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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 11, 2000
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BANK ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-60313 31-0738296
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 Bank One Plaza, Chicago, IL 60670
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 312-732-4000
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Item 5. Other Events
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On January 11, 2000, the Registrant issued a press release announcing (i)
its earnings expectations for fourth quarter and full year 1999; (ii) a special
charge for the fourth quarter 1999; and (iii) its earnings outlook for 2000. In
addition, the Registrant issued a press release announcing that it has retained
a search firm to conduct the previously announced search for a chief executive
officer. Copies of such press releases are attached as Exhibits 99(a) and 99(b),
respectively, to this Current Report on Form 8-K and incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
Exhibit Number Description of Exhibits
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99(a) Registrant's January 11, 2000 Press Release regarding
1999 and 2000 earnings.
99(b) Registrant's January 11, 2000 Press Release regarding its
chief executive officer search.
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 hereunto duly authorized.
BANK ONE CORPORATION
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(Registrant)
Date: January 11, 2000 By: /s/ M. Eileen Kennedy
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Title: Treasurer
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EXHIBIT INDEX
Exhibit Number Description of Exhibits
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99(a) Registrant's January 11, 2000 Press Release regarding 1999 and
2000 earnings.
99(b) Registrant's January 11, 2000 Press Release regarding its
chief executive officer search.
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[BANK ONE CORPORATION Press Release Letterhead] Exhibit 99(a)
FOR IMMEDIATE RELEASE
BANK ONE ANNOUNCES FOURTH QUARTER EARNINGS EXPECTATIONS
AND SPECIAL CHARGE; EARNINGS OUTLOOK FOR 2000
CHICAGO, January 11, 2000 - BANK ONE CORPORATION (NYSE: ONE) today announced:
. Earnings expectations for fourth quarter and full year 1999;
. A special charge for the fourth quarter 1999;
. Earnings outlook for 2000.
FOURTH QUARTER EARNINGS EXPECTATIONS
Bank One said it expects operating earnings to be about $900 million in the 1999
fourth quarter, or $0.78 per diluted share, and $4.1 billion for the full year,
or $3.45 per share.
The 1999 fourth quarter reported results will include a special charge of $725
million. Reported net income will be approximately $0.36 per share for the
fourth quarter and approximately $2.94 per share for the full year 1999.
"These operating earnings estimates are consistent with expectations we shared
with the market in early November," said Verne G. Istock, President and acting
Chief Executive Officer. "All our businesses, except credit card, continue to
be solidly in line with our stated growth and return goals."
Bank One's complete results for the 1999 fourth quarter and full year are
expected to be announced on January 18, 2000.
(more)
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-2-
SPECIAL FOURTH QUARTER CHARGE
The special charge in the 1999 fourth quarter of $725 million pre-tax, or $0.42
per share, will include:
. Approximately $200 million related to the early adoption of the Federal
Financial Institutions Examination Council's new consumer credit guidelines.
Of that, $176 million represented an increase in provisions for credit
losses, reflecting the new guidelines for consumer credit charge-offs
considered in concert with Bank One's quarterly assessment of its allowance
for credit losses. An additional $21 million of noninterest expense for
credit card fraud losses is related to the new guidelines requiring a shorter
time frame for recognizing fraud losses.
. $185 million for the write-down of certain assets and other charges at First
USA, Bank One's credit card company. The projected earnings decline at First
USA, including revised marketing plans, led to the impairment of these
assets, including purchased account relationships, affinity programs and
interest-only strips.
. $80 million for further deterioration in auto lease residual values.
. $260 million primarily related to specific business restructuring plans.
This charge is for personnel, facilities and equipment expenses.
OUTLOOK FOR 2000
Bank One expects operating earnings for 2000 will be $2.80 to $3.00 per share,
with a return on equity of approximately 17%. The outlook for Bank One in 2000
will be reviewed today in a meeting with investors, analysts, and the press.
The key performance drivers for 2000 include:
. All lines of business, excluding credit card, are expected to grow earnings
10% to 12%, driven by revenue growth of 5% to 8% with expense growth of 2% to
4%.
. Credit card return on outstandings (pre-tax) is expected to decline to 1.00%
in 2000 from 2.50% in 1999.
. Credit quality is expected to remain stable.
. Achievement of promised cumulative merger synergies of $900 million to $950
million in 2000. 1999's synergy savings are estimated to be $475 million.
(more)
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-3-
"Bank One is a great franchise with millions of customers, strong products and
very talented employees," Istock said. "We are committed to restoring the
confidence of investors through the effective execution of our strategies across
all lines of business in 2000. Clearly, a higher stock valuation will be the
ultimate measure of our success."
Bank One has implemented plans that are intended to return the credit card
business toward industry profitability levels by the end of 2000. Bank One's
long-term earnings growth rate is expected to be 10% to 12%. Boosted by an
increase in the pre-tax return on credit card outstandings to approximately 1.5%
to 1.7% for 2001, the earnings growth rate may be somewhat higher in 2001.
In addition, at this time Bank One's Board of Directors supports maintaining the
common stock cash dividend at its existing annual rate of $1.68 per share, based
on the current outlook for 2000. The Board expects to discontinue the biannual
stock dividend traditionally granted by Bank One. The Board will make a formal
decision on January 18, 2000.
BANK ONE CORPORATION, headquartered in Chicago, is the nation's fourth largest
bank holding company, with assets of more than $260 billion. Bank One offers a
full range of financial services to commercial and business customers and
consumers. It can be accessed via the Internet at www.bankone.com.
Certain statements made by management in this presentation and these materials
are not statements of historical fact, but are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These "forward-looking statements" involve risks and uncertainties which may
cause actual results to differ materially from those in such statements.
Additional discussion of factors that could cause actual results to differ
materially from projections, forecasts, estimates and expectations is contained
in respective SEC filings, including the Annual Report on Form 10-K for the year
ending December 31, 1998.
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Bank One's meeting to review the outlook for 2000 begins at 8:30 a.m. Eastern
time. The teleconference number is 800-553-2350 (domestic) or 303-267-1000
(international), access code 645205. The slide presentation will be available on
the Internet at www.bankone.com at 6:15 a.m. Eastern time, or through fax-on-
demand at 877-ONE-FACT. A playback of the meeting will be available after 1
p.m. Eastern time today through 6 p.m. on Monday, January 17. Please dial 800-
625-5288 (domestic) or 303-804-1855 (international). The reservation number is
645205. The conference call playback will also be available on the Internet at
www.bankone.com.
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<CAPTION>
Media Contacts:
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Thomas A. Kelly (312) 732-7007
Stan A. Lata (312) 732-6209
Investor Contacts:
Jay S. Gould (312) 732-5771
Holly E. Hobson (312) 732-5782
Sandra M. Catanzaro (312) 732-8013
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[BANK ONE CORPORATION Press Release Letterhead] Exhibit 99(b)
FOR IMMEDIATE RELEASE Contacts: Thomas A. Kelly (312) 732-7007
Stan A. Lata (312) 732-6209
BANK ONE HIRES RUSSELL REYNOLDS TO CONDUCT CEO SEARCH
CHICAGO, January 11, 2000 - BANK ONE CORPORATION (NYSE: ONE) today
announced it has retained Russell Reynolds Associates to conduct the search for
a chief executive officer.
BANK ONE CORPORATION, headquartered in Chicago, is the nation's fourth largest
bank holding company, with assets of more than $260 billion. Bank One offers a
full range of financial services to commercial and business customers and
consumers. It can be accessed via the Internet at www.bankone.com.
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