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•	statements with respect to the beliefs, plans, objectives, goals, targets, commitments, designs, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Zions Bancorporation (“the Parent”) and its subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”); and

•	statements preceded by, followed by, or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “target,” “commit,” “design,” “plan,” “projects,” or similar expressions.

•	the Company’s ability to successfully execute its business plans, manage its risks, and achieve its objectives, including its restructuring and efficiency initiatives and its tender offers for certain of its preferred stock;

•

changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the recent economic crisis, delay of recovery from that crisis, economic and fiscal imbalances in the United States and other countries, potential or actual downgrades in ratings of sovereign debt issued by the United States and other countries, and other major developments, including wars, military actions, and terrorist attacks;

•	changes in financial and commodity market prices and conditions, either internationally, nationally or locally in areas in which the Company conducts its operations, including without limitation rates of business formation and growth, commercial and residential real estate development, real estate prices, and oil and gas-related commodity prices;

•	changes in markets for equity, fixed income, commercial paper and other securities, including availability, market liquidity levels, and pricing, including the actual amount and duration of declines in the price of oil and gas;

•	any impairment of our goodwill or other intangibles, or any adjustment of valuation allowances on our deferred tax assets due to adverse changes in the economic environment, declining operations of the reporting unit, or other factors;

•	changes in markets for debt, equity, and securities, including availability, market liquidity levels, and pricing;

•	changes in interest rates, the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows and competition;

•	acquisitions and integration of acquired businesses;

•	increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;

•	changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments and fees, including policies of the U.S. Department of Treasury, the OCC, the Board of Governors of the Federal Reserve Board System, the FDIC, the SEC, and the CFPB;

•	the impact of executive compensation rules under the Dodd-Frank Act and banking regulations which may impact the ability of the Company and other American financial institutions to retain and recruit executives and other personnel necessary for their businesses and competitiveness;

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the impact of the Dodd-Frank Act and Basel III, and rules and regulations thereunder, on our required regulatory capital and liquidity levels, governmental assessments on us (including, but not limited to, the Federal Reserve reviews of our annual capital plan), the scope of business activities in which we may engage, the manner in which we engage in such activities, the fees we may charge for certain products and services, and other matters affected by the Dodd-Frank Act and these international standards;

•	continuing consolidation in the financial services industry;

•	new legal claims against the Company, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies, or changes in existing legal matters;

•	success in gaining regulatory approvals, when required;

•	changes in consumer spending and savings habits;

•	increased competitive challenges and expanding product and pricing pressures among financial institutions;

•	inflation and deflation;

•	technological changes and the Company’s implementation of new technologies;

•	the Company’s ability to develop and maintain secure and reliable information technology systems;

•	legislation or regulatory changes which adversely affect the Company’s operations or business;

•	the Company’s ability to comply with applicable laws and regulations;

•	changes in accounting policies or procedures as may be required by the FASB or regulatory agencies; and

•	costs of deposit insurance and changes with respect to FDIC insurance coverage levels.

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ITEM 1.	BUSINESS

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•	the requirements applicable to large bank holding companies (those with consolidated assets of greater than $50 billion) be more stringent than those applicable to other financial companies;

•	standards applicable to bank holding companies be no less stringent than those applied to insured depository institutions; and

•	bank regulatory agencies implement countercyclical elements in their capital requirements.

•	The assessment base for federal deposit insurance was changed to consolidated assets less tangible capital instead of the amount of insured deposits.

•	The federal prohibition on the payment of interest on business transaction accounts was repealed.

•	The FRB was authorized to issue regulations governing debit card interchange fees.

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•	4.5% CET1 to risk-weighted assets;

•	6.0% Tier 1 capital (i.e., CET1 plus Additional Tier 1) to risk-weighted assets;

•	8.0% Total capital (i.e., Tier 1 plus Tier 2) to risk-weighted assets; and

•	4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).

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•	Requirements that the Parent serve as a source of strength for its subsidiary bank. The FRB has a policy that a bank holding company is expected to act as a source of financial and managerial strength to its subsidiary bank and, under appropriate circumstances, to commit resources to support the subsidiary bank. The Dodd-Frank Act codifies this policy as a statutory requirement.

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Limitations on dividends payable by subsidiaries. A significant portion of the Parent’s cash, which is used to pay dividends on our common and preferred stock and to pay principal and interest on our debt obligations, is derived from dividends paid to the Parent by its subsidiary bank. These dividends are subject to various legal and regulatory restrictions. See Note 18 of the Notes to Consolidated Financial Statements.

•	Limitations on dividends payable to shareholders. The Parent’s ability to pay dividends on both its common and preferred stock may be subject to regulatory restrictions, including the requirement that they be included in a stress test and capital plan to which the FRB has not objected. See discussion under “Liquidity Management Actions” on page 69.

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Safety and soundness requirements. Federal and state laws require that our banks be operated in a safe and sound manner. We are subject to additional safety and soundness standards prescribed in the FDICIA, including standards related to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, as well as other operational and management standards deemed appropriate by the federal banking agencies. The safety and soundness requirements give bank regulatory agencies significant latitude in their supervisory authority over us.

•	Requirements for approval of acquisitions and activities and restrictions on other activities. Prior approval of the FRB is required under the BHC Act for a financial holding company to acquire or hold more than a 5% voting interest in any bank, to acquire substantially all the assets of a bank or to merge with another financial or bank

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•	Limitations on the amount of loans to a borrower and its affiliates.

•	Limitations on transactions with affiliates. The Dodd-Frank Act significantly expanded the coverage and scope of the limitations on affiliate transactions within a banking organization.

•	Restrictions on the nature and amount of any investments and ability to underwrite certain securities.

•	Requirements for opening of branches and the acquisition of other financial entities.

•	Fair lending and truth in lending requirements to provide equal access to credit and to protect consumers in credit transactions.

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Broker-dealer and investment advisory regulations. Certain of our subsidiaries are broker-dealers that engage in securities underwriting and other broker-dealer activities. These companies are registered with the SEC and are members of FINRA. Certain other subsidiaries are registered investment advisers under the Investment Advisers Act of 1940, as amended, and as such are supervised by the SEC. They are also subject to various U.S. federal and state laws and regulations. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws.

•	Provisions of the GLB Act and other federal and state laws dealing with privacy for nonpublic personal information of individual customers.

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Community Reinvestment Art (“CRA”) requirements. The CRA requires banks to help serve the credit needs in their communities, including providing credit to low and moderate income individuals. If our bank subsidiary fails to adequately serve its communities, penalties may be imposed including denials of applications to add branches, relocate, add subsidiaries and affiliates, and merge with or purchase other financial institutions.

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Anti-money laundering regulations. The Bank Secrecy Act, Title III of the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), and other federal laws require financial institutions to assist U.S. Government agencies in detecting and preventing money laundering and other illegal acts by maintaining policies, procedures and controls designed to detect and report money laundering, terrorist financing, and other suspicious activity.

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ITEM 1A.	RISK FACTORS

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•	affects the levels of capital and liquidity with which the Company must operate and how it plans capital and liquidity levels;

•	subjects the Company to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance fees to the FDIC;

•	impacts the Company’s ability to invest in certain types of entities or engage in certain activities;

•	impacts a number of the Company’s business strategies;

•	requires us to incur the cost of developing substantial heightened risk management policies and infrastructure;

•	regulates the pricing of certain of our products and services and restricts the revenue that the Company generates from certain businesses;

•	subjects the Company to capital planning actions, including stress testing or similar actions and timing expectations for capital raising;

•	subjects the Company to supervision by the CFPB, with very broad rule-making and enforcement authorities;

•	grants authority to state agencies to enforce state and federal laws against national banks;

•	subjects the Company to new and different litigation and regulatory enforcement risks; and

•	limits the manner and amount in which compensation is paid to executive officers and employees generally.

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ITEM 1B.	UNRESOLVED STAFF COMMENTS

ITEM 2.	PROPERTIES

ITEM 3.	LEGAL PROCEEDINGS

ITEM 4.	MINE SAFETY DISCLOSURES

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

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1	Represents common shares acquired from employees in connection with the Company’s stock compensation plan. Shares were acquired from employees to pay for their payroll taxes and stock option exercise cost upon the vesting of restricted stock and restricted stock units, and the exercise of stock options, under the “withholding shares” provision of an employee share-based compensation plan.

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ITEM 6.	SELECTED FINANCIAL DATA

1	At year-end.

2	For 2015, ratios are based on Basel III. For years prior to 2015, ratios are based on Basel I.

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	As of December 31, 2015, the Company was the 23rd largest domestic bank holding company in terms of deposits and is included in the S&P 500 and NASDAQ Financial 100 indices.

•	At December 31, 2015, the Company had banking operations through 450 domestic branches in eleven Western and Southwestern states. Additionally, the Company currently has, and is further developing, numerous online product offerings to support customer banking preferences in the digital era of banking.

•	The Company has been awarded numerous “Excellence” awards by Greenwich Associates, having received 31 awards for the 2015 survey; only four U.S. banks have been awarded more than 10 excellence awards since the inception of the survey.

•	The Company has been awarded numerous “Best Brand Awards” for Small Business and Middle Market Banking in 2015 and 2014. The Company has also been awarded numerous national and several regional “Excellence” awards for Small Business and Middle Market Banking in 2014.

•	The long term strategy of the Company is driven by four key factors:

◦	We focus our banking business in geographies representing growth markets in the Western United States.

◦	We strive to maintain a local community bank-like approach for customer-facing elements of our business by giving a significant degree of autonomy in product offerings and pricing to our regional management teams. Management believes this provides a meaningful competitive advantage over larger national banks whose loan and deposit products are often homogeneous.

◦	Relative to smaller community banks, we believe the Company generally achieves greater economies of scale and stronger risk management. We believe that scale gives us superior access to capital markets, more robust treasury management and other product capabilities than smaller community banks.

◦	We centralize or oversee centrally many non-customer facing operations, such as risk and capital management, and technology and back office operations.

•	During 2015, we took significant actions to positively improve the Company’s risk profile, including selling the remaining CDO portfolio, purchasing HQLA securities, reducing long term debt and preferred stock, and reducing our oil and gas-related credit exposure.

•	In December 2015, the Company consolidated its various banking charters into a single charter in order to simplify the corporate structure and remove associated costs; however, we will continue to emphasize our locally-oriented leadership structure and the power of our strong local brands in each market we serve.

•	The Company announced in 2015 various initiatives designed to substantially improve profitability and announced in 2013 various initiatives to substantially upgrade its technology platform.

•	The Company’s various measures of capital, credit quality, and liquidity generally rank within the top quartile of regional bank peers.

•	Revenues and profits are primarily derived from commercial customers and the Company also emphasizes mortgage banking, wealth management and brokerage services.

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•	Consolidation of bank charters from seven to one while maintaining local leadership, local product pricing, and local brands. The consolidation of the bank charters occurred on December 31, 2015.

•	Creation of a Chief Banking Officer position, with responsibility for retail banking, wealth management, and residential mortgage lending.

•	Consolidation of risk functions and other non-customer facing operations, while emphasizing local credit decision making.

•	Investment in building technology to meet the demands of a rapidly changing information technology environment.

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Achieve an adjusted efficiency ratio in the low 60s by fiscal year 2017, driven by expense and revenue initiatives detailed below; the announced target assumes a slight increase in interest rates. Our efficiency ratio for the second half of 2015 was 69.6%, which met our goal to keep the efficiency ratio less than 70% during the second half of 2015. We are committed to achieving an efficiency ratio of less than 66% in 2016. See “GAAP to Non-GAAP Reconciliations” on page 76 for more information regarding the calculation of the adjusted efficiency ratio.

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Increase returns on tangible common equity over the long term to double digit levels. For the fourth quarter of 2015, the tangible return on average tangible common equity was 6.20%, compared to 6.05% for the third quarter 2015, and 4.95% for the fourth quarter of 2014 (see “GAAP to Non-GAAP Reconciliations” on page 76 for more information regarding the calculation of the tangible return on average tangible common equity).

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Maintain adjusted noninterest expense below $1.6 billion in 2015 and 2016, although increasing somewhat in 2017; this target excludes those same expense items excluded in arriving at the efficiency ratio (see “GAAP to Non-GAAP Reconciliations” on page 76 for more information regarding the calculation of the efficiency ratio). For 2015 adjusted noninterest expense was $1.58 billion and we are committed to keeping noninterest expense below $1.6 billion in 2016.

•	Achieve annual gross pretax cost savings of $120 million from operational expense initiatives by fiscal year 2017, which include overhauling technology, consolidating legal charters, and improving operating efficiency across the Company. At year-end 2015 we had achieved more than 50% of the $120 million of cost savings.

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•	We reduced risk by selling the remaining non-core securities CDO portfolio, which is expected to improve the Company’s results under stressful economic conditions.

•	We improved our earning asset mix with the purchase of HQLA securities of $4.8 billion while maintaining asset sensitivity. This boosted current earnings significantly as compared to the alternative of holding the deposits in cash. This action also should improve the Company’s revenue stability under stressful economic conditions.

•	We reduced long term debt by $275 million, or 25%, which reduced interest expense, and tendered $176 million of preferred stock which improved net earnings to common shareholders.

•	We actively managed oil and gas-related credit exposure, resulting in a reduction of approximately $1 billion, or 17%, during 2015.

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Loan growth – Loans increased on a net basis by $586 million, or 1.5%, compared to December 31, 2014, including increases of $387 million in CRE term loans and $181 million in 1-4 family residential loans. We continued to manage the concentration of construction and land development loans, which declined by $144 million during 2015. We also continued to experience runoff and attrition in our National Real Estate group

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•	Net Interest Margin (“NIM”) – Our NIM declined to 3.19% in 2015 from 3.26% in 2014, which was primarily due to a reduction in FDIC-supported loan income as that portfolio continues to wind down, competitive pricing pressure, and improvement in the underlying quality of our borrowers’ financial condition. Nevertheless, our NIM continued to remain reasonably strong relative to other peer banks.

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Energy credit quality – The overall credit quality of our loan portfolio remained strong, but, as expected, the credit quality of our oil and gas-related portfolio deteriorated. At December 31, 2015, approximately $66.2 million, or 2.5%, of the oil and gas-related loan balances were nonaccruing, compared to approximately $16.6 million, or 0.5% at December 31, 2014. As part of our risk management efforts, we reduced our total oil and gas-related credit exposure to $4.8 billion, a reduction of approximately $1 billion, or 17%, during 2015.

•	Stabilize and improve NIM by continuing to incrementally deploy the Company’s excess cash into higher-yielding, short-to-medium duration HQLA, which was begun in the latter half of 2014.

•	Act on our commitment to achieve an efficiency ratio of less than 66% and hold adjusted noninterest expense below $1.6 billion in 2016 through expense management discipline.

•	Focus on revenue growth opportunities by continuing to:

◦	emphasize loan growth, particularly through continued strong business lending and additional growth in residential mortgage lending; and

◦	further increase fee income.

•	Reduce the percentage of preferred equity and possibly further reduce debt;

•	Increase the return on- and of-capital to shareholders.

•	Maintain strong levels of asset quality. We expect oil and gas loans to experience some further deterioration, although losses are currently expected to be manageable; however, we expect credit quality metrics in other segments of the loan portfolio to remain relatively stable.

•	Accelerate positive operating leverage from:

◦	further investment and implementation in previously announced major upgrades to the Company’s systems; and

◦	streamlining and simplifying operations as a result of the efficiency initiatives and charter consolidation.

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•	increased loan balances, primarily at CB&T, NBAZ, and Vectra;

•	improvements in credit quality, which, with the exception of oil and gas-related exposures, resulted in reductions of the ALLL; and

•	increased growth in customer deposit balances, primarily at CB&T, NSB and Vectra.

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1	Includes primarily utilities, power, and renewable energy.

2	No other industry group exceeds 3%.

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1	Because many borrowers operate in multiple businesses, judgment has been applied in characterizing a borrower as oil and gas-related, including a particular segment of oil and gas-related activity, e.g., upstream or downstream.

2	Calculated as the ratio of annualized net charge-offs from the fourth quarters of 2015 and 2014, respectively, to loan balances at period end 2015 and 2014, respectively.

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1	No other geography exceeds $101 million for all three loan types.

2	Delinquency rates include nonaccrual loans.

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1	Includes loans held for sale.

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1	Assumes rates cannot go below zero in the negative rate shift.

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1	Assumes rates cannot go below zero in the negative rate shift.

1	Assumes rates cannot go below zero in the negative rate shift.

1	Assumes rates cannot go below zero in the negative rate shift.

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1	Indeterminable maturity deposits include noninterest-bearing demand, savings and money market, and non-time foreign.

2	Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. They have therefore been considered due on demand, maturing in one year or less.

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•	Setting overall capital targets within the Board-approved capital policy, monitoring performance compared to the Company’s Capital Policy limits, and recommending changes to capital including dividends, common stock repurchases, subordinated debt, and changes in major strategies to maintain the Company and its subsidiary bank at well-capitalized levels;

•	Maintaining an adequate capital cushion to withstand adverse stress events while continuing to meet the lending needs of its customers, and to provide reasonable assurance of continued access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders; and

•	Reviewing agency ratings of the Parent and ZB, N.A., and establishing target ratings.

•	Maintain sufficient capital to support current needs;

•	Maintain an adequate capital cushion to withstand future adverse stress events while continuing to meet borrowing needs of its customers; and

•	Meet fiduciary responsibilities to depositors and bondholders while managing capital distributions to shareholders through dividends and repurchases of common stock so as to be consistent with Federal Reserve guidelines SR 09-04 and 12 U.S.C §§ 56 and 60.

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1	Basel III capital ratios became effective January 1, 2015 and are based upon a 2015 phase-in.

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•	selection of comparable publicly traded companies based on location, size, and business focus and composition;

•	selection of market comparable acquisition transactions based on location, size, business focus and composition, and date of the transaction;

•	the discount rate, which is based on Zions’ estimate of its cost of capital, applied to future cash flows;

•	the projections of future earnings and cash flows of the reporting unit;

•	the relative weight given to the valuations derived by the three methods described; and

•	the control premium associated with reporting units.

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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2.	RECENT ACCOUNTING PRONOUNCEMENTS

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3.	SUPPLEMENTAL CASH FLOW INFORMATION

4.	OFFSETTING ASSETS AND LIABILITIES

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5.	INVESTMENTS

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1	The gross unrealized losses recognized in OCI on HTM securities resulted from a previous transfer of AFS securities to HTM and from OTTI.

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1	Relates to securities not previously impaired.

2	Relates to additional impairment on securities previously impaired.

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6.	LOANS AND ALLOWANCE FOR CREDIT LOSSES

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•	Asset quality trends

•	Risk management and loan administration practices

•	Risk identification practices

•	Effect of changes in the nature and volume of the portfolio

•	Existence and effect of any portfolio concentrations

•	National economic and business conditions

•	Regional and local economic and business conditions

•	Data availability and applicability

•	Effects of other external factors

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1	Represents nonaccrual loans not past due more than 30 days; however, full payment of principal and interest is still not expected.

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1	Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.

2	Includes TDRs that resulted from a combination of any of the previous modification types.

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1	Calculated based on the difference between the modified rate and the premodified rate applied to the recorded investment.

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7.	DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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1	Amounts recognized in OCI and reclassified from AOCI represent the effective portion of the derivative gain (loss).

2	Amounts include both the customer swaps and the offsetting derivative contracts.

3	Amounts of $9.0 million for 2015 and $2.6 million for 2014 are the amounts of reclassification to earnings presented in the tabular changes of AOCI in Note 13.

8.	PREMISES AND EQUIPMENT

9.	GOODWILL AND OTHER INTANGIBLE ASSETS

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10.	DEPOSITS

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11.	SHORT-TERM BORROWINGS

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12.	LONG-TERM DEBT

1	Designation of “3mL” is three-month LIBOR; effective interest rate at the beginning of the accrual period commencing on or before December 31, 2015 is shown in parenthesis.

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13.	SHAREHOLDERS’ EQUITY

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1	Negative reclassification amounts indicate decreases to earnings in the statement of income and increases to balance sheet assets. The opposite applies to positive reclassification amounts.

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14.	INCOME TAXES

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15.	NET EARNINGS PER COMMON SHARE

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16.	SHARE-BASED COMPENSATION

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1	The weighted average remaining contractual life excludes 21,252 stock options without a fixed expiration date that were assumed with the Amegy acquisition. They expire between the date of termination and one year from the date of termination, depending upon certain circumstances.

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17.	COMMITMENTS, GUARANTEES, CONTINGENT LIABILITIES, AND RELATED PARTIES

1	Net of participations.

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a class action case, Reyes v. Zions First National Bank, et. al., which was brought in the United States District Court for the Eastern District of Pennsylvania in early 2010. This case relates to our banking relationships with customers that allegedly engaged in wrongful telemarketing practices. The plaintiff is seeking a trebled monetary award under the federal RICO Act. In the third quarter of 2013, the District Court denied the plaintiff’s motion for class certification in the Reyes case. The plaintiff appealed the District Court decision to the Third Circuit Court of Appeals. In the third quarter of 2015, the Third Circuit vacated the District Court’s decision denying class certification and remanded the matter to the District Court with instructions to reconsider the class certification determination in light of particular standards articulated by the Third Circuit in its opinion. Following the Third Circuit’s decision, the parties participated in mediation sessions in the fourth quarter of 2015 and the first quarter of 2016. We do not know whether these discussions will result in a settlement.

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a governmental inquiry into possible money laundering activities of one of our bank customers and our anti-money laundering practices relating to that customer (conducted by the United States Attorney’s Office for the Southern District of New York). Our first contact with the United States Attorney’s Office relating to this matter occurred in early 2012. We are unclear about the status of this inquiry.

•	a governmental inquiry into our payment processing practices relating primarily to certain allegedly fraudulent telemarketers and other customer types (conducted by the Department of Justice). Similar inquiries directed towards banks unrelated to us have resulted in a number of enforcement actions. Our first contact with the

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a civil suit, Liu Aifang, et al. v. Velocity VIII, et al., brought against us in the United States District Court for the Central District of California in April 2015. The case relates to our banking relationships with customers who were approved promoters of an EB-5 Visa Immigrant Investment Program that allegedly misappropriated investors’ funds. On September 30, 2015, the Court granted in part and denied in part our Motion to Dismiss Plaintiffs’ claims.  The Plaintiffs’ remaining claims assert negligence and that the bank aided and abetted the promoter customers’ conversion of the investors’ funds deposited with us. Discovery is ongoing and trial is scheduled for June 2016.

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18.	REGULATORY MATTERS

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1	There is no Tier 1 leverage ratio component in the definition of a well-capitalized bank holding company.

1	There is no Tier 1 leverage ratio component in the definition of a well-capitalized bank holding company.

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19.	RETIREMENT PLANS

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1	As previously discussed, the pension plan became fully frozen effective July 1, 2013 by a plan amendment that eliminated the remaining grandfather provisions. This action eliminated the need to continue using the rate of compensation increase assumption as of December 31, 2013.

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20.	FAIR VALUE

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1	Real Estate Investment Trust

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21.	OPERATING SEGMENT INFORMATION

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22.	QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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23.	PARENT COMPANY FINANCIAL INFORMATION

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

ITEM 9B.	OTHER INFORMATION

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11.	EXECUTIVE COMPENSATION

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

1

Column (a) excludes 59,370 shares of unvested restricted stock, 1,798,543 restricted stock units (each unit representing the right to one share of common stock), and 3,062,644 shares of common stock issuable upon the exercise of stock options, with a weighted average exercise price of $27.06, granted under the prior plan. The schedule also excludes 21,252 shares of common stock issuable upon the exercise of stock options, with a weighted average exercise price of $5.02, granted under plans assumed in mergers that are outstanding.

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ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	(1)    Financial statements – The following consolidated financial statements of Zions Bancorporation and subsidiaries are filed as part of this Form10-K under Item 8, Financial Statements and Supplementary Data:

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