SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2004
Commission file number 1-7476
AmSouth Bancorporation
(Exact Name of registrant as specified in its charter)
| Delaware | 63-0591257 | |
| (State or other jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| AmSouth Center | ||
| 1900 Fifth Avenue North | ||
| Birmingham, Alabama | 35203 | |
| (Address of principal executive offices) | (Zip Code) | |
(205) 320-7151
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of July 31, 2004, AmSouth Bancorporation had 353,734,000 shares of common stock outstanding.
AMSOUTH BANCORPORATION
FORM 10-Q
| Page | ||||||
| Part I. | Financial Information | |||||
| Item 1. | Financial Statements (Unaudited) |
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|
Consolidated Statement of Condition June 30, 2004, December 31, 2003 and |
3 | |||||
| Consolidated Statement of Earnings Three months and six months ended June 30, 2004 and 2003 |
4 | |||||
| Consolidated Statement of Shareholders Equity Six months ended June 30, 2004 |
5 | |||||
| Consolidated Statement of Cash Flows Six months ended June 30, 2004 and 2003 |
6 | |||||
| 7 | ||||||
| 17 | ||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
18 | ||||
| Item 3. | 35 | |||||
| Item 4. | 35 | |||||
| Part II. | Other Information | |||||
| Item 1. | 35 | |||||
| Item 2. | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
36 | ||||
| Item 4. | 36 | |||||
| Item 6. | 37 | |||||
| Signatures | 38 | |||||
| Exhibit Index | 39 | |||||
Forward-Looking Statements. Statements made in this report that are not purely historical are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995), including any statements regarding descriptions of managements plans, objectives or goals for future operations, products or services, and forecasts of its revenues, earnings or other measures of performance. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. A number of factors-many of which are beyond AmSouths control-could cause actual conditions, events or results to differ materially from those described in the forward-looking statements. Factors which could cause results to differ materially from current management expectations include, but are not limited to: the execution of AmSouths strategic initiatives; legislation and regulation; general economic conditions, especially in the Southeast; the performance of the stock and bond markets; changes in interest rates, yield curves and interest rate spread relationships; prepayment speeds within the loan and investment security portfolios; deposit flows; the cost of funds; cost of federal deposit insurance premiums; demand for loan products; demand for financial services; competition, including a continued consolidation in the financial services industry; changes in the quality or composition of AmSouths loan and investment portfolios including capital market inefficiencies that may affect the marketability and valuation of available-for-sale securities; changes in consumer spending and saving habits; technological changes; the growth and profitability of AmSouths mortgage banking business, including mortgage-related income and fees, being less than expected; adverse changes in the financial performance and/or condition of AmSouths borrowers which could impact the repayment of such borrowers outstanding loans; changes in accounting and tax principles, policies or guidelines and in tax laws; other economic, competitive, governmental and regulatory factors affecting AmSouths operations, products, services and prices; unexpected judicial actions and developments; results of investigations, examinations and reviews of regulatory and law enforcement authorities; the outcome of litigation, which is inherently uncertain and depends on the findings of judges and juries; the impact on AmSouths businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and AmSouths success at managing the risks involved in the foregoing. Forward-looking statements speak only as of the date they are made. AmSouth does not undertake a duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CONDITION
(Unaudited)
| June 30 2004 |
December 31 2003 |
June 30 2003 |
||||||||||
| (Dollars in thousands) | ||||||||||||
| ASSETS |
||||||||||||
| Cash and due from banks |
$ | 1,055,370 | $ | 1,163,986 | $ | 1,451,537 | ||||||
| Federal funds sold and securities purchased under agreements to resell |
87,000 | -0- | 484,300 | |||||||||
| Trading securities |
11,092 | 2,721 | 287 | |||||||||
| Available-for-sale securities |
6,586,697 | 7,125,971 | 5,814,466 | |||||||||
| Held-to-maturity securities (market value of $5,905,830, $4,948,556 and $4,919,981, respectively) |
6,004,032 | 4,928,195 | 4,842,826 | |||||||||
| Loans held for sale |
261,968 | 102,292 | 17,655 | |||||||||
| Loans |
32,037,283 | 30,088,814 | 28,876,285 | |||||||||
| Less: Allowance for loan losses |
382,482 | 384,124 | 384,011 | |||||||||
| Unearned income |
685,786 | 749,450 | 653,743 | |||||||||
| Net loans |
30,969,015 | 28,955,240 | 27,838,531 | |||||||||
| Other interest-earning assets |
11,813 | 40,218 | 48,602 | |||||||||
| Premises and equipment, net |
1,020,033 | 964,692 | 907,680 | |||||||||
| Cash surrender value - bank owned life insurance |
1,089,445 | 1,065,996 | 1,041,391 | |||||||||
| Accrued interest receivable and other assets |
1,199,348 | 1,266,205 | 1,336,932 | |||||||||
| $ | 48,295,813 | $ | 45,615,516 | $ | 43,784,207 | |||||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
| Deposits and interest-bearing liabilities: |
||||||||||||
| Deposits: |
||||||||||||
| Noninterest-bearing demand |
$ | 6,636,325 | $ | 6,273,835 | $ | 5,849,456 | ||||||
| Interest-bearing checking |
6,809,885 | 6,183,832 | 5,739,344 | |||||||||
| Money market and savings deposits |
7,827,390 | 7,592,020 | 7,553,650 | |||||||||
| Time |
5,623,470 | 6,278,053 | 6,532,948 | |||||||||
| Certificates of deposit of $100,000 or more |
3,638,933 | 2,818,490 | 2,696,099 | |||||||||
| Foreign |
1,603,241 | 1,294,123 | 727,329 | |||||||||
| Total deposits |
32,139,244 | 30,440,353 | 29,098,826 | |||||||||
| Federal funds purchased and securities sold under agreements to repurchase |
2,145,521 | 2,026,253 | 1,837,292 | |||||||||
| Other borrowed funds |
1,370,893 | 343,202 | 149,333 | |||||||||
| Long-term Federal Home Loan Bank advances |
5,779,709 | 5,737,952 | 5,826,839 | |||||||||
| Other long-term debt |
2,084,213 | 2,114,482 | 1,517,224 | |||||||||
| Total deposits and interest-bearing liabilities |
43,519,580 | 40,662,242 | 38,429,514 | |||||||||
| Accrued expenses and other liabilities |
1,480,755 | 1,723,605 | 2,209,118 | |||||||||
| Total liabilities |
45,000,335 | 42,385,847 | 40,638,632 | |||||||||
| Shareholders equity: |
||||||||||||
| Preferred stock no par value: |
||||||||||||
| Authorized 2,000,000 shares; Issued and outstanding none |
-0- | -0- | -0- | |||||||||
| Common stock par value $1 a share: |
||||||||||||
| Authorized 750,000,000 shares; Issued 416,768,000, 416,878,000 and 416,890,000 shares, respectively |
416,768 | 416,878 | 416,890 | |||||||||
| Capital surplus |
714,134 | 715,663 | 706,042 | |||||||||
| Retained earnings |
3,372,672 | 3,228,533 | 3,083,424 | |||||||||
| Cost of common stock in treasury 63,353,000, 64,987,000 and 66,413,000 shares, respectively |
(1,043,783 | ) | (1,076,644 | ) | (1,106,191 | ) | ||||||
| Deferred compensation on restricted stock |
(14,496 | ) | (14,501 | ) | (15,838 | ) | ||||||
| Accumulated other comprehensive (loss)/income |
(149,817 | ) | (40,260 | ) | 61,248 | |||||||
| Total shareholders equity |
3,295,478 | 3,229,669 | 3,145,575 | |||||||||
| $ | 48,295,813 | $ | 45,615,516 | $ | 43,784,207 | |||||||
See notes to consolidated financial statements.
3
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)
| Six Months Ended June 30 |
Three Months Ended June 30 | |||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||
| (In thousands except per share data) | ||||||||||||
| INTEREST INCOME |
||||||||||||
| Loans |
$ | 752,317 | $ | 788,402 | $ | 376,602 | $ | 389,859 | ||||
| Available-for-sale securities |
163,996 | 152,747 | 80,577 | 75,065 | ||||||||
| Held-to-maturity securities |
126,527 | 117,064 | 63,934 | 56,199 | ||||||||
| Trading securities |
97 | 61 | 25 | 6 | ||||||||
| Loans held for sale |
5,897 | 478 | 3,270 | 318 | ||||||||
| Federal funds sold and securities purchased under agreements to resell |
348 | 1,055 | 197 | 889 | ||||||||
| Other interest-earning assets |
98 | 264 | 39 | 110 | ||||||||
| Total interest income |
1,049,280 | 1,060,071 | 524,644 | 522,446 | ||||||||
| INTEREST EXPENSE |
||||||||||||
| Interest-bearing checking |
15,986 | 16,164 | 8,640 | 8,129 | ||||||||
| Money market and savings deposits |
19,003 | 27,816 | 9,688 | 13,819 | ||||||||
| Time deposits |
85,372 | 103,409 | 40,565 | 51,116 | ||||||||
| Certificates of deposit of $100,000 or more |
34,388 | 32,041 | 17,147 | 16,555 | ||||||||
| Foreign deposits |
6,187 | 3,359 | 3,598 | 1,675 | ||||||||
| Federal funds purchased and securities sold under agreements to repurchase |
14,830 | 10,474 | 8,185 | 4,555 | ||||||||
| Other borrowed funds |
3,886 | 2,130 | 1,905 | 985 | ||||||||
| Long-term Federal Home Loan Bank advances |
120,944 | 131,667 | 60,475 | 64,949 | ||||||||
| Other long-term debt |
27,777 | 20,613 | 13,031 | 11,307 | ||||||||
| Total interest expense |
328,373 | 347,673 | 163,234 | 173,090 | ||||||||
| NET INTEREST INCOME |
720,907 | 712,398 | 361,410 | 349,356 | ||||||||
| Provision for loan losses |
54,700 | 87,400 | 26,600 | 42,700 | ||||||||
| NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
666,207 | 624,998 | 334,810 | 306,656 | ||||||||
| NONINTEREST REVENUES |
||||||||||||
| Service charges on deposit accounts |
187,592 | 157,233 | 94,377 | 81,677 | ||||||||
| Trust income |
58,815 | 51,625 | 29,935 | 25,598 | ||||||||
| Consumer investment services income |
42,341 | 32,359 | 21,930 | 16,049 | ||||||||
| Interchange income |
36,927 | 35,047 | 20,628 | 18,360 | ||||||||
| Bank owned life insurance policies |
23,279 | 26,894 | 11,610 | 13,060 | ||||||||
| Bankcard income |
14,365 | 12,892 | 7,509 | 6,691 | ||||||||
| Mortgage income |
11,401 | 27,146 | 3,889 | 17,130 | ||||||||
| Portfolio income |
17,812 | 21,836 | 8,145 | 15,906 | ||||||||
| Other noninterest revenues |
46,150 | 38,571 | 20,229 | 16,247 | ||||||||
| Total noninterest revenues |
438,682 | 403,603 | 218,252 | 210,718 | ||||||||
| NONINTEREST EXPENSES |
&n | |||||||||||