UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 0-2610 ZIONS BANCORPORATION (Exact name of Registrant as specified in its charter) UTAH 87-0227400 - ------------------------------------------ ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) ONE SOUTH MAIN, SUITE 1380 SALT LAKE CITY, UTAH 84111 - ------------------------------------------ ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801)524-4787 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirement for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, without par value, outstanding at November 5, 2001 91,745,036 shares
ZIONS BANCORPORATION AND SUBSIDIARIES INDEX Page PART I. FINANCIAL INFORMATION ---- --------------------- ITEM 1. Financial Statements (Unaudited) Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 6 Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income (Loss) 8 Notes to Consolidated Financial Statements 9 ITEM 2. Management's Discussion and Analysis 14 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 30 PART II. OTHER INFORMATION ----------------- ITEM 6. Exhibits and Reports on Form 8-K 30 SIGNATURES 31 - ---------- 2
PART I. FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS (Unaudited) -------------------------------- ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> September 30, December 31, September 30, 2001 2000 2000 ------------- ------------- ------------- (In thousands, except share amounts) (Unaudited) (Unaudited) <S> <C> <C> <C> ASSETS Cash and due from banks .............................................. $ 910,465 $ 1,047,252 $ 942,345 Money market investments: Interest-bearing deposits ......................................... 2,169 21,237 20,218 Federal funds sold ................................................ 125,112 50,426 122,410 Security resell agreements ........................................ 507,536 456,404 630,111 Investment securities: Held to maturity, at cost (approximate market value $53,918, $3,152,740, and $3,243,799) ...................... 53,880 3,125,433 3,242,734 Available for sale, at market (includes $0 at September 30, 2001 and $151,424 at December 31, 2000 pledged to creditors) ......... 3,249,657 782,466 598,483 Trading account, at market (includes $277,358 at September 30, 2001 and $15,096 at December 31, 2000 pledged to creditors) .......... 377,075 280,410 420,807 ------------- ------------- ------------- 3,680,612 4,188,309 4,262,024 Loans: Loans held for sale ............................................... 260,698 181,159 226,028 Loans, leases and other receivables ............................... 16,618,504 14,276,999 13,917,970 ------------- ------------- ------------- 16,879,202 14,458,158 14,143,998 Less: Unearned income and fees, net of related costs .................. 102,582 80,125 75,004 Allowance for loan losses ....................................... 245,862 195,535 200,401 ------------- ------------- ------------- Net loans .................................................... 16,530,758 14,182,498 13,868,593 Premises and equipment, net .......................................... 354,637 314,938 307,905 Goodwill ............................................................. 744,033 571,365 565,306 Core deposit and other intangibles ................................... 115,666 70,075 72,951 Other real estate owned .............................................. 15,073 9,574 6,744 Other assets ......................................................... 1,269,509 1,027,365 1,125,712 ------------- ------------- ------------- $ 24,255,570 $ 21,939,443 $ 21,924,319 ============= ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Noninterest-bearing demand ........................................ $ 4,145,951 $ 3,585,672 $ 3,536,203 Interest-bearing: Savings and money market ........................................ 9,482,004 8,270,122 8,202,580 Time under $100,000 ............................................. 2,025,674 1,628,890 1,672,725 Time over $100,000 .............................................. 1,688,343 1,448,905 1,652,853 Foreign ......................................................... 92,478 136,394 103,314 ------------- ------------- ------------- 17,434,450 15,069,983 15,167,675 Securities sold, not yet purchased ................................... 206,638 291,102 291,733 Federal funds purchased .............................................. 1,032,613 1,069,124 721,621 Security repurchase agreements ....................................... 1,091,266 1,327,721 1,342,699 Accrued liabilities .................................................. 739,628 310,287 438,906 Commercial paper ..................................................... 429,297 198,239 246,188 Federal Home Loan Bank advances and other borrowings: Less than one year ................................................ 249,779 1,290,960 1,380,905 Over one year ..................................................... 241,770 143,776 159,469 Long-term debt ....................................................... 581,348 419,550 419,852 ------------- ------------- ------------- Total liabilities ............................................... 22,006,789 20,120,742 20,169,048 ------------- ------------- ------------- Minority interest .................................................... 13,614 39,857 39,576 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 92,001,233, 87,100,188, and 86,964,292 shares ............................. 1,104,278 907,604 901,569 Accumulated other comprehensive income (loss) ..................... 74,618 (3,644) (12,185) Retained earnings ................................................. 1,056,271 874,884 826,311 ------------- ------------- ------------- Total shareholders' equity ...................................... 2,235,167 1,778,844 1,715,695 ------------- ------------- ------------- $ 24,255,570 $ 21,939,443 $ 21,924,319 ============= ============= ============= </TABLE> 3
ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) <TABLE> <CAPTION> Three Months Ended Nine Months Ended (In thousands, except per share amounts) September 30, September 30, ---------------------------- ---------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Interest income: Interest and fees on loans ............................. $ 329,761 $ 326,995 $ 983,280 $ 906,521 Interest on loans held for sale ........................ 2,905 4,180 9,147 10,760 Lease financing ........................................ 5,918 4,272 16,835 12,584 Interest on money market investments ................... 8,400 14,865 30,065 53,267 Interest on securities: Held to maturity - taxable ........................... 744 50,154 2,525 147,481 Held to maturity - nontaxable ........................ -- 4,354 -- 12,515 Available for sale - taxable ......................... 40,347 8,695 130,227 24,884 Available for sale - nontaxable ...................... 6,137 1,940 18,260 4,953 Trading account ...................................... 7,026 9,027 25,221 27,695 ------------ ------------ ------------ ------------ Total interest income ................................ 401,238 424,482 1,215,560 1,200,660 ------------ ------------ ------------ ------------ Interest expense: Interest on savings and money market deposits .......... 59,842 86,096 205,765 242,132 Interest on time and foreign deposits .................. 46,609 47,186 146,022 124,526 Interest on borrowed funds ............................. 47,674 83,171 165,805 240,383 ------------ ------------ ------------ ------------ Total interest expense ............................... 154,125 216,453 517,592 607,041 ------------ ------------ ------------ ------------ Net interest income .................................. 247,113 208,029 697,968 593,619 Provision for loan losses ................................. 21,470 8,119 46,477 19,581 ------------ ------------ ------------ ------------ Net interest income after provision for loan losses .. 225,643 199,910 651,491 574,038 ------------ ------------ ------------ ------------ Noninterest income: Service charges on deposit accounts .................... 25,762 18,713 73,221 57,025 Other service charges, commissions and fees ............ 23,883 17,670 64,823 49,369 Trust income ........................................... 4,158 4,551 13,588 13,586 Investment securities gains (losses), net .............. 23,982 5,768 17,330 9,224 Impairment loss on First Security Corporation common stock ......................................... -- -- -- (96,911) Underwriting and trading income ........................ 4,208 2,733 13,395 8,096 Loan sales and servicing income ........................ 23,383 11,837 65,155 34,367 Other .................................................. 2,933 14,077 66,459 34,881 ------------ ------------ ------------ ------------ Total noninterest income ............................. 108,309 75,349 313,971 109,637 ------------ ------------ ------------ ------------ Noninterest expense: Salaries and employee benefits ......................... 114,279 86,750 328,281 254,261 Occupancy, net ......................................... 16,434 13,034 46,777 38,163 Furniture and equipment ................................ 15,822 13,212 44,728 39,113 Other real estate expense .............................. 1,149 439 1,553 855 Legal and professional services ........................ 10,004 4,907 23,939 15,433 Supplies ............................................... 3,909 2,694 10,914 7,970 Postage ................................................ 3,299 2,814 9,676 8,308 Advertising ............................................ 5,035 6,029 17,282 16,154 Merger related expense ................................. 4,345 1,513 7,616 44,208 FDIC premiums .......................................... 825 808 2,390 2,569 Amortization of goodwill ............................... 8,796 6,433 24,569 19,276 Amortization of core deposit and other intangibles ..... 4,686 2,876 10,505 8,630 Other .................................................. 34,616 32,417 104,278 86,610 ------------ ------------ ------------ ------------ Total noninterest expense ............................ 223,199 173,926 632,508 541,550 ------------ ------------ ------------ ------------ Income before income taxes ........................... 110,753 101,333 332,954 142,125 Income taxes .............................................. 41,207 35,646 121,299 45,136 ------------ ------------ ------------ ------------ Income before minority interest and cumulative effect of change in accounting principle ......... 69,546 65,687 211,655 96,989 Minority interest ......................................... (3,251) 1,043 (6,638) 1,254 ------------ ------------ ------------ ------------ Income before cumulative effect of change in accounting principle .......................... 72,797 64,644 218,293 95,735 Cumulative effect of change in accounting principle, adoption of FASB Statement No. 133, net of income tax benefit of $4,521 ............................ -- -- (7,159) -- ------------ ------------ ------------ ------------ Net income ........................................... $ 72,797 $ 64,644 $ 211,134 $ 95,735 ============ ============ ============ ============ </TABLE> 4
ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Continued) (Unaudited) <TABLE> <CAPTION> Three Months Ended Nine Months Ended (In thousands, except per share amounts) September 30, September 30, ---------------------------- ---------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Weighted average shares outstanding during the period: Basic shares ......................................... 92,306 86,909 90,921 86,089 Diluted shares ....................................... 93,509 87,610 92,042 86,836 Net income per common share: Income before cumulative effect of change in accounting principle: Basic ................................................ $ 0.79 $ 0.74 $ 2.40 $ 1.11 Diluted .............................................. 0.78 0.74 2.37 1.10 Cumulative effect of change in accounting principle, adoption of FASB Statement No. 133: Basic ................................................ -- -- (0.08) -- Diluted .............................................. -- -- (0.08) -- ------------ ------------ ------------ ------------ Net income: Basic ................................................ $ 0.79 $ 0.74 $ 2.32 $ 1.11 Diluted .............................................. 0.78 0.74 2.29 1.10 </TABLE> 5
ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) <TABLE> <CAPTION> Three Months Ended Nine Months Ended (In thousands) September 30, September 30, ------------------------------ ------------------------------ 2001 2000 2001 2000 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Cash flows from operating activities: Net income ................................................. $ 72,797 $ 64,644 $ 211,134 $ 95,735 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Cumulative effect of change in accounting principle-adoption of FASB Stmt No. 133 ............. -- -- 7,159 -- Provision for loan losses .............................. 21,470 8,119 46,477 19,581 Depreciation of premises and equipment ................. 14,422 12,077 41,231 34,895 Amortization ........................................... 16,983 12,573 45,982 37,144 Accretion of unearned income and fees, net of related costs ...................................... 12,160 4,338 15,388 11,862 Income (loss) to minority interest ..................... (3,251) 1,043 (6,638) 1,254 Proceeds from sales of trading account securities ...... 56,246,594 14,648,618 148,299,208 92,289,053 Increase in trading account securities ................. (56,364,996) (14,729,355) (148,395,873) (92,382,015) Investment securities gain, net ........................ (23,982) (5,768) (17,330) (9,224) Impairment loss on First Security Corporation common stock ....................................... -- -- -- 96,911 Proceeds from loans held for sale ...................... 142,253 108,035 399,103 390,520 Increase in loans held for sale ........................ (195,614) (148,238) (478,642) (412,629) Net gain on sales of loans, leases and other assets .... (16,913) (10,042) (45,815) (26,916) Net loss (gain) on other nonmarketable equity securities 13,554 (926) (4,503) 4,406 Change in accrued income taxes ......................... 24,801 22,170 113,335 37,699 Change in accrued interest receivable .................. (5,978) (27,527) 10,821 (36,947) Change in other assets ................................. 139,106 (114,958) (120,186) (219,869) Change in other liabilities ............................ 190,361 87,148 248,607 142,112 Change in accrued interest payable ..................... 10,188 9,806 (2,004) 12,581 Other, net ............................................. 1,030 (1,654) 14,537 (282) ------------- ------------- ------------- ------------- Net cash provided by (used in) operating activities 294,985 (59,897) 381,991 85,871 ------------- ------------- ------------- ------------- Cash flows from investing activities: Net increase in money market investments ................... (253,065) (42,042) (25,850) (245,020) Proceeds from sales of investment securities held to maturity ....................................... -- -- -- -- Proceeds from maturities of investment securities held to maturity ....................................... 560 115,137 1,806 664,489 Purchases of investment securities held to maturity ........ (3,331) (117,211) (3,331) (561,767) Proceeds from sales of investment securities available for sale ..................................... 1,840,385 759,309 3,432,905 1,015,572 Proceeds from maturities of investment securities available for sale ..................................... 600,849 31,317 2,713,235 111,268 Purchases of investment securities available for sale ...... (2,688,066) (558,509) (5,120,050) (1,009,994) Proceeds from sales of loans and leases .................... 524,130 649,929 1,007,781 942,063 Net increase in loans and leases ........................... (782,593) (752,022) (2,202,587) (2,059,769) Payments on leveraged leases ............................... -- (3,182) (4,870) (8,125) Principal collections on leveraged leases .................. -- 3,182 4,870 8,125 Proceeds from sales of premises and equipment .............. 6,568 3,386 8,750 8,369 Purchases of premises and equipment ........................ (23,762) (13,119) (72,082) (48,107) Proceeds from sales of other assets ........................ 5,016 2,865 13,242 11,769 Net cash received (paid) for acquisitions .................. (47,957) 13,946 216,082 13,946 ------------- ------------- ------------- ------------- Net cash provided by (used in) investing activities (821,266) 92,986 (30,099) (1,157,181) ------------- ------------- ------------- ------------- </TABLE> 6
Zions Bancorporation and Subsidiaries Consolidated Statement of Cash Flows (Continued) (Unaudited) <TABLE> <CAPTION> Three Months Ended Nine Months Ended (In thousands) September 30, September 30, ------------------------------ ------------------------------ 2001 2000 2001 2000 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Cash flows from financing activities: Net increase in deposits ................................... 264,366 430,454 654,315 882,498 Net change in short-term funds borrowed .................... 274,997 (401,207) (1,217,390) 276,771 Proceeds from FHLB advances over one year .................. -- 150,000 100,000 350,000 Payments on FHLB advances over one year .................... (567) (136,243) (22,636) (303,153) Proceeds from issuance of long-term debt ................... -- -- 201,914 -- Payments on long-term debt ................................. (36,202) (247) (68,842) (33,619) Cash paid to reacquire minority interest ................... -- -- (66,044) -- Proceeds from issuance of common stock ..................... 2,762 1,887 14,437 6,118 Payments to redeem common stock ............................ (28,987) (63) (28,987) (3,899) Dividends paid ............................................. (18,461) (17,389) (55,446) (59,361) ------------- ------------- ------------- ------------- Net cash provided by (used in) financing activities 457,908 27,192 (488,679) 1,115,355 ------------- ------------- ------------- ------------- Net increase (decrease) in cash and due from banks .............. (68,373) 60,281 (136,787) 44,045 Cash and due from banks at beginning of period .................. 978,838 882,064 1,047,252 898,300 ------------- ------------- ------------- ------------- Cash and due from banks at end of period ........................ $ 910,465 $ 942,345 $ 910,465 $ 942,345 ============= ============= ============= ============= Supplemental disclosures of cash flow information: Cash paid for: Interest ................................................... $ 143,765 $ 213,762 $ 516,195 $ 604,878 Income taxes ............................................... 6,492 18,501 32,166 41,057 Loans transferred to other real estate owned .................... 9,757 5,198 18,043 7,589 </TABLE> 7
ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) (Unaudited) <TABLE> <CAPTION> Nine Months Ended September 30, 2001 ------------------------------------------------------------------- Accumulated Other Comprehensive Income (Loss) ------------------------------- Net Unrealized Gains Net (Losses) on Unrealized Investments Gains on Total Common and Securi- Derivative Retained Shareholders' (In thousands) Stock tizations Instruments Subtotal Earnings Equity ---------- --------- -------- --------- ---------- ---------- <S> <C> <C> <C> <C> <C> <C> Balance, January 1, 2001 ..................................... $ 907,604 $ (3,644) $ (3,644) $ 874,884 $1,778,844 Comprehensive income: Net income for the period ................................. 211,134 211,134 Other comprehensive income: Net realized and unrealized holding gains during the period, net of income tax expense of $26,626 .......... 42,985 42,985 Reclassification for net realized gains recorded in operations, net of income tax expense of $6,628 ....... (10,702) (10,702) Change in net unrealized gains on derivative instruments, net of reclassification to operations of $12,856 and income tax expense of $7,095 ...................... 11,454 11,454 Cumulative effect of change in accounting principle, adoption of FASB Statement No. 133, net of income tax expense of $21,245 ......................... 13,259 21,266 34,525 --------- -------- --------- Other comprehensive income .............................. 45,542 32,720 78,262 78,262 ---------- Total comprehensive income ................................ 289,396 Cash dividends--common, $.60 per share ....................... (55,446) (55,446) Issuance of common shares for acquisitions ................... 206,663 25,699 232,362 Stock redeemed and retired ................................... (28,987) (28,987) Stock options exercised, net of shares tendered and retired .. 18,998 18,998 ---------- --------- -------- --------- ---------- ---------- Balance, September 30, 2001 .................................. $1,104,278 $ 41,898 $ 32,720 $ 74,618 $1,056,271 $2,235,167 ========== ========= ======== ========= ========== ========== Nine Months Ended September 30, 2000 ------------------------------------------------------------------- Accumulated Other Comprehensive Income (Loss) ------------------------------- Net Unrealized Gains (Losses) on Investments Total Common and Securi- Retained Shareholders' (In thousands) Stock tizations Subtotal Earnings Equity ---------- --------- --------- ---------- ---------- Balance, January 1, 2000 ..................................... $ 888,231 $ (4,158) $ (4,158) $ 775,765 $1,659,838 Comprehensive income: Net income for the period ................................. 95,735 95,735 Other comprehensive income (loss): Net realized and unrealized holding losses during the period, net of income tax benefit of $38,512 ...... (62,174) (62,174) Reclassification for net realized losses recorded in operations, net of income tax benefit of $33,540 ...... 54,147 54,147 --------- --------- Other comprehensive loss ................................ (8,027) (8,027) (8,027) ---------- Total comprehensive income ................................ 87,708 Cash dividends--common, $.69 per share ....................... (59,361) (59,361) Issuance of common shares for acquisitions ................... 9,853 14,172 24,025 Stock redeemed and retired ................................... (3,899) (3,899) Stock options exercised, net of shares tendered and retired .. 7,384 7,384 ---------- --------- --------- ---------- ---------- Balance, September 30, 2000 .................................. $ 901,569 $ (12,185) $ (12,185) $ 826,311 $1,715,695 ========== ========= ========= ========== ========== </TABLE> Total comprehensive income for the three months ended September 30, 2001 and 2000 was $72,619 and $72,781, respectively. 8
ZIONS BANCORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) September 30, 2001 BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three- and nine-month periods ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. The balance sheet at December 31, 2000 is from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Zions Bancorporation's Annual Report on Form 10-K for the year ended December 31, 2000. MERGERS AND ACQUISITIONS In July 2001, the Company completed three acquisitions of companies providing e-commerce solutions. The Company acquired Internet Commerce Express, Inc. based in Nashua, New Hampshire; ThinkXML, Inc. based in Rockville, Maryland; and purchased assets of Frontier Technologies Corporation, based in Mequon, Wisconsin. Consideration for the acquisitions consisted of approximately $50 million in cash and the issuance of approximately 112 thousand shares of common stock. The acquired companies were subsequently merged into Internet Commerce Express, Inc., and in October 2001, the company's name was changed to Lexign, Inc. In July 2001, the Company also announced that it had signed a definitive agreement under which Minnequa Bank of Pueblo ("Minnequa") headquartered in Pueblo, Colorado, will merge with and into the Company's subsidiary, Vectra Bank Colorado. As of September 30, 2001, Minnequa had assets of approximately $336 million, total deposits of approximately $309 million, and five banking offices. The acquisition is expected to close during the fourth quarter of 2001. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES On January 1, 2001, the Company adopted Financial Accounting Standards Board (FASB) Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. Statement No. 133, as amended by Statement Nos. 137 and 138, establishes accounting and reporting standards for derivative instruments and hedging activities. 9
ZIONS BANCORPORATION AND SUBSIDIARIES The adoption of Statement No. 133, as amended, resulted in transition adjustments presented as a cumulative effect of a change in accounting principle in the statement of income and in the statement of changes in shareholders' equity and comprehensive income (loss). The transition adjustments relate to recording the fair value of derivatives on the balance sheet, and to the effect of transferring certain held-to-maturity investments to either the trading or available-for-sale categories, as allowed by the Statement's transition provisions. In the statement of income for the nine months ended September 30, 2001, the transition adjustments resulted in a reduction to net income of $7.2 million, consisting of $.3 million, net of tax benefit of $.2 million, to record the fair value of derivatives on the balance sheet, and $6.9 million, net of tax benefit of $4.3 million, to reclassify certain investment securities. In the related statement of changes in shareholders' equity and comprehensive income (loss), the transition adjustments resulted in an increase to accumulated other comprehensive income of $34.5 million, consisting of $21.3 million, net of tax expense of $13.2 million, to record the fair value of derivatives on the balance sheet, and $13.2 million, net of tax expense of $8.0 million, to reclassify certain investment securities. DEBT FINANCING In May 2001, the Company issued $200 million in subordinated debt through Zions Financial Corp., a newly formed subsidiary. The debt consists of fixed/floating rate notes unconditionally guaranteed by Zions Bancorporation. The notes mature in May 2011 and bear interest at 6.95% through May 2006 and at one-month LIBOR plus 2.86% thereafter until maturity. The notes are redeemable in whole or in part at the option of Zions Financial Corp. on or after May 15, 2006 at a redemption price equal to 100% of the principal amount of the notes being redeemed. The notes were originally issued through a private placement; however, they were registered with the Securities and Exchange Commission in August 2001. In October 2001, Zions Bancorporation issued an additional $200 million in subordinated debt in a private placement transaction. The debt carries registration rights requiring the Company to file a registration statement to cover an exchange of the notes for a series of notes with substantially identical terms within 180 days of the date of the offering circular and to consummate the exchange of the notes within 45 days of the effective date of the registration statement. The debt consists of fixed/floating rate notes maturing in October 2011. The notes bear interest at 6.50% through October 2006 and at one-month LIBOR plus 3.01% thereafter until maturity. The notes are redeemable in whole or in part at the option of the Company on or after October 15, 2006 at a redemption price equal to 100% of the principal amount of the notes being redeemed. RECENT ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. Statement No. 141 supersedes certain previous accounting guidance on business combinations, and eliminates the pooling-of-interest method of accounting unless the business combination was initiated prior to July 1, 2001. Certain changes were also made to the criteria used to recognize intangible assets apart from goodwill. The Statement is effective for any business combination completed after June 30, 2001. 10
ZIONS BANCORPORATION AND SUBSIDIARIES Statement No. 142 also supersedes certain previous accounting rules for the amortization of goodwill and intangible assets. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized, but will be subject to specified annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. This Statement will be effective for the Company beginning January 1, 2002. Until the Statement is adopted, transition rules provide for amortization of goodwill and intangible assets acquired before June 30, 2001. Application of the nonamortization provisions of Statement No. 142 is estimated to increase net income by approximately $34 million ($0.36 per diluted share) per year. Also, beginning in 2002, the Company will perform the first of the required impairment tests of goodwill and indefinite lived intangible assets as of January 1, 2002, and has not yet determined what effect the results of these tests will have on the Company's operations and financial position. SUBSIDIARY COMPANY STOCK OPTIONS AND WARRANTS Digital Signature Trust Co. (DST), a majority-owned subsidiary of the Company's wholly-owned subsidiary, Zions First National Bank, has stock options and warrants outstanding to employees and others to purchase approximately 5,406,000 shares of DST common stock at September 30, 2001. The options and warrants are not included in the Company's calculation of diluted earnings per share because they are antidilutive. OPERATING SEGMENT INFORMATION The Company manages its operations and prepares management reports with a primary focus on geographical area. All segments presented, except for the segment defined as "other," are based on commercial banking operations. Zions First National Bank and subsidiaries operates 128 branches in Utah and 22 in Idaho. California Bank & Trust operates 95 branches in Northern and Southern California. Nevada State Bank and subsidiaries operates 59 offices in Nevada. National Bank of Arizona operates 49 branches in Arizona. Vectra Bank Colorado operates 53 branches in Colorado and one branch in New Mexico. The Commerce Bank of Washington operates one branch in the state of Washington. The operating segment defined as "other" includes the parent company, smaller nonbank operating units, and eliminations of transactions between segments. The accounting policies of the individual segments are the same as those of the Company. The Company allocates centrally provided services to the business segments based upon estimated usage of those services. 11
ZIONS BANCORPORATION AND SUBSIDIARIES The following table presents selected operating segment information for the three months ended September 30, 2001 and September 30, 2000: <TABLE> <CAPTION> Zions First National Bank California Bank Nevada State Bank National Bank and Subsidiaries & Trust and Subsidiaries of Arizona ------------------- --------------- ---------------- ---------------------- (Amounts in millions) 2001 2000 2001 2000 2001 2000 2001 2000 -------- -------- ------ ------ ------ ------ --------- --------- <S> <C> <C> <C> <C> <C> <C> <C> <C> CONDENSED INCOME STATEMENT Net interest income ........................ $ 81.6 $ 60.5 $ 90.3 $ 76.2 $ 28.6 $ 25.6 $ 26.1 $ 25.2 Provision for loan losses .................. 15.2 2.8 0.7 -- 2.6 1.8 0.2 0.9 Noninterest income ......................... 59.6 41.8 23.7 10.4 6.0 5.9 4.0 4.0 Merger expense and amortization of goodwill and core deposit intangibles . 0.5 (0.4) 9.1 4.5 0.4 0.4 1.2 0.7 Other noninterest expense .................. 71.2 55.0 59.0 46.0 19.2 20.6 15.3 13.3 Income tax expense (benefit) ............... 19.4 14.0 20.2 16.2 4.2 2.9 5.3 5.7 Minority interest .......................... (1.3) 0.2 -- -- -- -- -- -- -------- -------- ------ ------ ------ ------ --------- --------- Net income (loss) ..................... $ 36.2 $ 30.7 $ 25.0 $ 19.9 $ 8.2 $ 5.8 $ 8.1 $ 8.6 ======== ======== ====== ====== ====== ====== ========= ========= AVERAGE BALANCE SHEET DATA Total assets ............................... $ 9,659 $ 8,286 $8,428 $6,836 $2,391 $2,364 $ 2,567 $ 1,850 Net loans and leases ....................... 6,009 4,880 5,473 4,817 1,392 1,352 1,749 1,410 Total deposits ............................. 4,991 4,351 6,819 5,373 2,031 1,997 2,145 1,485 Vectra Bank The Commerce Bank Consolidated Colorado Of Washington Other Company ------------------- --------------- ---------------- ---------------------- (Amounts in millions) 2001 2000 2001 2000 2001 2000 2001 2000 -------- -------- ------ ------ ------ ------ --------- --------- CONDENSED INCOME STATEMENT Net interest income ........................ $ 21.5 $ 22.1 $ 5.4 $ 5.0 $ (6.3) $ (6.6) $ 247.2 $ 208.0 Provision for loan losses .................. 2.6 2.2 0.2 0.3 0.0 0.1 21.5 8.1 Noninterest income ......................... 7.0 6.5 0.1 0.4 7.9 6.3 108.3 75.3 Merger expense and amortization of goodwill and core deposit intangibles . 3.3 3.3 -- -- 3.3 2.3 17.8 10.8 Other noninterest expense .................. 19.9 18.0 2.2 2.1 18.6 8.1 205.4 163.1 Income tax expense (benefit) ............... 1.8 2.6 1.0 1.0 (10.7) (6.8) 41.2 35.6 Minority interest .......................... -- -- -- -- (1.9) 0.9 (3.2) 1.1 -------- -------- ------ ------ ------ ------ --------- --------- Net income (loss) ..................... $ 0.9 $ 2.5 $ 2.1 $ 2.0 $ (7.7) $ (4.9) $ 72.8 $ 64.6 ======== ======== ====== ====== ====== ====== ========= ========= AVERAGE BALANCE SHEET DATA Total assets ............................... $ 2,258 $ 2,155 $ 486 $ 446 $(1,271) $ 48 $ 24,518 $ 21,985 Net loans and leases ....................... 1,577 1,415 268 235 77 38 16,545 14,147 Total deposits ............................. 1,412 1,390 353 299 (568) (68) 17,183 14,827 </TABLE> 12
ZIONS BANCORPORATION AND SUBSIDIARIES The following table presents selected operating segment information for the nine months ended September 30, 2001 and September 30, 2000: <TABLE> <CAPTION> Zions First National Bank California Bank Nevada State Bank National Bank and Subsidiaries & Trust and Subsidiaries of Arizona ------------------- --------------- ---------------- ---------------------- (Amounts in millions) 2001 2000 2001 2000 2001 2000 2001 2000 -------- -------- ------ ------ ------ ------ --------- --------- <S> <C> <C> <C> <C> <C> <C> <C> <C> CONDENSED INCOME STATEMENT Net interest income ........................ $ 220.5 $ 169.3 $248.5 $219.8 $ 85.2 $ 76.0 $ 76.3 $ 66.6 Provision for loan losses .................. 26.9 5.3 2.2 -- 7.6 6.3 1.1 2.6 Noninterest income ......................... 177.1 116.0 73.4 31.2 17.8 17.8 11.8 10.8 Merger expense and amortization of goodwill and core deposit intangibles . 3.1 4.1 20.8 19.1 1.1 5.5 2.6 1.6 Other noninterest expense .................. 209.0 159.6 169.6 137.2 58.9 56.1 45.5 36.1 Income tax expense (benefit) ............... 54.4 35.7 56.8 42.8 12.0 8.6 15.5 14.7 Minority interest .......................... (2.0) (1.2) -- -- -- -- -- -- Cumulative effect - adoption of FASB 133 ... (5.3) -- (1.3) -- (0.6) -- -- -- -------- -------- ------ ------ ------ ------ --------- --------- Net income (loss) ..................... $ 100.9 $ 81.8 $ 71.2 $ 51.9 $ 22.8 $ 17.3 $ 23.4 $ 22.4 ======== ======== ====== ====== ====== ====== ========= ========= AVERAGE BALANCE SHEET DATA Total assets ............................... $ 9,145 $ 8,272 $7,744 $6,676 $2,367 $2,346 $ 2,343 $ 1,688 Net loans and leases ....................... 5,537 4,482 5,285 4,683 1,380 1,356 1,669 1,292 Total deposits ............................. 4,535 4,087 6,373 5,367 2,027 1,969 1,965 1,321 Vectra Bank The Commerce Bank Consolidated Colorado Of Washington Other Company ------------------- --------------- ---------------- ---------------------- (Amounts in millions) 2001 2000 2001 2000 2001 2000 2001 2000 -------- -------- ------ ------ ------ ------ --------- --------- CONDENSED INCOME STATEMENT Net interest income ........................ $ 64.4 $ 65.8 $ 16.5 $ 14.7 $(13.4) $(18.6) $ 698.0 $ 593.6 Provision for loan losses .................. 7.8 4.6 1.0 0.8 (0.1) -- 46.5 19.6 Noninterest income ......................... 19.1 15.6 0.9 1.2 13.9 (83.0) 314.0 109.6 Merger expense and amortization of goodwill and core deposit intangibles . 9.7 10.3 -- -- 5.4 31.5 42.7 72.1 Other noninterest expense .................. 58.7 54.8 7.2 6.5 40.9 19.1 589.8 469.4 Income tax expense (benefit) ............... 5.0 6.5 3.1 2.9 (25.5) (66.1) 121.3 45.1 Minority interest .......................... -- -- -- -- (4.6) 2.5 (6.6) 1.3 Cumulative effect - adoption of FASB 133 ... -- -- -- -- -- -- (7.2) -- -------- -------- ------ ------ ------ ------ --------- --------- Net income (loss) ..................... $ 2.3 $ 5.2 $ 6.1 $ 5.7 $(15.6) $(88.6) $ 211.1 $ 95.7 ======== ======== ====== ====== ====== ====== ========= ========= AVERAGE BALANCE SHEET DATA Total assets ............................... $ 2,228 $ 2,157 $ 508 $ 426 $ (876) $ 36 $ 23,459 $ 21,601 Net loans and leases ....................... 1,533 1,397 254 217 69 30 15,727 13,457 Total deposits ............................. 1,406 1,424 363 297 (242) (68) 16,427 14,397 </TABLE> For the nine months ended September 30, 2000, the "other" operating segment includes the impairment loss on the First Security Corporation common stock in noninterest income and part of the merger-related expense in noninterest expense. 13
ZIONS BANCORPORATION AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------ FINANCIAL HIGHLIGHTS (Unaudited) <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, --------------------------------------- ------------------------------------------- (In thousands, except per share and ratio data) 2001 2000 % Change 2001 2000 % Change ------------ ------------ -------- ------------ ------------ -------- <S> <C> <C> <C> <C> <C> <C> EARNINGS Taxable-equivalent net interest income ........ $ 252,214 $ 212,902 18.46 % $ 713,074 $ 606,841 17.51 % Net interest income ........................... 247,113 208,029 18.79 % 697,968 593,619 17.58 % Noninterest income (3) ........................ 108,309 75,349 43.74 % 313,971 206,548 52.01 % Impairment loss First Security Corporation common stock (1) ........................... -- -- -- (96,911) Provision for loan losses ..................... 21,470 8,119 164.44 % 46,477 19,581 137.36 % Noninterest expense ........................... 223,199 173,926 28.33 % 632,508 541,550 16.80 % Income before income taxes .................... 110,753 101,333 9.30 % 332,954 142,125 134.27 % Income taxes .................................. 41,207 35,646 15.60 % 121,299 45,136 168.74 % Minority interest ............................. (3,251) 1,043 411.70)% (6,638) 1,254 (629.35)% Cumulative effect of adoption of FASB Stmt 133 -- -- (7,159) -- -- Net income .................................... 72,797 64,644 12.61 % 211,134 95,735 120.54 % PER COMMON SHARE Net income (diluted) before cumulative effect . 0.78 0.74 5.41 % 2.37 1.10 115.45 % Cumulative effect of adoption of FASB Stmt 133 -- -- (0.08) -- Net income (diluted) .......................... 0.78 0.74 5.41 % 2.29 1.10 108.18 % Dividends ..................................... 0.20 0.20 0.00 % 0.60 0.69 (13.04)% Book value .................................... 24.29 19.73 23.11 % SELECTED RATIOS Return on average assets ...................... 1.18 % 1.17 % 1.20% 0.59% Return on average common equity ............... 12.96 % 15.24 % 13.50% 7.75% Efficiency ratio (3) .......................... 61.91 % 60.34 % 61.59% 66.58% Net interest margin ........................... 4.65 % 4.34 % 4.63% 4.24% OPERATING CASH EARNINGS (2) (3) Taxable-equivalent net interest income ........ $ 252,214 $ 212,902 18.46 % $ 713,074 $ 606,841 17.51 % Net interest income ........................... 247,113 208,029 18.79 % 697,968 593,619 17.58 % Noninterest income ............................ 108,309 75,349 43.74 % 313,971 206,548 52.01 % Provision for loan losses ..................... 21,470 8,119 164.44 % 46,477 19,581 137.36 % Noninterest expense ........................... 205,372 163,104 25.91 % 589,818 469,436 25.64 % Income before income taxes .................... 128,580 112,155 14.64 % 375,644 311,150 20.73 % Income taxes .................................. 44,660 37,252 19.89 % 128,458 102,550 25.26 % Minority interest ............................. (3,251) 1,226 (365.17)% (6,438) 1,957 (428.97)% Net income before cumulative effect of adoption 87,171 73,677 18.32 % 253,624 206,643 22.74 % of FASB Stmt 133 PER COMMON SHARE Net income (diluted) .......................... 0.93 0.84 10.71 % 2.76 2.38 15.97 % Dividends ..................................... 0.20 0.20 0.00 % 0.60 0.69 (13.04)% Book value .................................... 14.95 12.39 20.66 % SELECTED RATIOS Return on average assets ...................... 1.46 % 1.37 % 1.49 % 1.32% Return on average common equity ............... 25.44 % 28.08 % 25.68 % 27.68% Efficiency ratio .............................. 56.97 % 56.58 % 57.43 % 57.71% Net interest margin ........................... 4.65 % 4.34 % 4.63 % 4.24% </TABLE> (1) This investment was written down to $14.11 per common share. (2) Before amortization of goodwill, amortization of core deposit and other intangible assets, merger related expense and the cumulative effect of adoption of FASB Statement No. 133. (3) Excludes impairment loss on First Security Corporation common stock. 14
ZIONS BANCORPORATION AND SUBSIDIARIES FINANCIAL HIGHLIGHTS (Continued) (Unaudited) <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, --------------------------------------- ------------------------------------------- (In thousands, except per share and ratio data) 2001 2000 % Change 2001 2000 % Change ------------ ------------ -------- ------------ ------------ -------- <S> <C> <C> <C> <C> <C> <C> AVERAGE BALANCES Total assets .................................. $ 24,518,033 $ 21,984,703 11.52 % $ 23,459,391 $ 21,601,431 8.60 % Securities .................................... 4,004,646 4,520,932 (11.42)% 3,927,668 4,559,030 (13.85)% Net loans and leases .......................... 16,545,117 14,146,953 16.95 % 15,726,967 13,456,781 16.87 % Goodwill ...................................... 753,783 568,759 32.53 % 673,389 575,279 17.05 % Core deposit and other intangibles ............ 116,178 74,554 55.83 % 96,726 77,724 24.45 % Total deposits ................................ 17,182,559 14,827,126 15.89 % 16,426,779 14,397,494 14.09 % Minority interest ............................. 20,688 39,663 (47.84)% 34,278 39,833 (13.95)% Shareholders' equity .......................... 2,229,326 1,686,998 32.15 % 2,090,680 1,650,378 26.68 % Weighted average common and common- equivalent shares outstanding .............. 93,509,495 87,610,312 6.73 % 92,042,138 86,835,969 6.00 % AT PERIOD END Total assets .................................. 24,255,570 21,924,319 10.63 % Securities .................................... 3,680,612 4,262,024 (13.64)% Net loans and leases .......................... 16,776,620 14,068,994 19.25 % Sold loans being serviced (1) ................. 2,256,379 1,684,927 33.92 % Allowance for loan losses ..................... 245,862 200,401 22.69 % Goodwill ...................................... 744,033 565,306 31.62 % Core deposit and other intangibles ............ 115,666 72,951 58.55 % Total deposits ................................ 17,434,450 15,167,675 14.94 % Minority interest ............................. 13,614 39,576 (65.60)% Shareholders' equity .......................... 2,235,167 1,715,695 30.28 % Common shares outstanding ..................... 92,001,233 86,964,292 5.79 % Average equity to average assets .............. 9.09% 7.67% 8.91% 7.64% Common dividend payout ........................ 25.36% 26.90% 26.26% 38.16%(2) Nonperforming assets .......................... 108,602 75,625 43.61 % Loans past due 90 days or more ................ 46,780 22,752 105.61 % Nonperforming assets to net loans and leases, other real estate owned and other nonperforming assets at September 30 ....... 0.65% 0.54% </TABLE> (1) Amount represents the outstanding balance of loans sold and being serviced by the Company, excluding conforming first mortgage residential real estate loans. (2) Excludes impairment loss on First Security Corporation common stock. 15
ZIONS BANCORPORATION AND SUBSIDIARIES OPERATING RESULTS Zions Bancorporation and subsidiaries (the Company) achieved net income of $72.8 million or $0.78 per diluted share for the third quarter of 2001, an increase of 12.6% and 5.4%, respectively, over the $64.6 million or $0.74 per diluted share earned in the third quarter of 2000. Net income for the quarter before merger-related charges of $2.6 million ($0.03 per share) was $75.4 million, or $0.81 per share, representing an increase of 14.7% and 8.0%, respectively, over the $65.7 million, or $0.75 per share earned before merger-related charges for the third quarter of 2000. Consolidated net income was $211.1 million or $2.29 per diluted share for the first nine months of 2001, compared to $95.7 million or $1.10 per diluted share for the first nine months of 2000. In 2001, net income included merger-related charges of $4.7 million ($0.05 per share) and nonrecurring charges related to the reclassification of investment securities and the related cumulative effect of a change in accounting principle totaling $7.2 million ($0.08 per share). In 2000, net income included $87.2 million ($1.00 per share) mainly related to the Company's terminated merger with First Security Corporation, including a write-down to market value of its investment in First Security Corporation common stock. The annualized return on average assets for the third quarter of 2001 was 1.18% compared to 1.17% for the third quarter of 2000 and 1.24% for the second quarter of 2001. The annualized return on average common shareholders' equity was 12.96% for the quarter, compared to 15.24% for the third quarter of 2000 and 13.67% for the second quarter of 2001. The Company's "efficiency ratio," or noninterest expenses as a percentage of total taxable-equivalent net revenues for the third quarter was 61.91% compared to 60.34% for the third quarter of 2000 and 61.64% for the second quarter of 2001. For the first nine months of 2001, the annualized return on average assets was 1.20% compared to 0.59% for the same period in 2000. The annualized return on average common shareholders' equity was 13.50% for the first nine months of 2001 compared to 7.75% for the first nine months of 2000. The Company's third quarter $8.2 million (12.6%) increase in earnings compared to the same period the previous year reflects a $39.1 million (18.8%) increase in net interest income, a $33.0 million (43.7%) increase in noninterest income and a $4.3 million increase resulting from changes to the minority interest, partially offset by a $13.4 million (164.4%) increase in the provision for loan losses, a $49.3 million (28.3%) increase in noninterest expense, and a $5.6 million (15.6%) increase in income taxes. For the first nine months of 2001 compared to the same period the previous year, the $115.4 million (120.5%) increase in net income results from a $104.3 million (17.6%) increase in net interest income, a $107.4 million (52.0%) increase in noninterest income, excluding the $96.9 million impairment loss on First Security Corporation common stock in 2000, and a $7.9 million increase resulting from changes to the minority interest, offset by a $26.9 million (137.4%) increase in the provision for loan losses, a $91.0 million (16.8%) increase in noninterest expense, a $76.2 million (168.7%) increase in income taxes, and the $7.2 million cumulative effect of a change in accounting principle. 16
ZIONS BANCORPORATION AND SUBSIDIARIES OPERATING CASH EARNINGS RESULTS The Company also provides its earnings performance on an operating cash basis because it believes its cash performance gives a better reflection of its financial position and shareholder value creation, and better demonstrates its ability to support growth, pay dividends, and repurchase stock, than providing only reported net income. Operating cash earnings are earnings before amortization of goodwill, amortization of core deposit and other intangible assets, merger-related expenses and the cumulative effect of adoption of FASB Statement No.133. Operating cash earnings for the third quarter of 2001 were $87.2 million or $0.93 per diluted share, an increase of 18.3% and 10.7%, respectively, over the $73.7 million or $0.84 per diluted share earned in the third quarter of 2000. Operating cash earnings for the third quarter of 2001 increased 3.1% over the $84.5 million earned during the second quarter of 2001. Operating cash earnings per diluted share for the third quarter of 2001 increased 2.2% from the $0.91 for the second quarter of 2001. Year-to-date operating cash earnings were $253.6 million or $2.76 per diluted share, an increase of 22.7% and 16.0%, respectively, over the $206.6 million or $2.38 per diluted share earned for the first nine months of 2000. The operating cash annualized return on average assets for the third quarter and for the first nine months of 2001 was 1.46% and 1.49% compared to 1.37% and 1.32%, respectively, in 2000. Operating cash annualized return on average common shareholders' equity was 25.44% and 25.68% for the third quarter and for the first nine months of 2001, compared to 28.08% and 27.68% for the same periods in 2000. The Company's cash efficiency ratio for the third quarter and for the first nine months of 2001 was 56.97% and 57.43%, respectively, compared to 56.58% and 57.71% for the same periods in 2000. NET INTEREST INCOME AND INTEREST RATE SPREADS Net interest income for the third quarter of 2001, adjusted to a fully taxable-equivalent basis, increased 18.5% to $252.2 million compared to $212.9 million for the third quarter of 2000, and increased 5.0% from $240.2 million for the second quarter of 2001. Net interest margin was 4.65% for the third quarter of 2001, compared to 4.34% for the third quarter of 2000 and 4.63% for the second quarter of 2001. Nine-month net interest income, on a fully taxable-equivalent basis, was $713.1 million in 2001, an increase of 17.5% compared to $606.8 million for the first nine months of 2000. Net interest margin for the first nine months of 2001 was 4.63%, compared to 4.24% for the first nine months of 2000. The increased margins for 2001 compared to 2000 result primarily from a more attractive balance sheet composition including strong loan growth and a decrease in borrowed funds. The yield on average earning assets decreased 126 basis points during the third quarter of 2001 as compared to the third quarter of 2000, and 46 basis points from the second quarter of 2001. The average rate paid this quarter on interest-bearing funds decreased 177 basis points from the third quarter of 2000 and 56 basis points from the second quarter of 2001. Comparing the first nine months of 2001 with 2000, the yield on average earning assets decreased 49 basis points, while the cost of interest-bearing funds decreased 95 basis points. The spread on average interest-bearing funds for the third quarter of 2001 was 4.06%, up from 3.55% for the third quarter of 2000 and up from the 3.96% for the second quarter of 2001. The spread on average interest-bearing funds for the first nine months of 2001 was 3.96%, up from 3.50% for the first nine months of 2000. 17
ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (Unaudited) <TABLE> <CAPTION> Three Months Ended Three Months Ended September 30, 2001 September 30, 2000 ------------------------------------- ------------------------------------- Average Amount of Average Average Amount of Average (In thousands) Balance Interest (1) Rate Balance Interest (1) Rate ------------ ------------ ------- ------------ ------------ ------- <S> <C> <C> <C> <C> <C> <C> ASSETS Money market investments .................... $ 951,542 $ 8,400 3.50% $ 829,986 $ 14,865 7.13% Securities: Held to maturity ......................... 51,934 744 5.68% 3,287,182 56,852 6.88% Available for sale ....................... 3,303,907 49,788 5.98% 670,415 11,680 6.93% Trading account .......................... 648,805 7,026 4.30% 563,335 9,027 6.37% ------------ ------------ ------------ ------------ Total securities ....................... 4,004,646 57,558 5.70% 4,520,932 77,559 6.82% ------------ ------------ ------------ ------------ Loans: Loans held for sale ...................... 223,267 2,905 5.16% 214,181 4,180 7.76% Net loans and leases (2) ................. 16,321,850 337,476 8.20% 13,932,772 332,751 9.50% ------------ ------------ ------------ ------------ Total loans ............................ 16,545,117 340,381 8.16% 14,146,953 336,931 9.47% ------------ ------------ ------------ ------------ Total interest-earning assets ............... 21,501,305 406,339 7.50% 19,497,871 429,355 8.76% ------------ ------------ Cash and due from banks ..................... 844,534 803,148 Allowance for loan losses ................... (235,062) (201,328) Goodwill .................................... 753,783 568,759 Core deposit and other intangibles .......... 116,178 74,554 Other assets ................................ 1,537,295 1,241,699 ------------ ------------ Total assets ........................... $ 24,518,033 $ 21,984,703 ============ ============ LIABILITIES Interest-bearing deposits: Savings and NOW deposits ................. $ 2,121,213 8,022 1.50% $ 1,740,097 9,788 2.24% Money market super NOW deposits .......... 7,209,070 51,820 2.85% 6,307,317 76,308 4.81% Time under $100,000 ...................... 2,165,461 26,740 4.90% 1,678,696 22,292 5.28% Time over $100,000 ....................... 1,564,209 19,142 4.86% 1,583,581 23,586 5.93% Foreign deposits ......................... 101,392 727 2.84% 126,474 1,308 4.11% ------------ ------------ ------------ ------------ Total interest-bearing deposits ........ 13,161,345 106,451 3.21% 11,436,165 133,282 4.64% ------------ ------------ ------------ ------------ Borrowed funds: Securities sold, not yet purchased ....... 317,852 3,587 4.48% 305,514 4,823 6.28% Federal funds purchased and security repurchase agreements .................. 2,770,058 22,898 3.28% 2,432,995 37,183 6.08% Commercial paper ......................... 352,106 3,511 3.96% 318,664 5,459 6.82% FHLB advances and other borrowings: Less than one year ..................... 320,339 3,270 4.05% 1,471,192 24,984 6.76% Over one year .......................... 231,360 2,935 5.03% 168,173 2,667 6.31% Long-term debt ........................... 623,715 11,473 7.30% 396,898 8,055 8.07% ------------ ------------ ------------ ------------ Total borrowed funds ................... 4,615,430 47,674 4.10% 5,093,436 83,171 6.50% ------------ ------------ ------------ ------------ Total interest-bearing liabilities .......... 17,776,775 154,125 3.44% 16,529,601 216,453 5.21% ------------ ------------ Noninterest-bearing deposits ................ 4,021,214 3,390,961 Other liabilities ........................... 470,030 337,480 ------------ ------------ Total liabilities ........................... 22,268,019 20,258,042 Minority interest ........................... 20,688 39,663 Total shareholders' equity .................. 2,229,326 1,686,998 ------------ ------------ Total liabilities and shareholders' equity .. $ 24,518,033 $ 21,984,703 ============ ============ Spread on average interest-bearing funds .... 4.06% 3.55% Net interest income and net yield on interest-earning assets ................... $ 252,214 4.65% $ 212,902 4.34% ============ ============ </TABLE> (1) Taxable-equivalent-rates used where applicable. (2) Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans. 18
ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (Unaudited) <TABLE> <CAPTION> Nine Months Ended Nine Months Ended September 30, 2001 September 30, 2000 ------------------------------------- ------------------------------------- Average Amount of Average Average Amount of Average (In thousands) Balance Interest (1) Rate Balance Interest (1) Rate ------------ ------------ ------- ------------ ------------ ------- <S> <C> <C> <C> <C> <C> <C> ASSETS Money market investments .................... $ 935,236 $ 30,065 4.30% $ 1,106,070 $ 53,267 6.43% Securities: Held to maturity ......................... 51,758 2,525 6.52% 3,292,740 166,735 6.76% Available for sale ....................... 3,226,011 158,319 6.56% 675,675 32,504 6.43% Trading account .......................... 649,899 25,221 5.19% 590,615 27,695 6.26% ------------ ------------ ------------ ------------ Total securities ....................... 3,927,668 186,065 6.33% 4,559,030 226,934 6.65% ------------ ------------ ------------ ------------ Loans: Loans held for sale ...................... 203,235 9,147 6.02% 193,529 10,760 7.43% Net loans and leases (2) ................. 15,523,732 1,005,389 8.66% 13,263,252 922,921 9.29% ------------ ------------ ------------ ------------ Total loans ............................ 15,726,967 1,014,536 8.62% 13,456,781 933,681 9.27% ------------ ------------ ------------ ------------ Total interest-earning assets ............... 20,589,871 1,230,666 7.99% 19,121,881 1,213,882 8.48% ------------ ------------ Cash and due from banks ..................... 822,712 834,826 Allowance for loan losses ................... (221,474) (202,640) Goodwill .................................... 673,389 575,279 Core deposit and other intangibles .......... 96,726 77,724 Other assets ................................ 1,498,167 1,194,361 ------------ ------------ Total assets ........................... $ 23,459,391 $ 21,601,431 ============ ============ LIABILITIES Interest-bearing deposits: Savings and NOW deposits ................. $ 2,001,993 25,393 1.70% $ 1,780,447 29,363 2.20% Money market super NOW deposits .......... 6,920,012 180,372 3.48% 6,125,905 212,769 4.64% Time under $100,000 ...................... 2,052,569 78,285 5.10% 1,730,336 64,943 5.01% Time over $100,000 ....................... 1,552,073 65,164 5.61% 1,324,187 54,674 5.52% Foreign deposits ......................... 107,172 2,573 3.21% 137,072 4,909 4.78% ------------ ------------ ------------ ------------ Total interest-bearing deposits ........ 12,633,819 351,787 3.72% 11,097,947 366,658 4.41% ------------ ------------ ------------ ------------ Borrowed funds: Securities sold, not yet purchased ....... 344,302 13,434 5.22% 303,716 14,428 6.35% Federal funds purchased and security repurchase agreements .................. 2,684,572 82,835 4.13% 2,781,793 119,292 5.73% Commercial paper ......................... 323,244 11,853 4.90% 307,298 14,783 6.43% FHLB advances and other borrowings: Less than one year ..................... 474,405 19,909 5.61% 1,235,560 59,835 6.47% Over one year .......................... 178,118 7,171 5.38% 139,281 6,314 6.06% Long-term debt ........................... 536,181 30,603 7.63% 432,150 25,731 7.95% ------------ ------------ ------------ ------------ Total borrowed funds ................... 4,540,822 165,805 4.88% 5,199,798 240,383 6.18% ------------ ------------ ------------ ------------ Total interest-bearing liabilities .......... 17,174,641 517,592 4.03% 16,297,745 607,041 4.98% ------------ ------------ ------------ ------------ Noninterest-bearing deposits ................ 3,792,960 3,299,547 Other liabilities ........................... 366,832 313,928 ------------ ------------ Total liabilities ........................... 21,334,433 19,911,220 Minority interest ........................... 34,278 39,833 Total shareholders' equity .................. 2,090,680 1,650,378 ------------ ------------ Total liabilities and shareholders' equity .. $ 23,459,391 $ 21,601,431 ============ ============ Spread on average interest-bearing funds .... 3.96% 3.50% Net interest income and net yield on interest-earning assets .................. $ 713,074 4.63% $ 606,841 4.24% ============ ============ </TABLE> (1) Taxable-equivalent-rates used where applicable. (2) Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans. 19
ZIONS BANCORPORATION AND SUBSIDIARIES PROVISION FOR LOAN LOSSES The provision for loan losses increased 164.4% to $21.5 million for the third quarter of 2001, compared to $8.1 million for the third quarter of 2000, and increased 76.2% from the $12.2 million for the second quarter of 2001. The increase in the provision for the third quarter of 2001 reflects management's evaluation of its various portfolios, the effects of local market economics, statistical trends and other various economic factors. See related "Allowance for Loan Losses" following. The provision for loan losses for the first nine months of 2001 totaled $46.5 million, 137.4% more than the $19.6 million provision for the first nine months of 2000. On an annualized basis, the year-to-date provision is 0.39% of average loans for 2001 compared to 0.19% for 2000. The provision for loan losses reflects management's judgment of the expense required to maintain an adequate allowance for loan losses. NONINTEREST INCOME Noninterest income for the third quarter of 2001 was $108.3 million, an increase of 43.7% from the $75.3 million for the third quarter of 2000, and an increase of 15.4% from the $93.9 million for the second quarter of 2001. Comparing the segments of noninterest income for the third quarter of 2001 with the third quarter of 2000, service charges on deposit accounts increased 37.7%, other service charges and fees increased 35.2%, investment securities gains (losses), net increased 315.8%, underwriting and trading income increased 54.0%, loan sales and servicing income increased 97.5% and other noninterest income decreased 79.2%. Service charges on deposit accounts for the third quarter of 2001 include income from the 2001 acquisitions of Draper Bancorp, Eldorado Bancshares, and the Arizona branches of Pacific Century Bank. Other service charges and fees include revenues from the above acquisitions and increased investment department fees. The third quarter of 2001 includes a gain of $20.6 million from a transaction involving the Company's investment in Concord EFS, Inc., and a gain of $3.3 million from the sale of other equity securities which are included in investment securities gains. The increase in loan sales and servicing income for the third quarter of 2001 compared to the third quarter of 2000 is primarily due to increases in loans sold into securitization facilities and to a gain from the sale of nonconforming first mortgage residential real estate loans consummated during the quarter. The decrease in other noninterest income is mainly due to venture fund nonmarketable equity security impairment write-downs of $14.0 million for the quarter and derivative gains of $4.2 million related to Concord EFS, Inc. The effect of the venture fund write-downs on income before income taxes was $11.5 million since the funds are not wholly owned and part of the losses are reflected in the $3.3 million loss allocable to minority interests. Noninterest income for the nine months ended September 30, 2001 was $314.0 million, an increase of 52.0% from the $206.5 million for same period in 2000, excluding the $96.9 million impairment loss on the First Security Corporation common stock. Comparing the segments of noninterest income for the first nine months of 2001 with the first nine months of 2000, excluding the $96.9 million impairment loss, service charges on deposit accounts increased 28.4%, other service charges, commissions and fees increased 31.3%, investment securities gains (losses), net increased 87.9%, underwriting and trading income increased 65.5%, loan sales and servicing income increased 89.6%, and other income increased 90.5%. The year-to-date increases in service charges on deposit accounts and other service charges and fees are attributable to the same factors previously discussed for the quarterly increases. The increased investment securities gains result mainly from the third quarter gains discussed previously net of $9.4 million of venture fund marketable equity security impairment losses 20
ZIONS BANCORPORATION AND SUBSIDIARIES recognized during the first quarter of 2001. Security gains for the first nine months of 2000 included $5.6 million recognized from the sale of First Security Corporation common stock. The increased loan sales and servicing income relate mainly to increased sales volumes in revolving securitizations and servicing fee income from a sale of SBA loans consummated during the third quarter of 2000. The year-to-date increase in other income is mainly attributable to a $50.2 million Star System (Concord EFS, Inc) nonmarketable security gain recognized in the first quarter of 2001 offset in part by the $14.0 million third quarter of 2001 valuation adjustment write-downs in nonmarketable venture capital investments. NONINTEREST EXPENSE Noninterest expense for the third quarter of 2001 was $223.2 million, an increase of 28.3% over $173.9 million for the third quarter of 2000 and an increase of 8.4% over the $205.9 million for the second quarter of 2001. Comparing significant changes in noninterest expense segments for the third quarter of 2001 with the third quarter of 2000, salaries and employee benefits increased 31.7%, occupancy increased 26.1%, legal and professional fees increased 103.9%, merger related expense increased 187.2%, amortization of goodwill and amortization of core deposit and other intangibles increased 44.8%, and the total of all other noninterest expenses increased 10.7%. Noninterest expense for the nine months ended September 30, 2001 was $632.5 million compared to $541.6 million for the nine months ended September 30, 2000, for an increase of 16.8%. Comparing significant changes in noninterest expense segments for the first nine months of 2001 with the comparable period in 2000, salaries and employee benefits increased 29.1%, occupancy increased 22.6%, legal and professional fees increased 55.1%, merger-related expense decreased 82.8%, amortization of goodwill and amortization of core deposit and other intangibles increased 25.7%, other noninterest expense increased 20.4%, and the total of all other noninterest expenses increased 15.4%. Noninterest expenses for the third quarter of 2001 and year-to-date are not directly comparable to the same periods of 2000 because of the acquisitions of Draper Bancorp, Eldorado Bancshares, the Arizona branches of Pacific Century Bank, and the companies merged into Lexign, Inc. during 2001. Salaries and benefits for the third quarter of 2001 include approximately $3.8 million of severance related to Digital Signature Trust and California Bank & Trust restructuring activities. The increase in legal and professional fees for the quarter and year-to-date is partly attributable to legal and accounting fees of approximately $2 million related to the Concord EFS, Inc. transaction and increased legal and consulting fees related to various e-commerce initiatives. The increased merger fees for the quarter are mainly related to the acquisition of the companies merged into Lexign, Inc. and conversion expenses related to the acquisition of Eldorado Bancshares. Merger-related expense for 2000 included approximately $44.2 million mainly related to a terminated merger agreement with First Security Corporation and the related disengagement process. At September 30, 2001, the Company had 7,697 full-time equivalent employees, 408 offices, and 539 ATMs, compared to 6,881 full-time equivalent employees, 375 offices, and 502 ATMs at September 30, 2000. 21
ZIONS BANCORPORATION AND SUBSIDIARIES INCOME TAXES The Company's income taxes increased 15.6% to $41.2 million for the third quarter of 2001 compared to $35.6 million for the third quarter of 2000. The Company's income taxes were $121.3 million for the first nine months of 2001, compared to $45.1 million for the first nine months of 2000. The Company's effective income tax rate was 37.2% for the third quarter of 2001, compared to 35.2% for the third quarter of 2000. The increased effective rate is mainly due to a lower percentage of nontaxable income for the third quarter of 2001. The effective income tax rate for the first nine months of 2001 was 36.4% compared to 31.8% for the first nine months of 2000. The lower rate in 2000 was due to the effect of merger costs and the impairment loss on First Security Corporation common stock, which were considered unusual, infrequently occurring items. ANALYSIS OF FINANCIAL CONDITION EARNING ASSETS Average earning assets increased 7.7% to $20,590 million for the nine months ended September 30, 2001, compared to $19,122 million for the nine months ended September 30, 2000. Earning assets comprised 87.8% of total average assets for the first nine months of 2001, compared with 88.5% for the first nine months of 2000. Average money market investments, consisting of interest-bearing deposits, federal funds sold and security resell agreements decreased 15.5% to $935 million in the first nine months of 2001 as compared to $1,106 million in the first nine months of 2000. During the first nine months of 2001, average securities decreased 13.8% to $3,928 million compared to $4,559 million in the first nine months of 2000. Average investment portfolio securities decreased 17.4% and average trading securities increased 10.0%. Effective January 1, 2001, the Company transferred securities from held-to-maturity to available for sale as allowed by FASB Statement No. 133 transition provisions and, mainly during the first quarter, sold investment securities to improve its balance sheet composition. Average net loans and leases increased 16.9% to $15,727 million for the first nine months of 2001 compared to $13,457 million in the first nine months of 2000, representing 76.4% of earning assets in the first nine months of 2001 compared to 70.4% in the first nine months of 2000. Average net loans and leases were 95.7% of average total deposits for the nine months ended September 30, 2001, as compared to 93.5% for the nine months ended September 30, 2000. 22
ZIONS BANCORPORATION AND SUBSIDIARIES INVESTMENT SECURITIES The following table presents the Company's held-to-maturity and available-for-sale investment securities: <TABLE> <CAPTION> September 30, December 31, September 30, 2001 2000 2000 --------------------- --------------------- --------------------- Amortized Market Amortized Market Amortized Market (In millions) cost value cost value cost value --------- --------- --------- --------- --------- --------- <S> <C> <C> <C> <C> <C> <C> Held to maturity U.S. Treasury Securities .................... $ -- $ -- $ 1 $ 1 $ 1 $ 1 U.S. government agencies and corporations: Small Business Administration loan- backed securities ................. -- -- 560 563 498 524 Other agency securities ................ -- -- 1,269 1,285 1,294 1,276 States and political subdivisions ........... -- -- 292 296 322 320 Mortgage-backed securities .................. 54 54 1,003 1,008 1,127 1,123 --------- --------- --------- --------- --------- --------- 54 54 3,125 3,153 3,242 3,244 --------- --------- --------- --------- --------- --------- Available for sale U.S. Treasury securities .................... 54 57 51 52 49 50 U.S. government agencies and corporations ... 1,435 1,449 94 94 95 93 States and political subdivisions ........... 472 488 185 190 146 146 Mortgage/asset-backed and debt securities ... 991 1,008 274 273 92 89 --------- --------- --------- --------- --------- --------- 2,952 3,002 604 609 382 378 --------- --------- --------- --------- --------- --------- Equity securities: Mutual funds: Accessor Funds, Inc. .............. 234 237 159 160 118 116 Other Stock ............................ 10 11 18 13 109 104 --------- --------- --------- --------- --------- --------- 244 248 177 173 227 220 --------- --------- --------- --------- --------- --------- 3,196 3,250 781 782 609 598 --------- --------- --------- --------- --------- --------- Total ....................................... $ 3,250 $ 3,304 $ 3,906 $ 3,935 $ 3,851 $ 3,842 ========= ========= ========= ========= ========= ========= </TABLE> 23
ZIONS BANCORPORATION AND SUBSIDIARIES LOANS The Company has structured its organization to separate the lending function from the credit administration function to strengthen the control and independent evaluation of credit activities. Loan policies and procedures provide the Company with a framework for consistent underwriting and a basis for sound credit decisions. In addition, the Company has well-defined standards for grading its loan portfolio, and management utilizes the comprehensive loan grading system to determine risk potential in the portfolio. Another aspect of the Company's credit risk management strategy is the diversification of the loan portfolio. The Company has a well-diversified loan portfolio with no significant exposure to highly leveraged transactions. The table below sets forth the amount of loans outstanding by type: <TABLE> <CAPTION> (In millions) September 30, December 31, September 30, 2001 2000 2000 ------------- ------------- ------------- <S> <C> <C> <C> Types Loans held for sale ........................... $ 261 $ 181 $ 226 Commercial, financial, and agricultural ....... 4,046 3,615 3,363 Real estate: Construction ......................... 2,851 2,273 2,355 Other: Home equity credit line ........... 339 263 288 1-4 family residential ............ 2,973 2,911 3,015 Other real estate-secured ......... 5,110 4,190 3,900 ------------- ------------- ------------- 8,422 7,364 7,203 ------------- ------------- ------------- 11,273 9,637 9,558 Consumer: Bankcard ............................. 109 135 122 Other ................................ 676 472 484 ------------- ------------- ------------- 785 607 606 Lease financing ............................... 416 317 295 Foreign loans ................................. 14 26 30 Other receivables ............................. 84 75 66 ------------- ------------- ------------- Total loans ................ $ 16,879 $ 14,458 $ 14,144 ============= ============= ============= </TABLE> Loans held for sale on September 30, 2001 increased 44.2% from December 31, 2000. All other loans, net of unearned income and fees increased 16.3% to $16,516 million on September 30, 2001 compared to $14,197 million on December 31, 2000. Commercial loans, construction loans, and other real estate loans increased from year-end 11.9%, 25.4%, and 14.4%, respectively. Consumer loans and lease financing increased 29.3% and 31.2%, respectively. Foreign loans decreased 46.2% to $14 million and other receivables increased 12.0%. Within the other real estate loan portfolio, home equity credit line loans increased 28.9%, 1-4 family residential loans increased 2.1%, and all other real estate-secured loans increased 22.0% from year-end. During the first six months of 2001, the Company acquired loans aggregating approximately $1,127 million from the acquisitions of Draper Bancorp, Eldorado Bancshares, and the Arizona branches of Pacific Century Bank. 24
ZIONS BANCORPORATION AND SUBSIDIARIES On September 30, 2001, long-term conforming first mortgage real estate loans serviced for others totaled $305 million, and consumer and other loan securitizations, which include loans sold under revolving securitization structures, totaled $2,256 million. During the first nine months of 2001, the Company sold $399 million of loans classified in held for sale, and securitized and sold SBA loans, home equity credit line loans, credit card receivables, automobile loans and nonconforming residential real estate loans totaling $988 million. During the first nine months of 2001, total loans sold were $1,387 million compared to total loans sold of $1,308 million during the first nine months of 2000. RISK ELEMENTS The Company's nonperforming assets, which include nonaccruing loans, restructured loans, other real estate owned and other nonperforming assets, were $109 million on September 30, 2001, up from $71 million on December 31, 2000, and up from $76 million on September 30, 2000. Such nonperforming assets as a percentage of net loans and leases, other real estate owned and other nonperforming assets were .65%, .49% and .54% on September 30, 2001, December 31, 2000, and September 30, 2000, respectively. Accruing loans past due 90 days or more totaled $47 million on September 30, 2001, up from $27 million on December 31, 2000, and $23 million on September 30, 2000. These loans equaled 0.28% of net loans and leases on September 30, 2001, 0.19% on December 31, 2000, and 0.16% on September 30, 2000. No loans to borrowers were considered potential problem loans at September 30, 2001, December 31, 2000 or September 30, 2000. Potential problem loans are defined as loans presently on accrual, not contractually past due 90 days or more, and not restructured, but about which management has serious doubt as to the future ability of the borrower to comply with present repayment terms and which may result in the reporting of the loans as nonperforming assets. The Company's total recorded investment in impaired loans included in nonaccrual loans and leases amounted to $66 million on September 30, 2001, as compared to $46 million on December 31, 2000, and $57 million on September 30, 2000. The Company considers a loan to be impaired when the accrual of interest has been discontinued and it meets other criteria under the statements. The amount of the impairment is measured based on the present value of expected cash flows, the observable market price of the loan, or the fair value of the collateral. Impairment losses are included in the allowance for loan losses through a provision for loan losses. Included in the allowance for loan losses on September 30, 2001, December 31, 2000, and September 30, 2000, is a required allowance of $8 million, $10 million and $11 million, respectively, on $24 million, $16 million and $24 million, respectively, of the recorded investment in impaired loans. 25
ZIONS BANCORPORATION AND SUBSIDIARIES The following table sets forth the nonperforming assets: <TABLE> <CAPTION> September 30, December 31, September 30, (In millions) 2001 2000 2000 ------------- ------------- ------------- <S> <C> <C> <C> Nonaccrual loans ............................... $ 92 $ 58 $ 68 Restructured loans ............................. 2 3 1 Other real estate owned and other nonperforming assets ........................ 15 10 7 ------------- ------------- ------------- Total ....................................... $ 109 $ 71 $ 76 ============= ============= ============= % of net loans and leases*, other real estate owned and other nonperforming assets ........ .65% .49% .54% Accruing loans past due 90 days or more ........ $ 47 $ 27 $ 23 ============= ============= ============= % of net loans and leases* ..................... .28% .19% .16% *Includes loans held for sale. </TABLE> ALLOWANCE FOR LOAN LOSSES The Company's allowance for loan losses was 1.47% of net loans and leases on September 30, 2001, compared to 1.36% on December 31, 2000 and 1.42% on September 30, 2000. Net charge-offs during the third quarter of 2001 were $5 million, or annualized 0.13% of average net loans and leases, compared to net charge-offs of $7 million for the third quarter of 2000. Net charge-offs for the first nine months of 2001 were $21 million, or annualized 0.17% of average net loans and leases, compared to $26 million or 0.25% annualized of average net loans and leases for the first nine months of 2000. The allowance, as a percentage of nonaccrual loans and restructured loans, was 262.9% on September 30, 2001, compared to 320.7% on December 31, 2000 and 290.9% on September 30, 2000. The allowance, as a percentage of nonaccrual loans and accruing loans past due 90 days or more was 177.2% on September 30, 2001, compared to 229.3% on December 31, 2000 and 220.6% on September 30, 2000. On September 30, 2001, December 31, 2000, and September 30, 2000, the allowance for loan losses includes an allocation of $42 million, $22 million, and $28 million, respectively, related to commitments to extend credit on loans and standby letters of credit. Commitments to extend credit on loans and standby letters of credit on September 30, 2001, December 31, 2000, and September 30, 2000 totaled $7,615 million, $7,254 million, and $6,895 million, respectively. In analyzing the adequacy of the allowance for loan and lease losses, management utilizes a comprehensive loan grading system to determine risk potential in the portfolio, and considers the results of independent internal and external credit reviews, historical charge-off experience, and changes in the composition and volume of the portfolio. Other factors, such as general economic conditions and collateral values, are also considered. Larger problem credits are individually evaluated to determine appropriate reserve allocations. Additions to the allowance are based upon the resulting risk profile of the portfolio developed through the evaluation of the above factors. 26
ZIONS BANCORPORATION AND SUBSIDIARIES The following table shows the changes in the allowance for loan losses and a summary of loan loss experience: <TABLE> <CAPTION> Nine Months Twelve Months Nine Months Ended Ended Ended (In millions) September 30, December 31, September 30, 2001 2000 2000 -------------- -------------- -------------- <S> <C> <C> <C> Average loans* and leases outstanding (net of unearned income) ................ $ 15,727 $ 13,649 $ 13,457 ============== ============== ============== Allowance for possible losses: Balance at beginning of year ................. $ 196 $ 204 $ 204 Allowance of companies acquired .............. 24 2 2 Provision charged against earnings ........... 46 32 20 Loans and leases charged-off: Loans held for sale ..................... -- -- -- Commercial, financial and agricultural .. (14) (38) (22) Real estate ............................. (4) (4) (3) Consumer ................................ (9) (9) (7) Lease financing ......................... (5) (2) (2) Other receivables ....................... -- -- -- -------------- -------------- -------------- Total ................................ (32) (53) (34) -------------- -------------- -------------- Recoveries: Loans held for sale ..................... -- -- -- Commercial, financial and agricultural .. 8 6 5 Real estate ............................. -- 1 -- Consumer ................................ 2 3 2 Lease financing ......................... 1 1 1 Other receivables ....................... -- -- -- -------------- -------------- -------------- Total ................................ 11 11 8 -------------- -------------- -------------- Net loan and lease charge-offs ............... (21) (42) (26) -------------- -------------- -------------- Balance at end of the period ................. $ 245 $ 196 $ 200 ============== ============== ============== *Includes loans held for sale Ratio of annualized net charge-offs to average loans and leases ................ 0.17% 0.31% 0.25% </TABLE> DEPOSITS Total deposits increased 15.7% to $17,434 million on September 30, 2001 as compared to $15,070 million on December 31, 2000. Deposits assumed in the Draper Bancorp, Eldorado Bancshares, and Arizona branches of Pacific Century Bank acquisitions consummated during 2001 aggregated approximately $1,690 million. Comparing September 30, 2001 to December 31, 2000, demand deposits increased 15.6%, savings and money market deposits increased 14.7%, time deposits under $100,000 increased 24.4%, time deposits over $100,000 increased 16.5%, and foreign deposits decreased 32.2%. Average total deposits of $16,427 million for the first nine months of 2001 increased 14.1% compared to $14,397 million for the first nine months of 2000, with average demand deposits increasing 15.0%. 27
ZIONS BANCORPORATION AND SUBSIDIARIES Average savings and NOW deposits increased 12.4% and average money market and super NOW deposits increased 13.0% during the first nine months of 2001 compared with the same period one year earlier. Average time deposits under $100,000 increased 18.6% and time deposits over $100,000 increased 17.2% for the first nine months of 2001 compared to the first nine months of 2000. Average foreign deposits decreased 21.8% for the same periods. LIQUIDITY AND INTEREST RATE SENSITIVITY The Company manages its liquidity to provide adequate funds to meet its financial obligations, including withdrawals by depositors and debt service requirements, as well as to fund customers' demand for credit. Liquidity is primarily provided by the regularly scheduled maturities of the Company's investment and loan portfolios. The Federal Home Loan Bank ("FHLB") System is a major source of liquidity for each of the Company's subsidiary banks. Zions First National Bank and The Commerce Bank of Washington are members of the FHLB of Seattle. California Bank & Trust, Nevada State Bank, and National Bank of Arizona are members of the FHLB of San Francisco. Vectra Bank Colorado is a member of the FHLB of Topeka. The FHLB allows member banks to borrow against their eligible loans to satisfy liquidity requirements. Zions First National Bank provides a liquidity facility to Lockhart Funding LLC (Lockhart), a Qualified Special Purpose Vehicle. Lockhart purchases U.S. Government and AAA rated securities. These assets are funded through the issuance of commercial paper. During July 2001, the size of this liquidity facility was increased from $2.0 billion to $5.1 billion. The Company's core deposits, consisting of demand, savings and money market deposits and time deposits under $100,000, constituted 89.8% of total deposits on September 30, 2001, as compared to 89.5% on December 31, 2000 and 88.4% on September 30, 2000. Maturing balances in loan portfolios provide flexibility in managing cash flows. Maturity management of those funds is an important source of medium to long-term liquidity. The Company's ability to raise funds in the capital markets through the securitization process and by debt issuance allows the Company to take advantage of market opportunities to meet funding needs at reasonable cost. During the second quarter of 2001, the Company issued $200 million of subordinated debt through a newly formed subsidiary, Zions Financial Corp. The debt is unconditionally guaranteed by Zions Bancorporation and matures in May 2011. The notes bear interest at 6.95% per annum through May 14, 2006 and at one-month LIBOR plus 2.86% thereafter until maturity. The notes are redeemable in whole or in part at the option of Zions Financial Corp. on or after May 15, 2006 at a redemption price equal to 100% of the principal amount of the notes being redeemed. On October 25, 2001, Zions Bancorporation issued an additional $200 million of subordinated debt. The debt matures on October 15, 2001 and bears interest at 6.50% per annum through October 14, 2006 and at one-month LIBOR plus 3.01% thereafter until maturity. The notes are redeemable in whole or in part at the option of Zions Bancorporation on or after October 15, 2006 at a redemption price equal to 100% of the principal amount of the notes being redeemed. 28
ZIONS BANCORPORATION AND SUBSIDIARIES The parent company's cash requirements consist primarily of debt service, dividends to shareholders, operating expenses, income taxes, and share repurchases. The parent company's cash needs are routinely satisfied through dividends from subsidiaries, the collection of proportionate shares of current income taxes, management and other fees from subsidiaries, and unaffiliated bank lines and debt issuance. On July 30, 2001, the Company's board of directors authorized a repurchase of up to $50 million of the Company's common stock. During the third quarter of 2001, the Company repurchased approximately 525 thousand common shares at a cost of $29.0 million. Interest rate sensitivity measures the Company's financial exposure to changes in interest rates. Interest rate sensitivity is, like liquidity, affected by maturities of assets and liabilities. The Company assesses its interest rate sensitivity using duration and simulation analysis. Duration is a measure of the weighted-average expected lives of the discounted cash flows from assets and liabilities. Simulation is used to estimate net interest income over time using alternative interest rate scenarios. The Company, through the management of maturities and repricing of its assets and liabilities and the use of interest rate caps, floors, futures, options, and interest rate exchange agreements, attempts to minimize the effect on net income of changes in interest rates. The Company's management exercises its best judgment in making assumptions with respect to loan and security prepayments, early deposit withdrawals and other noncontrollable events in managing the Company's exposure to changes in interest rates. The interest rate risk position is actively managed and changes daily as the interest rate environment changes; therefore, positions at the end of any period may not be reflective of the Company's interest rate position in subsequent periods. The prime lending rate is the primary basis used for pricing the Company's loans and the short-term Treasury rate is the index used for pricing many of the Company's deposits. The Company, however, is unable to economically hedge the prime/91-day T-bill spread risk. CAPITAL RESOURCES AND DIVIDENDS Total shareholders' equity on September 30, 2001 was $2,235 million, an increase of 25.6% over the $1,779 million on December 31, 2000, and an increase of 30.2% over the $1,716 million on September 30, 2000. The increase in total shareholders' equity during 2001 includes $232 million related to acquisitions and $78 million of other comprehensive income. The ratio of average equity to average assets for the first nine months of 2001 was 8.91% as compared to 7.64% for the same period in 2000. On September 30, 2001, the Company's total risk-based capital ratio was 11.12%, as compared to 10.83% on December 31, 2000 and 10.85% on September 30, 2000. On September 30, 2001, the Company's Tier I risk-based capital ratio was 8.15%, as compared to 8.53% on December 31, 2000 and 8.35% on September 30, 2000. The Company's leverage ratio on September 30, 2001 was 6.48%, as compared to 6.38% on December 31, 2000 and 6.16% on September 30, 2000. Dividends declared of $.20 per common share for the third quarter of 2001 were unchanged from the dividends declared for the second quarter of 2001 and the third quarter of 2000. The common cash dividend payout of net income for the third quarter of 2001 was 25.36% compared to 25.17% for the second quarter of 2001 and 26.90% for the third quarter of 2000. The nine-month year-to-date common cash dividend payout of net income was 26.26% for 2001 compared to 38.16% for 2000. 29
ZIONS BANCORPORATION AND SUBSIDIARIES FORWARD-LOOKING INFORMATION Statements in Management's Discussion and Analysis that are not based on historical data are forward-looking, including, for example, the projected performance of the Company and its operations. These statements constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from the projections discussed in Management's Discussion and Analysis since such projections involve significant risks and uncertainties. Factors that might cause such differences include, but are not limited to: the timing of closing proposed acquisitions being delayed or such acquisitions being prohibited; competitive pressures among financial institutions increasing significantly; economic conditions, either nationally or locally in areas in which the Company conducts its operations, being less favorable than expected; and legislation or regulatory changes which adversely affect the Company's operations or business. The Company disclaims any obligation to update any factors or to publicly announce the results of revisions to any of the forward-looking statements included herein to reflect future events or developments. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- Interest rate risk is the most significant market risk regularly undertaken by the Company. The Company believes there have been no significant changes in market risk compared to the disclosures in Zions Bancorporation's Annual Report on Form 10-K for the year ended December 31, 2000. PART II. OTHER INFORMATION ----------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- a) Exhibits b) Reports on Form 8-K Zions Bancorporation did not file any reports on Form 8-K during the quarter ended September 30, 2001. 30
ZIONS BANCORPORATION AND SUBSIDIARIES S I G N A T U R E S ------------------- 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 thereunto duly authorized. ZIONS BANCORPORATION /s/Harris H. Simmons -------------------------------- Harris H. Simmons, President and Chief Executive Officer /s/W. David Hemingway -------------------------------- W. David Hemingway, Executive Vice President and Interim Chief Financial Officer Dated November 13, 2001 31