<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 June 30, 1999
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 333-60313
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BANK ONE CORPORATION
---------------------------------------------------------
(exact name of registrant as specified in its charter)
DELAWARE 31-0738296
- -------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE FIRST NATIONAL 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)
NO CHANGE
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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 July 31, 1999.
Class Number of Shares Outstanding
- ---------------------------- ----------------------------
Common Stock $0.01 par value 1,172,777,839
<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 7
Risk Management 14
Liquidity Risk Management 14
Market Risk Management 16
Credit Risk Management 19
Derivative Financial Instruments 23
Year 2000 Readiness Disclosure 24
Capital Management 24
Consolidated Financial Statements 27
Notes to Consolidated Financial Statements 31
Selected Statistical Information 36
Form 10-Q Cross-Reference Index 41
</TABLE>
<PAGE>
FIVE-QUARTER SUMMARY OF SELECTED FINANCIAL INFORMATION
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Three Months Ended
June 30 March 31 December 31 September 30 June 30
(Dollars in millions, except per-share amounts) 1999 1999 1998 1998 1998
------- -------- ----------- ------------ -------
<S> <C> <C> <C> <C> <C>
Income and Expense:
Net interest income--tax-equivalent basis........................ $ 2,341 $2,309 $2,368 $2,402 $2,379
Provision for credit losses...................................... 275 281 272 345 400
Noninterest income............................................... 2,222 2,590 2,068 1,999 2,088
Restructuring charges and merger-
related costs.................................................... 179 204 1,049 - 182
Operating expense (1)............................................ 2,627 2,737 2,807 2,539 2,537
Net income....................................................... 992 1,151 226 1,054 895
Per Common Share Data:
Net income, basic................................................ $ 0.84 $ 0.97 $ 0.19 $ 0.90 $ 0.76
Net income, diluted.............................................. 0.83 0.96 0.19 0.89 0.75
Cash dividends declared.......................................... 0.42 0.42 0.38 0.38 0.38
Book value....................................................... 17.73 17.68 17.31 17.37 16.72
Balance Sheet:
Loans:
Managed........................................................ $218,795 $213,814 $216,391 $203,443 $200,726
Reported....................................................... 157,464 154,850 155,398 154,057 160,023
Deposits......................................................... 156,454 153,699 161,542 148,924 154,507
Long-term debt (2)............................................... 27,728 24,988 22,298 22,141 22,248
Total assets..................................................... 256,033 250,402 261,496 238,658 244,178
Common stockholders' equity...................................... 20,860 20,870 20,370 20,428 19,575
Total stockholders' equity....................................... 21,050 21,060 20,560 20,618 19,765
Performance Ratios:
Return on average assets......................................... 1.57% 1.85% 0.37% 1.77% 1.49%
Return on common equity.......................................... 19.1 22.9 4.4 20.7 18.6
Net interest margin:
Managed........................................................ 5.55 5.66 5.67 5.63 5.42
Reported....................................................... 4.26 4.30 4.40 4.61 4.53
Efficiency ratio:
Managed........................................................ 52.3 52.1 75.4 50.8 53.4
Reported....................................................... 61.5 60.0 86.9 57.7 60.9
Equity Ratios:
Regulatory leverage ratio........................................ 8.1 8.0 8.0 8.5 8.0
Risk-based capital:
Tier 1 ratio................................................... 8.1 8.2 7.9 8.6 8.3
Total capital ratio............................................ 11.4 11.7 11.3 12.4 12.3
Common Stock Data:
Average shares outstanding, basic................................ 1,180 1,178 1,175 1,172 1,169
Average shares outstanding, diluted.............................. 1,195 1,193 1,188 1,188 1,189
Stock price, quarter-end......................................... $59.56 $55.06 $51.06 $42.44 $55.81
</TABLE>
- --------
(1) Noninterest expense reduced by restructuring charges and merger-related
costs, including certain integration costs.
(2) Includes trust preferred capital securities.
NOTE: Throughout this report, "the Corporation" and "Bank One" refer to BANK ONE
CORPORATION.
-1-
<PAGE>
Business Segments
Highlights
<TABLE>
<CAPTION>
Managed Average
Net Average Common
Income ($MM) ROE Assets ($B) Equity ($B)
-------------- ----------- ----------- -----------
Three Months Ended June 30 1999 1998 1999 1998 1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Banking................. $ 415 $ 383 21% 20% $150.4 $143.4 $ 7.8 $ 7.6
Credit Card/Consumer Lending....... 355 234 19 14 106.1 94.3 7.5 6.5
Other Consumer..................... 255 191 29 23 39.6 37.0 3.5 3.4
Other Activities/Unallocated....... 87 107 N/A N/A 2.1 2.8 1.9 1.7
------ ----- ---- ---- ------ ------ ----- -----
Total Operating.................. 1,112 915 21 19 298.2 277.5 20.7 19.2
Merger-related and unusual items... (120) (20) - - - - - -
------ ----- ---- ---- ------ ------ ----- -----
Total Bank One.................... $ 992 $ 895 19% 19% $298.2 $277.5 $20.7 $19.2
====== ===== ==== ==== ====== ====== ===== =====
Investment Management
(included above).................. $ 96 $ 52 54% 31% $ 0.7 $ 0.7
====== ===== ==== ==== ===== =====
</TABLE>
N/A--Not applicable.
<TABLE>
<CAPTION>
Managed Average
Net Average Common
Income ($MM) ROE Assets ($B) Equity ($B)
-------------- ----------- ----------- -----------
Six Months Ended June 30 1999 1998 1999 1998 1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Banking................. $ 801 $ 718 21% 19% $150.1 $141.4 $ 7.8 $ 7.6
Credit Card/Consumer Lending....... 712 510 19 16 105.8 95.6 7.4 6.5
Other Consumer..................... 452 379 26 23 39.3 36.7 3.5 3.4
Other Activities/Unallocated....... 193 216 N/A N/A 2.6 2.7 1.9 1.4
------ ------ ---- ---- ------ ------ ----- -----
Total Operating.................. 2,158 1,823 21 19 297.8 276.4 20.6 18.9
Merger-related and unusual items... (15) 5 - - - - - -
------ ------ ---- ---- ------ ------ ----- -----
Total Bank One................... $2,143 $1,828 21% 19% $297.8 $276.4 $20.6 $18.9
====== ====== ==== ==== ====== ====== ===== =====
Investment Management
(included above).................. $ 166 $ 101 47% 30% $ 0.7 $ 0.7
====== ====== ==== ==== ===== =====
</TABLE>
N/A--Not applicable.
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. Therefore,
returns will tend to converge within a relatively limited range. 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 on growth expectations as well. 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.
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.
-2-
<PAGE>
Provisions for credit losses is determined using specific methodologies that
measure expected loss over a certain period of time. Differences between
aggregated provision cost and the Corporation's total are shown in
Corporate/Unallocated.
. Cost Allocation - Costs of support units are fully allocated to the business
lines. Allocation processes continue to be standardized in 1999 for these
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 25 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 principles employed by the Corporation in developing line of business
results are:
. During the second quarter, portions of the Corporation's Retail and Finance
One lines of business were realigned to Consumer Lending, which operates
under the same executive management as the Credit Card business. The
remaining units of Retail and Finance One are classified as Other Consumer.
. Provision expense for the Commercial line of business is recorded using a
standard cost methodology. Prior period results have been restated for this
change.
. 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 7 provides more information about the
reconciliation of reported results to operating results on a managed basis.
. 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" 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.
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
Commercial Banking ----------------------------------- ----------------------------------
(Dollars in millions) 1999 1998 % Chg 1999 1998 % Chg
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income (FTE).......... $ 734 $ 711 3% $1,482 $1,412 5%
Provision for credit losses........ 110 96 15 214 194 10
Noninterest income................. 662 702 (6) 1,312 1,324 (1)
Noninterest expense................ 696 764 (9) 1,453 1,503 (3)
Net income......................... 415 383 8 801 718 12
Return on equity................... 21% 20% 21% 19%
Efficiency ratio................... 50% 54% 52% 55%
(In billions)
Average loans...................... $ 81.3 $ 77.7 5% $ 80.7 $ 75.9 6%
Average assets..................... 150.4 143.4 5 150.1 141.4 6
Average common equity.............. 7.8 7.6 3 7.8 7.6 3
- ----------
FTE--Fully taxable equivalent.
</TABLE>
-3-
<PAGE>
Commercial Banking is the Corporation's largest earnings contributor, serving
business customers ranging in size from middle market to 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. Its earnings include the results of leveraged and
equipment leasing, proprietary investing and venture capital activities.
For the three and six months ended June 30, 1999, net income was $415 million
and $801 million, respectively, representing increases of 8% and 12% compared to
a year earlier. Return on equity was 21% for the current six month period,
driven by continued growth in loans and spread income, and excellent expense
management. The key to the performance, however, remains disciplined expense
management, which is reflected in the ongoing improvement in operating
efficiency.
The $7.8 billion of average common equity attributed to Commercial Banking is
predicated on the assessment of inherent business risks. It represents about 10%
of total average loans, but also covers other relatively low-risk assets.
Consumer Businesses
The Corporation serves a number of different consumer markets with a variety
of products and through multiple delivery channels. For 1998, this business was
managed in three separate segments: Credit Card, Retail Banking and Finance One.
In the second quarter of 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 now
consist of Credit Card (including WingspanBank.com), Consumer Lending and Other
Consumer. For second-half 1999 reporting, Credit Card and Consumer Lending will
be reported on a combined basis, consistent with the evolving management
strategy of those activities.
<TABLE>
<CAPTION>
Credit Card/Consumer Lending Three Months Ended June 30 Six Months Ended June 30
------------------------------------------- -----------------------------------------
(Dollars in millions) 1999 1998 % Chg 1999 1998 % Chg
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total revenue...................... $2,637 $2,152 23% $5,245 $4,330 21%
Provision for credit losses........ 960 888 8 1,885 1,813 4
Noninterest expense................ 1,131 902 25 2,283 1,726 32
Net income......................... 355 234 52 712 510 40
Return on equity................... 19% 14% 19% 16%
Efficiency ratio................... 43% 42% 44% 40%
(In billions)
Average loans...................... $100.2 $ 88.3 13% $100.0 $ 89.7 11%
Average common equity.............. 7.5 6.5 15 7.4 6.5 14
</TABLE>
<TABLE>
<CAPTION>
Credit Card Three Months Ended June 30 Six Months Ended June 30
------------------------------------------- -----------------------------------------
(Dollars in millions) 1999 1998 % Chg 1999 1998 % Chg
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income (FTE).......... $1,782 $1,530 16% $3,602 $3,038 19%
Provision for credit losses........ 910 836 9 1,761 1,705 3
Noninterest income................. 514 298 72 904 612 48
Noninterest expense................ 920 687 34 1,851 1,311 41
Net income......................... 303 197 54 591 409 44
Return on managed receivables...... 1.7% 1.3% 1.7% 1.4%
Return on equity................... 19% 15% 19% 16%
Efficiency ratio................... 40% 38% 41% 36%
Managed net charge-off ratio....... 5.25% 6.11% 5.07% 6.08%
(In billions)
Average loans...................... $ 70.0 $ 58.7 19% $ 69.9 $ 58.9 19%
Average assets..................... 75.1 64.1 17 74.9 64.3 16
Average common equity.............. 6.3 5.3 19 6.3 5.3 19
</TABLE>
-4-
<PAGE>
First USA, one of the world's leading credit card companies, earned $303 million
for the second quarter and $591 million for the first six months of 1999. These
results represented an increase of over 44% from the six month period in 1998.
Return on managed receivables and return on equity both improved as well. Equity
attributed to the Credit Card business is held at 9% of managed receivables, a
ratio that is generally higher than that of most competitors.
Managed credit card receivables averaged $69.9 billion for the first six
months, an $11 billion or 19% increase over the same period in 1998. Total
revenue rose 23% for the six months ended June 30, 1999 versus 1998. Managed
net charge-offs for the six months ended June 30, 1999 were 5.07% compared to
6.08%. Credit quality continued to improve for this business reflecting the
better overall financial position of the consumer sector. Concurrent with this
trend, however, is moderating demand for unsecured consumer debt products and a
continued competitive environment for credit card issuers. This is likely to
result in slower growth in receivables and revenue for the credit card industry
in the near term.
Credit card expenses increased due to the costs associated with servicing the
higher volume of credit card receivables and marketing costs that were
previously capitalized are now expensed as incurred.
<TABLE>
<CAPTION>
Consumer Lending Three Months Ended June 30 Six Months Ended June 30
------------------------------------------- ------------------------------------------
(Dollars in millions) 1999 1998 % Chg 1999 1998 % Chg
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income (FTE).......... $ 255 $ 251 2% $ 548 $ 534 3%
Provision for credit losses........ 50 52 (4) 124 108 15
Noninterest income................. 86 73 18 191 146 31
Noninterest expense................ 211 215 (2) 432 415 4
Net income......................... 52 37 41 121 101 20
Return on equity................... 18% 13% 21% 17%
Efficiency ratio................... 62% 66% 58% 61%
(In billions)
Average loans...................... $30.2 $29.6 2% $30.1 $30.8 (2%)
Average assets..................... 31.0 30.2 3 30.9 31.3 (1)
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, education
finance 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.
Net income was $52 million and $121 million for the three and six months ended
June 30, 1999, respectively. This represents increases of 41% and 20% from the
same periods a year earlier. Compared to the first six months of 1998, return
on equity improved from 17% to 21% and operating efficiency improved from 61% to
58%. Tax refund anticipation loans contributed $23 million and $24 million to
net income of the Consumer Lending business for the first half of 1999 and 1998,
respectively.
<TABLE>
<CAPTION>
Other Consumer Three Months Ended June 30 Six Months Ended June 30
-------------------------------------------- ------------------------------------------
(Dollars in millions) 1999 1998 % Chg 1999 1998 % Chg
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income (FTE).......... $ 798 $ 813 (2)% $1,587 $1,621 (2)%
Provision for credit losses........ 26 64 (59) 77 126 (39)
Noninterest income................. 376 388 (3) 717 782 (8)
Noninterest expense................ 756 840 (10) 1,542 1,689 (9)
Net income......................... 255 191 34 452 379 19
Return on equity................... 29% 23% 26% 23%
Efficiency ratio................... 64% 70% 67% 70%
(In billions)
Average loans...................... $34.0 $31.7 7% $ 33.6 $ 31.3 7%
Average assets..................... 39.6 37.0 7 39.3 36.7 7
Average deposits................... 88.6 93.3 (5) 89.4 93.1 (4)
Average common equity.............. 3.5 3.4 3 3.5 3.4 3
</TABLE>
-5-
<PAGE>
Other Consumer includes an extensive banking center network, ATM's, online
banking and other distribution channels, as well as small business, indirect
auto financing, and other forms of secured financing. For the first six months
of 1999, this business unit produced net income of $452 million, up 19% from the
same period in 1998. Drivers of performance were improved efficiency and credit
quality.
Return on equity for the first half of 1999 was 26%. Average deposit levels
were $89 billion and loan volumes increased to nearly $34 billion.
Since the first quarter of 1998, the Corporation has sold 214 banking
centers with approximately $5.7 billion in deposits. A significant portion of
these sales related to the completion of the First Commerce acquisition and the
BANC ONE/First Chicago NBD merger.
<TABLE>
<CAPTION>
Investment Management Three Months Ended June 30 Six Months Ended June 30
------------------------------------ --------------------------------------
(Dollars in millions) 1999 1998 % Chg 1999 1998 % Chg
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total revenue...................... $ 380 $ 297 28% $ 749 $ 574 30%
Noninterest expense................ 233 215 8 498 416 20
Net income......................... 96 52 85 166 101 64
Return on equity................... 54% 31% 47% 30%
Efficiency ratio................... 61% 73% 66% 72%
(In billions)
Assets under management............ $124.6 $102.4 22% $124.7 $98.3 27%
Average common equity.............. 0.7 0.7 - 0.7 0.7 -
(In millions)
Net income attribution:
Commercial......................... $ 52 $ 38 $ 93 $ 75
Credit Card........................ 27 2 43 2
Other Consumer..................... 17 12 30 24
</TABLE>
Investment Management continues to be a high-growth, high-return business
for the Corporation, serving consumer and commercial customers. Its assets
under management grew substantially to $125 billion at June 30,1999. Net income
increased 64% to $166 million for the six months ended June 30, 1999. The
majority of this growth was generated from insurance products sold to credit
card customers.
<TABLE>
<CAPTION>
Other Activities Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
(In millions) 1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total revenue...................... $ 51 $ 75 $ 140 $ 109
Noninterest expense................ 34 28 62 43
Net income......................... 11 30 55 42
(In billions)
Average assets..................... 2.1 2.8 2.6 2.7
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.
-6-
<PAGE>
<TABLE>
<CAPTION>
Corporate/Unallocated Three Months Ended June 30 Six Months Ended June 30
----------------------------------- -------------------------------
(In millions) 1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total revenue...................... $ 105 $ 94 $ 165 $ 163
Provision for credit losses........ (20) (25) (73) (113)
Noninterest expense................ 9 2 24 6
Net income......................... 76 77 138 174
(In billions)
Average common equity.............. 1.7 1.5 1.7 1.2
</TABLE>
Various special gains and charges, as well as approximately $1.7 billion of
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.
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 $992 million, or 83 cents per share,
for the second quarter of 1999, up 11% from net income of $895 million, or 75
cents per share, for the second quarter of 1998. The second quarter 1999 results
included ongoing merger-related and restructuring costs totaling $179 million
pretax, or 10 cents per share.
On a year-to-date basis, the Corporation reported net income of $2.143 billion
or $1.79 per share, up 17% from $1.828 billion or $1.53 per share for the year-
earlier period. Ongoing merger-related and restructuring costs totaled $383
million, or 22 cents per share, for the first six months of 1999. The 1999 six-
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.
-7-
<PAGE>
The following table summarizes key financial lines and ratios on a reported
basis for the periods presented.
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 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.......... $2,341 $2,379 (2)% $4,650 $4,699 (1)%
Provision for cresit losses........................ 275 400 (31) 556 791 (30)
Noninterest income................................. 2,222 2,088 6 4,812 4,004 20
Noninterest expense................................ 2,806 2,719 3 5,747 5,150 12
Net income......................................... 992 895 11 2,143 1,828 17
Earnings per share
Basic............................................ 0.84 0.76 11 1.81 1.56 16
Diluted.......................................... 0.83 0.75 11 1.79 1.53 17
Return on assets................................... 1.57% 1.49% 1.71% 1.54%
Return on common equity............................ 19.1 18.6 21.0 19.4
Net interest margin................................ 4.26 4.53 4.28 4.54
Efficiency ratio................................... 61.5 60.9 60.7 59.2
</TABLE>
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 $179 million (pretax) in the second quarter of 1999, and $383
million (pretax) for the first six months of 1999;
. 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;
. To exclude gains generated in 1998 from the sale of banking centers
associated with the Retail Delivery Initiative totaling $155 million
(pretax) for the second quarter and $190 million (pretax) for the first
six months of 1998; and
. 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.
The following table reconciles reported results with operating results for the
periods presented.
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 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.......................... $ 992 $0.83 $ 895 $ 0.75 $2,143 $ 1.79 $1,828 $ 1.53
Restructuring and merger-
related costs................... 120 0.10 127 0.11 258 0.22 127 0.11
Indiana divestitures.............. -- -- -- -- (168) (0.14) -- --
Concord/EPS gain.................. -- -- -- -- (75) (0.06) -- --
Gains from Retail
Delivery Initiative............. -- -- (107) (0.09) -- -- (132) (0.11)
------ ----- ----- ------ ------ ------ ------ ------
Operating......................... $1,112 $0.93 $ 915 $ 0.77 $2,158 $ 1.81 $1,823 $ 1.53
====== ===== ===== ====== ====== ====== ====== ======
</TABLE>
A more detailed discussion of restructuring and merger-related costs and other
charges begins on page 13.
-8-
<PAGE>
Summary of Operating Results on a Managed Basis
Operating earnings for the 1999 second quarter were $1.112 billion, or 93
cents per share, up 22% from a year ago. For the six-month period, 1999
operating earnings of $2.158 billion, or $1.81 per share, increased 18% over
1998 levels. The following table summarizes the key financial elements.
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 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.... $3,675 $3,341 10% $7,336 $6,661 10%
Provision for credit losses.................. 1,075 1,023 5 2,103 2,020 4
Noninterest income........................... 1,688 1,594 6 3,313 3,081 8
Noninterest expense.......................... 2,627 2,537 4 5,364 4,968 8
Net income................................... 1,112 915 22 2,158 1,823 18
Earnings per share
Basic....................................... 0.94 0.78 21 1.82 1.56 17
Diluted..................................... 0.93 0.77 21 1.81 1.53 18
Return on assets............................. 1.50% 1.32% 1.46% 1.33%
Return on common equity...................... 21.4 19.0 21.1 19.3
Net interest margin.......................... 5.55 5.42 5.61 5.47
Efficiency ratio............................. 49.0 51.4 50.4 51.0
</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 June 30 Six Months Ended June 30
------------------------------- ------------------------------------
(Dollars in millions) 1999 1998 Change 1999 1998 Change
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Managed
Net interest income--tax-equivalent basis... $ 3,675 $ 3,341 10% $ 7,336 $ 6,661 10%
Average earning assets...................... 265,488 247,152 7 263,895 245,776 7
Net interest margin......................... 5.55% 5.42% 5.61% 5.47%
Reported
Net interest income--tax-equivalent basis... $ 2,341 $ 2,379 (2) $ 4,650 $ 4,699 (1)
Average earning assets...................... 220,505 210,628 5 219,214 208,947 5
Net interest margin......................... 4.26% 4.53% 4.28% 4.54%
</TABLE>
Managed net interest income was up 10% from the second quarter and first
six months of 1998. Managed net interest margin was 5.55%, up 13 basis points
from 5.42% a year ago. The year-to-date increase was 14 basis points. The
increases reflect a higher-yielding mix of earning assets and lower relative
funding costs.
. Average managed credit card loans were $68.9 billion in the 1999 second
quarter and $69.0 billion for the six-month period, both up 18% from the
respective year-earlier period. This growth in higher-margin earning
assets was the primary reason for the improvement in net interest margin
from the year-earlier period. In the near term, slower growth in credit
card receivables and revenues is anticipated industry-wide as a result
of reduced demand and pricing competition.
. 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 some portfolio sales.
Excluding loan-sales and securitizations, average other consumer loans
grew 6%.
-9-
<PAGE>
. Average commercial loan volume increased 8% for the second quarter and
9% for the first six 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.
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 rate increase will also be a factor. The
recently announced stock repurchase program will also contribute to the
narrowing of the net interest margin.
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
$155 million for the second quarter and $190 million for the first six months.
On an operating basis, managed noninterest income increased 6% from the
second quarter of 1998, and 8%, compared with the first six months of 1998.
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
(Dollars in millions) 1999 1998 Change 1999 1998 Change
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trading profits.............................. $ 33 $ 65 (49)% $ 100 $ 125 (20)%
Equity securities gains...................... 133 121 10 229 193 19
Investment securities gains.................. 34 49 (30) 86 82 5
------ ------ ---- ------ ------ ----
Market-driven revenue................... 200 235 (15) 415 400 4
Credit card revenue (1)...................... 386 291 33 733 598 23
Fiduciary and investment management fees..... 197 203 (3) 376 401 (6)
Service charges on deposits.................. 323 321 1 630 625 1
Other service charges and commissions........ 400 345 16 783 701 12
------ ------ ---- ------ ------ ----
Managed fee-based revenue............... 1,306 1,160 13 2,522 2,325 8
Other........................................ 182 199 (9) 376 356 6
------ ------ ---- ------ ------ ----
Managed noninterest income--
operating basis...................... 1,688 1,594 6 3,313 3,081 8
Gain--Indiana divestiture.................... -- -- N/M 249 -- N/M
Gain--Concord/EPS............................ -- -- N/M 111 -- N/M
Gains--Retail Delivery Initiative............ -- 155 N/M -- 190 N/M
------ ------ ---- ------ ------ ----
Managed noninterest income--
reported basis....................... $1,688 $1,749 (3)% $3,673 $3,271 12%
====== ====== ==== ====== ====== ====
</TABLE>
- -------------
(1) Net credit card servicing revenue totaled $534 million for the second
quarter of 1999, $339 million for the second quarter of 1998, $1.139
billion for the first six months of 1999 and $733 million for the first six
months of 1998.
N/M--Not meaningful.
Market-Driven Revenue
- ---------------------
Market-driven revenue generated gains of $200 million for the second
quarter of 1999, compared with $235 million for the year-earlier quarter. On a
year-to-date basis, market-driven revenue increased to $415 million from $400
million for 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.
-10-
<PAGE>
Trading profits decreased compared with both the second quarter and first
six months of 1998. Derivative and foreign-exchange trading activities
contributed evenly to trading profits in 1999. Second-quarter 1998 trading
results were exceptionally strong, particularly from derivative activities.
Equity securities gains increased 10%, and 19%, compared with the second
quarter and six-month periods of 1998, respectively. Second-quarter 1999 results
included a $42 million gain from the Corporation's liquidation of its Concord
EFS, Inc. securities. For the second quarter of 1998, the sale of a single
venture capital investment in the electrical supply industry generated a $65
million gain.
Active management of the Corporation's investment debt securities portfolio
generated gains of $34 million for the second quarter of 1999, compared with
similar gains in the year-ago quarter.
Managed Fee-Based Revenue
- -------------------------
Managed fee-based revenue increased 13% for the second quarter of 1999,
compared with the year-ago quarter. On a year-to-date basis, the increase was
8%. Adjusted for the impact of the reclassification of shareholder services
revenue described below, fee-based revenue increased 15% in the second quarter
of 1999 and 10% for the first six months.
Credit card fees increased to $386 million for the second quarter of 1999,
from $291 million for the second 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 $50 million in
the second quarter of 1999 and $11 million for the second quarter of 1998. On a
year-to-date basis, net securitization gains totaled $74 million in 1999 and $33
million in 1998. Transaction volume increased 20% for the second quarter and 19%
for the first six months of 1999, compared with 1998 volumes.
Fiduciary and investment management fees for 1999 decreased 3% and 6%,
compared with the second quarter and first six months of 1998, respectively. The
Corporation combined its shareholder services business with that of Boston
EquiServe Limited Partnership in December 1998 and began recording its
proportionate share of the partnership's net earnings in other noninterest
income categories at that time. This reclassification was the primary reason for
the decline in fiduciary and investment management fees. Adjusted for this
reclassification, fiduciary and investment management fees were up 11% for the
second quarter and 8% on a year-to-date basis.
Service charges on deposit accounts for the second quarter and first six
months of 1999 were essentially flat with the year-earlier periods. Improved
revenue from cash management products was essentially offset by declines in
other deposit product fees.
Other service charges and commissions rose 16% in the second quarter and
12% year-to-date compared with the prior-year periods. Strong residential
mortgage refinancing activity and retail product fees, including investment
management and insurance commissions, contributed to this year-over-year
improvement.
Other Noninterest Income
- ------------------------
On an operating basis, other noninterest income decreased $17 million,
compared with the second quarter of 1998, and increased $20 million, compared
with the first six months of 1998. Second-quarter 1999 other noninterest income
included a $20 million charge associated with the Corporation's auto leasing
portfolio. Second-quarter 1998 results included a $27 million gain on the sale
of commercial leasing assets. Increased gains on the sale of loans and mortgage
servicing rights contributed to much of the underlying growth in other
noninterest income over year-ago levels.
-11-
<PAGE>
Noninterest Expense
On an operating basis, noninterest expense for the second quarter of 1999
increased 4% over the second-quarter 1998 levels. Growth and continued
investment in the credit card business generated most of the increase. Excluding
expenses of the credit card business, operating expense decreased 8% compared
with the second quarter of 1998, and 4% percent compared with the first six
months of 1998.
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
(Dollars in millions) 1999 1998 Change 1999 1998 Change
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits
Salaries.................................. $ 921 $ 945 (3)% $1,883 $1,854 2%
Employee benefits......................... 152 178 (15) 337 376 (10)
------ ------ --- ------ ------ ---
Total salaries and employee benefits.. 1,073 1,123 (4) 2,220 2,230 N/M
Net occupancy and equipment expense.......... 219 209 5 446 411 9
Depreciation and amortization................ 169 167 1 344 333 3
Outside service fees and processing.......... 420 348 21 826 621 33
Marketing and development.................... 302 221 37 617 420 47
Communication and transportation............. 208 190 9 408 375 9
Other ....................................... 270 334 (19) 577 633 (9)
Less: Merger-related integration
included above........................ (34) (55) 38 (74) (55) (35)
------ ------ --- ------ ------ ---
Noninterest expense--operating basis......... 2,627 2,537 4 5,364 4,968 8
Merger-related and restructuring costs....... 179 182 (2) 383 182 N/M
------ ------ --- ------ ------ ---
Noninterest expense--reported basis.......... $2,806 $2,719 3% $5,747 $5,150 12%
====== ====== === ====== ====== ===
</TABLE>
________
N/M = Not meaningful.
Salaries and benefits costs decreased 4% to $1.073 billion in the second
quarter of 1999, from $1.123 billion a year ago. For the first six months of
1999, such costs were slightly below the year-ago levels. The variances in
salaries reflect the increase in staff to support growth in certain business
units, offset by the reduction in staff due to merger synergies. The decline in
the cost of employee benefits primarily reflected adjustments required in
conforming and combining certain benefit programs, as well as reduced pension
costs.
Occupancy and equipment expense was up $10 million, compared with the
second quarter of 1998, and $35 million, compared with the first six months of
1998. The increases reflected the growth in production facilities and equipment
costs in certain business units.
The significant growth in outside service fees and processing costs
reflected support and processing costs associated with the growth in credit card
transaction volume and account generation. In addition, costs associated with
technology and business reengineering efforts were up from those of a year ago.
Year 2000 readiness costs totaled $32 million in the second quarter of
1999, compared with $34 million in the second quarter of 1998. On a year-to-date
basis, Year 2000 readiness costs totaled $62 million for 1999 and $66 million
for 1998. See "Year 2000 Readiness Disclosure" on page 24.
Marketing and development costs increased $81 million, or 37%, in the
second quarter of 1999 and $197 million, or 47%, for the first six 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.
-12-
<PAGE>
Applicable Income Taxes
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
-------------------------- ------------------------
(Dollars in millions) 1999 1998 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income before income taxes................... $1,452 $1,317 $3,100 $2,700
Applicable income taxes...................... 460 422 957 872
Effective tax rates.......................... 31.7% 32.0% 30.9% 32.3%
</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").
The Corporation estimates that net restructuring charges and merger-related
costs of approximately $1.250 billion ($837 million after-tax) will be incurred
in connection with the BANC ONE/FCN 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 $383 million
($258 million after-tax), or 22 cents per share for the first six 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. An additional $132 million of merger-related costs is expected to
be incurred during the remainder of 1999.
Year-to-date 1999 merger-related costs of $383 million included $283
million related to the accounting consequences of changes in business practices.
Of this total, $192 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 $100
million of business and systems integration costs.
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 in a two-year time frame. 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, primarily in the second half of the year. During the second
quarter of 1999, incremental merger synergy cost savings totaled approximately
$50 million. Coupled with the $50 million of cost synergies achieved in the
first quarter, the cumulative savings should produce $350 million of the
anticipated expense savings for 1999. The targeted revenue enhancements are
ahead of plan and have been included, as achieved, in ongoing results.
-13-
<PAGE>
Merger integration achievements in the first six months of 1999 included:
. Michigan and Indiana merger integration activities were completed as
scheduled. The Indiana banks were successfully merged and their
systems converted. The NBD Michigan banks were renamed Bank One.
. Trust, investment management and broker dealer 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 24.
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 30, presents data on cash
and cash equivalents provided and used in operating, investing and financing
activities.
-14-
<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 June 30, 1999, the Corporation and its principal banks had the
following long- and short-term debt ratings.
Credit Ratings
<TABLE>
<CAPTION>
Senior
June 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
June 30 March 31 December 31 September 30 June 30
(In millions) 1999 1999 1998 1998 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Domestic offices
Demand...................................... $ 33,881 $ 35,110 $ 39,854 $ 34,757 $ 38,551
Savings..................................... 64,511 63,378 62,645 58,813 59,542
Time
Under $100,000............................ 22,470 23,197 24,483 25,464 26,407
$100,000 and over......................... 11,143 11,647 11,819 11,230 11,480
Foreign offices............................... 24,449 20,367 22,741 18,660 18,527
-------- -------- -------- -------- --------
Total deposits......................... 156,454 153,699 161,542 148,924 154,507
Federal funds purchased and securities
under repurchase agreements................. 19,710 20,111 23,164 20,619 19,088
Commercial paper.............................. 2,926 3,595 2,113 1,375 1,848
Other short-term borrowings................... 13,723 13,185 14,824 11,848 13,920
Long-term debt (1)............................ 27,728 24,988 22,298 22,141 22,248
-------- -------- -------- -------- --------
Total other purchased funds............ 64,087 61,879 62,399 55,983 57,104
-------- -------- -------- -------- --------
Total.................................. $220,541 $215,578 $223,941 $204,907 $211,611
======== ======== ======== ======== ========
</TABLE>
______
(1) Includes trust preferred capital securities.
-15-
<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 June 30, 1999.
<TABLE>
<CAPTION>
Value-At-Risk
June 30
(In millions) 1999
--------------
<S> <C>
Risk Type
Interest rate.......................... $ 28
Exchange rate.......................... 1
Equity................................. 1
Commodity.............................. -
Diversification benefit................ (2)
-----
Aggregate portfolio market risk......... $ 28
=====
</TABLE>
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.
-16-
<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 (plus-minus) 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>
June 30, 1999........................... 1.8% (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,
primarily certain investment securities classified as available-for-sale, is
managed principally as trading risk.
-17-
<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 or liabilities, is
adjusted to maintain the desired interest rate risk profile. At June 30, 1999,
the notional value of ALM interest rate swaps totaled $17.0 billion, including
$12.0 billion against specific transactions and $5.0 billion against specific
pools of assets or liabilities.
Asset and Liability Management Derivatives - Notional Principal
<TABLE>
<CAPTION>
Receive Fixed Pay Fixed Basis
Pay Floating Receive Floating Swaps
(In millions) ------------------ ------------------ ---------------- Total
June 30, 1999 Specific Pool Specific Pool Specific Pool Swaps
-------- ------ -------- ------ -------- ---- -------
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Swaps associated with:
Loans..................... $ - $2,095 $ 677 $2,460 $ - $200 $ 5,432
Investment securities..... 239 - 321 - 137 - 697
Deposits.................. 100 25 - - - - 125
Funds borrowed (including
long-term debt).......... 10,068 - 360 100 100 75 10,703
------- ------ ------ ------ ---- ---- -------
Total................. $10,407 $2,120 $1,358 $2,560 $237 $275 $16,957
======= ====== ====== ====== ==== ==== =======
</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 the asset and
liability pools 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 June 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.
Asset and Liability Management Swaps--Maturities and Rates
<TABLE>
<CAPTION>
June 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..................... $1,047 $5,271 $675 $ 725 $1,209 $3,600 $12,527
Weighted average
Receive rate....................... 5.52% 5.68% 6.07% 6.61% 6.07% 6.61% 6.05%
Pay rate........................... 5.18% 5.14% 5.13% 5.14% 5.12% 5.10% 5.13%
Pay fixed/receive floating swaps
Notional amount..................... $1,344 $1,133 $ 93 $ 319 $ 265 $ 764 $ 3,918
Weighted average
Receive rate....................... 5.13% 5.11% 5.39% 5.24% 5.19% 5.08% 5.13%
Pay rate........................... 6.06% 6.23% 6.59% 6.43% 6.43% 6.34% 6.23%
Basis swaps
Notional amount..................... $ 275 $ 50 $ 50 $ - $ - $ 137 $ 512
------ ------ ---- ------ ------ ------ -------
Total notional amount................ $2,666 $6,454 $818 $1,044 $1,474 $4,501 $16,957
====== ====== ==== ====== ====== ====== =======
</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.
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.
-18-
<PAGE>
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 23 for more details.
<TABLE>
<CAPTION>
Selected Statistical Information
June 30 March 31 December 31 September 30 June 30
(Dollars in millions) 1999 1999 1998 1998 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
At period-end
Loans outstanding............................ $157,464 $154,850 $155,398 $154,057 $160,023
Nonperforming loans.......................... 1,032 1,031 729 718 640
Other nonperforming assets, including
other real estate owned..................... 105 117 90 87 70
Nonperforming assets......................... 1,137 1,148 819 805 710
Allowance for credit losses.................. 2,250 2,270 2,271 2,751 2,752
Nonperforming asset ratio.................... 0.72% 0.74% 0.53% 0.52% 0.44%
Allowance for credit losses/loans
outstanding................................ 1.43 1.47 1.46 1.79 1.72
Allowance for credit losses/
nonperforming loans........................ 218 220 312 383 430
For the three months ended
Average loans................................ $155,496 $153,271 $149,146 $154,466 $158,207
Net charge-offs.............................. 275 281 297 345 442
Net charge-offs/average loans................ 0.71% 0.73% 0.80% 0.89% 1.12%
</TABLE>
For analytical purposes, the Corporation's portfolio is divided into
commercial, consumer and credit card segments.
Loan Composition
<TABLE>
<CAPTION>
June 30 March 31 December 31 September 30 June 30
(In millions) 1999 1999 1998 1998 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial
Domestic
Commercial.................................. $ 53,690 $ 52,208 $ 53,362 $ 48,591 $ 51,651
Real estate
Construction.............................. 5,441 5,172 5,108 5,383 4,937
Other..................................... 18,114 17,927 17,787 17,082 17,000
Lease financing............................. 6,598 6,101 6,236 5,691 4,514
Foreign....................................... 5,880 6,173 5,945 5,148 5,177
-------- -------- -------- -------- --------
Total commercial......................... 89,723 87,581 88,438 81,895 83,279
Consumer
Residential real estate..................... 13,708 12,784 12,215 12,652 14,653
Home equity................................. 13,509 13,159 13,589 12,588 13,168
Automotive (1).............................. 21,820 20,942 20,634 19,684 19,368
Student..................................... 2,834 2,942 3,129 2,833 3,155
Other....................................... 7,742 8,042 8,359 8,622 8,393
-------- -------- -------- -------- --------
Total consumer........................... 59,613 57,869 57,926 56,379 58,737
Credit card (2)................................ 8,128 9,400 9,034 15,783 18,007
-------- -------- -------- -------- --------
Total.................................... $157,464 $154,850 $155,398 $154,057 $160,023
======== ======== ======== ======== ========
</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 $14.5 billion at June
30, 1999, $14.7 billion at March 31, 1999, and $16.7 billion at year-end
1998.
-19-
<PAGE>
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
June 30 March 31 December 31 September 30 June 30
(In millions) 1999 1999 1998 1998 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, beginning of period.................. $2,270 $2,271 $2,751 $2,752 $2,794
Provision for credit losses................... 275 281 272 345 400
Charge-offs
Commercial................................... 106 83 103 64 103
Consumer..................................... 134 172 147 141 147
Credit card.................................. 114 112 127 238 310
------ ------ ------ ------ ------
Total charge-offs......................... 354 367 377 443 560
Recoveries
Commercial................................... 25 20 23 21 23
Consumer..................................... 45 52 43 43 52
Credit card.................................. 9 14 14 34 43
------ ------ ------ ------ ------
Total recoveries.......................... 79 86 80 98 118
Net charge-offs............................... 275 281 297 345 442
Other......................................... (20) (1) (455) (1) -
------ ------ ------ ------ ------
Balance, end of period........................ $2,250 $2,270 $2,271 $2,751 $2,752
====== ====== ====== ====== ======
</TABLE>
As part of the BANC ONE/FCN 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 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
the second quarter of 1999 primarily reflect the allocable credit reserves
related to certain consumer loan securitizations that were completed during the
quarter.
Nonperforming Assets
At June 30, 1999, nonperforming assets totaled $1.137 billion, down slightly
from March 31, 1999, but up compared with $819 million at year-end 1998.
Nonperforming assets at June 30, 1999, included $1.032 billion of nonperforming
loans and $105 million of other nonperforming assets, including other real
estate owned. See page 22 for additional information.
<TABLE>
<CAPTION>
June 30 March 31 December 31 September 30 June 30
(Dollars in millions) 1999 1999 1998 1998 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nonperforming loans........................... $1,032 $1,031 $ 729 $ 718 $ 640
Other, including other real estate owned...... 105 117 90 87 70
------ ------ ----- ----- -----
Total nonperforming assets............... $1,137 $1,148 $ 819 $ 805 $ 710
====== ====== ===== ===== =====
Nonperforming assets/related assets........... 0.72% 0.74% 0.53% 0.52% 0.44%
====== ====== ===== ===== =====
</TABLE>
-20-
<PAGE>
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 $129.1 billion at June 30, 1999.
Consumer and Credit Card Loans
<TABLE>
<CAPTION>
June 30 March 31 December 31 September 30 June 30
(In millions) 1999 1999 1998 1998 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Credit card (1).............................. $ 8,128 $ 9,400 $ 9,034 $ 15,783 $ 18,007
Residential real estate...................... 13,708 12,784 12,215 12,652 14,653
Home equity.................................. 13,509 13,159 13,589 12,588 13,168
Automotive (2)............................... 21,820 20,942 20,634 19,684 19,368
Student...................................... 2,834 2,942 3,129 2,833 3,155
Other consumer............................... 7,742 8,042 8,359 8,622 8,393
-------- -------- -------- -------- --------
Total owned................................. 67,741 67,269 66,960 72,162 76,744
Securitized credit card...................... 61,331 58,964 60,993 49,386 40,703
-------- -------- -------- -------- --------
Total managed.............................. $129,072 $126,233 $127,953 $121,548 $117,447
======== ======== ======== ======== ========
Managed credit card.......................... $ 69,459 $ 68,364 $ 70,027 $ 65,169 $ 58,710
======== ======== ======== ======== ========
</TABLE>
_______
(1) 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 $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.
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
June 30 March 31 December 31 September 30 June 30
(Dollars in millions) 1999 1999 1998 1998 1998
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average balances
Credit card loans (1).................... $ 8,520 $ 9,036 $ 7,865 $15,578 $18,573
Securitized credit card receivables...... 60,427 60,108 58,325 43,512 39,660
------- ------- ------- ------- -------
Total average managed
credit card receivables................ $68,947 $69,144 $66,190 $59,090 $58,233
======= ======= ======= ======= =======
Total net charge-offs (including
securitizations)......................... $ 905 $ 845 $ 792 $ 802 $ 890
======= ======= ======= ======= =======
Net charge-offs/average total
managed receivables...................... 5.25% 4.89% 4.79% 5.43% 6.11%
Credit card delinquency rate at period end
30 or more days.......................... 4.30 4.51 4.47 4.50 4.34
90 or more days.......................... 1.96 2.06 1.98 1.90 1.97
</TABLE>
______
(1) The Corporation's certificated retained interest averaged $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.
-21-
<PAGE>
Managed credit card receivables (i.e., those held in the portfolio and
those sold to investors through securitization) were $69.5 billion at June 30,
1999, down from a seasonal high of $70.0 billion at year-end 1998.
The managed credit card net charge-off rate for the second quarter of 1999
decreased to 5.25% from 6.11% in the second 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 June 30, 1999, decreased from those of
December 31, 1998.
Credit card net charge-off performance has continued to improve in 1999
and is expected to remain stable or improve modestly over the balance of the
year. 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 collection.
<TABLE>
<CAPTION>
Other Consumer Loans Three Months Ended
June 30 March 31 December 31 September 30 June 30
(Dollars in millions) 1999 1999 1998 1998 1998
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average balances......................... $58,065 $57,177 $56,263 $57,633 $57,207
Total net charge-offs.................... 89 120 104 98 95
Net charge-offs/average balances......... 0.61% 0.84% 0.74% 0.68% 0.66%
</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 decreased to 0.61% for the
second quarter of 1999. The improvement was driven by seasonal trends, as well
as continued credit quality enhancement, as evidenced by 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.
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 $89.7 billion at June 30, 1999, from $88.4
billion at December 31, 1998. Commercial net charge-offs increased to $81
million, or 0.36% of average loans, in the second quarter of 1999, compared with
$80 million, or 0.38%, in the fourth quarter of 1998.
Nonperforming commercial assets increased $318 million to $1.137 billion at
June 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.
-22-
<PAGE>
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 June 30, 1999, commercial real estate loans totaled $23.6 billion, or
26% of commercial loans, essentially unchanged from 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 $55
million in the second quarter of 1999 and lower by $26 million in the second
quarter of 1998.
Deferred gains, net of deferred losses, on interest rate swaps terminated
early or dedesignated as ALM derivatives totaled $259 million as of June 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 $46 million in 1999, $80 million in 2000, $59 million in 2001 and $74 million
thereafter.
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 19.
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>
June 30 December 31
(In millions) 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gross replacement cost.............................................................. $ 16,309 $ 25,411
Less: Adjustment due to master netting agreements.................................. (12,031) (17,692)
-------- --------
Current credit exposure............................................................. 4,278 7,719
Less: Unrecognized net gains due to nontrading activity............................ (8) (765)
-------- --------
Balance sheet exposure.............................................................. $ 4,270 $ 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.
-23-
<PAGE>
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 June 30, 1999, were approximately $297 million, with $32
million incurred during the second quarter of 1999.
The Corporation met the June 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 June 30, 1999, 98% of the Corporation's information technology applications
were tested and returned to production. Information technology systems and
equipment are largely compliant, with some deployments extending into the third
quarter of 1999. Facilities and equipment managed by the Corporation are Year
2000 ready.
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 compliant; 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.
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.
-24-
<PAGE>
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.
Selected Capital Ratio Review
The Corporation aims to maintain regulatory capital ratios, including those of
the 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
June 30 March 31 December 31 September 30 June 30 Corporate Regulatory
1999 1999 1998 1998 1998 Targets Guidelines
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Risk-based capital ratios (1)
Tier 1.......................... 8.1% 8.2% 7.9% 8.6% 8.3% - 6.0%
Total........................... 11.4 11.7 11.3 12.4 12.3 - 10.0
Leverage ratio (1)(2)............. 8.1 8.0 8.0 8.5 8.0 - 3.0
Tangible common equity/
tangible managed assets.......... 6.2 6.3 5.8 6.5 6.4 5 - 7% -
Double leverage ratio (1)......... 107 107 108 104 106 (less or 120% -
Dividend payout ratio equal to)
Operating........................ 45 48 43 45 49 35-40% -
Reported......................... 51 44 200 42 56 - -
Common equity/total assets........ 8.1 8.3 7.8 8.6 8.0 - -
Tangible common equity ratio...... 7.3 7.4 6.8 7.7 7.4 - -
Stockholders' equity/total assets. 8.2 8.4 7.9 8.6 8.1 - -
___________
(1) Includes trust preferred capital securities.
(2) Minimum regulatory guideline is 3.0%.
</TABLE>
-25-
<PAGE>
The components of the Corporation's regulatory risk-based capital and risk-
weighted assets are shown below:
<TABLE>
<CAPTION>
June 30 December 31 June 30
(In millions) 1999 1998 1998
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Regulatory risk-based capital
Tier 1 capital........................... $ 20,423 $ 19,495 $ 19,231
Tier 2 capital........................... 8,398 8,295 9,104
-------- -------- --------
Total capital........................... $ 28,821 $ 27,790 $ 28,335
======== ======== ========
Total risk-weighted assets............... $252,390 $244,473 $230,466
======== ======== ========
</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
June 30 December 31 June 30
(In millions) 1999 1998 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goodwill............................................... $ 973 $1,075 $1,117
Other nonqualifying intangibles........................ 722 637 107
------ ------ ------
Subtotal.............................................. 1,695 1,712 1,224
Qualifying intangibles................................. 618 984 524
------ ------ ------
Total intangibles..................................... $2,313 $2,696 $1,748
====== ====== ======
</TABLE>
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
107% at June 30, 1999, and 108% at December 31, 1998. Trust Preferred Capital
Securities of $1.003 billion 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 used to
enhance shareholder value. 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 June 30, 1999, the Corporation had purchased
5.4 million shares of common stock at an average price of $56.15 per share.
On June 15, 1999, the Corporation announced that all of its outstanding 7 1/2%
Preferred Purchase Units, totaling $150 million, will be redeemed on August 10,
1999. The redemption price is $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.
-26-
<PAGE>
Consolidated Balance Sheet
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
June 30 December 31 June 30
(Dollars in millions) 1999 1998 1998
---------------------------------------
<S> <C> <C> <C>
Assets
Cash and due from banks........................................................... $ 15,336 $ 19,878 $ 16,217
Interest-bearing due from banks................................................... 3,953 4,642 5,590
Federal funds sold and securities under resale agreements......................... 10,633 9,862 9,040
Trading assets.................................................................... 5,157 5,345 5,342
Derivative product assets......................................................... 4,270 6,954 4,342
Investment securities (fair value--$45,197, $44,852, $31,875, respectively)....... 45,197 44,852 31,863
Loans (net of unearned income--$3,833, $3,707, $3,228, respectively)
Commercial..................................................................... 89,723 88,438 83,279
Consumer....................................................................... 59,613 57,926 58,737
Credit card.................................................................... 8,128 9,034 18,007
Allowance for credit losses....................................................... (2,250) (2,271) (2,752)
---------- ---------- ----------
Loans, net..................................................................... 155,214 153,127 157,271
Bank premises and equipment, net.................................................. 3,253 3,340 3,433
Customers' acceptance liability................................................... 380 333 405
Other............................................................................. 12,640 13,163 10,675
---------- ---------- ----------
Total assets................................................................... $ 256,033 $ 261,496 $ 244,178
========== ========== ==========
Liabilities
Deposits
Demand......................................................................... $ 33,881 $ 39,854 $ 38,551
Savings........................................................................ 64,511 62,645 59,542
Time........................................................................... 33,613 36,302 37,887
Foreign offices................................................................ 24,449 22,741 18,527
---------- ---------- ----------
Total deposits................................................................. 156,454 161,542 154,507
Federal funds purchased and securities under repurchase agreements................ 19,710 23,164 19,088
Other short-term borrowings....................................................... 16,649 16,937 15,768
Long-term debt.................................................................... 26,725 21,295 21,245
Guaranteed preferred beneficial interest in the Corporation's junior subordinated
debt............................................................................. 1,003 1,003 1,003
Acceptances outstanding........................................................... 380 333 405
Derivative product liabilities.................................................... 4,619 7,147 4,327
Other liabilities................................................................. 9,443 9,515 8,070
---------- ---------- ----------
Total liabilities.............................................................. 234,983 240,936 224,413
Stockholders' Equity
Preferred stock................................................................... 190 190 190
Common stock - $0.01 par value.................................................... 12 12 12
Number of common shares (in thousands): 6/30/99 12/31/98 6/30/98
----------- ------------ -----------
Authorized............................. 2,500,000 2,500,000 2,500,000
Issued................................. 1,181,934 1,179,297 1,221,927
Outstanding............................ 1,176,541 1,177,310 1,170,466
Surplus........................................................................... 10,762 10,769 12,549
Retained earnings................................................................. 10,673 9,528 9,094
Accumulated other adjustments to stockholders' equity............................. (146) 239 177
Deferred compensation............................................................. (137) (94) (182)
Treasury stock at cost, 5,393,000; 1,987,000; and 51,461,000 shares, respectively. (304) (84) (2,075)
---------- ---------- ----------
Total stockholders' equity..................................................... 21,050 20,560 19,765
---------- ---------- ----------
Total liabilities and stockholders' equity..................................... $ 256,033 $ 261,496 $ 244,178
========== ========== ==========
</TABLE>
-27-
<PAGE>
Consolidated Income Statement
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
(In millions, except per-share data) 1999 1998 1999 1998
--------------------------------------
<S> <C> <C> <C> <C>
Interest Income
Loans, including fees............................................................ $3,208 $3,639 $6,399 $7,279
Bank balances.................................................................... 42 85 99 186
Federal funds sold and securities under resale agreements........................ 99 113 205 213
Trading assets................................................................... 97 90 193 182
Investment securities--taxable................................................... 696 463 1,396 830
Investment securities--tax-exempt................................................ 94 42 140 96
------ ------ ------ ------
Total.......................................................................... 4,236 4,432 8,432 8,786
Interest Expense
Deposits......................................................................... 1,098 1,255 2,221 2,512
Federal funds purchased and securities under repurchase agreements............... 231 270 477 552
Other short-term borrowings...................................................... 211 202 408 375
Long-term debt................................................................... 385 357 735 710
------ ------ ------ ------
Total.......................................................................... 1,925 2,084 3,841 4,149
Net Interest Income.............................................................. 2,311 2,348 4,591 4,637
Provision for credit losses...................................................... 275 400 556 791
------ ------ ------ ------
Net Interest Income after Provision for Credit Losses............................ 2,036 1,948 4,035 3,846
Noninterest Income
Trading profits.................................................................. 33 65 100 125
Equity securities gains.......................................................... 133 121 229 193
Investment securities gains...................................................... 34 49 86 82
------ ------ ------ ------
Market-driven revenue.......................................................... 200 235 415 400
Credit card revenue.............................................................. 920 630 1,872 1,331
Fiduciary and investment management fees......................................... 197 203 376 401
Service charges and commissions.................................................. 723 666 1,413 1,326
------ ------ ------ ------
Fee-based revenue.............................................................. 1,840 1,499 3,661 3,058
Other income..................................................................... 182 354 736 546
------ ------ ------ ------
Total.......................................................................... 2,222 2,088 4,812 4,004
Noninterest Expense
Salaries and employee benefits................................................... 1,073 1,123 2,220 2,230
Net occupancy and equipment expense.............................................. 219 209 446 411
Depreciation and amortization.................................................... 169 167 344 333
Outside service fees and processing.............................................. 420 348 826 621
Marketing and development........................................................ 302 221 617 420
Communication and transportation................................................. 208 190 408 375
Merger-related and restructuring charges......................................... 145 127 309 127
Other............................................................................ 270 334 577 633
------ ------ ------ ------
Total.......................................................................... 2,806 2,719 5,747 5,150
Income Before Income Taxes....................................................... 1,452 1,317 3,100 2,700
Provision for income taxes....................................................... 460 422 957 872
------ ------ ------ ------
Net Income....................................................................... $ 992 $ 895 $2,143 $1,828
====== ====== ====== ======
Net Income Attributable to Common Stockholders' Equity........................... $ 989 $ 891 $2,137 $1,820
====== ====== ====== ======
Earnings Per Share
Basic.......................................................................... $0.84 $0.76 $1.81 $1.56
Diluted........................................................................ $0.83 $0.75 $1.79 $1.53
</TABLE>
-28-
<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........................ 1,828 1,828
Change in fair value, investment
securities--available-for-sale,
net of taxes..................... (32) (32)
Translation gain (loss),
net of taxes..................... -- --
------- ----- -------
Net income and changes in
accumulated other adjustments 1,828 (32) 1,796
to stockholders' equity..........
Cash dividends declared
On common stock.................. (509) (509)
On preferred stock............... (2) (2)
On common stock by pooled
affiliates...................... (275) (275)
On preferred stock by pooled
affiliates...................... (6) (6)
Conversion of preferred stock..... (136) 136 --
Issuance of stock................. (200) (5) 305 100
Acquisition of subsidiaries....... 2 2
Purchase of common stock.......... (375) (375)
Awards granted, net of
forfeitures and amortization..... (39) (39)
Other............................. 29 (6) 23
----- --- ------- ------ ----- ----- ------- -------
Balance -- June 30, 1998.......... $ 190 $12 $12,549 $9,094 $ 177 $(182) $(2,075) $19,765
===== === ======= ====== ===== ===== ======= =======
Balance -- December 31, 1998 $ 190 $12 $10,769 $9,528 $ 239 $ (94) $ (84) $20,560
Net income........................ 2,143 2,143
Change in fair value, investment
securities--available-for-sale,
net of taxes..................... (371) (371)
Translation gain (loss),
net of taxes..................... (14) (14)
----- -------
Net income and changes in
accumulated other adjustments to
stockholders' equity............. 2,143 (385) 1,758
Cash dividends declared
On common stock.................. (992) (992)
On preferred stock............... (6) (6)
Issuance of stock................. 32 87 119
Purchase of common stock.......... (307) (307)
Awards granted, net of forfeitures
and amortization................. (43) (43)
Other............................. (39) (39)
----- --- ------- ------ ----- ----- ------- -------
Balance -- June 30, 1999.......... $ 190 $12 $10,762 $10,673 $(146) $(137) $ (304) $21,050
===== === ======= ====== ===== ===== ======= =======
</TABLE>
-29-
<PAGE>
<TABLE>
<CAPTION>
Supplemental Consolidated Statement of Cash Flows
BANK ONE CORPORATION and Subsidiaries
Six Months Ended June 30
(In millions) 1999 1998
---------------------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income............................................................................................. $ 2,143 $ 1,828
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization....................................................................... 344 333
Provision for credit losses......................................................................... 556 791
Equity securities gains............................................................................. (229) (193)
Securities gains, available for sale................................................................ (86) (82)
Net (increase) decrease in net derivative product balances.......................................... 156 (21)
Net (increase) decrease in trading assets........................................................... 181 (162)
Net decrease in other assets........................................................................ 382 400
Net increase in other liabilities................................................................... 33 2,077
Gains on sales of banking centers................................................................... (249) (190)
Merger-related charges.............................................................................. -- 127
Other operating adjustments......................................................................... (314) (393)
-------- --------
Net cash provided by operating activities.............................................................. 2,917 4,515
Cash Flows from Investing Activities
Net (increase) decrease in federal funds sold and securities under resale agreements................... (771) 128
Securities available for sale:
Purchase............................................................................................ (34,764) (16,980)
Maturities.......................................................................................... 9,290 2,648
Sales............................................................................................... 23,016 12,175
Securities held to maturity:
Maturities.......................................................................................... -- 73
Credit card receivables securitized.................................................................... 6,350 769
Net increase in loans.................................................................................. (7,800) (5,541)
Loan recoveries........................................................................................ 165 269
Net cash and cash equivalents due to mergers, acquisitions and dispositions............................ (892) (1,846)
All other investing activities, net.................................................................... (155) (418)
-------- --------
Net cash used in investing activities.................................................................. (5,561) (8,723)
Cash Flows from Financing Activities
Net increase (decrease) in deposits.................................................................... (2,940) 541
Net decrease in federal funds purchased and securities under repurchase agreements..................... (3,455) (1,259)
Net increase (decrease) in other short-term borrowings................................................. (288) 2,963
Proceeds from issuance of long-term debt............................................................... 18,669 11,495
Repayment of long-term debt............................................................................ (13,285) (11,128)
Cash dividends paid.................................................................................... (949) (801)
Repurchase of common stock............................................................................. (302) (229)
Purchase of treasury stock............................................................................. -- (146)
Proceeds from issuance of common and treasury stock.................................................... 46 --
All other financing activities, net.................................................................... 61 1,873
-------- --------
Net cash provided by (used in) financing activities.................................................... (2,443) 3,309
Effect of exchange rate changes on cash and cash equivalents........................................... (144) 416
Net decrease in cash and cash equivalents.............................................................. (5,231) (483)
Cash and cash equivalents at beginning of period....................................................... 24,520 22,290
-------- --------
Cash and cash equivalents at end of period............................................................. $ 19,289 $ 21,807
======== ========
</TABLE>
-30-
<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 Six Months Ended
June 30 June 30
(In millions, except per-share data) 1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Basic
Net income........................................................ $ 992 $ 895 $2,143 $1,828
Preferred stock dividends......................................... (3) (4) (6) (8)
------ ------ ------ ------
Net income attributable to common stockholders' equity............ $ 989 $ 891 $2,137 $1,820
====== ====== ====== ======
Diluted
Net income........................................................ $ 992 $ 895 $2,143 $1,828
Interest on convertible debentures, net of tax.................... 1 2 3 3
Preferred stock dividends, excluding dividends on convertible
preferred stock................................................... (3) (4) (6) (6)
------ ------ ------ ------
Diluted income available to common stockholders................... $ 990 $ 893 $2,140 $1,825
====== ====== ====== ======
Average shares outstanding......................................... 1,180 1,169 1,179 1,167
Dilutive Shares
Stock options..................................................... 11 14 11 14
Convertible preferred stock....................................... -- -- -- 3
Convertible debentures............................................ 4 4 4 4
Employee stock purchase plan...................................... -- 2 -- 2
------ ------ ------ ------
Average shares outstanding assuming full dilution.................. 1,195 1,189 1,194 1,190
====== ====== ====== ======
Earnings per share:
Basic............................................................. $0.84 $0.76 $1.81 $1.56
Diluted........................................................... $0.83 $0.75 $1.79 $1.53
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
-31-
<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. On June 23, 1999, the FASB voted to approve a proposal to delay the
effective date of SFAS No. 133 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.
-32-
<PAGE>
Note 6--Merger-Related and Restructuring Charges
- ------------------------------------------------
a) BANC ONE/FCN Merger
The Corporation estimates that net restructuring charges and merger-related
costs of approximately $1.25 billion ($837 million after-tax) will be incurred
in connection with the BANC ONE/FCN 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 $383 million
($258 million after-tax), or 22 cents per share, for the first six 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. An additional $132 million of merger-related costs is expected to
be incurred during the remainder of 1999.
Year-to-date 1999 merger-related costs of $383 million included $283 million
related to the accounting consequences of changes in business practices. Of this
total, $192 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 $100 million of
business and systems integration costs.
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 over the next year. Facilities and
equipment costs include the net cost associated with the closing and divestiture
of identified banking facilities, and from 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 1998 BANC ONE/FCN Merger.
<TABLE>
<CAPTION>
1999
Restructuring Initial Reserve Balance Amount Reserve Balance
(In millions) Charges Reserve 12/31/98 Utilized 6/30/99
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Personnel-related...................... $421 $421 $ 307 $ 112 $ 195
Facilities and equipment............... 135 135 -- -- --
Other transaction costs................ 80 -- -- -- --
---- ---- --------- ----- --------
Total.............................. $636 $556 $ 307 $ 112 $ 195
==== ==== ========= ===== ========
</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 merger-related costs.
The following table provides details on restructuring charges recorded in 1998
in connection with the First Commerce acquisition.
<TABLE>
<CAPTION>
(In millions) Restructuring Initial Reserve Balance Amount Reserve Balance
Charges Reserve 12/31/98 Utilized 6/30/99
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Personnel-related................. $ 77 $ 77 $ 10 $10 $--
Facilities and equipment.......... 32 32 19 9 10
Other............................. 18 18 3 1 2
---- ---- ---- --- ---
Total......................... $127 $127 $ 32 $20 $12
==== ==== ==== === ===
</TABLE>
-33-
<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
June 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>
- --------------------------------------------------------------------------------------
June 30
(In millions) 1999 1998
------------- --------------
<S> <C> <C>
Impaired loans with related allowance.................. $1,032 $ 468
Impaired loans with no related allowance (1)........... -- 171
------ -----
Total impaired loans.................................. $1,032 $ 639
====== =====
Allowance on impaired loans............................ $ 249 $ 114
====== =====
- --------------------------------------------------------------------------------------
</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>
Six Months Ended June 30
(In millions) 1999 1998
--------------------------------
<S> <C> <C>
Average impaired loans................................. $ 894 $ 615
Interest income recognized on impaired loans........... 11 13
- ------------------------------------------------------------------------------------------
</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.
-34-
<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.
Trading revenue, which totaled $115 million for the second quarter of 1999 and
$109 million for the year-ago period, includes trading profits and net interest
income for derivatives and other products.
Note 11--Ratio of Earnings to Fixed Charges
- -------------------------------------------
The ratio of earnings to fixed charges for the three months ended June 30,
1999, excluding interest on deposits, was 2.8x and, including interest on
deposits, was 1.8x. 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.
-35-
<PAGE>
Selected Statistical Information
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Investment Securities - Available-for-Sale
Gross Unrealized Gross Unrealized Fair Value
June 30, 1999 (In millions) Amortized Cost Gains Losses (Book Value)
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury............................ $ 2,894 $ 4 $ 54 $ 2,844
U.S. government agencies................. 12,704 10 247 12,467
States and political subdivisions........ 1,770 39 13 1,796
Retained interest in securitized credit
card receivables........................ 15,372 175 381 15,166
Other debt securities.................... 10,287 27 92 10,222
Equity securities (1)(2)................. 2,540 227 65 2,702
------- ---- ---- -------
Total................................ $45,567 $482 $852 $45,197
======= ==== ==== =======
</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 June 30, 1999 Three Months Ended June 30, 1998
----------------------------------------------- -----------------------------------------------
Credit Card Credit Card
(In millions) Reported Securitizations Managed Reported Securitizations Managed
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income--
tax-equivalent basis.......... $ 2,341 $ 1,334 $ 3,675 $ 2,379 $ 962 $ 3,341
Provision for credit losses.... 275 800 1,075 400 623 1,023
Noninterest income............. 2,222 (534) 1,688 2,088 (339) 1,749
Noninterest expense............ 2,806 -- 2,806 2,719 -- 2,719
Net income..................... 992 -- 992 895 -- 895
Total average loans............ $155,496 $60,427 $215,923 $158,207 $39,660 $197,867
Total average earning assets... 220,505 44,983 265,488 210,628 36,524 247,152
Total average assets........... 253,266 44,983 298,249 241,010 36,524 277,534
Net interest margin............ 4.26% 11.89% 5.55% 4.53% 10.56% 5.42%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 1999 Six Months Ended June 30, 1998
----------------------------------------------- -----------------------------------------------
Credit Card Credit Card
(In millions) Reported Securitizations Managed Reported Securitizations Managed
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net interest income--
tax-equivalent basis.......... $ 4,650 $ 2,686 $ 7,336 $ 4,699 $ 1,962 $ 6,661
Provision for credit losses.... 556 1,547 2,103 791 1,229 2,020
Noninterest income............. 4,812 (1,139) 3,673 4,004 (733) 3,271
Noninterest expense............ 5,747 -- 5,747 5,150 -- 5,150
Net income..................... 2,143 -- 2,143 1,828 -- 1,828
Total average loans............ $154,390 $60,269 $214,659 $158,150 $38,790 $196,940
Total average earning assets... 219,214 44,681 263,895 208,947 36,829 245,776
Total average assets........... 253,095 44,681 297,776 239,532 36,832 276,364
Net interest margin............ 4.28% 12.12% 5.61% 4.54% 10.74% 5.47%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-36-
<PAGE>
<TABLE>
<CAPTION>
Average Balances/Net Interest Margin/Rates
- -----------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, 1999 March 31, 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.............................. $ 12,602 $ 142 4.52% $ 14,141 $ 162 4.65%
Trading assets...................................... 6,046 98 6.50 5,655 96 6.88
Investment securities
U.S. government and federal agencies............... 15,395 275 7.16 15,365 245 6.47
States and political subdivisions.................. 1,909 34 7.14 2,023 39 7.82
Other.............................................. 29,057 500 6.90 27,454 483 7.13
-------- ------ ----- -------- ------ -----
Total investment securities....................... 46,361 809 7.00 44,842 767 6.94
Loans (1)
Commercial......................................... 88,911 1,649 7.44 87,058 1,582 7.37
Consumer........................................... 58,065 1,240 8.57 57,177 1,282 9.09
Credit card........................................ 8,520 328 15.44 9,036 336 15.08
-------- ------ ----- -------- ------ -----
Total loans....................................... 155,496 3,217 8.30 153,271 3,200 8.47
-------- ------ ----- -------- ------ -----
Total earning assets (2).......................... 220,505 4,266 7.76 217,909 4,225 7.86
Allowance for credit losses......................... (2,260) (2,324)
Other assets........................................ 35,021 37,337
-------- --------
Total assets...................................... $253,266 $252,922
======== ========
- -----------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Deposits--interest-bearing
Savings............................................ $ 20,843 $ 110 2.12% $ 19,975 $ 83 1.69%
Money market....................................... 42,903 316 2.95 43,377 356 3.33
Time............................................... 34,097 428 5.03 35,786 450 5.10
Foreign offices (3)................................ 22,548 245 4.36 21,357 233 4.42
-------- ------ ----- -------- ------ -----
Total deposits--interest-bearing.................. 120,391 1,099 3.66 120,495 1,122 3.78
Federal funds purchased and securities under
repurchase agreements.............................. 20,354 231 4.55 21,862 246 4.56
Other short-term borrowings......................... 17,655 210 4.77 16,861 198 4.76
Long-term debt (4).................................. 26,417 385 5.85 23,903 350 5.94
-------- ------ ----- -------- ------ -----
Total interest-bearing liabilities................ 184,817 1,925 4.18 183,121 1,916 4.24
Demand deposits..................................... 32,924 33,653
Other liabilities................................... 14,591 15,597
Preferred stock..................................... 190 190
Common stockholders' equity......................... 20,744 20,361
-------- --------
Total liabilities and stockholders' equity........ $253,266 $252,922
======== ========
- -----------------------------------------------------------------------------------------------------------------
Interest income/earning assets (2).................. $4,266 7.76% $4,225 7.86%
Interest expense/earning assets..................... 1,925 3.50 1,916 3.56
------ ----- ------ -----
Net interest margin................................. $2,341 4.26% $2,309 4.30%
====== ===== ====== =====
- -----------------------------------------------------------------------------------------------------------------
</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.
-37-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
December 31, 1998 September 30, 1998 June 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>
$ 15,871 $ 177 4.42% $ 12,936 $ 178 5.46% $ 14,832 $ 198 5.35%
5,961 85 5.66 6,470 99 6.07 5,972 90 6.04
14,739 243 6.54 16,069 267 6.59 17,763 293 6.62
2,086 43 8.18 2,168 41 7.50 2,258 45 7.99
25,608 568 8.80 14,627 250 6.78 11,596 187 6.47
- -------- ----- ------ -------- ------ ------- -------- ------ ------
42,433 854 7.98 32,864 558 6.74 31,617 525 6.66
85,018 1,633 7.62 81,255 1,591 7.77 82,427 1,602 7.80
56,263 1,284 9.05 57,633 1,362 9.38 57,207 1,253 8.79
7,865 324 16.34 15,578 653 16.63 18,573 795 17.17
- -------- ----- ------ -------- ------ ------- -------- ------ ------
149,146 3,241 8.62 154,466 3,606 9.26 158,207 3,650 9.25
- -------- ----- ------ -------- ------ ------- -------- ------ ------
213,411 4,357 8.10 206,736 4,441 8.52 210,628 4,463 8.50
(2,700) (2,714) (2,748)
32,804 32,551 33,130
- -------- -------- --------
$243,515 $236,573 $241,010
======== ======== ========
- -----------------------------------------------------------------------------------------------------------------------------
$ 19,260 $ 105 2.16% $ 20,523 $ 117 2.26% $ 21,566 $ 123 2.29%
41,064 362 3.50 38,857 370 3.78 38,624 366 3.80
36,790 496 5.35 37,285 497 5.29 38,956 532 5.48
19,853 238 4.76 18,384 246 5.31 17,840 234 5.26
- -------- ----- ------ -------- ------ ------- -------- ------ ------
116,967 1,201 4.07 115,049 1,230 4.24 116,986 1,255 4.30
23,171 260 4.45 20,792 278 5.30 20,956 270 5.17
13,847 181 5.19 13,652 181 5.26 14,969 202 5.41
22,208 347 6.20 21,771 350 6.38 22,404 357 6.39
- -------- ----- ------ -------- ------ ------- -------- ------ ------
176,193 1,989 4.48 171,264 2,039 4.72 175,315 2,084 4.77
33,280 33,344 34,608
13,784 11,676 11,646
191 191 195
20,067 20,098 19,246
- -------- -------- --------
$243,515 $236,573 $241,010
======== ======== ========
- ----------------------------------------------------------------------------------------------------------------------------
$4,357 8.10% $4,441 8.52% $4,463 8.50%
1,989 3.70 2,039 3.91 2,084 3.97
------ ----- ------ ----- ------ -----
$2,368 4.40% $2,402 4.61% $2,379 4.53%
====== ===== ====== ===== ====== =====
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
-38-
<PAGE>
<TABLE>
<CAPTION>
Average Balances/Net Interest Margin/Rates
- ---------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 1999 June 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............................ $ 13,367 $ 304 4.59% $ 14,865 $ 399 5.41%
Trading assets 5,852 194 6.69 6,191 182 5.93
Investment securities:
U.S. government and federal agencies............. 15,380 520 6.82 17,983 592 6.64
States and political subdivisions................ 1,966 73 7.49 2,296 92 8.08
Other 28,259 983 7.01 9,462 283 6.03
-------- ------ ----- -------- ------ -----
Total investment securities................... 45,605 1,576 6.97 29,741 967 6.56
Loans (1)
Commercial....................................... 87,990 3,231 7.40 81,083 3,158 7.85
Consumer......................................... 57,623 2,522 8.83 57,469 2,714 9.52
Credit card...................................... 8,777 664 15.26 19,598 1,428 14.69
-------- ------ ----- -------- ------ -----
Total loans................................... 154,390 6,417 8.38 158,150 7,300 9.31
-------- ------ ----- -------- ------ -----
Total earning assets (2)......................... 219,214 8,491 7.81 208,947 8,848 8.54
Allowance for credit losses....................... (2,292) (2,756)
Other assets...................................... 36,173 33,341
-------- --------
Total assets.................................. $253,095 $239,532
======== ========
- ---------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Deposits--interest-bearing
Savings.......................................... $ 20,411 $ 193 1.91% $ 21,543 $ 248 2.32%
Money market..................................... 43,139 672 3.14 38,255 726 3.83
Time............................................. 34,937 878 5.07 39,405 1,073 5.49
Foreign offices (3).............................. 21,956 478 4.39 17,848 465 5.25
-------- ------ ----- -------- ------ -----
Total deposits--interest-bearing.............. 120,443 2,221 3.72 117,051 2,512 4.33
Federal funds purchased and securities under
repurchase agreements............................ 21,104 477 4.56 21,383 552 5.21
Other short-term borrowings....................... 17,260 408 4.77 13,831 375 5.47
Long-term debt (4)................................ 25,167 735 5.89 22,190 710 6.45
-------- ------ ----- -------- ------ -----
Total interest-bearing liabilities............ 183,974 3,841 4.21 174,455 4,149 4.80
Demand deposits................................... 33,287 33,987
Other liabilities................................. 15,091 11,911
Preferred stock................................... 190 256
Common stockholders' equity....................... 20,553 18,923
-------- --------
Total liabilities and stockholders' equity.... $253,095 $239,532
======== ========
- ---------------------------------------------------------------------------------------------------------------
Interest income/earning assets (2)................ $8,491 7.81% $8,848 8.54%
Interest expense/earning assets................... 3,841 3.53 4,149 4.00
------ ----- ------ -----
Net interest margin............................... $4,650 4.28% $4,699 4.54%
====== ===== ====== =====
</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.
-39-
<PAGE>
<TABLE>
<CAPTION>
Five-Quarter Consolidated Income Statement
Three Months Ended June 30 March 31 December 31 September 30 June 30
(In millions, except per-share data) 1999 1999 1998 1998 1998
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest Income
Loans, including fees............................................ $3,208 $3,192 $3,232 $3,595 $3,639
Bank balances.................................................... 42 57 67 78 85
Federal funds sold and securities under resale agreements........ 99 106 110 100 113
Trading assets................................................... 97 96 86 99 90
Investment securities--taxable................................... 696 699 783 510 463
Investment securities--tax-exempt................................ 94 46 48 30 42
------ ------ ------ ------ ------
Total....................................................... 4,236 4,196 4,326 4,412 4,432
Interest Expense
Deposits......................................................... 1,098 1,122 1,201 1,230 1,255
Federal funds purchased and securities under repurchase 231 246 260 278 270
agreements......................................................
Other short-term borrowings...................................... 211 198 181 181 202
Long-term debt................................................... 385 350 347 350 357
------ ------ ------ ------ ------
Total....................................................... 1,925 1,916 1,989 2,039 2,084
Net Interest Income.............................................. 2,311 2,280 2,337 2,373 2,348
Provision for credit losses...................................... 275 281 272 345 400
------ ------ ------ ------ ------
Net Interest Income After Provision for Credit Losses............ 2,036 1,999 2,065 2,028 1,948
Noninterest Income
Trading profits.................................................. 33 67 (2) 18 65
Equity securities gains (losses)................................. 133 96 61 (4) 121
Investment securities gains...................................... 34 52 32 41 49
------ ------ ------ ------ ------
Market-driven revenue.......................................... 200 215 91 55 235
Credit card revenue.............................................. 920 952 1,078 867 630
Fiduciary and investment management fees......................... 197 179 199 207 203
Service charges and commissions.................................. 723 690 680 639 666
------ ------ ------ ------ ------
Fee-based revenue.............................................. 1,840 1,821 1,957 1,713 1,499
Other income..................................................... 182 554 20 231 354
------ ------ ------ ------ ------
Total noninterest income.................................... 2,222 2,590 2,068 1,999 2,088
Noninterest Expense
Salaries and employee benefits................................... 1,073 1,147 1,167 1,080 1,123
Net occupancy and equipment expense.............................. 219 241 217 217 209
Depreciation and amortization.................................... 169 175 180 167 167
Outside service fees and processing.............................. 420 406 410 318 348
Marketing and development........................................ 302 315 340 264 221
Communication and transportation................................. 208 200 214 192 190
Merger-related and restructuring charges......................... 145 164 935 - 127
Other expense.................................................... 270 293 393 301 334
------ ------ ------ ------ ------
Total noninterest expense................................... 2,806 2,941 3,856 2,539 2,719
Income Before Income Taxes....................................... 1,452 1,648 277 1,488 1,317
Applicable income taxes.......................................... 460 497 51 434 422
------ ------ ------ ------ ------
Net Income....................................................... $ 992 $1,151 $ 226 $1,054 $ 895
====== ====== ====== ====== ======
Net Income Attributable to Common Stockholders' Equity........... $ 989 $1,148 $ 223 $1,051 $ 891
====== ====== ====== ====== ======
Earnings Per Share
Basic.......................................................... $0.84 $0.97 $0.19 $0.90 $0.76
Diluted........................................................ $0.83 $0.96 $0.19 $0.89 $0.75
</TABLE>
-40-
<PAGE>
Form 10-Q Cross-Reference Index
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. Financial Statements
- ----------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheet --
June 30, 1999 and 1998, and December 31, 1998 27
Consolidated Income Statement --
Six Months Ended June 30, 1999 and 1998 28
Consolidated Statement of Stockholders' Equity --
Six Months Ended June 30, 1999 and 1998 29
Consolidated Statement of Cash Flows --
Six Months Ended June 30, 1999 and 1998 30
Notes to Consolidated Financial Statements 31
Selected Statistical Information 1, 19-23,
36-40
ITEM 2. Management's Discussion and Analysis of Financial
- ----------------------------------------------------------
Condition and Results of Operations 2-26
-----------------------------------
PART II - OTHER INFORMATION
---------------------------
ITEM 1. Legal Proceedings 42
- --------------------------
ITEM 2. Changes in Securities 42
- ------------------------------
ITEM 3. Defaults Upon Senior Securities 42
- ----------------------------------------
ITEM 4. Submission of Matters to a Vote of Security Holders 42
- ------------------------------------------------------------
ITEM 5. Other Information 42
- --------------------------
ITEM 6. Exhibits and Reports on Form 8-K 43
- -----------------------------------------
Signatures 44
</TABLE>
-41-
<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
- -----------------------------------------------------------
The Registrant held its Annual Meeting of Stockholders on Tuesday, May 18, 1999.
A total of 1,013,029,744 shares were represented in person or by proxy, or
nearly 86% of the total shares outstanding.
Stockholders elected the twenty-one director nominees named in the Registrant's
proxy statement. Each of the nominees received more than 949 million votes, in
excess of 93% of the shares voted at the meeting. The particulars are:
<TABLE>
<CAPTION>
Name For Withheld
---- --- ---------
<S> <C> <C>
John H. Bryan 955,584,931 57,444,813
Siegfried Buschmann 955,444,265 57,585,479
James S. Crown 955,181,076 57,848,668
Bennett Dorrance 955,395,736 57,634,008
Maureen A. Fay, O.P. 954,891,184 58,138,560
John R. Hall 953,778,933 59,250,811
Verne G. Istock 955,625,448 57,404,296
Laban P. Jackson, Jr. 955,992,496 57,037,248
John W. Kessler 954,912,903 58,116,841
Richard J. Lehmann 955,440,457 57,589,287
Richard A. Manoogian 955,599,131 57,430,613
William T. McCormick, Jr. 955,807,942 57,221,802
John B. McCoy 955,236,747 57,792,997
Thomas E. Reilly, Jr. 950,114,775 62,914,969
John W. Rogers, Jr. 955,025,696 58,004,048
Thekla R. Shackelford 955,206,603 57,823,141
Alex Shumate 949,476,922 63,552,822
Frederick P. Stratton, Jr. 955,361,404 57,668,340
John C. Tolleson 955,330,671 57,699,073
David J. Vitale 955,502,553 57,527,191
Robert D. Walter 955,513,616 57,516,128
</TABLE>
ITEM 5. Other Information
- --------------------------
None
-42-
<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 June 30, 1999.
Date Item Reported
------- -------------
4/20/99 The Registrant's April 20, 1999, press release regarding first
quarter 1999 earnings.
5/18/99 The Registrant's May 18, 1999, press release regarding its
Board of Directors' authorization to repurchase up to 65
million shares of the Registrant's common stock.
6/15/99 The Registrant's June 15, 1999, press release announcing the
redemption of all of its outstanding 7 1/2% Preferred Purchase
Units on August 10, 1999.
-43-
<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 August 16, 1999 /s/ John B. McCoy
------------------------------- ------------------------------------
John B. McCoy
Principal Executive Officer
Date August 16, 1999 /s/ William J. Roberts
------------------------------- ------------------------------------
William J. Roberts
Principal Accounting Officer
-44-
<PAGE>
BANK ONE CORPORATION
EXHIBIT INDEX
-------------
Exhibit Number Description of Exhibit
- -------------- ----------------------
12 - Statement re computation of ratio
27 - Financial Data Schedule
-45-
<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 35 of the Form
10-Q.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND> This schedule contains summary financial information extracted from
Quarterly Report on Form 10-Q and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 15,336
<INT-BEARING-DEPOSITS> 3,953
<FED-FUNDS-SOLD> 10,633
<TRADING-ASSETS> 5,157
<INVESTMENTS-HELD-FOR-SALE> 45,197
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 157,464
<ALLOWANCE> 2,250
<TOTAL-ASSETS> 256,033
<DEPOSITS> 156,454
<SHORT-TERM> 36,359
<LIABILITIES-OTHER> 14,442
<LONG-TERM> 27,728<F1>
0
190
<COMMON> 12
<OTHER-SE> 20,848<F2>
<TOTAL-LIABILITIES-AND-EQUITY> 256,033
<INTEREST-LOAN> 6,399
<INTEREST-INVEST> 1,536
<INTEREST-OTHER> 497
<INTEREST-TOTAL> 8,432
<INTEREST-DEPOSIT> 2,221
<INTEREST-EXPENSE> 3,841
<INTEREST-INCOME-NET> 4,591
<LOAN-LOSSES> 556
<SECURITIES-GAINS> 86<F3>
<EXPENSE-OTHER> 5,747
<INCOME-PRETAX> 3,100
<INCOME-PRE-EXTRAORDINARY> 2,143
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,143
<EPS-BASIC> 1.81<F4>
<EPS-DILUTED> 1.79
<YIELD-ACTUAL> 4.28
<LOANS-NON> 1,032
<LOANS-PAST> 0<F5>
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,271
<CHARGE-OFFS> 721
<RECOVERIES> 165
<ALLOWANCE-CLOSE> 2,250
<ALLOWANCE-DOMESTIC> 0<F6>
<ALLOWANCE-FOREIGN> 0<F6>
<ALLOWANCE-UNALLOCATED> 0<F6>
<FN>
<F1> Guaranteed Preferred Beneficial Interest in the Corporation's Junior
Subordinated Debt of $1,003 is included in long-term debt for the period ended
June 30, 1999.
<F2> Treasury stock of $304 million for the period ended June 30, 1999 is
included as a reduction of stockholders' equity.
<F3> Investment securities gains do not include the Corporation's equity gains,
which totaled $229 million for the period ended June 30, 1999.
<F4> Primary earnings per share represent Basic earnings per share.
<F5> 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.
<F6> 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>
