearing accounts, or (3) move deposits to other banks deemed “too big to fail,” or those banks having a perceived lower risk of failure. These recently observed changes in deposit behavior caused us to redevelop our deposit models used in managing interest rate risk, giving more weight to recently observed behavior. These model redevelopments increased the deposit beta for interest-bearing products and increased the percentage of noninterest-bearing deposits that migrate to interest-bearing products. Changes to models are independently reviewed by our Model Risk Management function. Management believes these redeveloped deposit models are more likely to reflect future behavior of deposits, and therefore we manage our interest rate risk exposure on that basis.

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We generally have granular deposit funding, and much of this funding has an indeterminable life with no maturity, and can be withdrawn at any time. Because most deposits come from household and business accounts, their duration is generally longer than the duration of our loan portfolio. As such, we are naturally “asset-sensitive” — meaning that our assets are expected to reprice faster or more significantly than our liabilities. 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. As interest rates rise, we expect some customers to move balances from demand deposits to interest-bearing accounts such as money market, savings, or certificates of deposit. Our models are particularly sensitive to the assumption about the rate of such migration.

We also assume a correlation, referred to as a “deposit beta,” with respect to interest-bearing deposits, wherein the rates paid to customers change at a different pace when compared with changes in average benchmark interest rates. Generally, certificates of deposit are assumed to have a high correlation, while interest-bearing checking accounts are assumed to have a lower correlation. The following schedule presents deposit duration assumptions discussed previously:

Schedule 32

DEPOSIT ASSUMPTIONS

December 31, 2023December 31, 2022
ProductEffective duration (unchanged)Effective duration (+200 bps)Effective duration (unchanged)Effective duration (+200 bps)
Demand deposits3.5%3.2%3.6%3.5%
Money market1.5%1.4%2.3%2.0%
Savings and interest-bearing checking2.2%1.9%3.1%2.8%

The effective duration of the deposits has shortened considerably due to faster deposit repricing.

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. Fair value hedges of assets include $2.5 billion in notional of hedges of AFS securities designated under the portfolio layer method that were added during the second quarter of 2023. See Note 7 of the Notes to Consolidated Financial Statements for additional information regarding the impact of these hedging relationships on interest income and expense.

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Schedule 33

DERIVATIVES DESIGNATED IN QUALIFYING HEDGING RELATIONSHIPS

2024202520262027
(Dollar amounts in millions)First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Cash flow hedges
Cash flow hedges of assets 1
Average outstanding notional$1,017$683$350$350$350$350$350$300$108$100
Weighted-average fixed-rate received2.50%2.55%2.34%2.34%2.34%2.34%2.34%2.13%1.65%1.65%
Cash flow hedges of liabilities 2
Average outstanding notional$500$500$500$500$500$500$$$$
Weighted-average fixed-rate paid3.67%3.67%3.67%3.67%3.67%3.67%%%%%
2024202520262027202820292030203120322033
Fair value hedges
Fair value hedges of assets 3
Average outstanding notional$4,444$4,558$4,562$4,558$2,428$1,049$1,044$1,037$1,001$973
Weighted-average fixed-rate paid3.24%3.21%3.21%3.21%2.47%1.84%1.83%1.83%1.83%1.82%

1 Cash flow hedges of assets consist of receive-fixed swaps hedging pools of floating-rate loans. The longest dated cash flow hedge matures in February 2027. Amounts for 2027 have not been prorated to reflect this hedge maturing during the period.

2 Cash flow hedges of liabilities consists of a pay-fixed swaps hedging rolling FHLB advances. 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.

At December 31, 2023, we had receive-fixed interest rate swaps with an aggregate notional amount of $1.5 billion designated as cash flow hedges of the variability of interest receipts on floating-rate commercial loans. During 2023, we terminated receive-fixed swaps with an aggregate notional amount of $5.0 billion. 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.

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

2024202520262027
(Dollar amounts in millions)First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth 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. Both EaR and EVE are based on a static balance sheet size under parallel interest rate changes ranging from -100 bps to +300 bps. These measures highlight the sensitivity to changes in interest rates across various scenarios; the outcomes are not intended to be forecasts of expected net interest income.

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Schedule 35

INCOME SIMULATION – CHANGE IN NET INTEREST INCOME AND CHANGE IN ECONOMIC VALUE OF EQUITY

December 31, 2023December 31, 2022
Parallel shift in rates (in bps)Parallel shift in rates (in bps)
Repricing scenario-1000+100+200+300-1000+100+200+300
Earnings at Risk(EaR)(2.5)%%2.4%4.9%7.4%(2.4)%%2.4%4.8%7.1%
Economic Value of Equity(EVE)2.8%%(1.4)%(3.3)%(5.2)%2.0%%(1.1)%(2.3)%(3.7)%

The asset sensitivity, as measured by EaR, increased slightly during 2023, primarily due to an increase in pay-fixed interest rate swap notional, partially offset by deposit migration from low beta products (e.g., checking accounts) to high beta products (e.g., money market accounts). Under our current deposit assumptions, interest rate risk remains within policy limits. For interest-bearing deposits with indeterminable maturities, the weighted average modeled beta is 53%.

Prepayment assumptions are an important factor in how we manage interest rate risk. Certain assets in our portfolio, such as 1-4 family residential mortgages and mortgage-backed securities, can be prepaid at any time by the borrower, which may significantly affect our expected cash flows. At December 31, 2023, lifetime prepayment speeds on loans and mortgage-backed securities were estimated to be 8.7% and 6.1%, respectively.

The EaR analysis focuses on parallel rate shocks across the term structure of benchmark interest rates. In a non-parallel rate scenario where shorter-term rates increase slightly, but the ten-year rate increases by 200 bps, the increase in EaR would be approximately 50 percent larger than the change associated with the parallel +200 bps rate change.

EaR has inherent limitations in describing expected changes in net interest income in rapidly changing interest rate environments due to a lag in asset and liability repricing behavior. As such, we expect net interest income to change due to “latent” and “emergent” interest rate sensitivity. Unlike EaR, which measures net interest income over 12 months, latent and emergent interest rate sensitivity explains changes in current quarter net interest income, compared with expected net interest income in the same quarter one year forward.

Latent interest rate sensitivity refers to future changes in net interest income based upon past rate movements that have yet to be fully recognized in revenue, but will be recognized over the near term. We expect latent sensitivity to increase net interest income by approximately 1% at December 31, 2024, compared with December 31, 2023.

Emergent interest rate sensitivity refers to future changes in net interest income based upon future interest rate movements and is measured from the latent level of net interest income. If interest rates rise consistent with the forward curve at December 31, 2023, we expect emergent sensitivity to increase net interest income by approximately 1% from the latent sensitivity level, for a cumulative 2% increase in net interest income.

Our focus on business banking also plays a significant role in determining the nature of our asset-liability management posture. At December 31, 2023, $26.3 billion of our commercial lending and CRE loan balances were scheduled to reprice in the next six months. For these variable-rate loans, we have executed $1.5 billion of cash flow hedges by receiving fixed rates on interest rate swaps. At December 31, 2023, we also had $3.7 billion of variable-rate consumer loans scheduled to reprice in the next six months. The impact on asset sensitivity from commercial or consumer loans with floors has become insignificant as rates have risen. See Notes 3 and 7 of the Notes to Consolidated Financial Statements for additional information regarding derivative instruments.

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LIBOR Transition

The London Interbank Offered Rate (“LIBOR”) was phased out globally, and banks migrated to alternative reference rates by June 30, 2023. We implemented processes, procedures, and systems to mitigate contract risk. We believe we have remediated our LIBOR exposure through fallback language, replacement indices, and reliance upon the provisions under the LIBOR Act.

Market Risk — Fixed Income

We are exposed to market risk through changes in fair value. This includes market risk for trading securities and for interest rate swaps used to hedge interest rate risk. We underwrite municipal and corporate securities. We also trade municipal, agency, and treasury securities. This underwriting and trading activity exposes us to a risk of loss arising from adverse changes in the prices of these fixed-income securities.

Changes in the fair value of AFS securities and in interest rate swaps that qualify as cash flow hedges are included in AOCI for each financial reporting period. During 2023, the $66 million after-tax decrease in AOCI loss related to investment securities was driven largely by paydowns on the AFS securities. For more discussion regarding investment securities and AOCI, see the “Capital Management” section on page 72. See also Note 5 of the Notes to Consolidated Financial Statements for further information regarding the accounting for investment securities.

Market Risk — Equity Investments

Through our equity investment activities, we own equity securities that are publicly traded. In addition, we own equity securities in governmental entities and companies, e.g., FRB and the FHLB, that are not publicly traded. Equity investments may be accounted for at cost less impairment and adjusted for observable price changes, fair value, the equity method, or proportional or full consolidation methods of accounting, depending on our ownership position and degree of influence over the investees’ business. Regardless of the accounting method, the values of our investments are subject to fluctuation. Because the fair value of these securities may fall below the cost at which we acquired them, we are exposed to the possibility of loss. Equity investments in private and public companies are evaluated, monitored, and approved by members of management in our Equity Investments Committee and Securities Valuation Committee.

We hold both direct and indirect investments in predominantly pre-public companies, primarily through various SBIC venture capital funds as a strategy to provide beneficial financing, growth, and expansion opportunities to diverse businesses generally in communities within our geographic footprint. Our equity exposure to these investments was approximately $190 million and $172 million at December 31, 2023 and December 31, 2022, respectively. On occasion, some of the companies within our SBIC portfolio may issue an initial public offering (“IPO”). In this case, the fund is generally subject to a lockout period before we can liquidate the investment, which can introduce additional market risk. See Note 3 of the Notes to Consolidated Financial Statements for additional information regarding the valuation of our SBIC investments.

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. Sources of liquidity include deposits, borrowings, and equity. Our investment securities are primarily held as a source of contingent liquidity. We generally own securities that can readily provide us with cash and liquidity through secured borrowing agreements with securities pledged as collateral.

Our Treasury group manages our liquidity and funding, with oversight by ALCO. The Treasurer is responsible for recommending changes to existing funding plans and our policies related to liquidity and funding. These recommendations are submitted for approval to ALCO, and changes to the policies are also approved by the ERMC and the Board. We maintain and regularly test a contingency funding plan to identify sources and uses of liquidity. Our Board-approved liquidity policy requires us to monitor and maintain adequate liquidity, diversify funding positions, and anticipate future funding needs. In accordance with this policy, we monitor our liquidity positions by

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conducting various stress tests and evaluating certain liquid asset measurements, such as a 30-day liquidity coverage ratio.

We perform regular liquidity stress tests and assess our portfolio of highly liquid assets (sufficient to cover 30-day funding needs under stress scenarios). These stress tests include projections of funding maturities, uses of funds, and assumptions of deposit runoff. The assumptions consider the size of deposit account, operational nature of deposits, type of depositor, and concentrations of funding sources including large depositors and aggregate levels of uncollateralized deposits exceeding insured levels. Concentrated funding sources are given large runoff factors up to 100% in projecting stressed funding needs. Our liquidity stress testing considers multiple timeframes ranging from overnight to 12 months. Our liquidity policy requires us to maintain sufficient on-balance sheet liquidity in the form of FRB reserve balance and other highly liquid assets to meet stressed outflow assumptions.

We have a dedicated funding desk that monitors real-time inflows and outflows of our FRB account, and we have tools, including ready access to repo markets and FHLB advances, to manage intraday liquidity. FHLB borrowings are “open-term,” allowing us the ability to retain or return funds based on our liquidity needs. We pledge a large portion of our highly liquid investment securities portfolio through the General Collateral Funding (“GCF”) repo program. Through this program, high-quality collateral is pledged, and program participants exchange funds anonymously, which allows for near instant access to funding during market hours.

Additionally, we have pledged collateral to the FRB’s primary credit facility (or discount window) and the Bank Term Funding Program (“BTFP”), which provide additional contingent funding sources outside the normal operating hours of the FHLB and the GCF program. The BTFP offers loans of up to one year in length to eligible depository institutions pledging U.S. Treasuries, agency debt and government mortgage-backed securities, and other qualifying assets as collateral. Unlike other funding sources, borrowing capacity under the BTFP is based on the par value, not the fair value, of collateral. Advances can be requested under the program through mid-March 2024.

During 2023, the primary sources of cash came from an increase in deposits, a decrease in investment securities, and net decrease in money market investments. Uses of cash during the same period primarily included a decrease in short-term borrowings, an increase in loans and leases, and dividends paid on common and preferred stock. Cash payments for interest reflected in operating expenses were $1.4 billion and $160 million during 2023 and 2022, respectively.

The FHLB and FRB have been, and continue to be, a significant source of back-up liquidity and funding. We are a member of the FHLB of Des Moines, which allows member banks to borrow against eligible loans and securities to satisfy liquidity and funding requirements. We are required to invest in FHLB and FRB stock to maintain our borrowing capacity. At December 31, 2023, our total investment in FHLB and FRB stock was $79 million and $65 million, respectively, compared with $294 million and $68 million at December 31, 2022. Average FHLB activity stock holdings in 2023 was $179 million, compared with $61 million in 2022, which contributed to the increase in dividends on FHLB activity stock during the year.

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, 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. For the same time periods, these pledges included $9.5 billion and $8.3 billion for available use through the GCF repo program, $5.5 billion and $1.0 billion to the FRB, and $5.5 billion and $4.2 billion to secure collateralized public and trust deposits, advances, and for other purposes.

A large portion of these pledged assets are unencumbered, but are pledged to provide immediate access to contingency sources of funds. The following schedule presents our total available liquidity including unused collateralized borrowing capacity:

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Schedule 36

AVAILABLE LIQUIDITY

December 31, 2023December 31, 2022
(Dollar amounts in billions)FHLBFRBGCFBTFPTotalFHLBFRBGCFBTFPTotal
Total borrowing capacity$16.6$9.8$9.6$5.8$41.8$16.6$4.0$8.4$$29.0
Borrowings outstanding1.61.83.47.22.79.9
Remaining capacity, at period end$15.0$9.8$7.8$5.8$38.4$9.4$4.0$5.7$$19.1
Cash and due from banks0.70.7
Interest-bearing deposits 11.51.3
Total available liquidity$40.6$21.1
Ratio of available liquidity to uninsured deposits122%56%

1 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. 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.

The following schedule presents our credit ratings:

Schedule 37

CREDIT RATINGS

as of January 31, 2024:
Rating agencyOutlookLong-term issuer/senior debt ratingSubordinated debt ratingShort-term debt rating
KrollStableA-BBB+K2
S&PNegativeBBB+BBBNR
FitchStableBBB+BBBF2
Moody’sStableBaa2NRP2

Uncertainties in the banking industry during 2023 resulted in ratings pressure for a number of banks, including Zions. As a result, the credit rating agencies took the following actions related to our issuer, debt, and deposit ratings:

•In April 2023, Moody’s downgraded our long-term issuer rating to Baa2 from Baa1, our short-term debt rating to P2 from P1, and changed their outlook on our long-term deposit and issuer ratings to “Stable” from “Ratings under review.”

•In May 2023, S&P changed their outlook on our long-term deposit and issuer ratings to “Negative” from “Stable.”

•In October 2023, Fitch downgraded our short-term debt rating to F2 from F1.

•In November 2023, Kroll changed their outlook on our long-term deposit and issuer ratings to “Stable” from “Positive.”

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We may, from time to time, issue additional preferred stock, senior or subordinated notes, or other forms of capital or debt instruments, depending on our capital, funding, asset-liability management, or other needs as market conditions warrant. These additional issuances may be subject to required regulatory approvals. We believe that our sources of available liquidity are adequate to meet all reasonably foreseeable short- and intermediate-term demands.

For more information about a recent regulatory proposal that would expand long-term debt requirements and impact our sources of available liquidity, see “Recent Regulatory Developments” on page 8 in Supervision and Regulation.

Contractual Obligations

The following schedule summarizes our contractual obligations at December 31, 2023:

Schedule 38

CONTRACTUAL OBLIGATIONS

(In millions)One year or lessOver one year through three yearsOver three years through five yearsOver five yearsIndeterminable maturity 1Total
Deposits$9,798$155$42$1$64,965$74,961
Unfunded lending commitments7,9958,3723,5129,06128,940
Standby letters of credit:
Financial548548
Performance206206
Commercial letters of credit2222
Mortgage-backed security purchase agreements 26666
Commitments to make venture and other noninterest-bearing investments 36262
Federal funds and other short-term borrowings4,3794,379
Long-term debt 488500588
Operating leases42674083232
Total contractual obligations$22,990$8,594$3,682$9,711$65,027$110,004

1 Indeterminable maturity deposits include noninterest-bearing demand, savings, and money market deposits.

2 Represents agreements with Farmer Mac to purchase securities backed by certain agricultural mortgage loans.

3 Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. 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. These include software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supplies purchasing, and other goods and services used in the operation of our business. Some of these contracts are renewable or cancellable annually or in shorter time intervals. To secure favorable pricing concessions, we may also commit to contracts that may extend several years.

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. 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. ERM assists employees, management, and the Board with assessing, measuring, managing, and monitoring this risk in accordance with our

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Risk Management Framework. For example, we have documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and the FDICIA.

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. Reconciliation procedures have been established to ensure that data processing systems consistently and accurately capture critical data. In addition, the Data Governance department provides additional oversight of data integrity and data availability. Further, we maintain disaster recovery and business continuity plans for operational support in the event of natural or other disasters. We also mitigate certain operational risks through the purchase of insurance, including errors and omissions and professional liability insurance.

We continually strive to improve our operational risk management, including enhancement of risk identification, risk and control self-assessments, business process mappings, regular tests of controls, and anti-fraud measures, which are reported on a regular basis to enterprise management committees. Key measures have been established in line with our Risk Management Framework to increase oversight by ERM and Operational Risk Management through the strengthening of new initiative reviews and enhancements to enterprise supply chain and vendor risk management. We also continue to review and enhance our Enterprise Business Continuity and Enterprise Security programs.

Significant enhancements have also been made to governance, technology, and reporting, including the establishment of Policy and Committee Governance programs; the implementation of a governance, risk, and control system to manage and integrate business processes, risks, controls, assessments, and control testing; and the creation of an Enterprise Risk Profile. In addition, our Enterprise Exam Management department has standardized our response and reporting, and increased our effectiveness and efficiencies with regulatory examination, communications, and issues management.

Technology Risk Management

Technology risk is the risk of adverse impact to business operations and customers due to reduced or denied availability or inadequate value delivery related to technology-related applications, infrastructure, strategy, or processes. 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. 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. 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.

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. ETO management regularly participates in enterprise architecture review boards and technology risk committees to assess ongoing objectives related to enterprise standards compliance and strategic alignment, end-of-life, audit, risk and compliance issue management, and asset management. Thresholds are defined to escalate associated risks to the attention of the ERMC and ROC committees as appropriate.

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Cybersecurity Risk Management

Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity, and availability of data owned, stored, or processed by the Bank. For information about how we manage cybersecurity risk, see Part I, Item 1C. Cybersecurity on page 24.

Capital Management

The Board is responsible for approving key policies associated with capital management. 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. Other major CMC responsibilities include:

•Setting overall capital targets within the Board-approved Capital Policy, monitoring performance compared with our Capital Policy limits, and recommending changes to capital including dividends, common stock issuances and repurchases, subordinated debt, and changes in major strategies to maintain ourselves at well-capitalized levels;

•Maintaining an adequate capital cushion to withstand adverse stress events while continuing to meet the borrowing needs of our customers, and to provide reasonable assurance of continued access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders; and

•Reviewing our credit agency ratings.

A strong capital position is vital to the achievement of our key corporate objectives, our continued profitability, and to promoting depositor and investor confidence. 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 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 FRB. The timing and amount of capital actions are subject to various factors, including our financial performance, business needs, prevailing and anticipated economic conditions, and the results of our internal stress testing, as well as Board and OCC approval. Shares may be repurchased occasionally in the open market or through privately negotiated transactions.

Schedule 39

SHAREHOLDERS’ EQUITY

(Dollar amounts in millions)December 31, 2023December 31, 2022Amount changePercent change
Shareholders’ equity:
Preferred stock$440$440$%
Common stock and additional paid-in capital1,7311,754(23)(1)
Retained earnings6,2125,8114017
Accumulated other comprehensive income(2,692)(3,112)42013
Total shareholders’ equity$5,691$4,893$79816%

Total shareholders’ equity increased $798 million, or 16% to $5.7 billion at December 31, 2023, compared with $4.9 billion at December 31, 2022. Common stock and additional paid-in capital decreased $23 million. During the first quarter of 2023, we repurchased 0.9 million common shares outstanding for $50 million. As the macroeconomic environment remained uncertain, we suspended our share repurchase program and did not repurchase common shares during the second, third, or fourth quarters of 2023. During 2022, we repurchased 3.6 million common shares outstanding for $200 million.

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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.

The AOCI loss was $2.7 billion at December 31, 2023, and primarily reflects declines in the fair value of fixed-rate available-for-sale securities as a result of changes in interest rates. When compared to the prior year end, AOCI improved $420 million during 2023, driven largely by $208 million in unrealized loss amortization associated with the securities transferred from AFS to HTM during the fourth quarter of 2022, and $66 million primarily related to paydowns on AFS securities. AOCI was also impacted by a $145 million increase in unrealized gains and other adjustments associated with derivative instruments used for risk management purposes. Absent any sales or credit impairment of the AFS securities, the unrealized losses will not be recognized in earnings. We do not intend to sell any securities with unrealized losses. Although changes in AOCI are reflected in shareholders’ equity, they are excluded from regulatory capital, and therefore do not impact our regulatory ratios.

Bank regulators recently issued a proposal to implement Basel III Endgame, which would significantly revise certain capital requirements, such as the inclusion of unrealized gains and losses on AFS debt securities in regulatory capital, and would potentially impact our current and future capital planning, including share repurchase activity. For more information about the regulatory proposals, see “Recent Regulatory Developments” in Supervision and Regulation on page 8. For more discussion on our investment securities portfolio and related unrealized gains and losses, see Note 5 of the Notes to Consolidated Financial Statements.

Schedule 40

CAPITAL DISTRIBUTIONS

(In millions, except share data)20232022
Capital distributions:
Preferred dividends paid$32$29
Total capital distributed to preferred shareholders3229
Common dividends paid245240
Bank common stock repurchased 151202
Total capital distributed to common shareholders296442
Total capital distributed to preferred and common shareholders$328$471
Weighted average diluted common shares outstanding (in thousands)147,756150,271
Common shares outstanding, at year-end (in thousands)148,153148,664

1 Includes amounts related to the common shares acquired from our publicly announced plans and those acquired in connection with our stock compensation plan. Shares were acquired from employees to pay for their payroll taxes and stock option exercise cost upon the exercise of stock options.

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. 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. 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. 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. See the “Supervision and Regulation” section on

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page 7 and Note 15 of the Notes to Consolidated Financial Statements for more information about Basel III capital requirements. 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, 2023December 31, 2022December 31, 2021
Basel III risk-based capital amounts:
Common equity Tier 1 capital$6,863$6,481$6,068
Tier 1 risk-based7,3036,9216,508
Total risk-based8,5538,0777,652
Risk-weighted assets66,93466,11159,604
Basel III risk-based capital ratios:
Common equity Tier 1 capital10.3%9.8%10.2%
Tier 1 risk-based10.9%10.5%10.9%
Total risk-based12.8%12.2%12.8%
Tier 1 leverage8.3%7.7%7.2%
Other ratios:
Average equity to average assets6.0%6.6%9.0%
Return on average common equity13.4%16.0%14.9%
Return on average tangible common equity 117.3%19.8%17.3%
Tangible equity ratio 15.4%4.3%7.0%
Tangible common equity ratio 14.9%3.8%6.5%

1 See “Non-GAAP Financial Measures” on page 77 for more information regarding these ratios.

During the latter half of 2023, federal bank regulators issued certain proposals applicable to large banking organizations that would significantly revise the capital requirements, expand long-term debt requirements, and revise requirements for resolution planning. For more information about these regulatory proposals, see “Recent Regulatory Developments” in Supervision and Regulation on page 8.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Note 1 of the Notes to Consolidated Financial Statements contains a summary of our significant accounting policies. Certain accounting policies that we consider critical are described below because their related balances and estimates are significant to the financial statements. 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. 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. The sensitivities in these schedules and examples are hypothetical and should be viewed with caution. Changes in estimates are based on variations in assumptions and are not subject to simple extrapolation, as the relationship of the change in the assumption to the change in the amount of the estimate may not be linear. In addition, the effect of a variation in one assumption is likely to cause changes in other assumptions, which could potentially magnify or counteract the sensitivities.

Allowance for Credit Losses

The ACL includes the ALLL and the RULC and 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. The ACL for our AFS and HTM debt securities portfolio is estimated separately from loans and is not presented separately on the

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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 may change significantly each period because the ACL is subject to economic forecasts that may change materially from period to period. We believe that our methodology for determining an appropriate level for the ACL adequately addresses the various components that could potentially result in credit losses. Any unfavorable differences between the actual outcome of credit-related events and our estimates could require an additional provision for credit losses.

The ACL is calculated based on quantitative models and management’s qualitative judgment based on many factors over the life of loan. The primary assumptions of the quantitative model are the economic forecast, the length of the reasonable and supportable forecast period, the length of the reversion period, prepayment rates, and the credit quality of the portfolio. The quantitative ACL estimate is based on losses under multiple economic scenarios that reflect optimistic, baseline, and stressed economic conditions. Management uses qualitative judgment to adjust scenario weights to more closely reflect management’s assessments of current conditions and reasonable and supportable forecasts.

If the ACL was evaluated on the baseline economic scenario rather than weighting multiple scenarios, the quantitatively determined amount of the ACL at December 31, 2023 would decrease by approximately $138 million. 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. These sensitivity analyses are hypothetical and have been provided only to indicate the potential impact that changes in economic forecasts and changes in risk-grades may have on the ACL estimate. See Note 6 of the Notes to Consolidated Financial Statements for more information on the processes and methodologies used to estimate the ACL.

Fair Value Estimates

We measure certain assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. 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.

When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques use assumptions that market participants would consider in pricing the asset or the liability.

The selection and weighting of the various fair value techniques may result in a fair value higher or lower than the carrying value of the item being valued. Considerable judgment may be involved in determining the amount that is most representative of fair value.

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. In certain cases, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about the assumptions that we believe market participants would consider in estimating the fair value of financial instruments. The models used to estimate fair value are regularly evaluated by management for relevance under current facts and circumstances. Changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable.

Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary measure of accounting. Fair value is used on a nonrecurring basis for certain assets or liabilities to determine any impairment or for disclosure purposes.

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AFS securities are valued using several methodologies, which depend on the nature of the security, availability of current market information, and other factors. AFS securities in an unrealized loss position are formally reviewed on a quarterly basis for the presence of credit impairment. If we have the intent to sell an identified security, or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, we first recognize an identified impairment. If we do not have the intent to sell a security, and it is more likely than not that we will not be required to sell a security prior to recovery of its amortized cost basis, then we determine whether there is any impairment attributable to credit-related factors. Credit-related impairment is recognized as an allowance. Full or partial write-offs of an AFS security are recorded in the period in which the security is deemed to be uncollectible.

While certain assets and liabilities are measured at fair value, such as our AFS securities, the majority of our assets and liabilities are not adjusted for changes in fair value. This asymmetrical accounting creates volatility in AOCI and equity.

Notes 1, 3, 5, 7, and 10 of the Notes to Consolidated Financial Statements and the “Investment Securities Portfolio” on page 46 contain further information regarding the use of fair value estimates.

Goodwill

Goodwill is recorded at fair value in the financial statements of a reporting unit at the time of its acquisition and is subsequently evaluated at least annually for impairment.

We perform an evaluation during the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value exceeds fair value. We may elect to perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount is more likely than not to exceed its fair value, additional quantitative analysis is performed to determine the amount of goodwill impairment. If the fair value is less than the carrying value, an impairment is recorded for the difference. Goodwill impairment does not impact our regulatory capital ratios or tangible common equity ratio.

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.

Critical assumptions used as part of these methods include:

•Selection of comparable publicly traded companies based on location, size, and business focus and composition;

•Selection of market comparable acquisition transactions, if available, based on location, size, business focus and composition, and date of the transaction;

•The discount rate, which is based on our estimate of the cost of equity capital;

•The projections of future earnings and cash flows of the reporting unit;

•The relative weight given to the valuations derived by the two methods described previously; and

•The control premium associated with reporting units.

Since estimates are an integral part of the impairment test computations, changes in these estimates could have a significant impact on our reporting units’ fair value and the goodwill impairment amount, if any. Estimates include economic conditions, which impact the assumptions related to interest and growth rates, loss rates, and imputed cost of equity capital. 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. We concluded that none of our reporting units were impaired. Furthermore, the evaluation process determined that the fair values of Amegy, CB&T, Zions Bank, and NSB exceeded their carrying values by 38%, 70%, 80%, and 139%, respectively. Additionally, we performed a hypothetical sensitivity analysis on the discount rate assumption to evaluate the

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impact of an adverse change to this assumption. 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.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Note 2 of the Notes to Consolidated Financial Statements discusses recently issued accounting pronouncements that we are, or will be, required to adopt. Also described is our expectation of the impact these new accounting pronouncements will have, to the extent they are material, on our financial condition or results of operations.

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. We use these non-GAAP financial measures to assess our performance and financial position. We believe that presenting these non-GAAP financial measures allows investors to assess our performance on the same basis as that applied by our management and the financial services industry.

Non-GAAP financial measures have inherent limitations and are not necessarily comparable to similar financial measures that may be presented by other financial services companies. Although non-GAAP financial measures are frequently used by stakeholders to evaluate a company, they have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results reported under GAAP.

Tangible Common Equity and Related Measures

Tangible common equity and related measures are non-GAAP measures that exclude the impact of intangible assets and their related amortization. We believe these non-GAAP measures provide useful information about our use of shareholders’ equity and provide a basis for evaluating the performance of a business more consistently, whether acquired or developed internally.

Schedule 42

RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP)

Year Ended December 31,
(Dollar amounts in millions)202320222021
Net earnings applicable to common shareholders (GAAP)$648$878$1,100
Adjustment, net of tax:
Amortization of core deposit and other intangibles511
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.

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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,
202320222021
Total shareholders’ equity (GAAP)$5,691$4,893$7,463
Goodwill and intangibles(1,059)(1,065)(1,015)
Tangible equity (non-GAAP)(a)4,6323,8286,448
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)148,153148,664151,625
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. 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. Adjusted pre-provision net revenue enables management and others to assess our ability to generate capital. Taxable-equivalent net interest income allows us to assess the comparability of revenue arising from both taxable and tax-exempt sources.

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Schedule 44

EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP)

(Dollar amounts in millions)202320222021
Noninterest expense (GAAP)(a)$2,097$1,878$1,741
Adjustments:
Severance costs1411
Other real estate expense, net1
Amortization of core deposit and other intangibles611
Restructuring costs1
Pension termination-related expense (income) 1(5)
SBIC investment success fee accrual 2(1)7
FDIC special assessment90
Total adjustments(b)11124
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)413732
Taxable-equivalent net interest income (non-GAAP)(d+e)=(f)2,4792,5572,240
Noninterest income (GAAP)(g)677632703
Combined income (non-GAAP)(f+g)=(h)3,1563,1892,943
Adjustments:
Fair value and nonhedge derivative gain (loss)(4)1614
Securities gains (losses), net4(15)71
Total adjustments(i)185
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)1,1701,3121,121
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%.

FY 2022 10-K MD&A

SEC filing source: 0000109380-23-000074.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-23. Report date: 2022-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Key Corporate Objectives

We conduct our operations through seven separately managed affiliates, each with its own local branding and management team. 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. This includes providing high-quality products and services and deepening relationships with our commercial, small business, and retail customers. Serving as a trusted partner for our small business and commercial customers and supporting their operational needs affords us a major source of relatively stable, low-cost deposits.

We strive to achieve balanced growth of customers, pre-provision net revenue (“PPNR”), earnings per share (“EPS”), profitability, and shareholder returns. As depicted in the graphic below, we focus on four strategic growth areas: small businesses, commercial businesses, affluent customers, and capital markets.

To facilitate the achievement of our growth and profitability objectives, we invest in the following five key areas, referred to as “strategic enablers”:

•People and Empowerment — we invest in training our employees and providing them the tools and resources to build their capabilities, while promoting a diverse, inclusive, and equitable culture.

•Technology — we invest in technologies that will make us more efficient and enable us to remain competitive while helping to insulate us from the risks of bank-disrupting technology companies.

•Operational Excellence — we invest in and support ongoing improvements in how we safely and securely deliver value to our customers.

•Risk Management — we invest in enhanced risk management practices to ensure prudent risk-taking and appropriate oversight.

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•Data and Analytics — we invest in advanced enterprise data and analytics to support local execution and prudent decision making.

RESULTS OF OPERATIONS

Our Financial Performance

This section and other sections provide information about our recent financial performance. For information about our results of operations for 2021 compared with 2020, see the respective sections in MD&A included in our 2021 Form 10-K.

Column 1Column 2Column 3Column 4Column 5Column 6Column 7
Net Earnings Applicable to Common Shareholders(in millions)Diluted EPSAdjusted PPNR(in millions)Efficiency ratio
Column 1Column 2Column 3Column 4Column 5Column 6Column 7
Net earnings applicable to common shareholders decreased from 2021, primarily due to an increase in the provision for credit losses.Diluted earnings per share decreased from 2021 as a result of decreased net earnings, the effect of which was partially offset by a 10.0 million decrease in weighted average diluted shares, primarily due to share repurchases.Adjusted PPNR increased from 2021, primarily due to growth in adjusted net revenue, driven largely by an increase in net interest income. This increase was partially offset by higher adjusted noninterest expense.The efficiency ratio improved from the prior year, as growth in adjusted revenue outpaced growth in adjusted noninterest expense, resulting in positive operating leverage.

Our financial performance for 2022 relative to the prior year reflected:

•Strong net revenue growth, offset by increases in provision for credit losses and noninterest expense.

•Net interest income increased $312 million, or 14%, notwithstanding a $188 million decrease in interest income from U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans. The increase was primarily due to a higher interest rate environment and a favorable change in the composition of interest-earning assets.

•The net interest margin (“NIM”) was 3.06%, compared with 2.72%, reflecting higher yields on interest-earning assets and favorable funding costs associated with our noninterest-bearing deposits.

•Solid credit performance, as nonperforming assets decreased $123 million, or 45%, and classified loans decreased $307 million, or 25%. Net loan and lease charge-offs were $39 million, or 0.08% of average loans (ex-PPP) in 2022, compared with net charge-offs of $6 million, or 0.01% of average loans (ex-PPP), in 2021. Despite improvements in credit quality, the provision for credit losses was $122 million in 2022, compared with $(276) million in 2021, reflecting loan growth and deterioration in economic scenarios used for estimating future losses.

•A $39 million, or 7%, increase in customer-related noninterest income, primarily due to increases in commercial account fees, capital markets and foreign exchange fees, and card fees, partially offset by decreases in loan-related fees and retail and business banking fees. Decreases in noncustomer-related

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noninterest income were due largely to prior year securities gains in our Small Business Investment Company (“SBIC”) investment portfolio and gains on the sale of certain bank-owned facilities.

•An increase of $137 million, or 8%, in noninterest expense, primarily due to an increase in salaries and benefits expense, which was impacted by inflationary and competitive labor market pressures on wages and benefits, increased incentive compensation accruals arising from improvements in full-year profitability, and increased headcount.

•An increase of $1.4 billion, or 2%, in average interest-earning assets, driven by growth in average securities and average loans and leases (ex-PPP), largely offset by declines in average money market investments and PPP loans.

•Strong growth of $4.8 billion, or 9%, in total loans and leases, driven largely by increases in the commercial and industrial, consumer 1-4 family residential mortgage, commercial real estate term, and municipal loan portfolios.

•Total deposits decreased $11.1 billion, or 13%, primarily due to decreases in larger-balance and more rate-sensitive, nonoperating deposits. Our loan-to-deposit ratio was 78%, compared with 61% at the prior year- end, which continues to afford us flexibility in managing our funding costs.

The following schedule presents additional selected financial highlights. Prior period amounts have been reclassified to conform with the current period presentation, where applicable.

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Schedule 4

SELECTED FINANCIAL HIGHLIGHTS

(Dollar amounts in millions, except per share amounts)2022/2021 Change20222021202020192018
For the Year
Net interest income+14%$2,520$2,208$2,216$2,272$2,230
Noninterest income-10%632703574562552
Total net revenue+8%3,1522,9112,7902,8342,782
Provision for credit lossesNM122(276)41439(40)
Noninterest expense+8%1,8781,7411,7041,7421,679
Pre-provision net revenue 1+9%1,3111,2021,1141,1181,125
Net income-20%9071,129539816884
Net earnings applicable to common shareholders-20%8781,100505782850
Per Common Share
Net earnings – diluted-15%5.796.793.024.164.08
Tangible book value at year-end 1+9%43.7240.1536.4434.7233.31
Market price – end-22%49.1663.1643.4451.9240.74
Market price – high+11%75.4468.2552.4852.0859.19
Market price – low+7%45.2142.1223.5839.1138.08
At Year-End
Assets-4%89,54593,20081,47969,17268,746
Loans and leases, net of unearned income and fees+9%55,65350,85153,47648,70946,714
Deposits-13%71,65282,78969,65357,08554,101
Common equity-37%4,4537,0237,3206,7877,012
Performance Ratios
Return on average assets1.01%1.29%0.71%1.17%1.33%
Return on average common equity16.0%14.9%7.2%11.2%12.1%
Return on average tangible common equity 113.9%17.8%8.8%13.3%14.9%
Net interest margin3.06%2.72%3.15%3.54%3.61%
Net charge-offs to average loans and leases (ex-PPP)0.08%0.01%0.22%0.08%(0.04)%
Total allowance for credit losses to loans and leases outstanding (ex-PPP)1.15%1.13%1.74%1.14%1.18%
Capital Ratios at Year-End
Common equity tier 1 capital9.8%10.2%10.8%10.2%11.7%
Tier 1 leverage7.7%7.2%8.3%9.2%10.3%
Tangible common equity 17.1%6.6%7.5%8.4%9.2%
Other Selected Information
Weighted average diluted common shares outstanding (in thousands)-6%150,271160,234165,613186,504206,501
Bank common shares repurchased (in thousands)-74%3,56313,4971,66623,50512,943
Dividends declared+10%$1.58$1.44$1.36$1.28$1.04
Common dividend payout ratio 227.3%21.1%44.6%29.0%23.8%
Capital distributed as a percentage of net earnings applicable to common shareholders 350%94%59%170%103%
Efficiency ratio58.8%60.8%59.4%59.5%59.6%

1 See “Non-GAAP Financial Measures” on page 70 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.

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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 approximately 80% of our net revenue (net interest income plus noninterest income) for the year. The NIM is calculated as net interest income as a percent of interest-earning assets.

Schedule 5

NET INTEREST INCOME AND NET INTEREST MARGIN

Amount changePercent changeAmount changePercent change
(Dollar amounts in millions)202220212020
Interest and fees on loans$2,112$1779%$1,935$(115)(6)%$2,050
Interest on money market investments8160NM2175014
Interest on securities5122016531172304
Total interest income2,705438192,267(101)(4)2,368
Interest on deposits7040NM30(75)(71)105
Interest on short- and long-term borrowings11586NM29(18)(38)47
Total interest expense185126NM59(93)(61)152
Net interest income$2,520$31214%$2,208$(8)%$2,216
Average interest-earning assets$83,638$1,3712%$82,267$11,10816%$71,159
Average interest-bearing liabilities42,1381,3883%40,7502,5127%38,238
bpsbps
Yield on interest-earning assets 13.28%492.79%(58)3.37%
Rate paid on total deposits and interest-bearing liabilities 10.23%160.07%(15)0.22%
Cost of total deposits 10.09%50.04%(13)0.17%
Net interest margin 13.06%342.72%(43)3.15%

1 Rates are calculated using amounts in thousands and a tax rate of 21% for the periods presented.

Net interest income increased $312 million, or 14%, in 2022, relative to the prior year, despite a $188 million decrease in interest income from PPP loans. The increase was driven largely by a higher interest rate environment and a favorable change in the composition of interest-earning assets.

Average interest-earning assets increased $1.4 billion, or 2%, primarily due to increases of $6.3 billion and $4.5 billion in average securities and average loans and leases (ex-PPP), respectively. These increases were largely offset by decreases of $5.5 billion and $3.8 billion in average money market investments and average PPP loans, respectively. Average securities increased to 30.4% of average interest-earning assets, compared with 23.3%.

The NIM was 3.06%, compared with 2.72%. The yield on average interest-earning assets was 3.28% in 2022, an increase of 49 basis points (“bps”), reflecting the higher interest rate environment and a change in the mix of interest-earning assets from money market investments to securities and loans. The yield on total loans increased 30 bps to 4.06%, and the yield on securities increased 39 bps to 2.06%. The yield on securities benefited from a decrease in the market value of available-for-sale (“AFS”) securities due to rising interest rates.

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Average loans and leases increased $0.6 billion, or 1%, to $52.6 billion. Excluding PPP loans, average loans and leases increased $4.5 billion, or 9%, to $51.9 billion, primarily in the commercial and industrial, consumer 1-4 family residential mortgage, commercial real estate term, and municipal loan portfolios.

During 2022 and 2021, PPP loans totaling approximately $1.5 billion and $6.5 billion, respectively, were forgiven by the SBA. PPP loans contributed $47 million and $235 million in interest income during the same time periods. The yield on PPP loans was 6.53% and 5.16% for the respective periods, and was positively impacted by accelerated amortization of deferred fees on paid off or forgiven PPP loans of $31 million and $138 million. At December 31, 2022 and 2021, the remaining unamortized net deferred fees on PPP loans totaled $2 million and $45 million, respectively.

Average deposits increased $2.2 billion, or 3%, during 2022, and period-end deposits decreased $11.1 billion, or 13%, compared with the prior year period. The average cost of deposits was 0.09% in 2022, compared with 0.04% in 2021. The rate paid on total deposits and interest-bearing liabilities was 0.23%, compared with 0.07%, reflecting the higher interest rate environment and increased short-term borrowings. Average noninterest-bearing deposits as a percentage of average deposits were 51%, up from 49% for the prior year. Our funding costs remained well controlled, reflecting the granularity of our deposit base and the extent of our noninterest-bearing deposits.

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Average AFS securities balances increased $4.8 billion, or 26%, to $23.2 billion in 2022, mainly due to an increase in our agency guaranteed mortgage-backed securities portfolio. During the fourth quarter of 2022, we transferred approximately $10.7 billion fair value ($13.1 billion amortized cost) of mortgage-backed AFS securities to the held-to-maturity (“HTM”) category to reflect our intent for these securities.

Average borrowed funds increased $1.5 billion, or 74%, to $3.5 billion in 2022, driven by increases in short-term borrowings as a result of significant loan growth and declines in total deposits. These increases were partially offset by a decrease in long-term debt, primarily due to the redemption and maturity of senior notes during 2022 and 2021.

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 13. For more information on how we manage liquidity risk, refer to the “Liquidity Risk Management” section on page 14.

The following schedule summarizes the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets and the costs of interest-bearing liabilities.

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Schedule 6 - AVERAGE BALANCE SHEETS, YIELDS, AND RATES

Year Ended December 31,
202220212020
(In millions)Average balanceInterestYield/Rate 1Average balanceInterestYield/Rate 1Average balanceInterestYield/Rate 1
ASSETS
Money market investments:
Interest-bearing deposits$3,066$270.87%$8,917$120.14%$965$50.49%
Federal funds sold and securities purchased under agreements to resell2,482542.162,12990.402,08990.44
Total money market investments5,548811.4511,046210.193,054140.46
Securities:
Held-to-maturity1,999472.36562172.97618223.54
Available-for-sale23,1324611.9918,3652921.5914,2082842.00
Trading account322164.79246114.4316774.36
Total securities25,4535242.0619,1733201.6714,9933132.09
Loans held for sale3912.576512.359643.89
Loans and leases: 2
Commercial - excluding PPP loans28,5001,1474.0225,0149503.8025,1931,0364.11
Commercial - PPP loans725476.534,5662355.164,5341463.22
Commercial real estate12,2515444.4412,1364183.4411,8544583.87
Consumer11,1223983.5810,2673543.4411,4354253.71
Total loans and leases52,5982,1364.0651,9831,9573.7653,0162,0653.89
Total interest-earning assets83,6382,7423.2882,2672,2992.7971,1592,3963.37
Cash and due from banks621605619
Allowance for credit losses on loans and debt securities(514)(612)(733)
Goodwill and intangibles1,0221,0151,015
Other assets4,9084,1223,997
Total assets$89,675$87,397$76,057
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits:
Savings and money market$37,045$610.16$36,717$210.06$31,100$600.19
Time1,59490.582,02090.413,706451.22
Total interest-bearing deposits38,639700.1838,737300.0834,8061050.30
Borrowed funds:
Federal funds purchased and security repurchase agreements1,531382.4979710.071,68080.45
Other short-term borrowings1,263463.6550.0420821.09
Long-term debt705314.281,211282.361,544372.45
Total borrowed funds3,4991153.272,013291.453,432471.39
Total interest-bearing funds42,1381850.4440,750590.1438,2381520.40
Noninterest-bearing demand deposits39,89037,52028,883
Other liabilities1,7351,2591,320
Total liabilities83,76379,52968,441
Shareholders’ equity:
Preferred equity440497566
Common equity5,4727,3717,050
Total shareholders’ equity5,9127,8687,616
Total liabilities and shareholders’ equity$89,675$87,397$76,057
Spread on average interest-bearing funds2.84%2.65%2.97%
Impact of net noninterest-bearing sources of funds0.22%0.07%0.18%
Net interest margin$2,5573.06%$2,2402.72%$2,2443.15%
Memo: total loans and leases, excluding PPP loans51,8732,0894.03%47,4171,7223.63%48,4821,9193.89%
Memo: total cost of deposits0.09%0.04%0.17%
Memo: total deposits and interest-bearing liabilities82,0281850.23%78,270590.07%67,1211520.22%

1 Rates are calculated using amounts in thousands and a tax rate of 21% for the periods presented.

2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs. Loans include nonaccrual and restructured loans.

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The following schedule presents year-over-year changes in net interest income on a fully taxable-equivalent basis for the years indicated. For purposes of calculating the yields in this schedule, the average loan balances also include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized into interest income, but are applied as a reduction to the principal outstanding. In addition, interest on restructured loans is generally accrued at modified rates.

In the analysis of taxable-equivalent net interest income changes due 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.

Schedule 7

ANALYSIS OF TAXABLE-EQUIVALENT NET INTEREST INCOME CHANGES DUE TO VOLUME AND RATE

2022 over 20212021 over 2020
Changes due toTotal changesChanges due toTotal changes
(In millions)VolumeRate1VolumeRate1
INTEREST-EARNING ASSETS
Money market investments:
Interest-bearing deposits$(8)$23$15$11$(4)$7
Federal funds sold and securities purchased under agreements to resell144451(1)
Total money market investments(7)676012(5)7
Securities:
Held-to-maturity34(4)30(1)(4)(5)
Available-for-sale868316966(58)8
Trading account41544
Total securities1248020469(62)7
Loans held for sale(1)(2)(3)
Loans and leases2
Commercial - excluding SBA PPP loans13958197(7)(79)(86)
Commercial - SBA PPP loans(198)10(188)18889
Commercial real estate312312610(50)(40)
Consumer301444(39)(32)(71)
Total loans and leases(26)205179(35)(73)(108)
Total interest-earning assets9135244345(142)(97)
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Saving and money market139402(41)(39)
Time(2)2(6)(30)(36)
Total interest-bearing deposits(1)4140(4)(71)(75)
Borrowed funds:
Federal funds purchased and security repurchase agreements3737(7)(7)
Other short-term borrowings341246(2)(2)
Long-term debt(11)143(8)(1)(9)
Total borrowed funds236386(8)(10)(18)
Total interest-bearing liabilities22104126(12)(81)(93)
Change in taxable-equivalent net interest income$69$248$317$57$(61)$(4)

1 Taxable-equivalent rates used where applicable.

2 Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

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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”). The ALLL represents the estimated current expected credit losses related to the loan and lease portfolio as of the balance sheet date. The RULC represents the estimated reserve for current expected credit losses associated with off-balance sheet commitments. Changes in the ALLL and RULC, net of charge-offs and recoveries, are recorded as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, in the income statement. The ACL for debt securities is estimated separately from loans and is recorded in investment securities on the consolidated balance sheet.

The provision for credit losses, which is the combination of both the provision for loan and lease losses and the provision for unfunded lending commitments, was $122 million in 2022, compared with $(276) million in 2021. The ACL was $636 million at December 31, 2022, compared with $553 million at December 31, 2021. The increase in the ACL was primarily due to loan growth and deterioration in economic scenarios, partially offset by improvements in credit quality. The ratio of ACL to net loans and leases (ex-PPP) was 1.15% and 1.13% at December 31, 2022 and 2021, respectively. The provision for securities losses was less than $1 million during 2022 and 2021.

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The bar chart above illustrates the broad categories of change in the ACL from the prior year period. The second bar represents changes in economic scenarios and current economic conditions, which increased the ACL by $45 million from the prior year period.

The third bar represents changes in credit quality factors and includes risk-grade migration and specific reserves against loans, which, when combined, decreased the ACL by $6 million, indicating improvements in overall credit quality. Nonperforming assets decreased $123 million, or 45%, and classified loans decreased $307 million, or 25%. Net loan and lease charge-offs were $39 million, or 0.08% annualized of average loans (ex-PPP), in 2022, compared with $6 million, or 0.01% annualized of average loans (ex-PPP), in 2021.

The fourth bar represents loan portfolio changes, driven primarily by loan growth, as well as changes in portfolio mix, the aging of the portfolio, and other risk factors, all of which resulted in a $44 million increase in the ACL.

See Note 6 of the Notes to Consolidated Financial Statements for more information on how we determine the appropriate level of the ALLL and the RULC.

Noninterest Income

Noninterest income represents revenue we earn from products and services that generally have no associated interest rate or yield and is classified as either customer-related or noncustomer-related. Customer-related noninterest income excludes items such as securities gains and losses, dividends, insurance-related income, and mark-to-market adjustments on certain derivatives.

Total noninterest income decreased $71 million, or 10%, in 2022, relative to the prior year. Noninterest income accounted for 20% and 24% of net revenue during 2022 and 2021, respectively. The following schedule presents a comparison of the major components of noninterest income.

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Schedule 8

NONINTEREST INCOME

(Dollar amounts in millions)2022Amount changePercent change2021Amount changePercent change2020
Commercial account fees$159$2216%$137$54%$132
Card fees1049995131682
Retail and business banking fees73(1)(1)746968
Loan-related fees and income80(15)(16)95(14)(13)109
Capital markets and foreign exchange fees8313197070
Wealth management fees 1555105061444
Other customer-related fees6061154102344
Customer-related noninterest income614397%575265%549
Fair value and nonhedge derivative income (loss)162141420NM(6)
Dividends and other income17(26)(60)43197924
Securities gains (losses), net(15)(86)NM7164NM7
Noncustomer-related noninterest income18(110)NM128103NM25
Total noninterest income$632$(71)(10)%$703$12922%$574

1 Wealth management fees for 2020 included certain retirement service-related fees of $3 million. Beginning in 2021, those fees, which totaled $4 million, were reported in other customer-related noninterest income.

Customer-related Noninterest Income

Customer-related noninterest income growth reflects our focus on our key corporate objectives. We continue to deepen existing relationships with our commercial, small business, and retail customers by providing high-quality treasury management products, capital market solutions, wealth management advisory services, and depository account services.

Total customer-related noninterest income increased $39 million, or 7%, in 2022, largely driven by improved customer transaction volume and activity during the year. Key drivers impacting customer-related revenue included:

•Commercial account fees increased $22 million or 16%, driven by increases in account analysis, treasury management, and merchant fees. Commercial account fees also benefited from a one-time adjustment of approximately $6 million during the first quarter of 2022.

•Capital markets and foreign exchange fees increased $13 million, or 19%, primarily due to improved customer swap, loan syndication, and foreign exchange activity.

•Card fees increased $9 million, or 9%, due to increased commercial and business bankcard interchange fees.

•Other customer-related fee income increased $6 million, or 11%, due to growth in corporate trust fees, reflecting new business growth.

•Wealth management fee income increased $5 million, or 10%, reflecting growth in assets and ongoing adoption of wealth and advisory services from our customer base. Our assets under management increased $1.2 billion, or 11%, to $12.2 billion at December 31, 2022, despite declines in market valuations.

•Loan-related fees decreased $15 million or 16%, in 2022, primarily due to an increased proportion of our 1-4 family residential mortgage production being retained versus sold. During 2022, we experienced a strong increase in demand for adjustable-rate mortgages, which we generally retain on our balance sheet.

•Retail and business banking fees decreased $1 million, primarily due to changes in our overdraft and non-sufficient funds practices, which were effected early in the third quarter of 2022. The impact of these changes on customer-related noninterest income is expected to be ongoing.

Noncustomer-related Noninterest Income

Total noncustomer-related noninterest income decreased $110 million in 2022. Net securities gains and losses decreased $86 million, due largely to net gains recorded during the prior year related to our SBIC investment

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portfolio. Dividends and other income declined $26 million, primarily due to a valuation loss recognized on one of our equity investments during the third quarter of 2022, as well as gains on the sale of certain bank-owned facilities during the prior year. These sales resulted from the consolidation of some of our technology and operations facilities in advance of occupying our new corporate technology center in July 2022.

Noninterest Expense

The following schedule presents a comparison of the major components of noninterest expense.

Schedule 9

NONINTEREST EXPENSE

(Dollar amounts in millions)2022Amount changePercent change2021Amount changePercent change2020
Salaries and employee benefits$1,235$10810%$1,127$404%$1,087
Technology, telecom, and information processing20910519974192
Occupancy and equipment, net152(1)(1)15321151
Professional and legal services57(15)(21)72152657
Marketing and business development39(4)(9)43(18)(30)61
Deposit insurance and regulatory expense501647341333
Credit-related expense304152641822
Other real estate expense, net11NM(1)NM1
Other105182187(13)(13)100
Total noninterest expense$1,878$1378%$1,741$372%$1,704
Adjusted noninterest expense$1,876$1398%$1,737$644%$1,673

Noninterest expense increased $137 million, or 8%, in 2022, relative to the prior year, primarily due to salaries and benefits expense, which represented the largest component of total noninterest expense during 2022 and 2021. The following schedule presents the major segments of salaries and employee benefits expense.

Schedule 10

SALARIES AND EMPLOYEE BENEFITS

(Dollar amounts in millions)2022Amount/quantity changePercent change2021Amount/quantity changePercent change2020
Salaries and bonuses$1,028$9310%$935$172%$918
Employee benefits:
Employee health and insurance93101283(3)(3)86
Retirement and profit sharing52(5)(9)57184639
Payroll taxes and other fringe benefits6210195281844
Total benefits2071581922314169
Total salaries and employee benefits$1,235$10810%$1,127$404%$1,087
Full-time equivalent employees at December 31,9,9893043%9,6857%9,678

Total salaries and benefits expense increased $108 million, or 10%, primarily due to the ongoing impact of inflationary and competitive labor market pressures on wages and benefits, increased incentive compensation accruals arising from improvements in full-year profitability, and increased headcount. We had 9,989 full-time equivalent employees at December 31, 2022, an increase of approximately 3% relative to the prior year.

Other noninterest expense increased $18 million, primarily due to a negative valuation adjustment in the prior year related to the termination of our defined benefit pension plan, as well as increased travel and various other expenses incurred during the current year. Deposit insurance and regulatory expense increased $16 million, driven largely by a higher FDIC insurance assessment resulting from changes in our balance sheet composition.

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Technology, telecom, and information processing expense increased $10 million, mainly due to increased software licensing and maintenance expense, reflecting our ongoing investments in strategic technology initiatives designed to improve our products and services and to simplify how we do business. Professional and legal services expense decreased $15 million, due to third-party assistance associated with PPP loan forgiveness and other technology-related and outsourced services utilized in the prior year.

The efficiency ratio was 58.8%, compared with 60.8%, as growth in net revenue significantly outpaced growth in noninterest expense. For information on non-GAAP financial measures, including differences between noninterest expense and adjusted noninterest expense, see page 70.

Technology Spend

As the banking industry continues to move toward information technology-based products and services, we recognize there are disparate ways of discussing expenditures associated with technology-related investments and operations. We generally describe these expenditures as total technology spend, which includes current period expenses reported on our consolidated statement of income, and capitalized investments, net of related amortization and depreciation, reported on our consolidated balance sheet. We believe these disclosures provide more relevant presentation and discussion regarding our technology-related investments and operations.

Total technology spend represents expenditures for technology systems and infrastructure and is reported as a combination of the following:

•Technology, telecom, and information processing expense — includes expenses related to application software licensing and maintenance, related amortization, telecommunications, and data processing;

•Other technology-related expenses — includes related noncapitalized salaries and employee benefits, occupancy and equipment, and professional and legal services; and

•Technology investments — includes capitalized technology infrastructure equipment, hardware, and purchased or internally developed software, less related amortization or depreciation.

The following schedule presents information related to our technology spend.

Schedule 11

TECHNOLOGY SPEND

December 31
(In millions)20222021
Technology, telecom, and information processing expense$209$199
Other technology-related expense206190
Technology investments90100
Less: related amortization and depreciation(54)(54)
Total technology spend$451$435

Income Taxes

The following schedule summarizes the income tax expense and effective tax rates for the periods presented.

Schedule 12

INCOME TAXES

(Dollar amounts in millions)202220212020
Income before income taxes$1,152$1,446$672
Income tax expense245317133
Effective tax rate21.3%21.9%19.8%

The effective tax rates for the periods presented above were decreased by nontaxable municipal interest income and nontaxable income from certain bank-owned life insurance (“BOLI”), and were increased by the nondeductibility of

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FDIC premiums, certain executive compensation, and other fringe benefits. The effective tax rate for 2020 was further reduced by the proportional increase in nontaxable items and tax credits relative to a lower pretax book income, compared with 2021 and 2022. Additionally, investments in technology initiatives, low-income housing, and municipal securities during 2022, 2021, and 2020, generated tax credits and nontaxable income that benefited the effective tax rate for each respective year.

We had a net deferred tax asset (“DTA”) of $1.1 billion at December 31, 2022, compared with $0.1 billion at December 31, 2021. The increase in the net DTA was driven largely by the increase in unrealized losses in accumulated other comprehensive income (“AOCI”) associated with investment securities and derivative instruments, the capitalization of certain expenses for tax purposes, and the provision for credit losses during 2022.

We had no valuation allowance at December 31, 2022. See Note 20 of the Notes to Consolidated Financial Statements for more information about the factors that impacted our effective tax rate, significant components of our DTAs and deferred tax liabilities (“DTLs”), including our assessment regarding valuation allowances, and unrecognized tax benefits for uncertain tax positions.

Preferred Stock Dividends

Preferred stock dividends totaled $29 million in 2022 and 2021, and $34 million in 2020. The decrease in preferred dividends was due to the redemption of the outstanding shares of our Series H preferred stock during the second quarter of 2021. See further details in Note 14 of the Notes to Consolidated Financial Statements.

Business Segment Results

We manage our operations through seven affiliate banks located in different geographic markets, each with its own local branding and management team. 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”). We emphasize local authority, responsibility, and pricing, with customization of certain products (as applicable) to maximize customer satisfaction and strengthen community relations. 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 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. This process is subject to change and refinement over time. Where applicable, prior period amounts have been revised to reflect the impact of these changes had they been instituted for the periods presented. For more performance information related to our business segments, including the Other segment, see Note 22 of the Notes to Consolidated Financial Statements.

The following schedule summarizes selected financial information of our business segments. Ratios are calculated based on amounts in thousands.

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Schedule 13

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions)Zions BankCB&TAmegy
202220212020202220212020202220212020
KEY FINANCIAL INFORMATION
Total average loans$13,277$13,198$13,845$13,129$12,892$12,366$12,110$12,189$13,114
Total average deposits24,31723,58818,37016,16015,79613,76315,73515,49612,970
Income before income taxes387380295314405182311362178
CREDIT QUALITY
Provision for credit losses$43$(26)$67$49$(78)$120$5$(96)$111
Net loan and lease charge-offs (recoveries)29273153249
Ratio of net charge-offs to average loans and leases0.22%%0.20%0.02%%0.12%0.02%0.02%0.37%
Allowance for credit losses$155$142$167$122$90$158$122$128$210
Ratio of allowance for credit losses to net loans and leases, at year-end1.17%1.08%1.21%0.93%0.70%1.28%1.01%1.05%1.60%
Nonperforming assets$36$84$97$25$41$56$59$90$131
Ratio of nonperforming assets to net loans and leases and other real estate owned0.26%0.65%0.70%0.18%0.32%0.43%0.46%0.77%1.03%
(Dollar amounts in millions)NBAZNSBVectraTCBW
202220212020202220212020202220212020202220212020
KEY FINANCIAL INFORMATION
Total average loans$4,911$4,849$5,099$2,987$3,015$3,102$3,632$3,414$3,401$1,630$1,569$1,460
Total average deposits8,0357,2885,7717,4366,6915,4274,1094,3863,6371,5711,5371,256
Income before income taxes11112675768911556724454128
CREDIT QUALITY
Provision for credit losses$11$(27)$35$4$(35)$37$9$(12)$34$1$(3)$7
Net loan and lease charge-offs (recoveries)(1)(1)1(2)1(1)9141
Ratio of net charge-offs to average loans and leases(0.02)%(0.02)%0.02%(0.07)%0.03%(0.03)%0.25%%0.41%%0.06%%
Allowance for credit losses$40$38$60$27$26$59$36$37$47$9$8$11
Ratio of allowance for credit losses to net loans and leases, at year-end0.81%0.79%1.18%0.90%0.86%1.90%0.99%1.08%1.38%0.55%0.51%0.75%
Nonperforming assets$6$11$17$9$24$40$14$18$19$$1$8
Ratio of nonperforming assets to net loans and leases and other real estate owned0.12%0.24%0.34%0.27%0.85%1.24%0.36%0.53%0.56%—%0.06%0.52%

Zions Bank

Zions Bank is headquartered in Salt Lake City, Utah, and conducts operations in Utah, Idaho, and Wyoming. If it were a separately chartered bank, it would be the second largest full-service commercial bank in Utah and the sixth largest in Idaho, as measured by domestic deposits in these states.

Zions Bank’s income before income taxes increased $7 million, or 2%, during 2022. The increase was due to a $108 million increase in net interest income, partially offset by a $69 million increase in the provision for credit losses, a $31 million increase in noninterest expense, and a $1 million decrease in noninterest income. The loan portfolio

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increased $1.1 billion during 2022, including increases of $655 million, $369 million, and $68 million, in consumer, commercial, and CRE loans, respectively. The ratio of ACL to net loans and leases increased to 1.17% at December 31, 2022, compared with 1.08%. Nonperforming assets decreased $48 million, or 57%, from the prior year. Deposits decreased 19% in 2022.

California Bank & Trust

California Bank & Trust is headquartered in San Diego, California. If it were a separately chartered bank, it would be the 17th largest full-service commercial bank in California as measured by domestic deposits in the state.

CB&T’s income before income taxes decreased $91 million, or 22%, during 2022. The decrease was due to a $127 million increase in the provision for credit losses, and a $29 million increase in noninterest expense, partially offset by a $59 million increase in net interest income and a $6 million increase in noninterest income. The loan portfolio increased $937 million during 2022, including increases of $492 million, $361 million, and $84 million, in consumer, commercial, and CRE loans, respectively. The ratio of ACL to net loans and leases increased to 0.93% at December 31, 2022, compared with 0.70%. Nonperforming assets decreased $16 million, or 39%, from the prior year. Deposits decreased 10% in 2022.

Amegy Bank

Amegy Bank is headquartered in Houston, Texas. If it were a separately chartered bank, it would be the ninth largest full-service commercial bank in Texas as measured by domestic deposits in the state.

Amegy’s income before income taxes decreased $51 million, or 14%, during 2022. The decrease was due to a $101 million increase in the provision for credit losses, and an $18 million increase in noninterest expense, partially offset by a $51 million increase in net interest income and a $17 million increase in noninterest income. The loan portfolio increased $1.0 billion during 2022, including increases of $759 million and $322 million in commercial and consumer loans, respectively, and a decrease of $46 million in CRE loans. The ratio of ACL to net loans and leases decreased to 1.01% at December 31, 2022, compared with 1.05%. Nonperforming assets decreased $31 million, or 34%, from the prior year. Deposits decreased 14% in 2022.

National Bank of Arizona

National Bank of Arizona is headquartered in Phoenix, Arizona. If it were a separately chartered bank, it would be the fifth largest full-service commercial bank in Arizona as measured by domestic deposits in the state.

NBAZ’s income before income taxes decreased $15 million, or 12%, during 2022. The decrease was due to a $38 million increase in the provision for credit losses, and a $16 million increase in noninterest expense, partially offset by a $37 million increase in net interest income and a $2 million increase in noninterest income. The loan portfolio increased $484 million during 2022, including increases of $188 million, $170 million, and $126 million, in consumer, commercial, and CRE loans, respectively. The ratio of ACL to net loans and leases increased to 0.81% at December 31, 2022, compared with 0.79%. Nonperforming assets decreased $5 million, or 45%, from the prior year. Deposits decreased 8% in 2022.

Nevada State Bank

Nevada State Bank is headquartered in Las Vegas, Nevada. If it were a separately chartered bank, it would be the fifth largest full-service commercial bank in Nevada as measured by domestic deposits in the state.

NSB’s income before income taxes decreased $13 million, or 15%, during 2022. The decrease was due to a $39 million increase in the provision for credit losses, a $9 million increase in noninterest expense, and a $2 million decrease in noninterest income, partially offset by a $37 million increase in net interest income. The loan portfolio increased $467 million during 2022, including increases of $285 million, $93 million, and $89 million, in consumer, commercial, and CRE loans, respectively. The ratio of ACL to net loans and leases increased to 0.90% at December 31, 2022, compared with 0.86%. Nonperforming assets decreased $15 million, or 63%, from the prior year. Deposits decreased 5% in 2022.

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In July 2022, NSB purchased three Northern Nevada City National Bank branches and their associated deposit, credit card, and loan accounts. In addition to the three branches, the purchase included approximately $430 million in deposits and $95 million in commercial and consumer loans.

Vectra Bank Colorado

Vectra Bank Colorado is headquartered in Denver, Colorado. If it were a separately chartered bank, it would be the twelfth largest full-service commercial bank in Colorado as measured by domestic deposits in the state.

Vectra’s income before income taxes decreased $12 million, or 18%, during 2022. The decrease was due to a $21 million increase in the provision for credit losses, a $6 million increase in noninterest expense, and a $2 million decrease in noninterest income, partially offset by a $17 million increase in net interest income. The loan portfolio increased $533 million during 2022, including increases of $275 million, $131 million, and $127 million, in consumer, CRE, and commercial loans, respectively. The ratio of ACL to net loans and leases decreased to 0.99% at December 31, 2022, compared with 1.08%. Nonperforming assets decreased $4 million, or 22%, from the prior year. Deposits decreased 17% in 2022.

The Commerce Bank of Washington

The Commerce Bank of Washington is headquartered in Seattle, Washington, and operates in Washington under The Commerce Bank of Washington name and in Portland, Oregon, under The Commerce Bank of Oregon name. If it were a separately chartered bank, it would be the 22nd largest full-service commercial bank in Washington and the 35th largest in Oregon, as measured by domestic deposits in these states.

TCBW’s income before income taxes increased $4 million, or 10%, during 2022. The increase was due to a $10 million increase in net interest income, and a $1 million increase in noninterest income, partially offset by a $4 million increase in the provision for credit losses, and a $3 million increase in noninterest expense. The loan portfolio increased $153 million during 2022, including increases of $89 million and $83 million in CRE and commercial loans, respectively, partially offset by a decrease of $19 million in consumer loans. The ratio of ACL to net loans and leases increased to 0.55% at December 31, 2022, compared with 0.51%. Nonperforming assets decreased $1 million from the prior year. Deposits decreased 10% in 2022.

BALANCE SHEET ANALYSIS

Interest-earning Assets

Interest-earning assets are assets that have associated interest rates or yields, and generally consist of money market investments, securities, loans, and leases. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding the average balances, associated revenue generated, and the respective yields of our interest-earning assets, see Schedule 6 on page 31.

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AVERAGE OUTSTANDING LOANS AND DEPOSITS

(at December 31)

Investment Securities Portfolio

We invest in securities to generate interest income and to actively manage liquidity and interest rate risk. Refer to the “Liquidity Risk Management” section on page 60 for additional information about how we manage our liquidity risk. See 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. The following schedule presents the components of our investment securities portfolio.

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Schedule 14

INVESTMENT SECURITIES PORTFOLIO

December 31, 2022December 31, 2021
(In millions)Par ValueAmortized costFair valuePar ValueAmortized costFair value
Held-to-maturity
U.S. Government agencies and corporations:
Agency securities$100$100$93$$$
Agency guaranteed mortgage-backed securities 112,92110,62110,772
Municipal securities404405374441441443
Total held-to-maturity13,42511,12611,239441441443
Available-for-sale
U.S. Treasury securities555557393155155134
U.S. Government agencies and corporations:
Agency securities790782736833833845
Agency guaranteed mortgage-backed securities9,5669,6528,36720,34020,54920,387
Small Business Administration loan-backed securities691740712867938912
Municipal securities1,5711,7321,6341,4891,6521,694
Other debt securities757573757576
Total available-for-sale13,24813,53811,91523,75924,20224,048
Total HTM and AFS investment securities$26,673$24,664$23,154$24,200$24,643$24,491

1 During the fourth quarter of 2022, we transferred approximately $10.7 billion fair value ($13.1 billion amortized cost) of mortgage-backed AFS securities to the HTM category to reflect our intent for these securities. The amortized cost basis of these securities does not include $2.4 billion of unrealized losses in AOCI that is amortized over the life of the securities. The amortization of the unrealized losses reported in AOCI will offset the effect of the accretion of the discount in interest income that is created by adjusting the amortized cost basis to the securities' fair value on the date of the transfer.

The amortized cost of total HTM and AFS investment securities increased $21 million during 2022. Approximately 8% and 11% of the total HTM and AFS investment securities portfolio had a variable-rate at December 31, 2022 and December 31, 2021, respectively.

At December 31, 2022, the AFS investment securities portfolio included approximately $290 million of net premium that was distributed across various security types. Total taxable-equivalent premium amortization for these investment securities was $103 million in 2022, compared with $118 million in 2021.

In addition to HTM and AFS securities, we also have a Trading securities portfolio of $465 million and $372 million, at December 31, 2022 and December 31, 2021, respectively, which is comprised primarily of municipal securities and money market sweep transactions for customers. Refer to the “Capital Management” section on page 65 and Note 5 of the Notes to Consolidated Financial Statements for more discussion regarding our investment securities portfolio and related unrealized gains and losses.

Municipal Investments and Extensions of Credit

We support our communities by providing products and services to state and local governments (“municipalities”), including deposit services, loans, and investment banking services. 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.

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The following schedule summarizes our total investments and extensions of credit to municipalities:

Schedule 15

MUNICIPAL INVESTMENTS AND EXTENSIONS OF CREDIT

December 31,
(In millions)20222021
Loans and leases$4,361$3,658
Held-to-maturity – municipal securities405441
Available-for-sale – municipal securities1,6341,694
Trading account – municipal securities71355
Unfunded lending commitments406280
Total$6,877$6,428

Our municipal loans and securities are primarily associated with municipalities located within our geographic footprint. The municipal loan and lease portfolio is primarily secured by general obligations of municipal entities. Other types of collateral also include real estate, revenue pledges, or equipment. At December 31, 2022, no municipal loans were on nonaccrual.

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. At December 31, 2022, all municipal securities were graded as Pass. See Notes 5 and 6 of the Notes to Consolidated Financial Statements for additional information about the credit quality of these municipal loans and securities.

Loan and Lease Portfolio

We focus on serving and creating value for our customers and communities by helping them achieve their potential, optimize their daily operations, create economic opportunities for them, and grow their business. We do this by providing a wide range of lending products to commercial customers, generally small- and medium-sized businesses. We also provide various retail lending products and services to consumers and small businesses. The following schedule presents the composition of our loan and lease portfolio.

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Schedule 16

LOAN AND LEASE PORTFOLIO

December 31, 2022December 31, 2021
(Dollar amounts in millions)Amount% of total loansAmount% of total loans
Commercial:
Commercial and industrial$16,18029.1%$13,86727.3%
PPP1970.41,8553.6
Leasing3860.73270.6
Owner-occupied9,37116.88,73317.2
Municipal4,3617.83,6587.2
Total commercial30,49554.828,44055.9
Commercial real estate:
Construction and land development2,5134.52,7575.4
Term10,22618.49,44118.6
Total commercial real estate12,73922.912,19824.0
Consumer:
Home equity credit line3,3776.13,0165.9
1-4 family residential7,28613.16,05011.9
Construction and other consumer real estate1,1612.16381.3
Bankcard and other revolving plans4710.83960.8
Other1240.21130.2
Total consumer12,41922.310,21320.1
Total loans and leases$55,653100.0%$50,851100.0%

Our loan and lease portfolio grew significantly during 2022. At December 31, 2022 and 2021, the ratio of loans and leases to total assets was 62% and 55%, respectively. The largest loan category was commercial and industrial loans, which constituted 29% and 27% of our total loan portfolio for the same time periods.

The loan and lease portfolio increased $4.8 billion, or 9%, to $55.7 billion at December 31, 2022. Excluding PPP loans, total loans and leases increased $6.5 billion, or 13%, to $55.5 billion. Loan growth was driven largely by increases of $2.3 billion in commercial and industrial loans, $1.2 billion in consumer 1-4 family residential mortgage loans, $0.8 billion in commercial real estate term loans, and $0.7 billion in municipal loans.

The following schedule presents the contractual maturity distribution of our loan and lease portfolio.

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Schedule 17

LOAN AND LEASE PORTFOLIO BY CONTRACTUAL MATURITY

December 31, 2022
(In millions)One year or lessOne year through five yearsFive years through fifteen yearsOver fifteen yearsTotal
Commercial:
Commercial and industrial$9,019$5,232$1,897$32$16,180
PPP197197
Leasing20258108386
Owner-occupied4761,4265,8511,6189,371
Municipal4075242,5219094,361
Total commercial9,9227,63710,3772,55930,495
Commercial real estate:
Construction and land development1,2021,23228512,513
Term2,1485,2592,67314610,226
Total commercial real estate3,3506,4912,70119712,739
Consumer:
Home equity credit line101162423,0183,377
1-4 family residential50361837,0177,286
Construction and other consumer real estate11191,1401,161
Bankcard and other revolving plans337134471
Other117340124
Total consumer50026048411,17512,419
Total loans and leases$13,772$14,388$13,562$13,931$55,653

Our loans and leases have predetermined (fixed) or variable interest rates. The following schedule presents the interest rate composition of our loan and lease portfolio with a contractual maturity date over one year. For more information on our interest rate risk management, see “Interest Rate Risk” on page 56.

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Schedule 18

LOAN AND LEASE PORTFOLIO WITH CONTRACTUAL MATURITIES OVER ONE YEAR BY INTEREST RATE TYPE

December 31, 2022
Loans with contractual maturities over one year
(In millions)Predetermined (fixed) interest ratesVariable interest ratesTotal
Commercial:
Commercial and industrial$2,419$4,742$7,161
PPP197197
Leasing366366
Owner-occupied3,3455,5508,895
Municipal3,2936613,954
Total commercial9,62010,95320,573
Commercial real estate:
Construction and land development671,2441,311
Term1,6626,4168,078
Total commercial real estate1,7297,6609,389
Consumer:
Home equity credit line1903,0863,276
1-4 family residential5386,6987,236
Construction and other consumer real estate1,1601,160
Bankcard and other revolving plans3131134
Other1112113
Total consumer84211,07711,919
Total loans and leases$12,191$29,690$41,881

Other Noninterest-bearing Investments

Other noninterest-bearing investments are equity investments that are held primarily for capital appreciation, dividends, or for certain regulatory requirements. The following schedule summarizes our related investments:

Schedule 19

OTHER NONINTEREST-BEARING INVESTMENTS

December 31,Amount changePercent change
(Dollar amounts in millions)20222021
Bank-owned life insurance$546$537$92%
Federal Home Loan Bank stock29411283NM
Federal Reserve stock6881(13)(16)
Farmer Mac stock1919
SBIC investments172179(7)(4)
Other3124729
Total other noninterest-bearing investments$1,130$851$27933%

Total other noninterest-bearing investments increased $279 million, or 33%, primarily due to a $283 million increase in FHLB stock. We are required to invest 4% of our FHLB borrowings in FHLB stock to maintain our borrowing capacity. The increase in FHLB stock was driven largely by increases in FHLB short-term borrowings during 2022 as a result of loan growth and declines in interest-bearing deposits.

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Premises, Equipment, and Software

Net premises, equipment, and software increased $89 million, or 7%, primarily due to capitalized costs related to the construction of a new corporate technology center in Midvale, Utah, which was completed in July 2022, and a new corporate center for Vectra in Denver, Colorado, which was completed in January 2023.

We are also in the final phase of a three-phase project to replace our core loan and deposit banking systems, and are on track to convert our deposit servicing system in 2023. Capitalized costs associated with the core system replacement project are generally amortized over ten years, and are summarized in the following schedule.

Schedule 20

CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT

December 31, 2022
(In millions)Phase 1Phase 2Phase 3Total
Total amount of capitalized costs, less accumulated amortization$30$55$201$286

Deposits

Deposits are our primary funding source. In recent years, we benefited from a significant influx of deposits, which was impacted by considerable fiscal and monetary policy decisions. Our strong liquidity position at the beginning of 2022 afforded us the ability to prioritize the quality of deposits over quantity. During 2022, with the withdrawal of stimulus by the federal government, our deposits declined to more normalized levels and remained above regulatory and internal Bank limits.

The following schedule presents our deposits by category and percentage of total deposits.

Schedule 21

DEPOSITS

December 31, 2022December 31, 2021
(Dollar amounts in millions)Amount% of total depositsAmount% of total deposits
Noninterest-bearing demand$35,77749.9%$41,05349.6%
Interest-bearing:
Savings and money market33,56646.940,11448.4
Time2,3093.21,6222.0
Total deposits$71,652100.0%$82,789100.0%

Total deposits decreased $11.1 billion, or 13%, in 2022, primarily due to decreases in larger-balance and more rate-sensitive, nonoperating deposits. Interest-bearing deposits decreased $5.9 billion, or 14%, and noninterest-bearing deposits decreased $5.3 billion, or 13%. Total deposits included $0.9 billion and $0.4 billion of brokered deposits for the same time periods. Total deposits at December 31, 2022 also included approximately $347 million in deposits associated with the purchase of three Northern Nevada City National Bank branches by NSB in July 2022.

Our deposit costs remained well controlled, reflecting the granularity of our deposit base and the extent of our noninterest-bearing deposits. We continue to actively manage our deposit base and associated deposit costs in response to the rising interest rate environment. We expect our deposit costs to increase over the near term in view of increased competition for low-cost funding sources. Nevertheless, we expect our overall cost of funds to remain low relative to our peers. See Notes 12 and 13 of the Notes to Consolidated Financial Statements and “Liquidity Risk Management” on page 60 for additional information on funding and borrowed funds.

Total time deposits that exceed the current FDIC insurance limit of $250,000 totaled $527 million and $563 million at December 31, 2022 and December 31, 2021, respectively. The estimated total amount of uninsured deposits, including related interest accrued and unpaid, was $38 billion and $49 billion at December 31, 2022 and December 31, 2021, respectively.

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RISK MANAGEMENT

Risk management is an integral part of our operations and is a key determinant of our overall performance. We utilize the three lines of defense approach to risk management with responsibilities for each line of defense defined in our Risk Management Framework. The first line of defense represents units and functions throughout the Bank engaged in activities related to revenue generation, expense reduction, operational support, and technology services. These units and functions are accountable for owning and managing the risks associated with these activities. The second line of defense represents functions responsible for independently assessing and overseeing risk management activities. 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.

In support of management’s efforts, the Board has established certain committees to oversee our risk management processes. The Audit Committee oversees financial reporting risk, and the ROC oversees the other risk management processes. The ROC meets on a regular basis to monitor and review Enterprise Risk Management (“ERM”) activities. As required by its charter, the ROC provides oversight for various ERM activities and approves ERM policies and activities as detailed in the ROC charter.

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. 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. 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 the overall credit policies relating to the management of credit risk. The ROC also oversees and monitors adherence to key credit policies and the credit risk appetite as defined in the Risk Management Framework. 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. 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. Policies include standards for sensitivity and scenario analyses that assess the resilience of the borrower, including the borrower’s ability to service the loan in a rising interest rate environment.

Our credit policies and practices are also designed to help manage potential risks, including those arising from environmental issues. Environmental risk related to our lending practices is primarily covered in our environmental credit policy and by our environmental subject matter experts and management. The extent of environmental due diligence performed by our environmental risk team is based on the risks identified at each property and the loan amount. The extension of credit to certain borrowers, or those connected with certain activities, may be restricted or require escalated approval, by policy, because of various environmental risks.

Our credit risk management function is separate from the lending function and strengthens control over, and the independent evaluation of, credit activities. In addition, we have a well-defined set of standards for evaluating our loan portfolio, and we utilize a comprehensive loan risk-grading system to determine the risk potential in the portfolio.

The internal credit examination department, which is independent of the lending function, periodically conducts examinations of our lending departments and credit activities. These examinations are designed to review credit

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quality, adequacy of documentation, appropriate loan risk-grading administration, and compliance with credit policies. Credit examinations related to the ACL are reported to both the Audit Committee and the ROC.

Our overall credit risk management strategy includes diversification of our loan portfolio. Our business activity is conducted primarily within the geographic footprint of our banking affiliates. We strive to avoid the risk of undue concentrations of credit in any particular industry, collateral type, location, or with any individual customer or counterparty. We have adopted and adhere to concentration limits on certain commercial industries, including leveraged lending, municipal lending, oil and gas-related lending, and various types of CRE lending, particularly construction and land development lending. Concentration limits are regularly monitored and revised as necessary.

Government Agency Guaranteed Loans

We participate in various guaranteed lending programs sponsored by U.S. government agencies, such as the SBA, Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2022, approximately $649 million of these loans were guaranteed, primarily by the SBA. The following schedule presents the composition of U.S. government agency guaranteed loans.

Schedule 22

U.S. GOVERNMENT AGENCY GUARANTEES

(Dollar amounts in millions)December 31, 2022Percent guaranteedDecember 31, 2021Percent guaranteed
Commercial$75383%$2,41095%
Commercial real estate21762273
Consumer51005100
Total loans$77983%$2,43794%

Commercial Lending

The following schedule provides information regarding lending exposures to certain industries in our commercial lending portfolio.

Schedule 23

COMMERCIAL LENDING BY INDUSTRY GROUP 1

December 31, 2022December 31, 2021
(Dollar amounts in millions)AmountPercentAmountPercent
Finance and insurance$2,9929.8%$2,3038.1%
Real estate, rental and leasing2,8029.22,5368.9
Retail trade2,7519.02,4128.5
Manufacturing2,3877.82,3748.3
Healthcare and social assistance2,3737.82,3498.2
Public Administration2,3667.81,9596.9
Wholesale trade1,8806.21,7016.0
Transportation and warehousing1,4644.81,2734.5
Utilities 21,4184.61,4465.1
Construction1,3554.41,4565.1
Mining, quarrying, and oil and gas extraction1,3494.41,1854.2
Educational services1,3024.31,1634.1
Hospitality and food services1,2384.11,3534.8
Other Services (except Public Administration)1,0413.41,2134.2
Professional, scientific, and technical services9953.31,0843.8
Other 32,7829.12,6339.3
Total$30,495100.0%$28,440100.0%

1 Industry groups are determined by North American Industry Classification System (NAICS) codes.

2 Includes primarily utilities, power, and renewable energy.

3 At December 31, 2022, no other industry group individually exceeded 2.9%.

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Commercial Real Estate Loans

At December 31, 2022 and 2021, our CRE loan portfolio totaled $12.7 billion and $12.2 billion, representing approximately 23% and 24% of the total loan portfolio, respectively. The majority of our CRE loans are secured by real estate, which is primarily located within our geographic footprint.

At December 31, 2022, approximately 26% of the CRE loan portfolio matures in one year or less. Construction and land development loans generally mature in 18 to 36 months and contain full or partial recourse guarantee structures with one- to five-year extension options or roll-to-perm options that often result in term debt. Term CRE loans generally mature within a three- to seven-year period and consist of full, partial, and non-recourse guarantee structures. Typical term CRE loan structures include annually tested operating covenants that require loan rebalancing based on minimum debt service coverage, debt yield, or loan-to-value tests.

The following schedule provides information regarding lending exposures to certain collateral types in our commercial real estate lending portfolio.

Schedule 24

COMMERCIAL REAL ESTATE LENDING BY COLLATERAL TYPE

December 31, 2022December 31, 2021
(Dollar amounts in millions)AmountPercentAmountPercent
Commercial property
Multi-family$3,06824.1%$2,83523.2%
Industrial2,50919.71,99716.4
Office2,28117.92,37219.5
Retail1,52912.01,59413.1
Hospitality6955.46895.6
Land2762.22492.0
Other 11,72813.51,79214.7
Residential property
Single family3402.73803.1
Land750.6330.3
Condo/Townhome130.1100.1
Other 12251.82472.0
Total$12,739100.0%$12,198100.0%

1 Included in the total amount of the “Other” category was approximately $301 million and $440 million of unsecured loans at December 31, 2022 and 2021, respectively.

Underwriting on commercial properties is primarily based on the economic viability of the project with significant consideration given to the creditworthiness and experience of the sponsor. We generally require that the owner’s equity be injected prior to any advances. Re-margining requirements (required equity infusions upon a decline in value or cash flow of the collateral) are often included in the loan agreement along with guarantees of the sponsor.

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. Consideration is given to the expected market acceptance of the product, location, strength of the developer, and the ability of the developer to stay within budget. Progress inspections by qualified independent inspectors are routinely performed before disbursing loan funds. Advance rates will vary based on the collateral, viability of the project, and the creditworthiness of the sponsor, with exceptions granted on a case-by-case basis.

Real estate appraisals are performed in accordance with regulatory guidelines and are validated independently of the loan officer and the borrower, generally by our internal appraisal review team. In some cases, reports from automated valuation services are used or internal evaluations are performed. A new appraisal or evaluation is required when a loan deteriorates to a certain level of credit weakness.

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Loan agreements require regular 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.

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. 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.

In the event of default, we pursue any and all available sources of repayment, including from collateral and guarantors. A number of factors are considered when deciding whether to pursue a guarantor, including, but not limited to, the value and liquidity of other sources of repayment (collateral), the financial strength and liquidity of the guarantor, possible statutory limitations, and the overall cost of pursuing a guarantee versus the amount we are likely to recover.

Consumer Loans

Residential Mortgages

We originate first-lien residential home mortgages considered to be of prime quality. We generally hold variable-rate loans in our portfolio and sell “conforming” fixed-rate loans to third parties, including Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, for which we make representations and warranties that the loans meet certain underwriting and collateral documentation standards.

Our 1-4 family residential mortgage loan portfolio increased $1.2 billion, or 20%, to $7.3 billion at December 31, 2022, primarily due to an increased demand for variable-rate mortgages, which we have retained as part of our overall interest rate risk management strategy.

Home Equity Credit Lines

We also originate home equity credit lines (“HECL”). At December 31, 2022 and 2021, the outstanding balance of our HECL portfolio totaled $3.4 billion and $3.0 billion, respectively. The following schedule presents the composition of our HECL portfolio by lien status.

Schedule 25

HECL PORTFOLIO BY LIEN STATUS

December 31
(In millions)20222021
Secured by first liens$1,474$1,503
Secured by second (or junior) liens1,9031,513
Total$3,377$3,016

At December 31, 2022, loans representing less than 1% of the outstanding balance in the HECL portfolio were estimated to have combined loan-to-value (“CLTV”) ratios above 100%. An estimated CLTV ratio is the ratio of our loan plus any prior lien amounts divided by the estimated current collateral-value. At origination, underwriting standards for the HECL portfolio generally include a maximum 80% CLTV with high credit scores.

Approximately 91% of our HECL portfolio is still in the draw period, and about 18% of those loans are scheduled to begin amortizing within the next five years. We believe the risk of loss and borrower default in the event of a loan becoming fully amortizing and the effect of significant interest rate changes is minimal. The ratio of HECL net recoveries for the trailing twelve months to average balances at December 31, 2022 and 2021 was 0.03% and 0.01%, respectively. See Note 6 of the Notes to Consolidated Financial Statements for additional information on the credit quality of our 1-4 family residential mortgage portfolio and our HECL portfolio.

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Nonperforming Assets

Nonperforming assets include nonaccrual loans and other real estate owned (“OREO”) or foreclosed properties. Nonperforming assets as a percentage of loans and leases and OREO decreased to 0.27% at December 31, 2022, compared with 0.53% at December 31, 2021.

Total nonaccrual loans at December 31, 2022 decreased to $149 million from $271 million, reflecting strong credit quality improvements across most of our loan portfolios. The balance of nonaccrual loans can decrease due to paydowns, charge-offs, and the return of loans to accrual status under certain conditions. If a nonaccrual loan is refinanced or restructured, the new note is immediately placed on nonaccrual. If a restructured loan performs under the new terms for at least a period of six months, the loan can be considered for return to accrual status. See “Restructured Loans” and Note 6 of the Notes to Consolidated Financial Statements for more information on nonaccrual loans. The following schedule presents our nonperforming assets and accruing loans past due 90 days or more.

Schedule 26

NONPERFORMING ASSETS

(Dollar amounts in millions)December 31,
20222021202020192018
Nonaccrual loans:
Loans held for sale$$$$$6
Commercial:
Commercial and industrial5612414011082
PPP73
Leasing2
Owner-occupied2457766567
Municipal1
Commercial real estate:
Term1420311638
Consumer:
Real estate48661195255
Other111
Nonaccrual loans149271367243252
Other real estate owned1:
Commercial:
Commercial properties1452
Developed land1
Land1
Residential:
1-4 family12
Other real estate owned1484
Total nonperforming assets$149$272$371$251$256
Accruing loans past due 90 days or more:
Commercial:$5$7$2$9$7
Commercial real estate81
Consumer11212
Total$6$8$12$10$10
Ratio of nonaccrual loans to net loans and leases20.27%0.53%0.69%0.50%0.54%
Ratio of nonperforming assets to net loans and leases2 and other real estate owned0.27%0.53%0.69%0.51%0.55%
Ratio of accruing loans past due 90 days or more to net loans and leases20.01%0.02%0.02%0.02%0.02%

1 Does not include banking premises held for sale.

2 Includes loans held for sale.

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Troubled Debt Restructured Loans

Loans may be modified in the normal course of business for competitive reasons or to strengthen our collateral position. Loan modifications and restructurings may also occur when the borrower experiences financial difficulty and needs temporary or permanent relief from the original contractual terms of the loan. Loans that have been modified to accommodate a borrower who is experiencing financial difficulties, and for which we have granted a concession that we would not otherwise consider, are classified as troubled debt restructurings (“TDRs”). At December 31, 2022 and 2021, TDRs totaled $235 million and $326 million, respectively. Modifications that qualified for applicable accounting and regulatory exemptions for borrowers experiencing financial difficulties exclusively related to the COVID-19 pandemic were not classified and reported as TDRs.

If the restructured loan performs for at least six months according to the modified terms, and an analysis of the customer’s financial condition indicates that we are reasonably assured of repayment of the modified principal and interest, the loan may be returned to accrual status. The borrower’s payment performance prior to and following the restructuring is taken into account to determine whether a loan is returned to accrual status.

Schedule 27

ACCRUING AND NONACCRUING TROUBLED DEBT RESTRUCTURED LOANS

December 31,
(In millions)20222021202020192018
Restructured loans – accruing$197$221$198$78$112
Restructured loans – nonaccruing381051137590
Total$235$326$311$153$202

In the periods following the calendar year in which a loan was restructured, a loan may no longer be reported as a TDR if it is accruing, is in compliance with its modified terms, and yields a market rate (as determined and documented at the time of the modification or restructure). See Note 6 of the Notes to Consolidated Financial Statements for additional information regarding TDRs.

Schedule 28

TROUBLED DEBT RESTRUCTURED LOANS ROLLFORWARD

(In millions)20222021
Balance at beginning of year$326$311
New identified troubled debt restructuring and principal increases68235
Payments and payoffs(131)(117)
Charge-offs(9)(3)
No longer reported as troubled debt restructuring(3)(86)
Sales and other(16)(14)
Balance at end of year$235$326

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. The following schedules present the changes in and allocation of the ACL:

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Schedule 29

CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES

(Dollar amounts in millions)20222021202020192018
Loans and leases outstanding, on December 31,$55,653$50,851$53,476$48,709$46,714
Average loans and leases outstanding:
Commercial - excluding PPP loans28,50025,01425,19324,99023,333
Commercial - PPP loans7254,5664,534
Commercial real estate12,25112,13611,85411,67511,079
Consumer11,12210,26711,43511,60011,013
Total average loans and leases outstanding$52,598$51,983$53,016$48,265$45,425
Allowance for loan and lease losses:
Balance at beginning of year 1$513$777$497$495$518
Provision for loan losses101(258)38537(39)
Charge-offs:
Commercial72351135746
Commercial real estate145
Consumer1013141718
Total82481287869
Recoveries:
Commercial3229142568
Commercial real estate369
Consumer11109108
Total4342234185
Net loan and lease charge-offs39610537(16)
Balance at end of year$575$513$777$495$495
Reserve for unfunded lending commitments:
Balance at beginning of year 1$40$58$29$57$58
Provision for unfunded lending commitments21(18)292(1)
Balance at end of year$61$40$58$59$57
Total allowance for credit losses:
Allowance for loan and lease losses$575$513$777$495$495
Reserve for unfunded lending commitments6140585957
Total allowance for credit losses$636$553$835$554$552
Ratio of allowance for credit losses to net loans and leases, on December 31, 21.14%1.09%1.56%1.14%1.18%
Ratio of allowance for credit losses to nonaccrual loans, on December 31,427%204%228%228%224%
Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more, on December 31,410%198%220%220%216%
Ratio of total net charge-offs to average total loans and leases 30.07%0.01%0.20%0.08%(0.04)%
Ratio of commercial net charge-offs to average commercial loans0.14%0.02%0.33%0.13%(0.09)%
Ratio of commercial real estate net charge-offs to average commercial real estate loans0.00%(0.02)%0.01%(0.02)%(0.04)%
Ratio of consumer net charge-offs to average consumer loans(0.01)%0.03%0.04%0.06%0.09%

1 Beginning balances at January 1, 2020 for the allowance for loan and lease losses and reserve for unfunded lending commitments do not agree to their respective ending balances at December 31, 2019 because of the adoption of the CECL accounting standard.

2 The ratio of allowance for credit losses to net loans and leases (ex-PPP loans), at December 31, 2022 and 2021 was 1.15% and 1.13%, respectively.

3 The ratio of total net charge-offs to average loans and leases (ex-PPP loans), at December 31, 2022 and 2021 was 0.08% and 0.01%, respectively.

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Schedule 30

ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

December 31,
20222021202020192018
(Dollar amounts in millions)% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL
Loan segment
Commercial54.8%$31655.9%$33057.0%$49452.1%$38051.7%$371
Commercial real estate22.918924.011822.619123.712123.8127
Consumer22.313120.110520.415024.25324.554
Total100.0%$636100.0%$553100.0%$835100.0%$554100.0%$552

The total ACL increased $83 million during 2022, primarily due to loan growth and deterioration in economic scenarios, partially offset by improvements in credit quality. Due to the adoption of the current expected credit loss (“CECL”) standard in 2020, the ACL is not comparable to periods presented prior to that time.

The RULC, which represents a reserve for potential losses associated with off-balance sheet loan commitments, increased $21 million during 2022. The reserve is separately recorded on the consolidated balance sheet in “Other liabilities,” and any related increases or decreases in the reserve are recorded on the consolidated income statement in “Provision for unfunded lending commitments.”

See Note 6 of the Notes to Consolidated Financial Statements for additional information related to the ACL and credit trends experienced in each portfolio segment.

Interest Rate and Market Risk Management

Interest rate risk is the potential for reduced net interest income and other rate-sensitive income resulting from adverse changes in the level of interest rates. Market risk is the potential for loss arising from adverse changes in the fair value of fixed-income securities, equity securities, other earning assets, and derivative financial instruments as a result of changes in interest rates or other factors. Because we engage in transactions involving various financial products, we are exposed to both interest rate risk and market risk.

Our Board approves the overall 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. ALCO establishes and periodically revises policy limits and reviews with the ROC the limits and limit exceptions reported by management.

Interest Rate Risk

Interest rate risk is one of the most significant risks to which we are regularly exposed. We strive to position the Bank for interest rate changes and manage the balance sheet sensitivity to reduce net interest income volatility. We generally have granular, stable deposit funding. Much of this funding has an indeterminate life with no maturity and can be withdrawn at any time. However, because most deposits come from household and business accounts, their duration is generally long, compared with the short duration of our loan portfolio. As such, we are naturally “asset-sensitive” — meaning that our assets are expected to reprice faster or more significantly than our liabilities. In previous interest rate environments, we have added (1) interest rate swaps to synthetically increase the duration of the loan portfolio, (2) longer-duration securities, and (3) longer-duration loans to reduce the asset sensitivity to a level where an increase in interest rates of 100 bps would result in a positive change in net interest income.

Asset sensitivity measures depend upon assumptions we use for deposit runoff and repricing behavior. As interest rates rise, we expect some customers to move balances from demand deposits to interest-bearing accounts such as money market, savings, or certificates of deposit. Our models are particularly sensitive to the assumption about the rate of such migration.

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We also assume a correlation, referred to as a “deposit beta,” with respect to interest-bearing deposits, wherein the rates paid to customers change at a different pace when compared with changes in average benchmark interest rates. Generally, certificates of deposit are assumed to have a high correlation, while interest-bearing checking accounts are assumed to have a lower correlation. We anticipate that changes in deposit rates will lag changes in reference rates. Our modeled cost of total deposits for December 2023 is approximately 0.80% without the effect of additional Federal Reserve rate hikes. Additional rate hikes would be expected to result in further increases to the cost of total deposits.

Actual results may differ materially due to various factors, including the shape of the yield curve, competitive pricing, money supply, our credit worthiness, etc. We use our historical experience as well as industry data to inform our assumptions. The migration and correlation assumptions previously discussed result in deposit durations presented in the following schedule:

Schedule 31

DEPOSIT ASSUMPTIONS

December 31, 2022December 31, 2021
ProductEffective duration (unchanged)Effective duration (+200 bps)Effective duration (unchanged)Effective duration (+200 bps)
Demand deposits3.6%3.5%3.6%2.8%
Money market2.3%2.0%1.7%1.7%
Savings and interest-bearing3.1%2.8%2.4%2.2%

As the more rate-sensitive deposits have runoff, the effective duration of deposits has lengthened due to remaining deposits that are assumed to be less rate sensitive.

Additionally, we utilize derivatives to manage interest rate risk. The following schedule presents derivatives that are designated in qualifying hedging relationships at December 31, 2022. 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. See Note 7 of the Notes to Consolidated Financial Statements for additional information regarding the impact of these hedging relationships on interest income and expense.

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Schedule 32

DERIVATIVES DESIGNATED IN QUALIFYING HEDGING RELATIONSHIPS

2023202420252026
(Dollar amounts in millions)First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Cash flow hedges
Cash flow asset hedges 1
Average outstanding notional$7,500$7,033$6,733$6,433$6,000$5,666$5,233$4,733$3,488$2,033
Weighted-average fixed-rate received1.76%1.75%1.71%1.63%1.53%1.48%1.41%1.37%1.48%1.40%
2023202420252026202720282029203020312032
Fair value hedges
Fair value debt hedges 2
Average outstanding notional$500$500$500$500$500$500$500$$$
Weighted-average fixed-rate received1.70%1.70%1.70%1.70%1.70%1.70%1.70%%%%
Fair value asset hedges 3
Average outstanding notional$827$1,099$1,212$1,217$1,213$1,208$1,203$1,198$1,192$1,156
Weighted-average fixed-rate paid1.65%1.71%1.74%1.74%1.74%1.73%1.73%1.73%1.73%1.73%1.72%

1 Cash flow asset hedges consist of receive-fixed swaps hedging pools of floating-rate loans.

2 Fair value debt hedges consist of receive-fixed swaps hedging fixed-rate debt. The $500 million fair value debt hedge matures at the end of July 2029.

3 Fair value asset hedges consist of pay-fixed swaps hedging fixed-rate AFS securities. Increasing notional amounts are due to forward starting swaps.

Incorporating the 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 economic value of equity (“EVE”). Both EaR and EVE are based on a static balance sheet size under parallel interest rate changes ranging from -100 bps to +300 bps.

Schedule 33

INCOME SIMULATION – CHANGE IN NET INTEREST INCOME AND CHANGE IN ECONOMIC VALUE OF EQUITY

December 31, 2022December 31, 2021
Parallel shift in rates (in bps)1Parallel shift in rates (in bps)1
Repricing scenario-1000+100+200+300-1000+100+200+300
Earnings at Risk (EaR)(2.4)%%2.4%4.8%7.1%(5.2)%%11.2%22.7%33.6%
Economic Value of Equity (EVE)2.0%%(1.1)%(2.3)%(3.7)%20.9%%0.8%(0.5)%(1.2)%

1 Assumes rates cannot go below zero in the negative rate shift.

The asset sensitivity, as measured by EaR, decreased during 2022, primarily due to (1) deposit runoff, (2) an increase in receive-fixed-rate swap notional, (3) an increase in the amount of fixed-rate securities, and (4) a higher level of “base-case” net interest income, which reduced the percentage change for the same modeled dollar change in net interest income.

For interest-bearing deposits with indeterminate maturity, the weighted average modeled beta is 26%. If the weighted average deposit beta were to increase to 35%, the EaR in the +100 bps rate shock would change from 2.4% to 1.3%.

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The EaR analysis focuses on parallel rate shocks across the term structure of benchmark interest rates. In a non-parallel rate scenario where the overnight rate increases 200 bps, but the ten-year rate increases only 30 bps, the increase in EaR is modeled to be approximately two-thirds of the change associated with the parallel +200 bps rate change.

EaR has inherent limitations in describing expected changes in net interest income in rapidly changing interest rate environments due to a lag in asset and liability repricing behavior. As such, we expect net interest income to change due to “latent” and “emergent” interest rate sensitivity. Unlike EaR, which measures net interest income over 12 months, latent and emergent interest rate sensitivity explains changes in current quarter net interest income (ex-PPP), compared with expected net interest income in the same quarter one year forward.

Latent interest rate sensitivity refers to future changes in net interest income based upon past rate movements that have yet to be fully recognized in revenue, but will be recognized over the near term. We expect latent sensitivity to reduce net interest income by approximately 1% at December 31, 2023, compared with December 31, 2022 (ex-PPP).

Emergent interest rate sensitivity refers to future changes in net interest income based upon future interest rate movements and is measured from the latent level of net interest income. If interest rates rise consistent with the forward curve at December 31, 2022, we expect emergent sensitivity to reduce net interest income by approximately 1% from the latent sensitivity level, for a cumulative 2% reduction in net interest income.

Our focus on business banking also plays a significant role in determining the nature of our asset-liability management posture. At December 31, 2022, $25.2 billion of our commercial lending and CRE loan balances were scheduled to reprice in the next six months. Of these variable-rate loans, approximately 98% are tied to either the prime rate, London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”), American Interbank Offered Rate (“AMERIBOR”), or Bloomberg Short-term Bank Yield (“BSBY”). For these variable-rate loans, we have executed $7.3 billion of cash flow hedges by receiving fixed rates on interest rate swaps. At December 31, 2022, we also had $3.6 billion of variable-rate consumer loans scheduled to reprice in the next six months. The impact on asset sensitivity from commercial or consumer loans with floors has become insignificant as rates have risen. See Notes 3 and 7 of the Notes to Consolidated Financial Statements for additional information regarding derivative instruments.

LIBOR Transition

LIBOR is being phased out globally, and banks are required to migrate to alternative reference rates no later than June 2023. To facilitate the transition process, we instituted an orderly enterprise-wide program to identify, assess, and monitor risks associated with the expected discontinuance or unavailability of LIBOR. This program included active engagement or involvement of senior management, the Enterprise Risk Management Committee, industry working groups, and our regulators.

We have implemented processes, procedures, and systems to ensure contract risk is sufficiently mitigated. New originations, and any modifications or renewals of LIBOR-based contracts, contain fallback language to facilitate transition to an alternative reference rate. For our contracts that referenced LIBOR and had a duration beyond June 2023, all fallback provisions and variations were identified and classified based upon those provisions.

At December 31, 2022, we had approximately $14.2 billion in loans (mainly commercial loans), unfunded lending commitments, and securities referencing LIBOR. The amount of borrowed funds referencing LIBOR at December 31, 2022 was less than $1 billion. These amounts exclude derivative assets and liabilities on the consolidated balance sheet. At December 31, 2022, the notional amount of our LIBOR-referenced interest rate derivative contracts was $8.4 billion, of which nearly all related to contracts with central counterparty clearinghouses.

We support our customers’ needs by accommodating various alternative reference rates, including the Constant Maturity Treasury (“CMT”) rate, the FHLB rate, SOFR, BSBY, the prime rate, and AMERIBOR. During 2022, a significant number of customers voluntarily migrated to an alternative reference rate. We expect the remaining

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customers will move to an alternative rate index in accordance with the relevant fallback provisions in their contracts prior to June 2023. Under the Adjustable Interest Rate (LIBOR) Act of 2022, the Federal Reserve identified benchmark replacement rates for LIBOR contracts lacking fallback provisions with a clearly defined or practical replacement benchmark rate. Where applicable, these replacement rates will be used.

For more information on the transition from LIBOR, see related risk factors on page 13.

Market Risk — Fixed Income

We underwrite municipal and corporate securities. We also trade municipal, agency, and U.S. Treasury securities. This underwriting and trading activity exposes us to a risk of loss arising from adverse changes in the prices of these fixed-income securities.

At December 31, 2022 and 2021, we had $465 million and $372 million of trading assets, and $187 million and $254 million of securities sold, not yet purchased, respectively. We are exposed to market risk through changes in fair value. This includes market risk for interest rate swaps used to hedge interest rate risk.

Changes in the fair value of AFS securities and in interest rate swaps that qualify as cash flow hedges are included in AOCI for each financial reporting period. During 2022, the after-tax change in AOCI attributable to AFS securities decreased $2.7 billion, compared with a $336 million decrease during 2021, due largely to increases in benchmark interest rates. See Note 5 of the Notes to Consolidated Financial Statements for further information regarding the accounting for investment securities.

As discussed in the Net Interest Income and NIM section above, our deposit costs remained well controlled, reflecting the granularity of our deposit base and the extent of our noninterest-bearing deposits. This funding advantage is more pronounced in a rising interest rate environment, creating meaningful economic value that is not fully reflected on our balance sheet since deposits and related intangible assets are not recorded at fair value for accounting purposes.

Market Risk — Equity Investments

Through our equity investment activities, we own equity securities that are publicly traded. In addition, we own equity securities in governmental entities and companies, e.g., Federal Reserve Bank and the FHLB, that are not publicly traded. Equity investments may be accounted for at cost less impairment and adjusted for observable price changes, fair value, the equity method, or full consolidation methods of accounting, depending on our ownership position and degree of influence over the investees’ business. Regardless of the accounting method, the value of our investment is subject to fluctuation. Because the fair value of these securities may fall below the cost at which we acquired them, we are exposed to the possibility of loss. Equity investments in private and public companies are evaluated, monitored, and approved by members of management in our Equity Investments Committee and Securities Valuation Committee.

We hold both direct and indirect investments in predominantly pre-public companies, primarily through various SBIC venture capital funds as a strategy to provide beneficial financing, growth, and expansion opportunities to diverse businesses generally in communities within our geographic footprint. Our equity exposure to these investments was approximately $172 million and $179 million at December 31, 2022 and 2021, respectively. On occasion, some of the companies within our SBIC investments may issue an initial public offering (“IPO”). In this case, the fund is generally subject to a lockout period before liquidating the investment, which can introduce additional market risk. See Note 3 of the Notes to Consolidated Financial Statements for additional information regarding the valuation of our SBIC investments.

Liquidity Risk Management

Overview

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. Sources of liquidity include deposits, borrowings, equity, and unencumbered assets, such as marketable loans and investment securities.

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Since liquidity risk is closely linked to both credit risk and market risk, many of the previously described risk control mechanisms also apply to the monitoring and management of liquidity risk. We manage our liquidity to provide adequate funds for our customers’ credit needs, capital plan actions, anticipated financial and contractual obligations, which include withdrawals by depositors, debt and capital service requirements, and lease obligations.

Overseeing liquidity management is the responsibility of ALCO, which implements a Board-approved corporate Liquidity Policy. This policy addresses monitoring and maintaining adequate liquidity, diversifying funding positions, and anticipating future funding needs. The policy also includes liquidity ratio guidelines, such as a 30-day liquidity coverage ratio, that are used to monitor our liquidity positions as well as our various stress test and liquid asset measurements. We perform liquidity stress tests and assess our portfolio of highly liquid assets (sufficient to cover 30-day funding needs under stress scenarios). Our AFS investment securities are primarily held as a source of contingent liquidity. We target securities that can be readily turned into cash through repurchase agreements or sales. We manage our short-term funding needs through secured borrowing with securities pledged as collateral. At December 31, 2022, our investment securities portfolio of $23.5 billion and cash and money market investments of $4.4 billion, collectively comprised 31% of total assets.

Our Treasury group, under the direction of the Corporate Treasurer, manages our liquidity and funding, with oversight by ALCO. The Treasurer is responsible for recommending changes to existing funding plans and our policies related to liquidity and funding. These recommendations are submitted for approval to ALCO, and changes to the policies are also approved by the ERMC and the Board. We have adopted policy limits that govern liquidity risk. The policy requires us to maintain a buffer of highly liquid assets sufficient to cover cash outflows in the event of a severe liquidity crisis. We complied with this policy throughout 2022.

Liquidity Regulation

We perform liquidity stress tests and assess our portfolio of highly liquid assets (sufficient to cover 30-day funding needs under the stress scenarios) even though we are no longer subject to the enhanced prudential standards for liquidity management (Reg. YY). In addition, we exceed the regulatory requirements that mandate a buffer of securities and other liquid assets to cover 70% of 30-day cash outflows under the assumptions mandated therein, although we are no longer subject to the regulations of the Final LCR Rule.

Liquidity Management Actions

Our consolidated cash, interest-bearing deposits held as investments, federal funds sold, and securities purchased under agreements to resell totaled $4.4 billion at December 31, 2022, compared with $13.0 billion at December 31, 2021. During 2022, the primary sources of cash came from an increase in short-term funds borrowed, a decrease in money market investments, and net cash provided by operating activities. Uses of cash during the same period included primarily an increase in loans and leases, an increase in investment securities, and the redemption of long-term debt.

Total deposits were $71.7 billion at December 31, 2022, compared with $82.8 billion at December 31, 2021. The $11.1 billion decrease during 2022 was a result of a $5.3 billion and $6.5 billion decrease in noninterest-bearing demand deposits and savings and money market deposits, respectively, partially offset by a $0.7 billion increase in time deposits. Our core deposits, consisting of noninterest-bearing demand deposits, savings and money market deposits, and time deposits under $250,000, were $70.3 billion at December 31, 2022, compared with $81.9 billion at December 31, 2021.

At December 31, 2022, maturities of our long-term senior and subordinated debt ranged from June 2023 to October 2029. In February 2022, we redeemed $290 million of the 4-year, 3.35% senior notes.

Our cash payments for interest, reflected in operating expenses, increased to $160 million during 2022, from $81 million during 2021, primarily due to higher interest rates paid on deposits and borrowed funds and an increased balance of fed funds and other short-term borrowings. Additionally, we paid approximately $269 million of dividends on preferred and common stock during 2022, compared with $263 million during 2021. Dividends paid

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per common share were $1.58 in 2022, compared with $1.44 in 2021. In January 2023, the Board approved a quarterly common dividend of $0.41 per share.

General financial market and economic conditions impact our access to, and cost of, external financing. Access to funding markets is also directly affected by the credit ratings received 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. During 2022, Moody’s improved its credit rating and upgraded its outlook. The following schedule presents our credit ratings.

Schedule 34

CREDIT RATINGS

as of January 31, 2023:
Rating agencyOutlookLong-term issuer/senior debt ratingSubordinated debt ratingShort-term debt rating
KrollPositiveA-BBB+K2
S&PStableBBB+BBBNR
FitchStableBBB+BBBF1
Moody'sStableBaa1NRNR

The FHLB system and Federal Reserve Banks have been, and continue to be, a significant source of additional liquidity and funding. We are a member of the FHLB of Des Moines, which allows member banks to borrow against eligible loans and securities to satisfy liquidity and funding requirements. We are required to invest in FHLB and Federal Reserve stock to maintain our borrowing capacity. At December 31, 2022, our total investment in FHLB and Federal Reserve stock was $294 million and $68 million, respectively, compared with $11 million and $81 million at December 31, 2021.

The amount available for additional FHLB and Federal Reserve borrowings was approximately $13.4 billion at December 31, 2022, compared with $18.3 billion at December 31, 2021. Loans with a carrying value of approximately $27.6 billion at December 31, 2022 have been pledged at the FHLB of Des Moines and the Federal Reserve as collateral for current and potential borrowings, compared with $26.8 billion at December 31, 2021. At December 31, 2022, we had $7.1 billion of short-term FHLB borrowings outstanding and no Federal Reserve borrowings outstanding, compared with no FHLB or Federal Reserve borrowings outstanding at December 31, 2021.

Total borrowed funds increased by $9.2 billion during 2022, driven by increases in short-term borrowings as a result of loan growth and declines in interest-bearing deposits. These increases were partially offset by a decrease in long-term debt, primarily due to the redemption of senior notes during the first quarter of 2022.

We may, from time to time, issue additional preferred stock, senior or subordinated notes, or other forms of capital or debt instruments, depending on our capital, funding, asset-liability management, or other needs as market conditions warrant. These additional issuances may be subject to required regulatory approvals. We believe that our sources of available liquidity are adequate to meet all reasonably foreseeable short- and intermediate-term demands.

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Contractual Obligations

The following schedule summarizes our contractual obligations at December 31, 2022.

Schedule 35

CONTRACTUAL OBLIGATIONS

(In millions)One year or lessOver one year through three yearsOver three years through five yearsOver five yearsIndeterminable maturity 1Total
Deposits$2,038$209$61$1$69,343$71,652
Unfunded lending commitments7,6549,2172,9499,80829,628
Standby letters of credit:
Financial667667
Performance184184
Commercial letters of credit1111
Mortgage-backed security purchase agreements 22323
Commitments to make venture and other noninterest-bearing investments 37777
Federal funds and other short-term borrowings10,41710,417
Long-term debt 4128587715
Operating leases47673973226
Total contractual obligations$21,169$9,493$3,049$10,469$69,420$113,600

1 Indeterminable maturity deposits include noninterest-bearing demand, savings, and money market deposits.

2 Represents agreements with Farmer Mac to purchase securities backed by certain agricultural mortgage loans.

3 Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. 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 associated 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. These include software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supplies purchasing, and other goods and services used in the operation of our business. Some of these contracts are renewable or cancellable annually or in shorter time intervals. To secure favorable pricing concessions, we may also commit to contracts that may extend several years.

We enter into derivative contracts under which we are required either to receive or 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. 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. ERM assists employees, management, and the Board with assessing, measuring, managing, and monitoring this risk in accordance with our Risk Management Framework. For example, we have documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and the FDICIA.

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 or telecommunications, access customer data, or deny normal access to those systems to our legitimate customers; (4)

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regulatory compliance reviews; and (5) periodic reviews by our Compliance Risk Management, Internal Audit, Operational Risk Management, and Credit Examination departments. Reconciliation procedures have been established to ensure that data processing systems consistently and accurately capture critical data. In addition, the Data Governance department provides additional oversight of data integrity and data availability. Further, we maintain disaster recovery and business continuity plans for operational support in the event of natural or other disasters. We also mitigate certain operational risks through the purchase of insurance, including errors and omissions and professional liability insurance.

We continually strive to improve our operational risk management, including enhancement of risk identification, risk and control self-assessments, business process mappings, regular tests of controls, and anti-fraud measures, which are reported on a regular basis to enterprise management committees. The Operational Risk Committee reports directly to the ROC. Key measures have been established in line with our Risk Management Framework to increase oversight by ERM and Operational Risk Management through the strengthening of new initiative reviews and enhancements to enterprise supply chain and vendor risk management. We also continue to enhance and strengthen the Enterprise Business Continuity program, Enterprise Security program, and Enterprise Incident Management reporting.

Significant enhancements have also been made to governance, technology, and reporting, including the establishment of Policy and Committee Governance programs; the implementation of a governance, risk, and control system to manage and integrate business processes, risks, controls, assessments, and control testing; and the creation of an Enterprise Risk Profile and Operational Risk Profile. In addition, our Enterprise Exam Management department has standardized our response and reporting, and increased our effectiveness and efficiencies with regulatory examination, communications and issues management.

Technology Risk Management

Technology risk is the risk of adverse impact to business operations and customers due to reduced or denied availability or inadequate value delivery caused by technology-related assets, infrastructure, strategy or processes. 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. 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 initiative status, and other risks are regularly reviewed and approved by the Change, Initiatives, and Technology Committee. This Committee includes, among other senior executives, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Information Officer, and Chief Risk Officer. Initiative risk and change impact from the framework are reported to the ROC.

Technology governance is also in place at the operational level within our Enterprise and Technology Operations (“ETO”) division to help ensure safety, soundness, operational resiliency, and compliance with our technology and cybersecurity policy requirements. ETO management teams participate in enterprise architecture review boards and technology risk councils to address such issues as enterprise standards compliance and strategic alignment, cybersecurity vulnerability management, end-of-life, audit, risk and compliance issue management, and asset management. Thresholds are defined to escalate risks in these areas to the attention of the ROC and ERMC committees as appropriate.

Cybersecurity Risk Management

Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity and availability of data owned, stored or processed by the Bank. 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. To combat the ever-increasing sophistication of cyberattacks, we are continually improving methods for detecting and preventing attacks. We have implemented policies and procedures, benchmarked to industry, regulatory, and cybersecurity frameworks (e.g., National Institute of Standards and Technology), developed specific training for our employees, monitored threats through our Cybersecurity Operations Center, and

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have elevated our oversight and internal reporting to the Board and relevant committees. Further, we regularly engage independent third-party cybersecurity experts to test for vulnerabilities in our environment. We also conduct our own internal simulations and tabletop exercises as well as participate in financial sector-specific exercises. We have engaged consultants at both the strategic level and at the technology implementation level to assist us in better managing this critical risk. Cybersecurity defense and improving our resiliency against cybersecurity threats remain a key focus of our Board and all levels of management.

Capital Management

Overview

The Board is responsible for approving the policies associated with capital management. 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. Other major CMC responsibilities include:

•Setting overall capital targets within the Board-approved Capital Policy, monitoring performance compared with our Capital Policy limits, and recommending changes to capital including dividends, common stock issuances and repurchases, subordinated debt, and changes in major strategies to maintain ourselves at well-capitalized levels;

•Maintaining an adequate capital cushion to withstand adverse stress events while continuing to meet the borrowing needs of our customers, and to provide reasonable assurance of continued access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders; and

•Reviewing our agency ratings.

A strong capital position is vital to the achievement of our key corporate objectives, our continued profitability, and to promoting depositor and investor confidence. We have fundamental financial objectives and policies to consistently improve risk-adjusted returns on our shareholders’ capital, including (1) maintaining sufficient capital to support the current needs and growth of our businesses, and (2) fulfilling responsibilities to depositors and bondholders while managing capital distributions to shareholders through dividends and repurchases of common stock.

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 FRB. The timing and amount of capital actions are subject to various factors, including our financial performance, business needs, prevailing and anticipated economic conditions, and the results of our internal stress testing, as well as Board and OCC approval. Shares may be repurchased occasionally in the open market or through privately negotiated transactions.

Schedule 36

SHAREHOLDERS' EQUITY

(Dollar amounts in millions)December 31, 2022December 31, 2021Amount changePercent change
Shareholders’ equity:
Preferred stock$440$440$%
Common stock and additional paid-in capital1,7541,928(174)(9)
Retained earnings5,8115,17563612
Accumulated other comprehensive income(3,112)(80)(3,032)NM
Total shareholders' equity$4,893$7,463$(2,570)(34)%

Total shareholders’ equity decreased $2.6 billion, or 34% to $4.9 billion at December 31, 2022. A $636 million increase in retained earnings was offset by significant decreases in AOCI and common stock and additional paid-in capital.

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AOCI decreased $3.0 billion, primarily due to the decline in the fair value of fixed-rate AFS securities as a result of increases in benchmark interest rates. Absent any sales or credit impairment of these securities, the unrealized losses will not be recognized in earnings. We do not intend to sell any securities with unrealized losses. Although changes in AOCI are reflected in shareholders’ equity, they are excluded from regulatory capital, and therefore do not impact our regulatory ratios. We have excluded the impact of AOCI from certain non-GAAP financial measures, such as tangible common equity and related measures. See “Non-GAAP Financial Measures” on page 70 for further information. Refer also to Note 5 of the Notes to Consolidated Financial Statements for more discussion on our investment securities portfolio and related unrealized gains and losses.

Common stock and additional paid-in capital decreased $174 million, primarily due to common stock repurchases.

Capital Management Actions

Common shares outstanding decreased 3.0 million in 2022, due to common stock repurchases. During 2022, we repurchased 3.6 million common shares outstanding for $200 million, compared with 13.5 million common shares repurchased for $800 million during 2021. In January 2023, the Board approved a plan to repurchase up to $50 million of common shares outstanding during the first quarter of 2023. In February 2023, we repurchased 946,644 common shares outstanding for $50 million at an average price of $52.82.

Schedule 37

CAPITAL DISTRIBUTIONS

(In millions, except share data)20222021
Capital distributions:
Preferred dividends paid$29$29
Bank preferred stock redeemed126
Total capital distributed to preferred shareholders29155
Common dividends paid240232
Bank common stock repurchased 1202800
Total capital distributed to common shareholders4421,032
Total capital distributed to preferred and common shareholders$471$1,187
Weighted average diluted common shares outstanding (in thousands)150,271160,234
Common shares outstanding, at year-end (in thousands)148,664151,625

1 Includes amounts related to the common shares acquired from our publicly announced plans and those acquired in connection with our stock compensation plan. Shares were acquired from employees to pay for their payroll taxes and stock option exercise cost upon the exercise of stock options.

Under 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. As of January 1, 2023, we had $1.8 billion of retained net profits available for distribution.

We paid dividends on preferred stock of $29 million in both 2022 and 2021. The common stock dividend was $0.41 per share during the second half of 2022, compared with $0.38 during the first half of 2022. We paid common dividends of $240 million in 2022, compared with $232 million in 2021. In January 2023, the Board declared a quarterly dividend of $0.41 per common share payable on February 23, 2023, to shareholders of record on February 16, 2023.

Basel III

We are subject to Basel III capital requirements to maintain adequate levels of capital as measured by several regulatory capital ratios. At December 31, 2022, 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

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capital sufficiently in excess of internal and regulatory requirements for well-capitalized banks. The following schedule presents our capital and other performance ratios.

Schedule 38

CAPITAL RATIOS

December 31, 2022December 31, 2021December 31, 2020
Average equity to average assets6.6%9.0%10.0%
Return on average common equity16.0%14.9%7.2%
Return on average tangible common equity113.9%17.8%8.8%
Tangible equity ratio17.6%7.1%8.2%
Tangible common equity ratio17.1%6.6%7.5%
Basel III risk-based capital ratios:
Common equity tier 1 capital9.8%10.2%10.8%
Tier 1 risk-based10.5%10.9%11.8%
Total risk-based12.2%12.8%14.1%
Tier 1 leverage7.7%7.2%8.3%

1 See “Non-GAAP Financial Measures” on page 70 for more information regarding these ratios.

Our regulatory Tier 1 risk-based capital and total risk-based capital were $6.9 billion and $8.1 billion at December 31, 2022, compared with $6.5 billion and $7.7 billion, respectively, at December 31, 2021. See the “Supervision and Regulation” section on page 6 and Note 15 of the Notes to Consolidated Financial Statements for more information about Basel III capital requirements.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Note 1 of the Notes to Consolidated Financial Statements contains a summary of our significant accounting policies. Certain accounting policies that we consider critical are described below because their related balances and estimates are significant to the financial statements. 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. 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. The sensitivities in these schedules and examples are hypothetical and should be viewed with caution. Changes in estimates are based on variations in assumptions and are not subject to simple extrapolation, as the relationship of the change in the assumption to the change in the amount of the estimate may not be linear. In addition, the effect of a variation in one assumption is likely to cause changes in other assumptions, which could potentially magnify or counteract the sensitivities.

Allowance for Credit Losses

The ACL includes the ALLL and the RULC and 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. The ACL for our AFS and HTM debt securities portfolio is estimated separately from loans and is not reflected separately on the consolidated balance sheet due to immateriality. The ACL for debt securities was less than $1 million at both December 31, 2022 and 2021.

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The ACL may change significantly each period because the ACL is subject to economic forecasts that may change materially from period to period. Although we believe that our methodology for determining an appropriate level for the ACL adequately addresses the various components that could potentially result in credit losses, the processes and their elements include features that may be susceptible to significant change. Any unfavorable differences between the actual outcome of credit-related events and our estimates could require an additional provision for credit losses.

The ACL is calculated based on quantitative models and management’s qualitative judgment based on many factors over the life of loan. The primary assumptions of the quantitative model are the economic forecast, the length of the reasonable and supportable forecast period, the length of the reversion period, prepayment rates, and the credit quality of the portfolio. The quantitative ACL estimate is a probability-weighted amount based on losses under multiple economic scenarios that reflect optimistic, baseline, and stressed economic conditions. Management uses qualitative judgment to adjust standard probability weights to more closely reflect management’s assessments of current conditions and reasonable and supportable forecasts.

If the ACL was evaluated on the baseline economic scenario rather than probability weighting multiple scenarios, the quantitatively determined amount of the ACL at December 31, 2022 would decrease by approximately $86 million. 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, 2022 would increase by approximately $52 million. These sensitivity analyses are hypothetical and have been provided only to indicate the potential impact that changes in economic forecasts and changes in risk-grades may have on the ACL estimate. See Note 6 of the Notes to Consolidated Financial Statements for more information on the processes and methodologies used to estimate the ACL.

Fair Value Estimates

We measure certain of our assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. To increase consistency and comparability in fair value measurements, generally accepted accounting principles (“GAAP”) has established a three-level hierarchy to prioritize the valuation inputs among (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.

When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques use assumptions that market participants would consider in pricing the asset or the liability.

The selection and weighting of the various fair value techniques may result in a fair value higher or lower than the carrying value of the item being valued. Considerable judgment may be involved in determining the amount that is most representative of fair value.

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 developing fair value measurements. In certain cases, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about the assumptions market participants would use in estimating the fair value of the financial instrument. The models used to determine fair value adjustments are regularly evaluated by management for relevance under current facts and circumstances.

Changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. When market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value.

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Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary measure of accounting. Fair value is used on a nonrecurring basis to measure certain assets or liabilities (including loans held for sale and OREO) for impairment or for disclosure purposes in accordance with current accounting guidance.

Impairment analysis also relates to long-lived assets, goodwill, and core deposit and other intangible assets. An impairment loss is recognized if the carrying amount of the asset is not likely to be recoverable and exceeds its fair value. In determining the fair value, management uses models and applies the techniques and assumptions previously described.

AFS securities are valued using several methodologies, which depend on the nature of the security, availability of current market information, and other factors. AFS securities in an unrealized loss position are formally reviewed on a quarterly basis for the presence of credit impairment. If we have the intent to sell an identified security, or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, we first recognize an identified impairment. If we do not have the intent to sell a security, and it is more likely than not that we will not be required to sell a security prior to recovery of its amortized cost basis, then we determine whether there is any impairment attributable to credit-related factors. Credit-related impairment is recognized as an allowance. Full or partial write-offs of an AFS security are recorded in the period in which the security is deemed to be uncollectible.

While certain of our assets and liabilities are measured at fair value, such as our AFS securities, the majority of our assets and liabilities are not adjusted for changes in fair value. This asymmetrical accounting creates volatility in AOCI and equity.

Notes 1, 3, 5, 7, and 10 of the Notes to Consolidated Financial Statements and the “Investment Securities Portfolio” on page 42 contain further information regarding the use of fair value estimates.

Goodwill

Goodwill is recorded at fair value in the financial statements of a reporting unit at the time of its acquisition and is subsequently evaluated at least annually for impairment in accordance with current accounting standards.

We perform an evaluation during the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value of any of our reporting units, inclusive of goodwill, is less than fair value. We may elect to perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount is more likely than not to exceed its fair value, additional quantitative analysis is performed to determine the amount of goodwill impairment. If the fair value is less than the carrying value, an impairment is recorded for the difference. Goodwill impairment does not impact our regulatory capital ratios or tangible common equity ratio.

To determine the fair value of a reporting unit, we use (1) a market method that incorporates comparable publicly traded commercial banks along with data related to recent comparable merger and acquisition activity, and (2) an income method that consists of a discounted present value of management’s estimates of future cash flows.

Critical assumptions used as part of these methods generally include:

•Selection of comparable publicly traded companies based on location, size, and business focus and composition;

•Selection of market comparable acquisition transactions, if available, based on location, size, business focus and composition, and date of the transaction;

•The discount rate, which is based on our estimate of the cost of equity capital;

•The projections of future earnings and cash flows of the reporting unit;

•The relative weight given to the valuations derived by the two methods described previously; and

•The control premium associated with reporting units.

Since estimates are an integral part of the impairment test calculations, changes in these estimates could have a significant impact on our reporting units’ fair value and the goodwill impairment amount, if any. Estimates include

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economic conditions, which impact the assumptions related to interest and growth rates, loss rates, and imputed cost of equity capital. 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.

During the fourth quarter of 2022, we performed our annual goodwill impairment evaluation, effective October 1, 2022. Based on our evaluation, we determined that none of our reporting units were impaired.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Note 2 of the Notes to Consolidated Financial Statements discusses recently issued accounting pronouncements that we are, or will be, required to adopt. Also described is our expectation of the impact these new accounting pronouncements will have, to the extent they are material, on our financial condition or results of operations.

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. We use these non-GAAP financial measures to assess our performance and financial position. We believe that presenting these non-GAAP financial measures permits investors to assess our performance on the same basis as that applied by our management and the financial services industry.

Non-GAAP financial measures have inherent limitations and are not necessarily comparable to similar financial measures that may be presented by other financial services companies. Although non-GAAP financial measures are frequently used by stakeholders to evaluate a company, they have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results reported under GAAP.

Tangible Common Equity and Related Measures

Tangible common equity and related measures are non-GAAP measures that exclude the impact of intangible assets and their related amortization and accumulated other comprehensive income or loss. We believe these non-GAAP measures provide useful information about our use of shareholders’ equity and provide a basis for evaluating the performance of a business more consistently, whether acquired or developed internally.

Schedule 39

RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP)

Year Ended December 31,
(Dollar amounts in millions)202220212020
Net earnings applicable to common shareholders (GAAP)$878$1,100$505
Adjustments, net of tax:
Amortization of core deposit and other intangibles11
Net earnings applicable to common shareholders, net of tax(a)$879$1,101$505
Average common equity (GAAP)$5,472$7,371$7,050
Average goodwill and intangibles(1,022)(1,015)(1,015)
Average accumulated other comprehensive loss (income), net of tax1,863(164)(270)
Average tangible common equity (non-GAAP)(b)$6,313$6,192$5,765
Return on average tangible common equity (non-GAAP)(a/b)13.9%17.8%8.8%

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Schedule 40

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,
202220212020
Total shareholders’ equity (GAAP)$4,893$7,463$7,886
Goodwill and intangibles(1,065)(1,015)(1,016)
Accumulated other comprehensive loss (income), net of tax3,11280(325)
Tangible equity (non-GAAP)(a)6,9406,5286,545
Preferred stock(440)(440)(566)
Tangible common equity (non-GAAP)(b)$6,500$6,088$5,979
Total assets (GAAP)$89,545$93,200$81,479
Goodwill and intangibles(1,065)(1,015)(1,016)
Accumulated other comprehensive loss (income), net of tax$3,112$80$(325)
Tangible assets (non-GAAP)(c)$91,592$92,265$80,138
Common shares outstanding (in thousands)(d)148,664151,625164,090
Tangible equity ratio (non-GAAP)(a/c)7.6%7.1%8.2%
Tangible common equity ratio (non-GAAP)(b/c)7.1%6.6%7.5%
Tangible book value per common share (non-GAAP)(b/d)$43.72$40.15$36.44

Efficiency Ratio and Adjusted Pre-Provision Net Revenue

The efficiency ratio is a measure of operating expense relative to revenue. 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. Adjusted pre-provision net revenue enables management and others to assess our ability to generate capital. Taxable-equivalent net interest income allows us to assess the comparability of revenue arising from both taxable and tax-exempt sources.

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Schedule 41

EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP)

(Dollar amounts in millions)202220212020
Noninterest expense (GAAP)(a)$1,878$1,741$1,704
Adjustments:
Severance costs111
Other real estate expense, net11
Amortization of core deposit and other intangibles11
Restructuring costs1
Pension termination-related expense (income) 1(5)28
SBIC investment success fee accrual 2(1)7
Total adjustments(b)2431
Adjusted noninterest expense (non-GAAP)(a-b)=(c)$1,876$1,737$1,673
Net interest income (GAAP)(d)$2,520$2,208$2,216
Fully taxable-equivalent adjustments(e)373228
Taxable-equivalent net interest income (non-GAAP)(d+e)=(f)2,5572,2402,244
Noninterest income (GAAP)(g)632703574
Combined income (non-GAAP)(f+g)=(h)3,1892,9432,818
Adjustments:
Fair value and nonhedge derivative gain (loss)1614(6)
Securities gains, net(15)717
Total adjustments(i)1851
Adjusted taxable-equivalent revenue (non-GAAP)(h-i)=(j)$3,188$2,858$2,817
Pre-provision net revenue (non-GAAP)(h)-(a)$1,311$1,202$1,114
Adjusted pre-provision net revenue (non-GAAP)(j-c)1,3121,1211,144
Efficiency ratio (non-GAAP)(c/j)58.8%60.8%59.4%

1 Represents the expense incurred and a subsequent valuation adjustment related to termination of our defined benefit pension plan.

2 The success fee accrual is associated with the gains/(losses) from our SBIC investments. The gains/(losses) related to these investments are excluded from the efficiency ratio through securities gains (losses), net.

FY 2021 10-K MD&A

SEC filing source: 0000109380-22-000072.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

GAAP to NON-GAAP RECONCILIATIONS

This Form 10-K presents non-GAAP financial measures, in addition to Generally Accepted Accounting Principles (“GAAP”) financial measures, to provide investors with additional information. 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 as they provide a basis for period-to-period and company-to-company comparisons. We use these non-GAAP financial measures to assess our performance, financial position, and for presentations of our performance to investors. We believe that presenting these non-GAAP financial measures permits investors to assess our performance on the same basis as that applied by management.

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Non-GAAP financial measures have inherent limitations and are not necessarily comparable to similar measures that may be presented by other financial services companies. Although non-GAAP financial measures are frequently used by stakeholders to evaluate a company, they have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results reported under GAAP.

Tangible Common Equity and Related Measures

Tangible common equity and related measures are non-GAAP measures that exclude the impact of intangible assets. We believe these non-GAAP measures provide useful information about our use of shareholders’ equity and provide a basis for evaluating the performance of a company more consistently, whether acquired or developed internally.

Schedule 2

RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP)

Year Ended December 31,
(Dollar amounts in millions)202120202019
Net earnings applicable to common shareholders(a)$1,100$505$782
Average common equity (GAAP)$7,371$7,050$6,965
Average goodwill and intangibles(1,015)(1,015)(1,014)
Average tangible common equity (non-GAAP)(b)$6,356$6,035$5,951
Return on average tangible common equity (non-GAAP)(a/b)17.3%8.4%13.1%

Schedule 3

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,
202120202019
Total shareholders’ equity (GAAP)$7,463$7,886$7,353
Goodwill and intangibles(1,015)(1,016)(1,014)
Tangible equity (non-GAAP)(a)6,4486,8706,339
Preferred stock(440)(566)(566)
Tangible common equity (non-GAAP)(b)$6,008$6,304$5,773
Total assets (GAAP)$93,200$81,479$69,172
Goodwill and intangibles(1,015)(1,016)(1,014)
Tangible assets (non-GAAP)(c)$92,185$80,463$68,158
Common shares outstanding (thousands)(d)151,625164,090165,057
Tangible equity ratio (non-GAAP)(a/c)7.0%8.5%9.3%
Tangible common equity ratio (non-GAAP)(b/c)6.5%7.8%8.5%
Tangible book value per common share (non-GAAP)(b/d)$39.62$38.42$34.98

Efficiency Ratio and Adjusted Pre-Provision Net Revenue

The efficiency ratio is a measure of operating expense relative to revenue. We believe the efficiency ratio provides useful information regarding the cost of generating revenue. The methodology for determining the efficiency ratio may differ among companies. 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 well we are managing our expenses; adjusted pre-provision net revenue (“PPNR”) enables management and others to assess our ability to generate capital to cover credit losses through a credit cycle. Taxable-equivalent net interest income allows us to assess the comparability of revenue arising from both taxable and tax-exempt sources.

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Schedule 4

EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP)

(Dollar amounts in millions)202120202019
Noninterest expense (GAAP)(a)$1,741$1,704$1,742
Adjustments:
Severance costs1125
Other real estate expense, net1(3)
Amortization of core deposit and other intangibles11
Restructuring costs115
Pension termination-related expense 1(5)28
SBIC investment success fee accrual 27
Total adjustments(b)43138
Adjusted noninterest expense (non-GAAP)(a-b)=(c)$1,737$1,673$1,704
Net interest income (GAAP)(d)$2,208$2,216$2,272
Fully taxable-equivalent adjustments(e)322826
Taxable-equivalent net interest income (non-GAAP)(d+e)=(f)2,2402,2442,298
Noninterest income (GAAP)(g)703574562
Combined income (non-GAAP)(f+g)=(h)2,9432,8182,860
Adjustments:
Fair value and nonhedge derivative gain/(loss)14(6)(9)
Securities gains, net7173
Total adjustments(i)851(6)
Adjusted taxable-equivalent revenue (non-GAAP)(h-i)=(j)$2,858$2,817$2,866
Pre-provision net revenue (non-GAAP)(h)-(a)$1,202$1,114$1,118
Adjusted pre-provision net revenue (non-GAAP)(j-c)1,1211,1441,162
Efficiency ratio (non-GAAP)(c/j)60.8%59.4%59.5%

1 Represents the expense incurred to terminate our defined benefit pension plan during the second quarter of 2020, and a subsequent refund received during the first quarter of 2021.

2 The success fee accrual is associated with the gains/(losses) from our SBIC investments. The gains/(losses) related to these investments are excluded from the efficiency ratio through securities gains, net.

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Key Corporate Objectives

We conduct our operations through seven separately managed affiliates, each with its own local branding and management team. We focus our efforts and resources to maintain a competitive advantage and to achieve our desired growth objectives. In particular, we are strategically focused on four growth areas: small businesses, mid-sized commercial businesses, affluent customers, and capital markets. The graphic below illustrates these key corporate objectives.

We strive to achieve balanced growth of customers, PPNR, and earnings per share (“EPS”). Our incentive compensation plans are designed to support our growth objectives, as disclosed in our proxy statements. To facilitate the achievement of these objectives, we invest in the following five key areas, referred to as “strategic enablers”:

•Risk Management — we invest in enhanced risk management practices to ensure prudent risk taking and appropriate oversight.

•People and Empowerment — we invest in training our employees and providing them the tools and resources to build their capabilities, while promoting a diverse, inclusive, and equitable culture.

•Technology — we invest in technologies that will make us more efficient and enable us to remain competitive while helping to insulate us from the risks of bank-disrupting technology companies.

•Operational Excellence — we invest in and support ongoing improvements in how we safely and securely deliver value to our customers.

•Data and Analytics — we invest in advanced enterprise data and analytics to support local execution and prudent decision-making.

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RESULTS OF OPERATIONS

Navigating Through the Ongoing Pandemic

The COVID-19 pandemic continued to impact our operations throughout 2021, though its effects varied compared with the prior year.

•During 2020, credit concerns were high given the significant uncertainty of the depth and duration of the pandemic and the related shut-downs, which resulted in a significant increase in the allowance for credit losses. However, with strong government stimulus and the development of vaccines and treatments, consumer and business spending rebounded in 2021. As such, credit concerns abated significantly during 2021, resulting in significant releases of the credit loss reserves we added in 2020.

•Since the beginning of the pandemic, we funded $10.2 billion of Paycheck Protection Program (“PPP”) loans ($2.9 billion in 2021 and $7.3 billion in 2020) for approximately 77,000 customers, positively impacting loan balances and interest income. We ranked as the 10th largest originator of PPP loans by dollar volume of all the participating financial institutions, as disclosed by the U.S. Small Business Administration (“SBA”). In 2021, we continued to strengthen our relationships with more than 20,000 new-to-bank PPP customers, which resulted in additional revenue generating services. Total interest income from PPP loans during 2021 was $235 million, of which $138 million was related to accelerated recognition of net unamortized deferred fees on $6.5 billion of PPP loans forgiven by the SBA.

•Demand for loans softened considerably in 2020 as a result of increased uncertainty and reduced economic activity. Loan attrition continued in 2021, but reversed course during the latter half of the year. Excluding PPP, loan growth in the fourth quarter of 2021 was robust, reflecting one of our strongest growth rates in recent years.

•As with the prior year, we assisted our employees in adapting to a work-from-home environment, where applicable, to help limit the spread of COVID-19, by modifying operating hours, limiting lobby visits, and requiring masks, to help keep our employees and communities safe.

•The domestic money supply, as measured by the Federal Reserve, increased significantly in 2021. This increase, together with our ongoing efforts to deepen relationships with customers, positively affected our deposit growth.

•As 2021 progressed, we experienced elevated turnover rates in some of our entry-level jobs and found it increasingly difficult to fill employment vacancies, a challenge faced by many companies. In response, we have adjusted both cash and non-cash compensation and benefits to stem the turnover, which has generally normalized.

Our Financial Performance

This section and other sections provide information about our recent financial performance. For information about our results of operations for 2020 compared with 2019, see the respective sections in MD&A included in our 2020 Form 10-K.

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Column 1Column 2Column 3Column 4Column 5Column 6Column 7
Net Earnings Applicable to Common Shareholders(in millions)Diluted EPSAdjusted PPNR(in millions)Efficiency ratio
Column 1Column 2Column 3Column 4Column 5Column 6Column 7
Net earnings applicable to common shareholders increased from 2020, primarily due to a significant decrease in our reserves for credit losses and broad-based improvement in noninterest income year-over-year.Diluted earnings per share increased from 2020 as a result of increased net earnings and a 5.4 million decrease in average diluted shares, primarily due to share repurchases.Adjusted PPNR decreased from 2020, primarily due to the increase in other noninterest expense, driven by increases in salaries and benefits and professional and legal expenses, partially offset by increases in customer-related noninterest income.The efficiency ratio increased from the prior year, primarily as growth in adjusted noninterest expense outpaced growth in adjusted taxable-equivalent revenue.

Relative to 2020, our financial performance for 2021 reflects:

•Stable net interest income, driven largely by significant increases in average interest-earning assets. Growth in these assets contributed to compression in the net interest margin (“NIM”), given an increased concentration in lower-yielding assets, and the low interest rate environment.

•Significant growth of $11.1 billion, or 16%, in average interest-earning assets, and an increase of $12.6 billion, or 20%, in average total deposits. This deposit growth funded increases of $8.0 billion and $4.2 billion in average money market investments and average investment securities, respectively. We actively managed our balance sheet in view of the low interest rate environment, and evaluated opportunities to deploy excess liquidity into short-to-medium duration assets. We balanced competing objectives of increasing income, maintaining asset sensitivity to benefit from rising rates, maintaining sufficient liquidity for changes in deposit trends, and supporting loan growth.

•A $129 million, or 22%, increase in total noninterest income. Increases in customer-related fees were primarily due to improved customer transaction volume, new client activity, and deepening of existing client relationships, specifically resulting in the growth of card, commercial account, and wealth management fees. Increases in noncustomer-related revenue were driven largely by net securities gains related to our Small Business Investment Company (“SBIC”) investment portfolio.

•An increase of $37 million, or 2%, in noninterest expense, arising from inflationary and competitive labor pressures on wages and higher profit sharing expense, as well as increases in professional and legal services expenses, mainly due to various technology-related and other outsourced services associated with ongoing investments in our core technology systems.

•Strong credit performance. Net loan and lease charge-offs were $6 million, or 0.01% of average loans (ex-PPP), in 2021, compared with net charge-offs of $105 million, or 0.22% of average loans (ex-PPP), in the prior year. The provision for credit losses was a negative $276 million in 2021, compared with a positive $414 million in 2020, reflecting improvements in economic forecasts, loan portfolio changes, and strong credit quality.

•A decrease of $2.6 billion, or 5%, in total loans and leases, due to the forgiveness of PPP loans and a decline in 1-4 family residential mortgage loans. Excluding PPP loans, total loans and leases increased $1.1 billion, or 2%, reflecting improving loan growth trends during the second half of 2021.

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The result of the items discussed above yielded a 118% increase in net earnings applicable to common shareholders and a 125% increase in earnings per diluted share from the prior year.

The following schedule presents additional selected financial highlights. Prior period amounts have been reclassified to conform with the current period presentation, where applicable.

Schedule 5

SELECTED FINANCIAL HIGHLIGHTS 1

(Dollar amounts in millions, except per share amounts)2021/2020 Change20212020201920182017
For the Year
Net interest income%$2,208$2,216$2,272$2,230$2,065
Noninterest income+22%703574562552544
Total net revenue+4%2,9112,7902,8342,7822,609
Provision for credit lossesNM(276)41439(40)17
Noninterest expense+2%1,7411,7041,7421,6791,656
Pre-provision net revenue+8%1,2021,1141,1181,125988
Net income+109%1,129539816884592
Net earnings applicable to common shareholders+118%1,100505782850550
Per Common Share
Net earnings – diluted+125%6.793.024.164.082.60
Tangible book value at year-end+3%39.6238.4234.9831.9730.87
Market price – end+45%63.1643.4451.9240.7450.83
Market price – high+30%68.2552.4852.0859.1952.20
Market price – low+79%42.1223.5839.1138.0838.43
At Year-End
Assets+14%93,20081,47969,17268,74666,288
Loans and leases, net of unearned income and fees-5%50,85153,47648,70946,71444,780
Deposits+19%82,78969,65357,08554,10152,621
Common equity-4%7,0237,3206,7877,0127,113
Performance Ratios
Return on average assets1.29%0.71%1.17%1.33%0.91%
Return on average common equity14.9%7.2%11.2%12.1%7.7%
Return on average tangible common equity17.3%8.4%13.1%14.2%9.0%
Net interest margin2.72%3.15%3.54%3.61%3.45%
Net charge-offs to average loans and leases (ex-PPP)0.01%0.22%0.08%(0.04)%0.17%
Total allowance for credit losses to loans and leases outstanding (ex-PPP)1.13%1.74%1.14%1.18%1.29%
Capital Ratios at Year-End
Common equity tier 1 capital10.2%10.8%10.2%11.7%12.1%
Tier 1 leverage7.2%8.3%9.2%10.3%10.5%
Tangible common equity6.5%7.8%8.5%8.9%9.3%
Other Selected Information
Weighted average diluted common shares outstanding (in thousands)-3%160,234165,613186,504206,501209,653
Bank common shares repurchased (in thousands)+710%13,4971,66623,50512,9437,009
Dividends declared+6%1.441.361.281.040.44
Common dividend payout ratio 221.1%44.6%29.0%23.8%16.2%
Capital distributed as a percentage of net earnings applicable to common shareholders 394%59%170%103%74%
Efficiency ratio60.8%59.4%59.5%59.6%62.3%

1This table includes certain non-GAAP measures. See “GAAP to Non-GAAP Reconciliations” on page 22 for more information.

2The 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.

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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 is approximately 76% of our net revenue (net interest income plus noninterest income) for the year. The NIM is derived from both the amount of interest-earning assets and interest-bearing liabilities and their respective yields and rates.

Schedule 6

NET INTEREST INCOME AND NET INTEREST MARGIN

Amount changePercent changeAmount changePercent change
(Dollar amounts in millions)202120202019
Interest and fees on loans$1,935$(115)(6)%$2,050$(239)(10)%$2,289
Interest on money market investments2175014(18)(56)32
Interest on securities31172304(58)(16)362
Total interest income2,267(101)(4)2,368(315)(12)2,683
Interest on deposits30(75)(71)105(149)(59)254
Interest on short- and long-term borrowings29(18)(38)47(110)(70)157
Total interest expense59(93)(61)152(259)(63)411
Net interest income$2,208$(8)%$2,216$(56)(2)%$2,272
Average interest-earning assets$82,267$11,10816%$71,159$6,21710%$64,942
Average interest-bearing liabilities40,7502,5127%38,2385631%37,675
bpsbps
Yield on interest-earning assets 12.79%(58)3.37%(80)4.17%
Rate paid on total deposits and interest-bearing liabilities10.07%(15)0.22%(45)0.67%
Cost of total deposits 10.04%(13)0.17%(29)0.46%
Net interest margin 12.72%(43)3.15%(39)3.54%

1 Rates are calculated using amounts in thousands and a tax rate of 21% for the periods presented.

Net interest income remained relatively stable at $2.2 billion in 2021, relative to the prior year, and was driven largely by a significant increase in average interest-earning assets. Growth in these assets had a dilutive effect on the NIM, given an increased concentration in lower-yielding assets and the low interest rate environment.

Average interest-earning assets increased $11.1 billion, or 16%, driven by growth in average money market investments and investment securities. These increases were partially offset by declines in consumer mortgage loans. Average money market investments, including short-term deposits held at the Federal Reserve, increased to 13.4% of average interest-earning assets, compared with 4.3%. Average securities increased to 23.3% of average interest-earning assets, compared with 21.1%, as we have actively deployed excess liquidity into short-to-medium duration assets.

The NIM was 2.72%, compared with 3.15%. The yield on average interest-earning assets was 2.79% in 2021, a decrease of 58 basis points (“bps”). The yield on total loans decreased 13 bps to 3.76%, compared with 3.89%. Excluding PPP loans, the yield on loans decreased 33 bps. The yield on securities decreased 42 bps, primarily due to lower yields on re-investment of principal payments and other purchases throughout 2021.

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Average loans and leases decreased $1.0 billion, or 2%, from $53.0 billion in 2020, primarily due to a decrease in 1-4 family residential mortgage loans. The decline in our mortgage loan portfolio is partly due to the low interest rate environment and refinancing activity. We generally originate residential mortgage loans and sell them to government-sponsored entities as part of our interest rate risk management efforts to limit our balance sheet exposure to long-term assets.

Since early 2020, we provided assistance to many small businesses through the SBA PPP and originated a total of $10.2 billion in PPP loans. During 2021 and 2020, PPP loans totaling $6.5 billion and $1.3 billion, respectively, were forgiven by the SBA. The yield on these loans was 5.16% and 3.22% for 2021 and 2020, respectively, and was positively impacted by accelerated amortization of deferred fees on paid off or forgiven PPP loans of $138 million and $26 million. At December 31, 2021 and 2020, the remaining unamortized net origination fees on these loans totaled $45 million and $102 million, respectively.

Average total deposits increased $12.6 billion to $76.3 billion at an average cost of 0.04% in 2021, from $63.7 billion at an average cost of 0.17% in 2020. Average interest-bearing liabilities increased $2.5 billion, or 7%, and the average rate paid on interest-bearing liabilities decreased 26 bps to 0.14%. The rate paid on total deposits and interest-bearing liabilities was 0.07%, a significant decrease from 0.22% during 2020, which was primarily due to low interest-bearing deposit rates and strong noninterest-bearing deposit growth.

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Average available-for-sale (“AFS”) securities balances increased $4.2 billion, or 29%, in 2021, from $14.2 billion in 2020, mainly due to an increase in our mortgage-backed securities portfolio.

Average borrowed funds decreased $1.4 billion in 2021, with average short-term borrowings decreasing $1.1 billion, and average long-term borrowings decreasing $0.3 billion. The average rate paid on short-term borrowings decreased 45 bps; the rate paid on long-term debt decreased 9 bps from the prior year, primarily due to senior debt that matured during 2021. We continued to rely less on borrowed funds due to strong deposit growth during the year.

Refer to the “Interest Rate and Market Risk Management” section on page 57 for more information on how we manage interest rate risk, and the “Liquidity Risk Management” section beginning on page 62 for more information on how we manage liquidity risk.

The following schedule summarizes the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets and the costs of interest-bearing liabilities.

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Schedule 7 - AVERAGE BALANCE SHEETS, YIELDS, AND RATES

20212020
(Dollar amounts in millions)Average balanceAmount ofinterestAveragerate 1Average balanceAmount ofinterestAveragerate 1
ASSETS
Money market investments:
Interest-bearing deposits$8,917$120.14%$965$50.49%
Federal funds sold and security resell agreements2,12990.402,08990.44
Total money market investments11,046210.193,054140.46
Securities:
Held-to-maturity562172.97618223.54
Available-for-sale18,3652921.5914,2082842.00
Trading account246114.4316774.36
Total securities 219,1733201.6714,9933132.09
Loans held for sale6512.359643.89
Loans and leases 3
Commercial - excluding PPP loans25,0149503.8025,1931,0364.11
Commercial - PPP loans4,5662355.164,5341463.22
Commercial real estate12,1364183.4411,8544583.87
Consumer10,2673543.4411,4354253.71
Total loans and leases51,9831,9573.7653,0162,0653.89
Total interest-earning assets82,2672,2992.7971,1592,3963.37
Cash and due from banks605619
Allowance for credit losses on loans and debt securities(612)(733)
Goodwill and intangibles1,0151,015
Other assets4,1223,997
Total assets$87,397$76,057
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits:
Saving and money market$36,717$210.06%$31,100$600.19%
Time2,02090.413,706451.22
Total interest-bearing deposits38,737300.0834,8061050.30
Borrowed funds:
Federal funds purchased and other short-term borrowings80210.071,888100.52
Long-term debt1,211282.361,544372.45
Total borrowed funds2,013291.453,432471.39
Total interest-bearing liabilities40,750590.1438,2381520.40
Noninterest-bearing demand deposits37,52028,883
Other liabilities1,2591,320
Total liabilities79,52968,441
Shareholders’ equity:
Preferred equity497566
Common equity7,3717,050
Total shareholders’ equity7,8687,616
Total liabilities and shareholders’ equity$87,397$76,057
Spread on average interest-bearing funds2.652.97
Net impact of noninterest-bearing sources of funds0.070.18
Net interest margin$2,2402.72$2,2443.15
Memo: Total loans and leases, excluding PPP loans47,4171,7223.6348,4821,9193.96
Memo: Total cost of deposits0.040.17
Memo: Total deposits and interest-bearing liabilities78,270590.0767,1211520.22

1 Rates are calculated using amounts in thousands and tax rates of 21% for 2021, 2020, 2019 and 2018, and 35% for 2017. The taxable-equivalent rates used are the rates that were applicable at the time of each respective reporting period.

2 Interest on total securities included $118 million and $111 million of taxable-equivalent premium amortization for 2021 and 2020, respectively.

3 Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

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201920182017
Average balanceAmount ofinterestAveragerate 1Average balanceAmount ofinterestAveragerate 1Average balanceAmount ofinterestAveragerate 1
$717$162.23%$758$151.90%$1,105$121.06%
629162.61602142.3943471.65
1,346322.411,360292.121,539191.23
706263.69781283.56776313.95
14,3893402.3614,7123282.2314,9073132.10
14764.4510943.976423.75
15,2423722.4515,6023602.3115,7473462.20
8932.905324.638733.56
24,9901,2154.8623,3331,1184.7922,1169644.36
11,6755975.1111,0795494.9511,1845044.50
11,6004904.2211,0134454.0410,2013913.84
48,2652,3024.7745,4252,1124.6543,5011,8594.27
64,9422,7094.1762,4402,5034.0160,8742,2273.65
610549786
(501)(495)(548)
1,0141,0151,019
3,5063,0602,985
$69,571$66,569$65,116
$26,852$1600.60%$25,480$810.32%$25,453$390.15%
4,868941.943,876541.382,966200.69
31,7202540.8029,3561350.4628,419590.21
4,7191112.364,562881.934,096441.05
1,236463.69535285.21417245.79
5,9551572.645,0971162.274,513681.49
37,6754111.0934,4532510.7332,9321270.38
23,36123,82723,781
1,004699624
62,04058,97957,337
566566631
6,9657,0247,148
7,5317,5907,779
$69,571$66,569$65,116
3.083.283.27
0.460.330.18
$2,2983.54$2,2523.61$2,1003.45
48,2652,3024.7745,4252,1124.6543,5011,8594.27
0.460.250.11
61,0364110.6758,2802510.7856,7131270.40

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The following schedule presents year-to-year changes in net interest income on a fully taxable-equivalent basis for the years indicated. For purposes of calculating the yields in this schedule, the average loan balances also include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized into interest income, but are applied as a reduction to the principal outstanding. In addition, interest on restructured loans is generally accrued at modified rates.

In the analysis of taxable-equivalent net interest income changes due 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.

Schedule 8

ANALYSIS OF TAXABLE-EQUIVALENT NET INTEREST INCOME CHANGES DUE TO VOLUME AND RATE

2021 over 20202020 over 2019
Changes due toTotal changesChanges due toTotal changes
(In millions)VolumeRate1VolumeRate1
INTEREST-EARNING ASSETS
Money market investments:
Interest-bearing deposits$11$(4)$7$1$(12)$(11)
Federal funds sold and security resell agreements1(1)6(13)(7)
Total money market investments12(5)77(25)(18)
Securities:
Held-to-maturity(1)(4)(5)(3)(1)(4)
Available-for-sale66(58)8(4)(52)(56)
Trading account4411
Total securities69(62)7(6)(53)(59)
Loans held for sale(1)(2)(3)(1)21
Loans and leases2
Commercial - excluding SBA PPP loans(7)(79)(86)9(188)(179)
Commercial - SBA PPP loans18889146146
Commercial real estate10(50)(40)6(145)(139)
Consumer(39)(32)(71)(5)(60)(65)
Total loans and leases(35)(73)(108)10(247)(237)
Total interest-earning assets45(142)(97)10(323)(313)
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Saving and money market2(41)(39)9(109)(100)
Time(6)(30)(36)(14)(35)(49)
Total interest-bearing deposits(4)(71)(75)(5)(144)(149)
Borrowed funds:
Federal funds purchased and other short-term borrowings(9)(9)(15)(86)(101)
Long-term debt(8)(1)(9)7(16)(9)
Total borrowed funds(8)(10)(18)(8)(102)(110)
Total interest-bearing liabilities(12)(81)(93)(13)(246)(259)
Change in taxable-equivalent net interest income$57$(61)$(4)$23$(77)$(54)

1 Taxable-equivalent rates used where applicable.

2 Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

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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”). The ALLL represents the estimated current expected credit losses related to the loan and lease portfolio as of the balance sheet date. The RULC represents the estimated reserve for current expected credit losses associated with off-balance sheet commitments. Changes in the ALLL and RULC, net of charge-offs and recoveries, are recorded as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, in the income statement. The ACL for debt securities is estimated separately from loans.

On January 1, 2020, we adopted Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and its subsequent updates, often referred to as the Current Expected Credit Loss (“CECL”) model. Upon adoption of this ASU, we recorded the full amount of the ACL for loans and leases of $526 million, resulting in an after-tax increase to retained earnings of $20 million. The impact of the adoption of CECL for our securities portfolio was less than $1 million. As a result of the CECL accounting standard, the ACL is subject to economic forecasts that may change materially from period to period.

The provision for credit losses, which is the combination of both the provision for loan losses and the provision for unfunded lending commitments, was a negative $276 million in 2021, compared with a positive $414 million in 2020. The ACL decreased $282 million to $553 million at December 31, 2021. The ratio of ACL to net loans and leases (ex-PPP) at December 31, 2021 and 2020 was 1.13% and 1.74%, respectively. The provision for security losses was less than $1 million during 2021 and 2020.

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The ACL was $553 million at December 31, 2021, compared with $835 million at December 31, 2020. The bar chart above shows the broad categories of change in the ACL from the prior year period. The second bar represents changes in economic forecasts and current economic conditions, which decreased the ACL by $220 million from the prior year due to improvements in both realized economic results and economic forecasts, compared with the economic stress caused by the COVID-19 pandemic in the prior year, and was partially offset by the expected impact of the resurgence of COVID-19 cases resulting from the Omicron variant.

The third bar represents changes in credit quality factors and includes risk-grade migration and specific reserves against loans, which, when combined, decreased the ACL by $25 million, indicating significant improvements in credit quality. Net loan and lease charge-offs were $6 million, or 0.01% of average loans (ex-PPP) in 2021, compared with $105 million, or 0.22% of average loans (ex-PPP) in the prior year, reflecting strong credit performance.

The fourth bar represents loan portfolio changes, driven by changes in portfolio mix, the aging of the portfolio, and other risk factors; all of which resulted in a $37 million reduction in the ACL. See Note 6 of the Notes to Consolidated Financial Statements for more information on how we determine the appropriate level of the ALLL and the RULC.

Noninterest Income

Noninterest income represents revenue we earn from products and services that generally have no associated interest rate or yield and is classified as either customer-related fees or noncustomer-related revenue. Customer-related fees exclude items such as securities gains and losses, dividends, insurance-related income, and mark-to-market adjustments on certain derivatives.

Total noninterest income increased $129 million, or 22%, in 2021. Noninterest income accounted for 24% and 21% of net revenue during 2021 and 2020, respectively. The following schedule presents a comparison of the major components of noninterest income.

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Schedule 9

NONINTEREST INCOME

(Dollar amounts in millions)2021Amount changePercent change2020Amount changePercent change2019
Commercial account fees$134$97%$125$43%$121
Card fees95131682(10)(11)92
Retail and business banking fees746968(10)(13)78
Loan-related fees and income95(14)(13)109344575
Capital markets and foreign exchange fees73(4)(5)77(1)(1)78
Wealth management fees 1506144441040
Other customer-related fees541023443741
Total customer-related fees575265%549245%525
Fair value and nonhedge derivative income (loss)1420NM(6)3(33)(9)
Dividends and other income43197924(19)(44)43
Securities gains (losses), net7164NM74NM3
Total noncustomer-related revenue128103NM25(12)(32)37
Total noninterest income$703$12922%$574$122%$562

1 Wealth management fees for 2020 and 2019 included certain retirement service-related fees of $3 million in both periods. Beginning in 2021, those fees, which totaled $4 million, were reported in other customer-related fees.

Customer-related Fees

Customer-related fee income growth is a result of our focus on our key corporate objectives. By providing high-quality treasury management products, wealth management advisory services, and capital market solutions, we seek to deepen existing relationships with our commercial and small business customers.

Total customer-related fees increased $26 million, or 5%, in 2021, largely driven by improved customer transaction volume and new client activity during the year, compared with the more-stressed economic activity impacted by the COVID-19 pandemic in the prior year.

Key drivers impacting customer-related fees include:

•Card fees increased $13 million, or 16%, in 2021, due to increased economic activity and transaction volume. Commercial account fees increased $9 million or 7%, for similar reasons.

•Wealth management fee income increased $6 million, or 14%, resulting from continued growth in assets and further adoption of wealth and advisory services from our customer base. Consequently, our assets under management increased $2.3 billion, or 26%, to $11.0 billion at December 31, 2021, which included meaningful increases in net new assets.

•Loan-related fees and income decreased $14 million or 13%, in 2021, primarily due to a decline in mortgage banking income, particularly lower margins on loan sales.

•Capital markets and foreign exchange income decreased $4 million, or 5%, primarily due to reduced interest rate swap sales. During the prior year, as a result of the low interest rate environment, many commercial customers purchased interest rate swaps from us to effectively fix the interest rate on their variable-rate loans. The decrease was partially offset by an increase in loan syndication fees.

Noncustomer-related Revenue

Total noncustomer-related revenue increased $103 million in 2021, primarily due to a $64 million increase in net securities gains and losses, which was largely driven by net gains related to our SBIC investment portfolio. During the fourth quarter of 2021, we recognized a $31 million realized gain resulting from the sale of one of our SBIC investments. During 2021, we also recognized a net $23 million unrealized gain related to our investment in Recursion Pharmaceuticals, Inc., which completed an initial public offering (“IPO”) in the second quarter of 2021.

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Fair value and nonhedge derivative income increased $20 million, due to recognized net gains related to credit valuation adjustments (“CVA”) on client-related interest rate swaps, compared with net CVA losses in the prior year period. The CVA may fluctuate from period to period based on the credit quality of our clients and changes in interest rates, which impact the value of, and our credit exposure to, the client-related interest rate swaps.

Dividends and other income increased $19 million, or 79%, primarily due to a $12 million gain on sale of certain bank-owned facilities during 2021. These sales related to the consolidation of a substantial portion of our technology and operations facilities in advance of occupying our new Corporate Technology Center, which is expected to be completed in mid-2022.

Noninterest Expense

The following schedule presents a comparison of the major components of noninterest expense.

Schedule 10

NONINTEREST EXPENSE

(Dollar amounts in millions)2021Amount changePercent change2020Amount changePercent change2019
Salaries and employee benefits$1,127$404%$1,087$(54)(5)%$1,141
Occupancy, net13111130(3)(2)133
Furniture, equipment and software, net12811127(8)(6)135
Other real estate expense, net(1)NM14NM(3)
Credit-related expense264182221020
Professional and legal services6816315251147
Advertising191919
FDIC premiums252525
Other217(24)(10)241167225
Total noninterest expense$1,741$372%$1,704$(38)(2)%$1,742
Adjusted noninterest expense$1,737$644%$1,673$(31)(2)%$1,704

Noninterest expense increased $37 million, or 2%, in 2021, relative to the prior year, primarily due to salaries and benefits expense, which represented the largest component, or 65% and 64%, of total noninterest expense during the same time periods, respectively. The following schedule presents detail of the major segments of salaries and employee benefits expense.

Schedule 11

SALARIES AND EMPLOYEE BENEFITS

(Dollar amounts in millions)2021Amount/quantity changePercent change2020Amount/quantity changePercent change2019
Salaries and bonuses$935$172%$918$(35)(4)%$953
Employee benefits:
Employee health and insurance83(3)(3)863483
Retirement and profit sharing57184639(10)(20)49
Payroll taxes and other fringe benefits5281844(12)(21)56
Total benefits1922314169(19)(10)188
Total salaries and employee benefits$1,127$404%$1,087$(54)(5)%$1,141
Full-time equivalent employees at December 31,9,6857%9,678(510)(5)%10,188

Salaries and benefits expense increased $40 million, or 4%, primarily due to inflationary and competitive labor pressures on wages and higher profit sharing expense as a result of improved profitability. We had 9,685 full-time equivalent employees at December 31, 2021, which remained relatively flat when compared with the prior year. We believe that inflation and the competitive labor market may continue to impact our salaries and benefits expense.

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Professional and legal services expense increased $16 million, or 31%, mainly due to various technology-related and other outsourced services related to our ongoing investment in our core technology systems.

Other noninterest expense decreased $24 million, or 10%, primarily due to higher expenses in the prior year, including a $30 million charitable contribution (compared with $10 million in 2021) and a $28 million pension termination-related expense in 2020. The decrease in expense was partially offset by an increase of $14 million in software licenses and maintenance and a $7 million increase in success fee accruals associated with net gains on our SBIC investments in 2021.

Adjusted noninterest expense increased $64 million, or 4%, primarily due to the increases in noninterest expense previously discussed. The efficiency ratio was 60.8%, compared with 59.4%. For information on non-GAAP financial measures, including differences between noninterest expense and adjusted noninterest expense, see page 22.

Income Taxes

The following schedule summarizes the income tax expense and effective tax rates for the periods presented.

Schedule 12

INCOME TAXES

(Dollar amounts in millions)202120202019
Income before income taxes$1,446$672$1,053
Income tax expense317133237
Effective tax rate21.9%19.8%22.5%

The income tax rates for the tax years presented above were reduced by nontaxable municipal interest income and nontaxable income from certain bank-owned life insurance (“BOLI”), and were increased by the nondeductibility of FDIC premiums, certain executive compensation, and other fringe benefits. The tax rate for 2020 was also reduced as a result of the proportional increase in nontaxable items and tax credits relative to pretax book income, as compared with 2021 and 2019. Our investments in technology initiatives, low-income housing, and municipal securities during 2021, 2020, and 2019, generated tax credits and nontaxable income that benefited the tax rate for each respective year.

We had a net deferred tax asset (“DTA”) of $96 million at December 31, 2021, compared with a net deferred tax liability (“DTL”) of $3 million at December 31, 2020. The increase to a DTA from a DTL resulted primarily from an increase in unrealized losses in accumulated other comprehensive income (“AOCI”) associated with investment securities and the capitalization of expenses related to intangible assets, and was partially offset by significant negative provisions for credit losses during 2021.

We had no valuation allowance at December 31, 2021. See Note 20 of the Notes to Consolidated Financial Statements for more information about the factors that impacted our effective tax rate, significant components of our DTAs and DTLs, and our assessment of any potential additional valuation allowances.

Preferred Stock Dividends

Preferred stock dividends totaled $29 million in 2021, and $34 million in both 2020 and 2019. The decrease in preferred dividends was due to the redemption of the outstanding shares of our Series H preferred stock during the second quarter of 2021. See further details in Note 14 of the Notes to Consolidated Financial Statements.

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BUSINESS SEGMENT RESULTS

We manage our operations through seven affiliate banks located in different geographic markets, each with its own local branding and management team. These affiliate banks comprise our primary business segments and include: Zions Bank, Amegy Bank (“Amegy”), California Bank & Trust (“CB&T”), National Bank of Arizona (“NBAZ”), Nevada State Bank (“NSB”), Vectra Bank Colorado (“Vectra”), and The Commerce Bank of Washington (“TCBW”). In maintaining alignment with our key corporate objectives, we emphasize local authority, responsibility, and pricing, with customization of certain products (as applicable) to maximize customer satisfaction and strengthen community relations.

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. This process is continually refined. Where applicable, prior period amounts have been revised to reflect the impact of these changes had they been instituted for the periods presented. See Note 22 of the Notes to Consolidated Financial Statements for more information on our FTP allocations, the Other segment, and more performance information including net interest income, noninterest income, and noninterest expense by segment.

The following schedule summarizes selected financial information of our business segments. Ratios are calculated based on amounts in thousands.

Schedule 13

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions)Zions BankAmegyCB&T
202120202019202120202019202120202019
KEY FINANCIAL INFORMATION
Total average loans$13,198$13,845$13,109$12,189$13,114$12,235$12,892$12,366$10,763
Total average deposits23,58818,37015,56115,49612,97011,62715,79613,76311,522
Income before income taxes381295346363178274406182277
CREDIT QUALITY
Provision for credit losses$(26)$67$18$(96)$111$9$(78)$120$7
Net loan and lease charge-offs279249191510
Ratio of net charge-offs to average loans and leases%0.20%0.07%0.02%0.37%0.16%%0.12%0.09%
Allowance for credit losses$142$167$134$128$210$155$90$158$64
Ratio of allowance for credit losses to net loans and leases, at year-end1.08%1.21%1.02%1.05%1.60%1.27%0.70%1.28%0.59%
Nonperforming lending-related assets$89$97$85$90$131$60$41$56$49
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned0.69%0.70%0.65%0.77%1.03%0.49%0.32%0.43%0.45%
Accruing loans past due 90 days or more$3$7$2$1$$2$3$4$5
Ratio of accruing loans past due 90 days or more to net loans and leases0.02%0.05%0.09%0.01%%0.01%0.02%0.03%0.09%
(Dollar amounts in millions)NBAZNSBVectraTCBW
202120202019202120202019202120202019202120202019
KEY FINANCIAL INFORMATION
Total average loans$4,849$5,099$4,774$3,015$3,102$2,630$3,414$3,401$3,109$1,569$1,460$1,194
Total average deposits7,2885,7715,0026,6915,4274,5124,3863,6372,8531,5371,2561,094
Income before income taxes12775107901147672450422837
CREDIT QUALITY
Provision for credit losses$(27)$35$2$(35)$37$(1)$(12)$34$3$(3)$7$(1)
Net loan and lease charge-offs(1)11(1)(3)1421
Ratio of net charge-offs to average loans and leases(0.02)%0.02%%0.03%(0.03)%(0.11)%%0.41%0.06%0.06%%%
Allowance for credit losses$38$60$32$26$59$14$37$47$27$8$11$7
Ratio of allowance for credit losses to net loans and leases, at year-end0.78%1.18%0.68%0.86%1.90%0.53%1.08%1.38%0.87%0.51%0.75%0.59%
Nonperforming lending-related assets$11$17$14$24$40$27$18$19$11$1$8$4
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned0.24%0.34%0.29%0.85%1.24%1.00%0.53%0.56%0.35%0.06%0.52%0.33%
Accruing loans past due 90 days or more$1$$$$$$$1$1$$$
Ratio of accruing loans past due 90 days or more to net loans and leases0.02%—%0.02%—%—%—%—%0.03%—%—%—%—%

Zions Bank

Zions Bank is headquartered in Salt Lake City, Utah, and conducts operations in Utah, Idaho, and Wyoming. If it were a separately chartered bank, it would be the second largest full-service commercial bank in Utah and the seventh largest in Idaho, as measured by domestic deposits in these states.

Zions Bank’s income before income taxes increased $86 million, or 29%, during 2021. The increase was primarily due to a $93 million decrease in the provision for credit losses, and a $27 million increase in noninterest income, partially offset by an $18 million increase in noninterest expense. The loan portfolio decreased $981 million during 2021, which consisted of decreases of $897 million and $108 million in commercial and CRE loans, respectively, partially offset by an increase of $24 million in consumer loans. The ratio of ACL to net loans and leases decreased to 1.08% at December 31, 2021, compared with 1.21%. Nonperforming lending-related assets decreased $8 million, or 8%, from the prior year. Deposits increased 25% in 2021.

Amegy Bank

Amegy Bank is headquartered in Houston, Texas. If it were a separately chartered bank, it would be the ninth largest full-service commercial bank in Texas as measured by domestic deposits in the state.

Amegy’s income before income taxes increased $185 million, or 104%, during 2021. The increase was primarily due to a $207 million decrease in the provision for credit losses, and an $8 million increase in noninterest income, partially offset by an $8 million increase in noninterest expense. The loan portfolio decreased $998 million during 2021, which consisted of decreases of $471 million, $427 million, and $100 million, in commercial, consumer, and CRE loans, respectively. The ratio of ACL to net loans and leases decreased to 1.05% at December 31, 2021,

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compared with 1.60%. Nonperforming lending-related assets decreased $41 million, or 31%, from the prior year. Deposits increased 18% in 2021.

California Bank & Trust

California Bank & Trust is headquartered in San Diego, California. If it were a separately chartered bank, it would be the 17th largest full-service commercial bank in California as measured by domestic deposits in the state.

CB&T’s income before income taxes increased $224 million, or 123%, during 2021. The increase was primarily due to a $198 million decrease in the provision for credit losses, and a $7 million increase in noninterest income, partially offset by a $6 million increase in noninterest expense. The loan portfolio increased $22 million during 2021, which consisted of increases of $242 million and $10 million in CRE and consumer loans, respectively, and a decrease of $230 million in commercial loans. The ratio of ACL to net loans and leases decreased to 0.70% at December 31, 2021, compared with 1.28%. Nonperforming lending-related assets decreased $15 million, or 27%, from the prior year. Deposits increased 11% in 2021.

National Bank of Arizona

National Bank of Arizona is headquartered in Phoenix, Arizona. If it were a separately chartered bank, it would be the fifth largest full-service commercial bank in Arizona as measured by domestic deposits in the state.

NBAZ’s income before income taxes increased $52 million, or 69%, during 2021. The increase was primarily due to a $62 million decrease in the provision for credit losses, and a $5 million increase in noninterest income, partially offset by an increase of $4 million in noninterest expense. The loan portfolio decreased $438 million during 2021, which consisted of decreases of $291 million, $104 million, and $43 million, in commercial, consumer, and CRE loans, respectively. The ratio of ACL to net loans and leases decreased to 0.78% at December 31, 2021, compared with 1.18%. Nonperforming lending-related assets decreased $6 million, or 35%, from the prior year. Deposits increased 26% in 2021.

Nevada State Bank

Nevada State Bank is headquartered in Las Vegas, Nevada. If it were a separately chartered bank, it would be the sixth largest full-service commercial bank in Nevada as measured by domestic deposits in the state.

NSB’s income before income taxes increased $79 million, or 718%, during 2021. The increase was primarily due to a $72 million decrease in the provision for credit losses, and an increase of $7 million in noninterest income, partially offset by an increase of $1 million in noninterest expense. The loan portfolio decreased $415 million during 2021, which consisted of decreases of $394 million and $59 million in commercial and consumer loans, respectively, partially offset by an increase of $38 million in CRE loans. The ratio of ACL to net loans and leases decreased to 0.86% at December 31, 2021, compared with 1.90%. Nonperforming lending-related assets decreased $16 million, or 40%, from the prior year. Deposits increased 27% in 2021.

On February 11, 2022, NSB announced that it has entered into an agreement to purchase three Northern Nevada branches and their associated deposit, credit card, and loan accounts. In addition to the three branches, the purchase includes approximately $480 million in deposits and $110 million in commercial and consumer loans. The transaction is expected to be completed by the third quarter of 2022, subject to customary closing conditions and regulatory approval.

Vectra Bank Colorado

Vectra Bank Colorado is headquartered in Denver, Colorado. If it were a separately chartered bank, it would be the tenth largest full-service commercial bank in Colorado as measured by domestic deposits in the state.

Vectra’s income before income taxes increased $43 million, or 179%, during 2021. The increase was primarily due to a $46 million decrease in the provision for credit losses, and an increase of $1 million in noninterest income, partially offset by a $5 million increase in noninterest expense. The loan portfolio decreased $15 million during 2021, which consisted of decreases of $42 million and $18 million in consumer and CRE loans, respectively,

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partially offset by an increase of $45 million in commercial loans. The ratio of ACL to net loans and leases decreased to 1.08% at December 31, 2021, compared with 1.38%. Nonperforming lending-related assets decreased $1 million, or 5%, from the prior year. Deposits increased 10% in 2021.

The Commerce Bank of Washington

The Commerce Bank of Washington is headquartered in Seattle, Washington, and operates in Washington under The Commerce Bank of Washington name and in Portland, Oregon, under The Commerce Bank of Oregon name. Its business strategy focuses primarily on serving the financial needs of commercial businesses, including professional services firms. If it were a separately chartered bank, it would be the 24th largest full-service commercial bank in Washington and the 35th largest in Oregon, as measured by domestic deposits in these states.

TCBW’s income before income taxes increased $14 million, or 50%, during 2021. The increase was primarily due to a $10 million decrease in the provision for credit losses. The loan portfolio increased $71 million during 2021, which consisted of increases of $84 million and $12 million in CRE and commercial loans, respectively, partially offset by a decrease of $25 million in consumer loans. The ratio of ACL to net loans and leases decreased to 0.51% at December 31, 2021, compared with 0.75%. Nonperforming lending-related assets decreased $7 million, or 88%, from the prior year. Deposits increased 20% in 2021.

BALANCE SHEET ANALYSIS

Interest-earning Assets

Interest-earning assets are assets that have associated interest rates or yields, and generally consist of money market investments, securities, loans, and leases. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding the average balances, associated revenue generated, and the respective yields of our interest-earning assets, see Schedule 7 on page 32.

AVERAGE OUTSTANDING LOANS AND DEPOSITS

(at December 31)

Investment Securities Portfolio

We invest in securities to generate interest income and to actively manage liquidity, interest rate, and credit risk. Refer to the “Liquidity Risk Management” section on page 62 for additional information about how we manage our liquidity risk. The following schedule presents the components of our investment securities portfolio. See Note 3

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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.

Schedule 14

INVESTMENT SECURITIES PORTFOLIO

December 31, 2021December 31, 2020
(In millions)Par ValueAmortized costFair valuePar ValueAmortized costFair value
Held-to-maturity
Municipal securities$441$441$443$636$636$640
Available-for-sale
U.S. Treasury securities155155134205205192
U.S. Government agencies and corporations:
Agency securities8338338451,0511,0511,091
Agency guaranteed mortgage-backed securities20,34020,54920,38711,25911,43911,693
Small Business Administration loan-backed securities8679389121,1031,1951,160
Municipal securities1,4891,6521,6941,2371,3521,420
Other debt securities757576175175175
Total available-for-sale23,75924,20224,04815,03015,41715,731
Total HTM and AFS investment securities$24,200$24,643$24,491$15,666$16,053$16,371

The amortized cost of investment securities increased 54% from the prior year, and approximately 11% of the total investment securities are floating rate at December 31, 2021, compared with 23% at December 31, 2020.

The investment securities portfolio includes $443 million of net premium that is distributed across various asset classes. Total premium amortization for our investment securities was $110 million in 2021, compared with $105 million in 2020.

At December 31, 2021, based on the GAAP fair value hierarchy, 0.6% and 99.4% of the AFS securities portfolio was valued at Level 1 and Level 2, respectively, compared with 1.2% and 98.8% at December 31, 2020. None of the AFS securities portfolio was valued at Level 3 for either period. See Note 3 of the Notes to Consolidated Financial Statements for further discussion of fair value accounting.

Exposure to Municipalities

We provide products and services to state and local governments (referred to collectively as “municipalities”), including deposit services, loans, and investment banking services. We also invest in securities issued by municipalities. Schedule 15 summarizes our exposure to state and local municipalities:

Schedule 15

MUNICIPALITIES

December 31,
(In millions)20212020
Loans and leases$3,659$2,951
Held-to-maturity – municipal securities441636
Available-for-sale – municipal securities1,6941,420
Trading account – municipal securities355149
Unfunded lending commitments280359
Total direct exposure to municipalities$6,429$5,515

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The municipal loan and lease portfolio is primarily secured by general obligations of municipal entities. Other types of collateral also include real estate, revenue pledges, or equipment. Our municipal loans and securities primarily relate to municipalities located within our geographic footprint. At December 31, 2021, no municipal loans were on nonaccrual. 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. At December 31, 2021, all municipal securities were graded as Pass. See Notes 5 and 6 of the Notes to Consolidated Financial Statements for additional information about the credit quality of these municipal loans and securities.

Loan and Lease Portfolio

At December 31, 2021 and 2020, the ratio of loans and leases to total assets was 55% and 66%, respectively. The largest loan category was commercial and industrial loans, which constituted 27% and 25% of our total loan portfolio for the same time periods.

Schedule 16 presents our outstanding loan portfolio by type and contractual maturity. This schedule also reflects the repricing characteristics of these loans. In a small number of cases, we have hedged the repricing characteristics of our variable-rate loans as more fully described in “Interest Rate Risk” on page 60.

Schedule 16

LOAN AND LEASE PORTFOLIO BY TYPE AND MATURITY

December 31, 2021December 31,
(In millions)One year or lessOne year through five yearsFive years through fifteen yearsOver fifteen yearsTotal2020201920182017
Commercial:
Commercial and industrial$3,675$8,085$2,060$47$13,867$13,444$14,760$14,513$14,003
PPP1,8551,8555,572
Leasing3261327320334327364
Owner-occupied4431,3765,3821,5328,7338,1857,9017,6617,288
Municipal2155302,0738403,6582,9512,3931,6611,271
Total commercial4,65911,8479,5152,41928,44030,47225,38824,16222,926
Commercial real estate:
Construction and land development7891,82875652,7572,3452,2112,1862,021
Term1,5814,9212,8181219,4419,7599,3448,9399,103
Total commercial real estate2,3706,7492,89318612,19812,10411,55511,12511,124
Consumer:
Home equity credit line1119832,9033,0162,7452,9172,9372,777
1-4 family residential40342305,7466,0506,9697,5687,1766,662
Construction and other consumer real estate21015611638630624643597
Bankcard and other revolving plans32967396432502491509
Other137327113124155180185
Total consumer3952033559,26010,21310,90011,76611,42710,730
Total net loans and leases$7,424$18,799$12,763$11,865$50,851$53,476$48,709$46,714$44,780
Loans maturing:
With fixed interest rates$2,146$4,275$5,865$1,328$13,614
With variable interest rates5,27814,5246,89810,53737,237
Total$7,424$18,799$12,763$11,865$50,851

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The loan and lease portfolio decreased $2.6 billion from December 31, 2020, primarily due to the forgiveness of PPP loans. Excluding PPP loans, commercial loans increased $1.7 billion, driven largely by increases in municipal loans, owner-occupied loans, and commercial and industrial loans of $0.7 billion, $0.5 billion and $0.4 billion, respectively. Commercial real estate construction and land development loans increased $0.4 billion, while term commercial real estate loans decreased $0.3 billion. Consumer loans decreased $0.7 billion, primarily due to a $0.9 billion decline in 1-4 family residential mortgage loans, partially offset by a $0.3 billion increase in home equity credit lines (“HECL”).

Other Noninterest-bearing Investments

Other noninterest-bearing investments are equity investments that do not generally provide interest income, but are held primarily for capital appreciation, dividends, or for certain regulatory requirements. Schedule 17 summarizes our related investments:

Schedule 17

OTHER NONINTEREST-BEARING INVESTMENTS

December 31,Amount changePercent change
(Dollar amounts in millions)20212020
Bank-owned life insurance$537$532$51%
Federal Home Loan Bank stock1111
Federal Reserve stock8198(17)(17)
Farmer Mac stock1928(9)(32)
SBIC investments1791354433
Other24131185
Total other noninterest-bearing investments$851$817$344%

Total other noninterest-bearing investments increased $34 million, or 4%, during 2021, primarily due a net $23 million unrealized gain related to our investment in Recursion Pharmaceuticals, Inc., which completed an IPO in the second quarter of 2021.

Premises, Equipment, and Software

Net premises, equipment, and software increased $110 million, or 9.1%, during 2021, primarily due to capitalized construction costs related to the completion of our new Corporate Technology Center. During 2020, we announced the construction of a 400,000 square-foot technology campus in Midvale, Utah. The campus is expected to be completed in mid-2022 and will be our primary technology and operations center, accommodating more than 2,000 employees. The new campus will allow us to achieve significant efficiencies by eliminating a number of smaller facilities totaling 520,000 square feet and reducing related occupancy costs by more than 20%. During 2021, we sold a substantial portion of our smaller technology and operations facilities, resulting in net gains on sale of $12 million.

In 2020, we announced the construction of a new corporate center for Vectra in Denver, Colorado. The 127,000 square-foot, nine-story, mixed-use building is scheduled to open in late-2022. We are also in the final phase of a three-phase project to replace our core loan and deposit banking systems, and are on track to convert our deposit servicing system by 2023. Capitalized costs associated with the core system replacement project generally carry a useful life of ten years, and are summarized in the following schedule.

Schedule 18

CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT

December 31, 2021
(In millions)Phase 1Phase 2Phase 3Total
Total capitalized costs, less accumulated depreciation$38$64$154$256

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Deposits

Deposits are our primary funding source. The following schedule presents our deposits by category and percentage of total deposits:

Schedule 19

DEPOSITS

December 31, 2021December 31, 2020
(Dollar amounts in millions)Amount% of total depositsAmount% of total deposits
Noninterest-bearing demand$41,05349.6%$32,49446.7%
Interest-bearing:
Savings and money market40,11448.434,57149.6
Time1,6222.02,5883.7
Total deposits$82,789100.0%$69,653100.0%

Total deposits increased $13.1 billion, or 19%, in 2021, primarily due to an $8.6 billion increase in noninterest-bearing deposits. When combined, savings and money market deposits and noninterest-bearing deposits comprised 98% and 96% of total deposits at December 31, 2021 and 2020, respectively. Total deposits included $0.4 billion and $1.3 billion of brokered deposits for the same time periods.

Total U.S. time deposits that exceed the current FDIC insurance limit of $250,000 were $563 million and $547 million at December 31, 2021 and 2020, respectively. The estimated total amount of uninsured deposits, including related interest accrued and unpaid, was $49 billion and $38 billion at December 31, 2021 and 2020, respectively.

See Notes 12 and 13 of the Notes to Consolidated Financial Statements and “Liquidity Risk Management” on page 62 for additional information on funding and borrowed funds.

RISK MANAGEMENT

Risk management is an integral part of our operations and is a key determinant of our overall performance. We utilize the three lines of defense approach to risk management with responsibilities for each line of defense defined in our Risk Management Framework. The first line of defense represents units and functions throughout the Bank engaged in activities related to revenue generation, expense reduction, operational support, and technology services. These units and functions are accountable for owning and managing the risks associated with these activities. The second line of defense represents functions responsible for independently assessing and overseeing risk management activities. 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.

In support of management's efforts, the Board has established certain committees to oversee our risk management processes. The Audit Committee oversees financial reporting risk, and the Risk Oversight Committee (“ROC”) oversees the other risk management processes. The ROC meets on a regular basis to monitor and review Enterprise Risk Management (“ERM”) activities. As required by its charter, the ROC provides oversight for various ERM activities and approves ERM policies and activities as detailed in the ROC charter.

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, cyber risk, capital/financial reporting risk, legal/compliance risk (including regulatory risk), and reputational risk. These risks are overseen by various management committees of which the Enterprise Risk Management Committee is the focal point.

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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. 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 the overall credit policies relating to the management of credit risk. The ROC also oversees and monitors adherence to key credit policies and the credit risk appetite as defined in the Risk Management Framework. 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. 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.

Our credit policies and practices are also designed to help manage potential risks, including those arising from environmental issues. Environmental risk related to our lending practices is primarily covered in our environmental credit policy and by our environmental subject matter experts and manager. The extent of environmental due diligence performed by our environmental risk team is based on the risks identified at each property and the loan amount. The extension of credit to certain borrowers, or those connected with certain activities, may be restricted or require escalated approval, by policy, because of various environmental risks.

Our credit risk management function is separate from the lending function and strengthens control over, and the independent evaluation of, credit activities. In addition, we have a well-defined set of standards for evaluating our loan portfolio, and we utilize a comprehensive loan risk-grading system to determine the risk potential in the portfolio.

The internal credit examination department, which is independent of the lending function, periodically conducts examinations of our lending departments and credit activities. These examinations are designed to review credit quality, adequacy of documentation, appropriate loan risk-grading administration, and compliance with credit policies. Credit examinations related to the ACL are reported to both the Audit Committee and the ROC.

Our overall credit risk management strategy includes diversification of our loan portfolio. Our business activity is conducted primarily within the geographic footprint of our banking affiliates. We seek to avoid the risk of undue concentrations of credit in any particular industry, collateral type, location, or with any individual customer or counterparty. We have certain significant concentrations, including CRE and oil and gas-related lending. We have adopted and adhere to concentration limits on leveraged lending, municipal lending, oil and gas-related lending, and various types of CRE lending, particularly construction and land development lending. Concentration limits are regularly monitored and revised as necessary.

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Schedule 20 presents the composition of our loan and lease portfolio.

Schedule 20

LOAN AND LEASE PORTFOLIO

December 31, 2021December 31, 2020
(Dollar amounts in millions)Amount% of total loansAmount% of total loans
Commercial:
Commercial and industrial$13,86727.3%$13,44425.1%
PPP1,8553.65,57210.5
Leasing3270.63200.6
Owner-occupied8,73317.28,18515.3
Municipal3,6587.22,9515.5
Total commercial28,44055.930,47257.0
Commercial real estate:
Construction and land development2,7575.42,3454.4
Term9,44118.69,75918.2
Total commercial real estate12,19824.012,10422.6
Consumer:
Home equity credit line3,0165.92,7455.2
1-4 family residential6,05011.96,96913.0
Construction and other consumer real estate6381.36301.2
Bankcard and other revolving plans3960.84320.8
Other1130.21240.2
Total consumer10,21320.110,90020.4
Total net loans and leases$50,851100.0%$53,476100.0%

Government Agency Guaranteed Loans

We participate in various guaranteed lending programs sponsored by U.S. government agencies, such as the SBA, Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2021, $2.3 billion of these loans were guaranteed, primarily by the SBA. The following schedule presents the composition of U.S. government agency guaranteed loans and includes $1.9 billion of the previously mentioned PPP loans.

Schedule 21

U.S. GOVERNMENT AGENCY GUARANTEES

(Dollar amounts in millions)December 31, 2021Percent guaranteedDecember 31, 2020Percent guaranteed
Commercial$2,41095%$6,11698%
Commercial real estate22731872
Consumer51005100
Total loans$2,43794%$6,13998%

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Commercial Lending

The following schedule provides information regarding lending exposures to certain industries in our commercial lending portfolio.

Schedule 22

COMMERCIAL LENDING BY INDUSTRY GROUP 1

December 31, 2021December 31, 2020
(Dollar amounts in millions)AmountPercentAmountPercent
Real estate, rental and leasing$2,5368.9%$2,4087.9%
Retail trade2,4128.52,7369.0
Manufacturing2,3748.32,4808.1
Healthcare and social assistance2,3498.22,6868.8
Finance and insurance2,3038.12,1156.9
Public Administration1,9596.91,5125.0
Wholesale trade1,7016.01,7355.7
Construction1,4565.12,0016.6
Utilities 21,4465.11,5074.9
Hospitality and food services1,3534.81,5455.1
Transportation and warehousing1,2734.51,5265.0
Other Services (except Public Administration)1,2134.21,2074.0
Mining, quarrying, and oil and gas extraction1,1854.21,2364.1
Educational services1,1634.11,1813.9
Professional, scientific, and technical services1,0843.81,5985.2
Other 32,6339.32,9999.8
Total$28,440100.0%$30,472100.0%

1 Industry groups are determined by North American Industry Classification System (NAICS) codes.

2 Includes primarily utilities, power, and renewable energy.

3 No other industry group individually exceeds 2.7%.

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Commercial Real Estate Loans

The following schedule presents credit quality information for our CRE loan portfolio segmented by real estate category and collateral location.

Schedule 23

COMMERCIAL REAL ESTATE PORTFOLIO BY LOAN TYPE AND COLLATERAL LOCATION

(Dollar amounts in millions)Collateral Location
Loan typeAs of dateArizonaCaliforniaColoradoNevadaTexasUtah/ IdahoWash-ington/OregonOther 1Total% of total CRE
Commercial term
Balance outstanding12/31/2021$1,038$3,331$508$653$1,606$1,408$444$453$9,44177.4%
% of loan type11.0%35.3%5.4%6.9%17.0%14.9%4.7%4.8%100.0%
Delinquency rates: 2
30-89 days12/31/2021%0.2%0.2%%%0.1%%%0.1%
12/31/20200.7%1.1%%%0.7%%%0.2%0.6%
≥ 90 days12/31/2021%0.1%%%0.2%%%%0.1%
12/31/20200.1%0.2%%%%0.2%%0.2%0.1%
Accruing loans past due 90 days or more12/31/2021$$$$$$$$$
12/31/202044
Nonaccrual loans12/31/202131720
12/31/202015186131
Commercial construction and land development 3
Balance outstanding12/31/2021$242$405$94$107$475$543$181$40$2,08717.1%
% of loan type11.6%19.4%4.5%5.1%22.8%26.0%8.7%1.9%100.0%
Delinquency rates: 2
30-89 days12/31/2021%%%%%%13.2%%0.9%
12/31/2020%%%%%%%%%
≥ 90 days12/31/2021%%%%%%%%%
12/31/2020%%%%%%3.9%%0.2%
Accruing loans past due 90 days or more12/31/2021$$$$$$$$$
12/31/202044
Residential construction and land development 3
Balance outstanding12/31/2021$82$167$44$2$162$167$9$37$6705.5%
% of loan type12.3%25.0%6.6%0.2%24.2%24.9%1.3%5.5%100.0%
Total construction and land development12/31/2021$324$572$138$109$637$710$190$77$2,757
Total commercial real estate12/31/2021$1,362$3,903$646$762$2,243$2,118$634$530$12,198100.0%

1No other geography exceeds $65 million for all three loan types.

2Delinquency rates include nonaccrual loans.

3At December 31, 2021 and 2020, there was no meaningful nonaccrual activity for commercial construction and land development loans, nor delinquency or nonaccrual activity for residential construction and land development loans.

At December 31, 2021, our CRE construction and land development and term loan portfolios represented approximately 24% of the total loan portfolio. The majority of our CRE loans are secured by real estate, which is primarily located within our geographic footprint. Approximately 19% of the CRE loan portfolio matures in the next 12 months. Construction and land development loans generally mature in 18 to 36 months and contain full or partial recourse guarantee structures with one- to five-year extension options or roll-to-perm options that often result in term debt. Term CRE loans generally mature within a three- to seven-year period and consist of full, partial, and nonrecourse guarantee structures. Typical term CRE loan structures include annually tested operating covenants that require loan rebalancing based on minimum debt service coverage, debt yield, or loan-to-value tests.

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Approximately $160 million, or 6%, of the commercial construction and land development portfolio at December 31, 2021 consists of acquisition and development loans. Most of these acquisition and development loans are secured by specific retail, apartment, office, or other projects.

Underwriting on commercial properties is primarily based on the economic viability of the project with significant consideration given to the creditworthiness and experience of the sponsor. We generally require that the owner’s equity be injected prior to bank advances. Re-margining requirements (required equity infusions upon a decline in value or cash flow of the collateral) are often included in the loan agreement along with guarantees of the sponsor. Consideration of projected cash flows is critical when underwriting commercial properties, as these cash flows ultimately support a project’s debt service. Therefore, in most projects (with the exception of multi-family and hospitality construction projects), we require substantial pre-leasing or leasing in our underwriting, and we generally require a minimum projected stabilized debt service coverage ratio of 1.20 or higher, depending on the project asset class.

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. Consideration is also given to the expected market acceptance of the product, location, strength of the developer, and the ability of the developer to stay within budget. Progress inspections by qualified independent inspectors are routinely performed before disbursements are made.

Real estate appraisals are ordered in accordance with regulatory guidelines and are validated independently of the loan officer and the borrower, generally by our internal appraisal review function, which is staffed by licensed appraisers. In some cases, reports from automated valuation services are used or internal evaluations are performed. A new appraisal or evaluation is required when a loan deteriorates to a certain level of credit weakness.

Advance rates will vary based on the viability of the project and the creditworthiness of the sponsor, but our guidelines generally limit advances to 50% for raw land, 65% for land development, 65% for finished commercial lots, 75% for finished residential lots, 80% for pre-sold homes, 75% for models and homes not under contract, and 75% for commercial properties. Exceptions may be granted on a case-by-case basis.

Loan agreements require regular financial information on the project and the sponsor in addition to lease schedules, rent rolls and, on construction projects, independent progress inspection reports. The receipt of this financial information is monitored, and calculations are made to determine adherence to the covenants set forth in the loan agreement.

The existence of a guarantee that improves the likelihood of repayment is taken into consideration when evaluating CRE loans for expected losses. If the support of the guarantor is quantifiable and documented, it is included in the potential cash flows and liquidity available for debt repayment, and our expected loss methodology takes this repayment source into consideration.

In general, we obtain and consider 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.

Complete underwriting of the guarantor includes, but is not limited to, an analysis of the guarantor’s current financial statements, tax returns, leverage, liquidity (brokerage) confirmations, global cash flow, global debt service coverage, and contingent liabilities. The assessment also includes a qualitative analysis of the guarantor’s willingness to perform in the event of a problem and demonstrated history of performing in similar situations.

A qualitative assessment is performed on a case-by-case basis to evaluate the guarantor’s experience, performance track record, reputation, and willingness to work with us. We also utilize market information sources, rating, and scoring services in our assessment. This qualitative analysis, coupled with a documented quantitative ability to

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support the loan, may result in a higher-quality internal loan grade, which may ultimately reduce the level of allowance we estimate.

In the event of default, we pursue any and all appropriate potential sources of repayment, which may come from multiple sources, including the guarantee. A number of factors are considered when deciding whether or not to pursue a guarantor, including, but not limited to, the value and liquidity of other sources of repayment (collateral), the financial strength and liquidity of the guarantor, possible statutory limitations (e.g., single action rule on real estate) and the overall cost of pursuing a guarantee compared with the ultimate amount we may be able to recover.

Consumer Loans

We generally originate first-lien residential home mortgages considered to be of prime quality. We typically hold variable-rate loans in our portfolio and sell “conforming” fixed-rate loans to third parties, including Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, for which we make representations and warranties that the loans meet certain underwriting and collateral documentation standards.

We also originate home equity credit lines (“HECL”). At December 31, 2021 and 2020, our HECL portfolio totaled $3.0 billion and $2.7 billion, respectively. The following schedule presents the composition of our HECL portfolio by lien status.

Schedule 24

HECL PORTFOLIO BY LIEN STATUS

December 31,
(In millions)20212020
Secured by first liens$1,503$1,354
Secured by second (or junior) liens1,5131,391
Total$3,016$2,745

At December 31, 2021, loans representing less than 1% of the outstanding balance in the HECL portfolio were estimated to have combined loan-to-value (“CLTV”) ratios above 100%. An estimated CLTV ratio is the ratio of our loan plus any prior lien amounts divided by the estimated current collateral-value. At origination, underwriting standards for the HECL portfolio generally include a maximum 80% CLTV with high credit scores.

Approximately 90% of our HECL portfolio is still in the draw period, and approximately 19% of those loans are scheduled to begin amortizing within the next five years. We believe the risk of loss and borrower default in the event of a loan becoming fully amortizing and the effect of significant interest rate changes is minimal. The ratio of HECL net charge-offs for the trailing twelve months to average balances at December 31, 2021 and 2020 was (0.01)% for both periods. See Note 6 of the Notes to Consolidated Financial Statements for additional information on the credit quality of the HECL portfolio.

Nonperforming Assets

Nonperforming assets as a percentage of loans and leases and other real estate owned (“OREO”) decreased to 0.53% at December 31, 2021, compared with 0.69% at December 31, 2020.

Total nonaccrual loans at December 31, 2021 decreased to $271 million from $367 million, reflecting credit quality improvements across most of our loan portfolios.

The balance of nonaccrual loans can decrease due to paydowns, charge-offs, and the return of loans to accrual status under certain conditions. If a nonaccrual loan is refinanced or restructured, the new note is immediately placed on nonaccrual. If a restructured loan performs under the new terms for at least a period of six months, the loan can be considered for return to accrual status. See “Restructured Loans” and Note 6 of the Notes to Consolidated Financial Statements for more information on nonaccrual loans.

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The following schedule presents our nonperforming assets:

Schedule 25

NONPERFORMING ASSETS

(Dollar amounts in millions)December 31,
20212020201920182017
Nonaccrual loans:
Loans held for sale$$$$6$12
Commercial:
Commercial and industrial12414011082195
PPP3
Leasing28
Owner-occupied5776656790
Municipal11
Commercial real estate:
Construction and land development4
Term2031163836
Consumer:
Real estate66119525568
Other111
Nonaccrual loans271367243252414
Other real estate owned1:
Commercial:
Commercial properties14523
Developed land1
Land1
Residential:
1-4 family121
Other real estate owned14844
Total nonperforming assets$272$371$251$256$418
Accruing loans past due 90 days or more:
Commercial:$7$2$9$7$17
Commercial real estate812
Consumer12123
Total$8$12$10$10$22
Ratio of nonaccrual loans to net loans and leases20.53%0.69%0.50%0.54%0.92%
Ratio of nonperforming assets to net loans and leases2 and other real estate owned0.53%0.69%0.51%0.55%0.93%
Ratio of accruing loans past due 90 days or more to net loans and leases20.02%0.02%0.02%0.02%0.05%

1 Does not include banking premises held for sale.

2 Includes loans held for sale.

Troubled Debt Restructured Loans

Loans may be modified in the normal course of business for competitive reasons or to strengthen our collateral position. Loan modifications and restructurings may also occur when the borrower experiences financial difficulty and needs temporary or permanent relief from the original contractual terms of the loan. Loans that have been modified to accommodate a borrower who is experiencing financial difficulties, and for which we have granted a concession that we would not otherwise consider, are classified as troubled debt restructurings (“TDRs”). TDRs totaled $326 million at December 31, 2021, compared with $311 million at December 31, 2020. Modifications that qualified for applicable accounting and regulatory exemptions for borrowers experiencing financial difficulties exclusively related to the COVID-19 pandemic were not classified and reported as TDRs.

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If the restructured loan performs for at least six months according to the modified terms, and an analysis of the customer’s financial condition indicates that we are reasonably assured of repayment of the modified principal and interest, the loan may be returned to accrual status. The borrower’s payment performance prior to and following the restructuring is taken into account to determine whether a loan is returned to accrual status.

Schedule 26

ACCRUING AND NONACCRUING TROUBLED DEBT RESTRUCTURED LOANS

December 31,
(In millions)20212020201920182017
Restructured loans – accruing$221$198$78$112$139
Restructured loans – nonaccruing105113759087
Total$326$311$153$202$226

In the periods following the calendar year in which a loan was restructured, a loan may no longer be reported as a TDR if it is on accrual, is in compliance with its modified terms, and yields a market rate (as determined and documented at the time of the modification or restructure). See Note 6 of the Notes to Consolidated Financial Statements for additional information regarding TDRs.

Schedule 27

TROUBLED DEBT RESTRUCTURED LOANS ROLLFORWARD

(In millions)20212020
Balance at beginning of year$311$153
New identified troubled debt restructuring and principal increases235270
Payments and payoffs(117)(51)
Charge-offs(3)(49)
No longer reported as troubled debt restructuring(86)(2)
Sales and other(14)(10)
Balance at end of year$326$311

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. The following schedule shows the changes in the allowance for credit losses and a summary of credit loss experience:

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Schedule 28

SUMMARY OF CREDIT LOSS EXPERIENCE

(Dollar amounts in millions)20212020201920182017
Loans and leases outstanding, on December 31,$50,851$53,476$48,709$46,714$44,780
Average loans and leases outstanding:
Commercial - excluding PPP loans25,01425,19324,99023,33322,116
Commercial - PPP loans4,5664,534
Commercial real estate12,13611,85411,67511,07911,184
Consumer10,26711,43511,60011,01310,201
Total average loans and leases outstanding$51,983$53,016$48,265$45,425$43,501
Allowance for loan and lease losses:
Balance at beginning of year 1$777$497$495$518$567
Provision for loan losses(258)38537(39)24
Charge-offs:
Commercial351135746118
Commercial real estate1459
Consumer1314171817
Total481287869144
Recoveries:
Commercial2914256846
Commercial real estate36914
Consumer10910811
Total4223418571
Net loan and lease charge-offs610537(16)73
Balance at end of year$513$777$495$495$518
Reserve for unfunded lending commitments:
Balance at beginning of year 1$58$29$57$58$65
Provision for unfunded lending commitments(18)292(1)(7)
Balance at end of year$40$58$59$57$58
Total allowance for credit losses:
Allowance for loan and lease losses$513$777$495$495$518
Reserve for unfunded lending commitments4058595758
Total allowance for credit losses$553$835$554$552$576
Ratio of allowance for credit losses to net loans and leases, on December 31, 21.09%1.56%1.14%1.18%1.29%
Ratio of allowance for credit losses to nonaccrual loans, on December 31,171%228%228%224%143%
Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more, on December 31,166%220%219%216%136%
Ratio of total net charge-offs to average total loans and leases 30.01%0.20%0.08%(0.04)%0.17%
Ratio of commercial net charge-offs to average commercial loans0.02%0.33%0.13%(0.09)%0.33%
Ratio of commercial real estate net charge-offs to average commercial real estate loans(0.02)%0.01%(0.02)%(0.04)%(0.04)%
Ratio of consumer net charge-offs to average consumer loans0.03%0.04%0.06%0.09%0.06%

1 Beginning balances at January 1, 2020 for the allowance for loan and lease losses and reserve for unfunded lending commitments do not agree to their respective ending balances at December 31, 2019 because of the adoption of the CECL accounting standard.

2 The ratio of allowance for credit losses to net loans and leases (ex-PPP loans), at December 31, 2021 and 2020 was 1.13% and 1.74%, respectively.

3 The ratio of total net charge-offs to average loans and leases (ex-PPP loans), at December 31, 2021 and 2020 was 0.01% and 0.22%, respectively.

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Schedule 29

ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

December 31,
20212020201920182017
(Dollar amounts in millions)% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL% of total loansAllocation of ACL
Loan segment
Commercial59.7%$33057.0%$49452.1%$38051.7%$37151.2%$419
Commercial real estate21.311822.619123.712123.812724.8113
Consumer19.010520.415024.25324.55424.044
Total100.0%$553100.0%$835100.0%$554100.0%$552100.0%$576

The total ACL decreased $282 million during 2021, primarily due to improvements in economic forecasts and credit quality, compared with the economic stress caused by the COVID-19 pandemic in the prior year period. Due to the adoption of the CECL standard in 2020, the ACL is not comparable to periods presented prior to that time.

The RULC represents a reserve for potential losses associated with off-balance sheet loan commitments and standby letters of credit, and decreased $18 million during 2021. The reserve is separately recorded on the consolidated balance sheet in “Other liabilities,” and any related increases or decreases in the reserve are recorded on the consolidated income statement in “Provision for unfunded lending commitments.”

See Note 6 of the Notes to Consolidated Financial Statements for additional information related to the ACL and credit trends experienced in each portfolio segment.

Interest Rate and Market Risk Management

Interest rate risk is the potential for reduced net interest income and other rate-sensitive income resulting from adverse changes in the level of interest rates. Market risk is the potential for loss arising from adverse changes in the fair value of fixed-income securities, equity securities, other earning assets, and derivative financial instruments as a result of changes in interest rates or other factors. As a financial institution that engages in transactions involving various financial products, we are exposed to both interest rate risk and market risk.

Our Board approves the overall 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. ALCO establishes and periodically revises policy limits and reviews with the ROC the limits and limit exceptions reported by management.

Interest Rate Risk

Interest rate risk is one of the most significant risks to which we are regularly exposed. We strive to position the Bank for interest rate changes and manage the balance sheet sensitivity to reduce net interest income volatility. We generally have granular, stable deposit funding. Much of this funding has an indeterminate life with no maturity and can be withdrawn at any time. However, because most deposits come from household and business accounts, their duration is generally long, compared with the short duration of our loan portfolio. As such, we are naturally “asset-sensitive” — meaning that our assets are expected to reprice faster or more significantly than our liabilities. In previous interest rate environments, we have added (1) interest rate swaps to synthetically increase the duration of the loan portfolio, (2) longer-duration securities, and (3) longer-duration loans to reduce the asset sensitivity to a level where an increase in interest rates of 100 basis points would result in only a slightly positive change in net interest income. During the COVID-19 pandemic with short-term interest rates at or near zero, we judged the risk-reward profile to be in favor of allowing the balance sheet to become significantly more asset-sensitive. We increased our investment securities portfolio during 2021 and added interest rate swaps in part to prevent the Bank from becoming even more asset-sensitive.

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Asset sensitivity to rising rates is dependent upon assumptions we use for deposit runoff and repricing behavior. As rapid growth in new deposits has led to more uncertainty in future behavior, these assumptions have become more significant. Average total deposits increased 20% from the prior year, and a significant portion of the deposits were invested in money market investments, resulting in increased asset sensitivity to rising rates. We are less asset-sensitive to declining rates than rising rates due to the limited amount of compression that could occur between the spread of the cost of deposits and the yield on money market investments.

The following schedule presents derivatives utilized in our asset-liability management activities that are designated in qualifying hedging relationships at December 31, 2021. 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.

Schedule 30

DERIVATIVES DESIGNATED IN QUALIFYING HEDGING RELATIONSHIPS

2022202320242025
(Dollar amounts in millions)First QuarterSecond QuarterThird QuarterFourth QuarterFirst QuarterSecond QuarterThird QuarterFourth Quarter
Cash flow hedges
Cash flow asset hedges 1
Average outstanding notional$3,312$2,878$3,683$4,416$4,350$4,183$4,183$4,183$3,725$2,242
Weighted-average fixed-rate received1.80%1.36%1.26%1.24%1.20%1.16%1.16%1.16%1.05%1.08%
2022202320242025202620272028202920302031
Fair value hedges
Fair value debt hedges 2
Average outstanding notional$500$500$500$500$500$500$500$500$$
Weighted-average fixed-rate received1.70%1.70%1.70%1.70%1.70%1.70%1.70%1.70%%%
Fair value asset hedges 3
Average outstanding notional$479$479$478$478$478$477$475$474$473$470
Weighted-average fixed-rate paid1.16%1.16%1.16%1.16%1.16%1.16%1.16%1.16%1.16%1.16%

1 Cash flow hedges consist of receive-fixed swaps hedging pools of floating-rate loans. Increases in the average outstanding notional are due to forward-starting interest rate swaps.

2 Fair value debt hedges consist of receive-fixed swaps hedging fixed-rate debt. The $500 million fair value debt hedge matures at the end of July 2029.

3 Fair value assets hedges consist of pay-fixed swaps hedging AFS fixed-rate securities.

Interest Rate Risk Measurement

We monitor interest rate risk through the use of two complementary measurement methods: net interest income simulation, or Earnings at Risk (“EaR”), and Economic Value of Equity at Risk (“EVE”). EaR measures the expected change in near-term (one year) net interest income in response to changes in interest rates. EVE measures the expected changes in the fair value of equity in response to changes in interest rates.

EaR is an estimate of the change in total net interest income that would be recognized under different interest rate environments over a one-year period. This simulated impact to net interest income due to a change in rates uses as its base a modeled net interest income that is not necessarily the same as the most recent year’s reported net interest income. Rather, EaR employs estimated net interest income under an unchanged interest rate scenario as the basis for comparison. The EaR process then simulates changes to the base net interest income under several interest rate scenarios, including parallel and nonparallel interest rate shifts across the yield curve, taking into account deposit repricing assumptions and estimates of the possible exercise of embedded options within the portfolio (e.g., a borrower’s ability to refinance a loan under a lower-rate environment). The EaR model does not contemplate

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changes in fee income that are amortized into interest income (e.g., premiums, discounts, origination points and costs, etc.).

EVE is calculated as the fair value of all assets minus the fair value of liabilities. We measure changes in the dollar amount of EVE for parallel shifts in interest rates. Due to embedded optionality and asymmetric rate risk, changes in EVE can be useful in quantifying risks not apparent for small rate changes. Examples of such risks may include out-of-the-money interest rate caps (or limits) on loans, which have little effect under small rate movements but may become important if large rate changes were to occur, or substantial prepayment deceleration for low-rate mortgages in a higher-rate environment.

Estimating the impact on net interest income and EVE requires that we assess a number of variables and make various assumptions in managing our exposure to changes in interest rates. The assessments address deposit withdrawals and deposit product migration (e.g., customers moving money from checking accounts to certificates of deposit), competitive pricing (e.g., existing loans and deposits are assumed to roll into new loans and deposits at similar spreads relative to benchmark interest rates), loan and security prepayments, and the effects of other embedded options. As a result of uncertainty about the maturity and repricing characteristics of both deposits and loans, we also calculate the sensitivity of EaR and EVE results to key assumptions. As previously noted, most of our liabilities are comprised of indeterminate maturity and managed-rate deposits, such as checking, savings, and money market accounts, and therefore, the modeled results are highly sensitive to the assumptions used for these deposits and to prepayment assumptions used for assets with prepayment options. We use historical regression analysis as a guide for setting such assumptions; however, due to the current low-interest-rate environment, which has little historical precedent, estimated deposit behavior may not reflect actual future results. Additionally, competition for funding in the marketplace may produce changes to deposit pricing on interest-bearing accounts that are greater or less than changes in benchmark interest rates or the federal funds rate.

Under most rising interest rate scenarios, we would expect some customers to move balances from demand deposits to interest-bearing accounts such as money market, savings, or certificates of deposit. The models are particularly sensitive to the assumption about the rate of such migration.

In addition, we assume a correlation, often referred to as a “deposit beta,” with respect to interest-bearing deposits, wherein the rates paid to customers change at a different pace when compared with changes in average benchmark interest rates. Generally, certificates of deposit are assumed to have a high correlation, while interest-on-checking accounts are assumed to have a lower correlation. Actual results may differ materially due to factors including the shape of the yield curve, competitive pricing, money supply, our credit worthiness, and so forth; however, we use our historical experience as well as industry data to inform our assumptions.

The migration and correlation assumptions previously discussed result in deposit durations presented in the following schedule:

Schedule 31

DEPOSIT ASSUMPTIONS

December 31, 2021December 31, 2020
ProductEffective duration (unchanged)Effective duration (+200 bps)Effective duration (unchanged)Effective duration (+200 bps)
Demand deposits3.6%2.8%4.6%3.0%
Money market1.7%1.7%3.4%1.4%
Savings and interest-bearing2.4%2.2%3.0%2.2%

With interest rates forecast to rise more, the effective duration of deposits has shortened due to higher expected runoff and/or migration to more rate sensitive deposit products.

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Incorporating the assumptions previously discussed, the following schedule presents EaR, or percentage change in net interest income, and our estimated percentage change in EVE; both EaR and EVE are based on a static balance sheet size under parallel interest rate changes ranging from -100 bps to +300 bps.

Schedule 32

INCOME SIMULATION – CHANGE IN NET INTEREST INCOME AND CHANGE IN ECONOMIC VALUE OF EQUITY

December 31, 2021December 31, 2020
Parallel shift in rates (in bps)1Parallel shift in rates (in bps)1
Repricing scenario-1000+100+200+300-1000+100+200+300
Earnings at Risk (EaR)(5.2)%%11.2%22.7%33.6%(2.9)%%9.2%18.0%26.4%
Economic Value of Equity (EVE)20.9%%0.8%(0.5)%(1.2)%13.0%%12.0%14.4%16.1%

1 Assumes rates cannot go below zero in the negative rate shift.

For non-maturity, interest-bearing deposits, the weighted average modeled beta is 26%. If the weighted average deposit beta were to increase 11%, the EaR in the +100 bps rate shock would change from 11.2% to 9.0%.

The asset sensitivity, as measured by EaR, increased in 2021, primarily due to growth in demand deposits and money market investments. The EaR analysis focuses on parallel rate shocks across the term structure of rates. The yield curve typically does not move in a parallel manner. If we consider a steepener rate ramp where the short-term rate declines to zero but the ten-year rate moves to +200 bps, the increase in EaR is 59.5% less over 24 months compared with the parallel +200 bps rate ramp.

In the -100 bps rate shock, the EVE would increase due to the fact that we cap the value of our indeterminate deposits at their par value, or equivalently we assume no premium would be required to dispose of these liabilities given that depositors could be repaid at par. Since our assets increase in value as rates fall and the majority of our liabilities are indeterminate deposits, EVE increases disproportionately. The changes in EVE measures from December 31, 2020 are primarily driven by the behavior of the deposit models.

Our focus on business banking also plays a significant role in determining the nature of our asset-liability management posture. At December 31, 2021, $22 billion of our commercial lending and CRE loan balances were scheduled to reprice in the next six months. Of these variable-rate loans, approximately 98% are tied to either the prime rate, LIBOR, or AMERIBOR. For these variable-rate loans, we have executed $3.1 billion of cash flow hedges by receiving fixed rates on interest rate swaps. Additionally, asset sensitivity is reduced due to $6 billion of variable-rate commercial and CRE loans being priced at floored rates at December 31, 2021, which were above the “index plus spread” rate by an average of 54 bps. At December 31, 2021, we also had $3 billion of variable-rate consumer loans scheduled to reprice in the next six months, and approximately $1 billion were priced at floored rates, which were above the “index plus spread” rate by an average of 31 bps. See Notes 3 and 7 of the Notes to Consolidated Financial Statements for additional information regarding derivative instruments.

LIBOR Exposure

LIBOR is being phased out globally, and U.S. banking regulators instructed banks to cease entering into new lending arrangements using LIBOR no later than December 31, 2021, and migrate to alternative reference rates no later than June 2023. To facilitate the transition process, we instituted an enterprise-wide program to identify, assess, and monitor risks associated with the expected discontinuance or unavailability of LIBOR, which includes active engagement with industry working groups and regulators. This program also includes active involvement of senior management with regular engagement from the Enterprise Risk Management Committee, and seeks to minimize client and internal business operational impacts, while providing reporting transparency, consistency, and a central governance model that aligns with Financial Accounting Standards Board (“FASB”), Internal Revenue Service (“IRS”), and other regulatory guidance.

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We have implemented processes, procedures, and systems to ensure contract risk is sufficiently mitigated. New originations, and any modifications or renewals of LIBOR-based contracts, contain fallback language to ensure transition to an alternative reference rate. For our contracts that referenced LIBOR and had a duration beyond December 31, 2021, all fallback provisions and variations were identified and classified based upon those provisions. During 2021, we originated more non-LIBOR referenced loans than LIBOR referenced loans, and by the end of the year, we had discontinued substantially all new originations referencing LIBOR.

We have a significant number of assets and liabilities that reference LIBOR. At December 31, 2021, we had approximately $33 billion in loans (mainly commercial loans), unfunded lending commitments, and securities referencing LIBOR. The amount of borrowed funds referencing LIBOR at December 31, 2021 was less than $1 billion. These amounts exclude derivative assets and liabilities on the consolidated balance sheet. At December 31, 2021, the notional amount of our LIBOR-referenced interest rate derivative contracts was more than $18 billion, of which more than $14 billion related to contracts with central counterparty clearinghouses.

The adoption of alternative reference rates continues to evolve in the marketplace. We are positioned to support our customers’ needs by accommodating multiple alternative reference rates, including the Constant Maturity Treasury rate (“CMT”), the Federal Home Loan Bank (“FHLB”) rate, the American Interbank Offered Rate (“AMERIBOR”), the Secured Overnight Financing Rate (“SOFR”), and the Bloomberg Short Term Bank Yield Index (“BSBY”). During 2022, customers will be prompted to either voluntarily modify their contracts and migrate to a reference rate other than LIBOR no later than June 2023, or be subject to the fallback provisions in their contracts. Voluntary modifications are expected to qualify for the available Tax Safe-Harbor provisions as allowed by IRS guidance.

We expect that customers who voluntarily migrate to an alternative reference rate will do so by the end of year 2022, and we expect the remaining customers to move to an alternative rate index in accordance with the relevant fallback provisions in their contracts prior to June of 2023.

For more information on the transition from LIBOR, see Risk Factors on page 13.

Market Risk — Fixed Income

We underwrite municipal and corporate securities. We also trade municipal, agency, and U.S. Treasury securities. This underwriting and trading activity exposes us to a risk of loss arising from adverse changes in the prices of these fixed-income securities.

At December 31, 2021 and 2020, we had $372 million and $266 million of trading assets, and $254 million and $61 million of securities sold, not yet purchased, respectively.

We are exposed to market risk through changes in fair value. This includes market risk for interest rate swaps used to hedge interest rate risk. Changes in the fair value of AFS securities and in interest rate swaps that qualify as cash flow hedges are included in AOCI for each financial reporting period. During 2021, the after-tax change in AOCI attributable to AFS securities decreased $336 million, due largely to changes in the interest rate environment, compared with a $229 million increase in the same prior year period.

Market Risk — Equity Investments

Through our equity investment activities, we own equity securities that are publicly traded. In addition, we own equity securities in governmental entities and companies, e.g., Federal Reserve Bank and the FHLB, that are not publicly traded. Equity investments may be accounted for at cost, fair value, the equity method, or full consolidation methods of accounting, depending on our ownership position and degree of influence over the investees’ affairs. Regardless of the accounting method, the value of our investment is subject to fluctuation. Because the fair value of these securities may fall below the cost at which we acquired them, we are exposed to the possibility of loss. Equity investments in private and public companies are approved, monitored, and evaluated by our Equity Investments Committee consisting of members of management.

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We hold both direct and indirect investments in predominantly pre-public companies, primarily through various SBIC venture capital funds. Our equity exposure to these investments was approximately $179 million and $135 million at December 31, 2021 and 2020, respectively. On occasion, some of the companies within our SBIC investments may issue an IPO. In this case, the fund is generally subject to a lockout period before liquidating the investment, which can introduce additional market risk. During 2021, we recognized a $31 million realized gain resulting from the sale of one of our SBIC investments, and a net $23 million unrealized gain related to our investment in Recursion Pharmaceuticals, Inc., which completed an IPO in the second quarter of 2021. See Note 3 of the Notes to Consolidated Financial Statements for additional information regarding the valuation of our SBIC investments.

Liquidity Risk Management

Overview

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. Sources of liquidity include deposits, borrowings, equity, and unencumbered assets, such as marketable loans and investment securities.

Since liquidity risk is closely linked to both credit risk and market risk, many of the previously described risk control mechanisms also apply to the monitoring and management of liquidity risk. We manage our liquidity to provide adequate funds for our customers’ credit needs, capital plan actions, anticipated financial and contractual obligations, which include withdrawals by depositors, debt and capital service requirements, and lease obligations.

Overseeing liquidity management is the responsibility of ALCO, which implements a Board-approved corporate Liquidity Policy. This policy addresses monitoring and maintaining adequate liquidity, diversifying funding positions, and anticipating future funding needs. The policy also includes liquidity ratio guidelines, such as a 30-day liquidity coverage ratio, that are used to monitor our liquidity positions as well as our various stress test and liquid asset measurements. We perform liquidity stress tests and assess our portfolio of highly liquid assets (sufficient to cover 30-day funding needs under stress scenarios). At December 31, 2021, our investment securities portfolio of $24.9 billion and cash and money market investments of $13.0 billion collectively comprised 41% of total assets.

Our Treasury group, under the direction of the Corporate Treasurer, manages our liquidity and funding, with oversight by ALCO. The Treasurer is responsible for recommending changes to existing funding plans and our policies related to liquidity and funding. These recommendations are submitted for approval to ALCO, and changes to the policies are also approved by the ERMC and the Board. We have adopted policy limits that govern liquidity risk. The policy requires us to maintain a buffer of highly liquid assets sufficient to cover cash outflows in the event of a severe liquidity crisis. We complied with this policy throughout 2021.

Liquidity Regulation

We perform liquidity stress tests and assess our portfolio of highly liquid assets (sufficient to cover 30-day funding needs under the stress scenarios) even though we are no longer subject to the enhanced prudential standards for liquidity management (Reg. YY). In addition, we exceed the regulatory requirements that mandate a buffer of securities and other liquid assets to cover 70% of 30-day cash outflows under the assumptions mandated therein, although we are no longer subject to the regulations of the Final LCR Rule.

Liquidity Management Actions

Our consolidated cash, interest-bearing deposits held as investments, and security resell agreements were $12.9 billion at December 31, 2021, compared with $7.3 billion at December 31, 2020. During 2021, the primary sources of cash came from significant increases in deposits, redemptions and sales of investment securities, and net cash provided by operating activities. Uses of cash during the same period included primarily increases in investment securities and money market investments, repurchases of our common stock, and a decrease in short-term borrowings.

Total deposits were $82.8 billion at December 31, 2021, compared with $69.7 billion at December 31, 2020. The $13.1 billion increase during 2021 was a result of an $8.6 billion and $5.5 billion increase in noninterest-bearing

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demand deposits and savings and money market deposits, respectively, partially offset by a $1.0 billion decrease in time deposits. An increase in the money supply contributed meaningfully to overall deposit growth. Our core deposits, consisting of noninterest-bearing demand deposits, savings and money market deposits, and time deposits under $250,000, were $81.9 billion at December 31, 2021, compared with $68.2 billion at December 31, 2020.

At December 31, 2021, maturities of our long-term senior and subordinated debt ranged from March 2022 to October 2029. During 2021, we redeemed $281 million of senior debt which matured and was not replaced with a new debt issuance. In February 2022, we redeemed $290 million of the 4-year, 3.35% senior notes on the contractual call date one month prior to final maturity.

Our cash payments for interest, reflected in operating expenses, decreased to $81 million during 2021, from $195 million during 2020, primarily due to lower interest rates paid on deposits and borrowed funds and a decreased balance of fed funds and other short-term borrowings. Additionally, we paid approximately $263 million of dividends on preferred and common stock during 2021, compared with $259 million during 2020. Dividends paid per common share were $1.44 in 2021, compared with $1.36 in 2020. In January 2022, the Board approved a quarterly common dividend of $0.38 per share.

General financial market and economic conditions impact our access to, and cost of, external financing. Access to funding markets is also directly affected by the credit ratings received 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, and they recently improved their outlook: Kroll from Stable to Positive, Fitch and S&P from Negative to Stable, and Moody’s from Stable to Review for Upgrade. Our credit ratings and outlooks are presented in the following schedule.

Schedule 33

CREDIT RATINGS

as of January 31, 2022:
Rating agencyOutlookLong-term issuer/senior debt ratingSubordinated debt ratingShort-term debt rating
KrollPositiveA-BBB+K2
S&PStableBBB+BBBNR
FitchStableBBB+BBBF1
Moody'sReview for UpgradeBaa2NRNR

The FHLB system and Federal Reserve Banks have been, and continue to be, a significant source of additional liquidity and funding. We are a member of the FHLB of Des Moines, which allows member banks to borrow against eligible loans and securities to satisfy liquidity and funding requirements. We are required to invest in FHLB and Federal Reserve stock to maintain our borrowing capacity. At December 31, 2021, our total investment in FHLB and Federal Reserve stock was $11 million and $81 million, respectively, compared with $11 million and $98 million at December 31, 2020.

The amount available for additional FHLB and Federal Reserve borrowings was approximately $18.3 billion at December 31, 2021, compared with $17.1 billion at December 31, 2020. Loans with a carrying value of approximately $26.8 billion at December 31, 2021 have been pledged at the FHLB of Des Moines and the Federal Reserve as collateral for current and potential borrowings, compared with $24.7 billion at December 31, 2020. At both December 31, 2021 and 2020, we had no FHLB or Federal Reserve borrowings outstanding.

Our AFS investment securities are primarily held as a source of contingent liquidity. We target securities that can be easily turned into cash through sale or repurchase agreements and whose value remains relatively stable during market disruptions. We manage our short-term funding needs through secured borrowing with the securities pledged as collateral. Our AFS securities balances increased $8.3 billion during 2021.

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Our loan-to-total deposit ratio was 61% at December 31, 2021, compared with 77% at December 31, 2020, reflecting higher deposit growth in 2021. With deposit growth driving our increase in funding, liquidity considerations are highly dependent on the future behavior of deposit growth. By primarily deploying excess funds in liquid securities and money market investments, we retain the ability to address changes to our funding or liquidity profile.

Borrowed funds (both short- and long-term) decreased by $993 million during 2021, as deposit growth exceeded loan demand. We used deposit funding to increase money market investments and investment securities, which increased $5.6 billion and $8.2 billion, respectively, during 2021.

We may, from time to time, issue additional preferred stock, senior or subordinated notes, or other forms of capital or debt instruments, depending on our capital, funding, asset-liability management, or other needs as market conditions warrant. These additional issuances may be subject to required regulatory approvals. We believe that our sources of available liquidity are adequate to meet all reasonably foreseeable short- and intermediate-term demands.

Contractual Obligations

The following schedule summarizes our contractual obligations at December 31, 2021.

Schedule 34

CONTRACTUAL OBLIGATIONS

(In millions)One year or lessOver one year through three yearsOver three years through five yearsOver five yearsIndeterminable maturity 1Total
Deposits$1,304$241$76$1$81,167$82,789
Net unfunded lending commitments7,3498,1432,7967,50925,797
Standby letters of credit:
Financial274232865597
Performance1596224245
Commercial letters of credit14822
Commitments to make venture and other noninterest-bearing investments 25454
Federal funds and other short-term borrowings903903
Long-term debt 32901285861,004
Operating leases48784581252
Total contractual obligations$10,341$8,892$3,027$8,182$81,221$111,663

1 Indeterminable maturity deposits include noninterest-bearing demand, savings, and money market deposits.

2 Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. 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 associated 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. These include software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supplies purchasing, and other goods and services used in the operation of our business. Some of these contracts are renewable or cancellable annually or in shorter time intervals. To secure favorable pricing concessions, we may also commit to contracts that may extend several years.

We enter into derivative contracts under which we are required either to receive or 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. See Note 7 of the Notes to Consolidated Financial Statements for further information on derivative contracts.

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Operational, Technology, and Cyber Risk Management

Operational Risk

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. ERM assists employees, management, and the Board with assessing, measuring, managing, and monitoring this risk in accordance with our Risk Management Framework. We have documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and the FDICIA.

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 or telecommunications, 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, and Credit Examination departments. Reconciliation procedures have been established to ensure that data processing systems consistently and accurately capture critical data. In addition, the Data Governance department provides additional oversight of data integrity and data availability. Further, we maintain disaster recovery and business continuity plans for operational support in the event of natural or other disasters. We also mitigate certain operational risks through the purchase of insurance, including errors and omissions and professional liability insurance.

We continually strive to improve our operational risk management, including enhancement of risk identification, risk and control self-assessments, business process mappings, regular tests of controls, and anti-fraud measures, which are reported on a regular basis to enterprise management committees. The Operational Risk Committee reports directly to the ROC. Key measures have been established in line with our Risk Management Framework to increase oversight by ERM and Operational Risk Management through the strengthening of new initiative reviews and enhancements to enterprise supply chain and vendor risk management. We also continue to enhance and strengthen the Enterprise Business Continuity program, Enterprise Security program, and Enterprise Incident Management reporting.

Significant enhancements have also been made to governance, technology, and reporting, including the establishment of Policy and Committee Governance programs; the implementation of a governance, risk, and control system to manage and integrate business processes, risks, controls, assessments, and control testing; and the creation of an Enterprise Risk Profile and Operational Risk Profile. In addition, our Enterprise Exam Management department has standardized our response and reporting, and increased our effectiveness and efficiencies with regulatory examination, communications and issues management.

Technology Risk

Technology risk is the risk of adverse impact to business operations and customers due to reduced or denied availability or inadequate value delivery caused by technology-related assets, infrastructure, strategy or processes. 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. 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 initiative status, and other risks are regularly reviewed and approved by the Change, Initiatives, and Technology Committee. This Committee includes, among other senior executives, the CEO, CFO, COO and CRO. Initiative risk and change impact from the framework are reported to the ROC.

Technology governance is also in place at the operational level within our Enterprise and Technology Operations (ETO) division to help ensure safety, soundness, operational resiliency, and compliance with our cybersecurity requirements. ETO management teams participate in enterprise architecture review boards and technology risk

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councils to address such issues as enterprise standards compliance and strategic alignment, cyber vulnerability management, end-of-life, audit, risk and compliance issue management, and asset management. Thresholds are defined to escalate risks in these areas to the attention of the ROC and ERMC committees as appropriate.

Cyber Risk

Cyber risk is the risk of adverse impacts to the confidentiality, integrity and availability of data owned, stored or processed by the Bank. The number and sophistication of attempts to disrupt or penetrate our systems, and those of our suppliers — sometimes referred to as hacking, cyber fraud, cyberattacks, or other similar names — continues to grow. To combat the ever-increasing sophistication of cyberattacks, we are continually improving methods for detecting and preventing attacks. We have implemented policies and procedures, developed specific training for our employees, and have elevated our oversight and internal reporting to the Board and relevant committees. Further, we regularly engage independent third-party cyber experts to test for vulnerabilities in our environment. We also conduct our own internal simulations and tabletop exercises as well as participate in financial sector-specific exercises. We have engaged consultants at both the strategic level and at the technology implementation level to assist us in better managing this critical risk. Cyber defense and improving our resiliency against cybersecurity threats remain a key focus at all levels of management, and of our Board.

CAPITAL MANAGEMENT

Overview

The Board is responsible for approving the policies associated with capital management. 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. Other major CMC responsibilities include:

•Setting overall capital targets within the Board-approved Capital Policy, monitoring performance compared with our Capital Policy limits, and recommending changes to capital including dividends, common stock issuances and repurchases, subordinated debt, and changes in major strategies to maintain ourselves at well-capitalized levels;

•Maintaining an adequate capital cushion to withstand adverse stress events while continuing to meet the borrowing needs of our customers, and to provide reasonable assurance of continued access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders; and

•Reviewing our agency ratings.

A strong capital position is vital to the achievement of our key corporate objectives, our continued profitability, and to promoting depositor and investor confidence. We have fundamental financial objectives and policies to consistently improve risk-adjusted returns on our shareholders’ capital, including (1) maintaining sufficient capital to support the current needs and growth of our businesses, and (2) fulfilling responsibilities to depositors and bondholders while managing capital distributions to shareholders through dividends and repurchases of common stock. Under the National Bank Act and OCC regulations, certain capital transactions are subject to the approval of the OCC.

We continue to 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 FRB. The timing and amount of capital actions are subject to various factors, including our financial performance, business needs, prevailing and anticipated economic conditions, and the results of our internal stress testing, as well as Board and OCC approval. Shares may be repurchased occasionally in the open market or through privately negotiated transactions.

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Schedule 35

SHAREHOLDERS' EQUITY

(Dollar amounts in millions)December 31, 2021December 31, 2020Amount changePercent change
Shareholders’ equity:
Preferred stock$440$566$(126)(22)%
Common stock and additional paid-in capital1,9282,686(758)(28)
Retained earnings5,1754,30986620
Accumulated other comprehensive income(80)325(405)NM
Total shareholders' equity$7,463$7,886$(423)(5)%

Total shareholders’ equity decreased $423 million, or 5% to $7.5 billion at December 31, 2021. An $866 million increase in retained earnings was offset by significant decreases in common stock and additional paid-in capital, AOCI, and preferred stock. Common stock and additional paid-in capital decreased $758 million, primarily due to common stock repurchases. AOCI decreased $405 million, primarily due to decreases in the fair value of available-for-sale securities as a result of changes in interest rates. Preferred stock decreased $126 million due to the redemption of the outstanding shares of our 5.75% Series H Non-Cumulative Perpetual Preferred Stock at par value during the second quarter of 2021.

Capital Management Actions

Weighted average diluted shares outstanding decreased 5.4 million in 2021, primarily due to common stock repurchases. During 2021, we repurchased 13.5 million common shares outstanding for $800 million, which is equivalent to 8.2% of common stock outstanding as of December 31, 2020. In January 2022, the Board approved a plan to repurchase up to $50 million of common shares outstanding during the first quarter of 2022. In February 2022, we repurchased 107,559 common shares outstanding for $7.5 million at an average price of $69.73.

Schedule 36

CAPITAL DISTRIBUTIONS

(In millions, except share data)20212020
Capital distributions:
Preferred dividends paid$29$34
Bank preferred stock redeemed126
Total capital distributed to preferred shareholders15534
Common dividends paid232225
Bank common stock repurchased80075
Total capital distributed to common shareholders1,032300
Total capital distributed to preferred and common shareholders$1,187$334
Common shares outstanding, at year-end (in thousands)159,913163,737
Weighted average diluted common shares outstanding (in thousands)160,234165,613

Under 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. As of January 1, 2022, we had $1.1 billion of retained net profits available for distribution.

The common stock dividend was $0.38 per share during the second half of 2021, compared with $0.34 during the first half of the year and the prior year. We paid common dividends of $232 million in 2021, compared with $225 million in 2020. In January 2022, the Board declared a quarterly dividend of $0.38 per common share payable on

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February 24, 2022, to shareholders of record on February 17, 2022. We also paid dividends on preferred stock of $29 million in 2021, compared with $34 million in 2020.

CECL

We elected to phase-in the regulatory capital effects of the adoption of CECL, as allowed by federal bank agencies, and as described in Note 15 of the Notes to Consolidated Financial Statements. On December 31, 2021, the two-year deferral period for any adverse effect from CECL on regulatory capital expired. The application of these provisions had no impact on our CET1, Tier 1 risk-based, Total risk-based capital, and Tier 1 leverage capital ratios at December 31, 2021, and therefore, will not have any phase-in impact to our capital ratios over the next three years.

Basel III

We are subject to Basel III capital requirements to maintain adequate levels of capital as measured by several regulatory capital ratios. At December 31, 2021, we met 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.

The following schedule presents our capital and other performance ratios. The Supervision and Regulation section on page 6 and Note 15 of the Notes to Consolidated Financial Statements contain more information about Basel III capital requirements.

Schedule 37

CAPITAL RATIOS

December 31, 2021December 31, 2020December 31, 2019
Tangible common equity ratio16.5%7.8%8.5%
Tangible equity ratio17.0%8.5%9.3%
Average equity to average assets9.0%10.0%10.8%
Basel III risk-based capital ratios:
Common equity tier 1 capital10.2%10.8%10.2%
Tier 1 leverage7.2%8.3%9.2%
Tier 1 risk-based10.9%11.8%11.2%
Total risk-based12.8%14.1%13.2%
Return on average common equity14.9%7.2%11.2%
Return on average tangible common equity117.3%8.4%13.1%

1 See “GAAP to Non-GAAP Reconciliations” on page 22 for more information regarding these ratios.

At December 31, 2021, Basel III regulatory tier 1 risk-based capital and total risk-based capital was $6.5 billion and $7.7 billion, respectively, compared with $6.6 billion and $7.9 billion, respectively, at December 31, 2020.

Our Tier 1 leverage ratio declined to 7.2% from 8.3%, and has become more relevant in our capital adequacy assessments. Deployment of deposit-driven balance sheet growth into lower risk-weighted assets during the year has resulted in a modest reduction in our risk-weighted regulatory capital ratios, and a larger reduction in the Tier 1 leverage ratio, as the denominator for this ratio is not adjusted for risk.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Note 1 of the Notes to Consolidated Financial Statements contains a summary of our significant accounting policies. Described below are certain significant accounting policies that we consider critical to our financial statements. These critical accounting policies were selected because the amounts affected by them are significant to the financial statements. 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

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condition. In addition, in arriving at these estimates, we are required to make complex and subjective judgments, many of which include a high degree of uncertainty. The following discussion of these critical accounting policies includes the significant estimates related to these policies. We have discussed each of these accounting policies and related estimates with the Audit Committee of the Board.

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. The sensitivities in these schedules and examples are hypothetical and should be viewed with caution. Changes in estimates are based on variations in assumptions and are not subject to simple extrapolation, as the relationship of the change in the assumption to the change in the amount of the estimate may not be linear. In addition, the effect of a variation in one assumption is likely to cause changes in other assumptions, which could potentially magnify or counteract the sensitivities.

Allowance for Credit Losses

The ACL includes the ALLL and the RULC and 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. The ACL for our securities portfolio is estimated separately from loans.

On January 1, 2020, we adopted ASU 2016-13, or CECL. Upon adoption of the ASU, we recorded the full amount of the ACL for loans and leases of $526 million, resulting in an after-tax increase to retained earnings of $20 million. The impact of the adoption of CECL for our securities portfolio was less than $1 million.

The CECL allowance is calculated based on quantitative models and management qualitative judgment based on many factors over the life of loan. The primary assumptions of the CECL quantitative model are the economic forecast, the length of the reasonable and supportable forecast period, the length of the reversion period, prepayment rates, and the credit quality of the portfolio.

As a result of the CECL accounting standard, the ACL may change significantly each period because, under the CECL methodology, the ACL is subject to economic forecasts that may change materially from period to period. Although we believe that our methodology for determining an appropriate level for the ACL adequately addresses the various components that could potentially result in credit losses, the processes and their elements include features that may be susceptible to significant change. Any unfavorable differences between the actual outcome of credit-related events and our estimates could require an additional provision for credit losses.

For example, if the ACL was evaluated on the baseline economic scenario rather than probability weighting four scenarios, the quantitatively determined amount of the ACL at December 31, 2021 would decrease by approximately $82 million. 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, 2021 would increase by approximately $40 million. These sensitivity analyses are hypothetical and have been provided only to indicate the potential impact that changes in economic forecasts and changes in risk grades may have on the ACL estimate. See Note 6 of the Notes to Consolidated Financial Statements for more information on the processes and methodologies used to estimate the ACL.

Fair Value Estimates

We measure many of our assets and liabilities at fair value. Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. To increase consistency and comparability in fair value measurements, GAAP has established a three-level hierarchy to prioritize the valuation inputs among (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 or single dealer nonbinding pricing quotes.

When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques use assumptions that market participants would consider in pricing the asset or the liability, including assumptions about the risk inherent in a particular valuation technique,

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the effect of a restriction on the sale or use of an asset, the life of the asset and applicable growth rate, the risk of nonperformance, and other related assumptions.

The selection and weighting of the various fair value techniques may result in a fair value higher or lower than the carrying value of the item being valued. Considerable judgment may be involved in determining the amount that is most representative of fair value.

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 developing fair value measurements. In certain cases, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about the assumptions market participants would use in estimating the fair value of the financial instrument. The models used to determine fair value adjustments are regularly evaluated by management for relevance under current facts and circumstances.

Changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. When market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value.

Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary measure of accounting. Fair value is used on a nonrecurring basis to measure certain assets or liabilities (including loans held for sale and OREO) for impairment or for disclosure purposes in accordance with current accounting guidance.

Impairment analysis also relates to long-lived assets, goodwill, and core deposit and other intangible assets. An impairment loss is recognized if the carrying amount of the asset is not likely to be recoverable and exceeds its fair value. In determining the fair value, management uses models and applies the techniques and assumptions previously described.

AFS securities are valued using several methodologies, which depend on the nature of the security, availability of current market information, and other factors. AFS securities in an unrealized loss position are formally reviewed on a quarterly basis for the presence of impairment. If we have an intent to sell an identified security, or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, we first recognize an identified impairment. If we do not have the intent to sell a security, and it is more likely than not that we will not be required to sell a security prior to recovery of its amortized cost basis, then we determine whether there is any impairment attributable to credit-related factors.

Notes 1, 3, 5, 7, and 10 of the Notes to Consolidated Financial Statements and the “Investment Securities Portfolio” on page 43 contain further information regarding the use of fair value estimates.

Goodwill

Goodwill is recorded at fair value in the financial statements of a reporting unit at the time of its acquisition and is subsequently evaluated at least annually for impairment in accordance with current accounting guidance. We perform this annual test at the beginning of the fourth quarter, or more often if events or circumstances indicate that the carrying value of any of our reporting units, inclusive of goodwill, is less than fair value. The goodwill impairment test for a given reporting unit compares its fair value with its carrying value. If the carrying amount, inclusive of goodwill, is more likely than not to exceed its fair value, additional quantitative analysis must be performed to determine the amount, if any, of goodwill impairment. Our reporting units with goodwill are Amegy, CB&T, and Zions Bank.

To determine the fair value of a reporting unit, we historically have used a combination of up to three separate quantitative methods: comparable publicly-traded commercial banks in the Western and Southwestern states (“Market Value”); where applicable, comparable acquisitions of commercial banks in the Western and

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Southwestern states (“Transaction Value”); and the discounted present value of management’s estimates of future cash flows.

Critical assumptions that are used as part of these calculations may include:

•Selection of comparable publicly-traded companies based on location, size, and business focus and composition;

•Selection of market comparable acquisition transactions, if available, based on location, size, business focus and composition, and date of the transaction;

•The discount rate, which is based on our estimate of the cost of equity capital;

•The projections of future earnings and cash flows of the reporting unit;

•The relative weight given to the valuations derived by the three methods described; and

•The control premium associated with reporting units.

We apply a control premium in the Market Value approach to determine the reporting units’ equity values. Control premiums represent the ability of a controlling shareholder to change how we are managed and can cause the fair value of a reporting unit as a whole to exceed its market capitalization. Based on a review of historical bank acquisition transactions within our geographic footprint, and a comparison of the target banks’ market values 30 days prior to the announced transaction to the deal value, we have determined that up to a 25% control premium for the reporting units is appropriate.

Since estimates are an integral part of the impairment test computations, changes in these estimates could have a significant impact on our reporting units' fair value and the goodwill impairment amount, if any. Estimates include economic conditions, which impact the assumptions related to interest and growth rates, loss rates, and imputed cost of equity capital. The fair value estimates for each reporting unit incorporate current economic and market conditions, including Federal Reserve monetary policy expectations and the impact of legislative and regulatory changes. 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.

Weakening in the economic environment, a decline in the performance of the reporting units, or other factors could cause the fair value of one or more of the reporting units to fall below carrying value, resulting in a goodwill impairment charge. Additionally, new legislative or regulatory changes not anticipated in management’s expectations may cause the fair value of one or more of the reporting units to fall below the carrying value, resulting in a goodwill impairment charge. Any impairment charge would not affect our regulatory capital ratios, tangible common equity ratio, or liquidity position.

During the fourth quarter of 2021, we performed our annual goodwill impairment evaluation, effective October 1, 2021. We concluded that none of our reporting units were impaired. During the fourth quarter of 2020, we performed a full quantitative analysis and determined that the fair values of Zions Bank, CB&T, and Amegy exceeded their carrying values by 44%, 28%, and 12%, respectively. As part of the quantitative analysis, we also performed a hypothetical sensitivity analysis on the discount rate assumption to evaluate the impact of an adverse change to this assumption. If the discount rate applied to future earnings was increased by 100 bps, the fair values of Zions Bank, CB&T, and Amegy, would exceed their carrying values by 39%, 24%, and 9%, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Note 2 of the Notes to Consolidated Financial Statements discusses recently issued accounting pronouncements that we will be required to adopt. Also described is our expectation of the impact these new accounting pronouncements will have, to the extent they are material, on our financial condition, results of operations, or liquidity.

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