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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2004

 

Commission File Number: 0-6094

 

NATIONAL COMMERCE FINANCIAL CORPORATION

(Exact name of issuer as specified in charter)

 

Tennessee   62-0784645

(State or other jurisdiction

of incorporation)

 

(I.R.S. Employer

Identification No.)

 

One Commerce Square, Memphis, Tennessee 38150

(Address of principal executive offices)

 

Registrant’s telephone number, including area code (901) 523-3434

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, $2 Par Value    205,282,726
(Class of Stock)    (Shares outstanding as of August 4, 2004)

 



Table of Contents

National Commerce Financial Corporation and Subsidiaries

INDEX TO FORM 10-Q

 

Part I. Financial Information

    

Item 1.

  

Financial Statements (Unaudited)

    
    

Consolidated Balance Sheets June 30, 2004 and December 31, 2003

   3
    

Consolidated Statements of Income Three and Six Months Ended June 30, 2004 and 2003

   4
    

Consolidated Statements of Stockholders’ Equity Six Months Ended June 30, 2004 and 2003

   5
    

Consolidated Statements of Cash Flows Six Months Ended June 30, 2004 and 2003

   6
    

Notes to Consolidated Financial Statements As of and for the Six Months Ended June 30, 2004 and 2003

   7

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   16

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   29

Item 4.

  

Controls and Procedures

   29

Part II. Other Information

    

Item 2.

  

Purchases of Equity Securities by the Issuer

   30

Item 4.

  

Submission of Matters to a Vote of Security Holders

   30

Item 6.

  

Exhibits and Reports on Form 8-K

   31

Signatures

   32

 

2


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

National Commerce Financial Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

June 30, 2004 and December 31, 2003

 

     (Unaudited)      

In Thousands Except Share Data


  

June 30,

2004


   

December 31,

2003


ASSETS

            

Cash and due from banks

   $ 568,360     558,313

Time deposits in other banks

     7,803     64,174

Federal funds sold and other short-term investments

     267,182     129,722

Investment securities:

            

Available for sale (amortized cost of $5,217,931 and $5,220,555)

     5,116,531     5,238,429

Held to maturity (fair values of $1,113,177 and $1,375,484)

     1,140,777     1,380,571

Trading account securities, at fair value

     245,913     280,649

Loans held for sale

     334,156     215,132

Loans

     14,191,270     13,034,948

Less allowance for loan losses

     178,438     170,452
    


 

Net loans

     14,012,832     12,864,496
    


 

Bank owned life insurance

     349,473     241,481

Investment in First Market Bank, FSB

     35,214     32,527

Premises and equipment, net

     245,279     266,401

Goodwill, net

     1,090,101     1,085,565

Core deposit intangibles, net

     145,899     172,658

Other assets

     484,597     486,798
    


 

Total assets

   $ 24,044,117     23,016,916
    


 

LIABILITIES

            

Deposits:

            

Demand (noninterest-bearing)

   $ 2,862,746     2,602,026

Savings, NOW and money market accounts

     5,804,172     5,878,002

Jumbo and brokered certificates of deposits

     2,464,471     2,206,736

Time deposits

     4,883,076     4,862,823
    


 

Total deposits

     16,014,465     15,549,587

Short-term borrowed funds

     1,708,305     1,671,908

Federal Home Loan Bank advances

     2,875,720     2,301,191

Long-term debt

     285,158     277,996

Other liabilities

     378,357     435,048
    


 

Total liabilities

     21,262,005     20,235,730
    


 

STOCKHOLDERS’ EQUITY

            

Serial preferred stock. Authorized 5,000,000 shares; none issued

     —       —  

Common stock, $2 par value. Authorized 400,000,000 shares;
205,003,949 and 205,136,649 shares issued, respectively

     410,008     410,273

Additional paid-in capital

     1,722,205     1,738,157

Retained earnings

     720,633     627,406

Accumulated other comprehensive income, net

     (70,734 )   5,350
    


 

Total stockholders’ equity

     2,782,112     2,781,186
    


 

Total liabilities and stockholders’ equity

   $ 24,044,117     23,016,916
    


 

 

Commitments and contingencies (note 11)

 

See accompanying notes to consolidated financial statements.

 

3


Table of Contents

National Commerce Financial Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

Three and Six Months Ended June 30, 2004 and 2003

(Unaudited)

 

    

Three Months Ended

June 30,


   

Six Months Ended

June 30,


 

In Thousands Except Per Share Data


   2004

   2003

    2004

   2003

 

INTEREST INCOME

                        

Interest and fees on loans

   $ 189,282    188,099     372,264    385,768  

Interest and dividends on investment securities:

                        

U.S. Treasury

     132    274     306    556  

U.S. Government agencies and corporations

     51,619    58,118     108,324    113,800  

States and political subdivisions (primarily tax-exempt)

     1,293    1,453     2,562    2,963  

Equity and other securities

     18,304    15,875     34,994    23,345  

Interest and dividends on trading account securities

     2,248    421     4,173    996  

Interest on time deposits in other banks

     9    17     417    42  

Interest on federal funds sold and other short-term investments

     646    336     1,020    499  
    

  

 
  

Total interest income

     263,533    264,593     524,060    527,969  
    

  

 
  

INTEREST EXPENSE

                        

Deposits

     47,110    55,184     94,869    112,472  

Short-term borrowed funds

     4,924    4,698     9,489    9,066  

Federal Home Loan Bank advances

     15,968    21,397     31,570    43,515  

Trust preferred securities and long-term debt

     1,545    2,133     3,075    4,293  
    

  

 
  

Total interest expense

     69,547    83,412     139,003    169,346  
    

  

 
  

Net interest income

     193,986    181,181     385,057    358,623  

Provision for loan losses

     12,845    13,376     24,933    21,060  
    

  

 
  

Net interest income after provision for loan losses

     181,141    167,805     360,124    337,563  
    

  

 
  

OTHER INCOME

                        

Service charges on deposit accounts

     44,973    43,500     85,999    84,750  

Other service charges and fees

     9,467    9,721     17,904    19,062  

Broker/dealer revenue

     26,711    28,152     52,473    49,233  

Asset management

     15,986    13,356     32,484    25,738  

Mortgage banking income

     13,459    11,458     20,842    21,112  

Equity earnings from First Market Bank, FSB

     1,402    1,071     2,687    1,997  

Other

     11,470    7,700     20,054    15,342  

Gain (loss) on branch sales

     714    —       759    (145 )

Investment securities gains, net

     66    2,460     10,984    4,924  
    

  

 
  

Total other income

     124,248    117,418     244,186    222,013  
    

  

 
  

OTHER EXPENSE

                        

Personnel

     77,807    77,483     156,928    154,936  

Net occupancy

     13,413    13,292     26,820    26,196  

Equipment

     7,194    7,992     14,427    15,397  

Core deposit intangibles amortization

     12,901    15,673     26,540    31,957  

Other

     55,052    51,341     105,378    97,745  

Merger-related expenses

     8,290    —       8,290    —    

First Mercantile litigation

     —      1,041     —      20,695  

Employment contract terminations

     —      14,108     —      14,108  

Debt retirement/prepayment gains

     —      (326 )   —      (326 )
    

  

 
  

Total other expenses

     174,657    180,604     338,383    360,708  
    

  

 
  

Income before income taxes

     130,732    104,619     265,927    198,868  

Income taxes

     45,641    33,112     90,592    63,271  
    

  

 
  

Net income

   $ 85,091    71,507     175,335    135,597  
    

  

 
  

EARNINGS PER COMMON SHARE

                        

Basic

   $ .42    .35     .86    .66  

Diluted

     .41    .35     .85    .66  

WEIGHTED AVERAGE SHARES OUTSTANDING

                        

Basic

     204,340    204,629     204,660    204,948  

Diluted

     206,737    205,701     206,910    206,225  

 

See accompanying notes to consolidated financial statements.

 

4


Table of Contents

National Commerce Financial Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2004 and 2003

(Unaudited)

 

In Thousands Except Share Data


   Shares of
Common
Stock


    Common
Stock


    Additional
Paid-In
Capital


    Retained
Earnings


    Other
Comp.
Income


    Total
Stockholders’
Equity


 

Balance January 1, 2003

   205,408,183     $ 410,816     1,753,241     467,641     50,734     2,682,432  

Net income

   —         —       —       135,597     —       135,597  

Restricted stock transactions, net

   1,693       3     1,258     —       —       1,261  

Options exercised, net of shares tendered

   472,596       947     5,607     —       —       6,554  

Shares repurchased and retired

   (1,474,300 )     (2,949 )   (29,272 )   —       —       (32,221 )

Cash dividends ($.34 per share)

   —         —       —       (69,776 )   —       (69,776 )

Change in minimum pension liability, net of applicable income taxes

   —         —       —       —       (742 )   (742 )

Change in unrealized gains on investment securities available for sale, net of applicable income taxes

   —         —       —       —       (1,955 )   (1,955 )

Unrealized loss on cash flow hedges, net of applicable income taxes

   —         —       —       —       (201 )   (201 )

Other transactions, net

   (23,394 )     (47 )   (467 )   —       —       (514 )
    

 


 

 

 

 

Balance, June 30, 2003

   204,384,778     $ 408,770     1,730,367     533,462     47,836     2,720,435  
    

 


 

 

 

 

Balance, January 1, 2004

   205,136,649     $ 410,273     1,738,157     627,406     5,350     2,781,186  

Net income

   —         —       —       175,335     —       175,335  

Restricted stock transactions, net

   37,200       74     297     —       —       371  

Options exercised, net of shares tendered

   2,128,005       4,257     45,328     —       —       49,585  

Shares repurchased and retired

   (2,408,906 )     (4,818 )   (62,532 )   —       —       (67,350 )

Cash dividends ($.40 per share)

   —         —       —       (82,108 )   —       (82,108 )

Change in minimum pension liability, net of applicable income taxes

   —         —       —       —       (113 )   (113 )

Change in unrealized losses on investment securities available for sale, net of applicable income taxes

   —         —       —       —       (72,735 )   (72,735 )

Change in unrealized loss on hedging instruments, net of applicable income taxes

   —         —       —       —       (3,236 )   (3,236 )

Other transactions, net

   111,001       222     955     —       —       1,177  
    

 


 

 

 

 

Balance, June 30, 2004

   205,003,949     $ 410,008     1,722,205     720,633     (70,734 )   2,782,112  
    

 


 

 

 

 

 

See accompanying notes to the consolidated financial statements.

 

5


Table of Contents

National Commerce Financial Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2004 and 2003

(Unaudited)

 

In Thousands


   2004

    2003

 

OPERATING ACTIVITIES

              

Net income

   $ 175,335     135,597  

Adjustments to reconcile net income to net cash provided by operating activities:

              

Depreciation, amortization and accretion, net

     48,324     62,433  

Provision for loan losses

     24,933     21,060  

Net gain on sales of investment securities

     (10,984 )   (4,924 )

Net gain on sales of loans held for sale

     (18,241 )   (4,157 )

Deferred income taxes

     (889 )   (82 )

Origination of loans held for sale

     (2,407,640 )   (3,593,274 )

Sales of loans held for sale

     2,306,857     3,528,746  

Gain on debt retirement/prepayment penalties

     —       (326 )

Tax benefit from exercise of stock options

     8,504     1,731  

Changes in:

              

Trading account securities

     34,736     11,031  

Other assets

     (103,357 )   (81,566 )

Other liabilities

     (4,627 )   40,355  

Other operating activities, net

     211     (215 )
    


 

Net cash provided by operating activities

     53,162     116,409  
    


 

INVESTING ACTIVITIES

              

Proceeds from:

              

Maturities and issuer calls of investment securities held to maturity

     244,339     305,806  

Sales of investment securities available for sale

     934,956     1,373,732  

Maturities and issuer calls of investment securities available for sale

     787,232     849,895  

Purchases of:

              

Investment securities held to maturity

     (4,084 )   (788,776 )

Investment securities available for sale

     (1,712,181 )   (2,160,777 )

Premises and equipment

     6,421     (32,190 )

Net originations of loans

     (1,190,136 )   (596,469 )

Net cash paid on branch sales

     (24,875 )   (1,327 )
    


 

Net cash used by investing activities

     (958,328 )   (1,050,106 )
    


 

FINANCING ACTIVITIES

              

Net increase in deposit accounts

     495,757     954,191  

Net increase in short-term borrowed funds

     36,397     12,661  

Net increase in Federal Home Loan Bank advances

     574,778     168,047  

Decrease in long-term debt

     (2,134 )   (4,997 )

Issuances of common stock from exercise of stock options, net

     41,404     4,899  

Purchase and retirement of common stock

     (67,350 )   (32,221 )

Other equity transactions, net

     (442 )   (93 )

Cash dividends paid

     (82,108 )   (69,776 )
    


 

Net cash provided by financing activities

     996,302     1,032,711  
    


 

Net increase in cash and cash equivalents

     91,136     99,014  

Cash and cash equivalents at beginning of period (December 31)

     752,209     602,757  
    


 

Cash and cash equivalents at end of period

   $ 843,345     701,771  
    


 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

              

Interest paid during the period

   $ 137,364     172,008  
    


 

Income taxes paid during the period

   $ 74,872     65,366  
    


 

 

See accompanying notes to consolidated financial statements.

 

6


Table of Contents

National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Six Months Ended June 30, 2004 and 2003

(Unaudited)

 

(1) CONSOLIDATION AND PRESENTATION

 

The accompanying unaudited consolidated financial statements of National Commerce Financial Corporation (“NCF”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the accompanying financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of NCF on a consolidated basis, and all such adjustments are of a normal recurring nature. These financial statements and the notes thereto should be read in conjunction with NCF’s Annual Report on Form 10-K for the year ended December 31, 2003. Operating results for the three- and six-month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

 

CONSOLIDATION. NCF is a bank holding company that provides diverse financial services through a regional network of banking affiliates and a national network of nonbanking affiliates. NCF’s wholly owned banking subsidiaries include National Bank of Commerce (“NBC”) and NBC Bank, FSB. The consolidated financial statements also include the accounts and results of operations of NCF’s direct and indirect wholly owned non-bank subsidiaries. All significant intercompany transactions and accounts are eliminated in consolidation.

 

NCF has two business segments: traditional banking and financial enterprises. Financial enterprises include transaction processing, trust services and investment management, retail banking consulting/in-store licensing and broker/dealer activities.

 

Certain prior period amounts have been reclassified to conform to the 2004 presentation. The reclassifications had no effect on net income available for common stockholders.

 

BUSINESS COMBINATIONS. On May 9, 2004, NCF announced that it had signed a definitive merger agreement with SunTrust Banks, Inc. The proposed merger, which is subject to approval by regulatory authorities and by shareholders of both companies, is expected to close in the fourth quarter of 2004. Under the terms of the definitive merger agreement, which has been approved by both boards of directors, NCF shareholders will have the right, subject to proration, to elect to receive cash or SunTrust common stock, in either case having a value equal to $8.625 plus .3713 SunTrust shares. During the second quarter of 2004, NCF incurred $8 million of investment advisor, contract termination and other expense directly attributable to the proposed merger.

 

EARNINGS PER SHARE. Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding plus dilutive stock options (as computed under the treasury stock method) assumed to have been exercised during the period.

 

COMPREHENSIVE INCOME. Comprehensive income is the change in equity during the period from transactions and other events and circumstances from non-owner sources. Total comprehensive income is comprised of net income and other comprehensive income. Other comprehensive income for the six months ended June 30, 2004 and 2003 and accumulated other comprehensive income as of June 30, 2004, December 31, 2003 and June 30, 2003 are comprised of unrealized gains and losses on investment securities available for sale, unrealized gains and losses on cash flow hedges and adjustments of minimum pension liability.

 

7


Table of Contents

National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(1) CONSOLIDATION AND PRESENTATION (Continued)

 

STOCK-BASED COMPENSATION. NCF from time to time grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares on the date of grant, which become exercisable on certain future dates with continued service by employees. NCF has elected to account for these stock option grants in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and accordingly, recognizes no compensation expense for these stock option grants. For all variable stock option grants, which include any grant that is not at a fixed exercise price or whose vesting is dependent on future performance or some event other than the passage of time, compensation expense is recognized in accordance with APB Opinion No. 25 over the period the employee performs related service, also called the vesting period.

 

NCF discloses pro forma net income and earnings per share in the notes to its consolidated financial statements as if compensation expense was measured under the fair value based method according to Statement No. 123, “Accounting for Stock-based Compensation.” Under the fair value based method, compensation cost is measured at the grant date of the option based on the value of the award and is recognized over the service period, which is usually the vesting period. Had compensation expense for the stock option plans been determined consistent with Statement No. 123, NCF’s net income and net income per share for the three- and six-month periods ended June 30, 2004 and 2003 would have been reduced to the pro forma amounts indicated below. These pro forma amounts may not be representative of the effect on reported net income for future periods.

 

          Three Months Ended
June 30,


   Six Months Ended
June 30,


In Thousands Except Per Share Data


        2004

   2003

   2004

   2003

Net income

   As reported    $ 85,091    71,507    175,335    135,597
     Pro forma      82,909    68,850    171,052    130,663

Basic EPS

   As reported      .42    .35    .86    .66
     Pro forma      .41    .34    .84    .64

Diluted EPS

   As reported      .41    .35    .85    .66
     Pro forma      .40    .33    .83    .63

 

CHANGES IN ACCOUNTING POLICY. NCF adopted the provisions of SEC Staff Accounting Bulletin No. 105 on April 1, 2004. It requires all registrants to account for mortgage loan interest rate lock commitments related to loans held for sale as written options, effective no later than for commitments entered into after March 31, 2004. NCF enters into such commitments with customers in connection with residential mortgage loan applications. This guidance requires NCF to recognize a liability on its balance sheet equal to the fair value of the commitment at the time the loan commitment is issued. As a result, this guidance delays the recognition of any revenue related to these commitments until such time as the loan is sold; however, it has no effect on the ultimate amount of revenue or cash flows recognized over time. Implementation of this guidance during the second quarter of 2004 did not have a material impact on NCF.

 

8


Table of Contents

National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(2) LOANS

 

Management internally classifies the loan portfolio by the purpose of the borrowing. Such classification is presented below as of June 30, 2004 and December 31, 2003. This classification method emphasizes the source of loan repayment rather than the collateral for the loan, which is the classification method followed for regulatory reporting purposes.

 

In Thousands


   2004

   2003

Commercial

   $ 4,058,205    3,820,585

Construction and commercial real estate

     3,919,168    3,723,336

Mortgage

     1,161,352    933,057

Consumer

     4,832,412    4,342,695

Revolving credit

     88,821    84,534

Lease financing

     131,312    130,741
    

  

Total loans

   $ 14,191,270    13,034,948
    

  

 

(3) ALLOWANCE FOR LOAN LOSSES

 

Following is the activity in the allowance for loan losses during the six months ended June 30, 2004 and 2003:

 

In Thousands


   2004

    2003

 

Balance at beginning of period

   $ 170,452     163,424  

Charge-offs:

              

Commercial

     (3,420 )   (2,334 )

Construction and commercial real estate

     —       (225 )

Secured by real estate

     (2,642 )   (2,102 )

Consumer

     (11,715 )   (12,266 )

Revolving credit

     (2,204 )   (2,074 )

Lease financing

     (581 )   (658 )
    


 

Total charge-offs

     (20,562 )   (19,659 )

Recoveries:

              

Commercial

     909     534  

Construction and commercial real estate

     2     8  

Secured by real estate

     84     95  

Consumer

     1,964     1,755  

Revolving credit

     569     612  

Lease financing

     87     69  
    


 

Total recoveries

     3,615     3,073  
    


 

Net charge-offs

     (16,947 )   (16,586 )

Provision for loan losses

     24,933     21,060  

Changes from sales

     —       (582 )
    


 

Balance at end of period

   $ 178,438     167,316  
    


 

 

9


Table of Contents

National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(4) NONPERFORMING ASSETS

 

Following is a summary of nonperforming assets as of June 30, 2004, December 31, 2003 and June 30, 2003:

 

In Thousands


   June
2004


   December
2003


   June
2003


Nonaccrual loans

   $ 37,638    30,689    33,843

Foreclosed real estate

     22,619    28,196    23,961
    

  
  

Nonperforming loans and foreclosed real estate

     60,257    58,885    57,804

Other repossessed assets

     5,125    4,638    8,420
    

  
  

Nonperforming assets

   $ 65,382    63,523    66,224
    

  
  

Accruing loans 90 days or more past due

   $ 65,722    64,457    51,761
    

  
  

 

(5) GOODWILL AND OTHER INTANGIBLE ASSETS

 

The changes in the carrying amount of goodwill for the year ended December 31, 2003 and six months ended June 30, 2004 for NCF’s business segments are as follows:

 

In Thousands


   Traditional
Banking


   Financial
Enterprises


   Total

Balance as of January 1, 2003

   $ 1,042,146    34,972    1,077,118

Other goodwill adjustments

     6,039    —      6,039

Goodwill acquired during the year

     2,408    —      2,408
    

  
  

Balance as of December 31, 2003

     1,050,593    34,972    1,085,565

Goodwill acquired during the period

     —      4,536    4,536
    

  
  

Balance as of June 30, 2004

   $ 1,050,593    39,508    1,090,101
    

  
  

 

Core deposit intangibles are amortized over a period of up to 10 years using an accelerated method. Following is an analysis of core deposit intangibles:

 

     Six Months Ended
June 30, 2004


    Year Ended
December 31, 2003


 

In Thousands


   Gross
Carrying
Amount


   Accumulated
Amortization


    Gross
Carrying
Amount


   Accumulated
Amortization


 

Core deposit intangibles

   $ 402,006    (256,107 )   402,225    (229,567 )

Aggregate amortization expense for the period

     26,540          61,356       

Estimated annual amortization expense:

                        

For year ended 12/31/04

     50,897                  

For year ended 12/31/05

     41,296                  

For year ended 12/31/06

     32,033                  

For year ended 12/31/07

     23,137                  

For year ended 12/31/08

     14,516                  
    

                 

 

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National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(6) COMPREHENSIVE INCOME

 

The following table presents the components of other comprehensive income and the related tax effects allocated for the six months ended June 30, 2004 and 2003:

 

     2004

    2003

 

In Thousands


   Before
Tax
Amount


    Tax
(Expense)
Benefit


   Net
of Tax
Amount


    Before
Tax
Amount


    Tax
(Expense)
Benefit


    Net
of Tax
Amount


 

Unrealized (losses) gains on securities:

                                     

Unrealized (losses) gains arising during holding period

   $ (108,236 )   42,146    (66,090 )   1,541     (517 )   1,024  

Reclassification adjustment for gains realized in net income

     (10,984 )   4,339    (6,645 )   (4,924 )   1,945     (2,979 )

Minimum pension liability:

                                     

Adjustment to minimum pension liability

     (188 )   75    (113 )   (1,237 )   495     (742 )

Unrealized losses on cash flow hedging instruments:

                                     

Unrealized losses arising during holding period

     (5,393 )   2,157    (3,236 )   (335 )   134     (201 )
    


 
  

 

 

 

Other comprehensive (income) loss

   $ (124,801 )   48,717    (76,084 )   (4,955 )   2,057     (2,898 )
    


 
  

 

 

 

 

(7) FHLB ADVANCES

 

Maturities of FHLB advances for each of the years ending December 31 are as follows:

 

In Thousands


  

Range of

Rates


  

Total

Maturities


2004

   1.11% to 7.65%    $ 1,812,253

2005

   1.82% to 5.68%      2,335

2006

   4.44% to 4.44%      25,204

2007

   7.00% to 7.00%      276

2008

   2.00% to 5.94%      204,559

Thereafter

   2.17% to 6.39%      831,093
         

Total

        $ 2,875,720
         

 

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National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(8) EMPLOYEE BENEFITS

 

The following tables disclose the components of the net periodic benefit costs and the assumptions used in computing those costs for the six months ended June 30, 2004 and 2003 for NCF’s pension and other benefit plans:

 

     Pension Plan

    Other Plans

In Thousands


   2004

    2003

    2004

   2003

Components of Net Periodic Benefit Cost:

                       

Service cost

   $ 1,541     1,467     112    91

Interest cost

     2,076     2,173     444    402

Expected return on plan assets

     (3,311 )   (2,814 )   —      —  

Transition obligation amortization

     —       —       5    5

Amortization of prior service cost

     (26 )   (26 )   14    3

Amortization of net loss

     241     564     275    184

FAS88 settlement loss

     —       —       100    99
    


 

 
  

Net expense

   $ 521     1,364     950    784
    


 

 
  

Assumptions:

                       

Discount rate

     6.00 %   6.75     6.00    6.75

Expected long-term return on assets

     8.50     8.50     —      —  

Rate of compensation increase

     3.50     3.50     —      —  

Initial health care trend rate

     —       —       9.00    9.00

Ultimate trend rate

     —       —       5.00    5.00

Year ultimate trend rate is reached

     —       —       2012    2011

 

(9) PER SHARE DATA

 

The following schedule presents the components of the basic and diluted EPS computations for the three and six months ended June 30, 2004 and 2003. Dilutive common shares arise from the potentially dilutive effect of NCF’s stock options outstanding.

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


In Thousands Except Per Share Data


   2004

   2003

   2004

   2003

Basic EPS

                     

Average common shares

     204,340    204,629    204,660    204,948

Net income

   $ 85,091    71,507    175,335    135,597

Earnings per share

     .42    .35    .86    .66
    

  
  
  

Diluted EPS

                     

Average common shares

     204,340    204,629    204,660    204,948

Average dilutive common shares

     2,397    1,072    2,250    1,277
    

  
  
  

Adjusted average common shares

     206,737    205,701    206,910    206,225

Net income

   $ 85,091    71,507    175,335    135,597

Earnings per share

     .41    .35    .85    .66
    

  
  
  

 

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National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(10) SUPPLEMENTARY INCOME STATEMENT INFORMATION

 

Following is a breakdown of the components of “other expense” on the Consolidated Statement of Income for the three- and six-month periods ended June 30, 2004 and 2003:

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


In Thousands


   2004

   2003

   2004

   2003

Legal and professional fees

   $ 13,385    9,830    26,684    17,975

Telecommunications

     4,132    4,544    8,265    9,052

Data processing

     7,061    5,579    13,650    10,824

Marketing

     4,133    2,967    7,162    5,486

Printing and office supplies

     3,769    3,781    6,885    7,095

Postage and freight

     2,622    2,731    4,987    5,511

All other

     19,950    21,909    37,745    41,802
    

  
  
  

Total other expense

   $ 55,052    51,341    105,378    97,745
    

  
  
  

 

(11) COMMITMENTS AND CONTINGENCIES

 

Certain legal claims have arisen in the normal course of business in which NCF and certain of its subsidiary banks have been named as defendants. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management and counsel, any such liability will have no material effect on NCF’s financial position or results of operations.

 

On May 9, 2004, a shareholder of NCF filed a purported class action complaint in the Circuit Court of Shelby County, Tennessee against NCF and each member of the NCF board of directors. On May 21, 2004, another shareholder of NCF filed a purported class action complaint in the same court. The substantially identical complaints have been consolidated into one lawsuit and allege that the NCF board of directors breached its fiduciary duties to the NCF shareholders in approving and adopting the merger agreement by, among other things, failing to wait until after announcement of 2nd quarter 2004 operating results in order to achieve a higher price for the company and by attempting to trigger the payment of certain change of control payments to NCF’s senior management. The consolidated lawsuit seeks, among other things, to enjoin the completion of the merger and to recover costs and disbursements incurred by the plaintiffs, including reasonable attorney fees and expert fees. Simultaneously with the filing of the lawsuits, the plaintiffs propounded requests for production of documents controlled by NCF and its directors. NCF and its directors served written responses and objections thereto on June 25, 2004 and produced responsive documents to the plaintiffs on July 7, 2004. NCF believes that these lawsuits are entirely without merit and intends to vigorously defend the lawsuits.

 

In December 2002, NCF completed the acquisition of BancMortgage, an Atlanta-based mortgage originator. Approximately 611,000 shares of NCF common stock were issued and $5 million of goodwill was initially recorded in the transaction. In accordance with the merger agreement, additional consideration, shares of NCF common stock and cash, may be paid based on a multiple of pretax earnings for the three years ended December 31, 2005, provided such amount exceeds consideration already exchanged. Any contingent payment will be recorded as goodwill.

 

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National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(12) SEGMENT INFORMATION

 

Management monitors NCF performance as two business segments, traditional banking and financial enterprises.

 

The traditional banking segment includes sales and distribution of financial products and services to individuals. These products and services include loan products such as residential mortgage, home equity lending, automobile and other personal financing needs. Traditional banking products also include various deposit products that are designed for customers’ saving and transaction needs. This segment also includes lending and related financial services provided to small- to medium-sized companies. Included among these services are several specialty services such as real estate finance, asset-based lending and residential construction lending. The traditional banking segment also includes management of the investment portfolio and non-deposit based funding.

 

The financial enterprises segment is comprised of trust services and investment management, transaction processing, retail banking consulting/in-store licensing and broker/dealer activities.

 

The accounting policies of the individual segments are the same as those of NCF. Transactions between business segments are conducted at arm’s length. Interest income for tax-exempt loans and securities is adjusted to a taxable-equivalent basis.

 

The following tables present condensed income statements for each reportable segment:

 

In Thousands


  

Traditional

Banking


   

Financial

Enterprises


   

Intersegment

Eliminations


    Total

 

Quarter ended June 30, 2004:

                          

Net interest income (TE)

   $ 193,524     7,241     —       200,765  

Provision for loan losses

     (12,845 )   —       —       (12,845 )

Gain on branch sale

     714     —       —       714  

Noninterest income

     69,050     56,409     (1,925 )   123,534  

Intangibles amortization

     (12,901 )   —       —       (12,901 )

Merger-related expenses

     (8,290 )   —       —       (8,290 )

Noninterest expense

     (112,800 )   (42,591 )   1,925     (153,466 )
    


 

 

 

Income before income taxes (TE)

     116,452     21,059     —       137,511  

Income taxes

     (44,207 )   (8,213 )   —       (52,420 )
    


 

 

 

Net income

   $ 72,245     12,846     —       85,091  
    


 

 

 

Average assets

   $ 22,513,130     1,228,760     —       23,741,890  

Quarter ended June 30, 2003:

                          

Net interest income (TE)

   $ 183,113     5,286     —       188,399  

Provision for loan losses

     (13,376 )   —       —       (13,376 )

Noninterest income

     65,301     54,215     (2,098 )   117,418  

Intangibles amortization

     (15,673 )   —       —       (15,673 )

First Mercantile litigation

     —       (1,041 )   —       (1,041 )

Employment contract terminations

     (14,108 )   —       —       (14,108 )

Debt retirement/prepayment gains

     326     —       —       326  

Noninterest expense

     (111,313 )   (40,893 )   2,098     (150,108 )
    


 

 

 

Income before income taxes (TE)

     94,270     17,567     —       111,837  

Income taxes

     (33,479 )   (6,851 )   —       (40,330 )
    


 

 

 

Net income

   $ 60,791     10,716     —       71,507  
    


 

 

 

Average assets

   $ 21,369,652     803,743     —       22,173,395  

 

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National Commerce Financial Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(12) SEGMENT INFORMATION (Continued)

 

In Thousands


  

Traditional

Banking


   

Financial

Enterprises


   

Intersegment

Eliminations


    Total

 

Six months ended June 30, 2004:

                          

Net interest income (TE)

   $ 384,410     14,243     —       398,653  

Provision for loan losses

     (24,933 )   —       —       (24,933 )

Gain on branch sale

     759     —       —       759  

Noninterest income

     137,839     109,477     (3,889 )   243,427  

Intangibles amortization

     (26,540 )   —       —       (26,540 )

Merger-related expenses

     (8,290 )   —       —       (8,290 )

Noninterest expense

     (224,556 )   (82,886 )   3,889     (303,553 )
    


 

 

 

Income before income taxes (TE)

     238,689     40,834     —       279,523  

Income taxes

     (88,263 )   (15,925 )   —       (104,188 )
    


 

 

 

Net income

   $ 150,426     24,909     —       175,335  
    


 

 

 

Average assets

   $ 22,308,654     1,134,459     —       23,443,113  

Six months ended June 30, 2003:

                          

Net interest income (TE)

   $ 362,280     10,501     —       372,781  

Provision for loan losses

     (21,060 )   —       —       (21,060 )

Loss on branch sale

     (145 )   —       —       (145 )

Noninterest income

     126,902     98,972     (3,716 )   222,158  

Intangibles amortization

     (31,957 )   —       —       (31,957 )

First Mercantile litigation

     —       (20,695 )   —       (20,695 )

Employment contract terminations

     (14,108 )   —       —       (14,108 )

Debt retirement/prepayment gains

     326     —       —       326  

Noninterest expense

     (222,366 )   (75,624 )   3,716     (294,274 )
    


 

 

 

Income before income taxes (TE)

     199,872     13,154     —       213,026  

Income taxes

     (72,299 )   (5,130 )   —       (77,429 )
    


 

 

 

Net income

   $ 127,573     8,024     —       135,597  
    


 

 

 

Average assets

   $ 20,976,051     759,301     —       21,735,352  

 

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Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following sets forth management’s discussion and analysis of financial condition and results of operations of National Commerce Financial Corporation (“NCF”) and its wholly owned subsidiaries on a consolidated basis for the six months ended June 30, 2004 and 2003. NCF is a registered bank holding company that provides diverse financial services through a regional network of banking subsidiaries and a national network of non-bank subsidiaries. This Quarterly Report on Form 10-Q should be read in conjunction with NCF’s 2003 Annual Report on Form 10-K.

 

The following discussion contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to anticipated future operating and financial performance measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things. Words such as “expects,” “plans,” “estimates,” “projects,” “objectives” and “goals” and similar expressions are intended to identify these forward-looking statements. We caution readers that such forward-looking statements are necessarily estimates based on management’s judgment, and obtaining the estimated results is subject to a number of risks and uncertainties. Such risks are discussed below. A variety of factors, including those described below, could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in this report. We do not assume any obligation to update these forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Certain amounts for prior periods have been reclassified to conform to the current presentation.

 

The following risks are those we believe to pose the greatest risk to our financial condition, operations and prospects: fluctuations in interest rates could adversely affect our net interest income and impact funding sources; competition with other providers of financial services could adversely affect our profitability and ability to grow core businesses; adverse changes in general economic conditions could result in declines in credit quality with resulting higher charge-offs, in the value of the collateral that secure our loans and in loan demand, our largest source of revenue; unfavorable political conditions including acts or threats of terrorism and actions taken by governments in response to terrorism; various monetary and fiscal policies and regulations, including those determined by the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Securities and Exchange Commission; and management’s ability to manage these and other risks. Additionally, we have entered into a definitive agreement to merge with SunTrust Banks, Inc. as discussed below. We believe that the proposed merger exposes us to the risks that the merger may not occur, or may not close within the expected time frame; expected cost savings from the merger may not be fully realized or realized within the expected time frame; revenues of the combined SunTrust/NCF following the merger may be lower than expected; and, costs or difficulties related to the integration of our and SunTrust’s businesses may be greater than expected.

 

We are a registered bank holding company headquartered in Memphis, Tennessee. We provide banking and other financial services through our banking and non-banking subsidiaries. We are the surviving corporation from the July 2000 merger of National Commerce Bancorporation with CCB Financial Corporation. Our banking subsidiaries are National Bank of Commerce (“NBC”) and NBC Bank, FSB. In certain of our markets, NBC operates under the trade names of “Central Carolina Bank” and “Wal-Mart Money Center by National Bank of Commerce.” We also are a 49 percent owner of First Market Bank, FSB. First Market operates 30 branch offices in the Richmond, Virginia area. Additionally, we own all of the outstanding common stock of numerous non-bank subsidiaries that provide a variety of financial services.

 

On May 9, 2004, NCF announced that it had signed a definitive agreement to merge with SunTrust Banks, Inc. The merger is subject to approval by regulatory authorities and shareholders. The merger is expected to close in the fourth quarter of 2004. Until the consummation of the merger, both parties have agreed to conduct their business in the ordinary course consistent with past practice. In addition, NCF has agreed to additional covenants that place restrictions on the conduct of the business of NCF and its subsidiaries in regards to changes in capital stock,

 

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Table of Contents

indebtedness, contractual obligations and other restrictions normally imposed on the merger aquiree. Additionally, NCF has agreed to sell several NCF branches located in overlapping markets prior to consummation of the merger.

 

PERFORMANCE OVERVIEW

 

Management focuses on five key financial performance drivers in managing our operations and planning for the future. These performance drivers are: net interest margin, revenue growth, efficiency ratio, asset quality, and de novo expansion. Our discussion and analysis of operating results is structured in the context of these key drivers.

 

During the second quarter of 2004, with respect to our key drivers, we experienced:

 

  Continued pressure on our net interest margin due primarily to interest rates remaining at historically low levels for most of the quarter;

 

  An eight percent increase in noninterest income, excluding investment securities gains, over second quarter 2003;

 

  Improvement in our cash operating efficiency ratio to 46.68 percent for second quarter 2004 compared to 49.48 percent for the same period in 2003;

 

  Merger-related expenses of $8 million;

 

  Continued de novo expansion in Atlanta and through our co-branding relationship with Wal-Mart.

 

Net income for the three months ended June 30, 2004 totaled $85 million compared to 2003’s $72 million. Basic and diluted net income per share were $.42 and $.41, respectively, in second quarter 2004 and $.35 in the second quarter of 2003. Annualized returns on average assets and stockholders’ equity were 1.44 percent and 12.11 percent, respectively, for the three months ended June 30, 2004 compared to 1.29 percent and 10.61 percent, respectively, for the three months ended June 30, 2003.

 

Net income for the six months ended June 30, 2004 totaled $175 million compared to 2003’s $136 million. Basic and diluted net income per share were $.86 and $.85, respectively, for the six month ended June 30, 2004 compared to $.66 for the same period in 2003. Annualized returns on average assets and stockholders’ equity were 1.50 percent and 12.57 percent, respectively, for the six months ended June 30, 2004 compared to 1.26 percent and 10.13 percent, respectively, for the six months ended June 30, 2003.

 

CRITICAL ACCOUNTING POLICIES

 

Our consolidated financial statements are prepared in accordance with accounting policies generally accepted in the United States (“GAAP”), which require that we make estimates and assumptions (see Note 1 to the Consolidated Financial Statements) that affect the amounts reported in those financial statements. We have established procedures and processes to facilitate making the judgments necessary to prepare financial statements. In particular, we have identified accounting for loan losses, accounting for the fair value of tangible and intangible assets and accounting for income taxes as the more material items in our financial statements that involve complex accounting estimates and principles and a greater degree of judgment than required for most of our accounting entries. We refer you to our 2003 Annual Report for a more complete summary of our critical accounting policies. In each case, we have identified the variables most important in the estimation process. Management used the best information available to make the estimations necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in key variables could change future valuations and impact net income.

 

Determining our allowance for loan losses inherently entails our making estimates based on future events and involves a large degree of judgment and subjective analysis. The allowance for loan losses is discussed more fully in the section following under the heading “Provision for Loan Losses.”

 

As of June 30, 2004, we have unamortized goodwill totaling $1.1 billion and core deposit intangibles totaling $146 million (see Note 5 to the Consolidated Financial Statements). Mortgage servicing rights totaled $4 million at June

 

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30, 2004. Intangible assets subject to amortization are reviewed for impairment in accordance with GAAP. Goodwill and intangible assets not subject to amortization are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

 

We employ certain tax structures to reduce our tax rate below the statutory rates of the federal and individual state governments. Our estimate of tax expense considers the risk that certain income may be taxed or certain deductions may be disallowed. In the event that tax authorities disagree with our treatment of revenues and expenses, we could incur additional tax expense from prior periods and in the future. Various states have been more aggressively pursuing income taxes due to their budget shortfalls. In addition, states periodically consider legislation that could impact our state tax expense.

 

DISCUSSION AND ANALYSIS OF KEY DRIVERS

 

Net Interest Margin

 

Net interest margin is one of the key drivers as net interest income is our principal source of earnings. Volume, yield/cost and relative mix of both earning assets and interest-bearing and noninterest-bearing sources of funds impact net interest income.

 

The net interest margin for the second quarter of 2004 declined 3 basis points to 3.83 percent from 3.86 percent in the second quarter of 2003. We remain optimistic that we are well positioned to benefit from an anticipated gradual increase in interest rates. New loan production continues to be predominately at lower, variable rates. Currently, more than half of our loans are at variable rates which would improve our net interest margin in the short-term if rates rise. See Tables 1 and 2 for analysis of our net interest margin.

 

Interest-earning Assets and Interest-bearing Liabilities To combat recession fears and slowdowns in the economy, the Federal Reserve has decreased the target federal funds rate during the past three years. Since the beginning of 2001, the Federal Reserve has decreased the target federal funds rate by a total of 550 basis points, with the most recent decrease being 25 basis points in June 2003. In late June 2004, the Federal Reserve has moved forward with a measured approach, increasing the target federal funds rate by 25 basis points. We anticipate continuing gradual increases by the Federal Reserve during the remainder 2004.

 

Each time the Federal Reserve changes the target federal funds rate, our banking subsidiaries adjust their prime lending rate to keep pace with the changes in funding costs. The prime rate charged by our banking subsidiaries changed to 4.25 percent on July 1, 2004 and was 4.00 percent at June 30, 2004 and 2003. Our yield on interest-earning assets has fallen due to the interest rate decreases discussed earlier and the lower-reinvestment rates available as earning assets repaid. We continue to reduce the size of the investment securities portfolio as strong loan growth continues. During second quarter of 2004, the increase in interest income from higher volumes of interest-earning assets was more than offset by the decrease in interest income from lower rates earned on those assets.

 

Corresponding with the falling yields on interest-earning assets, the rates paid on our interest-bearing liabilities have decreased when repriced. Additionally, the long-term debt restructuring undertaken in 2003 decreased our cost of funds. Increases in interest expense due to higher volumes of interest-bearing liabilities were more than offset by decreased interest expense due to lower rates paid on those liabilities. We remain optimistic that a gradual rise in rates will increase net interest income due to the slightly asset sensitive position of the balance sheet and the relatively low current value of noninterest-bearing deposits. Overall, our net interest income increased by $47 million in second quarter of 2004 due to variances in volume from average outstandings in second quarter of 2003 and decreased $35 million due to variances in rates in effect during second quarter 2004 compared to 2003.

 

Our “net free liabilities” (noninterest-bearing liabilities and equity) impact our net interest margin as they provide a free source of funding our asset growth. We focused our sales efforts on increasing noninterest-bearing deposits during 2003 and into 2004 with a resulting increase of $325 million in average noninterest-bearing deposits for the three month period ended June 30, 2004 compared to the same period of 2003. The contribution of “net free liabilities” to the net interest margin (computed as net interest margin less interest rate spread) fell to 25 basis

 

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Table 1. Average Balances and Net Interest Income Analysis

 

     Three Months Ended June 30,

     2004

    2003

In Thousands (1) – Taxable Equivalent Basis


  

Average

Balance


   Interest

  

Average

Yield/

Rate


   

Average

Balance


   Interest

  

Average

Yield/

Rate


Earning assets:

                                    

Loans (2)

   $ 14,033,307      190,774    5.46 %     12,614,546    190,239    6.05

U.S. Treasury and agency obligations (3)

     4,885,766      55,422    4.54       5,319,993    62,529    4.70

States and political subdivision obligations (3)

     80,124      1,817    9.07       106,362    2,158    8.11

Other securities (3)

     1,440,173      19,381    5.38       1,248,182    16,091    5.16

Trading securities

     308,778      2,263    2.93       120,999    437    1.44

Time deposits in other banks

     4,467      9    .87       5,742    17    1.21

Federal funds sold and other short-term investments

     275,289      646    .94       107,462    340    1.27
    

  

  

 

  
  

Total earning assets

     21,027,904      270,312    5.16       19,523,286    271,811    5.58
           

  

        
  

Other assets:

                                    

Cash and due from banks

     459,043                   422,653          

Bank owned life insurance

     331,286                   231,397          

Investment in First Market Bank

     34,342                   29,248          

Premises and equipment

     261,521                   276,227          

Goodwill

     1,090,126                   1,082,077          

Core deposit intangibles

     152,523                   213,065          

All other assets, net

     385,145                   395,442          
    

               

         

Total assets

   $ 23,741,890                 $ 22,173,395          
    

               

         

Interest-bearing liabilities:

                                    

Savings, NOW and money market accounts

   $ 5,824,697      8,839    .61 %   $ 5,765,351    11,006    .76

Jumbo and brokered certificates of deposit

     2,522,513      7,073    1.13       2,032,881    7,378    1.46

Time deposits

     4,865,314      31,198    2.58       4,915,988    36,800    3.00
    

  

  

 

  
  

Total interest-bearing deposits

     13,212,524      47,110    1.43       12,714,220    55,184    1.74

Short-term borrowed funds

     1,741,327      4,924    1.14       1,388,604    4,730    1.37

FHLB advances

     2,495,581      15,968    2.57       2,197,173    21,397    3.91

Trust preferred securities and long-term debt (4)

     282,425      1,545    2.19       299,247    2,101    2.81
    

  

  

 

  
  

Total interest-bearing liabilities

     17,731,857      69,547    1.58       16,599,244    83,412    2.02
           

  

        
  

Other liabilities and stockholders’ equity:

                                    

Demand deposits

     2,700,613                   2,375,641          

Other liabilities

     483,149                   495,573          

Stockholders’ equity

     2,826,271                   2,702,937          
    

               

         

Total liabilities and stockholders’ equity

   $ 23,741,890                   22,173,395          
    

               

         

Net interest income and net interest margin (5)

          $ 200,765    3.83 %          188,399    3.86
           

  

        
  

Interest rate spread (6)

                 3.58 %               3.56
                  

             

 

(1) The taxable equivalent basis is computed using 35% federal and applicable state tax rates in 2004 and 2003. A reconciliation of taxable equivalent interest income, a non- GAAP measure, to GAAP interest income is provided below:

 

In Thousands


   2004

   2003

Taxable equivalent interest income

   $ 270,312    271,811

Less taxable equivalent adjustment for:

           

Loans

     1,492    2,140

Investment securities

     5,272    4,909

Trading account securities

     15    165

Federal funds sold and other short-term investments

     —      4
    

  

GAAP interest income

   $ 263,533    264,593
    

  

 

(2) The average loan balances include nonaccrual loans and loans available for sale.

 

(3) The average balances for debt and equity securities exclude the effect of their mark-to-market adjustment, if any.

 

(4) NCF adopted the provisions of FASB Interpretation No. 46 in the fourth quarter of 2003 and deconsolidated entities that had issued trust preferred securities.

 

(5) Net interest margin is computed by dividing net interest income by total earning assets.

 

(6) Interest rate spread equals the earning asset yield minus the interest-bearing liability rate.

 

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Table 2. Average Balances and Net Interest Income Analysis

 

     Six Months Ended June 30,

     2004

    2003

In Thousands (1) – Taxable Equivalent Basis


  

Average

Balance


   Interest

  

Average

Yield/

Rate


   

Average

Balance


   Interest

  

Average

Yield/

Rate


Earning assets:

                                  

Loans (2)

   $ 13,503,093      375,411    5.49 %   12,296,600    390,100    6.19

U.S. Treasury and agency obligations (3)

     5,069,387      116,325    4.59     5,148,493    122,416    4.75

States and political subdivision obligations (3)

     84,862      3,693    8.70     110,395    4,411    7.99

Other securities (3)

     1,369,988      36,593    5.34     934,406    23,628    5.06

Trading securities

     284,190      4,197    2.95     104,340    1,023    1.96

Time deposits in other banks

     21,245      417    3.95     7,648    42    1.11

Federal funds sold and other short-term investments

     227,120      1,020    .90     79,480    507    1.29
    

  

  

 
  
  

Total earning assets

     20,559,885      537,656    5.19     18,681,362    542,127    5.71
           

  

      
  

Other assets:

                                  

Cash and due from banks

     445,166                 410,675          

Bank owned life insurance

     287,296                 229,814          

Investment in First Market Bank

     33,644                 28,803          

Premises and equipment

     263,600                 267,469          

Goodwill

     1,088,621                 1,079,613          

Core deposit intangibles

     159,245                 221,010          

All other assets, net

     605,656                 816,606          
    

               
         

Total assets

   $ 23,443,113                 21,735,352          
    

               
         

Interest-bearing liabilities:

                                  

Savings, NOW and money market accounts

   $ 5,820,727      17,829    .62 %   5,725,246    22,963    .81

Jumbo and brokered certificates of deposit

     2,406,740      13,489    1.13     1,915,194    14,567    1.53

Time deposits

     4,889,300      63,551    2.62     4,912,935    74,942    3.08
    

  

  

 
  
  

Total interest-bearing deposits

     13,116,767      94,869    1.45     12,553,375    112,472    1.81

Short-term borrowed funds

     1,719,322      9,489    1.11     1,319,415    9,066    1.38

FHLB advances

     2,423,721      31,570    2.62     2,127,422    43,515    4.12

Trust preferred securities and long-term debt (4)

     280,384      3,075    2.19     298,003    4,293    2.88
    

  

  

 
  
  

Total interest-bearing liabilities

     17,540,194      139,003    1.59     16,298,215    169,346    2.09
           

  

      
  

Other liabilities and stockholders’ equity:

                                  

Demand deposits

     2,607,703                 2,258,620          

Other liabilities

     490,596                 479,106          

Stockholders’ equity

     2,804,620                 2,699,411          
    

               
         

Total liabilities and stockholders’ equity

   $ 23,443,113                 21,735,352          
    

               
         

Net interest income and net interest margin (5)

          $ 398,653    3.84 %        372,781    3.92
           

  

      
  

Interest rate spread (6)

                 3.60 %             3.62
                  

           

 

(1) The taxable equivalent basis is computed using 35% federal and applicable state tax rates in 2004 and 2003. A reconciliation of taxable equivalent interest income to GAAP interest income is provided below:

 

In Thousands


   2004

   2003

Taxable equivalent interest income

   $ 537,656    542,127

Less taxable equivalent adjustment for:

           

Loans

     3,147    4,332

Investment securities

     10,425    9,791

Trading account securities

     24    27

Federal funds sold and other short-term investments

     —      8
    

  

GAAP interest income

   $ 524,060    527,969
    

  

 

(2) The average loan balances include nonaccrual loans and loans available for sale.

 

(3) The average balances for debt and equity securities exclude the effect of their mark-to-market adjustment, if any.

 

(4) NCF adopted the provisions of FASB Interpretation No. 46 in the fourth quarter of 2003 and deconsolidated entities that had issued trust preferred securities.

 

(5) Net interest margin is computed by dividing net interest income by total earning assets.

 

(6) Interest rate spread equals the earning asset yield minus the interest-bearing liability rate.

 

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points for the three months ended June 30, 2004 from 30 basis points for the three months ended June 30, 2003. Despite the increase in our average “net free liabilities” of approximately $436 million, the contribution of net free liabilities to our net interest margin declined as a result of the 42 basis point decline in the average yield on our interest-earning assets as discussed previously.

 

Interest Rate Risk Management We manage the interest rate sensitive components of our balance sheet with a view toward achieving consistent net income increases in spite of fluctuations in net interest margin caused by changing interest rates. Interest sensitivity is our primary market risk and is defined as the risk of economic loss resulting from changes in interest rates that negatively impact net interest income. Responsibility for managing interest rate, market and liquidity risks rests with our Asset/Liability Management Committee (“ALCO”). ALCO reviews interest rate and liquidity exposures and, based on its view of existing and expected market conditions, adopts balance sheet strategies that are intended to optimize net interest income to the extent possible while minimizing the risk associated with changes in interest rates.

 

Interest rate sensitivity varies with different types of interest-earning assets and interest-bearing liabilities. Overnight federal funds, on which rates change daily, and loans which are tied to the prime rate are much more interest rate sensitive than fixed-rate securities and loans. Similarly, time deposits of $100,000 and over and money market accounts are much more interest rate sensitive than savings accounts. The shorter-term interest rate sensitivities are the key to measurement of the interest sensitivity gap, or difference between interest-sensitive earning assets and interest-sensitive liabilities. Trying to minimize this gap is a continual challenge in a changing interest rate environment and is one of the objectives of ALCO. ALCO uses Gap Analysis as one method to determine and monitor the appropriate balance between interest-sensitive assets and interest-sensitive liabilities.

 

Gap Analysis measures the interest sensitivity of assets and liabilities at a given point in time. The interest sensitivity of assets and liabilities is based on the timing of contractual maturities and repricing opportunities. A positive interest-sensitive gap occurs when interest-sensitive assets exceed interest-sensitive liabilities. The reverse situation results in a negative gap. Management believes that an essentially balanced position (+/- 15 percent of tangible assets) between interest-sensitive assets and liabilities is necessary in order to protect against wide fluctuations in interest rates. An analysis of our interest sensitivity position at June 30, 2004 is presented in Table 3. At June 30, 2004, we had a cumulative “negative gap” (interest-sensitive liabilities, equity and interest rate swaps exceeded interest-sensitive assets) of $720 million or 3 percent of total assets over a twelve-month horizon. This compares to a cumulative “negative gap” of $821 million or 3.57 percent of total assets over a twelve-month horizon at December 31, 2003. The ratio of assets to liabilities, equity and interest rate swaps was .94x at June 30, 2004 compared to .93x at December 31, 2003. In 2003, ALCO decided that a change in our gap position was prudent due to its expectation that short-term interest rates would begin a gradual increase during 2004. As a result of the asset sensitive gap position in the less than 30 day category, as shown in Table 3, increases in interest rates could have a positive impact on our net interest margin until our interest-bearing liabilities reprice to higher rates.

 

Gap Analysis is a limited measurement tool, however, because it does not incorporate the interrelationships between interest rates charged or paid, balance sheet trends and reaction to interest rate changes. In addition, a gap analysis model does not consider that changes in interest rates do not affect all categories of assets and liabilities equally or simultaneously. Therefore, ALCO uses Gap Analysis as a tool to monitor changes in the balance sheet structure. To estimate the impact that changes in interest rates would have on our earnings, ALCO uses Simulation Analysis. ALCO prepares and reviews the Simulation Analysis quarterly. The most recent Simulation Analysis was as of May 31, 2004 and those results do not vary significantly from those that would have been obtained for an analysis as of June 30, 2004.

 

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Table 3. Interest Sensitivity Analysis

 

     As of June 30, 2004 (1)

In Thousands


   30 Days
Sensitive


    6 Months
Sensitive


   

6 Months

to 1 Year
Sensitive


    Total
Sensitive


    Beyond 1
Year
Sensitive


    Total

Assets:

                                    

Short term investments

   $ 520,898     —       —       520,898     —       520,898

Investment securities

     533,196     280,345     339,753     1,153,294     5,104,014     6,257,308

Loans

     7,575,546     982,738     1,012,371     9,570,655     4,954,771     14,525,426

Other assets

     —       —       —       —       2,740,485     2,740,485
    


 

 

 

 

 

Total assets

     8,629,640     1,263,083     1,352,124     11,244,847     12,799,270     24,044,117
    


 

 

 

 

 

Liabilities:

                                    

Noninterest DDA

     238,598     477,197     —       715,795     2,146,951     2,862,746

Savings deposits

     853,364     555,938     555,938     1,965,240     3,838,932     5,804,172

Time deposits

     2,549,169     1,693,313     1,148,854     5,391,336     1,956,211     7,347,547

Short-term borrowed funds

     1,498,305     —       10,000     1,508,305     200,000     1,708,305

Long-term debt

     1,819,367     39,444     495     1,859,306     1,301,572     3,160,878

Other liabilities

     —       —       —       —       378,357     378,357
    


 

 

 

 

 

Total liabilities

     6,958,803     2,765,892     1,715,287     11,439,982     9,822,023     21,262,005

Total equity

     —       —       —       —       2,782,112     2,782,112
    


 

 

 

 

 

Total liabilities and equity

     6,958,803     2,765,892     1,715,287     11,439,982     12,604,135     24,044,117
    


 

 

 

 

 

Interest rate swaps:

                                    

Pay floating/receive fixed

     300,000     225,000     —       525,000     (525,000 )   —  
    


 

 

 

 

 

Total interest rate swaps

     300,000     225,000     —       525,000     (525,000 )   —  
    


 

 

 

 

 

Interest sensitivity gap

     1,370,837     (1,727,809 )   (363,163 )   (720,135 )          
    


 

 

 

         

Cumulative gap

   $ 1,370,837     (356,972 )   (720,135 )                
    


 

 

               

Cumulative ratio of assets to liabilities, equity and interest rate swaps

     1.19 x   .97     .94                  
    


 

 

               

Cumulative gap to total assets

     5.70 %   (1.48 )   (3.00 )                
    


 

 

               

 

Comparative Interest Sensitivity Gap

 

     As of December 31, 2003

In Thousands


   30 Days
Sensitive


    6 Months
Sensitive


    6 Months
to 1 Year
Sensitive


    Total
Sensitive


   Beyond 1
Year
Sensitive


   Total

Cumulative gap

   $ 1,634,139     (326,487 )   (821,082 )              
    


 

 

             

Cumulative ratio of assets to liabilities, equity and interest rate swaps

     1.26 x   .97     .93                
    


 

 

             

Cumulative gap to total assets

     7.10 %   (1.42 )   (3.57 )              
    


 

 

             

 

(1) Assets and liabilities that mature in one year or less and/or have interest rates that can be adjusted during this period are considered interest-sensitive. The interest sensitivity position has meaning only as of the date for which it is prepared.

 

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Simulation Analysis is performed using a computer-based asset/liability model incorporating current portfolio balances and rates, contractual maturities, repricing opportunities, and assumptions about prepayments, future interest rates and future volumes. Using this information, the model calculates earnings estimates under multiple interest rate scenarios. To measure the sensitivity of our earnings, the results of multiple simulations, which assume changes in interest rates, are compared to the “base case” simulation, which assumes no changes in interest rates. The sensitivity of earnings is expressed as a percentage change in comparison to the “base case” simulation. The model assumes an immediate parallel shift in the interest rate environment. Using data as of May 31, 2004, a 100 basis point increase is projected to decrease net income .6 percent and a 100 basis point decrease is projected to decrease net income 4.4 percent. The model uses asymmetrical pricing assumptions with respect to certain borrowings whereby interest rates are assumed not to be able to fall as much as they are able to rise (a floor is established but no ceiling). With call risk, in a falling interest rate environment, issuer calls of higher yielding securities produce excess cash that would be re-invested at the lower rates available in the market. In a rising rate environment, maturities of lower-yielding callable securities are extended and less cash is generated for re-investment at the higher market rates available.

 

As of June 30, 2004, management believes that NCF is positioned to avoid material negative changes in net income resulting from future changes in interest rates. Management continues to target a relatively neutral position relative to future interest rate increases in the event that interest rates increase in 2004. If simulation results show that earnings sensitivity exceeds the targeted limit, ALCO will adopt on-balance sheet and/or off-balance sheet strategies to bring earnings sensitivity within target guidelines. ALCO reviews the interest-earning and interest-bearing portfolios to ensure a proper mix of fixed- and variable-rate products.

 

Estimating the amount of interest rate risk requires using significant assumptions about the future. These estimates will be different from actual results for many reasons, including but not limited to, changes in the growth of the overall economy, changes in credit spreads, market interest rates moving in patterns other than the patterns chosen for analysis, changes in customer preferences, changes in tactical and strategic plans and changes in Federal Reserve policy. Stress testing is performed quarterly on all market risk measurement analyses to help understand the relative sensitivity of key assumptions and thereby better understand and evaluate our risk profile.

 

Management will continue to monitor our interest sensitivity position with the goals of ensuring adequate liquidity while at the same time seeking profitable spreads between the yields on funding uses and the rates paid for funding sources.

 

Revenue Growth

 

Revenue growth is our second identified driver. Revenue consists of net interest income, discussed above, and noninterest income. Growth in noninterest income is, and will continue to be, a significant factor in determining our financial success. Noninterest income as a percentage of total revenues (taxable equivalent basis) was 38.23 percent in second quarter 2004 compared to second quarter 2003’s 38.39 percent. Excluding net investment securities gains and gains on branch sales, the percentages would be 37.99 percent and 37.59 percent, respectively. The largest increases in noninterest income in second quarter 2004 compared to second quarter 2003 were asset management fees, mortgage banking and other noninterest income.

 

Service charges on deposit accounts are our largest single category of noninterest income. Despite our higher volume of deposit accounts, our service charge revenue growth has been restrained over the last 12 months by the Wal-Mart interchange settlement, by commercial deposit customers maintaining higher deposit balances as interest rates on overnight sweep opportunities are not as attractive, by commercial customers processing more electronic and less paper transactions, by the rollout of our free Internet bill pay, and by the continued conversion by our retail customers of fee-paying checking accounts to no-fee products. We review our deposit products and service charge structure periodically to ensure that we are competitive with the marketplace. We anticipate growth in deposit service charge income as we emphasize transaction account deposit growth.

 

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Table of Contents

Our mortgage banking income increased in the second quarter 2004 to $13 million from $11 million in second quarter 2003. The mortgage industry experienced unprecedented levels of refinancings during the first three quarters of 2003 due to the lowest mortgage rates in many years. For approximately the last year, we retained the servicing rights on newly originated, conforming loans eligible for sale in the secondary market due to unusually low market values. During the second quarter of 2004, we realized a gain of $3 million on the sale of retained mortgage servicing rights. We have resumed quarterly mortgage servicing sales which will provide anticipated revenues of $1 million each quarter. Going forward, we will benefit from lower mortgage servicing rights amortization expense totaling approximately $1 million each quarter.

 

Broker/dealer revenues were down $1 million in second quarter 2004 to $27 million from second quarter 2003 For the six months ended June 30, 2004, broker/dealer revenues were $52 million compared to $49 million for the same period of 2003 due primarily to sales of trust preferred securities to institutional customers. We expect broker/dealer revenues in 2004 to be lower than 2003’s due to the anticipated interest rate increases discussed previously. Changes in interest rate levels or equity markets could significantly impact these revenues.

 

In 2002, we began to extend our wealth management programs throughout our NCF footprint with the goal of synchronizing private banking, trust, brokerage and our First Mercantile retirement plan products to provide complete wealth management solutions. In response to those efforts, asset management fees have risen steadily over the past five quarters. First Mercantile continues to market their retirement plan products to other financial providers. Despite the difficult year First Mercantile faced in 2003, it added over 600 net new plans to their platform. Asset management income was $16 million for the second quarter of 2004 compared to $13 million for the second quarter 2003. Year to date June 30, 2004 asset management income was $32 million compared to $26 million for the same period of 2003.

 

Other noninterest income increased in second quarter 2004 over 2003 due primarily to our expanded bank owned life insurance program and income from a customer survey subsidiary acquired in the first quarter of 2004.

 

In the first quarter of 2004, we recognized $11 million of investment securities gains. The market rates in effect presented us with the opportunity to take some of the gains in the investment portfolio and, with our expectation that rates might rise in 2004, we determined that it was in our best interest to sell investments from the available for sale portfolio. We do not anticipate significant securities sales during the remainder of 2004.

 

Efficiency

 

Management looks to our efficiency ratio as a key indicator of how well we manage the noninterest cost of operating our diverse institution. NCF’s second quarter operating cash efficiency ratio, defined as cash operating noninterest expense divided by operating revenues, has improved 280 basis points to 46.68 percent from second quarter 2003’s 49.48 percent. While operating revenues improved over the second quarter of last year, progress was also made in most of the major expense categories. Personnel, occupancy and equipment each declined or were essentially flat versus the prior year quarter. Other expense increased $4 million, with the majority of the increase occurring in the discretionary areas such as advertising, charitable contributions and consulting.

 

With the announcement of the NCF/SunTrust merger, the agreement with the consultant utilized to facilitate the efficiency project has been terminated which resulted in an expense of $1 million included in the merger-related expenses. Additionally, the second quarter included expenses of $2 million related to the project. However, our effort to improve operational efficiency remains a top initiative and now has become a major responsibility of the NCF/SunTrust integration teams. Benefits to the bottom line are anticipated to continue throughout this year and into 2005, subject to the integration with SunTrust.

 

Table 4 presents efficiency ratios for the second quarter 2004, first quarter 2004 and second quarter 2003. Included within Table 4 is our efficiency ratio computed on a cash operating basis. Management uses a cash operating efficiency ratio as a key performance indicator rather a ratio computed using GAAP measures. Accordingly, our cash operating efficiency ratio is a non-GAAP financial measure that is reconciled to the most

 

24


Table of Contents

comparable GAAP measure in the table below. Management believes that certain noninterest expenses included in the GAAP measure are not fairly indicative of the on-going cost to operate our business. For example, merger expenses and gains or losses on investment securities are not considered part of our core earnings. Core deposit intangible amortization is a noninterest expense related to an intangible asset that was recorded due to the accounting basis of certain acquisitions. Accordingly, such items have been excluded in computing our cash operating efficiency ratio. Our goal for 2004 is to maintain a cash operating efficiency ratio of less than 48 percent.

 

Table 4. Efficiency Ratios

 

     Three Months Ended

 

In Thousands


  

June

2004


    March
2004


    June
2003


 

Noninterest expense

   $ 174,657     163,726     180,604  
    


 

 

Net interest income (TE) (1)

   $ 200,765     197,888     188,399  

Noninterest income

     124,248     119,938     117,418  
    


 

 

Total revenues

   $ 325,013     317,826     305,817  
    


 

 

Efficiency ratio (TE)

     53.74 %   51.51     59.06  
    


 

 

Noninterest expense

   $ 174,657     163,726     180,604  

Less:

                    

Core deposit intangible and goodwill amortization

     (12,901 )   (13,639 )   (15,673 )

First Mercantile litigation

     —       —       (1,041 )

Employment contract terminations

     —       —       (14,108 )

Debt retirement/prepayment penalties (gains)

     —       —       326  

Merger-related expenses

     (8,290 )   —       —    

Other items (2)

     (2,123 )   (2,543 )   —    
    


 

 

Cash operating noninterest expense

   $ 151,343     147,544     150,108  
    


 

 

Net interest income (TE) (1)

   $ 200,765     197,888     188,399  

Noninterest income

     124,248     119,938     117,418  

Less:

                    

(Gain) loss on branch sales

     (714 )   (45 )   —    

Investment securities (gains) losses

     (66 )   (10,918 )   (2,460 )
    


 

 

Operating revenues

   $ 324,233     306,863     303,357  
    


 

 

Cash operating efficiency ratio (TE)

     46.68 %   48.08     49.48  
    


 

 

 

(1) The taxable equivalent adjustment to net interest income is computed using a 35% federal tax rate and applicable state tax rates. See reconciliation to GAAP interest income in Table 1.

 

(2) Comprised of expenses related to consulting project, severance and branch closures.

 

Core deposit intangible amortization expense decreased $3 million in second quarter of 2004 from second quarter of 2003. This decrease is consistent with the accelerated amortization method we use. During 2003, core deposit intangibles were reduced by $3 million in connection with deposits sold in branch sales. We anticipate 2004’s core deposit intangible amortization will be approximately $51 million. Year to date at June 30, 2004, core deposit intangible amortization totaled $27 million compared to $32 million for the same period of 2003.

 

Asset Quality

 

Nonperforming Loans and Nonperforming Assets. Nonperforming loans and nonperforming assets have experienced moderate improvement over the last four quarters. During 2003, we charged-off $11 million of known problem loans within our aircraft portfolio and do not expect any future significant losses in this portfolio. The ratio of nonperforming loans to loans outstanding (all ratios computed excluding loans held for sale) was .27 percent at June 30, 2004 compared to .24 percent at December 31, 2003 and .27 percent at June 30, 2003. At June 30, 2004, total nonperforming assets (consisting of nonperforming loans, foreclosed real estate and other repossessed assets) amounted to $65 million or .46 percent of outstanding loans plus other real estate acquired through foreclosure and

 

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other repossessed assets. This compares to $64 million or .49 percent at December 31, 2003 and $66 million or .53 percent at June 30, 2003.

 

Allowance for Loan Losses. Management considers determination of the amount of the allowance for loan losses to be a critical accounting estimate and performs periodic analysis of the loan portfolio to determine its appropriateness. The overall allowance analysis considers the results of the loan reviews, quantitative and qualitative indicators of the current quality of the loan portfolio and the inherent risk of loss not captured in the reviews and assessments of pools of loans. Management responsible for credit and financial matters performs the assessment and determines the amount of the allowance for loan losses.

 

The allowance for loan losses at June 30, 2004 increased $5 million to $178 million or 1.26 percent of total loans. This compares to $170 million and 1.31 percent at December 31, 2003 and $167 million and 1.35 percent at June 30, 2003. The ratio of the allowance to total loans declined in order to reflect the continued improvement in the asset quality measures and a growing unallocated reserve. Additionally, coverage levels of net charge-offs and nonperforming loans improved to 5.69 times and 4.74 times, respectively, at June 30, 2004 and remain significantly above industry levels.

 

The unallocated allowance for loan losses increased to $52 million at June 30, 2004 compared to $50 million at December 31, 2003 and $48 million at June 30, 2003. We believe the level of unallocated reserve is appropriate given that the economy has not yet experienced consistent trends in economic recovery indicators, we have higher levels of nonperforming loans than experienced one year ago and anticipated rising interest rates could increase debt service requirements on borrowers.

 

Table 5 summarizes indicators of portfolio quality and the allowance for loan losses as of and for the five quarters ended June 30, 2004.

 

Table 5. Indicators of Portfolio Quality and Allowance for Loan Losses

 

     2004

    2004

   2003

   2003

   2003

In Thousands


   Second
Quarter


   

First

Quarter


   Fourth
Quarter


  

Third

Quarter


   Second
Quarter


Loans outstanding (1)

   $ 14,191,270     13,418,567    13,034,948    12,897,774    12,411,446

Ratio of allowance for loan losses to loans outstanding

     1.26 %   1.29    1.31    1.34    1.35

Average loans outstanding for the period (1)

   $ 13,766,675     13,239,512    12,992,875    12,736,334    12,220,225

Ratio of annualized net charge-offs to average loans for the period

     .23 %   .28    .43    .31    .29

Ratio of recoveries to charge-offs for the period

     20.99     14.44    14.48    11.80    14.23

Ratio of nonperforming loans to:

                           

Loans outstanding

     .27     .26    .24    .28    .27

Total assets

     .16     .15    .13    .16    .15

Ratio of nonperforming assets to:

                           

Loans outstanding plus foreclosed real estate and other repossessed assets

     .46     .48    .49    .52    .53

Total assets

     .27     .28    .28    .29    .29

Allowance for loan losses to total nonperforming loans

     4.74 x   4.99    5.55    4.79    4.94

 

(1) Excluding loans held for sale.

 

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The provision for loan losses during the second quarter of 2004 and 2003 was $13 million. Net loan charge-offs totaled $8 million in the second quarter of 2004 and $9 million in the second quarter of 2003, representing .23 percent and .29 percent (annualized) net charge-offs to average loans for the respective periods.

 

Provision for loan losses during the six months ended June 30, 2004 and 2003 was $25 million and $21 million, respectively. Net loan charge-offs totaled for the six months period ended June 30, 2004 was $17 million, representing .25 percent (annualized) net charge-offs to average loans. For the six month period ended June 30, 2003, these totals were $17 million and .27 percent, respectively. We continue to target a net charge-off range of .25 percent to .30 percent for the full year of 2004.

 

Management considers many quantitative ratios and factors in its ultimate determination of the allowance for loan losses including: coverage ratio, the level of nonperforming loans and past due loans, the level of unallocated reserve and our loan mix. Qualitative factors considered include considerations of overall interest rates, political conditions, legislation that may directly or indirectly affect the banking industry and economic conditions in the geographical areas and industries in which we do business.

 

Management believes that the allowance for loan losses is adequate to absorb estimated probable losses inherent in the loan portfolio. The most recent regulatory agency examinations have not revealed any material problem credits that had not been previously identified; however, future regulatory examinations may result in the regulatory agencies requiring adjustments to the allowance for loan losses based on information available at the date of examination.

 

De Novo Expansion

 

Each of the de novo expansion initiatives experienced another strong quarter of growth with Asheville and Savannah (acquired from Wachovia), Atlanta, and the pilot Wal-Mart Money Centers each growing end-of-period loan balances by double digits and at a pace faster than NCF as a whole. Table 6 provides information regarding loan and deposit growth for our de novo markets.

 

Table 6. De Novo Loans and Deposits

 

In Thousands


   June 30,
2004


   March 31,
2004


   June 30,
2003


Loans:

                

Asheville and Savannah

   $ 429,041    399,065    320,854

Atlanta

     400,291    335,304    150,790

Wal-Mart Money Center

     83,453    78,008    55,171
    

  
  

Total

   $ 912,785    812,377    526,815
    

  
  

Deposits:

                

Asheville and Savannah

   $ 637,209    648,224    627,466

Atlanta

     571,013    555,857    382,006

Wal-Mart Money Center

     518,402    497,244    403,573
    

  
  

Total

   $ 1,726,624    1,701,325    1,413,045
    

  
  

 

During the quarter, we opened a total of nine traditional and eight in-store locations. Of the total, seven traditional locations were opened in Atlanta. The proposed remaining build out in Atlanta is now on hold as NCF and SunTrust evaluate overlap in their respective markets. Our commitment to our partnership with Wal-Mart continues, with the opening of five additional locations in the second quarter of 2004 and planning to open an additional 13 in the second half of 2004.

 

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CAPITAL RESOURCES AND REGULATORY CAPITAL

 

Capital Resources. Our ratio of average equity to average assets has fallen from 12.19 percent for the second quarter 2003 to 11.90 percent for second quarter 2004 due to the increase in our average assets. Our book value per share at June 30, 2004 was $13.57 compared to $13.31 at June 30, 2003. The effect of unrealized losses on investment securities available for sale, net of applicable tax expense, decreased period-end stockholders’ equity by $73 million from December 31, 2003. As of June 30, 2004, unrealized net losses on investment securities available for sale, net of applicable tax expense, totaled $62 million and eroded $.30 per share of period-end book value.

 

On July 20, 2004, NCF’s Board of Directors declared a quarterly cash dividend of $.2475 per common share payable September 15, 2004 to shareholders of record August 31, 2004.

 

Regulatory Capital. Bank holding companies are required to comply with the Federal Reserve’s risk-based capital guidelines requiring a minimum leverage ratio relative to average total assets and minimum capital ratios relative to risk-adjusted assets. The minimum leverage ratio is 3 percent if the holding company has the highest regulatory rating and meets other requirements but the leverage ratio required may be raised from 100 to 200 basis points if the holding company does not meet these requirements. The minimum risk-adjusted capital ratios are 4 percent for Tier I capital and 8 percent for total capital. Additionally, the Federal Reserve may set capital requirements higher than the minimums we have described for holding companies whose circumstances warrant it. Each of our banking subsidiaries is subject to similar risk-based and leverage capital requirements adopted by its applicable federal banking agency. Each continues to maintain higher capital ratios than required under regulatory guidelines and all were considered to be “well-capitalized” as of June 30, 2004. Table 7 discloses our components of capital, risk-adjusted asset information and capital ratios.

 

Table 7. Capital Information and Ratios

 

     As of June 30, 2004

     NCF

   NBC

In Thousands


  

Regulatory

Minimum


    Actual

   Regulatory
Minimum


    Actual

Tier I capital

   $ 683,945       1,857,388    675,655     1,666,458

Tier II capital —

                         

Allowable loan loss reserve

             178,438          178,022
            

        

Total capital

     1,367,890       2,035,826    1,351,310     1,844,480
    


 

  

 

Risk-adjusted assets

           $ 17,098,630          16,891,383

Average regulatory assets

             22,492,584          22,234,899

Tier I capital ratio

     4.00 %     10.86    4.00 %   9.87

Total capital ratio

     8.00       11.91    8.00     10.92

Leverage ratio

     3.00       8.26    3.00     7.49

 

OTHER ACCOUNTING MATTERS

 

On March 9, 2004, the SEC staff issued a Staff Accounting Bulletin that require all registrants to account for mortgage loan interest rate lock commitments related to loans held for sale as written options, effective no later than for commitments entered into after March 31, 2004. NCF enters into such commitments with customers in connection with residential mortgage loan applications. This guidance requires NCF to recognize a liability on its balance sheet equal to the fair value of the commitment at the time the loan commitment is issued. As a result, this guidance delays the recognition of any revenue related to these commitments until such time as the loan is sold; however, it has no effect on the ultimate amount of revenue or cash flows recognized over time. Implementation of this guidance during the second quarter of 2004 did not have a material impact on NCF.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Market risk reflects the risk of economic loss resulting from adverse changes in market price and interest rates. This risk of loss can be reflected in diminished current market values and/or reduced potential net interest income in future periods.

 

NCF’s market risk arises primarily from interest rate risk inherent in its lending and deposit-taking activities. The structure of NCF’s loan and deposit portfolios is such that a significant rise or decline in interest rates may adversely impact net market values and net interest income. NCF is not subject to currency exchange risk or commodity price risk. Responsibility for monitoring interest rate risk rests with ALCO, comprised of senior management. ALCO regularly reviews NCF’s interest rate risk position and adopts balance sheet strategies that are intended to optimize net interest income while maintaining market risk within a set of Board-approved guidelines.

 

Management believes that there have been no other significant changes in market risk as disclosed in NCF’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

Item 4. Controls and Procedures

 

(a). Evaluation of Disclosure Controls and Procedures

 

NCF maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to NCF’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management’s control objectives. NCF also has an investment in an unconsolidated entity which is not under our control. Consequently, our disclosure controls and procedures with respect to such entity are necessarily more limited than those we maintain with respect to our consolidated subsidiaries.

 

Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of NCF’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that NCF’s disclosure controls and procedures are effective in timely alerting them to material information relating to NCF (including its consolidated subsidiaries) that is required to be included in our Exchange Act filings.

 

(b). Changes in Internal Controls

 

During the three months ended June 30, 2004, there were no significant changes in the Company’s internal control over financial reporting that materially affected, or that are reasonably likely to affect, the Company’s internal control over financial reporting.

 

Special Note Regarding Analyst Reports

 

Investors should also be aware that while NCF’s management does, from time to time, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that NCF agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of NCF.

 

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Table of Contents

PART II. OTHER INFORMATION

 

Item 2. Purchases of Equity Securities by the Issuer

 

     Total Number
of Shares
Repurchased


   Average Price
Paid per
Share


   Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs


   Maximum Number
of Shares That May
Be Purchased Under the
Plans or Programs


April 1 through 30

   522,100    $ 27.02    522,100    3,591,094

 

On April 29, 2004, the Board of Directors authorized the purchase of three million shares of NCF common stock in addition to the 1,113,194 shares that were remaining from the January 29, 2004 authorization. Both authorizations expire December 31, 2004. NCF has not determined to terminate the program and no programs expired during the period covered by the table. However, with the May announcement of NCF’s pending merger with SunTrust, share repurchase activity was suspended.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders of National Commerce Financial Corporation was held April 28, 2004 at 10:00 a.m. (CDT), One Commerce Square, Memphis, Tennessee.

 

The following are the voting results on each matter submitted to the shareholders:

 

1. To elect five directors

 

     For

   Withheld/Against

Blake P. Garrett Jr.

   161,447,924    2,607,830

Thomas M. Garrott

   159,748,014    4,307,741

C. Dan Joyner

   161,497,194    2,558,559

W. Neely Mallory, Jr.

   160,748,316    3,307,439

Eric B. Munson

   161,188,481    2,867,274

 

2. To ratify the Board of Director’s appointment of KPMG LLP, independent certified accountants, as auditors of NCF for the year ending December 31, 2004

 

For


   Withheld/Against

     Exceptions/Abstentions

159,804,427

   3,906,922      344,403

 

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Table of Contents
Item 6. Exhibits and Reports on Form 8-K

 

(a). Exhibits

 

10       Employment Agreement dated April 26, 2004 by and between Registrant and James R. Gordon.
31.1    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32       Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1    Amendment to 2002 National Commerce Financial Corporation Plan for Severance Compensation After a Change in Control

 

(b). Reports on Form 8-K

 

A current report on Form 8-K dated April 15, 2004 was filed April 16, 2004 under Item 7 and Item 12 furnishing a copy of the March 31, 2004 earnings release and supplemental financial tables discussed during the April 16, 2004 investor conference call and audio web cast.

 

A current report on Form 8-K dated May 5, 2004 was filed May 5, 2004 under Item 10 reporting Amendments to the Registrant’s Code of Conduct for Officers and Associates and the Code of Conduct for Directors.

 

A current report on Form 8-K dated May 10, 2004 was filed May 11, 2004 under Item 9 announcing that a definitive merger agreement with SunTrust Banks, Inc. had been signed May 9, 2004.

 

An amended current report on Form 8-K/A dated May 19, 2004 was filed May 19, 2004 under Item 7 and Item 10 providing a copy of the National Commerce Financial Corporation’s Code of Conduct for Officers and Associates, as amended and the National Commerce Financial Corporation’s Code of Conduct for Directors.

 

A current report on Form 8-K dated May 7, 2004 was filed May 21, 2004 under Item 5 and Item 7 providing a copy of the Agreement and Plan of Merger by and between National Commerce Financial and SunTrust Banks, Inc.

 

A current report on Form 8-K dated June 3, 2004 was filed June 4, 2004 under Item 7 and Item 9 providing a copy of a slide package prepared for use on June 3, 2004 at the Sanford C. Bernstein Strategic Decisions Conference.

 

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SIGNATURES

 

Pursuant to the requirements 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.

 

   

NATIONAL COMMERCE FINANCIAL CORPORATION

       

Registrant

Date: August 9, 2004

     

/s/ JOHN M. PRESLEY

       

John M. Presley

       

Chief Financial Officer

 

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