Zions Bancorporation, National Association (ZION)
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AGM 2019

May 31, 2019

Speaker 1

Okay. So I'll take your places. We'd like to call the meeting to order. I'd like to welcome you to Zions Corporation National Association's 2019 Annual Meeting of Shareholders. Before we begin, we request that you turn off cell phones, pagers, recorders and other electronic devices.

Rules of conduct for the meeting were distributed at the door. I'm Harris Simmons. I'm the Chairman and Chief Executive Officer of the bank. Sharing the platform with me is Thomas Larson, the General Counsel of the Bank and Secretary of the meeting. Mr.

Larson, you have affidavits of the notice of meeting and mailing of the notices. Yes, I do. Thank you. The notice and affidavits will be filed With the minutes, the meeting has been legally called and a forum is present. Our directors who are here with us today and I'd ask them to stand as their names Call are Jerry Atkin, Gary Quittendon, Surin Gupta, David Heaney, Vivian Lee, Scott McClain, Edward Murphy, Stephen Quinn, Barbara Yastine and nominee, Aaron Skonner.

I want to recognize Director Roger Porter, who is retiring from service on our Board after 29 years, he's been a really fabulous Board member for many years and has added greatly to this company and in serving all of us as shareholders. During Roger's tenure, he's served as our Lead Director for 6 years, chaired the Audit Committee for 14 years and has been a long time member of the compensation and nominating and corporate governance committees. Doctor. Porter is one of the nation's leading presidential historians and scholars, having taught for many years at the Harvard University's Kennedy School of Government and served our country as a senior official in 3 different presidential administrations. We're really grateful for his many years of service and his contributions Zions Bancorporation.

And I'd ask you to join me in thanking the institution. I also want to welcome our newest Board member, Aaron Sonner. Aaron is an extraordinary entrepreneur and a great leader in the information technology industry. He is CEO of Pluralsight, a Utah that Aaron co founded in 2004, he's built very quickly one of the premier businesses in the Intermountain West, a company that provides state of the art technology skill development solutions to over 17,000 businesses around the globe, including 2 thirds of all of the Fortune 500 Companies. In the 15 years since this business is founding, Aaron has built a company with a market value of over $4,500,000,000 which is a phenomenal accomplishment.

We're really pleased to welcome Aaron to our Board of Directors. Many of the principal officers of the bank and its are also here today. And I may call out some of them later to help answer your questions. Representatives from are also present. They will also be available to respond to appropriate questions.

Michael Medall and Brandon Bird have been appointed inspectors of election neither as a nominee for the Office of Director. The first item of business is the election of directors for a term of 1 year. Shareholder Paul Kelly will present this resolution. Mr. Kelly, would you please state your name and the fact of your stock ownership for the record?

Ernest H. Simmons, Air Lease Funders, to Marbury ASE. Thank you very much, Mr. Kelly. Is there a second to the motion?

Second. The Board recommends voting for these nominees. We are not aware of any shareholders who have complied with the bank's procedures for making any additional nominations. Accordingly, the nominations are closed. Proposal is now open for discussion.

Is there any discussion? There being none, shareholders who have not yet voted on the nominees may do so by marking an appropriate entry after Item number 1 on the ballot. Proposal 2 is to ratify the appointment of Ernst and Young LLP as the bank's independent auditor. Diane James will present this resolution. Ms.

James, would you please state your name and the fact that your self ownership for the record? Mr. Chairman, my name is Diane James, Thank you very much, Ms. James. And before you sit down, I also want to thank Diane James is retiring here in the next couple of weeks, something like that.

Yeah, end of the month. As our Head of Human Resources, we want to thank her for her service. Is there a second to vote? The Board recommends a vote for this proposal. The proposal is now open for discussion.

Is there any discussion? Being none, shareholders who have not yet voted or wish to change their vote on this proposal may do so by marking an appropriate entry after item number 2 on the ballot. The next item on the agenda is a vote on a non binding advisory basis to approve the 2018 compensation paid to the bank's executive officers named in the proxy statement. Thank you very much, Mr. Murakami.

Is there a second on the motion? Second. There's a second. The board recommends a vote for this proposal, which is now open for discussion. Is there any discussion?

There being no further discussion, shareholders who have not yet voted or who wish to change their vote on this proposal may do so by marking an appropriate entry after Item 3 on the ballot. Item 4 is to establish the preference of shareholders regarding the frequency of the non binding advisory vote on executive compensation. The options available to shareholders are about held annually every 2 years or every 3 years. Shareholders may also abstain from voting on this proposal. Shareholder Jennifer Erickson will present this resolution.

Erickson, would you please state your name and the fact that you're stock ownership for the record? Thanks for sharing. My name is Jennifer Erickson. I am a shareholder of record. Thank you very much, Ms.

Erickson. Board of Directors recommends that the advisory vote on executive compensation be held annually. The proposal is now open for discussion. Is there any discussion about the proposal? There being none, I would invite anyone who has not yet turned in a ballot and wishes to do so, raise your hand.

Is there anybody that needs a ballot? If you're not So any remaining who has not yet voted his or her shares and wishes to do so? There being none, I declare the place closed. Now I'd like to I'll give a just a brief report on the company's performance this past year and some of the things we're focused on currently. It was a very good year for us.

I think all of you are generally familiar with the company's footprint or operations. We operate across Western United States under actually 8 different brand names as banks from Texas up through the Pacific Northwest and everything west of that kind of line, an imaginary line, if you will. And this has been a very successful community focused way to conduct our business over many years. We ended the year just under $70,000,000,000 in total assets and with very strong capital and solid earnings. If you look at our Just reputationally, we think that we enjoy a great reputation in every market that we serve.

We're one of only 6 banks to have averaged 15 Greenwich Excellence Awards Since 2,009, when Greenwich Research Associates, which is the nation's premier market research firm in the financial services industry, began surveying small and middle market customers with respect to the experiences they were having with their banks. And we're very proud of a long string of accomplishment in being recognized by our customers through these Greenwich surveys. As we've pointed out before, we also recognized as having some of the great women in this industry. We have consistently been recognized by American Banker Magazine as having one of the top teams of women bankers in the industry and various local awards for banks around our system. We had in terms of financial performance this past year, earnings per share of $4.08 was $50,000,000 in net income.

That was up 57% on an earnings per share basis from 2017. Over the last 5 years, we've had a 43% total shareholder return. That's a share price appreciation plus dividends. And this past year, we achieved a new record in terms of pretax, pre provision income. This is Our pretax income before credit costs, because as we account for loan losses, There are timing differences between when we set aside money for a loan loss and when it may actually occur, but we build a reserve for it.

And there can be fluctuations in that reserve. So we tend to look at this in terms of pretax income before those credit costs. And I tend to focus on a cash basis on what kind of charge offs that we have. Well, before credit costs, we had pretax income that increased 13% to a record $1,126,000,000 Our pre tax income was actually higher than that because we had net recoveries in our loan portfolio. So we had 4 basis points, 400ths of a percentage points, dollars 16,000,000 of recoveries of previously charged off loans.

That doesn't happen very often, and can't happen consistently by definition, because you can't recover what you haven't charged off. It's as nice as that would be. So it was sort of more than a stellar year in terms of credit quality and income. Classified loans, loans that have defined problems decreased 38%. Our efficiency ratio, how many dollars it takes or earn $100 of revenue declined from 62 point 3% in 2017 to 59.6% this past year.

We had a 4% increase in our total loans outstanding. Deposits increased 2% up to $53,200,000,000 Our capital and liquidity are in very strong shape among the best in the regional bank space. And we increased our common dividends per share 136 percent from $0.44 in 2017 to $1.04 in 2018. At The same time we repurchased a short of 13,000,000 shares or about 6.6% of our beginning share count. I've mentioned capital.

This shows what is the most highly focused on capital ratio by regulators and by investors, is our common equity Tier 1 ratio, which is essentially common shareholders' equity divided by risk weighted assets. And you'll see there that this is at the end of the first quarter, so we've updated this beyond year end. But relative to a group of pure banks, we're in very strong shape. And This is the case even as we've increased our dividend and been buying back shares and trying to right size our capital accounts somewhat, but remaining very conservative. We have a very, very strong deposit base.

This is part of the liquidity story of this company. Our deposits composition is disproportionately comes from retail, which is going to say consumer and small business accounts. And it's a very attractive deposit franchise we have. On the right side of this slide, you can see non interest bearing deposits. These are checking accounts as a percentage of total deposits.

And the green line on top is our percentage and the gray line right below it is the top quartile of our peer group, the blue line at the bottom there is the bottom quartile. So you can see that we're performing way beyond the top quartile in terms of the portion of our deposits that are noninterest largely operating accounts. These are used by businesses largely to run their businesses a lot of transaction activity, and so it's a very attractive deposit franchise. The dotted line is showing the Fed funds rate going back to 2,007 and how it was very, very low for a long time. It's been ticking back up.

As that's happened, these demand deposits will tend to slump off as depositors start looking for yield. Credit quality is, like I said, has been exceptional. Our on the right side of this chart, you can see the net charge offs to average loans for the 12 months was the best among our defined peer group with net recoveries. And on the left side, you can see non performing assets and problem loans as a closer to the middle of the pack, although we have problems and this Slide is showing loan loss severity. When we define a problem as a non accrual loan, the loan that we put on non accrual status, The likelihood that we have a loss is much less than it is for other banks in the industry.

We tend to have A lot of collateral behind our loans. We're a secured lender and that limits the loss we have when we have problems. And you can see that that's been the case for a very long period of time here on the right side going back 14 years the data that we have, but we have a kind of a balanced approach to how we lend money around here and that served us well. We're spending a lot of time and money investing in digital capabilities and especially to serve small and midsized businesses, which is a really important target market for us. We've been revamping what we call the front door of our customers' digital experiences the introduction of new products and services that including an upgrade to our treasury Internet banking software and a lot of new digital products that you're starting to see just in the market here locally starting to advertise a new online mortgage, a Zip Mortgage that Zions Bank is offering that throughout the enterprise that is highly competitive with any digital mortgage experience you can find in the marketplace.

We're very excited about that. But we're doing a real revamp of all of our digital offerings. Over the course of the next 2 years, you'll see a lot of new capabilities coming to our customers. We've made onboarding easier. We have a 5 minute open a checking account online in as little as 5 minutes.

We're putting in place capabilities that really dramatically improve our ability to look at our customers, kind of a 360 review of our customers, relationships with us and underlying technology platform that in core systems that's going to allow us to be really agile and very competitive with any bank that we compete with. Is a little bit of a busy slide, but it will give you just an idea of some of the things that we're working through and implementing over the course of the next couple of years, starting with foundational software down at the bottom. We've just completed the 2nd release of 3 releases of our core transformation project replacing all of our core loan and deposit software, which was done very successfully back in February. We're in about the 6th inning of a 9 year project to replace all of that software and it's a highly complex undertaking, but it's going to leave us in very, very, very solid shape for the future. And now a variety of other initiatives that will benefit customers in the months years ahead.

We're very focused on A lot of improvement, what we call simple, easy, fast and safe initiatives that streamline how we do business. Part of this, as we said last year, and was accomplished last year, was the merger of Our bank, we merged all of the individual banks in a single charter. We now merged the holding company into that charter. So we have really one legal entity for the most part. We have a couple of subsidiaries to the bank now, but we're now a publicly traded bank that has dramatically the regulatory requirements that we deal with.

So, of course, we're a very strong regulator in the Office of the Control of the Currency and that's working out very well. We have a number of initiatives that we're pursuing that are making a big difference And it's showing up in the numbers. If you look at The top left hand slide or chart here is showing net revenue indexed to 100 going back to the end of 2014. And the gray bar there at the top is the pure top quartile. The blue bar is the bottom quartile.

So we're kind of in between. We're someplace in between. Our revenue hasn't grown quite as fast as, say, top quartile peers. But our expense I bet so if the middle of the top slide there is showing the index net non interest expense. And you can see there, we're actually our experience has been much better than the top quartiles.

It is one where being low is better. And Then further to the right, the indexed pre provision net revenue. And there, we've dramatically past our peers. And you see that as well in the bottom left hand slide, which is this net revenue operating income before credit losses and then subtracting out actual charge offs. And so There in earnings per share growth, we've had some very, very strong experience over the last several years and the last year was no exception.

That shows in our efficiency ratio, which is you want to have a low efficiency ratio is how much takes $200 of revenue. That's been coming down very significantly over the last few years. And For the full year last year, dipped under 60%. The Q1 has ticked back up. The Q1 has always tends to tick up for some seasonal reasons.

But our determination is to drive that down into the mid-50s kind of range. Return on assets, you can see we're about median for the group. And as we look ahead into 2020, the rest of this year, 2020, we're really focused on continued Operating leverage, having revenue growing a little faster than expenses, a lot of these initiatives, simplification initiatives are feeding into that. We are really focused on trying to reduce the volatility in our results. We have adjusted our balance sheet so that in a period of changing rates, we are likely to be a little more neutral than we've been in the past, and that should provide some protection against both a lower interest rate environment and won't give us as much upside in a rising rate environment, but we don't think that that's likely to see that here in the near future.

We're working really hard. We have a lot of people working on technology upgrades and digital strategies, as mentioned. We are rightsizing our capital. We talk a lot about return on capital and return on capital. And so our capital levels are somewhat high.

We are working on getting that to still probably a little high relative to our peer group, but not as high as they've been. That will free up capital that we can distribute either as dividends or in buying back shares. And at the heart of all, it's continuing to maintain this very local approach that we have that really differentiates us from the large national banks, has us feel a lot more like a community bank, but with a lot more capability, balance sheet and product set. And part of that determination is a lot of training of our bankers. We want to Ensure that the experience our customers have in our branches is materially different than they have with other banks By providing our bankers with more training, we hope with greater longevity their tenure there in the branch, they'll see that as a place they can have a great career.

We have some fabulous bankers in this organization who've done that and it means the world to us in terms of the quality of the customer base that we develop. And so we're determined that we're going to have really seasoned bankers in our branches at a time when a lot of banks are really trying to cut back and slim down what happens in the branch. We're really grateful for your support. We think we've got a Solid year ahead of us. It's a the markets are challenging.

The shape of the yield curve suggests that we might have coming at us. We don't see indications of that yet, but that's a real risk. We think we're really well positioned for any recession that we might experience in the economy and that will make it through that in quite good shape. With that, let me ask if there are any questions that I could answer from any of Okay. That was pleasant.

Yeah. Yeah. Where's where's Gerald Armstrong? I would that being the case, I'll ask the secretary to give the results of voting as contained in The Thank you very much, Mr. Larson.

There being no further business, the annual meeting is now concluded and the motion for adjournment is in order. So moved. A motion. Is there a second? Second.

All in favor, say aye. Aye. Any opposed, no. Meeting is adjourned. Thank you very much for being with us today.

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