<PAGE>
August 14, 2000
Securities and Exchange Commission
450 Fifth St., N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Via Edgar Electronic Filing System
In Re: File Number 0-1026
------------------
Gentlemen:
Pursuant to regulations of the Securities and Exchange Commission,
submitted herewith for filing on behalf of Whitney Holding Corporation (the
"Company") is the Company's Report on Form 10-Q for the period ended June 30,
2000.
This filing is being effected by direct transmission to the
Commission's EDGAR System.
Sincerely,
/s/ Thomas L. Callicutt, Jr.
--------------------------------
Thomas L. Callicutt, Jr.
Executive Vice President and
Chief Financial Officer
(504) 552-4591
TLC/drm
<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------------------------------------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000 Commission file number 0-1026
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 72-6017893
(State of incorporation) (I.R.S. Employer
Identification No.)
228 St. Charles Avenue
New Orleans, Louisiana 70130
(Address of principal executive offices)
(504) 586-7272
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 31, 2000
-------------------------- ----------------------------
Common Stock, no par value 22,685,104
================================================================================
<PAGE>
WHITNEY HOLDING CORPORATION
TABLE OF CONTENTS
Page
--------------------------------------------------------------------------------
PART I. Financial Information
Item 1: Financial Statements:
Consolidated Balance Sheets 1
Consolidated Statements of Operations 2
Consolidated Statements of Changes in
Shareholders' Equity 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5
Selected Financial Data 8
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
--------------------------------------------------------------------------------
PART II. Other Information
Item 1: Legal Proceedings 24
Item 2: Changes in Securities and Use of Proceeds 24
Item 3: Defaults upon Senior Securities 24
Item 4: Submission of Matters to a Vote of Security
Holders 24
Item 5: Other Information 24
Item 6: Exhibits and Reports on Form 8-K 25
<PAGE>
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------------------------------------------------------------
June 30 December 31
(dollars in thousands) 2000 1999
----------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Cash and due from financial institutions $ 221,048 $ 230,690
Investment in securities
Securities available for sale 395,994 206,932
Securities held to maturity, fair values of $982,753 and $1,060,340, respectively 1,010,918 1,084,931
----------------------------------------------------------------------------------------------------------------------------
Total investment in securities 1,406,912 1,291,863
Federal funds sold and short-term investments 8,327 18,691
Loans, net of unearned income 3,976,513 3,673,047
Reserve for possible loan losses (50,359) (44,466)
----------------------------------------------------------------------------------------------------------------------------
Net loans 3,926,154 3,628,581
----------------------------------------------------------------------------------------------------------------------------
Bank premises and equipment 171,363 169,715
Intangible assets 74,957 33,317
Accrued interest receivable 34,948 30,694
Other assets 57,610 50,837
----------------------------------------------------------------------------------------------------------------------------
Total assets $ 5,901,319 $ 5,454,388
============================================================================================================================
LIABILITIES
Non-interest-bearing demand deposits $ 1,290,628 $ 1,230,509
Interest-bearing deposits 3,255,102 3,078,889
----------------------------------------------------------------------------------------------------------------------------
Total deposits 4,545,730 4,309,398
----------------------------------------------------------------------------------------------------------------------------
Short-term borrowings 724,783 541,357
Accrued interest payable 16,982 12,389
Accrued expenses and other liabilities 38,794 34,141
----------------------------------------------------------------------------------------------------------------------------
Total liabilities 5,326,289 4,897,285
============================================================================================================================
SHAREHOLDERS' EQUITY
Common stock, no par value
Authorized - 100,000,000 shares
Issued - 23,745,512 shares 2,800 2,800
Capital surplus 141,110 141,512
Retained earnings 477,932 461,025
Accumulated other comprehensive income (4,009) (3,483)
Treasury stock at cost - 1,074,289 and 1,171,458 shares, respectively (37,328) (40,678)
Unearned restricted stock compensation (5,475) (4,073)
----------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 575,030 557,103
============================================================================================================================
Total liabilities and shareholders' equity $ 5,901,319 $ 5,454,388
============================================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 1 -
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
-------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data) 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
<S> <C> <C> <C> <C>
Interest and fees on loans $ 80,388 $ 64,073 $ 155,942 $ 126,776
Interest and dividends on investments
U.S. Treasury securities 1,930 2,550 3,831 5,648
U.S. agency securities 9,186 7,508 16,703 15,038
Mortgage-backed securities 7,444 8,263 15,117 16,035
Obligations of states and political subdivisions 2,219 2,323 4,661 4,550
Federal Reserve stock and other corporate securities 143 123 268 311
Interest on federal funds sold and short-term investments 401 1,004 770 2,186
-------------------------------------------------------------------------------------------------------------------------
Total interest income 101,711 85,844 197,292 170,544
-------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits 32,100 26,361 61,636 52,340
Interest on short-term borrowings 7,655 3,991 13,701 7,957
-------------------------------------------------------------------------------------------------------------------------
Total interest expense 39,755 30,352 75,337 60,297
-------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME 61,956 55,492 121,955 110,247
PROVISION FOR POSSIBLE LOAN LOSSES 2,500 1,250 5,000 2,250
-------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR
POSSIBLE LOAN LOSSES 59,456 54,242 116,955 107,997
-------------------------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME
Service charges on deposit accounts 7,147 6,981 14,016 13,593
Credit card income 3,933 3,370 7,602 6,147
Trust service fees 2,198 2,056 4,441 4,104
Secondary mortgage market operations 433 1,006 864 1,990
Other non-interest income 3,670 2,617 7,774 5,422
Securities transactions - - - -
-------------------------------------------------------------------------------------------------------------------------
Total non-interest income 17,381 16,030 34,697 31,256
-------------------------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSE
Employee compensation 21,797 20,272 42,868 40,630
Employee benefits 3,973 3,520 8,214 7,548
-------------------------------------------------------------------------------------------------------------------------
Total personnel expense 25,770 23,792 51,082 48,178
Equipment and data processing expense 5,511 5,378 11,069 10,643
Net occupancy expense 4,285 3,878 8,545 7,914
Credit card processing services 2,721 2,417 5,329 4,508
Postage and communications 1,992 1,945 4,019 3,848
Ad valorem taxes 1,680 1,597 3,355 3,118
Amortization of intangibles 1,560 966 2,728 1,939
Legal and professional fees 1,374 1,373 2,272 2,500
Other non-interest expense 7,083 6,616 13,832 13,160
-------------------------------------------------------------------------------------------------------------------------
Total non-interest expense 51,976 47,962 102,231 95,808
-------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 24,861 22,310 49,421 43,445
INCOME TAX EXPENSE 8,221 7,210 16,218 14,049
-------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 16,640 $ 15,100 $ 33,203 $ 29,396
=========================================================================================================================
EARNINGS PER SHARE
Basic $ .74 $ .65 $ 1.47 $ 1.26
Diluted $ .73 $ .65 $ 1.46 $ 1.26
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic 22,626,874 23,194,136 22,618,821 23,319,057
Diluted 22,690,015 23,278,545 22,679,572 23,398,296
-------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 2 -
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
---------------------------------------------------------------------------------------------------------------------------------
Accumulated Unearned
Other Restricted
Common Capital Retained Comprehensive Treasury Stock
(dollars in thousands, except per share data) Stock Surplus Earnings Income Stock Compensation Total
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $ 2,800 $ 138,848 $ 428,880 $ (272) $ (4,613) $ (4,682) $ 560,961
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income - - 29,396 - - - 29,396
Other comprehensive income:
Unrealized net holding loss on securities,
net of reclassification adjustments and
taxes - - - (2,228) - - (2,228)
---------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income - - 29,396 (2,228) - - 27,168
---------------------------------------------------------------------------------------------------------------------------------
Cash dividends declared, $.66 per share - - (15,369) - - - (15,369)
Purchases of treasury stock
under repurchase program - - - - (20,884) - (20,884)
Sales to dividend reinvestment and
employee benefit plans - 1,330 - - - - 1,330
Exercise of stock options - 589 - - 240 - 829
Director stock grants - 22 - - 96 - 118
Restricted stock grant and other activity, net - 1,234 - - 2,523 (1,835) 1,922
---------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1999 $ 2,800 $ 142,023 $ 442,907 $ (2,500) $ (22,638) $ (6,517) $ 556,075
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 $ 2,800 $ 141,512 $ 461,025 $ (3,483) $ (40,678) $ (4,073) $ 557,103
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income - - 33,203 - - - 33,203
Other comprehensive income:
Unrealized net holding loss on securities,
net of reclassification adjustments and
taxes - - - (526) - - (526)
---------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income - - 33,203 (526) - - 32,677
---------------------------------------------------------------------------------------------------------------------------------
Cash dividends declared, $.72 per share - - (16,296) - - - (16,296)
Sales to dividend reinvestment and
employee benefit plans - 37 - - 1,507 - 1,544
Exercise of stock options - (44) - - 188 - 144
Director stock grants - (1) - - 94 - 93
Restricted stock grant and other activity, net - (394) - - 1,561 (1,402) (235)
---------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2000 $ 2,800 $ 141,110 $ 477,932 $ (4,009) $ (37,328) $ (5,475) $ 575,030
---------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 3 -
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------------------------------------------------------
Six Months Ended
June 30
----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) 2000 1999
----------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 33,203 $ 29,396
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 11,234 11,939
Amortization of intangibles 2,728 1,939
Provision for possible loan losses 5,000 2,250
Deferred tax benefit (1,629) (1,367)
Net gains on sales and other dispositions of surplus property (510) (118)
Net gains on sales and other dispositions of foreclosed assets (246) (180)
Provision for losses on foreclosed assets 43 101
Increase in accrued income taxes 3,007 999
Increase in accrued interest receivable and prepaid expenses (5,352) (2,254)
Increase (decrease) in accrued interest payable and other accrued expenses 6,553 (1,862)
----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 54,031 40,843
============================================================================================================================
INVESTING ACTIVITIES
Proceeds from maturities of investment securities held to maturity 86,641 241,924
Purchases of investment securities held to maturity (12,948) (225,991)
Proceeds from maturities of investment securities available for sale 13,911 43,045
Purchases of investment securities available for sale (83,616) (110,062)
Net increase in loans (260,072) (96,464)
Net decrease in federal funds sold and short-term investments 10,364 150,879
Proceeds from sales and other dispositions of foreclosed assets 981 884
Proceeds from sales of surplus property 1,196 815
Purchases of bank premises and equipment (6,930) (16,925)
Net cash paid in business acquisition (50,399) -
Other, net (5,733) (2,921)
----------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (306,605) (14,816)
============================================================================================================================
FINANCING ACTIVITIES
Net decrease in demand deposits, NOW, money market and savings deposits (91,650) (78,121)
Net increase in time deposits 166,264 16,748
Net increase in short-term borrowings 183,426 49,641
Proceeds from issuance of stock 1,669 1,879
Purchases of treasury stock (1,192) (20,884)
Cash dividends (15,585) (14,757)
----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 242,932 (45,494)
============================================================================================================================
DECREASE IN CASH AND CASH EQUIVALENTS (9,642) (19,467)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 230,690 214,963
----------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 221,048 $ 195,496
============================================================================================================================
Cash received during the period for:
Interest income $ 195,159 $ 169,597
Cash paid during the period for:
Interest expense $ 71,006 $ 60,667
Income taxes $ 14,330 $ 14,100
----------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 4 -
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Whitney
Holding Corporation and its subsidiaries ("the Company"). All significant
intercompany balances and transactions have been eliminated. Certain financial
information for prior periods has been reclassified to conform to the current
presentation.
In preparing the consolidated financial statements, the Company is required
to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates. The consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the financial condition, results of operations, changes in
shareholders' equity and cash flows for the interim periods presented. These
adjustments are of a normal recurring nature and include appropriate estimated
provisions.
Pursuant to rules and regulations of the Securities and Exchange
Commission, certain financial information and disclosures have been condensed or
omitted in preparing the consolidated financial statements presented in this
Quarterly Report on Form 10-Q. These financial statements should be read in
conjunction with the Company's 1999 Annual Report on Form 10-K.
NOTE 2 - EARNINGS PER SHARE
The components used to calculate basic and diluted earnings per share are
as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Three Months Ended June 30 Six Months Ended June 30
---------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data) 2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------
Numerator:
<S> <C> <C> <C> <C>
Net income $16,640 $15,100 $33,203 $29,396
Effect of dilutive securities - - - -
---------------------------------------------------------------------------------------------------------------
Numerator for diluted earnings per share $16,640 $15,100 $33,203 $29,396
---------------------------------------------------------------------------------------------------------------
Denominator:
Weighted average shares outstanding 22,626,874 23,194,136 22,618,821 23,319,057
Effect of dilutive stock options 63,141 84,409 60,751 79,239
---------------------------------------------------------------------------------------------------------------
Denominator for diluted earnings per share 22,690,015 23,278,545 22,679,572 23,398,296
---------------------------------------------------------------------------------------------------------------
Earnings per share:
Basic $.74 $.65 $1.47 $1.26
Diluted $.73 $.65 $1.46 $1.26
---------------------------------------------------------------------------------------------------------------
Antidilutive stock options 515,823 511,000 497,036 421,870
---------------------------------------------------------------------------------------------------------------
</TABLE>
- 5 -
<PAGE>
NOTE 3 - MERGERS AND ACQUISITIONS
On August 8, 2000, the Company announced a definitive agreement to acquire
Prattville Financial Services Corporation ("PFSC"), whose principal subsidiary
is Bank of Prattville. Bank of Prattville operates four branches in the
metropolitan area of Montgomery, Alabama, and has approximately $170 million in
total assets, $142 million in deposits and $22 million of shareholders' equity.
The Company will issue stock with a value of approximately $40.5 million in
connection with this tax-free transaction and anticipates accounting for this
transaction as a pooling of interests. The acquisition is subject to certain
conditions, including approval by PFSC's shareholders and appropriate regulatory
agencies, and is expected to be completed in the fourth quarter of 2000.
On February 18, 2000, the Company completed its acquisition of Bank of
Houston for cash of $58 million. At the acquisition date, Bank of Houston had
$180 million in total assets, including $44 million in loans, and $162 million
in deposits in two locations in the Houston, Texas metropolitan area. Applying
purchase accounting to this transaction, the Company recorded $44 million in
intangible assets, with $8 million assigned to the value of deposit
relationships with a nine-year estimated life and $36 million to goodwill with
an estimated life of twenty years.
Bank of Houston's operating results since the acquisition date are included
in the Company's financial statements. The pro forma impact of this acquisition
on the Company's results of operations is insignificant.
NOTE 4 - STOCK-BASED INCENTIVE COMPENSATION PLANS
The Company maintains a long-term incentive plan for key employees and a
directors' compensation plan, each of which allows for the awarding of stock
grants, stock options and other stock-based compensation. During June 2000,
awards were made under each of these plans as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Stock Grant Stock Option Award
-----------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data) Shares Market Value Shares Exercise Price
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Long-term incentive plan for key employees 77,500 $2,872 201,125 $37.19
Directors' compensation plan 4,200 $145 14,000 $34.44
------------------------------------------------------------------------------------------------------------
</TABLE>
The stock grant awarded to employees is subject to forfeiture if the
recipient's employment is terminated within three years of the grant date and
any disposition of the shares received is restricted during this period. The
employee grants can be adjusted based on the financial performance of the
Company in relation to that of a designated peer group over the restriction
period. The ultimate number of shares awarded can range from 0% to 200% of the
initial grant. Compensation expense, initially measured as the market value of
the restricted shares on the grant date, is recognized ratably over the
restriction period. Periodic adjustments are made to reflect changes in the
expected performance adjustment and in the market value of the Company's stock.
- 6 -
<PAGE>
NOTE 5 - COMPREHENSIVE INCOME
Comprehensive income for a period encompasses net income and all other
changes in a company's equity other than from transactions with its owners. The
Company's comprehensive income was as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
-------------------------------------------------------------------------------------------------------------
(dollars in thousands) 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $ 16,640 $15,100 $ 33,203 $ 29,396
Other comprehensive income:
Unrealized holding gain (loss) on securities,
net of tax 805 (2,127) (575) (2,275)
Reclassification adjustment, net of tax, for
amortization of unrealized holding gain (loss)
on securities transferred from available for sale
to held to maturity included in net income 23 23 49 47
-------------------------------------------------------------------------------------------------------------
Comprehensive income $ 17,468 $ 10,510 $ 32,677 $ 27,168
-------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 6 - CONTINGENCIES
The Company and its subsidiaries are parties to various legal proceedings
arising in the ordinary course of business. After reviewing pending and
threatened actions with legal counsel, management believes that the ultimate
resolution of these actions will not have a material effect on the Company's
financial condition or results of operations.
NOTE 7 - ACCOUNTING PRONOUNCEMENTS
The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin ("SAB") 101 in December 1999. SAB 101 presented the SEC staff's views
on and guidance in applying generally accepted accounting principles to revenue
recognition in financial statements. In June 2000, the SEC further delayed the
date when the Company must be in compliance with this guidance until December
31, 2000. The Company has determined that its existing revenue recognition
practices comply in all material respects with the guidance in SAB 101.
- 7 -
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
------------------------------------------------------------------------------------------------------------------------------------
2000 1999
-------------------------------- ------------------------------------------------
(dollars in thousands, except per share data) Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter
------------------------------------------------------------------------------------------------------------------------------------
QUARTER-END BALANCE SHEET DATA
<S> <C> <C> <C> <C> <C>
Total assets $5,901,319 $5,688,179 $5,454,388 $5,234,148 $5,195,037
Earning assets 5,391,752 5,192,034 4,983,601 4,796,142 4,753,520
Loans 3,976,513 3,765,725 3,673,047 3,488,000 3,365,957
Investment in securities 1,406,912 1,395,710 1,291,863 1,307,607 1,386,932
Deposits 4,545,730 4,585,808 4,309,398 4,198,244 4,195,289
Shareholders' equity 575,030 564,313 557,103 547,504 556,075
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCE SHEET DATA
Total assets $5,772,055 $5,559,059 $5,310,400 $5,232,588 $5,236,898
Earning assets 5,289,319 5,089,265 4,869,097 4,793,980 4,782,107
Loans 3,863,079 3,715,427 3,560,119 3,419,433 3,287,766
Investment in securities 1,401,203 1,347,835 1,298,451 1,359,601 1,409,089
Deposits 4,557,066 4,417,950 4,213,370 4,196,385 4,233,337
Shareholders' equity 571,220 564,010 554,529 554,920 564,147
------------------------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
Interest income $101,711 $95,581 $91,031 $88,238 $85,844
Interest expense 39,755 35,582 32,482 31,286 30,352
Net interest income 61,956 59,999 58,549 56,952 55,492
Net interest income (TE) 63,361 61,553 60,048 58,418 56,899
Provision for possible loan losses 2,500 2,500 1,750 2,000 1,250
Non-interest income (exclusive of securities
transactions 17,381 17,316 18,136 17,271 16,030
Securities transactions - - - - -
Non-interest expense 51,976 50,255 50,277 48,078 47,962
Net income 16,640 16,563 16,689 16,335 15,100
------------------------------------------------------------------------------------------------------------------------------------
KEY RATIOS
Return on average assets 1.16% 1.20% 1.25% 1.24% 1.16%
Return on average shareholders' equity 11.72% 11.81% 11.94% 11.68% 10.74%
Net interest margin 4.81% 4.85% 4.91% 4.85% 4.77%
Average loans to average deposits 84.77% 84.10% 84.50% 81.49% 77.66%
Efficiency ratio 64.37% 63.72% 64.31% 63.52% 65.77%
Reserve for possible loan losses to loans 1.27% 1.29% 1.21% 1.25% 1.23%
Non-performing assets to loans plus foreclosed assets
and surplus property .62% .72% .46% .37% .38%
Reserve for possible loan losses to non-performing
loans 213.43% 187.80% 291.87% 370.13% 365.92%
Average shareholders' equity to average assets 9.90% 10.15% 10.44% 10.61% 10.77%
Shareholders' equity to total assets 9.74% 9.92% 10.21% 10.46% 10.70%
Leverage ratio 8.85% 8.99% 9.99% 9.92% 10.06%
Tier 1 capital ratio 11.47% 11.65% 12.75% 12.95% 13.32%
Total capital ratio 12.62% 12.80% 13.83% 14.05% 14.37%
------------------------------------------------------------------------------------------------------------------------------------
SELECTED COMMON SHARE DATA
Earnings Per Share
Basic $.74 $.73 $.74 $.72 $.65
Diluted $.73 $.73 $.74 $.71 $.65
Dividends
Cash dividends per share $.36 $.36 $.33 $.33 $.33
Dividend payout ratio 49.04% 49.12% 44.60% 45.69% 50.52%
Book Value Per Share
Book value $25.36 $25.01 $24.68 $24.27 $24.14
Tangible book value $22.06 $21.62 $23.20 $22.75 $22.61
Trading Data
High stock price $39.13 $36.66 $39.25 $39.75 $41.75
Low stock price $31.75 $31.50 $33.50 $33.25 $35.63
Closing stock price $34.19 $32.63 $37.06 $34.38 $39.75
Trading volume 1,609,130 2,237,876 2,068,524 1,866,193 2,625,862
Average Shares Outstanding
Basic 22,626,874 22,610,768 22,598,930 22,827,599 23,194,136
Diluted 22,690,015 22,669,130 22,674,065 22,903,782 23,278,545
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- 8 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The purpose of this discussion and analysis is to focus on significant
changes in the financial condition of Whitney Holding Corporation ("the Company"
or "Whitney") and its subsidiaries and on their results of operations during the
second quarters of 2000 and 1999 and during the six month periods through June
30 in each year. The operations of the Company's principal subsidiaries, Whitney
National Bank and Bank of Houston ("the Banks"), constitute virtually all of the
Company's consolidated operations. This discussion and analysis highlights and
supplements information contained elsewhere in this Quarterly Report on Form
10-Q, particularly the preceding consolidated financial statements, notes and
selected financial data. This discussion and analysis should be read in
conjunction with the Company's 1999 Annual Report on Form 10-K.
Certain financial information for prior periods has been reclassified to
conform to the current presentation.
OVERVIEW
Whitney earned $.74 per share in the second quarter of 2000, a 14% increase
over the $.65 per share reported for the second quarter of 1999. Net income of
$16.6 million in 2000's second quarter was 10% higher than the year-earlier
quarter's total of $15.1 million. Return on average assets was 1.16% for the
second quarter of 2000, and return on average shareholders' equity was 11.72%.
For the second quarter of 1999, these returns were 1.16% and 10.74%,
respectively.
Excluding the after-tax effect of the amortization of purchased intangibles
acquired with the Bank of Houston in February 2000 and in previous transactions,
Whitney earned $.79 per share in the second quarter of 2000, compared to $.68
per share in 1999's second quarter. Bank of Houston's earnings, which are
included in Whitney's results since the purchase date, were not significant for
purposes of presenting pro forma financial information with respect to this
acquisition.
The following key items impacted the current quarter's results:
o Net interest income (TE) increased 11%, or $6.5 million, from the
second quarter of 1999, with Bank of Houston contributing 3% to the
overall increase. Loan growth was again the major factor. For the
second quarter of 2000, loans represented 73% of average earning
assets, up from 69% in 1999's second quarter. Active management of the
cost of funds during a period of rising rates and a stable mix of
interest-bearing and non-interest-bearing funding sources helped
maintain the net interest margin at a healthy 4.81% for the second
quarter of 2000, compared with 4.77% for the year-earlier quarter.
o Non-interest income was 8%, or $1.4 million, higher than the same
quarter in 1999. Excluding Bank of Houston, the year-over-year
percentage increase was 5%. Fees from credit and debit card activity
increased 17% from the second quarter of 1999 on continued growth in
transaction volumes. Brokerage activity at Whitney Securities helped to
almost double investment service income from 1999's second quarter.
Trust service fees were up 7% over the second quarter of 1999, and
income from service charges on deposit accounts was up 2% year over
year. There were no significant gains on sales of banking properties
and pre-1933 assets during either of these periods.
- 9 -
<PAGE>
o Aside from the impact of the Bank of Houston acquisition, non-interest
expense increased moderately in the second quarter of 2000, reflecting
a continued emphasis on expense-control efforts. Compared to the second
quarter of 1999, non-interest expense, excluding Bank of Houston, was
up $1.7 million, or 4%. The second quarter total was only $351
thousand, or less than 1%, higher than the first quarter of 2000, again
excluding Bank of Houston operations.
o Whitney provided $2.5 million for possible loan losses in the second
quarter of 2000, the same as in the first quarter of the year. This
compares to a $1.25 million provision in 1999's second quarter. Loan
growth and an increase in non-performing assets to a level more
consistent with peer institutions have both been important factors
behind higher loss provisions in 2000. Non-performing assets were
$24.8 million at June 30, 2000, or .62% of loans plus foreclosed assets
and surplus bank property, down from $27.3 million, or .72% at March
31, 2000, but still above the total of $12.7 million, or .38%, at the
end of 1999's second quarter. Net charge-offs totaled $693 thousand in
the second quarter of 2000, almost the same as the year-earlier
quarter. The reserve for possible loan losses was 1.27% of total loans
at June 30, 2000 and 1.23% and June 30, 1999.
As discussed in note 3 to the consolidated financial statements, the
Company recently announced an agreement to acquire Prattville Financial Services
Corporation, whose principal subsidiary is Bank of Prattville with approximately
$170 million in total assets. This stock-for-stock acquisition, which is valued
at approximately $40.5 million, will expand the Company's presence in the
growing market area of metropolitan Montgomery, Alabama. The Company anticipates
accounting for this transaction as a pooling of interests.
FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report may be regarded as
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements, made in good
faith by the Company, are based on a number of assumptions about the future.
Some of the more important assumptions are outlined in the Company's 1999 Annual
Report on Form 10-K. Because it is uncertain whether future conditions and
events will confirm the Company's assumptions, there is a risk that the
Company's future results will differ materially from what is stated in or
implied by such forward-looking statements. The Company cautions the reader to
consider this risk.
- 10 -
<PAGE>
FINANCIAL CONDITION
LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES
Average loans for the second quarter of 2000 were $3.86 billion, a $575
million, or 17%, increase compared to $3.29 billion in the second quarter of
1999 and a $148 million, or 4%, increase from 2000's first quarter. Bank of
Houston contributed approximately $45 million to the year-over-year increase and
$24 million to the increase over the first quarter of 2000.
Average loan growth continues to be broad-based, with the most significant
increases in commercial lending of all types. Commercial real estate lending,
which includes loans secured by properties used in commercial or industrial
operations, supplied approximately $53 million of the increase over the first
quarter of 2000, as this portfolio category grew 4% on average. Growth in this
category in recent years has come from a variety of sources, including hotel
construction in the New Orleans area, apartment and condominium projects largely
in the eastern Gulf Coast region, and retail, small office and commercial
facilities throughout the Company's market area. There was no significant shift
in the concentration mix of this portfolio from year-end 1999, although the
regional distribution continued to show increasing balance.
Commercial loans other than those secured by real property increased
approximately $31 million, or 2%, on average over 2000's first quarter. As with
commercial real estate loans, the concentration mix of this portfolio has been
relatively stable since year-end 1999.
Average retail loans, including both retail mortgage loans and other loans
to individuals, increased approximately $64 million, or 6%, from first quarter
2000. Retail mortgage lending contributed $54 million of this increase. Growth
came primarily from the Company's home equity loan product and from
adjustable-rate mortgage loans that the Company holds in its loan portfolio.
Adjustable mortgage loan originations have increased in the current year with
rising market rates and attractive product design. The initial rate adjustment
on most of these new loans occurs after seven years.
Table 1 shows loan balances at June 30, 2000 and at the end of the four
prior quarters. The period-end changes are consistent with the growth in average
loans. The decline in the commercial category from year-end 1999 to March 31,
2000 is related to seasonal factors.
<TABLE>
<CAPTION>
TABLE 1. LOANS
---------------------------------------------------------------------- --------------------------------------------
2000 1999
--------------------------------------------------------------------- --------------------------------------------
(dollars in thousands) June 30 March 31 December 31 September 30 June 30
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial, financial and
agricultural loans $ 1,521,826 $ 1,448,637 $ 1,466,018 $1,354,178 $ 1,279,149
Real estate loans - commercial
and other 1,343,439 1,276,930 1,213,465 1,167,954 1,136,864
Real estate loans - retail mortgage 800,506 733,342 700,311 674,546 654,327
Loans to individuals 310,525 306,443 292,680 290,507 294,416
Lease financing 217 373 573 815 1,201
-------------------------------------------------------------------------------------------------------------------
Total loans $ 3,976,513 $ 3,765,725 $ 3,673,047 $ 3,488,000 $ 3,365,957
-------------------------------------------------------------------------------------------------------------------
</TABLE>
- 11 -
<PAGE>
Each loan carries a degree of credit risk. Management's evaluation of this
risk is ultimately reflected in the Company's financial statements by the size
of the reserve for possible loan losses, and changes in this ongoing evaluation
over time are reflected in the provision for possible loan losses charged to
operating expense. Table 2 compares second quarter 2000 activity in the reserve
for possible loan losses with 2000's first quarter and the second quarter of
1999 and also compares six-month activity for each year.
<TABLE>
<CAPTION>
TABLE 2. SUMMARY OF ACTIVITY IN THE RESERVE FOR POSSIBLE LOAN LOSSES
-------------------------------------------------------------------------------------------------------------------
Second First Second Six Months Ended
Quarter Quarter Quarter June 30
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands) 2000 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at the beginning of period $48,552 $44,466 $40,981 $44,466 $40,282
Reserves acquired in bank purchase - 1,461 - 1,461 -
Provision for possible loan losses 2,500 2,500 1,250 5,000 2,250
Loans charged to the reserve:
Commercial, financial and agricultural 1,498 594 2,109 2,092 3,561
Real estate (primarily commercial) 656 194 394 850 593
Loans to individuals 579 661 628 1,240 1,199
Lease financing 12 18 3 30 41
-------------------------------------------------------------------------------------------------------------------
Total charge-offs 2,745 1,467 3,134 4,212 5,394
-------------------------------------------------------------------------------------------------------------------
Recoveries of loans previously charged off:
Commercial, financial and agricultural loans 705 743 1,279 1,448 2,477
Real estate (primarily commercial) 1,104 387 333 1,491 705
Loans to individuals 243 462 845 705 1,234
Lease financing - - - - -
-------------------------------------------------------------------------------------------------------------------
Total recoveries 2,052 1,592 2,457 3,644 4,416
-------------------------------------------------------------------------------------------------------------------
Net charge-offs (recoveries) 693 (125) 677 568 978
-------------------------------------------------------------------------------------------------------------------
Balance at the end of period $50,359 $48,552 $41,554 $50,359 $41,554
-------------------------------------------------------------------------------------------------------------------
Ratios:
Net annualized charge-offs (recoveries)
to average loans .07 % (.01) % .08 % .03 % .06 %
Gross annualized charge-offs to average loans .28 % .16 % .38 % .22 % .33 %
Recoveries to gross charge-offs 74.75 % 108.52 % 78.40 % 86.51 % 81.87 %
Reserve for possible loan losses to loans
at period end 1.27 % 1.29 % 1.23 % 1.27 % 1.23 %
-------------------------------------------------------------------------------------------------------------------
</TABLE>
Table 3 shows total non-performing loans at June 30, 2000 and at the end of
the preceding four quarters. Although the total decreased $2 million, or 9%,
from March 31, 2000, non-performing loans are $8 million, or 55%, higher than
year-end 1999. The $11 million increase in the first quarter of 2000 resulted
from the placement of a substantial portion of a commercial credit relationship
on non-accrual status because of negative earnings trends, even though the
credit was performing.
- 12 -
<PAGE>
<TABLE>
<CAPTION>
TABLE 3. NON-PERFORMING ASSETS
-----------------------------------------------------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------------------------------------------------
(dollars in thousands) June March December September June
30 31 31 30 30
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Loans accounted for on a non-accrual basis $ 23,105 $ 25,348 $ 13,601 $ 10,095 $ 9,608
Restructured loans 490 507 1,634 1,722 1,748
-----------------------------------------------------------------------------------------------------------------------
Total non-performing loans 23,595 25,855 15,235 11,817 11,356
Foreclosed assets 1,209 1,401 1,831 1,178 1,299
-----------------------------------------------------------------------------------------------------------------------
Total non-performing assets $ 24,804 $ 27,256 $ 17,066 $ 12,995 $ 12,655
-----------------------------------------------------------------------------------------------------------------------
Loans 90 days past due still accruing $ 2,587 $ 2,922 $ 2,617 $ 2,249 $ 2,481
-----------------------------------------------------------------------------------------------------------------------
Ratios:
Non-performing assets to loans
plus foreclosed assets .62 % .72 % .46 % .37 % .38 %
Reserve for possible loan losses to
non-performing loans 213.43 % 187.79 % 291.87 % 370.13 % 365.92 %
Loans 90 days past due still accruing to loans .07 % .08 % .07 % .06 % .07 %
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
At June 30, 2000, the total of loans internally classified as having above
normal credit risk represented approximately 6% of total loans, up from
approximately 5% at the end of the two previous quarters. The June 30, 2000
total of $225 million is $27 million above the total at March 31, 2000. This
increase was mainly from two unrelated loans that were classified as warranting
special attention because of risk characteristics that indicate potential
weaknesses. This classification category is up $25 million to a total of $103
million at quarter end. Loans for which full repayment is doubtful decreased
slightly to $18 million at June 30, 2000, after having increased in 2000's first
quarter consistent with the increase in non-accrual loans mentioned above. Loans
classified as having well-defined weaknesses that, if not corrected, would
likely result in some loss were also relatively stable, increasing $3 million
from the end of the previous quarter, to $104 million. The recent growth in the
total of loans that have been internally identified as having above normal
credit risk was an important factor in the increase in the reserve for possible
loan losses from year-end 1999. Management continually reviews the loan
portfolio to identify potentially weak or deteriorating credits.
INVESTMENT IN SECURITIES
At June 30, 2000, total securities were $1.41 billion, compared to $1.29
billion at December 31, 1999 and $1.39 billion at June 30, 1999. The average
investment in securities in the second quarter of 2000 was mostly unchanged from
the same period in 1999. Excluding the impact of Bank of Houston, there would
have been a decrease of $128 million, or 9%. Between these same periods, average
federal funds sold and other short-term liquidity management investments
decreased $60 million. The $188 million decrease in average securities and
liquidity-management investments, excluding Bank of Houston, was used to fund a
portion of loan growth.
Bank of Houston accounted for all of the increase in average securities
from 2000's first quarter. Average loan growth during the second quarter of 2000
was primarily funded by deposits and short-term borrowings.
- 13 -
<PAGE>
During 1999, the Company began building its investment in securities
classified as available for sale, primarily to increase liquidity management
flexibility. At June 30, 2000, such securities constituted 28% of the investment
portfolio, compared to 16% at year-end 1999 and 12% at June 30, 1999. The net
unrealized loss on available for sale securities was $5.7 million at June 30,
2000 and $4.8 million at December 31, 1999.
DEPOSITS AND SHORT-TERM BORROWINGS
Average deposits and short-term borrowings increased $513 million, or 11%,
over the second quarter of 1999, including $176 million from Bank of Houston.
Compared to the first quarter of 2000, average deposits and borrowings are up
$202 million, or 4%. Bank of Houston contributed $95 million to this increase.
These funds supported the growth in average loans between these periods.
Lower-cost deposits and core time deposits of under $100 thousand decreased
slightly as a percent of total interest-bearing funds in the second quarter of
2000, falling to 67% from 68% in the first quarter of 2000. The percentage was
71% in 1999's second quarter.
At June 30, 2000, total deposits were $4.55 billion, compared to $4.31
billion at year-end 1999 and $4.20 billion on June 30, 1999. Average deposits
for the second quarter were $4.56 billion, which represents an increase of 8%
over 1999's second quarter and 3% over the first quarter of 2000. The Bank of
Houston acquisition contributed approximately half of the year-over-year
increase and two-thirds of the increase from 2000's first quarter.
The Company continued to show growth in average non-interest-bearing demand
deposits, with an increase of $67 million on average, or 6%, over the second
quarter of 1999, excluding Bank of Houston. On the same basis, average demand
deposits in the second quarter were $12 million, or 1%, higher than 2000's first
quarter. Both commercial and consumer accounts contributed to this growth.
Average money market deposits in the second quarter of 2000 increased
slightly from the second quarter of 1999 and 2000's first quarter. Excluding
Bank of Houston, this deposit category would have decreased 4% from the prior
year's quarter and 3% from the first quarter of the current year. At the same
time, average core time deposits of less than $100 thousand, excluding Bank of
Houston, rose $86 million, or 12% compared to the second quarter of 1999 and are
up $27 million, or 3%, from 2000's first quarter. These increases reflect the
Company's strategy of responding to rising short-term market rates with
competitively structured time deposit products.
Average time deposits over $100 thousand grew just as strongly in the
second quarter of 2000, rising $86 million on average, or 15%, over the second
quarter of 1999, and $36 million, or 6%, over the current year's first quarter,
in each case excluding Bank of Houston. Much of this growth has been
concentrated in commercial customers and financial institutions and is volatile.
Total average short-term borrowings increased $189 million in the second
quarter of 2000 compared to last year's second quarter. Partly supporting this
increase was a $76 million, or 27%, increase in average funds flowing to the
Company's sweep repurchase product, which in turn reflects the continued growth
in commercial relationships. To leverage its loan growth, the Company has also
made greater use of available wholesale short-term funding sources in 2000.
Short-term borrowings totaled $725 million at June 30, 2000 and $541 million at
December 31, 1999.
- 14 -
<PAGE>
LIQUIDITY
The object of liquidity management is to ensure that funds are available to
meet cash flow requirements of depositors and borrowers, while at the same time
meeting the cash flow needs of the Company and the Banks. Liquidity is provided
by a stable base of funding sources, including low-cost core deposits, and an
adequate level of maturing assets. The Company models liquidity needs on a
periodic basis to determine the best strategy of investments and borrowings to
meet those needs.
In order to ensure adequate liquidity, the Company has developed an
investment strategy, which plans a level of investment maturities that
management considers adequate to meet funding needs. In addition, the Company
and the Banks have access to external funding sources in the financial markets
and Whitney National Bank has developed the ability to gather deposits at a
nationwide level. During 1999, and continuing into 2000, the Company also began
building investment in securities classified as available for sale, further
increasing liquidity management flexibility.
The Banks had close to $1.2 billion in unfunded loan commitments
outstanding at June 30, 2000, a 6% decrease from 1999's year-end. Because
commitments and unused lines of credit may, and many times do, expire without
being drawn upon, unfunded balances do not represent actual future liquidity
requirements.
ASSET/LIABILITY MANAGEMENT
As stated in the Company's 1999 Annual Report on Form 10-K, the objective
of the Company's asset/liability management is to implement strategies for the
funding and deployment of its financial resources that are expected to maximize
soundness and profitability over time at acceptable levels of risk.
Interest rate sensitivity is the potential impact of changing rate
environments on both net interest income and cash flows. The Company and the
Banks obtain measures of their interest rate sensitivity by running net interest
income simulations, monitoring the economic value of equity, and preparing gap
analyses.
Using the Company's most recent internal forecast as a base case, the
Company ran simulations to estimate the impact on forecasted net interest income
(TE) of parallel up and down instantaneous interest rate shocks of 100 to 300
basis points. The asset and liability volumes in the base case were held
constant for this test. The simulated impact ranged from somewhat below a 3%
annual increase in net interest income (TE) at 300 basis points up to an annual
decrease of a little over 3% at 300 basis points down. These results were within
acceptable limits, considering established internal guidelines.
- 15 -
<PAGE>
CAPITAL ADEQUACY
The Company's capital amounts and ratios are presented in Table 4:
<TABLE>
<CAPTION>
TABLE 4. RISK-BASED CAPITAL AND CAPITAL RATIOS
--------------------------------------------------------------------------------------------
June 30 December 31
(dollars in thousands) 2000 1999
--------------------------------------------------------------------------------------------
<S> <C> <C>
Tier 1 regulatory capital $ 504,021 $ 527,206
Tier 2 regulatory capital 50,359 44,466
--------------------------------------------------------------------------------------------
Total regulatory capital $ 554,380 $ 571,672
--------------------------------------------------------------------------------------------
Risk-weighted assets $4,394,304 $4,134,623
--------------------------------------------------------------------------------------------
Ratios
Leverage (Tier 1 capital to average assets) 8.85 % 9.99 %
Tier 1 capital to risk-weighted assets 11.47 % 12.75 %
Total capital to risk-weighted assets 12.62 % 13.83 %
Shareholders' equity to total assets 9.74 % 10.21 %
Tangible equity to total assets 8.47 % 9.60 %
--------------------------------------------------------------------------------------------
</TABLE>
The Company remained strongly capitalized at June 30, 2000. The regulatory
capital ratios of the Banks far exceed the minimum required ratios, and Whitney
National Bank has been categorized as "well-capitalized" in the most recent
notice received from its regulatory agency. The Company also fully anticipates
that Bank of Houston will be categorized as "well-capitalized."
The reduction in regulatory capital levels and ratios since year-end 1999
mainly reflects the impact of the acquisition of Bank of Houston. In this
transaction, the Company acquired $44 million of intangible assets that are
deducted in determining regulatory capital. Bank of Houston also contributed
approximately $60 million to the overall increase in risk-weighted assets.
In each of the first two quarters of 2000, the Company declared a $.36 per
share dividend on its common stock. This represents a $.03 per share, or 9%,
increase over the quarterly dividend declared throughout 1999.
Year 2000 Remediation
For over two years the Company and others within and outside the banking
industry worked diligently to address the risks posed by the Year 2000 date
change to both information processing systems and non-information systems that
employ embedded information technology. The success of these efforts was widely
publicized. When the Company began processing in the new century it experienced
only a few date-related problems and suffered no disruptions to its operations.
Critical outside services were all available. This was also true with major
customers and suppliers.
Costs associated with the Company's Year 2000 remediation efforts included
both internal costs, primarily personnel-related, and costs from using outside
consultants. Non-interest expense for the second quarter of 1999 included
internal costs estimated at $.3 million and external costs of approximately $.2
million. For the first six months of 1999, these costs totaled approximately
$1.0 million and $.6 million, respectively. There were no significant costs
during the first six months of 2000, and none are anticipated for the remainder
of the year.
- 16 -
<PAGE>
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income (TE) for the second quarter of 2000 was $63.4 million,
a $6.5 million, or 11%, improvement over the second quarter of 1999, with Bank
of Houston contributing approximately $1.2 million to the increase. Bank of
Houston accounted for $.8 million of the total $1.8 million, or 3%, increase in
net interest income (TE) from 2000's first quarter. Loan growth was the major
factor behind the year-over-year improvement coupled with the Company's ability
to maintain its mix of interest-bearing and interest-free funding sources over
these periods and effectively manage its cost of funds. The net interest margin,
which is net interest income (TE) as a percent of average earning assets, was
4.81% this quarter, compared to 4.77% in the second quarter of 1999 and 4.85% in
2000's first quarter. Tables 5 and 6 show the factors contributing to these
changes and the components of these changes.
Compared to the prior year's quarter, average loans grew 17% in 2000's
second quarter, while other average earning assets declined 5%, resulting in a
more favorable mix of earning assets. As a percent of earning assets, average
loans increased to 73% in the current quarter, compared to 69% in 1999's second
quarter. The loan yield (TE) increased 56 basis points from the second quarter
of 1999 to the current quarter and is up 19 basis points over 2000's first
quarter, while the yield (TE) on total earning assets rose 52 basis points and
16 basis points, respectively. The rise in market rates since mid 1999, which
continued into the second quarter of 2000, is reflected in the 150 basis point
increase in the average prime rate for the second quarter of 2000 from 1999's
second quarter. Average prime increased 56 basis points over the first quarter
in 2000.
The percent of earning assets funded by non-interest-bearing sources has
remained stable at approximately 27% over each of these periods. Average
non-interest-bearing demand deposits grew 9% over the second quarter of 1999 and
are up 3% from 2000's first quarter, including Bank of Houston. Average
interest-bearing deposits grew approximately 7% in the second quarter of 2000
compared to the prior year's quarter and 3% compared to the current year's first
quarter. Although rising market rates have put upward pressure on the Company's
cost of interest-bearing funds and the proportion of higher-cost funds,
including short-term borrowings, has increased, the stability in interest-free
funding sources has helped limit the increase in the total cost of funding
earning assets to 48 basis points over 1999's second quarter and 20 basis points
from the first quarter of the current year.
For the first six months of 2000, net interest income (TE) was $125
million, an 11% increase over the same period in 1999. The net interest margin
was 4.83% for the 2000 period and 4.78% for the prior year's period. Essentially
the same factors impacted the quarterly and year-to-date changes in net interest
income and the net interest margin between 1999 and 2000.
- 17 -
<PAGE>
<TABLE>
<CAPTION>
TABLE 5. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a) AND INTEREST RATES
----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) Second Quarter 2000 First Quarter 2000 Second Quarter 1999
----------------------------------------------------------------------------------------------------------------------------------
Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
----------------------------------------------------------------------------------------------------------------------------------
ASSETS
EARNING ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans (TE)(a),(b) $3,863,079 $ 80,597 8.39% $3,715,427 $75,793 8.20% $3,287,766 $64,232 7.83%
----------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities 126,678 1,930 6.13 126,266 1,901 6.06 163,737 2,550 6.25
U.S. agency securities 598,202 9,186 6.14 513,896 7,517 5.85 503,701 7,508 5.96
Mortgage-backed securities 483,772 7,444 6.15 507,690 7,673 6.05 547,048 8,263 6.04
Obligations of states and political
subdivisions (TE) (a) 183,509 3,415 7.44 191,396 3,757 7.85 186,396 3,571 7.66
Federal Reserve stock and other corporate
securities 9,042 143 6.33 8,587 125 5.82 8,207 123 5.99
----------------------------------------------------------------------------------------------------------------------------------
Total investment in securities(c) 1,401,203 22,118 6.32 1,347,835 20,973 6.23 1,409,089 22,015 6.25
----------------------------------------------------------------------------------------------------------------------------------
Federal funds sold and short-term investments 25,037 401 6.44 26,003 369 5.71 85,252 1,004 4.73
----------------------------------------------------------------------------------------------------------------------------------
Total earning assets 5,289,319 $103,116 7.83% 5,089,265 $97,135 7.67% 4,782,107 $87,251 7.31%
----------------------------------------------------------------------------------------------------------------------------------
NON-EARNING ASSETS
Other assets 533,367 516,570 496,134
Reserve for possible loan losses (50,631) (46,776) (41,343)
----------------------------------------------------------------------------------------------------------------------------------
Total assets $5,772,055 $5,559,059 $5,236,898
==================================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits $ 503,556 $ 1,689 1.35% $ 493,695 $ 1,670 1.36% $ 484,735 $ 1,602 1.33%
Money market deposits 758,101 7,548 4.00 756,769 7,174 3.81 752,672 6,722 3.58
Savings deposits 457,083 2,275 2.00 453,965 2,269 2.01 490,015 2,426 1.99
Other time deposits 858,997 10,763 5.04 817,443 9,811 4.83 744,548 8,690 4.68
Time deposits $100,000 and over 704,084 9,825 5.61 653,865 8,612 5.30 592,663 6,921 4.68
----------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 3,281,821 32,100 3.93 3,175,737 29,536 3.74 3,064,633 26,361 3.45
----------------------------------------------------------------------------------------------------------------------------------
Short-term borrowings 590,554 7,655 5.21 527,924 6,046 4.61 401,263 3,991 3.99
----------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities 3,872,375 $ 39,755 4.13% 3,703,661 $35,582 3.86% 3,465,896 $30,352 3.51%
----------------------------------------------------------------------------------------------------------------------------------
NON-INTEREST-BEARING DEPOSITS
AND SHAREHOLDERS' EQUITY
Demand deposits 1,275,245 1,242,213 1,168,704
Other liabilities 53,215 49,175 38,151
Shareholders' equity 571,220 564,010 564,147
----------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $5,772,055 $5,559,059 $5,236,898
----------------------------------------------------------------------------------------------------------------------------------
Net interest income and margin (TE) (a) $ 63,361 4.81% $61,553 4.85% $56,899 4.77%
----------------------------------------------------------------------------------------------------------------------------------
Net earning assets and spread $1,416,944 3.70% $1,385,604 3.81% $1,316,211 3.80%
----------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b) Average balance includes non-accruing loans of $25,084, $17,963 and $10,440, respectively, in the second and first
quarters of 2000 and the second quarter of 1999.
(c) Average balance excludes unrealized gain or loss on securities available for sale.
</FN>
</TABLE>
- 18 -
<PAGE>
<TABLE>
<CAPTION>
TABLE 5. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a) AND INTEREST RATES (continued)
--------------------------------------------------------------------------------------------------------------------------
Six Months Ended Six Months Ended
(dollars in thousands) June 30, 2000 June 30, 1999
--------------------------------------------------------------------------------------------------------------------------
Average Average
Balance Interest Rate Balance Interest Rate
--------------------------------------------------------------------------------------------------------------------------
ASSETS
EARNING ASSETS
<S> <C> <C> <C> <C> <C> <C>
Loans (tax-equivalent)(a),(b) $3,789,253 $ 156,390 8.30% $3,263,747 $ 127,101 7.85%
--------------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities 126,473 3,831 6.09 180,251 5,648 6.32
U.S. agency securities 556,049 16,703 6.01 498,143 15,038 6.04
Mortgage-backed securities 495,731 15,117 6.10 529,922 16,035 6.05
Obligations of states and political
subdivisions (tax-equivalent) (a) 187,452 7,172 7.65 181,851 6,997 7.70
Federal Reserve stock and other corporate securities 8,814 268 6.08 8,288 311 7.50
--------------------------------------------------------------------------------------------------------------------------
Total investment in securities(c) 1,374,519 43,091 6.27 1,398,455 44,029 6.30
--------------------------------------------------------------------------------------------------------------------------
Federal funds sold and short-term investments 25,519 770 6.07 93,216 2,186 4.73
--------------------------------------------------------------------------------------------------------------------------
Total earning assets 5,189,291 $ 200,251 7.75% 4,755,418 $ 173,316 7.33%
--------------------------------------------------------------------------------------------------------------------------
NON-EARNING ASSETS
Other assets 524,970 500,612
Reserve for possible loan losses (48,704) (41,044)
--------------------------------------------------------------------------------------------------------------------------
Total assets $5,665,557 $5,214,986
--------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits $ 498,626 $ 3,359 1.36% $ 504,769 $ 3,436 1.37%
Money market deposits 757,433 14,722 3.91 725,574 12,849 3.57
Savings deposits 455,524 4,544 2.01 489,661 4,834 1.99
Other time deposits 838,220 20,574 4.94 750,354 17,702 4.76
Time deposits $100,000 and over 678,973 18,437 5.46 575,897 13,519 4.73
--------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 3,228,776 61,636 3.84 3,046,255 52,340 3.46
--------------------------------------------------------------------------------------------------------------------------
Short-term borrowings 559,239 13,701 4.93 401,446 7,957 4.00
--------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities 3,788,015 $ 75,337 4.00% 3,447,701 $ 60,297 3.53%
--------------------------------------------------------------------------------------------------------------------------
NON-INTEREST-BEARING DEPOSITS
AND SHAREHOLDERS' EQUITY
Demand deposits 1,258,729 1,162,269
Other liabilities 51,198 39,127
Shareholders' equity 567,615 565,889
--------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $5,665,557 $5,214,986
--------------------------------------------------------------------------------------------------------------------------
Net interest income and margin
(tax-equivalent) (a) $ 124,914 4.83% $ 113,019 4.78%
--------------------------------------------------------------------------------------------------------------------------
Net earning assets and spread $1,401,276 3.75% $1,307,717 3.80%
--------------------------------------------------------------------------------------------------------------------------
<FN>
(a)Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b)Average balance includes non-accruing loans of $21,523 and $10,563, respectively, in the first six months of 2000 and
1999.
(c)Average balance excludes unrealized gain or loss on securities available for sale.
</FN>
</TABLE>
- 19 -
<PAGE>
<TABLE>
<CAPTION>
TABLE 6. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE)(a)
------------------------------------------------------------------------------------------------------------------------------------
Second Quarter 2000 Compared to: Six Months Ended June 30,
First Quarter 2000 Second Quarter 1999 2000 Compared to 1999
------------------------------------------------------------- ----------------------------
Due To Total Due To Total Due To Total
Change In Increase Change In Increase Change In Increase
(dollars in thousands) Volume Rate (Decrease) Volume Rate (Decrease) Volume Rate (Decrease)
------------------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME(TE)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans (TE)(a) $3,055 $1,749 $4,804 $11,658 $4,707 $16,365 $21,357 $7,932 $29,289
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities 6 23 29 (572) (48) (620) (1,635) (182) (1,817)
U.S. agency securities 1,280 389 1,669 1,445 233 1,678 1,740 (75) 1,665
Mortgage-backed securities (366) 137 (229) (973) 154 (819) (1,042) 124 (918)
Obligations of states and political
subdivisions (TE) (a) (151) (191) (342) (55) (101) (156) 214 (39) 175
Federal Reserve stock and other
corporate securities 7 11 18 13 7 20 19 (62) (43)
------------------------------------------------------------------------------------------------------------------------------------
Total investment in securities 776 369 1,145 (142) 245 103 (704) (234) (938)
------------------------------------------------------------------------------------------------------------------------------------
Federal funds sold and
short-term investments (14) 46 32 (885) 282 (603) (1,914) 498 (1,416)
------------------------------------------------------------------------------------------------------------------------------------
Total interest income (TE) (a) 3,817 2,164 5,981 10,631 5,234 15,865 18,739 8,196 26,935
------------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
NOW account deposits 33 (14) 19 60 27 87 (42) (35) (77)
Money market deposits 13 361 374 48 778 826 581 1,292 1,873
Savings deposits 16 (10) 6 (170) 19 (151) (340) 50 (290)
Other time deposits 510 442 952 1,384 689 2,073 2,135 737 2,872
Time deposits $100,000 and over 684 529 1,213 1,414 1,490 2,904 2,622 2,296 4,918
------------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 1,256 1,308 2,564 2,736 3,003 5,739 4,956 4,340 9,296
------------------------------------------------------------------------------------------------------------------------------------
Short-term borrowings 762 847 1,609 2,220 1,444 3,664 3,589 2,155 5,744
------------------------------------------------------------------------------------------------------------------------------------
Total interest expense 2,018 2,155 4,173 4,956 4,447 9,403 8,545 6,495 15,040
------------------------------------------------------------------------------------------------------------------------------------
Change in net interest income
(TE)(a) $1,799 $ 9 $1,808 $5,675 $ 787 $ 6,462 $10,194 $1,701 $11,895
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
</FN>
</TABLE>
- 20 -
<PAGE>
PROVISION FOR POSSIBLE LOAN LOSSES
The provision for possible loan losses was $2.5 million for the second
quarter of 2000, the same as in 2000's first quarter, but up from a $1.3 million
provision in the second quarter of 1999. The $5.0 million year-to-date provision
in 2000 compares to a $2.3 million provision in the first half of 1999. Net
charge-offs were $.7 million for the first six months of 2000 and $1.0 million
for the comparable period in 1999. The higher provisions in 2000 reflect
management's consideration, among other factors, of the increase in
non-performing loans and total loans internally classified as having above
normal credit risk as well as continued strong loan growth.
For a discussion of changes in the reserve for possible loan losses,
non-performing assets and general asset quality, see the earlier section on
Loans and Reserve for Possible Loan Losses.
NON-INTEREST INCOME
Non-interest income, excluding securities transactions, was $17.4 million
in the second quarter, up 8%, or $1.4 million, from the second quarter of 1999.
Excluding Bank of Houston, the year-over-year increase was 5%, or $.8 million.
There were no significant gains from sales of surplus banking property and
pre-1933 assets during either of these periods.
Credit card fee income rose 17%, or $.6 million, to $3.9 million. This
reflects increased transaction volumes, both from an expanded merchant customer
base and, more recently, from the growing use of the Company's debit card
products by individuals and businesses. Trust service fee income rose to $2.2
million, an increase of 7% over the same quarter last year, continuing to show
the benefits of marketing and incentive-based sales efforts in an expanded
market area. Recent volatility in the equities markets, however, has tended to
moderate the year-to-year growth rate for this income category.
Quarterly income from service charges on deposit accounts was up 2%, to
$7.1 million, in 2000, but is down 4%, or approximately $.3 million, if
Bank of Houston income is excluded. This decrease is partly attributable to the
impact of higher short-term market rates which increase the earnings credit
allowed as an offset to service charges on certain business accounts. As
expected, higher market interest rates since the latter part of 1999 have also
led to fewer conventional fixed-rate mortgage loan originations, and to a 57%,
or $.6 million, decrease in income from secondary mortgage market operations. As
mentioned earlier, during this same period the Company has increased its
origination of adjustable-rate mortgage loans that it holds in its loan
portfolio.
Other non-interest income increased 40%, or $1.0 million, from the second
quarter of 1999. Approximately a third of this increase came from investment
service fees, which almost doubled to $.6 million in 2000's second quarter.
Whitney Securities, the Company's broker-dealer operation, has been growing
rapidly since its inception in the third quarter of 1999, and was the primary
factor behind this increase. Also included in this income category is operating
revenue from the parking facility which was opened next to the Company's main
office late in the second quarter of 1999. This revenue source contributed
approximately $.2 million to the overall increase.
- 21 -
<PAGE>
For the six-month period, non-interest income was $34.7 million, 11% higher
than the $31.3 million in the first half of 1999. Excluding Bank of Houston and
gains on sales of surplus property and pre-1933 assets, year-to-date
non-interest income is up 7% in the current year. Percentage changes by category
were generally consistent with the quarterly changes: credit card fee income was
up 24% year to date; trust services income was up 8%; service charges on deposit
accounts are down 1%, if Bank of Houston is excluded; and secondary mortgage
market income is down 57%. Other non-interest income, excluding the special
gains, increased 36% between these periods.
NON-INTEREST EXPENSE
Non-interest expense was $52.0 million in the second quarter of 2000,
including $2.3 million at Bank of Houston. Excluding the impact of this recent
acquisition, second quarter 2000 expense increased 4%, or $1.7 million, over the
second quarter of 1999. The second quarter total was less than 1%, or $.4
million, higher than the first quarter of 2000. There were no significant
merger-related expenses in any of these quarterly periods.
Personnel expense increased by 8%, or $2.0 million, to $25.8 million for
the quarter compared to 1999's second quarter. Excluding Bank of Houston, the
increase was 5%, or $1.1 million. During 1999, the Company had reduced its
full-time equivalent employee base by approximately 7%, and, excluding Bank of
Houston, there has been little employment growth through the first six months of
2000. The benefit from these reductions to second quarter 2000 personnel expense
was offset by regular merit increases and higher employee sales incentive
compensation, increased employee benefit costs, including an anticipated rise in
health plan fees, and by a $.2 million net increase in executive incentive plan
compensation expense.
Equipment and data processing expense increased 2% in the second quarter of
2000, but is down slightly from the year-earlier period if Bank of Houston is
excluded. During the first half of 1999, the Company completed the final phases
of the rollout of a new branch delivery system and standardized office
automation network, as well as the automation of certain back-office functions
and other enhancements to data processing and communications systems. The lack
of any significant capital projects since then has helped contain the growth in
this expense category. The elimination of company-owned vehicles in early 2000
also had a favorable impact.
In early 2000, the Company relocated office facilities for certain of its
Louisiana bank operations to more suitable leased premises. The net increase in
recurring expense from this move, higher provisions for depreciation related in
part to the new parking facility mentioned earlier, and Bank of Houston were the
main factors behind the 10%, or $.4 million, increase in net occupancy expense
in the second quarter of 2000. Excluding Bank of Houston, the year-over-year
increase would have been 5%.
Credit card transaction processing services expense increased 13%, or $.3
million, consistent with the related growth in merchant transaction volumes and
revenue discussed earlier. The intangible assets acquired with Bank of Houston
will initially generate $2.7 million in amortization expense on an annual basis.
The impact on the second quarter was $.7 million, which led to a 61% increase in
amortization expense over 1999's second quarter.
- 22 -
<PAGE>
All other non-interest expenses increased 5%, or $.6 million, to $12.1
million in the second quarter of 2000. Excluding Bank of Houston, the increase
was 2%, or $.2 million. During the second quarter, higher expenses were incurred
associated with an increase in marketing campaigns, the industry-wide increase
in deposit insurance rates, and processing services for the brokerage
operations. These and other increased expenses were partly offset by the
benefits of expense control and reduction efforts, particularly with respect to
operating supplies.
For the six-month period, non-interest expense increased 7%, or $6.4
million. The year-to-date increase would be 3%, or $3.2 million, if Bank of
Houston intangible amortization of $1.0 million and other non-interest expenses
are excluded. Personnel expense, excluding Bank of Houston, increased 4%, or
$1.7 million, through the first half of 2000. The favorable impact of staff
reductions in 1999 was again offset by regular merit raises and higher costs of
employee incentive and benefit programs, and by a net increase of $1.0 million
in executive incentive compensation expense. Legal and professional fees
decreased 9%, or $.2 million, largely reflecting the use of consultants in early
1999 to complete Year 2000 remediation testing as discussed earlier. Changes in
other major non-interest expense categories between the first six months of 1999
and 2000 were generally consistent with the quarter-to-quarter changes and were
mainly the result of the same factors cited in the discussion of quarterly
results above.
- 23 -
<PAGE>
PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of the Company's shareholders was held on
April 19, 2000.
(b),(c) Proxies for the meeting were solicited pursuant to Section
14(a) of the Securities and Exchange Act of 1934. There was no
solicitation in opposition to the nominees for election to the
Company's Board for Directors as listed in the proxy
statement.
The nominees for director and the voting results were as follows:
Nominee Elected Withheld/ Broker
as Director For Against Abstain Non-vote
-----------------------------------------------------------------------
John J. Kelly 18,162,232 197,249 None None
William L. Marks 18,137,392 222,089 None None
The vote to ratify the selection by the Company's Board of Directors of
Arthur Andersen LLP as independent public accountants was as follows:
Withheld/ Broker
For Against Abstain Non-vote
----------------------------------------------------
18,302,897 29,657 26,927 None
Item 5. Other Information
None
- 24 -
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a)(3) Exhibits:
Exhibit 3.1 - Copy of Composite Charter (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1993 (Commission file number 0-1026) and incorporated herein by
reference).
Exhibit 3.2 - Copy of Bylaws, as amended July 1998 (filed as Exhibit
3.3 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 (Commission file number 0-1026) and
incorporated by reference herein).
Exhibit 10.1 - Stock Option Agreement between Whitney Holding
Corporation and William L. Marks (filed as Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1990 (Commission file number 0-1026) and incorporated by reference).
Exhibit 10.2 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and William L. Marks (filed as Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1993 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.3 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and R. King Milling (filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1993 (Commission file number 0-1026) and incorporated by reference).
Exhibit 10.4 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Kenneth A. Lawder, Jr. (filed as Exhibit 10.6
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.5 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and G. Blair Ferguson (filed as Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.6 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Joseph W. May (filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993 (Commission file number 0-1026) and incorporated by reference).
- 25 -
<PAGE>
Exhibit 10.7 - Executive agreement between Whitney Holding Corporation,
Whitney Bank of Alabama and John C. Hope, III (filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1994 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.8 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Robert C. Baird, Jr. (filed as Exhibit 10.9
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.9 - Long-term incentive program (filed as Exhibit 10.7 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1991 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.9a - Long-term incentive plan (filed as a Proposal in the
Company's Proxy Statement dated March 18, 1997 (Commission file number
0-1026) and incorporated by reference).
Exhibit 10.10 - Executive compensation plan (filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1991 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.11 - Form of restricted stock agreement between Whitney
Holding Corporation and certain of its officers (filed as Exhibit 19.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.12 - Form of stock option agreement between Whitney Holding
Corporation and certain of its officers (filed as Exhibit 19.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1992 (Commission file number 0-1026) and incorporated by reference).
Exhibit 10.13 - Directors' Compensation Plan (filed as Exhibit A to the
Company's Proxy Statement dated March 24, 1994 (Commission file number
0-1026) and incorporated by reference).
Exhibit 10.13a - Amendment No. 1 to the Whitney Holding Corporation
Directors' Compensation Plan (filed as Exhibit A to the Company's Proxy
Statement dated March 15, 1996 (Commission file number 0-1026) and
incorporated by reference).
- 26 -
<PAGE>
Exhibit 10.14 - Retirement Restoration Plan effective January 1, 1995
(filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (Commission file number 0-1026) and
incorporated by reference).
Exhibit 10.15 - Executive agreement between Whitney Holding
Corporation, Whitney National Bank and Rodney D. Chard (filed as
Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (Commission file number 0-1026) and
incorporated by reference).
Exhibit 10.16 - Form of Amendment to Section 2.1e of the Executive
agreements filed as Exhibits 10.2 through 10.8 herein (filed as Exhibit
10.18 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.17 - Executive agreement between Whitney National Bank of
Mississippi and Guy C. Billups, Jr. (filed as Exhibit 10.19 to the
Company's Quarterly Report on form 10-Q for the quarter ended June 30,
1997 (Commission file number 0-1026) and incorporated by reference).
Exhibit 10.18 - Form of Amendment adding subsection 2.1g to the
Executive Agreements set forth as Exhibits 10.2 through 10.8 and
Exhibit 10.15 herein (filed as Exhibit 10.19 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 (Commission
file number 0-0126) and incorporated by reference).
Exhibit 10.19 - Executive agreement between Whitney Holding
Corporation, Whitney National Bank and Thomas L. Callicutt, Jr. (filed
as Exhibit 10.20 to the Company's Quarterly Report on form 10-Q for the
quarter ended September 30, 1999 (Commission file number 0-1026) and
incorporated by reference).
Exhibit 21 - Subsidiaries
Whitney Holding Corporation owns 100% of the capital stock of Whitney
National Bank, successor by merger in early January 1998 to Whitney
Bank of Alabama, Whitney National Bank of Florida and Whitney National
Bank of Mississippi, and 100% of the capital stock of Bank of Houston.
All other subsidiaries considered in the aggregate would not constitute
a significant subsidiary.
Exhibit 27 - Financial Data Schedule
- 27 -
<PAGE>
(b) Reports on Form 8-K
None
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.
WHITNEY HOLDING CORPORATION
(Registrant)
By: /s/Thomas L. Callicutt, Jr.
-------------------------------
Thomas L. Callicutt, Jr.
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
August 14, 2000
------------------------------
Date
- 28 -
