8-K 1 e831048k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): AUGUST 31, 2004 CHARTER ONE FINANCIAL, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-15495 34-1567092 -------- --------- ---------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification Number) incorporation) 1215 SUPERIOR AVENUE, CLEVELAND, OHIO 44114 ------------------------------------------- (Address of principal executive offices) (216) 566-5300 -------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT -------------------------------- On August 31, 2004, pursuant to an Agreement and Plan of Merger, dated as of May 4, 2004, between Charter One Financial, Inc. (the "Company"), Citizens Financial Group, Inc., a Delaware corporation ("Citizens"), Cardinal Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Citizens ("Cardinal"), and The Royal Bank of Scotland Group plc, a public limited liability company incorporated under the laws of Scotland ("RBSG"), Cardinal merged with and into the Company. As a result of the merger, each share of common stock of the Company outstanding immediately prior to the effective time of the merger was converted into the right to receive $44.50 in cash. The aggregate merger consideration paid by Citizens was approximately $10.5 billion and was funded from capital contributions by RBSG, the parent company of Citizens, together with internally available funds. A copy of the joint press release issued by Citizens and the Company is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference. ITEM 9.01. EXHIBITS -------- (c) Exhibits. 99.1 Press release dated August 31, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. CHARTER ONE FINANCIAL, INC. By: /s/ Robert J. Vana ---------------------------------- Name: Robert J. Vana Title: Senior Vice President, Chief Corporate Counsel and Corporate Secretary Date: August 31, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release dated August 31, 2004.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 19, 2004

CHARTER ONE FINANCIAL, INC. (Exact name of registrant as specified in its charter)

Delaware	001-15495	34-1567092
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1215 Superior Avenue, Cleveland, Ohio (Address of principal executive offices)		44114 (Zip Code)

(216) 566-5300 (Registrant’s telephone number, including area code)

NOT APPLICABLE (Former name or former address, if changed since report)

ITEM 12. Results of Operations and Financial Condition

On April 19, 2004, the Registrant issued the following earnings release for the quarterly period ended March 31, 2004:

News Release

CONTACT: ELLEN BATKIE (800) 262-6301

CHARTER ONE ANNOUNCES FIRST QTR 2004 FINANCIAL RESULTS

Highlights for the quarter ended 3/31/04:

• Net earnings of $.22 per share; $.71 per share before debt prepayment penalty • Opened 24 banking centers; total now 616 locations, up 29% in 12 months • Deposit-related revenue up 21% over 1Q 2003 • Retail checking accounts up 58,900 in 1Q 2004, an annualized rate of 16%; up 13% in 12 months • Noninterest-bearing deposits (excluding custodial balances) up $853 million in 1Q 2004; up $1.4 billion, or 80%, in 12 months • Permanent single-family loans and MBSs down $1.9 billion in 1Q 2004 and $5.3 billion since 6/30/03 • Non-single family lending portfolio up annualized 14% in 1Q 2004; 19% in 12 months • Net yield of 3.04% for 1Q 2004, up from 2.84% in 4Q 2003 and 2.99% in 1Q 2003 • Annualized net charge-offs of .24% of loans and leases, down from .32% in 4Q 2003 and .52% in 1Q 2003 • NPAs .67% to loans, down from .73% at 12/31/03

CLEVELAND, Ohio, April 19, 2004 — Charter One Financial, Inc. (NYSE:CF), the holding company of Charter One Bank, N.A., today reported net income of $50.3 million, or $.22 per diluted share, for the three months ended March 31, 2004. The quarter included $113.1 million, or $.49 per diluted share, in after-tax charges resulting from the prepayment of long-term debt positions. Because of the unusual nature of the debt prepayment, we believe it is important for comparability purposes to present selected financial information excluding the debt prepayment penalty. Earnings for the three months ended March 31, 2004 excluding the prepayment penalty were $163.3 million, or $.71 per diluted share, up 10.9% from $.64 per diluted share reported in the year-ago quarter.

Including the debt prepayment penalty, net income for the quarter generated annualized returns of .47% on average assets, 6.18% on average equity, and 7.21% on average tangible equity. The prepayment penalty reduced the annualized return on average assets by 1.06%, the annualized return of average equity by 13.91%, and the annualized return on average tangible equity by 16.14%. Excluding the debt prepayment penalty, the annualized returns were 1.53% on average assets, 20.09% on average equity, and 23.35% on average tangible equity. In the year-ago quarter, the returns were 1.38% on average assets, 18.48% on average equity and 21.29% on average tangible equity.

“We have a great deal to be pleased with coming out of the first quarter,” commented Charles John Koch, Charter One’s Chairman and Chief Executive Officer. “First and foremost, last year’s retail momentum carried through to this quarter. The easiest benchmarks to point to include the $853 million increase (excluding custodial balances) in noninterest-bearing deposits since year end, and the 21% year-over-year increase in deposit-related revenue. The rollout of new banking centers continued unabated and results are surpassing our expectations. We operate through 29% more banking centers today than a year ago, and continue to realize the benefits of the expansion initiated in 2003.

“Another major highlight was the $1.9 billion decrease in the combined single-family loan and security position during the quarter. This reduction was made possible by the decision we announced in January to prepay $2.3 billion in high-cost debt. The combined single-family loan and security position was $17.4 billion at March 31, 2004, down $5.3 billion, a dramatic 23% reduction, since June 30, 2003, when we established a goal to significantly reduce our overall single-family exposure. Finally, we posted very solid credit quality metrics in the first quarter with annualized net charge-offs of .24% of loans and the ratio of nonperforming assets to loans declining to .67% from .73% at the beginning of the year.

“Based on the strength of these results, and the pipeline of activity we see in process, we are comfortable confirming our original expectation for 2004 earnings, including the debt prepayment penalty, in the range of $2.41 to $2.51 per share. Excluding the prepayment penalty of $.49 per share, the anticipated range for 2004 is $2.90 to $3.00 per share.”

Overview

Net yield and net interest income — Net interest margin, or net yield, was 3.04% during the three months ended March 31, 2004, up from 2.84% during the fourth quarter of 2003 and 2.99% during the year-ago quarter. The improvement was attributable to the increase in average noninterest-bearing deposits, as well as two months’ benefit from the prepayment of $2.3 billion in fixed-rate FHLB advances that carried an average rate of 6.27%.

The increase in net yield drove an increase in net interest income during the first quarter of 2004. Net interest income totaled $304.6 million in the three months ended March 31, 2004, compared to $299.0 million in the same period last year and $289.2 million in the fourth quarter of 2003.

Net gains (losses) — During the first quarter of 2004, we reported net losses of $91.0 million as part of Other Income. This included the $164.5 million penalty from prepaying the debt positions, offset by $73.5 million in net gains primarily from the sale of $3.2 billion of mortgage-backed securities. As of March 31, 2004, there were approximately $91.4 million in unrealized pretax gains in the mortgage-backed securities portfolio.

Operating expenses — Administrative expenses totaled $218.0 million in the three months ended March 31, 2004, essentially unchanged from the previous quarter and up 19% from the year-ago quarter. We continued to dedicate significant marketing resources to support our successful retail banking strategy and other franchise enhancing initiatives. Marketing costs were $28.8 million for the first quarter of 2004, compared to $24.0 million in the previous quarter and $13.6 million

in the year-ago quarter. The higher level of expenses also included operating 139 more banking centers than a year earlier (a 29% increase in locations). Because of the penalty associated with the debt prepayment, the stated efficiency ratio was an artificially high 70.39% for the first quarter of 2004. Excluding the $164.5 million penalty, the “normalized” efficiency ratio was 45.98% for the three months ended March 31, 2004, compared to 46.61% for the fourth quarter of 2003 and 39.77% for the first quarter of 2003.

Deposits and Related Revenue

Deposits — As was the case in 2003, our 2004 business plan continues our emphasis on noninterest-bearing deposits. Noninterest-bearing deposits (excluding custodial balances) increased to $3.0 billion at March 31, 2004, up $853 million during the quarter and $1.4 billion, or 80%, in the past 12 months. Retail noninterest-bearing deposits now represent 11% of total retail deposits, up from 8% just three months ago and 6% a year ago. Custodial balances totaled $424 million at March 31, 2004, $355 million at December 31, 2003, and $705 million at March 31, 2003.

The success of our overall checking account sales campaigns was clearly illustrated by the strong net growth in the number of checking accounts, which increased by 58,900, or an annualized rate of 16%, during the quarter, and by 175,700, or 13%, in the past 12 months. We ended the first quarter with 1,524,800 checking accounts, up from 1,465,900 accounts at December 31, 2003 and 1,349,100 at March 31, 2003.

Total deposits were $26.9 billion at March 31, 2004, down $264 million in the first quarter, primarily due to a reduction in higher cost CD balances. Core deposits (checking, money market and savings accounts) accounted for $16.8 billion, or 62% of the total. Small business deposits, which are included in core deposits, increased to $2.3 billion at March 31, 2004, up $182 million, or 9%, during the first quarter, and $726 million, or 46%, in the past 12 months.

Retail banking revenue — Retail banking revenue totaled $99.6 million for the three months ended March 31, 2004, up 18% from the comparable 2003 quarter. The largest component of retail banking revenue is deposit-related revenue, which was driven primarily by the success we have had in attracting checking accounts. Deposit-related revenue totaled $87.0 million during the first quarter of 2004, up 21% over the first quarter of 2003. While comparability of the two quarters was masked by the impact of the MasterCard settlement that went into effect in August 2003, it is meaningful that the first quarter of 2004 debit card revenue ran at “pre-settlement” levels, indicating increased volumes have offset reduced interchange fees. The other components of retail banking revenue include fees from retail brokerage activities ($8.4 million, up 1% from the year-ago quarter), and other revenue related to retail operations ($4.2 million, up 16%).

Retail expansion update — During 2003, we initiated an aggressive de novo expansion plan, opening 118 net new banking centers in the year. For 2004, our plan is to continue the expansion with approximately 125 additional banking centers during the year, including approximately 73 in-store locations. During the first quarter, we opened 24 net new banking centers, including 14 in-store locations and 10 traditional locations.

Loans, Mortgage-Backed Securities and Mortgage Banking

Lending portfolio growth — Loans and leases before reserves totaled $30.2 billion at March 31, 2004, up 19% in the past 12 months and an annualized 21% in the quarter. Non-single family loans totaled $20.5 billion at March 31, 2004, up $3.2 billion, or 19% in the past 12 months, and $676 million in the quarter, a 14% annualized growth rate. The non-single family growth was led by a three-month increase of $526 million (up 10%, 38% annualized) in retail consumer loans (principally home equity lines and loans), $93 million (up 4%, 15% annualized) in commercial real estate loans, and $100 million (up 6%, 24% annualized) in corporate banking loans. Small business loans now represent $801 million of the $1.8 billion corporate banking portfolio, up 6% (23% annualized) from $757 million at the end of 2003. Single-family residential loans increased by $860 million during the quarter, up 10% (39% annualized).

Mortgage-backed securities available for sale — Mortgage-backed securities available for sale totaled $7.5 billion at March 31, 2004, down $2.7 billion, or 27%, during the quarter. At March 31, 2004, 7% of the portfolio was in floating-rate securities and 93% in fixed-rate securities that had an estimated duration of approximately 3.2 years.

Mortgage banking revenue — The mortgage banking category includes revenue associated with our mortgage banking operations, adjusted by the amortization and valuation adjustments related to its mortgage servicing rights asset (“MSR”). During the first quarter of 2004, MSR-related adjustments reduced revenue by $29.7 million, including a $13.1 million impairment in the value of MSRs, and a $16.7 million increase in the MSR valuation allowance to $99.3 million at March 31, 2004. The total mortgage banking revenue, excluding MSR-related adjustments, was $13.0 million in the first quarter of 2004, down from $20.6 million in the year-ago quarter. The reduction was due primarily to lower mortgage production during the first quarter of 2004. The portfolio serviced for others totaled $16.1 billion at March 31, 2004, and carried a weighted average coupon of 6.09%. The related MSR is now .88% of the portfolio at $142 million. With an average servicing spread of 35.6 basis points, that translates into an MSR valuation of 2.5 times the servicing spread.

Leasing operations — Income from leasing operations was $2.1 million in the first quarter of 2004, compared with a loss of $6.9 million in the first quarter of 2003. The loss in the year-ago quarter was attributable to residual value adjustments.

Credit quality and allowance for loan losses — Net charge-offs during the first quarter of 2004 totaled $17.5 million, or .24% of average loans and leases (annualized), down from .32% in the fourth quarter of 2003 and .52% in the first quarter of 2003. The allowance for loan and lease losses totaled $385 million at March 31, 2004, which was 1.28% of total loans and leases at March 31, 2004, and represented 5.5 years coverage of annualized first-quarter net charge-offs.

At March 31, 2004, nonperforming assets totaled $199 million or .67% of loans, leases and collateral owned, down from $206 million and .73% at December 31, 2003. Underperforming assets (including nonperforming assets, troubled debt restructuring and loans delinquent 90 days and still accruing) totaled $240 million or .81% of loans, leases and collateral owned, down from $251 million and .89% at December 31, 2003.

Stock repurchase update — On April 23, 2002, the Board of Directors authorized a repurchase program that permits the repurchase of 10% of its outstanding shares, or approximately 22 million shares. We repurchased 1,737,100 shares under the authorization during the first quarter of 2004 at an average cost of $35.73 per share. As of March 31, 2004, the total repurchased shares under the current authorization was 17.3 million shares at an average cost of $31.48 per share, leaving approximately 5 million shares remaining under the program.

Company profile — Charter One has more than $41 billion in total assets, making it one of the 25 largest bank holding companies in the country. The Bank has 616 banking center locations in Ohio, Michigan, New York, Illinois, Massachusetts, Vermont, Indiana, Connecticut and Pennsylvania. Charter One’s diverse product set includes: consumer banking, indirect auto finance, commercial leasing, business lending, commercial real estate lending, mortgage banking, and retail investment products. For additional information, including press releases, investor presentations, committee charters, and reports filed with the SEC, investors are directed to Charter One’s web site: www.charterone.com.

We have scheduled a conference call to discuss quarterly results for 10:00 a.m. eastern time on Tuesday, April 20, 2004. To participate in the call, dial (888) 428-4479 and ask for the Charter One 1st quarter earnings call. The call is available on a replay basis until April 27, 2004 by dialing (320) 365-3844, access code 725735. Alternatively, the call will be available through Charter One’s website, both on a live and a replay basis.

Forward-Looking Information

This release contains certain estimates of future operating trends for Charter One Financial, Inc., as well as estimates of financial condition and earnings, operating efficiencies, revenue creation, lending origination, loan sale volumes, charge-offs and loan loss provisions. These estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) revenue growth is lower than expected; (2) competitive pressures among depository institutions increase significantly; (3) changes in the interest rate environment reduce interest margins; (4) deterioration in the credit quality of Charter One’s loan portfolio requires higher loss provisions; (5) general economic conditions, either nationally or in the states in which Charter One does business, are less favorable than expected; (6) legislation or regulatory changes adversely affect the businesses in which Charter One is engaged; and (7) ongoing geopolitical conflicts add unexpected stress on the economy or customer base. Other factors that may affect these statements are identified in previous filings with the Securities and Exchange Commission.

####

CHARTER ONE FINANCIAL, INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited)

	Three Months Ended
	3/31/04			12/31/03		9/30/03			6/30/03			3/31/03
	(Dollars in thousands, except per share data)
Interest income:
Loans and leases	$	367,344		$	376,741	$	368,952		$	367,602		$	377,724
Mortgage-backed securities:
Available for sale		107,667			118,903		129,695			154,490			149,311
Held to maturity		3,371			4,065		5,326			6,858			8,269
Investment securities:
Available for sale		3,604			3,590		3,563			3,297			3,043
Held to maturity		48			48		51			56			54
Other interest-earning assets		7,793			7,619		7,531			7,856			7,385
Total interest income		489,827			510,966		515,118			540,159			545,786
Interest expense:
Deposits		95,886			110,746		115,862			126,734			133,743
Federal Home Loan Bank advances		76,247			97,385		100,813			104,025			99,799
Other borrowings		13,140			13,678		13,185			13,969			13,203
Total interest expense		185,273			221,809		229,860			244,728			246,745
Net interest income		304,554			289,157		285,258			295,431			299,041
Provision for loan and lease losses		18,616			17,778		37,663			35,360			61,471
Net interest income after provision for loan and lease losses		285,938			271,379		247,595			260,071			237,570
Other income:
Retail banking		99,613			102,593		94,183			97,087			84,100
Mortgage banking		(16,682	)		3,240		65,604			(23,895	)		(27	)
Leasing operations		2,125			1,668		(4,118	)		(12,230	)		(6,856	)
Net gains (losses)		(91,027	)		63,274		16,112			108,549			76,653
Bank owned life insurance and other		11,168			7,489		8,638			8,450			7,956
Total other income		5,197			178,264		180,419			177,961			161,826
Administrative expenses:
Compensation and employee benefits		101,968			101,612		92,582			90,790			87,056
Net occupancy and equipment		34,349			34,124		31,985			30,466			31,186
Marketing expenses		28,809			24,010		22,411			20,205			13,647
Federal deposit insurance premiums		1,083			1,066		1,118			1,125			1,142
Other administrative expenses		51,826			57,034		46,733			52,168			50,261
Total administrative expenses		218,035			217,846		194,829			194,754			183,292
Income before income taxes		73,100			231,797		233,185			243,278			216,104
Income taxes		22,844			73,583		74,036			77,241			68,613
Net income	$	50,256		$	158,214	$	159,149		$	166,037		$	147,491
Basic earnings per share	$	.22		$	.71	$	.71		$	.74		$	.66
Diluted earnings per share	$	.22		$	.69	$	.69		$	.72		$	.64
Average common shares outstanding:
Basic		223,533,656			222,720,197		224,399,805			225,501,687			224,997,398
Diluted		230,219,061			228,809,671		230,661,929			231,095,694			230,460,847
Cash dividends declared per share	$	.26		$	.26	$	.26		$	.24		$	.22

CHARTER ONE FINANCIAL, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)

	3/31/04			12/31/03			9/30/03			6/30/03			3/31/03
	(Dollars in thousands, except per share data)
ASSETS
Cash and deposits with banks	$	543,962		$	527,649		$	526,534		$	586,018		$	507,726
Federal funds sold and other		518			517			516			10,514			1,350,513
Total cash and cash equivalents		544,480			528,166			527,050			596,532			1,858,239
Investments securities:
Available for sale		231,967			273,260			270,511			336,126			227,137
Held to maturity		3,696			3,505			3,952			3,691			4,157
Mortgage-backed securities:
Available for sale		7,475,140			10,193,798			11,078,285			14,313,397			12,799,506
Held to maturity		212,124			251,449			292,336			362,768			445,207
Loans and leases, net		29,652,925			28,130,017			27,735,087			25,127,882			24,685,258
Loans held for sale		132,507			120,431			296,078			362,270			291,729
Bank owned life insurance		837,140			828,678			823,676			834,337			837,660
Federal Home Loan Bank and Federal Reserve Bank stock		706,358			705,244			700,170			694,073			679,339
Premises and equipment, net		417,908			404,086			391,615			375,256			355,084
Accrued interest receivable		132,215			140,857			147,254			153,346			149,989
Real estate and other collateral owned		30,127			36,643			48,198			40,220			42,106
Mortgage servicing rights, net		142,340			177,244			168,697			115,242			139,085
Goodwill		415,696			415,696			415,696			433,014			386,372
Other assets		344,306			418,992			380,647			386,785			347,735
Total assets	$	41,278,929		$	42,628,066		$	43,279,252		$	44,134,939		$	43,248,603
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Checking accounts:
Interest-bearing	$	4,944,405		$	5,666,346		$	5,810,478		$	6,493,279		$	7,267,602
Noninterest-bearing		3,454,577			2,532,616			2,760,848			2,656,047			2,385,243
Total checking accounts		8,398,982			8,198,962			8,571,326			9,149,326			9,652,845
Money market and savings accounts		8,406,630			8,686,356			8,686,491			8,475,706			8,207,576
Certificates of deposit		10,133,389			10,318,001			10,788,421			10,314,742			9,523,194
Total deposits		26,939,001			27,203,319			28,046,238			27,939,774			27,383,615
Federal Home Loan Bank advances		8,661,607			9,847,293			9,820,184			10,582,255			10,446,630
Federal funds purchased and repurchase agreements		428,158			269,319			62,716			51,399			52,496
Other borrowings		596,571			697,753			704,629			706,083			707,591
Advance payments by borrowers for taxes and insurance		58,631			61,054			50,768			58,593			46,706
Accrued interest payable		53,631			35,944			65,075			46,418			72,017
Accrued expenses and other liabilities		1,284,298			1,237,515			1,288,801			1,387,835			1,307,416
Total liabilities		38,021,897			39,352,197			40,038,411			40,772,357			40,016,471
Shareholders’ equity:
Preferred stock — $.01 par value per share; 20,000,000 shares authorized and unissued		—			—			—			—			—
Common stock — $.01 par value per share; 360,000,000 shares authorized; 229,924,425; 229,940,729; 229,944,441; 229,946,762 and 227,571,468 shares issued		2,299			2,299			2,299			2,299			2,276
Additional paid-in capital		2,292,137			2,280,335			2,274,947			2,270,580			2,197,388
Retained earnings		1,142,547			1,178,803			1,098,042			1,009,784			908,486
Less 6,272,992; 6,767,285; 6,953,759; 3,851,660 and 2,539,076 shares of common stock held in treasury at cost		(202,056	)		(209,653	)		(215,085	)		(116,652	)		(74,423	)
Accumulated other comprehensive income		22,105			24,085			80,638			196,571			198,405
Total shareholders’ equity		3,257,032			3,275,869			3,240,841			3,362,582			3,232,132
Total liabilities and shareholders’ equity	$	41,278,929		$	42,628,066		$	43,279,252		$	44,134,939		$	43,248,603

CHARTER ONE FINANCIAL, INC. SELECTED STATISTICAL DATA (unaudited)

	Three Months Ended
	3/31/04			12/31/03			9/30/03			6/30/03			3/31/03
Annualized returns and ratios based on net income:
Return on average assets		.47	%		1.46	%		1.46	%		1.50	%		1.38	%
Return on average equity		6.18			19.24			20.12			19.86			18.48
Average equity to average assets		7.61			7.58			7.25			7.55			7.46
Net interest income to administrative expenses		1.40	x		1.33	x		1.46	x		1.52	x		1.63	x
Administrative expenses to average assets		2.04	%		2.01	%		1.79	%		1.76	%		1.71	%
Efficiency ratio(1)		70.39			46.61			41.84			41.14			39.77
Annualized return on average tangible equity(2)		7.21			22.31			23.59			22.74			21.29

(1)		Computed as the ratio of total administrative expenses to net interest income and total other income.
(2)		Computed as the ratio of net income, excluding the amortization of other intangible assets, to average tangible equity.

	3/31/04			12/31/03			9/30/03			6/30/03			3/31/03
End of period capitalization:
Equity to assets		7.89	%		7.68	%		7.49	%		7.62	%		7.47	%
Tangible equity to assets		6.80			6.63			6.45			6.56			6.50
Book value per share	$	14.56		$	14.68		$	14.53		$	14.87		$	14.36
Tangible book value per share		12.56			12.67			12.52			12.81			12.50
Miscellaneous end-of-period data:
Number of employees (full-time equivalents)		7,843			7,804			7,765			7,703			7,198
Number of loan production offices		30			33			27			28			26
Number of ATMs		988			969			956			953			918

	3/31/04		12/31/03		9/30/03		6/30/03		3/31/03
Number of banking centers:
Traditional banking centers		456		446		435		433		413
In-store banking centers		160		146		131		89		64
Total		616		592		566		522		477
Number of banking centers by state:
New York		186		180		176		154		137
Ohio		143		138		130		126		116
Michigan		108		107		106		105		104
Illinois		108		105		99		99		84
Vermont		27		27		27		27		26
Indiana		23		16		11		—		—
Massachusetts		13		13		13		10		10
Connecticut		5		3		1		1		—
Pennsylvania		3		3		3		—		—

CHARTER ONE FINANCIAL, INC. AVERAGE BALANCE SHEET, YIELDS AND COSTS (unaudited)

	Three Months Ended
	3/31/04			12/31/03			9/30/03			6/30/03			3/31/03
	(Dollars in thousands)
Average balance sheet data:
Interest-earning assets:
Loans and leases	$	29,220,076		$	28,876,531		$	26,993,081		$	26,101,819		$	25,851,471
Mortgage-backed securities		9,761,887			10,849,575			12,732,102			14,405,655			13,137,545
Investment securities		259,034			265,043			286,497			260,634			210,920
Other interest-earning assets		823,199			715,197			723,721			839,597			762,760
Total interest-earning assets		40,064,196			40,706,346			40,735,401			41,607,705			39,962,696
Allowance for loan and lease losses		(387,712	)		(396,096	)		(379,527	)		(360,448	)		(327,090	)
Noninterest-earning assets(1)		3,053,124			3,089,013			3,272,787			3,044,576			3,150,359
Total assets	$	42,729,608		$	43,399,263		$	43,628,661		$	44,291,833		$	42,785,965
Interest-bearing liabilities:
Checking accounts	$	5,538,583		$	5,716,427		$	6,166,100		$	6,951,974		$	7,541,679
Money market and savings accounts		8,553,416			8,736,844			8,545,286			8,332,278			7,929,274
Certificates of deposit		10,172,127			10,699,475			10,708,517			9,733,110			9,562,013
Total interest-bearing deposits		24,264,126			25,152,746			25,419,903			25,017,362			25,032,966
Federal Home Loan Bank advances		10,189,502			10,147,668			10,265,634			11,397,410			10,410,188
Other borrowings		1,102,005			925,641			871,430			874,062			866,495
Total interest-bearing liabilities		35,555,633			36,226,055			36,556,967			37,288,834			36,309,649
Noninterest-bearing liabilities:
Demand deposit accounts		2,604,755			2,505,876			2,615,262			2,308,993			2,017,036
Other noninterest-bearing liabilities		1,317,979			1,377,774			1,292,960			1,349,173			1,266,385
Total noninterest-bearing liabilities		3,922,734			3,883,650			3,908,222			3,658,166			3,283,421
Total liabilities		39,478,367			40,109,705			40,465,189			40,947,000			39,593,070
Shareholders’ equity		3,251,241			3,289,558			3,163,472			3,344,833			3,192,895
Total liabilities and shareholders’ equity	$	42,729,608		$	43,399,263		$	43,628,661		$	44,291,833		$	42,785,965
Yields and costs during period:
Weighted average yield:
Loans and leases(2)		5.03	%		5.19	%		5.46	%		5.64	%		5.86	%
Mortgage-backed securities		4.55			4.53			4.24			4.48			4.80
Investment securities		5.64			5.49			5.04			5.15			5.87
Other interest-earning assets		3.75			4.17			4.07			3.70			3.87
Total interest-earning assets		4.89			5.00			5.05			5.19			5.48
Weighted average cost(3):
Checking accounts		.76			.88			.96			1.35			1.65
Money market and savings accounts		.93			1.04			1.10			1.50			1.55
Certificates of deposit		2.60			2.79			2.86			2.97			3.09
Total interest-bearing deposits		1.59			1.75			1.81			2.03			2.17
Federal Home Loan Bank advances		3.00			3.80			3.89			3.66			3.88
Other borrowings		4.76			5.89			6.03			6.38			6.10
Total interest-bearing liabilities		2.09			2.43			2.49			2.63			2.75
Interest rate spread		2.80			2.57			2.56			2.56			2.73
Net yield on interest-earning assets		3.04			2.84			2.80			2.84			2.99

(1)		Includes mark-to-market adjustments on securities available for sale.
(2)		Excludes impact of related tax benefits.
(3)		Includes the annualized effect of interest rate risk management instruments.

CHARTER ONE FINANCIAL, INC. LOAN AND LEASE ACTIVITY (unaudited)

	Three Months Ended
	3/31/04		12/31/03		9/30/03		6/30/03		3/31/03
	(Dollars in thousands)
Originations:
Real estate:
Permanent:
One-to-four family	$	1,161,546	$	1,848,459	$	3,896,869	$	3,555,968	$	3,095,718
Multifamily		75,992		84,470		75,185		57,451		51,440
Commercial		128,270		92,383		124,806		60,226		90,213
Total permanent loans		1,365,808		2,025,312		4,096,860		3,673,645		3,237,371
Construction:
One-to-four family		88,851		45,304		62,180		53,537		35,556
Multifamily		30,741		84,815		30,371		7,613		19,283
Commercial		117,233		29,921		16,656		30,246		10,830
Total construction loans		236,825		160,040		109,207		91,396		65,669
Total real estate loans originated		1,602,633		2,185,352		4,206,067		3,765,041		3,303,040
Retail consumer		1,054,029		1,167,620		1,431,291		1,209,221		1,079,290
Automobile		664,636		719,738		909,477		1,026,245		981,114
Consumer finance		105,633		92,340		128,536		122,839		101,927
Leases		155,279		127,148		152,279		73,946		101,571
Corporate banking		515,264		582,832		443,732		473,677		448,326
Total loans and leases originated		4,097,474		4,875,030		7,271,382		6,670,969		6,015,268
Acquired through business combinations and purchases		470,472		3,058		2,737		403,324		3,765
Sales and principal reductions:
Loans sold		314,460		670,456		1,067,083		885,179		763,051
Loans exchanged for mortgage-backed securities		72,749		1,207,646		225,498		2,346,609		3,419,116
Principal reductions		2,606,192		2,744,598		3,447,925		3,260,094		3,025,830
Total sales and principal reductions		2,993,401		4,622,700		4,740,506		6,491,882		7,207,997
Increase (decrease) before net items	$	1,574,545	$	255,388	$	2,533,613	$	582,411	$	(1,188,964	)

ALLOWANCE FOR LOAN AND LEASE LOSSES (unaudited)

	Three Months Ended
	3/31/04			12/31/03			9/30/03			6/30/03			3/31/03
	(Dollars in thousands)
Allowance for loan and lease losses:
Balance, beginning of period	$	383,733		$	389,355		$	376,393		$	355,926		$	328,017
Provision for loan and lease losses		18,616			17,778			37,663			35,360			61,471
Acquired through business combination		—			—			—			4,969			—
Loans and leases charged off:
One-to-four family		(827	)		(686	)		(655	)		(1,036	)		(670	)
Commercial real estate		(872	)		(419	)		(474	)		(253	)		(500	)
Retail consumer		(2,534	)		(2,234	)		(2,819	)		(2,596	)		(3,478	)
Automobile		(13,679	)		(16,794	)		(15,869	)		(13,628	)		(16,450	)
Consumer finance		(3,479	)		(3,811	)		(4,396	)		(3,975	)		(4,537	)
Leases		—			—			—			(2,095	)		(6,061	)
Corporate banking		(2,516	)		(5,018	)		(6,610	)		(2,652	)		(7,245	)
Total charge-offs		(23,907	)		(28,962	)		(30,823	)		(26,235	)		(38,941	)
Recoveries:
One-to-four family		11			24			31			41			17
Commercial real estate		64			129			68			61			148
Retail consumer		634			380			1,044			548			433
Automobile		4,421			4,010			4,279			4,561			4,115
Consumer finance		228			264			329			235			105
Leases		433			253			228			606			393
Corporate banking		609			502			143			321			168
Total recoveries		6,400			5,562			6,122			6,373			5,379
Net loan and lease charge-offs		(17,507	)		(23,400	)		(24,701	)		(19,862	)		(33,562	)
Balance, end of period	$	384,842		$	383,733		$	389,355		$	376,393		$	355,926
Net charge-offs to average loans and leases (annualized)		.24	%		.32	%		.37	%		.30	%		.52	%

CHARTER ONE FINANCIAL, INC. NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES (unaudited)

	Three Months Ended
	3/31/04			12/31/03			9/30/03			6/30/03			3/31/03
	(Dollars in thousands)
Average loans and leases:
Mortgage	$	12,193,635		$	12,333,237		$	11,481,071		$	11,126,226		$	11,083,170
Retail consumer		5,699,052			5,346,225			4,535,869			4,329,896			4,510,460
Automobile		6,322,555			6,360,687			6,317,768			6,088,204			5,763,289
Consumer finance		1,107,101			1,079,984			1,055,588			1,023,295			995,653
Leases		2,188,135			2,196,592			2,116,646			2,127,384			2,145,022
Corporate banking		1,709,598			1,559,806			1,486,139			1,406,814			1,353,877
Total average loans and leases	$	29,220,076		$	28,876,531		$	26,993,081		$	26,101,819		$	25,851,471
Net charge-offs (recoveries) to average loans and leases (annualized):
Mortgage		.05	%		.03	%		.04	%		.04	%		.04	%
Retail consumer		.13			.14			.16			.19			.27
Automobile		.59			.80			.73			.60			.86
Consumer finance		1.17			1.31			1.54			1.46			1.78
Leases		(.08	)		(.05	)		(.04	)		.28			1.06
Corporate banking		.45			1.16			1.74			.66			2.09
Total		.24			.32			.37			.30			.52

LOAN AND LEASE PORTFOLIO (unaudited)

	3/31/04			12/31/03			9/30/03			6/30/03			3/31/03
	(Dollars in thousands)
Loan and lease portfolio, net(1):
One-to-four family:
Permanent:
Fixed rate	$	6,825,379		$	6,001,695		$	6,737,463		$	5,411,639		$	5,506,314
Adjustable rate		2,867,295			2,830,677			2,600,507			2,577,778			2,546,426
Construction		483,275			485,354			451,093			418,485			412,973
		10,175,949			9,317,726			9,789,063			8,407,902			8,465,713
Commercial real estate:
Multifamily		800,524			776,528			752,006			739,464			705,851
Commercial		1,242,304			1,193,377			1,181,362			1,148,073			1,058,610
Construction		541,600			521,680			528,628			536,330			496,106
		2,584,428			2,491,585			2,461,996			2,423,867			2,260,567
Consumer:
Retail		6,018,261			5,491,923			4,999,488			4,180,702			4,173,080
Automobile		6,272,710			6,364,703			6,376,830			6,247,964			5,934,502
Consumer finance		1,130,226			1,092,533			1,073,054			1,038,517			1,005,077
		13,421,197			12,949,159			12,449,372			11,467,183			11,112,659
Business:
Leases		2,208,350			2,195,418			2,166,350			2,104,713			2,125,905
Corporate banking		1,780,350			1,680,293			1,553,739			1,462,880			1,368,069
		3,988,700			3,875,711			3,720,089			3,567,593			3,493,974
Loans and leases before allowance for loan and lease losses		30,170,274			28,634,181			28,420,520			25,866,545			25,332,913
Allowance for loan and lease losses		(384,842	)		(383,733	)		(389,355	)		(376,393	)		(355,926	)
Loans and leases, net(1)	$	29,785,432		$	28,250,448		$	28,031,165		$	25,490,152		$	24,976,987
Portfolio of loans serviced for others	$	16,124,233		$	16,877,169		$	16,700,490		$	18,948,077		$	18,713,649

(1) Includes loans held for sale.

CHARTER ONE FINANCIAL, INC. NONPERFORMING AND UNDERPERFORMING ASSETS (unaudited)

	3/31/04			12/31/03			9/30/03			6/30/03			3/31/03
	(Dollars in thousands)
Nonperforming assets:
Nonaccrual loans and leases:
Real estate mortgage loans:
One-to-four family	$	24,143		$	23,301		$	22,784		$	25,723		$	27,867
Multifamily and commercial		34,296			33,692			11,333			16,764			5,591
Construction and land		25,114			25,161			22,974			27,483			8,015
Total real estate mortgage loans		83,553			82,154			57,091			69,970			41,473
Retail consumer		10,163			9,818			10,405			10,652			12,046
Automobile		—			—			—			—			—
Consumer finance		43,733			42,843			42,589			43,175			42,562
Leases		6,201			6,360			6,569			6,877			15,264
Corporate banking		25,073			28,408			25,078			35,595			42,068
Total nonaccrual loans and leases		168,723			169,583			141,732			166,269			153,413
Restructured loans		—			474			481			488			494
Total nonperforming loans and leases		168,723			170,057			142,213			166,757			153,907
Real estate and other collateral owned		29,793			35,654			47,249			39,278			40,020
Total nonperforming assets	$	198,516		$	205,711		$	189,462		$	206,035		$	193,927
Ratio of:
Nonperforming loans and leases to total loans and leases		.57	%		.60	%		.51	%		.65	%		.62	%
Nonperforming assets to total assets		.48			.48			.44			.47			.45
Nonperforming assets to total loans, leases and real estate and other collateral owned		.67			.73			.67			.81			.78
Allowance for loan and lease losses to:
Nonperforming loans and leases		228.09			225.65			273.78			225.71			231.26
Total loans and leases before allowance		1.28			1.34			1.37			1.46			1.40
Accruing loans and leases delinquent more than 90 days:
Real estate mortgage loans:
One-to-four family	$	21,576		$	21,549		$	21,239		$	18,056		$	23,507
Multifamily and commercial		—			—			—			396			—
Construction and land		—			—			—			—			—
Total real estate mortgage loans		21,576			21,549			21,239			18,452			23,507
Retail consumer		2,144			2,722			2,654			3,056			3,229
Automobile		2,035			2,771			2,680			2,254			3,579
Consumer finance		15,340			17,839			23,298			21,172			27,395
Leases		—			52			—			—			181
Corporate banking		412			522			311			117			471
Total accruing loans and leases delinquent more than 90 days	$	41,507		$	45,455		$	50,182		$	45,051		$	58,362
Total underperforming assets	$	240,023		$	251,166		$	239,644		$	251,086		$	252,289
Ratio of:
Underperforming assets to total assets		.58	%		.59	%		.55	%		.57	%		.58	%
Underperforming assets to total loans, leases and real estate and other collateral owned		.81			.89			.85			.98			1.01

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	CHARTER ONE FINANCIAL, INC.
Date: April 19, 2004	By:	/s/ Robert J. Vana
		Robert J. Vana
		Senior Vice President, Chief Corporate Counsel and Corporate Secretary

Filing Compare · CHARTER ONE FINANCIAL INC