NATIONAL CITY CORP
10-Q, 2000-08-04
NATIONAL COMMERCIAL BANKS
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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000

Commission file number 1-10074

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

DELAWARE

(State or other jurisdiction of
incorporation or organization)
34-1111088

(I.R.S. Employer
Identification No.)

1900 EAST NINTH STREET
CLEVELAND, OHIO 44114
(Address of principal executive office)

216-575-2000
(Registrant’s telephone number, including area code)

      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


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

Common stock — $4.00 Par Value
Outstanding as of June 30, 2000 — 607,433,924


TABLE OF CONTENTS

FINANCIAL HIGHLIGHTS
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS
CONSOLIDATED AVERAGE BALANCE SHEETS
DAILY AVERAGE BALANCES/NET INTEREST INCOME/RATES
CORPORATE INVESTOR INFORMATION
SIGNATURE
Exhibit 3.2
Exhibit 12.1
Exhibit 27.1


[NATIONAL CITY CORPORATION LOGO]

Quarter Ended June 30, 2000

Financial Report

and Form 10-Q


Table of Contents

FINANCIAL REPORT AND FORM 10-Q
QUARTER ENDED JUNE 30, 2000

TABLE OF CONTENTS

           
Part I — Financial Information
Financial Highlights 3
Item 1. Financial Statements:
Consolidated Statements of Income 4
Consolidated Balance Sheets 5
Consolidated Statements of Cash Flows 6
Consolidated Statements of Changes in Stockholders’ Equity 7
Notes to Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis 16
Consolidated Average Balance Sheets 23
Daily Average Balances/Net Interest Income/Rates 24
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk disclosures are presented in the Net Interest Income section of Management’s Discussion and Analysis.
Part II — Other Information
Item 1. Legal Proceedings
The information contained in Note 12 to the Consolidated Financial Statements on page 12 of this Quarterly Report is incorporated herein by reference.
Item 2. Changes in Securities and Use of Proceeds (None)
Item 3. Defaults Upon Senior Securities (None)
Item 4. Submission of Matters to a Vote of Security Holders

     On April 10, 2000, at the Annual Meeting of Stockholders of the Registrant, stockholders took the following actions:

     1.  Elected as directors all nominees designated in the proxy statement of March 6, 2000, as follows:

                 
Number of Votes

For Withheld


J. E. Barfield 511,781,959 11,800,260
E. B. Brandon 511,360,879 12,221,340
J. G. Breen 511,521,137 12,061,082
J. S. Broadhurst 511,906,326 11,675,893
J. W. Brown 512,289,886 11,292,333
D. E. Collins 511,969,167 11,613,052
S. A. Crayton 511,142,935 12,439,284
D. A. Daberko 510,116,893 13,465,326
D. E. Evans 511,668,271 11,913,948
B. P. Healy 512,110,468 11,471,751
D. A. Johnson 512,163,482 11,418,737
P. A. Ormond 511,844,455 11,737,764
R. A. Paul 512,294,187 11,288,032
W. F. Roemer 511,643,566 11,938,653
M. A. Schuler 512,047,309 11,534,910
J. F. Tatar 511,938,395 11,643,824
M. Weiss 493,437,179 30,145,040
2. Approved the National City Corporation Amended and Restated Long-Term Incentive Compensation Plan for Senior Officers: 471,276,912 votes cast for, 39,957,492 votes cast against and 12,347,809 votes withheld.
3. Approved the selection of Ernst & Young LLP as independent auditors for National City for 2000: 515,717,851 votes cast for, 4,457,829 votes cast against and 3,392,534 votes withheld.
           
Item 5. Other Information (None)
Item 6. Exhibits and Reports on Form 8-K
Exhibits: The index of exhibits has been filed as separate pages of the June 30, 2000 Financial Report and Form 10-Q and is available on request from the Secretary of the Corporation at the principal executive offices.
Reports on Form 8-K:
April 14, 2000 — National City Corporation reported earnings for the first quarter of fiscal year 2000.
May 11, 2000 — National City Corporation reported it had entered into an agreement with a third party that provides the Corporation with an option to purchase up to $300 million of National City common stock and in accordance with this agreement the Corporation had entered into forward transactions for its common stock beginning in April.
Signature 27

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Table of Contents

FINANCIAL HIGHLIGHTS

                                                     
Three Months Ended Six Months Ended
June 30 June 30

Percent
Percent
2000 1999 Change 2000 1999 Change

EARNINGS (In Thousands)
Net interest income — tax-equivalent $748,972 $758,186 (1 )% $1,489,867 $1,522,885 (2 )%
Provision for loan losses 68,691 59,542 15 135,017 127,576 6
Fees and other income(a) 600,112 537,593 12 1,157,478 1,091,686 6
Securities gains(a) 15,599 25,171 (38 ) 37,132 48,859 (24 )
Noninterest expense(a) 785,070 719,469 9 1,544,163 1,458,671 6
Net income before nonrecurring items(a) 332,093 354,942 (6 ) 653,436 702,813 (7 )
Net income 342,387 354,488 (3 ) 663,730 705,507 (6 )
 
PERFORMANCE RATIOS
Return on average common
equity — adjusted(a)
22.43 % 22.99 % 22.44 % 21.93 %
Return on average common equity 23.13 22.96 22.80 22.01
Return on average assets — adjusted(a) 1.54 1.71 1.52 1.68
Return on average assets 1.59 1.71 1.55 1.68
Efficiency ratio(a) 58.19 55.52 58.33 55.79
Net interest margin 3.80 4.04 3.79 4.03
 
PER COMMON SHARE
Net income:
Basic $.56 $.56 - $1.09 $1.11 (2 )
Diluted .56 .56 - 1.09 1.10 (1 )
Diluted-adjusted(a) .54 .56 (4 ) 1.07 1.09 (2 )
Dividends paid .28 5 .26 10 .57 .52 10
Book value 10.05 9.44 6
Market value (close) 17.06 32.75 (48 )
Average shares — diluted 611,070,243 633,280,420 (4 ) 610,882,275 642,637,332 (5 )
 
AT PERIOD END ($ in Millions)
Assets $84,601 $84,022 1
Loans 61,570 57,317 7
Securities (at fair value) 10,719 14,994 (29 )
Earning assets 76,524 75,679 1
Deposits 49,988 52,091 (4 )
Stockholders’ equity 6,133 5,867 5
Equity to assets ratio 7.25 % 6.98 %
Common shares outstanding 607,433,924 618,131,386 (2 )
Full-time equivalent employees 37,704 37,804
 
ASSET QUALITY
Net charge-offs to average loans (annualized) .44 % .42 % .44 % .45 %
Allowance for loan losses as a percentage of period-end loans 1.58 1.69
Nonperforming assets to loans and OREO .55 .44

(a)  Excludes nonrecurring items. See further discussion in Note 3 to the Consolidated Financial Statements.

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FINANCIAL STATEMENTS

 
CONSOLIDATED STATEMENTS OF INCOME
                                       
Three Months Ended Six Months Ended
June 30 June 30


(Dollars In Thousands, Except Per Share Amounts) 2000 1999 2000 1999

Interest Income
Loans $ 1,433,996 $ 1,205,526 $ 2,776,262 $ 2,417,829
Securities:
Taxable 176,765 195,875 379,020 409,173
Exempt from Federal income taxes 10,914 13,465 22,085 23,664
Dividends 13,989 12,571 27,452 23,186
Federal funds sold and security resale agreements 6,802 9,903 13,760 20,916
Other short-term investments 4,008 2,925 7,914 5,987




Total interest income 1,646,474 1,440,265 3,226,493 2,900,755
Interest Expense
Deposits 466,241 393,145 910,180 812,168
Federal funds borrowed and security repurchase agreements 85,727 79,352 188,295 179,046
Borrowed funds 77,782 36,957 121,063 65,441
Long-term debt and capital securities 276,069 181,867 533,844 339,021




Total interest expense 905,819 691,321 1,753,382 1,395,676




Net Interest Income 740,655 748,944 1,473,111 1,505,079
Provision for Loan Losses 68,691 59,542 135,017 127,576




Net interest income after provision for loan losses 671,964 689,402 1,338,094 1,377,503
Noninterest Income
Item processing revenue 100,575 105,089 194,944 226,792
Service charges on deposits 108,073 104,834 214,386 204,697
Mortgage banking revenue 147,610 89,181 258,904 182,176
Trust and investment management fees 90,054 80,683 173,678 162,530
Card-related fees 45,312 49,259 88,958 94,569
Other 182,704 114,585 300,824 263,758




Total fees and other income 674,328 543,631 1,231,694 1,134,522
Securities gains (losses) (42,780 ) 57,224 (21,247 ) 80,912




Total noninterest income 631,548 600,855 1,210,447 1,215,434
Noninterest Expense
Salaries, benefits and other personnel 401,309 389,585 808,180 790,349
Equipment 57,759 52,955 115,441 105,716
Net occupancy 51,816 49,234 104,484 103,361
Third-party services 48,546 48,551 93,694 94,121
Other 225,640 216,910 422,364 402,890




Total noninterest expense 785,070 757,235 1,544,163 1,496,437




Income before income tax expense 518,442 533,022 1,004,378 1,096,500
Income tax expense 176,055 178,534 340,648 390,993




Net Income $ 342,387 $ 354,488 $ 663,730 $ 705,507




Net Income Per Common Share
Basic $.56 $.56 $1.09 $1.11
Diluted .56 .56 1.09 1.10
Average Common Shares Outstanding
Basic 606,927,559 623,116,746 606,346,848 632,003,530
Diluted 611,070,243 633,280,420 610,882,275 642,637,332

See notes to consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS

                                 
June 30 December 31 June 30
(In Thousands) 2000 1999 1999

Assets
Loans:
Commercial $ 24,935,236 $ 23,402,556 $ 22,153,612
Real estate — commercial 6,265,055 6,012,016 6,277,934
Real estate — residential 9,419,808 8,777,422 8,388,380
Consumer 14,146,292 15,986,133 15,184,825
Credit card 2,601,931 2,339,658 2,050,842
Home equity 4,201,854 3,686,119 3,261,466



Total loans 61,570,176 60,203,904 57,317,059
Allowance for loan losses (970,362 ) (970,463 ) (970,229 )



Net loans 60,599,814 59,233,441 56,346,830
Mortgage loans held for sale 3,198,328 2,731,166 2,338,641
Securities available for sale, at fair value 10,719,285 14,904,343 14,993,616
Federal funds sold and security resale agreements 493,130 556,351 864,178
Other short-term investments 145,623 231,099 196,974
Cash and demand balances due from banks 3,262,268 3,480,756 3,807,336
Properties and equipment 1,098,053 1,127,980 1,103,912
Accrued income and other assets 5,084,132 4,856,363 4,370,986



Total Assets $ 84,600,633 $ 87,121,499 $ 84,022,473



Liabilities and Stockholders’ Equity
Liabilities:
Noninterest bearing deposits $ 11,384,267 $ 11,182,681 $ 11,624,345
NOW and money market accounts 16,291,791 16,561,494 16,845,872
Savings accounts 3,230,386 3,470,700 3,870,281
Time deposits of individuals 15,583,974 14,700,944 14,609,034
Other time deposits 2,874,460 2,897,166 2,822,235
Deposits in overseas offices 623,331 1,253,325 2,319,594



Total deposits 49,988,209 50,066,310 52,091,361
Federal funds borrowed and security repurchase agreements 4,012,113 5,182,506 6,979,837
Borrowed funds 6,974,817 9,772,611 4,495,831
Long-term debt 15,976,934 14,858,014 13,137,293
Corporation-obligated mandatorily redeemable capital securities of subsidiary trusts holding solely debentures of the Corporation 180,000 180,000 180,000
Accrued expenses and other liabilities 1,335,080 1,334,325 1,270,942



Total Liabilities 78,467,153 81,393,766 78,155,264
Stockholders’ Equity:
Preferred stock 29,982 30,233 30,513
Common stock 2,429,736 2,428,234 2,472,526
Capital surplus 812,671 782,960 757,326
Retained earnings 3,119,402 2,665,674 2,586,540
Accumulated other comprehensive income (loss) (258,311 ) (179,368 ) 20,304



Total Stockholders’ Equity 6,133,480 5,727,733 5,867,209



Total Liabilities and Stockholders’ Equity $ 84,600,633 $ 87,121,499 $ 84,022,473



See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

                       
Six Months Ended June 30

(In Thousands) 2000 1999

Operating Activities
Net income $ 663,730 $ 705,507
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 135,017 127,576
Depreciation and amortization of properties and equipment 85,318 80,904
Amortization of intangibles and servicing rights 92,758 84,298
Amortization of premiums/discounts on securities and  debt (3,848 ) (4,751 )
Securities losses (gains) 21,247 (80,912 )
Other gains and losses, net (203,437 ) (117,056 )
Originations and purchases of mortgage loans held for sale (10,251,630 ) (8,909,996 )
Proceeds from sales of mortgage loans held for sale 9,732,624 10,171,835
Increase in interest receivable (46,401 ) (27,838 )
Increase in interest payable 83,140 28,390
Net change in other assets/liabilities 26,864 (272,792 )


Net cash provided by operating activities 335,382 1,785,165
Lending and Investing Activities
Net decrease in federal funds sold, security resale agreements and other short-term investments 148,697 119,510
Purchases of available-for-sale securities (316,672 ) (2,840,626 )
Proceeds from sales of available-for-sale securities 3,177,869 1,844,272
Proceeds from maturities and prepayments of available-for-sale securities 1,193,468 1,819,409
Net (increase) decrease in loans (3,572,469 ) 359,592
Proceeds from sales of loans 2,148,449 82,962
Net increase in properties and equipment (52,462 ) (20,682 )
Disposals 72,408


Net cash provided by lending and investing activities 2,726,880 1,436,845
Deposit and Financing Activities
Net decrease in Federal funds borrowed and security repurchase agreements (1,170,393 ) (2,447,472 )
Net (decrease) increase in borrowed funds (2,797,794 ) 2,377,915
Net decrease in noninterest bearing, savings, NOW, money market accounts, and deposits in overseas offices (938,425 ) (3,854,940 )
Net increase (decrease) in time deposits 860,324 (2,300,608 )
Repayment of long-term debt and capital securities (3,087,475 ) (1,897,547 )
Proceeds from issuance of long-term debt, net 4,205,253 5,526,688
Dividends paid (346,667 ) (334,130 )
Issuances of common stock 41,569 95,389
Repurchases of common stock (47,142 ) (1,363,460 )


Net cash used in deposit and financing activities (3,280,750 ) (4,198,165 )


Net decrease in cash and demand balances due from banks (218,488 ) (976,155 )
Cash and demand balances due from banks, January 1 3,480,756 4,783,491


Cash and demand balances due from banks, June 30 $ 3,262,268 $ 3,807,336


Supplemental Disclosures
Interest paid   $ 1,670,242  $ 1,367,286
Income taxes paid 168,964 158,671

See notes to consolidated financial statements.

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Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
                                                       
Accumulated
Other
(Dollars in Thousands, Preferred Common Capital Retained Comprehensive
 Except Per Share Amounts) Stock Stock Surplus Earnings Income Total

Balance, January 1, 1999 $ 36,098 $ 1,305,309 $ 1,968,751 $ 3,430,672 $ 272,078 $ 7,012,908
Comprehensive Income:
Net income 705,507 705,507
Other comprehensive income, net of tax:
Change in unrealized gains and losses on securities of $(199,181), net of reclassification adjustment for gains included in net income of $52,593 (251,774 ) (251,774 )

Total comprehensive income 453,733
Common dividends declared, $.53 per  share (330,536 ) (330,536 )
Preferred dividends declared (825 ) (825 )
Issuance of 4,316,732 common shares under corporate stock and dividend reinvestment plans 8,633 86,756 95,389
Purchase of 39,178,400 common shares (78,357 ) (66,825 ) (1,218,278 ) (1,363,460 )
Conversion of 111,697 shares of preferred stock to 338,334 common shares (5,585 ) 677 4,908
Stock split 1,236,264 (1,236,264 )






Balance, June 30, 1999 $ 30,513 $ 2,472,526 $ 757,326 $ 2,586,540 $ 20,304 $ 5,867,209






Balance, January 1, 2000 $ 30,233 $ 2,428,234 $ 782,960 $ 2,665,674 $ (179,368 ) $ 5,727,733
Comprehensive Income:
Net income 663,730 663,730
Other comprehensive income, net of tax:
Change in unrealized gains and losses on securities of $(92,754), net of reclassification adjustment for losses included in net income of $(13,811) (78,943 ) (78,943 )

Total comprehensive income 584,787
Common dividends declared $.285 per share (173,024 ) (173,024 )
Preferred dividends declared (443 ) (443 )
Issuance of 2,510,377 common shares under corporate stock and dividend reinvestment plans 10,041 31,528 41,569
Purchase of 2,150,000 common shares (8,600 ) (2,007 ) (36,535 ) (47,142 )
Conversion of 5,013 shares of preferred stock to 15,183 common shares (251 ) 61 190






Balance, June 30, 2000 $ 29,982 $ 2,429,736 $ 812,671 $ 3,119,402 $ (258,311 ) $ 6,133,480






See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     National City Corporation (“National City” or “the Corporation”) is a financial holding company headquartered in Cleveland, Ohio. National City operates banks and other financial service subsidiaries principally in Ohio, Michigan, Pennsylvania, Indiana, Kentucky and Illinois. Principal activities include commercial and retail banking, consumer finance, asset management, mortgage financing and servicing, and item processing.

1.  BASIS OF PRESENTATION AND ACCOUNTING POLICIES

    The consolidated financial statements include the accounts of the Corporation and its subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain prior period amounts have been reclassified to conform with the current period presentation. The accounting and reporting policies of National City conform with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. For the interim periods presented, management believes the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature and disclosures which are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period. These interim financial statements should be read in conjunction with the Corporation’s 1999 Annual Report and Form 10-K.

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2.  RECENT ACCOUNTING PRONOUNCEMENTS

    Accounting for Derivative Instruments and Hedging Activities: Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133 and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, requires derivative instruments be carried at fair value on the balance sheet. The statement continues to allow the hedging of various risks with derivative instruments and sets forth specific criteria to be used to determine when hedge accounting can be used. The statement provides for changes in fair value or cash flows of both the derivative and the hedged asset or liability to be recognized in earnings in the same period. For derivative instruments not accounted for as hedges, changes in fair value are also required to be recognized in earnings.

    The Corporation plans to adopt the provisions of this statement, as amended, for its quarterly and annual reporting beginning January 1, 2001, the statement’s effective date. The impact of adopting the provisions of this statement on National City’s financial position, results of operations and cash flow subsequent to the effective date is not currently estimable as it will depend on the financial position of the Corporation and the nature and purpose of the derivative instruments in use at that time.
 
3.  NONRECURRING ITEMS

    The following table summarizes various income and expense items designated as nonrecurring:

                                 
Three Months Six Months
Ended Ended
June 30 June 30


(In Thousands) 2000 1999 2000 1999

Gain on sale of student loans $ 74,216 $ $ 74,216 $
Loss on sale and impairment of certain securities (58,379 ) (58,379 )
Gain on sale of Electronic Payment Services, Inc. 95,734
Gain on sale of Concord EFS, Inc. common stock 32,053 32,053
Gain on sale of Stored Value Systems, Inc. 6,050
Net gain (loss) on sale of National Processing business lines 6,038 (58,948 )
Facilities charge (28,604 ) (28,604 )
Executive contract obligations (9,162 ) (9,162 )




Net pre-tax nonrecurring income 15,837 325 15,837 37,123
Tax expense 5,543 779 5,543 34,429




Net after-tax nonrecurring income (loss) $ 10,294 $ (454 ) $ 10,294 $ 2,694




    Included in net income for the second quarter and first six months of 2000 were two nonrecurring items, the combination of which increased pre-tax net income by $15.8 million, or $10.3 million after tax. As part of a balance sheet restructuring initiative intended to improve asset returns and capital position, reduce reliance upon purchased funding and lessen sensitivity to rising interest rates, National City sold $2.0 billion of student loans resulting in a pre-tax gain of $74.2 million, or $48.2 million after tax. The pre-tax gain on sale is included in other income in the Consolidated Statements of Income. The Corporation also recognized pre-tax losses of $58.4 million, or $37.9 million after tax, on the sale and impairment of $3.7 billion of primarily lower yielding, fixed-rate debt securities. The pre-tax losses are included in securities gains (losses) in the Consolidated Statements of Income.
    Certain nonrecurring events were included in the Corporation’s results for the second quarter and first six months of 1999.
    In the first quarter of 1999, National City sold its 20% ownership interest in Electronic Payment Services, Inc. (“EPS”), a provider of transaction processing services, to Concord EFS, Inc. (“Concord”) and recognized a gain of $95.7 million pre tax, or $62.2 million after tax. The pre-tax gain on the sale of EPS is included in other noninterest income. The transaction was effected by exchanging common shares of EPS for shares of unregistered Concord common stock. During the second quarter of 1999, the shares were registered by Concord, and National City sold its holdings in Concord in the open market and recognized a gain of $32.1 million pre tax, or $20.8 million after tax. The pre-tax gain is included in securities gains (losses).
    Also in the first quarter of 1999, National City sold its interest in Stored Value Systems, Inc. (“SVS”), a subsidiary that had been involved in the development of smart card technology, for a gain of $6.1 million pre tax, or $4.0 million after tax. The pre-tax gain is included in other noninterest income.
    Affecting both the first and second quarter of 1999 were the sales of the freight payables, payables outsourcing, remittance and merchant check services business lines by National Processing, Inc. (“National Processing”), an 88%-owned subsidiary of the Corporation. An impairment loss of $65.0 million pre tax, or $63.1 million after tax was recognized during the first quarter of 1999 when management adopted the plan to dispose of the National Processing business lines. As a result of the final sale of the business lines in the second quarter of 1999, $6.0 million pre tax, or $3.3 million after tax, of the estimated impairment loss was reversed. The pre-tax impact of the National Processing business line disposals is included in other noninterest income.
    The second quarter of 1999 also included a charge of $28.6 million pre tax, or $18.6 million after tax, pursuant to a plan to improve the cost efficiency of branch office facilities, which is included in other noninterest expense, and $9.2 million pre tax, or $5.9 million after tax, of personnel expense related to executive contract obligations.

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4.  LOANS AND ALLOWANCE FOR LOAN LOSSES

    The following table presents the activity in the allowance for loan losses:

                                   
Three Months Six Months
Ended Ended
June 30 June 30


(In Thousands) 2000 1999 2000 1999

Balance at beginning of period $ 970,642 $ 970,336 $ 970,463 $ 970,243
Allowance related to loans acquired (sold) (305 ) 268 (305 ) 361
Provision 68,691 59,542 135,017 127,576
Charge-offs:
Commercial 25,085 32,018 49,226 45,041
Real estate — commercial 3,282 738 3,537 2,115
Real estate — residential 2,125 444 4,181 2,146
Consumer 40,917 40,019 86,129 95,690
Credit card 26,083 25,185 51,993 52,291
Home equity 2,036 2,032 3,160 4,041




Total charge-offs 99,528 100,436 198,226 201,324
Recoveries:
Commercial 3,714 6,937 9,405 10,456
Real estate — commercial 848 3,343 2,474 4,766
Real estate — residential 153 805 258 948
Consumer 19,074 22,910 37,569 44,347
Credit card 6,313 5,468 12,207 10,794
Home equity 760 1,056 1,500 2,062




Total recoveries 30,862 40,519 63,413 73,373




Net charge-offs 68,666 59,917 134,813 127,951




Balance at end of period $ 970,362 $ 970,229 $ 970,362 $ 970,229




    The allowance for loan losses is the amount believed adequate to absorb estimated credit losses in the loan portfolio based on management’s evaluation of various factors including overall growth in the portfolio, an analysis of individual credits, adverse situations that could affect a borrower’s ability to repay (including the timing of future payments), prior and current loss experience, and economic conditions. Loan losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for loan losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned as well as other pertinent factors.

    The allowance established for certain impaired loans is determined based on the fair value of the investment measured using either the present value of expected future cash flows based on the initial effective interest rate on the loan, the observable market price of the loan or the fair value of the collateral if the loan is collateral-dependent.
    The allowance for loan losses consists of an allocated component and an unallocated component. The allocated component of the allowance for loan losses reflects expected losses resulting from the analysis of individual loans, developed through specific credit allocations for individual loans and historical loss experience for each loan category. The specific credit allocations are based on a regular analysis of all loans and commitments over a fixed dollar amount where the internal credit rating is at or below a predetermined classification. The historical loan loss element is determined statistically using a loss migration analysis that examines loss experience and the related internal grading of loans charged off. The loss migration analysis is performed quarterly and loss factors are periodically updated based on actual experience. The allocated component of the allowance for loan losses also includes management’s determination of the amounts necessary for concentrations and changes in portfolio mix and volume.
    The unallocated portion of the allowance is determined based on management’s assessment of general economic conditions as well as specific economic factors in the individual markets in which National City operates. This determination inherently involves a higher degree of uncertainty and considers current risk factors that may not have yet manifested themselves in the Corporation’s historical loss factors used to determine the allocated component of the allowance, and it recognizes that knowledge of the portfolio may be incomplete.
    Details regarding nonperforming loans are included in the Asset Quality section of Management’s Discussion and Analysis. At June 30, 2000, December 31, 1999 and June 30, 1999, impaired loans totaled $59.4 million, $24.9 million and $36.9 million, respectively. The related allowance allocated to these loans was $32.8 million, $10.9 million and $11.8 million, respectively. All impaired loans were included in nonperforming assets and had an associated allowance. The contractual interest due and actual interest recorded on nonperforming loans for the six months ended June 30, 2000, was $16.7 million and $4.0 million, respectively, compared with $14.1 million and $5.6 million, respectively, for the six months ended June 30, 1999.

5.  SECURITIES

    The table on the following page summarizes the Corporation’s portfolio of securities available for sale. Fair value fluctuations occur over the lives of the instruments due to changes in market interest rates.
    Gross unrealized gains for the entire portfolio totaled $22.9 million, $109.9 million and $296.6 million at June 30, 2000, December 31, 1999 and June 30, 1999, respectively. Gross unrealized losses at the same period ends totaled $420.3 million, $385.8 million and $265.4 million, respectively.
    For the six months ended June 30, 2000 and 1999, gross securities gains of $46.6 million and $90.2 million, and gross securities losses of $67.8 million and $9.3 million were recognized, respectively.
    Other securities includes the Corporation’s internally-managed equity portfolio of bank and thrift common stock investments, which had an amortized cost and fair value of $745.1 million and $679.2 million, respectively, as of June 30, 2000.
    As of June 30, 2000, there were no securities of a single issuer, other than U.S. Treasury securities and other U.S. government agency securities, which exceeded 10% of stockholders’ equity.

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June 30, 2000

Amortized Fair
(In Thousands) Cost Value

U.S. Treasury and Federal agency debentures $ 975,019 $ 935,886
Mortgage-backed securities 6,349,368 6,072,094
Asset-backed and corporate debt securities 1,871,928 1,848,943
States and political subdivisions 791,531 797,793
Other 1,128,841 1,064,569


Total securities $ 11,116,687 $ 10,719,285


                   
December 31, 1999

Amortized Fair
(In Thousands) Cost Value

U.S. Treasury and Federal agency debentures $ 1,171,397 $ 1,119,508
Mortgage-backed securities 9,629,200 9,351,797
Asset-backed and corporate debt securities 2,633,335 2,600,128
States and political subdivisions 825,941 828,810
Other 920,376 1,004,100


Total securities $ 15,180,249 $ 14,904,343


                   
June 30, 1999

Amortized Fair
(In Thousands) Cost Value

U.S. Treasury and Federal agency debentures $ 1,178,507 $ 1,144,713
Mortgage-backed securities 9,109,144 8,923,184
Asset-backed and corporate debt securities 2,887,087 2,869,398
States and political subdivisions 865,308 883,860
Other 922,333 1,172,461


Total securities $ 14,962,379 $ 14,993,616


6. BORROWED FUNDS

                           
Jun. 30 Dec. 31 Jun. 30
(In Thousands) 2000 1999 1999

U.S. Treasury demand notes $ 6,168,376 $ 9,228,154 $ 2,912,006
Commercial paper 784,675 313,396 917,987
Other 21,766 231,061 665,838



Total borrowed funds $ 6,974,817 $ 9,772,611 $ 4,495,831



  U.S. Treasury demand notes represent secured borrowings from the U.S. Treasury. These borrowings are collateralized by qualifying securities and loans. The funds are placed with the banks at the discretion of the U.S. Treasury and may be called at any time.

7.  LONG-TERM DEBT

                             
Jun. 30 Dec. 31 Jun. 30
(Dollars in Thousands) 2000 1999 1999

9 7/8% subordinated notes due 1999 $ $ $ 64,988
6.50% subordinated notes due 2000 99,983 99,957
8.50% subordinated notes due 2002 99,955 99,943 99,932
6 5/8% subordinated notes due 2004 249,525 249,460 249,396
7.75% subordinated notes due 2004 198,953 198,825 198,697
8.50% subordinated notes due 2004 149,548 149,484 149,421
7.20% subordinated notes due 2005 249,857 249,843 249,826
5.75% subordinated notes due 2009 299,014 298,956 298,899
6 7/8% subordinated notes due 2019 698,840 698,809 698,377
Other 10,000 10,000 11,882



Total parent company 1,955,692 2,055,303 2,121,375



6.50% subordinated notes due 2003 199,788 199,750 199,710
7.25% subordinated notes due 2010 223,353 223,271 223,189
6.30% subordinated notes due 2011 200,000 200,000 200,000
7.25% subordinated notes due 2011 197,771 197,672 197,573
6.25% subordinated notes due 2011 297,510 297,394 297,278
Other 887 1,142 1,188



Total subsidiary 1,119,309 1,119,229 1,118,938



Total long-term debt
qualifying for Tier 2 Capital
3,075,001 3,174,532 3,240,313



 
Senior bank notes 10,140,800 8,918,601 7,527,279
Federal Home Loan Bank advances 2,755,771 2,757,648 2,362,013
Other 5,362 7,233 7,688



Total other long-term debt 12,901,933 11,683,482 9,896,980



Total long-term debt $ 15,976,934 $ 14,858,014 $ 13,137,293



  All of the subordinated notes of the parent and bank subsidiaries pay interest semi-annually and may not be redeemed prior to maturity.

  Long-term advances from the Federal Home Loan Bank (FHLB) are at fixed and variable rates and have maturities ranging from 2000 to 2023. The weighted average interest rate of the advances as of June 30, 2000 was 6.46%. Advances from the FHLB are collateralized by qualifying securities and loans.
  The senior bank notes are at fixed and variable rates and have maturities ranging from 2000 to 2078. The weighted average interest rate of the notes as of June 30, 2000 was 6.64%.
  A credit agreement dated March 14, 1997, with a group of unaffiliated banks, allows the Corporation to borrow up to $350 million until February 1, 2001, with a provision to extend the expiration date under certain circumstances. The Corporation pays an annual facility fee of 10 basis

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points on the amount of the line. There were no borrowings outstanding under this agreement at June 30, 2000.
 
8.  CORPORATION-OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES OF SUBSIDIARY TRUSTS HOLDING SOLELY DEBENTURES OF THE CORPORATION
                           
Jun. 30 Dec. 31 Jun. 30
(Dollars in Thousands) 2000 1999 1999

8.12% capital securities of First of America Capital Trust  I,
due January 31, 2027
$ 150,000 $ 150,000 $ 150,000
9.85% capital securities of Fort Wayne Capital Trust I, due April 15, 2027 30,000 30,000 30,000



Total capital securities $ 180,000 $ 180,000 $ 180,000



    The corporation-obligated mandatorily redeemable capital securities (the “capital securities”) of subsidiary trusts holding solely junior subordinated debt securities of the Corporation (the “debentures”) were issued by two statutory business trusts, First of America Capital Trust I and Fort Wayne Capital Trust I, of which 100% of the common equity in each of the trusts is owned by the Corporation. The trusts were formed for the purpose of issuing the capital securities and investing the proceeds from the sale of such capital securities in the debentures. The debentures held by each trust are the sole assets of that trust. Distributions on the capital securities issued by each trust are payable semiannually at a rate per annum equal to the interest rate being earned by the trust on the debentures held by that trust and are recorded as interest expense by the Corporation. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. The Corporation has entered into agreements which, taken collectively, fully and unconditionally guarantee the capital securities subject to the terms of each of the guarantees.

    The debentures held by First of America Capital Trust I and Fort Wayne Capital Trust I qualify as Tier 1 capital under Federal Reserve Board guidelines and are first redeemable, in whole or in part, by the Corporation on January 31, 2007 and April 15, 2007, respectively.

9.  REGULATORY RESTRICTIONS AND CAPITAL RATIOS

  The Corporation and its banking subsidiaries are subject to various regulatory capital requirements administrated by the federal banking agencies that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Failure to meet minimum capital requirements can result in certain mandatory and possible additional discretionary actions by regulators that could have a material effect on the Corporation’s financial statements and operations.

  Dividends paid by the subsidiary banks to the Parent company are also subject to various legal and regulatory restrictions. At June 30, 2000, bank subsidiaries may pay the Parent company, without prior regulatory approval, $1.8 billion of dividends.
  The following table reflects various measures of capital:
                                                 
Jun. 30 Dec. 31 Jun. 30
2000 1999 1999
(Dollars in


Millions) Amount Ratio Amount Ratio Amount Ratio

Total equity (a) $ 6,133.5 7.25 % $ 5,727.7 6.57 % $ 5,867.2 6.98 %
Total common equity(a) 6,103.5 7.21 5,697.5 6.54 5,836.7 6.95
Tangible  common equity (b) 4,841.0 5.81 4,391.1 5.12 4,799.5 5.78
Tier 1 capital(c) 5,341.3 7.24 4,828.0 6.61 5,037.6 7.14
Total risk- based capital (d) 8,964.7 12.15 8,190.2 11.22 8,544.2 12.12
Leverage(e) 5,341.3 6.28 4,828.0 5.72 5,037.6 6.06

(a)  Computed in accordance with generally accepted accounting principles, including unrealized fair value adjustment of securities available for sale.
(b)  Common stockholders’ equity less all intangible assets; computed as a ratio to total assets less all intangible assets.
(c)  Stockholders’ equity plus qualifying capital securities less certain intangibles and adjusted to exclude the unrealized fair value of securities available for sale; computed as a ratio to risk-adjusted assets, as defined.
(d)  Tier 1 capital plus qualifying loan loss allowance and subordinated debt and unrealized holding gains on certain equity securities; computed as a ratio to risk-adjusted assets, as defined.
(e)  Tier 1 capital; computed as a ratio to average total assets less certain intangible assets.

  National City’s Tier 1, total risk-based capital and leverage ratios for the current period are based on preliminary data. Such ratios are above the required minimum levels of 4.00%, 8.00%, and 3.00% respectively.
  The capital levels at all of National City’s subsidiary banks are maintained at or above the well-capitalized minimums of 6.00%, 10.00% and 5.00% for the Tier 1 capital, total risk-based capital and leverage ratios, respectively.
  Intangible asset amounts used in the capital ratio calculations are summarized below:
                           
Jun. 30 Dec. 31 Jun. 30
(In Millions) 2000 1999 1999

Goodwill $ 1,175.9 $ 1,210.4 $ 962.4
Other intangibles 86.6 96.0 74.8



Total intangibles $ 1,262.5 $ 1,306.4 $ 1,037.2



10.  STOCKHOLDERS’ EQUITY

                         
Jun. 30 Dec. 31 Jun. 30
2000 1999 1999
(Outstanding Shares)

Preferred Stock, no par value, authorized 5,000,000 shares 599,639 604,652 610,258
Common Stock, $4 par value, authorized 1,400,000,000 shares 607,433,924 607,058,364 618,131,386

    National City’s preferred stock has a stated value of $50 per share. The holders of the preferred shares are entitled to receive cumulative preferred dividends payable quarterly at the annual rate of 6%. The preferred shares may be redeemed by the Corporation at its option at any time, or from time to time, on or after April 1, 2002 at $50 per share, plus accrued and unpaid dividends. Such redemption may be subject to prior

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approval by the Federal Reserve Bank. Holders of the preferred shares have the right, at any time at their option, to convert each share of preferred stock into 3.0291 shares of National City common stock.
    In late 1999, the Corporation’s board of directors authorized the purchase of up to 30 million shares of National City common stock subject to an aggregate purchase cost limit of $1.0 billion. The repurchase of common stock may be made, from time to time, on the open market or in privately negotiated transactions. To date, 4.7 million shares have been repurchased, of which 2.1 million were repurchased during the first half of 2000. In conjunction with the foregoing, the Corporation entered into an agreement with a third party that provides the Corporation with an option to purchase up to $300 million of National City common stock through the use of forward transactions. The forward transactions can be settled from time to time, at the Corporation’s election, on a physical, net cash or net share basis. In the case of net cash or net share settlement, the amount at which these forward purchases can be settled depends principally upon the future market price of the Corporation’s common stock as compared with the forward purchase price per share and the number of shares to be settled. In accordance with this agreement, during the second quarter, the Corporation entered into forward transactions involving 7.6 million shares. The final maturity date of the agreement is April 19, 2002.

11.  INCOME TAX EXPENSE

    The composition of income tax expense follows:

                   
Six Months Ended
June 30

(In Thousands) 2000 1999

Applicable to income exclusive of securities transactions $ 348,084 $ 362,674
Applicable to securities transactions (7,436 ) 28,319


Total income tax expense $ 340,648 $ 390,993


    The effective tax rate was 33.9% and 35.7% for the six months ended June 30, 2000 and 1999, respectively. Income taxes for the first six months of 1999 included the effect of the write-off of nondeductible goodwill related to the disposal of certain National Processing business lines. See Note 3.

12.  CONTINGENT LIABILITIES

    During the fourth quarter of 1999, the Corporation was notified by the Internal Revenue Service (“IRS”) of adjustments relating to its corporate-owned life insurance (“COLI”) programs proposed in the Revenue Agent’s Reports for the Corporation’s Federal income tax returns for the years 1990 through 1995. These proposed adjustments involve the disallowance of certain deductions, which, with the expected effect on tax returns for years subsequent to 1995, represent an exposure for tax and interest of approximately $200 million. In the first quarter of 2000, the Corporation made payments of taxes and interest attributable to COLI interest deductions for years 1990 through 1995 to avoid the potential assessment by the IRS of any additional above-market rate interest on the contested amount. The payments to the IRS are included on the balance sheet in other assets pending the resolution of this matter. The Corporation will seek refund, either administratively or through litigation, of all amounts paid plus interest. Management does not agree with these proposed adjustments and will vigorously contest this claim. In the event resolution of this matter is unfavorable, it may have a material adverse effect on the Corporation’s net income for the period in which such unfavorable resolution occurs.

    National City or its subsidiaries are also involved in a number of legal proceedings arising out of their businesses and regularly face various claims, including unasserted claims, which may ultimately result in litigation. Exclusive of the aforementioned claim by the IRS, it is management’s opinion that the consolidated financial statements would not be materially affected by the outcome of any present legal proceedings, commitments or asserted claims.

13.  NET INCOME PER SHARE

    The calculation of net income per common share follows:

                                   
Three Months Six Months
Ended Ended
June 30 June 30
(In Thousands, Except

Per Share Amounts) 2000 1999 2000 1999

Basic:
Net income $ 342,387 $ 354,488 $ 663,730 $ 705,507
Less preferred dividends 450 410 900 825




Net income applicable to common stock $ 341,937 $ 354,078 $ 662,830 $ 704,682




Average common shares outstanding 606,928 623,117 606,347 632,004




Net income per common share — basic $.56 $.56 $1.09 $1.11




Diluted:
Net income $ 342,387 $ 354,488 $ 663,730 $ 705,507




Average common shares outstanding 606,928 623,117 606,347 632,004
Stock option adjustment 2,326 8,315 2,716 8,734
Preferred stock adjustment 1,816 1,848 1,819 1,899




Average common shares outstanding — diluted 611,070 633,280 610,882 642,637




Net income per common share — diluted $.56 $.56 $1.09 $1.10




 

14.  OFF-BALANCE SHEET FINANCIAL AGREEMENTS

    The Corporation uses a variety of off-balance sheet financial instruments such as interest rate swaps, futures, options, forwards, and cap and floor contracts. These financial agreements, frequently called interest rate derivatives, enable the Corporation to manage its exposure to changes in interest rates. As with any financial instrument, derivatives have inherent risks. Market risk includes the risk of gains and losses that result from changes in interest rates. These gains and losses may be offset by other on- or off-balance sheet transactions. Credit risk is the risk that a counterparty to a derivative contract with an unrealized gain fails to perform according to the terms of the agreement. Credit risk can be measured as the cost of acquiring a new derivative agreement with cash flows identical to those of a defaulted agreement in the current interest rate environment. The credit exposure to counterparties is

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managed by limiting the aggregate amount of net unrealized gains in agreements outstanding, monitoring the size and the maturity structure of the derivatives portfolio, applying uniform credit standards maintained for all activities with credit risk and by collateralizing unrealized gains. The Corporation has established bilateral collateral agreements with its major off-balance sheet counterparties that provide for exchanges of marketable securities to collateralize either party’s unrealized gains.
    Interest Rate Risk Management: The Corporation uses interest rate derivatives principally to manage exposure to interest rate risk. Receive fixed interest rate swaps are used to convert variable rate loans and securities into fixed rate instruments and to convert fixed rate funding sources into variable rate funding instruments. Pay fixed interest rate swaps and futures contracts are used to convert fixed rate loans and securities into variable rate instruments and to convert variable rate funding sources into fixed rate funding instruments. Interest rate cap and floor contracts are used to help protect the Corporation’s interest margin in periods of extremely high or low interest rates. Basis swaps are used to manage the short-term repricing risk of variable rate assets and liabilities.
    Mortgage Servicing Risk Management: The carrying value of mortgage servicing assets at June 30, 2000 and December 31, 1999 was $948.7 million and $785.0 million, respectively, and included capitalized net cash outflows of $57.7 million and $9.7 million, respectively, related to off-balance sheet derivative contracts. The Corporation uses off-balance sheet derivative contracts to hedge the market value of its mortgage servicing portfolio. The market value of the mortgage servicing portfolio is adversely affected when mortgage interest rates decline and mortgage loan prepayments increase. To hedge this exposure, the Corporation enters into receive fixed interest rate swaps, purchased interest rate floors and purchased interest rate caps. The Corporation also enters into interest rate swaps where the Corporation receives the periodic total return of principal only mortgage-backed securities and pays a variable rate based on one-month Eurodollar rates.

    Summary information regarding derivatives used for interest rate and mortgage servicing risk management at June 30, 2000 and December 31, 1999 follows:
                                             
Interest Rate Risk Management

Notional Amount Applicable to Hedged Item

Total Net Unrealized
(In Thousands) Loans Securities Funding Notional Gain (Loss)

June 30, 2000:
Interest rate swaps
Receive fixed swaps $ 594,313 $ $ 5,934,000 $ 6,528,313 $ (237,336 )
Pay fixed swaps 3,091,891 250,000 1,000,000 4,341,891 112,960
Basis swaps 2,350,000 3,026,000 5,376,000 (14,865 )
Principal only swaps





Total interest rate swaps 6,036,204 250,000 9,960,000 16,246,204 (139,241 )
Interest rate caps and floors
Eurodollar caps purchased 3,501 20,000 23,501 (28 )
Eurodollar caps sold 340,000 340,000 1,587
Eurodollar floors purchased 1,165,000 25,000 1,190,000 (3,439 )
Eurodollar floors sold 10,000 10,000 (210 )
U.S. Treasury caps purchased
U.S. Treasury floors purchased





Total interest rate caps and floors 1,518,501 45,000 1,563,501 (2,090 )
Interest rate futures
Eurodollar futures purchased 467,000 467,000 121
Eurodollar futures sold 1,265,000 5,227,000 4,500,000 10,992,000 (10,700 )





Total interest rate futures 1,732,000 5,227,000 4,500,000 11,459,000 (10,579 )





Total interest rate swaps, caps, floors and futures $ 9,286,705 $ 5,522,000 $ 14,460,000 $ 29,268,705 $ (151,910 )





[Additional columns below]

[Continued from above table, first column(s) repeated]
                     
Mortgage Servicing Risk
Management

Net Unrealized
(In Thousands) Notional Gain (Loss)


June 30, 2000:
Interest rate swaps
Receive fixed swaps $ 1,378,000 $ (61,101 )
Pay fixed swaps
Basis swaps
Principal only swaps 400,311 (47,688 )


Total interest rate swaps 1,778,311 (108,789 )
Interest rate caps and floors
Eurodollar caps purchased
Eurodollar caps sold
Eurodollar floors purchased
Eurodollar floors sold
U.S. Treasury caps purchased 2,690,000 10,412
U.S. Treasury floors purchased 300,000 177


Total interest rate caps and floors 2,990,000 10,589
Interest rate futures
Eurodollar futures purchased
Eurodollar futures sold


Total interest rate futures


Total interest rate swaps, caps, floors and futures $ 4,768,311 $ (98,200 )


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Interest Rate Risk Management

Notional Amount Applicable to Hedged Item

Total Net Unrealized
(In Thousands) Loans Securities Funding Notional Gain (Loss)

December 31, 1999:
Interest rate swaps
Receive fixed swaps $ 961,488 $ $ 4,792,000 $ 5,753,488 $ (210,781 )
Pay fixed swaps 2,690,841 156,000 1,000,000 3,846,841 100,366
Basis swaps 2,000,000 4,091,000 6,091,000 (4,676 )
Principal only swaps





Total interest rate swaps 5,652,329 156,000 9,883,000 15,691,329 (115,091 )
Interest rate caps and floors
Eurodollar caps purchased 3,605 70,000 1,500,000 1,573,605 (592 )
Eurodollar caps sold 35,000 35,000 (190 )
Eurodollar floors purchased 665,000 525,000 1,190,000 (2,649 )
Eurodollar floors sold 10,000 10,000 92
U.S. Treasury caps purchased
U.S. Treasury floors purchased





Total interest rate caps and floors 713,605 595,000 1,500,000 2,808,605 (3,339 )
Interest rate futures
Eurodollar futures purchased 637,000 637,000 (203 )
Eurodollar futures sold 808,000 10,613,000 11,421,000 1,135
U.S. Treasury futures sold 143,000 143,000





Total interest rate futures 1,445,000 10,756,000 12,201,000 932





Total interest rate swaps, caps, floors and futures $ 7,810,934 $ 11,507,000 $ 11,383,000 $ 30,700,934 $ (117,498 )





[Additional columns below]

[Continued from above table, first column(s) repeated]
                     
Mortgage Servicing Risk
Management

Net Unrealized
(In Thousands) Notional Gain (Loss)


December 31, 1999:
Interest rate swaps
Receive fixed swaps $ 1,808,000 $ (102,915 )
Pay fixed swaps
Basis swaps
Principal only swaps 364,792 (60,332 )


Total interest rate swaps 2,172,792 (163,247 )
Interest rate caps and floors
Eurodollar caps purchased
Eurodollar caps sold
Eurodollar floors purchased
Eurodollar floors sold
U.S. Treasury caps purchased 2,690,000 29,334
U.S. Treasury floors purchased 700,000 143


Total interest rate caps and floors 3,390,000 29,477
Interest rate futures
Eurodollar futures purchased
Eurodollar futures sold
U.S. Treasury futures sold


Total interest rate futures


Total interest rate swaps, caps, floors and futures $ 5,562,792 $ (133,770 )


15.  LINE OF BUSINESS REPORTING

    National City operates six major lines of business: corporate banking, retail sales and distribution, consumer finance, asset management, National City Mortgage and National Processing.

    Corporate banking includes lending and related financial services to large- and medium-sized corporations. Retail sales and distribution includes direct lending, deposit gathering and small business services. Consumer finance is comprised of credit card lending, education finance, dealer finance, national home equity lending and nonconforming residential lending. Asset management includes the institutional trust, brokerage and wealth management businesses. National City Mortgage represents conforming mortgage banking activities conducted through the Corporation’s wholly-owned subsidiary, National City Mortgage Co. National Processing consists of merchant card processing services and corporate outsourcing services conducted through National Processing, Inc., National City’s 88%-owned item processing subsidiary.
    The business units are identified by the product or services offered and the channel through which the product or service is delivered. The accounting policies of the individual business units are the same as those of the Corporation. Certain prior period amounts have been reclassified to conform with the current period presentation.
    The reported results reflect the underlying economics of the businesses. Expenses for centrally provided services are allocated based upon estimated usage of those services. The business units’ assets and liabilities are match-funded and interest rate risk is centrally managed. Transactions between business units are primarily conducted at fair value, resulting in profits that are eliminated for reporting consolidated results of operations.
    Parent and other is comprised of several smaller business units, the results of investment/funding activities, intersegment revenue (expense) eliminations and unallocated amounts. Operating results of the business units are discussed in the Line of Business Results section of Management’s Discussion and Analysis. Selected financial information by line of business is included in the table on the following page.

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Retail
Sales
Corporate and Consumer Asset National City
(In Thousands) Banking Distribution Finance Management Mortgage

Quarter Ended
June 30, 2000
Net interest income (expense) (a) $ 233,115 $ 371,227 $ 158,197 $ 25,009 $ 11,016
Provision (benefit) for loan losses 22,382 9,641 37,531 2,317





Net interest income (expense)
after provision
210,733 361,586 120,666 22,692 11,016
Noninterest income (loss) 60,193 135,579 119,457 125,340 111,983
Noninterest expense 99,079 281,172 115,057 83,462 86,341





Income (loss) before taxes 171,847 215,993 125,066 64,570 36,658
Income tax expense (benefit) (a) 64,855 82,759 48,223 23,943 13,935





Net income (loss) $ 106,992 $ 133,234 $ 76,843 $ 40,627 $ 22,723





Intersegment revenue (expense) $ $ 3,109 $ $ 6,847 $ 2,675
Average assets (in millions) $ 27,699 $ 16,487 $ 18,696 $ 2,425 $ 3,643
Quarter Ended
June 30, 1999
Net interest income (expense) (a) $ 215,531 $ 374,505 $ 148,260 $ 22,750 $ 14,232
Provision (benefit) for loan losses 21,915 6,426 39,080 220





Net interest income (expense) after provision 193,616 368,079 109,180 22,530 14,232
Noninterest income 49,419 133,064 24,436 123,786 83,131
Noninterest expense 97,652 285,945 66,454 84,866 60,515





Income (loss) before taxes 145,383 215,198 67,162 61,450 36,848
Income tax expense (benefit) (a) 54,154 81,468 25,176 22,431 14,195





Net income $ 91,229 $ 133,730 $ 41,986 $ 39,019 $ 22,653





Intersegment revenue (expense) $ $ 2,190 $ $ 9,612 $ 3,018
Average assets (in millions) $ 25,993 $ 17,128 $ 15,449 $ 2,318 $ 3,152
Six Months Ended
June 30, 2000
Net interest income (expense) (a) $ 453,079 $ 739,827 $ 314,993 $ 48,913 $ 19,072
Provision (benefit) for loan losses 37,796 18,794 82,530 3,207





Net interest income (expense)
after provision
415,283 721,033 232,463 45,706 19,072
Noninterest income 114,136 264,614 159,196 246,373 207,536
Noninterest expense 202,463 564,618 210,625 171,894 164,980





Income (loss) before taxes 326,956 421,029 181,034 120,185 61,628
Income tax expense (benefit) (a) 123,432 161,410 69,636 44,629 23,456





Net income (loss) $ 203,524 $ 259,619 $ 111,398 $ 75,556 $ 38,172





Intersegment revenue (expense) $ $ 7,431 $ $ 14,389 $ 5,491
Average assets (in millions) $ 27,293 $ 16,519 $ 18,536 $ 2,399 $ 3,211
 
Six Months Ended
June 30, 1999
Net interest income (expense) (a) $ 427,972 $ 741,536 $ 295,209 $ 43,864 $ 29,775
Provision (benefit) for loan losses 29,568 18,993 94,218 1,256





Net interest income (expense) after provision 398,404 722,543 200,991 42,608 29,775
Noninterest income 101,675 271,040 45,565 239,013 165,934
Noninterest expense 192,646 581,724 132,937 169,058 120,393





Income (loss) before taxes 307,433 411,859 113,619 112,563 75,316
Income tax expense(a) 114,492 155,990 42,755 41,147 28,882





Net income (loss) $ 192,941 $ 255,869 $ 70,864 $ 71,416 $ 46,434





Intersegment revenue (expense) $ $ 33,911 $ $ 16,488 $ 5,488
Average assets (in millions) $ 25,908 $ 17,783 $ 15,187 $ 2,262 $ 3,058

[Additional columns below]

[Continued from above table, first column(s) repeated]
                         
National Parent Consolidated
(In Thousands) Processing and Other Total


Quarter Ended
June 30, 2000
Net interest income (expense) (a) $ 2,228 $ (51,820 ) $ 748,972
Provision (benefit) for loan losses (3,180 ) 68,691



Net interest income (expense)
after provision
2,228 (48,640 ) 680,281
Noninterest income (loss) 102,794 (23,798 ) 631,548
Noninterest expense 89,044 30,915 785,070



Income (loss) before taxes 15,978 (103,353 ) 526,759
Income tax expense (benefit) (a) 6,758 (56,101 ) 184,372



Net income (loss) $ 9,220 $ (47,252 ) $ 342,387



Intersegment revenue (expense) $ $ (12,631 ) $
Average assets (in millions) $ 375 $ 17,446 $ 86,771
Quarter Ended
June 30, 1999
Net interest income (expense) (a) $ 456 $ (17,548 ) $ 758,186
Provision (benefit) for loan losses (8,099 ) 59,542



Net interest income (expense) after provision 456 (9,449 ) 698,644
Noninterest income 127,124 59,895 600,855
Noninterest expense 106,121 55,682 757,235



Income (loss) before taxes 21,459 (5,236 ) 542,264
Income tax expense (benefit) (a) 6,807 (16,455 ) 187,776



Net income $ 14,652 $ 11,219 $ 354,488



Intersegment revenue (expense) $ $ (14,820 ) $
Average assets (in millions) $ 369 $ 18,960 $ 83,369
Six Months Ended
June 30, 2000
Net interest income (expense) (a) $ 4,086 $ (90,103 ) $ 1,489,867
Provision (benefit) for loan losses (7,310 ) 135,017



Net interest income (expense)
after provision
4,086 (82,793 ) 1,354,850
Noninterest income 199,075 19,517 1,210,447
Noninterest expense 172,902 56,681 1,544,163



Income (loss) before taxes 30,259 (119,957 ) 1,021,134
Income tax expense (benefit) (a) 12,657 (77,816 ) 357,404



Net income (loss) $ 17,602 $ (42,141 ) $ 663,730



Intersegment revenue (expense) $ $ (27,311 ) $
Average assets (in millions) $ 370 $ 18,033 $ 86,361
Six Months Ended
June 30, 1999
Net interest income (expense) (a) $ 2,121 $ (17,592 ) $ 1,522,885
Provision (benefit) for loan losses (16,459 ) 127,576



Net interest income (expense) after provision 2,121 (1,133 ) 1,395,309
Noninterest income 178,732 213,475 1,215,434
Noninterest expense 219,426 80,253 1,496,437



Income (loss) before taxes (38,573 ) 132,089 1,114,306
Income tax expense(a) 7,649 17,884 408,799



Net income (loss) (46,222 ) 114,205 $ 705,507



Intersegment revenue (expense) $ $ (55,887 ) $
Average assets (in millions) $ 437 $ 19,804 $ 84,439


(a) Includes tax-equivalent adjustment for tax-exempt interest income.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Financial Highlights

     Net income for the second quarter and first six months of 2000 was $342.4 million and $663.7 million, respectively, compared to net income of $354.5 million and $705.5 million, respectively, for the same periods in 1999. Net income per diluted share was $.56 for the second quarter of 2000, unchanged from the $.56 earned in the second quarter of 1999. Net income per diluted share for the first six months of 2000 was $1.09 compared to net income per diluted share of $1.10 for the first half of 1999.
     Included in second quarter 2000 net income were two nonrecurring items, the combination of which increased income by $15.8 million pre tax and $10.3 million, or $.02 per diluted share, after tax. As part of a balance sheet restructuring initiative intended to improve asset returns and capital position, reduce reliance on purchased funding and lessen sensitivity to rising interest rates, National City sold $2.0 billion of student loans resulting in a gain of $74.2 million pre tax and $48.2 million, or $.08 per diluted share, after tax. The Corporation also recognized losses of $58.4 million pre tax and $37.9 million, or $.06 per share, after tax, on the sale and impairment of $3.7 billion of primarily lower yielding, fixed-rate debt securities. Financial results for 1999 also included several nonrecurring items, which are described in Note 3 to the Consolidated Financial Statements.
     Excluding nonrecurring items, net income for the second quarter and first six months of 2000 was $332.1 million, or $.54 per diluted share, and $653.4 million, or $1.07 per diluted share, respectively, compared to net income of $354.9 million, or $.56 per diluted share, and $702.8 million, or $1.09 per diluted share, respectively, for the comparable 1999 periods. On this same basis, returns on average common equity and average assets, were 22.4% and 1.54%, respectively, for the second quarter of 2000 compared to 23.0% and 1.71% for the second quarter of 1999. Year-to-date returns on average common equity and average assets were 22.4% and 1.52%, respectively, in 2000 versus 21.9% and 1.68% in 1999.
     Most directly affecting the Corporation’s financial results in the second quarter of 2000 were the aforementioned balance sheet restructuring initiatives, which led to improvement in net interest income and stabilization of the net interest margin. Second quarter highlights also included solid credit quality and growth in the core business units, with the fee-based businesses performing especially well.
Table 1:  Net Income by Line of Business
                                   
Three Months
Ended
June 30
Six Months
Ended
June 30


(In Millions) 2000 1999 2000 1999

Corporate banking $ 107.0 $ 91.2 $ 203.5 $ 192.9
Retail sales and distribution 133.2 133.7 259.6 255.9
Consumer finance 76.8 42.0 111.4 70.9
Asset management 40.6 39.0 75.6 71.4
National City Mortgage 22.8 22.7 38.2 46.4
National Processing 9.2 14.7 17.6 (46.2 )
Parent and other (47.2 ) 11.2 (42.2 ) 114.2




Consolidated total $ 342.4 $ 354.5 $ 663.7 $ 705.5




Line of Business Results

     National City’s operations are managed along six major lines of business: corporate banking, retail sales and distribution, consumer finance, asset management, National City Mortgage and National Processing. Note 15 to the Consolidated Financial Statements provides selected financial information for each business line. Table 1 summarizes net income by line of business.

     Corporate Banking net income for the second quarter and first six months of 2000 was $107.0 million and $203.5 million, respectively, up from $91.2 million and $192.9 million for the same periods in 1999. An increase in net interest income and noninterest income offset in part by a higher loan loss provision and an increase in noninterest expense boosted the business unit’s results for both periods in 2000. Strong commercial loan and lease growth combined with improved spreads drove the expansion in net interest income and successful syndication efforts benefited noninterest income. Higher net charge-offs led to an increased provision for loan losses, and expenses associated with new or expanded offices in Philadelphia, Detroit and Chicago contributed to the increase in noninterest expense.
     Second quarter net income for Retail Sales and Distribution for 2000 was $133.2 million, relatively unchanged from net income of $133.7 million for the

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same period a year ago. For the six months ended June 30, 2000, net income was $259.6 million, up slightly from net income of $255.9 million in 1999. Compared to the first half of 1999, better results were attained in 2000 primarily due to a decrease in noninterest expense, which more than offset declines in net interest income and noninterest income. Cost efficiencies achieved through branch reconfiguration and functional centralization initiatives reduced noninterest expense. A lower level of both earning assets and core deposits led to the decline in net interest income although the effect was somewhat mitigated by higher deposit spreads in 2000. Noninterest income decreased due to lower deposit service charge revenue and fewer gains from intercompany servicing asset sales, partially offset by a $3.8 million pre-tax gain from the second quarter 2000 sale of certain low-spread adjustable-rate mortgages. These factors similarly contributed to the fluctuations in the year-over-year quarterly comparison although due to an increases in net charge-offs, there was a higher loan loss provision in the 2000 second quarter.
     Consumer Finance reported net income of $76.8 million and $111.4 million for the second quarter and first half of 2000, respectively, compared to $42.0 million and $70.9 million for the same periods in 1999. Current year results included a pre-tax gain of $74.2 million, or $48.2 million after tax, from the sale of the student loans in the second quarter. Excluding this nonrecurring gain, net income in 2000 declined from the second quarter and first half of 1999 by $13.4 million and $7.7 million, respectively, due mainly to a $15.0 million write-down of auto lease residual values in 2000 and net overhead attributable to a mortgage lender purchased in the second half of 1999, offset to some extent by an increase in net interest income due to solid loan growth and a lower loan loss provision. In 2000, Consumer Finance began retaining a portion of its nonconforming residential mortgage production to benefit future periods, while foregoing gains on whole-loan sales in the current year.
     Net income for Asset Management was $40.6 million and $75.6 million for the second quarter and first six months of 2000, respectively, up from net income of $39.0 million and $71.4 million for the comparable 1999 periods. An increase in assets under administration, the implementation of a standardized fee structure in the latter half of 1999, and loan and deposit growth led to the year-over-year increases in net income.
     National City Mortgage’s net income was $22.8 million and $38.2 million for the second quarter and first half of 2000, respectively, compared to $22.7 million and $46.4 million for the same periods in 1999. Despite an increase in servicing revenue and higher origination volume, net income in 2000 was negatively affected by narrower net interest spreads and a higher level of expenses relative to revenues.
     National Processing’s net income, after minority interest, for the second quarter and first half of 2000 was $9.2 million and $17.6 million, respectively, versus net income of $14.7 million for the prior year second quarter and a net loss of $46.2 million for the first half of 1999. Results for 1999 included losses associated with the divestiture of certain business lines and the impact of their operations until sold. Excluding the effects of the divested business lines, results for 2000 improved over 1999 due to strong growth in the merchant card services business line.
     The parent and other category included in 2000 the nonrecurring loss on the sale and impairment of certain debt securities and in 1999 the nonrecurring items other than the amounts related to the sales of the National Processing business lines. These items are discussed in further detail in Note 3 to the Consolidated Financial Statements. Excluding the nonrecurring items, the parent and other category incurred net losses of $9.2 million and $4.2 million for the second quarter and first six months of 2000, respectively, compared to net income of $14.9 million and $51.7 million for the same periods in 1999 due largely to the effect of rising interest rates on investment and funding activities.

Net Interest Income

     Tax-equivalent net interest income for the second quarter and first six months of 2000 was $749.0 million and $1,489.9 million, respectively, down from $758.2 million and $1,522.9 million for the comparable 1999 periods. On a year-to-date basis, the net interest margin declined in 2000 to 3.79% from 4.03% last year. Higher-cost funding in a rising rate environment combined with the Corporation’s liability sensitivity and increasing competition in the loan markets acted to narrow net interest income and margin in the first half of 2000. In addition, interest expense incurred as a result of funding share repurchase activity had the effect of reducing the 2000 year-to-date margin by ap-

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proximately 19 basis points compared to 10 basis points in 1999.
     During the second quarter of 2000, the Corporation took steps toward improving the net interest margin, which increased to 3.80% in the second quarter from 3.79% in the first quarter of this year. These steps included the sales of the student loans and fixed-rate debt securities and the sale of $1.0 billion of low-spread adjustable rate mortgage loans. A higher level of core deposits in the second quarter compared to the first quarter also benefited the second quarter net interest margin (Table 3).
     Average earning assets (Table 2) for the second quarter of 2000 were $79.0 billion, up from $78.4 billion last quarter and $75.2 billion for the second quarter of last year due to solid loan growth offset partially by the asset sales. Excluding the impact of the aforementioned loan sales, average loans grew $2.0 billion to $63.0 billion over the first quarter of 2000 and represented an annualized growth rate of over 13%. Strong growth in commercial loans and leases drove the second quarter increase, while solid growth in the residential real estate, home equity, credit card and consumer loan portfolios also contributed to the overall increase. Average mortgage loans held for sale increased to $2.8 billion in the second quarter of 2000 from $2.1 billion last quarter due to a 41% linked-quarter increase in origination volume. Average securities in the second quarter declined $1.5 billion to $13.1 billion from $14.6 billion in the first quarter of this year due to the sale of $2.6 billion of lower-yielding fixed-rate debt securities.
Table 2:  Average Earning Assets
                           
Three Months Ended


(In Millions)
Jun. 30
2000
Mar. 31
2000
Jun. 30
1999

Loans $ 65,385 $ 63,144 $ 59,601
Securities (at cost) 13,064 14,600 14,638
Other 578 635 999



Total earning assets $ 79,027 $ 78,379 $ 75,238



Table 3:  Average Sources of Funding

                           
Three Months Ended


(In Millions)
Jun. 30
2000
Mar. 31
2000
Jun. 30
1999

Noninterest bearing deposits $ 10,934 $ 10,716 $ 11,542
Interest bearing core deposits 35,183 34,875 35,802



Total core deposits 46,117 45,591 47,344
Purchased deposits 5,743 6,225 5,199
Short-term borrowings 11,109 10,849 10,354
Long-term debt and capital securities 16,636 16,259 13,305



Total funding $ 79,605 $ 78,924 $ 76,202



Table 4:  Percentage Composition of Average Funding Sources

                           
Three Months Ended


(In Millions)
Jun.  30
2000
Mar.  31
2000
Jun.  30
1999

Core deposits 57.9 % 57.8 % 62.1 %
Purchased deposits 7.2 7.9 6.8
Short-term borrowings 14.0 13.7 13.6
Long-term debt and capital securities 20.9 20.6 17.5



Total 100.0 % 100.0 % 100.0 %



    Average interest-bearing liabilities in the 2000 second quarter were $68.7 billion, relatively comparable to $68.2 billion last quarter. Interest bearing core deposits increased to $35.2 billion in the second quarter of 2000 from $34.9 billion in the first quarter (Table 3).
    Compared to the second quarter of last year, average interest bearing liabilities increased $4.0 billion with a shift in mix to higher cost purchased funding. Competition from nontraditional financial service providers and changing customer preferences have made it more difficult to grow core deposits. As a result, the Corporation has increased its reliance upon purchased funding to fund loan growth and share repurchases (Table 4).
    Management is responsible for monitoring and limiting the Corporation’s exposure to interest rate risk within established guidelines while maximizing net interest income and the net present value of the Corporation’s future cash flows. As part of carrying out these responsibilities, management continually takes into consideration many factors, primarily expected future interest rate movements, variability and timing of balance sheet cash flows, mortgage prepayments, and potential changes in core deposits.
    Interest rate risk is monitored principally through the use of two complementary measures: earnings simulation modeling and net present value estimation. While each of these interest rate risk measurements has limitations, take together they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Corporation, the distribution of risk along the yield curve, the level of risk through time, and the amount of expo-

18


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sure to changes in certain interest rate relationships.
    At June 30, 2000, the earnings simulation model projects net income would increase by approximately 1.0% of stable-rate net income if rates fell gradually by two percentage points over the next year. It projects a decrease of approximately 1.4% if rates rise gradually by two percentage points. The projected decrease is within the Corporation’s guideline of minus 5.0%.
    At June 30, 2000, the net present value model indicates a 150 basis point immediate decrease in rates would not affect the net present value of the balance sheet. Net present value was projected to decrease by 3.8% if rates immediately increased by 150 basis points. Policy limits restrict the amount of the estimated decline in net present value to minus 10%.
Table 5:  Noninterest Income
                                           
Three Months Ended Six Months Ended



(In Thousands)
Jun. 30
2000
Mar. 31
2000
Jun. 30
1999
Jun. 30
2000
Jun. 30
1999

Item processing revenue $ 100,575 $ 94,369 $ 105,089 $ 194,944 $ 226,792
Service charges on deposits 108,073 106,313 104,834 214,386 204,697
Mortgage banking revenue 147,610 111,294 89,181 258,904 182,176
Trust and investment management fees 90,054 83,624 80,683 173,678 162,530
Card-related fees 45,312 43,646 49,259 88,958 94,569
Brokerage revenue 24,587 27,011 29,042 51,598 53,486
Service fees — other 30,918 24,337 21,397 55,255 46,352
Other 52,983 66,772 58,108 119,755 121,084





Total fees and other income 600,112 557,366 537,593 1,157,478 1,091,686
Securities gains 15,599 21,533 25,171 37,132 48,859





Total noninterest income before nonrecurring items 615,711 578,899 562,764 1,194,610 1,140,545
Nonrecurring income, net 15,837 38,091 15,837 74,889





Total noninterest income $ 631,548 $ 578,899 $ 600,855 $ 1,210,447 $ 1,215,434





Noninterest Income

     Certain events designated as nonrecurring affected reported noninterest income in 2000 and 1999 and are described in detail in Note 3 to the Consolidated Financial Statements. Excluding these nonrecurring items, fees and other income (Table 5) for the second quarter of 2000 increased to $600.1 million from $537.6 million in the second quarter of 1999. On this same basis, fees and other income for the first half of 2000 reached $1,157.5 million, up from $1.091.7 million last year. Affecting the year-over-year comparisons of fee income were the 1999 divestitures of certain business lines at National Processing, Inc., the Corporation’s 88%-owned item processing subsidiary, which prior to disposal in 1999 contributed $17.6 million and $56.7 million to fee income in the second quarter and first half, respectively. Excluding the effects of these business lines from the 1999 periods, fees and other income for the second quarter and first half of 2000 grew 15% and 12%, respectively, over the comparable 1999 periods due primarily to growth in mortgage banking revenue, item processing revenue, deposit and other bank service fees, and trust and investment management fees. These same revenue sources also drove the 8% growth in fees and other income from the first quarter to the second quarter of 2000.

     Item processing revenue benefited over the past year from increased credit and debit card volume and an expanded merchant base.
     Service charges on deposits and other service fees improved over the prior year and quarter due primarily to higher income from syndicated lending activity and an increase in customer debit card usage.
     Year-over-year trust and investment management fees increased due to an increase in assets under administration and the implementation of a standardized fee structure in the latter half of 1999, while linked-quarter revenue increased primarily as a result of seasonal tax preparation fees.
     Mortgage banking revenue was favorably impacted in the 2000 second quarter by a 41% increase in origination volume over the first quarter, a $13.5 million gain from the sale of mortgage servicing rights on loans having an aggregate unpaid principal balance of $1.0 billion, and a $10.6 million gain from the sale of $1.0 billion of certain low-spread adjustable-rate mortgage loans. These factors, along with the purchase acquisitions in the second half of 1999, also contributed to the year-over-year growth in mortgage banking revenue.
     Card-related fee income is down from the prior-year periods due to reduced servicing income from credit card securitizations that have been unwinding since late 1998.
     In the second quarter of 2000, pre-tax securities gains, primarily from equity securities and excluding nonrecurring items, totaled $15.6 million, or $.02 per share after tax, down from $25.2 million, or $.03 per share after tax, in the second quarter of last year. On this

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same basis, for the first six months of 2000, pre-tax securities gains totaled $37.1 million, or $.04 per share after tax, down from $48.9 million, or $.05 per share after tax, for the same period in 1999.
Table 6:  Noninterest Expense
                                           
Three Months Ended Six Months Ended



(In Thousands)
Jun. 30
2000
Mar. 31
2000
Jun. 30
1999
Jun. 30
2000
Jun. 30
1999

Salaries $ 341,735 $ 335,037 $ 307,127 $ 676,772 $ 625,888
Benefits and other personnel 59,574 71,834 73,296 131,408 155,299
Equipment 57,759 57,682 52,955 115,441 105,716
Net occupancy 51,816 52,668 49,234 104,484 103,361
Third-party services 48,546 45,148 48,551 93,694 94,121
Card processing fees 40,493 38,198 38,024 78,691 71,619
Postage and supplies 31,701 30,611 29,912 62,312 64,954
Amortization of intangibles 21,975 22,100 17,448 44,075 35,046
Telephone 18,371 20,276 19,634 38,647 38,590
Marketing and public relations 23,377 22,712 14,809 46,089 25,582
State and local taxes 8,122 7,708 12,412 15,830 25,182
Travel and entertainment 15,149 13,639 12,724 28,788 24,630
Other 66,452 41,480 43,343 107,932 88,683





Total noninterest expense before nonrecurring items 785,070 759,093 719,469 1,544,163 1,458,671
Nonrecurring expense 37,766 37,766





Total noninterest expense $ 785,070 $ 759,093 $ 757,235 $ 1,544,163 $ 1,496,437





Noninterest Expense

     Noninterest expense (Table 6) was $785.1 million in the second quarter of 2000, compared to $759.1 million in the first quarter and $757.2 million in the 1999 second quarter. Noninterest expense for the first half of 2000 was $1,544.2 million compared to $1,496.4 million for the first half of 1999. Noninterest expense for the second quarter and first half of 1999 included $37.8 million in nonrecurring pre-tax charges pursuant to a plan to improve the cost-efficiency of branch office facilities, along with certain unrelated executive contract obligations. On a linked-quarter basis, higher expenses reflected volume-driven expenses related primarily to activities at National City Mortgage and National Processing, a $15.0 million write-down of auto lease residual values and other miscellaneous accrual adjustments, offset to some extent by a decline in benefits and other personnel expenses principally due to a reduction in payroll taxes. Compared to the prior- year periods, noninterest expense, excluding the 1999 nonrecurring items, was up in 2000 due to higher technology and marketing spending, fee-based business volume increases, expenses and intangibles amortization from 1999 purchase acquisitions, and the aforementioned residual value write-down. These increases were partially offset by lower expenses from the second quarter 1999 disposition of the National Processing business lines, decreases in benefits and other personnel expense and reduced state and local tax expense. A decline in expense related to compensation and benefit plans and an increase in costs capitalized in conjunction with internally- developed software projects accounted for the decrease in benefits and other personnel expense, while state and local tax expense decreased due to several refunds in 2000.

     National City’s staffing level on a full-time equivalent basis was 37,704 at June 30, 2000, essentially unchanged from 37,804 a year ago as personnel additions from second half 1999 purchase acquisitions were more than offset by efficiency-related reductions in retail branch personnel and other support staff.
     Operating expenses are often measured by the efficiency ratio, which expresses noninterest expense as a percentage of tax-equivalent net interest income and total fees and other income. Excluding nonrecurring items, the efficiency ratio for the second quarter and first six months of 2000 was 58.2% and 58.3%, respectively, compared to 55.5% and 55.8%, respectively, for the same periods in 1999.

Asset Quality

     Credit quality remained sound in the second quarter of 2000. Net charge offs as a percentage of average loans were .44% for the second quarter, unchanged from the first quarter of this year and up only slightly from .42% in the second quarter of 1999. Year-to-date net charge-offs as a percentage of average loans declined in the first half of 2000 to .44% from .45% last year. Table 7 presents net charge-offs as a percentage of average loans by portfolio type. Actual net charge-offs rose slightly in the second quarter of 2000 to $68.7 million from $66.1 million in the first quarter. For the six months ended, net charge-offs totaled $134.8 million in 2000 compared to $128.0 million in the first half of 1999.

     The allowance for loan losses was $970.4 million at June 30, 2000, or 1.58% of loans, compared to $970.5 million, or 1.61% of loans, at December 31, 1999 and

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$970.2 million, or 1.69% of loans, a year ago.
     Nonperforming assets (Table 8) were $339.3 million at June 30, 2000, compared to $289.1 million at December 31, 1999 and $249.5 million a year ago. The increase in nonperforming assets over the past year was primarily due to a weakening of credit quality in the healthcare sector along with the addition of several credits in the retail and manufacturing industries and higher delinquencies in residential real estate. As a percentage of loans and OREO, nonperforming assets were .55% at June 30, 2000, compared to .51% at the end of the first quarter, .48% at the end of 1999, and .44% a year ago.
Table 7:  Annualized Net Charge-Offs as a Percentage of Average Loans
                                           
Three Months Ended Six Months Ended


Jun.  30 Mar.  31 Jun.  30 Jun.  30 Jun.  30
2000 2000 1999 2000 1999

Commercial .35 % .32 % .45 % .33 % .31 %
Real estate — commercial .16 (.09 ) (.17 ) .04 (.08 )
Real estate — residential .08 .08 (.02 ) .08 .03
Consumer .56 .67 .45 .61 .69
Credit card 3.16 3.45 4.05 3.30 4.43
Home equity .13 .04 .12 .09 .13
Total net charge-offs to average loans .44 % .44 % .42 % .44 % .45 %

Table 8:  Nonperforming Assets

                                             

(In Millions)
Jun.  30
2000
Mar.  31
2000
Dec.  31
1999
Sep.  30
1999
Jun.  30
1999

Commercial:
Nonaccrual $ 155.3 $ 138.4 $ 130.2 $ 106.7 $ 97.1
Restructured .2 .2 .2 .2 .3





Total commercial 155.5 138.6 130.4 106.9 97.4
Real estate mortgage:
Nonaccrual 158.0 150.5 137.0 126.9 123.0
Restructured .2 1.7 1.8 2.3 2.4





Total real estate mortgage 158.2 152.2 138.8 129.2 125.4





Total nonperforming loans 313.7 290.8 269.2 236.1 222.8
Other real estate owned (OREO) 25.6 23.3 19.9 23.9 26.7





Nonperforming assets $ 339.3 $ 314.1 $ 289.1 $ 260.0 $ 249.5





Loans 90 days past due accruing interest $ 249.4 $ 250.0 $ 230.0 $ 244.0 $ 199.6





Capital

     The Corporation has consistently maintained regulatory capital ratios at or above the “well-capitalized” standards. For further detail on capital ratios, see Note 9 to the Consolidated Financial Statements.

     Total stockholders’ equity was $6.1 billion at June 30, 2000, up from $5.7 billion at the end of 1999 and $5.9 billion a year ago. Equity growth has been limited over the past year by the repurchase of National City stock and unrealized fair value depreciation in the available-for-sale securities portfolio. Book value per common share at June 30, 2000, December 31, 1999 and June 30, 1999 was $10.05, $9.39 and $9.44, respectively. Book value per common share at June 30, 2000 included unrealized losses on securities available-for-sale of $.43 compared to unrealized losses of $.30 at December 31, 1999 and unrealized gains of $.03 at June 30, 1999.
     In late 1999, the Corporation’s Board of Directors authorized a share repurchase program for up to 30 million shares, or approximately 5 percent of the Corporation’s outstanding common stock, with an aggregate purchase cost limit of $1.0 billion. The repurchase of common stock may be made, from time to time, on the open market or in privately-negotiated transactions. During the first quarter of 2000, the Corporation repurchased 2.1 million shares of National City common stock at a cost of $47.1 million. No shares were repurchased during the second quarter. As of June 30, 2000, 25.3 million shares remained under the 30-million share authorization. In conjunction with this authorization, the Corporation entered into an agreement with a third party that provides the Corporation with an option to purchase up to $300.0 million of National City common stock through the use of forward transactions. The forward transactions can be settled from time to time, at the Corporation’s election, on a physical, net cash or net share basis. In the case of net cash or net share settlement, the amount at which these forward purchases can be settled depends principally upon the future market price of the Corporation’s common stock as compared with the forward purchase price per share and the number of shares to be settled. During the second quarter, the Corporation entered into forward transactions involving 7.6 million shares. The final maturity date of the agreement is April 19, 2002.
     The dividend payout is continually reviewed by management and the Board of Directors. Dividends of $.285 per common share were declared in the second quarter of 2000, reflecting a

21


Table of Contents

dividend payout ratio of 50.89%. In the second quarter of 1999, dividends of $.27 per common share were declared and the dividend payout ratio was 48.21%.
     Equity to assets was 7.25% at June 30, 2000, compared to 6.57% at December 31, 1999 and 6.98% at June 30, 1999. Average equity to average assets was 6.81% for the first half of 2000 compared to 7.68% for first half of 1999.
     The total market capitalization of the Corporation was approximately $10.4 billion at June 30, 2000. National City’s common stock is traded on the New York Stock Exchange under the symbol “NCC.”

Forward-Looking Statements

     The discussion regarding the Corporation’s interest rate risk position included in the section entitled “Net Interest Income” contains certain forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements involve significant risks and uncertainties including changes in general economic and financial market conditions and the Corporation’s ability to execute its business plans. Although National City believes the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially.

22


Table of Contents

Consolidated Average Balance Sheets

                                         
Three Months Ended Six Months Ended
June 30 June 30


(In Millions) 2000 1999 2000 1999

Assets
Earning Assets:
Loans:
Commercial $ 24,379 $ 22,228 $ 23,937 $ 22,190
Real estate — commercial 6,157 6,275 6,088 6,290
Real estate — residential 9,721 8,483 9,505 8,712
Consumer 15,722 15,130 15,928 15,040
Credit card 2,514 1,953 2,425 1,891
Home equity 4,044 3,188 3,907 3,172




Total loans 62,537 57,257 61,790 57,295
Mortgage loans held for sale 2,848 2,344 2,475 2,650
Securities available for sale, at cost 13,064 14,638 13,833 14,881
Federal funds sold and security resale agreements 432 850 456 898
Other short-term investments 146 149 150 148




Total earning assets 79,027 75,238 78,704 75,872
Allowance for loan losses (995 ) (989 ) (995 ) (987 )
Fair value (depreciation) appreciation of securities available for sale (430 ) 268 (419 ) 322
Cash and demand balances due from banks 3,116 3,506 3,128 3,785
Properties and equipment 1,114 1,158 1,121 1,169
Accrued income and other assets 4,939 4,188 4,822 4,278




Total Assets $ 86,771 $ 83,369 $ 86,361 $ 84,439




Liabilities and Stockholders’ Equity
Liabilities:
Noninterest bearing deposits $ 10,934 $ 11,542 $ 10,825 $ 11,610
NOW and money market accounts 16,477 16,997 16,460 16,949
Savings accounts 3,321 3,922 3,367 3,938
Time deposits of individuals 15,385 14,883 15,202 15,230
Other time deposits 2,881 2,857 2,853 3,083
Deposits in overseas offices 2,862 2,342 3,131 2,684




Total deposits 51,860 52,543 51,838 53,494




Federal funds borrowed and security repurchase agreements 6,053 7,377 6,889 8,187
Borrowed funds 5,056 2,977 4,090 2,908
Long-term debt and capital securities 16,636 13,305 16,448 12,309
Accrued expenses and other liabilities 1,190 951 1,219 1,054




Total Liabilities 80,795 77,153 80,484 77,952
Stockholders’ Equity:
Preferred 30 31 30 31
Common 5,946 6,185 5,847 6,456




Total Stockholders’ Equity 5,976 6,216 5,877 6,487




Total Liabilities and Stockholders’ Equity $ 86,771 $ 83,369 $ 86,361 $ 84,439




23


Table of Contents

Daily Average Balances/Net Interest Income/Rates
                     
(Dollars in Millions) Daily Average Balance

                                                 
2000 1999


Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter





Assets
Earning Assets:
Loans:
Commercial $ 24,379 $ 23,496 $ 22,988 $ 22,066 $ 22,228
Real estate — commercial 6,157 6,020 6,141 6,238 6,275
Real estate — residential(a) 12,569 11,392 11,030 10,534 10,827
Consumer 15,722 16,130 15,617 15,052 15,130
Credit Card 2,514 2,336 2,224 2,088 1,953
Home equity 4,044 3,770 3,561 3,336 3,188





Total loans 65,385 63,144 61,561 59,314 59,601
Securities:
Taxable 12,267 13,789 14,565 14,000 13,761
Tax-exempt 797 811 838 851 877





Total securities 13,064 14,600 15,403 14,851 14,638
Short-term investments 578 635 798 806 999





Total earning assets/
Total interest income/rates 79,027 78,379 77,762 74,971 75,238
Allowance for loan losses (995 ) (996 ) (985 ) (990 ) (989 )
Fair value (depreciation) appreciation of securities available for sale (430 ) (408 ) (116 ) (8 ) 268
Cash and demand balances due from banks 3,116 3,140 3,376 3,306 3,506
Properties and equipment, accrued income and other assets 6,053 5,836 5,563 5,412 5,346





Total assets $ 86,771 $ 85,951 $ 85,600 $ 82,691 $ 83,369





Liabilities and Stockholders’ Equity
Interest bearing liabilities:
NOW and money market accounts $ 16,477 $ 16,443 $ 16,580 $ 16,742 $ 16,997
Savings accounts 3,321 3,413 3,605 3,795 3,922
Time deposits of individuals 15,385 15,019 14,578 14,461 14,883
Other time deposits 2,881 2,825 3,141 2,908 2,857
Deposits in overseas offices 2,862 3,400 3,105 2,389 2,342
Federal funds borrowed 2,277 3,642 3,713 2,889 2,467
Security repurchase agreements 3,776 4,081 4,531 4,814 4,910
Borrowed funds 5,056 3,126 2,893 2,808 2,977
Long-term debt and capital securities 16,636 16,259 15,081 13,532 13,305





Total interest bearing liabilities/
Total interest expense/rates 68,671 68,208 67,227 64,338 64,660
Noninterest bearing deposits 10,934 10,716 11,278 11,338 11,542
Accrued expenses and other liabilities 1,190 1,249 1,105 1,046 951





Total liabilities 80,795 80,173 79,610 76,722 77,153
Total stockholders’ equity 5,976 5,778 5,990 5,969 6,216





Total liabilities and stockholders’ equity $ 86,771 $ 85,951 $ 85,600 $ 82,691 $ 83,369





Net interest income
Interest spread
Contribution of noninterest bearing sources of funds
Net interest margin

(a)  Includes mortgage loans held for sale.

24


Table of Contents

                                                 
Quarterly Interest

2000 1999


Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter





Assets
Earning Assets:
Loans:
Commercial $ 533.8 $ 490.1 $ 471.6 $ 434.9 $ 423.4
Real estate— commercial 134.9 130.7 134.4 135.8 133.8
Real estate— residential(a) 251.5 220.3 211.3 198.4 202.5
Consumer 337.0 342.8 333.5 318.5 317.5
Credit Card 86.3 77.7 71.7 70.3 65.5
Home equity 93.0 83.4 76.4 70.6 66.2





Total loans 1,436.5 1,345.0 1,298.9 1,228.5 1,208.9
Securities:
Taxable 191.2 216.0 226.6 217.2 208.4
Tax-exempt 16.2 16.6 17.3 17.5 19.3





Total securities 207.4 232.6 243.9 234.7 227.7
Short-term investments 10.9 10.9 13.3 11.7 12.9





Total earning assets/
Total interest income/rates $ 1,654.8 $ 1,588.5 $ 1,556.1 $ 1,474.9 $ 1,449.5
Allowance for loan losses
Fair value (depreciation) appreciation of securities available for sale
Cash and demand balances due from banks
Properties and equipment, accrued income and other assets
Total assets
Liabilities and Stockholders’ Equity
Interest bearing liabilities:
NOW and money market accounts $ 149.3 140.0 $ 135.2 $ 131.2 $ 126.7
Savings accounts 13.7 14.2 15.1 16.0 16.6
Time deposits of individuals 215.1 201.0 190.3 183.5 187.7
Other time deposits 43.9 41.0 43.6 36.7 34.4
Deposits in overseas offices 44.3 47.7 41.6 30.1 27.7
Federal funds borrowed 37.1 53.9 51.3 37.5 29.6
Security repurchase agreements 48.6 48.7 49.9 50.3 49.8
Borrowed funds 77.6 43.3 41.1 37.7 36.9
Long-term debt and capital securities 276.0 257.8 231.6 194.2 181.9





Total interest bearing liabilities/
Total interest expense/rates $ 905.8 $ 847.6 $ 799.7 $ 717.2 $ 691.3
Noninterest bearing deposits
Accrued expenses and other liabilities
Total liabilities
Total stockholders’ equity
Total liabilities and stockholders’ equity
Net interest income $ 749.0 $ 740.9 $ 756.4 $ 757.7 $ 758.2





Interest spread
Contribution of noninterest bearing sources of funds
Net interest margin

[Additional columns below]
[Continued from above table, first column(s) repeated]
                                                 
Average Annualized Rate

2000 1999


Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter





Assets
Earning Assets:
Loans:
Commercial $ 8.80 % 8.39 % 8.14 % 7.82 % 7.64 %
Real estate — commercial 8.82 8.73 8.68 8.63 8.55
Real estate — residential(a) 8.01 7.74 7.66 7.54 7.48
Consumer 8.62 8.55 8.47 8.40 8.42
Credit Card 13.81 13.38 12.79 13.36 13.45
Home equity 9.19 8.85 8.52 8.40 8.32
Total loans 8.82 8.56 8.38 8.23 8.13
Securities:
Taxable 6.24 6.27 6.22 6.20 6.06
Tax-exempt 8.13 8.19 8.25 8.24 8.80
Total securities 6.35 6.38 6.33 6.32 6.22
Short-term investments 7.51 6.88 6.58 5.83 5.15
Total earning assets/
Total interest income/rates 8.41 % 8.14 % 7.96 % 7.83 % 7.72 %
Allowance for loan losses
Fair value (depreciation) appreciation of securities available for sale
Cash and demand balances due from banks
Properties and equipment, accrued income and other assets
Total assets
Liabilities and Stockholders’ Equity
Interest bearing liabilities:
NOW and money market accounts 3.64 % 3.43 % 3.24 % 3.11 % 2.99 %
Savings accounts 1.66 1.67 1.67 1.67 1.70
Time deposits of individuals 5.62 5.38 5.18 5.04 5.06
Other time deposits 6.13 5.84 5.51 5.00 4.84
Deposits in overseas offices 6.22 5.64 5.32 5.00 4.74
Federal funds borrowed 6.56 5.95 5.46 5.16 4.82
Security repurchase agreements 5.18 4.80 4.38 4.15 4.06
Borrowed funds 6.19 5.57 5.64 5.32 4.98
Long-term debt and capital securities 6.67 6.37 6.09 5.69 5.48
Total interest bearing liabilities/
Total interest expense/rates 5.30 % 5.00 % 4.72 % 4.42 % 4.29 %
Noninterest bearing deposits
Accrued expenses and other liabilities
Total liabilities
Total stockholders’ equity
Total liabilities and stockholders’ equity
Net interest income
Interest spread 3.11 % 3.14 % 3.24 % 3.41 % 3.43 %
Contribution of noninterest bearing sources of funds .69 .65 .63 .62 .61





Net interest margin 3.80 % 3.79 % 3.87 % 4.03 % 4.04 %






25


Table of Contents

CORPORATE INVESTOR INFORMATION

Corporate Headquarters

     National City Center

     1900 East Ninth Street
     Cleveland, Ohio 44114-3484
     (216) 575-2000
     www.national-city.com

Transfer Agent and Registrar

     National City Bank

     Corporate Trust Operations
     Department 5352
     P.O. Box 92301
     Cleveland, Ohio 44193-0900
     1-800-622-6757

Investor Information

Jeffrey C. Douglas

Vice President and Assistant Treasurer
Investor Relations
Department 2101
P.O. Box 5756
Cleveland, Ohio 44101-0756
1-800-622-4204
Common Stock Listing

National City Corporation common stock
is traded on the New York Stock
Exchange under the symbol NCC. The
stock is abbreviated in financial
publications as NtlCity.

National City’s item processing subsidiary, National Processing, Inc., is traded on the New York Stock Exchange under the symbol NAP. The stock is abbreviated in financial publications as NtlProc.

Dividend Reinvestment and Stock

Purchase Plan

Common stockholders participating in the Plan receive a three percent discount from market price when they reinvest their National City dividends in additional shares. Participants may also make optional cash purchases of common stock at a three percent discount from market price and pay no brokerage commissions. To obtain our Plan prospectus and authorization card, call 1-800-622-6757.

Debt Ratings

                   
Moody’s
Investors Standard Thomson
Service & Poor’s Fitch(b) BankWatch

National City Corporation A/B
Commercial paper (short-term debt) P-1 A-1 F-1+ TBW1
Senior debt A1 A AA-
Subordinated debt A2 A- A+ A
Bank Subsidiaries:(a)
Certificates of deposit Aa3 A+ AA
Subordinated bank notes A1 A A+ A+

(a)  Includes National City Bank, National City Bank of Indiana, National City Bank of Kentucky, National City Bank of Pennsylvania and National City Bank of Michigan/Illinois, except as noted below.
 
(b)  Fitch ratings for certificates of deposit apply only to the banks in Ohio, Kentucky and Indiana. Fitch subordinated bank note ratings apply only to the Ohio banking subsidiary.

26


Table of Contents

FORM 10-Q — JUNE 30, 2000

 
SIGNATURE

      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 CORPORATION

Date:  August 4, 2000
  /s/ ROBERT G. SIEFERS
 
  Robert G. Siefers
  Vice Chairman and
  Chief Financial Officer
  (Duly Authorized Signer and
  Principal Financial Officer)

27


Table of Contents

     
[NATIONAL CITY CORPORATION LOGO]

National City Center

1900 East Ninth Street

Cleveland, Ohio 44114-3484
Presort Standard
U.S. Postage
PAID
National City
Corporation


Table of Contents

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                            EXHIBIT DESCRIPTION
------                            -------------------

3.1              Restated Certificate of Incorporation of National City
                 Corporation, as amended (filed as Exhibit 3.1 to National City
                 Corporation's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1997 and incorporated herein by reference).

3.2              Amended and Restated Articles of Incorporation of National City
                 Corporation dated April 13, 1999 (filed as Exhibit 3.2).

3.3              National City Corporation First Restatement of By-laws adopted
                 April 27, 1987 (As Amended through October 24, 1994) (filed as
                 Exhibit 3.2 to Registrant's Form S-4 Registration Statement No.
                 33-56539 dated November 18, 1994 and incorporated herein by
                 reference).

4.1              The Company agrees to furnish upon request to the Commission a
                 copy of each instrument defining the rights of holders of
                 Senior and Subordinated debt of the Company.

4.2              Credit Agreement dated as of February 2, 1996 by and between
                 National City and the banks named therein (filed as Exhibit 4.2
                 to Registrant's Form S-4 Registration Statement No. 333-01697
                 dated March 13, 1996 and incorporated herein by reference).

4.3              Certificate of Stock Designation dated as of February 2, 1998
                 designating National City Corporation's 6% Cumulative
                 Convertible Preferred Stock, Series 1, without par value, and
                 fixing the powers, preferences, rights, qualifications,
                 limitations and restrictions thereof (filed as Appendix D to
                 Registrant's Form S-4 Registration Statement No. 333-45609
                 dated February 19, 1998 and incorporated herein by reference)
                 in addition to those set forth in National City Corporation's
                 Restated Certificate of Incorporation, as amended (filed as
                 Exhibit 3.2).

10.1             National City Savings and Investment Plan, As Amended and
                 Restated Effective July 1, 1992 (filed as Exhibit 10.24 to
                 Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1994 and incorporated herein by reference).

10.2             The National City Savings and Investment Plan No. 2 As Amended
                 and Restated Effective January 1, 1992 (filed as Exhibit 10.25
                 to Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1994 and incorporated herein by reference).

10.3             National City Corporation's Amended 1984 Stock Option Plan
                 (filed as Exhibit No. 10.2 to National City's Annual Report on
                 Form 10-K for the fiscal year ended December 31, 1987);
                 incorporated herein by reference.

10.4             National City Corporation 1989 Stock Option Plan (filed as
                 Exhibit 10.7 to National City's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1989, and incorporated
                 herein by reference).

10.5             National City Corporation's 1993 Stock Option Plan (filed as
                 Exhibit 10.5 to Registration Statement No. 33-49823 and
                 incorporated herein by reference).

10.6             National City Corporation 150th Anniversary Stock Option Plan
                 (filed as Exhibit 10.9 to Registrant's Form S-4 Registration
                 Statement No. 33-59487 dated May 19, 1995 and incorporated
                 herein by reference).

10.7             National City Corporation 1997 Stock Option Plan (filed as
                 Exhibit A to National City Corporation's Proxy Statement Form
                 14A Registration No. 000-07229 dated February 19, 1997 and
                 incorporated herein by reference).

10.8             National City Corporation Plan for Deferred Payment of
                 Directors' Fees, As Amended (filed as Exhibit 10.5 to
                 Registration Statement No. 2-914334 and incorporated herein by
                 reference).


Table of Contents

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                           EXHIBIT DESCRIPTION
------                           -------------------

10.9             National City Corporation Supplemental Executive Retirement
                 Plan, As Amended and Restated Effective January 1, 1997 (filed
                 as Exhibit 10.12 to Registrant's Form S-4 Registration
                 Statement No. 333-46571 dated February 19, 1998 and
                 incorporated herein by reference).

10.10            National City Corporation Executive Savings Plan, As Amended
                 and Restated Effective January 1, 1995 (filed as Exhibit 10.9
                 to National City's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994, and incorporated herein by
                 reference).

10.11            National City Corporation Amended and Second Restated 1991
                 Restricted Stock Plan (filed as Exhibit 10.9 to Registration
                 Statement No. 33-49823 and incorporated herein by reference).

10.12            National City Corporation 1997 Restricted Stock Plan (filed as
                 Exhibit B to National City Corporation's Proxy Statement Form
                 14A Registration No. 000-07229 dated February 19, 1997 and
                 incorporated herein by reference).

10.13            Form of grant made under National City Corporation 1991
                 Restricted Stock Plan in connection with National City
                 Corporation Supplemental Executive Retirement Plan As Amended
                 (filed as Exhibit 10.10 to National City's Annual Report on
                 Form 10-K for the fiscal year ended December 31, 1992, and
                 incorporated herein by reference).

10.14            Merchants National Corporation Director's Deferred Compensation
                 Plan, As Amended and Restated August 16, 1983 (filed as Exhibit
                 10(3) to Merchants National Corporation's Form S-2 Registration
                 Statement dated June 28, 1985, and incorporated herein by
                 reference).

10.15            Merchants National Corporation Supplemental Pension Plan dated
                 November 20, 1984; First Amendment to the Supplemental Pension
                 Plans dated January 21, 1986; Second Amendment to the
                 Supplemental Pension Plans dated July 3, 1989; and Third
                 Amendment to the Supplemental Pension Plans dated November 21,
                 1990 (filed respectively as Exhibit 10(n) to Merchants National
                 Corporation Annual Report on Form 10-K for the year ended
                 December 21, 1984; as Exhibit 10(q) to the Merchants National
                 Corporation Annual Report on Form 10-K for the year ended
                 December 31, 1985; as Exhibit 10(49) to Merchants National
                 Corporation Annual Report on Form 10-K for the year ended
                 December 31, 1990; and as Exhibit 10(50) to the Merchants
                 National Corporation Annual Report on Form 10-K for the year
                 ended December 31, 1990; all incorporated herein by reference).

10.16            Merchants National Corporation Employee Benefit Trust
                 Agreement, effective July 1, 1987 (filed as Exhibit 10(27) to
                 Merchants National Corporation Annual Report on Form 10-K for
                 the year ended December 31, 1987, and incorporated herein by
                 reference).

10.17            Merchants National Corporation Non-Qualified Stock Option Plan,
                 effective January 20, 1987, and the First Amendment to that
                 Merchants National Non-Qualified Stock Option Plan, effective
                 October 16, 1990 (filed respectively as Exhibit 10(23) to
                 Merchants National Corporation Annual Report on Form 10-K for
                 the year ended December 31, 1986, and as Exhibit 10(55) to
                 Merchants National Corporation Annual Report on Form 10-K for
                 the year ended December 31, 1990, both of which are
                 incorporated herein by reference).

10.18            Merchants National Corporation 1987 Non-Qualified Stock Option
                 Plan, effective November 17, 1987, and the First Amendment to
                 effective October 16, 1990 (filed respectively as Exhibit
                 10(30) to Merchants National Corporation Annual Report on Form
                 10-K for the year ended December 31, 1987, and as Exhibit
                 10(61) to Merchants



                                      -2-


Table of Contents

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                           EXHIBIT DESCRIPTION
------                           -------------------

                 National Corporation Annual Report on Form 10-K for the year
                 ended December 31, 1990, both of which are incorporated herein
                 by reference).

10.19            Merchants National Corporation Directors Non-Qualified Stock
                 Option Plan and the First Amendment to Merchants National
                 Corporation Directors Non-qualified Stock Option Plan effective
                 October 16, 1990 (filed respectively as Exhibit 10(44) to
                 Merchants National Corporation Annual Report on Form 10-K for
                 the year ended December 31, 1988, and as Exhibit 10(68) to
                 Merchants National Corporation Annual Report on Form 10-K for
                 the year ended December 31, 1990, both of which are
                 incorporated herein by reference).

10.20            Central Indiana Bancorp Option Plan effective March 15, 1991
                 (filed as Exhibit 10.26 to Registrant's Annual Report on Form
                 10-K for the fiscal year ended December 31, 1994 and
                 incorporated herein by reference).

10.21            Central Indiana Bancorp 1993 Option Plan effective October 12,
                 1993 (filed as Exhibit 10.27 to Registrant's Annual Report on
                 Form 10-K for the fiscal year ended December 31, 1994 and
                 incorporated herein by reference).

10.22            Forms of contracts with David A. Daberko, Vincent A.
                 DiGirolamo, William E. MacDonald III, Jon L. Gorney, Robert G.
                 Siefers, Robert J. Ondercik, Jeffrey D. Kelly, David L.
                 Zoeller, Thomas A. Richlovsky, James P. Gulick, Gary A. Glaser,
                 Herbert R. Martens, Jr., Thomas W. Golonski, Stephen A. Stitle,
                 James R. Bell III, Paul G. Clark, A. Joseph Parker, and
                 Frederick W. Schantz (filed as Exhibit 10.29 to Registrant's
                 Form S-4 Registration Statement No. 333-46571 dated February
                 19, 1998 and incorporated herein by reference).

10.23            Split Dollar Insurance Agreement effective January 1, 1994
                 between National City Corporation and those individuals listed
                 in Exhibit 10.27 and other key employees filed as exhibit 10.28
                 to Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1994 and incorporated herein by reference).

10.24            Restated First of America Bank Corporation 1987 Stock Option
                 Plan (filed as Exhibit 4.4 to Registrant's Post-Effective
                 Amendment No. 2 (on Form S-8) to Form S-4 Registration
                 Statement No. 333-46571), Amended and Restated First of America
                 Bank Corporation Stock Compensation Plan (filed as Exhibit 4.5
                 to Registrant's Post-Effective Amendment No. 2 (on Form S-8) to
                 Form S-4 Registration Statement No. 333-46571) and First of
                 America Bank Corporation Directors Stock Compensation Plan
                 (filed as Exhibit 4.6 to Registrant's Post-Effective Amendment
                 No. 2 (on Form S-8 to Form S-4 Registration Statement No.
                 333-46571) and each herein incorporated by reference.

10.25            Fort Wayne National Corporation 1985 Stock Incentive Plan
                 (filed as Exhibit 4.4 to Registrant's Post-Effective Amendment
                 No. 1 (on Form S-8) to Form S-4 Registration Statement No.
                 333-45609), Fort Wayne National Corporation 1994 Stock
                 Incentive Plan (filed as Exhibit 4.5 to Registrant's
                 Post-Effective Amendment No. 1 (on Form S-8) to Form S-4
                 Registration Statement No. 333-45609) and Fort Wayne National
                 Corporation 1994 Nonemployee Director Stock Incentive Plan
                 (filed as Exhibit 4.6 to Registrant's Post-Effective Amendment
                 No. 1 (on Form S-8 to Form S-4 Registration Statement No.
                 333-45609) and each herein incorporated by reference.

10.26            National City Corporation 1997 Stock Option Plan (filed as
                 Exhibit 4.4 to Registrant's Form S-8 Registration Statement No.
                 333-58923, dated July 10, 1998, and incorporated herein by
                 reference).



                                      -3-


Table of Contents

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                           EXHIBIT DESCRIPTION
------                           -------------------






10.27            National City Corporation 1997 Restricted Stock Plan (filed as
                 Exhibit 4.4 to Registrant's Form S-8 Registration Statement No.
                 333-60411, dated July 31, 1998, and incorporated herein by
                 reference).

10.28            National City Corporation Long-Term Supplemental Incentive
                 Compensation Plan for Executive Officers (filed as Exhibit
                 10.40 to National City Corporation's Annual Report on Form 10-K
                 for the fiscal year ended December 31, 1999 and incorporated
                 herein by reference).

10.29            Integra Financial Corporation Employee Stock Option Plan (filed
                 as Exhibit 4.3 to Registrant's Form S-8 Registration Statement
                 No. 333-01697, dated April 30, 1996 and incorporated herein by
                 reference).

10.30            Integra Financial Corporation Management Incentive Plan (filed
                 as Exhibit 4.4 to Registrant's Form S-8 Registration Statement
                 No. 333-01697, dated April 30, 1996 and incorporated herein by
                 reference).

10.31            Integra Financial Corporation Non-Employee Directors Stock
                 Option Plan (filed as Exhibit 4.5 to Registrant's Form S-8
                 Registration Statement No. 333-01697, dated April 30, 1996 and
                 incorporated herein by reference).

10.32            National City Corporation Amended and Restated Long-Term
                 Incentive Compensation Plan for Senior Officers as Amended and
                 Restated Effective January 1, 2000 (filed as Exhibit A to Proxy
                 Statement Form 14A Registration No. 000-07229 dated March 6,
                 2000 and incorporated herein by reference).

10.33            National City Corporation Management Incentive Plan for Senior
                 Officers effective January 1, 1999 (filed as Exhibit A to Proxy
                 Statement Form 14A Registration No. 33-71403 dated March 5,
                 1999 and incorporated herein by reference).

12.1             Computation of Ratio of Earnings to Fixed Charges (filed as
                 Exhibit 12.1).

27.1             Financial Data Schedule (filed as Exhibit 27.1).





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