e8-k

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WLtGDALTk1OsRkkLXywkuKPsYvJYy5vIM464aPnjslDDLvRrWx0n65kXT0eEvp0w d1QtWwdUf8XOKbP4sqUIYQ== 0000950144-01-005168.txt : 20010421 0000950144-01-005168.hdr.sgml : 20010421 ACCESSION NUMBER: 0000950144-01-005168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010419 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION PLANTERS CORP CENTRAL INDEX KEY: 0000100893 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620859007 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10160 FILM NUMBER: 1606400 BUSINESS ADDRESS: STREET 1: UNION PLANTERS ADMINSTRATIVE CENTER STREET 2: 7130 GOODLETT FARMS PARKWAY CITY: MEMPHIS STATE: TN ZIP: 38018 BUSINESS PHONE: 9015806000 MAIL ADDRESS: STREET 1: 7130 GOODLETT FARMS PKWY STREET 2: UNION PLANTERS ADMINISTRATIVE CENTER CITY: MEMPHIS STATE: TN ZIP: 38018 8-K 1 g68679e8-k.htm UNION PLANTERS CORPORATION e8-k

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


April 19, 2001		(April 19, 2001)









Date of Report		(Date of earliest event reported)

UNION PLANTERS CORPORATION

(Exact name of registrant as specified in charter)


TENNESSEE	1-10160	62-0859007

(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

UNION PLANTERS ADMINISTRATIVE CENTER
7130 GOODLETT FARMS PARKWAY
MEMPHIS, TENNESSEE 38018

(Address of principal executive offices)

Registrant’s telephone number, including area code: (901) 580-6000

Not Applicable

(Former name or former address, if changed since last report)

Item 5. Other Events

First Quarter 2001 Earnings Release

On April 19, 2001, Union Planters Corporation announced operating results for the three months ended March 31, 2001. A copy of the Company’s press release announcing the results is attached as Exhibit 99.1 and is incorporated by reference herein. Any reference in the press release to the Company’s web site does not incorporate by reference information contained on the web site. The Company also provided supplemental financial information for analysts and other interested investors, which are attached as Exhibit 99.2 and 99.3, and are incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Statements, and Exhibits


	C. Exhibits




	99.1		Union Planters Corporation Press Release dated April 19, 2001 announcing operating results for the three months ended March 31, 2001




	99.2		First Quarter 2001 Unaudited Supplemental Financial Information




	99.3		First Quarter 2001 Unaudited Analyst Information

SIGNATURE

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 hereunto duly authorized.


		Union Planters Corporation

		Registrant

Date: April 19, 2001		/s/ Bobby L. Doxey

		Bobby L. Doxey Senior Executive Vice President, Chief Financial Officer, and Chief Accounting Officer

3 EX-99.1 2 g68679ex99-1.txt PRESS RELEASE DATED APRIL 19, 2001 1 EXHIBIT 99.1 Union Planters Corporation Press Release dated April 19, 2001 announcing operating results for the three months ended March 31, 2001 2 APRIL 19, 2001 UNION PLANTERS CORPORATION ANNOUNCES RECORD FIRST QUARTER CASH OPERATING EARNINGS OF $.87 PER SHARE Memphis, TN -- Union Planters Corporation (NYSE: UPC) today reported cash operating earnings for the first quarter of 2001 of $120.3 million, or $.87 per diluted share, an increase of 4.8% over the $.83 per diluted share for the same period in 2000. Cash operating earnings exclude goodwill and other intangibles amortization and nonoperating items, net of taxes. These earnings provided a return on average assets of 1.39%, a return on average common equity of 16.44%, and a return on average tangible common equity of 24.38%. Net earnings for the first quarter 2001 were $106.4 million, or $.77 per diluted share, an increase of 5.5% compared to $.73 per diluted share for the same period in 2000. Net earnings represented a return on average assets of 1.23% and a return on average common equity of 14.54%. The results for the first quarter of 2001 include the acquisition of Jefferson Savings Bancorp, Inc., the parent company of Jefferson Heritage Bank, a federal savings bank. Jefferson is headquartered in Ballwin, Missouri and has locations in Missouri and Texas. The acquisition was completed on February 12, 2001 and accounted for as a purchase. "We are pleased to report a solid first quarter," said Jackson W. Moore, Chairman and Chief Executive Officer. "We are especially pleased with the quality and sources of our earnings this quarter. We continue to focus on the basics, increasing noninterest income as a percentage of total revenue, improving our operating performance, and keeping our credit quality strong. Our net interest margin was up from last quarter due to 3 the recent decline in interest rates, and we expect this trend to continue. We made impressive strides in the growth of our noninterest income and our operating efficiency ratio for the quarter continued to improve. Given the current economic environment, industry nonperforming assets are increasing. We are impacted primarily in the residential mortgage portfolio. We have historically experienced very low losses relative to nonperforming assets and we expect this trend to continue." NET INTEREST INCOME Net interest income on a fully taxable-equivalent basis was $320.3 million for the first quarter of 2001, an increase of $10.5 million or 3.4% over the $309.8 million reported for the prior quarter, and down slightly from the $323.9 million recorded in the same quarter of last year. The increase compared to prior quarter is attributable to continued growth in loan production, improved pricing of loan products and an overall decline in interest rates. The interest-rate spread and net interest margin for the first quarter of 2001 improved to 3.34% and 4.05%, respectively, from the 3.20% and 3.95%, respectively, reported for the fourth quarter of 2000. Average loans (excluding FHA/VA loans) were $24.9 billion for the first quarter of 2001 compared to $21.5 billion for the same period in 2000 and compared to $23.7 billion for the fourth quarter of 2000. Net of loan divestitures and the Jefferson acquisition, average loans increased during the first quarter by 12.7% compared to the same quarter last year. This increase was driven by 22.2% growth in residential real estate loans and 11.8% growth in commercial, financial and agricultural loans. Consistent with current economic conditions, a slight decline in commercial and consumer loan growth was experienced in the first quarter of 2001 compared to the prior quarter. This was offset, however, by the continued increase in production of residential mortgage loans. 4 Average deposits were $23.1 billion for the first quarter of 2001 compared to $23.0 billion for the fourth quarter of 2000 and $23.3 billion for the same quarter last year. The decline in total deposits has stabilized but the environment continues to be very competitive, which will require continual, close monitoring of the overall deposit pricing strategy. NONINTEREST INCOME Growth in noninterest income continues to be a priority. Noninterest income was $164.9 million for the first quarter of 2001, an increase of $18.9 million, or 13.0%, from the prior quarter and an increase of $37.3 million, or 29.3%, from the same quarter last year. The strong growth in noninterest income is attributable to successful efforts in several areas. A more consistent administration of competitive pricing and collections on all account relationships across the entire franchise resulted in a 27.1%, or $11.4 million, increase in customer fee income in the first quarter of 2001, compared to the same quarter in 2000. In addition, the lower interest-rate environment and the divestiture of home mortgage loans resulted in double digit growth in mortgage banking revenues in the first quarter. Bank card income, primarily merchant servicing income, trust fees, factoring commissions and income from an investment in a broker dealer operation also showed good growth compared to the first quarter of 2000. Strategic Outsourcing Inc. (SOI), which was acquired in April 2000, accounted for $6.0 million of the increase in noninterest income over the same quarter last year. Noninterest income as a percent of total revenue increased to 34.7% in the first quarter of 2001, compared to 28.8% in the same quarter last year. 5 EFFICIENCY The efficiency ratio for the first quarter of 2001 was 56.31%, compared to 57.1% for the fourth quarter of 2000 and 56.68% for the same quarter in 2000. Noninterest expense for the first quarter of 2001 was $289.7 million, compared to $276.2 million in the prior quarter, and $271.7 million in the same quarter last year. The Jefferson and SOI acquisitions accounted for $7.8 million of the increase in noninterest expense over the first quarter of 2000. The lower interest-rate environment resulted in increased amortization of mortgage servicing rights as well as a valuation adjustment, which increased noninterest expense by $5.7 million over the same quarter last year. Increases in goodwill and other intangibles amortization related primarily to the Jefferson and SOI acquisitions. CREDIT QUALITY As expected, nonperforming assets increased to $232.3 million, or .95% of loans and foreclosed properties at March 31, 2001, compared to $177.9 million, or .75%, respectively, at December 31, 2000 and $172.4 million, or .79%, as of March 31, 2000. The Jefferson acquisition accounted for 25% of the increase, while the majority of the remaining increase was within the residential mortgage portfolio. Given the current economy, nonperforming assets are expected to continue to trend upward over the next few quarters. However, the risk of losses will be mitigated by the diversity of the loan portfolio and the conservative underwriting practices across the banking franchise. The provision for losses on loans for the first quarter of 2001 was $25.3 million, or .41% of average loans, compared to $20.1 million, or .34% of average loans, for the fourth quarter 2000 and compared to $17.3 million, or .32% of average loans, for the first quarter last year. Net charge-offs as a percentage of average loans were .37% for the first 6 quarter of 2001, a decrease from the .42% reported in fourth quarter 2000, and an increase from .26% over the same quarter in 2000. The allowance for losses on loans totaled $342.1 million at March 31, 2001, equal to 1.41% of loans and 195% of nonperforming loans. CAPITAL STRENGTH Total shareholders' equity was $3.1 billion at March 31, 2001. This represented 8.72% of period-end assets of $35.4 billion. The leverage ratio was 6.61%. SHARE PURCHASE PLAN In February 2000, the Board of Directors approved a plan to purchase 7.1 million shares of common stock, of which 1,610,000 shares have been purchased to date. In addition, management announced its intent to repurchase the shares issued in the Jefferson acquisition. As of March 31, 2001, 2,191,000 shares of the 4,371,000 shares issued had been repurchased. THE COMPANY Union Planters Corporation, headquartered in Memphis, Tennessee, is a multi-state bank holding company with 1,068 ATMs and 835 banking offices in Alabama, Arkansas, Florida, Illinois, Indiana, Iowa, Kentucky, Louisiana, Mississippi, Missouri, Tennessee, and Texas. At December 31, 2000, Union Planters Corporation was the 27th largest bank holding company in the United States based on total assets. The Company's common stock is traded on the New York Stock Exchange under the symbol UPC and is included in the S & P 500 Index. This press release contains forward-looking statements relating to management's expectations regarding the impact of the reduction in interest rates on the net interest margin and expected trends in nonperforming assets and the related risk of losses. These statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and the current economic environment. Union Planters' actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties. A discussion of factors affecting business and prospects is contained in Union Planters' filings with the Securities and Exchange Commission, 7 specifically "Risk Factors" in the 2000 Annual Report on Form 10-K and "Cautionary Statement Regarding Forward-Looking Information" in Union Planters' 2000 Annual Report to Shareholders. Union Planters undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events. -O0O- FOR ADDITIONAL INFORMATION, INCLUDING SUPPLEMENTAL FINANCIAL INFORMATION FOR THE FIRST QUARTER OF 2001, VISIT UNION PLANTERS' WEB SITE AT http://www.unionplanters.com, ACCESS UNION PLANTERS CURRENT REPORT ON FORM 8-K DATE APRIL 19, 2001 WHICH WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR CONTACT: BOBBY L. DOXEY SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (901) 580-4565 [TWO PAGE FINANCIAL ATTACHMENT FOLLOWS] 8 UNION PLANTERS CORPORATION FINANCIAL HIGHLIGHTS (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED MARCH 31, 2001 2000 ----------- ------------- INCOME STATEMENT AMOUNTS Net interest income Actual $ 311,026 $ 314,750 Taxable-equivalent basis 320,292 323,872 Provision for losses on loans 25,300 17,303 Noninterest income Investment securities gains 25 -- Other 164,889 127,569 Noninterest expense 289,672 271,705 Earnings before income taxes 160,968 153,311 Income taxes 54,601 51,974 NET EARNINGS 106,367 101,337 NET EARNINGS APPLICABLE TO COMMON SHARES 105,981 100,925 OPERATING EARNINGS (1) 106,352 101,337 CASH OPERATING EARNINGS (2) 120,272 114,659 PER COMMON SHARE DATA Net earnings - basic $ .78 $ .74 - diluted .77 .73 Operating earnings (1) - basic .78 .74 - diluted .77 .73 Cash operating earnings (2) - basic .88 .84 - diluted .87 .83 Cash dividends .50 .50 Book value 22.39 19.77 BALANCES AT END OF PERIOD Loans, excluding FHA/VA government-insured/guaranteed loans $24,294,794 $ 21,730,479 Allowance for losses on loans 342,138 345,821 Nonperforming assets Nonaccrual loans 174,027 130,483 Restructured loans 1,401 1,811 Foreclosed properties 56,835 40,098 Loans 90 days past due 109,705 81,738 FHA/VA government-insured/guaranteed loans 303,177 479,255 Nonaccrual 3,216 5,767 90 days past due 129,776 216,185 Available for sale investment securities Amortized cost 6,432,965 7,572,300 Fair value 6,523,197 7,341,647 Unrealized gain (loss), net of taxes 56,881 (145,837) Total assets 35,423,470 33,350,510 Total deposits 23,605,227 23,370,070 Total shareholders' equity 3,088,107 2,698,580 Total common equity 3,068,662 2,678,038 Tier 1 capital 2,255,613 2,093,134
9 UNION PLANTERS CORPORATION FINANCIAL HIGHLIGHTS (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED MARCH 31, 2001 2000 ----------- ------------- AVERAGE BALANCES Loans, excluding FHA/VA government-insured/ guaranteed loans $24,904,776 $ 21,531,467 FHA/VA government-insured/guaranteed loans 290,423 499,234 Investment securities 6,633,985 7,645,215 Earning assets 32,103,877 30,048,208 Total assets 35,103,823 33,252,814 Total deposits 23,114,141 23,286,293 Interest-bearing liabilities 27,546,058 25,781,245 Demand deposits 3,890,023 4,027,414 Shareholders' equity 2,976,605 2,841,875 Common equity 2,957,073 2,821,109 OTHER SUPPLEMENTAL INFORMATION Net earnings Return on average assets 1.23% 1.23% Return on average common equity 14.54 14.39 Cash operating earnings (2) Return on average assets 1.39 1.39 Return on average common equity 16.44 16.29 Return on average tangible assets 1.43 1.43 Return on average tangible common equity 24.38 24.77 Allowance for losses on loans to loans (3) 1.41 1.59 Nonperforming loans to loans (3) .72 .61 Nonperforming assets to loans and foreclosed properties (3) .95 .79 Net charge-offs of loans $ 22,600 $ 13,782 Net charge-offs as a percentage of average loans (3) .37% .26% Common shares outstanding (end of period, in thousands) 137,051 135,487 Weighted average shares outstanding (in thousands) Basic 136,600 136,546 Diluted 138,179 138,073 Yield on earning assets (taxable-equivalent basis) 8.31% 8.17% Rate on interest-bearing liabilities 4.97 4.47 Interest rate spread (taxable-equivalent basis) 3.34 3.70 Net interest income as a percentage of average earning assets (taxable-equivalent basis) 4.05 4.34 Shareholders' equity to total assets 8.72 8.09 Leverage ratio 6.61 6.48
(1) Earnings before nonoperating items, net of taxes (2) Earnings before goodwill and other intangibles amortization and nonoperating items, net of taxes (3) Excludes FHA/VA government-insured/guaranteed loans. EX-99.2 3 g68679ex99-2.txt FIRST QUARTER 2001 UNAUDITED SUPPLEMENTAL 1 EXHIBIT 99.2 First Quarter 2001 Unaudited Supplemental Financial Information 2 UNION PLANTERS CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited)
March 31, Variance ------------------------------ ------------------------- 2001 2000 Dollar Percentage ------------ ------------ ------------ ---------- (Dollars in thousands) ASSETS Cash and due from banks $ 777,098 $ 963,297 $ (186,199) (19.33)% Interest-bearing deposits at financial institutions 30,012 17,429 12,583 72.20 Federal funds sold and securities purchased -- -- under agreements to resell 2,867 40,023 (37,156) (92.84) Trading account assets 261,221 207,996 53,225 25.59 Loans held for resale 1,053,357 338,694 714,663 211.01 Available for sale securities (Amortized cost: $6,432,965, $7,572,300, and $6,849,457, respectively) 6,523,197 7,341,647 (818,450) (11.15) Loans 24,619,668 22,235,492 2,384,176 10.72 Less: Unearned income (21,697) (25,758) 4,061 15.77 Allowance for losses on loans (342,138) (345,821) 3,683 1.07 ------------ ------------ ----------- Net loans 24,255,833 21,863,913 2,391,920 10.94 Premises and equipment, net 603,146 628,370 (25,224) (4.01) Accrued interest receivable 291,426 283,115 8,311 2.94 FHA/VA claims receivable 79,888 104,052 (24,164) (23.22) Mortgage servicing rights, net 118,551 126,905 (8,354) (6.58) Goodwill and other intangibles, net 980,740 955,199 25,541 2.67 Other assets 446,134 479,870 (33,736) (7.03) ------------ ------------ ----------- Total assets $ 35,423,470 $ 33,350,510 $ 2,072,960 6.22 ============ ============ =========== Liabilities and shareholders' equity Deposits Noninterest-bearing $ 4,047,894 $ 4,185,808 $ (137,914) (3.29) Certificates of deposit of $100,000 and over 2,182,318 2,044,939 137,379 6.72 Other interest-bearing 17,375,015 17,139,323 235,692 1.38 ------------ ------------ ----------- Total deposits 23,605,227 23,370,070 235,157 1.01 Short-term borrowings 5,301,437 5,384,459 (83,022) (1.54) Short and medium-term senior notes 60,000 260,000 (200,000) (76.92) Federal Home Loan Bank advances 1,361,452 201,720 1,159,732 574.92 Other long-term debt 1,276,214 829,342 446,872 53.88 Accrued interest, expenses, and taxes 359,334 259,274 100,060 38.59 Other liabilities 371,699 347,065 24,634 7.10 ------------ ------------ ----------- Total liabilities 32,335,363 30,651,930 1,683,433 5.49 ------------ ------------ ----------- Commitments and contingent liabilities -- -- -- -- Shareholders' equity Convertible preferred stock 19,445 20,542 (1,097) (5.34) Common stock, $5 par value; 300,000,000 shares authorized; 137,050,599 issued and outstanding (135,486,993 at March 31, 2000, and 134,734,841 at December 31, 2000) 685,253 677,435 7,818 1.15 Additional paid-in capital 869,947 741,908 128,039 17.26 Retained earnings 1,472,877 1,416,477 56,400 3.98 Unearned compensation (16,296) (11,945) (4,351) (36.43) Accumulated other comprehensive income- unrealized -- -- loss on available for sale securities, net 56,881 (145,837) 202,718 139.00 ------------ ------------ ----------- Total shareholders' equity 3,088,107 2,698,580 389,527 14.43 ------------ ------------ ----------- Total liabilities and shareholders' equity $ 35,423,470 $ 33,350,510 $ 2,072,960 6.22 ============ ============ ===========
3 UNION PLANTERS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, VARIANCE ------------------------------- ------------------------- 2001 2000 DOLLAR PERCENTAGE ------------ ------------ ----------- ---------- (dollars in thousands, except per share data) INTEREST INCOME Interest and fees on loans $ 529,097 $ 469,763 $ 59,334 12.6% Interest on investment securities Taxable 88,685 101,691 (13,006) (12.8) Tax-exempt 15,362 16,813 (1,451) (8.6) Interest on deposits at financial institutions 487 320 167 52.2 Interest on federal funds sold and securities purchased under agreements to resell 519 1,029 (510) (49.6) Interest on trading account assets 4,237 5,054 (817) (16.2) Interest on loans held for resale 10,030 6,318 3,712 58.8 ------------ ------------ ----------- Total interest income 648,417 600,988 47,429 7.9 ------------ ------------ ----------- INTEREST EXPENSE Interest on deposits 217,101 189,968 27,133 14.3 Interest on short-term borrowings 81,864 76,696 5,168 6.7 Interest on long-term debt 38,426 19,574 18,852 96.3 ------------ ------------ ----------- Total interest expense 337,391 286,238 51,153 17.9 ------------ ------------ ----------- NET INTEREST INCOME 311,026 314,750 (3,724) (1.2) PROVISION FOR LOSSES ON LOANS 25,300 17,303 7,997 46.2 ------------ ------------ ----------- NET INTEREST INCOME AFTER PROVISION FOR LOSSES ON LOANS 285,726 297,447 (11,721) (3.9) ------------ ------------ ----------- NONINTEREST INCOME Service charges on deposit accounts 53,416 42,031 11,385 27.1 Mortgage banking revenue 39,093 22,443 16,650 74.2 Bank card income 9,660 8,422 1,238 14.7 Factoring commissions 7,399 7,144 255 3.6 Trust service income 7,084 6,665 419 6.3 Profits and commissions from trading activities 2,718 1,463 1,255 85.8 Investment securities gains 25 -- 25 NA Other income 45,519 39,401 6,118 15.5 ------------ ------------ ----------- Total noninterest income 164,914 127,569 37,345 29.3 ------------ ------------ ----------- NONINTEREST EXPENSE Salaries and employee benefits 132,343 128,731 3,612 2.8 Net occupancy expense 25,767 23,399 2,368 10.1 Equipment expense 22,134 21,075 1,059 5.0 Goodwill and other intangibles amortization 16,451 15,847 604 3.8 Other expense 92,977 82,653 10,324 12.5 ------------ ------------ ----------- Total noninterest expense 289,672 271,705 17,967 6.6 ------------ ------------ ----------- EARNINGS BEFORE INCOME TAXES 160,968 153,311 7,657 5.0 Applicable income taxes 54,601 51,974 2,627 5.1 ------------ ------------ ----------- NET EARNINGS $ 106,367 $ 101,337 $ 5,030 5.0% ============ ============ =========== NET EARNINGS APPLICABLE TO COMMON SHARES $ 105,981 $ 100,925 $ 5,056 5.0% ============ ============ =========== EARNINGS PER COMMON SHARE Basic $ .78 $ .74 $ .04 5.4% Diluted .77 .73 .04 5.5 AVERAGE COMMON SHARES OUTSTANDING (IN THOUSANDS) Basic 136,600 136,546 54 0.0% Diluted 138,179 138,073 106 0.1
4 UNION PLANTERS CORPORATION SUMMARY OF CONSOLIDATED RESULTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------------- 2001 2000 VARIANCE PERCENTAGE ------------ ------------ ----------- ---------- (Dollars in thousands) Interest income $ 648,417 $ 600,988 $ 47,429 7.9% Interest expense (337,391) (286,238) (51,153) 17.9 ------------ ------------ ----------- NET INTEREST INCOME 311,026 314,750 (3,724) (1.2) PROVISION FOR LOSSES ON LOANS (25,300) (17,303) (7,997) 46.2 ------------ ------------ ----------- NET INTEREST INCOME AFTER PROVISION FOR LOSSES ON LOANS 285,726 297,447 (11,721) (3.9) NONINTEREST INCOME Service charges on deposit accounts 53,416 42,031 11,385 27.1 Mortgage banking revenue 39,093 22,443 16,650 74.2 Bank card income 9,660 8,422 1,238 14.7 Factoring commissions 7,399 7,144 255 3.6 Trust service income 7,084 6,665 419 6.3 Profits and commissions from trading activities 2,718 1,463 1,255 85.8 Other income 45,519 39,401 6,118 15.5 ------------ ------------ ----------- Total noninterest income 164,889 127,569 37,320 29.3 ------------ ------------ ----------- NONINTEREST EXPENSE Salaries and employee benefits 132,343 128,731 3,612 2.8 Net occupancy expense 25,767 23,399 2,368 10.1 Equipment expense 22,134 21,075 1,059 5.0 Goodwill and other intangibles amortization 16,451 15,847 604 3.8 Other expense 92,977 82,653 10,324 12.5 ------------ ------------ ----------- Total noninterest expense 289,672 271,705 17,967 6.6 ------------ ------------ ----------- EARNINGS BEFORE NONOPERATING ITEMS AND INCOME TAXES 160,943 153,311 7,632 5.0 NONOPERATING ITEMS Investment securities gains 25 -- 25 NM ------------ ------------ ----------- EARNINGS BEFORE INCOME TAXES 160,968 153,311 7,657 5.0 Applicable income taxes (54,601) (51,974) (2,627) 5.1 ------------ ------------ ----------- NET EARNINGS $ 106,367 $ 101,337 $ 5,030 5.0 ============ ============ =========== NET EARNINGS $ 106,367 $ 101,337 $ 5,030 5.0% Other significant items, net of taxes (15) -- (15) NM ------------ ------------ ----------- NET OPERATING EARNINGS 106,352 101,337 5,015 4.9 Goodwill and other intangibles amortization, net of taxes 13,920 13,322 598 4.5 ------------ ------------ ----------- CASH OPERATING EARNINGS $ 120,272 $ 114,659 $ 5,613 4.9 ============ ============ =========== PER COMMON SHARE Diluted earnings per common share $ .77 $ .73 $ .04 4.9% Diluted operating earnings per common share .77 .73 .04 4.9 Diluted cash operating earnings per common share .87 .83 .04 4.8
5 UNION PLANTERS CORPORATION CONSOLIDATED DAILY AVERAGE BALANCE SHEET AND INTEREST RATES
THREE MONTHS ENDED MARCH 31, ----------------------------------------------------------------------------- 2001 2000 ------------------------------------- ------------------------------------- INTEREST FTE INTEREST FTE AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ BALANCE EXPENSE RATE BALANCE EXPENSE RATE ------------ ------------ ------- ----------- ----------- ------- (DOLLARS IN THOUSANDS) ASSETS Interest-bearing deposits at financial institutions $ 33,320 $ 487 5.93% $ 35,491 $ 320 3.63% Federal funds sold and securities purchased under agreements to resell 34,799 519 6.05 71,232 1,029 5.81 Trading account assets 206,574 4,237 8.32 265,569 5,054 7.65 Investment securities(1)(2) Taxable securities 5,450,605 88,685 6.60 6,369,279 101,691 6.42 Tax-exempt securities 1,183,380 22,958 7.87 1,275,936 24,692 7.78 ------------- ------------ ----------- ---------- Total investment securities 6,633,985 111,643 6.83 7,645,215 126,383 6.65 Loans, net of unearned income(1),(3),(4) 25,195,199 540,797 8.70 22,030,701 477,323 8.71 ------------- ------------ ----------- ---------- TOTAL EARNING ASSETS(1),(2),(3),(4) 32,103,877 657,683 8.31 30,048,208 610,109 8.17 ------------ ---------- Cash and due from banks 793,520 976,291 Premises and equipment 602,916 632,962 Allowance for losses on loans (338,675) (346,177) Goodwill and other intangibles 962,693 966,281 Other assets 979,492 975,249 ------------ ----------- TOTAL ASSETS $ 35,103,823 $33,252,814 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY Money market accounts $ 3,945,402 42,477 4.37% $ 3,915,206 39,027 4.01% Interest-bearing checking 3,149,582 11,433 1.47 3,403,196 12,694 1.50 Savings deposits 1,350,986 4,877 1.46 1,558,341 5,629 1.45 Certificates of deposit of $100,000 and over 2,263,341 34,783 6.23 1,978,169 26,088 5.30 Other time deposits 8,514,807 123,531 5.88 8,403,967 106,530 5.10 Short-term borrowings Federal funds purchased and securities sold under agreements to repurchase 3,843,865 50,730 5.35 2,343,982 30,752 5.28 Short-term senior notes -- -- -- 72,527 1,112 6.17 Other 2,121,701 31,134 5.95 3,005,971 44,832 6.00 Long-term debt Federal Home Loan Bank advances 1,336,153 19,595 5.95 202,083 3,012 5.99 Subordinated capital notes 657,925 11,234 6.92 475,499 7,759 6.56 Medium-term senior notes 60,000 1,025 6.93 60,000 1,025 6.87 Trust Preferred Securities 199,084 4,128 8.41 199,049 4,128 8.34 Other 103,212 2,444 9.60 163,255 3,650 8.99 ------------ ------------ ----------- ----------- TOTAL INTEREST-BEARING LIABILITIES 27,546,058 337,391 4.97 25,781,245 286,238 4.47 Noninterest-bearing demand deposits 3,890,023 -- 4,027,414 -- ------------ ------------ ----------- ------------ TOTAL SOURCES OF FUNDS 31,436,081 337,391 29,808,659 286,238 ------------ ----------- Other liabilities 691,137 602,280 Shareholders' equity Preferred stock 19,532 20,766 Common equity 2,957,073 2,821,109 ------------ ------------ Total shareholders' equity 2,976,605 2,841,875 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 35,103,823 $33,252,814 ============ ============ NET INTEREST INCOME (1) $ 320,292 $ 323,871 =========== =========== NET INTEREST RATE SPREAD (1) 3.34% 3.70% ==== ==== NET INTEREST MARGIN (1) 4.05% 4.34% ==== ==== TAXABLE-EQUIVALENT ADJUSTMENTS Loans $ 1,670 $ 1,242 Investment securities 7,596 7,879 ------------ ----------- Total $ 9,266 $ 9,121 ============ ===========
- ------------------ (1) Taxable-equivalent yields are calculated assuming a 35% federal income tax rate. (2) Yields are calculated on historical cost and exclude the impact of the unrealized gain (loss) on available for sale securities. (3) Includes loan fees in both interest income and the calculation of the yield on loans. (4) Includes loans on nonaccrual status. EX-99.3 4 g68679ex99-3.txt FIRST QUARTER 2001 UNAUDITED ANALYST INFORMATION 1 EXHIBIT 99.3 First Quarter 2001 Unaudited Analyst Information 2 ~~UNION PLANTERS CORPORATION SUPPLEMENTAL INFORMATION (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) UNAUDITED MARCH 31, 2001~~

THREE INCOME STATEMENT MONTHS - -------------------- ------- INTEREST INCOME (TE) 657,683 INTEREST EXPENSE 337,391 NET INTEREST INCOME (TE) 320,292 LOAN LOSS PROVISION 25,300 NONINTEREST INCOME INVESTMENT SECURITIES GAINS 25 TRADING ACCOUNT 2,718 FOREIGN EXCHANGE (A) TRUST REVENUE 7,084 BANK CARD INCOME 9,660 MORTGAGE BANKING REVENUE 39,093 SERVICE CHARGES ON DEPOSITS 53,416 FACTORING COMMISSIONS 7,399 INSURANCE COMMISSIONS 4,112 ANNUITY SALES INCOME 3,728 BROKERAGE FEE INCOME 3,821 NET SOI REVENUES 6,046 ATM TRANSACTION FEES 6,936 LOSS ON SALE OF BRANCHES AND OTHER SELECTED ASSETS (51) OTHER INCOME 20,927 TOTAL NONINTEREST INCOME 164,914 NONINTEREST EXPENSE SALARIES AND BENEFITS 132,343 OCCUPANCY EXPENSE 25,767 EQUIPMENT EXPENSE 22,134 GOODWILL AND OTHER INTANGIBLES AMORT. (H) 16,451 AMORTIZATION OF MORTGAGE SERV. RIGHTS/LOSS IMPAIRMENT 10,291 OTHER EXPENSES 82,686 TOTAL NONINTEREST EXPENSE 289,672 EARNINGS BEFORE TAXES (TE) 170,234 TAX-EQUIVALENT ADJUSTMENT 9,266 REPORTED EARNINGS BEFORE TAXES 160,968 TAXES 54,601 NET INCOME 106,367 RETURN ON AVERAGE ASSETS 1.23 RETURN ON AVERAGE COMMON EQUITY 14.53 OPERATING EARNINGS (B) 106,352 RETURN ON AVERAGE ASSETS 1.23 RETURN ON AVERAGE COMMON EQUITY 14.53 CASH OPERATING EARNINGS (C) 120,272 RETURN ON AVERAGE ASSETS 1.39 RETURN ON AVERAGE COMMON EQUITY 16.44 RETURN ON AVERAGE TANGIBLE ASSETS 1.43 RETURN ON AVERAGE TANGIBLE COMMON EQUITY 24.38 PER SHARE DATA - -------------- NET EARNINGS BASIC .78 DILUTED .77 OPERATING EARNINGS BASIC .78 DILUTED .77 CASH OPERATING EARNINGS BASIC .88 DILUTED .87 COMMON DIVIDEND PER SHARE .50 EOP COMMON BOOK VALUE 22.39 EOP COMMON TANGIBLE BOOK VALUE (D) 15.23 HIGH COMMON STOCK PRICE 39.12 LOW COMMON STOCK PRICE 34.70 CREDIT QUALITY DATA - ------------------- NONACCRUAL LOANS 174,027 RENEGOTIATED LOANS 1,401 ORE, NET 54,819 FORECLOSED PROPERTY 2,016 TOTAL NONPERFORMING ASSETS 232,263 LOANS 90 DAYS PAST DUE 109,705 FHA/VA GOVERNMENT INSURED/GUARANTEED LOANS NONACCRUAL 3,216 LOANS 90 DAYS PAST DUE 129,776 GROSS CHARGE-OFFS 36,114 RECOVERIES 13,514 NET CHARGE-OFFS 22,600 DECREASE IN ALLOWANCE DUE TO SALE OF LOANS 1,767 INCREASE IN ALLOWANCE DUE TO ACQUISITIONS 5,753 SHARE INFORMATION - ----------------- EOP SHARES OUTSTANDING (IN THOUSANDS) 137,051 EOP SERIES E PREFERRED SHARES OUTSTANDING 778 EOP SHARES OUTSTANDING ASSUMING CONVERSION OF CONVERTIBLE PREFERRED STOCK 138,023 WEIGHTED AVERAGE SHARES OUTSTANDING BASIC 136,600 DILUTED 138,179 COMMON DIVIDENDS 67,408 PREFERRED DIVIDENDS - SERIES E CONVERTIBLE 386 DATE OF LAST CASH DIVIDEND INCREASE (QUARTERLY 1-15-98 DIVIDEND WAS INCREASED TO $.50 PER SHARE) PARENT COMPANY DATA - ------------------- PARENT COMPANY GOODWILL 0 PARENT COMPANY EQUITY INVESTMENT IN SUBS 3,238,532
3 UNION PLANTERS CORPORATION SUPPLEMENTAL INFORMATION (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) March 31, 2001 - --------- UNAUDITED - --------- THREE AVERAGE BALANCE SHEET DATA MONTHS - -------------------------- ---------- TOTAL LOANS AND LEASES EXCLUDING FHA/VA GOVERNMENT-INSURED/GUARANTEED LOANS (E) 24,904,776 FHA/VA GOVERNMENT-INSURED/GUARANTEED LOANS 290,423 TOTAL SECURITIES 6,633,985 OTHER EARNING ASSETS 274,693 TOTAL EARNING ASSETS 32,103,877 RESERVE FOR LOANS AND LEASES 338,675 GOODWILL AND OTHER INTANGIBLES 962,693 TOTAL ASSETS 35,103,823 MONEY MARKET ACCOUNTS 3,945,402 INTEREST-BEARING CHECKING 3,149,582 SAVINGS DEPOSITS 1,350,986 OTHER CONSUMER TIME 8,514,807 CD'S > $100,000 2,263,341 SHORT-TERM BORROWINGS (F) 5,965,566 INTERMEDIATE AND LONG- TERM BORROWINGS (G) 2,356,374 TOTAL INTEREST-BEARING LIABILITIES 27,546,058 DEMAND DEPOSITS 3,890,023 CONVERTIBLE PREFERRED EQUITY 19,532 COMMON EQUITY 2,957,073 TOTAL EQUITY 2,976,605 OTHER INFORMATION - ----------------- TAX (BENEFIT) APPLICABLE TO SEC TRANSACTIONS 10 NUMBER OF BANKING SUBSIDIARIES 4 DOMESTIC BANK BRANCHES 835 (FULL SERVICE AND LIMITED SERVICE) NUMBER OF ATM LOCATIONS 1,068 EMPLOYEES (FTE) 12,608 EXPENSE RATIO 1.25 EFFICIENCY RATIO 56.31 CAPITAL ADEQUACY - ---------------- TIER I CAPITAL 2,255,613 TIER II CAPITAL (I) RISK-ADJUSTED ASSETS (I) LEVERAGE RATIO 6.61 PERIOD END BALANCE SHEET - ------------------------ TOTAL LOANS AND LEASES EXCLUDING FHA/VA GOVERNMENT-INSURED/GUARANTEED LOANS (E) 24,294,794 FHA/VA GOVERNMENT INSURED/ GUARANTEED LOANS 303,177 RESERVE FOR LOANS AND LEASES 342,138 AVAILABLE FOR SALE INVESTMENT SECURITIES AMORTIZED COST 6,432,965 FAIR VALUE 6,523,197 EARNING ASSETS 32,468,625 ASSETS 35,423,470 GOODWILL 817,668 PURCHASED CREDIT CARD RELATIONSHIPS 0 OTHER INTANGIBLES (H) 163,072 TOTAL INTANGIBLES 980,740 MORTGAGE SERVICING RIGHTS 118,551 FOREIGN LOANS (A) DEMAND DEPOSITS 4,047,894 CD'S > $100,000 2,182,318 TOTAL DEPOSITS 23,605,227 SHORT-TERM BORROWINGS (F) 5,301,437 LONG-TERM DEBT SUBORDINATED DEBT-PARENT COMPANY 673,202 SUBORDINATED DEBT-SUBSIDIARY BANK (J) 300,822 TRUST PREFERRED SECURITIES (TruPS) 199,089 ASSET BACKED CERTIFICATES 100,000 SENIOR NOTES (J) 60,000 FEDERAL HOME LOAN BANK ADVANCES (J) 1,361,452 OTHER 3,101 MINORITY INTERESTS 4,688 CONVERTIBLE PREFERRED EQUITY 19,445 COMMON EQUITY 3,068,662 TOTAL EQUITY 3,088,107 UNREALIZED LOSS - NET OF TAX (FAS115) 56,881
4 UNION PLANTERS CORPORATION SUPPLEMENTAL INFORMATION MARCH 31, 2001 NOTES - ----------------------------------------- (A) NOT PRESENTED DUE TO IMMATERIALITY. (B) EARNINGS BEFORE NONOPERATING ITEMS, NET OF TAXES. (C) EARNINGS BEFORE GOODWILL AND OTHER INTANGIBLES AMORTIZATION, AND NONOPERATING ITEMS, NET OF TAXES. (D) CALCULATED DEDUCTING GOODWILL AND ALL OTHER INTANGIBLES. DOES NOT DEDUCT MORTGAGE SERVICING RIGHTS. (E) AMOUNTS SHOWN FOR AVERAGE LOANS ARE NET OF UNEARNED AND GROSS OF RESERVE AND INCLUDE LOANS HELD FOR RESALE. AMOUNTS SHOWN FOR PERIOD END LOANS ARE NET OF UNEARNED AND GROSS OF RESERVE BUT DO NOT INCLUDE LOANS HELD FOR RESALE. (F) INCLUDES THE FOLLOWING:
PERIOD END AVERAGE BALANCE BALANCE THREE MONTHS ENDED 03/31/01 03/31/01 ---------- ------------------ FEDERAL FUNDS PURCHASED $2,168,637 $2,082,711 SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE 1,630,697 1,761,154 SHORT-TERM FEDERAL HOME LOAN BANK ADVANCES 1,500,000 2,117,778 SHORT-TERM SENIOR NOTES 0 0 OTHER 2,103 3,923 ---------- ---------- $5,301,437 $5,965,566 ========== ==========
(G) INCLUDES THE FOLLOWING: AVERAGE BALANCE
AVERAGE BALANCE THREE MONTHS ENDED 03/31/01 ------------------ FEDERAL HOME LOAN BANK ADVANCES* $1,336,153 SUBORDINATED DEBT-PARENT COMPANY 357,085 MEDIUM-TERM SENIOR NOTES 60,000 TRUST PREFERRED SECURITIES (TRuPS) 199,084 ASSET BASED CERTIFICATES 100,000 SUBORDINATED DEBT-SUBSIDIARY BANK 300,840 OTHER LONG-TERM DEBT 3,212 ----------- $2,356,374 =========== * ORIGINAL MATURITY GREATER THAN ONE YEAR
(H) OTHER INTANGIBLES ARE PRIMARILY CORE DEPOSIT PREMIUMS
THREE MONTHS ENDED MARCH 31, 2001 ------------------------------ BEFORE TAX AFTER TAX ---------- ---------- GOODWILL AMORTIZATION $ 11,966 $ 10,187 OTHER INTANGIBLES AMORTIZATION 4,485 3,733 ---------- ---------- TOTAL $ 16,451 $ 13,920 ========== ==========
(I) AVAILABLE 45 DAYS AFTER QUARTER END. (J) OBLIGATIONS OF SUBSIDIARY BANKS. (K) ON FEBRUARY 12, 2001, UNION PLANTERS ACQUIRED JEFFERSON SAVINGS BANCORP, INC. OF BALLWIN, MISSOURI, THE PARENT OF JEFFERSON HERITAGE BANK, A FEDERAL SAVINGS BANK. UNION PLANTERS EXCHANGED APPROXIMATELY 4.4 MILLION SHARES OF ITS COMMON STOCK FOR ALL OF THE OUTSTANDING SHARES OF JEFFERSON SAVINGS. THE ACQUISITION WAS ACCOUNTED FOR AS A PURCHASE. TE = TAXABLE-EQUIVALENT FTE = FULL-TIME EQUIVALENT A BALANCE SHEET, INCOME STATEMENT, AND OTHER SUPPLEMENTAL DATA MAY BE VIEWED ON OUR WEB SITE AT WWW.UNIONPLANTERS.COM. CLICK ON THE 'FINANCIAL REPORTS' BUTTON, THEN ON THE 'INVESTOR INFORMATION' BUTTON. ~~-----END PRIVACY-ENHANCED MESSAGE-----~~