UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2001. Commission File Number 1-15773 NBC CAPITAL CORPORATION (Exact name of registrant as specified in its charter.) Mississippi 64-0694775 (State of other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) NBC Plaza, P. O. Box 1187, Starkville, Mississippi 39760 (Address of principal executive offices) (Zip Code) Registrants's telephone number, including area code: (601) 323-1341 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: Common Stock, $1 Par Value - 6,202,460 shares as of June 30, 2001. PART I - FINANCIAL INFORMATION NBC CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (Unaudited) (Amounts in thousands, except per share data) 2001 2000 _______ _______ INTEREST INCOME: Interest and Fees on Loans $27,726 $28,047 Interest And Dividends On Investment Securities 8,893 6,828 Other Interest Income 687 469 _______ _______ Total Interest Income 37,306 35,344 INTEREST EXPENSE: Interest on Deposit 16,762 14,711 Interest on Borrowed Funds 3,008 1,718 _______ _______ Total Interest Expense 19,770 16,429 _______ _______ Net Interest Income 17,536 18,915 Provision for Possible Loan Losses 1,360 765 _______ _______ Net Interest Income After Provision for Loan Losses 16,176 18,150 _______ _______ NON-INTEREST INCOME: Income from Fiduciary Activities 854 752 Service Charge on Deposit Accounts 2,821 2,621 Insurance Commission and Fee Income 1,868 2,000 Other Non-Interest Income 1,997 1,373 _______ _______ Total Non-Interest Income 7,540 6,746 Gains (Losses) on Securities 212 (20) NON-INTEREST EXPENSE: Salaries and Employee Benefits 9,276 7,776 Expense of Premises and Fixed Assets 2,320 2,228 Other Non-Interest Expense 4,564 4,338 _______ _______ Total Non-Interest Expense 16,160 14,342 _______ _______ Income Before Income Taxes 7,768 10,534 Income Taxes 1,747 3,031 _______ _______ NET INCOME $ 6,021 $ 7,503 ======= ======= Net Earnings Per Share: Basic $0.91 $1.04 ===== ===== Diluted $0.91 $1.04 ===== ===== Certain reclassifications have been made in the 2000 Consolidated Statement of Income to conform to classifications used in the current year. NBC CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR QUARTER ENDED JUNE 30, 2001 AND 2000 (Unaudited) (Amounts in thousands, except per share data) 2001 2000 _______ _______ INTEREST INCOME: Interest and Fees on Loans $13,407 $14,203 Interest And Dividends On Investment Securities 4,636 3,511 Other Interest Income 288 216 _______ _______ Total Interest Income 18,331 17,930 INTEREST EXPENSE: Interest on Deposit 8,112 7,598 Interest on Borrowed Funds 1,729 883 _______ _______ Total Interest Expense 9,841 8,481 _______ _______ Net Interest Income 8,490 9,449 Provision for Possible Loan Losses 1,180 382 _______ _______ Net Interest Income After Provision for Loan Losses 7,310 9,067 _______ _______ NON-INTEREST INCOME: Income from Fiduciary Activities 427 376 Service Charge on Deposit Accounts 1,439 1,361 Insurance Commission and Fee Income 988 943 Other Non-Interest Income 1,120 707 _______ _______ Total Non-Interest Income 3,974 3,387 Gains (Losses) on Securities 163 (20) _______ _______ NON-INTEREST EXPENSE: Salaries and Employee Benefits 4,670 4,104 Expense of Premises and Fixed Assets 1,137 1,140 Other Non-Interest Expense 2,372 2,188 _______ _______ Total Non-Interest Expense 8,179 7,432 Income Before Income Taxes 3,268 5,002 Income Taxes 595 1,388 _______ _______ NET INCOME $ 2,673 $ 3,614 ======= ======= Net Earnings Per Share Basic $0.43 $0.50 ======= ======= Diluted $0.43 $0.50 ======= ======= Certain reclassifications have been made in the 2000 Consolidated Statement of Income to conform to classifications used in the current year. NBC CAPITAL CORPORATION CONSOLIDATED BALANCE SHEETS Jun. 30, 2001 Dec. 31, 2000 __________ __________ (Unaudited) (Audited) ASSETS: Cash and Balances Due From Banks: Noninterest-Bearing Balances $ 22,619 $ 29,439 Interest-bearing Balances 2,039 2,289 __________ __________ Total Cash and Due From Banks 24,658 31,728 Held-To-Maturity Securities (Market value of $53,238 at June 30, 2001 and $53,343 at December 31, 2000) 49,446 49,796 Available-For-Sale Securities 282,205 231,994 __________ __________ Total Securities 331,651 281,790 Federal Funds Sold and Securities Purchased Under Agreement to Resell 14,657 13,422 Loans 636,275 647,489 Less: Reserve for Loan Losses (8,047) (9,689) __________ __________ Net Loans 628,228 637,800 Bank Premises and Equipment (Net) 16,143 16,285 Interest Receivable 9,798 10,521 Other Assets 29,298 17,969 __________ __________ TOTAL ASSETS $1,054,433 $1,009,515 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Non-Interest Bearing $ 95,724 $ 96,788 Interest Bearing Deposits 719,613 708,016 __________ __________ Total Deposits 815,337 804,804 Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 18,982 16,326 Other Borrowed Funds 104,984 57,027 Interest Payable 3,406 3,420 Other Liabilities 11,635 7,815 __________ __________ TOTAL LIABILITIES 954,344 889,392 __________ __________ Shareholders' Equity: Common Stock $1 par Value, Authorized 10,000,000 shares, Issued 7,212,662 7,213 7,213 Surplus and Undivided Profits 116,410 114,021 Accumulated Other Comprehensive Income 1,901 (68) Treasury Stock, at cost (25,435) (1,043) __________ __________ TOTAL SHAREHOLDERS' EQUITY 100,089 120,123 __________ __________ TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $1,054,433 $1,009,515 ========== ========== NBC CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (Unaudited) (Amounts in thousands) 2001 2000 _________ _________ CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 6,021 $ 7,503 Adjustments to Reconcile Net Income to Net Cash Depreciation and Amortization 1,280 1,161 Deferred Income Taxes (Credits) (1,964) 25 Provision for Loan Losses 1,360 765 Loss (Gain) on Sale of Securities (212) 20 (Increase) Decrease in Interest Receivable 723 (498) (Increase) Decrease in Other Assets (10,743) (836) Increase (Decrease) in Interest Payable (14) 338 Increase (Decrease) in Other Liabilities 3,820 1,042 _________ _________ Net Cash Provided by Operating Activities 271 9,520 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from Maturities of Securities 29,826 6,515 Proceeds from Sale of Securities 30,701 1,826 Purchase of Securities (107,193) (31,665) (Increase) Decrease in Loans 8,212 (9,234) (Additions) Disposal of Bank Premises and Equipment (875) (765) Other Investing Activities - (731) _________ _________ Net Cash Used in Investing Activities (39,329) (34,054) CASH FLOWS FROM FINANCING ACTIVITIES Increase (Decrease) in Deposits 10,533 25,849 Dividend Paid on Common Stock (3,531) (3,461) Increase (Decrease) in Borrowed Funds 50,613 (44,772) Purchase of Treasury Stock (24,392) 0 Net Cash Provided by Financing Activities 33,223 (22,384) _________ _________ Net Increase (decrease) in Cash and Cash Equivalents (5,835) (46,918) Cash and Cash Equivalents at Beginning of Year 45,150 82,384 _________ _________ Cash and Cash Equivalents at the End of the Period $ 39,315 $ 35,466 ========= ========= Interest $ 19,784 $ 16,091 ========= ========= Income Taxes $ 2,071 $ 2,719 ========= ========= NBC CAPITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements include the accounts of NBC Capital Corporation (NBC) and its subsidiaries, National Bank of Commerce and First National Finance Company. All significant intercompany accounts and transactions have been eliminated. In the normal decision making process, management makes certain estimates and assumptions that affect the reported amounts that appear in these statements. Although management believes that the estimates and assumptions are reasonable and are based on the best information available, actual results could differ. Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles have been condensed or omitted. In the opinion of management, all adjustments necessary for the fair presentation of the financial statement presented in this report have been made. Such adjustments were of a normal recurring nature. PART I. ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS JUNE 30, 2001 DISCLOSURE REGARDING FORWARD LOOKING INFORMATION This current report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Although the Corporation believes that the expectations reflected in such forward- looking statements are reasonable, such forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks and uncertainties which could cause the actual results to differ materially from the Corporation's expectations. Forward-looking statements have been and will be made in written documents and oral presentations of the Corporation. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used in the Corporation's documents and oral presentations, the words "anticipate," "estimate," "expect," "objective," "projection," "forecast," "goal" and similar expressions are intended to identify forward looking statements. In addition to any assumptions and other factors referred to specifically in connection with forward-looking statements, factors that could cause the Corporation's actual results to differ materially from those contemplated in any forward-looking statements include, among others, increased competition, regulatory factors, economic conditions, changing interest rates, changing market conditions, availability or cost of capital, employee workforce factors, cost and other effects of legal and administrative proceedings, and changes in federal, state, or local legislature requirements. The Corporation undertakes no obligation to update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions or other factors affecting such statements. RESULTS OF OPERATIONS First two quarters of 2001 compared to the first two quarters of 2000 Earnings for the first two quarters of 2001 decreased by 19.8% to $6.02 million or $.91 per share. This compares to $7.50 million or $1.04 per share for the first two quarters of 2000. These 2001 totals equate to a 1.2% return on average assets and a 11.3% return on average equity. For this same period in 2000, return on average assets was 1.6% and return on average equity was 13.3%. Net interest income for the first two quarters of 2001 was $17.54 million compared to $18.92 million for 2000. This represents a decrease of 7.3%. This decrease resulted from a seventy-four basis point decrease in the net interest margin. This decline in margin was partially offset by a 12.0% increase in average earning assets. The primary reason for the decline in margin was the very rapid reduction in interest rates by the Federal Reserve during the first six-months of 2001. There were two; one-half point interest rates cuts during January, followed by additional half-point cuts in March, April and May and a quarter point cut in June. Even though lower interest rates may improve future loan growth, it can create problems in any given period depending on the maturities of fixed rate loans and certificates of deposit and the number of adjustable rate loans in the loan portfolio. During this period the yields on loans adjusted down more quickly than the cost of deposits could be lowered. Management believes that if the Federal Reserve has basically completed its rate reductions, the Corporation's net interest income should improve during the second half of the year as spreads begin to even out. For additional information, see the table entitled "Analysis of Net Interest Earnings" at the end of this section. The Corporation's Provision for Loan Losses is utilized to replenish the Reserve for Loan Losses on its balance sheet. The reserve is maintained at a level deemed adequate by the Board of Directors after its evaluation of the risk exposure contained in the Corporation's loan portfolio. The methodology used to make this determination is performed on a quarterly basis. An overall analysis of the portfolio is performed by the senior credit officers and the loan review staff. As a part of this evaluation, certain loans are individually reviewed to determine if there is an impairment of the bank's ability to collect the loan and the related interest. This determination is generally made based on collateral value. If it is determined that an impairment exist, a specific portion of the reserve is allocated to these individual loans. All other loans are grouped into homogeneous pools and risk exposure is determined by considering the following list of factors (this list is not all inclusive and the factors reviewed may change as circumstances change): Historical loss experiences; trends in delinquencies and non-accruals and national, regional and local economic conditions. These economic conditions would include, but not be limited to, general real estate conditions, the current interest rate environment and trends, unemployment levels and other information, as deemed appropriate. Classified loan to capital was 21.0% at June 30, 2001 and the percentage of loans past due 30 days or more was 2.14%. The Reserve for Loan Losses as a percentage of total loans has declined from 1.50% at the end of 2000 to 1.27% at the end of the second quarter of 2001. Overall, Loan quality remains good. At the end of the second quarter of 2001, the ratio of non-performing loans to total loans remained low at .63%. This compares to .59% at December 31, 2000 and .80% at June 30, 2001. Management is committed to not relaxing its underwriting standards. Based on these evaluations, the reserve amounts maintained at the end of the second quarter of 2001 and at the end of 2000 were deemed adequate to cover exposure within the Corporation's loan portfolio. During the first six months, net charge-offs totaled $3,002,000 compared to $842,000 for the same period of 2000. The reason for the increased charge- offs during 2001, was that in June, the Corporation charged-off a $2 million dollar loan that had defaulted. This loan had previously not been classified as a problem loan and there were special circumstances surrounding its default. The Corporation has filed a claim with its bonding company to recover the entire $2 million; however, it is too early to predict whether there will be a recovery. The Provision for Loan Losses has increased from $765,000 during the first half of 2000 to $1,360,000 in the same period of 2001. This increase in the provision was the result of a special one time provision of $1 million during June as a result of the above mention charge-off. Even though the Reserve for Loan Losses was adequate to cover the above mentioned loss, management believed that in light of the current economic conditions, it was in the Corporation's best interest to make this special provision. If not for this special charge, the level of the provision for the first half of 2001 would have been lower than in 2000 due to the overall quality of the portfolio. Non-interest income grew 11.8% resulting from a 13.6% increase in income from the Corporation's Trust and Financial Management activities and a 7.6% increase in income from deposit accounts. Additionally, other non-interest income increased by $624,000 or 45.4%. The majority of this increase came from a $410,000 increase in fees from our mortgage-related activities and a $241,000 increase in earnings from a $10 million purchase of Bank Owned Life Insurance. Insurance commissions, fees and premiums declined by $132,000 or 6.6%. This change in insurance commissions, fees and premiums relates directly to the volume of insurance product sold during these periods. During the first quarter of 2001 a great deal of time and effort was spent handling claims that resulted from a major storm that hit the service area. This took away from time that would have been spent developing customers and selling product. Non-interest expenses increased 12.7% during the first half of 2001. This increase resulted from a 19.3 increase in salaries and employment benefits, a 4.1% increase in the expenses associated with premises and fixed assets and a 5.2% increase in other non-interest expenses. The large increase in salaries and employee benefits resulted the Corporation's growth plus normal annual increases, the quarterly accrual of bonuses that had previously been accrued annually during the fourth quarter, and a non- recurring credit of $370,000 that reduced salaries and employee benefits in the first quarter of 2000. The increase in expenses associated with premises and fixed assets is primarily the result of additional depreciation and amortization expenses resulting from the 2000 expenditure on technology. The increase in other expenses are primarily the result of higher legal expenses resulting from the litigation discussed in Part II, Item 1 of this document. Changes in the Corporation's income tax expense have generally paralleled changes in income. The Corporation's effective tax rate declined from 28.8% for the first half of 2000 to 22.5% for the first half of 2001. This decline in the effective tax rate for the six-month period resulted primarily from the Corporation's ability to add to its portfolio of tax exempt securities and Bank Owned Life Insurance. The Corporation's ability to further reduce income tax expense by acquiring additional tax- free investments is limited by the Alternative Minimum Tax Provision, the market supply of acceptable municipal securities and the Corporation's normal liquidity and balance sheet structure requirements. Second quarter of 2001 compared to the second quarter of 2000 Earnings for the second quarter of 2001 decreased by 26.0% to $2.67 million or $.43 per share. This compares to $3.61 million or $.50 per share for the second quarter of 2000. These 2001 totals equate to a 1.0% return on average assets and a 10.7% return on average equity. For this same period in 2000, return on average assets was 1.5% and return on average equity was 12.7%. Net interest income for the second quarter of 2001 was $8.49 million compared to $9.45 million for 2000. This represents a decrease of 10.2%. This decrease resulted from an eighty-eight basis point decrease in the net interest margin. This decline in margin was partially offset by an 12.3% increase in average earning assets. The primary reason for the decline in margin was the very rapid reduction in interest rates by the Federal Reserve during the second quarter. There were one-half point interest rates cuts during April and May and a quarter point cut in June. Even though lower interest rates may improve future loan growth, it can create problems in any given quarter depending on the maturities of fixed rate loans and certificates of deposit and the number of adjustable rate loans in the loan portfolio. As was the case during the first quarter, the yields on loans during the second quarter adjusted down more quickly than the cost of deposits could be lowered. The Provision for Loan Losses was increased from $382,000 for the second quarter of 2000 to $1,180,000 for the same period of 2001. As discussed in the previous section, this increase in the provision was the result of a special one-time provision of $1 million during June. If not for this special charge, the level of the provision for the second quarter of 2001 would have been lower than in 2000 due to the overall quality of the portfolio. Non-interest income grew 17.3% resulting from a 13.6% increase in income from the Corporation's Trust and Financial Management activities and a 5.7% increase in income from deposit accounts. Additionally, Insurance commissions, fees and premiums increased by 4.77% and other non-interest income increased by $413,000 or 48.4%. The change in insurance commissions, fees and premiums relates directly to the volume of insurance product sold during these periods. The majority of the increase in other non-interest income came from a $276,000 increase in fees from our mortgage-related activities and a $184,000 increase in earnings from a $10 million purchase of Bank Owned Life Insurance. Non-interest expenses increased 10.1% over the second quarter of 2000. This increase resulted from a 13.8 increase in salaries and employment benefits and a 8.4% increase in other non-interest expenses. The large increase in salaries and employee benefits resulted the Corporation's growth plus normal annual increases, the quarterly accrual of bonuses that had previously been accrued annually during the fourth quarter, certain changes made in the employee benefit plans and a reduction in the deferral of salaries and benefits under FASB 91 due the reduction in loan volume. The increase in other expenses are primarily the result of higher legal expenses resulting from the litigation discussed in Part II, Item 1 of this document. Changes in the Corporation's income tax expense have generally paralleled changes in income. The Corporation's effective tax rate declined from 27.7% for the second quarter of 2000 to 18.2% for the second quarter of 2001. This decline in the effective tax rate for the quarter resulted primarily from the Corporation's ability to add to its portfolio of tax exempt securities and Bank Owned Life Insurance. The Corporation's ability to further reduce income tax expense by acquiring additional tax- free investments is limited by the Alternative Minimum Tax Provision, the market supply of acceptable municipal securities and the Corporation's normal liquidity and balance sheet structure requirements. FINANCIAL CONDITION The Corporation's balance sheet shows an increase in total assets from $1,010 million to $1,054 million during the first half of 2001. During this period, deposits increased by $10.5 million. Also, the Federal Home Loan Bank borrowings and Securities Sold Under Agreements to Repurchase increased by $58.5 million and $2.7 million, respectively. Also, during the first half of 2001, net loans declined by $11.2 million from $647.5 million to $636.3 million. These changes resulted in a net increase in available funds of approximately $82.9 million. These available funds were used to increase Fed Funds Sold and Securities Purchased Under Agreements to Resell by $1.2 million, the investment securities portfolio by $49.9 million and other assets by $11.3 million. Also, the Corporation purchased $24.5 million of its common stock back from its largest shareholder (this transaction will be discussed in more detail later in the document). This purchase was funded with a portion of the borrowings from the Federal Home Loan Bank. This stock was placed in Treasury Stock. The increase in investment securities was added as arbitrage transactions with matched funding from the Federal Home Loan Bank. This brought the total arbitrage transactions to $50 million at June 30, 2001. The increase in other assets resulted primarily from the purchase of $10 million of Bank Owned Life Insurance. This purchase was made so that the additional spread earned over the one-year treasury rate and the tax advantage of these earnings could be used to reduce the overall cost of employee benefits for the Corporation. Stockholders' equity decreased from $120.1 million to $100.1 million during the first half of 2001. This represented a 16.7% decrease. During this period there was an increase in the market value of the available-for-sale portion of the investment securities portfolio. This resulted in the Accumulated Other Comprehensive Income component of Stockholders' Equity increasing from an unrealized loss of $68,000 at December 31, 2000 to an unrealized gain of $1,901,000 at June 30, 2001. Also, during the first half of the year the Company declared dividends of approximately $3,532,000. On March 22, 2001, the Corporation repurchased 976,676 shares of its common stock, or 13.6% of its outstanding shares, for approximately $24.5 million. This stock, which is being carried as Treasury Stock, accounted for the remaining change in Stockholders' Equity during this period. Additional information on this transaction can be found in Form 8-K filed by the Corporation on April 5,2001. The Corporation's bank subsidiary is required to maintain a minimum amount of capital to total risk weighted assets as defined by the banking regulators. At June 30, 2001, the bank's Tier I, Tier II and Total Capital Ratios exceeded the well-capitalized standards developed under the referenced regulatory guidelines. Dividends paid by the Corporation are provided from dividends received from the subsidiary bank. Under the regulations controlling national banks, the payment of dividends by the bank without prior approval from the Comptroller of the Currency is limited in amount to the current year's net profit and the retained net earnings of the two preceding years. To fund the repurchase transaction discussed above, the Corporation's subsidiary bank borrowed funds from the Federal Home Loan Bank and with special permission from the Office of the Comptroller of the Currency, declared a special dividend to the Corporation to purchase this stock. This dividend used up the bank's exemption to pay any additional dividends for the remainder of 2001. Subsequently, the subsidiary bank has requested and been given permission by the Comptroller of Currency to pay additional dividends to the Company during the remaining portion of 2001. At June 30, 2001, this amounted to approximately $3.5 million. Also, under regulations controlling national banks, the bank is limited in the amount it can lend to the Company and such loans are required to be on a fully secured basis. At June 30, 2001, there were no borrowings between the Company and the subsidiary bank. ANALYSIS OF NET INTEREST EARNINGS The table below shows, for the periods indicated, an analysis of net interest earnings, including the average amount of interest-earning assets and interest-bearing liabilities outstanding during the period, the interest earned or paid on such amounts, the average yields/rates paid and the net yield on interest-earning assets. ($ In Thousands) Average Balance Quarter Six Months Year ended ended ended 6/30/01 6/30/01 12/31/00 __________ __________ __________ EARNING ASSETS: Net loans $ 634,454 $ 639,233 $ 620,445 Federal funds sold and other interest-bearing Assets 26,295 27,601 17,962 Securities Taxable 187,730 176,937 133,497 Nontaxable 135,139 133,094 118,341 __________ __________ __________ Totals 983,618 976,865 890,245 __________ __________ __________ INTEREST-BEARING LIABILITIES: Interest-bearing deposits 727,932 727,311 685,287 Borrowed funds, federal funds Purchased and securities sold and other 108,175 107,285 58,515 __________ __________ __________ Totals 836,108 834,596 743,802 __________ __________ __________ Net amounts $ 147,510 $ 142,269 $ 146,443 ========== ========== ========== ($ In Thousands) Interest Income Quarter Six Months Year ended ended ended 6/30/01 6/30/01 12/31/00 __________ __________ __________ EARNING ASSETS: Net loans $ 13,407 $ 27,726 $ 57,535 Federal funds sold and other interest-bearing assets 288 687 1,148 Securities: Taxable 2,893 5,448 7,966 Nontaxable 1,743 3,445 6,086 __________ __________ __________ Totals $ 18,331 $ 37,306 $ 72,735 ========== ========== ========== INTEREST-BEARING LIABILITIES: Interest-bearing deposits $ 8,112 $ 16,762 $ 31,559 Borrowed funds, federal funds sold and other 1,729 3,008 3,419 __________ __________ __________ Totals 9,841 19,770 34,978 __________ __________ __________ Net interest income $ 8,490 $ 17,536 $ 37,757 ========== ========== ========== Yields Earned And Rates Paid (%) Quarter Six Months Year ended ended ended 6/30/01 6/30/01 12/31/00 __________ __________ __________ EARNING ASSETS: Net loans 8.48% 8.75% 9.27% Federal funds sold and other interest-bearing assets 4.39% 5.02% 6.39% Securities: Taxable 6.18% 6.21% 5.97% Nontaxable 7.96% 8.03% 7.91% __________ __________ __________ Totals 7.86% 8.08% 8.53% ========== ========== ========== INTEREST-BEARING LIABILITIES: Interest-bearing deposits 4.47% 4.65% 4.61% Borrowed funds, federal funds sold and other 6.41% 5.65% 5.84% __________ __________ __________ Totals 4.72% 4.78% 4.70% __________ __________ __________ Net yield on earning assets 3.46% 3.62% 4.24% Note: Yields on nontaxable securities are tax equivalent. PART II. OTHER INFORMATION Item 1. Legal Proceedings National Bank of Commerce is a defendant in a lawsuit in which a class is pursuing unspecified and punitive damages as a result of the placement of collateral protection insurance. The Bank has vigorously defended its position and, as of March 15, 2001, has reached a preliminary settlement in the amount of $450,000. The settlement is yet to be approved by the court. This settlement, if approved, will not have a material impact on the future earnings of the Corporation. There are no other pending proceedings of a material nature to which the Corporation, or any of its subsidiaries, is a party. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Debt None Item 4. Submission of Matters to a Vote of Security Holders The 2001 Annual Meeting of Shareholders was held on May 8, 2001. The only item submitted for shareholder vote was the election of directors. Since the proxies were solicited under Regulation 14A, there were no solicitations in opposition to the Board of Directors' nominees and all nominees were elected, no additional information is required to be disclosed. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10 2001 Long-term Incentive Compensation Plan 11 Statement re computation of per-share earnings (b) Form 8-K A Form 8-K, was filed to announce a Stock Repurchase Program. This Program authorized the repurchase of up to 5%, or 310,000 shares of the Corporation's Common stock. No financial statements were required to be filed with the report. The Program was announced on June 28, 2001 and reported on Form 8-K filed on July 2, 2001. The financial information furnished herein has not been audited by independent accountants; however, in the opinion of management, all adjustments necessary for a fair presentation on the results of operations for the six month period ended June 30, 2001, have been included. Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NBC CAPITAL CORPORATION Registrant August 9, 2001 /s/ Richard T. Haston Date Richard T. Haston Executive Vice President, Chief Financial Officer and Treasurer