UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 20022005

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

COMMISSION FILE NUMBER 0-2610


ZIONS BANCORPORATION

(Exact name of Registrant as specified in its charter)

UTAH


 

87-0227400


UTAH
(State or other jurisdiction
of

incorporation or organization)
 87-0227400
(Internal Revenue Service Employer
Identification Number)

ONE SOUTH MAIN, SUITE 1134
SALT LAKE CITY, UTAH


 

84111



One South Main, Suite 1134
Salt Lake City, Utah
(Address of principal executive offices)
 
84111
(Zip Code)

Registrant’s telephone number, including area code: (801) 524-4787

Securities registered pursuant to Section 12(b) of the act:Act:

 

Title of Each Class


Name of Each Exchange on Which Registered

Senior Floating Rate Notes Due January 14, 2005
Senior Floating Rate Notes Due October 15, 2004
Guarantee related to 8.00% Capital Securities of
Zions Capital Trust B

Guarantee related to Fixed/Floating Rate Subordinated Notes due May 15, 2011

Fixed/Floating Rate Subordinated Notes due October 15, 2011

6% Subordinated Notes due September 15, 2015

New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange

Securities registered pursuant to Section 12 (g)12(g) of the act:Act:

Common Stock, Stock Purchase Rights – without par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  o¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x        Accelerated filer  ¨        Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes  x¨    No  ox

 

Aggregate Market Value of Common Stock Held by Non-affiliates at June 30, 2005

  $6,563,468,019

Number of Common Shares Outstanding at February 17, 2006

   105,876,061 shares

Aggregate Market Value of Common Stock Held by Nonaffiliates at June 30, 2002

$4,599,245,090

Number of Common Shares Outstanding at March 3, 2003

90,457,596 Shares

Documents Incorporated by Reference:

Portions of 2002 Annual Report to Shareholders – Incorporated into Parts I, II and IV

the Company’s Proxy Statement (to be dated approximately March 21, 2006) for the Annual Meeting of Shareholders to be held April 25, 2003May 1, 2006 – Incorporated into Parts I andPart III




 



FORM 10-K CROSS-REFERENCE INDEX

 

 

 

 

Page

 

 

 

 

 


 

 

 

 

 

Form
10-K

 

Annual
Report (1)

 

 

 

PART I

 

 

 

 

 

Item 1.

 

Business

 

 

 

 

 

 

 

Description of Business

 

2-4

 

26-101

 

 

 

Statistical Disclosure:

 

 

 

 

 

 

 

Distribution of Assets, Liabilities and Stockholder’s Equity; Interest Rates and Interest Differential

 

 

34-38

 

 

 

Investment Portfolio

 

 

42-43, 69-70, 75-76

 

 

 

Loan Portfolio

 

 

44-46, 50-51, 70, 77

 

 

 

Summary of Loan Loss Experience

 

 

51-53, 70-71, 77

 

 

 

Deposits

 

 

36-37, 47, 84

 

 

 

Return on Equity and Assets

 

 

*, 27, 30-31

 

 

 

Short-Term Borrowings

 

 

84

 

 

 

Segment Results

 

 

28-34, 95-97

 

Item 2.

 

Properties

 

4

 

30-31, 91

 

Item 3.

 

Legal Proceedings

 

4

 

91

 

Item 4.

 

Submission of Matters to a Vote of Security Holders (in fourth quarter 2002) (3)

 

 

 

 

 

Executive Officers of the Registrant (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II

 

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity and Related Stockholder Matters

 

5

 

*, 86, 91-92

 

Item 6.

 

Selected Financial Data

 

 

*, 60

 

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

26-60

 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

54-57

 

Item 8.

 

Financial Statements and Supplementary Data

 

 

61-101

 

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

PART III

 

 

 

 

 

Item 10.

 

Directors and Executive Officers of the Registrant (2)

 

 

 

Item 11.

 

Executive Compensation (2)

 

 

 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management (2)

 

 

 

Item 13.

 

Certain Relationships and Related Transactions (2)

 

 

 

Item 14.

 

Controls and Procedures

 

5

 

 

 

 

 

 

 

 

 

 

 

 

PART IV

 

 

 

 

 

Item 15.

 

Exhibits, Financial Statement Schedules and Reports on Form 8-K

 

5-7

 

61-101

 

Report of Independent Auditors

 

 

61

 

Consolidated Financial Statements

 

 

62-101

 

Signatures

 

8

 

 

Certification of Chief Executive Officer

 

9

 

 

Certification of Chief Financial Officer

 

10

 

 


(1)The 2002 Annual Report to Shareholders, portions of which are incorporated by reference into this Form 10-K.

(2)Incorporated by reference from the Company’s Proxy Statement dated March 17, 2003.

(3)None.

*Financial Highlights – inside front cover of 2002 Annual Report to Shareholders.

 


   

Page


      Form 10-K

  Annual Report

   

PART I

      

Item 1.

  Business      
   

Description of Business

  2-5  20-123
   

Statistical Disclosure:

      
   

Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest Differential

     37-40
   

Investment Portfolio

     56-58, 87, 92-95
   

Loan Portfolio

     59-61, 87-88, 95-97
   

Summary of Loan Loss Experience

     32-33, 62-68, 88, 95-97
   

Deposits

     38-39, 61, 103
   

Return on Equity and Assets

     *, 28
   

Short-Term Borrowings

     103
   

Segment Results

     45-55, 117-119

Item 1A.

  Risk Factors  5-6  20, 62-76

Item 1B.

  Unresolved Staff Comments (1)      

Item 2.

  Properties     45-55, 111

Item 3.

  Legal Proceedings  6  111

Item 4.

  

Submission of Matters to a Vote of Security Holders (in fourth quarter 2005) (1)

      
   

PART II

      

Item 5.

  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  6-7  *, 106, 112-113

Item 6.

  Selected Financial Data     *

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     20-78

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

     68-72

Item 8.

  Financial Statements and Supplementary Data     80-123

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure (1)

      

Item 9A.

  Controls and Procedures  8  78-79

Item 9B.

  Other Information (1)      
   

PART III

      

Item 10.

  Directors and Executive Officers of the Registrant (2)  8   

Item 11.

  Executive Compensation (2)  8   

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (2)

  8   

Item 13.

  Certain Relationships and Related Transactions (2)  8   

Item 14.

  Principal Accountant Fees and Services (2)  8   
   

PART IV

      

Item 15.

  Exhibits and Financial Statement Schedules  8-13  80-123

Report on Consolidated Financial Statements

     80

Consolidated Financial Statements

     80-123

Signatures

  14   

(1)None.  
(2)Incorporated by reference from the Company’s Proxy Statement to be dated approximately March 21, 2006.
*Financial Highlights – inside front cover of 2005 Annual Report to Shareholders.

1


PART I

ITEM 1.BUSINESS

DESCRIPTION OF BUSINESS

Description of Business

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 of 1956, as amended. Zions Bancorporationamended (the “BHC Act”). The Parent and its subsidiaries (“the(collectively “the Company”) own and operate sixeight commercial banks with a total of 416 offices.475 offices at year-end 2005. The Company provides a full range of banking and related services through its banking and other subsidiaries, primarily in Utah, California, Texas, Arizona, Nevada, Colorado, Idaho, California, Nevada, Arizona, ColoradoWashington, and Washington.Oregon. Full-time equivalent employees totaled 8,07310,102 at year-end 2002.2005. For further information about the Company’s industry segments, see “Business Segment Results” in Management’s CommentsDiscussion and Analysis (“MD&A”) and Note 23 of the Notes to Consolidated Financial Statements. For further information about the Company’s foreign operations, see “Foreign Operations” in Management’s Comments.

Growth

While the Company’s internally generated growth remained very strong during 2002, the Company also continued to build the business through acquisitions that complement its strategies and build on its core strengths. ForMD&A. The “Executive Summary” in MD&A provides further information about merger activities, see Note 3 of the Notes to Consolidated Financial Statements.Company.

Products and Services

PRODUCTS AND SERVICES

The Company focuses on maintaining community–mindedcommunity-minded banking services by continuously strengthening its core business lines of retail banking, small and medium–sizedmedium-sized business lending, residential mortgage, and investment activities. It operates sixeight different banks in eight western states;ten Western states with each bank operatesoperating under a different name and each hashaving its own chief executive officer and management team. The banks provide a wide variety of commercial and retail banking and mortgage lending products and services. The Company provides commercial loans, lease financing, cash management, electronic check clearing, lockbox, customized draft processing, and other special financial services for business and other commercial banking customers. The Company also provides a wide range of personal banking services to individuals, including home mortgages, bankcard, student and other installment loans, and home equity lines of credit, checking accounts, savings accounts, time certificates of various types and maturities, trust services, safe deposit facilities, direct deposit, and 24-hour ATM access. The Company also providesIn addition, certain banking subsidiaries provide services to key market segments through itstheir Women’s Financial, Private Client Services, and Executive Banking Groups. We also offer wealth management services through a subsidiary, Contango Capital Advisors, Inc., that was launched in 2004.

In addition to these core businesses, the Company has built specialized lines of business in capital markets and public finance. The Companyfinance and is also a leader in U.S. Small Business Administration lending. Through its six bankeight banking subsidiaries, the Company provides SBASmall Business Administration (“SBA”) 7(a) loans to small businesses throughout the United States and is also one of the largest providers of SBA 504 financing in the nation. The Company also owns an equity interest in the Federal Agricultural Mortgage Corporation (“Farmer Mac”) and is the nation’s top originator of secondary market agricultural real estate mortgage loans through Farmer Mac. The Company is a leader in municipal finance advisory and underwriting services. It isThe Company also a leader in the emerging electronic corporate bond trading market, and it owns an equity interest in and is represented on the board of Garban-Intercapital plc, a London Stock Exchange listed company that is a leader in electronic securities trading in the United States. Fourcontrols four venture capital companies owned by the Companythat provide early-stage capital, primarily for start-up companies located in the Western United States.

Competition

Zions Bancorporation and its subsidiaries operate inCOMPETITION

As a highly competitive environment due toresult of the diverse financial services and products they offer.it offers, the Company operates in a highly competitive environment. Competitors include not only other banks, and thrift institutions and credit unions, and mutual funds, but also insurance companies, finance companies, mutual funds, brokerage firms, securities dealers, investment banking companies, and a variety of other financial services and advisory companies. ManyMost of these entities compete across geographic boundaries and provide customers with increasing access to meaningful alternatives to banking services in many significant products. In addition, many of these competitors are not subject to the same regulatory restrictions as the Company. Most of these competitors compete across geographic boundaries and provide customers increasing access to meaningful alternatives to banking services in many significant products. These competitive trends are likely to continue.

Supervision and Regulation

SUPERVISION AND REGULATION

On July 30, 2002, the Senate and the House of Representatives of the United States (Congress) enacted the Sarbanes-Oxley Act of 2002, a law that addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of

2


corporate information. Effective August 29, 2002, as directed by Section 302(a)The Nasdaq has also adopted corporate governance rules, which intend to allow shareholders to more easily and efficiently monitor the performance of Sarbanes-Oxley, the Company’s chief executive officercompanies and chief financial officer are each required to certify that the Company’s Quarterly and Annual Reports do not contain any untrue statement of a material fact. The rules have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the Company’s internal controls; they have made certain disclosures to the Company’s auditors and the audit committee of the Board of Directors about internal controls; and they have included information in the Company’s Quarterly and Annual Reports about theirevaluation and whether there have been significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation.their directors.

 


2


The Board of Directors of Zions Bancorporationthe Parent has approvedimplemented a seriessystem of actions to strengthen and improve its already strong corporate governance practices, including the adoption of newpractices. This system included Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and new charters for the Audit, Credit Review, Executive Compensation, and Nominating and Corporate Governance Committees. More information on Zions Bancorporation’sthe Company’s corporate governance practices will beis available on the Zions BancorporationCompany’s website atwww.zionsbancorporation.com.

The enactment of the Gramm-Leach-Bliley Act of 1999 (“the GLB Act”) represented a pivotal point in the history of the financial services industry. The GLB Act swept away large parts of a regulatory framework that had its origins in the Depression Era of the 1930s. Effective March 11, 2000, new opportunities became available for banks, other depository institutions, insurance companies and securities firms to enter into business combinations that permit a single financial services organization to offer customers a more complete array of financial products and services. The GLB Act provides a new regulatory framework through a financial holding company, which has as its umbrella regulator the Federal Reserve Board (“FRB”). FunctionalThe functional regulation of the financial holding company’s separately regulated subsidiaries of a holding company is conducted by theirthe subsidiary’s primary functional regulator. To qualify for and maintain status as a financial holding company, a company must satisfy certain ongoing criteria.

The GLB Act also provides a federal right toregulations dealing with privacy for non-publicnonpublic personal information of individual customers. Thecustomers, which the Company and its subsidiaries must comply with. In addition, the Company, including its subsidiaries, is also subject to certainvarious other federal and state laws that deal with the use and distributiondisclosure of nonpublic personal information.

Zions Bancorporation

The Parent is a financial holding company and, as such, is subject to regulation under the Bank Holding Company Act of 1956, as amended (“the BHC Act”).Act. The BHC Act requires the prior approval of the FRB for a financial holding company to acquire or hold more than 5% voting interest in any bank, and restricts interstate banking activities.bank. The BHC Act allows, subject to certain limitations, interstate bank acquisitions and interstate branching by acquisition anywhere in the country.

The BHC Act restricts the Company’s nonbanking activities to those that are permitted for financial holding companies or that have been determined by the FRB to be financial in nature, incidental to financial activities, or complementary to a financial activity. The BHC Act does not place territorial restrictions on the activities of nonbank subsidiaries of bankfinancial holding companies. The Company’s banking subsidiaries are subject to limitations with respect to transactions with affiliates.

The Company’s banking subsidiaries are also subject to various requirements and restrictions in both the laws of the United States and in the states in which the banks operate. These include restrictions on on:

transactions with affiliates;
the amount of loans to a borrower and its affiliates, affiliates;
the nature and amount of their investments, any investments;
their ability to act as an underwriter of securities, securities;
the opening of branchesbranches; and
the acquisition of other financial entities. The

In addition, the Company’s subsidiary banks are subject to either the provisions of the National Bank Act or the banking laws of their respective states, as well as the rules and regulations of the Comptroller of the Currency (“OCC”), the FRB, and the Federal Deposit Insurance Corporation (“FDIC”). They are also under the supervision of, and are subject to periodic examination by, the Comptroller of the Currency (“OCC”)OCC or their respective state banking departments, and are subject to the rules and regulations of the OCC, the FRB, and the Federal Deposit Insurance Corporation (“FDIC”).FDIC.

The FRB has established capital guidelines for financial holding companies. The OCC, the FDIC, and the FRB have also issued regulations establishing capital requirements for banks under federal law.banks. Failure to meet capital requirements could subject the Company and its subsidiary banks to a variety of restrictions and enforcement remedies. See Note 20 of the Notes to Consolidated Financial Statements for information regarding capital requirements.

The U.S. federal bank regulatory agencies’ risk-capital guidelines are based upon the 1988 capital accord of the Basel Committee on Banking Supervision (“the BIS”(the “BIS”). The BIS is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines that each country’s supervisors can use to determine the supervisory policies they apply. In January 2001, the BIS released a proposal to replace the 1988 capital accord with a new capital accordframework that would set capital requirements for operational risk and refinematerially change the existing capital requirements for credit risk and market risk

3


exposures. Operational risk is defined by the proposal to mean the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. The 1988 capital accord does not include separate capital requirements for operational risk.

In 2002January 2005, the BIS published proposedU.S. banking regulators issued an interagency statement with regard to the U.S. implementation of the Basel II Framework. They have set January 2008 as the effective date for the final regulations, with mid-year 2006 for the publication of the final rule. The regulators have previously stated that approximately the ten largest U.S. bank holding companies will be required to adopt the new standard, and that others may elect to “opt in”. We do not currently expect to be an early “opt in” bank holding company, as the Company does not have in place the data collection and analytical capabilities necessary to adopt Basel II. However, we believe that the competitive advantages afforded to companies that do adopt the framework will make it necessary for the Company to elect to “opt in” at some point, and we have begun investing in the required capabilities.

Also, in October 2005, the U.S. banking regulators issued an interagency Advance Notice of Proposed Rulemaking for modifications to its January 2001 proposal. While the ultimate timingBasel I framework for those banks not adopting Basel II. The regulatory agencies are currently evaluating the new accord and the specifics of capital assessments for addressing operational risk are uncertain, the BIS has stated that its objectivenumerous comments received on this proposal, which is commonly referred to finalize a new capital accord in the fourth quarter of 2003 and for member countries to implement the new accord at year-end 2006. The Company expects that a new capital accord addressing operational risk will eventually be adopted by the BIS and implemented by the U.S. federal bank regulatory agencies.as Basel 1a.

Dividends payable by the subsidiary banks to Zions Bancorporationthe Parent are subject to various legal and regulatory restrictions. These restrictions and the amount available for the payment of dividends at year-end are summarized in Note 20 of the Notes to Consolidated Financial Statements.

 


3


The Financial Institutions Reform, Recovery, and Enforcement Act of 1989 provides that the Company’s bank subsidiaries are liable for any loss incurred by the FDIC in connection with the failure of an affiliated insured bank.

The Federal Deposit Insurance Corporation Improvement Act of 1991 prescribes standards for the safety and soundness of insured banks. These standards relate to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, as well as other operational and management standards deemed appropriate by the federal banking regulatory agencies.

The Community Reinvestment Act (“CRA”) requires banks to help serve the credit needs in their communities, including credit to low and moderate income individuals. Should the Company or its subsidiaries fail to adequately serve their communities, penalties may be imposed including denials of applications to add branches, relocate, add subsidiaries and affiliates, and merge with or purchase other financial institutions. The GLB Act requires “satisfactory” or higher CRA compliance for insured depository institutions and their financial holding companies in order for them to engage in new financial activities. If one of the Company’s banks should receive a CRA rating of less than satisfactory, the Company could lose its status as a financial holding company.

On October 26, 2001, the President signed into law comprehensive anti-terrorism legislation known as the USA PATRIOT Act of 2001 (the “USA Patriot Act”). Title III of the USA Patriot Act substantially broadenedbroadens the scope of U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creatingdefining new crimes and related penalties, and expanding the extra-territorial jurisdiction of the United States. The U.S. Treasury Department (“the Treasury”) has issued a number of implementingimplementation regulations, which apply various requirements of the USA Patriot Act to financial institutions such as theinstitutions. The Company’s bank and broker-dealer subsidiaries and mutual funds and private investment companies advised or sponsored by the Company’s subsidiaries. Thosesubsidiaries must comply with these regulations. These regulations also impose new obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing. Treasury is expected to issue a number of additional regulations, which will further clarify the USA Patriot Act’s requirements.

Failure of a financial institution to comply with the USA Patriot Act’s requirements could have serious legal and reputa-tionalreputational consequences for the institution. The Company has adopted appropriate policies, procedures and controls to address compliance with the requirements of the USA Patriot Act under the existing regulations and will continue to revise and update its policies, procedures and controls to reflect changes required by the Act and the Treasury’s regulations.

Regulators, Congress, and Congressstate legislatures continue to enact rules, laws, and policies to regulate the financial services industry and to protect consumers. The nature of these laws and regulations and the effect of such policies on future business and earnings of the Company cannot be predicted.

Government Monetary Policies

4


GOVERNMENT MONETARY POLICIES

The earnings and business of the Company are affected not only by general economic conditions, but also by fiscal and other policies adopted by various governmental authorities. The Company is particularly affected by the policies of the FRB, which affects the national supply of bank credit. The instruments and methods of monetary policy available to the FRB include include:

open-market operations in U.S. government securities;
adjustment of the discount rates or cost of bank borrowings;
imposing or changing reserve requirements against member bank deposits; and
imposing or changing reserve requirements against certain borrowings by banks and their affiliates.

These methods are used in varying combinations to influence the overall growth or contraction of bank loans, investments and deposits, and the interest rates charged on loans or paid for deposits.

In view of the changing conditions in the economy and the effect of the FRB’s monetary policies, it is difficult to predict future changes in loan demand, deposit levels and interest rates, or their effect on the business and earnings of the Company. FRB monetary policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.

ITEM2.PROPERTIES

ITEM 1A.RISK FACTORS

The following list describes several risk factors which are significant to the Company:

In December 2005 the Company operates 415completed its merger with Amegy Bancorporation, Inc. The success of the merger will depend, in part, on our ability to realize the projected cost savings from the merger and on the continued growth and profitability of Amegy. We have been successful with prior mergers, but it is possible that the merger and integration process with Amegy could result in the loss of key employees, disruptions in controls, procedures and policies, or other factors that could affect our ability to realize the projected savings and successfully retain and grow the Amegy customer base.

Credit risk is one of our most significant risks. Over the last two years we have experienced historically high levels of credit quality. We do not see any indications that credit quality will significantly deteriorate, but it is unlikely that we will be able to maintain credit quality at these levels indefinitely. Economic conditions in the high growth geographical areas in which our banks operate have been strong, but events could result in weaker economic conditions including deterioration of property values that could significantly increase the Company’s credit risk.

Net interest income is the largest component of the Company’s revenue. The management of interest rate risk for the Company and all bank subsidiaries is centralized and overseen by an Asset Liability Management Committee appointed by the Company’s Board of Directors. The Company has been successful in its interest rate risk management as evidenced by its achieving a relatively stable interest rate margin over the last several years when interest rates have been volatile and the rate environment challenging. Factors beyond the Company’s control can significantly influence the interest rate environment and increase the Company’s risk. These factors include competitive pricing pressures for our loans and deposits and volatile market interest rates subject to general economic conditions and the polices of governmental and regulatory agencies, in particular the Federal Reserve Board.

The Company is exposed to accounting, financial reporting, and regulatory/compliance risk. The Company provides to its customers a number of complex financial products and services. Estimates, judgments and interpretations of complex and changing accounting and regulatory policies are required in order to provide and account for these products and services. Identification, interpretation and implementation of complex and changing accounting standards as well as compliance with regulatory requirements therefore pose an ongoing risk.

A failure in our internal controls could have a significant negative impact not only on our earnings, but also on the perception that customers, regulators and investors may have of the Company. We continue to devote a significant amount of effort, time and resources to improving our controls and ensuring compliance with complex accounting standards and regulations.

We have a number of business initiatives that, while we believe they will ultimately produce profits for our shareholders, currently generate expenses in excess of revenues. Two significant initiatives are Contango, a wealth

5


management business started in 2004, and NetDeposit, a subsidiary that provides electronic check processing systems. Our management of these businesses takes into account the development of revenues and control of expenses so that results of operations are not adverse to an extent that is not warranted by the opportunities these businesses provide.

U.S. and international regulators have proposed new capital standards commonly known as “Basel II”. These standards would apply to a number of our largest competitors, and potentially give them a significant competitive advantage. Sophisticated systems and data are required in order to adopt Basel II standards; the Company is developing but does not yet have these systems and data. More recently, U.S. banking regulators have proposed a possible “Basel 1a” standard that they think might reduce competitive inequities. However, our initial analysis indicates that a significant risk of competitive inequity would persist between banks operating under Basel 1a and those using Basel II.

The Company’s Board of Directors has established an Enterprise-wide Risk Management policy and appointed an Enterprise Risk Management Committee to oversee and implement the policy. In addition to credit and interest rate risk, the Committee also oversees and monitors the following risk areas: market risk, liquidity risk, operational risk, information technology risk, strategic risk, and reputation risk.

ITEM 2.PROPERTIES

At year-end 2005, the Company operated 473 domestic branches, of which 174220 are owned and 241253 are on leased premises. The Company also leases its headquarters offices.headquarter offices in Salt Lake City, Utah. Other operations facilities are variously owned or leased. The annual rentals under long-term leases for leased premises are determined under various formulas and factors, including operating costs, maintenance, and taxes. For information regarding rental payments, see Note 19 of the Notes to Consolidated Financial Statements.

ITEM3.LEGAL PROCEEDINGS

ITEM 3.LEGAL PROCEEDINGS

The information contained in Note 19 of the Notes to Consolidated Financial Statements is incorporated herein by reference.

 


4


PART II

ITEM5.

ITEM 5.MARKET FOR REGISTANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERSINFORMATION

The Company’s common stock is traded on the NASDAQNasdaq National Market under the symbol “ZION”. The last reported sale price of the common stock on NASDAQNasdaq on March 3, 2003February 17, 2006 was $42.54$80.13 per share.

The following table sets forth, for the periods indicated, the high and low sale prices of the Company’s common stock, as quoted on NASDAQ:Nasdaq:

 

 

2002

 

2001

 

 


 


 

 

High

 

Low

 

High

 

Low

 

 2005

    2004

 


 


 


 


 

     High

        Low    

        High    

        Low    

1st Quarter

 

$

59.46

 

$

48.32

 

$

64.00

 

$

45.75

 

 $  70.45    63.33    61.72    55.93

2nd Quarter

 

59.65

 

49.54

 

59.55

 

50.26

 

  75.17    66.25    62.04    54.08

3rd Quarter

 

55.34

 

42.30

 

60.04

 

50.23

 

  74.00    68.45    64.38    58.40

4th Quarter

 

 

44.37

 

 

34.14

 

 

53.61

 

 

42.30

 

  77.67    66.67    69.29    59.53

As of March 3, 2003,February 17, 2006, there were 6,6077,036 holders of record of the Company’s common stock.

Frequency

DIVIDENDS

The frequency and amount of dividends paid during the last two years:years are as follows:

 

 

 

1st Qtr

 

2nd Qtr

 

3rd Qtr

 

4th Qtr

 

 

 


 


 


 


 

2002

 

$

.20

 

$

.20

 

$

.20

 

$

.20

 

2001

 

$

.20

 

$

.20

 

$

.20

 

$

.20

 


      1st
    Quarter


 2nd
Quarter


 3rd
Quarter


 4th
Quarter


2005

 $  .36 .36 .36 .36

2004

  .30 .32 .32 .32

In

On January 2003,27, 2006, the Company’s Board of Directors approved a dividend of $0.21$.36 per share payable on February 26, 2003.22, 2006 to shareholders of record on February 8, 2006.

PART III

6


SHARE REPURCHASES

The following table summarizes the Company’s share repurchases for the fourth quarter of 2005:

   

Total number

of shares

  Average
price paid
  Total number of
shares purchased
as part of publicly
announced plans
  Approximate
dollar value of
shares that may
yet be purchased

Period


  repurchased (1)

  per share

  or programs

  under the plan

October

        614      $  70.06        –      $  59,253,657

November

        9,070       74.05  –       59,253,657

December

        20,230       75.95  –       59,253,657
   
      
    

Fourth Quarter

        29,914       75.26  –        
   
      
    

(1)Represents mature shares tendered for exercise of stock options and to cover payroll taxes on the vesting of restricted stock.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2005 with respect to the shares of the Company’s common stock that may be issued under existing equity compensation plans:

  

(a)

Number of securities
to be issued upon
exercise of
outstanding options,

 

(b)

Weighted average
exercise price of
outstanding options,

 

(c)

Number of securities
remaining available

for future

issuance under equity
compensation plans
(excluding securities

Plan Category (1)


 warrants and rights

 warrants and rights

 reflected in column (a))

Equity Compensation Plans Approved by Security Holders:

      

Zions Bancorporation 2005 Stock Option and Incentive Plan

       888,693     $      71.45       7,839,680    

Zions Bancorporation 1996 Non-Employee

    Directors Stock Option Plan

       178,289             53.00 –    

Zions Bancorporation Key Employee Incentive

    Stock Option Plan

           3,778,890             51.72 –    

Equity Compensation Plans Not Approved by Security Holders:

      

1998 Non-Qualified Stock Option and Incentive Plan

       621,700             55.79 –    
  
   

Total

       5,467,572             7,839,680    
  
   

(1)The table does not include information for equity compensation plans assumed by the Company in mergers. A total of 2,029,994 shares of common stock with a weighted average exercise price of $45.67 were issuable upon exercise of options granted under plans assumed in mergers and outstanding at December 31, 2005. The Company cannot grant additional awards under these assumed plans.

7


ITEM14. 9A.    CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, an

An evaluation was carried out underby the supervision andCompany’s management, with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-14(c)13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, the design and operationas of December 31, 2005, these disclosure controls and procedures were effective. There have been no significant changes in the Company’s internal control over financial reporting during the fourth quarter of 2005 that have materially affected or are reasonably likely to affect the Company’s internal control over financial reporting. See “Report on Management’s Assessment of Internal Control Over Financial Reporting” on page 78 of the Annual Report to Shareholders for management’s report on the adequacy of internal control over financial reporting. Also see “Report on Internal Control Over Financial Reporting” issued by Ernst & Young LLP on page 79 of the Annual Report to Shareholders.

The Report on Management’s Assessment of Internal Control Over Financial Reporting as of December 31, 2005 does not include the internal controls orof Amegy Corporation (acquired on December 3, 2005). This is consistent with the views of the staffs of the Office of the Chief Accountant and the Division of Corporation Finance in other factors that could significantly affect these controls subsequenttheir response to Question 3 in the datepublication of their evaluation.the Securities and Exchange Commission,Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, Frequently Asked Questions (revised October 6, 2004).

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference from the Company’s Proxy Statement to be dated approximately March 21, 2006.

ITEM 11.    EXECUTIVE COMPENSATION

Incorporated by reference from the Company’s Proxy Statement to be dated approximately March 21, 2006.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated by reference from the Company’s Proxy Statement to be dated approximately March 21, 2006.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference from the Company’s Proxy Statement to be dated approximately March 21, 2006.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference from the Company’s Proxy Statement to be dated approximately March 21, 2006.

PART IV

ITEM15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The Company’s Consolidated Financial Statements and reportreports of independent auditorsregistered public accounting firm are included in Exhibit 13.

Financial Statement Schedules – All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and have therefore been omitted.

Exhibits – The index of exhibits and any exhibits filed as part of the 2002 Form 10-K are accessible at no cost on the Company’s website at www.zionsbancorporation.com or through the United States Securities and Exchange Commission’s website at www.sec.gov. Copies of exhibits may also be requested from the Company’s investor relations department.

Reports on Form 8-K filed during the fourth quarter of 2002 and through the date of this Form 10-K filing:8

October 4, 2002 – Item 9. Exhibit 99. A copy of a press release dated October 3, 2002 reporting on charges related to expense reduction plans and impaired investments.

October 21, 2002 – Items 5 and 7. Exhibit 99.1. A copy of a press release dated October 17, 2002 announcing third quarter 2002 earnings with additional statements of income by quarter.

November 14, 2002 – Items 7 and 9. Exhibits 99.1 and 99.2. Certifications, dated November 14, 2002, of Chief Executive Officer of the Company, Harris H. Simmons, and Chief Financial Officer, Doyle L. Arnold, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

January 23, 2003 – Item 9. Exhibit 99. A copy of a press release dated January 23, 2003 announcing fourth quarter 2002 earnings.


5


List of Exhibits:

 

Exhibit
Number

Description

Exhibit
 Number 


Description


3.1

  2.1

Agreement and Plan of Merger dated as of July 5, 2005 by and among Zions Bancorporation, Independence Merger Company, Inc. and Amegy Bancorporation, Inc., incorporated by reference to Exhibit 2.1 of Form 8-K/A filed on July 8, 2005.*
  3.1Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993.

*

3.2

Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 30, 1997, (filed herewith).

incorporated by reference to Exhibit 3.2 of Form 10-K for the year ended December 31, 2002.

*

3.3

Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 24, 1998, incorporated by reference to Exhibit 33.3 of Form 10-Q10-K for the quarteryear ended June 30, 1998.

December 31, 2003.

*

3.4

Articles of Amendment to Restated Articles of Incorporation of Zions Bancorporation dated April 25, 2001, incorporated by reference to Exhibit 3.6 of Form S-4 filed July 13, 2001.

*

3.5

Restated Bylaws of Zions Bancorporation dated January 19, 2001,27, 2006, incorporated by reference to Exhibit 3.43.1 of Form S-48-K filed on February 5, 2001.

2, 2006.

*

4

Shareholder Protection Rights Agreement dated September 27, 1996, (filed herewith).

10.1

Amended and Restated Zions Bancorporation Key Employee Incentive Stock Option Plan (filed herewith).

10.2

Zions Bancorporation Deferred Compensation Plan for Directors, as amended May 1, 1991 (filed herewith).

10.3

Zions Bancorporation Senior Management Value Sharing Plan, Award Period 1998-2001, incorporated by reference to Exhibit 10.234 of Form 10-K for the year ended December 31, 1998.

2002.

*

10.4

10.1

Zions Bancorporation Senior Management Value Sharing Plan, Award Period 1999-2002, incorporated by reference to Exhibit 10.22 of Form 10-K for the year ended December 31, 2000.

*

10.5

Zions Bancorporation Senior Management Value Sharing Plan, Award Period 2000-2003, incorporated by reference to Exhibit 10.23 of Form 10-K for the year ended December 31, 2000.

*

10.6

Zions Bancorporation Senior Management Value Sharing Plan, Award Period 2001-2004, incorporated by reference to Exhibit 10.11 of Form 10-K for the year ended December 31, 2001.

*


6


10.7

10.2

Zions Bancorporation Senior Management Value Sharing Plan, Award Period 2002-2005, (filed herewith).

10.8

Zions Bancorporation Executive Management Pension Plan (filed herewith).

 10.9

Amended and Restated Zions Bancorporation 1996 Non-Employee Directors Stock Option Plan, incorporated by reference to Exhibit 10.18 of Form 10-Q for the quarter ended June 30, 2002.

*

 10.10

Zions Bancorporation 1998 Non-Qualified Stock Option and Incentive Plan, incorporated by reference to Exhibit 4.7 of Form S-8 filed October 5, 1999.

*

 10.11

Zions Bancorporation Deferred Compensation Plan effective January 1, 2001, incorporated by reference to Exhibit 10.2410.7 of Form 10-K for the year ended December 31, 2000.

2002.

*

 10.12

10.3
Zions Bancorporation 2003-2005 Value Sharing Plan, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended March 31, 2003.*
10.4Form of Zions Bancorporation 2003-2005 Value Sharing Plan, Subsidiary Banks, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended March 31, 2003.*

9


10.52005 Management Incentive Compensation Plan, incorporated by reference to Appendix II of the Proxy Statement contained in the Company’s Schedule 14A filed on April 4, 2005.*
10.6Zions Bancorporation Restated Deferred Compensation Plan dated May 11, 2004, incorporated by reference to Exhibit 10.10 of Form 10-K for the year ended December 31, 2004.*
10.7Zions Bancorporation Deferred Compensation Plan Trust Agreement, incorporated by reference to Exhibit 10.25 of Form 10-K for the year ended December 31, 2000.

*

10.8

Amendment to the Trust Agreement Establishing the Zions Bancorporation Deferred Compensation Plans Trust dated January 6, 2005, incorporated by reference to Exhibit 10.13

of Form 10-K for the year ended December 31, 2004.

*
10.9Zions Bancorporation Restated Deferred Compensation Plan for Directors (Effective July 1, 2003), incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2003.*
10.10Amendment to the Trust Agreement Establishing the Zions Bancorporation Deferred Compensation Plans for Directors Trust dated January 6, 2005, incorporated by reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 2004.*
10.11Zions Bancorporation Restated Pension Plan effective January 1, 2001, including amendments adopted through January 31, 2002, incorporated by reference to Exhibit 10.17 of Form 10-K for the year ended December 31, 2001.

*

 10.14

10.12

Amendment dated December 31, 2002 to Zions Bancorporation Restated Pension Plan, (filed herewith).

incorporated by reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 2002.

*

 10.15

10.13

Form of

Second Amendment to the Restated and Amended Zions Bancorporation Change in Control Agreement,Pension Plan dated September 4, 2003, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2005.*

10


10.14Third Amendment to the Zions Bancorporation Pension Plan dated September 4, 2003, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended March 31, 2005.*
10.15Fourth Amendment to the Restated and Amended Zions Bancorporation Pension Plan dated March 28, 2005, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended March 31, 2005.*
10.16Zions Bancorporation Executive Management Pension Plan, incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2002.*
10.17Zions Bancorporation Excess Benefit Plan dated May 11, 2004, incorporated by reference to Exhibit 10.11 of Form 10-K for the year ended December 31, 2004.*
10.18Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, Established and Restated Effective January 1, 2003, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2003.*
10.19First Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated November 20, 2003, incorporated by reference to Exhibit 10.19 of Form 10-K for the year ended December 31, 2004.*
10.20Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 31, 2003, incorporated by reference to Exhibit 10.20 of Form 10-K for the year ended December 31, 2004.*
10.21Third Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.21 of Form 10-K for the year ended December 31, 2004.*
10.22Fourth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated March 18, 2005, incorporated by reference to Exhibit 10.31 of Form 10-Q for the quarter ended March 31, 2005.*
10.23Amended and Restated Zions Bancorporation Key Employee Incentive Stock Option Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2004.*

11


10.24Amended and Restated Zions Bancorporation 1996 Non-Employee Directors Stock Option Plan, incorporated by reference to Exhibit 10.18 of Form 10-Q for the quarter ended June 30, 2002.

*

12  

10.25

Zions Bancorporation 1998 Non-Qualified Stock Option and Incentive Plan, as amended April 25, 2003, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended March 31, 2003.*
10.26Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 4.7 of Form S-8 filed on May 6, 2005.*
10.27Standard Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarter ended March 31, 2005.*
10.28Standard Directors Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.6 of Form 10-Q for the quarter ended March 31, 2005.*
10.29Standard Restricted Stock Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.7 of Form 10-Q for the quarter ended March 31, 2005.*
10.30Amegy Bancorporation 1996 Stock Option Plan, as amended and restated as of June 4, 2002, incorporated by reference to Exhibit 10.1 to Amegy Bancorporation’s Form 10-Q for the period ended June 30, 2002.*
10.31Second Amended and Restated Amegy Bancorporation, Inc. Non-Employee Directors Deferred Fee Plan, incorporated by reference to Exhibit 4.14 to Zions Bancorporation’s Form S-8 filed on December 8, 2005.*
10.32Amegy Bancorporation 2004 Omnibus Incentive Plan, incorporated by reference to Appendix B to Amegy Bancorporation’s Definitive Proxy Statement filed on March 25, 2004.*
12Ratio of Earnings to Fixed Charges (filed herewith).

13

2002

2005 Annual Report to Shareholders – Financial Highlights on inside front cover and Pages 2620 through 101123 (filed herewith).

21

List of Subsidiaries of Zions Bancorporation (filed herewith).

23  

Consent of independent auditors (filed herewith).

 

   * incorporated by reference

712


23Consent of Independent Registered Public Accounting Firm (filed herewith).
31.1Certification by Chief Executive Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
31.2Certification by Chief Financial Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
32Certification by Chief Executive Officer and Chief Financial Officer required by Sections 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and 18 U.S.C. Section 1350 (furnished herewith).

*Incorporated by reference

13


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ZIONS BANCORPORATION


March 20, 2003

By 


/s/ HARRIS H. SIMMONS

ZIONS BANCORPORATION

March 15, 2006

By    /s/  HARRIS H. SIMMONS


HARRIS H. SIMMONS,Chairman,

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

March 20, 200315, 2006


/s/ HARRISH. H. SIMMONS



/s/ DOYLEL. L. ARNOLD



HARRIS H. SIMMONS,Director, Chairman,

President
and Chief Executive Officer and

Director, (Principal(Principal Executive Officer)

DOYLE L. ARNOLD, Secretary, Executive
Vice President,Chairman and

Chief Financial Officer

(Principal Financial Officer)


/s/ NOLANBELLON



/s/ JERRYC. C. ATKIN



NOLAN BELLON,Controller (Principal

(Principal Accounting Officer)

JERRY C. ATKIN,Director


/s/ R. D. CASH



/s/ RICHARD H. MADSENPATRICIA FROBES



R. D. CASH,Director

RICHARD H. MADSEN, PATRICIA FROBES,Director


/s/ J. DAVID HEANEY


/s/ ROGERB. B. PORTER


/s/ STEPHEN D. QUINN



J. DAVID HEANEY,Director

ROGER B. PORTER,Director

STEPHEN D. QUINN, Director


/s/ STEPHEN D. QUINN


/s/ L. E. SIMMONS


/s/ SHELLEY THOMAS WILLIAMS



STEPHEN D. QUINN,Director

L. E. SIMMONS,Director

/s/ STEVEN C. WHEELWRIGHT


/s/ SHELLEY THOMAS WILLIAMS


STEVEN C. WHEELWRIGHT,Director

SHELLEY THOMAS WILLIAMS,Director


/s/ I. J. WAGNER




I. J. WAGNER, Director

 


814


CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Harris H. Simmons, certify that:

1.I have reviewed this annual report on Form 10-K of Zions Bancorporation;

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c)presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date: March 20, 2003


/s/ HARRIS H. SIMMONS


Harris H. Simmons, Chairman, President
and Chief Executive Officer


9


CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Doyle L. Arnold, certify that:

1.I have reviewed this annual report on Form 10-K of Zions Bancorporation;

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c)presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date: March 20, 2003


/s/ DOYLE L. ARNOLD


Doyle L. Arnold, Executive Vice
President and Chief Financial Officer


10