<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1994 Commission file number 0-3613
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SOUTHTRUST CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 63-0574085
- - -------------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 North 20th Street, Birmingham, Alabama 35203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 254-5509
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 31, 1994 .
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Number of Shares
Title of Class Outstanding
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$2.50 par 79,447,884
<PAGE> 2
SOUTHTRUST CORPORATION
Consolidated Statements of Condition
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31
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(In Thousands) 1994 1993 1993
---------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 582,272 $ 463,201 $ 607,831
Short-term investments:
Federal funds sold and securities purchased
under resale agreements 2,627 14,815 1,975
Interest-bearing deposits in other banks 21,040 15,679 47,651
Assets held for sale 193,048 148,665 258,506
---------------------------------------
Total short-term investments 216,715 179,159 308,132
Securities available for sale 2,314,700 0 2,454,760
Securities held for investment (Fair value of $1,535,495 at
March 31, 1994 and $4,159,822 and $1,327,228 at
March 31, 1993 and December 31, 1993, respectivley) 1,496,159 4,048,482 1,278,007
Loans 9,930,093 8,200,266 9,527,004
Less:
Unearned income 80,703 78,795 78,685
Allowance for loan losses 142,695 111,961 135,233
---------------------------------------
Net loans 9,706,695 8,009,510 9,313,086
Premises and equipment, net 327,509 297,090 321,623
Due from customers on acceptances 28,268 42,938 26,270
Other assets 408,710 387,356 398,255
---------------------------------------
TOTAL ASSETS $15,081,028 $13,427,736 $14,707,964
=======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest-bearing $ 9,718,369 $ 9,159,418 $ 9,732,460
Other 1,819,900 1,492,484 1,782,851
---------------------------------------
Total deposits 11,538,269 10,651,902 11,515,311
Federal funds purchased and securities sold
under agreements to repurchase 1,479,596 1,164,143 1,207,026
Other short-term borrowings 440,186 95,618 249,434
Bank acceptances outstanding 28,270 42,938 26,270
Other liabilities 182,537 177,675 188,172
Long-term debt 343,545 371,834 469,985
---------------------------------------
Total liabilities 14,012,403 12,504,110 13,656,198
Stockholders' equity:
Preferred Stock, par value $1.00 a share:
5,000,000 shares authorized; issued and outstanding - none 0 0 0
Common Stock, par value $2.50 a share:
150,000,000 shares authorized; 79,922,082 shares issued
at March 31, 1994 and 77,291,392 and 79,735,663 at
March 31, 1993 and December 31, 1993, respectively 199,805 193,228 199,339
Capital surplus 216,582 189,034 215,113
Retained earnings 657,477 544,338 630,240
Unrealized gain on securities available for sale 533 0 10,218
Treasury stock at cost:
474,198 shares at March 31, 1994 and 325,919 and 334,980
shares at March 31, 1993 and December 31, 1993, respectively (5,772) (2,974) (3,144)
---------------------------------------
Total stockholders' equity 1,068,625 923,626 1,051,766
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $15,081,028 $13,427,736 $14,707,964
=======================================
</TABLE>
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SOUTHTRUST CORPORATION
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
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(In thousands, except per share data) 1994 1993
-----------------------
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $182,913 $157,021
Interest on securities:
Taxable 16,121 57,597
Non-taxable 6,021 6,896
-----------------------
Total interest on investment securities 22,142 64,493
Interest on securities available for sale 29,615 0
Interest on short-term investments 3,537 2,818
-----------------------
Total interest income 238,207 224,332
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INTEREST EXPENSE
Interest on deposits 82,661 82,291
Interest on short-term borrowings 12,503 9,406
Interest on long-term debt 4,717 4,623
-----------------------
Total interest expense 99,881 96,320
-----------------------
Net interest income 138,326 128,012
PROVISION FOR LOAN LOSSES 10,189 11,305
-----------------------
Net interest income after
provision for loan losses 128,137 116,707
NON-INTEREST INCOME
Service charges on deposit accounts 20,482 17,276
Mortgage origination and servicing fees 7,954 6,342
Trust fees 4,305 3,525
Miscellaneous fees 10,906 8,522
Securities gains, net 66 346
Other 3,109 2,070
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Total non-interest income 46,822 38,081
-----------------------
NON-INTEREST EXPENSE
Salaries and employee benefits 62,846 54,316
Net occupancy 9,483 8,861
Equipment 6,434 5,802
FDIC insurance 6,182 5,647
Other 28,460 28,549
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Total non-interest expense 113,405 103,175
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Income before income taxes 61,554 51,613
INCOME TAX EXPENSE 20,817 16,769
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NET INCOME $ 40,737 $ 34,844
=======================
Average number of shares outstanding (000's) 79,847 76,245
Net income per share $ 0.51 $ 0.46
Dividends declared per share $ 0.17 $ 0.15
</TABLE>
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SouthTrust Corporation
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------------
(In Thousands) 1994 1993
------------------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 40,737 $ 34,844
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision (credit) for:
Loan losses 10,189 11,305
Depreciation of premises and equipment 5,576 4,960
Amortization of intangibles 4,493 3,855
Amortization of security premium 338 2,134
Accretion of security discount (581) (1,863)
Deferred income tax 2,715 (232)
Net realized and unrealized gain on assets held for sale (2,941) (2,024)
Net securities (gains) and losses (66) (346)
Origination and purchase of loans held for sale (152,351) (236,467)
Proceeds of loans held for sale 219,638 302,589
Net (increase) decrease in trading securities 1,113 (14,004)
Net (increase) decrease in other assets (21,995) (9,309)
Net increase (decrease) in other liabilities (2,824) 25,504
------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 104,041 120,946
INVESTING ACTIVITIES
Proceeds from maturities of securities 470,526 299,055
Proceeds from sales of securities 2,794 20,524
Payments for purchases of:
Securities (560,789) (396,105)
Premises and equipment (11,462) (4,668)
Net increase (decrease) in:
Short-term investments 25,960 99,623
Loans (401,465) (244,815)
Purchase of subsidiaries, net of cash acquired 0 (33,760)
------------------------
NET CASH USED IN INVESTING ACTIVITIES (474,436) (260,146)
FINANCING ACTIVITIES
Proceeds from issuance of:
Common Stock 1,935 39,761
Long-term debt 0 0
Payments for:
Long-term debt (12,441) (32,464)
Repurchase of Common Stock (2,628) (82)
Cash Dividends (14,311) (9,435)
Net increase (decrease) in:
Deposits 22,959 85,392
Short-term borrowings 349,322 (21,319)
------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 344,836 61,853
------------------------
DECREASE IN CASH AND DUE FROM BANKS (25,559) (77,347)
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR 607,831 540,548
------------------------
CASH AND DUE FROM BANKS AT END OF YEAR $ 582,272 $ 463,201
========================
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 96,272 $ 94,241
Income taxes 4,012 18,596
Non-cash transactions:
Assets acquired in business combinations 0 625,637
Liabilities acquired in business combinations 0 591,139
Loans transferred to Other Real Estate 4,727 4,604
Loans securitized into mortgage-backed securities 199,147 159,458
</TABLE>
<PAGE> 5
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note A - Basis Of Presentation
The Consolidated Condensed Financial Statements were prepared by the
Company without audit, but in the opinion of management, reflect all
adjustments necessary for the fair presentation of the Company's financial
position and results of operations for the three month periods ended March 31,
1994 and 1993. Results of operations for the interim 1994 period are not
necessarily indicative of results expected for the full year. While certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities
and Exchange Commission, the Company believes that the disclosures herein are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the Consolidated
Financial Statements and the notes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1993. The accounting
policies employed are the same as those shown in Note 1 to the Consolidated
Financial Statements on Form 10-K.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 1994
(Unaudited)
EARNINGS SUMMARY
Net income for the first quarter of 1994 was $40.7 million, an
increase of $5.9 million or 17% from the first quarter 1993 net income of $34.8
million. Net income per share for the quarter was $0.51 in 1994 and $0.46 in
1993, an increase of 11%. Net income for the first quarter 1994 resulted in
returns on average total assets and average stockholders' equity of 1.12% and
15.62%, respectively.
NET INTEREST INCOME
Net interest income is the difference between interest income and
interest expense and is the major component of net income of the Company. For
purposes of this discussion, income that is either exempt from federal income
taxes or is taxed at a preferential rate has been adjusted to fully taxable
equivalent amounts using a statutory federal tax rate of 35% in 1994 and 34% in
1993.
<PAGE> 6
Net interest income in the first quarter of 1994 was $142.4 million,
up $10.0 million or 8% from the 1993 first quarter level of $132.4 million.
Total interest income increased to $242.3 million, as the average level of
interest earning assets increased 14% to $13,529.5 million, and the fully
taxable equivalent yield on earning assets decreased 56 basis points to 7.26%
from 7.82% during the first quarter of 1993. This decrease reflects a decrease
in market interest rates.
Total interest expense increased $3.6 million or 4% to $99.9 million
for the first quarter of 1994. This increase reflects an increase in the level
of average interest-bearing liabilities of 13% to $11,646.5 million and a
decrease of 29 basis points in the average rate paid on interest-bearing
liabilities to 3.48%.
The taxable equivalent net margin for the first quarter of 1994 was
4.27% compared to 4.53% for the first quarter of 1993. The taxable equivalent
net interest spreads for the first quarters of 1994 and 1993 were 3.78% and
4.05%, respectively. The net interest spread is affected by competitive
pressures, Federal Reserve Bank ("FRB") monetary policies, and the composition
interest-earning assets and interest-bearing liabilities.
PROVISION FOR LOAN LOSSES
The provision for loan losses for the first quarter of 1994 was $10.2
million, reflecting a decrease of $1.1 million from the 1993 first quarter
level of $11.3 million. For the first three months of 1994, net charge-offs
totaled $2.7 million or .12% of average loans on an annualized basis. During
the same period of 1993, net charge-offs were $7.8 million or 0.41% of net
loans on an annualized basis. For the year ended December 31, 1993 net
charge-offs were $24.6 million or .29% of net loans. The Company does not
believe that the .12% level of net charge-offs will be sustained for the
remainder of 1994. The Company anticipates that charge-off rates will return
to nearer the Company's historical level. Through December 31, 1993 the five
year average charge-off ratio was .47%.
NON-INTEREST INCOME
Total non-interest income increased $8.7 million or 23% to $46.8
million for the first three months of 1994. The largest portion of this
increase was due to an increase in service charges on deposit accounts of $3.2
million or 19% to $20.5 million. The increase is attributable to an increased
number of deposit accounts and various rate increases for service charges.
Mortgage origination and servicing fees increased $1.6 million or 25% to $8.0
million. Recent mortgage rate increases could lead to decreased mortgage
financing and result in lower mortgage fee income. Trust fees increased $0.8
million or 22% to $4.3 million. Other fee income increased $2.4 million or 28%
to $10.9 million, primarily as a result of increases in bankcard fees and
investment
<PAGE> 7
fees. Net securities gains were $66,000 compared to securities gains of
$346,000 in 1993. All other non-interest income increased $1.0 million to
$3.1 million for the first quarter 1994. There were no significant
non-recurring non-interest income items recorded in 1994 or 1993.
NON-INTEREST EXPENSE
Total non-interest expense for the quarter was $113.4 million,
reflecting an increase of $10.2 million or 10% from the first quarter 1993
level. The ratio of non-interest expense to average total assets for the first
quarter of 1994 and 1993 was 3.13% and 3.25%, respectively.
Salaries and employee benefits accounted for the largest portion of
total non-interest expense in both periods as well as the largest portion of
the increase. Salaries and employee benefits expense increased $8.5 million or
16% to $62.8 million for the first quarter 1994 as the number of full time
equivalent employees increased approximately 9% to 7,198. Net occupancy
expense increased $0.6 million or 7% to $9.5 million for the quarter primarily
as a result of the growth in the number of banking offices to 396 in 1994 from
377 at March 31, 1993. Equipment expense increased $0.6 million or 11% to $6.5
million. FDIC insurance expense increased $0.5 million or 9% to $6.2 million
as a result of increased deposits. All other non-interest expense items
totaled $28.5 million in the first quarter of 1994, reflecting virtually
no change from the first quarter 1993 level. There were no significant
non-recurring non-interest expense items recorded in 1994 or 1993.
Income tax expense for the first quarter of 1994 was $20.8 million for
an effective tax rate of 33.8% compared to $16.8 million or an effective rate
of 32.4% in the first quarter of 1993. The increase in the effective tax rate
was due primarily to a decline in the proportional amount of revenue on
non-taxable investment securities, and provisions of the Tax Reform Act of
1986, particularly the 100% disallowance of interest expense deemed
attributable to debt used to carry non-taxable investment securities, which
have had the effect of increasing the effective income tax rate paid by the
Company, and an increase in the statutory federal income tax rate to 35% in
1994 from 34% during the first quarter of 1993.
SUMMARY OF FINANCIAL CONDITION
Total assets at March 31, 1994 were $15.1 billion, representing an
increase of $1.7 billion or 12% from March 31, 1993. At December 31, 1993
total assets were $14.7 billion. Average total assets for the quarter were
$14.7 billion compared to $12.9 billion for the first quarter of 1993.
Average earning assets for the first quarter of 1994 were $13.5
billion, representing an increase of 14% from the first quarter 1993 level of
$11.9 billion. Average interest-bearing liabilities through March 31, 1994
were $11.6 billion, up 13% over the 1993 first quarter level of $10.3 billion.
<PAGE> 8
LOANS
Loans, net of unearned income at March 31, 1994 totaled $9,849.4
million compared to $9,448.3 million at December 31, 1993.
Commercial real estate mortgage loans increased $145.6 million from
December 31, 1993 to $2,740.1 million, or 27.6% of total loans. This category
represents the Company's largest credit concentration and includes all real
estate mortgage loans except 1-4 family residential mortgage loans.
Residential real estate mortgage loans at March 31, 1994 were $2,407.0 million
or 24.3% of total loans compared to $2,322.1 million or 24.4% at December 31,
1993. Real estate construction loans were $489.5 million or 4.9% of total
loans.
Commercial, financial and agricultural loans at March 31, 1994 were
$2,883.5 million or 29.0% of total loans, compared to $2,814.1 million or 29.5%
of total loans at December 31, 1993. This segment is widely diversified and
there were no significant industry concentrations.
Loans to individuals at March 31, 1994 totaled $1,410.0 million or
14.2% of total loans, compared to $1,347.7 million or 14.2% of total loans at
December 31, 1993.
Total unearned income at March 31, 1994 was $80.7 million compared to
$78.7 million at December 31, 1993.
NON-PERFORMING ASSETS
Non-performing assets at March 31, 1994 were $104.0 million or 1.05% of
net loans and other real estate owned, representing a decrease of $9.1 million
or 8% from the December 31, 1993 level of $113.1 million. Included in
non-performing assets at March 31, 1994 were $58.2 million of loans on
non-accrual status, other real estate owned totaling $43.4 million, and $2.4
million of restructured loans. Other real estate owned includes $2.7 million
in loans where conditions related to the borrower indicated substantive
repossession of collateral had occurred. Loans 90 days past due and accruing
were $16.9 at March 31, 1994 compared to $13.2 million at December 31, 1993.
As of March 31, 1994, the Company had loans of approximately $17.9
million for which management has serious doubts as to the ability of the
borrowers to comply with the present repayment terms, and may result in the
loans' repayment terms being restructured, and/or the loans going on
non-performing status. Such loans are continuously reviewed by management, and
their classification may be changed if conditions warrant.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses at March 31, 1994 was $142.7 million or
1.45% of net loans compared to $135.2 million or 1.43% at December 31, 1993.
While deterioration of the economy or rising interest rates could have a
near-term effect on the Company's earnings, Management has taken into
consideration present and expected economic conditions, the level of risk in
the portfolio, the level of non-performing assets, potential problem loans, and
<PAGE> 9
delinquencies in assessing the allowance for loan losses and considers the
allowance for loan losses to be adequate.
Net charge-offs during the quarter totaled $2.7 million or 0.12% of
average net loans on an annualized basis compared to $7.8 million or .41%
during the first quarter of 1993. The provision for loan losses as a
percentage of net charge-offs was 374% during the first quarter of 1994 and
145% during the first quarter of 1993. As previously discussed in the
Management's Discussion of provision for loan losses, Management does not
believe that the level of net charge-offs during the first quarter of 1994 is
indicative of a trend of charge-off ratios substantially lower than historical
levels. Further, market interest rates, including the prime lending rate have
recently increased. Although Management does not believe that the recent rate
increases will have any significant impact on non-performing assets,
substantial rate increases could result in higher debt service cost to
borrowers, and in turn result in higher delinquencies and non-performing loans.
SECURITIES AND SECURITIES AVAILABLE FOR SALE
On December 31, 1993, the Company adopted SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities."
The initial adoption of SFAS No. 115 resulted in designating $2,454.8
million securities as available for sale, which were recorded at fair value,
and the recording of an increase in stockholders' equity, net of deferred
income taxes, in the amount $10.2 million. These securities were classified as
available for sale in order to provide a source of liquidity to the Company.
At March 31, 1994, securities availble for sale totaled $2,314.7
million, reflecting a decrease of $140.1 million from December 31, 1993. This
decrease reflected increased loan demand, which permitted a repositioning of the
mix of earning assets.
Securities held to maturity totaled $1,496.2 million at March 31,
mix of earning assets 1994, an increase of $218.2 million from the December 31,
1993 level of $1,278.0 million.
At March 31, 1994, the fair value of securities held to maturity
exceeded the book value by $39.3 million, compared to $49.2 million at
December 31, 1993. The after-tax unrealized gain on securities available for
sale was $0.5 million compared to $10.2 million at December 31, 1993. The
decrease in unrealized gains from December 31, 1993 to March 31, 1994 was a
result of decreasing values in the bond market due to increasing interest rates
and general market uncertainty.
SHORT-TERM INVESTMENTS
Short-term investments at March 31, 1994 totaled $216.7 million,
reflecting a decrease of $91.4 million from the December 31, 1993 level of
$308.1. At March 31, 1994 short-term investments consisted of $2.4 million in
federal funds sold, $0.2 million in securities purchased under resale
agreements, $21.0 million in time deposits with other banks, and $193.1 million
in assets held for
<PAGE> 10
sale. Assets held for sale consisted of $176.8 million in mortgage loans in
the process of being securitized and sold to third party investors and $16.3
million in securities held for trading purposes. Mortgage loans held for sale
are carried at the lower of cost or fair value. Trading account securities are
carried at fair value with unrealized gains and losses recognized in net
income.
The Company's Asset/Liability Management Committee monitors current
and future expected economic conditions, as well as the Company's liquidity
position in determining desired balances of short-term investments and
alternative uses of such funds.
OTHER ASSETS
Other assets at March 31, 1994 were $764.5 million compared to $746.1
million at December 31, 1993. At March 31, 1994 other assets included $327.5
million in premises and equipment, due from customers on acceptances of $28.3
million and other non-earning assets of $408.7 million.
Cash and due from banks was $582.3 million at March 31, 1994, a
decrease of $25.5 million from $607.8 million at December 31, 1993.
FUNDING
The Company's funding sources can be divided into three broad
categories: deposits, short-term borrowings and long-term borrowings.
DEPOSITS
Deposits are the Company's primary source of funding. Total deposits
at March 31, 1994 were $11,538.3 million up 8% from the March 31, 1993 level of
$10,651.9 million. Total deposits at December 31, 1993 were $11,515.3 million.
At March 31, 1994 total deposits included interest-bearing deposits of $9,718.4
million and other deposits of $1,819.9 million.
Core deposits, defined as demand deposits and time deposits under
$100,000, totaled $10,117.8 million or 87.7% of total deposits at March 31,
1994. This compares to core deposits of $9,204.6 million or 86.4% of total
deposits at March 31, 1993 and $10,057.5 million or 87.3% at December 31, 1993.
SHORT-TERM BORROWINGS
Short-term borrowings at March 31, 1994 were $1,919.8 million and
included federal funds purchased of $494.4 million, securities sold under
agreements to repurchase of $985.2 million and other borrowed funds of $440.2
million, including $114.0 million representing the current portion of long-term
debt. At March 31, 1994 total short-term borrowings were 12.7% of total
liabilities and stockholders' equity. This compares to total short-term
borrowings of $1,456.4 million or 9.9% of total liabilities and stockholders'
equity at December 31, 1993.
<PAGE> 11
LONG-TERM DEBT
At March 31, 1994 total long-term debt was $343.5 million representing
a decrease of $126.5 million from the December 31, 1993 level of $470.0
million. The decrease in long-term debt from December 31, 1993 to March 31,
1994 is attributable to the reclassification of $114.0 million from long-term
to short-term as the debt became due in less than one year, and the repayment
of $12.5 million of long-term debt.
CAPITAL
At March 31, 1994 total stockholders' equity was $1,068.6 million or
7.09% of total assets compared to $1,051.8 million or 7.15% at December 31,
1993. During the first quarter net income added $40.7 million to capital.
Sales of common stock through the Dividend Reinvestment Plan, the employee
stock purchase and stock option plans for $1.9 million represented the issuance
of 186,419 shares. Treasury stock purchases for 139,218 shares reduced equity
by $2.6 million. Dividends declared during the period totaled $13.5 million,
and the net unrealized gain on securities available for sale decreased $9.7
million from $10.2 million at December 31, 1993 to $0.5 million at March 31,
1994.
The Company is subject to the capital adequacy guidelines adopted by
the Federal Reserve Board, which is the regulatory agency governing bank
holding companies. The Company's capital ratios and those of subsidiary banks
are in excess of these regulatory requirements and Management expects that
these ratios will continue to be maintained above the minimum levels required
by the regulators.
At March 31, 1994, the Company had a total risk-based capital ratio of
12.22%, consisting of a Tier I capital ratio of 8.51% and supplemental capital
elements of 3.71%; and a leverage ratio of 6.57%.
COMMITMENTS
The Company's subsidiary banks had standby letters of credit
outstanding of approximately $271.2 million at March 31, 1994 and $347.8
million at December 31, 1993.
The Company's subsidiary banks had outstanding commitments to extend
credit of approximately $3,609.3 million at March 31, 1994 and $3,160.6 million
at December 31, 1993.
The Company's policies as to collateral and assumption of credit risk
for off-balance sheet commitments is essentially the same as those for
extension of credit to its customers.
Presently the Company has no commitments for significant capital
expenditures.
The Company's subsidiaries regularly originate and sell loans,
consisting primarily of mortgage loans sold to third party investors, which
contain various recourse provisions to the seller. Losses historically
realized through the repurchase or other satisfaction of these recourse
provisions are insignificant.
<PAGE> 12
CONTINGENCIES
Several of the Company's subsidiaries are defendants in various legal
proceedings arising in the normal course of business. These claims relate to
the lending and investment advisory services provided by the Company and
include alleged compensatory and punitive damages. Although it is not possible
to determine, with any certainty, the potential exposure related to punitive
damages, in the opinion of Management, based upon consultation with legal
counsel, the ultimate resolution of these proceedings will not have a material
effect on the Company's financial statements.
<PAGE> 13
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
No. (4) SouthTrust Corporation Shareholders' Rights Agreement.
(Incorporated herein by reference from Registration
Statement No. 1-3613).
No. (11) Statement of Computation of Earnings Per Share.
(b) Reports on Form 8-K
During the three months ended March 31, 1994 the Company did not
file a Form 8-K current report with the Securities and Exchange
Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHTRUST CORPORATION
Date: May 10, 1994 /s/ Wallace D. Malone, Jr.
--------------- --------------------------
Wallace D. Malone, Jr.
Chairman and Chief
Executive Officer
Date: May 10, 1994 /s/ Aubrey D. Barnard
--------------- --------------------------
Aubrey D. Barnard
Secretary, Treasurer and
Controller
<PAGE> 1
Exhibit No. 11
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
<TABLE>
Three Months Ended
------------------------------------------------------
(In thousands) March 30, 1994 March 30, 1993
------------------------------------------------------
Earnings Earnings
Shares Per Share Shares Per Share
------ --------- ------ ---------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
Average shares outstanding 79,409 75,687
Common stock equivalents for
stock options 438 558
------ ------
Primary Earnings per share 79,847 $0.51 76,245 $0.46
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FULLY DILUTED EARNINGS PER SHARE
Average shares outstanding 79,409 75,687
Common stock equivalents for
stock options and convertible
debentures 648 852
------ ------
Fully diluted earnings per share 80,057 $0.51 76,539 $0.46
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</TABLE>
