ITEM 1 BUSINESS
BANC ONE CORPORATION ("Registrant" or "BANC ONE") became an Ohio chartered bank holding company in 1989 and was a Delaware chartered holding company from 1968 to 1989. For a description of the Business of BANC ONE refer to the following sections of the 1994 Annual Report to Shareholders, which are expressly incorporated herein by reference: 1. "Corporate Profile" on the inside front cover. 2. "Market Presence by State" and "Other Affiliates" on page 76. 3. Note 2, "Affiliations, Pending Affiliations, and Divestitures," on page 29
COMPETITION
Active competition exists in all principal areas in which BANC ONE or one or more of its subsidiaries is presently engaged, not only with respect to commercial banks, but also with savings and loan associations, credit unions, finance companies, mortgage companies, leasing companies, insurance companies, money market mutual funds and brokerage houses together with other domestic and foreign financial and non-financial institutions such as General Electric, General Motors and Ford.
EMPLOYEES
As of December 31, 1994 BANC ONE and its consolidated subsidiaries had approximately 48,800 full-time equivalent employees.
ITEM 2
ITEM 2 PROPERTIES
BANC ONE leases its principal offices in Columbus, Ohio under several long-term leases expiring at dates ranging from 1995 through 2022. As of December 31, 1994 BANC ONE's affiliate banks had 1,418 banking offices located in Arizona, Colorado, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. BANC ONE and its subsidiaries own or lease various office space, computer centers and warehouses. For additional information see the following portions of the 1994 Annual Report to Shareholders, which are expressly incorporated herein by reference: 1. Note 15, "Leases" on page 42 2. Note 7, "Bank Premises and Equipment," on page 36
ITEM 3
ITEM 3 LEGAL PROCEEDINGS
In 1992, Bank One, Columbus, N.A. ("Columbus") was named a defendent in a purported class action lawsuit in Pennsylvania challenging whether Columbus can impose various types of fees, allowed by the state of Ohio, on cardholders residing in Pennsylvania (the "Suit"). The Suit seeks unquantified compensatory and triple damages and other equitable relief. The Suit is one of many similar class action lawsuits brought against credit card issuing banks throughout the United States. The dismissal of the Suit by the Court of Common Pleas of Philadelphia County, Pennsylvania, which had been upheld by a panel of the Pennsylvania Superior Court, was reversed by the entire Pennsylvania Superior Court in December 1994. Columbus has appealed the decision to the Pennsylvania Supreme Court. Legal counsel believes that the decision of the Pennsylvania Superior Court is contrary to the decisions of most state and federal courts outside Pennsylvania that have considered the issue, which have held that national banks may use the rates and fees of the bank's home state in contracts with cardholders from other states. Even if the Suit were ultimately decided adversely to Columbus, management believes that such determination would not be material to BANC ONE's consolidated financial position, liquidity or results of operations. There can be no assurance that bank affiliates of BANC ONE will not be named as defendents in future similar lawsuits.
Except as stated above, neither BANC ONE nor any of its subsidiaries is involved in any material pending legal proceedings other than ordinary routine litigation incident to the business. Similarly, no property owned by any said entities is the subject of any material pending legal proceedings other than ordinary routine litigation incident to the business.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter 1994 no matters were submitted to a vote by security holders.
PART II
ITEM 5
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
See "Financial Highlights" and "Stock Listing" on page 21, "Consolidated Quarterly Financial Data" on pages 58 and 59, Notes 10, 11, 12 and 18 on pages 38, 39 and 46, "Five Year Performance Summary" on page 51 and "Ten Year Performance Summary" on pages 52 and 53 of the 1994 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 6
ITEM 6 SELECTED FINANCIAL DATA
See "Five Year Performance Summary" and "Ten Year Performance Summary" on pages 51 through 53 and Note 2 of "Notes to Financial Statements" on page 29 of the 1994 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See "Management's Discussion and Analysis" on pages 61 through 75, "Five Year Summary-Average Balances, Income and Expense, Yields and Rates" on pages 54 and 55, "Rate-Volume Analysis" on page 60, "Reserve for Loan and Lease Losses" on page 56, "Loan and Lease Analysis" on page 57 and "Consolidated Quarterly Financial Data" on pages 58 and 59 of the 1994 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Consolidated Financial Statements" on pages 22 through 50, "Consolidated Quarterly Financial Data" on pages 58 and 60 of the 1994 Annual Report to Shareholders, which are expressly incorporated herein by reference.
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Registrant has had no disagreement on accounting and financial disclosure matters and has not changed accountants during the two year period ending December 31, 1994.
PART III
ITEM 10
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors and executive officers of the Registrant include those persons enumerated under "Election of Directors" in the Definitive Proxy Statement for the BANC ONE Annual Meeting to be held April 18, 1995, those portions of which are expressly incorporated herein by reference.
Executive officers as of March 1, 1995 are set forth below. Unless otherwise designated, they are officers of BANC ONE CORPORATION. Others hold the positions indicated in wholly owned subsidiaries. All of these executive officers, with the exception of messengers Chancey, Neubert and Steinhart, have been employed by BANC ONE in various capacities during the past 5 years.
All market transactions in BANC ONE's securities by its Directors and Executive Officers during 1994 were reported promptly and correctly under the Securities and Exchange Commission's rules relating to the reporting of securities transactions by directors and officers, with the exception of the reports noted in "Certain Reports" in the Definitive Proxy Statement for the BANC ONE Annual Meeting to be held April 18, 1995, these portions of which are expressly incorporated herein by presence.
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
See "Election of Directors", "Directors Fees and Compensation" and the following sections of "Executive Compensation" (Summary Annual Compensation, 1989 Stock Incentive Plan, Savings Plan and Retirement Benefits on pages 9-13 and 14-16) in the Definitive Proxy Statement for the BANC ONE Annual Meeting to be held April 18, 1995, those portions of which are expressly incorporated herein by reference.
ITEM 12
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning the beneficial ownership of BANC ONE Common Stock as of January 1, 1995 by each person who is known by the Registrant to own beneficially more than 5% of BANC ONE Common Stock is set forth in the first paragraph under "Ownership of Shares" in the Definitive Proxy Statement for the BANC ONE Annual Meeting to be held on April 18, 1995, those portions of which are expressly incorporated by reference herein. Information concerning the beneficial ownership of BANC ONE Common Stock as of January 1, 1995 by each current director (other than Messrs. McPherson and Ventres) and each nominee for director is set forth under "Election of Directors" in the Definitive Proxy Statement for the BANC ONE Annual Meeting to be held on April 18, 1995, those portions of which are expressly incorporated by reference herein.
Set forth below is information concerning the number of shares of BANC ONE Common Stock(1) owned beneficially by (i) all BANC ONE directors and executive officers (31 individuals) as a group as of January 1, 1995, (ii) by the executive officers of BANC ONE named in the Summary Compensation Table, except with repect to Messrs. John B. McCoy and Lehmann whose share ownership is reported in the information on nominees for election as directors under "Election of Directors" in the Definitive Proxy Statement for the BANC ONE Annual Meeting to be held April 18, 1995, those portions of which are expressly incorporated herein by reference, and (iii) by those incumbent directors of BANC ONE (Messrs. McPherson and Ventres) who are not standing for re-election.
ITEM 13
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Compensation Committee Interlocks and Insider Participation" and "Transactions with Management and Others" in the Definitive Proxy Statement for the BANC ONE Annual Meeting to be held April 18, 1995, those portions of which are expressly incorporated herein by reference.
PART IV
ITEM 14
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
BANC ONE CORPORATION and Subsidiaries
No schedules are included because they are not required, not applicable, or the required information is contained elsewhere.
Report on Form 8K filed November 21, 1994 announcing $235 million in after tax charges against earnings to cover the cost of virtually eliminating sensitivity to rising short-term interest rates and of accelerating on going programs to reduce costs and increase efficiency in both banking and non-banking operations.
INDEX TO EXHIBITS
There are no agreements with respect to long-term debt of the Registrant to authorize securities in an amount which exceeds 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any agreement with respect to long-term debt of the Registrant to the Securities and Exchange Commission upon request.