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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report (Date of Earliest Event Reported): July 15, 1996
NATIONSBANK CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 1-6523 56-0906609
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
NationsBank Corporate Center, Charlotte, North Carolina 28255
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(Address of Principal Executive Offices) (Zip Code)
(704) 386-5000
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(Registrant's Telephone Number, including Area Code)
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ITEM 5. OTHER EVENTS.
Release of Second Quarter Earnings. On July 15, 1996, the Registrant
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announced financial results for the second quarter of fiscal 1996, reporting
earnings of $605 million and earnings per common share of $2.00. A copy of the
press release announcing the results of the Registrant's fiscal quarter ended
June 30, 1996 is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Associates Stock Option Award Plan. On July 15, 1996, the Registrant
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announced that its Board of Directors approved a new stock option award plan for
associates. On July 1, 1996, approximately 16 million options were granted to
more than 60,000 employees, from part-time associates through the level of vice
president. A copy of the press release announcing this plan is filed as Exhibit
99.2 to this Current Report on Form 8-K.
Stock Purchase Authorizations. On July 16, 1996, the Registrant's Board of
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Directors authorized the Registrant to purchase up to 20 million shares of its
common stock, from time to time during the next 36 months, in open market or
private transactions. Acting under such authority, on July 18, 1996, the
Registrant purchased 10 million shares of its common stock pursuant to a
purchase agreement with an agent of the Registrant.
On July 16, 1996, the Registrant's Board of Directors also authorized the
Registrant to purchase in the open market, from time to time during the next 13
months, the number of shares expected to be issued for various stock option and
employee benefit plans. A copy of the press release announcing the stock
purchase authorizations is filed as Exhibit 99.3 to this Current Report on Form
8-K.
ITEM 7. EXHIBITS.
The following exhibits are filed herewith:
Exhibit No. Description of Exhibit
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99.1 Press release dated July 15, 1996 with
respect to the Registrant's financial results for
the fiscal quarter ended June 30, 1996.
99.2 Press release dated July 15, 1996 with
respect to the Registrant's newly-adopted stock
option award plan for associates.
99.3 Press release dated July 16, 1996 with
respect to the Registrant's authorizations for
purchases of shares of its stock.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: /s/Marc D. Oken
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Marc D. Oken
Chief Accounting Officer
Dated: July 31, 1996
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press release dated July 15, 1996 with
respect to the Registrant's financial results for
the fiscal quarter ended June 30, 1996.
99.2 Press release dated July 15, 1996 with
respect to the Registrant's newly-adopted stock
option award plan for associates.
99.3 Press release dated July 16, 1996 with
respect to the Registrant's authorizations for
purchases of shares of its stock.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
NATIONSBANK EARNINGS INCREASED 30%
IN SECOND QUARTER 1996
CHARLOTTE, NC, July 15, 1996 -- NationsBank second-quarter earnings of $605
million, or $2.00 per common share, demonstrated the company's momentum in
producing consistent, outstanding financial performance.
"Our associates continue to be successful in harnessing the power of the
NationsBank franchise," said Hugh L. McColl Jr., chairman and chief executive
officer. "The focus on serving customers and reaching higher performance goals
is paying off with excellent revenue growth. At the same time, the company
continues to employ discipline in balance sheet management and in building
capital levels to strengthen the foundation for future earnings growth."
Earnings Highlights (second quarter 1996 compared to second quarter 1995)
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* Revenues (net interest income plus noninterest income) grew 21 percent to
$2.5 billion
* Efficiency ratio improved nearly 600 basis points to 55.6 percent
* Net interest yield rose 43 basis points to 3.62 percent
* Return on average common shareholders' equity increased 131 basis points to
18.0 percent
* Capital ratios improved, with the equity to assets ratio rising to 7.29
percent from 6.25 percent
* Credit reserve levels remained strong as the allowance for credit losses
equaled 1.85 percent of net loans, leases and factored accounts receivable
The second quarter's earnings of $605 million represented a 30-percent increase
from the $467 million earned in the second quarter of 1995. Earnings per common
share for the second quarter of 1996 rose 17 percent to $2.00, from $1.71 per
common share in the second quarter of 1995. The return on common shareholders'
equity rose to 18.0 percent in the second quarter of 1996, compared to 16.7
percent in the year-ago quarter.
Operating net income for the first six months of 1996 rose 31 percent to $1.20
billion, or $3.95 per common share. This compared to net income of $910
million, or $3.31 per common share, in the first six months of 1995.
Second quarter 1996 results include the impact of several acquisitions and loan
securitizations completed primarily in 1996.
Net Interest Income
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In the second quarter of 1996, average loans and leases grew 15 percent over
year-earlier levels to $124 billion. This increase was driven by a 25-percent
increase in average consumer loans and a 7-percent increase in non-real estate
commercial loans. This loan growth, combined with the impact of balance sheet
management initiatives, led to an 18-percent increase in net interest income on
a taxable-equivalent basis to $1.6 billion in the second quarter 1996. The net
interest yield improved 43 basis points to 3.62 percent from 3.19 percent in the
second quarter 1995.
Noninterest Income
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Noninterest income rose 26 percent to $917 million in the second quarter of
1996, reflecting the diverse fee-generating activities of the company. Higher
levels of service fees, including mortgage servicing and investment banking,
drove the year-over-year increase.
Efficiency
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Revenue growth sharply outpaced expense growth over the past year, improving the
efficiency ratio to a record low of 55.6 percent, a 590-basis-point movement
from 61.5 percent in the year-ago quarter.
Credit Quality
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Total nonperforming assets were $992 million on June 30, 1996, or .80 percent of
net loans, leases and factored receivables and other real estate owned. This
compared to .99 percent of net levels on June 30, 1995. The allowance for
credit losses totaled $2.29 billion at June 30, 1996, equaling 268 percent of
nonperforming loans, up from 239 percent at June 30, 1995. In the second
quarter of 1996, net charge-offs were $157 million, including an $18-million
charge for the bulk sale of $110 million of loans, primarily commercial real
estate. Net charge-offs in the second quarter of 1996 equaled .50 percent of
average net loans, leases and factored receivables, compared to .31 percent of
average levels in the second quarter of 1995.
Capital Strength
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Total shareholders' equity climbed to $14.0 billion on June 30, 1996, up 22
percent from levels one year ago. This represented 7.29 percent of period-end
assets, compared to 6.25 percent at June 30, 1995. Book value per common share
rose nine percent to $46.18 at the end of the second quarter 1996.
NationsBank Corporation is a bank holding company that provides financial
products and services nationally and internationally to individuals, businesses,
corporations, institutional investors and government agencies. Headquartered in
Charlotte, N.C., NationsBank has a retail banking franchise in nine states and
the District of Columbia. As of June 30, 1996, NationsBank had total assets of
$192 billion.
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NATIONSBANK CORPORATION FINANCIAL HIGHLIGHTS
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
FINANCIAL OPERATING SUMMARY
(In millions except per-share data)
<S> <C> <C> <C> <C>
Net income $605 $467 $1,195 $910
Earnings per common share 2.00 1.71 3.95 3.31
Fully diluted earnings
per common share 1.98 1.70 3.90 3.28
Average common shares issued 300.462 271.717 300.370 274.053
Average fully diluted common
shares issued 305.371 275.431 305.401 277.788
Price per share of common
stock at period end $82.625 $53.625 $82.625 $53.625
Common dividends paid 175 136 349 274
Common dividends paid per share .58 .50 1.16 1.00
Preferred dividends paid 4 2 8 4
OPERATING EARNINGS SUMMARY (Taxable-equivalent in millions)
Net interest income $1,611 $1,367 $3,195 $2,702
Provision for credit losses (155) (70) (310) (140)
Gains/(losses)on sales
of securities (6) 4 8 5
Noninterest income 917 730 1,802 1,456
Other real estate owned expense (7) (1) (7) (3)
Other noninterest expense (1,405) (1,288) (2,799) (2,576)
Income before income taxes 955 742 1,889 1,444
Income taxes - including
FTE adjustment* 350 275 694 534
Net income $605 $467 $1,195 $910
*FTE adjustment $24 $31 $51 $59
AVERAGE BALANCE SHEET SUMMARY (In billions)
Loans and leases, net $123.726 $107.924 $123.504 $105.886
Securities held for investment 3.731 17.457 4.012 17.552
Securities available for sale 18.328 10.730 20.662 9.238
Total securities 22.059 28.187 24.674 26.790
Earning assets 178.588 171.942 182.077 165.083
Total assets 202.796 194.302 205.707 185.955
Noninterest-bearing deposits 24.601 21.077 23.905 20.533
Interest-bearing deposits 85.387 79.492 84.542 79.397
Total deposits 109.988 100.569 108.447 99.930
Shareholders' equity 13.552 11.213 13.348 11.202
Common shareholders' equity 13.438 11.180 13.238 11.169
OTHER OPERATING FINANCIAL DATA
Net interest yield 3.62% 3.19% 3.52% 3.30%
Return on average assets 1.20 .96 1.17 .99
Return on average common
shareholders' equity 18.00 16.69 18.04 16.36
Gross charge-offs (in millions) $224 $140 $434 $274
Net charge-offs (in millions) 157 83 312 166
% of average loans, leases and
factored accounts receivable, net .50% .31% .50% .31%
Efficiency ratio 55.57 61.47 56.00 61.97
REPORTED RESULTS(Operating results including merger-related charge)
Net income $605 $467 $1,118 $910
Earning per common share 2.00 1.71 3.70 3.31
Fully diluted earnings per
common share 1.98 1.70 3.65 3.28
Return on average common
shareholders' equity 18.00 16.69 16.87 16.36
</TABLE>
<TABLE>
<CAPTION>
JUNE 30
1996 1995
BALANCE SHEET SUMMARY (In billions)
<S> <C> <C>
Loans and leases, net $122.643 $109.802
Securities held for investment 3.304 14.452
Securities available for sale 15.806 12.563
Total securities 19.110 27.015
Earning assets 173.654 166.379
Factored accounts receivable 1.062 1.121
Mortgage servicing rights .862 .667
Goodwill, core deposit and
other intangibles 1.891 1.483
Total assets 192.308 184.188
Noninterest-bearing deposits 24.242 22.098
Interest-bearing deposits 83.882 78.508
Total deposits 108.124 100.606
Shareholders' equity 14.025 11.504
Common shareholders' equity 13.905 11.465
Per common share (not in billions) 46.18 42.49
RISK-BASED CAPITAL
Tier 1 capital $11.971 $9.804
Tier 1 capital ratio 7.58% 7.03%
Total capital $18.847 $15.205
Total capital ratio 11.93% 10.90%
Leverage ratio 6.64% 5.65%
Common shares issued (in millions) 301.083 269.812
Allowance for credit losses $2.292 $2.164
Allowance as % of net loans, leases
and factored accounts receivable 1.85% 1.95%
Allowance for credit losses
as % of nonperforming loans 268.34 239.09
Nonperforming loans $.854 $.905
Nonperforming assets .992 1.099
Nonperforming assets as % of:
Total assets .52% .60%
Net loans, leases, factored accounts
receivable and other real estate owned .80% .99%
OTHER DATA
Full-time equivalent headcount 62,137 59,633
Banking centers 1,948 1,855
ATMs 3,333 2,200
</TABLE>
<TABLE>
BUSINESS UNIT RESULTS - Three months ended June 30, 1996
(in millions)
<CAPTION>
Return on Average Loans
Total Revenue Net Income Equity and Leases,net
<S> <C> <C> <C> <C> <C> <C> <C>
General Bank $1,795 71% $412 68% 23% $79,698 64%
Global Finance 537 21 144 24 15 36,513 29
Financial Services 187 7 41 7 14 8,001 6
</TABLE>
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Exhibit 99.2
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FOR IMMEDIATE RELEASE
JULY 15, 1996 -- NationsBank Corporation has announced a new stock option award
plan for associates. On July 1, 1996, approximately 16 million options were
granted to more than 60,000 employees, from part-time associates through the
level of vice president.
"The stock option plan gives associates an opportunity to participate in the
success of the company," said NationsBank Chairman Hugh L. McColl Jr. "This
option award recognizes the importance of our people and their individual effort
in a tangible and meaningful way."
The exercise price for the options is $84.25, equal to the closing price of
NationsBank common stock on July 1, 1996. Fifty percent of each associate's
option can be exercised as early as Jan. 1, 1997, after NationsBank common stock
closes at or above $100 a share for 10 consecutive trading days. The remaining
50 percent can be executed after NationsBank stock closes at or above $120 per
share for 10 consecutive trading days.
Regardless of price, the options fully vest on July 1, 2000, and they expire on
June 29, 2001.
This is the second NationsBank associate stock option plan in four years. In
1992, options on 7 million shares were awarded.
NationsBank is the fifth-largest U.S. banking company, with $192 billion in
total assets at June 30, 1996, and full-service banking centers in nine states
and the District of Columbia.
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Media contact: Martha Larsh (704) 388-4379
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Exhibit 99.3
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FOR IMMEDIATE RELEASE
JULY 16, 1996 -- The NationsBank Corporation board of directors today authorized
the company to purchase up to 20 million shares of its common stock during the
next 36 months. The purchases will occur from time to time in open market or
private transactions.
The board also authorized the company to purchase, during the next
13 months, the number of shares the corporation expects to issue for its various
stock option and employee benefit plans. The transactions will occur from time
to time in the open market.
NationsBank is the fifth-largest U.S. banking company, with $192 billion in
total assets at June 30, 1996, and 301 million shares outstanding.
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Media contact: Martha Larsh (704) 388-4379
