UNION PLANTERS CORPORATION - FORM 10-Q
Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

(Union Planters Logo)

FORM 10-Q

     
x
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended March 31, 2004
     
OR
     
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the transition period _________ to ________

Commission File No. 1-10160

UNION PLANTERS CORPORATION
(Exact name of registrant as specified in its charter)

     
Tennessee   62-0859007

 
 
 
(State of incorporation)   (IRS Employer Identification No.)

Union Planters Corporation
6200 Poplar Avenue
Memphis, Tennessee 38119


(Address of principal executive offices)

Registrant’s telephone number, including area code: (901) 580-6000

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes x        No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x        No o

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

     
Class   Outstanding at April 30, 2004

 
 
 
Common stock $5 par value   190,019,883

 


UNION PLANTERS CORPORATION AND SUBSIDIARIES
Form 10-Q For the Three Months Ended March 31, 2004

INDEX

         
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    32  
CERTIFICATIONS
    34  
 EX-31 SECTION 302 CERTIFICATIONS OF THE CEO & CFO
 EX-32.A SECTION 906 CERTIFICATION OF THE CEO
 EX-32.B SECTION 906 CERTIFICATION OF THE CFO

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Part I. FINANCIAL INFORMATION

Item 1 — Financial Statements (unaudited)

UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)

                         
    March 31,    
   
  December 31,
    2004
  2003
  2003
    (Dollars in thousands, except per share data)
Assets
                       
Cash and due from banks
  $ 741,678     $ 842,860     $ 961,986  
Interest-bearing deposits at financial institutions
    72,309       105,452       84,590  
Federal funds sold and securities purchased under agreements to resell
    10,567       43,885       699,800  
Trading account assets
    297,734       294,669       343,089  
Loans held for resale
    1,141,788       2,081,114       832,474  
Available for sale securities
    5,211,084       6,083,615       4,955,877  
Loans:
                       
Commercial, financial and agricultural
    4,904,737       5,176,219       5,007,404  
Foreign
    284,223       188,366       258,713  
Accounts receivable — factoring
    641,566       732,154       595,337  
Real estate — construction
    2,343,970       2,313,278       2,304,309  
Real estate — mortgage
                 
Secured by 1-4 family residential
    3,476,528       4,281,303       3,515,057  
Non-farm, nonresidential properties
    5,164,793       5,098,396       5,139,525  
Multi-family (5 or more) residential
    868,239       822,713       856,094  
Secured by farmland
    467,805       482,903       474,456  
Home equity
    2,174,520       1,674,379       2,062,582  
Consumer
    1,719,029       1,900,904       1,759,076  
Direct lease financing
    44,417       67,012       47,926  
 
   
 
     
 
     
 
 
Total loans
    22,089,827       22,737,627       22,020,479  
Less: Unearned income
    (24,539 )     (23,012 )     (24,442 )
Allowance for losses on loans
    (308,763 )     (350,962 )     (330,826 )
 
   
 
     
 
     
 
 
Net loans
    21,756,525       22,363,653       21,665,211  
Mortgage servicing rights, net
    324,966       240,287       352,105  
Accrued interest receivable
    158,467       204,454       168,418  
Premises and equipment, net
    494,897       532,663       513,496  
Goodwill, net
    743,185       743,212       743,185  
Other intangibles, net
    157,955       183,441       167,921  
Other assets
    386,809       441,523       422,577  
 
   
 
     
 
     
 
 
Total assets
  $ 31,497,964     $ 34,160,828     $ 31,910,729  
 
   
 
     
 
     
 
 
Liabilities and shareholders’ equity
                       
Deposits
                       
Noninterest-bearing
  $ 5,498,829     $ 5,109,821     $ 5,384,335  
Time deposits of $100,000 and over
    1,494,822       1,636,165       1,576,916  
Other interest-bearing
    15,751,107       17,797,243       16,184,933  
 
   
 
     
 
     
 
 
Total deposits
    22,744,758       24,543,229       23,146,184  
Short-term borrowings
    2,013,696       2,517,165       2,451,285  
Short- and medium-term senior notes
    608,176       601,300       597,892  
Federal Home Loan Bank advances
    428,598       959,687       428,903  
Other long-term debt
    1,631,270       1,201,349       1,598,405  
Accrued interest, expenses and taxes
    205,475       258,630       158,778  
Other liabilities
    759,567       789,909       463,643  
 
   
 
     
 
     
 
 
Total liabilities
    28,391,540       30,871,269       28,845,090  
 
   
 
     
 
     
 
 
Commitments and contingent liabilities (Note 15)
                 
Shareholders’ equity
                       
Convertible preferred stock
          10,110       9,603  
Common stock, $5 par value; 300,000,000 shares authorized; 190,019,520 issued and outstanding (198,737,222 at March 31, 2003 and 188,918,687 at December 31, 2003)
    950,098       993,686       944,593  
Additional paid-in capital
    568,889       542,265       554,722  
Retained earnings
    1,599,551       1,706,733       1,590,355  
Unearned compensation
    (41,039 )     (21,603 )     (36,081 )
Accumulated other comprehensive income
    28,925       58,368       2,447  
 
   
 
     
 
     
 
 
Total shareholders’ equity
    3,106,424       3,289,559       3,065,639  
 
   
 
     
 
     
 
 
Total liabilities and shareholders’ equity
  $ 31,497,964     $ 34,160,828     $ 31,910,729  
 
   
 
     
 
     
 
 

The accompanying notes are an integral part of these consolidated financial statements.

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UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited)

                 
    Three Months Ended
    March 31,
    2004
  2003
    (Amounts in thousands,
    except per share data)
Interest income
               
Interest and fees on loans
  $ 293,597     $ 342,327  
Interest on available for sale securities
               
Taxable
    44,859       51,757  
Tax-exempt
    4,202       8,633  
Interest on deposits at financial institutions
    274       452  
Interest on federal funds sold and securities purchased under agreements to resell
    312       155  
Interest on trading account assets
    1,763       2,287  
Interest on loans held for resale
    9,927       28,009  
 
   
 
     
 
 
Total interest income
    354,934       433,620  
 
   
 
     
 
 
Interest expense
               
Interest on deposits
    56,015       80,412  
Interest on short-term borrowings
    4,655       9,272  
Interest on long-term debt
    27,176       32,613  
 
   
 
     
 
 
Total interest expense
    87,846       122,297  
 
   
 
     
 
 
Net interest income
    267,088       311,323  
Provision for losses on loans
    62,823       48,649  
 
   
 
     
 
 
Net interest income after provision for losses on loans
    204,265       262,674  
 
   
 
     
 
 
Noninterest income
               
Service charges on deposit accounts
    55,624       57,722  
Mortgage banking revenues, net
    1,324       4,673  
Factoring commissions and fees
    9,787       9,900  
Professional employment organization, net revenues
    5,811       6,391  
Bankcard transaction fees
    9,577       9,683  
Available for sale securities gains, net
    31,861       18,956  
Financial services revenues
    19,514       17,734  
Other income
    41,912       24,467  
 
   
 
     
 
 
Total noninterest income
    175,410       149,526  
 
   
 
     
 
 
Noninterest expense
               
Salaries and employee benefits
    137,374       136,918  
Net occupancy expense
    25,630       25,743  
Equipment expense
    20,431       20,194  
Other intangibles amortization
    5,042       5,290  
Other expense
    88,229       81,515  
 
   
 
     
 
 
Total noninterest expense
    276,706       269,660  
 
   
 
     
 
 
Earnings before income taxes
    102,969       142,540  
Income taxes
    29,861       8,829  
 
   
 
     
 
 
Net earnings
  $ 73,108     $ 133,711  
 
   
 
     
 
 
Net earnings applicable to common shares
  $ 73,033     $ 133,510  
 
   
 
     
 
 
Earnings per common share
               
Basic
  $ .39     $ .67  
Diluted
    .38       .67  
Dividends per common share
    .33       .33  
Average common shares outstanding
               
Basic
    189,295       198,549  
Diluted
    191,093       200,355  

The accompanying notes are an integral part of these consolidated financial statements.

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UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)

                                                                         
    Convertible   Common                           Accumulated    
    Preferred Stock   Stock   Additional                   Other    
   
 
  Paid-in   Retained   Unearned   Comprehensive    
    Shares
  Amount
  Shares
  Amount
  Capital
  Earnings
  Compensation
  Income
  Total
    (Amounts in thousands)
Balance, December 31, 2003
    384     $ 9,603       188,919     $ 944,593     $ 554,722     $ 1,590,355     $ (36,081 )   $ 2,447     $ 3,065,639  
Comprehensive income
                                                                       
Net earnings
                                  73,108                   73,108  
Other comprehensive income, net of taxes:
                                                                       
Net change in unrealized gain on available for sale securities
                                              19,422       19,422  
Net change in unrealized gain on cash flow hedges
                                              7,056       7,056  
 
                                                                   
 
 
Total comprehensive income
                                                    99,586  
Dividends
                                                                       
Common dividends
                                  (63,123 )                 (63,123 )
Preferred dividends — Series E
                                  (75 )                 (75 )
Common stock issued under employee benefit plans, net of exchanges
                441       2,205       8,667             (6,477 )           4,395  
Amortization of restricted stock grants
                                        1,519             1,519  
Conversion of preferred stock
    (352 )     (8,800 )     660       3,300       5,500                          
Redemption of preferred stock
    (32 )     (803 )                                         (803 )
Final cash settlement for common stock previously repurchased and retired
                                  (714 )                 (714 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Balance, March 31, 2004
        $       190,020     $ 950,098     $ 568,889     $ 1,599,551     $ (41,039 )   $ 28,925     $ 3,106,424  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 

The accompanying notes are an integral part of these consolidated financial statements.

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UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

                 
    Three Months Ended
    March 31,
    2004
  2003
    (Dollars in thousands)
Operating activities
               
Net earnings
  $ 73,108     $ 133,711  
Reconciliation of net earnings to net cash provided by operating activities:
               
Provision for losses on loans
    62,823       48,649  
Depreciation and amortization of premises and equipment
    16,907       16,580  
Amortization of other intangibles
    5,042       5,290  
Amortization and impairment of mortgage servicing rights, net
    47,505       81,802  
Net amortization of available for sale securities
    6,410       3,472  
Net realized gains on sales of available for sale securities
    (31,861 )     (18,956 )
Gain on sale of residential mortgage loans held for resale, net
    (9,632 )     (42,356 )
Gain on sale and securitization of residential mortgage loans, net
    (419 )      
Gain on sale of branches
    (21,643 )     (2,026 )
Deferred income tax benefit
    (2,468 )     (3,995 )
(Increase) decrease in trading account assets and loans held for resale
    (255,814 )     363,193  
Decrease (increase) in other assets
    86,789       (88,756 )
Net increase in accrued interest, expenses, taxes and other liabilities
    40,629       4,003  
Other, net
    1,519       643  
 
   
 
     
 
 
Net cash provided by operating activities
    18,895       501,254  
 
   
 
     
 
 
Investing activities
               
Net decrease in short-term investments
    12,281       10,756  
Proceeds from sales of available for sale securities
    1,098,567       748,106  
Proceeds from maturities, calls and prepayments of available for sale securities
    230,693       807,564  
Purchases of available for sale securities
    (1,226,120 )     (2,371,948 )
Net increase in loans
    (322,552 )     (24,291 )
Proceeds from whole loan sales and securitizations of residential mortgages
    24,458        
Purchases of premises and equipment
    (3,839 )     (10,260 )
Proceeds from sales of premises and equipment
    498       518  
 
   
 
     
 
 
Net cash used by investing activities
    (186,014 )     (839,555 )
 
   
 
     
 
 
Financing activities
               
Net (decrease) increase in deposits
    (178,254 )     1,194,541  
Net decrease in short-term borrowings
    (437,589 )     (1,122,918 )
Repayment of long-term debt
    (307 )     (25,344 )
Net cash paid for sales of deposits
    (66,521 )     (16,106 )
Net cash received from deposits assumed
          37,286  
Proceeds from sale of subsidiary stock, net
          86,893  
Proceeds from issuance of common stock
    4,161       6,855  
Final cash settlement for common stock previously repurchased and retired
    (714 )      
Cash dividends
    (63,198 )     (66,308 )
 
   
 
     
 
 
Net cash (used) provided by financing activities
    (742,422 )     94,899  
 
   
 
     
 
 
Net decrease in cash and cash equivalents
    (909,541 )     (243,402 )
Cash and cash equivalents at the beginning of the period
    1,661,786       1,130,147  
 
   
 
     
 
 
Cash and cash equivalents at the end of the period
  $ 752,245     $ 886,745  
 
   
 
     
 
 
Supplemental disclosures
               
Cash paid for
               
Interest
  $ 88,362     $ 127,328  
Income taxes
    2,319       408  
Non-cash items
               
Unrealized gain on available for sale securities at period-end
    31,562       92,690  
Unrealized gain on cash flow hedges at period-end
    14,406        
Purchases of available for sale securities, pending settlement at period-end
    303,200       305,344  
Transfers to other real estate from loans
    29,156       35,788  
Transfers to loans held for resale from loans
    187,861        

The accompanying notes are an integral part of these consolidated financial statements.

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UNION PLANTERS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Principles of Consolidation and Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The foregoing financial statements are unaudited; however, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods have been included.

The accounting policies followed by Union Planters Corporation and its subsidiaries (collectively, Union Planters or the Company) for interim financial reporting are consistent with the accounting policies followed for annual financial reporting, except for newly issued accounting pronouncements discussed below. The notes included herein should be read in conjunction with Union Planters’ 2003 Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform with the 2004 financial reporting presentation.

In the second quarter of 2003, Union Planters began netting amortization and impairment expense associated with mortgage servicing rights (MSRs) against mortgage banking revenues in the Consolidated Statement of Earnings. This classification is more consistent with prevailing practice in the banking industry. All prior periods have been adjusted to conform with this presentation.

On January 22, 2004, Union Planters and Regions Financial Corporation (Regions) entered into a definitive merger agreement. Regions, headquartered in Birmingham, Alabama, is a full-service provider of banking, securities brokerage, mortgage and insurance products and services. Upon completion of the merger, the combined company and its banking operations will be headquartered in Birmingham while Morgan Keegan, Regions’ securities brokerage subsidiary, along with the combined mortgage business, will be headquartered in Memphis. Terms of the agreement call for the formation of a new holding company named New Regions Financial Corporation. In the transaction, each share of Union Planters’ common stock will be converted into the right to receive one share of the new company stock, and each share of Regions’ common stock will be converted into the right to receive 1.2346 shares of the new company common stock. The acquisition is subject to regulatory and shareholder approvals and other customary closing conditions. The transaction is expected to be completed in mid 2004. As a result of the merger, certain change-in-control provisions will be triggered related to the Union Planters’ 401(k) Retirement Savings Plan and various stock incentive plans that will result in the immediate vesting of these benefits.

Stock-Based Compensation. Union Planters has currently elected not to adopt the recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, which requires a fair-value based method of accounting for stock options and similar equity awards. As permitted under SFAS No. 123, Union Planters continues to apply Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its stock compensation plans and, accordingly, does not recognize compensation cost, except for stock grants. Had compensation cost for Union Planters stock option plans been consistently expensed based on fair value at the grant date for awards under the methodology prescribed under SFAS No. 123, Union Planters’ net income and earnings per share would have been reduced as shown in the table below. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions during the quarters ended March 31, 2004 and 2003, respectively: expected dividend yield of 4.19% and 4.59%; expected volatility of 25.14% and 26.79%; risk-free interest rate of 2.64% and 2.16%; and an expected life of 2.3 years for both periods. Forfeitures are recognized as they occur.

                 
    Three Months Ended March 31,
    2004
  2003
    (Dollars in millions,
    except per share data)
Weighted average fair value per share, at grant date
  $ 3.90     $ 4.19  
 
   
 
     
 
 
Net earnings — as reported
  $ 73.1     $ 133.7  
Less: Total stock-based employee compensation expense determined under fair value-based method, net of tax benefit
    3.6       3.0  
 
   
 
     
 
 
Net earnings — pro-forma
  $ 69.5     $ 130.7  
 
   
 
     
 
 
Earnings per share — as reported
               
Basic (1)
  $ .39     $ .67  
Diluted
    .38       .67  
Earnings per share — pro-forma
               
Basic (1)
    .37       .66  
Diluted
    .36       .65  


(1)   For the purpose of calculating basic earnings per share, net earnings is adjusted by the dividend on preferred stock, which was approximately $.06 million in 2004 and $.20 million in 2003.

Recent Accounting Pronouncements

Interest Rate Lock Commitments. The United States Securities and Exchange Commission (SEC) recently issued Staff Accounting Bulletin (SAB) No. 105. SAB No. 105 clarifies the SEC’s position that the inclusion of cash flows from servicing or ancillary income in the determination of the fair value of interest rate lock commitments is not appropriate. SAB No. 105 must be

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implemented for loan commitments entered into on or after April 1, 2004. The adoption is not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

Consolidation of Variable Interest Entities. In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51. The Company adopted FIN No. 46 on July 1, 2003 and as a result, deconsolidated Union Planters Capital Trust A (the UPC Trust). The sole assets of the UPC Trust are 8.20% Junior Subordinated Deferrable Interest Debentures of Union Planters Corporation (the Junior Subordinated Debentures). The UPC Trust’s liabilities are primarily represented by 8.20% Trust Preferred Securities, which have previously been included in other long-term debt in the Union Planters Consolidated Balance Sheet. Under FIN No. 46, the Junior Subordinated Debentures, which are substantially equal in amount to the Trust Preferred Securities, cease to be eliminated in consolidation and are included in other long-term debt in the Union Planters Consolidated Balance Sheet as of March 31, 2004. The Trust Preferred Securities presently qualify as Tier 1 regulatory capital and are reported in Federal Reserve regulatory reports as a minority interest in a consolidated subsidiary. The Junior Subordinated Debentures do not qualify as Tier 1 regulatory capital. The Federal Reserve Board has reached no final conclusion on the continued qualification of Trust Preferred Securities but has indicated that until further notice, Trust Preferred Securities will continue to count as Tier 1 regulatory capital. Should the Federal Reserve Board reach a conclusion that Trust Preferred Securities no longer included on the Consolidated Balance Sheet would cease to qualify as Tier 1 regulatory capital, Union Planters’ Tier 1 regulatory capital would be reduced by approximately $200 million.

Note 2. Available for Sale Securities

The following is a summary of Union Planters’ available for sale securities:

                                 
            Unrealized
   
    Amortized            
    Cost
  Gains
  Losses
  Fair Value
    (Dollars in thousands)
March 31, 2004
                               
U.S. Government and federal agencies
                               
U.S. Treasury
  $ 681,712     $ 2,073     $ 689     $ 683,096  
U.S. Government agencies
                               
Collateralized mortgage obligations
    858,633       3,892       5,346       857,179  
Mortgage-backed
    1,272,159       8,947       8,170       1,272,936  
Other
    1,052,657       2,928       3,739       1,051,846  
 
   
 
     
 
     
 
     
 
 
Total U.S. Government and federal agencies
    3,865,161       17,840       17,944       3,865,057  
Obligations of states and political subdivisions.
    193,244       8,700       30       201,914  
Collateralized mortgage obligations
    634,525       22,134       2,682       653,977  
Other stocks and securities
    486,592       3,670       126       490,136  
 
   
 
     
 
     
 
     
 
 
Total available for sale securities
  $ 5,179,522     $ 52,344     $ 20,782     $ 5,211,084  
 
   
 
     
 
     
 
     
 
 
December 31, 2003
                               
U.S. Government and federal agencies
                               
U.S. Treasury
  $ 71,921     $ 1,462     $ 36     $ 73,347  
U.S. Government agencies
                               
Collateralized mortgage obligations
    900,831       1,754       11,143       891,442  
Mortgage-backed
    1,181,765       7,734       19,471       1,170,028  
Other
    1,075,082       3,250       17,671       1,060,661  
 
   
 
     
 
     
 
     
 
 
Total U.S. Government and federal agencies
    3,229,599       14,200       48,321       3,195,478  
Obligations of states and political subdivisions.
    384,020       22,230       40       406,210  
Collateralized mortgage obligations
    1,019,691       12,979       2,003       1,030,667  
Other stocks and securities
    320,701       3,130       309       323,522  
 
   
 
     
 
     
 
     
 
 
Total available for sale securities
  $ 4,954,011     $ 52,539     $ 50,673     $ 4,955,877  
 
   
 
     
 
     
 
     
 
 

Available for sale securities having a fair value of approximately $2.2 billion at March 31, 2004 and $1.9 billion at December 31, 2003 were pledged to secure public and trust funds on deposit, securities sold under agreements to repurchase and Federal Home Loan Bank (FHLB) advances.

Included in available for sale securities is $289.6 million and $285.2 million of FHLB and Federal Reserve Bank stock at March 31, 2004 and December 31, 2003, respectively, for which there is no readily determinable market value.

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The following table presents the gross realized gains and losses on available for sale securities for the three months ended March 31, 2004 and 2003:

                 
    Three Months Ended
    March 31,
    2004
  2003
    (Dollars in thousands)
Realized gains
  $ 31,861     $ 19,408  
Realized losses
          (452 )

The losses during the first quarter of 2003 are related to interest only strips arising from Union Planters’ sales and securitizations of mortgage loans, which had an other than temporary decline in value due to increased prepayment speeds on the underlying mortgages that were accounted for as a realized loss.

Note 3. Allowance for Losses on Loans and Nonperforming Loans

The changes in the allowance for losses on loans for the three months ended March 31, 2004 and 2003 are as follows:

                 
    Three Months Ended
    March 31,
    2004
  2003
    (Dollars in thousands)
Beginning balance
  $ 330,826     $ 350,931  
Provision for losses on loans
    62,823       48,649  
Recoveries of loans previously charged off
    9,848       9,094  
Loans charged off
    (50,104 )     (57,712 )
Write-downs arising from transfers of loans to loans held for resale and sale of loans
    (44,630 )      
 
   
 
     
 
 
Ending balance
  $ 308,763     $ 350,962  
 
   
 
     
 
 

During the first quarter of 2004, management wrote down the allowance for losses on loans by $43.9 million as the result of a decision to sell a $235.2 million portfolio of brokered home equity and rental car fleet loans. A $25.8 million charge to the provision for losses on loans was also required to write the portfolio down to fair value prior to completing the transfer to loans held for resale. The charge was required because the change in intent with regard to the loans from holding them to maturity to holding them for resale results in the loans being accounted for at the lower of cost or fair value rather than at historical cost. Under Generally Accepted Accounting Principles, the difference between cost and the lower fair value is charged to the provision for losses on loans, with any future write-downs charged to noninterest expense.

Nonperforming loans are summarized as follows:

                 
    March 31,   December 31,
    2004
  2003
    (Dollars in thousands)
Nonaccrual loans
  $ 195,204     $ 209,455  
Restructured loans
    298       302  
 
   
 
     
 
 
Total nonperforming loans
  $ 195,502     $ 209,757  
 
   
 
     
 
 

Note 4. Mortgage Servicing Rights

Union Planters acted as servicing agent on behalf of others for residential mortgage loans totaling approximately $24.3 billion at March 31, 2004, compared to $24.7 billion at December 31, 2003. The principal balances of loans serviced for others are not included in Union Planters’ Consolidated Balance Sheet. The following table presents a reconciliation of the changes in MSRs and the related valuation allowance:

                 
    Three Months Ended
    March 31,
    2004
  2003
    (Dollars in thousands)
Mortgage Servicing Rights, Net
               
Beginning balance
  $ 352,105     $ 264,295  
Capitalization of mortgage servicing rights
    20,366       57,794  
Amortization of mortgage servicing rights
    (14,852 )     (10,267 )
Recognition of permanent impairment
    (13,499 )      
Change in valuation allowance
    (19,154 )     (71,535 )
 
   
 
     
 
 
Ending balance
  $ 324,966     $ 240,287  
 
   
 
     
 
 

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    Three Months Ended
    March 31,
    2004
  2003
    (Dollars in thousands)
Valuation Allowance
               
Beginning balance
  $ 19,753     $ 12,297  
Recognition of permanent impairment
    (13,499 )      
Provision for impairment
    32,653       71,535  
 
   
 
     
 
 
Ending balance
  $ 38,907     $ 83,832  
 
   
 
     
 
 

During the first quarter of 2004, Union Planters recorded a permanent impairment of MSRs of $13.5 million, which reduced both the gross carrying value and associated valuation allowance of the MSRs. This write-down had no impact on the Consolidated Statement of Earnings in the current year but will result in a reduction of MSRs amortization expense in future periods.

The estimated fair value of MSRs at March 31, 2004 was $325.4 million. Significant assumptions utilized in estimating the fair value were as follows:

         
Estimated portfolio prepayment speeds
  14.8% - 34.0% CPR
Market discount rates
    9.3% - 12.1 %
Weighted average discount rate
    9.71 %

The significant assumptions above directly relate to and move in concert with mortgage interest rates. In the view of management, in order to understand the hypothetical effect on the fair value of the MSRs as a result of unfavorable variations in the significant assumptions, it is necessary to measure the effect that would result from a decline in mortgage interest rates. At March 31, 2004, the reduction in the current fair value of MSRs resulting from an immediate 50 and 100 basis point decline in mortgage interest rates would be approximately $45.7 million and $101.4 million, respectively. The actual decline in fair value related to decreased mortgage interest rates could differ significantly from this estimate due to the propensity of borrowers to refinance in light of the remaining life and unpaid principal balance of their existing mortgage loan and the costs related to refinancing.

Note 5. Intangible Assets

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, most goodwill is no longer subject to amortization but is assessed at least annually for impairment. The carrying value of goodwill not subject to amortization was $743.2 million at March 31, 2004, December 31, 2003 and March 31, 2003. At each of these dates, $70.5 million of the goodwill was in the “other operating units” line of business, with the remainder in the “banking” line of business.

Union Planters’ other intangible assets are core deposit intangibles acquired through bank acquisitions and other unidentified intangibles arising from branch purchases and are subject to amortization periods up to 15 years with no residual value. The gross amount of other intangible assets was $309.2 million at March 31, 2004 and $316.3 million at December 31, 2003 and March 31, 2003 with accumulated amortization of $151.2 million, $148.4 million and $132.9 million, respectively. Branches sold during the first quarter of 2004 resulted in the release of gross intangible assets of $7.1 million along with associated accumulated amortization of $2.3 million. All other intangibles are in the “banking” line of business. The weighted average amortization period is 164.9 months. Amortization expense over the next five years on current other intangibles is expected to be:

               
(Dollars in thousands)          
Total
2004     $ 21,491  
 
2005       21,383  
 
2006       21,202  
 
2007       19,150  
 
2008       16,999  

Note 6. Borrowings

Short-Term Borrowings

Short-term borrowings include short-term FHLB advances, federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings. Short-term FHLB advances are borrowings from the FHLB, which are collateralized by mortgage-backed securities and mortgage loans. Federal funds purchased arise from Union Planters’ market activity with its correspondent banks with maturities ranging up to 180 days; the majority mature in one business day. Securities sold under agreements to repurchase are collateralized by U.S. Government and agency securities.

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Short-term borrowings are summarized as follows:

                         
    March 31,    
   
  December 31,
    2004
  2003
  2003
    (Dollars in thousands)
Balances at period-end
                       
Federal funds purchased with maturities ranging up to 180 days
  $ 682,050     $ 1,168,656     $ 327,994  
Securities sold under agreements to repurchase
    1,199,001       1,294,096       1,323,749  
Other short-term borrowings
    132,645       54,413       799,542  
 
   
 
     
 
     
 
 
Total short-term borrowings
  $ 2,013,696     $ 2,517,165     $ 2,451,285  
 
   
 
     
 
     
 
 
Federal funds purchased and securities sold under agreements to repurchase
                       
Year-to-date daily average balance
  $ 1,938,704     $ 2,547,340     $ 2,271,060  
Weighted average interest rate
    .84 %     1.09 %     1.27 %
Short-term FHLB advances
                       
Year-to-date daily average balance
  $ 31,868     $ 456,667     $ 478,412  
Weighted average interest rate
    1.03 %     1.28 %     1.58 %

Short- and Medium-Term Senior Notes

At March 31, 2004, March 31, 2003 and December 31, 2003, there were $600 million, 5.125% fixed-rate Medium-term Subordinated Notes outstanding that mature in June 2007.

Long-term Federal Home Loan Bank Advances

Certain of Union Planters’ banking and thrift subsidiaries had outstanding advances with original maturity dates of greater than one year from the FHLB under Blanket Agreements for Advances and Security Agreements (the Agreements). The Agreements enable these subsidiaries to borrow funds from the FHLB to fund mortgage loan programs and to satisfy certain other funding needs. The value of the mortgage-backed securities and mortgage loans pledged under the Agreements must be maintained at not less than 115% and 150%, respectively, of the outstanding advances. At March 31, 2004, Union Planters had an adequate amount of mortgage-backed securities and loans to satisfy the collateral requirements. A summary of the advances is as follows:

                         
    March 31,    
   
  December 31,
    2004
  2003
  2003
    (Dollars in thousands)
Balance at period-end
  $ 428,598     $ 959,687     $ 428,903  
Range of interest rates
    1.75% - 6.55 %     1.35% - 6.55 %     1.75% - 6.55 %
Range of maturities
    2004-2021       2003-2021       2004-2021  

Other Long-Term Debt

Union Planters’ other long-term debt is summarized as follows. Reference is made to Note 9 to the consolidated financial statements in Union Planters’ 2003 Annual Report on Form 10-K for additional information regarding these borrowings.

                         
    March 31,    
   
  December 31,
    2004
  2003
  2003
    (Dollars in thousands)
Obligations for Trust Preferred Securities, represented by 8.20% Junior Subordinated Debentures beginning July 1, 2003 and by 8.20% Trust Preferred Securities prior to that date
  $ 205,356     $ 199,159     $ 205,347  
6.25% Subordinated Notes due 2003
          74,470        
6.75% Subordinated Notes due 2005
    99,906       99,847       99,891  
7.75% Subordinated Notes due 2011
    499,378       499,287       499,355  
4.375% Subordinated Notes due 2010
    496,476             496,344  
6.50% Putable/Callable Subordinated Notes due 2018
    301,036       301,417       301,131  
Variable-rate asset-backed certificates
          16,667        
Other long-term debt
    183       661       185  
Valuation adjustments related to hedging activities
    28,935       9,841       (3,848 )
 
   
 
     
 
     
 
 
Total other long-term debt
  $ 1,631,270     $ 1,201,349     $ 1,598,405  
 
   
 
     
 
     
 
 

Note 7. Shareholders’ Equity

Common Stock

Union Planters has been authorized by its Board of Directors (Board) to repurchase shares of its common stock from time-to-time, and currently has remaining authorization from the Board to repurchase approximately 24.7 million shares of the Company’s common stock.

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Table of Contents

Preferred Stock

During the first quarter of 2004, Union Planters announced its intention to redeem all outstanding shares of its convertible Series E Preferred stock. All shares that were not converted prior to March 31, 2004 were redeemed at par. The result was the conversion of 352,012 shares and the redemption of 32,107 shares not converted prior to the announced redemption date.

Union Planters’ outstanding preferred stock, all of which is convertible into shares of Union Planters’ common stock, is summarized as follows:

                         
    March 31,    
   
  December 31,
    2004
  2003
  2003
    (Dollars in thousands)
Preferred stock, without par value, 10,000,000 shares authorized
                       
Series E, 8% cumulative, convertible, preferred stock (stated at liquidation value of $25 per share) 0 shares issued and outstanding (404,391 at March 31, 2003 and 384,119 at December 31, 2003)
  $     $ 10,110     $ 9,603  
Series F preferred stock, 300,000 shares authorized, none issued
                 
 
   
 
     
 
     
 
 
Total preferred stock
  $     $ 10,110     $ 9,603  
 
   
 
     
 
     
 
 

Note 8. Preferred Stock of Subsidiary

During 2003, Union Planters Preferred Funding Corporation (UPPFC), an indirect majority-owned, consolidated subsidiary of Union Planters, issued 1,000 shares of 7.75% non-cumulative, perpetual preferred stock, Series B (Series B Preferred Shares), with a liquidation value of $100,000 per share to another indirect wholly-owned subsidiary of Union Planters, U.P. REIT Holdings, Inc. (UP REIT Holdings). UPPFC is a real-estate investment trust (REIT) established for the purpose of acquiring, holding and managing real estate mortgage assets. All of the Series B Preferred Shares were subsequently sold privately to non-affiliates without registration. These securities qualify as Tier I capital and are included in the Consolidated Balance Sheet in other liabilities. Dividends on the Series B Preferred Shares are payable quarterly and are included in the Consolidated Statement of Earnings in other noninterest expense.

The Series B Preferred Shares are redeemable on or after July 15, 2023 and redeemable at the discretion of UPPFC in the event that the Series B Preferred Shares cannot be accounted for as Tier 1 regulatory capital or there is more than an insubstantial risk that dividends paid with respect to the Series B Preferred Shares will not be fully tax deductible. The total amount of Series B Preferred Shares issued and outstanding on December 31, 2003, net of discount and issuance costs, was $89.2 million.

Concurrent with the issuance of the Series B Preferred Shares, UPPFC also issued 3,736 shares of non-cumulative, perpetual preferred stock, Series C (Series C Preferred Shares), with a liquidation value of $100,000 per share to UP REIT Holdings. The holder of each of the Series C Preferred Shares is entitled to dividends, payable quarterly, at an annual rate of three month LIBOR plus 3% on the liquidation value. Additionally, the Series C Preferred Shares rank equal to the Series B Preferred Shares. At December 31, 2003, UP REIT Holdings continued to own all of the Series C Preferred Shares. So long as the Series C Preferred Shares are owned by Union Planters or a consolidated subsidiary, the shares and dividends paid thereon are eliminated in the consolidated financial statements.

The Series B Preferred Shares and the Series C Preferred Shares are not convertible into any other securities of UPPFC, Union Planters or any of its subsidiaries. The Series B Preferred Shares are, however, automatically exchangeable at the direction of the Office of the Comptroller of the Currency (OCC) for preferred stock of UPB, having substantially the same terms as the Series B Preferred Shares in the event UPB becomes undercapitalized under the OCC’s “prompt corrective actions” regulations, insolvent or, in the OCC’s sole discretion, in danger of becoming undercapitalized. Should UPPFC not pay dividends on the Series B Preferred Shares or the Series C Preferred Shares, both UPPFC and UPB will be precluded from paying dividends on their common stock until dividends have been paid on the Series B Preferred Shares for four consecutive quarters.

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Note 9. Other Noninterest Income and Expense

                 
    Three Months Ended
    March 31,
    2004
  2003
    (Dollars in thousands)
Other noninterest income
               
Merchant services income
  $ 461     $ 1,418  
Profits and commissions from Small Business Administration trading activities
    2,025       1,108  
Letters of credit fees
    2,361       2,741  
Other real estate income
    726       1,285  
Net gain on sales of branches/deposits and other assets
    21,121       2,026  
Earnings of equity method investments
    1,125       1,814  
Other income
    14,093       14,075  
 
   
 
     
 
 
Total other noninterest income
  $ 41,912     $ 24,467  
 
   
 
     
 
 
Other noninterest expense
               
Communications
  $ 6,987     $ 7,042  
Other contracted services
    8,048       10,686  
Postage and carrier
    5,802       6,374  
Advertising and promotion
    5,354       8,920  
Stationery and supplies
    4,143       4,185  
Other personnel services
    3,627       4,097  
Legal fees and litigation expense
    4,342       2,647  
Travel
    2,234       2,345  
Miscellaneous charge-offs
    4,563       4,620  
Federal Reserve fees
    1,199       1,501  
Taxes other than income
    1,347       587  
Accounting, tax and audit fees
    363       765  
Consultant fees
    3,878       2,006  
Brokerage and clearing fees on trading activities
    1,892       1,322  
Other real estate expense
    3,668       1,792  
FDIC insurance
    887       925  
Dues, subscriptions and contributions
    891       935  
Bank examiner fees
    922       996  
Insurance
    2,902       1,987  
Credit related expenses
    9,594       10,620  
Dividends on preferred stock of consolidated subsidiaries
    1,938        
Expense related to investment in a pass-through entity
    8,266        
Other noninterest expense
    5,382       7,163  
 
   
 
     
 
 
Total other noninterest expense
  $ 88,229     $ 81,515  
 
   
 
     
 
 

Note 10. Income Taxes

Applicable income taxes for the three months ended March 31, 2004 were $29.9 million, resulting in an effective tax rate of 29.00%. Applicable income taxes for the same period in 2003 were $8.8 million, resulting in an effective tax rate of 6.19%. During the first quarter of 2003, the Company recorded current federal tax benefits of $25.0 million related to the completion of a transaction designed to raise Tier 1 capital through the issuance of preferred stock and $11.0 million related to a reversal of a previously established tax liability, that was no longer required. During the first quarter of 2004, the Company made an investment in a pass-through entity that generates tax credits that can be used to offset federal income tax. The first quarter 2004 effective tax rate reflects a reduction of $10.4 million in tax expense ($7.5 million in tax credits and $2.9 million in benefit from the $8.3 million cost (expense) of the credits) arising from this investment. The cost of the investment is included in noninterest expense.

At March 31, 2004, the Company had a net deferred tax liability of $19.6 million. This compares to a net deferred tax liability of $13.0 million at December 31, 2003. The tax expense applicable to available for sale securities gains for the three months ended March 31, 2004 and 2003 was $11.9 million and $6.8 million, respectively.

Note 11. Other Comprehensive Income

The following table presents a reconciliation of the net change in unrealized gains (losses) on available for sale securities and cash flow hedges for the three months ended March 31, 2004:

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    Before Tax   Tax   Net of Tax
    Amount
  Expense
  Amount
    (Dollars in thousands)
Change in the unrealized gains (losses) on available for sale securities arising during the period
  $ 61,557     $ (22,218 )   $ 39,339  
Less: Reclassification for gains (losses) on available for sale securities included in net earnings
    31,861       (11,944 )     19,917  
 
   
 
     
 
     
 
 
Net change in the unrealized gains (losses) on available for sale securities
  $ 29,696     $ (10,274 )   $ 19,422  
 
   
 
     
 
     
 
 
Change in unrealized gains (losses) on cash flow hedges
  $ 13,093     $ (5,093 )   $ 8,000  
Less: Reclassification for gains (losses) on cash flow hedges included in net earnings
    1,545       (601 )     944  
 
   
 
     
 
     
 
 
Net change in the unrealized gains (losses) on cash flow hedges
  $ 11,548     $ (4,492 )   $ 7,056  
 
   
 
     
 
     
 
 

Note 12. Earnings Per Share

The calculation of earnings per share is summarized as follows:

                 
    Three Months Ended
    March 31,
    2004
  2003
    (amounts in thousands,
    except per share data)
Basic:
               
Net earnings
  $ 73,108     $ 133,711  
Less: Preferred dividends
    75       201  
 
   
 
     
 
 
Net earnings applicable to common shares
  $ 73,033     $ 133,510  
 
   
 
     
 
 
Average common shares outstanding
    189,295       198,549  
 
   
 
     
 
 
Earnings per common share-basic
  $ 0.39     $ 0.67  
 
   
 
     
 
 
Diluted:
               
Net earnings
  $ 73,108     $ 133,711  
 
   
 
     
 
 
Average common shares outstanding
    189,295       198,549  
Stock option adjustment
    1,214       1,045  
Preferred stock adjustment
    584       761  
 
   
 
     
 
 
Average common shares outstanding, adjusted
    191,093       200,355  
 
   
 
     
 
 
Earnings per common share-diluted
  $ 0.38     $ 0.67  
 
   
 
     
 
 

Excluded from the computation of diluted shares were options to purchase 7.2 million and 4.8 million shares that were outstanding at March 31, 2004 and 2003, respectively, because the exercise price of these options was greater than the average market price of the common shares, and therefore, the effect would be antidilutive.

Note 13. Derivative Financial Instruments

Union Planters uses derivative financial instruments to manage risk associated with certain assets and liabilities and provide customers with products that meet their business requirements.

Asset and Liability Management Positions

Fair Value Hedges. To mitigate interest rate risk associated with certain deposits and debt, Union Planters has entered into interest rate swap agreements that qualify as fair value hedges. The swaps and the related debt are reported on the Consolidated Balance Sheet at current fair value at the end of each period. The changes in fair value of both the hedged item and the swap along with the net interest income or expense on the swap are netted against the interest expense related to the hedged item in the Consolidated Statement of Earnings.

The Company is also exposed to credit and interest-rate risk related to its mortgage inventory from the time a loan is closed until completion of normal post-closing review and the subsequent sale of the loan, normally 60 to 90 days. To mitigate interest rate risk associated with mortgage activities, Union Planters enters into mandatory short-term forward contracts, which are contracts for delayed delivery of mortgages in which the Company agrees to make delivery at a specified future date of a specified instrument at a specified price or yield. Risks arise from the possible inability of the counterparties to meet the terms of their contracts and from market movements in securities values and interest rates. These derivative financial instruments are associated with closed loans pending review and sale in fair value hedging relationships to reduce interest rate risk exposure. The fair value adjustment to loans held for resale as a result of these hedging relationships was $5.3 million at March 31, 2004, compared to $6.8 million at December 31, 2003.

The ineffective portion of all fair value hedges had an immaterial impact on interest expense during the three month periods ended March 31, 2004 and March 31, 2003.

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Cash Flow Hedges. Union Planters enters into interest rate swap agreements to hedge the variability of future cash flows associated with certain variable-rate loans. At March 31, 2004, an unrealized gain, net of taxes, of $8.8 million was recorded in accumulated other comprehensive income for the effective portion of changes in the fair value of derivatives designated as cash flow hedges. The reclassification from accumulated other comprehensive income to interest income will occur as interest income is accrued on the underlying loans. Net gains of approximately $950,000 were reclassified to interest income during the three months ended March 31, 2004. There were no net gains reclassified during the three months ended March 31, 2003 as these agreements were not entered into until after that date. Based on current market conditions, it is expected that $9.4 million of gross unrealized gains in accumulated other comprehensive income at March 31, 2004 will be reclassified to interest income over the next 12 months. The change in fair value attributable to hedge ineffectiveness and recorded directly to earnings during the three-month period ended March 31, 2004 was not material.

Other Asset and Liability Management Derivative Positions. The Company’s mortgage commitment pipeline is exposed to interest rate risk associated with interest rate lock commitments (IRLCs) extended to individuals who have applied for loan funding and meet certain defined credit and underwriting criteria. IRLCs are considered derivative financial instruments under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and are recorded at fair value, with changes in value recorded in current earnings. In addition to the mandatory forward contracts designated in fair value hedging relationships of loans held for resale, Union Planters also enters into both mandatory and optional short-term forward contracts to mitigate interest rate risk associated with IRLCs. (Losses) gains on IRLCs and related derivative contracts totaled a net amount of ($2.0) million during the first three months of 2004, compared to $4.8 million during the first three months of 2003.

Union Planters also enters into various derivative instruments to offset changes in fair value of its MSRs portfolio. These derivative instruments are marked-to-market and recorded as a component of mortgage banking revenues. Typical derivative instruments used by Union Planters may include interest rate swaps, swaptions, caps and floors. The gain recorded in association with these derivative instruments during the three months ended March 31, 2004 totaled approximately $760,000. These derivative positions were closed-out during the first quarter of 2004 resulting in the receipt of $46.5 million, which includes the return of the initial investment. There was no gain or loss during the three months ended March 31, 2003.

Summary information for all derivative financial instruments follows:

                                                                         
    March 31, 2004
  March 31, 2003
  December 31, 2003
            Derivative           Derivative           Derivative
    Notional  
  Notional  
  Notional  
    Value
  Asset
  Liability
  Value
  Asset
  Liability
  Value
  Asset
  Liability
    (Dollars in thousands)
Fair Value Hedges
                                                                       
Forward contracts (loans held for resale)
  $ 874,262     $     $ (5,279 )   $ 1,779,027     $     $ (27,610 )   $ 748,004     $     $ (6,766 )
Interest rate swaps (deposits)
    150,000       5,470             150,000       5,065             150,000       3,590        
Interest rate swaps (long-term debt)
    1,785,000       38,723             1,785,000       14,447       (1,186 )     1,785,000       7,300       (11,542 )
Cash Flow Hedges
                                                                       
Interest rate swaps (loans)
    825,000       14,517                               825,000       3,248       (11 )
Other Derivative Instruments
                                                                       
Interest rate locks
    975,458             (1,821 )     1,700,421       20,663             507,540       749        
Forward contracts
    954,738             (540 )     1,583,973       147             392,246             (1,254 )
Options on forward contracts
    270,000                   140,000       156             140,000       194        
Swaptions
                                        2,850,000       45,763        

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Note 14. Line of Business Reporting

                                         
    Three Months Ended March 31, 2004
                    Other        
            Mortgage   Operating   Parent   Consolidated
    Banking
  Banking
  Units
  Company
  Total
    (Dollars in thousands)
Net interest income (expense)
  $ 242,537     $ 21,071     $ 11,294     $ (7,814 )   $ 267,088  
Provision for losses on loans
    (25,485 )     (21,445 )     (15,893 )           (62,823 )
Noninterest income (1)
    131,799       5,577       37,613       421       175,410  
Noninterest expense
    (207,742 )     (31,932 )     (34,009 )     (3,023 )     (276,706 )
 
   
 
     
 
     
 
     
 
     
 
 
Earnings (loss) before taxes (1)
  $ 141,109     $ (26,729 )   $ (995 )   $ (10,416 )   $ 102,969  
 
   
 
     
 
     
 
     
 
     
 
 
Average assets
  $ 26,091,495     $ 2,787,599     $ 1,245,534     $ 1,149,181     $ 31,273,809  
 
   
 
     
 
     
 
     
 
     
 
 
                                         
    Three Months Ended March 31, 2003
                    Other        
            Mortgage   Operating   Parent   Consolidated
    Banking
  Banking
  Units
  Company
  Total
    (Dollars in thousands)
Net interest income (expense)
  $ 272,863     $ 34,662     $ 12,940     $ (9,142 )   $ 311,323  
Provision for losses on loans
    (31,400 )     (6,299 )     (10,950 )           (48,649 )
Noninterest income (1)
    132,826       (20,070 )     36,754       16       149,526  
Noninterest expense
    (194,615 )     (36,323 )     (35,978 )     (2,744 )     (269,660 )
 
   
 
     
 
     
 
     
 
     
 
 
Earnings (loss) before taxes (1)
  $ 179,674     $ (28,030 )   $ 2,766     $ (11,870 )   $ 142,540  
 
   
 
     
 
     
 
     
 
     
 
 
Average assets
  $ 27,499,059     $ 3,573,735     $ 1,295,178     $ 864,026     $ 33,231,998  
 
   
 
     
 
     
 
     
 
     
 
 


(1)   Parent company noninterest income and earnings before income taxes are net of the intercompany dividend eliminations of $107.1 million and $461.6 million for the three months ended March 31, 2004 and 2003, respectively.

Note 15. Contingent Liabilities

Union Planters and/or its subsidiaries are parties to various legal proceedings that have arisen in the ordinary course of business and are parties to various pending civil actions, all of which are being defended vigorously. Certain proceedings previously outstanding have been subsequently settled within previously estimated amounts. While it is impossible to predict with certainty the outcome of any legal proceeding, based upon present information, including evaluations by outside counsel, management is of the opinion that neither Union Planters’ financial position, results of operations nor liquidity will be materially adversely affected by the ultimate resolution of pending or threatened legal proceedings. Activity affecting the Company’s litigation reserve (i.e., provision for losses and settlement of claims) was not material to the Company’s operations for the three months ended March 31, 2004 or 2003. Reference is made to Part II Item 1 for a discussion of legal proceedings.

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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following provides a narrative discussion and analysis of significant changes in Union Planters’ results of operations and financial condition. This discussion should be read in conjunction with the notes to the consolidated financial statements included in Union Planters’ 2003 Annual Report on Form 10-K, the interim unaudited consolidated financial statements and notes for the three months ended March 31, 2004 included in Part I hereof and the supplemental financial data included in this discussion.

Cautionary Statement Regarding Forward-Looking Information

This discussion contains certain forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). Certain sections that follow contain forward-looking statements regarding: net interest income, income taxes, provision for losses on loans, noninterest income, noninterest expense, insurance expense, loans, potential problem loans and interest rate risk, as well as market risk and asset/liability management in Item 3 and legal proceedings in Part II, Item 1. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. The words “anticipate,” “project,” “expect,” “believe,” “intend,” “estimate,” “should,” “is likely,” “target” and other expressions that indicate future events and trends identify forward-looking statements. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Examples of factors that could cause future results to vary from current management expectations include the following: the timing and amount of interest rate movements (which can have a significant impact on a financial institution); effects of changes in general economic conditions, as well as economic conditions in markets in which Union Planters conducts business and the impact in the United States of America of hostilities abroad; market and monetary fluctuations and uncertainties in the financial markets; inflation; competition within and outside the financial services industry; technology; risks inherent in originating loans, including prepayment risks, fluctuations in collateral values and changes in customer profiles; loan loss experience, the rate of loan charge-offs, the level of the provision for losses on loans and the receipt of information subsequent to the reporting date impacting the collectability of loans; and changes in enacted tax laws and regulations and accounting principles. Additionally, the policies of the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve), and insurance and securities regulatory agencies, unanticipated regulatory and judicial proceedings, unanticipated results in pending litigation or Internal Revenue Service examinations, changes in the laws, regulations and regulatory policies applicable to Union Planters and its subsidiaries, and Union Planters’ success in executing its business plans and strategies and managing the risks involved in the foregoing, could cause actual results to differ materially from current expectations. Union Planters assumes no obligation to update any forward-looking statements that are made from time to time.

Selected Financial Data

The following table presents selected financial data for the three-month periods ended March 31, 2004 and 2003:

                         
    Three Months Ended    
    March 31,    
   
  Percentage
    2004
  2003
  Change
    (Dollars in thousands, except per share data)
Net earnings
  $ 73,108     $ 133,711       (45.3 )%
Per share
                       
Basic
    .39       .67       (41.8 )
Diluted
    .38       .67       (43.3 )
Return on average assets
    .94 %     1.63 %        
Return on average common equity
    9.58       17.08          
Dividends per common share
  $ .33     $ .33          
Net interest margin (FTE)
    3.82 %     4.24 %        
Net interest spread (FTE)
    3.48       3.86          
Book value per common share at period-end
  $ 16.35     $ 16.50          
Leverage ratio
    8.01 %     8.00 %        
Tier 1 Capital to risk-weighted assets
    9.74       10.04          
Common share prices
                       
High closing price
  $ 32.67     $ 29.90          
Low closing price
    28.84       26.24          
Closing price at period-end
    29.85       26.29          


FTE = Fully taxable-equivalent basis

Net interest margin = Net interest income (FTE) as a percentage of average earning assets

Net interest spread = Difference in the FTE yield on average earning assets and the rate on average interest-bearing liabilities

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FIRST QUARTER EARNINGS OVERVIEW

For the first quarter of 2004, Union Planters reported net earnings of $73.1 million, or $.38 per diluted common share, compared with $133.7 million, or $.67 per diluted common share, for the same period in 2003. These earnings represented annualized returns on average assets and average common equity of ..94% and 9.58%, respectively, compared to 1.63% and 17.08%, respectively, for the same period in 2003.

EARNINGS ANALYSIS

Net Interest Income

Fully taxable-equivalent net interest income for the first quarter of 2004 was $270.2 million, a decrease of $46.6 million from the same quarter last year. The net interest margin for the first quarter of 2004 was 3.82%, which compares to 4.24% for the first quarter of 2003. The net interest rate spread was 3.48% for the first quarter of 2004, which compares to 3.86% for the first quarter of 2003. Changes in net interest income and the net interest margin since the first quarter of 2003 are the result of lower yields on earning assets. The declining yields are due to lower interest rates, customer-driven refinancing of loans exceeding the favorable impact of lower funding rates, a decline in average loans held for resale, a change in the asset mix and management’s continued efforts to lower the risk profile of the loan portfolio. Refer to Union Planters’ average balance sheet and Market Risk and Asset/Liability Management section in Item 3, which follow this discussion, for additional information regarding the changes in net interest income and balance sheet management initiatives.

Interest Income

The following table presents a breakdown of average earning assets:

                         
    Three Months Ended
    March 31,
  December 31,
    2004
  2003
  2003
    (Dollars in billions)
Average earning assets
  $ 28.5     $ 30.3     $ 28.6  
Comprised of:
                       
Loans
    78 %     75 %     78 %
Available for sale securities
    18       17       16  
Loans held for resale
    3       7       4  
Other earning assets
    1       1       2  
Fully taxable-equivalent yield on average earning assets
    5.06 %     5.87 %     5.15 %

Fully taxable-equivalent interest income decreased $81.1 million for the first quarter of 2004 compared to the same period in 2003. This decline was partially attributable to a decrease in the average yield on earning assets from 5.87% to 5.06%. The declining yield is largely the result of declines in market interest rates and the continued run-off of selected loan products that do not meet the risk-adjusted returns targeted by management. An additional factor in the decline of interest income was a $1.9 billion decrease in average earning assets, primarily loans held for resale and mortgage loans secured by 1-4 family residential property. Mortgage loan balances were down as the result of the decrease in mortgage loan production from $3.9 billion during the first quarter of 2003 to $2.0 billion during the first quarter of 2004. Refer to the Market Risk and Asset/Liability Management discussion in Item 3 for additional information regarding balance sheet management initiatives, changes in interest rates and how the Company is positioned to respond to the changes.

Interest Expense

The following table presents a breakdown of average interest-bearing liabilities:

                         
    Three Months Ended
    March 31,
  December 31,
    2004
  2003
  2003
    (Dollars in billions)
Average interest-bearing liabilities
  $ 22.4     $ 24.7     $ 22.5  
Comprised of:
                       
Deposits
    78 %     75 %     80 %
Short-term borrowings
    10       13       9  
Federal Home Loan Bank advances and long-term debt
    12       12       11  
Rate paid on average interest-bearing liabilities
    1.57 %     2.01 %     1.59 %

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Interest expense decreased $34.5 million in the first quarter of 2004 compared to the same quarter last year. This decrease was driven by a decline in the average rate paid for interest-bearing liabilities from 2.01% to 1.57%, which primarily resulted from the decline in market interest rates. An additional factor in the interest expense decrease was a $2.3 billion decline in average interest-bearing liabilities.

Provision for Losses on Loans

The provision for losses on loans for the first quarter of 2004 was $62.8 million, or 1.14% of average loans on an annualized basis. This compares to $48.6 million, or .87% of average loans, for the first quarter of 2003. The higher provision for losses on loans in 2004 is attributable to a charge of $25.8 million incurred as a result of the decision to sell a $235.2 million portfolio of brokered home equity and rental car fleet loans. The charge was required because the change in intent with regard to the loans from holding them to maturity to holding them for resale results in the loans being accounted for at the lower of cost or fair value rather than at historical cost. Under Generally Accepted Accounting Principles, the difference between cost and the lower fair value is charged to the provision for losses on loans. Refer to the Allowance for Losses on Loans and Nonperforming Loans discussions for additional information regarding loan charge-offs and other items impacting the provision for losses on loans.

Noninterest Income

Noninterest income for the first quarter of 2004 was $175.4 million, an increase of $25.9 million, or 17.3%, from the first quarter of 2003. The major components of noninterest income are presented on the Consolidated Statement of Earnings; following is a discussion of the key components:

Service charges on deposit accounts. These fees were $55.6 million for the first quarter of 2004 compared with $57.7 million during the same period in 2003. The modest decline is primarily attributable to a lower volume of overdraft items and the impact of branch sales.

Mortgage banking revenues. These revenues include origination, servicing and miscellaneous fees, the impact of derivative financial instruments, and gain on sales of mortgages and MSRs. They are also net of MSRs amortization and impairment or recovery. Mortgage banking revenues for the three months ended March 31, 2004 and 2003 are summarized as follows:

                 
    Three Months Ended
    March 31,
    2004
  2003
    (Dollars in thousands)
Gain on sales of residential mortgages
  $ 10,051     $ 42,356  
Impact of derivative financial instruments related to secondary marketing
    (2,049 )     4,779  
Impact of derivative financial instruments related to mortgage servicing rights
    762        
Origination and miscellaneous fees
    11,312       20,449  
Mortgage servicing income
    28,753       18,891  
Amortization of mortgage servicing rights
    (14,852 )     (10,267 )
Provision for impairment of mortgage servicing rights
    (32,653 )     (71,535 )
 
   
 
     
 
 
Total mortgage banking revenues
  $ 1,324     $ 4,673  
 
   
 
     
 
 

A decrease in loan production from $3.9 billion during the first quarter of 2003 to $2.0 billion in the first quarter of 2004 resulted in a substantial decrease in gains on sale of residential mortgages, as well as decreasing origination and miscellaneous fees. The increase in the MSRs balance from $240.3 million at March 31, 2003 to $325.0 million at March 31, 2004 resulted in increased servicing income and amortization while interest rate movements during the current quarter caused the recognition of additional impairment. The results for the first quarter of 2004 also include a $5.0 million increase in mortgage servicing income due to a change in estimate on late fees on past due loans. In the past, Union Planters has used a method for accounting for late fees that approximated the accrual method. Since December 31, 2002, the component of the serviced loan portfolio represented by government-backed loans has decreased from 12.2% to 8.8%. Historically, the rate of collection of late fees on these loans has been low. Over the same time, the component of the serviced loan portfolio represented by conventional loans has increased from 53.4% to 66.6%. Historically, the rate of collection of late fees on these loans has been much higher. As a result of this shift, Union Planters estimates that a higher percentage of late fees assessed on serviced mortgage loans will actually be collected and has accrued the $5.0 million to reflect the historical rate of collection of all of its servicing portfolio.

Financial services revenues. This category of noninterest income is comprised of trust service fees and commissions, insurance commissions, annuity sales commissions and brokerage fee income. For the first quarter of 2004, these revenues were $19.5 million, a $1.8 million increase from the first quarter of 2003. The primary driver of this increase was trust services income, which was up by $1.2 million as a result of a $1.3 billion increase in trust assets under management, improved market conditions, an 8.4% increase in the number of trust accounts, a more favorable mix towards long-term assets under management and positive overall net inflows compared to the year earlier period. Additionally, brokerage fee income increased $1.0 million and annuity sales income increased $.4 million compared to the first quarter of 2003 as a result of improved stock market performance. These increases were offset by a $.7 million decrease in insurance commissions compared to the first quarter of 2003 due to the discontinuation of certain product offerings as a result of changes in lending regulations.

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Factoring commissions and fees. Commissions and fees earned were $9.8 million for the first quarter of 2004 compared with $9.9 million during the first quarter of last year. This decrease is primarily related to a slight decline in the volume of factored receivables. Factoring volume was $905.8 million for the first quarter of 2004 compared to $961.7 million for the same period last year. Factoring fees as a percentage of factored sales purchased increased from .83% during the first quarter of 2003 to .87% during the first quarter of 2004.

Professional employment organization, net revenues. Net revenues were $5.9 million for the first quarter of 2004 compared with $6.4 million during the same period in 2003. The decline in net revenues is principally related to increased workers’ compensation coverage costs.

Bankcard transaction fees. These fees totaled $9.6 million for the current quarter, essentially unchanged from the $9.7 million realized during the same period in 2003.

Available for sale securities gains. Available for sale securities gains for the first quarter were $31.9 million, up $12.9 million compared to the same period last year. From time-to-time, the Company may sell available for sale securities with gains to offset the impact of MSRs impairment.

Other noninterest income. The components of other noninterest income are presented in Note 9 to the unaudited interim consolidated financial statements. Changes in other components include:

    As part of the ongoing rationalization of the distribution network, Union Planters closed on previously announced branch sales. The sales resulted in $21.1 million in gains and represented approximately $126.5 million and $225.2 million in loans and deposits, respectively.

    Revenues from merchant services were down $1.0 million during the first quarter of 2004 from the $1.4 million realized during the year earlier period. This was principally due to a decrease in fees generated from referrals under a marketing agreement with a third party.

    Miscellaneous Fees increased by $1.0 million from the first quarter of 2003 to the first quarter of 2004 as a result of the initiation of a service charge to non-customers for check cashing services which were previously provided free of charge.

Noninterest Expense

Noninterest expense for the first quarter of 2004 was $276.7 million, which compares to $269.7 million for the first quarter of 2003. The Company’s efficiency ratio, which excludes the amortization of all intangibles, for the first quarter of 2004 was 58.99%, compared to 55.47% for the first quarter of 2003 as a result of declining net interest income discussed under net interest income. The efficiency ratio is calculated as noninterest expense (excluding amortization of intangibles) divided by the sum of net interest income (FTE) plus noninterest income (excluding amortization of MSRs).

The major components of noninterest expense are presented on the Consolidated Statement of Earnings; following is a discussion of the key components:

Salaries and employee benefits. These expenses were $137.4 million for the first quarter of 2004 compared with $136.9 million during the first quarter of 2003. Increasing severance costs of $3.1 million as a result of the anticipated merger with Regions Financial Corporation were largely offset by lower compensation costs resulting from a decrease in the number of employees. At March 31, 2004, Union Planters had 10,335 full-time equivalent employees, compared to 10,786 at March 31, 2003.

Occupancy and equipment expense. Net occupancy and equipment expense was $46.1 million for the first quarter of 2004 substantially unchanged from $45.9 million during the first quarter of 2003.

Other intangibles amortization. These expenses were $5.0 million for the first quarter of 2004 and were a slight decrease compared to the first quarter of 2003. Refer to Note 5 to the unaudited interim consolidated financial statements for more information.

Other noninterest expenses. The components of other noninterest expense are presented in Note 9 to the unaudited interim consolidated financial statements. Changes in other components include:

    Noninterest expense includes $8.3 million of expense during the first quarter of 2004 attributable to an investment in a pass-through entity that generates tax credits that can be utilized to offset federal income tax.

    For the first quarter of 2004, legal fees increased by $1.7 million compared to the same period in 2003, primarily related to legal services provided in association with the planned merger with Regions Financial Corporation in addition to litigation surrounding collection efforts with respect to an accounts receivable — factoring client whose balance was previously charged off.

    Advertising and promotion expense for the first quarter of 2004 decreased $3.6 million compared to the first quarter of 2003 due to costs in the prior year associated with new advertising campaigns which were not repeated in 2004.

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    Other contracted services decreased $2.6 million for the first quarter of 2004 compared to the first quarter of 2003, primarily due to expenses during the first quarter of 2003 associated with the restructuring of certain wholly- and majority-owned subsidiaries.

    Credit related expenses decreased by $1.0 million from the first quarter of 2003 to the first quarter of 2004 driven by reduced appraisal fee expenses resulting from declining mortgage loan production.

    Consulting fees increased $1.9 million for the first quarter of 2004 compared to the first quarter of 2003, related to several projects, the largest of which is to improve Union Planters’ credit process.

    Expenses associated with the payment of compensating interest to mortgage loan investors in excess of the amount collected from borrowers when the loans are paid off decreased $1.3 million during the first quarter of 2004 when compared with the year earlier period. The decrease was primarily due to lower payoffs from refinancing activity in the mortgage servicing portfolio.

    Other real estate expenses increased by $1.9 million for the first quarter of 2004 compared to the first quarter of 2003, due to writedowns on four properties. Increased provisioning for losses on other real estate is the direct result of efforts to improve credit quality and deal aggressively with problem loans.

Income Taxes

Applicable income taxes for the three months ended March 31, 2004 were $29.9 million, resulting in an effective tax rate of 29.00%. Applicable income taxes for the same period in 2003 were $8.8 million, resulting in an effective tax rate of 6.19%. The increase in the effective rate in 2004, as compared to 2003, is due primarily to the net effect of several items. During the first quarter of 2003, the Company recorded current federal tax benefits of $25.0 million related to the completion of a transaction designed to raise Tier 1 capital through the issuance of preferred stock and $11.0 million related to a reversal of a previously established tax liability, that was no longer required. During the first quarter of 2004, the Company made an investment in a pass-through entity that generates tax credits that can be used to offset federal income tax. The first quarter 2004 effective tax rate reflects a reduction of $10.4 million in tax expense ($7.5 million in tax credits and $2.9 million in benefit from the $8.3 million cost (expense) of the credits) arising from this investment. The change in the effective tax rate for the first quarter of 2004 compared to the first quarter of 2003 was further impacted by a decrease in the level of tax-exempt interest income from available for sale securities and other tax planning strategies. The tax expense applicable to available for sale securities gains for the three months ended March 31, 2004 and 2003 was $11.9 million and $6.8 million, respectively.

Business Segment Review

Union Planters is managed along traditional and nontraditional banking lines and has two reportable business segments, Banking and Mortgage Banking. For the first quarter of 2004 and 2003, Banking accounted for 85% and 88%, respectively, of total revenues (the sum of net interest income and noninterest income.) For the same periods, Mortgage Banking accounted for 6% and 3%, respectively. Refer to Note 14 to the unaudited consolidated financial statements for additional information regarding Union Planters’ segments.

Banking. The Banking segment consists of traditional deposit taking and lending functions, including consumer, commercial and corporate lending, as well as the origination of mortgage loans both to be retained in the loan portfolio and to be sold into the secondary market; retail banking; online banking and trade-finance activities. Earnings before income taxes were $141.1 million for the first quarter of 2004 compared with $179.7 million during the first quarter of 2003.

Net Interest Income. Net interest income declined from $272.8 million during the first quarter of 2003 to $242.5 million during the first quarter of 2004, a $30.3 million decrease. The decrease was the result of continued pressure on the net interest margin from historically low interest rates, as well as a reduction in average earning assets. The decline in average earning assets was largely attributable to the refinancing of residential mortgage loans and planned run-off of indirect consumer loans and brokered home equity loans, which were partly offset by increases in home equity lines of credit.

Provision for Losses on Loans. The provision for losses on loans decreased to $25.5 million in the first quarter of 2004, compared to $31.4 million in the first quarter of 2003. The decrease in the provision is attributable to a decrease in nonperforming loans resulting from management’s concerted efforts to improve credit quality, including the planned run-off of higher-risk indirect consumer loans and more stringent underwriting standards.

Noninterest Income. Noninterest income for the first quarter of 2004 was $131.8 million compared to $132.8 million during the year earlier period. Changes in noninterest income were represented by the following:

    Gain on sales of mortgage loans originated by bank branches decreased $15.8 million, resulting from decreased production and sale activity, consistent with industry trends.

    Mortgage origination and miscellaneous fees decreased by $9.2 million from the first quarter of 2003 to $11.3 million during the first quarter of 2004.

    Gain on sales of available for sale securities increased $1.5 million. This increase excludes gains realized on the of sale of a portfolio of available for sale securities purchased to mitigate the impact of changes in the fair value of MSRs in the Mortgage Banking segment.

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    Gain on sale of branches increased from $2.0 million during the first quarter of 2003 to $21.1 million during the first quarter of 2004.

    Service charges on deposit accounts decreased by $2.1 million as a result of a lower volume of overdraft items and the impact of branch sales.

    Merchant services income decreased $1.0 million during the first quarter of 2004, principally due to a decrease in the volume of referrals under a marketing agreement.

Noninterest Expense. Noninterest expense was $207.7 million during the first quarter of 2004, an increase of $13.1 million compared to the first quarter of 2003. The increase in noninterest expense for the first quarter of 2004 compared to the first quarter of 2003 is primarily attributable to $8.3 million of expense during the first quarter of 2004 related to an investment in a pass-through entity that generates tax credits that can be utilized to offset federal income tax. In addition, legal fees, consultant fees and other real estate expense also grew. These increases were slightly offset by savings in other contracted services and advertising and promotion.

Mortgage Banking. Mortgage Banking includes the origination, sale and servicing of both fixed- and adjustable-rate single-family first mortgage loans. While certain mortgage loans are retained in the loan portfolio, mortgage loans originated in the Mortgage Banking segment are principally sold into the secondary market, with MSRs typically retained by Union Planters. During the first quarter of 2004, the Mortgage Banking segment generated a before tax loss of $26.7 million, compared to a before tax loss of $28.0 million for the first quarter of 2003.

Net Interest Income. Net interest income was $21.1 million for the first quarter of 2004, compared to $34.7 million for the first quarter of 2003. The decrease is due to diminished loan origination activity and a corresponding decrease in the average balance of mortgage loans held for resale for both periods.

Provision for Losses on Loans. The provision for losses on loans was $21.4 million for the first quarter of 2004, compared to $6.3 million for the first quarter of 2003. The increase was driven by an $18.0 million charge taken as a result of the decision to sell $140.1 million of brokered home equity loans.

Noninterest Income. For the first quarter of 2004, noninterest income was $5.6 million, compared to $(20.1) million for the first quarter of 2003. Changes in noninterest income were represented by the following:

    Gains on sales of mortgage loans totaled $5.1 million in the first quarter of 2004, compared to $20.9 million in the first quarter of 2003. Origination and miscellaneous fees totaled $11.3 million in the first quarter of 2004, compared to $20.4 million in the first quarter of 2003. This decrease was the result of the substantial decrease in mortgage origination volume from $3.9 billion in the first quarter of 2003 to $2.0 billion in the first quarter of 2004.

    Impairment charges of $32.7 million and $71.5 million were recognized during the first quarter of 2004 and 2003, respectively, as a result of the historically low interest rate environment.

    Amortization expense related to MSRs was $14.9 million for the first quarter of 2004, compared to $10.3 million for the first quarter of 2003. The increase is the result of a historically low interest rate environment leading up to the first quarter of 2004 that increased prepayment speed assumptions used in estimating the life of the MSRs along with increased servicing balances.

    Gain on sales of available for sale securities totaled $11.4 million in the first quarter of 2004; there were no such sales in the first quarter of 2003. The securities sold comprised a portfolio that was established to mitigate the exposure to the volatility associated with the fair value of MSRs.

    Losses on derivative financial instruments aggregated $1.3 million for the first quarter of 2004, compared to a gain of $4.8 million for the first quarter of 2003. Included in the 2004 loss was a gain of $.8 million from a portfolio of derivative financial instruments that was established during the third quarter of 2003 to mitigate exposure to the volatility associated with the fair value of MSRs.

Noninterest Expense. For the first quarter of 2004, noninterest expense was $31.9 million, compared to $36.3 million for the first quarter of 2003. The decrease was primarily driven by two factors: commissions, which decreased $2.8 million in the first quarter of 2004 due to decreased loan production; and expense associated with the payment of compensating interest to mortgage loan investors in excess of the amount collected from borrowers when the loans are paid off, which decreased $1.3 million in the first quarter of 2003.

Other Nonreportable Segments. Other nonreportable segments include the Company’s wholly-owned subsidiaries, Capital Factors, Inc. and Strategic Outsourcing, Inc., as well as other nontraditional banking lines, including Financial Services and SBA Loan Trading. For the three months ended March 31, 2004, these segments, reported in Note 14 to the unaudited consolidated financial statements as Other Operating Units, experienced an aggregate $3.8 million decrease in earnings before income taxes compared to the same period in 2003. This decline was the result of a $4.9 million increase in the provision for losses on loans. The increase in the provision for losses on loans is related to a $7.8 million charge incurred as a result of the decision to sell a $95.1 million portfolio of rental car fleet loans.

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UNION PLANTERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED AVERAGE BALANCE SHEET AND INTEREST RATES

                                                         
    Three Months Ended March 31,
       
    2004
  2003
       
            Interest   FTE           Interest   FTE        
    Average   Income/   Yield/   Average   Income/   Yield/        
    Balance
  Expense
  Rate
  Balance
  Expense
  Rate
       
                    (Dollars in thousands)                        
Assets
                                                       
Interest-bearing deposits at financial institutions
  $ 84,117     $ 274       1.31 %   $ 186,914     $ 452       0.98 %        
Federal funds sold and securities purchased under agreements to resell
    120,625       312       1.04       49,840       155       1.26          
Trading account assets
    256,421       1,763       2.77       250,235       2,287       3.71          
Loans held for resale
    736,241       9,927       5.42       2,030,213       28,009       5.60          
Available for sale securities (1), (2)
                                                       
Taxable securities
    4,810,959       44,859       3.75       4,394,265       51,757       4.78          
Tax-exempt securities
    339,611       6,360       7.53       690,028       13,106       7.70          
 
   
 
     
 
             
 
     
 
                 
Total available for sale securities
    5,150,570       51,219       4.00       5,084,293       64,863       5.17          
Commercial, financial and agricultural loans
    4,985,149       51,035       4.12       5,180,711       60,993       4.77          
Foreign loans
    243,235       1,330       2.20       209,377       1,362       2.64          
Accounts receivable — factoring
    619,509       11,390       7.39       679,816       12,876       7.68          
Real estate — construction loans
    2,346,914       29,420       5.04       2,269,957       30,081       5.37          
Real estate — mortgage loans
                                                       
Secured by 1-4 family residential
    3,552,525       57,951       6.56       4,386,125       81,261       7.51          
Non-farm, non-residential properties
    5,156,974       69,989       5.46       5,060,147       77,747       6.23          
Multifamily (5 or more) residential
    852,808       11,216       5.29       834,464       12,880       6.26          
Secured by farmland
    468,285       6,808       5.85       486,779       7,750       6.46          
Home equity
    2,118,547       24,117       4.58       1,600,416       18,451       4.68          
Consumer loans
    1,742,145       30,603       7.07       1,955,312       38,835       8.05          
Direct lease financing
    45,165       722       6.43       69,735       1,132       6.58          
 
   
 
     
 
             
 
     
 
                 
Loans, net of unearned income (1), (3), (4)
    22,131,256       294,581       5.35       22,732,839       343,368       6.13          
 
   
 
     
 
             
 
     
 
                 
Total earning assets (1), (2), (3), (4)
    28,479,230       358,076       5.06       30,334,334       439,134       5.87          
Cash and due from banks
    742,578                       664,796                          
Premises and equipment, net
    506,541                       539,439                          
Allowance for losses on loans
    (331,836 )                     (329,786 )                        
Goodwill and other intangibles, net
    906,704                       929,323                          
Other assets
    970,592                       1,093,892                          
 
   
 
                     
 
                         
Total assets
  $ 31,273,809                     $ 33,231,998                          
 
   
 
                     
 
                         
Liabilities and shareholders’ equity
                                                       
Money market accounts
  $ 5,663,604       9,146       0.65     $ 5,722,316       15,674       1.11          
Interest-bearing checking
    3,429,944       2,451       0.29       3,462,093       4,729       0.55          
Savings deposits
    1,488,195       726       0.20       1,408,927       1,755       0.51          
Time deposits of $100,000 and over
    1,560,888       10,391       2.68       1,643,022       12,768       3.15          
Other time deposits
    5,477,103       33,301       2.45       6,345,182       45,486       2.91          
 
   
 
     
 
             
 
     
 
                 
Total interest-bearing deposits
    17,619,734       56,015       1.28       18,581,540       80,412       1.76          
 
   
 
     
 
             
 
     
 
                 
Short-term borrowings
                                                       
Federal funds purchased and securities sold under agreements to repurchase
    1,938,704       4,039       0.84       2,547,340       6,859       1.09          
Other
    231,964       616       1.07       784,140       2,413       1.25          
 
   
 
     
 
             
 
     
 
                 
Total short-term debt
    2,170,668       4,655       0.86       3,331,480       9,272       1.13          
 
   
 
     
 
             
 
     
 
                 
Long-term debt
                                                       
Federal Home Loan Bank advances
    428,748       4,927       4.62       959,857       6,864       2.90          
Subordinated capital notes
    1,398,716       15,032       4.32       975,030       16,577       6.90          
Medium-term senior notes
    602,637       5,277       3.52       599,974       6,844       4.63          
Obligations for Trust Preferred Securities
    212,788       1,935       3.66       209,713       1,819       3.52          
Other
    184       5       10.93       29,552       509       6.99          
 
   
 
     
 
             
 
     
 
                 
Total long-term debt
    2,643,073       27,176       4.14       2,774,126       32,613       4.77          
 
   
 
     
 
             
 
     
 
                 
Total interest-bearing liabilities
    22,433,475       87,846       1.57       24,687,146       122,297       2.01          
Noninterest-bearing demand deposits
    5,079,356                     4,672,871                        
 
   
 
     
 
             
 
     
 
                 
Total sources of funds
    27,512,831       87,846               29,360,017       122,297                  
 
   
 
     
 
             
 
     
 
                 
Other liabilities
    685,027                       691,839                          
Shareholders’ equity
                                                       
Preferred stock
    9,277                       10,158                          
Common equity
    3,066,674                       3,169,984                          
 
   
 
                     
 
                         
Total shareholders’ equity
    3,075,951                       3,180,142                          
 
   
 
                     
 
                         
Total liabilities and shareholders’ equity
  $ 31,273,809                     $ 33,231,998                          
 
   
 
                     
 
                         
Net interest income (1)
          $ 270,230                     $ 316,837                  
 
           
 
                     
 
                 
Net interest rate spread (1)
                    3.48 %                     3.86 %        
 
                   
 
                     
 
         
Net interest margin (1)
                    3.82 %                     4.24 %        
 
                   
 
                     
 
         
Taxable-equivalent adjustments
                                                       
Loans
          $ 984                     $ 1,041                  
Available for sale securities
            2,158                       4,473                  
 
           
 
                     
 
                 
Total
          $ 3,142                     $ 5,514                  
 
           
 
                     
 
                 
                 
(1)
  Taxable-equivalent yields are calculated assuming a 35% federal income tax rate.     (3 )   Includes loan fees in both interest income and the calculation of the yield on income.
(2)
  Yields are calculated on historical cost and exclude the impact of the unrealized gain (loss) on available for sale securities.     (4 )   Includes loans on nonaccrual status.

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FINANCIAL CONDITION

Union Planters’ total assets were $31.5 billion at March 31, 2004, compared to $31.9 billion at December 31, 2003 and $34.2 billion at March 31, 2003. Average assets were $31.3 billion for the first quarter of 2004, compared to $33.2 billion for the first quarter of 2003.

Earning assets at March 31, 2004 were $28.8 billion, compared to $28.9 billion at December 31, 2003 and $31.2 billion at March 31, 2003. Average earning assets were $28.5 billion for the first quarter of 2004, which compares to $30.3 billion for the same period last year and $28.6 billion for the fourth quarter of 2003.

Loans held for resale were $1.1 billion at March 31, 2004, compared to $.8 billion at December 31, 2003 and $2.1 billion at March 31, 2003.

Available for Sale Securities

Union Planters’ available for sale securities portfolio is carried on the balance sheet at fair value and amounted to $5.2 billion at March 31, 2004, compared to $5.0 billion and $6.1 billion at December 31, 2003 and March 31, 2003, respectively. Average available for sale securities were $5.2 billion for the first quarter of 2004, compared with $4.6 billion for the fourth quarter of 2003 and $5.1 billion for the first quarter of 2003. The purchase and sale transactions in the portfolio were designed to adjust the Company’s interest rate risk profile. Gains of $31.9 million were recognized during the first quarter of 2004 on sales of $1.1 billion of securities, compared to gains during the first quarter of 2003 of $19.0 million on sales of $748.0 million of securities.

At March 31, 2004, Union Planters’ available for sale securities had net unrealized gains of $31.6 million (before income taxes). This compares to net unrealized gains of $1.9 million at December 31, 2003. Refer to Note 2 to the unaudited consolidated financial statements for the composition of the investment portfolio at March 31, 2004 and December 31, 2003.

U.S. Treasury and U.S. Government agency obligations represented approximately 78% of the available for sale securities portfolio at March 31, 2004, 55% of which were government collateralized mortgage obligations (CMOs) and mortgage-backed securities issues. Union Planters has some credit risk in the available for sale securities portfolio; however, management does not consider that risk to be significant and does not believe that cash flows will be significantly impacted. At March 31, 2004, the limited credit risk in the investment portfolio consisted of 11% investment grade CMOs, 99% of which are rated A or greater, 4% municipal obligations, 75% of which were rated A or better, and 7% other stocks and securities, primarily Federal Reserve Bank and Federal Home Loan Bank (FHLB) stock. Reference is made to the Net Interest Income and Market Risk and Asset/Liability Management discussions for information regarding the market-risk in the available for sale securities portfolio.

Loans

Loans, net of unearned income at March 31, 2004 were $22.1 billion, compared to $22.0 billion and $22.7 billion at December 31, 2003 and March 31, 2003, respectively. Decreases due to refinancing of residential mortgage loans and planned run-off of indirect consumer loans and brokered home equity loans were partly offset by increases in home equity lines of credit. The loan balance was also impacted by branch divestitures, which resulted in the sale of $126.5 million in loans during the first quarter of 2004. While commercial loan demand was generally soft during the first quarter of 2004, the Company’s larger markets have begun to experience increased commercial loan demand. As the economy continues to improve, commercial loan demand is expected to increase.

Allowance for Losses on Loans

The allowance for losses on loans (the Allowance) at March 31, 2004 was $308.8 million, compared with $330.8 million at December 31, 2003 and $351.0 million at March 31, 2003. The decrease in the Allowance from December 31, 2003 related primarily to the transfer of portfolios of brokered home equity and rental car fleet loans aggregating $235.2 million to loans held for resale based on management’s intent to sell the loans. The transfer of the loans resulted in the release of $43.9 million from the Allowance as the loans were transferred at fair value. Annualized net charge-offs as a percentage of average loans were .73% for the first quarter of 2004, a decrease from .87% in the first quarter of 2003. Union Planters’ loan portfolio has no significant concentration in terms of industry, geography, product type or size of individual borrowing relationship. As detailed in the following tables, the Allowance as a percentage of nonperforming loans at March 31, 2004 remained unchanged from December 31, 2003 at 158%. This consistency prevailed in spite of a decrease in the Allowance due to management’s continued success in reducing the amount of nonperforming loans. Over the remainder of 2004, management expects that the level of nonperforming loans will continue to gradually decrease, assuming a stable or improving economy. While a decrease is expected during the year, the level of nonperforming loans may rise and fall at various times during 2004. Similarly, management believes that net charge-offs will also continue to decline during 2004 as long as economic conditions continue to improve. While the timing of the actual charge-off of loans for which reserves have been established is uncertain, management believes that all inherent loan losses have been adequately provided for in the Allowance. These are forward-looking statements, and actual results could differ because of several factors, including those identified in this discussion and in the discussion of Cautionary Statements Regarding Forward-Looking Information.

Union Planters maintains the Allowance at a level deemed sufficient to absorb probable losses in the loan portfolio at the balance sheet

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date. The Allowance is reviewed quarterly to assess the risk in the portfolio. This methodology includes assigning loss factors to loans with similar characteristics for which inherent probable loss can be assessed. The loss factors are based on historical experience as adjusted for current business and economic conditions and are applied to the respective portfolios to assist in determining the overall adequacy of the Allowance.

A periodic review of selected credits (based on loan size) is conducted to identify loans with heightened risk or inherent losses. The primary responsibility for this review rests with the management personnel assigned with accountability for the credit relationship. This review is supplemented with periodic reviews by Union Planters’ credit review function, as well as periodic examination of both selected credits and the credit review process by the applicable regulatory agencies. These reviews provide information, which assists management in the timely identification of problems and potential problems and provides a basis for deciding whether the credit represents a probable loss or risk that should be quantified and recognized.

The following table provides a reconciliation of the Allowance at the dates indicated and certain key ratios for the three-month periods ended March 31, 2004 and 2003 and for the year ended December 31, 2003:

                         
    Three Months Ended    
    March 31,
  Year Ended
                    December 31,
    2004
  2003
  2003
    (Dollars in thousands)
Beginning balance
  $ 330,826     $ 350,931     $ 350,931  
Loans charged off
                       
Commercial, financial and agricultural
    (23,896 )     (17,520 )     (75,736 )
Foreign
    (12 )     (2,093 )     (2,179 )
Accounts receivable — factoring
    (4,769 )     (11,270 )     (47,519 )
Real estate — construction
    (1,814 )     (1,677 )     (9,662 )
Real estate — mortgage
                       
Secured by 1-4 family residential
    (5,997 )     (8,449 )     (42,225 )
Non-farm, nonresidential properties
    (5,066 )     (2,291 )     (12,348 )
Multifamily (5 or more) residential
    (243 )     (1,551 )     (2,866 )
Secured by farmland
    (379 )     (55 )     (883 )
Home equity
    (1,370 )     (920 )     (5,813 )
Consumer
    (6,501 )     (11,444 )     (42,325 )
Direct lease financing
    (57 )     (442 )     (493 )
 
   
 
     
 
     
 
 
Total charge-offs
    (50,104 )     (57,712 )     (242,049 )
 
   
 
     
 
     
 
 
Recoveries on loans previously charged off
                       
Commercial, financial and agricultural
    2,791       2,406       11,734  
Foreign
    33       358       2,633  
Accounts receivable — factoring
    1,512       750       2,159  
Real estate — construction
    613       162       865  
Real estate — mortgage
                       
Secured by 1-4 family residential
    442       388       1,904  
Non-farm, nonresidential properties
    354       600       4,230  
Multifamily (5 or more) residential
    7       9       87  
Secured by farmland
    38       55       195  
Home equity
    68       188       855  
Consumer
    3,985       4,178       17,659  
Direct lease financing
    5             172  
 
   
 
     
 
     
 
 
Total recoveries
    9,848       9,094       42,493  
 
   
 
     
 
     
 
 
Net charge-offs
    (40,256 )     (48,618 )     (199,556 )
Provision charged to expense
    62,823       48,649       181,539  
Allowance related to the transfer of certain loans to loans held for resale and sale of loans
    (44,630 )           (2,088 )
 
   
 
     
 
     
 
 
Balance at end of period
  $ 308,763     $ 350,962     $ 330,826  
 
   
 
     
 
     
 
 
Total loans, net of unearned income, at end of period
  $ 22,065,288     $ 22,714,615     $ 21,996,037  
Average total loans, net of unearned income, during period
  $ 22,131,256     $ 22,732,839     $ 22,464,454  
Credit Quality Ratios
                       
Allowance for losses on loans/loans, net of unearned income
    1.40 %     1.55 %     1.50 %
Net charge-offs/average loans, net of unearned income (1)
    .73       .87       .89  
Provision for losses on loans/average loans, net of unearned income (1)
    1.14       .87       .81  


(1)   Amounts annualized for March 31, 2004 and 2003.

The increase in the first quarter of 2004 in charge-offs of commercial, financial and agricultural loans is primarily due to write-downs of three large credits for which specific reserves had already been established in earlier periods. The decrease in charge-offs of accounts receivable — factoring compared to the first quarter of 2003 primarily relates to charge-offs during the first quarter of 2003 for receivables Union Planters purchased from multiple factoring clients that were due from one customer that the factoring clients have in common, a multi-national retailer of consumer goods that has recently emerged from bankruptcy proceedings. Union Planters established a specific reserve for this customer during 2002. The decrease in the first quarter of 2004 in charge-offs of consumer loans is primarily the result of more stringent underwriting standards established by management during the first quarter of

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2003 as well as the implementation of new collection processes during 2003. Both of these initiatives are part of management’s ongoing efforts to improve credit quality.

Nonperforming Assets

Nonaccrual, Restructured and Past Due Loans and Foreclosed Properties

                         
    March 31,
   
                    December 31,
    2004
  2003
  2003
    (Dollars in thousands)
Nonaccrual loans
  $ 195,204     $ 242,740     $ 209,455  
Restructured loans
    298       481       302  
 
   
 
     
 
     
 
 
Total nonperforming loans
    195,502       243,221       209,757  
Foreclosed properties
                       
Other real estate owned, net
    49,249       68,676       49,808  
Other foreclosed property
    7,532       995       2,236  
 
   
 
     
 
     
 
 
Total foreclosed properties
    56,781       69,671       52,044  
 
   
 
     
 
     
 
 
Total nonperforming assets
  $ 252,283     $ 312,892     $ 261,801  
 
   
 
     
 
     
 
 
Loans past due 90 days or more and still accruing interest
  $ 186,658     $ 266,026     $ 203,991  
Less: FHA/VA government-insured/guaranteed loans past due 90 days or more and still accruing interest
    (30,295 )     (62,099 )     (44,148 )
 
   
 
     
 
     
 
 
Loans past due 90 days or more and still accruing interest, net of FHA/VA government-insured/guaranteed loans
  $ 156,363     $ 203,927     $ 159,843  
 
   
 
     
 
     
 
 
Ratios
                       
Nonperforming loans/loans, net of unearned income(2)
    .88 %     1.07 %     .95 %
Nonperforming assets/loans, net of unearned income plus foreclosed properties(2)
    1.14       1.37       1.19  
Allowance for losses on loans/nonperforming loans
    158       144       158  
Loans past due 90 days or more and still accruing interest/loans, net of unearned income
    .84       1.17       .93  
Excluding FHA/VA government-insured/guaranteed loans:(1)
                       
Loans past due 90 days or more and still accruing interest/loans, net of unearned income
    .71       .91       .73  


(1)   Ratio calculations exclude FHA/VA government-insured guaranteed loans, which represent minimal credit risk to Union Planters.
 
(2)   Includes nonperforming loans in loans held for resale.

The breakdown of nonaccrual loans and loans past due 90 days or more and still accruing interest is as follows:

                                                 
    Nonaccrual Loans
  Loans Past Due 90 Days or More
    March 31,
          March 31,
   
                    December 31,                   December 31,
    2004
  2003
  2003
  2004
  2003
  2003
    (Dollars in thousands)
Loan Type
                                               
Commercial, financial and agricultural
  $ 99,378     $ 98,755     $ 108,926     $ 11,871     $ 16,823     $ 14,723  
Foreign
    83       5,124       83       4,786       426        
Real estate — construction
    16,698       30,798       18,354       1,897       8,371       1,505  
Real estate — mortgage
                                               
Secured by 1-4 family residential
    15,175       26,714       15,729       116,551       155,339       119,054  
FHA/VA government-insured/guaranteed
    561       576       525       30,295       62,099       44,148  
Non-farm, nonresidential properties
    43,785       61,267       42,923       7,177       6,105       9,849  
Multifamily (5 or more) residential
    10,733       11,022       12,311       849       3,944       303  
Secured by farmland
    6,270       5,100       7,313       2,461       874       2,862  
Home equity
    2,003       2,458       2,519       5,787       5,381       5,539  
Consumer
    518       926       772       4,388       5,605       5,296  
Direct lease financing
                      596       1,059       712  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total
  $ 195,204     $ 242,740     $ 209,455     $ 186,658     $ 266,026     $ 203,991  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

Nonperforming assets and past due loans. Nonperforming assets decreased $9.5 million compared to the fourth quarter of 2003, the lowest level since March 2001. Management anticipates further reductions in nonperforming assets this year, subject to favorable economic and business conditions as a result of management’s continued commitment to improving credit quality. These are forward-looking statements, and actual results could differ because of several factors, including those mentioned in the Cautionary Statements Regarding Forward-Looking Information at the beginning of this discussion.

Loans past due 90 days or more and still accruing interest decreased $17.3 million from December 31, 2003, to .84% of loans at March 31, 2004, compared to .93% at December 31, 2003 and 1.17% at March 31, 2003, respectively. The preceding table details the composition of these loans.

Potential Problem Assets

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Potential problem assets consist of assets that are generally secured and are not currently considered nonperforming. They include those assets where information about possible credit problems has raised serious doubts as to the ability of the borrowers to comply with present repayment terms. Historically, such assets have been loans, which have ultimately become nonperforming. At March 31, 2004, Union Planters had potential problem assets (all loans) aggregating $28.5 million, comprised of three loans, the largest of which was $13.0 million. This compares to potential problem assets (all loans) aggregating $37.1 million, comprised of three loans at December 31, 2003. The preceding statements are based on information available as of March 31, 2004. The receipt of information subsequent to this date could result in changes in the actual amounts and numbers of problem assets. These are forward-looking statements, and actual results could differ because of several factors, including those identified in this discussion and in the discussion of Cautionary Statements Regarding Forward-Looking Information.

Deposits

Union Planters’ deposit base is its primary source of liquidity and consists of deposits from the communities served in Union Planters’ twelve-state market area. The composition of average deposits was as follows:

                         
    Three Months Ended
    March 31,
  December 31,
    2004
  2003
  2003
    (Dollars in thousands)
Noninterest-bearing deposits
  $ 5,079,356     $ 4,672,871     $ 5,122,324  
Money market deposits
    5,663,604       5,722,316       5,924,499  
Interest-bearing checking
    3,429,944       3,462,093       3,444,034  
Savings deposits
    1,488,195       1,408,927       1,472,907  
 
   
 
     
 
     
 
 
Total transaction and saving accounts
    15,661,099       15,266,207       15,963,764  
 
   
 
     
 
     
 
 
Other time deposits
    5,477,103       6,345,182       5,684,255  
Time deposits of $100,000 and over
    1,560,888       1,643,022       1,569,161  
 
   
 
     
 
     
 
 
Total time deposits
    7,037,991       7,988,204       7,253,416  
 
   
 
     
 
     
 
 
Total average deposits
  $ 22,699,090     $ 23,254,411     $ 23,217,180  
 
   
 
     
 
     
 
 

Average deposits decreased $518.1 million for the first quarter of 2004 compared to the fourth quarter of 2003 and $555.3 million compared to the first quarter of 2003. Most of the overall decline in average deposits in the current quarter from previous quarters related to time deposit and money market accounts due to the low level of interest rates. An additional factor in the decline in the deposit balance was branch divestitures, which resulted in the sale of $225.2 million in deposits during the first quarter of 2004. A major deposit campaign is planned for the second quarter of 2004 to offset this decline.

Borrowings

Total borrowings at March 31, 2004 were $4.68 billion, compared to $5.08 billion at December 31, 2003 and $5.28 billion at March 31, 2003. The decrease in debt from December 31, 2003 is primarily related to the decrease in federal funds sold and securities purchased under agreements to resell. The decrease from March 31, 2003 is the result of diminished funding needs due to a significant decrease in loans held for resale. The Consolidated Average Balance Sheet and Interest Rates and Note 6 to the unaudited consolidated financial statements provide additional information regarding Union Planters’ borrowings.

Shareholders’ Equity

Union Planters’ total shareholders’ equity increased $40.8 million from December 31, 2003 to $3.11 billion at March 31, 2004. The major items affecting shareholders’ equity are as follows:

    $9.2 million increase due to retained net earnings (net earnings less dividends paid)

    $4.4 million increase due to common stock issued for employee benefit plans

    $19.4 million increase due to the net change in the unrealized gain or loss on available for sale securities

    $7.1 million increase due to the net change in the unrealized gain on cash flow hedges

Capital Adequacy

The following table presents information concerning Union Planters Corporation’s and Union Planters Bank, National Association’s risk-based capital and capital adequacy ratios. The regulatory capital ratios qualify Union Planters Bank, National Association for the “well-capitalized” regulatory classification.

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Union Planters Corporation
Risk-Based Capital

                         
    March 31,
   
    2004
  2003
  December 31,
2003

       
    (Dollars in millions)
Tier 1 capital
  $ 2,431     $ 2,579     $ 2,404  
Total risk-based capital
    3,943       3,729       3,908  
Risk-weighted assets
    24,985       25,681       25,043  
Ratios
                       
Leverage (1)
    8.01 %     8.00 %     7.89 %
Tier 1 risk-based capital
    9.74       10.04       9.60  
Total risk-based capital
    15.78       14.52       15.60  
Total shareholders’ equity/total assets (at period-end)
    9.86       9.63       9.61  


(1)   Based on period-end capital and quarterly adjusted average assets.

Union Planters Bank, National Association
Risk-Based Capital

                         
    March 31,
   
                    December 31,
    2004
  2003
  2003
    (Dollars in millions)
Tier 1 capital
  $ 2,408     $ 2,367     $ 2,427  
Total capital
    3,004       2,976       3,027  
Risk-weighted assets
    24,878       25,491       24,880  
Ratios
                       
Leverage (1)
    8.02 %     7.43 %     8.05 %
Tier 1 risk-based capital
    9.68       9.29       9.76  
Total risk-based capital
    12.08       11.68       12.17  


(1)   Based on period-end capital and quarterly adjusted average assets.

Accounting changes

For information regarding accounting standards issued which will be adopted in future periods, refer to Note 1 to the unaudited consolidated financial statements.

Liquidity

Union Planters requires liquidity sufficient to meet cash requirements for deposit withdrawals, to make new loans and satisfy loan commitments, to take advantage of attractive investment opportunities and to repay borrowings at maturity. Deposits, available for sale securities and money market investments are Union Planters’ primary sources of liquidity. Liquidity is also achieved through short-term borrowings, borrowings under available lines of credit, and issuance of securities and debt instruments in the financial markets. Union Planters believes it has adequate liquidity to meet its operating requirements.

At April 1, 2004, the parent company could have received dividends from subsidiaries of $2.2 million without prior regulatory approval. The payment of dividends by Union Planters’ subsidiaries will be dependent on the future earnings and capital and liquidity considerations. Management believes that the parent company has adequate liquidity to meet its cash needs, including the payment of its regular dividends and servicing of its debt.

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

Market Risk and Asset/Liability Management

Union Planters’ assets and liabilities are principally financial in nature, and the resulting earnings, primarily net interest income, are subject to change as a result of fluctuations in market interest rates and the mix of the various assets and liabilities. Interest rates in the financial markets affect pricing decisions on assets and liabilities, and the resulting net interest income represents approximately 61% of Union Planters’ revenues, on a fully taxable equivalent basis, for the three months ended March 31, 2004. Consequently, a substantial part of Union Planters’ risk-management activities are devoted to managing interest rate risk. Currently, Union Planters does not have significant risks related to foreign exchange, commodities or equity risk.

Interest Rate Risk

The Company’s primary market risk is interest rate risk, which is the risk that earnings and shareholder value will be reduced by adverse changes in the interest rate environment. Effectively managing interest rate risk is an integral factor in maximizing the long-term earnings capacity and value of the Company. Responsibility for managing interest rate risk within the limits established by the Company’s Board rests with the Asset/Liability Management Committee (ALCO), which is comprised of the Chief Executive Officer, Chief Financial Officer, members of the executive management committee and senior financial executives. To accomplish that objective, the ALCO monitors appropriate policies, reviews and approves balance sheet management strategies,

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and ensures compliance with interest rate risk policy limits. Reference is made to the Available for Sale Securities and Loans discussions for additional information regarding the risks related to these items.

The Company employs simulation analysis as the primary tool for quantifying interest rate risk. Simulation analysis utilizes cash flow, maturity and repricing information from the Company’s existing balance sheet and combines that with assumptions about future market environments with respect to rates, spread, volatilities, expected customer behavior and management pricing actions. Key assumptions that drive simulation results include the following:

    Prepayment speeds on mortgage-related assets and fixed-rate loans

    Cash flows and repricings of all financial instruments

    Changes in loan and deposit volumes and pricing

    Future shapes of the yield curve

    Relationship of market interest rates to each other (basis risk)

    Credit spreads

    Deposit rate sensitivity

    Management’s financial plan

These assumptions are inherently uncertain, and, as a result, simulations cannot precisely predict net interest income nor the exact impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes, the difference between actual experience and the characteristics assumed, as well as changes in market conditions and management strategies.

Simulations are prepared using a variety of potential interest rate environments to estimate the Company’s earnings sensitivity to changing interest rates. These potential interest rate environments include interest rate shocks, gradual rate changes and changes in the shape of the yield curve. As previously mentioned, the Company’s Board has established policies that limit the allowable earnings exposure to changing interest rates. The Board’s policy is based on a standard set of interest rate scenarios including those listed below:

         
Interest Rate Shock Scenario
  12 Months Percentage Change from Stable
+200 basis points
    -10.0 %
+100 basis points
    -7.5  
-100 basis points
    -7.5  
-200 basis points
    -10.0  

    Stable rates (base) — current market interest rates remain unchanged.
 
    Shocks of +100 and +200 basis points where market interest rates receive an immediate, parallel and sustained increase along the stable rate curve, and administered interest rates are adjusted based on management’s assumptions.

    Shocks of -200 and -100 basis points where market interest rates receive an immediate, parallel and sustained decrease along the stable rate curve, and administered interest rates are adjusted based on management’s assumptions.

As of March 31, 2004, simulation analysis indicated that the Company’s earnings would decrease under scenarios of dramatically lower rates as compared to scenarios of stable rates. The following table depicts how sensitive Union Planters’ net interest income is to immediate parallel shifts in rates.

                 
    March 31,   December 31,
    2004
  2003
    (Dollars in millions)
+200 basis point rate shock
  $ 8.1     $ 13.0  
+100 basis point rate shock
    4.0       8.0  
-100 basis point rate shock
    (21.3 )     (18.2 )

Given the current level of short-term market interest rates, a 200 basis point decline in rates is not possible without allowing rates to drop below 0%. Therefore, management does not consider a -200 basis point rate shock scenario meaningful.

The Company manages market risk exposures by maintaining portfolios of fixed-income securities, wholesale funding and derivative financial instruments, including interest rate swaps, swaptions, caps and floors.

Item 4 — Controls and Procedures

Union Planters maintains disclosure controls and procedures that are designed to ensure that information Union Planters is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

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Union Planters’ management has evaluated, with the participation of Union Planters’ Chief Executive Officer and Chief Financial Officer, the effectiveness of these disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of March 31, 2004, Union Planters’ disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion.

There was no change in Union Planters’ internal control over financial reporting identified in connection with that evaluation that occurred during the quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, Union Planters’ internal controls over financial reporting.

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PART II — OTHER INFORMATION

Item 1 — Legal Proceedings

Union Planters and/or its various subsidiaries are parties to certain pending or threatened civil actions, which are described in Note 23 to Union Planters’ consolidated financial statements in Item 3, Part I of Union Planters’ Form 10-K for the year ended December 31, 2003, to which reference is made. Various other legal proceedings pending against Union Planters and /or its subsidiaries have arisen in the ordinary course of business.

While it is impossible to predict with certainty the outcome of any legal proceeding, based upon present information, including evaluations by outside counsel, management is of the opinion that neither Union Planters’ financial position, results of operations nor liquidity will be materially adversely, affected by the ultimate resolution of pending or threatened legal proceedings. There were no material developments during the first quarter of 2004 in any of the pending or threatened actions that affected such opinion.

Item 2 — Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None

Item 3 — Defaults Upon Senior Securities

None

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

None

Item 5 — Other Information

None

Item 6 — Exhibits and Reports on Form 8-K

Exhibits:

     
2
  Agreement and Plan of Merger, dated as of January 22, 2004, by and between Regions Financial Corporation and Union Planters Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Regions Financial Corporation on January 30, 2004 (Commission File No. 001-31307))
4
  Amendment to Rights Agreement, dated January 22, 2004, by and between Union Planters Corporation and American Stock Transfer & Trust Company (incorporated by reference to Form 8-A/A Amendment No. 2 filed by Union Planters Corporation on January 30, 2004, Commission File No. 001-10160)
10(a)
  Amendment to the Amended and Restated Employment Agreement by and between Union Planters Corporation and Jackson W. Moore, dated as of January 22, 2004 (incorporated by reference to Exhibit 10(p) to Union Planters Corporation’s Form 10-K dated December 31, 2003, Commission File No. 1-10160)
10(b)
  Amendment Number Three to the Supplemental Executive Retirement Agreement by and between Union Planters Corporation and Jackson W. Moore, dated as of January 22, 2004 (incorporated by reference to Exhibit 10(t) to Union Planters Corporation’s Form 10-K dated December 31, 2003, Commission File No. 1-10160)
10(c)
  Letter Agreement regarding the Supplemental Executive Retirement Agreement by and between Union Planters Corporation and Jackson W. Moore, dated as of January 22, 2004 (incorporated by reference to Exhibit 10(u) to Union Planters Corporation’s Form 10-K dated December 31, 2003, Commission File No. 1-10160)
31
  Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Additional exhibits furnished with this report:
32(a)
  906 Certification of Chief Executive Officer
32(b)
  906 Certification of Chief Financial Officer

Reports on Form 8-K filed or furnished during the quarter ended March 31, 2004:

         
    Date of Current Report
  Subject
1.
  January 15, 2004   Press release announcing Fourth Quarter and Year-End 2003 operating results, furnished under Item 12.
2.
  January 20, 2004   Slides referred to in a prerecorded earnings message and a transcript of the earnings message, furnished under Item 12.
3.
  January 30, 2004   Copy of Agreement and Plan of Merger, dated as of January 22, 2004, by and between Union Planters Corporation and Regions Financial Corporation, filed under Item 5.

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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.

         
    UNION PLANTERS CORPORATION
(Registrant)
 
 
Date: May 10, 2004
  By:   /s/ Jackson W. Moore
     
 
      Jackson W. Moore, Chairman,
      President and Chief Executive Officer
 
Date: May 10, 2004
  By:   /s/ Bobby L. Doxey
     
 
      Bobby L. Doxey,
      Senior Executive Vice President, Chief Financial Officer
and Chief Accounting Officer

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Exhibit Index

     
Exhibit    
Number
  Description
2
  Agreement and Plan of Merger, dated as of January 22, 2004, by and between Regions Financial Corporation and Union Planters Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Regions Financial Corporation on January 30, 2004 (Commission File No. 001-31307))
4
  Amendment to Rights Agreement, dated January 22, 2004, by and between Union Planters Corporation and American Stock Transfer & Trust Company (incorporated by reference to Form 8-A/A Amendment No. 2 filed by Union Planters Corporation on January 30, 2004, Commission File No. 001-10160)
10(a)
  Amendment to the Amended and Restated Employment Agreement by and between Union Planters Corporation and Jackson W. Moore, dated as of January 22, 2004 (incorporated by reference to Exhibit 10(p) to Union Planters Corporation’s Form 10-K dated December 31, 2003, Commission File No. 1-10160)
10(b)
  Amendment Number Three to the Supplemental Executive Retirement Agreement by and between Union Planters Corporation and Jackson W. Moore, dated as of January 22, 2004 (incorporated by reference to Exhibit 10(t) to Union Planters Corporation’s Form 10-K dated December 31, 2003, Commission File No. 1-10160)
10(c)
  Letter Agreement regarding the Supplemental Executive Retirement Agreement by and between Union Planters Corporation and Jackson W. Moore, dated as of January 22, 2004 (incorporated by reference to Exhibit 10(u) to Union Planters Corporation’s Form 10-K dated December 31, 2003, Commission File No. 1-10160)
31
  Section 302 Certifications of Chief Executive Officer and Chief Financial Officer
32(a)
  Section 906 Certification of Chief Executive Officer
32(b)
  Section 906 Certification of Chief Financial Officer

33