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.
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
|
|
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.
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
|
|
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.
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.
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.
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.
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.
|
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.
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.
|
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).
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|
|
|
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Item 2:
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
|
|
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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;
|
|
|
|
|
|
|
·
|
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;
|
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|
·
|
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.
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.
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.
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
|
|
|
|