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Exhibit 99.9
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On April 10, 1998, BANC ONE CORPORATION ("BANC ONE"), First Chicago NBD
("FCN") and Hornet Reorganization Corporation ("Newco") entered into an
Agreement and Plan of Reorganization (the "Agreement") pursuant to which BANC
ONE and FCN will be merged seriatim with and into Newco as the surviving
corporation in each case (such mergers together, the "Merger"). Common
shareholders of FCN will receive 1.62 shares of Newco common stock for each
share of FCN and common shareholders of BANC ONE will receive one share of Newco
common stock for each share of BANC ONE. The Merger will be accounted for as a
pooling of interests and pending regulatory and shareholder approval is expected
to be completed during the fourth quarter of 1998.
The following unaudited pro forma condensed combined financial
information and explanatory notes are presented to show the impact on the
historical financial position and results of operations of BANC ONE of the
Merger under the "pooling of interests" method of accounting. The unaudited pro
forma condensed combined financial information combines the historical financial
information of BANC ONE and FCN for the three month periods ended March 31, 1998
and 1997, respectively.
The pro forma condensed combined financial information for each of the
three months ended March 31, 1998 is based on and derived from, and should be
read in conjunction with, (a) the historical consolidated financial statements
and the related notes thereto of BANC ONE, which are incorporated by reference
herein, and (b) the historical consolidated financial statements and the related
notes thereto of FCN, which are incorporated by reference herein.
The pro forma financial information does not give effect to BANC ONE's
pending acquisition of First Commerce Corporation as the acquisition is not
material to BANC ONE.
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BANC ONE CORPORATION & SUBSIDIARIES
(CONSOLIDATED) PRO FORMA CONDENSED COMBINED BALANCE SHEET AS
OF MARCH 31, 1998 (UNAUDITED)
(IN MILLIONS)
The following unaudited pro forma condensed combined balance sheet as of March
31, 1998 is presented to show the impact on BANC ONE's historical financial
condition of the proposed Merger with FCN. The Merger has been reflected under
the "pooling of interests" method of accounting.
PROFORMA
BANC ONE FCN ADJUSTMENTS COMBINED
--------- --------- --------- ---------
ASSETS
Total cash and due from banks $ 6,880 $ 7,907 $ 14,787
Short-term investments 1,275 12,898 14,173
Trading assets 1,397 3,841 5,238
Investment securities 17,500 11,594 29,094
Loans and leases (net of unearned income and
allowance for credit losses) 81,035 68,182 149,217
Other assets 8,234 10,382 18,616
--------- --------- --------- ---------
Total assets $ 116,321 $ 114,804 $ 231,125
========= ========= ========= =========
LIABILITIES
Deposits:
Non-interest bearing $ 18,880 $ 20,007 $ 38,887
Interest bearing 59,036 48,163 107,199
--------- --------- --------- ---------
Total deposits 77,916 68,170 146,086
Short-term borrowings 12,885 20,634 33,519
Long-term borrowings 11,591 10,294 21,885
Other liabilities 3,463 7,700 $ 837 12,000
--------- --------- --------- ---------
TOTAL LIABILITIES 105,855 106,798 837 213,490
--------- --------- --------- ---------
STOCKHOLDERS' EQUITY
Preferred stock 100 190 290
Common stock 3,237 320 2,006 5,563
Capital in excess of aggregrate stated value 6,690 1,960 (4,108) 4,542
Retained earnings 510 7,699 (837) 7,372
Other shareholders' equity 124 (61) 63
Less: Treasury stock (195) (2,102) 2,102 (195)
--------- --------- --------- ---------
Total stockholders' equity 10,466 8,006 (837) 17,635
--------- --------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 116,321 $ 114,804 $ 0 $ 231,125
========= ========= ========= =========
See accompanying notes to the pro forma financial information.
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BANC ONE CORPORATION & SUBSIDIARIES (CONSOLIDATED)
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED) (IN
MILLIONS, EXCEPT PER SHARE DATA)
The following unaudited pro forma condensed combined statements of income are
presented to show the impact on BANC ONE's historical results of operations of
the proposed Merger with FCN. Such statements assume that the companies had been
combined for each period presented.
PROFORMA
BANC ONE FCN COMBINED
------------ ------------ ------------
INTEREST INCOME
Loans and leases $2,028 $1,460 $3,488
Securities, including trading 263 214 477
Other interest income 10 190 200
------------ ------------ ------------
Total 2,301 1,864 4,165
INTEREST EXPENSE
Deposits 630 558 1,188
Borrowings 350 445 795
------------ ------------ ------------
Total 980 1,003 1,983
NET INTEREST INCOME 1,321 861 2,182
Provision for credit losses 203 179 382
------------ ------------ ------------
Net interest income after provision for credit loss 1,118 682 1,800
NONINTEREST INCOME
Credit card revenue 492 234 726
Deposit fees 184 108 292
Other noninterest income 461 397 858
------------ ------------ ------------
Total 1,137 739 1,876
NONINTEREST EXPENSE
Salaries and employee benefits 634 440 1,074
Other operating expense 859 408 1,267
------------ ------------ ------------
Total 1,493 848 2,341
INCOME BEFORE INCOME TAXES 762 573 1,335
Income taxes 244 190 434
------------ ------------ ------------
NET INCOME $518 $383 $901
============ ============ ============
NET INCOME PER COMMON SHARE
Basic $0.80 $1.32 $0.81
Diluted 0.79 1.30 0.79
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 643.1 288.1 1,109.9
Diluted 655.5 293.0 1,130.2
See accompanying notes to the pro forma financial information.
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BANC ONE CORPORATION & SUBSIDIARIES (CONSOLIDATED)
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA)
PROFORMA
BANC ONE FCN COMBINED
------------ ------------ ------------
INTEREST INCOME
Loans and leases $2,014 $1,401 $3,415
Securities, including trading 299 172 471
Other interest income 11 161 172
------------ ------------ ------------
Total 2,324 1,734 4,058
INTEREST EXPENSE
Deposits 623 499 1,122
Borrowings 343 359 702
------------ ------------ ------------
Total 966 858 1,824
NET INTEREST INCOME 1,358 876 2,234
Provision for credit losses 272 187 459
------------ ------------ ------------
Net interest income after provision for credit losses 1,086 689 1,775
NONINTEREST INCOME
Credit card revenue 288 234 522
Deposit fees 166 109 275
Other noninterest income 353 336 689
------------ ------------ ------------
Total 807 679 1,486
NONINTEREST EXPENSE
Salaries and employee benefits 568 425 993
Other operating expense 741 375 1,116
------------ ------------ ------------
Total 1,309 800 2,109
INCOME BEFORE INCOME TAXES 584 568 1,152
Income taxes 202 188 390
------------ ------------ ------------
NET INCOME $382 $380 $762
============ ============ ============
NET INCOME PER COMMON SHARE
Basic $0.60 $1.19 $0.66
Diluted 0.58 1.17 0.64
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 622.6 312.1 1,128.2
Diluted 655.6 320.8 1,175.3
See accompanying notes to the pro forma financial information.
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BANC ONE CORPORATION
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
NOTE 1. BASIS OF PRESENTATION
The pro forma condensed combined financial information reflects the
Merger using the pooling of interests method of accounting. The pro forma
information presented is not necessarily indicative of the results of operations
or the combined financial position that would have resulted had the Merger been
consummated at the beginning of the periods indicated, nor is it necessarily
indicative of the results of operations in future periods or the future
financial position of the combined entities. It is anticipated that the Merger
will be consummated in the fourth quarter of 1998, subject to shareholder and
regulatory approval.
Certain reclassifications have been included in the unaudited pro forma
condensed combined balance sheet and statements of income to conform statement
presentations.
NOTE 2. ACCOUNTING POLICIES
The accounting policies of both companies are in the process of being
reviewed. As a result of this review, certain conforming accounting adjustments
may be necessary. The nature and extent of such adjustments have not been
determined and are not expected to be significant.
NOTE 3. MERGER-RELATED EFFECTS
Management estimates that the restructuring charge for costs related to
or resulting from the Merger will be approximately $1.25 billion. The pro forma
condensed combined income statement does not reflect the impact of this charge
due to its nonrecurring nature.
The pro forma condensed combined financial information does not reflect
any benefit from potential cost savings and revenue enhancements in connection
with the Merger.
NOTE 4. PRO FORMA ADJUSTMENTS
The following pro forma adjustments have been reflected in the pro
forma condensed combined financial information:
a) Common stock and capital in excess of aggregate stated value
were adjusted by $2,006 million to reflect the Merger
accounted for as a pooling of interests through the exchange
of 465.2 million shares of BANC ONE common stock for 287.2
million shares of FCN common stock using an exchange rate of
1.62.
b) Treasury stock and capital in excess of aggregate stated value
were adjusted by $2,102 million to reflect the retirement of
FCN treasury stock.
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c) Other liabilities and retained earnings were adjusted by $1.25
billion to reflect the recording of the merger-related charge.
d) Other liabilities and retained earnings were adjusted by $413
million to reflect the tax benefit associated with the merger
related charge.
NOTE 5. ADDITIONAL TRANSACTION
The pro forma condensed combined financial information does not give
effect to BANC ONE's pending acquisition of First Commerce Corporation as the
acquisition is not material to BANC ONE.