8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

January 27, 2004 (January 27, 2004)

Date of Report (Date of earliest event reported)

Zions Bancorporation

(Exact name of registrant as specified in its charter)

Utah	0-2610	87-0227400
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ONE SOUTH MAIN, SUITE 1134 SALT LAKE CITY, UTAH	84111
(Address of principal executive offices)	(Zip Code)

(801) 524-4787

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit 99.1    Press Release Dated January 27, 2004

ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 27, 2004, Zions Bancorporation (the “Company”) announced its financial results for the quarter ended December 31, 2003. The press release announcing the financial results for the quarter ended December 31, 2003 is furnished as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 12 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

2

S I G N A T U R E

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 hereunto duly authorized.

Date:  January 27, 2004	ZIONS BANCORPORATION
	/s/ DOYLE L. ARNOLD
	Name:	Doyle L. Arnold
	Title:	Executive Vice President and Chief Financial Officer

3

EX-99.1

EXHIBIT 99.1

***FOR IMMEDIATE RELEASE***

For: ZIONS BANCORPORATION	Contact: Clark Hinckley
One South Main Street, Suite 1134	Tel: (801) 524-4787
Salt Lake City, Utah	January 27, 2004
Harris H. Simmons
Chairman/Chief Executive Officer

ZIONS BANCORPORATION REPORTS 2003 FOURTH

QUARTER RECORD EARNINGS OF $1.05 PER DILUTED SHARE

SALT LAKE CITY, January 27, 2004 – Zions Bancorporation (“Zions” or “the Company”) (Nasdaq: ZION) today reported fourth-quarter net income of $95.6 million, or $1.05 per diluted share. Net income and earnings per share increased 9.3% and 9.4%, respectively, over the $87.5 million and $0.96 per share earned for the fourth quarter of 2002.

“We are pleased to report record earnings for the quarter,” stated Harris H. Simmons, chairman and chief executive officer. “While growth has been challenging in the difficult economic environment of 2003, we saw significant loan growth in Arizona and Nevada during the past quarter and see evidence of improving economic conditions throughout our footprint. Overall,” added Simmons, “this has been a very productive year for Zions. We have strengthened the balance sheet, improved the expense structure, brought greater focus to the franchise, seen improvement in credit quality, and continued to grow the core banking business.”

For the year 2003, net income was $337.8 million or $3.72 per diluted share, compared with $256.3 million or $2.78 per diluted share for 2002. Income from continuing operations for 2003 was $339.6 million, an increase of 7.1% from $317.1 million for 2002. Income from continuing operations was $3.74 per diluted share for 2003 compared with $3.44 for 2002. The return on average common equity was 15.05% for the fourth quarter, and for the year 2003 was 13.69%, up from 10.95% in 2002.

Results in both 2003 and 2002 were impacted by goodwill impairment charges resulting from the adoption and application of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, as well as gains on sales of marketable equity securities, losses related to venture investments, restructuring charges, and other items previously highlighted in earnings press releases for the quarters in which they occurred.

Loan and Deposit Growth

Loan growth for the fourth quarter continued at the modest levels that were experienced throughout the year, reflecting an improving but still soft economy in Zions’ primary markets. Strong loan growth in Arizona and Nevada was offset by weakness in California and Colorado. Loan balances for 2004 will be affected by the previously discussed sale of certain branches in Colorado (expected to close in the first or second quarter of 2004). On-balance-sheet loans and leases were $19.9 billion at December 31, 2003,

-more-

ZIONS BANCORPORATION

Press Release – Page 2

January 27, 2004

an increase of 4.6% over December 31, 2002. On-balance-sheet loans and leases and sold loans being serviced were $22.7 billion at December 31, 2003, an increase of 5.5% from December 31, 2002 and 6.7% annualized from the September 30, 2003 amount.

Total deposits at December 31, 2003 were $20.9 billion, an increase of 3.8% over year-end 2002 and essentially the same as the balances reported at September 30, 2003. However, core deposits increased at an annualized rate of 2.5% in the fourth quarter.

Net Interest Income

For the quarter, taxable-equivalent net interest income increased 7.5% to $283.9 million compared with $264.2 million for the fourth quarter of 2002. Net interest margin for the fourth quarter was 4.39%, unchanged from 4.39% for the third quarter of 2003 and slightly lower than 4.41% for the fourth quarter of 2002. The Company continues to believe that it is likely to face continued downward pressure on margins in coming quarters if the present interest rate environment persists.

Noninterest Income

For the fourth quarter of 2003, noninterest income decreased $3.8 million or 3.6% to $102.8 million compared to $106.6 million in the fourth quarter of 2002. The largest contributors to this decrease were loan sales and servicing income and market making, trading and nonhedge derivative income. Loan sales and servicing income included no gains on sale from new securitizations in the fourth quarter. In addition, mortgage originations and associated income were lower. Trading income was negatively impacted by approximately $2 million due to a decline in the average spread per trade.

Noninterest Expense

Noninterest expense for the fourth quarter of 2003 was $218.0 million, compared with $218.8 million for the same period in 2002. The Company’s efficiency ratio for 2003 was 55.65% compared with 63.40% for 2002, reflecting management’s continuing efforts to identify opportunities for operating efficiencies and cost control. However, the Company believes that the 56.38% efficiency ratio during the fourth quarter is more indicative of the current run rate than the 55.65% for the full year. The full year number was favorably impacted by large equity gains in the third quarter.

Asset Quality

As of December 31, 2003, the ratio of nonperforming loans and other real estate to total loans was 0.49%, the lowest since year-end 2000, compared to 0.56% at September 30, 2003 and 0.61% at December 31, 2002. Net loan and lease losses for the fourth quarter of 2003 were $16.6 million or an annualized 0.34% of total average loans, compared with $18.4 million and 0.38% for the third quarter of 2003 and $12.5 million and 0.27% for the fourth quarter of 2002.

-more-

ZIONS BANCORPORATION

Press Release – Page 3

January 27, 2004

Provision for Loan Losses

For the fourth quarter of 2003, the provision for loan losses was $16.0 million compared with $18.3 million and $15.8 million in the third quarter of 2003 and fourth quarter of 2002, respectively. The provision for loan losses is the amount of expense that, based on management’s judgment, is required to maintain the allowance for loan losses at an adequate level. In determining an adequate level for the allowance, management performs periodic evaluations of the Company’s various portfolios, the levels of actual loan losses, and statistical trends and other economic factors.

Capital Management

During the fourth quarter of 2003, Zions repurchased 505,470 shares of its common stock at an average price of $61.56 per share. For 2003, stock repurchases aggregated 2,083,101 shares at an average price of $51.29 per share. As of December 31, 2003, the Company had $20.4 million remaining in its currently authorized share repurchase program. As previously released, the Company has declared a quarterly dividend of $0.30 per share payable on February 25, 2004 to shareholders of record on February 11, 2004. In addition, on January 16, 2004, the Board of Directors authorized $50 million for share repurchases, superseding the balance remaining under the prior authorization.

Weighted average common and common equivalent shares outstanding for the fourth quarter of 2003 were 91,407,363 shares compared with 90,810,743 for the third quarter of 2003 and 91,073,433 for the fourth quarter of 2002. Weighted average shares increased by 596,620 shares during the fourth quarter because share repurchases were more than offset by shares issued as a result of option exercises and the impact of a higher average stock price in the calculation of fully diluted shares.

The Company’s tangible common equity ratio was 6.53% at December 31, 2003 compared to 6.55% at September 30, 2003 and 6.06% at December 31, 2002.

Conference Call

Zions will host a conference call to discuss these fourth quarter results at 5:30 p.m. ET this afternoon (January 27, 2004). Media representatives, analysts and the public are invited to listen to this discussion by calling 1-800-901-5213, or via on-demand webcast. A link to the webcast is available on the Zions Bancorporation Web site at www.zionsbancorporation.com. A replay of the call will be available through February 10, 2004.

About Zions Bancorporation

Zions Bancorporation is one of the nation’s premier financial services companies, consisting of a collection of great banks in select high growth markets. Under local management teams and community identities, Zions operates over 400 full-service banking offices in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Utah and Washington. In addition, Zions is a national leader in SBA lending, public finance advisory services, agricultural finance and electronic bond trading. The Company is included in the S&P 500 Index. Investor information and links to subsidiary banks can be accessed at www.zionsbancorporation.com.

-more-

ZIONS BANCORPORATION

Press Release – Page 4

January 27, 2004

Forward-Looking Information

This news release contains sections regarding the projected performance of Zions and its subsidiaries. These statements constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act. Actual results of achievements may differ materially from the projections provided in this release since such projections involve significant known and unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to: competitive pressures among financial institutions increasing significantly; economic conditions, either nationally or locally, in areas in which the Company conducts operations being less favorable that expected; and legislation or regulatory changes which adversely affect the ability of the combined Company to conduct business combinations or new operations. The Company disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 5

FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands, except per share and ratio data)	Three Months Ended December 31,					Years Ended December 31,
	2003		2002		% Change	2003		2002		% Change
EARNINGS
Taxable-equivalent net interest income	$	283,866	$	264,187	7.45 %	$	1,118,416	$	1,056,434	5.87 %
Net interest income		278,254		258,582	7.61 %		1,095,494		1,035,142	5.83 %
Noninterest income		102,753		106,568	(3.58)%		490,095		376,814	30.06 %
Provision for loan losses		15,980		15,775	1.30 %		69,940		71,879	(2.70)%
Noninterest expense		217,967		218,808	(0.38)%		893,862		858,928	4.07 %
Impairment loss on goodwill		—		—			75,628		—
Income before income taxes and minority interest		147,060		130,567	12.63 %		546,159		481,149	13.51 %
Income taxes		51,890		46,958	10.50 %		213,751		167,702	27.46 %
Minority interest		(440)		(449)	(2.00)%		(7,185)		(3,660)	96.31 %
Income from continuing operations		95,610		84,058	13.74 %		339,593		317,107	7.09 %
Income (loss) on discontinued operations		—		3,437	(100.00)%		(1,770)		(28,460)	93.78 %
Cumulative effect of change in accounting principle		—		—			—		(32,369)	100.00 %
Net income		95,610		87,495	9.27 %		337,823		256,278	31.82 %
PER COMMON SHARE
Net income (diluted)		1.05		0.96	9.38 %		3.72		2.78	33.81 %
Income from continuing operations (diluted)		1.05		0.92	14.13 %		3.74		3.44	8.72 %
Income (loss) on discontinued operations (diluted)		—		0.04	(100.00)%		(0.02)		(0.31)	93.55 %
Dividends		0.30		0.20	50.00 %		1.02		0.80	27.50 %
Book value							28.27		26.17	8.02 %
SELECTED RATIOS
Return on average assets		1.32 %		1.29 %			1.20 %		0.97 %
Return on average common equity		15.05 %		14.64 %			13.69 %		10.95 %
Efficiency ratio		56.38 %		60.03 %			55.65 %		63.40 %
Net interest margin		4.39 %		4.41 %			4.45 %		4.56 %

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 6

FINANCIAL HIGHLIGHTS (Continued)

(Unaudited)

(In thousands, except share and ratio data)	Three Months Ended December 31,					Years Ended December 31,
	2003		2002		% Change	2003		2002		% Change
AVERAGE BALANCES
Total assets	$	28,761,614	$	26,933,868	6.79 %	$	28,203,544	$	26,296,521	7.25 %
Securities		4,858,930		3,686,626	31.80 %		4,447,008		3,862,703	15.13 %
Net loans and leases		19,539,294		18,378,151	6.32 %		19,324,633		18,113,979	6.68 %
Goodwill		654,151		732,292	(10.67)%		710,709		743,957	(4.47)%
Core deposit and other intangibles		72,499		86,368	(16.06)%		77,472		98,478	(21.33)%
Total deposits		20,782,912		19,637,467	5.83 %		20,253,236		18,601,496	8.88 %
Core deposits (1)		19,521,067		18,218,068	7.15 %		18,963,302		17,114,794	10.80 %
Minority interest		20,297		22,276	(8.88)%		21,790		21,116	3.19 %
Shareholders’ equity		2,520,280		2,371,372	6.28 %		2,468,176		2,341,443	5.41 %
Weighted average common and common-equivalent shares outstanding		91,407,363		91,073,433	0.37 %		90,734,500		92,079,311	(1.46)%
AT PERIOD END
Total assets						$	28,558,238	$	26,565,689	7.50 %
Securities							4,818,017		3,635,951	32.51 %
Net loans and leases							19,920,361		19,039,843	4.62 %
Sold loans being serviced (2)							2,782,175		2,476,490	12.34 %
Allowance for loan losses							268,506		279,593	(3.97)%
Goodwill							654,152		730,031	(10.39)%
Core deposit and other intangibles							68,747		82,920	(17.09)%
Total deposits							20,896,695		20,131,980	3.80 %
Core deposits (1)							19,669,582		18,729,791	5.02 %
Minority interest							19,776		22,677	(12.79)%
Shareholders’ equity							2,540,023		2,373,843	7.00 %
Common shares outstanding							89,840,638		90,717,692	(0.97)%
Average equity to average assets		8.76 %		8.80 %			8.75 %		8.90 %
Common dividend payout		28.24 %		20.79 %			27.20 %		28.58 %
Nonperforming assets							97,964		115,730	(15.35)%
Loans past due 90 days or more							24,231		37,408	(35.23)%
Nonperforming assets to net loans and leases, other real estate owned and other nonperforming assets at period end							0.49 %		0.61 %

(1) Amount consists of total deposits excluding time deposits $100,000 and over.

(2) Amount represents the outstanding balance of loans sold and being serviced by the Company, excluding conforming first mortgage residential real estate loans.

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 7

FINANCIAL HIGHLIGHTS (Continued)

(Unaudited)

	Three Months Ended
	December 31,		September 30,		June 30,		March 31,		December 31,
(In thousands, except per share and ratio data)	2003								2002
EARNINGS
Taxable-equivalent net interest income	$	283,866	$	282,776	$	279,794	$	271,980	$	264,187
Net interest income		278,254		277,079		273,953		266,208		258,582
Noninterest income		102,753		190,176		100,805		96,361		106,568
Provision for loan losses		15,980		18,260		18,150		17,550		15,775
Noninterest expense		217,967		245,506		216,403		213,986		218,808
Impairment loss on goodwill		—		75,628		—		—		—
Income before income taxes and minority interest		147,060		127,861		140,205		131,033		130,567
Income taxes		51,890		66,511		48,956		46,394		46,958
Minority interest		(440)		(2,849)		(1,159)		(2,737)		(449)
Income from continuing operations		95,610		64,199		92,408		87,376		84,058
Income (loss) on discontinued operations		—		(2,115)		17		328		3,437
Net income		95,610		62,084		92,425		87,704		87,495
PER COMMON SHARE
Net income (diluted)		1.05		0.68		1.02		0.97		0.96
Income from continuing operations (diluted)		1.05		0.71		1.02		0.96		0.92
Income (loss) on discontinued operations (diluted)		—		(0.03)		—		0.01		0.04
Dividends		0.30		0.30		0.21		0.21		0.20
Book value		28.27		27.66		27.63		26.74		26.17
SELECTED RATIOS
Return on average assets		1.32 %		0.86 %		1.32 %		1.30 %		1.29 %
Return on average common equity		15.05 %		9.89 %		15.07 %		14.81 %		14.64 %
Efficiency ratio		56.38 %		52.08 %		56.96 %		58.11 %		60.03 %
Net interest margin		4.39 %		4.39 %		4.50 %		4.54 %		4.41 %

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 8

FINANCIAL HIGHLIGHTS (Continued)

(Unaudited)

	Three Months Ended
(In thousands, except share and ratio data)	December 31,		September 30,		June 30,		March 31,		December 31,
	2003								2002
AVERAGE BALANCES
Total assets	$	28,761,614	$	28,696,504	$	28,021,084	$	27,313,646	$	26,933,868
Securities		4,858,930		4,644,337		4,360,357		3,911,833		3,686,626
Net loans and leases		19,539,294		19,577,780		19,207,484		18,964,880		18,378,151
Goodwill		654,151		729,149		730,067		730,101		732,292
Core deposit and other intangibles		72,499		76,457		79,314		81,731		86,368
Total deposits		20,782,912		20,425,204		19,874,701		19,918,741		19,637,467
Core deposits (1)		19,521,067		19,129,253		18,594,105		18,596,803		18,218,068
Minority interest		20,297		20,930		22,991		22,981		22,276
Shareholders’ equity		2,520,280		2,489,613		2,459,145		2,402,132		2,371,372
Weighted average common and common- equivalent shares outstanding		91,407,363		90,810,743		90,586,065		90,647,613		91,073,433
AT PERIOD END
Total assets	$	28,558,238	$	27,604,188	$	27,805,628	$	27,208,734	$	26,565,689
Securities		4,818,017		4,339,956		4,228,260		3,664,417		3,635,951
Net loans and leases		19,920,361		19,434,101		19,439,822		19,130,918		19,039,843
Sold loans being serviced (2)		2,782,175		2,894,638		2,367,751		2,401,930		2,476,490
Allowance for loan losses		268,506		281,311		281,486		280,533		279,593
Goodwill		654,152		654,161		730,069		730,069		730,031
Core deposit and other intangibles		68,747		72,265		75,817		79,368		82,920
Total deposits		20,896,695		20,874,124		20,625,170		20,801,005		20,131,980
Core deposits (1)		19,669,582		19,546,495		19,322,067		19,486,785		18,729,791
Minority interest		19,776		20,216		22,995		23,285		22,677
Shareholders’ equity		2,540,023		2,485,971		2,479,421		2,412,504		2,373,843
Common shares outstanding		89,840,638		89,864,022		89,724,846		90,215,449		90,717,692
Average equity to average assets		8.76 %		8.68 %		8.78 %		8.79 %		8.80 %
Common dividend payout		28.24 %		43.39 %		20.47 %		21.70 %		20.79 %
Nonperforming assets		97,964		109,566		119,371		107,381		115,730
Loans past due 90 days or more		24,231		36,752		35,055		49,806		37,408
Nonperforming assets to net loans and leases, other real estate owned and other nonperforming assets at period end		0.49 %		0.56 %		0.61 %		0.56 %		0.61 %

(1) Amount consists of total deposits excluding time deposits $100,000 and over.

(2) Amount represents the outstanding balance of loans sold and being serviced by the Company, excluding conforming first mortgage residential real estate loans.

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 9

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)	December 31, 2003		September 30, 2003		December 31, 2002
	(Unaudited)		(Unaudited)
ASSETS
Cash and due from banks	$	1,119,351	$	1,168,611	$	1,087,296
Money market investments:
Interest-bearing deposits		884		618		1,690
Federal funds sold		54,850		9,349		96,077
Security resell agreements		512,960		479,465		444,995
Investment securities:
Available for sale, at market		4,437,793		3,946,261		3,304,341
Trading account, at market (includes $211,943, $108,772, and $110,886 transferred as collateral under repurchase agreements)		380,224		393,695		331,610
		4,818,017		4,339,956		3,635,951
Loans:
Loans held for sale		176,886		216,026		289,499
Loans, leases and other receivables		19,839,755		19,313,092		18,843,006
		20,016,641		19,529,118		19,132,505
Less:
Unearned income and fees, net of related costs		96,280		95,017		92,662
Allowance for loan losses		268,506		281,311		279,593
Net loans		19,651,855		19,152,790		18,760,250
Other noninterest bearing investments		584,377		573,726		601,641
Premises and equipment, net		407,825		403,090		393,630
Goodwill		654,152		654,161		730,031
Core deposit and other intangibles		68,747		72,265		82,920
Other real estate owned		18,596		27,424		31,608
Other assets		666,624		722,733		699,600
	$	28,558,238	$	27,604,188	$	26,565,689
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	5,882,929	$	5,726,664	$	5,117,458
Interest-bearing:
Savings and money market		12,044,499		12,065,766		11,654,258
Time under $100,000		1,507,628		1,553,127		1,766,844
Time $100,000 and over		1,227,113		1,327,629		1,402,189
Foreign		234,526		200,938		191,231
		20,896,695		20,874,124		20,131,980
Securities sold, not yet purchased		263,379		262,439		203,838
Federal funds purchased		1,370,619		904,839		819,807
Security repurchase agreements		841,170		690,910		861,177
Accrued liabilities		442,020		474,665		535,044
Commercial paper		126,144		109,771		291,566
Federal Home Loan Bank advances and other borrowings:
One year or less		215,354		15,790		15,554
Over one year		231,440		233,027		240,698
Long-term debt		1,611,618		1,532,436		1,069,505
Total liabilities		25,998,439		25,098,001		24,169,169
Minority interest		19,776		20,216		22,677
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 89,840,638, 89,864,022, and 90,717,692 shares		985,904		991,866		1,034,888
Retained earnings		1,538,677		1,470,063		1,292,741
Accumulated other comprehensive income		19,041		27,028		46,214
Shares held in trust for deferred compensation, at cost		(3,599)		(2,986)		—
Total shareholders’ equity		2,540,023		2,485,971		2,373,843
	$	28,558,238	$	27,604,188	$	26,565,689

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 10

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended December 31,				Years Ended December 31,
(In thousands, except per share amounts)	2003		2002		2003		2002
Interest income:
Interest and fees on loans	$	289,555	$	300,737	$	1,178,767	$	1,227,358
Interest on loans held for sale		1,545		2,708		8,280		9,437
Lease financing		4,368		4,641		18,893		20,589
Interest on money market investments		2,701		6,222		13,011		18,625
Interest on securities:
Held to maturity—taxable		—		—		—		2,292
Available for sale—taxable		35,000		28,825		126,592		128,622
Available for sale—nontaxable		7,286		7,066		29,205		26,889
Trading account		6,605		5,428		24,640		22,107
Total interest income		347,060		355,627		1,399,388		1,455,919
Interest expense:
Interest on savings and money market deposits		25,530		40,163		111,616		164,594
Interest on time and foreign deposits		15,245		24,523		71,875		114,128
Interest on borrowed funds		28,031		32,359		120,403		142,055
Total interest expense		68,806		97,045		303,894		420,777
Net interest income		278,254		258,582		1,095,494		1,035,142
Provision for loan losses		15,980		15,775		69,940		71,879
Net interest income after provision for loan losses		262,274		242,807		1,025,554		963,263
Noninterest income:
Service charges and fees on deposit accounts		32,580		30,840		129,846		118,994
Loan sales and servicing income		20,283		24,087		85,081		70,153
Other service charges, commissions and fees		22,244		20,346		88,919		81,175
Trust and investment management income		5,516		4,454		21,057		18,479
Income from securities conduit		8,145		6,467		29,421		20,317
Dividends and other investment income		7,672		8,866		28,508		35,469
Market making, trading and nonhedge derivative income		4,386		7,701		29,358		39,029
Equity securities gains (losses), net		(1,254)		(48)		63,807		(25,316)
Fixed income securities gains (losses), net		529		(29)		(17)		358
Other		2,652		3,884		14,115		18,156
Total noninterest income		102,753		106,568		490,095		376,814
Noninterest expense:
Salaries and employee benefits		122,725		119,320		491,563		478,028
Occupancy, net		17,987		17,464		70,986		68,627
Furniture and equipment		17,166		15,667		65,462		63,429
Legal and professional services		8,062		7,464		26,039		25,347
Postage and supplies		6,143		7,121		25,805		27,582
Advertising		5,103		4,644		18,212		20,577
Restructuring charges		—		658		1,872		3,349
Amortization of core deposit and other intangibles		3,519		3,371		14,190		13,379
Debt extinguishment cost		—		—		24,210		—
Impairment losses on long-lived assets		118		965		2,652		4,942
Other		37,144		42,134		152,871		153,668
Total noninterest expense		217,967		218,808		893,862		858,928
Impairment loss on goodwill		—		—		75,628		—
Income from continuing operations before income taxes and minority interest		147,060		130,567		546,159		481,149
Income taxes		51,890		46,958		213,751		167,702
Minority interest		(440)		(449)		(7,185)		(3,660)
Income from continuing operations		95,610		84,058		339,593		317,107

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 11

CONSOLIDATED STATEMENTS OF INCOME (Continued)

(Unaudited)

	Three Months Ended December 31,				Years Ended December 31,
(In thousands, except per share amounts)	2003		2002		2003		2002
Discontinued operations:
Loss from operations of discontinued subsidiaries	$	—	$	(3,179)	$	(466)	$	(18,304)
Impairment losses and loss on sale		—		—		(2,407)		(28,691)
Income tax benefit		—		(6,616)		(1,103)		(18,535)
Income (loss) on discontinued operations		—		3,437		(1,770)		(28,460)
Income before cumulative effect of change in accounting principle		95,610		87,495		337,823		288,647
Cumulative effect of change in accounting principle, net of tax		—		—		—		(32,369)
Net income	$	95,610	$	87,495	$	337,823	$	256,278
Weighted average shares outstanding during the period:
Basic shares		89,913		90,943		90,048		91,566
Diluted shares		91,407		91,073		90,734		92,079
Net income per common share:
Basic:
Income from continuing operations	$	1.06	$	0.92	$	3.77	$	3.46
Income (loss) on discontinued operations		—		0.04		(0.02)		(0.31)
Cumulative effect of change in accounting principle		—		—		—		(0.35)
Net income	$	1.06	$	0.96	$	3.75	$	2.80
Diluted:
Income from continuing operations	$	1.05	$	0.92	$	3.74	$	3.44
Income (loss) on discontinued operations		—		0.04		(0.02)		(0.31)
Cumulative effect of change in accounting principle		—		—		—		(0.35)
Net income	$	1.05	$	0.96	$	3.72	$	2.78

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 12

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

    AND COMPREHENSIVE INCOME

(Unaudited)

	Year Ended December 31, 2003
					Accumulated Other Comprehensive Income (Loss)
(In thousands)	Common Stock		Retained Earnings		Net Unrealized Gains (Losses) on Investments and Retained Interests		Net Unrealized Gains (Losses) on Derivative Instruments		Minimum Pension Liability		Subtotal		Shares Held in Trust for Deferred Compensation		Total Shareholders’ Equity
Balance, January 1, 2003	$	1,034,888	$	1,292,741	$	44,151	$	25,420	$	(23,357)	$	46,214	$	—	$	2,373,843
Comprehensive income:
Net income				337,823												337,823
Other comprehensive income, net of tax:
Net realized and unrealized holding losses during the year, net of income tax benefit of $3,225						(5,207)						(5,207)
Reclassification for net realized gains recorded in operations, net of income tax expense of $9,248						(14,929)						(14,929)
Net unrealized losses on derivative instruments, net of reclassification to operations of $42,990 and income tax benefit of $9,312								(14,704)				(14,704)
Minimum pension liability, net of income tax expense of $4,965										7,667		7,667
Other comprehensive income (loss)						(20,136)		(14,704)		7,667		(27,173)				(27,173)
Total comprehensive income																310,650
Stock redeemed and retired		(106,844)														(106,844)
Stock options exercised, net of shares tendered and retired		57,860														57,860
Cash dividends—common, $1.02 per share				(91,887)												(91,887)
Cost of shares held in trust for deferred compensation														(3,599)		(3,599)
Balance, December 31, 2003	$	985,904	$	1,538,677	$	24,015	$	10,716	$	(15,690)	$	19,041	$	(3,599)	$	2,540,023
	Year Ended December 31, 2002
					Accumulated Other Comprehensive Income (Loss)
(In thousands)	Common Stock		Retained Earnings		Net Unrealized Gains (Losses) on Investments and Retained Interests		Net Unrealized Gains (Losses) on Derivative Instruments		Minimum Pension Liability		Subtotal		Shares Held in Trust for Deferred Compensation		Total Shareholders’ Equity
Balance, January 1, 2002	$	1,111,214	$	1,109,704	$	31,774	$	28,177			$	59,951	$	—	$	2,280,869
Comprehensive income:
Net income				256,278												256,278
Other comprehensive income, net of tax:
Net realized and unrealized holding losses during the year, net of income tax benefit of $1,880						(3,035)						(3,035)
Reclassification for net realized losses recorded in operations, net of income tax benefit of $9,546						15,412						15,412
Net unrealized losses on derivative instruments, net of reclassification to operations of $34,916 and income tax benefit of $1,708								(2,757)				(2,757)
Minimum pension liability, net of income tax benefit of $15,128									$	(23,357)		(23,357)
Other comprehensive income (loss)						12,377		(2,757)		(23,357)		(13,737)				(13,737)
Total comprehensive income																242,541
Stock redeemed and retired		(113,215)														(113,215)
Stock options exercised, net of shares tendered and retired		19,841														19,841
Issuance of common shares for acquisitions		17,048														17,048
Cash dividends—common, $.80 per share				(73,241)												(73,241)
Balance, December 31, 2002	$	1,034,888	$	1,292,741	$	44,151	$	25,420	$	(23,357)	$	46,214	$	—	$	2,373,843

Total comprehensive income for the three months ended December 31, 2003 and 2002 was $87,623 and $48,348, respectively.

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 13

SOLD LOANS BEING SERVICED

(Unaudited)

	Three Months Ended
(In thousands)	December 31, 2003		September 30, 2003		June 30, 2003		March 31, 2003		December 31, 2002
Balance at beginning of the period	$	2,894,638	$	2,367,751	$	2,401,930	$	2,476,490	$	3,012,780
Add:
New loans sold		107,373		715,534		142,666		98,091		137,507
Deduct:
Loans repurchased		—		—		—		—		(430,164)
Payments and other reductions		(219,836)		(188,647)		(176,845)		(172,651)		(243,633)
Balance at end of the period	$	2,782,175	$	2,894,638	$	2,367,751	$	2,401,930	$	2,476,490

NONPERFORMING ASSETS

(Unaudited)

(In thousands)	December 31, 2003		September 30, 2003		June 30, 2003		March 31, 2003		December 31, 2002
Nonaccrual loans	$	78,170	$	80,110	$	98,843	$	87,042	$	82,006
Restructured loans		1,198		2,032		2,523		2,108		2,116
Other real estate owned and other nonperforming assets		18,596		27,424		18,005		18,231		31,608
Total	$	97,964	$	109,566	$	119,371	$	107,381	$	115,730
% of net loans and leases*, other real estate owned and other nonperforming assets		0.49 %		0.56 %		0.61 %		0.56 %		0.61 %
Accruing loans past due 90 days or more	$	24,231	$	36,752	$	35,055	$	49,806	$	37,408
% of net loans and leases*		0.12 %		0.19 %		0.18 %		0.26 %		0.20 %
*  Includes loans held for sale.

ALLOWANCE FOR LOAN LOSSES

(Unaudited)

	Three Months Ended
(In thousands)	December 31, 2003		September 30, 2003		June 30, 2003		March 31, 2003		December 31, 2002
Balance at beginning of the period	$	281,311	$	281,486	$	280,533	$	279,593	$	265,406
Add:
Allowance for loan losses of companies acquired		—		—		—		—		1,010
Allowance for securitized loans repurchased		—		—		—		—		9,874
Provision for losses		15,980		18,260		18,150		17,550		15,775
Deduct:
Loan and lease charge-offs		(22,436)		(22,286)		(21,242)		(19,639)		(21,570)
Recoveries		5,866		3,851		4,045		3,029		9,098
Net loan and lease charge-offs		(16,570)		(18,435)		(17,197)		(16,610)		(12,472)
Reclassification of allowance for unfunded lending commitments		(12,215)		—		—		—		—
Balance at end of the period	$	268,506	$	281,311	$	281,486	$	280,533	$	279,593
Ratio of allowance for loan losses to net loans and leases outstanding at period end		1.35 %		1.45 %		1.45 %		1.47 %		1.47 %
Ratio of allowance for loan losses to nonperforming loans at period end		338.31 %		342.47 %		277.69 %		314.68 %		332.37 %

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 14

LOAN BALANCES BY PORTFOLIO TYPE

(Unaudited)

(In millions)	December 31, 2003		September 30, 2003		June 30, 2003		March 31, 2003		December 31, 2002
Loans held for sale	$	177	$	216	$	236	$	227	$	289
Commercial lending:
Commercial and industrial		4,111		4,102		4,071		4,052		4,124
Leasing		377		378		391		372		384
Owner occupied		3,295		3,062		3,353		3,182		3,018
Total commercial lending		7,783		7,542		7,815		7,606		7,526
Commercial real estate:
Construction		2,867		2,907		2,983		2,991		2,947
Term		3,426		3,316		3,326		3,293		3,175
Total commercial real estate		6,293		6,223		6,309		6,284		6,122
Consumer:
Home equity credit line		838		780		762		703		651
1-4 family residential		3,874		3,675		3,275		3,191		3,209
Bankcard and other revolving plans		198		188		186		182		205
Other		749		797		867		934		1,000
Total consumer		5,659		5,440		5,090		5,010		5,065
Foreign loans		15		15		17		20		5
Other receivables		90		93		67		75		126
Total loans	$	20,017	$	19,529	$	19,534	$	19,222	$	19,133

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 15

CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES

(Unaudited)

	Three Months Ended December 31, 2003					Three Months Ended December 31, 2002
(In thousands)	Average Balance		Amount of Interest (1)		Average Rate	Average Balance		Amount of Interest (1)		Average Rate
ASSETS
Money market investments	$	1,276,303	$	2,701	0.84%	$	1,726,978	$	6,222	1.43%
Securities:
Available for sale		4,112,031		46,209	4.46%		3,136,698		39,696	5.02%
Trading account		746,899		6,605	3.51%		549,928		5,428	3.92%
Total securities		4,858,930		52,814	4.31%		3,686,626		45,124	4.86%
Loans:
Loans held for sale		170,725		1,545	3.59%		264,333		2,708	4.06%
Net loans and leases (2)		19,368,569		295,612	6.06%		18,113,818		307,178	6.73%
Total loans and leases		19,539,294		297,157	6.03%		18,378,151		309,886	6.69%
Total interest-earning assets		25,674,527		352,672	5.45%		23,791,755		361,232	6.02%
Cash and due from banks		1,007,376					961,196
Allowance for loan losses		(281,587)					(270,119)
Goodwill		654,151					732,292
Core deposit and other intangibles		72,499					86,368
Other assets		1,634,648					1,632,376
Total assets	$	28,761,614				$	26,933,868
LIABILITIES
Interest-bearing deposits:
Savings and NOW	$	3,153,567		4,735	0.60%	$	2,705,831		6,339	0.93%
Money market super NOW		8,947,633		20,795	0.92%		8,695,620		33,824	1.54%
Time under $100,000		1,537,516		7,466	1.93%		1,826,479		13,085	2.84%
Time $100,000 and over		1,261,845		7,295	2.29%		1,419,399		11,078	3.10%
Foreign		236,379		484	0.81%		114,982		360	1.24%
Total interest-bearing deposits		15,136,940		40,775	1.07%		14,762,311		64,686	1.74%
Borrowed funds:
Securities sold, not yet purchased		555,778		5,371	3.83%		415,557		4,326	4.13%
Federal funds purchased and security repurchase agreements		2,504,845		5,472	0.87%		2,177,815		6,894	1.26%
Commercial paper		119,526		359	1.19%		345,894		1,658	1.90%
FHLB advances and other borrowings:
One year or less		37,847		163	1.71%		189,734		999	2.09%
Over one year		234,335		2,972	5.03%		240,941		3,128	5.15%
Long-term debt		1,560,761		13,694	3.48%		1,045,917		15,354	5.82%
Total borrowed funds		5,013,092		28,031	2.22%		4,415,858		32,359	2.91%
Total interest-bearing liabilities		20,150,032		68,806	1.35%		19,178,169		97,045	2.01%
Noninterest-bearing deposits		5,645,972					4,875,156
Other liabilities		425,033					486,895
Total liabilities		26,221,037					24,540,220
Minority interest		20,297					22,276
Total shareholders’ equity		2,520,280					2,371,372
Total liabilities and shareholders’ equity	$	28,761,614				$	26,933,868
Spread on average interest-bearing funds					4.10%					4.01%
Taxable-equivalent net interest income and net yield on interest-earning assets			$	283,866	4.39%			$	264,187	4.41%

(1) Taxable-equivalent rates used where applicable.

(2) Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

-more-

ZIONS BANCORPORATION AND SUBSIDIARIES

Press Release – Page 16

CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES

(Unaudited)

	Year Ended December 31, 2003					Year Ended December 31, 2002
(In thousands)	Average Balance		Amount of Interest (1)		Average Rate	Average Balance		Amount of Interest (1)		Average Rate
ASSETS
Money market investments	$	1,342,663	$	13,011	0.97%	$	1,199,539	$	18,625	1.55%
Securities:
Held to maturity		—		—			42,895		2,292	5.34%
Available for sale		3,736,095		171,523	4.59%		3,209,262		169,990	5.30%
Trading account		710,913		24,640	3.47%		610,546		22,107	3.62%
Total securities		4,447,008		196,163	4.41%		3,862,703		194,389	5.03%
Loans:
Loans held for sale		219,631		8,280	3.77%		209,905		9,437	4.50%
Net loans and leases (2)		19,105,002		1,204,856	6.31%		17,904,074		1,254,760	7.01%
Total loans and leases		19,324,633		1,213,136	6.28%		18,113,979		1,264,197	6.98%
Total interest-earning assets		25,114,304		1,422,310	5.66%		23,176,221		1,477,211	6.37%
Cash and due from banks		953,132					938,510
Allowance for loan losses		(281,679)					(266,638)
Goodwill		710,709					743,957
Core deposit and other intangibles		77,472					98,478
Other assets		1,629,606					1,605,993
Total assets	$	28,203,544				$	26,296,521
LIABILITIES
Interest-bearing deposits:
Savings and NOW	$	2,984,064		19,114	0.64%	$	2,555,019		26,516	1.04%
Money market super NOW		8,890,517		92,502	1.04%		8,021,182		138,078	1.72%
Time under $100,000		1,643,817		36,935	2.25%		1,910,922		62,136	3.25%
Time $100,000 and over		1,289,934		33,276	2.58%		1,486,702		50,481	3.40%
Foreign		185,981		1,664	0.89%		106,053		1,511	1.42%
Total interest-bearing deposits		14,994,313		183,491	1.22%		14,079,878		278,722	1.98%
Borrowed funds:
Securities sold, not yet purchased		537,929		20,441	3.80%		393,963		16,413	4.17%
Federal funds purchased and security repurchase agreements		2,604,802		25,473	0.98%		2,528,157		39,121	1.55%
Commercial paper		215,251		3,028	1.41%		358,591		7,479	2.09%
FHLB advances and other borrowings:
One year or less		144,516		1,912	1.32%		533,008		10,266	1.93%
Over one year		236,587		12,280	5.19%		240,448		12,444	5.18%
Long-term debt		1,277,378		57,269	4.48%		873,814		56,332	6.45%
Total borrowed funds		5,016,463		120,403	2.40%		4,927,981		142,055	2.88%
Total interest-bearing liabilities		20,010,776		303,894	1.52%		19,007,859		420,777	2.21%
Noninterest-bearing deposits		5,258,923					4,521,618
Other liabilities		443,879					404,485
Total liabilities		25,713,578					23,933,962
Minority interest		21,790					21,116
Total shareholders' equity		2,468,176					2,341,443
Total liabilities and shareholders' equity	$	28,203,544				$	26,296,521
Spread on average interest-bearing funds					4.14%					4.16%
Taxable-equivalent net interest income and net yield on interest-earning assets			$	1,118,416	4.45%			$	1,056,434	4.56%

(1) Taxable-equivalent rates used where applicable.

(2) Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

# # # # # # # # # #