<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 20, 2000 (April 20, 2000)
------------------------------------------------
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
TENNESSEE 1-10160 62-0859007
- ------------------------ ----------- --------------------
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
--------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
FIRST QUARTER EARNINGS RELEASE
On April 20, 2000, Union Planters Corporation announced operating
results for the three months ended March 31, 2000. A copy of the Company's press
release announcing the results is attached as Exhibit 99.1 and is incorporated
by reference herein. Additionally, the Company provided supplemental financial
information for analysts and other interested investors which is attached as
Exhibit 99.2 and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
C. Exhibits
99.1 Union Planters Corporation Press Release dated April 20,
2000 announcing operating results for the three months
ended March 31, 2000
99.2 First Quarter 2000 Unaudited Supplemental Financial Information
2
<PAGE> 3
SIGNATURE
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 hereunto duly authorized.
Union Planters Corporation
--------------------------
Registrant
Date: April 20, 2000 /s/ M. Kirk Walters
-------------------------------- -------------------------
M. Kirk Walters
Senior Vice President and
Chief Accounting Officer
3
<PAGE> 1
EXHIBIT 99.1
Union Planters Corporation Press Release
dated April 20, 2000 announcing operating results for
the three months ended March 31, 2000
<PAGE> 2
April 20, 2000
UNION PLANTERS CORPORATION ANNOUNCES FIRST QUARTER EARNINGS
OF $101 MILLION, OR $.73 PER DILUTED SHARE
Memphis, TN -- Union Planters Corporation (NYSE: UPC) announced today
first quarter net earnings of $101.3 million, or $.73 per diluted share. This
compares with last year's first quarter net earnings of $97.4 million, or $.67
per diluted share. Net earnings for the first quarter of 2000 represented
returns on average assets and average common equity of 1.23% and 14.39%,
respectively, which compares to 1.22% and 13.39%, respectively, for the same
period in 1999.
Cash operating earnings were $114.4 million for the first quarter of
2000 compared to $102.3 million for the same quarter last year. On a diluted per
share basis, cash operating earnings for the first quarter were $.83 compared to
$.71 for the first quarter of 1999, an increase of 17%. Cash operating earnings
for the first quarter of 2000 represented returns on average assets and average
common equity of 1.38% and 16.24%, respectively, compared to 1.28% and 14.07%,
respectively, for the same period a year ago.
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer said,
"We are pleased with the solid first quarter performance. As anticipated, the
increase in interest rates during the quarter caused a decline in net interest
income compared to the fourth quarter of 1999. However, this decline was offset
by growth of our noninterest income and a reduction in both noninterest expenses
and the loan loss provision. Our primary focus in 2000 is growing noninterest
income and increasing loans and deposits. Efforts are ongoing to further reduce
noninterest expenses.
<PAGE> 3
We are anticipating this improvement to continue during the remainder of this
year."
Net interest income increased 6% in the first quarter of 2000 to $314.8
million as compared to the first quarter of 1999. The net interest margin for
the first quarter was 4.34% compared to 4.22% for the first quarter last year.
The net interest margin was positively affected by the growth of average earning
assets (primarily an 8% growth in loans) which was offset by higher funding
costs. Compared to the fourth quarter of 1999, net interest income decreased 2%.
The provision for losses on loans for the first quarter of 2000 was
$17.3 million, or .32% of average loans. This compares to $16.3 million and
$19.7 million, respectively, for the first and fourth quarters of 1999.
At March 31, 2000 the allowance for losses on loans was $345.8 million,
or 1.59% of loans and 261% of nonperforming loans. Nonperforming assets at March
31, 2000 were $172.4 million, or .79% of loans and foreclosed properties. This
compares to $203.9 million, or 1.02% of loans and foreclosed properties at March
31, 1999, and $167.5 million, or .80% of loans and foreclosed properties, at
December 31, 1999. Net charge-offs as a percentage of average loans were .26%
for the first quarter of 2000, a decrease from .29% and .68%, respectively, for
the first and fourth quarters of 1999.
Noninterest income for the first quarter of 2000 was $127.6 million
compared to $126.3 million for the same quarter in 1999. The first quarter of
1999 included net gains from the securitization and sale of FHA/VA loans, the
sale of the remaining portion of the credit card portfolio, and branch and other
asset sales aggregating $9.2 million. Excluding these items, noninterest income
increased $10.1 million. The growth relates primarily to service charges on
deposit accounts, ATM
<PAGE> 4
transaction fees, and bank card income (merchant servicing). Partially
offsetting this growth was a decline in mortgage banking revenues. Noninterest
income increased 4% over the fourth quarter of 1999.
Noninterest expenses were $271.7 million for the first quarter of 2000,
an increase of $13.5 million over the same period a year ago. Salaries and
employee benefits expense, occupancy and equipment expense, and goodwill and
other intangible amortization accounted for most of the increase. The increase
in these categories was primarily related to the Indiana Branch Purchase in
March 1999 and the Republic Banking Corporation of Florida acquisition in July
1999, both accounted for as purchases. Noninterest expenses for the first
quarter decreased $5.4 million, or 2%, compared to the fourth quarter of 1999.
Union Planters Corporation ended the quarter with total assets of $33.4
billion, total loans of $22.2 billion, and total deposits of $23.4 billion.
Shareholders' equity was $2.7 billion and the shareholders' equity to total
assets and leverage ratios were 8.09% and 6.48%, respectively.
Management will recommend the regular quarterly dividend on Union
Planters' common stock ($.50 per share) to the Board of Directors at their
meeting on April 21, 2000.
The Company completed the purchase of 7.1 million shares under the
share repurchase plan announced by the Board of Directors in August 1999. On
February 17, 2000, the Board of Directors authorized the purchase of an
additional 7.1 million shares. To date, 665,000 shares have been purchased.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 1,049 ATMs and 866 banking offices in
Alabama, Arkansas, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana,
Mississippi, Missouri, Tennessee, and Texas. Union Planters
<PAGE> 5
Corporation was the 27th largest bank holding company in the United States based
on total assets at December 31, 1999. The Corporation's common stock is traded
on the New York Stock Exchange under the symbol UPC and is included in the S & P
500 Index.
This press release contains forward looking statements relating to
management's expectations for the year 2000. These statements are deemed to be
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on management's current
expectations and the current economic environment. Union Planters' actual
strategies and results in future periods may differ materially from those
currently expected due to various risks and uncertainties. A discussion of
factors affecting business and prospects is contained in Union Planters' filings
with the Securities and Exchange Commission, specifically "Risk Factors" in the
1999 Annual Report on Form 10-K and "Cautionary Statement Regarding
Forward-Looking Information" in Union Planters' 1999 Annual Report to
Shareholders.
-o0o-
For additional information, including Supplemental Financial Information for the
first quarter of 2000, visit Union Planters' web site at
http://www.unionplanters.com or contact:
Financial Contact
Bobby L. Doxey
Senior Executive Vice President
and Chief Financial Officer
(901) 580-4565
Media Contact
Bill Andrews
Senior Vice President
(901) 580-2892
[Two Page Financial Attachment Follows]
<PAGE> 6
UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Income statement amounts
Net interest income
Actual $ 314,750 $ 295,697
Taxable-equivalent basis 323,871 305,143
Provision for losses on loans 17,303 16,279
Noninterest income
Investment securities gains -- 11
Other 127,569 126,243
Noninterest expense 271,705 258,239
Earnings before income taxes 153,311 147,433
Income taxes 51,974 50,083
NET EARNINGS 101,337 97,350
NET EARNINGS APPLICABLE TO COMMON SHARES 100,925 96,892
OPERATING EARNINGS (1) 101,029 91,696
CASH OPERATING EARNINGS (2) 114,351 102,260
- ----------------------------------------------------------------------------------------------
PER COMMON SHARE DATA
Net earnings
- basic $ .74 $ .68
- diluted .73 .67
Operating earnings (1)
- basic .74 .64
- diluted .73 .63
Cash operating earnings (2)
- basic .83 .72
- diluted .83 .71
Cash dividends .50 .50
Book value 19.77 21.19
- ----------------------------------------------------------------------------------------------
BALANCES AT END OF PERIOD
Loans, excluding FHA/VA government-insured/guaranteed loans $ 21,730,479 $19,887,089
Allowance for losses on loans 345,821 345,011
Nonperforming assets
Nonaccrual loans 130,483 170,785
Restructured loans 1,811 4,195
Foreclosed properties 40,098 28,960
Loans 90 days past due 81,738 50,906
FHA/VA government-insured/guaranteed loans 479,255 617,854
Nonaccrual 5,767 8,369
90 days past due 216,185 329,742
Available for sale investment securities
Amortized cost 7,572,300 8,721,121
Fair value 7,341,647 8,798,432
Unrealized gain (loss), net of taxes (145,837) 47,463
Total assets 33,350,510 33,669,182
Total deposits 23,370,070 26,461,681
Total shareholders' equity 2,698,580 3,043,909
Total common equity 2,678,038 3,021,012
Tier 1 capital 2,093,134 2,476,642
- ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
- ------------------------------------------------------------------------------
<S> <C> <C>
Average balances
Loans, excluding FHA/VA government-insured/
guaranteed loans $21,531,467 $19,764,932
FHA/VA government-insured/guaranteed loans 499,234 688,883
Investment securities 7,645,215 8,447,535
Earning assets 30,048,208 29,336,591
Total assets 33,252,814 32,350,030
Total deposits 23,286,293 25,287,719
Interest-bearing liabilities 25,781,245 24,427,846
Demand deposits 4,027,414 4,303,509
Shareholders' equity 2,841,875 2,956,833
Common equity 2,821,109 2,933,643
- ------------------------------------------------------------------------------
OTHER SUPPLEMENTAL INFORMATION
Net earnings
Return on average assets 1.23% 1.22%
Return on average common equity 14.39 13.39
Cash operating earnings (2)
Return on average assets 1.38 1.28
Return on average common equity 16.24 14.07
Return on average tangible assets 1.42 1.30
Return on average tangible common equity 24.71 16.91
Allowance for losses on loans to loans (3) 1.59 1.73
Nonperforming loans to loans (3) .61 .88
Nonperforming assets to loans and
foreclosed properties (3) .79 1.02
Net charge-offs of loans $ 13,782 $ 14,204
Net charge-offs as a percentage of
average loans (3) .26% .29%
Common shares outstanding (end of
period, in thousands) 135,487 142,570
Weighted average shares outstanding
(in thousands)
Basic 136,546 142,259
Diluted 138,073 144,675
Yield on earning assets (taxable-equivalent
basis) 8.17% 7.80%
Rate on interest-bearing liabilities 4.47 4.30
Interest rate spread (taxable-equivalent
basis) 3.70 3.50
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.34 4.22
Shareholders' equity to total assets 8.09 9.04
Leverage ratio 6.48 7.83
- ------------------------------------------------------------------------------
</TABLE>
(1) Earnings before other significant items, net of taxes
(2) Earnings before goodwill and other intangibles amortization, and other
significant items, net of taxes
(3) Excludes FHA/VA government-insured/guaranteed loans.
<PAGE> 1
EXHIBIT 99.2
First Quarter 2000 Unaudited Supplemental Financial Information
<PAGE> 2
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31, Variance
------------------------------ -----------------------------
2000 1999 Dollar Percentage
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Assets (Dollars in thousands)
Cash and due from banks $ 963,297 $ 1,168,722 $ (205,425) (17.6)%
Interest-bearing deposits at financial institutions 17,429 51,652 (34,223) (66.3)
Federal funds sold and securities
purchased under agreements to resell 40,023 114,790 (74,767) (65.1)
Trading account assets 207,996 280,689 (72,693) (25.9)
Loans held for resale 338,694 380,413 (41,719) (11.0)
Available for sale investment securities
(amortized cost: $7,572,300 and
$8,721,121, respectively) 7,341,647 8,798,432 (1,456,785) (16.6)
Loans 22,230,099 20,538,456 1,691,643 8.2
Less: Unearned income (20,365) (33,513) 13,148 39.2
Allowance for losses on loans (345,821) (345,011) (810) (0.2)
----------- ----------- ----------
Net loans 21,863,913 20,159,932 1,703,981 8.5
Premises and equipment 628,370 582,973 45,397 7.8
Accrued interest receivable 283,115 290,226 (7,111) (2.5)
FHA/VA claims receivable 104,052 139,411 (35,359) (25.4)
Mortgage servicing rights 126,905 107,639 19,266 17.9
Goodwill and other intangibles 955,199 725,746 229,453 31.6
Other assets 479,870 868,557 (388,687) (44.8)
----------- ----------- ----------
Total assets $33,350,510 $33,669,182 $ (318,672) (0.9)
=========== =========== ==========
Liabilities and shareholders' equity
Deposits
Noninterest-bearing $ 4,185,808 $ 4,664,334 $ (478,526) (10.3)
Certificates of deposit of $100,000 and over 2,044,939 2,429,551 (384,612) (15.8)
Other interest-bearing 17,139,323 19,367,796 (2,228,473) (11.5)
----------- ----------- ----------
Total deposits 23,370,070 26,461,681 (3,091,611) (11.7)
Short-term borrowings 5,384,459 2,172,498 3,211,961 147.8
Short and medium-term senior notes 260,000 105,000 155,000 147.6
Federal Home Loan Bank advances 201,720 210,804 (9,084) (4.3)
Other long-term debt 829,342 969,410 (140,068) (14.4)
Accrued interest, expenses, and taxes 259,274 292,126 (32,852) (11.2)
Other liabilities 347,065 413,754 (66,689) (16.1)
----------- ----------- ----------
Total liabilities 30,651,930 30,625,273 26,657 0.1
----------- ----------- ----------
Commitments and contingent liabilities - - - -
Shareholders' equity
Convertible preferred stock 20,542 22,897 (2,355) (10.3)
Common stock, $5 par value; 300,000,000 shares
authorized; 135,486,993 and 142,570,077
issued and outstanding, respectively 677,435 712,850 (35,415) (5.0)
Additional paid-in capital 741,908 767,396 (25,488) (3.3)
Retained earnings 1,416,477 1,507,437 (90,960) (6.0)
Unearned compensation (11,945) (14,134) 2,189 15.5
Unrealized gain (loss) on available for
sale securities (145,837) 47,463 (193,300) NM
----------- ----------- ----------
Total shareholders' equity 2,698,580 3,043,909 (345,329) (11.3)
----------- ----------- ----------
Total liabilities and shareholders' equity $33,350,510 $33,669,182 $ (318,672) (0.9)
=========== =========== ==========
</TABLE>
<PAGE> 3
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, VARIANCE
-------------------- ---------------------
2000 1999 DOLLAR PERCENTAGE
-------- -------- ------ ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $469,763 $417,771 $ 51,992 12.4%
Interest on investment securities --
Taxable 101,691 106,580 (4,889) (4.6)
Tax-exempt 16,813 17,460 (647) (3.7)
Interest on deposits at financial institutions 320 987 (667) (67.6)
Interest on federal funds sold and securities
purchased under agreements to resell 1,029 869 160 18.4
Interest on trading account assets 5,054 3,595 1,459 40.6
Interest on loans held for resale 6,318 7,323 (1,005) (13.7)
-------- -------- --------
Total interest income 600,988 554,585 46,403 8.4
-------- -------- --------
INTEREST EXPENSE
Interest on deposits 189,968 213,004 (23,036) (10.8)
Interest on short-term borrowings 76,696 19,254 57,442 298.3
Interest on long-term debt 19,574 26,630 (7,056) (26.5)
-------- -------- --------
Total interest expense 286,238 258,888 27,350 10.6
-------- -------- --------
NET INTEREST INCOME 314,750 295,697 19,053 6.4
PROVISION FOR LOSSES ON LOANS 17,303 16,279 1,024 6.3
-------- -------- --------
NET INTEREST INCOME AFTER PROVISION
FOR LOSSES ON LOANS 297,447 279,418 18,029 6.5
-------- -------- --------
NONINTEREST INCOME
Service charges on deposit accounts 42,031 38,867 3,164 8.1
Mortgage banking revenues 22,872 27,487 (4,615) (16.8)
Bank card income 8,422 2,960 5,462 184.5
Factoring commissions 7,144 7,028 116 1.7
Trust service income 6,665 6,710 (45) (0.7)
Profits and commissions from trading activities 1,463 345 1,118 324.1
Investment securities gains -- 11 (11) (100.0)
Other income 38,972 42,846 (3,874) (9.0)
-------- -------- --------
Total noninterest income 127,569 126,254 1,315 1.0
-------- -------- --------
NONINTEREST EXPENSE
Salaries and employee benefits 128,731 123,230 5,501 4.5
Net occupancy expense 23,399 20,235 3,164 15.6
Equipment expense 21,075 19,020 2,055 10.8
Goodwill and other intangible amortization 15,847 12,863 2,984 23.2
Other expense 82,653 82,891 (238) (0.3)
-------- -------- --------
Total noninterest expense 271,705 258,239 13,466 5.2
-------- -------- --------
EARNINGS BEFORE INCOME TAXES 153,311 147,433 5,878 4.0
Income taxes 51,974 50,083 1,891 3.8
-------- -------- --------
NET EARNINGS $101,337 $ 97,350 $ 3,987 4.1
======== ======== ========
NET EARNINGS APPLICABLE TO COMMON SHARES $100,925 $ 96,892 $ 4,033 4.2
======== ======== ========
EARNINGS PER COMMON SHARE
Basic $ 0.74 $ 0.68 $ 0.06 8.8
Diluted 0.73 0.67 0.06 9.0
AVERAGE COMMON SHARES OUTSTANDING (IN THOUSANDS)
Basic 136,546 142,259 (5,713) (4.0)
Diluted 138,073 144,675 (6,602) (4.6)
</TABLE>
<PAGE> 4
UNION PLANTERS CORPORATION
SUMMARY OF CONSOLIDATED RESULTS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
2000 1999 VARIANCE PERCENTAGE
--------- --------- -------- ----------
<S> <C> <C> <C> <C>
(Dollars in thousands)
Interest income $ 600,988 $ 554,585 $ 46,403 8.4 %
Interest expense 286,238 258,888 27,350 10.6
--------- --------- --------
NET INTEREST INCOME 314,750 295,697 19,053 6.4
PROVISION FOR LOSSES ON LOANS 17,303 16,279 1,024 6.3
--------- --------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOSSES ON LOANS 297,447 279,418 18,029 6.5
NONINTEREST INCOME
Service charges on deposit accounts 42,031 38,867 3,164 8.1
Mortgage banking revenue 22,872 27,487 (4,615) (16.8)
Bank card income 8,422 2,960 5,462 184.5
Factoring commissions 7,144 7,028 116 1.7
Trust service income 6,665 6,710 (45) (0.7)
Profits and commissions from trading activities 1,463 345 1,118 324.1
Other income 38,468 33,604 4,864 14.5
--------- --------- --------
Total noninterest income 127,065 117,001 10,064 8.6
--------- --------- --------
NONINTEREST EXPENSE
Salaries and employee benefits 128,731 123,230 5,501 4.5
Net occupancy expense 23,399 20,235 3,164 15.6
Equipment expense 21,075 19,020 2,055 10.8
Goodwill and other intangibles amortization 15,847 12,863 2,984 23.2
Other expense 82,653 82,891 (238) (0.3)
--------- --------- --------
Total noninterest expense 271,705 258,239 13,466 5.2
--------- --------- --------
EARNINGS BEFORE OTHER SIGNIFICANT ITEMS AND TAXES 152,807 138,180 14,627 10.6
OTHER SIGNIFICANT ITEMS
Investment securities gains -- 11 (11) (100.0)
Net gain on sales of branches and other selected assets 504 1,531 (1,027) (67.1)
Gain on sale of credit card portfolio -- 2,394 (2,394) (100.0)
Gain on securitization and sale of FHA/VA loans -- 5,317 (5,317) (100.0)
--------- --------- --------
EARNINGS BEFORE INCOME TAXES 153,311 147,433 5,878 4.0
Income taxes 51,974 50,083 1,891 3.8
--------- --------- --------
NET EARNINGS $ 101,337 $ 97,350 $ 3,987 4.1 %
========= ========= ========
NET EARNINGS $ 101,337 $ 97,350 $ 3,987 4.1 %
Other significant items, net of taxes (308) (5,654) 5,346 94.6
--------- --------- --------
NET OPERATING EARNINGS 101,029 91,696 9,333 10.2
Goodwill and other intangibles amortization, net of taxes 13,322 10,564 2,758 26.1
--------- --------- --------
CASH OPERATING EARNINGS $ 114,351 $ 102,260 $ 12,091 11.8 %
========= ========= ========
</TABLE>
<PAGE> 5
UNION PLANTERS CORPORATION
CONSOLIDATED DAILY AVERAGE BALANCE SHEET AND INTEREST RATES
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------------------------------------------------------
2000 1999
------------------------------------- ------------------------------------
INTEREST FTE INTEREST FTE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
------------ -------- ------ ------------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
ASSETS (DOLLARS IN THOUSANDS)
Interest-bearing deposits at
financial institutions $ 35,491 $ 320 3.63% $ 120,476 $ 987 3.32%
Federal funds sold and securities
purchased under agreements to resell 71,232 1,029 5.81 75,954 869 4.64
Trading account assets 265,569 5,054 7.65 238,811 3,595 6.11
Investment securities (1)(2)
Taxable securities 6,369,279 101,691 6.42 7,127,846 106,580 6.06
Tax-exempt securities 1,275,936 24,692 7.78 1,319,689 25,746 7.91
------------ -------- ------------ --------
Total investment securities 7,645,215 126,383 6.65 8,447,535 132,326 6.35
Loans, net of unearned income (1),(3),(4) 22,030,701 477,323 8.71 20,453,815 426,254 8.45
------------ -------- ------------ --------
TOTAL EARNING ASSETS (1),(2),(3),(4) 30,048,208 610,109 8.17 29,336,591 564,031 7.80
-------- --------
Cash and due from banks 976,291 1,008,050
Premises and equipment 632,962 566,337
Allowance for losses on loans (346,177) (342,679)
Goodwill and other intangibles 966,281 491,474
Other assets 975,249 1,290,257
------------ ------------
TOTAL ASSETS $ 33,252,814 $ 32,350,030
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Money market accounts $ 3,915,206 40,080 4.12% $ 2,839,706 30,258 4.32%
Interest-bearing checking 3,403,196 11,641 1.38 2,105,949 8,400 1.62
Savings deposits 1,558,341 5,629 1.45 3,666,023 15,392 1.70
Certificates of deposit of
$100,000 and over 1,978,169 26,088 5.30 2,492,888 33,480 5.45
Other time deposits 8,403,967 106,530 5.10 9,879,644 125,474 5.15
Short-term borrowings
Federal funds purchased and securities
sold under agreements to repurchase 2,343,982 30,752 5.28 1,754,258 19,137 4.42
Short-term senior notes 72,527 1,113 6.17 -- -- --
Other 3,005,971 44,831 6.00 2,571 117 18.46
Long-term debt
Federal Home Loan Bank advances 202,083 3,012 5.99 595,347 7,350 5.01
Subordinated capital notes 475,499 7,759 6.56 480,702 7,849 6.62
Medium-term senior notes 60,000 1,025 6.87 105,000 1,761 6.80
Trust Preferred Securities 199,049 4,128 8.34 199,013 4,128 8.41
Other 163,255 3,650 8.99 306,745 5,542 7.33
------------ -------- ------------ --------
TOTAL INTEREST-BEARING LIABILITIES 25,781,245 286,238 4.47 24,427,846 258,888 4.30
Noninterest-bearing demand deposits 4,027,414 -- 4,303,509 --
------------ -------- ------------ --------
TOTAL SOURCES OF FUNDS 29,808,659 286,238 28,731,355 258,888
-------- --------
Other liabilities 602,280 661,842
Shareholders' equity
Preferred stock 20,766 23,190
Common equity 2,821,109 2,933,643
------------ ------------
Total shareholders' equity 2,841,875 2,956,833
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 33,252,814 $ 32,350,030
============ ============
NET INTEREST INCOME (1) $323,871 $305,143
======== ========
INTEREST RATE SPREAD (1) 3.70% 3.50%
==== =====
NET INTEREST MARGIN (1) 4.34% 4.22%
==== =====
TAXABLE-EQUIVALENT ADJUSTMENTS
Loans $ 1,242 $ 1,160
Securities 7,879 8,286
-------- --------
Total $ 9,121 $ 9,446
======== ========
</TABLE>
(1) Taxable-equivalent yields are calculated assuming a 35% federal income
tax rate.
(2) Yields are calculated on historical cost and exclude the impact of the
unrealized gain (loss) on available for sale securities.
(3) Includes loan fees, immaterial in amount, in both interest income and
the calculation of the yield on loans.
(4) Includes loans on nonaccrual status.
