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•	statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, 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,” “plan,” “projects,” or similar expressions.

•	the Company’s ability to successfully execute its business plans, manage its risks, and achieve its objectives;

•

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 conditions 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 market 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, and real estate prices;

•	changes in markets for equity, fixed-income, commercial paper and other securities, including availability, market liquidity levels, and pricing;

•	changes in interest rates, the quality and composition of the Company’s 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, and the FDIC;

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

•

the impact of the Dodd-Frank Act and of new Basel III international standards, and rules and regulations thereunder, on our required regulatory capital and yet to be promulgated liquidity levels, governmental assessments on us, 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;

•	the need for the Company to meet expectations established by bank regulatory agencies under their broad supervisory, examination, and enforcement panels, which expectations are often not publicly articulated in written regulations or guidance.

•	continuing consolidation in the financial services industry;

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•	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 Financial Accounting Standards Board or regulatory agencies; and

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

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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.

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The FRB was authorized to issue regulations governing debit card interchange fees (although the FRB’s enacted regulation to limit interchange fees charged for debit card transactions to no more than 21 cents per transaction and 5 bps multiplied by the value of the transaction was successfully challenged by retailers in a U.S. District Court as being overly generous – a ruling that is currently under appeal).

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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 banks. The FRB has a policy that a bank holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and, under appropriate circumstances, to commit resources to support each subsidiary bank. The Dodd-Frank Act codifies this policy as a statutory requirement. In addition, the regulators may order an assessment of the Parent if the capital of one of its subsidiary banks were to fall below capital levels required by the regulators.

•

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 by the Parent’s subsidiary banks. These dividends are subject to various legal and regulatory restrictions. See Note 19 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. See discussion under “Liquidity Management Actions” on page 85.

•

Cross-guarantee requirements. All of the Parent’s subsidiary banks are insured by the FDIC. Each commonly controlled FDIC-insured bank can be held liable for any losses incurred, or reasonably expected to be incurred, by the FDIC due to another commonly controlled FDIC-insured bank being placed into receivership, and for any assistance provided by the FDIC to another commonly controlled FDIC-insured bank that is subject to certain conditions indicating that receivership is likely to occur in the absence of regulatory assistance.

•	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 Federal Deposit Insurance Corporate Improvement Act of 1991, including standards related to internal controls, information

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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 holding company. The BHC Act also requires approval for certain nonbanking acquisitions, restricts the activities of bank holding companies that are not financial holding companies to banking, managing or controlling banks and other activities that the FRB has determined to be so closely related to banking as to be a proper incident thereto, and restricts the nonbanking activities of a financial holding company to those that are permitted for financial holding companies or that have been determined by the FRB to be financial in nature, incidental to financial activities, or complementary to a financial activity. Laws and regulations governing national and state-chartered banks contain similar provisions concerning acquisitions and activities.

•	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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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 the Company or its subsidiaries fail to adequately serve their communities, penalties may be imposed including denials of applications to add branches, relocate, add subsidiaries and affiliates, and merge with or purchase other financial institutions.

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Anti-money laundering regulations. The BSA, 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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•	open-market operations in U.S. Government and other securities;

•	adjustment of the discount rates or cost of bank borrowings from the FRB;

•	imposing or changing reserve requirements against bank deposits;

•	term auction facilities collateralized by bank loans; and

•	other programs to purchase assets and inject liquidity directly in various segments of the economy.

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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 (including a phased-in elimination of the Company’s existing trust preferred securities as Tier 1 capital);

•	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 develop 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 new 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 in which compensation is paid to executive officers and employees generally.

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1	At year-end.

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

•	As of December 31, 2013, the Company was the 17th 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, 2013, the Company operated banking businesses through 469 domestic branches in ten Western and Southwestern states.

•	The Company ranked in the top 10 nationally for loans provided to small businesses, under both the Small Business Administration’s 7(a) and 504 programs.

•	The Company has been awarded numerous “Excellence” awards by Greenwich Associates, having received 12 awards for the 2013 survey.

•	Revenues and profits are primarily derived from commercial customers.

•	The Company also provides public finance, wealth management and brokerage services.

•	focus on growth markets;

•	maintain a sustainable competitive advantage over large national and global banks by keeping many decisions that affect customers local;

•	maintain a sustainable competitive advantage over community banks through superior products, productivity, efficiency, and a lower cost of capital; and

•	centralize and standardize policies and oversight of key risks, technology and operations.

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•	GDP growth in our footprint has exceeded nominal U.S. GDP by an average of 1.3% per year (compounded) over the last ten years; i.e., from 2002-2012, nominal U.S. GDP grew by 3.8%, while nominal GDP in Zions’ footprint (weighted by December 31, 2013 assets) grew by 5.1%.

•	Job creation within the Zions’ footprint has greatly exceeded the national rate during the past ten years. U.S. nonfarm payroll jobs increased by 5.0% during the last ten years; however, job creation in Zions’ footprint increased by 13.6%.

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•	branding and marketing strategies;

•	product offerings and pricing;

•	credit decisions (within the limits of established corporate policy); and

•	relationship management strategies and the integration of various business lines.

•	We use the combined scale of all of our banking operations to create a broad product offering;

•	Our larger capital base and breadth of product offerings allows us to lend to business customers of a wide range of sizes, from small businesses to large companies;

•	For certain products for which economies of scale are believed to be critical, the Company “manufactures” the product centrally or is able to obtain services from third-party vendors at lower costs due to volume-driven pricing power; and

•	Our combined size and diversification affords us superior access to the capital markets for debt and equity financing; over the long term, this advantage has historically, and should in the future, result in a lower cost of capital than our subsidiary banks could achieve on their own.

•	The Company conducts regular stress testing of the loan portfolio using multiple economic scenarios. Such tests help to identify pockets of risk and enable management to reduce risk.

•	The Company oversees credit risk using a single credit policy and specialists in business, commercial real estate’ consumer lending, and in concentration risk management.

•	The Company regularly measures interest rate and liquidity risk and uses capital markets instruments to adjust risks to stay within Board-approved levels.

•	The Company centrally monitors and oversees operational risk. Centralized internal audit, credit examination, and compliance functions test compliance with established policies.

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•

The Company improved its profitability, generating a 7.44% tangible return on average tangible common equity compared to 5.18% in 2012. Two major items had a significant adverse impact on profitability during the year: 1) extinguishment expense related to high-cost debt that was redeemed during 2013, and 2) net impairment losses on investment securities. Together, these items reduced after-tax earnings by approximately $174.2 million. One major item had a significant favorable impact on profitability – the preferred stock redemption of $126 million associated with the call of Zions’ Series C preferred stock.

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Tier 1 common (“T1C”) capital plus reserves for credit losses improved and now ranks at or above peer medians (see Chart 1). We made significant additional progress toward reducing the cost of our capital and debt. In 2013, we fully redeemed our high-cost Series C preferred stock which had a carrying value of $926 million. To redeem the Series C preferred stock, we issued lower-cost Series G, H, I and J preferred shares. As a result of these actions, we estimate that preferred dividends in 2014 will be approximately $72 million, compared to preferred dividends paid of $95 million in 2013. Our T1C capital ratio further improved to 10.18% at December 31, 2013. We successfully tendered for $258 million of expensive senior notes and $250 million of expensive subordinated debt; in both instances, the cost of replacement debt was significantly lower.

•	Asset quality improved significantly; nonperforming lending-related assets declined 39% in 2013 (see Chart 2), and net charge-offs declined to $52 million in 2013 from $155 million in 2012. As a result, credit costs, including other real estate expense and credit-related expense, declined 50%.

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Loans, our primary revenue driver, increased on a net basis by $1.4 billion, or 3.7%, compared to December 31, 2012, including increases of $1.2 billion in commercial and industrial, $387 million in 1-4 family residential, and $244 million in construction and land development loans. This loan growth came despite the net run-off of $152 million in owner occupied loans, $57 million in commercial real estate term loans, and $178 million in FDIC-supported loans. Unfunded lending commitments increased $1.9 billion in 2013, which is expected to result in improved loan growth in 2014.

•	Despite a difficult interest rate environment and modest loan growth, we successfully maintained relatively stable net interest income in 2013 compared to 2012 (see Chart 3).

•	AOCI improved by $254 million, due in large measure to improved market values for the Company’s CDO securities and reduction of impairment losses on investment securities.

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Our net interest margin declined to 3.36% from 3.57% in 2012, but continued to remain reasonably strong relative to other peer banks. This decline was predominantly due to the substantial increase in low-yielding money market investments, which was driven by a strong increase in noninterest-bearing demand deposits. Additional pressure on the NIM in 2013 was also due to loan maturities and resets. Many loans that were originated in prior years had higher rates than market rates during 2013, and thus when such loans mature or the rates reset, the yield frequently declines compared to the prior yield.

•	Redemption expenses of high-cost debt weighed significantly on profitability. The high cost of debt is a byproduct of our efforts to stabilize the Company’s capital base and funding during the recent recession. While significant debt refinancing activities were completed in 2013, some additional relatively expensive debt that matures in 2014 and 2015 remains.

•	While some credit quality ratios, such as net charge-offs as a percentage of average loans, have improved to prerecession levels, other ratios, such as nonperforming lending-related assets as a percentage of loans and other real estate owned, are still elevated compared to long-term averages.

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•	Net impairment losses on investment securities were $165 million in 2013. Of this amount, $137.1 million was related to planned CDO sales. The CDOs were sold during the first quarter of 2014 at prices higher than their market prices during the recent recession.

•	Increase the loan growth rate, primarily through continued strong business lending and additional growth in residential mortgage lending.

•	Further reduce nonaccrual and classified loans.

•	Increase fee income through changes to product pricing, improved product distribution, and improved cross sales.

•	Manage noninterest expenses.

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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 potential 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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•	$125.7 million benefit from preferred stock redemption;

•	$101.4 million decrease in the provision for loan losses;

•	$75.4 million reduction in preferred stock dividends;

•	$21.5 million decrease in the provision for unfunded lending commitments; and

•	$18.0 million decline in other real estate expense.

•	$120.2 million increase in debt extinguishment cost;

•	$61.1 million increase in net impairment losses on investment securities;

•	$35.6 million decrease in net interest income;

•	$27.3 million increase in salaries and employee benefits; and

•	$25.3 million increase in other noninterest expense.

•	$60.3 million decrease in the provision for loan losses;

•	$57.8 million decrease in other real estate expense;

•	$20.5 million decrease in FDIC premiums;

•	$13.4 million increase in dividends and other investment income; and

•	$11.9 million increase in loan sales and servicing income.

•	$70.4 million increase in net impairment losses on investment securities;

•	$24.2 million decrease in net interest income;

•	$16.8 million increase in fair value and nonhedge derivative loss;

•	$16.5 million decrease in other noninterest income; and

•	$13.7 million increase in the provision for unfunded lending commitments.

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•	lower yields on loans, excluding FDIC-supported loans, and AFS investment securities; and

•	increased balance of low-yielding money market investments.

•	lower yields on long-term debt and deposit funding; and

•	higher yields on FDIC-supported loans.

•	lower yields on loans; and

•	increased balance of low-yielding money market investments.

•	decreased accelerated amortization on convertible subordinated debt; and

•	lower cost of funding due to continued favorable change in the mix of funding sources and rates.

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•	the fair value discount on the debt; and

•	the value of the beneficial conversion feature which added the right of the debt holder to convert the debt into preferred stock.

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•	increased loan balances;

•	declining credit-related costs including reduced provisions for loan losses; and

•	increased customer deposits invested in low-yielding cash-equivalent assets.

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2	Weighted average percentage of collateral that is defaulted due to bank failures, or deferring payment as allowed under the terms of the security, including a 0% recovery rate on defaulted collateral and a credit-specific probability of default on deferring collateral which ranges from 2.18% to 100%.

6	Prepayment rate for small banks increased to 7.5% per year for the first two years and to 5% per year thereafter through maturity.

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1	Excludes both defaulted issuers and issuers that have elected to defer payment of current interest.

2	Collateral is identified as defaulted due to either of nonpayment by end of allowable deferral period, bankruptcy, or when a regulator closes an issuing bank.

3	Collateral is identified as deferring when the Company becomes aware that an issuer has announced or elected to defer interest payment on trust preferred debt.

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•	recommending policies to the Enterprise Risk Management Committee (“ERMC”) and administering ERMC-approved policies that govern and limit the Company’s exposure to all interest rate and market risks, including policies that are designed to limit the Company’s adverse exposure to changes in interest rates;

•	approving procedures that support the Board-approved policies;

•	approving all material interest rate risk management strategies, including all hedging strategies and actions taken pursuant to managing interest rate risk and monitoring risk positions against approved limits;

•	approving limits and all financial derivative positions taken at both the Parent and subsidiaries for the purpose of hedging the Company’s interest rate and market risks;

•	providing the basis for integrated balance sheet, net interest income, and liquidity management;

•	calculating the estimated market value of each class of assets, liabilities, and net equity, given defined interest rate scenarios;

•	managing the Company’s exposure to changes in net interest income and estimated market value of equity due to interest rate fluctuations;

•	quantifying the effects of hedging instruments on the market value of equity and on net interest income under defined interest rate scenarios; and

•	reporting timely all policy limit violations to the Chief Risk Officer, who reports them to the Board of Directors.

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•	a 1.6% year-over-year increase in noninterest-bearing demand deposits, with the majority of the increase being invested in short-term money market assets;

•	the redemption of preferred stock from cash reserves;

•	changes in the modeling assumptions for capturing balloon payments;

•	changes to prepayment assumptions; and

•	changes in deposit behavior assumptions.

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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.

3	The maturities on long-term borrowings do not include the associated hedges.

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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 banks 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 its subsidiary banks 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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•	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.

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

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1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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2.	CERTAIN RECENT ACCOUNTING PRONOUNCEMENTS

3.	MERGER AND ACQUISITION ACTIVITY

4.	SUPPLEMENTAL CASH FLOW INFORMATION

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5.	CASH AND MONEY MARKET INVESTMENTS

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6.	INVESTMENT SECURITIES

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

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1)

Market yield requirements for bank CDO securities remain elevated. The financial crisis and economic downturn resulted in significant utilization of both the unique five-year deferral option, which each collateral issuer maintains during the life of the CDO, and the payment in kind feature described subsequently. The resulting increase in the rate of return demanded by the market for trust preferred CDOs remains substantially higher than the contractual interest rates. Virtually all structured asset-backed security (“ABS”) fair values, including bank CDOs, deteriorated significantly during the crisis, generally reaching a low in mid-2009. Prices for some structured products have since rebounded as the crucial unknowns related to value became resolved and as trading increased in these securities. Unlike other structured products, CDO tranches backed by bank trust preferred securities continue to be characterized by considerable uncertainty surrounding collateral behavior, specifically including, but not limited to, prepayments; the future number, size and timing of bank failures; holding company bankruptcies; and allowed deferrals and subsequent resumption of payment or default due to nonpayment of contractual interest.

2)

Structural features of the collateral make these CDO tranches difficult for market participants to model. The first feature unique to bank CDOs is the interest deferral feature previously noted. Throughout the crisis starting in 2008, certain banks within our CDO pools have exercised this prerogative. The extent to which these deferrals are likely to either transition to default or, alternatively, come current prior to the five-year deadline is extremely difficult for market participants to assess.

3)

Ratings are generally below-investment-grade for even some of the most senior tranches that originally were rated AAA or the equivalent. Ratings on a number of CDO tranches vary significantly among rating agencies. The presence of a below-investment-grade rating by even a single rating agency will severely limit the pool of buyers, which causes greater illiquidity and therefore most likely a higher implicit discount rate/lower price with regard to that CDO tranche.

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4)	There is a lack of consistent disclosure by each CDO’s trustee of the identity of collateral issuers; in addition, complex structures make projecting tranche return profiles difficult for nonspecialists in the product.

5)	At purchase, the expectation of cash flow variability was limited. As a result of the crisis, we have seen extreme variability of collateral performance both compared to expectations and between different pools.

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7.	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

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•	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	The balance of interest income recognized results primarily from accretion of interest income on impaired FDIC-supported loans.

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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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1	Negative amounts result from the accretion of loan balances based on increases in cash flow estimates on the underlying indemnified loans.

8.	DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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1)

The Company built on its fair valuation process for the underlying CDO portfolio and utilized those same projected cash flows to quantify the extent and timing of payments to be received from the Trustee related to each CDO and in the aggregate. For valuation purposes, we assumed that a market participant would cancel the TRS at the first opportunity if the TRS did not have a positive value based on the best estimates of cash flows through maturity. Consequently, the fair value approximated the amount of required payments up to the earliest termination date.

2)	A valuation from a market participant in possession of all relevant terms and costs of the TRS structure.

9.	PREMISES AND EQUIPMENT

10.	GOODWILL AND OTHER INTANGIBLE ASSETS

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11.	DEPOSITS

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12.	SHORT-TERM BORROWINGS

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13.	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, 2013 is shown in parenthesis.

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1	Designation of “3mL” is three-month LIBOR; effective interest rate at the beginning of the accrual period commencing on or before December 31, 2013 is shown in parenthesis.

2	Issued by Amegy.

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14.	SHAREHOLDERS’ EQUITY

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15.	INCOME TAXES

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16.	NET EARNINGS PER COMMON SHARE

17.	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 obtained 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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18.	COMMITMENTS, GUARANTEES, CONTINGENT LIABILITIES, AND RELATED PARTIES

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•	a complaint relating to our banking relationships with customers that allegedly engaged in wrongful telemarketing practices in which the plaintiff seeks a trebled monetary award under the federal RICO Act, Reyes v. Zions First National Bank, et. al., pending in the United States District Court for the Eastern District of Pennsylvania; and

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a complaint arising from our banking relationships with Frederick Berg and a number of investment funds controlled by him using the “Meridian” brand name, in which the liquidating trustee for the funds seeks an award from us, on the basis of aiding and abetting and other claims, for monetary damages suffered by victims of a fraud allegedly perpetrated by Berg, In re Consolidated Meridian Funds a/k/a Meridian Investors Trust, Mark Calvert as Liquidating Trustee, et. al. vs. Zions Bancorporation and The Commerce Bank of Washington, N.A., pending in the United States Bankruptcy Court for the Western District of Washington.

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•	possible money laundering activities of a customer of one of our subsidiary banks and the anti-money laundering practices of that bank (conducted by the United States Attorneys Office for the Southern District of New York); and

•	the practices of our subsidiary, Zions Bank; our former subsidiary, NetDeposit, LLC; and possibly other of our affiliates relating primarily to payment processing for allegedly fraudulent telemarketers and other customer types (conducted by the Department of Justice).

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19.	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.

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20.	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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21.	FAIR VALUE

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22.	OPERATING SEGMENT INFORMATION

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23.	QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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24.	PARENT COMPANY FINANCIAL INFORMATION

1	ZMFU II, Inc. is a wholly-owned nonoperating subsidiary whose sole purpose is to hold a portfolio of municipal bonds, loans and leases.

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

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The schedule does not include information for equity compensation plans assumed by the Company in mergers. A total of 206,795 shares of common stock with a weighted average exercise price of $56.49 were issuable upon exercise of options granted under plans assumed in mergers and outstanding as of December 31, 2013. The Company cannot grant additional awards under these assumed plans. Column (a) also excludes 410,950 shares of unvested restricted stock and 1,522,038 restricted stock units (each unit representing the right to one share of common stock).

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

(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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