<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ______________ .
Commission file number 0-10042
ONE VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
WEST VIRGINIA 55-0609408
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE VALLEY SQUARE
SUMMERS AND LEE STREETS
P.O. BOX 1793
CHARLESTON, WEST VIRGINIA 25326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (304) 348-7000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
COMMON STOCK ($10.00 PAR VALUE) NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of class
--------------
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
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State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing:
Aggregate of market value of voting stock Based upon closing price on
- ----------------------------------------- ---------------------------
$851,480,708 MARCH 6, 2000
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at March 6, 2000
----- ----------------------------
COMMON STOCK ($10.00 PAR VALUE) 33,659,938
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents which we incorporate by reference
into the Form 10-K Annual Report, and the parts and items of the Form 10-K where
we incorporate these documents.
Part of the Form 10-K Where We
Document Incorporate the Document
-------- ------------------------
Portions of One Valley Bancorp, Inc., Part I, Item 1; Part II,
1999 Annual Report to Shareholders Items 5, 6, 7, 7A and 8;
for the year ended December 31, 1999 Part III, Item 13; and
Part IV, Item 14
Current Reports on Form 8-K filed on Part I, Item 1.
February 7, 2000 and February 14, 2000
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ONE VALLEY BANCORP, INC.
FORM 10-K
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I
Item 1. Business.................................................................... 4
Item 2. Properties.................................................................. 12
Item 3. Legal Proceedings........................................................... 12
Item 4. Submission of Matters to a Vote of Security Holders......................... 13
Part II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters............................................... 13
Item 6. Selected Financial Data..................................................... 13
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................... 13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................. 13
Item 8. Financial Statements and Supplementary Data................................. 13
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure....................................... 14
Part III
Item 10. Directors and Executive Officers of the Registrant.......................... 14
Item 11. Executive Compensation...................................................... 19
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................................ 25
Item 13. Certain Relationships and Related Transactions.............................. 28
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K................................................... 30
Signatures ................................................................................... 32
Index to Exhibits............................................................................. 35
</TABLE>
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PART I
ITEM 1. BUSINESS
ONE VALLEY BANCORP, INC. AND ITS AFFILIATE BANKS
One Valley Bancorp, Inc. is a $6.6 billion registered bank holding
company headquartered in Charleston, West Virginia. On December 31, 1999, One
Valley owned the following affiliate banks:
<TABLE>
<CAPTION>
Percentage of
Year When Currently Chartered Percentage Net Income Number of
Name Organized As of Assets Contributed Branches
- ---- --------- ------------------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C>
One Valley Bank,
National Association 1867 National 37.59% 34.22% 23
One Valley Bank, Inc. 1911 State (WV) 14.49% 16.67% 19
One Valley Bank of
Mercer County, Inc. 1906 State (WV) 4.95% 5.64% 5
One Valley Bank of
Huntington, Inc. 1956 State (WV) 3.28% 4.09% 4
One Valley Bank-South, Inc. 1910 State (WV) 7.09% 10.01% 10
One Valley Bank-East,
National Association 1865 National 6.74% 7.81% 12
One Valley Bank-North, Inc. 1903 State (WV) 4.02% 4.86% 6
One Valley Bank-
Central Virginia,
National Association 1914 National 18.34% 12.39% 34
One Valley Bank-
Shenandoah 1933 State (VA) 3.51% 4.30% 10
</TABLE>
Through these affiliate banks, One Valley has 123 offices in West Virginia and
Virginia and over $4.0 billion in trust assets under administration. One Valley
has a market capitalization of over $1.0 billion, and is the largest bank
holding company headquartered in West Virginia.
One Valley's West Virginia affiliate banks are located in the most
economically vibrant areas in West Virginia and have concentrated on growth in
urban areas along major highways. Accordingly, these affiliate banks generally
serve the stronger economic areas of West Virginia. In 1996, One Valley began an
interstate expansion strategy into Virginia. One Valley focused on the area
through Central Virginia as a priority expansion market, with Charlottesville,
Lynchburg and Lexington being the cornerstones of this expansion strategy.
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One Valley Bank, National Association, One Valley's principal affiliate
bank, was formed in 1867 as a state bank under the name "The Kanawha Valley
Bank." In 1975, this bank converted from a state bank to a national banking
association. In 1981, the bank's board of directors formed One Valley Bancorp,
and through a corporate reorganization, One Valley Bancorp of West Virginia,
Inc. was formed as a single bank holding company which owned all of the bank's
common stock. In 1987, One Valley and its affiliates adopted the name "One
Valley" primarily to promote a single corporate identity for One Valley's
diverse banking operations.
OPERATIONS OF THE AFFILIATE BANKS AND OTHER SUBSIDIARIES
The affiliate banks offer all services that full-service commercial
banks traditionally offer, including commercial and individual demand and time
deposit accounts, commercial and individual loans, credit card (MasterCard and
Visa) and drive-in banking services. Additionally, One Valley is active in
correspondent banking services. It also offers trust services in West Virginia
and Virginia. No material portion of any of the affiliate banks' deposits has
been obtained from a single or small group of customers, and the loss of any one
customer's deposits would not have a material adverse effect on the business of
any of the affiliate banks.
The affiliate banks also offer services to customers at various
locations within their service areas through approximately 269 automated teller
machines or ATMs. The ATMs allow customers to make deposits and withdrawals 24
hours a day at convenient locations. Customers may also borrow against their
revolving lines of credit or transfer funds between deposit accounts at ATM
locations. Affiliate bank customers may conduct transactions at any One Valley
ATM and, by means of the MAC system, a regional ATM system, through the CIRRUS
ATM network, can conduct ATM transactions worldwide.
One Valley Securities Corporation, a subsidiary of One Valley Bank,
National Association, provides discount brokerage services and also sells, as
agent, mutual funds and annuities. One Valley Insurance Corporation, a
subsidiary of One Valley Bank, Inc., is a general insurance agency and sells
life and other insurance products. On January 7, 2000, One Valley Bank, National
Association completed its acquisition of Carson Insurance Agency, Inc., an
independent insurance agency offering a full line of insurance products,
including individual and commercial property and casualty coverages, employee
benefit programs, bonds and life insurance products. Valley Security Insurance
Company, Inc., a subsidiary of One Valley Bank-Shenandoah, sells title
insurance, as agent.
Although the market areas of several of the affiliate banks encompass a
portion of the coal fields located in southern West Virginia, an area of the
State which has been economically depressed, the coal-related loans in the loan
portfolios of the affiliate banks constitute less than 5% of One Valley's total
loans outstanding.
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DELIVERY SYSTEMS
The methods that the affiliate banks use to deliver bank products and
services to customers consist of the following:
o traditional branch offices;
o electronic banking:
o ATM network;
o PC banking and bill payment;
o telephone bill payment;
o VISA check card; and
o telebanking centers;
o trust offices; and
o investment centers.
One Valley's strategy is to offer delivery systems that:
o provide alternative channels for convenience;
o give customers choices;
o lower overall costs; and
o introduce electronic banking at a cost which accommodates
varying paces of customer acceptance.
EMPLOYEES
As of March 1, 2000, One Valley, its affiliate banks and other
subsidiaries had approximately 2,375 full-time equivalent employees.
PENDING ACQUISITION
On February 6, 2000, One Valley Bancorp, Inc. entered into an Agreement
and Plan of Reorganization with BB&T Corporation, a North Carolina corporation.
Under this merger agreement, One Valley Bancorp, Inc. will merge into BB&T
Corporation, or its wholly owned subsidiary. Each share of One Valley Bancorp,
Inc. stock outstanding at the effective time of the merger will be converted
into the right to receive 1.28 shares of BB&T stock. Before the acquisition may
close, One Valley and BB&T must receive all required regulatory approvals as
well as the approval of the holders of a majority of One Valley's common stock.
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Further information regarding the proposed merger with BB&T Corporation
is included in One Valley's current reports on Form 8-K filed on February 7,
2000 and February 14, 2000, each of which is incorporated herein by reference.
COMPETITION
Vigorous competition exists in all areas where One Valley and its
affiliate banks conduct business. The affiliate banks primarily serve the
following defined market areas: West Virginia, Central and Southern Virginia,
and, to a limited extent, certain adjoining areas in Kentucky, Maryland, North
Carolina, Ohio and Pennsylvania.
The affiliate banks compete with commercial banks and other financial
institutions. Savings banks, savings and loan associations, credit unions,
finance companies, stock brokers, and issuers of commercial paper and money
market funds actively compete for funds and for various types of loans.
Additionally, other non-bank competitors, such as insurance companies,
investment counseling firms, other business firms and individuals offer
personal, corporate trust and investment counseling services.
The opening of branch banks within One Valley's market areas increases
competition for the affiliate banks. Although federal and state banking
legislation allows One Valley to acquire banking subsidiaries in other
attractive banking areas, it increased competition for One Valley. With
interstate banking, One Valley competes with others to acquire banking
institutions in West Virginia and neighboring states.
Until 1993, shareholders in West Virginia predominantly owned the
various banks and bank-holding companies operating in West Virginia. Until that
time, operations arising principally in West Virginia financed these banks and
bank holding companies. Since that time, other banking companies, including Banc
One Corp. and Huntington Bankshares Incorporated, entered the West Virginia
market. One Valley is the eighth largest banking institution in Virginia and
competes in Virginia with established Virginia and North Carolina banking
companies. The role of non-bank competitors has increased in all aspects of the
financial services business and the internet and e-commerce ventures present an
entirely new and increasing group of competitors. Meeting this new type of
competitor requires investments in technology and product development.
As of December 31, 1999, there were 58 bank holding companies in West
Virginia registered with the Federal Reserve System and the West Virginia Board
of Banking and Financial Institutions ("Board of Banking") and 59 bank holding
companies in Virginia registered with the Federal Reserve System and the State
Corporation Commission of Virginia. These holding companies are headquartered in
various West Virginia and Virginia cities and control banks throughout West
Virginia and Virginia, including banks which compete with the affiliate banks.
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SUPERVISION AND REGULATION
The following outlines the regulatory framework for bank holding
companies and their subsidiaries. We qualify this outline by reference to the
particular statutory and regulatory provisions. A change in applicable statutes,
regulations, regulatory or accounting policy could materially affect One
Valley's and its subsidiaries' businesses.
ACQUISITIONS AND ACTIVITIES. The Board of Governors of the Federal
Reserve System regulates bank holding companies like One Valley under the Bank
Holding Company Act of 1956. This act imposes examination and reporting
requirements on One Valley. Under this act, bank holding companies may not
directly or indirectly own or control more than 5% of the voting shares or
substantially all of the assets of a bank or any other company without the prior
approval of the Federal Reserve Board, subject to certain exceptions.
In reviewing applications under this act, the Federal Reserve Board
considers the competitive effect of the transaction, financial and managerial
issues including the capital position of the combined organization and
convenience and needs factors, including, in the case of a bank or thrift
acquisition, the applicant's record under the Community Reinvestment Act.
Prior to acquiring more than 5% of the voting stock or substantially
all of the assets of another institution in West Virginia, One Valley must
obtain approval from the West Virginia Board of Banking. West Virginia banking
law prohibits any bank holding company from acquiring shares of a bank if the
acquisition would cause the bank holding company's consolidated deposits in West
Virginia to exceed 25% of the total deposits of all depository institutions in
the state. Based on June 30, 1999 data compiled by the FDIC, the total deposits
of the One Valley affiliate banks were approximately 15.4% of the total deposits
in West Virginia.
Prior to acquiring more than 5% of the voting stock of a Virginia bank
or 25% of the voting stock of a Virginia savings institution, or merging or
consolidating with a Virginia bank or Virginia savings institution, One Valley
must obtain the approval of the State Corporation Commission of Virginia. One
Valley's West Virginia subsidiaries may expand into Virginia by merger with
Virginia banking institutions or by de novo branching. There are no Virginia law
limitations on the size of the deposit base in Virginia or an interstate
acquiring bank in relation to the total deposits of all depository institutions
in Virginia.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
permits bank holding companies to acquire banks located in states other than the
bank holding company's home state. Riegle-Neal also allows national banks and
state banks with different home states to merge across state lines, unless the
home state of a participating bank enacted legislation prior to May 31, 1997,
that expressly prohibits interstate mergers. Additionally, the act allows branch
banking across state lines, unless the state where the new branch will be
located enacted legislation restricting or prohibiting de novo interstate
branching on or before May 31, 1997. Neither West Virginia nor Virginia enacted
any legislation restricting interstate branch banking.
On November 4, 1999, Congress adopted the Gramm-Leach-Bliley Act of
1999. This Act, also known as the Financial Modernization Law, repealed a number
of federal limitations on
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the powers of banks and bank holding companies, originally adopted in the
1930's. Under the Act, banks, insurance companies, securities firms and other
service providers may now affiliate. In addition to broadening the powers of
banks, the Act created a new form of entity, called a financial holding company,
which may engage in any activity that is financial in nature or incidental or
complementary to financial activities.
The Federal Reserve Board provides the principal regulatory supervision
of financial services permitted under the Act. However, the Securities and
Exchange Commission and state insurance and securities regulators also assume
substantial supervisory powers and responsibilities.
The Act addresses a variety of other matters, including customer
privacy issues. The obtaining of certain types of information by false or
fraudulent pretenses is a crime. Banks and other financial institutions must
notify their customers about their policies on sharing information with certain
third parties. In some instances, customers may refuse to permit their
information to be shared. The Act also requires disclosures of certain automatic
teller machine fees and contains certain amendments to the federal Community
Reinvestment Act. The Act became effective on March 13, 2000.
DIVIDEND PAYMENTS. One Valley is a legal entity separate and distinct
from its affiliate banks. A major portion of One Valley's revenues comes from
dividends its affiliate banks pay to it. Federal law restricts the amount of
dividends affiliate banks may pay. In certain instances, a national bank must
obtain approval of the Comptroller of the Currency before paying dividends.
Federal law also prohibits national banks from paying dividends greater than the
bank's undivided profits after deducting statutory bad debt in excess of the
bank's allowance for loan losses. Similar restrictions on dividends apply to the
state chartered affiliate banks.
On December 31, 1999, the affiliate banks could have paid aggregate
dividends of $44,350,000, plus retained net profits for the interim periods
through the date of declaration, to One Valley without obtaining prior
regulatory approval. During 1999, the affiliate banks paid $50,360,000. It is
One Valley's policy to maintain liquidity at the parent level. Therefore, each
affiliate bank dividends nearly all of its earnings to the parent, retaining
only an amount to keep it well capitalized. At year-end, the parent company held
in excess of $70 million in liquid assets.
Other regulatory policies and requirements impact the affiliate banks'
ability to pay dividends, including the requirements that the institution
maintain adequate capital above regulatory minimums. Banking regulatory
authorities may restrict payments if the payment of dividends would be an unsafe
or unsound banking practice.
LOANS TO ONE VALLEY. One Valley and its non-bank subsidiaries may not
borrow from the affiliate banks unless the borrowing is secured by designated
amounts of specified collateral and are limited, as to One Valley or any one of
its nonbank subsidiaries, to 10% of the lending bank's capital stock and
surplus. One Valley and all its nonbank subsidiaries in the aggregate are
limited to 20% of the lending bank's capital stock and surplus. These
restrictions also apply to
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the bank affiliates' purchases of assets from and investments in One Valley and
its nonbank subsidiaries.
CAPITAL REQUIREMENTS. Bank regulators adopted risk-based capital
guidelines for bank holding companies and banks. Regulations divide capital
ratios into Tier I capital and Tier II capital. At least half of a bank's total
capital is required to be comprised of Tier I capital which consists of common
stock, retained earnings, noncumulative perpetual preferred stock, minority
interests (and, for bank holding companies, a limited amount of qualifying
cumulative perpetual preferred stock), less goodwill and most other intangibles.
Tier II capital consists of other preferred stock, certain other capital
instruments and limited amounts of subordinated debt and allowance for loan
losses.
Additionally, bank regulators established minimum leverage ratio
requirements for bank holding companies and banks. These requirements provide
for a minimum leverage ratio of Tier I capital to adjusted average quarterly
assets ("leverage ratio") equal to 3% for bank holding companies and banks that
meet certain specified criteria, including having the highest regulatory rating.
All other bank holding companies and banks will generally be required to
maintain a leverage ratio of 4% to 5%.
Regulatory capital requirements also provide that bank holding
companies and banks experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
At December 31, 1999, One Valley had a Tier I capital ratio of 12.8%, a
total capital ratio of 14.0% and a leverage ratio of 8.2%.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires federal banking agencies to take "prompt corrective action"
about depository institutions that do not meet minimum capital requirements.
This act establishes five capital categories which the chart below summarizes:
<TABLE>
<CAPTION>
Capital Category Tier I Capital Ratio Total Capital Ratio Leverage Ratio
- ---------------- -------------------- ------------------- --------------
<S> <C> <C> <C>
Well Capitalized > 6% >10% > 5%
- - -
Adequately Capitalized > 4% > 8% > 4%
- - -
Undercapitalized < 4% < 8% < 4%
Significantly Undercapitalized < 3% < 6% < 3%
Critically Undercapitalized(1) - - -
</TABLE>
(1) Tangible equity is equal to or less than 2% of average quarterly
tangible assets.
As of December 31, 1999, One Valley and its affiliate banks had capital
levels that qualify them as being "well capitalized."
FDICIA generally prohibits a depository institution that is not "well
capitalized" from accepting brokered deposits and offering interest rates on
deposits higher than the prevailing
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rates in its market. FDICIA generally prohibits a depository institution from
making any capital distribution (including payment of a dividend) or paying any
management fee to its holding company if the depository institution would
afterward be "undercapitalized."
"Undercapitalized" depository institutions are subject to growth
limitations and must submit a capital restoration plan. The federal banking
agencies may accept a capital plan only after determining that the plan is based
on realistic assumptions and is likely to succeed in restoring the depository
institution's capital. Additionally, the depository institution's parent holding
company must guarantee that the institution will comply with the plan. If a
depository institution fails to submit an acceptable plan, regulators treat the
institution as if it is "significantly undercapitalized."
"Significantly undercapitalized" depository institutions are subject to
a number of requirements and restrictions, including orders to sell sufficient
voting stock to become "adequately capitalized," requirements to reduce total
assets and requirements to cease receiving deposits from correspondent banks.
Regulators may appoint a receiver or conservator for "critically
undercapitalized" institutions.
OTHER OBLIGATIONS. The Financial Institutions Reform, Recovery and
Enforcement Act of 1989 imposes liability on FDIC-insured depository
institutions, like the affiliate banks, for losses the FDIC incurs when it
assists an insured affiliated bank.
Under the National Bank Act, if losses impair a national bank's capital
stock, the Comptroller may assess the bank's shareholders, pro rata, for the
amount of the deficiency. If the shareholder does not pay the deficiency after
three months' notice, the Comptroller may sell the shareholder's stock to make
good the deficiency.
Under Federal Reserve Board policy, One Valley must act as a source of
financial strength to each of its affiliate banks and commit resources to
support each of them.
STATE REGISTRATION. One Valley must register annually with the
Commissioner of Banking of West Virginia and pay a registration fee based on the
total amount of bank deposits of the affiliate banks. Although legislation
allows the Commissioner to set the registration fee, it limits the fee to ten
dollars per nearest million dollars of deposits. The Commissioner also regulates
and supervises One Valley.
The State Corporation Commission of Virginia has authority to examine
One Valley as a bank holding company owning a Virginia bank or Virginia savings
institution and to require reports from One Valley. Generally, this regulatory
oversight is ceded through a cooperative agreement by the Virginia Commission to
the Commissioner of Banking of West Virginia, who has primary examination
responsibility for One Valley.
EFFECT OF GOVERNMENTAL POLICIES ON OPERATIONS. The fiscal and monetary
policies of the federal government and its agencies, particularly the Federal
Reserve Board, affect both members and non-members of the Federal Reserve. The
Federal Reserve Board regulates the national money supply to mitigate
recessionary and inflationary pressures. The techniques the
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Federal Reserve Board uses include setting the reserve requirements of member
banks, establishing the discount rate on member bank borrowings and conducting
open market operations in United States government securities.
The Federal Reserve Board's policies have a direct and indirect effect
on the amount of bank loans and deposits, and the interest rates banks charge
and pay. We cannot accurately predict the impact of current economic problems
and the Federal Reserve Board's and other regulators' policies. These policies
could materially affect the revenues and income of the affiliate banks.
ONE VALLEY'S STATISTICAL DISCLOSURE. One Valley includes statistical
disclosure in its "Management's Discussion and Analysis of Financial Condition
and Results of Operations" section of its Annual Report to Shareholders on pages
8 through 27 for the year ended December 31, 1999, which is incorporated herein
by reference.
ITEM 2. PROPERTIES
ONE VALLEY AND ONE VALLEY BANK, N.A.
One Valley Bank, National Association owns the site of its current
banking quarters, One Valley Square in Charleston, West Virginia. One Valley
Bank leases this land to One Valley Square, Inc. One Valley Square, Inc.,
constructed a 15 story (plus basement) office building on the site, and One
Valley Bank leases a portion of the basement and seven floors of One Valley
Square for its operations, consisting of approximately 130,000 square feet.
One Valley Bank subleases the seventh floor to others. One Valley also
operates from the space leased by One Valley Bank in One Valley Square. The
remaining space is leased to non-affiliated tenants. One Valley Bank also
conducts operations at its operations center located in Charleston, and at 22
branch locations throughout Kanawha, Mason, Putnam, Jackson, and Wood Counties.
OTHER AFFILIATE BANKS
On March 6, 2000, other affiliate banks own or lease eight main bank
offices, related drive-in facilities, 92 branch offices and other properties
that are necessary to house related support activities of those banks. All of
the affiliate banks' properties are suitable and adequate for their current
operations and are generally fully utilized.
ITEM 3. LEGAL PROCEEDINGS
Various legal proceedings are presently pending in which the affiliate
banks are parties. These proceedings involve routine litigation incidental to
the banks' businesses. There are no material legal proceedings pending or
threatened against One Valley or its subsidiaries.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
One Valley's Common Stock is registered on the New York Stock Exchange
under the symbol "OV."
On March 6, 2000, One Valley had approximately 19,000 shareholders,
including shareholders of record and shares held in nominee name. See the
information in paragraphs number 2 and 3 in the subsection captioned "Balance
Sheet Analysis-Capital Resources" on page 22 of One Valley's 1999 Annual Report
to Shareholders, incorporated herein by reference.
One Valley incorporates herein by reference Notes A, D, F and T of
Notes to the Consolidated Financial Statements appearing at pages 32, 34, 35 and
46 of One Valley's 1999 Annual Report to Shareholders and Table 2 "Six-Year
Selected Financial Summary" on page 10.
ITEM 6. SELECTED FINANCIAL DATA
One Valley incorporates by reference Table 2 "Six-Year Selected
Financial Summary" on page 10 of One Valley's 1999 Annual Report to
Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
One Valley incorporates by reference the information contained on pages
8 through 27 of One Valley's 1999 Annual Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
One Valley incorporates by reference the information contained on pages
20 through 22 of One Valley's 1999 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
One Valley incorporates by reference the information contained on pages
28 through 50 of One Valley's 1999 Annual Report to Shareholders. See Item 14
for additional information regarding the financial statements.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors of One Valley are:
Name Age Experience
---- --- ----------
Phyllis H. Arnold 51 President and Chief Executive
Director since 1993 Officer - One Valley Bank,
Term expires 2002 National Association, Charleston,
WV; Chief Operating Officer and
Senior Executive Vice President -
One Valley Bancorp, Inc.
Charles M. Avampato 61 President - Clay Foundation, Inc.,
Director since 1984 Charleston, WV
Term expires 2002 (Charitable Foundation)
Dennis M. Bone 48 1995 to present - President and
Director since 1997 Chief Executive Officer - Bell
Term expires 2000 Atlantic - West Virginia, Inc.;
formerly Vice President External
Affairs - Bell Atlantic - New
Jersey, Inc., Charleston, WV
James K. Brown 70 Attorney - Jackson & Kelly PLLC,
Director since 1981 Charleston, WV
Term expires 2001
James K. Candler 64 President - Candler Oil Company,
Director since 1998 Inc., Lynchburg, VA
Term expires 2002
Nelle Ratrie Chilton 60 Director and Vice President -
Director since 1989 Dickinson Fuel Co., Inc.,
Term expires 2001 Charleston, WV; TerraCo., Inc.,
Charleston, WV; TerraCare, Inc.,
TerraSalis, Inc., TerraSod, Inc.,
Malden, WV (Landscaping) (1)
H. Rodgin Cohen 55 Attorney - Sullivan & Cromwell,
Director since 1997 New York, NY
Term expires 2000
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Name Age Experience
---- --- ----------
James L. Davidson, Jr. 66 Chairman of the Board - One Valley
Director since 1998 Bank - Central VA, Lynchburg, VA
Term expires 2002
R. Marshall Evans, Jr. 58 President - Dickinson Co., LLC,
Director since 1984 Quincy Coal Co., and Chesapeake
Term expires 2001 Mining Co., Charleston, WV; Vice
President - Gary Securities,
Charleston, WV; President -
Hubbard Properties, Inc.,
Cheyenne, WY (2)
Bob M. Johnson 64 1998 to present - Vice Chairman of
Director since 1996 the Board - One Valley Bank -
Term expires 2000 Central Virginia; 1996 to 1997 -
President and Chief Executive
Officer - One Valley Bank -
Central Virginia; formerly
President and Chief Executive
Officer - Co-operative Savings
Bank, FSB, Lynchburg, VA
Robert E. Kamm, Jr. 48 President and Chief Executive
Director since 1987 Officer - One Valley Bank - South,
Term expires 2000 Inc., Summersville, WV
John D. Lynch 59 Vice President - Davis Lynch Glass
Director since 1986 Company, Star City, WV
Term expires 2002
Edwin H. Maier 56 President - General Corporation,
Director since 1983 Charleston, WV (Real Estate
Term expires 2000 Investment and Natural Gas
Production)
John Mork 52 President - Chief Executive
Director since 1999 Officer and Director - Energy
Term expires 2001 Corporation of America, Denver,
Co (3)
J. Holmes Morrison 59 1999 to present - Chairman of the
Director since 1990 Board, One Valley Bancorp, Inc.;
Term expires 2000 1991 to present -President and
Chief Executive Officer - One
Valley Bancorp, Inc., and Chairman
of the Board - One Valley Bank,
National Association, Charleston,
WV
Charles R. Neighborgall, III 58 President - The Neighborgall
Director since 1987 Construction Company, Huntington,
Term expires 2002 WV
15
<PAGE> 16
Name Age Experience
---- --- ----------
John L.D. Payne 61 President - Payne-Gallatin Mining
Director since 1981 Co., Charleston, WV (2)
Term expires 2001
Lacy I. Rice, Jr. 68 Attorney - Bowles, Rice, McDavid,
Director since 1994 Graff & Love PLLC; Vice Chairman
Term expires 2000 of the Board - One Valley Bancorp,
Inc., Charleston, WV; Chairman of
the Board - One Valley Bank -
East, Martinsburg, WV
William A. Rice, Jr. 53 1999 to present - President -
Director since 1999 AIRGAS, INC. (ARG, NYSE)
Term expires 2001 (distributor of welding equipment
and gases) Radnor, PA; 1995 to
1998 Group President Airgas Direct
Industrial, Charleston, WV; 1993
to 1995 - Vice President
Purchasing
Brent D. Robinson 52 1999 to present - Senior Vice
Director since 1994 President - One Valley Bancorp,
Term expires 2001 Inc.; 1998 to present - President
and Chief Executive Officer - One
Valley Bank - East, Martinsburg,
WV; 1995 to 1997 - President and
Chief Executive Officer - One
Valley Bank of Huntington,
Huntington, WV; 1993 to 1996 -
Executive Vice President, One
Valley Bancorp, Inc.
W. Lowrie Tucker, III 47 President - One Valley Bank -
Director since 1998 Shenandoah, Raphine, VA
Term expires 2002
J. Lee Van Metre, Jr. 62 Attorney - Steptoe & Johnson,
Director since 1986 Secretary of the Board - One
Term expires 2002 Valley Bank - East, National
Association, Martinsburg, WV
Richard B. Walker 61 Chairman of the Board and Chief
Director since 1991 Executive Officer - Cecil I.
Term expires 2000 Walker Machinery Co., Belle, WV
Edwin H. Welch 55 President - University of
Director since 1999 Charleston, Charleston, WV
Term expires 2001
16
<PAGE> 17
Name Age Experience
---- --- ----------
John H. Wick, III 54 Vice President -
Director since 1993 Dickinson Fuel Co., Inc.,
Term expires 2002 Charleston, WV (1)
Thomas D. Wilkerson 71 Senior Agent - Northwestern Mutual
Director since 1981 Life Insurance Company,
Term expires 2000 Charleston, WV
(1) Nelle Ratrie Chilton is the sister-in-law of John H. Wick, III.
(2) R. Marshall Evans, Jr. and John L. D. Payne are first cousins.
(3) Mr. Mork was late in reporting one stock transaction which should have
been reported on a Form 4. The transaction was reported on a Form 5 in
February 2000.
The executive officers of One Valley are:
Name Age Banking Experience and Qualifications
---- --- -------------------------------------
J. Holmes Morrison 59 1967 to present, One Valley Bank.
Vice President and Trust Officer,
1970; Senior Vice President and
Senior Trust Officer, 1978;
Executive Vice President, 1982;
President and Chief Operating
Officer, 1985; President and Chief
Executive Officer, 1988-1991;
Chairman of the Board, 1991. Vice
President, One Valley, 1982; Senior
Vice President, One Valley, 1984;
Executive Vice President, One Valley,
1990; President and Chief Executive
Officer, One Valley, 1991; Chairman
of the Board, One Valley, 1999.
Phyllis H. Arnold 51 1973-1979, One Valley Bank. Credit
Officer, 1974-1977; Vice President,
1977-1979. West Virginia State
Banking Commissioner, 1979-1983.
Executive Vice President, One Valley
Bank, 1988; President and Chief
Executive Officer, One Valley Bank,
1991; Executive Vice President, One
Valley, 1994; Chief Operating
Officer, 1998; Senior Executive Vice
President, One Valley, 1999.
17
<PAGE> 18
Name Age Experience
---- --- ----------
Frederick H. Belden, Jr. 61 1968 to present, One Valley Bank.
Senior Vice President and Senior
Trust Officer, 1982; Executive Vice
President, 1986. Executive Vice
President, One Valley, 1994.
Laurance G. Jones 53 1969 to present, One Valley Bank.
Controller, 1971; Vice President,
Controller and Treasurer, 1979;
Senior Vice President, 1980;
Executive Vice President, 1992.
Treasurer, One Valley, 1981;
Treasurer and Chief Financial
Officer, One Valley, 1984; Executive
Vice President, One Valley, 1994.
Finance and Accounting.
Brian J. Fox 51 1989 to 1995, One Valley Bank, Senior
Vice President Mortgage Banking;
1995 to 1999, Senior Vice President
Operations and Technology; Senior
Vice President Technology, One
Valley, 1999.
Robert E. Kamm, Jr. 48 1975 to 1978, One Valley Bank,
Assistant Investment Officer; 1982
to present, President One Valley
Bank-South, Inc.; Senior Vice
President, One Valley, 1996.
Brent D. Robinson 52 1978 to 1987, Mercantile Banking and
Trust Company, Executive Vice
President; 1987 to 1989, Mountaineer
Bankshares of WV, Vice President and
Chief Financial Officer,; 1989 to
1994, Mountaineer Bankshares of WV,
President, COO & CFO; 1994 to 1995
One Valley, Executive Vice
President; 1995 to 1997, One Valley
Bank Huntington, President and CEO;
1997, One Valley Bank-East,
President and CEO; 1999, One
Valley, Senior Vice President.
18
<PAGE> 19
Name Age Experience
---- --- ----------
William Daniel Stegall 52 1988 to 1997, One Valley Bank-East,
N.A., President and CEO; 1997, One
Valley Bank-Central VA, N.A.,
President and CEO; 1998, Senior Vice
President, One Valley.
Kenneth R. Summers 54 1963 to 1988, One Valley Bank. Vice
President, 1976; Senior Vice
President, 1985; 1988 President and
Chief Executive Officer One Valley
Bank, Inc.; Senior Vice President,
One Valley, 1996.
James A. Winter 47 1975 to present, One Valley Bank.
Vice President, Controller and
Assistant Treasurer, 1982. Senior
Vice President, 1991; Vice President
and Chief Accounting Officer, One
Valley, 1989; Senior Vice President,
One Valley, 1998.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table summarizes the compensation One Valley paid its
chief executive officer and the four other most highly compensated executive
officers as of the end of 1999.
19
<PAGE> 20
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
All Other
Other Compensation
Incentive Annual Restricted Securities (Including
Compen- Compen- Stock Underlying LTIP 401(k)
Name and Salary sation sation Award(s) Options Payouts Matching
Principal Position Year ($) ($) ($) ($) (#) ($) Contributions)
- ------------------ ---- --- --- --- --- --- --- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 1999 439,000 301,813 0 0 18,000 0 4,000
Chairman, President 1998 400,000 160,000 0 0 18,000 0 4,000
and CEO 1997 377,000 180,960 0 0 18,000 0 4,000
Phyllis H. Arnold 1999 260,750 135,746 0 0 11,000 0 4,000
Sr. Exec. Vice 1998 245,083 93,774 0 0 11,000 0 4,000
President & Chief 1997 227,000 86,442 0 0 10,875 0 4,000
Operating Officer
Frederick H. Belden, Jr. 1999 199,500 90,284 0 0 8,200 0 4,000
Exec. Vice President 1998 192,000 61,920 0 0 8,200 0 4,000
1997 181,000 62,445 0 0 8,125 0 4,000
Laurance G. Jones 1999 197,500 88,826 0 0 8,200 0 4,000
Exec. Vice President 1998 190,000 59,850 0 0 8,200 0 4,000
1997 178,000 60,609 0 0 8,125 0 4,000
Kenneth R. Summers 1999 172,250 65,937 0 0 7,200 0 4,000
Sr. Vice President 1998 167,917 48,663 0 0 7,200 0 4,000
1997 158,000 47,795 0 0 7,125 0 4,000
</TABLE>
SUMMARY OF STOCK OPTIONS
The following table lists One Valley's grants during 1999 of stock
options to the listed officers and all recipients of options under One Valley's
1993 Incentive Stock Option Plan. The table also provides information about the
potential gain to all shareholders at the designated rate of appreciation. The
actual value, if any, an officer may realize depends on the amount by which the
stock market price is greater than the exercise price. The exercise price is the
price the employee must pay to buy the shares. It is set at the fair market
value of One Valley common stock on the date One Valley granted the options.
Recipients may exercise options at any time. One Valley did not award any stock
appreciation rights.
20
<PAGE> 21
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------
Number of Potential Realizable Value
Securities At Assumed Annual Rates
Underlying % of Total Of Stock Appreciation for
Options Options Granted Exercise or Ten-Year Option Term
Granted to Employees in Base Price Expiration 5% 10%
Name (#) Fiscal Year ($/Sh) (1) Date ($) ($)
- ---- ---------- --------------- ----------- ---------- --- ---
<S> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 18,000 10.7% 37.91 04/29/09 429,120 1,087,920
Phyllis H. Arnold 11,000 6.5% 37.91 04/29/09 262,240 664,840
Frederick H. Belden, Jr. 8,200 4.9% 37.91 04/29/09 195,488 495,608
Laurance G. Jones 8,200 4.9% 37.91 04/29/09 195,488 495,608
Kenneth R. Summers 7,200 4.3% 37.91 04/29/09 171,648 435,168
27 Optionees (including
the five listed above) 162,300 100.0% 37.91 04/29/09 3,869,232 9,809,412
One Optionee 5,700 -- 34.19 12/06/09 122,664 310,650
All Shareholders -- -- -- -- 811,570,605 2,057,618,403
Optionee Gain as % of
All Shareholders' Gain -- -- -- -- .49% .49%
</TABLE>
- -----------------------
(1) Plan participants may use previously owned shares to pay for an
option's exercise price. Additionally, plan participants may have One
Valley withhold their shares due upon exercise of an option to satisfy
their required tax withholding obligations. In 1997, One Valley amended
the plan to extend the expiration period of the options to the earlier
of three years or the full option term if a participant retires, is
disabled or is terminated because of a change in control.
SUMMARY OF OPTION EXERCISES
The following table lists the number of shares acquired and the value
realized as a result of the exercise of options during 1999 for the listed
officers. The value realized is the difference between the market price of the
shares acquired and the exercise price of the options. The table also lists the
number of shares underlying unexercised options as well as values for
"in-the-money" options. Options are "in-the-money" if the 1999 year-end share
price is higher than the exercise price.
21
<PAGE> 22
OPTION EXERCISES IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Acquired FY-End (#) FY-End ($)
Name On Exercise (#) Value Realized ($) Exercisable Exercisable
- ---- --------------- ------------------ ----------- -----------
<S> <C> <C> <C> <C>
J. Holmes Morrison 0 0 88,639 507,984
Phyllis H. Arnold 10,095 207,169 48,995 193,988
Frederick H. Belden, Jr. 8,582 181,761 40,256 181,996
Laurance G. Jones 3,218 60,133 39,000 165,354
Kenneth R. Summers 1,500 32,291 53,444 442,345
</TABLE>
RETIREMENT BENEFITS
One Valley maintains a qualified defined benefit pension plan. Benefits
are based on total pay received during a period of 60 consecutive months of
employment which results in the highest final average compensation. "Total pay"
does not include income related to the exercise of stock options or payments in
lieu of benefits under One Valley's flexible benefits program. "Total pay" is
the total annual salary and bonus listed in the Summary Compensation Table.
For purposes of calculating retirement benefits, compensation was
capped at $160,000 in 1999. As of November 1, 1999, the credited years of
service under the retirement plan for the following individuals were: Phyllis H.
Arnold, 23.667 years; J. Holmes Morrison, 32.167 years; Frederick H. Belden,
Jr., 32.000 years; Laurance G. Jones, 30.417 years; and Kenneth R. Summers,
35.000 years.
In 1990, One Valley broadened coverage of a Supplemental Employee
Retirement Plan to include members of senior management, including the
individuals named in the Summary Compensation Table. This plan provides for a
benefit to supplement the capped benefit of the qualified defined benefit plan
such that at normal retirement at age 65 a Participant would be eligible to
receive 65% of final average compensation, less the retirement benefit under the
defined benefit pension plan, any retirement benefits from a previous employer
and the employee's Social Security benefit. The plan also provides a reduced
early retirement benefit and a disability retirement benefit. Both of these
benefits are reduced by benefits paid under One Valley's Long Term Disability
Plan and Social Security benefits.
In 1997, One Valley amended the Supplemental Employee Retirement Plan
to exclude income related to the exercise of stock options and payments in lieu
of benefits under One Valley's flexible benefits program from the compensation
in the calculation of benefits. During 1999, $480,933 was accrued for the
Supplemental Employee Retirement Plan Trust, and $507,142 was paid into the
Trust.
22
<PAGE> 23
For illustrative purposes, the following table lists the approximate
annual retirement benefits (Qualified Plan and Supplemental Plan) an employee
would receive if he or she retired on November 1, 1999, at age 65. Amounts are
based on the full life annuity form under various assumptions as to salary and
years of service. Benefits are not subject to deduction for Social Security or
other offset amounts.
PENSION PLAN TABLE
Highest Consecutive Estimated Annual Pension For
Five-Year Representative Years of Credited Service
Average Compensation* 15 20 25 or More
$125,000 $ 27,521 $ 36,694 $ 64,774
150,000 33,521 44,694 81,024
175,000 39,521 52,694 97,274
200,000 45,521 60,694 113,524
225,000 51,521 68,694 129,774
250,000 57,521 76,694 146,024
300,000 69,521 92,694 178,524
400,000 93,521 124,694 243,524
450,000 105,521 140,694 276,024
500,000 117,521 156,694 308,524
550,000 129,521 172,694 341,024
600,000 141,521 188,694 373,524
650,000 153,521 204,694 406,024
700,000 165,521 220,694 438,524
* IRS Maximum for Qualified Plan is $160,000 in 1999.
CHANGE IN CONTROL ARRANGEMENTS
Beginning in 1996 and over the course of the last several years, One
Valley has entered into agreements with all officers listed in the Summary
Compensation Table and with certain other officers to encourage those key
officers not to seek other employment because of the possibility of another
entity's acquiring One Valley. One Valley designed these agreements to secure
the executives' continued service and dedication in the face of the perception a
change in control could occur, or an actual or threatened change in control.
Because of the amount of acquisition activity in the banking industry, the Board
of Directors believed entering into these agreements was in One Valley's best
interest. These agreements were not entered into because a change in control was
imminent.
Generally, the agreements apply if there is a change in control of One
Valley and for two years following the change in control. During this period, if
the executive (a) is terminated by
23
<PAGE> 24
One Valley without cause, (b) resigns for "good reason," or (c) if an executive
at the level of executive vice president or above voluntarily terminates
employment during the thirteenth month after a change in control, then the
executive will receive cash equal to either three (at the level of executive
vice president or above) or two (at the level of senior vice president) or one
times the sum of (a) the executive's base salary and average bonus for the three
years prior to the change in control, and (b) a pro rata portion of the
executive's target bonus for the year when the change in control occurs. Health
benefits will continue for 36 or 12 months (depending on the relevant change in
control agreement). Retiree medical benefits will be available if the executive
has 10 years of service and is at least 50 years old.
If an excise tax under Section 4999 of the Internal Revenue Code
applies to any of these agreements, One Valley will pay executives (at the level
of executive vice president or above) an additional amount so that after payment
of the tax, the executive has received the full change in control benefits.
However, the extra payment will not be made and payments will be capped if a
reduction of the payments by an amount that is less than 10% would render the
payments to be below the Section 4999 limitation. In such cases, One Valley
reduces the change in control payments so that no excise tax is due. In all
other instances, One Valley will reduce payments for other executives under the
change in control agreements so no excise tax would be due. Under the
agreements, executives may not resign for 180 days after change in control
activities have begun, unless the activities terminate or a change in control
occurs.
Under the change in control agreements, a "change in control" means (a)
a person becomes the beneficial owner of 50% or more of the voting power of One
Valley, (b) a change in a majority of the Board, (c) the completion of a
reorganization, merger, consolidation or sale of substantially all of One
Valley's assets (unless One Valley's shareholders receive more than 60% of the
voting stock of the acquiring company, no person acquires more than 50% of the
voting stock, and One Valley's Board of Directors constitutes a majority of the
continuing board of directors of the acquiring company), or (d) a liquidation,
dissolution or sale or disposition of all or substantially all of One Valley's
assets. The pending acquisition of One Valley by BB&T is a transaction which, if
finalized, will be a "change in control" for purposes of these agreements. In
anticipation of the BB&T acquisition, Messrs. Morrison, Belden and Jones and
Mrs. Arnold have entered into employment agreements with BB&T which nullify
their change-in-control agreements.
BOARD COMPENSATION
During 1999, each director who was not an employee of One Valley
received $650 for each meeting of the Board of Directors he or she attended.
Additionally, non-employee directors who were members of the Audit Committee
received $350 per meeting attended and $300 for other committee meetings
attended. Each director not employed by One Valley also receives an annual grant
of 100 shares of One Valley common stock. During 1999, there were no other
compensation arrangements for One Valley directors.
Under the One Valley Deferred Compensation Plan, One Valley directors
may defer fees they receive for serving as directors.
24
<PAGE> 25
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ONE VALLEY SHARE OWNERSHIP
The following table lists One Valley's share ownership for the persons
or groups specified. Ownership includes direct and indirect (beneficial)
ownership as defined by SEC rules. Information in the table is as of February
29, 2000. Share totals include 100 directors' qualifying shares which One
Valley's Bylaws require each director to own. The Bylaws further require that to
be eligible for re-election, a director must own at least 500 shares by the end
of the first three years of service.
<TABLE>
<CAPTION>
DIRECTORS:
SHARES
NAME POSITIONS WITH COMPANY BENEFICIALLY OWNED
---- ---------------------- ------------------
<S> <C> <C>
Phyllis H. Arnold Chief Operating Officer, 101,391 Direct (1)
Senior Executive Vice President,
Director
Charles M. Avampato Director 34,265 Direct
5,285 Indirect
Dennis M. Bone Director 1,268 Direct
James K. Brown Director 2,950 Direct
4,135 Indirect
James K. Candler Director 25,286 Direct (2)
Nelle Ratrie Chilton Director 68,041 Direct
H. Rodgin Cohen Director 3,620 Direct
James L. Davidson, Jr. Director 166,133 Direct (2)
12,806 Indirect
Ray Marshall Evans, Jr. Director 44,733 Direct
2,208,169 Indirect (3)
Bob M. Johnson Director 46,320 Direct (1)
31,892 Indirect
Robert E. Kamm, Jr. Director 227,996 Direct (1)
27,191 Indirect
John D. Lynch Director 33,012 Direct
4,687 Indirect
Edward H. Maier Director 26,100 Direct
</TABLE>
25
<PAGE> 26
<TABLE>
<CAPTION>
SHARES
NAME POSITIONS WITH COMPANY BENEFICIALLY OWNED
---- ---------------------- ------------------
<S> <C> <C>
John F. Mork Director 2,192 Direct
J. Holmes Morrison Chairman, President and Chief Executive 102,920 Direct (4) (1)
Officer and Director 15,383 Indirect
Charles R. Neighborgall, III Director 3,656 Direct
3,656 Indirect
John L. D. Payne Director 1,315 Direct
724,806 Indirect (5)
Lacy I. Rice, Jr. Director 166,176 Direct
14,687 Indirect
William A. Rice, Jr. Director 5,997 Direct
Brent D. Robinson Senior Vice President, 42,632 Direct (1)
Director 1,065 Indirect
W. Lowrie Tucker, III Director 33,939 Direct (1)
8,349 Indirect
J. Lee Van Metre, Jr. Director 2,950 Direct
2,612 Indirect
Richard B. Walker Director 4,778 Direct
Edwin H. Welch Director 2,692 Direct
John H. Wick, III Director 17,909 Direct
44,010 Indirect
Thomas D. Wilkerson Director 3,212 Direct
OTHER EXECUTIVE OFFICERS:
Frederick H. Belden, Jr. Executive Vice President 46,162 Direct (1)
3,125 Indirect
Laurance G. Jones Executive Vice President 40,140 Direct (1)
7,187 Indirect
Kenneth R. Summers Senior Vice President 61,876 Direct (4) (1)
558 Indirect
All Directors, Nominees and 1,452,009 Direct
Executive Officers as a Group 2,542,424 Indirect
(32 individuals)
</TABLE>
26
<PAGE> 27
All Directors, Nominees and Executive Officers as a Group - 11.87%. Two of the
above individuals beneficially own more than one percent of One Valley common
stock: R. Marshall Evans, Jr. - 6.69% and John L. D. Payne - 2.16%.
(1) Includes shares the individual has the right to acquire within 60 days
through the exercise of options under One Valley's 1993 Stock Option
Plan: Phyllis H. Arnold - 48,995, Bob M. Johnson - 6,000, Robert E.
Kamm, Jr. - 20,125, J. Holmes Morrison - 75,626, Brent D. Robinson -
19,500, W. Lowrie Tucker III - 4,000, Kenneth R. Summers - 44,539,
Frederick H. Belden, Jr. - 40,256 and Laurance G. Jones - 38,000.
(2) Includes shares the individual has the right to acquire within 60 days
through the exercise of options under the FFVA Financial Corporation
1994 Stock Option Plan: James K. Candler - 13,238, and James L.
Davidson, Jr. - 68,715.
(3) See Note (1) under Certain Beneficial Owners.
(4) Includes shares the individual has the right to acquire within 60 days
through the exercise of options under One Valley's 1983 Stock Option
Plan: J. Holmes Morrison - 13,013 and Kenneth R. Summers - 8,905.
(5) Consists of 146,247 shares held in nine trusts of which John L. D.
Payne is a co-trustee, 567,434 shares held by Hubbard Properties, Inc.,
formerly Dickinson Company, LLC, Payne-Gallatin Mining Company and
Horse Creek Land and Mining Company and 10,000 shares held by Southern
Land Limited Partnership (in which companies Mr. Payne is an executive
officer and director), and 1,125 shares owned by his children; does not
include 191,586 shares held in or through trusts in which John L. D.
Payne, at the discretion of trustees, is an income beneficiary.
CERTAIN BENEFICIAL OWNERS
ONE VALLEY COMMON STOCK OWNERSHIP
Mr. R. Marshall Evans, Jr. is the only shareholder known to One Valley
to beneficially own five percent or more of One Valley's common stock.
"Beneficially own" means to own the shares directly, or to have the right to
vote the shares, or to have the right to dispose of the shares. More than one
person may "beneficially own" the same shares. For example, co-trustees of a
trust may each be "beneficial owners" of the shares in the trust.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
---------------- ------------------------ --------
R. Marshall Evans, Jr. 2,252,902 (1) 6.69%
3401 Northside Parkway
Atlanta, GA 30327
27
<PAGE> 28
- ----------------
(1) Consists of (a) 1,308,562 shares held as co-trustee with an individual
co-trustee and One Valley Bank; (b) 219,464 shares held as co-trustee
with One Valley Bank and another individual co-trustee; (c) 186,731
shares held with One Valley Bank as co-trustee; (d) 36,132 shares held
by his wife as trustee of trusts for the benefit of his children; (e)
44,733 shares owned of record; (f) 9,033 shares owned of record by his
wife; and (g) 438,247 shares owned by Hubbard Properties, Inc.,
formerly Dickinson Company, LLC, and 10,000 shares owned by Southern
Land Limited Partnership (in which Mr. Evans is an executive officer
and director). This does not include 37,197 shares held in trusts from
which Mr. Evans may, at the discretion of the co-trustees, receive
distributions of income and, under certain circumstances, distributions
of principal.
One Valley's subsidiary banks hold of record as trustee, co-trustee,
executor or co-executor, 4,769,464 shares of stock representing 14.17% of the
outstanding One Valley shares. One Valley does not vote all of these shares. The
information below indicates when One Valley's subsidiary banks have voting
control:
o The banks do not vote the 4,083,234 shares held as co-trustee
or co-executor.
o The banks hold 686,230 shares as sole trustee or sole
executor, of which 647,280 shares (or 1.92% of the total
shares outstanding) will be voted by the banks, as trustee or
executor.
o The banks hold 38,950 shares as sole trustee or sole executor
in personal trust and self-directed employee benefit accounts.
These shares will be voted at the direction of the grantor,
settlor or beneficiary of those accounts.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS WITH DIRECTORS AND OFFICERS AND THEIR ASSOCIATES
One Valley and its banking subsidiaries have and expect to have
business transactions with directors, officers, principal shareholders and their
associates. During 1999, all of these transactions were made on substantially
the same terms (including interest rates, collateral and repayment terms on
loans) as comparable transactions with affiliated persons. One Valley's
management believes that these transactions, which at December 31, 1999, were,
in the aggregate, 19.3% of total shareholders' equity, did not involve more than
the normal business risk of collection or include other unfavorable features.
See also Notes H and J of the Notes to the Consolidated Financial
Statements appearing at pages 37 and 38 of One Valley's 1999 Annual Report to
Shareholders, which is incorporated herein by reference.
28
<PAGE> 29
Jackson & Kelly PLLC, a law firm in which Director James K. Brown is a
member, Steptoe & Johnson, a law firm in which Director J. Lee Van Metre, Jr.,
is a partner, Bowles, Rice, McDavid, Graff & Love PLLC, a law firm in which
Director Lacy I. Rice, Jr., is of counsel, and Sullivan & Cromwell, a law firm
in which Director H. Rodgin Cohen is a partner, performed legal services for One
Valley and its subsidiaries in 1999. Based on information provided by Messrs.
Brown, Van Metre, Rice and Cohen, the payments made to these law firms were less
than five percent of the gross revenues of each of those firms in 1999. In One
Valley's opinion, these transactions were on terms as favorable to One Valley as
they would have been with unaffiliated third parties.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, One Valley's affiliate banks and One Valley Square, Inc.,
paid $126,844 to TerraCare, Inc., for landscaping services. TerraCare, Inc., is
a wholly owned subsidiary of TerraCo, Inc. Director Nelle Ratrie Chilton is Vice
President and director of TerraCo, Inc. In the opinion of One Valley, these
transactions were on terms as favorable to One Valley as they would have been
with third parties not otherwise affiliated with One Valley. The members of One
Valley's Compensation Committee during 1999 were Charles M. Avampato, Dennis M.
Bone, Nelle Ratrie Chilton, John F. Mork and John L. D. Payne.
29
<PAGE> 30
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
1999 Annual Report
to Shareholders
Index Page(s)
----- -------
<S> <C> <C>
(a) 1. Financial Statements
Consolidated Financial Statements of One Valley Bancorp, Inc., incorporated
by reference in Part II, Item 8, of this report.
Consolidated Balance Sheets at December 31, 1999, and 1998 28
Consolidated Statements of Income for the years ended December
31, 1999, 1998 and 1997 29
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 1998 and 1997 30
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997 31
Notes to Consolidated Financial Statements 32-46
Report of Independent Auditors 47
</TABLE>
(a) 2. Financial Statement Schedules
One Valley omits all schedules, because the required information is
inapplicable or the information is presented in the Consolidated
Financial Statements or related Notes.
(a) 3. Exhibits Required to be Filed by Item 601 of Regulation S-K and
Item 14(c) of Form 10-K
See Index to Exhibits.
30
<PAGE> 31
Reports on Form 8-K
(b)
Report on Form 8-K filed February 7, 2000.
Report on Form 8-K filed February 14, 2000.
(c)
Exhibits
(d) See Item 14(a)(3) above.
Financial Statement Schedules
See Item 14(a)(2) above.
31
<PAGE> 32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ONE VALLEY BANCORP, INC.
By: /s/ J. Holmes Morrison
---------------------------
J. HOLMES MORRISON,
Chairman, President and
Chief Executive Officer
By: /s/ Laurance G. Jones
---------------------------
LAURANCE G. JONES,
Executive Vice President and Treasurer
(Principal Financial Officer)
By: /s/ James A. Winter
---------------------------
JAMES A. WINTER,
Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)
March 21, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Phyllis H. Arnold Director March 21, 2000
- -----------------------------
PHYLLIS H. ARNOLD
/s/ Charles M. Avampato Director March 21, 2000
- -----------------------------
CHARLES M. AVAMPATO
/s/ Dennis M. Bone Director March 22, 2000
- -----------------------------
DENNIS M. BONE
/s/ James K. Brown Director March 21, 2000
- -----------------------------
JAMES K. BROWN
</TABLE>
32
<PAGE> 33
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Director March __, 2000
- -----------------------------
JAMES K. CANDLER
/s/ Nelle Ratrie Chilton Director March 21, 2000
- -----------------------------
NELLE RATRIE CHILTON
Director March __, 2000
- -----------------------------
H. RODGIN COHEN
Director March __, 2000
- -----------------------------
JAMES L. DAVIDSON, JR.
/s/ Ray Marshall Evans, Jr. Director March 21, 2000
- -----------------------------
RAY MARSHALL EVANS, JR.
Director March __, 2000
- -----------------------------
BOB M. JOHNSON
Director March __, 2000
- -----------------------------
ROBERT E. KAMM, JR.
Director March __, 2000
- -----------------------------
JOHN D. LYNCH
/s/ Edward H. Maier Director March 21, 2000
- -----------------------------
EDWARD H. MAIER
Director March __, 2000
- -----------------------------
JOHN F. MORK
/s/ J. Holmes Morrison Chairman, President March 21, 2000
- ----------------------------- and Chief Executive
J. HOLMES MORRISON Officer
Director March __, 2000
- -----------------------------
CHARLES R. NEIGHBORGALL, III
/s/ John L. D. Payne Director March 21, 2000
- -----------------------------
JOHN L. D. PAYNE
Director March __, 2000
- -----------------------------
LACY I. RICE, JR.
</TABLE>
33
<PAGE> 34
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ William A. Rice, Jr. Director March 21, 2000
- -----------------------------
WILLIAM A. RICE, JR.
Director March __, 2000
- -----------------------------
BRENT D. ROBINSON
Director March __, 2000
- -----------------------------
W. LOWRIE TUCKER, III
Director March __, 2000
- -----------------------------
J. LEE VAN METRE, JR.
/s/ Richard B. Walker Director March 22, 2000
- -----------------------------
RICHARD B. WALKER
/s/ Edwin H. Welch Director March 21, 2000
- -----------------------------
EDWIN H. WELCH
/s/ John H. Wick, III Director March 21, 2000
- -----------------------------
JOHN H. WICK, III
/s/ Thomas D. Wilkerson Director March 21, 2000
- -----------------------------
THOMAS D. WILKERSON
</TABLE>
34
<PAGE> 35
INDEX TO EXHIBITS
Exhibit No. Description:
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.
Exhibit 2.1 Agreement and Plan of Reorganization between One
Valley and BB&T Corporation, dated February 6, 2000,
filed as part of One Valley's Form 8-K on February 14,
2000 and incorporated herein by reference.
Exhibit 2.2 Stock Option Agreement between One Valley and BB&T
Corporation, dated February 6, 2000, filed as part of
One Valley's Form 8-K on February 14, 2000 and
incorporated herein by reference.
(3) Articles of Incorporation and Bylaws
Exhibit 3.1 Restated Articles of Incorporation of One Valley,
filed as part of One Valley's June 30, 1998, Quarterly
Report on Form 10-Q and incorporated herein by
reference.
Exhibit 3.2 Amended and Restated Bylaws of One Valley filed as
part of One Valley's June 30, 1998, Quarterly Report
on Form 10-Q and incorporated herein by reference.
Exhibit 4.1 Shareholder Protection Rights Agreement, filed as a
part of One Valley's current report on Form 8-K, dated
October 19, 1995, and incorporated herein by
reference.
(10) Material Contracts.
Exhibit 10.1 Indemnity Agreement between Resolution Trust
Corporation and One Valley, filed as part of One
Valley's Registration Statement on Form S-2,
Registration No. 33-43384, October 22, 1991, and
incorporated herein by reference.
Executive Compensation Plans and Arrangements.
Exhibit 10.2 Form of Change in Control Severance Agreements
between One Valley and certain of its officers, dated
as of October 16, 1996, filed as part of One Valley's
1997 Annual Report on Form 10-K and incorporated
herein by reference.
Exhibit 10.3 One Valley Bancorp, Inc., 1983 Incentive Stock Option
Plan, as amended, filed as part of One Valley's
Registration Statement on Form S-8, Registration No.
33-3570, July 2, 1990, and incorporated herein by
reference.
35
<PAGE> 36
Exhibit 10.4 One Valley Bancorp, Inc., 1993 Amended and
Restated Incentive Stock Option Plan found filed as
part of One Valley's 1998 Annual Report on Form 10-K
and incorporated herein by reference.
Exhibit 10.5 One Valley Bancorp, Inc., Management Incentive
Compensation Plan, as amended February, 1990, filed
as part of One Valley's 1992 Annual Report on Form
10-K and incorporated herein by reference.
Exhibit 10.6 One Valley Bancorp, Inc., Supplemental Benefit
Plan, as amended April 1990, filed as part of One
Valley's 1992 Annual Report on Form 10-K and
incorporated herein by reference.
Exhibit 10.7 One Valley Bancorp, Inc., Executive Incentive
Compensation Plan, dated as of January 1, 1996, filed
as part of One Valley's 1996 Annual Report on Form
10-K and incorporated herein by reference.
(12) Statement Re Computation of Ratios.
(13) 1999 Annual Report to Security Holders.
(21) Subsidiaries of Registrant.
(23a) Consent of Ernst & Young LLP, Independent Auditors.
(23b) Consent of Cherry, Bekaert & Holland, L.L.P., Independent Auditors.
(27) Financial Data Schedule -- Edgar filing only.
(99b) Report of Cherry, Bekaert & Holland, L.L.P., Independent Auditors.
36
<PAGE> 1
EXHIBIT 12
STATEMENT RE: COMPUTATION OF RATIOS
ROA - RETURN ON AVERAGE ASSETS: Return on Average Assets is defined as net
income divided by average total assets.
ROE - RETURN ON AVERAGE EQUITY: Return on Average Equity is defined as net
income divided by average total equity.
<PAGE> 1
Exhibit 13
1999 ANNUAL REPORT
ONE VALLEY
BANCORP, INC.
<PAGE> 2
- ------------------------
ONE VALLEY BANCORP, INC.
ANNUAL REPORT 1999
- ------------------------
<TABLE>
<CAPTION>
Contents
<S> <C>
Financial Highlights. . . . . . . . . . . . . . . . . .1
Report to Customers, Employees, and Owners. . . . . . .2
Management's Discussion and Analysis . . . . . . . . .8
Consolidated Financial Statements . . . . . . . . . . 28
Six-year Financial Summaries. . . . . . . . . . . . . 48
One Valley Bancorp Directors and Senior Management. . 51
Additional Shareholder Information. . . . . . . . . . 52
</TABLE>
<TABLE>
<CAPTION>
Financial Highlights
(Dollars in thousands, except per share data)
1999 1998 % CHANGE
-------------------------------------------------
<S> <C> <C> <C>
FOR THE YEAR
Net interest income ... $ 235,223 $ 220,724 6.57%
Net income ............ 80,824 73,045 10.65
Average balances
Total loans - net... 4,132,173 3,641,069 13.48
Total assets ....... 6,218,008 5,648,166 10.09
Deposits ........... 4,556,568 4,283,567 6.37
Equity ............. 571,026 558,289 2.28
AT YEAR-END
Year-end balances
Total loans - net... $4,337,470 $3,938,849 10.12%
Total assets ....... 6,583,061 5,963,580 10.39
Deposits ........... 4,573,435 4,552,888 0.45
Equity ............. 558,729 595,533 (6.18)
PER SHARE
Net income:
Basic .............. $ 2.39 $ 2.19 9.13%
Diluted ............ 2.37 2.15 10.23
Cash dividends ........ 1.00 0.90 11.11
Book value ............ 16.72 17.14 (2.45)
</TABLE>
1
<PAGE> 3
Letter to the Shareholders
[List of Employee Names]
- ---------------
THIS
ANNUAL REPORT
IS DEDICATED
TO THE OVER
2,300 CURRENT
EMPLOYEES.
- ---------------
Continuing a pattern of consistent growth and strong financial
performance, One Valley Bancorp recorded its eighteenth consecutive year of
increased net income and dividends in 1999, combined with its thirteenth
consecutive year of record earnings per share. We are pleased to be one of the
few banking companies among the 100 largest in the nation that has had such a
record of uninterrupted profitability.
Importantly, One Valley's history of year-after-year record performance
has not come at the expense of sacrificing balance-sheet quality. We continue to
emphasize the sound financial fundamentals of profitability, asset quality,
operational efficiency, capital adequacy, liquidity and balanced management of
interest rate risk. While achieving this level of performance, One Valley also
reached record levels in assets, loans, and deposits in 1999.
For the year, One Valley earned a record $80.8 million, representing a
10.7% increase over the $73.0 million earned in 1998. Fully diluted net income
per share increased 10.2% to $2.37 from the $2.15 earned the previous year.
Return on average equity for 1999 improved to 14.15%, up from the 13.08%
reported in 1998, while return on average assets remained consistent at 1.30%
compared to 1.29% the prior year. Average shareholders' equity grew 2.3% to
$571.0 million resulting in a strong capital ratio as the equity to average
assets ratio was 9.18%. Cash dividends per share increased 11.1% to a record
$1.00 in 1999.
Growth in net income was generated by a 6.6% increase in net interest
income and a 15.2% increase in non-interest income. Strong loan volume was the
major factor in the growth in net interest income. The growth in non-interest
income was fueled by trust and investment income,
[List of Employee Names]
2
<PAGE> 4
[List of Employee Names]
insurance revenues and other fees. Real estate loan fees returned to a more
normal level in 1999, after an unusually high level of mortgage refinancing in
1998. Despite continued growth in assets during 1999, One Valley diligently
maintained control of operating expenses resulting in improved operational
efficiency ratios, as the efficiency and net overhead ratios declined to 55.7%
and 1.82%, respectively.
One Valley's strong tradition of sound asset quality continued in 1999 as
net charge-offs declined to 0.17% of loans, and loans delinquent for 30 days or
more declined to only 1.00% of total loans, compared to 1.16% in the previous
year. While the non-performing assets ratio increased slightly to 0.27% of total
loans in 1999 compared to 0.24% in 1998, the loan loss reserve at year-end of
$54.2 million adequately covered the $11.6 million in non-performing assets by
466%. The asset quality ratios mentioned above are among the best in the
industry and were achieved while growing the loan-to-deposit ratio at year-end
from 86.5% in 1998 to 94.8% in 1999.
The "Management's Discussion and Analysis" section on pages 8 through 27
provides a comprehensive review of the financial condition and results of
operations of One Valley for 1999 and prior years, and should be read in its
entirety. Some of the financial highlights include:
o Net income grew at a 9.68% compound annual growth rate over the last five
years, while fully diluted earnings per share grew at a 9.15% rate during the
same period.
o Return on average assets averaged 1.30% over the past five years, while
return on equity averaged 13.08% over the same time frame.
o Average loans grew 10.91% per year while deposits grew 6.84% per year during
the last five years.
[List of Employee Names]
[Photo of Statue and Building]
3
<PAGE> 5
[List of Employee Names]
NET INCOME AND DIVIDENDS PER SHARE
Net
Year Income Dividends
- ------------------------------------------
1994 $1.54 $ .60
1995 $1.69 $ .67
1996 $1.80 $ .74
1997 $2.00 $ .80
1998 $2.19 $ .90
1999 $2.39 $1.00
o Equity has grown at a 9.67% compound annual rate over the last five years
producing a strong average equity to assets ratio of 9.18% during this period.
o One Valley's consistent profitability has benefited its owners as dividends
per share have grown at a 10.76% compound annual rate for the five-year period
ending December 31, 1999.
Other highlights during 1999 were as follows:
o US Banker magazine ranked One Valley as the 10th best performing bank of the
100 largest banks in the nation based upon a composite of profitability, asset
quality, operating efficiency and capital adequacy. One Valley's tenth place
national ranking is in sharp contrast to its asset size, which ranks 73rd in
the country. This was the fourth consecutive year that One Valley has been
ranked in the top 15. During the same four-year period our assets grew by 54
percent.
o For the third year in a row, One Valley was named to Keefe Bruyette and
Woods' "1999 Honor Roll" of banks that have continually reported increases in
earnings per share over the last decade. Of the 134 banking companies
currently in KBW's active research universe, only 10 have posted a 10-year
record that merits selection to the Honor Roll.
o Thanks to more than two years of deliberate, thoughtful planning on the part
of a great many One Valley employees, all of our banks made it smoothly
through the millennium weekend with virtually no Y2K problems.
o One Valley's trust revenue increased 19.6% in 1999, while service charges on
deposit accounts increased by 8.1%. Increased revenue from investment
brokerage and insurance products and services also contributed to this growth.
[List of Employee Names]
4
<PAGE> 6
[List of Employee Names]
- -------------------
ONE VALLEY'S
STRONG TRADITION OF
SOUND ASSET
QUALITY CONTINUED
IN 1999.
- -------------------
o On January 7, 2000, One Valley acquired Carson Insurance Agency,
headquartered in Charleston, West Virginia and recognized as one of the
leading agencies in the United States. Founded in 1910, Carson is a full-
service insurance agency with gross revenues totaling $5.4 million in fiscal
1999 and was the largest privately owned insurance agency in West Virginia.
Late in 1999, Congress passed and President Clinton signed the most
significant federal legislation affecting banking and financial services since
the Depression. The Financial Services Modernization Act removes barriers to the
common ownership of different types of financial service providers. Under this
new law, financial holding companies can own insurance, securities and banking
firms. Customers' needs can be satisfied more readily with expanded product
offerings. Many archaic and cumbersome restrictions on banks' expansion into a
broader range of financial products have been eased or eliminated. Competition
will likely increase as new delivery channels become available. The Carson
Insurance Agency affiliation with One Valley is an example of financial services
companies joining together to offer a broader array of products to their
customers.
Internally, the Y2K effort put forth by a wide range of One Valley
employees has further enhanced communication, collaboration and coordination
among all of our staff. Y2K was the largest, longest and most laborious project
ever undertaken by our company. The thoroughness, perseverance and
professionalism displayed by our dedicated employees exemplify our vision of
working together to exceed our customers' expectations.
[List of Employee Names]
5
<PAGE> 7
[List of Employee Names]
TEN-YEAR TOTAL RETURN TO SHAREHOLDERS(*)
Cumulative
Date Value
- -------------------------
12/31/89 1,000.00
1/15/90 989.37
4/16/90 978.00
7/16/90 955.91
10/15/90 886.90
1/15/91 899.67
4/15/91 1,201.00
7/15/91 1,360.16
10/15/91 1,569.94
1/15/92 1,806.30
4/15/92 1,845.17
7/15/92 2,143.40
10/15/92 2,159.34
1/15/93 2,825.10
4/15/93 2,716.71
7/15/93 2,781.73
10/15/93 2,755.54
1/14/94 2,682.06
3/31/94 2,418.13
6/30/94 2,678.62
9/30/94 2,829.44
1/3/95 2,823.36
4/13/95 2,884.73
7/14/95 3,070.44
10/13/95 3,446.89
1/15/96 3,184.72
4/15/96 3,167.72
7/15/96 3,515.34
10/15/96 4,223.56
1/15/97 4,677.11
4/15/97 5,002.87
7/15/97 5,683.49
10/15/97 6,064.73
1/15/98 6,172.50
4/15/98 6,730.74
7/15/98 6,114.04
10/15/98 4,906.46
1/15/99 5,587.40
4/15/99 6,552.73
7/15/99 6,691.57
10/15/99 6,160.16
12/31/99 5,370.96
In accordance with the One Valley Board policy, two directors meet the
mandatory retirement age and will become Honorary Directors in 2000. The service
of these two gentlemen has been invaluable to our company and their experience
and business acumen will be truly missed in the coming years.
Lacy I. Rice, Jr. has served as Vice Chairman of One Valley since the
1994 affiliation of Mountaineer Bankshares. Lacy and his family have served the
economic and banking interests of Martinsburg and the eastern panhandle of West
Virginia with distinction for many years and his leadership will be missed.
Thomas D. Wilkerson has served on One Valley's Board and its predecessor
Kanawha Valley Bank since 1973. As the long time General Agent of Northwestern
Mutual Life Insurance Company in Charleston, Tom brought invaluable insight to
the Board and the many committees he served on over the years. His advice and
counsel are irreplaceable.
On February 7, 2000, One Valley Bancorp, Inc. and BB&T Corporation
announced an agreement that will combine two of the country's highest performing
bank holding companies. This transaction, which the parties anticipate
completing in the third quarter of 2000, has an exchange ratio fixed at 1.28
BB&T shares for each One Valley share. Expected to be accounted for utilizing
the pooling-of-interests method, the transaction is subject to, among other
things, approval by regulatory authorities and the shareholders of One Valley.
The cultural compatibility of One Valley and BB&T is best exemplified in
the similarity of their mission statements. The mission statement of each
company is based upon constituencies of customers,
[List of Employee Names]
6
<PAGE> 8
[List of Employee Names]
employees, owners and the communities they serve. This common focus on these
constituencies has contributed to the success of both companies; and, I believe
will continue to be the foundation for future success of the combined companies.
If the regulators and shareholders of One Valley approve the proposed
merger with BB&T, this will be the final Annual Report to One Valley
Shareholders. This 1999 Annual Report is dedicated to the thousands of employees
of One Valley Bancorp and its subsidiaries that have made One Valley what it is
today. More specifically, it is dedicated to the over 2,300 current employees of
One Valley who, operating in One Valley's value-based environment, have been
responsible for the recent growth and success of One Valley. It is through the
excellence of our employees that our customers, owners and the communities we
serve have benefited, and for that we are grateful.
Respectfully submitted,
/s/ J. HOLMES MORRISON
- ----------------------
J. Holmes Morrison
Chairman of the Board,
President and CEO
[Photo of J. Holmes Morrison]
[List of Employee Names]
7
<PAGE> 9
- ---------------
MANAGEMENT'S
DISCUSSION
AND ANALYSIS
OF FINANCIAL
CONDITION
AND RESULTS
OF OPERATIONS
- ---------------
FORWARD-LOOKING STATEMENTS
The following discussion contains statements that refer to future
expectations, contain projections of the results of operations or of financial
condition, or state other information that is "forward-looking."
"Forward-looking" statements are easily identified by the use of words such as
"could," "anticipate," "estimate," "believe," and similar words that refer to a
future outlook. There is always a degree of uncertainty associated with
"forward-looking" statements. One Valley management believes that the
expectations reflected in such statements are based upon reasonable assumptions
and on the facts and circumstances existing at the time of these disclosures.
Actual results could differ significantly from those anticipated.
Many factors could cause One Valley's actual results to differ materially
from the results contemplated by the forward-looking statements. Some factors,
which could negatively affect the results, include:
(1) general economic conditions, either nationally or within One Valley's
markets, could be less favorable than expected;
(2) changes in market interest rates could affect interest margins and
profitability;
(3) competitive pressures could be greater than anticipated;
(4) legal or accounting changes could affect One Valley's results;
(5) acquisition cost savings may not be realized or the anticipated income
may not be achieved; and
(6) adverse changes could occur in the securities and investments markets.
In Management's Discussion and Analysis we review and explain the general
financial condition and the results of operations for One Valley Bancorp, Inc.
and its subsidiaries. The discussion is designed to assist you in understanding
the significant changes in One Valley's financial condition and results of
operations. Generally accepted accounting principles have been used to prepare
the accompanying consolidated financial statements. Included is an independent
audit report from Ernst & Young LLP, who were engaged to audit the consolidated
financial statements.
INTRODUCTION
One Valley Bancorp, Inc. is a multi-bank holding company headquartered in
Charleston, West Virginia. It operates nine bank subsidiaries ranging in size
from $220 million to $2.3 billion in assets. Through these banks, One Valley
serves 81 communities with a full range of banking services in 123 locations
conveniently located throughout West Virginia and Virginia. At December 31,
1999, One Valley had $6.6 billion in total assets, $4.4 billion in total loans,
and $4.6 billion in total deposits.
RECENT DEVELOPMENTS
On February 6, 2000, One Valley and BB&T Corporation executed an Agreement
and Plan of Reorganization providing for the merger of BB&T and One Valley, with
BB&T surviving the merger and thereby acquiring One Valley's bank and non-bank
subsidiaries. One Valley shareholders will receive 1.28 shares of BB&T stock in
exchange for each share of One Valley. Expected to be accounted for under the
pooling-of-interests method of accounting, the transaction is subject to, among
other things, approval by regulatory authorities and the shareholders of One
Valley. The parties presently contemplate closing the acquisition early in the
third quarter of 2000.
In December 1999, One Valley Bancorp entered into a definitive agreement to
acquire Carson Insurance Agency, Inc. On January 7, 2000, the transaction closed
and Carson Insurance Agency, Inc. become a wholly owned subsidiary of One Valley
Bank, N.A., the Charleston based affiliate of One Valley. Carson is a
full-service insurance agency founded in 1910 with annual revenues of
approximately $5.3 million. The acquisition includes Carson's two subsidiary
agencies, Patterson, Bell & Crane Company in Charleston, West Virginia and
Nicholas County Insurance Agency in Summersville, West Virginia. The acquisition
provides individual and business customers of both Carson and One Valley access
to a greater range of financial service solutions.
8
<PAGE> 10
SUMMARY FINANCIAL RESULTS
One Valley earned $80.8 million in 1999, a 10.7% increase over the $73.0
million earned in 1998. This follows a 14.5% increase in 1998 over the $63.8
million earned in 1997. Table 1, Summary Statement of Net Income, presents three
years of comparative income and expense information. As shown in Table 1, the
increase in net income is primarily due to increased net interest income and
non-interest income, which more than offsets the increase in operating costs.
The February 1998 purchase of fifteen branches from Wachovia Corporation and the
August 1998 acquisition of Summit Bankshares, Inc. (Summit) are included only
from the dates of acquisition.
Diluted earnings per share were $2.37 in 1999, an increase of 10.2% over the
$2.15 earned in 1998, which compares with the 10.3% increase over the $1.95
earned in 1997. As shown in Table 2, Six-Year Selected Financial Summary, the
average annual growth rate in diluted earnings per share over the past six years
(compound growth rate) has been 9.2%.
Table 2, Six-Year Selected Financial Summary, reflects summary financial
data for the past six years, 1994 through 1999, along with a five-year compound
growth rate. This table depicts the expansion of One Valley due to its growth in
banking operations and its acquisition activity. Noteworthy are the growth rates
in equity, net loans, non-interest income, net income and cash dividends. A key
strength of One Valley is our solid capital base as exemplified by the strong
average equity-to-average assets ratio for the past six years as shown in Table
2. This is a result of record earnings performances and a sound acquisition
strategy.
Table 3 compares two basic measures of earnings performance, ROA and ROE,
over the previous five years. Return on Average Assets (ROA) measures how
effectively One Valley utilizes its assets to produce net income. One Valley's
1999 ROA of 1.30% was up slightly from the 1.29% ROA reported in both 1998 and
1997. As illustrated in Table 3, One Valley's ROA has changed little over the
past five years, although the income components of ROA have changed.
NET INCOME
Net
Year Income
----------------------
1994 50.914
1995 55.580
1996 58.618
1997 63.800
1998 73.045
1999 80.824
Summary Statement of Net Income Table 1
<TABLE>
<CAPTION>
(Dollars in thousands)
INCREASE (DECREASE) FROM PRIOR YEAR
1999 1998 1997 1999 1998
-------- -------- -------- ---------------------- ---------------------
AMOUNT PERCENT AMOUNT PERCENT
-------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income (*) ............. $445,353 $420,019 $376,760 $ 25,334 6.03% $43,259 11.48%
Interest expense ................ 210,130 199,295 176,910 10,835 5.44 22,385 12.65
-------- -------- -------- -------- ------ ------- -----
Net interest income ............. 235,223 220,724 199,850 14,499 6.57 20,874 10.44
Other operating income .......... 68,078 59,108 47,836 8,970 15.18 11,272 23.56
Gross securities transactions ... 100 1,125 1,018 (1,025) (91.11) 107 10.51
-------- -------- -------- -------- ------ ------- -----
Total operating income .......... 303,401 280,957 248,704 22,444 7.99 32,253 12.97
Provision for loan losses ....... 9,120 10,063 7,531 (943) (9.37) 2,532 33.62
Other operating expenses ........ 174,048 161,944 144,319 12,104 7.47 17,625 12.21
-------- -------- -------- -------- ------ ------- -----
Income before income taxes ...... 120,233 108,950 96,854 11,283 10.36 12,096 12.49
Income taxes .................... 39,409 35,905 33,054 3,504 9.76 2,851 8.63
-------- -------- -------- -------- ------ ------- -----
Net income ...................... $ 80,824 $ 73,045 $ 63,800 $ 7,779 10.65 $ 9,245 14.49
======== ======== ======== ======== ====== ======= =====
(*) Fully tax-equivalent interest
income using the rate of 35% .... $454,395 $428,151 $384,833 $ 26,244 6.13% $43,318 11.26%
</TABLE>
9
<PAGE> 11
One Valley's net credit income (net interest income less the provision for
loan losses) as a percentage of average earning assets has declined over the
past four years. This decline is due to two factors. First, a low interest rate
environment tends to decrease the yield on earning assets (assets such as loans
and investment securities on which One Valley earns interest or dividend
income). Secondly, the increase in the competition for funds tends to prevent
the cost of funding earning assets from declining as quickly as asset yields.
One Valley however, has been able to offset the decline in net credit income by
increasing non-interest income and reducing operating costs (as a percentage of
average earning assets).
Non-interest expense as a percentage of average earning assets has declined
on a year-to-year basis from 1995 through 1999. This consistency is the result
of increased operational efficiency and an annual increase in average earning
assets. During 1997 and 1998, non-interest income as a percent of average
earning assets increased rather significantly as a result of fee increases and
fee income from new products and services. As a result, One Valley's net
overhead ratio (the amount that operating expenses
Six-Year Selected Financial Summary Table 2
<TABLE>
<CAPTION>
(Dollars in thousands)
5-Year
Compound
Growth
1999 1998 1997 1996 1995 1994 Rate
---------- ---------- ---------- ----------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest income ............. $ 445,353 $ 420,019 $ 376,760 $ 353,146 $ 320,055 $ 280,763 9.67%
Interest expense ............ 210,130 199,295 176,910 160,467 140,292 109,680 13.89
Net interest income ......... 235,223 220,724 199,850 192,679 179,763 171,083 6.57
Provision for loan losses ... 9,120 10,063 7,531 5,264 5,887 5,388 11.10
Non-interest income ......... 68,078 59,108 47,836 42,275 38,484 38,323 12.18
Gross securities transactions 100 1,125 1,018 (162) 144 (849)
Non-interest expense ........ 174,048 161,944 144,319 140,984 128,675 127,652 6.40
Net income .................. 80,824 73,045 63,800 58,618 55,580 50,914 9.68
PER SHARE DATA
Net income:
Basic ..................... $ 2.39 $ 2.19 $ 2.00 $ 1.80 $ 1.69 $ 1.54 9.19%
Diluted ................... 2.37 2.15 1.95 1.76 1.67 1.53 9.15
Cash dividends .............. 1.00 0.90 0.80 0.74 0.66 0.60 10.76
Book value .................. 16.72 17.14 15.75 14.82 15.32 13.81 3.90
SELECTED PERIOD-END BALANCES
Net loans ................... $4,337,470 $3,938,849 $3,257,488 $ 3,090,442 $2,763,643 $ 2,604,051 10.74%
Total assets ................ 6,583,061 5,963,580 5,161,486 4,801,113 4,355,586 4,113,844 9.86
Deposits .................... 4,573,435 4,552,888 3,934,174 3,804,369 3,426,311 3,263,735 6.98
Long-term borrowings ........ 541,824 35,480 48,875 32,892 22,661 28,700 79.97
Equity ...................... 558,729 595,533 503,650 483,058 454,361 412,726 6.24
SELECTED AVERAGE BALANCES
Net loans ................... $4,132,173 $3,641,069 $3,135,152 $ 2,958,161 $2,674,893 $ 2,462,509 10.91%
Investment securities ....... 1,657,681 1,163,607 1,467,907 1,345,501 1,174,001 1,164,445 7.32
Total assets ................ 6,218,008 5,648,166 4,945,505 4,625,907 4,168,873 3,942,948 9.54
Deposits .................... 4,556,568 4,283,567 3,846,583 3,656,587 3,361,721 3,272,721 6.84
Long-term borrowings ........ 306,636 42,814 52,315 21,951 19,026 22,931 67.97
Equity ...................... 571,026 558,289 487,598 471,443 438,814 359,966 9.67
SELECTED RATIOS
Average equity to assets .... 9.18% 9.88% 9.86% 10.19% 10.53% 9.13%
Return on average assets .... 1.30 1.29 1.29 1.27 1.33 1.29
Return on average equity .... 14.15 13.08 13.08 12.43 12.67 14.14
Dividend payout ratio ....... 41.84 41.10 40.00 41.11 39.05 38.96
</TABLE>
10
<PAGE> 12
exceed other operating income as a percentage of average earning assets) has
steadily declined to 1.82% in 1999, an improvement from 1.95% in 1998, and 2.08%
in 1997. This positive trend in the net overhead ratio has offset the decline in
net credit income.
Return on average equity (ROE), another measure of earnings performance,
indicates the amount of net income earned in relation to the total equity
capital invested. One Valley's 1999 ROE was 14.15%, up significantly from the
13.08% ROE in 1998 and 1997, primarily due to One Valley's strong earnings
performance and the purchase of $59 million in treasury stock during the first
half of 1999.
ACQUISITION ACTIVITY
Although no acquisitions occurred in 1999, One Valley's strategy in 1998
was to provide additional market diversification by targeting growth areas in
Virginia for expansion. This led to three acquisitions during that year.
At the close of business on February 19, 1998, One Valley purchased fifteen
branches from Wachovia Corporation, half of which were located in and around
Charlottesville, Virginia. The acquisition of these branches expanded One
Valley's presence into central and north-central Virginia. At the date of
purchase, these fifteen branches had total loans of $125 million, total deposits
of $283 million and cash equivalents of $112 million. One Valley's consolidated
results for 1998 include the operations of the fifteen branches only from the
date of purchase. Comparisons of average balances and income statement
categories are all affected by the branch purchase.
At the close of business on March 30, 1998, One Valley merged with FFVA
Financial Corporation (FFVA), a $604 million federal savings bank holding
company headquartered in Lynchburg, Virginia. The acquisition of FFVA expanded
One Valley's presence in Lynchburg and south-central Virginia, a growing market
for financial services. At the date of the acquisition, FFVA had total loans of
$319 million, investment securities of $211 million, and total deposits of $418
million. The combination was accounted for as a "pooling-of-interests." The
"pooling-of-interests" method of accounting presents financial information as
if the operations of One Valley and FFVA had always been combined.
At the close of business on August 7, 1998, One Valley acquired Summit
Bankshares, Inc., a $199 million bank holding company located in the Lexington,
Virginia market with $149 million in loans and $181 million in deposits. One
Valley's consolidated results for 1998 include the operations of Summit,
operating now as One Valley Bank - Shenandoah, only from the date of
acquisition.
RETURN ON AVERAGE ASSETS
Return on
Assets
---------
1994 1.29%
1995 1.33%
1996 1.27%
1997 1.29%
1998 1.29%
1999 1.30%
RETURN ON AVERAGE EQUITY
Return on
Equity
---------
1994 14.14%
1995 12.67%
1996 12.43%
1997 13.08%
1998 13.08%
1999 14.15%
Analysis of Return on Assets and Equity Table 3
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
AS A PERCENT OF AVERAGE EARNING ASSETS:
Fully taxable-equivalent net
interest income (*) ............... 4.20% 4.33% 4.48% 4.63% 4.80%
Provision for loan losses ........... (0.16) (0.19) (0.16) (0.12) (0.15)
----- ----- ----- ----- -----
Net credit income ................. 4.04 4.14 4.32 4.51 4.65
Non-interest income ................. 1.17 1.14 1.05 0.97 0.99
Non-interest expense ................ (2.99) (3.06) (3.11) (3.25) (3.31)
Tax equivalent adjustment ........... (0.15) (0.15) (0.17) (0.17) (0.18)
Applicable income taxes ............. (0.68) (0.69) (0.71) (0.70) (0.73)
----- ----- ----- ----- -----
RETURN ON AVERAGE EARNING ASSETS ...... 1.39 1.38 1.38 1.36 1.42
Multiplied by average earning assets
to average total assets ........... 93.61 93.56 93.81 93.49 93.25
----- ----- ----- ----- -----
RETURN ON AVERAGE ASSETS .............. 1.30% 1.29% 1.29% 1.27% 1.33%
Multiplied by average assets
to average equity ................. 10.89X 10.12X 10.14X 9.81X 9.51X
----- ----- ----- ----- -----
RETURN ON AVERAGE EQUITY .............. 14.15% 13.08% 13.08% 12.43% 12.67%
===== ===== ===== ===== =====
</TABLE>
(*)Fully tax-equivalent using the rate of 35%.
11
<PAGE> 13
BALANCE SHEET ANALYSIS
Summary
Revenue for a financial institution is primarily generated by its earning
assets, those assets which earn interest or dividend income. Its major expenses
are produced by the funding of these assets with interest-bearing liabilities.
Effective management of these sources and uses of funds is essential to
maximizing profits while maintaining a minimum amount of interest rate and
credit risk. Information on rate-related sources and uses of funds for years
1997, 1998 and 1999 is provided in Table 4, Average Balance Sheet/Net Interest
Income Analysis.
In 1999 average earning assets, primarily loans, grew by 10.1% or $536.4
million over 1998, following a 13.9% or $645.1 million increase in 1998 over
1997. Average interest-bearing liabilities, the major source of funds supporting
earning assets, increased 11.3% or $510.6 million over 1998. This was due to a
6.4% increase in average deposits with the remainder from short- and long-term
borrowings. The 1999 increase follows a $530.9 million or 13.3% increase in 1998
over 1997. Approximately 45% of the asset increase and 75% of the liability
increase in 1998 was due to the purchase of the Wachovia branches and the
acquisition of Summit.
Average Balance Sheet/Net Interest Income Analysis Table 4
<TABLE>
<CAPTION>
(Dollars in thousands)
1999 1998 1997
YIELD/ YIELD/ YIELD/
AVERAGE RATE AVERAGE RATE AVERAGE RATE
BALANCE INTEREST (1) (1) BALANCE INTEREST (1) (1) BALANCE INTEREST (1) (1)
---------- ------------ ------ ---------- ------------ ------ ---------- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Loans(2)
Taxable ...................... $4,129,529 $340,635 8.25% $3,648,141 $315,172 8.64% $3,134,255 $276,520 8.82%
Tax-exempt ................... 56,481 5,269 9.33 42,563 4,162 9.78 46,208 4,600 9.95
---------- -------- ---- ---------- -------- ---- ---------- -------- ----
Total loans ................ 4,186,010 345,904 8.26 3,690,704 319,334 8.65 3,180,463 281,120 8.84
Less: Allowance for losses ... 53,837 49,635 45,311
---------- ---------- ----------
Total loans-net ............ 4,132,173 8.37 3,641,069 8.77 3,135,152 8.97
Investment securities
Taxable ...................... 1,399,457 86,408 6.17 1,374,913 88,136 6.41 1,241,684 83,458 6.72
Tax-exempt ................... 258,224 20,565 7.96 238,694 19,071 7.99 226,223 18,466 8.16
---------- -------- ---- ---------- -------- ---- ---------- -------- ----
Total securities ........... 1,657,681 106,973 6.45 1,613,607 107,207 6.64 1,467,907 101,924 6.94
Federal funds sold & other ..... 31,078 1,518 4.88 29,889 1,610 5.39 36,401 1,789 4.91
---------- -------- ---- ---------- -------- ---- ---------- -------- ----
Total earning assets ....... 5,820,932 454,395 7.81 5,284,565 428,151 8.10 4,639,460 384,833 8.29
Other assets ................... 397,076 363,601 306,045
---------- ---------- ----------
Total assets ............... $6,218,008 $5,648,166 $4,945,505
========== ========== ==========
LIABILITIES AND EQUITY
Interest bearing liabilities:
Interest bearing demand
deposits ................... $ 594,178 8,094 1.36 $ 580,052 9,773 1.68 $ 561,331 10,894 1.94
Savings deposits ............. 1,266,094 42,992 3.40 1,003,638 34,511 3.44 746,879 23,164 3.10
Time deposits ................ 2,140,108 108,143 5.05 2,188,967 116,593 5.33 2,128,170 113,968 5.36
---------- -------- ---- ---------- -------- ---- ---------- -------- ----
Total interest bearing
deposits ................. 4,000,380 159,229 3.98 3,772,657 160,877 4.26 3,436,380 148,026 4.31
Short-term borrowings ........ 733,180 34,357 4.69 714,088 35,841 5.02 510,014 25,466 4.99
Long-term borrowings ......... 306,636 16,544 5.40 42,814 2,577 6.02 52,315 3,418 6.53
---------- -------- ---- ---------- -------- ---- ---------- -------- ----
Total interest bearing
liabilities .............. 5,040,196 210,130 4.17 4,529,559 199,295 4.40 3,998,709 176,910 4.42
Demand deposits ................ 556,188 510,910 410,203
Other liabilities .............. 50,598 49,408 48,995
Shareholders' equity ........... 571,026 558,289 487,598
---------- ---------- ----------
Total liabilities and equity $6,218,008 $5,648,166 $4,945,505
========== ========== ==========
Net interest earnings .......... $244,265 $228,856 $207,923
======== ======== ========
Net yield on earning assets .... 4.20% 4.33% 4.48%
==== ==== ====
</TABLE>
(1) Fully tax-equivalent using the rate of 35%.
(2) Non-accrual loans are included in average balances.
12
<PAGE> 14
Additional information on each of the components of earning assets and
interest-bearing liabilities is contained in the following sections of this
report.
Loan Portfolio
One Valley's loan portfolio, the largest and most profitable component of
its average earning assets, totaled 71.0% of average earning assets during 1999.
Growth in the loan portfolio continued with an increase in average net loans of
$491.1 million or 13.5% in 1999. The increase in 1999 average loans was fueled
by balanced growth in commercial, consumer, and mortgage lending. The 1999
increase follows a 16.1% or $505.9 million increase in 1998. As a result of
these increases in loan activity, One Valley's loan-to-deposit ratio maintained
its upward trend in 1999, ending the year at 94.8%. This ratio compares to 86.5%
at December 31, 1998 and 82.8% at December 31, 1997. Internal growth, as well as
One Valley's carefully planned acquisition activity, has resulted in the
increase in the loan portfolio.
Total loans at December 31, 1999, increased by $400.5 million or 10.0% over
the December 31, 1998 total. This increase compares to a $688.6 million or 20.9%
increase in 1998 over total loans at December 31, 1997. The 1999 increase in
loans was the result of loan volume generated internally, not by acquisition.
All of One Valley's major loan classifications experienced growth in 1999, while
commercial lending showed the greatest percentage increase compared to last
year.
Table 5, Loan Summary, presents a five-year comparison of loans by type.
With the exception of those categories included in the comparison, there are no
loan concentrations that exceed 10% of total loans. Additionally, One Valley's
loan portfolio contains no loans to foreign borrowers nor does it have a
significant volume of highly leveraged transaction lending. Over the past four
years, total loans have increased $1.58 billion, a result of acquisitions and
internal growth. While loan growth has been substantial, One Valley imposes
underwriting and credit standards that are designed to maintain a quality loan
portfolio.
Loans secured by real estate, about 72% of One Valley's loan portfolio at
December 31, 1999, consist of a diverse mix of predominantly single family
residential loans and loans for commercial purposes where real estate is
collateral, but not viewed as the primary source of repayment. About 75% of
these loans are secured by property located within West Virginia where real
estate values have remained relatively stable. Most of the remaining 25% are
secured by property located in central Virginia where real estate values have
been increasing and are more volatile. Total residential real estate loans
increased by $145.7 million or 7.9% since year-end 1998. In addition, during
1999, $80 million of mortgage loans were securitized with a government agency
and retained in One Valley's investment portfolio.
Commercial real estate loans increased by $91.6 million or 14.8% in 1999,
following a $141.9 million or 29.8% increase in 1998 from year-end 1997.
Commercial real estate loans have historically averaged about one-sixth of the
total loan portfolio. This low concentration of such loans has limited One
Valley's exposure to swings in commercial real estate values and the potential
for related credit losses. Loans for commercial purposes not secured by real
estate increased in 1999 by $105.5 million or 22.5%.
One Valley also originates residential real estate loans to be sold in the
secondary market. In 1999, $97.1 million in loans were originated to be sold in
the secondary market. This figure compares to $261.2 million of new loans
originated for sale in the secondary market in 1998 and $111.8 million in 1997.
This activity generates considerable processing and servicing fee income for One
Valley, as discussed further in the "Income Statement Analysis" section of this
report. The number of loans originated for sale will increase if mortgage
interest rates decline and, conversely, will decrease if mortgage interest rates
rise. Due to a lower interest rate environment in 1998, a higher volume of
mortgages were originated as compared to 1999 and 1997.
In addition to the loans reported in Table 5, One Valley also offers certain
off-balance sheet products such as letters of credit, revolving credit
agreements, and other loan commitments. These products are offered under the
same credit standards as the loan portfolio and are
TOTAL LOANS
1994 1995 1996 1997 1998 1999
---------------------------------------------------
Commercial, Financial & Oth 448 405 418 457 565 683
Commercial Real Estate 392 458 523 552 722 817
Residential Real Estate 1,263 1,366 1,623 1,720 2,078 2,233
Consumer 544 581 572 573 626 659
2,648 2,810 3,135 3,303 3,991 4,392
-------------
TOTAL LOANS
INCREASED
BY $401
MILLION IN
1999
-------------
13
<PAGE> 15
Loan Summary Table 5
<TABLE>
<CAPTION>
(Dollars in thousands)
AS OF DECEMBER 31
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
SUMMARY OF LOANS BY TYPE
Commercial, financial,
agricultural, and other loans ........... $ 573,844 $ 468,307 $ 396,503 $ 351,409 $ 348,761
Real estate:
Construction loans ...................... 108,813 97,175 60,975 66,369 56,420
Revolving home equity ................... 235,641 226,216 192,252 152,006 128,754
Single family residentials .............. 1,997,177 1,851,470 1,527,621 1,471,434 1,237,416
Apartment buildings and complexes ....... 106,854 103,349 75,314 70,990 60,191
Commercial .............................. 710,514 618,958 477,025 451,756 397,821
Consumer installment loans ................ 658,783 625,646 572,846 571,533 580,616
---------- ---------- ---------- ---------- ----------
Subtotal ................................ 4,391,626 3,991,121 3,302,536 3,135,497 2,809,979
Less: Allowance for loan losses ........... 54,156 52,272 45,048 45,055 42,751
---------- ---------- ---------- ---------- ----------
Net loans ............................... $4,337,470 $3,938,849 $3,257,488 $3,090,442 $2,767,228
========== ========== ========== ========== ==========
PERCENT OF LOANS BY CATEGORY
Commercial, financial,
agricultural, and other ................. 13.07% 11.73% 12.01% 11.21% 12.41%
Real estate:
Construction loans ...................... 2.48 2.43 1.85 2.13 2.01
Revolving home equity ................... 5.36 5.67 5.82 4.85 4.58
Single family residentials .............. 45.48 46.39 46.26 46.91 44.04
Apartment buildings and complexes ....... 2.43 2.59 2.28 2.26 2.14
Commercial .............................. 16.18 15.51 14.44 14.41 14.16
Consumer installment loans ................ 15.00 15.68 17.34 18.23 20.66
---------- ---------- ---------- ---------- ----------
Total ................................... 100.00% 100.00% 100.00% 100.00% 100.00%
========== ========== ========== ========== ==========
NON-PERFORMING ASSETS
Non-accrual loans ......................... $ 10,259 $ 8,477 $ 8,052 $ 10,288 $ 9,627
Other real estate owned ................... 1,381 1,089 1,808 1,945 1,565
Restructured loans ........................ 0 0 0 0 0
---------- ---------- ---------- ---------- ----------
Total non-performing assets ............. $ 11,640 $ 9,566 $ 9,860 $ 12,233 $ 11,192
========== ========== ========== ========== ==========
Non-performing assets as a % of total loans 0.27% 0.24% 0.30% 0.39% 0.40%
LOANS PAST DUE OVER 90 DAYS ................. $ 4,959 $ 7,467 $ 6,275 $ 4,959 $ 8,180
As a % of total loans ..................... 0.11% 0.19% 0.19% 0.16% 0.29%
ALLOCATION OF LOAN LOSS RESERVE BY LOAN TYPE
Commercial, financial,
agricultural, and other loans ........... $ 21,966 $ 20,150 $ 18,780 $ 18,585 $ 17,016
Real estate construction loans ............ 510 455 344 367 318
Real estate loans - other ................. 11,876 12,158 9,216 9,753 9,809
Consumer installment loans ................ 19,804 19,509 16,708 16,350 15,608
---------- ---------- ---------- ---------- ----------
Total ................................... $ 54,156 $ 52,272 $ 45,048 $ 45,055 $ 42,751
========== ========== ========== ========== ==========
</TABLE>
14
<PAGE> 16
included in the risk-based capital ratios used by the Federal Reserve to
evaluate capital adequacy. Additional information on off-balance sheet
commitments is contained in Note S to the consolidated financial statements.
Reported in Table 5 is a five-year comparison of the level of non-
performing assets and loans contractually past due over 90 days. Total non-
performing assets, which consist of past-due loans on which interest is not
being accrued, foreclosed properties in the process of liquidation, and loans
with restructured terms to enable a delinquent borrower to repay, were $11.6
million or 0.27% of total loans at year-end 1999. This compares to $9.6 million
or 0.24% of total loans at year-end 1998. While levels of non-performing assets
can be affected by borrowers experiencing difficulty resulting from fluctuations
in the economy, One Valley diligently works to keep its level of non-performing
assets at a relatively low level, as demonstrated in Table 5. The amount of
loans contractually past due for over 90 days, but which continue to accrue
interest, decreased in 1999 to $5.0 million as compared with $7.5 million in
1998. At year-end, these loans constituted 0.11% of total loans, down from 0.19%
at year-end 1998 and 1997.
One Valley's commitment to a quality loan portfolio is evidenced by the
consistently favorable ratio of problem loans to total loans even while the size
of the loan portfolio has increased significantly over the last five years. The
increase in both the size and the credit quality of the loan portfolio has
enabled One Valley to increase its interest income from loans by $26.6 million
or 8.3% in 1999 and $38.2 million or 13.6% in 1998.
It is One Valley's policy to place loans that are past due for over 90 days
on non-accrual status, unless the loans are adequately secured and in the
process of collection. Upon repossession of a real estate loan, the balance of
the loan is transferred to "Other Real Estate Owned" (OREO). The value is
recorded at the lower of the outstanding loan balance or the fair market value
of the property, less costs to sell the property, based on current appraisals
and other market information. If a writedown of the OREO property is necessary
at the time of foreclosure, the amount of the reduction is charged against the
allowance for loan losses. A quarterly review of the recorded property value is
performed in conjunction with a continuous internal risk review process. If
market conditions indicate that the recorded value exceeds the fair market value
less costs to dispose, additional writedowns of the property value are charged
directly to operations.
One Valley had no commitments to provide additional funds on non-accrual
loans at December 1999. During 1999, One Valley recognized less than $0.4
million of interest on non-accrual loans, while approximately $0.8 million would
have been recognized on these loans if they had been current throughout 1999 in
accordance with their original terms. Similarly, during 1998, less than $0.2
million was recognized on non-accrual loans, while approximately $0.8 million
would have been recognized in accordance with their original terms.
A loan is categorized and reported as impaired when it is probable that the
borrower will be unable to pay the principal and interest amounts according to
the contractual terms of the loan agreement. In determining whether a loan is
impaired, One Valley's management considers such factors as payment history,
recent economic events, current and probable financial condition and other
available information. Typically, this type of individual loan analysis occurs
with large commercial loans. Impaired loans are measured at the present value of
expected future cash flows discounted at the loan's original effective interest
rate or, as a practical measure, at the loan's observable market price or
realizable value of the collateral if the loan is collateral dependent.
Additional information on impaired loans is contained in Note I to the
consolidated financial statements.
The allowance for loan losses is maintained to absorb losses inherent in the
loan portfolio as of December 31, 1999. Factors considered in determining the
adequacy of the allowance include an individual assessment of risk on large
commercial credits, historical charge-off experience, levels of non-performing
and impaired loans, and an evaluation of current economic conditions.
Commercial, consumer, and mortgage
PROVISION FOR LOAN LOSSES
AND NET CHARGE-OFFS
Net
Charge-Offs Provision
------------------------
1994 0.16% 0.22%
1995 0.14% 0.22%
1996 0.17% 0.18%
1997 0.24% 0.24%
1998 0.18% 0.27%
1999 0.17% 0.22%
NON-PERFORMING ASSETS &
LOAN 90 DAYS PAST DUE
Non- Loans 90
Performing Days
Assets Past Due
------------------------
1994 0.50% 0.24%
1995 0.40% 0.29%
1996 0.39% 0.16%
1997 0.30% 0.19%
1998 0.24% 0.19%
1999 0.27% 0.11%
15
<PAGE> 17
loan portfolios are separated for purposes of analysis in determining the
adequacy of the allowance for loan losses. Specific loss estimates are derived
for individual credits where applicable, while estimated loss factors are
applied to pools of similar loans, within each category. Changes in loan
concentrations and quality are monitored and could result in adjustments to the
allowance during the period of review. The general allowance on graded loans,
those loans rated according to associated risk, is determined through a
combination of historical loss percentages, as well as inherent risk by grade.
Through careful monitoring of the loan portfolios by an internal risk review
process, differences between estimated and actual losses are reflected quarterly
in the analysis of loan loss category. As part of the holding company structure,
One Valley maintains credit analysis and loan review departments. One Valley
also maintains a loan administration function to continually identify and
monitor problem loans.
Management is mindful of the difficulty in being precise in any estimation
of credit losses used in analyzing loan loss adequacy. Changes in general
economic conditions, as well as specific economic factors in the individual
markets in which One Valley operates, present an inherent risk, which involves a
higher degree of uncertainty regarding the allowance. Accordingly, One Valley
has assigned
Comparative Loan Loss Information Table 6
<TABLE>
<CAPTION>
(Dollars in thousands)
FOR THE YEAR ENDED DECEMBER 31
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR LOAN LOSSES, BEGINNING OF PERIOD ...... $ 52,272 $ 45,048 $ 45,055 $ 42,751 $ 40,492
Charge-offs
Commercial, financial, and agricultural loans ..... 1,785 1,533 2,098 1,105 726
Real estate construction loans .................... 0 0 34 0 0
Real estate loans - other ......................... 813 639 888 667 588
Consumer installment loans ........................ 6,794 6,523 6,817 5,293 4,451
---------- ---------- ---------- ---------- ----------
Total charge-offs ............................... 9,392 8,695 9,837 7,065 5,765
---------- ---------- ---------- ---------- ----------
Recoveries:
Commercial, financial, and agricultural loans ..... 485 398 446 306 519
Real estate mortgage loans ........................ 88 196 399 321 232
Consumer installment loans ........................ 1,583 1,433 1,454 1,252 1,151
---------- ---------- ---------- ---------- ----------
Total recoveries ................................ 2,156 2,027 2,299 1,879 1,902
---------- ---------- ---------- ---------- ----------
Net charge-offs ..................................... 7,236 6,668 7,538 5,186 3,863
Provision for loan losses ........................... 9,120 10,063 7,531 5,264 5,887
Balance of acquired subsidiaries .................... 0 3,829 0 2,226 235
---------- ---------- ---------- ---------- ----------
ALLOWANCE FOR LOAN LOSSES, END OF PERIOD ............ $ 54,156 $ 52,272 $ 45,048 $ 45,055 $ 42,751
========== ========== ========== ========== ==========
Average total loans ................................. $4,186,010 $3,690,704 $3,180,463 $3,002,773 $2,716,839
Total loans at year-end ............................. 4,391,626 3,991,121 3,302,536 3,135,497 2,809,979
AS A PERCENT OF AVERAGE TOTAL LOANS:
Net charge-offs ................................... 0.17% 0.18% 0.24% 0.17% 0.14%
Provision for loan losses ......................... 0.22 0.27 0.24 0.18 0.22
Allowance for loan losses ......................... 1.29 1.42 1.42 1.50 1.57
AS A PERCENT OF TOTAL LOANS AT YEAR-END:
Allowance for loan losses ......................... 1.23% 1.31% 1.36% 1.44% 1.52%
AS A MULTIPLE OF NET CHARGE-OFFS:
Allowance for loan losses ......................... 7.48X 7.84X 5.98X 8.69X 11.07X
Income before tax and provision for loan losses ... 17.88 17.85 13.85 18.09 23.22
</TABLE>
16
<PAGE> 18
each major loan category a portion of the allowance to address the risk
associated with these factors.
Based on the analysis performed, it is One Valley's management's opinion
that the allowance for loan losses is adequate to absorb the current risk of
probable loss in the existing loan portfolio. A summary of the allowance for
loan losses allocated by loan type is also included in Table 5. Table 6,
Comparative Loan Loss Information, provides a detailed history of the allowance
for loan losses, illustrating charge-offs and recoveries by loan type, and the
annual provision for loan losses over the past five years. At December 31, 1999,
the allowance for loan losses was $54.2 million or 1.23% of loans outstanding
compared to the December 31, 1998 level of $52.3 million or 1.31% of total
year-end loans.
The provision for loan losses in 1999 was $9.1 million, down from the $10.1
million in 1998, and up from the $7.5 million provision in 1997. During 1999,
additional financial information on most of the commercial borrowers in the loan
portfolios of institutions acquired in 1998 was obtained and the estimated
credit losses on a significant number of loans adjusted. The increase in 1998
was to provide for the sharp growth in the loan portfolios. While One Valley
experienced considerable loan growth during 1999, 1998, and 1997, the overall
credit quality of the portfolio has remained consistent over those years, as
evidenced by the low level of non-performing assets and the low level of net
charge-offs during those years.
One Valley's net charge-offs have remained consistently low over the past
five years, a reflection of One Valley's overall asset quality for those years.
Net charge-offs are the amount of uncollectible loans charged against the
allowance for loan losses, net of any proceeds recovered on loans previously
written off. Net charge-offs in 1999 increased $0.5 million to $7.2 million from
the $6.7 million net charged off in 1998. However, net-charge offs as a
percentage of average total loans declined to 0.17% in 1999, compared to 0.18%
in 1998 and 0.24% in 1997. In all three years, these ratios compare favorably
with those of peer group banks across the country. Although the dollar amount of
net charge-offs has remained historically low, charge-offs could increase in the
coming months due to the increase in the total dollar amount of loans, or
adverse changes in economic conditions.
Investment Portfolio and Other Earning Assets
Investment securities averaged $1,657.7 million in 1999, a $44.1 million or
2.7% increase over the $1,613.6 million averaged in 1998. This increase follows
a 9.9% increase in 1998 over the $1,467.9 million averaged in 1997. The 1999
increase was due to contingency funding plans made in April 1999 to address the
possible liquidity needs associated with customers' concerns with Y2K.
Borrowings totaling $200 million were made in April and simultaneously, $200
million in securities were purchased with maturities prior to December 31,
- --------------
INVESTMENT
SECURITIES
AVERAGED
$1.7 BILLION
IN 1999
- --------------
Remaining Maturities of Loans Table 7
<TABLE>
<CAPTION>
(Dollars in thousands)
BALANCE PROJECTED MATURITIES(*)
DECEMBER 31, ONE YEAR ONE TO FIVE OVER FIVE
1999 OR LESS YEARS YEARS
------------ -------- ----------- ---------
<S> <C> <C> <C> <C>
Commercial, financial, and agricultural loans ..... $528,013 $267,148 $188,436 $ 72,429
Real estate construction loans .................... 108,813 49,274 19,721 39,818
Commercial real estate loans ...................... 817,368 126,472 322,546 368,350
Loans with:
Floating rates .................................. $687,856 $163,924 $314,977 $208,955
Predetermined rates ............................. 766,338 278,970 215,726 271,642
</TABLE>
(*)Based on scheduled or approximate repayments.
17
<PAGE> 19
Securities Maturity and Yield Analysis Table 8
<TABLE>
<CAPTION>
(Dollars in thousands)
AS OF DECEMBER 31, 1999
AVERAGE TAXABLE
AVAILABLE-FOR-SALE MARKET MATURITY EQUIVALENT
VALUE (YEARS/ MONTHS) YIELD(*)
---------- --------------- ----------
<S> <C> <C> <C>
U. S. TREASURY SECURITIES
Maturing within one year .............................. $ 17,966 5.40%
After one but within five years ....................... 65,068 5.59
After five but within ten years ....................... 20,311 7.70
----------
Total U.S. Treasury Securities ...................... 103,345 3/2 5.97
U. S. GOVERNMENT AGENCIES SECURITIES
Maturing within one year ............................. 119,515 7.09
After one but within five years ...................... 386,314 6.07
After five but within ten years ...................... 140,860 5.72
After ten years ...................................... 8,788 4.75
----------
Total U.S. Government Agencies Securities .......... 655,477 5/1 6.16
MORTGAGE-BACKED SECURITIES(**)
Maturing within one year .............................. 8,507 6.69
After one but within five years ....................... 2,668 6.99
After five but within ten years ....................... 104,215 6.54
After ten years ....................................... 254,968 6.66
----------
Total Mortgage-Backed Securities .................... 370,358 14/10 6.63
OTHER DEBT SECURITIES
Maturing within one year .............................. 61,628 6.22
After one but within five years ....................... 30,952 5.99
After five but within ten years ....................... 8,736 7.81
----------
Total Other Debt Securities ......................... 101,316 3/7 6.29
Other Securities ....................................... 58,357
----------
Total Securities Available-for-Sale .................... $1,288,853 7/5 6.01%
==========
</TABLE>
<TABLE>
<CAPTION>
AVERAGE TAXABLE
HELD-TO-MATURITY MARKET MATURITY EQUIVALENT
VALUE (YEARS/ MONTHS) YIELD(*)
---------- --------------- ----------
<S> <C> <C> <C>
STATES AND POLITICAL SUBDIVISIONS SECURITIES
Maturing within one year .............................. $ 31,507 11.00%
After one but within five years ....................... 134,921 8.08
After five but within ten years ....................... 117,296 7.56
After ten years ....................................... 2,278 7.08
----------
Total States and Political Subdivisions Securities .. 286,002 9/3 8.18
Other Securities ....................................... 328
----------
Total Securities Held-to-Maturity ...................... $ 286,330 9/3 8.17%
==========
</TABLE>
* Fully tax-equivalent using the rate of 35%.
** Maturities for Mortgage-Backed Securities are based on final maturity.
18
<PAGE> 20
1999. If not for this contingency funding plan, securities would have declined
due to the deployment of more assets into loans. Nearly 80% of the increase in
1998 was the result of investments and funds available for investment obtained
through the Summit acquisition and the branch purchase.
As sources of funds (deposits, federal funds purchased, and repurchase
agreements with corporate customers) fluctuate, excess funds are initially
invested in federal funds sold to other banks and other short-term investments.
Based upon analyses of asset/liability repricing, interest rate forecasts, and
liquidity requirements, funds are periodically reinvested in high-quality debt
securities, which typically mature over a longer period of time. At the time of
purchase, management determines whether securities will be classified as
available-for-sale or held-to-maturity.
As shown in Table 8, Securities Maturity and Yield Analysis, the average
maturity period of securities available-for-sale at December 31, 1999 was 7
years 5 months. Table 8 uses a final maturity method to report the average
maturity of mortgage-backed securities, which excludes the effect of monthly
payments and prepayments. Approximately 59% of the securities available-for-sale
at December 31, 1999 were U.S. Government Agency or Treasury securities that had
an average maturity of 5 years 1 month and 3 years 2 months respectively. The
average expected maturity period of securities held-to-maturity was 9 years 3
months at the end of 1999. The average expected maturity of the investment
portfolio is managed at a level to maintain proper matching with One Valley's
interest rate risk guidelines. One Valley does not have any securities held for
trading and it has no plans to establish such classification at the present
time. Other information regarding investment securities may be found in Table 8
and in Note G to the consolidated financial statements.
One Valley's average federal funds sold and other short-term investments
increased by 4.0% in 1999. This follows a decrease of 17.9% in 1998. Averaging
$31.1 million in 1999, federal funds sold and other expected short-term
investments increased $1.2 million from the $29.9 million averaged in 1998 as
compared to a decrease of $6.5 million from the $36.4 million averaged in 1997.
Fluctuations in federal funds sold and other short-term investments reflect
management's goal to maximize asset yields while maintaining proper asset/
liability structure, as discussed in greater detail above and in other sections
of this report.
Funding Sources
Despite an increase in market rates in late 1999, the general level in
market interest rates remained below the 1998 levels. As a result, the average
rate paid on interest-bearing liabilities decreased to 4.17% in 1999, down from
the 4.40% average paid in 1998 and the 4.42% average rate paid in 1997. The cost
of deposit funds in 1999 also benefited from the lowering of rates paid on
certain core deposit products.
Due to alternative sources of investment and the increasing sophistication
of customers in managing their investments, competition for funds has become
more intense. Many customers have shifted balances from higher rate certificates
of deposit into indexed money market accounts that currently pay slightly lower
rates but have an adjustable rate feature. One Valley also offers periodic
special rate products to attract additional deposits.
On average, One Valley's deposits increased by 6.4% or $273.0 million in
1999. Slightly less than half of this increase was the result of the
acquisitions in 1998. Excluding this effect, One Valley's 1999 average
interest-bearing deposits increased by $114.0 million or 3.1%. The majority of
the 1999 increase in time and savings deposits resulted from growth in the
Valley Index Account, an insured deposit product paying an indexed money market
interest rate. One Valley's average non-interest-bearing deposits increased by
$45.3 million or 8.9% in 1999. In the past several years, One Valley has been
able to attract non-interest-bearing deposits by increasing customer service
and convenience through increased electronic banking services and locations. In
1998, One Valley's deposits, on average, increased 11.4% or $437.0 million. Of
this increase, $318.9 million resulted from the 1998 Wachovia branch purchase
and Summit acquisition.
AVERAGE DEPOSITS
Demand Time Savings Savings Total
Deposits Deposits Regular Checking Deposits
----------------------------------------------------------------------
1994 412 1,250 817 452 2,931
1995 381 1,450 696 481 3,007
1996 385 2,000 701 571 3,657
1997 410 2,128 747 561 3,847
1998 511 2,189 1,004 580 4,284
1999 556 2,140 1,266 595 4,557
19
<PAGE> 21
- ------------
AVERAGE
DEPOSITS
INCREASED
BY 6.4% IN
1999
- ------------
To supplement its funding from deposit growth, One Valley has increasingly
utilized borrowed funds to fund loan growth. Short-term borrowings in 1999
increased, on average, by $19.1 million or 2.7%. One Valley's daily overnight
repurchase agreements, a collateralized cash management product offered to
commercial customers increased $51.9 million or 19.9% allowing for curtailments
of $32.8 million in other forms of short-term borrowings. In 1998, average
short-term borrowings increased by $204.0 million or 40.0% including a 12.9% or
$29.7 million increase in daily overnight repurchase agreements.
Long-term borrowings, on average, increased $263.8 million or 616.2% in 1999
following a $9.5 million or 18.2% decrease in 1998. Long-term borrowings have
increased by $506.3 million since December 31, 1998. Emphasis was placed on
long-term borrowings as part of an interest rate risk management strategy. In
addition, in April 1999, a total of $200.0 million was borrowed from the Federal
Home Loan Bank (FHLB) to provide adequate liquidity for anticipated customers'
year-end cash and liquidity needs related to Y2K concerns. The decrease in 1998
was due to scheduled repayments that occurred during the year. Other information
regarding short and long-term borrowings is contained in Note L to the
consolidated financial statements.
Interest Sensitivity and Liquidity
Asset /liability management is a means of optimizing net interest income
while minimizing interest rate risk by planning and controlling the mix and
maturities of interest earning assets and interest bearing liabilities. This is
accomplished through the strategic pricing of asset and liability accounts. The
expected result of this process is the development of appropriate maturity and
repricing opportunities in those accounts to produce consistent earnings during
changing interest rate environments.
Table 10 illustrates One Valley's rate-sensitive positions at December 31,
1999, and is not necessarily reflective of positions throughout the year. The
carrying amounts of interest-rate-sensitive assets and liabilities and the
notional amounts of swaps and other derivative financial instruments are
presented in the periods in which they next reprice to market rates or mature
and are combined to show the interest rate sensitivity gap. To reflect
anticipated prepayments, certain asset and liability categories are included in
the table based on estimated rather than contractual maturity dates.
Management uses Net Interest Income Simulation Analysis ("Simulation") to
measure the sensitivity of projected earnings to changes in interest rates.
Simulation takes into account the current contractual agreements that One Valley
has made with its customers for deposits, borrowings, loans, investments and any
commitments to enter into those transactions. Management monitors One
Valley's interest sensitivity by means of a computer model that incorporates
current volumes and rates, scheduled maturities and projected payments,
repricing opportunities and anticipated growth. The model projects earnings
based on current and projected portfolio balances and rates. This level of
detail is needed to effectively simulate the effect that changes in interest
rates and portfolio balances will have on the earnings of One Valley. This
method is subject to the accuracy of the assumptions that underlie the process,
but it provides a better illustration of the sensitivity of earnings to changes
in interest rates than do other analyses such as static and dynamic gap.
Maturity Distribution of Certificates of Deposit Table 9
<TABLE>
<CAPTION>
(Dollars in thousands)
AS OF DECEMBER 31, 1999 AS OF DECEMBER 31, 1998
AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Three months or less ........... $115,937 30.07% $ 99,067 27.28%
Three through six months ....... 52,907 13.72 60,582 16.69
Six through twelve months ...... 93,086 24.14 106,587 29.36
Over twelve months ............. 123,690 32.07 96,848 26.67
-------- ------ -------- ------
Total ........................ $385,620 100.00% $363,084 100.00%
======== ====== ======== ======
</TABLE>
20
<PAGE> 22
Table 11 represents the results of One Valley's interest sensitivity
simulation analysis as of December 31, 1999 and 1998. Key assumptions in the
preparation of the table include anticipated prepayment speeds on
mortgage-related assets; cash flows and maturities of derivative financial
instruments; changes in market conditions including interest rates, loan
volumes, and pricing; deposit sensitivity; customer preferences; and capital
plans. To attempt to quantify the potential change in net interest income, given
a change in interest rates, various interest rate scenarios are applied to
projected balances, maturities and repricing opportunities. The resulting change
in net interest income reflects the level of sensitivity that net interest
income has in relation to changing interest rates.
As of year-end 1999, a sharp increase in interest rates of 300 basis points
would have a negative impact on One Valley's net interest income in the year
2000. Modest changes in interest rates or an aggressive decrease in interest
rates would not have a material impact on net interest earnings. As of year-end
1998, One Valley's interest sensitivity
Interest Rate Sensitivity Gap Analysis at December 31, 1999 Table 10
<TABLE>
<CAPTION>
(Dollars in thousands)
EXPECTED REPRICING OR MATURITY
OVER FIVE
WITHIN ONE ONE TO THREE TO YEARS/NON
YEAR THREE YEARS FIVE YEARS RATE SENSITIVE TOTAL
----------- ----------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Securities ..................................... $ 152,479 $ 241,804 $ 338,533 $ 848,087 $1,580,903
Federal funds sold ............................. 185,590 185,590
Loans and leases ............................... 1,854,207 1,058,617 820,421 604,225 4,337,470
Other assets (non-earning) ..................... 479,098 479,098
----------- ---------- ---------- ---------- ----------
TOTAL ASSETS ............................... $ 2,192,276 $1,300,421 $1,158,954 $1,931,410 $6,583,061
=========== ========== ========== ========== ==========
LIABILITIES
Savings and interest checking .................. $ 820,564 $1,033,422 $1,853,986
Other time deposits ............................ 1,422,278 $ 668,669 $ 73,768 1,364 2,166,079
Short-term borrowings .......................... 823,734 26,464 72 850,270
Long-term borrowings ........................... 308,340 202,274 10,746 20,464 541,824
Demand deposits ................................ 553,370 553,370
Other liabilities .............................. 58,803 58,803
Equity ......................................... 558,729 558,729
----------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES .......................... $ 3,374,916 $ 897,407 $ 84,586 $2,226,152 $6,583,061
=========== ========== ========== ========== ==========
ASSET-LIABILITY GAP .............................. $(1,182,640) $ 403,014 $1,074,368 $ (294,742)
DERIVATIVES AFFECTING INTEREST RATE SENSITIVITY:
Pay fixed interest rate swaps .................. 150,000 (150,000)
Receive fixed interest rate swaps
Caps, floors, and collars ...................... 50,000 (50,000)
----------- ----------
TOTAL DERIVATIVES .......................... 200,000 (200,000)
INTEREST RATE SENSITIVITY GAP .................... $ (982,640) $ 203,014 $1,074,368 $ (294,742)
=========== ========== ========== ==========
CUMULATIVE INTEREST RATE SENSITIVITY GAP ......... $ (982,640) $ (779,626) $ 294,742 $ 0
=========== ========== ========== ==========
</TABLE>
21
<PAGE> 23
simulation indicated a sharp decrease in interest rates of 275 basis points
would have had a negative impact on net interest income while modest changes or
an aggressive increase in interest rates would not have had a material impact on
net interest earnings.
Liquidity represents a bank's continuing ability to meet its funding needs,
primarily deposit withdrawals, timely repayment of borrowings and other
liabilities and funding of loan commitments. In addition to its level of liquid
assets, many other factors affect a bank's ability to meet liquidity needs,
including access to a variety of funding sources, capital position and general
market conditions.
Traditional sources of liquidity include proceeds from maturities of
securities, repayment of loans and growth in core deposits. Federal funds
purchased, repurchase agreements, FHLB advances and other short-term borrowed
funds, as well as long-term debt instruments, supplement these traditional
sources. Management believes funds obtainable from these sources is adequate to
meet current liquidity requirements.
One Valley generated $125.9 million of cash from operations in 1999, which
compares to $67.6 million in 1998 and $74.8 million in 1997. Additional cash of
$560.5 million was generated through net financing activities in 1999, which
compares to $244.6 million in 1998 and $288.1 million in 1997. These proceeds,
along with proceeds from the sale and maturity of securities, were used to fund
loans and purchase securities during the year. Net cash used in investing
activities totaled $489.0 million in 1999, which compares to $253.3 million in
1998 and $380.9 million in 1997. Details on the sources and uses of cash can be
found in the Consolidated Statements of Cash Flows in the consolidated financial
statements that follow this discussion.
Capital Resources
One Valley's average equity-to-asset ratio was a strong 9.18% in 1999, down
slightly from the 9.88% during 1998, and the 9.86% in 1997. At year-end 1999,
One Valley's primary capital ratio was 9.23% compared to 10.77% at year-end
1998. The Federal Reserve's risk-based capital guidelines and leverage ratio
measure the capital adequacy of banking institutions. The risk-based capital
guidelines weight balance sheet assets and off-balance sheet commitments by
credit risk factors, thus eliminating disincentives for holding low-risk assets
and requiring more capital for holding higher risk assets. At year-end 1999, One
Valley's risk-adjusted capital-to-assets ratio was 14.0% compared to 15.6% at
December 31, 1998. Both of these ratios are well above the minimum level of 8.0%
prescribed for bank-holding companies of One Valley's size. The leverage ratio
is a measure of total tangible equity to total tangible assets. One Valley's
leverage ratio at December 31, 1999 was 8.2% compared to 9.0% at December 31,
1998. Both of these ratios are well above the minimum 3.0% and the
Interest Sensitivity Simulation Analysis Table 11
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999
ANNUALIZED HYPOTHETICAL %
INTEREST RATE SCENARIO CHANGE IN NET INTEREST INCOME
---------------------- -----------------------------
<S> <C>
Up 300BP -4.39%
Up 100BP -2.25%
Flat (No Change) N/A
Down 100BP 0.85%
Down 250BP 1.18%
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1998
ANNUALIZED HYPOTHETICAL %
INTEREST RATE SCENARIO CHANGE IN NET INTEREST INCOME
---------------------- -----------------------------
<S> <C>
Up 300BP -1.21%
Flat (No Change) N/A
Down -275BP -3.72%
</TABLE>
22
<PAGE> 24
4.0% to 5.0% prescribed by the Federal Reserve. These healthy ratios are the
direct result of management's decision to maintain a strong capital position.
The primary source of funds for dividends paid by One Valley to its
shareholders is the dividends received from its subsidiary banks. Federal
regulatory agencies impose restrictions on the payment of dividends and the
transfer of assets from the banking subsidiaries to the holding company. These
regulatory restrictions have not had an adverse impact on One Valley's dividend
policy. Additional information concerning dividend restrictions is discussed in
Note D to the consolidated financial statements.
In February 1999, One Valley's Board of Directors (the Board) authorized the
repurchase of 1.5 million shares of One Valley common stock. This purchase was
completed by the end of the second quarter at a cost of $56.5 million. In July
1999, the Board authorized the repurchase of another 1.5 million shares of One
Valley common stock. At year end, 70,700 shares of the July authorization had
been purchased at a cost of $2.6 million. The repurchases have been halted and
the Board rescinded authorization to repurchase shares, pending acquisition by
BB&T.
INCOME STATEMENT ANALYSIS
Net Interest Income
Net interest income, the amount by which interest generated from earning
assets exceeds the expense associated with funding those assets, is One Valley's
most significant component of earnings. Net interest income on a fully tax-
equivalent basis was $244.3 million in 1999, up 6.7% over the $228.9 million in
1998. This follows an increase of 10.1% in 1998 over the 1997 level. When net
interest income is presented on a fully tax-equivalent basis, interest income
from tax-exempt earning assets is increased by the amount equivalent to the
federal income taxes which would have been paid if this income were subject to
the statutory federal tax rate of 35%.
The increase in net interest income in 1999 is largely due to the 13.5%
growth in average loans outstanding. One Valley's loan portfolio experienced
growth in all major classifications during 1999, with commercial lending showing
the greatest increase compared to last year. Funding of One Valley's loan growth
came from a 6.4% increase in average deposits with the remainder from increased
short and long-term borrowings. As shown in Table 12, Rate Volume Analysis,
increases in the volume of earning assets in both 1999 and 1998 have provided a
significant increase in net interest income. In 1999, the increase in the volume
of earning assets increased interest income by $44.7 million. This increase was
offset somewhat by decreases in interest yields on loans and investments due to
the overall lower interest rate environment on average for the entire year. As a
result, total interest income increased by $26.2 million in 1999 over 1998.
Similarly in 1999, an increased volume of interest-bearing liabilities
boosted interest expense by $24.6 million. However, a lower cost of interest-
bearing liabilities reduced the overall increase in total interest expense to
$10.8 million. The increase in total interest income exceeded the increase in
overall interest expense by $15.4 million on a fully tax-equivalent basis in
1999 over 1998. In 1998, increases in volumes of interest sensitive assets and
liabilities increased total interest income and total interest expense over the
previous year. Yet a decline in yields in earning assets and interest-bearing
liabilities partially reduced interest income and interest expense. As a result,
net interest income grew by $20.9 million.
Since 1997, even though net interest income increased due to higher volumes
of earning assets, the lower overall interest rate environment and increased
competition for deposits and other funds had a dampening effect on the net
interest margin percentage on a fully tax-equivalent basis. The yield on all
earning assets declined to 7.81% in 1999, down from the 8.10% realized in 1998,
and the 8.29% realized during 1997. At the same time, the stiff competition for
deposits and the use of borrowings to fund loan and investment growth prevented
the cost of all funds from declining as significantly as the yield on earning
assets. In 1999, the average cost of funds was 3.61%, down from the 3.77% in
1998, and the 3.81% in 1997. As a result, the net interest margin (net interest
income divided by the sum of average earning
- --------------
NET INTEREST
INCOME
INCREASED
BY $14.5
MILLION IN
1999
- --------------
23
<PAGE> 25
NET INTEREST MARGIN
Yield on Net Cost of
Assets Margin Funds
-------------------------------
1994 7.84 4.85 2.99
1995 8.41 4.80 3.61
1996 8.34 4.63 3.71
1997 8.29 4.48 3.81
1998 8.10 4.33 3.77
1999 7.81 4.20 3.61
assets) in 1999 declined to 4.20%, down from the 4.33% and 4.48% earned in 1998
and 1997, respectively. It should be noted that the net interest margin
percentage was negatively impacted in 1999 by the additional borrowings and cash
levels maintained to meet potential customer cash and liquidity needs related to
Y2K. If those factors were excluded from the calculation, the net interest
margin percentage would have been 4.31%. The impact on net interest income from
the preparations related to Y2K was immaterial.
The Net Interest Margin graph shows One Valley's yield on earning assets,
cost of all funds and net interest margin over the past six years. Further
discussion of net interest income is included in the section of this report
entitled "Balance Sheet Analysis."
Non-interest Income and Expense
Non-interest income is an important factor for improving profitability.
Recognizing this importance, management continues to evaluate areas where
non-interest income can be enhanced. As shown in Table 13, non-interest income
increased by $7.9 million or 13.2% in 1999 compared to 1998, which follows a
23.3% increase in 1998 over 1997. The increase in 1999 was primarily due to
growth in trust income, credit/debit card fees, service charges on deposit
accounts, investment and insurance services fees, and miscellaneous income. In
1999, trust income totaled $14.0 million, a 19.6% or $2.3 million increase over
1998. This increase follows a 14.2% increase in 1998 over 1997. Trust revenues
are increasing primarily due to new business over the past several years and
favorable growth trends in the financial markets. Credit/debit card fee income
increased by $2.1 million or 40.4% in 1999 and by $1.6 million or 43.5% in 1998
due to increased card usage by customers, and an expanding network of businesses
using One Valley to process their merchant transactions. Deposit service charges
increased by $1.6 million or 8.1% in 1999 and $3.9 million or 25.1% in 1998. In
1999, the increase in deposit service charges was due primarily to an increase
in customer activity. The 1998 increase was due to the introduction of new
Rate Volume Analysis of Changes in Interest Income and Expense Table 12
<TABLE>
<CAPTION>
(Dollars in thousands)
1999 VS 1998 1998 VS 1997
INCREASE (DECREASE) INCREASE (DECREASE)
IN NET INTEREST INCOME(*) IN NET INTEREST INCOME(*)
------------------------- -------------------------
VOLUME RATE TOTAL VOLUME RATE TOTAL
------ ------- ------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
Loans:
Taxable .................................. $40,188 $(14,725) $25,463 $44,502 $ (5,850) $38,652
Tax-exempt ............................... 1,306 (199) 1,107 (358) (80) (438)
------- -------- ------- ------- -------- -------
Total loans ............................ 41,494 (14,924) 26,570 44,144 (5,930) 38,214
Investment Securities:
Taxable .................................. 1,554 (3,282) (1,728) 8,665 (3,987) 4,678
Tax-exempt ............................... 1,556 (62) 1,494 1,002 (397) 605
------- -------- ------- ------- -------- -------
Total investment securities ............ 3,110 (3,344) (234) 9,667 (4,384) 5,283
Federal funds sold & other ................. 62 (154) (92) (340) 161 (179)
------- -------- ------- ------- -------- -------
Total earning assets ................... 44,666 (18,422) 26,244 53,471 (10,153) 43,318
------- -------- ------- ------- -------- -------
INTEREST BEARING LIABILITIES
Interest bearing deposits .................. 9,403 (11,051) (1,648) 14,353 (1,502) 12,851
Short-term borrowings ...................... 940 (2,424) (1,484) 10,242 133 10,375
Long-term borrowings ....................... 14,261 (294) 13,967 (587) (254) (841)
------- -------- ------- ------- -------- -------
Total interest bearing liabilities ..... 24,604 (13,769) 10,835 24,008 (1,623) 22,385
------- -------- ------- ------- -------- -------
NET INTEREST EARNINGS ........................ $20,062 $ (4,653) $15,409 $29,463 $ (8,530) $20,933
======= ======== ======= ======= ======== =======
</TABLE>
* Fully taxable equivalent using the rate of 35%.
Note - Changes to rate/volume are allocated to both rate and volume on a
proportionate dollar basis.
24
<PAGE> 26
products and a new fee structure for deposits, coupled with an increase in the
customer base due to the 1998 acquisitions. Electronic banking revenue increased
by $866,000 or 30.5% in 1999, largely due to increased ATM usage and a change in
the fee structure. At December 31, 1999, One Valley had 269 ATM locations.
Revenue from the investment and insurance services increased by $2.1 million
or 72.6% in 1999 compared to $544,000 or 23.8% in 1998. One Valley offers these
products to fulfill its commitment to provide integrated financial services to
its customers. Other operating income increased by $2.0 million or 32.3% in
1999. This increase resulted from fees generated by official check processing,
an increase in checkbook sales, and gains resulting from prepayment of loans
acquired at a discount. Other operating income increased by $648,000 in 1998
partially due to the sale of a portion of One Valley's student loan portfolio.
Real estate fees decreased by $2.4 million or 28.2% in 1999, which compares
to a $2.5 million or 43.0% increase in 1998. Real estate loan volume and
secondary market sales were extraordinarily high in 1998 due to refinancing
activity initiated by a lower interest rate environment. Volume in 1997 and 1999
reflect more typical real estate activity levels. In 1999, One Valley realized
$0.1 million in gains on securities sales. This compares to $1.1 million in
gains realized in 1998 and $1.0 million in gains realized in 1997. These
securities were sold as part of One Valley's management of its asset/liability
position.
Non-Interest Income and Expense Table 13
<TABLE>
<CAPTION>
(Dollars in thousands)
INCREASE (DECREASE) OVER PRIOR YEAR
1999 1998 1997 1999 1998
-------- -------- -------- ------------------ -------------------
AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
SERVICE CHARGES AND OTHER
OPERATING INCOME
Trust income .................................... $ 13,957 $ 11,675 $ 10,228 $ 2,282 19.55 $ 1,447 14.15%
Credit/debit card fees .......................... 7,422 5,286 3,684 2,136 40.41 1,602 43.49
Service charges on deposit accounts ............. 20,987 19,408 15,511 1,579 8.14 3,897 25.12
Electronic banking .............................. 3,710 2,844 2,350 866 30.45 494 21.02
Investment and insurance services ............... 4,885 2,831 2,287 2,054 72.55 544 23.79
Real estate loan processing & servicing fees .... 6,078 8,471 5,922 (2,393) (28.25) 2,549 43.04
Checkbook sales ................................. 2,657 2,259 2,168 398 17.62 91 4.20
Securities transactions ......................... 100 1,125 1,018 (1,025) (91.11) 107 10.51
Miscellaneous ................................... 8,382 6,334 5,686 2,048 32.33 648 11.40
-------- -------- -------- -------- ----- -------- -----
TOTAL NON-INTEREST INCOME ..................... $ 68,178 $ 60,233 $ 48,854 $ 7,945 13.19 $ 11,379 23.29%
======== ======== ======== ======== ===== ======== =====
STAFF AND OTHER OPERATING EXPENSES
Salaries & wages ................................ $ 62,434 $ 62,978 $ 57,247 $ 6,456 10.25 $ 5,731 10.01
Employee benefits ............................... 17,473 17,202 16,987 271 1.58 215 1.27
-------- -------- -------- -------- ----- -------- -----
Total staff expenses .......................... 86,907 80,180 74,234 6,727 8.39 5,946 8.01
Other Operating Expenses
Advertising ................................... 3,811 4,175 4,083 (364) (8.72) 92 2.25
FDIC insurance ................................ 1,010 879 1,051 131 14.90 (172) (16.37)
Occupancy, net ................................ 10,020 8,555 7,614 1,465 17.12 941 12.36
Equipment ..................................... 12,789 11,606 9,377 1,183 10.19 2,229 23.77
Outside data processing ....................... 10,810 10,012 9,115 798 7.97 897 9.84
Taxes not on income ........................... 4,788 4,151 3,382 637 15.35 769 22.74
Supplies and postage .......................... 9,774 8,842 7,404 932 10.54 1,438 19.42
All other ..................................... 34,139 33,544 28,059 595 1.77 5,485 19.55
-------- -------- -------- -------- ----- -------- -----
Total other operating expenses ................ 87,141 81,764 70,085 5,377 6.58 11,679 16.66
-------- -------- -------- -------- ----- -------- -----
TOTAL NON-INTEREST EXPENSE .................. $174,048 $161,944 $144,319 $ 12,104 7.47 $ 17,625 12.21%
======== ======== ======== ======== ==== ======== =====
</TABLE>
25
<PAGE> 27
NET OVERHEAD RATIO
Net
Overhead
--------
1994 2.44%
1995 2.32%
1996 2.28%
1997 2.08%
1998 1.95%
1999 1.82%
EFFICIENCY RATIO
Efficiency
Ratio
----------
1993 63.91%
1994 59.07%
1995 57.15%
1996 58.15%
1997 56.43%
1998 56.24%
1999 55.72%
Just as management continues to evaluate areas where non-interest income can
be enhanced, it strives to find ways to improve the efficiency of its operations
and thus reduce operating costs. In 1999, One Valley's efficiency continued to
improve as demonstrated by its declining net overhead ratio. Operating costs
increased 7.5% or $12.1 million to accommodate the growth of One Valley's
financial services franchise. Yet, when coupled with increases in non-interest
income and the growth in earning assets, One Valley's net overhead ratio (non-
interest expense less non-interest income excluding securities transactions to
average earning assets) improved considerably to 1.82% from 1.95% in 1998. A
lower net overhead ratio means more of the net interest margin flows through as
net income. Over the past five years, net overhead has grown by a compound rate
of only 3.5% whereas net interest income has grown by 6.6%.
Total non-interest expense increased by $12.1 million or 7.5% in 1999 from
1998, which compares to an increase of $17.6 million or 12.2% in 1998 versus
1997. The 1999 increase was impacted by the full year operation of Summit versus
only five months in 1998. Total staff costs increased by 8.4% in 1999, the
result of normal salary increases as well as a 5.4% increase in employees
resulting from the growth of One Valley's financial services franchise.
Additional information on employee benefits is discussed in Note N to the
consolidated financial statements.
Advertising expenses decreased by $364,000 or 8.7% in 1999 as compared to
1998, again related to the 1998 expansion in the Virginia market. This follows
an increase in 1998 of 2.2%. FDIC insurance expense increased by $131,000 or
14.9% in 1999 resulting from One Valley's expanded deposit base, as compared to
a $172,000 or 16.4% decrease in 1998 over 1997. The decrease in 1998 was due to
the lowering of deposit insurance rates.
Occupancy, equipment and data processing expenses have increased over the
last two years largely due to facilities and equipment modernization and the
expansion of One Valley's banking network. Net occupancy expense increased by
$1.5 million or 17.1% in 1999 over 1998. This compares to a $941,000 or 12.4%
increase in 1998 versus 1997. Equipment expense increased by $1.2 million or
10.2% over 1998 compared to a $2.2 million or 23.8% increase in 1998 over 1997.
Outside data processing costs increased by $798,000 or 8.0% in 1999 due to
expanding operations, versus an $897,000 or 9.8% increase in 1998 over 1997.
Taxes not on income increased by $637,000 or 15.4% in 1999, which followed a
1998 increase of $769,000 or 22.7%. These increases are largely due to the
central Virginia affiliate's charter change to a national bank and the addition
of Summit in the second half of 1998. In Virginia, banks are subject to an
equity-based state franchise tax but are exempt from state income tax. In 1997
and earlier years, the central Virginia affiliate was a thrift institution
subject to state income tax. Supplies and postage expense increased $932,000 or
10.5% in 1999 as compared to $1.4 million or 19.4% in 1998, primarily related to
additional mailings, forms, supplies and courier service for One Valley's
expanded Virginia operations. Other expenses remained relatively flat with an
increase of $595,000 or 1.8%. This compares to an increase of $5.5 million or
19.6% in 1998. The increase in 1998 was primarily due to increased intangible
amortization resulting from the Wachovia branch purchase, and a general increase
in costs due to the expanded branch network.
An analysis of the allowance for loan losses and related provision for loan
losses is included in the Loan Portfolio section of the Balance Sheet Analysis
of the report.
Applicable Income Taxes
Income tax expense in 1999 was $39.4 million compared to $35.9 million in
1998 and $33.1 million in 1997. The increase in 1999 was primarily due to an
increase in pretax earnings. One Valley's effective tax rate was 32.8% in 1999
down from 33.0% in 1998 and 34.1% in 1997. Additional information regarding
income taxes is contained in Note M to the consolidated financial statements.
Effects of Changing Prices
The results of operations and financial condition presented in this report
are based on historical cost, unadjusted for the effects of inflation. Inflation
affects One Valley in two ways. One is that inflation can result in
26
<PAGE> 28
increased operating costs that must be absorbed or recovered through increased
prices for services. The second effect is on the purchasing power of the
corporation. Virtually all of a bank's assets and liabilities are monetary in
nature. Regardless of changes in prices, most assets and liabilities of the
banking subsidiaries will be converted into a fixed number of dollars.
Non-earning assets, such as premises and equipment, do not constitute a major
portion of One Valley's assets; therefore, most assets are subject to repricing
on a more frequent basis than in other industries.
One Valley's ability to offset the effects of inflation and potential
reductions in future purchasing power depends primarily on its ability to
maintain capital levels by adjusting pricing for its services and to improve net
interest income by maintaining an effective asset/liability mix. Management's
efforts to meet these goals are described in other sections of this report.
SUMMARY RESULTS OF OPERATIONS
FOURTH QUARTER 1999
Net income for the three months ended December 31, 1999 was $19.7 million, a
slight increase from the $19.5 million earned during the fourth quarter of 1998.
For the fourth quarter of 1999, diluted earnings per share rose to $0.59, a 7.3%
increase from the $0.55 reported for the fourth quarter of 1998.
Net interest income rose by 2.0% to $58.4 million when compared to the same
three months of 1998. Average earning assets increased 9.1%, primarily due to a
9.9% increase in average loans outstanding. At the same time, average
interest-bearing liabilities increased 12.5% primarily due to a $451.0 million
increase in long-term borrowings. In April, One Valley borrowed $200.0 million
from the Federal Home Loan Bank to provide adequate liquidity for customers'
potential year-end cash needs. During the fourth quarter additional cash was
also kept available for these anticipated needs. The additional borrowing and
liquidity lowered One Valley's net interest margin by 14 basis points in the
fourth quarter and 11 basis points for the year.
Average deposits increased 2.3% in fourth quarter 1999 versus an increase of
15.4% in fourth quarter 1998 over 1997. This higher growth rate in 1998 is a
result of the acquisition activity discussed in earlier sections of this report.
The fourth quarter provision for loan losses decreased by $242,000 in 1999
from 1998. This compares to an increase of $342,000 in 1998 when compared to
fourth quarter of 1997. These fluctuations are consistent with the 9.4% decrease
in loan loss provisions for the full year as computed under One Valley's loan
loss reserve adequacy analysis methodology as fully described in previous
sections of this report. Non-interest income increased 4.7% in fourth quarter
1999. One Valley's Trust income, service charges on deposits, and other service
charges and fees combined for a 19.8% or $2.4 million increase. The increase was
primarily due to increased market value of assets held in Trust, revenue from
deposit accounts, brokerage and insurance commissions, and credit/debit card
revenue. The increase was partially offset by a decline in real estate loan
servicing income and other operating income. Non-interest expense increased by
3.0% during the same period as a result of One Valley's expanded branch network,
technology upgrades, increased debit/credit card processing and other operating
costs. Net overhead for the quarter increased by $371,000 or 1.4% compared to
the same period one year ago.
Additional quarterly financial data is provided in Note T to the
consolidated financial statements.
YEAR 2000 COMPLIANCE
One Valley completed its Year 2000 readiness project on schedule and within
the estimated budget of $5.4 million (which did not include salaries of all
personnel involved but did include estimates of the time and corresponding
salary allocations of those with primary responsibility for the project). One
Valley's systems and the systems of its third party service providers operated
without interruption over the Year 2000 date change. One Valley is continuing to
monitor and verify the continued operation of its and its vendors' systems
through several key dates in the Year 2000, consistent with the guidance of the
federal bank regulators.
- ---------------
NET
OVERHEAD
DECREASED
TO 1.82% OF
AVERAGE
EARNING
ASSETS
- ---------------
27
<PAGE> 29
Consolidated Balance Sheets
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
(Dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Cash and due from banks ................................................ $ 214,535 $ 155,226
Interest-bearing deposits in other banks ............................... 5,720 3,150
Federal funds sold ..................................................... 185,590 50,000
----------- -----------
Cash and cash equivalents ............................................ 405,845 208,376
Securities:
Available-for-sale, at fair value .................................... 1,288,853 1,307,825
Held-to-maturity (fair value approximated
$278,792 and $287,441
at December 31, 1999 and 1998) ..................................... 286,330 278,267
Total loans ............................................................ 4,391,626 3,991,121
Allowance for loan losses .............................................. (54,156) (52,272)
----------- -----------
Net loans ............................................................ 4,337,470 3,938,849
Premises and equipment ................................................. 99,661 102,863
Accrued interest receivable ............................................ 42,012 40,916
Other assets ........................................................... 122,890 86,484
----------- -----------
Total assets ......................................................... $ 6,583,061 $ 5,963,580
=========== ===========
LIABILITIES
Deposits:
Non-interest bearing ................................................. $ 553,370 $ 570,664
Interest bearing ..................................................... 4,020,065 3,982,224
----------- -----------
Total deposits ..................................................... 4,573,435 4,552,888
Short-term borrowings:
Federal funds purchased .............................................. 12,662 36,410
Securities sold under agreements to repurchase and other ............. 837,608 693,349
----------- -----------
Total short-term borrowings ........................................ 850,270 729,759
Long-term borrowings ................................................... 541,824 35,480
Other liabilities ...................................................... 58,803 49,920
----------- -----------
Total liabilities .................................................... 6,024,332 5,368,047
SHAREHOLDERS' EQUITY
Preferred stock - $10 par value; authorized 1,000,000 shares;
none issued and outstanding
Common stock - $10 par value; authorized 70,000,000 shares;
39,449,061 and 39,135,180 shares issued at December 31, 1999 and 1998,
including 6,022,746 and 4,392,546 shares in treasury ................. 394,491 391,352
Capital surplus ........................................................ 96,817 94,157
Retained earnings ...................................................... 247,394 200,174
Accumulated other comprehensive income, net of deferred income taxes ... (24,274) 6,450
Treasury stock ......................................................... (155,699) (96,600)
----------- -----------
Total shareholders' equity ........................................... 558,729 595,533
----------- -----------
Total liabilities and shareholders' equity ........................... $ 6,583,061 $ 5,963,580
=========== ===========
</TABLE>
See notes to consolidated financial statements.
28
<PAGE> 30
Consolidated Statements of Income
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans:
Taxable .............................................. $340,635 $315,172 $276,520
Tax-exempt ........................................... 3,425 2,705 2,990
-------- -------- --------
Total .............................................. 344,060 317,877 279,510
Interest and dividends on securities:
Taxable .............................................. 86,408 88,136 83,458
Tax-exempt ........................................... 13,367 12,396 12,003
-------- -------- --------
Total .............................................. 99,775 100,532 95,461
Other .................................................. 1,518 1,610 1,789
-------- -------- --------
Total interest income .............................. 445,353 420,019 376,760
INTEREST EXPENSE
Deposits ............................................... 159,229 160,877 148,026
Short-term borrowings .................................. 34,357 35,841 25,466
Long-term borrowings ................................... 16,544 2,577 3,418
-------- -------- --------
Total interest expense ............................. 210,130 199,295 176,910
-------- -------- --------
NET INTEREST INCOME ...................................... 235,223 220,724 199,850
PROVISION FOR LOAN LOSSES ................................ 9,120 10,063 7,531
-------- -------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ...... 226,103 210,661 192,319
OTHER INCOME
Trust income ........................................... 13,957 11,675 10,228
Service charges on deposit accounts .................... 20,987 19,408 15,511
Real estate loan processing and servicing fees ......... 6,078 8,471 6,191
Other service charges and fees ......................... 20,746 14,271 10,947
Securities gains ....................................... 100 1,125 1,018
Other .................................................. 6,310 5,283 4,959
-------- -------- --------
Total other income ................................. 68,178 60,233 48,854
OTHER EXPENSES
Salaries and employee benefits ......................... 86,907 80,180 74,234
Net occupancy .......................................... 10,020 8,555 7,614
Equipment .............................................. 12,789 11,606 9,377
Outside data processing ................................ 10,810 10,012 9,115
Other .................................................. 53,522 51,591 43,979
-------- -------- --------
Total other expenses ............................... 174,048 161,944 144,319
-------- -------- --------
INCOME BEFORE INCOME TAXES ............................... 120,233 108,950 96,854
Applicable income taxes .................................. 39,409 35,905 33,054
-------- -------- --------
NET INCOME ............................................... $ 80,824 $ 73,045 $ 63,800
======== ======== ========
Net income per common share:
Basic .................................................. $ 2.39 $ 2.19 $ 2.00
Diluted ................................................ $ 2.37 $ 2.15 $ 1.95
Average common shares outstanding (in thousands):
Basic .................................................. 33,810 33,356 31,921
Diluted ................................................ 34,164 33,940 32,686
</TABLE>
See notes to consolidated financial statements.
29
<PAGE> 31
Consolidated Statements of Shareholders' Equity
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMMON CAPITAL RETAINED COMPREHENSIVE TREASURY
STOCK SURPLUS EARNINGS INCOME STOCK TOTAL
--------- ------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1997 ................................... $ 298,493 $66,652 $183,226 $ 2,065 $ (67,378) $483,058
Comprehensive income:
Net income ................................................ 63,800 63,800
Other comprehensive income, net of deferred income
taxes of $2,495:
Unrealized gains on securities of $4,473, net of
reclassification adjustment for gains included
in net income of $611 ................................. 3,862 3,862
-------
Total comprehensive income ................................ 67,662
Purchase of treasury stock (856,396 shares) ................. (27,717) (27,717)
Five-for-four stock split in the form of a
25% stock dividend ........................................ 62,960 (62,960)
Stock options exercised (303,698 shares) and
adjustment for fractional shares .......................... 3,015 1,783 4,798
Cash dividends on One Valley shares ($.80 per share) ........ (22,009) (22,009)
Cash dividends on FFVA shares ............................... (2,005) (2,005)
FFVA repurchase of treasury stock ........................... (1,807) 140 (2,322) (3,989)
Allocated/earned FFVA ESOP and MSBP shares .................. 3,810 3,810
Exercise of FFVA stock options .............................. 47 (5) 42
Issuance of common stock to FFVA MSBP plan .................. 598 (598)
--------- ------- -------- -------- --------- --------
BALANCES AT DECEMBER 31, 1997 ................................. 363,306 71,782 157,730 5,927 (95,095) 503,650
Comprehensive income:
Net income ................................................ 73,045 73,045
Other comprehensive income, net of deferred income
taxes of $225:
Unrealized gains on securities of $1,198, net of
reclassification adjustment for gains included
in net income of $675 ................................. 523 523
--------
Total comprehensive income ................................ 73,568
Purchase of treasury stock (45,700 shares) .................. (1,505) (1,505)
Stock options exercised (269,519 shares) and
adjustment for fractional shares .......................... 2,695 841 3,536
Cash dividends on One Valley shares ($.90 per share) ........ (30,601) (30,601)
Issuance of common stock (1,826,600 shares) ................. 18,264 2,260 20,524
FFVA treasury shares reissued (708,600 shares) .............. 7,087 19,274 26,361
--------- ------- -------- -------- --------- --------
BALANCES AT DECEMBER 31, 1998 ................................. 391,352 94,157 200,174 6,450 (96,600) 595,533
Comprehensive income:
Net income ................................................ 80,824 80,824
Other comprehensive income, net of deferred income
taxes of $19,614:
Unrealized losses on securities of $30,784, net of
reclassification adjustment for gains included
in net income of $60 .................................. (30,724) (30,724)
--------
Total comprehensive income ................................ 50,100
Purchase of treasury stock (1,630,200 shares) ............... (59,099) (59,099)
Stock options exercised (313,881 shares) and
adjustment for fractional shares .......................... 3,139 2,660 5,799
Cash dividends on One Valley shares ($1.00 per share) ....... (33,604) (33,604)
--------- ------- -------- -------- --------- --------
BALANCES AT DECEMBER 31, 1999 ................................. $ 394,491 $96,817 $247,394 $(24,274) $(155,699) $558,729
========= ======= ======== ======== ========= ========
</TABLE>
See notes to consolidated financial statements.
30
<PAGE> 32
Consolidated Statements of Cash Flows
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
(Dollars in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income ................................................................. $ 80,824 $ 73,045 $ 63,800
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses .............................................. 9,120 10,063 7,531
Depreciation ........................................................... 12,033 10,365 9,013
Amortization, net of accretion ......................................... 670 3,530 3,371
Deferred income tax (benefit) expense .................................. (836) (2,372) 842
Net gains from sales of assets ......................................... (65) (407) (1,003)
Loans originated for sale .............................................. (97,137) (261,199) (111,837)
Proceeds from loans sold ............................................... 136,165 231,333 112,823
Net change in accrued interest receivable .............................. (1,096) (377) (581)
Net change in accrued interest payable ................................. 5,556 (3,112) 3,182
Net change in other assets and other liabilities ....................... (19,290) 6,714 (12,385)
--------- --------- ---------
Net cash provided by operating activities ............................ 125,944 67,583 74,756
INVESTING ACTIVITIES
Proceeds from sales of available-for-sale securities ....................... 51,845 53,045 92,165
Proceeds from maturities of available-for-sale securities .................. 711,233 616,627 278,877
Purchases of available-for-sale securities ................................. (791,798) (617,443) (522,292)
Proceeds from maturities of held-to-maturity securities .................... 23,990 42,916 37,740
Purchases of held-to-maturity securities ................................... (30,210) (62,431) (86,621)
Net cash received in purchase of subsidiary ................................ 118,371
Net increase in loans ...................................................... (445,167) (390,634) (171,993)
Purchases of premises and equipment ........................................ (8,866) (13,732) (8,781)
--------- --------- ---------
Net cash used in investing activities .................................... (488,973) (253,281) (380,905)
FINANCING ACTIVITIES
Net change in deposits ..................................................... 20,547 154,144 129,805
Net change in federal funds purchased ...................................... (23,748) 13,829 5,303
Net change in other short-term borrowings .................................. 144,259 92,450 184,103
Repayment of long-term borrowings .......................................... (4,306) (13,622) (9,017)
Proceeds from long-term borrowings ......................................... 510,650 25,000
Proceeds from issuance of common stock ..................................... 5,799 29,895 4,840
Purchase of treasury stock ................................................. (59,099) (1,505) (27,895)
Cash dividends ............................................................. (33,604) (30,601) (24,014)
--------- --------- ---------
Net cash provided by financing activities ................................ 560,498 244,590 288,125
--------- --------- ---------
Increase (decrease) in cash and cash equivalents ............................. 197,469 58,892 (18,024)
Cash and cash equivalents at beginning of year ............................... 208,376 149,484 167,508
--------- --------- ---------
Cash and cash equivalents at end of year ..................................... $ 405,845 $ 208,376 $ 149,484
========= ========= =========
</TABLE>
See notes to consolidated financial statements.
31
<PAGE> 33
Notes to Consolidated
Financial Statements
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES DECEMBER 31, 1999
(Dollars in thousands, except per share data)
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The accounting and reporting policies of One Valley Bancorp, Inc. and its
subsidiaries (One Valley) conform to accounting principles generally accepted in
the United States and to general practices within the banking industry. The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. The
following is a summary of the more significant accounting and reporting
policies.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of One
Valley Bancorp, Inc. and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.
CASH AND CASH EQUIVALENTS
One Valley considers cash and due from banks, interest-bearing deposits in other
banks, and federal funds sold as cash and cash equivalents.
SECURITIES
Management determines the appropriate classification of securities at the time
of purchase. Debt securities are classified as held-to-maturity when One Valley
has the positive intent and ability to hold the securities to maturity.
Held-to-maturity securities are stated at amortized cost.
Debt securities not classified as held-to-maturity are classified as
available-for-sale. Available-for-sale securities are stated at fair value with
the unrealized gains and losses, net of deferred income taxes, reported in other
comprehensive income. Unrealized gains and losses represent the difference
between the estimated fair value and amortized cost of available-for-sale
securities.
The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts, which are recognized as adjustments to interest income. The specific
identification method is used to determine realized gains and losses on sales of
securities.
LOANS HELD FOR SALE
Mortgage loans originated and held for sale in the secondary market are carried
at the lower of cost or estimated fair value in the aggregate.
MORTGAGE SERVICING RIGHTS
The value of mortgage servicing rights, regardless of how obtained, is
capitalized and amortized in proportion to and over the period of estimated net
servicing revenues. Impairment of mortgage servicing rights is assessed
quarterly based on the fair value of those rights. To determine fair value, One
Valley estimates the present value of future cash flows incorporating various
assumptions including servicing income, cost of servicing, discount rates,
prepayment speeds, and default rates. For purposes of determining impairment,
the mortgage servicing rights are stratified based upon predominant risk
characteristics of the underlying loans.
DERIVATIVE FINANCIAL INSTRUMENTS
As part of managing its interest rate risk, One Valley periodically uses
financial instruments such as interest rate swaps and cap contracts, frequently
referred to as derivative financial instruments. These derivative instruments
provide an off-balance sheet method of managing earnings fluctuations due to
changes in interest rates.
As with any financial instrument, derivatives have inherent risks, primarily
market and credit risk. Market risk includes the risk of gains and losses that
result from changes in interest rates. Credit risk is the risk that a
counterparty to a derivative contract with an unrealized gain fails to perform
according to the terms of the agreement. One Valley monitors these risks through
its asset/liability committee policy.
ALLOWANCE FOR LOAN LOSSES
In determining the adequacy of the allowance for loan losses, as well as the
appropriate provision for loan losses, management takes into consideration the
results of internal review procedures, historical loan loss experience, an
assessment of the effect of current economic conditions on the loan portfolio,
the financial condition of the borrower and such other factors which, in
management's judgment, deserve recognition. Impaired loans, primarily consisting
of non-accrual
32
<PAGE> 34
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES NOTE A -
CONTINUED
and restructured loans, are evaluated based on the discounted value of expected
future cash flows or on the estimated fair value of the collateral if repayment
of the loan is expected to be provided by the collateral. In management's
judgment, the allowance for loan losses is maintained at a level adequate to
absorb losses in the loan portfolio.
LOAN FEES AND COSTS
Loan origination and commitment fees and direct loan origination costs are being
recognized as collected and incurred. The use of this method of recognition does
not produce results that are materially different from results which would have
been produced if such costs and fees were deferred and amortized as an
adjustment of the loan yield over the life of the related loan.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed principally on the straight-line method over the
estimated useful lives of the assets.
INCOME TAXES
Income taxes are provided using the liability method in which deferred income
taxes (included in other assets) are provided for temporary differences between
the tax basis of an asset or liability and its reported amount in the financial
statements at the statutory tax rate.
REVENUE RECOGNITION
Interest income on loans, amortization of unearned income, and accretion of
discounts are computed by methods which generally result in level rates of
return on principal amounts outstanding.
The accrual of interest income generally is discontinued when the contractual
payment of principal or interest has become 90 days past due. When interest
accruals are discontinued, unpaid interest recognized in income in the current
year is reversed and interest accrued in prior years is charged against the
allowance for loan losses. Management may elect to continue the accrual of
interest when the estimated net realizable value of collateral exceeds the
principal balance and accrued interest, and the loan is in the process of
collection.
Interest received on nonaccrual loans is either applied against principal or
reported as interest income, according to management's judgment as to the
collectibility of the remaining unpaid principal. Generally, a loan is restored
to accrual status when it is brought current, has performed in accordance with
the contractual terms for a reasonable period of time, and the collectibility of
the total contractual principal and interest is no longer in doubt.
STOCK-BASED COMPENSATION
One Valley has nonqualified and incentive stock option plans for certain key
employees and directors. Because the exercise price of One Valley's employee
stock options equals the market price of the underlying stock on the date of
grant, no compensation expense is recognized.
NET INCOME PER COMMON SHARE
Basic net income per common share excludes any dilutive effects of stock options
and is computed by dividing net income by the average common shares outstanding.
Diluted net income per common share is computed by dividing net income by the
average common shares outstanding during the year, adjusted for the dilutive
effect of options under One Valley's stock option plans. The effect of dilutive
stock options on average shares outstanding was 354,000, 584,000, and 765,000 in
1999, 1998, and 1997.
SEGMENT REPORTING
One Valley's only defined business segment is community banking as One Valley
primarily evaluates its performance and allocates resources based on the
financial information of its community banking operations. As a community bank,
One Valley offers its customers a full range of products through traditional and
in-store branches, offices, ATMs, telephones, personal computers, and other
delivery channels throughout various geographic areas. The consolidated
financial information presented in the financial statements represents the
consolidated financial information of One Valley's community banking segment.
33
<PAGE> 35
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
CONCLUDED
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. The provisions of this statement require
that derivative instruments be carried at fair value on the balance sheet and
allows hedge accounting when specific criteria are met. Any changes in fair
value or cash flow that represent the ineffective portion of a hedge are
required to be recognized in earnings and cannot be deferred. For derivative
instruments not accounted for as hedges, changes in fair value are required to
be recognized in earnings. The provisions of this statement become effective for
quarterly and annual reporting beginning January 1, 2001. The impact of adopting
the provisions of this statement on One Valley's financial position or results
of operations, subsequent to the effective date, is not currently estimable and
will depend on the financial position of One Valley and the nature and purpose
of the derivative instruments in use by management at that time.
- --------------------------------------------------------------------------------
NOTE B PENDING MERGER
On February 7, 2000, One Valley and BB&T Corp. (BB&T), based in Winston-Salem,
North Carolina, announced an agreement whereby BB&T will acquire One Valley in a
transaction that is expected to close during the third quarter of 2000. Under
the terms of the agreement, One Valley shareholders will receive 1.28 shares of
BB&T's common stock for each share of One Valley's common stock. This
transaction is expected to be accounted for as a pooling-of-interests.
- --------------------------------------------------------------------------------
NOTE C RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS
Bank subsidiaries are required to maintain average balances with the Federal
Reserve Bank. The average amount of those balances for the year ended December
31, 1999, was approximately $16,103.
- --------------------------------------------------------------------------------
NOTE D RESTRICTIONS ON SUBSIDIARY DIVIDENDS
The primary source of funds for the dividends paid by One Valley Bancorp, Inc.
is dividends received from its subsidiary banks. Dividends paid by the
subsidiary banks are subject to restrictions by banking regulations. The most
restrictive provision requires regulatory approval if dividends declared in any
year exceed the year's retained net profits, as defined, plus the retained net
profits of the two preceding years. At December 31, 1999, the retained net
profits available for distribution to One Valley Bancorp, Inc. as dividends
without regulatory approval approximated $44,350.
34
<PAGE> 36
MERGERS AND ACQUISITIONS NOTE E
In 1998, One Valley acquired certain Virginia branches from the Wachovia
Corporation in a purchase transaction and Summit Bankshares, Inc. in an
immaterial pooling of interests. As a result of these transactions, One Valley
acquired $274 million in loans and $464 million in deposits. The balances and
operations of these acquisitions are included in the financial statements of One
Valley from the dates of acquisition and did not materially impact One Valley's
financial position, results of operations, or cash flows for any period.
Prior to 1998 One Valley acquired other financial institutions accounted for
using the purchase method of accounting. The purchase price of these
acquisitions and the branch acquisition noted above were allocated to the
identifiable tangible and intangible assets acquired based upon their fair value
at the acquisition date. Intangible assets representing the present value of
future net income to be earned from deposits of acquired banks are being
amortized on an accelerated basis over a ten-year period. Deposit intangibles,
included in other assets, approximated $3,900 and $5,800 at December 31, 1999
and 1998. Deposit intangible amortization approximated $1,900 in 1999, $2,000 in
1998, and $1,100 in 1997. The excess of purchase price over the fair market
value of assets of subsidiary banks acquired (goodwill) is being amortized on a
straight-line basis over periods ranging from 15 to 25 years. Goodwill, included
in other assets, approximated $45,100 and $49,000 at December 31, 1999 and 1998.
Goodwill amortization approximated $3,900 in 1999, $3,400 in 1998, and $1,400 in
1997.
- --------------------------------------------------------------------------------
SHAREHOLDER RIGHTS PLAN NOTE F
One Valley has a Shareholder Protection Rights Plan (the Plan). The Plan
provides that each share of common stock carries with it one right. The rights
would be exercisable only if a person or group, as defined, acquired 10% or more
of One Valley's common stock, or after a person commences a tender offer for
such stock. If a person or group acquires 10% or more of One Valley's common
stock, holders of rights, other than the 10% holder, could acquire shares of One
Valley's common stock at half price or the Board could exchange each such right
for one share of common stock. In addition, under certain circumstances, holders
of rights could acquire shares of common stock of the 10% holder at half price.
However, these rights are not and will not become exercisable by the holders as
a result of executing the merger agreement with BB&T or consummation of the
merger with BB&T.
35
<PAGE> 37
NOTE G SECURITIES
The following is a summary of available-for-sale and held-to-maturity
securities:
<TABLE>
<CAPTION>
Available-for-Sale
---------------------------------------------------
Gross Unrealized Estimated
Amortized Fair
Cost Gains Losses Value
---------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1999
U.S. Treasury securities
and obligations of
U.S. government agencies
and corporations ................ $ 787,905 $ 132 $(29,215) $ 758,822
Obligations of states and
political subdivisions ..........
Mortgage-backed securities ........ 379,576 1,159 (10,377) 370,358
Other securities .................. 160,981 396 (1,704) 159,673
---------- ------- -------- ----------
Total securities ................ $1,328,462 $ 1,687 $(41,296) $1,288,853
========== ======= ======== ==========
December 31, 1998
U.S. Treasury securities
and obligations of
U.S. government agencies
and corporations ................ $ 845,155 $ 6,541 $ (1,687) $ 850,009
Obligations of states and
political subdivisions ..........
Mortgage-backed securities ........ 324,538 5,103 (173) 329,468
Other securities .................. 127,694 807 (153) 128,348
---------- ------- -------- ----------
Total securities ................ $1,297,387 $12,451 $ (2,013) $1,307,825
========== ======= ======== ==========
December 31, 1997
U.S. Treasury securities
and obligations of
U.S. government agencies
and corporations ................ $ 857,928 $ 4,322 $ (793) $ 861,457
Obligations of states and
political subdivisions ..........
Mortgage-backed securities ........ 298,231 5,984 (295) 303,920
Other securities .................. 50,899 494 (21) 51,372
---------- ------- -------- ----------
Total securities ................ $1,207,058 $10,800 $ (1,109) $1,216,749
========== ======= ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Held-to-Maturity
---------------------------------------------------
Gross Unrealized Estimated
Amortized -------------------- Fair
Cost Gains Losses Value
---------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1999
U.S. Treasury securities
and obligations of
U.S. government agencies
and corporations ................
Obligations of states and
political subdivisions .......... $286,002 $1,286 $(8,824) $278,464
Mortgage-backed securities ........
Other securities .................. 328 328
-------- ------ ------- --------
Total securities ................ $286,330 $1,286 $(8,824) $278,792
======== ====== ======= ========
December 31, 1998
U.S. Treasury securities
and obligations of
U.S. government agencies
and corporations ................
Obligations of states and
political subdivisions .......... $277,929 $9,537 $ (363) $287,103
Mortgage-backed securities ........
Other securities .................. 338 338
-------- ------ ------- --------
Total securities ................ $278,267 $9,537 $ (363) $287,441
======== ====== ======= ========
December 31, 1997
U.S. Treasury securities
and obligations of
U.S. government agencies
and corporations ................ $ 46,443 $ 476 $ (28) $ 46,891
Obligations of states and
political subdivisions .......... 237,290 6,557 (127) 243,720
Mortgage-backed securities ........ 62,756 389 (192) 62,953
Other securities .................. 5,783 22 5,805
-------- ------ ------- --------
Total securities ................ $352,272 $7,444 $ (347) $359,369
======== ====== ======= ========
</TABLE>
Gross realized gains and losses on available-for-sale securities approximated
$412 and $312 in 1999, $1,125 and $0 in 1998, and $1,130 and $112 in 1997.
The amortized cost and estimated fair value of debt securities at December 31,
1999, by contractual maturity, are shown below. Actual maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Available-for-Sale Held-to-Maturity
------------------------------ ----------------------------
Estimated Estimated
Amortized Fair Amortized Fair
Cost Value Cost Value
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Due in one year or less ................. $ 209,468 $ 207,616 $ 31,507 $ 31,474
Due after one year through five years ... 502,124 485,002 134,921 134,284
Due after five years through ten years .. 287,838 274,122 117,296 110,592
Due after ten years ..................... 270,797 263,756 2,278 2,114
---------- ---------- -------- --------
1,270,227 1,230,496 286,002 278,464
Other ................................... 58,235 58,357 328 328
---------- ---------- -------- --------
Total securities ...................... $1,328,462 $1,288,853 $286,330 $278,792
========== ========== ======== ========
</TABLE>
At December 31, 1999 and 1998, securities carried at approximately $904,594 and
$754,000 were pledged to secure public deposits, repurchase agreements, and for
other purposes as required or permitted by law.
36
<PAGE> 38
LOANS NOTE H
Loans are summarized as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
---------- ----------
<S> <C> <C>
Commercial, financial and agricultural ............. $ 528,013 $ 433,935
Real estate:
Revolving home equity ............................ 235,641 226,216
Single family residential ........................ 1,997,177 1,851,470
Apartment buildings and complexes ................ 106,854 103,349
Commercial ....................................... 710,514 618,958
Construction ..................................... 108,813 97,175
Installment loans to individuals ................... 658,783 625,646
Other .............................................. 45,831 34,372
---------- ----------
Total loans net of unearned income ............. 4,391,626 3,991,121
Less allowance for loan losses ..................... 54,156 52,272
---------- ----------
Loans--net ..................................... $4,337,470 $3,938,849
========== ==========
</TABLE>
One Valley originates and sells fixed rate mortgage loans primarily to
governmental agencies on a servicing retained basis. Interest rates are
determined at the date of the commitment to sell the loans and the commitment
period generally ranges from 60 to 90 days. At December 31, 1999 and 1998, One
Valley held loans for sale of approximately $6,353 and $44,105 and had
commitments to originate and sell loans of approximately $5,461 and $36,771,
respectively.
The mortgage loan portfolio serviced by One Valley for the benefit of others
approximated $839,432, $863,457, and $890,327 at December 31, 1999, 1998, and
1997. Custodial escrow balances maintained in connection with the foregoing loan
servicing and One Valley's own mortgage loan portfolio were approximately $7,992
and $8,862 at December 31, 1999 and 1998, respectively.
One Valley and its subsidiaries have granted loans to officers and directors of
One Valley and its subsidiaries and to their associates. Related party loans
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unrelated persons and did not involve more than normal risk of collectibility.
The following presents the activity with respect to related party loans
aggregating $60 or more to any one related party:
<TABLE>
<CAPTION>
1999 1998
--------- --------
<S> <C> <C>
Balance, January 1 ....... $ 85,282 $ 86,140
Additions ................ 30,595 24,455
Amount collected ......... (16,774) (13,647)
Other changes ............ 8,575 (11,666)
--------- --------
Balance, December 31 ..... $ 107,678 $ 85,282
========= ========
</TABLE>
Other changes represent changes in the composition of related parties at the
various affiliates.
- --------------------------------------------------------------------------------
ALLOWANCE FOR LOAN LOSSES NOTE I
Changes in the allowance for loan losses for each of the three years in the
period ended December 31, 1999, were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Balance, January 1 ................ $52,272 $45,048 $45,055
Charge-offs ....................... (9,392) (8,695) (9,837)
Recoveries ........................ 2,156 2,027 2,299
------- ------- -------
Net charge-offs ................. (7,236) (6,668) (7,538)
Provision for loan losses ......... 9,120 10,063 7,531
Balance of acquired subsidiaries... 3,829
------- ------- -------
Balance, December 31 .............. $54,156 $52,272 $45,048
======= ======= =======
</TABLE>
Impaired loans approximated $6,960 and $3,700 (of which $2,300 and $2,100 were
on a nonaccrual basis) at December 31, 1999 and 1998. Included in these amounts
are $3,190 and $780 of impaired loans for which the related allowance for loan
losses is $510 and $310, and $3,770 and $2,920 of impaired loans that, as a
result of write-downs or being well secured, do not have an allowance for loan
losses. The average recorded investment in impaired loans during the years ended
December 31, 1999, 1998 and 1997, was approximately $7,100, $4,600 and $8,500.
For the years ended December 31, 1999, 1998 and 1997, One Valley recognized
interest income on those impaired loans of $790, $340, and $560. The amount of
interest income recognized in 1999, 1998, and 1997 on those impaired loans using
the cash basis method of income recognition was $310, $150, and $360.
37
<PAGE> 39
NOTE J DEPOSITS
Included in interest-bearing deposits are various time deposit products of
approximately $2,167,900 at December 31, 1999. The scheduled maturities are as
follows: 2000 - $1,422,300; 2001 - $518,300; 2002 - $150,400; 2003 - $44,800;
2004 - $28,900; and $3,200 thereafter. The aggregate amount of time deposits
exceeding $100 at December 31, 1999, approximated $385,600.
As of December 31, 1999 and 1998, One Valley had deposits from related parties
of approximately $67,500 and $77,200. Interest paid on deposits, short-term
borrowings, and long-term borrowings approximated $204,574 in 1999, $200,012 in
1998, and $172,511 in 1997.
- --------------------------------------------------------------------------------
NOTE K PREMISES AND EQUIPMENT
The major categories of premises and equipment and accumulated depreciation are
summarized as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
--------- ---------
<S> <C> <C>
Land ........................... $ 22,138 $ 22,559
Buildings and improvements ..... 102,721 101,022
Equipment ...................... 67,826 64,939
--------- ---------
Total ........................ 192,685 188,520
Less accumulated depreciation .. (93,024) (85,657)
--------- ---------
Premises and equipment--net .. $ 99,661 $ 102,863
========= =========
</TABLE>
One Valley has entered into noncancelable lease agreements (operating leases)
for certain premises and equipment and outside data processing services. The
minimum annual rental commitment under these lease and service agreements,
exclusive of taxes and other charges payable by the lessees, is: 2000 - $6,580;
2001 - $4,970; 2002 - $2,250; 2003 - $890 and 2004 - $740 with $3,410 of
commitments extending beyond 2004.
Total expense under these lease agreements, including cancelable and
noncancelable leases, was $10,453 in 1999, $9,212 in 1998, and $8,300 in 1997.
- --------------------------------------------------------------------------------
NOTE L SHORT-TERM AND LONG-TERM BORROWINGS
Federal funds purchased and securities sold under agreements to repurchase
represent borrowings with maturities primarily from overnight to 90 days. The
securities underlying the repurchase agreements are under the control of One
Valley. Additional details regarding short-term borrowings are set forth below:
<TABLE>
<CAPTION>
Federal Repurchase
Funds Agreements
Purchased and Other
--------- ----------
<S> <C> <C>
1999
Average amount outstanding
during year ................. $ 50,133 $683,047
Maximum amount outstanding
at any month-end ............ 119,281 837,608
Weighted average interest rate:
During year ................. 5.01% 4.66%
End of year ................. 5.99% 5.00%
1998
Average amount outstanding
during year ................. $ 47,912 $666,894
Maximum amount outstanding
at any month-end ............ 91,781 875,880
Weighted average interest rate:
During year ................. 5.47% 4.99%
End of year ................. 4.94% 4.45%
1997
Average amount outstanding
during year ................. $ 33,806 $497,631
Maximum amount outstanding
at any month-end ............ 69,801 609,426
Weighted average interest rate:
During year ................. 5.46% 4.97%
End of year ................. 5.72% 5.06%
</TABLE>
38
<PAGE> 40
Short-term and Long-term Borrowings NOTE L-CONTINUED
Several of One Valley's banking subsidiaries are members of the
Federal Home Loan Bank (FHLB). A benefit of membership in the FHLB is
the availability of short-term and long-term borrowings, in the form
of collateralized advances. The advances are collateralized by U.S.
Treasury and agency securities, other debt securities, and residential
and multi-family mortgage loans. At December 31, 1999, approximately
$82,808 of U.S. Treasury and other debt securities were pledged as
collateral. The available lines of credit for short-term and long-term
borrowings, at prevailing market interest rates, as of December 31,
1999, approximated $1,037,000.
Long-term borrowings of $541,824 and $35,480 at December 31, 1999 and
1998, primarily consist of FHLB advances. The estimated maturities are
as follows: 2000 - $308,341; 2001 - $111,034; 2002 - $91,240; 2003 -
$3,958; 2004 - $6,788 and $20,463 thereafter. The weighted average
interest rate of these advances at December 31, 1999, was 5.46%.
- --------------------------------------------------------------------------------
INCOME TAXES NOTE M
The income tax provisions (benefits) included in the consolidated
statements of income are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal ..................... $ 37,005 $ 34,568 $ 28,282
State ....................... 3,240 3,709 3,930
Deferred Federal and State .... (836) (2,372) 842
-------- -------- --------
Total ......................... $ 39,409 $ 35,905 $ 33,054
======== ======== ========
</TABLE>
Income taxes related to securities gains approximated $40, $450, and
$407 in 1999, 1998, and 1997.
One Valley made income tax payments of approximately $38,020 in 1999,
$32,874 in 1998, and $34,193 in 1997.
Significant components of One Valley's deferred tax assets and
liabilities are as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
------- -------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses ............ $20,877 $20,078
Available-for-sale securities......... 15,626 --
Accrued employee benefits ............ 1,106 2,224
Other ................................ 4,566 4,472
------- -------
Total deferred tax assets........... 42,175 26,774
Deferred tax liabilities:
Loans................................. 6,460 6,685
Available-for-sale securities......... -- 3,988
Premises and equipment................ 2,741 3,059
Other................................. 1,418 1,936
------- -------
Total deferred tax liabilities...... 10,619 15,668
------- -------
Net deferred tax assets........... $31,556 $11,106
======= =======
</TABLE>
- --------------------------------------------------------------------------------
A reconciliation between the amount of reported income tax expense and
the amount computed by applying the statutory federal income tax rate
to income before income taxes is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ----------------- -----------------
Amount Percent Amount Percent Amount Percent
------- ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Computed tax at statutory federal rate................. $42,082 35.0% $38,133 35.0% $33,796 35.0%
Plus: State income taxes, net of federal tax benefits.. 1,979 1.7 2,306 2.1 2,666 2.7
------- ---- ------- ---- ------- ----
44,061 36.7 40,439 37.1 36,462 37.7
Increase (decrease) in taxes resulting from:
Tax-exempt interest.................................. (5,018) (4.2) (4,554) (4.2) (4,535) (4.7)
Other--net........................................... 366 .3 20 0.1 1,127 1.1
------- ---- ------- ---- ------- ----
Actual tax expense................................. $39,409 32.8% $35,905 33.0% $33,054 34.1%
======= ==== ======= ==== ======= ====
</TABLE>
39
<PAGE> 41
NOTE N EMPLOYEE BENEFIT PLANS
One Valley has a defined benefit pension plan covering substantially
all of its employees. One Valley also has a defined benefit
postretirement plan covering all employees who qualify for and elect
to retire with a normal or early retirement benefit under the defined
benefit pension plan. This plan provides medical and dental benefits.
The following table summarizes the benefit obligation and plan asset
activity for each of the plans.
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Change in fair value of plan assets:
Balance at beginning of measurement period......... $61,080 $54,090
Actual return on plan assets....................... 5.083 7,891
Employer contribution.............................. 5,593 1,702
Benefits paid...................................... (3,951) (1,478)
Settlement......................................... (1,125)
Balance at end of measurement period................. 67,805 61,080
Change in benefit obligation:
Balance at beginning of measurement period......... 61,460 55,161 $ 5,198 $ 6,322
Service cost....................................... 2,708 2,632 315 252
Interest cost...................................... 4,158 3,904 377 342
Actuarial (gain) loss.............................. (7,371) 2,356 (495) (1,492)
Benefits paid...................................... (3,951) (1,478) (252) (248)
Settlement......................................... (1,115)
Plan change........................................ (636) 22
------- ------- ------- -------
Balance at end of measurement period................. 56,368 61,460 5,143 5,198
------- ------- ------- -------
Funded status........................................ 11,437 (380) (5,143) (5,198)
Unamortized prior service cost....................... 1,444 2,320 173 185
Unrecognized net actuarial (gain) loss............... (1,088) 6,184 (1,921) (1,493)
Unrecognized net (asset) obligation.................. (1,191) (1,453) 2,840 3,059
------- ------- ------- -------
Prepaid (accrued) benefit cost....................... $10,602 $ 6,671 $(4,051) (3,447)
======= ======= ======= =======
Weighted-average assumptions as of December 31:
Discount rate...................................... 7.75% 6.75% 7.75% 6.75%
Expected return on plan assets..................... 8.50% 8.50%
Rate of compensation increase...................... 4.75% 4.75% 4.75% 4.75%
</TABLE>
Plan assets of the defined benefit pension plan consist primarily of
cash, listed stocks, and U.S. government and agency obligations.
The following table presents the components of net defined benefit
pension and post-retirement benefit plans costs:
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
1999 1998 1997 1999 1998 1997
------ ------ ------ ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Components of net periodic benefit cost:
Service cost........................ $2,708 $2,632 $2,358 $315 $252 $260
Interest cost....................... 4,158 3,904 3,543 377 342 440
Expected return on plan assets...... (5,359) (4,533) (3,275)
Net amortization and deferral....... 153 425 95 178 147 231
------ ------ ------ ---- ---- ----
Benefit cost...................... $1,660 $2,428 $2,721 $870 $741 $931
====== ====== ====== ==== ==== ====
</TABLE>
For measurement purposes, an 8.00% annual rate of increase in the per
capita cost of covered health care benefits was assumed for 2001. The
rate was assumed to decrease gradually to 5.75% for 2002 and remain at
that level thereafter. The health care trend rate assumption does not
have a significant effect on the medical plan; therefore, a one
percentage point change in the trend rate is not material in the
determination of the accumulated postretirement benefit obligation or
the ongoing expense.
FFVA had an Employee Stock Option Plan (ESOP) covering all full-time
employees, over the age of 21, with at least one year of service, and
a Management Stock Bonus Plan (MSBP). The ESOP and MSBP were
terminated in 1998. The total amount charged to compensation expense
related to the ESOP and MSBP for the year ended December 31, 1997, was
$825 and $2,077, respectively.
40
<PAGE> 42
STOCK OPTION PLANS NOTE O
Pursuant to its nonqualified and incentive stock option plans, One
Valley has an aggregate maximum of 1,500,000 shares of common stock
reserved for issuance at December 31, 1999 and 1998. All options
granted have 10-year terms and vest immediately.
The fair value for the options was estimated at the date of grant
using a Black-Scholes option pricing model with the following
weighted-average assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Risk-free interest rate................... 5.2% 4.5% 5.7%
Dividend yields........................... 2.9% 2.5% 3.4%
Volatility factor......................... 0.196 0.193 0.187
Weighted-average life of options.......... 3 yrs. 3 yrs. 4 yrs.
</TABLE>
Pro forma information has not been presented herein because the effect
of applying the fair value method to One Valley's stock-based awards
in 1999, 1998 and 1997 results in net income and net income per common
share that are not materially different from amounts reported herein.
A summary of One Valley's stock option activity and related
information for the years ended December 31 follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------------------- --------------------- ---------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
---------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year......... 1,182,674 $19.59 1,290,056 $16.12 1,495,055 $13.73
Granted.................................. 168,000 37.78 161,900 38.18 167,500 30.60
Exercised................................ (313,881) 13.26 (269,282) 13.17 (372,499) 13.03
--------- --------- ---------
Outstanding at end of year............... 1,036,793 24.52 1,182,674 19.59 1,290,056 16.12
========= ========= =========
Exercisable at end of year............... 1,036,793 24.52 1,182,674 19.59 1,290,056 16.12
========= ===== ========= ===== ========= =====
Weighted-average fair value of options
granted during the year................ $5.66 $5.83 $4.96
</TABLE>
Additional information regarding stock options outstanding and
exercisable at December 31, 1999, is provided in the following table:
<TABLE>
<CAPTION>
Options Outstanding and Exercisable
-----------------------------------
Weighted
Average Weighted
Remaining Average
Contractual Exercise
Prices Shares Life (Years) Price
- ---------------- --------------------------------------------------------
<S> <C> <C> <C>
$7.47 to $9.45 39,853 3 $ 8.90
$11.91 to $16.96 321,210 7 12.89
$18.16 to $22.40 193,766 6 19.33
$30.60 to $38.22 481,964 9 35.65
- ---------------- --------------------------------------------------------
$7.45 to $38.22 1,036,793 8 $24.52
================ ========================================================
</TABLE>
41
<PAGE> 43
NOTE P REGULATORY MATTERS
One Valley and its banking subsidiaries are subject to various
regulatory capital requirements administered by the banking
regulatory agencies. Failure to meet minimum capital requirements
can initiate certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could
have a direct material effect on One Valley's consolidated
financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, One Valley and
each of its banking subsidiaries must meet specific capital
guidelines that involve quantitative measures of One Valley and
each of its banking subsidiaries' assets, liabilities, and certain
off-balance sheet items as calculated under regulatory accounting
practices. One Valley and each of its banking subsidiaries' capital
amounts and classifications are also subject to qualitative
judgments by the regulators about components, risk weightings, and
other factors.
Quantitative measures established by regulation to ensure capital
adequacy require One Valley and each of its banking subsidiaries to
maintain minimum amounts and ratios of total and Tier I capital (as
defined in the regulations) to risk-weighted assets (as defined),
and of Tier I capital (as defined) to average assets (as defined).
One Valley and each of its banking subsidiaries met all capital
adequacy requirements to which they were subject at December 31,
1999.
As of December 31, 1999, the most recent notifications from the
banking regulatory agencies categorized One Valley and each of its
banking subsidiaries as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well
capitalized, One Valley and each of its banking subsidiaries must
maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as set forth in the table below. There are no
conditions or events since these notifications that management
believes have changed the One Valley's category.
The following table sets forth regulatory capital ratios for One
Valley and its significant banking subsidiaries, One Valley Bank,
National Association and One Valley Bank-Central Virginia, NA.
<TABLE>
<CAPTION>
Well
1999 1998 Capitalized Minimum
Amount Ratio Amount Ratio Ratio Ratio
-------------------- ------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Total Capital (to Risk Weighted Assets)
One Valley................................. $586,400 14% $580,900 16% > 10% 8%
One Valley Bank, National Association...... 180,200 12 158,600 12 > 10 8
One Valley Bank-Central Virginia, NA....... 101,700 14 95,700 15 > 10 8
Tier I Capital (to Risk Weighted Assets)
One Valley................................. $534,000 13% $534,200 14% > 6% 4%
One Valley Bank, National Association...... 161,200 10 141,800 11 > 6 4
One Valley Bank-Central Virginia, NA....... 92,800 13 87,900 14 > 6 4
Tier I Capital (to Average Assets)
One Valley................................. $534,000 9% $534,200 9% > 5% 4%
One Valley Bank, National Association...... 161,200 7 141,800 7 > 5 4
One Valley Bank-Central Virginia, NA....... 92,800 8 87,900 7 > 5 4
</TABLE>
42
<PAGE> 44
PARENT COMPANY CONDENSED FINANCIAL INFORMATION NOTE Q
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
1999 1998
-------- --------
<S> <C> <C>
Assets:
Cash................................................. $ -- $ 269
Repurchase agreement with a subsidiary bank.......... 29,007 38,912
Securities:
Available-for-sale................................. 41,790 83,990
Held-to-maturity................................... 6,746 6,754
Premises and equipment............................... 1,285 1,279
Investment in subsidiaries:
Banks.............................................. 484,679 479,768
Non banks.......................................... 7,719 7,243
Other assets......................................... 14,565 6,155
-------- --------
Total assets....................................... $585,791 $624,370
======== ========
Liabilities and Shareholders' equity:
Liabilities:
Short-term borrowings................................ $ 8,459 $ 10,968
Other liabilities.................................... 18,603 17,869
-------- --------
Total liabilities.................................. 27,062 28,837
Shareholders' equity................................. 558,729 595,533
-------- --------
Total liabilities and shareholders' equity......... $585,791 $624,370
======== ========
</TABLE>
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year Ended December 31
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Income:
Dividends from bank subsidiaries...................... $50,360 $86,750 $58,130
Other income.......................................... 8,304 7,856 6,134
------- ------- -------
Total income........................................ 58,664 94,606 64,264
Expenses:
Salaries and employee benefits........................ 10,509 9,387 7,727
Other expenses........................................ 6,793 8,741 8,487
Interest expense...................................... 712 501 479
------- ------- -------
Total expenses...................................... 18,014 18,629 16,693
------- ------- -------
Income before income taxes and equity in
undistributed earnings of subsidiaries.............. 40,650 75,977 47,571
Applicable income tax benefits........................ (4,688) (5,016) (3,716)
------- ------- -------
Income before equity in undistributed earnings
of subsidiaries..................................... 45,338 80,993 51,287
Equity in undistributed earnings (excess
dividends) of subsidiaries.......................... 35,486 (7,948) 12,513
------- ------- -------
Net income.......................................... $80,824 $73,045 $63,800
======= ======= =======
</TABLE>
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Operating Activities:
Net income............................................ $ 80,824 $ 73,045 $ 63,800
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization....................... 148 458 324
(Equity in undistributed earnings) excess
dividends of subsidiaries........................ (35,486) 7,948 (12,513)
Net change in other assets and other
liabilities...................................... (1,926) 1,424 1,471
-------- -------- --------
Net cash provided by operating activities........... 43,560 82,875 53,082
Investing Activities:
Net decrease in loans receivable...................... 14,750 6,250
Purchase of securities:
Available-for-sale.................................. (18,050) (75,759) (8,715)
Held-to-maturity.................................... (6,756)
Proceeds from maturities and sale of securities:
Available-for-sale.................................. 59,216 3,370 4,083
Held-to-maturity.................................... 3,779
Other investments..................................... (5,000)
Investment in subsidiaries............................ (12,668)
Purchase of equipment................................. (487) (722) (387)
-------- -------- --------
Net cash provided by (used in)investing activities.. 35,679 (74,006) 1,231
Financing Activities:
Net change in short-term borrowings................... (2,509) 4,863 312
Proceeds from issuance of common stock................ 5,799 29,895 4,840
Purchase of treasury stock............................ (59,099) (1,505) (27,895)
Cash dividends........................................ (33,604) (30,601) (24,014)
Other................................................. (1,808)
-------- -------- --------
Net cash (used in) provided by
financing activities................................ (89,413) 2,652 (48,565)
-------- -------- --------
(Decrease) increase in cash and cash equivalents...... (10,174) 11,521 5,748
Cash and cash equivalents at beginning of year........ 39,181 27,660 21,912
-------- -------- --------
Cash and cash equivalents at end of year.............. $ 29,007 $ 39,181 $ 27,660
======== ======== ========
</TABLE>
43
<PAGE> 45
NOTE R FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by One Valley in
estimating its fair value disclosures for financial instruments:
CASH AND CASH EQUIVALENTS
The carrying values of cash and cash equivalents approximate their
fair values.
SECURITIES
Fair values of securities are based on quoted market prices, where
available. If quoted market prices are not available, fair values are
based on quoted market prices of comparable instruments.
LOANS
The fair values of fixed rate commercial, mortgage, and consumer loans
are estimated using discounted cash flow analyses at interest rates
currently being offered for loans with similar terms to borrowers of
similar credit quality. For variable-rate loans that reprice
frequently and with no significant change in credit risk, fair values
are based on carrying values.
ACCRUED INTEREST
The carrying value of accrued interest approximates its fair value.
DEPOSITS
The fair values of demand deposits (i.e., interest and non-interest
bearing checking, regular savings, and other types of money market
demand accounts) are, by definition, equal to their carrying values.
Fair values of certificates of deposit are estimated using a
discounted cash flow calculation that applies interest rates currently
being offered on certificates to a schedule of aggregate expected
monthly maturities of time deposits. FASB Statement No. 107 defines
the fair value of demand deposits as the amount payable on demand and
prohibits adjusting fair value for any value derived from retaining
those deposits for an unexpected future period of time (commonly
referred to as a deposit base intangible). Accordingly, the deposit
base intangible is not considered in the estimated fair value of total
deposits at December 31, 1999 and 1998.
SHORT-TERM BORROWINGS
The carrying values of federal funds purchased and securities sold
under agreements to repurchase approximate their fair values.
LONG-TERM BORROWINGS
The fair values of long-term borrowings are estimated using discounted
cash flow analyses based on One Valley's current incremental borrowing
rates for similar types of borrowing arrangements.
OFF-BALANCE SHEET DERIVATIVE FINANCIAL INSTRUMENTS
The fair values for the derivative financial instruments were computed
using discounted cash flows at current interest rates. Unrealized
gains and losses on derivative financial instruments at December 31,
1999 and 1998, were not material.
COMMITMENTS
The fair values of commitments (standby letters of credit and loan
commitments) are estimated based on fees currently charged to enter
into similar agreements, taking into consideration the remaining terms
of the agreements and the counterparties' credit standing. The
estimated fair value of these commitments at December 31, 1999 and
1998, approximates their carrying value.
---------------------------------------------------------------------
The fair values of One Valley's financial instruments are summarized
below:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
-------------------------- -------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Cash and cash equivalents............... $ 405,845 $ 405,845 $ 208,376 $ 208,376
Securities.............................. 1,575,183 1,567,645 1,586,092 1,595,266
Loans................................... 4,337,470 4,290,605 3,938,849 3,969,731
Accrued interest receivable............. 42,012 42,012 40,916 40,916
Deposits................................ 4,573,435 4,558,109 4,552,888 4,563,730
Short-term borrowings................... 850,270 849,453 729,759 730,041
Long-term borrowings.................... 541,824 537,422 35,480 35,806
Accrued interest payable................ 24,117 24,117 18,561 18,561
</TABLE>
44
<PAGE> 46
COMMITMENTS, CONTINGENT LIABILITIES, AND DERIVATIVES NOTE S
In the normal course of business, One Valley offers certain financial
products to its customers to aid them in meeting their requirements
for liquidity and credit enhancement. Generally accepted accounting
principles require that these products be accounted for as contingent
liabilities and, accordingly, they are not reflected in the
accompanying consolidated financial statements. One Valley's exposure
to loss in the event of nonperformance by the counterparty for
commitments to extend credit and standby letters of credit is the
contract or notional amounts of these instruments. Management does not
anticipate any material losses as a result of these commitments and
contingent liabilities. Following is a discussion of these commitments
and contingent liabilities.
STANDBY LETTERS OF CREDIT
These agreements are used by One Valley's customers as a means of
improving their credit standing in their dealings with others. Under
these agreements, One Valley guarantees certain financial commitments
in the event that its customers are unable to satisfy their
obligations. One Valley has issued standby letters of credit of
approximately $25,780 as of December 31, 1999. Management conducts
regular reviews of these commitments on an individual customer basis,
and the results are considered in assessing the adequacy of One
Valley's allowance for loan losses.
LOAN COMMITMENTS
As of December 31, 1999, One Valley had commitments outstanding to
extend credit at prevailing market rates approximating $782,790. These
commitments generally require the customers to maintain certain credit
standards. The amount of collateral obtained, if deemed necessary by
One Valley upon extension of credit, is based on management's credit
evaluation of the customer. Collateral held varies but may include
accounts receivable, inventory, property, plant and equipment, and
income producing commercial properties.
LOANS SOLD WITH RECOURSE
One Valley is contingently liable on certain loans previously sold by
an acquired company. At December 31, 1999, there was approximately
$13,060 in outstanding loans sold with recourse. Pursuant to the terms
of an Indemnity Agreement with the Federal Deposit Insurance
Corporation (FDIC), successor to the obligations of the Resolution
Trust Corporation, the FDIC is obligated to indemnify any and all
costs, losses, liabilities and expenses, including legal fees,
resulting from certain third-party claims.
DERIVATIVES
<TABLE>
<CAPTION>
Remaining
Notional Pay Rate Receive Strike Life
Amounts (1) Rate (1) Rate (Months)
---------- -------- ------- ------ ---------
<S> <C> <C> <C> <C> <C>
Interest Rate Swaps
Pay fixed rate swaps.............. $ 150,000 5.61% 6.22% 43
Receive fixed rate swaps.......... 200,000 5.51 5.21 3
Interest Rate Cap................. 50,000 6.00% 19
</TABLE>
(1) The weighted average rates are those in effect in the specified
contracts at December 31, 1999. The contribution of derivatives to net
interest income for the years ended December 31, 1999 and 1998, was
not material.
45
<PAGE> 47
NOTE T QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarterly financial data for 1999 and 1998 is summarized below:
<TABLE>
<CAPTION>
1999 1998
Three Months Ended Three Months Ended
March 31 June 30 Sept 30 Dec 31 March 31 June 30 Sept 30 Dec 31
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income............ $105,966 $111,281 $113,089 $115,017 $100,086 $104,290 $108,237 $107,406
Interest expense........... 48,111 51,351 54,071 56,597 48,113 49,372 51,669 50,141
-------- -------- -------- -------- -------- -------- -------- --------
Net interest income...... 57,855 59,930 59,018 58,420 51,973 54,918 56,568 57,265
Provision for loan losses.. 2,116 2,339 2,325 2,340 2,594 2,294 2,593 2,582
-------- -------- -------- -------- -------- -------- -------- --------
Net interest income after
provision for loan losses 55,739 57,591 56,693 56,080 49,379 52,624 53,975 54,683
Other income, excluding
securities gains......... 16,254 17,235 17,880 16,709 13,807 14,417 15,061 15,823
Securities transactions.... 403 -- (303) -- 537 186 266 136
Other expenses............. 42,541 43,983 43,659 43,865 38,267 40,161 40,908 42,608
-------- -------- -------- -------- -------- -------- -------- --------
Income before income taxes. 29,855 30,843 30,611 28,924 25,456 27,066 28,394 28,034
Applicable income taxes.... 9,912 10,214 10,091 9,192 8,945 9,047 9,409 8,504
-------- -------- -------- -------- -------- -------- -------- --------
Net income............... $ 19,943 $ 20,629 $ 20,520 $ 19,732 $ 16,511 $ 18,019 $ 18,985 $ 19,530
======== ======== ======== ======== ======== ======== ======== ========
Average shares outstanding:
Basic.................... 34,569 33,876 33,429 33,399 31,836 32,754 34,058 34,736
Diluted.................. 34,940 34,248 33,736 33,688 32,553 33,434 34,635 35,252
Per share data:
Net income:
Basic.................. $ .58 $ .61 $ .61 $ .59 $ .52 $ .55 $ .56 $ .56
Diluted................ .57 .60 .61 .59 .51 .54 .55 .55
Dividends................ .24 .24 .26 .26 .21 .21 .24 .24
Market Price:
High................... 35.13 40.00 39.38 36.75 38.81 40.13 36.31 34.00
Low.................... 29.88 34.00 33.50 29.63 33.75 33.25 29.50 28.75
</TABLE>
46
<PAGE> 48
-----------
REPORT OF
INDEPENDENT
AUDITORS
-----------
The Board of Directors and Shareholders
One Valley Bancorp, Inc.
We have audited the accompanying consolidated balance sheets of One
Valley Bancorp, Inc. and subsidiaries (One Valley) as of December 31,
1999 and 1998, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1999. These financial statements are the
responsibility of One Valley's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We did not audit the 1997 consolidated financial statements of FFVA
Financial Corporation and subsidiary (FFVA) which statements reflect
total income constituting 11% of the 1997 consolidated total. Those
statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to data
included for FFVA, is based solely on the report of the other
auditors.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the
report of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and, for 1997, the report of other
auditors, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of One Valley Bancorp, Inc. and subsidiaries at December 31,
1999 and 1998, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
Charleston, West Virginia
January 18, 2000, except for
Note B, the date as to which
is February 7, 2000
47
<PAGE> 49
Six-Year Net Interest Income Summary
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
(Dollars in thousands)
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995 1994
% OF % OF % OF % OF % OF % OF
TOTAL TOTAL TOTAL TOTAL TOTAL TOTAL
INTEREST INTEREST INTEREST INTEREST INTEREST INTEREST
$ INCOME $ INCOME $ INCOME $ INCOME $ INCOME $ INCOME
------------- ------------- -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Income(*):
Loans:
Taxable.................. 340,635 75.0 315,172 73.6 276,520 71.8 262,354 72.7 242,174 74.1 210,775 73.3
Tax-exempt............... 5,269 1.1 4,162 1.0 4,600 1.2 4,328 1.2 3,774 1.1 3,618 1.3
------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total loans............ 345,904 76.1 319,334 74.6 281,120 73.0 266,682 73.9 245,948 75.2 214,393 74.6
Securities
Taxable.................. 86,408 19.0 88,136 20.6 83,458 21.7 75,956 21.1 62,813 19.2 56,526 19.6
Tax-exempt............... 20,565 4.6 19,071 4.4 18,466 4.8 17,040 4.7 15,941 4.9 15,497 5.4
------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total securities....... 106,973 23.6 107,207 25.0 101,924 26.5 92,996 25.8 78,754 24.1 72,023 25.0
Funds sold & other......... 1,518 0.3 1,610 0.4 1,789 0.5 947 0.3 2,253 0.7 1,037 0.4
------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total interest income.. 454,395 100.0 428,151 100.0 384,833 100.0 360,625 100.0 326,955 100.0 287,453 100.0
Interest Expense:
Deposits................... 159,229 35.0 160,877 37.5 148,026 38.5 138,247 38.3 123,753 37.9 99,115 34.5
Short-term borrowings...... 34,357 7.6 35,841 8.4 25,466 6.6 21,076 5.9 15,851 4.8 9,380 3.3
Long-term borrowings....... 16,544 3.6 2,577 0.6 3,418 0.9 1,144 0.3 688 0.2 1,185 0.4
------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Total interest expense. 210,130 46.2 199,295 46.5 176,910 46.0 160,467 44.5 140,292 42.9 109,680 38.2
------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Tax equivalent
net interest income........ 244,265 53.8 228,856 53.5 207,923 54.0 200,158 55.5 186,663 57.1 177,773 61.8
Tax equivalent adjustment.... 9,042 2.0 8,132 1.9 8,073 2.1 7,479 2.1 6,900 2.1 6,690 2.3
------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Net interest income.......... 235,223 51.8 220,724 51.6 199,850 51.9 192,679 53.4 179,763 55.0 171,083 59.5
======= ===== ======= ===== ======= ===== ======= ===== ======= ===== ======= =====
SUMMARY OF AVERAGE RATES
EARNED & PAID(*)
Taxable loans................ 8.25% 8.64% 8.82% 8.87% 9.03% 8.54%
Tax-exempt loans............. 9.33 9.78 9.95 9.89 11.11 10.51
Net loans.................. 8.37 8.77 8.97 9.02 9.19 8.71
Taxable securities........... 6.17 6.41 6.72 6.66 6.37 5.72
Tax-exempt securities........ 7.96 7.99 8.16 8.32 8.52 8.80
Total securities........... 6.45 6.64 6.94 6.91 6.71 6.19
Funds sold & deposits........ 4.88 5.39 4.91 4.47 5.85 2.60
Total earning assets....... 7.81% 8.10% 8.29% 8.34% 8.41% 7.84%
Time & savings deposits...... 3.98 4.26 4.31 4.23 4.15 3.46
Short-term borrowings........ 4.69 5.02 4.99 4.90 5.08 3.67
Long-term borrowings......... 5.40 6.02 6.53 5.21 3.62 5.17
Total interest cost........ 4.17 4.40 4.42 4.31 4.24 3.49
Total cost of all funds.... 3.61 3.77 3.81 3.71 3.61 2.99
Net interest margin...... 4.20% 4.33% 4.48% 4.63% 4.80% 4.85%
</TABLE>
(*) Interest income and yields are computed on a fully taxable equivalent basis
using the rate of 35%.
48
<PAGE> 50
Six-Year Operating Income Summary
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995 1994
% OF % OF % OF % OF % OF % OF
ADJUSTED ADJUSTED ADJUSTED ADJUSTED ADJUSTED ADJUSTED
OPERATING OPERATING OPERATING OPERATING OPERATING OPERATING
$ INCOME $ INCOME $ INCOME $ INCOME $ INCOME $ INCOME
------------- ------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income............. 445,353 86.7 420,019 87.5 376,760 88.5 353,146 89.3 320,055 89.2 280,763 88.2
Interest expense............ 210,130 40.9 199,295 41.5 176,910 41.6 160,467 40.5 140,292 39.1 109,680 34.5
------- ---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ----
Net interest income......... 235,223 45.8 220,724 46.0 199,850 46.9 192,679 48.8 179,763 50.1 171,083 53.7
Provision for loan losses... 9,120 1.8 10,063 2.1 7,531 1.8 5,264 1.3 5,887 1.6 5,388 1.7
------- ---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ----
Net interest income after
provision for loan losses. 226,103 44.0 210,661 43.9 192,319 45.1 187,415 47.5 173,876 48.5 165,695 52.0
Other Income:
Trust Department income... 13,957 2.7 11,675 2.4 10,228 2.4 9,322 2.4 8,203 2.3 7,892 2.5
Service charges on
deposit accounts........ 20,987 4.1 19,408 4.0 15,511 3.7 14,934 3.8 14,109 3.9 11,441 3.6
Other service
charges and fees........ 26,824 5.2 22,742 4.8 17,138 4.0 14,275 3.6 12,346 3.5 13,671 4.3
Other operating income.... 6,310 1.3 5,283 1.1 4,959 1.2 3,744 0.9 3,826 1.1 5,319 1.7
Securities transactions... 100 0.0 1,125 0.2 1,018 0.2 (162) (0.0) 144 0.0 (849 (0.3)
------- ---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ----
Total other income...... 68,178 13.3 60,233 12.5 48,854 11.5 42,113 10.7 38,628 10.8 37,474 11.8
Operating Expenses:
Salaries & benefits....... 86,907 16.9 80,180 16.7 74,234 17.4 70,408 17.8 67,022 18.7 67,079 21.0
Occupancy expense......... 10,020 2.0 8,555 1.8 7,614 1.8 7,380 1.9 6,777 1.9 6,937 2.2
Equipment expense......... 12,789 2.5 11,606 2.4 9,377 2.2 9,683 2.4 9,233 2.6 8,468 2.7
External computer......... 10,810 2.1 10,012 2.1 9,115 2.1 6,632 1.7 6,073 1.6 5,981 1.9
Other expense............. 53,522 10.4 51,591 10.7 43,979 10.3 46,881 11.9 39,570 11.0 39,187 12.4
------- ---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ----
Total operating expenses 174,048 33.9 161,944 33.7 144,319 33.8 140,984 35.7 128,675 35.8 127,652 40.2
------- ---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ----
Income before tax........... 120,233 23.4 108,950 22.7 96,854 22.8 88,544 22.5 83,829 23.5 75,517 23.6
Applicable income taxes..... 39,409 7.7 35,905 7.5 33,054 7.8 29,926 7.6 28,249 7.9 24,603 7.7
------- ---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ----
Net income.................. 80,824 15.7 73,045 15.2 63,800 15.0 58,618 14.9 55,580 15.6 50,914 15.9
======= ==== ======= ==== ======= ==== ======= ==== ======= ==== ======= ====
</TABLE>
(*) Adjusted operating income equals interest income plus other income.
<TABLE>
<CAPTION>
PER SHARE SUMMARY 1999 1998 1997 1996 1995 1994
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income:
Basic.................. 2.39 2.19 2.00 1.80 1.69 1.54
Diluted................ 2.37 2.15 1.95 1.76 1.67 1.53
Cash dividends........... 1.00 0.90 0.80 0.74 0.66 0.60
Stock dividends.......... 0 0 25% 25% 0 0
Basic average shares..... 33,810,000 33,356,000 31,921,000 32,600,000 32,934,000 33,059,000
Diluted average shares... 34,164,000 33,940,000 32,686,000 33,221,000 33,203,000 33,219,000
</TABLE>
49
<PAGE> 51
Six-Year Average Balance Sheet Summary
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
(Daily averages in thousands)
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995 1994
% OF % OF % OF % OF % OF % OF
$ TOTAL $ TOTAL $ TOTAL $ TOTAL $ TOTAL $ TOTAL
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Loans:
Taxable.................... 4,129,529 66 3,648,141 65 3,134,255 63 2,959,033 64 2,682,862 64 2,468,354 63
Tax-exempt................. 56,481 1 42,563 1 46,208 1 43,740 1 33,977 1 34,430 1
--------- --- --------- --- --------- --- --------- --- --------- --- --------- ---
Total loans.............. 4,186,010 67 3,690,704 66 3,180,463 64 3,002,773 65 2,716,839 65 2,502,784 64
Less: Allowance for
losses................... 53,837 1 49,635 1 45,311 1 44,612 1 41,946 1 40,275 1
--------- --- --------- --- --------- --- --------- --- --------- --- --------- ---
Total loans-net.......... 4,132,173 66 3,641,069 65 3,135,152 63 2,958,161 64 2,674,893 64 2,462,509 63
Investment Securities:
Taxable.................... 1,399,457 23 1,374,913 24 1,241,684 25 1,140,759 25 986,821 24 988,366 25
Tax-exempt................. 258,224 4 238,694 4 226,223 5 204,742 4 187,180 4 176,079 4
--------- --- --------- --- --------- --- --------- --- --------- --- --------- ---
Total securities......... 1,657,681 27 1,613,607 28 1,467,907 30 1,345,501 29 1,174,001 28 1,164,445 29
Federal funds sold & other... 31,078 1 29,889 1 36,401 1 21,176 0 38,540 1 39,833 1
--------- --- --------- --- --------- --- --------- --- --------- --- --------- ---
Total earning assets..... 5,820,932 94 5,284,565 94 4,639,460 94 4,324,838 93 3,887,434 93 3,666,787 93
Other assets................. 397,076 6 363,601 6 306,045 6 301,069 7 281,439 7 276,161 7
--------- --- --------- --- --------- --- --------- --- --------- --- --------- ---
Total assets............. 6,218,008 100 5,648,166 100 4,945,505 100 4,625,907 100 4,168,873 100 3,942,948 100
========= === ========= === ========= === ========= === ========= === ========= ===
LIABILITIES &
SHAREHOLDERS' EQUITY
Interest Bearing Liabilities:
Time & savings deposits.... 4,000,380 64 3,772,657 67 3,436,380 70 3,271,770 71 2,980,725 71 2,860,705 73
Short-term borrowings...... 733,180 12 714,088 12 510,014 10 429,708 9 312,195 8 255,503 6
Long-term borrowings....... 306,636 5 42,814 1 52,315 1 21,951 0 19,026 0 22,931 1
--------- --- --------- --- --------- --- --------- --- --------- --- --------- ---
Total interest bearing
liabilities............ 5,040,196 81 4,529,559 80 3,998,709 81 3,723,429 80 3,311,946 79 3,139,139 80
Demand deposits.............. 556,188 9 510,910 9 410,203 8 384,817 8 380,996 9 412,016 10
Other liabilities............ 50,598 1 49,408 1 48,995 1 46,218 1 37,117 1 31,827 1
--------- --- --------- --- --------- --- --------- --- --------- --- --------- ---
Total Liabilities........ 5,646,982 91 5,089,877 90 4,457,907 90 4,154,464 89 3,730,059 89 3,582,982 91
Shareholders' equity......... 571,026 9 558,289 10 487,598 10 471,443 11 438,814 11 359,966 9
--------- --- --------- --- --------- --- --------- --- --------- --- --------- ---
Total liabilities &
shareholders' equity... 6,218,008 100 5,648,166 100 4,945,505 100 4,625,907 100 4,168,873 100 3,942,948 100
========= === ========= === ========= === ========= === ========= === ========= ===
</TABLE>
50
<PAGE> 52
PHYLLIS H. ARNOLD ------------
Senior Executive Vice President DIRECTORS OF
Chief Operating Officer
One Valley Bancorp, Inc. ONE VALLEY
President & Chief Executive Officer
One Valley Bank, N.A. BANCORP
------------
CHARLES M. AVAMPATO
President
Clay Foundation, Inc.
DENNIS M. BONE
President & Chief Executive Officer
Bell Atlantic - West Virginia, Inc.
JAMES K. BROWN
Attorney
Jackson & Kelly PLLC
JAMES K. CANDLER
President
Candler Oil Company, Inc.
NELLE RATRIE CHILTON
Vice President and Director
Dickinson Fuel Company, Inc.
and TerraCo., Inc.
H. RODGIN COHEN
Attorney
Sullivan & Cromwell
JAMES L. DAVIDSON, JR.
Chairman of the Board
One Valley Bank-Central
Virginia, N.A.
RAY MARSHALL EVANS, JR.
President,
Dickinson Company, LLC
Chesapeake Mining Company
and Hubbard Properties, Inc.
Vice President, Geary Securities
BOB M. JOHNSON
Vice Chairman of the Board
One Valley Bank-Central Virginia,
N.A.
ROBERT E. KAMM, JR.
Senior Vice President
One Valley Bancorp, Inc.
President & Chief Executive Officer
One Valley Bank-South, Inc.
JOHN D. LYNCH
Vice President
Davis Lynch Glass Co.
EDWARD H. MAIER
President
General Corporation
JOHN F. MORK
President, Chief Executive Officer
& Director Energy Corporation
of America
J. HOLMES MORRISON
Chairman of the Board
President & Chief Executive Officer
One Valley Bancorp, Inc.
Chairman of the Board
One Valley Bank, N.A.
CHARLES R. NEIGHBORGALL, III
President
The Neighborgall Construction
Company
JOHN L. D. PAYNE
President
Payne-Gallatin Mining Co.
LACY I. RICE, JR.
Vice Chairman of the Board
One Valley Bancorp, Inc.
Attorney Bowles, Rice, McDavid,
Graff & Love PLLC
WILLIAM A. RICE, JR.
President Airgas, Inc.
BRENT D. ROBINSON
Senior Vice President
One Valley Bancorp, Inc.
President & Chief Executive Officer
One Valley Bank-East, NA.
W. LOWRIE TUCKER, III
President & Chief Executive Officer
One Valley Bank-Shenandoah
J. LEE VAN METRE, JR.
Attorney
Steptoe & Johnson
RICHARD B. WALKER
Chairman of the Board and CEO
Cecil I. Walker Machinery Co.
EDWIN H. WELCH
President
University of Charleston
JOHN H. WICK, III
Vice President
Dickinson Fuel Company, Inc.
THOMAS D. WILKERSON
Senior Agent
Northwestern Mutual Life
Insurance Co.
HONORARY MEMBERS
Robert F. Baronner
James Gabriel
Thomas E. Goodwin
Cecil B. Highland, Jr.
Robert O. Orders, Sr.
Angus E. Peyton
James W. Thompson
J. HOLMES MORRISON ---------------
Chairman of the Board, President ONE VALLEY
and Chief Executive Officer
BANCORP
PHYLLIS H. ARNOLD
Senior Executive Vice President and SENIOR
Chief Operating Officer
MANAGEMENT
FREDERICK H. BELDEN, JR. ---------------
Executive Vice President and
Assistant Secretary
LAURANCE G. JONES
Executive Vice President and
Chief Financial Officer
ROY EON
Senior Vice President and
Chief Operations Officer
BRIAN J. FOX
Senior Vice President and
Chief Technology Officer
ROBERT E. KAMM, JR.
Senior Vice President
WILLIAM M. KIDD
Senior Vice President - Credit Policy
and Loan Administration
MERRELL S. MCILWAIN II
Senior Vice President,
General Counsel and Secretary
HAROLD E. NEELY, JR.
Senior Vice President
TERRY T. PUSTER
Senior Vice President
BRENT D. ROBINSON
Senior Vice President
JOHN F. SAPP
Senior Vice President
W. DAN STEGALL
Senior Vice President
KENNETH R. SUMMERS
Senior Vice President
JOHN RANDY VALENTINE
Senior Vice President
JAMES A. WINTER
Senior Vice President and
Chief Accounting Officer
JACK B. YOUNG
Senior Vice President
ANTHONY N. CILIBERTI
General Auditor
51
<PAGE> 53
- -----------
SHAREHOLDER
INFORMATION
- -----------
MARKET REGISTRATION
One Valley is registered on the New York Stock Exchange under the symbol
"OV".
CORPORATE HEADQUARTERS
One Valley Bancorp, Inc.
One Valley Square
P.O. Box 1793
Charleston, WV 25326
INTERNET ADDRESS:
www.onevalley.com
FINANCIAL STATEMENTS
During the year, One Valley distributes four interim quarterly financial
reports and an annual report. Additionally, One Valley files an annual report
with the Securities and Exchange Commission on Form 10-K and quarterly reports
on Form 10-Q. A copy of the reports may be obtained without charge upon written
request to:
Rebecca W. Prokity,
Investor Relations Manager
One Valley Bancorp
P.O. Box 1793
Charleston, WV 25326
NUMBER OF SHAREHOLDERS
There were approximately 8,500 shareholders of record of One Valley Common
Stock at December 31, 1999.
STOCK TRANSFER AGENT
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
DIVIDEND REINVESTMENT PLAN
One Valley Bancorp maintains a dividend reinvestment plan. Shareholders may
increase their ownership in One Valley by automatically reinvesting their
quarterly dividends into additional shares of common stock. There are no
commission costs or administration charges to the shareholder. Shareholders can
enroll in the Dividend Reinvestment Plan by contacting :
Linda S. Dugan,
Shareholder Relations Representative,
at (304) 348-7023.
CONTACTS
Analysts, portfolio managers, and others seeking financial information
about One Valley Bancorp, Inc. should contact:
Laurance G. Jones,
Executive Vice President and Chief Financial Officer,
at (304) 348-7062 or
Rebecca W. Prokity,
Investor Relations Manager,
at (304) 348-7207.
News media representatives and others seeking general information should
contact:
Terry Puster,
Senior Vice President,
at (304) 348-1442.
Shareholders seeking assistance should contact:
Linda S. Dugan,
Shareholder Relations Representative,
at (304) 348-7023.
INDEPENDENT AUDITORS
Ernst & Young LLP
900 United Center
Charleston, West Virginia 25301
- ---------
AFFILIATE
MARKETS
- ---------
[MAP GRAPHIC]
52
<PAGE> 54
{ONE VALLEY BANCORP LOGO}
P.O. Box 1793 o Charleston, West Virginia 25326 o (304)348-7000
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF REGISTRANT
1) One Valley Bank, National Association, a national banking association
organized under the laws of the United States of America.
2) One Valley Bank of Huntington, Inc., a West Virginia banking
corporation.
3) One Valley Bank of Mercer County, Inc., a West Virginia banking
corporation.
4) One Valley Bank-East, National Association, a national banking
association organized under the laws of the United States of America.
5) One Valley Bank, Inc., a West Virginia banking corporation.
6) One Valley Bank-South, Inc., a West Virginia banking corporation.
7) One Valley Bank-North, Inc., a West Virginia banking corporation.
8) One Valley Bank-Central Virginia, National Association, a national
banking association organized under the laws of the United States of
America.
9) One Valley Bank-Shenandoah, a Virginia banking corporation.
10) One Valley Square, Inc., a Texas corporation.
<PAGE> 1
EXHIBIT 23A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report
(Form 10-K) of One Valley Bancorp, Inc., of our report dated January 18, 2000,
included in the 1999 Annual Report to Shareholders of One Valley Bancorp, Inc.
We also consent to the incorporation by reference in the Registration
Statements, pertaining to the Amended 1983 Incentive Stock Option Plan (Form
S-8, No. 2-90738) and pertaining to the 1993 Incentive Stock Option Plan (Form
S-8, No. 33-66700) of One Valley Bancorp, Inc., of our report dated January 18,
2000, with respect to the consolidated financial statements of One Valley
Bancorp, Inc. and Subsidiaries incorporated by reference in the Annual Report on
Form 10-K for the year ended December 31, 1999.
/s/ Ernst & Young LLP
Charleston, West Virginia
March 20, 2000
<PAGE> 1
EXHIBIT 23B
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Form S-8, Nos. 2-90738 and 33-66700) of One Valley Bancorp, Inc. of
our report dated January 30, 1998, relating to the consolidated statement of
financial condition of FFVA Financial Corporation and subsidiary as of December
31, 1997, and the related consolidated statement of income, changes in
stockholders' equity and cash flows for the year ended December 31, 1997, which
report appears in this December 31, 1999 annual report on Form 10-K of One
Valley Bancorp, Inc.
/s/ Cherry, Bekaert & Holland, L.L.P.
Lynchburg, Virginia
March 23, 2000
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and statements of income of One Valley Bancorp as
well as supplemental schedules of the analysis of loan losses and non-performing
assets and the consolidated average balance sheets and is qualified in its
entirety by reference of such financial statements and supplemental schedules.
</LEGEND>
<CIK> 0000351616
<NAME> One Valley Bancorp, Inc.
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1999 JAN-01-1998 JAN-01-1997
<PERIOD-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<CASH> 214,535 155,226 127,012
<INT-BEARING-DEPOSITS> 5,720 3,150 2,162
<FED-FUNDS-SOLD> 185,590 50,000 20,310
<TRADING-ASSETS> 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 1,288,853 1,307,825 1,216,749
<INVESTMENTS-CARRYING> 286,330 278,267 352,272
<INVESTMENTS-MARKET> 278,792 287,441 359,369
<LOANS> 4,391,626 3,991,121 3,302,536
<ALLOWANCE> 54,156 52,272 45,048
<TOTAL-ASSETS> 6,583,061 5,963,580 5,161,486
<DEPOSITS> 4,573,435 4,552,888 3,934,174
<SHORT-TERM> 850,270 729,759 623,480
<LIABILITIES-OTHER> 58,803 49,920 51,307
<LONG-TERM> 541,824 35,480 48,875
0 0 0
0 0 0
<COMMON> 394,491 391,352 363,306
<OTHER-SE> 164,238 204,181 140,344
<TOTAL-LIABILITIES-AND-EQUITY> 6,583,061 5,963,580 5,161,486
<INTEREST-LOAN> 344,060 317,877 279,510
<INTEREST-INVEST> 99,775 100,532 95,461
<INTEREST-OTHER> 1,518 1,610 1,789
<INTEREST-TOTAL> 445,353 420,019 376,760
<INTEREST-DEPOSIT> 159,229 160,877 148,026
<INTEREST-EXPENSE> 210,130 199,295 176,910
<INTEREST-INCOME-NET> 235,223 220,724 199,850
<LOAN-LOSSES> 9,120 10,063 7,531
<SECURITIES-GAINS> 100 1,125 1,018
<EXPENSE-OTHER> 174,048 161,944 144,319
<INCOME-PRETAX> 120,233 108,950 96,854
<INCOME-PRE-EXTRAORDINARY> 120,233 108,950 96,854
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 80,824 73,045 63,800
<EPS-BASIC> 2.39 2.19 2.00
<EPS-DILUTED> 2.37 2.15 1.95
<YIELD-ACTUAL> 4.20 4.33 4.48
<LOANS-NON> 11,640 9,566 9,860
<LOANS-PAST> 4,959 7,467 6,275
<LOANS-TROUBLED> 0 0 0
<LOANS-PROBLEM> 0 0 0
<ALLOWANCE-OPEN> 52,272 45,048 45,055
<CHARGE-OFFS> 9,392 8,695 9,837
<RECOVERIES> 2,156 2,027 2,299
<ALLOWANCE-CLOSE> 54,156 52,272 45,048
<ALLOWANCE-DOMESTIC> 54,156 52,272 45,048
<ALLOWANCE-FOREIGN> 0 0 0
<ALLOWANCE-UNALLOCATED> 0 0 0
</TABLE>
<PAGE> 1
EXHIBIT 99B
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
FFVA Financial Corporation
Lynchburg, Virginia
We have audited the consolidated statements of financial condition of FFVA
Financial Corporation and Subsidiary as of December 31, 1997, and the related
consolidated statement of changes in stockholders' equity, income, and cash
flows for the year ended December 31, 1997 (not presented separately herein).
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of FFVA Financial
Corporation and Subsidiary as of December 31, 1997, and the results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.
/s/ Cherry, Bekaert & Holland, L.L.P.
Lynchburg, Virginia
January 30, 1998
