<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
---------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISION FILE NUMBER 1-9910
WESTCORP EMPLOYEE STOCK OWNERSHIP AND SALARY SAVINGS PLAN
(FULL TITLE OF THE PLAN)
--------------
WESTCORP
23 PASTEUR
IRVINE, CALIFORNIA 92718-3804
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT
TO THE PLAN AND THE ADDRESS OF ITS
PRINCIPAL EXECUTIVE OFFICE)
================================================================================
<PAGE> 2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. Westcorp Employee Stock Ownership and Salary Savings Plan (the "Plan")is
subject to the requirements of the Employee Retirement Income Security
Act of 1974 ("ERISA"). Attached hereto is a copy of the most recent
financial statements and schedules of the Plan prepared in accordance
with the financial reporting requirements of ERISA.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Westcorp Employee Stock Ownership and Salary Savings Plan has duly caused this
Annual Report to be signed by the undersigned thereunto duly authorized.
WESTCORP EMPLOYEE STOCK OWNERSHIP
AND SALARY SAVINGS PLAN
By: /s/ LEE A. WHATCOTT
---------------------------------
Lee A. Whatcott, Committee Member
June 29, 1999
<PAGE> 4
Audited Financial Statements
and Supplemental Schedules
Westcorp
Employee Stock Ownership
and Salary Savings Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE> 5
Westcorp
Employee Stock Ownership and Salary Savings Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1998 and 1997
CONTENTS
Report of Independent Auditors............................................. F-1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............................F-2
Statements of Changes in Net Assets Available for Benefits..................F-3
Notes to Financial Statements...............................................F-4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes.............................F-16
Schedule of Reportable Transactions.........................................F-17
<PAGE> 6
Report of Independent Auditors
Plan Committee
Westcorp Employee Stock Ownership and Salary Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Westcorp Employee Stock Ownership and Salary Savings Plan as of December 31,
1998 and 1997, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1998, and reportable transactions for
the year then ended, are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
June 18, 1999
F-1
<PAGE> 7
Westcorp
Employee Stock Ownership and Salary Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash and short-term investments $ 1,314,111 $ 1,303,134
Investments at fair value:
Common stock 7,315,941 18,852,429
Mutual funds 9,926,745 9,209,430
Government National Mortgage Association
Securities 45,467 55,355
Loans to participants 323,130 83,895
----------- -----------
Total investments 18,925,394 29,504,243
Dividends and interest receivable 138,462 81,487
Employee deferrals receivable 95,609 118,862
Employer contribution receivable 759,313 2,425,576
----------- -----------
Total receivables 993,384 2,625,925
----------- -----------
Net assets available for benefits $19,918,778 $32,130,168
=========== ===========
</TABLE>
See accompanying notes.
F-2
<PAGE> 8
Westcorp
Employee Stock Ownership and Salary Savings Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997
------------- ------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest income $ 37,785 $ 19,672
Dividends 501,287 725,647
Net investment gains 730,670 618,927
Other (losses) gains (612,239) 1,202,442
Contributions:
Employer:
Cash 759,314 723,426
Noncash -- 1,702,150
Allocated forfeitures 420,163 435,512
Employee 2,821,704 2,734,172
Rollovers:
Rollover contributions 117,411 286,437
Net unrealized depreciation in fair value of
investments (9,654,906) (6,235,897)
------------ ------------
Total (reductions) additions (4,878,811) 2,212,488
Deductions from net assets attributed to:
Distributions and withdrawals paid to participants 7,332,579 3,822,223
------------ ------------
Net decrease (12,211,390) (1,609,735)
Net assets available for benefits at beginning of year 32,130,168 33,739,903
------------ ------------
Net assets available for benefits at end of year $ 19,918,778 $ 32,130,168
============ ============
</TABLE>
See accompanying notes.
F-3
<PAGE> 9
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements
December 31, 1998 and 1997
1. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The Westcorp Employee Stock Ownership and Salary Savings
Plan (the Plan) is for the benefit of all eligible employees of Westcorp (the
Company), its wholly owned subsidiaries, Westran Services Corp., Westcorp
Investments, Inc. and Western Financial Bank (the Bank), and the Bank's
subsidiaries.
Contributions and Deductions: Contributions by Plan participants are recognized
as additions to net assets when the deduction is made from the participants'
wages at the end of each payroll period. Contributions from the Company are
voluntary and are accrued in the year in which they become obligations of the
Company by authorization of its Board of Directors.
Benefits due to terminated participants and participant withdrawals are recorded
on the date distributions are made.
Investment Valuation and Income Recognition: The Plan's cash and investments are
stated at fair value. The shares of registered investment companies are valued
at quoted market prices which represent the net asset values of shares held by
the Plan at year-end. The common stock shares of Westcorp are valued at their
closing price on the New York Stock Exchange as of December 31. The loans to
participants are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Use of Estimates: 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. DESCRIPTION OF THE PLAN
GENERAL
The Plan is a defined contribution profit sharing plan that covers substantially
all employees and provides for retirement benefits. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
F-4
<PAGE> 10
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
GENERAL (CONTINUED)
The Company and its subsidiaries make contributions to the employee stock
ownership portion of the Plan, as determined by the Company's Board of
Directors, and within the guidelines of ERISA and the regulations of the
Internal Revenue Service.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching and discretionary contribution
portion of their accounts plus actual earnings thereon is based on years of
service. The participants vest as follows:
Years of Service Vested Interest
---------------- ---------------
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
A participant is 100% vested after seven years of service, or upon attainment of
age 65 or in the event of a participant's death or total disability while still
an employee of the Company. Forfeited balances of terminated participants'
nonvested accounts are used to reduce future Company contributions. The amount
of forfeited nonvested accounts was not material for the years ended December
31, 1998 and 1997.
It is the intent of the Company to continue the Plan; however, the Plan may be
terminated by the Company at any time. In the event the Plan terminates, the net
assets of the Plan will be allocated. All participants will vest 100%
immediately and will receive their credited balance as of the date of
liquidation.
Further information about the Plan agreement and the vesting and benefit
provisions is contained in the pamphlet "Westcorp Employee Stock Ownership and
Salary Savings Plan Summary Plan Document." Copies of this pamphlet are
available from the Plan Committee.
F-5
<PAGE> 11
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
Employees may contribute up to 10% of annual earnings to the Plan through
regular payroll deductions under the 401(k) provisions of the Plan. The Company
may match up to 50% of employee elective contributions, not to exceed 6% of
employee compensation. Forfeitures are credited to the employer and are used to
reduce employer contributions.
Plan participants have seven investment options. A participant may invest in any
combination of the following mutual fund options offered by American Funds
and/or Westcorp common stock:
o The Cash Management Trust of America - Funds are invested in shares of a
registered investment company that primarily invests in various money
market instruments.
o U.S. Government Securities Fund - Funds are invested in shares of a
registered investment company that primarily invests in securities on
which the U.S. government guarantees the payment of principal and
interest.
o The Income Fund of America - Funds are invested in shares of a
registered investment company that invests in a broadly diversified
portfolio of securities including stocks and bonds.
o The Growth Fund of America - Funds are invested in shares of a
registered investment company that invests primarily in common stocks.
o Washington Mutual Investors Fund - Funds are invested in shares of a
registered investment company that invests primarily in common stocks.
o Westcorp Stock - Funds are invested in common stock of Westcorp.
o EuroPacific Growth Fund of America - Funds are invested in shares of a
registered investment company that invests in a broadly diversified
portfolio of overseas stocks and bonds.
F-6
<PAGE> 12
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
LOANS TO PARTICIPANTS
During 1997, the Plan was amended to allow employees to borrow from their Plan
Accounts. A minimum loan amount of $500 can be borrowed once a year. The maximum
loan amount is 50% of the employee's vested Plan. Account balance not to exceed
$50,000. Loans are required to be repaid within five years; however, if the
purpose of the loan is to purchase a primary residence, the term may be up to 30
years.
Repayments of loan amounts are used to reduce the outstanding principal balance
of the loan. Such principal reductions are then allocated among the seven
investment options in the same proportion in which the individual employee's
elective contributions are allocated at the time of loan repayment.
3. BENEFITS PAYABLE
Vested benefits payable to participants of $79,081 and $432,182 at December 31,
1998 and 1997, respectively, are not reflected as a deduction from net assets
available for benefits in the Plan's financial statements, which creates a
difference from the Plan's Internal Revenue Service (IRS) Form 5500, "Annual
Return/Report of Employee Benefit Plan," which has recorded the vested benefits
as a liability.
F-7
<PAGE> 13
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS
The Plan's investments, net of investments purchased during the year, decreased
in fair value by $9,654,906 and $6,235,897 during 1998 and 1997, respectively.
Investment income of $657,503 and $2,566,688 was realized in relation to these
investments during 1998 and 1997, respectively.
<TABLE>
<CAPTION>
INCREASE
(DECREASE) IN
FAIR VALUE FAIR VALUE
DURING YEAR END OF YEAR
-------------- ------------
<S> <C> <C>
Year ended December 31, 1998:
Fair value as determined by quoted market price:
Short-term investments $ -- $ 1,314,101
Westcorp common stock (10,131,273) 7,315,941
Government National Mortgage
Association Securities 4,538 45,467
Mutual funds:
Washington Mutual Investors Fund 149,883 4,051,291
The Growth Fund of America 378,355 3,596,551
The Income fund of America (62,364) 1,477,519
Others 5,955 801,384
Loans to participants -- 323,140
------------ ------------
$ (9,654,906) $ 18,925,394
============ ============
</TABLE>
F-8
<PAGE> 14
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
INCREASE
(DECREASE) IN
FAIR VALUE FAIR VALUE AT
DURING YEAR END OF YEAR
--------------- ------------
<S> <C> <C>
Year ended December 31, 1997:
Fair value as determined by quoted market price:
Short-term investments $ -- $ 1,303,134
Westcorp common stock (7,135,237) 18,852,429
Government National Mortgage
Association Securities 5,439 55,355
Mutual funds:
Washington Mutual Investors Fund 585,294 3,885,719
The Growth Fund of America 243,082 3,087,063
The Income fund of America 67,026 1,654,595
Others (1,501) 582,053
Loans to participants -- 83,895
------------ ------------
$ (6,235,897) $ 29,504,243
============ ============
</TABLE>
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated August 8, 1995, stating that the Plan is qualified, in form, under Section
401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust
is exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
6. ADMINISTRATIVE COSTS
The Company has agreed to voluntarily pay the Plan's administrative expenses of
approximately $124,000 in 1998 and $125,000 in 1997. The agreement to pay the
administrative costs may be canceled at any time.
F-9
<PAGE> 15
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
7. EMPLOYER CONTRIBUTIONS
The Company's Board of Directors elected to provide a contribution in 1998 of
$1,179,477 for the salary savings portions of the Plan. The contribution
consisted of cash of $759,313 and allocated plan forfeitures of $420,163. In
1997, the Company's Board of Directors elected to provide a contribution of
$2,861,088 for both the employee stock ownership (ESOP) and salary savings
portions of the Plan. In 1997, the contribution consisted of Westcorp common
stock with a fair value on the date of transfer of $1,702,150, cash of $723,426
and allocated forfeitures of $435,512. The contribution expense was allocated to
the Company and its subsidiaries based upon the relative participation of the
employees of the Company and its subsidiaries in the Plan.
8. ESOP PARTICIPANT ALLOCATION
The Plan allocates contributions, investment changes and forfeitures to
participants' accounts as follows:
Contributions: Each participant is credited with one unit for each $100
of eligible compensation plus an additional unit for each full year of
service.
Investment Changes: Each participant account is allocated the amount of
investment changes on a monthly basis in the same proportion that the
cash or shares of each participant's account bears to the total accounts
of all participants in the same investment option at the time of the
valuation.
Forfeitures: Forfeitures are allocated to participants who did not have a
break in service during the current year based on the proportion of each
participant's compensation to the total compensation of all such
participants during the year.
F-10
<PAGE> 16
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
9. SEPARATE CONTRIBUTION PROGRAMS
The Salary Savings Plan maintains seven investment programs. Participants
individually elect how to allocate their contributions among the programs. The
following table summarizes the activity for each of the programs and the
Employee Stock Ownership Plan for 1998 and 1997:
<TABLE>
<CAPTION>
U.S. THE
THE CASH GOVERNMENT INCOME THE GROWTH
MANAGEMENT SECURITIES FUND OF FUND OF
TRUST OF AMERICA FUND AMERICA AMERICA
--------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net assets available for benefits,
January 1, 1998 $ 1,158,891 $ 542,531 $ 1,820,470 $ 3,423,359
Contributions:
Employer:
Cash 27,042 28,591 89,432 186,194
Allocated forfeitures 14,963 15,820 49,486 105,155
Employee deferral/loan repayments
76,898 106,373 337,210 670,656
Other rollover contributions -- 1,329 9,404 34,206
Interest income 16,742 92 196 435
Dividends 33,714 28,256 79,336 14,409
Net investment gains -- -- 103,020 328,504
Other gains (losses) 713 (46) 5,427 35,484
Distributions and withdrawals paid
to participants (789,294) (143,739) (587,778) (1,100,008)
Net unrealized (depreciation)
appreciation in fair value of
investments -- 1,909 (62,364) 378,355
Transfer of funds 438,515 26,765 (80,214) (274,894)
----------- ----------- ----------- -----------
Net assets available for benefits,
December 31, 1998 $ 978,184 $ 607,881 $ 1,763,625 $ 3,801,855
=========== =========== =========== ===========
</TABLE>
F-11
<PAGE> 17
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
EUROPACIFIC
GROWTH
WASHINGTON MUTUAL WESTCORP FUND OF LOANS TO
INVESTORS FUND STOCK AMERICA PARTICIPANTS ESOP TOTAL
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 4,202,132 $ 6,257,558 $144,240 $ 83,895 $ 14,497,092 $ 32,130,168
211,311 187,562 29,182 -- -- 759,314
116,927 101,665 16,147 -- -- 420,163
749,746 626,876 99,687 154,258 -- 2,821,704
43,319 11,795 17,358 -- -- 117,411
459 1,577 95 9,604 8,585 37,785
75,174 86,494 1,336 -- 182,568 501,287
296,092 -- 3,054 -- -- 730,670
32,445 (369,830) 1,715 -- (318,147) (612,239)
(1,285,216) (1,198,373) (65,619) 75,373 (2,237,925) (7,332,579)
149,883 (3,215,728) 4,046 -- (6,911,007) (9,654,906)
(281,026) 126,096 44,758 -- -- --
- ------------ ------------ -------- -------- ------------ ------------
$ 4,311,246 $ 2,615,692 $295,999 $323,130 $ 5,221,166 $ 19,918,778
============ ============ ======== ======== ============ ============
</TABLE>
F-12
<PAGE> 18
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
THE CASH U.S. THE
MANAGEMENT GOVERNMENT INCOME THE GROWTH
TRUST OF SECURITIES FUND OF FUND OF
AMERICA FUND AMERICA AMERICA
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net assets available for benefits,
January 1, 1997 $ 1,181,711 $ 387,359 $ 1,403,539 $ 2,284,718
Contributions:
Employer:
Cash 30,232 43,012 120,165 246,654
Noncash -- -- -- --
Allocated forfeitures -- 1,751 9,786 17,435
Employee deferral/loan repayments
87,989 114,082 344,309 666,820
Other rollover contributions 3,504 7,861 13,822 24,268
Interest income 466 228 534 1,146
Dividends 55,640 30,370 92,551 19,387
Investment gains -- -- 105,799 307,212
Other gains (losses) -- (1,777) 28,685 36,458
Distributions and withdrawals paid
to participants (300,650) (55,879) (205,691) (499,372)
Net unrealized (depreciation)
appreciation in fair value of
investments -- 6,971 57,240 225,647
Transfer of funds 100,029 8,568 (150,211) 93,066
Other (30) (15) (58) (80)
----------- ----------- ----------- -----------
Net assets available for benefits,
December 31, 1997 $ 1,158,891 $ 542,531 $ 1,820,470 $ 3,423,359
=========== =========== =========== ===========
</TABLE>
F-13
<PAGE> 19
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
EUROPACIFIC
GROWTH
WASHINGTON MUTUAL WESTCORP FUND OF LOANS TO
INVESTORS FUND STOCK AMERICA PARTICIPANTS ESOP TOTAL
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 2,203,863 $ 7,759,362 $ -- $ 61,217 $ 18,458,134 $
261,822 -- 21,541 -- -- 723,426
-- 350,197 -- -- 1,351,953 1,702,150
16,369 24,241 -- -- 365,930 435,512
646,440 861,561 24,426 (11,455) -- 2,734,172
162,779 72,185 2,018 -- -- 286,437
1,244 5,454 79 -- 10,521 19,672
69,043 145,237 1,341 -- 312,078 725,647
202,003 -- 3,913 -- -- 618,927
46,883 322,549 (12) -- 769,656 1,202,442
(187,223) (931,354) (433) 34,133 (1,674,761) (3,821,230)
568,926 (1,988,343) (10,224) -- (5,096,114) (6,235,897)
210,079 (363,125) 101,594 -- -- --
(96) (406) (3) -- (305) (993)
- ------------ ------------ ------------ ------------ ------------ ------------
$ 4,202,132 $ 6,257,558 $ 144,240 $ 83,895 $ 14,497,092 $ 32,130,168
============ ============ ============ ============ ============ ============
</TABLE>
F-14
<PAGE> 20
Westcorp
Employee Stock Ownership and Salary Savings Plan
Notes to Financial Statements (continued)
10. HOLDINGS OF PARTIES-IN-INTEREST
The Plan has holdings of securities of parties-in-interest at December 31, 1998
and 1997, as follows:
1998 1997
---------- -----------
Westcorp common stock
(1,054,550 and 1,117,181 shares
in 1998 and 1997, respectively) $7,315,941 $18,852,429
========== ===========
11. YEAR 2000 (UNAUDITED)
The Plan Sponsor has determined that it will be necessary to take certain steps
in order to ensure that the Plan's information systems are prepared to handle
year 2000 dates. The Plan Sponsor is taking a two-phase approach. The first
phase addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Plan Sponsor anticipates substantially
completing this phase of the project by June 1999. Costs associated with
modifying software and equipment are not estimated to be significant and will be
paid by the Plan Sponsor.
For the second phase of the project, Plan management established formal
communications with its third-party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate to
the Plan's operations. All third-party service providers have indicated that
they will be year 2000 compliant by early 1999. If modification of data
processing systems of either the Plan, the Plan Sponsor, or its service
providers are not completed timely, the year 2000 problem could have a material
impact on the operations of the Plan. Plan management has not developed a
contingency plan, because they are confident that all systems will be year 2000
ready.
F-15
<PAGE> 21
Supplemental Schedules
Westcorp
Employee Stock Ownership and Salary Savings Plan
Employer ID 510308535
Plan #001
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT, INCLUDING
MATURITY DATE,
RATE OF INTEREST, PAR CURRENT
OR MATURITY VALUE, VALUE
IDENTITY OF ISSUER OR BORROWER OR SHARES COST OF ASSET
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Westcorp common stock 1,054,550 shares $11,489,356 $ 7,315,941
American Funds consists of:
Washington Mutual Investors Fund 123,102 shares 3,818,428 4,051,291
The Growth Fund of America 160,560 shares 3,132,134 3,596,551
The Income Fund of America 85,209 shares 1,472,660 1,477,519
U.S. Government Securities Fund 41,048 shares 551,206 550,862
EuroPacific Growth Fund 8,821 shares 228,118 250,522
Cash and Short-Term Investments consist of:
The Cash Management Trust of
America 898,106 shares 898,106 898,106
Trust for Federal Securities 416,005 shares 416,005 416,005
Government National GNMA Pool #168962 Single
Mortgage Association Family Pool at 11% pass
through certificate
maturing July 15, 2016
40,929 45,467
Loans to participants -- 323,130
-----------
$18,925,394
===========
</TABLE>
F-16
<PAGE> 22
Westcorp
Employee Stock Ownership and Salary Savings Plan
Employer ID 510308535
Plan #001
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON NET
IDENTITY OF PURCHASE SELLING COST OF TRANSACTION GAIN
PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE ASSET DATE (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - series transactions in excess of 5% of plan assets
California Bank & Trust Money Market Obligations Trust $4,036,118 $ -- $4,036,118 $4,036,118 $ --
California Bank & Trust Money Market Obligations Trust -- 4,036,118 4,036,118 4,036,118 --
California Bank & Trust Trust for Federal Securities 8,222,255 -- 8,222,255 8,222,255 --
California Bank & Trust Trust for Federal Securities -- 8,413,307 8,413,307 8,413,307 --
California Bank & Trust Westcorp Inc. Common Stock 1,839,118 -- 1,839,118 1,839,118 --
California Bank & Trust Westcorp Inc. Common Stock -- 2,421,062 1,556,117 2,421,062 864,945
California Bank & Trust CB&T Money Market Premium Account 1,684,491 -- 1,684,491 1,684,491 --
California Bank & Trust CB&T Money Market Premium Account -- 1,684,491 1,684,491 1,684,491 --
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during the year
ended December 31, 1998.
F-17
