<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 March 31, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-60313
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BANK ONE CORPORATION
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(exact name of registrant as specified in its charter)
DELAWARE 31-0738296
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 April 30, 1999.
Class Number of Shares Outstanding
- ---------------------------- ----------------------------
Common Stock $0.01 par value 1,180,966,231
<PAGE>
BANK ONE CORPORATION
Financial Supplement and Form 10-Q
Contents Page
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Five-Quarter Summary of Selected Financial Information 1
Business Segments 2
Earnings Analysis 6
Risk Management 13
Liquidity Risk Management 14
Market Risk Management 15
Credit Risk Management 18
Derivative Financial Instruments 22
Year 2000 Readiness Disclosure 22
Capital Management 23
Consolidated Financial Statements 26
Notes to Consolidated Financial Statements 30
Selected Statistical Information 36
Form 10-Q Cross-Reference Index 40
<PAGE>
FIVE-QUARTER SUMMARY OF SELECTED FINANCIAL INFORMATION
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Three Months Ended
March 31 December 31 September 30 June 30 March 31
(Dollars in millions, except per-share 1999 1998 1998 1998 1998
amounts) --------- ------------- ---------------- --------- ---------
<S> <C> <C> <C> <C> <C>
Income and Expense:
Net interest income--tax-equivalent basis.. $2,309 $2,368 $2,402 $2,379 $2,320
Provision for credit losses................ 281 272 345 400 391
Noninterest income......................... 2,590 2,068 1,999 2,088 1,916
Restructuring charges and merger-
related costs.......................... 204 1,049 - 182 -
Operating expense (1)...................... 2,737 2,807 2,539 2,537 2,431
Net income................................. 1,151 226 1,054 895 933
Per Common Share Data:
Net income, basic.......................... $ 0.97 $ 0.19 $ 0.90 $ 0.76 $ 0.80
Net income, diluted........................ 0.96 0.19 0.89 0.75 0.78
Cash dividends declared.................... 0.42 0.38 0.38 0.38 0.38
Book value................................. 17.68 17.31 17.37 16.72 16.26
Balance Sheet:
Loans:
Managed................................ $213,814 $216,391 $203,443 $200,726 $197,067
Reported............................... 154,850 155,398 154,057 160,023 158,387
Deposits................................... 153,699 161,542 148,924 154,507 153,817
Long-term debt (2)......................... 24,988 22,298 22,141 22,248 22,289
Total assets............................... 250,402 261,496 238,658 244,178 240,560
Common stockholders' equity................ 20,870 20,370 20,428 19,575 18,945
Total stockholders' equity................. 21,060 20,560 20,618 19,765 19,235
Performance Ratios:
Return on average assets................... 1.85% 0.37% 1.77% 1.49% 1.59%
Return on common equity.................... 22.9 4.4 20.7 18.6 20.3
Net interest margin:
Managed................................ 5.66 5.67 5.63 5.42 5.51
Reported............................... 4.30 4.40 4.61 4.53 4.54
Efficiency ratio:
Managed................................ 52.1 75.4 50.8 53.4 50.2
Reported............................... 60.0 86.9 57.7 60.9 57.4
Equity Ratios:
Regulatory leverage ratio.................. 8.0 8.0 8.5 8.0 7.9
Risk-based capital:
Tier 1 ratio........................... 8.2 7.9 8.6 8.3 8.3
Total capital ratio.................... 11.7 11.3 12.4 12.3 12.5
Common Stock Data:
Average shares outstanding, basic.......... 1,178 1,175 1,172 1,169 1,165
Average shares outstanding, diluted........ 1,193 1,188 1,188 1,189 1,191
Stock price, quarter-end................... $55.06 $51.06 $42.44 $55.81 $63.25
</TABLE>
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(1) Noninterest expense reduced by restructuring charges and merger-related
costs, including certain integration costs.
(2) Includes trust preferred capital securities.
NOTE: Throughout this report, "the Corporation" and "Bank One" refer to BANK
ONE CORPORATION.
-1-
<PAGE>
BUSINESS SEGMENTS
Highlights
<TABLE>
<CAPTION>
Managed Average
Net Average Common
Income ($MM) ROE Assets ($B) Equity ($B)
----------------------- --------------------- ------------------- -------------------
Three Months Ended March 31 1999 1998 1999 1998 1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Banking................. $ 422 $380 22% 20% $149.9 $139.4 $ 7.8 $ 7.6
Credit Card........................ 304 215 20 17 75.0 64.4 6.3 5.3
Retail Banking..................... 159 151 22 21 31.8 35.9 2.9 2.9
Finance One........................ 122 95 26 23 37.9 32.9 1.9 1.7
Other activities/unallocated....... 39 67 N/A N/A 2.7 2.6 1.5 1.1
------ ------ ---- ---- ------ ------ ------ ------
Total Operating................. 1,046 908 21 20 297.3 275.2 20.4 18.6
Merger-related and unusual items... 105 25 - - - - - -
------ ------ ---- ---- ------ ------ ------ ------
Total Bank One.................. $1,151 $933 23% 20% $297.3 $275.2 $20.4 $18.6
====== ====== ==== ==== ====== ====== ====== ======
Investment Management
(included above)................. $67 $ 48 39% 29% $0.7 $0.7
====== ====== ==== ==== ====== ======
</TABLE>
N/A -- Not applicable.
Business Segment Management
The Corporation manages its lines of business based on risk, return and
growth. 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 superior total returns for
the Corporation.
Description of Methodology
Key elements of the management reporting process include:
o 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.
o Cost Allocation - Costs of support units are fully allocated to the
business lines. Allocation processes will become more standardized in
1999 for these indirect expenses and overhead costs.
o 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 a
AA debt rating. See pages 23-24 for more information on economic
capital.
To the extent practicable, 1998 results were restated to reflect material
changes in management reporting practices.
-2-
<PAGE>
Other Disclosure Issues
More detailed results for the lines of business follow, along with
explanatory comments.
o 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 6 provides more information about the
reconciliation of reported results to operating or managed results.
o 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.
o The "other" category includes noncore business activities, predominantly
investments, as well as unallocated capital and unusual corporate items.
Summary
The results of the first quarter of 1999, compared with those of a year
ago, met or exceeded the growth and return goals for each line of business.
Expense growth was higher than the target for the year, as merger synergy
savings are heavily weighted to the second half of 1999.
Commercial Banking
<TABLE>
<CAPTION>
Three Months Ended March 31
(In millions) 1999 1998
--------------------------------------------------------------------------
<S> <C> <C>
Net interest income (FTE)............. $ 739 $ 702
Provision for credit losses........... 61 32
Noninterest income.................... 659 620
Noninterest expense................... 746 733
Net income............................ 422 380
Return on equity...................... 22% 20%
Efficiency ratio...................... 53% 55%
(In billions)
Average loans......................... $ 79.9 $ 74.1
Average assets........................ 149.9 139.4
Average common equity................. 7.8 7.6
</TABLE>
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FTE--Fully taxable equivalent.
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 first quarter of 1999, net income of $422 million was 11% greater
than a year earlier. Return on equity was 22%, driven by solid growth in loans
and spread income, excellent market-driven revenue, and strong fee increases.
Expenses rose a modest 2%, and provision approached a more normal level of
ongoing credit costs.
The capital allocation of $7.8 billion to Commercial Banking is predicated
on the assessment of inherent business risks. It represents about 10% of total
loans, but also covers other relatively low-risk assets.
-3-
<PAGE>
Consumer Businesses
The Corporation serves a number of different consumer customer 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 early 1999, changes were made in this organizational structure,
reflecting the Corporation's evolving strategy. The financial presentation will
be realigned in the second half of the year, concurrent with the reconfiguration
of internal management systems.
<TABLE>
<CAPTION>
Credit Card Three Months Ended March 31
(In millions) 1999 1998
-------------------------------------------------------------------------------
<S> <C> <C>
Net interest income (FTE).................. $1,824 $1,512
Provision for credit losses................ 851 868
Noninterest income......................... 406 314
Noninterest expense........................ 925 624
Net income................................. 304 215
Return on managed receivables.............. 1.8% 1.5%
Return on equity........................... 20% 17%
Efficiency ratio........................... 41% 34%
Managed net charge-off ratio............... 4.89% 6.05%
(In billions)
Average loans.............................. $69.7 $59.0
Average assets............................. 75.0 64.4
Average common equity...................... 6.3 5.3
</TABLE>
First USA, the world's leading credit card company, earned $304 million for
the first quarter, which is typically a "seasonally low" period for this
business. Nonetheless, these results represented an increase of over 40% from a
year earlier. 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 receivables grew almost $11 billion, or 18% from the first quarter
of 1998, and total revenue rose 22%. At the same time, the provision for credit
losses fell slightly, as the managed net charge-off rate dropped to 4.89% from
6.05% for the first quarter of 1998. Some of this improvement (43 basis points)
resulted from conforming the charge-off policy in this business.
Credit Card expenses increased significantly, reflecting the costs of
adding 2.9 million new accounts in the quarter and of servicing the
substantially higher volume of receivables. Also, marketing costs that were
previously capitalized are now expensed as incurred. This merger-related change
in business practice accounted for the majority of the expense increase.
<TABLE>
<CAPTION>
Retail Banking Three Months Ended March 31
(In millions) 1999 1998
-------------------------------------------------------------------------------
<S> <C> <C>
Net interest income (FTE).................... $ 734 $ 786
Provision for credit losses.................. 40 37
Noninterest income........................... 359 373
Noninterest expense.......................... 816 887
Net income................................... 159 151
Return on equity............................. 22% 21%
Efficiency ratio............................. 75% 77%
(In billions)
Average loans................................ $26.4 $30.9
Average assets............................... 31.8 35.9
Average deposits............................. 89.6 92.3
Average common equity........................ 2.9 2.9
</TABLE>
-4-
<PAGE>
Retail Banking provides financial services to individuals and small
businesses through an extensive banking center network, ATM's, online banking
and other channels. For the first quarter, net income was $159 million. Average
loans were more than $26 billion and deposit levels were nearly $90 billion.
Since the first quarter of 1998, the Corporation has sold 208 banking
centers with approximately $5.4 billion in deposits. A good portion of these
sales related to the completion of the First Commerce and First Chicago NBD
mergers. Adjusted for the impact of these discontinued operations, earnings
growth would have been 10%, which is in line with the fundamental growth
prospects for this business line in its existing form.
The return on equity for Retail Banking remained strong at 22% and
operating efficiency improved from 1998's first quarter.
<TABLE>
<CAPTION>
Finance One Three Months Ended March 31
(In millions) 1999 1998
--------------------------------------------------------------------------------
<S> <C> <C>
Net interest income (FTE).................... $ 357 $ 300
Provision for credit losses.................. 81 81
Noninterest income........................... 105 97
Noninterest expense.......................... 198 168
Net income................................... 122 95
Return on equity............................. 26% 23%
Efficiency ratio............................. 43% 42%
(In billions)
Average loans................................ $37.0 $31.9
Average assets............................... 37.9 32.9
Average common equity........................ 1.9 1.7
</TABLE>
The activities of Finance One include direct and indirect auto financing,
secured consumer finance, mortgage lending, and other forms of secured
financing. For the first quarter of 1999, this business unit produced net income
of $122 million, up more than 28% from 1998's first quarter. Return on equity
reached 26% for the first quarter of 1999.
Contributing to this performance was loan growth of 16%, principally in the
automobile sector. As a result, net interest income and expenses were
significantly higher than a year ago. The quarter's strong return also reflects
the gain on the sale of mortgage servicing rights to Homeside Lending, Inc.
<TABLE>
<CAPTION>
Investment Management Three Months Ended March 31
(In millions) 1999 1998
--------------------------------------------------------------------------------
<S> <C> <C>
Total revenue................................. $ 374 $ 275
Noninterest expense........................... 274 200
Net income.................................... 67 48
Return on equity.............................. 39% 29%
Efficiency ratio.............................. 73% 73%
(In billions)
Assets under management....................... $124.8 $ 94.2
Average common equity......................... 0.7 0.7
(In millions)
Net income attribution:
Commercial.................................... $38 $36
Credit Card................................... 16 -
Retail Banking................................ 13 11
Finance One................................... - 1
</TABLE>
-5-
<PAGE>
Investment Management continues to be a high-growth, high-return business
for the Corporation, serving consumers and commercial customers. Its assets
under management grew substantially to nearly $125 billion for the first quarter
of 1999. Net income increased 40% to $67 million.
<TABLE>
<CAPTION>
Other Activities Corporate/Unallocated
------------------------------------------------
Three Months Ended March 31
(In millions) 1999 1998 1999 1998
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net interest income (FTE).............. $20 $ 8 $(13) $12
Provision for credit losses............ - - (5) (21)
Noninterest income..................... 87 46 9 37
Noninterest expense.................... 39 30 13 (11)
Net income............................. 46 14 (7) 53
(In billions)
Average loans.......................... 0.3 - - -
Average assets......................... 2.7 2.6 - -
Average common equity.................. 0.2 0.3 1.3 0.8
</TABLE>
Net income of $46 million for Other Activities includes higher securities
gains than in the year-ago first quarter. Approximately $1.3 billion of equity
is unassigned to specific business lines.
See Note 7--Operating Segments for additional disclosure regarding the
Corporation's business segments.
EARNINGS ANALYSIS
Introduction
To better understand underlying trends and performance, the Corporation has
excluded restructuring and merger-related costs as well as the effects of
unusual events or transactions, to present financial performance on an
"operating" basis. 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.
-6-
<PAGE>
Summary of Financial Results
The Corporation reported net income of $1.151 billion, or 96 cents per
share, for the first quarter of 1999, up 23% from net income of $933 million, or
78 cents per share, for the first quarter of 1998. The first quarter 1999
results included three unusual items. A gain of $249 million pretax, or 14 cents
per share, resulted from the merger-related sale of 51 banking centers in
Indiana. Ongoing merger-related and restructuring costs totaled $204 million
pretax, or 12 cents per share. The net effect of these two merger-related items
was a positive impact of $45 million, or 2 cents per share. Additionally,
Concord EFS, Inc. acquired Electronic Payment Services, Inc. (EPS), which
resulted in a pretax gain of $111 million, or 6 cents per share, on the
Corporation's investment in EPS.
The following table summarizes key financial lines and ratios on a reported
basis for the periods presented.
<TABLE>
<CAPTION>
Three Months Ended
March 31
(In millions, except per-share data) 1999 1998 Change
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net interest income--tax-equivalent basis.... $2,309 $2,320 N/M%
Provision for credit losses.................. 281 391 (28)
Noninterest income........................... 2,590 1,916 35
Noninterest expense.......................... 2,941 2,431 21
Net income................................... 1,151 933 23
Earnings per share
Basic.................................... 0.97 0.80 21
Diluted.................................. 0.96 0.78 23
Return on assets............................. 1.85% 1.59%
Return on common equity...................... 22.9 20.3
Net interest margin.......................... 4.30 4.54
Efficiency ratio............................. 60.0 57.4
</TABLE>
- --------
N/M--Not meaningful.
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:
o To reflect securitized credit card receivables as on-balance-sheet loans;
o To exclude the pretax gain of $249 million from the required Indiana banking
center divestitures completed in the first quarter of 1999;
o To exclude restructuring and merger-related costs associated with the BANC
ONE/FCN Merger, which totaled $204 million (pretax) in the first quarter of
1999;
o To exclude the pretax gain of $111 million on the Corporation's investment in
EPS.
o To exclude gains generated in 1998 from the sale of banking centers associated
with the Retail Delivery Initiative totaling $35 million, on a pretax basis.
-7-
<PAGE>
The following table reconciles reported results with operating results for the
periods presented.
<TABLE>
<CAPTION>
Three Months Ended
March 31
1999 1998
----------------------- ----------------------
Net EPS, Net EPS,
(In millions, except per-share data) Income diluted Income diluted
- ------------------------------------------------------------------- ----------------------
<S> <C> <C> <C> <C>
Reported.................................. $1,151 $0.96 $933 $0.78
Restructuring and merger-related costs.... 138 0.12 - -
Indiana divestitures...................... (168) (0.14) - -
Concord/EPS gain.......................... (75) (0.06) - -
Gains from Retail Delivery Initiative..... - - (25) (0.02)
------ ----- ---- -----
Operating................................. $1,046 $0.88 $908 $0.76
====== ===== ==== =====
</TABLE>
A more detailed discussion of restructuring and merger-related costs and other
charges begins on page 12.
Summary of Operating Results on a Managed Basis
Operating earnings for the 1999 first quarter were $1.046 billion, up 15%
from a year ago. Operating earnings were 88 cents per share for the first
quarter of 1999, up 16% from 76 cents for the first quarter of 1998. The
following table summarizes the key financial lines from an operating perspective
on a managed basis.
<TABLE>
<CAPTION>
Three Months Ended
March 31
(In millions, except per-share data) 1999 1998 Change
------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net interest income--tax-equivalent basis... $3,661 $3,320 10%
Provision for credit losses................ 1,028 997 3
Noninterest income......................... 1,625 1,487 9
Noninterest expense........................ 2,737 2,431 13
Net income................................. 1,046 908 15
Earnings per share
Basic.................................... 0.89 0.78 14
Diluted.................................. 0.88 0.76 16
Return on assets........................... 1.43% 1.34%
Return on common equity.................... 20.8 19.7
Net interest margin........................ 5.66 5.51
Efficiency ratio........................... 51.8 50.6
</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.
-8-
<PAGE>
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
March 31
(In millions) 1999 1998 Change
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Managed
Net interest income--tax-equivalent basis.... $ 3,661 $ 3,320 10%
Average earning assets....................... 262,283 244,387 7
Net interest margin.......................... 5.66% 5.51%
Reported
Net interest income--tax-equivalent basis.... $ 2,309 $ 2,320 N/M
Average earning assets....................... 217,909 207,243 5
Net interest margin.......................... 4.30% 4.54%
</TABLE>
Managed net interest income was $3.661 billion, up 10% from that of 1998's
first quarter. Managed net interest margin was 5.66%, up 15 basis points from
5.51% a year ago.
o Average managed credit card loans in the 1999 first quarter were
$69.1 billion, up 18% from the 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.
o Average consumer loans, excluding credit card loans, were down
slightly from the year-ago volume. This decline reflected planned
run-off in residential mortgages, along with some portfolio sales
that were only partially offset by the growth in other types of
consumer loans, including home-equity loans.
o Average commercial loan volume increased 9% from the year-earlier
period, reflecting underlying growth, as well as loan demand
resulting from market liquidity conditions that developed in the
latter half of 1998.
Assuming a stable interest rate environment, anticipated growth in the
Corporation's higher-margin consumer and credit card businesses is expected to
support a stable net interest margin in the near term.
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. For the first quarter of 1999, operating noninterest
income excludes the $249 million gain on the required divestiture of 51 Indiana
banking centers and a $111 million gain on the Corporation's investment in EPS.
First quarter 1998 operating noninterest income excludes $35 million in gains
from banking center sales associated with the Retail Delivery Initiative.
-9-
<PAGE>
On an operating basis, managed noninterest income increased 9% from the
first quarter of 1998.
<TABLE>
<CAPTION>
Three Months Ended
March 31
(Dollars in millions) 1999 1998 Change
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Trading profits........................................ $ 67 $ 60 12%
Equity securities gains................................ 96 72 33
Investment securities gains............................ 52 33 58
-------- ------- ----
Market-driven revenue............................. 215 165 30
Credit card revenue (1)................................ 347 307 13
Fiduciary and investment management fees............... 179 198 (10)
Service charges on deposits............................ 307 304 1
Other service charges and commissions.................. 383 356 8
-------- ------- -----
Managed fee-based revenue......................... 1,216 1,165 4
Other.................................................. 194 157 24
-------- -------- ----
Managed noninterest income--operating basis........ 1,625 1,487 9
Gain--Indiana divestiture............................... 249 - N/M
Gain--Concord/EPS....................................... 111 - N/M
Gains--Retail Delivery Initiative....................... - 35 N/M
-------- -------- ----
Managed noninterest income--reported basis......... $1,985 $1,522 30%
======== ======== =====
</TABLE>
- ------------
(1) Net credit card servicing revenue totaled $605 million in 1999 and $394
million in 1998. N/M--Not meaningful.
Market-Driven Revenue
- ---------------------
Market-driven revenue for the first quarter of 1999 reflected higher levels
of trading profits and securities gains. 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 growth.
Trading profits increased to $67 million, compared with $60 million in the
first quarter of 1998. Derivatives trading made the strongest contribution to
trading profits in the first quarter of 1999. Equity securities gains increased
33%, compared with the first quarter of 1998. These gains were not concentrated,
but reflected value improvements across the Corporation's equity investment
portfolio. Active management of the Corporation's investment debt securities
portfolio generated gains of $52 million, compared with $33 million in the
year-earlier quarter.
Managed Fee-Based Revenue
- -------------------------
Managed fee-based revenue of $1.216 billion for the first quarter of 1999
increased 4%, compared with the year-ago quarter. Adjusted for the impact of the
reclassification of shareholder services revenue described below, fee-based
revenue increased 6% in the first quarter of 1999.
Credit card fees increased to $347 million for the first quarter of 1999,
from $307 million for the first quarter of 1998. This improvement reflects the
growth in the managed credit card portfolio and increased transaction activity.
Net gains from the securitization of credit card receivables were $24 million in
the first quarter of 1999, essentially unchanged from year-ago levels. Average
managed credit card loans were $69.1 billion in the 1999 first quarter. This
compares with average managed receivables of $58.5 billion in the year-earlier
period.
Fiduciary and investment management fees for the first quarter of 1999
decreased $19 million, to $179 million, compared with the first quarter of 1998.
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 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 5% from a
year ago.
-10-
<PAGE>
Service charges on deposit accounts for the first quarter of 1999 were
essentially flat with the year-earlier quarter. Improved revenue from cash
management products was essentially offset by declines in other deposit product
fees.
Other service charges and commissions rose 8%. Strong residential mortgage
refinancing activity and retail product fees contributed to this year-over-year
improvement.
On an operating basis, other noninterest income totaled $194 million in
1999, compared with $157 million in 1998. Increased gains on the sale of loans
and mortgage servicing rights contributed to much of the year-over-year
improvement.
Noninterest Expense
On an operating basis, noninterest expense for the first quarter of 1999
increased 13% over the first-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 increased 3%, compared
with the first quarter of 1998.
<TABLE>
<CAPTION>
Three Months Ended
March 31
(Dollars in millions) 1999 1998 Change
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Salaries and employee benefits
Salaries............................................... $ 961 $ 909 6%
Employee benefits...................................... 186 198 (6)
------- ------- ----
Total salaries and employee benefits............... 1,147 1,107 4
Net occupancy and equipment expense....................... 227 202 12
Depreciation and amortization............................. 175 166 5
Outside service fees and processing....................... 406 273 49
Marketing and development................................. 315 199 58
Communication and transportation.......................... 200 185 8
Other...................................................... 307 299 3
Less: Merger-related integration included above.......... (40) - N/M
------- ------- ----
Noninterest expense--operating basis....................... 2,737 2,431 13
Merger-related and restructuring costs.................... 204 - N/M
------- ------- ----
Noninterest expense--reported basis........................ $2,941 $2,431 21%
======= ======= ====
</TABLE>
- --------
N/M = Not meaningful.
Salaries and benefits costs increased 4% to $1.147 billion in the first
quarter of 1999, compared with $1.107 billion a year earlier, resulting from
continued staff increases to support growth in certain business units. The
decline in the cost of employee benefits primarily reflected adjustments
required in conforming and combining certain benefit programs.
Occupancy and equipment expense was up $25 million, compared with the first
quarter of 1998. The increase in this expense category reflected the growth in
production facilities and equipment costs in certain businesses.
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 $30 million in the first quarter of 1999,
compared with $32 million in the first quarter of 1998. See "Year 2000 Readiness
Disclosure" on pages 22-23.
-11-
<PAGE>
Marketing and development costs increased 58% in the first quarter of 1999,
compared with the first quarter of 1998. Credit card marketing efforts resulted
in the addition of 2.9 million accounts in the quarter, up from 2.3 million new
accounts added in the first quarter of 1998. In addition, credit card account
sourcing costs that were previously capitalized are now being expensed as
incurred, due to a change in business practice.
Applicable Income Taxes
<TABLE>
<CAPTION>
Three Months Ended
March 31
(Dollars in millions) 1999 1998
- --------------------------------------------------------------------------------------
<S> <C> <C>
Income before income taxes.......................... $1,648 $1,383
Applicable income taxes............................. 497 450
Effective tax rates................................. 30.2% 32.5%
</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 $1.25 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. Gains on the required Indiana banking center
divestitures totaled approximately $249 million in the first quarter of 1999.
Merger-related costs totaled $204 million ($138 million after-tax), or 12 cents
per share, 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 $311 million of merger-related costs is expected to be incurred
during 1999.
First-quarter 1999 merger-related costs of $204 million included $157
million related to the accounting consequences of changes in business practices.
Of this total, $116 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 $47
million of business and systems integration costs. Additional costs, totaling
approximately $311 million, are estimated to be incurred during 1999.
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 assurances as to the achievement of such business and
financial goals, 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 its 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.
-12-
<PAGE>
During the first quarter of 1999, merger synergy cost savings totaled $50
million. Approximately half of the $930 million of merger expense savings are
expected to be achieved in 1999, primarily in the second half of the year. The
targeted revenue enhancements are on track and have been included as achieved in
ongoing results.
Merger integration achievements in the quarter included:
o Divested 51 Indiana banking centers, with $1.9 billion in deposits.
o 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.
o Accomplished approximately half of the planned headcount reduction as of
March 31, 1999.
RISK MANAGEMENT
The Corporation's various business activities generate liquidity, market
and credit risks.
o Liquidity risk is the possibility of being unable to meet all current and
future financial obligations in a timely manner.
o Market risk is the possibility that changes in future market rates or prices
will make the Corporation's positions less valuable.
o 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 23.
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:
o Cash financial instruments, which are generally characterized as on-balance-
sheet transactions, and include loans, bonds, stocks and deposits.
o Credit-related financial instruments, which include such instruments as
commitments to extend credit and standby letters of credit.
o 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.
-13-
<PAGE>
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 29, presents data on cash
and cash equivalents provided and used in operating, investing and financing
activities.
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 March 31, 1999, the Corporation and its principal banks had the
following long- and short-term debt ratings.
Credit Ratings
<TABLE>
<CAPTION> Senior
March 31, 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 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.
Deposits and Other Purchased Funds
<TABLE>
<CAPTION>
March 31 December 31 September 30 June 30 March 31
(In millions) 1999 1998 1998 1998 1998
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Domestic offices
Demand................................. $ 35,110 $ 39,854 $ 34,757 $ 38,551 $ 36,706
Savings................................ 63,378 62,645 58,813 59,542 60,561
Time
Under $100,000...................... 23,197 24,483 25,464 26,407 27,599
$100,000 and over................... 11,647 11,819 11,230 11,480 12,117
Foreign offices............................. 20,367 22,741 18,660 18,527 16,834
---------- ---------- --------- --------- ---------
Total deposits................ 153,699 161,542 148,924 154,507 153,817
Federal funds purchased and securities
under repurchase agreements............... 20,111 23,164 20,619 19,088 19,818
Commercial paper............................ 3,595 2,113 1,375 1,848 2,488
Other short-term borrowings................. 13,185 14,824 11,848 13,920 11,591
Long-term debt (1).......................... 24,988 22,298 22,141 22,248 22,289
---------- ---------- ---------- ---------- ----------
Total other purchased funds... 61,879 62,399 55,983 57,104 56,186
---------- ---------- ---------- ---------- ----------
Total......................... $ 215,578 $ 223,941 $ 204,907 $ 211,611 $210,003
========== ========== ========== ========== ========
</TABLE>
- ------
(1) Includes trust preferred capital securities.
-14-
<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 March 31, 1999.
Value-At-Risk
<TABLE>
<CAPTION>
March 31
(In millions) 1999
------------
<S> <C>
Risk Type
Interest rate....................... $26
Exchange rate....................... 2
Equity.............................. 1
Commodity........................... -
Diversification benefit............. (3)
---
Aggregate portfolio market risk........ $26
===
</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.
-15-
<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 the 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 or 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>
March 31, 1999...................................... 1.2% (1.4)%
=== =====
</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.
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 March 31, 1999,
the notional value of ALM interest rate swaps totaled $20.9 billion, including
$11.1 billion against specific transactions and $9.8 billion against specific
pools of assets or liabilities.
-16-
<PAGE>
Asset and Liability Management Derivatives - Notional Principal
<TABLE>
<CAPTION>
Receive Fixed Pay Fixed Basis
Pay Floating Receive Floating Swaps
(In millions) ---------------- ---------------- ---------------- Total
March 31, 1999 Specific Pool Specific Pool Specific Pool Swaps
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Swaps associated with:
Loans........................................ $ - 4,539 470 2,580 - 400 7,989
Investment securities........................ 239 - 871 - 143 - 1,253
Deposits..................................... 20 1,986 - - - - 2,006
Funds borrowed (including long-term debt).... 8,849 - 360 100 100 230 9,639
------ ----- ----- ----- --- --- ------
Total.................................... $9,108 6,525 1,701 2,680 243 630 20,887
====== ===== ===== ===== === === ======
</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 March 31, 1999, are summarized below.
For generic swaps, the maturities are contractual. In the table below, the
variable interest rates--which generally are the prime rate, federal funds rate
or the one-month, three-month and six-month London interbank offered rates
("LIBOR") in effect on the date of repricing--are assumed to remain constant.
However, interest rates will change and consequently will affect the related
weighted average information presented in the table.
<TABLE>
<CAPTION>
Asset and Liability Management Swaps--Maturities and Rates
March 31, 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............... $5,939 $2,685 $1,075 $1,025 $1,309 $3,600 $15,633
Weighted average
Receive rate................ 6.34% 5.82% 6.14% 6.59% 6.08% 6.61% 6.30%
Pay rate.................... 5.13% 5.08% 5.07% 5.08% 5.08% 5.09% 5.10%
Pay fixed/receive floating swaps
Notional amount............... $1,483 $1,436 $ 197 $ 474 $ 265 $ 526 $ 4,381
Weighted average
Receive rate................ 5.08% 5.08% 5.08% 5.06% 5.12% 5.04% 5.08%
Pay rate.................... 7.89% 6.15% 6.26% 6.31% 7.57% 6.24% 6.86%
Basis swaps
Notional amount.............. $ 630 $ 50 $ 50 $ - $ - $ 143 $ 873
------ ------ ------ ------ ------ ------ -------
Total notional amount............ $8,052 $4,171 $1,322 $1,499 $1,574 $4,269 $20,887
====== ====== ====== ====== ====== ====== =======
</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.
-17-
<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 22 for more details.
Selected Statistical Information
<TABLE>
<CAPTION>
March 31 December 31 September 30 June 30 March 31
(Dollars in millions) 1999 1998 1998 1998 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
At period-end
Loans outstanding......................... $154,850 $155,398 $154,057 $160,023 $158,387
Nonperforming loans....................... 1,031 729 718 640 725
Other nonperforming assets, including
other real estate owned................. 117 90 87 70 63
Nonperforming assets...................... 1,148 819 805 710 788
Allowance for credit losses............... 2,270 2,271 2,751 2,752 2,794
Nonperforming assets/related assets....... 0.74% 0.53% 0.52% 0.44% 0.50%
Allowance for credit losses/loans
outstanding............................ 1.47 1.46 1.79 1.72 1.76
Allowance for credit losses/
nonperforming loans..................... 220 312 383 430 385
For the three months ended
Average loans............................. $153,271 $149,146 $154,466 $158,207 $158,091
Net charge-offs........................... 281 297 345 442 414
Net charge-offs/average loans............. 0.73% 0.80% 0.89% 1.12% 1.05%
</TABLE>
For analytical purposes, the Corporation's portfolio is divided into
commercial, consumer and credit card segments.
<TABLE>
<CAPTION>
Loan Composition
March 31 December 31 September 30 June 30 March 31
(In millions) 1999 1998 1998 1998 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial
Domestic
Commercial................... $52,208 $53,362 $48,591 $51,651 $49,495
Real estate
Construction............... 5,172 5,108 5,383 4,937 4,927
Other...................... 17,927 17,787 17,082 17,000 17,019
Lease financing.............. 6,101 6,236 5,691 4,514 4,457
Foreign......................... 6,173 5,945 5,148 5,177 5,254
------- ------- ------- ------- -------
Total commercial......... 87,581 88,438 81,895 83,279 81,152
Consumer
Residential real estate...... 12,784 12,215 12,652 14,653 14,725
Home equity.................. 13,159 13,589 12,588 13,168 13,048
Automotive (1)............... 20,942 20,634 19,684 19,368 18,455
Student...................... 2,942 3,129 2,833 3,155 3,378
Other........................ 8,042 8,359 8,622 8,393 8,567
------- ------- ------- ------- -------
Total consumer........... 57,869 57,926 56,379 58,737 58,173
Credit card (2)..................... 9,400 9,034 15,783 18,007 19,062
------- ------- ------- ------- -------
Total.................... $154,850 $155,398 $154,057 $160,023 $158,387
======== ======== ======== ======== ========
</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
$14.7 billion at March 31, 1999, and $16.7 billion at year-end 1998.
-18-
<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
March 31 December 31 September 30 June 30 March 31
(In millions) 1999 1998 1998 1998 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, beginning of period............... $2,271 $2,751 $2,752 $2,794 $2,817
Provision for credit losses................ 281 272 345 400 391
Charge-offs
Commercial.............................. 83 103 64 103 52
Consumer................................ 172 147 141 147 166
Credit card............................. 112 127 238 310 347
------ ------ ------ ------ ------
Total charge-offs................. 367 377 443 560 565
Recoveries
Commercial.............................. 20 23 21 23 33
Consumer................................ 52 43 43 52 50
Credit card............................. 14 14 34 43 68
------ ------ ------ ------ ------
Total recoveries.................. 86 80 98 118 151
Net charge-offs............................ 281 297 345 442 414
Other...................................... (1) (455) (1) - -
------ ------ ------ ------ ------
Balance, end of period..................... $2,270 $2,271 $2,751 $2,752 $2,794
====== ====== ====== ====== ======
</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.
Nonperforming Assets
At March 31, 1999, nonperforming assets totaled $1.148 billion, compared
with $819 million at year-end 1998. Nonperforming assets at March 31, 1999,
included $1.031 billion of nonperforming loans and $117 million of other
nonperforming assets, including other real estate owned. See page 21 for
additional information.
<TABLE>
<CAPTION>
March 31 December 31 September 30 June 30 March 31
(Dollars in millions) 1999 1998 1998 1998 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nonaccrual loans.......................... $1,031 $729 $718 $640 $725
Accrual renegotiated loans................ - - - - -
------ ----- ----- ----- -----
Total nonperforming loans........ 1,031 729 718 640 725
Other, including other real estate owned.. 117 90 87 70 63
------ ----- ----- ----- -----
Total nonperforming assets....... $1,148 $819 $805 $710 $788
====== ===== ===== ===== =====
Nonperforming assets/related assets....... 0.74% 0.53% 0.52% 0.44% 0.50%
====== ===== ===== ===== =====
</TABLE>
-19-
<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 $126.2 billion at March 31, 1999.
Consumer and Credit Card Loans
<TABLE>
<CAPTION>
March 31 December 31 September 30 June 30 March 31
(In millions) 1999 1998 1998 1998 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Credit card (1)............................. $ 9,400 $ 9,034 $ 15,783 $ 18,007 $ 19,062
Residential real estate..................... 12,784 12,215 12,652 14,653 14,725
Home equity................................. 13,159 13,589 12,588 13,168 13,048
Automotive (2).............................. 20,942 20,634 19,684 19,368 18,455
Student..................................... 2,942 3,129 2,833 3,155 3,378
Other consumer ............................. 8,042 8,359 8,622 8,393 8,567
-------- -------- -------- -------- --------
Total owned........................... 67,269 66,960 72,162 76,744 77,235
Securitized credit card..................... 58,964 60,993 49,386 40,703 38,680
-------- -------- -------- -------- --------
Total managed.......................... $126,233 $127,953 $121,548 $117,447 $115,915
======== ======== ======== ======== ========
Managed credit card......................... $68,364 $70,027 $65,169 $58,710 $57,742
======== ======== ======== ======== ========
</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
$14.7 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
based on historical loss rates, delinquency trends and other relevant risk
factors.
<TABLE>
<CAPTION>
Managed Credit Card Receivables Three Months Ended
March 31 December 31 September 30 June 30 March 31
(Dollars in millions) 1999 1998 1998 1998 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average balances
Credit card loans (1).................. $ 9,036 $ 7,865 $15,578 $18,573 $20,633
Securitized credit card receivables.... 60,108 58,325 43,512 39,660 37,911
------- ------- ------- ------- -------
Total average managed
credit card receivables............ $69,144 $66,190 $59,090 $58,233 $58,544
======= ======= ======= ======= =======
Total net charge-offs (including
securitizations)....................... $845 $792 $802 $890 $885
==== ==== ==== ==== ====
Net charge-offs/average total
managed receivables.................... 4.89% 4.79% 5.43% 6.11% 6.05%
Credit card delinquency rate at period end
30 or more days........................ 4.51 4.47 4.50 4.34 4.82
90 or more days........................ 2.06 1.98 1.90 1.97 2.19
</TABLE>
- -------
(1) The Corporation's certificated retained interest averaged $15.7 billion
for the first quarter of 1999 and $14.3 billion for the fourth quarter of
1998.
-20-
<PAGE>
Managed credit card receivables (i.e., those held in the portfolio and
those sold to investors through securitization) were $68.4 billion at March 31,
1999, down from a seasonal high of $70.0 billion at year-end 1998.
The managed credit card net charge-off rate dropped to 4.89%, from 6.05% in
the first quarter of 1998. Some of the improvement (43 basis points) resulted
from a conformance in the charge-off policy. Without conforming such practices,
the first quarter 1999 charge-off ratio would have been 5.32%, compared with
5.42% in the fourth quarter of 1998. The 30- and 90-day delinquency rates at
March 31, 1999, increased slightly from those of December 31, 1998.
For 1999, credit card performance is expected to remain stable or improve
modestly. Debt-service burdens have eased following the decline in interest
rates during 1998 and continued real wage growth. The growth rate of personal
bankruptcies slowed in 1998 and declined slightly in the first quarter of 1999,
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
March 31 December 31 September 30 June 30 March 31
(Dollars in millions) 1999 1998 1998 1998 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average balances..................... $57,177 $56,263 $57,633 $57,207 $57,734
Total net charge-offs................ 120 104 98 95 116
Net charge-offs/average balances..... 0.84% 0.74% 0.68% 0.66% 0.80%
</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 increased to 0.84% for the
first quarter of 1999, from 0.74% for the fourth quarter of 1998, reflecting a
normal seasonal increase. 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 decreased to $87.6 billion at March 31, 1999, from $88.4
billion at December 31, 1998. Commercial net charge-offs decreased to $63
million, or 0.29% of average loans, in the first quarter of 1999, compared with
$80 million, or 0.38%, in the fourth quarter of 1998.
Nonperforming commercial assets increased $329 million to $1.148 billion at
March 31, 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.
Each quarter, the Corporation conducts an asset-by-asset review of
significant lower-rated credit or country exposure. Potential losses are
identified during this review, and reserves are adjusted accordingly.
Commercial Real Estate
Commercial real estate consists primarily of loans secured by real estate
as well as certain loans that are real estate-related. A loan is categorized as
real estate-related when 80% or more of the borrower's revenues are derived from
real estate activities and the loan is not collateralized by cash or marketable
securities.
At March 31, 1999, commercial real estate loans totaled $23.1 billion, or
26% of commercial loans, essentially unchanged from year-end 1998.
-21-
<PAGE>
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 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 $64 million in the first
quarter of 1999 and lower by $19 million in the first quarter of 1998.
Deferred gains, net of deferred losses, on interest rate swaps terminated
early or dedesignated as ALM derivatives totaled $276 million as of March 31,
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 $64 million in 1999, $80 million in 2000, $58 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 18.
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>
March 31 December 31
(In millions) 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gross replacement cost................................................................ $21,091 $25,411
Less: Adjustment due to master netting agreements.................................. (16,430) (17,692)
-------- --------
Current credit exposure............................................................... 4,661 7,719
Less: Unrecognized net gains due to nontrading activity............................ (151) (765)
-------- --------
Balance sheet exposure................................................................ $ 4,510 $ 6,954
======== ========
</TABLE>
Current credit exposure represents the total loss that the Corporation
would have suffered had every counterparty been in default on those dates. These
amounts are reduced by the unrealized and unrecognized gains on derivatives used
in asset and liability management activities to arrive at the balance sheet
exposure.
YEAR 2000 READINESS DISCLOSURE
The Corporation continues to execute project plans established by its
predecessor companies to assure Year 2000 readiness. Total project costs are
estimated to reach $350 million over the life of the project. Year 2000 costs
incurred through March 31, 1999, were approximately $265 million, with $30
million incurred during the first quarter of 1999.
-22-
<PAGE>
The inventory and assessment phase has been completed for all information
and non-information technology. At March 31, 1999, 91% of the Corporation's
affected information technology applications were tested and returned to
production. The Corporation expects that all information technology
applications, systems and equipment will be Year 2000 compliant by mid-1999.
Ongoing facilities and equipment improvements are expected to result in Year
2000 readiness for non-information systems technology by mid-1999.
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.
Detailed contingency plans exist for critical business system applications
to mitigate potential problems or delays associated with systems replacements or
vendor delivery dates. 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
1999.
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:
o generate attractive returns to enhance shareholder value;
o maintain a capital base commensurate with overall risk profile;
o maintain strong capital ratios relative to peers; and
o meet or exceed all regulatory guidelines.
In conjunction with the annual financial planning process, a capital plan
is established to ensure that the Corporation and all of its subsidiaries have
capital structures consistent with prudent management principles and regulatory
requirements.
Economic Capital
An important aspect of risk management and performance measurement is the
ability to evaluate the risk and return of a business unit, product or customer
consistently across all lines of business. Accordingly, the Corporation is
developing 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:
o An equal amount of capital will be assigned for each measured unit of risk.
o 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.
o 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.
-23-
<PAGE>
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
March 31 December 31 September 30 June 30 March 31 Corporate Regulatory
1999 1998 1998 1998 1998 Targets Guidelines
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Risk-based capital ratios (1)
Tier 1....................... 8.2% 7.9% 8.6% 8.3% 8.3% - 6.0%
Total........................ 11.7 11.3 12.4 12.3 12.5 - 10.0
Leverage ratio (1)(2)............. 8.0 8.0 8.5 8.0 7.9 - 3.0
Tangible common equity/
tangible managed assets......... 6.3 5.8 6.5 6.4 6.2 5 - 7% -
Double leverage ratio (1)......... 107 108 104 106 104 less than or
equal to 120% -
Dividend payout ratio............. 44 200 42 56 48 35- 40% -
Common equity/total assets ....... 8.3 7.8 8.6 8.0 7.9 - -
Tangible common equity ratio ..... 7.4 6.8 7.7 7.4 7.2 - -
Stockholders' equity/total assets. 8.4 7.9 8.6 8.1 8.0 - -
</TABLE>
- -----------
(1) Includes trust preferred capital securities.
(2) Minimum regulatory guideline is 3.0%.
The components of the Corporation's regulatory risk-based capital and
risk-weighted assets are shown below:
<TABLE>
<CAPTION>
March 31 December 31 March 31
(In millions) 1999 1998 1998
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Regulatory risk-based capital
Tier 1 capital........................... $ 20,148 $ 19,495 $ 18,677
Tier 2 capital........................... 8,563 8,295 9,361
-------- -------- --------
Total capital........................ $ 28,711 $ 27,790 $ 28,038
======== ======== ========
Total risk-weighted assets............... $246,097 $244,473 $224,569
======== ======== ========
</TABLE>
-24-
<PAGE>
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
March 31 December 31 March 31
(In millions) 1999 1998 1998
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goodwill........................................... $1,048 $1,075 $1,095
Other nonqualifying intangibles.................... 691 637 138
------ ------ ------
Subtotal....................................... 1,739 1,712 1,233
Qualifying intangibles............................. 716 984 562
------ ------ ------
Total intangibles.............................. $2,455 $2,696 $1,795
====== ====== ======
</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 March 31, 1999, and 108% at December 31, 1998. Trust Preferred Capital
Securities of $1.003 billion were included in capital for purposes of this
calculation.
Other Capital Activities
During the first quarter of 1999, the Corporation strengthened its capital
position through the issuance of $350 million of subordinated debt.
-25-
<PAGE>
CONSOLIDATED BALANCE SHEET
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
March 31 December 31 March 31
(Dollars in millions) 1999 1998 1998
------------ ------------ ------------
<S> <C> <C> <C>
Assets
Cash and due from banks........................................................ $ 13,854 $ 19,878 $ 15,142
Interest-bearing due from banks................................................. 4,130 4,642 5,167
Federal funds sold and securities under resale agreements....................... 9,209 9,862 9,121
Trading assets.................................................................. 5,660 5,345 5,250
Derivative product assets....................................................... 4,510 6,954 4,373
Investment securities (fair value--$44,565 , $44,852, $31,400, respectively).... 44,565 44,852 31,388
Loans (net of unearned income--$3,826, $3,707, $3,026, respectively)
Commercial............................................................... 87,581 88,438 81,152
Consumer................................................................. 57,869 57,926 58,173
Credit card.............................................................. 9,400 9,034 19,062
Allowance for credit losses..................................................... (2,270) (2,271) (2,794)
--------- --------- ---------
Loans, net............................................................... 152,580 153,127 155,593
Bank premises and equipment, net................................................ 3,235 3,340 3,454
Customers' acceptance liability................................................. 354 333 595
Other........................................................................... 12,305 13,163 10,477
--------- --------- ---------
Total assets.................................................. $250,402 $261,496 $240,560
========= ========= =========
Liabilities
Deposits
Demand................................................................... $ 35,110 $ 39,854 $ 36,706
Savings.................................................................. 63,378 62,645 60,561
Time..................................................................... 34,844 36,302 39,716
Foreign offices.......................................................... 20,367 22,741 16,834
--------- --------- ---------
Total deposits................................................ 153,699 161,542 153,817
Federal funds purchased and securities under repurchase agreements.............. 20,111 23,164 19,818
Other short-term borrowings..................................................... 16,780 16,937 14,079
Long-term debt.................................................................. 23,985 21,295 21,286
Guaranteed preferred beneficial interest in the Corporation's junior subordinated 1,003 1,003 1,003
debt............................................................................
Acceptances outstanding......................................................... 354 333 595
Derivative product liabilities.................................................. 4,772 7,147 4,143
Other liabilities............................................................... 8,638 9,515 6,584
--------- --------- ---------
Total liabilities............................................. 229,342 240,936 221,325
Stockholders' Equity
Preferred stock................................................................. 190 190 290
Common stock - $0.01 par value.................................................. 12 12 12
Number of common shares (in thousands): 3/31/99 12/31/98 3/31/98
------- -------- -------
Authorized............................ 2,500,000 2,500,000 2,500,000
Issued................................ 1,180,473 1,179,297 1,221,250
Outstanding........................... 1,180,473 1,177,310 1,165,147
Surplus......................................................................... 10,734 10,769 12,583
Retained earnings............................................................... 10,179 9,528 8,602
Accumulated other adjustments to stockholders' equity........................... 96 239 208
Deferred compensation........................................................... (151) (94) (162)
Treasury stock at cost, -0-; 1,987,000; and 56,103,000 shares, respectively..... - (84) (2,298)
--------- --------- ---------
Total stockholders' equity.................................... 21,060 20,560 19,235
--------- --------- ---------
Total liabilities and stockholders' equity.................... $250,402 $261,496 $240,560
========= ========= =========
</TABLE>
-26-
<PAGE>
CONSOLIDATED INCOME STATEMENT
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Three Months Ended
March 31 March 31
(In millions, except per-share data) 1999 1998
------------ -----------
<S> <C> <C>
Interest Income
Loans, including fees............................................................ $3,192 $3,640
Bank balances.................................................................... 57 101
Federal funds sold and securities under resale agreements........................ 106 100
Trading assets................................................................... 96 92
Investment securities--taxable.................................................... 699 380
Investment securities--tax-exempt................................................. 46 41
-------- --------
Total................................................................... 4,196 4,354
Interest Expense
Deposits......................................................................... 1,122 1,257
Federal funds purchased and securities under repurchase agreements............... 246 282
Other short-term borrowings...................................................... 198 173
Long-term debt................................................................... 350 353
-------- --------
Total................................................................... 1,916 2,065
Net Interest Income.............................................................. 2,280 2,289
Provision for credit losses...................................................... 281 391
-------- --------
Net Interest Income after Provision for Credit Losses............................ 1,999 1,898
Noninterest Income
Trading profits.................................................................. 67 60
Equity securities gains.......................................................... 96 72
Investment securities gains...................................................... 52 33
-------- --------
Market-driven revenue....................................................... 215 165
Credit card revenue.............................................................. 952 701
Fiduciary and investment management fees......................................... 179 198
Service charges and commissions.................................................. 690 660
-------- --------
Fee-based revenue........................................................... 1,821 1,559
Other income..................................................................... 554 192
-------- --------
Total................................................................... 2,590 1,916
Noninterest Expense
Salaries and employee benefits................................................... 1,147 1,107
Net occupancy and equipment expense.............................................. 227 202
Depreciation and amortization.................................................... 175 166
Outside service fees and processing.............................................. 406 273
Marketing and development........................................................ 315 199
Communication and transportation................................................. 200 185
Merger-related and restructuring charges......................................... 164 -
Other............................................................................ 307 299
-------- --------
Total................................................................... 2,941 2,431
Income Before Income Taxes....................................................... 1,648 1,383
Applicable income taxes.......................................................... 497 450
-------- --------
Net Income....................................................................... $ 1,151 $ 933
======== ========
Net Income Attributable to Common Stockholders' Equity........................... $ 1,148 $ 929
======== ========
Earnings Per Share
Basic....................................................................... $0.97 $0.80
Diluted..................................................................... $0.96 $0.78
</TABLE>
-27-
<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.................................. 933 933
Change in fair value, investment securities--
available-for-sale, net of taxes.......... (3) (3)
Translation gain(loss), net of taxes........ 2 2
------ ---- -------
Net income and changes in accumulated other
adjustments to stockholders' equity...... 933 (1) 932
Cash dividends declared
On common stock........................... (244) (244)
On preferred stock........................ (2) (2)
On common stock by pooled affiliates...... (146) (146)
On preferred stock by pooled affiliates... (2) (2)
Conversion of preferred stock............... (36) 36 -
Issuance of stock........................... (54) 82 28
Acquisition of subsidiaries................. 2 2
Purchase of common stock.................... (375) (375)
Awards granted, net of forfeitures and
amortization................................ (19) (19)
Other....................................... 17 - (6) 11
---- --- ------- ------ ---- ----- ------- -------
Balance - March 31, 1998.................... $290 $12 $12,583 $8,602 $208 $(162) $(2,298) $19,235
==== === ======= ====== ==== ===== ======= =======
Balance - December 31, 1998 $190 $12 $10,769 $9,528 $239 $(94) $(84) $20,560
Net income.................................. 1,151 1,151
Change in fair value, investment securities--
available-for-sale, net of taxes.......... (127) (127)
Translation gain(loss), net of taxes........ (16) (16)
------ ---- -------
Net income and changes in accumulated other
adjustments to stockholders' equity....... 1,151 (143) 1,008
Cash dividends declared
On common stock........................... (497) (497)
On preferred stock........................ (3) (3)
Issuance of stock........................... 9 84 93
Awards granted, net of forfeitures and (57) (57)
amortization................................
Other....................................... (44) (44)
---- --- ------- ------- ---- ----- ------- -------
Balance - March 31, 1999................... $190 $12 $10,734 $10,179 $ 96 $(151) $ - $21,060
==== === ======= ======= ==== ===== ======= =======
</TABLE>
-28-
<PAGE>
SUPPLEMENTAL CONSOLIDATED STATEMENT OF CASH FLOWS
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Three Months Ended
March 31
(In millions) 1999 1998
---- ----
<S> <C> <C>
Cash Flows from Operating Activities
Net income................................................................................. $ 1,151 $ 933
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation and amortization......................................................... 175 166
Provision for credit losses........................................................... 281 391
Equity securities gains............................................................... (96) (72)
Securities gains, available for sale.................................................. (52) (33)
Net (increase) decrease in net derivative product balances............................ 69 (236)
Net (increase) in trading assets...................................................... (322) (4)
Net decrease in other assets.......................................................... 769 753
Net increase (decrease) in other liabilities.......................................... (826) 516
Gains on sales of banking centers..................................................... (249) (35)
Other noncash adjustments............................................................. (487) 379
--------- ---------
Net cash provided by operating activities.................................................. 413 2,758
Cash Flows from Investing Activities
Net decrease in federal funds sold and securities under resale agreements.................. 653 47
Securities available for sale:
Purchase............................................................................... (19,751) (8,519)
Maturities............................................................................. 4,977 1,042
Sales.................................................................................. 14,418 4,737
Securities held to maturity:
Maturities............................................................................. - 76
Credit card receivables securitized........................................................ 2,664 -
Net (increase) in loans.................................................................... (1,018) (1,583)
Loan recoveries............................................................................ 86 151
Additions to bank premises and equipment................................................... (127) (196)
Net cash and cash equivalents due to mergers, acquisitions and dispositions................ 510 (617)
All other investing activities, net........................................................ (1,091) (1,149)
--------- ---------
Net cash provided by (used in) investing activities........................................ 1,321 (6,011)
Cash Flows from Financing Activities
Net increase (decrease) in deposits........................................................ (7,232) 837
Net (decrease) in federal funds purchased and securities under repurchase agreements....... (3,053) (528)
Net increase (decrease) in other short-term borrowings..................................... (156) 1,273
Proceeds from issuance of long-term debt................................................... 7,372 6,762
Repayment of long-term debt................................................................ (4,699) (6,279)
Cash dividends paid........................................................................ (451) (390)
Purchase of treasury stock................................................................. - (146)
All other financing activities, net........................................................ 29 (256)
--------- ---------
Net cash provided by (used in) financing activities........................................ (8,190) 1,273
Effect of exchange rate changes on cash and cash equivalents............................... (80) (1)
--------- ---------
Net (decrease) in cash and cash equivalents................................................ (6,536) (1,981)
Cash and cash equivalents at beginning of period........................................... 24,520 22,290
--------- ---------
Cash and cash equivalents at end of period................................................. $17,984 $20,309
========= =========
</TABLE>
-29-
<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 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
March 31
(Dollars in millions, except per-share data) 1999 1998
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Basic
Net income..................................................... $1,151 $933
Preferred stock dividends...................................... (3) (4)
------ -----
Net income attributable to common stockholders' equity......... $1,148 $929
====== =====
Diluted
Net income..................................................... $1,151 $933
Interest on convertible debentures, net of tax................. 1 1
Preferred stock dividends, excluding dividends on convertible
preferred stock............................................... (3) (3)
------ -----
Diluted income available to common stockholders................ $1,149 $931
====== =====
Average shares outstanding......................................... 1,178 1,165
Dilutive Shares
Stock options.................................................. 11 14
Convertible preferred stock.................................... - 5
Convertible debentures......................................... 4 5
Employee stock purchase plan................................... - 2
------ -----
Average shares outstanding assuming full dilution.................. 1,193 1,191
====== =====
Earnings per share:
Basic.......................................................... $0.97 $0.80
===== =====
Diluted........................................................ $0.96 $0.78
===== =====
- --------------------------------------------------------------------------------------------------------
</TABLE>
-30-
<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 is not expected to 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 is required to adopt this Statement on January 1, 2000. The
Corporation is in the process of evaluating the impact of, and developing
implementation strategies to adopt, this new Statement.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." SFAS No. 132 supersedes the
disclosure requirements in SFAS No. 87, "Employers' Accounting for Pensions,"
No. 88, "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," and No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The Corporation
adopted SFAS No. 132 on December 31, 1998. Pension and other postretirement
benefits disclosures have been revised in accordance with SFAS No. 132. The
Statement had no effect on the Corporation's consolidated financial position or
results of operations since it only addresses disclosure requirements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." This Statement requires certain
disclosures about an entity's operating segments in annual and interim financial
reports. It also requires certain related disclosures about products and
services, geographic areas and major customers. The Corporation adopted SFAS No.
131 on December 31, 1998.
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.
-31-
<PAGE>
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.
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. Gains on the required Indiana banking center
divestitures totaled approximately $249 million in the first quarter of 1999.
Merger-related costs totaled $204 million ($138 million after-tax), or 12 cents
per share, 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 $311 million of merger-related costs is expected to be incurred
during 1999.
First-quarter 1999 merger-related costs of $204 million included $157
million related to the accounting consequences of changes in business practices.
Of this total, $116 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 $47
million of business and systems integration costs. Additional costs, totaling
approximately $311 million, are estimated to be incurred during 1999.
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. Approximately half of
the net reduction had been accomplished as of March 31, 1999. 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 3/31/99
------------- ------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Personnel-related..................... $421 $421 $307 $73 $234
Facilities and equipment.............. 135 135 - - -
Other transaction costs............... 80 - - - -
----- ---- ---- --- ----
Total......................... $636 $556 $307 $73 $234
==== ==== ==== === ====
</TABLE>
-32-
<PAGE>
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>
1999
(In millions) Restructuring Initial Reserve Balance Amount Reserve Balance
Charges Reserve 12/31/98 Utilized 3/31/99
------------- ------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Personnel-related................. $ 77 $77 $10 $10 $ -
Facilities and equipment.......... 32 32 19 7 12
Other............................. 18 18 3 - 3
------ ----- ---- ---- ----
Total..................... $127 $127 $32 $17 $15
====== ===== ==== ==== ====
</TABLE>
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--Cash Flow Reporting
- ---------------------------
Loans transferred to other real estate owned totaled $48 million and $55
million in the first three months of 1999 and 1998, respectively.
Note 9--Fair Value of Financial Instruments
- -------------------------------------------
The carrying values and estimated fair values of financial instruments as
of March 31, 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 10--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>
- --------------------------------------------------------------------------------
March 31
(In millions) 1999 1998
- --------------------------------------------------------------------------------
<S> <C> ,C>
Impaired loans with related allowance.................. $1,031 $ 464
Impaired loans with no related allowance (1)........... - 173
------- -----
Total impaired loans................................ $1,031 $ 637
======= =====
Allowance on impaired loans............................ $ 265 $ 85
======= =====
- --------------------------------------------------------------------------------
</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.
-33-
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Three Months Ended
(In millions) March 31
1999 1998
- ---------------------------------------------------------------------------------
<S> <C> <C>
Average impaired loans................................ $791 $609
Interest income recognized on impaired loans.......... 6 6
- ---------------------------------------------------------------------------------
</TABLE>
Note 11--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.
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 $105 million for the first quarter of 1999
and $100 million for the year-ago period, includes trading profits and net
interest income for derivatives and other products.
-34-
<PAGE>
Note 12--Ratio of Earnings to Fixed Charges
- -------------------------------------------
The ratio of earnings to fixed charges for the three months ended March 31,
1999, excluding interest on deposits, was 3.0x 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 13--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
will, from time to time, normally 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
Investment Securities - Available-for-Sale
<TABLE>
<CAPTION>
Gross Unrealized Gross Unrealized Fair Value
March 31, 1999 (In millions) Amortized Cost Gains Losses (Book Value)
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury............................ $ 3,416 $ 32 $ 19 $ 3,429
U.S. government agencies................. 11,587 41 48 11,580
States and political subdivisions........ 1,869 64 1 1,932
Retained interest in securitized credit
card
receivables............................ 15,421 169 375 15,215
Other debt securities.................... 9,884 22 86 9,820
Equity securities (1)(2)................. 2,532 128 71 2,589
------- ---- ---- -------
Total........................... $44,709 $456 $600 $44,565
======= ==== ==== =======
</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 March 31, 1999 Three Months Ended March 31, 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.......... $2,309 $1,352 $3,661 $2,320 $1,000 $3,320
Provision for credit losses.... 281 747 1,028 391 606 997
Noninterest income............. 2,590 (605) 1,985 1,916 (394) 1,522
Noninterest expense............ 2,941 - 2,941 2,431 - 2,431
Net income..................... 1,151 - 1,151 933 - 933
Total average loans............ $153,271 $60,108 $213,379 $158,091 $37,911 $196,002
Total average earning assets... 217,909 44,374 262,283 207,243 37,144 244,387
Total average assets........... 252,922 44,374 297,296 238,038 37,144 275,182
Net interest margin............ 4.30% 12.36% 5.66% 4.54% 10.92% 5.51%
---------------------------------------------------------------------------------------------------------------
</TABLE>
-36-
<PAGE>
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Average Balances/Net Interest Margin/Rates
Three Months Ended March 31, 1999 December 31, 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...................................... $ 14,141 $ 162 4.65% $ 15,871 $ 177 4.42%
Trading assets.............................................. 5,655 96 6.88 5,961 85 5.66
Investment securities
U.S. government and federal agencies.................... 15,365 245 6.47 14,739 243 6.54
States and political subdivisions....................... 2,023 39 7.82 2,086 43 8.18
Other................................................... 27,454 483 7.13 25,608 568 8.80
-------- ------- -------- -------
Total investment securities.......................... 44,842 767 6.94 42,433 854 7.98
Loans (1)
Commercial.............................................. 87,058 1,582 7.37 85,018 1,633 7.62
Consumer................................................ 57,177 1,282 9.09 56,263 1,284 9.05
Credit card............................................. 9,036 336 15.08 7,865 324 16.34
-------- ------- -------- -------
Total loans.......................................... 153,271 3,200 8.47 149,146 3,241 8.62
-------- ------- -------- -------
Total earning assets (2)............................. 217,909 4,225 7.86 213,411 4,357 8.10
Allowance for credit losses................................. (2,324) (2,700)
Other assets................................................ 37,337 32,804
-------- --------
Total assets......................................... $252,922 $243,515
======== ========
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Deposits--interest-bearing
Savings................................................. $ 19,975 $ 83 1.69% $ 19,260 $ 105 2.16%
Money market............................................ 43,377 356 3.33 41,064 362 3.50
Time.................................................... 35,786 450 5.10 36,790 496 5.35
Foreign offices (3)..................................... 21,357 233 4.42 19,853 238 4.76
-------- ------- -------- -------
Total deposits--interest-bearing...................... 120,495 1,122 3.78 116,967 1,201 4.07
Federal funds purchased and securities under repurchase
agreements............................................... 21,862 246 4.56 23,171 260 4.45
Other short-term borrowings................................. 16,861 198 4.76 13,847 181 5.19
Long-term debt (4).......................................... 23,903 350 5.94 22,208 347 6.20
--------- ------- -------- -------
Total interest-bearing liabilities................... 183,121 1,916 4.24 176,193 1,989 4.48
Demand deposits............................................. 33,653 33,280
Other liabilities........................................... 15,597 13,784
Preferred stock............................................. 190 191
Common stockholders' equity................................. 20,361 20,067
-------- --------
Total liabilities and stockholders' equity........... $252,922 $243,515
======== ========
- -----------------------------------------------------------------------------------------------------------------------------------
Interest income/earning assets (2).......................... $ 4,225 7.86% $ 4,357 8.10%
Interest expense/earning assets............................. 1,916 3.56 1,989 3.70
------- ----- ------- -----
Net interest margin......................................... $ 2,309 4.30% $ 2,368 4.40%
======= ===== ======= =====
- -----------------------------------------------------------------------------------------------------------------------------------
</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>
--------------------------------------------------------------------------------------------------------------------------------
September 30, 1998 June 30, 1998 March 31, 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>
$ 12,936 $ 178 5.46% $ 14,832 $ 198 5.35% $ 14,895 $ 201 5.47%
6,470 99 6.07 5,972 90 6.04 6,413 92 5.82
16,069 267 6.59 17,763 293 6.62 18,205 299 6.66
2,168 41 7.50 2,258 45 7.99 2,335 47 8.16
14,627 250 6.78 11,596 187 6.47 7,304 96 5.33
--------- -------- --------- -------- ------- --------
32,864 558 6.74 31,617 525 6.66 27,844 442 6.44
81,255 1,591 7.77 82,427 1,602 7.80 79,724 1,556 7.92
57,633 1,362 9.38 57,207 1,253 8.79 57,734 1,461 10.26
15,578 653 16.63 18,573 795 17.17 20,633 633 12.44
--------- -------- --------- -------- ------- --------
154,466 3,606 9.26 158,207 3,650 9.25 158,091 3,650 9.36
--------- -------- --------- -------- ------- --------
206,736 4,441 8.52 210,628 4,463 8.50 207,243 4,385 8.58
(2,714) (2,748) (2,764)
32,551 33,130 33,559
--------- --------- -------
$236,573 $241,010 $238,038
======== ======== ========
--------------------------------------------------------------------------------------------------------------------------------
$ 20,523 $ 117 2.26% $ 21,566 $ 123 2.29% $ 21,520 $ 125 2.36%
38,857 370 3.78 38,624 366 3.80 37,882 360 3.85
37,285 497 5.29 38,956 532 5.48 39,858 541 5.50
18,384 246 5.31 17,840 234 5.26 17,856 231 5.25
--------- -------- --------- -------- ------- --------
115,049 1,230 4.24 116,986 1,255 4.30 117,116 1,257 4.35
20,792 278 5.30 20,956 270 5.17 21,815 282 5.24
13,652 181 5.26 14,969 202 5.41 12,680 173 5.53
21,771 350 6.38 22,404 357 6.39 21,974 353 6.52
--------- -------- --------- -------- ------- --------
171,264 2,039 4.72 175,315 2,084 4.77 173,585 2,065 4.82
33,344 34,608 33,359
11,676 11,646 12,179
191 195 318
20,098 19,246 18,597
--------- --------- -------
$236,573 $241,010 $238,038
======== ======== ========
--------------------------------------------------------------------------------------------------------------------------------
$ 4,441 8.52% $ 4,463 8.50% $ 4,385 8.58%
2,039 3.91 2,084 3.97 2,065 4.04
------- ----- ------- ----- -------- -----
$ 2,402 4.61% $ 2,379 4.53% $ 2,320 4.54%
======= ===== ======= ===== ======= =====
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-38-
<PAGE>
Five-Quarter Consolidated Income Statement
BANK ONE CORPORATION and Subsidiaries
<TABLE>
<CAPTION>
Three Months Ended (In millions, except per-share data)
March 31 December 31 September 30 June 30 March 31
1999 1998 1998 1998 1998
--------- ----------- ------------- -------- ---------
<S> <C> <C> <C> <C> <C>
Interest Income
Loans, including fees........................ $3,192 $3,232 $3,595 $3,639 $3,640
Bank balances................................ 57 67 78 85 101
Federal funds sold and securities under resale
agreements................................ 106 110 100 113 100
Trading assets............................... 96 86 99 90 92
Investment securities--taxable................ 699 783 510 463 380
Investment securities--tax-exempt............. 46 48 30 42 41
-------- -------- -------- -------- --------
Total............................... 4,196 4,326 4,412 4,432 4,354
Interest Expense
Deposits..................................... 1,122 1,201 1,230 1,255 1,257
Federal funds purchased and securities under
repurchase agreements..................... 246 260 278 270 282
Other short-term borrowings.................. 198 181 181 202 173
Long-term debt............................... 350 347 350 357 353
------- -------- -------- -------- --------
Total............................... 1,916 1,989 2,039 2,084 2,065
Net Interest Income.......................... 2,280 2,337 2,373 2,348 2,289
Provision for credit losses.................. 281 272 345 400 391
------- -------- -------- -------- --------
Net Interest Income After Provision for Credit
Losses................................... 1,999 2,065 2,028 1,948 1,898
Noninterest Income
Trading profits.............................. 67 (2) 18 65 60
Equity securities gains (losses)............. 96 61 (4) 121 72
Investment securities gains.................. 52 32 41 49 33
------- -------- -------- -------- --------
Market-driven revenue................... 215 91 55 235 165
Credit card revenue.......................... 952 1,078 867 630 701
Fiduciary and investment management fees..... 179 199 207 203 198
Service charges and commissions.............. 690 680 639 666 660
------- -------- -------- -------- --------
Fee-based revenue....................... 1,821 1,957 1,713 1,499 1,559
Other income................................. 554 20 231 354 192
------- -------- -------- -------- --------
Total noninterest income............ 2,590 2,068 1,999 2,088 1,916
Noninterest Expense
Salaries and employee benefits............... 1,147 1,167 1,080 1,123 1,107
Net occupancy and equipment expense.......... 241 217 217 209 202
Depreciation and amortization................ 175 180 167 167 166
Outside service fees and processing.......... 406 410 318 348 273
Marketing and development.................... 315 340 264 221 199
Communication and transportation............. 200 214 192 190 185
Merger-related and restructuring charges..... 164 935 - 127 -
Other expense................................ 293 393 301 334 299
------- -------- -------- -------- --------
Total noninterest expense............ 2,941 3,856 2,539 2,719 2,431
Income Before Income Taxes................... 1,648 277 1,488 1,317 1,383
Applicable income taxes...................... 497 51 434 422 450
------- -------- -------- -------- --------
Net Income................................... $1,151 $ 226 $1,054 $ 895 $ 933
====== ======== ======== ======== ========
Net Income Attributable to Common
Stockholders' Equity..................... $1,148 $ 223 $1,051 $ 891 $ 929
====== ======== ======== ======== ========
Earnings Per Share
Basic................................... $0.97 $0.19 $0.90 $0.76 $0.80
Diluted................................. $0.96 $0.19 $0.89 $0.75 $0.78
</TABLE>
-39-
<PAGE>
Form 10-Q Cross-Reference Index
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. Financial Statements
- ----------------------------
Page
Consolidated Balance Sheet --
March 31, 1999 and 1998, and December 31, 1998 26
Consolidated Income Statement --
Three Months Ended March 31, 1999 and 1998 27
Consolidated Statement of Stockholders' Equity --
Three Months Ended March 31, 1999 and 1998 28
Consolidated Statement of Cash Flows --
Three Months Ended March 31, 1999 and 1998 29
Notes to Consolidated Financial Statements 30
Selected Statistical Information 1,18-21,36-39
ITEM 2. Management's Discussion and Analysis of Financial
- ---------------------------------------------------------
Condition and Results of Operations 2-25
-----------------------------------
PART II - OTHER INFORMATION
---------------------------
ITEM 1. Legal Proceedings 41
- -------------------------
ITEM 2. Changes in Securities 41
- -----------------------------
ITEM 3. Defaults Upon Senior Securities 41
- ---------------------------------------
ITEM 4. Submission of Matters to a Vote of Security Holders 41
- -----------------------------------------------------------
ITEM 5. Other Information 41
- -------------------------
ITEM 6. Exhibits and Reports on Form 8-K 42
- ----------------------------------------
Signatures 43
-40-
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1. Legal Proceedings
- --------------------------
None
ITEM 2. Changes in Securities
- ------------------------------
None
ITEM 3. Defaults Upon Senior Securities
- ----------------------------------------
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
None
ITEM 5. Other Information
- --------------------------
On April 20, 1999, the Board of Directors of the Corporation adopted a
resolution to amend Article II, Section 10, of the By-Laws of the Corporation,
such amendment to become effective May 19, 1999. The amendment changes the
advance notice requirements for stockholder proposals and nominations of
director candidates. The following is a summary of such By-Law, as amended:
1. For proposals with respect to business other than nominations of
director candidates to be properly brought before an annual
meeting by a stockholder, the stockholder's notice provided for in
the By-Law must be received by the Secretary at the principal
executive offices of the Corporation at least 90 days but no more
than 120 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that
in the event that the date of the annual meeting is more than 30
days before or more than 60 days after such anniversary date,
notice by the stockholder, to be timely, must be received not
earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such
meeting is first made by the Corporation.
2. With respect to nominations of director candidates, procedures are
governed by the Corporation's Certificate of Incorporation, except
as follows: (a) in the event that the date of the annual meeting
is more than 30 days before or more than 60 days after the
anniversary date of the immediately preceding annual meeting of
stockholders, notice from a stockholder of such a nomination by
the stockholder will be timely if it is received by the Secretary
at the principal executive offices of the Corporation not earlier
than the close of business on the 90th day prior to such annual
meeting and not later than the close of business on the later of
the 60th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such
meeting is first made by the Corporation; (b) in the event that
the number of directors to be elected to the Board of Directors is
increased and there is no public announcement by the Corporation
naming all of the nominees for director or specifying the size of
the increased Board of Directors at least 75 days prior to the
first anniversary of the preceding year's annual meeting, a
stockholder's notice shall be considered timely, but only with
respect to nominees for any new positions created by such
increase, if it is received by the Secretary at the principal
executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public
announcement is first made by the Corporation; and (c) in the
event the Corporation calls a special meeting of stockholders for
the purpose of electing one or more directors, the notice of a
stockholder required by the By-Law with respect to the nomination
of a director must be received by the Secretary at the principal
executive offices of the Corporation not earlier than the 120th
day prior to such special meeting and not later than the close of
business on the later of the 90th day prior to such special
meeting or the 10th day following the day on which the public
announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected
at such meeting.
The requirements described above do not supersede the requirements
or conditions established by the Securities and Exchange
Commission for shareholder proposals to be included in the
Corporation's proxy materials for a meeting of stockholders.
-41-
<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 March 31, 1999.
Date Item Reported
------ ---------------
1/19/99 The Registrant's January 19, 1999, Press Release
regarding 4th quarter 1998 earnings.
The Registrant's January 19, 1999, Press Release
regarding common stock dividend increase.
-42-
<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 May 14, 1999 /s/ John B. McCoy
--------------------- ------------------------------------
John B. McCoy
Principal Executive Officer
Date May 14, 1999 /s/ William J. Roberts
--------------------- ------------------------------------
William J. Roberts
Principal Accounting Officer
-43-
<PAGE>
BANK ONE CORPORATION
EXHIBIT INDEX
-------------
Exhibit Number Description of Exhibit
- -------------- ----------------------
12 - Statement re computation of ratio
27 - Financial Data Schedule
-44-
<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 12 of Notes to Consolidated Financial Statements on page 35 of the
Form 10-Q.
45
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 13,854
<INT-BEARING-DEPOSITS> 4,130
<FED-FUNDS-SOLD> 9,209
<TRADING-ASSETS> 5,660
<INVESTMENTS-HELD-FOR-SALE> 44,565
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 154,850
<ALLOWANCE> 2,270
<TOTAL-ASSETS> 250,402
<DEPOSITS> 153,699
<SHORT-TERM> 36,891
<LIABILITIES-OTHER> 13,764
<LONG-TERM> 24,988<F1>
<COMMON> 0
190
12
<OTHER-SE> 20,858
<TOTAL-LIABILITIES-AND-EQUITY> 250,402
<INTEREST-LOAN> 3,192
<INTEREST-INVEST> 745
<INTEREST-OTHER> 259
<INTEREST-TOTAL> 4,196
<INTEREST-DEPOSIT> 1,122
<INTEREST-EXPENSE> 1,916
<INTEREST-INCOME-NET> 2,280
<LOAN-LOSSES> 281
<SECURITIES-GAINS> 52<F2>
<EXPENSE-OTHER> 2,941
<INCOME-PRETAX> 1,648
<INCOME-PRE-EXTRAORDINARY> 1,151
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,151
<EPS-PRIMARY> 0.97<F3>
<EPS-DILUTED> 0.96
<YIELD-ACTUAL> 4.30
<LOANS-NON> 1,031
<LOANS-PAST> 0<F4>
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,271
<CHARGE-OFFS> 367
<RECOVERIES> 86
<ALLOWANCE-CLOSE> 2,270
<ALLOWANCE-DOMESTIC> 0<F5>
<ALLOWANCE-FOREIGN> 0<F5>
<ALLOWANCE-UNALLOCATED> 0<F5>
<FN>
<F1> Guaranteed Preferred Beneficial Interest in the Corporation's Junior
Subordinated Debt of $1,003 million is included in long-term debt for the
periods ended March 31, 1999, and March 31, 1998.
<F2> Investment securities gains do not include the Corporation's equity
securities gains, which totaled $96 million and $72 million for the periods
ended March 31, 1999, and March 31, 1998, respectively.
<F3> Primary earnings per share represent Basic earnings per share.
<F4> For purposes of this filing, the Corporation has not disclosed this
information. These items will be disclosed on an annual basis in the
Corporation's Form 10-K.
<F5> The Corporation is not required to present separate data related to foreign
activities. Allocation for potential losses not specifically identified has been
included in the commercial segment.
</FN>
</TABLE>
