These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about future financial and operating results, the potential timing or consummation of the proposed transaction described in the presentation and receipt of regulatory approvals or determinations, or the anticipated benefits thereof, including without limitation, future financial and operating results. Actual results and outcomes may differ materially from those presented, either expressed or implied, including, but not limited to, those presented in Management’s Discussion and Analysis (“MDA”MD&A”). Important risk factors that may cause such material differences include, but are not limited to:

Except to the extent required by law, the CompanyBank specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

Zions Bancorporation, (“the Parent”) is a financial holding company organized under the laws of the State of Utah in 1955, and registered under the Bank Holding Company Act (“BHC Act”), as amended. The Parent owns and operates a commercial bank with a total of 433 branches at year-end 2017. The ParentNational Association and its subsidiaries (collectively “Zions Bancorporation, N.A.,” “the Company”Bank,” “we,” “our,” “us”) provideis a national commercial bank headquartered in Salt Lake City, Utah. The Bank owns and operates 434 branches at year-end 2019, and is currently planning to close 12 branches during 2020. The Bank provides a full range of banking and related services, primarily in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. The CompanyBank conducts its banking operations through seven separately managed and branded segments, which we sometimes refer to as

see “Foreign Exposure and Operations” on page 5352 in MD&A. The “Executive Summary” on page 3331 in MD&A provides further information about the Company.Bank.

The CompanyBank focuses on providing community banking services by continuously strengthening its core business lines of (1) smallsmall- and medium-sized business and corporate banking; (2) commercial and residential development, construction and term lending; (3) retail banking; (4) treasury cash management and related products and services; (5) residential mortgage servicinglending and lending;servicing; (6) trust and wealth management; (7) limited capital markets activities, including municipal finance advisory and underwriting; and (8) investment activities. It operates primarily through seven geographic regions, each with its own local branding, chief executive officer and management team.

In addition to providing a wide variety of commercial products and services, the CompanyBank provides a range of personal banking services to individuals, including home mortgages, bankcard, other installment loans, home equity lines of credit, checking accounts, savings accounts, certificates of deposit of various types and maturities, trust services, safe deposit facilities, and Internetinternet and mobile banking. The CompanyBank provides services to key market segments through its Private Client Services and Executive Banking Groups.groups. It offers self-directed brokerage services through Zions Direct and also offers comprehensive and personalized wealth management and investment services.

The CompanyBank has built specialized lines of business in capital markets and public finance and is a leader in small business administration (“SBA”) lending. The CompanyBank is one of the nation’s largest providers of SBA 7(a) and SBA 504 financing to small businesses. ItThe Bank owns an equity interestinterests in FAMC and is one of its top originatororiginators of secondary market agricultural real estate mortgage loans. The CompanyBank provides finance advisory and corporate trust services for municipalities. The CompanyBank also provides bond transfer, stock transfer, and escrow services nationally in its corporate trust business.

The CompanyBank operates in a highly competitive environment. The Company’sBank’s most direct competition for loans and deposits comes from other commercial banks, credit unions, and thrifts, including institutions that do not have a physical presence in our market footprint but solicit via the Internetinternet and other means. In addition, the CompanyBank competes with finance companies, mutual funds, insurance companies, brokerage firms, securities dealers, investment banking companies, financial technology and other non-traditionalnontraditional lending and banking companies, and a variety of other types of companies. These companies may have fewer regulatory constraints and some have lower cost structures or tax burdens.

The primary factors in competing for business include the quality of service delivered, our local community knowledge, convenience of office locations, online banking functionality and other delivery methods, range of products offered, pricing, and pricing.the overall relationship with our clients. The CompanyBank must compete effectively along all of these dimensions to remain successful.

This section describes the material elements of selected laws and regulations applicable to the Company.Bank. The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described. Changes in applicable laws or regulations, and in their application by regulatory agencies, cannot be predicted, butpredicted; however, they may have a material effect on the business and results of the Company.Bank.

On November 20, 2017,September 30, 2018, we announced a proposalcompleted the merger of Zions Bancorporation, the Bank’s former holding company, with and into Zions Bancorporation, N.A., sometimes referred to streamline our corporate structure by mergingherein as the Parent into its bank subsidiary, ZB, N.A. and, in connection with the proposed restructuring, our intention to file an application“restructuring.” More information

The banking and financial services business in which we engage is highly regulated. Such regulation is intended among other things, to improve the stability of banking and financial companies and to protect the interests of customers including both loan customers and depositors, and taxpayers. These regulations are not, however, generally intended to protect the interests of our shareholders or creditors, and in fact may have the consequence of reducing returns to our shareholders. This regulatory framework has been materially revisedBanking laws and expanded since the 2008-2009 financial crisis and recession. In particular, the Dodd-Frank Act and regulations promulgated pursuant to it have given financial regulators expanded powers over nearly every aspectmany aspects of the Company’s business. These include, among other things, new, higher regulatory capital requirements; regulation of dividends and other forms of capital distributions to shareholders through annual stress testing and capital planning processes; heightened liquidity and liquidity stress testing requirements,financial services industry, which include specific definitions of the types of investment securities that qualify as “high-quality liquid assets” and which effectively limit the portion of the Company’s balance sheet that can be used to meet the credit needs of its customers; specific limitations on mortgage lending products and practices; specific limits on certain consumer payment fees; and subjecting compensation practices to specific regulatory oversight and restrictions. Individually and collectively, these additional regulations have imposed and will continue to impose higher costs on the Company, and have reduced and may continue to reduce returns earned by shareholders. Some aspects

Legislative changes to laws governing the financial industry occur frequently; some of this legislation materially affects the Dodd-Frank Act continue to be subject to rulemaking,manner in which we and other financial institutions operate, including increasing the majoritycosts and other burdens of conducting our businesses. In addition, the rules thatbanking agencies regularly promulgate new regulations or modify existing regulations, which also have been adopted may be subject to interpretation or clarification,significant impact on the financial industry. The content and accordingly, the impact of such regulatory changes cannot presently be presently determined. Recent political developments, including the change in the executive administration of the United States, have increased uncertainty to the implementation, scope, and timing of regulatory reforms, including those related to the implementation of the Dodd-Frank Act. The CompanyBank is committed to both satisfying heightened regulatory expectations and providing attractive shareholder returns. However, given the still-changingever-evolving regulatory environment, and such uncertainty, the results of these efforts cannot yet be known.

Regulations promulgated under the Dodd-Frank Act require usmany banks to maintain greater levels of capital and liquid assets than was generally the case beforeprior to the crisisenactment of the Dodd-Frank Act and limit the forms of capital

that we will be able tosuch banks rely upon for regulatory purposes. In addition,Certain bank holding companies and other financial institutions, known as systemically important financial institutions ("SIFIs") are required to adhere to “enhanced prudential supervision” requirements of the Dodd-Frank Act and the annual Comprehensive Capital Analysis (“CCAR”) process administered by the FRB, which in its supervisory role with respecteffect requires SIFIs to our stress testing andmaintain capital planning, our ability to deliver returns to our shareholders through dividends and stock repurchases is subject to prior non-objectionbased on hypothetical scenarios dictated by the FRB. The stress testingAs a result of the restructuring and capital plan processes also could substantiallyFSOC approval, the Bank is no longer subject to these requirements. However, the Bank continues to be subject to the OCC’s heightened standard guidelines, which establish enhanced requirements for national banks with assets of $50 billion or more, and other regulatory requirements that reduce ourits flexibility to return capital to shareholders and respond to market developments and opportunities in such areas as capital raising and acquisitions. Additionally, in May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act, also known as “the Crapo Bill,” was signed into law, reducing regulatory requirements for many banking institutions and exempting the Bank from the capital planning actions as required by the Dodd-Frank Act.

The Dodd-Frank Act’s provisions and related regulations also affect the fees we must pay to regulatory agencies and the pricing of certain products and services, including the following:

The Dodd-Frank Act also created the CFPB, which is responsible for promulgating regulations designed to protect consumers’ financial interests and examining large financial institutions for compliance with, and enforcing, those

The Dodd-Frank Act contains numerous provisions that limit or place significant burdens and costs on activities traditionally conducted by banking organizations, such as originating and securitizing mortgage loans and other financial assets, arranging and participating in swap and derivative transactions, proprietary trading and investing in private equity and other funds. For the affected activities, these provisions may result in increased compliance and other costs, increased legal risk, and decreased scope of product offerings and earning assets.

During the second quarter of 2016, the U.S. financial regulators, including the FRB and the SEC, proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets (including Zions)the Bank). The proposed revised rules would establish general qualitative requirements applicable to all covered entities, additional specific requirements for entities with total consolidated assets of at least $50 billion, such as Zions,the Bank, and further, more stringent requirements for those with total consolidated assets of at least $250 billion. The general qualitative requirements include: (i) prohibiting incentive arrangements that encourage inappropriate risks by providing excessive compensation; (ii) prohibiting incentive arrangements that encourage inappropriate risks that could lead to a material financial loss; (iii) establishing requirements for performance measures to appropriately balance risk and reward; (iv) requiring board of director oversight of incentive arrangements; and (v) mandating appropriate record-keeping. For larger financial institutions, including Zions,the Bank, the proposed revised regulations would also introduce very prescriptive requirements relating to the types and percentages, the timing of the realization, and the risk of forfeiture of incentive compensation awarded to “senior executive officers” and “significant risk-takers.” The regulators have not yet issued any final rules.

The information contained in Item 12 of this Form 10-K is incorporated by reference herein.