FINANCIAL SUPPLEMENT AND FORM 10-Q THIRD QUARTER 1996 WACHOVIA CORPORATION DIRECTORS AND OFFICERS DIRECTORS L. M. BAKER, JR. President and Chief Executive Officer JOHN G. MEDLIN, JR. Chairman of the Board RUFUS C. BARKLEY, JR. Chairman Cameron & Barkley Company CRANDALL C. BOWLES Executive Vice President Springs Industries, Inc. JOHN L. CLENDENIN Chairman, President and Chief Executive Officer BellSouth Corporation LAWRENCE M. GRESSETTE, JR. Chairman and Chief Executive Officer SCANA Corporation THOMAS K. HEARN, JR. President Wake Forest University W. HAYNE HIPP President and Chief Executive Officer The Liberty Corporation ROBERT M. HOLDER, JR. Chairman of the Board Holder Corporation DONALD R. HUGHES Consultant and Retired Vice Chairman of the Board Burlington Industries, Inc. JAMES W. JOHNSTON Retired Vice Chairman RJR Nabisco, Inc. Retired Chairman of the Board R.J. Reynolds Tobacco Company WYNDHAM ROBERTSON Writer and Retired Vice President, Communications University of North Carolina HERMAN J. RUSSELL Chairman and Chief Executive Officer H.J. Russell & Company SHERWOOD H. SMITH, JR. Chairman of the Board and Chief Executive Officer Carolina Power & Light Company CHARLES MCKENZIE TAYLOR Chairman of the Board Taylor & Mathis, Inc. Taylor & Mathis Properties JOHN C. WHITAKER, JR. Chairman and Chief Executive Officer Inmar Enterprises, Inc. PRINCIPAL CORPORATE OFFICERS L. M. BAKER, JR. President and Chief Executive Officer MICKEY W. DRY Executive Vice President Chief Credit Officer HUGH M. DURDEN Executive Vice President Corporate Services WALTER E. LEONARD, JR. Executive Vice President Operations/Technology KENNETH W. MCALLISTER Executive Vice President General Counsel/Administrative ROBERT S. MCCOY, JR. Executive Vice President Chief Financial Officer G. JOSEPH PRENDERGAST Executive Vice President General Banking RICHARD B. ROBERTS Executive Vice President Treasurer 2 SELECTED PERIOD-END DATA September 30 September 30 1996 1995 Banking offices: North Carolina........................ 220 218 Georgia............................... 125 125 South Carolina........................ 145 146 Total................................ 490 489 Automated banking machines: North Carolina........................ 344 319 Georgia............................... 221 202 South Carolina........................ 203 173 Total................................ 768 694 Employees (full-time equivalent)........ 16,185 15,843 Common stock shareholders of record..... 27,663 28,042 Common shares outstanding (thousands)... 165,213 170,326 COMMON STOCK DATA - PER SHARE 1996 1995 Third Second First Fourth Third Quarter Quarter Quarter Quarter Quarter Market value: Period-end................................... $ 49 1/2 $ 43 3/4 $ 44 3/4 $ 45 3/4 $ 43 1/8 High......................................... 49 7/8 46 1/4 48 3/8 48 1/4 45 Low.......................................... 39 5/8 40 7/8 41 1/4 43 1/8 35 3/8 Book value at period-end...................... 22.57 22.18 22.07 22.15 21.24 Dividend...................................... .40 .36 .36 .36 .36 Price/earnings ratio*......................... 13.6X 12.4x 12.6x 13.1x 12.4x *Based on most recent twelve months net income per primary share and period-end stock price FINANCIAL INFORMATION Analysts, investors and others seeking additional financial information about Wachovia Corporation or its member companies should contact the following either by phone or in writing. Robert S. McCoy, Jr., Chief Financial Officer, (910) 732-5926 James C. Mabry, Investor Relations Manager, (910) 732-5788 Wachovia Corporation P. O. Box 3099 Winston-Salem, NC 27150 Common Stock Listing - New York Stock Exchange, ticker symbol - WB 3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL SUMMARY TABLE 1 Twelve Months Ended 1996 1995 Nine Months Ended September 30 Third Second First Fourth Third September 30 1996 Quarter Quarter Quarter Quarter Quarter 1996 1995 SUMMARY OF OPERATIONS (thousands, except per share data) Interest income - taxable equivalent ....... $3,270,760 $842,109 $810,637 $802,120 $815,894 $813,117 $2,454,866 $2,302,609 Interest expense ........................... 1,676,147 426,723 411,472 413,328 424,624 418,917 1,251,523 1,154,483 Net interest income - taxable equivalent ... 1,594,613 415,386 399,165 388,792 391,270 394,200 1,203,343 1,148,126 Taxable equivalent adjustment .............. 78,202 16,880 17,914 18,877 24,531 26,633 53,671 74,242 Net interest income ........................ 1,516,411 398,506 381,251 369,915 366,739 367,567 1,149,672 1,073,884 Provision for loan losses .................. 132,640 40,730 34,404 27,334 30,172 23,179 102,468 73,619 Net interest income after provision for loan losses ................. 1,383,771 357,776 346,847 342,581 336,567 344,388 1,047,204 1,000,265 Other operating revenue .................... 766,767 197,778 198,595 184,105 186,289 170,415 580,478 493,812 Gain on sale of mortgage servicing portfolio ................................. -- -- -- -- -- -- -- 79,025 Investment securities gains (losses) ...... 3,426 393 (219) 698 2,554 317 872 (26,048) Total other income ......................... 770,193 198,171 198,376 184,803 188,843 170,732 581,350 546,789 Personnel expense .......................... 639,367 165,509 160,162 161,618 152,078 153,298 487,289 448,248 Other expense .............................. 610,509 150,970 149,925 146,627 162,987 145,584 447,522 440,283 Total other expense ........................ 1,249,876 316,479 310,087 308,245 315,065 298,882 934,811 888,531 Income before income taxes ................. 904,088 239,468 235,136 219,139 210,345 216,238 693,743 658,523 Applicable income taxes* ................... 284,061 74,872 75,773 69,269 64,147 64,958 219,914 202,178 Net income ................................. $ 620,027 $164,596 $159,363 $149,870 $146,198 $151,280 $ 473,829 $456,345 Net income per common share: Primary ................................... $ 3.64 $ .98 $ .94 $ .87 $ .85 $ .88 $ 2.79 $ 2.65 Fully diluted ............................. $ 3.63 $ .97 $ .94 $ .87 $ .85 $ .87 $ 2.78 $ 2.64 Cash dividends paid per common share ....... $ 1.48 $ .40 $ .36 $ .36 $ .36 $ .36 $ 1.12 $ 1.02 Cash dividends paid on common stock ........ $ 249,865 $66,669 $60,684 $ 61,089 $ 61,423 $ 61,312 $ 188,442 $ 174,072 Cash dividend payout ratio ................. 40.3% 40.5% 38.1% 40.8% 42.0% 40.5% 39.8% 38.1% Average primary shares outstanding ......... 170,415 167,966 169,861 171,467 172,372 171,793 169,758 171,993 Average fully diluted shares outstanding ... 170,670 168,354 169,972 171,653 172,705 172,512 170,251 172,882 SELECTED AVERAGE BALANCES (millions) Total assets ............................... $ 44,661 $ 45,778 $ 44,956 $44,435 $ 43,477 $ 42,573 $ 45,059 $ 40,797 Loans - net of unearned income ............. 29,588 30,660 30,004 29,218 28,470 28,097 29,963 27,180 Investment securities** ................... 8,719 8,734 8,668 8,795 8,676 8,778 8,733 8,226 Other interest-earning assets .............. 1,571 1,611 1,519 1,594 1,562 1,210 1,574 1,014 Total interest-earning assets .............. 39,878 41,005 40,191 39,607 38,708 38,085 40,270 36,420 Interest-bearing deposits .................. 20,645 20,873 20,335 20,666 20,705 19,352 20,626 18,372 Short-term borrowed funds .................. 7,925 8,099 8,216 8,055 7,332 8,593 8,123 7,955 Long-term debt ............................. 5,821 6,454 6,129 5,487 5,213 4,851 6,025 4,797 Total interest-bearing liabilities ......... 34,391 35,426 34,680 34,208 33,250 32,796 34,774 31,124 Noninterest-bearing deposits ............... 5,392 5,408 5,426 5,372 5,361 5,212 5,402 5,282 Total deposits ............................. 26,037 26,281 25,761 26,038 26,066 24,564 26,028 23,654 Shareholders' equity ....................... 3,634 3,631 3,644 3,687 3,576 3,463 3,654 3,354 RATIOS (averages) Annualized net loan losses to loans ........ .45% .53% .46% .37% .42% .33% .45% .35% Annualized net yield on interest-earning assets .................... 4.00 4.03 3.99 3.95 4.01 4.11 3.99 4.21 Shareholders' equity to: Total assets ............................... 8.14 7.93 8.11 8.30 8.22 8.13 8.11 8.22 Net loans .................................. 12.45 12.00 12.31 12.80 12.74 12.51 12.36 12.53 Annualized return on assets ................ 1.39 1.44 1.42 1.35 1.35 1.42 1.40 1.49 Annualized return on shareholders' equity ....................... 17.06 18.13 17.49 16.26 16.36 17.47 17.29 18.14 * Income taxes applicable to securities transactions were $1,321, $149, ($86), $278, $980, $91, $341 and ($9,556), respectively ** Reported at amortized cost; excludes pretax unrealized gains on securities available-for-sale of $101, $40, $74, $188, $104, $65, $100 and $11, respectively 4 RESULTS OF OPERATIONS OVERVIEW Wachovia Corporation ("Wachovia") is a southeastern interstate bank holding company with dual headquarters in Atlanta, Georgia, and Winston-Salem, North Carolina. Principal banking subsidiaries are Wachovia Bank of Georgia, N.A., Wachovia Bank of North Carolina, N.A., and Wachovia Bank of South Carolina, N.A. The First National Bank of Atlanta provides credit card services for Wachovia's affiliated banks. The economy appeared to slow during the third quarter of 1996 from the brisk 4.7 percent annual growth rate estimated for the second quarter. High debt burdens contributed to an easing in consumer demand while adding to some concerns over credit quality soundness. Within the corporation's primary operating states of Georgia, North Carolina and South Carolina, economic growth remained generally favorable. Seasonally adjusted unemployment rates averaged 4.4 percent in Georgia, 4.2 percent in North Carolina and 5.9 percent in South Carolina for the three-month period versus 5.2 percent nationwide. Wachovia's net income for the third quarter was $164.596 million or $.97 per fully diluted share compared with $151.280 million or $.87 per fully diluted share in the same three months of 1995. Year to date, net income totaled $473.829 million or $2.78 per fully diluted share versus $456.345 million or $2.64 per fully diluted share a year earlier. Annualized returns were 18.13 percent on shareholders' equity and 1.44 percent on assets for the quarter and 17.29 percent and 1.40 percent, respectively, year to date. Comparisons for the first nine months of 1996 with a year earlier were moderated by several special items in the second quarter of 1995, including an after-tax gain of $47.385 million or $.27 per share from the sale of the corporation's mortgage servicing portfolio, an after-tax loss of $16.656 million or $.10 per share from restructuring of the investment securities portfolio to improve yields and after-tax expenses totaling $11.291 million or $.07 per share for other expenses related to severance costs, higher consulting fees and charitable contributions. Expanded discussion of operating results and the corporation's financial condition is presented in the following narrative and tables. Interest income is stated on a taxable equivalent basis which is adjusted for the tax-favored status of earnings from certain loans and investments. References to changes in assets and liabilities represent daily average levels unless otherwise noted. 5 COMPONENTS OF EARNINGS PER PRIMARY SHARE TABLE 2 Three Months Ended Nine Months Ended September 30 September 30 1996 1995 Change 1996 1995 Change Interest income - taxable equivalent ............. $ 5.01 $ 4.74 $ .27 $14.46 $13.39 $ 1.07 Interest expense ................................. 2.54 2.44 .10 7.37 6.71 .66 Net interest income - taxable equivalent ......... 2.47 2.30 .17 7.09 6.68 .41 Taxable equivalent adjustment .................... .10 .15 (.05) .32 .43 (.11) Net interest income .............................. 2.37 2.15 .22 6.77 6.25 .52 Provision for loan losses ........................ .24 .14 .10 .60 .43 .17 Net interest income after provision for loan losses .................................. 2.13 2.01 .12 6.17 5.82 .35 Other operating revenue .......................... 1.18 .99 .19 3.42 2.87 .55 Gain on sale of mortgage servicing portfolio ..... -- -- -- -- .46 (.46) Investment securities gains (losses) ............ .01 -- .01 .01 (.15) .16 Total other income ............................... 1.19 .99 .20 3.43 3.18 .25 Personnel expense ................................ .99 .89 .10 2.87 2.61 .26 Other expense .................................... .90 .85 .05 2.64 2.56 .08 Total other expense .............................. 1.89 1.74 .15 5.51 5.17 .34 Income before income taxes ....................... 1.43 1.26 .17 4.09 3.83 .26 Applicable income taxes .......................... .45 .38 .07 1.30 1.18 .12 Net income ....................................... $ .98 $ .88 $.10 $2.79 $2.65 $.14 COMPUTATION OF EARNINGS PER COMMON SHARE TABLE 3 (thousands, except per share) Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 PRIMARY Average common shares outstanding ................................................... 166,262 170,291 168,083 170,696 Dilutive common stock options - based on treasury stock method using average market price ............................................. 1,579 1,412 1,564 1,217 Dilutive common stock awards - based on treasury stock method using average market price ............................................. 125 90 111 80 Average primary shares outstanding ................................................... 167,966 171,793 169,758 171,993 Net income .......................................................................... $164,596 $151,280 $ 473,829 $456,345 Net income per common share - primary................................................ $ .98 $ .88 $ 2.79 $ 2.65 FULLY DILUTED Average common shares outstanding ................................................... 166,262 170,291 168,083 170,696 Dilutive common stock options - based on treasury stock method using higher of period-end market price or average market price ................................................ 1,881 1,738 1,906 1,651 Dilutive common stock awards - based on treasury stock method using higher of period-end market price or average market price ................................................ 148 102 148 102 Convertible notes assumed converted ................................................. 63 381 114 433 Average fully diluted shares outstanding ............................................ 168,354 172,512 170,251 172,882 Net income .......................................................................... $164,596 $151,280 $473,829 $456,345 Add interest on convertible notes after taxes ....................................... 12 71 55 263 Adjusted net income ................................................................. $164,608 $151,351 $473,884 $456,608 Net income per common share - fully diluted.......................................... $ .97 $ .87 $ 2.78 $ 2.64 6 NET INTEREST INCOME Taxable equivalent net interest income rose $21.186 million or 5.4 percent for the third quarter in comparison with a year earlier and expanded $55.217 million or 4.8 percent for the first nine months of 1996. Good growth in interest-earning assets, led by loans, primarily accounted for the increases in both periods, which were moderated by a decline in the average rate earned and by higher levels of interest-bearing liabilities to support asset growth. A lower average rate paid also contributed to the gains, primarily benefiting the third quarter. Compared with the second quarter of 1996, taxable equivalent net interest income rose $16.221 million or 4.1 percent primarily on higher loan volume and improvement in the average rate earned. The net yield on interest- earning assets (taxable equivalent net interest income as a percentage of average interest-earning assets) declined 8 basis points for the third period and 22 basis points year to date but increased 4 basis points from the second quarter. Taxable equivalent interest income grew $28.992 million or 3.6 percent for the quarter and $152.257 million or 6.6 percent for the first nine months. Interest-earning assets rose $2.920 billion or 7.7 percent for the three months and $3.850 billion or 10.6 percent year to date, offsetting the effects of a 30 basis point and 31 basis point decline, respectively, in the average rate earned. Taxable equivalent interest income was higher by $31.472 million or 3.9 percent from the second quarter, reflecting growth of $814 million or 2 percent in interest-earning assets and improvement of 6 basis points in the average rate earned. Loans increased $2.563 billion or 9.1 percent for the quarter and $2.783 billion or 10.2 percent year to date, led by the commercial portfolio. Compared with the second quarter, loans were up $656 million or 2.2 percent, driven largely by the retail sector, primarily credit cards and residential mortgages including home equity loans. Commercial loans, including related real estate categories, rose $1.809 billion or 11 percent for the third quarter in comparison with a year earlier and $2.102 billion or 13.4 percent for the first nine months. Good growth was achieved in both periods in all categories except tax-exempt loans, which declined due to portfolio runoff and the reduced attractiveness of additional tax-exempt borrowing and lending under current tax laws. Strongest volume gains occurred in regular commercial loans, largely made to small businesses and middle-market companies, in commercial mortgages and in lease financing. At September 30, 1996, commercial real estate loans, based on regulatory definitions, were $5.171 billion, representing 16.4 percent of total loans. Commercial mortgages were $4.296 billion or 13.6 percent of total loans and construction loans were $875 million or 2.8 percent. Regulatory definitions for commercial real estate include loans which have real estate as the collateral but not the primary consideration in a credit risk evaluation. At third-quarter close 1995, commercial real estate loans were $4.476 billion, representing 15.4 percent of total loans, and at June 30, 1996 they were $4.939 billion or 16.1 percent of the loan portfolio. Retail loans, including residential mortgages, increased $754 million or 6.4 percent for the third period and $681 million or 5.9 percent year to date, with growth for the nine months moderated by the transfer of $500 million of credit card receivables off the balance sheet through a securitization in the fourth quarter of 1995. Gains were paced in both periods largely by residential mortgages, including home equity loans. Good growth also occurred for the quarter primarily in credit card loans and for the first nine months in indirect retail loans, which consists of mainly automobile sales financing. 7 NET INTEREST INCOME AND AVERAGE BALANCES TABLE 4 Twelve Months Ended 1996 1995 Nine Months Ended September 30 Third Second First Fourth Third September 30 1996 Quarter Quarter Quarter Quarter Quarter 1996 1995 NET INTEREST INCOME - TAXABLE EQUIVALENT (thousands) Interest income: Loans ................................. $2,542,679 $661,220 $632,389 $619,722 $629,348 $630,199 $1,913,331 $1,807,001 Investment securities ................. 627,892 155,485 154,395 157,631 160,381 163,187 467,511 445,092 Interest-bearing bank balances ........ 36,047 9,329 9,258 9,018 8,442 473 27,605 679 Federal funds sold and securities purchased under resale agreements ..... 12,990 3,275 3,155 3,250 3,310 1,959 9,680 3,924 Trading account assets ................ 51,152 12,800 11,440 12,499 14,413 17,299 36,739 45,913 Total ................................ 3,270,760 842,109 810,637 802,120 815,894 813,117 2,454,866 2,302,609 Interest expense: Interest-bearing demand ............... 50,514 11,537 10,916 12,669 15,392 14,845 35,122 43,624 Savings and money market savings ...... 264,204 68,561 64,932 64,980 65,731 62,425 198,473 174,598 Savings certificates .................. 375,948 94,149 91,685 91,467 98,647 99,999 277,301 271,642 Large denomination certificates ....... 149,295 33,770 32,863 39,634 43,028 28,679 106,267 68,916 Time deposits in foreign offices ...... 51,377 13,676 11,033 13,101 13,567 11,299 37,810 28,309 Short-term borrowed funds ............. 439,866 109,725 110,030 110,390 109,721 129,411 330,145 357,286 Long-term debt ........................ 344,943 95,305 90,013 81,087 78,538 72,259 266,405 210,108 Total ................................ 1,676,147 426,723 411,472 413,328 424,624 418,917 1,251,523 1,154,483 Net interest income .................... $1,594,613 $415,386 $399,165 $388,792 $391,270 $394,200 $1,203,343 $1,148,126 Annualized net yield on interest-earning assets ............... 4.00% 4.03% 3.99% 3.95% 4.01% 4.11% 3.99% 4.21% AVERAGE BALANCES (millions) Assets: Loans - net of unearned income ........ $ 29,588 $30,660 $30,004 $29,218 $28,470 $ 28,097 $29,963 $27,180 Investment securities ................. 8,719 8,734 8,668 8,795 8,676 8,778 8,733 8,226 Interest-bearing bank balances ........ 454 478 462 456 421 23 465 12 Federal funds sold and securities purchased under resale agreements ..... 234 240 232 241 225 133 237 87 Trading account assets ................ 883 893 825 897 916 1,054 872 915 Total interest-earning assets ........ 39,878 41,005 40,191 39,607 38,708 38,085 40,270 36,420 Cash and due from banks ............... 2,531 2,434 2,521 2,612 2,556 2,530 2,522 2,508 Premises and equipment ................ 631 642 643 633 606 578 640 563 Other assets .......................... 1,925 2,059 1,931 1,802 1,909 1,725 1,931 1,703 Unrealized gains (losses) on securities available-for-sale .................... 101 40 74 188 104 65 100 11 Allowance for loan losses ............. (405) (402) (404) (407) (406) (410) (404) (408) Total assets........................ $ 44,661 $ 45,778 $ 44,956 $44,435 $43,477 $42,573 $45,059 $40,797 Liabilities and shareholders' equity: Interest-bearing demand ............... $ 3,289 $ 3,253 $ 3,272 $ 3,314 $ 3,317 $3,231 $ 3,279 $ 3,246 Savings and money market savings ...... 7,377 7,733 7,505 7,285 6,985 6,689 7,508 6,390 Savings certificates .................. 6,530 6,598 6,487 6,401 6,631 6,698 6,497 6,445 Large denomination certificates ....... 2,487 2,256 2,222 2,675 2,797 1,939 2,384 1,618 Time deposits in foreign offices ...... 962 1,033 849 991 975 795 958 673 Short-term borrowed funds ............. 7,925 8,099 8,216 8,055 7,332 8,593 8,123 7,955 Long-term debt ........................ 5,821 6,454 6,129 5,487 5,213 4,851 6,025 4,797 Total interest-bearing liabilities ... 34,391 35,426 34,680 34,208 33,250 32,796 34,774 31,124 Demand deposits in domestic offices ... 5,384 5,402 5,419 5,365 5,349 5,199 5,396 5,263 Demand deposits in foreign offices .... 3 1 2 4 7 8 2 7 Noninterest-bearing time deposits in domestic offices ................... 5 5 5 3 5 5 4 12 Other liabilities ..................... 1,244 1,313 1,206 1,168 1,290 1,102 1,229 1,037 Shareholders' equity .................. 3,634 3,631 3,644 3,687 3,576 3,463 3,654 3,354 Total liabilities and shareholders' equity ............... $44,661 $45,778 $44,956 $44,435 $43,477 $42,573 $45,059 $40,797 Total deposits ......................... $ 26,037 $ 26,281 $25,761 $26,038 $26,066 $24,564 $26,028 $23,654 8 Period-end loans by category as of September 30, 1996 and the preceding four quarters are presented in the following table. Sept. 30 June 30 March 31 Dec. 31 Sept. 30 $ IN THOUSANDS 1996 1996 1996 1995 1995 Commercial .......................... $10,517,396 $10,280,931 $10,077,465 $ 9,753,450 $ 9,732,697 Tax-exempt .......................... 1,998,718 2,047,475 2,135,806 2,238,538 2,180,577 Total commercial .................. 12,516,114 12,328,406 12,213,271 11,991,988 11,913,274 Direct retail ....................... 772,947 767,154 730,804 755,375 730,523 Indirect retail ..................... 2,562,665 2,582,142 2,612,568 2,543,771 2,516,627 Credit card ......................... 4,377,293 4,180,440 3,967,603 3,917,997 4,115,406 Other revolving credit .............. 355,254 358,636 349,897 353,727 350,918 Total retail ...................... 8,068,159 7,888,372 7,660,872 7,570,870 7,713,474 Construction ........................ 874,928 808,866 731,630 745,776 750,919 Commercial mortgages ................ 4,296,306 4,130,537 3,982,332 3,855,095 3,724,937 Residential mortgages ............... 4,546,274 4,405,219 4,256,396 4,213,556 4,165,402 Total real estate ................. 9,717,508 9,344,622 8,970,358 8,814,427 8,641,258 Lease financing ..................... 745,673 644,087 583,403 493,756 421,878 Foreign ............................. 501,349 467,154 441,087 390,112 322,368 Total loans ...................... $31,548,803 $30,672,641 $29,868,991 $29,261,153 $29,012,252 Managed credit card receivables at September 30, 1996 totaled $5.002 billion, including $625 million of net securitized loans, compared with $4.240 billion, including $125 million of net securitized loans, one year earlier. At June 30, 1996, managed credit card receivables were $4.805 billion, including $625 million of net securitized loans. Investment securities for the third quarter declined modestly year over year, primarily the result of continued good expansion of the loan portfolio. Year to date, investment securities remained higher by $507 million or 6.2 percent. Compared with the second quarter, investment securities were up $66 million or less than 1 percent. Investment securities at September 30, 1996 by category are presented below. $ IN THOUSANDS Securities available-for-sale at market value: U.S. Government and agency. . . . . . . . . . . . . . . . . $5,185,104 Mortgage backed securities. . . . . . . . . . . . . . . . . . 1,595,091 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 395,889 Total securities available-for-sale. . . . . . . . . . . . 7,176,084 Securities held-to-maturity: Mortgage backed securities. . . . . . . . . . . . . . . . . 1,149,431 State and municipal. . . . . . . . . . . . . . . . . . . . . . 252,713 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,828 Total securities held-to-maturity. . . . . . . . . . . . . 1,403,972 Total investment securities. .. . . . . . . . . . . . . . $8,580,056 The decline in held-to-maturity securities and increase in available-for- sale securities from year-earlier levels principally reflects a reclassification in the 1995 fourth quarter of held-to-maturity securities with a book value of $2.720 billion to available-for-sale securities. The one-time reclassification was made following issuance by the Financial Accounting Standards Board of "A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities." At September 30, 1996, securities held-to- maturity had a market value of $1.462 billion, representing a $58 million appreciation over book value. Securities available-for-sale marked to fair market value under Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (FASB 115), had an unrealized gain of $53.375 million, pretax, and $32.924 million, net of tax, on the same date. Average securities available-for-sale had an unrealized gain of $39.830 million, pretax, and $24.358 million, net of tax, for the third quarter and $100.297 million, pretax, and $61.099 million, net of tax, for the first nine months. Interest expense rose $7.806 million or a modest 1.9 percent for the quarter and $97.040 million or 8.4 percent year to date. Higher levels of interest- bearing liabilities, primarily time deposits and long-term debt, accounted for the increases in both periods, which were moderated partially by a lower average rate paid. 9 TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS - THIRD QUARTER* TABLE 5 Variance Average Volume Average Rate Interest Attributable to 1996 1995 1996 1995 1996 1995 Variance Rate Volume (Millions) INTEREST INCOME (Thousands) Loans: $ 9,974 $ 9,302 7.05 7.32 Commercial . . . . . . . . . . . . . . . . $ 176,809 $ 171,542 $ 5,267 $ (6,502) $11,769 1,991 2,117 8.82 10.50 Tax-exempt . . . . . . . . . . . . . . . . 44,127 56,008 (11,881) (8,603) (3,278) 11,965 11,419 7.35 7.91 Total commercial. . . . . . . . . . . 220,936 227,550 (6,614) (16,783) 10,169 766 732 9.41 9.32 Direct retail . . . . . . . . . . . . . . 18,115 17,195 920 156 764 2,563 2,493 8.45 8.41 Indirect retail . . . . . . . . . . . . . 54,414 52,836 1,578 224 1,354 4,270 4,064 12.30 12.28 Credit card. . . . . . . . . . . . . . . . 132,021 125,739 6,282 191 6,091 354 345 12.15 12.64 Other revolving credit . . . . . . . . . . 10,827 11,000 (173) (447) 274 7,953 7,634 10.77 10.75 Total retail. . . . . . . . . . . . . 215,377 206,770 8,607 358 8,249 831 698 8.99 9.79 Construction . . . . . . . . . . . . . . . 18,783 17,235 1,548 (1,483) 3,031 4,219 3,696 8.22 8.55 Commercial mortgages . . . . . . . . . . 87,206 79,673 7,533 (3,164) 10,697 4,526 4,091 8.39 8.53 Residential mortgages . . . . . . . . . . 95,381 87,934 7,447 (1,473) 8,920 9,576 8,485 8.37 8.64 Total real estate . . . . . . . . . . . 201,370 184,842 16,528 (5,950) 22,478 678 236 8.74 8.56 Lease financing . . . . . . . . . . . . . 14,900 5,095 9,805 106 9,699 488 323 7.04 7.29 Foreign . . . . . . . . . . . . . . . . . 8,637 5,942 2,695 (208) 2,903 30,660 28,097 8.58 8.90 Total loans . . . . . . . . . . . . .. 661,220 630,199 31,021 (23,361) 54,382 Investment securities: Held-to-maturity: -- 2,487 -- 6.70 U.S. Government and agency . . . . . . -- 42,029 (42,029) -- (42,029) 1,178 1,552 8.02 7.98 Mortgage backed securities . . . . . . 23,728 31,231 (7,503) 151 (7,654) 255 395 11.10 11.67 State and municipal . . . . . . . . . . 7,113 11,625 (4,512) (536) (3,976) 2 16 7.89 5.57 Other . . . . . . . . . . . . . . . . . 40 221 (181) 65 (246) 1,435 4,450 8.56 7.59 Total securities held-to-maturity . 30,881 85,106 (54,225) 9,523 (63,748) Available-for-sale:** 5,344 3,246 6.73 7.17 U.S. Government and agency . . . 90,408 58,631 31,777 (3,743) 35,520 1,584 910 7.05 7.31 Mortgage backed securities . . . . 28,088 16,761 11,327 (606) 11,933 371 172 6.55 6.22 Other . . . . . . . . . . . . . . . . 6,108 2,689 3,419 146 3,273 7,299 4,328 6.79 7.16 Total securities available-for-sale 124,604 78,081 46,523 (4,165) 50,688 8,734 8,778 7.08 7.38 Total investment securities . . . 155,485 163,187 (7,702) (6,852) (850) 478 23 7.77 8.03 Interest-bearing bank balances . . . . . 9,329 473 8,856 (16) 8,872 Federal funds sold and securities purchased under 240 133 5.44 5.83 resale agreements . . . . . . . . . . . . 3,275 1,959 1,316 (137) 1,453 893 1,054 5.70 6.51 Trading account assets . . . . . . . . . . . 12,800 17,299 (4,499) (1,999) (2,500) $41,005 $38,085 8.17 8.47 Total interest-earning assets . . . . . . 842,109 813,117 28,992 (29,781) 58,773 INTEREST EXPENSE $ 3,253 $ 3,231 1.41 1.82 Interest-bearing demand . . . . . . . . . . 11,537 14,845 (3,308) (3,401) 93 7,733 6,689 3.53 3.70 Savings and money market savings . . . . . 68,561 62,425 6,136 (2,984) 9,120 6,598 6,698 5.68 5.92 Savings certificates . . . . . . . . . . . 94,149 99,999 (5,850) (4,258) (1,592) 2,256 1,939 3.94 5.87 Large denomination certificates . . . . . . .. 33,770 28,679 5,091 429 4,662 Total time deposits in 19,840 18,557 4.17 4.40 domestic offices . . . . . . . . . . . . .. 208,017 205,948 2,069 (11,221) 13,290 1,033 795 5.27 5.64 Time deposits in foreign offices . . . . . . 13,676 11,299 2,377 (774) 3,151 20,873 19,352 4.23 4.45 Total time deposits . . . . . . . . . . . . 221,693 217,247 4,446 (11,306) 15,752 Federal funds purchased and securities sold under 6,443 5,687 5.43 6.00 repurchase agreements . . . . . . . . . . 87,891 86,062 1,829 (8,661) 10,490 606 557 4.87 5.45 Commercial paper . . . . . . . . . . . . . .. 7,414 7,654 (240) (859) 619 1,050 2,349 5.46 6.03 Other short-term borrowed funds . . . . . . 14,420 35,695 (21,275) (3,048) (18,227) Total short-term 8,099 8,593 5.39 5.98 borrowed funds . . . . . . . . . . . . . 109,725 129,411 (19,686) (12,345) (7,341) 4,827 3,765 5.73 5.70 Bank notes . . . . . . . . . . . . . . . . . 69,537 54,109 15,428 277 15,151 1,627 1,086 6.30 6.63 Other long-term debt . . . . . . . . . . . . 25,768 18,150 7,618 (933) 8,551 6,454 4,851 5.87 5.91 Total long-term debt . . . . . . . . . . .. 95,305 72,259 23,046 (486) 23,532 $35,426 $32,796 4.79 5.07 Total interest-bearing liabilities . . . . . 426,723 418,917 7,806 (23,908) 31,714 3.38 3.40 Interes rate spread Net yield on interest-earning 4.03 4.11 assets and net interest income . . . . . . ..$415,386 $394,200 $21,186 (7,815) 29,001 *Interest income and yields are presented on a fully taxable equivalent basis using the federal income tax rate and state tax rates, as applicable, reduced by the nondeductible portion of interest expense **Volume amounts are reported at amortized cost; excludes pretax unrealized gains of $40 million in 1996 and $65 million in 1995 10 TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS - NINE MONTHS* TABLE 6 Variance Average Volume Average Rate Interest Attributable to 1996 1995 1996 1995 1996 1995 Variance Rate Volume (Millions) INTEREST INCOME (Thousands) Loans: $ 9,840 $ 9,083 7.05 7.49 Commercial . . . . . . . . . . . . . . . . $ 519,182 $ 508,921 $ 10,261 ($30,702) $ 40,963 2,073 1,888 8.91 9.99 Tax-exempt . . . . . . . . . . . . . . . 138,237 141,146 (2,909) (15,991) 13,082 11,913 10,971 7.37 7.92 Total commercial . . . . . . . . . . . 657,419 650,067 7,352 (46,309) 53,661 753 732 9.40 9.18 Direct retail . . . . . . . . . . . . . .. 52,969 50,210 2,759 1,284 1,475 2,578 2,415 8.29 8.22 Indirect retail . . . . . . . . . . . . . 159,929 148,513 11,416 1,328 10,088 4,092 4,004 11.88 12.36 Credit card . . . . . . . . . . . . . . . 363,779 370,139 (6,360) (14,376) 8,016 354 342 12.22 12.64 Other revolving credit . . . . . . . . . .. 32,372 32,379 (7) (1,083) 1,076 7,777 7,493 10.46 10.73 Total retail . . . . . . . . . . . . . . 609,049 601,241 7,808 (14,605) 22,413 759 611 9.20 9.83 Construction . . . . . . . . . . . . . . 52,286 44,966 7,320 (3,012) 10,332 4,086 3,638 8.28 8.63 Commercial mortgages . . . . . . . . . . .. 253,379 234,827 18,552 (9,495) 28,047 4,365 3,968 8.44 8.32 Residential mortgages . . . . . . . . . . . 275,709 246,834 28,875 3,840 25,035 9,210 8,217 8.43 8.57 Total real estate . . . . . . . . . . . 581,374 526,627 54,747 (8,036) 62,783 608 209 9.11 8.21 Lease financing . . . . . . . . . . . . . . 41,488 12,849 28,639 1,572 27,067 455 290 7.04 7.49 Foreign . . . . . . . . . . . . . . . . . . 24,001 16,217 7,784 (998) 8,782 29,963 27,180 8.53 8.89 Total loans . . . . . . . . . . . . . . 1,913,331 1,807,001 106,330 (73,396) 179,726 Investment securities: Held-to-maturity: - 2,490 - 6.79 U.S. Government and agency . . . . . . - 126,533 (126,533) - (126,533) 1,221 1,437 8.07 8.03 Mortgage backed securities . . . . . .. 73,725 86,328 (12,603) 467 (13,070) 282 453 11.19 11.97 State and municipal . . . . . . . . . . 23,630 40,535 (16,905) (2,474) (14,431) 2 15 8.37 5.95 Other . . . . . . . . . . . . . . . . . 139 672 (533) 199 (732) 1,505 4,395 8.65 7.73 Total securities held-to-maturity . 97,494 254,068 (156,574) 27,538 (184,112) Available-for-sale:** 5,438 2,782 6.80 6.79 U.S. Government and agency . . . . . . . 276,794 141,221 135,573 392 135,181 1,570 832 7.05 6.35 Mortgage backed securities . . . . . . . 82,854 39,503 43,351 4,850 38,501 220 217 6.29 6.35 Other . . . . . . . . . . . . . . . . . 10,369 10,300 69 (91) 160 7,228 3,831 6.84 6.67 Total securities available-for-sale . 370,017 191,024 178,993 5,223 173,770 8,733 8,226 7.15 7.23 Total investment securities . . . . 467,511 445,092 22,419 (4,754) 27,173 465 12 7.92 7.78 Interest-bearing bank balances . . . .. 27,605 679 26,926 14 26,912 Federal funds sold and securities purchased under 237 87 5.45 6.01 resale agreements . . . . . . . . .. 9,680 3,924 5,756 (396) 6,152 872 915 5.63 6.71 Trading account assets . . . . . . . . 36,739 45,913 (9,174) (7,098) (2,076) $40,270 $36,420 8.14 8.45 Total interest-earning assets . . . 2,454,866 2,302,609 152,257 (84,665) 236,922 INTEREST EXPENSE $ 3,279 $ 3,246 1.43 1.80 Interest-bearing demand . . . . . . . . .. 35,122 43,624 (8,502) (8,949) 447 7,508 6,390 3.53 3.65 Savings and money market savings . . . . . 198,473 174,598 23,875 (5,847) 29,722 6,497 6,445 5.70 5.64 Savings certificates . . . . . . . . . . 277,301 271,642 5,659 3,502 2,157 2,384 1,618 5.96 5.69 Large denomination certificates . . . . . 106,267 68,916 37,351 3,360 33,991 Total time deposits in 19,668 17,699 4.19 4.22 domestic offices . . . . . . . .. 617,163 558,780 58,383 (3,408) 61,791 958 673 5.27 5.62 Time deposits in foreign offices . . . . . 37,810 28,309 9,501 (1,820) 11,321 20,626 18,372 4.24 4.27 Total time deposits . . . . . . . . 654,973 587,089 67,884 (3,684) 71,568 Federal funds purchased and securities sold under 6,290 5,459 5.46 6.02 repurchase agreements . . . . . . . . 257,055 245,789 11,266 (24,015) 35,281 572 486 4.89 5.56 Commercial paper . . . . . . . . . . . . . . 20,941 20,182 759 (2,581) 3,340 1,261 2,010 5.52 6.07 Other short-term borrowed funds . . . . . . 52,149 91,315 (39,166) (7,609) (31,557) Total short-term 8,123 7,955 5.43 6.01 borrowed funds . . . . . . . . . . .. 330,145 357,286 (27,141) (34,600) 7,459 4,594 3,855 5.73 5.63 Bank notes . . . . . . . . . . . . . . . .. .196,953 162,446 34,507 2,860 31,647 1,431 942 6.48 6.77 Other long-term debt . . . . . . . . . . ... 69,452 47,662 21,790 (2,010) 23,800 6,025 4,797 5.91 5.86 Total long-term debt . . . . . . . .. 266,405 210,108 56,297 2,015 54,282 $34,774 $31,124 4.81 4.96 Total interest-bearing liabilities . 1,251,523 1,154,483 97,040 (35,140) 132,180 3.33 3.49 Interest rate spread Net yield on interest-earning assets 3.99 4.21 and net interest income . . . . . . . . .$1,203,343 $1,148,126 $ 55,217 (61,927) 117,144 * Interest income and yields are presented on a fully taxable equivalent basis using the federal income tax rate and state tax rates, as applicable, reduced by the nondeductible portion of interest expense ** Volume amounts are reported at amortized cost; excludes pretax unrealized gains of $100 million in 1996 and $11 million in 1995 11 Interest-bearing liabilities increased $2.630 billion or 8 percent for the third period and $3.650 billion or 11.7 percent for the first nine months, while the average rate paid declined 28 basis points and 15 basis points, respectively. Interest expense was up $15.251 million or 3.7 percent from the second quarter, reflecting growth of $746 million or 2.2 percent in interest- bearing liabilities and a rise of 2 basis points in the average rate paid. Interest-bearing time deposits for the quarter and first nine months grew $1.521 billion or 7.9 percent and $2.254 billion or 12.3 percent, respectively. Gains in both periods occurred primarily in savings and money market savings, which expanded $1.044 billion or 15.6 percent for the three months and $1.118 billion or 17.5 percent year to date. Growth was fueled largely by Wachovia's Premiere account, a federally insured savings account offering money market rates. Good increases also occurred for the quarter and first nine months in large denomination certificates and foreign time deposits, with modest gains recorded in interest-bearing demand deposits. Savings certificates declined modestly for the quarter but remained largely unchanged year to date. Compared with the second quarter, interest-bearing time deposits increased $538 million or 2.6 percent, led by savings and money market savings, foreign time deposits and savings certificates. Short-term borrowings were lower by $494 million or 5.7 percent for the third period but were up $168 million or 2.1 percent year to date. Federal funds purchased and securities sold under repurchase agreements and commercial paper borrowings increased in both periods, while other short-term borrowings, largely short-term bank notes, declined. Short-term borrowings decreased modestly from the second quarter, primarily due to a reduction of short-term bank notes. The decline in short-term bank notes both year over year and from the second quarter reflects the corporation's decision to lengthen maturities of its debt instruments. Short-term bank notes are part of Wachovia Bank of North Carolina's $16 billion global bank note program, consisting of both short- and medium-term issues. At September 30, 1996, short-term bank notes totaled $266 million with an average cost of 5.38 percent and an average maturity of 8.9 months compared with $1.825 billion in outstandings with an average cost of 5.87 percent and an average maturity of 1.4 months one year earlier. Medium-term bank notes, classified as part of long-term debt, were $4.529 billion on the same date and had an average cost of 5.68 percent and an average maturity of 1.38 years versus $3.926 billion in outstandings with an average cost of 5.69 percent and an average maturity of 1.4 years at third-quarter close 1995. Included in medium- term bank notes at September 30, 1996 were $500 million of five-year floating rate bank notes issued in Europe in May and $100 million of two-year fixed rate notes issued in Europe in August. The floating rate notes were priced to yield three-month LIBOR plus 4 basis points to the investor, and the fixed rate notes have a coupon rate of 6.375 percent. In October 1996, an additional $250 million of fixed rate medium-term notes was issued in Europe. The notes have a 12-year maturity and a coupon rate of 7 percent. All of the medium-term bank notes are rated Aa2 by Moody's and AA+ by Standard & Poor's. Long-term debt increased $1.603 billion or 33 percent for the quarter and $1.228 billion or 25.6 percent for the first nine months. Growth occurred both in medium-term bank notes, up $1.062 billion or 28.2 percent for the third period and $739 million or 19.2 percent year to date, and in other long-term debt, which rose $541 million or 49.8 percent for the three months and $489 million or 51.9 percent for the first nine months. Other long-term debt includes $250 million of 30-year subordinated debentures with a 10-year put option issued in the fourth quarter of 1995. Long-term debt was higher by $325 million or 5.3 percent from the second quarter. Gross deposits averaged $26.281 billion for the third period and $26.028 billion for the first nine months, up $1.717 billion or 7 percent and $2.374 billion or 10 percent, respectively, from the same periods in 1995. Collected deposits, net of float, averaged $24.463 billion for the three months and $24.206 billion year to date, higher by $1.683 billion or 7.4 percent and $2.295 billion or 10.5 percent from the same respective periods a year earlier. ASSET AND LIABILITY MANAGEMENT AND INTEREST RATE SENSITIVITY The corporation uses a number of tools to measure interest rate risk, including monitoring the difference or gap between rate sensitive assets and liabilities over various time periods, monitoring the change in present value of the asset and liability portfolios under various rate scenarios and simulating net interest income under the same rate scenarios. Management believes that rate risk is best measured by simulation modeling 12 which calculates expected net interest income based on projected interest- earning assets, interest-bearing liabilities, off-balance sheet financial instruments and interest rates. The corporation monitors exposure to a gradual change in rates of 200 basis points up or down over a rolling 12-month period and an interest rate shock of an instantaneous change in rates of 200 basis points up or down over the same period. From time to time, the model horizon is expanded to a 24-month period. The corporation policy limit for the maximum negative impact on net interest income from a gradual change in interest rates of 200 basis points over 12 months is 7.5 percent. Management generally has maintained a risk position well within the policy guideline level. As of September 30, 1996, the model indicated the impact of a 200 basis point gradual rise in rates over 12 months would approximate a .7 percent decrease in net interest income, while a 200 basis point decline in rates over the same period would approximate a .7 percent increase from an unchanged rate environment. In addition to on-balance sheet instruments such as investment securities and purchased funds, the corporation uses off-balance sheet derivative instruments to manage interest rate risk, liquidity and net interest income. Off-balance sheet instruments include interest rate swaps, futures and options with indices that directly correlate to on-balance sheet instruments. The corporation has used off-balance sheet financial instruments, principally interest rate swaps, over a number of years and believes their use on a sound basis enhances the effectiveness of asset and liability and interest rate sensitivity management. Off-balance sheet asset and liability derivative transactions are based on referenced or notional amounts. At September 30, 1996, the corporation had $1.752 billion notional amount of derivatives outstanding for asset and liability management purposes, all of which represent interest rate swaps. Credit risk of off-balance sheet derivative financial instruments is equal to the fair value gain of the instrument if a counterparty fails to perform. The credit risk is normally a small percentage of the notional amount and fluctuates as interest rates move up or down. The corporation mitigates this risk by subjecting the transactions to the same rigorous approval and monitoring process as is used for on-balance sheet credit transactions, by dealing in the national market with highly rated counterparties, by executing all transactions under International Swaps and Derivatives Association Master Agreements and by using collateral instruments to reduce exposure. Collateral is delivered by either party when the fair value of a particular transaction or group of transactions with the same counterparty on a net basis exceeds an acceptable threshold of exposure. The threshold level is determined based on the strength of the individual counterparty. The fair value of all asset and liability derivative positions for which the corporation was exposed to counterparties totaled $10 million at September 30, 1996. The fair value of all asset and liability derivative positions for which counterparties were exposed to the corporation amounted to $18 million on the same date. Fair value details and additional asset and liability derivative information are included in the following tables. Estimated Fair Value of Asset and Liability Management Derivatives by Purpose September 30, 1996 September 30, 1995 Notional Fair Value Fair Value Net Fair Value Notional Net Fair Value $ IN MILLIONS Value Gains (Losses) Gains (Losses) Value Gains (Losses) Convert floating rate liabilities to fixed: Swaps-pay fixed/receive floating .................... $ 82 $ 1 $ (3) ($ 2) $124 $ (3) Caps purchased-pay fixed/receive floating ........... -- -- -- -- 15 -- Convert fixed rate assets to floating: Swaps-pay fixed/receive floating .................... 370 -- (4) (4) 402 (3) Forward starting swaps-pay fixed/receive floating ... 39 -- (2) (2) 58 (4) Convert fixed rate liabilities to floating: Swaps-receive fixed/pay floating .................... 400 2 (9) (7) 200 (2) Convert term liabilities with quarterly rate resets to monthly: Swaps-receive floating/pay floating ................. 300 -- -- -- -- -- Convert floating rate assets to fixed: Swaps-receive fixed/pay floating .................... 311 2 -- 2 218 -- Index amortizing swaps-receive fixed/pay floating ... 250 5 -- 5 325 12 Total derivatives .................................. $1,752 $10 ($18) ($8) $1,342 $-- 13 Maturity Schedule of Asset and Liability Management Derivatives September 30, 1996 Within Over Average One Two Three Four Five Five Life $ IN MILLIONS Year Years Years Years Years Years Total (Years) Interest rate swaps: Pay fixed/receive floating: Notional amount ........................ $ 360 $ 14 $ 14 $ 14 $ 7 $ 43 $ 452 1.37 Weighted average rates received ........ 4.42% 5.82% 5.75% 5.72% 6.08% 5.59% 4.69% Weighted average rates paid ............. 7.36 6.49 6.64 7.19 9.26 7.79 7.37 Receive fixed/pay floating: Notional amount ........................ $ 101 $ 152 $ 101 $ 151 $ 104 $ 102 $ 711 4.01 Weighted average rates received ........ 6.79% 6.58% 6.59% 7.42% 6.53% 6.37% 6.75% Weighted average rates paid ............. 5.52 5.71 5.68 5.53 5.61 5.93 5.66 Receive floating/pay floating: Notional amount ........................ -- -- -- -- $ 300 -- $ 300 4.68 Weighted average rates received ......... -- -- -- -- 5.56% -- 5.56% Weighted average rates paid ............. -- -- -- -- 5.44 -- 5.44 Index amortizing swaps:* Receive fixed/pay floating: Notional amount ........................ $ 99 $ 112 $ 11 $ 11 $ 17 -- $ 250 1.55 Weighted average rates received ........ 7.88% 8.47% 8.40% 8.07% 8.56% -- 8.22% Weighted average rates paid ............. 5.68 5.63 5.64 5.66 5.63 -- 5.65 Total interest rate swaps: Notional amount ......................... $ 560 $ 278 $ 126 $ 176 $ 428 $ 145 $ 1,713 3.07 Weighted average rates received ......... 5.46% 7.30% 6.65% 7.32% 5.93% 6.13% 6.21% Weighted average rates paid .............. 6.73 5.72 5.79 5.68 5.55 6.49 6.07 Forward starting interest rate swaps: Notional amount ......................... -- -- -- -- -- $ 39 $ 39 7.52 Weighted average rates received .......... -- -- -- -- -- 8.03% 8.03% Total derivatives (notional amount) ... $ 560 $ 278 $ 126 $ 176 $ 428 $ 184 $ 1,752 3.17 * Maturity is based upon expected average lives rather than contractual lives. Asset and liability transactions are accounted for following hedge accounting rules. Accordingly, gains and losses related to the fair value of derivative contracts used for asset and liability management purposes are not immediately recognized in earnings. If the hedged or altered balance sheet amounts were marked to market, the resulting unrealized balance sheet gains or losses could be expected to offset unrealized derivatives gains and losses. NONPERFORMING ASSETS Nonperforming assets at September 30, 1996 were $78.150 million or .25 percent of loans and foreclosed property. The total represented an increase of $2.701 million or 3.6 percent from one year earlier and was higher by $5.505 million or 7.6 percent from June 30, 1996. Real estate nonperforming assets included in the September 30, 1996 total were $61.689 million or .63 percent of real estate loans and foreclosed real estate. This compared with $60.813 million or .70 percent one year earlier and with $57.897 million or .62 percent at second-quarter close. Real estate nonperforming loans were $51.002 million at the end of the 1996 third quarter, $47.142 million one year earlier and $45.391 million at June 30, 1996. Commercial real estate nonperforming assets were $34.932 million or .68 percent of related loans and foreclosed real estate versus $32.904 million or .73 percent at third-quarter close 1995 and $34.498 million or .70 percent at the end of the second quarter. Included in these amounts were commercial real estate nonperforming loans of $29.171 million at September 30, 1996, $28.121 million one year earlier and $27.392 million at June 30, 1996. 14 NONPERFORMING ASSETS AND CONTRACTUALLY PAST DUE LOANS TABLE 7 (thousands) Sept. 30 June 30 March 31 Dec. 31 Sept. 30 1996 1996 1996 1995 1995 NONPERFORMING ASSETS Cash-basis assets - domestic borrowers .............................61,283* $ 55,219 $ 57,867 $ 53,547 $ 57,524 Restructured loans - domestic ...................................... -** -- -- -- -- Total nonperforming loans .........................................61,283 55,219 57,867 53,547 57,524 Foreclosed property: Foreclosed real estate ............................................12,852 15,162 17,209 14,468 16,651 Less valuation allowance .......................................... 2,165 2,656 2,819 2,863 2,980 Other foreclosed assets ........................................... 6,180 4,920 5,295 4,212 4,254 Total foreclosed property .........................................16,867 17,426 19,685 15,817 17,925 Total nonperforforming assets .....................................$78,150*** $72,645 $77,552 $69,364 $75,449 Nonperforming loans to period-end loans ............................ .19% .18% .19% .18% .20% Nonperforming assets to period-end loans and foreclosed property ... .25 .24 .26 .24 .26 Period-end allowance for loan losses times nonperforming loans ..... 6.68X 7.41x 7.07x 7.63x 7.10x Period-end allowance for loan losses times nonperforming assets .... 5.24 5.63 5.27 5.89 5.42 CONTRACTUALLY PAST DUE LOANS (accruing loans past due 90 days or more) Domestic borrrowers ...............................................$53,304 $63,317 $57,415 $48,970 $47,058 * Includes $20,154 of loans which have been defined as impaired per FASB Statement No. 114, Accounting for Impairment of a Loan ** Excludes $199 of loans which have been renegotiated at market rates and have been reclassified to performing status *** Net of cumulative corporate and commercial real estate charge-offs and foreclosed real estate write-downs totaling $14,415; includes $3,535 of nonperforming assets on which interest and principal are paid current PROVISION AND ALLOWANCE FOR LOAN LOSSES The provision for loan losses was $40.730 million for the quarter and $102.468 million for the first nine months, up $17.551 million or 75.7 percent and $28.849 million or 39.2 percent, respectively, from year-earlier periods and higher by $6.326 million or 18.4 percent from the 1996 second quarter. The provision reflects management's assessment of the adequacy of the allowance for loan losses to absorb potential write-offs in the loan portfolio due to a deterioration in credit conditions or change in risk profile. Net loan losses for the third period were $40.664 million or .53 percent annualized of average loans, an increase of $17.536 million or 75.8 percent from $23.128 million or .33 percent of average loans in the same three months of 1995. Year to date, net loan losses totaled $102.205 million or .45 percent of average loans, up $31.138 million or 43.8 percent from $71.067 million or .35 percent of loans a year earlier. Increases in both periods reflected higher losses primarily in consumer loans, with reduced recoveries also a factor for the third quarter. Compared with the second quarter, net loan losses rose $6.337 million or 18.5 percent, due largely to an increase in credit card and commercial charge-offs and to lower recoveries of real estate loan losses. Excluding credit cards, net loan losses totaled $6.460 million or .10 percent of average loans for the third quarter and $8.379 million or .04 percent for the first nine months versus net recoveries of $1.089 million or .02 percent and net losses of $7.979 million or .05 percent in the same respective periods of 1995 and net losses of $2.583 million or .04 percent in the 1996 second quarter. Credit card net charge-offs for the third period were $34.204 million or 3.20 percent annualized of average credit card receivables, up $9.987 million or 41.2 percent from $24.217 million or 2.38 percent a year earlier. For the first nine months, credit card net loan losses totaled $93.826 million or 3.06 percent of average credit card loans, an increase of $30.738 million or 48.7 percent from $63.088 million or 2.10 percent of average outstandings in the same period of 1995. Heavy debt burdens in the consumer sector are increasingly evident across the credit card industry as delinquencies and charge-offs continue to rise. Other retail loan net charge-offs, associated with direct and indirect retail loans, were $4.177 million or .50 percent of average related receivables for the quarter and $12.322 million or .49 percent year to date, higher by $1.624 15 million or 63.6 percent and $4.820 million or 64.2 percent, respectively, from year-earlier periods. Real estate loans had net recoveries of $1.384 million or .06 percent for the three months and $8.323 million or .12 percent for the first nine months versus net recoveries of $2.495 million or .12 percent and $403 thousand or .01 percent, respectively, in 1995. ALLOWANCE FOR LOAN LOSSES (thousands) TABLE 8 1996 1995 Nine Months Ended Third Second First Fourth Third September 30 Quarter Quarter Quarter Quarter Quarter 1996 1995 SUMMARY OF TRANSACTIONS Balance at beginning of period ....................... $409,205 $408,928 $408,808 $408,684 $408,633 $408,808 $406,132 Additions from acquisitions .......................... -- 200 -- -- -- 200 -- Provision for loan losses ............................ 40,730 34,404 27,334 30,172 23,179 102,468 73,619 Deduct net loan losses: Loans charged off: Commercial .......................................... 2,748 324 65 1,662 431 3,137 2,621 Credit card ......................................... 38,783 36,343 31,902 29,292 27,424 107,028 72,684 Other revolving credit .............................. 1,790 1,346 1,092 1,239 1,202 4,228 3,065 Other retail ........................................ 5,556 4,840 5,495 4,747 3,609 15,891 10,549 Real estate ......................................... 191 1,371 134 1,332 526 1,696 6,416 Lease financing ..................................... 348 235 377 56 99 960 836 Foreign ............................................. -- -- -- -- -- -- -- Total .............................................. 49,416 44,459 39,065 38,328 33,291 132,940 96,171 Recoveries: Commercial .......................................... 666 1,198 860 894 2,561 2,724 4,656 Credit card ......................................... 4,579 4,599 4,024 3,365 3,207 13,202 9,596 Other revolving credit .............................. 495 290 283 278 273 1,068 862 Other retail ........................................ 1,379 1,138 1,052 913 1,056 3,569 3,047 Real estate ......................................... 1,575 2,866 5,578 2,804 3,021 10,019 6,819 Lease financing ..................................... 58 41 54 26 45 153 116 Foreign ............................................. -- -- -- -- -- -- 8 Total .............................................. 8,752 10,132 11,851 8,280 10,163 30,735 25,104 Net loan losses ..................................... 40,664 34,327 27,214 30,048 23,128 102,205 71,067 Balance at end of period* ............................ $409,271 $409,205 $408,928 $408,808 $408,684 $409,271 $408,684 NET LOAN LOSSES (RECOVERIES) BY CATEGORY Commercial .......................................... $ 2,082 $ (874) $ (795) $ 768 $ (2,130) $ 413 $ (2,035) Credit card ......................................... 34,204 31,744 27,878 25,927 24,217 93,826 63,088 Other revolving credit .............................. 1,295 1,056 809 961 929 3,160 2,203 Other retail ........................................ 4,177 3,702 4,443 3,834 2,553 12,322 7,502 Real estate ......................................... (1,384) (1,495) (5,444) (1,472) (2,495) (8,323) (403) Lease financing ..................................... 290 194 323 30 54 807 720 Foreign ............................................. -- -- -- -- -- -- (8) Total............................................. $ 40,664 $34,327 $27,214 $ 30,048 $ 23,128 $102,205 $ 71,067 Net loan losses - excluding credit cards ............ $ 6,460 $ 2,583 $ (664) $ 4,121 $ (1,089) $ 8,379 $ 7,979 ANNUALIZED NET LOAN LOSSES (RECOVERIES) TO AVERAGE LOANS BY CATEGORY Commercial .......................................... .07% (.03%) (.03%) .03% (.07%) -% (.02%) Credit card ......................................... 3.20 3.14 2.82 2.73 2.38 3.06 2.10 Other revolving credit .............................. 1.46 1.19 .92 1.10 1.08 1.19 .86 Other retail ........................................ .50 .44 .54 .47 .32 .49 .32 Real estate ......................................... (.06) (.07) (.25) (.07) (.12) (.12) (.01) Lease financing ..................................... .17 .13 .24 .03 .09 .18 .46 Foreign ............................................. -- -- -- -- -- -- -- Total loans ......................................... .53 .46 .37 .42 .33 .45 .35 Total loans - excluding credit cards ................ .10 .04 (.01) .07 (.02) .04 .05 Period-end allowance to outstanding loans ........... 1.30 1.33 1.37 1.40 1.41 1.30 1.41 *Includes the related allowance for credit losses for impaired loans as defined in FASB 114, "Accounting by Creditors for Impairment of a Loan," of $1,453 at September 30, 1996, $791 at June 30, 1996, $883 at March 31, 1996, $916 at December 31, 1995 and $916 at September 30, 1995 16 Selected data on the corporation's managed credit card portfolio, which includes securitized loans, is presented in the following table. Managed Credit Card Data 1996 1995 Nine Months Ended Third Second First Fourth Third September 30 $ IN THOUSANDS Quarter Quarter Quarter Quarter Quarter 1996 1995 Average credit card outstandings ......$4,895,000 $4,670,000 $4,583,000 $4,286,000 $4,189,000 $4,717,000 $ 4,129,000 Net loan losses ....................... 39,370 36,733 32,359 29,164 24,832 108,462 64,208 Annualized net loan losses to average loans ........................ 3.22% 3.15% 2.82% 2.72% 2.37% 3.07% 2.07% Delinquencies (30 days or more) to period-end loans .................. 2.26 2.01 2.30 1.93 1.74 2.26 1.74 At September 30, 1996, the allowance for loan losses was $409.271 million or 1.30 percent of period-end loans and 668 percent of nonperforming loans. This compared with $408.684 million, 1.41 percent and 710 percent, respectively, one year earlier and with $409.205 million, 1.33 percent and 741 percent, respectively, at June 30, 1996. NONINTEREST INCOME Total other operating revenue grew $27.363 million or 16.1 percent for the third quarter and $86.666 million or 17.6 percent year to date, reflecting stronger sales efforts, focused technology enhancements and some new fee pricing. Good gains were achieved in both periods in all categories except mortgage fee income and trading account profits, with strong results particularly in deposit account service charges, credit card fee income, electronic banking and investment fee income. Total other operating revenue declined a modest $817 thousand or under 1 percent from the second quarter, which included a $9.575 million gain from the sale of the corporation's bond trustee business to The Bank of New York. Excluding this one-time gain, total other operating revenue increased $8.758 million or 4.6 percent from the second quarter. Deposit account service charge revenues rose $9.869 million or 18.8 percent for the third period and $26.062 million or 17 percent year to date. Increases occurred primarily in overdraft charges, commercial analysis fees and insufficient funds charges. Improved collections largely accounted for the rise in overdraft charges, while expanded sales contributed to the growth in commercial analysis fees. Credit card fee income increased $5.909 million or 19 percent and $11.468 million or 12.5 percent for the three and nine months, respectively. Gains in both periods largely reflected good growth in interchange income, higher overlimit charges and expanded net revenues received in the form of excess servicing fees on securitized loans. Electronic banking revenues, consisting of fees from debit card and ATM usage, were up $3.948 million or 44.1 percent for the third quarter and $9.765 million or 39 percent year to date. Growth was driven primarily by new surcharges on noncustomers for ATM usage and by higher levels of debit card interchange income. Investment fee income rose $1.455 million or 16.7 percent for the third period and $11.945 million or 62 percent for the first nine months. Gains in both periods largely reflected expanded sales of mutual funds through the corporation's investment counselors and increased loan syndication activity. Higher brokerage commission income also contributed to the growth year to date. Trust service revenues increased $2.132 million or 6.7 percent and $6.893 million or 7.2 percent for the quarter and first nine months, respectively. Gains reflected good growth in sales of personal trust services, higher fee schedules and increased market values for trust assets under management, including the corporation's proprietary Biltmore mutual funds. Corporate trust fees were largely unchanged for the quarter and first nine months and were impacted in both periods by the sale of the corporation's bond trustee business in April 1996. Trading account profits were up $430 thousand or 7.6 percent for the third period but remained lower by $2.234 million or 12.8 percent year to date. Improved bond market conditions in the third quarter expanded profits in all categories of trading account assets except government and agency securities. For the first nine months, profits in trading account assets were below year- earlier levels, principally due to first quarter weakness in the bond market. Income from foreign exchange trading decreased for the third period and year to date. Mortgage fee income declined modestly for the quarter and was down $6.481 million or 33.6 percent for the first nine months. The decrease year to date primarily reflected the loss of servicing fee income due to the sale of the corporation's mortgage servicing portfolio in June 1995. Losses on loan sales also contributed 17 to the declines in both periods. Decreases were partially offset by higher levels of mortgage origination fees in both periods and by stronger gains year to date on sales of mortgage servicing rights. Remaining combined categories of total other operating revenue were up $3.790 million or 13.8 percent for the three months and $29.248 million or 41.1 percent for the first nine months. Insurance premiums and commissions increased $1.622 million or 53.3 percent for the quarter and $2.704 million or 27.8 percent year to date. Bankers' acceptance and letter of credit fees were higher by $799 thousand or 13.6 percent and $1.504 million or 8.8 percent for the third period and first nine months, respectively. Other service charges and fees rose $2.764 million or 49.3 percent for the quarter and $7.320 million or 41.5 percent for the nine months, principally due to contractual revenues received for servicing the corporation's securitized loan portfolios. Other income declined by $1.395 million or 10.7 percent for the quarter but rose $17.720 million or 66.6 percent year to date. Included in other income for the first nine months was the $9.575 million gain from the sale of the corporation's bond trustee business. Including investment securities gains and losses and the sale in 1995 of the corporation's mortgage servicing portfolio, total noninterest income was up $27.439 million or 16.1 percent for the quarter and $34.561 million or 6.3 percent year to date. Investment securities sales had net gains of $393 thousand for the third period and $872 thousand for the first nine months compared with net gains of $317 thousand and net losses of $26.048 million, respectively, in 1995. Investment securities net losses for the first nine months of 1995 included net losses of $26.236 million in the second quarter due to restructuring of the available-for-sale portfolio to improve yields. The sale of the corporation's mortgage servicing portfolio resulted in a net gain of $79.025 million, also in the second quarter of 1995. NONINTEREST INCOME (thousands) TABLE 9 1996 1995 Nine Months Ended Third Second First Fourth Third September 30 Quarter Quarter Quarter Quarter Quarter 1996 1995 Service charges on deposit accounts ...............$62,278 $ 60,928 $ 56,598 $55,371 $ 52,409 $ 179,804 $ 153,742 Fees for trust services ............................33,872 34,508 34,345 34,689 31,740 102,725 95,832 Credit card income - net of interchange payments ...37,089 33,848 32,522 32,291 31,180 103,459 91,991 Electronic banking .................................12,910 12,582 9,340 9,412 8,962 34,832 25,067 Investment fee income ............................. 10,145 10,842 10,229 7,682 8,690 31,216 19,271 Mortgage fee income ................................ 4,099 4,289 4,401 4,050 4,269 12,789 19,270 Trading account profits - excluding interest ....... 6,076 5,698 3,452 8,238 5,646 15,226 17,460 Insurance premiums and commissions ................. 4,666 4,032 3,748 3,422 3,044 12,446 9,742 Bankers' acceptance and letter of credit fees ...... 6,684 6,109 5,898 6,003 5,885 18,691 17,187 Other service charges and fees ..................... 8,373 7,985 8,590 7,054 5,609 24,948 17,628 Other income .......................................11,586 17,774 14,982 18,077 12,981 44,342 26,622 Total other operating revenue ...................197,778 198,595 184,105 186,289 170,415 580,478 493,812 Gain on sale of mortgage servicing portfolio ....... -- -- -- -- -- -- 79,025 Investment securities gains (losses) ............... 393 (219) 698 2,554 317 872 (26,048) Total ...........................................$198,171 $198,376 $184,803 $188,843 $170,732 $581,350 $546,789 NONINTEREST EXPENSE Total noninterest expense increased $17.597 million or 5.9 percent for the third quarter and $46.280 million or 5.2 percent year to date. Growth in both periods was driven primarily by personnel expense, principally salaries. Combined net occupancy and equipment expense also rose for both the third period and first nine months, while other combined categories of noninterest expense edged up slightly for the three months but remained modestly lower year to date. Compared with the second quarter, noninterest expense increased $6.392 million or 2.1 percent, principally due to higher salaries expense. The corporation's overhead ratio measuring noninterest expense spending as a percentage of total adjusted revenues (taxable equivalent net interest income and total other operating revenue) declined to 51.6 percent for the third quarter and 52.4 percent for the first nine months from 52.9 percent and 54.1 percent, respectively, in 1995 and from 51.9 percent in the second quarter of 1996. Total personnel expense grew $12.211 million or 8 percent for the three months and $39.041 million or 8.7 percent year to date. Salaries expense rose $10.475 million or 8.2 percent for the third period and 18 $32.828 million or 8.9 percent for the first nine months, reflecting increased head count in growing business lines and the hiring of additional salesforce personnel. Full-time equivalent employees totaled 16,185 at September 30, 1996, up from 15,843 one year earlier. Benefits expense was up $1.736 million or 6.6 percent for the quarter and $6.213 million or 7.8 percent year to date, primarily due to higher retirement benefits costs and payroll taxes associated with an expanded salaries base. Combined net occupancy and equipment expense increased $4.831 million or 10.2 percent and $9.350 million or 6.5 percent for the three and nine months, respectively. Net occupancy expense was up $1.737 million or 8.1 percent for the quarter and $5.469 million or 8.7 percent year to date, largely due to increased building depreciation expense. Equipment expense rose $3.094 million or 12 percent for the third period and $3.881 million or 4.7 percent for the first nine months, driven primarily by higher depreciation and external equipment maintenance costs. Remaining combined categories of noninterest expense were up $555 thousand or under 1 percent for the quarter but decreased $2.111 million or less than 1 percent year to date. Regulatory agency fees and other bank services expenses dropped $8.057 million or 68.1 percent for the third period and $36.854 million or 85.7 percent for the first nine months, reflecting the phaseout of FDIC premiums for well capitalized banking institutions. Savings from the elimination of these insurance premiums have been offset by higher spending in areas primarily related to the corporation's growth initiatives, including outside data processing, programming and software expense for the quarter, and advertising and sales promotion spending and professional services expense year to date. On September 30, 1996, Congress enacted legislation mandating a one-time assessment to recapitalize the Savings Association Insurance Fund. The impact of this legislation was not material tothe corporation's noninterest expense or results of operations. NONINTEREST EXPENSE (thousands) TABLE 10 1996 1995 Nine Months Ended Third Second First Fourth Third September 30 Quarter Quarter Quarter Quarter Quarter 1996 1995 Salaries ...........................................$137,627 $ 132,438 $131,820 $129,673 $127,152 $ 401,885 $ 369,057 Employee benefits ................................... 27,882 27,724 29,798 22,405 26,146 85,404 79,191 Total personnel expense ...........................165,509 160,162 161,618 152,078 153,298 487,289 448,248 Net occupancy expense ............................... 23,161 22,184 22,678 24,551 21,424 68,023 62,554 Equipment expense ................................... 28,844 28,054 28,931 27,753 25,750 85,829 81,948 Postage and delivery ................................ 9,973 9,780 10,452 9,801 9,379 30,205 28,161 Outside data processing, programming and software ... 11,339 11,179 10,704 11,966 9,959 33,222 30,520 Stationery and supplies ............................. 6,012 6,951 7,006 7,604 6,374 19,969 19,201 Advertising and sales promotion ..................... 14,442 15,502 17,071 16,869 14,334 47,015 33,493 Professional services ............................... 8,173 10,743 9,707 14,922 9,721 28,623 24,561 Travel and business promotion ....................... 4,929 5,335 4,237 6,051 4,474 14,501 13,643 Regulatory agency fees and other bank services ...... 3,781 1,320 1,053 6,576 11,838 6,154 43,008 Amortization of intangible assets ................... 1,095 1,098 1,078 1,190 1,210 3,271 7,397 Foreclosed property expense ......................... (370) 175 (126) 813 (146) (321) 107 Other expense ....................................... 39,591 37,604 33,836 34,891 31,267 111,031 95,690 Total ............................................$316,479 $310,087 $308,245 $315,065 $298,882 $934,811 $888,531 Overhead ratio ...................................... 51.6% 51.9% 53.8% 54.6% 52.9% 52.4% 54.1% INCOME TAXES Applicable income taxes increased $9.914 million or 15.3 percent for the quarter and $17.736 million or 8.8 percent year to date. Income taxes computed at the statutory rate are reduced primarily by the interest earned on state and municipal debt securities and industrial revenue obligations. Also, within certain limitations, one-half of the interest income earned on qualifying employee stock ownership plan loans is exempt from federal taxes. The interest earned on state and municipal debt instruments is exempt from federal taxes and, except for out-of-state issues, from Georgia and North Carolina taxes as well, and results in substantial interest savings for local governments and their constituents. 19 INCOME TAXES (thousands) TABLE 11 Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 Income before income taxes ..................................................... $239,468 $216,238 $693,743 $658,523 Federal income taxes at statutory rate ......................................... $ 83,814 $ 75,683 $242,810 $230,483 State and local income taxes - net of federal benefit .......................... 2,755 952 9,010 (864) Effect of tax-exempt securities interest and other income ...................... (10,187) (11,799) (30,783) (33,404) Other items .................................................................... (1,510) 122 (1,123) 5,963 Total tax expense ............................................................ $74,872 $64,958 $219,914 $202,178 Currently payable: Federal ....................................................................... $57,031 $60,398 $170,436 $213,143 Foreign ....................................................................... 242 59 506 183 State and local ............................................................... 2,461 241 8,190 10,954 Total ........................................................................ 59,734 60,698 179,132 224,280 Deferred: Federal ....................................................................... 13,363 3,026 35,474 (9,819) State and local ............................................................... 1,775 1,224 5,308 (12,283) Total ........................................................................ 15,138 4,260 40,782 (22,102) Total tax expense ........................................................... $74,872 $64,958 $219,914 $202,178 FINANCIAL CONDITION AND CAPITAL RATIOS Assets at September 30, 1996 totaled $47.483 billion, including interest- earning assets of $42.036 billion and loans of $31.549 billion. Comparable amounts one year earlier were $44.101 billion of assets, $39.483 billion of interest-earning assets and $29.012 billion of loans. At June 30, 1996, total assets were $46.049 billion, interest-earning assets were $41.140 billion and loans were $30.673 billion. Deposits at the end of the 1996 third quarter were $27.436 billion, including $20.928 billion of time deposits, representing 76.3 percent of the total. Deposits one year earlier were $25.283 billion with $20.066 billion of time deposits or 79.4 percent of the total, and at June 30, 1996 they were $25.973 billion, including $20.515 billion of time deposits or 79 percent of the total. Shareholders' equity at September 30, 1996 was $3.729 billion, an increase of $111 million or 3.1 percent from $3.618 billion a year earlier and higher by $29 million or under 1 percent from the end of the second quarter of 1996. The total included $32.924 million, net of tax, of unrealized gains on securities available-for-sale marked to fair market value under FASB 115 at September 30, 1996 versus $44.430 million, net of tax, one year earlier and $24.066 million, net of tax, at June 30, 1996. At its meeting on October 25, 1996, the corporation's board of directors declared a fourth quarter dividend of $.40 per share, payable December 2 to shareholders of record on November 6, 1996. The dividend is higher by 11.1 percent from $.36 per share paid in the same three months of 1995. For the full year, the dividend will total $1.52 per share, an increase of 10.1 percent from $1.38 per share paid in 1995. The corporation was authorized by the board of directors on April 26, 1996 to repurchase up to 8 million shares of its common stock, replacing an earlier action on July 28, 1995 to repurchase up to 5 million shares. Share repurchase activity is part of the corporation's capital management strategy designed to enhance shareholder value over the long-term. In addition, repurchased shares will be used for various corporate purposes, including share issuance for the corporation's employee stock plans and dividend reinvestment plan. The corporation repurchased a total of 1,830,000 shares of its common stock in the third quarter at an average price of $46.769 per share for a cost of $85.588 million. As of September 30, 1996, 3,770,200 shares remained available for repurchase under the current authorization. Intangible assets totaled $40.451 million at September 30, 1996, consisting of $32.893 million of goodwill, $5.814 million of deposit base intangibles, $790 thousand of purchased credit card intangibles and $954 thousand of other intangibles. Comparable amounts one year earlier were $40.283 million of intangible assets with $29.844 million of goodwill, $7.342 million of deposit base intangibles, $1.725 million of purchased 20 credit card intangibles and $1.372 million of other intangibles. The increase in goodwill at September 30, 1996 from one year earlier reflected the corporation's acquisition of First National Bankshares of Henry County, Inc., on April 1, 1996. Effective January 1, 1996, the corporation prospectively adopted Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of" (FASB 121). The adoption of FASB 121 did not have a material impact on the corporation's financial position or results of operations. In June 1996, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (FASB 125), which provides new accounting and reporting standards for sales, securitization, and servicing of receivables and other financial assets and extinguishments of liabilities. The corporation is presently evaluating the effect of the standard which will be adopted, as required, for transactions occurring after December 31, 1996. Regulatory agencies divide capital into Tier I (consisting of shareholders' equity less ineligible intangible assets) and Tier II (consisting of the allowable portion of the reserve for loan losses and certain long-term debt) and measure capital adequacy by applying both capital levels to a banking company's risk-adjusted assets and off-balance sheet items. Regulatory requirements presently specify that Tier I capital should exclude the market appreciation or depreciation of securities available-for-sale arising from valuation adjustments under FASB 115. In addition to these capital ratios, regulatory agencies have established a Tier I leverage ratio which measures Tier I capital to average assets less ineligible intangible assets. Regulatory guidelines require a minimum of total capital to risk-adjusted assets ratio of 8 percent with at least one-half consisting of tangible common shareholders' equity and a minimum Tier I leverage ratio of 3 percent. Banks which meet or exceed a Tier I ratio of 6 percent, a total capital ratio of 10 percent and a Tier I leverage ratio of 5 percent are considered well-capitalized by regulatory standards. At September 30, 1996, the corporation's Tier I to risk-adjusted assets ratio was 8.92 percent with total capital 12.84 percent of risk-adjusted assets. The Tier I leverage ratio was 8.01 percent. All the corporation's banks are well-capitalized. CAPITAL COMPONENTS AND RATIOS (thousands) TABLE 12 1996 1995 Third Second First Fourth Third Quarter Quarter Quarter Quarter Quarter Tier I capital: Common shareholders' equity ............... $ 3,729,194 $ 3,699,612 $ 3,729,349 $ 3,773,757 $ 3,617,642 Less ineligible intangible assets ......... 32,893 33,312 29,099 29,472 29,844 Unrealized gains on securities available-for-sale, net of tax ............ (32,924) (24,066) (57,338) (116,113) (44,430) Total Tier I capital ..................... 3,663,377 3,642,234 3,642,912 3,628,172 3,543,368 Tier II capital: Allowable allowance for loan losses ....... 409,271 409,205 408,928 408,808 408,684 Allowable long-term debt .................. 1,198,177 1,198,837 1,204,191 1,208,479 1,018,003 Tier II capital additions ................ 1,607,448 1,608,042 1,613,119 1,617,287 1,426,687 Total capital ............................$ 5,270,825 $ 5,250,276 $ 5,256,031 $ 5,245,459 $ 4,970,055 Risk-adjusted assets .......................$ 41,047,310 $ 40,249,143 $ 38,803,497 $ 38,469,866 $ 38,011,712 Quarterly average assets ...................$ 45,777,699 $ 44,956,032 $ 44,434,973 $ 43,477,038 $ 42,572,976 Risk-based capital ratios: Tier I capital ............................. 8.92% 9.05% 9.39% 9.43% 9.32% Total capital .............................. 12.84 13.04 13.55 13.64 13.08 Tier I leverage ratio* .................... 8.01 8.12 8.22 8.36 8.34 Shareholders' equity to total assets ....... 7.85 8.03 8.21 8.39 8.20 * Ratio excludes the average unrealized gains on securities available-for-sale, net of tax, of $24,358, $44,957, $114,386, $63,884 and $39,715, respectively 21 WACHOVIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION September 30 December 31 September 30 $ IN THOUSANDS 1996 1995 1995 ASSETS Cash and due from banks ........................................ $ 3,011,456 $ 2,692,318 $ 2,516,429 Interest-bearing bank balances ................................. 479,268 451,279 419,555 Federal funds sold and securities purchased under resale agreements ............................. 306,725 144,105 347,962 Trading account assets ......................................... 1,120,972 1,114,926 1,065,949 Securities available-for-sale .................................. 7,176,084 7,409,825 4,248,296 Securities held-to-maturity (market value of $1,461,686, $1,721,222 and $4,513,177, respectively) ..................... 1,403,972 1,619,480 4,388,758 Loans and net leases ........................................... 31,555,623 29,269,825 29,020,208 Less unearned income on loans .................................. 6,820 8,672 7,956 Total loans .................................................. 31,548,803 29,261,153 29,012,252 Less allowance for loan losses ................................. 409,271 408,808 408,684 Net loans .................................................... 31,139,532 28,852,345 28,603,568 Premises and equipment ......................................... 633,199 628,153 591,879 Due from customers on acceptances .............................. 899,094 883,825 608,825 Other assets ................................................... 1,312,543 1,185,058 1,309,884 Total assets ................................................ $47,482,845 $44,981,314 $44,101,105 LIABILITIES Deposits in domestic offices: Demand ........................................................ $6,508,075 $5,855,286 $5,208,185 Interest-bearing demand ....................................... 3,311,682 3,473,607 3,278,742 Savings and money market savings .............................. 7,685,810 6,991,133 6,796,514 Savings certificates .......................................... 6,599,683 6,613,238 6,641,131 Large denomination certificates ............................... 2,264,559 2,671,759 2,401,901 Noninterest-bearing time ...................................... 5,169 3,334 5,695 Total deposits in domestic offices ........................... 26,374,978 25,608,357 24,332,168 Deposits in foreign offices: Demand ........................................................ 7 5,766 8,522 Time .......................................................... 1,061,199 754,634 942,325 Total deposits in foreign offices ............................ 1,061,206 760,400 950,847 Total deposits ............................................... 27,436,184 26,368,757 25,283,015 Federal funds purchased and securities sold under repurchase agreements .............................. 7,532,212 5,850,540 6,472,005 Commercial paper ............................................... 603,851 502,136 535,019 Other short-term borrowed funds ................................ 645,218 1,720,592 2,080,499 Long-term debt: Bank notes .................................................... 4,529,212 4,088,326 3,925,550 Other long-term debt .......................................... 1,641,858 1,334,702 1,084,663 Total long-term debt ......................................... 6,171,070 5,423,028 5,010,213 Acceptances outstanding ........................................ 899,094 883,825 608,825 Other liabilities .............................................. 466,022 458,679 493,887 Total liabilities ............................................ 43,753,651 41,207,557 40,483,463 SHAREHOLDERS' EQUITY Preferred stock, par value $5 per share: Authorized 50,000,000 shares; none outstanding .................. -- -- -- Common stock, par value $5 per share: Issued 165,213,326, 170,358,504 and 170,325,647, respectively ...................................... 826,067 851,793 851,628 Capital surplus ................................................. 500,613 713,120 714,051 Retained earnings ............................................... 2,369,590 2,092,731 2,007,533 Unrealized gains on securities available-for-sale, net of tax ... 32,924 116,113 44,430 Total shareholders' equity .................................... 3,729,194 3,773,757 3,617,642 Total liabilities and shareholders' equity .................. $47,482,845 $44,981,314 $44,101,105 22 WACHOVIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Nine Months Ended September 30 September 30 $ IN THOUSANDS, EXCEPT PER SHARE 1996 1995 1996 1995 INTEREST INCOME Loans .........................................$ 650,860 $ 615,542 $1,880,491 $1,769,174 Securities available-for-sale: Other investments ............................ 120,849 74,019 357,984 180,054 Securities held-to-maturity: State and municipal .......................... 4,913 7,923 16,327 27,398 Other investments ............................ 23,769 70,466 73,865 204,460 Interest-bearing bank balances ................ 9,329 473 27,605 679 Federal funds sold and securities purchased under resale agreements ............ 3,275 1,959 9,680 3,924 Trading account assets ........................ 12,234 16,102 35,243 42,678 Total interest income ....................... 825,229 786,484 2,401,195 2,228,367 INTEREST EXPENSE Deposits: Domestic offices ............................. 208,017 205,948 617,163 558,780 Foreign offices .............................. 13,676 11,299 37,810 28,309 Total interest on deposits .................. 221,693 217,247 654,973 587,089 Short-term borrowed funds ..................... 109,725 129,411 330,145 357,286 Long-term debt ................................ 95,305 72,259 266,405 210,108 Total interest expense ...................... 426,723 418,917 1,251,523 1,154,483 NET INTEREST INCOME ........................... 398,506 367,567 1,149,672 1,073,884 Provision for loan losses ..................... 40,730 23,179 102,468 73,619 Net interest income after provision for loan losses .................... 357,776 344,388 1,047,204 1,000,265 OTHER INCOME Service charges on deposit accounts ........... 62,278 52,409 179,804 153,742 Fees for trust services ....................... 33,872 31,740 102,725 95,832 Credit card income ............................ 37,089 31,180 103,459 91,991 Electronic banking ............................ 12,910 8,962 34,832 25,067 Investment fee income ......................... 10,145 8,690 31,216 19,271 Mortgage fee income ........................... 4,099 4,269 12,789 19,270 Trading account profits ....................... 6,076 5,646 15,226 17,460 Other operating income ........................ 31,309 27,519 100,427 71,179 Total other operating revenue ............... 197,778 170,415 580,478 493,812 Gain on sale of mortgage servicing portfolio .. -- -- -- 79,025 Investment securities gains (losses) ......... 393 317 872 (26,048) Total other income .......................... 198,171 170,732 581,350 546,789 OTHER EXPENSE Salaries ...................................... 137,627 127,152 401,885 369,057 Employee benefits ............................. 27,882 26,146 85,404 79,191 Total personnel expense ..................... 165,509 153,298 487,289 448,248 Net occupancy expense ......................... 23,161 21,424 68,023 62,554 Equipment expense ............................. 28,844 25,750 85,829 81,948 Other operating expense ....................... 98,965 98,410 293,670 295,781 Total other expense ......................... 316,479 298,882 934,811 888,531 Income before income taxes .................... 239,468 216,238 693,743 658,523 Applicable income taxes ....................... 74,872 64,958 219,914 202,178 NET INCOME ................................... $164,596 $151,280 $473,829 $456,345 Net income per common share: Primary ...................................... $ .98 $ .88 $ 2.79 $ 2.65 Fully diluted ................................ $ .97 $ .87 $ 2.78 $ 2.64 Average shares outstanding: Primary ...................................... 167,966 171,793 169,758 171,993 Fully diluted ................................ 168,354 172,512 170,251 172,882 23 WACHOVIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Unrealized Securities Common Stock Capital Retained Gains $ IN THOUSANDS, EXCEPT PER SHARE Shares Amount Surplus Earnings (Losses) PERIOD ENDED SEPTEMBER 30, 1995 Balance at beginning of year ......................... 170,933,749 $ 854,669 $ 741,946 $ 1,727,527 $(37,635) Net income ........................................... 456,345 Cash dividends declared on common stock - $1.02 a share ................................ (174,072) Common stock issued pursuant to: Stock option and employee benefit plans .............. 625,298 3,126 12,442 Dividend reinvestment plan ........................... 271,933 1,360 8,592 Conversion of debentures ............................. 165,885 829 2,355 Common stock acquired................................. (1,671,218) (8,356) (51,249) Unrealized gains on securities available-for-sale, net of tax ....................... 82,065 Miscellaneous ........................................ (35) (2,267) Balance at end of period ............................. 170,325,647 $ 851,628 $ 714,051 $ 2,007,533 $ 44,430 PERIOD ENDED SEPTEMBER 30, 1996 Balance at beginning of year ......................... 170,358,504 $ 851,793 $ 713,120 $ 2,092,731 $116,113 Net income ........................................... 473,829 Cash dividends declared on common stock - $1.12 a share ................................ (188,442) Common stock issued pursuant to: Stock option and employee benefit plans .............. 574,082 2,870 22,153 Dividend reinvestment plan ........................... 240,824 1,204 9,631 Conversion of debentures ............................. 278,898 1,395 3,968 Acquisition of bank .................................. 208,207 1,041 9,003 Common stock acquired ................................ (6,447,189) (32,236) (257,260) Unrealized losses on securities available-for-sale, net of tax ....................... (83,189) Miscellaneous ........................................ (2) (8,528) Balance at end of period.............................. 165,213,326 $826,067 $500,613 $2,369,590 $32,924 24 WACHOVIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30 $ IN THOUSANDS 1996 1995 OPERATING ACTIVITIES Net income ............................................................................ $ 473,829 $ 456,345 Adjustments to reconcile net income to net cash provided by operations: Provision for loan losses ............................................................ 102,468 73,619 Depreciation and amortization ......................................................... 68,371 53,780 Deferred income taxes (benefit) ..................................................... 40,782 (22,102) Investment securities (gains) losses .................................................. (872) 25,979 Gain on sale of noninterest-earning assets ............................................ (1,742) (1,621) Gain on sale of mortgage servicing portfolio .......................................... -- (79,025) Increase in accrued income taxes ...................................................... 19,540 22,047 Decrease (increase) in accrued interest receivable ................................... 13,148 (68,599) Increase in accrued interest payable .................................................. 7,841 87,770 Net change in other accrued and deferred income and expense ........................... (4,692) 78,819 Net trading account activities ....................................................... (6,046) (175,991) Net loans held for resale ............................................................ 271,579 (216,831) Net cash provided by operating activities ........................................... 984,206 234,190 INVESTING ACTIVITIES Net increase in interest-bearing bank balances ........................................ (27,989) (412,792) Net increase in federal funds sold and securities purchased under resale agreements .................................................... (158,120) (146,356) Purchases of securities available-for-sale ............................................ (986,499) (3,670,330) Purchases of securities held-to-maturity .............................................. (45,679) (555,926) Sales of securities available-for-sale ................................................ 289,330 2,390,251 Calls, maturities and prepayments of securities available-for-sale .................... 800,032 681,106 Calls, maturities and prepayments of securities held-to-maturity ...................... 265,593 349,887 Net increase in loans made to customers ............................................... (2,645,861) (2,979,765) Capital expenditures .................................................................. (84,996) (113,131) Proceeds from sales of premises and equipment ......................................... 18,264 11,196 Proceeds from sale of mortgage servicing portfolio .................................... -- 142,011 Net increase in other assets .......................................................... (124,368) (81,583) Business combinations ................................................................. 2,814 -- Net cash used by investing activities ............................................... (2,697,479) (4,385,432) FINANCING ACTIVITIES Net increase in demand, savings and money market accounts ............................. 1,176,186 19,595 Net (decrease) increase in certificates of deposit .................................... (137,933) 2,194,162 Net increase in federal funds purchased and securities sold under repurchase agreements 1,681,672 573,607 Net increase in commercial paper ...................................................... 101,715 128,313 Net (decrease) increase in other short-term borrowings ................................ (1,075,374) 1,073,159 Proceeds from issuance of bank notes................................................... 2,167,053 946,897 Maturities of bank notes............................................................... (1,726,242) (975,731) Proceeds from issuance of other long-term debt ........................................ 311,410 248,012 Payments on other long-term debt....................................................... (320) (384) Common stock issued.................................................................... 19,722 17,653 Dividend payments...................................................................... (188,442) (174,072) Common stock repurchased............................................................... (286,332) (56,025) Net (decrease) increase in other liabilities .......................................... (10,704) 2,370 Net cash provided by financing activities ........................................... 2,032,411 3,997,556 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...................................... 319,138 (153,686) Cash and cash equivalents at beginning of year ........................................ 2,692,318 2,670,115 Cash and cash equivalents at end of period ............................................ $ 3,011,456 $ 2,516,429 SUPPLEMENTAL DISCLOSURES Unrealized (losses) gains on securities available-for-sale: (Decrease) increase in securities available-for-sale ................................. $ (136,735) $ 133,840 Increase (decrease) in deferred taxes ................................................ 53,546 (51,775) (Decrease) increase in shareholders' equity .......................................... (83,189) 82,065 25 WACHOVIA CORPORATION RATIO OF EARNINGS TO FIXED CHARGES Nine Months Ended Year Ended September 30, December 31, 1996 1995 (A) Excluding interest on deposits Earnings: Income before income taxes $ 693,743 $ 868,868 Less capitalized interest (1,530) Fixed charges 606,791 768,982 --------- --------- Earnings as adjusted $1,300,534 $1,636,320 ========= ========= Fixed charges: Interest on purchased and other short term borrowed funds $ 330,145 $ 467,007 Interest on long-term debt 266,405 288,646 Portion of rents representative of the interest factor (1/3) of rental expense 10,241 13,329 --------- --------- Fixed charges $ 606,791 $ 768,982 ========= ========= Ratio of earnings to fixed charges 2.14X 2.13X (B) Including interest on deposits: Adjusted earnings from (A) above $1,300,534 $1,636,320 Add interest on deposits 654,973 823,454 --------- --------- Earnings as adjusted $1,955,507 $2,459,774 ========= ========= Fixed charges: Fixed charges from (A) above $ 606,791 $ 768,982 Interest on deposits 654,973 823,454 --------- --------- Adjusted fixed charges $1,261,764 $1,592,436 ========= ========= Adjusted earnings to adjusted fixed charges 1.55X 1.54X 1996 FORM 10-Q United States Securities and Exchange Commission Washington, DC 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 1996 Commission File Number 1-9021 WACHOVIA CORPORATION Incorporated in the State of North Carolina IRS Employer Identification Number 56-1473727 Address and Telephone: 100 North Main Street, Winston-Salem, North Carolina 27101, (910) 770-5000 191 Peachtree Street NE, Atlanta, Georgia 30303, (404) 332-5000 Securities registered pursuant to Section 12(b) of the Act: Common Stock - $5.00 par value, which is registered on the New York Stock Exchange. As of September 30, 1996, Wachovia Corporation had 165,213,326 shares of common stock outstanding. Wachovia Corporation (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceeding 12 months and (2) has been subject to such filing requirements for the past 90 days. DOCUMENTS INCORPORATED BY REFERENCE Portions of the financial supplement for the quarter ended September 30, 1996 are incorporated by reference into Parts I and II as indicated in the table below. Except for parts of the Wachovia Corporation Financial Supplement expressly incorporated herein by reference, this Financial Supplement is not to be deemed filed with the Securities and Exchange Commission. PART I FINANCIAL INFORMATION Item 1 FINANCIAL STATEMENTS (UNAUDITED) PAGE Selected Period-End Data . . . . . . . . . . . . . . . . . 3 Common Stock Data - Per Share . . . . . . . . . . . . . . . 3 Consolidated Statements of Condition. . . . . . . . . . . . 22 Consolidated Statements of Income . . . . . . . . . . . . . 23 Consolidated Statements of Shareholders' Equity . . . . . . . . . . . . . . . . . . 24 Consolidated Statements of Cash Flows. . . . . . . . . . . 25 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . 4-21 26 1996 FORM 10-Q - CONTINUED PART II OTHER INFORMATION Item 6 EXHIBITS AND REPORTS ON FORM 8-K a)4 Indenture dated as of August 15, 1996 between Wachovia Corporation and The Chase Manhattan Bank, as Trustee, relating to Senior Securities (Exhibit 4 (a) of Post-Effective Amendment No. 1 to Form S-3 (Shelf) Registration Statement of Wachovia Corporation, File No. 33-6280). 11 "Computation of Earnings per Common Share" is presented as Table 3 on page 6 of the third quarter 1996 financial supplement. 12 Statement setting forth computation of ratios of earnings to fixed charges. 19 "Unaudited Consolidated Financial Statements," listed in Part I, Item 1, do not include all information and footnotes required under generally accepted accounting principles. However, in the opinion of management, the profit and loss information presented in the interim financial statements reflects all adjustments necessary to present fairly the results of operations for the periods presented. Adjustments reflected in the third quarter of 1996 figures are of a normal, recurring nature. The results of operations shown in the interim statements are not necessarily indicative of the results that may be expected for the entire year. 27 Financial Data Schedule (for SEC purposes only). b) Reports on Form 8-K: No reports on Form 8-K were filed during the three months ended September 30, 1996. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. WACHOVIA CORPORATION November 13, 1996 ROBERT S. McCOY, JR. November 13, 1996 DONALD K. TRUSLOW Robert S. McCoy, Jr. Donald K. Truslow Executive Vice President Comptroller and Chief Financial Officer 27 WACHOVIA BULK RATE U.S. POSTAGE PAID Wachovia Corporation WACHOVIA P.O. Box 3099 CORPORATION Winston-Salem, NC 27150 #11-32