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8-K - COMMERCE BANCSHARES INC /MO/cbsh93020118k.htm


Exhibit 99.1
                               CBSH
                   1000 Walnut Street / Post Office Box 419248 / Kansas City, Missouri 64151-6248 / 816.243.2000
                                                                 
FOR IMMEDIATE RELEASE:
Thursday, October 13, 2011

COMMERCE BANCSHARES, INC. ANNOUNCES THIRD QUARTER
EARNINGS PER SHARE OF $.76

     Commerce Bancshares, Inc. announced earnings of $.76 per share for the three months ended September 30, 2011 compared to $.64 per share in the third quarter of 2010, or an increase of 18.8%. Net income for the third quarter amounted to $65.4 million compared to $55.9 million in the same quarter last year. For the quarter, the return on average assets totaled 1.32%, the return on average equity was 12.2% and the efficiency ratio was 58.7%.

For the nine months ended September 30, 2011, earnings per share totaled $2.24 compared to $1.82 for the first nine months of 2010, an increase of 23.1%. Net income amounted to $194.8 million for the first nine months of 2011 compared with $159.8 million for the same period last year, or an increase of $35.1 million. The return on average assets for the first nine months of 2011 was 1.37%.
    
In announcing these results, David W. Kemper, Chairman and CEO, said, “We are pleased to report a 16.9% increase in net income in the third quarter of 2011 compared with the same period last year. This growth in net income was primarily the result of a $10.4 million decline in our provision for loan losses coupled with flat expenses. Compared to the same period in the previous year, bankcard and trust fees grew 11.7% and 9.6%, respectively. Deposits increased to $16.0 billion this quarter, however, loan demand remained weak and, coupled with record low interest rates, interest margins were pressured.”

Further, Mr. Kemper noted, “Net loan charge-offs in the current quarter totaled $14.9 million, compared to $15.2 million in the previous quarter and $21.8 million in the third quarter of 2010. Bankcard net loan charge-offs declined to $7.1 million this quarter, or 3.8% of average bankcard loans, while commercial loan net charge-offs totaled only $3.5 million. As a result of this improved credit environment, our allowance for loan losses declined by $3.5 million during the current quarter to $188.0 million, and represents 2.5 times our non-performing loans. Total non-performing assets decreased this quarter to $99.7 million, but represents only 1.1% of our total loans. Our ratio of tangible common equity to assets was 9.7%, while our loans to deposits ratio totaled 58.3%, reflecting strong capital and liquidity positions.”
    
Total assets at September 30, 2011 were $20.6 billion, total loans were $9.1 billion, and total deposits were $16.0 billion.

(more)








  Commerce Bancshares, Inc. is a registered bank holding company offering a full line of banking services, including investment management and securities brokerage. The Company currently operates in over 360 locations in Missouri, Illinois, Kansas, Oklahoma and Colorado. The Company also has operating subsidiaries involved in mortgage banking, credit related insurance, and private equity activities.
Summary of Non-Performing Assets and Past Due Loans
(Dollars in thousands)
 
6/30/2011
 
9/30/2011
 
9/30/2010
Non-Accrual Loans
 
$
79,717

 
$
75,912

 
$
89,609

Foreclosed Real Estate
 
$
23,551

 
$
23,813

 
$
12,539

Total Non-Performing Assets
 
$
103,268

 
$
99,725

 
$
102,148

Non-Performing Assets to Loans
 
1.12
%
 
1.10
%
 
1.05
%
Non-Performing Assets to Total Assets
 
.53
%
 
.48
%
 
.54
%
Loans 90 Days & Over Past Due — Still Accruing
 
$
23,598

 
$
20,104

 
$
42,723

   
This financial news release, including management’s discussion of third quarter results, is posted to the Company’s web site at www.commercebank.com.
* * * * * * * * * * * * * * *
For additional information, contact
Jeffery Aberdeen, Controller
at PO Box 419248, Kansas City, MO
or by telephone at (816) 234-2081
Web Site: http://www.commercebank.com
Email: mymoney@commercebank.com

















2



COMMERCE BANCSHARES, INC. and SUBSIDIARIES
FINANCIAL HIGHLIGHTS
 
For the Three Months Ended
For the Nine Months Ended
(Unaudited)
June 30,
2011
September 30,
2011
September 30,
2010
September 30,
2011
September 30,
2010
FINANCIAL SUMMARY (In thousands, except per share data)
 
 
Net interest income

$164,710


$158,630


$159,437


$484,313


$485,255

Taxable equivalent net interest income
170,779

164,317

164,773

501,575

500,133

Non-interest income
101,344

101,632

100,010

298,882

294,657

Investment securities gains (losses), net
1,956

2,587

16

5,870

(2,989
)
Provision for loan losses
12,188

11,395

21,844

39,372

78,353

Non-interest expense
153,513

153,746

155,586

461,219

467,103

Net income attributable to
 
 
 
 
 
Commerce Bancshares, Inc.
69,034

65,352

55,885

194,839

159,789

Cash dividends
20,056

19,526

19,621

59,636

58,836

Net total loan charge-offs
15,188

14,895

21,844

48,872

75,295

Business
1,439

889

582

4,338

3,072

Real estate — construction and land
1,125

1,215

1,971

4,326

13,417

Real estate — business
339

1,429

776

2,832

2,229

Consumer credit card
8,490

7,103

12,592

24,631

37,995

Consumer
2,229

3,232

4,914

9,474

15,184

Revolving home equity
344

72

276

783

1,506

Real estate — personal
1,027

673

379

1,974

1,095

Overdraft
195

282

354

514

797

Per common share:
 
 
 
 
 
Net income — basic

$.80


$.76


$.63


$2.25


$1.82

Net income — diluted

$.79


$.76


$.64


$2.24


$1.82

Cash dividends

$.230


$.230


$.224


$.690


$.671

Diluted wtd. average shares o/s
86,927

85,464

87,560

86,404

87,535

RATIOS
 
 
 
 
 
Average loans to deposits (1)
60.17
%
58.29
%
68.88
%
60.27
%
71.88
%
Return on total average assets
1.47
%
1.32
%
1.19
%
1.37
%
1.17
%
Return on total average equity
13.12
%
12.15
%
10.98
%
12.41
%
10.85
%
Non-interest income to revenue (2)
38.09
%
39.05
%
38.55
%
38.16
%
37.78
%
Efficiency ratio (3)
57.40
%
58.71
%
59.58
%
58.57
%
59.49
%
AT PERIOD END
 
 
 
 
 
Book value per share based on total equity

$24.55


$25.15


$23.37

 
 
Market value per share

$43.00


$34.75


$35.80

 
 
Allowance for losses as a percentage
 
 
 
 
 
  of loans
2.07
%
2.07
%
2.04
%
 
 
Tier I leverage ratio
10.32
%
9.74
%
9.93
%
 
 
Tangible common equity to assets ratio (4)
10.27
%
9.72
%
10.26
%
 
 
Common shares outstanding
86,840,077

84,690,060

87,578,505

 
 
Shareholders of record
4,253

4,224

4,311

 
 
Number of bank/ATM locations
364

363

369

 
 
Full-time equivalent employees
4,786

4,762

5,011

 
 
OTHER QTD INFORMATION
 
 
 
 
 
High market value per share

$43.90


$44.00


$38.42

 
 
Low market value per share

$40.05


$33.23


$33.43

 
 
(1)
Includes loans held for sale.
(2)
Revenue includes net interest income and non-interest income.
(3)
The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of revenue.
(4)
The tangible common equity ratio is calculated as stockholders’ equity reduced by goodwill and other intangible assets (excluding mortgage servicing rights) divided by total assets reduced by goodwill and other intangible assets (excluding mortgage servicing rights).

3



COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 
 
For the Three Months Ended
 
For the Nine Months Ended
(Unaudited)
(In thousands, except per share data)
 
June 30,
2011
 
September 30,
2011
 
September 30,
2010
 
September 30,
2011
 
September 30,
2010
Interest income
 

$178,087

 

$170,835

 

$178,916

 

$524,748

 

$552,042

Interest expense
 
13,377

 
12,205

 
19,479

 
40,435

 
66,787

Net interest income
 
164,710

 
158,630

 
159,437

 
484,313

 
485,255

Provision for loan losses
 
12,188

 
11,395

 
21,844

 
39,372

 
78,353

Net interest income after provision for loan losses
 
152,522

 
147,235

 
137,593

 
444,941

 
406,902

NON-INTEREST INCOME
 
 
 
 
 
 
 
 
 
 
Bank card transaction fees
 
41,304

 
42,149

 
37,723

 
120,915

 
107,872

Trust fees
 
22,544

 
22,102

 
20,170

 
66,218

 
59,846

Deposit account charges and other fees
 
20,789

 
21,939

 
21,693

 
62,028

 
71,146

Bond trading income
 
4,979

 
5,556

 
5,133

 
15,255

 
15,524

Consumer brokerage services
 
2,880

 
2,333

 
2,390

 
7,876

 
6,879

Loan fees and sales
 
2,075

 
2,034

 
5,830

 
5,933

 
11,141

Other
 
6,773

 
5,519

 
7,071

 
20,657

 
22,249

Total non-interest income
 
101,344

 
101,632

 
100,010

 
298,882

 
294,657

INVESTMENT SECURITIES
 
 
 
 
 
 
 
 
 
 
  GAINS (LOSSES), NET
 
 
 
 
 
 
 
 
 
 
Impairment (losses) reversals on debt securities
 
(2,119
)
 
(1,200
)
 
5,645

 
2,986

 
11,355

Noncredit-related losses (reversals) on
 
 
 
 
 
 
 
 
 
 
  securities not expected to be sold
 
1,469

 
369

 
(7,690
)
 
(4,741
)
 
(15,533
)
Net impairment losses
 
(650
)
 
(831
)
 
(2,045
)
 
(1,755
)
 
(4,178
)
Realized gains on sales and
 
 
 
 
 
 
 
 
 
 
  fair value adjustments
 
2,606

 
3,418

 
2,061

 
7,625

 
1,189

Investment securities gains (losses), net
 
1,956

 
2,587

 
16

 
5,870

 
(2,989
)
NON-INTEREST EXPENSE
 
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
84,223

 
85,700

 
85,442

 
257,315

 
259,988

Net occupancy
 
11,213

 
11,510

 
12,086

 
34,760

 
35,697

Equipment
 
5,702

 
5,390

 
5,709

 
16,669

 
17,548

Supplies and communication
 
5,692

 
5,674

 
6,724

 
16,898

 
20,891

Data processing and software
 
17,531

 
16,232

 
16,833

 
50,230

 
50,936

Marketing
 
4,495

 
4,545

 
5,064

 
13,298

 
14,784

Deposit insurance
 
2,780

 
2,772

 
4,756

 
10,443

 
14,445

Indemnification obligation
 

 

 

 
(1,359
)
 
(1,683
)
Other
 
21,877

 
21,923

 
18,972

 
62,965

 
54,497

Total non-interest expense
 
153,513

 
153,746

 
155,586

 
461,219

 
467,103

Income before income taxes
 
102,309

 
97,708

 
82,033

 
288,474

 
231,467

Less income taxes
 
32,692

 
31,699

 
26,012

 
91,898

 
71,817

Net income
 
69,617

 
66,009

 
56,021

 
196,576

 
159,650

Less non-controlling interest expense (income)
 
583

 
657

 
136

 
1,737

 
(139
)
Net income attributable to
 
 
 
 
 
 
 
 
 
 
  Commerce Bancshares, Inc.
 

$69,034

 

$65,352

 

$55,885

 

$194,839

 

$159,789

Net income per common share — basic
 

$.80

 

$.76

 

$.63

 

$2.25

 

$1.82

Net income per common share — diluted
 

$.79

 

$.76

 

$.64

 

$2.24

 

$1.82



4



COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
 
June 30,
2011
 
September 30,
2011
 
September 30,
2010
ASSETS
 
 
 
 
 
 
Loans
 

$9,237,078

 

$9,073,123

 

$9,706,265

Allowance for loan losses
 
(191,538
)
 
(188,038
)
 
(197,538
)
Net loans
 
9,045,540

 
8,885,085

 
9,508,727

Loans held for sale
 
42,359

 
39,576

 
248,108

Investment securities:
 
 
 
 
 
 
Available for sale
 
7,717,634

 
9,278,066

 
7,164,273

Trading
 
32,074

 
9,695

 
20,828

Non-marketable
 
109,867

 
111,808

 
110,487

Total investment securities
 
7,859,575

 
9,399,569

 
7,295,588

Short-term federal funds sold and securities purchased under agreements to resell
 
10,845

 
11,400

 
4,550

Long-term securities purchased under agreements to resell
 
850,000

 
850,000

 
350,000

Interest earning deposits with banks
 
535,696

 
133,419

 
4,047

Cash and due from banks
 
340,594

 
424,861

 
412,315

Land, buildings and equipment — net
 
374,732

 
368,965

 
387,792

Goodwill
 
125,585

 
125,585

 
125,585

Other intangible assets — net
 
9,394

 
8,452

 
11,285

Other assets
 
376,540

 
391,756

 
403,762

Total assets
 
$
19,570,860

 
$
20,638,668

 
$
18,751,759

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
Non-interest bearing
 

$4,834,750

 

$5,003,587

 

$4,170,224

Savings, interest checking and money market
 
8,139,989

 
8,416,839

 
7,294,794

Time open and C.D.’s of less than $100,000
 
1,273,961

 
1,204,896

 
1,607,664

Time open and C.D.’s of $100,000 and over
 
1,407,866

 
1,388,755

 
1,318,877

Total deposits
 
15,656,566

 
16,014,077

 
14,391,559

Federal funds purchased and securities sold under agreements to repurchase
 
1,282,470

 
1,057,728

 
1,530,555

Other borrowings
 
111,929

 
111,869

 
337,863

Other liabilities
 
388,328

 
1,325,029

 
445,177

Total liabilities
 
17,439,293

 
18,508,703

 
16,705,154

Stockholders’ equity:
 
 
 
 
 
 
Preferred stock
 

 

 

Common stock
 
436,481

 
436,481

 
417,827

Capital surplus
 
979,247

 
980,176

 
865,246

Retained earnings
 
645,155

 
690,981

 
669,485

Treasury stock
 
(14,515
)
 
(96,205
)
 
(2,323
)
Accumulated other comprehensive income
 
83,000

 
115,781

 
95,204

Total stockholders’ equity
 
2,129,368

 
2,127,214

 
2,045,439

Non-controlling interest
 
2,199

 
2,751

 
1,166

Total equity
 
2,131,567

 
2,129,965

 
2,046,605

Total liabilities and equity
 
$
19,570,860

 
$
20,638,668

 
$
18,751,759



5



COMMERCE BANCSHARES, INC. and SUBSIDIARIES
AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS
(Unaudited)
(Dollars in thousands)
For the Three Months Ended
June 30, 2011
 
September 30, 2011
 
September 30, 2010
 
Average Balance
 
Avg. Rates Earned/Paid
 
Average Balance
 
Avg. Rates Earned/Paid
 
Average Balance
 
Avg. Rates Earned/Paid
ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
 
 
 
Business (A)
$
2,959,012

 
3.64
%
 
$
2,815,064

 
3.56
%
 
$
2,917,798

 
3.82
%
Real estate — construction and land
429,649

 
4.51

 
412,490

 
4.42

 
530,472

 
4.00

Real estate — business
2,100,726

 
4.94

 
2,123,034

 
4.74

 
1,998,500

 
5.10

Real estate — personal
1,440,747

 
4.87

 
1,430,014

 
4.75

 
1,450,898

 
5.13

Consumer
1,112,315

 
6.32

 
1,104,684

 
6.20

 
1,234,138

 
6.65

Revolving home equity
468,380

 
4.24

 
466,503

 
4.27

 
485,034

 
4.32

Student

 

 

 

 
315,150

 
2.40

Consumer credit card
743,317

 
11.13

 
735,179

 
11.59

 
762,987

 
11.29

Overdrafts
6,654

 

 
6,936

 

 
6,667

 

Total loans (B)
9,260,800

 
5.12

 
9,093,904

 
5.07

 
9,701,644

 
5.21

Loans held for sale
52,390

 
2.37

 
41,677

 
2.57

 
305,013

 
1.78

Investment securities:
 
 
 
 
 
 
 
 
 
 
 
U.S. government & federal agency
576,693

 
6.67

 
590,003

 
3.19

 
672,447

 
1.44

State & municipal obligations (A)
1,160,164

 
4.75

 
1,185,263

 
4.20

 
982,137

 
4.53

Mortgage and asset-backed securities
5,460,506

 
2.61

 
6,167,884

 
2.24

 
5,100,958

 
2.77

Other marketable securities (A)
172,754

 
4.18

 
172,588

 
4.27

 
182,966

 
5.18

Total available for sale securities (B)
7,370,117

 
3.30

 
8,115,738

 
2.64

 
6,938,508

 
2.95

Trading securities (A)
20,456

 
2.78

 
20,770

 
2.52

 
22,525

 
2.87

Non-marketable securities (A)
105,015

 
6.24

 
110,585

 
6.59

 
109,215

 
9.43

Total investment securities
7,495,588

 
3.34

 
8,247,093

 
2.69

 
7,070,248

 
3.05

Short-term federal funds sold and securities
 
 
 
 
 
 
 
 
 
 
 
  purchased under agreements to resell
16,513

 
.53

 
10,927

 
.47

 
6,903

 
.69

Long-term securities purchased
 
 
 
 
 
 
 
 
 
 
 
  under agreements to resell
803,846

 
1.58

 
850,000

 
1.83

 
199,302

 
1.72

Interest earning deposits with banks
179,763

 
.25

 
326,302

 
.26

 
170,504

 
.25

Total interest earning assets
17,808,900

 
4.15

 
18,569,903

 
3.77

 
17,453,614

 
4.19

Non-interest earning assets (B)
1,054,328

 
 
 
1,094,161

 
 
 
1,167,692

 
 
Total assets
$
18,863,228

 
 
 
$
19,664,064

 
 
 
$
18,621,306

 
 
LIABILITIES AND EQUITY:
 
 
 
 
 
 
 
 
 
 
 
Interest bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Savings
$
537,364

 
.14

 
$
534,295

 
.19

 
$
481,997

 
.16

Interest checking and money market
7,580,895

 
.33

 
7,756,104

 
.32

 
6,793,839

 
.41

Time open & C.D.’s of less than $100,000
1,324,192

 
.90

 
1,231,280

 
.78

 
1,642,200

 
1.32

Time open & C.D.’s of $100,000 and over
1,466,214

 
.67

 
1,372,842

 
.62

 
1,417,162

 
.97

Total interest bearing deposits
10,908,665

 
.43

 
10,894,521

 
.40

 
10,335,198

 
.62

Borrowings:
 
 
 
 
 
 
 
 
 
 
 
Federal funds purchased and securities
 
 
 
 
 
 
 
 
 
 
 
  sold under agreements to repurchase
952,032

 
.29

 
1,016,623

 
.11

 
1,023,961

 
.23

Other borrowings
112,099

 
3.29

 
111,930

 
3.28

 
350,328

 
3.09

Total borrowings
1,064,131

 
.61

 
1,128,553

 
.43

 
1,374,289

 
.96

Total interest bearing liabilities
11,972,796

 
.45
%
 
12,023,074

 
.40
%
 
11,709,487

 
.66
%
Non-interest bearing deposits
4,570,721

 
 
 
4,778,780

 
 
 
4,192,026

 
 
Other liabilities
208,606

 
 
 
728,974

 
 
 
700,754

 
 
Equity
2,111,105

 
 
 
2,133,236

 
 
 
2,019,039

 
 
Total liabilities and equity
$
18,863,228

 
 
 
$
19,664,064

 
 
 
$
18,621,306

 
 
Net interest income (T/E)
$
170,779

 
 
 
$
164,317

 
 
 
$
164,773

 
 
Net yield on interest earning assets
 
 
3.85
%
 
 
 
3.51
%
 
 
 
3.75
%
(A)
Stated on a tax equivalent basis using a federal income tax rate of 35%.
(B)
The allowance for loan losses and unrealized gains/(losses) on available for sale securities are included in non-interest earning assets.

6



COMMERCE BANCSHARES, INC.
Management Discussion of Third Quarter Results
September 30, 2011


For the quarter ended September 30, 2011, net income attributable to Commerce Bancshares, Inc. (net income) amounted to $65.4 million, an increase of $9.5 million over the same quarter last year, and a decrease of $3.7 million compared to the previous quarter. For the current quarter, the return on average assets was 1.32%, the return on average equity was 12.2%, and the efficiency ratio was 58.7%. Compared to the same quarter last year, net interest income (tax equivalent) decreased by $456 thousand to $164.3 million, while non-interest income increased to $101.6 million. Non-interest expense for the current quarter totaled $153.7 million, a decrease of $1.8 million from the same period last year. The provision for loan losses totaled $11.4 million, representing a decline of $10.4 million from the amount recorded in the same quarter last year.

Balance Sheet Review
During the 3rd quarter of 2011, average loans, including loans held for sale, decreased $177.6 million, or 1.9%, compared to the previous quarter. Also, these same loans decreased $871.1 million, or 8.7%, this quarter compared to the same period last year, primarily due to a decline in average student loans of $573.8 million, as most of these loans were sold in 2010. The decrease in average loans compared to the previous quarter was mainly due to a decline in average business loans of $143.9 million. Construction, personal real estate, consumer and consumer credit card loans also declined this quarter. Business real estate loans, however, grew by $22.3 million. Part of the decline in business loans was seasonal line usage in the quarter, although several larger new loans, totaling over $68 million, were recorded at the end of the quarter. Nevertheless, usage on business lines of credit continues at low levels. The decline in consumer loans resulted from the Company's decision to exit the marine/RV loan origination business, while demand for personal real estate and construction loans continues to be affected by housing industry weakness.

Total available for sale investment securities (excluding fair value adjustments) averaged $8.1 billion this quarter, up $745.6 million compared to the previous quarter. The increase was mainly the result of purchases of agency mortgage-backed, other asset-backed and municipal securities totaling $1.5 billion, $417.7 million and $118.3 million, respectively, in the 3rd quarter. Maturities and pay-downs totaled $566.6 million this quarter. Included in these purchases were approximately $1.3 billion of agency mortgage- backed securities with forward settlement dates, of which approximately $1.0 billion will settle in the 4th quarter of 2011. Since interest does not accrue on these bonds until the actual settlement date, the effect of these forward purchases was to increase quarterly average earning assets by $284.0 million and reduce interest income by $1.5 million compared to estimated normal settlement. Because the market awards a lower price to forward settled securities, the Company will earn approximately 14 basis points more on these securities over their estimated lives. At September 30, 2011, the duration of the investment portfolio was 2.2 years, and maturities of approximately $1.5 billion are expected to occur during the next 12 months.

Total average deposits increased $193.9 million, or 1.3%, during the 3rd quarter of 2011 compared to the previous quarter. This increase in average deposits resulted mainly from growth in non-interest bearing and money market deposit balances of $208.1 million and $208.4 million, respectively, however interest checking and certificates of deposit (CD) balances declined $33.2 million and $186.3 million, respectively. The average loans to deposits ratio in the current quarter was 58.3%, compared to 60.2% in the previous quarter.

Certain non-interest bearing deposit accounts, which were previously included in interest bearing money market deposit totals, were reclassified to non-interest bearing deposits effective January 1, 2011. All prior periods have been revised to reflect this reclassification. The effect of this reclassification for the quarter ended September 30, 2010 was to increase average non-interest bearing deposits by $3.2 billion.

During the current quarter, the Company's average borrowings increased $64.4 million compared to the previous quarter. This increase was mainly due to an increase in the average balance of customer repurchase agreements.

Net Interest Income
Net interest income (tax equivalent) in the 3rd quarter of 2011 amounted to $164.3 million, compared with $170.8 million in the previous quarter, or a decrease of $6.5 million. Net interest income this quarter was also down $456 thousand compared to the 3rd quarter of last year. During the 3rd quarter of 2011, the net yield on earning assets (tax equivalent) was 3.51%, compared with 3.85% in the previous quarter and 3.75% in the same period last year.

The decrease in net interest income (tax equivalent) in the 3rd quarter of 2011 from the previous quarter was partly due to lower inflation income received on the Company's inflation protected securities (TIPS), partly offset by slightly lower rates on various interest bearing deposits. Interest on loans, including held for sale loans, declined $2.1 million (tax equivalent), mainly due to lower average balances and rates earned on most lending products. Interest income on investment securities decreased when

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compared to the previous quarter by $6.4 million (tax equivalent) as a result of a decline of $5.4 million in inflation income earned on TIPS. This had the impact of reducing the net interest margin by 12 basis points this quarter. Also, as previously mentioned, the effect of the forward settled securities was to reduce the Company's net interest margin in the 3rd quarter by 8 basis points as a result of lower interest in the quarter coupled with higher average securities balances for which interest was not accrued. Since these securities were purchased at higher rates than under normal settlement transactions, the effect of lower interest earned in the 3rd quarter will be offset by higher earnings over the lives of the securities in future quarters.

Interest expense on deposits declined $783 thousand in the 3rd quarter of 2011 compared with the previous quarter as a result of continued low rates paid on money market and CD accounts. Overall rates paid on total interest bearing deposits declined 3 basis points to .40% this quarter. Interest expense on borrowings decreased by $389 thousand, due mainly to lower average rates paid on repurchase agreement balances.
 
The tax equivalent yield on interest earning assets in the 3rd quarter of 2011 was 3.77%, a decline of 38 basis points from the 2nd quarter of 2011, while the overall cost of interest bearing liabilities decreased 5 basis points to .40%.

Non-Interest Income
For the 3rd quarter of 2011, total non-interest income amounted to $101.6 million, an increase of $1.6 million compared to $100.0 million in the same period last year. Also, current quarter non-interest income increased $288 thousand compared to $101.3 million recorded in the previous quarter.

Bank card fees in the current quarter increased 11.7% over the 3rd quarter of last year due to growth in fees earned on corporate card (growth of 21.8%), debit card (growth of 6.6%) and merchant (growth of 12.3%) transactions. This quarter, corporate card and debit card fees, which totaled $15.2 million and $15.5 million, respectively, saw continued expansion in transaction volumes, while merchant sales volumes also continued to be strong. As a result of new Federal Reserve regulations for pricing debit card transactions, which were effective October 1, 2011, the Company estimates that debit card revenues will decline approximately $7.0 million in the 4th quarter of 2011.

Trust fees for the quarter increased 9.6% compared to the same period last year and mainly resulted from 10.7% growth in personal trust fees. Trust fees continue to be negatively affected by low interest rates on money market investments held in trust accounts. Deposit account fees increased 1.1% compared to the 3rd quarter of 2010, but increased $1.2 million, or 5.5%, compared to the previous quarter. Compared to the same period last year, this increase was due to higher overdraft fees, which grew by $404 thousand, or 3.6%, but was offset by lower corporate cash management fees which declined $454 thousand. Bond trading income for the current quarter totaled $5.6 million, an increase of 8.2% over the same period last year on higher securities sales to correspondent banks. Other non-interest income included write downs totaling $1.7 million on various banking properties currently held for sale.

Investment Securities Gains and Losses
Net securities gains amounted to $2.6 million in the 3rd quarter of 2011, compared to net gains of $2.0 million in the previous quarter and net gains of $16 thousand in the same quarter last year. During the current quarter, the Company recorded additional credit-related impairment losses of $831 thousand on certain non-agency guaranteed mortgage-backed securities identified as other-than-temporarily impaired, compared to losses of $650 thousand in the previous quarter and $2.0 million in the same quarter last year. The cumulative credit-related impairment reserve on these bonds totaled $9.3 million at quarter end. At September 30, 2011, the par value of non-agency guaranteed mortgage-backed securities identified as other-than-temporarily impaired totaled $153.2 million, compared to $197.5 million at September 30, 2010.

The current quarter also included a pre-tax gain of $3.4 million, which was primarily comprised of fair value adjustments on certain of the Company's private equity investments.
 
Non-Interest Expense
Non-interest expense for the current quarter amounted to $153.7 million, a decrease of $1.8 million, or 1.2%, from the same quarter last year and an increase of $233 thousand compared to the previous quarter. During the current quarter, the Company accrued an additional $5.9 million related to potential loss contingencies for litigation and has accrued a total of $13.2 million for these contingencies. Compared to the 3rd quarter of last year, salaries and benefits expense increased slightly, mainly due to higher incentives (increase of $1.5 million) offset by lower medical insurance costs, which declined by 18.5%. Full time equivalent employees totaled 4,762 and 5,011 at September 30, 2011 and 2010, respectively.

Compared to the 3rd quarter of last year, supplies and communication costs declined 15.6% to $5.7 million, reflecting continued effects of reducing paper supplies, customer checks and telephone and network costs. FDIC insurance expense declined $2.0 million as a result of new assessment rules which became effective in the 2nd quarter of 2011. Also, costs for foreclosed property

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declined $1.8 million, partly due to lower losses on fair value adjustments in 2011. Costs for occupancy, equipment, data processing and a number of other smaller expenses also declined from the previous year, as the Company continued its focus on expense discipline.

Income Taxes
The effective tax rate for the Company was 32.7% in the current quarter, compared with 32.1% in the previous quarter and 31.8% in the 3rd quarter of 2010.

Credit Quality
Net loan charge-offs in the 3rd quarter of 2011 amounted to $14.9 million, compared with $15.2 million in the prior quarter and $21.8 million in the 3rd quarter of last year. The $293 thousand decrease in net loan charge-offs in the 3rd quarter of 2011 compared to the previous quarter was mainly the result of lower consumer credit card, business and personal real estate loan losses, which decreased by $1.4 million, $550 thousand and $354 thousand, respectively, reflecting continued improved delinquency and loss rates. Consumer net loan charge-offs increased $1.0 million over the previous quarter, mainly the result of higher marine/RV loan losses. Additionally, business real estate net loan charge-offs increased $1.1 million. The ratio of annualized net loan charge-offs to total average loans was .65% in the current quarter and .66% in the previous quarter.

For the 3rd quarter of 2011, annualized net charge-offs on average consumer credit card loans amounted to 3.83%, compared with 4.58% in the previous quarter and 6.55% in the same period last year. Consumer loan net charge-offs for the quarter amounted to 1.16% of average consumer loans, compared to .80% in the previous quarter and 1.58% in the same quarter last year. The provision for loan losses for the current quarter totaled $11.4 million, a decrease of $793 thousand from the previous quarter and $10.4 million lower than in the same period last year. The current quarter provision for loan losses was $3.5 million less than net loan charge-offs for the current quarter, thereby reducing the allowance for loan losses to $188.0 million. At September 30, 2011 this allowance was 2.07% of total loans, excluding loans held for sale, and was 248% of total non-accrual loans.

At September 30, 2011, total non-performing assets amounted to $99.7 million, a decrease of $3.5 million from the previous quarter. Non-performing assets are comprised of non-accrual loans ($75.9 million) and foreclosed real estate ($23.8 million). At September 30, 2011, the balance of non-accrual loans, which represented .8% of loans outstanding, included construction and land loans of $26.3 million, business loans of $26.3 million and business real estate loans of $15.9 million. Loans more than 90 days past due and still accruing interest totaled $20.1 million at September 30, 2011.

Other
During the quarter ended September 30, 2011, the Company purchased 2,175,885 shares of treasury stock at an average cost of $38.04.

Forward Looking Information
This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions and other statements that are not historical facts. Such statements are based on current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements.



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