NATIONAL CITY BANCORPORATION
10-Q, 1997-11-10
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10Q

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

For the quarter ended September 30, 1997            Commission file number 09426


                          NATIONAL CITY BANCORPORATION
             (Exact name of registrant as specified in its charter)

              Iowa                                             42-0316731
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                          identification No.)

       651 Nicollet Mall
      Minneapolis, Minnesota                                   55402-1611
      (Address of Principal                                    (Zip Code)
       Executive Offices)

Registrant's telephone number, including area code            612-904-8500

         Indicate by check mark whether the registrant (1) has filed all reports
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 September 30, 1997, 8,110,836 shares of $1.25 par value common
stock of the registrant were outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

         (1)National City Bancorporation's Quarterly Report to Stockholders for
the quarter ended September 30, 1997, is incorporated and made a part of Part I
of Form 10-Q.

<PAGE>


                          NATIONAL CITY BANCORPORATION

                                      INDEX

Part I Financial Statements

The following data is incorporated by reference from National City
Bancorporation's Quarterly Report to Stockholders filed as Exhibit 19 hereto.

         Consolidated Balance Sheets - September 30, 1997 and December 31, 1996.
         Consolidated Statements of Earnings - Three months and nine months
         ended September 30, 1997 and 1996.

Consolidated Statements of Cash Flows - Nine months ended September 30, 1997 and
1996 are included on page 2 of this report.

Notes to Consolidated Financial Statements are included on page 3 of this
report.

Management's Discussion and Analysis of Financial Condition and Results of
Operations is included on pages 4, 5, 6, and 7 of this report.

Part II. Other Information

Part II items requiring a response are included on page 8 of this report.

<PAGE>


                          NATIONAL CITY BANCORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30,
(IN THOUSANDS)                                                                 1997          1996
- ----------------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net earnings                                                         $   11,075     $    9,210

      Adjustments to reconcile net earnings to net cash from operating
      activities:
           Depreciation and amortization                                        2,351          1,525
           Amortization of securities premiums and discounts                      328            388
           Provision for loan losses                                            1,859          1,395
           (Increase) decrease in accrued income receivable                      (546)           342
           (Increase) decrease in other assets                                    213            (46)
           (Decrease) in other liabilities                                       (931)        (3,943)
                                                                           -------------------------
                Total operating adjustments                                     3,274           (339)
                                                                           -------------------------
                NET CASH FROM OPERATING ACTIVITIES                             14,349          8,871
                                                                           -------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Net (increase) in loans                                                 (76,642)       (43,475)
      Net decrease in federal funds sold                                       38,370         10,350
      Available-for-sale securities:
           Proceeds from maturities and principal repayments                   22,191         46,356
           Purchases of securities                                            (15,147)       (52,715)
      Held-to-maturity securities:
           Proceeds from maturities and principal repayments                    6,521         11,586
           Purchases of securities                                            (15,139)        (9,000)
      Purchase of premises and equipment                                       (2,041)        (8,353)

                                                                           -------------------------
                NET CASH (USED IN) INVESTING ACTIVITIES                       (41,887)       (45,251)
                                                                           -------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Net (decrease) in non-interest bearing and savings deposits             (30,041)       (21,659)
      Net (decrease) in time deposits                                         (22,413)        (6,812)
      Net increase in federal funds purchased and repurchase agreements        33,837         27,348
      Net increase in commercial paper                                         39,607         29,193
      Net increase in other borrowed funds                                     13,812         13,704
      Net increase (decrease) in long-term debt                                 9,080           (200)
      Purchase of treasury stock                                                 (852)            (2)
      Payment for fractional shares on stock dividends                            (22)           (25)

                                                                           -------------------------
                NET CASH FROM  FINANCING ACTIVITIES                            43,008         41,547
                                                                           -------------------------

      Net increase in cash and due from banks                                  15,470          5,167
      Cash and due from banks at beginning of year                             47,934         42,006
                                                                           -------------------------
      Cash and due from banks at end of period                             $   63,404     $   47,173
                                                                           =========================

SUPPLEMENTAL DISCLOSURES
      Cash paid during the year for:
           Interest                                                        $   26,686     $   23,582
           Income taxes                                                         7,101          5,771
      Unrealized securities gains (losses) net of tax                             578         (1,210)

</TABLE>

<PAGE>


                          NATIONAL CITY BANCORPORATION

Notes to the Consolidated Financial Statements

         The Consolidated Balance Sheet as of September 30, 1997, the
Consolidated Statements of Earnings for the three-month and nine-month periods
ended September 30, 1997 and 1996 and the Consolidated Statements of Cash Flows
for the nine-month periods then ended have been prepared by the Company without
audit. In the opinion of management, all adjustments necessary to present fairly
the financial position, results of operations and cash flows at and for the
periods ended September 30, 1997 and 1996, respectively, have been made.

         Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. These consolidated financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's December 31, 1996 annual report to stockholders. The results of
operations for the period ended September 30, 1997 are not necessarily
indicative of the operating results for the full year.

<PAGE>


                          NATIONAL CITY BANCORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EARNINGS:

         Net earnings for the third quarter ended September 30, 1997 increased
to $4,311,000, up 26 percent over 1996 earnings of $3,429,000. Earnings per
share increased to $ .54 for the third quarter of 1997,compared with earnings
per share of $ .43 in the third quarter of 1996. The increase was mainly
attributable to the receipt of a State of Minnesota tax refund for the years
1978 through 1981 totaling $1,369,000 including interest. The net after tax
effect was approximately $850,000. Net earnings for the first nine months of
1997 were $11,075,000, up 20 percent over 1996 earnings of $9,210,000, and
earnings per share increased to $1.37 compared with $1.14 for the same period.
Earnings information is summarized below:

- ----------------------------------------------------------------------------
                                Third Quarter               Nine Months
                              1997         1996         1997         1996
                            --------     --------     --------     --------
Net income                  $  4,311     $  3,429     $ 11,075     $  9,210
Earnings per share          $    .54     $    .43     $   1.37     $   1.14
Return on average equity       13.59%       12.10%       12.16%       11.21%
Return on average assets        1.83%        1.68%        1.64%        1.55%
- ----------------------------------------------------------------------------

         Net interest income for the third quarter was $11,243,000, up
$1,390,000 or 14 percent over the third quarter of 1996. Net interest income for
the first nine months of 1997 was $32,354,000, an increase of $3,298,000 or 11
percent over the same period of 1996. Fluctuations in net interest income can
result from changes in the volume of assets and liabilities as well as changes
in interest rates. The following table summarizes variances in net interest
income attributed to changes in balance sheet volumes and interest rates:

- -------------------------------------------------------------------------------
                  NET INTEREST INCOME CHANGE FROM THIRD QUARTER 1996

                                                              Resulting from:
  Interest On:                                  Total       Rates      Volumes
                                                -----       -----      -------
  Total Earning Assets                      $   3,171     $   562     $  2,609
  Total Interest Bearing Liabilities            1,781         464        1,317
                                          -------------------------------------
  Change in Net Interest Income             $   1,390     $    98     $  1,292
                                          =====================================

                NET INTEREST INCOME CHANGE FROM FIRST NINE MONTHS 1996

                                                              Resulting from:
  Interest On:                                  Total       Rates      Volumes
                                                -----       -----      -------
  Total Earning Assets                      $   7,463     $   252     $  7,211
  Total Interest Bearing Liabilities            4,165         504        3,661
                                          -------------------------------------
  Change in Net Interest Income             $   3,298     $ (252)     $  3,550
                                          =====================================
 -------------------------------------------------------------------------------

<PAGE>


         The tax equivalent net interest margin for the quarter was 5.14 percent
compared with 5.25 percent for the same period last year. The net interest
margin is the product of many factors, including the yields on interest bearing
assets, the rates paid on interest bearing liabilities, and the mix of interest
bearing assets and liabilities. We continue to face strong competition for loans
in our market niche. Notwithstanding the competitive environment, loans
increased by 13 percent over the third quarter of 1996.

         Noninterest income for the third quarter was $3,489,000 when compared
with $2,381,000 in 1996, an increase of 47 percent. Noninterest income for the
first nine months was $8,949,000, which was $1,783,000 or 25 percent higher than
1996. The largest single contributor to this increase in noninterest income was
a state income tax refund of $1,369,000 received in the third quarter. In
addition to the tax refund, service charges on deposit accounts, trust fees, and
a one-time contract cancellation fee, contributed to the nine-month increase.

         Noninterest expense increased $1,116,000, or 18 percent for the third
quarter and $1,552,000, or 8 percent for the first nine months. The Company has
continued to invest in premises, equipment, and technology. Diversified Business
Credit, Inc. (DBCI), the Company's commercial finance subsidiary relocated its
offices during the third quarter. Other increases to noninterest expense related
to increased use of outside professional services and adjustments to
performance-based compensation.

         The operating ratio improved to 48.53 percent for the third quarter of
1997, compared to 49.31 percent for the same period last year. The improvement
was due to the increases in net interest income and noninterest income,
partially offset by the increase in noninterest expense.

LOAN LOSS RESERVE:

         There were net loan recoveries during the third quarter of $61,000,
compared with net loan charge-offs of $1,429,000 for the same period last year.
The loan loss provision was $502,000 for the third quarter, compared with
$495,000 in the third quarter of 1996. The provision is based on management's
continuing evaluation of the loan portfolio, including estimates and appraisals
of collateral values, and current economic conditions. At September 30, 1997,
the allowance for loan losses was $9,805,000, or 1.46 percent of loans, compared
to 1.43 percent at December 31, 1996. Credit quality remains strong with
non-performing assets at .4 percent of loans outstanding. At quarter end the
reserve coverage of non-performing assets was 328 percent. Activity regarding
the allowance is summarized below:

<PAGE>


- --------------------------------------------------------------------------------
(in thousands)
                                           Third Quarter        Nine Months
                                         1997       1996       1997      1996
                                         ----       ----       ----      ----
Balance beginning of period             $9,242     $9,460     $8,511    $8,602
Provision charge to operating expense      502        495      1,859     1,395
Less net loan charge-offs                   61     (1,429)      (565)   (1,471)
                                       ----------------------------------------
Balance September 30                    $9,805     $8,526     $9,805    $8,526
                                       ========================================
- --------------------------------------------------------------------------------


LIQUIDITY AND CAPITAL RESOURCES:

         The Company's average total assets were $ 933.3 million for the
three-months ended September 30, 1997, up from $ 813.3 million for the same
period in 1996. The majority of the increase is attributable to loans to
businesses. The Company continues to fund asset growth from various liability
sources, including interest bearing deposits, short-term borrowings, retention
of earnings, and noninterest bearing deposits. Short-term borrowings include
commercial paper which is used to fund the loans of DBCI. In addition to
deposits and short-term borrowings, the Company had long-term debt of $ 57
million at September 30, 1997, in the form of senior notes, which were also used
to fund the loans of DBCI.

         The Company continues to maintain a capital position that exceeds
regulatory risk-based and leverage ratio capital requirements. The required
risk-based ratio is 8 percent and the required leverage ratio is 3 to 5 percent.
The following table shows the Company's capital ratios:

- --------------------------------------------------------------------------
                                                    September 30,
                                                1997             1996
                                                ----             ----
RISK-BASED CAPITAL RATIOS
         Tier I Capital                        16.01%           15.77%
         Tier II Capital                       17.23%           16.94%

LEVERAGE RATIO                                 13.45%           13.53%
- --------------------------------------------------------------------------

PRIVATE SECURITIES LITIGATION REFORM ACT:

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Form 10-Q and other material filed or to be filed by the Company with the
Securities and Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by the Company)
contains statements that are forward-looking, such as statements relating to
plans for future expansion and other business development activities as well as
other capital spending, financing sources and the effects of regulation and
competition. Such forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ from those expressed in any
forward-looking statements

<PAGE>


made by or on behalf of the Company. These risks and uncertainties include, but
are not limited to, those relating to development and construction activities,
dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), domestic or global economic
conditions, changes in federal or state tax laws or the administration of such
laws, litigation or claims, as well as all other risks and uncertainties
described in the Company's filings.

<PAGE>


                          NATIONAL CITY BANCORPORATION


Part II Other Information

Item 4. None


Item 6. Exhibits and reports of Form 8-K.

         Exhibit index:
             Number           Description
             ------           -----------

               19             Quarterly Report to Stockholders
               27             Financial Data Schedule


         There were no reports on Form 8-K filed for the three months ended
September 30, 1997.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      NATIONAL CITY BANCORPORATION

Dated:   November 7, 1997             By:  /S/David L. Andreas
      -------------------                  -------------------------------------
                                           Chairman & Chief Executive Officer

Dated:   November 7, 1997             By:  /S/Thomas J. Freed
      -------------------                  -------------------------------------
                                           Secretary and Chief Financial Officer






                                 NATIONAL CITY
                                 BANCORPORATION




                                      1997




                                 THIRD QUARTER

                                     REPORT

                                  NINE MONTHS

                                     ENDED

                               SEPTEMBER 30, 1997

<PAGE>


TO OUR STOCKHOLDERS:

Net earnings were $4,311,000 for the third quarter of 1997, up 26 percent,
compared with $3,429,000 in the third quarter of 1996. Earnings per share
increased to $0.54 compared with $0.43 in the third quarter of 1996. For the
nine-month period ending September 30, 1997, net earnings increased to
$11,075,000 or $1.37 per share from $9,210,000 and $1.14 per share for the same
period last year.

Third quarter net interest income was $11,243,000, which was higher by
$1,390,000, or 14 percent, than in the third quarter of 1996. The improvement
was primarily attributable to an increase in average loans, which were up $81.9
million, or 14 percent from the third quarter of 1996. The growth in loans
occurred mainly in commercial lending at both subsidiaries, National City Bank
of Minneapolis and Diversified Business Credit, Inc. The net interest margin
was 5.14 percent for the third quarter compared with 5.25 percent for the same
period last year. Non-interest income for the third quarter was $1,108,000 or 46
percent more than the third quarter of 1996. Noninterest income included a
$1,369,000 income tax refund from the State of Minnesota with an after tax
effect of $850,000. Noninterest expense for the third quarter was $1,116,000 or
18 percent more than the third quarter of 1996 due to expenses related to
continued investment in premises, equipment, and technology and increased
performancebased compensation expenses.

There were net loan recoveries for the third quarter of $61,000. Additional loss
provisions of $502,000 were added to the reserve during the quarter. As a
result, the Company's reserve for loan losses at quarter-end was $9,805,000 or
1.46 percent of loans outstanding compared to $8,511,000 and 1.43 percent at
December 31, 1996. Nonperforming assets, those loans which were 90 days past due
or on which interest is no longer expected to be earned, were $3.0 million or
 .44 percent of total loans at September 30, 1997 compared with $3.2 million or
 .54 percent of total loans at December 31, 1996. The reserve coverage of these
nonperforming assets was 328 percent.

Current news and other information about your Company can now be found on the
internet at
                       http://www.shareholdernews.com/NCBM
The site includes our current stock price, press releases, and a link to
Securities and Exchange Commission filings.



/s/ David L. Andreas
David L. Andreas
Chairman of the Board and
Chief Executive Officer

<PAGE>


NATIONAL CITY BANCORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
(in thousands)                                                          September 30,   December 31,
                                                                            1997           1996
- ---------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>        
ASSETS
     Cash and due from banks .....................................      $    63,404     $    47,934
     Federal funds sold and resale agreements ....................           21,750          60,120
     Available-for-sale securities:
         U.S. Treasury ...........................................           23,983          23,903
         U.S. Government agencies ................................            9,855           9,661
         Mortgage-backed .........................................           88,001          94,671
         Other securities ........................................            4,955           4,955
                                                                        -----------     -----------
              Total available-for-sale securities ................          126,794         133,190
     Held-to-maturity securities:
         Mortgage-backed .........................................           40,117          31,254
         Other securities ........................................                              251
                                                                        -----------     -----------
              Total held-to-maturity securities ..................           40,117          31,505
              (approximate market value: 1997$40,644; 1996$31,812)
     Loans .......................................................          673,146         596,504
         Less allowance for loan losses ..........................           (9,805)         (8,511)
                                                                        -----------     -----------
             Net loans ...........................................          663,341         587,993
     Bank premises & equipment ...................................           11,806          11,798
     Accrued interest receivable .................................            6,852           6,306
     Customer acceptance liability ...............................              327             787
     Other assets ................................................           20,283          20,496
                                                                        -----------     -----------
              Total assets .......................................      $   954,674     $   900,129
                                                                        ===========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
     Deposits:
         Noninterest bearing .....................................      $   122,064     $   162,895
         Interest bearing ........................................          345,113         356,736
                                                                        -----------     -----------
              Total deposits .....................................          467,177         519,631
     Federal funds purchased and repurchase agreements ...........          130,477          96,640
     Commercial paper ............................................          137,714          98,107
     Other short-term borrowed funds .............................           25,178          11,366
     Acceptances outstanding .....................................              327             787
     Other liabilities ...........................................            8,010           7,665
     Long-term debt ..............................................           57,000          47,920
                                                                        -----------     -----------
              Total liabilities ..................................          825,883         782,116
     Stockholders' equity:
         Common stock, par value $1.25
              Authorized shares: 20,000,000
              Issued shares: 1997 -- 8,110,836; 1996 -- 7,374,520            10,139           9,218
         Additional paid-in capital ..............................           94,756          79,199
         Unrealized gains (losses) net of tax effect .............              172            (405)
         Retained earnings .......................................           24,575          30,001
                                                                        -----------     -----------
              Subtotal ...........................................          129,642         118,013
     Less common stock in treasury at cost:
         1997 -- 33,387 shares; 1996 -- 16 shares ................             (851)
                                                                        -----------     -----------
              Total stockholders' equity .........................          128,791         118,013
                                                                        -----------     -----------
              Total liabilities and stockholders' equity .........      $   954,674     $   900,129
                                                                        ===========     ===========
</TABLE>

<PAGE>


NATIONAL CITY BANCORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands except per share)                                          Three Months Ended            Nine Months Ended
                                                                            September 30,                September 30,
                                                                         1997          1996           1997          1996
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>            <C>            <C>        
INTEREST INCOME
     Interest and fees on loans ................................    $    17,199    $    14,660    $    48,892    $    42,816
     Interest on federal funds sold & resale agreements ........            491             90          1,087            414
     Interest and dividends on securities: .....................          2,873          2,642          8,499          7,785
                                                                    -----------    -----------    -----------    -----------
              Total interest income ............................         20,563         17,392         58,478         51,015

INTEREST EXPENSE
     Interest on deposits ......................................          4,401          3,668         12,147         10,754
     Interest on short-term borrowed funds .....................          3,922          3,061         11,156          8,770
     Interest on long-term debt ................................            997            810          2,821          2,435
                                                                    -----------    -----------    -----------    -----------
              Total interest expense ...........................          9,320          7,539         26,124         21,959
                                                                    -----------    -----------    -----------    -----------
              Net interest income ..............................         11,243          9,853         32,354         29,056
     Provision for loan losses .................................            502            495          1,859          1,395
                                                                    -----------    -----------    -----------    -----------
     Net interest income after provision for loan losses .......         10,741          9,358         30,495         27,661

NONINTEREST INCOME
     Service charges on deposit accounts .......................            496            520          1,678          1,529
     Fees for other customer services ..........................            420            425          1,258          1,405
     Trust fees ................................................          1,031          1,095          3,544          3,346
     State income tax refund ...................................          1,369                         1,369
     Other .....................................................            173            341          1,100            886
                                                                    -----------    -----------    -----------    -----------
              Total noninterest income .........................          3,489          2,381          8,949          7,166

NONINTEREST EXPENSES
     Salaries and employee benefits ............................          4,013          3,527         11,651         11,159
     Net occupancy expense .....................................            788            704          2,332          2,164
     Equipment rentals, depreciation & maintenance .............            890            687          2,662          2,054
     Other .....................................................          1,458          1,115          4,530          4,246
                                                                    -----------    -----------    -----------    -----------
              Total noninterest expense ........................          7,149          6,033         21,175         19,623
                                                                    -----------    -----------    -----------    -----------
     Earnings before taxes .....................................          7,081          5,706         18,269         15,204
     Applicable income taxes ...................................          2,770          2,277          7,194          5,994
                                                                    -----------    -----------    -----------    -----------
              Net earnings .....................................    $     4,311    $     3,429    $    11,075    $     9,210
                                                                    ===========    ===========    ===========    ===========
Net earnings per common share ..................................    $      0.54    $      0.43    $      1.37    $      1.14

Average common and common equivalent shares outstanding ........      8,088,698      8,111,246      8,103,387      8,111,265

</TABLE>

<PAGE>


NATIONAL CITY BANCORPORATION
CHANGE OF ADDRESS FOR SHAREHOLDER




National City Bank of Minneapolis
Stock Transfer Department
P.O. Box 1919
Minneapolis, Minnesota 55480-1919


PLEASE CHANGE MY ADDRESS TO:

Name
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(PRINT NAME EXACTLY AS IT APPEARS ON STOCK CERTIFICATE)

Street
       ------------------------------------------------------------------------

City
     --------------------------------------------------------------------------

State                                        Zip Code
     ---------------------------------------          -------------------------

Date
     --------------------------------------------------------------------------


                                  Old Address

Street
       ------------------------------------------------------------------------

City
     --------------------------------------------------------------------------

State                                        Zip Code
     ---------------------------------------          -------------------------

Signature
          ---------------------------------------------------------------------

<PAGE>


DIRECTORS OF NATIONAL CITY                     OFFICERS OF NATIONAL CITY     
BANCORPORATION                                 BANCORPORATION                
                                                                             
David L. Andreas                               David L. Andreas              
CHAIRMAN OF THE BOARD AND                      CHAIRMAN OF THE BOARD AND     
CHIEF EXECUTIVE OFFICER                        CHIEF EXECUTIVE OFFICER       
National City Bancorporation                                                 
                                               Thomas J. Freed               
Wendell R. Anderson*                           SECRETARY AND                 
OF COUNSEL                                     CHIEF FINANCIAL OFFICER       
Larkin, Hoffman, Daly and                                                    
Lindgren Ltd.                                  PRINCIPAL OFFICERS OF         
                                               SUBSIDIARIES                  
L.W. Andreas                                                                 
RETIRED CHAIRMAN OF                            DIVERSIFIED BUSINESS          
THE BOARD AND                                  CREDIT INC.                   
CHIEF EXECUTIVE OFFICER                                                      
National City Bancorporation                   David L. Andreas              
                                               CHAIRMAN OF THE BOARD         
Terry L. Andreas                                                             
CHAIRMAN OF THE BOARD                          Robert L. Olson               
School for Field Studies                       PRESIDENT AND                 
Beverly, Massachusetts                         CHIEF EXECUTIVE OFFICER       
                                                                             
Marvin Borman*                                 Janet L. Pomeroy              
PARTNER                                        SENIOR VICE PRESIDENT         
Maslon, Edelman, Borman                                                      
and Brand                                      NATIONAL CITY BANK            
                                               OF MINNEAPOLIS                
Kenneth H. Dahlberg                                                          
CHAIRMAN OF THE BOARD                          David C. Malmberg             
Dahlberg, Inc.                                 NON-EXECUTIVE CHAIRMAN        
                                               OF THE BOARD                  
John H. Daniels, Jr.*                                                        
PARTNER                                        David L. Andreas              
Willeke and Daniels                            PRESIDENT AND                 
                                               CHIEF EXECUTIVE OFFICER       
Thomas E. Holloran*                                                          
PROFESSOR, GRADUATE PROGRAMS                   William J. Klein              
IN MANAGEMENT                                  EXECUTIVE VICE PRESIDENT      
University of St. Thomas                       CLIENT SERVICES               
                                                                             
C. Bernard Jacobs                              Thomas J. Freed               
RETIRED PRESIDENT AND                          SENIOR VICE PRESIDENT AND     
CHIEF EXECUTIVE OFFICER                        CHIEF FINANCIAL OFFICER       
National City Bancorporation                                                 
RETIRED CHAIRMAN OF THE                        Donald W. Kjonaas             
BOARD                                          SENIOR VICE PRESIDENT         
National City Bank                             OPERATIONS                    

David C. Malmberg
NON-EXECUTIVE CHAIRMAN
OF THE BOARD
National City Bank

Walter E. Meadley, Jr.
RETIRED VICE CHAIRMAN
OF THE BOARD
National City Bank

Roger H. Scherer*
CHAIRMAN OF THE BOARD
Scherer Bros. Lumber Company

*Members of the Audit Committee

<PAGE>


FINANCIAL HIGHLIGHTS
(in thousands except per share)

                                   THIRD QUARTER ENDED
                                      SEPTEMBER 30,
                              ---------------------------     PERCENT
                                   1997             1996      CHANGE
                              ----------         --------     -------
EARNINGS:
 Net interest income            $ 11,243         $  9,853       14%
 Net earnings                      4,311            3,429       26%

EARNINGS PER COMMON SHARE:
 Net earnings*                  $   0.54         $   0.43



                                    NINE MONTHS ENDED
                                      SEPTEMBER 30,
                              ---------------------------
                                   1997             1996 
                              ----------         --------
EARNINGS:
 Net interest income            $ 32,354         $ 29,056       11%
 Net earnings                     11,075            9,210       20%

EARNINGS PER COMMON SHARE:
 Net earnings*                  $   1.37         $   1.14



                              SEPTEMBER 30,    DECEMBER 31,
                                  1997             1996
                              -------------    ------------
BALANCE SHEET ITEMS
 Total assets                   $954,674         $900,129        6%
 Loans                           673,146          596,504       13%
 Deposits                        467,177          519,631      (10)%
 Stockholders' equity            128,791          118,013        9%
 Book value per share*             15.94            14.55
- ----------------------
  *(adjusted for stock dividends)

<PAGE>


NATIONAL CITY BANCORPORATION
651 Nicollet Mall
Minneapolis, Minnesota 55402-1611
Telephone 612-904-8503


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<NAME> NATIONAL CITY BANCORP
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