Filed by Zions Bancorporation FORWARD-LOOKING STATEMENTS Statements contained in this filing which are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between Zions Bancorporation and Amegy Bancorporation, Inc., including future financial and operating results and performance; statements about Zions Bancorporations and Amegy Bancorporation, Inc.s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as expects, anticipates, intends, plans, believes, seeks, estimates, will, should, may or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of the management of Zions Bancorporation and Amegy Bancorporation, Inc. and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Zions Bancorporation and Amegy Bancorporation, Inc. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Zions Bancorporation and Amegy Bancorporation, Inc. may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the stockholders of Amegy Bancorporation, Inc. may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) competition from other financial services companies; (8) economic conditions, either nationally or locally in areas in which Zions Bancorporation and Amegy Bancorporation, Inc. conduct their operations, being less favorable than expected; (9) changes in the interest rate environment reducing expected interest margins; and (10) legislation or regulatory changes, which adversely affect the ability of Zions Bancorporation or Amegy Bancorporation, Inc. to conduct the businesses in which they are engaged. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2004 Annual Reports on Form 10-K of Zions Bancorporation and Amegy Bancorporation, Inc. filed with the Securities and Exchange Commission and available at the SECs Internet site (http://www.sec.gov). Neither Zions Bancorporation nor Amegy Bancorporation, Inc. undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made. 1 |
Number one was interest rate risk. Amegy has been saying for some time now that it was asset sensitive, so you would expect in a rising rate environment that their margin would be going up. Here the lightest colored line is LIBOR quarterly average going back to 98; the lowest more stable bar the medium yellow one is the average net interest margin for all, I think again the top 50 banking companies; the dark orange bar is Zions margin over the same period; and the blue one is Amegys going back as far as we had time to get the data. Look what has been happening in the rising rate environment. This is just taking the previous slide, dropping the LIBOR off and blowing it up, so that you can see the [recent] trends more easily. A lot of banks in the industry have been saying that they were asset sensitive. In fact, the margins of a lot of banks have been flat and that is verified in the averages, which is the lowest bar there. Amegy has a higher margin than the average bank out there, but it has been steadily trending downward, even in the sharply rising interest rate environment not exactly consistent with asset sensitivity. Zions, on the other hand, has been saying for quite some time at least the last two or three years that we were slightly asset sensitive. And in fact, when interest rates were coming down our margins were drifting downward and when interest rates have come up our margins have been going up, which is entirely consistent with asset sensitivity. The underlying problem here we think is quite fixable. I joked that one person at a Bloomberg terminal can fix this. It is not an intractable problem. At its core, Amegy Bank looks very much like Zions Bank: they are a business bank; 70% of our loans are tied to prime or LIBOR, 70% of their loans are tied to prime or LIBOR. So, inherently their balance sheet reprices on the asset side very, very quickly in the core business. But they, over the period of the last couple of years, have added mortgage backed securities, whole mortgage loans and other longer dated assets to try to, take your pick, extend duration, reach for yield, what have you. But in a rising rate environment, unfortunately, those mortgage backed [securities] are under water and the mark has been going through OCI, not through the income statement. At the same time loan growth has been quite robust and they have needed to fund loans. Now, Zions loan growth has been quite robust as well and we have been able to run down our securities portfolio to fund part of that growth because our securities portfolio was all relatively short term and could be sold off without incurring losses. They will take a large loss through the income statement, or would have at the end first quarter, in order to do that. Now, if you are trying to sell a growth story, taking a large loss to restructure your balance sheet is not exactly what you want to do. So, they instead have been forced to go out and buy rather expensive money in order to fund underlying good loan growth. So, the largetime deposits, jumbo CDs and other expensive sources of funding have largely funded the good growth in the company, because they havent been able to run down the securities portfolio. So, a big portion of the balance sheet is fixed rate with mortgage backed [securities] and funding costs have been rising on the variable rate stuff. In the context of an acquisition we quickly saw that we could liquidate that securities portfolio take the mark through purchase accounting, run off the expensive sources of funds, and then replace the lost duration with interest rate swaps, without running the extension risk of mortgage backeds and no need to buy the extensive funding. We simply take pools of prime based loans and do interest rate swaps for received fixed to reduce the asset sensitivity that Amegy would have once you strip away those long securities. Just like us at our core we are a highly asset sensitive bank, and we have to hedge away some that asset sensitivity and for a long, long time now we have been doing it with interest rate swaps. We do some of that every month and with results that have served us very, very well. The other problem is expenses. This will take more than one person at a Bloomberg terminal to fix, but we dont see any reason why it cant be fixed either. This is a chart of efficiency ratios. Again, the lower bar there is an average of peers. The lighter colored bar is Zions over the same time period. As Dennis pointed out, we have made a lot of progress over the last few years in bringing our efficiency ratio down to something that you no longer dont want to talk about. It is quite reasonable, we think, for the decentralized, relationship officer focused model that we run. 4 |
Doyle Arnold: First of all, if you look at our 4 [subsidiary] banks that are most comparable if you look at Zions in Utah, Nevada State Bank, National Bank of Arizona and California Bank & Trust those banks run efficiency ratios ranging from about 47%, 48% to about 54%. I threw out our Commerce Bank because its such a unique model and Vectra Bank in Colorado which has the highest [efficiency ratio]. The Commerce Bank has a very low efficiency ratio, high 30s, low 40s something in that range, and Vectra Bank, on the other hand, is up in the mid to upper 60s and theyre in part a revenue problem and kind of a turn around story. But the others are very comparable in terms of size, in terms of what they do, etc. So that was our first benchmark, just take the mid to upperpart of that range and say, Is there anything about Amegy that says we shouldnt be able to run them or they run themselves under our model in a comparable basis? And the answer was no. I mean, its not like Houston is an extremely high cost market to be in. [Then] we started looking at some individual components, and Ill just give you a couple [of examples], technology and operations. They have a technology staff that is about twothirds of the size of Zions. So theres several hundred people in technology to maintain their platform. We will eliminate a great deal of that once the conversion to our platform occurs, which tentatively were scheduling for midFebruary. Thats not cast in stone yet but the working date is the Presidents Day weekend were figuring to close maybe at the end of November so just a couple months after that, 2 to 3 months after the transaction closes. There are several administrative overhead and SarbanesOxley and operating risk areas where we find similar ratios, where they have 60% to 70% or more of the same staff levels that we have being about 5 times their size. So, some of this is a scale issue, some of this is, maybe you dont want to be absolutely best in class in some of these administratively necessary things, you just want to be good but not goldplated. So were pretty comfortable that those expense savings are there. I will say also they are supporting several businesses that are kind of in startup mode where theres probably an opportunity to grow revenue, grow into an efficiency over time. Their private banking area, which is relatively new one for them theyve hired a lot of people out of some of the large brandname competitors there who over time will bring business with them. And if they do then that problem will correct itself on the revenue side. Right now its not a very profitable business just as our startup private client business is unprofitable today. But in both cases we hope to grow into those on the revenue side. And if the revenue doesnt come eventually we address the expense side as well. Eventually within the next year or two, we could say, Well, that was a nice try but it didnt work so lets move on. But were hoping its a nice try that will work at this point. Unidentified Audience Member: We had Downey Bridgwater from Sterling [Bancshares, Inc.] in our office in early June and he just mentioned that in Texas specifically, competition for assets is the most fierce hes seen in 27 years in terms and in credit profile and I was just wondering if you can comment there and also, theres big comment in the market about trying to retain lenders when youre going through an integration? Doyle Arnold: Well, competition for customers is tough everywhere. I think the most salient thing I can tell you is that based on what were hearing, admittedly through Amegy but both from their relationship officers and theyre getting it from their customers, theyre pumped. Their customers are telling them, This is great! They are delighted that if they had to do a deal they did this deal, because they are going to keep the local team in place, the local management team, which has a great deal of respect in that community. So, they have been getting massive and overwhelmingly positive feedback from customers and usually you do talk about customer attrition or how much will it be, will you be able to minimize it, etc, So far what were seeing is that we dont think theyre missing a beat in growth. Attrition isnt the word, its growing off of what they had when we announced it, so were pretty pleased with what were seeing. Im not hearing any more complaining about price and turns out of them that I am some of our other markets, and were doing pretty well in those markets. 6 |