Item 2 Properties 74, 55 Item 3
Item 3 Legal Proceedings None Item 4
Item 4 Submission of Matters to a Vote of Security Holders None
PART II
Item 5
Item 5 Market for the Registrant's Common Equity and Related Shareholder Matters 60, 80, Back Cover Item 6
Item 6 Selected Financial Data 13 Item 7
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 13-41 Item 8
Item 8 Financial Statements and Supplementary Data Consolidated Financial Statements: Crestar Financial Corporation and Subsidiaries Consolidated Balance Sheets 42 Consolidated Statements of Income 43 Consolidated Statements of Cash Flows 44 Consolidated Statements of Changes in Shareholders' Equity 45 Notes to Consolidated Financial Statements 46-70 Independent Auditors' Report 71 Condensed Financial Information of Registrant 57, 60, 65-66 Selected Quarterly Financial Data 70 Item 9
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None
PART III
Item 10
Item 10 Directors (1) and Executive Officers of the Registrant 72, 73 Item 11
Item 11 Executive Compensation (1) Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management (1) Item 13
Item 13 Certain Relationships and Related Transactions (1)
PART IV
Item 14
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K: See Item 8 for a listing of all Financial Statements and Supplementary Data Reports on Form 8-K None Exhibits (2) 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 on February 23, 1996 by the undersigned, thereunto duly authorized.
CRESTAR FINANCIAL CORPORATION, Registrant
/s/John C. Clark III JOHN C. CLARK III, Corporate Senior Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February 23, 1996 by the following persons in the capacities indicated.
/s/Richard G. Tilghman RICHARD G. TILGHMAN, Chairman and Chief Executive Officer
/s/James M. Wells III JAMES M. WELLS III, President
/s/Richard F. Katchuk RICHARD F. KATCHUK, Corporate Executive Vice President and Chief Financial Officer
/s/James D. Barr JAMES D. BARR, Group Executive Vice President, Controller and Treasurer
A MAJORITY OF THE DIRECTORS OF THE REGISTRANT whose names appear on page 72.
- ------------------------------------------------------------------------------- 1 This information is omitted pursuant to Instruction G of Form 10-K since the Registrant intends to file with the Commission a definitive Proxy Statement, pursuant to Regulation 14A, not later than 120 days after December 31, 1995.
2 A list of Exhibits was filed separately. Copies of any Exhibits not contained herein may be obtained by writing to John C. Clark III, Secretary, Crestar Financial Corporation, 919 East Main Street, Richmond, VA 23261-6665.
NOTE: Any information not included herein has been omitted because it is not applicable.
SUPPLEMENTAL FINANCIAL INFORMATION Crestar Financial Corporation And Subsidiaries
MATURITY AND RATE SENSITIVITY OF SELECTED LOANS
TIME DEPOSITS $100,000 AND OVER December 31, 1995 In millions Maturity ----------------------------------------- 0-3 mos. 3-6 mos. 6-12 mos. over 1 yr. Total Certificates of deposit $100,000 and over $81.5 $12.3 $11.2 $ 11.2 $116.2 Domestic time deposits 17.2 25.4 36.6 103.0 182.2 - ------------------------------------------------------------------------------- Total $98.7 $37.7 $47.8 $114.2 $298.4 ===============================================================================
MAXIMUM SHORT-TERM BORROWINGS In thousands Maximum Outstanding At Any Month End ------------------------------------------ 1995 1994 1993 Federal funds purchased $1,318,928 $1,522,138 $ 699,202 Securities sold under repurchase agreements 826,671 1,026,502 1,359,351 Federal Home Loan Bank borrowings 484,200 371,200 96,800 Notes payable 177,300 163,731 112,365 Term federal funds purchased - - 50,000 Other 5,200 4,660 39,318 ================================================================================
SHORT-TERM BORROWINGS--AVERAGE BALANCES AND RATES
CONSOLIDATED STATEMENTS OF INCOME (FIVE YEARS) AND SUPPLEMENTARY DATA Crestar Financial Corporation And Subsidiaries
CONSOLIDATED AVERAGE BALANCES/NET INTEREST INCOME/RATES (1) Crestar Financial Corporation And Subsidiaries
1 Income and yields are computed on a tax-equivalent basis using the statutory federal income tax rate exclusive of the alternative minimum tax and nondeductible interest expense
2 Indicates earning asset or interest-bearing liability
(continued)
3 Nonaccrual loans are included in the average loan balances and income on such loans is recognized on a cash basis
4 The tax-equivalent adjustment to net interest income was $11.3 million in 1995, $10.9 million in 1994, $12.6 million in 1993, $16.0 million in 1992 and $22.1 million in 1991.
SELECTED RATIOS AND OTHER DATA Crestar Financial Corporation And Subsidiaries
1 Tax-equivalent basis
2 Loans which are both past due 90 days or more and not deemed nonaccrual due to an assessment of collectibility are specifically excluded from the definition of nonperforming
3 Dividends declared per common share represent historical dividends per common share declared by Crestar Financial Corporation
GENERAL INFORMATION Crestar Financial Corporation And Subsidiaries
CORPORATE HEADQUARTERS Crestar Center 919 East Main Street, P.O. Box 26665 Richmond, Virginia 23261-6665 (804)782-5000 TELEX: 827420
ANNUAL MEETING The 1996 Annual Meeting of Shareholders will be held at 10:00 a.m. on Friday, April 26, 1996 in our Corporate Headquarters auditorium.
COMMON STOCK Crestar's common stock is traded on the New York Stock Exchange where our symbol is CF. Dividends are customarily paid on the 21st of February, May, August and November.
QUARTERLY COMMON STOCK PRICES AND DIVIDENDS The high, low and last price of Crestar's common stock for each quarter of 1995 and 1994 and the dividends declared per share are shown below.
Market Price Quarter ---------------------- Dividends Ended High Low Last Declared March 31 $44 1/4 $37 $44 $.40 June 30 49 1/4 43 1/8 49 .45 September 30 58 3/8 47 3/4 55 7/8 .45 December 31 61 55 59 1/8 .45 - ---------------------------------------------------- March 31 $46 $39 3/8 $42 5/8 $.33 June 30 49 1/2 40 3/4 45 1/2 .40 September 30 49 3/4 44 5/8 45 5/8 .40 December 31 45 5/8 36 1/8 37 5/8 .40 ====================================================
In January 1996, a quarterly dividend on common stock of $.45 per share was declared.
FINANCIAL INFORMATION To obtain financial information on Crestar, contact Eugene S. Putnam, Jr., Senior Vice President-Investor Relations and Corporate Finance, at the Corporate Headquarters, (804)782-5619.
CORPORATE PUBLICATIONS Crestar's Annual Report and Form 10-K, Quarterly Reports and other corporate publications are available on request by writing or calling our Investor Relations Department at the Corporate Headquarters, (804)782-7152.
SHAREHOLDER INFORMATION In you have questions about a specific stock ownership account, write or call our Investor Relations Department at the Corporate Headquarters, (804)782-7933.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN Common shareholders receive a 5% discount from market price when they reinvest their Crestar dividends in additional shares. Shareholders participating in the Plan can also make optional cash purchases of common stock at market price and pay no brokerage commissions. To obtain our Plan prospectus and enrollment card, write or call our Investor Relations Department at the Corporate Headquarters, (804)782-7933.
CASH DIVIDEND DIRECT DEPOSIT Shareholders may elect to have their Crestar dividends directly deposited to a checking, savings or money market account. This service provides a convenient and safe method of receiving dividends and is offered at no cost to shareholders. To obtain additional information and an enrollment form, write or call our Investor Relations Department at the Corporate Headquarters, (804)782-7933.
[RECYCLE LOGO] This annual report is printed on recycled paper.
EXHIBITS
The following exhibits are filed with this form or are incorporated by reference in response to Item 14(c). Those exhibits not included herein are not applicable or the required information is shown in the Consolidated Financial Statements or the notes thereto.
2(a) Agreement and Plan of Merger By and Between Crestar Financial Corporation and Loyola Capital Corporation dated May 16, 1995 (filed as Annex 1 to Registrant's Form S-4, Registration Statement No. 33-60637, and incorporated by reference herein).
3(a) Restated Articles of Incorporation (filed as Exhibit 3(a) to Registrant's 1993 Form 10-K and incorporated by reference herein).
3(b) Bylaws as amended through September 22, 1995 (filed herewith).
4(a) Indenture dated as of September 1, 1993 for subordinated debt securities (filed as Exhibit 4.1 to Registration Statement No. 33-50387 and incorporated by reference herein). Pursuant to his indenture, a series of $150,000,000 of 8 3/4% subordinated Notes due 2004 have been issued, the terms of which are described in 4(g) below.
4(b) Indenture dated as of February 1, 1985 for subordinated debt securities (filed as Exhibit 4(c) to Registrant's 1985 Form 10-K and incorporated by reference herein). Pursuant to this Indenture, a series of $50,000,000 of 8 5/8% Subordinated Notes Due 1998 and a series of $125,000,000 of 8 1/4% Subordinated Notes Due 2002 have been issued, the terms of which are described in 4(c) and 4(e) below.
4(c) First Supplemental Indenture dated as of March 1, 1986 covering $50,000,000 of 8 5/8% Subordinated Notes due 1998 (filed as Exhibit 4(b) to Registration Statement No., 33-4332 and incorporated by reference herein).
4(d) Second Supplemental Indenture dated as of September 1, 1986 (filed as Exhibit 4.1 to Registrant's Form 8-K current report dated July 16, 1992 and incorporated by reference herein).
4(e) Third Supplemental Indenture dated as of July 1, 1992 covering $125,000,000 of 8 1/4% Subordinated Notes Due 2002 (filed as Exhibit 4(c) to Registrant's 1992 Form 10-K and incorporated by reference herein).
4(f) Rights Agreement dated June 23, 1989, between the Registrant and Mellon Bank, NA, as Rights Agent (filed as Exhibit 4.1 to the Registrant's Form 8-K current report dated June 23, 1989, and incorporated by reference herein).
4(g) Board of Directors Resolutions approving issuance of $150,000,000 of 8 3/4% Subordinated Notes due 2004 (filed as Exhibit 4(g) to Registrant's 1994 Form 10-K and incorporated by reference herein).
10(a) Performance Equity Plan of United Virginia Bankshares Incorporated (filed as Exhibit 10(a) to Registrant's 1987 Form 10-K and incorporated by reference herein).
10(b) Management Incentive Compensation Plan of Crestar Financial Corporation (filed as Exhibit 10(b) to Registrant's 1989 Form 10-K and incorporated by reference herein).
10(c) Crestar Financial Corporation Executive Life Insurance Plan as amended and restated effective January 1, 1991 (filed as Exhibit 10(d) to Registrant's 1993 Form 10-K and incorporated by reference herein).
10(d) Crestar Financial Corporation Executive Welfare Plan (filed as Exhibit 10(d) to Registrant's 1990 Form 10-K and incorporated by reference herein).
10(e) Amendments (effective December 18, 1992) to Crestar Financial Corporation Executive Welfare Plan (filed as Exhibit 10(e) to Registrant's 1992 Form 10-K and incorporated by reference herein).
10(f) 1981 Stock Option Plan of Crestar Financial Corporation and Affiliated Corporations as amended through January 25, 1991 (filed as Exhibit 10(e) to Registrant's 1991 Form 10-K and incorporated by reference herein).
10(g) Severance Agreement between the Corporation and Richard G. Tilghman dated February 23, 1996 (filed herewith).
10(h) Severance Agreement between the Corporation and James M. Wells III dated February 23, 1996 (filed herewith).
10(i) Severance Agreement between the Corporation and O. H. Parrish, Jr. dated February 23, 1996 (filed herewith).
10(j) Severance Agreement between the Corporation and William C. Harris dated February 23, 1996 (filed herewith).
10(k) Severance Agreement between the Corporation and C. Garland Hagen dated February 23, 1996 (filed herewith).
10(l) Crestar Financial Corporation Executive Severance Plan, as amended and restated effective February 23, 1996 (filed herewith).
10(m) Crestar Financial Corporation Excess Benefit Plan (filed as Exhibit 10(k) to Registrant's 1990 Form 10-K and incorporated by reference herein).
10(n) Amendments (effective December 18, 1992) to Crestar Financial Corporation Excess Benefit Plan (filed as Exhibit 10(m) to Registrant's 1992 Form 10-K and incorporated by reference herein).
10(o) United Virginia Bankshares Incorporated Deferred Compensation Program under Incentive Compensation Plan of United Virginia Bankshares Incorporated and Affiliated Corporations (filed as Exhibit 10(m) to Registrant's 1988 Form 10-K and incorporated by reference herein).
10(p) Amendment (effective 1/1/87) to United Virginia Bankshares Incorporated Deferred Compensation Program Under Incentive Compensation Plan of United Virginia Bankshares Incorporated and Affiliated Corporations (filed herewith).
10(q) Amendments (effective 1/1/87 and 1/1/88) to United Virginia Bankshares Incorporated Deferred Compensation Program Under Incentive Compensation Plan of United Virginia Bankshares Incorporated and Affiliated Corporations (filed herewith).
10(r) Amendment (effective 1/1/94) to Crestar Financial Corporation Deferred Compensation Program Under Incentive Compensation Plan of Crestar Financial Corporation and Affiliated Corporations (filed herewith).
10(s) Crestar Financial Corporation Deferred Compensation Plan for Outside Directors of Crestar Financial Corporation and Crestar Bank (filed as Exhibit 10(n) to Registrant's 1988 10-K and incorporated by reference herein).
10(t) Amendments (effective April 24, 1991) to Crestar Financial Corporation Deferred Compensation Plan for Outside Directors of Crestar Financial Corporation and Crestar Bank (filed as Exhibit 10(p) to Registrant's 1992 Form 10-K and incorporated by reference herein).
10(u) Crestar Financial Corporation Additional Nonqualified Executive Plan (filed as Exhibit 10(n) to Registrant's 1990 Form 10-K and incorporated by reference herein).
10(v) Amendments (effective December 18, 1992) to Crestar Financial Corporation Additional Nonqualified Executive Plan (filed as Exhibit 10(r) to Registrant's 1992 Form 10-K and incorporated by reference herein).
10(w) Crestar Financial Corporation Benefit Assurance Plan (filed as Exhibit 10(p) to Registrant's 1990 Form 10-K and incorporated by reference herein).
10(x) Amendments (effective December 18, 1992) to Crestar Financial Corporation Benefit Assurance Plan (filed as Exhibit 10(v) to Registrant's 1992 Form 10-K and incorporated by reference herein).
10(y) Crestar Financial Corporation Supplemental Benefit Plan (filed as Exhibit 10(q) to Registrant's 1990 Form 10-K and incorporated by reference herein).
10(z) Amendments (effective December 18, 1992) to Crestar Financial Corporation Supplemental Benefit Plan (filed as Exhibit 10(x) to Registrant's 1992 Form 10-K and incorporated by reference herein).
10(aa) Deferred Compensation Plan for Selected Employees of United Virginia Bankshares Incorporated and Affiliated Corporations (filed as Exhibit 10(r) to Registrant's 1990 Form 10-K and incorporated by reference herein).
10(ab) Amendment (effective January 1, 1987) to Deferred Compensation Plan for Selected Employees of United Virginia Bankshares Incorporated and Affiliated Corporations (filed as Exhibit 10(z) to Registrant's 1992 Form 10-K and incorporated by reference herein).
10(ac) Amendments (effective 1/1/87 and 1/1/88) to Deferred Compensation Plan for Selected Employees of United Virginia Bankshares Incorporated and Affiliated Corporations (filed herewith).
10(ad) Amendment (effective 1/1/94) to Deferred Compensation Plan for Selected Employees of Crestar Financial Corporation and Affiliated Corporations (filed herewith).
10(ae) Crestar Financial Corporation Premium Assurance Plan (filed as Exhibit 10(s) to Registrant's 1991 Form 10-K and incorporated by reference herein).
10(af) Amendments (effective December 18, 1992) to Crestar Financial Corporation Premium Assurance Plan (filed as Exhibit 10(ab) to Registrant's 1992 Form 10-K and incorporated by reference herein).
10(ag) Crestar Financial Corporation 1993 Stock Incentive Plan (filed as Exhibit 10(ad) to Registrant's 1993 Form 10-K and incorporated by reference herein).
10(ah) Amendments (effective October 27, 1995) to Crestar Financial Corporation 1993 Stock Incentive Plan (filed herewith).
10(ai) Crestar Financial Corporation Directors' Stock Compensation Plan (filed as Exhibit 10(ae) to Registrant's 1993 Form 10-K and incorporated by reference herein).
10(aj) Crestar Financial Corporation Temporary Executive Benefit Plan as amended through December 18, 1992 (filed as Exhibit 10(af) to Registrant's 1993 Form 10-K and incorporated by reference herein).
10(ak) Crestar Financial Corporation Permanent Executive Benefit Plan as amended through December 18, 1992 (filed as Exhibit 10(ag) to Registrant's 1993 Form 10-K and incorporated by reference herein).
10(al) Crestar Financial Corporation Supplemental Executive Retirement Plan, effective January 1, 1995 (filed herewith).
21 Subsidiaries (filed herewith).
23 Consent of KPMG Peat Marwick LLP (filed herewith).
Note: All Item 10 documents represent Executive Compensation Plans or Arrangements, or Amendments thereto.