| Maryland | 31-0724920 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
|
Large accelerated filer
þ
|
Accelerated filer o | Non-accelerated filer o |
|
Part I. Financial Information
|
||||||||
|
|
||||||||
|
Item 1. Financial Statements (Unaudited)
|
||||||||
|
|
||||||||
|
Condensed Consolidated Balance Sheets at March 31, 2006, December 31, 2005, and March 31, 2005
|
3 | |||||||
|
|
||||||||
|
Condensed Consolidated Statements of Income for the three months ended March 31, 2006 and 2005
|
4 | |||||||
|
|
||||||||
|
Condensed Consolidated Statements of Changes in Shareholders Equity for the three months ended March 31, 2006 and 2005
|
5 | |||||||
|
|
||||||||
|
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005
|
6 | |||||||
|
|
||||||||
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
7 | |||||||
|
|
||||||||
|
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|
26 | |||||||
|
|
||||||||
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk
|
83 | |||||||
|
|
||||||||
|
Item 4. Controls and Procedures
|
83 | |||||||
|
|
||||||||
|
Part II. Other Information
|
||||||||
|
|
||||||||
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
83 | |||||||
|
|
||||||||
|
Item 6. Exhibits
|
83 | |||||||
|
|
||||||||
|
Signatures
|
84 | |||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32.1 | ||||||||
| EX-32.2 | ||||||||
2
| March 31, | December 31, | March 31, | ||||||||||
| (in thousands, except number of shares) | 2006 | 2005 | 2005 | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
|
Assets
|
||||||||||||
|
Cash and due from banks
|
$ | 797,258 | $ | 966,445 | $ | 914,699 | ||||||
|
Federal funds sold and securities purchased under resale agreements
|
349,098 | 74,331 | 144,980 | |||||||||
|
Interest bearing deposits in banks
|
23,204 | 22,391 | 29,551 | |||||||||
|
Trading account securities
|
111,208 | 8,619 | 100,135 | |||||||||
|
Loans held for sale
|
311,138 | 294,344 | 252,932 | |||||||||
|
Investment securities
|
5,034,359 | 4,526,520 | 4,052,875 | |||||||||
|
Loans and leases
|
||||||||||||
|
Commercial and industrial loans
|
6,940,649 | 6,809,208 | 6,064,019 | |||||||||
|
Commercial real estate loans
|
4,877,382 | 4,036,171 | 4,526,510 | |||||||||
|
Automobile loans
|
2,053,777 | 1,985,304 | 2,066,264 | |||||||||
|
Automobile leases
|
2,154,883 | 2,289,015 | 2,476,098 | |||||||||
|
Home equity loans
|
4,816,196 | 4,638,841 | 4,594,586 | |||||||||
|
Residential mortgage loans
|
4,604,705 | 4,193,139 | 3,995,769 | |||||||||
|
Other consumer loans
|
697,997 | 520,488 | 483,219 | |||||||||
|
Total loans and leases
|
26,145,589 | 24,472,166 | 24,206,465 | |||||||||
|
Allowance for loan and lease losses
|
(283,839 | ) | (268,347 | ) | (264,390 | ) | ||||||
|
Net loans and leases
|
25,861,750 | 24,203,819 | 23,942,075 | |||||||||
|
Operating lease assets
|
174,839 | 229,077 | 466,550 | |||||||||
|
Bank owned life insurance
|
1,060,305 | 1,001,542 | 973,164 | |||||||||
|
Premises and equipment
|
375,740 | 360,677 | 354,979 | |||||||||
|
Goodwill
|
579,246 | 212,530 | 212,200 | |||||||||
|
Other intangible assets
|
60,563 | 4,956 | 5,580 | |||||||||
|
Accrued income and other assets
|
927,201 | 859,554 | 732,879 | |||||||||
|
Total assets
|
$ | 35,665,909 | $ | 32,764,805 | $ | 32,182,599 | ||||||
|
|
||||||||||||
|
Liabilities and shareholders equity
|
||||||||||||
|
Liabilities
|
||||||||||||
|
Deposits in domestic offices
|
||||||||||||
|
Demand deposits non-interest bearing
|
$ | 3,776,790 | $ | 3,390,044 | $ | 3,186,187 | ||||||
|
Interest bearing
|
20,326,575 | 18,548,943 | 18,182,951 | |||||||||
|
Deposits in foreign offices
|
451,798 | 470,688 | 401,835 | |||||||||
|
Total deposits
|
24,555,163 | 22,409,675 | 21,770,973 | |||||||||
|
Short-term borrowings
|
1,687,536 | 1,889,260 | 1,033,496 | |||||||||
|
Federal Home Loan Bank advances
|
1,658,486 | 1,155,647 | 903,871 | |||||||||
|
Other long-term debt
|
2,035,576 | 2,418,419 | 3,138,626 | |||||||||
|
Subordinated notes
|
1,283,359 | 1,023,371 | 1,025,612 | |||||||||
|
Allowance for unfunded loan commitments and letters of credit
|
39,301 | 36,957 | 31,610 | |||||||||
|
Deferred income tax liability
|
685,559 | 743,655 | 781,152 | |||||||||
|
Accrued expenses and other liabilities
|
640,749 | 530,320 | 907,486 | |||||||||
|
Total liabilities
|
32,585,729 | 30,207,304 | 29,592,826 | |||||||||
|
|
||||||||||||
|
Shareholders equity
|
||||||||||||
|
Preferred stock authorized 6,617,808 shares;
none outstanding
|
| | | |||||||||
|
Common stock without par value; authorized
500,000,000 shares; issued 257,866,255 shares; outstanding
245,183,441; 224,106,172 and 232,002,213 shares, respectively.
|
2,548,185 | 2,491,326 | 2,484,832 | |||||||||
|
Less 12,682,814; 33,760,083 and 25,864,042 treasury shares respectively.
|
(273,120 | ) | (693,576 | ) | (490,139 | ) | ||||||
|
Accumulated other comprehensive loss
|
(31,434 | ) | (22,093 | ) | (18,686 | ) | ||||||
|
Retained earnings
|
836,549 | 781,844 | 613,766 | |||||||||
|
Total shareholders equity
|
3,080,180 | 2,557,501 | 2,589,773 | |||||||||
|
|
||||||||||||
|
Total liabilities and shareholders equity
|
$ | 35,665,909 | $ | 32,764,805 | $ | 32,182,599 | ||||||
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
31
32
33
34
35
Three Months Ended
March 31,
(in thousands, except per share amounts)
2006
2005
$
399,346
$
325,595
509
312
52,443
38,235
5,712
4,307
6,777
7,656
464,787
376,105
148,314
89,168
14,665
4,828
14,488
8,683
43,640
38,228
221,107
140,907
243,680
235,198
19,540
19,874
224,140
215,324
19,390
46,732
41,222
39,418
21,278
18,196
15,193
13,026
10,242
10,104
11,509
10,159
17,832
12,061
(20
)
957
448
22,440
17,397
159,534
168,050
14,607
37,948
131,557
123,981
17,966
19,242
19,851
18,770
16,503
15,863
5,365
9,459
7,798
6,454
4,825
4,882
3,074
3,094
1,075
204
15,794
18,380
238,415
258,277
145,259
125,097
40,803
28,578
$
104,456
$
96,519
230,976
231,824
234,371
235,053
$
0.45
$
0.42
0.45
0.41
0.25
0.20
Condensed Consolidated Statements of Changes in Shareholders Equity
Accumulated
Other
Common Stock
Treasury Shares
Comprehensive
Retained
(in thousands)
Shares
Amount
Shares
Amount
Income (Loss)
Earnings
Total
257,866
$
2,484,204
(26,261
)
$
(499,259
)
$
(10,903
)
$
563,596
$
2,537,638
96,519
96,519
(20,789
)
(20,789
)
13,006
13,006
88,736
(46,349
)
(46,349
)
198
399
7,577
7,775
430
188
1,543
1,973
257,866
$
2,484,832
(25,674
)
$
(490,139
)
$
(18,686
)
$
613,766
$
2,589,773
257,866
$
2,491,326
(33,760
)
$
(693,576
)
$
(22,093
)
$
781,844
$
2,557,501
104,456
104,456
12,110
12,110
(18,694
)
(18,694
)
9,353
9,353
107,225
(61,861
)
(61,861
)
53,366
25,350
522,390
575,756
4,273
4,273
(782
)
569
11,671
10,889
(4,831
)
(113,326
)
(113,326
)
2
(11
)
(279
)
(277
)
257,866
$
2,548,185
(12,683
)
$
(273,120
)
$
(31,434
)
$
836,549
$
3,080,180
Three Months Ended
March 31,
(in thousands of dollars)
2006
2005
$
104,456
$
96,519
19,540
19,874
13,437
34,703
18,177
20,255
(5,681
)
1,001
4,273
(59,449
)
2,195
(23,845
)
209,495
(616,943
)
(418,494
)
600,149
389,031
20
(957
)
(448
)
(10,242
)
(10,104
)
(7,134
)
12,304
(11,056
)
54,036
25,254
409,858
2,283
(7,153
)
66,507
110,777
110,100
61,687
672,375
(462,392
)
(629,508
)
(28,721
)
(678,043
)
(8,592
)
(3,388
)
47,952
85,843
1,692
28
(7,476
)
(12,708
)
2,311
37,347
(213,972
)
(425,107
)
449,778
1,008,131
(280,864
)
(173,737
)
250,000
1,407,050
7,789
(1,007,161
)
(375,006
)
(380,390
)
(860,000
)
(41,678
)
(45,384
)
(113,326
)
10,889
7,775
294,298
(430,432
)
105,580
(445,681
)
1,040,776
1,505,360
$
1,146,356
$
1,059,679
$
45,874
$
14,239
212,279
123,706
49,060
36,804
575,756
(in thousands)
March 1, 2006
$
575,793
(194,996
)
380,797
16,870
322
1,148
748
2,845
11,838
8,830
423,398
(45,000
)
(11,682
)
(56,682
)
$
366,716
(in thousands)
March 1, 2006
$
66,544
3,096
300,416
1,665,602
(22,187
)
1,643,415
48,521
21,079
366,716
56,682
21,121
2,527,590
1,696,124
79,140
102,950
23,464
11,838
38,281
1,951,797
$
575,793
Three Months Ended
March 31,
(in thousands, except per share amounts)
2006
2005
$
255,282
$
251,971
(19,912
)
(21,169
)
235,370
230,802
163,360
175,054
(246,879
)
(276,080
)
151,851
129,776
(42,800
)
(30,380
)
$
109,051
$
99,396
$
0.44
$
0.39
0.43
0.38
247,869
257,058
251,264
260,414
Three Months Ended
March 31,
(in thousands)
2006
2005
$
10,805
$
20,286
998
(2,193
)
(3,240
)
$
9,610
$
17,046
$
11,086
$
17,844
Three Months Ended
March 31,
(in thousands)
2006
$
91,259
18,631
109,890
5,777
1,909
5,681
$
123,257
Decline in fair value
due to
10%
20%
adverse
adverse
(in thousands)
Actual
change
change
11.48
%
$
(5,145
)
$
(9,820
)
9.37
(4,543
)
(8,764
)
Three Months Ended
March 31,
(in thousands)
2005
$
(4,775
)
(1,180
)
4,940
$
(1,015
)
Three Months Ended
March 31,
(in thousands)
2006
2005
$
5,924
$
5,394
610
505
253
126
$
6,787
$
6,025
March 31, 2006
December 31, 2005
March 31, 2005
Amortized
Amortized
Amortized
(in thousands)
Cost
Fair Value
Cost
Fair Value
Cost
Fair Value
$
$
$
$
$
$
21,253
20,466
23,446
22,893
24,739
24,376
2,946
3,014
753
782
248
260
24,199
23,480
24,199
23,675
24,987
24,636
29,853
28,698
31,058
30,047
17,649
17,296
20,835
20,442
1,244,278
1,197,187
1,278,540
1,248,975
644,058
625,922
1,274,131
1,225,885
1,309,598
1,279,022
682,542
663,660
45,099
44,247
252,770
241,958
296,945
286,754
535,760
522,427
51,048
47,467
52,440
49,712
450,231
430,329
348,917
333,672
349,385
336,466
985,991
952,756
1,623,048
1,559,557
1,658,983
1,615,488
1,668,533
1,616,416
65
65
65
65
63
63
145
145
145
145
361
362
154,741
151,982
144,415
143,597
82,923
81,932
393,470
390,206
400,156
401,043
309,063
309,442
548,421
542,398
544,781
544,850
392,410
391,799
663,447
651,017
402,959
393,569
435,931
428,839
663,447
651,017
402,959
393,569
435,931
428,839
30,503
30,445
31,663
31,659
30,000
30,000
6,385
6,419
2,071,020
2,071,735
1,757,031
1,757,121
1,404,743
1,409,855
2,101,523
2,102,180
1,788,694
1,788,780
1,441,128
1,446,274
2,400
2,400
1,700
1,700
2,100
2,109
9,800
9,808
10,997
11,051
11,005
11,219
1,252
1,186
2,062
2,063
2,655
2,622
44
43
44
43
35,149
37,922
136,123
136,123
89,661
89,661
85,568
85,568
5,271
6,167
55,058
55,640
5,190
5,471
154,890
155,727
159,522
160,158
141,667
144,911
$
5,115,528
$
5,034,359
$
4,579,138
$
4,526,520
$
4,104,656
$
4,052,875
2.8
2.8
2.8
(1)
The average duration assumes a market driven pre-payment rate on securities subject to pre-payment.
Three Months Ended
March 31,
(in thousands)
2006
2005
$
(28,571
)
$
(31,165
)
9,864
10,998
(18,707
)
(20,167
)
20
(957
)
(7
)
335
13
(622
)
(18,694
)
(20,789
)
14,389
20,009
(5,036
)
(7,003
)
9,353
13,006
$
(9,341
)
$
(7,783
)
Unrealized losses
Unrealized gains on
Minimum
on investment
cash flow hedging
pension
(in thousands)
securities
derivatives
liability
Total
$
(12,683
)
$
4,252
$
(2,472
)
$
(10,903
)
(20,789
)
13,006
(7,783
)
$
(33,472
)
$
17,258
$
(2,472
)
$
(18,686
)
$
(34,016
)
$
15,206
$
(3,283
)
$
(22,093
)
(18,694
)
9,353
(9,341
)
$
(52,710
)
$
24,559
$
(3,283
)
$
(31,434
)
Three Months Ended
March 31,
(in thousands, except per share amounts)
2006
2005
$
104,456
$
96,519
230,976
231,824
3,395
3,229
$
234,371
$
235,053
$
0.45
$
0.42
0.45
0.41
Stock-based
compensation
(in
millions, except per share amounts)
expense
$
4.3
2.8
$
0.01
0.01
Three Months Ended
March 31,
2006
2005
4.47
%
4.13
%
4.32
3.47
22.2
26.3
6.0
6.0
Three Months Ended
(in millions, except per share amounts)
March 31, 2005
$
96.5
(2.9
)
$
93.6
$
0.42
0.40
0.41
0.40
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
Exercise
Contractual
Intrinsic
(in thousands, except per share amounts)
Options
Price
Life
(Years)
Value
21,004
$
21.11
10
23.39
655
16.56
(613
)
16.74
(111
)
21.95
20,945
21.09
5.4
72,454
13,116
$
20.11
5.0
$
59,879
(1)
Relates to option plans acquired from the merger with Unizan.
Weighted-
Average
Grant Date
(in thousands, except per share amounts)
Options
Fair Value
7,956
$
5.53
10
4.33
19
4.61
(51
)
5.19
(105
)
5.58
7,829
$
5.52
(1)
Relates to option plans acquired from the merger with Unizan.
(in thousands, except per share amounts)
Options Outstanding
Exercisable Options
Weighted-
Average
Weighted-
Weighted-
Remaining
Average
Average
Range of
Contractual
Exercise
Exercise
Exercise Prices
Shares
Life
(Years)
Price
Shares
Price
805
5.0
$
14.26
805
$
14.26
8,109
5.3
18.06
6,680
17.66
9,749
6.2
22.74
3,367
21.57
2,282
2.8
27.22
2,264
27.24
20,945
5.4
$
21.09
13,116
$
20.11
Pension Benefits
Post Retirement Benefits
Three Months Ended
Three Months Ended
March 31,
March 31,
(in thousands)
2006
2005
2006
2005
$
4,309
$
3,545
$
337
$
353
5,539
4,753
565
778
(8,220
)
(6,096
)
(1
)
276
276
1
1
95
94
1,000
750
4,377
2,673
(181
)
$
7,006
$
5,625
$
1,092
$
1,501
March 31,
December 31,
March 31,
(in millions)
2006
2005
2005
$
3,295
$
3,316
$
4,253
3,410
3,046
2,942
1,648
1,567
880
1,095
1,079
956
43
47
51
Notional
Average
Maturity
Fair
Weighted-Average
Rate
(in thousands )
Value
(years)
Value
Receive
Pay
$
925,250
9.1
$
(6,348
)
5.12
%
4.94
%
665,000
6.9
(19,856
)
4.44
4.64
490,000
3.6
(1,363
)
4.50
5.04
$
2,080,250
7.1
$
(27,567
)
4.76
%
4.87
%
Fair Value
Cash Flow
(in thousands )
Hedges
Hedges
Total
$
790,250
$
165,000
$
955,250
325,000
325,000
750,000
750,000
50,000
50,000
$
1,590,250
$
490,000
$
2,080,250
At March 31,
(in thousands)
2006
2005
$
250
$
453
3,053
3,994
3,303
4,447
(1,650
)
(1,695
)
(32
)
(205
)
(1,682
)
(1,900
)
$
1,621
$
2,547
Total Number of Shares
Maximum Number of
Total Number
Average
Purchased as Part of
Shares that May Yet Be
of Shares
Price Paid
Publicly Announced Plans
Purchased Under the
Period
Purchased
Per Share
or Programs
(1)
Plans or Programs
(1)
831,000
$
23.27
6,006,000
8,994,000
1,500,000
22.91
7,506,000
7,494,000
2,500,000
23.85
10,006,000
4,994,000
4,831,000
$
23.46
10,006,000
4,994,000
(1)
Information is as of the end of the period.
Three Months Ended March 31,
Income Statements
Regional
Dealer
Treasury/
Huntington
(in thousands of dollars)
Banking
Sales
PFCMG
Other
Consolidated
$
208,212
$
34,671
$
17,607
$
(16,810
)
$
243,680
(10,325
)
(7,762
)
(1,453
)
(19,540
)
77,807
26,976
40,895
13,856
159,534
(151,839
)
(31,901
)
(32,124
)
(22,551
)
(238,415
)
(43,349
)
(7,694
)
(8,724
)
18,964
(40,803
)
$
80,506
$
14,290
$
16,201
$
(6,541
)
$
104,456
$
185,030
$
37,906
$
16,845
$
(4,583
)
$
235,198
(12,318
)
(6,931
)
(625
)
(19,874
)
71,199
53,143
32,051
11,657
168,050
(150,313
)
(56,588
)
(33,449
)
(17,927
)
(258,277
)
(32,759
)
(9,636
)
(5,188
)
19,005
(28,578
)
$
60,839
$
17,894
$
9,634
$
8,152
$
96,519
Assets at
Deposits at
Balance Sheets
March 31,
December 31,
March 31,
March 31,
December 31,
March 31,
(in millions of dollars)
2006
2005
2005
2006
2005
2005
$
20,769
$
18,857
$
18,157
$
20,233
$
17,957
$
17,540
5,467
5,612
6,091
64
65
69
2,090
2,010
1,944
1,177
1,180
1,155
7,340
6,286
5,991
3,081
3,208
3,007
$
35,666
$
32,765
$
32,183
$
24,555
$
22,410
$
21,771
Introduction
- Provides overview comments on important matters including risk
factors and bank regulatory agreements. These are essential for understanding our
performance and prospects.
Discussion of Results of Operations
- Reviews financial performance from a
consolidated company perspective. It also includes a Significant Factors
Influencing Financial Performance Comparisons section that summarizes key issues
helpful for understanding performance trends. Key consolidated balance sheet and
income statement trends are also discussed in this section.
Risk Management and Capital
- Discusses credit, market, liquidity, and
operational risks, including how these are managed, as well as performance trends.
It also includes a discussion of liquidity policies, how we fund ourselves, and
related performance. In addition, there is a discussion of guarantees and/or
commitments made for items such as standby letters of credit and commitments to sell
loans, and a discussion that reviews the adequacy of capital, including regulatory
capital requirements.
Lines of Business Discussion
- Describes our lines of business, provides an
overview of financial performance for each line of business, and provides additional
discussion of trends underlying consolidated financial performance.
$18.8 million, or 16%, increase in non-interest income before operating lease income,
primarily reflecting broad-based growth in various fee income activities including mortgage
banking, other income, trust services, brokerage and insurance revenue, service charges on
deposit accounts, and other service charges and fees.
(See Non-interest Income discussion
for details.)
$8.5 million, or 4%, increase in net interest income reflecting 4% growth in average
earning assets (5% in average loans and leases), and a slightly higher net interest margin
(3.32% in the 2006 first quarter versus 3.31% in the year-ago quarter).
(See Net Interest
Income discussion for details.)
$0.3 million, or 2%, decline in provision for credit losses.
(See Provision for Credit
Losses and the Credit Risk discussions for details.)
$12.2 million increase in provision for income taxes as the effective tax rate increased
to 28.1% from 22.8%, primarily due to an increase in pre-tax earnings and the benefit from
the federal tax loss carry back impacting only the 2005 provision for income tax expense.
(See Provision for Income Taxes discussion for details.)
$4.0 million decline in the net contribution from operating leases ($27.3 million
decline in operating lease income partially offset by a $23.3 million decline in operating
lease expense) as that portfolio continued its expected run-off.
(See Operating Lease
Assets discussion for details.)
$3.5 million, or 2%, increase in non-interest expense before operating lease expense
mostly attributable to higher personnel, marketing, and outside data
processing costs, partially offset by declines in professional services, other, and net occupancy
expenses. Personnel costs also increased, in part, as a result of expensing stock options in the first quarter
of 2006.
(See Non-interest Expense before operating lease expense discussion for
details.)
$17.2 million, or 14%, increase in non-interest income before operating lease income,
primarily reflecting a decline in securities losses and broad-based growth in various fee
income activities including mortgage banking, brokerage and insurance revenue, and trust
services income. Non-interest income categories that declined from the 2005 fourth quarter
included service charges on deposit accounts (influenced by seasonal factors) and other
income.
(See Non-interest Income discussion for details.)
$11.3 million decline in provision for credit losses as
the 2005 fourth quarter provision expense was
influenced by the establishment of reserves associated with that quarters
increase in non-performing loans (NPLs). Net charge-offs in the 2006 first quarter were
higher than in the prior quarter, reflecting the resolution of certain of the 2005 fourth
quarters NPLs, for which reserves had already been established. Non-performing assets at
March 31, 2006 were higher than at December 31, 2005, with the majority of the increase
reflecting NPAs acquired in the Unizan merger.
(See Provision for Credit Losses and the
Credit Risk discussions for details.)
$12.2 million, or 6%, increase in non-interest expense before operating lease expense
primarily due to higher personnel costs, reflecting higher benefits expense mostly due to
seasonal factors, as well as higher salaries partially influenced by the Unizan merger and
stock option expensing. These increases were partially offset by declines in other and
professional services expenses.
(See Non-interest Expense discussion for details.)
$11.6 million increase in provision for income taxes as the effective tax rate increased
to 28.1% from 22.5%, primarily due to an increase in pre-tax earnings and the benefit from
the federal tax loss carry back impacting only the 2005 provision for income tax expense.
(See Provision for Income Taxes discussion for details.)
$0.8 million decline in the net contribution from operating leases ($5.0 million decline
in operating lease income partially offset by a $4.1 million decline in operating lease
expense) as that portfolio continued its expected run-off.
(See Operating Lease Assets
discussion for details.)
2006
2005
(in thousands, except per share amounts)
First
Fourth
Third
Second
First
$
464,787
$
442,476
$
420,858
$
402,326
$
376,105
221,107
198,800
179,221
160,426
140,907
243,680
243,676
241,637
241,900
235,198
19,540
30,831
17,699
12,895
19,874
224,140
212,845
223,938
229,005
215,324
41,222
42,083
44,817
41,516
39,418
21,278
20,425
19,671
19,113
18,196
15,193
13,101
13,948
13,544
13,026
10,242
10,389
10,104
10,139
10,104
11,509
11,488
11,449
11,252
10,159
17,832
10,909
21,116
(2,376
)
12,061
(20
)
(8,770
)
101
(343
)
957
448
455
502
254
22,440
22,900
9,770
24,974
17,397
140,144
122,980
131,478
118,073
121,318
19,390
24,342
29,262
38,097
46,732
159,534
147,322
160,740
156,170
168,050
131,557
116,111
117,476
124,090
123,981
17,966
17,940
16,653
17,257
19,242
19,851
19,693
18,062
18,113
18,770
16,503
16,093
15,531
15,637
15,863
5,365
7,440
8,323
9,347
9,459
7,798
7,403
6,779
7,441
6,454
4,825
4,453
4,512
4,801
4,882
3,074
3,084
3,102
3,293
3,094
1,075
218
203
204
204
15,794
19,194
19,588
19,074
18,380
223,808
211,629
210,229
219,257
220,329
14,607
18,726
22,823
28,879
37,948
238,415
230,355
233,052
248,136
258,277
145,259
129,812
151,626
137,039
125,097
40,803
29,239
43,052
30,614
28,578
$
104,456
$
100,573
$
108,574
$
106,425
$
96,519
234,363
229,718
233,456
235,671
235,053
$
0.45
$
0.44
$
0.47
$
0.45
$
0.41
0.250
0.215
0.215
0.215
0.200
1.26
%
1.22
%
1.32
%
1.31
%
1.20
%
15.5
15.5
16.5
16.3
15.5
3.32
3.34
3.31
3.36
3.31
58.3
57.0
57.4
61.8
63.7
28.1
22.5
28.4
22.3
22.8
$
243,680
$
243,676
$
241,637
$
241,900
$
235,198
3,836
3,837
3,734
2,961
2,861
247,516
247,513
245,371
244,861
238,059
159,534
147,322
160,740
156,170
168,050
$
407,050
$
394,835
$
406,111
$
401,031
$
406,109
(1)
On a fully taxable equivalent (FTE) basis assuming a 35% tax rate.
(2)
Non-interest expense less amortization of intangibles divided by the sum of FTE net interest income and non-interest income excluding securities gains (losses).
1.
Unizan Acquisition.
The merger with Unizan Financial Corp. (Unizan), with
assets of $2.5 billion, including $1.6 billion of loans, and core deposits of $1.5
billion, was completed March 1, 2006. This acquisition impacted performance
comparisons to prior-period results by:
Adding approximately one-months impact from Unizan to average balance sheet
items most notably loans ($554 million for total loans and leases) and deposits
($516 million for total core deposits).
(Please note that the conversion of
Unizans loan and deposit systems to our systems in April 2006, may result in
certain loan and deposit sub-category data and metrics as reported for the 2006
first quarter being reclassified.)
Adding approximately one-months impact from Unizan to income statement items.
Similarly impacting certain credit quality measures such as net charge-offs and
period-end non-performing assets (NPAs).
In addition, first quarter 2006 non-interest expense included $1.0 million of
merger-related expenses in addition to Unizans run-rate amounts, which consisted
primarily of retention bonuses, outside programming services, and marketing expenses.
In the discussion of results, we refer to growth (amounts and percent) before/excluding
Unizan, as we believe this is helpful in better discerning underlying growth rates and in
analyzing performance trends without the impact of the Unizan merger.
(See
reconciliation table below.)
Analysis of changes in loans and leases and deposits, adjusted for Unizan:
Change
Percent
(in millions)
1Q06
Amount
Percent
Annualized
4Q05
$
24,931
$
463
1.9
%
7.6
%
$
24,468
(4,215
)
(4,355
)
(530
)
N.A.
$
20,186
$
73
0.4
%
1.5
%
$
20,113
$
11,130
$
356
3.3
%
13.2
%
$
10,774
(264
)
N.A.
$
10,866
$
92
0.9
%
3.4
%
$
10,774
$
4,694
$
41
0.9
%
3.5
%
$
4,653
(74
)
N.A.
$
4,620
$
(33
)
(0.7
)%
(2.8
)%
$
4,653
$
4,306
$
141
3.4
%
13.5
%
$
4,165
(136
)
N.A.
$
4,170
$
5
0.1
%
0.5
%
$
4,165
$
17,942
$
597
3.4
%
13.8
%
$
17,345
(516
)
N.A.
$
17,426
$
81
0.5
%
1.9
%
$
17,345
2.
Mortgage servicing rights (MSRs) and related hedging.
Interest rate levels have
generally been rising throughout this period, and occasionally, volatile, with
increases in one period followed by declines in another and vice versa. This has
impacted the valuation of MSRs, which can be volatile when rates change.
Since the second quarter of 2002, we have generally retained the servicing on
mortgage loans we originate and sell. MSR values are very sensitive to movements in
interest rates as expected future net servicing income depends on the projected
outstanding principal balances of the underlying loans, which can be greatly reduced
by prepayments. Prepayments usually increase when mortgage interest rates decline
and decrease when mortgage interest rates rise. Thus, as interest rates decline,
less future income is expected and the value of MSRs declines. Prior to 2006, we
recognized impairment when the valuation was less than the recorded book value. We
recognized temporary impairment due to changes in interest rates through a valuation
reserve and recorded a direct write-down of the book value of MSRs for
other-than-temporary declines in valuation. Changes and fluctuations in interest
rate levels between quarters resulted in some quarters reporting an MSR temporary
impairment, with others reporting a recovery of previously recognized MSR temporary
impairment. Such swings in MSR valuations have significantly impacted quarterly
mortgage banking income trends throughout this period.
Prior to 2006, we used trading account assets to offset MSR valuation changes.
The valuations of trading securities we used generally reacted to interest rate
changes in an opposite direction compared with changes in MSR valuations. As a
result, changes in interest rate levels that impacted MSR valuations also resulted
in trading gains or losses. As such, in quarters where an MSR impairment was
recognized, trading account assets were sold, typically resulting in a gain on sale
or trading income, and vice versa. Trading gains or losses are a component of other
non-interest income on the income statement.
Beginning in 2006, we adopted Statement No. 156, which records MSRs at fair
value. Under the fair value approach, servicing assets and liabilities are recorded
at fair value at each reporting date. Changes in fair value between reporting dates
are recorded as an increase or decrease in mortgage banking income, which is
reflected in non-interest income in the consolidated statements of income. MSR
assets included in other assets.
(See Tables 2, 5, and 6.)
3.
Automobile leases originated through April 2002 are accounted for as operating
leases.
Automobile leases originated before May 2002 are accounted for using the
operating lease method of accounting because they do not qualify as direct financing
leases. Operating leases are carried in other assets with the related rental income,
other revenue, and credit recoveries reflected as operating lease income, a component
of non-interest income. Under this accounting method, depreciation expenses, as well as
other costs and charge-offs, are reflected as operating lease expense, a component of
non-interest expense. With no new automobile operating leases originated since April
2002, the operating lease assets have declined rapidly. It is anticipated that the
level of operating lease assets and related operating lease income and expense will
decline to a point of diminished materiality sometime in 2006. However, until that
point is reached, and since operating lease income and expense represented a
significant percentage of total non-interest income and expense, respectively,
throughout these reporting periods, their downward trend influenced total revenue,
total non-interest income and total non-interest expense trends.
In contrast, automobile leases originated since April 2002 are accounted for as direct
financing leases, an interest earning asset included in total loans and leases with the
related income reflected as interest income and included in the calculation of the net
interest margin. Credit charge-offs and recoveries are reflected in the allowance for
loan and lease losses (ALLL), with related changes in the ALLL reflected in the provision
for credit losses. To better understand overall trends in automobile lease exposure, it
is helpful to compare trends in the combined total of direct financing leases plus
automobile operating leases.
4.
Effective tax rate.
In each quarter of 2005, the effective tax rate included
the positive impact on net income of a federal tax loss carry back, partially offset by
the effect of the repatriation of foreign earnings in the third quarter of 2005.
5.
Stock option expensing.
Beginning in the 2006 first quarter, we adopted
Statement No. 123R,
Share-based Payment,
which resulted in recognizing the impact of
stock-based compensation, primarily in the form of stock
option grants, as personnel
expense in our income statement.
(See Note 9 to the unaudited condensed consolidated
financial statements .)
6.
Other significant items influencing earnings performance comparisons.
In
addition to other items discussed separately in this section, a number of other items
impacted financial results. These included:
2006
First Quarter $2.4 million pre-tax ($0.01 earnings per share) negative impact,
reflecting a cumulative adjustment to defer annual fees related to home equity
loans. No impact on prospective earnings is expected.
2005
First Quarter $6.4 million pre-tax ($0.02 earnings per share) negative impact
from a single, commercial credit charge-off. This resulted in an increase in net
charge-offs and provision expense in that quarter.
First Quarter $2.0 million pre-tax ($0.01 earnings per share) negative impact
from SEC and regulatory related expenses.
Three Months Ended
March 31, 2006
December 31, 2005
March 31, 2005
(in millions )
After-tax
EPS
After-tax
EPS
After-tax
EPS
$
104.5
$
100.6
$
96.5
$
0.45
$
0.44
$
0.41
0.01
(0.03
)
0.02
2.3
%
(6.4
)%
5.1
%
$
0.04
N.A.
N.A.
9.8
%
N.A.
N.A.
Significant items - favorable (unfavorable) impact:
Earnings
(2)
EPS
Earnings
(2)
EPS
Earnings
(2)
EPS
$
4.6
$
0.01
$
$
$
$
(2.4
)
(0.01
)
7.0
0.03
6.4
0.03
(10.4
)
(0.03
)
(6.4
)
(0.02
)
(2.0
)
(0.01
)
N.A., not applicable.
(1)
See Significant Factors Influencing Financial Performance discussion.
(2)
Pre-tax unless otherwise noted.
(3)
After-tax.
Average Balances
Change
Fully taxable equivalent basis
2006
2005
1Q06 vs 1Q05
(in millions)
First
Fourth
Third
Second
First
Amount
Percent
$
48
$
51
$
54
$
54
$
53
$
(5
)
(9.4
)%
66
119
274
236
200
(134
)
(67.0
)
201
103
142
225
475
(274
)
(57.7
)
274
361
427
276
203
71
35.0
4,138
3,802
3,523
3,589
3,932
206
5.2
548
540
537
411
409
139
34.0
4,686
4,342
4,060
4,000
4,341
345
7.9
5,132
4,946
4,708
4,901
4,710
422
9.0
1,454
1,675
1,720
1,678
1,642
(188
)
(11.4
)
2,423
1,923
1,922
1,905
1,883
540
28.7
3,877
3,598
3,642
3,583
3,525
352
10.0
2,121
2,230
2,251
2,230
2,183
(62
)
(2.8
)
11,130
10,774
10,601
10,714
10,418
712
6.8
1,994
2,018
2,078
2,069
2,008
(14
)
(0.7
)
2,221
2,337
2,424
2,468
2,461
(240
)
(9.8
)
4,215
4,355
4,502
4,537
4,469
(254
)
(5.7
)
4,694
4,653
4,681
4,636
4,570
124
2.7
4,306
4,165
4,157
4,080
3,919
387
9.9
586
521
507
491
480
106
22.1
13,801
13,694
13,847
13,744
13,438
363
2.7
24,931
24,468
24,448
24,458
23,856
1,075
4.5
(283
)
(262
)
(256
)
(270
)
(282
)
(1
)
(0.4
)
24,648
24,206
24,192
24,188
23,574
1,074
4.6
30,206
29,444
29,405
29,249
29,128
1,078
3.7
200
245
309
409
529
(329
)
(62.2
)
789
742
867
865
909
(120
)
(13.2
)
362
218
217
218
218
144
66.1
2,215
2,227
2,197
2,149
2,079
136
6.5
$
33,489
$
32,614
$
32,739
$
32,620
$
32,581
$
908
2.8
%
$
3,436
$
3,444
$
3,406
$
3,352
$
3,314
$
122
3.7
%
7,562
7,496
7,539
7,677
7,925
(363
)
(4.6
)