<PAGE> 1
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, 2000 COMMISSION FILE NUMBER 1-13508
THE COLONIAL BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-0661573
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Commerce Street
Montgomery, Alabama 36104
----------------------------------------
(Address of principle executive offices)
(334) 240-5000
-----------------------------------
(Registrant's telephone number)
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.
Class Outstanding at April 30, 2000
- ----------------------------------- -----------------------------------
Common Stock, $2.50 Par Value 110,606,048
<PAGE> 2
THE COLONIAL BANCGROUP, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Condition - March 31, 2000, December 31, 1999 and March 31, 1999 1
Consolidated Statements of Income - Three months ended March 31, 2000 and March 31, 1999 2
Consolidated Statements of Comprehensive Income - Three months ended March 31, 2000 and March 31, 1999 3
Consolidated Statements of Cash Flows - Three months ended March 31, 2000 and March 31, 1999 4
Notes to Consolidated Financial Statements - March 31, 2000 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 6. Exhibits and Reports on Form 8-K 21
SIGNATURES 22
</TABLE>
<PAGE> 3
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This report contains "forward-looking statements" within the meaning of the
federal securities laws. The forward-looking statements in this report are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by the statements. Factors that
may cause actual results to differ materially from those contemplated by such
forward-looking statements include, among other things, the following
possibilities: (i) deposit attrition, customer loss, or revenue loss in the
ordinary course of business; (ii) increases in competitive pressure in the
banking industry; (iii) costs or difficulties related to business reorganization
and the integration of the businesses of BancGroup and acquired institutions are
greater than expected; (iv) changes in the interest rate environment which
reduce margins (v) changes in mortgage servicing rights prepayment assumptions;
(vi) changes which may occur in the regulatory environment; (vii) a significant
rate of inflation (deflation); (viii) changes in the securities markets; (ix)
specifically relating to Year 2000 readiness disclosure, vendor representations,
technological advancements, and economic factors including liquidity
availability. When used in this Report, the words "believes," "estimates,"
"plans," "expects," "should," "may," "might," "outlook," and "anticipates," and
similar expressions as they relate to BancGroup (including its subsidiaries), or
its management are intended to identify forward-looking statements.
<PAGE> 4
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
2000 1999 1999
------------- ------------ ------------
<S> <C> <C> <C>
ASSETS:
Cash and due from banks $ 330,456 $ 338,433 $ 425,400
Interest-bearing deposits in banks and federal funds sold 24,517 30,482 85,726
Securities available for sale 1,602,881 1,489,991 1,311,503
Investment securities 57,246 61,682 160,925
Mortgage loans held for sale 23,291 33,150 696,833
Loans, net of unearned income 8,550,412 8,228,149 7,328,566
Less: Allowance for possible loan losses (98,095) (95,993) (86,162)
------------- ------------ ------------
Loans, net 8,452,317 8,132,156 7,242,404
Premises and equipment, net 189,865 190,946 184,193
Excess of cost over tangible and identified intangible
assets acquired, net 78,287 79,468 83,506
Mortgage servicing rights 86,982 238,405 221,520
Other real estate owned 6,391 9,215 9,324
Accrued interest and other assets 370,718 250,171 218,065
------------- ------------ ------------
TOTAL ASSETS $ 11,222,951 $ 10,854,099 $ 10,639,399
============= ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits $ 8,129,586 $ 7,967,978 $ 7,555,520
FHLB short-term borrowings 350,000 490,000 595,000
Other short-term borrowings 1,047,134 703,429 820,568
Subordinated debt 112,016 112,048 112,480
Trust preferred securities 70,000 70,000 70,000
FHLB long-term debt 572,364 572,549 572,956
Other long-term debt 134,755 134,974 135,588
Other liabilities 112,131 107,942 117,215
------------- ------------ ------------
Total liabilities 10,527,986 10,158,920 9,979,327
------------- ------------ ------------
SHAREHOLDERS' EQUITY:
Preference Stock $2.50 par value; 1,000,000 shares
authorized, none issued -- -- --
Common Stock, $2.50 par value; 200,000,000 shares
authorized 112,844,273, 112,106,663, 111,562,377
shares issued at March 31, 2000, December 31, 1999,
March 31, 1999, respectively 282,111 280,267 278,906
Treasury shares (1,416,876 and 16,892 shares at
March 31, 2000 and March 31, 1999 respectively) (13,104) -- (227)
Additional paid in capital 118,298 118,728 116,365
Retained earnings 344,116 326,578 266,988
Unearned compensation (3,838) (1,622) (2,066)
Accumulated other comprehensive income (loss),
net of taxes (32,618) (28,772) 106
------------- ------------ ------------
Total shareholders' equity 694,965 695,179 660,072
------------- ------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,222,951 $ 10,854,099 $ 10,639,399
============= ============ ============
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
1
<PAGE> 5
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
-------- --------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $180,937 $162,579
Interest on investments 26,685 23,440
Other interest income 531 558
-------- --------
Total interest income 208,153 186,577
-------- --------
INTEREST EXPENSE:
Interest on deposits 77,786 64,665
Interest on short-term borrowings 18,772 19,097
Interest on long-term debt 15,554 11,898
-------- --------
Total interest expense 112,112 95,660
-------- --------
NET INTEREST INCOME 96,041 90,917
Provision for possible loan losses 5,547 6,019
-------- --------
Net Interest Income After Provision for Possible Loan Losses 90,494 84,898
-------- --------
NONINTEREST INCOME:
Mortgage servicing and origination fees 11,131 12,176
Service charges on deposit accounts 9,348 9,445
Other charges, fees and commissions 2,456 2,789
Securities gains, net of losses 8 9
Other income 5,913 10,637
-------- --------
Total noninterest income 28,856 35,056
-------- --------
NONINTEREST EXPENSE:
Salaries and employee benefits 30,759 29,581
Occupancy expense of bank premises, net 7,453 7,293
Furniture and equipment expenses 7,115 6,553
Other expense 26,872 31,990
-------- --------
Total noninterest expense 72,199 75,417
-------- --------
Income before income taxes 47,151 44,537
Applicable income taxes 17,210 16,389
-------- --------
Net Income $ 29,941 $ 28,148
======== ========
Earnings per share:
Net Income:
Basic and Diluted $ 0.27 $ 0.25
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
2
<PAGE> 6
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
-------- --------
<S> <C> <C>
NET INCOME: $ 29,941 $ 28,148
Other comprehensive income, net of taxes:
Unrealized gains (losses) on securities available for sale
arising during the period, net of taxes (3,841) (2,227)
Less: reclassification adjustment for net (gains) losses
included in net income (5) (5)
-------- --------
Comprehensive income $ 26,095 $ 25,916
======== ========
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
3
<PAGE> 7
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
2000 1999
--------- ---------
<S> <C> <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 91,950 $ (13,334)
--------- ---------
Cash flows from investing activities:
Proceeds from maturities of securities available for sale 46,530 116,051
Proceeds from sales of securities available for sale 15,193 33,170
Purchase of securities available for sale (181,234) (50,372)
Proceeds from maturities of investment securities 4,413 9,969
Net increase in loans (324,200) (226,774)
Capital expenditures (5,405) (8,080)
Proceeds from sale of other real estate owned 1,363 3,659
Other, net 9 75
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (443,331) (122,302)
--------- ---------
Cash flows from financing activities:
Net increase in demand, savings, and time deposits 161,608 109,368
Net (decrease) increase in federal funds purchased,
repurchase agreements and other short-term borrowings 203,705 (95,142)
Proceeds from issuance of long-term debt -- 149,992
Repayment of long-term debt (404) (5,620)
Proceeds from issuance of common stock 2,834 3,658
Purchase of treasury stock (17,901) --
Dividends paid ($0.11 and $0.095 per share for
2000 and 1999, respectively) (12,403) (10,460)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 337,439 151,796
--------- ---------
Net (decrease) increase in cash and cash equivalents (13,942) 16,160
Cash and cash equivalents at beginning of year 368,915 494,966
--------- ---------
Cash and cash equivalents at March 31 $ 354,973 $ 511,126
========= =========
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
4
<PAGE> 8
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in thousands, except per share amounts)
Supplemental Disclosure of cash flow information:
Cash paid during the year for:
<TABLE>
<S> <C> <C>
Interest $119,989 $99,291
Income taxes
14,200 6,068
Non-cash investing activities:
Transfer of loans to other real estate $ 2,623 $ 4,870
Origination of loans for the sale of
other real estate $ 2,326 --
Non-cash financing activities:
Conversion of subordinated debentures $ 32 $ 54
Reissuance of treasury stock $ 4,797 --
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements.
5
<PAGE> 9
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ACCOUNTING POLICIES
The Colonial BancGroup, Inc. and its subsidiaries ("BancGroup") have not changed
their accounting and reporting policies from those stated in the 1999 annual
report. These unaudited interim financial statements should be read in
conjunction with the audited financial statements and footnotes included in
BancGroup's 1999 annual report on Form 10-K.
In the opinion of BancGroup, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position as of
March 31, 2000 and 1999 and the results of operations and cash flows for the
interim periods ended March 31, 2000 and 1999. All 2000 interim amounts are
subject to year-end audit, and the results of operations for the interim period
herein are not necessarily indicative of the results of operations to be
expected for the year.
NOTE B - COMMITMENTS AND CONTINGENCIES
BancGroup and its subsidiaries are from time to time defendants in legal actions
arising from normal business activities. Management does not anticipate that the
ultimate liability arising from litigation outstanding at March 31, 2000, will
have a materially adverse effect on BancGroup's financial statements.
NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS
On June 15, 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities" which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that entities recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign-currency-denominated forecasted
transaction. The accounting for changes in the fair value of a derivative (that
is, gains and losses) depends on the intended use of the derivative and the
resulting designation.
6
<PAGE> 10
Under this Statement, an entity that elects to apply hedge accounting is
required to establish at the inception of the hedge the method it will use for
assessing the effectiveness of the hedging derivative and the measurement
approach for determining the ineffective aspect of the hedge. Those methods must
be consistent with the entity's approach to managing risk.
On September 23, 1999, the Financial Accounting Standards Board issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of
the Effective Date of FASB Statement No. 133," an amendment to delay the
effective date of FASB statement 133. The effective date for this statement was
delayed from fiscal years beginning after June 15, 1999 to fiscal years
beginning after June 15, 2000. Management is currently evaluating the impact
that SFAS No. 133 and SFAS No. 137 will have on BancGroup's financial
statements.
NOTE D: MORTGAGE SERVICING RIGHTS
An analysis of mortgage servicing rights and the related valuation reserve is as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
-----------------------------
<S> <C> <C>
MORTGAGE SERVICING RIGHTS
Balance, January 1 $ 265,888 $ 221,798
Additions, net 920 16,306
Sales (162,380) --
Scheduled amortization (8,568) (10,181)
Hedge losses applied 1,720 26,338
--------- ---------
Balance, March 31 97,580 254,261
--------- ---------
VALUATION RESERVE
Balance, January 1 27,483 38,329
Reductions (17,185) (5,588)
Additions 300 --
--------- ---------
Balance, March 31 10,598 32,741
--------- ---------
Mortgage Servicing Rights, net $ 86,982 $ 221,520
========= =========
</TABLE>
The estimated fair value of mortgage servicing rights closely approximated the
amounts reflected in the financial statements at March 31, 2000. As of March 31,
2000, the mortgage servicing unit services or subservices approximately $13.75
billion of loans for third parties. Included in the loans serviced at March 31,
2000 were loans being serviced under subscribing agreements with total principal
balances of $10.2 billion.
7
<PAGE> 11
On March 31, 2000, BancGroup sold MSR's relating to loans with approximately $9
billion of principal balance from its loan servicing portfolio. The Company will
continue to subservice these loans for a contractually specified period of time.
NOTE E: EARNINGS PER SHARE
The following table reflects a reconciliation of the numerator and denominator
of the basic EPS computation to the numerator and denominator of the diluted EPS
computation:
<TABLE>
<CAPTION>
(Dollars in thousands, Per Share
except per share amounts) Income Shares Amount
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2000
Basic EPS
Net income $ 29,941 111,948 $ 0.27
Effect of dilutive securities
Options 255
Convertible debentures 46 608
- ---------------------------------------------------------------------------------------------
Diluted EPS $ 29,987 112,811 $ 0.27
- ---------------------------------------------------------------------------------------------
1999
Basic EPS
Net income $ 28,148 111,330 $ 0.25
Effect of dilutive securities
Options 1,304
Convertible debentures 55 349
- ---------------------------------------------------------------------------------------------
Diluted EPS $ 28,203 112,983 $ 0.25
- ---------------------------------------------------------------------------------------------
</TABLE>
NOTE F: SEGMENT INFORMATION
Through its wholly owned subsidiary Colonial Bank, BancGroup segments its
operations into two distinct lines of business: Commercial Banking and Mortgage
Banking. Colonial Bank operates 237 branches throughout 6 states.
Operating results and asset levels of the two segments reflect those which are
specifically identifiable or which are based on an internal allocation method.
The two segments are designed around BancGroup's organizational and management
structure and while the assignments and allocations have been consistently
applied for all periods presented, the results are not necessarily comparable to
similar information published by other financial institutions.
8
<PAGE> 12
The following table reflects the approximate amounts of consolidated revenue,
expense and asset levels for the quarters ended March 31, for each segment:
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, 2000 COMMERCIAL MORTGAGE CORPORATE CONSOLIDATED
BANKING BANKING OTHER* BANCGROUP
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net interest income $ 98,706 $ (996) $ (1,669) $ 96,041
Provision for possible loan losses 5,547 -- -- 5,547
Noninterest income 17,457 11,659 (260) 28,856
Depreciation and amortization 7,684 8,687 (101) 16,371
Noninterest expense 52,609 3,187 133 55,828
----------------------------------------------------------------
Pretax income (loss) 50,323 (1,211) (1,961) 47,151
Income taxes 18,386 (460) (716) 17,210
----------------------------------------------------------------
Net income (loss) $ 31,937 $ (751) $ (1,245) $ 29,941
Total assets $10,953,329 $ 256,950 $ 12,672 $11,222,951
================================================================
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, 1999 COMMERCIAL MORTGAGE CORPORATE CONSOLIDATED
BANKING BANKING OTHER* BANCGROUP
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Net interest income $ 89,481 $ 3,534 $ (2,098) $ 90,917
Provision for possible loan losses 6,019 -- -- 6,019
Noninterest income 16,962 18,117 (23) 35,056
Depreciation and amortization 6,563 5,852 (101) 12,314
Noninterest expense 49,973 12,920 210 63,103
---------------------------------------------------------------
Pretax income (loss) 43,888 2,879 (2,230) 44,537
Income taxes 16,062 1,054 (727) 16,389
---------------------------------------------------------------
Net income (loss) $ 27,826 $ 1,825 $ (1,503) $ 28,148
===============================================================
</TABLE>
* Includes eliminations of certain intercompany transactions.
9
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION:
Ending balances of total assets, securities, mortgage loans held for sale, net
loans, mortgage servicing rights, deposits, and long term debt changed for the
three months and twelve months ended March 31, 2000, respectively, as follows
(in thousands):
<TABLE>
<CAPTION>
December 31, 1999 March 31, 1999
To March 31, 2000 to March 31, 2000
Increase (Decrease) Increase (Decrease)
-----------------------------------------------------
% %
-----------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Bank $ 453,119 4.3% $ 1,309,915 13.6%
Mortgage Banking (84,466) -24.7% (726,863) -73.9%
Other 199 1.6% 500 4.1%
-----------------------------------------------------
Total Assets 368,852 3.4% 583,552 5.5%
Securities 108,454 7.0% 187,699 12.7%
Mortgage loans held for sale (9,859) -29.7% (673,542) -96.7%
Loans, net of unearned income 322,263 3.9% 1,221,846 16.7%
Mortgage servicing rights (151,423) -63.5% (134,538) -60.7%
Deposits 161,608 2.0% 574,066 7.6%
Long term debt (436) -0.1% (1,889) -0.2%
</TABLE>
Assets:
BancGroup's assets have increased 5.5% and 3.4% since March 31, 1999 and
December 31, 1999, respectively. This growth resulted primarily from internal
loan growth throughout BancGroup's banking regions.
Securities:
Investment securities and securities available for sale have increased $188
million (13%) and $108 million (7%) from March 31, 1999 and December 31, 1999,
respectively. These increases were due to normal business growth.
Loans and Mortgage Loans Held for Sale:
Loans, net of unearned income, have increased $322 million (4%) and $1.2
billion (17%) from December 31, 1999 and March 31, 1999, respectively. This
increase is primarily due to 17% and 16% (annualized) internal loan growth from
March 31, 1999 and December 31, 1999, respectively. For the quarter, loan growth
was concentrated in the Florida, Alabama, and Georgia markets which represented
53%, 25%, and 14% of the growth, respectively.
Mortgage loans held for sale are funded on a short-term basis (less than 90
days) while they are being packaged for sale in the secondary market. In October
1999, BancGroup sold the wholesale production unit of the mortgage banking
division. As a result of decreased activity due to this sale and increasing
mortgage rates, mortgage loans held for sale decreased $674 million from March
31, 1999. Mortgage loans held for sale decreased $10 million (30%) from December
31, 1999 due to a decline in retail mortgage production which was a result of
higher mortgage rates.
10
<PAGE> 14
<TABLE>
<CAPTION>
GROSS LOANS BY CATEGORY March 31, Dec. 31, March 31,
(In thousands) 2000 1999 1999
------------------------------------------------
<S> <C> <C> <C>
Commercial, financial, and agricultural $ 1,163,781 $ 1,126,191 $ 1,189,209
Real estate-commercial 2,661,897 2,538,304 2,201,457
Real estate-construction 1,560,371 1,435,004 1,038,092
Real estate-residential 2,566,887 2,528,413 2,383,738
Installment and consumer 292,481 297,555 317,085
Other 305,125 302,860 199,329
------------------------------------------------
Total Loans $ 8,550,542 $ 8,228,327 $ 7,328,910
================================================
</TABLE>
The majority of the $322 million in loan growth for the first quarter of 2000
has been in commercial loans collateralized by real estate and construction
loans which increased approximately $124 million and $125 million, respectively
from December 31, 1999. The increase of $1.2 billion from March 31, 1999
consisted primarily of commercial real estate loans of $460 million and
construction loans of $522 million. Residential real estate loans, increased $39
million and $183 million from December 31, 1999 and March 31, 1999,
respectively. Residential real estate loans consist primarily of adjustable rate
first mortgage loans. BancGroup generally sells fixed rate loans in the
secondary markets. These loans are concentrated in various areas in Alabama, the
metropolitan Atlanta market in Georgia as well as the Company's markets in
Florida.
Allocations of the allowance for possible loan losses are made on an individual
loan basis for all identified potential problem loans with a percentage
allocation for the remaining portfolio. The allocations of the total allowance
represent an approximation of the reserves for each category of loans based on
management's evaluation of risk within each loan type.
11
<PAGE> 15
ALLOCATION OF THE ALLOWANCE FOR POSSIBLE LOAN LOSSES
<TABLE>
<CAPTION>
Percent of Percent of Percent of
March 31, Loans to Dec. 31, Loans to March 31, Loans to
(In thousands) 2000 Total Loans 1999 Total Loans 1999 Total Loans
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial, financial,
and agricultural $ 26,647 13.6% $ 23,051 13.7% $ 19,777 16.2%
Real
estate-commercial 34,146 31.1% 34,729 30.8% 31,427 30.1%
Real
estate-construction 16,804 18.3% 16,907 17.4% 14,597 14.2%
Real
estate-mortgage 12,835 30.0% 12,642 30.7% 11,919 32.5%
Installment and
consumer 3,840 3.4% 3,992 3.6% 4,500 4.3%
Other 3,823 3.6% 4,672 3.8% 3,942 2.7%
==============================================================================================
TOTAL $ 98,095 100.0% $ 95,993 100.0% $ 86,162 100.0%
==============================================================================================
</TABLE>
SUMMARY OF LOAN LOSS EXPERIENCE
<TABLE>
<CAPTION>
March 31, Dec. 31, March 31,
(In thousands) 2000 1999 1999
---------------------------------------------
<S> <C> <C> <C>
Allowance for possible loan losses - January 1 $ 95,993 $ 83,562 $ 83,562
Charge-offs:
Commercial, financial, and agricultural 1,982 9,627 703
Real estate-commercial 571 3,226 305
Real estate-construction 37 1,171 199
Real estate-residential 601 2,579 437
Installment and consumer 1,072 5,044 1,266
Other 272 1,711 1,691
--------------------------------------------
Total charge-offs 4,535 23,358 4,601
--------------------------------------------
Recoveries:
Commercial, financial, and agricultural 325 2,516 356
Real estate-commercial 129 601 63
Real estate-construction 1 54 20
Real estate-residential 88 849 104
Installment and consumer 422 2,678 573
Other 125 384 66
--------------------------------------------
Total recoveries 1,090 7,082 1,182
--------------------------------------------
Net charge-offs 3,445 16,276 3,419
Addition to allowance charged to operating expense 5,547 28,707 6,019
============================================
Allowance for possible loan losses-end of period $ 98,095 $ 95,993 $ 86,162
============================================
</TABLE>
12
<PAGE> 16
Asset quality as measured by nonperforming assets remains strong at 0.50% of
net loans and other real estate. Nonperforming assets have decreased $2.4
million from December 31, 1999. The decrease in nonperforming assets primarily
resulted from a $2.8 million decrease in other real estate partially offset by a
$476,000 increase in nonaccrual loans. The reduction in other real estate is
primarily from the sale of one property in Alabama. Management continuously
monitors and evaluates recoverability of problem assets and adjusts loan loss
reserves accordingly. Loan loss reserve is 1.15% of loans at March 31, 2000 and
1.17% at December 31, 1999 compared to 1.18% at March 31, 1999.
NONPERFORMING ASSETS ARE SUMMARIZED BELOW
<TABLE>
<CAPTION>
March 31, Dec. 31, March 31,
(In thousands) 2000 1999 1999
--------------------------------------------
<S> <C> <C> <C>
Nonaccrual loans $ 34,937 $ 34,461 $ 33,826
Restructured loans 1,252 1,265 1,290
--------------------------------------------
Total nonperforming loans * 36,189 35,726 35,116
Other real estate owned 6,216 9,009 8,858
175 206 466
--------------------------------------------
Total nonperforming assets * $ 42,580 $ 44,941 $ 44,440
============================================
Aggregate loans contractually past due 90 days
for which interest is being accrued $ 12,693 $ 11,184 $ 5,877
Net charge-offs:
Quarter-to-date $ 3,445 $ 4,998 $ 3,419
Year-to-date $ 3,445 $ 16,276 $ 3,419
Ratios
Period end:
Total nonperforming assets as a percent of net
loans and other real estate 0.50% 0.55% 0.61%
Allowance as a percent of net loans 1.15% 1.17% 1.18%
Allowance as a percent of nonperforming assets * 230% 214% 194%
Allowance as a percent of nonperforming loans * 271% 269% 245%
For the period ended:
Net charge-offs as a percent of average net loans -
(annualized basis)
Quarter to date 0.16% 0.25% 0.19%
Year to date 0.16% 0.21% 0.19%
</TABLE>
* Total does not include loans contractually past due 90 days or more which are
still accruing interest.
Management, through its loan officers, internal loan review staff, and external
examinations by regulatory agencies has identified approximately $180 million of
potential problem loans not included above. The status of these loans is
reviewed at least quarterly by loan officers and loan administration and
annually by regulatory agencies. In connection with such reviews, collateral
values are updated where considered necessary. If collateral values are judged
13
<PAGE> 17
insufficient and other sources of repayment inadequate, the loans are reduced to
estimated recoverable amounts through increases in reserves allocated to the
loans or charge-offs. As of March 31, 2000, substantially all of these loans are
current with their existing repayment terms. Given the reserves and the ability
of the borrowers to comply with the existing repayment terms, management
believes any exposure from these potential problem loans has been adequately
addressed at the present time.
The above nonperforming loans and potential problem loans represent all material
credits for which management has doubts as to the ability of the borrowers to
comply with the loan repayment terms. The recorded investment in impaired loans
at March 31, 2000 was $26 million and these loans had a corresponding valuation
allowance of $15.2 million.
MORTGAGE SERVICING RIGHTS (MSRs):
The balances of Mortgage Servicing Rights were $87 million and $222 million at
March 31, 2000 and 1999, respectively. The decrease is primarily due to the sale
in March 2000 of MSRs related to approximately $9 billion of principal balances
from the loan servicing portfolio.
BancGroup, with the assistance of a third party advisor, developed a strategy
to hedge MSRs against future volatility in interest rates. At March 31, 2000,
the Company had hedged approximately 31% of the mortgage servicing rights asset
primarily through the use of floors and principal-only strips. The hedge
positions are monitored daily and adjusted as necessary for changes in the
market and projected interest rate movement. The objective of this strategy is
to achieve a high degree of correlation between changes in value associated with
the hedged asset (the servicing portfolio and the related servicing rights) and
the servicing hedge. The servicing hedge is designed to rise in value when
interest rates fall and decline in value when interest rates rise, in contrast
to the expected movements in value of the servicing asset, therefore reducing
earnings volatility caused by interest rate movements.
These risk-management activities do not eliminate interest-rate risk in the
Mortgage Servicing Rights. Treasury rates, LIBOR rates and the Constant Maturity
Swap index, to which the majority of the mortgage servicing right hedges are
indexed, may not move in tandem with mortgage interest rates. As mortgage
interest rates change, actual prepayments may not respond exactly as
anticipated. Other pricing factors, such as the volatility of the market yields,
may affect the value of the hedges without similarly impacting the mortgage
servicing rights.
14
<PAGE> 18
LIQUIDITY:
The maintenance of adequate liquidity position and the constant monitoring of
rate sensitivity are principal components of BancGroup's asset/liability
management strategy. BancGroup's governing policy provides for daily and longer
term monitoring of both sources and uses of funds to properly maintain the cash
position. The policy also establishes the criteria for monitoring the short and
long term impact of interest rate fluctuations on these funds.
To assist in funding loan growth, BancGroup has credit facilities at the FHLB on
either a short term or long term basis, excluding funds available through
federal funds lines. At March 31, 2000, BancGroup had FHLB borrowings of $1.1
billion outstanding leaving credit availability of $530 million based on current
collateral. This credit facility is collateralized by the company's residential
real estate loans. Colonial Bank has an additional $500 million warehouse line
with FHLB that is collateralized by mortgage loans held for sale with no balance
outstanding at March 31, 2000. In addition to FHLB borrowings, correspondent
banks and customers provide a consistent base of short-term funds with $789
million in Fed Funds purchased and repurchase agreements outstanding at March
31, 2000. Short-term borrowings, including FHLB borrowings, are used to fund
short-term assets, primarily mortgage loans held for sale and loans outstanding
at March 31, 2000.
BancGroup entered into reverse repurchase arrangements under which it purchased
mortgage backed securities. These securities are collateral for the $280 million
in debt. During 1999, BancGroup entered into a revolving credit facility with an
unaffiliated financial institution totaling $25 million of which $3 million was
outstanding at March 31, 2000.
BancGroup also has an established brokered Certificate of Deposit (CD) program
to offer CD's in increments of $1,000 to $99,000 to out of market customers at
competitive rates and maturities. At March 31, 2000, $628 million was
outstanding under this program. The Company has a brokered money market program
that attracts deposits from out-of-market customers. At March 31, 1999, $77
million was outstanding in this program.
In addition to these external sources of funds, BancGroup, through its
acquisitions and branch expansion programs, has increased its market presence
into high growth markets in the country. The expansion was concentrated in
Florida with additional growth in the Atlanta metropolitan area, Dallas, Texas
and Reno and Las Vegas, Nevada. The principal goal is to provide BancGroup's
retail customer base with convenient access to branch locations while enhancing
BancGroup's potential for future increases in profitability. In the fourth
quarter of 1999, BancGroup initiated several campaigns to grow its deposit base.
The high growth areas of Florida were a primary target due to lower cost funds
in that market.
15
<PAGE> 19
Retail deposits increased $276 million in the first quarter of 2000. This
increase represents 16% internal growth on an annualized basis. The growth of
deposits continues to be a primary strategic initiative of BancGroup although
competition for deposits remain strong within the banking industry as well as
increased competition from other business sectors. In January 2000, a branch
incentive plan was implemented in which a key goal is for employees to obtain an
established deposit growth rate in their branches, Management has contracted
with a consultant to target specific products and markets for future deposit
campaigns in order to more cost effectively grow deposits. Each of these
initiatives should provide a solid foundation for achieving the Company's
deposit growth objectives.
CAPITAL RESOURCES:
Management continuously monitors BancGroup's capital adequacy and potential
for future growth. BancGroup has access to equity capital markets through both
public and private issuances. Management considers these sources and related
return in addition to internally generated capital in evaluating future capital
resources.
The Federal Reserve has issued guidelines identifying Tier I and Tier II capital
components as well as minimum Tier I leverage ratios relative to total assets
and minimum capital ratios relative to risk-adjusted assets. BancGroup has
issued $70 million in Trust Preferred Securities that qualify as Tier I
capital and Colonial Bank issued $100 million in 8% Subordinated Notes in March
1999 that qualifies as Tier II capital. At March 31, 2000, $1,416,876 of
treasury shares were outstanding as a result of BancGroup's share repurchase
plan. The capital related to these treasury shares is reflected as a reduction
in Tier One Capital.
BancGroup's actual capital ratios and the components of capital and risk
adjusted asset information (subject to regulatory review) as of March 31, 2000
are stated below:
<TABLE>
<S> <C>
Capital (in thousands):
Tier I Capital:
Shareholders' equity (as adjusted for unrealized loss on
securities available for sale, less intangibles and disallowed mortgage
servicing rights plus Trust Preferred Securities) $ 710,959
Tier II Capital:
Allowable loan loss reserve 98,095
Subordinated debt 112,016
Unrealized gains on available for sale equity securities --
----------
Total Capital $ 921,070
==========
Risk Adjusted Assets (in thousands) $8,398,390
</TABLE>
16
<PAGE> 20
<TABLE>
<CAPTION>
MARCH 31, 2000 December 31, 1999
- ------------------------------------------------------------------------------------
<S> <C> <C>
Tier I leverage ratio (minimum 3%) 6.49% 6.58%
Risk Adjusted Capital Ratios:
Tier I Capital Ratio (minimum 4%) 8.47% 8.71%
Total Capital Ratio (minimum 8%) 10.97% 11.31%
</TABLE>
Management believes that capital levels are sufficient to support future
internally generated growth and fund the quarterly dividend rates that are
currently $0.11 per share each quarter.
YEAR 2000 READINESS DISCLOSURE:
Until recently, many computer software programs and processing systems,
including some of those used by BancGroup and its subsidiaries in their
operations, were not designed to accommodate entries beyond the year 1999 in
date fields. Failure to address the anticipated consequences of this design
deficiency could have had material adverse effects on the business and
operations of any business, including BancGroup, that relies on computers and
associated technologies.
BancGroup aggressively addressed the challenges that Year 2000 presented to its
operations. The transition into Year 2000 went according to plan with all
functions doing business as usual.
BancGroup incurred approximately $12,500,000 in expenditures on the Year 2000
project. Year 2000 project costs of approximately $560,000 were expensed during
1999 of which $144,000 were expensed during the first quarter of 1999.
AVERAGE VOLUME AND RATE
(UNAUDITED)
<TABLE>
<CAPTION>
(Dollars in thousands) THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
------------------------------------ ------------------------------------
AVERAGE AVERAGE
VOLUME INTEREST RATE VOLUME INTEREST RATE
------------------------------------ ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans, net $ 8,354,096 $ 180,641 8.69% $ 7,204,796 $ 151,920 8.53%
Mortgage loans held for sale 25,736 528 8.21% 613,394 10,966 7.15%
Investment securities and securities available
for sale and other interest-earning assets 1,656,234 27,887 6.74% 1,578,903 24,542 6.22%
-------------------------- -------------------------
Total interest-earning assets(1) 10,036,066 209,056 8.37% 9,397,093 187,428 8.05%
-------------------------- -------------------------
Nonearning assets 965,925 966,221
------------- -------------
Total assets $ 11,001,991 $10,363,314
============= =============
</TABLE>
17
<PAGE> 21
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing deposits $ 6,593,888 77,786 4.75% $ 5,912,615 64,665 4.44%
Short-term borrowings 1,319,528 18,772 5.72% 1,526,077 19,097 5.08%
Long-term debt 989,922 15,554 6.32% 807,584 11,898 5.98%
--------------------------- -------------------------
Total interest-bearing liabilities 8,903,338 112,112 5.06% 8,246,276 95,660 4.70%
--------------------------- -------------------------
Noninterest-bearing demand deposits 1,290,912 1,369,626
Other liabilities 111,729 95,159
------------- -------------
Total liabilities 10,305,979 9,711,061
Shareholders' equity 696,012 652,253
------------- -------------
Total liabilities and shareholders' equity $11,001,991 $10,363,314
============= =============
RATE DIFFERENTIAL 3.31% 3.35%
NET YIELD ON INTEREST-EARNING ASSETS $ 96,944 3.87% $ 91,768 3.92%
========= ========
</TABLE>
(1) Interest earned and average rates on obligations of states and political
subdivisions are reflected on a tax equivalent basis. Tax equivalent interest
earned is: actual interest earned times 145%. The taxable equivalent adjustment
has given effect to the disallowance of interest expense deductions, for federal
income tax purposes, related to certain tax-free assets. Dividends earned and
average rates for preferred stocks are reflected on a tax equivalent basis. Tax
equivalent dividends are: actual dividends times 137.7%.
ANALYSIS OF INTEREST INCREASES (DECREASES)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 2000
(Dollars in thousands) CHANGE FROM 1999
ATTRIBUTABLE TO (1)
TOTAL VOLUME RATE MAX
--------- --------------- -------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Total loans, net $ 28,721 $ 24,442 $ 2,874 $ 1,405
Mortgage loans held for sale (10,438) (10,476) 1,621 (1,583)
Investment securities and securities
for sale and other interest-earning assets 3,345 1,199 2,047 99
-------- -------- -------- --------
Total interest income(2) 21,628 15,165 6,542 (79)
-------- -------- -------- --------
INTEREST EXPENSE:
Interest-bearing deposits $ 13,121 $ 7,541 $ 4,570 $ 1,010
Short-term borrowings (325) (2,616) 2,435 (144)
Long-term debt 3,656 2,718 685 253
-------- -------- -------- --------
Total interest expense 16,452 7,643 7,690 1,119
-------- -------- -------- --------
Net interest income $ 5,176 $ 7,522 $ (1,148) $ (1,198)
======== ======== ======== ========
</TABLE>
18
<PAGE> 22
(1) Increases (decreases) are attributed to volume changes and rate
changes on the following basis: Volume Change = change in volume times
old rate. Rate Change = change in rate times old volume. The Mix Change
= change in volume times change in rate.
(2) Interest earned on obligations of state and political subdivisions
is reflected on a tax equivalent basis. Tax equivalent interest earned
is: actual interest earned times 145%. The taxable equivalent
adjustment has given effect to the disallowance of interest, for
federal income tax purposes, related to certain tax-free assets.
Dividends earned on preferred stock are reflected on a tax equivalent
basis. Tax equivalent dividends earned are: actual dividends times
137.7%. Tax equivalent average rate is tax equivalent interest or
dividends earned divided by average volume.
NET INTEREST INCOME:
Net interest income on a tax equivalent basis increased $5.1 million to $96.9
million for the quarter ended March 31, 2000 from $91.8 million for the quarter
ended March 31, 1999. The net yield on interest earning assets decreased from
3.92% to 3.87% for the three months ended March 31, 1999 and 2000, respectively.
As reflected on the previous tables, the increase in net interest income for the
three months was primarily attributable to loan growth which was partially
offset by higher funding rates. During the first quarter of 1999 the prime rate
was 7.75% compared to a weighted average of 8.59% for the first quarter of
2000. The increase in rates is the primary reason for the decline in net
interest margin.
LOAN LOSS PROVISION:
The provision for possible loan losses for the first three months of 2000 was
$5,547,000 compared to $6,019,000 for the same period in 1999. Asset quality
remains good. The current allowance for possible loan losses provides a 271%
coverage of nonperforming loans compared to 269% at December 31, 1999 and 245%
at March 31, 1999. See management's discussion on loan quality and the allowance
for possible loan losses presented in the Financial Condition section of this
report.
NONINTEREST INCOME:
Noninterest income decreased $6.1 million for the three months ended March 31,
2000 compared to the same period in 1999. This decrease is primarily due to a
decline in mortgage banking non-interest income of $6.5 million and a gain of $1
million from the sale of 5 in-store branches during the first quarter of 1999.
These decreases were partially off-set by an increase of $1.3 in fees from
wealth management activities.
Colonial's mortgage banking division had non-interest income of $11.7 million
for the three months ended March 31, 2000 compared to $18.1 million for the
three months ended March 31, 1999. The decrease was primarily the
19
<PAGE> 23
result of the sale of the wholesale production unit in October 1999 and reduced
retail production activity due to higher mortgage rates.
BancGroup is continuing to expand its services through increased efforts in
private banking and wealth management services which include asset management
services, trust services and sales of mutual funds and annuities. Wealth
management services contributed $2.5 million to non-interest income for the
three months ended March 31, 2000 compared to $1.2 million for the same period
last year. International banking activities resulted in $508,000 in non-interest
income for the three months ended March 31, 1999 compared to $300,000 for the
same period last year. BancGroup also continues to expand electronic banking
services through its ATM network, check card services, and internet banking.
Non-interest income for electronic banking services increased approximately 31%
for the first quarter of 2000 compared to the first quarter of 1999 while income
from traditional banking services such as service charges remained level.
NONINTEREST EXPENSES:
BancGroup's net overhead (total noninterest expense less noninterest income,
excluding security gains) was $43.4 million and $40.4 million for the three
months ended March 31, 2000 and 1999, respectively. BancGroup's efficiency ratio
was 57.42% and 59.64% for the three months ended March 31, 2000 and 1999,
respectively. The efficiency ratio excluding mortgage banking improved to 52.55%
for the first quarter of 2000 from 54.05% for the first quarter of 1999.
Non-interest expenses decreased $3.2 million for the three months ended March
31, 2000 compared to the same period in 1999. This decrease in non-interest
expense was primarily due to a $6.9 million decrease in mortgage banking
expenses off-set by $3.7 million increase in bank (including parent company)
related expenses.
The decline in non-interest expense for mortgage banking resulted primarily from
the sale of the wholesale production unit and reduced servicing expenses related
to refinancing activities in the first quarter of 1999.
The increase in bank related expenses is due to an increase of approximately
$1.4 million in occupancy and furniture and equipment expense due to
improvements and expansions of bank facilities as well as improved technology
equipment and software. The remaining increase of $2.3 million is primarily in
salary expense. These salary increases are due to normal wage increases,
increased commission expense related to investment sales activities, and
increased compensation for the 2000 Branch Incentive Program.
20
<PAGE> 24
PROVISION FOR INCOME TAXES:
BancGroup's provision for income taxes is based on an approximately 36.5% and
36.8%, estimated annual effective tax rate for the years 2000 and 1999,
respectively. The provision for income taxes for the three months ended March
31, 2000 and 1999 was $17,210,000 and $16,389,000, respectively.
Part II Other Information
ITEM 1: Legal Proceedings - See Note C -
COMMITMENTS AND CONTINGENCIES AT PART 1 ITEM 1
ITEM 2: Changes in Securities - N/A
ITEM 3: Defaults Upon Senior Securities - N/A
ITEM 4: Submission of Matters to a Vote of Security Holders
On April 19, 2000 the annual meeting of the shareholders of Colonial BancGroup
was held. The following are the results of the votes cast by shareholders
present at such meeting, by proxy or in person, for such proposals.
1) Election of the following directors:
Term Expiring 2003.
For Withhold
--------------------------------
Lewis Beville 86,560,630 2,019,374
Jerry J. Chesser 86,597,383 2,012,621
John Ed Mathison 86,572,653 2,037,351
Joe D. Mussafer 86,588,769 2,021,235
Frances E. Roper 86,542,305 2,067,699
Edward V. Welch 86,580,039 2,029,965
Term Expiring in 2002
William E. Powell III 86,599,414 2,010,590
In addition to the foregoing the following directors will continue
to serve:
Term Expires 2001 Term Expires 2002
----------------- -----------------
Augustus K. Clements III William Britton
Robert S. Craft Patrick F. Dye
Clinton O. Holdbrooks Milton E. McGregor
Harold D. King Simual Sippial
Robert E. Lowder
John C. H. Miller, Jr.
James Rane
21
<PAGE> 25
<TABLE>
<CAPTION>
For Against Abstain
-------------------------------------
<S> <C> <C> <C>
2) To amend the 1992 Incentive Stock Option Plan of The Colonial
BancGroup, Inc. (the ISO Plan) to increase the number of shares of
Common Stock eligible to be issued under the ISO Plan from 4,200,000
shares to 5,700,000 shares. 83,098,023 4,700,683 811,298
3) To adopt the Management Incentive Plan (the MIP). 81,993,422 4,345,793 2,070,789
4) To amend the 1992 Non-Qualified Stock Option Plan to provide that the
maximum number of shares of Common Stock, with respect to which options
may be granted to any eligible employee under the NQSO Plan during any
Plan Year, shall not exceed 200,000. 81,405,732 6,237,840 966,432
5) To amend the Stock Bonus and Retention Plan (the Stock Plan) to (a)
provide that during any Plan Year no participant shall receive more
than 150,000 shares of Common Stock under the Stock Plan and (b) allow
performance-based goals pursuant to Section 162(m) of the Internal
Revenue Code to be used in making awards. 83,836,042 3,908,713 865,249
</TABLE>
ITEM 5: Other Events - N/A
ITEM 6: (a) Form 8-K was filed on March 1, 2000 in regard to the sale of
approximately $9 billion of principal value of the mortgage servicing
portfolio to a third party.
(b) Exhibit 27 - Financial Data Schedule (for SEC use only)
SIGNATURE
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.
THE COLONIAL BANCGROUP, INC.
Date: May 5, 2000 By: /S/ W. Flake Oakley, IV
--------------------- -------------------------------
W. Flake Oakley, IV
its Chief Financial Officer
22
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COLONIAL BANCGROUP FOR THE THREE MONTHS ENDED MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 330,456
<INT-BEARING-DEPOSITS> 9,117
<FED-FUNDS-SOLD> 15,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,602,881
<INVESTMENTS-CARRYING> 57,246
<INVESTMENTS-MARKET> 57,179
<LOANS> 8,550,412
<ALLOWANCE> 98,095
<TOTAL-ASSETS> 11,222,951
<DEPOSITS> 8,129,586
<SHORT-TERM> 1,397,134
<LIABILITIES-OTHER> 112,131
<LONG-TERM> 889,135
0
0
<COMMON> 282,111
<OTHER-SE> 412,854
<TOTAL-LIABILITIES-AND-EQUITY> 11,222,951
<INTEREST-LOAN> 180,937
<INTEREST-INVEST> 26,685
<INTEREST-OTHER> 531
<INTEREST-TOTAL> 208,153
<INTEREST-DEPOSIT> 77,786
<INTEREST-EXPENSE> 112,112
<INTEREST-INCOME-NET> 96,041
<LOAN-LOSSES> 5,547
<SECURITIES-GAINS> 8
<EXPENSE-OTHER> 72,199
<INCOME-PRETAX> 47,151
<INCOME-PRE-EXTRAORDINARY> 29,941
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,941
<EPS-BASIC> 0.27
<EPS-DILUTED> 0.27
<YIELD-ACTUAL> 3.87
<LOANS-NON> 34,937
<LOANS-PAST> 12,693
<LOANS-TROUBLED> 1,252
<LOANS-PROBLEM> 180,000
<ALLOWANCE-OPEN> 95,993
<CHARGE-OFFS> 4,535
<RECOVERIES> 1,090
<ALLOWANCE-CLOSE> 98,095
<ALLOWANCE-DOMESTIC> 98,095
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
