Quarterly Report








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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, 2008

Commission file number 0-1026

WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
   
Louisiana
72-6017893
(State or other jurisdiction of incorporation or organization)
( I.R.S. Employer Identification No.)

228 St. Charles Avenue
New Orleans, Louisiana 70130
(Address of principal executive offices)

(504) 586-7272
(Registrant’s 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   ü No  __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ü
Accelerated filer __
Non-accelerated filer __
Smaller reporting company __
 
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes __      No   ü
 
     As of April 30, 2008, 64,133,626 shares of the registrant’s no par value common stock were outstanding.
 

 



 
 

 


WHITNEY HOLDING CORPORATION
       
TABLE OF CONTENTS
       
     
Page
       
       
PART I.  Financial Information
 
       
 
Item 1.    Financial Statements:
 
   
Consolidated Balance Sheets
1
   
Consolidated Statements of Income
2
   
Consolidated Statements of Changes in Shareholders’ Equity
3
   
Consolidated Statements of Cash Flows
4
   
Notes to Consolidated Financial Statements
5
   
Selected Financial Data
16
       
 
Item 2.   Management’s Discussion and Analysis of Financial Condition
   
and Results of Operations
17
       
 
Item 3.   Quantitative and Qualitative Disclosures about Market Risk
35
       
 
Item 4.   Controls and Procedures
36
       
   
PART II. Other Information
 
       
 
Item 1.   Legal Proceedings
37
       
 
Item 1A.Risk Factors
37
       
 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
37
       
 
Item 3.   Defaults upon Senior Securities
37
       
 
Item 4.   Submission of Matters to a Vote of Security Holders
37
       
 
Item 5.   Other Information
37
       
 
Item 6.   Exhibits
38
       
       
Signature
 
38
       
Exhibit Index
 
39

 
 

 



PART 1. FINANCIAL INFORMATION
             
  Item 1. FINANCIAL STATEMENTS
           
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
             
   
March 31
 
December 31
(dollars in thousands)
 
2008
 
2007
   
(Unaudited)
       
ASSETS
           
  Cash and due from financial institutions
 
$
289,323     $ 290,199  
  Federal funds sold and short-term investments
    12,354       534,558  
  Loans held for sale
    15,061       16,575  
  Investment securities
               
    Securities available for sale
    1,846,978       1,698,795  
    Securities held to maturity, fair values of  $289,058 and $288,444, respectively
    284,468       286,442  
      Total investment securities
    2,131,446       1,985,237  
  Loans, net of unearned income
    7,723,508       7,585,701  
    Allowance for loan losses
    (91,708 )     (87,909 )
      Net loans
    7,631,800       7,497,792  
                 
  Bank premises and equipment
    189,289       190,095  
  Goodwill
    331,295       331,295  
  Other intangible assets
    15,020       17,103  
  Accrued interest receivable
    41,403       44,860  
  Other assets
    124,921       119,550  
      Total assets
  $ 10,781,912     $ 11,027,264  
                 
LIABILITIES
               
  Noninterest-bearing demand deposits
  $ 2,724,396     $ 2,740,019  
  Interest-bearing deposits
    5,570,902       5,843,770  
      Total deposits
    8,295,298       8,583,789  
                 
  Short-term borrowings
    972,987       910,019  
  Long-term debt
    159,133       165,455  
  Accrued interest payable
    23,650       27,079  
  Accrued expenses and other liabilities
    116,419       112,186  
      Total liabilities
    9,567,487       9,798,528  
                 
SHAREHOLDERS' EQUITY
               
  Common stock, no par value
               
    Authorized - 100,000,000 shares
               
    Issued - 67,713,296 shares
    2,800       2,800  
  Capital surplus
    411,669       408,266  
  Retained earnings
    895,574       885,792  
  Accumulated other comprehensive loss
    (7,175 )     (18,803 )
  Treasury stock at cost - 3,448,955 and 1,887,780 shares, respectively
    (88,443 )     (49,319 )
      Total shareholders' equity
    1,214,425       1,228,736  
      Total liabilities and shareholders' equity
  $ 10,781,912     $ 11,027,264  
The accompanying notes are an integral part of these financial statements.
               

 
1

 



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
   
Three Months Ended
   
March 31
(dollars in thousands, except per share data)
 
2008
 
2007
INTEREST INCOME
           
  Interest and fees on loans
 
$
126,151     $ 134,259  
  Interest and dividends on investment securities
               
    Taxable securities
    22,090       18,340  
    Tax-exempt securities
    2,244       2,306  
  Interest on federal funds sold and short-term investments
    1,271       3,946  
    Total interest income
    151,756       158,851  
INTEREST EXPENSE
               
  Interest on deposits
    30,409       37,261  
  Interest on short-term borrowings
    5,324       6,178  
  Interest on long-term debt
    2,478       571  
    Total interest expense
    38,211       44,010  
NET INTEREST INCOME
    113,545       114,841  
PROVISION FOR CREDIT LOSSES
    14,000       (2,000 )
NET INTEREST INCOME AFTER PROVISION
               
  FOR CREDIT LOSSES
    99,545       116,841  
NONINTEREST INCOME
               
  Service charges on deposit accounts
    8,109       7,090  
  Bank card fees
    4,083       3,700  
  Trust service fees
    3,409       3,107  
  Secondary mortgage market operations
    1,109       1,184  
  Other noninterest income
    11,766       8,968  
  Securities transactions
    -       -  
    Total noninterest income
    28,476       24,049  
NONINTEREST EXPENSE
               
  Employee compensation
    38,321       38,731  
  Employee benefits
    9,049       8,398  
    Total personnel
    47,370       47,129  
  Net occupancy
    8,630       8,147  
  Equipment and data processing
    6,218       5,862  
  Telecommunication and postage
    2,798       3,120  
  Corporate value and franchise taxes
    2,349       2,380  
  Legal and other professional services
    2,250       2,926  
  Amortization of intangibles
    2,083       2,901  
  Other noninterest expense
    12,231       13,979  
    Total noninterest expense
    83,929       86,444  
INCOME BEFORE INCOME TAXES
    44,092       54,446  
INCOME TAX EXPENSE
    14,237       17,454  
NET INCOME
  $ 29,855     $ 36,992  
EARNINGS PER SHARE
               
  Basic
  $ .46     $ .56  
  Diluted
    .45       .55  
WEIGHTED-AVERAGE SHARES OUTSTANDING
               
  Basic
    64,960,915       66,090,617  
  Diluted
    65,841,398       67,156,190  
CASH DIVIDENDS PER SHARE
  $ .31     $ .29  
The accompanying notes are an integral part of these financial statements.
               

 
2

 



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
                     
Accumulated
           
                     
Other
           
   
Common
 
Capital
 
Retained
 
Comprehensive
 
Treasury
     
(dollars in thousands, except per share data)
Stock
 
Surplus
 
Earnings
 
Income (Loss)
 
Stock
 
Total
Balance at December 31, 2006
 
$
2,800     $ 343,697     $ 812,644     $ (41,015 )   $ (5,164 )   $ 1,112,962  
Adjustment on adoption of FIN 48
    -       -       721       -       -       721  
Adjusted balance at beginning of period
    2,800       343,697       813,365       (41,015 )     (5,164 )     1,113,683  
Comprehensive income:
                                               
Net income
    -       -       36,992       -       -       36,992  
Other comprehensive income:
                                               
  Unrealized net holding gain on securities,
                                               
    net of reclassifications and tax
    -       -       -       4,536       -       4,536  
  Net change in prior service credit and
                                               
    net actuarial loss on retirement plans,
                                               
    net of tax
    -       -       -       9,006       -       9,006  
Total comprehensive income
    -       -       36,992       13,542       -       50,534  
Cash dividends, $.29 per share
    -       -       (19,664 )     -       -       (19,664 )
Stock issued in business combination
    -       48,297       -       -       -       48,297  
Stock issued to dividend reinvestment plan
    -       67       -       -       661       728  
Long-term incentive plan stock activity:
                                               
  Restricted stock & units
    -       3,795       -       -       (27 )     3,768  
  Stock options
    -       53       -       -       476       529  
Directors' compensation plan stock activity
    -       (37 )     -       -       299       262  
Balance at March 31, 2007
 
$
2,800     $ 395,872     $ 830,693     $ (27,473 )   $ (3,755 )   $ 1,198,137  
                                                 
Balance at December 31, 2007
  $ 2,800     $ 408,266     $ 885,792     $ (18,803 )   $ (49,319 )   $ 1,228,736  
Comprehensive income:
                                               
Net income
    -       -       29,855       -       -       29,855  
Other comprehensive income:
                                               
  Unrealized net holding gain on securities,
                                               
    net of reclassifications and tax
    -       -       -       11,487       -       11,487  
  Net change in prior service credit and
                                               
    net actuarial loss on retirement plans,
                                               
    net of tax
    -       -       -       141       -       141  
Total comprehensive income
    -       -       29,855       11,628       -       41,483  
Cash dividends, $.31 per share
    -       -       (20,073 )     -       -       (20,073 )
Stock acquired under repurchase program
    -       -       -       -       (40,944 )     (40,944 )
Stock issued to dividend reinvestment plan
    -       (31 )     -       -       813       782  
Long-term incentive plan stock activity:
                                               
  Restricted stock & units
    -       3,713       -       -       (118 )     3,595  
  Stock options
    -       122       -       -       564       686  
Directors' compensation plan stock activity
    -       (401 )     -       -       561       160  
Balance at March 31, 2008
  $ 2,800     $ 411,669     $ 895,574     $ (7,175 )   $ (88,443 )   $ 1,214,425  
                                                 
The accompanying notes are an integral part of these financial statements.
                         

 
3

 



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
   
Three Months Ended
   
March 31
(dollars in thousands)
 
2008
 
2007
OPERATING ACTIVITIES
           
  Net income
 
$
29,855     $ 36,992  
  Adjustments to reconcile net income to net cash provided by operating activities:
         
    Depreciation and amortization of bank premises and equipment
    4,588       4,285  
    Amortization of purchased intangibles
    2,083       2,901  
    Share-based compensation earned
    3,755       3,833  
    Premium amortization (discount accretion) on securities, net
    449       291  
    Provision for credit losses and losses on foreclosed assets
    14,003       (1,996 )
    Net gains on asset dispositions
    (1,248 )     (934 )
    Deferred tax benefit
    (2,639 )     (1,402 )
    Net decrease in loans originated and held for sale
    1,514       9,553  
    Net (increase) decrease in interest and other income receivable and prepaid expenses
    101       (2,309 )
    Net increase in interest payable and accrued income taxes and expenses
    948       11,085  
    Other, net
    (1,456 )     (3,559 )
      Net cash provided by operating activities
    51,953       58,740  
INVESTING ACTIVITIES
               
  Proceeds from sales of investment securities available for sale
    -       34,663  
  Proceeds from maturities of investment securities available for sale
    215,715       116,525  
  Purchases of investment securities available for sale
    (346,494 )     (73,484 )
  Proceeds from maturities of investment securities held to maturity
    1,900       5,626  
  Purchases of investment securities held to maturity
    -       (5,022 )
  Net (increase) decrease in loans
    (153,167 )     19,385  
  Net (increase) decrease in federal funds sold and short-term investments
    522,098       (241,342 )
  Proceeds from sales of foreclosed assets and surplus property
    1,798       2,118  
  Purchases of bank premises and equipment
    (4,072 )     (5,622 )
  Net cash paid in acquisition
    -       (7,503 )
  Other, net
    (129 )     (7,029 )
      Net cash provided by (used in) investing activities
    237,649       (161,685 )
FINANCING ACTIVITIES
               
  Net decrease in transaction account and savings account deposits
    (41,882 )     (332,976 )
  Net increase (decrease) in time deposits
    (246,486 )     204,032  
  Net increase in short-term borrowings
    62,968       48,263  
  Proceeds from issuance of long-term debt
    -       149,738  
  Repayment of long-term debt
    (6,248 )     (4,088 )
  Proceeds from issuance of common stock
    1,297       1,190  
  Purchases of common stock
    (40,944 )     -  
  Cash dividends
    (19,363 )     (18,173 )
  Other, net
    180       161  
      Net cash provided by (used in) financing activities
    (290,478 )     48,147  
      Decrease in cash and cash equivalents
    (876 )     (54,798 )
      Cash and cash equivalents at beginning of period
    290,199       318,165  
      Cash and cash equivalents at end of period
  $ 289,323     $ 263,367  
                 
Cash received during the period for:
               
  Interest income
  $ 152,608     $ 158,912  
                 
Cash paid during the period for:
               
  Interest expense
  $ 41,801     $ 44,013  
  Income taxes
    3,500       -  
                 
Noncash investing activities:
               
  Foreclosed assets received in settlement of loans
  $ 7,314     $ 1,139  
                 
The accompanying notes are an integral part of these financial statements.
               

 
4

 

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Whitney Holding Corporation and its subsidiaries (the Company or Whitney).  The Company’s principal subsidiary is Whitney National Bank (the Bank), which represents virtually all of the Company’s operations and net income.  All significant intercompany balances and transactions have been eliminated.
In preparing the consolidated financial statements, the Company is required to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.  The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of Whitney’s financial condition, results of operations, changes in shareholders’ equity and cash flows for the interim periods presented.  These adjustments are of a normal recurring nature and include appropriate estimated provisions.
Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), some financial information and disclosures have been condensed or omitted in preparing the consolidated financial statements presented in this quarterly report on Form 10-Q.  These financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2007.  Financial information reported in these financial statements is not necessarily indicative of the Company’s financial condition, results of operations or cash flows of any other interim or annual periods.

NOTE 2
MERGERS AND ACQUISITIONS
On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), headquartered in St. Petersburg, Florida, the parent of Signature Bank.  Signature Bank operated seven banking centers in the Tampa Bay metropolitan area and had approximately $270 million in total assets, including $220 million of loans, and $210 million in deposits at acquisition.  The transaction was valued at approximately $61 million, with $13 million paid to Signature’s shareholders in cash and the remainder in Whitney common stock totaling 1.49 million shares.  Applying purchase accounting to this transaction, the Company recorded goodwill of $39 million and a $4 million intangible asset for the estimated value of deposit relationships with a weighted-average life of 2.4 years.
Signature’s banking operations have been merged into the Bank.  Whitney’s financial statements include the results from acquired operations since the acquisition dates.

 
5

 

NOTE 3
LOANS
The composition of the Company’s loan portfolio was as follows.

   
March 31
 
December 31
(in thousands)
 
2008
 
2007
Commercial, financial and agricultural
  $ 2,897,191       38 %   $ 2,822,752       37 %
Real estate – commercial, construction and other
    3,532,973       46       3,477,558       46  
Real estate – residential mortgage
    949,693       12       933,797       12  
Individuals
    343,651       4       351,594       5  
   Total
  $ 7,723,508       100 %   $ 7,585,701       100 %

NOTE 4
ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS, IMPAIRED LOANS AND NONPERFORMING LOANS

A summary analysis of changes in the allowance for loan losses follows.

   
Three Months Ended
   
March 31
(in thousands)
 
2008
   
2007
 
Allowance at beginning of period
  $ 87,909     $ 75,927  
Allowance of acquired bank
    -       2,791  
Provision for credit losses
    14,000       (2,000 )
Loans charged off
    (11,042 )     (2,688 )
Recoveries
    841       2,882  
   Net (charge-offs) recoveries
    (10,201 )     194  
Allowance at end of period
  $ 91,708     $ 76,912  

A summary analysis of changes in the reserve for losses on unfunded credit commitments follows.  The reserve is reported with accrued expenses and other liabilities in the consolidated balance sheets.

   
Three Months Ended
   
March 31
(in thousands)
 
2008
 
2007
Reserve at beginning of period
  $ 1,300     $ 1,900  
Provision for credit losses
    -       -  
Reserve at end of period
  $ 1,300     $ 1,900  

 
6

 

Information on loans evaluated for possible impairment loss follows.

   
March 31
 
December 31
(in thousands)
 
2008
 
2007
Impaired loans
           
   Requiring a loss allowance
  $ 93,565     $ 86,920  
   Not requiring a loss allowance
    30,212       22,412  
   Total recorded investment in impaired loans
  $ 123,777     $ 109,332  
Impairment loss allowance required
  $ 21,503     $ 22,590  

The following is a summary of nonperforming loans.  Substantially all of the impaired loans summarized above are included in the nonperforming loan totals.

   
March 31
 
December 31
(in thousands)
 
2008
 
2007
Loans accounted for on a nonaccrual basis
  $ 139,371     $ 120,096  
Restructured loans
    -       -  
   Total nonperforming loans
  $ 139,371     $ 120,096  

NOTE 5
DEPOSITS
The composition of deposits was as follows.

   
March 31
 
December 31
(in thousands)
 
2008
 
2007
Noninterest-bearing demand deposits
  $ 2,724,396     $ 2,740,019  
Interest-bearing deposits:
               
   NOW account deposits
    1,068,093       1,151,988  
   Money market deposits
    1,241,563       1,229,715  
   Savings deposits
    925,397       879,609  
   Other time deposits
    772,440       823,884  
   Time deposits $100,000 and over
    1,563,409       1,758,574  
      Total interest-bearing deposits
    5,570,902       5,843,770  
         Total deposits
  $ 8,295,298     $ 8,583,789  

Time deposits of $100,000 or more include balances in treasury-management deposit products for commercial and certain other larger deposit customers.  Balances maintained in such products totaled $621 million at March 31, 2008 and $705 million at December 31, 2007.  Most of these deposits mature on a daily basis.

 
7

 

NOTE 6
SHORT-TERM BORROWINGS
Short-term borrowings consisted of the following.

   
March 31
 
December 31
(in thousands)
 
2008
 
2007
Securities sold under agreements to repurchase
  $ 575,172     $ 771,717  
Federal funds purchased
    359,871       98,302  
Treasury Investment Program
    37,944       40,000  
  Total short-term borrowings
  $ 972,987     $ 910,019  

The Bank borrows funds on a secured basis by selling securities under agreements to repurchase, mainly in connection with treasury-management services offered to its deposit customers.  Repurchase agreements generally mature daily.
Federal funds purchased represent unsecured borrowings from other banks, generally on an overnight basis.
Under the Treasury Investment Program, temporary excess U.S. Treasury receipts are loaned to participating financial institutions at 25 basis points under the federal funds rate.  Repayment of these borrowed funds can be demanded at any time.  The Bank limited its participation to a maximum of $40 million and has pledged securities with a comparable value as collateral for borrowings under this program.

NOTE 7
OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES
The more significant components of other assets and accrued expenses and other liabilities were as follows.

   
March 31
 
December 31
(in thousands)
 
2008
 
2007
Other Assets
           
Net deferred income tax asset
  $ 48,023     $ 51,718  
Low-income housing tax credit fund investments
    12,533       13,161  
Cash surrender value of life insurance
    12,340       12,258  
Foreclosed assets and surplus property
    11,980       4,624  
Prepaid expenses
    11,351       7,736  
Miscellaneous investments, receivables and other assets
    28,694       30,053  
  Total other assets
  $ 124,921     $ 119,550  
Accrued Expenses and Other Liabilities
               
Accrued taxes and other expenses
  $ 31,137     $ 27,969  
Dividend payable
    16,600       15,913  
Liability for pension benefits
    35,897       33,956  
Obligation for postretirement benefits other than pensions
    15,116       15,196  
Reserve for losses on unfunded credit commitments
    1,300       1,300  
Miscellaneous payables, deferred income and other liabilities
    16,369       17,852  
  Total accrued expenses and other liabilities
  $ 116,419     $ 112,186  

 
8

 

NOTE 8
OTHER NONINTEREST INCOME
The components of other noninterest income were as follows.

   
Three Months Ended
   
March 31
(in thousands)
 
2008
   
2007
 
Investment services income
  $ 1,533     $ 1,480  
Credit-related fees
    1,339       1,301  
ATM fees
    1,368       1,272  
Other fees and charges
    1,073       1,132  
Other operating income
    4,002       788  
Net gains on sales and other revenue from foreclosed assets
    2,647       3,019  
Net gains (losses) on disposals of surplus property
    (196 )     (24 )
     Total
  $ 11,766     $ 8,968  

Other operating income in 2008 includes a $2.3 million gain from the mandatory redemption of Visa shares as discussed in Note 12.

NOTE 9
OTHER NONINTEREST EXPENSE
The components of other noninterest expense were as follows.

   
Three Months Ended
   
March 31
(in thousands)
 
2008
   
2007
 
Security and other outsourced services
  $ 3,871     $ 3,828  
Advertising and promotion
    1,098       1,179  
Bank card processing services
    1,059       923  
Operating supplies
    997       1,104  
Deposit insurance and regulatory fees
    712       612  
Miscellaneous operating losses
    (589 )     1,085  
Other operating expense
    5,083       5,248  
     Total
  $ 12,231     $ 13,979  

In the first quarter of 2008, Whitney reversed a $1.0 million liability related to an indemnification agreement with Visa as discussed in Note 12.  The impact is reflected in miscellaneous operating losses.

 
9

 

NOTE 10
EMPLOYEE RETIREMENT BENEFIT PLANS
Retirement Income Plans
Whitney has a noncontributory qualified defined benefit pension plan covering substantially all of its employees, subject to minimum age and service-related requirements.  Based on currently available information, the Company anticipates making a contribution to the plan of approximately $8 million during 2008.  Whitney also has an unfunded nonqualified defined benefit pension plan that provides retirement benefits to designated executive officers.  The components of net pension expense were as follows for the combined qualified and nonqualified plans.

   
Three Months Ended
   
March 31
(in thousands)
 
2008
   
2007
 
Service cost for benefits in period
  $ 2,094     $ 2,082  
Interest cost on benefit obligation
    2,507       2,231  
Expected return on plan assets
    (2,648 )     (2,678 )
Amortization of:
               
   Net actuarial loss
    269       164  
   Prior service credit
    (22 )     (29 )
Net periodic pension expense
  $ 2,200     $ 1,770  

The actuarial gains or losses and prior service costs or credits with respect to a retirement benefit plan that arise in a period but are not immediately recognized as components of net periodic benefit expense are recognized, net of tax, as a component of other comprehensive income.  The amounts included in accumulated other comprehensive income are adjusted as they are recognized as components of net periodic benefit expense in subsequent periods.

Health and Welfare Plans
Whitney has offered health care and life insurance benefit plans for retirees and their eligible dependents.  The Company funds its obligations under these plans as contractual payments come due to health care organizations and insurance companies.  In the first quarter of 2007, Whitney amended these plans to eliminate postretirement health benefits for all participants other than retirees already receiving benefits and those active participants who were eligible to receive benefits by December 31, 2007 and to eliminate dental benefits for all participants.  The amendment also froze the Company’s health care benefit subsidy level and eliminated the life insurance benefit for employees who retire after December 31, 2007.  The amounts recognized as net periodic expense for postretirement benefits were insignificant in the first quarters of both 2008 and 2007.

 
10

 

NOTE 11
SHARE-BASED COMPENSATION
Whitney maintains incentive compensation plans that incorporate share-based compensation.  The plans for both employees and directors have been approved by the Company’s shareholders.  Descriptions of these plans, including the terms of awards and the number of Whitney shares authorized for issuance, were included in Note 16 to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2007.  No share-based compensation awards were made during the first quarter of 2008.
Whitney recognized share-based compensation expense of $3.8 million ($2.5 million after-tax) in the first quarters of both 2008 and 2007.

NOTE 12
CONTINGENCIES
Legal Proceedings
The Company is party to various legal proceedings arising in the ordinary course of business.  After reviewing pending and threatened actions with legal counsel, management believes that the ultimate resolution of these actions will not have a material effect on Whitney’s financial condition, results of operations or cash flows.

Indemnification Obligation
In October 2007, Visa Inc. (Visa) completed restructuring transactions that modified the obligation of members of Visa USA, including Whitney, to indemnify Visa against pending and possible settlements of certain litigation matters.  Whitney recorded a $1.0 million liability in the fourth quarter of 2007 for the estimated value of its obligations under the indemnification agreement.  In the first quarter of 2008, Visa completed an initial public offering of its shares and used the proceeds to redeem a portion of Visa USA members’ equity interests and to establish an escrow account that will fund any settlement of the members’ obligations under the indemnification agreement.  Whitney recognized a $2.3 million gain from the redemption proceeds and reversed the $1.0 million liability for its indemnification obligations.  Although the Company remains obligated to indemnify Visa for losses in connection with certain litigation matters whose claims exceed amounts set aside in the escrow account, Whitney’s interest in the escrow balance exceeds management’s current estimate of the value of the Company’s indemnification obligation.
The amount of offering proceeds escrowed for litigation settlements will reduce the number of shares of Visa stock to which Whitney will ultimately be entitled as a result of the restructuring.

NOTE 13
STOCK REPURCHASE PROGRAM
During the first quarter of 2008, Whitney repurchased 1,630,765 shares of its common stock at an average cost of $25.11 per share.  As of March 31, 2008, the Company had repurchased 3,525,856 shares at an average price of $25.65 per share under the program announced in November 2007.  A total of 4 million shares can be repurchased under this program which extends through December 2008.


 
11

 

NOTE 14
EARNINGS PER SHARE
The components used to calculate basic and diluted earnings per share were as follows.

   
Three Months Ended
   
March 31
(dollars in thousands, except per share data)
 
2008
 
2007
Numerator:
           
   Net income
  $ 29,855     $ 36,992  
   Effect of dilutive securities
    -       -  
   Numerator for diluted earnings per share
  $ 29,855     $ 36,992  
Denominator:
               
   Weighted-average shares outstanding
    64,960,915       66,090,617  
   Effect of potentially dilutive securities
               
     and contingently issuable shares
    880,483       1,065,573  
   Denominator for diluted earnings per share
    65,841,398       67,156,190  
Earnings per share:
               
   Basic
  $ .46     $ .56  
   Diluted
    .45       .55  
Antidilutive stock options
    1,529,691       355,800  

NOTE 15
OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS
To meet the financing needs of its customers, the Bank issues financial instruments which represent conditional obligations that are not recognized, wholly or in part, in the consolidated balance sheets.  These financial instruments include commitments to extend credit under loan facilities and guarantees under standby and other letters of credit.  Such instruments expose the Bank to varying degrees of credit and interest rate risk in much the same way as funded loans.
Revolving loan commitments are issued primarily to support commercial activities.  The availability of funds under revolving loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions.  A number of such commitments are used only partially or, in some cases, not at all before they expire.  Nonrevolving loan commitments are issued mainly to provide financing for the acquisition and development or construction of real property, both commercial and residential, although many are not expected to lead to permanent financing by the Bank.  Loan commitments generally have fixed expiration dates and may require payment of a fee.  Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates, and many lines remain partly or wholly unused.
Substantially all of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform.  The Bank issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services.  A substantial majority of standby letters of credit outstanding at March 31, 2008 have a term of one year or less.

 
12

 

The Bank’s exposure to credit losses from these financial instruments is represented by their contractual amounts.  The Bank follows its standard credit policies in approving loan facilities and financial guarantees and requires collateral support if warranted.  The required collateral could include cash instruments, marketable securities, accounts receivable, inventory, property, plant and equipment, and income-producing commercial property.  See Note 4 for a summary analysis of changes in the reserve for losses on unfunded credit commitments.
A summary of off-balance-sheet financial instruments follows.

   
March 31
 
December 31
(in thousands)
 
2008
 
2007
Loan commitments – revolving
  $ 2,542,257     $ 2,475,656  
Loan commitments – nonrevolving
    504,367       534,673  
Credit card and personal credit lines
    547,156       551,748  
Standby and other letters of credit
    420,572       391,922  

NOTE 16
FAIR VALUE DISCLOSURES
As discussed in Note 17, Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements , became effective for Whitney’s 2008 fiscal year.  SFAS No. 157 redefines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Although the exchange price concept is not new, the new definition focuses on the exit price as opposed to the entry price, or the price that would be paid to acquire an asset or received to assume a liability.  The standard also emphasizes that fair value is a market-based measurement and not an entity-specific measurement and establishes a hierarchy to prioritize the inputs that can be used in the fair value measurement process.  The inputs in the three levels of this hierarchy are described as follows:

Level 1
Quoted prices in active markets for identical assets or liabilities.  An active market is one in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2
Observable inputs other than Level 1 prices.  This would include quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3
Unobservable inputs, to the extent that observable inputs are unavailable.  This allows for situations in which there is little or no market activity for the asset or liability at the measurement date.

 
13

 

The material assets or liabilities measured at fair value by Whitney on a recurring basis are summarized below.  Securities available for sale primarily consist of U.S. government agency and agency mortgage-backed debt securities.  The total excludes $30.2 million of nonmarketable equity securities (Federal Reserve Bank and Federal Home Loan Bank stock) that are carried at cost.

   
March 31, 2008
 
   
Fair Value Measurement Using
 
(in thousands)
 
Level 1
   
Level 2
 
Level 3
 
Investment securities available for sale
    -    
$
1,816,744       -  

To measure the extent to which a loan is impaired, the relevant accounting principles permit or require the Company to compare the recorded investment in the impaired loans with the fair value of the underlying collateral in certain circumstances.   The fair value measurement process uses independent appraisals and other market-based information, but in many cases it also requires significant input based on management’s knowledge of and judgment about current market conditions, specific issues relating to the collateral, and other matters.  As a result, substantially all of these fair value measurements fall within Level 3 of the hierarchy discussed above.  The net carrying value of impaired loans which reflected a nonrecurring fair value measurement totaled $46 million at March 31, 2008.  The portion of the allowance for loan losses allocated to these loans totaled $9.5 million at the end of the first quarter of 2008, and the recorded investment in such loans was written down by $2.8 million during the quarter with a charge against the allowance for loan losses.  The valuation allowance on impaired loans and charge-offs factor into the provision for loan losses for the period.

NOTE 17
ACCOUNTING STANDARDS DEVELOPMENTS
The Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements , to increase consistency and comparability in fair value measurements and provide for expanded disclosures about the development of such measurements and their effect on earnings.  The guidance in this statement was generally effective for Whitney’s 2008 fiscal year.  The effective date has been deferred to 2009 for nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value on at least an annual basis.  The initial application of this standard did not have a material impact on Whitney’s financial condition or results of operations.  Note 16 presents certain disclosures required by SFAS No. 157.
The FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , in February 2007.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value, thereby reducing the earnings volatility caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  This statement is effective for Whitney’s 2008 fiscal year.  The Company has not elected the fair value option for any specific financial instrument or other items.

 
14

 
 
     In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations .  This revised standard expands the types of transactions or other events that will qualify as business combinations and requires that all business combinations will result in all assets and liabilities of the acquired business being recorded at their fair values, with limited exceptions.  The standard also requires, among other provisions, that certain contingent assets and liabilities will be recognized at their fair values on the acquisition date.  An acquirer will also recognize contingent consideration at its fair value on the acquisition date and, for certain arrangements, changes in fair value will be recognized in earnings until the contingency is settled.  Under SFAS No. 141R, acquisition-related transaction and restructuring costs will be expensed rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired.  These and the other provisions of SFAS No. 141R are first effective for Whitney’s business combinations with acquisition dates in 2009.
     The FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (an amendment of SFAS No. 133) , in March 2008.  This standard calls for enhanced disclosures to help users of financial statements better understand how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how these instruments and hedged items affect the entity’s financial position, financial performance, and cash flows.  To meet those objectives, SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk contingent features in derivative agreements.  This statement is effective for Whitney’s 2009 fiscal year, with earlier application encouraged.  The Company currently makes minimal use of derivative instruments.

 
15

 



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Unaudited)
   
2008
 
2007
(dollars in thousands, except per share data)
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Second Quarter
 
First Quarter
QUARTER-END BALANCE SHEET DATA
                             
Total assets
 
$
10,781,912     $ 11,027,264     $ 10,604,834     $ 10,608,267     $ 10,589,660  
Earning assets
    9,882,369       10,122,071       9,738,123       9,697,723       9,674,585  
Loans
    7,723,508       7,585,701       7,452,905       7,368,404       7,253,581  
Investment securities
    2,131,446       1,985,237       1,875,096       1,910,271       1,849,425  
Noninterest-bearing deposits
    2,724,396       2,740,019       2,639,020       2,736,966       2,757,885  
Total deposits
    8,295,298       8,583,789       8,387,235       8,512,778       8,524,235  
Shareholders' equity
    1,214,425       1,228,736       1,253,809       1,208,940       1,198,137  
AVERAGE BALANCE SHEET DATA
                                       
Total assets
  $ 10,796,496     $ 10,716,391     $ 10,633,674     $ 10,558,237     $ 10,133,651  
Earning assets
    9,944,709       9,857,897       9,746,184       9,665,684       9,268,902  
Loans
    7,685,478       7,542,040       7,362,491       7,352,171       7,118,002  
Investment securities
    2,116,433       1,979,044       1,916,927       1,848,965       1,828,618  
Noninterest-bearing deposits
    2,647,995       2,679,261       2,686,189       2,743,566       2,725,139  
Total deposits
    8,377,141       8,406,547       8,480,098       8,479,666       8,221,857  
Shareholders' equity
    1,229,921       1,257,220       1,224,940       1,211,032       1,145,101  
INCOME STATEMENT DATA
                                       
Interest income
  $ 151,756     $ 165,807     $ 169,445     $ 167,002     $ 158,851  
Interest expense
    38,211       49,471       52,727       50,106       44,010  
Net interest income
    113,545       116,336       116,718       116,896       114,841  
Net interest income (TE)
    114,815       117,782       118,245       118,444       116,397  
Provision for credit losses
    14,000       10,000       9,000       -       (2,000 )
Noninterest income
    28,476       24,080       54,455       24,097       24,049  
  Net securities gains in noninterest income
    -       -       (1 )     -       -  
Noninterest expense
    83,929       85,774       88,229       88,661       86,444  
Net income
    29,855       30,244       48,766       35,052       36,992  
KEY RATIOS
                                       
Return on average assets
    1.11 %     1.12 %     1.82 %     1.33 %     1.48 %
Return on average shareholders' equity
    9.76       9.54       15.79       11.61       13.10  
Net interest margin
    4.64       4.75       4.82       4.91       5.08  
Average loans to average deposits
    91.74       89.72       86.82       86.70       86.57  
Efficiency ratio
    58.57       60.46       51.09       62.20       61.55  
Allowance for loan losses to loans
    1.19       1.16       1.10       1.02       1.06  
Nonperforming assets to loans plus foreclosed
                                       
  assets and surplus property
    1.96       1.64       1.22       .81       .76  
Annualized net charge-offs (recoveries) to average loans
    .53       .21       .13       .13       (.01 )
Average shareholders' equity to average assets
    11.39       11.73       11.52       11.47       11.30  
Tangible common equity as a percentage of
                                       
  tangible assets, end of period
    8.32       8.24       8.81       8.34       8.22  
Leverage ratio
    8.45       8.79       9.19       8.90       9.02  
COMMON SHARE DATA
                                       
Earnings per share
                                       
  Basic
  $ .46     $ .45     $ .72     $ .52     $ .56  
  Diluted
    .45       .45       .71       .51       .55  
Dividends
                                       
  Cash dividends per share
  $ .31     $ .29     $ .29     $ .29     $ .29  
  Dividend payout ratio
    67.23 %     64.16 %     40.70 %     56.23 %     53.16 %
Book value per share
  $ 18.90     $ 18.67     $ 18.53     $ 17.88     $ 17.76  
Trading data
                                       
  High sales price
  $ 27.49     $ 28.35     $ 30.32     $ 31.92     $ 33.26  
  Low sales price
    21.12       22.46       23.02       29.69       29.07  
  End-of-period closing price
    24.79       26.15       26.38       30.10       30.58  
  Trading volume
    45,483,491       30,514,264       28,674,777       13,035,329       16,256,098  
Average shares outstanding
                                       
  Basic
    64,960,915       66,942,296       67,526,329       67,238,471       66,090,617  
  Diluted
    65,841,398       67,744,528       68,237,485       68,284,392       67,156,190  
Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
                         
The efficiency ratio is noninterest expense to total net interest (TE) and noninterest income (excluding securities transactions).
         


 
16

 


Item 2:
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
 
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of Whitney Holding Corporation and its subsidiaries (the Company or Whitney) from December 31, 2007 to March 31, 2008 and on their results of operations during the first quarters of 2008 and 2007.  Nearly all of the Company’s operations are contained in its banking subsidiary, Whitney National Bank (the Bank).  This discussion and analysis is intended to highlight and supplement information presented elsewhere in this quarterly report on Form 10-Q, particularly the consolidated financial statements and related notes appearing in Item 1.  This discussion and analysis should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2007.

FORWARD-LOOKING STATEMENTS
This discussion contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements provide projections of results of operations or of financial condition or state other forward-looking information, such as expectations about future conditions and descriptions of plans and strategies for the future.  Forward-looking statements often contain words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “predict,” “project” or other words of similar meaning.
The forward-looking statements made in this discussion include, but may not be limited to, (a) comments on conditions impacting certain sectors of the loan portfolio; (b) information about changes in the duration of the investment portfolio with changes in market rates; (c) statements of the results of net interest income simulations run by the Company to measure interest rate sensitivity; (d) discussion of the performance of Whitney’s net interest income assuming certain conditions; (e) comments on expected changes in expense levels for employee benefits; and (f) comments on cost control initiatives.
Whitney’s ability to accurately project results or predict the effects of plans or strategies is inherently limited.  Although Whitney believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements.
Factors that could cause actual results to differ from those expressed in the Company’s forward-looking statements include, but are not limited to:
 
·
Whitney’s ability to effectively manage interest rate risk and other market risk, credit risk and operational risk;
 
·
changes in interest rates that affect the pricing of Whitney’s financial products, the demand for its financial services and the valuation of its financial assets and liabilities;
 
·
Whitney’s ability to manage fluctuations in the value of its assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support its business;
     
 
17

 
  ·  possible changes in general economic and business conditions, including the real estate and financial markets, in the United States and in the region and communities Whitney serves;
 
·
the occurrence of natural disasters or acts of war or terrorism that directly or indirectly affect the financial health of Whitney’s customer base;
 
·
changes in laws and regulations that significantly affect the activities of the banking industry and its competitive position relative to other financial service providers;
 
·
technological changes affecting the nature or delivery of financial products or services and the cost of providing them;
 
·
Whitney’s ability to develop competitive new products and services in a timely manner and their acceptance by the Bank’s customers;
 
·
Whitney’s ability to effectively expand into new markets;
 
·
the cost and other effects of material contingencies;
 
·
the failure to attract or retain key personnel;
 
·
the failure to capitalize on growth opportunities and to realize cost savings in connection with business acquisitions; and
 
·
management’s inability to develop and execute plans for Whitney to effectively respond to unexpected changes.
You are cautioned not to place undue reliance on these forward-looking statements.  Whitney does not intend, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law.

OVERVIEW
Whitney earned $29.9 million in the quarter ended March 31, 2008, compared with net income of $37.0 million for the first quarter of 2007.  Earnings were $.45 per diluted share in 2008’s first quarter, compared to $.55 for the year-earlier period.

Mergers and Acquisitions
On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), the parent of Signature Bank.  Signature Bank operated seven banking centers in the Tampa Bay metropolitan area with approximately $270 million in total assets, including $220 million of loans, and $210 million in deposits at acquisition.  Whitney’s financial information includes the results from these acquired operations since the acquisition date.

Loans and Earning Assets
Total loans at the end of the first quarter of 2008 were up 6%, or $470 million, from March 31, 2007, and 2%, or $138 million, compared to year-end 2007.  Loan demand and customer development activity in Texas and Whitney’s Louisiana markets outside the metropolitan New Orleans area were the major contributors to loan growth over the year, with smaller contributions from the Alabama and Mississippi markets.  Market conditions continue to restrain loan demand in Florida and contributed to a 4% decrease since the first quarter of 2007 in loans serviced from Whitney’s market areas in that state.

 
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Loans, including loans held for sale, comprised 77% of average earning assets in the first quarters of both 2008 and 2007, and the overall mix of earning assets was little changed between these periods.

Deposits and Funding
Total deposits at March 31, 2008 were 3% below the totals at both the end of 2007’s first quarter and December 31, 2007.  Average deposits in the first quarter of 2008 were down less than 1% compared to the fourth quarter of 2007, but increased 2% from 2007’s first quarter.  The decrease in deposits from year-end 2007 was mainly from higher-cost time deposits and public fund deposits.
Noninterest-bearing sources funded approximately 32% of average earning assets for the first quarter of 2008, compared to 34% in the first quarter of 2007.  Higher-cost interest-bearing funds, which include time deposits and borrowings, funded 35% of average earning assets in 2008’s first quarter, up from 32% in the year-earlier period.  This reflected a number of factors including higher average balances maintained in the Company’s treasury-management deposit products by commercial customers with excess liquidity, increased use of short-term borrowings to support earning asset growth in excess of deposit growth, and the issuance of $150 million in long-term subordinated debt in late March 2007.

Net Interest Income
Whitney’s net interest income (TE) for the first quarter of 2008 decreased $1.6 million, or 1%, compared to the first quarter of 2007.  The additional day in the current period would have added as much as $1 million, other factors held constant.  Average earning assets increased 7% between these periods.  The net interest margin (TE) was 4.64% for the first quarter of 2008, down 44 basis points from the year-earlier period.  The overall yield on earning assets decreased 82 basis points from the first quarter of 2007, mainly reflecting the steep reduction in benchmark rates for the large variable-rate segment of Whitney’s loan portfolio toward the end of 2007 and continuing into 2008.  The cost of funds decreased 38 basis points between the first quarters of 2007 and 2008 as the impact of a shift toward higher-cost funding sources between these periods was offset by reductions in offered rates as market rates fell.
Net interest income (TE) for the first quarter of 2008 was down $3.0 million, or 2.5%, compared to the fourth quarter of 2007, with approximately $1 million of this decrease related to the number of days in each period.  Average earning assets increased 1% between these periods, while the net interest margin declined by 11 basis points.  Earning assets yielded 56 basis points less in the first quarter of 2008, while the cost of funds decreased 45 basis points.  The funding mix was little changed between these periods.


 
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Provision for Credit Losses and Credit Quality
Whitney made a $14.0 million provision for credit losses in the first quarter of 2008, compared to $10.0 million in 2007’s fourth quarter and a $2.0 million negative provision in the first quarter of 2007.  Net loan charge-offs in 2008’s first quarter were $10.2 million or .53% of average loans on an annualized basis, compared to $3.9 million in the fourth quarter of 2007 and minimal net recoveries in the prior year’s first quarter.  The allowance for loan losses increased to 1.19% of total loans at March 31, 2008, up from 1.16% at the end of 2007 and 1.06% a year earlier.  The total of loans criticized through the Company’s credit risk-rating process increased $87 million during the first quarter of 2008.  Loans for residential development, investment and other residential purposes comprised approximately 40% of the criticized loan total at March 31, 2008, mainly concentrated in Florida.

Noninterest Income
Noninterest income increased $4.4 million compared to the first quarter of 2007.  Whitney recognized a $2.3 million gain in the first quarter of 2008 from the mandatory redemption of a portion of its Visa shares in connection with Visa’s restructuring and initial public offering.  Deposit service charge income in the first quarter of 2008 was up 14%, or $1.0 million, aided by both improved pricing and reduced earnings credits allowed on certain commercial deposit accounts.  Increases were also registered for bank card fees, trust service fees and most other recurring revenue sources.
Noninterest income for the first quarter of 2008 was also up $4.4 million compared to 2007’s fourth quarter, including the Visa gain and an additional $2.1 million in gains and other revenue from foreclosed assets, all of which was from certain grandfathered property interests carried at a nominal value.  Income from recurring revenue sources was down slightly between these periods, mainly reflecting some expected seasonal fluctuations.

Noninterest Expense
Noninterest expense in the first quarter of 2008 decreased 3%, or $2.5 million, from 2007’s first quarter.  Whitney’s personnel expense increased less than 1% between these periods, as expected increases in the cost of certain employee benefits and compensation added for Signature’s staff and normal salary adjustments were offset by a decrease in compensation associated with management incentive programs and the impact of a 2% reduction in the average full-time equivalent staff level between these periods, excluding the acquired staff.
The total of all other noninterest expense unrelated to personnel decreased a net $2.8 million, or 7%, compared to the first quarter of 2007.  In connection with Visa’s initial public offering in the first quarter of 2008, the Company reversed a $1.0 million liability it had recorded in the fourth quarter of 2007 for its obligation to share in certain of Visa’s litigation losses.
Normalized for the impact of the reversal of the Visa litigation liability, noninterest expense for 2008’s first quarter was essentially unchanged compared to the fourth quarter of 2007.  As part of a strategic initiative to improve the efficiency ratio, management is continuing to develop action plans to drive down expenses where possible and realign corporate investments.

 
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FINANCIAL CONDITION

LOANS, CREDIT RISK MANAGEMENT, AND ALLOWANCE AND RESERVE FOR CREDIT LOSSES

Loan Portfolio Developments
Total loans at March 31, 2008 were up 2%, or $138 million, from year-end 2007, and 6%, or $470 million, from March 31, 2007.  Loan demand and customer development activity in Texas and Whitney’s Louisiana markets outside the metropolitan New Orleans area were the major contributors to loan growth over the year, with smaller contributions from the Alabama and Mississippi markets.  Compared to March 31, 2007, loans serviced from Whitney’s operations in Houston, Texas grew by 29% year over year, and those serviced in Louisiana markets outside New Orleans grew 16%.  Market conditions continue to restrain loan demand in Florida and contributed to a 4% decrease since the first quarter of 2007 in loans serviced from Whitney’s market areas in this state.
Table 1 shows loan balances by type of loan at March 31, 2008 and at the end of the four prior quarters.  Table 2 distributes the loan portfolio as of March 31, 2008 by the geographic region from which the loans are serviced.  The following discussion provides a brief overview of the composition of the different portfolio sectors and the customers served in each as well as recent changes.

TABLE 1. LOANS
 
   
2008
 
2007
(dollars in millions)
 
March 31
 
December 31
 
September 30
 
June 30
 
March 31
Commercial, financial and
                             
    agricultural
  $ 2,897     $ 2,823     $ 2,837     $ 2,825     $ 2,791  
Real estate  –  commercial,
                                       
    construction and other
    3,533       3,477       3,345       3,259       3,199  
Real estate  –
                                       
    residential mortgage
    950       934       924       936       918  
Individuals
    344       352       347       348       346  
    Total loans
  $ 7,724     $ 7,586     $ 7,453     $ 7,368     $ 7,254  

TABLE 2. GEOGRAPHIC DISTRIBUTION OF LOAN PORTFOLIO AT MARCH 31, 2008
 
                     
Alabama/
       
Percent
(dollars in millions)
 
Louisiana
 
Texas
 
Florida
 
Mississippi
 
Total
 
of total
Commercial, financial and
                                   
  agricultural
  $ 2,019     $ 508     $ 107     $ 263     $ 2,897       38 %
Real estate  –  commercial,
                                               
  construction and other
    1,438       662       991       442       3,533       46 %
Real estate  –
                                               
    residential mortgage
    519       83       227