FIRST NATIONAL OF NEBRASKA INC
10-Q, 1996-08-13
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                                   FORM  10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C.  20549



    [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           For the Quarterly Period Ended June 30, 1996, or



    [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           For the transition period from _________ to _________.



                          Commission file number 03502



                        First National of Nebraska, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
 
 
<S>                                                    <C> 
              Nebraska                                      47-0523079
- ------------------------------------                   --------------------
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)
 
 
 
    One First National Center      Omaha, NE                   68102
- ------------------------------------------------       --------------------
    (Address of principal executive offices)                (Zip Code)
 
 
 
Registrant's telephone number, including area code        (402) 341-0500
</TABLE>

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


As of July 30, 1996, the number of outstanding shares of the registrant's common
stock ($5.00 par value) was 346,767.
<PAGE>
 
PART I. ITEM 1.  FINANCIAL STATEMENTS

                       FIRST NATIONAL OF NEBRASKA, INC.
                          Consolidated Balance Sheets
                                  (Unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ASSETS                                             June 30,        December 31,
                                                     1996              1995
- --------------------------------------------------------------------------------
                                                          (In Thousands)
<S>                                             <C>                 <C>   
Cash and due from banks                         $    267,794        $   309,405
Federal funds sold and other short-term              
  investments                                         97,567            309,231
- --------------------------------------------------------------------------------
     Total cash and cash equivalents                 365,361            618,636
       
Securities held-to-maturity (fair value of
  $835,126,000 and $854,473,000 at June 30,
  1996 and December 31, 1995, respectively)          840,450            846,737
Securities available-for-sale (amortized    
  cost of $146,253,000 at June 30, 1996)             145,574                 --
 
Loans                                              4,511,802          4,451,120
     Less:  Allowance for loan losses                 82,520             67,740
            Unearned income                           11,334             11,693
- --------------------------------------------------------------------------------
         Net loans                                 4,417,948          4,371,687
 
Premises and equipment, net                          109,458             99,550
Other assets                                         177,243            173,932
- --------------------------------------------------------------------------------
          TOTAL ASSETS                          $  6,056,034        $ 6,110,542
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
Deposits:
     Non-interest bearing                       $    598,182        $   631,837
     Interest bearing                              4,436,916          4,458,043
- --------------------------------------------------------------------------------
          Total deposits                           5,035,098          5,089,880
 
Federal funds purchased and U.S.                     
  Treasury notes                                     140,705            133,488
Commercial paper and commercial                      
  paper based borrowings                             260,362            289,827
Other liabilities                                     59,059             58,300
Long-term debt and other                              
  interest-bearing obligations                        15,190              8,437
Capital notes                                         96,928            100,779
- --------------------------------------------------------------------------------
          Total liabilities                        5,607,342          5,680,711
 
Stockholders' equity:
     Common stock, par value $5 a
       share; 346,767 shares authorized,
       issued and outstanding                          1,734              1,734
     Additional paid-in capital                        2,603              2,603
     Retained earnings                               444,813            425,494
     Net unrealized gain (loss) on             
       available-for-sale securities                    (458)                --
- --------------------------------------------------------------------------------
          Total stockholders' equity                 448,692            429,831
- --------------------------------------------------------------------------------
          TOTAL LIABILITIES AND                 $  6,056,034        $ 6,110,542
            STOCKHOLDERS' EQUITY
================================================================================
See notes to consolidated financial statements.
</TABLE>

                                       2
<PAGE>
<TABLE>
                                                 FIRST NATIONAL OF NEBRASKA, INC.
                                                 Consolidated Statements of Income
                                                            (Unaudited)

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                  Quarter Ended June 30,               Six Months Ended June 30,
                                                                 1996                1995             1996                   1995
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                           (In Thousands, Except Share and Per Share Data)
<S>                                                         <C>                 <C>              <C>                    <C> 
Interest income:
     Interest and fees on loans and                         
       lease financing                                      $   164,583         $   156,675      $   327,889            $   305,896
     Interest on securities:
          Taxable interest income                                13,020              11,152           25,525                 22,311
          Nontaxable interest income                                275                 450              557                    827
     Interest on federal funds sold and other 
       short-term investments                                     3,286               2,492            7,015                  4,512
- ------------------------------------------------------------------------------------------------------------------------------------
               Total interest income                            181,164             170,769          360,986                333,546
- ------------------------------------------------------------------------------------------------------------------------------------
Interest expense:
     Interest on deposits                                        60,448              57,544          122,902                109,268
     Interest on commercial paper and commercial paper
       based borrowings                                           3,934               4,714            8,161                  9,390
     Interest on federal funds purchased and U.S. Treasury
       notes                                                      1,363                 932            2,451                  1,842
     Interest on long-term debt, other obligations and
       capital notes                                              2,077               2,104            4,126                  4,031
- ------------------------------------------------------------------------------------------------------------------------------------
               Total interest expense                            67,822              65,294          137,640                124,531
- ------------------------------------------------------------------------------------------------------------------------------------
Net interest income                                             113,342             105,475          223,346                209,015 
Provision for loan losses                                        38,776              24,116           76,973                 43,585
- ------------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses              74,566              81,359          146,373                165,430
 
Other operating income:
     Processing services                                         25,667              16,191           48,080                 30,012
     Deposit services                                             5,200               4,638            9,927                  9,630
     Trust and investment services                                4,177               3,769            8,152                  7,473
     Commissions                                                  1,558               1,510            7,525                  6,492
     Miscellaneous                                                7,641               4,676           12,565                 10,644
- ------------------------------------------------------------------------------------------------------------------------------------
               Total other operating income                      44,243              30,784           86,249                 64,251
- ------------------------------------------------------------------------------------------------------------------------------------
Income before other operating expense                           118,809             112,143          232,622                229,681
 
Other operating expense:
     Salaries and employee benefits                              33,453              28,819           68,489                 59,441
     Communications and supplies                                 13,681              12,829           32,357                 28,433
     Loan services purchased                                     15,878              10,497           30,390                 21,432
     Purchased processing                                         4,424               4,204            9,734                  9,643
     Net occupancy expense of premises                            5,218               5,856           10,383                 11,412
     Equipment rentals, depreciation and maintenance              6,270               5,738           12,634                 10,701
     Other professional services                                  
       purchased                                                  3,691               2,473            7,110                  5,851
     Federal deposit insurance                                       97               2,165              160                  4,693
     Miscellaneous                                                7,204               7,470           13,149                 14,036
- ------------------------------------------------------------------------------------------------------------------------------------
               Total other operating expense                     89,916              80,051          184,406                165,642
- ------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                       28,893              32,092           48,216                 64,039
 
Income tax expense/(benefit):
     Current                                                     14,060              15,085           25,121                 27,990
     Deferred                                                    (2,869)             (2,768)          (6,205)                (4,214)
- ------------------------------------------------------------------------------------------------------------------------------------
               Total income tax expense                          11,191              12,317           18,916                 23,776
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                  $    17,702         $    19,775      $    29,300            $    40,263
====================================================================================================================================
Average number of common shares outstanding                     346,767             346,767          346,767                346,767
====================================================================================================================================
Net income per common share                                 $     51.05         $     57.03      $     84.49            $    116.11
====================================================================================================================================
Cash dividends declared per common share                    $     16.88         $     16.00      $     28.78            $     25.73
====================================================================================================================================
See notes to consolidated financial statements.
</TABLE> 

                                       3
<PAGE>
 
                        FIRST NATIONAL OF NEBRASKA, INC.
                     Consolidated Statements of Cash Flows
                                  (Unaudited)
<TABLE>
<CAPTION>



- --------------------------------------------------------------------------------
                                                      Six Months Ended June 30,
                                                              1996        1995
- --------------------------------------------------------------------------------
                                                               (In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>         <C>
 Net Income                                               $  29,300   $  40,263
   Adjustments to reconcile net income to net
   cash flows from operating activities:
     Provision for loan losses                               76,973      43,585
     Depreciation and amortization                           13,872       8,575
     Provision for deferred taxes                            (6,205)     (4,214)
     Origination of loans for resale                        (20,898)     (9,975)
     Proceeds from the sale of loans                         20,407      10,259
     Other asset and liability activity, net                    376      17,539
- -------------------------------------------------------------------------------
 Net cash flows from operating activities                   113,825     106,032

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisition of businesses                              $     395   $  28,041
   Maturities of securities held-to-maturity                115,956     202,014
   Purchases of securities held-to-maturity                (120,064)   (130,544)
   Purchases of securities available-for-sale              (146,474)         --
   Net change in loans                                     (122,749)   (325,211)
   Purchases of premises and equipment                      (19,052)    (15,732)
   Other, net                                                 9,433      12,886
- --------------------------------------------------------------------------------
 Net cash flows from investing activities                  (282,555)   (228,546)

CASH FLOWS FROM FINANCING ACTIVITIES
   Net change in customer deposits                        $ (54,782)  $ 282,847
   Net change in federal funds purchased                      7,217     (64,038)
   Issuance of debt and capital notes                        27,074      15,204
   Principal repayments of debt and capital notes           (24,172)    (11,844)
   Net change in commercial paper and
    commercial paper based borrowings                       (29,902)    (18,472)
   Cash dividends paid                                       (9,980)     (8,922)
- --------------------------------------------------------------------------------
 Net cash flows from financing activities                   (84,545)    194,775
- --------------------------------------------------------------------------------
 Net change in cash and cash equivalents                   (253,275)     72,261

 Cash and cash equivalents at beginning of period           618,636     366,605
- --------------------------------------------------------------------------------
 Cash and cash equivalents at end of period               $ 365,361   $ 438,866
================================================================================
 Cash paid during the year for:
   Interest                                               $ 140,055   $ 118,399
   Income taxes                                           $  23,076   $  26,734
================================================================================
NON-CASH INVESTING AND FINANCING ACTIVITIES
   Increase to liabilities from business
    acquisitions                                          $     723   $  15,198
================================================================================
See notes to consolidated financial statements.

</TABLE>



                                       4
<PAGE>
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                 June 30, 1996


NOTE A:  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of First National
of Nebraska, Inc. and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete consolidated
financial statements.  For purposes of comparability, certain prior period
amounts have been reclassified.

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the financial statements have
been included.  Operating results for the six months ended June 30, 1996, are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1996.  The notes to the consolidated financial statements
contained in the Annual Report on Form 10-K for the year ended December 31, 1995
should be read in conjunction with these consolidated financial statements.


NOTE B:  EARNINGS PER COMMON SHARE

Net income per share is calculated by dividing net income by the average number
of common shares outstanding during the period.


NOTE C:  ACQUISITIONS

On August 1, 1996, a bank holding company subsidiary acquired Bolder
Bancorporation, the holding company of The Bank of Boulder, in a transaction
accounted for as a purchase.  Bolder Bancorporation has consolidated assets of 
approximately $126 million and operates in two locations in Boulder, Colorado.

In another acquisition during 1996, the Company assumed liabilities of $103,000
and non-cash assets of $431,000.

 
PART I.  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

The Company consists of the parent company, which is a Nebraska-based interstate
bank holding company, and its consolidated subsidiaries.  Its principal
subsidiaries include First National Bank of Omaha and its wholly-owned
subsidiaries (the "Bank"); First National Bank and Trust Company of Columbus;
First National Bank, North Platte; Platte Valley State Bank and Trust Company,
Kearney; The Fremont National Bank and Trust Company; First National Bank of
Kansas, Overland Park, Kansas; First National Bank South Dakota, Yankton, South
Dakota; and First National of Colorado, Inc., and its wholly-owned subsidiaries
First National Bank, Fort Collins, Colorado and Union Colony Bank, Greeley,
Colorado.  The accompanying financial statements do not reflect the August 1,
1996 acquisition of The Bank of Boulder.  The Company also has nonbanking
subsidiaries, which in the aggregate are not material.

In addition to its position as a regional bank holding company, First National
of Nebraska, Inc. was one of the originators of the bank credit card industry
and has 43 years' experience in this business. Through a banking subsidiary, the
Company conducts a significant consumer credit card service under license
arrangements with VISA USA and MasterCard International, Inc. The Company's
credit card customers are located throughout the United States, but primarily in
the Midwest. At December 31, 1995, the Company ranked among the top 25 card
issuing entities based on the amount of managed credit card loans outstanding.
The Company originates all new credit card accounts and does not purchase
existing accounts from other originators. The Company performs all credit card
servicing activities on behalf of its subsidiary banks including data
processing, payment processing, statement rendering, marketing, customer
service, credit administration and card embossing. The Company primarily funds
its credit card loans through the core deposits of its subsidiary banks.



                                       5
<PAGE>
 
The Company continues to make substantial investments in data processing
technology for both its own data processing needs and to provide various data
processing services for unaffiliated parties.  The services provided include
automated clearinghouse transactions, merchant credit card processing, and check
processing.  The Company ranks as the seventh largest merchant credit card
processor in the United States.  It also was among the 15 largest automated
clearinghouse processors in the country during 1995, and is one of the largest
check processors in its market area.  The Company provides data processing
services to non-affiliated banks located in nine states.  The Company has
increased fee income through the significant expansion of these services.  With
the increased volumes processed, the Company is subjected to greater pricing and
technology risks.  The Company continues to closely monitor the risks and
competitive conditions.

Competitors of the Company include other commercial banks, savings and loan
associations, consumer and commercial finance companies, credit unions and other
financial services companies.  The Company's credit card operation competes with
other issuers of credit cards ranging from other national issuers of bank cards
to local retailers which provide their own charge account services.  The Company
believes that the level of competition will increase in the future as the
industry continues to consolidate and as nonbanking companies continue to offer
products traditionally offered by banks.


RESULTS OF OPERATIONS

OVERVIEW:

Net income for the quarter ending June 30, 1996 was $17.7 million, or $51.05 per
common share, decreasing 10.5% from $19.8 million, or $57.03 per common share
for the same quarter in 1995.  Net income for the six months ending June 30,
1996 was $29.3 million, or $84.49 per common share, decreasing 27.2% from $40.3
million, or $116.11 per common share for the same period in 1995.  The overall
reduction in earnings was primarily attributable to increases in the provision
for loan losses which were partially offset by increases in net interest income
and other operating income.

NET INTEREST INCOME:

The Company's primary source of income is net interest income.  Net interest
income for the quarter ended June 30, 1996 increased $7.9 million or 7.5% to
$113.3 million compared to the same quarter in 1995.  For the six months ended
June 30, 1996, net interest income increased $14.3 million or 6.9% to $223.3
million compared to the same period in 1995.  The increase in net interest
income is primarily due to an increase in average earning assets and a decrease
in the cost of interest-bearing liabilities.

PROVISION FOR LOAN LOSSES:

The Company evaluates the adequacy of its allowance for loan losses on a monthly
basis.  This review is based upon management's review of collateral values,
delinquencies, nonaccruals, payment histories and various other analytical and
subjective measures relating to individual loan portfolios within the Company.

The provision for loan losses increased $14.7 million or 60.8% to $38.8 million
for the quarter ended June 30, 1996 compared to $24.1 million for the same
period in 1995.  For the six months ended June 30, 1996, the provision for loan
losses increased $33.4 million or 76.6% to $77.0 million compared to $43.6
million for the same period in 1995.  The increase relates to a buildup of the
allowance for current and future loan losses due to a rise in delinquent and
nonperforming consumer credit card loans (which is being experienced throughout
the credit card industry) and the large volume of consumer credit card loans
originated in 1994 which continue to mature.  The offset to the risk of loss
traditionally associated with consumer credit card loans is the higher interest
rates charged resulting in favorable net earnings.

OTHER OPERATING INCOME:

Other operating income for the quarter ended June 30, 1996 increased $13.5
million or 43.7% to $44.2 million compared to the same quarter in 1995.  For the
six months ended June 30, 1996, other operating income increased $22.0 million
or 34.2% to $86.2 million compared to the same period in 1995.  The majority of
the increase was due to processing services income which increased 58.5% for the
quarter and 60.2% for the six months ended June 30, 1996 compared to the same
period in 1995 and relates to increases in volumes processed from new and
existing customers in merchant processing.  Income related to trust and
investment services, commissions, and deposit services increased as a result of
the general growth of the Company.  The increase in miscellaneous income was due
to income derived from a change in merchant authorization processing.



                                       6
<PAGE>
 
OTHER OPERATING EXPENSE:

Other operating expense for the quarter ended June 30, 1996 increased $9.9
million or 12.3% to $89.9 million compared to the same quarter in 1995.  For the
six months ended June 30, 1996, other operating expense increased $18.8 million
or 11.3% to $184.4 million compared to the same period in 1995.  The increase in
other operating expense is largely attributable to loan services purchased which
increased 51.3% for the quarter and 41.8% for the six months ended June 30, 1996
compared to the same period in 1995.  The increase reflects expenses incurred in
processing additional volumes and in the increased promotion of new business.
Federal deposit insurance decreased 95.5% for the quarter and 96.6% for the six
months ended June 30, 1996 compared to the same period in 1995 due to a change
in the regulatory assessment rates.  Expenses in 1996 related to salaries and
employee benefits and other professional services increased as a result of the
general growth of the Company.


ASSET QUALITY

The Company's loan delinquency rates and net charge off activity reflect, among
other factors, general economic conditions, the quality of the loans, the
average seasoning of the loans and the success of the Company's collection
efforts.  The Company's objective in managing its loan portfolio is to balance
and optimize the profitability of the loans within the context of acceptable
risk characteristics.

The credit card industry is experiencing increased delinquency and charge off
trends which are more representative of long-term historical levels.  With
consumer credit card loans comprising 48.0% of the Company's total assets, the
Company has experienced an increase in its overall loan delinquency and net
charge off rates.  As a result, the Company has increased its allowance for loan
losses by $20.1 million from June 30, 1995 to June 30, 1996.

The following table reflects the delinquency rates of the Company's loan
portfolio.  An account is contractually delinquent if the minimum payment is not
received by the specified billing date.  The delinquency rate as a percentage of
total loans was 3.56% at June 30, 1996 compared with 3.18% at December 31, 1995.

<TABLE>
<CAPTION>

DELINQUENT LOANS:
                                             June 30, 1996            December 31, 1995
                                         ------------------------------------------------
                                                       (Amounts in Thousands)
                                                     Percent of                Percent of
                                                     Total Loans               Total Loans
                                                     -----------               -----------
<S>                                      <C>         <C>           <C>         <C>
Total Loans Outstanding                  $4,511,802                $4,451,120
Loans delinquent:
     30 - 89 days                        $  103,923       2.30%    $   95,236         2.14%
     90 days or more & still accruing        56,729       1.26%        46,396         1.04%
                                         ----------------------    ------------------------

          Total delinquent loans         $  160,652       3.56%    $  141,632         3.18%
                                         ======================    ========================

Nonaccrual loans                         $    7,323        .16%    $    8,718          .20%
                                         ======================    ========================


</TABLE>

The allowance for loan losses is intended to cover losses inherent in the
Company's loan portfolio.  A provision for loan losses is charged against
earnings to maintain the allowance at an acceptable level.  Generally, the
Company's policy is to charge off loans when they become 180 days contractually
past due.  Net loan charge offs include the principal amount of losses resulting
from borrowers' unwillingness or inability to pay, in addition to bankrupt and
deceased borrowers, less current period recoveries of previously charged off
loans.  Net charge offs for the Company's portfolio were $62.2 million for the
six months ended June 30, 1996 compared to $38.0 million for the same period in
1995.  Net charge offs as a percentage of average loans were 1.41% for the six
months ended June 30, 1996 compared to .92% for the same period last year.



                                       7
<PAGE>
 
The following table presents the activity in the Company's allowance for loan
losses.
<TABLE>
<CAPTION>

ALLOWANCE FOR LOAN LOSSES:
                                For the Six Months Ended June 30,
                                         1996         1995
                                    ------------------------
                                      (Amounts in Thousands)

<S>                                     <C>        <C>
BALANCE AT JANUARY 1                    $ 67,740    $ 55,265
Addition due to acquisition                  --        1,568
Provision for credit losses               76,973      43,585
Losses charged off                       (71,573)    (46,635)
Recoveries on amounts
   charged off                             9,380       8,619
                                        --------    --------
BALANCE AT JUNE 30                      $ 82,520    $ 62,402
                                        ========    ========
Allowance as a percentage
   of loans and leases                      1.83%       1.44%
Net charge-offs as a percentage of
   average loans and leases                 1.41%        .92%


</TABLE>
CAPITAL RESOURCES
- -----------------

The Company and its banking subsidiaries are required to maintain minimum
capital in accordance with federal guidelines.  Generally, these guidelines are:
1) 3% to 5% for Tier I capital to total assets defined as stockholders' equity
less intangibles and goodwill as a percent of quarterly average assets less
intangibles and goodwill; 2)  4% for Tier I capital to risk-adjusted assets; and
3) 8% for Total capital to risk-adjusted assets.  Total capital is defined as
Tier I capital plus a certain portion of allowance for loan and lease loss and
certain debt and equity instruments.  The stated capital of the Company and its
banking subsidiaries is subject to qualitative judgments by the regulators about
components, risk weightings, and other factors.  The Company and its banking
subsidiaries exceeded these minimum regulatory capital requirements at June 30,
1996.

Under the Federal Deposit Insurance Corporation Improvement Act of 1991, the
Company's banking subsidiaries are reviewed by bank regulators pursuant to a
supervisory framework for prompt corrective action.  This framework consists of
five categories that are defined by different levels of capital.  For the top-
rated well-capitalized category, an institution must meet capital ratios of 5.0%
for Tier I capital to total assets (as defined); 6.0% for Tier I capital to
risk-adjusted assets; and 10.0% for Total capital to risk-adjusted assets.  At
June 30, 1996, all of the Company's banking subsidiaries exceeded these minimum
regulatory capital requirements for the top-rated well-capitalized category
established by the supervisory agencies.

In December 1995, First National Bank of Omaha issued $75 million in 15 year
subordinated capital notes.  These subordinated capital notes, along with $22
million in capital notes outstanding as of June 30, 1996 issued in connection
with the Company's previous acquisitions, count towards meeting required capital
standards.  In addition, the Company historically retains 85% of net income in
capital to fund the growth of future operations and to maintain minimum capital
standards.


LIQUIDITY AND INTEREST MARGIN MANAGEMENT
- ----------------------------------------

The maintenance of an adequate level of liquidity is necessary to ensure that
sufficient funds are available for loan growth and deposit withdrawals.  These
funding demands are offset by funds generated from loan repayments, the maturity
of securities and core deposit growth.  The Company believes liquidity can be
managed on both sides of the balance sheet.  Liquidity is evaluated by the
Company using three distinct processes:  addressing daily liquidity needs; the
use of non-core deposits and other funding sources; and expected loan demands
against liquidity.

The Company evaluates its interest margin in conjunction with liquidity.
Computer-based models are utilized to forecast how potential interest rate
scenarios and balance sheet strategies will interact with the Company's
liquidity and interest margin requirements. The Company closely monitors the
repricing of assets and liabilities to obtain an acceptable interest spread in
periods of rising or falling rates. Through the use of product selection and
product pricing, the Company manages asset and liability volumes and interest
spreads. The Company does not use financial instruments such as hedges, swaps,
futures, or other derivative products.


                                       8
<PAGE>
 
The Company utilizes the commercial paper market throughout the year.  As of
June 30, 1996, the Company had facilities to access the commercial paper market
up to a maximum of $340,000,000, of which $260,362,000 was outstanding and
maturing in 57 days.  Commercial paper is supported by loan commitments from
various financial institutions, and is distributed on a national basis with
proceeds used to finance consumer receivables.

Additionally, in September 1995, the Company increased the diversity of its
credit card funding sources through a new securitization program.  As of June
30, 1996, the Company had securitized $200 million of credit card loans through
this program.



PART II.  OTHER INFORMATION


Items 1,2,3,4,5, and 6(b):    Not applicable or negative response.

Item 6(a):                    Articles of Incorporation of the Parent Company
                              (previously filed as Exhibit No. 1 to Form 10-K
                              filed with the Securities and Exchange Commission
                              by the Company on March 31, 1993) is incorporated
                              herein by reference.



                                   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.



                             FIRST NATIONAL OF NEBRASKA, INC.



                             By     \s\ Bruce R. Lauritzen
                                    ----------------------
                                    Bruce R. Lauritzen 
                                    President and Treasurer, Principal
                                    Accounting and Financial Officer and
                                    Director
Date:  July 30, 1996
       -------------

 
 



                                       9

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996  
<PERIOD-START>                             JAN-01-1996 
<PERIOD-END>                               JUN-30-1996  
<CASH>                                         267,794  
<INT-BEARING-DEPOSITS>                       4,436,916            
<FED-FUNDS-SOLD>                                97,567
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                         840,450
<INVESTMENTS-MARKET>                           835,126
<LOANS>                                      4,511,802
<ALLOWANCE>                                     82,520
<TOTAL-ASSETS>                               6,056,034
<DEPOSITS>                                   5,035,098
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                             59,059
<LONG-TERM>                                    112,118<F1>      
<COMMON>                                         1,734    
                                0
                                          0
<OTHER-SE>                                     446,958
<TOTAL-LIABILITIES-AND-EQUITY>               6,056,034
<INTEREST-LOAN>                                327,889
<INTEREST-INVEST>                               26,082
<INTEREST-OTHER>                                 7,015
<INTEREST-TOTAL>                               360,986
<INTEREST-DEPOSIT>                             122,902
<INTEREST-EXPENSE>                             137,640
<INTEREST-INCOME-NET>                          223,346
<LOAN-LOSSES>                                   76,973
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                184,406
<INCOME-PRETAX>                                 48,216
<INCOME-PRE-EXTRAORDINARY>                      29,300
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    29,300
<EPS-PRIMARY>                                    84.49
<EPS-DILUTED>                                    84.49
<YIELD-ACTUAL>                                       0<F2>
<LOANS-NON>                                      7,323
<LOANS-PAST>                                    56,729
<LOANS-TROUBLED>                                     0<F2>
<LOANS-PROBLEM>                                      0<F2>
<ALLOWANCE-OPEN>                                67,740     
<CHARGE-OFFS>                                   71,573     
<RECOVERIES>                                     9,380    
<ALLOWANCE-CLOSE>                               82,520     
<ALLOWANCE-DOMESTIC>                                 0<F2>
<ALLOWANCE-FOREIGN>                                  0<F2>
<ALLOWANCE-UNALLOCATED>                              0<F2>
<FN>
<F1>  INCLUDES 96,928 IN CAPITAL NOTES
<F2>  THIS INFORMATION IS NOT REQUIRED FOR INTERIM REPORTING PURPOSES.
</FN>

        




</TABLE>


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