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Introduction
Banc One Corporation started as First Banc Group in 1968 with its
headquarters located in Bank One Plaza in Chicago, Illinois. The bank started its
controlled five state banks that also managed several subsidiary bank holding
grew to become the leading bank holding company in the Ohio region and the
eighth in the United States. The company later merged with JP Morgan Chase in
July 2004. Today, the headquarters of Banc One are called Chase Towers that
Synopsis
Banc One eventually grew to be the seventh-largest bank in the United
States. A major contributor to this growth was the third-prong of its business
strategy which sought to grow rapidly by acquiring profitable banks. Towards the
end of its powerful acquisition it acquired more than 100 regional banks
(Cunningham and Harney 2012, p.110). This phenomenal growth and their track-
record of having 25 straight years of steadily rising profits, was only possible due
to the stocks high prices. However, in 1993, this seemingly well-oiled machine
faced a major threat - a sharp decline in share prices which threatened their
acquisition streak and thus earnings. The fall in stock price was in response to
shareholders concerns with the firms use of derivatives. The problems started
when the banks holding organisation opted to introduce the use of swaps as a
financial tool to manage the risks associated with fluctuation in interest rates. It
was believed that when the corporation adopted the use of derivatives some
potential investors were hesitant to buy shares of the bank (Esty, Tufano, &
was highly responsible for the declining share values of the company (Esty,
Tufano, & Headley, 2008). One reason why depositors were afraid of investing in
the firm was the concern they had about the speed, in which interest rate
derivatives grew over a short period. Puglisi argued that potential investors were
uncomfortable with the risk exposure of derivatives (Esty, Tufano, & Headley,
2008).
Despite the heated debate against the new idea, the management of Banc
One supported its move to bring in the use of swaps as its financial tool. The
to maintain using it. Due to the usefulness of swaps in regulating the risks
attached to fluctuating interest rates, the Chairperson and the CIO of the
derivatives.
within six months from April to November 1993. Different bank analysts have
proposed varying reasons to explain this trend in Banc One. One cause of the
falling stock prices was considered the investors concern over the banks large
and ever growing interest rate on the derivatives portfolio. It happened that Banc
One opted to use the derivatives liberally to attain its goals when dealing with
the companys asset and liability management. In 1986, it introduced the use of
markets. John B. McCoy, the chairperson and chief executive officer of Banc One
Corporation, once argued that most of the investors did not know how swaps
operated, and this affected the value of the banks shares (Esty, Tufano, &
Headley, 2008). The use of derivatives also required high level financial
warn that achieving these qualities may be hard, thus deterred many investors
(Odekon, 2015). Hence, the value of the shares continued to depreciate as fewer
Another issue that Banc One Corporation faces is the negative comments
from equity analysts covering the company. Thus, K. F. Puglisi, a critic, argued
that many investors were not at ease with the exposure of derivatives (Esty,
Tufano, & Headley, 2008). The use of swap transactions with fixed rates exposed
the company to the counterpartys default (Esty, Tufano, & Headley, 2008).
However, Banc One mitigated the credit risk in three different ways. They
included the positive swap spread, using swaps investments where only the net
returns faced the default risk, and having strict regulations of controlling
counterparty exposure. Based on these three policies, the firm allowed such
The two primary issues that this bank faces have consequences to the
operations and welfare of the firm. One potential consequence of the reduced
falling stock prices may signal distress. Apart from pushing away potential
investors, this problem might also prompt some of the current shareholders to
sell their current holdings and invest in other better valued shares from other
The falling value of shares and the lack of comfort among investors in
Banc One would also make the company go through a tough time when looking
for credit. Credit providers always look through the history of the business on the
stock market. Some credit providers might be frightened to offer their facilities to
crucial to Banc One Corporation. The first issue is the fact that the companys
stocks influence the amount of capital available for the firm. Declined share
values would mean the business could collect little from the sale of assets to the
public. Another importance attached to the declining share values is the prestige
that the company is losing. Banc One would not enjoy the fact that it is not
ranked highly on the stock market. Finally, it is very important for these problems
the bank being taken over. If the stock price keeps going down, then a competing
bank may step in and decide to buy a big stake to acquire Banc One. Therefore,
the problem of falling prices is critical and it needs to be handled with urgency
(Odekon, 2015).
The banks Chief Investment Officer (CIO) and CEO worked towards finding
a balanced solution to these problems. McCoy, the CEO, expressed his concern
that the use of swaps was beneficial in managing interest rate risk but hurtful to
the companys share prices and lost the support of investors. The derivatives
scared away some investors who could not fully comprehend how they operated.
The CIO, Dick Lodge, prepared a presentation that aimed at showing investors
the usefulness of the derivatives and swaps. Lodge created the presentation pre-
empting the fear that the derivatives would create amongst investors. Further,
pressures from the SEC to provide better disclosure of its derivative position led
to Banc One compiling a 10Q report with a full added page of explanations. Even
president of United States Steel and Carnegie Pension Fund which owned about
$50 million of Banc One stock, says he gained very little from the 10-Q
Chairman, John B. McCoy maintained that interest rate swaps are an integral part
of asset and liability management and that swaps do a better job at hedging
against swings in interest rates than the traditional method of using bonds
(Layne, 1993). The company released data showing how its $39 billion
derivatives portfolio boosted profitability in the third quarter with minimal risk.
Regardless of the reassurance of the company, the fears of investors were not
eliminated.
Case Analysis
Interest Rate Exposure:
Banc One has significant amount of fixed and floating-rate liabilities on its
balance sheet as well as fixed and floating-rate assets. This means that the
income of the bank is susceptible to changes in the interest rate in the market. In
order to ensure that the income is unaffected by the market movement, the bank
can match the maturity of its assets and liabilities. However, theoretically, this
may be possible. But, in real world, banks are generally involved in asset
transformation business. Banc One holds more long-term liabilities than long-
strategy. The funds were parked in those investment vehicles which conserved
the principal amount while providing a low return. Liquidity was also a main
concern for the department. Initially, Banc One relied heavily on conventional
other securities. The management was quick to realize the benefits associated
with synthetic securities and soon became heavily invested in such securities.
the FY 1993, the total investment of the company in such securities amounted to $ 4.5 billion.
The management of bank resorted to replicating the payment structure of various instruments with the
help of derivatives and swaps agreements. If the bank wants to invest in fixed-rate securities, it could
After the global financial crisis, the regulators have enforced stringent capital requirements on
banking institutions in an attempt to provide a cushion for unexpected runs on the banks and adverse
market movements. The amount of capital the banks needs to hold was determined on the basis of the
risk-weighted assets on the balance sheet of the company. The falling capital ratio of the company
would prompt a capital injection which puts strain on the profitability of the company. Swaps are not
considered in the risk weighted assets and this prompted the management to heavily use swaps.
The use of swaps and derivatives by the management will reduce the liquidity risk exposure
of the company. The company still has significant commitments with regards to cash
payments, however, the company does not hold any long-term assets on its balance sheet. The
relatively long-term nature of the assets poses serious liquidity threats to the company. The
value realized in the actual market may be very different from the book value and it usually
requires considerable time to find the right price and the right buyer. The bank can meet
unexpected withdrawal demands, report higher liquidity ratios and has enough cash at hand to
The management adopted earnings sensitivity value approach to determine the effect of
interest rate change on net income. Banc One had asset sensitive positions; an increase in the
interest rate will increase the income from assets more than its effect on liabilities and
overall, the income will increase. Initially, the bank did not have sophisticated technique to
measure its interest rate exposure. However, it introduced a method called maturity gap in
1980s. The assets and liabilities were categorized on the basis of repricing intervals and then
various buckets were analyzed to estimate the impact on net income. Unluckily, the
implementation of this method consumed a lot of time and management could not really
implement it. Later on, the departments used simulation to predict asset and liability values
for a certain range of interest rate changes and the respective positions were daily updated on
By the late 1980s Banc One had diverted its attention to synthetic investments
floating rates to fixed rates (Schiller, 1994). For example, a medium-term U.S.
include:
began searching for a synthetic CMO which would allow it to enjoy high yields for
taking on the added prepayment risk. The solution came about through the
popular in the 1990s and were the swap markets solution to the mortgage
market at this time. Since 1990 the market for the swaps grew to an estimated
$100 billion to $150 billion notional principal by late 1993 (Galaif 1993, pg. 64).
AIRs are interest rate swaps created such that the principal declines (amortises)
when interest rates decline (Veronesi 2010, pg. 474). When the AIR contract is
set out, it will contain an amortising schedule for the notional amount Appendix
Although the schedule is agreed to at the time the trade is execute, the actual
amortisation that occurs over the life of the trade depends on the path taken by
the reference rate of interest. There may also be a lockout period during which
Madhumathi, 2012) provides a simplified example of the cash flows for an AIRS.
When interest rates decline, AIRS amortise faster meaning banks would have to
reinvest when the market yields were low. Conversely if interest rates rose, the
maturity of the AIR would increase. This feature of the AIR is known as negative
convexity, not only was Banc One exposed to change in the interest rates but
also the rate at which interest rates changed that is it has accumulated
exposure to the delta and gamma sensitivity of interest rates. The embedded
option in the AIRS makes measuring in the inherent interest rate risk much more
There are several advantages associated with AIRS which led to Banc One
These swaps allowed for high yields in exchange for taking on prepayment
security of the same maturity, CMO and also a standard swap of the same term
(Esty, Tufano, & Headley, 2008). Table 1 in the Appendix shows a comparison
between the yields of AIRS, CMOs and plain vanilla swaps. The higher yields of
AIRS result from premiums earned on options embedded in the swaps (Fernald
1993, pg.71). The increased yield is due to the amortizing feature of the notional
amount which decreases when there is a decrease in the interest rates. Since a
market swap rate is determined at time 0 such that the value of the swap with
maturity T is equal to 0 at initiation, we must increase the swap rate above the
market rate of plain vanilla swaps in order to make the value of the AIRS equal to
zero at time 0 (Veronesi 2010, pg. 474). In this way Banc One was able to
maintain the relatively high yields it previously received from Municipal bonds
while still compensated for the prepayment risk it was taking on.
under risk-based capital standards, AIRS, have very low capital requirements
(Glitto, Gajendra, and Young, 1997). Banc One identified this to be a major draw
for the investment. Credit derivatives helped banks make use of their capital
more efficiently which was acknowledged by CIO Nick Lodge in a comment made
on the Wall Street Journal "Why in the world more banks do not use interest rate
anymore," (Esty, Tufano, & Headley, 2008). If a bank were to use securities to
20% to 100% of the principal value of the assets (Esty, Tufano, & Headley, 2008).
On the other hand, swaps were considered to only contribute very insignificant
amounts to the risk-adjusted assets against which the bank had to hold capital.
with MBS and CMOs Idiosyncratic prepayment risk refers to the risk that is not
eliminates this type of risk, and leaves only the portion of risk that is caused by
movements in the interest rate (Galaif 1993, pg. 69). This was an advantage MBS
Greater liquidity
AIRS are more liquid than traditional CMOs the markets for derivative
instruments such as swaps provide greater liquidity than markets for the
underlying security. A major advantage of AIRS over CMOs was the improved
liquidity provided by AIRS. This was extremely useful for Banc One if it came to
the position of considering to re-hedge its position (Esty, Tufano, & Headley,
2008).
shifts in interest rates like many regional banks, Banc Ones portfolio was asset
(Esty, Tufano, & Headley, 2008). An asset sensitive corporation would see its
assets reset at a faster rate than its liabilities resulting in the increase in income.
Since Banc Ones growth was in-part driven by the acquisition of profitable banks
rate swaps to position itself such that the liabilities were re-pricing more quickly
AIRS are off-balance sheet items and only reported in the footnotes -
However the income that the instruments create will be reported in the
companys financial statements. Thus the use of AIRS would inflate the
floating rate security, both of the securities would appear on the balance sheet.
Due to the above features of AIRS, Banc One used the instruments heavily
to hedge itself against interest rate risk. The company released data showing
how its $39 billion derivatives portfolio boosted profitability in the third quarter
Other Risks
Other risks, associated with Banc Ones derivatives portfolio included
counterparty credit risk, interest rate risk, operations and systems risk, funding
risk and liquidity risk. To account for each of these types of risk, Banc One came
high swap yield and the exposure to this risk has been limited to the first net
payment, the risk of counterparty default existed and had to be managed. The
counterparty risk that the Banc One would expose itself to every time it engaged
managing this exposure. According to this policy, all of the counterparties had to
have at least single A rating, as well as to post collateral equal to Banc Ones
possible losses from extreme one-month interest rate swing. All counterparties,
including AAA- rated firms were to post collateral in the form of easily tradable
were reluctant to post any collateral at all, but Banc Ones counterparties were
ready to do so because of Banc Ones excellent credit rating and solid derivatives
portfolio.
a system that supervised Banc Ones and its affiliates assets and liabilities
management, or in other words their depositing and lending activities and the
resulting liquidity and earnings sensitivity. Committees made sure each affiliate
respected sensitivity boundary set at 4% within the banks and monitored that
Appendix.
The process also controlled each banks use of derivatives, its investment
decisions as well as tactical and strategic decisions. This way, all of these
could be implemented. All investments of Banc One were executed by CIO Dick
Lodge, a member of working ALCO, and his team. ALCOs monitored each banks
compliance with the ALCO policy rules and controlled the exposure of each unit
to interest rate risk, market risk, operations and system risk, liquidity risk,
funding risk, credit risk and each states capital adequacy. This way, the activities
of the entire network of Banc One and its numerous affiliates were systemized
and analyzed regularly by three committees making sure no action within any
unit of Banc One goes unnoticed. This way, the risk of excessive exposure to
interest rates and the risk of having extreme earnings or liabilities sensitivity at
any branch have been mitigated. The whole network was put under the rigid
directors.
Each affiliate unit had their own committee presenting to the working
ALCO. This way, all Banc Ones holding companies had to report on their funds
management and cash positions on everyday basis. Each had their own
their effect on banks financial health. As Banc One had a very extensive network
of affiliate units it needed a powerful system to allow ALCOs have a timely and
easy access to information on each state. For this purpose, MICS has been
created.
Thus, with the use of MICS, ALCOs that met on a regular basis could
supervise the activities across the entire network of Banc One and its affiliate
units, controlling the use of derivatives and resulting liquidity and earnings
decision of each unit before allowing it to be executed. Such strategy was proven
management can decide to engage in, in order to resolve Banc Ones falling
share price. These solutions have been separated into two categories for
management of the firm through its prudent derivatives investment policy, and
hope that over time investors will understand and realise the benefits of such
practice is threefold.
There are two main downsides to undertaking this approach. The first is that this
approach is a medium to long term solution that is unlikely to satisfy Banc Ones
requirement to restore its share price comfortably above the $34.55 walkaway
price for the Liberty National Bancorp transaction to proceed in 2Q14. Further
elaborating on this, it is likely that it will take time for investors to understand,
process and gain comfort with Banc Ones complex interest rate derivatives
portfolio, and certainly a long time for this to be reflected in the firms stock
price. As one analyst noted since derivatives are relatively new financial
instruments, and since their use requires a high degree of financial sophistication
part of many investors. Thus by pursuing this strategy, management are rather
derivative instruments, to realise that when used carefully, are actually helping
The second downside of this approach is that it would be difficult to reverse the
negative public opinion of the use of swaps that was instilled by politicians
following the U.S. Comptroller of the Currencys issuance of a set of guidelines
for the use of swaps in October 1993. With widespread push back against the
use of derivatives from the industry, regulators, and politicians on the front
see past this and be able to determine through their own research, the benefits
of such practices.
press and investor uncertainty by engaging and educating the public of the
place and hope that investors will understand these policies over time, involves
actively engaging with the public and educating investors on the benefits of
using derivatives to manage interest rate risk. In doing so, Banc One can seek to
combat the negative press being circulated in the media, by posing the
Management presentations
an audience comprising equity analysts, the media, and the Banc One investor
the firms asset and liabilities exposure. By doing this management are able to
keep the public accurately informed about the company and its policies, and
promote positive signals to the market that the firm is trying to instil the best risk
management practices, whilst being honest and open about its financial
Company Reports
Banc Ones most recent quarterly disclosure presented the market with a
significant amount of detail on the banks swap portfolio. In addition to this, the
firm could add a section to its reports that provide a basic summary, aimed at
work, how these instruments are used to reduce risk, the risks involved with such
instruments, how the firm deals with these risks through its ALCO committee
policies and guidelines. This basic level of education would go a long way to
inevitable that after reading this, there will be sceptics which question the
credibility and reliability of the companys reporting on this topic given that the
to dispel this skepticism, the firm could employ an independent expert to assess
the companys use of derivatives and derivatives policy, and to release a report
on its findings.
newspapers.
The downside of engaging with the public through the above mediums, is that
the disclosure of even more information is not a guaranteed solution, and it may
investors concerns or increase their confusion. In such a case, the firm risks its
analysis of Banc Ones financials in Exhibit 2 indicates that Banc One has
performed well in recent times with the firms net Income for the first three
quarters of 1993 at $854m, implying a run-rate of $1,139m for the full year
which represents a record result for the firm and a 45.8% improvement on 1992 2.
From analysing this performance, it can be inferred that the equity analysts view
is correct and that investors have punished the stock in part 3 due to the inability
of such investors to accurately understand and assess the risks of Banc One,
rather than due to the poor performance of the firm. Moreover, due to this
1 George Salem, Rating for Banc One Reduced to Hold from Buy Based on Confusion from Heavy
Exposure to Interest Rate Swaps, Prudential Securities, November 1993, p.2, as quoted by First
Call
2 It should be noted that whilst these 1993 net income figures are somewhat inflated by Banc
Ones increasing derivatives exposure (and subsequently derivate income) over 1992, the effects
of this are minimal, and the net income from traditional banking activities has clearly improved on
1992 figures. Additionally, the elevated net income figures over 1992 could be due to recent
acquisitions and the combination of earnings, although ROA and ROCE are higher than 1992,
indicating that the growth has not just come from an inorganic means.
3 Note that the Major Regional Bank Index is also down , and thus there are likely macroeconomic
or systematic reasons explaining the fall in Banc Ones share price
increasing uncertainty it would seem that investors have discounted their
This uncertainty of Banc Ones true financial performance stems from the
swaps are off-balance sheet transactions. For example, if Banc One were to
rate security, both would appear on its balance sheet, and the spread between
the two would be noted as income. However, if the firm enters into a receive-
fixed swap with the same cash flow implications, the swap does not appear on
the balance sheet, but is rather disclosed in the footnotes. This practice of
problem. The issue arises because the net income from the swap transaction
It is thus suggested that in order to get investors comfortable with Banc Ones
financial disclosures, that Banc One report its traditional profitability measures,
that excludes the impacts of the accounting treatment noted above. For clarity, it
is recommended that Banc One still report the earnings from its swaps positions
in the income statement, but this should be separated as a new line item from its
of the firm. In doing so, Banc One will provide investors with a more accurate
depiction of the firms performance, and better allow such investors to accurately
assess the risks and outlook for Banc One. Given that Banc Ones performance to
date has been solid, it would be expected that investors would now more
accurately price this in without any discounts for uncertainty resulting in an
securities
A further, and somewhat more drastic alternative that management could pursue
to balance its fixed return liabilities, it could purchase fixed-rate treasury notes,
rather than entering into receive-fixed for floating swaps. There are two main
market securities are more widely understood by retail investors than the more
complex derivatives instruments. As such, retail mum and dad investors with
little knowledge of derivative instruments, can better assess and understand the
firms risks and profitability measures. If Banc One were to announce that it was
to unwind its derivatives exposures over the next few years, there may be a
positive share price reaction. The second advantage of this approach is that Banc
credit risk. However, entering into a swap transaction on the other hand,
Liquidity
The first is that the banks balancing investments are no longer as liquid as they
are with using swaps. Investing in long-dated securities reduces the firms ability
to liquidate these positions, and if liquidation is necessary it might expose the
bank to a large loss in principal. This becomes a problem in the event that a bank
customer withdrawals. In contrast, by using swaps the bank can obtain the
economics of the longer-term investment, while still preserving the high liquidity
Capital requirements
create a similar exposure to the swap, under the Basel committees risk-based
capital standards it would need to hold between 20% to 100% of the principal
set aside for the same notional exposure, and are thus more attractive and
FINAL RECOMMENDATION
Banc One needs to change its derivatives portfolio in order to improve its
Eliminating its derivatives portfolio would leave the bank with greater interest
rate exposure
assuming that it has the balance sheet capacity to undertake this initiative, and
that its capital cannot obviously be invested at higher rates of return elsewhere.
This would serve to do two things. Firstly, it would send a signal to the market
that Bank One believes that its risk management practices and use of derivatives
are sound and that the market has unduly discounted the firms value. Such a
signal would drive demand by investors to purchase the stock and increase Banc
strategy, by making the company more expensive (as the share price will rise
due to buyback at a premium) and less attractive to any potential bidders. The
below.
One consider takeover defense strategies to shield the firm from an opportunistic
management forecasts]
References
Esty, B., Tufano, P., & Headley, J. 2008, Banc One corporation: Asset and
Liability Management, Havard Business School Journal, vol. 7, no.3, pp.
33-52.
Fischer, R. H., Sharrott, D., & Calabro, J. 2013, CLS Bank v. Alice
Corporation: En Banc Federal Circuit finds financial services Patents invalid
under 35 USC 101 as patent ineligible, Intellectual Property &
Technology Law Journal, vol. 25, no.10, pp. 24-28
Cunningham, J.P. and Harney, B.M. (2012) Strategy and strategists. Oxford:
Oxford University Press, USA
Fernald, J.D. 1993-1994, The Pricing and Hedging of Index Amortizing Rate
Swaps Federal Reserve Bank of New York vol. 18, no.4, pp.71-74
Schiller, Z 1994, Banc One Faces a Rock Act Two, Bloomberg 5 December,
viewed 7 October 2016.
< http://www.bloomberg.com/news/articles/1994-12-04/banc-one-faces-a-
rocky-act-two>
Figure 2
Table 1
Earnings Sensitivity Policy Nov 1993 - Banc One Position
1st-year impact for a +1% rate
(4.00)% (3.30)%
change
1st-year impact for a +2% rate
(9.00)% (8.00)%
change
1st-year impact for a +3% rate
(15.00)% (13.20)%
change
2nd -year impact for a +1% rate
(4.00)% (1.30)%
change
2nd -year impact for a +2% rate
(9.00)% (7.90)%
change
1st-year impact for a -1% rate
4.00% 4.00%
change
Table 2
Treasuries Yield - 1993
Yield of a Treasury Security + 20 basis
Plain Vanilla Swap (Interest Rate Swap)
points
Collateralised Monetary Obligation Yield of a treasury security + 100 basis
(CMO) points
Yield of a treasury security + 120 basis
Amortised Interest Rate Swap (AIRS)
points