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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996
Commission File Number: 0-13322
United Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
West Virginia 55-0641179
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (304) 424-8761
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to 12(g) of the Act:
Common Stock, $2.50 Par Value
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(Title of Class)
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 report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of United Bankshares, Inc. common stock,
representing all of its voting stock, that was held by non-affiliates on
February 28, 1997 was approximately $382,124,000.
As of February 28, 1997, United Bankshares, Inc. had 15,016,035 shares of
common stock outstanding with a par value of $2.50.
Documents Incorporated By Reference
1. Annual Report to Shareholders for the fiscal year ended December 31, 1996,
portions of which are incorporated by reference in Parts I, II and IV of this
Form 10-K.
2. Definitive Proxy Statement dated April 11, 1997 for the 1997 Annual
Shareholders' Meeting to be held on May 19, 1997, portions of which are
incorporated by reference in in Part III of this Form 10-K.
Page 1 of 109 pages. Index to Exhibits is on page 32 .
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UNITED BANKSHARES, INC.
FORM 10-K
(Continued)
As of the date of filing this Annual Report, neither the annual shareholders'
report for the year ended December 31, 1996, nor the proxy statement for the
annual United shareholders' meeting had been mailed to shareholders.
CROSS-REFERENCE INDEX
Part I Page
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Item 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . 4
Item 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . 15
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . 15
Part II
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Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
SHAREHOLDER MATTERS . . . . . . . . . . . . . . . . . . 16
Item 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . 20
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . 30
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES . . . . . . . . 30
2
UNITED BANKSHARES, INC.
FORM 10-K
(Continued)
CROSS-REFERENCE INDEX - CONTINUED
Part III Page
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . 31
Item 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . 31
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . 31
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . 31
Part VI
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Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . 32
3
UNITED BANKSHARES, INC.
FORM 10-K, PART I
Item 1. BUSINESS
Item 2. PROPERTIES
The following discussion satisfies the reporting requirements of
Items 1 and 2.
4
DESCRIPTION OF UNITED BANKSHARES, INC.
Organizational History and Subsidiaries
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United Bankshares, Inc. ("United") is a West Virginia corporation registered
as a bank holding company pursuant to the Bank Holding Company Act of 1956, as
amended. United was incorporated on March 26, 1982 and organized on September
9, 1982. United began conducting business on May 1, 1984 with the acquisition
of three wholly-owned subsidiaries. On October 1, 1985, these three
subsidiaries were merged and on November 1, 1985, were renamed United National
Bank ("UNB").
Since that time UNB has acquired through merger or consolidation the
following banks: Heritage Bancorp, Inc. (a holding company); First National
Bank of Ripley; Kanawha Banking and Trust Company; Ohio Valley National Bank;
Elk National Bank; Montgomery National Bank, the sole subsidiary of Liberty
Bancshares Inc., a bank holding company; First Bank of Ceredo, the bank
subsidiary of Financial Future Corporation, a bank holding company; CB&T
Westover Bank; the Star City Branch of Community Bank & Trust, N. A.; and First
Empire Federal Savings & Loan Association, the sole subsidiary of Eagle Bancorp,
Inc., a bank holding company.
On June 30, 1996 United formed United Mortgage Company, Inc., a wholly-owned
subsidiary of UNB, with its wholly-owned subsidiaries United Mortgage Center,
Inc. and United Home Lending Services, Inc. The business of United Mortgage
Company, Inc. and its subsidiaries is the origination of residential real estate
loans for resale, the conducting of mortgage loan servicing activities for
certain loans, and generally the activities commonly conducted by a mortgage
banking company.
On September 1, 1993, UBC Holding Company, ("UBC"), a United subsidiary, was
formed to effect the Financial Future Corporation transaction. UBC is a second
tier holding company with UNB currently being its only subsidiary.
On August 9, 1990, United acquired BankFirst Corporation ("BankFirst"), a
one bank holding company based in McLean, Virginia. BankFirst was merged with
UBF Holding Company, Inc. ("UBF"), a United subsidiary formed to effect this
acquisition. UBF acquired Bank First, N.A. ("Bank First"), the subsidiary of
BankFirst.
On October 11, 1995, United formed Commercial Interim Bank, Inc. ("Interim
Bank"), a state member bank located in Arlington, Virginia, to facilitate the
acquisition of First Commercial Bank of Arlington, Virginia ("FCB"). United
then merged Bank First into Interim Bank from its wholly owned subsidiary, UBF.
Concurrent with the merger of Bank First into Interim Bank, UBF was merged into
United. United acquired FCB on October 31, 1995 and merged it into Interim
Bank. United then effected a name change of Interim Bank to First Commercial
Bank. On March 18, 1996 First Commercial Bank's name was changed to United
Bank.
5
United National Bank-South ("UNB-S"), was formed on November 1, 1992, as a
part of United's acquisition of Summit Holding Corporation and its lead bank,
Raleigh County National Bank. On January 27, 1996, UNB-S was merged into and
became a part of UNB. Offices of UNB-S became branch offices of UNB.
In December 1996, United Brokerage Services, Inc., a wholly-owned subsidiary
of UNB began operations. United Brokerage Services, Inc. is a fully-disclosed
broker/dealer and is a registered Investment Advisor with the National
Association of Securities Dealers, Inc. and the Securities and Exchange
Commission and a member of the Securities Investor Protection Corporation.
United Brokerage Services, Inc. offers a wide range of investment products as
well as comprehensive financial planning and asset management services to the
general public.
In late 1988, United chartered and capitalized United Venture Fund, Inc., a
West Virginia corporation which has qualified as a Capital Company under the
West Virginia Capital Company Act. This subsidiary makes loans and limited
equity investments, consistent with the Bank Holding Company Act, that will
result in or contribute to new jobs and/or industry in West Virginia.
Offices
- -------
The headquarters of United are located in United Center at 500 Virginia
Street, East, Charleston, West Virginia.
The main office of UNB is located at 514 Market Street, Parkersburg, West
Virginia. United's corporate offices and UNB's executive offices are also
located in Parkersburg at Fifth and Avery Streets. Currently, all of UNB's
offices are located in West Virginia. UNB operates three branches in the
Parkersburg area, seven branches in the Charleston area, three branches in the
Morgantown area, two branches in Vienna, four branches in the Montgomery area,
two branches in Ripley, four branches in the Huntington area, four branches in
the Beckley area, five offices in the central region of West Virginia, one
office in the Danville area, three offices in the Logan area. UNB owns all of
these facilities except for two in the Parkersburg area, three in the Charleston
area, two in the Beckley area and one in Summersville, all of which are leased
under operating leases. UNB also owns and operates five branches throughout West
Virginia's northern panhandle. The main facility of UNB's Wheeling office is
leased from Ogden Newspapers, Inc. UNB also operates five branch facilities in
central West Virginia. UNB owns all five of these offices. Additionally, UNB
operates six loan production offices located in Beckley, Bridgeport, Charleston,
Martinsburg, Parkersburg, and Teays Valley, West Virginia.
United Bank conducts business from an office located at 3801 Wilson
Boulevard, Arlington, Virginia with a branch office at 1301 Beverly Road,
McLean, Virginia under a lease agreement.
6
Employees
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As of December 31, 1996 United and its subsidiaries had approximately 893
full-time equivalent employees and officers. None of these employees is
represented by a collective bargaining unit, and management considers employee
relations to be excellent.
Business of United
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As a bank holding company registered under the Bank Holding Company Act of
1956, as amended, United's present business is the operation of its bank
subsidiaries. As of December 31, 1996, United's consolidated assets
approximated $2,326,877,000 and total shareholders' equity approximated
$258,514,000.
United is permitted to acquire other banks and bank holding companies, as
well as thrift institutions. United is also permitted to engage in certain non-
banking activities which are closely related to banking under the provisions of
the Bank Holding Company Act and the Federal Reserve Board's Regulation Y.
Management continues to consider such opportunities as they arise, and in this
regard, management from time to time makes inquiries, proposals, offers or
expressions of interest as to potential opportunities; although no agreements or
understandings to acquire other banks or bank holding companies or nonbanking
subsidiaries or to engage in other nonbanking activities, other than those
identified herein, presently exist.
Business of Subsidiary Banks
- ----------------------------
All of United's subsidiary banks are full-service commercial banks and, as
such, engage in most types of business permitted by law and regulation.
Included among the banking services offered are the acceptance of deposits in
checking, savings, time and money market accounts; the making and servicing of
personal, commercial, floor plan and student loans; and the making of
construction and real estate loans. Also offered are individual retirement
accounts, safe deposit boxes, wire transfers and other standard banking products
and services. As a part of their lending function, UNB and United Bank offer
credit card services including accounts issued under the name of certain
correspondent banks.
UNB also maintains a trust department which acts as trustee under wills,
trust and pension and profit sharing plans, as executors and administrators of
estates, and as guardians for estates of minors and incompetents, and in
addition performs a variety of investment and security services. UNB trust
services are available to customers of affiliate banks. UNB provides services
to its correspondent banks such as check clearing, safekeeping and the buying
and selling of federal funds.
7
UNB is member of a regional network of automated teller machines known as
the MAC ATM network while United Bank participates in the MOST network. Through
MAC and MOST, all of United's subsidiary banks are participants in a network
known as Cirrus which provides banking on a nationwide basis.
Lending Activities
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United's total loan portfolio, net of unearned income, increased
$114,619,000, or 6.6%, to $1,847,605,000, in 1996 and is comprised of
commercial, real estate and consumer loans including credit card and home equity
loans. Commercial and real estate loans increased $29,962,000 or 13.7% and
$92,307,000 or 7.2%, respectively, while consumer loans, net of unearned income,
increased $2,350,000 or 1.1%.
Commercial Loans
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The commercial loan portfolio consists of loans to corporate borrowers in
small to mid-size industrial and commercial companies, as well as automobile
dealers, service, retail and wholesale merchants. Coal mining companies make up
an insignificant portion of loans in the portfolio. Collateral securing these
loans includes equipment, machinery, inventory, receivables, vehicles and
commercial real estate. Commercial loans are considered to contain a higher
level of risk than other loan types although care is taken to minimize these
risks. Numerous risk factors impact this portfolio including industry specific
risks such as economy, new technology, labor rates and cyclicality, as well as
customer specific factors, such as cash flow, financial structure, operating
controls and asset quality. United diversifies risk within this portfolio by
closely monitoring industry concentrations and portfolios to ensure that it does
not exceed established lending guidelines. Diversification is intended to limit
the risk of loss from any single unexpected economic event or trend.
Underwriting standards require a comprehensive review and independent evaluation
of virtually all larger balance commercial loans by the loan committee prior to
approval with ongoing updates of the loan portfolio.
Real Estate Loans
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Commercial real estate loans consist of commercial mortgages, which
generally are secured by nonresidential and multi-family residential properties.
Also included in this portfolio are loans that are secured by owner-occupied
real estate, but made for purposes other than the construction or purchase of
real estate. Commercial real estate loans carry many of the same customers and
industry risks as the commercial loan portfolio. Real estate mortgage loans to
consumers are secured primarily by a first lien deed of trust. These loans are
traditional one-to-four family residential mortgages. The loans generally do
not exceed an 80% loan to value ratio at the loan origination date and most are
at a variable rate of interest. These loans are considered to contain normal
risk.
8
Consumer Loans
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Consumer loans are secured by automobiles, boats, recreational vehicles, and
other personal property. Personal loans, home equity, student loans and
unsecured credit card receivables are also included as consumer loans. United
monitors the risk associated with these types of loans by monitoring such
factors as portfolio growth, lending policies and economic conditions.
Underwriting standards are continually evaluated and modified based upon these
factors.
Underwriting Standards
- ----------------------
United's loan underwriting guidelines and standards are updated periodically
and are presented for approval by each of the respective Boards of Directors of
its subsidiary banks. The purpose of the standards and guidelines is to grant
loans on a sound and collectible basis; to invest available funds in a safe,
profitable manner; to serve the legitimate credit needs of the communities of
United's primary market area; and ensure that all loan applicants receive fair
and equal treatment in the lending process. It is the intent of the underwriting
guidelines and standards to: minimize loan losses by carefully investigating the
credit history of each applicant, verify the source of repayment and the ability
of the applicant to repay, collateralize those loans in which collateral is
deemed to be required, exercise care in the documentation of the application,
review, approval, and origination process, and administer a comprehensive loan
collection program. The above guidelines are adhered to and subject to the
experience, background and personal judgment of the loan officer assigned to the
loan application. A loan officer may grant and justify a loan with slight
variances from the underwriting guidelines and standards. However, the loan
officer may not exceed their respective lending authority without obtaining the
prior, proper approval from a superior, a regional supervisor, or the Loan
Committee, whichever is deemed appropriate for the nature of the variance.
Loan Origination and Processing
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United generally originates loans within the primary market area of its
banking subsidiaries. United may from time to time make loans to borrowers
and/or on properties outside of its primary market area as an accommodation to
its customers. Processing of all loans is centralized in the Charleston, West
Virginia office. United with the formation of United Home Lending Service, Inc.
has entered the mortgage banking business. As of December 31, 1996, the balance
of mortgage loans being serviced by United for others was $137,057,000.
Secondary Markets
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Historically, United had not been in the business of selling or purchasing
loans and had not originated loans with the intent to sell them in the secondary
market. During 1996, with the acquisition of
9
Eagle Bancorp, Inc. and the formation of United Mortgage Company, Inc., During
1996, United originated $26,157,000 of real estate loans for sale in the
secondary market, designated $38,611,000 of existing real estate loans as held
for sale, and sold $63,631,000 of loans designated as held for sale in the
secondary market.
The principal sources of revenue from United's mortgage banking business are:
(i) loan origination fees; (ii) gains or losses from the sale of loans, if any;
(iii) interest earned on mortgage loans during the period that they are held by
United pending sale; (iv) loan servicing fees; and (v) gain or loss on the close
out of the hedge instrument used to offset the risk that changes in interest
rate may have on the value of United's mortgage loan inventory.
Investment Activities
- ---------------------
United's investment policy stresses the management of the investment
securities portfolio, which includes both securities held to maturity and
securities available for sale, to maximize return over the long-term in a manner
that is consistent with good banking practices and relative safety of principal.
United currently does not engage in trading account activity. The
Asset/Liability Committee of United is responsible for the coordination and
evaluation of the investment portfolio.
Sources of funds for investment activities include "core deposits". Core
deposits include certain demand deposits, statement and special savings and NOW
accounts. These deposits are relatively stable and they are the lowest cost
source of funds available to United. Short-term borrowings have also been a
significant source of funds. These include federal funds purchased and
securities sold under agreements to repurchase and FHLB borrowings. Repurchase
agreements represent funds which are generally obtained as the result of a
competitive bidding process.
United's investment portfolio remains comprised largely of U.S. Treasury
securities and obligations of U.S. Agencies and Corporations. Obligations of
States and Political Subdivisions are comprised of municipal securities with an
average quality of not less than an "A" rating.
During 1996, United realized net losses of $98,000 from sales in the
securities available for sale portfolio. The sales of these securities occurred
as United adjusted the securities available for sale portfolio, including those
acquired in the Eagle Bancorp, Inc. merger, in order to increase interest income
without extending the duration of the portfolio. The proceeds from these sales
were reinvested in similar securities yielding a higher rate of return. There
were no securities sales in 1995.
Additionally, United has used an off-balance-sheet instrument known as an
interest rate swap, to further aid in interest rate risk
10
management. The use of the interest rate swap is a cost effective means of
synthetically altering the repricing structure of certain balance sheet items.
The interest rate swap transaction involves the exchange of a floating interest
rate payment based on the one month London inter-bank offered rate (LIBOR) for a
fixed rate receipt based on the U. S. three year Treasury note. The net pay and
receive amount is calculated on an underlying notional amount without the
exchange of the underlying principal amount. The interest rate swap subjects
United to market risk associated with changes in interest rates, as well as the
risk that the counterparty will fail to perform. Performance risk is considered
nominal by virtue of the caliber of the parties involved. Only the interest
payments are exchanged, and therefor, cash requirements and exposure to credit
risk are significantly less than the notional amount.
The interest rate swap was entered into early in 1994 in response to
tactical asset/liability management considerations; specifically, in response to
declining market interest rates during 1993 and United's net interest margin
being compressed due to the asset sensitivity position of the balance sheet.
The interest rate swap was to adjust the asset sensitivity to within United's
policy of +10% or -10% of earning assets. The interest rate swap was entered
into specifically to hedge prime rate indexed loans and swap a variable rate for
a fixed rate.
At December 31, 1996, the total notional amount of the interest rate swap in
effect was only $50 million. The swap matured in February 1997. During 1996,
the interest rate swap reduced net interest income by $526,000. This impact was
offset by higher net interest revenue generated by the on-balance sheet
instruments hedged by the interest rate swap and produced a higher rate of
return and net interest margin. United did not have interest rate swaps prior to
1994. For further details, see Interest Rate Sensitivity and the related
Interest Rate Sensitivity Gap in Management's Discussion and Analysis of
Financial Condition and Results of Operations and Note J to the Consolidated
Financial Statements.
Additionally, United enters into hedging transactions to offset the risk
that a change in interest rates will result in a decrease in the value of
United's current mortgage loan inventory or its commitments to originate
mortgage loans (the "pipeline"). The pipeline is analyzed on a loan-by-loan
basis to estimate the exposure to loss based on the market price, commitment
price and time to expiration. The risk of loss is then matched with the
appropriate hedge vehicle. United primarily utilizes forward contracts for the
delivery of mortgage-backed securities as hedge vehicles. United's policies
generally require that it hedge substantially all of its inventory of conforming
and government loans and the maximum portion of its pipeline that may close.
The mortgage-backed securities that are to be delivered under these contracts
are fixed or adjustable-rate, corresponding with the composition of United's
inventory and pipeline. The correlation between the price performance of the
hedge vehicles and the inventory being hedged is very high due to the similarity
of the asset and the related hedge vehicle. At December 31, 1996, United had
open commitments
11
amounting to approximately $6,000,000 to sell mortgage-backed securities with
varying settlement dates generally not extending beyond March 1997. As such,
United is not exposed to significant risk nor will it derive any significant
benefit from changes in interest rates on the price of the mortgage loan
inventory, net of gains or losses of associated hedge positions.
Operating Subsidiaries
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During 1996, UNB chartered two operating subsidiaries, United Brokerage
Services, Inc. and United Mortgage Company, Inc.
United Brokerage Services, Inc. is a fully-disclosed broker/dealer and a
registered Investment Advisor with the National Association of Securities
Dealers, Inc. and the Securities and Exchange Commission and a member of the
Securities Investor Protection Corporation. United Brokerage Services, Inc.
offers a wide range of investment products as well as comprehensive financial
planning and asset management services to the general public.
United Mortgage Company, Inc. was formed in connection with the merger of
Eagle Bancorp, Inc. ("Eagle") with and into United and the related merger of
First Empire Federal Savings and Loan Association ("First Empire") with and into
UNB. In accordance with the merger agreement, UNB requested and received
regulatory approval to form and operate United Mortgage Company, Inc. The
business of United Mortgage Company, Inc. will be the origination and
acquisition of residential real estate loans for resale, the conducting of
mortgage loan servicing activities for certain loans, and generally the
activities commonly conducted by a mortgage banking company.
Competition
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United faces a high degree of competition in nearly all of the markets it
serves. These markets may generally be defined as Wood, Kanawha, Monongalia,
Jackson, Cabell, Hancock, Ohio, Marshall, Gilmer, Lewis, Webster, Boone, Logan,
Nicholas, Fayette and Raleigh Counties in West Virginia; Lawrence, Belmont,
Jefferson and Washington Counties in Ohio; and Arlington and Fairfax Counties in
Virginia, located adjacent to the Washington D.C. area, which is in close
proximity to West Virginia's eastern panhandle. United competes in Ohio markets
because of the close proximity to the Ohio border of certain subsidiary offices.
Included in United's markets are the Parkersburg Metropolitan Statistical Area
(MSA), the Charleston MSA, the Huntington MSA, the Wheeling MSA and the Weirton
MSA. These represent the five largest West Virginia MSA's. United considers
the above counties and MSA's to be the primary market area for the business of
its banking subsidiaries.
West Virginia banks are permitted unlimited branch banking throughout the
state. In addition, interstate acquisitions of and by West Virginia banks and
bank holding companies are permissible on a reciprocal basis. West Virginia
also allows reciprocal interstate acquisitions by thrift institutions. These
conditions serve to intensify competition within United's market.
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As of December 31, 1996, there were 14 multi-bank holding companies and 37
one-bank holding companies in the State of West Virginia registered with the
Federal Reserve System. United presently ranks fourth among these bank holding
companies and second among holding companies headquartered in West Virginia
based on both asset and deposit size. These holding companies are headquartered
in various West Virginia cities and control banks throughout the state, which
compete for business as well as for the acquisition of additional banks.
Economic Characteristics of Primary Market Area
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Although the market area of the banking subsidiaries encompass a portion of
the coal fields located in southern West Virginia, an area of the state which
has been economically depressed, the coal related loans in the loan portfolio of
the banking subsidiaries constitute less than 2% of United's total loans
outstanding. The state of West Virginia has a more diversified economy than it
had during the peak periods of coal production with the chemical manufacturing
industry accounting for 19% of the entire manufacturing workforce and 33% of the
manufacturing wages, according to West Virginia state records. This diversified
economy has contributed to the positive trends in the personal income and
unemployment rates in recent years as personal income has increased from $14,315
in 1991 to $18,672 in mid-1996 and the state's overall unemployment rate has
declined from 10.5% in 1991 to 6.5% in July 1996 -the lowest unemployment rate
in nearly 20 years, according to available information from the West Virginia
Bureau of Employment Programs.
Eleven of the 16 counties within United's primary West Virginia market area
rank among the state's top twenty counties in terms of personal income and low
unemployment rates. United generally serves the stronger economic areas of the
state while maintaining a satisfactory CRA rating.
Regulation and Supervision
- --------------------------
United, as a bank holding company, is subject to the restrictions of the
Bank Holding Company Act of 1956, as amended, and is registered pursuant to its
provisions. As such, United is subject to the reporting requirements of and
examination by the Board of Governors of the Federal Reserve System ("Board of
Governors").
The Bank Holding Company Act prohibits the acquisition by a bank holding
company of direct or indirect ownership of more than five percent of the voting
shares of any bank within the United States without prior approval of the Board
of Governors. With certain exceptions, a bank holding company also is
prohibited from acquiring direct or indirect ownership or control of more than
five percent of the voting shares of any company which is not a bank, and from
engaging directly or indirectly in business unrelated to the business of
banking, or managing or controlling banks.
13
The Board of Governors of the Federal Reserve System, in its Regulation Y,
permits bank holding companies to engage in non-banking activities closely
related to banking or managing or controlling banks. Approval of the Board of
Governors is necessary to engage in these activities or to make acquisitions of
corporations engaging in these activities. In addition, on a case by case
basis, the Board of Governors may approve other non-banking activities.
As a bank holding company doing business in West Virginia, United is also
subject to regulation and examination by the West Virginia Board of Banking and
Financial Institutions (the "West Virginia Banking Board") and must submit
annual reports to the department. Further, any acquisition application which
United must submit to the Board of Governors must also be submitted to the West
Virginia Banking Board for approval.
United is also registered under and is subject to the requirements of the
Securities Exchange Act of 1934, as amended.
UNB, as national banking associations, is subject to supervision,
examination and regulation by the Office of the Comptroller of the Currency.
UNB is also a member of the Federal Reserve System, and as such, is subject to
applicable provisions of the Federal Reserve Act and regulations issued
thereunder.
United Bank, as a Virginia state member bank, is subject to supervision,
examination and regulation by the Federal Reserve System, and as such, is
subject to applicable provisions of the Federal Reserve Act and regulations
issued thereunder. United Bank is subject to regulation by the Virginia
Corporation Commission's Bureau of Financial Institutions.
The deposits of United's wholly-owned banking subsidiaries are insured by
the Federal Deposit Insurance Corporation ("FDIC") to the extent provided by
law. Accordingly, these banks are also subject to regulation by the FDIC.
14
UNITED BANKSHARES, INC.
FORM 10-K, PART I
Item 3. Legal Proceedings
Litigation
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Information relating to litigation on page 33 of the Annual Report to
Shareholders for the year ended December 31, 1996, is incorporated herein by
reference.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
15
UNITED BANKSHARES, INC.
FORM 10-K, PART II
Item 5. Market for Registrant's Common Stock and Related
Shareholder Matters
16
Stock
- -----
As of December 31, 1996, 20,000,000 shares of common stock, par value $2.50
per share, were authorized for United, of which 15,295,130 were issued,
including 205,495 shares held as treasury shares. The outstanding shares are
held by approximately 5,217 shareholders of record as of December 31, 1996. The
unissued portion of United's authorized common stock (subject to registration
approval by the SEC) and the treasury shares are available for issuance as the
Board of Directors determines advisable. United offers its shareholders the
opportunity to invest dividends in shares of United stock through its dividend
reinvestment plan. United has also established stock option plans and a stock
bonus plan as incentive for certain eligible officers. While there are no
present plans, understandings, arrangements or agreements, except for the above
incentive plans, additional shares could be issued for the purpose of raising
capital, in connection with acquisitions of other businesses, or for other
appropriate purposes.
The Board of Directors believes that the availability of authorized but
unissued common stock of United is of considerable value if opportunities should
arise for the acquisition of another business through the issuance of United's
stock. Shareholders do not have preemptive rights, which allows United to issue
additional authorized shares without first offering them to current
shareholders.
United has only one class of stock and all voting rights are vested in the
holders of United's stock. On all matters subject to a vote of shareholders,
the shareholders of United will be entitled to one vote for each share of common
stock owned. Shareholders of United have cumulative voting rights with regard
to election of directors. At the present time, no senior securities of United
are outstanding, nor does the Board of Directors presently contemplate issuing
senior securities.
There are no preemptive or conversion rights or, redemption or sinking fund
provisions with respect to United's Stock. All of the issued and outstanding
shares of United's stock are fully paid and non-assessable.
Dividends
- ---------
The shareholders of United are entitled to receive dividends when and as
declared by its Board of Directors. Dividends are paid quarterly. Dividends were
$1.24 per share in 1996, $1.17 per share in 1995 and $1.06 per share in 1994.
Dividends are paid from funds legally available; therefore, the payment of
dividends is subject to the restrictions set forth in the West Virginia
Corporation Act. See "Market and Stock Prices of United" for quarterly dividend
information.
17
Payment of Dividends by United is dependent upon payment of dividends to it by
its subsidiary banks. The ability of national banks to pay dividends is subject
to certain limitations imposed by the national banking laws. Generally, the
most restrictive provision requires approval by the Office of the Comptroller of
the Currency ("OCC") if dividends declared in any year exceed the year's net
income, as defined, plus the retained net profits of the two preceding years.
Payment of dividends by United's state member bank is regulated by the Federal
Reserve System and generally, the prior approval of the Federal Reserve Board
("FRB") is required if the total dividends declared by a state member bank in
any calendar year exceeds its net profits, as defined, for that year combined
with its retained net profits for the preceding two years. Additionally, prior
approval of both the OCC and the FRB is required when a national bank or state
member bank has deficit retained earnings but has sufficient current year's net
income, as defined, plus the retained net profits of the two preceding years.
The OCC and FRB may prohibit dividends if it deems the payment to be an unsafe
or unsound banking practice. The OCC has issued guidelines for dividend
payments by national banks, emphasizing that proper dividend size depends on the
bank's earnings and capital while the FRB has issued similar guidelines
pertaining to state member banks. See Note M - Notes to Consolidated Financial
Statements, which is incorporated herein by reference.
Market and Stock Prices of United
- ---------------------------------
United Bankshares, Inc. stock is traded over the counter on the National
Association of Securities Dealers Automated Quotations System ("NASDAQ") under
the trading symbol UBSI.
The following table presents the dividends and high and low prices of
United's common stock during the periods set forth below:
United Historical
Basis
-------------------
1997 Dividends High Low
---- --------- ------ ------
First Quarter through
February 28, 1997 (1) $34.50 $32.25
1996
----
Fourth Quarter $0.32 $33.00 $29.25
Third Quarter $0.31 $30.25 $26.25
Second Quarter $0.31 $29.75 $26.75
First Quarter $0.30 $30.00 $28.50
1995
----
Fourth Quarter $0.30 $31.00 $29.00
Third Quarter $0.29 $30.50 $26.25
Second Quarter $0.29 $27.75 $25.25
First Quarter $0.29 $26.00 $23.25
(1) On February 27, 1997, United declared a dividend of $0.33 per share, payable
April 1, 1997, to shareholders of record as of March 14, 1997.
18
The high and low prices listed above are based upon information available to
United's management from NASDAQ listings. No attempt has been made by United's
management to ascertain the prices for every sale of its stock during the
periods indicated. However, based on the information available, United's
management believes that the prices fairly represent the amounts at which
United's stock was traded during the periods indicated.
19
UNITED BANKSHARES, INC.
FORM 10-K, PART II
Item 6. Selected Financial Data
Information relating to selected financial data on page 41 of the Annual
Report to Shareholders for the year ended December 31, 1996, is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 42 through 54 inclusive, of the Annual Report to
Shareholders for the year ended December 31, 1996, is incorporated herein by
reference.
20
UNITED BANKSHARES, INC. AND SUBSIDIARIES
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST RATES AND INTEREST DIFFERENTIAL:
The following table shows the daily average balance of major categories of
assets and liabilities for each of the three years ended December 31, 1996,
1995 and 1994 with the interest and rate earned or paid on such amount.
Year Ended Year Ended Year Ended
December 31 December 31 December 31
1996 1995 1994
---------------------------------- ---------------------------------- ------------------------------
(Dollars in Average Avg. Average Avg. Average Avg.
Thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate
----------- ---------- --------- ----------- ----------- -------- ---------- --------- --------
ASSETS
Earning assets:
Federal funds sold and
securities purchased
under agreements to
resell and other short-
term investments $ 2,996 $ 157 5.24% $ 18,365 $ 1,107 6.03% $ 15,325 $ 703 4.59%
Investment Securities:
Taxable 292,339 18,455 6.31% 297,963 18,516 6.21% 354,930 19,397 5.47%
Tax exempt (1) 38,282 3,603 9.41% 46,924 4,560 9.72% 52,709 5,429 10.30%
---------- ---------- -------- ---------- ---------- ------- ---------- --------- -------
Total Securities 330,621 22,058 6.67% 344,887 23,076 6.69% 407,639 24,826 6.09%
Loans, net of unearned
income (1) (2) 1,786,376 152,615 8.54% 1,673,568 144,594 8.64% 1,556,844 125,184 8.04%
Allowance for possible loan
losses (22,660) (22,685) (21,723)
---------- ---------- ----------
Net Loans 1,763,716 8.65% 1,650,883 8.76% 1,535,121 8.15%
---------- ---------- -------- ----------- ---------- ------- ---------- --------- -------
Total earning assets 2,097,333 174,830 8.34% 2,014,135 168,777 8.38% 1,958,085 150,713 7.70%
---------- ---------- ---------
Other assets 166,095 148,625 149,391
-------- ---------- ----------
TOTAL ASSETS $2,263,428 $2,162,760 $2,107,476
========== ========== ==========
LIABILITIES
Interest-Bearing Funds:
Interest-bearing deposits $1,536,641 $ 63,917 4.16% $1,510,880 $ 62,231 4.12% $1,465,203 $ 49,136 3.35%
Federal funds purchased,
repurchase agreements
and other short-term
borrowings 87,015 3,770 4.33% 83,016 3,809 4.59% 78,699 2,571 3.27%
FHLB advances 99,184 5,498 5.54% 69,580 4,127 5.93% 78,701 3,965 5.04%
---------- ---------- -------- ---------- ---------- ------- ---------- --------- -------
Total Interest-Bearing
Funds 1,722,840 73,185 4.25% 1,663,476 70,167 4.22% 1,622,603 55,672 3.43%
---------- ---------- ---------
Demand deposits 251,641 234,455 240,062
Accrued expenses and
other liabilities 34,292 28,115 22,524
---------- ---------- ----------
TOTAL LIABILITIES 2,008,773 1,926,046 1,885,189
Shareholders' Equity 254,655 236,714 222,287
---------- ---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,263,428 $2,162,760 $2,107,476
========== ========== ==========
NET INTEREST INCOME $ 101,645 $ 98,610 $ 95,041
========== ========== =========
INTEREST SPREAD 4.09% 4.16% 4.27%
NET INTEREST MARGIN 4.85% 4.90% 4.85%
(1) The interest income and the yields on nontaxable loans and investment
securities are presented on a tax-equivalent basis using the statutory
federal income tax rate of 35%.
(2) Nonaccruing loans are included in the daily average loan amounts
outstanding.
21
UNITED BANKSHARES, INC. AND SUBSIDIARIES
RATE/VOLUME ANALYSIS
The following table sets forth a summary of the changes in interest earned and
interest paid detailing the amounts attributable to (i) changes in volume
(change in the average volume times the prior year's average rate), (ii) changes
in rate (change in the average rate times the prior year's average volume), and
(iii) changes in rate/volume (change in the average volume times the change in
average rate).
1996 Compared to 1995 1995 Compared to 1994
------------------------------------- --------------------------------------
Increase (Decrease) Due to Increase (Decrease) Due to
------------------------------------- --------------------------------------
Rate/ Rate/
Volume Rate Volume Total Volume Rate Volume Total
------- -------- ------ ------- ------- -------- ----- -------
(In thousands) (In thousands)
Interest income:
Federal funds sold, securities purchased
under agreements to resell and other
short-term investments ($926) ($ 145) $ 121 ($ 950) $ 139 $ 221 $ 44 $ 404
Investment securities:
Taxable (349) 294 (6) (61) (3,113) 2,659 (427) (861)
Tax exempt (1) (840) (144) 27 (957) (596) (307) 34 (869)
Loans (1),(2) 9,881 (1,741) (119) 8,021 9,440 9,271 699 19,410
------- -------- ----- ------- ------- -------- ----- -------
TOTAL INTEREST INCOME 7,766 (1,736) 23 6,053 5,870 11,844 350 18,064
------- -------- ----- ------- ------- -------- ----- -------
Interest expense:
Interest-bearing deposits $ 1,061 $ 641 $ 11 $ 1,686 1,532 11,214 350 13,096
Federal funds purchased, repurchase
agreements, and other short-term
borrowings 183 (212) (10) (39) 141 1,040 56 1,237
FHLB advances 1,756 (270) (115) 1,371 (460) 703 (81) 162
------- -------- ----- ------- ------- -------- ----- -------
TOTAL INTEREST EXPENSE 3,000 132 (114) 3,018 1,213 12,957 325 14,495
------- -------- ----- ------- ------- -------- ----- -------
NET INTEREST INCOME $ 4,766 ($1,868) $ 137 $ 3,035 $ 4,657 ($1,113) $ 25 $ 3,569
======= ======== ===== ======= ======= ======== ===== =======
(1) Yields and interest income on tax exempt loans and investment securities
are computed on a fully tax-equivalent basis using the statutory federal
income tax rate of 35%.
(2) Nonaccruing loans are included in the daily average loan amounts
outstanding.
22
UNITED BANKSHARES, INC. AND SUBSIDIARIES
LOAN PORTFOLIO
TYPES OF LOANS
The following is a summary of loans outstanding at December 31:
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
(In thousands)
Commercial, financial
and agricultural $ 248,762 $ 218,800 $ 208,491 $ 218,559 $ 218,370
Real estate mortgage 1,329,661 1,267,889 1,194,805 1,003,546 887,444
Real estate construction 42,343 21,808 17,523 14,651 16,632
Consumer 232,004 229,457 237,928 233,698 250,527
Less: Unearned interest (5,165) (4,968) (6,472) (7,880) (9,390)
---------- ---------- ---------- ---------- ----------
Total loans 1,847,605 1,732,986 1,652,275 1,462,574 1,363,583
Allowance for possible
loan losses (22,283) (22,545) (22,304) (20,975) (17,485)
---------- ---------- ---------- ---------- ----------
TOTAL LOANS, NET $1,825,322 $1,710,441 $1,629,971 $1,441,599 $1,346,098
========== ========== ========== ========== ==========
At December 31, 1996, real estate mortgage loans include $954,482,000 in single
family residential real estate loans and $355,431,000 in commercial real estate
loans.
The following is a summary of loans outstanding as a percent of total loans at
December 31:
1996 1995 1994 1993 1992
------- ------- ------- ------- -------
Commercial, financial
and agricultural 13.46% 12.59% 12.57% 14.86% 15.90%
Real estate mortgage 71.97% 72.96% 72.03% 68.25% 64.64%
Real estate construction 2.29% 1.25% 1.06% 1.00% 1.21%
Consumer 12.28% 13.20% 14.34% 15.89% 18.25%
------ ------ ------ ------ ------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
====== ====== ====== ====== ======
REMAINING LOAN MATURITIES
The following table shows the maturity of commercial, financial, and
agricultural loans and real estate construction outstanding as of December 31,
1996:
Less Than One To Greater Than
One Year Five Years Five Years Total
--------- ---------- ------------ --------
Commercial, financial
and agricultural $ 64,403 $92,050 $92,309 $248,762
Real estate construction 42,343 42,343
-------- ------- ------- --------
Total $106,746 $92,050 $92,309 $291,105
======== ======= ======= ========
23
UNITED BANKSHARES, INC. AND SUBSIDIARIES
At December 31, 1996, commercial, financial and agricultural loans maturing
within one to five years and in more than five years are interest sensitive as
follows:
One to Over
Five Years Five Years
---------- ----------
(In thousands)
Outstanding with fixed interest rates $53,066 $21,324
Outstanding with adjustable rates 38,984 70,985
------- -------
$92,050 $92,309
======= =======
There were no real estate construction loans with maturities greater than one
year.
RISK ELEMENTS
Nonperforming Loans
Nonperforming loans include loans on which no interest is currently being
accrued, loans which are past due 90 days or more as to principal or interest
payments, and loans for which the terms have been modified due to a
deterioration in the financial position of the borrower. Management is not aware
of any other significant loans, groups of loans, or segments of the loan
portfolio not included below where there are serious doubts as to the ability
of the borrowers to comply with the present loan repayment terms. The following
table summarizes nonperforming loans for the indicated periods.
December 31
-------------------------------------------
1996 1995 1994 1993 1992
------- ------- ------ ------- -------
(In thousands)
Nonaccrual loans $ 4,361 $ 6,298 $4,719 $ 9,687 $13,382
Troubled debt restructurings 2,453 1,355
Loans which are contractually past due 90
days or more as to interest or principal,
and are still accruing interest 5,831 4,692 2,851 3,080 2,516
------- ------- ------ ------- -------
TOTAL $10,192 $10,990 $7,570 $15,220 $17,253
======= ======= ====== ======= =======
Loans are designated as nonaccrual when, in the opinion of management, the
collection of principal or interest is doubtful. This generally occurs when a
loan becomes 90 days past due as to principal or interest unless the loan is
both well secured and in the process of collection. When interest accruals are
discontinued, unpaid interest credited to income in the current year is
reversed, and unpaid interest accrued in prior years is charged to the allowance
for loan losses. See Note D to the consolidated financial statements for
additional information regarding nonperforming loans and credit risk
concentration.
24
UNITED BANKSHARES, INC. AND SUBSIDIARIES
INVESTMENT PORTFOLIO
The following is a summary of the amortized cost of investment securities held
to maturity at December 31,:
1996 1995 1994
-------- -------- --------
(In thousands)
U.S. Treasury and other U.S. Government
agencies and corporations $ 77,704 $ 15,897 $ 87,848
States and political subdivisions 36,136 43,324 53,297
Mortgage-backed securities 54,977 56,416 99,144
Other 1,885 6,252 11,112
-------- -------- --------
TOTAL INVESTMENT SECURITIES $170,702 $121,889 $251,401
======== ======== ========
The following is a summary of the amortized cost of available for sale
securities at December 31,:
1996 1995 1994
-------- -------- --------
(In thousands)
U.S. Treasury securities and obligations of
U.S. Government agencies and corporations $115,018 $150,460 $103,292
Mortgage-backed securities 24,982 30,036 2,663
Marketable equity securities 3,655 2,662 1,529
Other 16,506 13,808 13,898
-------- -------- --------
TOTAL AVAILABLE-FOR-SALE SECURITIES $160,161 $194,696 $121,382
======== ======== ========
The fair value of mortgage-backed securities is affected by changes in interest
rates and prepayment risk. When interest rates decline, prepayment speeds
generally accelerate due to homeowners refinancing their mortgages at lower
interest rates. This may result in the proceeds being reinvested at lower
interest rates. Rising interest rates may decrease the assumed prepayment
speed. Slower prepayment speeds may extend the maturity of the security beyond
its assumed prepayment speed. Therefore, investors may not be able to invest at
current higher market rates due to the extended expected maturity of the
security. United had a net unrealized loss of $977,000 on all mortgage-backed
securities at December 31, 1996, as compared to a net unrealized loss of
$158,000 at December 31, 1995. This decrease in value from 1995 to 1996 is
consistent with the increase in interest rates during 1996.
The following table sets forth the maturities of all securities at December 31,
1996, and the weighted average yields of such securities (calculated on the
basis of the cost and the effective yields weighted for the scheduled maturity
of each security).
After 1 But After 5 But
Within 1 Year Within 5 Years Within 10 Years After 10 Years
--------------- ---------------- ---------------- ---------------
Amount Yield Amount Yield Amount Yield Amount Yield
------- ------ -------- ------ -------- ------ ------- ------
(In thousands)
U.S. Treasury and other
U.S. Government agencies
and corporations $29,006 5.64% $135,940 6.27% $68,670 7.53% $38,592 6.66%
States and political
subdivisions (1) 5,142 9.53% 12,277 9.10% 8,820 9.09% 9,897 9.13%
Other 6,830 3.88% 2,726 7.74% 126 6.47% 14,305 6.27%
(1) Tax-equivalent adjustments (using a 35% federal rate) have been made in
calculating yields on obligations of states and political subdivisions.
NOTE: There are no securities with a single issuer whose book value in the
aggregate exceeds 10% of total shareholders' equity.
25
UNITED BANKSHARES, INC. AND SUBSIDIARIES
SHORT-TERM BORROWINGS
The following table shows the distribution of United's short-term borrowings and
the weighted average interest rates thereon at the end of each of the last three
years. Also provided are the maximum amount of borrowings and the average
amounts of borrowings as well as weighted average interest rates for the last
three years.
Federal Securities Sold
Funds Under Agreements
Purchased to Repurchase
---------- -----------------
(In thousands)
At December 31:
1996 $ 4,491 $ 71,091
1995 26,378 55,789
1994 4,582 67,227
Weighted average interest rate
at year end:
1996 6.8% 4.2%
1995 5.9% 4.4%
1994 5.7% 4.1%
Maximum amount outstanding at
any month's end:
1996 $33,510 $ 79,664
1995 33,941 81,720
1994 25,089 103,486
Average amount outstanding during
the year:
1996 $20,685 $ 66,463
1995 12,264 70,752
1994 10,178 68,521
Weighted average interest rate
during the year:
1996 5.6% 4.0%
1995 6.0% 4.3%
1994 4.3% 3.1%
At December 31, 1996, repurchase agreements include $65,561,000 in overnight
accounts. The remaining balance principally consists of agreements having
maturities ranging from 2-90 days. The rates offered on these funds vary
according to movements in the federal funds and short-term investment market
rates.
26
UNITED BANKSHARES, INC. AND SUBSIDIARIES
DEPOSITS
The average daily amount of deposits and rates paid on such deposits is
summarized for the years ended December 31:
1996 1995 1994
----------------- ---------------- --------------
Amount Rate Amount Rate Amount Rate
--------- ---- -------- ---- --------- ----
(In thousands)
Noninterest bearing
demand deposits $ 251,641 $ 234,455 $ 240,062
Interest bearing
demand deposits 127,867 2.50% 268,108 2.33% 285,354 2.43%
Savings deposits 581,117 2.69% 464,107 3.16% 537,783 2.99%
Time deposits 827,657 5.45% 778,665 5.31% 642,066 4.06%
---------- ---------- ----------
TOTAL $1,788,282 4.16% $1,745,335 4.12% $1,705,265 3.35%
========== ========== ==========
Maturities of time certificates of deposit of $100,000 or more outstanding at
December 31, 1996 are summarized as follows:
(In thousands)
3 months or less $ 41,124
Over 3 through 6 months 30,412
Over 6 through 12 months 32,333
Over 12 months 34,567
--------
TOTAL $138,436
========
RETURN ON EQUITY AND ASSETS
The following table shows selected consolidated operating and capital ratios for
each of the last three years ended December 31:
1996 1995 1994
------ ------ ------
Return on average assets 1.35% 1.52% 1.44%
Return on average equity 11.98% 13.86% 13.67%
Dividend payout ratio (1) 58.49% 49.21% 50.61%
Average equity to average
assets ratio 11.25% 10.94% 10.55%
(1) Based on historical results of United before the effects of restatements for
pooling of interests business combinations.
27
UNITED BANKSHARES, INC. AND SUBSIDIARIES
SUMMARY OF LOAN LOSS EXPERIENCE
The following table summarizes United's loan loss experience for each of the
five years ended December 31:
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
(In thousands)
Balance of allowance for possible loan
losses at beginning of year $ 22,545 $ 22,304 $ 20,975 $ 17,485 $ 15,114
Allowance of purchased company at date
of acquisition 1,017 504 2,784
Loans charged off:
Commercial, financial and agricultural 2,207 1,952 708 1,088 3,108
Real estate 230 722 82 711 1,537
Real estate construction
Consumer and other 1,087 950 980 1,015 1,304
---------- ---------- ---------- ---------- ----------
TOTAL CHARGE-OFFS 3,524 3,624 1,770 2,814 5,949
Recoveries:
Commercial, financial and agricultural 219 189 577 438 168
Real estate 135 65 13 231 154
Real estate construction
Consumer and other 298 274 307 301 406
---------- ---------- ---------- ---------- ----------
TOTAL RECOVERIES 652 528 897 970 728
NET LOANS CHARGED OFF 2,872 3,096 873 1,844 5,221
Addition to allowance (1) 2,610 2,320 2,202 4,830 4,808
---------- ---------- ---------- ---------- ----------
BALANCE OF ALLOWANCE FOR POSSIBLE
LOAN LOSSES AT END OF YEAR $ 22,283 $ 22,545 $ 22,304 $ 20,975 $ 17,485
========== ========== ========== ========== ==========
Totals loans outstanding at the end of period $1,847,605 $1,732,986 $1,652,275 $1,462,574 $1,363,583
Average loans outstanding during
period (net of unearned income) $1,786,376 $1,673,568 $1,556,844 $1,402,609 $1,219,039
Net charge-offs as a percentage of
average loans outstanding 0.16% 0.18% 0.06% 0.13% 0.43%
Allowance for possible loan losses as
a percentage of nonperforming loans 218.6% 205.1% 294.6% 137.8% 101.3%
(1) The amount charged to operations and the related balance in the allowance
for possible loan losses is based upon periodic evaluations of the loan
portfolio by management. These evaluations consider several factors
including, but not limited to, general economic conditions, loan portfolio
composition, prior loan loss experience and management's estimation of
future potential losses.
Quarterly reviews of individual loans as well as the loan portfolio as a
whole are made by management and the credit department. Management performs
extensive procedures in granting and monitoring loans on a continual basis.
Further, management believes that the allowance for loan losses is adequate
to absorb anticipated losses.
28
UNITED BANKSHARES, INC. AND SUBSIDIARIES
SUMMARY OF LOAN LOSS EXPERIENCE--Continued
Allocation of allowance for
possible loan losses at
December 31,: 1996 1995 1994 1993 1992
------ ------ ------ ------- -------
Commercial, financial and
agricultural $7,175 $6,891 $7,526 $ 8,109 $ 6,406
Real estate 667 771 613 476 1,375
Real estate construction
Consumer and other 1,072 1,484 1,313 1,733 5,481
------ ------ ------ ------- -------
Total $8,914 $9,146 $9,452 $10,318 $13,262
====== ====== ====== ======= =======
The portion of the allowance for loan losses that is not specifically allocated
to individual credits has been apportioned among the separate loan portfolios
based on the relative risk of each portfolio.
% of Allowance per Category To
Total Allocated Allowance
- ------------------------------
1996 1995 1994 1993 1992
------ ------- ------- ------- -------
Commercial, financial and
agricultural 80.49% 74.62% 79.62% 78.59% 48.30%
Real estate 7.48% 8.66% 6.49% 4.61% 10.37%
Real estate construction
Consumer and other 12.03% 16.72% 13.89% 16.80% 41.33%
------ ------ ------ ------ ------
Total 100.00% 100.00% 100.00% 100.00% 100.00%
====== ====== ====== ====== ======
29
UNITED BANKSHARES, INC.
FORM 10-K, PART II
Item 8. Financial Statements and Supplementary Data
(a) -- FINANCIAL STATEMENTS REQUIRED BY REGULATION S-X
Information relating to financial statements on pages 11 through 40
inclusive of the Annual Report to Shareholders for the year ended December 31,
1996, is incorporated herein by reference.
(b) -- SUPPLEMENTARY FINANCIAL INFORMATION
(1) Selected Quarterly Financial Data
Information relating to selected quarterly financial data on page 40 of
the Annual Report to Shareholders for the year ended December 31, 1996, is
incorporated herein by reference.
(2) Information on the Effects of Changing Prices
Information relating to effects of changing prices on page 47 of the
Annual Report to Shareholders for the year ended December 31, 1996, is
incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
This item is omitted since it is not applicable.
30
UNITED BANKSHARES, INC.
FORM 10-K, PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors and executive officers of the registrant on
pges 2 through 7 inclusive, of the Proxy Statement for the 1997 Annual
Shareholders' Meeting is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
Information regarding executive compensation on pages 8 through 11
inclusive, of the Proxy Statement for the 1997 Annual Shareholders' Meeting is
incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and
management on pages 2 through 6 inclusive, of the Proxy Statement for the 1997
Annual Shareholders' Meeting is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions on
pages 2, 3, 6 and 14 of the Proxy Statement for the 1997 Annual Shareholders'
Meeting is incorporated herein by reference.
The following discussion satisfies the reporting
requirements of Items 10 through 13.
31
UNITED BANKSHARES, INC.
FORM 10-K, PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) List of Documents Filed as Part of This Report:
(1) Financial Statements
The financial statements listed below are incorporated herein by
reference from the Annual Report to Shareholders for the year ended December 31,
1996 at Item 8a. Page references are to such Annual report.
Financial Statements: Page Reference
- --------------------- --------------
Report of Independent Auditors ................................. 11
Consolidated Balance Sheets .................................... 12
Consolidated Statements of Income .............................. 13
Consolidated Statements of Changes in Shareholders' Equity...... 14
Consolidated Statements of Cash Flows........................... 15
Notes to Consolidated Financial Statements...................... 16
(2) Financial Statement Schedules
United is not filing separate financial statement schedules because
of the absence of conditions under which they are required or because the
required information is included in the consolidated financial statements or
notes thereto.
(3) Exhibits Required by item 601
Listing of Exhibits -- See the Exhibits' Index on page 34 of this
Form 10-K.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K for the quarter ended
December 31, 1996.
(c) Exhibits
The exhibits to this Form 10-K begin on page 37.
(d) Consolidated Financial Statement Schedules -- All other schedules
for which provision is made in the applicable accounting regulation
of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable or pertain to items as to
which the required disclosures have been made elsewhere in the
financial statements and notes thereto, and therefor have been
omitted.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
UNITED BANKSHARES, INC.
(Registrant)
By /s/ Richard M. Adams
--------------------------------
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/ Richard M. Adams Chairman of the Board, March 27, 1997
- ----------------------------- Director, Chief
Executive Officer
/s/ I. N. Smith President and Director March 27, 1997
- -----------------------------
/s/ Steven E. Wilson March 27, 1997
- ----------------------------- Chief Financial Officer
Chief Accounting Officer
/s/ William C. Pitt, III Director March 27, 1997
- -----------------------------
/s/ H. Smoot Fahlgren Director March 27, 1997
- -----------------------------
/s/ Russell L. Isaacs Director March 27, 1997
- -----------------------------
/s/ F. T. Graff, Jr. Director March 27, 1997
- -----------------------------
/s/ Warren A. Thornhill, III Director March 27, 1997
- -----------------------------
/s/ H. L. Wilkes Director March 27, 1997
- -----------------------------
/s/ Robert P. McLean Director March 27, 1997
- -----------------------------
/s/ G. Ogden Nutting Director March 27, 1997
- -----------------------------
/s/ Harry L. Buch Director March 27, 1997
- -----------------------------
/s/ Robert G. Astorg Director March 27, 1997
- -----------------------------
/s/ C. E. Goodwin Director March 27, 1997
- -----------------------------
33
SIGNATURES
(continued)
Signatures Title Date
/s/ P. Clinton Winter, Jr. Director March 27, 1997
- -------------------------------
/s/ Douglass H. Adams Director March 27, 1997
- -------------------------------
/s/ R. Terry Butcher Director March 27, 1997
- -------------------------------
/s/ James W. Word, Jr. Director March 27, 1997
- -------------------------------
34
UNITED BANKSHARES, INC.
FORM 10-K
INDEX TO EXHIBITS
Item 14.
S-K Item 601 Sequential Page
Description Table Reference Number (a)
- ----------- --------------- ---------------
Articles of Incorporation and
Bylaws: (3)
(a) Bylaws (g)
(b) Articles of Incorporation (f)
Investments (4) N/A
Voting Trust Agreement (9) N/A
Material Contracts (10)
(a) Employment Agreement with
I. N. Smith, Jr. (b)
(b) Employment Agreement with
Richard M. Adams (e)
(c) Lease on Branch Office in
Charleston Town Center,
Charleston, West Virginia (b)
(d) Lease on United Center,
Charleston, West Virginia (h)
(e) Lease with Polymerland, Inc.
on UNB Square (h)
(f) Lease and Agreement between
Valley Savings and Loan
Company (Lessor) and Dorothy
Adams, Richard M. Adams and
Douglass H. Adams (Lessees) (c)
(g) Agreement between Dorothy
D. Adams (Lessors) and Valley
Savings and Loan Company (Lessees) (c)
S-K Item 601 Sequential Page
Description Table Reference Number (a)
- ----------- --------------- ---------------
(h) Employment Contract with
Douglass H. Adams (d)
(I) Employment Contract with
Thomas A. McPherson (d)
(j) Data processing contract
with FISERV (k)
(k) Supplemental Retirement
Contract with Richard M.
Adams (i)
(l) Supplemental Retirement
Contract with Douglass H.
Adams (i)
(m) Executive Officer Change
of Control Agreements (j)
(n) Data processing contract
with ALLTELL 54
Statement Re: Computation of Per
Share Earnings (11) 105
Statement Re: Computation of
Ratios (12) 106
Annual Report to Security Holders,
et al. (13) 78
Letter Re: Change in accounting
principles (18) N/A
Previously Unfiled Documents (19) N/A
Subsidiaries of the Registrant (22) 107
Published Report Regarding Matters
Submitted to a Vote of Security
Holders (23) N/A
Consent of Ernst & Young LLP (23) 108
Power of Attorney (25) N/A
Financial Data Schedule (27) 109
Additional Exhibits: (28) N/A
Footnotes
- ---------
(a) N/A = Not Applicable
(b) Incorporated into this filing by reference to Exhibit 10 of the
1985 Form 10-K for Intermountain Bankshares, Inc., File No. 0-12356
(c) Incorporated into this filing by reference to Exhibit 10 of the
1986 Form 10-K for United Bankshares, Inc., File No. 0-13322
(d) Incorporated into this filing by reference to Part II of Form S-4
Registration Statement of United Bankshares, Inc., Registration No.
33-19968 filed February 3, 1988
(e) Incorporated into this filing by reference to Exhibits to the 1988
10-K for United Bankshares, Inc., File No. 0-13322
(f) Incorporated into this filing by reference to Exhibits to the 1989
10-K for United Bankshares, Inc., File No. 0-13322
(g) Incorporated into this filing by reference to Exhibits to the 1990
10-K for United Bankshares, Inc., File No. 0-13322
(h) Incorporated into this filing by reference to Exhibits to the 1991
10-K for United Bankshares, Inc., File No. 0-13322
(i) Incorporated into this filing by reference to Exhibits to the 1992
10-K for United Bankshares, Inc., File No. 0-13322
(j) Incorporated into this filing by reference to Exhibits to the 1993
10-K for United Bankshares, Inc., File No. 0-13322
(k) Incorporated into this filing by reference to Exhibits to the 1994
10-K as amended by Form 10K/A filed February 8, 1996, for United
Bankshares, Inc., File No. 0-13322