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Free Writing Prospectus
Filed Pursuant to Rule 433
Relating to Preliminary Prospectus Supplement Filed June 12, 2006
Registration Statement No. 333-132868
Zions Bancorporation
Free Writing Prospectus Dated June 22, 2006
The information in this free writing prospectus supplements the information contained in, and
should be read together with, the preliminary prospectus supplement of Zions Bancorporation filed
with the Securities Exchange Commission (the SEC) on June 12, 2006 (including the base prospectus
filed with the SEC on March 31, 2006, as well as the documents incorporated by reference therein).
On June 16, 2006, Dow Jones Newswires published an article regarding Zions Bancorporation
(Zions), the full text of which is reproduced below. The information set forth in the article
was not prepared by Zions and, with the exception of the statements and acknowledgements attributed
directly to Mr. Evan Hill in the 7th, 8th, 11th, 12th,
13th, 14th, 15th and 16th paragraphs of the article,
constitutes the authors opinion, which is not necessarily endorsed or adopted by Zions. In
particular, Zions assumes no responsibility for the statements in the 18th and
19th paragraphs of the article, which were statements made by people unrelated to Zions.
For purposes of clarification, the option expense valuation of $16 attributed to Mr. Evan Hill
in the first sentence of the 7th paragraph of this article resulted from a hypothetical
valuation based on historical assumptions applicable prior to the promulgation of Statement of
Financial Accounting Standards No. 123R, Share Based Payment, issued by the Financial Accounting
Standards Board. Rather than as reported in this article, the hypothetical valuation is not an
indication of the value of the Employee Stock Option Appreciation Rights Securities being offered
by Zions (the ESOARS), as determined using Zions current method of calculating option expense.
Zions has not yet determined its option expense attributable to the stock options underlying the
ESOARS, and the market value of the ESOARS themselves will be determined pursuant to a public
auction.
Zions Aims At Huge Market For Option Valuation Method
[Dow Jones & Company, Inc. 2006-06-16]
By Patricia Kowsmann, Of DOW JONES NEWSWIRES
WASHINGTON (Dow Jones)Zions Bancorporation (ZION) is aiming to offer for a fee an
accounting method that it says could help companies cut their reported expense for employee stock
options, perhaps by as much as two-thirds.
Zions, a Salt Lake City-based bank holding company, will need regulatory approval in order to
use the accounting method for itself, or to offer it to other corporations.
The Zions plan was spurred by a recent change in accounting rules that requires companies to
record the expense of granting stock options. To do that, companies are relying on traditional
valuation methods that, some argue, overstate options-related expenses and unfairly reduce reported
earnings.
Zions solution: Let the market decide the value of the options.
To that end, Zions says it has created a derivative security whose value matches the value
that employees ultimately will receive for their options and therefore the real expense that
Zions will incur as a result of its employee stock option grants. These Employee Stock Option
Appreciation Rights Securities, or Esoars, are to be offered in an Internet auction June 28 and 29.
Hoping To Offer To Other Companies
The price established in the auction will represent the real cost of employee stock options,
Zions contends. If regulators agree, Zions plans to market the technique to other publicly traded
companies.
Using Zions current method for calculating option expense, Esoars would be worth about $16
each, said Evan Hill, a Zions vice president who helped to develop the derivative security. In the
upcoming auction, he said, the valuation could be one-third of that.
We would expect that this would price somewhere in the $5 range to low teens, Hill said.
Stock option grants give employees the right to buy company stock at a preset price. A number
of companies have reported cutting back on granting options to their employees because firms now
must record the grants as an expense.
Esoars represent the companys payment obligation but dont represent any ownership interest
in the company or in any of the options. If the options arent exercised, Esoars investors lose
their investment, but the more value Zions employees get for their options, the better Esoars
holders do.
Zions opportunity lies in the concerns that companies have over the valuation of stock
options, and their desire to more accurately record that expense, Hill said.
We would like to do this auction for hundreds of companies, he said. We see a huge market
on this.
The Securities and Exchange Commission still needs to approve the method, and the company has
been keeping the regulator up to date on the securities offering, Hill said.
If the SEC approves it, we can run auctions for people using the technology that weve
developed for this auction and do it more cost-effectively than even running (traditional) models
is, Hill said. He estimated that a company would pay Zions $100,000 to $150,000 per auction, which
would typically be held shortly after the option grant date.
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Zions would not only run the auctions, Hill said, but would also help prepare the
documentation necessary to make an offering.
Hill said the company already has filed a provisional patent on its auction model meaning
that in order to use the method, companies would have to get permission from Zions or use Zions
services.
Previous attempts to create markets for options-based securities, such as one proposed by
Cisco Systems Inc. (CSCO), called for sales through private placements. That created a potential
problem in that both the company selling the securities and buyers had an interest in seeing the
instruments priced as low as possible.
Markets Robustness Is Important
Whether Zions technique or some similar method ultimately gains approval will depend, in
part, on whether a sufficiently robust auction can be created, said one expert.
I think (the auction) is a very good idea to establish a fair market value for the options,
provided that the market is not too thin, the volume is reasonably large and (Zions) provides a lot
of information to enable the market to value the options properly, said Joshua Ronen, an
accounting professor at New York Universitys Stern School of Business.
In the auction, to be hosted on the Internet Web site www.esoars.com, Zions plans to offer
93,603 Esoars. The auction is scheduled to open at 9:30 a.m. EDT on June 28, and close at 4:15 p.m.
EDT on June 29.
-By Patricia Kowsmann, Dow Jones Newswires; 202-862-1350; patricia.kowsmann@ dowjones.com
(END) Dow Jones Newswires
06-16-06 2004ET
Copyright (c) 2006 Dow Jones & Company, Inc.
Forward-Looking Statements
In addition to historical information, this free writing prospectus contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements regarding the timing and benefits of the
proposed transaction, expected synergies, and anticipated future financial operating performance
and results. Such statements encompass Zions beliefs, expectations, hopes or intentions regarding
future events. Words such as expects, intends, believes, anticipates, should, likely
and similar expressions identify forward-looking statements. All forward-looking statements
included in this release are made as of the date hereof and are based on information available to
Zions as of such date. Zions assumes no obligation to update any forward-looking statement. Risk
factors, cautionary statements and other conditions which could cause actual results to differ from
managements current expectations are contained in Zions filings with the Securities and Exchange
Commission, including the section of Zions preliminary prospectus supplement dated June 12, 2006,
entitled Risk Factors.
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Zions Bancorporation has filed a registration statement (including a prospectus) with the SEC
(File no. 333-132868) for the offering to which this free writing prospectus relates. Before you
invest, you should read the prospectus in that registration statement and other documents the
issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, Zions Bancorporation, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus if you request it by calling toll-free 1 (800) 524-8875.
You may also get a copy at www.esoars.com.
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