<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-60313
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BANK ONE CORPORATION
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(exact name of registrant as specified in its charter)
DELAWARE 31-0738296
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 BANK ONE PLAZA CHICAGO, ILLINOIS 60670
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(Address of principal executive offices)
(Zip Code)
312-732-4000
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(Registrant's telephone number, including area code)
1 BANK ONE PLAZA formerly was known as One First National Plaza
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(Former name, former address and former fiscal year, if changed since last
report)
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 October 31, 1999.
Class Number of Shares Outstanding
- ---------------------------- ----------------------------
Common Stock $0.01 par value 1,146,880,315
<PAGE>
BANK ONE CORPORATION
Financial Supplement and Form 10-Q
<TABLE>
<CAPTION>
Contents Page
- -------- ----
<S> <C>
Five-Quarter Summary of Selected Financial Information 1
Business Segments 2
Earnings Analysis 8
Risk Management 16
Liquidity Risk Management 16
Market Risk Management 18
Credit Risk Management 21
Derivative Financial Instruments 25
Year 2000 Readiness Disclosure 26
Capital Management 27
Consolidated Financial Statements 30
Notes to Consolidated Financial Statements 34
Selected Statistical Information 39
</TABLE>
<PAGE>
Five-Quarter Summary of Selected Financial Information
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Three Months Ended
September 30 June 30 March 31 December 31 September 30
(Dollars in millions, except per-share amounts) 1999 1999 1999 1998 1998
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income and Expense:
Net interest income--tax-equivalent basis........... $2,271 $2,341 $2,309 $2,368 $2,402
Provision for credit losses......................... 277 275 281 272 345
Noninterest income.................................. 2,098 2,222 2,590 2,068 1,999
Restructuring charges and merger-related costs...... 132 179 204 1,049 -
Operating expense (1)............................... 2,581 2,627 2,737 2,807 2,539
Net income.......................................... 925 992 1,151 226 1,054
Per Common Share Data:
Net income, basic................................... $0.79 $0.84 $0.97 $0.19 $0.90
Net income, diluted................................. 0.79 0.83 0.96 0.19 0.89
Cash dividends declared............................. 0.42 0.42 0.42 0.38 0.38
Book value.......................................... 17.32 17.73 17.68 17.31 17.37
Balance Sheet:
Loans:
Managed............................................ $222,117 $218,795 $213,814 $216,391 $203,443
Reported........................................... 158,143 157,464 154,850 155,398 154,057
Deposits............................................ 156,900 156,454 153,699 161,542 148,924
Long-term debt (2).................................. 34,735 27,728 24,988 22,298 22,141
Total assets........................................ 264,135 256,033 250,402 261,496 238,658
Common stockholders' equity......................... 19,860 20,860 20,870 20,370 20,428
Total stockholders' equity.......................... 20,050 21,050 21,060 20,560 20,618
Performance Ratios:
Return on average assets............................ 1.44% 1.57% 1.85% 0.37% 1.77%
Return on common equity............................. 18.2 19.1 22.9 4.4 20.7
Net interest margin:
Managed........................................... 5.32 5.55 5.66 5.67 5.63
Reported.......................................... 4.04 4.26 4.30 4.40 4.61
Efficiency ratio:
Managed........................................... 52.1 52.3 52.1 75.4 50.8
Reported.......................................... 62.1 61.5 60.0 86.9 57.7
Equity Ratios:
Regulatory leverage ratio........................... 7.9% 8.1% 8.0% 8.0% 8.5%
Risk-based capital:
Tier 1 ratio....................................... 7.7 8.1 8.2 7.9 8.6
Total capital ratio................................ 10.8 11.4 11.7 11.3 12.4
Common Stock Data:
Average shares outstanding, basic................... 1,167 1,180 1,178 1,175 1,172
Average shares outstanding, diluted................. 1,177 1,195 1,193 1,188 1,188
Stock price, quarter-end............................ $34.81 $59.56 $55.06 $51.06 $42.44
- ------------------
(1) Noninterest expense reduced by restructuring charges and merger-related costs, including certain integration costs.
(2) Includes trust preferred capital securities.
NOTE: Throughout this report, "the Corporation" and "Bank One" refer to BANK ONE CORPORATION.
</TABLE>
-1-
<PAGE>
Business Segments
Highlights
<TABLE>
<CAPTION>
Managed Average
Net Income Average Assets Common Equity
(In millions) ROE (In billions) (In billions)
----------------- ------------- --------------- --------------
Three Months Ended September 30 1999 1998 1999 1998 1999 1998 1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Banking................. $ 399 $ 303 20% 16% $151.9 $142.7 $ 7.7 $ 7.6
First USA.......................... 313 421 17 25 108.3 94.5 7.4 6.8
Other Consumer..................... 249 214 28 25 39.3 35.4 3.6 3.4
Other Activities/Unallocated....... 53 67 N/A N/A 2.2 2.7 1.4 2.3
------ ------ ---- ---- ------ ------ ----- -----
Total Operating................... 1,014 1,005 20 20 301.7 275.3 20.1 20.1
Merger-related and unusual items... (89) 49 - - - - - -
------ ------ ---- ---- ------ ------ ----- -----
Total Corporation................. $ 925 $1,054 18% 21% $301.7 $275.3 $20.1 $20.1
====== ====== ==== ==== ====== ====== ===== =====
Investment Management
(included above).................. $ 84 $ 55
====== ======
N/A -- Not applicable.
</TABLE>
<TABLE>
<CAPTION>
Managed Average
Net Income Average Assets Common Equity
(In millions) ROE (In billions) (In billions)
------------------ ------------- --------------- --------------
Nine Months Ended September 30 1999 1998 1999 1998 1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Banking................. $1,203 $1,020 21% 18% $150.8 $141.9 $ 7.8 $ 7.6
First USA.......................... 1,058 944 19 19 107.2 95.2 7.3 6.6
Other Consumer..................... 691 592 26 24 38.7 36.2 3.6 3.4
Other Activities/Unallocated....... 220 272 N/A N/A 2.4 2.7 1.7 1.7
------ ------ ---- ---- ------ ------ ----- -----
Total Operating................... 3,172 2,828 21 20 299.1 276.0 20.4 19.3
Merger-related and unusual items... (104) 54 - - - - - -
------ ------ ---- ---- ------ ------ ----- -----
Total Corporation................. $3,068 $2,882 20% 20% $299.1 $276.0 $20.4 $19.3
====== ====== ==== ==== ====== ====== ===== =====
Investment Management
(included above).................. $ 252 $ 156
====== ======
N/A -- Not applicable.
</TABLE>
Business Segment Management
The Corporation manages its lines of business on risk, return and growth
parameters. The reported returns on equity are on a risk-adjusted basis, with
risk being differentiated through the capital-allocation process. The capital
framework is based on a targeted AA debt rating for the Corporation, which is
considerably more conservative than that of peer competitors in most business
lines. Ongoing capital allocation to business lines will be based not only on
risk, but also on growth expectations. Businesses with higher growth
potential will attract more capital and resources than those with lower growth
rates. Overall, this discipline aims to support superior growth and returns for
the Corporation.
-2-
<PAGE>
Description of Methodology
Key elements of the management reporting process include:
. Funds Transfer Pricing - To determine net interest income for the
business units, a detailed process of charging/crediting for
assets/liabilities is employed. This system is designed to be consistent
with the Corporation's asset and liability management principles.
. Standard Credit Costs - Provision for credit losses in the lines of
business is determined through specific methodologies that measure
expected loss over a certain period of time. Any difference between the
aggregate provision of the business and the Corporation's total is
shown in Corporate/Unallocated.
. Cost Allocation - Costs of support units are fully allocated to the
business lines as indirect expenses and overhead costs.
. Capital Attribution - Common equity is assigned to the business units
based on the underlying risk of their activities. Four forms of risk are
measured: credit, market, operational and lease residual. The risk
tolerance used in this framework is consistent with that required for
the AA debt rating. See page 27 for more information on economic
capital.
To the extent practicable, results for prior periods have been restated to
reflect organizational changes and material refinements in management reporting
policies.
Other key principles underlying the line-of-business results are noted below:
. During the second quarter of 1999, portions of the Corporation's Retail
and Finance One lines of business were realigned with Consumer Lending,
which operates under the executive management of First USA. The
remaining units of Retail and Finance One are classified as Other
Consumer.
. The merger-related charges and unusual transactions are not attributed
to any line of business; results are presented on an operating basis.
The "Earnings Analysis" section beginning on page 8 provides more
information about the reconciliation of reported results to operating
results.
. All disclosures are on a managed basis; securitized credit card
receivables and related income statement line items are presented as if
they were on-balance-sheet loans.
. The "Other Activities/Unallocated" category includes certain proprietary
investing and other small non-core business activities, as well as
unallocated capital and unusual corporate items.
Summary
More detailed results for the lines of business follow, along with
explanatory comments.
-3-
<PAGE>
<TABLE>
<CAPTION>
Commercial Banking Three Months Ended September 30 Nine Months Ended September 30
------------------------------- ------------------------------
(Dollars in millions) 1999 1998 % Change 1999 1998 % Change
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income (FTE).......... $ 750 $ 747 -% $2,240 $2,159 4%
Provision for credit losses........ 110 102 8 323 296 9
Noninterest income................. 616 476 29 1,944 1,801 8
Noninterest expense................ 692 713 (3) 2,165 2,216 (2)
Net income......................... 399 303 32 1,203 1,020 18
Return on equity................... 20% 16% 21% 18%
Efficiency ratio................... 51 58 52 56
(Dollars In billions)
Average loans...................... $ 83.7 $ 77.2 8% $ 81.8 $ 76.3 7%
Average assets..................... 151.9 142.7 6 150.8 141.9 6
Average common equity.............. 7.7 7.6 1 7.8 7.6 3
</TABLE>
- ------------------
FTE--Fully taxable equivalent.
Commercial Banking is the Corporation's largest earnings contributor,
serving business customers ranging in size from middle market mid-sized
companies to large corporations. High-net-worth customers are also served in
this business line. Commercial Banking's product offerings include traditional
credit products, corporate finance, treasury services, investment management and
capital-markets products. This business line's earnings include the results of
leveraged and equipment leasing, proprietary investing and venture-capital
activities.
Net income of $399 million for the third quarter was up 32% from a year
ago. The 29% improvement in noninterest income was principally due to
significantly higher market driven revenue. Market conditions in the third
quarter of 1998 were exceptionally volatile. Additionally, expenses dropped 3%
year-over-year.
For the first nine months of 1999, Commercial Banking earned $1.2 billion
or 38% of the Corporation's operating net income. The combination of 6% revenue
growth and a 2% reduction in expenses led to 18% earnings growth from 1998's
nine-month period. ROE increased to 21%.
The $7.7 billion of average common equity attributed to Commercial Banking
is predicated on the assessment of inherent business risks. It represents about
9% of total average loans, but also covers other assets with relatively low risk
characteristics.
Consumer Businesses
The Corporation serves a number of different consumer markets with a
variety of products and through multiple delivery channels. During 1999, changes
were made in this organizational structure, reflecting the Corporation's
strategy to more effectively leverage marketing resources and distribution
channels. The consumer businesses (First USA) consist of Credit Card (including
WingspanBank.com) and Consumer Lending. Deposit gathering, auto finance and
small-business lending are the primary activities of Other Consumer.
-4-
<PAGE>
<TABLE>
<CAPTION>
First USA Three Months Ended September 30 Nine Months Ended September 30
(Credit Card and Consumer Lending) ------------------------------- ------------------------------
(Dollars in millions) 1999 1998 % Change 1999 1998 % Change
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total revenue...................... $2,516 $2,413 4% $7,782 $6,767 15%
Provision for credit losses........ 969 829 17 2,846 2,642 8
Noninterest expense................ 1,066 960 11 3,327 2,690 24
Net income......................... 313 421 (26) 1,058 944 12
Return on equity................... 17% 25% 19% 19%
Efficiency ratio................... 42 40 43 40
(Dollars in billions)
Average loans...................... $101.5 $ 89.2 14% $100.4 $ 89.5 12%
Average common equity.............. 7.4 6.8 9 7.3 6.6 11
</TABLE>
<TABLE>
<CAPTION>
Credit Card Three Months Ended September 30 Nine Months Ended September 30
------------------------------- ------------------------------
(Dollars in millions) 1999 1998 % Change 1999 1998 % Change
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income (FTE).......... $1,736 $1,626 7% $5,323 $4,646 15%
Provision for credit losses........ 922 791 17 2,660 2,485 7
Noninterest income................. 457 436 5 1,381 1,070 29
Noninterest expense................ 866 767 13 2,692 2,075 30
Net income......................... 264 340 (22) 889 761 17
Return on managed receivables...... 1.5% 2.3% 1.7% 1.7%
Return on equity................... 17 24 19 19
Efficiency ratio................... 39 37 40 36
Managed net charge-off ratio....... 5.33 5.43 5.16 5.86
(Dollars in billions)
Average loans...................... $ 69.2 $ 59.1 17% $ 69.1 $ 58.6 18%
Average assets..................... 75.0 63.7 18 75.0 63.7 18
Average common equity.............. 6.2 5.6 11 6.2 5.4 15
</TABLE>
Credit Card earnings for the third quarter fell 22% from the third quarter
of 1998. Managed credit card receivables averaged $69.1 billion for the first
nine months of 1999, a $10.5 billion or 18% increase over the same period in
1998. Average credit card receivables, in the third quarter, were relatively
flat compared to the previous quarter resulting in negative pressure on revenue.
Total revenue rose 17% and 6% for the nine and three months ended September 30,
1999 versus 1998, respectively. The slower growth for the three month period
primarily resulted from net interest margin compression of nearly 100 basis
points and lower gains related to securitization activity. Expenses for the
three and nine months were up 13% and 30%, respectively, largely due to higher
marketing costs, which in 1999 are expensed as incurred rather than capitalized
and to higher servicing costs associated with portfolio growth and investments
in new markets.
For the nine-month period, Credit Card contributed $889 million of net
income, 17% growth from 1998. ROE was 19%, based on an equity attribution of 9%
of managed receivables. This capital ratio is generally higher than that of most
competitors.
Credit quality remained good. Excluding the positive impact from the
conformance of charge-off policies, the managed net charge-off rate for the nine
months ended September 30, 1999 was 5.33% compared to 5.86% in 1998.
The Company announced on August 24 that Credit Card projected earnings
would be $500 million below expectations, principally due to declining net
interest margins. Additionally, during October a change was made in the senior
management of First USA and an intensive strategic review initiated.
On November 10, 1999 the Corporation further revised its earnings estimate
due primarily to continued softness in First USA. Relative to the previous
forecast, managed credit card volume declined $0.5 billion, although attrition
remained stable. Yield compression and further reduction in late fees also
contributed to the margin decline.
-5-
<PAGE>
<TABLE>
<CAPTION>
Consumer Lending Three Months Ended September 30 Nine Months Ended September 30
------------------------------------------- -----------------------------------------
(Dollars in millions) 1999 1998 % Change 1999 1998 % Change
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income (FTE).......... $ 258 $ 257 -% $ 824 $ 809 2%
Provision for credit losses........ 47 38 24 186 157 18
Noninterest income................. 65 94 (31) 254 242 5
Noninterest expense................ 200 193 4 635 615 3
Net income......................... 49 81 (40) 169 183 (8)
Return on equity................... 17% 26% 20% 20%
Efficiency ratio................... 62% 55% 59% 59%
(Dollars in billions)
Average loans...................... $32.3 $30.1 8% $31.3 $30.9 1%
Average assets..................... 33.3 30.8 8 32.2 31.5 2
Average common equity.............. 1.2 1.2 - 1.1 1.2 (8)
</TABLE>
Consumer Lending offers a wide range of loan products, including home
equity loans and lines, mortgage loans, tax-refund anticipation loans and other
secured loans. These loans are generated nationwide through a variety of
distribution channels, including telemarketing, direct mail, retail banking
centers, the Internet and third-party originators.
Consumer Lending posted lower net income for the third quarter compared
with a year earlier. Competitive pricing caused tighter margins. Also, gains on
asset sales in 1998 lifted that period's noninterest income. The third quarter
also reflected increased direct-marketing costs. Improved operating efficiency
is a key near-term goal for Consumer Lending.
<TABLE>
<CAPTION>
Other Consumer Three Months Ended September 30 Nine Months Ended September 30
------------------------------------------- -----------------------------------------
(Dollars in millions) 1999 1998 % Change 1999 1998 % Change
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income (FTE).......... $ 844 $ 805 5% $2,446 $2,427 1%
Provision for credit losses........ 36 66 (45) 113 192 (41)
Noninterest income................. 368 411 (10) 1,090 1,194 (9)
Noninterest expense................ 794 834 (5) 2,370 2,525 (6)
Net income......................... 249 214 16 691 592 17
Return on equity................... 28% 25% 26% 24%
Efficiency ratio................... 65 69 67 70
(Dollars in billions)
Average loans...................... $34.6 $31.4 10% $ 34.0 $ 31.3 9%
Average assets..................... 39.3 35.4 11 38.7 36.2 7
Average deposits................... 88.2 91.0 (3) 89.0 92.4 (4)
Average common equity.............. 3.6 3.4 6 3.6 3.4 6
</TABLE>
Other Consumer includes an extensive banking center network, ATMs, online
banking and other distribution channels, as well as small business, indirect
auto financing and other forms of secured financing. For the first nine months
of 1999, this business unit produced net income of $691 million, up 17% from the
same period in 1998. Drivers of performance were improved efficiency and credit
quality.
Return on equity for the nine months of 1999 was 26%. Average deposit
levels were $89 billion and loan volumes increased to $34 billion.
-6-
<PAGE>
Since the first quarter of 1998, the Corporation has sold 215 banking
centers with approximately $5.8 billion in deposits. A significant portion of
these sales related to the completion of the First Commerce acquisition and to
the BANC ONE/First Chicago NBD merger.
<TABLE>
<CAPTION>
Investment Management Three Months Ended September 30 Nine Months Ended September 30
------------------------------- ------------------------------
(Dollars in millions) 1999 1998 % Change 1999 1998 % Change
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total revenue...................... $ 349 $ 302 16% $1,099 $ 875 26%
Noninterest expense................ 219 220 -- 714 636 12
Net income......................... 84 55 53 252 156 62
(Dollars in billions)
Assets under management............ $125.1 $116.0 8% $124.3 $104.2 19%
(Dollars in millions)
Net income attribution:
Commercial......................... $ 51 $ 30 $ 147 $ 105
Credit Card........................ 20 11 62 13
Other Consumer..................... 13 14 43 38
</TABLE>
Investment Management provides investment advisory, insurance, trust and
investment-related services to individual and institutional clients. This line
of business includes the management of the One Group Mutual Funds, Bank One's
proprietary fund family.
Investment Management continues to be a high-growth, high-return business for
the Corporation, serving consumer and commercial customers. Average assets under
management grew 19% for the nine months. Net income for the year-to-date period
rose 62% to $252 million. This increase is primarily due to revenue growth in
securities and insurance products.
<TABLE>
<CAPTION>
Other Activities Three Months Ended September 30 Nine Months Ended September 30
------------------------------- ------------------------------
(In millions) 1999 1998 % Change 1999 1998 % Change
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total revenue...................... $ 22 $ 34 (35)% $ 140 $ 120 17%
Noninterest expense................ 19 17 12 67 55 22
Net income......................... 2 11 (82) 48 41 17
(Dollars in billions)
Average assets..................... $ 2.2 $ 2.7 (19)% $ 2.4 $ 2.7 (11)%
Average common equity.............. 0.2 0.2 - 0.2 0.2 -
</TABLE>
Other Activities includes the results of certain proprietary investing and other
small, non-core business units. Most of the revenue in this category is produced
from equity securities gains.
<TABLE>
<CAPTION>
Corporate/Unallocated Three Months Ended September 30 Nine Months Ended September 30
------------------------------- ------------------------------
(In millions) 1999 1998 % Change 1999 1998 % Change
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total revenue...................... $ 90 $ 45 100% $ 214 $ 206 4%
Provision for credit losses........ - (54) N/M (63) (167) 62
Noninterest expense................ 12 15 (20) 17 22 (23)
Net income......................... 51 56 (9) 172 231 (26)
(Dollars in billions)
Average common equity.............. $ 1.2 $ 2.1 (43)% $ 1.5 $ 1.5 -%
</TABLE>
N/M--Not meaningful
Various special gains and charges, as well as capital are not attributed to
specific business lines. Also, the difference between standard credit costs in
the business lines and the Corporation's actual provision expense is reflected
in this category.
See Note 7--Operating Segments for additional disclosure regarding the
Corporation's business segments.
-7-
<PAGE>
Earnings Analysis
Introduction
To better understand underlying trends and performance and to present
financial performance on an "operating" basis, the Corporation has excluded
restructuring and merger-related costs as well as the effects of unusual events
or transactions. Operating results should be reviewed in conjunction with
reported results.
For funding and risk-management purposes, the Corporation periodically
securitizes loans, primarily in support of credit card activities. The
accounting for securitizations complicates the understanding of underlying
trends in net interest income, net interest margin and noninterest income, as
well as the underlying growth rates of reported loans. To facilitate
understanding, these trends are also reviewed on a "managed" basis, which adds
data on securitized credit card loans to reported data on loans. Results on a
managed basis, where presented, should be read in conjunction with reported
results.
Management's discussion and analysis may contain forward-looking statements
that are provided to assist in the understanding of anticipated future financial
performance. However, such performance involves risks and uncertainties that may
cause actual results to differ materially from those expressed in forward-
looking statements. See pages 39-40 of the Corporation's 1998 Annual Report on
Form 10-K for a full discussion of such factors.
Summary of Financial Results
The Corporation reported net income of $925 million, or 79 cents per share,
for the third quarter of 1999, down 12% from net income of $1.054 billion, or 89
cents per share, for the third quarter of 1998. The third quarter 1999 results
included ongoing merger-related and restructuring costs totaling $132 million
pretax, or 7 cents per share.
On a year-to-date basis, the Corporation reported net income of $3.068 billion
or $2.58 per share, up 6% from $2.882 billion or $2.42 per share for the year-
earlier period. Ongoing merger-related and restructuring costs totaled $515
million pretax, or 29 cents per share, for the first nine months of 1999. The
1999 nine-month results also include a gain of $249 million pretax, or 14 cents
per share, resulting from the merger-related sale of 51 banking centers in
Indiana. Additionally, Concord EFS, Inc. acquired Electronic Payment Services,
Inc. (EPS), which resulted in a first-quarter pretax gain of $111 million, or 6
cents per share, on the Corporation's investment in EPS. The $42 million second-
quarter 1999 gain on the liquidation of the Corporation's resulting interest in
Concord EFS securities was included in operating results.
The following table summarizes key financial lines and ratios on a reported
basis for the periods presented.
<TABLE>
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
------------------------------- -------------------------------
(Dollars in millions, except per-share data) 1999 1998 Change 1999 1998 Change
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income--tax-equivalent basis...... $2,271 $2,402 (5)% $3,068 $2,882 6%
Provision for credit losses.................... 277 345 (20) 833 1,136 (27)
Noninterest income............................. 2,098 1,999 5 6,910 6,003 15
Noninterest expense............................ 2,713 2,539 7 8,460 7,689 10
Net income..................................... 925 1,054 (12) 3,068 2,882 6
Earnings per share
Basic......................................... 0.79 0.90 (12) 2.60 2.46 6
Diluted....................................... 0.79 0.89 (11) 2.58 2.42 7
Return on assets............................... 1.44% 1.77% 1.62% 1.62%
Return on common equity........................ 18.2 20.7 20.0 19.9
Net interest margin............................ 4.04 4.61 4.20 4.56
Efficiency ratio............................... 62.1 57.7 61.2 58.7
- -----------------------------------------------
</TABLE>
-8-
<PAGE>
Adjustments to Operating Results on a Managed Basis
In arriving at managed operating results for the periods presented, the
Corporation has adjusted reported results as follows:
. To reflect securitized credit card receivables as on-balance-sheet
loans;
. To exclude restructuring and merger-related costs associated with the
merger of BANC ONE CORPORATION and First Chicago NBD Corporation, which
totaled $132 million (pretax) in the third quarter of 1999, and $515
million (pretax) for the first nine months of 1999;
. To exclude restructuring and merger-related costs totaling $182 million
(pretax) associated with the acquisition of First Commerce Corporation
("First Commerce") in the second quarter of 1998;
. To exclude the pretax gain of $249 million from the Indiana banking
center divestitures completed in the first quarter of 1999;
. To exclude the first-quarter 1999 pretax gain of $111 million on the
Corporation's investment in EPS; and
. To exclude gains generated in 1998 from the sale of banking centers
associated with the Retail Delivery Initiative totaling $69 million
pretax for the third quarter and $259 million pretax for the first nine
months of 1998.
The following table reconciles reported results with operating results, net of
tax, for the periods presented.
<TABLE>
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
---------------------------------- ------------------------------------
1999 1998 1999 1998
--------------- ----------------- ----------------- -----------------
Net EPS, Net EPS, Net EPS, Net EPS,
(In millions, except per-share data) Income diluted Income diluted Income diluted Income diluted
------ ------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Reported.......................... $ 925 $0.79 $1,054 $0.89 $3,068 $ 2.58 $2,882 $ 2.42
Restructuring and merger-
related costs.. 89 0.07 -- -- 347 0.29 127 0.11
Indiana divestitures.............. -- -- -- -- (168) (0.14) -- --
Concord/EPS gain.................. -- -- -- -- (75) (0.06) -- --
Gains from Retail
Delivery Initiative............. -- -- (49) (0.05) -- -- (181) (0.16)
------ ----- ------ ----- ------ ------ ------ ------
Operating......................... $1,014 $0.86 $1,005 $0.84 $3,172 $ 2.67 $2,828 $ 2.37
====== ===== ====== ===== ====== ====== ====== ======
</TABLE>
A more detailed discussion of restructuring and merger-related costs and other
charges begins on page 15.
-9-
<PAGE>
Summary of Operating Results on a Managed Basis
Operating earnings for the 1999 third quarter were $1.014 billion, or 86 cents
per share, up 1% from a year ago. For the nine-month period, 1999 operating
earnings of $3.172 billion, or $2.67 per share, increased 12% over 1998 levels.
The following table summarizes the key financial elements.
<TABLE>
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
---------------------------------- ---------------------------------
(Dollars in millions, except per-share data) 1999 1998 Change 1999 1998 Change
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income--tax-equivalent basis... $3,624 $3,485 4% $10,960 $10,146 8%
Provision for credit losses................. 1,115 943 18 3,218 2,963 9
Noninterest income.......................... 1,583 1,446 9 4,896 4,527 8
Noninterest expense......................... 2,581 2,540 2 7,945 7,508 6
Net income.................................. 1,014 1,005 1 3,172 2,828 12
Earnings per share
Basic...................................... 0.87 0.85 2 2.69 2.41 12
Diluted.................................... 0.86 0.84 2 2.67 2.37 13
Return on assets............................ 1.33% 1.45% 1.42% 1.37%
Return on common equity..................... 19.9 19.8 20.7 19.5
Net interest margin......................... 5.32 5.63 5.51 5.52
Efficiency ratio............................ 49.6 51.5 50.1 51.2
</TABLE>
Net Interest Income
Net interest income includes fundamental spreads on earning assets as well as
such items as loan fees, cash interest collections on problem loans, dividend
income, interest reversals, and income or expense on derivatives used to manage
interest rate risk. Net interest margin measures how efficiently the
Corporation uses its earning assets and underlying capital.
In order to understand fundamental trends in net interest income, average
earning assets and net interest margins, it is useful to analyze financial
performance on a managed portfolio basis, which treats loans sold in credit card
securitization transactions as if they had not been sold.
<TABLE>
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
----------------------------------- ----------------------------------
(Dollars in millions) 1999 1998 Change 1999 1998 Change
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Managed
Net interest income--tax-equivalent basis... $ 3,624 $ 3,485 4% $ 10,960 $ 10,146 8%
Average earning assets...................... 270,279 245,422 10 266,046 245,658 8
Net interest margin......................... 5.32% 5.63% - 5.51% 5.52% -
Reported
Net interest income--tax-equivalent basis... $ 2,271 $ 2,402 (5) $ 6,921 $ 7,101 (3)
Average earning assets...................... 223,205 206,736 8 220,559 208,202 6
Net interest margin......................... 4.04% 4.61% - 4.20% 4.56% -
</TABLE>
Managed net interest income was up 4% from the third quarter and 8% from the
first nine months of 1998. Managed net interest margin was 5.32% for the 1999
third quarter, down 31 basis points from 5.63% a year ago. For the nine-month
period, managed net interest margin was essentially unchanged from a year ago.
-10-
<PAGE>
In both periods, the increase in managed net interest income was driven by
average loan growth in the credit card and commercial portfolios as shown in the
table below.
Partially offsetting this increase in managed net interest income in the 1999
third quarter were both the effect of compressed spreads from credit card
receivables and an overall less-profitable earning asset mix. These items also
contributed to the 31 basis-point decline in net interest margin.
Reduced average available demand deposits and common equity related to the
stock repurchase program also contributed to the managed margin decline in the
1999 third quarter.
Going forward, a modest decline in the net interest margin is expected, as mix
and pricing on credit card loans will compress credit card spreads and deposit
growth will be flat; the recent increase in interest rates will be a
factor. The previously announced stock repurchase program also will contribute
to this decline in the net interest margin.
<TABLE>
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
----------------------------------- -----------------------------------
(Dollars in millions) 1999 1998 Change 1999 1998 Change
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Average Managed Loans
Credit card.................................. $ 69,153 $ 59,090 17% $ 69,082 $ 58,625 18%
Commercial................................... 91,186 81,255 12 89,067 81,141 10
Other consumer............................... 59,876 57,633 4 58,382 57,524 1
-------- -------- -- -------- -------- --
Total....................................... $220,215 $197,978 11% $216,531 $197,290 10%
======== ======== == ======== ======== ==
</TABLE>
Average managed credit card loans were up 17% to $69.2 billion in the 1999
third quarter and up 18% to $69.1 billion for the nine-month period. Despite
this year-over-year growth average outstandings were only $0.2 billion higher
than in the 1999 second-quarter. At this point, average credit card outstandings
are anticipated to remain essentially flat for the remainder of 1999.
Average commercial loan volume increased 12% for the third quarter and 10% for
the first nine months of 1999, compared with the year-earlier periods,
reflecting underlying growth, as well as loan demand resulting from market
liquidity conditions that developed in the latter half of 1998. Much of this
growth has been concentrated in the lower end of the larger corporate and
mid-corporate markets.
Average consumer loans, excluding credit card loans, were up slightly from the
year-ago volume. Growth in home-equity loans was offset by planned run-off in
residential mortgages and portfolio sales. The sale of the Corporation's $2.5
billion student loan portfolio toward the end of the third quarter will
reduce average outstandings on a going-forward basis.
Noninterest Income
In order to provide more meaningful trend analysis, credit card fee revenue
and total noninterest income in the following table are shown on a managed
basis. Managed credit card fee revenue excludes the net credit card servicing
revenue (spread income less credit costs) associated with securitized credit
card receivables.
In addition, the table identifies adjustments to present noninterest income on
an operating basis. Operating noninterest income for 1998 excludes gains from
banking center sales associated with the Retail Delivery Initiative totaling $69
million for the third quarter and $259 million for the first nine months.
On an operating basis, managed noninterest income increased 9% from the third
quarter of 1998, and 8%, compared with the first nine months of 1998.
-11-
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
------------------------------------- --------------------------------------
(Dollars in millions) 1999 1998 Change 1999 1998 Change
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trading profits.............................. $ 30 $ 18 67% $ 130 $ 143 (9)%
Equity securities gains (losses)............. 86 (4) N/M 315 189 67
Investment securities gains.................. 6 41 (85) 92 123 (25)
------ ------ ------ ------ ------ ------
Market-driven revenue...................... 122 55 N/M 537 455 18
Credit card revenue (1)...................... 392 383 2 1,125 981 15
Fiduciary and investment management fees..... 201 207 (3) 577 608 (5)
Service charges on deposits.................. 321 314 2 951 939 1
Other service charges and commissions........ 350 325 8 1,133 1,026 10
------ ------ ------ ------ ------ ------
Managed fee-based revenue.................. 1,264 1,229 3 3,786 3,554 7
Other........................................ 197 162 22 573 518 11
------ ------ ------ ------ ------ ------
Managed noninterest income--
operating basis........................... 1,583 1,446 9 4,896 4,527 8
Gain from Indiana divestiture................ -- -- -- 249 -- N/M
Concord/EPS gain............................. -- -- -- 111 -- N/M
Gains from Retail Delivery Initiative........ -- 69 N/M -- 259 N/M
------ ------ ------ ------ ------ ------
Managed noninterest income--
reported basis............................ $1,583 $1,515 4% $5,256 $4,786 10%
====== ====== === ====== ====== ===
- ---------------------------------------------
</TABLE>
(1) Net credit card servicing revenue totaled $515 million for the 1999 third
quarter, compared with $484 million for the 1998 third quarter. For the
1999 nine-month period, net credit card servicing revenue was $1.654
billion, as compared with $1.217 billion a year ago.
N/M--Not meaningful.
Market-Driven Revenue
- ---------------------
Market-driven revenue generated gains of $122 million for the third quarter of
1999, compared with $55 million for the year-earlier quarter. On a year-to-date
basis, market-driven revenue was $537 million, an increase of $82 million or 18%
from $455 million in 1998. While more sensitive to changes in market conditions
than other noninterest income components, market-driven revenue remains a core
component of the commercial business and an important contributor to overall
earnings.
Trading profits increased $12 million, or 67%, compared with the third
quarter of 1998. Trading results for the nine-month period were $13 million or
9% below year-ago levels. Foreign exchange trading was below 1998 levels for
both the three- and nine-month periods.
Equity securities gains increased 67% compared with the nine-month period of
1998. Second-quarter 1999 results included a $42 million gain from the
Corporation's liquidation of its Concord EFS, Inc. securities.
The Corporation's investment debt securities portfolio generated gains of $6
million for the third quarter of 1999, compared with a gain of $41 million in
the year-ago quarter. Gains for the nine months ended September 30, 1999, were
$92 million compared with $123 million a year ago.
Managed Fee-Based Revenue
- -------------------------
Managed fee-based revenue increased 3% for the third quarter of 1999, compared
with the year-ago quarter. On a year-to-date basis, the increase was 7%.
Adjusted for the impact of the reclassification of shareholder services revenue
described below, fee-based revenue increased 5% in the third quarter of 1999 and
8% for the first nine months.
-12-
<PAGE>
Credit card fees increased to $392 million for the third quarter of 1999, from
$383 million for the third quarter of 1998. This improvement reflects the growth
in the managed credit card portfolio and increased transaction volume. Net gains
from the securitization of credit card receivables were $12 million in the third
quarter of 1999 and $87 million for the third quarter of 1998. On a year-to-date
basis, net securitization gains totaled $86 million in 1999 and $120 million in
1998.
Fiduciary and investment management fees for 1999 decreased 3% and 5%,
compared with the third quarter and first nine months of 1998, respectively. The
Corporation combined its shareholder services business with that of Boston
EquiServe Limited Partnership in December 1998. Returns associated with this
ongoing business activity are now being reflected as equity earnings, a
component of other noninterest income. Adjusted for this reclassification,
fiduciary and investment management fees were up 10% for the third quarter and
9% for the 1999 nine-month period.
Service charges on deposit accounts for the third quarter and first nine
months of 1999 were up slightly from the year-earlier periods.
Other service charges and commissions rose 8% in the third quarter and 10%
year-to-date compared with the prior-year periods. Strong product-based revenue,
including investment management fees and insurance commissions, contributed to
these year-over-year improvements.
Other Noninterest Income
- ------------------------
On an operating basis, other noninterest income totaled $197 million for the
third quarter of 1999, up 22% from a year ago. Noninterest income included gains
from sale transactions, including several loan sale transactions in the ordinary
course of portfolio management of the consumer businesses. The aggregate of
these transactions resulted in a total gain of $95 million, up $13 million from
a year ago. The corporation will continue to participate in the student lending
business. For the 1999 nine-month period, other noninterest income totaled $573
million, an 11% increase over the $518 million of other noninterest income
generated in 1998. Increased gains on the sale of loans and mortgage servicing
rights, as well as higher levels of earnings from investments accounted for
under the equity method of accounting, contributed to this improved performance.
-13-
<PAGE>
Noninterest Expense
On an operating basis, noninterest expense in the 1999 third quarter increased
only 2% over third-quarter 1998 levels. Growth and continued investment in the
credit card business generated most of the increase. Excluding expenses of the
credit card business, 1999 operating expense decreased 3% compared with the
third quarter and the first nine months of 1998.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
--------------------------------- ----------------------------------
(Dollars in millions) 1999 1998 Change 1999 1998 Change
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits
Salaries.................................. $ 840 $ 923 (9)% $2,723 $2,776 (2)%
Employee benefits......................... 130 157 (17) 467 534 (13)
------ ------ --- ------ ------ ---
Total salaries and employee benefits.... 970 1,080 (10) 3,190 3,310 (4)
Net occupancy and equipment expense........ 220 217 1 666 628 6
Depreciation and amortization.............. 167 167 - 511 500 2
Outside service fees and processing........ 458 318 44 1,284 939 37
Marketing and development.................. 341 264 29 958 684 40
Communication and transportation........... 205 192 7 613 567 8
Other ..................................... 296 301 (2) 873 934 (7)
Less: Merger-related integration
included above........................... (76) - N/M (150) (55) N/M
------ ------ --- ------ ------ ---
Noninterest expense--operating basis....... 2,581 2,539 2 7,945 7,507 6
Merger-related and restructuring costs..... 132 - N/M 515 182 183
------ ------ --- ------ ------ ---
Noninterest expense--reported basis........ $2,713 $2,539 7% $8,460 $7,689 10%
====== ====== === ====== ====== ===
</TABLE>
- ----------------------
N/M = Not meaningful.
Salaries and benefits expense decreased 10% in the third quarter of 1999 and
4% for the first nine months, compared with 1998. This decrease was primarily
due to merger-related staff reductions and to reduced senior-management
incentive compensation expense accruals related to both individual business unit
and overall corporate performance.
Occupancy and equipment expense was up $3 million, compared with the third
quarter of 1998, and up $38 million, compared with the first nine months of
1998. The increase for the nine month period reflected growth in production
facilities as well as higher equipment costs for certain business units.
The significant growth in outside service fees and processing expense
reflected support and processing costs associated with the growth in credit card
transaction volume and account generation. Also, the outsourcing of certain
ongoing business activities contributed to the year-over-year increases in this
expense category. In addition, costs associated with technology and business
reengineering efforts were up from those of a year ago.
Year 2000 readiness costs totaled $34 million in the third quarter of 1999,
compared with $36 million in the third quarter of 1998. On a year-to-date
basis, Year 2000 readiness costs totaled $96 million for 1999 and $102 million
for 1998. See "Year 2000 Readiness Disclosure" on page 26.
Marketing and development costs increased $77 million, or 29%, in the third
quarter of 1999 and $274 million, or 40%, for the first nine months, compared
with 1998. Credit card account-sourcing costs that were previously capitalized
are now being expensed as incurred, due to a change in business practice,
driving a significant portion of the year-over-year increase.
-14-
<PAGE>
Applicable Income Taxes
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------- -------------------------
(Dollars in millions) 1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income before income taxes.................. $1,350 $1,488 $4,450 $4,188
Applicable income taxes..................... 425 434 1,382 1,306
Effective tax rates......................... 31.5% 29.2% 31.1% 31.2%
</TABLE>
Tax expense for both periods included benefits for tax-exempt income, tax-
advantaged investments and general business tax credits, offset by the effect of
nondeductible expenses, including goodwill.
Merger-Related Costs and Other Charges
On October 2, 1998, BANC ONE CORPORATION ("BANC ONE") and First Chicago NBD
Corporation ("FCN") merged into the Corporation (the "Merger").
As of September 30, 1999, net restructuring charges and merger-related costs
of approximately $1.250 billion ($837 million after-tax) have been incurred in
connection with the Merger. Actions incorporated in the business combination
and restructuring plan are targeted for implementation over a 12-18 month period
following the Merger. Merger-related costs totaled $515 million ($347 million
after-tax), or 29 cents per share, for the first nine months of 1999. Gains on
the required Indiana banking center divestitures totaled approximately $249
million in the first quarter of 1999. Merger-related and restructuring costs
recorded in the fourth quarter of 1998 totaled $984 million, consisting of a
restructuring charge of $636 million and merger-related costs of $348 million.
Year-to-date 1999 merger-related costs of $515 million included $358 million
related to the accounting consequences of changes in business practices. Of
this total, $226 million resulted from the fourth-quarter 1998 modification, in
light of the Merger, of a contractual relationship to purchase credit card
accounts. Previously capitalized costs under this account-sourcing agreement
continue to be amortized over a one-year period. On a going forward basis, such
costs are being expensed as incurred. Merger-related costs also included $199
million of business and systems integration costs. These charges are partially
offset by the reversal in the third quarter of $42 million in initially
established severance accruals. The reserve release was based on higher-than-
anticipated staff attrition in certain business units.
See Note 4 -BANC ONE/FCN Merger and Note 6-Merger-Related and Restructuring
Charges for additional information.
Merger Synergies and Integration Achievements
While there can be no assurance that such business and financial goals will be
achieved, the Corporation continues to expect to achieve approximately $1.2
billion in annual pretax synergies as a result of the Merger. It is currently
anticipated that essentially all actions necessary to generate such synergies
will be completed by year-end 2000. Of this total, the Corporation expects to
realize approximately $930 million in annual expense savings and approximately
$275 million in enhanced annual revenues. The expense savings will be derived
principally from cost reductions in the credit card, retail banking, commercial
banking, capital markets and indirect lending businesses, in the operation and
technology budgets and in general and administrative expenses, as well as
through increased purchasing leverage with certain suppliers to the Corporation.
Increased revenues are expected to come principally from cross-selling
opportunities involving the credit card, retail banking and commercial banking
businesses.
About half of the $930 million of merger expense savings are expected to be
achieved in 1999. During the third quarter of 1999, incremental merger-synergy
cost savings totaled approximately $50 million. Combined with the $350 million
of cost synergies achieved in the first six months of 1999, the cumulative
savings should produce $450 million or 97% of the anticipated expense savings
for 1999. The targeted revenue enhancements have been included, as achieved, in
ongoing results.
-15-
<PAGE>
Merger integration achievements in the first nine months of 1999 included:
. Michigan and Indiana merger integration activities were completed as
scheduled. The Indiana banks were successfully merged and their systems
converted.
. Rebranding to the Bank One name completed in Indiana, Michigan, Illinois
and Florida.
. Trust, investment management and broker-dealer businesses were integrated
and systems were merged.
. Credit card businesses were integrated and systems were merged.
. Divested 51 Indiana banking centers, with $1.9 billion in deposits.
. Combined the entire mutual fund product line under One Group Mutual Funds,
which now offers 48 mutual funds with more than $56 billion in assets under
management.
Risk Management
The Corporation's various business activities generate liquidity, market and
credit risks.
. Liquidity risk is the possibility of being unable to meet all current and
future financial obligations in a timely manner.
. Market risk is the possibility that changes in future market rates or
prices will make the Corporation's positions less valuable.
. Credit risk is the possibility of loss from a customer's failure to perform
according to the terms of a transaction.
Compensation for assuming these risks is reflected in interest income, trading
profits and fee income. In addition, these risks are factored into the
allocation of capital to support various business activities, as discussed in
the "Capital Management" section, beginning on page 27.
The Corporation is a party to transactions involving financial instruments
that create risks that may or may not be reflected on a traditional balance
sheet. These financial instruments can be subdivided into three categories:
. Cash financial instruments, which are generally characterized as
on-balance-sheet transactions and include loans, bonds, stocks and
deposits.
. Credit-related financial instruments, which include such instruments as
commitments to extend credit and standby letters of credit.
. Derivative financial instruments, which include such instruments as
interest rate, foreign exchange, equity price and commodity price
contracts, including forwards, swaps and options.
The Corporation's risk management policies are intended to identify, monitor
and limit exposure to liquidity, market and credit risks that arise from each of
these financial instruments.
Liquidity Risk Management
Liquidity is managed in order to preserve stable, reliable and cost-effective
sources of cash to meet all current and future financial obligations in a timely
manner. The Corporation considers strong capital ratios, credit quality and
core earnings as essential to retaining high credit ratings and, consequently,
cost-effective access to market liquidity. In addition, a portfolio of liquid
assets, consisting of federal funds sold, deposit placements and selected highly
marketable investment securities, is maintained to meet short-term demands on
liquidity.
The Consolidated Statement of Cash Flows, on page 33, presents data on cash
and cash equivalents provided and used in operating, investing and financing
activities.
-16-
<PAGE>
The Corporation's ability to attract wholesale funds on a regular basis and at
a competitive cost is fostered by strong ratings from the major credit rating
agencies. As of September 30, 1999, the Corporation and its principal banks had
the following long- and short-term debt ratings.
Credit Ratings
<TABLE>
<CAPTION>
Senior
September 30, 1999 Short-Term Debt Long-Term Debt
--------------------------- -------------------------
S & P Moody's S & P Moody's
---------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
The Corporation (Parent)................. A-1 P-1 A+ Aa3
Principal Banks.......................... A-1+ P-1 AA- Aa2
</TABLE>
The Corporation's Treasury Department is responsible for identifying,
measuring and monitoring the Corporation's liquidity profile. The position is
evaluated monthly by analyzing the composition of the liquid asset portfolio,
performing various measures to determine the sources and stability of the
wholesale purchased funds market, tracking the exposure to off-balance-sheet
draws on liquidity, and monitoring the timing differences in short-term cash
flow obligations.
Access to a variety of funding markets and customers in the retail and
wholesale sectors is vital both to liquidity management and to cost
minimization. A large retail customer deposit base is one of the significant
strengths of the Corporation's liquidity position. In addition, a diversified
mix of short- and long-term funding sources from the wholesale markets is
maintained through active participation in global capital markets and by
securitizing and selling assets such as credit card receivables.
The following table shows the total funding source mix for the periods
indicated.
<TABLE>
<CAPTION>
Deposits and Other Purchased Funds
September 30 June 30 March 31 December 31 September 30
(In millions) 1999 1999 1999 1998 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Domestic offices
Demand...................................... $ 29,979 $ 33,881 $ 35,110 $ 39,854 $ 34,757
Savings..................................... 65,906 64,511 63,378 62,645 58,813
Time
Under $100,000............................ 22,911 22,470 23,197 24,483 25,464
$100,000 and over......................... 12,225 11,143 11,647 11,819 11,230
Foreign offices............................... 25,879 24,449 20,367 22,741 18,660
-------- -------- -------- -------- --------
Total deposits......................... 156,900 156,454 153,699 161,542 148,924
Federal funds purchased and securities
under repurchase agreements................. 20,493 19,710 20,111 23,164 20,619
Commercial paper.............................. 3,009 2,926 3,595 2,113 1,375
Other short-term borrowings................... 16,396 13,723 13,185 14,824 11,848
Long-term debt (1)............................ 34,735 27,728 24,988 22,298 22,141
-------- -------- -------- -------- --------
Total other purchased funds............ 74,633 64,087 61,879 62,399 55,983
-------- -------- -------- -------- --------
Total.................................. $231,533 $220,541 $215,578 $223,941 $204,907
======== ======== ======== ======== ========
===========================================================================================================================
</TABLE>
a) Includes trust preferred capital securities.
-17-
<PAGE>
Market Risk Management
Overview
Market risk refers to potential losses arising from changes in interest rates,
foreign exchange rates, equity prices, commodity prices and other market-driven
rates, prices or volatilities. The Corporation has developed risk-management
policies to monitor and limit exposure to market risk. Through its trading
activities, the Corporation strives to take advantage of profit opportunities
available in interest and exchange rate movements. In asset and liability
management activities, policies are in place that are designed to closely manage
structural interest rate and foreign exchange rate risk.
Trading Activities
The Corporation's trading activities are primarily customer-oriented. Cash
instruments are sold to satisfy customers' investment needs. Derivative
contracts are initially entered into to satisfy the risk management needs of
customers. In general, the Corporation then enters into offsetting positions to
reduce market risk. In order to accommodate customers, an inventory of capital
markets instruments is carried, and access to market liquidity is maintained by
making bid-offer prices to other market makers. The Corporation may also take
proprietary positions in various capital markets cash instruments and
derivatives, and these positions are designed to profit from anticipated changes
in market factors.
Many trading positions are kept open for brief periods of time, often less
than one day. Other positions may be held for longer periods. Trading
positions are valued at estimated fair value. Realized and unrealized gains and
losses on these positions are included in noninterest income as trading profits.
The Corporation manages its market risk through a value-at-risk measurement
and control system, through stress testing and through dollar limits imposed on
trading desks and individual traders. Value-at-risk is intended to measure the
maximum fair value the Corporation could lose on a trading position, given a
specified confidence level and time horizon. The overall market risk that any
line of business can assume, as measured by value-at-risk, is approved by the
Risk Management Committee of the Board of Directors. Value-at-risk limits and
exposure are monitored on a daily basis for each significant trading portfolio.
Stress testing is similar to value-at-risk except that the confidence level of
the former is geared to capture more extreme, less frequent market events.
The following table shows the value-at-risk at September 30, 1999.
<TABLE>
<CAPTION>
Value-At-Risk
September 30
(In millions) 1999
--------------
<S> <C>
Risk Type
Interest rate.......................... $16
Exchange rate.......................... 1
Equity................................. 1
Commodity.............................. -
Diversification benefit................ (3)
---
Aggregate portfolio market risk......... $15
===
</TABLE>
Certain balance sheet positions that were previously managed through the
value-at-risk measurement and control system are now managed under earnings at
risk measures in the Corporation's asset liability management position. This
change accounted for much of the decline in value-at-risk from June 30, 1999.
The Corporation's value-at-risk calculation measures potential losses in fair
value using a 99% confidence level and a one-day time horizon. Value-at-risk is
calculated using various statistical models and techniques for cash and
derivative positions, including options. Through the use of observed
statistical correlations, the Corporation is able to recognize risk-reducing
diversification benefits across certain trading portfolios. However, the
reported value-at-risk remains somewhat overstated because not all offsets and
correlations are fully considered in the calculation.
-18-
<PAGE>
Structural Interest Rate Risk Management
Interest rate risk exposure in the Corporation's non-trading activities (i.e.,
asset liability management ("ALM") position) is created from repricing, option
and basis risks that exist in on- and off-balance-sheet positions. Repricing
risk occurs when interest-rate-sensitive financial asset or liability positions
reprice at different times as interest rates change. Basis risk arises from a
shift in the relationship of the rates on different financial instruments.
Option risk is due to "embedded options" often present in customer products
including interest rate, prepayment and early withdrawal options; administered
interest rate products; deposit products with no contractual maturity structure;
and certain off-balance-sheet sensitivities. These embedded option positions are
complex risk positions that are difficult to offset completely and, thus,
represent the primary risk of loss to the Corporation.
The Corporation's policies strictly limit which business units are permitted
to assume interest rate risk. The level of interest rate risk that can be taken
is closely monitored and managed by a comprehensive risk control process. The
Market and Investment Risk Management Committee, consisting of senior executives
of the finance group, credit and market risk oversight units, and line of
business units, are responsible for establishing the market risk parameters
acceptable for the Corporation's ALM position. Through these parameters this
committee balances the return potential of the ALM position against the desire
to limit volatility in earnings and/or economic value. The ALM position is
measured and monitored using sophisticated and detailed risk management tools,
including earnings simulation modeling and economic value of equity sensitivity
analysis, to capture both near-term and longer-term interest rate risk
exposures. The committee establishes the risk measures, risk limits, policy
guidelines and internal control mechanisms (collectively referred to as the
Interest Rate Risk Policy) for managing the overall ALM exposure. The Interest
Rate Risk Policy is reviewed and approved by a committee of the Board of
Directors.
Earnings simulation analysis, or earnings-at-risk, measures the sensitivity of
pretax earnings to various interest rate movements. The base-case scenario is
established using the forward yield curve. The comparative scenarios assume an
immediate parallel shock of the forward curve in increments of + 100 basis point
rate movements. Additional scenarios are analyzed, including more gradual rising
or falling rate changes and non-parallel rate shifts. The interest rate
scenarios are used for analytical purposes and do not necessarily represent
management's view of future market movements. Estimated earnings for each
scenario are calculated over a forward-looking 12-month horizon.
<TABLE>
<CAPTION>
Immediate Change
in Rates
Pretax earnings change -100 bp +100 bp
---------------------
<S> <C> <C>
September 30, 1999..................................... 3.9% (1.8)%
=== =====
</TABLE>
Assumptions are made in modeling the sensitivity of earnings to interest rate
changes. For residential mortgage whole loans, mortgage-backed securities and
collateralized mortgage obligations, the earnings simulation model captures the
expected prepayment behavior under changing interest rate environments.
Additionally, the model measures the impact of interest rate caps and floors on
adjustable-rate products. Assumptions regarding the interest rate or balance
behavior of indeterminate maturity products (savings, money market, NOW and
demand deposits) reflect management's best estimate of expected future behavior.
Sensitivity of service fee income to market interest rate levels, such as those
related to securitized credit card receivables and cash management products, is
included as well.
For some embedded option positions, the risk exposure occurs at a time period
beyond the 12 months captured in earnings sensitivity analysis. Management
utilizes a market value of equity sensitivity technique to capture the risk in
these longer-term risk positions. This analysis involves calculating future cash
flows over the full life of all current assets, liabilities and off-balance-
sheet positions under hundreds of different rate paths. The discounted present
value of all cash flows represents the Corporation's economic value of equity.
The change in this economic value of equity to shifts in the yield curve allows
management to measure longer-term repricing and option risk in the portfolio.
Interest rate risk in trading activities and other activities, including certain
overseas balance sheet positions, is managed principally as trading risk.
-19-
<PAGE>
Access to the derivatives market is an important element in maintaining the
Corporation's desired interest rate risk position. In general, the assets and
liabilities generated through ordinary business activities do not naturally
create offsetting positions with respect to repricing, basis or maturity
characteristics. Using off-balance-sheet instruments, principally plain vanilla
interest rate swaps (ALM swaps), the interest rate sensitivity of specific on-
balance-sheet transactions, as well as pools of assets is adjusted to maintain
the desired interest rate risk profile. At September 30, 1999, the notional
value of ALM interest rate swaps totaled $17.7 billion, including $14.7 billion
against specific transactions and $3.0 billion against specific pools of assets.
Asset and Liability Management Derivatives - Notional Principal
<TABLE>
<CAPTION>
Receive Fixed Pay Fixed Basis
(In millions) Pay Floating Receive Floating Swaps Total
----------------------- -------------------- ---------------------
September 30, 1999 Specific Pool Specific Pool Specific Pool Swaps
------------ --------- --------- --------- --------- ---------- ----------
- ---------------------------------------------------------------------------------------------------------------------------------
Swaps associated with:
<S> <C> <C> <C> <C> <C> <C> <C>
Loans......................................... $ - $680 $ 256 $2,329 $ - $ - $ 3,265
Investment securities......................... 39 - 166 - 125 - 330
Deposits...................................... 246 - - - - - 246
Funds borrowed (including long-term debt)..... 11,708 - 2,050 - 100 - 13,858
------- ---- ------ ------ ---- ---- -------
Total......................................... $11,993 $680 $2,472 $2,329 $225 $ - $17,699
======= ==== ====== ====== ==== ==== =======
</TABLE>
Swaps used to adjust the interest rate sensitivity of specific transactions
will not need to be replaced at maturity, since the corresponding asset or
liability will mature along with the swap. However, swaps against a pool of
assets will have an impact on the overall risk position as they mature and may
need to be reissued to maintain the same interest rate risk profile. These swaps
could create modest earnings sensitivity to changes in interest rates.
The notional amounts, expected maturity, and weighted-average pay and receive
rates for the ALM swap position at September 30, 1999, are summarized below. For
generic swaps, the maturities are contractual. In the table below, the variable
interest rates--which generally are the prime rate, federal funds rate or the
one-month, three-month and six-month London interbank offered rates ("LIBOR") in
effect on the date of repricing--are assumed to remain constant. However,
interest rates will change and consequently will affect the related weighted-
average information presented in the table.
<TABLE>
<CAPTION>
Asset and Liability Management Swaps--Maturities and Rates
September 30, 1999 (Dollars in millions) 1999 2000 2001 2002 2003 Thereafter Total
---- ---- ---- ---- ---- ---------- -----
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Receive fixed/pay floating swaps
Notional amount........................ $ 723 $7,141 $675 $ 725 $359 $3,050 $12,673
Weighted average
Receive rate.......................... 5.33% 5.78% 6.07% 6.61% 6.34% 6.70% 6.06%
Pay rate.............................. 5.59% 5.58% 5.53% 5.57% 5.70% 5.51% 5.56%
Pay fixed/receive floating swaps
Notional amount....................... $1,015 $1,033 $ 43 $ 996 $ 164 $1,550 $ 4,801
Weighted average
Receive rate......................... 5.49% 5.49% 5.51% 5.58% 5.43% 5.39% 5.47%
Pay rate............................. 5.96% 6.25% 7.24% 6.45% 6.44% 6.37% 6.30%
Basis swaps
Notional amount....................... - $ 50 $ 50 - - $ 125 $ 225
------ ------ ----- ------ ----- ------ -------
Total notional amount.................... $1,738 $8,224 $ 768 $1,721 $ 523 $4,725 $17,699
====== ====== ===== ====== ===== ====== =======
</TABLE>
Foreign Exchange Risk Management
Whenever possible, foreign currency-denominated assets are funded with
liability instruments denominated in the same currency. If a liability
denominated in the same currency is not immediately available or desired, a
forward foreign exchange contract is used to fully hedge the risk due to cross-
currency funding.
-20-
<PAGE>
To minimize the earnings and capital impact of translation gains or losses
measured on an after-tax basis, the Corporation uses forward foreign exchange
contracts to hedge the exposure created by investments in overseas branches and
subsidiaries.
Credit Risk Management
The Corporation has developed policies and procedures to manage the level and
composition of risk in its credit portfolio. The objective of this credit risk
management process is to quantify and manage credit risk on a portfolio basis as
well as to reduce the risk of a loss resulting from a customer's failure to
perform according to the terms of a transaction.
Customer transactions create credit exposure that is reported both on and off
the balance sheet. On-balance-sheet credit exposure includes such items as
loans. Off-balance-sheet credit exposure includes unfunded credit commitments
and other credit-related financial instruments. Credit exposures resulting from
derivative financial instruments are reported both on and off the balance sheet;
see page 26 for more details.
Selected Statistical Information
<TABLE>
<CAPTION>
September 30 June 30 March 31 December 31 September 30
(Dollars in millions) 1999 1999 1999 1998 1998
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
At period-end
Loans outstanding.......................... $158,143 $157,464 $154,850 $155,398 $154,057
Nonperforming loans........................ 1,027 1,032 1,031 729 718
Other nonperforming assets, including
other real estate owned................... 113 105 117 90 87
Nonperforming assets....................... 1,140 1,137 1,148 819 805
Allowance for credit losses................ 2,252 2,250 2,270 2,271 2,751
Nonperforming asset ratio.................. 0.72% 0.72% 0.74% 0.53% 0.52%
Allowance for credit losses/loans
outstanding............................... 1.42 1.43 1.47 1.46 1.79
Allowance for credit losses/
nonperforming loans....................... 219 218 220 312 383
For the three months ended
Average loans.............................. $157,967 $155,496 $153,271 $149,146 $154,466
Net charge-offs............................ 267 275 281 297 345
Net charge-offs/average loans.............. 0.68% 0.71% 0.73% 0.80% 0.89%
</TABLE>
-21-
<PAGE>
For analytical purposes, the Corporation's portfolio is divided into
commercial, consumer and credit card segments.
<TABLE>
<CAPTION>
Loan Composition
September 30 June 30 March 31 December 31 September 30
(In millions) 1999 1999 1999 1998 1998
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial
Domestic
Commercial.............................. $ 54,677 $ 53,690 $ 52,208 $ 53,362 $ 48,591
Real estate
Construction.......................... 5,694 5,441 5,172 5,108 5,383
Other................................. 18,566 18,114 17,927 17,787 17,082
Lease financing......................... 7,742 6,598 6,101 6,236 5,691
Foreign................................... 6,504 5,880 6,173 5,945 5,148
-------- -------- -------- -------- --------
Total commercial...................... 93,183 89,723 87,581 88,438 81,895
Consumer
Residential real estate................. 15,230 13,708 12,784 12,215 12,652
Home equity............................. 13,981 13,509 13,159 13,589 12,588
Automotive (1).......................... 20,990 21,820 20,942 20,634 19,684
Other.................................... 8,743 10,576 10,984 11,488 11,455
-------- -------- -------- -------- --------
Total consumer........................ 58,944 59,613 57,869 57,926 56,379
Credit card (2)............................. 6,016 8,128 9,400 9,034 15,783
-------- -------- -------- -------- --------
Total................................. $158,143 $157,464 $154,850 $155,398 $154,057
======== ======== ======== ======== ========
==============================================================================================================================
</TABLE>
(1) Includes auto lease receivables.
(2) During 1998, the Corporation's certificated retained interest in credit
card securitizations was reclassified to investment securities--available-
for-sale. The certificated retained interest totaled $16.6 billion at
September 30, 1999, $14.5 billion at June 30, 1999, $14.7 billion at March
31, 1999, and $16.7 billion at year-end 1998.
Allowance for Credit Losses
The allowance for credit losses is maintained at a level that in
management's judgment is adequate to provide for estimated probable credit
losses inherent in various on- and off-balance-sheet financial instruments. The
level of the allowance reflects management's formal review and analysis of
potential credit losses, as well as prevailing economic conditions.
<TABLE>
<CAPTION>
Analysis of Allowance for Credit Losses September 30 June 30 March 31 December 31 September 30
(In millions) 1999 1999 1999 1998 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, beginning of period................ $ 2,250 $ 2,270 $ 2,271 $ 2,751 $ 2,752
Provision for credit losses................. 277 275 281 272 345
Charge-offs
Commercial................................ 112 106 83 103 64
Consumer.................................. 138 134 172 147 141
Credit card............................... 92 114 112 127 238
-------- -------- -------- -------- --------
Total charge-offs..................... 342 354 367 377 443
Recoveries
Commercial................................ 21 25 20 23 21
Consumer.................................. 45 45 52 43 43
Credit card............................... 9 9 14 14 34
-------- -------- -------- -------- --------
Total recoveries...................... 75 79 86 80 98
Net charge-offs............................. 267 275 281 297 345
Other....................................... (8) (20) (1) (455) (1)
-------- -------- -------- -------- --------
Balance, end of period...................... $ 2,252 $ 2,250 $ 2,270 $ 2,271 $ 2,751
======== ======== ======== ======== ========
</TABLE>
-22-
<PAGE>
As part of the Merger integration, the accounting and credit practices
associated with the credit card businesses were conformed, including the balance
sheet classification of the Corporation's investment in its interest (seller's
interest) in securitized credit card receivables, the timing of charge-offs and
the appropriate reserves that should be maintained against remaining credit
risk. Conforming these practices in the fourth quarter of 1998 resulted in the
transfer of $375 million from the allowance for credit losses to a securities
valuation account. As a result, such investment securities (seller's interest
and the interest-only strip) are carried at fair value. The remaining reserve
transfer was primarily related to First USA's contribution of its $1.6 billion
private-label credit card portfolio to a new joint venture formed with GE
Capital Corporation. Other reductions in the allowance for credit losses in both
the second and third quarters of 1999 primarily reflect the allocable credit
reserves associated with consumer loan securitizations completed during the
quarter.
Nonperforming Assets
At September 30, 1999, nonperforming assets totaled $1.140 billion and were
less than 1% of related assets. Nonperforming assets have remained relatively
stable for the first three quarters of 1999, but are up $321 million from year-
end 1998. Nonperforming assets at September 30, 1999, included $1.027 billion of
nonperforming loans and $113 million of other nonperforming assets, including
other real estate owned. See page 25 for additional information.
<TABLE>
<CAPTION>
September 30 June 30 March 31 December 31 September 30
(Dollars in millions) 1999 1999 1999 1998 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nonperforming loans........................ $1,027 $1,032 $1,031 $ 729 $ 718
Other, including other real estate owned... 113 105 117 90 87
------ ------ ------ ----- -----
Total nonperforming assets............ $1,140 $1,137 $1,148 $ 819 $ 805
====== ====== ====== ===== =====
Nonperforming assets/related assets........ 0.72% 0.72% 0.74% 0.53% 0.52%
====== ====== ====== ===== =====
</TABLE>
Consumer Risk Management
Consumer loans consist of credit card receivables as well as residential
mortgage and home equity loans, automobile financing, student loans and other
forms of consumer installment credit. Including securitized credit card
receivables, the consumer portfolio totaled $128.9 billion at September 30,
1999.
Consumer and Credit Card Loans
<TABLE>
<CAPTION>
September 30 June 30 March 31 December 31 September 30
(In millions) 1999 1999 1999 1998 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Credit card (1)....................... $ 6,016 $ 8,128 $ 9,400 $ 9,034 $ 15,783
Residential real estate............... 15,230 13,708 12,784 12,215 12,652
Home equity........................... 13,981 13,509 13,159 13,589 12,588
Automotive (2)........................ 20,990 21,820 20,942 20,634 19,684
Other consumer........................ 8,743 10,576 10,984 11,488 11,455
-------- -------- -------- -------- --------
Total owned.......................... 64,960 67,741 67,269 66,960 72,162
Securitized credit card............... 63,974 61,331 58,964 60,993 49,386
-------- -------- -------- -------- --------
Total managed....................... $128,934 $129,072 $126,233 $127,953 $121,548
======== ======== ======== ======== ========
Managed credit card................... $ 69,990 $ 69,459 $ 68,364 $ 70,027 $ 65,169
======== ======== ======== ======== ========
========================================================================================================================
</TABLE>
1) Excludes the Corporation's interest in securitized credit card
receivables. The certificated retained interest totaled $16.6 billion at
September 30, 1999, $14.5 billion at June 30, 1999, $14.7 billion at March
31, 1999, and $16.7 billion at year-end 1998.
2) Includes auto lease receivables.
Consumer risk management uses sophisticated risk assessment tools across each
of the consumer lines of business, including credit cards, loans secured by real
estate, automobile loans and leases, and other unsecured loans. With these
tools, management targets the product and price offering that best matches the
consumer risk profile.
Management continues to manage proactively the risk/reward relationship of
each consumer loan portfolio segment, such that profitability targets and
required rates of return on investment are achieved.
-23-
<PAGE>
For the credit card portfolio, loss potential is tested using expected levels
of losses based on delinquencies and other risk characteristics of the
portfolio. For the other segments of the consumer portfolio, reserve factors are
developed by analyzing vintage performance, delinquency trends and other
relevant risk factors to ensure appropriate reserves for prospective credit
performance.
<TABLE>
<CAPTION>
Managed Credit Card Receivables Three Months Ended
September 30 June 30 March 31 December 31 September 30
(Dollars in millions) 1999 1999 1999 1998 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average balances
Credit card loans (1)................... $ 6,905 $ 8,520 $ 9,036 $ 7,865 $15,578
Securitized credit card receivables..... 62,248 60,427 60,108 58,325 43,512
------- ------- ------- ------- -------
Total average managed
credit card receivables............... $69,153 $68,947 $69,144 $66,190 $59,090
======= ======= ======= ======= =======
Total net charge-offs (including
securitizations)........................ $ 921 $ 905 $ 845 $ 792 $ 802
======= ======= ======= ======= =======
Net charge-offs/average total
managed receivables..................... 5.33% 5.25% 4.89% 4.79% 5.43%
Credit card delinquency rate at period end
30 or more days......................... 4.74 4.30 4.51 4.47 4.50
90 or more days......................... 2.07 1.96 2.06 1.98 1.90
============================================================================================================================
</TABLE>
(1) The Corporation's certificated retained interest averaged $15.2 billion for
the third quarter of 1999, $15.4 billion for the second quarter of 1999,
$15.7 billion for the first quarter of 1999, and $14.3 billion for the
fourth quarter of 1998.
Managed credit card receivables (i.e., those held in the portfolio and those
sold to investors through securitization) were $70.0 billion at September 30,
1999.
The managed credit card net charge-off rate for the third quarter of 1999
decreased to 5.33% from 5.43% in the third quarter of 1998. In the fourth
quarter of 1998, the Corporation conformed its credit card charge-off policy.
Without conforming such practices, the first quarter 1999 charge-off ratio would
have been 5.32%, and the fourth quarter 1998 ratio would have been 5.42%. The
30-and 90-day delinquency rates at September 30, 1999, increased from those of
December 31, 1998.
Credit card net charge-off performance in the 1999 third quarter improved
versus a year ago, and was up slightly from the second quarter. The charge-off
rate is expected to remain stable for the balance of 1999. Consumer debt-
service burdens have eased in 1999, following the decline in interest rates and
increased mortgage refinance activity that occurred in late 1998 and early 1999.
A strong employment environment, coupled with real wage gains, has contributed
to improved consumer cash flow. Personal bankruptcies have declined from year-
ago levels, but bankruptcy filings remain at historically high levels.
Competition for new, creditworthy customers remains intense. Management
continues to review credit limits, close high-risk unprofitable accounts,
monitor authorization criteria, and review policies and procedures for
delinquency management and related collection activities.
<TABLE>
<CAPTION>
Other Consumer Loans Three Months Ended
September 30 June 30 March 31 December 31 September 30
(Dollars in millions) 1999 1999 1999 1998 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average balances....................... $59,876 $58,065 $57,177 $56,263 $57,633
Total net charge-offs.................. 93 89 120 104 98
Net charge-offs/average balances....... 0.62% 0.61% 0.84% 0.74% 0.68%
</TABLE>
Other consumer loans, primarily loans secured by real estate as well as auto
loans and leases, continued to exhibit sound credit quality. The net charge-off
rate for non-credit card consumer loans was 0.62% for the third quarter of 1999,
essentially unchanged from the prior quarter and down six basis points from the
prior year, reflecting improved performance on a vintage basis. The composition
of the consumer loan portfolio provides broad diversification of risk from both
a product and geographic perspective. Centralized underwriting and sophisticated
risk-assessment tools and collection practices contributed to this strong credit
performance.
-24-
<PAGE>
Commercial Risk Management
The commercial risk portfolio includes all domestic and foreign commercial
credit exposure. Credit exposure includes the credit risks associated with both
on- and off-balance-sheet financial instruments.
Commercial loans increased to $93.2 billion at September 30, 1999, from $88.4
billion at December 31, 1998. Commercial net charge-offs increased to $91
million, or 0.40% of average loans, in the third quarter of 1999, compared with
$81 million, or 0.36%, in the second quarter of 1999.
Nonperforming commercial assets increased $321 million to $1.140 billion at
September 30, 1999, from $819 million at December 31, 1998. The increase was
primarily within the financial services and energy industries. Nonperforming
assets remain below 1% of total loans and other nonperforming assets. The
Corporation does not anticipate a significant increase in nonperforming assets
in the near term.
In the commercial portfolio, credit quality is rated according to defined
levels of credit risk. The lower categories of credit risk are equivalent to the
four bank regulatory classifications: Special Mention, Substandard, Doubtful and
Loss. These categories define levels of credit deterioration at which it may be
increasingly difficult for the Corporation to be repaid fully without
restructuring the credit. These categories are also assigned potential loss
factors to assess the adequacy of the allowance for credit losses.
The Corporation also conducts an asset-by-asset review of significant lower-
rated credit or country exposure each quarter. Potential losses are identified
during this review, and reserves are adjusted accordingly.
Commercial Real Estate
Commercial real estate consists primarily of loans secured by real estate as
well as certain loans that are real estate-related. A loan is categorized as
real estate-related when 80% or more of the borrower's revenues are derived from
real estate activities and the loan is not collateralized by cash or marketable
securities.
At September 30, 1999, commercial real estate loans totaled $24.3 billion, or
26% of commercial loans, compared with $22.9 billion and 26% of commercial loans
at year-end 1998.
Derivative Financial Instruments
The Corporation uses a variety of derivative financial instruments in its
trading, asset and liability management, and corporate investment activities.
These instruments include interest rate, currency, equity and commodity swaps,
forwards, spot, futures, options, caps, floors, forward rate agreements, and
other conditional or exchange contracts, and include both exchange-traded and
over-the-counter contracts.
Income Resulting from Derivative Financial Instruments
The Corporation uses interest rate derivative financial instruments in ALM
activities to reduce structural interest rate risk and the volatility of net
interest margin. Net interest margin reflects the effective use of these
derivatives. Without their use, net interest income would have been lower by $49
million in the third quarter of 1999 and lower by $23 million in the third
quarter of 1998.
Deferred gains, net of deferred losses, on interest rate swaps terminated
early or dedesignated as ALM derivatives totaled $185 million as of September
30, 1999. This amount will be amortized as an adjustment to interest income or
expense on the linked interest rate exposure position. The net adjustment will
be $5 million in 1999, $74 million in 2000, $52 million in 2001 and $54 million
thereafter.
-25-
<PAGE>
Credit Exposure Resulting from Derivative Financial Instruments
The Corporation maintains risk management policies that monitor and limit
exposure to credit risks. For a further discussion of credit risks, see the
Credit Risk Management section, beginning on page 21.
Credit exposure from derivative financial instruments arises from the risk of
a customer default on the derivative contract. The amount of loss created by the
default is the replacement cost or current fair value of the defaulted contract.
The Corporation utilizes master netting agreements whenever possible to reduce
its credit exposure from customer default. These agreements allow the netting of
contracts with unrealized losses against contracts with unrealized gains to the
same customer, in the event of a customer default. The table below shows the
impact of these master netting agreements.
<TABLE>
<CAPTION>
September 30 December 31
(In millions) 1999 1998
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Gross replacement cost........................................ $ 14,076 $ 25,411
Less: Adjustment due to master netting agreements............ (10,337) (17,692)
-------- --------
Current credit exposure....................................... 3,739 7,719
Unrecognized net loss (gain) due to nontrading activity....... 7 (765)
-------- --------
Balance sheet exposure........................................ $ 3,746 $ 6,954
======== ========
</TABLE>
Current credit exposure represents the total loss that the Corporation would
have suffered had every counterparty been in default on those dates. These
amounts are reduced by the unrealized and unrecognized gains on derivatives used
in asset and liability management activities to arrive at the balance sheet
exposure.
Year 2000 Readiness Disclosure
The Corporation continues to execute project plans established by its
predecessor companies to assure Year 2000 readiness. Total project costs are
estimated to reach $350 million over the life of the project. Year 2000 costs
incurred through September 30, 1999, were approximately $331 million, with $34
million incurred during the third quarter of 1999.
The Corporation met the September 30, 1999, regulatory guideline stating that
testing of mission critical systems be complete and that the implementation of
mission-critical systems be substantially complete.
At September 30, 1999, the Corporation is ready for Year 2000. Ready means
that internal systems, applications and equipment are prepared to process dates
correctly through the year 2000 and beyond. Information technology systems and
equipment are largely compliant, and facilities and equipment managed by the
Corporation are Year 2000 ready. The readiness of computer applications,
equipment and contingency plans continues to be verified. Another area of focus
is ensuring the availability of cash to meet customer demands.
Year 2000 readiness is highly dependent on external entities and is not
limited to operating risk. The Corporation is working extensively with external
entities to ensure that their systems will be Year 2000 ready; however, the
Corporation bears risk and could be adversely affected if outside parties, such
as customers, vendors, utilities and government agencies, do not appropriately
address Year 2000 readiness issues. In addition, the Corporation may have
increased credit risk related to customers whose ability to repay debt is
impaired due to Year 2000 readiness costs or risk or whose collateral becomes
impaired due to lack of Year 2000 readiness.
Critical business processes have been identified, and the most reasonable
recovery strategies have been selected. Contingency plans have been documented
and validated for effectiveness. The Corporation will continue to review and
validate the scope and content of its contingency plans throughout the remainder
of 1999. The Corporation also has developed and tested a comprehensive event
plan to forecast the tasks, roles, responsibilities and schedule for the turn of
the century and other key dates.
-26-
<PAGE>
Capital Management
------------------
Capital represents the stockholders' investment on which the Corporation
strives to generate attractive returns. It is the foundation of a cohesive risk
management framework and links return with risk. Capital supports business
growth and provides protection to depositors and creditors.
Key capital management objectives are to:
. generate attractive returns to enhance shareholder value;
. maintain a capital base commensurate with overall risk profile;
. maintain strong capital ratios relative to peers; and
. meet or exceed all regulatory guidelines.
In conjunction with the annual financial planning process, a capital plan is
established to ensure that the Corporation and all of its subsidiaries have
capital structures consistent with prudent management principles and regulatory
requirements.
Economic Capital
An important aspect of risk management and performance measurement is the
ability to evaluate the risk and return of a business unit, product or customer
consistently across all lines of business. Accordingly, the Corporation is
implementing an economic capital framework to attribute capital based on the
amount and type of risk inherent in its underlying businesses. The capital
allocation used in the "Business Segments" section, beginning on page 2,
reflects this framework. The following principles are inherent in the capital
factors employed:
. An equal amount of capital will be assigned for each measured unit of risk.
. Risk is defined in terms of "unexpected" losses over the life of the exposure,
measured at a confidence interval consistent with that level of capitalization
necessary to achieve a targeted AA debt rating. Unexpected losses are in
excess of those normally incurred and for which reserves are maintained.
. Business units will be assessed a uniform charge against allocated capital,
representing a hurdle rate on equity investments. Returns on capital in excess
of the hurdle rate contribute to increases in shareholder value.
Four forms of risk are measured--credit, market, operational and lease
residual. Credit capital is determined through an analysis of both historical
loss experience and market expectations. Market risk capital is set consistent
with exposure limits established by the Corporation's risk oversight committees.
Operational risk capital incorporates event and technology risks, as well as the
general business risks arising from operating leverage. It is determined by
examining the capital structure of publicly traded companies engaged in
comparable business activities, and by reviewing the business-specific costs
surrounding operational enterprises. Finally, residual risk covers the potential
for losses arising from the disposition of assets returned at the end of lease
contracts. This price risk is assessed based upon historical loss experiences
and market factors, as well as by reviewing event-specific scenarios.
-27-
<PAGE>
Selected Capital Ratio Review
The Corporation aims to maintain regulatory capital ratios, including those of
its principal banking subsidiaries, in excess of the well-capitalized guidelines
under federal banking regulations.
The tangible common equity to managed assets ratio is also monitored, with a
current target range of 5-7%. This ratio adds securitized credit card loans to
reported total assets and is calculated net of total intangible assets.
<TABLE>
<CAPTION>
Well-
Selected Capital Ratios Capitalized
September 30 June 30 March 31 December 31 September 30 Corporate Regulatory
1999 1999 1999 1998 1998 Targets Guidelines
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Risk-based capital ratios (1)
Tier 1........................ 7.7% 8.1% 8.2% 7.9% 8.6% - 6.0%
Total......................... 10.8 11.4 11.7 11.3 12.4 - 10.0
Leverage ratio (1)(2)........... 7.9 8.1 8.0 8.0 8.5 - 3.0
Tangible common equity/
tangible managed assets........ 5.7 6.2 6.3 5.8 6.5 5 - 7% -
(less than/
Double leverage ratio (1)....... 110 107 107 108 104 equal to) 120% -
Dividend payout ratio
Operating..................... 49 45 48 43 45 35-40% -
Reported........................ 53 51 44 200 42 - -
Common equity/total assets...... 7.5 8.1 8.3 7.8 8.6 - -
Stockholders' equity/total
assets......................... 7.6 8.2 8.4 7.9 8.6 - -
</TABLE>
- ----------------
(1) Includes trust preferred capital securities.
(2) Minimum regulatory guideline is 3.0%.
The components of the Corporation's regulatory risk-based capital and risk-
weighted assets are shown below:
<TABLE>
<CAPTION>
September 30 December 31 September 30
(In millions) 1999 1998 1998
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Regulatory risk-based capital
Tier 1 capital........................... $ 20,128 $ 19,495 $ 19,888
Tier 2 capital........................... 7,991 8,295 8,887
-------- -------- --------
Total capital....................... $ 28,119 $ 27,790 $ 28,775
======== ======== ========
Total risk-weighted assets............... $259,747 $244,473 $232,305
======== ======== ========
</TABLE>
In arriving at Tier 1 and total capital, such amounts are reduced by goodwill
and other nonqualifying intangible assets as shown below.
<TABLE>
<CAPTION>
Intangible Assets
September 30 December 31 September 30
(In millions) 1999 1998 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goodwill............................................... $ 955 $1,075 $1,094
Other nonqualifying intangibles........................ 723 637 254
------ ------ ------
Subtotal.......................................... 1,678 1,712 1,348
Qualifying intangibles................................. 592 984 871
------ ------ ------
Total intangibles................................. $2,270 $2,696 $2,219
====== ====== ======
</TABLE>
-28-
<PAGE>
Dividends
The Corporation's common dividend policy reflects its earnings outlook,
desired payout ratios, the need to maintain an adequate capital level and
alternative investment opportunities. The common dividend payout ratio is
currently targeted in the range of 35 to 40% of operating earnings over time.
In January 1999, the Corporation increased its quarterly common cash dividend to
$0.42 per share. This represented a 10.5% increase over the previous $0.38 per-
share dividend rate.
On January 20, 1998, BANC ONE declared a 10% common stock dividend to
shareholders of record on February 12, 1998.
Double Leverage
Double leverage is the extent to which the Corporation's debt is used to
finance investments in subsidiaries. Currently, the Corporation intends to limit
its double leverage to no more than 120% at any time. Double leverage was 110%
at September 30, 1999, and 108% at December 31, 1998. Trust preferred capital
securities of $1.578 billion, and $1.003 billion, at September 30, 1999, and
December 31, 1998, respectively, were included in capital for purposes of this
calculation.
Stock Repurchase Program and Other Capital Activities
The repurchase of shares is an integral part of capital management. On May
18, 1999, the Corporation's Board of Directors authorized the purchase of up to
65 million shares of the Corporation's common stock. As of September 30, 1999,
the Corporation had purchased 36.6 million shares of common stock at an average
price of $45.48 per share.
In September 1999, a wholly owned consolidated trust subsidiary of the
Corporation issued $575 million of preferred securities, bringing the total
issued on behalf of the Corporation to $1.578 billion. These "Trust Preferred
Capital Securities" are tax-advantaged issues that qualify for Tier 1 Capital
treatment and are included in long-term debt in the Corporation's balance sheet.
On August 10, 1999, the Corporation redeemed all of its outstanding 7 1/2%
Preferred Purchase Units, totaling $150 million. The redemption price was
$25.00 per unit, plus accrued and unpaid interest and contract fees totaling
$0.47 per unit.
During the first quarter of 1999, the Corporation strengthened its capital
position through the issuance of $350 million of subordinated debt.
-29-
<PAGE>
Consolidated Balance Sheet
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
September 30 December 31 September 30
(Dollars in millions) 1999 1998 1998
-------------------------------------------
<S> <C> <C> <C>
Assets
Cash and due from banks........................................................ $ 15,325 $ 19,878 $ 14,109
Interest-bearing due from banks................................................ 5,145 4,642 4,621
Federal funds sold and securities under resale agreements...................... 13,257 9,862 10,066
Trading assets................................................................. 6,561 5,345 5,770
Derivative product assets...................................................... 3,746 6,954 4,600
Investment securities (fair value--$47,971, $44,852, $32,667, respectively).... 47,971 44,852 32,658
Loans (net of unearned income--$3,856, $3,707, $3,399, respectively)
Commercial.................................................................. 93,183 88,438 81,895
Consumer.................................................................... 58,944 57,926 56,379
Credit card................................................................. 6,016 9,034 15,783
Allowance for credit losses.................................................... (2,252) (2,271) (2,751)
---------- ---------- ----------
Loans, net.................................................................. 155,891 153,127 151,306
Bank premises and equipment, net............................................... 3,279 3,340 3,431
Customers' acceptance liability................................................ 407 333 434
Other.......................................................................... 12,553 13,163 11,663
---------- ---------- ----------
Total assets............................................................ $ 264,135 $ 261,496 $ 238,658
========== ========== ==========
Liabilities
Deposits
Demand...................................................................... $ 29,979 $ 39,854 $ 34,757
Savings..................................................................... 65,906 62,645 58,813
Time........................................................................ 35,136 36,302 36,694
Foreign offices............................................................. 25,879 22,741 18,660
---------- ---------- ----------
Total deposits.......................................................... 156,900 161,542 148,924
Federal funds purchased and securities under repurchase agreements............. 20,493 23,164 20,619
Other short-term borrowings.................................................... 19,405 16,937 13,223
Long-term debt................................................................. 33,157 21,295 21,138
Guaranteed preferred beneficial interest in the Corporation's junior 1,578 1,003 1,003
subordinated debt.............................................................
Acceptances outstanding........................................................ 407 333 434
Derivative product liabilities................................................. 3,902 7,147 4,749
Other liabilities.............................................................. 8,243 9,515 7,950
---------- ---------- ----------
Total liabilities....................................................... 244,085 240,936 218,040
Stockholders' Equity
Preferred stock................................................................ 190 190 190
Common stock - $0.01 par value................................................. 12 12 12
Number of common shares (in thousands): 9/30/99 12/31/98 9/30/98
--------- --------- ---------
Authorized......................... 2,500,000 2,500,000 2,500,000
Issued............................. 1,182,009 1,179,297 1,222,989
Outstanding........................ 1,146,671 1,177,310 1,175,744
Surplus........................................................................ 10,740 10,769 12,488
Retained earnings.............................................................. 11,099 9,528 9,750
Accumulated other adjustments to stockholders' equity.......................... (258) 239 244
Deferred compensation.......................................................... (128) (94) (157)
Treasury stock at cost, 35,338,000; 1,987,000; and 47,245,000 shares,
respectively.................................................................. (1,605) (84) (1,909)
---------- ---------- ----------
Total stockholders' equity.............................................. 20,050 20,560 20,618
---------- ---------- ----------
Total liabilities and stockholders' equity.............................. $ 264,135 $ 261,496 $ 238,658
========== ========== ==========
</TABLE>
-30-
<PAGE>
<TABLE>
<CAPTION>
Consolidated Income Statement
BANK ONE CORPORATION and Subsidiaries
Three Months Ended Nine Months Ended
September 30 September 30
(In millions, except per-share data) 1999 1998 1999 1998
----------------------------------------
<S> <C> <C> <C> <C>
Interest Income
Loans, including fees............................................... $3,277 $3,595 $ 9,692 $10,874
Bank balances....................................................... 56 78 155 264
Federal funds sold and securities under resale agreements........... 103 100 308 313
Trading assets...................................................... 110 99 303 281
Investment securities--taxable...................................... 657 510 2,037 1,353
Investment securities--tax-exempt................................... 104 30 244 113
------ ------ ------- -------
Total.......................................................... 4,307 4,412 12,739 13,198
Interest Expense
Deposits............................................................ 1,162 1,230 3,383 3,742
Federal funds purchased and securities under repurchase agreements.. 213 278 690 830
Other short-term borrowings......................................... 230 181 638 556
Long-term debt...................................................... 460 350 1,195 1,060
------ ------ ------- -------
Total.......................................................... 2,065 2,039 5,906 6,188
Net Interest Income................................................. 2,242 2,373 6,833 7,010
Provision for credit losses......................................... 277 345 833 1,136
------ ------ ------- -------
Net Interest Income after Provision for Credit Losses............... 1,965 2,028 6,000 5,874
Noninterest Income
Trading profits..................................................... 30 18 130 143
Equity securities gains (losses).................................... 86 (4) 315 189
Investment securities gains......................................... 6 41 92 123
------ ------ ------- -------
Market-driven revenue............................................. 122 55 537 455
Credit card revenue................................................. 907 867 2,779 2,198
Fiduciary and investment management fees............................ 201 207 577 608
Service charges and commissions..................................... 671 639 2,084 1,965
------ ------ ------- -------
Fee-based revenue................................................. 1,779 1,713 5,440 4,771
Other income........................................................ 197 231 933 777
------ ------ ------- -------
Total.......................................................... 2,098 1,999 6,910 6,003
Noninterest Expense
Salaries and employee benefits...................................... 970 1,080 3,190 3,310
Net occupancy and equipment expense................................. 220 217 666 628
Depreciation and amortization....................................... 167 167 511 500
Outside service fees and processing................................. 458 318 1,284 939
Marketing and development........................................... 341 264 958 684
Communication and transportation.................................... 205 192 613 567
Merger-related and restructuring charges............................ 56 - 365 127
Other............................................................... 296 301 873 934
------ ------ ------- -------
Total.......................................................... 2,713 2,539 8,460 7,689
Income Before Income Taxes.......................................... 1,350 1,488 4,450 4,188
Provision for income taxes.......................................... 425 434 1,382 1,306
------ ------ ------- -------
Net Income.......................................................... $ 925 $1,054 $3,068 $ 2,882
====== ====== ====== =======
Net Income Attributable to Common Stockholders' Equity.............. $ 922 $1,051 $3,059 $ 2,871
====== ====== ====== =======
Earnings Per Share
Basic............................................................. $0.79 $0.90 $2.60 $2.46
Diluted........................................................... $0.79 $0.89 $2.58 $2.42
</TABLE>
-31-
<PAGE>
Consolidated Statement of Stockholders' Equity
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Accumulated
Other
Adjustments to Total
Preferred Common Retained Stockholders' Deferred Treasury Stockholders'
(In millions) Stock Stock Surplus Earnings Equity Compensation Stock Equity
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance--December 31, 1997.. $326 $12 $12,584 $8,063 $209 $(137) $(2,007) $19,050
Net income.................. 2,882 2,882
Change in fair value,
investment securities--
available-for-sale,
net of taxes............... 38 38
Translation gain (loss),
net of taxes............... (3) (3)
------- ----- -------
Net income and changes in
accumulated other
adjustments to
stockholders' equity....... 2,882 35 2,917
Cash dividends declared
On common stock........... (780) (780)
On preferred stock........ (2) (2)
On common stock by pooled
affiliates............... (401) (401)
On preferred stock by
pooled affiliates........ (9) (9)
Conversion of preferred
stock...................... (136) 136 -
Issuance of stock........... (262) (3) 471 206
Acquisition of
subsidiaries............... 2 2
Purchase of common stock.... (375) (375)
Awards granted, net of
forfeitures and
amortization............... (32) (32)
Other....................... 30 12 42
---- --- ------- ------- ----- ----- ------- -------
Balance--September 30, 1998. $190 $12 $12,488 $ 9,750 $ 244 $(157) $(1,909) $20,618
==== === ======= ======= ===== ===== ======= =======
Balance--December 31, 1998.. $190 $12 $10,769 $9,528 $239 $ (94) $ (84) $20,560
Net income.................. 3,068 3,068
Change in fair value,
investment securities--
available-for-sale,
net of taxes............... (482) (482)
Translation gain (loss),
net of taxes............... (15) (15)
------- ----- -------
Net income and changes in
accumulated other
adjustments to
stockholders' equity....... 3,068 (497) 2,571
Cash dividends declared
On common stock.......... (1,488) (1,488)
On preferred stock....... (9) (9)
Issuance of stock.......... (4) 156 152
Purchase of common stock... (1,677) (1,677)
Awards granted, net of
forfeitures and
amortization.............. (34) (34)
Other...................... (25) (25)
---- --- ------- ------- ----- ----- ------- --------
Balance--September 30, 1999 $190 $12 $10,740 $11,099 $(258) $(128) $(1,605) $20,050
==== === ======= ======= ===== ===== ======= =======
</TABLE>
-32-
<PAGE>
<TABLE>
<CAPTION>
Supplemental Consolidated Statement of Cash Flows
BANK ONE CORPORATION and Subsidiaries
Nine Months Ended September 30
(In millions) 1999 1998
---------------------------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income..................................................................................... $ 3,068 $ 2,882
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization............................................................. 511 500
Provision for credit losses............................................................... 833 1,136
Equity securities gains................................................................... (315) (189)
Securities gains, available for sale...................................................... (92) (123)
Net (increase) decrease in net derivative product balances................................ (37) 143
Net (increase) in trading assets.......................................................... (1,223) (606)
Net (increase) decrease in other assets................................................... 375 (590)
Net increase (decrease) in other liabilities.............................................. (1,017) 1,801
Gains on sales of banking centers......................................................... (249) (259)
Merger-related charges.................................................................... (42) 127
Other operating adjustments............................................................... (154) (256)
-------- --------
Net cash provided by operating activities...................................................... 1,658 4,566
Cash Flows from Investing Activities
Net (increase) in federal funds sold and securities under resale agreements.................... (3,395) (898)
Securities available for sale:
Purchase.................................................................................. (42,370) (21,220)
Maturities................................................................................ 9,127 5,024
Sales..................................................................................... 30,267 15,757
Securities held to maturity:
Maturities................................................................................ -- 105
Credit card receivables securitized............................................................ 7,279 7,001
Net (increase) in loans........................................................................ (11,827) (7,229)
Loan recoveries................................................................................ 240 367
Net cash and cash equivalents due to mergers, acquisitions and dispositions.................... (882) (2,370)
All other investing activities, net............................................................ (489) (2,592)
-------- --------
Net cash used in investing activities.......................................................... (12,050) (6,055)
Cash Flows from Financing Activities
Net (decrease) in deposits..................................................................... (2,668) (1,989)
Net increase (decrease) in federal funds purchased and securities under repurchase agreements.. (2,671) 273
Net increase in other short-term borrowings.................................................... 2,468 342
Proceeds from issuance of long-term debt....................................................... 27,109 15,781
Repayment of long-term debt.................................................................... (14,749) (15,623)
Cash dividends paid............................................................................ (1,448) (1,059)
Purchase of common stock....................................................................... (1,666) (375)
Proceeds from issuance of common and treasury stock............................................ 82 78
All other financing activities, net............................................................ (188) 68
-------- --------
Net cash provided by (used in) financing activities............................................ 6,269 (2,504)
Effect of exchange rate changes on cash and cash equivalents................................... 73 433
-------- --------
Net (decrease) in cash and cash equivalents.................................................... (4,050) (3,560)
Cash and cash equivalents at beginning of period............................................... 24,520 22,290
-------- --------
Cash and cash equivalents at end of period..................................................... $ 20,470 $ 18,730
======== ========
</TABLE>
-33-
<PAGE>
Notes to Consolidated Financial Statements
Note 1--Basis of Presentation
- -----------------------------
The consolidated financial statements for the Corporation, including its
subsidiaries, have been prepared in conformity with generally accepted
accounting principles. Such preparation requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Although the interim amounts are unaudited, they do reflect all adjustments
that, in the opinion of management, are necessary for a fair presentation of the
results of operations for the interim periods. All such adjustments are of a
normal, recurring nature. Because the results from commercial banking
operations are so closely related and responsive to changes in economic
conditions, fiscal policy and monetary policy, and because the results for the
investment security and trading portfolios are largely market-driven, the
results for any interim period are not necessarily indicative of the results
that can be expected for the entire year.
These financial statements should be read in conjunction with the
Corporation's financial statements for the year ended December 31, 1998.
Note 2--Earnings per Share
- --------------------------
In December 1997, the Corporation adopted Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," as required, and all prior
periods presented were restated. Basic earnings per share is computed by
dividing income available to common stockholders by the average number of common
shares outstanding for the period. The Statement also requires presentation of
earnings per share assuming full dilution. The diluted earnings per share
calculation includes net shares that could be issued under outstanding stock
options and employee stock purchase plans, and common shares that would result
from the conversion of convertible preferred stock and convertible debentures.
In the diluted calculation, net income is not reduced by dividends related to
convertible preferred stock, since such dividends would not be paid if the
preferred stock were converted to common stock. In addition, interest on
convertible debentures (net of tax) is added to net income, since this interest
would not be paid if the debentures were converted to common stock.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
(Dollars in millions, except per-share data) 1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Basic
Net income........................................................ $ 925 $1,054 $3,068 $2,882
Preferred stock dividends......................................... (3) (3) (9) (11)
------ ------ ------ ------
Net income attributable to common stockholders' equity............ $ 922 $1,051 $3,059 $2,871
====== ====== ====== ======
Diluted
Net income........................................................ $ 925 $1,054 $3,068 $2,882
Interest on convertible debentures, net of tax.................... 2 2 4 5
Preferred stock dividends, excluding dividends on convertible
preferred stock.................................................. (3) (3) (9) (9)
------ ------ ------ ------
Diluted income available to common stockholders................... $ 924 $1,053 $3,063 $2,878
====== ====== ====== ======
Average shares outstanding......................................... 1,167 1,172 1,175 1,169
Dilutive Shares
Stock options..................................................... 7 10 9 12
Convertible preferred stock....................................... -- -- -- 2
Convertible debentures............................................ 3 4 4 4
Employee stock purchase plan...................................... -- 2 -- 2
------ ------ ------ ------
Average shares outstanding assuming full dilution.................. 1,177 1,188 1,188 1,189
====== ====== ====== ======
Earnings per share:
Basic............................................................. $0.79 $0.90 $2.60 $2.46
Diluted........................................................... $0.79 $0.89 $2.58 $2.42
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
-34-
<PAGE>
Note 3--New Accounting Pronouncements
- -------------------------------------
In October 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 134, "Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise," which became effective January 1, 1999. The Statement requires the
Corporation to classify as trading assets any retained mortgage-backed
securities that it commits to sell before or during the securitization process.
This Statement did not have a material effect on the Corporation's consolidated
financial position and results of operations.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes new accounting
and reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those derivatives at fair value.
The accounting for the gains or losses resulting from changes in the value of
those derivatives will depend on the intended use of the derivative and whether
it qualifies for hedge accounting. This Statement will significantly change the
accounting treatment for interest rate and foreign exchange derivatives the
Corporation uses in its asset and liability management activities. The
transition adjustments resulting from adopting this Statement will be reported
in net income or accumulated other adjustments to stockholders' equity, as
appropriate, as the effect of a change in accounting principle and presented in
a manner similar to the cumulative effect of a change in accounting principle.
The Corporation was originally required to adopt this Statement on January 1,
2000. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133." SFAS No. 137 is an amendment of SFAS No. 133 that delays
the effective date of this Statement to fiscal years beginning after June 15,
2000 (calendar year 2001 for the Corporation). The Corporation and a large
number of other constituents had requested such a delay primarily given a number
of key interpretative issues that have not been resolved, as well as Y2K system
considerations. The Corporation is in the process of evaluating the impact of,
and developing implementation strategies to adopt, this new Statement.
Note 4--BANC ONE/FCN Merger
- ---------------------------
On October 2, 1998, BANC ONE and FCN were each merged into the Corporation, at
that time a wholly owned subsidiary of BANC ONE formed in 1998 to effect the
Merger. Each share of BANC ONE common stock was converted into one share of the
Corporation's common stock. Each share of FCN common stock was converted into
the right to receive 1.62 shares of the Corporation's common stock. In
aggregate, 291 million shares of FCN were converted into 471 million shares of
the Corporation's common stock. Each share of preferred stock of FCN
outstanding immediately prior to the Merger was converted into one share of a
series of corresponding preferred stock of the Corporation with substantially
the same terms. The transaction was accounted for as a pooling of interests.
To conform with consistent methods of accounting, reclassifications of certain
revenue and expense items were made. In addition, the accounting treatment for
the postretirement transition obligation identified with the implementation of
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," has been conformed. The December 31, 1994, balance of retained
earnings was decreased by $70 million to reflect a consistent up-front
recognition of the postretirement transition obligation. Noninterest expense
was reduced by $6 million, and net income was increased by $4 million for each
year affected.
Note 5--Acquisitions
- --------------------
On September 30, 1998, the Corporation purchased the credit card operation of
Chevy Chase Bank, FSB. The portfolio included $4.8 billion in managed credit
card loans and 2.8 million Visa(R) and Master Card(R) credit card accounts. At
the purchase date, a credit card account premium of $291 million was recognized
on the balance sheet and is being amortized over seven years using the straight-
line method.
On June 12, 1998, the Corporation completed its acquisition of First Commerce
Corporation ("First Commerce") located in New Orleans, Louisiana, resulting in
the issuance of approximately 56 million shares of the Corporation's common
stock valued at $3.5 billion for all the outstanding shares of First Commerce
common stock, in a tax-free exchange. First Commerce was a multi-bank holding
company with total assets of approximately $9.3 billion and stockholders' equity
of approximately $805 million at June 12, 1998. The acquisition was accounted
for as a pooling of interests.
-35-
<PAGE>
Note 6--Merger-Related and Restructuring Charges
- ------------------------------------------------
a) BANC ONE/FCN Merger
The Corporation has incurred net restructuring charges and merger-related
costs of approximately $1.25 billion ($837 million after-tax) as of September
30, 1999, in connection with the Merger. Actions incorporated in the business
combination and restructuring plan are targeted for implementation over a 12-18
month period following the Merger. Merger-related costs totaled $515 million
($347 million after-tax), or 29 cents per share, for the first nine months of
1999. Gains on the required Indiana banking center divestitures totaled
approximately $249 million in the first quarter of 1999. Merger-related and
restructuring costs recorded in the fourth quarter of 1998 totaled $984 million,
consisting of a restructuring charge of $636 million and merger-related costs of
$348 million.
Year-to-date 1999 merger-related costs of $515 million included $358 million
related to the accounting consequences of changes in business practices. Of
this total, $226 million resulted from the fourth-quarter 1998 modification, in
light of the Merger, of a contractual relationship to purchase credit card
accounts. Previously capitalized costs under this account-sourcing agreement
continue to be amortized over a one-year period. On a going forward basis, such
costs are being expensed as incurred. Merger-related costs also included $199
million of business and systems integration costs. These charges are partially
offset by the reversal in the third quarter of $42 million in initially
established severance accruals. The reserve release was based on higher-than-
anticipated staff attrition in certain business units.
Personnel-related items consisted primarily of severance and benefits costs
for separated employees, and costs associated with the "change in control"
provisions included in certain of the Corporation's stock plans. Trends in total
headcount for the Corporation will reflect growth in support of line-of-business
strategies and reductions based on eliminated positions resulting from the
Merger. The net reduction in full time positions is expected to represent about
4-5% of September 30, 1998, headcount. Facilities and equipment costs include
the net cost associated with the closing and divestiture of identified banking
facilities, and the consolidation of headquarters and operational facilities.
Other merger-related transaction costs include investment banking fees,
registration and listing fees, and various accounting, legal and other related
transaction costs.
The following table provides details on restructuring charges recorded in
connection with the Merger.
<TABLE>
<CAPTION>
Reserve 1999 1999 Reserve
Restructuring Initial Balance Amount Amount Balance
(In millions) Charges Reserve 12/31/98 Utilized Released 9/30/99
--------------- ------------ --------- ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Personnel-related................. $421 $421 $307 $140 42 $125
Facilities and equipment.......... 135 135 -- -- -- --
Other transaction costs........... 80 -- -- -- -- --
---- ---- ---- ---- -- ----
Total......................... $636 $556 $307 $140 42 $125
==== ==== ==== ==== == ====
</TABLE>
b) First Commerce Acquisition
In connection with the First Commerce acquisition, the Corporation identified
restructuring and merger integration charges of $182 million ($127 million
after-tax), of which $127 million was recorded as a restructuring charge, $44
million represented integration costs and $11 million was associated with Year
2000 compliance. The restructuring charge of $127 million associated with the
First Commerce acquisition consisted of employee benefits and severance costs
and other related costs. This reserve has been fully utilized at September 30,
1999.
-36-
<PAGE>
Note 7--Operating Segments
- --------------------------
The operating segments information presented in this report is consistent with
the content of operating segments data provided to the Corporation's executive
management. The Corporation's executive management currently does not use
product group revenues to assess consolidated results. Aside from investment
management and insurance products, product offerings are tailored to specific
customer segments. As a result, the aggregation of product revenues and related
profit measures across lines of business is not available.
Aside from the United States, no single country or geographic region generates
a significant portion of the Corporation's revenues or assets. In addition,
there are no single customer concentrations of revenue or profitability that
require disclosure.
See the "Business Segments" section beginning on page 2 for additional
disclosure regarding the Corporation's operating segments.
Note 8--Fair Value of Financial Instruments
- -------------------------------------------
The carrying values and estimated fair values of financial instruments as of
September 30, 1999, have not materially changed on a relative basis from the
carrying values and estimated fair values of financial instruments disclosed as
of December 31, 1998.
Note 9--Impaired Loans
- ----------------------
A loan is considered impaired when it is probable that all principal and
interest amounts due will not be collected in accordance with its contractual
terms. The following tables summarize impaired loan information.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
September 30
(In millions) 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Impaired loans with related allowance................. $1,027 $ 491
Impaired loans with no related allowance (1).......... -- 163
------ -----
Total impaired loans................................. $1,027 $ 654
====== =====
Allowance on impaired loans........................... $ 220 $ 104
====== =====
- --------------------------------------------------------------------------------
</TABLE>
(1) Impaired loans for which the discounted cash flows, collateral value or
market price equals or exceeds the carrying value of the loan do not
require an allowance.
<TABLE>
<CAPTION>
Nine Months Ended September 30
(In millions) 1999 1998
- -------------------------------------------------------------------------------
<S> <C> <C>
Average impaired loans......................... $ 952 $ 618
Interest income recognized on impaired loans... 20 19
- -------------------------------------------------------------------------------
</TABLE>
Note 10--Derivative Financial Instruments
- -----------------------------------------
Derivative financial instruments used in trading activities are valued at
estimated fair value. Such instruments include swaps, forwards, spot, futures,
options, caps, floors and forward rate agreements and other conditional or
exchange contracts in the interest rate, foreign exchange, equity and commodity
markets. The estimated fair values are based on quoted market prices or pricing
and valuation models on a present value basis using current market information.
Realized and unrealized gains and losses are included in noninterest income as
trading profits. Where appropriate, compensation for credit risk and ongoing
servicing is deferred and recorded as income over the terms of the derivative
financial instruments.
Derivative financial instruments used in ALM activities, principally interest
rate swaps, are typically classified as synthetic alterations or anticipatory
hedges and are required to meet specific criteria. Such interest rate swaps are
designated as ALM derivatives, and are linked to and adjust the interest rate
sensitivity of a specific asset, liability, firm commitment, or anticipated
transaction or a specific pool of transactions with similar risk
characteristics. Interest rate swaps that do not meet these and the following
criteria are designated as derivatives used in trading activities and are
accounted for at estimated fair value.
-37-
<PAGE>
Synthetic Alteration - (1) the asset or liability to be converted creates
exposure to interest rate risk; (2) the swap is effective as a synthetic
alteration of the balance sheet item; (3) the start date of the swap does not
extend beyond that point in time at which it is believed that modeling systems
produce reliable interest rate sensitivity information; and (4) the related
balance sheet item, from trade date to final maturity, has sufficient balances
for alteration.
Anticipatory Hedge - (1) the transaction to be hedged creates exposure to
interest rate risk; (2) the swap acts to reduce inherent rate risk by moving
closer to being insensitive to interest rate changes; (3) the swap is effective
as a hedge of the transaction; (4) the significant characteristics and expected
terms of the anticipated transaction are identified; and (5) it is probable that
the anticipated transaction will occur.
Income or expense on most ALM derivatives used to manage interest rate
exposure is recorded on an accrual basis, as an adjustment to the yield of the
linked exposures over the periods covered by the contracts. This matches the
income recognition treatment of that exposure, generally assets or liabilities,
carried at historical cost, that are recorded on an accrual basis. If an
interest rate swap is terminated early or dedesignated as an ALM derivative, any
unrecognized gain or loss at that point in time is deferred and amortized as an
adjustment of the yield on the linked interest rate exposure position over the
remaining periods originally covered by the swap. If all or part of a linked
position is terminated, e.g., a linked asset is sold or prepaid, or if the
amount of an anticipated transaction is likely to be less than originally
expected, the related pro rata portion of any unrecognized gain or loss on the
swap is recognized in earnings at that time, and the related pro rata portion of
the swap is subsequently accounted for at estimated fair value.
Purchased option, cap and floor contracts are reported in derivative product
assets, and written option, cap and floor contracts are reported in derivative
product liabilities. For other derivative financial instruments, an unrealized
gain is reported in derivative product assets, and an unrealized loss is
reported in derivative product liabilities. However, fair value amounts
recognized for derivative financial instruments executed with the same
counterparty under a legally enforceable master netting arrangement are reported
on a net basis. Cash flows from derivative financial instruments are reported
net as operating activities.
Note 11--Ratio of Earnings to Fixed Charges
- -------------------------------------------
The ratio of earnings to fixed charges for the nine months ended September 30,
1999, excluding interest on deposits, was 2.7x and, including interest on
deposits, was 1.7x. The ratio has been computed on the basis of the total
enterprise (as defined by the Securities and Exchange Commission) by dividing
income before fixed charges and income taxes by fixed charges. Fixed charges
consist of interest expense on all long- and short-term borrowings, excluding or
including interest on deposits.
Note 12--Contingent Liabilities
- -------------------------------
The Corporation and certain of its subsidiaries are defendants in various
lawsuits, including certain class actions, arising out of the normal course of
business, and the Corporation has received certain tax deficiency assessments.
Since the Corporation and certain of its subsidiaries, which are regulated by
one or more federal and state regulatory authorities, also are the subject of
numerous examinations and reviews by such authorities, the Corporation is and,
from time to time, normally will be engaged in various disagreements with
regulators, related primarily to banking matters. In the opinion of management
and the Corporation's general counsel, the ultimate resolution of the matters
referred to in this note will not have a material effect on the consolidated
financial statements.
-38-
<PAGE>
Selected Statistical Information
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Investment Securities - Available-for-Sale
Gross Unrealized Gross Unrealized Fair Value
September 30, 1999 (In millions) Amortized Cost Gains Losses (Book Value)
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury............................ $ 2,236 $ -- $ 66 $ 2,170
U.S. government agencies................. 12,867 7 297 12,577
States and political subdivisions........ 1,724 31 25 1,730
Retained interest in securitized credit
card receivables........................ 17,502 234 383 17,353
Other debt securities.................... 11,004 9 167 10,846
Equity securities (1)(2)................. 3,094 266 65 3,295
------- ---- ----- -------
Total............. $48,427 $547 $1,003 $47,971
======= ==== ===== =======
</TABLE>
_________
(1) The fair values of certain securities for which market quotations were not
available were estimated. In addition, the fair values of certain
securities reflect liquidity and other market-related factors.
(2) Includes investments accounted for at fair value, in keeping with
specialized industry practice.
Securitization of Credit Card Receivables
The Corporation continues to service credit card accounts even after
receivables are securitized. Net interest income and certain fee revenue on the
securitized portfolio are not recognized; however, these are offset by servicing
fees as well as by lower provisions for credit losses. For analytical purposes
only, the following table shows income statement line items adjusted for the net
impact of securitization of credit card receivables.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Three Months Ended September 30, 1999 Three Months Ended September 30, 1998
----------------------------------------------- -----------------------------------------------
Credit Card Credit Card
(Dollars in millions) Reported Securitizations Managed Reported Securitizations Managed
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income--
tax-equivalent basis.......... $ 2,271 $ 1,353 $ 3,624 $ 2,402 $ 1,083 $ 3,485
Provision for credit losses.... 277 838 1,115 345 598 943
Noninterest income............. 2,098 (515) 1,583 1,999 (484) 1,515
Noninterest expense............ 2,713 -- 2,713 2,539 1 2,540
Net income..................... 925 -- 925 1,054 -- 1,054
Total average loans............ $157,967 $62,248 $220,215 $154,466 $43,512 $197,978
Total average earning assets... 223,205 47,074 270,279 206,736 38,686 245,422
Total average assets........... 254,643 47,074 301,717 236,573 38,686 275,259
Net interest margin............ 4.04% 11.40% 5.32% 4.61% 11.11% 5.63%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 1999 Nine Months Ended September 30, 1998
----------------------------------------------- ------------------------------------------------
Credit Card Credit Card
(Dollars in millions) Reported Securitizations Managed Reported Securitizations Managed
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income--
tax-equivalent basis.......... $ 6,921 $ 4,039 $ 10,960 $ 7,101 $ 3,045 $ 10,146
Provision for credit losses.... 833 2,385 3,218 1,136 1,827 2,963
Noninterest income............. 6,910 (1,654) 5,256 6,003 (1,217) 4,786
Noninterest expense............ 8,460 -- 8,460 7,689 1 7,690
Net income..................... 3,068 -- 3,068 2,882 -- 2,882
Total average loans............ $155,595 $60,936 $216,531 $156,909 $40,381 $197,290
Total average earning assets... 220,559 45,487 266,046 208,202 37,456 245,658
Total average assets........... 253,616 45,488 299,104 238,535 37,457 275,992
Net interest margin............ 4.20% 11.87% 5.51% 4.56% 10.87% 5.52%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-39-
<PAGE>
<TABLE>
<CAPTION>
Average Balances/Net Interest Margin/Rates
- -----------------------------------------------------------------------------------------------------------------
Three Months Ended September 30, 1999 June 30, 1999
- -----------------------------------------------------------------------------------------------------------------
(Income and rates on tax-equivalent basis) Average Average Average Average
(Dollars in millions) Balance Interest Rate Balance Interest Rate
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Short-term investments.............................. $ 13,164 $ 159 4.79% $ 12,602 $ 142 4.52%
Trading assets...................................... 6,185 110 7.06 6,046 98 6.50
Investment securities
U.S. government and federal agencies............. 15,111 240 6.30 15,395 259 6.75
States and political subdivisions................ 1,765 32 7.19 1,909 34 7.14
Other............................................ 29,013 508 6.95 29,057 500 6.90
-------- ------ ----- -------- ------ -----
Total investment securities.................... 45,889 780 6.74 46,361 793 6.86
Loans (1)
Commercial....................................... 91,186 1,726 7.51 88,911 1,649 7.44
Consumer......................................... 59,876 1,285 8.51 58,065 1,240 8.57
Credit card...................................... 6,905 276 15.86 8,520 344 16.19
-------- ------ ----- -------- ------ -----
Total loans.................................... 157,967 3,287 8.26 155,496 3,233 8.34
-------- ------ ----- -------- ------ -----
Total earning assets (2)....................... 223,205 4,336 7.71 220,505 4,266 7.76
Allowance for credit losses......................... (2,283) (2,260)
Other assets........................................ 33,721 35,021
-------- --------
Total assets................................... $254,643 $253,266
======== ========
- -----------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Deposits--interest-bearing
Savings.......................................... $ 19,705 $ 74 1.49% $ 20,843 $ 83 1.60%
Money market..................................... 46,526 367 3.13 42,903 343 3.21
Time............................................. 34,842 425 4.84 34,097 428 5.03
Foreign offices (3).............................. 25,350 296 4.63 22,548 245 4.36
-------- ------ ----- -------- ------ -----
Total deposits--interest-bearing............... 126,423 1,162 3.65 120,391 1,099 3.66
Federal funds purchased and securities under
repurchase agreements............................. 17,557 213 4.81 20,354 231 4.55
Other short-term borrowings......................... 17,337 230 5.26 17,655 210 4.77
Long-term debt (4).................................. 31,326 460 5.83 26,417 385 5.85
-------- ------ ----- -------- ------ -----
Total interest-bearing liabilities............. 192,643 2,065 4.25 184,817 1,925 4.18
Demand deposits..................................... 29,189 32,924
Other liabilities................................... 12,479 14,591
Preferred stock..................................... 190 190
Common stockholders' equity......................... 20,142 20,744
-------- --------
Total liabilities and stockholders' equity..... $254,643 $253,266
======== ========
- -----------------------------------------------------------------------------------------------------------------
Interest income/earning assets (2).................. $4,336 7.71% $4,266 7.76%
Interest expense/earning assets..................... 2,065 3.67 1,925 3.50
------ ----- ------ -----
Net interest margin................................. $2,271 4.04% $2,341 4.26%
====== ===== ====== =====
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Nonperforming loans are included in average balances used to determine the
average rate.
(2) Includes tax-equivalent adjustments based on a 35% federal income tax rate.
(3) Includes international banking facilities' deposit balances in domestic
offices and balances of Edge Act and overseas offices.
(4) Includes trust preferred capital securities.
-40-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
March 31, 1999 December 31, 1998 September 30, 1998
- -----------------------------------------------------------------------------------------------------------------------------
Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 14,141 $ 162 4.65% $ 15,871 $ 177 4.42% $ 12,936 $ 178 5.46%
5,655 96 6.88 5,961 85 5.66 6,470 99 6.07
15,365 245 6.47 14,739 243 6.54 16,069 267 6.59
2,023 39 7.82 2,086 43 8.18 2,168 41 7.50
27,454 483 7.13 25,608 568 8.80 14,627 250 6.78
- -------- ------ ----- -------- ------ ----- -------- ------ -----
44,842 767 6.94 42,433 854 7.98 32,864 558 6.74
87,058 1,582 7.37 85,018 1,633 7.62 81,255 1,591 7.77
57,177 1,282 9.09 56,263 1,284 9.05 57,633 1,362 9.38
9,036 336 15.08 7,865 324 16.34 15,578 653 16.63
- -------- ------ ----- -------- ------ ----- -------- ------ -----
153,271 3,200 8.47 149,146 3,241 8.62 154,466 3,606 9.26
- -------- ------ ----- -------- ------ ----- -------- ------ -----
217,909 4,225 7.86 213,411 4,357 8.10 206,736 4,441 8.52
(2,324) (2,700) (2,714)
37,337 32,804 32,551
- -------- -------- --------
$252,922 $243,515 $236,573
======== ======== ========
- -----------------------------------------------------------------------------------------------------------------------------------
$ 19,975 $ 83 1.69% $ 19,260 $ 105 2.16% $ 20,523 $ 117 2.26%
43,377 356 3.33 41,064 362 3.50 38,857 370 3.78
35,786 450 5.10 36,790 496 5.35 37,285 497 5.29
21,357 233 4.42 19,853 238 4.76 18,384 246 5.31
- -------- ------ ----- -------- ------ ----- -------- ------ -----
120,495 1,122 3.78 116,967 1,201 4.07 115,049 1,230 4.24
21,862 246 4.56 23,171 260 4.45 20,792 278 5.30
16,861 198 4.76 13,847 181 5.19 13,652 181 5.26
23,903 350 5.94 22,208 347 6.20 21,771 350 6.38
- -------- ------ ----- -------- ------ ----- -------- ------ -----
183,121 1,916 4.24 176,193 1,989 4.48 171,264 2,039 4.72
33,653 33,280 33,344
15,597 13,784 11,676
190 191 191
20,361 20,067 20,098
- -------- -------- --------
$252,922 $243,515 $236,573
======== ======== ========
- -----------------------------------------------------------------------------------------------------------------------------------
$4,225 7.86% $4,357 8.10% $4,441 8.52%
1,916 3.56 1,989 3.70 2,039 3.91
------ ----- ------ ----- ------ -----
$2,309 4.30% $2,368 4.40% $2,402 4.61%
====== ===== ====== ===== ====== =====
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-41-
<PAGE>
Average Balances/Net Interest Margin/Rates
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 1999 September 30, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
(Income and rates on tax-equivalent basis) Average Average Average Average
(Dollars in millions) Balance Interest Rate Balance Interest Rate
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Short-term investments...................................... $ 13,299 $ 463 4.65% $ 14,215 $ 577 5.43%
Trading assets.............................................. 5,964 304 6.82 6,285 281 5.98
Investment securities:
U.S. government and federal agencies...................... 15,290 744 6.51 17,338 859 6.62
States and political subdivisions......................... 1,898 105 7.40 2,253 133 7.89
Other..................................................... 28,513 1,491 6.99 11,202 533 6.36
-------- ------- ----- -------- ------- -----
Total investment securities............................. 45,701 2,340 6.85 30,793 1,525 6.62
Loans (1)
Commercial................................................ 89,067 4,957 7.44 81,139 4,749 7.83
Consumer.................................................. 58,382 3,808 8.72 57,527 4,076 9.47
Credit card............................................... 8,146 955 15.67 18,243 2,081 15.25
-------- ------- ----- -------- ------- -----
Total loans............................................. 155,595 9,720 8.35 156,909 10,906 9.29
-------- ------- ----- -------- ------- -----
Total earning assets (2)................................ 220,559 12,827 7.78 208,202 13,289 8.53
Allowance for credit losses................................. (2,289) (2,742)
Other assets................................................ 35,346 33,075
-------- --------
Total assets............................................ $253,616 $238,535
======== ========
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Deposits--interest-bearing
Savings................................................... $ 20,173 $ 240 1.59% $ 21,199 $ 365 2.30%
Money market.............................................. 44,280 1,066 3.22 38,458 1,096 3.81
Time...................................................... 34,905 1,303 4.99 38,690 1,570 5.43
Foreign offices (3)....................................... 23,100 774 4.48 18,029 711 5.27
-------- ------- ----- -------- ------- -----
Total deposits--interest-bearing........................ 122,458 3,383 3.69 116,376 3,742 4.30
Federal funds purchased and securities under repurchase
agreements................................................ 19,909 690 4.63 21,184 830 5.24
Other short-term borrowings................................. 17,286 638 4.93 13,771 556 5.40
Long-term debt (4).......................................... 27,243 1,195 5.86 22,049 1,060 6.43
-------- ------- ----- -------- ------- -----
Total interest-bearing liabilities...................... 186,896 5,906 4.22 173,380 6,188 4.77
Demand deposits............................................. 31,905 33,770
Other liabilities........................................... 14,210 11,832
Preferred stock............................................. 190 234
Common stockholders' equity................................. 20,415 19,319
-------- --------
Total liabilities and stockholders' equity.............. $253,616 $238,535
======== ========
- -----------------------------------------------------------------------------------------------------------------------------------
Interest income/earning assets (2).......................... $12,827 7.78% $13,289 8.53%
Interest expense/earning assets............................. 5,906 3.58 6,188 3.97
------- ----- ------- -----
Net interest margin......................................... $ 6,921 4.20% $ 7,101 4.56%
======= ===== ======= =====
</TABLE>
(1) Nonperforming loans are included in average balances used to determine the
average rate.
(2) Includes tax-equivalent adjustments based on a 35% federal income tax rate.
(3) Includes international banking facilities' deposit balances in domestic
offices and balances of Edge Act and overseas offices.
(4) Includes trust preferred capital securities.
-42-
<PAGE>
<TABLE>
<CAPTION>
Five-Quarter Consolidated Income Statement
Three Months Ended September 30 June 30 March 31 December 31 September 30
(In millions, except per-share data) 1999 1999 1999 1998 1998
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest Income
Loans, including fees.......................................... $3,277 $3,223 $3,192 $3,232 $3,595
Bank balances.................................................. 56 42 57 67 78
Federal funds sold and securities under resale agreements...... 103 99 106 110 100
Trading assets................................................. 110 97 96 86 99
Investment securities--taxable................................. 657 681 699 783 510
Investment securities--tax-exempt.............................. 104 94 46 48 30
------ ------ ------ ------ ------
Total........................................................ 4,307 4,236 4,196 4,326 4,412
Interest Expense
Deposits....................................................... 1,162 1,098 1,122 1,201 1,230
Federal funds purchased and securities under repurchase 213 231 246 260 278
agreements....................................................
Other short-term borrowings.................................... 230 211 198 181 181
Long-term debt................................................. 460 385 350 347 350
------ ------ ------ ------ ------
Total........................................................ 2,065 1,925 1,916 1,989 2,039
Net Interest Income............................................ 2,242 2,311 2,280 2,337 2,373
Provision for credit losses.................................... 277 275 281 272 345
------ ------ ------ ------ ------
Net Interest Income After Provision for Credit Losses.......... 1,965 2,036 1,999 2,065 2,028
Noninterest Income
Trading profits................................................ 30 33 67 (2) 18
Equity securities gains (losses)............................... 86 133 96 61 (4)
Investment securities gains.................................... 6 34 52 32 41
------ ------ ------ ------ ------
Market-driven revenue........................................ 122 200 215 91 55
Credit card revenue............................................ 907 920 952 1,078 867
Fiduciary and investment management fees....................... 201 197 179 199 207
Service charges and commissions................................ 671 723 690 680 639
------ ------ ------ ------ ------
Fee-based revenue............................................ 1,779 1,840 1,821 1,957 1,713
Other income................................................... 197 182 554 20 231
------ ------ ------ ------ ------
Total noninterest income..................................... 2,098 2,222 2,590 2,068 1,999
Noninterest Expense
Salaries and employee benefits................................. 970 1,073 1,147 1,167 1,080
Net occupancy and equipment expense............................ 220 219 241 217 217
Depreciation and amortization.................................. 167 169 175 180 167
Outside service fees and processing............................ 458 420 406 410 318
Marketing and development...................................... 341 302 315 340 264
Communication and transportation............................... 205 208 200 214 192
Merger-related and restructuring charges....................... 56 145 164 935 -
Other expense.................................................. 296 270 293 393 301
------ ------ ------ ------ ------
Total noninterest expense..................................... 2,713 2,806 2,941 3,856 2,539
Income Before Income Taxes..................................... 1,350 1,452 1,648 277 1,488
Applicable income taxes........................................ 425 460 497 51 434
------ ------ ------ ------ ------
Net Income..................................................... $ 925 $ 992 $1,151 $ 226 $1,054
====== ====== ====== ====== ======
Net Income Attributable to Common Stockholders' Equity......... $ 922 $ 989 $1,148 $ 223 $1,051
====== ====== ====== ====== ======
Earnings Per Share
Basic........................................................ $0.79 $0.84 $0.97 $0.19 $0.90
Diluted...................................................... $0.79 $0.83 $0.96 $0.19 $0.89
</TABLE>
-43-
<PAGE>
Form 10-Q Cross-Reference Index
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. Financial Statements
- ----------------------------
Page
----
Consolidated Balance Sheet --
September 30, 1999 and 1998, and December 31, 1998 30
Consolidated Income Statement --
Nine Months Ended September 30, 1999 and 1998 31
Consolidated Statement of Stockholders' Equity --
Nine Months Ended September 30, 1999 and 1998 32
Consolidated Statement of Cash Flows --
Nine Months Ended September 30, 1999 and 1998 33
Notes to Consolidated Financial Statements 34-38
Selected Statistical Information 1, 21-26
39-43
ITEM 2. Management's Discussion and Analysis of Financial
- -----------------------------------------------------------
Condition and Results of Operations 2-29
-----------------------------------
PART II - OTHER INFORMATION
---------------------------
ITEM 1. Legal Proceedings 45
- --------------------------
ITEM 2. Changes in Securities 45
- ------------------------------
ITEM 3. Defaults Upon Senior Securities 45
- ----------------------------------------
ITEM 4. Submission of Matters to a Vote of Security Holders 45
- ------------------------------------------------------------
ITEM 5. Other Information 45
- --------------------------
ITEM 6. Exhibits and Reports on Form 8-K 46
- -----------------------------------------
Signatures 47
-44-
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1. Legal Proceedings
- --------------------------
None
ITEM 2. Changes in Securities
- ------------------------------
None
ITEM 3. Defaults Upon Senior Securities
- ----------------------------------------
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
None
ITEM 5. Other Information
- --------------------------
None
-45-
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibit 12 Statement re computation of ratio
Exhibit 27 Financial Data Schedule
(b) The Registrant filed the following Current Reports on Form 8-K during
the quarter ended September 30, 1999.
Date Item Reported
---- -------------
7/20/99 The Registrant's July 20, 1999, press release regarding second
quarter 1999 earnings.
8/25/99 The Registrant's August 24, 1999, press release announcing
a revised earnings outlook for the second half of 1999.
9/23/99 The Registrant's filing of documents in connection with the
sale by Bank One Capital I of $500 million in aggregate
liquidation amount of trust preferred securities.
-46-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements 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.
BANK ONE CORPORATION
--------------------
Date November 15, 1999 John B. McCoy
----------------- ---------------------------
John B. McCoy
Principal Executive Officer
Date November 15, 1999 William J. Roberts
----------------- ---------------------------
William J. Roberts
Principal Accounting Officer
-47-
<PAGE>
BANK ONE CORPORATION
EXHIBIT INDEX
-------------
Exhibit Number Description of Exhibit
- -------------- ----------------------
12 - Statement re computation of ratio
27 - Financial Data Schedule
-48-
<PAGE>
Exhibit 12
COMPUTATION OF RATIO OF INCOME TO FIXED CHARGES
The computation of the ratio of income to fixed charges is set forth in
Note 11 of Notes to Consolidated Financial Statements on page 38 of the Form
10-Q.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 15,325
<INT-BEARING-DEPOSITS> 5,145
<FED-FUNDS-SOLD> 13,257
<TRADING-ASSETS> 6,561
<INVESTMENTS-HELD-FOR-SALE> 47,971
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 158,143
<ALLOWANCE> 2,252
<TOTAL-ASSETS> 264,135
<DEPOSITS> 156,900
<SHORT-TERM> 39,898
<LIABILITIES-OTHER> 12,552
<LONG-TERM> 34,735<F1>
0
190
<COMMON> 12
<OTHER-SE> 19,848<F2>
<TOTAL-LIABILITIES-AND-EQUITY> 264,135
<INTEREST-LOAN> 9,692
<INTEREST-INVEST> 2,281
<INTEREST-OTHER> 766
<INTEREST-TOTAL> 12,739
<INTEREST-DEPOSIT> 3,383
<INTEREST-EXPENSE> 5,906
<INTEREST-INCOME-NET> 6,833
<LOAN-LOSSES> 833
<SECURITIES-GAINS> 92<F3>
<EXPENSE-OTHER> 8,460
<INCOME-PRETAX> 4,450
<INCOME-PRE-EXTRAORDINARY> 3,068
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,068
<EPS-BASIC> 2.60
<EPS-DILUTED> 2.58
<YIELD-ACTUAL> 4.20
<LOANS-NON> 1,027
<LOANS-PAST> 0<F4>
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,271
<CHARGE-OFFS> 1,063
<RECOVERIES> 240
<ALLOWANCE-CLOSE> 2,252
<ALLOWANCE-DOMESTIC> 0<F5>
<ALLOWANCE-FOREIGN> 0<F5>
<ALLOWANCE-UNALLOCATED> 0<F5>
<FN>
<F1> Guaranteed Preferred Beneficial Interest in the Corporation's Junior
Subordinated Debt of $1,578 is included in long-term debt for the period ended
September 30, 1999.
<F2> Treasury stock of $1,605 million for the period ended September 30, 1999 is
included as a reduction of stockholders' equity.
<F3> Investment securities gains do not include the Corporation's equity gains,
which totaled $315 million for the period ended September 30, 1999.
<F4> For purposes of this filing, the Corporation has not disclosed this
information. These items will be disclosed on an annual basis in the
Corporation's Form 10-K.
<F5> The Corporation is not required to present separate data related to foreign
activities. Allocation for potential losses not specifically identified has been
included in the commercial segment.
</FN>
</TABLE>
