UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM ___________ TO ___________ COMMISSION FILE NUMBER .................................................. 0-2610 A. Full title of the plan and address of the plan, if different from that of the issuer named below: ZIONS BANCORPORATION EMPLOYEE STOCK SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ZIONS BANCORPORATION ONE SOUTH MAIN, SUITE 1380 SALT LAKE CITY, UTAH 84111 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements PAGE ---- Reports of Independent Auditors 1-2 Statements of Net Assets Available for Benefits - December 31, 2000 and 1999 3 Statement of Changes in Net Assets Available for Benefits - Year ended December 31, 2000 4 Notes to Financial Statements 5 Schedules - Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 9 Schedule H, Line 4j - Schedule of Reportable Transactions 10 (b) Exhibits - Consents of Independent Certified Public Accountants Report of Independent Auditors The Trust Committee Zions Bancorporation Employee Stock Savings Plan We have audited the accompanying statement of net assets available for benefits of Zions Bancorporation Employee Stock Savings Plan as of December 31, 2000 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000, and the changes in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2000, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young June 22, 2001 1 Independent Auditors' Report The Trust Committee Zions Bancorporation Employee Stock Savings Plan: We have audited the accompanying statement of net assets available for benefits of Zions Bancorporation Employee Stock Savings Plan as of December 31, 1999. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of Zions Bancorporation Employee Stock Savings Plan as of December 31, 1999, in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP January 24, 2000 2 Zions Bancorporation Employee Stock Savings Plan Statements of Net Assets Available for Benefits DECEMBER 31 2000 1999 ----------- ----------- ASSETS Investments, at fair value: Zions Bancorporation common stock $97,922,854 $86,491,522 Money market account 361 21,723 ----------- ----------- 97,923,215 86,513,245 Receivables: Participant contributions 165,223 186,891 Employer contributions 82,612 93,435 Interest 599 775 ----------- ----------- 248,434 281,101 ----------- ----------- Net assets available for benefits $98,171,649 $86,794,346 =========== =========== SEE ACCOMPANYING NOTES. 3 Zions Bancorporation Employee Stock Savings Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2000 ADDITIONS Investment income: Net appreciation in fair value of investments in Zions Bancorporation common stock $ 6,236,163 Dividends 1,348,486 Interest 7,329 ----------- 7,591,978 Contributions: Participant 8,184,306 Employer 4,092,149 ----------- 12,276,455 Total additions 19,868,433 DEDUCTIONS Benefits paid directly to participants 8,491,130 ----------- Net increase 11,377,303 Net assets available for benefits: Beginning of year 86,794,346 ----------- End of year $98,171,649 =========== SEE ACCOMPANYING NOTES. 4 Zions Bancorporation Employee Stock Savings Plan Notes to Financial Statements December 31, 2000 1. DESCRIPTION OF THE PLAN The following description of the Zions Bancorporation Employee Stock Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a single employer defined contribution plan that is designed to provide retirement benefits for eligible employees under either a pre-tax or post-tax salary reduction arrangement by offering employees an opportunity to acquire stock ownership in Zions Bancorporation (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA) of 1974. ELIGIBILITY Participation in the Plan is voluntary. An employee is eligible to participate on January 1, April 1, July 1, or October 1, whichever coincides with, or immediately follows, the latter of the date on which the employee completes at least 1,000 hours of service during 12 continuous months and attains the age of 21. In addition, the definition of one year of eligibility service includes employees for whom one year has past since (a) the commencement date with a previous employer that sponsored a similar 401(k) plan in which the employee participated and (b) the commencement date with a Merged Employer. PARTICIPANT AND COMPANY CONTRIBUTIONS Each year, participants may make voluntary contributions up to 15 percent of their pre-tax annual compensation, as defined in the Plan. Company contributions are equal to 50 percent of the amount contributed by the participant up to five percent of their total compensation. The maximum amount a participant may contribute to the Plan in a calendar year, in conjunction with the Employee Stock Savings Plan, is $10,500 for 2000. 5 Zions Bancorporation Employee Stock Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) plan earnings. Investment income or loss is allocated to each participant's account in proportion of the investment shares held in that participant's account to the total of investment shares held in the Plan. VESTING AND PAYMENT OF BENEFITS Participants are fully vested in their participant accounts at all times. Benefits are paid upon death, disability, retirement, or earlier subject to certain restrictions, as defined in the Plan document. Benefit payments are paid in shares of stock. PLAN TERMINATION Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to provisions of ERISA. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements are prepared on the accrual basis of accounting. ADMINISTRATIVE EXPENSES Administrative expenses are currently being absorbed by the Company, although the Plan may bear the costs of administration. INVESTMENT VALUATION AND INCOME RECOGNITION The investment in common stock of the Company is valued at its quoted market price. Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. 6 Zions Bancorporation Employee Stock Savings Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates. CONCENTRATION OF INVESTMENTS Included in the Plan's net assets available for benefits at December 31, 2000 and 1999, are investments in common stock of the Company amounting to $97,922,854 and $86,491,522, respectively, whose value could be subject to change based upon market conditions. These investments represent 1.80 and 1.71 percent ownership of the Company's outstanding common stock at December 31, 2000 and 1999, respectively. At December 31, 2000 and 1999, the investment in common stock of the Company consisted of 1,568,334 and 1,461,314 shares, respectively. 3. TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated June 5, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. 4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: DECEMBER 31, 2000 ------------ Net assets available for benefits per the financial statements $ 98,171,649 Amounts allocated to withdrawn participants (225,299) ------------ Net assets available for benefits per the Form 5500 $ 97,946,350 ============ 7 Zions Bancorporation Employee Stock Savings Plan Notes to Financial Statements (continued) 4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED) The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: YEAR ENDED DECEMBER 31, 2000 ------------ Benefits paid to participants per the financial statements $8,491,130 Amounts allocated on Form 5500 to withdrawn participants at December 31, 2000 225,299 ---------- Benefits paid to participants per the Form 5500 $8,716,429 ========== Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. 8 Zions Bancorporation Employee Stock Savings Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) EIN: 87-0227400 Plan: 004 December 31, 2000 (b) IDENTITY OF ISSUER, BORROWER, LESSOR, OR (c) (d) (e) (a) SIMILAR PARTY DESCRIPTION OF INVESTMENT COST CURRENT VALUE - --- -------------------- --------------------------------- -------- ------------- * Zions Bancorporation Zions Bancorporation common stock (1,568,334 shares) $43,097,746 $97,922,854 * Zions Bancorporation Money market account 361 361 ----------- ----------- $43,098,107 $97,923,215 =========== =========== * Indicates party-in-interest to the plan 9 Zions Bancorporation Employee Stock Savings Plan Schedule H, Line 4j - Schedule of Reportable Transactions EIN: 87-0227400 Plan: 004 Year ended December 31, 2000 (h) (a) (b) (c) CURRENT VALUE (i) IDENTITY OF PARTY INVOLVED DESCRIPTION OF PURCHASE (d) (g) OF ASSET ON NET GAIN INVESTMENT PRICE SELLING PRICE COST OF ASSET TRANSACTION DATE (LOSS) - -------------------------- -------------- ----------- ------------- ------------- ---------------- ---------- Category (iii) - series of transactions in excess of 5% of the Plan assets - -------------------------- -------------- ----------- ------------- ------------- ---------------- ---------- Zions Bancorporation Common stock $ -- $ 8,499,401 $ 3,994,718 $ 8,499,401 $4,504,683 Zions Bancorporation Common stock 13,694,570 -- 13,694,570 13,694,570 -- There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 2000. Columns (e) and (f) are not applicable. 10 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. June 29, 2001 ZIONS BANCORPORATION EMPLOYEE STOCK SAVINGS PLAN By: /s/ Harris H. Simmons ----------------------------------- Name: HARRIS H. SIMMONS, President and Chief Executive Officer of Zions Bancorporation