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 March 31, 2005
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 April 29, 2005, AmSouth Bancorporation had 352,965,000 shares of common stock outstanding.
FORM 10-Q
INDEX
Forward-Looking Statements
Statements made in this document which 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. Such factors include, but are not limited to: the effects of previously disclosed regulatory settlements on AmSouths branch expansion plans; 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; 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; the effects of weather and natural disasters such as hurricanes; 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 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.
Other such factors are discussed in the Managements Discussion and Analysis section of this report, including, but not limited to, the factors discussed in Earnings Outlook on page 22.
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
(Unaudited)
| March 31 2005 |
December 31 2004 |
March 31 2004 |
||||||||||
| (Dollars in thousands) | ||||||||||||
| ASSETS |
||||||||||||
| Cash and due from banks |
$ | 1,110,764 | $ | 966,993 | $ | 1,074,116 | ||||||
| Trading securities |
33,185 | 1,883 | 552 | |||||||||
| Available-for-sale securities |
6,378,267 | 6,322,665 | 6,371,254 | |||||||||
| Held-to-maturity securities (market value of $6,111,379, $6,199,451 and $6,206,159, respectively) |
6,193,235 | 6,188,010 | 6,139,369 | |||||||||
| Loans held for sale |
150,888 | 103,273 | 234,842 | |||||||||
| Loans |
33,717,548 | 33,512,398 | 30,613,623 | |||||||||
| Less: Allowance for loan losses |
366,836 | 366,774 | 382,450 | |||||||||
| Unearned income |
692,111 | 711,061 | 719,900 | |||||||||
| Net loans |
32,658,601 | 32,434,563 | 29,511,273 | |||||||||
| Other interest-earning assets |
34,639 | 36,149 | 698,735 | |||||||||
| Premises and equipment, net |
1,083,333 | 1,060,574 | 993,651 | |||||||||
| Cash surrender value bank owned life insurance |
1,122,447 | 1,111,934 | 1,077,426 | |||||||||
| Accrued interest receivable and other assets |
1,246,099 | 1,322,327 | 1,313,750 | |||||||||
| $ | 50,011,458 | $ | 49,548,371 | $ | 47,414,968 | |||||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
| Deposits and interest-bearing liabilities: |
||||||||||||
| Deposits: |
||||||||||||
| Noninterest-bearing demand |
$ | 7,500,430 | $ | 7,182,806 | $ | 6,544,028 | ||||||
| Interest-bearing demand |
7,071,159 | 7,115,545 | 6,737,060 | |||||||||
| Money market and savings deposits |
9,871,634 | 8,810,972 | 7,887,543 | |||||||||
| Time |
9,509,574 | 9,476,075 | 9,222,257 | |||||||||
| Foreign |
875,723 | 1,647,381 | 1,153,804 | |||||||||
| Total deposits |
34,828,520 | 34,232,779 | 31,544,692 | |||||||||
| Federal funds purchased and securities sold under agreements to repurchase |
2,610,403 | 2,291,988 | 1,927,492 | |||||||||
| Other borrowed funds |
203,639 | 429,098 | 325,169 | |||||||||
| Long-term Federal Home Loan Bank advances |
3,918,255 | 4,371,745 | 5,783,600 | |||||||||
| Other long-term debt |
3,344,018 | 2,899,773 | 2,286,091 | |||||||||
| Total deposits and interest-bearing liabilities |
44,904,835 | 44,225,383 | 41,867,044 | |||||||||
| Accrued expenses and other liabilities |
1,614,901 | 1,754,147 | 2,175,575 | |||||||||
| Total liabilities |
46,519,736 | 45,979,530 | 44,042,619 | |||||||||
| 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 416,736,000, 416,748,000 and 416,769,000 shares, respectively |
416,736 | 416,748 | 416,769 | |||||||||
| Additional paid-in capital |
729,039 | 726,411 | 714,262 | |||||||||
| Retained earnings |
3,580,202 | 3,492,873 | 3,295,748 | |||||||||
| Cost of common stock in treasury 63,685,000, 60,438,000 and 63,865,000 shares, respectively |
(1,073,672 | ) | (986,510 | ) | (1,054,734 | ) | ||||||
| Deferred compensation on restricted stock |
(16,230 | ) | (12,947 | ) | (14,551 | ) | ||||||
| Accumulated other comprehensive (loss)/income |
(144,353 | ) | (67,734 | ) | 14,855 | |||||||
| Total shareholders equity |
3,491,722 | 3,568,841 | 3,372,349 | |||||||||
| $ | 50,011,458 | $ | 49,548,371 | $ | 47,414,968 | |||||||
See notes to consolidated financial statements.
3
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
| Three Months Ended March 31 | ||||||
| 2005 |
2004 | |||||
| (In thousands except per share data) | ||||||
| INTEREST INCOME |
||||||
| Loans |
$ | 431,375 | $ | 375,715 | ||
| Available-for-sale securities |
75,791 | 83,419 | ||||
| Held-to-maturity securities |
72,096 | 62,593 | ||||
| Trading securities |
159 | 72 | ||||
| Loans held for sale |
1,498 | 2,627 | ||||
| Other interest-earning assets |
255 | 210 | ||||
| Total interest income |
581,174 | 524,636 | ||||
| INTEREST EXPENSE |
||||||
| Interest-bearing demand |
16,345 | 7,346 | ||||
| Money market and savings deposits |
29,368 | 9,315 | ||||
| Time deposits |
65,279 | 62,048 | ||||
| Foreign deposits |
6,803 | 2,589 | ||||
| Federal funds purchased and securities sold under agreements to repurchase |
16,354 | 6,645 | ||||
| Other borrowed funds |
1,928 | 1,981 | ||||
| Long-term Federal Home Loan Bank advances |
40,199 | 60,469 | ||||
| Other long-term debt |
25,150 | 14,746 | ||||
| Total interest expense |
201,426 | 165,139 | ||||
| NET INTEREST INCOME |
379,748 | 359,497 | ||||
| Provision for loan losses |
20,600 | 28,100 | ||||
| NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
359,148 | 331,397 | ||||
| NONINTEREST REVENUES |
||||||
| Service charges on deposit accounts |
85,034 | 93,215 | ||||
| Trust income |
30,353 | 28,880 | ||||
| Consumer investment services income |
20,032 | 20,411 | ||||
| Interchange income |
21,178 | 16,299 | ||||
| Bank owned life insurance policies |
10,511 | 11,669 | ||||
| Mortgage income |
3,986 | 7,512 | ||||
| Portfolio income |
1,282 | 9,667 | ||||
| Other noninterest revenues |
43,060 | 32,777 | ||||
| Total noninterest revenues |
215,436 | 220,430 | ||||
| NONINTEREST EXPENSES |
||||||
| Salaries and employee benefits |
178,655 | 173,706 | ||||
| Net occupancy |
36,857 | 35,252 | ||||
| Equipment |
31,086 | 30,544 | ||||
| Postage and office supplies |
10,693 | 12,958 | ||||
| Marketing |
9,771 | 11,746 | ||||
| Professional fees |
7,489 | 8,330 | ||||
| Other noninterest expenses |
44,966 | 49,738 | ||||
| Total noninterest expenses |
319,517 | 322,274 | ||||
| INCOME BEFORE INCOME TAXES |
255,067 | 229,553 | ||||
| Income taxes |
76,422 | 69,454 | ||||
| NET INCOME |
$ | 178,645 | $ | 160,099 | ||
| Average common shares outstanding basic |
354,299 | 351,196 | ||||
| Earnings per common share basic |
$ | .50 | $ | .46 | ||
| Average common shares outstanding diluted |
358,812 | 356,908 | ||||
| Earnings per common share diluted |
$ | .50 | $ | .45 | ||
See notes to consolidated financial statements.
4
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited)
| Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Treasury Stock |
Deferred Compensation on Restricted Stock |
Accumulated Other Comprehensive Income/(Loss) |
Total |
|||||||||||||||||||||||||
| Shares |
Amount |
||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||
| BALANCE AT JANUARY 1, 2004 |
351,891 | $ | 416,878 | $ | 715,663 | $ | 3,228,533 | $ | (1,076,644 | ) | $ | (14,501 | ) | $ | (40,260 | ) | $ | 3,229,669 | |||||||||||||
| Comprehensive income: |
|||||||||||||||||||||||||||||||
| Net income |
-0- | -0- | -0- | 160,099 | -0- | -0- | < | ||||||||||||||||||||||||