<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
January 20, 2000 (January 20, 2000)
Date of Report (Date of earliest event reported)
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
TENNESSEE 1-10160 62-0859007
- ------------------------ ----------- -------------------
<S> <C> <C>
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
</TABLE>
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
YEAR END EARNINGS RELEASE
On January 20, 2000, Union Planters Corporation announced operating
results for the three and twelve months ended December 31, 1999. A copy of the
Corporation's press release announcing the results is attached as Exhibit 99.1
and is incorporated by reference herein. Additionally, the Corporation 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 January 20,
2000, announcing operating results for the three and
twelve months ended December 31, 1999
99.2 Year End 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: January 20, 2000 /s/ M. Kirk Walters
----------------------- -----------------------------------
M. Kirk Walters
Senior Vice President, Treasurer,
and Chief Accounting Officer
3
<PAGE> 1
EXHIBIT 99.1
Union Planters Corporation Press Release dated January 20,
2000, announcing operating results for
the three and twelve months ended December 31, 1999
<PAGE> 2
JANUARY 20, 2000
UNION PLANTERS CORPORATION ANNOUNCES RECORD ANNUAL
NET EARNINGS OF $410 MILLION, OR $2.85 PER DILUTED SHARE
Memphis, TN -- Union Planters Corporation (NYSE: UPC) announced today
record annual net earnings for 1999 of $410.0 million, or $2.85 per diluted
share, compared to $225.6 million, or $1.58 per diluted share, a year ago.
Results for 1998 were reduced by merger-related and other significant charges.
Net earnings for 1999 represented returns on average assets and average common
equity of 1.25% and 13.80%, respectively.
Cash operating earnings for the year were $440.3 million compared to
$351.9 million in 1998. On a diluted per share basis, cash operating earnings
for the year were $3.06 compared to $2.47 in the prior year, or an increase of
24%. Cash operating earnings represented returns on average assets and average
common equity of 1.34% and 14.83%, respectively.
For the fourth quarter of 1999, net earnings were $97.4 million
compared to $27.6 million for the fourth quarter of 1998. On a diluted per share
basis, net earnings were $.69 compared to $.19 a year ago.
The 1999 results include the following acquisitions from their
respective dates of acquisition:
- January 31, 1999 - First Mutual Bancorp, Inc., the parent of
First Mutual Bank, S.B., in Decatur, Illinois with total
assets of $403 million;
- February 1, 1999 - First and Farmers Bancshares, Inc., the
parent company of First & Farmers Bank of Somerset in
Somerset, Kentucky, and Bank of Cumberland in Burkesville,
Kentucky, with combined total assets of $335 million;
<PAGE> 3
- March 5, 1999 - the purchase of $850 million in loans, 56
branch locations, and the assumption of $1.7 billion of
deposits from First Chicago NBD Corporation in Indiana; and
- July 16, 1999 - Republic Banking Corporation of Florida, the
parent company of Republic National Bank of Miami, in Miami,
Florida, with $1.4 billion in total assets.
Benjamin W. Rawlins, Jr., Chairman and Chief Executive Officer said.
"We are pleased with the progress made in 1999 and to be able to report record
earnings for the year. Our organization was challenged as we completed all of
our planned data processing conversions for the charter consolidations and 1998
and 1999 acquisitions. We now have common systems throughout the Company. These
efforts and "Y2K" readiness occupied a significant amount of resources and
caused our expense levels to be higher than they would otherwise have been.
However, the time spent on "Y2K" paid off as we did not experience any
significant problems. We also believe our efforts to expand our markets,
consolidate operations and systems, standardize products, and train our
personnel to deliver a broader range of financial products will pay dividends
this year and over the long-term. For 2000, we are budgeting an increase in net
earnings per share of 8% to 12%. We anticipate that rising interest rates and
competition will continue to put pressure on industry spreads this year."
Net interest income for 1999 was $1.3 billion, an increase of 4%
over the prior year. Average earning assets increased $1.4 billion in 1999 to
$29.7 billion. Loans at year end, excluding FHA/VA government insured/guaranteed
loans, were $20.9 billion, an increase of 11% from 1998. The net interest spread
increased from 3.60% to 3.69% while the net interest margin declined to 4.36%
from 4.40%, still one of the best margins among the largest bank holding
companies.
<PAGE> 4
For the fourth quarter of 1999, net interest income was $321.0 million
compared to $293.9 million for the same period in 1998. Average earning assets
for the fourth quarter of 1999 increased $1.2 billion compared to the same
quarter in 1998. The net interest spread for the quarter was 3.75% versus 3.46%
in 1998 and the net interest margin was 4.39% compared to 4.24% for the fourth
quarter of 1998.
The provision for losses on loans for 1999 was $74.0 million compared
to $204.1 million in 1998. For the fourth quarter, the provision for losses on
loans was $19.7 million compared to $76.6 million for the same period last year
and $20.4 million for the third quarter of 1999. The decrease year over year is
attributable primarily to the sale of the credit card portfolio in the fourth
quarter of 1998 and to lower provisions by the institutions acquired in 1998.
Net charge-offs for the year and for the fourth quarter were $96.3
million and $36.1 million, respectively, which compares to $186.3 million and
$80.6 million for the same periods in 1998. The higher level of charge-offs in
1998 was attributable to a more aggressive policy of dealing with the problem
credits of banks acquired in 1998 and to the level of charge-offs in the credit
card portfolio.
At December 31, 1999, the allowance for losses on loans was $342.3
million, or 1.64% of loans and 264% of nonperforming loans. Nonperforming assets
and loans 90 days or more past due at December 31, 1999 were $260.3 million, or
1.24% of loans and foreclosed properties. This compares to $231.2 million, or
1.23% of loans and foreclosed properties, at December 31, 1998 and $262.8
million, or 1.26% of loans and foreclosed properties, at September 30, 1999.
Noninterest income for 1999 was $512.7 million compared to $568.8
million for the same period in 1998. The decline from 1998 relates primarily to
the gain on sale of the credit card portfolio in the fourth
<PAGE> 5
quarter of 1998 and to certain other unusual items. Excluding these items and
investment securities gains and losses, noninterest income increased $15.4
million. This growth is attributable primarily to service charges on deposit
accounts, mortgage banking revenues, insurance commissions, annuity sales, and
to growth from banks acquired in 1999. The growth was partially offset by a
decline in bank card fee income due to the sale of the credit card portfolio in
1998.
For the fourth quarter of 1999, noninterest income was $122.4 million
compared to $116.9 million for the same period in 1998 excluding investment
securities gains and losses and unusual items.
Noninterest expense for 1999 was $1.1 billion compared to $1.2 billion
in 1998. Excluding merger-related and other significant charges in 1998,
expenses rose $90.8 million for the year. Expected expense savings from the
charter consolidations and merger integration were more than offset by 1999
acquisitions; increased spending on advertising, promotion and training; and
efforts to expand future fee income in mortgage banking, brokerage, insurance,
and annuity sales.
Noninterest expenses were $277.1 million for the fourth quarter of 1999
compared to $362.1 million for the same quarter in 1998 and $266.0 million for
the third quarter of 1999.
Union Planters Corporation ended the year with total assets of $33.3
billion, total loans of $21.4 billion, and total deposits of $23.4 billion.
Shareholders' equity at December 31, 1999 was $2.8 billion and the shareholders'
equity to total assets and leverage ratios were 8.34% and 6.65%, respectively.
The Company has purchased 4.7 million shares of its common stock in
connection with the share purchase plan announced in August 1999. The plan
authorized the repurchase of up to 5% of Union Planters' common stock or
approximately 7.1 million shares. The purchases were expected to
<PAGE> 6
take place over an 18 to 24 month period in either open market or in privately
negotiated transactions.
Union Planters Corporation, headquartered in Memphis, Tennessee, is a
multi-state bank holding company with 1,017 ATMs and 868 banking offices in
Alabama, Arkansas, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana,
Mississippi, Missouri, Tennessee, and Texas. Union Planters is one of the 30
largest bank holding companies in the United States. 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
1998 Annual Report on Form 10-K and "Cautionary Statement About Forward-Looking
Information" in the September 30, 1999 Quarterly Report on Form 10-Q.
-O0O-
FOR ADDITIONAL INFORMATION, INCLUDING SUPPLEMENTAL FINANCIAL INFORMATION FOR THE
FOURTH QUARTER AND THE YEAR, VISIT UNION PLANTERS' WEB SITE AT
http://www.unionplanters.com OR CONTACT:
FINANCIAL CONTACT
JACK W. PARKER
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(901) 580-6781
MEDIA CONTACT
BILL ANDREWS
SENIOR VICE PRESIDENT
(901) 580-2892
[TWO PAGE FINANCIAL ATTACHMENT FOLLOWS]
<PAGE> 7
UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCOME STATEMENT AMOUNTS
Net interest income
Actual $ 321,016 $ 293,940 $ 1,256,531 $ 1,207,233
Taxable-equivalent basis 330,339 306,712 1,294,509 1,244,534
Provision for losses on loans 19,661 76,584 74,045 204,056
Noninterest income
Investment securities gains (losses) 160 6,021 2,128 (9,074)
Other 122,498 191,771 510,582 577,833
Noninterest expense 277,117 362,057 1,076,364 1,200,014
Earnings before income taxes 146,896 53,091 618,832 371,922
Applicable income taxes 49,546 25,500 208,834 146,316
NET EARNINGS 97,350 27,591 409,998 225,606
NET EARNINGS APPLICABLE TO COMMON SHARES 96,929 27,121 408,240 223,532
CASH EARNINGS (1) 110,434 35,991 457,580 252,895
CASH OPERATING EARNINGS (2) 440,337 351,866
- -------------------------------------------------------------------------------------------------------------
PER COMMON SHARE DATA
Net earnings
- basic $ .69 $ .19 $ 2.88 $ 1.61
- diluted .69 .19 2.85 1.58
Cash earnings (1)
- basic .79 .25 3.21 1.80
- diluted .78 .25 3.18 1.77
Cash operating earnings (2)
- basic 3.09 2.52
- diluted 3.06 2.47
Cash dividends .50 .50 2.00 2.00
Book value 19.90 20.86
- -------------------------------------------------------------------------------------------------------------
BALANCES AT END OF PERIOD
Loans, excluding FHA/VA government-insured/
guaranteed loans $ 20,927,187 $ 18,816,915
Allowance for losses on loans 342,300 321,476
Nonperforming assets
Nonaccrual loans 127,766 150,378
Restructured loans 1,878 5,612
Foreclosed properties 37,864 26,607
Loans 90 days past due 92,834 48,626
FHA/VA government-insured/guaranteed loans 519,213 759,911
Nonaccrual 6,613 9,232
90 days past due 240,799 355,124
Available for sale investment securities
Amortized cost 7,685,096 8,208,570
Fair value 7,472,455 8,301,703
Unrealized gain (loss), net of taxes (134,217) 57,245
Total assets 33,280,353 31,691,953
Total deposits 23,372,116 24,896,455
Total shareholders' equity 2,776,109 2,984,078
Total common equity 2,755,234 2,960,725
Tier 1 capital 2,139,735 2,746,285
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
UNION PLANTERS CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVERAGE BALANCES
Loans, excluding FHA/VA government-
insured/guaranteed loans $21,182,056 $19,389,417 $20,543,632 $19,539,852
FHA/VA government-insured/
guaranteed loans 528,806 761,455 597,944 958,921
Investment securities 7,766,424 8,032,049 8,137,587 7,217,180
Earning assets 29,855,930 28,703,013 29,676,273 28,302,836
Total assets 33,140,601 31,388,245 32,902,370 30,744,326
Total deposits 24,057,562 24,530,709 25,027,643 23,583,305
Interest-bearing liabilities 25,305,421 23,816,423 24,927,137 23,507,819
Demand deposits 4,222,365 3,854,463 4,315,708 3,594,978
Shareholders' equity 2,944,349 2,965,740 2,980,664 2,931,703
Common equity 2,922,896 2,941,472 2,958,346 2,899,372
- ------------------------------------------------------------------------------------------------------------
OTHER SUPPLEMENTAL INFORMATION
Net earnings
Return on average assets 1.17% .35% 1.25% .73%
Return on average common equity 13.16 3.66 13.80 7.71
Cash operating earnings (2)
Return on average assets 1.34 1.14
Return on average common equity 14.83 12.06
Return on average tangible assets 1.37 1.16
Return on average tangible common equity 20.17 13.37
Allowance for losses on loans to loans (3) 1.64 1.71
Nonperforming loans to loans (3) .62 .83
Nonperforming assets to loans and
foreclosed properties (3) .80 .97
Net charge-offs of loans $ 36,082 $ 80,625 $ 96,296 $ 186,281
Net charge-offs as a percentage of
average loans (3) .68% 1.65% .47% .95%
Common shares outstanding (end of
period, in thousands) 138,487 141,925
Weighted average shares outstanding
(in thousands)
Basic 140,044 141,312 141,854 139,034
Diluted 141,912 142,803 143,983 142,693
Yield on earning assets (taxable-equivalent
basis) 7.96% 8.05% 7.87% 8.31%
Rate on interest-bearing liabilities 4.21 4.59 4.18 4.71
Interest rate spread (taxable-equivalent
basis) 3.75 3.46 3.69 3.60
Net interest income as a percentage of
average earning assets (taxable-equivalent
basis) 4.39 4.24 4.36 4.40
Shareholders' equity to total assets 8.34 9.42
Leverage ratio 6.65 8.86
</TABLE>
(1) Earnings before goodwill and other intangibles amortization, net of taxes.
(2) Earnings before goodwill and other intangibles amortization,
merger-related charges and other significant items, net of taxes.
(3) Excludes FHA/VA government-insured/guaranteed loans
- -------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 99.2
Year End Unaudited Supplemental Financial Information
<PAGE> 2
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
December 31, Variance
---------------------------- ------------------------
1999 1998 Dollar Percentage
------------ ------------ ----------- ----------
Assets (Dollars in thousands)
<S> <C> <C> <C> <C>
Cash and due from banks $ 1,127,902 $ 1,271,614 $ (143,712) (11.3)%
Interest-bearing deposits at financial institutions 73,062 47,583 25,479 53.5
Federal funds sold and securities
purchased under agreements to resell 51,117 94,568 (43,451) (45.9)
Trading account assets 315,734 275,992 39,742 14.4
Loans held for resale 430,690 441,214 (10,524) (2.4)
Available for sale investment securities (amortized cost: $7,685,096,
and $8,208,570, respectively) 7,472,455 8,301,703 (829,248) (10.0)
Loans 21,474,498 19,611,168 1,863,330 9.5
Less: Unearned income (28,098) (34,342) 6,244 18.2
Allowance for losses on loans (342,300) (321,476) (20,824) (6.5)
------------ ------------ -----------
Net loans 21,104,100 19,255,350 1,848,750 9.6
Premises and equipment 637,628 553,251 84,377 15.3
Accrued interest receivable 287,231 293,066 (5,835) (2.0)
FHA/VA claims receivable 108,618 126,164 (17,546) (13.9)
Mortgage servicing rights 122,110 101,466 20,644 20.3
Goodwill and other intangibles 975,432 386,994 588,438 152.1
Other assets 574,274 542,988 31,286 5.8
------------ ------------ -----------
Total assets $ 33,280,353 $ 31,691,953 $ 1,588,400 5.0
============ ============ ===========
Liabilities and shareholders' equity
Deposits
Noninterest-bearing $ 4,035,189 $ 4,194,402 $ (159,213) (3.8)
Certificates of deposit of $100,000 and over 1,963,347 2,614,694 (651,347) (24.9)
Other interest-bearing 17,373,580 18,087,359 (713,779) (3.9)
------------ ------------ -----------
Total deposits 23,372,116 24,896,455 (1,524,339) (6.1)
Short-term borrowings 5,422,504 1,648,039 3,774,465 229.0
Short and medium-term bank notes 60,000 105,000 (45,000) (42.9)
Federal Home Loan Bank advances 203,032 279,992 (76,960) (27.5)
Other long-term debt 854,738 1,053,740 (199,002) (18.9)
Accrued interest, expenses, and taxes 202,303 278,237 (75,934) (27.3)
Other liabilities 389,551 446,412 (56,861) (12.7)
------------ ------------ -----------
Total liabilities 30,504,244 28,707,875 1,796,369 6.3
------------ ------------ -----------
Commitments and contingent liabilities -- -- -- --
Shareholders' equity
Convertible preferred stock 20,875 23,353 (2,478) (10.6)
Common stock, $5 par value; 300,000,000 shares authorized;
138,487,381 and 141,924,958 issued and outstanding,
respectively 692,437 709,625 (17,188) (2.4)
Additional paid-in capital 755,306 691,789 63,517 9.2
Retained earnings 1,453,468 1,516,712 (63,244) (4.2)
Unearned compensation (11,760) (14,646) 2,886 19.7
Accumulated other comprehensive income-unrealized gain (loss) on
available for sale securities, net (134,217) 57,245 (191,462) NM
------------ ------------ -----------
Total shareholders' equity 2,776,109 2,984,078 (207,969) (7.0)
------------ ------------ -----------
Total liabilities and shareholders' equity $ 33,280,353 $ 31,691,953 $ 1,588,400 5.0
============ ============ ===========
</TABLE>
<PAGE> 3
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, VARIANCE
---------------------------- -------------------------
1999 1998 DOLLAR PERCENTAGE
------------ ------------ ----------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 459,488 $ 440,039 $ 19,449 4.4%
Interest on investment securities
Taxable 101,344 99,625 1,719 1.7
Tax-exempt 16,964 17,486 (522) (3.0)
Interest on deposits at financial institutions 447 576 (129) (22.4)
Interest on federal funds sold and securities
purchased under agreements to resell 1,078 3,425 (2,347) (68.5)
Interest on trading account assets 4,607 4,410 197 4.5
Interest on loans held for resale 5,916 4,173 1,743 41.8
------------ ------------ -----------
Total interest income 589,844 569,734 20,110 3.5
------------ ------------ -----------
INTEREST EXPENSE
Interest on deposits 191,901 227,908 (36,007) (15.8)
Interest on short-term borrowings 57,279 20,940 36,339 173.5
Interest on long-term debt 19,648 26,946 (7,298) (27.1)
------------ ------------ -----------
Total interest expense 268,828 275,794 (6,966) (2.5)
------------ ------------ -----------
NET INTEREST INCOME 321,016 293,940 27,076 9.2
PROVISION FOR LOSSES ON LOANS 19,661 76,584 (56,923) (74.3)
------------ ------------ -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOSSES ON LOANS 301,355 217,356 83,999 38.6
------------ ------------ -----------
NONINTEREST INCOME
Service charges on deposit accounts 44,389 40,809 3,580 8.8
Mortgage banking revenue 21,577 22,933 (1,356) (5.9)
Bank card income 7,931 7,438 493 6.6
Factoring commissions 7,490 7,781 (291) (3.7)
Trust service income 5,965 4,820 1,145 23.8
Profits and commissions from trading activities 1,363 749 614 82.0
Investment securities gains 160 6,021 (5,861) (97.3)
Other income 33,783 107,241 (73,458) (68.5)
------------ ------------ -----------
Total noninterest income 122,658 197,792 (75,134) (38.0)
------------ ------------ -----------
NONINTEREST EXPENSE
Salaries and employee benefits 125,809 131,872 (6,063) (4.6)
Net occupancy expense 22,661 20,276 2,385 11.8
Equipment expense 22,458 19,583 2,875 14.7
Goodwill and other intangible amortization 16,200 9,249 6,951 75.2
Other expense 89,989 181,077 (91,088) (50.3)
------------ ------------ -----------
Total noninterest expense 277,117 362,057 (84,940) (23.5)
------------ ------------ -----------
EARNINGS BEFORE INCOME TAXES 146,896 53,091 93,805 176.7
Applicable income taxes 49,546 25,500 24,046 94.3
------------ ------------ -----------
NET EARNINGS $ 97,350 $ 27,591 $ 69,759 252.8
============ ============ ===========
NET EARNINGS APPLICABLE TO COMMON SHARES $ 96,929 $ 27,121 $ 69,808 257.4
============ ============ ===========
EARNINGS PER COMMON SHARE
Basic $ 0.69 $ 0.19 $ 0.50 264.3
Diluted 0.69 0.19 0.50 261.0
AVERAGE COMMON SHARES OUTSTANDING (IN THOUSANDS)
Basic 140,044 141,312 (1,268) (0.9)
Diluted 141,912 142,803 (891) (0.6)
</TABLE>
<PAGE> 4
UNION PLANTERS CORPORATION
CONSOLIDATED DAILY AVERAGE BALANCE SHEET AND INTEREST RATES
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
---------------------------------------------------------------------
1999 1998
--------------------------------- ---------------------------------
INTEREST FTE INTEREST FTE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
----------- -------- ------ ----------- -------- -----
ASSETS (DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits at
financial institutions $ 34,975 $ 447 5.07% $ 41,262 $ 576 5.54%
Federal funds sold and securities
purchased under agreements to resell 82,003 1,078 5.22 198,961 3,425 6.83
Trading account assets 261,666 4,607 6.99 279,869 4,410 6.25
Investment securities (1) and (2)
Taxable securities 6,464,109 101,344 6.22 6,790,231 99,625 5.82
Tax-exempt securities 1,302,315 25,010 7.62 1,241,818 28,602 9.14
----------- -------- ----------- --------
Total investment securities 7,766,424 126,354 6.45 8,032,049 128,227 6.33
Loans, net of unearned income (1), (3), and (4) 21,710,862 466,681 8.53 20,150,872 445,868 8.78
----------- -------- ----------- --------
Total earning assets (1), (2), (3), and (4) 29,855,930 599,167 7.96 28,703,013 582,506 8.05
-------- --------
Cash and due from banks 1,018,711 1,041,615
Premises and equipment 648,260 549,103
Allowance for losses on loans (358,607) (326,450)
Goodwill and other intangibles 978,206 372,615
Other assets 998,101 1,048,349
----------- -----------
TOTAL ASSETS $33,140,601 $31,388,245
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Money market accounts $ 4,497,501 30,941 2.73% $ 3,093,909 30,891 3.96%
Savings deposits 4,471,125 25,173 2.23 4,962,920 23,929 1.91
Certificates of deposit of
$100,000 and over 2,070,880 26,484 5.07 2,714,815 38,747 5.66
Other time deposits 8,795,691 109,303 4.93 9,904,602 134,341 5.38
Short-term borrowings
Federal funds purchased and securities sold under
agreements to repurchase 2,067,530 25,456 4.88 1,513,732 20,620 5.40
Other 2,279,840 31,823 5.54 22,826 320 5.56
Long-term debt
Federal Home Loan Bank advances 203,135 2,998 5.86 443,888 6,154 5.50
Subordinated capital notes 475,903 7,765 6.47 481,890 7,911 6.51
Medium-term bank notes 64,565 1,101 6.77 105,000 1,761 6.65
Trust preferred securities 199,040 4,128 8.23 199,005 4,128 8.23
Other 180,211 3,656 8.05 373,836 6,992 7.42
----------- -------- ----------- --------
Total interest-bearing liabilities 25,305,421 268,828 4.21 23,816,423 275,794 4.59
Noninterest-bearing demand deposits 4,222,365 3,854,46
----------- -------- ----------- --------
Total sources of funds 29,527,786 268,828 27,670,886 275,794
-------- --------
Other liabilities 668,466 751,619
Shareholders' equity
Preferred stock 21,453 24,268
Common equity 2,922,896 2,941,472
----------- -----------
Total shareholders' equity 2,944,349 2,965,740
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $33,140,601 $31,388,245
=========== ===========
NET INTEREST INCOME (1) $330,339 $306,712
======== ========
INTEREST RATE SPREAD (1) 3.75% 3.46%
===== =====
NET INTEREST MARGIN (1) 4.39% 4.24%
===== =====
TAXABLE-EQUIVALENT ADJUSTMENTS
Loans $ 1,277 $ 1,656
Securities 8,046 11,116
-------- --------
Total $ 9,323 $ 12,772
======== ========
</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 in both interest income and the calculation of the
yield on loans.
(4) Includes loans on nonaccrual status.
<PAGE> 5
UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, VARIANCE
------------------------ ------------------------
1999 1998 DOLLAR PERCENTAGE
---------- ----------- --------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $1,760,250 $ 1,828,340 $ (68,090) (3.7)%
Interest on investment securities
Taxable 421,162 373,934 47,228 12.6
Tax-exempt 69,538 63,195 6,343 10.0
Interest on deposits at financial institutions 2,763 1,807 956 52.9
Interest on federal funds sold and securities
purchased under agreements to resell 4,014 18,823 (14,809) (78.7)
Interest on trading account assets 15,970 14,197 1,773 12.5
Interest on loans held for resale 24,235 14,085 10,150 72.1
---------- ----------- ---------
Total interest income 2,297,932 2,314,381 (16,449) (0.7)
---------- ----------- ---------
INTEREST EXPENSE
Interest on deposits 811,411 896,062 (84,651) (9.4)
Interest on short-term borrowings 141,936 79,415 62,521 78.7
Interest on long-term debt 88,054 131,671 (43,617) (33.1)
---------- ----------- ---------
Total interest expense 1,041,401 1,107,148 (65,747) (5.9)
---------- ----------- ---------
NET INTEREST INCOME 1,256,531 1,207,233 49,298 4.1
PROVISION FOR LOSSES ON LOANS 74,045 204,056 (130,011) (63.7)
---------- ----------- ---------
NET INTEREST INCOME AFTER PROVISION
FOR LOSSES ON LOANS 1,182,486 1,003,177 179,309 17.9
---------- ----------- ---------
NONINTEREST INCOME
Service charges on deposit accounts 170,052 156,445 13,607 8.7
Mortgage banking revenue 96,785 89,965 6,820 7.6
Bank card income 26,880 38,562 (11,682) (30.3)
Factoring commissions 29,504 30,630 (1,126) (3.7)
Trust service income 23,920 24,116 (196) (0.8)
Profits and commissions from trading activities 4,321 5,402 (1,081) (20.0)
Investment securities gains (losses) 2,128 (9,074) 11,202 NM
Other income 159,120 232,713 (73,593) (31.6)
---------- ----------- ---------
Total noninterest income 512,710 568,759 (56,049) (9.9)
---------- ----------- ---------
NONINTEREST EXPENSE
Salaries and employee benefits 502,279 479,765 22,514 4.7
Net occupancy expense 88,122 75,974 12,148 16.0
Equipment expense 81,720 72,718 9,002 12.4
Goodwill and other intangibles amortization 56,388 29,333 27,055 92.2
Other expense 347,855 542,224 (194,369) (35.8)
---------- ----------- ---------
Total noninterest expense 1,076,364 1,200,014 (123,650) (10.3)
---------- ----------- ---------
EARNINGS BEFORE INCOME TAXES 618,832 371,922 246,910 66.4
Applicable income taxes 208,834 146,316 62,518 42.7
---------- ----------- ---------
NET EARNINGS $ 409,998 $ 225,606 $ 184,392 81.7
========== =========== =========
NET EARNINGS APPLICABLE TO COMMON SHARES $ 408,240 $ 223,532 $ 184,708 82.6
========== =========== =========
EARNINGS PER COMMON SHARE
Basic $ 2.88 $ 1.61 $ 1.27 79.0
Diluted 2.85 1.58 1.27 80.1
AVERAGE COMMON SHARES OUTSTANDING (IN THOUSANDS)
Basic 141,854 139,034 2,820 2.0
Diluted 143,983 142,693 1,290 0.9
</TABLE>
<PAGE> 6
UNION PLANTERS CORPORATION
SUMMARY OF CONSOLIDATED RESULTS
(UNAUDITED)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
DECEMBER 31,
---------------------------
1999 1998 VARIANCE PERCENTAGE
----------- ----------- ----------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Interest income $ 2,297,932 $ 2,314,381 $ (16,449) (0.7)%
Interest expense (1,041,401) (1,107,148) 65,747 (5.9)
----------- ----------- -----------
Net interest income 1,256,531 1,207,233 49,298 4.1
Provision for losses on loans (74,045) (204,056) 130,011 (63.7)
----------- ----------- -----------
Net interest income after provision for losses on loans 1,182,486 1,003,177 179,309 17.9
Noninterest income
Service charges on deposit accounts 170,052 156,445 13,607 8.7
Mortgage banking revenue 96,785 89,965 6,820 7.6
Bank card income 26,880 38,562 (11,682) (30.3)
Factoring commissions 29,504 30,630 (1,126) (3.7)
Trust service income 23,920 24,116 (196) (0.8)
Profits and commissions from trading activities 4,321 5,402 (1,081) (20.0)
Other income 139,097 130,075 9,022 6.9
----------- ----------- -----------
Total noninterest income 490,559 475,195 15,364 3.2
----------- ----------- -----------
Noninterest expense
Salaries and employee benefits 502,279 468,675 33,604 7.2
Net occupancy expense 88,122 75,974 12,148 16.0
Equipment expense 81,720 72,718 9,002 12.4
Goodwill and other intangibles amortization 56,388 29,333 27,055 92.2
Other expense 353,925 344,919 9,006 2.6
----------- ----------- -----------
Total noninterest expense 1,082,434 991,619 90,815 9.2
----------- ----------- -----------
Earnings before merger-related charges, other
significant items, and income taxes 590,611 486,753 109,858 21.3
Merger-related charges and other significant items
Gain on sale of the credit card portfolio 3,335 70,100 (66,765) NM
Gain on securitization and sale of FHA/VA loans 5,317 19,605 (14,288) (72.9)
Gain on sale of ARM loans 5,041 -- 5,041 NM
Gain on sale of corporate trust business 2,417 -- 2,417 NM
Net gain on sales of branches and other selected assets 3,913 6,345 (2,432) (38.3)
Investment securities gains (losses) 2,128 (9,074) 11,202 NM
Merger-related, charter consolidation, and other
expenses related to ongoing integration of operations 7,153 (182,253) 182,253 NM
Expenses related to employee benefit change -- (11,090) 11,090 NM
Contribution of equity securities to a charitable foundation -- (7,609) 7,609 NM
Write-off of mortgage servicing rights, goodwill and other intangibles -- (1,800) 1,800 NM
Other, net (1,083) 945 (2,028) NM
----------- ----------- -----------
Earnings before income taxes 618,832 371,922 246,910 66.4
Applicable income taxes (208,834) (146,316) (62,518) 42.7
----------- ----------- -----------
Net earnings $ 409,998 $ 225,606 $ 184,392 81.7%
=========== =========== ===========
Net earnings $ 409,998 $ 225,606 $ 184,392 81.7%
Merger-related charges and other significant
items, net of taxes (17,243) 98,971 (116,214) NM
Goodwill and other intangibles amortization,
net of taxes 47,682 27,289 20,293 74.4
----------- ----------- -----------
Earnings before merger-related charges,
other significant items, and goodwill and
other intangibles amortization, net of taxes $ 440,337 $ 351,866 $ 88,471 25.1%
=========== =========== ===========
</TABLE>
<PAGE> 7
AVERAGE BALANCE SHEET AND AVERAGE INTEREST RATES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------
1999 1998
---------------------------------- ------------------------------------
INTEREST FTE INTEREST FTE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
------------ ---------- ------ ------------ ---------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-bearing deposits at
financial institutions $ 67,831 $ 2,763 4.07% $ 36,131 $ 1,807 5.00%
Federal funds sold and securities
purchased under agreements to resell 82,098 4,014 4.89 327,630 18,823 5.75
Trading account assets 247,181 15,970 6.46 223,122 14,197 6.36
Investment securities (1) (2)
Taxable 6,817,453 421,162 6.18 6,102,670 373,934 6.13
Tax-exempt 1,320,134 102,438 7.76 1,114,510 90,352 8.11
----------- ---------- ------------ ----------
Total investment securities 8,137,587 523,600 6.43 7,217,180 464,286 6.43
Loans, net of unearned income (1) (3) (4) 21,141,576 1,789,563 8.46 20,498,773 1,852,569 9.04
----------- ---------- ------------ ----------
TOTAL EARNING ASSETS (1) (2) (3) (4) 29,676,273 2,335,910 7.87 28,302,836 2,351,682 8.31
Cash and due from banks 1,018,264 951,819
Premises and equipment 605,512 544,024
Allowance for losses on loans (353,198) (334,304)
Goodwill and other intangibles 783,709 282,733
Other assets 1,171,810 997,218
------------ ------------
TOTAL ASSETS $ 32,902,370 $ 30,744,326
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Money market accounts $ 4,225,158 $ 125,182 2.96% $ 3,128,028 $ 122,081 3.90%
Savings deposits 4,730,703 95,586 2.02 4,524,807 96,061 2.12
Certificates of deposit of
$100,000 and over 2,274,323 118,760 5.22 2,810,295 163,415 5.81
Other time deposits 9,481,751 471,883 4.98 9,525,197 514,505 5.40
Short-term borrowings
Federal funds purchased and securities sold under
agreements to repurchase 1,980,674 91,459 4.62 1,454,025 75,191 5.17
Other 929,335 50,477 5.43 62,471 4,224 6.76
Long-term debt
Federal Home Loan Bank advances 301,773 15,631 5.18 907,689 47,979 5.29
Subordinated capital notes 478,369 31,103 6.50 419,789 28,249 6.73
Medium-term senior notes 91,356 6,160 6.74 123,986 8,252 6.66
Trust Preferred Securities 199,027 16,511 8.30 198,991 16,511 8.30
Other 234,668 18,649 7.95 352,541 30,680 8.70
----------- ---------- ------------ ----------
TOTAL INTEREST-BEARING LIABILITIES 24,927,137 1,041,401 4.18 23,507,819 1,107,148 4.71
Noninterest-bearing demand deposits 4,315,708 -- 3,594,978 --
----------- ---------- ------------ ----------
TOTAL SOURCES OF FUNDS 29,242,845 1,041,401 27,102,797 1,107,148
Other liabilities 678,861 709,826
Shareholders' equity
Preferred stock 22,318 32,331
Common equity 2,958,346 2,899,372
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 2,980,664 2,931,703
------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 32,902,370 $ 30,744,326
============ ============
NET INTEREST INCOME (1) $ 1,294,509 $ 1,244,534
=========== ===========
INTEREST RATE SPREAD (1) 3.69% 3.60%
==== ====
NET INTEREST MARGIN (1) 4.36% 4.40%
==== ====
TAXABLE-EQUIVALENT ADJUSTMENTS
Loans $ 5,078 $ 10,144
Investment securities 32,900 27,157
----------- -----------
Total $ 37,978 $ 37,301
=========== ===========
</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 gains (losses) on available for sale securities.
(3) Includes loan fees in both interest income and the calculation of the
yield on income.
(4) Includes loans on nonaccrual status.
