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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Quarterly Period Ended March 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 1-8552
BANC ONE CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Ohio 31-0738296
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR (IRS EMPLOYER I.D. NUMBER)
ORGANIZATION)
</TABLE>
100 East Broad Street, Columbus, Ohio 43271
------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(614) 248-5944
----------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 __
The number of shares outstanding of the registrant's common stock, no par value,
$5 stated value, was 655,840,399 at May 1, 1998.
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BANC ONE CORPORATION AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
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<S> <C>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet...................... 3
Consolidated Statement of Income................ 4
Consolidated Condensed Statement of Cash
Flows........................................... 5
Consolidated Statement of Changes in
Stockholders' Equity............................ 6
Notes to the Consolidated Financial
Statements...................................... 7
Consolidated Quarterly Financial Data........... 10
Average Balances, Income and Expense, Yields and
Rates........................................... 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Pending Acquisitions and Mergers................ 13
"Reported" vs "Managed" Analysis................ 13
Results of Operations........................... 14
Overview..................................... 14
Net Interest Income/Net Interest Margin...... 14
Noninterest Income........................... 16
Noninterest Expense.......................... 17
Income Taxes................................. 17
Line of Business Results........................ 17
Balance Sheet Analysis.......................... 18
Securities................................... 18
Loans and Leases............................. 19
Other Assets................................. 19
Deposits..................................... 20
Borrowings................................... 20
Capital...................................... 20
Credit Quality.................................. 20
Allowance for Credit Losses.................. 22
Performance Analysis -- Managed Portfolio....... 22
Risk Management................................. 25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK............................................... 27
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.................................. 28
Item 2. Changes in Securities and Use of Proceeds.......... 28
Item 3. Defaults upon Senior Securities.................... 28
Item 4. Submission of Matters to a Vote of Security
Holders............................................ 28
Item 5. Other Information.................................. 28
Item 6. Exhibits and Reports on Form 8-K................... 28
Signatures.................................................. 30
</TABLE>
2
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BANC ONE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
$(MILLIONS, EXCEPT SHARE AMOUNTS) (UNAUDITED) 1998 1997
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<S> <C> <C>
ASSETS:
Cash and due from banks..................................... $ 6,880.4 $ 7,727.4
Short-term investments...................................... 1,274.8 838.3
Loans held for sale......................................... 2,064.9 2,362.0
Securities:
Securities held to maturity............................... 711.3 785.3
Securities available for sale............................. 18,185.3 14,467.9
---------- ----------
Total securities (fair value approximates $18,907.8 and
$15,268.0 at March 31, 1998, and December 31, 1997,
respectively).......................................... 18,896.6 15,253.2
Loans and leases (net of unearned income of $2,097.3 and
$2,013.7 and allowance for credit losses of $1,304.3 and
$1,325.9 at March 31, 1998, and December 31, 1997,
respectively)........................................... 78,970.4 80,726.9
Other assets:
Bank premises and equipment, net.......................... 1,891.2 1,882.2
Interest earned, not collected............................ 865.1 821.3
Other real estate owned................................... 74.4 66.6
Excess of cost over net assets of affiliates purchased.... 724.6 741.8
Other..................................................... 4,678.5 5,481.6
---------- ----------
Total other assets.................................... 8,233.8 8,993.5
---------- ----------
TOTAL ASSETS.......................................... $116,320.9 $115,901.3
========== ==========
LIABILITIES:
Deposits:
Noninterest-bearing....................................... $ 18,880.1 $ 18,444.2
Interest-bearing.......................................... 59,036.2 58,970.1
---------- ----------
Total deposits........................................ 77,916.3 77,414.3
Federal funds purchased and repurchase agreements........... 9,265.1 10,708.2
Other short-term borrowings................................. 3,619.9 3,095.7
Long-term debt.............................................. 11,591.2 11,066.4
Accrued interest payable.................................... 467.7 489.7
Other liabilities........................................... 2,994.9 2,751.0
---------- ----------
TOTAL LIABILITIES..................................... 105,855.1 105,525.3
---------- ----------
STOCKHOLDERS' EQUITY:
Series C convertible preferred stock, 35,000,000 shares
authorized, no par value, 1,992,931 and 2,707,917 shares
issued and outstanding at March 31, 1998, and December 31,
1997, respectively........................................ 99.6 135.4
Common stock, no par value, $5 stated value, 950,000,000
shares authorized; 647,576,189 and 645,956,436 shares
issued at March 31, 1998, and December 31, 1997,
respectively.............................................. 3,237.9 3,229.8
Capital in excess of aggregate stated value of common
stock..................................................... 6,690.0 6,718.7
Retained earnings........................................... 509.5 239.8
Accumulated change related to other nonowner transactions... 123.9 121.0
Treasury stock (3,742,299 and 1,421,331 shares at March 31,
1998, and December 31, 1997, respectively), at cost....... (195.1) (68.7)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY............................ 10,465.8 10,376.0
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............ $116,320.9 $115,901.3
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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BANC ONE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
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$(MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) 1998 1997
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<S> <C> <C>
INTEREST INCOME:
Loans and leases.......................................... $1,944.5 $1,969.8
Securities:
Taxable.............................................. 245.5 277.2
Tax-exempt........................................... 17.2 21.7
Loans held for sale....................................... 83.4 44.2
Other..................................................... 10.4 11.2
-------- --------
TOTAL INTEREST INCOME................................ 2,301.0 2,324.1
INTEREST EXPENSE:
Deposits:
Demand, savings and money market deposits............ 311.1 260.1
Time deposits........................................ 319.4 363.0
Borrowings................................................ 349.6 343.2
-------- --------
TOTAL INTEREST EXPENSE............................... 980.1 966.3
-------- --------
NET INTEREST INCOME.................................. 1,320.9 1,357.8
Provision for credit losses............................... 202.8 271.9
-------- --------
Net interest income after provision for credit
losses.............................................. 1,118.1 1,085.9
NONINTEREST INCOME:
Investment management and advisory activities............. 85.9 74.2
Service charges on deposit accounts....................... 183.9 166.0
Loan servicing income..................................... 524.6 315.1
Securities gains, net..................................... 23.0 15.2
Other..................................................... 319.7 236.7
-------- --------
TOTAL NONINTEREST INCOME............................. 1,137.1 807.2
NONINTEREST EXPENSE:
Salary and related costs.................................. 634.2 567.7
Net occupancy and equipment............................... 99.3 81.4
Depreciation and amortization............................. 110.3 108.6
Outside services and processing........................... 212.9 191.5
Marketing and development................................. 178.7 130.0
Communication and transportation.......................... 112.6 94.4
Other..................................................... 145.0 135.4
-------- --------
TOTAL NONINTEREST EXPENSE............................ 1,493.0 1,309.0
-------- --------
Income before income taxes.................................. 762.2 584.1
Provision for income taxes.................................. 244.6 202.2
-------- --------
NET INCOME.................................................. $ 517.6 $ 381.9
======== ========
NET INCOME PER COMMON SHARE:
NET INCOME PER COMMON SHARE, BASIC................... $ .80 $ .60
======== ========
NET INCOME PER COMMON SHARE, DILUTED................. $ .79 $ .58
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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BANC ONE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
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$(MILLIONS) (UNAUDITED) 1998 1997
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<S> <C> <C>
CASH PROVIDED BY OPERATING ACTIVITIES:
Net income................................................ $ 517.6 $ 381.9
Depreciation expense...................................... 85.7 78.7
Amortization of other intangibles......................... 24.6 29.8
Other cash provided by operating activities............... 1,246.5 522.6
--------- ---------
Net cash provided by operating activities............ 1,874.4 1,013.0
--------- ---------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Securities available for sale activity:
Purchases............................................ (3,653.2) (1,676.9)
Maturities........................................... 327.6 580.3
Sales................................................ 2,646.6 1,241.2
Securities held to maturity activity:
Purchases............................................ (293.2)
Maturities........................................... 75.7 278.5
Loan activity:
Net increase, excluding sales and purchases.......... (1,640.1) (2,009.4)
Sales................................................ 2,109.2 1,104.3
Purchases and related premiums....................... (407.8) (165.7)
Net (increase) decrease in short-term investments......... (436.5) 62.1
Additions to bank premises and equipment.................. (109.2) (94.6)
Sale of banks and branch offices.......................... (616.8) (22.2)
Credit card securitization activity....................... (1,200.2) (890.2)
All other investing activities, net....................... 16.0 157.8
--------- ---------
Net cash used in investing activities................ (2,888.7) (1,728.0)
--------- ---------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Net increase in demand savings and money market
deposits............................................... 2,320.1 295.2
Net decrease in time deposits............................. (1,091.3) (549.9)
Net decrease in short-term borrowings..................... (918.9) (330.7)
Issuance of long-term borrowings, net..................... 1,031.6 1,329.2
Repayment of long-term borrowings......................... (743.5) (586.9)
Cash dividends paid....................................... (246.2) (173.1)
Purchase of treasury stock................................ (146.3) (356.7)
All other financing activities, net....................... (38.2) (1.4)
--------- ---------
Net cash provided by (used in) financing
activities.......................................... 167.3 (374.3)
--------- ---------
Decrease in cash and cash equivalents....................... (847.0) (1,089.3)
Cash and cash equivalents at January 1...................... 7,727.4 6,524.4
--------- ---------
Cash and cash equivalents at March 31....................... $ 6,880.4 $ 5,435.1
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
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BANC ONE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
$(MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) 1998 1997
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<S> <C> <C>
BALANCE, BEGINNING OF PERIOD................................ $10,376.0 $ 9,868.0
Net income.................................................. 517.6 381.9
Changes related to other nonowner transactions:
Change in unrealized holding gains (losses) on securities
available for sale, net of tax......................... 2.9 (97.4)
--------- ---------
Total net income and changes related to other
nonowner transactions............................... 520.5 284.5
--------- ---------
Exercise of stock options, net of shares purchased.......... (44.3) (0.3)
Shares issued in acquisitions............................... 1.4
Stock transactions related to employee benefit plans and
other..................................................... 4.7 11.9
Cash dividends:
Common ($.38 and $.345 per share for the three months
ended March 31, 1998 and 1997, respectively)........... (244.1) (159.4)
Series C Preferred ($.88 per share)....................... (2.1) (3.4)
Preferred stock of pooled affiliate....................... (10.3)
Purchase of treasury stock.................................. (146.3) (356.7)
--------- ---------
BALANCE, END OF PERIOD...................................... $10,465.8 $ 9,634.3
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
6
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements are unaudited. However,
in the opinion of management, they contain the adjustments, all of which are
normal and recurring in nature, necessary to present fairly the consolidated
financial position, results of operations and changes in cash flow. The
consolidated financial statements and notes to the consolidated financial
statements contained in the Annual Report on Form 10-K for the year ended
December 31, 1997, should be read in conjunction with these consolidated
financial statements. The "Corporation" is defined as the parent company only.
"BANC ONE" refers to the Corporation and all significant majority-owned
subsidiaries. Certain prior period amounts have been reclassified to be
consistent with current presentation.
BANC ONE adopted Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings Per Share," which modified the calculation of previously reported
earnings per share and is effective for all financial statements issued for
periods ending after December 15, 1997. In accordance with SFAS No. 128, all
prior period amounts have been restated. Unless specified otherwise, all
earnings per share amounts are presented under the new diluted basis in
accordance with SFAS No. 128.
All per share and average share information has been restated for the 10%
common stock dividend payable February 26, 1998, to shareholders of record as of
February 12, 1998.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. PENDING ACQUISITION
On October 20, 1997, the Corporation entered into an agreement providing
for the acquisition of First Commerce Corporation ("First Commerce"), a
multi-bank holding company headquartered in New Orleans, Louisiana, with
approximately $9.4 billion in assets at March 31, 1998. Terms of the agreement
call for First Commerce shareholders to receive 1.408 shares (adjusted for the
Corporation's 10% common stock dividend) of the Corporation's common stock for
each share of First Commerce common stock. The value of the transaction is
approximately $3.5 billion based on the Corporation's closing share price on
March 31, 1998. The transaction, subject to regulatory and First Commerce
shareholder approval, is expected to be completed during the second quarter of
1998 and will be accounted for as a pooling of interests.
Also see Note 8 for information regarding the pending merger between the
Corporation and First Chicago NBD Corporation ("First Chicago").
3. COMMON AND TREASURY STOCK ACTIVITY
On January 20, 1998, the Corporation announced the election to redeem all
of the shares of BANC ONE's Series C Convertible Preferred Stock ("preferred
stock") on April 16, 1998, at the redemption price of $51.05 per share plus the
amount of any dividends accrued and unpaid. On April 16, 1998, all of the shares
of preferred stock had been redeemed or converted into common stock. At March
31, 1998, approximately 2 million shares of preferred stock remained which could
be converted to 4.2 million shares of common stock. In addition, as a result of
employee stock transactions, 2.5 million shares of treasury stock were acquired.
4. CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
Supplemental disclosures for the consolidated condensed statement of cash
flows are as follows: common stock issued and treasury stock reissued in
purchase acquisitions was $1.4 million for the three months ended March 31,
1998; and securities trades not settled increased $1.2 million and decreased
$337.0 million for the three months ended March 31, 1998 and 1997, respectively.
In addition, noncash investing activities included the following transfers
of securitization-related assets: (1) an interest-only strip of $455.0 million
was transferred from other assets to securities available for sale and
7
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(2) retained interests in credit card securitizations of $1.1 billion were
transferred from loans to securities available for sale.
5. EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
-----------------
$(MILLIONS, EXCEPT PER SHARE AMOUNTS) 1998 1997
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<S> <C> <C>
BASIC:
EARNINGS:
Net income............................................. $517.6 $381.9
Deduct: Dividends on preferred shares.................. (2.1) (6.3)
------ ------
$515.5 $375.6
====== ======
SHARES:
Weighted average common shares outstanding............. 643.1 622.6
====== ======
NET INCOME PER COMMON SHARE, BASIC.......................... $ .80 $ .60
====== ======
DILUTED:
EARNINGS:
Net income............................................. $517.6 $381.9
====== ======
SHARES:
Weighted average common shares outstanding............. 643.1 622.6
Add: Dilutive effect of outstanding options............ 7.0 12.2
Add: Conversion of preferred stock..................... 5.4 20.8
------ ------
Weighted average common shares outstanding............. 655.5 655.6
====== ======
NET INCOME PER COMMON SHARE, DILUTED........................ $ .79 $ .58
====== ======
</TABLE>
6. COMPREHENSIVE INCOME
BANC ONE adopted SFAS No. 130, "Reporting Comprehensive Income," effective
January 1, 1998. SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, gains and losses) in a full
set of general-purpose financial statements.
The purpose of reporting comprehensive income is to report a measure of all
changes in the equity of an enterprise that result from recognized transactions
and other economic events of the period other than transactions with owners in
their capacity as owners. Accordingly, in addition to net income, BANC ONE has
identified changes related to other nonowner transactions in the Consolidated
Statement of Changes in Stockholders' Equity. For BANC ONE, changes in other
nonowner transactions consist entirely of changes in unrealized holding gains
and losses on securities available for sale.
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
----------------------------------- -----------------------------------
TAX TAX
BEFORE-TAX (EXPENSE) AFTER-TAX BEFORE-TAX (EXPENSE) AFTER-TAX
$(MILLIONS) AMOUNT OR BENEFIT AMOUNT AMOUNT OR BENEFIT AMOUNT
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<S> <C> <C> <C> <C> <C> <C>
UNREALIZED GAINS ON SECURITIES:
Unrealized holding gains arising
during period.................. $ 36.6 $(11.8) $ 24.8 $(133.9) $46.4 $(87.5)
Less: reclassification adjustment
for gain realized in net
income......................... (32.3) 10.4 (21.9) (15.1) 5.2 (9.9)
------ ------ ------ ------- ----- ------
Change related to other nonowner
transactions..................... $ 4.3 $ (1.4) $ 2.9 $(149.0) $51.6 $(97.4)
====== ====== ====== ======= ===== ======
</TABLE>
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7. NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
SFAS No. 131 establishes standards for reporting operating segments and requires
certain other disclosures about products and services, geographic areas and
major customers. The disclosure requirements are effective for the year ended
December 31, 1998. SFAS No. 131 requires selected information about operating
segments in interim financial reports beginning in 1999. BANC ONE expects to
report the following lines of business in its segment disclosures for the year
ended December 31, 1998: the Banc One Commercial Banking Group, the Banc One
Retail Banking Group, First USA, the Finance One Group and the Banc One Capital
Holdings Group. These segments may change as a result of the merger with First
Chicago.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 provides guidance on
accounting for the costs of computer software developed or obtained for internal
use. BANC ONE adopted SOP 98-1 effective for the first quarter of 1998. In the
first quarter 1998, $11.0 million of such software costs were capitalized. These
costs will be amortized on a straight-line basis over the period of benefit and
will be periodically reviewed for possible impairment.
8. SUBSEQUENT EVENTS
On April 10, 1998, the Corporation entered into an agreement to merge with
First Chicago, a multi-bank holding company headquartered in Chicago with
approximately $114.8 billion in assets at March 31, 1998. The new company will
operate under the BANC ONE name. Terms of the agreement call for First Chicago
shareholders to receive 1.62 shares of the new company in exchange for each
share of First Chicago stock. BANC ONE shareholders will receive one share of
the new company for each share of current BANC ONE stock. The value of the
transaction is approximately $29.4 billion based on BANC ONE's closing share
price on March 31, 1998. The transaction, subject to regulatory and shareholder
approval, is expected to be completed during the fourth quarter of 1998, and
will be accounted for as a pooling of interests. For further information, see
BANC ONE's Current Report on Form 8-K dated April 10, 1998 (as amended by Form
8-K/A filed April 21, 1998), which is incorporated herein by reference.
On April 1, 1998, the Corporation entered into a strategic alliance with
National Australia Bank ("National"). Under the agreement, BANC ONE will sell a
significant portion of its residential mortgage loan servicing to Homeside
Lending, National's international mortgage subsidiary, over the next five years.
BANC ONE will continue to originate, underwrite and close mortgage loans. The
transaction, which is subject to regulatory approvals, is expected to close in
second quarter 1998 and is anticipated to result in an overall gain.
9
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CONSOLIDATED QUARTERLY FINANCIAL DATA (1)
<TABLE>
<CAPTION>
1998 1997
---------- --------------------------------------------------
$(MILLIONS, EXCEPT PER SHARE DATA) (UNAUDITED) FIRST FOURTH THIRD SECOND FIRST
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CONDENSED INCOME STATEMENT:
Total interest income (2)................. $ 2,313.0 $ 2,325.3 $ 2,400.1 $ 2,373.6 $ 2,337.9
Total interest expense.................... 980.1 993.3 1,023.9 1,007.4 966.3
---------- ---------- ---------- ---------- ----------
Net interest income (2)................. 1,332.9 1,332.0 1,376.2 1,366.2 1,371.6
Provision for credit losses............... 202.8 272.6 270.8 395.8 271.9
Noninterest income........................ 1,137.1 1,095.3 1,102.9 830.5 807.2
Noninterest expense....................... 1,493.0 1,480.3 1,535.3 1,724.2 1,309.0
Taxable equivalent adjustment............. 12.0 13.2 12.9 13.8 13.8
---------- ---------- ---------- ---------- ----------
Income before income taxes.............. 762.2 661.2 660.1 62.9 584.1
Income tax provision...................... 244.6 186.4 226.9 47.1 202.2
---------- ---------- ---------- ---------- ----------
Net income.............................. $ 517.6 $ 474.8 $ 433.2 $ 15.8 $ 381.9
========== ========== ========== ========== ==========
Net income available to common
stockholders............................ $ 515.5 $ 472.4 $ 430.2 $ 12.6 $ 378.5
========== ========== ========== ========== ==========
KEY AVERAGE BALANCES:
Total securities (3)...................... $ 16,220.5 $ 14,295.3 $ 15,305.4 $ 17,603.2 $ 18,818.7
Total loans and leases.................... 81,348.1 83,193.8 85,181.4 80,528.1 79,521.1
Total assets.............................. 114,323.0 112,499.8 113,485.7 112,501.4 110,762.0
Total deposits............................ 76,327.0 75,405.0 75,431.1 73,939.7 73,339.3
Total borrowed funds...................... 24,293.0 23,731.3 25,261.1 25,819.6 25,024.6
Common stockholders' equity............... $ 10,076.1 $ 9,901.0 $ 9,666.3 $ 9,818.1 $ 9,415.8
MARGIN ANALYSIS (2)(4)(5):
Net interest income....................... 5.36% 5.33% 5.37% 5.41% 5.53%
Net funds function........................ 4.55% 4.24% 4.31% 3.84% 4.43%
KEY OPERATING RATIOS:
Return on average assets (5).............. 1.84% 1.67% 1.51% .06% 1.40%
Return on average common equity (5)....... 20.75 18.93 17.66 .51 16.30
Return on average total equity (5)........ 20.57 18.76 17.46 .63 16.11
Average common equity to average assets... 8.81 8.80 8.52 8.73 8.50
Average total equity to average assets.... 8.92 8.93 8.67 8.90 8.68
Tier I capital ratio...................... 8.74 8.50 8.42 8.19 9.43
Total risk adjusted capital ratio......... 13.57 13.11 13.07 12.82 13.45
Tier I leverage ratio..................... 8.26% 7.91% 7.61% 7.61% 8.27%
</TABLE>
- ---------------
(1) All share and per share amounts have been restated to reflect common stock
dividends, with the exception of book value.
(2) Fully taxable equivalent basis. The Federal statutory rate used was 35% for
all periods presented.
(3) Average balances are based on amortized historical cost excluding SFAS No.
115 adjustments to fair value which are included in other assets.
(4) As a percent of average earning assets.
(5) Ratios presented on an annualized basis.
(6) Excludes certain smaller balance loans collectively evaluated for
impairment.
(7) Includes loans held for sale.
(8) Excluding nonperforming loans.
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CONSOLIDATED QUARTERLY FINANCIAL DATA (1) (CONTINUED)
<TABLE>
<CAPTION>
1998 1997
---------- --------------------------------------------------
$(MILLIONS, EXCEPT PER SHARE DATA) (UNAUDITED) FIRST FOURTH THIRD SECOND FIRST
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CREDIT QUALITY ANALYSIS:
Net charge-offs to average loans and leases
(5)..................................... 1.09% 1.38% 1.34% 1.42% 1.24%
Ending allowance to loans and leases...... 1.62 1.62 1.62 1.62 1.55
Nonperforming assets to loans and leases
(6)(7).................................. .72 .56 .58 .53 .53
Loans delinquent 90 or more days to loans
and leases (7)(8)....................... .63 .66 .77 .58 2.63
Allowance to nonperforming loans.......... 252.14% 323.71% 314.00% 343.64% 326.68%
MANAGED DATA:
Total average loans and leases (7)........ $115,394.7 $113,306.6 $111,359.9 $106,720.1 $103,972.0
Net interest margin (2)(5)................ 6.54% 6.27% 6.30% 6.19% 6.26%
Net funds function (2)(5)................. 4.52 4.33 4.40 4.27 4.29
Credit card net charge-offs to average
credit card loans (5)................... 5.98 5.37 5.78 6.22 5.63
Credit card loans delinquent 90 or more days
to credit card loans.................... 2.40% 2.29% 2.02% 2.11% 2.39%
COMMON STOCK:
Per common share data
Net income, basic....................... $ .80 $ .74 $ .67 $ .03 $ .60
Net income, diluted..................... .79 .72 .66 .03 .58
Cash dividends declared................. .38 .345 .345 .345 .345
Book value.............................. $ 16.10 $ 15.89 $ 16.96 $ 16.62 $ 16.74
Average shares outstanding, basic......... 643.1 644.5 641.3 620.6 622.6
Average shares outstanding, diluted....... 655.5 658.6 659.0 649.6 655.6
Shares traded, as originally reported..... 105.5 113.3 102.8 125.6 133.4
Stock price:
High.................................... $ 63.94 $ 54.37 $ 52.10 $ 45.57 $ 44.77
Low..................................... 44.66 43.01 43.24 35.57 35.80
Close................................... $ 63.25 $ 49.37 $ 50.91 $ 44.04 $ 36.14
</TABLE>
11
<PAGE> 12
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES (1)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
------------------------------ ------------------------------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
$(MILLIONS)(UNAUDITED) BALANCES EXPENSE RATE BALANCES EXPENSE RATE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Short-term investments....................... $ 786.6 $ 10.4 5.36% $ 844.8 $ 11.2 5.38%
Loans held for sale.......................... 2,471.5 83.4 13.69 1,420.6 44.2 12.62
Securities: (3)
Taxable.................................... 14,950.2 245.8 6.67 17,244.3 277.2 6.52
Tax-exempt................................. 1,270.3 25.3 8.08 1,574.4 31.9 8.22
---------- -------- ---------- --------
Total securities......................... 16,220.5 271.1 6.78 18,818.7 309.1 6.66
Loans and leases: (2)
Commercial:
Commercial............................... 22,416.7 453.3 8.20 20,150.2 411.9 8.29
Commercial real estate................... 5,594.6 125.8 9.12 6,195.7 136.4 8.93
Construction real estate................. 3,863.1 92.1 9.67 3,770.5 90.0 9.68
Lease financing.......................... 2,758.4 50.5 7.42 2,312.6 40.9 7.17
Consumer:
Residential real estate.................. 7,158.8 163.7 9.27 6,592.7 149.2 9.18
Home equity.............................. 9,625.9 228.6 9.63 7,495.3 180.9 9.79
Indirect................................. 7,763.0 178.8 9.34 9,198.7 204.6 9.02
Auto lease............................... 6,980.4 172.2 10.00 4,752.5 100.6 8.58
Student.................................. 2,027.6 37.5 7.50 2,031.7 38.0 7.59
Other.................................... 4,107.4 147.7 14.58 4,114.7 143.9 14.18
Credit card................................ 9,052.2 297.9 13.35 12,906.5 477.0 14.99
---------- -------- ---------- --------
Total loans and leases................... 81,348.1 1,948.1 9.71 79,521.1 1,973.4 10.06
---------- -------- ---------- --------
Total earning assets..................... 100,826.7 2,313.0 9.30 100,605.2 2,337.9 9.42
Allowance for credit losses.................. (1,277.6) (1,199.0)
Other assets................................. 14,773.9 11,355.8
---------- ----------
TOTAL ASSETS................................. $114,323.0 $110,762.0
========== ==========
LIABILITIES:
Deposits:
Noninterest-bearing demand................. $ 17,368.0 $ 14,588.5
Interest-bearing demand.................... 1,484.9 5.4 1.47 1,920.1 7.5 1.58
Savings and money market................... 33,391.2 305.7 3.71 30,075.1 252.6 3.41
Time deposits:
CDs less than $100,000................... 16,771.1 220.0 5.32 18,140.5 247.1 5.52
CDs $100,000 and over:
Domestic............................... 4,630.1 63.2 5.54 6,023.3 81.4 5.48
Foreign................................ 2,681.7 36.2 5.47 2,591.8 34.5 5.40
---------- -------- ---------- --------
Total deposits...................... 76,327.0 630.5 3.35 73,339.3 623.1 3.45
Borrowed funds:
Short-term................................. 13,121.7 176.8 5.46 18,030.4 231.9 5.22
Long-term.................................. 11,171.3 172.8 6.27 6,994.2 111.3 6.45
---------- -------- ---------- --------
Total borrowed funds................... 24,293.0 349.6 5.84 25,024.6 343.2 5.56
---------- -------- ---------- --------
Total interest-bearing liabilities..... 83,252.0 980.1 4.77 83,775.4 966.3 4.68
Other liabilities............................ 3,500.2 2,781.3
---------- ----------
TOTAL LIABILITIES............................ 104,120.2 101,145.2
Preferred stock.............................. 126.7 201.0
Common stockholders' equity.................. 10,076.1 9,415.8
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY... $114,323.0 $110,762.0
========== ==========
Net interest rate spread..................... .83 .79
NET INTEREST INCOME AND NET INTEREST
MARGIN..................................... 1,332.9 5.36 1,371.6 5.53
Provision for credit losses.................. (202.8) (.81) (271.9) (1.10)
-------- ------ -------- ------
NET FUNDS FUNCTION........................... $1,130.1 4.55% $1,099.7 4.43%
======== ====== ======== ======
</TABLE>
- ---------------
(1) Income amounts are presented on a fully taxable equivalent (FTE) basis. The
Federal statutory rate was 35% for all periods presented.
(2) Nonaccrual loans are included in loan balances. Interest income includes
related fee income.
(3) Average securities balances are based on amortized historical cost,
excluding SFAS 115 adjustments to fair value which are included in other
assets.
12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
This discussion should be read in conjunction with the consolidated
financial statements, notes and tables included elsewhere in this report and in
the BANC ONE CORPORATION Annual Report on Form 10-K for the year ended December
31, 1997 (the "1997 Form 10-K"). For purposes of this report, the "Corporation"
is defined as the parent company only and "BANC ONE" refers to the Corporation
and all significant majority-owned subsidiaries.
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 which
may cause actual results to differ materially from those expressed in
forward-looking statements. For a discussion of these risks and uncertainties,
see the 1997 Form 10-K.
PENDING ACQUISITIONS AND MERGERS
On October 20, 1997, the Corporation entered into an agreement providing
for the acquisition of First Commerce Corporation ("First Commerce"), a
multi-bank holding company headquartered in New Orleans, Louisiana, with
approximately $9.4 billion in assets at March 31, 1998. Terms of the agreement
call for First Commerce shareholders to receive 1.408 shares (adjusted for the
10% common stock dividend) of the Corporation's common stock for each share of
First Commerce common stock. The value of the transaction is approximately $3.5
billion based on the Corporation's closing share price on March 31, 1998. The
transaction, subject to regulatory and First Commerce shareholder approval, is
expected to be completed during the second quarter of 1998 and will be accounted
for as a pooling of interests.
On April 10, 1998, the Corporation entered into an agreement to merge with
First Chicago NBD Corporation ("First Chicago"). First Chicago is a multi-bank
holding company headquartered in Chicago with approximately $114.8 billion in
assets at March 31, 1998. The new company will operate under the BANC ONE name.
Terms of the agreement call for First Chicago shareholders to receive 1.62
shares of the new company in exchange for each share of First Chicago stock.
BANC ONE shareholders will receive one share of the new company for each share
of current BANC ONE stock. The value of the transaction is approximately $29.4
billion based on the Corporation's closing share price on March 31, 1998. The
transaction, subject to regulatory and shareholder approval, is expected to be
completed during the fourth quarter of 1998, and will be accounted for as a
pooling of interests.
While there can be no assurances as to the achievement of such business and
financial goals, BANC ONE and First Chicago currently expect to achieve
approximately $1.2 billion in annual pre-tax synergies as a result of the First
Chicago merger, to be fully realized by the end of the third year following the
effective time of the First Chicago merger. Of this total, BANC ONE and First
Chicago expect 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 of
the combined company, in the operations and technology budgets of the combined
company and in its general and administrative expenses, as well as through
increased purchasing leverage with certain suppliers to the combined company.
Increased revenues are expected to come principally in cross-selling
opportunities involving the credit card, retail banking and commercial banking
businesses. BANC ONE and First Chicago also expect that the combined company
will incur a one-time pre-tax restructuring charge of approximately $1.25
billion in the fiscal year in which the First Chicago merger is consummated. For
further information on the First Chicago merger, see BANC ONE's Current Report
on Form 8-K dated April 10, 1998 (as amended by Form 8-K/A filed April 21,
1998).
"REPORTED" VS "MANAGED" ANALYSIS
For funding and risk management purposes, BANC ONE periodically securitizes
loans and leases, 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 and leases. For a more complete
understanding, these trends are also reviewed on a "managed" basis, which adds
data on securitized loans to "reported" data on loans and leases and loans held
for sale. The following analysis of "reported" results of operations should be
read in conjunction with the analysis of "managed" performance beginning on page
22.
13
<PAGE> 14
RESULTS OF OPERATIONS
OVERVIEW
Net income for the first quarter of 1998 was $517.6 million, or $.79 per
common share on a diluted basis, compared with $381.9 million, or $.58 per
common share for the same quarter last year. The 35.5% increase in net income of
$135.7 million primarily reflects an increase in noninterest income of $329.9
million, partially offset by a decrease of $36.9 million in net interest income
and an increase of $184.0 million in noninterest expense.
The annualized return on average common equity ("ROE") increased to 20.75%
for the first quarter of 1998 compared with 16.30% for the same quarter last
year. The annualized return on average assets ("ROA") was 1.84% and 1.40% for
the three months ended March 31, 1998, and 1997, respectively.
NET INTEREST INCOME/NET INTEREST MARGIN
Net interest income on a fully taxable equivalent ("FTE") basis decreased
slightly in the first quarter of 1998 to $1.3 billion from $1.4 billion in the
same quarter of 1997, due primarily to a decline in the yield on credit card
loans, generally offset by increases in the average balances and yields on other
loans and leases, a $2.6 billion decrease in lower yielding average securities,
and a 9 basis point increase in rates on interest-bearing liabilities.
The decline in the average balance and yield on the credit card portfolio
negatively impacted interest income by $179.1 million. The average balance of
the reported credit card portfolio decreased 29.9%, from $12.9 billion to $9.1
billion, while the yield declined from 14.99% to 13.35%. These decreases
resulted from the securitization of high yield credit card loans, as well as
growth in credit card balances at low introductory rates late in the 1997 second
quarter and throughout the remainder of 1997.
The higher average loan and lease portfolio and generally higher yields,
excluding credit card loans, increased interest income by $153.8 million.
Average commercial loans increased $2.3 billion, or 11.2%, from the prior year
quarter mainly due to the strong economic environment which has fueled
commercial loan growth throughout the industry, as well as the positive impact
of more focused sales efforts reflecting the shift to line of business
management. Average residential real estate and home equity loans increased $2.7
billion, or 19.1%, primarily due to higher home equity loan volumes as a result
of marketing efforts.
Securities income decreased by $38.0 million due to the $2.6 billion
reduction in average securities, which reflects the reduction of lower margin
securities to fund loan growth.
Reflecting these factors, the net interest margin decreased to 5.36% from
5.53% for the three months ended March 31, 1998, and 1997, respectively, while
net interest income on an FTE basis declined 2.8% from first quarter 1997 to
first quarter 1998.
For further information on the changes in average balances and the impact
of rates and volume on net interest income, please see Table 1: Rate/Volume
Analysis which follows.
14
<PAGE> 15
TABLE 1: RATE/VOLUME ANALYSIS (1)(2)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1998 VS MARCH 31, 1997
-------------------------------------------
CHANGE IN CHANGE IN
AVERAGE INCOME/ RATE VOLUME
$(MILLIONS) (UNAUDITED) BALANCE EXPENSE EFFECT EFFECT
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
EARNING ASSETS:
Short-term investments............................. $ (58.2) $ (0.8) $ (0.8)
Loans held for sale................................ 1,050.9 39.2 $ 4.0 35.2
Securities: (3)
Taxable.......................................... (2,294.1) (31.4) 39.2 (70.6)
Tax-exempt....................................... (304.1) (6.6) (0.5) (6.1)
--------- ------- ------ -------
Total securities............................ (2,598.2) (38.0) 38.7 (76.7)
--------- ------- ------ -------
Loans and leases: (4)
Commercial....................................... 2,203.8 42.5 (22.9) 65.4
Consumer......................................... 3,477.5 111.3 26.2 85.1
Credit card...................................... (3,854.3) (179.1) (48.1) (131.0)
--------- ------- ------ -------
Total loans and leases...................... 1,827.0 (25.3) (44.8) 19.5
--------- ------- ------ -------
TOTAL EARNING ASSETS............................... $ 221.5 (24.9) (2.1) (22.8)
=========
INTEREST-BEARING LIABILITIES:
Deposits:
Interest-bearing demand............................ $ (435.2) (2.1) (0.5) (1.6)
Savings and money market........................... 3,316.1 53.1 23.9 29.2
Time deposits...................................... (2,672.7) (43.6) (8.1) (35.6)
--------- ------- ------ -------
Total deposits.............................. 208.2 7.4 15.3 (8.0)
--------- ------- ------ -------
Borrowed funds:
Short-term....................................... (4,908.7) (55.1) 68.7 (123.7)
Long-term........................................ 4,177.1 61.5 (21.4) 82.9
--------- ------- ------ -------
Total borrowed funds........................ (731.6) 6.4 47.3 (40.8)
--------- ------- ------ -------
TOTAL INTEREST-BEARING LIABILITIES................. $ (523.4) 13.8 62.6 (48.8)
========= ------- ------ -------
NET INTEREST INCOME (4)............................ $ (38.7) $(64.7) $ 26.0
======= ====== =======
</TABLE>
- ---------------
(1) Income amounts are presented on a fully taxable equivalent (FTE) basis. The
federal statutory rate was 35% for all periods presented.
(2) The change not solely due to volume or rate has been prorated into rate and
volume components.
(3) Average securities balances are based on amortized cost, excluding SFAS 115
adjustments to fair value which are included in other assets.
(4) Nonaccrual loans are included in loan balances. Interest income includes
related fee income.
15
<PAGE> 16
NONINTEREST INCOME
TABLE 2: NONINTEREST INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------
INCREASE (DECREASE)
--------------------
MARCH 31, MARCH 31, PERCENTAGE
$(MILLIONS) 1998 1997 AMOUNT CHANGE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment management and advisory activities..... $ 85.9 $ 74.2 $11.7 15.8%
Service charges on deposit accounts............... 183.9 166.0 17.9 10.8
Loan servicing income:
Credit card..................................... 491.6 288.0 203.6 70.7
Other loan servicing income..................... 33.0 27.1 5.9 21.8
-------- ------ ------
Total loan servicing income................ 524.6 315.1 209.5 66.5
Securities gains.................................. 23.0 15.2 7.8 51.3
Other noninterest income.......................... 319.7 236.7 83.0 35.1
-------- ------ ------
Total noninterest income.......................... $1,137.1 $807.2 $329.9 40.9%
======== ====== ======
</TABLE>
Income from investment management and advisory activities increased 15.8%
for the three months ended March 31, 1998, compared with the same 1997 period.
The increase was primarily due to growth of 32.5% in investment assets managed
for customers to $54.6 billion at March 31, 1998, from $41.2 billion at March
31, 1997.
Income from service charges on deposit accounts increased 10.8% for the
three months ended March 31, 1998, from the same periods in 1997, due primarily
to overdraft fees and analysis charges on commercial customer accounts.
Credit card income increased $203.6 million, or 70.7% for the quarter ended
March 31, 1998, compared with the same 1997 period. This increase was due
primarily to the growth of $7.4 billion, or 35.1%, in average securitized loans,
as well as higher yields.
Higher securities gains for the quarter ending March 31, 1998, were due
primarily to increased sales of lower-margin government and mortgage-backed
securities. Gains on sales of government and mortgage-backed securities were
$22.2 million for the quarter ended March 31, 1998.
Other noninterest income increased $83.0 million for the three months ended
March 31, 1998, compared with the same 1997 period, primarily as a result of
higher gains on sales of assets, which includes a gain of $33.0 million on the
sale of $1.4 billion of residential mortgage loans and a $35.0 million gain on
the sale of certain retail branches during first quarter 1998. Other categories
posting increases over 1997 included mutual funds and annuity sales ($6.1
million) and securities brokerage fees ($8.4 million). Venture income declined
$33.1 million primarily as a result of gains recognized during first quarter
1997 on a public offering of an investment.
16
<PAGE> 17
NONINTEREST EXPENSE
TABLE 3: NONINTEREST EXPENSE
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------
INCREASE (DECREASE)
--------------------
MARCH 31, MARCH 31, PERCENTAGE
$(MILLIONS) 1998 1997 AMOUNT CHANGE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Salary and related costs.......................... $ 634.2 $ 567.7 $66.5 11.7%
Net occupancy and equipment....................... 99.3 81.4 17.9 22.0
Taxes other than income and payroll............... 21.6 23.1 (1.5) (6.5)
Depreciation and amortization..................... 110.3 108.6 1.7 1.6
Outside services and processing................... 212.9 191.5 21.4 11.2
Marketing and development......................... 178.7 130.0 48.7 37.5
Communication and transportation.................. 112.6 94.4 18.2 19.3
Other............................................. 123.4 112.3 11.1 9.9
-------- -------- ------
TOTAL NONINTEREST EXPENSE......................... $1,493.0 $1,309.0 $184.0 14.1%
======== ======== ======
</TABLE>
Salaries and related expenses increased 11.7% for the three months ended
March 31, 1998, compared with the same 1997 period. The increase in salaries and
related costs was primarily due to a 3.4% increase in full time equivalent
staff, increased bonuses and incentive pay resulting from business growth
throughout BANC ONE.
Net occupancy and equipment expense increased $17.9 million for the quarter
ended March 31, 1998. The increase was primarily the result of rental and
maintenance expense for Rapid Cash machines of $7.5 million and an increase in
property management fees due to the outsourcing of this function beginning in
fourth quarter 1997.
Outside services and processing costs increased $21.4 million for the
quarter ended March 31, 1998. This increase is largely attributed to $11.8
million in consulting fees to modify and test software for Year 2000
modifications, in addition to increased credit card and business development
data processing fees.
Marketing and development costs increased $48.7 million for the three
months ended March 31, 1998, compared with the same 1997 period. This increase
was primarily due to continued marketing activities associated with the goal of
sustaining growth in our credit card portfolio.
Communication and transportation expenses increased $18.2 million for the
three months ended March 31, 1998, compared with the same 1997 period. The
increase is primarily attributed to additional telephone and postage expense to
support growth in the credit card business. New accounts opened in the first
quarter 1998 increased 62% over accounts opened in the same quarter of the prior
year, while total credit cards issued increased 5.4%. Increases related to the
credit card business were partially offset by a decrease of $5.1 million of
expenses related to Project One, resulting from the conclusion of this project
in the fourth quarter of 1997.
Year 2000 costs totaled approximately $17.0 million during the first
quarter of 1998, and are expected to exceed $100 million dollars. All
mission-critical applications remain targeted to be fully Year 2000 compliant by
December 1998. Also, all business-vital applications remain targeted to be fully
compliant by March 1999, as well.
INCOME TAXES
The provision for income taxes was 32.1% of pretax income for the three
months ended March 31, 1998, compared with 34.6% for the same period in 1997.
The effective tax rate declined primarily as a result of tax planning
strategies.
17
<PAGE> 18
LINE OF BUSINESS RESULTS
BANC ONE's business activities are conducted and managed through five
national lines of business. These national lines of business are segmented based
upon specific market characteristics and are referred to as: the Banc One
Commercial Banking Group, the Banc One Retail Group, First USA (Credit Cards),
the Finance One Group (Consumer Lending) and the Banc One Capital Holdings
Group.
Banc One Commercial Banking Group provides a broad range of loan, deposit
and alternative financing products to real estate developers, business and
private banking customers. Services provided include treasury management, trade
financing, interest rate risk management, loan syndications and private
placements, foreign exchange, leasing, investment management and custody
accounts, as well as traditional bank financing. Banc One Retail Group provides
depository and related bank and financial services products to retail and small
business customers in 12 states through one of the nation's largest banking
center distribution networks. First USA is responsible for nationwide credit
card operations. BANC ONE is a member of both the Visa(R) and MasterCard(R)
associations. Finance One Group includes both consumer and commercial financial
services and provides indirect auto loans and leases, commercial loans and
leases and alternative borrowing options for customers. Banc One Capital
Holdings Group is responsible for trust and investment management, securities
brokerage, investment and merchant banking, and insurance services.
The following table presents selected March 31, 1998, financial information
for each line of business.
TABLE 4: LINE OF BUSINESS RESULTS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1998(1)
---------------------------------------------------------
COMMERCIAL FIRST FINANCE CAPITAL
($ MILLIONS) BANKING RETAIL USA ONE HOLDINGS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total Revenue........ $ 366.2 $ 800.8 $ 1,233.0 $ 341.4 $182.9
Total Loans.......... 24,818.8 19,235.0 40,364.1 29,791.9 197.3
Total Deposits....... $15,474.3 $58,457.7 $ 77.8 $ 602.0 $623.7
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1998(1)
---------------------------------------------------
TOTAL TOTAL
($ MILLIONS) OTHER MANAGED SECURITIZATIONS REPORTED
- --------------------- ---------------------------------------------------
<S> <C> <C> <C> <C>
Total Revenue........ $ 4.5 $ 2,928.8 $ (458.8) $ 2,470.0
Total Loans.......... 443.7 114,850.8 $(32,511.2) 82,339.6
Total Deposits....... $2,680.8 $ 77,916.3 $77,916.3
</TABLE>
- ---------------
(1) Due to the impracticality of compiling comparable data, line of business
results are not presented for the quarter ended March 31, 1997.
Total revenue represents fully taxable equivalent net interest income plus
noninterest income. Loans and deposits reflect end of period balances. Loans for
each line of business are on a managed basis which includes securitized loans
and loans held for sale. Deposits are allocated based on customers serviced and
include mortgage escrow deposits in Finance One and trust customers' deposits in
Capital Holdings.
The "Other" category consists principally of (1) purchased home equity and
mortgage loans managed by Funds Management, (2) Eurodollar and national market
funds managed by Funds Management, (3) investment securities portfolio and
derivatives, and (4) elimination entries including the net impact of transfer
pricing. The securitization column reverses the impact of securitizations (i.e.
net charge-offs and loans) to arrive at the information as reported in the
consolidated financial statements. (See "Performance Analysis -- Managed
Portfolio" section on page 22 for further "managed" vs. "reported" discussion.)
BALANCE SHEET ANALYSIS
SECURITIES
Total securities at March 31, 1998, were $18.9 billion, an increase of $3.6
billion from December 31, 1997. This increase was due primarily to
reclassifications of securitization-related assets to securities available for
sale. Retained interests in credit card securitizations of $2.2 billion were
included in securities available for sale at March 31, 1998. At December 31,
1997, retained interests in credit card securitizations were included in loans.
In addition, a $455.0 million interest-only strip, an asset established as gains
are recorded on loan securitizations, was reclassified from other assets to
securities available for sale.
18
<PAGE> 19
TABLE 5: SECURITIES
<TABLE>
<CAPTION>
MARCH 31,1998 DECEMBER 31, 1997
----------------------- -----------------------
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
$(MILLIONS) COST FAIR VALUE COST FAIR VALUE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SECURITIES HELD TO MATURITY:
United States Treasury and Federal agencies..... $ 244.2 $ 246.2 $ 253.1 $ 255.0
Mortgage and asset-backed securities............ 46.7 39.2 48.3 40.5
Tax exempt...................................... 402.8 421.5 449.4 470.1
Other........................................... 17.6 15.6 34.5 84.5
--------- --------- --------- ---------
Total securities held to maturity............. 711.3 722.5 785.3 800.1
--------- --------- --------- ---------
SECURITIES AVAILABLE FOR SALE:
United States Treasury and Federal agencies..... 4,665.9 4,680.1 3,910.6 3,958.3
Mortgage and asset-backed securities:
Government.................................... 6,428.1 6,501.6 6,527.8 6,609.4
Other......................................... 4,919.0 4,949.0 1,756.5 1,746.3
Tax exempt...................................... 851.8 865.6 815.2 829.5
Other........................................... 1,184.6 1,189.0 1,319.9 1,324.4
--------- --------- --------- ---------
Total securities available for sale........... 18,049.4 18,185.3 14,330.0 14,467.9
--------- --------- --------- ---------
Total securities......................... $18,760.7 $18,907.8 $15,115.3 $15,268.0
========= ========= ========= =========
</TABLE>
LOANS AND LEASES
At March 31, 1998, total loans and leases were $79.0 billion, a $1.8
billion decrease from December 31, 1997, due primarily to the reclassification
of retained interests in credit card securitizations previously discussed and
the first quarter sale of $1.4 billion in residential mortgage loans. A summary
of the components of loans and leases at March 31, 1998, and December 31, 1997,
is as follows:
TABLE 6: LOANS AND LEASES
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
$(MILLIONS) 1998 1997
- -----------------------------------------------------------------------------------------
<S> <C> <C>
COMMERCIAL:
Commercial................................................ $22,816.9 $22,446.0
Real estate:
Construction............................................ 3,952.6 3,808.1
Other................................................... 5,644.1 5,601.4
Lease financing........................................... 2,801.9 2,767.3
--------- ---------
Total commercial loans............................. 35,215.5 34,622.8
CONSUMER:
Residential real estate................................... 5,875.2 7,189.4
Home equity............................................... 9,775.6 9,488.0
Indirect.................................................. 7,866.0 7,683.4
Auto lease................................................ 7,276.2 6,748.6
Student................................................... 2,006.3 1,831.8
Other..................................................... 4,000.5 3,984.8
--------- ---------
Total consumer loans............................... 36,799.8 36,926.0
CREDIT CARD................................................. 8,259.4 10,504.0
--------- ---------
Total loans and leases............................. 80,274.7 82,052.8
Less: Allowance for credit losses........................... (1,304.3) (1,325.9)
--------- ---------
TOTAL LOANS AND LEASES, NET........................ $78,970.4 $80,726.9
========= =========
</TABLE>
OTHER ASSETS
Other assets decreased $759.7 million, primarily as a result of the
reclassification of the interest-only strip from other assets to securities, as
previously discussed, and decreases in other receivables from the Master Trust.
Additionally, BANC ONE contracted with an independent third party beginning
in 1997 to originate a portion of its credit card portfolio. As a result of this
agreement, and reflecting the benefit of increased
19
<PAGE> 20
specialization and economies of scale, both an increase in the number of
accounts originated and a decrease in the origination costs is anticipated, with
desired credit quality standards being retained. At March 31, 1998, $318.2
million in credit card relationships purchased from this third party were
included in other assets.
DEPOSITS
Total deposits at March 31, 1998, remained stable, increasing $502.0
million from December 31, 1997. The retail deposit mix continued to change,
reflecting strong growth in money market products as customers shifted funds
from savings and certificate of deposit accounts. Deposit growth was also
impacted by the planned disintermediation through the marketing and sales of
alternative annuity and mutual fund products to deposit customers.
TABLE 7: DEPOSITS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
$(MILLIONS) 1998 1997
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Demand deposits:
Noninterest-bearing....................................... $18,880.1 $18,444.2
Interest-bearing.......................................... 1,698.2 1,880.2
Money market and savings.................................... 34,151.6 32,558.7
Time deposits:
CDs less than $100,000.................................... 16,383.3 17,273.5
CDs $100,000 and over:
Domestic................................................ 4,669.4 4,380.8
Foreign................................................. 2,133.7 2,876.9
--------- ---------
Total deposits..................................... $77,916.3 $77,414.3
========= =========
</TABLE>
BORROWINGS
Total borrowings also remained relatively unchanged, $24.5 billion at March
31, 1998, compared to $24.9 billion at December 31, 1997. There continues to be
a change in the distribution between short and long-term borrowings, reflecting
management's desire to lengthen the maturities of wholesale liabilities.
Short-term borrowings decreased $918.9 million, while long-term borrowings
increased $524.8 million from December 31, 1997, to March 31, 1998.
As of March 31, 1998, the Corporation had the authority to issue
approximately $4.0 billion of debt securities, warrants and preferred and common
stock under its existing shelf registration statement and the authority to issue
approximately $2.5 billion of Euro medium-term notes under its existing Euro
medium-term note program. The proceeds of any issuance of securities under the
shelf registration statement or the Euro medium-term note program will be used
for general corporate purposes.
CAPITAL
Total equity to total assets at March 31, 1998, increased slightly to 9.00%
from 8.95% at December 31, 1997. The tangible common equity to net assets ratio
was 7.84% at both March 31, 1998, and December 31, 1997. BANC ONE's objective is
to maintain, at a minimum, a capital position that meets the Federal regulators'
"well capitalized" classification. Regulatory defined Tier 1 and total
risk-adjusted capital ratios were 8.74% and 13.57%, respectively, at March 31,
1998, both significantly above regulatory capital requirements of 4% and 8%,
respectively. All the Corporation's banks meet the regulatory definition of
well-capitalized banks.
Common shares outstanding increased from 646.0 million shares at December
31, 1997, to 647.6 million shares at March 31, 1998, primarily due to the
conversion of preferred stock to common stock.
CREDIT QUALITY
The process for monitoring the level of credit risk and, accordingly, the
required level of allowance for credit losses is administered by each of the
lines of business, under the direction of the Chief Credit Officer. Subsequent
20
<PAGE> 21
to origination, the process used to measure the level of credit risk is
dependent upon the type of loan. For commercial loan products, specific loan
reviews, which assign loan grades, are performed by both the line of business
and credit review personnel. In addition, a migration analysis of loss factors
in the individual portfolios is performed. The consumer loan products, which
include the credit card portfolio, are evaluated utilizing historically-based
migration methodologies used to predict future losses. Further, each loan and
lease portfolio is reviewed to determine if an additional subjective allowance
is necessary. This subjective review is systematic for each portfolio, with
consideration given to the current trends in the portfolio, projection of future
results, changes in underwriting of the product, and results of recent loan
review or internal audit examinations. The aggregate loan and lease portfolio is
also monitored on a quarterly basis to identify portfolio trends, specific
industry conditions, the level of business and personal bankruptcies and other
relevant economic information used to assess the overall level of credit risk.
Management believes that its methodology for determining the allowance for
credit losses and projection of future economic and business trends is reflected
in the current level of the overall allowance.
Annualized total net charge-offs for the first quarter of 1998 decreased to
1.09% of average loans from 1.24% in the first quarter of 1997, due primarily to
lower net charge-offs in the commercial portfolio. Net recoveries for commercial
loans were .07% for the quarter ended March 31, 1998, compared to net
charge-offs of .06% for the same quarter last year.
Loans delinquent 90 days or more as a percentage of ending loans and leases
were .63% and .66% at March 31, 1997, and December 31, 1997, respectively.
Consumer loans accounted for most of this decrease. Credit card loans delinquent
90 days or more increased to 2.47% at March 31, 1998, from 2.17% at December 31,
1997.
Table 8 summarizes information regarding net charge-offs and loans
delinquent 90 days or more. Delinquency and net charge-off trends over time are
a reflection of a number of factors including credit quality of the loan
portfolio, general economic conditions and the successful results of portfolio
management techniques including collection strategies.
TABLE 8: NET CHARGE-OFFS AND DELINQUENCIES
<TABLE>
<CAPTION>
LOANS DELINQUENT
NET CHARGE-OFFS(1)(3) 90 DAYS OR MORE (2)(3)
----------------------------------- --------------------------------------
THREE MONTHS ENDED
-----------------------------------
$(MILLIONS) MARCH 31, 1998 MARCH 31, 1997 MARCH 31, 1998 DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COMMERCIAL:
Commercial................ $ (5.3) (.10)% $ 4.1 .08% $ 65.8 .29% $ 63.7 .28%
Real estate:
Construction.......... (.1) (.01) 13.9 .35 6.2 .16
Other................. (.9) (.07) (.2) (.01) 22.8 .40 14.4 .26
Lease financing........... 1.0 .18 .6 .02 .5 .02
------ ------ ------ ------
Total commercial...... (6.2) (.07) 4.8 .06 103.1 .29 84.8 .24
CONSUMER:
Residential real estate... 5.2 .27 1.8 .10 74.2 1.11 65.3 .84
Home equity............... 10.4 .44 4.8 .26 21.0 .21 23.1 .24
Indirect.................. 35.7 1.87 45.5 2.01 25.8 .33 34.9 .45
Auto lease................ 11.2 .65 5.7 .49 17.1 .24 12.2 .18
Student................... .2 .04 .1 .02 26.1 1.30 31.6 1.73
Other..................... 30.3 2.99 27.7 2.74 18.9 .47 39.4 .99
------ ------ ------ ------
Total consumer........ 93.0 .99 85.6 1.00 183.1 .49 206.5 .55
CREDIT CARD................. 137.6 5.11 156.8 4.57 234.8 2.47 267.9 2.17
------ ------ ------ ------
TOTAL................. $224.4 1.09% $247.2 1.24% $521.0 .63% $559.2 .66%
====== ====== ====== ======
</TABLE>
- ---------------
(1) Ratios presented are expressed as a percent of average balances.
(2) Ratios presented exclude nonperforming loans and are expressed as a percent
of ending balances.
(3) Ratios include loans held for sale.
21
<PAGE> 22
ALLOWANCE FOR CREDIT LOSSES
TABLE 9: ALLOWANCE FOR CREDIT LOSSES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
$(MILLIONS) 1998 1997
- ------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE, BEGINNING OF PERIOD................................ $1,325.9 $1,197.7
Provision for credit losses................................. 202.8 271.9
Total charge-offs........................................... (318.2) (332.6)
Recoveries.................................................. 93.8 85.4
-------- --------
Net charge-offs............................................. (224.4) (247.2)
-------- --------
BALANCE, END OF PERIOD...................................... $1,304.3 $1,222.4
======== ========
</TABLE>
The allowance for credit losses at March 31, 1998, totaled $1.3 billion and
represented 1.62% of ending loans and leases at both March 31, 1998, and
December 31, 1997. The allowance for credit losses expressed as a percentage of
nonperforming loans is another measure of the adequacy of the allowance for
credit losses. The March 31, 1998, allowance for credit losses represented 252%
of nonperforming loans, down from 324% at December 31, 1997. It is management's
view that the allowance for credit losses at March 31, 1998, was adequate and
consistent with the composition of the portfolio and credit quality trends.
PERFORMANCE ANALYSIS -- MANAGED PORTFOLIO
For funding and risk management purposes, loans and leases are periodically
securitized, primarily in support of credit card activities. Since BANC ONE
continues to service the securitized loans and leases, its role becomes one of
loan servicer rather than lender. When loans and leases are securitized, an
initial gain on the sale of the receivables is recorded, the loans and leases
and the related allowance for credit losses are removed from the balance sheet,
and amounts that would previously have been reported as net interest income and
provision for credit losses are instead netted and reported as noninterest
income in loan processing and servicing income.
This accounting for securitizations complicates the understanding of
underlying trends in net interest income, net interest margins and noninterest
income, as well as growth in loans. As a result, it is helpful to analyze
financial performance on a "Managed" portfolio basis, in addition to analyzing
information as "Reported." "Reported" information is derived from consolidated
financial statements which have been prepared in conformity with generally
accepted accounting principles and includes loans held for sale. "Managed"
information treats loans sold in credit card securitization transactions as if
they had not been sold. As such, "Managed" information in the following table
includes both these securitized loans and the on-balance sheet portfolio,
including loans held for sale.
Table 10 presents a reconciliation of the loan portfolio between "Reported"
and "Managed" at March 31, 1998, and December 31, 1997.
22
<PAGE> 23
TABLE 10: MANAGED LOAN PORTFOLIO (END OF PERIOD)
<TABLE>
<CAPTION>
MARCH 31, 1998 DECEMBER 31, 1997
----------------------------------------------- -----------------------------------------------
HELD FOR HELD FOR
REPORTED SALE SECURITIZED MANAGED REPORTED SALE SECURITIZED MANAGED
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COMMERCIAL:
Commercial.................. $22,816.9 $ 22,816.9 $22,446.0 $ 22,446.0
Real estate:
Construction.............. 3,952.6 3,952.6 3,808.1 3,808.1
Other..................... 5,644.1 5,644.1 5,601.4 5,601.4
Lease financing............. 2,801.9 2,801.9 2,767.3 2,767.3
--------- -------- --------- ---------- --------- -------- --------- ----------
Total commercial
loans................. 35,215.5 35,215.5 34,622.8 34,622.8
CONSUMER:
Real estate residential..... 5,875.2 $ 828.9 6,704.1 7,189.4 $ 540.0 7,729.4
Home equity................. 9,775.6 $ 158.8 9,934.4 9,488.0 $ 168.4 9,656.4
Indirect.................... 7,866.0 1,435.8 9,301.8 7,683.4 1,646.4 9,329.8
Auto lease.................. 7,276.2 7,276.2 6,748.6 6,748.6
Student..................... 2,006.3 715.5 2,721.8 1,831.8 745.5 2,577.3
Other....................... 4,000.5 90.8 4,091.3 3,984.8 106.4 4,091.2
--------- -------- --------- ---------- --------- -------- --------- ----------
Total consumer loans.... 36,799.8 828.9 2,400.9 40,029.6 36,926.0 540.0 2,666.7 40,132.7
Credit card................... 8,259.4 1,236.0 30,110.3 39,605.7 10,504.0 1,822.0 28,467.3 40,793.3
--------- -------- --------- ---------- --------- -------- --------- ----------
Total loans and
leases................ $80,274.7 $2,064.9 $32,511.2 $114,850.8 $82,052.8 $2,362.0 $31,134.0 $115,548.8
========= ======== ========= ========== ========= ======== ========= ==========
</TABLE>
Table 11 depicts key financial data on a managed basis, reflecting the
impact of securitizing credit card loans for the three months ended March 31,
1998, and March 31, 1997. In Table 11, the increase in net interest income on a
"Managed" basis reflects the impact on the net interest margin had the loans not
been securitized. The change represents the interest income on securitized loans
less the coupon rate on the securitizations. The increase in the provision for
credit losses on a managed basis is equal to the net charge-offs on securitized
loans. The decrease in "Managed" loan processing and servicing income reflects
these reclassifications, with the remaining amounts relating primarily to
fee-based interchange income and gains recognized on securitized loans.
23
<PAGE> 24
TABLE 11: KEY STATISTICS -- MANAGED
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
----------------------------------------- -----------------------------------------
SECURITIZATION SECURITIZATION
$(MILLIONS) AS REPORTED ADJUSTMENTS MANAGED AS REPORTED ADJUSTMENTS MANAGED
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
STATISTICS:
Net interest
income -- fully taxable
equivalent............... $ 1,332.9 $ 810.6 $ 2,143.5 $ 1,371.6 $ 548.2 $ 1,919.8
Provision for credit
losses................... 202.8 458.8 661.6 271.9 331.7 603.6
---------- --------- ---------- ---------- --------- ----------
Net interest income after
provision for credit
losses................... 1,130.1 351.8 1,481.9 1,099.7 216.5 1,316.2
Noninterest income:
Loan servicing income.... 524.6 (351.8) 172.8 315.1 (214.5) 100.6
Other.................... 612.5 612.5 492.1 492.1
---------- --------- ---------- ---------- --------- ----------
Total noninterest
income............ 1,137.1 (351.8) 785.3 807.2 (214.5) 592.7
Noninterest expense........ 1,493.0 1,493.0 1,309.0 2.0 1,311.0
Taxable equivalent
adjustment............... 12.0 12.0 13.8 13.8
---------- --------- ---------- ---------- --------- ----------
Income before tax.......... $ 762.2 $ -- $ 762.2 $ 584.1 $ -- $ 584.1
========== ========= ========== ========== ========= ==========
BALANCE SHEET AND OTHER
STATISTICS:
Total average loans(1)..... $ 83,819.6 $31,575.1 $115,394.7 $ 80,941.7 $23,030.3 $103,972.0
Total average earning
assets................... $100,826.7 $31,999.0 $132,825.7 $100,605.2 $23,787.8 $124,393.0
Earning asset yield........ 9.30% 16.15% 10.95% 9.42% 15.18% 10.53%
Cost of interest-bearing
liabilities.............. 4.77 6.10 5.13 4.68 6.03 4.97
Net interest margin........ 5.36 10.27 6.54 5.53 9.35 6.26
Net funds function......... 4.55 4.46 4.52 4.43 3.69 4.29
Net charge-offs as a
percentage of average
loans.................... 1.09% 5.89% 2.40% 1.24% 5.84% 2.26%
CREDIT CARD STATISTICS:
Average credit card
loans.................... $ 10,924.9 $29,103.4 $ 40,028.3 $ 13,906.5 $20,976.2 $ 34,882.7
End of period credit card
loans.................... $ 9,495.4 $30,110.3 $ 39,605.7 $ 13,469.4 $21,314.4 $ 34,783.8
Credit card delinquencies
over 30 days as a
percentage of ending
credit card balances..... 5.26% 5.09% 5.13% 5.20% 5.22% 5.21%
Net credit card charge-offs
as a percentage of
average credit card
balances................. 5.11% 6.31% 5.98% 4.57% 6.35% 5.63%
</TABLE>
- ---------------
(1) Includes loans held for sale.
The managed net interest margin in the first quarter of 1998 increased to
6.54% from 6.26% in the first quarter of 1997. Also, the managed net funds
function improved to 4.52% from 4.29% in the 1997 first quarter. These
improvements reflect the positive impact of a declining level of lower-margin
investment securities, as well as the generation and repricing of higher-margin
managed credit card and consumer loans.
The average managed loan portfolio increased 11.0% to $115.4 billion for
the quarter ended March 31, 1998, from $104.0 billion for the same quarter last
year, due primarily to a 15% growth in average credit card loans. Consumer
loans, excluding credit cards, also increased 15%, due primarily to growth in
targeted portfolios such as home equity loans, secured consumer finance loans
and auto leases.
On a managed portfolio basis, credit card charge-offs increased to 5.98%
for the quarter ended March 31, 1998, up from 5.63% for the same quarter last
year, but down from the yearly high of 6.22% in the second quarter of 1997. Also
on a managed portfolio basis, credit card loans delinquent 90 days or more as a
percentage of
24
<PAGE> 25
ending loans and leases were 2.40% for the quarter ended March 31, 1998,
essentially unchanged from 2.39% for the same quarter last year.
The generation of new credit card business remained very strong, reflecting
a decision in the second quarter of 1997 to continue stepped-up marketing and
business development activities. First USA continued to refine and strengthen
its strategic emphasis on segmentation. In the partnership area, a number of
premier names were signed including the University of Washington, the American
Institute of Certified Public Accountants, the Detroit Tigers, the San Diego
Padres, and Internet service providers Yahoo, Geocities, and Excite. In
addition, First USA recently introduced an innovative new line of
customer-activated value cards. The generation of new credit card business
during the 1998 first quarter remained very strong, with 2.0 million new credit
card accounts being opened, up 62% from the level in the year-ago quarter.
RISK MANAGEMENT
INTEREST RATE RISK
BANC ONE employs two methodologies to measure interest rate risk
sensitivity:
- Earnings at Risk (EAR) measures the impact of interest rate changes on
forecasted earnings over the next two years (i.e., short-term).
- Value at Risk (VAR) measures the impact of interest rate changes on the
market value of equity, as represented by the present value of future
cash flows from current assets, liabilities and off-balance sheet
instruments (i.e.,long-term). Thus, changes in VAR represent the total
changes in future earnings streams associated with current assets and
liabilities discounted back to today's present value.
EAR and VAR are measured based on the more restrictive of two interest rate
scenarios: (1) +/- 100 basis point immediate and parallel shift of the yield
curve or (2) the 99% statistically probable maximum interest rate move based on
the preceding two years of rate volatility.
The current EAR and VAR values relating to financial assets and liabilities
as of March 31, 1998, shown in Table 12, are within the Asset Liability
Committee's current risk limits.
TABLE 12: EARNINGS AT RISK AND VALUE AT RISK
<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------------
EARNINGS AT RISK
INTEREST RATE CHANGE ---------------- VALUE AT
IN BASIS POINTS YEAR 1 YEAR 2 RISK
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
+100 Shock.................................................. (2.4)% (.8)% (1.2)%
- -100 Shock.................................................. 2.0 .1 .7
+100 Gradual................................................ (2.1) (1.7) n/a(1)
- -100 Gradual................................................ 2.0 1.1 n/a(1)
</TABLE>
- ---------------
(1) Not applicable.
TRADING RISK
Trading risk is measured according to the maximum adverse change in value
of all trading positions within a 10 day period based on three standard
deviations of historical market volatility. As of March 31, 1998, the Trading
Value at Risk was $9.4 million.
LIQUIDITY RISK
Due to BANC ONE's capital, size and high credit quality ratings, the
Corporation has access to substantial and diverse sources of liquidity. Core
deposits, representing approximately 56% of total funding, remain the primary
source of liquidity, and are generated by a geographically diverse retail
network of affiliate banks in 12
25
<PAGE> 26
states. In addition to retail deposits, approximately 20% of funding is
supported through a variety of wholesale markets.
CREDIT RISK FOR CAPITAL MARKETS ACTIVITIES
There were no past due amounts or required reserves for possible credit
losses at March 31, 1998, related to off-balance sheet investment product
transactions, nor were there any charge-offs during the three months ended March
31, 1998. Customer cap and swap agreements are created to accommodate the needs
of commercial loan customers. BANC ONE enters into offsetting transactions with
third parties and has prudent controls on transaction size, term and customer
disclosure guidelines. Customer contracts outstanding, excluding offsetting
transactions, had notional amounts of $2.2 billion at March 31, 1998.
Table 13 presents the estimated maturities and weighted average fixed rates
of off-balance sheet investment products by type. A key assumption in the
maturity information below is that future variable rates move as indicated by
the forward interest rate curve in existence at March 31, 1998. To the extent
that interest rates move in a fashion other than indicated in the forward
interest rate curve at March 31, 1998, the maturity information will change.
TABLE 13: MATURITIES OF OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
<TABLE>
<CAPTION>
MATURITIES OF OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
AT MARCH 31, 1998 (1)(2)(3)
-----------------------------------------------------------------------------
2003- MARCH 31,
$(MILLIONS) 1998 1999 2000 2001 2002 2007 2008+ 1998
- ------------------------------------------------------------------------------------------------------------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Receive fixed swaps:
Notional value..................... $ 972.5 $ 3,625.0 $2,160.0 $2,290.0 $1,975.0 $ 3,654.5 $1,813.8 $16,490.8
Weighted average fixed rate
received......................... 6.28% 6.40% 6.29% 6.21% 6.78% 6.48% 6.83% 6.46%
Weighted average variable rate
paid............................. 5.75% 5.89% 5.76% 5.69% 5.67% 5.78% 5.69% 5.76%
Receive fixed amortizing swaps:
Notional value..................... $ 68.0 $ 19.0 $ 150.0 $ 237.0
Weighted average fixed rate
received......................... 7.46% 7.26% 5.54% 6.23%
Weighted average variable rate
paid............................. 5.87% 5.89% 5.69% 5.76%
Pay fixed swaps:
Notional value..................... $(1,317.8) $(1,397.2) $ (607.7) $ (359.2) $ (345.3) $(1,158.1) $ (427.4) $(5,612.7)
Weighted average fixed rate paid... 5.71% 5.65% 5.60% 5.65% 5.65% 5.64% 5.64% 5.66%
Weighted average variable rate
received......................... 6.12% 6.06% 6.45% 6.12% 6.13% 6.30% 6.03% 6.17%
Net receive fixed position.......... $ (277.3) $ 2,246.8 $1,702.3 $1,930.8 $1,629.7 $ 2,496.4 $1,386.4 $11,115.1
Purchased caps
Notional value..................... $ 1,000.4 $ 0.7 $ 0.7 $ 3.2 $ 0.6 $ 8.5 $1,014.1
Basis swaps
Notional value..................... $ 557.8 $ 435.3 $ 50.0 $ 199.6 $1,242.7
Other (4)
Notional value..................... $ 1,249.1 $ 310.0 $ 411.0 $ 200.0 $2,170.1
<CAPTION>
DECEMBER 31,
$(MILLIONS) 1997
- ------------------------------------ ------------
<S> <C>
Receive fixed swaps:
Notional value..................... $ 16,977.0
Weighted average fixed rate
received......................... 6.44%
Weighted average variable rate
paid............................. 5.86%
Receive fixed amortizing swaps:
Notional value..................... $ 592.3
Weighted average fixed rate
received......................... 5.63%
Weighted average variable rate
paid............................. 5.87%
Pay fixed swaps:
Notional value..................... $ (5,343.1)
Weighted average fixed rate paid... 6.24%
Weighted average variable rate
received......................... 5.84%
Net receive fixed position.......... $ 12,226.2
Purchased caps
Notional value..................... $ 1,017.7
Basis swaps
Notional value..................... $ 1,653.5
Other (4)
Notional value..................... $ 2,499.0
</TABLE>
- ---------------
(1) Maturities are based on estimated future interest rates from the forward
interest curve at March 31, 1998.
(2) Variable receive and pay interest rates are based primarily on three month
LIBOR or prime.
(3) Includes trading off-balance sheet financial instruments; however, customer
transactions with notional amounts of $3.2 billion and $2.7 billion at March
31, 1998 and December 31, 1997, respectively, have been excluded.
(4) Other off-balance sheet financial instruments include forward-starting swaps
($900 million at March 31, 1998 and December 31, 1997), futures, forwards
and options.
26
<PAGE> 27
TABLE 14: NET UNREALIZED GAINS (LOSSES) ON OFF-BALANCE SHEET FINANCIAL
INSTRUMENTS
<TABLE>
<CAPTION>
NET UNREALIZED GAIN (LOSS)
--------------------------
MARCH 31, DECEMBER 31,
$(MILLIONS) 1998 1997
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Receive fixed swaps......................................... $277.1 $280.7
Receive fixed amortizing swaps.............................. (.4) (.3)
Pay fixed swaps............................................. (22.4) (31.6)
Purchased caps.............................................. (1.9) (3.4)
Basis swaps................................................. (3.7) (2.8)
Forward-starting and other.................................. 6.0 11.8
------ ------
Total....................................................... $254.7 $254.4
====== ======
</TABLE>
Off-balance sheet investment products are used to manage interest rate risk
and the impact on net interest income reflects the cost or benefit as a result
of these products. The net impact of off-balance sheet investment products was
an increase in net interest income of $14.6 million for the three months ended
March 31, 1998, compared with a reduction of $1.4 million for the three months
ended March 31, 1997. However, these amounts alone are not an indication of the
effectiveness of such instruments, as the on-balance sheet instruments hedged
move in the opposite direction. In addition, the cost or benefit from hedging
transactions is significantly impacted by customer preferences, the historical
interest rate environment in which the instruments were acquired and current
market rates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
No material changes.
27
<PAGE> 28
BANC ONE CORPORATION AND SUBSIDIARIES
PART II
OTHER INFORMATION
<TABLE>
<S> <C> <C> <C>
Item 1. Legal Proceedings
Inapplicable.
Item 2. Changes in Securities and Use of Proceeds
(a) Inapplicable.
(b) Inapplicable.
On January 13, 1998, Banc One Capital Corporation, an indirect
wholly owned subsidiary of the Registrant, acquired certain
assets and the business of Fitzgerald Davis & Associates, Inc.
(c) in exchange for 28,147 shares of the Registrant's common stock,
no par value per share ("Common Stock"). The sale of the Common
Stock in this transaction was deemed to be exempt from
registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on Section 4(2) of the Securities
Act and Regulation D promulgated thereunder as a transaction by
an issuer not involving any public offering.
(d) Inapplicable.
Item 3. Defaults Upon Senior Securities
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
Item 5. Other Information
Inapplicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits.
Exhibit 2.1 Agreement and Plan of Reorganization dated as of
April 10, 1998, by and among the Registrant, First
Chicago NBD Corporation and Hornet Reorganization
Corporation (incorporated by reference to Exhibit
2.1 to the Registrant's Current Report on Form 8-
K dated April 10, 1998 (as amended by Form 8-K/A
filed April 21, 1998)).
Exhibit 2.2 Stock Option Agreement dated as of April 10, 1998,
by and between First Chicago NBD Corporation, as
issuer, and the Registrant, as grantee
(incorporated by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated
April 10, 1998 (as amended by Form 8-K/A filed
April 21, 1998)).
Exhibit 2.3 Stock Option Agreement dated as of April 10, 1998,
by and between the Registrant, as issuer, and,
First Chicago NBD Corporation, as grantee
(incorporated by reference to Exhibit 99.2 to the
Registrant's Current Report on Form 8-K dated
April 10, 1998 (as amended by Form 8-K/A filed
April 21, 1998)).
Exhibit 3.1 Amended Articles of Incorporation of the
Registrant (incorporated by reference from Exhibit
3.1 to the Registrant's Current Report on Form 8-K
dated June 27, 1997)
Exhibit 3.2 Code of Regulations of the Registrant
(incorporated by reference from Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1991).
</TABLE>
28
<PAGE> 29
<TABLE>
<S> <C> <C> <C>
Exhibit 11 Statement Regarding Computation of Earnings per
Common Share
Exhibit 12 Statement Regarding Computation of Ratio of
Earnings to Fixed Charges
Exhibit 27 Financial Data Schedules
Exhibit 99.1 Unaudited pro forma condensed combined financial
information showing the impact of the merger of
the Registrant and First Chicago NBD Corporation
on the historical financial position and results
of operations of the Registrant under the "pooling
of interests" method of accounting (incorporated
by reference from Exhibit 99.7 to the Registrant's
Current Report on Form 8-K dated April 10, 1998
(as amended by Form 8-K/A filed April 21, 1998).
b. Reports on Form 8-K
The following reports on Form 8-K were filed by BANC ONE during
the quarter ended March 31, 1998:
Current Report on Form 8-K dated January 20, 1998 (filed January
26, 1998) (Items 5 and 7).
</TABLE>
There are no agreements with respect to long-term debt of the Registrant to
authorize securities in an amount which exceeds 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis. The Registrant agrees
to furnish a copy of any agreement with respect to long-term debt of the
Registrant to the Securities and Exchange Commission upon request.
29
<PAGE> 30
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.
<TABLE>
<CAPTION>
BANC ONE CORPORATION
<S> <C>
May 15, 1998 /s/ WILLIAM C. LEITER
- ------------------------------------ -----------------------------------------------------
Date William C. Leiter
Chief Accounting Officer
</TABLE>
30
<PAGE> 1
EXHIBIT 11
BANC ONE CORPORATION and Subsidiaries
STATEMENT REGARDING COMPUTATION OF EARNINGS PER COMMON SHARE
For the statement regarding computation of earnings per common share, see
"Note 5: Earnings Per Share" of the Notes to Consolidated Financial Statements,
which is expressly incorporated herein by reference.
<PAGE> 1
EXHIBIT 12
BANC ONE CORPORATION and Subsidiaries
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Three Months Ended
March 31, Years Ended December 31,
------------------------- ----------------------------------------------------------
$(millions) 1998 1997 1997 1996 1995 1994 1993
- ------------------------------------------------------------------- ----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CALCULATION INCLUDING INTEREST ON DEPOSITS:
EARNINGS:
Income before income taxes and change
in accounting principle $762.2 $584.1 $1,968.3 $2,496.8 $2,173.5 $1,806.2 $1,914.7
Fixed charges 368.6 360.3 1,511.9 1,202.3 968.7 727.0 397.0
Less: Capitalized interest (.2) (1.1) (1.9) (4.9) (1.7) (1.0) (0.7)
-------- ------ -------- -------- -------- -------- --------
Earnings $1,130.6 $943.3 $3,478.3 $3,694.2 $3,140.5 $2,532.2 $2,311.0
======== ====== ======== ======== ======== ======== ========
FIXED CHARGES:
Interest expense, including interest
factor of capitalized leases and
amortization of deferred debt expense $350.2 $344.3 $1,448.1 $1,142.3 $912.4 $666.8 $345.4
Portion of rental payments under
operating leases deemed to be interest 18.4 16.0 63.8 60.0 56.3 60.2 51.6
-------- ------ -------- -------- -------- -------- --------
Fixed charges $368.6 $360.3 $1,511.9 $1,202.3 $968.7 $727.0 $397.0
======== ====== ======== ======== ======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES
EXCLUDING INTEREST ON DEPOSITS 3.07x 2.62x 2.30x 3.07x 3.24x 3.48x 5.82x
CALCULATION INCLUDING INTEREST ON DEPOSITS:
EARNINGS:
Income before income taxes and change
in accounting principle $762.2 $584.1 $1,968.3 $2,496.8 $2,173.5 $1,806.2 $1,914.7
Fixed charges 999.1 983.4 4,057.0 3,662.5 3,395.1 2,560.2 2,001.9
Less: capitalized interest (.2) (1.1) (1.9) (4.9) (1.7) (1.0) (0.7)
-------- ------ -------- -------- -------- -------- --------
Earnings $1,761.1 $1566.4 $6,023.4 $6,154.4 $5,566.9 $4,365.4 $3,915.9
======== ====== ======== ======== ======== ======== ========
FIXED CHARGES:
As detailed above $368.6 $360.3 $1,151.9 $1,202.3 $968.7 $727.0 $397.0
Interest on deposits 630.5 623.1 2,545.1 2,460.2 2,426.4 1,833.2 1,604.9
-------- ------ -------- -------- -------- -------- --------
Fixed charges $999.1 $983.4 $4,057.0 $3,662.5 $3,395.1 $2,560.2 $2,001.9
======== ====== ======== ======== ======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES
INCLUDING INTEREST ON DEPOSITS 1.76x 1.59x 1.48x 1.68x 1.64x 1.71x 1.96x
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 6,880,391
<INT-BEARING-DEPOSITS> 8,952
<FED-FUNDS-SOLD> 1,080,683
<TRADING-ASSETS> 1,559,023
<INVESTMENTS-HELD-FOR-SALE> 16,626,251
<INVESTMENTS-CARRYING> 711,293
<INVESTMENTS-MARKET> 722,548
<LOANS> 80,274,664
<ALLOWANCE> 1,304,286
<TOTAL-ASSETS> 116,320,883
<DEPOSITS> 77,916,276
<SHORT-TERM> 12,885,041
<LIABILITIES-OTHER> 3,462,529
<LONG-TERM> 11,591,221
0
99,647
<COMMON> 3,237,881
<OTHER-SE> 7,128,288
<TOTAL-LIABILITIES-AND-EQUITY> 116,320,883
<INTEREST-LOAN> 1,944,504
<INTEREST-INVEST> 262,680
<INTEREST-OTHER> 93,810
<INTEREST-TOTAL> 2,300,995
<INTEREST-DEPOSIT> 630,461
<INTEREST-EXPENSE> 980,116
<INTEREST-INCOME-NET> 1,320,878
<LOAN-LOSSES> 202,769
<SECURITIES-GAINS> 22,987
<EXPENSE-OTHER> 1,492,957
<INCOME-PRETAX> 762,266
<INCOME-PRE-EXTRAORDINARY> 517,628
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 517,628
<EPS-PRIMARY> 0.80
<EPS-DILUTED> 0.79
<YIELD-ACTUAL> 5.36
<LOANS-NON> 516,646
<LOANS-PAST> 520,981
<LOANS-TROUBLED> 727
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,325,906
<CHARGE-OFFS> 318,240
<RECOVERIES> 93,852
<ALLOWANCE-CLOSE> 1,304,286
<ALLOWANCE-DOMESTIC> 1,304,286
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
