<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1995 COMMISSION FILE NUMBER
0-6159
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 63-0589368
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
417 North 20th Street, Birmingham, Alabama 35202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (334) 832-8450
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to the filing requirements for at least
the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, $.625 Par Value-44,796,909 shares outstanding
as of April 30, 1995
<PAGE>
REGIONS FINANCIAL CORPORATION
INDEX
Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statement of Condition -
March 31, 1995, December 31, 1994
and March 31, 1994 2
Consolidated Statement of Income -
Three months ended March 31, 1995 and
March 31, 1994 3
Consolidated Statement of Cash Flows -
Three months ended March 31, 1995 and
March 31, 1994 4
Notes to Consolidated Financial Statements -
March 31, 1995 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 4. Submissions of Matters to a Vote of Security
Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CONDITION
(DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED)
<TABLE>
March 31 December 31 March 31
1995 1994 1994
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 508,923 $ 551,084 $ 433,921
Interest-bearing deposits in
other banks 13,594 630 894
Investment securities 1,860,811 1,948,675 1,950,500
Securities available for sale 646,599 660,513 672,572
Trading account assets 17,797 24,853 8,272
Mortgage loans held for sale 52,853 104,471 229,888
Federal funds sold and securities
purchased under agreement to resell 1,632 45,074 79,944
Loans 9,250,989 9,043,467 7,146,278
Unearned income (24,379) (25,665) (31,858)
Loans, net of unearned income 9,226,610 9,017,802 7,114,420
Allowance for loan losses (122,619) (116,988) (107,368)
Net Loans 9,103,991 8,900,814 7,007,052
Premises and equipment 175,181 160,801 148,609
Interest receivable 90,407 88,339 75,004
Due from customers on acceptances 86,630 110,520 71,095
Other assets 268,377 243,546 212,360
$12,826,795 $12,839,320 $10,890,111
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest-bearing $ 1,393,322 $ 1,450,330 $ 1,194,177
Interest-bearing 8,937,993 8,642,805 7,986,626
Total Deposits 10,331,315 10,093,135 9,180,803
Borrowed funds:
Short-term borrowings:
Federal funds purchased and
securities sold under agreement
to repurchase 745,065 991,214 112,467
Commercial paper 17,600 18,600 17,000
Other short-term borrowings 725 1,727 3,806
Total Short-term Borrowings 763,390 1,011,541 133,273
Long-term borrowings 488,292 519,238 450,174
Total Borrowed Funds 1,251,682 1,530,779 583,447
Bank acceptances outstanding 86,630 110,520 71,095
Other liabilities 113,861 91,016 139,363
Total Liabilities 11,783,488 11,825,450 9,974,708
Stockholders' Equity:
Common Stock, par value $.625 a share:
Authorized - 120,000,000 shares
Issued, including treasury stock -
46,354,047; 46,482,811; and
44,758,179 shares, respectively 28,971 29,052 27,974
Surplus 426,723 430,981 389,792
Undivided profits 603,232 577,901 505,391
Treasury stock, at cost - 1,474,579
shares in 1995 and 1994 (12,441) (12,441) (12,441)
Unearned restricted stock (799) (966) (1,409)
Unrealized (loss)gain on securities
available for sale, net of taxes (2,379) (10,657) 6,096
Total Stockholders' Equity 1,043,307 1,013,870 915,403
$12,826,795 $12,839,320 $10,890,111
</TABLE>
See notes to consolidated financial statements.
<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<TABLE>
Three Months Ended
March 31
1995 1994
<S> <C> <C>
Interest Income:
Interest and fees on loans $191,107 $133,993
Interest on securities:
Taxable interest income 37,680 36,885
Tax-exempt interest income 3,527 3,360
Total Interest on Securities 41,207 40,245
Interest on mortgage loans held
for sale 1,738 3,519
Income on federal funds sold
and securities purchased under
agreement to resell 199 961
Interest on time deposits in
other banks 265 59
Interest on trading account assets 79 17
Total Interest Income 234,595 178,794
Interest Expense:
Interest on deposits 97,517 67,968
Interest on short-term borrowings 11,628 1,205
Interest on long-term borrowings 8,427 7,296
Total Interest Expense 117,572 76,469
Net Interest Income 117,023 102,325
Provision for loan losses 5,083 4,674
Net Interest Income After Provision
for Loan Losses 111,940 97,651
Non-Interest Income:
Trust department income 6,059 5,055
Service charges on deposit accounts 13,976 11,848
Mortgage servicing and origination fees 8,801 10,652
Securities gains (losses) - 280
Other 7,618 9,749
Total Non-Interest Income 36,454 37,584
Non-Interest Expense:
Salaries and employee benefits 46,915 43,007
Net occupancy expense 5,281 5,185
Furniture and equipment expense 5,519 5,255
Other 29,656 30,079
Total Non-Interest Expense 87,371 83,526
Income Before Income Taxes 61,023 51,709
Applicable income taxes 20,813 17,036
Net Income $ 40,210 $ 34,673
Average number of shares outstanding 44,797 43,279
Per share:
Net income $.90 $.80
Cash dividends declared $.33 $.30
</TABLE>
See notes to consolidated financial statements.
<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED)
<TABLE>
Three Months Ended
March 31
1995 1994
<S> <C> <C>
Operating Activities:
Net income $ 40,210 $ 34,673
Adjustments to reconcile net cash provided
by operating activities:
Depreciation and amortization of premises and
equipment 4,397 4,357
Provision for loan losses 5,083 4,674
Net (accretion) amortization of securities (56) 2,475
Amortization of loans and other assets 5,198 4,450
Amortization of deposits and borrowings (1,680) (1,680)
Provision for losses on other real estate 0 184
Deferred income taxes 3,161 (5,162)
(Gain) on sale of premises and equipment (8) (287)
Realized security (gains) 0 (280)
Decrease in trading account assets 7,056 12,096
Decrease in mortgages held for sale 51,618 55,777
(Increase) in interest receivable (1,571) (7,516)
(Increase) in other assets (26,003) (10,860)
Increase in other liabilities 12,996 29,062
Other 141 145
Net Cash Provided By Operating Activities 100,542 122,108
Investing Activities:
Net (increase) in loans (112,624) (279,385)
Proceeds from sale of securities 0 17,910
Proceeds from maturity of investment securities 125,401 528,194
Proceeds from maturity of securities available
for sale 28,361 1,761
Purchase of investment securities (33,680) (686,855)
Purchase of securities available for sale 0 (108,426)
Net (increase) decrease in interest-bearing
deposits in other banks (12,959) 10,137
Proceeds from sale of premises and equipment 76 520
Purchase of premises and equipment (12,699) (12,993)
Net decrease in customers' acceptance liability 23,890 4,818
Net cash received in acquisition 6,142 0
Net Cash Provided (Used) By Investing Activities 11,908 (524,319)
Financing Activities:
Net increase in deposits 142,063 411,206
Net (decrease) in short-term borrowings (248,501) (70,488)
Proceeds from long-term borrowings 0 1,606
Payments on long-term borrowings (34,363) (13,711)
Net (decrease) in bank acceptance liability (23,890) (4,818)
Issuance of stock for acquisitions 0 35,736
Cash dividends (14,879) (12,319)
Purchase of treasury stock for acquisitions (18,839) (121)
Proceeds from exercise of stock options 356 229
Net Cash (Used) Provided By Financing
Activities (198,053) 347,320
(Decrease) In Cash And Cash Equivalents (85,603) (54,891)
Cash and Cash Equivalents, Beginning of Period 596,158 568,756
Cash And Cash Equivalents, End of Period $ 510,555 $ 513,865
</TABLE>
See notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
NOTE A -- Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions for Form 10-Q,
and, therefore, do not include all information and footnotes
necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted
accounting principles. For a summary of significant accounting
policies that have been consistently followed, see NOTE A to the
Consolidated Financial Statements included in the 1994 Annual Re-
port to Stockholders previously filed as Exhibit 13 to Form 10-K.
It is management's opinion that all adjustments, consisting of
only normal and recurring items necessary for a fair presentation,
have been included.
Certain amounts in prior periods have been reclassified to conform
to the current period presentation or restated for acquisitions
accounted for as poolings-of-interests.
NOTE B -- Completed Acquisitions
On March 17, 1995, Regions issued approximately 403,250 shares of
common stock and paid approximately $6.6 million in cash in
exchange for all the outstanding common stock of First Commercial
Bancshares, Inc. The acquisition, accounted for as a purchase,
added $146 million in assets and 5 offices in the Chalmette,
Louisiana area.
NOTE C - Issuance of Bank Notes
On April 11, 1995, Regions Bank of Louisiana, Regions' Louisiana
bank subsidiary, issued $100 million in unsecured Senior Bank
Notes (Notes). The Notes were issued in three parts (i) $25
million due October 5, 1995, at an interest rate of 6.40%; (ii)
$35 million due April 11, 1996, at an interest rate of 6.71%; and
(iii) $40 million due April 11, 1997, at an interest rate of
7.06%. The proceeds of the Notes were used to reduce other short-
term borrowings.
NOTE D - New Accounting Standard
Effective January 1, 1995, Regions adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for
Impairment of a Loan", as amended by Statement of Financial
Accounting Standards No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures"
(Statement 114). The statement requires that certain impaired
loans be measured at the present value of expected future cash
flows discounted at the loan's effective interest rate or at the
loan's observable market price, or the fair value of the
collateral if the loan is collateral dependent. The adoption of
Statement 114 resulted in no material impact on Regions' financial
condition or results of operations.
<PAGE>
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Regions' total assets at March 31, 1995, were $12.8 billion --an
increase of 18% over a year earlier. This increase was due to
growth in almost all categories of assets, particularly loans, due
to acquisition activity and strong internal growth. Since
year-end 1994, total assets have remained relatively unchanged.
Comparisons with the prior year are significantly affected by four
of the following acquisitions during 1994 and 1995 which were
accounted for as purchases. The 1994 and 1995 acquisitions are
summarized as follows:
<TABLE>
<S> <C> <C> <C> <C>
Date Company Headquarters Total Assets Accounting
Acquired Acquired Location (in thousands) Treatment
May Guaranty Baton Rouge,
1994 Bancorp Inc. Louisiana $ 186,879 Pooling
July First Fayette Fayette,
1994 Bancshares Inc. Alabama 76,586 Purchase
August BNR New Roads,
1994 Bancshares Inc. Louisiana 136,799 Pooling
September First Community
1994 Bancshares Inc. Rome, Georgia 125,090 Pooling
November American Monroe,
1994 Bancshares Inc. Louisiana 302,674 Purchase
December Union Bank & Montgomery,
1994 Trust Company Alabama 417,903 Purchase
March First
1995 Commercial Chalmette,
Bancshares Inc. Louisiana 145,968 Purchase
</TABLE>
Loans have increased 30% since a year ago. The four purchase
acquisitions accounted for a 7% increase in loans, with the
remaining 23% increase attributable to internal growth, primarily
in consumer and one-to-four family residential mortgage loans.
Since year-end, total loans have increased 2%, due to $97 million
in loans added by the First Commercial Bancshares acquisition and
$112 million in internal growth. The average yield on loans
during the first quarter of 1995 was 8.62%, compared to 7.75%
during the same period in 1994. This increase was primarily the
result of higher average base lending rates.
Non-performing assets were as follows (in thousands):
<TABLE>
March 31, Dec. 31, March 31,
1995 1994 1994
<S> <C> <C> <C>
Non-accruing loans $ 35,673 $ 38,035 $ 41,449
Loans past due 90
days or more 6,188 5,622 4,528
Renegotiated loans 3,120 2,818 4,429
Other real estate 8,079 6,267 12,149
Total $ 53,060 $ 52,742 $ 62,555
Non-performing assets
as a percentage of
loans and other real
estate 0.57% 0.58% 0.88%
</TABLE>
Non-accruing loans have decreased $5.8 million since March 31,
1994, and $2.4 million since year-end due primarily to the receipt
of principle payments on non-accrual loans, partial charge-offs of
certain non-accrual loans, the transfer of some non-accrual loans
to accrual status because of improved performance and the transfer
of some non-accrual loans to other real estate due to foreclosure
of the collateral securing the loan. At March 31, 1995, real
estate loans comprised $22.3 million of total non-accruing loans,
with commercial loans accounting for $9.3 million and installment
loans $4.1 million. Other real estate increased $1.8 million
since year-end due primarily to the foreclosure of collateral on a
non-accrual loan. Since the first quarter of 1994 other real
estate has decreased $4.1 million, due primarily to the
disposition of several parcels of other real estate.
Activity in the allowance for loan losses is summarized as follows
(in thousands):
<TABLE>
March 31, March 31,
1995 1994
<S> <C> <C>
Balance at beginning of year $116,988 $100,762
Net loans charged-off (recovered):
Commercial (31) (975)
Real estate (591) 2,357
Installment 880 589
Total 258 1,971
Allowance of acquired banks 806 3,903
Provision charged to expense 5,083 4,674
Balance at end of period $122,619 $107,368
</TABLE>
Net loan losses in the first quarter of 1995 were 0.01% of loans
(annualized), compared to 0.11% of loans (annualized) in the first
quarter of 1994. Recoveries in the first quarter of 1995, of
prior period real estate loans charge-offs, resulted in lower net
loan losses in 1995. At March 31, 1995, the allowance for loan
losses stood at 1.33% of loans, compared to 1.51% a year ago and
1.30% at year-end. The allowance for loan losses as a percentage
of non-performing loans and non-performing assets was 273% and
231%, respectively, at March 31, 1995, up from 213% and 172%, re-
spectively, at March 31, 1994.
The allowance for loan losses is maintained at a level deemed ade-
quate by management to absorb possible unidentified losses from
loans in the portfolio. In determining the adequacy of the allow-
ance for loan losses, management considers numerous factors,
including but not limited to: (1) management's estimate of future
economic conditions and the resulting impact on Regions, (2)
management's estimate of the financial condition and liquidity of
certain loan customers, and (3) management's estimate of
collateral values of property securing certain loans. Because all
of these factors and others involve the use of management's
estimation and judgment, the allowance for loan losses is
inherently subject to adjustment at future dates. At March 31,
1995, it is management's opinion that the allowance for loan
losses is adequate. However, unfavorable changes in any of the
above factors or other factors could require additional
provisions, in excess of normal provisions, to the allowance for
loan losses in future periods.
Total securities have decreased 4% since a year ago and year-end,
primarily as a result of maturing securities not being reinvested
in this category of earning asset.
Mortgage loans held for sale decreased $51.6 million since year-
end, and $177.0 million since March 31, 1994. Increases in
residential mortgage interest rates in 1994 and early 1995,
coupled with a decline in refinancing activity, resulted in
reduced residential loan production.
Interest-bearing deposits in other banks at March 31, 1995 totaled
$13.6 million, an increase of $12.7 million over the same period
in 1994 and $13.0 million since year-end. During the first
quarter of 1995, management increased balances in these short-term
investments to take advantage of favorable interest rates on
relatively short-term maturities.
Net federal funds purchased and security repurchase agreements
totaled $743.4 million at March 31, 1995, $946.1 million at year-
end and $32.5 million at March 31, 1994. The level of federal
funds and security agreements can fluctuate significantly on a
day-to-day basis, depending on funding needs and which sources of
funds are used to satisfy those needs. During the first quarter
of 1995, net funds purchased averaged $741.2 million, compared to
$10.9 million in the first quarter of 1994, indicating more
reliance on purchased funds to support earning assets in the first
quarter of 1995 than in the same period last year.
Premises and equipment increased $26.6 million from the first
quarter of 1994. This increase was due primarily to the addition
of premises and equipment obtained through the 1994 acquisitions.
Other assets increased $24.8 million since year-end and $56.0
million since the first quarter of 1994, due primarily to
increased excess purchase price added by the acquisitions.
Total deposits have increased 13% since March of last year. The
deposits acquired in connection with acquisitions resulted in a 9%
increase, with the remaining 4% attributable to internal growth.
The internal growth resulted primarily from increases in
certificates of deposit. Since year-end, total deposits have
increased only 1%, after adjusting for the deposits acquired in
the March 1995 acquisition.
Long-term borrowings have decreased $30.9 million since year-end,
primarily due to maturities and payments on Federal Home Loan Bank
advances. Since March 31, 1994, long-term borrowings have
increased $38.1 million due to the issuance in the third quarter
of 1994 of $125 million in subordinated notes, partially offset by
normal payments and maturities on Federal Home Loan Bank advances.
Also, subsequent to the end of the first quarter of 1995, Regions
Bank of Louisiana issued $100 million in Senior Bank Notes, as
discussed in Note C to the Consolidated Financial Statements.
Stockholders' equity was $1.0 billion at March 31, 1995, an in-
crease of 14% over last year and an increase of 3% since year-end.
These increases resulted primarily from internally generated capi-
tal and equity added in connection with the four purchase
acquisitions in 1994 and 1995. Partially offsetting these
increases was a $2.4 million unrealized loss on securities
classified as available for sale. Regions' ratio of equity to
total assets was 8.13% at March 31, 1995, compared to 8.41% a year
ago and 7.90% at year-end.
Regions' primary sources of liquidity are maturities from its loan
and securities portfolios. At March 31, 1995, Regions had
approximately $248 million of securities maturing in one year or
less. The average maturity of the securities portfolio was 7.7
years using contractual maturities. At December 31, 1994,
approximately $1.5 billion in loans was due to mature in one year
or less. Although the amount at March 31, 1995, has not been de-
termined, loan maturities would provide significant liquidity. In
addition to these sources of liquidity, Regions has access to
purchased funds in the state and national money markets. Liquidity
is further enhanced by a relatively stable source of deposits. At
March 31, 1995, the loan to deposit ratio was 89.31%, compared to
77.49% a year ago and 89.35% at year-end. Regions' management
places constant emphasis on the maintenance of adequate liquidity
to meet conditions that might reasonably be expected to occur.
Net interest income for the first quarter of 1995 increased $14.7
million, compared to the same period in 1994. The increased net
interest income resulted from a higher level of earning assets,
partially offset by lower spreads on those earning assets. The
net yield on interest-earning assets (taxable equivalent basis)
was 4.15% in the first quarter of 1995, compared to 4.28% in the
same period in 1994. This ratio declined due to rising interest
rates in 1994 and changes in the product mix.
Non-interest income decreased $1.1 million or 3% over the first
quarter of 1994. Trust department income increased $1.0 million
or 20% on a year-to-year comparison. This resulted from growth in
trust assets, due to acquisitions and internal growth, and
increases in personal, corporate, estate and employee benefit
trust fees. Increased charges for selected deposit account
services, coupled with an increase in the number of deposit ac-
counts, resulted in service charges on deposit accounts increasing
$2.1 million or 18% in the first quarter of 1995, compared to the
same period in 1994. Mortgage servicing and origination fees
decreased $1.9 million or 17% in the first quarter of 1995,
compared to the same period in 1994. Mortgage origination fees
were down 62% due to decreased volume of new loan closings. The
mortgage company's servicing portfolio totaled $9.2 billion at
March 31, 1995--up $542 million over a year earlier, which
contributed to a 57% increase in mortgage servicing fees in 1995.
Other non-interest income decreased $2.1 million or 22% in the
first quarter of 1995, over the comparable year ago period, due
primarily to a $2.3 million gain on the sale of mortgage servicing
rights in 1994, partially offset by higher international
department income in 1995.
Non-interest expense increased $3.8 million or 5% in the first
quarter of 1995, compared to the same period in 1994. Salaries and
employee benefits were up 9% in the first quarter of 1995, due to
an increase in the number of employees because of acquisitions,
coupled with normal merit increases and higher benefit costs. Net
occupancy expense and furniture and equipment expense increased 3%
in the first quarter of 1995, over the same period in 1994,
primarily because of additional expenses associated with branch
offices and equipment added by the 1994 acquisitions. Other
non-interest expense decreased $423,000 or 1% in the first quarter
of 1995, primarily because of a $1.8 million recovery on a lawsuit
settlement, partially offset by increases in excess purchase price
amortization, FDIC insurance, postage, advertising and
professional fees.
Income tax expense increased $3.8 million (22%) over the first
quarter of 1994, primarily because of an increase in taxable
income, and an increase in taxable income as a percentage of total
income.
Net income for the quarter was $40.2 million--up 16% over the first
quarter of last year. Return on stockholders' equity improved to
15.92%, compared to 15.60% in the first quarter of last year.
Return on assets declined slightly to 1.29% in the first quarter of
1995, compared to 1.30% in the first quarter of 1994.
<PAGE>
Part II. Other Information
Item 4. Submissions of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held April 27,
1995. The following members were elected to the Company's Board of
Directors to hold office for a three year term.
Nominee For Withheld
William R. Boles, Sr. 35,114,040 500,195
Henry E. Simpson 35,326,696 287,539
Robert E. Steiner, III 35,322,966 291,269
The results of the voting on the following additional items were as
follows:
(a) Proposal to approve the Management Incentive Plan.
For Against Abstain
33,391,117 1,473,204 747,916
(b) Proposal to approve the Amendment to the 1991 Long-Term
Incentive Plan.
For Against Abstain
31,297,716 3,584,868 729,651
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(27) Financial Data Schedule (SEC use only)
(b) Reports on Form 8-K:
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by undersigned thereunto duly authorized.
Regions Financial Corporation
DATE: May 12,1995 /s/ Robert P. Houston
Robert P. Houston
Executive Vice President and
Comptroller
(Chief Accounting Officer and
Duly Authorized Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000036032
<NAME> REGIONS FINANCIAL CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 508,923,000
<INT-BEARING-DEPOSITS> 13,594,000
<FED-FUNDS-SOLD> 1,632,000
<TRADING-ASSETS> 17,797,000
<INVESTMENTS-HELD-FOR-SALE> 646,599,000
<INVESTMENTS-CARRYING> 1,860,811,000
<INVESTMENTS-MARKET> 1,835,273,000
<LOANS> 9,226,610,000
<ALLOWANCE> 122,619,000
<TOTAL-ASSETS> 12,826,795,000
<DEPOSITS> 10,331,315,000
<SHORT-TERM> 763,390,000
<LIABILITIES-OTHER> 200,491,000
<LONG-TERM> 488,292,000
<COMMON> 28,971,000
0
0
<OTHER-SE> 1,014,336,000
<TOTAL-LIABILITIES-AND-EQUITY> 12,826,795,000
<INTEREST-LOAN> 191,107,000
<INTEREST-INVEST> 41,207,000
<INTEREST-OTHER> 2,281,000
<INTEREST-TOTAL> 234,595,000
<INTEREST-DEPOSIT> 97,517,000
<INTEREST-EXPENSE> 117,572,000
<INTEREST-INCOME-NET> 117,023,000
<LOAN-LOSSES> 5,083,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 87,371,000
<INCOME-PRETAX> 61,023,000
<INCOME-PRE-EXTRAORDINARY> 61,023,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,210,000
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.15
<LOANS-NON> 35,673,000
<LOANS-PAST> 6,188,000
<LOANS-TROUBLED> 3,120,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 116,988,000
<CHARGE-OFFS> 3,967,000
<RECOVERIES> 3,709,000
<ALLOWANCE-CLOSE> 122,619,000
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 122,619,000
</TABLE>
