-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report CULLEN/FROST BANKERS, INC. (Exact name of issuer as specified in its charter) Texas 0-7275 74-1751768 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 West Houston Street, San Antonio, Texas 78205 (Address of principal executive offices) (Zip Code) (210) 220-4011 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Item 2.02 Results of Operations and Financial Condition Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by the Registrant on July 26, 2006 regarding its financial results for the quarter ended June 30, 2006. The information furnished by the Registrant pursuant to this item shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. * * * Forward Looking Statements Certain statements contained in this filing that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the future filings of Cullen/Frost Bankers, Inc. with the Securities and Exchange Commission ("SEC"), in press releases, and in oral and written statements made by or with the approval of Cullen/Frost that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) statements about the benefits of the merger of Cullen/Frost and Summit Bancshares, Inc. ("Summit") including future financial and operating results, cost savings, enhanced revenues and accretion to reported earnings that may be realized from t
he merger; (ii) statements of plans, objectives and expectations of Cullen/Frost or Summit or their managements or Boards of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes", "anticipates", "expects", "intends", "targeted", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: (i) the risk that the businesses of Cullen/Frost and Summit will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (ii) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (iii) revenues following the merger may be lower than expected; (iv) deposit attrition, operating costs, customer loss and business disruption following the merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (v) the ability to obtain governmental approvals of the merger on the proposed terms and schedu
le; (vi) the failure of Summit's shareholders to approve the merger; (vii) local, regional, national and international economic conditions and the impact they may have on Cullen/Frost and Summit and their customers and Cullen/Frost's and Summit's assessment of that impact; (viii) changes in the level of non-performing assets and charge-offs; (ix) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (x) inflation, interest rate, securities market and monetary fluctuations; (xi) changes in the competitive environment among financial holding companies and banks; and (xii) changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which Cullen/Frost and Summit must comply. Additional factors that could cause Cullen/Frost's results to differ materially from those described in the forward-looking statements can be found in Cullen/Frost's Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to Cullen/Frost or Summit or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. Forward-looking statements speak only as of the date on which such statements are made. Cullen/Frost and Summit undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Additional Information In connection with the proposed merger, Cullen/Frost will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Summit and a Prospectus of Cullen/Frost, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Cullen/Frost at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at http://www.frostbank.com under the tab "About Frost" and then under the heading "Investor Relations" and then under "SEC Filings". Copies of the P
roxy Statement/Prospectus and the SEC filings that will be incorporated by reference in the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Greg Parker, Executive Vice President & Director of Investor Relations, Cullen/Frost Bankers, Inc., P.O. Box 1600, San Antonio, Texas 78296, (210) 220-5632. Cullen/Frost and Summit and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Summit in connection with the proposed merger. Information about the directors and executive officers of Cullen/Frost is set forth in the proxy statement for Cullen/Frost's 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 27, 2006. Information about the directors and executive officers of Summit is set forth in the proxy statement for Summit's 2006 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 24, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. You may obtain free copies of this document as described in the p
receding paragraph. Item 9.01 Financial Statements and Exhibits (c) Exhibits: 99.1 Press Release dated July 26, 2006 with respect to the Registrant's financial results for the quarter ended June 30, 2006 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 hereunto duly authorized. CULLEN/FROST BANKERS, INC. By: /s/ Phillip D. Green Phillip D. Green Group Executive Vice President and Chief Financial Officer Dated: July 26, 2006 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated July 26, 2006 with respect to the Registrant's financial results for the quarter ended June 30, 2006 EXHIBIT 99.1 Greg Parker Investor Relations 210/220-5632 or Renee Sabel Media Relations 210/220-5416 FOR IMMEDIATE RELEASE July 26, 2006 CULLEN/FROST REPORTS SECOND QUARTER RESULTS AND TIMING OF EARNINGS CONFERENCE CALL SAN ANTONIO - Cullen/Frost Bankers, Inc. For the "I " "Just three weeks ago, we announced a merger agreement with Fort Worth-based Summit Bancshares, which has assets of $1.1 billion. This is an outstanding bank in an outstanding market we have served since the acquisition of Overton Bank and Trust in 1998. Their philosophy and relationship-driven business focus parallel our own, and we look forward to bringing their staff and customers into the Frost family. Late in the quarter we also converted all 10 Alamo Bank of Texas locations to Frost Bank, completing a process that began when we closed on the acquisition during the first quarter." For the first six months of 2006, net income was $95.2 million, or $1.70 per diluted common share, compared to $78.1 million, or $1.47 per diluted common share, for the first six months of 2005. Returns on average assets and average equity for the first six months of 2006 were 1.69 percent and 18.94 percent, respectively, compared to 1.60 percent and 18.83 percent for the same period in 2005. Other noted financial data for the first quarter follows: w Net interest income on a taxable-equivalent basis increased 24.4 percent to $119.3 million, from the $95.9 million reported a year earlier. Impacting this increase, in part, was a 15.2 percent increase in average deposits from the second quarter last year, to $9.1 billion, which in turn contributed to a rise of $1.4 billion in average earning assets compared to the same period a year earlier. The earning asset mix continued to improve as average loans for the quarter rose to $6.5 billion, 19.3 percent higher than the $5.5 billion reported for the second quarter of 2005. Net interest income and net interest margin were also impacted by the ongoing rising rate environment. The net interest margin was 4.70 percent for the second quarter, up from 4.66 percent for the previous quarter and 4.42 percent for the second quarter of 2005. w Non-interest income w Non-interest expense w For the Cullen/Frost Bankers, Inc. will host a conference call on Wednesday, July 26, 2006, at 10:00 a.m. Central Time (CT) to discuss the results for the quarter. The media and other interested parties are invited to access the call in a "listen only" mode at 800-944-6430. Digital playback of the conference call will be available after 2:00 p.m. CT until midnight Sunday, July 30,2006 at 800-642-1687 with Conference ID # of 2822874. The call will also be available by webcast at the URL listed below and available for playback after 2:00 p.m. CT. After entering the website, www.frostbank.com, go to "About Frost" on the top navigation bar, then click on Investor Relations. Cullen/Frost Bankers, Inc. (NYSE:CFR) is a financial holding company, headquartered in San Antonio, with assets of $11.4 billion at June 30, 2006. The corporation provides a full range of commercial and consumer banking products, investment and brokerage services, insurance products and investment banking services. Its subsidiary, Frost Bank, operates 93 financial centers across Texas in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost is the largest Texas-based bank, helping Texans with their financial needs during three centuries. Forward-Looking Statements and Factors that Could Affect Future Results Certain statements contained in this Earnings Release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the Corporation's future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Corporation that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of Cullen/Frost or its management or Board of Directors, including those relating to products or servic
es; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes", "anticipates", "expects", "intends", "targeted", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: w Local, regional, national and international economic conditions and the impact they may have on the Corporation and its customers and the Corporation's assessment of that impact. w Changes in the level of non-performing assets and charge-offs. w Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements. w The effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board. w Inflation, interest rate, securities market and monetary fluctuations. w Political instability. w Acts of war or terrorism. w The timely development and acceptance of new products and services and perceived overall value of these products and services by users. w Changes in consumer spending, borrowings and savings habits. w Changes in the financial performance and/or condition of the Corporation's borrowers. w Technological changes. w Acquisitions and integration of acquired businesses. See the Corporation's current reports on Form 8-K filed with the SEC on July 3, 2006 and July 7, 2006. w The ability to increase market share and control expenses. w Changes in the competitive environment among financial holding companies. w The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Corporation and its subsidiaries must comply. w The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters. w Changes in the Corporation's organization, compensation and benefit plans. w The costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews. w Greater than expected costs or difficulties related to the integration of new products and lines of business. w The Corporation's success at managing the risks involved in the foregoing items. Forward-looking statements speak only as of the date on which such statements are made. The Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Cullen/Frost Bankers, Inc. CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED) (In thousands, except per share amounts) 2006 2005 2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr CONDENSED INCOME STATEMENTS Net interest income $ 116,968 $ 112,440 $ 107,800 $ 99,285 $ 94,078 Net interest income(1) 119,309 114,719 109,968 101,255 95,926 Provision for possible loan Non-interest income: Trust fees 15,744 15,754 15,059 14,463 14,541 Service charges on deposit accounts Insurance commissions and fees 6,144 8,975 5,539 7,389 6,193 Other charges, commissions and Net gain (loss) on securities Other 10,615 11,009 10,070 9,894 11,895 Total non-interest income 60,265 60,758 56,553 58,054 57,733 Non-interest expense: Salaries and wages 47,463 46,106 43,787 41,818 40,454 Employee benefits 11,434 13,176 9,252 9,973 10,315 Net occupancy 8,512 8,433 8,244 8,111 7,408 Furniture and equipment 6,357 6,302 5,983 6,202 5,925 Intangible amortization 1,358 1,306 1,160 1,050 1,278 Other 25,070 24,873 26,652 24,838 24,070 Total non-interest expense 100,194 100,196 95,078 91,992 89,450 Income before income taxes 71,934 69,068 66,325 62,622 60,186 Income taxes 23,384 22,391 21,408 20,167 19,502 Net income $ 48,550 $ 46,677 $ 44,917 $ 42,455 $ 40,684 PER SHARE DATA Net income - basic $ 0.88 $ 0.86 $ 0.83 $ 0.81 $ 0.78 Net income - diluted 0.86 0.83 0.81 0.79 0.77 Cash dividends 0.34 0.30 0.30 0.30 0.30 Book value at end of quarter 18.51 18.34 18.03 17.03 16.81 OUTSTANDING SHARES Period-end shares 55,542 55,106 54,483 52,657 52,308 Weighted-average shares - basic 55,105 54,574 54,015 52,345 51,884 Dilutive effect of stock Weighted-average shares - diluted 56,303 55,927 55,361 53,630 53,130 SELECTED ANNUALIZED RATIOS Return on average assets 1.70 % 1.68 % 1.63 % 1.68 % 1.67 % Return on average equity 19.02 18.86 18.52 18.98 19.35 Net interest income to average (1) Cullen/Frost Bankers, Inc. CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED) 2006 2005 2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr BALANCE SHEET SUMMARY ($ in millions) Average Balance: Loans $ 6,539 $ 6,307 $ 6,008 $ 5,593 $ 5,483 Earning assets 10,090 9,906 9,587 8,916 8,697 Total assets 11,450 11,286 10,901 10,037 9,786 Non-interest-bearing demand Interest-bearing deposits 5,769 5,691 5,378 5,052 5,005 Total deposits 9,069 8,996 8,680 8,016 7,874 Shareholders' equity 1,024 1,004 962 887 844 Period-End Balance: Loans $ 6,577 $ 6,511 $ 6,085 $ 5,710 $ 5,589 Earning assets 10,076 10,300 10,203 9,185 8,903 Goodwill and intangible Total assets 11,403 11,579 11,741 10,280 9,951 Total deposits 9,078 9,292 9,146 8,283 8,011 Shareholders' equity 1,028 1,011 982 897 879 Adjusted shareholders' ASSET QUALITY ($ in thousands) Allowance for possible loan losses $ 85,552 $ 84,142 $ 80,325 $ 77,117 $ 77,103 As a percentage of period-end loans 1.30 % 1.29 % 1.32 % 1.35 % 1.38 % Net charge-offs $ 3,695 $ 2,490 $ 2,928 $ 2,711 $ 1,610 Annualized as a percentage of average loans 0.23 % 0.16 % 0.19 % 0.19 % 0.12 % Non-performing assets: Non-accrual loans $ 30,824 $ 34,027 $ 33,179 $ 34,432 $ 34,205 Foreclosed assets 6,461 6,766 5,748 6,394 7,130 Total $ 37,285 $ 40,793 $ 38,927 $ 40,826 $ 41,335 As a percentage of: Total loans and foreclosed assets 0.57 % 0.63 % 0.64 % 0.71 % 0.74 % Total assets 0.33 0.35 0.33 0.40 0.42 CONSOLIDATED CAPITAL RATIOS Tier 1 Risk-Based Capital Ratio 12.00 % 11.55 % 12.24 % 13.01 % 12.84 % Total Risk-Based Capital Ratio 14.65 14.21 14.94 15.92 15.82 Leverage Ratio 9.39 9.12 9.62 10.16 10.06 Equity to Assets Ratio (period-end) 9.01 8.73 8.37 8.72 8.84 Equity to Assets Ratio (average) 8.94 8.89 8.82 8.84 8.62 (1)
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
losses
5,105
3,934
2,950
2,725
2,175
19,566
19,107
19,749
20,173
19,462
fees
8,196
5,914
6,117
6,135
5,642
transactions
- --
(1
)
19
- --
- --
compensation
1,198
1,353
1,346
1,285
1,246
earning assets(1)
4.70
4.66
4.54
4.52
4.42
deposits
3,300
3,305
3,302
2,964
2,869
assets
268
269
184
111
112
equity(1)
1,135
1,086
1,033
928
890
Cullen/Frost Bankers, Inc. |
||||||||||||
CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED) |
||||||||||||
(In thousands, except per share amounts) |
||||||||||||
Six Months Ended |
||||||||||||
June 30, |
||||||||||||
2006 |
2005 |
|||||||||||
CONDENSED INCOME STATEMENTS |
||||||||||||
Net interest income |
$ |
229,408 |
$ |
184,181 |
||||||||
Net interest income(1) |
234,027 |
187,672 |
||||||||||
Provision for possible loan losses |
9,039 |
4,575 |
||||||||||
Non-interest income |
||||||||||||
Trust fees |
31,498 |
28,831 |
||||||||||
Service charges on deposit accounts |
38,673 |
38,829 |
||||||||||
Insurance commissions and fees |
15,119 |
14,803 |
||||||||||
Other charges, commissions and fees |
14,110 |
10,873 |
||||||||||
Net gain (loss) securities transactions |
(1 |
) |
- |
|||||||||
Other |
21,624 |
22,436 |
||||||||||
Total non-interest income |
121,023 |
115,772 |
||||||||||
Non-interest expense |
||||||||||||
Salaries and wages |
93,569 |
80,454 |
||||||||||
Employee benefits |
24,610 |
22,352 |
||||||||||
Net occupancy |
16,945 |
14,752 |
||||||||||
Furniture and equipment |
12,659 |
11,727 |
||||||||||
Intangible amortization |
2,664 |
2,649 |
||||||||||
Other |
49,943 |
48,003 |
||||||||||
Total non-interest expense |
200,390 |
179,937 |
||||||||||
Income before income taxes |
141,002 |
115,441 |
||||||||||
Income taxes |
45,775 |
37,390 |
||||||||||
Net income |
$ |
95,227 |
$ |
78,051 |
||||||||
PER SHARE DATA |
||||||||||||
Net income - basic |
$ |
1.74 |
$ |
1.51 |
||||||||
Net income - diluted |
1.70 |
1.47 |
||||||||||
Cash dividends |
0.64 |
0.565 |
||||||||||
Book value at end of period |
18.51 |
16.81 |
||||||||||
OUTSTANDING SHARES |
||||||||||||
Period-end shares |
55,542 |
52,308 |
||||||||||
Weighted-average shares - basic |
54,841 |
51,769 |
||||||||||
Dilutive effect of stock compensation |
1,275 |
1,331 |
||||||||||
Weighted-average shares - diluted |
56,116 |
53,100 |
||||||||||
SELECTED ANNUALIZED RATIOS |
||||||||||||
Return on average assets |
1.69 |
% |
1.60 |
% |
||||||||
Return on average equity |
18.94 |
18.83 |
||||||||||
Net interest income to average earning assets(1) |
4.68 |
4.35 |
(1)
Taxable-equivalent basis assuming a 35% tax rate.
Cullen/Frost Bankers, Inc. |
|||||||||||||
CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED) |
|||||||||||||
As of or for the |
|||||||||||||
Six Months Ended |
|||||||||||||
June 30, |
|||||||||||||
2006 |
2005 |
||||||||||||
BALANCE SHEET SUMMARY |
|||||||||||||
($ in millions) |
|||||||||||||
Average Balance: |
|||||||||||||
Loans |
$ |
6,424 |
$ |
5,385 |
|||||||||
Earning assets |
9,998 |
8,682 |
|||||||||||
Total assets |
11,369 |
9,810 |
|||||||||||
Non-interest-bearing demand deposits |
3,302 |
2,882 |
|||||||||||
Interest-bearing deposits |
5,730 |
5,032 |
|||||||||||
Total deposits |
9,032 |
7,914 |
|||||||||||
Shareholders' equity |
1,014 |
836 |
|||||||||||
Period-End Balance: |
|||||||||||||
Loans |
$ |
6,577 |
$ |
5,589 |
|||||||||
Earning assets |
10,076 |
8,903 |
|||||||||||
Goodwill and intangible assets |
268 |
112 |
|||||||||||
Total assets |
11,403 |
9,951 |
|||||||||||
Total deposits |
9,078 |
8,011 |
|||||||||||
Shareholders' equity |
1,028 |
879 |
|||||||||||
Adjusted shareholders' equity(1) |
1,135 |
890 |
|||||||||||
ASSET QUALITY |
|||||||||||||
($ in thousands) |
|||||||||||||
Allowance for possible loan losses |
$ |
85,552 |
$ |
77,103 |
|||||||||
As a percentage of period-end loans |
1.30 |
% |
1.38 |
% |
|||||||||
Net charge-offs: |
$ |
6,185 |
$ |
3,282 |
|||||||||
Annualized as a percentage of average loans |
0.19 |
% |
0.12 |
% |
|||||||||
Non-performing assets: |
|||||||||||||
Non-accrual loans |
$ |
30,824 |
$ |
34,205 |
|||||||||
Foreclosed assets |
6,461 |
7,130 |
|||||||||||
Total |
$ |
37,285 |
$ |
41,335 |
|||||||||
As a percentage of: |
|||||||||||||
Total loans and foreclosed assets |
0.57 |
% |
0.74 |
% |
|||||||||
Total assets |
0.33 |
0.42 |
|||||||||||
CONSOLIDATED CAPITAL RATIOS |
|||||||||||||
Tier 1 Risk-Based Capital Ratio |
12.00 |
% |
12.84 |
% |
|||||||||
Total Risk-Based Capital Ratio |
14.65 |
15.82 |
|||||||||||
Leverage Ratio |
9.39 |
10.06 |
|||||||||||
Equity to Assets Ratio (period-end) |
9.01 |
8.84 |
|||||||||||
Equity to Assets Ratio (average) |
8.92 |
8.52 |
(1)
Shareholders' equity excluding accumulated other comprehensive income (loss).-----END PRIVACY-ENHANCED MESSAGE-----