Exhibit 99.1 Commercial Federal Reports Net Income of $89.0 Million for 2003 Adjusts accounting treatment for Bank Owned Life Insurance and Announces $5.6 million award in Goodwill Lawsuit OMAHA, Neb.--(BUSINESS WIRE)--Jan. 29, 2004-- Commercial Federal Corporation (NYSE:CFB), one of the largest financial institutions in the Midwest, today announced net income of $89.0 million, or $2.02 per diluted share, for the year ended December 31, 2003. Fourth quarter net income totaled $22.2 million, or $0.52 per diluted share. "In spite of the unprecedented environment, we accomplished a great deal. Interest rates that fell to levels not seen in over 40 years, created a challenging operating environment that drove earning asset yields and margins well below forecasted levels this past year. The Company's core banking operation produced solid results including double-digit growth in deposits and commercial operating loans," stated William A. Fitzgerald, chairman of the board and chief executive officer. "We also significantly strengthened the long-term value and growth potential of Commercial Federal's franchise by adding new branches in our fast-growing markets, increasing automation of processes, upgrading technology, expanding our sales force, strengthening our management team and repurchasing shares of our common stock." "I would like to thank our employees for their efforts in producing another good year for our shareholders. As we enter 2004 with signs of an improving economy, Commercial Federal remains focused on growing our core banking business and building long-term value for our investors. Our continuing objective is to expand share in our vibrant Midwest markets by growing deposits and expanding our commercial and consumer loan portfolios," Mr. Fitzgerald concluded. Key Growth Indicators: -- Core deposits, excluding custodial escrows, grew $412.5 million during the year. This is a 13% increase year-over-year consisting mainly of strong growth in checking and money market savings deposits. -- Commercial operating average outstanding loan balances increased 61% for the year, as we continue to successfully grow our commercial banking relationships. -- Home equity outstanding balances were up 5% year-over-year. -- Retail checking accounts growth for the year was 5%, while commercial checking accounts were up 16%. Growth in the number of checking accounts continues to be one of our key strategies to build our customer base and enhance revenue. Results for the Year Net Interest Income Net interest income totaled $69.4 million for the fourth quarter, compared with $60.3 million for the quarter ended September 30, 2003. For the year, net interest income totaled $275.6 million, compared with $327.7 million for 2002. The net interest spread for the quarter increased 39 basis points to 2.54% for the quarter, compared with 2.15% for the third quarter. For the full year, net interest spread was 2.43% compared with 2.76% in 2002. The improvement in net interest spread for the quarter was in part due to a slowdown in prepayments on loans and investments and certain debt restructuring transactions that resulted in a lower cost of funds. It is expected that the spread will continue to improve during future quarters, if interest rates and the slope of the yield curve remain at or near current levels. Noninterest Income Commercial Federal's retail banking operations continued to generate strong results in the fourth quarter. Retail fees and charges totaled $14.5 million, compared with $14.8 million for the quarter ended September 30, 2003, and $14.3 million for the same period a year ago. For the year, retail fees and charges totaled $57.8 million, compared with $55.3 million for the previous year, a 5% increase year-over-year. Noninterest income in the third and fourth quarters of 2003 included the impact of reduced revenue from interchange fees for debit card purchases that resulted from a third-party settlement of debit card litigation with VISA Inc. earlier in 2003. The industry-wide settlement, which went into effect August 1, 2003, reduced the Company's 2003 revenue by approximately $1.6 million. The Company's commercial banking unit also continued to generate solid gains in its loan portfolio as well as commercial and small business deposits. We finished the year with a 60% increase in the commercial operating loan portfolio and a 16% increase in commercial and small business checking accounts. Growth in these higher-margin products will continue to enhance revenues and net interest spread going forward. The mortgage banking operations include activities associated with the Company's mortgage servicing and secondary marketing operations. Revenues from these operations are impacted by the amortization of and valuation adjustments related to its mortgage servicing rights asset. During the fourth quarter 2003, the Company recorded a recovery of the valuation allowance of $20.2 million, and amortization expense of $22.5 million related to its mortgage servicing rights asset. Gain on the sale of loans declined to $601,000 in the fourth quarter, compared with $9.3 million in the previous quarter. The decline is due to two factors that impacted mortgage lenders in the second half of 2003; namely, the significant decline in mortgage loan production as interest rates stabilized and pricing pressures on loans originated. Operating Expenses For the quarter ended December 31, 2003, general and administrative expenses totaled $66.6 million, compared with $67.1 million for the previous quarter. For the year 2003, expenses totaled $271.4 million, a 4% increase over 2002. The increase was primarily due to costs associated with new branch expansion, higher level of commissions and incentives related to the higher level of mortgage loan production and increased loan expenses associated with higher levels of loan prepayments. Credit Risk Management Credit quality remained strong during the fourth quarter with total nonperforming loans declining to $55.9 million from $57.1 million for the quarter ended September 30, 2003. Total nonperforming loans represented 0.69% of total loans at December 31, 2003, compared with 0.71% for the previous quarter and 0.93% for the quarter ended December 31, 2002. Net loan charge-offs for the fourth quarter were $5.1 million, compared with $5.5 million for the previous quarter. For the year, net charge-offs declined 28% totaling $19.5 million, compared with $27.0 million for the year ended December 31, 2002. Total allowance for losses on loans totaled $108.2 million at December 31, 2003, compared with $106.3 million at December 31, 2002. The allowance for losses to total nonperforming loans at December 31, 2003 was 193.4%, compared with 189.2% at September 30, 2003 and 146.8% at December 31, 2002. Balance Sheet and Capital Ratios Total assets as of December 31, 2003 were $12.2 billion, compared to $12.5 billion and $13.1 billion as of September 30, 2003 and December 31, 2002, respectively. The size of the balance sheet has been managed downward during the quarter and over the year primarily as the size of the mortgage pipeline has declined as reflected in the decrease in the balance of loans held for sale. For the fourth quarter, core deposits, including checking, money market and savings accounts (excluding custodial escrows) remained stable at $3.6 billion, compared with the same number at September 30, 2003 and were up $412.5 million from the year ended December 31, 2002. This represents a 13% increase in core deposits for the year. During the fourth quarter, the Company repurchased 1,003,400 shares under its buyback program. For the year 2003, a total of 3,992,100 shares were repurchased. As of December 31, 2003, the Company had 4,248,700 shares remaining in repurchase authorizations. As of December 31, 2003, shares outstanding totaled 41,452,691. As of December 31, 2003, stockholders' equity was $755.4 million, compared with $753.5 million at September 30, 2003 and $750.1 million at December 31, 2002. The capital ratios of the Company's banking subsidiary continued to exceed regulatory requirements for classification as "well-capitalized," the highest regulatory standard. Earnings Restatement Commercial Federal Corporation also filed today a Form 8-K with the Securities and Exchange Commission, which included an adjustment to its previously reported financial statements for the accounting related to certain components of a Bank Owned Life Insurance (BOLI) policy. The Company said the accounting adjustment involved no longer recognizing deferred acquisition costs and a claims stabilization reserve in the cash surrender value of the BOLI policy. Commercial Federal reviewed its previously adopted accounting treatment for its BOLI policy in light of similar reviews recently undertaken by a number of financial institutions with similar BOLI assets. As a result of this review, the Company determined that restatement of its financial statements for periods in which it included BOLI as an asset was appropriate. Commercial Federal's approach is consistent with restatements of other BOLI holders. Since the BOLI contracts were signed in the year 2000, the accounting industry has refined its approach in accounting for deferred acquisition costs and the claims stabilization reserve for the policy in question. This approach has resulted in some restatements of the financial statements among BOLI holders. The effects of implementing this adjustment to the financial statements were spread over a 12-quarter period. The impact to net income for the nine-month period ended September 30, 2003 was $1.3 million, or $0.03 per diluted share. Reported net income for fiscal years 2002, 2001 and 2000 was reduced by $1.5 million, $0.9 million and $4.0 million respectively. The total cumulative effect to stockholders' equity of the restatement was a decrease of $7.7 million. The Company will now recognize this cumulative $7.7 million in income in future periods. For additional information about the restatement see the Form 8-K filed today. Goodwill Lawsuit Award The Company also announced today the award of $5.6 million in lost profits damages resulting from a supervisory goodwill/breach of contract claim against the United States of America filed in the United States Court of Federal Claims by the former Mid-Continent Federal Savings Bank, which was acquired by Commercial Federal in 1998. It is not yet known whether the government will appeal the court's decision. "Commercial Federal and its shareholders are extremely pleased with the court's decision. Throughout this long-struggle we have maintained our position that through the passage and implementation of FIRREA, the government took advantage of and breached its contracts with Mid-Continent and others in our industry. The court's recognition that the government violated the Company's rights and caused major damage to the Bank is both meaningful and rewarding," stated William A. Fitzgerald, chairman and chief executive officer. Commercial Federal Corporation (NYSE:CFB) is the parent company of Commercial Federal Bank, a $12.2 billion federal savings bank that currently operates branches located in Nebraska, Iowa, Colorado, Kansas, Oklahoma, Missouri and Arizona. Commercial Federal operations include consumer and commercial banking services including mortgage origination and servicing, commercial and industrial lending, small business banking, construction lending, cash management, insurance and investment services, and Internet banking. Commercial Federal's Web site, http://www.comfedbank.com, will host a live webcast of the investor conference call to discuss fourth quarter and full year results on Thursday, January 29, 2004 at 10:30 a.m. Central Time. The site also includes access to company news releases, annual reports, quarterly financial statements, and SEC filings. Certain statements contained in this release are forward-looking in nature. These statements are subject to risks and uncertainties that could cause Commercial Federal's actual results or financial condition to differ materially from those expressed in or implied by such statements. Factors of particular importance to Commercial Federal include, but are not limited to, changes in general economic conditions, changes in interest rates, changes in regulations or accounting methods, and price levels and conditions in the public securities markets generally. COMMERCIAL FEDERAL CORPORATION CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (Dollars in Thousands) - ---------------------------------------------------------------------- December 31, September 30, December 31, ASSETS 2003 2003 2002 - ---------------------------------------------------------------------- (Restated) (Restated) Cash (including short-term investments of $1,334, $1,137 and $505) $158,133 $168,111 $200,581 Investment securities available for sale, at fair value 1,055,055 1,050,040 1,296,050 Mortgage-backed securities available for sale, at fair value 1,337,805 1,130,463 1,632,622 Loans held for sale, net 351,539 732,494 914,474 Loans receivable, net of allowances of $108,154, $107,995 and $106,148 7,956,743 7,894,337 7,703,016 Federal Home Loan Bank stock 243,332 241,206 283,193 Foreclosed real estate 49,744 48,350 40,008 Premises and equipment, net 147,365 144,170 148,374 Bank owned life insurance 234,111 230,981 222,537 Other assets 475,483 696,367 466,995 Core value of deposits, net of accumulated amortization of $64,217, $62,999 and $58,684 16,832 18,050 22,365 Goodwill 162,717 162,717 162,717 - ---------------------------------------------------------------------- Total Assets $12,188,859 $12,517,286 $13,092,932 - ---------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY - ---------------------------------------------------------------------- Liabilities: Deposits $6,454,610 $6,592,859 $6,439,041 Advances from Federal Home Loan Bank 4,484,708 3,959,906 4,848,997 Other borrowings 215,243 620,452 621,192 Other liabilities 278,945 590,607 433,602 - ---------------------------------------------------------------------- Total Liabilities 11,433,506 11,763,824 12,342,832 - ---------------------------------------------------------------------- Commitments and Contingencies - - - - ---------------------------------------------------------------------- Stockholders' Equity: Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued - - - Common stock, $.01 par value; 120,000,000 shares authorized; 41,452,691, 42,381,367 and 45,270,360 shares issued and outstanding 415 424 453 Additional paid-in capital - - 61,712 Retained earnings 833,638 841,391 791,357 Accumulated other comprehensive loss, net (78,700) (88,353) (103,422) - ---------------------------------------------------------------------- Total Stockholders' Equity 755,353 753,462 750,100 - ---------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $12,188,859 $12,517,286 $13,092,932 - ---------------------------------------------------------------------- Certain amounts in prior periods have been reclassified for comparative purposes to conform to the December 31, 2003 presentation. COMMERCIAL FEDERAL CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (Dollars in Thousands Except Per Share Data) - ---------------------------------------------------------------------- Three Months Ended December 31, September 30, December 31, ---------------------------------------- 2003 2003 2002 - ---------------------------------------------------------------------- (Restated) (Restated) Interest Income: Investment securities $13,802 $16,233 $18,554 Mortgage-backed securities 12,063 8,688 19,885 Loans receivable 125,408 128,291 151,573 - ---------------------------------------------------------------------- Total interest income 151,273 153,212 190,012 Interest Expense: Deposits 31,955 36,547 42,043 Advances from Federal Home Loan Bank 46,808 51,545 60,989 Other borrowings 3,160 4,830 6,597 - ---------------------------------------------------------------------- Total interest expense 81,923 92,922 109,629 Net Interest Income 69,350 60,290 80,383 Provision for Loan Losses (5,109) (5,475) (9,731) - ---------------------------------------------------------------------- Net Interest Income After Provision for Loan Losses 64,241 54,815 70,652 Other Income (Loss): Retail fees and charges 14,481 14,805 14,344 Loan servicing fees 11,143 10,911 10,394 Amortization of mortgage servicing rights (22,539) (21,989) (10,712) Mortgage servicing rights valuation adjustment 20,199 51,800 (9,585) Gain (loss) on sales of securities and changes in fair values of derivatives, net (70) (31,294) 12,268 Gain on sales of loans 601 9,329 14,537 Bank owned life insurance 3,131 2,771 3,296 Other operating income 7,262 7,398 4,593 - ---------------------------------------------------------------------- Total other income 34,208 43,731 39,135 Other Expense: General and administrative expenses - Compensation and benefits 30,960 30,233 28,116 Occupancy and equipment 10,071 10,188 10,448 Data processing 4,418 4,460 4,614 Advertising 2,595 3,742 4,446 Communication 3,312 3,505 3,581 Item processing 3,202 3,210 3,560 Outside services 3,429 3,410 3,078 Loan expenses 1,979 3,909 1,621 Foreclosed real estate, net 1,250 289 2,105 Other operating expenses 5,413 4,141 11,090 - ---------------------------------------------------------------------- Total general and administrative expenses 66,629 67,087 72,659 Amortization of core value of deposits 1,218 1,218 1,549 - ---------------------------------------------------------------------- Total other expense 67,847 68,305 74,208 - ---------------------------------------------------------------------- Income Before Income Taxes 30,602 30,241 35,579 Income Tax Provision 8,404 8,378 9,861 - ---------------------------------------------------------------------- Net Income $22,198 $21,863 $25,718 - ---------------------------------------------------------------------- Net Income Per Basic Share $.53 $.50 $.57 Net Income Per Diluted Share $.52 $.50 $.57 - ---------------------------------------------------------------------- Dividends Declared Per Common Share $.125 $.100 $.090 - ---------------------------------------------------------------------- Weighted Average Shares Outstanding Used in Basic EPS 42,007,052 43,523,639 45,184,720 Weighted Average Shares Outstanding Used in Diluted EPS 42,678,004 43,933,969 45,486,282 - ---------------------------------------------------------------------- Certain amounts in prior periods have been reclassified for comparative purposes to conform to the December 31, 2003 presentation. COMMERCIAL FEDERAL CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (Dollars in Thousands Except Per Share Data) - ---------------------------------------------------------------------- Year Ended December 31, ----------------------- 2003 2002 - ---------------------------------------------------------------------- (Restated) Interest Income: Investment securities $64,457 $76,636 Mortgage-backed securities 49,836 93,047 Loans receivable 536,451 607,370 - ---------------------------------------------------------------------- Total interest income 650,744 777,053 Interest Expense: Deposits 147,090 179,596 Advances from Federal Home Loan Bank 210,045 243,710 Other borrowings 18,039 26,019 - ---------------------------------------------------------------------- Total interest expense 375,174 449,325 Net Interest Income 275,570 327,728 Provision for Loan Losses (22,003) (31,002) - ---------------------------------------------------------------------- Net Interest Income After Provision for Loan Losses 253,567 296,726 Other Income (Loss): Retail fees and charges 57,798 55,279 Loan servicing fees 45,049 39,124 Amortization of mortgage servicing rights (75,044) (31,025) Mortgage servicing rights valuation adjustment 28,678 (60,417) Gain on sales of securities and changes in fair values of derivatives, net 26,767 40,583 Gain on sales of loans 23,916 36,173 Bank owned life insurance 11,574 12,654 Other operating income 27,943 28,067 - ---------------------------------------------------------------------- Total other income 146,681 120,438 Other Expense: General and administrative expenses - Compensation and benefits 123,847 114,022 Occupancy and equipment 41,190 38,956 Data processing 18,157 17,861 Advertising 16,073 15,171 Communication 13,663 13,071 Item processing 13,718 14,225 Outside services 12,456 13,833 Loan expenses 10,981 5,236 Foreclosed real estate, net 3,924 6,805 Other operating expenses 17,400 20,890 - ---------------------------------------------------------------------- Total general and administrative expenses 271,409 260,070 Amortization of core value of deposits 5,533 6,368 - ---------------------------------------------------------------------- Total other expense 276,942 266,438 - ---------------------------------------------------------------------- Income Before Income Taxes 123,306 150,726 Income Tax Provision 34,286 43,723 - ---------------------------------------------------------------------- Net Income $89,020 $107,003 - ---------------------------------------------------------------------- Net Income Per Basic Share $2.04 $2.36 Net Income Per Diluted Share $2.02 $2.33 - ---------------------------------------------------------------------- Dividends Declared Per Common Share $.415 $.350 - ---------------------------------------------------------------------- Weighted Average Shares Outstanding Used in Basic EPS 43,731,410 45,289,967 Weighted Average Shares Outstanding Used in Diluted EPS 44,153,890 45,850,204 - ---------------------------------------------------------------------- Certain amounts in prior periods have been reclassified for comparative purposes to conform to the December 31, 2003 presentation. COMMERCIAL FEDERAL CORPORATION MORTGAGE SERVICING RIGHTS AND MORTGAGE BANKING OPERATIONS (Dollars in Thousands) - ---------------------------------------------------------------------- Three Months Ended December 31, September 30, December 31, --------------------------------------- 2003 2003 2002 - ---------------------------------------------------------------------- Mortgage Servicing Rights: Beginning balance $197,267 $190,398 $144,687 Mortgage servicing rights retained through loan sales 10,465 19,916 18,511 Purchases of mortgage servicing rights 40 8,942 15,925 Amortization expense (22,539) (21,989) (10,712) ------------ ------------- ------------ Balance before valuation allowance 185,233 197,267 168,411 ------------ ------------- ------------ Valuation allowance beginning balance 69,665 121,465 70,473 Amounts charged (credited) to operations (20,199) (51,800) 9,585 Sale of mortgage servicing rights (127) - - ------------ ------------- ------------ Valuation allowance ending balance 49,339 69,665 80,058 ------------ ------------- ------------ Mortgage servicing rights, net of valuation allowance $135,894 $127,602 $88,353 ============ ============= ============ Fair value at the periods ended $143,696 $129,136 $89,078 ============ ============= ============ Mortgage servicing rights as a percentage of servicing portfolio 1.19% 1.13% 0.77% ============ ============= ============ Mortgage servicing rights as a multiple of servicing fees 3.49x 3.42x 2.32x ============ ============= ============ - ---------------------------------------------------------------------- Loans Serviced for Other Institutions: Beginning balance $11,307,562 $11,864,111 $9,773,436 Additions to portfolio 910,302 1,562,189 1,412,803 Purchases - 529,639 1,776,291 Loan payments (775,601) (2,195,435) (1,427,804) Sales, net - 8,054 - Sub servicing released, net of payments and other adjustments - (457,012) - Other items, net (3,076) (3,984) (2,971) --------------------------------------- Ending balance $11,439,187 $11,307,562 $11,531,755 ============ ============= ============ Weighted average servicing fee 0.34% 0.33% 0.33% ============ ============= ============ Weighted average coupon note rate 6.09% 6.18% 6.82% ============ ============= ============ - ---------------------------------------------------------------------- Certain Components of Mortgage Banking and Treasury Activities: Loan servicing fees $11,143 $10,911 $10,394 Amortization of mortgage servicing rights (22,539) (21,989) (10,712) ------------ ------------- ------------ Loan servicing fees, net (11,396) (11,078) (318) Mortgage servicing rights valuation adjustment 20,199 51,800 (9,585) Gain (loss) on sales of securities and changes in fair values of derivatives, net (70) (31,294) 12,268 Gain on sales of loans 601 9,329 14,537 ------------ ------------- ------------ Total of certain components of mortgage banking and treasury activities $9,334 $18,757 $16,902 ============ ============= ============ - ---------------------------------------------------------------------- COMMERCIAL FEDERAL CORPORATION DEPOSITS AND LOANS (In Thousands) - ---------------------------------------------------------------------- December 31, September 30, December 31, 2003 2003 2002 - ---------------------------------------------------------------------- Deposits by State: Colorado $2,060,336 $2,042,681 $2,015,845 Nebraska 1,552,135 1,776,262 1,740,421 Iowa 1,102,318 1,061,398 982,714 Kansas 645,752 639,769 659,671 Oklahoma 547,897 538,570 555,275 Missouri 321,396 314,335 287,587 Arizona 224,776 219,844 197,528 ------------ ------------- ------------ Total deposits $6,454,610 $6,592,859 $6,439,041 ============ ============= ============ Deposits by Type: Checking accounts - Interest bearing $546,110 $524,871 $494,847 Noninterest bearing 638,658 658,575 520,564 ------------ ------------- ------------ Total checking excluding escrow accounts 1,184,768 1,183,446 1,015,411 Money market accounts 1,099,478 1,042,342 505,679 Savings accounts 1,267,916 1,334,492 1,618,593 ------------ ------------- ------------ Total core deposits 3,552,162 3,560,280 3,139,683 Custodial escrow accounts 299,249 443,132 453,919 Certificates of deposit 2,603,199 2,589,447 2,845,439 ------------ ------------- ------------ Total deposits $6,454,610 $6,592,859 $6,439,041 ============ ============= ============ - ---------------------------------------------------------------------- Loans Receivable, before allowance for losses: Residential real estate $3,441,138 $3,456,176 $3,686,755 Commercial real estate 1,962,834 1,943,384 1,828,063 Construction, net of loans-in-process 519,596 493,145 492,250 Commercial operating and other 525,642 519,314 302,992 Consumer home equity 862,886 840,825 820,679 Consumer other 752,801 749,488 678,425 ------------ ------------- ------------ Total loans receivable, before allowance for losses $8,064,897 $8,002,332 $7,809,164 ============ ============= ============ - ---------------------------------------------------------------------- COMMERCIAL FEDERAL CORPORATION ALLOWANCE FOR LOSSES ON LOANS (In Thousands) - ---------------------------------------------------------------------- December 31, September 30, December 31, 2003 2003 2002 - ---------------------------------------------------------------------- THREE MONTHS ENDED: - ------------------- Beginning balance $108,008 $108,740 $109,724 Provision charged to operations 5,109 5,475 9,731 Charge-offs (6,243) (6,787) (14,550) Recoveries 1,119 1,295 1,430 Change in estimate of allowance for bulk purchased loans - (715) (44) Other 161 - - - ---------------------------------------------------------------------- Ending balance $108,154 $108,008 $106,291 - ---------------------------------------------------------------------- YEAR ENDED: - ----------- Beginning balance $106,291 n/a $102,451 Provision charged to operations 22,003 n/a 31,002 Charge-offs (26,328) n/a (32,693) Recoveries 6,806 n/a 5,675 Change in estimate of allowance for bulk purchased loans (779) n/a (144) Other 161 n/a - - ---------------------------------------------------------------------- Ending balance $108,154 n/a $106,291 - ---------------------------------------------------------------------- Summary of charge-offs, net of recoveries: - --------------------------- Three months ended $5,124 $5,492 $13,120 ============ ============= ============ Year ended $19,522 n/a $27,018 ============ ============ - ---------------------------------------------------------------------- Allocation of allowance: - ------------------------ Specific $5,109 $5,659 $3,561 Special problem 32,195 32,749 35,766 Nonspecific 70,850 69,600 66,964 ------------ ------------- ------------ $108,154 $108,008 $106,291 ============ ============= ============ - ---------------------------------------------------------------------- COMMERCIAL FEDERAL CORPORATION NONPERFORMING ASSETS AND LOANS (Dollars in Thousands) - --------------------------------------------------------------------- December 31, September 30, December 31, 2003 2003 2002 - --------------------------------------------------------------------- Nonperforming Assets: Nonperforming loans (1): Residential real estate $35,907 $33,802 $43,939 Residential construction 4,158 3,556 2,455 Commercial real estate 6,286 8,701 15,306 Commercial construction 1,077 3,160 2,584 All other 8,491 7,861 8,130 ------------ ------------- ------------ Total nonperforming loans 55,919 57,080 72,414 ------------ ------------- ------------ Real estate: Residential 12,152 12,588 14,648 Residential construction 33,097 30,798 22,810 Commercial 4,495 4,964 - Commercial construction - - 2,550 ------------ ------------- ------------ Total real estate 49,744 48,350 40,008 ------------ ------------- ------------ Troubled debt restructurings - commercial 4,712 4,933 1,547 ------------ ------------- ------------ Total nonperforming assets $110,375 $110,363 $113,969 ============ ============= ============ Total assets $12,188,859 $12,517,286 $13,092,932 ============ ============= ============ Nonperforming assets to total assets .91% .88% .87% ============ ============= ============ Summary of Nonperforming Assets: Residential $85,314 $80,744 $83,852 Nonresidential 25,061 29,619 30,117 ------------ ------------- ------------ $110,375 $110,363 $113,969 ============ ============= ============ - --------------------------------------------------------------------- Nonperforming loans to loans receivable (2) .69% .71% .93% Nonperforming assets to total assets .91% .88% .87% Allowance for loan losses to: Loans receivable (2) 1.34% 1.35% 1.36% Total nonperforming loans (1) 193.41% 189.22% 146.78% - --------------------------------------------------------------------- (1) Excludes loans held for sale. (2) Ratios are calculated based on the net book value of loans receivable before deducting allowance for loan losses and excludes loans held for sale. COMMERCIAL FEDERAL CORPORATION SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS AND RATIOS (Dollars in Thousands Except Per Share Data) - ---------------------------------------------------------------------- December 31, September 30, December 31, 2003 2003 2002 - ---------------------------------------------------------------------- (Restated) (Restated) Cash, investment securities and FHLB stock $1,456,520 $1,459,357 $1,779,824 Mortgage-backed securities 1,337,805 1,130,463 1,632,622 Loans held for sale, net 351,539 732,494 914,474 Loans receivable, net 7,956,743 7,894,337 7,703,016 Intangible assets 179,549 180,767 185,082 Other assets 906,703 1,119,868 877,914 Total assets 12,188,859 12,517,286 13,092,932 - ---------------------------------------------------------------------- Deposits 6,454,610 6,592,859 6,439,041 Advances from Federal Home Loan Bank 4,484,708 3,959,906 4,848,997 Other borrowings 215,243 620,452 621,192 Other liabilities 278,945 590,607 433,602 Stockholders' equity 755,353 753,462 750,100 Total liabilities and stockholders' equity 12,188,859 12,517,286 13,092,932 - ---------------------------------------------------------------------- Book value per common share $18.22 $17.78 $16.57 Stock price $26.71 $24.35 $23.35 Common shares outstanding 41,452,691 42,381,367 45,270,360 Weighted average shares outstanding per basic EPS 42,007,052 43,523,639 45,184,720 Weighted average shares outstanding per diluted EPS 42,678,004 43,933,969 45,486,282 - ---------------------------------------------------------------------- Nonperforming assets $110,375 $110,363 $113,969 Nonperforming assets to total assets .91% .88% .87% Weighted average interest rates (durings): Yield on interest-earning assets 5.46% 5.26% 6.20% Rate on deposits and interest-bearing liabilities 2.91% 3.11% 3.55% Net interest rate spread 2.54% 2.15% 2.65% Net annualized yield on interest-earning assets 2.50% 2.09% 2.63% Loans serviced for other institutions $11,439,187 $11,307,562 $11,531,755 - ---------------------------------------------------------------------- Three months ended: - ------------------- Return on average assets .73% .68% .77% Return on average equity 12.18% 12.35% 13.97% Average equity to average assets 5.99% 5.53% 5.49% G & A expenses to average assets 2.19% 2.09% 2.17% Operating efficiency ratio 64.34% 64.49% 60.79% - ---------------------------------------------------------------------- Year ended: - ----------- Return on average assets .70% n/a .81% Return on average equity 12.01% n/a 14.10% Average equity to average assets 5.79% n/a 5.76% G & A expenses to average assets 2.12% n/a 1.97% Operating efficiency ratio 64.28% n/a 58.03% - ---------------------------------------------------------------------- COMMERCIAL FEDERAL CORPORATION AVERAGE BALANCES AND REGULATORY CAPITAL (Dollars in Thousands) - ---------------------------------------------------------------------- December 31, September 30, June 30, 2003 2003 2003 - ---------------------------------------------------------------------- Three Months Ended: (Restated) (Restated) - ------------------- Average Balances: Total assets $12,164,465 $12,811,205 $13,155,433 Total loans, net 8,410,129 8,847,035 8,949,160 Total loans, before allowances for loan losses 8,518,224 8,955,643 9,057,838 Total mortgage-backed securities 1,293,949 1,160,610 1,414,739 Total deposits 6,496,315 6,821,942 6,730,636 Total stockholders' equity 729,062 708,267 763,666 Total interest-earning assets 10,999,591 11,553,340 11,915,975 Total deposits and interest-bearing liabilities 11,187,875 11,770,123 12,049,811 - ---------------------------------------------------------------------- COMMERCIAL FEDERAL CORPORATION AVERAGE BALANCES AND REGULATORY CAPITAL (Dollars in Thousands) - ---------------------------------------------------------------------- March 31, December 31, 2003 2002 - ---------------------------------------------------------------------- Three Months Ended: (Restated) (Restated) - ------------------- Average Balances: Total assets $13,101,428 $13,408,194 Total loans, net 8,714,050 8,894,576 Total loans, before allowances for loan losses 8,819,881 9,003,495 Total mortgage-backed securities 1,584,690 1,741,933 Total deposits 6,465,854 6,277,235 Total stockholders' equity 765,112 736,489 Total interest-earning assets 11,871,321 12,234,301 Total deposits and interest-bearing liabilities 11,964,568 12,301,010 - ---------------------------------------------------------------------- December 31, December 31, 2003 2002 - ---------------------------------------------------------------------- Year Ended: (Restated) - ----------- Average Balances: Total assets $12,805,574 $13,175,562 Total loans, net 8,704,321 8,681,401 Total loans, before allowances for loan losses 8,812,133 8,786,551 Total mortgage-backed securities 1,362,145 1,799,174 Total deposits 6,629,300 6,258,302 Total stockholders' equity 741,337 758,659 Total interest-earning assets 11,557,322 11,974,586 Total deposits and interest-bearing liabilities 11,697,711 12,044,641 - ---------------------------------------------------------------------- December September June March December 31, 30, 30, 31, 31, 2003 2003 2003 2003 2002 - ---------------------------------------------------------------------- Regulatory (Restated) (Restated) (Restated) (Restated) Capital: - ---------- Tangible $710,670 $741,185 $777,031 $761,974 $736,627 Core 704,351 730,186 770,638 753,758 728,499 Total risk- based 838,437 866,950 905,702 892,438 864,906 Tier 1 risk-based 704,351 730,186 770,638 753,758 728,449 Tangible % 5.93% 6.03% 6.11% 5.82% 5.75% Core % 5.88% 5.95% 6.06% 5.77% 5.69% Total risk- based % 10.87% 10.81% 11.50% 10.95% 10.87% Tier 1 risk-based % 9.13% 9.10% 9.78% 9.25% 9.15% - ---------------------------------------------------------------------- CONTACT: Commercial Federal Corporation, Omaha Investor Relations: John J. Griffith, 402-514-5336