ITEM 1 - BUSINESS
Ferro Corporation ("Ferro"), which was incorporated under the laws of Ohio in 1919, is a worldwide producer of specialty materials for industry by organic and inorganic chemistry. It operates (either directly or through wholly-owned subsidiaries or partially-owned affiliates) in 21 countries worldwide. Ferro produces a variety of specialty coatings, colors, ceramics, plastics, chemicals, and related products and services. Ferro's most important product is frit produced for use in porcelain enamels and ceramic glazes.
Most of the products produced by Ferro are classified as specialty materials, rather than commodities, because they are formulated or designed to perform a specific and important function in the manufacturing processes of Ferro customers or in their end products. These specialty materials are not sold in the high volume normally associated with commodity businesses.
Ferro specialty materials require a high degree of technical service on an individual customer basis. The value of these specialty materials stems not just from their raw materials composition, but from the result and performance they achieve in actual use.
A further description of Ferro's business, its principal products, their markets and applications is contained under all headings on pages 6 through 13 of its 1995 Annual Report to Shareholders, which is attached hereto as Exhibit 13 (the "Annual Report"). The information contained under the aforementioned headings on pages 6 through 13 of the Annual Report (excluding pages 8, 10 and 12 on which only pictures and text describing such pictures appear and the pictures and text describing such pictures on pages 9, 11 and 13) is incorporated herein by reference. Information concerning Ferro's business during 1995, 1994, and 1993 and certain transactions consummated during those years is included under the heading "Management's Discussion and Analysis" on pages 14 through 18 of the Annual Report and in Note 6 to Ferro's Consolidated Financial Statements, which are included in the Annual Report. Note 6 appears at pages 26 and 27 of the Annual Report. Such information is incorporated herein by reference. Additional information about Ferro's industry segments, including financial information relating thereto, is set forth in Note 11 to Ferro's Consolidated Financial Statements, which appears on pages 30 and 31 of the Annual Report and is incorporated herein by reference.
RAW MATERIALS
For the most part the raw materials essential to Ferro's operations both in the United States and overseas are obtainable from multiple sources worldwide. Ferro did not encounter significant raw material shortages in 1995 and does not anticipate such shortages in 1996.
PATENTS AND LICENSES
Ferro owns a substantial number of patents relating to its various products and their uses. While these patents are of importance to Ferro, it does not consider that the invalidity or expiration of any single patent or group of patents would have a material adverse effect on its business. Ferro patents expire at various dates through the year 2016.
Ferro does not hold any licenses, franchises or concessions which it considers to be material.
CUSTOMERS
Ferro does not consider that a material part of its Coatings, Colors and Ceramics or its Plastics businesses are dependent on any single customer or group of customers. In the Chemicals segment however, the loss of two or three of the largest customers could have a materially adverse effect on this segment.
BACKLOG OF ORDERS
In general there is no significant lead time between order and delivery in any of Ferro's business segments. As a result, Ferro does not consider that the dollar amount of backlog of orders believed to be firm as of any particular date is material for an understanding of its business. Ferro does not regard any material part of its business to be seasonal.
COMPETITION
With respect to most of its products, Ferro competes with a substantial number of companies, none of which is dominant. Exceptions to this are frit and powder coatings markets, where Ferro believes that it is the largest worldwide supplier. The details of foreign competition necessarily vary with respect to each foreign market.
Because of the specialty nature of Ferro's products, product performance characteristics and customer service are the most important components of the competition which Ferro encounters in the sale of nearly all of its products. However, in some of the markets served by Ferro, strong price competition is encountered from time to time.
RESEARCH AND DEVELOPMENT
A substantial number of Ferro's employees are involved in technical activities concerned with products required by the ever-changing markets of its customers. Laboratories are located at each of Ferro's major subsidiaries around the globe, where technical efforts are applied to the customer and market needs of that geographical area. In the United States, laboratories are maintained in each of its divisions. Backing up these divisional customer services laboratories is corporate research activity involving approximately 57 scientists and support personnel in the Cleveland area.
Expenditures for research and development activities relating to the development or significant improvement of new and/or existing products, services and techniques were approximately $23,150,000, $22,919,000 and $19,334,000 in 1995, 1994 and 1993, respectively. Expenditures for individual customer requests for research and development were not material.
ENVIRONMENTAL MATTERS
Ferro's manufacturing facilities, like those of industry generally, are subject to numerous laws and regulations designed to protect the environment, particularly in regard to plant wastes and emissions. In general, Ferro believes that it is in substantial compliance with the environmental regulations to which its operations are subject and that, to the extent Ferro may not be in compliance with such regulations, such non-compliance has not had a material adverse effect on Ferro. Moreover, while Ferro has not generally experienced substantial difficulty in complying with environmental requirements, compliance has required a continuous management effort and significant expenditures.
Ferro and its international subsidiaries authorized approximately $2,789,000, $6,040,000 and $8,970,000 in capital expenditures for environmental control during 1995, 1994 and 1993, respectively.
Two projects accounted for the majority of the environmental control capital expenditures in 1995:
a. Wastewater treatment plant expansion at Ferro chemical facility in Baton Rouge, Louisiana $ 750,000
b. EDA removal from wastewater system at Ferro chemical facility in Hammond, Indiana $ 660,000 ---------
Total -- Major Projects (1995) $1,410,000
Two major projects accounted for the high level of environmental control capital expenditures in 1994:
a. EDC collection and recovery system at a Ferro chemical facility in Hammond, Indiana $3,250,000
b. Zinc oxide production effluent treatment system in Portugal 1,370,000 ---------
Total -- Major Projects (1994) $4,620,000
Three major projects accounted for the high level of environmental control capital expenditures in 1993:
a. Wastewater treatment plant at a Ferro chemical facility in France $2,300,000
b. Replacement of underground tank farms at a Ferro chemical facility in Bedford, Ohio 1,600,000
c. Scrubbers at a Ferro facility in Brazil 1,400,000 ---------
Total -- Major Projects (1993) $5,300,000
During 1995 the Company reached an agreement in principle to settle a suit filed in August 1993 by the United States Environmental Protection Agency alleging violation of the Clean Water Act and the Rivers and Harbors Act by Keil Chemical, a production facility owned and operated by Ferro in Hammond, Indiana. The Company had been named as one of several defendants, including three local municipalities, one local government agency (a sewer district) and four other area industrial concerns. Subject to the negotiation of an acceptable consent decree, the Company will agree to pay a civil penalty of $0.4 million and to pay $1.4 million into a fund to be established to help clean up sediment in the West Branch of the Grand Calumet River. Terms of the consent decree are still being negotiated.
During 1994, the Company signed an Agreed Order with the Indiana Department of Environmental Management and the Hammond Department of Environmental Management (the "Agencies") settling the Agencies' claims that the Keil Chemical facility had violated various air emission regulations. Subject to satisfactory compliance with the terms of the Agreed Order, the United States Environmental Protection Agency has concluded its Notice of Violations against the Keil facility. Under the Agreed Order, the Company paid a civil cash penalty of $1.5 million, constructed a supplemental environmental project and commenced reduction of air emissions to reach compliance with federal and state air emission regulations under compliance schedules as contained in the Agreed Order.
EMPLOYEES
At December 31, 1995, Ferro employed approximately 6,914 full-time employees, including 4,059 employees in its foreign subsidiaries and affiliates and 2,855 in the United States.
Approximately 25% of the domestic workforce is covered by labor agreements, and approximately 4% is affected by union agreements which expire in 1996.
FOREIGN OPERATIONS
Financial information about Ferro's domestic and foreign operations is set forth on page 31 of the Annual Report and is incorporated herein by reference.
Ferro's products are produced and distributed in foreign as well as domestic markets. Ferro commenced its international operations in 1927.
Wholly-owned subsidiaries operate manufacturing facilities in Argentina, Australia, Brazil, Canada, England, France, Germany, Holland, Italy, Mexico, Spain, Taiwan and Thailand. Partially-owned affiliates manufacture in Ecuador, Indonesia, Japan, Portugal, Taiwan, Turkey and Venezuela.
Foreign operations (excluding Canada) accounted for 50% of the consolidated net sales and 53% of Ferro's consolidated operating income for the fiscal year 1995; comparable amounts for the fiscal year 1994 were 50% and 60% and for fiscal year 1993 were 50% and 53%.
Except for the sales of Ferro Enamel Espanola S.A. (Spain), Ferro France, S.a.R.L. (France), Ferro Chemicals S.A. (France), Ferro (Holland) B.V., Ferro Mexicana S.A. de C.V. (Mexico), Ferro (Great Britain) Ltd., Ferro Industrial Products Limited (Taiwan), Ferro Toyo Co., Ltd. (Taiwan) and Metal Portuguesa S.A. (Portugal), the sales of each of Ferro's subsidiaries are principally for delivery in the country in which the subsidiary is located. Ferro's European Community subsidiaries continue to reduce and eliminate, to the extent practical, duplication of product lines with the intended result being that only one subsidiary will be the primary provider of each line of Ferro specialty products to the entire European Community market.
Ferro receives technical service fees and/or royalties from many of its foreign subsidiaries. Historically, as a matter of general corporate policy, the foreign subsidiaries have been expected to remit a portion of their annual earnings to the parent as dividends. Several of the countries where Ferro has subsidiaries control the transfer of currency out of the country, but in recent years Ferro has been able to receive such remittances without material hindrance from foreign government restrictions. To the extent earnings of foreign subsidiaries are not remitted to Ferro, such earnings are intended to be indefinitely invested in those subsidiaries.
ITEM 2

ITEM 2 - PROPERTIES
Ferro's Research and Development Center is located in leased space in Independence, Ohio. The corporate headquarters office is located at 1000 Lakeside Avenue, Cleveland, Ohio and such property is owned by the Company. The business segments in which Ferro's plants are used and the locations of the principal manufacturing plants it owns in the United States are as follows:
COATINGS, COLORS AND CERAMICS -- Cleveland, Ohio; Nashville, Tennessee; Pittsburgh, Pennsylvania; Toccoa, Georgia; Orrville, Ohio; Shreve, Ohio; Penn Yan, New York; East Liverpool, Ohio; Crooksville, Ohio and East Rochester, New York. PLASTICS -- Plymouth, Indiana; Evansville, Indiana; Stryker, Ohio; Edison, New Jersey and South Plainfield, New Jersey. CHEMICALS -- Bedford, Ohio; Hammond, Indiana and Baton Rouge, Louisiana.
In addition, Ferro leases manufacturing facilities in Cleveland, Ohio (Chemicals); Fort Worth, Texas (Chemicals); Santa Barbara, California (Coatings) and San Marcos, California (Coatings).
Outside the United States, Ferro or its subsidiaries own manufacturing plants in Argentina, Australia, Brazil, Canada, France, Germany, Indonesia, Italy, Japan, Mexico, the Netherlands, Portugal, Spain, Taiwan, Thailand and the United Kingdom. Ferro or its subsidiaries lease manufacturing plants in Portugal, Germany and the Netherlands. In many instances, the manufacturing facilities outside of the United States are used in multiple business segments of Ferro.
Ferro believes that all of the foregoing facilities are generally well maintained and adequate for their present use. During the past year, several of Ferro's plants have been operating near capacity.
ITEM 3

ITEM 3 - LEGAL PROCEEDINGS
Information set forth in Note 7 to Ferro's Consolidated Financial Statements on page 27of the Annual Report is incorporated herein by reference.
Information regarding certain legal proceedings with respect to environmental matters is contained under Part I of this Annual Report on Form 10-K.
The law firm of Squire, Sanders & Dempsey, of which Mark A. Cusick is a partner, provided legal services to Ferro in 1995 and Ferro plans to continue the use of such firm in 1996. Mr. Cusick is the Secretary of Ferro.
ITEM 4

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Ferro's security holders during the fourth quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
There is set forth below the name, age, positions and offices held by each individual serving as executive officer as of March 15, 1996 as well as their business experience during the past five years. Years indicate the year the individual was named to the indicated position. There is no family relationship between any of Ferro's executive officers.
Albert C. Bersticker - 61 Chairman of the Board and Chief Executive Officer, 1996 President and Chief Executive Officer, 1991 President and Chief Operating Officer, 1988
Werner F. Bush - 56 Executive Vice President and Chief Operating Officer, 1993 Senior Vice President, Coatings, Colors and Ceramics, 1991 Group Vice President, Coatings, Colors and Electronic Materials, 1988
David G. Campopiano - 46 Vice President, Corporate Development, 1989
R. Jay Finch - 54 Vice President, Specialty Plastics, 1991 Vice President and General Manager, Plastics & Rubber Division, Mobay Corporation, 1984
James B. Friederichsen - 53 Vice President, Specialty Chemicals, 1994 President, MTM Americas, 1990
D. Thomas George - 48 Treasurer, 1991 Director, Treasury Operations, 1989
J. Larry Jameson - 58 Vice President, Powder Coatings, 1996 Self Employed, Coatings Consultant, 1993 Chief Executive Officer, Pirelli Cable Corporation, 1993 President, Coatings and Colorants Division, BASF Corporation,
Charles M. Less - 46 Vice President, Marketing, 1995 Group Market Manager, Rohm and Haas, 1992 Business Manager Coatings, Europe, Rohm and Haas, 1987
Hector R. Ortino - 53 President, 1996 Executive Vice President and Chief Financial-Administrative Officer, 1993 Senior Vice President and Chief Financial Officer, 1991 Vice President, Finance and Chief Financia Officer, 1987
Richard C. Oudersluys - 56 Vice President, Inorganic Coatings and Colorants, 1994 Vice President, Pigments and Glass/Ceramics Colorants, 1992 General Manager, Color Division, 1987
Thomas O. Purcell, Jr. - 51 Vice President, Research and Development, 1991 Associate Director Research, Plastics, 1990
Gary H. Ritondaro - 49 Vice President and Chief Financial Officer, 1996 Vice President, Finance, 1993 Vice President, Controller, 1991 Controller, 1986
PART II - --------------------------------------------------------------------------------
ITEM 5

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information regarding the recent price and dividend history of Ferro's Common Stock, the principal market for its Common Stock and the number of holders thereof is set forth under the heading "Quarterly Data" on page 34 of the Annual Report. Said information is incorporated herein by reference. Information concerning dividend restrictions is contained in Note 3 to Ferro's Consolidated Financial Statements on pages 24 and 25 of the Annual Report and said information is incorporated herein by reference.
ITEM 6

ITEM 6 - SELECTED FINANCIAL DATA
The summary of selected financial data for each of the last five years set forth under the heading "Selected Financial Data " on pages 32 and 33 of the Annual Report is incorporated herein by reference.
ITEM 7

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
The information contained under the heading "Management's Discussion and Analysis" on pages 14 through 18 of the Annual Report is incorporated herein by reference.
ITEM 8

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Ferro and its subsidiaries contained on pages 19 through 31, inclusive, of the Annual Report, including the Notes to Consolidated Financial Statements, are incorporated herein by reference.
ITEM 9

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are no such changes or disagreements.
PART III - --------------------------------------------------------------------------------
ITEM 10

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding directors of Ferro contained under the headings "Election of Directors" and "Certain Matters Pertaining to the Board of Directors" on pages 1 through 9, inclusive, of Ferro's Proxy Statement dated March 12, 1996, is incorporated herein by reference. Information regarding executive officers of Ferro is contained under Part I of this Annual Report on Form 10-K.
ITEM 11

ITEM 11 - EXECUTIVE COMPENSATION
The information required by this Item 11 is set forth under the heading "Information Concerning Executive Officers" on pages 14 through 28, inclusive, of Ferro's Proxy Statement dated March 12, 1996, and is incorporated herein by reference.
ITEM 12

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 is set forth under the headings "Election of Directors" and "Security Ownership of Directors, Officers and Certain Beneficial Owners" on pages 1 through 8 of Ferro's Proxy Statement dated March 12, 1996 and is incorporated herein by reference.
ITEM 13

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships or transactions that are required to be reported.
PART IV - --------------------------------------------------------------------------------
ITEM 14

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
1. DOCUMENTS FILED AS PART OF THIS ANNUAL REPORT ON FORM 10-K:
(a) THE FOLLOWING CONSOLIDATED FINANCIAL STATEMENTS OF FERRO CORPORATION AND ITS SUBSIDIARIES, CONTAINED ON PAGES 19 THROUGH 31, INCLUSIVE, OF THE ANNUAL REPORT ARE INCORPORATED HEREIN BY REFERENCE:
Consolidated Statements of Income for the years ended December 31, 1995, 1994 and 1993
Consolidated Balance Sheets at December 31, 1995 and 1994
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(b) THE FOLLOWING ADDITIONAL INFORMATION FOR THE YEARS 1995, 1994 AND 1993, IS SUBMITTED HEREWITH:
Independent Auditors' Report on Financial Statement Schedule
Schedule VIII - Valuation and Qualifying Accounts and Reserves
All other schedules have been omitted because the material is not applicable or is not required as permitted by the rules and regulations of the Securities and Exchange Commission, or the required information is included in notes to consolidated financial statements.
Financial statements of foreign affiliates in which Company ownership exceeds 20 percent, accounted for on the equity method, are not included herein since, in the aggregate, these companies do not constitute a significant subsidiary.
Financial Statement Schedule VIII, together with the independent Auditors' Report thereon, are contained on pages and of this Annual Report on Form 10-K.
(c) EXHIBITS:
(3) Articles of Incorporation and by-laws
(a) Eleventh Amended Articles of Incorporation. (Reference is made to Exhibit 3 to Ferro Corporation's Quarterly Report on Form 10-Q for the three months ended September 30, 1989, which Exhibit is incorporated herein by reference.)
(b) Certificate of Amendment to the Eleventh Amended Articles of Incorporation of Ferro Corporation filed December 28, 1994. (Reference is made to Exhibit (3)(b) to Ferro Corporation's Annual Report on Form 10-K for the year ended December 31, 1994, which Exhibit is incorporated herein by reference.)
(c) Amended Code of Regulations. (Reference is made to Exhibit (3)(b) to Ferro Corporation's Quarterly Report on Form 10-Q for the three months ended June 30, 1987, which Exhibit is incorporated herein by reference.)
(4) Instruments defining rights of security holders, including indentures
(a) Revolving Credit Agreement by and between Ferro and four commercial banks dated August 22, 1990. (Reference is made to Exhibit 10 to Ferro Corporation's Form 10-Q for the three months ended September 30, 1990, which Exhibit is incorporated herein by reference.)
(b) Amendment Number 1 dated May 31, 1991, to the Revolving Credit Agreement by and between Ferro and four commercial banks. (Reference is made to Exhibit 4(b)(1) to Ferro Corporation's Quarterly Report on Form 10-Q for the three months ended June 30, 1991, which Exhibit is incorporated herein by reference.)
(c) Amendment Number 2 dated July 30, 1991, to the Revolving Credit Agreement by and between Ferro and four commercial banks. (Reference is made to Exhibit 4(b)(2) to Ferro Corporation's Form 10-Q for the three months ended June 30, 1991, which Exhibit is incorporated herein by reference.)
(d) Amendment Number 3 dated December 31, 1991, to the Revolving Credit Agreement by and between Ferro and four commercial banks. (Reference is made to Exhibit 4 to Ferro Corporation's Form 10-K for the year ended December 31, 1991, which Exhibit is incorporated herein by reference.)
(e) Amendment Number 4 dated July 21, 1992, to the Revolving Credit Agreement by and between Ferro and four commercial banks. (Reference is made to Exhibit 4 to Ferro Corporation's Form 10-Q for the three months ended June 30, 1992, which Exhibit is incorporated herein by reference.)
(f) Amendment Number 5 dated April 20, 1993, to the Revolving Credit Agreement by and between Ferro and four commercial banks. (Reference is made to Exhibit 4(b)(4) to Ferro Corporation's Form 10-Q for the three months ended June 30, 1993, which Exhibit is incorporated herein by reference.)
(g) Amendment Number 6 dated June 22, 1995, to the Revolving Credit Agreement by and between Ferro and four commercial banks. (Reference is made to Exhibit 4(b)(4) to Ferro Corporation's Form 10-Q for the three months ended June 30, 1995, which Exhibit is incorporated herein by reference.)
(h) Amendment Number 7 dated October 25, 1995 to the Revolving Credit Agreement by and between Ferro Corporation and four commercial banks. (Reference is made to Exhibit 4(b)(4) to Ferro Corporation's Form 10-Q for the three months ended September 30, 1995, which Exhibit is incorporated herein by reference.)
(i) Rights Agreement between Ferro Corporation and National City Bank, Cleveland, Ohio, as Rights Agent, dated as of March 21, 1986. (Reference is made to Exhibit 1.2 to the Registration Statement on Form 8-A dated March 26, 1986, which Exhibit is incorporated herein by reference.)
(j) Amendment No. 1 to Rights Agreement between Ferro Corporation and National City Bank, Cleveland, Ohio, as Rights Agent, dated as of March 31, 1989. (Reference is made to Exhibit 1 to Form 8-K filed with the Commission on March 31, 1989, which Exhibit is incorporated herein by reference.)
(k) The rights of the holders of Ferro's Debt Securities issued and to be issued pursuant to an Indenture between Ferro and Society National Bank, as Trustee, are described in the form of Indenture dated May 1, 1993 filed as Exhibit 4(j) to Ferro Corporation's Form
10-Q for the three months ended June 30, 1993. Said Exhibit is incorporated herein by reference.
(10) Material Contracts
(a) Key elements of Ferro's Incentive Compensation Plan are set forth under the heading "Report of the Compensation and Organization Committee" on pages 14 through 18 of the Proxy Statement dated March 20, 1995. Said description is incorporated herein by reference.
(b) Ferro's 1995 Performance Share Plan. (Reference is made to Exhibit A of Ferro Corporation's Proxy Statement dated March 20, 1995, which exhibit is incorporated herein by reference.)
(c) Ferro Corporation Savings and Stock Ownership Plan. (Reference is made to Exhibit 4.3 to Ferro Corporation's Quarterly Report on Form 10-Q for the three months ended March 31, 1989, which Exhibit is incorporated herein by reference.)
(d) Ferro's 1985 Employee Stock Option Plan for Key Personnel (Amended and Restated). (Reference is made to Exhibit A to Ferro Corporation's Proxy Statement dated March 11, 1991, which Exhibit is incorporated by reference.) Reference is also made to pages 13 and 14 of Ferro Corporation's Proxy Statement dated March 20, 1995, for an amendment to the plan and to pages 10 through 13 of Ferro Corporation's Proxy Statement dated March 12, 1996 regarding proposed amendments to the Plan, subject to shareholder approval at the 1996 annual meeting.
(e) Form of Indemnification Agreement (adopted January 25, 1991 for use from and after that date). (Reference is made to Exhibit 10 to Ferro Corporation's Form 10-K for the year ended December 31, 1990, which Exhibit is incorporated herein by reference.)
(f) Agreement between Ferro Corporation and Frank A. Carragher dated October 18, 1993. (Reference is made to Exhibit 10.1 to Ferro Corporation's Form 10-K for the year ended December 31, 1993, which Exhibit is incorporated herein by reference.)
(g) Amended and Restated Executive Employment Agreement dated July 28, 1995. (Reference is made to Exhibit 10 (b) of Ferro Corporation's Form 10-Q for the three months ended September 30, 1995, which Exhibit is incorporated herein by reference.)
(h) Schedule I listing the officers with whom Ferro has entered into currently effective executive employment agreements. A copy of such Schedule I is attached hereto as Exhibit 10.
(i) Various agreements relating to an Asset Defeasance Financing including a Participation Agreement dated as of October 31, 1995 among Ferro Corporation, State Street Bank and Trust Company (not in its individual capacity but solely as Trustee), the financial institutions named as Purchasers, and Citibank N.A, as Agent, and a Lease dated October 31, 1995 between State Street Bank and Trust Company (not in its individual capacity but solely as Trustee) as Lessor and Ferro Corporation as Lessee.
The additional agreements are available upon request. (Reference is made to Exhibit 10(a) of Ferro Corporation's Form 10-Q for the three months ended September 30, 1995, which Exhibit is incorporated herein by reference.)
(j) Separation Agreement between Ferro Corporation and James F. Fisher dated March 22, 1995 is attached hereto as Exhibit 10.1.
(11) Statement Regarding Computation of Earnings per Share.
(12) Ratio of Earnings to Fixed Charges.
(13) Annual Report to Shareholders for the year ended December 31, 1995.
(21) List of Subsidiaries.
(23) Consent of KPMG Peat Marwick LLP to the incorporation by reference of their audit report on the Consolidated Financial Statements contained in the Annual Report into Ferro's Registration Statements on Form S-8 Registration Nos. 2-61407, 33-28520 and 33-45582 and Ferro's Registration Statement on Form S-3 Registration No. 33-51284 and Registration No. 33-63855.
2. REPORTS ON FORM 8-K:
No reports on Form 8-K were filed for the three months ended December 31,
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
FERRO CORPORATION
By /s/Albert C. Bersticker ------------------------- Albert C. Bersticker, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in their indicated capacities and as of this 27th day of March, 1996.
/s/Adolph Posnick Director Adolph Posnick
/s/Rex A. Sebastian Director Rex A. Sebastian
/s/Dennis W. Sullivan Director Dennis W. Sullivan
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE ------------------------------------------------------------
The Shareholders and Board of Directors Ferro Corporation
Under date of January 24, 1996, we reported on the consolidated balance sheets of Ferro Corporation and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, as contained in the 1995 annual report to shareholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1995. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement Schedule VIII, Valuation and Qualifying Accounts and Reserves. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Cleveland, Ohio January 24, 1996
FERRO CORPORATION AND SUBSIDIARIES
Schedule VIII - Valuation and Qualifying Accounts and Reserves
Years ended December 31, 1995, 1994 and 1993
(thousands of dollars)
Notes: (A)Accounts written off, less recoveries (B)Adjustment in respect of differences in rates of exchange (C)Acquisitions and divestitures, net
EXHIBIT INDEX -------------
Exhibit (10) Schedule I
Exhibit (10.1) Separation Agreement Between Ferro Corporation and James F. Fisher
Exhibit (11) Statement Regarding Computation of Earnings per Share
Exhibit (12) Ratio of Earnings to Fixed Charges
Exhibit (13) Annual Report to Shareholders
Exhibit (21) List of Subsidiaries
Exhibit (23) Consent of KPMG Peat Marwick LLP
Exhibit (27) Financial Data Schedule (Electronic Filing Only)


ITEM 1. BUSINESS
National City Bancshares, Inc., (hereinafter referred to as the "Corporation"), is an Indiana Corporation organized in 1985 to engage in the business of a bank holding company. Based in Evansville, Indiana, the Corporation has eleven wholly owned subsidiaries, including nine commercial banks and one savings bank serving twenty-three communities with a total of thirty-two banking centers, one leasing corporation, and one insurance agency (which is a subsidiary of a subsidiary bank). Each subsidiary, its locations, number of offices, year founded, and date of merger is shown below.
The Corporation's subsidiary banks provide a wide range of financial services to the communities they serve in Southwestern Indiana, Western Kentucky and Southeastern Illinois. These services include various types of deposit accounts; safe deposit boxes; safekeeping of securities; automated teller machines; consumer, mortgage, and commercial loans; mortgage loan sales and servicing; letters of credit; accounts receivable management (financing, accounting, billing and collecting); and complete personal and corporate trust services. All banks are members of the Federal Deposit Insurance Corporation.
The Corporation's nonbank subsidiary, NCBE Leasing Corp., operates as a full service equipment and real property leasing company offering its services to all commercial clients of the Corporation's subsidiary banks.
UniFed, Inc., a wholly owned nonbank subsidiary of Pike County Bank (which is a wholly owned subsidiary of the Corporation), operates as an insurance agency offering various insurance products through several insurance companies or underwriters and sells the following types of insurance: casualty, property, homeowners, business, and automobile.
At December 31, 1995, the Corporation and its subsidiaries had 445 full-time equivalent employees. The subsidiaries provide a wide range of employee benefits and consider employee relations to be excellent.
COMPETITION
The Corporation has active competition in all areas in which it presently engages in business. Each subsidiary bank competes for commercial and individual deposits and loans with commercial banks, savings and loan associations, credit unions connected with local businesses, and other non-banking institutions. The Corporation's leasing company competes with bank and nonbank leasing companies as well as finance subsidiaries of major equipment vendors.
FOREIGN OPERATIONS
The Corporation and its subsidiaries have no foreign branches or significant business with foreign obligers or depositors.
REGULATION AND SUPERVISION
The following is a summary of certain statutes and regulations affecting the Corporation and its subsidiaries. This summary is qualified in its entirety by such statutes and regulations.
The Corporation
The Corporation is a registered bank holding company under the Bank Holding Company Act as amended ("BHC Act") and as such is subject to regulation by the Board of Governors of the Federal Reserve Board ("FRB"). A bank holding company is required to file with the FRB quarterly reports and other information regarding its business operations and those of its subsidiaries. A bank holding company and its subsidiary banks are also subject to examination by the FRB.
The BHC Act requires every bank holding company to obtain the prior approval of the FRB before acquiring substantially all the assets of any bank or bank holding company or ownership or control of any voting shares of any bank or bank holding company, if, after such acquisition, it would own or control, directly or indirectly, more than 5% of the voting shares of such bank or bank holding company. Bank holding companies are also prohibited from acquiring shares of any bank located outside the state in which the operations of the bank holding company's banking subsidiaries are principally conducted, unless such an acquisition is specifically authorized by statute of the state in which the bank whose shares are to be acquired is located. However, the BHC Act does not place territorial restrictions on the activities of nonbank subsidiaries of a bank holding company.
In approving acquisitions by bank holding companies of companies engaged in banking-related activities, the FRB considers whether the performance of any such activity by a subsidiary of the holding company reasonably can be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency, which outweigh possible adverse effects, such as over concentration of resources, decrease of competition, conflicts of interest, or unsound banking practices.
Bank holding companies are restricted in, and subject to, limitations regarding transactions with subsidiaries and other affiliates.
In addition, bank holding companies and their subsidiaries are prohibited from engaging in certain "tie in" arrangements in connection with any extensions of credit, leases, sales of property or furnishing of services.
In connection with its acquisition of United Federal Savings Bank ("UFSB"), the Corporation became subject to supervision and regulation by the Office of Thrift Supervision ("OTS"), as a registered thrift holding company under the provision of the Home Owners Loan Act. The OTS has regulatory and supervisory jurisdiction over UFSB as well as the Corporation.
Subsidiaries of the Corporation
The Corporation operates two national banks, The National City Bank of Evansville and The Peoples National Bank of Grayville. As national banks, these banks are supervised and regulated by the Comptroller of the Currency ("OCC"), and subject to laws and regulations applicable to national banks.
In addition to its national bank subsidiaries, the Corporation operates five Indiana state chartered banks; The Farmers and Merchants Bank, Lincolnland Bank, The Bank of Mitchell, Pike County Bank, and The State Bank of Washington; a Kentucky state chartered bank, First Kentucky Bank; and an Illinois state chartered bank, White County Bank. As state banks, they are supervised and regulated by their state banking supervisor and the Federal Deposit Insurance Corporation ("FDIC") as their primary federal banking regulatory agency.
Finally, the Corporation operates a federal savings bank, United Federal Savings Bank, which is supervised and regulated by the OTS.
Capital
The FRB, OCC, OTS, and FDIC require banks and holding companies to maintain minimum capital ratios.
The FRB has adopted final "risk-adjusted" capital guidelines for bank holding companies. The new guidelines became fully implemented as of December 31, 1992. The OCC, OTS, and FDIC have adopted substantially similar risk-based capital guidelines. These ratios involve a mathematical process of assigning various risk weights to different classes of assets, then evaluating the sum of the risk-weighted balance sheet structure against the Corporation's capital base. The rules set the minimum guidelines for the ratio of capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) at 8%. At least half of the total capital is to be composed of common equity, retained earnings, and a limited amount of perpetual preferred stock less certain goodwill items ("Tier I Capital"). The remainder may consist of a limited amount of subordinated debt, other preferred stock, or a limited amount of loan loss reserves.
In addition, the federal banking regulatory agencies have adopted leverage capital guidelines for banks and bank holding companies. Under these guidelines, banks and bank holding companies must maintain a minimum ratio of 3% Tier 1 Capital (as defined for purposes of the year-end 1992 risk-based capital guidelines) to total assets. The FRB has indicated, however, that banking organizations that are experiencing or anticipating significant growth, are expected to maintain capital ratios well in excess of the minimum levels.
Regulatory authorities may increase such minimum requirements for all banks and bank holding companies or for specified banks or bank holding companies. Increases in the minimum required ratios could adversely affect the Corporation and the subsidiary banks, including the ability to pay dividends.
Additional Regulation
The Corporation's banks are also subject to federal regulation as to such matters as required reserves, limitation as to the nature and amount of its loans and investments, regulatory approval of any merger or consolidation, issuance or retirement of their own securities, limitations upon the payment of dividends and other aspects of banking operations. In addition, the activities and operations of the Corporation's banks are subject to a number of additional detailed, complex and sometimes overlapping laws and regulations. These include state usury and consumer credit laws, state laws relating to fiduciaries, the Federal Truth-in-Lending Act and Regulation Z, the Federal Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Truth in Savings Act, the Community Reinvestment Act, anti-redlining legislation and antitrust laws.
Dividend Regulation
The ability of the Corporation to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends which may be declared by the Corporation's banks. Generally, the Corporation's banks may not declare a dividend, without the approval of the appropriate federal and state regulatory agencies if the total of dividends declared by such subsidiary bank in a calendar year exceeds the total of its net profits for that year combined with its retained profits of the preceding two years.
Government Policies and Legislation
The policies of regulatory authorities, including the FRB, OCC, FDIC, OTS and the Depository Institutions Deregulation Committee, have had a significant effect on the operating results of commercial banks and thrifts in the past and are expected to do so in the future. An important function of the Federal Reserve System is to regulate aggregate national credit and money supply through such means as open market dealings in securities, establishment of the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits. Policies of these agencies may be influenced by many factors, including inflation, unemployment, short-term and long-term changes in the international trade balance and fiscal policies of the United States government.
The United States Congress has periodically considered and adopted legislation which has resulted in further deregulation of both banks and other financial institutions, including mutual funds, securities
brokerage firms and investment banking firms. No assurance can be given as to whether any additional legislation will be adopted or as to the effect such legislation would have on the business of the Corporation or the Corporation's banks.
In addition to the relaxation or elimination of geographic restrictions on banks and bank holding companies, a number of regulatory and legislative initiatives have the potential for eliminating many of the product line barriers presently separating the services offered by commercial banks from those offered by nonbanking institutions. For example, Congress recently has considered legislation which would expand the scope of permissible business activities for bank holding companies (and in some cases banks) to include securities underwriting, insurance services, and various real estate related activities as well as allowing interstate branching.
Deposit Insurance
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted in 1991. Among other things, FDICIA requires federal bank regulatory authorities to take "prompt corrective action" with respect to banks that do not meet minimum capital requirements. For these purposes, FDICIA established five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. The Corporation and each of the Corporation's banks currently exceed the regulatory definition of a "well capitalized" financial institution.
The FRB, OCC, OTS, and FDIC have adopted regulations to implement the prompt corrective action provisions of FDICIA, effective December 19, 1992. Among other things, the regulations define the relevant capital measures for the five capital categories. An institution is deemed to be "well capitalized" if it has a total risk-based capital ratio (total capital to risk-weighted assets) of 10% or greater, a Tier 1 risk-based capital ratio (Tier 1 Capital to risk-weighted assets) of 6% or greater, and a Tier 1 leverage capital ratio (Tier 1 Capital to total assets) of 5% or greater, and is not subject to a regulatory order, agreement or directive to meet and maintain a specific capital level for any capital measure. An institution is deemed to be "adequately capitalized" if it has a total risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital of 4% or greater, and (generally) a Tier 1 leverage capital ratio of 4% or greater, and the institution does not meet the definition of a "well capitalized" institution. An institution is deemed to be "critically undercapitalized" if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2%. "Undercapitalized" banks are subject to growth limitations and are required to submit a capital restoration plan. If an "undercapitalized" bank fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. "Significantly undercapitalized" banks may be subject to a number of
requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. "Critically undercapitalized" institutions may not, beginning 60 days after becoming "critically undercapitalized", make any payment of principal or interest on their subordinated debt.
As an FDIC-insured institution, each of the Corporation's banks is required to pay deposit insurance premium assessments to the FDIC. Pursuant to FDICIA, the FDIC adopted a transitional risk-based assessment system, effective January 1, 1993, under which all insured depository institutions were placed into one of nine categories and assessed insurance premiums, ranging from .23% to .31% of deposits, based upon their level of capital and supervisory evaluation. Institutions classified as well-capitalized (as defined by the FDIC) and considered healthy pay the lowest premium while institutions that are less than adequately capitalized (as defined by the FDIC) and considered of substantial supervisory concern pay the highest premium. Risk classification of all insured institutions is made by the FDIC for each semiannual assessment period.
On June 17, 1993, the FDIC issued regulations establishing a permanent risk-based assessment system. These regulations took effect October 1, 1993, and were first used to determine assessments for the assessment period commencing January 1, 1994. Although the FDIC previously requested comments on whether the range of risk-based premiums should be expanded so that institutions posing the least risk to the deposit insurance funds would pay less than .23% of deposits and institutions posing the highest risk would pay more than .31% of deposits, the FDIC did not change the premium range and the permanent risk-based assessment system adopted by the FDIC is substantially the same as the transitional system. During 1994, the Corporation's banks were assessed at the rate of .23% of deposits under the transitional assessment system.
Effective July 1, 1995, the FDIC implemented a change to the insurance premium rates charged by the Bank Insurance Fund (BIF) and reduced the rates charged to those institutions posing the least risk to the deposit insurance fund to .04% of deposits. Effective January 1, 1996, the FDIC further reduced the BIF rates applicable to those institutions posing the least risk to the deposit insurance fund to a flat fee of $2,000, regardless of the amount of deposits of such institution. In institutions posing the least risk, deposits continue to be insured by Savings Association Insurance Fund (SAIF) at the rate of .23% of deposits. The Corporation's banking and thrift subsidiaries are all insured by the BIF and SAIF at the lowest premium rates charged.
The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue
operations, or has violated any applicable law, regulation, order, or any condition imposed in writing by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital. Management of the Corporation is not aware of any activity or condition that could result in termination of the deposit insurance of the Corporation's banks.
Recent Legislation
On September 29, 1994, the Reigle/Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Act") was signed into law. This Interstate Act effectively permits nationwide banking. The Interstate Act provides that one year after enactment, adequately capitalized and adequately managed bank holding companies may acquire banks in any state, even in those jurisdictions that currently bar acquisitions by out-of-state institutions, subject to deposit concentration limits. The deposit concentration limits provide that regulatory approval by the FRB may not be granted for a proposed interstate acquisition if after the acquisition, the acquiror on a consolidated basis would control more than 10% of the total deposits nationwide or would control more than 30% of deposits in the state where the acquiring institution is located. The deposit concentration state limit does not apply for initial acquisitions in a state and in every case, may be waived by the state regulatory authority. Interstate acquisitions are subject to compliance with the Community Reinvestment Act ("CRA"). States are permitted to impose age requirements not to exceed five years on target banks for interstate acquisitions. States are not allowed to opt-out of interstate banking.
Branching between states may be accomplished either by merging separate banks located in different states into one legal entity, or by establishing de novo branches in another state. Consolidation of banks is not permitted until June 1, 1997, provided that the state has not passed legislation "opting-out" of interstate branching. If a state opts-out prior to June 1, 1997, then banks located in that state may not participate in interstate branching. A state may opt-in to interstate branching by bank consolidation or by de novo branching by passing appropriate legislation earlier than June 1, 1997. Interstate branching is also subject to a 30% statewide deposit concentration limit on a consolidated basis, and a 10% nationwide deposit concentration limit. The laws of the host state regarding community reinvestment, fair lending, consumer protection (including usury limits) and establishment of branches shall apply to the interstate branches.
De novo branching by an out-of-state bank is not permitted unless the host state expressly permits de novo branching by banks from out-of-state. The establishment of an initial de novo branch in a state is subject to the same conditions as apply to initial acquisition of a bank in the host state other than the deposit concentration limits.
Effective one year after enactment, the Interstate Act permits bank subsidiaries of a bank holding company to act as agents for affiliated depository institutions in receiving deposits, renewing time deposits, closing loans, servicing loans, and receiving payments on loans and other obligations. A bank acting as agent for an affiliate shall not be considered a branch of the affiliate. Any agency relationship between affiliates must be on terms that are consistent with safe and sound banking practices. The authority for an agency relationship for receiving deposits includes the taking of deposits for an existing account but is not meant to include the opening or origination of new deposit accounts. Subject to certain conditions, insured savings associations which were affiliated with banks as of June 1, 1994, may act as agents for such banks. An affiliate bank or savings association may not conduct any activity as an agent which such institution is prohibited from conducting as principal. If an interstate bank decides to close a branch located in a low or moderate income area, it must comply with additional branch closing notice requirements. The appropriate regulatory agency is authorized to consult with community organizations to explore options to maintain banking services in the affected community where the branch is to be closed.
To ensure that interstate branching does not result in taking deposits without regard to a community's credit needs, the regulatory agencies are directed to implement regulations prohibiting interstate branches from being used as "deposit production offices". The regulations to implement its provisions are due by June 1, 1997. The regulations must include a provision to the effect that if loans made by an interstate branch are less than fifty percent of the average of all depository institutions in the state, then the regulator must review the loan portfolio of the branch. If the regulator determines that the branch is not meeting the credit needs of the community, it has the authority to close the branch and to prohibit the bank from opening new branches in that state.
When the interstate banking provisions become effective in one year, the Corporation will have enhanced opportunities to acquire banks in any state subject to approval by the appropriate federal and state regulatory agencies. When the interstate branching provisions become effective in June 1997, the Corporation will have the opportunity to consolidate its affiliate banks to create one legal entity with branches in more than one state should management decide to do so, or to establish branches in different states, subject to any state opt-out provisions. The agency authority permitting the Corporation's affiliate banks to act as agents for each other in accepting deposits or servicing loans should make it more convenient for customers of one of the Corporation's bank to transact their banking business at a Corporation's affiliate in another state provided that operations are in place to facilitate these out-of-state transactions.
On November 18, 1993, the FDIC, together with the FRB, OCC, and OTS, published for comment proposed rules implementing the FDICIA
requirement that the federal banking agencies establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions. The proposal would establish standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. In general, the standards set forth in the proposal consist of the goals to be achieved in each area, and each institution would be responsible for establishing its own procedures to achieve those goals. Additionally, the proposal would establish a maximum permissible ratio of classified assets to capital and a minimum required earnings ratio. If an institution failed to comply with any of the standards set forth in the proposal, the institution would be required to submit to its primary federal regulator a plan for achieving and maintaining compliance. Failure to submit an acceptable plan, or failure to comply with a plan that has been accepted by the appropriate regulator, would constitute grounds for further enforcement action. Based upon a review of the proposal, management of the Corporation believes that the proposal, if adopted in substantially the form proposed, will not have a material adverse effect on the Corporation.
On May 17, 1995, the FDIC, together with the FRB, OCC, and OTS issued new regulations under the Community Reinvestment Act ("CRA"). Under the regulations, an institution's performance in meeting the credit needs of its entire community, including low and moderate income areas, as required by the CRA, are evaluated under three tests: the "lending test", which considers the extent to which the institution makes loans in the low and moderate income areas of its market; the "service test," which considers the extent to which the institution makes branches accessible to low and moderate income areas of its market and provides other services that promote credit availability; and the "investment test", considers the extent to which the institution invests in community and economic development activities.
Proposed Legislation
In addition to the above, there have been proposed a number of legislative and regulatory proposals designed to strengthen the federal deposit insurance system and to improve the overall financial stability of the U.S. banking system. It is impossible to predict whether or in what form these proposals may be adopted in the future, and if adopted, what their effect would be on the Corporation.
STATISTICAL DISCLOSURE
The statistical disclosure on the Corporation and its subsidiaries, on a consolidated basis, included on pages 1, 4 through 14 and 33 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 1995, is hereby incorporated by reference herein.
ITEM 2.

ITEM 2. PROPERTIES
The net investment of the Corporation and its subsidiaries in real estate and equipment at December 31, 1995, was $14,739,000. The Corporation's offices are located in a building owned by The National City Bank of Evansville (hereinafter referred to as the Bank), in which the Bank's main office is located. The main office of the Bank is located at 227 Main Street in downtown Evansville, Indiana. This building is owned in fee by the Bank. The other subsidiary banks, all branches, the leasing company, and the insurance company are located on premises either owned or leased. None of the property is subject to any major encumbrance. The National City Bank of Evansville committed in 1995 to build an addition to its main office to be completed in 1997 with an approximate cost of $6,000,000. It is anticipated that the project will be financed internally. There are no other material commitments for capital expenditures.
ITEM 3.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Pages 1 and 33 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 1995, is hereby incorporated by reference herein. Dividends are restricted by earnings and the need to maintain adequate capital. Management intends to continue its current dividend policy subject to these restrictions.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
Page 1 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 1995, is hereby incorporated by reference herein.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Pages 1, 4 through 14, and 33 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 1995, are incorporated by reference herein.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 15 through 29 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 1995, are incorporated by reference herein.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors of the Corporation
This information under the heading "Election of Directors and Information with Respect to Directors and Officers" on pages 3 to 5 of the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be held April 16, 1996, is hereby incorporated by reference herein.
(b) Executive Officers of the Corporation
The Executive Officers of the Corporation, some of whom are also Executive Officers of The National City Bank of Evansville (hereinafter referred to as the "Bank") are as follows:
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The information under the heading "Compensation of Executive Officers" on pages 7 through 12 of the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be held April 16, 1996, is hereby incorporated by reference herein.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the heading "Voting Securities" on pages 1 through 3 of the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be held April 16, 1996, is hereby incorporated by reference herein.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Transactions with Management" on page 13 of the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be held April 16, 1996, is hereby incorporated by reference herein.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS
The following consolidated financial statements of the Corporation and its subsidiaries, included on pages 15 through 29 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 1995, are hereby incorporated by reference:
Independent Auditor's Report Consolidated Statements of Financial Position, at December 31, 1995 and 1994 Consolidated Statements of Income, for years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Cash Flows, for years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Shareholders' Equity, for years ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because they are not applicable or not required or because the required information is included in the consolidated financial statements or related notes.
EXHIBITS
The following exhibits are submitted herewith or incorporated by reference:
3(i) Articles of Incorporation, as amended 13 Annual Report to Shareholders for the year ended December 31, 1995 21 Subsidiaries of the Registrant 23 Consent of McGladrey & Pullen, LLP
REPORTS ON FORM 8-K
CURRENT REPORT dated October 25, 1995, for event of October 18, 1995, regarding the five percent stock dividend and an increase in the cash dividend.
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, on the dates indicated.
NATIONAL CITY BANCSHARES, INC.
By /s/ JOHN D. LIPPERT 3/20/96 John D. Lippert Date Chairman of the Board and Chief Executive Officer
By /s/ ROBERT A. KEIL 3/20/96 Robert A. Keil Date President and Chief Financial Officer
By /s/ HAROLD A. MANN 3/20/96 Harold A. Mann Date Secretary and Treasurer (Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
----------------------- ------- Janice L. Beesley Date Director
/s/ MICHAEL F. ELLIOTT 3/20/96 Michael F. Elliott Date Director
----------------------- ------- Susanne R. Emge Date Director
/s/ DONALD G. HARRIS 3/20/96 Donald G. Harris Date Director
/s/ ROBERT A. KEIL 3/20/96 Robert A. Keil Date Director
/s/ JOHN D. LIPPERT 3/20/96 John D. Lippert Date Director
/s/ RONALD G. REHERMAN 3/20/96 Ronald G. Reherman Date Director
/s/ LAURENCE R. STEENBERG 3/20/96 Laurence R. Steenberg Date Director
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3(i) Articles of Incorporation, as amended
13 Annual Report to Shareholders for the year ended December 31, 1995
21 Subsidiaries of the Registrant
23 Consent of McGladrey & Pullen, LLP
27 Financial Data Schedule