Bank One Corporation
1 Bank One Plaza
Chicago, IL 60670

News Release

For Immediate Release

BANK ONE REPORTS THIRD QUARTER NET INCOME
OF $0.79 PER SHARE, UP 12.9% FROM $0.70

•  STRONG GROWTH IN RETAIL

•  SIGNIFICANT IMPROVEMENT IN COMMERCIAL CREDIT QUALITY

•  CAPITAL MARKETS REVENUES UP 52%

•  ASSETS UNDER MANAGEMENT REACHED RECORD LEVEL OF $176 BILLION

•  ZURICH LIFE ACQUISITION CLOSES

CHICAGO, October 21, 2003 – Bank One Corporation (NYSE: ONE) today announced 2003 third quarter net income of $883 million, or $0.79 per diluted share, compared to $823 million, or $0.70 per diluted share.

“We experienced momentum in many of our businesses, as evidenced by the continued growth in new accounts, deposits, and loan production in Retail, balance and charge volume growth in Card, and positive net flows in Investment Management,” said James Dimon, Chairman and Chief Executive Officer.

“We are extremely pleased with the overall performance in corporate banking. Even though balances were down from last quarter, mostly due to lower utilization that was common throughout the industry, investment grade commitments were up. The dramatic improvement in credit performance and the continued strength in non-lending revenue have driven solid returns in this business,” Dimon said.

“Middle market loan balances declined as a result of lower utilization and our tightened credit standards. While credit remains a priority, we are focused on re-igniting growth in the business. We expect the changes we announced recently to address this issue,” Dimon said.

“We are already seeing positive results from the Zurich Life acquisition, which was completed earlier than anticipated. The Zurich addition and the planned fourth quarter purchase of Security Capital will fill important product gaps and complement our existing asset management capabilities. We also expect to close the sale of the corporate trust business in the fourth quarter.”

- 1 -

Highlights in the third quarter include the following:

•	Significant Items:

•

Third quarter results included several significant items that resulted in a minimal net impact to the Company’s earnings.

($ millions)	Pretax			After-tax
Net gain on Corporate investment activity	$	37		$	24
Commercial Banking allowance release		150			95
Losses related to termination of debt		(162	)		(103	)

Net impact to earnings	$	25		$	16

•	Retail experienced another successful quarter with continued growth in net transaction accounts, core deposits, and home equity loan production and balances. Net income was $392 million, up $31 million, or 9%.

•

Retail grew net transaction accounts by nearly 150 thousand, its highest quarterly growth in at least several years. This was driven by improvements in both the account acquisition and attrition rates. During the last 12 months, checking accounts have increased 362 thousand.

•

Average core deposits increased $5.8 billion, or 9%, to $70 billion from the prior year.

•

Home equity loan production was $4.7 billion, up 24% from the prior year. This growth led to a 37%increase in average home equity balances to $24.5 billion.

•

Over the past 12 months, branch hours were expanded on average 10 hours per week, 39 new banking centers were opened, 228 ATMs were added to the network, and the salesforce was increased, adding 548 relationship bankers and 74 investment sales representatives.

•

Investment sales volume increased 18% from the prior year, driven by strong annuity and mutual fund sales.

•	Commercial Banking’s performance continued to be driven by improvements in credit quality and strong capital markets revenues. Net income was $361 million, up $182 million.

•

Corporate banking end-of-period loan balances were down $3.8 billion, or 12%, partially due to lower utilization. Offsetting this decline was dramatic credit quality improvement and significant growth in non-lending revenues, primarily capital markets, which increased 52% to $234 million. The net charge-off ratio declined to 0.81%, from 2.03%, and nonperforming loans decreased 48% to $526 million. As a result of this improvement, $150 million of corporate banking loan loss reserves were released.

•

Middle market end-of-period loan balances declined $4.7 billion, or 15%, as a result of lower utilization and tightened credit. Credit showed significant improvement as net charge-offs totaled $43 million, a 44% decline, and the charge-off ratio was 0.62%, as compared to 0.96%. Nonperforming loans declined 16% to $861 million.

•

Card Services’ net income was $285 million, down 4% from the prior year, as margin compression and a higher provision for credit losses offset the benefits of higher loan and charge volumes. Compared to the prior quarter, net income increased $6 million, or 2%, as margin improvements and higher charge volumes were partially offset by a higher provision

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for credit losses. Margin as a percentage of average outstandings increased 40 basis points over the prior quarter to 8.57%, reversing the downward trend of the previous quarters. Provision increased as a result of higher net charge-offs and a modest increase in reserves.

•

Managed average loan balances increased $6.1 billion, or 9%, over the prior year and modestly over the prior quarter. Charge volume increased $3.3 billion, or 8%, over the prior year, and $2.3 billion, or 6%, over the prior quarter.

•

The focus on developing alliances continued as new co-brand and affinity partnerships were formed, including Trump Hotel and Casino Resorts and FedEx, and existing alliances were renewed, including AARP and Bell South.

•

Continuing to solidify its position as the leading co-brand issuer, the Company partnered with Starbucks to launch the Starbucks Card Duetto Visa, which blends credit card functionality with the re-loadable Starbucks Card.

•

Net accounts opened totaled 895 thousand.

•

Credit ratios remained strong despite the increase of the managed net charge-off rate to 5.30%, from the lower rate of 5.00% in the prior year. Losses were up slightly from the previous quarter, due primarily to lower recoveries. The 30-day managed delinquency ratio decreased to 3.98% from 4.05%.

•	Investment Management continued to achieve positive net flows of client assets. Net income was $91 million, a 15% increase over the prior year and a 20% increase over the prior quarter.

•

On September 3, the Company completed the acquisition of Zurich Life. The acquisition was positively received by the rating agencies. Moody’s upgraded the ratings from A3 to A2 for all three of the Zurich underwriting entities, S&P affirmed the A+ ratings, and A.M. Best maintained the A ratings with developing implications.

•

Total assets under management were a record $175.5 billion, an 18% increase. Excluding the impact of the Zurich acquisition, net inflows of long-term assets were $6.1 billion in the current quarter and $12.2 billion during the last four quarters.

•

The Company announced an agreement to purchase Security Capital Research & Management Incorporated, a recognized expert in developing and providing real estate investment products, with approximately $3.5 billion in assets under management. The acquisition is expected to close in the fourth quarter.

•

On September 3, the New York Attorney General simultaneously filed and settled a complaint against a hedge fund alleging that the hedge fund had engaged in improper trading practices with certain mutual funds, including the One Group Funds. The Company is cooperating fully with the Attorney General, the Securities and Exchange Commission and other regulators in connection with inquiries into these practices, and is reviewing its mutual fund practices. To date, the Company has found no systemic problems. The Company continues to work towards assessing any financial impact to One Group investors from such practices and will make full restitution to One Group investors harmed as a result of improper conduct by any Bank One employee.

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LINE OF BUSINESS DISCUSSION

All comparisons are to the applicable period in the prior year unless otherwise specified.

Reported Net Income (Loss) by Line of Business

	3Q03			2Q03			3Q02			% change
	3Q03			2Q03			3Q02			2Q03		3Q02
($ millions)
Retail	$	392		$	373		$	361		5	%	9	%
Commercial Banking		361			249			179		45		NM
Card Services		285			279			298		2		(4	)
Investment Management⁽¹⁾		91			76			79		20		15
Corporate⁽¹⁾		(246	)		(121	)		(94	)	NM		NM

Total Corporation	$	883		$	856		$	823		3	%	7	%

(1)

For all periods presented, Corporate includes the discontinued corporate trust business transferred during the third quarter from the Investment Management group. See Corporate discussion for more details.

RETAIL

Retail net income was $392 million, up $31 million, or 9%, from the prior year, and $19 million, or 5%, from the prior quarter.

Total revenue increased $92 million, or 6%, to $1.6 billion. Net interest income was $1.1 billion, up $35 million, or 3%, primarily from growth in home equity loans and core deposits, partially offset by spread compression and lower time deposits.

Noninterest income was $493 million, up $57 million, or 13%, driven by higher mortgage-related revenue, deposit service charges, and investment sales. Partially offsetting these increases were the impact of the Visa debit card interchange rate settlement and the elimination of the teller service and online bill-pay fees.

Noninterest expense was $839 million, up 3%, or $23 million, primarily due to increased marketing spend and volume-based commissions, as well as branch expansion costs, partially offset by improved efficiencies in operating expenses. Even with continued investment in Retail, noninterest expenses were essentially flat over the prior quarter.

The provision for credit losses was $139 million, up 22%, or $25 million, driven primarily by continued growth in the loan portfolios. As a percentage of average loans, net charge-offs were 1.05%, up from 0.95%, primarily due to the sale of a small non-relationship portfolio.

The allowance for credit losses of $683 million represented 1.29% of period-end loans. Nonperforming assets were $690 million, down 9% from the prior year and 12% from the prior quarter, driven by a decrease in other real estate owned.

COMMERCIAL BANKING

Commercial Banking net income increased $182 million to $361 million. Excluding the $95 million after-tax reduction in the allowance for credit losses, net income was $266 million, up

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49% from $179 million, driven by substantially improved credit quality and significant growth in capital markets. These improvements were partially offset by declining loan volumes and deposit margin compression.

Net interest income decreased 5% to $576 million, reflecting a 13% reduction in average loan volume and compression in deposit spreads in the low interest rate environment. These decreases were partially offset by improvement in loan spreads, particularly in corporate banking. Loan balances continued to decline, reflecting decreased demand for financing. Despite declines in corporate banking loan balances, investment grade commitments increased in the current quarter. Middle market loan demand, however, lagged due to lower utilization and tightened credit standards.

Noninterest income was $461 million, which included the $51 million negative impact of the credit derivatives hedge portfolio and the offsetting positive impact of $51 million from the sale of loans and securities primarily acquired in satisfaction of debt. Noninterest income of $437 million in the prior year included a $101 million positive impact from the credit derivatives hedge portfolio and a $23 million loss on the sale of loans and securities acquired in satisfaction of debt. Excluding these items, the dramatic improvement year-over-year was $102 million, or 28%, driven by strong capital markets results, including greater derivatives trading revenue and higher asset-backed, syndication and fixed income origination fees.

Continued expense management efforts held noninterest expense relatively flat at $582 million despite increased expenses related to stock options and employee benefits.

Credit quality continued to improve, as indicated by a $138 million, or 58%, decline in net charge-offs. Compared to the prior quarter, net charge-offs declined $6 million, or 6%, as gross charge-offs in corporate banking improved and middle market recoveries were lower than in the prior quarter.

	Corporate Banking									Middle Market
($ millions)	3Q03			2Q03			3Q02			3Q03			2Q03			3Q02

Net charge-offs	$	56		$	63		$	160		$	43		$	42		$	77

Net charge-off ratio		0.81	%		0.86	%		2.03	%		0.62	%		0.58	%		0.96	%

Nonperforming loans	$	526		$	705		$	1,010		$	861		$	988		$	1,030

The reduced size of the loan portfolio and the continued improvement in credit quality led to a $150 million reduction in the allowance for loan losses. Nonperforming loans declined 32% to $1.4 billion, reflecting declines of 48% in corporate banking and 16% in middle market banking. Compared to the prior quarter, nonperforming loans decreased 25% in corporate banking and 13% in middle market banking.

CARD SERVICES

Reported Basis

Card Services net income was $285 million, down 4% from the prior year, as continued margin

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compression and the higher provision for credit losses offset the benefit of higher loan volume. Net income increased $6 million, or 2%, from the prior quarter as margin improvements were partially offset by the higher provision for credit losses.

Total revenue increased 4% to $1.3 billion. Net interest income increased 15% to $414 million, reflecting higher owned loan balances, partially offset by modest margin compression. Average owned loan balances were $16.4 billion, an increase of $5.9 billion, or 56%, due to a lower percentage of seller’s interest and accrued interest receivable to managed loans in the current period. End-of-period owned loans increased $2.3 billion, or 19%, from the prior year. Noninterest income remained relatively flat at $888 million, primarily driven by higher securitized and owned loans offset by lower margin earned on securitized loans.

Compared to the prior quarter, total revenue increased $102 million, or 9%, as margin stabilized. Net interest income increased $82 million, or 25%, reflecting higher owned loan balances and higher spread. Noninterest income increased 2%, primarily resulting from higher income earned on securitized loans partially offset by lower securitization activity and a modest gain from portfolio sales in the prior quarter.

Paymentech Inc., the Company’s merchant card processor, reported an increase in total revenue of 18% to $148 million, resulting from a 33% increase in total transactions and a 28% increase in bank card volume, driven primarily by the purchase of the Scotia Bank merchant acquirer business in the fourth quarter 2002.

Noninterest expense was $593 million, a decline of 4%, due to reduced marketing expenses partially offset by higher Paymentech expenses. Marketing expenses increased, however, from the prior quarter, contributing to the 5% increase in noninterest expense over the prior quarter.

Provision for credit losses was $246 million, an increase of $98 million, or 66%, which included the $35 million increase in the allowance for credit losses. The net charge-off ratio was 5.13%, up from 4.99%. In the prior quarter, provision for credit losses was $182 million and the net charge-off ratio was 5.17%. The 30-day delinquency ratio increased to 3.82% from 2.74% in the prior year and 3.22% in the prior quarter.

The Company believes that it is more meaningful to discuss credit performance on a managed basis as the on-balance sheet portfolio has a greater percentage of new originations and, therefore, is less seasoned. See the Managed Basis section below for this information.

Managed Basis

Card Services net income was $285 million, down 4% from the prior year, as margin compression and the higher provision for credit losses offset the benefits of higher loan volume. Net income increased $6 million, or 2%, from the prior quarter as margin improvements were partially offset by the higher provision for credit losses.

Total revenue increased 5% to $2.1 billion. Net interest income increased 5% to $1.6 billion, reflecting the effect of higher average loan balances, partially offset by modest margin compression. Average managed loans were $74.3 billion, an increase of $6.1 billion, or 9%. End-of-period loans increased $5.1 billion, or 7%, from the prior year. Noninterest income

- 6 -

increased 5% to $470 million, primarily resulting from the benefit of increased charge volume. Charge volume increased 8% to $42.8 billion.

Compared to the prior quarter, total revenue increased 5% as margin improved by 40 basis points. Net interest income increased 8%, primarily resulting from higher average loan balances and higher spread. Charge volume increased $2.3 billion or 6%. Noninterest income decreased 2% as lower securitization activity and higher rewards expense offset the benefit of increased charge volume. In addition, the prior quarter included a gain from a portfolio sale.

Provision for credit losses increased $149 million, or 17%, to $1.0 billion, primarily driven by higher managed loan balances, higher non-bankruptcy losses and a $35 million increase in the allowance for credit losses. Credit ratios remained strong despite the increase in the managed net charge-off rate to 5.30% from the lower rate of 5.00% in the prior year. Compared to the prior quarter, provision for credit losses increased by $68 million, or 7%, due in part to slightly lower recoveries and an increase in the allowance for credit losses. The net charge-off ratio in the prior quarter was 5.21%. The 30-day delinquency ratio, however, decreased to 3.98% from 4.05% in the prior year but increased from 3.95% in the prior quarter.

INVESTMENT MANAGEMENT

Investment Management net income totaled $91 million, an increase of $12 million, or 15%, driven by the acquisition of Zurich Life, strong asset growth, and an improved market. Since Zurich closed on September 3, only one month of earnings is included.

Assets under management increased $27 billion, or 18%, to $175.5 billion. Money market, equity, and fixed income assets increased 3%, 19%, and 39%, respectively. A significant portion of the increase was driven by the institutional and external channels, which collectively increased $24 billion, or 31%. The Zurich acquisition represented $5.4 billion of the fixed income and institutional increases. One Group mutual fund assets increased $9 billion, or 10%, to $100.6 billion.

Net interest income increased $26 million, or 29%, to $115 million, primarily attributable to Zurich. Additionally, continued strong average deposit growth of $2.3 billion, or 27%, tempered by compressed margins, contributed to the increase.

Noninterest income increased $33 million, or 15%, to $257 million, primarily driven by the acquisition of Zurich. In addition, positive overall net fund flows, improved market conditions, and a more favorable mix toward long-term assets under management contributed to the increase.

- 7 -

Noninterest expense increased $40 million, or 22%, to $224 million, due also to Zurich. Additionally, slightly higher compensation costs and higher legal costs contributed to the overall increase.

The provision for credit losses was $4 million, an increase of $2 million, reflecting the deterioration in the credit quality of certain large loans.

CORPORATE

Corporate net loss totaled $246 million, compared with a net loss of $94 million. Corporate includes treasury activities, investment portfolios, other unallocated corporate expenses, the non-core portfolios, and the corporate trust business transferred from the Investment Management line of business and reflected as discontinued operations.

Corporate Excluding Non-core Portfolios and Discontinued Operations

In addition to the earnings impact of the non-core portfolios and the discontinued operations, which are described below, Corporate net loss for the third quarter included the following pre-tax components (in millions):

•	Treasury net interest expense	$(85	)
•	Net gain on Corporate investment activity	37
•	Losses related to termination of debt	(162	)
•	Corporate unallocated expenses	(146	)

Treasury net interest expense was $85 million, an increase of $124 million over the prior year and a increase of $9 million from the prior quarter. In 2002, the Company extended liability duration and repositioned the treasury investment portfolio in order to position the balance sheet more defensively for rising interest rates.

Net securities gains were $37 million, as a result of both net gains in principal investments and net losses in the treasury investment portfolio. The principal investment portfolio gains were primarily driven by the sale of Ability One. This compares to net securities losses in the prior year of $17 million and net securities gains of $154 million in the prior quarter.

The Company repaid certain floating rate debt and unwound related hedges leading to a $162 million loss, which was recognized in other income.

Corporate expenses were $146 million, compared to $162 million in the prior year and $154 million in the prior quarter.

Non-core Portfolios

Net loss from the non-core portfolios was $12 million as compared to a net loss of $69 million in the prior quarter, including the impact of an increase in the allowance for loan losses of $85 million.

- 8 -

Average loan balances were $11.1 billion, down 37% over the prior year and 13% over the prior quarter, as the portfolios continued to liquidate at a steady pace. Net interest income was $91 million, down $53 million, primarily due to this liquidation.

Provision for credit losses was $74 million, down $10 million, reflecting the decrease in home equity net charge-offs. Excluding the $85 million that was added to the allowance for credit losses in the prior quarter, provision increased $3 million. The net charge-off ratio increased to 2.84% from 2.60% in the prior quarter.

Discontinued Operations

As a result of the Company’s announced agreement to sell its corporate trust business to JP Morgan Chase, the results of these operations have been transferred from the Investment Management Group to the Corporate line of business and reported as discontinued operations. The following table provides details of the impact of this business.

($ millions)	3Q03		2Q03		1Q03		4Q02		3Q02		2Q02		1Q02
Total Revenues	$	35	$	36	$	34	$	35	$	31	$	30	$	35
Total Expenses (excl. taxes)		21		22		23		19		16		17		18

Pre-tax Income		14		14		11		16		15		13		17

Net Income		9		9		7		10		10		8		11
Total Assets		92		341		116		84		119		71		95

Other Corporate Items

Capital and leverage continued to be strong as identified below.


Tier 1 Capital	9.8	%	9.7	%	9.5	%
Total Capital	13.5	%	13.6	%	13.0	%
Leverage	8.4	%	8.7	%	9.0	%

The Company repurchased more than 13 million shares of common stock at an average cost of $38.86 per share. For the first nine months of 2003, purchases totaled more than 53 million shares at an average cost of $37.05 per share. As of September 30, 2003, $2.5 billion remained available under the $3 billion program that was approved in July 2003.

In accordance with FIN 46, the Company had been prepared to consolidate the assets, liabilities, and earnings associated with its asset-backed conduit business as of July 1, 2003. As a result of FASB’s recent delay in the implementation date of FIN 46, the Company did not consolidate these entities, but expects to adopt FIN 46 as of December 31, 2003. Refer to the attached Supplemental Disclosures regarding the expected impact to the Company of consolidating certain asset-backed conduits under FIN 46, as currently drafted.

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Bank One Corporation (www.bankone.com) is the nation’s sixth-largest bank holding company, with assets of $290 billion. Bank One currently has more than 51 million credit cards issued, nearly 7 million retail households, and over 20,000 middle market customers. It also manages $175.5 billion of clients’ investment assets.

Conference Call and Webcast Information

An analyst meeting and conference call discussing the quarter’s results will be held today, October 21, 2003 at 3:00 p.m. (Eastern). To participate, phone (800) 818-5264 (domestic) or (913) 981-4910 (international); confirmation code 156609.

The live audio webcast will be available through the Investor Relations section of Bank One’s website at www.shareholder.com/one/medialist.cfm.

A playback of this conference call will be available after 6:00 p.m. (Eastern) today through October 31, 2003, by calling (888) 203-1112 (domestic) or (719) 457-0820 (international); confirmation code 156609.

Forward-looking Statements

This discussion of financial results contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon management’s current beliefs and expectations, and are subject to significant risks and uncertainties that may cause actual results to differ materially. Such risks and uncertainties are described in the Company’s reports filed with the Securities and Exchange Commission, including the Company’s Form 10-K for the year ended December 31, 2002.

###

Media Contact:		Investor Contacts:
Thomas A. Kelly	(312) 732-7007	Amy R. Fahey	(312) 732-5771
		Sandra M. Moe	(312) 732-8013
		Charles A. Peruski	(312) 732-5531

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SUPPLEMENTAL DISCLOSURES
(Estimated and Unaudited)

Anticipated Effects of FIN 46

•

On October 9, 2003, the Financial Accounting Standards Board issued a one-quarter deferral of the implementation of Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). Bank One had previously announced its intent to consolidate certain variable interest entities related to its asset-backed conduit business. As a result of the FASB’s deferral, the Company expects to consolidate or restructure these entities in accordance with FIN 46 in the fourth quarter. During the third quarter, banking regulators issued interim regulations that provide risk-based capital relief for certain assets that would be consolidated under FIN 46. Assuming the Company had adopted FIN 46 as it is currently written and consolidated certain asset-backed conduit entities, the balance sheet and earnings impact would have been as follows.

				Consolidated Results
($ millions)	Incremental Consolidation Effect			Reported 3Q03			Proforma 3Q03
Total Assets	$	37,666		$	290,006		$	327,672
Total Revenue (FTE)		11			2,127			2,138
Noninterest Expense		7			2,421			2,428
Net Income		3			883			886
Tier 1 Capital		0	%		9.8	%		9.8	%
Total Capital		0			13.5			13.5
Leverage		(1.0)			8.4			7.4

- 11 -

FINANCIAL INFORMATION

THIRD QUARTER 2003

Consolidated Earnings		Page
Summary Earnings Information		13
Selected Financial Information
Reported Basis		14
Managed Basis		15
Consolidated Statements of Income		16
Consolidated Statements of Income—YTD		18
Reconciliation of Consolidated Reported and Managed Data		20

Line of Business Information
Retail		22
Commercial Banking		25
Card Services
Reported Basis		28
Managed Basis		30
Reconciliation of Reported and Managed Data		32
Investment Management Group		34
Corporate		37
Non-Core Portfolios		39

Consolidated Balance Sheet
Consolidated Balance Sheet		41
Credit Quality Statistics		42
Capital and Intangible Assets		44
Consolidated Average Balance Sheet, Yields & Rates
Reported Basis		45
YTD—Reported Basis		48
Managed Basis		49
YTD—Managed Basis		52

Other Items
Definitions		53

NOTES:

Refer to 2002 Annual Report for definitions and methodologies. The line of business information is provided for analytical purposes and is based on management information systems, assumptions and methodologies that are under continual review.

The following changes have been made in the Third Quarter 2003 Earnings Press Release:

•

As a result of the expected sale of the corporate trust business, the business was transferred from Investment Management to the Corporate line of business and reported as discontinued operations. Certain ratios on a consolidated basis are based upon continuing operations.

•

Certain deposits in Investment Management, previously categorized as time deposits, were reclassified as savings. Prior period amounts have been reclassified to conform to the current period presentation.

•

Certain loans, previously classified as other personal loans, were reclassified into loan categories which are more reflective of management's view of the underlying loan characteristics. Prior period balances have been adjusted to conform to the current period presentation.

- 12 -

Summary Earnings Information

	2003(1)									2002(1)						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
NET INCOME by LOB ($ millions)
Retail	$	392		$	373		$	395		$	355		$	361		$	19		5	%	$	31		9	%
Commercial Banking		361			249			217			148			179			112		45			182		N/M
Card Services		285			279			248			321			298			6		2			(13	)	(4	)
Investment Management		91			76			73			60			79			15		20			12		15
Corporate		(255	)		(130	)		(122	)		(52	)		(104	)		(125	)	(96	)		(151	)	N/M

Income from continuing operations	$	874		$	847		$	811		$	832		$	813			27		3			61		8

Discontinued Operations
Income from discontinued operations	$	14		$	14		$	11		$	16		$	15		$	—		—		$	(1	)	(7	)
Applicable income taxes		5			5			4			6			5			—		—			—		—

Income from discontinued operations	$	9		$	9		$	7		$	10		$	10			—		—			(1	)	(10	)

Net Income	$	883		$	856		$	818		$	842		$	823			27		3			61		8

Retail		44.9	%		44.0	%		48.7	%		42.7	%		44.4	%		0.9	%				0.5	%
Commercial Banking		41.3			29.4			26.8			17.8			22.0			11.9					19.3
Card Services		32.6			32.9			30.6			38.6			36.7			(0.3	)				(4.1	)
Investment Management		10.4			9.0			9.0			7.2			9.7			1.4					0.7
Corporate		(29.2	)		(15.3	)		(15.0	)		(6.3	)		(12.8	)		(13.9	)				(16.4	)

Income from continuing operations		100.0			100.0			100.0			100.0			100.0

CAPITAL RATIOS
Tier 1 capital		9.8	%		9.7	%		10.0	%		9.9	%		9.5	%		0.1	%				0.3	%
Total capital		13.5			13.6			13.8			13.7			13.0			(0.1	)				0.5
Leverage		8.4			8.7			8.9			8.9			9.0			(0.3	)				(0.6	)

COMMON STOCK DATA
Average shares outstanding (millions):
Basic shares		1,115			1,132			1,148			1,157			1,162			(17	)	(2	)%		(47	)	(4	)%
Diluted shares		1,124			1,140			1,156			1,166			1,171			(16	)	(1	)		(47	)	(4	)

Basic earnings per share
Income from continuing operations	$	0.78		$	0.75		$	0.70		$	0.72		$	0.70		$	0.03		4		$	0.08		11
Income from discontinued operations, net		0.01			0.01			0.01			0.01			0.01			—		—			—		—
Net Income	$	0.79		$	0.76		$	0.71		$	0.73		$	0.71		$	0.03		4		$	0.08		11

Diluted earnings per share
Income from continuing operations	$	0.78		$	0.74		$	0.70		$	0.71		$	0.69		$	0.04		5		$	0.09		13
Income from discontinued operations, net		0.01			0.01			0.01			0.01			0.01			—		—			—		—
Net Income	$	0.79		$	0.75		$	0.71		$	0.72		$	0.70		$	0.04		5		$	0.09		13

Cash dividends declared		0.25			0.21			0.21			0.21			0.21			0.04		19			0.04		19
Book value per share		20.05			19.70			19.44			19.28			18.79			0.35		2			1.26		7
Stock price, quarter-end		38.65			37.18			34.62			36.55			37.40			1.47		4			1.25		3

Headcount		71,240			72,323			74,077			73,685			73,535			(1,083	)	(1	)		(2,295	)	(3	)

NOTES:

(1)

Prior period data has been adjusted for the transfer of corporate trust from the Investment Management line of business to the Corporate line of business where it is now reported as discontinued operations.

- 13 -

Select Financial Information—Reported Basis

	2003									2002						Change from
	3rd Qtr				2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%

INCOME STATEMENT DATA ($ millions)
Total revenue, net of interest expense	$	4,084		$	4,072		$	3,943		$	4,197		$	4,154		$	12		—	%	$	(70	)	(2	)%

Net interest income—fully taxable-equivalent ("FTE") basis (1)		2,127			2,009			2,021			2,180			2,226			118		6			(99	)	(4	)
Noninterest income		1,998			2,102			1,959			2,053			1,966			(104	)	(5	)		32		2

Total revenue, net of interest expense ("FTE")		4,125			4,111			3,980			4,233			4,192			14		—			(67	)	(2	)
Provision for credit losses		416			461			496			628			587			(45	)	(10	)		(171	)	(29	)
Noninterest expense		2,421			2,403			2,297			2,371			2,404			18		1			17		1

Income from continuing operations		874			847			811			832			813			27		3			61		8

Discontinued Operations
Income from discontinued operations		14			14			11			16			15			—		—			(1	)	(7	)
Applicable income taxes		5			5			4			6			5			—		—			—		—

Income from discontinued operations		9			9			7			10			10			—		—			(1	)	(10	)


Net Income		883			856			818			842			823			27		3			60		7

Memo: Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

BALANCE SHEET ENDING BALANCES ($ millions)
Loans	$	141,710		$	144,583		$	144,747		$	148,125		$	150,389			(2,873	)	(2	)		(8,679	)	(6	)
Assets		290,006			299,463			287,864			277,383			274,187			(9,457	)	(3	)		15,819		6
Deposits		163,411			172,015			167,075			170,008			164,036			(8,604	)	(5	)		625		—
Long-term debt (2)		44,225			46,070			44,950			43,234			42,481			(1,845	)	(4	)		1,744		4
Common stockholders' equity		22,411			22,257			22,316			22,440			21,925			154		1			486		2
Total stockholders' equity		22,411			22,257			22,316			22,440			21,925			154		1			486		2

CREDIT QUALITY RATIOS
Net charge-offs to average loans		1.50	%		1.35	%		1.35	%		1.65	%		1.55	%		0.15	%				(0.05	)%
Allowance to period end loans		3.34			3.35			3.31			3.20			3.17			(0.01	)				0.17
Nonperforming assets to related assets (3)		2.06			2.28			2.38			2.38			2.48			(0.22	)				(0.42	)

FINANCIAL PERFORMANCE
Return on average assets		1.24	%		1.24	%		1.22	%		1.24	%		1.24	%		0.00	%				0.00	%
Return on average common equity		15.8			15.3			14.7			15.0			14.8			0.5					1.0
Net interest margin		3.45			3.37			3.45			3.65			3.83			0.08					(0.38	)
Efficiency ratio		58.7			58.5			57.7			56.0			57.3			0.2					1.4

NOTES:

(1)

Net interest income-FTE includes taxable equivalent adjustments of $41 million, $39 million, $37 million, $36 million, and $38 million, for the quarters ended September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002, and September 30, 2002, respectively.

(2)

Includes trust preferred capital securities.

(3)

Related assets consist of loans outstanding including loans held for sale, and other real estate owned.

- 14 -

Select Financial Information—Managed Basis

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
INCOME STATEMENT DATA ($ millions)
Total revenue, net of interest expense	$	4,898		$	4,918		$	4,752		$	4,938		$	4,875		$	(20	)	0	%	$	23		0	%

Net interest income—fully taxable-equivalent ("FTE") basis (1) (2)	$	3,318			3,165		$	3,189		$	3,335		$	3,390		$	153		5			(72	)	(2	)
Noninterest income (2)		1,580			1,716			1,600			1,639			1,523			(136	)	(8	)		57		4

Total revenue, net of interest expense ("FTE")		4,898			4,881			4,789			4,974			4,913			17		—			(15	)	—
Provision for credit losses		1,189			1,230			1,306			1,370			1,308			(41	)	(3	)		(119	)	(9	)
Noninterest expense		2,421			2,403			2,297			2,371			2,404			18		1			17		1

Income from continuing operations		874			847			811			832			813			27		3			61		8

Discontinued Operations
(Loss)/Income from discontinued operations		14			14			11			16			15			—		—			(1	)	(7	)
Applicable income taxes		5			5			4			6			5			—		—			—		—

Income from discontinued operations		9			9			7			10			10			—		—			(1	)	(10	)

Net Income		883			856			818			842			823			27		3			60		7

Memo: Credit card revenue		556			525			492			576			533			31		6			23		4
Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

BALANCE SHEET ENDING BALANCES ($ millions)
Loans	$	201,758		$	204,829		$	205,208		$	210,540		$	207,634		$	(3,071	)	(1	)%	$	(5,876	)	(3	)%
Assets		326,769			335,295			323,169			311,271			307,044			(8,526	)	(3	)		19,725		6

CREDIT QUALITY RATIOS
Net charge-offs to average loans		2.60	%		2.47	%		2.52	%		2.62	%		2.52	%		0.13	%				0.08	%
Total net charge-offs ($ millions)		1,313			1,258			1,305			1,363			1,295			55		4			18		1

FINANCIAL PERFORMANCE
Net interest margin		4.68	%		4.61	%		4.74	%		4.89	%		5.09	%		0.07	%				(0.41	)%
Efficiency ratio		49.4			49.2			48.0			47.7			48.9			0.2					0.5

CAPITAL RATIO
Tangible common equity/tangible assets		6.1	%		5.9	%		6.2	%		6.4	%		6.4	%		0.2	%				(0.3	)%

NOTES:

The Corporation evaluates its Card Services line of business trends on a managed basis which assumes that securitized receivables 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 74 and Note 9, "Credit Card Securitizations, " of the December 31, 2002 Form 10-K for additional information related to the Corporation's securitization activity.

(1)

Net interest income-FTE includes taxable equivalent adjustments of $41 million, $39 million, $37 million, $36 million, and $38 million for the quarters ended September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002, and September 30, 2002, respectively.

(2)

On a reported basis, income earned on securitized loans is reported in credit card revenue and income earned on seller's interest is reported in net interest income.

- 15 -

Consolidated Statements of Income—Reported Basis

	2003								2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr		4th Qtr			3rd Qtr			2Q03					3Q02
															Amt			%		Amt			%
INCOME STATEMENT DATA ($ millions)
Interest income	$	3,172		$	3,130		$	3,187	$	3,435		$	3,524		$	42		1	%	$	(352	)	(10	)%
Interest expense		1,086			1,160			1,203		1,291			1,336			(74	)	(6	)		(250	)	(19	)

Total net interest income		2,086			1,970			1,984		2,144			2,188			116		6			(102	)	(5	)

Banking fees and commissions		441			458			440		431			410			(17	)	(4	)		31		8
Credit card revenue		974			911			851		989			976			63		7			(2	)	—
Service charges on deposits		433			413			383		399			409			20		5			24		6
Fiduciary and investment management fees		164			161			160		157			159			3		2			5		3
Investment securities gains (losses)		68			152			69		116			(29	)		(84	)	(55	)		97		N/M
Trading		23			(76	)		4		(10	)		143			99		N/M			(120	)	(84	)
Other income (loss)		(105	)		83			52		(29	)		(102	)		(188	)	N/M			(3	)	(3	)

Total noninterest income		1,998			2,102			1,959		2,053			1,966			(104	)	(5	)		32		2

Total revenue, net of interest expense		4,084			4,072			3,943		4,197			4,154			12		—			(70	)	(2	)

Provision for credit losses		416			461			496		628			587			(45	)	(10	)		(171	)	(29	)

Salaries and employee benefits		1,193			1,213			1,173		1,127			1,121			(20	)	(2	)		72		6
Occupancy		175			166			164		158			158			9		5			17		11
Equipment		119			117			111		115			107			2		2			12		11
Outside service fees and processing		290			282			266		322			302			8		3			(12	)	(4	)
Marketing and development		253			215			226		241			292			38		18			(39	)	(13	)
Telecommunication		58			54			48		56			74			4		7			(16	)	(22	)
Other intangible amortization		34			32			32		31			32			2		6			2		6
Other expense		299			324			277		321			318			(25	)	(8	)		(19	)	(6	)

Total noninterest expense before merger and restructuring-related charges (reversals)		2,421			2,403			2,297		2,371			2,404			18		1			17		1
Merger and restructuring-related charges (reversals)		—			—			—		—			—			—		—			—		—

Total noninterest expense		2,421			2,403			2,297		2,371			2,404			18		1			17		1

Income before income taxes		1,247			1,208			1,150		1,198			1,163			39		3			84		7
Applicable income taxes		373			361			339		366			350			12		3			23		7

Income from continuing operations	$	874		$	847			811	$	832		$	813		$	27		3	%	$	61		8	%

Discontinued operations
(Loss)/Income from discontinued operations	$	14		$	14		$	11	$	16		$	15		$	—		0	%	$	(1	)	(7	)%
Applicable income taxes		5			5			4		6			5			—		—			—		—

Income from discontinued opertions	$	9			9			7		10			10		$	—		0	%	$	(1	)	(10	)%

Net Income	$	883		$	856			818	$	842		$	823		$	27		3	%	$	60		7	%

Net income attributable to common stockholders' equity	$	883		$	856			818	$	842		$	823		$	27		3	%	$	60		7	%

Basic earnings per share
Income from continuing operations	$	0.78		$	0.75		$	0.70	$	0.72		$	0.70		$	0.03		4	%	$	0.08		11	%
Income from discontinued operations, net		0.01			0.01			0.01		0.01			0.01			—		—			—		—

Net Income	$	0.79		$	0.76		$	0.71	$	0.73		$	0.71		$	0.03		4	%	$	0.08		11	%

- 16 -

Consolidated Statements of Income—Reported Basis

	2003						2002				Change from
	3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2Q03					3Q02
											Amt			%		Amt			%
Diluted earnings per share
Income from continuing operations	$	0.78	$	0.74	$	0.70	$	0.71	$	0.69	$	0.04		5	%	$	0.09		13	%
Income from discontinued operations, net		0.01		0.01		0.01		0.01		0.01		—		—			—		—

Net Income	$	0.79	$	0.75	$	0.71	$	0.72	$	0.70	$	0.04		5	%	$	0.09		13	%

Average shares outstanding (millions):
Basic		1,115		1,132		1,148		1,157		1,162		(17	)	(2	)%		(47	)	(4	)%
Diluted		1,124		1,140		1,156		1,166		1,171		(16	)	(1	)		(47	)	(4	)

- 17 -

Consolidated Statement of Income—YTD—Reported Basis

	Nine Months Ended
	2003			2002			Change
							Amt			%
INCOME STATEMENT DATA ($ millions)
Interest income	$	9,489		$	10,452		$	(963	)	(9	)%
Interest expense		3,449			4,041			(592	)	(15	)

Total net interest income		6,040			6,411			(371	)	(6	)

Banking fees and commissions		1,339			1,363			(24	)	(2	)
Credit card revenue		2,736			2,847			(111	)	(4	)
Service charges on deposits		1,229			1,178			51		4
Fiduciary and investment management fees		485			488			(3	)	(1	)
Investment securities gains (losses)		289			49			240		N/M
Trading		(49	)		234			(283	)	N/M
Other income (loss)		30			(32	)		62		N/M

Total noninterest income		6,059			6,127			(68	)	(1	)

Total revenue, net of interest expense		12,099			12,538			(439	)	(4	)

Provision for credit losses		1,373			1,859			(486	)	(26	)

Salaries and employee benefits		3,579			3,297			282		9
Occupancy		505			485			20		4
Equipment		347			308			39		13
Outside service fees and processing		838			969			(131	)	(14	)
Marketing and development		694			828			(134	)	(16	)
Telecommunication		160			308			(148	)	(48	)
Other intangible amortization		98			94			4		4
Other expense		900			949			(49	)	(5	)

Total noninterest expense before merger and restructuring-related charges (reversals)		7,121			7,238			(117	)	(2	)
Merger and restructuring-related charges (reversals)		—			(63)			63		N/M

Total noninterest expense		7,121			7,175			(54	)	(1	)

Income before income taxes		3,605			3,504			101		3
Applicable income taxes		1,073			1,080			(7	)	(1	)

Income from continuing operations	$	2,532		$	2,424		$	108		4	%

Discontinued Operations
Income from discontinued operations	$	39		$	45		$	(6	)	(13	)%
Applicable income taxes		14			16			(2	)	(13	)

Income from discontinued operations	$	25		$	29		$	(4	)	(14	)%

Net Income	$	2,557		$	2,453		$	104		4	%

Net income attributable to common stockholders' equity	$	2,557		$	2,453		$	104		4	%


Basic earnings per share
Income from continuing operations	$	2.24		$	2.08		$	0.16		8	%
Income from discontinued operations, net		0.02			0.02			—		—

Net income	$	2.26		$	2.10		$	0.16		8	%

- 18 -

Consolidated Statement of Income—YTD—Reported Basis

	Nine Months Ended
	2003		2002		Change
					Amt			%
Diluted earnings per share
Income from continuing operations	$	2.23	$	2.06	$	0.17		8	%
Income from discontinued operations, net		0.02		0.02		—		—

Net Income	$	2.25	$	2.08	$	0.17		8	%

Average shares outstanding (millions):
Basic		1,131		1,163		(32	)	(3	)%
Diluted		1,138		1,174		(36	)	(3	)

- 19 -



Consolidated—Reconciliation of Reported and Managed Data

	2003									2002
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr
INCOME STATEMENT DATA (in millions):
Net interest income—FTE
Reported data for the period	$	2,127		$	2,009		$	2,021		$	2,180		$	2,226
Securitization adjustments		1,191			1,156			1,168			1,155			1,164

Managed net interest income		3,318			3,165			3,189			3,335			3,390
Credit card revenue:
Reported data for the period		974			911			851			989			976
Securitization adjustments		(418	)		(386	)		(359	)		(413	)		(443	)

Managed credit card revenue		556			525			492			576			533

Noninterest income:
Reported data for the period		1,998			2,102			1,959			2,053			1,966
Securitization adjustments		(418	)		(386	)		(359	)		(414	)		(443	)

Managed noninterest income		1,580			1,716			1,600			1,639			1,523

Total revenue, net of interest expense FTE:
Reported data for the period		4,125			4,111			3,980			4,233			4,192
Securitization adjustments		773			770			809			741			721

Managed total revenue, net of interest expense.		4,898			4,881			4,789			4,974			4,913

Provision for credit losses
Reported data for the period		416			461			496			628			587
Securitization adjustments		773			769			810			742			721

Managed provision for credit losses		1,189			1,230			1,306			1,370			1,308

BALANCE SHEET—ENDING BALANCES (in millions):
Loans:
Reported data for the period	$	141,710		$	144,583		$	144,747		$	148,125		$	150,389
Securitization adjustments		60,048			60,246			60,461			62,415			57,245

Managed loans		201,758			204,829			205,208			210,540			207,634

Total assets:
Reported data for the period		290,006			299,463			287,864			277,383			274,187
Securitization adjustments		36,763			35,832			35,305			33,888			32,857

Managed total assets		326,769			335,295			323,169			311,271			307,044

BALANCE SHEET—AVERAGE BALANCES (in millions):
Investment Securities:
Reported data for the period	$	71,738		$	66,735		$	65,050		$	64,076		$	66,732
Securitization adjustments		(21,255	)		(22,722	)		(25,893	)		(24,138	)		(24,236	)

Managed investment securities		50,483			44,013			39,157			39,938			42,496

Loans:
Reported data for the period		144,162			144,635			146,419			150,531			148,152
Securitization adjustments		57,858			58,945			61,020			57,636			57,678

Managed loans		202,020			203,580			207,439			208,167			205,830

- 20 -



Consolidated—Reconciliation of Reported and Managed Data

	2003									2002
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr
Other assets:
Reported data for the period		43,090			41,452			38,892			37,888			36,277
Securitization adjustments		(574	)		(559	)		(566	)		(7	)		—

Managed other assets		42,516			40,893			38,326			37,881			36,277

Total assets:
Reported data for the period		283,209			276,273			271,889			270,262			262,538
Securitization adjustments		36,029			35,664			34,561			33,491			33,442

Managed total assets		319,238			311,937			306,450			303,753			295,980

Other short-term borrowings:
Reported data for the period		11,216			13,413			12,433			12,270			9,802
Securitization adjustments		36,029			35,664			34,561			33,491			33,442

Managed other short-term borrowings		47,245			49,077			46,994			45,761			43,244

Total liabilities and equity:
Reported data for the period		283,209			276,273			271,889			270,262			262,538
Securitization adjustments		36,029			35,664			34,561			33,491			33,442

Managed total liabilities and equity		319,238			311,937			306,450			303,753			295,980

CREDIT QUALITY (in millions):
Net charge-offs
Reported data for the period	$	540		$	489		$	495		$	622		$	573
Securitization adjustments		773			769			810			741			722

Managed net charge-offs		1,313			1,258			1,305			1,363			1,295

NOTES:

The Corporation evaluates its Card Services line of business trends on a managed basis which assumes that securitized 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 74 and Note 9, "Credit Card Securitizations, " of the December 31, 2002 Form 10-K for additional information related to the Corporation's securitization activity.

- 21 -



Retail Line of Business Information

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
INCOME STATEMENT DATA ($ millions)
Net interest income—FTE (1)	$	1,102		$	1,077		$	1,122		$	1,078		$	1,067		$	25		2	%	$	35		3	%
Banking fees and commissions		170			175			189			167			170			(5	)	(3	)		—		—
Credit card revenue		53			59			53			54			51			(6	)	(10	)		2		4
Service charges on deposits		242			225			204			223			213			17		8			29		14
Other income (loss)		28			2			13			2			2			26		N/M			26		N/M

Total noninterest income		493			461			459			446			436			32		7			57		13

Total revenue, net of interest expense		1,595			1,538			1,581			1,524			1,503			57		4			92		6
Provision for credit losses		139			108			116			132			114			31		29			25		22

Salaries and employee benefits		390			407			386			388			377			(17	)	(4	)		13		3

Other expense		449			435			457			443			439			14		3			10		2

Total noninterest expense before merger and restructuring-related charges (reversals)		839			842			843			831			816			(3	)	—			23		3
Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

Total noninterest expense		839			842			843			831			816			(3	)	—			23		3

Income before income taxes		617			588			622			561			573			29		5			44		8
Applicable income taxes		225			215			227			206			212			10		5			13		6

Net income	$	392		$	373		$	395		$	355		$	361		$	19		5	%	$	31		9	%

FINANCIAL PERFORMANCE
Return on average common equity		33	%		31	%		34	%		30	%		30	%		2	%				3	%
Efficiency ratio		53			55			53			55			54			(2	)				(1	)

Headcount		30,867			31,812			33,135			32,931			32,753			(945	)	(3	)		(1,886	)	(6	)

ENDING BALANCES ($ millions)(2)
Small business commercial	$	10,122		$	10,050		$	9,946		$	9,921		$	9,899		$	72		1	%	$	223		2	%
Home equity		25,252			23,863			21,688			20,853			18,696			1,389		6			6,556		35
Vehicle		13,841			13,873			14,223			14,661			15,001			(32	)	—			(1,160	)	(8	)
Other personal loans		6,199			5,919			6,378			6,869			7,118			280		5			(919	)	(13	)

Total loans (3)		55,414			53,705			52,235			52,304			50,714			1,709		3			4,700		9

Assets		58,080			56,900			55,739			56,007			54,174			1,180		2			3,906		7

Demand deposits		29,642			29,280			28,534			27,711			26,607			362		1			3,035		11
Savings		40,581			40,066			40,155			38,784			38,130			515		1			2,451		6

Core deposits		70,223			69,346			68,689			66,495			64,737			877		1			5,486		8
Time		18,616			19,486			20,617			21,777			23,000			(870	)	(4	)		(4,384	)	(19	)

Total deposits		88,839			88,832			89,306			88,272			87,737			7		—			1,102		1

Equity		4,774			4,774			4,774			4,774			4,774			—		—			—		—

- 22 -



Retail Line of Business Information

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
AVERAGE BALANCES ($ millions) (2)
Small business commercial	$	10,126		$	10,010		$	9,955		$	9,879		$	9,891		$	116		1	%	$	235		2	%
Home equity		24,499			22,807			21,199			19,987			17,872			1,692		7			6,627		37
Vehicle		13,962			13,989			14,436			14,865			14,574			(27	)	—			(612	)	(4	)
Other personal loans		6,147			6,087			7,020			6,952			6,773			60		1			(626	)	(9	)

Total loans		54,734			52,893			52,610			51,683			49,110			1,841		3			5,624		11

Assets		57,467			56,261			56,075			55,352			52,688			1,206		2			4,779		9

Demand deposits		29,632			28,809			27,597			27,076			26,085			823		3			3,547		14
Savings		40,354			40,107			39,575			38,538			38,095			247		1			2,259		6

Core deposits		69,986			68,916			67,172			65,614			64,180			1,070		2			5,806		9
Time		18,985			20,095			21,181			22,398			23,759			(1,110	)	(6	)		(4,774	)	(20	)

Total deposits		88,971			89,011			88,353			88,012			87,939			(40	)	—			1,032		1

Equity		4,774			4,774			4,774			4,774			4,774			—		—			—		—

CREDIT QUALITY ($ millions)
Net charge-offs:
Small business commercial	$	14		$	16		$	11		$	27		$	14		$	(2	)	(13	)%	$	—		0	%
Home equity		47			27			26			15			24			20		74			23		96
Vehicle		56			46			47			69			53			10		22			3		6
Other personal loans		27			24			18			23			26			3		13			1		4

Total net charge-offs		144			113			102			134			117			31		27			27		23

Net charge-off ratios:
Small business commercial		0.55	%		0.64	%		0.44	%		1.09	%		0.57	%		(0.09	)%				(0.02	)%
Home equity		0.77			0.47			0.49			0.30			0.54			0.30					0.23
Vehicle		1.60			1.32			1.30			1.86			1.45			0.28					0.15
Other personal loans		1.76			1.58			1.03			1.32			1.54			0.18					0.22
Total net charge-offs		1.05			0.85			0.78			1.04			0.95			0.20					0.10

Nonperforming assets:
Commercial	$	268		$	255		$	254		$	236		$	273		$	13		5	%	$	(5	)	(2	)%
Consumer		305			315			304			299			304			(10	)	(3	)		1		—

Total nonperforming loans (4)		573			570			558			535			577			3		1			(4	)	(1	)
Other, including other real estate owned ("OREO")		117			218			231			223			180			(101	)	(46	)		(63	)	(35	)


Total nonperforming assets		690			788			789			758			757			(98	)	(12	)		(67	)	(9	)

Allowance for credit losses ($ millions)		683			688			693			679			681			(5	)	(1	)		2		—
Allowance to period end loans		1.29	%		1.33	%		1.39	%		1.37	%		1.41	%		(0.04	)%				(0.12	)%
Allowance to nonperforming loans		120			121			125			128			119			(1	)				1
Nonperforming assets to related assets		1.24			1.46			1.50			1.44			1.49			(0.22	)				(0.25	)

- 23 -



Retail Line of Business Information

	2003						2002				Change from
	3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2Q03					3Q02
											Amt			%		Amt		%
DISTRIBUTION
Number of:
Banking centers		1,810		1,803		1,798		1,795		1,779		7		0	%		31	2	%
ATMs		4,350		4,093		4,009		3,960		4,122		257		6			228	6
Relationship bankers		3,139		2,823		2,893		2,839		2,591		316		11			548	21
On-line customers (thousands)		2,184		1,922		1,701		1,404		1,326		262		14			858	65
Personal demand accounts (thousands)		4,684		4,541		4,438		4,360		4,339		143		3			345	8
Business demand accounts (thousands)		508		501		496		492		491		7		1			17	3
Debit cards issued (thousands)		5,104		4,946		4,818		4,647		4,609		158		3			495	11

RETAIL BROKERAGE ($ millions)
Mutual fund sales	$	671	$	774	$	577	$	501	$	575	$	(103	)	(13	)%	$	96	17	%
Annuity sales		895		759		766		751		752		136		18			143	19

Total investment sales volume		1,566		1,533		1,343		1,252		1,327		33		2			239	18

Market value customer assets—end of period ($ billions)		31.9		30.5		28.6		27.9		26.7		1.4		5			5.2	19

Number of customers—end of period (thousands)		707		694		693		681		676		13		2			31	5
Number of dedicated investment sales representatives		902		874		870		845		828		28		3			74	9

NOTES:

(1)

Net interest income-FTE includes taxable equivalent adjustments of $6 million, $6 million, $5 million, $5 million, and $5 million for the quarters ended September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002, and September 30, 2002, respectively.

(2)

(3)

Includes loans held for sale of $2,480 million, $2,067 million, $2,390 million, $2,689 million, and $2,517 million at September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002 and September 30, 2002, respectively. These amounts are not included in allowance coverage statistics.

(4)

Includes loans held for sale of $2 million, $2 million, $2 million, $3 million and $3 million at September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002 and September 30, 2002, respectively. These amounts are not included in allowance coverage statistics.

- 24 -



Commercial Banking Line of Business Information

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
INCOME STATEMENT DATA ($ millions)
Net interest income—FTE (1)	$	576		$	574		$	569		$	609		$	605		$	2		0	%	$	(29	)	(5	)%
Banking fees and commissions		198			234			191			206			175			(36	)	(15	)		23		13
Credit card revenue		27			27			23			22			21			—		—			6		29
Service charges on deposits		186			185			175			169			188			1		1			(2	)	(1	)
Fiduciary and investment management fees		—			(1	)		1			2			—			1		N/M			—		—
Investment securities gains/(losses)		31			(2	)		—			—			(12	)		33		N/M			43		N/M
Trading		30			(75	)		17			(2	)		143			105		N/M			(113	)	(79	)
Other income (loss)		(11	)		8			10			(15	)		(78	)		(19	)	N/M			67		86

Total noninterest income		461			376			417			382			437			85		23			24		5

Total revenue, net of interest expense		1,037			950			986			991			1,042			87		9			(5	)	-


Provision for credit losses		(51	)		10			128			202			237			(61	)	N/M			(288	)	N/M

Salaries and employee benefits		296			295			277			273			269			1		—			27		10
Other expense		286			305			290			333			315			(19	)	(6	)		(29	)	(9	)

Total noninterest expense before merger and restructuring-related charges (reversals)		582			600			567			606			584			(18	)	(3	)		(2	)	-
Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

Total noninterest expense		582			600			567			606			584			(18	)	(3	)		(2	)	-

Income before income taxes		506			340			291			183			221			166		49			285		N/M
Applicable income taxes		145			91			74			35			42			54		59			103		N/M

Net income	$	361		$	249		$	217		$	148		$	179		$	112		45	%	$	182		N/M

Memo—Revenue by activity:
Lending-related revenue	$	454		$	434		$	430		$	446		$	390		$	20		5	%	$	64		16	%
Credit derivative hedge portfolio		(51	)		(143	)		(54	)		(59	)		101			92		64			(152	)	N/M
Global treasury services		405			395			390			399			426			10		3			(21	)	(5	)
Capital markets (2)		234			253			201			199			154			(19	)	(8	)		80		52
Other		(5	)		11			19			6			(29	)		(16	)	N/M			24		83

FINANCIAL PERFORMANCE
Return on average common equity		19	%		13	%		12	%		8	%		10	%		6	%				9	%
Efficiency ratio		56			63			58			61			56			(7	)				—
Efficiency ratio excluding credit derivative hedge portfolio		53			55			55			58			62			(2	)				(9	)

Headcount:
Corporate banking (including capital markets)		2,624			2,615			2,491			2,359			2,306			9		0	%		318		14	%
Middle market banking		2,551			2,491			2,677			2,853			2,942			60		2			(391	)	(13	)
Global treasury services		3,234			3,239			3,203			3,342			3,403			(5	)	—			(169	)	(5	)
Operations, technology and other administration		1,930			2,048			2,023			1,988			1,967			(118	)	(6	)		(37	)	(2	)

Total headcount		10,339			10,393			10,394			10,542			10,618			(54	)	(1	)		(279	)	(3	)

- 25 -



Commercial Banking Line of Business Information

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
ENDING BALANCES ($ millions)
Loans (3)	$	54,493		$	57,775		$	59,457		$	61,895		$	62,991		$	(3,282	)	(6	)%	$	(8,498	)	(13	)%
Assets		102,410			108,226			96,600			93,658			95,649			(5,816	)	(5	)		6,761		7

Demand deposits		27,287			30,324			27,668			25,462			24,514			(3,037	)	(10	)		2,773		11
Savings (4)		11,269			9,332			9,670			9,614			7,981			1,937		21			3,288		41
Time (4)		1,024			9,110			7,390			11,373			9,678			(8,086	)	(89	)		(8,654	)	(89	)
Foreign offices		11,619			10,838			9,221			10,192			9,400			781		7			2,219		24

Total deposits		51,199			59,604			53,949			56,641			51,573			(8,405	)	(14	)		(374	)	(1	)

Equity		7,409			7,409			7,409			7,409			7,365			—		—			44		1

AVERAGE BALANCES ($ millions)
Loans	$	55,090		$	58,046		$	59,956		$	62,201		$	63,684		$	(2,956	)	(5	)%	$	(8,594	)	(13	)%
Assets		100,545			98,325			93,028			93,298			92,709			2,220		2			7,836		8

Demand deposits		25,929			24,402			22,579			22,830			21,728			1,527		6			4,201		19
Savings (4)		10,983			10,005			9,311			9,310			7,636			978		10			3,347		44
Time (4)		2,968			3,529			8,062			9,547			8,787			(561	)	(16	)		(5,819	)	(66	)
Foreign offices		10,413			10,443			9,006			8,989			8,932			(30	)	—			1,481		17

Total deposits		50,293			48,379			48,958			50,676			47,083			1,914		4			3,210		7

Equity		7,409			7,409			7,409			7,409			7,365			—		—			44		1

CREDIT QUALITY ($ millions)
Net charge-offs	$	99		$	105		$	128		$	202		$	237		$	(6	)	(6	)%	$	(138	)	(58	)%
Net charge-off ratio		0.72	%		0.72	%		0.85	%		1.30	%		1.49	%		0.00	%				(0.77	)%

Nonperforming assets:
Nonperforming loans (5)	$	1,387		$	1,693		$	1,761		$	1,874		$	2,040		$	(306	)	(18	)%	$	(653	)	(32	)%
Other, including other real estate owned ("OREO")		40			22			19			21			27			18		82			13		48

Total nonperforming assets		1,427			1,715			1,780			1,895			2,067			(288	)	(17	)		(640	)	(31	)

Allowance for credit losses		2,826			2,976			3,071			3,071			3,071			(150	)	(5	)		(245	)	(8	)
Allowance to period end loans		5.23	%		5.18	%		5.18	%		4.98	%		4.89	%		0.05	%				0.34	%
Allowance to nonperforming loans		204			176			176			166			157			28					47
Nonperforming assets to related assets		2.62			2.97			2.99			3.06			3.28			(0.35	)				(0.66	)

CORPORATE BANKING ($ millions)
Ending balances:
Loans	$	27,375		$	29,319		$	29,896		$	31,559		$	31,152		$	(1,944	)	(7	)%	$	(3,777	)	(12	)%
Deposits		24,414			32,730			29,824			31,998			28,803			(8,316	)	(25	)		(4,389	)	(15	)

Average balances:
Loans		27,544			29,222			30,405			31,508			31,600			(1,678	)	(6	)		(4,056	)	(13	)
Deposits		25,221			24,251			26,791			28,023			25,871			970		4			(650	)	(3	)

- 26 -



Commercial Banking Line of Business Information

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%

Credit Quality:
Net charge-offs ($ millions)	$	56		$	63		$	81		$	148		$	160		$	(7	)	(11	)%	$	(104	)	(65	)%
Net charge-off ratio		0.81	%		0.86	%		1.07	%		1.88	%		2.03	%		(0.05	)%				(1.22	)%
Nonperforming loans ($ millions)	$	526		$	705		$	814		$	873		$	1,010		$	(179	)	(25	)%	$	(484	)	(48	)%
Nonperforming loans to total loans		1.92	%		2.40	%		2.72	%		2.76	%		3.24	%		(0.48	)%				(1.32	)%

Syndications—Lead arranger deals:
Volume ($ billions)	$	15.3		$	15.9		$	14.8		$	13.5		$	11.3		$	(0.6	)	(4	)%	$	4.0		35	%
Number of transactions		76			95			46			78			63			(19	)	(20	)		13		21
League table standing—rank		4			4			4			4			4			—					—
League table standing—market share		7	%		6	%		9	%		7	%		6	%		1	%				1	%

MIDDLE MARKET BANKING ($ millions)
Ending balances:
Loans	$	27,118		$	28,456		$	29,561		$	30,336		$	31,839		$	(1,338	)	(5	)%	$	(4,721	)	(15	)%
Deposits		26,785			26,874			24,125			24,643			22,770			(89	)	—			4,015		18

Average balances:
Loans		27,546			28,824			29,551			30,693			32,084			(1,278	)	(4	)		(4,538	)	(14	)
Deposits		25,072			24,128			22,167			22,653			21,212			944		4			3,860		18

Credit Quality:
Net charge-offs ($ millions)	$	43		$	42		$	47		$	54		$	77		$	1		2	%	$	(34	)	(44	)%
Net charge-off ratio		0.62	%		0.58	%		0.64	%		0.70	%		0.96	%		0.04	%				(0.34	)%
Nonperforming loans ($ millions)	$	861		$	988		$	947		$	1,001		$	1,030		$	(127	)	(13	)%	$	(169	)	(16	)%
Nonperforming loans to total loans		3.18	%		3.47	%		3.20	%		3.30	%		3.24	%		(0.29	)%				(0.06	)%

NOTES:

(1)

Net interest income-FTE includes taxable equivalent adjustments of $28 million, $25 million, $23 million, $23 million and $23 million for the quarters ended September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002 and September 30, 2002, respectively.

(2)

Capital markets includes trading revenues and underwriting, syndicated lending and advisory fees.

(3)

Includes loans held for sale of $471 million, $327 million, $226 million, $235 million and $230 million at September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002 and September 30, 2002, respectively. These amounts are not included in allowance coverage statistics.

(4)

Prior period amounts have been reclassified to conform to the current period presentation.

(5)

Includes loans held for sale of $3 million, $6 million, $17 million, $19 million and $90 million at September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002 and September 30, 2002, respectively. These amounts are not included in allowance coverage statistics.

- 27 -

Card Services Line of Business Information—Reported Basis (1)

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
INCOME STATEMENT DATA ($ millions)
Net interest income—FTE	$	414		$	332		$	309		$	393		$	359		$	82		25	%	$	55		15	%

Banking fees and commissions		5			9			11			11			13			(4	)	(44	)		(8	)	(62	)
Credit card revenue		895			825			774			913			903			70		8			(8	)	(1	)
Other income (loss)		(12	)		34			(4	)		(19	)		(24	)		(46	)	N/M			12		50

Total noninterest income		888			868			781			905			892			20		2			(4	)	—

Total revenue, net of interest expense		1,302			1,200			1,090			1,298			1,251			102		9			51		4

Provision for credit losses		246			182			161			168			148			64		35			98		66

Salaries and employee benefits		157			156			153			150			151			1		1			6		4
Other expense		436			408			374			455			464			28		7			(28	)	(6	)

Total noninterest expense before merger and restructuring-related charges (reversals)		593			564			527			605			615			29		5			(22	)	(4	)
Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

Total noninterest expense		593			564			527			605			615			29		5			(22	)	(4	)

Income before income taxes		463			454			402			525			488			9		2			(25	)	(5	)
Applicable income taxes		178			175			154			204			190			3		2			(12	)	(6	)

Net income	$	285		$	279		$	248		$	321		$	298		$	6		2		$	(13	)	(4	)


Memo: Net securitization gains (amortization)	$	(13	)	$	17		$	1		$	5		$	(11	)	$	(30	)	N/M		$	(2	)	(18	)%

FINANCIAL PERFORMANCE (2)
Return on average common equity		18	%		18	%		16	%		20	%		18	%		0	%				0	%
Efficiency ratio		46			47			48			47			49			(1	)				(3	)

Headcount		10,366			10,751			10,778			10,548			10,508			(385	)	(4	)		(142	)	(1	)

ENDING BALANCES ($ millions)
Owned loans:
Held in portfolio	$	6,449		$	6,308		$	7,147		$	7,592		$	6,751		$	141		2	%	$	(302	)	(4	)%
Held for sale (3)		7,729			7,782			5,240			3,989			5,173			(53	)	(1	)		2,556		49

Total owned loans		14,178			14,090			12,387			11,581			11,924			88		1			2,254		19
Seller's interest and accrued interest receivable		23,285			24,414			25,156			28,526			24,387			(1,129	)	(5	)		(1,102	)	(5	)

Total receivables		37,463			38,504			37,543			40,107			36,311			(1,041	)	(3	)		1,152		3

Assets		42,768			43,597			42,814			45,391			40,567			(829	)	(2	)		2,201		5

Equity		6,361			6,361			6,361			6,361			6,361			—		—			—		—

- 28 -

Card Services Line of Business Information — Reported Basis (1)

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%

AVERAGE BALANCES ($ millions)
Owned loans:
Held in portfolio	$	6,440		$	7,085		$	7,791		$	7,690		$	5,883		$	(645	)	(9	)%	$	557		9	%
Held for sale (3)		10,001			7,005			4,573			5,635			4,640			2,996		43			5,361		N/M

Total owned loans		16,441			14,090			12,364			13,325			10,523			2,351		17			5,918		56
Seller's interest and accrued interest receivable		21,829			23,281			26,459			24,145			24,236			(1,452	)	(6	)		(2,407	)	(10	)

Total receivables		38,270			37,371			38,823			37,470			34,759			899		2			3,511		10

Assets		43,105			42,886			44,191			42,290			38,804			219		1			4,301		11

Equity		6,361			6,361			6,361			6,361			6,361			—		—			—		—

CREDIT QUALITY ($ millions)
Net charge-offs	$	211		$	182		$	161		$	168		$	131		$	29		16	%	$	80		61	%

Net charge-off ratio		5.13	%		5.17	%		5.24	%		5.05	%		4.99	%		(0.04	)%				0.14	%

Delinquency ratios:
30+ days		3.82			3.22			2.81			2.95			2.74			0.60					1.08
90+ days		1.78			1.49			1.30			1.38			1.11			0.29					0.67

Allowance for credit losses	$	431		$	396		$	396		$	396		$	396		$	35		9	%	$	35		9	%
Allowance to period end loans held in portfolio		6.68	%		6.28	%		5.58	%		5.22	%		5.87	%		0.40	%				0.81	%

OTHER DATA
Charge volume ($ billions)	$	42.8		$	40.5		$	38.3		$	43.5		$	39.5		$	2.3		6	%	$	3.3		8	%
New accounts opened (thousands)(4)		895			1,823			975			1,298			2,005			(928	)	(51	)		(1,110	)	(55	)
Credit cards issued (thousands)		51,500			52,073			50,978			50,351			48,952			(573	)	(1	)		2,548		5
Number of CardServices.com customers (millions)		4.7			4.2			3.8			3.4			3.0			0.5		12			1.7		57

Paymentech *(millions):*
Bank card volume	$	39,271		$	37,258		$	34,444		$	35,979		$	30,711		$	2,013		5	%	$	8,560		28	%
Total transactions		1,417			1,342			1,218			1,189			1,063			75		6			354		33

NOTES:

(1)

On a reported basis income earned on securitized loans is reported in credit card revenue and income earned on seller's interest is reported in net interest income.

(2)

See Card Services line of business results on a managed basis in the financial supplement for financial performance ratios on a managed basis.

(3)

These amounts are not included in allowance coverage statistics.

(4)

Net accounts opened includes originations, purchases and sales.

- 29 -

Card Services Line of Business Information—Managed Basis (1)

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
INCOME STATEMENT DATA ($ millions)
Net interest income—FTE	$	1,605		$	1,488		$	1,477		$	1,548		$	1,524		$	117		8	%	$	81		5	%

Banking fees and commissions		5			9			11			11			13			(4	)	(44	)		(8	)	(62	)
Credit card revenue		477			438			416			500			460			39		9			17		4
Other income (loss)		(12	)		34			(4	)		(19	)		(24	)		(46	)	N/M			12		50

Total noninterest income		470			481			423			492			449			(11	)	(2	)		21		5

Total revenue, net of interest expense		2,075			1,969			1,900			2,040			1,973			106		5			102		5

Provision for credit losses		1,019			951			971			910			870			68		7			149		17

Salaries and employee benefits		157			156			153			150			151			1		1			6		4
Other expense		436			408			374			455			464			28		7			(28	)	(6	)

Total noninterest expense before merger and restructuring-related charges (reversals)		593			564			527			605			615			29		5			(22	)	(4	)
Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

Total noninterest expense		593			564			527			605			615			29		5			(22	)	(4	)

Income before income taxes		463			454			402			525			488			9		2			(25	)	(5	)
Applicable income taxes		178			175			154			204			190			3		2			(12	)	(6	)

Net income	$	285		$	279		$	248		$	321		$	298		$	6		2	%	$	(13	)	(4	)%


Memo: Net securitization gains (amortization)	$	(13	)	$	17		$	1		$	5		$	(11	)	$	(30	)	N/M		$	(2	)	(18	)%

FINANCIAL PERFORMANCE
Percentage of average outstandings:
Net interest income—FTE		8.57	%		8.17	%		8.16	%		8.65	%		8.87	%		0.40	%				(0.30	)%
Provision for credit losses		5.44			5.22			5.37			5.08			5.06			0.22					0.38
Noninterest income		2.51			2.64			2.34			2.75			2.61			(0.13	)				(0.10	)
Risk adjusted margin		5.64			5.59			5.13			6.32			6.42			0.05					(0.78	)
Noninterest expense		3.17			3.10			2.91			3.39			3.58			0.07					(0.41	)
Pretax income—FTE		2.47			2.49			2.22			2.93			2.84			(0.02	)				(0.37	)
Net income		1.52			1.53			1.37			1.79			1.73			(0.01	)				(0.21	)

Return on average common equity		18	%		18	%		16	%		20	%		18	%		0	%				0	%
Efficiency ratio		29			29			28			30			31			—					(2	)

Headcount		10,366			10,751			10,778			10,548			10,508			(385	)	(4	)		(142	)	(1	)

ENDING BALANCES ($ millions)
Held in portfolio	$	6,449		$	6,308		$	7,147		$	7,592		$	6,751		$	141		2	%	$	(302	)	(4	)%
Held for sale (2)		7,729			7,782			5,240			3,989			5,173			(53	)	(1	)		2,556		49
Securitized		36,763			35,832			35,305			33,889			32,858			931		3			3,905		12
Seller's interest and accrued interest receivable		23,285			24,414			25,156			28,526			24,387			(1,129	)	(5	)		(1,102	)	(5	)

Total loans		74,226			74,336			72,848			73,996			69,169			(110	)	—			5,057		7

Assets		79,531			79,429			78,119			79,280			73,425			102		—			6,106		8

Equity		6,361			6,361			6,361			6,361			6,361			—		—			—		—

- 30 -



Card Services Line of Business Information—Managed Basis(1)

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
AVERAGE BALANCES ($ millions)
Held in portfolio	$	6,440		$	7,085		$	7,791		$	7,690		$	5,883		$	(645	)	(9	)%	$	557		9	%
Held for sale (2)		10,001			7,005			4,573			5,635			4,640			2,996		43			5,361		N/M
Securitized		36,029			35,664			34,561			33,491			33,442			365		1			2,587		8
Seller's interest and accrued interest receivable		21,829			23,281			26,459			24,145			24,236			(1,452	)	(6	)		(2,407	)	(10	)

Total managed loans		74,299			73,035			73,384			70,961			68,201			1,264		2			6,098		9

Assets		79,134			78,550			78,752			75,781			72,246			584		1			6,888		10

Equity		6,361			6,361			6,361			6,361			6,361			—		—			—		—

CREDIT QUALITY ($ millions)
Net charge-offs	$	984		$	951		$	971		$	910		$	853		$	33		3	%	$	131		15	%

Net charge-off ratio		5.30	%		5.21	%		5.29	%		5.13	%		5.00	%		0.09	%				0.30	%
12 month lagged		5.77			5.77			5.86			5.47			5.12			—					0.65

Delinquency ratios:
30+ days		3.98			3.95			4.08			4.02			4.05			0.03					(0.07	)
90+ days		1.85			1.85			1.88			1.80			1.68			-					0.17

Allowance for credit losses	$	431		$	396		$	396		$	396		$	396		$	35		9	%	$	35		9	%
Allowance to period end loans held in portfolio		6.68	%		6.28	%		5.58	%		5.22	%		5.87	%		0.40	%				0.81	%

OTHER DATA
Charge volume ($ billions)	$	42.8		$	40.5		$	38.3		$	43.5		$	39.5		$	2.3		6	%	$	3.3		8	%
New accounts opened (thousands) (3)		895			1,823			975			1,298			2,005			(928	)	(51	)		(1,110	)	(55	)
Credit cards issued (thousands)		51,500		$	52,073			50,978			50,351			48,952			(573	)	(1	)		2,548		5
Number of CardServices.com customers (millions)		4.7			4.2			3.8			3.4			3.0			0.5		12			1.7		57

Paymentech (millions):
Bank card volume	$	39,271		$	37,258		$	34,444		$	35,979		$	30,711		$	2,013		5	%	$	8,560		28	%
Total transactions		1,417			1,342			1,218			1,189			1,063			75		6			354		33

NOTES:

(1)

On a reported basis, income earned on securitized loans is reported in credit card revenue and income earned on seller's interest is reported in net interest income. On a managed basis, net interest income, non-interest income and provision are reported in their respective income statement line.

(2)

These amounts are not included in allowance coverage statistics.

(3)

Net accounts opened includes originations, purchases and sales.

- 31 -



Card Services—Reconciliation of Reported and Managed Data

	2003									2002
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr
INCOME STATEMENT DATA (in millions):
Net interest income—FTE
Reported data for the period	$	414		$	322		$	309		$	393		$	359
Securitization adjustments		1,191			1,156			1,168			1,155			1,165

Managed net interest income		1,605			1,488			1,477			1,548			1,524

Credit card revenue:
Reported data for the period	$	895		$	825		$	774		$	913		$	903
Securitization adjustments		(418	)		(387	)		(358	)		(413	)		(443	)

Managed credit card revenue		477			438			416			500			460

Noninterest income:
Reported data for the period	$	888		$	868		$	781		$	905		$	892
Securitization adjustments		(418	)		(387	)		(358	)		(413	)		(443	)

Managed noninterest income		470			481			423			492			449

Total revenue, net of interest expense:
Reported data for the period	$	1,302		$	1,200		$	1,090		$	1,298		$	1,251
Securitization adjustments		773			769			810			742			722

Managed total revenue, net of interest expense.		2,075			1,969			1,900			2,040			1,973

Provision for credit losses
Reported data for the period	$	246		$	182		$	161		$	168		$	148
Securitization adjustments		773			769			810			742			722

Managed provision for credit losses		1,109			951			971			910			870

BALANCE SHEET—ENDING BALANCES (in millions):
Owned loans:
Held in portfolio	$	6,499		$	6,308		$	7,147		$	7,592		$	6,751
Held for sale (3)		7,729			7,782			5,240			3,989			5,173

Total owned loans		14,178			14,090			12,387			11,581			11,924
Seller's interest and accrued interest receivable		23,285			24,414			25,156			28,526			24,387

Total loans on balance sheet		37,463			38,504			37,543			40,107			36,311
Securitized		36,763			35,832			35,305			33,889			32,858

Total managed loans		74,226			74,336			72,848			73,996			69,169

Total assets:
Reported data for the period	$	42,768		$	43,597		$	42,814		$	45,391		$	40,567
Securitization adjustments		36,763			35,832			35,305			33,889			32,858

Managed total assets		79,531			79,429			78,119			79,280			73,425

- 32 -



Card Services—Reconciliation of Reported and Managed Data

	2003						2002
	3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr
BALANCE SHEET—AVERAGE BALANCES (in millions):
Owned loans:
Held in portfolio	$	6,440	$	7,085	$	7,791	$	7,690	$	5,883
Held for sale (3)		10,001		7,005		4,573		5,635		4,640

Total owned loans		16,441		14,090		12,364		13,325		10,523
Seller's interest and accrued interest receivable		21,829		23,281		26,459		24,145		24,236

Total loans on balance sheet		38,270		37,371		38,823		37,470		34,759
Securitized		36,029		35,664		34,561		33,491		33,442

Total managed loans		74,299		73,035		73,384		70,961		68,201

Total average assets:
Reported data for the period	$	43,105	$	42,886	$	44,191	$	42,290	$	38,804
Securitization adjustments		36,029		35,664		34,561		33,491		33,442

Managed average assets		79,134		78,550		78,752		75,781		72,246

CREDIT QUALITY (in millions):
Net charge-offs
Reported net charge-offs data for the period	$	211	$	182	$	161	$	168	$	131
Securitization adjustments		773		769		810		742		722

Managed net charge-offs		984		951		971		910		853

NOTES:

The Corporation evaluates its Card Services line of business trends on a managed basis which assumes that securitized receivables 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 74 and Note 9, "Credit Card Securitizations," of the December 31, 2002 Form 10-K for additional information related to the Corporation's securitization activity.

- 33 -



Investment Management Group Line of Business Information

	2003 (1)									2002 (1)						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
INCOME STATEMENT DATA ($ millions)
Net interest income—FTE	$	115		$	90		$	89		$	92		$	89		$	25		28	%	$	26		29	%

Banking fees and commissions		88			70			66			57			63			18		26			25		40
Service charges on deposits		5			4			6			5			5			1		25			—		—
Fiduciary and investment management fees		156			154			151			154			156			2		1			—		—
Other income (loss)		8			2			—			1			—			6		N/M			8		N/M

Total noninterest income		257			230			223			217			224			27		12			33		15

Total revenue, net of interest expense (1)		372			320			312			309			313			52		16			59		19

Provision for credit losses		4			6			2			28			2			(2	)	(33	)		2		N/M

Salaries and employee benefits		114			109			107			107			107			5		5			7		7
Other expense		110			84			86			78			77			26		31			33		43

Total noninterest expense before merger and restructuring-related charges (reversals)		224			193			193			185			184			31		16			40		22
Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

Total noninterest expense		224			193			193			185			184			31		16			40		22

Income before income taxes		144			121			117			96			127			23		19			17		13
Applicable income taxes		53			45			44			36			48			8		18			5		10

Net income (1)	$	91		$	76		$	73		$	60		$	79		$	15		20	%	$	12		15	%


FINANCIAL PERFORMANCE
Return on average common equity		31	%		32	%		31	%		25	%		33	%		(1	)%				(2	)%
Efficiency ratio		60			60			62			60			59			—					1

Headcount		4,949			4,086			4,161			4,277			4,300			863		21			649		15

ENDING BALANCES ($ millions)
Loans	$	7,155		$	6,579		$	6,663		$	6,942		$	7,087		$	576		9	%	$	68		1	%
Commercial		3,153			3,014			3,110			3,258			3,160			139		5			(7	)	—
Consumer		4,002			3,565			3,553			3,684			3,927			437		12			75		2
Assets		15,656			8,163			8,345			8,491			8,494			7,493		92			7,162		84

Demand deposits		971			2,036			1,853			1,862			1,744			(1,065	)	(52	)		(773	)	(44	)
Savings		8,327			7,812			7,814			6,937			6,068			515		7			2,259		37
Time		621			655			721			761			783			(34	)	(5	)		(162	)	(21	)
Foreign offices		219			255			215			244			239			(36	)	(14	)		(20	)	(8	)

Total deposits		10,138			10,758			10,603			9,804			8.834			(620	)	(6	)		1,304		15

Equity		1,553			953			954			952			954			600		63			599		63

AVERAGE BALANCES ($ millions)
Loans	$	6,665		$	6,590		$	6,744		$	6,986		$	6,941		$	75		1	%	$	(276	)	(4	)%
Commercial		2,996			3,034			3,139			3,207			3,177			(38	)	(1	)		(181	)	(6	)
Consumer		3,669			3,556			3,605			3,779			3,764			113		3			(95	)	(3	)
Assets		10,700			8,263			8,370			8,566			8,312			2,437		29			2,388		29

- 34 -



Investment Management Group Line of Business Information

	2003 (1)									2002 (1)						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%

Demand deposits		2,019			1,765			1,742			1,726			1,604			254		14			415		26
Savings		8,032			7,678			7,274			6,522			5,913			354		5			2,119		36
Time		633			692			741			780			818			(59	)	(9	)		(185	)	(23	)
Foreign offices		165			184			158			187			211			(19	)	(10	)		(46	)	(22	)

Total deposits		10,849			10,319			9,915			9,215			8,546			530		5			2,303		27

Equity		1,149			954			954			953			954			195		20			195		20

CREDIT QUALITY ($ millions)
Net charge-offs (recoveries):
Commercial	$	5		$	4		$	1		$	13		$	1		$	1		25	%	$	4		N/M
Consumer		(1	)		2			1			—			1			(3	)	N/M			(2	)	N/M

Total net charge-offs		4			6			2			13			2			(2	)	(33	)		2		N/M

Net charge-off ratios:
Commercial		0.67	%		0.53	%		0.13	%		1.62	%		0.13	%		0.14	%				0.54	%
Consumer		(0.11	)		0.22			0.11			—			0.11			(0.33	)				(0.22	)
Total net charge-offs		0.24			0.36			0.12			0.74			0.12			(0.12	)				0.12

Nonperforming assets:
Commercial	$	60		$	67		$	68		$	61		$	39		$	(7	)	(10	)%	$	21		54	%
Consumer		14			13			13			10			8			1		8			6		75

Total nonperforming loans		74			80			81			71			47			(6	)	(8	)		27		57
Other, including other real estate owned ("OREO")		1			2			1			1			1			(1	)	(50	)		—		—

Total nonperforming assets		75			82			82			72			48			(7	)	(9	)		27		56

Allowance for credit losses		40			40			40			40			25			—		—			15		60
Allowance to period end loans		0.56	%		0.61	%		0.60	%		0.58	%		0.35	%		(0.05	)%				0.21	%
Allowance to nonperforming loans		54			50			49			56			53			4					1
Nonperforming assets to related assets		1.05			1.25			1.23			1.04			0.68			(0.20	)				0.37

ASSETS UNDER MANAGEMENT ENDING BALANCES ($ millions)
Mutual Funds	$	100,646		$	102,494		$	97,518		$	101,234		$	91,534		$	(1,848	)	(2	)%	$	9,112		10	%
Other		74,902			68,395			60,747			60,720			57,462			6,507		10			17,440		30

Total assets		175,548			170,889			158,265			161,954			148,996			4,659		3			26,552		18

By type:
Money market		70,820			78,457			73,923			78,624			68,632			(7,637	)	(10	)		2,188		3
Equity		42,150			40,584			35,391			37,031			35,394			1,566		4			6,756		19
Fixed income		62,578			51,848			48,951			46,299			44,970			10,730		21			17,608		39

Total assets		175,548			170,889			158,265			161,954			148,996			4,659		3			26,552		18

By channel:
Private client services		42,970			43,236			41,163			42,680			42,390			(266	)	(1	)		580		1
Retail brokerage		8,139			7,924			7,124			7,008			6,716			215		3			1,423		21
Institutional		93,367			88,087			80,321			77,799			70,196			5,280		6			23,171		33

- 35 -



Investment Management Group Line of Business Information

	2003 (1)									2002 (1)						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
Commercial cash sweep		8,581			7,949			7,689			9,015			8,579			632		8			2		—
Capital markets		2,935			3,049			3,353			4,858			4,724			(114	)	(4	)		(1,789	)	(38	)
External (2)		9,492			11,601			9,809			10,802			8,417			(2,109	)	(18	)		1,075		13
All other direct (3)		10,064			9,043			8,806			9,792			7,974			1,021		11			2,090		26

Total assets		175,548			170,889			158,265			161,954			148,996			4,659		3			26,552		18

MORNINGSTAR RANKINGS
% of customer assets in funds ranked 4 or better		54	%		53	%		54	%		50	%		48	%		1	%				6	%
% of customer assets in funds ranked 3 or better		88			91			88			89			93			(3	)				(5	)

PRIVATE CLIENT SERVICES
Number of private client advisors		622			634			649			676			675			(12	)	(2	)		(53	)	(8	)
Number of private client offices		89			89			90			92			96			—		—			(7	)	(7	)

Total client assets—end of period ($ millions) (4)	$	64,307		$	64,270		$	60,641		$	61,697		$	61,659		$	37		0	%	$	2,648		4	%

Ending balances ($ millions):
Loans		6,604			6,483			6,622			6,894			7,036			121		2			(432	)	(6	)
Deposits		10,548			10,071			9,913			9,250			8,312			477		5			2,236		27

Average balances ($ millions):
Loans		6,492			6,543			6,715			6,938			6,898			(51	)	(1	)		(406	)	(6	)
Deposits		10,125			9,752			9,344			8,693			8,155			373		4			1,970		24

INSURANCE GROUP ($ millions)
Gross revenue (5)	$	160		$	118		$	117		$	113		$	111		$	42		36	%	$	49		44	%

Ending Balances
Invested assets ($ millions)		6,000			337			377			361			387			5,663		N/M			5,613		N/M

Loans($ millions)		415			—			—			—			—			415		N/M			415		N/M

Policies Inforce - Direct/Assumed (thousands)		2,331			1,235			1,249			1,193			1,232			1,096		89			1,099		89

Insurance Inforce - Direct/Assumed ($ millions)		228,095			12,514			12,415			13,023			13,527			215,581		N/M			214,568		N/M
Insurance Inforce - Retained ($ millions)		42,984			12,513			12,414			13,022			13,526			30,471		N/M			29,458		N/M

Insurance Policy and Claims Reserves ($ millions)		6,496			219			223			226			212			6,277		N/M			6,284		N/M

A.M. Best rating (6)		A			—			—			—			—					—					—

NOTES:

(1)

Prior period data has been adjusted for the transfer of corporate trust from Investment Management to the Corporate line of business where it is now reported as discontinued operations.

(2)

Includes broker/dealers, trust companies and registered investment advisors that sell, or offer, One Group Funds.

(3)

One Group Funds invested in other One Group Funds and other mutual funds sub-advised.

(4)

Fiduciary, brokerage, and other related assets (managed and non-managed).

(5)

Includes insurance revenues recorded in other lines of business.

(6)

A.M. Best maintained A ratings with developing implications.

- 36 -

Corporate Line of Business Information

	2003 (1)									2002 (1)						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
INCOME STATEMENT DATA ($ millions)
Net interest income (expense)—FTE (2)	$	(80	)	$	(64	)	$	(68	)	$	8		$	106		$	(16	)	(25	)%	$	(186	)	N/M

Banking fees and commissions		(20	)		(30	)		(17	)		(10	)		(11	)		10		33			(9	)	(82	)
Credit card revenue		(1	)		—			1			—			1			(1	)	—			(2	)	N/M
Service charges on deposits		—			(1	)		(2	)		2			3			1		N/M			(3	)	N/M
Fiduciary and investment management fees		8			8			8			1			3			—		—			5		N/M
Investment securities gains (losses)		37			154			69			116			(17	)		(117	)	(76	)		54		N/M
Trading		(7	)		(1	)		(13	)		(8	)		—			(6	)	N/M			(7	)	—
Other income (loss)		(118	)		37			33			2			(2	)		(155	)	N/M			(116	)	N/M

Total noninterest (loss) income		(101	)		167			79			103			(23	)		(268	)	N/M			(78	)	N/M

Total revenue, net of interest expense		(181	)		103			11			111			83			(284	)	N/M			(264	)	N/M

Provision for credit losses		78			155			89			98			86			(77	)	(50	)		(8	)	(9	)

Salaries and employee benefits		236			246			250			209			217			(10	)	(4	)		19		9
Other expense		(53	)		(42	)		(83	)		(65	)		(12	)		(11	)	(26	)		(41	)	N/M

Total noninterest expense before merger and restructuring-related charges (reversals)		183			204			167			144			205			(21	)	(10	)		(22	)	(11	)
Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

Total noninterest expense		183			204			167			144			205			(21	)	(10	)		(22	)	(11	)

Loss before income tax benefit		(442	)		(256	)		(245	)		(131	)		(208	)		(186	)	(73	)		(234	)	N/M
Applicable income tax benefit		(187	)		(126	)		(123	)		(79	)		(104	)		(61	)	(48	)		(83	)	(80	)

Income (Loss) from continuing operations	$	(255	)	$	(130	)	$	(122	)	$	(52	)	$	(104	)	$	(125	)	(96	)%	$	(151	)	N/M

Discontinued Operations
Income from discontinued operations		14			14			11			16			15			—		—			(1	)	(7	)
Applicable income taxes		5			5			4			6			5			—		—			—		—

Income from discontinued operations	$	9		$	9		$	7		$	10		$	10		$	—		0	%	$	(1	)	(10	)%

Net Income (Loss)	$	(246	)	$	(121	)	$	(115	)	$	(42	)	$	(94	)	$	(125	)	N/M		$	(152	)	N/M

FINANCIAL PERFORMANCE
Headcount		14,719			15,281			15,609			15,387			15,356			(562	)	(4	)%		(637	)	(4	)%

ENDING BALANCES ($ millions)
Non-core portfolios	$	10,403		$	11,991		$	13,632		$	15,296		$	16,873		$	(1,588	)	(13	)%	$	(6,470	)	(38	)%
Other loans		67			443			373			107			800			(376	)	(85	)%		(733	)	(92	)%

Total loans (3)		10,470			12,434			14,005			15,403			17,673			(1,964	)	(16	)%		(7,203	)	(41	)%

Assets		71,092			82,577			84,366			73,836			75,303			(11,485	)	(14	)		(4,211	)	(6	)

Memo:
Treasury investment portfolio		40,545			45,258			41,571			34,192			36,021			(4,713	)	(10	)		4,524		13
Principal investments		2,913			2,602			2,198			2,254			2,371			311		12			542		23

Deposits		13,235			12,821			13,217			15,291			15,892			414		3			(2,657	)	(17	)

Equity		2,314			2,760			2,818			2,944			2,471			(446	)	(16	)		(157	)	(6	)

- 37 -

Corporate Line of Business Information


	2003 (1)									2002 (1)						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%

AVERAGE BALANCES ($ millions)
Non-core portfolios	$	11,146		$	12,758		$	14,450		$	16,070		$	17,644		$	(1,612	)	(13	)%	$	(6,498	)	(37	)%
Other loans		86			258			295			266			250			(172	)	(67	)%		(164	)	(66	)%

Total loans		11,232			13,016			14,745			16,336			17,894			(1,784	)	(14	)%		(6,662	)	(37	)%
Assets		71,392			70,538			70,225			70,756			70,025			854		1			1,367		2

Deposits		12,321			12,598			13,633			14,956			14,097			(277	)	(2	)		(1,776	)	(13	)

Equity		2,519			2,964			3,123			2,746			2,627			(445	)	(15	)		(108	)	(4	)


CREDIT QUALITY ($ millions)
Net charge-offs:
Non-core portfolios		79			83			102			103			84			(4	)	(5	)		(5	)	(6	)
Other loans		3			—			—			2			2			3		—			1		50

Total loans		82			83			102			105			86			(1	)	(1	)		(4	)	(5	)

Non-core portfolios net charge-off ratio		2.84	%		2.60	%		2.82	%		2.56	%		1.90	%		0.24	%				0.94	%

Nonperforming assets:
Non-core portfolios		669			712			792			790			849			(43	)	(6	)		(180	)	(21	)
Other loans		4			7			7			6			8			(3	)	(43	)		(4	)	(50	)

Total loans (4)		673			719			799			796			857			(46	)	(6	)		(184	)	(21	)
Other including OREO		56			3			3			6			6			53		N/M			50		N/M

Total nonperforming assets		729			722			802			802			863			7		1			(134	)	(16	)

Allowance for credit losses		394			398			326			339			345			(4	)	(1	)		49		14
Allowance to period end loans		3.77	%		3.21	%		2.34	%		2.20	%		1.95	%		0.56	%				1.82	%
Allowance to nonperforming loans		59			56			41			43			40			3					19
Nonperforming assets to related assets		6.93			5.81			5.73			5.20			4.88			1.12					2.05

NOTES:

(1)

Prior period data has been adjusted for the transfer of Corporate Trust from Investment Management to the Corporate line of business where it is now reported as discontinued operations.

(2)

Net interest income—FTE includes taxable equivalent adjustments of $7 million, $9 million, $8 million, $8 million, and $10 million for the quarters ended September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002, and September 30, 2002, respectively.

(3)

Includes loans held for sale of $17 million, $18 million, $56 million, $24 million, and $24 million at September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002, and September 30, 2002, respectively. These amounts are not included in allowance coverage statistics.

(4)

Includes loans held for sale of $5 million, $3 million and $3 million at September 30, 2003, June 30, 2003 and March 31, 2003, respectively. There were no loans held for sale as of December 31, 2002 and September 30, 2002. These amounts are not included in allowance coverage statistics.

- 38 -

Non-Core Portfolios

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%


INCOME STATEMENT DATA ($ millions)
Net interest income—FTE	$	91		$	103		$	114		$	128		$	144		$	(12	)	(12	)%	$	(53	)	(37	)%

Banking fees and commissions		2			—			—			—			—			2		—			2		—
Other income (loss)		(1	)		(5	)		—			—			—			4		80			(1	)	—

Total noninterest income		1			(5	)		—			—			—			6		N/M			1		—

Total revenue, net of interest expense		92			98			114			128			144			(6	)	(6	)		(52	)	(36	)

Provision for credit losses		74			156			89			97			84			(82	)	(53	)		(10	)	(12	)

Salaries and employee benefits		—			4			5			4			4			(4	)	N/M			(4	)	N/M
Other expense		37			46			42			40			39			(9	)	(20	)		(2	)	(5	)

Total noninterest expense before merger and restructuring-related charges (reversals)		37			50			47			44			43			(13	)	(26	)		(6	)	(14	)
Merger and restructuring-related charges (reversals)		—			—			—			—			—			—		—			—		—

Total noninterest expense		37			50			47			44			43			(13	)	(26	)		(6	)	(14	)

Income / (Loss) before income tax (benefit)		(19	)		(108	)		(22	)		(13	)		17			89		82			(36	)	N/M
Applicable income tax (benefit)		(7	)		(39	)		(8	)		(5	)		6			32		82			(13	)	N/M

Net income (Loss)	$	(12	)	$	(69	)	$	(14	)	$	(8	)	$	11		$	57		83	%	$	(23	)	N/M

FINANCIAL PERFORMANCE
Return on average common equity		(3	)%		(20	)%		(4	)%		(2	)%		3	%		17	%				(6	)%
Efficiency ratio		40			51			41			34			30			(11	)				10

Headcount		—			107			265			294			300			(107	)	N/M			(300	)	N/M

ENDING BALANCES ($ millions)
Home equity	$	8,266		$	9,085		$	10,105		$	11,009		$	11,856		$	(819	)	(9	)%	$	(3,590	)	(30	)%
Vehicle loans and leases		2,137			2,906			3,527			4,287			5,017			(769	)	(26	)		(2,880	)	(57	)

Total loans (1)		10,403			11,991			13,632			15,296			16,873			(1,588	)	(13	)		(6,470	)	(38	)

Equity		1,415			1,415			1,415			1,415			1,415			—		—			—		—

AVERAGE BALANCES ($ millions)
Home equity	$	8,817		$	9,575		$	10,585		$	11,440		$	12,301		$	(758	)	(8	)%	$	(3,484	)	(28	)%
Vehicle loans and leases		2,329			3,183			3,865			4,630			5,343			(854	)	(27	)		(3,014	)	(56	)

Total loans		11,146			12,758			14,450			16,070			17,644			(1,612	)	(13	)		(6,498	)	(37	)

Equity		1,415			1,415			1,415			1,415			1,415			—		—			—		—

- 39 -

Non-Core Portfolios

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%


CREDIT QUALITY ($ millions)
Net charge-offs:
Home equity	$	62		$	60		$	73		$	79		$	68		$	2		3	%	$	(6	)	(9	)%
Vehicle leases and other loans		17			23			29			24			16			(6	)	(26	)		1		6

Total net charge-offs		79			83			102			103			84			(4	)	(5	)		(5	)	(6	)

Net charge-off ratios:
Home equity		2.81	%		2.51	%		2.76	%		2.76	%		2.21	%		0.30	%				0.60	%
Vehicle lease and other loans		2.92			2.89			3.00			2.07			1.20			0.03					1.72
Total net charge-offs		2.84			2.60			2.82			2.56			1.90			0.24					0.94

Nonperforming assets:
Nonperforming loans (2)	$	669		$	712		$	792		$	790		$	849		$	(43	)	(6	)%	$	(180	)	(21	)%
Other, including other real estate owned ("OREO")		56			—			—			—			—			56		—			56		—

Total nonperforming assets		725			712			792			790			849			13		2			(124	)	(15	)

Allowance for credit losses ($ millions)		391			395			322			335			341			(4	)	(1	)		50		15
Allowance to period end loans		3.77	%		3.30	%		2.37	%		2.19	%		2.02	%		0.47	%				1.75	%
Allowance to nonperforming loans		59			56			41			42			40			3					19
Nonperforming assets to related assets		6.93			5.94			5.81			5.16			5.03			0.99					1.90

NOTES:

(1)

Includes loans held for sale of $18 million, $18 million, $56 million, $24 million, and $24 million at September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002 and September 30, 2002, respectively. These amounts are not included in allowance coverage statistics.

(2)

Includes loans held for sale of $5 million, $3 million, and $3 million at September 30, 2003, June 30, 2003, and March 31, 2003, respectively. There were no loans held for sale as of December 31, 2002 and September 30, 2002. These amounts are not included in allowance coverage statistics.

- 40 -



Consolidated Balance Sheets—Reported Basis

	2003									2002						Change from
	Sept 30			June 30			Mar 31			Dec 31			Sept 30			June 30, 2003					Sept 30, 2002
																Amt			%		Amt			%
ASSETS ($ millions)
Cash and due from banks	$	16,814		$	19,529		$	16,731		$	17,920		$	21,699		$	(2,715	)	(14)	%	$	(4,885	)	(23)	%
Interest-bearing due from banks		3,486			5,909			8,488			1,503			2,960			(2,423	)	(41	)		526		18
Federal funds sold and securities under resale agreements		13,786			21,639			17,897			17,356			8,062			(7,853	)	(36	)		5,724		71
Trading assets		13,626			11,478			9,968			7,190			6,367			2,148		19			7,259		N/M
Derivative product assets		5,603			5,343			4,557			4,273			4,205			260		5			1,398		33
Investment securities		76,145			75,177			71,263			67,643			66,129			968		1			10,016		15
Loans (1)		141,710			144,583			144,747			148,125			150,389			(2,873	)	(2	)		(8,679	)	(6	)
Allowance for credit losses		(4,374	)		(4,498	)		(4,526	)		(4,525	)		(4,518	)		124		3			144		3

Loans, net		137,336			140,085			140,221			143,600			145,871			(2,749	)	(2	)		(8,535	)	(6	)
Other assets		23,210			20,303			18,739			17,898			18,894			2,907		14			4,316		23

Total assets	$	290,006		$	299,463		$	287,864		$	277,383		$	274,187		$	(9,457	)	(3)	%	$	15,819		6	%

LIABILITIES ($ millions)
Deposits:
Demand	$	25,191		$	34,361		$	36,019		$	34,325		$	30,870		$	(9,170	)	(27)	%	$	(5,679	)	(18)	%
Savings		96,170			95,221			87,945			88,934			85,245			949		1			10,925		13
Time		24,263			25,977			28,063			30,512			32,265			(1,714	)	(7	)		(8,002	)	(25	)
Foreign offices		17,787			16,456			15,048			16,237			15,656			1,331		8			2,131		14

Total deposits		163,411			172,015			167,075			170,008			164,036			(8,604	)	(5	)		(625	)	—
Federal funds purchased and securities sold under repurchase agreements		24,464			25,382			19,307			14,578			15,499			(918	)	(4	)		8,965		58
Other short-term borrowings		11,098			13,526			12,803			12,306			12,810			(2,428	)	(18	)		(1,712	)	(13	)
Long-term debt		44,225			46,070			44,950			43,234			42,481			(1,845	)	(4	)		1,744		4
Insurance policy and claims reserves		6,496			219			223			226			212			6,277		N/M			6,284		N/M
Derivative product liabilities		4,688			4,188			3,983			3,838			3,886			500		12			802		21
Other liabilities		13,213			15,806			17,207			10,753			13,338			(2,593	)	(16	)		(125	)	(1	)

Total liabilities		267,595			277,206			265,548			254,943			252,262			(9,611	)	(3	)		15,333		6

STOCKHOLDERS’ EQUITY ($ millions)
Common stock	$	12		$	12		$	12		$	12		$	12		$	—		—	%	$	—		—	%
Surplus		10,254			10,240			10,246			10,239			10,224			14		—			30		—
Retained earnings		14,816			14,213			13,594			13,020			12,423			603		4			2,393		19
Accumulated other adjustments to stockholders’ equity		(75	)		(76	)		(36	)		(8	)		26			1		1			(101	)	N/M
Deferred compensation		(220	)		(245	)		(275	)		(157	)		(177	)		25		10			(43	)	(24	)
Treasury stock		(2,376	)		(1,887	)		(1,225	)		(666	)		(583	)		(489	)	(26	)		(1,793	)	N/M

Total stockholders’ equity		22,411			22,257			22,316			22,440			21,925			154		1			486		2

Total liabilities and stockholders’ equity	$	290,006		$	299,463		$	287,864		$	277,383		$	274,187		$	(9,457	)	(3)	%	$	15,819		6	%

Common Shares—period-end (millions):
Issued		1,181			1,181			1,181			1,181			1,181			—		—	%		—		—	%
Treasury shares		63			51			33			17			14			12		24			49		N/M

Outstanding		1,118			1,130			1,148			1,164			1,167			(12	)	(1	)		(49	)	(4	)

NOTES:

(1)

Loans includes loans held for sale of $3.0 billion, $10.2 billion, $7.9 billion, $6.9 billion and $7.9 billion at September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002 and September 30, 2002, respectively. These amounts are not included in allowance coverage ratios.

- 41 -

Credit Quality Statistics—Reported Basis

	2003									2002						Change from
		3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr		2Q03						3Q02
																Amt			%		Amt			%
($ millions)
Provision for credit losses	$	416		$	461		$	496		$	628		$	587		$	(45	)	(10	)%	$	(171	)	(29	)%

Gross charge-offs		642			618			597			700			648			24		4			(6	)	(1	)
Recoveries		102			129			102			78			75			(27	)	(21	)		27		36

Total net charge-offs		540			489			495			622			573			51		10			(33	)	(6	)

Net charge-offs:
Retail (1)		144			113			102			134			117			31		27			27		23
Commercial Banking:
Corporate Banking (1)		56			63			81			148			160			(7	)	(11	)		(104	)	(65	)
Middle Market Banking		43			42			47			54			77			1		2			(34	)	(44	)

Total Commercial Banking		99			105			128			202			237			(6	)	(6	)		(138	)	(58	)
Card Services		211			182			161			168			131			29		16			80		61
Investment Management		4			6			2			13			2			(2	)	(33	)		2		N/M
Corporate		82			83			102			105			86			(1	)	(1	)		(4	)	(5	)

Total net charge-offs		540			489			495			622			573			51		10			(33	)	(6	)

Memo: Card Services—Managed Basis		984			951			971			910			853			33		3			131		15

Net charge-off ratios:
Retail		1.05	%		0.85	%		0.78	%		1.04	%		0.95	%		0.20	%				0.10	%
Commercial Banking:
Corporate Banking		0.81			0.86			1.07			1.88			2.03			(0.05	)				(1.22	)
Middle Market Banking		0.62			0.58			0.64			0.70			0.96			0.04					(0.34	)
Total Commercial Banking		0.72			0.72			0.85			1.30			1.49			—					(0.77	)
Card Services		5.13			5.17			5.24			5.05			4.99			(0.04	)				0.14
Investment Management		0.24			0.36			0.12			0.74			0.12			(0.12	)				0.12
Corporate		2.92			2.55			2.77			2.57			1.92			0.37					1.00
Net charge-offs to average loans		1.50			1.35			1.35			1.65			1.55			0.15					(0.05	)

Memo: Card Services—Managed Basis		5.30			5.21			5.29			5.13			5.00			0.09					0.30

Allowance for credit losses—period-end	$	4,374		$	4,498		$	4,526		$	4,525		$	4,518		$	(124	)	(3	)%	$	(144	)	(3	)%

Nonperforming assets—period-end:
Nonperforming loans:
Retail (1)		573			570			558			535			577			3		1			(4	)	(1	)
Commercial Banking:
Corporate Banking (1)		526			705			814			873			1,010			(179	)	(25	)		(484	)	(48	)
Middle Market Banking		861			988			947			1,001			1,030			(127	)	(13	)		(169	)	(16	)

Total Commercial Banking		1,387			1,693			1,761			1,874			2,040			(306	)	(18	)		(653	)	(32	)
Investment Management		74			80			81			71			47			(6	)	(8	)		27		57
Corporate		673			719			799			796			857			(46	)	(6	)		(184	)	(21	)

Total nonperforming loans (2)		2,707			3,062			3,199			3,276			3,521			(355	)	(12	)		(814	)	(23	)
Other, including other real estate owned		214			245			254			251			214			(31	)	(13	)		—		—

Total nonperforming assets	$	2,921		$	3,307		$	3,453		$	3,527		$	3,735		$	(386	)	(12	)%	$	(814	)	(22	)%

- 42 -

Credit Quality Statistics—Reported Basis

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
Nonperforming assets to related assets		2.06	%		2.28	%		2.38	%		2.38	%		2.48	%		(0.22	)%				(0.42	)%
Allowance to period end loans		3.34			3.35			3.31			3.20			3.17			(0.01	)				0.17
Allowance to nonperforming loans		162			147			142			139			132			15					30

Credit card delinquency rate:
Reported Basis
30+ days		3.82			3.22			2.81			2.95			2.74			0.60					1.08
90+ days		1.78			1.49			1.30			1.38			1.11			0.29					0.67
Managed Basis
30+ days		3.98			3.95			4.08			4.02			4.05			0.03					(0.07	)
90+ days		1.85			1.85			1.88			1.80			1.68			-					0.17

COMMERCIAL LOAN SALES ($ millions)

Loans sold and loans transferred to loans held for sale: (1) (3)
Nonperforming loans	$	132		$	28		$	75		$	43		$	129		$	104		N/M		$	3		2	%
Other loans with credit related losses		121			217			84			47			65			(96	)	(44	)		56		86
Other loans		4			41			73			69			108			(37	)	(90	)		(104	)	(96	)

Total	$	257		$	286		$	232		$	159		$	302		$	(29	)	(10	)%	$	(45	)	(15	)%

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: (4) (5)
Nonperforming loans	$	22		$	1		$	10		$	—		$	5		$	21		N/M		$	17		N/M
Other loans with credit related losses		11			21			10			5			6			(10	)	(48	)		5		83

Total charge-offs to allowance		33			22			20			5			11			11		50			22		N/M
(Gains)/losses on loans sold and held for sale		(25	)		(14	)		(8	)		(3	)		12			(11	)	(79	)		(37	)	N/M

Total	$	8		$	8		$	12		$	2		$	23		$	—		—	%	$	(15	)	(65	)%

NOTES:

(1)

Prior period amounts have been restated to conform to the current period presentation.

(2)

Nonperforming loans includes loans held for sale of $5 million, $11 million, $22 million, $22 million and $93 million at September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002 and September 30, 2002, respectively. These amounts are not included in allowance coverage statistics.

(3)

Second quarter 2003 includes loans reclassified to loans held for sale of approximately $4 million in other loans.

(4)

These charge-offs are included in Commercial Banking net charge-offs.

(5)

When loans are reclassified to loans held for sale appropriate charge-offs are recorded. Subsequent write-downs in market value on loans held for sale are reflected in other income / loss. There were no charge-offs on loans reclassified to held for sale in the first quarter of 2003.

- 43 -

Capital and Intangible Assets

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
SELECTED CAPITAL RATIOS

Regulatory risk-based capital:
Tier 1 capital	$	23,708		$	23,721		$	23,832		$	23,918		$	23,428		$	(13	)	—		$	280		1	%
Tier 2 capital		9,180			9,316			9,035			9,201			8,650			(136	)	(1	)		530		6

Total capital	$	32,888		$	33,037		$	32,867		$	33,119		$	32,078		$	(149	)	—		$	810		3	%

Total risk-weighted assets	$	243,130		$	243,779		$	238,529		$	241,468		$	247,050		$	(649	)	—		$	(3,920	)	(2	)%

Risk-based capital ratios:
Tier 1 capital		9.8	%		9.7	%		10.0	%		9.9	%		9.5	%		0.1	%				0.3	%
Total capital		13.5			13.6			13.8			13.7			13.0			(0.1	)				0.5
Leverage		8.4			8.7			8.9			8.9			9.0			(0.3	)				(0.6	)

INTANGIBLE ASSETS ($ millions)

Goodwill	$	2,005		$	1,893		$	1,894		$	1,882		$	1,829		$	112		6	%	$	176		10	%
Other nonqualifying intangibles		302			303			239			256			215			(1	)	—			87		40

Subtotal		2,307			2,196			2,133			2,138			2,044			111		5			263		13
Qualifying intangibles		502			474			402			415			421			28		6			81		19

Total intangibles	$	2,809		$	2,670		$	2,535		$	2,553		$	2,465		$	139		5	%	$	344		14	%

- 44 -

Average Balance Sheets, Yields & Rates—Reported Basis

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
AVERAGE BALANCE SHEET ($ millions)
Assets
Short-term investments	$	17,029		$	17,775		$	17,672		$	15,338		$	9,484		$	(746	)	(4	)%	$	7,545		80	%
Trading assets		11,669			10,211			8,414			6,995			6,426			1,458		14			5,243		82
Investment securities:
U.S. government and federal agency		36,937			33,356			29,030			28,549			30,331			3,581		11			6,606		22
States and political subdivisions		1,278			1,237			1,169			1,177			1,171			41		3			107		9
Other		33,523			32,142			34,851			34,350			35,230			1,381		4			(1,707	)	(5	)

Total investment securities		71,738			66,735			65,050			64,076			66,732			5,003		7			5,006		8
Loans (1)		144,162			144,635			146,419			150,531			148,152			(473	)	—			(3,990	)	(3	)

Total earning assets		244,598			239,356			237,555			236,940			230,794			5,242		2			13,804		6
Allowance for credit losses		(4,479	)		(4,535	)		(4,558	)		(4,566	)		(4,533	)		56		1			54		1
Other assets—nonearning		43,090			41,452			38,892			37,888			36,277			1,638		4			6,813		19

Total assets	$	283,209		$	276,273		$	271,889		$	270,262		$	262,538		$	6,936		3	%	$	20,671		8	%

Liabilities and Stockholders' Equity
Deposits—interest-bearing: (2)
Savings	$	10,453		$	10,260		$	9,662		$	10,076		$	9,953		$	193		2	%	$	500		5	%
Money market		64,728			62,881			60,886			58,003			54,537			1,847		3			10,191		19
Time		25,014			27,104			29,401			31,483			33,340			(2,090	)	(8	)		(8,326	)	(25	)
Foreign offices (3)		16,244			15,985			14,513			14,776			14,634			259		2			1,610		11

Total deposits—interest-bearing		116,439			116,230			114,462			114,338			112,464			209		—			3,975		4
Federal funds purchased and securities under repurchase agreements		23,003			20,383			16,866			14,950			15,115			2,620		13			7,888		52
Other short-term borrowings		11,216			13,413			12,433			12,270			9,802			(2,197	)	(16	)		1,414		14
Long-term debt (4)		45,248			45,014			44,630			43,180			43,229			234		1			2,019		5

Total interest-bearing liabilities		195,906			195,040			188,391			184,738			180,610			866		—			15,296		8
Noninterest-bearing deposits		45,995			44,077			46,397			48,521			45,201			1,918		4			794		2
Other liabilities		19,096			14,694			14,480			14,760			14,646			4,402		30			4,450		30
Common stockholders' equity		22,212			22,462			22,621			22,243			22,081			(250	)	(1	)		131		1

Total liabilities and equity	$	283,209		$	276,273		$	271,889		$	270,262		$	262,538		$	6,936		3	%	$	20,671		8	%

- 45 -

Average Balance Sheets, Yields & Rates - Reported Basis

	2003						2002				Change from
	3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2Q03					3Q02
											Amt			%		Amt			%
INCOME / EXPENSE ($ millions)
Assets
Short-term investments	$	41	$	50	$	54	$	48	$	38	$	(9	)	(18	)%	$	3		8	%
Trading assets (5)		100		87		74		67		66		13		15			34		52
Investment securities: (5)
U.S. government and federal agency		366		336		280		338		401		30		9			(35	)	(9	)
States and political subdivisions		21		21		20		20		21		—		—			—		—
Other		466		444		481		521		558		22		5			(92	)	(16	)

Total investment securities		853		801		781		879		980		52		6			(127	)	(13	)
Loans (1) (5)		2,219		2,231		2,315		2,477		2,478		(12	)	(1	)		(259	)	(10	)

Total earning assets	$	3,213	$	3,169	$	3,224	$	3,471	$	3,562	$	44		1	%	$	(349	)	(10	)%


Liabilities
Deposits—interest-bearing: (2)
Savings	$	19	$	14	$	14	$	20	$	17	$	5		36	%	$	2		12	%
Money market		154		171		174		202		199		(17	)	(10	)		(45	)	(23	)
Time		251		274		306		342		374		(23	)	(8	)		(123	)	(33	)
Foreign offices (3)		59		65		61		66		75		(6	)	(9	)		(16	)	(21	)

Total deposits—interest-bearing		483		524		555		630		665		(41	)	(8	)		(182	)	(27	)
Federal funds purchased and securities under repurchase agreements		70		73		62		63		73		(3	)	(4	)		(3	)	(4	)
Other short-term borrowings		81		90		87		90		77		(9	)	(10	)		4		5
Long-term debt (4)		452		473		499		508		521		(21	)	(4	)		(69	)	(13	)

Total interest-bearing liabilities	$	1,086	$	1,160	$	1,203	$	1,291	$	1,336	$	(74	)	(6	)%	$	(250	)	(19	)%


Interest income/earning assets	$	3,213	$	3,169	$	3,224	$	3,471	$	3,562	$	44		1	%	$	(349	)	(10	)%
Interest expense/earning assets		1,086		1,160		1,203		1,291		1,336		(74	)	(6	)		(250	)	(19	)

Net interest income/margin	$	2,127	$	2,009	$	2,021	$	2,180	$	2,226	$	118		6	%	$	(99	)	(4	)%

- 46 -

Average Balance Sheets, Yields & Rates—Reported Basis

	2003						2002				Change from
	3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2Q03			3Q02
											Amt	%		Amt	%
YIELDS AND RATES
Assets
Short-term investments	0.96	%	1.13	%	1.24	%	1.24	%	1.59	%		(0.17	)%		(0.63	)%
Trading assets (5)	3.40		3.42		3.57		3.80		4.07			(0.02	)		(0.67	)
Investment securities: (5)
U.S. government and federal agency	3.93		4.04		3.91		4.70		5.25			(0.11	)		(1.32	)
States and political subdivisions	6.52		6.81		6.94		6.74		7.11			(0.29	)		(0.59	)
Other	5.52		5.54		5.60		6.02		6.28			(0.02	)		(0.76	)
Total investment securities	4.72		4.81		4.87		5.44		5.83			(0.09	)		(1.11	)
Loans (1)	6.11		6.19		6.41		6.53		6.64			(0.08	)		(0.53	)
Total earning assets	5.21		5.31		5.50		5.81		6.12			(0.10	)		(0.91	)

Liabilities
Deposits—interest-bearing: (2)
Savings	0.72		0.55		0.59		0.79		0.68			0.17			0.04
Money market	0.94		1.09		1.16		1.38		1.45			(0.15	)		(0.51	)
Time	3.98		4.05		4.22		4.31		4.45			(0.07	)		(0.47	)
Foreign offices (3)	1.44		1.63		1.70		1.77		2.03			(0.19	)		(0.59	)
Total deposits—interest-bearing	1.65		1.81		1.97		2.19		2.35			(0.16	)		(0.70	)
Federal funds purchased and securities under repurchase agreements	1.21		1.44		1.49		1.67		1.92			(0.23	)		(0.71	)
Other short-term borrowings	2.87		2.69		2.84		2.91		3.12			0.18			(0.25	)
Long-term debt (4)	3.96		4.21		4.53		4.67		4.78			(0.25	)		(0.82	)
Total interest-bearing liabilities	2.20		2.39		2.59		2.77		2.93			(0.19	)		(0.73	)

Interest income/earning assets	5.21		5.31		5.50		5.81		6.12			(0.10	)		(0.91	)
Interest expense/earning assets	1.76		1.94		2.05		2.16		2.29			(0.18	)		(0.53	)

Net interest margin	3.45	%	3.37	%	3.45	%	3.65	%	3.83	%		0.08	%		(0.38	)%

NOTES:

(1)

Nonperforming loans are included in average balances used to determine average rate.

(2)

On a consolidated basis, demand deposits 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.

(3)

Includes international banking facility deposit balances in domestic offices and balances of Edge Act and overseas offices.

(4)

Includes trust preferred capital securities.

(5)

Includes tax-equivalent adjustments based on federal income tax rate of 35%.

- 47 -

Average Balance Sheets, Yields & Rates—YTD—Reported Basis


	Nine Months Ended September 30
	2003							2002
	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate

AVERAGE BALANCE SHEET ($ millions)
Assets
Short-term investments	$	17,490		$	145	1.11	%	$	10,770		$	122	1.51	%
Trading assets (1)		10,110			261	3.45			6,536			191	3.91
Investment securities: (1)
U.S. government and federal agency		33,137			982	3.96			27,640			1,117	5.40
States and political subdivisions		1,228			62	6.75			1,212			66	7.28
Other		33,500			1,391	5.55			32,478			1,543	6.35

Total investment securities		67,865			2,435	4.80			61,330			2,726	5.94
Loans (2)		145,064			6,765	6.24			150,898			7,522	6.66

Total earning assets		240,529		$	9,606	5.34			229,534		$	10,561	6.15

Allowance for credit losses		(4,524	)						(4,539	)
Other assets—nonearning		41,160							35,588

Total assets	$	277,165						$	260,583

Liabilities and Stockholders’ Equity
Deposits—interest-bearing: (3)
Savings	$	10,128		$	47	0.62	%	$	11,217		$	65	0.77	%
Money market		58,319			499	1.14			56,127			569	1.36
Time		27,157			831	4.09			35,404			1,233	4.66
Foreign offices (4)		15,517			185	1.59			14,332			214	2.00

Total deposits—interest-bearing		111,121			1,562	1.88			117,080			2,081	2.38
Federal funds purchased and securities under repurchase agreements		20,106			205	1.36			14,947			208	1.86
Other short-term borrowings		12,349			258	2.79			7,745			172	2.97
Long-term debt (5)		44,966			1,424	4.23			43,374			1,580	4.87

Total interest-bearing liabilities		188,542		$	3,449	2.45			183,146		$	4,041	2.95

Noninterest-bearing deposits		50,085							41,908
Other liabilities		16,108							14,013
Common stockholders’ equity		22,430							21,516

Total liabilities and equity	$	277,165						$	260,583

Interest income/earning assets				$	9,606	5.34					$	10,561	6.15
Interest expense/earning assets					3,449	1.92						4,041	2.35

Net interest income/margin				$	6,157	3.42	%				$	6,520	3.80	%

NOTES:

(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)

(4)

Includes international banking facility deposit balances in domestic offices and balances of Edge Act and overseas offices.

(5)

Includes trust preferred capital securities.

- 48 -

Average Balance Sheets, Yields & Rates—Managed Basis

	2003									2002						Change from
	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2Q03					3Q02
																Amt			%		Amt			%
AVERAGE BALANCE SHEET ($ millions)
Assets
Short-term investments	$	17,029		$	17,775		$	17,672		$	15,338		$	9,484		$	(746	)	(4)	%	$	7,545		80	%
Trading assets		11,669			10,211			8,414			6,995			6,426			1,458		14			5,243		82
Investment securities:
U.S. government and federal agency		36,937			33,356			29,030			28,549			30,331			3,581		11			6,606		22
States and political subdivisions		1,278			1,237			1,169			1,177			1,171			41		3			107		9
Other		12,268			9,420			8,958			10,212			10,994			2,848		30			1,274		12

Total investment securities		50,483			44,013			39,157			39,938			42,496			6,470		15			7,987		19
Loans (1)		202,020			203,580			207,439			208,167			205,830			(1,560	)	(1	)		(3,810	)	(2	)

Total earning assets		281,201			275,579			272,682			270,438			264,236			5,622		2			16,965		6
Allowance for credit losses		(4,479	)		(4,535	)		(4,558	)		(4,566	)		(4,533	)		56		1			54		1
Other assets—nonearning		42,516			40,893			38,326			37,881			36,277			1,623		4			6,239		17

Total assets	$	319,238		$	311,937		$	306,450		$	303,753		$	295,980		$	7,301		2	%	$	23,258		8	%

Liabilities and Stockholders' Equity
Deposits—interest-bearing: (2)
Savings	$	10,453		$	10,260		$	9,662		$	10,076		$	9,953		$	193		2	%	$	500		5	%
Money market		64,728			62,881			60,886			58,003			54,537			1,847		3			10,191		19
Time		25,014			27,104			29,401			31,483			33,340			(2,090	)	(8	)		(8,326	)	(25	)
Foreign offices (3)		16,244			15,985			14,513			14,776			14,634			259		2			1,610		11

Total deposits—interest-bearing		116,439			116,230			114,462			114,338			112,464			209		—			3,975		4
Federal funds purchased and securities under repurchase agreements		23,003			20,383			16,866			14,950			15,115			2,620		13			7,888		52
Other short-term borrowings		47,245			49,077			46,994			45,761			43,244			(1,832	)	(4	)		4,001		9
Long-term debt (4)		45,248			45,014			44,630			43,180			43,229			234		1			2,019		5

Total interest-bearing liabilities		231,935			230,704			222,952			218,229			214,052			1,231		1			17,883		8
Noninterest-bearing deposits		45,995			44,077			46,397			48,521			45,201			1,918		4			794		2
Other liabilities		19,096			14,694			14,480			14,760			14,646			4,402		30			4,450		30
Common stockholders' equity		22,212			22,462			22,621			22,243			22,081			(250	)	(1	)		131		1

Total liabilities and equity	$	319,238		$	311,937		$	306,450		$	303,753		$	295,980		$	7,301		2	%	$	23,258		8	%

- 49 -

Average Balance Sheets, Yields & Rates—Managed Basis

	2003						2002				Change from
	3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2Q03					3Q02
											Amt			%		Amt			%
INCOME / EXPENSE ($ millions)
Assets
Short-term investments	$	41	$	50	$	54	$	48	$	38	$	(9	)	(18)	%	$	3		8	%
Trading assets (5)		100		87		74		67		66		13		15			34		52
Investment securities: (5)
U.S. government and federal agency		366		336		280		338		401		30		9			(35	)	(9	)
States and political subdivisions		21		21		20		20		21		—		—			—		—
Other		115		80		76		87		95		35		44			20		21

Total investment securities		502		437		376		445		517		65		15			(15	)	(3	)
Loans (1) (5)		3,920		3,916		4,054		4,248		4,303		4		—			(383	)	(9	)

Total earning assets	$	4,563	$	4,490	$	4,558	$	4,808	$	4,924	$	73		2	%	$	(361	)	(7)	%


Liabilities
Deposits—interest-bearing: (2)
Savings	$	19	$	14	$	14	$	20	$	17	$	5		36	%	$	2		12	%
Money market		154		171		174		202		199		(17	)	(10	)		(45	)	(23	)
Time		251		274		306		342		374		(23	)	(8	)		(123	)	(33	)
Foreign offices (3)		59		65		61		66		75		(6	)	(9	)		(16	)	(21	)

Total deposits—interest-bearing		483		524		555		630		665		(41	)	(8	)		(182	)	(27	)
Federal funds purchased and securities under repurchase agreements		70		73		62		63		73		(3	)	(4	)		(3	)	(4	)
Other short-term borrowings		240		255		253		272		275		(15	)	(6	)		(35	)	(13	)
Long-term debt (4)		452		473		499		508		521		(21	)	(4	)		(69	)	(13	)

Total interest-bearing liabilities	$	1,245	$	1,325	$	1,369	$	1,473	$	1,534	$	(80	)	(6)	%	$	(289	)	(19)	%


Interest income/earning assets	$	4,563	$	4,490	$	4,558	$	4,808	$	4,924	$	73		2	%	$	(361	)	(7)	%
Interest expense/earning assets		1,245		1,325		1,369		1,473		1,534		(80	)	(6	)		(289	)	(19	)

Net interest income/margin	$	3,318	$	3,165	$	3,189	$	3,335	$	3,390	$	153		5	%	$	(72	)	(2)	%

- 50 -

Average Balance Sheets, Yields & Rates—Managed Basis

	2003						2002				Change from
	3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2Q03			3Q02
											Amt	%		Amt	%
YIELDS AND RATES
Assets
Short-term investments	0.96	%	1.13	%	1.24	%	1.24	%	1.59	%		(0.17)	%		(0.63)	%
Trading assets (5)	3.40		3.42		3.57		3.80		4.07			(0.02	)		(0.67	)
Investment securities: (5)
U.S. government and federal agency	3.93		4.04		3.91		4.70		5.25			(0.11	)		(1.32	)
States and political subdivisions	6.52		6.81		6.94		6.74		7.11			(0.29	)		(0.59	)
Other	3.72		3.41		3.44		3.38		3.43			0.31			0.29
Total investment securities	3.95		3.98		3.89		4.42		4.83			(0.03	)		(0.88	)
Loans (1)	7.70		7.72		7.93		8.10		8.29			(0.02	)		(0.59	)
Total earning assets	6.44		6.54		6.78		7.05		7.39			(0.10	)		(0.95	)


Liabilities
Deposits—interest-bearing: (2)
Savings	0.72		0.55		0.59		0.79		0.68			0.17			0.04
Money market	0.94		1.09		1.16		1.38		1.45			(0.15	)		(0.51	)
Time	3.98		4.05		4.22		4.31		4.45			(0.07	)		(0.47	)
Foreign offices (3)	1.44		1.63		1.70		1.77		2.03			(0.19	)		(0.59	)
Total deposits—interest-bearing	1.65		1.81		1.97		2.19		2.35			(0.16	)		(0.70	)
Federal funds purchased and securities under repurchase agreements	1.21		1.44		1.49		1.67		1.92			(0.23	)		(0.71	)
Other short-term borrowings	2.02		2.08		2.18		2.36		2.52			(0.06	)		(0.50	)
Long-term debt (4)	3.96		4.21		4.53		4.67		4.78			(0.25	)		(0.82	)
Total interest-bearing liabilities	2.13		2.30		2.49		2.68		2.84			(0.17	)		(0.71	)


Interest income/earning assets	6.44		6.54		6.78		7.05		7.39			(0.10	)		(0.95	)
Interest expense/earning assets	1.76		1.93		2.04		2.16		2.30			(0.17	)		(0.54	)

Net interest margin	4.68	%	4.61	%	4.74	%	4.89	%	5.09	%		0.07	%		(0.41)	%

NOTES:

(1)

Nonperforming loans are included in average balances used to determine average rate.

(2)

(3)

Includes international banking facilities deposit balances in domestic offices and balances of Edge Act and overseas offices.

(4)		Includes trust preferred capital securities.
(5)		Includes tax-equivalent adjustments based on federal income tax rate of 35%.

- 51 -

Average Balance Sheets, Yields & Rates—YTD—Managed Basis


	Nine Months Ended September 30
	2003							2002
	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate

AVERAGE BALANCE SHEET ($ millions)
Assets
Short-term investments	$	17,490		$	145	1.11	%	$	10,770		$	122	1.51	%
Trading assets (1)		10,110			261	3.45			6,536			191	3.91
Investment securities: (1)
U.S. government and federal agency		33,137			982	3.96			27,640			1,117	5.40
States and political subdivisions		1,228			62	6.75			1,212			66	7.28
Other		10,227			271	3.54			9,583			268	3.74

Total investment securities		44,592			1,315	3.94			38,435			1,451	5.05
Loans (1)(2)		204,327			11,890	7.78			208,978			13,133	8.40

Total earning assets		276,519		$	13,611	6.58			264,719		$	14,897	7.52

Allowance for credit losses		(4,524	)						(4,539	)
Other assets—nonearning		40,594							35,588

Total assets	$	312,589						$	295,768

Liabilities and Stockholders’ Equity
Deposits—interest-bearing: (3)
Savings	$	10,128		$	47	0.62	%	$	11,217		$	65	0.77	%
Money market		58,319			499	1.14			56,127			569	1.36
Time		27,157			831	4.09			35,404			1,233	4.66
Foreign offices (4)		15,517			185	1.59			14,332			214	2.00

Total deposits—interest-bearing		111,121			1,562	1.88			117,080			2,081	2.38
Federal funds purchased and securities under repurchase agreements		20,106			205	1.36			14,947			208	1.86
Other short-term borrowings		47,773			748	2.09			42,930			782	2.44
Long-term debt (5)		44,966			1,424	4.23			43,374			1,580	4.87

Total interest-bearing liabilities		223,966		$	3.939	2.35			218,331		$	4,651	2.85

Noninterest-bearing deposits		50,085							41,908
Other liabilities		16,108							14,013
Common stockholders’ equity		22,430							21,516

Total liabilities and equity	$	312,589						$	295,768

Interest income/earning assets				$	13,611	6.58					$	14,897	7.52
Interest expense/earning assets					3,939	1.90						4,651	2.35

Net interest margin				$	9,672	4.68	%				$	10,246	5.17	%

NOTES:

(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)

(4)

Includes international banking facilities’ deposit balances in domestic offices and balances of Edge Act and overseas offices.

(5)

Includes trust preferred capital securities.

- 52 -



Definitions of Key Terms

GLOSSARY FOR SELECTED NONINTEREST INCOME CATEGORIES


Banking fees and commissions		Insurance fees, documentary fees, commitment fees, mutual fund commissions, leasing fees, safe deposit fees, official checks fees, ATM interchange and miscellaneous other fee revenue.

Credit card revenue		Related to Card Services, consumer and small business credit card fees; related to Retail, debit card fees; and related to Commercial, Commercial card fees.

Fiduciary and investment management fees		Asset management fees, personal trust fees and advisory fees.

Fully Taxable Equivalent (“FTE”)		Net interest income and tax expense in the income statement is grossed up for tax-exempt securities in order to present results on a basis comparable to taxable securities.

Investment security gains (losses)		Venture capital and investment securities (losses).

Other income (loss)		Net securitization gains (losses), net gains (losses) on Corporation transactions and/or asset sales/dispositions.

Service charges on deposits		Deficient balance fees, non-sufficient funds/overdraft fees and other service related fees.

Trading		Realized and unrealized mark-to-market changes from trading assets, derivative financial instruments and foreign exchange products.

- 53 -

BANK ONE REPORTS THIRD QUARTER NET INCOMEOF $0.79 PER SHARE, UP 12.9% FROM $0.70

LINE OF BUSINESS DISCUSSION

Reported Net Income (Loss) by Line of Business

RETAIL

COMMERCIAL BANKING

CARD SERVICES

Reported Basis

Managed Basis

INVESTMENT MANAGEMENT

CORPORATE

Corporate Excluding Non-core Portfolios and Discontinued Operations

Non-core Portfolios

Discontinued Operations

Other Corporate Items

Conference Call and Webcast Information

Forward-looking Statements

SUPPLEMENTAL DISCLOSURES(Estimated and Unaudited)

BANK ONE REPORTS THIRD QUARTER NET INCOME
OF $0.79 PER SHARE, UP 12.9% FROM $0.70

SUPPLEMENTAL DISCLOSURES
(Estimated and Unaudited)