BANK ONE CORPORATION
INDEX TO FINANCIAL REVIEW
1 Five Quarter Summary of Selected Financial Information
2 Application of Critical Accounting Policies
2 Summary of Results
4 Business Segment Results
4 Business Segment Results and Other Data
21 Balance Sheet Analysis
21 Risk Management
22 Liquidity Risk Management
22 Market Risk Management
24 Credit Portfolio Composition
28 Asset Quality
31 Allowance for Credit Losses
34 Derivative Financial Instruments
35 Loan Securitizations and Off-Balance Sheet Activities
38 Capital Management
40 Forward-Looking Statements
41 Consolidated Financial Statements
45 Notes to Consolidated Financial Statements
55 Selected Statistical Information
56 Report of Management
57 Review Report of Independent Public Accountants
58 Form 10-Q
62 Management's Certification of Periodic Report
Five Quarter Summary of Selected Financial Information
Bank One Corporation and Subsidiaries
(In millions, except per share data, ratios, March 31 December 31 September 30 June 30 March 31
and headcount) 2003 2002 2002 2002 2002
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INCOME STATEMENT DATA:
Total revenue, net of interest expense(1) $ 3,977 $ 4,232 $ 4,185 $ 4,280 $ 4,169
Net interest income 1,992 2,156 2,197 2,042 2,200
Net interest income--
fully taxable-equivalent basis ("FTE")(2) 2,029 2,192 2,235 2,078 2,235
Noninterest income(1) 1,985 2,076 1,988 2,238 1,969
Provision for credit losses 496 628 587 607 665
Noninterest expense(1) 2,320 2,390 2,420 2,444 2,362
Net income 818 842 823 843 787
PER COMMON SHARE DATA:
Net income:
Basic $ 0.71 $ 0.73 $ 0.71 $ 0.72 $ 0.67
Diluted 0.71 0.72 0.70 0.71 0.67
Cash dividends declared 0.21 0.21 0.21 0.21 0.21
Book value 19.44 19.28 18.79 18.37 17.81
BALANCE SHEET DATA-ENDING BALANCES:
Loans $144,747 $148,125 $150,389 $147,728 $152,126
Total assets 287,864 277,383 274,187 270,343 262,947
Deposits 167,075 170,008 164,036 157,518 158,803
Long-term debt(3) 44,950 43,234 42,481 43,756 44,194
Common stockholders' equity 22,316 22,440 21,925 21,563 20,913
Total stockholders' equity 22,316 22,440 21,925 21,563 20,913
CREDIT QUALITY RATIOS:
Annualized net charge-offs to average loans 1.35% 1.65% 1.55% 1.62% 1.71%
Allowance to period end loans 3.31 3.20 3.17 3.19 3.06
Nonperforming assets to related assets(4) 2.38 2.38 2.48 2.65 2.58
FINANCIAL PERFORMANCE:
Return on average assets 1.22% 1.24% 1.24% 1.32% 1.21%
Return on average common equity 14.7 15.0 14.8 15.7 15.3
Net interest margin 3.46 3.67 3.84 3.69 3.91
Efficiency ratio 57.8 56.0 57.3 56.6 56.2
CAPITAL RATIOS:
Risk-based capital:
Tier 1 10.0% 9.9% 9.5% 9.4% 9.0%
Total 13.8 13.7 13.0 13.0 12.7
Leverage 8.9 8.9 9.0 9.1 8.6
COMMON STOCK DATA:
Average shares outstanding:
Basic 1,148 1,157 1,162 1,174 1,170
Diluted 1,156 1,166 1,171 1,184 1,179
Stock price, quarter-end $ 34.62 $ 36.55 $ 37.40 $ 38.48 $ 41.78
Headcount- full-time 74,077 73,685 73,535 73,579 73,864
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(1) Prior period amounts have been reclassified to conform with the current
period presentation.
(2) Net interest income-FTE includes tax equivalent adjustments of $37
million, $36 million, $38 million, $36 million and $35 million for the
quarters ended March 31, 2003, December 31, 2002, September 30, 2002,
June 30, 2002 and March 31, 2002, respectively.
(3) Includes trust preferred capital securities.
(4) Related assets consist of loans outstanding, including loans held for
sale, and other real estate owned.
1
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Generally accepted accounting principles are complex and require management to
apply significant judgments to various accounting, reporting and disclosure
matters. Management of Bank One Corporation and its Subsidiaries (the
"Corporation") must use assumptions and estimates to apply these principles
where actual measurement is not possible or practical.
For a complete discussion of the Corporation's significant accounting
policies, see "Notes to the Consolidated Financial Statements" in the
Corporation's 2002 Annual Report on pages 84-108. Certain policies are
considered critical because they are highly dependent upon subjective or complex
judgments, assumptions and estimates. Changes in such estimates may have a
significant impact on the financial statements. Management has reviewed the
application of these policies with the Audit and Risk Management Committee of
the Corporation's Board of Directors. For a discussion of applying critical
accounting policies, see "Application of Critical Accounting Policies" beginning
on page 35 in the Corporation's 2002 Annual Report.
SUMMARY OF RESULTS
(All comparisons are to the same period in the prior year unless otherwise
specified.)
Net income was $818 million, or $0.71 per diluted share. This compares to
net income of $787 million, or $0.67 per diluted share.
Net interest income represents the spread on interest earning assets over
interest bearing liabilities, as well as loan fees, cash interest collections on
problem loans, dividend income, interest reversals, and income or expense on
derivatives used to manage interest rate risk. Net interest income was $2.0
billion, a decrease of $208 million, or 9%. Net interest margin decreased to
3.46% from 3.91%. Approximately half of these declines resulted from actions
taken by the Corporation to position itself for rising interest rates. Also
contributing to the decreases were the intentional reductions in the Commercial
Banking and certain Retail loan portfolios, with a modest impact due to yield
compression in Card Services.
Noninterest income of $2.0 billion increased $16 million, and as a
percentage of total revenue increased to 49.9% from 47.2%. This increase was
primarily due to net gains in the investment portfolio offset by reduced credit
card revenue and banking fees and commissions. The components of noninterest
income for the periods indicated are:
Change
-----------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002 Amount Percent
-----------------------------------------------------------------------------
(Dollars in millions)
Banking fees and commissions $ 440 $ 458 $(18) (4)%
Credit card revenue 851 909 (58) (6)
Service charges on deposits 383 393 (10) (3)
Fiduciary and investment management fees 186 189 (3) (2)
Investment securities gains (losses) 69 (18) 87 N/M
Trading 4 17 (13) (76)
Other income 52 21 31 N/M
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Total noninterest income $1,985 $1,969 $ 16 1
Noninterest income to total revenue 49.9% 47.2% 2.7%
-----------------------------------------------------------------------------
Banking fees and commissions of $440 million decreased $18 million, or 4%.
This net decrease was the result of several offsetting items. Lower premiums and
commissions on accident and health insurance, lower investment advisory fees and
lower fees resulting from the intentional reduction of non-branded ATM machines
were the primary drivers of this decrease. Partially offsetting the decrease was
an increase in asset-backed, syndication and tax-exempt underwriting fees.
Credit card revenue of $851 million decreased $58 million, or 6%. This
decrease was primarily driven by lower income earned on securitized loans and
yield compression. Partially offsetting this decrease was higher interchange
fees from increased card usage by our customers and increased securitization
activity.
Net investment securities gains were $69 million compared to losses of $18
million. Net securities gains arose primarily from treasury's investment
portfolio as a result of further interest rate repositioning.
2
Trading produced gains of $4 million, a decrease of $13 million, or 76%.
This decrease was primarily the result of a decrease in the fair value of credit
derivatives used to hedge the commercial loan portfolio and limit exposures for
specific credits, partially offset by improved foreign exchange trading income.
Other income increased $31 million. This increase was primarily driven by
an increase in new securitization deals and gains on the sales of investments
and other assets.
Total noninterest expense of $2.3 billion decreased by $42 million, or 2%.
The components of noninterest expense for the periods indicated are:
Change
---------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002 Amount Percent
---------------------------------------------------------------------------------
(Dollars in millions)
Salaries and employee benefits:
Salaries $ 992 $ 920 $ 72 8%
Employee benefits 191 176 15 9
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Total salaries and employee benefits 1,183 1,096 87 8
Occupancy 165 158 7 4
Equipment 111 103 8 8
Outside service fees and processing 277 300 (23) (8)
Marketing and development 226 271 (45) (17)
Telecommunication 48 101 (53) (52)
Other intangible amortization 32 33 (1) (3)
Other expense 278 300 (22) (7)
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Total noninterest expense $ 2,320 $ 2,362 $(42) (2)
-----------------------------------------------------------------------
Headcount-full-time 74,077 73,864 213 --
Efficiency ratio 57.8% 56.2% 1.6%
---------------------------------------------------------------------------------
Salaries and employee benefits of $1.2 billion increased $87 million, or
8%. This increase was due to higher salary expense partially related to
increased headcount, the prior year adoption of the fair value method of
accounting for stock options and increased incentive compensation.
Outside service fees and processing expense of $277 million decreased $23
million, or 8%. The prior year period included higher expenses related to
terminating and renegotiating certain vendor contracts and higher servicing and
contract programming charges resulting from the Corporation's systems conversion
efforts.
Marketing and development expense of $226 million decreased $45 million, or
17%, primarily due to decreased advertising expenditures for Card Services.
Telecommunication expense of $48 million decreased $53 million, or 52%. The
prior year period included higher servicing expenses resulting from terminating
and renegotiating certain vendor contracts during that period.
Other expense decreased $22 million, or 7%, primarily due to lower
operating and fraud costs associated with Card Services.
Provision for credit losses was $496 million, a decrease of $169 million,
or 25%. At March 31, 2003, the related allowance for credit losses was $4.5
billion. The overall loan portfolio decreased from $152.1 billion to $144.7
billion. As a percentage of period end loans, the allowance increased to 3.31%
from 3.06%.
3
Applicable Income Taxes
The Corporation's income before income taxes, as well as applicable income tax
expense and effective tax rate for each of the periods indicated are:
------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002
------------------------------------------------------------------------------
(Dollars in millions)
Income before income taxes $1,161 $1,142
Applicable income taxes 343 355
Effective tax rate 30% 31%
------------------------------------------------------------------------------
Applicable income tax expense for all periods included benefits for
tax-exempt income, tax-advantaged investments and general business tax credits,
offset by the effect of nondeductible expenses.
BUSINESS SEGMENT RESULTS
The Corporation is managed on a line of business basis. The business segments'
financial results presented reflect the current organization of the Corporation.
For a detailed discussion of the various business activities of the
Corporation's business segments, see pages 38-51 of the Corporation's 2002
Annual Report.
The following table summarizes net income (loss) by line of business for
the periods indicated:
------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002
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(In millions)
Retail $ 381 $353
Commercial Banking 217 143
Card Services 248 239
Investment Management 80 101
Corporate (108) (49)
------------------------------------------------------------------------------
Net income $ 818 $787
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BUSINESS SEGMENT RESULTS AND OTHER DATA
The information provided in the line of business tables beginning with the
caption entitled "Financial Performance" is included herein for analytical
purposes only and is based on management information systems, assumptions and
methodologies that are under continual review by management.
4
Retail
Retail provides a broad range of financial products and services, including
deposits, investments, loans, insurance, and on-line banking to consumers and
small business customers.
Three Months Ended March 31
----------------------------------------
Change
----------------
(Dollars in millions) 2003 2002(1) Amount Percent
----------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA:
Net interest income-FTE(2)(3) $ 1,236 $ 1,258 $ (22) (2)%
Banking fees and commissions(4) 189 205 (16) (8)
Credit card revenue(5) 53 43 l0 23
Service charges on deposits(6) 204 201 3 1
Other income 13 11 2 18
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Total noninterest income 459 460 (1) --
------------------------------------------------------------------------------------------
Total revenue, net of interest expense 1,695 1,718 (23) (1)
Provision for credit losses 205 267 (62) (23)
Salaries and employee benefits 391 389 2 1
Other expense 499 502 (3) (1)
------------------------------------------------------------------------------------------
Total noninterest expense 890 891 (1) --
------------------------------------------------------------------------------------------
Income before income taxes 600 560 40 7
Applicable income taxes 219 207 12 6
------------------------------------------------------------------------------------------
Net income $ 381 $ 353 $ 28 8
----------------------------------------------------------------------------------------------------
Memo-Revenue by source:
Core businesses $ 1,626 $ 1,614 $ 12 1%
Brokered home equity discontinued /vehicle leases 69 104 (35) (34)
FINANCIAL PERFORMANCE:
Return on average common equity 25% 23% 2%
Efficiency ratio 53 52 1
Headcount-full-time 33,400 33,631 (231) (1)%
------------------------------------------------------------------------------------------
ENDING BALANCES (in billions):
Small business commercial $ 9.7 $ 9.9 $(0.2) (2)%
Home equity 28.9 25.3 3.6 14
Vehicle 13.6 13.7 (0.1) (1)
Other personal 7.9 8.6 (0.7) (8)
------------------------------------------------------------------------------------------
Core businesses 60.1 57.5 2.6 5
Brokered home equity discontinued 2.8 4.6 (1.8) (39)
Vehicle leases 3.0 5.4 (2.4) (44)
------------------------------------------------------------------------------------------
Brokered home equity discontinued/vehicle leases 5.8 10.0 (4.2) (42)
------------------------------------------------------------------------------------------
Total loans(7) 65.9 67.5 (1.6) (2)
Assets 69.1 71.0 (1.9) (3)
Demand deposits 28.5 26.0 2.5 10
Savings 40.2 37.9 2.3 6
Time 20.6 24.9 (4.3) (17)
------------------------------------------------------------------------------------------
Total deposits 89.3 88.8 0.5 1
Equity 6.2 6.2 -- --
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5
Retail - continued
Three Months Ended March 31
--------------------------------------
Change
----------------
2003 2002(1) Amount Percent
--------------------------------------
AVERAGE BALANCES (in billions):
Small business commercial $ 9.8 $ 9.9 $ (0.1) (1)%
Home equity 28.5 25.2 3.3 13
Vehicle 13.8 13.5 0.3 2
Other personal loans 8.6 9.9 (1.3) (13)
-----------------------------------------------------------------------------------------
Core businesses 60.7 58.5 2.2 4
Brokered home equity discontinued 3.0 4.9 (1.9) (39)
Vehicle leases 3.3 5.7 (2.4) (42)
-----------------------------------------------------------------------------------------
Brokered home equity discontinued/vehicle leases 6.3 10.6 (4.3) (41)
-----------------------------------------------------------------------------------------
Total loans 67.0 69.1 (2.1) (3)
Assets $70.2 $72.6 $ (2.4) (3)
Demand deposits 27.6 25.1 2.5 10
Savings 39.6 37.1 2.5 7
Time 21.2 25.4 (4.2) (17)
-----------------------------------------------------------------------------------------
Total deposits 88.4 87.6 0.8 1
Equity 6.2 6.2 -- --
-----------------------------------------------------------------------------------------
CREDIT QUALITY
Net charge-offs:
Small business commercial $ 24 $ 14 $ 10 71%
Home equity 70 82 (12) (15)
Vehicle 47 65 (18) (28)
Other personal loans 18 26 (8) (31)
-----------------------------------------------------------------------------------------
Core businesses 159 187 (28) (15)
Brokered home equity discontinued 29 48 (19) (40)
Vehicle leases 16 30 (14) (47)
-----------------------------------------------------------------------------------------
Brokered home equity discontinued/vehicle leases 45 78 (33) (42)
-----------------------------------------------------------------------------------------
Total consumer 180 251 (71) (28)
-----------------------------------------------------------------------------------------
Total net charge-offs 204 265 (61) (23)
-----------------------------------------------------------------------------------------
Annualized net charge-off ratios:
Small business commercial 0.98% 0.57% 0.41%
Home equity 0.98 1.30 (0.32)
Vehicle 1.36 1.93 (0.57)
Other personal loans 0.84 1.05 (0.21)
Core businesses 1.05 1.28 (0.23)
Brokered home equity discontinued 3.87 3.92 (0.05)
Vehicle leases 1.94 2.11 (0.17)
Brokered home equity discontinued/vehicle leases 2.86 2.94 (0.09)
Total consumer 1.26 1.70 (0.44)
Total net charge-offs 1.22 1.53 (0.31)
----------------------------------------------------------------------------------------------------
6
Retail - continued
Three Months Ended March 31
----------------------------------------
Change
-----------------
2003 2002(1) Amount Percent
----------------------------------------
Nonperforming assets:
Commercial $ 345 $ 318 $ 27 8%
Consumer(8) 1,005 1,080 (75) (7)
-------------------------------------------------------------------------------------------
Total nonperforming loans(9) 1,350 1,398 (48) (3)
Other, including other real estate owned ("OREO") 231 159 72 45
-------------------------------------------------------------------------------------------
Total nonperforming assets 1,581 1,557 24 2
Allowance for credit losses $1,015 $1,024 $ (9) (1)
Allowance to period end loans(7) 1.60% 1.56% 0.04%
Allowance to nonperforming loans(9) 75 73 2
Nonperforming assets to related assets 2.39 2.30 0.09
DISTRIBUTION:
Number of:
Banking centers 1,798 1,776 22 1
ATMs 4,009 5,109 (1,100) (22)
Relationship bankers 2,893 2,295 598 26
On-line customers (in thousands) 1,701 1,248 453 36
Personal demand accounts (in thousands) 4,438 4,316 122 3
Business demand accounts (in thousands) 496 496 -- --
Debit cards issued (in thousands) 4,818 4,404 414 9
RETAIL BROKERAGE:
Mutual fund sales $ 577 $ 580 $ (3) (1)
Annuity sales 766 797 (31) (4)
-------------------------------------------------------------------------------------------
Total investment sales volume 1,343 1,377 (34) (2)
Market value customer assets - end of period
(in billions) $ 28.6 $ 26.8 $ 1.8 7%
Number of customers - end of period (in thousands) 693 663 30 5
Number of dedicated investment sales representatives 870 737 133 18
----------------------------------------------------------------------------------------------------
N/M-Not meaningful.
(1) Prior period data has been adjusted for the transfer of Retail brokerage
from the Investment Management line of business and the transfer of the
community development business to the Corporate line of business.
(2) Net interest income-FTE includes tax equivalent adjustments of $5 million
for the three months ended March 31, 2003 and 2002.
(3) Net interest income is presented rather than gross interest income and
gross interest expense because the Corporation relies primarily on net
interest revenue to assess the performance of the segment and make
resource allocations.
(4) Banking fees and commissions include insurance fees, documentary fees,
commitment fees, annuity and mutual fund commissions, leasing fees, safe
deposit fees, official checks fees, ATM interchange and miscellaneous
other fee revenue.
(5) Credit card revenue includes credit card fees, debit card fees, merchant
fees and interchange fees.
(6) Service charges on deposits include deficient balance fees, non-sufficient
funds/overdraft fees and other service related fees.
(7) Loans include loans held for sale of $2.4 billion and $1.8 billion at
March 31, 2003 and 2002, respectively. These amounts are not included in
allowance coverage statistics.
(8) Includes consumer balances that are placed on nonaccrual status when the
collection of contractual principal or interest becomes 90 days past due.
(9) Nonperforming loans includes loans held for sale of $5 million and
$4 million at March 31, 2003 and 2002, respectively. These amounts are
not included in allowance coverage statistics.
Quarterly Results
-----------------
Retail net income totaled $381 million, an increase of $28 million, or 8%,
primarily resulting from lower provision expense.
Total revenue decreased 1% to $1.7 billion. Excluding revenue associated
with the portfolios being intentionally reduced, revenue increased $12 million.
Net interest income was $1.2 billion, down 2%, primarily from the intentional
reduction of the vehicle lease and discontinued brokered home equity portfolios,
where average balances declined $4.3 billion. This revenue decline was partially
offset by higher direct home equity loans and core demand deposits.
Noninterest income of $459 million was relatively unchanged, as lower fees
related to the intentional reduction of non-branded ATM machines were offset by
higher debit card revenue.
7
Noninterest expense of $890 million was also relatively unchanged, as
improved efficiencies in operating expenses were offset by increased collection,
marketing, benefits and branch expansion costs.
The provision for credit losses was $205 million, a decline of $62 million,
or 23%, reflecting lower net charge-offs primarily in the intentionally reduced
portfolios as well as the on-going real estate portfolio. As a percent of
average loans, net charge-offs were 1.22%, down from 1.53%.
The allowance for credit losses of $1.0 billion represented 1.60% of
period-end loans, compared to 1.56%. Nonperforming assets were $1.6 billion, up
2% from the prior year.
In April 2003, VISA reached an agreement to settle merchant litigation
regarding debit card interchange reimbursement fees. The Corporation currently
estimates that Retail debit card revenue would decline by approximately $60
million pre-tax on an annualized basis beginning in August 2003. Conditions of
the settlement permit VISA to renegotiate debit card interchange rates as of
January 1, 2004 which will affect this estimate.
8
Commercial Banking
Commercial Banking offers a broad array of products, including global cash
management, treasury services, capital markets, commercial cards, lending and
other noncredit products and services to corporate banking and middle market
banking customers.
Three Months Ended March 31
------------------------------------
Change
----------------
(Dollars in millions) 2003 2002 Amount Percent
------------------------------------------------------------------------------------------
INCOME STATEMENT DATA:
Net interest income-FTE(3)(10) $ 569 $ 655 $ (86) (13)%
Banking fees and commissions 191 175 16 9
Credit card revenue 23 14 9 64
Service charges on deposits 175 184 (9) (5)
Fiduciary and investment
management fees(11) 1 (1) 2 N/M
Trading(12) 17 26 (9) (35)
Other income (loss) 10 (27) 37 N/M
--------------------------------------------------------------------------------
Total noninterest income 417 371 46 12
--------------------------------------------------------------------------------
Total revenue, net of interest expense 986 1,026 (40) (4)
Provision for credit losses 128 281 (153) (54)
Salaries and employee benefits 277 259 18 7
Other expense 290 301 (11) (4)
--------------------------------------------------------------------------------
Total noninterest expense 567 560 7 1
--------------------------------------------------------------------------------
Income before income taxes 291 185 106 57
Applicable income taxes 74 42 32 76
--------------------------------------------------------------------------------
Net income $ 217 $ 143 $ 74 52
------------------------------------------------------------------------------------------
Memo-Revenue by activity
Lending-related revenue $ 430 $ 445 $ (15) (3)
Credit derivative hedge portfolio (54) (33) (21) (64)
Global treasury services 390 429 (39) (9)
Capital markets(13) 201 168 33 20
Other 19 17 2 12
FINANCIAL PERFORMANCE:
Return on average common equity 12% 8% 4%
Efficiency ratio 58 55 3
Efficiency ratio excluding credit hedge portfolio 55 53 2
Headcount-full-time
Corporate banking
(including capital markets) 2,491 2,306 185 8%
Middle market 2,677 3,064 (387) (13)
Global treasury services 3,203 3,306 (103) (3)
Operations, technology, and other administration 2,023 2,203 (180) (8)
--------------------------------------------------------------------------------
Total headcount-full-time 10,394 10,879 (485) (4)
--------------------------------------------------------------------------------
ENDING BALANCES (in billions):
Loans(14) $ 59.5 $ 69.0 $(9.5) (14)%
Assets 96.6 96.3 0.3 --
Demand deposits 27.7 22.4 5.3 24
Savings 3.3 2.9 0.4 14
Time 13.7 11.1 2.6 23
Foreign offices 9.2 7.0 2.2 31
--------------------------------------------------------------------------------
Total deposits 53.9 43.4 10.5 24
Equity 7.4 7.4 -- --
------------------------------------------------------------------------------------------
9
Commercial Banking - continued
Three Months Ended March 31
----------------------------------
Change
----------------
2003 2002 Amount Percent
----------------------------------
AVERAGE BALANCES (in billions):
Loans $ 60.0 $ 71.1 $(11.1) (16)%
Assets 93.0 99.3 (6.3) (6)
Demand deposits 22.6 22.7 (0.1) --
Savings 3.3 3.0 0.3 10
Time 14.1 17.2 (3.1) (18)
Foreign offices 9.0 8.2 0.8 10
-------------------------------------------------------------------------------
Total deposits 49.0 51.1 (2.1) (4)
Equity 7.4 7.4 -- --
CREDIT QUALITY
Net charge-offs $ 128 $ 281 $ (153) (54)%
Annualized net charge-off ratio 0.85% 1.58% (0.73)%
Nonperforming assets:
Nonperforming loans(15) $1,761 $2,257 $ (496) (22)
Other, including 0REO 19 33 (14) (42)
-------------------------------------------------------------------------------
Total nonperforming assets 1,780 2,290 (510) (22)
Allowance for credit losses 3,071 3,071 -- --
Allowance to period end loans(14) 5.18% 4.46% 0.72%
Allowance to nonperforming loans(15) 176 140 36
Nonperforming assets to related assets 2.99 3.32 (0.33)
CORPORATE BANKING (in billions):
Loans-ending balance $ 29.9 $ 34.7 $ (4.8) (14)%
-average balance 30.4 36.0 (5.6) (16)
Deposits-ending balance 29.8 21.5 8.3 39
-average balance 26.8 29.1 (2.3) (8)
Credit quality (dollars in millions)
Net charge-offs 81 163 (82) (50)
Annualized net charge-off ratio 1.07% 1.81% (0.74)%
Nonperforming loans $ 814 $1,170 $ (356) (30)
Nonperforming loans to total loans 2.72% 3.37% (0.65)%
SYNDICATIONS:
Lead arranger deals:
Volume (in billions) $ 14.8 14.9 $ (0.1) (1)%
Number of transactions 46 45 1 2
League table standing-rank 4 4 -- --
League table standing-market share 9% 9% --
----------------------------------------------------------------------------------------
10
Commercial Banking - continued
Three Months Ended March 31
---------------------------------
Change
----------------
2003 2002 Amount Percent
---------------------------------
MIDDLE MARKET BANKING (in billions):
Loans-ending balance $29.6 $ 34.3 $ (4.7) (14)%
-average balance 29.6 35.1 (5.5) (16)
Deposits-ending balance 24.1 21.9 2.2 10
-average balance 22.2 22.0 0.2 1
Credit quality (dollars in millions):
Net charge-offs 47 118 (71) (60)
Annualized net charge-off ratio 0.64% 1.34% (0.70)%
Nonperforming loans $ 947 $1,087 $ (140) (13)
Nonperforming loans to total loans 3.20% 3.17% 0.03%
---------------------------------------------------------------------------------------
For additional footnote detail see page 7.
(10) Net interest income-FTE includes tax equivalent adjustments of $23 million
and $21 million for the three months ended March 31, 2003 and 2002,
respectively.
(11) Fiduciary and investment management fees include asset management fees,
personal trust fees, other trust fees and advisory fees.
(12) Trading income primarily includes realized and unrealized mark-to-market
changes from trading assets, derivative financial instruments and foreign
exchange products.
(13) Capital markets includes trading income and underwriting, syndicated
lending and advisory fees.
(14) Loans includes loans held for sale of $0.2 billion and $0.1 billion at
March 31, 2003 and 2002, respectively. These amounts are not included in
allowance coverage statistics.
(15) Nonperforming loans includes loans held for sale of $17 million and $66
million at March 31, 2003 and 2002, respectively. These amounts are not
included in allowance coverage statistics.
Quarterly Results
-----------------
Commercial Banking net income increased $74 million, or 52%, to $217 million,
primarily reflecting improved credit performance and capital markets revenue,
partially offset by weak loan demand and deposit margin compression.
Net interest income decreased 13% to $569 million, reflecting a 16%
reduction in average loan volume and compression in deposit spreads, partially
offset by an improvement in corporate banking and middle market loan spreads.
Mark-to-market adjustments on the $7.7 billion notional credit derivatives
hedge portfolio negatively impacted trading income by $54 million versus $33
million in the prior year.
Noninterest income (excluding the impact of the credit derivative hedge
portfolio) increased $67 million, primarily driven by gains in tax-oriented
investments, increased asset-backed, syndication and tax-exempt underwriting
fees, and improved foreign exchange trading income.
Continued expense management held noninterest expense relatively stable at
$567 million despite higher compensation costs resulting from the expensing of
stock options and increased benefits expense.
Credit quality continued to improve as reflected by the decline of $153
million, or 54%, in the provision for credit losses.
The allowance for credit losses of $3.1 billion represented 5.18% of
period-end loans, an increase from 4.46% in the prior year. Nonperforming loans
declined 22% to $1.8 billion, reflecting declines of 30% in corporate banking
and 13% in middle market banking.
11
Card Services
Card Services offers customers more than 1,200 co-brand, affinity and other
cards. These cards include some of the leading corporations, financial
institutions, universities, sports franchises and affinity organizations. All of
these cards carry the respective VISA(R) or MasterCard(R) brand names.
With 51.0 million cards in circulation, Card Services is the third largest
credit card provider in the United States and the largest Visa credit card
issuer in the world. Card Services is also a leader in online card marketing and
customer service, with more than 3.8 million registered users of its website.
Three Months Ended March 31
------------------------------------
Change
----------------
(Dollars in millions) 2003 2002 Amount Percent
----------------------------------------------------------------------------------------
INC0ME STATEMENT DATA:
Net interest income-FTE(3)(16) $ 309 $ 251 $ 58 23%
Banking fees and commissions 11 25 (14) (56)
Credit card revenue 774 853 (79) (9)
Other loss (4) (18) 14 78
------------------------------------------------------------------------------
Total noninterest income 781 860 (79) (9)
------------------------------------------------------------------------------
Total revenue, net of interest expense 1,090 1,111 (21) (2)
Provision for credit losses 161 97 64 66
Salaries and employee benefits 153 146 7 5
Other expense 374 475 (101) (21)
------------------------------------------------------------------------------
Total noninterest expense 527 621 (94) (15)
------------------------------------------------------------------------------
Income before income taxes 402 393 9 2
Applicable income taxes 154 154 -- --
------------------------------------------------------------------------------
Net income $ 248 239 $ 9 4
----------------------------------------------------------------------------------------
Memo-Net securitization gains
(amortization) $ 1 $ (31) $ 32 N/M
FINANCIAL PERFORMANCE:
Return on average common equity 16% 15% 1%
Efficiency ratio 48 56 (8)
Headcount-full-time 10,778 10,718 60 1%
ENDING BALANCES (in billions):
Owned loans:
Held in portfolio $ 7.1 $ 4.8 $ 2.3 48%
Held for sale(17) 5.2 2.6 2.6 N/M
------------------------------------------------------------------------------
Total owned loans 12.3 7.4 4.9 66
Seller's interest and accrued interest receivable 25.2 22.3 2.9 13
------------------------------------------------------------------------------
Total receivables 37.5 29.7 7.8 26
Assets 42.8 34.9 7.9 23
Equity 6.4 6.4 -- --
----------------------------------------------------------------------------------------
AVERAGE BALANCES (in billions):
Owned loans:
Held in portfolio $ 7.7 $ 5.0 $ 2.7 54%
Held for sale 4.6 2.2 2.4 N/M
------------------------------------------------------------------------------
Total owned loans 12.3 7.2 5.1 71
Seller's interest and accrued interest receivable 26.5 22.5 4.0 18
------------------------------------------------------------------------------
Total receivables 38.8 29.7 9.1 31
Assets 44.2 34.8 9.4 27
Equity 6.4 6.4 -- --
----------------------------------------------------------------------------------------
12
Card Services - continued
Three Months Ended March 31
------------------------------------
Change
----------------
CREDIT QUALITY (dollars in millions): 2003 2002 Amount Percent
----------------------------------------------------------------------------------------
Net charge-offs $ 161 $ 97 $ 64 66%
Annualized net charge-off ratio 5.24% 5.38% (0.14)%
Delinquency ratio:
30+ days 2.81 2.99 (0.18)
90+ days 1.30 1.36 (0.06)
Allowance for credit losses $ 396 $ 396 -- --
Allowance to period end loans held in portfolio 5.58% 8.29% (2.71)%
OTHER DATA:
Charge volume (in billions) $ 38.3 $ 34.0 $ 4.3 13%
New accounts opened (in thousands) 1,037 941 96 10
Credit cards issued (in thousands) 50,978 49,407 1,571 3
Number of CardmemberServices.com
customers (in millions) 3.8 2.3 1.5 65
Paymentech (in millions):
Bank card volume $34,444 $27,961 $6,483 23
Total transactions 1,218 940 278 30
----------------------------------------------------------------------------------------
Through securitization, the Corporation transforms a substantial portion of its
credit card receivables into securities, which are sold to investors.
Securitization impacts the Corporation's consolidated balance sheet by removing
those credit card receivables that have been sold and by reclassifying those
credit card receivables whose ownership has been transformed into certificate
form (referred to as "seller's interest") from loans to investments. Gain or
loss on the sale of credit card receivables, net of amortization of transaction
costs and amortization from securitization repayments, is reported as
securitization income in other income. Securitization also impacts the
Corporation's consolidated income statement by reclassifying interest income and
fees, interchange income, credit losses and recoveries related to securitized
receivables as securitization income. Credit card interest income and fees,
interchange income, credit losses and recoveries related to credit card
receivables that have been converted to certificate form are reclassified as
investment income in net interest income.
The Corporation evaluates its Card Services line of business trends on a
managed basis, which treats the securitization as a secured financing
transaction and assumes that receivables have not been sold and are still on the
balance sheet. The Corporation manages its Card Services operations on a managed
basis because the receivables that are securitized are subject to underwriting
standards comparable to the owned portfolio and are serviced by operating
personnel without regard to ownership. The Corporation believes that investors
should be informed, and often request information, about the credit performance
of the entire managed portfolio in order to understand the quality of the Card
Services originations and the related credit risks inherent in the owned
portfolio and retained interests in securitizations. In addition, the
Corporation funds its Card Services operations, reviews operating results and
makes decisions about allocating resources, such as employees and capital, on a
managed basis. See "Loan Securitizations" on page 35 and Note 9, "Credit Card
Securitizations," of the Corporation's 2002 Annual Report on pages 94-95 for
additional information related to the Corporation's securitization activity.
13
Card Services - continued
The following table presents certain Card Services information on a managed
basis. See page 13 for a description of the managed presentation.
Three Months Ended March 31
--------------------------------
Change
----------------
Card Services - Managed Basis 2003 2002 Amount Percent
------------------------------------------------------------------------------------
ENDING BALANCES (in billions):
Owned loans:
Held in portfolio $ 7.1 $ 4.8 $ 2.3 48%
Held for sale(17) 5.2 2.6 2.6 N/M
Seller's interest and accrued interest receivable 25.2 22.3 2.9 13
--------------------------------------------------------------------------
Loans on balance sheet 37.5 29.7 7.8 26
Securitized 35.3 35.1 0.2 1
--------------------------------------------------------------------------
Total loans 72.8 64.8 8.0 12
Managed assets 78.1 70.0 8.1 12
AVERAGE MANAGED
ASSETS (in billions): 78.8 71.4 7.4 10
CREDIT QUALITY (dollars in millions):
Managed net charge-offs $ 971 $ 943 $ 28 3%
Annualized managed net charge-off ratios:
For the period 5.29% 5.69% (0.40)%
12-month lagged(18) 5.86 5.77 0.09
Managed delinquency ratio:
30+ days 4.08 4.27 (0.19)
90+ days 1.88 1.96 (0.08)
------------------------------------------------------------------------------------
For additional footnote detail see pages 7 and 11.
(16) Net interest income-FTE did not have tax equivalent adjustments for the
three months ended March 31, 2003 and 2002.
(17) These amounts are not included in allowance coverage statistics.
(18) 2002 ratio includes Wachovia net charge-offs but excludes Wachovia loans.
Quarterly Results
-----------------
Card Services net income increased 4% to $248 million. Expense management and
higher loan balances were partially offset by margin compression associated with
continued competitive pricing necessary to retain and attract customers.
Total revenue decreased 2% to $1.1 billion. Net interest income increased
23% to $309 million, reflecting higher owned loan balances, partially offset by
the impact of lower, more competitive yields. Noninterest income declined 9% to
$781 million, primarily driven by lower income earned on securitized loans, also
the result of lower yields. This decline was partially offset by higher
interchange fees from increased card usage by our customers and increased
securitization activity. Paymentech, Inc., the Corporation's merchant card
processor, reported an increase in total revenue of 13% to $134 million,
resulting from a 23% increase in bank card volume and a 30% increase in total
transactions, driven primarily by the purchase of the Scotia Bank merchant
acquirer business.
Noninterest expense decreased 15% to $527 million, resulting from reduced
marketing expense and operational efficiencies.
Period-end owned loans were $12.3 billion, an increase of $4.9 billion, or
66%, due to a lower percentage of securitized loans to managed loans in the
current period. Net charge-offs were $161 million, an increase of $64 million,
or 66%, primarily driven by higher owned loan balances. Net charge-offs as a
percentage of average loans were 5.24%, down from 5.38%, resulting from improved
portfolio credit quality.
The 30-day delinquency ratio was 2.81%, down from 2.99%, resulting from
improved portfolio credit quality. Delinquency rates, on a reported basis,
continued to be lower than on a managed basis as new originations represented a
larger percentage of the on-balance sheet portfolio.
14
Managed Basis
-------------
Period-end managed loans were $72.8 billion, an increase of $8.0 billion,
or 12%. Reflecting the increase in loan balances, the provision for credit
losses increased $28 million, or 3%, to $971 million. Net charge-offs as a
percentage of average managed loans, however, declined to 5.29% from 5.69%,
reflecting underwriting discipline and focus on the prime and super-prime
markets.
The 30-day delinquency ratio was 4.08%, compared to 4.27%, resulting from
improved portfolio credit quality. Delinquency rates, on a reported basis,
continued to be lower than on a managed basis as new originations represented a
larger percentage of the on-balance sheet portfolio.
15
Investment Management
The Investment Management Group (IMG) provides investment, insurance, trust and
private banking services to individuals. IMG also provides investment and
investment related services, including retirement and custody services,
securities lending and corporate trust to institutions.
Three Months Ended March 31
----------------------------------------
Change
----------------
(Dollars in millions) 2003 2002(19) Amount Percent
------------------------------------------------------------------------------------------
INC0ME STATEMENT DATA:
Net interest income-FTE(3)(20) $ 98 $ 114 $ (16) (14)%
Banking fees and commissions 66 60 6 10
Service charges on deposits 5 5 -- --
Fiduciary and investment
management fees 177 188 (11) (6)
Other income -- 1 (1) N/M
--------------------------------------------------------------------------------
Total noninterest income 248 254 (6) (2)
--------------------------------------------------------------------------------
Total revenue, net of interest expense 346 368 (22) (6)
Provision for credit losses 2 5 (3) (60)
Salaries and employee benefits 117 116 1 1
Other expense 99 87 12 14
--------------------------------------------------------------------------------
Total noninterest expense 216 203 13 6
--------------------------------------------------------------------------------
Income before income taxes 128 160 (32) (20)
Applicable income taxes 48 59 (11) (19)
--------------------------------------------------------------------------------
Net income $ 80 $ 101 $ (21) (21)
------------------------------------------------------------------------------------------
Memo-Insurance revenues $ 107 $ 123 $ (16) (13)
FINANCIAL PERFORMANCE:
Return on equity 32% 41% (9)%
Efficiency ratio 62 55 7
Headcount-full-time 4,703 5,009 (306) (6)%
ENDING BALANCES (in billions):
Loans $ 6.7 $ 7.2 $(0.5) (7)%
Assets 8.5 8.6 (0.1) (1)
Demand deposits 2.3 3.0 (0.7) (23)
Savings 5.2 3.9 1.3 33
Time 3.8 3.6 0.2 6
Foreign offices 0.2 0.2 -- --
--------------------------------------------------------------------------------
Total deposits 11.5 10.7 0.8 7
Equity 1.0 1.0 -- --
AVERAGE BALANCES (in billions):
Loans $ 6.8 $ 7.0 $(0.2) (3)%
Assets 8.4 8.3 0.1 1
Demand deposits 2.0 2.1 (0.1) (5)
Savings 4.9 3.7 1.2 32
Time 3.5 3.3 0.2 6
Foreign offices 0.2 0.2 -- --
--------------------------------------------------------------------------------
Total deposits 10.6 9.3 1.3 14
Equity 1.0 1.0 -- --
------------------------------------------------------------------------------------------
16
Investment Management - continued
Three Months Ended March 31
-----------------------------------------
Change
-----------------
2003 2002(19) Amount Percent
-----------------------------------------
CREDIT QUALITY (dollars in millions)
Net charge-offs:
Commercial $ 1 $ 2 $ (1) (50)%
Consumer 1 3 (2) (67)
--------------------------------------------------------------------------------
Total net charge-offs 2 5 (3) (60)
Annualized net charge-off ratios:
Commercial 0.13% 0.27% (0.14)%
Consumer 0.11 0.29 (0.18)
Total net charge-off ratio 0.12 0.29 (0.17)
Nonperforming assets:
Commercial $ 68 $ 30 $ 38 N/M
Consumer 13 7 6 86
--------------------------------------------------------------------------------
Total nonperforming loans 81 37 44 N/M
Other, including 0REO 1 -- 1 --
--------------------------------------------------------------------------------
Total nonperforming assets 82 37 45 N/M
Allowance for credit losses 40 25 15 60
Allowance to period end loans 0.60% 0.35% 0.25%
Allowance to nonperforming loans 49 68 (19)
Nonperforming assets to related assets 1.22 0.51 0.71
ASSETS UNDER MANAGEMENT
ENDING BALANCES (in billions):
Mutual funds $ 97.5 $ 89.9 $ 7.6 8%
Other 60.8 58.4 2.4 4
--------------------------------------------------------------------------------
Total assets 158.3 148.3 10.0 7
By type:
Money market 73.9 62.7 11.2 18
Equity 35.4 47.9 (12.5) (26)
Fixed income 49.0 37.7 11.3 30
--------------------------------------------------------------------------------
Total assets 158.3 148.3 10.0 7
By channel:
Private client services 41.2 50.1 (8.9) (18)
Retail brokerage 7.1 7.7 (0.6) (8)
Institutional 80.3 64.4 15.9 25
Commercial cash sweep 7.7 10.1 (2.4) (24)
Capital markets 3.4 2.6 0.8 31
External(21) 9.8 6.7 3.1 46
All other direct(22) 8.8 6.7 2.1 31
--------------------------------------------------------------------------------
Total assets 158.3 148.3 10.0 7
Morningstar(R) Rankings:(23)
% of 4 and 5 ranked funds 54% 55% (1)%
% of 3+ ranked funds 88 89 (1)
-------------------------------------------------------------------------------------------
17
Investment Management - continued
Three Months Ended March 31
------------------------------------------
Change
----------------
2003 2002(19) Amount Percent
------------------------------------------
CORPORATE TRUST SECURITIES
ENDING BALANCES: (in billions)
Corporate trust securities
under administration(24) $1,003.9 $958.4 $ 45.5 5%
PRIVATE CLIENT SERVICES:
Number of private client advisors 649 660 (11) (2)%
Number of private client offices(25) 90 97 (7) (7)
Total client assets-end of
period (in billions) $ 60.6 $ 72.0 $(11.4) (16)
Ending balances (in billions):
Loans 6.6 6.9 (0.3) (4)
Deposits 9.9 8.2 1.7 21
Average balances (in billions):
Loans 6.7 6.9 (0.2) (3)
Deposits 9.3 8.1 1.2 15
--------------------------------------------------------------------------------------------
For additional footnote detail see pages 7, 11 and 14.
(19) Prior period data has been adjusted for the transfer of retail brokerage to
the Retail line of business.
(20) Net interest income-FTE did not have tax equivalent adjustments for the
three months ended March 31, 2003 and 2002.
(21) Includes broker/dealers, trust companies, and registered investment
advisors that sell, or offer, One Group funds.
(22) One Group funds invested in other One Group funds and other mutual funds
sub-advised.
(23) Morningstar changed the rating process effective June 30, 2002 with no
prior period restatements.
(24) Certain adjustments, primarily definitional in nature, were made to prior
periods to conform to the current period presentation. Ending balances are
estimated.
(25) During 2002, PCS offices that were in close proximity were consolidated to
realize operational efficiencies.
Quarterly Results
-----------------
Investment Management net income totaled $80 million, a decline of $21 million,
or 21%, reflecting weak market conditions.
Assets under management were $158 billion, an increase of $10 billion, or
7%, as a result of strong money market and fixed income asset growth, partially
offset by a decline in equity assets. During this same period, the S&P 500
declined 26%. Institutional and external assets under management increased $19
billion, or 27%, partially offset by a decline in Private Client Services assets
under management of $9 billion, or 18%. One Group mutual funds assets increased
8% to $98 billion.
Net interest income decreased 14% to $98 million. Despite continued strong
average deposit growth of $1.3 billion, or 14%, net interest income declined due
to deposit spread compression.
Noninterest income declined 2% to $248 million. Despite positive net fund
inflows, noninterest income was negatively impacted by a shift in asset mix from
equities to money market and fixed income, mostly caused by continuing market
decline.
Noninterest expense increased 6% to $216 million, reflecting higher legal
and other operating expenses. Salaries and benefits remained fairly flat despite
an overall decline in headcount, because of increased benefits expenses and a
change in the skill mix of the employee base.
The provision for credit losses was $2 million, down $3 million from a year
ago. Provision decreased $26 million from the prior quarter, which had reflected
the deterioration in credit quality of certain large loans.
Subsequent to March 31, 2003, the Corporation announced that it is
exploring strategic options with the Global Corporate Trust business, which may
include possible sale. No decision has been made pending managements' review.
18
Corporate
Corporate includes treasury, fixed income and principal investment portfolios,
mortgage-servicing assets, unallocated corporate expenses, and any gains or
losses from corporate transactions. The treasury group within the Corporate line
of business risk manages mortgage-servicing assets on behalf of the Corporation.
Three Months Ended March 31
----------------------------------------------------------------------------------------------
Change
----------------
(Dollars in millions) 2003 2002(26) Amount Percent
----------------------------------------------------------------------------------------------
INCOME STATEMENT DATA:
Net interest expense-FTE(3)(27)(28) $ (183) $ (43) $ (140) N/M
Banking fees and commissions (17) (7) (10) N/M
Credit card revenue 1 (1) 2 N/M
Service charges on deposits (1) 3 (4) N/M
Fiduciary and investment management fees 8 2 6 N/M
Investment securities gains (losses) 69 (18) 87 N/M
Trading losses (13) (9) (4) (44)%
Other income 33 54 (21) (39)
------------------------------------------------------------------------------------
Total noninterest income(29) 80 24 56 N/M
------------------------------------------------------------------------------------
Total loss, net of interest expense (103) (19) (84) N/M
Provision for credit losses -- 15 (15) N/M
Salaries and employee benefits 245 186 59 32
Other expense (125) (99) (26) (26)
------------------------------------------------------------------------------------
Total noninterest expense(30) 120 87 33 38
------------------------------------------------------------------------------------
Loss before income tax benefit (223) (121) (102) (84)
Applicable income tax benefit (115) (72) (43) (60)
------------------------------------------------------------------------------------
Net loss $ (108) $ (49) $ (59) N/M
----------------------------------------------------------------------------------------------
FINANCIAL PERFORMANCE:
Headcount-full-time 14,802 13,627 1,175 9%
ENDING BALANCES (in billions):
Loans $ 0.3 $ 1.0 $ (0.7) (70)%
Assets 70.9 52.1 18.8 36
Memo-
Treasury investments(31) 41.6 30.4 11.2 37
Principal investments(32) 2.2 2.5 (0.3) (12)
Deposits 12.4 15.9 (3.5) (22)
Equity 1.3 (0.1) 1.4 N/M
AVERAGE BALANCES (in billions):
Loans $ 0.3 $ 0.5 $ (0.2) (40)%
Assets 56.1 48.3 7.8 16
Deposits 12.9 15.7 (2.8) (18)
Equity 1.6 (0.1) 1.7 N/M
CREDIT QUALITY (in millions):
Net charge-offs $ -- $ 15 $ (15) N/M
Nonperforming assets:
Nonperforming loans 7 45 (38) (84)%
Other including OREO 3 5 (2) (40)
----------------------------------------------------------------------------------------------
Total nonperforming assets 10 50 (40) (80)
Allowance for credit losses 4 4 --
Allowance to period end loans 1.33% 0.40% 0.93%
Allowance to nonperforming loans 57 9 48
Nonperforming assets to related assets 3.30 4.98 (1.68)
----------------------------------------------------------------------------------------------
19
For additional footnote detail see pages 7, 11, 14 and 18.
(26) Prior period data has been adjusted for the transfer of the community
development business from the Retail line of business.
(27) Net interest expense-FTE includes tax equivalent adjustments of $8 million
for the three months ended March 31, 2003 and 2002.
(28) Net interest expense-FTE primarily includes treasury results and interest
spread on investment related activities.
(29) Noninterest income primarily includes the gains and losses from investment
activities and other corporate transactions.
(30) Noninterest expense primarily includes corporate expenses not allocated to
the lines of business.
(31) Treasury investments may include U.S. government and agency debt
securities, mortgage and other asset backed securities and other fixed
income investments.
(32) Principal investments include primarily private equity investments and
venture capital fund investments.
Quarterly Results
-----------------
Corporate net loss totaled $108 million, compared with a net loss of $49
million. During the quarter, more than 20 million shares were repurchased at an
average price of $35.72.
During 2002, actions were taken to position the balance sheet more
defensively for a potential increase in interest rates. The Corporation extended
funding duration by fixing rates, and better positioned treasury's investment
portfolio for rising rates. As a result, net interest expense of $183 million in
the current quarter reflects an increase of $140 million from the prior year.
Noninterest income was $80 million, an increase of $56 million, driven by
net investment gains. Net securities gains of $69 million consisted primarily of
net gains from treasury's investment portfolio as a result of further
repositioning. In addition, other income decreased $21 million from the previous
year primarily due to asset sales and valuation adjustments related to other
investments.
Corporate noninterest expenses were $120 million, an increase of $33
million over the prior year.
20
BALANCE SHEET ANALYSIS
(All comparisons are to December 31, 2002, unless otherwise specified.)
The Corporation's loan portfolio was $144.7 billion compared with $148.1
billion, a decrease of $3.4 billion, or 2%. Commercial Banking loans totaled
$59.5 billion compared to $61.9 billion, a decrease of $2.4 billion, or 4%.
Reductions of $2.0 billion in the commercial and industrial portfolio were the
result of on going risk management initiatives and weak loan demand. Card
Services loans totaled $12.3 billion compared to $11.6 billion, an increase of
$0.7 billion, or 7%. During the quarter, 1.0 million credit card accounts were
opened. Retail loans totaled $65.9 billion compared with $67.6 billion, a
decrease of $1.7 billion, or 3%, due primarily to the intentional reduction of
the discontinued brokered home equity and vehicle lease portfolios partially
offset by growth in home equity loans.
Investment securities totaled $71.3 billion compared with $67.6 billion.
This increase of $3.7 billion, or 5%, was driven by an increase of $7.7 billion,
or 29%, in U.S. government agencies and an increase of $605 million, or 45%, in
U.S. Treasuries. Partially offsetting these increases was a decrease of $3.4
billion, or 12%, in retained interests in securitized credit card receivables, a
decrease of $836 million, or 18%, in other debt securities and a decrease of
$510 million, or 15%, in equity securities.
Total deposits were $167.1 billion compared to $170.0 billion, a decrease
of $2.9 billion, or 2%. Time deposits totaled $28.1 billion compared to $30.5
billion, a decrease of $2.4 billion or 8%. Foreign offices' deposits totaled
$15.0 billion compared to $16.2 billion, a decrease of $1.2 billion, or 7%.
Offsetting this decrease was an increase in demand deposits of $1.7 billion, or
5%, to $36.0 billion from $34.3 billion. As a result of the current interest
rate environment, customer deposits are migrating from time deposits to demand
deposits.
RISK MANAGEMENT
Risk is an inherent part of the Corporation's business activity. The
Corporation's ability to properly and effectively identify, measure, monitor,
and report risk in its business activities is critical to its soundness and
profitability. The diversity of the Corporation's lines of business helps reduce
the impact that volatility in any particular area has on its operating results
as a whole.
Risk Types
There are seven major risk types identified by the Corporation:
. Credit risk is the risk to earnings or capital arising from an
obligor's failure to meet the terms of any contract with the lender or
otherwise fail to perform as agreed.
. Liquidity risk is the risk of loss arising from an institution's
inability to meet its obligations when they come due without incurring
unacceptable losses.
. Market risk is the risk that changes in future market rates or prices
will make the Corporation's positions less valuable.
. Operational risk is the risk of loss resulting from inadequate or
failed internal processes, people or systems or from external events.
. Reputation risk is the risk to earnings or capital arising from
negative public opinion. This affects the institution's ability to
establish new relationships or services, or continue servicing
existing relationships.
. Strategic risk is the risk to earnings or capital arising from adverse
business decisions or improper implementation of those decisions.
. Compliance risk is the risk to earnings or capital arising from
violations of, or non-conformance with, laws, rules, regulations,
prescribed practices, or ethical standards.
The following discussion of the Corporation's risk management process focuses
primarily on developments since December 31, 2002. The Corporation's risk
management processes for credit, liquidity, market and operational risks have
not substantially changed from year-end and are described in detail in the
Corporation's 2002 Annual Report, beginning on page 56.
21
LIQUIDITY RISK MANAGEMENT
At March 31, 2003, the Corporation and its principal banks had the
following long- and short-term debt ratings:
Short-Term Debt Senior Long-Term Debt
----------------------------------------------------------------------------
S & P Moody's Fitch S & P Moody's Fitch
----------------------------------------------------------------------------
The Corporation (parent) A-1 P-1 F-1 A Aa3 A+
Principal banks A-1 P-1 F-1+ A+ Aa2 AA-
----------------------------------------------------------------------------
MARKET RISK MANAGEMENT
Market risk refers to potential losses arising from changes in interest rates,
foreign exchange rates, equity prices, commodity prices and credit spreads in
market risk sensitive instruments. Market risk arises in both trading and
non-trading portfolios. The section on "Market Risk Management-Nontrading
Activities" in the Corporation's 2002 Annual Report on pages 61-62 provides an
overview of our approach to managing market risks arising from non-trading
portfolios. In these asset and liability management activities, policies are in
place to closely manage structural interest rate risk. Disclosures about the
fair value of financial instruments, which reflect changes in market prices and
rates, can be found in Note 23 "Fair Value of Financial Instruments" in the
Corporation's 2002 Annual Report on pages 103-105.
Market Risk Management - Trading Activities
Through its trading activities, the Corporation strives to take advantage of
profit opportunities due to changes in interest rates, exchange rates, equity
prices, commodity prices and credit spreads. The Corporation's trading
activities are primarily customer-oriented. For example, cash instruments are
bought and sold to satisfy customers' investment needs. Derivative contracts are
initially entered into to meet the risk management needs of customers. The
Corporation enters into subsequent transactions to manage the level of risk in
accordance with approved limits. In order to accommodate customers, an inventory
of capital markets instruments is carried, and access to market liquidity is
maintained by providing bid-offer prices to other market makers. The Corporation
may also take proprietary trading positions in various capital markets cash
instruments and derivatives, and these positions are designed to profit from
anticipated changes in market factors. Activity is focused in OECD (Organisation
for Economic Cooperation and Development) markets, with very little activity in
emerging markets.
Many trading positions are kept open for brief periods of time, often less
than one day. Other positions may be held for longer periods. Trading positions
are carried at estimated fair value, with realized and unrealized gains and
losses included in noninterest income as trading income.
Value-At-Risk
For trading portfolios, value-at-risk measures the maximum fair value the
Corporation could be reasonably expected to lose on a trading position, given a
specified confidence level and time horizon. Value-at-risk limits and exposure
are monitored daily for each significant trading portfolio. Value-at-risk is not
calculated for credit derivatives used to hedge specific credits in the loan
portfolio. However, stress testing is regularly performed for these credit
derivative positions. See discussion of credit derivatives under the "Trading
Derivative Instruments" section in the Corporation's 2002 Annual Report on page
72. Likewise, value-at-risk calculations do not include the principal
investments portfolio, which is carried at fair value with realized and
unrealized gains and losses reported currently in income.
The Corporation applies a statistical model to its portfolios of cash and
derivative positions, including options, to calculate value-at-risk. The
variance-covariance model estimates the volatility of returns on individual
assets, as well as the correlation of changes of asset price pairs. These
volatility and correlation estimates are made on the basis of one-year,
equally-weighted historical observations of market variables. The model then
computes the volatility of changes in the market values of the portfolios (i.e.,
the value-at-risk results) by applying each portfolio's statistical
sensitivities to the correlations.
The Corporation's value-at-risk calculation measures potential losses in
fair value using a 99% confidence level and a one-day time horizon. This equates
to 2.33 standard deviations from the mean under a normal distribution. This
means that, on average, daily profits and losses are expected to exceed
value-at-risk one out of every 100 overnight trading days.
22
The value-at-risk in the Corporation's trading portfolio was as follows:
(excluding credit derivatives used to hedge specific credits in the loan
portfolio with a notional amount of $7.7 billion and $7.3 billion at March 31,
2003 and December 31, 2002, respectively).
First Quarter 2003
---------------------------------------------------------------------------------------------------
(In millions) March 31, 2003 Average High Low December 31, 2002
---------------------------------------------------------------------------------------------------
High Volume Capital Markets Trading
Portfolios and Mortgage Pipeline (1)
Risk type:
Interest rate $ 6 $ 6 $ 7 $ 4 $ 6
Currency exchange rate -- -- 1 -- --
Equity -- -- -- -- 1
Diversification benefit -- -- -- -- --
------------------------------------------------------------------ -----------------
Total 6 6 7 5 7
Other Trading Portfolios
Risk type:
Interest rate 4 5 6 4 7
------------------------------------------------------------------ -----------------
Aggregate trading portfolio market risk $10 $11 $12 $ 9 $14
---------------------------------------------------------------------------------------------------
(1) Subject to backtesting.
Interest rate risk was the predominant type of market risk incurred during
the first quarter of 2003. At March 31, 2003, approximately 96% of primary
market risk exposures were related to interest rate risk. Currency exchange
rate, equity and commodity risks accounted for 1%, 2% and 1%, respectively, of
primary market risk exposures.
At March 31, 2003, aggregate portfolio market risk exposures were 25% lower
than at year-end 2002.
Value-at-risk levels are regularly backtested to validate the model by
comparing predictions with actual results. For the three months ended March 31,
2003, backtesting results for the high volume capital markets portfolios and the
mortgage pipeline appear in the following graph:
[GRAPHIC APPEARS HERE]
23
These backtesting results reflect only the higher-volume trading portfolios
that are actively managed and marked-to-market on a daily basis (i.e., the
capital markets trading portfolios and the mortgage pipeline in the consumer
lending business). Based on a 99% confidence interval in predicting actual
profit or loss, the Corporation would expect actual profit or loss to exceed
value-at-risk one day for every one hundred days. As shown in the graph above,
there were no days during the first quarter where the actual loss exceeded the
calculated value-at-risk. The Corporation's value-at-risk measure provides a
conservative measure of the level of market risk.
Market Risk Management - Non-Trading Activities
Interest rate risk exposure in the Corporation's core non-trading business
activities, (i.e., asset/liability management ("ALM") position), is a result of
reprice, option, and basis risks associated with on- and off-balance sheet
positions. Reprice risk represents timing mismatches in the Corporation's
ability to alter contractual rates earned on financial assets or paid on
liabilities in response to changes in market interest rates. Basis risk refers
to the potential for change in the underlying relationship between market rates
or indices, which subsequently result in a narrowing of the spread earned on a
loan or investment relative to its cost of funds. Option risk arises from
"embedded options" present in many financial instruments such as interest rate
options, loan prepayment options and deposit early withdrawal options. These
provide customers and investors opportunities to take advantage of directional
changes in rates, which could have an adverse impact on the Corporation's margin
performance. Embedded options are complex risk positions that are difficult to
predict and offset, and are a significant component of the interest rate risk
exposure for the Corporation.
Based on immediate parallel shocks, the Corporation's earnings at-risk to
rising interest rates, versus base-case, has improved. The Corporation's
12-month pretax earnings sensitivity profile is as follows:
Immediate Change in Rates
------------------------------------------------------------------------------
(In millions) +200 bp +100 bp -50 bp -100 bp
------------------------------------------------------------------------------
March 31, 2003 $281 $242 $(227) $(450)
------------------------------------------------------------------------------
December 3l, 2002 $165 $100 $ (89) $(177)
------------------------------------------------------------------------------
The increase in measured exposure to falling interest rates, and
corresponding increase in benefit derived from rising rates, reflects
management's decision to position the balance sheet more defensively for a
potential increase in interest rates. The change in risk position effected over
the past year included a more defensive investment portfolio and a longer
duration wholesale funding posture. In the table above, the Corporation has
provided disclosure of the immediate parallel shock of a -100 basis point rate
movement in accordance with the risk monitoring policy even though management
believes that the probability of rates declining by 100 basis points in a
parallel shift is low.
CREDIT PORTFOLIO COMPOSITION
Selected Statistical Information
The significant components of credit risk and the related ratios for the periods
indicated are as follows:
March 31 December 31 September 30 June 30 March 31
2003 2002 2002 2002 2002
-----------------------------------------------------------------------------------------------------------
(Dollars in millions)
Loans outstanding $144,747 $148,125 $150,389 $147,728 $152,126
Average loans 146,419 150,531 148,152 149,674 154,942
Nonperforming loans(1) 3,199 3,276 3,521 3,720 3,737
Other, including other real estate owned 254 251 214 204 197
-----------------------------------------------------------------------------------------------------------
Nonperforming assets 3,453 3,527 3,735 3,924 3,934
Allowance for credit losses 4,526 4,525 4,518 4,521 4,520
Net charge-offs 495 622 573 607 663
Nonperforming assets to related assets(2) 2.38% 2.38% 2.48% 2.65% 2.58%
Allowance to period end loans 3.31 3.20 3.17 3.19 3.06
Allowance to nonperforming loans 142 139 132 125 123
Annualized net charge-offs to average loans 1.35 1.65 1.55 1.62 1.71
Allowance to annualized net charge-offs 229 182 197 186 170
-----------------------------------------------------------------------------------------------------------
(1) Includes loans held for sale of $22 million, $22 million, $93 million,
$107 million and $69 million at March 31, 2003, December 31, 2002,
September 30, 2002, June 30, 2002 and March 31, 2002, respectively. These
amounts are not included in allowance coverage statistics.
(2) Related assets consist of loans outstanding, including loans held for
sale, and other real estate owned.
24
Loan Composition
The Corporation's loan portfolios at the periods indicated are as follows:
March 31, 2003 December 31, 2002 September 30, 2002 June 30, 2002 March 31, 2002
----------------------------------------------------------------------------------------------------------------------------
(Dollars in millions) Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
----------------------------------------------------------------------------------------------------------------------------
Retail:
Smallbusinesss commercial $ 9,739 7% $ 9,795 7% $ 9,821 6% $ 9,958 7% 9,905 6%
Home equity 28,842 20 28,469 19 26,757 18 25,579 17 25,272 17
Vehicle 13,627 9 14,012 9 14,296 10 13,584 9 13,644 9
Other persona1 7,898 5 8,486 6 8,861 6 8,229 6 8,600 6
----------------------------------------------------------------------------------------------------------------------------
Core businesses 60,106 41 60,762 41 59,735 40 57,350 39 57,421 38
Brokered home equity
discontinued 2,806 2 3,242 2 3,648 2 4,120 3 4,619 3
Vehicle leases 2,955 2 3,596 2 4,204 3 4,722 3 5,431 4
----------------------------------------------------------------------------------------------------------------------------
Home equity discontinued/
vehicle leases 5,761 4 6,838 4 7,852 5 8,842 6 10,050 7
----------------------------------------------------------------------------------------------------------------------------
Total Retail 65,867 45 67,600 45 67,587 45 66,192 45 67,471 45
Commercial Banking:
Corporate banking:
Commercial and
industrial 16,679 12 17,866 12 17,388 12 17,912 12 20,226 13
Commercial real estate 8,414 6 8,321 6 8,557 6 8,433 6 8,731 6
Lease financing 4,250 3 4,358 3 4,693 3 4,758 3 4,774 3
Other 553 -- 1,014 -- 514 -- 670 -- 975 --
----------------------------------------------------------------------------------------------------------------------------
Total corporate
banking 29,896 21 31,559 21 31,152 21 31,773 21 34,706 22
Middle market:
Commercial and
industrial 26,199 18 26,983 18 28,086 18 29,337 20 29,515 19
Commercial real estate 2,150 1 2,318 2 2,353 2 2,421 2 3,516 2
Lease financing 943 1 1,008 1 1,039 1 1,092 1 1,156 1
Other 269 -- 27 -- 361 -- 251 -- 141 --
----------------------------------------------------------------------------------------------------------------------------
Total middle market 29,561 20 30,336 21 31,839 21 33,101 23 34,328 22
----------------------------------------------------------------------------------------------------------------------------
Total Commercial
Banking 59,457 41 61,895 42 62,991 42 64,874 44 69,034 44
Card Services 12,387 9 11,581 8 11,924 8 9,115 6 7,396 5
IMG 6,718 5 6,946 5 7,131 5 7,088 5 7,175 5
Corporate 318 -- 103 -- 756 -- 459 -- 1,050 1
----------------------------------------------------------------------------------------------------------------------------
Total loans $144,747 100% $148,125 100% $150,389 100% $147,728 100% $152,126 100%
----------------------------------------------------------------------------------------------------------------------------
Loans held for sale, which are classified as loans, are carried at lower of
cost or fair value, totaled $7.9 billion and $6.9 billion at March 31, 2003 and
December 31, 2002, respectively. At March 31, 2003, loans held for sale included
Commercial Banking loans of $0.2 billion, of which approximately $17 million
were included in nonperforming loans, and Card Services and other consumer loans
of $7.7 billion.
25
Commercial and Industrial Loans
At March 31, 2003, commercial and industrial loans totaled $42.9 billion, which
represents 72% of the Commercial Banking portfolio.
The more significant borrower industry concentrations of the Commercial
Banking commercial and industrial portfolio for the periods indicated are as
follows:
March 31, 2003 December 31, 2002
---------------------------------------------------------------------------------------------------
(Dollars in millions) Outstanding Percent(1) Outstanding Percent(1)
---------------------------------------------------------------------------------------------------
Motor vehicles and parts/auto related $ 4,025 9.4% $ 3,990 8.9%
Wholesale trade 3,499 8.2 3,558 7.9
Oil and gas 2,738 6.4 3,069 6.8
Industrial materials 2,338 5.4 2,471 5.5
Business finance and leasing 2,132 5.0 2,222 5.0
Other(2) 28,146 65.6 29,539 65.9
---------------------------------------------------------------------------------------------------
Tota1 $42,878 100% $44,849 100%
---------------------------------------------------------------------------------------------------
(1) Total outstanding by industry concentration as a percentage of total
commercial and industrial loans.
(2) Presented for informational purposes and includes 36 industry
concentrations.
26
Commercial Real Estate
Commercial real estate loans represent credit extended for real estate related
purposes to borrowers or counterparties who are primarily in the real estate
development or investment business and for which the primary source of repayment
of the loan is from the sale, lease, rental, management, operations or
refinancing of the property. At March 31, 2003, commercial real estate loans
totaled $10.6 billion, which represented 18% of the Commercial Banking
portfolio.
Commercial real estate lending is conducted in several lines of business
with the majority of these loans originated by corporate banking primarily
through its specialized National Commercial Real Estate Group. This group's
focus is lending to targeted regional and national real estate developers and
homebuilders. As of March 31, 2003, National Commercial Real Estate Group's loan
outstandings totaled $8.4 billion, or 80% of the commercial real estate
portfolio.
The commercial real estate loan portfolio by both collateral location and
property type for the periods indicated are as follows:
(Dollars in millions) March 31, 2003 December 31, 2002
--------------------------------------------------------------------------------
Percent of Percent of
Amount Portfolio Amount Portfolio
------- ---------- ------- ----------
By Collateral Location:
Michigan $ 1,147 11% $ 1,118 11%
California 1,047 10 1,109 10
Illinois 943 9 1,088 10
Texas 845 8 824 8
Ohio 839 8 848 8
Arizona 709 7 741 7
Louisiana 363 3 376 3
Indiana 349 3 363 3
Kentucky 347 3 369 3
Colorado 260 3 288 3
Other areas 1,530 14 1,563 15
Unsecured 1,363 13 1,341 13
Secured by other than
commercial real estate 822 8 611 6
--------------------------------------------------------------------------------
Total commercial real estate $10,564 100% $10,639 100%
--------------------------------------------------------------------------------
By Property Type:
Apartment $ 1,845 18% $ 1,854 17%
Retail 1,798 17 1,762 17
Office 1,658 16 1,738 16
Industrial/warehouse 1,192 11 1,161 11
Single family residential
development 1,184 11 1,137 11
Residential lots 539 5 543 5
Hotels 517 5 560 5
Other commercial
income producing 1,696 16 1,758 17
Other residential
developments 135 1 126 1
--------------------------------------------------------------------------------
Total commercial real estate $10,564 100% $10,639 100%
--------------------------------------------------------------------------------
27
ASSET QUALITY
Nonperforming Assets
The Corporation places loans on nonaccrual status as follows:
.. Retail consumer loans are placed on nonaccrual status when the collection
of contractual principal or interest becomes 90 days past due.
.. Commercial Banking and Retail small business commercial loans are placed on
nonaccrual status when the collection of contractual principal or interest
is deemed doubtful, or the loan becomes 90 days or more past due and is not
both well-secured and in the process of collection.
.. Credit card receivables are charged-off rather than placed on nonaccrual
status.
The Corporation's nonperforming assets for the quarterly periods indicated
are as follows:
March 31 December 31 September 30 June 30 March 31
(Dollars in millions) 2003 2002 2002 2002 2002
------------------------------------------------------------------------------------------------------------
Nonperforming loans:
Retail $1,350 $1,325 $1,426 $1,343 $1,398
Commercial Banking:
Corporate banking 814 873 1,010 1,161 1,170
Middle market banking 947 1,001 1,030 1,136 1,087
------------------------------------------------------------------------------------------------------------
Total Commercial Banking 1,761 1,874 2,040 2,297 2,257
IMG 81 71 47 38 37
Corporate 7 6 8 42 45
------------------------------------------------------------------------------------------------------------
Total nonperforming loans(1)(2) 3,199 3,276 3,521 3,720 3,737
Other, including other real estate owned 254 251 214 204 197
------------------------------------------------------------------------------------------------------------
Total nonperforming assets $3,453 $3,527 $3,735 $3,924 $3,934
------------------------------------------------------------------------------------------------------------
Nonperforming assets to related assets 2.38% 2.38% 2.48% 2.65% 2.58%
Loans 90-days or more past due and
accruing interest:
Card Services $ 161 $ 160 $ 132 $ 112 $ 100
Other -- 1 -- -- 2
------------------------------------------------------------------------------------------------------------
Total loans $ 161 $ 161 $ 132 $ 112 $ 102
------------------------------------------------------------------------------------------------------------
(1) Nonperforming loans at March 31, 2003, include $22 million of loans held for
sale.
(2) Related assets consist of loans outstanding, including loans held for sale,
and other real estate owned.
Credit quality improved during the first quarter as nonperforming assets
declined $74 million from the prior quarter. In Commercial Banking,
nonperforming loans declined $113 million from the prior quarter. These declines
were a result of risk management actions, including loan sales and ongoing
review of individual credits. The Corporation has established processes for
identifying potential problem areas of the portfolio, which currently include
exposure to energy/utilities, auto-related and airlines. The Corporation will
continue to monitor and manage these potential risks; however, concerns remain
due to the uncertain economic environment and the potential effect it may have
on future credit quality.
Nonperforming loans within Retail at March 31, 2003, were $1.3 billion, an
increase of $25 million from the prior quarter. This increase was primarily
driven by increases in small business commercial loans partially offset by
discontinued brokered home equity and vehicle loan decreases. Small business
nonperforming loans are modestly higher, reflecting continued general economic
weakness. Overall residential real estate nonperforming loans continue to
improve as foreclosure inventories continue to decline. Home equity loans are
written down to net realizable value once a loan reaches 120 days delinquency.
Due to the time necessary to complete foreclosure and acquire title, real estate
loans remain in nonperforming status for an extended period.
28
Charge-offs
The Corporation records charge-offs as follows:
.. Commercial loans are charged-off in the reporting period in which either an
event occurs that confirms the existence of a loss or it is determined that
a loan or a portion of a loan is uncollectible.
.. A credit card loan is charged-off in the month it becomes contractually 180
days past due and remains unpaid at the end of that month, or 60 days after
receipt of bankruptcy notification.
.. Retail loans are generally charged-off following a delinquency period of
120 days, or within 60 days for unsecured Retail loans after receipt of
notification of bankruptcy. Closed-end consumer loans, such as auto loans
and leases and home mortgage loans, are typically written down to the
extent of loss after considering the net realizable value of the
collateral.
The timing and amount of the charge-off on consumer loans will depend on
the type of loan, giving consideration to available collateral, as well as the
circumstances giving rise to the delinquency. The Corporation adheres to uniform
guidelines published by the FFIEC in charging off consumer loans.
The Corporation's net charge-offs for the quarterly periods indicated are
as follows:
March 31, 2003 December 31, 2002 September 30, 2002
---------------------------------------------------------------------------------------------------------------------------------
Net Annualized Net Annualized Net Annualized
charge- Average net charge- charge- Average net charge- charge- Average net charge-
(Dollars in millions) offs balance off rate offs balance off rate offs balance off rate
---------------------------------------------------------------------------------------------------------------------------------
Retail $204 $ 67,026 1.22% $237 $ 67,753 1.40% $201 $ 66,754 1.21%
Commercial Banking:
Corporate banking 81 30,405 1.07 148 31,508 1.88 160 31,600 2.03
Middle market banking 47 29,551 0.64 54 30,693 0.70 77 32,084 0.96
---------------------------------------------------------------------------------------------------------------------------------
Total Commercial
Banking 128 59,956 0.85 202 62,201 1.30 237 63,684 1.49
Card Services 161 12,364 5.24 168 13,325 5.05 131 10,523 4.99
IMG 2 6,755 0.12 13 7,005 0.74 2 6,955 0.11
Corporate -- 318 -- 2 247 -- 2 236 --
---------------------------------------------------------------------------------------------------------------------------------
Total $495 $146,419 1.35% $622 $150,531 1.65% $573 $148,152 1.55%
---------------------------------------------------------------------------------------------------------------------------------
June 30 2002 March 31, 2002
-------------------------------------------------------------------
Net Annualized Net Annualized
charge- Average net charge- charge- Average net charge-
(Dollars in millions) offs balance off rate offs balance off rate
---------------------------------------------------------------------------------------------------------------------------------
Retail $215 $ 66,740 1.29% $265 $ 69,139 1.53%
Commercial Banking:
Corporate banking 168 33,322 2.02 163 36,040 1.81
Middle market banking 106 33,689 1.26 118 35,075 1.34
---------------------------------------------------------------------------------------------------------------------------------
Total Commercial
Banking 274 67,011 1.64 281 71,115 1.58
Card Services 118 8,459 5.58 97 7,217 5.38
IMG -- 6,997 -- 5 6,984 0.29
Corporate -- 467 -- 15 487 --
---------------------------------------------------------------------------------------------------------------------------------
Total $607 $149,674 1.62% $663 $154,942 1.71%
---------------------------------------------------------------------------------------------------------------------------------
Net charge-offs decreased 20% during the first quarter of 2003 to $495
million from the prior quarter. The net charge-off ratio decreased to 1.35% in
the first quarter of 2003 versus 1.65% in the fourth quarter of 2002. All lines
of business experienced lower net charge-offs.
Retail net charge-offs in the first quarter of 2003 totaled $204 million,
down from $237 million in the fourth quarter of 2002. This decrease reflected
lower net charge-offs primarily in the vehicle loan portfolio.
Commercial Banking net charge-offs in the first quarter of 2003 totaled
$128 million, down from $202 million in the fourth quarter of 2002, reflecting
continued benefits from managements' actions taken during 2001 and 2002. In
spite of this improvement, future charge-offs and credit quality in the
Commercial Banking portfolio are subject to uncertainties that may cause actual
results to differ from historical experience or forecasted results, including
the state of the economy and its impact on individual industries and portfolio
mix, among other things.
29
On a reported basis, Card Services net charge-offs for the first quarter of
2003 totaled $161 million, an increase of $64 million from the same quarter a
year ago, attributable to growth of the portfolio from $7.2 billion to $12.4
billion.
On a managed basis, Card Services first quarter 2003 net charge-off ratio
of 5.29% decreased from the year-ago ratio of 5.69%, reflecting management's
continued emphasis on prudent credit risk management including disciplined
underwriting and account management practices targeted to the prime and
super-prime credit sectors. Credit risk management tools used to manage the
level and volatility of losses for credit card accounts have been continually
updated, and, where appropriate, these tools are adjusted to reduce credit risk.
The managed credit card portfolio continued to reflect a well-seasoned portfolio
that has good national geographic diversification.
Future charge-offs and overall credit quality are subject to uncertainties,
which may cause actual results to differ from current and historic performance.
This could include the direction and level of loan delinquencies, changes in
consumer behavior, bankruptcy trends, portfolio seasoning, interest rate
movements, and portfolio mix, among other things. While current economic and
credit data suggests that credit quality will not significantly deteriorate,
significant deterioration in the general economy could materially change these
expectations.
Loan Sales
A summary of the Corporation's Commercial Banking loan sales, excluding
syndications, syndication-related activity and trade finance transactions, for
the periods indicated are as follows:
March 31 December 31 September 30 June 30 March 31
(In millions) 2003 2002 2002 2002 2002
---------------------------------------------------------------------------------------------------------------------------
Loans sold and loans transferred
to loans held for sale:(1)
Nonperforming loans $ 92 $ 62 $139 $208 $ 99
Other loans with credit related losses 94 63 79 148 160
Other loans 304 275 261 193 343
---------------------------------------------------------------------------------------------------------------------------
Total $490 $400 $479 $549 $602
---------------------------------------------------------------------------------------------------------------------------
Impact of sales, transfers to loans held for sale and valuation
adjustments, on held for sale:
Charge-offs on loans sold and transferred to held for sale:
Nonperforming loans $ 10 $ -- $ 5 $ 39 $ 48
Other loans with credit related losses 10 5 6 12 19
---------------------------------------------------------------------------------------------------------------------------
Total charge-offs to allowance 20 5 11 51 67
Losses (gains) on loans sold and held for sale (8) (3) 12 22 4
---------------------------------------------------------------------------------------------------------------------------
Total $ 12 $ 2 $ 23 $ 73 $ 71
---------------------------------------------------------------------------------------------------------------------------
(1) First quarter 2003 data includes loans reclassified to loans held for sale
sale that are not yet sold of approximately $17 million, $10 million and
$199 million in nonperforming, other loans with credit related losses and
other loans, respectively.
The Corporation sells Commercial Banking loans in the normal course of its
business activities and as one alternative to manage credit risk. These loans
are subject to the Corporation's overall risk management practices. When a loan
is sold or transferred to held for sale, any loss is evaluated to determine
whether it resulted from credit deterioration or other conditions. Based upon
this evaluation, losses resulting from credit deterioration are recorded as
charge-offs. Losses on loan sales deemed to be from other than credit
deterioration, gains on loan sales, and subsequent fair value adjustments on
loans held for sale are reported as other noninterest income.
Loans classified as held for sale are carried at the lower of cost or
market value. Accordingly, these loans are no longer included in the evaluation
of the adequacy of the allowance for credit losses.
30
ALLOWANCE FOR CREDIT LOSSES
The allowance for credit losses is maintained at a level that in management's
judgment is adequate to provide for estimated probable credit losses inherent in
various on- and off-balance sheet financial instruments. This process includes
deriving probable loss estimates based on historical loss ratios, portfolio
stress testing and management's judgment.
The changes in the Corporation's allowance for credit losses for the
periods indicated are as follows:
March 31 December 31 September 30 June 30 March 31
(In millions) 2003 2002 2002 2002 2002
-------------------------------------------------------------------------------------------------------------
Balance beginning of period $4,525 $4,518 $4,521 $4,520 $4,528
Charge-offs:
Retail:
Small business commercial 32 38 20 28 18
Home equity 77 70 66 67 89
Vehicle 61 83 67 56 82
Other personal 29 27 29 38 41
-------------------------------------------------------------------------------------------------------------
Core businesses 199 218 182 189 230
Brokered home equity discontinued 31 33 35 45 49
Vehicle leases 19 23 20 19 34
-------------------------------------------------------------------------------------------------------------
Home equity discontinued/vehicle leases 50 56 55 64 83
Total consumer 217 236 217 225 295
-------------------------------------------------------------------------------------------------------------
Total Retail 249 274 237 253 313
-------------------------------------------------------------------------------------------------------------
Commercial Banking:
Corporate banking:
Commercial and industrial 55 74 133 152 182
Commercial real estate 6 6 8 19 2
Lease financing 40 77 31 25 2
-------------------------------------------------------------------------------------------------------------
Total corporate banking 101 157 172 196 186
Middle market:
Commercial and industrial 65 67 71 113 126
Commercial real estate 3 -- 15 2 4
Lease financing 1 2 4 19 5
-------------------------------------------------------------------------------------------------------------
Total middle market 69 69 90 134 135
-------------------------------------------------------------------------------------------------------------
Total Commercial Banking 170 226 262 330 321
Card Services 175 183 142 129 111
IMG 3 15 4 2 7
Corporate -- 2 3 -- 15
-------------------------------------------------------------------------------------------------------------
Total charge-offs 597 700 648 714 767
-------------------------------------------------------------------------------------------------------------
31
Allowance for Credit Losses table continued:
March 31 December 31 September 30 June 30 March 31
(In millions) 2003 2002 2002 2002 2002
-------------------------------------------------------------------------------------------------------------
Recoveries:
Retail:
Small business commercial $ 8 $ 5 $ 6 $ 5 $ 4
Home equity 7 8 8 9 7
Vehicle 14 14 14 15 17
Other personal 11 4 3 4 15
-------------------------------------------------------------------------------------------------------------
Core businesses 40 31 31 33 43
Brokered home equity discontinued 2 1 1 1 1
Vehicle leases 3 5 4 4 4
-------------------------------------------------------------------------------------------------------------
Home equity discontinued/vehicle leases 5 6 5 5 5
Total consumer 37 32 30 33 44
-------------------------------------------------------------------------------------------------------------
Total Retail 45 37 36 38 48
-------------------------------------------------------------------------------------------------------------
Commercial Banking:
Corporate banking:
Commercial and industrial 20 8 11 26 21
Commercial real estate -- 1 1 2 2
Lease financing -- -- -- -- --
-------------------------------------------------------------------------------------------------------------
Total corporate banking 20 9 12 28 23
Middle market:
Commercial and industrial 20 15 12 24 14
Commercial real estate 1 -- 1 1 2
Lease financing 1 -- -- 3 1
-------------------------------------------------------------------------------------------------------------
Total middle market 22 15 13 28 17
-------------------------------------------------------------------------------------------------------------
Total Commercial Banking 42 24 25 56 40
Card Services 14 15 11 11 14
IMG 1 2 2 2 2
Corporate -- -- 1 -- --
-------------------------------------------------------------------------------------------------------------
Total recoveries 102 78 75 107 104
-------------------------------------------------------------------------------------------------------------
Net charge-offs:
Retail 204 237 201 215 265
Commercial Banking 128 202 237 274 281
Card Services 161 168 131 118 97
IMG 2 13 2 -- 5
Corporate -- 2 2 -- 15
-------------------------------------------------------------------------------------------------------------
Total net charge-offs 495 622 573 607 663
-------------------------------------------------------------------------------------------------------------
Provision for credit losses 496 628 587 607 665
Transfers -- 1 (17) 1 (10)
-------------------------------------------------------------------------------------------------------------
Balance end of period $4,526 $4,525 $4,518 $4,521 $4,520
-------------------------------------------------------------------------------------------------------------
32
Composition of Allowance for Credit Losses
While the allowance for credit losses is available to absorb credit losses in
the entire portfolio, allocations of the allowance for credit losses by line of
business for the periods indicated are as follows:
March 31, 2003 December 31, 2002 September 30, 2002
------------------------------------------------------------------------------------------
(Dollars in millions) Amount Percent Amount Percent Amount Percent
------------------------------------------------------------------------------------------
Retail $1,015 22% $1,014 22% $1,022 23%
Commercial Banking:
Corporate banking 1,706 38 1,706 38 1,706 38
Middle market 1,365 30 1,365 30 1,365 30
------------------------------------------------------------------------------------------
Total Commercial Banking 3,071 68 3,071 68 3,071 68
Card Services 396 9 396 9 396 9
IMG 40 1 40 1 25 --
Corporate 4 -- 4 -- 4 --
------------------------------------------------------------------------------------------
Total composition $4,526 100% $4,525 100% $4,518 100%
------------------------------------------------------------------------------------------
June 30, 2002 March 31, 2002
---------------------------------------------------------------------------------------
Amount Percent Amount Percent
---------------------------------------------------------------------------------------
Retail $1,025 23% $1,024 23%
Commercial Banking:
Corporate banking 1,706 38 1,706 38
Middle market 1,365 30 1,365 30
---------------------------------------------------------------------------------------
Total Commercial Banking 3,071 68 3,071 68
Card Services 396 9 396 9
IMG 25 -- 25 --
Corporate 4 -- 4 --
---------------------------------------------------------------------------------------
Total composition $4,521 100% $4,520 100%
---------------------------------------------------------------------------------------
Components of Allowance for Credit Losses
The Corporation determines allowance levels based upon the probable losses in
the credit portfolios. Several methodologies are employed for estimating
probable losses. A detailed discussion of the process is presented in the
Corporation's 2002 Annual Report beginning on page 57.
The table below presents the components of the probable loss estimate for
the periods indicated:
March 31 December 31 September 30 June 30 March 31
(In millions) 2003 2002 2002 2002 2002
---------------------------------------------------------------------------------------
Asset specific $ 692 $ 678 $ 756 $ 828 $ 843
Expected loss 2,850 2,810 2,862 3,051 3,104
Stress 984 1,037 900 642 573
---------------------------------------------------------------------------------------
Total components(1) $4,526 $4,525 $4,518 $4,521 $4,520
---------------------------------------------------------------------------------------
(1) The underlying assumptions, estimates and assessments made by management
to determine the components of the allowance for credit losses are
continually evaluated by management and updated to reflect management's
judgments regarding economic conditions and various relevant factors
impacting credit quality and inherent losses.
The March 31, 2003 allowance for credit losses remained relatively
unchanged; however, due to decreases in nonperforming loans and asset levels,
coverage ratios improved. The allowance for credit losses at March 31, 2003
represented 3.31% of period-end loans and 142% of nonperforming loans, compared
to 3.20% and 139%, respectively, at December 31, 2002. The asset-specific and
expected loss components of the allowance for credit losses increased from the
prior quarter reflecting some deterioration in credit quality for specific
industry segments of the Commercial loan portfolio. This was offset by a
decrease in the stress component of the allowance for credit losses reflecting
management's ongoing assessment of the probable losses inherent in the
portfolio. The allowance for credit losses established for specifically
identified off-balance sheet lending exposures was not material at March 31,
2003.
33
DERIVATIVE FINANCIAL INSTRUMENTS
In the normal course of business, the Corporation uses a variety of derivative
financial instruments in its trading activity and asset and liability
management, and to a lesser extent, in its mortgage operations, and to manage
certain currency translation exposures of foreign entities. These instruments
include interest rate, currency, equity and commodity swaps, forwards, spot,
futures, options, caps, floors, forward rate agreements, credit derivatives and
other conditional or exchange contracts, and include both exchange-traded and
over-the-counter contracts. A detailed discussion of accounting policies for
trading and hedging derivative instruments is presented in the Corporation's
2002 Annual Report beginning on page 72.
Trading Derivative Instruments
Derivative financial instruments used in trading include swaps, forwards,
futures, options, and other conditional or exchange contracts in the interest
rate, foreign exchange, equity and commodity markets. The estimated fair values
are based on quoted market prices or valuation models using current market
information. Realized and unrealized gains and losses, including any interest
income or expense on derivative instruments, are recorded in noninterest income
as trading.
The Corporation uses credit derivatives (primarily single name credit
default swaps) and short bond positions, as protection against the deterioration
of credit quality on commercial loans and loan commitments. The change in fair
value of credit derivative instruments is included in trading results in the
Corporation's financial statement, while any credit assessment change is
reflected in the allocated credit reserves. At March 31, 2003, the notional
amount of credit derivatives economically hedging commercial credit exposure
totaled $7.7 billion, and related trading loss was $54 million for the first
quarter of 2003.
Asset and Liability Management Hedging Derivative Instruments
Derivatives are an integral component of the Corporation's asset/liability
management activities and associated management of interest rate risk. In
general, the assets and liabilities generated through the ordinary course of
business activities do not naturally create offsetting positions with respect to
repricing, basis or maturity characteristics. Using derivative instruments,
principally plain vanilla interest rate swaps (ALM swaps), interest rate
sensitivity is adjusted to maintain the desired interest rate risk profile.
Cash Flow Hedges
Cash flow hedges primarily represent hedges of variable rate interest-bearing
instruments. The effective portion of the change in fair value of the hedging
derivative is recorded in Accumulated Other Adjustments to Stockholders' Equity,
which is reclassified into earnings in a manner consistent with the earnings
pattern of the underlying hedged instrument or transaction. At March 31, 2003,
the total amount of such reclassification into earnings is projected to be a
decrease in net income of $336 million after-tax ($527 million pre-tax) over the
next twelve months. This decrease, along with the contractual interest on the
underlying variable rate debt, achieves the overall intended result of
converting the variable rate to a specified fixed rate and is included in our
analysis of interest rate exposure. These projections involve the use of
currently forecasted interest rates over the next twelve months. These rates,
and the resulting classification into earnings, are subject to change. The
maximum length of time for which exposure to the variability of future cash
flows for forecasted transactions is hedged is 24 months. No events have
occurred in 2003 that impacted earnings from the discontinuance of cash flow
hedges due to the determination that a forecasted transaction is no longer
likely to occur.
The amount of hedge ineffectiveness recognized for cash flow and fair value
hedges for the three months ended March 31, 2003, was a gain of $5 million
recognized in noninterest income. No component of a hedging derivative
instrument's gain or loss is excluded from the assessment of hedge
effectiveness. The Corporation has no non-derivative instruments designated as a
hedge.
Credit Exposure Resulting from Derivative Financial Instruments
The credit risk associated with exchange-traded derivative financial instruments
is limited to the relevant clearinghouse. Written options do not expose the
Corporation to credit risk, except to the extent of the underlying risk in a
financial instrument that the Corporation may be obligated to acquire under
certain written put options. Written caps and floors do not expose the
Corporation to credit risk.
Credit exposure from derivative financial instruments arises from the risk
of a counterparty default on the derivative contract. The amount of loss created
by the default is the replacement cost or current fair value of the defaulted
contract. The Corporation utilizes master netting agreements whenever possible
to reduce its credit exposure
34
from counterparty defaults. These agreements allow the netting of contracts with
unrealized losses against contracts with unrealized gains to the same
counterparty, in the event of a counterparty default.
The impact of these master netting agreements for the periods indicated is
as follows:
March 31 December 31 September 30 June 30 March 31
(In millions) 2002 2002 2002 2002 2002
---------------------------------------------------------------------------------------------------
Gross replacement cost $22,454 $22,066 $20,806 $15,494 $10,736
Less: Adjustment due to master
netting agreements 17,897 17,793 16,601 12,498 8,072
--------------------------------------------------------------------------------------------------
Balance sheet credit exposure $ 4,557 $ 4,273 $ 4,205 $ 2,996 $ 2,664
---------------------------------------------------------------------------------------------------
LOAN SECURITIZATIONS AND OFF-BALANCE SHEET ACTIVITIES
Loan Securitizations
Investors in the beneficial interests of the securitized loans have no recourse
against the Corporation if cash flows generated from the securitized loans are
inadequate to service the obligations of the qualified special purpose entity
("QSPE") that issues the securitized loans. To help ensure that adequate funds
are available in the event of a shortfall, the Corporation is required to
deposit funds into cash spread accounts if the excess spread falls below certain
minimum levels. Spread accounts are funded from excess spread that would
normally be returned to the Corporation. In addition, various forms of other
credit enhancements are provided to protect more senior investor interests from
loss. Credit enhancements associated with credit card securitizations, such as
cash collateral or spread accounts, totaled $111 million and $145 million at
March 31, 2003 and December 31, 2002, respectively, and are classified on the
balance sheet as other assets at amounts approximating fair value.
The following comprised the Corporation's managed credit card loans for the
periods indicated:
March 31 December 31
(In millions) 2003 2002
-----------------------------------------------------------------------------------------------
Owned credit card loans - held in portfolio $ 7,147 $ 7,592
Owned credit card loans - held for sale 5,240 3,989
Seller's interest in credit card loans and accrued interest receivable 25,156 28,526
-----------------------------------------------------------------------------------------------
Total credit card loans reflected on balance sheet 37,543 40,107
Securities sold to investors and removed from balance sheet 35,305 33,889
-----------------------------------------------------------------------------------------------
Managed credit card loans $72,848 $73,996
-----------------------------------------------------------------------------------------------
For further discussion of the Corporation's loan securitization process and
other related disclosures, see pages 74-77 and 94-95 of the Corporation's 2002
Annual Report.
Off-Balance Sheet Activities
In the normal course of business, the Corporation is a party to a number of
activities that contain credit, market and operational risk that are not
reflected in whole or in part in the Corporation's consolidated financial
statements. Such activities include: traditional off-balance sheet
credit-related financial instruments; commitments under capital and operating
leases and long-term debt; credit enhancement and liquidity facilities
associated with the commercial paper conduit program; joint venture activities;
and other contractual obligations.
35
Credit-Related Financial Instruments
The Corporation provides customers with off-balance sheet credit support through
loan commitments, standby letters of credit and guarantes, as well as
commercial letters of credit. Summarized credit-related financial instruments at
March 31, 2003, are as follows:
Amount of Commitment Expiration Per Period
-----------------------------------------------------------------------------------------------------
Less Than 1 - 3 3 - 5 Over 5
(In billions) Total 1 Year Years Years Years
-----------------------------------------------------------------------------------------------------
Unused credit card lines $345.7 $345.7 $ -- $ -- $ --
Unused loan commitments 134.1 101.4 23.4 9.1 0.2
Standby letters of credit and foreign office guarantees 25.6 17.2 6.6 1.4 0.4
Commercial letters of credit 0.4 0.4 -- -- --
-----------------------------------------------------------------------------------------------------
Since many of the unused commitments are expected to expire unused or be
only partially used, the total amount of unused commitments in the preceding
table does not necessarily represent future cash requirements.
Lease Commitments, Long-Term Debt and Other
The Corporation has entered into a number of long-term leasing arrangements of
banking facilities to support the ongoing activities of the Corporation. The
required payments under such commitments and long-term debt at March 31, 2003
are as follows:
2008
(In millions) 2003 2004 2005 2006 2007 and After Total
-----------------------------------------------------------------------------------------------------------
Long-term debt, including capital leases $5,270 $6,791 $7,252 $8,433 $4,597 $ 9,292 $41,635
Trust preferred capital securities -- -- -- -- -- 3,315 3,315
Operating leases 177 228 204 185 161 874 1,829
-----------------------------------------------------------------------------------------------------------
Total $5,447 $7 019 $7,456 $8,618 $4,758 $13,481 $46,779
-----------------------------------------------------------------------------------------------------------
Asset Backed Finance Programs
The Corporation is an active participant in the asset-backed securities business
where it helps meet customers' financing needs by providing access to the
commercial paper markets through special purpose entities ("SPEs"), known as
multi-seller conduits. These entities are separate bankruptcy-remote
corporations in the business of purchasing interests in, and making loans
secured by, receivables pools and other financial assets pursuant to agreements
with customers. The entities fund their purchases and loans through the issuance
of highly rated commercial paper. The primary source of repayment of the
commercial paper is the cash flow from the pools of assets. Investors in the
commercial paper have no recourse to the general assets of the Corporation.
Customers benefit from such structured financing transactions as these
transactions provide an ongoing source of asset liquidity, access to the capital
markets, and a potentially favorable cost of financing.
As of March 31, 2003, the Corporation administered multi-seller conduits
with a total program limit of $70.0 billion and with $35.3 billion in commercial
paper outstanding. The multi-seller conduits were rated A-1 by S&P, P-1 by
Moody's and F1 or higher by Fitch.
These multi-seller conduits are a type of variable interest entity ("VIE"),
as defined by Financial Accounting Standards Board ("FASB") Interpretation No.
46, "Consolidation of Variable Interest Entities" ("FIN No. 46"). From the
Corporation's perspective, these entities have historically met all of the
requirements to be treated as independent entities, which have not been required
to be consolidated. See pages 45-46 for additional discussion. Each of the
multi-seller conduits administered by the Corporation has stand-alone financial
statements, which are independently audited on an annual basis.
As administrator of the multi-seller conduits, the Corporation provides
deal origination services, asset portfolio monitoring, treasury, and financial
administration services for these entities. The Corporation structures financing
transactions for customers such that the receivables and other financial
instruments financed through the multi-seller conduits are appropriately
diversified and credit enhanced to support the conduits' commercial paper
issuances. The Corporation does not service these assets and does not transfer
its own receivables or other financial instruments into the multi-seller
conduits it administers. Each conduit has program documents and investment
policies, which govern the types of assets and structures permitted by the
conduit. The mix of assets is principally trade receivables, auto loans and
leases and credit card receivables. Under the program document, one conduit has
publicly rated marketable investment securities.
36
The commercial paper issued by the conduit is supported by deal specific
credit enhancement, which is generally structured to cover more than the
expected losses on the pool of assets. The deal specific credit enhancement is
typically in the form of over-collateralization, but may also include any
combination of the following: recourse to the seller or originator, cash
collateral accounts, letters of credit, excess spread, retention of subordinated
interests or third-party guarantees. In a limited number of cases, the
Corporation provides the deal specific credit enhancements as a financial
arrangement for the customer. For March 31, 2003 and December 31, 2002, the
Corporation provided such deal specific enhancements to customers in the form of
subordinated interests totaling $149 million and $203 million, respectively.
These subordinated interest positions are included in loans on the Corporation's
balance sheet.
In general, the commercial paper investors have access to a second loss
credit protection in the form of program-wide credit enhancement. The
program-wide credit enhancement consists of a subordinated term loan from the
Corporation and a surety bond from an AAA rated monoline insurance company. The
subordinated term loans from the Corporation to these conduits totaled $1.0
billion for March 31, 2003 and December 31, 2002. However, one conduit has only
deal specific credit enhancements provided by other financial institutions.
As a means of ensuring timely repayment of the commercial paper, each asset
pool financed by the conduits has a minimum of 100% deal specific liquidity
facility associated with it. In the unlikely event of a disruption in the
commercial paper market or in the event an assets pool is removed from the
conduit, the administrator can draw on the liquidity facility to repay the
maturing commercial paper. The liquidity facilities are typically in the form of
asset purchase agreements and are generally structured such that the bank
liquidity is provided by purchasing, or lending against, a pool of
non-defaulted, performing assets. Additionally, program-wide liquidity
facilities and lines of credit are provided by the Corporation to the
multi-seller conduits to facilitate access to the commercial paper markets.
The following table summarizes the total amount of deal specific and
program-wide liquidity facilities, as well as the share of these facilities
provided by the Corporation, for each of the multi-seller conduits for the
periods indicated:
March 31, 2003 December 31, 2002
-----------------------------------------------------------------------------
Liquidity Liquidity
Total Facility Total Facility
Liquidity provided by Liquidity provided by
(Dollars in billions) Facility the Corporation Percent Facility the Corporation Percent
-----------------------------------------------------------------------------------------------------------
Total multi-seller conduits $49.2 $40.6 83% $50.6 $41.3 82%
-----------------------------------------------------------------------------------------------------------
The Corporation also provides deal specific and program-wide liquidity
facilities to conduits administered by other financial institutions totaling
approximately $6.2 billion as of March 31, 2003.
With the January 2003 issuance of FIN No. 46, the Corporation is currently
in the process of evaluating what entities will be required to be consolidated.
The Corporation believes it is reasonably possible that the multi-seller
conduits and an investment vehicle as currently structured, for which it is the
administrator, will be consolidated. Investors in the multi-seller conduits have
no recourse to the general assets of the Corporation.
Based on information as of March 31, 2003, the expected impact of FIN No.
46 to the Corporation's balance sheet would be to increase both assets and
liabilities by approximately $39.5 billion for the multi-seller conduits and an
investment vehicle. Management has estimated its maximum loss exposure to be
$123 million. Based on capital ratios as of March 31, 2003, consolidation of
these entities would affect regulatory risk-based capital by reducing the Tier 1
risk-based capital ratio from 10.0% to 8.7% and total risked-based capital ratio
from 13.8% to 12.1%. The Corporation's actual capital ratios as of the date of
adoption will depend on the actual level of risk-based capital, which is subject
to change from that of March 31, 2003.
Principal Investments and Joint Ventures
In the normal course of business, the Corporation invests in principal
investments, comprised of indirect investments in private equity, venture
capital and other equity and debt assets. The investment strategy for the
portfolio, primarily executed by One Equity Partners (a wholly-owned
consolidated subsidiary), is to focus on direct investments in high potential
entities. Investments made include stakes in Howaldtswekre-Deutsche Werft (HDW),
the global leader in the design and manufacturer of non-nuclear submarines, and
in Polaroid, a leader in the instant imaging industry. Commitments to fund such
investments at March 31, 2003 totaled $1.0 billion.
37
At March 31, 2003, the Corporation is not party to any material joint
venture arrangements, which are not consolidated.
Loans Sold with Recourse
The Corporation occasionally sells or securitizes loans with limited recourse.
The amount of outstanding loans sold with recourse totaled $4.0 billion and $4.7
billion at March 31, 2003 and December 31, 2002, respectively. The recourse
provisions require the Corporation to repurchase loans at par plus accrued
interest upon a credit-related triggering event. Exposure to credit losses from
these arrangements has been reduced with the purchase of credit insurance
contracts that cover the majority of expired losses.
CAPITAL MANAGEMENT
The capital position of the Corporation is managed to achieve management's
external debt rating objectives, comply with regulatory requirements and reflect
the underlying risks of the Corporation's business activities. The Corporation
employs an economic capital framework (described further on page 39 to
facilitate a standard measure of risk and return across all business units, as
well as to provide a measure of capital adequacy consistent with internal risk
evaluation practices. This serves as the basis for capital planning and related
management activities.
Selected Capital Ratios
The Corporation aims to maintain regulatory capital ratios, including those of
the principal banking subsidiaries, in excess of the well-capitalized guidelines
under federal banking regulations. The Corporation maintains a well-capitalized
regulatory position.
The Corporation's capital ratios are as follows:
Well-Capitalized
March 31 December 31 September 30 June 30 March 31 Regulatory
2003 2002 2002 2002 2002 Guidelines
---------------------------------------------------------------------------------------------------------------
Risk-based capital ratios:
Tier 1 10.0% 9.9% 9.5% 9.4% 9.0% 6.0%
Total 13.8 13.7 13.0 13.0 12.7 10.0
Leverage ratio(1) 8.9 8.9 9.0 9.1 8.6 N/A
Common equity/assets 7.8 8.1 8.0 8.0 8.0 --
Tangible common equity/tangible
reported assets 6.9 7.2 7.2 7.1 7.1 --
Tangible common equity/tangible
managed assets 6.2 6.4 6.4 6.3 6.2 --
Double leverage ratio 107 103 104 103 103 --
Dividend payout ratio 30 30 30 30 31 --
---------------------------------------------------------------------------------------------------------------
(1) The minimum regulatory guideline is 3%.
The components of the Corporation's regulatory risk-based capital and
risk-weighted assets are as follows:
March 31 December 31 September 30 June 30 March 31
(In millions) 2003 2002 2002 2002 2002
--------------------------------------------------------------------------------------------
Regulatory risk-based capital:
Tier 1 capital $ 23,832 $ 23,918 $ 23,428 $ 23,039 $ 22,513
Tier 2 capital 9,035 9,201 8,650 8,924 9,115
--------------------------------------------------------------------------------------------
Total capital 32,867 33,119 32,078 31,963 31,628
--------------------------------------------------------------------------------------------
Total risk-weighted assets $238,529 $241,468 $247,050 $246,032 $249,128
--------------------------------------------------------------------------------------------
38
In deriving Tier 1 and Total Capital, goodwill and other nonqualifying
intangible assets are deducted for the periods indicated:
March 31 December 31 September 30 June 30 March 31
(In millions) 2003 2002 2002 2002 2002
--------------------------------------------------------------------------------------------
Goodwill $1,894 $1,882 $1,829 $1,829 $1,840
Other nonqualifying intangibles 239 256 215 237 251
--------------------------------------------------------------------------------------------
Subtotal 2,133 2,138 2,044 2,066 2,091
Qualifying intangibles 402 415 421 405 422
--------------------------------------------------------------------------------------------
Total intangibles $2,535 $2,553 $2,465 $2,471 $2,513
--------------------------------------------------------------------------------------------
See page 37 for a discussion of the possible impact of consolidation of
certain multi-seller conduits to the Corporation's risk-based capital ratios
under FIN No. 46.
Dividend Policy
The Corporation's common stock dividend policy reflects its earnings outlook,
desired payout ratios, the need to maintain an adequate capital level and
alternative investment opportunities. The common stock dividend payout ratio is
targeted in the range of 25% - 30% of earnings over time. On January 21, 2003,
the Corporation declared its quarterly common cash dividend of $0.21 per share,
payable on April 1, 2003.
Double Leverage
Double leverage is the extent to which the Corporation's resources are used to
finance investments in subsidiaries. Double leverage was 107% and 103% at March
31, 2003 and December 31, 2002, respectively. Trust Preferred Capital Securities
of $3.3 billion at March 31, 2003 and December 31, 2002 were included in capital
for purposes of this calculation.
Stock Repurchase Program
On July 16, 2002, the Corporation's Board of Directors approved the repurchase
of up to $2 billion of the Corporation's common stock, replacing the two
previous buyback programs announced in September 2001 and May 1999. The timing
of the purchases and the exact number of shares to be repurchased will depend on
market conditions. The share repurchase program does not include specific price
targets or timetables and may be suspended at any time. In the first quarter
2003, the Corporation purchased over 20 million shares of common stock at an
average price of $35.72 per share pursuant to the current buyback program. There
remains available $868 million of common stock that may be repurchased under the
Board authorization.
Economic Capital
An important aspect of risk management and performance measurement is the
ability to evaluate the risk and return of a business unit, product or customer
consistently across all lines of business. The Corporation's economic capital
framework facilitates this standard measure of risk and return. Business units
are assigned capital consistent with the underlying risks of their product set,
customer base and delivery channels.
The following principles are inherent in the capital allocation methodology
employed:
. An equal amount of capital is assigned for each measured unit of risk.
. Risk is defined in terms of "unexpected" losses over the life of the
exposure, measured at a confidence interval consistent with that level
of capitalization necessary to achieve a targeted AA solvency
standard. Unexpected losses are in excess of those normally incurred
and for which reserves are maintained.
. Business units are assessed a uniform charge against allotted capital,
representing a target hurdle rate on equity investments. Returns on
capital in excess of the hurdle rate contribute to increases in
shareholder value.
39
Forward-looking Statements
Management's Discussion and Analysis included herein contains certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. In addition, the Corporation may make or approve
certain statements in future filings with the Securities and Exchange Commission
(the "Commission"), in press releases, and in oral and written statements made
by or with the Corporation's approval that are not statements of historical fact
and may constitute forward-looking statements. Forward-looking statements may
relate to, without limitation, the Corporation's financial condition, results of
operations, plans, objectives, future performance or business.
Words such as "believes", "anticipates", "expects," "intends," "plans,"
"estimates," "targeted" and similar expressions are intended to identify
forward-looking statements but are not the only means to identify these
statements.
Forward-looking statements involve risks and uncertainties. Actual
conditions, events or results may differ materially from those contemplated by a
forward-looking statement. Factors that could cause this difference-many of
which are beyond the Corporation's control-include the following, without
limitation:
.. Local, regional and international business or economic conditions may
differ from those expected.
.. The effects of and changes in trade, monetary and fiscal policies and laws,
including the Federal Reserve Board's interest rate policies, may adversely
affect the Corporation's business.
.. The timely development and acceptance of new products and services may be
different than anticipated.
.. Technological changes instituted by the Corporation and by persons who may
affect the Corporation's business may be more difficult to accomplish or
more expensive than anticipated or may have unforeseen consequences.
.. Acquisitions and integration of acquired businesses may be more difficult
or expensive than expected.
.. The ability to increase market share and control expenses may be more
difficult than anticipated.
.. Competitive pressures among financial services companies may increase
significantly.
.. Changes in laws and regulations (including laws and regulations concerning
taxes, banking, securities and insurance) may adversely affect the
Corporation or its business.
.. Changes in accounting policies and practices, as may be adopted by
regulatory agencies, the Public Company Accounting Oversight Board and the
Financial Accounting Standards Board, may affect expected financial
reporting.
.. The costs, effects and outcomes of litigation may adversely affect the
Corporation or its business.
.. The Corporation may not manage the risks involved in the foregoing as well
as anticipated.
Forward-looking statements speak only as of the date they are made. The
Corporation undertakes no obligation to update any forward-looking statement to
reflect subsequent circumstances or events.
40
CONSOLIDATED BALANCE SHEETS
Bank One Corporation and Subsidiaries
March 31 December 31 March 31
2003 2002 2002
-----------------------------------------------------------------------------------------------------------
(Dollars in millions)
Assets
Cash and due from banks $ 16,731 $ 17,920 $ 12,683
Interest-bearing due from banks 8,488 1,503 1,532
Federal funds sold and securities purchased under resale agreements 17,897 17,356 9,211
Trading assets 9,968 7,190 6,974
Derivative product assets 4,557 4,273 2,664
Investment securities 71,263 67,643 58,657
Loans(1) 144,747 148,125 152,126
Allowance for credit losses (4,526) (4,525) (4,520)
-----------------------------------------------------------------------------------------------------------
Loans, net 140,221 143,600 147,606
Other assets 18,739 17,898 23,620
-----------------------------------------------------------------------------------------------------------
Total assets $287,864 $277,383 $262,947
-----------------------------------------------------------------------------------------------------------
Liabilities
Deposits:
Demand $ 36,019 $ 34,325 $ 29,098
Savings 87,945 88,934 80,149
Time:
Under $100,000 15,521 16,767 19,766
$100,000 and over 12,542 13,745 16,462
Foreign offices 15,048 16,237 13,328
-----------------------------------------------------------------------------------------------------------
Total deposits 167,075 170,008 158,803
Federal funds purchased and securities sold under repurchase agreements 19,307 14,578 15,154
Other short-term borrowings 12,803 12,306 5,503
Long-term debt 41,635 39,919 40,879
Guaranteed preferred beneficial interest in the Corporation's
junior subordinated debt 3,315 3,315 3,315
Derivative product liabilities 3,983 3,838 2,071
Other liabilities 17,430 10,979 16,309
-----------------------------------------------------------------------------------------------------------
Total liabilities 265,548 254,943 242,034
Stockholders' Equity
Common stock ($0.01 par value; authorized 4,000,000,000;
issued 1,181,382,304) 12 12 12
Surplus 10,246 10,239 10,239
Retained earnings 13,594 13,020 11,250
Accumulated other adjustments to stockholders' equity (36) (8) (46)
Deferred compensation (275) (157) (217)
Treasury stock, at cost (33,195.064, 17,340,948 and 7,624,025
shares, respectively) (1,225) (666) (325)
-----------------------------------------------------------------------------------------------------------
Total stockholders' equity 22,316 22,440 20,913
-----------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $287,864 $277,383 $262,947
-----------------------------------------------------------------------------------------------------------
(1) Includes loans held for sale of $7.9 billion, $6.9 billion and $4.5
billion at March 31, 2003, December 31, 2002 and March 31, 2002,
respectively.
The accompanying notes are an integral part of this statement.
41
CONSOLIDATED INCOME STATEMENTS
Bank One Corporation and Subsidiaries
------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002
------------------------------------------------------------------------------
(In millions, except per share data)
Net Interest Income:
Interest income $3,197 $3,540
Interest expense 1,205 1,340
------------------------------------------------------------------------------
Total net interest income 1,992 2,200
Non interest Income:
Banking fees and commissions 440 458
Credit card revenue 851 909
Service charges on deposits 383 393
Fiduciary and investment management fees 186 189
Investment securities gains (losses) 69 (18)
Trading 4 17
Other income 52 21
------------------------------------------------------------------------------
Total noninterest income 1,985 1,969
------------------------------------------------------------------------------
Total revenue, net of interest expense 3,977 4,169
Provision for credit losses 496 665
Noninterest Expense:
Salaries and employee benefits 1,183 1,096
Occupancy 165 158
Equipment 111 103
Outside service fees and processing 277 300
Marketing and development 226 271
Telecommunication 48 101
Other intangible amortization 32 33
Other expense 278 300
------------------------------------------------------------------------------
Total noninterest expense 2,320 2,362
Income before income taxes 1,161 1,142
Applicable income taxes 343 355
------------------------------------------------------------------------------
Net income $ 818 $ 787
------------------------------------------------------------------------------
Net income attributable to common stockholders' equity $ 818 $ 787
------------------------------------------------------------------------------
Earnings per share:
Basic $ 0.71 $ 0.67
Diluted 0.71 0.67
------------------------------------------------------------------------------
The accompanying notes are an integral part of this statement.
42
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Bank One Corporation and Subsidiaries
Accumulated
Other
Adjustments to Total
Common Retained Stockholders' Deferred Treasury Stockholders'
(In millions) Stock Surplus Earnings Equity Compensation Stock Equity
------------------------------------------------------------------------------------------------------------------------------
Balance-December 31, 2001 $ 12 $10,311 $10,707 $ (65) $(121) $ (618) $20,226
------------------------------------------------------------------------------------------------------------------------------
Net income 787 787
Change in fair value, investment
securities-available for sale,
net of taxes (118) (118)
Change in fair value of cash flow
hedge derivatives
net of taxes 137 137
Net income and changes in ------------------------ -------------
accumulated other adjustments
to stockholders' equity 787 19 806
Common stock cash dividends declared (244) (244)
Net issuance of common stock (88) 293 205
Restricted stock awards granted,
net of forfeitures and amortization (96) (96)
Other 16 16
------------------------------------------------------------------------------------------------------------------------------
Balance-March 31, 2002 $ 12 $10,239 $11,250 $ (46) $(217) $ (325) $20,913
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Balance-December 31, 2002 $ 12 $10,239 $13,020 $ (8) $(157) $ (666) $22,440
------------------------------------------------------------------------------------------------------------------------------
Net income 818 818
Change in fair value, investment
securities-available for sale,
net of taxes (40) (40)
Change in fair value of cash-flow
hedge derivatives,
net of taxes 9 9
Translation gain,
net of hedge results and taxes 3 3
Net income and changes in ------------------------ -------------
accumulated other adjustments
to stockholders' equity 818 (28) 790
Common stock cash dividends declared (244) (244)
Net purchases of common stock (8) (559) (567)
Restricted stock awards granted,
net of forfeitures and amortization (118) (118)
Stock option grants 16 16
Other (1) (1)
------------------------------------------------------------------------------------------------------------------------------
Balance-March 31, 2003 $ 12 $10,246 $13,594 $ (36) $(275) $(1,225) $22,316
------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of this statement.
43
CONSOLIDATED STATEMENTS OF CASH FLOWS
Bank One Corporation and Subsidiaries
--------------------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002
--------------------------------------------------------------------------------------------
(In millions)
Cash Flows from Operating Activities:
Net income $ 818 $ 787
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 134 129
Provision for credit losses 496 665
Investment securities (gains) losses, net (69) 18
Net (increase) in net derivative product assets and liabilities (106) (14)
Net (increase) in trading assets (2,777) (805)
Net (increase) in other assets (686) (4,111)
Net increase in other liabilities 6,522 4,349
Other operating adjustments 237 114
--------------------------------------------------------------------------------------------
Net cash provided by operating activities 4,569 1,132
Cash Flows from Investing Activities:
Net (increase) decrease in federal funds sold and
securities under resale agreements (541) 135
Securities available for sale:
Purchases (22,793) (10,486)
Maturities 4,555 1,486
Sales 10,527 10,253
Credit card receivables securitized 2,700 --
Net decrease in loans 3,488 5,536
Loan recoveries 102 104
Additions to premises and equipment (281) (93)
Proceeds from sales of premises and equipment 7 16
All other investing activities, net 395 (993)
--------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities (1,841) 5,958
Cash Flows from Financing Activities:
Net decrease in deposits (2,968) (8,723)
Net increase in federal funds purchased and
securities sold under repurchase agreements 4,729 1,426
Net increase (decrease) in other short-term borrowings 497 (4,745)
Proceeds from issuance of long-term debt 5,180 3,227
Repayment of long-term debt (3,452) (2,354)
Repurchase of treasury stock (715) --
Cash dividends paid (245) (245)
Proceeds from issuance of common and treasury stock 17 97
All other financing activities, net 18 14
--------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 3,061 (11,303)
Effect of exchange rate changes on cash and cash equivalents 7 15
--------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 5,796 (4,198)
Cash and cash equivalents at beginning of period 19,423 18,413
--------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 25,219 $ 14,215
--------------------------------------------------------------------------------------------
The accompanying notes are an integral part of this statement.
44
Notes to Consolidated Financial Statements
Bank One Corporation and Subsidiaries
Note 1-Summary of Significant Accounting Policies
The consolidated financial statements of the Corporation have been prepared in
conformity with accounting principles generally accepted in the United States of
America. Certain prior-period financial statement information has been
reclassified to conform to the current quarter presentation. The preparation of
the consolidated financial statements requires management to make estimates and
assumptions that affect the amounts reported and disclosures of contingent
assets and liabilities. Actual results could differ from those estimates.
Certain assets and liabilities, primarily derivative assets and liabilities
as well as resale and repurchase agreements, are reported on a net basis by
counterparty if legally enforceable master netting arrangements are in place.
Although the interim amounts are unaudited, they do reflect all adjustments
that, in the opinion of management, are necessary for a fair presentation of the
results of operations for the interim periods. All such adjustments are of a
normal, recurring nature. Because the results from commercial banking operations
are so closely related and responsive to changes in economic conditions, fiscal
policy and monetary policy, and because the results for the investment
securities and trading portfolios are largely market-driven, the results for any
interim period are not necessarily indicative of the results that can be
expected for the entire year.
These financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the
Corporation's 2002 Annual Report.
Note 2-New Accounting Pronouncements
Costs Associated with Exit or Disposal Activities
In 2002, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standard ("SFAS") No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" ("SFAS No. 146") which supercedes Emerging
Issues Task Force No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for
costs associated with an exit or disposal activity be recognized when the
liability is incurred rather than when a company commits to such an activity and
also establishes fair value as the objective for initial measurement of the
liability. SFAS No. 146 is effective for exit or disposal activities that are
initiated after December 31, 2002. The impact was not material to the
Corporation's results of operations, financial position or cash flows for the
three months ended March 31, 2003.
Accounting and Disclosure Requirements for Guarantees
In 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN No. 45"), which requires additional disclosures by
a guarantor about its obligations under certain guarantees that it has issued.
FIN No. 45 also clarifies that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The most significant instruments impacted
for the Corporation are financial and performance standby letters of credit. The
required FIN No. 45 disclosure has been incorporated into Note 11 "Financial
Guarantees". The accounting requirements of FIN No. 45 became effective for the
Corporation on January 1, 2003, on a prospective basis. The impact of adoption
was not material to the Corporation's results of operations, financial position
or cash flows.
Consolidation of Variable Interest Entities ("VIE")
In 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable
Interest Entities" ("FIN No. 46") which provides new accounting guidance on when
to consolidate a variable interest entity. A VIE exists when either the total
equity investment at risk is not sufficient to permit the entity to finance its
activities by itself, or the equity investors lack one of three characteristics
associated with owning a controlling financial interest. Those characteristics
include the direct or indirect ability to make decisions about an entity's
activities through voting rights or similar rights, the obligation to absorb the
expected losses of an entity if they occur, and the right to receive the
expected residual returns of the entity if they occur.
FIN No. 46 was effective immediately for new entities that were created or
acquired after January 31, 2003, and will become effective on July 1, 2003, for
entities in which the Corporation had a variable interest prior to February 1,
45
2003. The Corporation plans to adopt FIN No. 46 on a prospective basis and,
accordingly, will not restate prior periods. FIN No. 46 affects the
Corporation's accounting and reporting for certain SPEs in which the Corporation
is involved.
The Corporation's retained interests in its credit card securitizations and
its investments in commercial mortgage backed securities will not be
consolidated since both transaction structures are exempt from the requirements
of FIN No. 46.
As discussed on pages 36-38, the Corporation is an active participant in
the asset-backed securities business where it helps to meet customers' financing
needs by providing access to the commercial paper markets through SPEs, known as
multi-seller conduits. These multi-seller conduits are a type of VIE, as defined
by FIN No. 46. These entities have historically met the requirements to be
treated as independent entities, which have not been required to be
consolidated. Under FIN No. 46, the Corporation believes it is reasonably
possible that the multi-seller conduits and an investment vehicle as currently
structured, for which it is the administrator, will be consolidated. Investors
in the multi-seller conduits have no recourse to the general assets of the
Corporation. The Corporation is currently evaluating all variable interests in
VIEs.
Based on information as of March 31, 2003, the expected impact of FIN No.
46 to the Corporation's balance sheet would be to increase both assets and
liabilities by approximately $39.5 billion. Any difference between the net
amount added to the balance sheet and the amount of any previously recognized
interest in the newly consolidated entities would be recognized as a cumulative
effect of an accounting change. The Corporation is assessing the impact of
adoption, if any. See page 37 for loss exposure and the potential impact on
risk-based capital ratios.
Note 3-Earnings per Share
Basic EPS is computed by dividing income available to common stockholders by the
average number of common shares outstanding for the period. Except when the
effect would be antidilutive, the diluted EPS calculation includes shares that
could be issued under outstanding stock options and the employee stock purchase
plan.
---------------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002
---------------------------------------------------------------------------------------
(In millions except per share data)
Net income available to common stockholders for basic and diluted EPS $ 818 $ 787
---------------------------------------------------------------------------------------
Average shares outstanding 1,148 1,170
Stock options 8 9
---------------------------------------------------------------------------------------
Average shares outstanding assuming full dilution 1,156 1,179
---------------------------------------------------------------------------------------
Earnings per share:
Basic $ 0.71 $ 0.67
Diluted 0.71 0.67
---------------------------------------------------------------------------------------
46
Note 4-Restructuring-Related Activity
a) Fourth Quarter 2001 Restructuring-Related Charges
The Corporation recorded restructuring-related charges in the fourth
quarter of 2001 for additional real estate and severance costs to accomplish
more rapid expense reductions, accelerated systems conversions and other
consolidations. Summarized below are the details of these restructuring-related
charges:
Contractual
Obligations
Personnel- and Asset
(In millions) Related Costs Writedowns Total
-------------------------------------------------------------------------------
December 31, 2002 reserve balance $19 $89 $108
Amounts utilized (6) (9) (15)
-------------------------------------------------------------------------------
March 31, 2003 reserve balance $13 $80 $ 93
-------------------------------------------------------------------------------
Personnel-related costs initially recorded consisted primarily of severance
costs related to identified staff reductions in the lines of business totaling
approximately 6,900 positions for: the consolidation of various telephone
banking and related sites and loan processing locations for Retail; the
consolidation of call centers by Card Services; the closing of certain
international locations; the consolidation of credit processing activities to
one primary loan system for middle market banking; and certain other
consolidations. At March 31, 2003, approximately 2,700 of these identified
employees have been terminated under these programs, including 300 with related
future payment obligations of approximately $7 million. During the 2002 second
quarter, the reserve was adjusted for approximately 3,100 employees, primarily
in the Retail and Card Services lines of business, due to changes in attrition
and circumstances for elimination under these programs.
Contractual obligations included the estimated costs associated with the
lease and other contract termination costs incorporated in the business
restructuring plans. Asset writedowns included leasehold write-offs related to
leased properties following the decision to abandon such facilities, as well as
in the case of fixed assets and capitalized software for which similar decisions
were made.
Actions under this overall restructuring plan are expected to be completed
within approximately six months or less. Certain contractual payments associated
with these actions, as required, will extend beyond this six month time frame.
b) Second Quarter 2000 Restructuring-Related Activity
Actions under this restructuring plan have been completed, with only
payments of identified obligations remaining, which consist primarily of lease
obligations. Unpaid amounts totaled $39 million as of March 31, 2003, and will
be paid as required over the remaining contractual periods.
47
Note 5-Business Segments
The information below is consistent with the content of business segment data
provided to the Corporation's management, which does not use product group
revenues to assess consolidated results. Aside from investment management and
insurance products, product offerings are tailored to specific customer
segments. As a result, the aggregation of product revenues and related profit
measures across lines of business is not available.
Aside from the United States of America, no single country or geographic
region generates a significant portion of the Corporation's revenues or assets.
In addition, there are no single customer concentrations of revenue or
profitability.
For additional disclosures regarding the Corporation's segments see the
"Business Segment Results" section beginning on page 4.
The following table summarizes certain financial information by line of
business for the periods indicated:
Provision for
(Benefit of) Identifiable Assets at
Total Revenues-FTE(1) Income Taxes(1) Net Income (Loss) Period-End
--------------------------------------------------------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002 2003 2002 2003 2002 2003 2002
--------------------------------------------------------------------------------------------------------------------------------
(In millions, except identifiable
assets in billions)
Retail $1,695 $1,718 $ 219 $207 $ 381 $353 $ 69.1 $ 71.0
Commercial Banking 986 1,026 74 42 217 143 96.6 96.3
Card Services 1,090 1,111 154 154 248 239 42.8 34.9
Investment Management 346 368 48 59 80 101 8.5 8.6
Corporate (103) (19) (115) (72) (108) (49) 70.9 52.1
--------------------------------------------------------------------------------------------------------------------------------
Total $4,014 $4,204 $ 380 $390 $ 818 $787 $287.9 $262.9
--------------------------------------------------------------------------------------------------------------------------------
(1) Revenue and provision for (benefit of) income tax includes tax
equivalent adjustments of $37 million and $35 million for three months
ended March 31, 2003 and 2002, respectively.
Note 6-Interest Income and Interest Expense
Details of interest income and interest expense are as follows:
--------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002
--------------------------------------------------------------------------------
(In millions)
Interest Income:
Loans, including fees $2,302 $2,569
Bank balances 20 15
Federal funds sold and securities purchased under
resale agreements 43 43
Trading assets 74 60
Investment securities 758 853
--------------------------------------------------------------------------------
Total interest income 3,197 3,540
Interest Expense:
Deposits 557 724
Federal funds purchased and securities sold under
repurchase agreements 62 62
Other short-term borrowings 87 40
Long-term debt 499 514
--------------------------------------------------------------------------------
Total interest expense 1,205 1,340
Net interest income 1,992 2,200
Provision for credit losses 496 665
--------------------------------------------------------------------------------
Net interest income after provision for credit
losses $1,496 $1,535
--------------------------------------------------------------------------------
48
Note 7-Investment Securities
The summary of the Corporation's investment portfolio follows:
Gross Unrealized Gross Unrealized Fair Value
At March 31,2003 Amortized Cost Gains Losses (Book Value)
-------------------------------------------------------------------------------------------------------------
(In millions)
U.S. Treasury $ 1,918 $ 25 $ 3 $ 1,940
U.S. government agencies 34,200 588 17 34,771
States and political subdivisions 1,153 60 1 1,212
Interests in credit card securitized
receivables(1) 24,806 118 -- 24,924
Other debt securities 3,871 50 12 3,909
Equity securities(1) 2,896 4 1 2,899
-------------------------------------------------------------------------------------------------------------
Total available for sale securities $68,844 $845 $34 69,655
----------------------------------------------------------------------------------------------
Principal and other investments(2) 1,608
------------
Total investment securities $71,263
-------------------------------------------------------------------------------------------------------------
(1) The fair values of certain securities for which market quotations were
not available were estimated.
(2) The fair values of certain securities reflect liquidity and other
market-related factors, and include investments accounted for at fair value
consistent with specialized industry practice.
For the three months ended March 31, 2003, gross recognized gains and
losses on available-for-sale investment securities were $92 million and $32
million, respectively. For the three months ended March 31, 2002, gross
recognized gains and losses on available-for-sale investment securities were $91
million and $54 million, respectively.
49
Note 8-Guaranteed Preferred Beneficial Interest in the Corporation's Junior
Subordinated Debt
The Corporation has sponsored ten trusts with a total aggregate issuance
outstanding of $3.3 billion at March 31, 2003, in trust preferred securities as
follows:
Trust Preferred Junior Subordinated Debt Owned by Trust
----------------------------------------------------------------------------------------------------------------------------------
Initial Initial
Liquidation Distribution Principal Redeemable
(Dollars in millions) Issuance Date Value Rate Amount Maturity Beginning
----------------------------------------------------------------------------------------------------------------------------------
Capital VI September 28, 2001 $525 7.20% $541.2 October 15, 2031 October 15, 2006
Capital V January 30, 2001 300 8.00% 309.3 January 30, 2031 January 30, 2006
Capital IV August 30, 2000 160 3-mo LIBOR 164.9 September 1, 2030 September 1, 2005
plus 1.50%
Capital III August 30, 2000 475 8.75% 489.7 September 1, 2030 See (1) below.
Capital II August 8, 2000 280 8.50% 288.7 August 15, 2030 August 15, 2005
Capital I September 20, 1999 575 8.00% 592.8 September 15, 2029 September 20, 2004
First Chicago
NBD Capital I January 31, 1997 250 3-mo LIBOR 257.7 February 1, 2027 February 1, 2007
plus 0.55%
First USA
Capital Trust I(2) December 20, 1996 200 9.33% 206.2 January 15, 2027 January 15, 2007
First Chicago
NBD Institutional
Capital A December 3, 1996 500 7.95% 515.5 December 1, 2026 December 1, 2006
First Chicago
NBD Institutional
Capital B December 5, 1996 250 7.75% 257.7 December 1, 2026 December 1, 2006
----------------------------------------------------------------------------------------------------------------------------------
(1) Redeemable at any time subject to approval by the Federal Reserve Board.
(2) The Corporation paid a premium of $36 million to repurchase $193 million
of these securities in 1997.
These trust preferred securities are tax-advantaged issues that qualify for
Tier 1 capital treatment. Distributions on these securities are included in
interest expense on long-term debt. Each of the trusts is a statutory business
trust organized for the sole purpose of issuing trust securities and investing
the proceeds thereof in junior subordinated debentures of the Corporation, the
sole asset of each trust. The preferred trust securities of each trust represent
preferred beneficial interests in the assets of the respective trusts and are
subject to mandatory redemption upon payment of the junior subordinated
debentures held by the trust. The common securities of each trust are
wholly-owned by the Corporation. Each trust's ability to pay amounts due on the
trust preferred securities is solely dependent upon the Corporation making
payment on the related junior subordinated debentures. The Corporation's
obligations under the junior subordinated securities and other relevant trust
agreements, in aggregate, constitute a full and unconditional guarantee by the
Corporation of each respective trust's obligations under the trust securities
issued by such trust.
50
Note 9-Supplemental Disclosures for Accumulated Other Adjustments to
Stockholders' Equity
Accumulated other adjustments to stockholders' equity are as follows:
----------------------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002
----------------------------------------------------------------------------------------------
(In millions)
Fair value adjustment on investment securities-available for sale:
Balance, beginning of period $ 552 $ 78
Change in fair value, net of taxes of $(7) and $(55) for the
three months ended March 31, 2003 and 2002, respectively (9) (95)
Reclassification adjustment, net of taxes of $(18) and $(13) for the
three months ended March 31, 2003 and 2002, respectively (31) (23)
----------------------------------------------------------------------------------------------
Balance, end of period 512 (40)
Fair value adjustment on derivative instruments-cash flow type hedges:
Balance, beginning of period (560) (146)
Net change in fair value associated with current period hedging activities, net
of taxes of $(46) and $49 for the three months ended March 31, 2003 and
2002, respectively (79) 82
Net reclassification into earnings, net of taxes of $51 and $29 for
the three months ended March 31, 2003 and 2002, respectively 88 55
----------------------------------------------------------------------------------------------
Balance, end of period (551) (9)
Accumulated translation adjustment:
Balance, beginning of period -- 3
Translation gain, net of hedge results and taxes 3 --
----------------------------------------------------------------------------------------------
Balance, end of period 3 3
----------------------------------------------------------------------------------------------
Total accumulated other adjustments to stockholders' equity $ (36) $ (46)
----------------------------------------------------------------------------------------------
Note 10-Stock-Based Compensation
The Corporation utilizes stock-based awards, including restricted shares and
stock options, as part of its overall compensation program. In addition, the
Corporation provides employees the opportunity to purchase its shares through
an Employee Stock Purchase Plan.
Effective January 1, 2002, the Corporation adopted the fair value
recognition provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure, an amendment to FASB
Statement No. 123" ("SFAS No. 148"), and selected the prospective method of
transition and began recognizing compensation expense based on the fair value
method on newly granted stock awards. Under this method, compensation cost is
measured at the grant date based on the fair value of the award and is
recognized as expense over the vesting period of the grant. Pursuant to the
requirements of SFAS No. 123, as amended by SFAS No. 148, options granted prior
to January 1, 2002, continue to be accounted for under APB Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25"). Under APB No. 25, no
compensation expense is recognized when the exercise price is greater than or
equal to the market price of the underlying common stock on the date of grant.
51
Awards under the Corporation's stock compensation plans vest over periods
ranging from two to five years. Therefore, the expense related to stock option
compensation included in the determination of net income for 2003 and 2002 is
less than that which would have been recognized if the fair value method had
been applied to all awards since the original effective date of SFAS No. 123.
The net income and earnings per share implications if the fair value method had
been applied to all awards which vested during the three months ended March 31,
2003 and 2002 would have been as follows:
--------------------------------------------------------------------------------
Three Months Ended March 31, 2003 2002
--------------------------------------------------------------------------------
(In millions, except per share data)
Net income attributable to common stockholders' equity $ 818 $ 787
Add: Stock-based employee compensation expense included
in reported net income, net of related tax effects 27 13
Deduct: Total stock-based employee compensation expense
determined under the fair value method for all awards
vested during the period, net of related tax effects 35 47
--------------------------------------------------------------------------------
Pro forma net income attributable to common stockholders' equity $ 810 $ 753
Earnings per share:
Basic - as reported $0.71 $0.67
Basic - pro forma 0.71 0.64
Diluted - as reported 0.71 0.67
Diluted - pro forma 0.70 0.64
--------------------------------------------------------------------------------
Other disclosures related to stock options have not materially changed from
the disclosure provided in Note 19 "Stock-Based Compensation" of the
Corporation's 2002 Annual Report on pages 100-101.
Note 11-Financial Guarantees
In the normal course of business, the Corporation is a party to financial
instruments containing credit and/or market risks that are not required to be
reflected in the balance sheet. These financial instruments are primarily
credit-related instruments. The Corporation has risk management policies to
identify, monitor and limit exposure to credit, liquidity and market risks. To
mitigate credit risk for financial guarantees, the Corporation generally
determines the need for specific covenant, guarantee and collateral requirements
on a case-by-case basis, depending on the nature of the financial instrument and
the customer's creditworthiness.
The following is a summary of financial instruments that are considered
guarantees in accordance with FIN No. 45:
March 31, 2003 December 31, 2002
-------------------------------------------------
Contract Carrying Contract Carrying
(In billions) Amount Value(3) Amount Value(3)
-----------------------------------------------------------------------------------------------
Standby letters of credit and
foreign office guarantees(1)(2) $25.6 $0.3 $24.0 $0.2
Loans sold with recourse 4.0 -- 4.7 --
Swap guarantees 0.3 -- 0.2 --
Asset purchase agreements(4) 2.2 -- 2.5 --
-----------------------------------------------------------------------------------------------
(1) The contract amount of financial standby letters of credit and foreign
office guarantees and performance standby letters of credit and foreign
guarantees totaled $22.1 billion and $3.5 billion and $20.4 billion and
$3.6 billion at March 31, 2003 and December 31, 2002, respectively.
(2) Includes $8.0 billion and $7.1 billion at March 31, 2003 and December 31,
2002, respectively, participated to other institutions.
(3) The carrying value of financial guarantees includes amounts deferred and
recognized in income over the life of the contract and amounts for inherent
losses in accordance with FASB Statement No. 5, "Accounting for
Contingencies" ("SFAS No. 5"). These amounts are generally reported in
other liabilities except the SFAS No. 5 component related to standby
letters of credit that is reported in the allowance for credit losses.
(4) Certain asset purchase agreements entered into in conjunction with the
Corporation's asset-backed finance conduit program qualify as financial
guarantees under this new accounting guidance due to the specific structure
of certain of these agreements. For additional discussion of the asset
purchase agreements and the related off-balance sheet exposure, see page
36.
For a discussion of these types of agreements, see "Financial Guarantees"
in the Corporation's 2002 Annual Report on page 103.
52
The Corporation also sells put options that are considered a form of
financial guarantee when the counterparties that purchase the contracts actually
own the reference financial instrument (generally loans, commodities and
equities). A put option sold by the Corporation provides the counterparty the
right to sell (i.e., "put") the reference asset to the Corporation at a
pre-determined price.
The following table summarizes the Corporation inventory of sold put
options as of March 31, 2003, in which it is probable that the counterparty owns
the reference financial instrument:
Contract Carrying
(In millions) Amount Value
--------------------------------------------------------------------------------
Loans $2,834 $ 4
Commodities 388 (4)
Equities 64 (19)
--------------------------------------------------------------------------------
Note 12 - Collateral Policy Related to Certain Asset Transfer Activity
The maximum outstanding amount of securities under resale agreements at March
31, 2003 and 2002 was $11.0 billion and $8.1 billion, respectively. The average
outstanding amount of securities under resale agreements during the quarter
ended March 31, 2003 and 2002 was $7.9 billion and $6.7 billion, respectively.
Note 13-Contingent Liabilities
The Corporation and certain of its subsidiaries have been named as defendants in
various legal proceedings, including certain class actions, arising out of the
normal course of business or operations. In certain of these proceedings, which
are based on alleged violations of consumer protection, securities, banking,
insurance and other laws, rules or principles, substantial money damages are
asserted against the Corporation and its subsidiaries. Since the Corporation and
certain of its subsidiaries, which are regulated by one or more federal and
state regulatory authorities, are the subject of numerous examinations and
reviews by such authorities, the Corporation also is and will be, from time to
time, normally engaged in various disagreements with regulators, related
primarily to its financial services businesses. In addition the Corporation also
receives tax deficiency assessments from various taxing jurisdictions.
In view of the inherent difficulty of predicting the outcome of such
matters, the Corporation cannot state what the eventual outcome of pending
matters will be; however, based on current knowledge and after consultation with
counsel, management does not believe that liabilities arising from these
matters, if any, will have a material adverse effect on the consolidated
financial position or results of operations of the Corporation.
53
SELECTED STATISTICAL INFORMATION
Bank One Corporation and Subsidiaries
Average Balances/Net Interest Margin/Rates
March 31, 2003 December 31, 2002
-------------------------------------------------------------------------------------------------------
Three Months Ended Average Average Average Average
Dollars in millions) Balance Interest Rate Balance Interest Rate
-------------------------------------------------------------------------------------------------------
Assets
Short-term investments $ 17,672 $ 63 1.45% $ 15,338 $ 62 1.60%
Trading assets(1) 8,414 74 3.57 6,995 67 3.80
Investment securities:(1)
U.S. government and federal agency 29,030 280 3.91 28,549 338 4.70
States and political subdivisions 1,169 20 6.94 1,177 20 6.74
Other 34,851 482 5.61 34,350 521 6.02
-------------------------------------------------------------------------------------------------------
Total investment securities 65,050 782 4.88 64,076 879 5.44
Loans(1)(2) 146,419 2,315 6.41 150,531 2,477 6.53
-------------------------------------------------------------------------------------------------------
Total earning assets 237,555 3,234 5.52 236,940 3,485 5.84
Allowance for credit losses (4,558) (4,566)
Other assets - nonearning 38,892 37,888
-------------------------------------------------------------------------------------------------------
Total assets $271,889 $270,262
Liabilities and Stockholders' Equity
Interest-bearing deposits:(3)
Savings $ 9,662 $ 14 0.59% $ 10,076 $ 20 0.79%
Money market 60,886 175 1.17 58,003 204 1.40
Time 29,401 307 4.23 31,483 342 4.31
Foreign offices(4) 14,513 61 1.70 14,776 66 1.77
-------------------------------------------------------------------------------------------------------
Total deposits - interest-bearing 114,462 557 1.97 114,338 632 2.19
Federal funds purchased and securities
under repurchase agreements 16,866 62 1.49 14,950 63 1.67
Other short-term borrowings 12,433 87 2.84 12,270 90 2.91
Long-term debt(5) 44,630 499 4.53 43,180 508 4.67
-------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities 188,391 1,205 2.59 184,738 1,293 2.78
-------------------------------------------------------------------------------------------------------
Noninterest-bearing deposits 46,397 48,521
Other liabilities 14,480 14,760
Preferred stock -- --
Common stockholders' equity 22,621 22,243
-------------------------------------------------------------------------------------------------------
Total liabilities and equity $271,889 $270,262
Interest income/earning assets $3,234 5.52 $3,485 5.84
Interest expense/earning assets 1,205 2.06 1,293 2.17
-------------------------------------------------------------------------------------------------------
Net interest income/margin $2,029 3.46% $2,192 3.67%
-------------------------------------------------------------------------------------------------------
(1) Includes tax-equivalent adjustments based on federal income tax rate of
35%.
(2) Nonperforming loans are included in average balances used to determine
average rate.
(3) On a consolidated basis, demand deposit balances are routinely swept
overnight into money market deposits. On a line of business basis, balances
are presented without the impact of sweeps. Certain prior period data has
been adjusted to conform with current period presentation.
(4) Includes international banking facilities' deposit balances in domestic
offices and balances of Edge Act and oversees offices.
(5) Includes trust preferred capital securities.
54
SELECTED STATISTICAL INFORMATION
Bank One Corporation and Subsidiaries
Average Balances/Net Interest Margin/Rates
September 30, 2002 June 30, 2002 March 31, 2002
---------------------------------------------------------------------------------------------
Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
---------------------------------------------------------------------------------------------
$ 9,484 $ 49 2.05% $ 10,300 $ 49 1.91% $ 12,560 $ 58 1.87%
6,426 66 4.07 6,941 65 3.76 6,239 60 3.90
30,331 401 5.25 26,655 364 5.48 25,883 352 5.52
1,171 21 7.11 1,178 22 7.49 1,287 23 7.25
35,230 558 6.28 31,257 484 6.21 30,904 501 6.57
---------------------------------------------------------------------------------------------
66,732 980 5.83 59,090 870 5.91 58,074 876 6.12
148,152 2,478 6.64 149,674 2,463 6.60 154,942 2,581 6.76
---------------------------------------------------------------------------------------------
230,794 3,573 6.14 226,005 3,447 6.12 231,815 3,575 6.52
(4,533) (4,521) (4,563)
36,277 34,383 36,102
---------------------------------------------------------------------------------------------
$262,538 $255,867 $263,354
$ 9,953 $ 17 0.68% $ 10,997 $ 23 0.84% $ 12,731 $ 25 0.80%
54,537 201 1.46 55,818 188 1.35 58,026 186 1.30
33,340 374 4.45 35,529 414 4.67 37,387 445 4.83
14,634 75 2.03 14,293 71 1.99 14,064 68 1.96
---------------------------------------------------------------------------------------------
112,464 667 2.35 116,637 696 2.39 122,208 724 2.40
15,115 73 1.92 15,188 73 1.93 14,531 62 1.73
9,802 77 3.12 6,031 55 3.66 7,376 40 2.20
43,229 521 4.78 43,870 545 4.98 43,022 514 4.85
---------------------------------------------------------------------------------------------
180,610 1,338 2.94 181,726 1,369 3.02 187,137 1,340 2.90
---------------------------------------------------------------------------------------------
45,201 38,994 41,526
14,646 13,557 13,828
-- -- --
22,081 21,590 20,863
---------------------------------------------------------------------------------------------
$262,538 $255,867 $263,354
$3,573 6.14 $3,447 6.12 $3,575 6.25
1,338 2.30 1,369 2.43 1,340 2.34
---------------------------------------------------------------------------------------------
$2,235 3.84% $2,078 3.69% $2,235 3.91%
---------------------------------------------------------------------------------------------
For footnote detail see page 54
55
REPORT OF MANAGEMENT
Management of Bank One Corporation and its subsidiaries (the "Corporation")
is responsible for the preparation, integrity and fair presentation of its
published financial reports. These reports include consolidated financial
statements that have been prepared in accordance with accounting principles
generally accepted in the United States of America, using management's best
judgment and all information available.
The condensed consolidated financial statements of the Corporation have
been reviewed by KPMG LLP, independent public accountants. Their accompanying
report is based upon a review conducted in accordance with standards established
by the American Institute of Certified Public Accountants, including the related
review of internal accounting controls and financial reporting matters. The
Audit and Risk Management Committee of the Board of Directors, which consists
solely of outside directors, meets at least quarterly with the independent
auditors, Corporate Audit and representatives of management to discuss, among
other things, accounting and financial reporting matters.
Management of the Corporation is responsible for establishing and
maintaining disclosure controls and procedures to ensure that information
required to be disclosed in reports filed or submitted under the Securities
Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
In addition to disclosure controls and procedures, management of the Corporation
is responsible for establishing and maintaining an effective internal control
structure, which provides reasonable, but not absolute, assurance of the
safeguarding of assets against unauthorized acquisition, use or disposition. The
Corporation maintains systems of controls that it believes are reasonably
designed to provide management with timely and accurate information about the
operations of the Corporation. This process is supported by an internal audit
function along with the ongoing appraisal of controls by the Audit and Risk
Management Committee. Both the Corporation's independent auditors and the
internal audit function directly provide reports on significant matters to the
Audit and Risk Management Committee. The Corporation's independent auditors, the
internal audit function and the Audit and Risk Management Committee have free
access to each other. Disclosure controls and procedures, internal controls,
systems and corporate-wide processes and procedures are continually evaluated
and enhanced.
Management of the Corporation evaluated its disclosure controls and
procedures as of March 31, 2003. Based on this evaluation, the Principal
Executive Officer and Principal Financial Officer each concludes that as of
March 31, 2003, the Corporation maintained effective disclosure controls and
procedures in all material respects, including those to ensure that information
required to be disclosed in reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Commission's rules and forms, and is accumulated and communicated to
management, including the Principal Executive Officer and the Principal
Financial Officer, as appropriate to allow for timely decisions regarding
required disclosure. There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to our most recent evaluation.
The Corporation is dedicated to maintaining a culture that reflects the
highest standards of integrity and ethical conduct when engaging in its business
activities. Management of the Corporation is responsible for compliance with
various federal and state laws and regulations, and the Corporation has
established procedures that are designed to ensure that management's policies
relating to conduct, ethics and business practices are followed on a uniform
basis.
BANK ONE CORPORATION
May 8, 2003
/s/ James Dimon
------------------------------
James Dimon
Principal Executive Officer
/s/ Heidi Miller
------------------------------
Heidi Miller
Principal Financial Officer
56
REVIEW REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Bank One Corporation:
We have reviewed the accompanying condensed consolidated balance sheets of
Bank One Corporation and its subsidiaries (the "Corporation") as of March 31,
2003 and 2002, and the related condensed consolidated statements of income,
stockholders' equity and cash flows for the three-month periods ended March 31,
2003 and 2002. These condensed consolidated financial statements are the
responsibility of the Corporation's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with accounting principles generally accepted
in the United States of America.
Chicago, Illinois
May 8, 2003
/s/ KPMG LLP
------------------------------
KPMG LLP
57
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission file number 001-15323
BANK ONE CORPORATION
--------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
DELAWARE 31-0738296
--------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 BANK ONE PLAZA CHICAGO, ILLINOIS 60670
--------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
312-732-4000
--------------------------------------------------------------------------
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of April 30, 2003.
Class Number of Shares Outstanding
---------------------------- ----------------------------
Common Stock $0.01 par value 1,142,358,879
58
Form 10-Q Cross-Reference Index
PART I-FINANCIAL INFORMATION
----------------------------
Page
----
ITEM 1. Financial Statements
----------------------------
Consolidated Balance Sheets-
March 31, 2003 and 2002, and December 31, 2002 41
Consolidated Income Statements-
Three months ended March 31, 2003 and 2002 42
Consolidated Statements of Stockholders' Equity-
Three months ended March 31, 2003 and 2002 43
Consolidated Statements of Cash Flows-
Three months ended March 31, 2003 and 2002 44
Notes to Consolidated Financial Statements 45
Selected Statistical Information 54
ITEM 2. Management's Discussion and Analysis of Financial
---------------------------------------------------------
Condition and Results of Operations 3-40
-----------------------------------
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 21-22
------------------------------------------------------------------
ITEM 4. Controls and Procedures 56
-------------------------------
PART II-OTHER INFORMATION
-------------------------
ITEM 1. Legal Proceedings 60
-------------------------
ITEM 2. Changes in Securities and Use of Proceeds 60
-------------------------------------------------
ITEM 3. Defaults Upon Senior Securities 60
---------------------------------------
ITEM 4. Submission of Matters to a Vote of Security Holders 60
-----------------------------------------------------------
ITEM 5. Other Information 60
-------------------------
ITEM 6. Exhibits and Reports on Form 8-K 60
----------------------------------------
Signatures 61
59
PART II-OTHER INFORMATION
-------------------------
ITEM 1. Legal Proceedings
-------------------------
None
ITEM 2. Changes in Securities and Use of Proceeds
-------------------------------------------------
None
ITEM 3. Defaults Upon Senior Securities
---------------------------------------
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
None
ITEM 5. Other Information
-------------------------
None
ITEM 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) Exhibit 12-Statement regarding computation of ratios.
Exhibit 15- Letter of independent public accountants regarding
unaudited interim financial information.
Exhibit 99 (a)-Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 99 (b)- Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) The Registrant filed the following Current Reports on Form 8-K during
the quarter ended March 31, 2003.
Date Item Reported
---- -------------
January 16, 2003 Registrant's January 16, 2003 news release announcing its
2002 fourth quarter earnings.
60
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.
BANK ONE CORPORATION
Date May 8, 2003 /s/ James Dimon
----------------- ---------------------------------
James Dimon
Principal Executive Officer
Date May 8, 2003 /s/ Heidi Miller
----------------- ---------------------------------
Heidi Miller
Principal Financial Officer
Date May 8, 2003 /s/ Melissa J. Moore
----------------- ---------------------------------
Melissa J. Moore
Principal Accounting Officer
61
CERTIFICATIONS
I, James Dimon, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Bank One Corporation;
2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 8, 2003 /s/ James Dimon
---------------------------------
James Dimon
Principal Executive Officer
62
I, Heidi Miller, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Bank One Corporation;
2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 8, 2003 /s/ Heidi Miller
---------------------------------
Heidi Miller
Principal Financial Officer
63
BANK ONE CORPORATION
EXHIBIT INDEX
-------------
Exhibit Number Description of Exhibit
-------------- ----------------------
12 Statement regarding computation of ratios.
15 Letter of independent public accountants regarding unaudited
interim financial information.
99(a) - Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99(b) - Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
64