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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

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FORM 10-Q

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 1999

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 0-19368

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COMMUNITY FIRST BANKSHARES, INC.(Exact name of registrant as specified in its charter)

|Delaware                                                           |  | 46-0391436                          
|------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization)     |  | (I.R.S. Employer
Identification No.)
|520 Main Avenue
Fargo, ND                                          |  | 58124                               
|(Address of principal executive offices)                           |  | (Zip Code)                          
|(701) 298-5600(Registrant's telephone number, including area code)

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Indicated
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days: YES /x/  NO / /

At
November 8, 1999, 49,938,612 shares of Common Stock were outstanding.

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## 

COMMUNITY FIRST BANKSHARES, INC.

FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 1999

INDEX

|                              |  |                                                                                       |  | PAGE 
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | -----
|PART IFINANCIAL INFORMATION: |  |                                                                                      
|Item 1.                       |  | Condensed Consolidated Financial Statements and Notes                                 |  | 3-10 
|Item 2.                       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 11-16
|Item 3.                       |  | Quantitative and Qualitative Disclosure About Market Risk                             |  | 17   
|PART IIOTHER INFORMATION:    |  |                                                                                      
|Item 1.                       |  | Legal Proceedings                                                                     |  | 18   
|Item 2.                       |  | Changes in Securities                                                                 |  | 18   
|Item 3.                       |  | Defaults Upon Senior Securities                                                       |  | 18   
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                   |  | 18   
|Item 5.                       |  | Other Information                                                                     |  | 18   
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                      |  | 18   
|SIGNATURES                    |  | 19                                                                                   



## 

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

|(Dollars in thousands, except per share data)                                         |  | September 30, 1999 |           | December 31, 1998 |  
|------------------------------------------------------------------------------------- |  | ------------------ | --------- | ----------------- | -
|
|Assets:                                                                               |  |                    |           |                   |  
|Cash and due from banks                                                               |  | $                  | 201,101   |                   | $
|Federal funds sold and securities purchased under agreements to resell                |  |                    |          |                   |  
|Interest-bearing deposits                                                             |  |                    | 1,186     |                   |  
|Available-for-sale securities                                                         |  |                    | 1,931,223 |                   |  
|Held-to-maturity securities
(Fair value: 9/30/99$72,290, 12/31/98$69,906)           |  |                    | 72,290    |                   |  
|Loans                                                                                 |  |                    | 3,488,413 |                   |  
|Less: Allowance for loan losses                                                       |  |                    | (48,411   | )                 |  
|                                                                                      |  |                    |           |                   |  
|Net loans                                                                             |  |                    | 3,440,002 |                   |  
|Bank premises and equipment, net                                                      |  |                    | 120,991   |                   |  
|Accrued interest receivable                                                           |  |                    | 54,675    |                   |  
|Intangible assets                                                                     |  |                    | 127,680   |                   |  
|Other assets                                                                          |  |                    | 64,122    |                   |  
|                                                                                      |  |                    |           |                   |  
|Total assets                                                                          |  |                    | 6,013,270 |                   |  
|                                                                                      |  |                    |           |                   |  
|Liabilities and shareholders' equity                                                  |  |                    |           |                   |  
|Deposits:                                                                             |  |                    |           |                   |  
|Noninterest-bearing                                                                   |  |                    | 843,960   |                   |  
|Interest-bearing                                                                      |  |                    | 3,906,910 |                   |  
|                                                                                      |  |                    |           |                   |  
|Total deposits                                                                        |  |                    | 4,750,870 |                   |  
|Federal funds purchased and securities sold under agreements to repurchase            |  |                    | 164,069   |                   |  
|Other short-term borrowings                                                           |  |                    | 438,733   |                   |  
|Long-term debt                                                                        |  |                    | 93,434    |                   |  
|Capital lease obligations                                                             |  |                    | 3,841     |                   |  
|Accrued interest payable                                                              |  |                    | 30,877    |                   |  
|Other liabilities                                                                     |  |                    | 15,722    |                   |  
|                                                                                      |  |                    |           |                   |  
|Total liabilities                                                                     |  |                    | 5,497,546 |                   |  
|Company-obligated mandatorily redeemable preferred securities of CFB Capital I and II |  |                    | 120,000   |                   |  
|Shareholders' equity:                                                                 |  |                    |           |                   |  
|Preferred stock                                                                       |  |                    |          |                   |  
|Common stock, par value $.01 per share:                                               |  |                    |           |                   |  
|Authorized Shares80,000,000                                                          |  |                    |           |                   |  
|Issued Shares47,684,717                                                              |  |                    | 477       |                   |  
|Capital surplus                                                                       |  |                    | 172,043   |                   |  
|Retained earnings                                                                     |  |                    | 263,181   |                   |  
|Unrealized (losses) gains on available-for-sale securities, net of tax                |  |                    | (24,516   | )                 |  
|Less cost of common stock in treasury9/30/99                                         |  |                    |          |                   |  
|768,025 shares; 12/31/98564,588 shares                                               |  |                    | (15,461   | )                 |  
|                                                                                      |  |                    |           |                   |  
|Total shareholders' equity                                                            |  |                    | 395,724   |                   |  
|                                                                                      |  |                    |           |                   |  
|Total liabilities and shareholders' equity                                            |  | $                  | 6,013,270 |                   | $
|                                                                                      |  |                    |           |                   |  

See accompanying notes.



COMMUNITY FIRST BANKSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

|(Dollars in thousands, except per share data)(Unaudited)                                                                                     |  | For the Three Months Ended
9/30/99 |            | For the Three Months Ended
9/30/98 |   | For the Nine Months Ended
9/30/99 |  | For the Nine Months Ended
9/30/98 |           
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | ---------------------------------- | - | --------------------------------- |  | --------------------------------- | ----------
|Interest income:                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Loans                                                                                                                                        |  | $                                  | 79,904     |                                    | $ | 85,372                            |  | $                                 | 236,706   
|Investment securities                                                                                                                        |  |                                    | 32,178     |                                    |   | 31,882                            |  |                                   | 96,761    
|Interest-bearing deposits                                                                                                                    |  |                                    | 15         |                                    |   | 140                               |  |                                   | 86        
|Federal funds sold and resale agreements                                                                                                     |  |                                    | 14         |                                    |   | 610                               |  |                                   | 87        
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Total interest income                                                                                                                        |  |                                    | 112,111    |                                    |   | 118,004                           |  |                                   | 333,640   
|Interest expense:                                                                                                                            |  |                                    |            |                                    |   |                                   |  |                                   |           
|Deposits                                                                                                                                     |  |                                    | 35,917     |                                    |   | 41,233                            |  |                                   | 108,918   
|Short-term and other borrowings                                                                                                              |  |                                    | 7,770      |                                    |   | 7,031                             |  |                                   | 20,084    
|Long-term debt                                                                                                                               |  |                                    | 1,707      |                                    |   | 2,159                             |  |                                   | 5,080     
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Total interest expense                                                                                                                       |  |                                    | 45,394     |                                    |   | 50,423                            |  |                                   | 134,082   
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Net interest income                                                                                                                          |  |                                    | 66,717     |                                    |   | 67,581                            |  |                                   | 199,558   
|Provision for loan losses                                                                                                                    |  |                                    | 4,193      |                                    |   | 4,826                             |  |                                   | 15,162    
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Net interest income after provision for loan losses                                                                                          |  |                                    | 62,524     |                                    |   | 62,755                            |  |                                   | 184,396   
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Noninterest income:                                                                                                                          |  |                                    |            |                                    |   |                                   |  |                                   |           
|Service charges on deposit accounts                                                                                                          |  |                                    | 9,288      |                                    |   | 8,031                             |  |                                   | 25,018    
|Insurance commissions                                                                                                                        |  |                                    | 2,360      |                                    |   | 2,025                             |  |                                   | 6,404     
|Fees from fiduciary activities                                                                                                               |  |                                    | 1,196      |                                    |   | 1,232                             |  |                                   | 3,817     
|Net gains on sales of securities                                                                                                             |  |                                    | 229        |                                    |   | 354                               |  |                                   | 2,013     
|Other                                                                                                                                        |  |                                    | 4,369      |                                    |   | 4,224                             |  |                                   | 13,852    
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Total noninterest income                                                                                                                     |  |                                    | 17,442     |                                    |   | 15,866                            |  |                                   | 51,104    
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Noninterest expense:                                                                                                                         |  |                                    |            |                                    |   |                                   |  |                                   |           
|Salaries and employee benefits                                                                                                               |  |                                    | 25,136     |                                    |   | 26,736                            |  |                                   | 75,206    
|Net occupancy                                                                                                                                |  |                                    | 7,783      |                                    |   | 9,020                             |  |                                   | 22,937    
|FDIC insurance                                                                                                                               |  |                                    | 153        |                                    |   | 162                               |  |                                   | 470       
|Legal and accounting                                                                                                                         |  |                                    | 1,083      |                                    |   | 594                               |  |                                   | 2,361     
|Other professional service                                                                                                                   |  |                                    | 995        |                                    |   | 1,406                             |  |                                   | 3,708     
|Acquisition expense                                                                                                                          |  |                                    |           |                                    |   | 1,273                             |  |                                   | 0         
|Data processing                                                                                                                              |  |                                    | 745        |                                    |   | 1,758                             |  |                                   | 2,475     
|Company-obligated mandatorily redeemable preferred securities of CFB Capital I & II                                                          |  |                                    | 2,562      |                                    |   | 2,561                             |  |                                   | 7,684     
|Amortization of intangibles                                                                                                                  |  |                                    | 2,605      |                                    |   | 2,629                             |  |                                   | 7,858     
|Other                                                                                                                                        |  |                                    | 9,701      |                                    |   | 11,138                            |  |                                   | 29,319    
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Total noninterest expense                                                                                                                    |  |                                    | 50,763     |                                    |   | 57,277                            |  |                                   | 152,018   
|Income from continuing operations before income taxes and extraordinary item                                                                 |  |                                    | 29,203     |                                    |   | 21,344                            |  |                                   | 83,482    
|Provision for income taxes                                                                                                                   |  |                                    | 9,939      |                                    |   | 7,950                             |  |                                   | 28,154    
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Income from continuing operations before extraordinary item                                                                                  |  |                                    | 19,264     |                                    |   | 13,394                            |  |                                   | 55,328    
|Discontinued Operations:                                                                                                                     |  |                                    |            |                                    |   |                                   |  |                                   |           
|Income from operations of discontinued operations (Less applicable income taxes)                                                             |  |                                    |           |                                    |   |                                  |  |                                   | 0         
|Loss on disposal of discontinued operations, including provision for operating losses during phase-out period (Less applicable income taxes) |  |                                    |           |                                    |   |                                  |  |                                   | 0         
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Income before extraordinary item                                                                                                             |  |                                    | 19,264     |                                    |   | 13,394                            |  |                                   | 55,328    
|Extraordinary item:                                                                                                                          |  |                                    |            |                                    |   |                                   |  |                                   |           
|Loss on early extinguishment of debt, net of taxes                                                                                           |  |                                    |           |                                    |   |                                  |  |                                   | 0         
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Net income                                                                                                                                   |  |                                    | 19,264     |                                    |   | 13,394                            |  |                                   | 55,328    
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Earnings per common and common equivalent share:                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Basic income per share from continuing operations before extraordinary item                                                                  |  | $                                  | 0.41       |                                    | $ | 0.28                              |  | $                                 | 1.18      
|Discontinued operations                                                                                                                      |  | $                                  | 0.00       |                                    | $ | 0.00                              |  | $                                 | 0.00      
|Extraordinary item                                                                                                                           |  | $                                  | 0.00       |                                    | $ | 0.00                              |  | $                                 | 0.00      
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Basic net income                                                                                                                             |  | $                                  | 0.41       |                                    | $ | 0.28                              |  | $                                 | 1.18      
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Diluted income per share from continuing operations before extraordinary item                                                                |  | $                                  | 0.41       |                                    | $ | 0.28                              |  | $                                 | 1.17      
|Discontinued operations                                                                                                                      |  | $                                  | 0.00       |                                    | $ | 0.00                              |  | $                                 | 0.00      
|Extraordinary item                                                                                                                           |  | $                                  | 0.00       |                                    | $ | 0.00                              |  | $                                 | 0.00      
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Diluted net income                                                                                                                           |  | $                                  | 0.41       |                                    | $ | 0.28                              |  | $                                 | 1.17      
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Average common and common equivalent shares outstanding:                                                                                     |  |                                    |            |                                    |   |                                   |  |                                   |           
|Basic                                                                                                                                        |  |                                    | 46,982,212 |                                    |   | 47,288,475                        |  |                                   | 47,067,331
|Diluted                                                                                                                                      |  |                                    | 47,346,758 |                                    |   | 47,830,937                        |  |                                   | 47,432,837
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           
|Dividend declared per common share                                                                                                           |  | $                                  | 0.14       |                                    | $ | 0.11                              |  | $                                 | 0.42      
|                                                                                                                                             |  |                                    |            |                                    |   |                                   |  |                                   |           

STATEMENTS OF COMPREHENSIVE INCOME

|(Dollars in thousands, except per share data)(Unaudited)       |  | For the Three Months Ended
9/30/99 |        | For the Three Months Ended
9/30/98 |   | For the Nine Months Ended
9/30/99 |   | For the Nine Months Ended
9/30/98 |        
|-------------------------------------------------------------- |  | ---------------------------------- | ------ | ---------------------------------- | - | --------------------------------- | - | --------------------------------- | -------
|Net Income                                                     |  | $                                  | 19,264 |                                    | $ | 13,394                            |   | $                                 | 55,328 
|Other comprehensive income, net of tax:                        |  |                                    |        |                                    |   |                                   |   |                                   |        
|Unrealized gains (losses) on securities:                       |  |                                    |        |                                    |   |                                   |   |                                   |        
|Unrealized holding gains arising during period                 |  |                                    | 3,685  |                                    |   | 16,244                            |   |                                   | (37,662
|Less: Reclassified adjustment for gains included in net income |  |                                    | (137   | )                                  |   | (212                              | ) |                                   | (1,208 
|                                                               |  |                                    |        |                                    |   |                                   |   |                                   |        
|Other comprehensive income                                     |  |                                    | 3,548  |                                    |   | 16,032                            |   |                                   | (38,870
|                                                               |  |                                    |        |                                    |   |                                   |   |                                   |        
|Comprehensive income                                           |  | $                                  | 22,812 |                                    | $ | 29,426                            |   | $                                 | 16,458 
|                                                               |  |                                    |        |                                    |   |                                   |   |                                   |        



COMMUNITY FIRST BANKSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                  |  | For the Nine Months Ended September 30, |         
|--------------------------------------------------------------------------------- |  | --------------------------------------- | --------
|
|Cash flows from operating activities:                                             |  |                                         |         
|Net income                                                                        |  | $                                       | 55,328  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                         |         
|Provision for loan losses                                                         |  |                                         | 15,162  
|Depreciation                                                                      |  |                                         | 10,694  
|Amortization of intangibles                                                       |  |                                         | 7,858   
|Net of amortization of premiums (discounts) on securities                         |  |                                         | 777     
|Increase in interest receivable                                                   |  |                                         | (3,246  
|Increase in interest payable                                                      |  |                                         | 4,227   
|Othernet                                                                         |  |                                         | (8,436  
|                                                                                  |  |                                         |         
|Net cash provided by (used in) operating activities                               |  |                                         | 82,364  
|Cash flows from investing activities:                                             |  |                                         |         
|Net increase in interest-bearing deposits                                         |  |                                         | 3,881   
|Purchases of available-for-sale securities                                        |  |                                         | (589,137
|Maturities of available-for-sale securities                                       |  |                                         | 436,489 
|Sales of securities, net of gains                                                 |  |                                         | 140,403 
|Purchases of held-to-maturity securities                                          |  |                                         | (2,487  
|Maturities of held-to-maturity securities                                         |  |                                         | 103     
|Net increase in loans                                                             |  |                                         | (119,195
|Net increase in bank premises and equipment                                       |  |                                         | (8,431  
|                                                                                  |  |                                         |         
|Net cash used in investing activities                                             |  |                                         | (138,374
|Cash flows from financing activities:                                             |  |                                         |         
|Net (decrease) increase in demand deposits, NOW accounts and savings accounts     |  |                                         | (100,813
|Net (decrease) increase in time accounts                                          |  |                                         | (32,989 
|Net increase in short-term and other borrowings                                   |  |                                         | 167,076 
|Net decrease in long-term debt                                                    |  |                                         | (38     
|Purchase of common stock held in treasury                                         |  |                                         | (9,370  
|Issuance of common stock                                                          |  |                                         |        
|Sale of common stock held in treasury                                             |  |                                         | 1,944   
|Common stock dividends paid                                                       |  |                                         | (19,762 
|                                                                                  |  |                                         |         
|Net cash provided by financing activities                                         |  |                                         | 6,048   
|                                                                                  |  |                                         |         
|Net decrease in cash and cash equivalents                                         |  |                                         | (49,962 
|Cash and cash equivalents at beginning of period                                  |  |                                         | 251,063 
|                                                                                  |  |                                         |         
|Cash and cash equivalents at end of period                                        |  | $                                       | 201,101 
|                                                                                  |  |                                         |         



COMMUNITY FIRST BANKSHARES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

Note ABASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements, which include the accounts of Community First Bankshares, Inc. (the "Company"),
its wholly-owned data processing, credit origination, insurance agency and properties subsidiaries, and its eleven majority-owned subsidiary banks, have been prepared in accordance with generally
accepted accounting principles for interim financial information. 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 considered necessary for fair presentation have been included.



Basic earnings per common share is calculated by dividing net income applicable to common equity by the weighted average number of shares of common stock
outstanding.

Diluted
earnings per common share is calculated by dividing net income applicable to common equity by the weighted average number of shares of common stock outstanding. The weighted
average number of shares of common stock outstanding is increased by the number of shares of common stock that would be issued assuming the exercise of stock options and warrants during each period.
Such adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per share.

Note BBUSINESS COMBINATIONS AND DIVESTITURES

On September 13, 1999, the Company announced an agreement to sell its Nephi, Utah branch to Far West Bank, headquartered in Provo, Utah. The Nephi
branch has approximately $15 million in assets. The transaction is subject to regulatory approval and is expected to be completed during the fourth quarter of 1999.

On
July 26, 1999, the Company signed a definitive agreement to acquire River Bancorp, Inc., Ramsey, Minnesota through the issuance of Company common stock to holders of
River Bancorp common stock. The transaction, which is subject to regulatory approval, is expected to be completed during the fourth quarter of 1999 and is expected to be accounted for using the
pooling of interests method of accounting. River Bancorp had assets of approximately $34 million at September 30, 1999.

On
July 2, 1999, the Company announced an agreement with Zions Bancorporation to terminate the previously announced exchange of their Nephi, Utah branch for the Greeley,
Colorado branch of Zion's. On April 8, 1999, the Company had signed an agreement to complete the purchase and assumption of approximately $20 million in assets and liabilities of the Greeley
branch. In a related transaction on April 8, 1999, the Company signed an agreement to sell its Nephi branch, which had approximately $15 million in assets. The termination agreement was in
response to anticipated regulatory concerns
associated with Zion's proposed merger with First Security Corporation and the impact it would have on Greeley and Nephi customers.

Note CSUBSEQUENT EVENTS

On October 22, 1999, the Company announced an agreement to sell its Richfield, Utah branch to State Bank of Southern Utah, headquartered in Cedar City,
Utah. The Richfield branch has approximately $17 million in assets. The transaction is subject to regulatory approval and is expected to be completed during the first quarter of 2000.

On
October 7, 1999, the Company issued a combination of approximately 3.5 million shares of common stock and common stock options to acquire Valley National Corporation
("Valley National"), a one bank holding company headquartered in El Cajon, California. At acquisition, Valley National had approximately $252 million in assets and $230 million in deposits at six
banking offices. The Company will use the pooling of interests method to account for the transaction. The merger is deemed to be material to Company's financial condition and operating results.
Accordingly, the Company's financial statements will be restated.

Operating
results for the Company and Valley National for the year ended December 31, 1998 and the nine months ended September 30, 1999 prior to restatement are:

|(In thousands, except per share data)            |  | The Company |         | Valley National |   | Combined
|------------------------------------------------ |  | ----------- | ------- | --------------- | - | --------
|Nine Months Ended September 30, 1999:            |  |             |         |                 |   |         
|Net interest income                              |  | $           | 199,558 |                 | $ | 9,882   
|Net income                                       |  |             | 55,328  |                 |   | 2,249   
|Earnings per common and common equivalent share: |  |             |         |                 |   |         
|Basic                                            |  | $           | 1.18    |                 | $ | 0.81    
|Diluted                                          |  | $           | 1.17    |                 | $ | 0.74    
|Year Ended December 31, 1998:                    |  |             |         |                 |   |         
|Net interest income                              |  | $           | 260,760 |                 | $ | 11,729  
|Net income                                       |  |             | 43,063  |                 |   | 2,400   
|Earnings per common and common equivalent share: |  |             |         |                 |   |         
|Basic                                            |  | $           | 0.91    |                 | $ | 0.87    
|Diluted                                          |  | $           | 0.90    |                 | $ | 0.81    

Note DACCOUNTING CHANGES

Accounting for Derivative Instruments and Hedging Activities

Statement of Financial Accounting Standards No. ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial position and measure those instruments at fair value. In certain defined conditions, a derivative may be specifically designated as a
hedge for a particular exposure. The accounting for changes in the fair value of the derivative depends on the intended use of the derivative and the resulting designation. The effective date has been
deferred for one year with the recent issuance of SFAS 137, "Accounting for Derivative Instruments and Hedging ActivitiesDeferral of the Effective Date of FASB Statement No. 133," which
amended SFAS 133. SFAS 133, as amended, is effective for all quarters of fiscal years beginning after June 15, 2000, with earlier application permitted. Retroactive application of this
Statement to prior periods is prohibited. The adoption of SFAS 133 is not expected to have a material impact on the Company.



As of January 1, 1998, the Company adopted Statement 130, Reporting Comprehensive Income. Statement 130 establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption of this Statement had no impact on the Company's net income or shareholders' equity. Statement 130 requires unrealized
gains or losses on the Company's available-for-sale

securities which prior to adoption was reported separately in shareholders' equity to be included in other comprehensive income. Prior year financial statements have been reclassified to conform to
the requirements of Statement 130.

Note EINVESTMENTS

The following is a summary of available-for-sale and held-to-maturity securities at September 30, 1999:

|                                    |  | Available-for-Sale Securities
|----------------------------------- |  | -----------------------------
|
|United States Treasury              |  | $                            
|United States Government agencies   |  |                              
|Mortgage-backed securities          |  |                              
|Collateralized mortgage obligations |  |                              
|State and Political Securities      |  |                              
|Other securities                    |  |                              
|                                    |  |                              
|                                    |  | $                            
|                                    |  |                              
|                                    |  |                              
|
|
|Other securities                    |  |                              
|                                    |  |                              
|                                    |  | $                            
|                                    |  |                              

Proceeds
from the sale of available-for-sale securities during the three months ended September 30, 1999 and 1998, were $19,364,000 and $42,894,000, respectively. Gross gains
of $229,000 and $354,000 were realized on sales during the three months ended September 30, 1999 and 1998, respectively. No gross losses were realized on these sales during 1999 or 1998. Gains
and losses on disposition of these securities were computed using the specific identification method.

Note FLOANS

The composition of the loan portfolio at September 30, 1999, was as follows (in thousands):

|Real estate                    |  | $ | 1,223,852
|------------------------------ |  | - | ---------
|Real estate construction       |  |   | 423,377  
|Commercial                     |  |   | 933,799  
|Agricultural                   |  |   | 279,613  
|Consumer and other             |  |   | 627,772  
|                               |  |  
|                               |  |   | 3,488,413
|Less allowance for loan losses |  |   | 48,411   
|                               |  |  
|Net loans                      |  | $ | 3,440,002
|                               |  |  

Note GFINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk to meet the financing needs of its customers and to
manage its interest rate risk. These financial instruments include commitments to extend credit and letters of credit. The contract or notional amounts of these financial instruments at
September 30, 1999, were as follows (in thousands):

|Commitments to extend credit |  | $ | 660,182
|---------------------------- |  | - | -------
|Letters of credit            |  |   | 29,910 

Note HSUBORDINATED NOTES

Long-term debt at September 30, 1999, included $60 million of 7.30% Subordinated Notes issued in June 1997. These notes are due June 30,
2004, with interest payable semi-annually. At September 30, 1999, the entire $60 million, qualified as Tier 2 capital.

Note IINCOME TAXES

The reconciliation between the provision for income taxes and the amount computed by applying the statutory federal income tax rate was as follows (in
thousands):

|                                             |  | Nine Months Ended September 30, 1999 |       
|-------------------------------------------- |  | ------------------------------------ | ------
|35% of pretax income                         |  | $                                    | 29,219
|State income tax, net of federal tax benefit |  |                                      | 1,268 
|Tax-exempt interest                          |  |                                      | (3,235
|Amortization of goodwill                     |  |                                      | 689   
|Other                                        |  |                                      | 213   
|                                             |  |                                      |       
|Provision for income taxes                   |  | $                                    | 28,154
|                                             |  |                                      |       

Note JSUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS

|Nine months ended September 30 (in thousands)                                     |  | 1999 |         | 1998
|--------------------------------------------------------------------------------- |  | ---- | ------- | ----
|Noncash transfers of held-to-maturity securities to available-for-sale securities |  | $    |        |     
|Unrealized gain (loss) on available-for-sale securities                           |  |      | (60,775 | )   



## 

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Basis of Presentation

The following is a discussion of the Company's financial condition as of September 30, 1999, and December 31, 1998, and its results of operations
for the three and nine month periods ended September 30, 1999 and 1998.

Merger and Acquisition Activity

The Company has made a number of acquisitions during these periods. Each of these acquisitions has had an effect upon the Company's results of operations and
financial condition.

Pooling of Interests Transactions.In the following transactions during the periods presented, the Company accounted
for the acquisition using the pooling of interests method.

Pooling of Interests Transactions

|Date of Acquisition |  | Location and/or
Name of Main Office
of Acquired Entity |  | Number of Locations at Date of Acquisition |  | Total Assets at Date of Acquisition (in millions)
|------------------- |  | ------------------------------------------------------ |  | ------------------------------------------ |  | -------------------------------------------------
|August 1998         |  | Salt Lake City, Utah                                   |  | 2                                          |  | $                                                
|July 1998           |  | Las Cruces, New Mexico                                 |  | 3                                          |  |                                                  
|May 1998            |  | FNB, Inc., Colorado                                    |  | 2                                          |  |                                                  
|April 1998          |  | Longmont, Colorado                                     |  | 4                                          |  |                                                  
|April 1998          |  | Thornton, Colorado                                     |  | 4                                          |  |                                                  

With respect to the acquisitions listed above, the Company's results of operations and financial condition have been restated for all historical periods:

On
August 7, 1998, the Company issued approximately 1,526,000 shares of common stock to acquire Guardian Bancorp ("Guardian"), a one-bank holding company headquartered in Salt
Lake City, Utah. At acquisition, Guardian had approximately $99 million in assets at two offices in Utah.

On
July 1, 1998, the Company issued approximately 1,932,000 shares of common stock to acquire Western Bancshares of Las Cruces, Inc. ("Western"), a one-bank holding
company headquartered in Las Cruces, New Mexico. At acquisition, Western had approximately $159 million in assets at three offices in New Mexico.

On
May 7, 1998, the Company issued approximately 1,135,000 shares of common stock to acquire FNB Inc. ("FNB"), a two-bank holding company with banks in Greeley and Fort
Collins, Colorado. At acquisition, FNB had approximately $120 million in assets.

On
April 30, 1998, the Company issued approximately 1,432,000 shares of common stock to acquire Pioneer Bank of Longmont ("Pioneer"). At acquisition, Pioneer had approximately
$138 million in assets at four offices in Colorado.

On
April 3, 1998, the Company issued approximately 853,000 shares of common stock to acquire Community Bancorp, Inc. ("CBI"), a one-bank holding company headquartered in
Thornton, Colorado. At acquisition, CBI had approximately $78 million in assets at one bank in Colorado.

Purchase Transactions.The following transaction during the periods presented was accounted for as a purchase of
certain assets and assumption of certain liabilities.

PURCHASE TRANSACTION

|Date of Acquisition |  | Location and/or
Name of Main Office
of Acquired Entity |  | Number of Locations at Date of Acquisition |  | Total Assets at Date of Acquisition (in millions)
|------------------- |  | ------------------------------------------------------ |  | ------------------------------------------ |  | -------------------------------------------------
|January 1998        |  | Banc One, Phoenix, Arizona                             |  | 37                                         |  | $                                                

The purchase and assumption listed above involved the assets and liabilities of 37 offices of Banc One Corporation located in Arizona, Colorado, and Utah. The
transaction resulted in the recognition of approximately $44 million of deposit premium. The purchase was funded through a combination of net proceeds from the issuance of 2,000,000 shares of common
stock in December 1997 and the proceeds of the issuance of $60 million 8.20% Cumulative Capital Securities by a business trust subsidiary in December 1997.

Overview

For the three months ended September 30, 1999, net income was $19.3 million, an increase of $5.9 million, or 44%, from the $13.4 million earned during
the 1998 period. The Company's basic earnings per common share for the third quarter of 1999 were $0.41, compared to $0.28 in 1998. Diluted earnings per common share for the third quarter of 1999 were
$0.41.

Return
on average assets was 1.27% for the third quarter of 1999, compared with 0.89% for the 1998 period. Return on average common shareholders' equity for the 1999 and 1998 periods
were 19.91% and 13.40%, respectively. Principal factors contributing to these changes included incremental net noninterest expenses associated with the acquisition and integration of entities acquired
during 1998.

For
the nine months ended September 30, 1999, net income was $55.3 million, an increase of $18.8 million, or 51.5%, from the $36.5 million earned during the 1998 period. This
included the effect of a $3.9 million after tax loss from discontinued operations associated with disposal of the Company's sub-prime lending business during 1998. Basic earnings per common share for
the nine months ended September 30, 1999, were $1.18, compared to $0.77 in 1998. Diluted earnings per common share for the nine months ended September 30, 1999 were $1.17.

Return
on average assets and return on common equity for the nine months ended September 30, 1999 were 1.24% and 18.62%, respectively, as compared to the 1998 ratios of 0.85%
and 12.58%, respectively.

Sale of Sub-Prime Lending Business

In December 1996, the Company acquired two sub-prime lending affiliates, Mountain Parks Financial Services, Inc. ("MPFS") and Equity
Lending, Inc. ("ELI"), through its merger with Mountain Parks Financial Corporation. The Company subsequently decided to sell MPFS and ELI and accounted for these entities as discontinued
operations during 1997 and the first two quarters of 1998.

During
the first two quarters of 1998, the Company recognized a charge of $1.7 million, which reflected the expected loss on disposition of the subsidiaries, and realized a $2.2
million operating loss, consisting of $707,000 attributed to quarterly operations, including a $68,000 loss during the first quarter and $1.4 million associated with one-time operating expenses
related to preparing the subsidiaries for sale.

As
of June 30, 1998, in anticipation of the disposition of certain operating assets, the Company changed the status of MPFS and ELI from discontinued operations and reflected
the assets expected to be retained as loans. In July 1998, the Company sold the operating assets, excluding loans retained of MPFS and ELI in cash transactions. The Company retained
approximately $50 million in sub-prime mortgage loans originated by ELI, approximately $50 million in automobile installment contracts originated by MPFS and servicing rights on an additional $100
million in ELI loans sold to other parties. In late 1998, the Company sold a portion of the loans retained from MPFS and ELI. The Company recorded another charge of $10 million in the fourth quarter
in connection with further expected losses upon liquidation of these assets, including direct losses, increased reserves, termination fees on certain servicing contracts and severance costs for loan
servicing personnel. During April 1999, the Company sold $8.5 million of remaining sub-prime mortgages and $22 million of automobile installment contracts. During May 1999, the Company
sold $10 million of the remaining automobile installment contracts. At September 30, 1999, the Company had approximately $11 million in performing sub-prime mortgages, which continue to be paid

down or are being liquidated. The Company anticipates that it will not pursue further sub-prime lending activities.

Results of Operations



Net interest income for the three months ended September 30, 1999, was $66.7 million, a decrease of $864,000, or 1.3%, from the net interest income of
$67.6 million earned during the 1998 period. The net interest margin of 4.98% during the third quarter of 1999, was down from 5.08% during the 1998 period.

Net
interest income for the nine months ended September 30, 1999 was $199.6 million, an increase of $7.4 million, or 3.9% from interest income of $192.2 million earned during
the 1998 period.



The provision for loan losses for the three months ended September 30, 1999, was $4.2 million, a decrease of $633,000, or 13.1%, from the $4.8 million
provision during the 1998 period. This decrease reflects relatively stable loan quality, the recognition of specific credits at recently acquired institutions, and the Company's objective of
maintaining adequate reserve levels.



Noninterest income for the three months ended September 30, 1999, was $17.4 million, an increase of $1.5 million, or 9.4%, from the 1998 level of $15.9
million. The increase reflects continued growth in revenue generated by the Company's insurance, trust and sales of investment securities. The 1999 period included $9.3 million in deposit service
charges, an increase of $1.3 million over the 1998 period.

Noninterest
income for the nine months ended September 30, 1999, was $51.1 million, an increase of $5.0 million, or 10.8% from the 1998 level of $46.1 million. The increase was
principally due to a $2.7 million increase in deposit service charges. In addition, insurance commissions increased $1.0 million and gains on sale of available-for-sale securities increased $674,000.



Noninterest expense for the three months ended September 30, 1999, was $50.8 million, a decrease of $6.5 million, or 11.3%, from the level of $57.3
million during the 1998 period. The decrease was principally due to a decrease of $1.6 million, or 6.0%, in salaries and employee benefits, a significant portion resulting from the Company's cost
reduction initiatives implemented during the fourth quarter of 1998. Net occupancy decreased $1.2 million or 13.3% from $9.0 million in the period ended September 30, 1998, to $7.8 million at
the end of the current period, also principally due to the Company's cost reduction initiatives. The third quarter of 1998 included $1.3 million in acquisition, merger, integration, and conforming
charges associated with transactions completed during the third quarter of 1998.

Noninterest
expense for the nine months ended September 30, 1999 was $152.0 million, a decrease of $16.8 million, or 10.0%, from $168.8 million during the 1998 period. The
decrease was principally due to the cost reduction initiatives implemented during the fourth quarter of 1998, including a $6.6 million, or 8.1% reduction in salaries and employee benefits and a $3.0
million, or 11.6% reduction in net occupancy. In addition, the 1998 period included $2.9 million in acquisitions, merger, integration, and conforming charges related to acquisitions completed during
the 1998 period. Legal and accounting expense was $2.4 million during the period ended September 30, 1999, a decrease of $717,000 or 23.1% from the $3.1 million recorded during the period ended
September 30, 1998.

Provision for Income Taxes

The provision for income taxes for the three months ended September 30, 1999, was $9.9 million, an increase of $1.9 million, or 23.8%, from the 1998
level of $8.0 million, due primarily to the increase in pre-tax income. The reduction in the effective tax rate results primarily from the realization of the effect of certain tax planning strategies.

The
provision for income taxes for the nine months ended September 30, 1999 was $28.2 million, an increase of $10.0 million, or 54.9%, from the 1998 level of $18.2 million, due
to the increase in the level of pretax income.

Year 2000 Issue

The Company is evaluating the potential impact of what is commonly referred to as the "Year 2000" issue. This issue addresses the potential inability of
certain information systems to properly recognize and process dates containing the year 2000 and beyond. If not corrected, these systems could fail or create erroneous results. The Company has
established a dedicated Year 2000 Team to focus on all significant operational areas throughout the Company. This team has worked with management to commence the following steps:
(i) implementing a Year 2000 Assessment and Testing Plan for all items that may be affected by the Year 2000 date change; (ii) working with loan customers to help them understand the
impact of the Year 2000 on their business; (iii) communicating with third parties that interact with the Company to ensure they are addressing the Year 2000 issue; (iv) communicating
with hardware and software suppliers to ensure Year 2000 compliance among their products; and (v) contingency and disaster recovery planning to ensure Year 2000 problem resolution. The Company
completed substantially all testing and established compliance with respect to its applications, subject to equipment upgrades during 1999, ongoing communications with third parties, and compliance of
any entities acquired in 1999. Regardless of the Year 2000 compliance of the Company's systems, there can be no assurance that the Company will not be adversely affected by the failure of others to
become Year 2000 compliant. Such risks may include potential losses related to loans made to third parties whose businesses are adversely affected by the Year 2000 issue, the disruption or inaccuracy
of data provided by non-Year 2000 compliant third parties and business disruption caused by the failure of service providers, such as security and data processing companies, to become Year 2000
compliant. Another pervasive banking risk associated with the Year 2000 issue is the risk of banking customers withdrawing and retaining large amounts of cash during late 1999, thus reducing the
Company's deposits and needed working capital. Because of these uncertainties, there can be no assurance that the Year 2000 issue will not have a material financial impact in any future period.

The
Company incurred operating costs of $400,000 during 1998, which included $100,000 in labor costs associated with dedicated staff and $200,000 of labor costs related to other staff
time devoted to Year 2000 compliance and $100,000 in costs related to the write off of non-compliant equipment. The Company also incurred $1.0 million in capital expenditures for equipment upgrades
related to the compliance effort. During the first nine months of 1999, the Company incurred approximately $400,000 in operating costs consisting principally of direct labor, and an additional
$900,000 in capital expenditures. The 1999 expenditures represent 5% of the Company's information technology operating budget and 30% of the Company's information technology capital expenditure budget
for 1999. The Company anticipates minimal operating costs and no additional capital expenditures related to the Year 2000 issue during the remainder of 1999. The costs incurred in 1999 and 1998 were
funded from operating income. The Company has not delayed any information technology projects as a result of their Year 2000 compliance effort.

The
Company has identified contingency plans for all mission critical applications and the affiliate bank environment. The verification and validation of these plans have been
completed during the first nine months of 1999. The Company currently is and will continue to focus on communication of the Year 2000 issue to customers and employees. The Company's Year 2000
compliance effort has been reviewed on five

occasions by regulatory authorities during 1998, on three occasions during the first nine months of 1999, and anticipates two reviews during the remainder of 1999.

Financial Condition



Total loans were $3.5 billion at September 30, 1999 and $3.4 billion at December 31, 1998.

The
following table presents the Company's balance of each major category of loans:

|                               |  | September 30, 1999 |           |  | December 31, 1998 |  
|------------------------------ |  | ------------------ | --------- |  | ----------------- | -
|
|
|
|Loan category:                 |  |                    |           |  |                   |  
|Real estate                    |  | $                  | 1,223,852 |  | 35.08             | %
|Real estate construction       |  |                    | 423,377   |  | 12.14             | %
|Commercial                     |  |                    | 933,799   |  | 26.77             | %
|Consumer and other             |  |                    | 627,772   |  | 18.00             | %
|Agricultural                   |  |                    | 279,613   |  | 8.01              | %
|                               |  |                    |           |  |                   |  
|Total loans                    |  |                    | 3,488,413 |  | 100.00            | %
|                               |  |                    |           |  |                   |  
|Less allowance for loan losses |  |                    | 48,411    |  |                   |  
|                               |  |                    |           |  |                   |  
|Total                          |  | $                  | 3,440,002 |  |                   |  
|                               |  |                    |           |  |                   |  



At September 30, 1999, nonperforming assets were $30.7 million, an increase of $4.4 million, or 16.7%, from the $26.3 million level at
December 31, 1998. The increase was principally due to the Company's decision to place various credits at recently acquired institutions, principally two non-residential real estate credits,
into a non-accrual status. At September 30, 1999, nonperforming loans as a percent of total loans was .76%, an increase from the December 31, 1998 level of .67%. OREO was $4.2 million at
September 30, 1999, an increase of $550,000 from $3.7 million at December 31, 1998.

Nonperforming
assets of the Company are summarized in the following table:

|                                                       |  | September 30, 1999 |        | December 31, 1998 |  
|------------------------------------------------------ |  | ------------------ | ------ | ----------------- | -
|Loans                                                  |  |                    |        |                   |  
|Nonaccrual loans                                       |  | $                  | 26,080 |                   | $
|Restructured loans                                     |  |                    | 391    |                   |  
|                                                       |  |                    |        |                   |  
|Nonperforming loans                                    |  |                    | 26,471 |                   |  
|Other real estate owned                                |  |                    | 4,210  |                   |  
|                                                       |  |                    |        |                   |  
|Nonperforming assets                                   |  | $                  | 30,681 |                   | $
|                                                       |  |                    |        |                   |  
|Loans 90 days or more past due but still accruing      |  | $                  | 2,163  |                   | $
|                                                       |  |                    |        |                   |  
|Nonperforming loans as a percentage of total loans     |  |                    | .76    | %                 |  
|Nonperforming assets as a percentage of total assets   |  |                    | .51    | %                 |  
|Nonperforming assets as a percentage of loans and OREO |  |                    | .88    | %                 |  

Allowance for Loan Losses

At September 30, 1999 and September 30, 1998, the allowance for loan losses was $48.4 million and $45.6 million, respectively. Net charge-offs
during the 1999 period were $9.7 million more than those incurred during the nine months ended September 30, 1998. The increase is due principally to the charge-off of sub-prime loans
identified and included in the loan loss provision during the fourth quarter of 1998 and also reflects the Company's exit of the sub-prime lending business.

At
September 30, 1999, the allowance for loan losses as a percentage of total loans was 1.39%, a slight increase from the September 30, 1998, level of 1.35%.

The
following table sets forth the Company's allowance for loans losses:

|                                                        |  | September 30 |       
|------------------------------------------------------- |  | ------------ | ------
|
|
|Balance at beginning of period                          |  | $            | 50,173
|Acquired bank allowance/other                           |  |              |      
|Charge-offs:                                            |  |              |       
|Commercial                                              |  |              | 3,715 
|Real estate                                             |  |              | 1,872 
|Real estate construction                                |  |              | 2,635 
|Agricultural                                            |  |              | 406   
|Consumer and other                                      |  |              | 11,988
|                                                        |  |              |       
|Total charge-offs                                       |  |              | 20,616
|                                                        |  |              |       
|Recoveries:                                             |  |              |       
|Commercial                                              |  |              | 338   
|Real estate                                             |  |              | 860   
|Agricultural                                            |  |              | 373   
|Consumer and other                                      |  |              | 2,121 
|                                                        |  |              |       
|Total recoveries                                        |  |              | 3,692 
|Net charge-offs                                         |  |              | 16,924
|Provision charged to operations                         |  |              | 15,162
|                                                        |  |              |       
|Balance at end of period                                |  | $            | 48,411
|                                                        |  |              |       
|Allowance as a percentage of total loans                |  |              | 1.39  
|Annualized net charge-offs to average loans outstanding |  |              | 0.67  



The investment portfolio, including available-for-sale securities and held-to-maturity securities, was $2.0 billion at September 30, 1999, and down
slightly from $2.1 billion at December 31, 1998. At September 30, 1999, the investment portfolio represented 33.3% of total assets, compared with 34.2% at December 31, 1998. In
addition to investment securities, the Company had investments in interest-bearing deposits of $1.2 million at September 30, 1999, a $3.9 million decrease from the $5.1 million at
December 31, 1998.



Total deposits were $4.8 billion at September 30, 1999, a decrease of $134 million or 2.7% from $4.9 billion at December 31, 1998.
Noninterest-bearing deposits at September 30, 1999, were $844 million, an increase of $296 million, or 54.0%, from $548 million at December 31, 1998. The Company's core deposits as a
percent of total deposits were 88.2% and 87.6% as of September 30, 1999, and December 31, 1998,

respectively. Interest-bearing deposits were $3.9 billion at September 30, 1999, a decrease of $430 million, or 9.9% from the $4.3 billion at December 31, 1998.



Short-term borrowings of the Company were $439 million as of September 30, 1999, as compared to $293 million at December 31, 1998, an increase of
$146 million, or 49.8%.

Long-term
debt of the Company was $93 million as of September 30, 1999, and December 31, 1998.



Shareholders' equity decreased $9 million, or 2.2%, to $396 million at September 30, 1999, from $405 million at December 31, 1998, due principally to an
increase in unrealized losses on available-for-sale securities, partially offset by the increase in net income. At September 30, 1999, the Company's Tier 1 capital, total risk-based capital and
leverage ratios were 9.82%, 12.40%, and 6.95%, respectively, compared to minimum required levels of 4%, 8% and 3%, respectively (subject to change and the discretion of regulatory authorities to
impose higher standards in individual cases). At September 30, 1999, the Company had risk-weighted assets of $4.2 billion.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

There have been no material changes in market risk exposures that affect the quantitative and qualitative disclosures presented as of December 31, 1998.

## 

PART IIOTHER INFORMATION

Item 1.  Legal Proceedings:

None.

Item 2.  Changes in Securities:

None.

Item 3.  Defaults upon Senior Securities:

None.

Item 4.  Submission of Matters to a Vote of Security Holders:

None.

Item 5.  Other Information:

None.

Item 6.  Exhibits and Reports on Form 8-K:



## 

SIGNATURES

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.

|                        |  | COMMUNITY FIRST BANKSHARES, INC.                                                                                                                                       
|----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: November 12, 1999 |  | /s/MARK A. ANDERSONMark A. AndersonVice Chairman, Chief Financial Officer, Chief Information Officer, Treasurer, Secretary
(Principal Financial and Accounting Officer)



## QuickLinks

INDEX

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosure About Market Risk

PART IIOTHER INFORMATIONItem 1. Legal Proceedings:Item 2. Changes in Securities:Item 3. Defaults upon Senior Securities:Item 4. Submission of Matters to a Vote of Security Holders:Item 5. Other Information:Item 6. Exhibits and Reports on Form 8-K:

SIGNATURES