UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001
-------------

[ ] 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
- ------------------------------------------ -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

ONE SOUTH MAIN, SUITE 1380
SALT LAKE CITY, UTAH 84111
- ------------------------------------------ -------------------
(Address of principal executive offices) (Zip Code)

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

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 and (2) has been subject to such filing requirement for
the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, without par value,
outstanding at August 3, 2001 92,376,614 shares

ZIONS BANCORPORATION AND SUBSIDIARIES

INDEX

Page
----
PART I. FINANCIAL INFORMATION
---------------------

ITEM 1. Financial Statements (Unaudited)

Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 6
Consolidated Statements of Changes in Shareholders'
Equity and Comprehensive Income (Loss) 8
Notes to Consolidated Financial Statements 9

ITEM 2. Management's Discussion and Analysis 14

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 29

PART II. OTHER INFORMATION
-----------------

ITEM 4. Submission of Matters to a Vote of Shareholders 29

ITEM 6. Exhibits and Reports on Form 8-K 30

SIGNATURES 30
- ----------

PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
--------------------------------

ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

June 30, December 31, June 30,
(In thousands, except share amounts) 2001 2000 2000
------------ ------------ ------------
(Unaudited) (Unaudited)

ASSETS
Cash and due from banks .......................................... $ 978,838 $ 1,047,252 $ 882,064
Money market investments:
Interest-bearing deposits ...................................... 4,083 21,237 18,580
Federal funds sold ............................................. 23,965 50,426 210,986
Security resell agreements ..................................... 353,704 456,404 498,581
Investment securities:
Held to maturity, at cost (approximate market
value $51,109, $3,152,740, and $3,209,248) ................... 51,109 3,125,433 3,241,734
Available for sale, at market (includes $0 at June 30, 2001
and $151,424 at December 31, 2000 pledged to creditors) ...... 2,993,101 782,466 746,324
Trading account, at market (includes $167,487 at June 30, 2001
and $15,096 at December 31, 2000 pledged to creditors) ....... 262,297 280,410 340,070
------------ ------------ ------------
3,306,507 4,188,309 4,328,128
Loans:
Loans held for sale ............................................ 207,337 181,159 186,644
Loans, leases and other receivables ............................ 16,359,404 14,276,999 13,658,611
------------ ------------ ------------
16,566,741 14,458,158 13,845,255
Less:
Unearned income and fees, net of related costs ............... 90,422 80,125 70,004
Allowance for loan losses .................................... 229,865 195,535 197,430
------------ ------------ ------------
Net loans .................................................. 16,246,454 14,182,498 13,577,821

Premises and equipment, net ...................................... 350,715 314,938 294,628
Goodwill ......................................................... 731,176 571,365 571,736
Core deposit intangibles ......................................... 94,845 70,075 75,828
Other real estate owned .......................................... 10,925 9,574 4,073
Other assets ..................................................... 1,386,587 1,027,365 996,010
------------ ------------ ------------
$ 23,487,799 $ 21,939,443 $ 21,458,435
============ ============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand ..................................... $ 4,142,821 $ 3,585,672 $ 3,421,032
Interest-bearing:
Savings and money market ..................................... 9,193,595 8,270,122 7,827,135
Time under $100,000 .......................................... 2,072,538 1,628,890 1,665,752
Time over $100,000 ........................................... 1,666,965 1,448,905 1,473,213
Foreign ...................................................... 94,165 136,394 126,851
------------ ------------ ------------
17,170,084 15,069,983 14,513,983

Securities sold, not yet purchased ............................... 164,345 291,102 311,133
Federal funds purchased .......................................... 819,437 1,069,124 479,543
Security repurchase agreements ................................... 1,132,907 1,327,721 1,538,393
Accrued liabilities .............................................. 510,305 310,287 319,878
Commercial paper ................................................. 352,632 198,239 235,956
Federal Home Loan Bank advances and other borrowings:
Less than one year ............................................. 265,275 1,290,960 1,819,328
Over one year .................................................. 242,337 143,776 145,712
Long-term debt ................................................... 616,681 419,550 420,099
------------ ------------ ------------
Total liabilities ............................................ 21,274,003 20,120,742 19,784,025
------------ ------------ ------------
Minority interest ................................................ 16,074 39,857 40,426

Shareholders' equity:
Capital stock:
Preferred stock, without par value; authorized
3,000,000 shares; issued and outstanding, none ............. -- -- --
Common stock, without par value; authorized 350,000,000
shares; issued and outstanding 92,328,261,
87,100,188, and 85,726,222 shares .......................... 1,120,991 907,604 889,422
Accumulated other comprehensive income (loss) .................... 74,796 (3,644) (20,322)
Retained earnings ................................................ 1,001,935 874,884 764,884
------------ ------------ ------------
Total shareholders' equity ..................................... 2,197,722 1,778,844 1,633,984
------------ ------------ ------------
$ 23,487,799 $ 21,939,443 $ 21,458,435
============ ============ ============

ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended Six Months Ended
(In thousands, except per share amounts) June 30, June 30,
---------------------- ----------------------
2001 2000 2001 2000
--------- --------- --------- ---------

Interest income:
Interest and fees on loans ................................. $ 331,947 $ 299,142 $ 653,519 $ 579,526
Interest on loans held for sale ............................ 3,158 3,261 6,242 6,580
Lease financing ............................................ 5,897 4,100 10,917 8,312
Interest on money market investments ....................... 11,451 18,313 21,665 38,402
Interest on securities:
Held to maturity - taxable ............................... 796 48,585 1,781 97,327
Held to maturity - nontaxable ............................ -- 4,148 -- 8,161
Available for sale - taxable ............................. 40,904 7,627 89,880 16,189
Available for sale - nontaxable .......................... 6,059 1,735 12,123 3,013
Trading account .......................................... 7,197 9,712 18,195 18,668
--------- --------- --------- ---------
Total interest income .................................... 407,409 396,623 814,322 776,178
--------- --------- --------- ---------

Interest expense:
Interest on savings and money market deposits .............. 68,868 81,140 145,923 156,036
Interest on time and foreign deposits ...................... 52,883 38,244 99,413 77,340
Interest on borrowed funds ................................. 50,640 82,641 118,131 157,212
--------- --------- --------- ---------
Total interest expense ................................... 172,391 202,025 363,467 390,588
--------- --------- --------- ---------
Net interest income ...................................... 235,018 194,598 450,855 385,590
Provision for loan losses .................................... 12,235 6,214 25,007 11,462
--------- --------- --------- ---------
Net interest income after provision for loan losses ...... 222,783 188,384 425,848 374,128
--------- --------- --------- ---------

Noninterest income:
Service charges on deposit accounts ........................ 25,379 19,263 47,459 38,312
Other service charges, commissions and fees ................ 22,678 15,860 40,940 31,699
Trust income ............................................... 4,655 4,548 9,430 9,035
Investment securities gains (losses), net .................. 2,230 2,321 (6,652) 3,456
Impairment loss on First Security Corporation common stock . -- -- -- (96,911)
Underwriting and trading income ............................ 3,550 2,016 9,187 5,363
Loan sales and servicing income ............................ 22,177 12,706 41,772 22,530
Other ...................................................... 13,224 13,885 63,526 20,804
--------- --------- --------- ---------
Total noninterest income ................................. 93,893 70,599 205,662 34,288
--------- --------- --------- ---------
Noninterest expense:
Salaries and employee benefits ............................. 106,887 86,374 214,002 167,511
Occupancy, net ............................................. 15,776 12,910 30,343 25,129
Furniture and equipment .................................... 14,650 13,133 28,906 25,901
Other real estate expense .................................. 222 117 404 416
Legal and professional services ............................ 6,320 5,536 13,935 10,526
Supplies ................................................... 4,086 2,770 7,005 5,276
Postage .................................................... 3,269 2,452 6,377 5,494
Advertising ................................................ 6,378 5,561 12,247 10,125
Merger related expense ..................................... 734 1,152 3,271 42,695
FDIC premiums .............................................. 830 894 1,565 1,761
Amortization of goodwill ................................... 8,722 6,429 15,773 12,843
Amortization of core deposit intangibles ................... 3,253 2,878 5,819 5,754
Other ...................................................... 34,783 27,106 69,662 54,193
--------- --------- --------- ---------
Total noninterest expense ................................ 205,910 167,312 409,309 367,624
--------- --------- --------- ---------
Income before income taxes ............................... 110,766 91,671 222,201 40,792
Income taxes ................................................. 38,954 31,445 80,092 9,490
--------- --------- --------- ---------
Income before minority interest and cumulative
effect of change in accounting principle ............. 71,812 60,226 142,109 31,302
Minority interest ............................................ (1,783) 643 (3,387) 211
--------- --------- --------- ---------
Income before cumulative effect of change
in accounting principle .............................. 73,595 59,583 145,496 31,091
Cumulative effect of change in accounting principle,
adoption of FASB Statement No. 133, net of
income tax benefit of $4,521 ............................... -- -- (7,159) --
--------- --------- --------- ---------
Net income ............................................. $ 73,595 $ 59,583 $ 138,337 $ 31,091
========= ========= ========= =========

ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Continued)
(Unaudited)

Weighted average shares outstanding during the period
Basic shares ............................................ 92,165 85,707 90,217 85,674
Diluted shares .......................................... 93,210 86,323 91,339 86,420

Net income per common share:
Income before cumulative effect of change in
accounting principle:
Basic ................................................... $ 0.80 $ 0.70 $ 1.61 $ 0.36
Diluted ................................................. 0.79 0.69 1.59 0.36
Cumulative effect of change in accounting principle,
adoption of FASB Statement No. 133:
Basic ................................................... -- -- (0.08) --
Diluted ................................................. -- -- (0.08) --
--------- --------- --------- ---------
Net income:
Basic ................................................... $ 0.80 $ 0.70 $ 1.53 $ 0.36
Diluted ................................................. 0.79 0.69 1.51 0.36

ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three Months Ended Six Months Ended
(In thousands) June 30, June 30,
---------------------------- ----------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------

Cash flows from operating activities:
Net income ................................................... $ 73,595 $ 59,583 $ 138,337 $ 31,091
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Cumulative effect of change in accounting
principle-adoption of FASB Stmt No. 133 ................ -- -- 7,159 --
Provision for loan losses ................................ 12,235 6,214 25,007 11,462
Depreciation of premises and equipment ................... 13,775 11,450 26,809 22,818
Amortization ............................................. 17,138 12,487 28,999 24,571
Accretion of unearned income and fees, net of
related costs .......................................... 6,629 11,057 3,228 7,524
Income (loss) to minority interest ....................... (1,783) 643 (3,387) 211
Proceeds from sales of trading account securities ........ 45,880,052 25,258,087 92,052,614 77,640,435
Increase in trading account securities ................... (45,816,025) (25,201,390) (92,030,877) (77,652,660)
Investment securities (gain) loss, net ................... (2,230) (2,321) 6,652 (3,456)
Impairment loss on First Security Corporation
common stock ........................................... -- -- -- 96,911
Proceeds from loans held for sale ........................ 147,509 89,753 256,850 282,485
Increase in loans held for sale .......................... (144,192) (97,065) (283,028) (264,391)
Net gain on sales of loans, leases and other assets ...... (15,845) (8,910) (28,902) (16,874)
Net loss (gain) on other nonmarketable equity securities . 784 (1,254) (27,407) 5,332
Change in accrued income taxes ........................... 72,314 (6,404) 88,534 15,529
Change in accrued interest receivable .................... 11,585 7,912 16,799 (9,420)
Change in other assets ................................... (31,898) 61,237 (249,942) (104,911)
Change in other liabilities .............................. (285,555) (72,325) 58,246 54,964
Change in accrued interest payable ....................... (1,558) (243) (12,192) 2,775
Other, net ............................................... (2,259) (143) 13,507 1,372
------------ ------------ ------------ ------------
Net cash provided by (used in) operating activities ... (67,297) 128,368 87,006 145,768
------------ ------------ ------------ ------------

Cash flows from investing activities:
Net decrease (increase) in money market investments .......... 654,450 58,539 227,215 (202,978)
Proceeds from maturities of investment securities
held to maturity ......................................... 450 455,018 1,246 549,352
Purchases of investment securities held to maturity .......... -- (383,971) -- (444,556)
Proceeds from sales of investment securities
available for sale ....................................... 459,953 171,919 1,592,520 256,263
Proceeds from maturities of investment securities
available for sale ....................................... 1,245,045 52,447 2,112,386 79,951
Purchases of investment securities available for sale ........ (1,297,866) (339,528) (2,431,984) (451,485)
Proceeds from sales of loans and leases ...................... 259,850 154,432 483,651 292,134
Net increase in loans and leases ............................. (1,029,541) (809,995) (1,419,994) (1,307,747)
Payments on leveraged leases ................................. -- -- (4,870) (4,943)
Principal collections on leveraged leases .................... -- -- 4,870 4,943
Proceeds from sales of premises and equipment ................ 1,903 3,091 2,182 4,983
Purchases of premises and equipment .......................... (26,512) (18,449) (48,320) (34,988)
Proceeds from sales of other assets .......................... 5,953 4,688 8,226 8,904
Cash received for acquisitions, net of cash paid ............. 171,710 -- 264,039 --
------------ ------------ ------------ ------------
Net cash provided by (used in) investing activities ... 445,395 (651,809) 791,167 (1,250,167)
------------ ------------ ------------ ------------

ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)

Three Months Ended Six Months Ended
(In thousands) June 30, June 30,
---------------------------- ----------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------

Cash flows from financing activities:
Net increase (decrease) in deposits .......................... (122,955) (70,793) 389,949 452,044
Net change in short-term funds borrowed ...................... (507,972) 585,193 (1,492,387) 677,978
Proceeds from FHLB advances over one year .................... 100,000 100,000 100,000 200,000
Payments on FHLB advances over one year ...................... (21,324) (104,489) (22,069) (166,910)
Proceeds from issuance of long-term debt ..................... 200,000 -- 201,914 --
Payments on long-term debt ................................... (32,362) (17,548) (32,640) (33,372)
Cash paid to reacquire minority interest ..................... (66,044) -- (66,044) --
Proceeds from issuance of common stock ....................... 8,799 544 11,675 4,231
Payments to redeem common stock .............................. -- (24) -- (3,836)
Dividends paid ............................................... (18,527) (17,141) (36,985) (41,972)
------------ ------------ ------------ ------------
Net cash provided by (used in) financing activities ... (460,385) 475,742 (946,587) 1,088,163
------------ ------------ ------------ ------------
Net decrease in cash and due from banks ........................... (82,287) (47,699) (68,414) (16,236)
Cash and due from banks at beginning of period .................... 1,061,125 929,763 1,047,252 898,300
------------ ------------ ------------ ------------
Cash and due from banks at end of period .......................... $ 978,838 $ 882,064 $ 978,838 $ 882,064
============ ============ ============ ============

Supplemental disclosures of cash flow information:
Cash paid for:
Interest ..................................................... $ 173,809 $ 205,431 $ 372,430 $ 391,116
Income taxes ................................................. 13,813 22,552 25,674 22,556
Loans transferred to other real estate owned ...................... 7,685 588 8,286 2,391

ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)

Six Months Ended June 30, 2001
-------------------------------------------------------------------------
Accumulated Other Comprehensive
Income (Loss)
----------------------------------
Net Unrealized Net
Gains (Losses) Unrealized Total
on Investments Gains on Share-
Common and Derivative Retained holders'
(In thousands) Stock Securitizations Instruments Subtotal Earnings Equity
---------- ----------- ----------- -------- ---------- ----------

Balance, January 1, 2001 ................................. $ 907,604 $ (3,644) $ (3,644) $ 874,884 $1,778,844
Comprehensive income:
Net income for the period .............................. 138,337 138,337
Other comprehensive income:
Net realized and unrealized holding gains during the
period, net of income tax expense of $19,311 ....... 31,175 31,175
Reclassification for net realized losses recorded in
operations, net of income tax benefit of $2,544 .... 4,107 4,107
Change in net unrealized gains on derivative
instruments, net of reclassification to
operations of $4,936 and income tax expense of $5,347. 8,633 8,633
Cumulative effect of change in accounting principle,
adoption of FASB Statement No. 133, net of
income tax expense of $21,245 ...................... 13,259 21,266 34,525
---------- ----------- --------
Other comprehensive income ........................... 48,541 29,899 78,440 78,440
----------
Total comprehensive income ............................. 216,777
Cash dividends--common, $.40 per share ................... (36,985) (36,985)
Issuance of common shares for acquisitions ............... 199,671 25,699 225,370
Stock options exercised, net of shares tendered
and retired ............................................ 13,716 13,716
---------- ---------- ----------- -------- ---------- ----------
Balance, June 30, 2001 ................................... $1,120,991 $ 44,897 $ 29,899 $ 74,796 $1,001,935 $2,197,722
========== ========== =========== ======== ========== ==========

Six Months Ended June 30, 2000
-------------------------------------------------------------------------
Accumulated Other Comprehensive
Income (Loss)
----------------------------------
Net Unrealized
Gains (Losses) Total
on Investments Share-
Common and Retained holders'
(In thousands) Stock Securitizations Subtotal Earnings Equity
---------- ----------- -------- ---------- ----------

Balance, January 1, 2000 ................................. $ 888,231 $ (4,158) $ (4,158) $ 775,765 $1,659,838
Comprehensive income:
Net income for the period .............................. 31,091 31,091
Other comprehensive income (loss):
Net realized and unrealized holding losses during
the period, net of income tax benefit of $45,759 ... (73,872) (73,872)
Reclassification for net realized losses recorded in
operations, net of income tax benefit of $35,747 ... 57,708 57,708
---------- --------
Other comprehensive loss ............................. (16,164) (16,164) (16,164)
----------
Total comprehensive income ............................. 14,927
Cash dividends--common, $.49 per share ................... (41,972) (41,972)
Stock redeemed and retired ............................... (3,836) (3,836)
Stock options exercised, net of shares tendered
and retired ............................................ 5,027 5,027
---------- ---------- -------- ---------- ----------
Balance, June 30, 2000 ................................... $ 889,422 $ (20,322) $(20,322) $ 764,884 $1,633,984
========== ========== ======== ========== ==========

Total comprehensive income for the three months ended June 30, 2001 and 2000 was
$90,406 and $64,761, respectively.

ZIONS BANCORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2001

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.

Operating results for the three- and six-month periods ended June 30, 2001 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2001. The balance sheet at December 31, 2000 is from the
audited financial statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in Zions
Bancorporation's Annual Report on Form 10-K for the year ended December 31,
2000.

MERGERS AND ACQUISITIONS

In April 2001, the Company completed its acquisition of nine Arizona branches of
Pacific Century Bank. The Company purchased approximately $231 million in loans,
assumed approximately $447 million in deposits, and acquired branch facilities
in the transaction. The total purchase premium resulting from the acquisition
was approximately $48 million.

In July 2001, the Company completed three acquisitions of companies providing
e-commerce solutions. The Company acquired Internet Commerce Express, Inc. based
in Nashua, New Hampshire, ThinkXML, Inc. based in Rockville, Maryland, and
purchased assets of Frontier Technologies Corporation, based in Mequon,
Wisconsin. Consideration for the acquisitions consisted of approximately $50
million in cash and the issuance of approximately 112 thousand shares of common
stock.

In July 2001, the Company also announced that it had signed a definitive
agreement under which Minnequa Bank of Pueblo ("Minnequa") headquartered in
Pueblo, Colorado, will merge with and into the Company's subsidiary, Vectra Bank
Colorado. As of December 31, 2000, Minnequa had deposits of approximately $292
million and five banking offices.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

On January 1, 2001, the Company adopted Financial Accounting Standards
Board (FASB) Statement No. 133, Accounting for Derivative Instruments and
Hedging Activities. Statement No. 133, as amended by Statement Nos. 137 and 138,
establishes accounting and reporting standards for derivative instruments and
hedging activities.

ZIONS BANCORPORATION AND SUBSIDIARIES

The adoption of Statement No. 133, as amended, resulted in transition
adjustments presented as a cumulative effect of change in accounting principle
in the statement of income and in the statement of changes in shareholders'
equity and comprehensive income (loss). The transition adjustments relate to
recording the fair value of derivatives on the balance sheet, and to the effect
of transferring certain held-to-maturity investments to either the trading or
available-for-sale categories, as allowed by the Statement's transition
provisions.

In the statement of income for the six months ended June 30, 2001, the
transition adjustments resulted in a reduction to net income of $7.2 million,
consisting of $.3 million, net of tax benefit of $.2 million, to record the fair
value of derivatives on the balance sheet, and $6.9 million, net of tax benefit
of $4.3 million, to reclassify certain investment securities. In the related
statement of changes in shareholders' equity and comprehensive income (loss),
the transition adjustments resulted in an increase to accumulated other
comprehensive income of $34.5 million, consisting of $21.3 million, net of tax
expense of $13.2 million, to record the fair value of derivatives on the balance
sheet, and $13.2 million, net of tax expense of $8.0 million, to reclassify
certain investment securities.

DEBT FINANCING

In May 2001, the Company issued $200 million in subordinated debt through Zions
Financial Corp., a newly formed subsidiary. The debt consists of fixed/floating
rate notes unconditionally guaranteed by Zions Bancorporation. The notes mature
in May 2011 and bear interest at 6.95% through May 2006 and at one-month LIBOR
plus 2.86% thereafter until maturity. The notes were originally issued through a
private placement; however, they were registered with the Securities and
Exchange Commission in August 2001.

PURCHASE OF MINORITY INTEREST

On April 16, 2001, the Company reacquired the minority interest of its
subsidiary, California Bank & Trust ("CB&T"). This minority interest was sold to
the management of CB&T and other individuals when the Company's acquisition of
The Sumitomo Bank of California was completed in October 1998.

One half of the minority interest was sold to the former CEO of CB&T, who was
also a director of the Company. The other half was sold to two limited liability
companies, which the CEO managed. Members of these limited liability companies
include, among others, certain senior officers of CB&T. The Company sold the
minority interest to these individuals to provide incentive to them to
substantially improve the performance of CB&T. The Company believes this
objective has now been accomplished.

In accordance with the valuation terms of the minority shareholder agreement
entered into in 1998, the Company repurchased the total minority interest for
$66.0 million. On April 1, 2001, the carrying value of this minority interest
was $37.8 million.

INCREASE OF AUTHORIZED SHARES

On April 20, 2001, the Company's shareholders voted to increase the authorized
shares of the Company's common stock from 200,000,000 to 350,000,000.

ZIONS BANCORPORATION

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets.

Statement No. 141 supersedes certain previous accounting guidance on business
combinations, and eliminates the pooling-of-interest method of accounting unless
the business combination was initiated prior to July 1, 2001. Certain changes
were also made to the criteria used to recognize intangible assets apart from
goodwill. The Statement is effective for any business combination completed
after June 30, 2001.

Statement No. 142 also supersedes certain previous accounting rules for the
amortization of goodwill and intangible assets. Under the new rules, goodwill
and intangible assets deemed to have indefinite lives will no longer be
amortized, but will be subject to specified annual impairment tests. Other
intangible assets will continue to be amortized over their useful lives. This
Statement will be effective for the Company beginning January 1, 2002. Until the
Statement is adopted, transition rules provide for amortization of goodwill and
intangible assets acquired before June 30, 2001.

Application of the nonamortization provisions of Statement No. 142 is expected
to increase net income by approximately $34 million ($0.36 per diluted share)
per year. Also, beginning in 2002, the Company will perform the first of the
required impairment tests of goodwill and indefinite lived intangible assets as
of January 1, 2002, and has not yet determined what effect the results of these
tests will have on the Company's operations and financial position.

SUBSIDIARY COMPANY STOCK OPTIONS

Digital Signature Trust Co. (DST), a majority-owned subsidiary of the Company's
wholly-owned subsidiary, Zions First National Bank, has stock options
outstanding to employees and others to purchase approximately 2,117,000 shares
of DST common stock at June 30, 2001. The options are not included in the
Company's calculation of diluted earnings per share since they are antidilutive.

OPERATING SEGMENT INFORMATION

The Company manages its operations and prepares management reports with a
primary focus on geographical area. All segments presented, except for the
segment defined as "other," are based on commercial banking operations. Zions
First National Bank and subsidiaries operates 128 branches in Utah and 22 in
Idaho. California Bank & Trust operates 99 branches in Northern and Southern
California. Nevada State Bank and subsidiaries operates 59 offices in Nevada.
National Bank of Arizona operates 49 branches in Arizona. Vectra Bank Colorado
operates 54 branches in Colorado and one branch in New Mexico. The Commerce Bank
of Washington operates one branch in the state of Washington. The operating
segment defined as "other" includes the parent company, smaller nonbank
operating units, and eliminations of transactions between segments.

The accounting policies of the individual segments are the same as those of the
Company. The Company allocates centrally provided services to the business
segments based upon estimated usage of those services.

ZIONS BANCORPORATION AND SUBSIDIARIES

The following table presents selected operating segment information for the
three months ended June 30, 2001 and June 30, 2000:

ZIONS FIRST NEVADA STATE
NATIONAL BANK CALIFORNIA BANK AND NATIONAL BANK
AND SUBSIDIARIES BANK & TRUST SUBSIDIARIES OF ARIZONA
------------------- ------------------- -------------------- ----------------------
(Amounts in millions) 2001 2000 2001 2000 2001 2000 2001 2000
-------- -------- -------- -------- -------- -------- --------- ---------

CONDENSED INCOME STATEMENT
Net interest income .................... $ 69.6 $ 55.1 $ 86.9 $ 72.8 $ 28.9 $ 25.1 $ 26.0 $ 21.0
Provision for loan losses .............. 6.0 2.3 0.7 -- 2.5 1.5 0.3 1.0
Noninterest income ..................... 53.1 41.2 16.6 10.9 5.5 5.5 4.2 3.5
Merger expense and amortization of
goodwill and core deposit intangibles 0.7 0.8 6.6 5.2 0.3 0.6 0.9 0.5
Other noninterest expense .............. 70.5 52.7 57.9 44.2 19.8 18.0 15.8 11.6
Income tax expense (benefit) ........... 15.1 12.6 16.8 15.4 4.0 3.5 5.3 4.5
Minority interest ...................... -- (0.3) -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------- ---------
Net income (loss) ............. $ 30.4 $ 28.2 $ 21.5 $ 18.9 $ 7.8 $ 7.0 $ 7.9 $ 6.9
======== ======== ======== ======== ======== ======== ========= =========

AVERAGE BALANCE SHEET DATA
Total assets ........................... $ 9,011 $ 8,258 $ 8,064 $ 6,631 $ 2,363 $ 2,355 $ 2,516 $ 1,605
Net loans and leases ................... 5,489 4,434 5,545 4,652 1,371 1,359 1,760 1,237
Total deposits ......................... 4,386 3,894 6,736 5,332 2,041 1,979 2,127 1,246

VECTRA BANK THE COMMERCE BANK OF CONSOLIDATED
COLORADO WASHINGTON OTHER COMPANY
------------------- ------------------- -------------------- ----------------------
(Amounts in millions) 2001 2000 2001 2000 2001 2000 2001 2000
-------- -------- -------- -------- -------- -------- --------- ---------

CONDENSED INCOME STATEMENT
Net interest income .................... $ 21.3 $ 21.8 $ 5.7 $ 5.0 $ (3.4) $ (6.2) $ 235.0 $ 194.6
Provision for loan losses .............. 2.2 1.3 0.6 0.3 (0.1) (0.1) 12.2 6.3
Noninterest income ..................... 6.4 5.0 0.4 0.5 7.7 4.0 93.9 70.6
Merger expense and amortization of
goodwill and core deposit intangibles 3.2 3.3 -- -- 1.0 0.1 12.7 10.5
Other noninterest expense .............. 19.9 19.2 2.6 2.2 6.7 8.9 193.2 156.8
Income tax expense (benefit) ........... 1.6 1.8 1.0 1.0 (4.8) (7.4) 39.0 31.4
Minority interest ...................... -- -- -- -- (1.8) 0.9 (1.8) 0.6
-------- -------- -------- -------- -------- -------- --------- ---------
Net income (loss) ............. $ 0.8 $ 1.2 $ 1.9 $ 2.0 $ 3.3 $ (4.6) $ 73.6 $ 59.6
======== ======== ======== ======== ======== ======== ========= =========

AVERAGE BALANCE SHEET DATA
Total assets ........................... $ 2,261 $ 2,162 $ 516 $ 413 $ (1,014) $ (14) $ 23,717 $ 21,410
Net loans and leases ................... 1,536 1,403 257 214 72 28 16,030 13,327
Total deposits ......................... 1,410 1,419 362 295 (96) (53) 16,966 14,112

ZIONS BANCORPORATION AND SUBSIDIARIES

The following table presents operating segment information for the six months
ended June 30, 2001 and June 30, 2000.

CONDENSED INCOME STATEMENT
Net interest income .................... $ 138.9 $ 108.8 $ 158.2 $ 143.6 $ 56.6 $ 50.4 $ 50.2 $ 41.4
Provision for loan losses .............. 11.7 2.5 1.5 -- 5.0 4.5 0.9 1.7
Noninterest income ..................... 117.5 74.2 49.7 20.8 11.8 11.9 7.8 6.8
Merger expense and amortization of
goodwill and core deposit intangibles 2.6 4.5 11.7 14.6 0.7 5.1 1.4 0.9
Other noninterest expense .............. 137.8 104.6 110.6 91.2 39.7 35.5 30.2 22.8
Income tax expense (benefit) ........... 35.0 21.7 36.6 26.6 7.8 5.7 10.2 9.0
Minority interest ...................... (0.7) (1.4) -- -- -- -- -- --
Cumulative effect - adoption of FASB
Stmt 133 ............................ (5.3) -- (1.3) -- (0.6) -- -- --
-------- -------- -------- -------- -------- -------- --------- ---------
Net income (loss) ............. $ 64.7 $ 51.1 $ 46.2 $ 32.0 $ 14.6 $ 11.5 $ 15.3 $ 13.8
======== ======== ======== ======== ======== ======== ========= =========

AVERAGE BALANCE SHEET DATA
Total assets ........................... $ 8,888 $ 8,265 $ 7,402 $ 6,596 $ 2,355 $ 2,337 $ 2,231 $ 1,607
Net loans and leases ................... 5,301 4,283 5,191 4,616 1,374 1,358 1,629 1,233
Total deposits ......................... 4,307 3,955 6,150 5,364 2,025 1,955 1,875 1,239

CONDENSED INCOME STATEMENT
Net interest income .................... $ 42.9 $ 43.7 $ 11.1 $ 9.7 $ (7.1) $ (12.0) $ 450.8 $ 385.6
Provision for loan losses .............. 5.2 2.4 0.8 0.5 (0.1) (0.1) 25.0 11.5
Noninterest income ..................... 12.1 9.1 0.8 0.8 6.0 (89.3) 205.7 34.3
Merger expense and amortization of
goodwill and core deposit intangibles. 6.4 7.0 -- -- 2.1 29.2 24.9 61.3
Other noninterest expense .............. 38.8 36.8 5.0 4.4 22.3 11.0 384.4 306.3
Income tax expense (benefit) ........... 3.2 3.9 2.1 1.9 (14.8) (59.3) 80.1 9.5
Minority interest ...................... -- -- -- -- (2.7) 1.6 (3.4) 0.2
Cumulative effect - adoption of FASB
Stmt 133 ............................ -- -- -- -- -- -- (7.2) --
-------- -------- -------- -------- -------- -------- --------- ---------
Net income (loss) ............. $ 1.4 $ 2.7 $ 4.0 $ 3.7 $ (7.9) $ (83.7) $ 138.3 $ 31.1
======== ======== ======== ======== ======== ======== ========= =========

AVERAGE BALANCE SHEET DATA
Total assets ........................... $ 2,213 $ 2,158 $ 519 $ 416 $ (678) $ 31 $ 22,930 $ 21,410
Net loans and leases ................... 1,511 1,388 247 208 65 26 15,318 13,112
Total deposits ......................... 1,403 1,441 368 296 (79) (67) 16,049 14,183

For the six months ended June 30, 2000, the "other" operating segment includes
the impairment loss on the First Security Corporation common stock in
noninterest income and part of the merger-related expense in noninterest
expense.

ZIONS BANCORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------

FINANCIAL HIGHLIGHTS
(Unaudited)

Three Months Ended Six Months Ended
(In thousands, except per share and ratio data) June 30, June 30,
---------------------------------- -------------------------------------
2001 2000 % Change 2001 2000 % Change
--------- --------- --------- --------- --------- ----------

EARNINGS
Taxable-equivalent net interest income .......... $ 240,151 $ 199,099 20.62 % $ 460,860 $ 393,939 16.99 %
Net interest income ............................. 235,018 194,598 20.77 % 450,855 385,590 16.93 %
Noninterest income (3) .......................... 93,893 70,599 32.99 % 205,662 131,199 56.76 %
Impairment loss First Security Corporation
common stock (1) ........................... -- -- -- (96,911)
Provision for loan losses ....................... 12,235 6,214 96.89 % 25,007 11,462 118.17 %
Noninterest expense ............................. 205,910 167,312 23.07 % 409,309 367,624 11.34 %
Income before income taxes ...................... 110,766 91,671 20.83 % 222,201 40,792 444.72 %
Income taxes .................................... 38,954 31,445 23.88 % 80,092 9,490 743.96 %
Minority interest ............................... (1,783) 643 (377.29)% (3,387) 211 (1705.21)%
Cumulative effect of adoption of FASB Stmt 133 . -- -- (7,159) -- --
Net income ...................................... 73,595 59,583 23.52 % 138,337 31,091 344.94 %

PER COMMON SHARE
Net income (diluted) before cumulative effect ... 0.79 0.69 14.49 % 1.59 0.36 341.67 %
Cumulative effect of adoption of FASB Stmt 133 . -- -- (0.08) --
Net income (diluted) ............................ 0.79 0.69 14.49 % 1.51 0.36 319.44 %
Dividends ....................................... 0.20 0.20 0.00 % 0.40 0.49 (18.37)%
Book value ...................................... 23.80 19.06 24.87 %

SELECTED RATIOS
Return on average assets ........................ 1.24 % 1.12 % 1.22% 0.29%
Return on average common equity ................. 13.67 % 14.93 % 13.80% 3.83%
Efficiency ratio (3) ............................ 61.64 % 62.04 % 61.41% 70.01%
Net interest margin ............................. 4.63 % 4.23 % 4.62% 4.18%

OPERATING CASH EARNINGS (2) (3)
Taxable-equivalent net interest income .......... $ 240,151 $ 199,099 20.62 % $ 460,860 $ 393,939 16.99 %
Net interest income ............................. 235,018 194,598 20.77 % 450,855 385,590 16.93 %
Noninterest income .............................. 93,893 70,599 32.99 % 205,662 131,199 56.76 %
Provision for loan losses ....................... 12,235 6,214 96.89 % 25,007 11,462 118.17 %
Noninterest expense ............................. 193,201 156,853 23.17 % 384,446 306,332 25.50 %
Income before income taxes ...................... 123,475 102,130 20.90 % 247,064 198,995 24.16 %
Income taxes .................................... 40,736 33,079 23.15 % 83,798 65,298 28.33 %
Minority interest ............................... (1,783) 847 (310.51)% (3,187) 731 (535.98)%
Net income before cumulative effect of adoption
of FASB Stmt 133 ........................... 84,522 68,204 23.93 % 166,453 132,966 25.18 %

PER COMMON SHARE
Net income (diluted) ............................ 0.91 0.79 15.19 % 1.82 1.54 18.18 %
Dividends ....................................... 0.20 0.20 0.00 % 0.40 0.49 (18.37)%
Book value ...................................... 14.86 11.51 29.11 %

SELECTED RATIOS
Return on average assets ........................ 1.48 % 1.32 % 1.51 % 1.29%
Return on average common equity ................. 25.01 % 28.82 % 25.80 % 27.45%
Efficiency ratio ................................ 57.84 % 58.16 % 57.68 % 58.33%
Net interest margin ............................. 4.63 % 4.23 % 4.62 % 4.18%

(1) This investment was written down to $14.11 per common share.
(2) Before amortization of goodwill and core deposit intangible assets, merger
related expense and the cumulative effect of adoption of FASB Statement No.
133.
(3) Excludes impairment loss on First Security Corporation common stock.

ZIONS BANCORPORATION AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS (Continued)
(Unaudited)

Three Months Ended Six Months Ended
(In thousands, except share and ratio data) June 30, June 30,
----------------------------------------- --------------------------------------------
2001 2000 % Change 2001 2000 % Change
------------ ------------ ----------- ----------- ----------- --------------

AVERAGE BALANCES
Total assets .............................. $ 23,717,349 $ 21,410,382 10.77 % $22,930,070 $21,409,795 7.10 %
Securities ................................ 3,698,320 4,509,800 (17.99)% 3,889,179 4,578,079 (15.05)%
Net loans and leases ...................... 16,030,368 13,327,079 20.28 % 15,317,892 13,111,695 16.83 %
Goodwill .................................. 697,978 575,352 21.31 % 633,192 578,539 9.45 %
Core deposit intangibles .................. 104,960 77,486 35.46 % 87,000 79,309 9.70 %
Total deposits ............................ 16,966,059 14,111,988 20.22 % 16,048,889 14,182,678 13.16 %
Minority interest ......................... 28,574 40,172 (28.87)% 41,073 39,918 2.89 %
Shareholders' equity ...................... 2,158,613 1,604,801 34.51 % 2,021,357 1,632,068 23.85 %

Weighted average common and common-
equivalent shares outstanding ........... 93,210,378 86,322,966 7.98 % 91,338,796 86,420,490 5.69 %

AT PERIOD END
Total assets .............................. 23,487,799 21,458,435 9.46 %
Securities ................................ 3,306,507 4,328,128 (23.60)%
Net loans and leases ...................... 16,476,319 13,775,251 19.61 %
Sold loans being serviced (1) ............. 1,794,063 1,201,290 49.34 %
Allowance for loan losses ................. 229,865 197,430 16.43 %
Goodwill .................................. 731,176 571,736 27.89 %
Core deposit intangibles .................. 94,845 75,828 25.08 %
Total deposits ............................ 17,170,084 14,513,983 18.30 %
Minority interest ......................... 16,074 40,426 (60.24)%
Shareholders' equity ...................... 2,197,722 1,633,984 34.50 %

Common shares outstanding ................. 92,328,261 85,726,222 7.70 %

Average equity to average assets .......... 9.10% 7.50% 8.82% 7.62%
Common dividend payout .................... 25.17% 28.77% 26.74% 46.16%(2)
Nonperforming assets ...................... 87,500 84,255 3.85 %
Loans past due 90 days or more ............ 40,750 22,298 82.75 %
Nonperforming assets to net loans and
leases, other real estate owned and other
nonperforming assets at June 30 ......... 0.53% 0.61%

(1) Amount represents the outstanding balance of loans sold and being serviced
by the Company, excluding long-term first mortgage residential real estate
loans.
(2) Excludes impairment loss on First Security Corporation common stock.

ZIONS BANCORPORATION AND SUBSIDIARIES

OPERATING RESULTS

Zions Bancorporation and subsidiaries (the Company) achieved net income of $73.6
million or $0.79 per diluted share for the second quarter of 2001, an increase
of 23.5% and 14.5%, respectively, over the $59.6 million or $0.69 per diluted
share earned in the second quarter of 2000.

Consolidated net income was $138.3 million or $1.51 per diluted share for the
first six months of 2001, compared to $31.1 million or $0.36 per diluted share
for the first six months of 2000. In 2001, net income included merger-related
charges of $2.1 million ($0.02 per share) and nonrecurring charges related to
the reclassification of investment securities and the related cumulative effect
of a change in accounting principle totaling $7.2 million ($0.08 per share). In
2000, net income included $86.1 million ($1.00 per share) related to the
Company's terminated merger with First Security Corporation, including a
write-down to market value of its investment in First Security Corporation
common stock.

The annualized return on average assets for the second quarter of 2001 was 1.24%
compared to 1.12% for the second quarter of 2000, and 1.19% for the first
quarter of 2001. The annualized return on average common shareholders' equity
was 13.67% for the quarter, compared to 14.93% for the second quarter of 2000,
and 13.94% for the first quarter of 2001. The Company's "efficiency ratio," or
noninterest expenses as a percentage of total taxable-equivalent net revenues
for the second quarter was 61.64% compared to 62.04% for the second quarter of
2000 and 61.18% for the first quarter of 2001.

For the first six months of 2001, the annualized return on average assets was
1.22% compared to 0.29% for the same period in 2000. The annualized return on
average common shareholders' equity was 13.80% for the first six months of 2001
compared to 3.83% for the first six months of 2000.

The Company's second quarter $14.0 million (23.5%) increase in earnings compared
to the same period the previous year reflects a $40.4 million (20.8%) increase
in net interest income and a $23.3 million (33.0%) increase in noninterest
income, partially offset by a $6.0 million (96.9%) increase in the provision for
loan losses, a $38.6 million (23.1%) increase in noninterest expense, and a $7.5
million (23.9%) increase in income taxes.

For the first six months of 2001 compared to the same period the previous year,
the $107.2 million (344.9%) increase in net income results from a $65.3 million
(16.9%) increase in net interest income, a $74.5 million (56.8%) increase in
noninterest income, excluding the $96.9 million impairment loss on First
Security Corporation common stock in 2000, and a $3.6 million increase resulting
from changes to the minority interest, all offset by a $13.5 million (118.2%)
increase in the provision for loan losses, a $41.7 million (11.3%) increase in
noninterest expense, a $70.6 million (744.0%) increase in income taxes, and the
$7.2 million cumulative effect of a change in accounting principle.

OPERATING CASH EARNINGS RESULTS

The Company also provides its earnings performance on an operating cash basis
because it believes its cash performance gives a better reflection of its
financial position and shareholder value creation, and better demonstrates its
ability to support growth, pay dividends, and repurchase stock, than providing
only reported net income. Operating cash earnings are earnings before
amortization of goodwill and core deposit intangible assets and merger-related
expenses.

ZIONS BANCORPORATION AND SUBSIDIARIES

Operating cash earnings for the second quarter of 2001 were $84.5 million or
$0.91 per diluted share, an increase of 23.9% and 15.2%, respectively, over the
$68.2 million or $0.79 per diluted share earned in the second quarter of 2000.
Operating cash earnings for the second quarter of 2001 increased 3.2% over the
$81.9 million earned during the first quarter of 2001. Operating cash earnings
per diluted share for the second quarter of 2001 decreased 1.1% from the $0.92
for the first quarter of 2001. Year-to-date operating cash earnings were $166.5
million or $1.82 per diluted share, an increase of 25.2% and 18.2%,
respectively, over the $133.0 million or $1.54 per diluted share earned in the
first half of 2000.

The operating cash annualized return on average assets for the second quarter
and for the first six months of 2001 was 1.48% and 1.51% compared to 1.32% and
1.29%, respectively, in 2000. Operating cash annualized return on average common
shareholders' equity was 25.01% and 25.80% for the second quarter and for the
first six months of 2001, compared to 28.82% and 27.45% for the same periods in
2000. The Company's cash efficiency ratio for the second quarter and for the
first six months of 2001 was 57.84% and 57.68%, respectively, compared to 58.16%
and 58.33% for the same periods in 2000.

NET INTEREST INCOME AND INTEREST RATE SPREADS

Net interest income for the second quarter of 2001, adjusted to a fully
taxable-equivalent basis, increased 20.6% to $240.2 million compared to $199.1
million for the second quarter of 2000, and increased 8.8% from $220.7 million
from the first quarter of 2001. Net interest margin was 4.63% for the second
quarter of 2001, compared to 4.23% for the second quarter of 2000 and 4.59% for
the first quarter of 2001. Six-month net interest income, on a fully
taxable-equivalent basis, was $460.9 million in 2001, an increase of 17.0%
compared to $393.9 million for the first six months of 2000. Net interest margin
for the first six months of 2001 was 4.62%, compared to 4.18% for the first six
months of 2000. The increased margins for 2001 compared to 2000 result primarily
from a more attractive balance sheet composition including robust loan growth
and a decrease in borrowed funds.

The yield on average earning assets decreased 56 basis points during the second
quarter of 2001 as compared to the second quarter of 2000, and 61 basis points
from the first quarter of 2001. The average rate paid this quarter on
interest-bearing funds decreased 101 basis points from the second quarter of
2000 and 71 basis points from the first quarter of 2001. Comparing the first six
months of 2001 with 2000, the yield on average earning assets decreased 7 basis
points, while the cost of interest-bearing funds decreased 51 basis points.

The spread on average interest-bearing funds for the second quarter of 2001 was
3.96%, up from 3.51% for the second quarter of 2000 and up from the 3.86% for
the first quarter of 2001. The spread on average interest-bearing funds for the
first six months of 2001 was 3.92%, up from 3.48% for the first six months of
2000.

ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES
(Unaudited)

Three Months Ended Three Months Ended
June 30, 2001 June 30, 2000
--------------------------------------- ---------------------------------------
Average Amount of Average Average Amount of Average
(In thousands) Balance Interest (1) Rate Balance Interest (1) Rate
------------ ------------ ------- ------------ ------------ -------

ASSETS
Money market investments ................... $ 1,055,018 $ 11,451 4.35% $ 1,107,087 $ 18,313 6.65%
Securities:
Held to maturity ......................... 51,365 796 6.22% 3,279,077 54,967 6.74%
Available for sale ....................... 3,080,120 50,226 6.54% 614,748 10,296 6.74%
Trading account .......................... 566,835 7,197 5.09% 615,975 9,712 6.34%
------------ ------------ ------------ ------------
Total securities ....................... 3,698,320 58,219 6.31% 4,509,800 74,975 6.69%
------------ ------------ ------------ ------------

Loans:
Loans held for sale ...................... 206,384 3,158 6.14% 174,358 3,261 7.52%
Net loans and leases (2) ................. 15,823,984 339,714 8.61% 13,152,721 304,575 9.31%
------------ ------------ ------------ ------------
Total loans ............................ 16,030,368 342,872 8.58% 13,327,079 307,836 9.29%
------------ ------------ ------------ ------------
Total interest-earning assets .............. 20,783,706 412,542 7.96% 18,943,966 401,124 8.52%
------------ ------------
Cash and due from banks .................... 835,000 833,878
Allowance for loan losses .................. (227,809) (201,311)
Goodwill ................................... 697,978 575,352
Core deposit intangibles ................... 104,960 77,486
Other assets ............................... 1,523,514 1,181,011
------------ ------------
Total assets ........................... $ 23,717,349 $ 21,410,382
============ ============

LIABILITIES

Interest-bearing deposits:
Savings and NOW deposits ................. $ 2,131,000 8,759 1.65% $ 1,824,264 9,727 2.14%
Money market super NOW deposits .......... 6,961,095 60,109 3.46% 6,075,324 71,413 4.73%
Time deposits under $100,000 ............. 2,201,258 27,801 5.07% 1,705,326 21,029 4.96%
Time deposits $100,000 or more ........... 1,643,045 24,305 5.93% 1,130,266 15,638 5.56%
Foreign deposits ......................... 97,504 777 3.20% 132,195 1,577 4.80%
------------ ------------ ------------ ------------
Total interest-bearing deposits ........ 13,033,902 121,751 3.75% 10,867,375 119,384 4.42%
------------ ------------ ------------ ------------
Borrowed funds:
Securities sold, not yet purchased ....... 331,314 4,562 5.52% 303,219 4,830 6.41%
Federal funds purchased and security
repurchase agreements .................. 2,561,867 25,214 3.95% 2,784,960 40,186 5.80%
Commercial paper ......................... 330,896 4,025 4.88% 293,205 4,545 6.23%
FHLB advances and other borrowings:
less than one year ..................... 303,306 4,208 5.56% 1,377,691 22,225 6.49%
over one year .......................... 172,127 2,327 5.42% 134,989 2,009 5.99%
Long-term debt ........................... 550,985 10,304 7.50% 446,993 8,846 7.96%
------------ ------------ ------------ ------------
Total borrowed funds ................... 4,250,495 50,640 4.78% 5,341,057 82,641 6.22%
------------ ------------ ------------ ------------
Total interest-bearing liabilities ......... 17,284,397 172,391 4.00% 16,208,432 202,025 5.01%
------------ ------------
Noninterest-bearing deposits ............... 3,932,157 3,244,613
Other liabilities .......................... 313,608 312,364
------------ ------------
Total liabilities .......................... 21,530,162 19,765,409
Minority interest .......................... 28,574 40,172
Total shareholders' equity ................. 2,158,613 1,604,801
------------ ------------
Total liabilities and shareholders' equity . $ 23,717,349 $ 21,410,382
============ ============

Spread on average interest-bearing funds ... 3.96% 3.51%
Net interest income and net yield on
interest-earning assets .................. $ 240,151 4.63% $ 199,099 4.23%
============ ============

(1) Taxable-equivalent-rates used where applicable.
(2) Net of unearned income and fees, net of related costs. Loans include
nonaccrual and restructured loans.

ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES
(Unaudited)

Six Months Ended Six Months Ended
June 30, 2001 June 30, 2000
--------------------------------------- ---------------------------------------
Average Amount of Average Average Amount of Average
(In thousands) Balance Interest (1) Rate Balance Interest (1) Rate
------------ ------------ ------- ------------ ------------ -------

ASSETS
Money market investments ................... $ 927,083 $ 21,665 4.71% $ 1,244,112 $ 38,402 6.21%
Securities:
Held to maturity ......................... 51,670 1,781 6.95% 3,295,519 109,883 6.71%
Available for sale ....................... 3,187,063 108,531 6.87% 678,305 20,824 6.17%
Trading account .......................... 650,446 18,195 5.64% 604,255 18,668 6.21%
------------ ------------ ------------ ------------
Total securities ....................... 3,889,179 128,507 6.66% 4,578,079 149,375 6.56%
------------ ------------ ------------ ------------

Loans:
Loans held for sale ...................... 193,219 6,242 6.51% 183,203 6,580 7.22%
Net loans and leases (2) ................. 15,124,673 667,913 8.91% 12,928,492 590,170 9.18%
------------ ------------ ------------ ------------
Total loans ............................ 15,317,892 674,155 8.88% 13,111,695 596,750 9.15%
------------ ------------ ------------ ------------
Total interest-earning assets .............. 20,134,154 824,327 8.26% 18,933,886 784,527 8.33%
------------ ------------
Cash and due from banks .................... 811,801 850,665
Allowance for loan losses .................. (214,680) (203,296)
Goodwill ................................... 633,192 578,539
Core deposit intangibles ................... 87,000 79,309
Other assets ............................... 1,478,603 1,170,692
------------ ------------
Total assets ........................... $ 22,930,070 $ 21,409,795
============ ============

LIABILITIES

Interest-bearing deposits:
Savings and NOW deposits ................. $ 1,942,383 17,371 1.80% $ 1,800,622 19,575 2.19%
Money market super NOW deposits .......... 6,775,483 128,552 3.83% 6,035,199 136,461 4.55%
Time deposits under $100,000 ............. 1,996,123 51,545 5.21% 1,756,156 42,651 4.88%
Time deposits $100,000 or more ........... 1,546,005 46,022 6.00% 1,194,490 31,088 5.23%
Foreign deposits ......................... 110,062 1,846 3.38% 142,371 3,601 5.09%
------------ ------------ ------------ ------------
Total interest-bearing deposits ........ 12,370,056 245,336 4.00% 10,928,838 233,376 4.29%
------------ ------------ ------------ ------------
Borrowed funds:
Securities sold, not yet purchased ....... 357,527 9,847 5.55% 302,817 9,605 6.38%
Federal funds purchased and security
repurchase agreements .................. 2,641,829 59,937 4.58% 2,956,192 82,109 5.59%
Commercial paper ......................... 308,813 8,342 5.45% 301,615 9,324 6.22%
FHLB advances and other borrowings:
less than one year ..................... 551,438 16,639 6.08% 1,117,744 34,851 6.27%
over one year .......................... 151,497 4,236 5.64% 124,835 3,647 5.88%
Long-term debt ........................... 492,414 19,130 7.83% 449,776 17,676 7.90%
------------ ------------ ------------ ------------
Total borrowed funds ................... 4,503,518 118,131 5.29% 5,252,979 157,212 6.02%
------------ ------------ ------------ ------------
Total interest-bearing liabilities ......... 16,873,574 363,467 4.34% 16,181,817 390,588 4.85%
------------ ------------
Noninterest-bearing deposits ............... 3,678,833 3,253,840
Other liabilities .......................... 315,233 302,152
------------ ------------
Total liabilities .......................... 20,867,640 19,737,809
Minority interest .......................... 41,073 39,918
Total shareholders' equity ................. 2,021,357 1,632,068
------------ ------------
Total liabilities and shareholders' equity . $ 22,930,070 $ 21,409,795
============ ============

Spread on average interest-bearing funds ... 3.92% 3.48%
Net interest income and net yield on
interest-earning assets .................. $ 460,860 4.62% $ 393,939 4.18%
============ ============

(1) Taxable-equivalent-rates used where applicable.
(2) Net of unearned income and fees, net of related costs. Loans include
nonaccrual and restructured loans.

ZIONS BANCORPORATION AND SUBSIDIARIES

PROVISION FOR LOAN LOSSES

The provision for loan losses increased 96.9% to $12.2 million for the second
quarter of 2001, compared to $6.2 million for the second quarter of 2000, and
decreased 4.2% from the $12.8 million for the first quarter of 2001. The
provision for loan losses for the first six months of 2001 totaled $25.0
million, 118.2% more than the $11.5 million provision for the first six months
of 2000. On an annualized basis, the year-to-date provision is 0.33% of average
loans for 2001 compared to 0.17% for 2000. The provision for loan losses
reflects management's judgment of the expense required to maintain an adequate
allowance for loan losses.

NONINTEREST INCOME

Noninterest income for the second quarter of 2001 was $93.9 million, an increase
of 33.0% from the $70.6 million for the second quarter of 2000, and a decrease
of 16.0% from the $111.8 million for the first quarter of 2001. The first
quarter of 2001 included a gain of $50.2 million from the Company's investment
in Star System and $22.4 million in valuation adjustment write-downs on venture
capital investments.

Comparing the segments of noninterest income for the second quarter of 2001 with
the second quarter of 2000, service charges on deposit accounts increased 31.7%,
other service charges and fees increased 43.0%, underwriting and trading income
increased 76.1%, and loan sales and servicing income increased 74.5%. Service
charges on deposit accounts for the second quarter of 2001 include income from
the acquisitions of County Bank, Draper Bancorp, Eldorado Bancshares and the
Arizona branches of Pacific Century Bank. Other service charges and fees include
revenues from the above acquisitions and increased investment department fees.
The increase in loan sales and servicing income for the second quarter of 2001
compared to the second quarter of 2000 is primarily due to a 67.8% increase in
loans sold into securitization facilities and additional servicing fees from a
small business securitization completed during the third quarter of 2000.

Noninterest income for the six months ended June 30, 2001 was $205.7 million, an
increase of 56.8% from the $131.2 million for same period in 2000, excluding the
$96.9 million impairment loss on the First Security Corporation common stock.

Comparing the segments of noninterest income for the first six months of 2001
with the first six months of 2000, excluding the $96.9 million impairment loss,
service charges on deposit accounts increased 23.9%, other service charges,
commissions and fees increased 29.2%, underwriting and trading income increased
71.3%, loan sales and servicing income increased 85.4%, and other income
increased 205.4%. The Company recognized net investment securities losses of
$6.7 million during the first six months of 2001 compared to net gains of $3.5
million for the same period in 2000. The year-to-date increases in service
charges on deposit accounts and other service charges and fees are attributable
to the same factors previously discussed for the quarterly increases. The
increased loan sales and servicing income relate to increased sales volumes in
revolving securitizations and servicing fee income from the small business
securitization previously mentioned. The increase in other income is mainly
attributable to the $50.2 million Star System gain in the first quarter of 2001
offset in part by valuation adjustment write-downs on venture capital
investments. The $6.7 million recognized net loss on investment securities for
the first six months of 2001 includes $9.4 million of net losses on venture fund
marketable equity securities recognized during the first quarter of 2001.

ZIONS BANCORPORATION AND SUBSIDIARIES

NONINTEREST EXPENSE

Noninterest expense for the second quarter of 2001 was $205.9 million, an
increase of 23.1% over $167.3 million for the second quarter of 2000, and an
increase of 1.2% over the $203.4 million for the first quarter of 2001.
Comparing significant changes in noninterest expense segments for the second
quarter of 2001 with the second quarter of 2000, salaries and employee benefits
increased 23.7%, occupancy increased 22.2%, amortization of goodwill and core
deposit intangibles increased 28.7%, other noninterest expense increased 28.3%,
and the total of all other noninterest expenses increased 15.4%. Noninterest
expense for 2001 includes expenses related to the acquisitions previously
discussed.

Noninterest expense for the six months ended June 30, 2001 was $409.3 million
compared to $367.6 million for the six months ended June 30, 2000, for an
increase of 11.3%. Comparing significant changes in noninterest expense segments
for the first six months of 2001 with the comparable period in 2000, salaries
and employee benefits increased 27.8%, occupancy increased 20.7%, merger-related
expense decreased 92.3%, other noninterest expense increased 28.5%, and the
total of all other noninterest expenses increased 17.8%. Merger-related expense
for 2000 included approximately $42.7 million mainly related to a terminated
merger agreement with First Security Corporation and the related disengagement
process.

At June 30, 2001, the Company had 7,738 full-time equivalent employees, 413
offices, and 537 ATMs, compared to 6,787 full-time equivalent employees, 364
offices, and 498 ATMs at June 30, 2000.

INCOME TAXES

The Company's income taxes increased 24.2% to $39.0 million for the second
quarter of 2001 compared to $31.4 million for the second quarter of 2000. The
Company's income taxes were $80.1 million for the first six months of 2001,
compared to $9.5 million for the first six months of 2000. The Company's
effective income tax rate was 35.2% for the second quarter of 2001, compared to
34.3% for the second quarter of 2000. The effective income tax rate for the
first six months of 2001 was 36.0% compared to 23.3% for the first six months of
2000. The lower rate in 2000 was due to the effect of merger costs and the
impairment loss on First Security Corporation common stock, which were
considered unusual, infrequently occurring items.

ANALYSIS OF FINANCIAL CONDITION

EARNING ASSETS

Average earning assets increased 6.3% to $20,134 million for the six months
ended June 30, 2001, compared to $18,934 million for the six months ended June
30, 2000. Earning assets comprised 87.8% of total average assets for the first
six months of 2001, compared with 88.4% for the first six months of 2000.

Average money market investments, consisting of interest-bearing deposits,
federal funds sold and security resell agreements decreased 25.5% to $927
million in the first six months of 2001 as compared to $1,244 million in the
first six months of 2000.

ZIONS BANCORPORATION AND SUBSIDIARIES

During the first six months of 2001, average securities decreased 15.0% to
$3,889 million compared to $4,578 million in the first six months of 2000.
Average investment portfolio securities decreased 18.5% and average trading
securities increased 7.6%. Effective January 1, 2001, the Company transferred
securities from held-to-maturity to available for sale as allowed by FASB
Statement No. 133 transition provisions and, mainly during the first quarter,
sold investment securities to improve its balance sheet composition.

Average net loans and leases increased 16.8% to $15,318 million for the first
six months of 2001 compared to $13,112 million in the first six months of 2000,
representing 76.1% of earning assets in the first six months of 2001 compared to
69.2% in the first six months of 2000. Average net loans and leases were 95.4%
of average total deposits for the six months ended June 30, 2001, as compared to
92.4% for the six months ended June 30, 2000.

INVESTMENT SECURITIES

The following table presents the Company's held-to-maturity and
available-for-sale investment securities:

June 30, December 31, June 30,
2001 2000 2000
--------------------- --------------------- ---------------------
Amortized Market Amortized Market Amortized Market
(In millions) cost value cost value cost value
--------- --------- --------- --------- --------- ---------

Held to maturity
U.S. Treasury Securities ................... $ -- $ -- $ 1 $ 1 $ 1 $ 1
U.S. government agencies and corporations:
Small Business Administration loan-
backed securities .................. -- -- 560 563 467 486
Other agency securities ................. -- -- 1,269 1,285 1,283 1,247
States and political subdivisions .......... -- -- 292 296 319 314
Mortgage-backed securities ................. 51 51 1,003 1,008 1,172 1,161
--------- --------- --------- --------- --------- ---------
51 51 3,125 3,153 3,242 3,209
--------- --------- --------- --------- --------- ---------
Available for sale
U.S. Treasury securities ................... 57 59 51 52 57 57
U.S. government agencies and corporations .. 1,018 1,022 94 94 209 209
States and political subdivisions .......... 425 430 185 190 133 132
Mortgage/asset-backed and debt securities .. 1,117 1,131 274 273 94 89
--------- --------- --------- --------- --------- ---------
2,617 2,642 604 609 493 487
--------- --------- --------- --------- --------- ---------
Equity securities:
Mutual funds:
Accessor Funds, Inc. ............... 235 245 159 160 154 140
Other Stock ............................. 63 106 18 13 121 119
--------- --------- --------- --------- --------- ---------
298 351 177 173 275 259
--------- --------- --------- --------- --------- ---------
2,915 2,993 781 782 768 746
--------- --------- --------- --------- --------- ---------
Total ...................................... $ 2,966 $ 3,044 $ 3,906 $ 3,935 $ 4,010 $ 3,955
========= ========= ========= ========= ========= =========

ZIONS BANCORPORATION AND SUBSIDIARIES

LOANS

The Company has structured its organization to separate the lending function
from the credit administration function to strengthen the control and
independent evaluation of credit activities. Loan policies and procedures
provide the Company with a framework for consistent underwriting and a basis for
sound credit decisions. In addition, the Company has well-defined standards for
grading its loan portfolio, and management utilizes the comprehensive loan
grading system to determine risk potential in the portfolio. Another aspect of
the Company's credit risk management strategy is the diversification of the loan
portfolio. The Company has a well-diversified loan portfolio with no significant
exposure to highly leveraged transactions.

The table below sets forth the amount of loans outstanding by type:

(In millions)
June 30, December 31, June 30,
Types 2001 2000 2000
- ----- ------------ ------------ ------------

Loans held for sale ...................... $ 207 $ 181 $ 187
Commercial, financial, and agricultural .. 4,043 3,615 3,244
Real estate:
Construction ...................... 2,699 2,273 2,104
Other:
Home equity credit line ... 330 263 234
1-4 family residential .... 3,075 2,911 2,869
Other real estate-secured . 4,997 4,190 4,232
------------ ------------ ------------
8,402 7,364 7,335
------------ ------------ ------------
11,101 9,637 9,439
Consumer:
Bankcard .......................... 111 135 115
Other ............................. 646 472 450
------------ ------------ ------------
757 607 565

Lease financing .......................... 372 317 273
Foreign loans ............................ 17 26 39
Other receivables ........................ 70 75 98
------------ ------------ ------------
Total loans ....................... $ 16,567 $ 14,458 $ 13,845
============ ============ ============

Loans held for sale on June 30, 2001 increased 14.4% from December 31, 2000. All
other loans, net of unearned income and fees increased 14.6% to $16,269 million
on June 30, 2001 compared to $14,197 million on December 31, 2000. Commercial
loans, construction loans, and other real estate loans increased from year-end
11.8%, 18.7%, and 14.1%, respectively. Consumer loans and lease financing
increased 24.7% and 17.4%, respectively. Foreign loans decreased 34.6% to $17
million and other receivables decreased 6.7%. Within the other real estate loan
portfolio, home equity credit line loans increased 25.5%, 1-4 family residential
loans increased 5.6%, and all other real estate-secured loans increased 19.3%

ZIONS BANCORPORATION AND SUBSIDIARIES

from year-end. During the first six months of 2001, the Company acquired loans
aggregating approximately $1,127 million from the acquisitions of Draper
Bancorp, Eldorado Bancshares and the Arizona branches of Pacific Century Bank.

On June 30, 2001, long-term first mortgage real estate loans serviced for
others totaled $182 million, and consumer and other loan securitizations, which
include loans sold under revolving securitization structures, totaled $1,794
million. During the first six months of 2001, the Company sold $257 million of
loans classified in held for sale, and securitized and sold SBA loans, home
equity credit line loans, credit card receivables and automobile loans totaling
$455 million. During the first six months of 2001, total loans sold were $712
million compared to total loans sold of $559 million during the first six months
of 2000.

RISK ELEMENTS

The Company's nonperforming assets, which include nonaccruing loans,
restructured loans, other real estate owned and other nonperforming assets, were
$88 million on June 30, 2001, up from $71 million on December 31, 2000, and up
from $84 million on June 30, 2000. Such nonperforming assets as a percentage of
net loans and leases, other real estate owned and other nonperforming assets
were .53%, .49% and .61% on June 30, 2001, December 31, 2000, and June 30, 2000,
respectively.

Accruing loans past due 90 days or more totaled $41 million on June 30, 2001, up
from $27 million on December 31, 2000, and $22 million on June 30, 2000. These
loans equaled 0.25% of net loans and leases on June 30, 2001, 0.19% on December
31, 2000 and 0.16% on June 30, 2000.

The Company had one loan totaling $14.0 million on June 30, 2001 that was
considered a potential problem loan. No loans to borrowers were considered
potential problem loans at December 31, 2000 and June 30, 2000. Potential
problem loans are defined as loans presently on accrual, not contractually past
due 90 days or more, and not restructured, but about which management has
serious doubt as to the future ability of the borrower to comply with present
repayment terms and which may result in the reporting of the loans as
nonperforming assets.

The Company's total recorded investment in impaired loans included in nonaccrual
loans and leases, amounted to $63 million on June 30, 2001, as compared to $46
million on December 31, 2000, and $68 million on June 30, 2000. The Company
considers a loan to be impaired when the accrual of interest has been
discontinued and it meets other criteria under the statements. The amount of the
impairment is measured based on the present value of expected cash flows, the
observable market price of the loan, or the fair value of the collateral.
Impairment losses are included in the allowance for loan losses through a
provision for loan losses. Included in the allowance for loan losses on June 30,
2001, December 31, 2000, and June 30, 2000, is a required allowance of $13
million, $10 million and $17 million, respectively, on $17 million, $16 million
and $25 million, respectively, of the recorded investment in impaired loans.

ZIONS BANCORPORATION AND SUBSIDIARIES

The following table sets forth the nonperforming assets:

June 30, December 31, June 30,
(In millions) 2001 2000 2000
------------ ------------ ------------

Nonaccrual loans .............................. $ 75 $ 58 $ 79
Restructured loans ............................ 2 3 1
Other real estate owned and other
nonperforming assets ..................... 11 10 4
------------ ------------ ------------
Total .................................... $ 88 $ 71 $ 84
============ ============ ============
% of net loans and leases*, other real estate
owned and other nonperforming assets ..... .53% .49% .61%

Accruing loans past due 90 days or more ....... $ 41 $ 27 $ 22
============ ============ ============

% of net loans and leases* .................... .25% .19% .16%

*Includes loans held for sale

ALLOWANCE FOR LOAN LOSSES

The Company's allowance for loan losses was 1.40% of net loans and leases on
June 30, 2001, compared to 1.36% on December 31, 2000 and 1.43% on June 30,
2000. Net charge-offs during the second quarter of 2001 were $9 million, or
annualized 0.21% of average net loans and leases, compared to net charge-offs of
$9 million for the second quarter of 2000. Net charge-offs for the first six
months of 2001 were $15 million, or annualized, 19% of average net loans and
leases, compared to $18 million or 0.28% annualized of average net loans and
leases for the first six months of 2000.

The allowance, as a percentage of nonaccrual loans and restructured loans, was
300.2% on June 30, 2001, compared to 320.7% on December 31, 2000 and 246.2% on
June 30, 2000. The allowance, as a percentage of nonaccrual loans and accruing
loans past due 90 days or more was 199.2% on June 30, 2001, compared to 229.3%
on December 31, 2000 and 194.2% on June 30, 2000.

On June 30, 2001, December 31, 2000, and June 30, 2000, the allowance for loan
losses includes an allocation of $37 million, $22 million, and $28 million,
respectively, related to commitments to extend credit on loans and standby
letters of credit. Commitments to extend credit on loans and standby letters of
credit on June 30, 2001, December 31, 2000 and June 30, 2000 totaled $7,506
million, $7,254 million and $6,260 million, respectively.

In analyzing the adequacy of the allowance for loan and lease losses, management
utilizes a comprehensive loan grading system to determine risk potential in the
portfolio, and considers the results of independent internal and external credit
review, historical charge-off experience, and changes in the composition and
volume of the portfolio. Other factors, such as general economic conditions and
collateral values, are also considered. Larger problem credits are individually
evaluated to determine appropriate reserve allocations. Additions to the
allowance are based upon the resulting risk profile of the portfolio developed
through the evaluation of the above factors.

ZIONS BANCORPORATION AND SUBSIDIARIES

The following table shows the changes in the allowance for loan losses and a
summary of loan loss experience:

Six Months Twelve Months Six Months
Ended Ended Ended
(In millions) June 30, December 31, June 30,
2001 2000 2000
-------- -------- --------
Average loans* and leases outstanding
(net of unearned income) .............. $ 15,318 $ 13,649 $ 13,112
======== ======== ========
Allowance for possible losses:
Balance at beginning of the period ......... $ 196 $ 204 $ 204
Allowance of companies acquired ............ 24 2 --
Provision charged against earnings ......... 25 32 11
Loans and leases charged-off:
Loans held for sale ................... -- -- --
Commercial, financial and agricultural. (10) (38) (14)
Real estate ........................... (3) (4) (2)
Consumer .............................. (7) (9) (5)
Lease financing ....................... (2) (2) (1)
Other receivables ..................... -- -- --
-------- -------- --------
Total ............................ (21) (53) (22)
-------- -------- --------
Recoveries:
Loans held for sale ................... -- -- --
Commercial, financial and agricultural. 4 6 2
Real estate ........................... -- 1 1
Consumer .............................. 2 3 1
Lease financing ....................... -- 1 --
Other receivables ..................... -- -- --
-------- -------- --------
Total ............................ 6 11 4
-------- -------- --------
Net loan and lease charge-offs ............. (15) (42) (18)
-------- -------- --------
Balance at end of the period ............... $ 230 $ 196 $ 197
======== ======== ========

*Includes loans held for sale

Ratio of annualized net charge-offs to
average loans and leases .............. .19% .31% .28%

DEPOSITS

Average total deposits of $16,049 million for the first six months of 2001
increased 13.2% compared to $14,183 million for the first six months of 2000,
with average demand deposits increasing 13.1%. Average savings and NOW deposits
and average money market and super NOW deposits increased 7.9%, and 12.3%,
respectively, during the first six months of 2001, compared with the same period
one year earlier.

ZIONS BANCORPORATION AND SUBSIDIARIES

Average time deposits under $100,000 increased 13.7% and time deposits over
$100,000 increased 29.4% for the first six months of 2001 compared to the first
six months of 2000. Average foreign deposits decreased 22.7% for the same
periods.

Total deposits increased 13.9% to $17,170 million on June 30, 2001 as compared
to $15,070 million on December 31, 2000. Deposits assumed in the Draper Bancorp,
Eldorado Bancshares and Arizona branches of Pacific Century Bank acquisitions
consummated during the first six months of 2001 aggregated approximately $1,690
million. Comparing June 30, 2001 to December 31, 2000, demand deposits increased
15.5%, savings and money market deposits increased 11.2%, time deposits under
$100,000 increased 27.2%, time deposits over $100,000 increased 15.0% and
foreign deposits decreased 31.0%.

LIQUIDITY AND INTEREST RATE SENSITIVITY

The Company manages its liquidity to provide adequate funds to meet its
financial obligations, including withdrawals by depositors and debt service
requirements, as well as to fund customers' demand for credit. Liquidity is
primarily provided by the regularly scheduled maturities of the Company's
investment and loan portfolios.

The Federal Home Loan Bank ("FHLB") System is a major source of liquidity for
each of the Company's subsidiary banks. Zions First National Bank and The
Commerce Bank of Washington are members of the FHLB of Seattle. California Bank
& Trust, Nevada State Bank, and National Bank of Arizona are members of the FHLB
of San Francisco. Vectra Bank Colorado is a member of the FHLB of Topeka. The
FHLB allows member banks to borrow against their eligible loans to satisfy
liquidity requirements.

Zions First National Bank provides a liquidity facility to Lockhart Funding
LLC (Lockhart), a Qualified Special Purpose Vehicle. Lockhart purchases U.S.
Government and AAA rated securities. These assets are funded through the
issuance of commercial paper. During July 2001, the size of this liquidity
facility was increased to $5.1 billion from $2.0 billion.

The Company's core deposits, consisting of demand, savings and money market
deposits and time deposits under $100,000, constituted 89.7% of total deposits
on June 30, 2001 as compared to 89.5% on December 31, 2000 and 89.0% on June 30,
2000.

Maturing balances in loan portfolios provide flexibility in managing cash flows.
Maturity management of those funds is an important source of medium to long-term
liquidity. The Company's ability to raise funds in the capital markets through
the securitization process and by debt issuance allows the Company to take
advantage of market opportunities to meet funding needs at reasonable cost.

During the second quarter of 2001, the Company issued $200 million of
subordinated debt through a newly formed subsidiary, Zions Financial Corp. The
debt is unconditionally guaranteed by Zions Bancorporation and matures in May
2011. The notes bear interest at 6.95% per annum through May 14, 2006 and at
one-month LIBOR plus 2.86% thereafter until maturity.

The parent company's cash requirements consist primarily of debt service,
dividends to shareholders, operating expenses, income taxes, and share
repurchases. The parent company's cash needs are routinely satisfied through
dividends from subsidiaries, the collection of proportionate shares of current
income taxes, management and other fees from subsidiaries, and unaffiliated bank
lines and debt issuance.

On July 30, 2001, the Company's board of directors authorized a repurchase of
up to $50 million of the Company's common stock.

ZIONS BANCORPORATION AND SUBSIDIARIES

Interest rate sensitivity measures the Company's financial exposure to changes
in interest rates. Interest rate sensitivity is, like liquidity, affected by
maturities of assets and liabilities. The Company assesses its interest rate
sensitivity using duration and simulation analysis. Duration is a measure of the
weighted-average expected lives of the discounted cash flows from assets and
liabilities. Simulation is used to estimate net interest income over time using
alternative interest rate scenarios.

The Company, through the management of maturities and repricing of its assets
and liabilities and the use of off-balance sheet arrangements such as interest
rate caps, floors, futures, options, and interest rate exchange agreements,
attempts to minimize the effect on net income of changes in interest rates. The
Company's management exercises its best judgment in making assumptions with
respect to loan and security prepayments, early deposit withdrawals and other
noncontrollable events in managing the Company's exposure to changes in interest
rates. The interest rate risk position is actively managed and changes daily as
the interest rate environment changes; therefore, positions at the end of any
period may not be reflective of the Company's interest rate position in
subsequent periods. The prime lending rate is the primary basis used for pricing
the Company's loans and the short-term Treasury rate is the index used for
pricing many of the Company's deposits. The Company, however, is unable to
economically hedge the prime/91-day T-bill spread risk.

CAPITAL RESOURCES AND DIVIDENDS

Total shareholders' equity on June 30, 2001 was $2,198 million, an increase of
23.6% over the $1,779 million on December 31, 2000, and an increase of 34.5%
over the $1,634 million on June 30, 2000. The increase in total shareholders'
equity during 2001 includes $225 million related to acquisitions and $78 million
of other comprehensive income. The ratio of average equity to average assets for
the first six months of 2001 was 8.82% as compared to 7.62% for the same period
in 2000. On June 30, 2001, the Company's Tier I risk-based capital ratio was
8.35%, as compared to 8.53% on December 31, 2000 and 7.97% on June 30, 2000. On
June 30, 2001 the Company's total risk-based capital ratio was 11.63%, as
compared to 10.83% on December 31, 2000 and 10.51% on June 30, 2000. The
Company's leverage ratio on June 30, 2001 was 6.69%, as compared to 6.38% on
December 31, 2000 and 5.91% on June 30, 2000.

Dividends declared of $.20 per common share for the second quarter of 2001 were
unchanged from the dividends declared for the first quarter of 2001 and the
second quarter of 2000. The common cash dividend payout of net income for the
second quarter of 2001 was 25.17% compared to 28.51% for the first quarter of
2001 and 28.77% for the second quarter of 2000. The six-month year-to-date
common cash dividend payout of net income was 26.74% for 2001 compared to 46.16%
for 2000.

FORWARD-LOOKING INFORMATION

Statements in Management's Discussion and Analysis that are not based on
historical data are forward- looking, including, for example, the projected
performance of the Company and its operations. These statements constitute
forward-looking information within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from the
projections discussed in Management's Discussion and Analysis since such
projections involve significant risks and uncertainties. Factors that might
cause such differences include, but are not limited to: the timing of closing
proposed acquisitions being delayed or such acquisitions being prohibited;
competitive pressures among financial institutions increasing significantly;
economic conditions, either nationally or locally in areas in which the Company
conducts its operations, being less favorable than expected; and legislation or
regulatory changes which

ZIONS BANCORPORATION AND SUBSIDIARIES

adversely affect the Company's operations or business. The Company
disclaims any obligation to update any factors or to publicly announce the
results of revisions to any of the forward-looking statements included herein to
reflect future events or developments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------

Interest rate risk is the most significant market risk regularly undertaken by
the Company. The Company believes there have been no significant changes in
market risk compared to the disclosures in Zions Bancorporation's Annual Report
on Form 10-K for the year ended December 31, 2000.

PART II. OTHER INFORMATION
-----------------

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
-----------------------------------------------

The following is a summary of matters submitted to vote at the Annual Meeting of
Shareholders of Zions Bancorporation:

a) The Annual Meeting of Shareholders was held on April 20, 2001.
The total number of shares eligible for voting was 85,567,900.

b) Election of Directors
---------------------

Proxies were solicited by Zions Bancorporation's management
pursuant to Regulation 14A under the Securities Exchange Act
of 1934. There was no solicitation in opposition to
management's nominees as listed in the proxy statement, and
all of such nominees were elected pursuant to the vote of
the shareholders as indicated in the proxy statement.

c) The matters voted upon and the results were as follows:

(1) Election of Directors
---------------------

Withhold
For Authority
---------- ---------
Roger B. Porter 74,248,458 250,573
L.E. Simmons 74,256,965 240,990
I.J. Wagner 74,208,836 290,383

(2) Approve an increase in the number of authorized shares
------------------------------------------------------
of Capital Stock
-----------------
Approval to amend the Articles of Incorporation to
increase the authorized capital stock from
203,000,000 shares without par value to 353,000,000
shares, divided into 350,000,000 shares of Common
Stock without par value, and 3,000,000 shares of
Preferred Stock without par value.

For Against Abstain
54,821,412 3,273,842 207,191

ZIONS BANCORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION (CONTINUED)

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------

a) Exhibits

b) Reports on Form 8-K

Zions Bancorporation filed the following reports on Form 8-K
during the quarter ended June 30, 2001:

Form 8-K filed April 16, 2001 (Item 5). Announcement that
Zions Bancorporation reacquired the minority interest in its
subsidiary, California Bank & Trust for $66.0 million.

Form 8-K filed May 14, 2001 (Items 5. and 6.) A copy of a
press release issued May 11, 2001 announcing the appointment
of David Blackford as Chairman, President and CEO of its
banking subsidiary, California Bank & Trust, and the
retirement of Robert Sarver from that position and Robert
Sarver's retirement from the Zions Bancorporation Board of
Directors.

S I G N A T U R E S
-------------------

Pursuant to the requirements 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

/s/Harris H. Simmons
--------------------------------
Harris H. Simmons, President and
Chief Executive Officer

/s/W. David Hemingway
--------------------------------
W. David Hemingway, Executive Vice
President and Interim Chief Financial Officer

Dated August 14, 2001