<PAGE> 1
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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 June 30, 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
------------------------------------------ ------------------------------------------
(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 704,860,781 at July 31, 1998.
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BANC ONE CORPORATION AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<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
Acquisitions and Pending Mergers................ 14
"Reported" vs "Managed" Analysis................ 15
Results of Operations........................... 15
Overview..................................... 15
Net Interest Income/Net Interest Margin...... 15
Noninterest Income........................... 18
Noninterest Expense.......................... 19
Income Taxes................................. 20
Line of Business Results........................ 20
Balance Sheet Analysis.......................... 21
Securities................................... 21
Loans and Leases............................. 21
Other Assets................................. 22
Deposits..................................... 22
Borrowings................................... 23
Capital...................................... 23
Credit Quality.................................. 23
Performance Analysis -- Managed Portfolio....... 25
Risk Management................................. 28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK............................................... 30
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings................................... 31
Item 2. Changes in Securities and Use of Proceeds........... 31
Item 3. Defaults upon Senior Securities..................... 31
Item 4. Submission of Matters to a Vote of Security
Holders................................................... 31
Item 5. Other Information................................... 32
Item 6. Exhibits and Reports on Form 8-K.................... 32
Signatures.................................................. 33
</TABLE>
2
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BANC ONE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
$(MILLIONS, EXCEPT SHARE AMOUNTS) (UNAUDITED) 1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Cash and due from banks..................................... $ 8,174.3 $ 8,162.3
Short-term investments...................................... 765.4 938.6
Loans held for sale......................................... 3,436.2 2,362.0
Securities:
Securities held to maturity............................... 691.0 785.3
Securities available for sale............................. 19,570.8 16,711.3
---------- ----------
Total securities (fair value approximates $20,273.9 and
$17,511.4 at June 30, 1998, and December 31, 1997,
respectively)......................................... 20,261.8 17,496.6
Loans and leases (net of unearned income of $2,248.4 and
$2,017.0 and allowance for credit losses of $1,343.3 and
$1,409.1 at June 30, 1998, and December 31, 1997,
respectively)............................................. 82,682.7 87,083.8
Other assets:
Bank premises and equipment, net.......................... 2,055.5 2,045.3
Interest earned, not collected............................ 923.6 925.8
Other real estate owned................................... 86.7 70.1
Excess of cost over net assets of affiliates purchased.... 716.2 755.2
Other..................................................... 4,916.5 5,557.7
---------- ----------
Total other assets................................... 8,698.5 9,354.1
---------- ----------
TOTAL ASSETS......................................... $124,018.9 $125,397.4
========== ==========
LIABILITIES:
Deposits:
Noninterest-bearing....................................... $ 21,481.9 $ 19,862.3
Interest-bearing.......................................... 63,472.0 65,357.6
---------- ----------
Total deposits......................................... 84,953.9 85,219.9
Federal funds purchased and repurchase agreements........... 8,707.4 11,075.0
Other short-term borrowings................................. 3,099.5 3,095.8
Long-term debt.............................................. 11,656.0 11,457.2
Accrued interest payable.................................... 516.9 544.7
Other liabilities........................................... 3,510.9 2,801.5
---------- ----------
TOTAL LIABILITIES.................................... 112,444.6 114,194.1
---------- ----------
STOCKHOLDERS' EQUITY:
Series C convertible preferred stock, 35,000,000 shares
authorized, no par value, 2,707,917 shares issued and
outstanding at December 31, 1997.......................... 135.4
Common stock, no par value, $5 stated value, 950,000,000
shares authorized; 704,322,047 and 701,207,558 shares
issued at June 30, 1998, and December 31, 1997,
respectively.............................................. 3,521.6 3,506.0
Capital in excess of aggregate stated value of common
stock..................................................... 6,771.6 6,803.9
Retained earnings........................................... 1,170.3 672.0
Accumulated change related to other nonowner transactions... 110.8 154.7
Treasury stock (1,421,331 shares at December 31, 1997), at
cost...................................................... (68.7)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY........................... 11,574.3 11,203.3
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........... $124,018.9 $125,397.4
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
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BANC ONE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
$(MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) 1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans and leases................................ $2,026.7 $2,130.8 $4,113.1 $4,240.5
Securities:
Taxable...................................... 349.3 297.7 627.8 608.7
Tax-exempt................................... 17.2 22.1 35.9 45.4
Loans held for sale............................. 76.5 78.3 159.9 122.5
Other........................................... 16.5 11.5 29.0 22.9
-------- -------- -------- --------
TOTAL INTEREST INCOME...................... 2,486.2 2,540.4 4,965.7 5,040.0
INTEREST EXPENSE:
Deposits:
Demand, savings and money market deposits.... 341.2 293.3 672.0 570.1
Time deposits................................ 352.2 408.2 720.5 817.0
Borrowings...................................... 363.9 384.6 726.0 740.6
-------- -------- -------- --------
TOTAL INTEREST EXPENSE..................... 1,057.3 1,086.1 2,118.5 2,127.7
-------- -------- -------- --------
NET INTEREST INCOME........................ 1,428.9 1,454.3 2,847.2 2,912.3
Provision for credit losses....................... 193.8 410.5 406.1 695.7
-------- -------- -------- --------
Net interest income after provision for
credit losses........................... 1,235.1 1,043.8 2,441.1 2,216.6
NONINTEREST INCOME:
Investment management and advisory activities... 95.1 82.0 187.0 161.7
Service charges on deposit accounts............. 197.4 189.1 394.3 369.1
Loan servicing income........................... 477.6 385.8 1,018.1 709.4
Securities gains, net........................... 42.4 17.9 65.4 33.1
Other........................................... 468.3 200.0 798.2 447.2
-------- -------- -------- --------
TOTAL NONINTEREST INCOME................... 1,280.8 874.8 2,463.0 1,720.5
NONINTEREST EXPENSE:
Salary and related costs........................ 663.9 607.2 1,345.5 1,219.2
Net occupancy and equipment..................... 111.3 83.0 216.0 169.4
Depreciation and amortization................... 116.1 118.3 233.7 233.9
Outside services and processing................. 270.0 201.6 491.6 400.7
Marketing and development....................... 192.0 204.1 374.6 337.9
Communication and transportation................ 124.5 110.3 242.6 210.3
Restructuring charges........................... 126.9 337.3 126.9 337.3
Other........................................... 203.7 144.7 357.9 288.9
-------- -------- -------- --------
TOTAL NONINTEREST EXPENSE.................. 1,808.4 1,806.5 3,388.8 3,197.6
-------- -------- -------- --------
Income before income taxes........................ 707.5 112.1 1,515.3 739.5
Provision for income taxes........................ 220.2 63.4 479.6 279.9
-------- -------- -------- --------
NET INCOME........................................ $ 487.3 $ 48.7 $1,035.7 $ 459.6
======== ======== ======== ========
NET INCOME PER COMMON SHARE:
NET INCOME PER COMMON SHARE, BASIC........... $ .69 $ .06 $ 1.47 $ .66
======== ======== ======== ========
NET INCOME PER COMMON SHARE, DILUTED......... $ .68 $ .06 $ 1.45 $ .65
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
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BANC ONE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
$(MILLIONS) (UNAUDITED) 1998 1997
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<S> <C> <C>
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income................................................ $ 1,035.7 $ 459.6
Depreciation expense...................................... 183.7 171.4
Amortization of other intangibles......................... 50.0 62.5
Other cash provided by operating activities............... 389.7 527.0
--------- ---------
Net cash provided by operating activities............ 1,659.1 1,220.5
--------- ---------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Securities available for sale activity:
Purchases.............................................. (5,788.7) (3,471.5)
Maturities............................................. 1,653.1 2,035.6
Sales.................................................. 5,055.8 3,809.8
Securities held to maturity activity:
Purchases.............................................. (493.9)
Maturities............................................. 72.8 607.1
Loan activity:
Net increase, excluding sales and purchases............ (3,668.8) (3,176.1)
Sales.................................................. 5,536.9 736.7
Purchases and related premiums......................... (889.3) (447.5)
Net (increase) decrease in short-term investments......... 173.2 (97.3)
Additions to bank premises and equipment.................. (288.5) (188.4)
Sale of banks and branch offices.......................... (1,880.2) (22.3)
Net increase in credit card securitization activity....... (632.4) (1,017.9)
Net cash acquired in acquisitions......................... 240.7
All other investing activities, net....................... 55.6 93.9
--------- ---------
Net cash used in investing activities................ (600.5) (1,391.1)
--------- ---------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Net increase in demand savings and money market
deposits............................................... 3,697.3 1,540.0
Net decrease in time deposits............................. (1,629.1) (725.2)
Net decrease in short-term borrowings..................... (2,363.9) (3,230.4)
Issuance of long-term borrowings, net..................... 1,587.3 4,048.0
Repayment of long-term borrowings......................... (1,717.4) (630.6)
Cash dividends paid....................................... (529.9) (381.9)
Purchase of treasury stock................................ (146.3) (710.3)
All other financing activities, net....................... 55.4 93.1
--------- ---------
Net cash (used in) provided by financing
activities.......................................... (1,046.6) 2.7
--------- ---------
Increase (decrease) in cash and cash equivalents.......... 12.0 (167.9)
Cash and cash equivalents at January 1.................... 8,162.3 6,967.8
--------- ---------
Cash and cash equivalents at June 30...................... $ 8,174.3 $ 6,799.9
========= =========
</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>
SIX MONTHS ENDED
JUNE 30,
----------------------
$(MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) 1998 1997
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<S> <C> <C>
BALANCE, BEGINNING OF PERIOD................................ $11,203.3 $10,608.0
Net income.................................................. 1,035.7 459.6
Changes related to other nonowner transactions:
Change in unrealized holding gains (losses) on securities
available for sale, net of tax......................... (43.9) 9.3
--------- ---------
Total net income and changes related to other
nonowner transactions............................... 991.8 468.9
--------- ---------
Exercise of stock options, net of shares purchased.......... (15.8) 14.5
Shares issued in acquisitions............................... 1.4 538.4
Stock transactions related to employee benefit plans and
other..................................................... 69.8 78.0
Cash dividends:
Common ($.76 and $.69 per share for the six months ended
June 30, 1998 and 1997, respectively).................. (527.8) (323.5)
Series C Preferred ($.88 and $1.75 per share for the six
months ended June 30, 1998 and 1997, respectively)..... (2.1) (6.6)
Preferred stock of pooled affiliate....................... (51.8)
Purchase of treasury stock.................................. (146.3) (707.3)
--------- ---------
BALANCE, END OF PERIOD...................................... $11,574.3 $10,618.6
========= =========
</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, and the Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, 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.
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. ACQUISITION
On June 12, 1998, the Corporation completed its acquisition of First
Commerce Corporation ("First Commerce") located in New Orleans, Louisiana,
resulting in the issuance of approximately 56 million shares of the
Corporation's common stock valued at $3.5 billion for all the outstanding shares
of First Commerce common stock, in a tax-free exchange. First Commerce was a
multi-bank holding company with total assets of approximately $9.3 billion and
stockholders' equity of approximately $804.6 million at June 12, 1998. The
acquisition was accounted for as a pooling of interests and, therefore, these
consolidated financial statements have been restated for all periods presented
to include the results of operations, financial position and changes in cash
flows of First Commerce. For further information, see BANC ONE's current report
on Form 8-K dated July 24, 1998.
In connection with the First Commerce merger, BANC ONE identified
restructuring and merger integration charges of $182.0 million ($127.3 million
after tax), of which $126.9 million was recorded as a restructuring charge,
$43.6 million represented integration costs, and $11.5 million was associated
with Year 2000 compliance. The restructuring charge of $126.9 million associated
with the First Commerce merger consisted of employee benefits, severance and
retention costs, and other merger-related costs.
The separate results of operations for BANC ONE and First Commerce were as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ---------------------
$(MILLIONS) 1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUE:
BANC ONE................................... $3,506.6 $ 3,190.3 $6,944.7 $6,321.6
First Commerce............................. 260.4 224.9 484.0 438.9
-------- --------- -------- --------
$3,767.0 $ 3,415.2 $7,428.7 $6,760.5
======== ========= ======== ========
NET INCOME:
BANC ONE................................... $ 536.6 $ 15.8 $1,054.2 $ 397.7
First Commerce............................. (49.3)(a) 32.9 (18.5)(a) 61.9
-------- --------- -------- --------
$ 487.3 $ 48.7 $1,035.7 $ 459.6
======== ========= ======== ========
</TABLE>
- ---------------
(a) Includes accounting conformity and acquisition-related charges.
3. PENDING MERGER
On April 10, 1998, the Corporation entered into an agreement to merge with
First Chicago NBD Corporation ("First Chicago"), a multi-bank holding company
headquartered in Chicago with approximately
7
<PAGE> 8
$119.8 billion in assets at June 30, 1998. The new company will be named BANK
ONE CORPORATION. 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. In the transaction, each share of BANC ONE common stock will
continue to represent one share of BANK ONE CORPORATION common stock after the
merger. The transaction, subject to regulatory and shareholder approval, is
expected to be completed during the second half of 1998, and will be accounted
for as a pooling of interests. In conjunction with the merger, BANC ONE and
First Chicago expect that the new company will incur a pre-tax restructuring
charge of approximately $1.25 billion. 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 and Form 8-K/A filed May 19, 1998), which is incorporated herein
by reference.
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 and $538.4 million for the six months
ended June 30, 1998 and 1997, respectively, and securities trades not settled
decreased $156.2 million and $2.3 billion for the six months ended June 30, 1998
and 1997, respectively. Finally, in connection with the First USA merger, $3.6
billion of mortgage-backed securities were reclassified from held to maturity to
available for sale during the 1997 second quarter.
In addition, noncash investing activities for the six months ended June 30,
1998, included the following transfers of securitization-related assets: (1) an
interest-only strip of $469.4 million was transferred from other assets to
securities available for sale and (2) certificated retained interests in credit
card securitizations of $2.4 billion were transferred from loans to securities
available for sale.
5. EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
--------------- -----------------
$(MILLIONS, EXCEPT PER SHARE AMOUNTS) 1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BASIC:
EARNINGS:
Net income......................................... $487.3 $ 48.7 $1,035.7 $459.6
Deduct: Dividends on preferred shares.............. 6.1 2.1 12.4
------ ------ -------- ------
$487.3 $ 42.6 $1,033.6 $447.2
====== ====== ======== ======
SHARES:
Weighted average common shares outstanding......... 703.5 675.2 701.1 676.2
====== ====== ======== ======
NET INCOME PER COMMON SHARE, BASIC...................... $ .69 $ .06 $ 1.47 $ .66
====== ====== ======== ======
DILUTED:
EARNINGS:
Net income......................................... $487.3 $ 48.7 $1,035.7 $459.6
Interest expense on convertible debentures, net of
tax.............................................. 1.5 1.6 3.2 3.3
Anti-dilutive effect of preferred dividends (1).... (6.1)
------ ------ -------- ------
$488.8 $ 44.2 $1,038.9 $462.9
====== ====== ======== ======
SHARES:
Weighted average common shares outstanding......... 703.5 675.2 701.1 676.2
Add: Dilutive effect of outstanding options........ 7.6 12.9 8.0 12.9
Add: Conversion of preferred stock (1)............. .2 2.8 18.8
Add: Other dilutive contingent share issuances..... 4.0 4.5 4.1 4.5
------ ------ -------- ------
Weighted average common shares outstanding......... 715.3 692.6 716.0 712.4
====== ====== ======== ======
NET INCOME PER COMMON SHARE, DILUTED.................... $ .68 $ .06 $ 1.45 $ .65
====== ====== ======== ======
</TABLE>
- ---------------
(1) The calculation for the three months ended June 1997 excludes the impact of
conversion of preferred stock because of its antidilutive effect on earnings
per share.
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6. CHANGES IN STOCKHOLDERS' EQUITY
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>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1998 JUNE 30, 1997
----------------------------------- -----------------------------------
TAX TAX
BEFORE-TAX (EXPENSE) AFTER-TAX BEFORE-TAX (EXPENSE) AFTER-TAX
$(MILLIONS) AMOUNT OR BENEFIT AMOUNT AMOUNT OR BENEFIT AMOUNT
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
UNREALIZED GAINS ON SECURITIES:
Unrealized holding gains arising during
period................................ $ 7.3 $ (2.3) $ 5.0 $ 51.1 $(19.3) $ 31.8
Less: reclassification adjustment for
gain realized in net income........... (71.6) 22.7 (48.9) (36.1) 13.6 (22.5)
------ ------ ------ ------- ------ ------
Change related to other nonowner
transactions............................ $(64.3) $ 20.4 $(43.9) $ 15.0 $ (5.7) $ 9.3
====== ====== ====== ======= ====== ======
</TABLE>
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.
In addition, of the approximately 56 million shares of BANC ONE stock
issued in the acquisition of First Commerce, approximately four million shares
were shares of treasury stock.
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."
This Statement 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. The Statement 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. These
costs will be amortized on a straight-line basis over the period of benefit, not
to exceed five years, and will be periodically reviewed for possible impairment.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for fiscal years beginning after June 15, 1999, and may be
implemented as of the beginning of any fiscal quarter after issuance. SFAS No.
133 may not be applied retroactively. Management has not yet quantified the
impact of adopting SFAS No. 133 on BANC ONE's financial statements and has not
yet determined the timing or method of adoption of SFAS No. 133.
9
<PAGE> 10
CONSOLIDATED QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
QUARTERS
--------------------------------------------------------------
1998 1997
----------------------- ------------------------------------
$(MILLIONS, EXCEPT PER SHARE DATA) (UNAUDITED) SECOND FIRST FOURTH THIRD SECOND
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CONDENSED INCOME STATEMENT:
Total interest income (1)............ $ 2,502.3 $ 2,493.8 $ 2,505.7 $ 2,582.0 $ 2,556.3
Total interest expense............... 1,057.3 1,061.2 1,074.8 1,105.5 1,086.1
---------- ---------- ---------- ---------- ----------
Net interest income (1)........... 1,445.0 1,432.6 1,430.9 1,476.5 1,470.2
Provision for credit losses.......... 193.8 212.3 281.1 286.6 410.5
Non-interest income.................. 1,280.8 1,182.2 1,142.7 1,151.2 874.8
Non-interest expense................. 1,808.4 1,580.4 1,568.4 1,619.1 1,806.5
Taxable equivalent adjustment........ 16.1 14.3 15.3 15.0 15.9
---------- ---------- ---------- ---------- ----------
Income before income taxes........ 707.5 807.8 708.8 707.0 112.1
Income tax provision:................ 220.2 259.4 201.9 242.2 63.4
---------- ---------- ---------- ---------- ----------
Net income........................ $ 487.3 $ 548.4 $ 506.9 $ 464.8 $ 48.7
========== ========== ========== ========== ==========
Net income available to common
stockholders...................... $ 487.3 $ 546.3 $ 504.5 $ 461.8 $ 42.6
========== ========== ========== ========== ==========
KEY AVERAGE BALANCES:
Total securities (2)................. $ 20,695.5 $ 18,348.7 $ 16,524.0 $ 17,396.5 $ 19,672.1
Total loans and leases............... 86,477.2 87,792.9 89,536.2 91,577.7 86,857.1
Total assets......................... 124,090.8 123,759.3 121,781.7 122,715.3 121,590.4
Total deposits....................... 83,856.0 84,042.3 82,895.9 82,899.5 81,399.8
Total borrowed funds................. 25,123.3 25,063.8 24,595.1 26,122.2 26,602.0
Common stockholders' equity.......... $ 11,307.7 $ 10,920.7 $ 10,706.5 $ 10,444.9 $ 10,560.3
MARGIN ANALYSIS (1)(3)(4):
Net interest income.................. 5.25% 5.30% 5.27% 5.31% 5.38%
Net funds function................... 4.55% 4.52% 4.23% 4.27% 3.88%
KEY OPERATING RATIOS:
Return on average assets (3)......... 1.58% 1.80% 1.65% 1.50% .16%
Return on average common
equity (3)........................ 17.29 20.29 18.69 17.54 1.62
Return on average total
equity (3)........................ 17.28 20.13 18.54 17.36 1.82
Average common equity to average assets... 9.11 8.82 8.79 8.51 8.69
Average total equity to average assets... 9.12 8.93 8.91 8.66 8.84
Tier I capital ratio................. 9.03 8.94 8.57 8.60 8.37
Total risk adjusted capital ratio.... 13.47 13.60 12.97 13.09 12.84
Tier I leverage ratio................ 8.54% 8.18% 7.93% 7.66% 7.66%
</TABLE>
- ---------------
(1) Fully taxable equivalent basis. The Federal statutory rate used was 35% for
all periods presented.
(2) Average balances are based on amortized historical cost excluding SFAS 115
adjustments to fair value which are included in other assets.
(3) Ratios presented on an annualized basis.
(4) As a percent of average earning assets.
(5) Excludes certain smaller balance loans collectively evaluated for
impairment.
(6) Includes loans held for sale.
(7) Excluding nonperforming loans.
(8) Second and third quarter 1997 periods have not been restated for the 10%
stock dividend.
10
<PAGE> 11
CONSOLIDATED QUARTERLY FINANCIAL DATA (CONTINUED)
<TABLE>
<CAPTION>
QUARTERS
--------------------------------------------------------------
1998 1997
----------------------- ------------------------------------
$(MILLIONS, EXCEPT PER SHARE DATA) (UNAUDITED) SECOND FIRST FOURTH THIRD SECOND
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CREDIT ANALYSIS:
Net charge-offs to average loans and leases
(3)............................... 1.07% 1.06% 1.32% 1.29% 1.36%
Ending allowance to loans and leases... 1.60 1.60 1.59 1.60 1.60
Nonperforming assets to loans and leases
(5)(6)............................ .70 .71 .57 .59 .53
Loans delinquent 90 or more days to loans
and leases (6)(7)................. .60 .62 .64 .74 .57
Allowance to nonperforming loans..... 254.17% 250.96% 316.23% 307.03% 336.95%
MANAGED DATA:
Total average loans and leases (6)... $122,211.9 $122,146.4 $119,954.5 $117,936.5 $113,059.3
Net interest margin (1)(3)........... 6.33% 6.43% 6.17% 6.20% 6.11%
Net funds function (1)(3)............ 4.43 4.50 4.32 4.36 3.88
Credit card net charge-offs to average
credit card loans (3)............. 5.84 5.96 5.35 5.75 6.18
Credit card loans delinquent 90 or more days
to credit card loans.............. 2.18% 2.38% 2.28% 2.02% 2.10%
COMMON STOCK:
Per common share data
Net income, basic................. $ .69 $ .78 $ .73 $ .67 $ .06
Net income, diluted............... .68 .77 .71 .65 .06
Cash dividends declared........... .38 .38 .345 .345 .345
Book value (8).................... $ 16.43 $ 16.05 $ 15.82 $ 16.74 $ 16.40
Average shares outstanding, basic.... 703.5 698.4 699.3 695.9 675.2
Average shares outstanding, diluted.. 715.3 716.6 719.3 719.4 692.6
Shares traded, as originally reported.. 133.9 105.5 113.3 102.8 125.6
Stock price:
High.............................. $ 65.63 $ 63.94 $ 54.37 $ 52.10 $ 45.57
Low............................... 54.94 44.66 43.01 43.24 35.57
Close............................. $ 55.81 $ 63.25 $ 49.37 $ 50.91 $ 44.04
</TABLE>
11
<PAGE> 12
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES (1)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1998 JUNE 30, 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....................... $ 1,225.4 $ 16.5 5.40% $ 848.7 $ 11.5 5.43%
Loans held for sale.......................... 1,963.9 76.5 15.62 2,317.7 78.3 13.55
Securities: (2)
Taxable.................................... 19,435.1 349.8 7.22 18,124.0 297.8 6.59
Tax-exempt................................. 1,260.4 25.6 8.15 1,548.1 32.4 8.39
---------- -------- ---------- --------
Total securities......................... 20,695.5 375.4 7.28 19,672.1 330.2 6.73
Loans and leases: (3)
Commercial:
Commercial............................... 24,665.0 500.5 8.14 22,584.7 475.8 8.45
Commercial real estate................... 6,673.2 148.1 8.90 7,072.6 159.1 9.02
Construction real estate................. 4,212.0 99.0 9.43 4,085.1 98.2 9.64
Lease financing.......................... 2,814.1 51.7 7.37 2,421.9 45.0 7.45
Consumer:
Residential real estate.................. 6,651.3 154.3 9.30 7,977.8 182.9 9.20
Home equity.............................. 9,969.2 240.6 9.68 7,895.2 192.3 9.77
Indirect................................. 8,817.1 202.8 9.23 9,923.1 229.9 9.29
Auto lease............................... 7,663.2 166.9 8.74 5,663.5 122.9 8.70
Student.................................. 2,432.1 46.7 7.70 2,403.1 45.5 7.59
Other.................................... 4,365.1 123.3 11.33 4,690.2 131.9 11.28
Credit card................................ 8,214.9 300.0 14.65 12,139.9 452.8 14.96
---------- -------- ---------- --------
Total loans and leases................... 86,477.2 2,033.9 9.43 86,857.1 2,136.3 9.87
---------- -------- ---------- --------
Total earning assets..................... 110,362.0 2,502.3 9.09 109,695.6 2,556.3 9.35
Allowance for credit losses.................. (1,350.9) (1,302.5)
Other assets................................. 15,079.7 13,197.3
---------- ----------
TOTAL ASSETS................................. $124,090.8 $121,590.4
========== ==========
LIABILITIES:
Deposits:
Noninterest-bearing demand................. $ 18,824.6 $ 16,628.2
Interest-bearing demand.................... 2,662.6 11.0 1.66 2,868.6 13.6 1.90
Savings and money market................... 35,974.3 330.2 3.68 32,263.9 279.7 3.48
Time deposits:
CDs less than $100,000................... 18,325.0 243.5 5.33 20,309.7 280.4 5.54
CDs $100,000 and over:
Domestic............................... 5,465.6 73.9 5.42 7,170.0 98.3 5.50
Foreign................................ 2,603.9 34.8 5.36 2,159.4 29.5 5.48
---------- -------- ---------- --------
Total deposits...................... 83,856.0 693.4 3.32 81,399.8 701.5 3.46
Borrowed funds:
Short-term................................. 13,152.8 176.3 5.38 17,485.4 238.9 5.48
Long-term.................................. 11,970.5 187.6 6.29 9,116.6 145.7 6.41
---------- -------- ---------- --------
Total borrowed funds................... 25,123.3 363.9 5.81 26,602.0 384.6 5.80
---------- -------- ---------- --------
Total interest-bearing liabilities..... 90,154.7 1,057.3 4.70 91,373.6 1,086.1 4.77
Other liabilities............................ 3,799.7 2,839.4
---------- ----------
TOTAL LIABILITIES............................ 112,779.0 110,841.2
Preferred stock.............................. 4.1 188.9
Common stockholders' equity.................. 11,307.7 10,560.3
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY... $124,090.8 $121,590.4
========== ==========
Net interest rate spread..................... 4.39 4.58
NET INTEREST INCOME AND NET INTEREST
MARGIN..................................... 1,445.0 5.25 1,470.2 5.38
Provision for credit losses.................. (193.8) (.70) (410.5) (1.50)
-------- ------ -------- ------
NET FUNDS FUNCTION........................... $1,251.2 4.55% $1,059.7 3.88%
======== ====== ======== ======
</TABLE>
- ---------------
(1) Income amounts are presented on a fully taxable equivalent (FTE) basis. The
federal statutory rate was 35% for all periods presented.
(2) Average securities balances are based on amortized historical cost,
excluding SFAS 115 adjustments to fair value which are included in other
assets.
(3) Nonaccrual loans are included in loan balances. Interest income includes
related fee income.
12
<PAGE> 13
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES (1) (CONTINUED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1998 JUNE 30, 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...................... $ 1,096.4 $ 29.0 5.33% $ 874.6 $ 22.9 5.28%
Loans held for sale......................... 2,216.3 159.9 14.55 1,871.6 122.5 13.20
Securities: (2)
Taxable................................... 18,224.4 628.6 6.96 18,712.6 608.9 6.56
Tax-exempt................................ 1,304.2 53.1 8.21 1,603.2 66.6 8.38
---------- -------- ---------- --------
Total securities........................ 19,528.6 681.7 7.04 20,315.8 675.5 6.71
Loans and leases: (3)
Commercial:
Commercial.............................. 24,315.8 985.1 8.17 22,048.7 915.1 8.37
Commercial real estate.................. 6,716.6 297.9 8.94 7,138.3 316.6 8.94
Construction real estate................ 4,130.8 195.0 9.52 4,023.1 192.3 9.64
Lease financing......................... 2,786.4 102.1 7.39 2,367.6 85.9 7.32
Consumer:
Residential real estate................. 7,470.7 341.7 9.22 7,810.1 353.6 9.13
Home equity............................. 9,819.9 470.2 9.66 7,715.0 374.0 9.78
Indirect................................ 8,690.9 397.7 9.23 9,973.7 451.4 9.13
Auto lease.............................. 7,323.7 339.1 9.34 5,210.5 223.5 8.65
Student................................. 2,455.2 93.2 7.65 2,409.0 90.8 7.60
Other................................... 4,478.4 281.7 12.68 4,669.3 287.6 12.42
Credit card............................... 8,943.1 621.8 14.02 12,930.0 960.2 14.98
---------- -------- ---------- --------
Total loans and leases.................. 87,131.5 4,125.5 9.55 86,295.3 4,251.0 9.93
---------- -------- ---------- --------
Total earning assets.................... 109,972.8 4,996.1 9.16 109,357.3 5,071.9 9.35
Allowance for credit losses................. (1,356.1) (1,292.3)
Other assets................................ 15,309.4 12,639.6
---------- ----------
TOTAL ASSETS................................ $123,926.1 $120,704.6
========== ==========
LIABILITIES:
Deposits:
Noninterest-bearing demand................ $ 18,763.9 $ 16,261.4
Interest-bearing demand................... 2,724.0 23.9 1.77 3,029.1 28.6 1.90
Savings and money market.................. 35,462.8 648.1 3.69 31,883.5 541.5 3.42
Time deposits:
CDs less than $100,000.................. 18,681.4 495.8 5.35 20,303.1 557.6 5.54
CDs $100,000 and over:
Domestic.............................. 5,672.3 153.6 5.46 7,185.9 194.9 5.47
Foreign............................... 2,644.1 71.1 5.42 2,393.8 64.5 5.43
---------- -------- ---------- --------
Total deposits..................... 83,948.5 1,392.5 3.35 81,056.8 1,387.1 3.45
Borrowed funds:
Short-term................................ 13,327.9 358.0 5.42 18,044.1 478.1 5.34
Long-term................................. 11,765.8 368.0 6.31 8,189.2 262.5 6.46
---------- -------- ---------- --------
Total borrowed funds.................. 25,093.7 726.0 5.83 26,233.3 740.6 5.69
---------- -------- ---------- --------
Total interest-bearing liabilities.... 90,278.3 2,118.5 4.73 91,028.7 2,127.7 4.71
Other liabilities........................... 3,703.4 2,876.1
---------- ----------
TOTAL LIABILITIES........................... 112,745.6 110,166.2
Preferred stock............................. 65.2 194.9
Common stockholders' equity................. 11,115.3 10,343.5
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY.................................... $123,926.1 $120,704.6
========== ==========
Net interest rate spread.................... 4.43 4.64
NET INTEREST INCOME AND NET INTEREST
MARGIN.................................... 2,877.6 5.28 2,944.2 5.43
Provision for credit losses................. (406.1) (.75) (695.7) (1.28)
-------- ------ -------- -------
NET FUNDS FUNCTION.......................... $2,471.5 4.53% $2,248.5 4.15%
======== ====== ======== =======
</TABLE>
13
<PAGE> 14
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") and the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998. For purposes of this report, the term "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.
ACQUISITIONS AND PENDING MERGERS
On June 12, 1998, the Corporation completed its acquisition of First
Commerce Corporation ("First Commerce"), located in New Orleans, Louisiana. The
acquisition was accounted for as a pooling of interests and, accordingly, the
information included in this report presents the combined results of BANC ONE
and First Commerce as if the two companies had operated as a combined entity for
all periods presented.
First Commerce was acquired in a tax-free exchange of stock, whereby the
Corporation issued 1.408 shares (adjusted for the 10% common stock dividend) of
the Corporation's common stock (approximately 56 million shares in total) for
each outstanding share of First Commerce common stock. First Commerce was a
multi-bank holding company with total assets of approximately $9.3 billion and
stockholders' equity of approximately $804.6 million at June 12, 1998.
In connection with the First Commerce merger, BANC ONE identified
restructuring and merger integration charges of $182.0 million ($127.3 million
after tax), of which $126.9 million was recorded as a restructuring charge,
$43.6 million represented integration costs, and $11.5 million was associated
with Year 2000 compliance. The restructuring charge of $126.9 million associated
with the First Commerce merger consisted of employee benefits, severance and
retention costs, and other merger-related costs.
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 $119.8 billion in
assets at June 30, 1998. The new company will be named BANK ONE CORPORATION.
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. In
the transaction, each share of BANC ONE common stock will continue to represent
one share of BANK ONE CORPORATION common stock after the merger. The
transaction, subject to regulatory and shareholder approval, is expected to be
completed during the second half 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 pre-tax restructuring charge of approximately $1.25 billion. 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 Forms 8-K/A filed April 21, 1998
and May 19, 1998).
14
<PAGE> 15
"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
25.
RESULTS OF OPERATIONS
OVERVIEW
Net income for the second quarter of 1998 was $487.3 million, or $.68 per
common share on a diluted basis, compared with $48.7 million, or $.06 per common
share for the same quarter last year. The increase in net income primarily
reflects a decrease of $216.7 million, or 52.8%, in the provision for credit
losses, an increase of $406.0 million, or 46.4%, in noninterest income,
partially offset by increases in noninterest expense, and a decrease of $210.4
million, discussed below, in restructuring charges. For the six-month periods
ended June 30, 1998 and 1997, respectively, net income was $1,035.7 million, or
$1.45 per share, and $459.6 million, or $.65 per share, reflecting the same
factors as the quarterly results.
Both the 1998 and 1997 second quarters were impacted by charges for special
acquisition-related items. The 1998 second quarter included $182.0 million
($127.3 million after tax) of restructuring and integration costs associated
with the acquisition of First Commerce. The $182.0 million represented $126.9
million in restructuring charges, $11.5 million in integration costs, as well as
other merger-related costs. The 1997 second quarter included $467.4 million
($328.8 million after tax) of costs associated with the acquisition of First
USA, Inc. ("First USA") and other strategic initiatives. Of the $467.4 million
recorded in 1997, $337.3 million was recorded as a restructuring charge and
$130.1 million was recorded as an additional provision for credit losses.
Excluding the impact of these acquisition-related items, 1998 second quarter
results were $614.6 million, or $.86 per share, compared with $377.5 million, or
$.55 per share, for the 1997 second quarter. Also excluding these items, results
for the six-month periods ended June 30, 1998 and 1997, respectively, were
$1,163.0 million, or $1.63 per share, and $788.4 million, or $1.11 per share.
The annualized return on average common equity ("ROCE") increased to 17.29%
for the second quarter of 1998, compared with 1.62% for the same quarter last
year. The annualized return on average assets ("ROA") was 1.58% and .16% for the
three months ended June 30, 1998 and 1997, respectively. For the six-month
periods ended June 30, 1998 and 1997, the annualized ROCE was 18.75% and 8.72%,
respectively, while the annualized ROA was 1.69% and .77%, respectively.
Excluding the impact of the acquisition-related items above, for the three
months ended June 30, 1998 and 1997, respectively, ROCE was 21.80% and 14.11%
and ROA was 1.99% and 1.25%. Also excluding the acquisition-related items, for
the six months ended June 30, 1998 and 1997, ROCE was 21.06% and 15.13%, while
ROA was 1.89% and 1.32%.
NET INTEREST INCOME/NET INTEREST MARGIN
Net interest income on a fully taxable equivalent ("FTE") basis decreased
slightly in the second quarter of 1998 to $1.4 billion from $1.5 billion in the
same quarter of 1997. For the six months ended June 30, 1998, net interest
income on an FTE basis declined $66.6 million from the same period in 1997. The
decreases in net interest income for both the three and six months in 1998 were
due primarily to declines in both the average balance and yield on credit card
loans, resulting from increased securitizations, generally offset by increases
in the average balances on other loans and leases and an increase in average
securities. The effect of securitizations is further discussed in "Performance
Analysis -- Managed Portfolio" beginning on page 25.
Net interest margin decreased to 5.25% from 5.38% for the three months
ended June 30, 1998 and 1997, respectively, while net interest income on an FTE
basis declined $25.2 million, or 1.7%, from second quarter
15
<PAGE> 16
1997 to second quarter 1998. For the six months ended June 30, 1998, when
compared to the same period last year, the net interest margin declined to
5.28%, while net interest income declined $66.6 million, or 2.3%.
The decline in the average balance and yield on the credit card portfolio
negatively impacted interest income by $152.8 million during the second quarter
of 1998, and by $338.4 million for the six months ended June 30, 1998, when
compared to the same periods in 1997. The average balance of the reported credit
card portfolio decreased 32.3% and 30.8%, respectively, from the three and six
months ended June 30, 1997. The yield on the reported credit card portfolio also
declined, from 14.96% to 14.65% on a quarter-to-quarter basis and from 14.98% to
14.02% on a year-to-date basis. These decreases resulted from the
reclassification of retained interests in credit card securitizations from loans
to securities, the continued securitization of higher yielding credit card
loans, as well as continued 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 $50.4 million and
$212.9 million for the three and six months ended June 30, 1998, respectively,
from the same periods in 1997. Average commercial loans increased $2.2 billion,
or 6.1%, and $2.4 billion, or 6.7%, from the prior year quarter and six-month
periods, respectively, 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 home equity loans increased 26.3% and 27.3%, respectively,
from the three and six months ended June 30, 1997, primarily as a result of
marketing efforts, while residential real estate loans declined as expected, due
primarily to the sale of $2.6 billion in residential mortgage loans during the
first half of 1998.
For both the three and six months ended June 30, 1998, securities income
increased due primarily to an increase in the yield on those securities and the
reclassification of retained interests in credit card securitizations from loans
to securities.
16
<PAGE> 17
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.
TABLE 1: RATE/VOLUME ANALYSIS (1)(2)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1998 VS JUNE 30, 1997 JUNE 30, 1998 VS JUNE 30, 1997
---------------------------------------- ----------------------------------------
CHANGE IN CHANGE IN CHANGE IN CHANGE IN
AVERAGE INCOME/ RATE VOLUME AVERAGE INCOME/ RATE VOLUME
$(MILLIONS) (UNAUDITED) BALANCE EXPENSE EFFECT EFFECT BALANCE EXPENSE EFFECT EFFECT
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
EARNING ASSETS:
Short-term investments........ $ 376.7 $ 5.0 $ (.5) 5.5 $ 221.8 $ 6.1 $ .2 $ 5.9
Loans held for sale........... (353.8) (1.8) 47.1 (48.9) 344.7 37.4 13.4 24.0
Securities: (3)
Taxable..................... 1,311.1 52.0 29.6 22.4 (488.2) 19.7 58.4 (38.7)
Tax-exempt.................. (287.7) (6.8) (.9) (5.9) (299.0) (13.5) (1.3) (12.2)
--------- ------- ------ ------- --------- ------- ------ -------
Total securities........ 1,023.4 45.2 28.7 16.5 (787.2) 6.2 57.1 (50.9)
--------- ------- ------ ------- --------- ------- ------ -------
Loans and leases: (4)
Commercial.................. 2,200.0 21.2 (122.7) 143.9 2,371.9 70.2 (74.2) 144.4
Consumer.................... 1,345.1 29.2 (15.3) 44.5 2,451.2 142.7 25.8 116.9
Credit card................. (3,925.0) (152.8) (9.3) (143.5) (3,986.9) (338.4) (58.0) (280.4)
--------- ------- ------ ------- --------- ------- ------ -------
Total loans and
leases................ (379.9) (102.4) (147.3) 44.9 836.2 (125.5) (106.4) (19.1)
--------- ------- ------ ------- --------- ------- ------ -------
TOTAL EARNING ASSETS.......... $ 666.4 (54.0) (72.0) 18.0 $ 615.5 (75.8) (35.7) (40.1)
========= =========
INTEREST-BEARING LIABILITIES:
Deposits:
Interest-bearing demand....... $ (206.0) (2.6) (1.7) (.9) $ (305.1) (4.7) (1.9) (2.8)
Savings and money market...... 3,710.4 50.5 17.1 33.4 3,579.3 106.6 43.1 63.5
Time deposits................. (3,244.6) (56.0) (12.4) (43.6) (2,885.0) (96.5) (19.1) (77.4)
--------- ------- ------ ------- --------- ------- ------ -------
Total deposits.......... 259.8 (8.1) 3.0 (11.1) 389.2 5.4 22.1 (16.7)
--------- ------- ------ ------- --------- ------- ------ -------
Borrowed funds
Short-term.................. (4,332.6) (62.6) (4.4) (58.2) (4,716.2) (120.1) 19.2 (139.3)
Long-term................... 2,853.9 41.9 (18.9) 60.8 3,576.6 105.5 (18.8) 124.3
--------- ------- ------ ------- --------- ------- ------ -------
Total borrowed funds.... (1,478.7) (20.7) (23.3) 2.6 (1,139.6) (14.6) .4 (15.0)
--------- ------- ------ ------- --------- ------- ------ -------
TOTAL INTEREST-BEARING
LIABILITIES................. $(1,218.9) (28.8) (20.3) (8.5) $ (750.4) (9.2) 22.5 (31.7)
========= ------- ------ ------- ========= ------- ------ -------
NET INTEREST INCOME (4)....... $ (25.2) $(51.7) $ 26.5 $ (66.6) $(58.2) $ (8.4)
======= ====== ======= ======= ====== =======
</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.
17
<PAGE> 18
NONINTEREST INCOME
TABLE 2: NONINTEREST INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------------- -------------------------------------------
INCREASE (DECREASE) INCREASE (DECREASE)
------------------- -------------------
JUNE 30, JUNE 30, PERCENTAGE JUNE 30, JUNE 30, PERCENTAGE
$(MILLIONS) 1998 1997 AMOUNT CHANGE 1998 1997 AMOUNT CHANGE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment management and
advisory activities..... $ 95.1 $ 82.0 $13.1 16.0% $ 187.0 $ 161.7 $25.3 15.6%
Service charges on deposit
accounts................ 197.4 189.1 8.3 4.4 394.3 369.1 25.2 6.8
Loan servicing income:
Credit card............. 442.4 359.1 83.3 23.2 948.3 654.7 293.6 44.8
Other loan servicing
income................ 35.2 26.7 8.5 31.8 69.8 54.7 15.1 27.6
-------- ------ ------ -------- -------- ------
Total loan servicing
income............ 477.6 385.8 91.8 23.8 1,018.1 709.4 308.7 43.5
Securities gains.......... 42.4 17.9 24.5 136.9 65.4 33.1 32.3 97.6
Other noninterest
income.................. 468.3 200.0 268.3 134.2 798.2 447.2 351.0 78.5
-------- ------ ------ -------- -------- ------
TOTAL NONINTEREST
INCOME.................. $1,280.8 $874.8 $406.0 46.4% $2,463.0 $1,720.5 $742.5 43.2%
======== ====== ====== ======== ======== ======
</TABLE>
Income from investment management and advisory activities increased 16.0%
and 15.6% for the three and six months ended June 30, 1998, respectively,
compared with the same 1997 periods. The increase was primarily due to growth of
20.0% in investment assets managed for customers to $59.9 billion at June 30,
1998 from $49.9 billion a year ago.
The increase in service charges on deposit accounts of $8.3 million and
$25.2 million for the quarter and year-to-date periods ended June 30, 1998,
respectively, as compared to the prior year periods, reflects an increase in
analysis charges on commercial customer accounts and an overall growth in cash
management.
Credit card servicing income increased $83.3 million, or 23.2%, and $293.6
million, or 44.8%, for the quarter and year-to-date periods ended June 30, 1998,
respectively, compared with the same 1997 periods. This was primarily due to an
increase in the level of securitized loans in credit card servicing income, as
well as an increase in the yield on these securitized loans. As a result, the
net interest and fee income related to these securitized loans increased $172.6
million and $429.3 million for the three and six months ended June 30, 1998,
respectively, compared with same 1997 periods.
Higher securities gains for the quarter and six months ended June 30, 1998,
compared with the same 1997 periods, reflect a planned increase in sales of
lower-margin government and mortgage-backed securities in the second quarter of
1998.
Gains on the sale of U.S. Treasury securities for the three and six months
ended June 30, 1998, increased $50.2 million and $71.5 million, compared with
the same periods last year. This was partially offset by decreases of $25.7
million and $39.2 million in gains on the sale of available for sale securities
from the quarter and six months ended June 30, 1997, respectively.
Other noninterest income increased $268.3 million and $351.0 million for
the three and six months ended June 30, 1998, respectively, compared with the
same 1997 periods. The increased income resulted primarily from gains on the
sales of branches, mortgage loan servicing rights, and residential mortgage
loans. Gains on the sale of branches totaled $154.6 million and $189.6 million
for the three and six months ended June 30, 1998, respectively. Second quarter
1998 results also included a $31.0 million gain on the sale of mortgage
servicing rights. For the six months ended June 30, 1998, residential mortgage
loan sales totaled $2.6 billion with a corresponding gain of $32.4 million. On a
quarter-to-quarter basis, other categories posting increases over 1997 included
securities brokerage fees of $7.0 million, or 26.5%, investment banking fees of
$4.0 million, or 30.5%, and venture income of $16.9 million, or 97.7%, partially
offset by a decline in insurance income of $9.6 million, or 21.7%. On a
six-month basis, increases over 1997 included securities brokerage fees of $15.7
million, or
18
<PAGE> 19
32.8%, and investment banking fees of $5.0 million, or 22.2%, partially offset
by declines in insurance income of $9.1 million, or 10.5%, and venture income of
$16.3 million, or 25.3%.
NONINTEREST EXPENSE
TABLE 3: NONINTEREST EXPENSE
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------------------------- --------------------------------------------
INCREASE (DECREASE) INCREASE (DECREASE)
-------------------- --------------------
JUNE 30, JUNE 30, PERCENTAGE JUNE 30, JUNE 30, PERCENTAGE
$(MILLIONS) 1998 1997 AMOUNT CHANGE 1998 1997 AMOUNT CHANGE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Salary and related
costs.................. $ 663.9 $ 607.2 $56.7 9.3% $1,345.5 $1,219.2 $126.3 10.4%
Net occupancy and
equipment.............. 111.3 83.0 28.3 34.1 216.0 169.4 46.6 27.5
Taxes other than income
and payroll............ 25.7 28.9 (3.2) (11.1) 51.2 55.4 (4.2) (7.6)
Depreciation and
amortization........... 116.1 118.3 (2.2) (1.9) 233.7 233.9 (.2) (.1)
Outside services and
processing............. 270.0 201.6 68.4 33.9 491.6 400.7 90.9 22.7
Marketing and
development............ 192.0 204.1 (12.1) (5.9) 374.6 337.9 36.7 10.9
Communication and
transportation......... 124.5 110.3 14.2 12.9 242.6 210.3 32.3 15.4
Restructuring charges.... 126.9 337.3 (210.4) (62.4) 126.9 337.3 (210.4) (62.4)
Other.................... 178.0 115.8 62.2 53.7 306.7 233.5 73.2 31.3
-------- -------- ------ -------- -------- ------
TOTAL NONINTEREST
EXPENSE................ $1,808.4 $1,806.5 $ 1.9 .1% $3,388.8 $3,197.6 $191.2 6.0%
======== ======== ====== ======== ======== ======
</TABLE>
Total noninterest expense increased $1.9 million and $191.2 million for the
three and six months ended June 30, 1998, respectively, compared with the same
1997 periods. The quarter and six-month periods in 1998 included $126.9 million
in restructuring costs relating to First Commerce, down from $337.3 million of
similar charges in the same 1997 periods relating to the acquisition of First
USA. The decrease in restructuring charges was partially offset by Year 2000
expenses, which amounted to $46.4 million for the current quarter and $63.3
million for the first six months of 1998. Year 2000 compliant expenses were
spread throughout a number of noninterest expense categories. Additional
expenses of $44.2 million and $86.5 million for the three and six months ended
June 30, 1998, respectively, also resulted from increased costs relating to
various systems technology and other retail initiatives.
Salaries and related costs increased 9.3% and 10.4% for the three and six
months ended June 30, 1998, respectively, compared with the same 1997 periods.
This increase was primarily due to business growth throughout the company as
reflected in an increase in full-time equivalent staff as well as bonuses and
incentive pay related to business development activities.
Net occupancy and equipment increased $28.3 million and $46.6 million for
the three and six months ended June 30, 1998, respectively, compared with the
same 1997 periods. The increase was primarily the result of rental and
maintenance expense for Rapid Cash machines, the acquisition of several new
leases to meet growth needs, and increased property management fees due to the
outsourcing of this function beginning in the fourth quarter 1997, which
resulted in lower corresponding salary costs.
Outside services and processing costs increased $68.4 million and $90.9
million for the three and six months ended June 30, 1998, respectively. This
increase was largely attributable to increased consulting fees to modify and
test software for the Year 2000 modifications; such costs amounted to $33.6
million and $45.4 million for the three and six months, respectively, including
$11.5 million recorded in the second quarter related to First Commerce. Credit
card processing costs also increased as a result of the growth in the number of
cardholders and higher customer transaction volume.
Marketing and development costs increased $36.7 million for the six-month
period, compared with the same 1997 period. This increase was primarily due to
the significant activities associated with the goal of sustaining
19
<PAGE> 20
growth in our credit card portfolio. On a quarter-to-quarter basis, marketing
and development costs declined by $12.1 million, or 5.9%.
Increases in communication and transportation expense for the quarter and
year-to-date 1998 periods, compared to the same 1997 periods, were primarily due
to additional telephone and postage expense to support growth in the credit card
business.
The increase in other expenses for the three and six months ended June 30,
1998, compared to the same periods in 1997, was due primarily to $43.6 million
of First Commerce integration costs.
As discussed above, Year 2000 compliant costs totaled $46.4 million and
$63.3 million for the three and six months ended June 30, 1998, respectively,
and are expected to exceed $170 million in 1998. It is anticipated that all
mission-critical equipment, facilities, and system applications will be
compliant, tested, and back in production by the end of 1998, with
business-vital equipment, facilities, and system applications by March 1999.
Remediation and testing of other systems and sensitive areas are underway and
are anticipated to be fully compliant and in production by June 1999.
Approximately 50% of mission-critical applications are now compliant.
INCOME TAXES
The provision for income taxes was 31.7% of pretax income for the six
months ended June 30, 1998, compared with 37.8% for the same period in 1997, but
below the 33.6% effective tax rate for all of 1997. This reflected the
implementation of proactive tax planning initiatives late in 1997.
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 and Commercial Financial Services) 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 June 30, 1998, financial information
for each line of business.
TABLE 4: LINE OF BUSINESS RESULTS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 1998 (1)
---------------------------------------------------------
COMMERCIAL FIRST FINANCE CAPITAL
($ MILLIONS) BANKING RETAIL USA ONE HOLDINGS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenue:....... $ 401.5 $ 951.0 $ 1,249.6 $ 351.7 $ 238.7
Total loans.......... 28,072.8 19,133.5 42,130.2 32,433.8 200.2
Total deposits....... $19,733.1 $61,365.0 $ 50.0 $ 602.0 $1,443.4
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 1998 (1)
---------------------------------------------------
TOTAL TOTAL
($ MILLIONS) OTHER MANAGED SECURITIZATIONS REPORTED
- --------------------- ---------------------------------------------------
<S> <C> <C> <C> <C>
Total revenue:....... $ 9.7 $ 3,202.2 $ (476.4) $ 2,725.8
Total loans.......... 423.6 122,394.1 $(34,931.9) 87,462.2
Total deposits....... $1,760.4 $ 84,953.9 $84,953.9
</TABLE>
- ---------------
(1) Due to the impracticality of compiling comparable data, line of business
results are not presented for the three months ended June 30, 1997.
20
<PAGE> 21
Total revenue is fully taxable equivalent net interest income plus
noninterest income. Loans are presented on an end-of-period basis and include
securitized loans and loans held for sale. Deposits are allocated based on
customers serviced and include trust customers in Capital Holdings and mortgage
escrow in Finance One.
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 reported in the
consolidated financial statements.
BALANCE SHEET ANALYSIS
SECURITIES
Total securities at June 30, 1998, were $20.3 billion, an increase of $2.8
billion from December 31, 1997. This increase was due primarily to
reclassifications of securitization-related assets to securities available for
sale. Certificated retained interests in credit card securitizations of $3.2
billion were included in securities available for sale at June 30, 1998. At
December 31, 1997, certificated retained interests in credit card
securitizations were included in loans. In addition, as of June 30, 1998, $469.4
million in interest-only strips, assets established as gains are recorded on
loan securitizations, had been reclassified from other assets to securities
available for sale.
TABLE 5: SECURITIES
<TABLE>
<CAPTION>
JUNE 30, 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................................. $ 250.3 $ 252.9 $ 253.1 $ 255.0
Mortgage and asset-backed securities........ 47.8 40.4 48.3 40.5
Tax exempt.................................. 377.3 394.2 449.4 470.1
Other....................................... 15.6 15.6 34.5 34.5
--------- --------- --------- ---------
Total securities held to maturity... 691.0 703.1 785.3 800.1
--------- --------- --------- ---------
SECURITIES AVAILABLE FOR SALE:
United States Treasury and Federal
agencies................................. 4,259.5 4,291.5 4,940.5 5,008.7
Mortgage and asset-backed securities:
Government............................... 6,755.8 6,825.1 7,492.1 7,574.9
Other.................................... 6,179.2 6,228.8 1,807.1 1,796.9
Tax exempt.................................. 870.2 892.5 894.5 919.0
Other....................................... 1,328.5 1,332.9 1,387.4 1,411.8
--------- --------- --------- ---------
Total securities available for
sale.............................. 19,393.2 19,570.8 16,521.6 16,711.3
--------- --------- --------- ---------
Total securities.................... $20,084.2 $20,273.9 $17,306.9 $17,511.4
========= ========= ========= =========
</TABLE>
LOANS AND LEASES
At June 30, 1998, total loans and leases were $82.7 billion, a $4.4 billion
decrease from December 31, 1997, which was due primarily to the reclassification
of certificated retained interests in credit card securitizations
21
<PAGE> 22
previously discussed and sales of $2.6 billion in residential mortgage loans
during the first six months. A summary of the components of loans and leases at
June 30, 1998, and December 31, 1997, is as follows:
TABLE 6: LOANS AND LEASES
<TABLE>
<CAPTION>
$(MILLIONS) JUNE 30, 1998 DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
COMMERCIAL:
Commercial................................................ $24,914.5 $23,994.7
Real estate:
Construction........................................... 4,191.4 3,995.5
Other.................................................. 6,512.9 6,747.8
Lease financing........................................... 2,899.1 2,767.3
--------- ---------
Total commercial loans............................ 38,517.9 37,505.3
CONSUMER:
Residential real estate................................... 5,962.0 8,330.1
Home equity............................................... 9,966.2 9,530.4
Indirect.................................................. 9,075.8 8,481.1
Auto lease................................................ 8,096.6 6,748.6
Student................................................... 2,325.9 2,269.1
Other..................................................... 4,277.7 4,477.8
--------- ---------
Total consumer loans.............................. 39,704.2 39,837.1
CREDIT CARD................................................. 5,803.9 11,150.5
--------- ---------
Total loans and leases............................ 84,026.0 88,492.9
Less: Allowance for credit losses........................... (1,343.3) (1,409.1)
--------- ---------
TOTAL LOANS AND LEASES, NET....................... $82,682.7 $87,083.8
========= =========
</TABLE>
OTHER ASSETS
Other assets decreased $655.6 million, primarily as a result of the
reclassification of the interest-only strip from other assets to securities, as
previously discussed, and the sale of mortgage loan servicing rights.
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 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 June 30, 1998, $339.7 million in credit card relationships
purchased from this third party were included in other assets.
DEPOSITS
Total deposits at June 30, 1998, decreased by $266.0 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. The 8.2% increase in noninterest-bearing deposits was
contributed by the retail and commercial line of business and resulted from
growth in cash management services. Additionally, deposit growth was also
impacted by the planned disintermediation through the marketing and sales of
alternative annuity and mutual fund products to deposit customers.
22
<PAGE> 23
TABLE 7: DEPOSITS
<TABLE>
<CAPTION>
$(MILLIONS) JUNE 30, 1998 DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Demand deposits:
Noninterest-bearing....................................... $21,481.9 $19,862.3
Interest-bearing.......................................... 2,884.7 3,170.5
Money market and savings.................................... 35,027.9 34,113.7
Time deposits:
CDs less than $100,000.................................... 17,514.6 19,534.5
CDs $100,000 and over:
Domestic............................................... 5,318.1 5,658.4
Foreign................................................ 2,726.7 2,880.5
--------- ---------
Total deposits....................................... $84,953.9 $85,219.9
========= =========
</TABLE>
BORROWINGS
Borrowings totaled $23.5 billion at June 30, 1998, compared to $25.6
billion at December 31, 1997. Short-term borrowings, primarily Federal funds
purchased and repurchase agreements, decreased $2.4 billion, while long-term
borrowings increased $198.8 million from December 31, 1997 to June 30, 1998.
As of June 30, 1998, the Corporation had the authority to issue
approximately $3.5 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 June 30, 1998, increased to 9.33% from
8.93% at December 31, 1997. The tangible common equity to net assets ratio was
8.39% at June 30, 1998, compared to 7.89% at 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 9.03% and 13.47%, respectively, at
June 30, 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.
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. Primarily
due to the conversion of preferred stock to common stock, common shares
outstanding, which have been restated for the First Commerce acquisition,
increased from 699.8 million shares at December 31, 1997 to 704.3 million shares
at June 30, 1998.
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
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
23
<PAGE> 24
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 second quarter of 1998 decreased
to 1.07% of average loans from 1.36% in the second quarter of 1997, due
primarily to lower net charge-offs in the credit card portfolio. Net charge-offs
for credit card loans were 5.38% for the quarter ended June 30, 1998, compared
to 6.26% for the same quarter last year. The change in charge-off rates for the
six months ended June 30, 1998, compared to the same period in 1997, was
comparable to the quarter-to-quarter change. Annualized total net charge-offs
for the first six months of 1998 were 1.07%, down from 1.29% for the same 1997
period. Net charge-offs for credit card loans were 5.20% and 5.40% for the six
months ended June 30, 1998, and 1997, respectively.
Loans delinquent 90 days or more as a percentage of ending loans and leases
were .60% and .64% at June 30, 1998, and December 31, 1997, respectively. Credit
card loans delinquent 90 days or more increased to 2.31% at June 30, 1998, from
2.16% 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) JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998 DECEMBER 31, 1997
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COMMERCIAL:
Commercial............... $ 23.5 .38% $ 1.0 .02% $ 75.4 .30% $ 63.9 .27%
Real estate:
Construction......... (.3) (.03) (1.0) (.10) 15.7 .37 6.2 .16
Other................ (5.7) (.34) (2.3) (.13) 14.2 .22 14.7 .22
Lease financing.......... 8.5 1.21 .9 .15 1.4 .05 .5 .02
------ ------ ------ ------
Total commercial..... 26.0 .27 (1.4) (.02) 106.7 .28 85.3 .23
CONSUMER:
Residential real
estate................. 5.4 .30 (.4) (.02) 77.6 1.20 66.2 .75
Home equity.............. 9.5 .38 6.8 .35 20.3 .20 23.1 .24
Indirect................. 27.6 1.26 38.0 1.54 20.1 .22 37.0 .44
Auto lease............... 9.0 .47 6.8 .48 12.8 .16 12.2 .18
Student.................. .3 .05 .1 .02 36.8 1.58 37.4 1.65
Other.................... 29.6 2.72 33.1 2.83 44.8 1.05 41.0 .92
------ ------ ------ ------
Total consumer....... 81.4 .81 84.4 .87 212.4 .53 216.9 .54
CREDIT CARD................ 128.4 5.38 219.5 6.26 202.1 2.31 279.8 2.16
------ ------ ------ ------
TOTAL................ $235.8 1.07% $302.5 1.36% $521.2 .60% $582.0 .64%
====== ====== ====== ======
</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.
24
<PAGE> 25
ALLOWANCE FOR CREDIT LOSSES
TABLE 9: ALLOWANCE FOR CREDIT LOSSES
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
$(MILLIONS) 1998 1997
- ------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE, BEGINNING OF PERIOD................................ $1,409.1 $1,279.3
Allowance associated with acquisitions and other............ 37.8
Provision for credit losses................................. 406.1 695.7
Total charge-offs........................................... (639.8) (729.8)
Recoveries.................................................. 167.9 166.9
-------- --------
Net charge-offs............................................. (471.9) (562.9)
-------- --------
BALANCE, END OF PERIOD...................................... $1,343.3 $1,449.9
======== ========
</TABLE>
The allowance for credit losses at June 30, 1998, represented 1.60% of
ending loans and leases, remaining consistent with 1.59% of ending loans and
leases for 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 June 30, 1998 allowance for credit losses
represented 254% of nonperforming loans, down from 316% at December 31, 1997. It
is management's view that the allowance for credit losses at June 30, 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 more helpful to analyze
financial performance of these items 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.
25
<PAGE> 26
Table 10 presents a reconciliation of the loan portfolio between "Reported"
and "Managed" at June 30, 1998, and December 31, 1997.
TABLE 10: MANAGED LOAN PORTFOLIO (END OF PERIOD)
<TABLE>
<CAPTION>
JUNE 30, 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.................. $24,914.5 $ 24,914.5 $23,994.7 $ 23,994.7
Real estate:
Construction.............. 4,191.4 4,191.4 3,995.5 3,995.5
Other..................... 6,512.9 6,512.9 6,747.8 6,747.8
Lease financing............. 2,899.1 2,899.1 2,767.3 2,767.3
--------- -------- --------- ---------- --------- -------- --------- ----------
Total commercial
loans................. 38,517.9 38,517.9 37,505.3 37,505.3
CONSUMER:
Real estate residential..... 5,962.0 $ 478.2 6,440.2 8,330.1 $ 540.0 8,870.1
Home equity................. 9,966.2 $ 145.0 10,111.2 9,530.4 $ 168.4 9,698.8
Indirect.................... 9,075.8 1,242.2 10,318.0 8,481.1 1,646.4 10,127.5
Auto lease.................. 8,096.6 8,096.6 6,748.6 6,748.6
Student..................... 2,325.9 683.2 3,009.1 2,269.1 745.5 3,014.6
Other....................... 4,277.7 73.1 4,350.8 4,477.8 106.4 4,584.2
--------- -------- --------- ---------- --------- -------- --------- ----------
Total consumer loans.... 39,704.2 478.2 2,143.5 42,325.9 39,837.1 540.0 2,666.7 43,043.8
Credit card:.................. 5,803.9 2,958.0 32,788.4 41,550.3 11,150.5 1,822.0 28,775.0 41,747.5
--------- -------- --------- ---------- --------- -------- --------- ----------
Total loans and
leases................ $84,026.0 $3,436.2 $34,931.9 $122,394.1 $88,492.9 $2,362.0 $31,441.7 $122,296.6
========= ======== ========= ========== ========= ======== ========= ==========
</TABLE>
Table 11 depicts key financial data on a managed basis, reflecting the
impact of securitizing credit card loans for the three months ended June 30,
1998, and June 30, 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.
26
<PAGE> 27
TABLE 11: KEY STATISTICS -- MANAGED
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1998 JUNE 30, 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............... $ 1,445.0 $ 791.5 $ 2,236.5 $ 1,470.2 $ 584.1 $ 2,054.3
Provision for credit
losses................... 193.8 476.4 670.2 410.5 338.6 749.1
---------- --------- ---------- ---------- --------- ----------
Net interest income after
provision for credit
losses................... 1,251.2 315.1 1,566.3 1,059.7 245.5 1,305.2
Noninterest income:
Loan servicing income.... 477.6 (315.1) 162.5 385.8 (243.6) 142.2
Other.................... 803.2 803.2 489.0 489.0
---------- --------- ---------- ---------- --------- ----------
Total noninterest
income............ 1,280.8 (315.1) 965.7 874.8 (243.6) 631.2
Noninterest expense........ 1,808.4 1,808.4 1,806.5 1.9 1,808.4
Taxable equivalent
adjustment............... 16.1 16.1 15.9 15.9
---------- --------- ---------- ---------- --------- ----------
Income before tax.......... $ 707.5 $ -- $ 707.5 $ 112.1 $ -- $ 112.1
========== ========= ========== ========== ========= ==========
BALANCE SHEET AND OTHER
STATISTICS:
Total average loans (1).... $ 88,441.1 $33,770.8 $122,211.9 $ 89,174.8 $23,884.5 $113,059.3
Total average earning
assets................... $110,362.0 $31,371.6 $141,733.6 $109,695.6 $25,198.0 $134,893.6
Earning asset yield........ 9.09% 16.06% 10.65% 9.35% 15.15% 10.43%
Cost of interest-bearing
liabilities.............. 4.70 6.08 5.06 4.77 6.18 5.06
Net interest margin........ 5.25 10.12 6.33 5.38 9.30 6.11
Net funds function......... 4.55 4.03 4.43 3.88 3.91 3.88
Net charge-offs as a
percentage of average
loans.................... 1.07% 5.66% 2.34% 1.36% 5.69% 2.27%
CREDIT CARD STATISTICS:
Average credit card loans
(1)...................... $ 9,580.9 $31,524.0 $ 41,104.9 $ 14,074.0 $21,882.5 $ 35,956.5
End of period credit card
loans (1)................ $ 8,761.9 $32,788.4 $ 41,550.3 $ 14,370.5 $22,580.9 $ 36,951.4
Credit card delinquencies
over 30 days as a
percentage of ending
credit card balances..... 5.11% 4.47% 4.61% 4.66% 4.84% 4.77%
Net credit card charge-offs
as a percentage of
average credit card
balances................. 5.38% 5.98% 5.84% 6.26% 6.13% 6.18%
</TABLE>
- ---------------
(1) Includes loans held for sale.
The managed net interest margin in the second quarter of 1998 increased to
6.33% from 6.11% in the second quarter of 1997, an increase of 22 basis points
which compares favorably to industry trends. This increase primarily reflects
the positive impact of the generation and repricing of higher-margin managed
credit card loans.
The average managed loan portfolio increased 8.1% to $122.2 billion for the
quarter ended June 30, 1998, from $113.1 billion for the same quarter last year,
due primarily to a 14.3% growth in average credit card loans. Consumer loans,
excluding credit cards, also increased 4.4%, due primarily to growth in targeted
portfolios such as home equity loans, secured consumer finance loans and auto
leases.
Loan servicing income on a managed basis increased $20.3 million, up 14.3%
from the prior-year quarter, but down from the first quarter in 1998, primarily
reflecting a decision to net cash reward program costs against this income to
conform to industry practice. Such costs were previously reported as marketing
and development expense.
27
<PAGE> 28
On a managed portfolio basis, credit card charge-offs decreased to 5.84%
for the quarter ended June 30, 1998, down from 6.18% for the same quarter last
year. Also on a managed portfolio basis, credit card loans delinquent 30 days or
more as a percentage of ending loans and leases were 4.61% for the quarter ended
June 30, 1998, down from 4.77% for the same quarter last year.
The generation of new credit card business during the 1998 second quarter
remained very strong, with over 2.0 million new credit card accounts being
opened for the fifth consecutive quarter, increasing cardmembers to 43 million
at June 30, 1998. First USA continued to benefit from its strong emphasis on
segmentation and value during the quarter. In the partnership area, First USA
signed the University of Nebraska, the University of Tennessee, iVillage.com,
and the National Association of Realtors. In addition, 38 new regional and
lifestyle programs were launched, including the First USA Country Music card,
the Connoisseurs card, and the National Treasures Collection card.
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 June 30, 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>
JUNE 30, 1998
----------------------------
EARNINGS AT RISK
INTEREST RATE CHANGE ---------------- VALUE AT
IN BASIS POINTS YEAR 1 YEAR 2 RISK
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
+100 Shock.................................................. (2.1) .8 (1.0)
- -100 Shock.................................................. 2.1 (1.5) .5
+100 Gradual................................................ (1.1) .7 n/a(1)
- -100 Gradual................................................ 1.1 (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 June 30, 1998, the Trading
Value at Risk was $3.9 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 58% of total funding, remain the primary
source of liquidity, and are generated by a geographically diverse retail
network of affiliate banks in 12
28
<PAGE> 29
states. In addition to retail deposits, approximately 18% 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 June 30, 1998, related to off-balance sheet financial instruments, nor
were there any charge-offs during the three months ended June 30, 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 $3.7 billion at June 30, 1998.
Table 13 presents the estimated maturities and weighted average fixed rates
of off-balance sheet financial instruments 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 June 30, 1998. To the extent
that interest rates move in a fashion other than indicated in the forward
interest rate curve at June 30, 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 JUNE 30, 1998 (1)(2)(3)(4)
-----------------------------------------------------------------------------
2003- JUNE 30,
$(MILLIONS) 1998 1999 2000 2001 2002 2007 2008+ 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Receive fixed swaps:
Notional value............ $ 672.5 $ 5,235.0 $2,200.0 $2,345.0 $2,125.0 $ 3,854.5 $1,911.0 $18,343.0
Weighted average fixed
rate received............ 6.17% 6.21% 6.30% 6.21% 6.79% 6.46% 6.79% 6.40%
Weighted average variable
rate paid................ 5.72% 5.77% 5.72% 5.69% 5.69% 5.69% 5.67% 5.72%
Receive fixed amortizing
swaps:
Notional value............ $ 47.4 $ 19.0 $ 150.0 $ 216.4
Weighted average fixed
rate received............ 7.52% 7.27% 5.54% 6.12%
Weighted average variable
rate paid................ 5.82% 5.86% 5.66% 5.71%
Pay fixed swaps:
Notional value............ $(1,080.7) $(1,397.1) $ (907.7) $ (359.2) $ (345.3) $(1,180.3) $ (526.5) $(5,796.8)
Weighted average fixed
rate paid................ 6.06% 6.06% 6.26% 6.12% 6.13% 6.29% 6.05% 6.14%
Weighted average variable
rate received............ 5.68% 5.68% 5.67% 5.69% 5.69% 5.67% 5.69% 5.68%
Net receive fixed
position................. $ (360.8) $ 3,856.9 $1,442.3 $1,985.8 $1,779.7 $ 2,674.2 $1,384.5 $12,762.6
Purchased caps
Notional value........... $ 1,000.4 $ .7 $ .7 $ 3.3 $ .6 $ 8.3 $ 1,014.0
Basis swaps
Notional value........... $ 557.3 $ 431.5 $ 50.0 $ 184.5 $ 1,223.3
Floors
Notional value........... $ 500.0 $ 500.0
Other (5)
Notional value........... $ 350.5 $ 310.0 $ 441.0 $ 200.0 $ 1,301.5
<CAPTION>
DECEMBER 31,
$(MILLIONS) 1997
- -------------------------- ------------
<S> <C>
Receive fixed swaps:
Notional value............ $17,288.0
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................. $12,537.2
Purchased caps
Notional value........... $ 1,017.7
Basis swaps
Notional value........... $ 1,653.5
Floors
Notional value........... $ 500.0
Other (5)
Notional value........... $ 2,499.0
</TABLE>
- ---------------
(1) Maturities are based on estimated future interest rates from the forward
interest curve at June 30, 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 $3.7 billion and $2.7 billion at June
30, 1998 and December 31, 1997, respectively, have been excluded.
(4) 1997 data has been restated to include First Commerce's activity.
(5) Other off-balance sheet financial instruments include forward-starting swaps
($900 million at June 30, 1998, and December 31, 1997), futures, forwards
and options.
29
<PAGE> 30
TABLE 14: NET UNREALIZED GAINS (LOSSES) ON OFF-BALANCE SHEET FINANCIAL
INSTRUMENTS
<TABLE>
<CAPTION>
NET UNREALIZED GAIN (LOSS)
---------------------------
JUNE 30, DECEMBER 31,
$(MILLIONS) 1998 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Receive fixed swaps......................................... $395.2 $288.7
Receive fixed amortizing swaps.............................. (.4) (.3)
Pay fixed swaps............................................. (40.1) (31.6)
Purchased caps.............................................. (.5) (3.4)
Basis swaps................................................. (3.9) (2.8)
Floor....................................................... (.3) --
Forward-starting and other.................................. 16.5 11.8
------ ------
Total....................................................... $366.5 $262.4
====== ======
</TABLE>
Off-balance sheet financial instruments 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 financial
instruments was an increase in net interest income of $16.7 million and $32.0
million for the three and six months ended June 30, 1998, compared with a
reduction of $.6 million and an increase of $7.9 million for the three and six
months ended June 30, 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.
30
<PAGE> 31
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.
(c) Inapplicable.
(d) Inapplicable.
Item 3. Defaults Upon Senior Securities
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The matter described in paragraph (c), below, was submitted to a
vote of security holders at the Annual Meeting of Shareholders
of the Registrant held on April 21, 1998.
(b) Inapplicable.
(c) Election of directors
</TABLE>
<TABLE>
<CAPTION>
NAME SHARES VOTED FOR AGAINST/WITHHELD
---- ---------------- ----------------
<S> <C> <C>
Bennett Dorrance 549,136,502 3,029,736
Charles E. Exley, Jr. 548,758,785 3,407,454
John R. Hall 548,839,969 3,326,269
Laban P. Jackson, Jr. 549,141,125 3,025,114
John W. Kessler 548,894,199 3,272,039
Richard J. Lehmann 548,937,523 3,228,715
John B. McCoy 548,746,422 3,419,816
John G. McCoy 548,470,739 3,695,499
Thekla R. Shackelford 549,134,484 3,031,755
Alex Shumate 547,562,960 4,603,278
Frederick P. Stratton,
Jr. 548,990,578 3,175,660
John C. Tolleson 549,217,318 2,948,920
Robert D. Walter 548,998,687 3,167,552
</TABLE>
31
<PAGE> 32
<TABLE>
<S> <C> <C> <C>
Item 5. Other Information
On January 20, 1998, the Registrant called for the redemption on April
16, 1998, of all its outstanding shares of Series C $3.50 Cumulative
Convertible Preferred Stock. Preferred shareholders had the option of
converting their shares into BANC ONE Common Stock at the rate of
2.1218802 shares of common stock for each share of Series C Preferred
Stock prior to the close of business on April 6, 1998. As a result,
most shares of Series C Preferred Stock were converted into shares of
common stock and, as of April 16, 1998, no shares of Series C Preferred
Stock were issued or outstanding
On June 12, 1998, the Registrant completed its acquisition of First
Commerce Corporation, a multi-bank holding company located in New
Orleans, Louisiana, and, in connection therewith, exchanged
approximately 56,000,000 shares of BANC ONE common stock for First
Commerce Corporation common stock.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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
(b) Reports on Form 8-K
The following reports on Form 8-K were filed by BANC ONE during
the quarter ended June 30, 1998:
Current Report on Form 8-K dated April 10, 1998 (filed April 14,
1998) (Items 5 and 7), as amended by Form 8-K/A filed April 21,
1998, and Form 8-K/A filed May 19, 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.
32
<PAGE> 33
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>
August 13, 1998
- ------------------------------------ -----------------------------------------------------
Date William C. Leiter
Chief Accounting Officer
</TABLE>
33
<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>
SIX MONTHS ENDED YEARS ENDED DECEMBER 31,
JUNE 30,
----------------------- ------------------------------------------------------------
$(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 $1,515.3 $739.5 $2,155.3 $2,674.2 $2,288.9 $1,925.0 $2,077.2
Fixed charges 767.4 775.9 1,568.6 1,253.8 1,016.1 761.9 424.6
Less: Capitalized interest (.5) (2.6) (1.9) (4.9) (1.7) (1.0) (.7)
-------- -------- -------- -------- -------- -------- --------
Earnings $2,282.2 $1,512.8 $3,722.0 $3,923.1 $3,303.3 $2,685.9 $2,501.1
======== ======== ======== ======== ======== ======== ========
FIXED CHARGES:
Interest expense, including interest
factor of capitalized leases and
amortization of deferred debt expense $727.2 $743.2 $1,501.5 $1,190.6 $956.6 $701.7 $373.0
Portion of rental payments under
operating leases deemed to be interest 40.2 32.7 67.1 63.2 59.5 60.2 51.6
-------- -------- -------- -------- -------- -------- --------
Fixed charges 767.4 $775.9 $1,568.6 $1,253.8 $1,016.1 $761.9 $424.6
======== ======== ======== ======== ======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES
EXCLUDING INTEREST ON DEPOSITS 2.97X 1.95X 2.37X 3.13X 3.25X 3.53X 5.89X
CALCULATION INCLUDING INTEREST ON
DEPOSITS:
EARNINGS:
Income before income taxes and change
in accounting principle $1,515.3 $739.5 $2,155.3 $2,674.2 $2,288.9 $1,925.0 $2,077.2
Fixed charges 2,159.9 2,163.0 4,377.4 3,937.2 3,653.4 2,744.0 2,177.4
Less: capitalized interest (.5) (2.6) (1.9) (4.9) (1.7) (1.0) (.7)
-------- -------- -------- -------- -------- -------- --------
Earnings $3,674.7 $2,899.9 $6,530.8 $6,606.5 $5,940.6 $4,668.0 $4,253.9
======== ======== ======== ======== ======== ======== ========
FIXED CHARGES:
As detailed above 767.4 $775.9 $1,568.6 $1,253.8 $1,016.1 $761.9 $424.6
Interest on deposits 1,392.5 1,387.1 2,808.8 2,683.4 2,637.3 1,982.1 1,752.8
-------- -------- -------- -------- -------- -------- --------
Fixed charges $2,159.9 $2,163.0 $4,377.4 $3,937.2 $3,653.4 $2,744.0 $2,177.4
======== ======== ======== ======== ======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES
INCLUDING INTEREST ON DEPOSITS 1.70X 1.34X 1.49X 1.68X 1.63X 1.70X 1.95X
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 8,174,240
<INT-BEARING-DEPOSITS> 7,004
<FED-FUNDS-SOLD> 546,437
<TRADING-ASSETS> 1,382,659
<INVESTMENTS-HELD-FOR-SALE> 18,188,134
<INVESTMENTS-CARRYING> 691,014
<INVESTMENTS-MARKET> 703,087
<LOANS> 84,026,034
<ALLOWANCE> 1,343,309
<TOTAL-ASSETS> 124,018,863
<DEPOSITS> 84,953,910
<SHORT-TERM> 11,806,851
<LIABILITIES-OTHER> 4,027,788
<LONG-TERM> 11,656,030
3,521,610
0
<COMMON> 0
<OTHER-SE> 8,052,674
<TOTAL-LIABILITIES-AND-EQUITY> 124,018,863
<INTEREST-LOAN> 4,113,145
<INTEREST-INVEST> 663,703
<INTEREST-OTHER> 188,843
<INTEREST-TOTAL> 4,965,691
<INTEREST-DEPOSIT> 1,392,510
<INTEREST-EXPENSE> 2,118,499
<INTEREST-INCOME-NET> 2,847,192
<LOAN-LOSSES> 406,086
<SECURITIES-GAINS> 65,447
<EXPENSE-OTHER> 3,388,823
<INCOME-PRETAX> 1,515,269
<INCOME-PRE-EXTRAORDINARY> 1,035,656
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,035,656
<EPS-PRIMARY> 1.47
<EPS-DILUTED> 1.45
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<LOANS-NON> 528,195
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<ALLOWANCE-CLOSE> 1,343,309
<ALLOWANCE-DOMESTIC> 1,343,309
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</TABLE>
