SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 19931995 -- Commission File Number 1-6523
NATIONSBANK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
North Carolina 56-0906609
(STATE OF INCORPORATION) (IRS EMPLOYER 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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock New York Stock Exchange
Pacific Stock Exchange
Tokyo Stock Exchange
8 3/8% Sinking Fund Debentures, due 1999 New York Stock Exchange
7 3/4% Debentures, due 2002 American Stock Exchange
8 1/2% Notes, due 1996 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or in any amendment to
this Form 10-K. ( )
Aggregate market value of shares of voting stock held by all persons, other than
shares beneficially owned by persons who may be deemed to be affiliates (as
defined byin SEC Rule 405), is approximately $12,054,640,002$21,637,312,000 computed by reference
to the closing price of Common Stock of $47.00$74.00 per share on March 15, 1994,1996, on
the New York Stock Exchange Composite Tape,Transactions List, as reported in
published financial sources, and a stated price of $42.50 for the ESOP
Convertible Preferred Stock, Series C.
Of the registrant's only class of Common Stock, there were 270,904,656300,462,332 shares
outstanding as of December 31, 1993.March 1, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT OF THE REGISTRANT FORM 10-K REFERENCE LOCATIONS
19931995 Annual Report to Shareholders PARTS I, II and IV
19941996 Proxy Statement PART III
PART I
ITEM 1. BUSINESS
GENERAL
The registrant is a North Carolina corporation and a bank holding company
registered under the Bank Holding Company Act of 1956, as amended (the "Act"),
with its principal assets being the stock of its subsidiaries. Through its
banking subsidiaries (the "Banks") and its various non-banking subsidiaries, the
registrant provides banking and banking-related services, primarily throughout
the Southeast and Mid-Atlantic states and Texas. The principal executive offices
of the registrant are located at NationsBank Corporate Center in Charlotte,
North Carolina 28255.
ACQUISITIONS AND DISPOSITIONS
On February 18, 1994,March 31, 1995, the registrant, through NationsBank of Florida, N.A.
and NationsBank of Georgia, N.A., entered into an agreement with California
Savings Bank,registrant's mortgage banking subsidiary acquired a
Federal Savings Bank, to acquire for cash forty-three branches,
including deposits, in Florida and one branch, including deposits, in Georgia$10 billion residential mortgage servicing portfolio from Source One Mortgage
Services Corporation at a purchase price of approximately $160$190 million.
On March 31, 1995, the registrant's mortgage banking subsidiary acquired
the residential mortgage servicing business of KeyCorp Mortgage Inc. from
KeyCorp and Key Bank of New York. The acquired assets included primarily a $25
billion residential mortgage servicing portfolio, for which the registrant's
subsidiary paid approximately $339 million, and a mortgage servicing operation
employing about 430 people and other servicing-related assets, for which this
subsidiary paid approximately $150 million.
The registrant expectsand BankAmerica Corporation formed MECA Software LLC
("MECA"), and, on June 30, 1995, MECA purchased MECA Software, Inc. and its
"Managing Your Money" software for an aggregate purchase price of approximately
$35 million. First Bank System, Fleet Financial Group and Royal Bank of Canada
subsequently joined MECA.
On December 4, 1995, the registrant completed the sale of the portion of
its corporate trust business that deals with bond servicing and administration
to completeThe Bank of New York.
On December 13, 1995, the registrant completed the acquisition duringof
Intercontinental Bank ("ICBK"). As of the third quarter of 1994.
On February 28, 1994, the registrant acquired by merger Corpus Christi
National Bank ("CCNB") of Corpus Christi, Texas, whichacquisition date, ICBK had assets at the closing
date of
$687approximately $1.1 billion and deposits of approximately $910 million. The
registrant acquired all the outstanding capital stock
of CCNB by exchanging 2.5 shares of its Common Stock for each share of CCNB
common stock outstanding, resulting in a total consideration of approximately
$62 million. As a result, the registrant issued 2.6 million shares of Common
Stock.
Effective October 1, 1993, MNC Financial Inc. ("MNC"), a bank holding
company headquartered in Baltimore, Maryland, with total assets of $16.5
billion, was merged into the registrant pursuant to an Agreement and Plan of
Consolidation, dated July 16, 1992, as amended, between the registrant and MNC.
Based on 90.8 million shares of MNC common stock outstanding on the closing
date, the purchase price for the common stock was approximately $1.39 billion.
The registrant paid 50.1% of the purchase price with0.4153 shares of its common stock (approximately 13.6in exchange for each
outstanding share of ICBK common stock, for an aggregate purchase price of
approximately 3 million shares), with cashshares of the registrant's common stock.
On December 21, 1995, the registrant completed the acquisition of North
Florida Bank Corporation ("NFBC"). As of the acquisition date, NFBC had assets
of approximately $50 million and deposits of approximately $44 million. The
registrant issued 0.7797 shares of its common stock for each outstanding share
of NFBC common stock, for an aggregate purchase price of approximately 103,000
shares of the registrant's common stock.
On January 9, 1996, the registrant completed the acquisition of Bank South
Corporation ("BKSO"). As of the acquisition date, BKSO had assets of
approximately $7.4 billion and deposits of approximately $5.1 billion. The
registrant issued 0.44 shares of its common stock for each outstanding share of
BKSO common stock, for an aggregate purchase price of approximately 26 million
shares of the registrant's common stock.
On January 10, 1996, the registrant completed the acquisition of CSF
Holdings, Inc. ("CSF"). As of the acquisition date, CSF had assets of
approximately $4.8 billion and deposits of approximately $3.8 billion. The
purchase price was approximately $516 million and was paid in lieu of fractional
shares, and 49.9% in cash (approximately $687 million).cash.
On July 28, 1993,January 25, 1996, the registrant entered into an agreement with US WEST,
Inc. and US WEST Financial Services, Inc., a corporate finance subsidiary of US
WEST, Inc. ("USWFS"), to acquire
from USWFSCharter Bancshares, Inc. ("CBI") by exchanging each outstanding share of CBI
capital stock for cash,0.385 shares of the registrant's common stock, for an
aggregate purchase price of approximately $2.0 billion1.4 million shares of the registrant's
common stock. As of December 31, 1995, CBI had assets of approximately $915
million and deposits of approximately $734 million. Subject to certain
regulatory approvals, the approval of CBI's shareholders and other closing
conditions, this transaction is expected to be completed in net receivables as well as its ongoing business. Effective Decemberthe second quarter
of 1996.
1
1993,
On January 31, 1996, the registrant completed the asset acquisition of Sun World,
N.A. ("Sun World"). As of the acquisition date, Sun World had assets of
approximately $136 million and established Nations Financial
Capital Corporation.deposits of approximately $123 million. The
purchase price was approximately $16 million and was paid in cash.
On July 2, 1993,February 15, 1996, the registrant, through NationsBank of North Carolina,
N.A. completedNationsCredit Commercial
Corporation, its acquisition of substantiallywholly owned, indirect subsidiary engaged primarily in the
commercial financial services business, entered into an agreement to acquire LDI
Corporation ("LDI") by purchasing all the outstanding shares of capital stock of
LDI at an aggregate purchase price of approximately $28 million, payable in
cash. As of October 31, 1995, LDI had assets of approximately $335 million.
Subject to certain regulatory approvals, the approval of LDI's shareholders and
certainother closing conditions, this transaction is expected to be completed in the
second quarter of the liabilities of Chicago Research & Trading Group Ltd. ("CRT") and certain of
its subsidiaries. Total assets at the date of purchase were approximately $12
billion and consisted primarily of trading account assets and securities
purchased under agreements to resell. The options market-making and trading
portion of CRT became known as NationsBanc-CRT, and the primary government
securities dealer portion became a part of NationsBanc Capital Markets, Inc.
On June 7, 1993, the registrant's joint venture with Dean Witter, Discover
& Co. to market and sell various investment products and services in selected
banking centers commenced operations as NationsSecurities, a Dean
Witter/NationsBank Company.
In the past, the registrant has successfully completed numerous bank and
bank holding company acquisitions.1996.
As part of its operations, the registrant regularly evaluates the potential
acquisition of, and holds discussions with, various financial institutions and
other businesses of a type eligible for bank holding company investment. In
addition, the registrant regularly analyzes the values of, and submits bids for,
the acquisition of customer-based funds and other liabilities and assets of failedsuch
financial institutions.institutions and other businesses. As a general rule, the registrant
publicly announces such material acquisitions when a definitive agreement has
been reached.
BANKING OPERATIONS
The registrant through its various subsidiaries, provides a diversified range of banking and certain
nonbanking financial services toand products through its customers. These services includevarious subsidiaries. The
registrant manages its business activities related tothrough three major business units:
the banking business as provided through the following
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customer groups.General Bank, Global Finance and Financial Services.
The General Bank Group'sprovides comprehensive services include comprehensive service in the commercial and
retail banking fields;fields, including trust and private banking operations, the
origination and servicing of home mortgage loans;loans, the issuance and servicing of
credit cards;cards (through a Delaware subsidiary), indirect lending, dealer finance
and certain insurance services. The General Bank also offers full service
brokerage services and private banking services. The Trust Group's
services include trust and investment managementdiscount brokerage services and provides investment
advisory services to a proprietary mutual fund,
products. The Institutional Bank Group's services include comprehensive service
in the corporate and investment banking fields; trading in financial futures
through contractual arrangements with members of the various commodities
exchanges, options market making and trading; and arranging and structuring
mergers, acquisitions, leveraged buyouts, private debt placements, international
financings and venture capital. The Institutional Bank Group also provides
international operations through branches, merchant banks or representative
offices located in London, Frankfurt, Singapore, Mexico City, Grand Cayman and
Nassau, including the traditional services of paying and receiving,
international collections, bankers' acceptances, letters of credit and foreign
exchange services, as well as specialized internationalinvestment
management, banking and fiduciary services such as
tax-based leasing, export financingthrough subsidiaries of certain capital goods and raw materials
and capital market services, to its corporate customers. The Secured Lending
Group's services include real estate lending; commercial finance and factoring;
and leasing and financing a wide variety of commercial equipment. The registrant
routinely analyzes its lines of business and from time to time may increase,
decrease or terminate one or more of its activities as a result of such
evaluation.
The following table indicates for each jurisdiction in which the
registrant
has banking operations its total banking assets, deposits and shareholder's
equity and approximate number of banking offices, all asregistrant. As of December 31, 1993:
TOTAL NUMBER OF
TOTAL TOTAL SHAREHOLDER'S BANKING
JURISDICTION ASSETS DEPOSITS EQUITY OFFICES
(DOLLARS IN MILLIONS)
Texas.......................................................... $36,896 $24,639 $ 2,313 273
North Carolina................................................. 24,403 10,895 1,504 231
Florida........................................................ 21,510 15,189 1,283 359
Maryland....................................................... 15,605 10,720 1,416 281
Georgia........................................................ 15,271 8,833 1,029 201
Virginia....................................................... 11,665 9,378 898 256
South Carolina................................................. 8,509 4,861 847 180
Tennessee...................................................... 5,010 4,258 403 104
District of Columbia........................................... 4,111 2,487 586 40
Delaware (1)................................................... 3,929 -- 304 1
Kentucky....................................................... 208 163 27 4
(1) This subsidiary is engaged primarily in1995, the business of issuing and
servicing credit cards.
In addition to theGeneral Bank operated approximately
1,833 banking offices located inthrough the above states,following Banks: NationsBank, N.A. (serving
the various
Banks have loan production offices located in New York City, Chicago, Los
Angeles, DenverStates of North Carolina, South Carolina, Maryland and Birmingham.Virginia and the
District of Columbia); NationsBank, N.A. (South) (serving the States of Florida
and Georgia); NationsBank of Kentucky, N.A.; NationsBank of Tennessee, N.A; and
NationsBank of Texas, N.A. The BanksGeneral Bank also provideprovides fully automated,
24-hour cash dispensing and depositing services throughout the states in which
they are
located. The Banks haveit is located, through approximately 2,292 automated teller machines (ATMs) which are linkedmachines.
Global Finance provides comprehensive corporate banking and investment
banking services to the
PLUS, CIRRUS, VISA, MASTERCARD,domestic and Armed Forces Financial Network (AFFN) ATM
networks. ATMs in the Southeasterninternational customers, including treasury
management, loan syndication, asset-backed lending, leasing, factoring and
Mid-Atlantic states are linked to HONOR
(a regional network). ATMs in Texas are linked to the PULSE network (a regional
network throughout the Southwest). ATMs in the Mid-Atlantic states also are
linked to MOST (a regional network operating only in the Mid-Atlantic states).
NON-BANKING OPERATIONS
The registrant conducts its non-banking operations through several
subsidiaries. NationsCredit Corporationarrangement of asset-backed and several other subsidiaries engage in
consumer credit activities. Nations Financial Capital Corporation engages in
corporate finance activities. NationsBanc Mortgage Corporation originates and
services loans for the Banksproject financing, as well as for other investors. NationsBanc
Commercial Corporation and an additional subsidiary provide services related to
the factoringunderwriting,
trading or distributing a wide range of accounts receivable. NationsBanc Leasing Corporation and
several additional subsidiaries engage in equipment and leveraged leasing
activities. NationsSecurities, a Dean Witter/NationsBank Company, provides full
service retail brokerage services. NationsBanc Discount Brokerage, Inc. conducts
discount brokerage activities.
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In addition, NationsBanc Capital Markets, Inc. ("NCMI"), NationsBank's
institutional securities subsidiary, underwrites and deals in(including bank-eligible
securities (generally U.S. government and government agency securities, certain
municipal securities, primarily municipal general obligation securities, and
certain certificates of deposit, bankers acceptances and money market
instruments) and, to a limited extent, certain bank-ineligible securities
including corporate debt, as authorized by
the Board of Governors of the Federal Reserve BoardSystem (the "Federal Reserve
Board") under Section 20 of the Glass-Steagall Act. Through NCMI's securities underwriting
authority, NationsBank provides corporateAct), and institutional customerstrading and
distributing a broadwide range of debt-related financial services.derivative products in certain interest rate,
foreign exhange, commodity and equity markets. Global Finance provides its
services through various offices located in major United States cities as well
as in London, Frankfurt, Singapore, Bogota, Mexico City, Grand Cayman, Nassau,
Seoul, Tokyo, Osaka, Taipei and Hong Kong.
Financial Services consists of NationsCredit Consumer Corporation (formerly
NationsCredit Corporation), primarily a consumer finance subsidiary, and
NationsCredit Commercial Corporation (formerly Greyrock Capital Group Inc.),
primarily a commercial finance subsidiary. NationsCredit Consumer Corporation,
which has approximately 371 offices located in 34 states, provides personal,
mortgage and automobile loans to consumers and retail finance programs to
dealers. NationsCredit Commercial Corporation consists of six divisions that
specialize in one or more of the following areas: equipment loans and leasing;
loans for debt restructuring, mergers and acquisitions and working capital; real
estate, golf/recreational and health care financing; and inventory financing to
manufacturers, distributors and dealers.
2
Additional information about the registrant and its operations is
incorporated by reference from Table Two (page 16) and the narrative comments
under the caption "Management's Discussion and Analysis -- Business Unit
Operations" (pages 14 through 19) in the registrant's 1995 Annual Report to
Shareholders.
GOVERNMENT SUPERVISION AND REGULATION
GENERAL
As a registered bank holding company, the registrant is subject to the
supervision of, and to regular inspection by, the Federal Reserve Board. The
registrant's banking subsidiariesBanks are organized as national banking associations, which are subject to
regulation, supervision and examination by the Office of the Comptroller of the
Currency (the "Comptroller"). The various
banking subsidiariesBanks are also are subject to regulation by the
FDICFederal Deposit Insurance Corporation (the "FDIC") and other federal bank regulatory
bodies.agencies. In addition to banking laws, regulations and regulatory agencies, the
registrant and its subsidiaries and affiliates are subject to various other laws
and regulations and supervisonsupervision and examination by other regulatory agencies,
all of which directly or indirectly affect the registrant's operations manangement and management of the
registrant and its ability to make distributions. The following discussion
summarizes certain aspects of those laws and regulations that affect the
registrant.
Proposals to change the laws and
regulations governing the banking industry are frequently introduced in
Congress, in the state legislatures and before the various bank regulatory
agencies. For example, Federal interstate bank acquisitions and branching
legislation currently is being considered by Congress which, if enacted, would
permit nationwide interstate branching by the registrant. In addition, other
states including Georgia, North Carolina and Virginia recently revised their
banking statutes to facilitate interstate banking in other states that have
similar statutes regarding interstate banking. Other states in which the
registrant has banking operations are considering similar legislation. However,
the likelihood and timing of any changes and the impact such changes might have
on the registrant and its subsidiaries are difficult to determine.
Under the Act, the registrant's activities of the registrant, and those of companies
which it controls or in which it holds more than 5% of the voting stock, are
limited to banking or managing or controlling banks or furnishing services to or
performing services for its subsidiaries, or any other activity which the
Federal Reserve Board determines to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto. In making such
determinations, the Federal Reserve Board is required to consider whether the
performance of such activities by a bank holding company or its subsidiaries can
reasonably be expected to produce benefits to the public such as greater
convenience, increased competition or gains in efficiency that outweigh possible
adverse effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. BankGenerally, bank
holding companies, such as the registrant, are required to obtain prior approval
of the Federal Reserve Board to engage in any new activity or to acquire more
than 5% of any class of voting stock of any company.
The Act also requires bank holding companies to obtain the prior approval
of the Federal Reserve Board before acquiring more than 5% of any class of
voting sharesstock of any bank which is not already majority-owned. No applicationmajority-owned by the bank holding
company. Pursuant to acquire sharesthe Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Interstate Banking and Branching Act"), which became effective
September 29, 1995, a bank located outsideholding company may acquire banks in states other
than its home state subject to any state requirement that the bank has been
organized and operating for a minimum period of North Carolina,time, not to exceed five years,
and the requirement that the bank holding company, prior to or following the
proposed acquisition, controls no more than 10% of the total amount of deposits
of insured depository institutions in the United States and no more than 30% of
such deposits in that state (or such lesser or greater amount set by state law).
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, thereby creating interstate branches, beginning June 1,
1997. Under such legislation, each state has the opportunity either to "opt out"
of this provision, thereby prohibiting interstate branching in such states, or
to "opt in" at an earlier time, thereby allowing interstate branching within
that state prior to June 1, 1997. Furthermore, pursuant to the Interstate
Banking and Branching Act, a bank is now able to open new branches in a state in
which it does not already have banking operations if such state enacts a law
permitting such DE NOVO branching.
As previously described, the operationsregistrant regularly evaluates merger and
acquisition opportunities, and it anticipates that it will continue to evaluate
such opportunities in light of the applicant'snew legislation.
Proposals to change the laws and regulations governing the banking subsidiariesindustry
are frequently introduced in Congress, in the state legislatures and before the
various bank regulatory agencies. In 1995, several bills were principally
conductedintroduced in
Congress that would have the effect of broadening the securities underwriting
powers of bank holding companies and, possibly, permitting bank holding
companies to engage in nonfinancial activities. The likelihood and timing of any
such proposals or bills and the impact they might have on the date it became subject to the Act, mayregistrant and its
subsidiaries cannot be approved by thedetermined at this time.
3
CAPITAL AND OPERATIONAL REQUIREMENTS
The Federal Reserve Board, unless such acquisition is specifically authorized by the
laws of the state in which the bank whose shares are to be acquired is located.
DISTRIBUTIONS
The registrant's funds for cash distributions to its shareholders are
derived from a variety of sources, including cash and temporary investments. The
primary source of such funds, however, is dividends received from its banking
subsidiaries. Without prior regulatory approval the Banks can initiate dividend
payments in 1993 of up to $1.4 billion plus an additional amount equal to their
net profits for 1994, as defined by statute, up to the date of any such dividend
declaration. The amount of dividends that each subsidiary national bank
3
may declare in a calendar year without approval of the Comptroller isand the bank's
net profits for that year combined with its net retained profits, as defined,
for the preceding two years.FDIC have issued
substantially similar risk-based and leverage capital guidelines applicable to
United States banking organizations. In addition, those regulatory agencies may
from time to time require that a banking organization maintain capital above the
foregoing,minimum levels, whether because of its financial condition or actual or
anticipated growth. The guidelines are summarized in the abilitynarrative comments
under the caption "Capital Resources and Capital Management" (page 40) set forth
in the 1995 Annual Report to Shareholders of the registrant and the Banks
to pay dividends may be affectedwhich are hereby
incorporated by the various minimum capital requirements and
the capital and non-capital standards to be established under thereference.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") as described
below. Furthermore, the Comptroller may prohibit the payment of a dividend by a
national bank if it determines that such payment would constitute an unsafe or
unsound practice. The right of the registrant, its shareholders and its
creditors to participate in any distribution of the assets or earnings of its
subsidiaries is further subject to the prior claims of creditors of the
respective subsidiaries.
DEPOSIT INSURANCE
The deposits of each of the Banks are insured up to applicable limits by
the FDIC. Accordingly, the Banks are subject to deposit insurance assessments to
maintain the Bank Insurance Fund (the "BIF") of the FDIC. As mandated by FDICIA,
the FDIC has adopted regulations effective January 1, 1993, for the transition
from a flat-rate insurance assessment system to a risk-based system by January
1, 1994. Pursuant to these regulations, a financial institution's deposit
insurance assessment will be within a range of 0.23 percent to 0.31 percent of
its qualifying deposits, depending on the institution's risk classification. The
assessment for the registrant's banks is estimated to average 25.2 cents per
$100 of eligible deposits in 1994.
SOURCE OF STRENGTH
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support. In
the event of a loss suffered or anticipated by the FDIC -- either as a result of
default of a banking subsidiary of the registrant or related to FDIC assistance
provided to a subsidiary in danger of default -- the, among other banking subsidiaries
of the registrant may be assessed for the FDIC's loss, subject to certain
exceptions.
CAPITAL AND OPERATIONAL GUIDELINES
The narrative comments under the caption "Capital" (page 48) set forth in
the accompanying 1993 Annual Report to Shareholders of the registrant are hereby
incorporated by reference. The Federal Reserve Board risk-based guidelines
define a two-tier capital framework. Tier 1 capital consists of common and
qualifying preferred shareholders' equity, less certain intangibles and other
adjustments. Tier 2 capital consists of subordinated and other qualifying debt,
and the allowance for credit losses up to 1.25 percent of risk-weighted assets.
The sum of Tier 1 and Tier 2 capital less investments in unconsolidated
subsidiaries represents qualifying total capital, at least 50 percent of which
must consist of Tier 1 capital. Risk-based capital ratios are calculated by
dividing Tier 1 and total capital by risk-weighted assets. Assets and
off-balance sheet exposures are assigned to one of four categories of
risk-weights, based primarily on relative credit risk. The minimum Tier 1
capital ratio is 4 percent and the minimum total capital ratio is 8 percent. The
registrant's Tier 1 and total risk-based capital ratios under these guidelines
at December 31, 1993 were 7.41 percent and 11.73 percent, respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
total assets. Although the stated minimum ratio is 3 percent, most banking
organizations are required to maintain ratios of at least 100 to 200 basis
points above 3 percent. The registrant's leverage ratio at December 31, 1993 was
6.00 percent.
FDICIAthings, identifies the five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines could
also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5 percent5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the
4
plan. Furthermore, in the event of the
bankruptcy of the parent holding company, such guarantee would take priority
over the parent's general unsecured creditors. In addition, FDICIA requiredrequires the
various regulatory agencies to prescribe certain non-capital standards for
safety and soundness relating generally to operations and management, asset
quality and executive compensation and permits regulatory action against a
financial institution that does not meet such standards.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under the regulations, a "well capitalized" institution must
have a Tier 1 capital ratio of at least 6 percent, a total capital ratio of at
least 10 percent and a leverage ratio of at least 5 percent and not be subject
to a capital directive order. An "adequately capitalized" institution must have
a Tier 1 capital ratio of at least 4 percent, a total capital ratio of at least
8 percent and a leverage ratio of at least 4 percent, or 3 percent in some
cases. Under these guidelines, each of the Banks is considered adequately or
well capitalized.
Banking agencies have also adopted final regulations which mandate that
regulators take into consideration concentrations of credit risk and risks from
non-traditional activities, as well as an institution's ability to manage those
risks, when determining the adequacy of an institution's capital. That
evaluation will be made as a part of the institution's regular safety and
soundness examination. Banking agencies also have proposed amendments to
existing risk-based capital regulations to provide for the consideration of
interest rate risk (when the interest rate sensitivity of an institution's
assets does not match the sensitivity of its liabilities or its
off-balance-sheet position) in the determination of a bank's minimum capital
requirements. This proposal, while still under consideration, would require
banks with interest rate risk in excess of defined thresholds to maintain
additional capital beyond that generally required.
DISTRIBUTIONS
The registrant's funds for cash distributions to its shareholders are
derived from a variety of sources, including cash and temporary investments. The
primary source of such funds, however, is dividends received from the Banks. The
amount of dividends that each Bank may declare in a calendar year without
approval of the Comptroller is the Bank's net profits for that year, as defined
by statute, combined with its net retained profits, as defined, for the
preceding two years. In addition, from time to time the registrant applies for,
and may receive, permission from the Comptroller for one or more of the Banks to
declare special dividends. In 1996, the Banks can initiate dividend payments,
without prior regulatory approval, of up to an aggregate of $905 million plus an
additional amount equal to their net profits for 1996 up to the date of any such
dividend declaration.
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In addition to the foregoing, the ability of the registrant and the Banks
to pay dividends may be affected by the various minimum capital requirements and
the capital and non-capital standards established under FDICIA, as described
above. Furthermore, the Comptroller may prohibit the payment of a dividend by a
national bank if it determines that such payment would constitute an unsafe or
unsound practice. The right of the registrant, its shareholders and its
creditors to participate in any distribution of the assets or earnings of its
subsidiaries is further subject to the prior claims of creditors of the
respective subsidiaries.
SOURCE OF STRENGTH
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support.
Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance
Act, in the event of a loss suffered or anticipated by the FDIC -- either as a
result of default of a banking or thrift subsidiary of the registrant or related
to FDIC assistance provided to a subsidiary in danger of default -- the other
Banks may be assessed for the FDIC's loss, subject to certain exceptions.
ADDITIONAL INFORMATION
The following information set forth in the accompanying 19931995 Annual Report to
Shareholders of the registrant is hereby incorporated by reference:
Table 3 (pages 28 and 29)Three (page 18) for average balance sheet amounts, related
taxable equivalenttaxable-equivalent interest earned or paid, and related average yields
earned and rates paid.
Tables 3 (pages 28 and 29) and 5Table Four (page 31)20) and the narrative comments under the caption "Net
Interest Income" (pages 30 and 32)(page 19) for changes in taxable equivalenttaxable-equivalent interest
income and expense for each major category of interest-earning assetassets and
interest-bearing liability.
Tables 9 and 10 (pages 36 and 37, respectively) and theliabilities.
The narrative comments under the caption "Securities" (pages 3625 and
26) and Note Three (pages 54 through 38)56) of the Notes To Consolidated
Financial Statements for information on the book values, maturities and
weighted average yields of the securities (by category) of the registrant;registrant.
Tables Eight (page 26), Nine (page 27) and Note 5 (pages 66 and
67) of the Notes to Consolidated Financial Statements.
Tables 19Twenty (page 45), 21 (page 47) and 22 (page 48)39) for
distribution of loans and leases, interest-rate risk and selected loan maturity data.data and
interest-rate risk.
Table 16Fifteen (page 43)34), the narrative comments under the caption
"Nonperforming"Credit Risk Management And Credit Portfolio Review -- Nonperforming
Assets" (pages 4133 and 43)34), and Note 1 (pages 62 to 63)One (page 52) of the Notes toTo
Consolidated Financial Statements for information on the nonperforming
assets of the registrant. The narrative comments under the captions "Concentrations of"Credit
Risk Management And Credit Risk"Portfolio Review" (pages 43 to 45)31 and 32) and "Loans
and Leases" (page 38)(pages 26 and 27) and Tables Seventeen, Eighteen and Nineteen
(pages 36 and 37) for a discussion of the characteristics of the loan and
lease portfolio.
Tables 14Thirteen (page 41)32) and 15Fourteen (page 42)33), the narrative
comments under the captioncaptions "Provision for Credit Losses" (page 19) and
"Credit Risk Management And Credit Portfolio Review -- Allowance for Credit
Losses" (pages 32 and 33), "Allowance for
Credit Losses" (pages 40 and 41) and Note 1One (page 62)52) of the Notes toTo
Consolidated Financial Statements for information on the credit loss
experience of the registrant.
Tables 11 and 12 (pages 38 and 39, respectively)Table Three (page 18) and the narrative comments under the caption
"Sources of Funds" (pages 38 to 39) and Note 8"Deposits" (page 68) of the Notes to Consolidated Financial Statements27) for deposit information.
"Six-Year Consolidated Statistical Summary" (page 79)69) for return on
assets, return on equity and dividend payout ratio for 19881990 through 1993,1995,
inclusive.
Table 13Ten (page 40)28) and Note 9Six (pages 6958 and 70)59) of the Notes toTo
Consolidated Financial Statements for information on the short-term
borrowings of the registrant.
All tables, graphs, charts, summaries and narrative on pages 1, 2514
through 55,45 and 78 through 79pages 68 and 69 for additional data on the consolidated
operations of NationsBank Corporationthe registrant and its majority-owned subsidiaries.
5
COMPETITION
The activities in which the registrant and its non-banking subsidiariesthree major business units
(the General Bank, Global Finance and the BanksFinancial Services) engage are highly
competitive. Generally, the lines of activity and markets served involve
competition with other banks and non-bank financial institutions, such as
investment banking firms, brokerage firms, mutual funds and insurance companies,
as well as other entities which offer financial services, located both within
and without the United States. The methods of competition center around various
factors, such as customer services, interest rates on loans and deposits,
lending limits and location of offices.
The commercial banking business in the various local markets served by the
various non-banking subsidiaries and the various Banksregistrant's three major business units is highly competitive,competitive. The General Bank,
Global Finance and the non-banking subsidiaries and the BanksFinancial Services compete with other commercial banks,
savings and loan associations, finance companies and other businesses which
provide similar services. The non-banking subsidiaries and the Banksthree major business units actively compete in
commercial lending activities with local, regional and international banks and
non-bank financial organizations, some of which are larger than certain of the
registrant's non-banking subsidiaries and the Banks. In its consumer lending
operations, the non-banking subsidiaries andcompetitors of the Banks' competitorsthree major business units include other
banks, savings and loan associations, credit unions, regulated small loan
companies and other non-bank organizations offering financial services. In the
investment banking, investment advisory and brokerage business, the registrant's
non-banking subsidiaries compete with other banking and investment banking
firms, investment advisory firms, brokerage firms and mutual funds. The
registrant's mortgage banking subsidiary competes with commercial banks, savings
and loan associations, government agencies, mortgage brokers and other non-bank
organizations offering mortgage banking services. In the trust business, the
Banks compete with other banks, investment counselors and insurance companies in
national markets for institutional funds and corporate pension and profit
sharing accounts. The Banks also compete with other banks, insurance agents,
financial counselors and other fiduciaries for personal trust business. The
non-banking subsidiariesregistrant and the Banksits three major business units also actively compete for funds. A
primary source of funds for the Banks is deposits, and competition for deposits
includes other deposit taking organizations, such as commercial banks, savings
and loan associations and credit unions, and so-called "money market"as well as money market mutual funds. The non-banking subsidiaries and the Banks also actively compete for
funds in the open market.
The registrant's ability to expand into additional states remains subject
to various federal and state laws. See "Government Supervision and
Regulation -- General" for a more detailed discussion of interstate banking and
branching legislation and certain state legislation.
EMPLOYEES
At December 31, 1993,1995, the registrant and its subsidiaries had 57,463 full
time58,322
full-time equivalent employees. Of the foregoing employees, 1,34132,763 were employed
by the registrant holding company, 5,832General Bank, 5,429 were employed by the North Carolina
subsidiary bank, 7,094Global Finance, 2,744 were employed
by the Texas subsidiary bank, 5,080 were
employed by the Florida subsidiary bank, 2,417 were employed by the South
Carolina subsidiary bank, 5,897 were employed by the Virginia subsidiary bank,
3,712 were employed by the Georgia subsidiary bank, 1,595 were employed by the
Tennessee subsidiary bank, 5,989 were employed by the Maryland subsidiary banks,
10,268Financial Services, 13,300 were employed by NationsBanc Services, Inc. (a
subsidiary providing operational support services to the registrant and its
subsidiaries) and the remainder were employed by the registrant holding company
and the registrant's other banking and operating subsidiaries.
ITEM 2. PROPERTIES
Construction was completedThe principal offices of the registrant are located in 1992 on the 60-story
NationsBank Corporate Center in Charlotte, North Carolina, which is owned by a
subsidiary of the registrant. The registrant through subsidiaries
who are partners in NationsBanc Corporate Center Associates. NationsBank occupies approximately 475,000512,000
square feet at market rates under a lease which expires in 2002, and
approximately 630,000593,000 square feet of office space is available for lease to
third parties at market rates. At year end,December 31, 1995, approximately 9599 percent
was occupied by the registrant or subject to existing third party leases or
letters of intention to lease.
The principal North Carolina offices of NationsBank, of North Carolina, N.A. ("NationsBank
North Carolina") are located in
leased space in the 40-story NationsBank Tower
located at NationsBank Plaza, Charlotte, North Carolina.
NationsBank, North
CarolinaN.A. is the major tenant of the building with approximately 588,000669,000
square feet of the net rentable space, of which approximately 456,000438,000 square
feet of space is under a lease which expires in 2009 and the remaining space is
under leases of shorter duration.
The principal South Carolina offices of NationsBank, N.A. are located in
approximately 91,000 square feet of leased space in the NationsBank Tower in
Columbia under a lease which is in the process of being renewed. NationsBank,
N.A., through subsidiaries, owns partnership interests in the building and the
underlying land. In addition, NationsBank, N.A. maintains offices in
approximately 81,000 square feet of leased space
6
in NationsBank Plaza in Columbia under a lease that expires in 1999.
NationsBank, N.A. has four five-year renewal options on this space.
The principal Virginia offices of NationsBank, N.A. are located in
approximately 383,000 square feet of space in NationsBank Center in Richmond,
Virginia, a facility that is owned by NationsBank, N.A. The remaining
approximately 157,000 square feet are leased to a third party tenant.
The principal Maryland offices of NationsBank, N.A. are located in
approximately 135,000 square feet of leased space in the Rockledge Executive
Center in Bethesda under a lease that expires in 2002. NationsBank, N.A. has two
five-year renewal options on this space. The approximately 19,000 square feet of
space remaining is occupied by third parties under sub-leases with NationsBank,
N.A. The sub-leases, which are at market rates, expire in 1997 and 2002.
The principal offices of NationsBank of Texas, N.A. ("NationsBank Texas")
are located in approximately 667,000680,000 square feet of leased space in the 72-story
NationsBank Plaza in Dallas. NationsBank Texas is the major tenant of the
building under a lease which expires in 2001 with renewal options through 2011.
6
The principal Florida offices of NationsBank, of Florida, N.A. (South) ("NationsBank
Florida"South") are located in approximately 304,000238,000 square feet of leased space in the
NationsBank Plaza in downtown Tampa, Florida.Tampa. The lease is on a staggered
schedule such that the upper floors expireexpires in 1996 while the lower floors and
branch bank expire in 2000.2005. NationsBank
FloridaSouth has four five-year renewal options on this space.
The principal Georgia offices of NationsBank of Virginia, N.A. ("NationsBank
Virginia") are located in approximately 470,000 square feet of space in
NationsBank Center in Richmond, Virginia, a facility that is owned by
NationsBank Virginia.
The principal offices of NationsBank of Georgia, N.A. ("NationsBank
Georgia")South are located in leased
space in the new 55-story NationsBank Plaza in Atlanta, Georgia which was completed in 1992.Atlanta. The registrant, through a
subsidiary, is a partner in CSC Associates, L.P., a partnership that was formed
with Cousins Properties Incorporated for the development and ownership of the
office tower. NationsBank GeorgiaSouth is the major tenant of the building with
approximately 566,000579,000 square feet of the net rentable space, under a lease that
expires in 2012. NationsBank GeorgiaSouth has three ten-year renewal options on this
space. Of the approximately 668,000684,000 remaining square feet, 417,000596,000 square feet
has been leased to third parties, with 251,00088,000 remaining square feet available
for lease to third parties at market rates.
The principal offices of NationsBank of South Carolina,Tennessee, N.A. ("NationsBank
South Carolina"Tennessee") are located in approximately 90,921 square feet of leased space
in the NationsBank Tower in Columbia, South Carolina, under a lease which
expires in 1995. NationsBank South Carolina, through subsidiaries, owns
partnership interests in the tower and the underlying land. In addition,
NationsBank South Carolina maintains offices in approximately 81,666220,000 square feet of leased space in
NationsBank Plaza in Columbia under a lease that expires in
1999. NationsBank South Carolina has four five-year renewal options.
The principal offices of NationsBank of Maryland, N.A. ("NationsBank
Maryland") are located in approximately 142,000 square feet of leased space in
the Rockledge Executive Center in Bethesda, Maryland under a lease that expires
in 2002. NationsBank Maryland has two five-year renewal options on this space.
The principal offices of Maryland National Bank are located in approximately
232,000 square feet of space in Baltimore, Maryland in a facility that is owned
by Maryland National Bank.
The principal offices of NationsBank of Tennessee, N.A. ("NationsBank
Tennessee") are located in approximately 191,000 square feet of leased space in
One Sovran Plaza in Nashville Tennessee under a lease that expires in 2012. NationsBank
Tennessee has two ten-year and one five-year renewal options on this space.
The principal offices of NationsCredit Consumer Corporation are located in
approximately 136,000 square feet of space in Allentown, Pennsylvania in a
facility that is owned by
NationsCredit. In addition, NationsCredit has approximately 287 leased premises
around the country.which it owns.
The principal offices of Nations Financial CapitalNationsCredit Commercial Corporation are located
in approximately 42,880 square feet of leased space in Canterbury Green in
Stamford, Connecticut, under a lease which expires in 1997.
Nations Financial
Capital Corporation, through subsidiaries or branch offices, leases space in the
following states: Alabama, Arizona, Florida, Georgia, Illinois, Louisiana,
Maryland, Mississippi, Nevada, Ohio, Oregon, Pennsylvania, Tennessee, Texas and
Washington.
7
As of December 31, 1993,1995, the registrant and its subsidiaries conducted
their banking and bank-related activities in both leased and owned facilities
throughout the jurisdictions in which the Banks are located, as follows:
APPROXIMATE APPROXIMATE
LEASED OWNED
FACILITIES FACILITIES
North Carolina, 216 50
Texas 158 150
Florida 189 227
Virginia 84 147
Georgia 56 170
South Carolina, 109 129Virginia,
Maryland and the District of Columbia 673 366
Texas 203 152
Florida and Georgia 253 416
Tennessee 53 71
Metro D.C. 452 11450 67
Delaware 1 0
Kentucky 4 4
Other States 11 993 3
7
ITEM 3. LEGAL PROCEEDINGS
TheIn the ordinary course of business, the registrant and its subsidiaries are
routinely defendants in or parties to a number of pending and threatened legal
actions and proceedings.proceedings, including several actions brought on behalf of various
classes of claimants. In certain of these actions and proceedings substantial
money damages are asserted against the registrant and its subsidiaries and
certain of these actions and proceedings are based on alleged violations of
consumer protection, securities, banking and other laws. Management believes,
based upon the opinionadvice of counsel, that thethese actions and liabilityproceedings and loss,losses,
if any, resulting from the final outcome of these proceedings,thereof, will not be material in the
aggregate.aggregate to the registrant's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders in the fourth quarter
of the registrant's fiscal year.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to the Instructions to Form 10-K and Item 401(b) of Regulation
S-K, the name, age and position of each executive officer and the principal
accounting officer of the registrant are listed below along with such officer's
business experience during the past five years. Officers are appointed annually
by the Board of Directors at the meeting of directors immediately following the
annual meeting of shareholders. There are no arrangements or understandings
between any officer and any other person pursuant to which any officer was
selected.
Fredric J. Figge, II, age 59, Chairman, Corporate Risk Policy of the
registrant and of the Banks. Mr. Figge was named Chairman, Corporate Risk Policy
in October, 1993 and prior to that time served as Chairman, Credit Policy of the
registrant and of the Banks. He first became an officer in 1987.
James H. Hance, Jr., age 51, Vice Chairman and Chief Financial Officer of
the registrant. Mr. Hance was named Chief Financial Officer in August, 1988,
also served as Executive Vice President from March, 1987 to December 31, 1991
and was named Vice Chairman in October, 1993. He first became an officer in
1987. He also serves as a director of NationsBank, N.A., NationsBank Tennessee
and various other subsidiaries of the registrant.
Kenneth D. Lewis, age 48, President of the registrant. Mr. Lewis was named
to his present position in October, 1993. Prior to that time, from June, 1990 to
October, 1993 he served as President of the registrant's General Bank. He first
became an officer in 1971. Mr. Lewis also serves as a director of NationsBank,
N.A., NationsBank South and NationsBank Texas.
Hugh L. McColl, Jr., age 60, Chairman of the Board and Chief Executive
Officer of the registrant and Chief Executive Officer of the Banks. He first
became an officer in 1962. Mr. McColl was Chairman of the registrant from
September, 1983 until December 31, 1991, and was re-appointed Chairman on
December 31, 1992. He also serves as a director of the registrant and
NationsBank Texas.
Marc D. Oken, age 49, Executive Vice President and Principal Accounting
Officer of the registrant. He first became an officer in 1989.
F. William Vandiver, Jr., age 54, President of NationsBank Global Finance,
which includes Corporate Finance, Capital Markets and Specialized Lending. Mr.
Vandiver was named President of NationsBank Global Finance in January, 1996. In
1984, he was named Investment Banking Company executive and president in 1988.
He has been an officer since 1968.
8
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
The principal market on which the registrant's Common Stockcommon stock (the "Common
Stock") is traded is the New York Stock Exchange. The registrant also listed
certain of its shares of Common Stock for trading on the Pacific Stock Exchange
and on the Tokyo Stock Exchange. The high and low sales prices of Common Stock
on the New York Stock Exchange Composite Tape,Transactions List, as reported in
published financial sources, for each quarterly period indicated below are as
follows:
QUARTER HIGH LOW
19921994 first 48$ 50 7/8 $ 44 3/8
second 57 3/8 44 1/2
third 56 47 1/8
39fourth 50 3/4 43 3/8
1995 first 51 3/4 44 5/8
second 57 3/4 49 5/8
third 68 7/8 43 1/8
third 50 42 3/8
fourth 53 3/8 41 5/8
1993 first 58 49 1/2
second 57 7/8 45
third 53 5/8 48 1/4
fourth 53 1/74 3/4 44 1/264
As of December 31, 1993,1995, there were 108,435103,137 record holders of Common Stock.
During 19921994 and 1993,1995, the registrant paid dividends on the Common Stock on a
quarterly basis, which aggregated $1.51$1.88 per share in 19921994 and $1.64$2.08 per share in
1993.1995. For additional information regarding the registrant's ability to pay
dividends, see "Government Supervision and Regulation -- Distributions." The
tentheighth paragraph of Note 9Six (page 70)59) and Note 12Nine (page 71)60) of the Notes toTo
Consolidated Financial Statements in the registrant's accompanying 19931995 Annual Report to
Shareholders are hereby incorporated by reference. See also
"Government Supervision and Regulation -- Distributions."
8
ITEM 6. SELECTED FINANCIAL DATA
The information set forth in Table 1One (page 25)15) in the registrant's accompanying 19931995
Annual Report to Shareholders is hereby incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
All of the information set forth under the captions "Management's
Discussion and Analysis -- 19931995 Compared to 1992"1994" (pages 2514 through 50)41),
"Management's Discussion and Analysis -- 19921994 Compared to 1991"1993" (pages 50, 51,
54 and 55)41
through 45), "Report of Management" (page 56)46) and all tables, graphs and charts
presented under the foregoing captions in the 19931995 Annual Report to Shareholders
of the registrant is hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information set forth in the accompanying 19931995 Annual Report to
Shareholders of the registrant is hereby incorporated by reference:
The Consolidated Financial Statements and Notes To Consolidated Financial
Statements of NationsBank Corporation and Subsidiaries, together with the report
thereon of Price Waterhouse LLP dated January 14, 199412, 1996 (pages 5746 through 61); all Notes to Consolidated Financial Statements
(pages 62 through 77)67);
the unaudited information presented in Table 24Twenty-One (page 51)42); and the
narrative comments under the caption "Fourth Quarter Review" (page 50)41).
9
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure as defined by Item 304 of Regulation S-K.disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information set forth under the caption "Election of Directors" on pages 3
through 1210 of the definitive 19941996 Proxy Statement of the registrant furnished to
shareholders in connection with its Annual Meeting to be held on April 27, 199424, 1996
(the "1994"1996 Proxy Statement") with respect to the name of each nominee or
director, that person's age, that person's positions and offices with the registrant, that person's business
experience, that person's directorships in other public companies, that person's service on the registrant's
Board and certain of that person's family relationships, and information set forth inunder the
first paragraphcaption "Compliance with Section 16(a) of the Securities Exchange Act of 1934"
on page 1513 of the 19941996 Proxy Statement with respect to Section 16 matters, is
hereby incorporated by reference. CERTAIN ADDITIONAL INFORMATION CONCERNING EXECUTIVE OFFICERS OF THE REGISTRANT
PursuantThe information required by Item 10 with
respect to Instructions to Form 10-K andexecutive officers is set forth in Part I, Item 401(b) of Regulation S-K,
the name, age and position of each person who presently may be deemed to be an
executive officer of the registrant are listed below along with such person's
business experience during the past five years. Officers are appointed annually
by the Board of Directors at the meeting of directors immediately following the
annual meeting of shareholders. There are no arrangements or understandings
between any officer and any other person pursuant to which the officer was
selected.
Fredric J. Figge, II, age 57, Chairman, Corporate Risk Policy of the
registrant. Mr. Figge was named Chairman, Corporate Risk Policy in October, 1993
and prior to that time served as Chairman, Credit Policy of the registrant and
of the Banks. He first became an officer of the registrant in September, 1987.
He also serves as Chairman, Corporate Risk Policy of the Banks and as director
of various subsidiaries of the registrant.
James H. Hance, Jr., age 49, Vice Chairman and Chief Financial Officer of
the registrant. Mr. Hance was named Chief Financial Officer in August, 1988,
also served as Executive Vice President from March, 1987 to December 31, 1991
and was named Vice Chairman in October, 1993. He first became an officer of the
registrant in 1987. He also serves as a director of Maryland National Bank,
NationsBank of D.C., N.A., NationsBank Maryland, NationsBank Tennessee and
various other subsidiaries of the registrant.
9
Kenneth D. Lewis, age 46, President of the registrant. Mr. Lewis was named
to his present position in October, 1993. Prior to that time, from June, 1990 to
October, 1993 he served as President of the registrant's General Bank and from
August, 1988 to June, 1990, he served as President of NationsBank Texas. He
first became an officer in 1971. Mr. Lewis also serves as a director of
NationsBank Florida, NationsBank Georgia, NationsBank South Carolina and
NationsBank Texas.
Hugh L. McColl, Jr., age 58, Chairman of the Board and Chief Executive
Officer of the registrant. He first became an officer in 1962. Mr. McColl was
Chairman of the registrant from September, 1983 until effectiveness of the
merger of C&S/Sovran on December 31, 1991, and was re-appointed Chairman on
December 31, 1992. He also serves as a director of the registrant and as Chief
Executive Officer of the Banks.
Marc D. Oken, age 47, Executive Vice President and Principal Accounting
Officer of the registrant. Mr. Oken was named to his present position in July,
1989, and from 1983 to 1989 served as an Audit Partner with Price Waterhouse. He
first became an officer in 1989.
James W. Thompson, age 54, Vice Chairman of the registrant and Chairman of
NationsBank East. Mr. Thompson was named Vice Chairman in October, 1993, and as
Chairman of NationsBank East upon effectiveness of the merger of C&S/Sovran on
December 31, 1991. He first became an officer of NationsBank North Carolina in
May, 1963. He also serves as chairman of the board of directors of Maryland
National Bank, NationsBank North Carolina, NationsBank of D.C., N.A.,
NationsBank Maryland, NationsBank South Carolina and NationsBank Virginia.4A hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to current remuneration of executive officers,
certain proposed remuneration to them, their options and certain indebtedness
and other transactions set forth in the 19941996 Proxy Statement (i) under the
caption "Board of Directors' Compensation" on page 17pages 14 through 16 thereof, (ii)
under the caption "Executive Compensation" on pages 16 through 18 and 19 thereof, (iii)
under the caption "Retirement Plans" on pages 1918 and 2019 thereof, (iv) under the
caption "Deferred Compensation Plan" on pages 2019 and 2120 thereof, (v) under the
caption "Benefit Security Trust""Special Compensation Arrangements" on page 21 thereof, (vi) under the
caption "Stock
Options""Compensation Committee Interlocks and Insider Participation" on page 2228
thereof, and (vii) under the caption "Certain Transactions" on pages 31 through the first paragraph on page 3428 and 29
thereof, is, to the extent such information is required by Item 402 of
Regulation S-K, hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The security ownership information required by Item 403 of Regulation S-K
and relating to persons who beneficially own more than 5% of the outstanding shares
of Common Stock or ESOP Preferred Stock, is hereby incorporated by
reference to the second full paragraph on page 3 of the 1994 Proxy Statement.
Such requiredas well as security ownership
information relating to directors, nominees and named executive officers
individually and directors and executive officers as a group, is hereby
incorporated by reference to the Equity Securities ownership information set forth under the
caption "Security Ownership of Certain Beneficial Owners and Management" on
pages 1310 through 1513 of the 19941996 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to relationships and related transactions between
the registrant and any director, nominee for director, executive officer,
security holder owning 5% or more of the registrant's voting securities or any
member of the immediate family of any of the above, as set forth in the 19941996
Proxy Statement under the caption "Compensation Committee Interlocks and Insider
Participation" beginning with the second full paragraph on page 29 through page
3028 and under the caption "Certain Transactions" on pages
31 through the first
paragraph on 3428 and 29 thereof, is, to the extent such information is required by Item 404 of
Regulation S-K, hereby incorporated by reference.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
a. The following documents are filed as part of this report:
PAGE IN
ANNUAL
REPORT*
(1) Financial Statements:
Report of Independent Accountants....................................................... 5746
Consolidated Statement of Income for each of the three years ended
December 31, 1993..................................................................... 581995..................................................................... 47
Consolidated Balance Sheet at December 31, 19931995 and 1992................................ 591994................................ 48
Consolidated Statement of Cash Flows for each of the three years ended
December 31, 1993..................................................................... 601995..................................................................... 49
Consolidated Statement of Changes in Shareholders' Equity for each of the three years
ended December 31, 1993..................................................................... 611995............................................................... 50
Notes to Consolidated Financial Statements.............................................. 62-7751-67
* Incorporated by reference from the indicated pages of the 19931995 Annual Report to
Shareholders.
(2) All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
b. The following reports on Form 8-K have been filed by the registrant
during the quarter ended December 31, 1993:1995:
Current Report on Form 8-K dated and filed October 8, 1993,20, 1995, Items
25 and 7. (Two reports filed on that date.)
Current Report on Form 8-K dated and filed October 18, 1993,November 9, 1995, Items
5 and 7.
Current Report on Form 8-K dated and filed October 29, 1993,December 15, 1995, Items
5 and 7.
Form 8-K/A Amendment No. 1 to Form 8-K dated and filed November 10,
1993, Item 7.
c. The exhibits filed as part of this report and exhibits incorporated
herein by reference to other documents are listed in the Index to
Exhibits to this Annual Report on Form 10-K (pages E-1 through E-7,E-5,
including executive compensation plans and arrangements which are
identified separately by asterisk).
With the exception of the information herein expressly incorporated by
reference, the 19931995 Annual Report to Shareholders and the 19941996 Proxy Statement
of the registrant
are not to be deemed filed as part of this Annual Report on Form 10-K.
11
SIGNATURESIGNATURES
Pursuant to the requirements of Section 13 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.
NATIONSBANK CORPORATION
Date: March 30, 199429, 1996 By: /s/ JAMES H. HANCE,*/s/ HUGH L. MCCOLL, JR.
JAMES H. HANCE,HUGH L. MCCOLL, JR.
VICE CHAIRMAN OF THE BOARD
AND CHIEF FINANCIALEXECUTIVE OFFICER
(PRINCIPAL FINANCIAL OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/*/s/ HUGH L. MCCOLL, JR. Chairman of the Board and March 30, 199429, 1996
Chief Executive Officer
(HUGH L. MCCOLL, JR.) /s/(Principal Executive Officer)
*/s/ JAMES H. HANCE, JR. Vice Chairman and March 29, 1996
Chief Financial Officer
(JAMES H. HANCE, JR.) (Principal Financial Officer)
*/s/ MARC D. OKEN Executive Vice President March 30, 199429, 1996
(Principal Accounting Officer)
(MARC D. OKEN)
/s/*/s/ RONALD W. ALLEN Director March 30, 199429, 1996
(RONALD W. ALLEN)
/s/*/s/ WILLIAM M. BARNHARDT Director March 30, 199429, 1996
(WILLIAM M. BARNHARDT)
/s/ THOMAS M. BELK Director March 30, 1994
(THOMAS M. BELK)
/s/*/s/ THOMAS E. CAPPS Director March 30, 199429, 1996
(THOMAS E. CAPPS)
/s/ R. EUGENE CARTLEDGE Director March 30, 1994
(R. EUGENE CARTLEDGE)
/s/*/s/ CHARLES W. COKER Director March 30, 199429, 1996
(CHARLES W. COKER)
/s/*/s/ THOMAS G. COUSINS Director March 30, 199429, 1996
(THOMAS G. COUSINS)
/s/*/s/ ALAN T. DICKSON Director March 30, 199429, 1996
(ALAN T. DICKSON)
/s/*/s/ W. FRANK DOWD, JR. Director March 30, 199429, 1996
(W. FRANK DOWD, JR.)
/s/ A. L. ELLIS*/s/ PAUL FULTON Director March 30, 1994
(A.29, 1996
(PAUL FULTON)
*/s/ L. ELLIS)L. GELLERSTEDT, JR. Director March 29, 1996
(L. L. GELLERSTEDT, JR.)
II-1
SIGNATURE TITLE DATE
/s/ PAUL FULTON Director March 30, 1994
(PAUL FULTON)
/s/ L. L. GELLERSTEDT, JR. Director March 30, 1994
(L. L. GELLERSTEDT, JR.)
/s/*/s/ TIMOTHY L. GUZZLE Director March 30, 199429, 1996
(TIMOTHY L. GUZZLE)
/s/ E. BRONSON INGRAM Director March 30, 1994
(E. BRONSON INGRAM)
/s/*/s/ W. W. JOHNSON Director March 30, 199429, 1996
(W. W. JOHNSON)
/s/ ROBERT E. MCNAIR Director March 30, 1994
(ROBERT E. MCNAIR)
/s/*/s/ BUCK MICKEL Director March 30, 199429, 1996
(BUCK MICKEL)
/s/ JOHN J. MURPHY Director March 30, 1994, 1996
(JOHN J. MURPHY)
/s/*/s/ JOHN C. SLANE Director March 30, 199429, 1996
(JOHN C. SLANE)
/s/*/s/ JOHN W. SNOW Director March 30, 199429, 1996
(JOHN W. SNOW)
/s/*/s/ MEREDITH R. SPANGLER Director March 30, 199429, 1996
(MEREDITH R. SPANGLER)
/s/*/s/ ROBERT H. SPILMAN Director March 30, 199429, 1996
(ROBERT H. SPILMAN)
/s/ WILLIAM W. SPRAGUE, JR. Director March 30, 1994
(WILLIAM W. SPRAGUE, JR.)
/s/*/s/ RONALD TOWNSEND Director March 30, 199429, 1996
(RONALD TOWNSEND)
/s/ MICHAEL WEINTRAUB*/s/ E. CRAIG WALL, JR. Director March 30, 1994
(MICHAEL WEINTRAUB)
By: /S/29, 1996
(E. CRAIG WALL, JR.)
*/s/ JACKIE M. WARD Director March 29, 1996
(JACKIE M. WARD)
*By: /s/ CHARLES M. BERGER
CHARLES M. BERGER, ATTORNEY-IN-FACT
II-2
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
1. Not Applicable.
2. Not Applicable.
3. (a) Amended and Restated Articles of Incorporation of registrant, as in effect on the date hereof,
incorporated by reference to Exhibit 3 (i)3(i) of registrant's Quarterly Report on Form
8-K10-Q dated August 2, 1993.12, 1994.
(b) Amended and Restated Bylaws of registrant, as in effect on the date hereof,
incorporated by reference to Exhibit 3(b) of registrant's Annual Report on
Form 10-K dated March 25, 1992.hereof.
4. (a) Specimen certificate of registrant's Common Stock, incorporated by reference to
Exhibit 4.1 of registrant's Registration No. 33-45542.
(b) Specimen certificate of registrant's ESOP Convertible Preferred Stock, Series C,
incorporated by reference to Exhibit 4(c) of registrant's Annual Report on Form 10-K
dated March 25, 1992.
(c) Indenture dated as of MarchAugust 1, 19741982 between registrant and Manufacturers
HanoverMorgan Guaranty Trust
Company including the form of the Debenture,New York, pursuant to which registrant issued its 87 3/8% Sinking Fund4% Debentures, due
1999,2002, incorporated by reference to Exhibit 24.2 of registrant's Registration No.
2-50151.2-78530.
(d) Indenture dated as of August 1, 1982 between registrant and Morgan Guaranty
Trust Company of New York, pursuant to which registrant issued its 7 3/4%
Debentures, due 2002, incorporated by reference to Exhibit 4.2 of registrant's
Registration No. 2-78530.
E-1
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
(e) Indenture dated as of October 1, 1986 between registrant and Security Pacific
National Trust Company (New York), pursuant to which registrant issued its 8 1/2%
Notes, due 1996, incorporated by reference to Exhibit 4.1 of registrant's
Registration No. 33-7221.
(f) Indenture dated as of March 30, 1989 between registrant and The Bank of New
York, including the form of Notes, pursuant to which registrant issued its
10 1/2% Subordinated Notes, due 1999, incorporated by reference to Exhibit 4.2
of registrant's Registration No. 33-27918.
(g)(e) Indenture dated as of September 1, 1989 between registrant and The Bank of New York,
pursuant to which registrant issued its 9 3/8% Subordinated Notes, due 2009; its
10.20% Subordinated Notes, due 2015,2015; its 9 1/8% Subordinated Notes, due 2001; and its
8 1/8% Subordinated Notes, due 2002, incorporated by reference to Exhibit 4.1 of
registrant's Registration No. 33-30717.
(h)(f) Indenture dated as of January 1, 1992 between registrant and BankAmerica Trust
Company of New York, pursuant to which registrant issued its 6 5/8% Senior Notes, due
1998; and its 5 3/8% Senior Notes, due 1995,1998, incorporated by reference to Exhibit 4.1 of registrant's Registration No.
33-54784.
(i)(g) Indenture dated as of November 1, 1992 between registrant and The Bank of New York,
pursuant to which registrant issued its 6 7/8% Subordinated Notes, due 2005,
incorporated by reference to Exhibit 4.1 of registrant's Amendment to Application or
Report on Form 8 dated March 1, 1993.
(j)(h) First Supplemental Indenture dated as of July 1, 1993 to the Indenture dated as of
January 1, 1992 between registrant and BankAmerica National Trust companyCompany (formerly
BankAmerica Trust Company of New York), pursuant to which registrant issued its
Senior Medium-Term Notes, Series A, B and B;C; its 4 3/4% Senior Notes, due 1996; its
5 1/8% Senior Notes, due 1998; and its 5 3/8% Senior Notes, due 2000,2000; and its 7 1/2%
Senior Notes, due 1997, incorporated by reference to Exhibit 4.1 of registrant's
Report on Form 8-K dated July 6, 1993.
(k)(i) First Supplemental Indenture dated as of July 1, 1993 to the Indenture dated as of
November 1, 1992 between registrant and The Bank of New York, pursuant to which
registrant issued its Subordinated Medium-Term Notes, Series A and B; and its 6 1/2%
Subordinated Notes, due 2003,2003; and its 7 3/4% Subordinated Notes, due 2004,
incorporated by reference to Exhibit 4.4 of registrant's Report on Form 8-K dated
July 6, 1993.
(j) Indenture dated as of January 1, 1995 between registrant and BankAmerica National
Trust Company, pursuant to which registrant issued its Floating Rate Senior Notes,
due 1998, and its Senior Medium-Term Notes, Series D and E, incorporated by reference
to Exhibit 4.1 of registrant's Registration No. 33-57533.
(k) Indenture dated as of January 1, 1995 between registrant and The Bank of New York,
pursuant to which registrant issued its 7 5/8% Subordinated Notes, due 2005; its
7 3/4% Subordinated Notes, due 2015; its 7 1/4% Subordinated Notes, due 2025; and its
Subordinated Medium-Term Notes, Series D and E, incorporated by reference to Exhibit
4.1 of registrant's Registration No. 33-57533.
E-1
EXHIBIT NO. DESCRIPTION
(l) Fiscal and Paying Agency Agreement dated as of July 5, 1995, between registrant and
The Chase Manhattan Bank, N.A. (London Branch), pursuant to which registrant issued
its Floating Rate Senior Notes, due 2000.
(m) Agency Agreement dated as of November 8, 1995 between registrant and The Chase
Manhattan Bank, N.A. (London Branch), pursuant to which registrant issued its Senior
Euro Medium-Term Notes.
(n) Issuing and Paying Agency Agreement dated as of April 10, 1995 between NationsBank,
N.A. (as successor to NationsBank, N.A. (Carolinas)), NationsBank of Texas, N.A. and
NationsBank, N.A. (South) (as successor to NationsBank of Georgia, N.A.), as Issuers,
and Bankers Trust Company, as Issuing and Paying Agent.
(o) Articles of Association of NationsBank, N.A. (South).
(p) Statement of Designation relating to the NationsBank, N.A. (South) Series H Preferred
Stock.
(q) Statement of Designation relating to the NationsBank, N.A. (South) Series 1993A
Preferred Stock.
(r) The registrant has other long-term debt agreements, but these are not material in
amount. Copies of these agreements will be furnished to the Commission on request.
5. Not Applicable.
6. Not Applicable.
7. Not Applicable.
8. Not Applicable.
9. None.
10. (a) Partnership Agreement between NationsBanc Charlotte Center, Inc. and Charter
Properties, Inc. dated July 17, 1987, incorporated by reference to
registrant's Annual Report on Form 10-K dated March 27, 1991; Amendment
thereto dated as of July 1, 1988, and Amendment thereto dated as of February
20, 1992 incorporated by reference to Exhibit 10(f) of registrant's Annual
Report on Form 10-K dated March 25, 1992; and Release and Settlement Agreement
between the parties thereto dated as of July 30, 1992 incorporated by
reference to Exhibit 10(a) of registrant's Annual Report on Form 10-K dated
March 24, 1993.
E-2
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
(b) Limited Partnership Agreement of CSC Associates, L. P., between The Citizens and
Southern Corporation and Cousins Properties Incorporated dated as of September 29,
1989, including Transfer of Partnership Interest between The Citizens and Southern
Corporation and C&S Premises, Inc.; and First Amendment thereto, both of which are
incorporated by reference to Exhibit 10(ss) of registrant's Annual Report on Form
10-K dated March 25, 1992.
(c) Employment Agreement between registrant1992; and A. L. EllisSecond Amendment thereto dated as of December 31,
1990, incorporated by * reference to Exhibit 210(a) of registrant's Registration No. 2-88129.
(d)Annual Report on
Form 10-K dated March 30, 1995.
(b) The NationsBank Retirement Savings Plan, as effective January 1, 1993.1993, incorporated *
(e)by reference to Exhibit 10(d) of registrant's Annual Report on Form 10-K dated March
30, 1994; Amendment thereto dated as of December 31, 1993, incorporated by reference
to Exhibit 10(c) of registrant's Annual Report on Form 10-K dated March 30, 1995; and
Amendments thereto dated as of December 31, 1994 and August 1, 1995.
(c) Investment Trust Agreement Under The NationsBank Retirement Savings Plan, as *
effective January 1, 1993.
(f)1993, incorporated by reference to Exhibit 10(e) of registrant's
Annual Report on Form 10-K dated March 30, 1994.
(d) ESOP Trust Agreement Under The NationsBank Retirement Savings Plan, as effective *
effective
January 1, 1993.
(g)1993, incorporated by reference to Exhibit 10(f) of registrant's Annual
Report on Form 10-K dated March 30, 1994.
(e) Ancillary Trust Agreement for the Investment Trust of The NationsBank Retirement *
Retirement
Savings Plan, as effective January 1, 1993.
(h)1993, incorporated by reference to Exhibit
10(g) of registrant's Annual Report on Form 10-K dated March 30, 1994.
(f) Independent Agency Agreement for the Investment Trust of The NationsBank Retirement *
Retirement
Savings Plan, as effective January 1, 1993.
(i) Description1993, incorporated by reference to Exhibit
10(h) of the 1993 NationsBank Corporationregistrant's Annual Incentive Plan for *
Executive Officers.
(j)Report on Form 10-K dated March 30, 1994.
(g) NationsBank Corporation and Designated Subsidiaries Directors' Retirement Plan, *
incorporated by reference to Exhibit 10(f) of registrant's Annual Report on Form 10-K
dated March 27, 1991.
(k) NationsBank Corporation1991; and Designated Subsidiaries Supplemental Executive *
Retirement PlanAmendment thereto dated as of September 28, 1994,
incorporated by reference to Exhibit 10(g)10(i) of registrant's Annual Report on Form 10-K
dated March 22, 1989;30, 1995.
E-2
EXHIBIT NO. DESCRIPTION
(h) NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement *
Plan, incorporated by reference to Exhibit 10(j) of registrant's Annual Report on
Form 10-K dated March 30, 1995; Amendment thereto dated as of June 28, 1989,
incorporated by reference to Exhibit 10(g) of registrant's Annual Report on Form 10-K
dated March 28, 1990; Amendment thereto dated as of June 27, 1990, incorporated by
reference to Exhibit 10(g) of registrant's Annual Report on Form 10-K dated March 27,
1991; Amendment thereto dated as of July 21, 1991, incorporated by reference to
Exhibit 10(bb) of registrant's Annual Report on Form 10-K dated March 25, 1992;
Amendment thereto dated as of December 3, 1992 and Amendment thereto dated as of
December 15, 1992, both of which are incorporated by reference to Exhibit 10(l) of
registrant's Annual Report on Form 10-K dated March 24, 1993.
(l) NationsBank Corporation1993; and Designated Subsidiaries Deferred Compensation Plan *
for Key EmployeesAmendment thereto
dated as of September 28, 1994, incorporated by reference to Exhibit 10(h)10(j) of
registrant's Annual Report on Form 10-K dated March 22, 1989;30, 1995.
(i) NationsBank Corporation and Designated Subsidiaries Deferred Compensation Plan for *
Key Employees, incorporated by reference to Exhibit 10(k) of registrant's Annual
Report on Form 10-K dated March 30, 1995; Amendment thereto dated as of June 28,
1989, incorporated by reference to Exhibit 10(h) of registrant's Annual Report on
Form 10-K dated March 28, 1990; Amendment thereto dated as of June 27, 1990,
incorporated by reference to Exhibit 10(h) of registrant's Annual Report on Form 10-K
dated March 27, 1990;1991; Amendment thereto dated as of July 21, 1991, incorporated by
reference to Exhibit 10(bb) of registrant's Annual Report on Form 10-K dated March
25, 1992; and Amendment thereto dated as of December 3, 1992, incorporated by
reference to Exhibit 10(m) of registrant's Annual Report on Form 10-K dated March 24,
1993.
(m)(j) 1986 Restricted Stock Award Plan of NationsBank Corporation, as amended, incorporated *
incorporated
by reference to Exhibit 10(n) of registrant's Annual Report on Form 10-K dated March
24, 1993.
(n)(k) The NationsBank Pension Plan, as effective January 1, 1993. *
E-3
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
(o)1993, incorporated by reference *
to Exhibit 10(n) of registrant's Annual Report on Form 10-K dated March 30, 1994;
Amendments thereto dated as of September 28, 1994, December 15, 1994 and December 28,
1994, incorporated by reference to Exhibit 10(m) of registrant's Annual Report on
Form 10-K dated March 30, 1995; and Amendments thereto dated as of June 28, 1995,
July 5, 1995, August 24, 1995 and September 28, 1995.
(l) NationsBank Corporation and Designated Subsidiaries Supplemental Retirement Plan, *
Plan;incorporated by reference to Exhibit 10(o) of registrant's Annual Report on Form 10-K
dated March 30, 1994; Amendment thereto dated as of June 28, 1989, incorporated by
reference to Exhibit 10(k) of registrant's Annual Report on Form 10-K dated March 28,
1990; Amendment thereto dated as of June 27, 1990, incorporated by reference to
Exhibit 10(k) of registrant's Annual Report on Form 10-K dated March 27, 1991;
Amendment thereto dated as of July 21, 1991, incorporated by reference to Exhibit
10(bb) of registrant's Annual Report on Form 10-K dated March 25, 1992; Amendment
thereto dated as of December 3, 1992 and Amendment thereto dated as of December 4,
1992, both of which are incorporated by reference to Exhibit 10(p) of registrant's
Annual Report on Form 10-K dated March 24, 1993.
(p)1993; and Amendment thereto dated as of
July 5, 1995.
E-3
EXHIBIT NO. DESCRIPTION
(m) NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement *
Retirement
Plan for Senior Management Employees, incorporated by reference to Exhibit 10(1)10(o) of
registrant's Annual Report on Form 10-K dated March 22, 1989;30, 1995; Amendment thereto dated
as of June 28, 1989, incorporated by reference to Exhibit 10(1)10(l) of registrant's
Annual Report on Form 10-K dated March 28, 1990; Amendment thereto dated as of June
27, 1990, incorporated by reference to Exhibit 10(1) of registrant's Annual Report on
Form 10-K dated March 27, 1991; Amendment thereto dated as of July 21, 1991,
incorporated by reference to Exhibit 10(bb) of registrant's Annual Report on Form
10-K dated March 25, 1992; Amendment thereto dated as of December 3, 1992 and
Amendment thereto dated as of December 15, 1992, both of which are incorporated by
reference to Exhibit 10(q) of registrant's Annual Report on Form 10-K dated March 24,
1993.
(q) Compensation Arrangements for Kenneth D. Lewis1993; and Amendment thereto dated as of September 28, 1994, incorporated by reference
to *
Exhibit 10(m)10(o) of registrant's Annual Report on Form 10-K dated March 22, 1989;
Amendments thereto dated July 2, 1990 incorporated by reference to Exhibit
10(r) of registrant's Annual Report on Form 10-K dated March 27, 1991; and
Amendments thereto dated as of January 1, 1991 incorporated by reference to
Exhibit 10(q) of registrant's Annual Report on Form 10-K dated March 25, 1992.
(r)30, 1995.
(n) Split Dollar Agreement dated as of February 1, 1990 between registrant and *
Hugh L. *
McColl III, as Trustee for the benefit of Hugh L. McColl, Jr. and Jane S. McColl,
incorporated by reference to Exhibit 10(s) of registrant's Annual Report on Form 10-K
dated March 27, 1991.
(s)(o) NationsBank Corporation Benefit Security Trust dated as of June 27, 1990, *
incorporated by reference to Exhibit 10(t) of registrant's Annual Report on Form 10-K
dated March 27, 1991; and First Supplement thereto dated as of November 30, 1992,
incorporated by reference to Exhibit 10(v) of registrant's Annual Report on Form 10-K
dated March 24, 1993.
(t)1993; and Trustee Removal/Appointment Agreement dated as of December
19, 1995.
(p) The NationsBank Retirement Savings Restoration Plan, as effective January 1, 1994, *
incorporated by reference to Exhibit 10(t) of registrant's Annual Report on Form 10-K
dated March 30, 1994.
(u)(q) Employment Arrangement with Fredric J. Figge, II dated July 27, 1987, *
incorporated by *
reference to Exhibit 10(tt) of registrant's Annual Report on Form 10-K dated March
25, 1992.
(v) Business Asset Purchase Agreement(r) NationsBank Corporation Executive Incentive Compensation Plan, as effective January *
1, 1994 and Amendment thereto dated November 17, 1992 among NationsBanc
Financial Services and the other Purchasers named or to be named therein and
Chrysler First, Inc. and the other sellers named thereinas of September 28, 1994, both of which are
incorporated by reference to Exhibit 28.210(v) of registrant's Annual Report on Form 8-K10-K
dated December 2,
1992.
(w) Loan Asset Purchase Agreement dated November 17, 1992 amongMarch 30, 1995.
(s) NationsBank of
Texas, N.A. and Chrysler First, Inc. and the other Sellers named thereinCorporation Key Employee Deferral Plan, as effective October 1, 1994, *
incorporated by reference to Exhibit 28.310(w) of registrant's Annual Report on Form 8-K10-K
dated December 2, 1992.
(x) Investment Agreement between registrant and MNC Financial, Inc., with certain
exhibits attached thereto (except Exhibits A and D),March 30, 1995.
(t) NationsBank Corporation Director Deferral Plan, as effective January 1, 1995, *
incorporated by reference to Exhibit 28.310(x) of registrant's Annual Report on Form 10-K
dated March 30, 1995.
(u) Special Trust Agreement under The NationsBank Pension Plan, as effective December 31, *
1994, incorporated by reference to Exhibit 10(y) of registrant's Annual Report on
Form 10-K dated March 30, 1995.
(v) NationsBank Corporation Key Employee Stock Plan, incorporated by reference to Exhibit *
10 of registrant's Quarterly Report on Form 10-Q dated August 11,
1992; and Amendment theretoMay 15, 1995.
(w) Noncompetition Agreement with James W. Thompson dated as of September 28, 1992 incorporated by
reference to Exhibit 28.1 of registrant's Report on Form 8-KJanuary 31, 1996. *
(x) Supplemental Retirement Agreement with James W. Thompson dated October 2,
1992.
(y) MNC Financial, Inc. Articles Supplementary for Series A Preferred Stock (in
the form of Exhibit A to the Investment Agreement) incorporated by reference
to Exhibit 28.3 of registrant's Quarterly Report on Form 10-Q dated August 11,
1992.
(z) Registration Rights Agreement dated as of July 16, 1992, by and between
registrant and MNC Financial, Inc. (in the form of Exhibit D to the Investment
Agreement) incorporated by reference to Exhibit 28.3 of registrant's Quarterly
Report on Form 10-Q dated August 11, 1992.
(aa) Agreement and Plan of Consolidation between registrant and MNC Financial, Inc.
incorporated by reference to Exhibit 28.4 of registrant's Quarterly Report on
Form 10-Q dated August 11, 1992; Amendment thereto dated as of September 28,
1992 incorporated by reference to Exhibit 28.1 of registrant's Report on Form
8-K dated October 2, 1992; and Amendment thereto dated as of November 30, 1992
incorporated by reference to Exhibit 28.6 of registrant's Report on Form 8-K
dated December 2, 1992.
(bb) Agreement among registrant, MNC Financial, Inc., Alfred Lerner and the Maybaco
Company incorporated by reference to Exhibit 28.5 of registrant's Quarterly
Report on Form 10-Q dated August 11, 1992.January 31, 1996. *
11. Earnings per share computation.
12. None.(a) Ratio of Earnings to Fixed Charges.
(b) Ratio of Earnings to Fixed Charges and Preferred Dividends.
13. 19931995 Annual Report to Shareholders. This exhibit filed via EDGAR contains only those portions of the Annual
Report that are incorporated by reference.
14. Not Applicable.
15. Not Applicable.
16. None.
17. Not Applicable.
18. None.
19. None.
20. Not Applicable.
E-4
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
18. None.
19. Not Applicable.
20. Not Applicable.
21. List of Subsidiaries of Registrant.
22. None.
23. Consent of Price Waterhouse.
24.1Waterhouse LLP.
24. (a) Power of Attorney.
24.2(b) Corporate Resolution.
25. Not Applicable.
26. Not Applicable.
27. None.Financial Data Schedule.
28. None.
99. None.
* Denotes executive compensation plan or arrangements.
E-5