<PAGE>
Filing Pursuant to Registration Statement
Numbers 333-39062 and 333-39062-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------------------------
X CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
---
SECTION 305(b)(2)
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, NY 10286
(Address of principal executive offices) (Zip code)
Bank of New York, General Counsel
THE BANK OF NEW YORK
1 Wall Street, 15/th/ Floor
New York, NY 10286
(Name, address and telephone number of Agent for Service)
-----------------------------------------
Spiegel Credit Card Master Note Trust
(Exact name of obligor as specified in its charter)
Illinois Applied for
(State or other jurisdiction (I.R.S. employer
of incorporation or identification no.)
organization)
c/o Spiegel Credit Corporation III
400 West 9th Street, Suite 101B
Wilmington, DE 19801
(address of principle executive offices)
-----------------------------------------
Asset Backed Notes of Spiegel Credit Card Master Note Trust
(Title of the indenture securities)
<PAGE>
Item 1. General Information. Furnish the following information as to the
-------------------
Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject:
Superintendent of Banks of the State
New York, NY
2 Rector Street, N.Y.,
NY 10006, and Albany, 12203
Federal Reserve Bank of New York
33 Liberty Plaza, N.Y., NY 10045
Federal Deposit Insurance Corporation
Washington, DC 20429
New York Clearing House Association
New York, NY 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor. If the Obligor is an affiliate of the
-------------------------
trustee, describe each such affiliation.
None.
No responses are included for Items 3-14 of this Form T-1, pursuant to General
Instruction B, because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
---------------
Item 16. List of Exhibits Filed as a part of this Statement of Eligibility.
-----------------------------------------------------------------
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
Exhibit 1. A copy of the Articles of Association of the
trustee now in effect is on file with the SEC as
Exhibit 1 to Amendment 1 to Form T-1 filed with
Registration Statement No. 33-6215.
Exhibit 2. A copy of the certificate of authority of the
trustee to commence business issued by the
Comptroller of the Currency to The Bank of New
York is on file with the SEC as Exhibit 1 to
Amendment 1 to Form T-1 filed with Registration
Statement No. 33-6215.
2
<PAGE>
Exhibit 3. A copy of the authorization of the trustee to
exercise corporate trust powers issued by the
Federal Reserve Board is on file with the SEC as
Exhibit 1 to Amendment 1 to Form T-1 filed with
Registration Statement No. 33-6215.
Exhibit 4. Copy of By-laws of the trustee as now in effect
is on file with the SEC as Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section
321(b) of the Act is attached hereto.
Exhibit 7. Consolidated Reports of Condition and Income of
the trustee as of September 30, 2000 is attached
hereto.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, The Bank of New York, a New York banking corporation, organized and
existing under the laws of the United States, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the city of New York and the State of New York, on the 30th
day of October, 2000.
The Bank of New York,
as Trustee
By: /s/ Cassandra Shedd
----------------------------------
Name: Cassandra Shedd
Title: Assistant Treasurer
S-1
<PAGE>
EXHIBIT 6
October 30, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE BANK OF NEW YORK,
as Trustee
By: /s/ Cassandra Shedd
-----------------------------
Name: Cassandra Shedd
-----------------------------
Title: Assistant Treasurer
-----------------------------
Ex. 6
<PAGE>
EXHIBIT 7
IMMEDIATELY
Media: Investors:
Frank H. Scarangella, SVP Richard P. Stanley, SVP
(212) 635-1590 (212) 635-1854
Cary J. Giacalone, VP Gregory A. Burton, AVP
(212) 635-1590 (212) 635-1578
THE BANK OF NEW YORK COMPANY, INC. REPORTS
Third Quarter Diluted E.P.S. of 49 Cents Up 17%
Securities Servicing Fee Revenue Up 37%
Return on Average Common Equity of 25.75
NEW YORK, N.Y., October 16, 2000 -- The Bank of New York Company, Inc. (NYSE:
BK) reports third quarter diluted earnings per share of 49 cents, up 17% from
the 42 cents earned on a normalized basis in the third quarter of 1999. Net
income for the third quarter was $363 million, up 16% from the $313 million
earned on a normalized basis in the same period last year. Diluted earnings per
share were $1.42 for the first nine months of 2000, up 16% from the $1.22 earned
on a normalized basis last year. Net income for the first nine months was $1,057
million, an increase of 15% over last year's $916 million earned on a normalized
basis. (See note 1)
"Our continuing emphasis on offering diversified services to virtually all
segments of the global securities markets results in superior growth in both
revenue and profitability. This quarter's performance continues to reflect the
fundamental strength of our long-term strategy," said Thomas A. Renyi, Chairman
and CEO. In securities servicing, fee revenues increased to a record $427
million, up 37% for the
<PAGE>
quarter. Foreign exchange and other trading revenue increased to $59 million or
31% over last year, benefitting from the continued increase in global trading
volumes. Private client services and asset management fees grew 26% in the
quarter, led by strong performance in all product areas. The Company's continued
focus on fee-based businesses resulted in noninterest income growing to 62% of
total revenue in the third quarter, up from 60% last year.
Return on average common equity for the third quarter of 2000 was 25.75%
compared with 25.33% on a normalized basis in the third quarter of 1999. Return
on average assets for the third quarter of 2000 was 1.89% compared with 1.96% on
a normalized basis in the third quarter of 1999. For the first nine months of
2000, return on average common equity totaled 26.55% compared with 25.34% on a
normalized basis in 1999. Return on average assets was 1.83% for the first nine
months of 2000 compared with 1.95% on a normalized basis in 1999.
Fees from the Company's securities servicing businesses reached a record
$427 million for the third quarter compared with $311 million last year. For the
first nine months of 2000, fees from the Company's securities servicing
businesses totaled a record $1,202 million, growing 33% compared with $904
million in 1999. Fee revenue was strong across all product lines with particular
strength in global custody, depositary receipts ("DRs"), unit investment trust,
and mutual funds as well as global execution and clearing services. Fee revenue
also benefitted from the acquisition of the Royal Bank of Scotland Trust Bank
("RBSTB") in the fourth quarter of 1999. The Company continues to be the world's
leading custodian with assets of $6.9 trillion including $2 trillion of cross-
border custody assets. DR trading activity reached $1 trillion for the first
time during the first nine months of 2000. Cross-border mergers and acquisitions
as well as U.S. investor interest in global telecommunication, media, and
technology industries continued to be the major drivers of trading volume.
Private client services and asset management fees were $77 million for the
quarter, up 26% over last year, led by continued superior investment performance
by
2
<PAGE>
BNY Asset Management resulting in further new business, as well as by the
acquisition of Estabrook Capital Management, Inc.
Total revenues from global payment services, excluding trade finance, were
up 10% in the first nine months of 2000. This growth was primarily due to strong
increases in funds transfer with domestic financial service companies as well as
increased cash management revenue associated with broad market acceptance of
CA$H-Register Plus(SM), the Company's new internet delivery system for cash
management services. Trade finance revenues were down from a year ago primarily
due to the sale of BNY Financial Corporation ("BNYFC") and reduced pricing,
driven by the improved risk profiles of select Asian and Latin American markets.
Foreign exchange and other trading revenues for the quarter increased 31%
over the third quarter of last year to $59 million. In the first nine months of
2000, foreign exchange and other trading revenues were $206 million compared
with $133 million last year. Despite seasonal fluctuations, foreign exchange
revenues remained strong, driven by continued increased transaction flows from
the Company's global securities servicing customer base.
Net interest income on a taxable equivalent basis for the third quarter
increased to $492 million from $477 million in the second quarter of 2000. For
the first nine months of 2000, net interest income on a taxable equivalent basis
was $1,429 million, compared with $1,292 million in the first nine months of
1999, benefitting from the acquisition of RBSTB, which brought approximately $10
billion in highly liquid, short-term assets and liabilities.
Tangible diluted earnings per share (earnings before the amortization of
goodwill and intangibles) were 52 cents per share in the third quarter of 2000,
compared with 44 cents per share on a normalized basis in the third quarter of
1999. On the same basis, tangible return on average common equity was 38.89% in
the third quarter of 2000 compared with 36.52% in 1999; and tangible return on
average assets was 2.05% in the third quarter of 2000 compared with 2.11% in
1999. Tangible diluted earnings per share were $1.50 per share for the first
nine months of 2000, compared with $1.34 per share on a normalized basis in
1999. On the same basis, tangible
3
<PAGE>
return on average common equity was 41.11% in the first nine months of 2000
compared with 37.72% on a normalized basis in 1999; and tangible return on
average assets was 1.98% in the first nine months of 2000 compared with 2.19%
last year. Amortization of intangibles for the third quarter and the first nine
months of 2000 was $29 million and $85 million compared with $23 million and $76
million last year.
The Company's estimated Tier 1 capital and Total capital ratios were 8.29
and 12.68% at September 30, 2000, compared with 8.03% and 12.24% at June 30,
2000, and 8.38% and 12.52% at September 30, 1999. The leverage ratio was 7.42%
at September 30, 2000, compared with 6.80% at June 30, 2000, and 8.10% one year
ago. Tangible common equity as a percent of total assets was 5.75% at September
30, 2000, compared with 5.11% at June 30, 2000, and 5.93% one year ago. The
decline in the leverage and tangible common equity ratios from 1999 primarily
reflects the acquisition of RBSTB. In the third quarter of 2000, the Company
repurchased approximately one million shares under its common stock repurchase
programs.
4
<PAGE>
NONINTEREST INCOME
<TABLE>
<CAPTION>
3rd 2nd 3rd
Quarter Quarter Quarter Year-to-date
------- ------- ------- --------------
<S> <C> <C> <C> <C> <C>
(In millions) 2000 2000 1999 2000 1999
---- ---- ---- ---- ----
Servicing Fees
Securities $ 427 $ 403 $ 311 $1,202 $ 904
Cash 65 65 69 196 208
----- ----- ------ ------ ------
492 468 380 1,398 1,112
Private Client Services
and Asset management Fees 77 72 61 219 179
Service Charges and Fees 84 104 77 278 252
Foreign Exchange and
Other Trading Activities 59 71 45 206 133
Securities Gains 20 45 50 105 149
Other 53 20 918 96 982
Total Noninterest Income ----- ----- ------ ------ ------
$ 785 $ 780 $1,531 $2,302 $2,807
===== ===== ====== ====== ======
</TABLE>
Total noninterest income reached $785 million, up 24% from $635 million in
last year's third quarter, excluding the sale of BNYFC and the liquidity charge.
The decline in cash servicing fees reflects both lower trade finance fees as
well as lower cash management and funds transfer fees due to a rising rate
environment positively impacting the value of customers' compensating balances.
Service charges and fees declined from the second quarter reflecting a reduction
of capital markets activity. Securities gains were $20 million compared with $45
million in the second quarter of 2000 and $50 million one year ago. Other income
in the third quarter of 2000 includes a $26 million payment associated with the
termination of a securities clearing contract entered into in conjunction with
the acquisition of Everen Clearing Corporation. In 1999, other income in the
third quarter included a $1,020 million gain on the sale of BNYFC and a $124
million liquidity charge on loans available for sale.
5
<PAGE>
NET INTEREST INCOME
<TABLE>
<CAPTION>
3rd 2nd 3rd
Quarter Quarter Quarter Year-to-date
------- ------- ------- ------------
<S> <C> <C> <C> <C> <C>
(Dollars in millions on a 2000 2000 1999 2000 1999
tax equivalent basis) ---- ---- ---- ---- ----
$ 492 $ 477 $ 429 $1,429 $1,292
Net Interest Income
Net Interest Rate 1.93% 1.93% 2.21% 1.94% 2.23%
Spread
Net Yield on Interest- 3.05 2.91 3.16 2.95 3.14
Earning Assets
</TABLE>
Net interest income on a taxable equivalent basis was $492 million in the
third quarter of 2000 compared with $477 million in the second quarter of 2000
and $429 million in the third quarter of 1999. The net interest rate spread was
1.93% in the third quarter of 2000, compared with 1.93% in the second quarter of
2000 and 2.21% one year ago. The net yield on interest-earning assets was 3.05%
compared with 2.91% in the second quarter of 2000 and 3.16% in last year's third
quarter.
For the first nine months of 2000, net interest income on a taxable
equivalent basis, amounted to $1,429 million compared with $1,292 million in
1999. The year-to-date net interest rate spread was 1.94% in 2000 compared with
2.23% in 1999, while the net yield on interest-earning assets was 2.95% in 2000
and 3.14% in 1999.
The expansion of the Company's securities servicing, global payment
services, and asset management businesses continues to generate increased levels
of deposits. These additional deposits are being invested in high-quality liquid
assets which increase net interest income, although lowering the net interest-
rate spread. The improvement in the yield from the second quarter of 2000
reflects the Company's increased capital base combined with the growing level
and value of interest-free deposits generated by the Company's securities and
fiduciary businesses.
NONINTEREST EXPENSE AND INCOME TAXES
Noninterest expense for the third quarter of 2000 was $635 million,
compared with $515 million in 1999. The increase was principally due to
acquisitions, technology investment, and new business wins.
The efficiency ratio for the third quarter of 2000 improved to 50.4%
compared with 51.9% in the second quarter of 2000, partially reflecting the
increase in other
6
<PAGE>
income. For the first nine months of 2000, the efficiency ratio was 51.4%
compared with 50.3% last year. The increase is primarily attributable to the
acquisition of RBSTB in the fourth quarter of 1999. The computation of the
efficiency ratio in 1999 excludes the gain on the sale of BNYFC and the
liquidity charge.
The effective tax rate for the third quarter of 2000 was 35.1% compared
with 34.9% in the second quarter.
NONPERFORMING ASSETS
Change
9/30/00 vs.
(Dollars in millions) 9/30/00 6/30/00 6/30/00
-------- -------- --------
Loans:
Other Commercial $ 69 $ 45 $ 24
Foreign 49 54 (5)
Regional Commercial 28 33 (5)
Loans Available for Sale 17 23 (6)
-------- -------- --------
Total Loans 163 155 8
Other Real Estate 5 7 (2)
-------- -------- --------
Total $ 168 $ 162 $ 6
======== ======== ========
Nonperforming Assets Ratio 0.4% 0.4%
Allowance/Nonperforming Loans 379.6 393.4
Allowance/Nonperforming Assets 367.5 376.4
Nonperforming assets totaled $168 million at September 30, 2000, compared
with $162 million at June 30, 2000. The increase in nonperforming other
commercial loans partially reflects a loan to an insurance company. At September
30, 2000, remaining credit exposure of loans available for sale totaled $152
million with outstandings of $81 million compared with $246 million and $144
million, respectively at June 30, 2000.
7
<PAGE>
CREDIT LOSS PROVISION AND NET CHARGE-OFFS
<TABLE>
<CAPTION>
3rd 2nd 3rd
Quarter Quarter Quarter Year-to-date
------- -------- -------- --------------
<S> <C> <C> <C> <C> <C>
(In millions) 2000 2000 1999 2000 1999
----- ----- ----- ------ ----
Provision $ 25 $ 25 $ 90 $ 70 $ 120
===== ===== ====== ====== ======
Net (Charge-offs) Recoveries:
Commercial Real Estate $ - $ - $ (1) $ - $ (2)
Other Commercial (14) (12) (61) (39) (82)
Consumer (1) (1) (1) (3) (3)
Foreign (3) - (23) (3) (34)
Other - (2) (3) (3) (2)
----- ----- ------ ------ ------
Total $(18) $(15) $ (89) $ (48) $(123)
===== ===== ====== ====== ======
Other Real Estate Expenses $ 1 $ 1 $ - $ 3 $ 1
</TABLE>
The allowance for credit losses increased to $617 million, or 1.65% of
loans at September 30, 2000, compared with $610 million, or 1.60% of loans at
June 30, 2000, and $594 million, or 1.57% of loans at September 30, 1999. The
ratio of the allowance to nonperforming assets was 367.5% at September 30, 2000,
compared with 376.4% at June 30, 2000, and 384.2% at September 30, 1999.
************************
Note 1:
1999 normalized earnings reflect net income adjusted for the results of BNY
Financial Corporation ("BNYFC"), the $1,020 million gain on the sale of BNYFC,
the related investment of proceeds, and repurchase of 25 million shares of
Company common stock on a pro forma basis as of December 31, 1998; the $124
million liquidity charge related to the sale of loans; a provision adjustment of
$75 million; and related tax effects.
(Financial highlights and detailed financial statements are attached.)
8
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
Financial Highlights
(Dollars in millions, except per share amounts)
(Unaudited)
<TABLE>
2000 1999 Change
----- ---- ------
For the Three Months Ended September 30:
---------------------------------------
<S> <C> <C> <C>
Net Income $ 363 $ 773 (53.0)%
Per Common Share:
Basic $ 0.50 $ 1.04 (51.9)
Diluted 0.49 1.02 (52.0)
Cash Dividends Paid 0.16 0.14 14.3
Return on Average Common Shareholders' 25.75% 61.23%
Equity
Return on Average Assets 1.89 4.78
For the Nine Months Ended September 30:
---------------------------------------
Net Income $ 1,057 $ 1,411 (25.1)%
Per Common Share:
Basic $ 1.44 $ 1.87 (23.0)
Diluted 1.42 1.84 (22.8)
Cash Dividends Paid 0.48 0.42 14.3
Return on Average Common Shareholders' 26.55% 36.63%
Equity
Return on Average Assets 1.83 2.88
As of September 30:
------------------
Assets $75,409 $63,158 19.4%
Loans 37,433 37,757 (0.9)
Securities 6,784 5,892 15.1
Deposits - Domestic 27,078 26,309 2.9
- Foreign 26,221 18,486 41.8
Long-Term Debt 2,957 2,416 22.4
Minority Interest - Preferred Securities 1,500 1,500 -
Preferred Shareholders' Equity 1 1 -
Common Shareholders' Equity 5,918 4,895 20.9
Common Shareholders' Equity Per Share 8.01 6.65 20.4
Market Value Per Share of Common Stock 56.50 33.44 69.0
Allowance for Credit Losses as a Percent
of Loans 1.65% 1.57%
Tier 1 Capital Ratio 8.29 8.38
Total Capital Ratio 12.68 12.52
Leverage Ratio 7.42 8.10
Tangible Common Equity Ratio 5.75 5.93
</TABLE>
9
<PAGE>
THE BANK OF NEW YORK COMPANY. INC.
Consolidated Statements of Income
(In millions, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
September 30 September 30,
<S> <C> <C> <C> <C>
2000 1999 2000 1999
------ ------ ------ ------
Interest Income
---------------
Loans $ 732 $ 643 $2,183 $1,962
Securities
Taxable 79 63 236 190
Exempt from Federal Income Taxes 16 13 47 36
------ ------ ------ ------
95 76 283 226
Deposits in Banks 67 62 203 180
Federal Funds Sold and Securities Purchased
Under Resale Agreements 80 49 198 147
Trading Assets 133 4 380 15
------ ------ ------ ------
Total Interest Income 1,107 834 3,247 2,530
------ ------ ------ ------
Interest Expense
----------------
Deposits 501 320 1,494 961
Federal Funds Purchased and Securities Sold
Under Repurchase Agreements 38 32 107 99
Other Borrowed Funds 37 27 108 102
Long-Term Debt 52 38 149 108
------ ------ ------ ------
Total Interest Expense 628 417 1,858 1,270
------ ------ ------ ------
Net Interest Income 479 417 1,389 1,260
-------------------
Provision for Credit Losses 25 90 70 120
------ ------ ------ ------
Net Interest Income After Provision for 454 327 1,319 1,140
Credit Losses
Noninterest income
------------------
Servicing Fees
Securities 427 311 1,202 904
Cash 65 69 196 208
------ ------ ------ ------
492 380 1,398 1,112
Private Client Services and 77 61 219 179
Asset Management Fees
Service Charge and Fees 84 77 278 252
Securities Gains 20 50 105 149
Other 112 963 302 1,115
------ ------ ------ ------
Total Noninterest Income 785 1,531 2,302 2,807
------ ------ ------ ------
Noninterest Expense
-------------------
Salaries and Employee Benefits 371 300 1,097 922
Net Occupancy 47 41 137 122
Furniture and Equipment 27 25 80 69
Other 190 149 551 424
------ ------ ------ ------
Total Noninterest Expense 635 515 1,865 1,537
------ ------ ------ ------
Income Before Income Taxes 604 1,343 1,756 2,410
Income Taxes 213 542 614 915
Distribution on Trust Preferred Securities 28 28 85 84
------ ------ ------ ------
Net Income $ 363 $ 773 $1,057 $1,411
---------- ====== ====== ====== ======
Net Income Available to Common Shareholders $ 363 $ 773 $1,057 $1,411
------------------------------------------- ====== ====== ====== ======
Per Common Share Data:
---------------------
Basic Earnings $ 0.50 $ 1.04 $ 1.44 $ 1.87
Diluted Earnings 0.49 1.02 1.42 1.84
Cash Dividends Paid 0.16 0.14 0.48 0.42
Diluted Shares Outstanding 747 754 744 769
</TABLE>
10
<PAGE>
THE BANK OF NEW YORK COMPANY. INC.
Consolidated Balance Sheets
(Dollars in millions, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
Assets
------
Cash and Due from Banks $ 4,222 $ 3,276
Interest-Bearing Deposits in Banks 5,047 6,850
Securities:
Held-to-Maturity 849 871
Available-for-Sale 5,935 6,028
------- -------
Total Securities 6,784 6,899
Trading Assets at Fair Value 10,157 8,715
Federal Funds Sold and Securities Purchased Under Resale
Agreements 3,175 5,383
Loans (less allowance for credit losses of $617 in 2000
and $595 in 1999) 36,816 36,952
Premises and Equipment 901 893
Due from Customers on Acceptances 914 739
Accrued Interest Receivable 374 319
Other Assets 7,019 4,730
------- -------
Total Assets $75,409 $74,756
======= =======
Liabilities and Shareholders' Equity
------------------------------------
Deposits
Noninterest-Bearing (principally domestic offices) $11,886 $12,162
Interest-Bearing
Domestic Offices 15,688 16,319
Foreign Offices 25,725 27,270
------- -------
Total Deposits 53,299 55,751
Federal Funds Purchased and Securities
Sold Under Repurchase Agreements 1,478 1,318
Other Borrowed Funds 4,199 3,825
Acceptance Outstanding 917 740
Accrued Taxes and Other Expenses 3,135 2,644
Accrued Interest Payable 148 131
Other Liabilities 1,857 893
Long-Term Debt 2,957 2,811
------- -------
Total Liabilities 67,990 68,113
------- -------
Company-Obligated Mandatory Redeemable Preferred
Trust Securities of Subsidiary Trust Holding Solely
Junior Subordinated Debentures 1,500 1,500
------- -------
Shareholders' Equity
Class A Preferred Stock - par value $2.00 per share,
authorized 5,000,000 shares, outstanding 16,320 shares
in 2000 and 16,787 shares in 1999 1 1
Common Stock-par value $7.50 per share,
authorized 1,600,000,000 shares, issued
983,594,524 shares in 2000 and
977,961,165 shares in 1999 7,377 7,335
Additional Capital 454 315
Retained Earnings 3,326 2,620
Accumulated Other Comprehensive Income 189 30
------- -------
11,347 10,301
Less: Treasury Stock (242,944,902 shares in 2000
and 237,747,242 shares in 1999), at cost 5,418 5,148
Loan to ESOP (1,444,005 shares in
2000 and 1999), at cost 10 10
------- -------
Total Shareholders' Equity 5,919 5,143
------- -------
Total Liabilities and Shareholders' Equity $75,409 $74,756
======= =======
</TABLE>
--------------------------------------------------------------------------------
Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date.
11
<PAGE>
THE BANK OF NEW YORK COMPANY. INC.
Average Balances and Rates on a Taxable Equivalent Basis
(Preliminary)
(Dollars in millions)
<TABLE>
<CAPTION>
For the three months For the three months
ended September 30, 2000 ended September 30, 1999
----------------------------- -----------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
------
Interest-Bearing
Deposits in Banks
(primarily foreign) $ 4,941 $ 67 5.36% $ 5,641 $ 62 4.35%
Federal Funds Sold and Securities
Purchased Under Resale Agreements 4,863 80 6.55 4,051 49 4.76
Loans
Domestic Offices 18,862 355 7.49 19,224 349 7.20
Foreign Offices 19,676 377 7.62 18,522 294 6.30
------- ------ ------- ----
Securities
U.S. Government Obligations 1,604 24 5.90 2,452 36 5.85
U.S. Government Agency Obligations 1,614 28 6.92 840 14 6.56
Obligations of States and
Political Subdivisions 629 13 8.12 570 11 7.87
Other Securities, including
Trading Securities 11,779 176 5.99 2,537 31 4.93
------- ------ ------- ----
Total Securities 15,626 241 6.16 6,399 92 5.76
------- ------ ------- ----
Total Interest-Earning Assets 63,968 1,120 6.97% 53,837 846 6.24%
------ ----
Allowance for Credit Losses (609) (593)
Cash and Due from Banks 3,003 3,240
Other Assets 10,153 7,579
------- -------
TOTAL ASSETS $76,515 $64,063
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Interest-Bearing Deposits
Money Market Rate Accounts $ 5,879 73 4.96% $ 4,891 54 4.37%
Savings 7,566 52 2.73 7,763 45 2.32
Certificates of Deposit
$100,000 & Over 442 7 6.01 430 5 5.03
Other Time Deposits 1,877 25 5.23 2,208 24 4.27
Foreign Offices 26,411 344 5.20 18,664 192 4.07
------- ------ ------- ----
Total Interest-Bearing Deposits 42,175 501 4.73 33,956 320 3.74
------
Federal Funds Purchased and
Securities Sold Under Repurchase
Agreements 2,517 38 6.06 2,827 32 4.50
Other Borrowed Funds 2,154 37 6.91 2,012 27 5.34
Long-Term Debt 2,872 52 7.13 2,313 38 6.59
------- ------ ------- ----
Total Interest-Bearing Liabilities $49,718 628 5.04% 41,108 417 4.03%
Noninterest-Bearing Deposits 11,232 10,580
Other Liabilities 8,448 5,870
Minority Interest-Preferred Securities 1,500 1,500
Preferred Stock 1 1
Common Shareholders' Equity 5,616 5,004
------- -------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $76,515 $64,063
======= =======
Net Interest Earnings
and Interest Rate Spread $ 492 1.93% $429 2.21%
====== ==== ==== ====
Net Yield on Interest-Earning Assets 3.05% 3.16%
==== ====
</TABLE>
12
<PAGE>
THE BANK OF NEW YORK COMPANY. INC.
Average Balances and Rates on a Taxable Equivalent Basis
(Preliminary)
(Dollars in millions)
<TABLE>
<CAPTION>
For the nine months For the nine months
ended September 30, 2000 ended September 30, 1999
--------------------------------- ---------------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
------
Interest-Bearing $ 5,499 $ 203 4.94% $ 5,321 $ 180 4.52%
Deposits in Banks
(primarily foreign)
Federal Funds Sold and Securities 4,310 198 6.15 4,169 147 4.73
Purchased Under Resale Agreements
Loans
Domestic Offices 19,477 1,075 7.37 19,913 1,073 7.21
Foreign Offices 20,039 1,109 7.39 19,109 890 6.23
------- ------ ------- ------
Total Loans 39,516 2,184 7.38 39,022 1,963 6.73
------- ------ ------- ------
Securities
U.S. Government Obligations 2,165 97 6.01 2,518 109 5.79
U.S. Government Agency Obligations 1,192 61 6.82 857 41 6.43
Obligations of States and 612 37 8.04 592 35 7.82
Political Subdivisions
Other Securities, including 11,382 507 5.94 2,538 87 4.56
Trading Securities ------- ------ ------- ------
Total Securities 15,351 702 6.11 6,505 272 5.59
------- ------ ------- ------
Total Interest-Earning Assets 64,676 3,287 6.79% 55,017 2,562 6.23%
------ ------
Allowance for Credit Losses (606) (619)
Cash and Due from Banks 3,239 3,130
Other Assets 10,021 8,002
------- -------
TOTAL ASSETS $77,330 $65,530
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Interest-Bearing Deposits
Money Market Rate Accounts $ 5,733 210 4.89% $ 5,086 160 4.20%
Savings 7,630 146 2.56 7,793 131 2.24
Certificates of Deposit
$100,000 & Over 443 19 5.59 559 20 4.89
Other Time Deposits 2,023 76 5.00 2,195 71 4.31
Foreign Offices 27,755 1,043 5.02 18,971 579 4.08
------- ------ ------- ------
Total Interest-Bearing Deposits 43,584 1,494 4.58 34,604 961 3.71
Federal Funds Purchased and
Securities Sold Under Repurchase
Agreements 2,569 107 5.57 3,061 99 4.32
Other Borrowed Funds 2,197 108 6.54 2,591 102 5.31
Long-Term Debt 2,839 149 6.97 2,225 108 6.45
------- ------ ------- ------
Total Interest-Bearing Liabilities $51,189 1,858 4.85% 42,481 1,270 4.00%
------ ------
Noninterest-Bearing Deposits 11,249 10,548
Other Liabilities 8,073 5,866
Minority Interest-Preferred Securities 1,500 1,482
Preferred Stock 1 1
Common Shareholders' Equity 5,318 5,152
------- -------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $77,330 $65,530
======= =======
Net Interest Earnings
and Interest Rate Spread $1,429 1.94% $1,292 2.23%
====== ==== ====== ====
Net Yield on Interest-Earning Assets 2.95% 3.14%
==== ====
</TABLE>
13
