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PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)

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1.	BASIS OF PRESENTATION

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2.	RECENT ACCOUNTING PRONOUNCEMENTS

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3.	SUPPLEMENTAL CASH FLOW INFORMATION

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4.	OFFSETTING ASSETS AND LIABILITIES

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5.	INVESTMENTS

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6.	LOANS AND ALLOWANCE FOR CREDIT LOSSES

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•	Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices

•	Changes in international, national, regional, and local economic and business conditions

•	Changes in the nature and volume of the portfolio and in the terms of loans

•	Changes in the experience, ability, and depth of lending management and other relevant staff

•	Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans

•	Changes in the quality of the loan review system

•	Changes in the value of underlying collateral for collateral-dependent loans

•	The existence and effect of any concentration of credit, and changes in the level of such concentrations

•	The effect of other external factors such as competition and legal and regulatory requirements

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1	Represents nonaccrual loans that are 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 change in fair value of the derivative.

2	Amounts for the three months ended March 31, of $3.0 million in 2016, and $1.0 million in 2015, respectively, are the amounts of reclassification to earnings from AOCI presented in Note 8.

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8.	DEBT AND 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.

9.	INCOME TAXES

10.	FAIR VALUE

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11.	COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES

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. A class certification hearing is currently scheduled for late May 2016. Following the Third

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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.

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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 Department of Justice relating to this matter occurred in early 2013. We understand that the Department of Justice desires to pursue claims against us. We have engaged in preliminary settlement discussions with the Department of Justice. There can be no assurance, however, that the parties will be able to settle this matter.

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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 September 2016.

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12.	RETIREMENT PLANS

13.	OPERATING SEGMENT INFORMATION

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	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.

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•	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;

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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 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

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

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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 technology to modernize our loan, deposit, and customer information systems to meet the demands of a rapidly changing information technology environment.

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Maintain adjusted noninterest expense less than $1.60 billion in 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 84 for more information regarding the calculation of the efficiency ratio). However, because in the first quarter of 2016 we reclassified expense associated with credit and corporate card rewards programs to net against associated revenue in the noninterest income section of the income statement, we are modifying our commitment to hold adjusted noninterest expense from a commitment of “less than $1.60 billion in 2016” to “less than $1.58 billion in 2016.” The difference of $20 million reflects the actual annualized rate of expense incurred on such rewards programs in the first half of 2015, and management believes that it is important to maintain the commitment to hold the company’s expenses to the same level as originally established, after adjusting for accounting changes. For the first quarter of 2016 adjusted noninterest expense was $396.0 million, or an annualized amount of $1,584 million; this result includes several million dollars of seasonal expenses such as elevated payroll taxes and stock award grants. If these seasonal expenses were amortized evenly over 2016, the resulting annualized noninterest expense from the first quarter of 2016 would have been less than $1.58 billion, which is consistent with our modified commitment to hold adjusted noninterest expense to less than $1.58 billion in 2016. On a similar basis, for 2017 we are modifying our noninterest expense commitment to be increasing somewhat from $1.58 billion, modified from the original goal of increasing somewhat in 2017 from $1.60 billion.

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Achieve an efficiency ratio less than 66% in 2016, and in the low 60s by fiscal year-end 2017, driven by expense and revenue initiatives detailed below; the announced target assumes a slight increase in interest rates. The aforementioned reclassification of rewards program expenses to net against revenue does not materially alter the efficiency ratio, and thus we are not modifying the efficiency ratio target. Our efficiency ratio for the second half of 2015 was 69.1% (adjusted for the credit card expense reclassification), which met our goal to keep the efficiency ratio less than 70% during the second half of 2015. The efficiency ratio for the six months ended March 31, 2016 improved by 398 bps to 69.0% from 73.0% for the same prior year period. Our efficiency ratio for the first quarter of 2016 was 68.5% representing a 106 bps improvement over Q4 2015 and a 340 bps improvement over the same prior year period. We show the efficiency ratio for six month periods, in addition to the three month periods, in order to illustrate the trend over longer periods as quarterly fluctuations may not be reflective of the prevailing trend, while yearly results may not accurately reflect the pace of change. We are committed to achieving an efficiency ratio less than 66% in 2016 and are on target to do so. See “GAAP to Non-GAAP Reconciliations” on page 84 for more information regarding the calculation of the efficiency ratio.

•	Achieve annual gross pretax cost savings of $120 million from operational expense initiatives by year-end 2017, which include overhauling technology, consolidating legal charters, and improving operating efficiency across the Company. We are on track and expect to achieve 80% of our target to reduce gross expenses by the end of 2016.

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1	Taxable-equivalent rates used where applicable.

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

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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; typically, 50% of revenues coming from the oil and gas sector is used as a guide.

2	Calculated as the ratio of annualized net charge-offs, for each respective period, to loan balances at each period end.

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1	No other geography exceeds $91 million for all three loan types.

2	Delinquency rates include nonaccrual loans.

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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.

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1	Basel III capital ratios became effective January 1, 2015 and are based on the applicable phase-in periods.

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.	CONTROLS AND PROCEDURES

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

ITEM 1A.	RISK FACTORS

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1	Represents common shares acquired from employees in connection with our 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 provisions of an employee share-based compensation plan.

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ITEM 6.	EXHIBITS

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