Back to GetFilings.com
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 Period Ended September 30, 2004
|
|
Commission File No. 0-6032 |
(Exact name of registrant as specified in its charter)
| |
|
|
| Delaware
|
|
63-0593897 |
|
|
|
| (State of Incorporation)
|
|
(I.R.S. Employer Identification No.) |
15 South 20th Street
Birmingham, Alabama 35233
(Address of principal executive offices)
(205) 297-3000
(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 (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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes þ No o
Indicate the number of shares outstanding of each of the registrant’s classes
of common stock, as of the latest practicable date.
| |
|
|
| Class
|
|
Outstanding at October 31, 2004 |
|
|
|
| Common Stock, $2 Par Value
|
|
122,873,908 |
The number of pages of this report is 37.
COMPASS BANCSHARES, INC. AND SUBSIDIARIES
INDEX
- 2 -
PART I. FINANCIAL INFORMATION
Item 1 – Financial Statements
COMPASS BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
(In Thousands)
(Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
September 30, 2004
|
|
December 31, 2003
|
Assets |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
635,533 |
|
|
$ |
726,492 |
|
Federal funds sold and securities purchased
under agreements to resell |
|
|
42,503 |
|
|
|
78,165 |
|
Trading account assets |
|
|
54,965 |
|
|
|
59,024 |
|
Investment securities available for sale |
|
|
4,245,188 |
|
|
|
4,375,208 |
|
Investment securities held to maturity (fair value of
$2,937,718 and $2,949,023 for 2004 and 2003, respectively) |
|
|
2,918,380 |
|
|
|
2,936,344 |
|
Loans |
|
|
18,419,986 |
|
|
|
17,365,802 |
|
Allowance for loan losses |
|
|
(256,038 |
) |
|
|
(244,882 |
) |
|
|
|
|
|
|
|
|
|
Net loans |
|
|
18,163,948 |
|
|
|
17,120,920 |
|
Premises and equipment, net |
|
|
530,583 |
|
|
|
527,295 |
|
Bank owned life insurance |
|
|
419,023 |
|
|
|
409,188 |
|
Goodwill |
|
|
298,839 |
|
|
|
293,839 |
|
Other assets |
|
|
472,196 |
|
|
|
436,638 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
27,781,158 |
|
|
$ |
26,963,113 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
Noninterest bearing |
|
$ |
5,319,272 |
|
|
$ |
4,627,153 |
|
Interest bearing |
|
|
11,172,875 |
|
|
|
11,060,670 |
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
16,492,147 |
|
|
|
15,687,823 |
|
Federal funds purchased and securities sold under
agreements to repurchase |
|
|
4,716,861 |
|
|
|
4,118,624 |
|
Other short-term borrowings |
|
|
204,887 |
|
|
|
263,537 |
|
FHLB and other borrowings |
|
|
4,153,745 |
|
|
|
4,827,814 |
|
Accrued expenses and other liabilities |
|
|
227,780 |
|
|
|
193,432 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
25,795,420 |
|
|
|
25,091,230 |
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
Preferred stock (25,000,000 shares authorized; Issued – none) |
|
|
— |
|
|
|
— |
|
Common stock of $2 par value: |
|
|
|
|
|
|
|
|
Authorized – 300,000,000 shares;
Issued – 132,730,134 shares in 2004 and
131,569,085 shares in 2003 |
|
|
265,460 |
|
|
|
263,138 |
|
Treasury stock, at cost (9,956,145 shares in 2004 and
9,482,900 shares in 2003) |
|
|
(344,312 |
) |
|
|
(317,669 |
) |
Surplus |
|
|
257,005 |
|
|
|
227,404 |
|
Loans to finance stock purchases |
|
|
(1,059 |
) |
|
|
(809 |
) |
Unearned restricted stock |
|
|
(11,077 |
) |
|
|
(6,485 |
) |
Accumulated other comprehensive income (loss) |
|
|
(4,031 |
) |
|
|
37,306 |
|
Retained earnings |
|
|
1,823,752 |
|
|
|
1,668,998 |
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity |
|
|
1,985,738 |
|
|
|
1,871,883 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity |
|
$ |
27,781,158 |
|
|
$ |
26,963,113 |
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements (Unaudited)
- 3 -
COMPASS BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands Except Per Share Data)
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
Nine Months Ended |
| |
|
September 30,
|
|
September 30,
|
| |
|
2004
|
|
2003
|
|
2004
|
|
2003
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
238,392 |
|
|
$ |
236,525 |
|
|
$ |
693,530 |
|
|
$ |
743,668 |
|
Interest on investment securities available for sale |
|
|
42,914 |
|
|
|
54,816 |
|
|
|
137,820 |
|
|
|
181,288 |
|
Interest on investment securities held to maturity |
|
|
34,709 |
|
|
|
25,292 |
|
|
|
107,780 |
|
|
|
35,132 |
|
Interest on federal funds sold and securities
purchased under agreements to resell |
|
|
283 |
|
|
|
100 |
|
|
|
599 |
|
|
|
318 |
|
Interest on trading account assets |
|
|
111 |
|
|
|
133 |
|
|
|
367 |
|
|
|
380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
316,409 |
|
|
|
316,866 |
|
|
|
940,096 |
|
|
|
960,786 |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits |
|
|
37,861 |
|
|
|
35,714 |
|
|
|
109,821 |
|
|
|
127,882 |
|
Interest on federal funds purchased and securities
sold under agreements to repurchase |
|
|
15,438 |
|
|
|
8,468 |
|
|
|
35,458 |
|
|
|
20,241 |
|
Interest on other short-term borrowings |
|
|
395 |
|
|
|
247 |
|
|
|
788 |
|
|
|
758 |
|
Interest on FHLB and other borrowings |
|
|
36,184 |
|
|
|
42,179 |
|
|
|
117,898 |
|
|
|
131,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
89,878 |
|
|
|
86,608 |
|
|
|
263,965 |
|
|
|
279,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
226,531 |
|
|
|
230,258 |
|
|
|
676,131 |
|
|
|
680,832 |
|
Provision for loan losses |
|
|
25,617 |
|
|
|
30,354 |
|
|
|
78,140 |
|
|
|
88,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan
losses |
|
|
200,914 |
|
|
|
199,904 |
|
|
|
597,991 |
|
|
|
592,790 |
|
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
73,401 |
|
|
|
63,907 |
|
|
|
210,723 |
|
|
|
175,418 |
|
Credit card service charges and fees |
|
|
19,554 |
|
|
|
15,165 |
|
|
|
55,139 |
|
|
|
44,895 |
|
Insurance commissions |
|
|
11,787 |
|
|
|
11,601 |
|
|
|
39,180 |
|
|
|
32,456 |
|
Retail investment sales |
|
|
8,501 |
|
|
|
6,736 |
|
|
|
24,151 |
|
|
|
21,220 |
|
Asset management fees |
|
|
5,479 |
|
|
|
5,475 |
|
|
|
16,898 |
|
|
|
16,273 |
|
Corporate and correspondent investment sales |
|
|
4,347 |
|
|
|
7,740 |
|
|
|
15,220 |
|
|
|
23,220 |
|
Bank owned life insurance |
|
|
4,224 |
|
|
|
4,066 |
|
|
|
12,427 |
|
|
|
12,984 |
|
Investment securities gains, net |
|
|
25,129 |
|
|
|
3 |
|
|
|
27,336 |
|
|
|
3 |
|
Other |
|
|
19,892 |
|
|
|
19,319 |
|
|
|
63,170 |
|
|
|
62,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
172,314 |
|
|
|
134,012 |
|
|
|
464,244 |
|
|
|
389,092 |
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, benefits and commissions |
|
|
111,061 |
|
|
|
108,580 |
|
|
|
340,528 |
|
|
|
323,257 |
|
Equipment |
|
|
19,301 |
|
|
|
17,778 |
|
|
|
56,602 |
|
|
|
53,977 |
|
Net occupancy |
|
|
16,377 |
|
|
|
15,857 |
|
|
|
49,623 |
|
|
|
45,676 |
|
Professional services |
|
|
13,407 |
|
|
|
14,260 |
|
|
|
40,154 |
|
|
|
41,260 |
|
Marketing |
|
|
9,749 |
|
|
|
8,019 |
|
|
|
28,885 |
|
|
|
24,169 |
|
Communications |
|
|
5,246 |
|
|
|
8,085 |
|
|
|
16,607 |
|
|
|
20,387 |
|
Amortization of intangibles |
|
|
1,621 |
|
|
|
1,841 |
|
|
|
4,871 |
|
|
|
5,467 |
|
Merger and integration |
|
|
233 |
|
|
|
343 |
|
|
|
778 |
|
|
|
1,264 |
|
Loss on prepayment of FHLB advances |
|
|
25,136 |
|
|
|
– |
|
|
|
25,136 |
|
|
|
– |
|
Other |
|
|
30,370 |
|
|
|
27,917 |
|
|
|
90,645 |
|
|
|
78,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
232,501 |
|
|
|
202,680 |
|
|
|
653,829 |
|
|
|
594,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income tax expense |
|
|
140,727 |
|
|
|
131,236 |
|
|
|
408,406 |
|
|
|
387,572 |
|
Income tax expense |
|
|
47,125 |
|
|
|
44,679 |
|
|
|
136,812 |
|
|
|
131,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
93,602 |
|
|
$ |
86,557 |
|
|
$ |
271,594 |
|
|
$ |
255,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.76 |
|
|
$ |
0.70 |
|
|
$ |
2.22 |
|
|
$ |
2.04 |
|
Basic weighted average shares outstanding |
|
|
122,320 |
|
|
|
124,869 |
|
|
|
122,153 |
|
|
|
125,538 |
|
Diluted earnings per share |
|
$ |
0.75 |
|
|
$ |
0.68 |
|
|
$ |
2.17 |
|
|
$ |
2.00 |
|
Diluted weighted average shares outstanding |
|
|
125,557 |
|
|
|
127,566 |
|
|
|
125,218 |
|
|
|
127,986 |
|
Dividends per share |
|
$ |
0.3125 |
|
|
$ |
0.2800 |
|
|
$ |
0.9375 |
|
|
$ |
0.8400 |
|
See accompanying Notes to Consolidated Financial Statements (Unaudited)
- 4 -
COMPASS BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Changes In Shareholders’ Equity
For the Nine Months Ended September 30, 2004 and 2003
(In Thousands)
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
Total |
|
|
| |
|
Common |
|
Treasury |
|
|
|
|
|
Retained |
|
Comprehensive |
|
|
|
|
|
Shareholders’ |
|
Comprehensive |
| |
|
Stock
|
|
Stock
|
|
Surplus
|
|
Earnings
|
|
Income (Loss)
|
|
Other
|
|
Equity
|
|
Income
|
Balance, December 31, 2002 |
|
$ |
260,824 |
|
|
$ |
(129,415 |
) |
|
$ |
199,907 |
|
|
$ |
1,468,517 |
|
|
$ |
136,109 |
|
|
$ |
(4,440 |
) |
|
$ |
1,931,502 |
|
|
|
|
|
Net income |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
255,690 |
|
|
|
– |
|
|
|
– |
|
|
|
255,690 |
|
|
$ |
255,690 |
|
Change in unrealized holding gains on securities
available for sale, net of tax |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(59,877 |
) |
|
|
– |
|
|
|
(59,877 |
) |
|
|
(59,877 |
) |
Change in accumulated gains on cash-flow
hedging instruments, net of tax |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(23,617 |
) |
|
|
– |
|
|
|
(23,617 |
) |
|
|
(23,617 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
172,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common dividends declared ($0.8400 per share) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(105,713 |
) |
|
|
– |
|
|
|
– |
|
|
|
(105,713 |
) |
|
|
|
|
Exercise of stock options and other issuances |
|
|
1,636 |
|
|
|
– |
|
|
|
15,495 |
|
|
|
(878 |
) |
|
|
– |
|
|
|
– |
|
|
|
16,253 |
|
|
|
|
|
Issuance of restricted stock, net of cancellations |
|
|
337 |
|
|
|
– |
|
|
|
5,464 |
|
|
|
– |
|
|
|
– |
|
|
|
(5,801 |
) |
|
|
– |
|
|
|
|
|
Repayment of loans to finance stock
purchases, net of advances |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
728 |
|
|
|
728 |
|
|
|
|
|
Issuance of treasury stock for acquisitions and
employee benefit plans |
|
|
– |
|
|
|
15,073 |
|
|
|
620 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
15,693 |
|
|
|
|
|
Amortization of restricted stock |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
2,039 |
|
|
|
2,039 |
|
|
|
|
|
Purchase of treasury stock |
|
|
– |
|
|
|
(119,358 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(119,358 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2003 |
|
$ |
262,797 |
|
|
$ |
(233,700 |
) |
|
$ |
221,486 |
|
|
$ |
1,617,616 |
|
|
$ |
52,615 |
|
|
$ |
(7,474 |
) |
|
$ |
1,913,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003 |
|
$ |
263,138 |
|
|
$ |
(317,669 |
) |
|
$ |
227,404 |
|
|
$ |
1,668,998 |
|
|
$ |
37,306 |
|
|
$ |
(7,294 |
) |
|
$ |
1,871,883 |
|
|
|
|
|
Net income |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
271,594 |
|
|
|
– |
|
|
|
– |
|
|
|
271,594 |
|
|
$ |
271,594 |
|
Change in unrealized holding gains / losses on
securities available for sale, net of tax |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(37,056 |
) |
|
|
– |
|
|
|
(37,056 |
) |
|
|
(37,056 |
) |
Change in accumulated gains / losses on cash-flow
hedging instruments, net of tax |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(4,281 |
) |
|
|
– |
|
|
|
(4,281 |
) |
|
|
(4,281 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
230,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common dividends declared ($0.9375 per share) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(115,528 |
) |
|
|
– |
|
|
|
– |
|
|
|
(115,528 |
) |
|
|
|
|
Exercise of stock options and other issuances |
|
|
2,060 |
|
|
|
– |
|
|
|
21,968 |
|
|
|
(1,312 |
) |
|
|
– |
|
|
|
– |
|
|
|
22,716 |
|
|
|
|
|
Issuance of restricted stock, net of cancellations |
|
|
262 |
|
|
|
– |
|
|
|
6,720 |
|
|
|
– |
|
|
|
– |
|
|
|
(7,651 |
) |
|
|
(669 |
) |
|
|
|
|
Advances on loans to finance stock purchases,
net of repayments |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(250 |
) |
|
|
(250 |
) |
|
|
|
|
Issuance of treasury stock for acquisitions and
employee benefit plans |
|
|
– |
|
|
|
7,100 |
|
|
|
913 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
8,013 |
|
|
|
|
|
Amortization of restricted stock |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
3,059 |
|
|
|
3,059 |
|
|
|
|
|
Purchase of treasury stock |
|
|
– |
|
|
|
(33,743 |
) |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(33,743 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2004 |
|
$ |
265,460 |
|
|
$ |
(344,312 |
) |
|
$ |
257,005 |
|
|
$ |
1,823,752 |
|
|
$ |
(4,031 |
) |
|
$ |
(12,136 |
) |
|
$ |
1,985,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements (Unaudited)
- 5 -
COMPASS BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
| |
|
September 30,
|
| |
|
2004
|
|
2003
|
Operating Activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
271,594 |
|
|
$ |
255,690 |
|
Adjustments to reconcile net income to cash provided by operations: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
79,440 |
|
|
|
85,334 |
|
Accretion of discount and loan fees |
|
|
(13,827 |
) |
|
|
(11,471 |
) |
Provision for loan losses |
|
|
78,140 |
|
|
|
88,042 |
|
Net change in trading account assets |
|
|
4,059 |
|
|
|
(8,542 |
) |
Net gain on sale of investment securities available for sale |
|
|
(27,336 |
) |
|
|
(3 |
) |
Net loss on prepayment of FHLB advances |
|
|
25,136 |
|
|
|
— |
|
Net gain on sale of branches |
|
|
— |
|
|
|
(2,128 |
) |
Increase in other assets |
|
|
(75,162 |
) |
|
|
(75,705 |
) |
Increase (decrease) in other liabilities |
|
|
58,750 |
|
|
|
(6,340 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
400,794 |
|
|
|
324,877 |
|
Investing Activities: |
|
|
|
|
|
|
|
|
Proceeds from maturities/calls of investment securities held to
maturity |
|
|
585,879 |
|
|
|
489,570 |
|
Proceeds from sales of investment securities available for sale |
|
|
812,248 |
|
|
|
225,184 |
|
Proceeds from maturities/calls of investment securities available for
sale |
|
|
684,966 |
|
|
|
1,904,307 |
|
Purchases of investment securities available for sale |
|
|
(1,392,921 |
) |
|
|
(3,583,840 |
) |
Net (increase) decrease in federal funds sold and securities
purchased under agreements to resell |
|
|
35,662 |
|
|
|
(7,820 |
) |
Net increase in loan portfolio |
|
|
(1,724,255 |
) |
|
|
(1,452,408 |
) |
Net cash received in acquisitions |
|
|
— |
|
|
|
1,669 |
|
Net cash paid in sale of branches |
|
|
— |
|
|
|
(26,051 |
) |
Purchases of premises and equipment |
|
|
(46,910 |
) |
|
|
(69,598 |
) |
Proceeds from sales of other real estate owned |
|
|
23,958 |
|
|
|
18,138 |
|
|
|
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(1,021,373 |
) |
|
|
(2,500,849 |
) |
See accompanying Notes to Consolidated Financial Statements (Unaudited)
- 6 -
COMPASS BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows - Continued
(In Thousands)
(Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
| |
|
September 30,
|
| |
|
2004
|
|
2003
|
Financing Activities: |
|
|
|
|
|
|
|
|
Net increase in demand deposits, NOW accounts
and savings accounts |
|
|
579,824 |
|
|
|
983,454 |
|
Net increase (decrease) in time deposits |
|
|
225,700 |
|
|
|
(928,107 |
) |
Net increase in federal funds purchased and securities sold
under agreements to repurchase |
|
|
598,237 |
|
|
|
2,530,112 |
|
Net decrease in short-term borrowings |
|
|
(58,650 |
) |
|
|
(164,975 |
) |
Proceeds from FHLB advances and other borrowings |
|
|
1,025,101 |
|
|
|
800,000 |
|
Repayment of FHLB advances and other borrowings |
|
|
(1,693,004 |
) |
|
|
(780,386 |
) |
Redemption of guaranteed preferred beneficial interests in
Company’s junior subordinated deferrable interest debentures |
|
|
(23,000 |
) |
|
|
(12,000 |
) |
Common dividends paid |
|
|
(115,914 |
) |
|
|
(105,399 |
) |
Cash paid for the purchase of treasury stock |
|
|
(30,471 |
) |
|
|
(119,358 |
) |
Repayment of loans to finance stock purchases |
|
|
357 |
|
|
|
971 |
|
Proceeds from exercise of stock options |
|
|
21,440 |
|
|
|
16,010 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
529,620 |
|
|
|
2,220,322 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and due from banks |
|
|
(90,959 |
) |
|
|
44,350 |
|
Cash and due from banks at beginning of period |
|
|
726,492 |
|
|
|
734,540 |
|
|
|
|
|
|
|
|
|
|
Cash and due from banks at end of period |
|
$ |
635,533 |
|
|
$ |
778,890 |
|
|
|
|
|
|
|
|
|
|
Schedule of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Transfers of loans to other real estate owned |
|
$ |
20,093 |
|
|
$ |
23,451 |
|
Loans to facilitate the sale of other real estate owned |
|
|
1,006 |
|
|
|
324 |
|
Transfers of investment securities available for sale to
securities held to maturity |
|
|
— |
|
|
|
2,797,765 |
|
Assets retained in loan securitizations |
|
|
589,912 |
|
|
|
767,510 |
|
Loans to finance stock purchases |
|
|
607 |
|
|
|
243 |
|
Change in unrealized gain on available for sale investment
securities |
|
|
(50,175 |
) |
|
|
(99,902 |
) |
Issuance of restricted stock, net of cancellations |
|
|
7,651 |
|
|
|
5,801 |
|
Treasury stock exchanged for stock options and acquisition
earnouts |
|
|
7,802 |
|
|
|
— |
|
Business combinations and divestitures: |
|
|
|
|
|
|
|
|
Assets acquired |
|
|
— |
|
|
|
20,876 |
|
Liabilities assumed |
|
|
— |
|
|
|
6,824 |
|
Treasury stock issued |
|
|
— |
|
|
|
15,721 |
|
Assets sold |
|
|
— |
|
|
|
41,853 |
|
Liabilities sold |
|
|
— |
|
|
|
70,032 |
|
See accompanying Notes to Consolidated Financial Statements (Unaudited)
- 7 -
COMPASS BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements (Unaudited)
NOTE 1 — General
The term “Company” is used throughout this report to refer to Compass
Bancshares, Inc. and its subsidiaries. The term “Parent Company” is used to
refer to Compass Bancshares, Inc. wherever a distinction between Compass
Bancshares, Inc. and its subsidiaries aids in the understanding of this report.
The Company has two bank subsidiaries. The Company’s principal bank
subsidiary is Compass Bank (“Compass Bank”), an Alabama banking corporation
headquartered in Birmingham, Alabama. The Company’s other bank subsidiary is
Central Bank of the South, an Alabama banking corporation headquartered in
Anniston, Alabama. Central Bank of the South has limited activities. The bank
subsidiaries of the Company are referred to collectively as the “Subsidiary
Banks”.
The consolidated financial statements of the Company in this report have
not been audited. In the opinion of management, all adjustments necessary to
present fairly the financial position and the results of operations for the
interim periods have been made. All such adjustments are of a normal recurring
nature. The results of operations are not necessarily indicative of the results
of operations for the full year or any other interim periods. For further
information, refer to the consolidated financial statements and notes included
in the Company’s Annual Report on Form 10-K for the year ended December 31,
2003, as filed with the Securities and Exchange Commission on March 12, 2004.
Certain reclassifications of prior years’ amounts have been made to
conform to current year presentation. Such reclassifications had no effect on
net income, total assets, total liabilities, or shareholders’ equity.
Critical Accounting Policies
The accounting principles followed by the Company and the methods of
applying these principles conform with generally accepted accounting principles
in the United States and with general practices within the banking industry.
The Company’s critical accounting policies relate to (1) the allowance for loan
losses, (2) the assessment of hedge effectiveness of derivatives and other
hedging instruments, (3) the transfer of financial assets and the dete