NATIONSBANK CORP
8-K, 1997-04-21
NATIONAL COMMERCIAL BANKS
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As filed with the Securities and Exchange Commission on April 21, 1997


                  SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C. 20549




                               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): April 14, 1997



                       NATIONSBANK CORPORATION
   ----------------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)




        North Carolina            1-6523            56-0906609
   ------------------------    -------------   --------------------
   (State of Incorporation)    (Commission     (IRS Employer
                                File Number)    Identification No.)





    NationsBank Corporate Center, Charlotte, North Carolina 28255     
   ----------------------------------------------------------------
   (Address  of Principal Executive Offices)             (Zip Code)




                            (704) 386-5000
   ----------------------------------------------------------------
         (Registrant's Telephone Number, including Area Code)


ITEM 5.  OTHER EVENTS.

      Release  of  First  Quarter Earnings.  On April 14, 1997,  the  Registrant
      -------------------------------------
announced  financial  results for the first quarter of  fiscal  1997,  reporting
earnings of $709 million and earnings per common share of $0.97. A copy  of  the
press  release  announcing the results of the Registrant's fiscal quarter  ended
March 31, 1997 is filed as Exhibit 99.1 to this Current Report on Form 8-K.



ITEM 7. EXHIBITS.

     The following exhibit is filed herewith:


Exhibit No.    Description of Exhibit
- -----------    ----------------------
99.1           Press release dated April 14, 1997 with
               respect to the Registrant's financial results for
               the fiscal quarter ended March 31, 1997.

               



                           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
                                       ------------------------
                                       Marc D. Oken
                                       Chief Accounting Officer




Dated:  April 21, 1997


                         EXHIBIT INDEX



Exhibit No.    Description of Exhibit
- -----------    ----------------------
99.1           Press release dated April 14, 1997 with
               respect to the Registrant's financial results for
               the fiscal quarter ended March 31, 1997.




FOR IMMEDIATE RELEASE                                             EXHIBIT 99.1

NATIONSBANK EARNINGS PER SHARE INCREASED 14%
IN FIRST QUARTER 1997

CHARLOTTE, NC, April 14, 1997 -- NationsBank earnings rose 38 percent to $709
million in the first quarter of 1997, versus $513 million in the year-ago
quarter.  Earnings per common share increased 14 percent to $.97, even after the
issuance of new shares for the acquisition of Boatmen's Bancshares Inc.

"This quarter was marked by continued focus on productivity initiatives and
substantial progress on the integration of the former Boatmen's franchise," said
Hugh L. McColl Jr., chief executive officer.  "Our company is generating
substantial cash flows, which enhance our ability to invest in technology, our
businesses and future opportunities."

First quarter 1997 results include the impact of several acquisitions completed
in 1996 and early 1997, primarily the acquisition of Boatmen's Bancshares Inc.
on Jan. 7, 1997.  Quarterly growth comparisons reflect the impact of
acquisitions in addition to internal growth.

Earnings Highlights (first quarter 1997 compared to first quarter 1996 operating
- -------------------
results)
* Cash basis earnings (net income excluding amortization of intangibles)
  were $1.10 per common share, up 8 percent from $1.02 per share
* Tangible return on average tangible common shareholders' equity increased
  453 basis points to 26.38 percent, from 21.85 percent
* Net interest yield rose 40 basis points to 3.83 percent

Reported Earnings
- -----------------
NationsBank earned $709 million in the first quarter of 1997.  This represented
a 38-percent increase over the $513 million earned in the first quarter 1996.
Earnings per common share for the first quarter 1997 rose 14 percent to $.97,
from $.85 per common share in the year-ago quarter (all per share figures were
adjusted for a two-for-one stock split, which occurred on Feb. 27, 1997).
Return on average common shareholders' equity was 13.96 percent in the first
quarter 1997, down from the year-ago quarter due primarily to the equity issued
in the Boatmen's Bancshares Inc. acquisition.
Excluding a merger-related, after-tax charge of $77 million in the first quarter
of 1996, operating net income and earnings per share for that quarter were $590
million and $.98, respectively.

Cash Basis Earnings
- -------------------
Cash basis earnings exclude the amortization of intangibles, the majority of
which is due to nearly $6.4 billion of intangibles resulting from the purchase
of Boatmen's Bancshares Inc. in the first quarter of 1997.  Cash basis earnings
increased 31 percent to $810 million in the first quarter of 1997, or $1.10 per
common share, from operating results (excluding merger-related charge) of $616
million, or $1.02 per common share, in the first quarter 1996. The tangible
return on average tangible common shareholders' equity rose to 26.38 percent in
the first quarter 1997, from the operating level of 21.85 percent in the year-
ago quarter.  In the year-ago quarter, reported cash basis results (including
merger-related charge) were $539 million, or $.89 per common share, equaling a
19.14 percent tangible return on average tangible common shareholders' equity.

Net Interest Income
- -------------------
In the first quarter of 1997, net interest income increased 25 percent to $1.98
billion.  The growth was achieved through a 19-percent increase in average loans
and leases and a 40-basis point expansion in the net interest yield.  The
continuing improvement in the net interest yield to 3.83 percent from 3.43
percent is the result of initiatives which improved both the yield and the
composition of earning assets.

Noninterest Income
- ------------------
Noninterest income rose 26 percent to $1.11 billion in the first quarter of
1997.
This growth was attributable primarily to higher levels of income from deposit
accounts and asset management and fiduciary service fees.

Efficiency
- ----------
In the first quarter of 1997, the cash basis efficiency ratio (excluding
amortization of intangibles) held steady at 55.3 percent, compared to 55.4
percent in the first quarter 1996.  Including the amortization of intangibles,
the efficiency ratio was 58.6 percent in the first quarter 1997.

Credit Quality
- --------------
Total nonperforming assets were $1.22 billion on March 31, 1997, or .82 percent
of net loans, leases and factored receivables and other real estate owned,
compared to .79 percent of net levels on March 31, 1996.  The allowance for
credit losses totaled $2.79 billion at quarter-end, equaling 265 percent of
nonperforming loans, compared to $2.25 billion, or 268 percent one year earlier.
In the first quarter of 1997, provision for credit losses was $190 million,
covering net charge-offs of $184 million.  Net charge-offs for the quarter
equaled .50 percent of average net loans, leases and factored receivables,
unchanged when compared to the first quarter 1996.

Capital Strength
- ----------------
Total shareholders' equity climbed to $20.7 billion on March 31, 1997.  This
represented 8.65 percent of period-end assets, compared to 6.97 percent at March
31, 1996.  Book value per common share rose to $28.22 at the end of the first
quarter 1997.  In the first quarter of 1997, NationsBank repurchased
approximately 41 million common shares, plus an additional 16 million common
shares related to issuances for associate stock option plans and the conversion
of a series of Boatmen's Bancshares Inc. preferred stock.

NationsBank Corporation, headquartered in Charlotte, N.C., is a bank holding
company that provides financial products and services nationally and
internationally to individuals, businesses, corporations, institutional
investors and government agencies.  NationsBank has primary retail and
commercial banking operations in 16 states and the District of Columbia.  As of
March 31, 1997, NationsBank had total assets of $239 billion.


<TABLE>
NATIONSBANK CORPORATION FINANCIAL HIGHLIGHTS

<CAPTION>
                                                       THREE MONTHS
                                                      ENDED MARCH 31
                                                     1997     1996(1)
    FINANCIAL SUMMARY
    (In millions except per-share data)

    <S>                                               <C>       <C>
    Net income                                        $709      $513
      Earnings per common share                        .97       .85
      Fully diluted earnings per common share          .94       .84
    Cash basis earnings (2)                            810       539
      Cash basis earnings per share                   1.10       .89
      Cash basis fully diluted earnings
        per share                                     1.07       .88
    Average common shares issued                   730.413   600.558
    Average fully diluted common shares issued     752.391   610.945
    Price per share of common stock
      at period end                                $55.500   $40.063
    Common dividends paid                              245       174
    Common dividends paid per share                    .33       .29
    Preferred dividends paid                             4         4

    EARNINGS SUMMARY
    (Taxable-equivalent in millions)

    Net interest income                             $1,978    $1,584
    Provision for credit losses                       (190)     (155)
    Gains on sales of securities                        43        14
    Noninterest income                               1,113       885
    Other real estate owned income                       2         -
    Noninterest expense                             (1,810)   (1,512)

    Income before income taxes                       1,136       816
    Income taxes - including FTE adjustment*           427       303
    Net income                                        $709      $513

    *FTE adjustment                                    $28       $27

    AVERAGE BALANCE SHEET SUMMARY
    (In billions)

    Loans and leases, net                         $146.679  $123.282
    Managed loans and leases, net                  152.256   126.003
    Securities held for investment                   1.920     4.292
    Securities available for sale                   20.740    22.997
    Total securities                                22.660    27.289
    Earning assets                                 208.847   185.566
    Total assets                                   242.206   208.617
    Noninterest-bearing deposits                    30.327    23.209
    Interest-bearing deposits                      104.649    83.697
    Total deposits                                 134.976   106.906
    Shareholders' equity                            20.654    13.144
    Common shareholders' equity                     20.478    13.037


    OTHER FINANCIAL DATA

    Net interest yield                               3.83%     3.43%
    Return on average assets                         1.19       .99
    Return on average tangible assets                1.40      1.05
    Return on average common
      shareholders' equity                          13.96     15.71
    Return on average tangible common
      shareholders' equity                          26.38     19.14
    Total equity to assets ratio (period-end)        8.65      6.97
    Gross charge-offs (in millions)                  $251      $210
    Net charge-offs (in millions)                     184       155
      % of average loans, leases and
        factored accounts receivable, net             .50%      .50%
    Managed credit card net charge-offs as a
      % of average managed credit card receivables   6.09%     3.79%
    Efficiency Ratio                                58.56     56.44
    Cash basis efficiency ratio                     55.29     55.40

    (1) 1996 results included a merger-related charge of $118
        million($77 million, net of tax, or $.13 per common share).
    (2) Cash basis earnings equal net income excluding amortization
        of intangibles.
</TABLE>

<TABLE>
<CAPTION>
                                                        MARCH 31
                                                    1997       1996
    BALANCE SHEET SUMMARY
    (In billions)

    <S>                                          <C>        <C>
    Loans and leases, net                        $147.508   $123.169
    Securities held for investment                  1.836      4.104
    Securities available for sale                  20.010     17.771
    Total securities                               21.846     21.875
    Earning assets                                207.125    174.053
    Factored accounts receivable                    1.208      1.175
    Mortgage servicing rights                       1.194       .782
    Goodwill, core deposit
      and other intangibles                         8.566      1.814
    Total assets                                  238.958    194.375
    Noninterest-bearing deposits                   33.106     24.101
    Interest-bearing deposits                     103.701     85.521
    Total deposits                                136.807    109.622
    Shareholders' equity                           20.659     13.557
    Common shareholders' equity                    20.534     13.444
      Per common share (not in billions)            28.22      22.46

    Risk-based capital
      Tier 1 capital                              $13.523    $11.479
      Tier 1 capital ratio                          7.06%      7.35%
      Total capital                               $22.166    $18.280
      Total capital ratio                          11.58%     11.71%

    Leverage ratio                                  6.20%      6.19%

    Common shares issued (in millions)            727.575     598.636


    Allowance for credit losses                    $2.785      $2.253
    Allowance for credit losses
      as a % of net loans, leases
      and factored accounts receivable              1.87%       1.81%
    Allowance for credit losses
      as a % of nonperforming loans                264.82      267.71
    Nonperforming loans                            $1.051       $.841
    Nonperforming assets                            1.219        .985
    Nonperforming assets as a % of:
      Total assets                                   .51%        .51%
      Net loans, leases, factored accounts
        receivable and other real estate owned       .82         .79

    OTHER DATA

    Full-time equivalent headcount                 81,000     61,070
    Banking centers                                 2,634      2,005
    ATMs                                            5,739      2,946
</TABLE>

<TABLE>

    BUSINESS UNIT RESULTS - Three months ended March 31, 1997
    (in millions)

<CAPTION>
                         General Bank   Global Finance   Financial Services
                         ------------   --------------   ------------------
    <S>                   <C>     <C>      <C>   <C>          <C>    <C>
    Total revenue         $2,245  74%      $603  20%          $198   6%
    Net income               440  62%       162  23%            51   7%
    Return on average
     tangible equity         26%            17%                22%
    Average loans and
     leases, net         $96,855  66%   $41,706  28%        $8,303   6%
</TABLE>



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