<PAGE>   1
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                   FORM 10-Q
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON D.C. 20549
 
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
 
    For The Quarterly Period Ended September 30, 1998
 
                                       OR
 
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
 
                        Commission File Number 333-60313
 
                              BANK ONE CORPORATION
-------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                                         <C>
                      Delaware                                                   31-0738296
     ------------------------------------------                  ------------------------------------------
  (STATE OR OTHER JURISDICTION OF INCORPORATION OR                       (IRS EMPLOYER I.D. NUMBER)
                    ORGANIZATION)
</TABLE>
 
               One First National Plaza, Chicago, Illinois 60670
                ------------------------------------------------
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)
 
                                 (312) 732-4000
                                ----------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes  X          No  __
 
The number of shares outstanding of the Registrant's common stock, $.01 par
value, was 1,175,836,646 at October 31, 1998.
 
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<PAGE>   2
 
                     BANC ONE CORPORATION AND SUBSIDIARIES
 
                                   FORM 10-Q
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                          <C>
              PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
            Consolidated Balance Sheet......................     3
            Consolidated Statement of Income................     4
            Consolidated Condensed Statement of Cash
            Flows...........................................     5
            Consolidated Statement of Changes in
            Stockholders' Equity............................     6
            Notes to the Consolidated Financial
            Statements......................................     7
            Consolidated Quarterly Financial Data...........    10
            Average Balances, Income and Expense, Yields and
            Rates...........................................    12
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
            Acquisitions and Mergers........................    14
            "Reported" vs "Managed" Analysis................    15
            Results of Operations...........................    15
               Overview.....................................    15
               Net Interest Income/Net Interest Margin......    16
               Noninterest Income...........................    18
               Noninterest Expense..........................    19
               Income Taxes.................................    20
               Year 2000 Compliance.........................    20
            Line of Business Results........................    21
            Balance Sheet Analysis..........................    21
               Securities...................................    21
               Loans and Leases.............................    22
               Other Assets.................................    23
               Deposits.....................................    23
               Borrowings...................................    23
               Capital......................................    23
            Credit Quality..................................    24
            Performance Analysis -- Managed Portfolio.......    26
            Risk Management.................................    28
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
  MARKET RISK...............................................    30
 
                PART II -- OTHER INFORMATION
Item 1. Legal Proceedings...................................    31
Item 2. Changes in Securities and Use of Proceeds...........    31
Item 3. Defaults upon Senior Securities.....................    31
Item 4. Submission of Matters to a Vote of Security
        Holders.............................................    31
Item 5. Other Information...................................    32
Item 6. Exhibits and Reports on Form 8-K....................    32
 
Signatures..................................................    33
</TABLE>
 
                                        2
<PAGE>   3
 
BANC ONE CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                              SEPTEMBER 30,    DECEMBER 31,
       $(MILLIONS, EXCEPT SHARE AMOUNTS) (UNAUDITED)              1998             1997
-------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>
ASSETS:
Cash and due from banks.....................................   $  6,703.8       $  8,162.3
Short-term investments......................................      1,156.5            938.6
Loans held for sale.........................................      1,449.7          2,362.0
Securities:
  Securities held to maturity...............................        671.6            785.3
  Securities available for sale.............................     19,332.0         16,711.3
                                                               ----------       ----------
     Total securities (fair value approximates $20,013.2 and
      $17,511.4 at September 30, 1998, and December 31,
      1997, respectively)...................................     20,003.6         17,496.6
Loans and leases (net of unearned income of $2,454.1 and
  $2,017.0 and allowance for credit losses of $1,342.9 and
  $1,409.1 at September 30, 1998, and December 31, 1997,
  respectively).............................................     81,157.2         87,083.8
Other assets:
  Bank premises and equipment, net..........................      2,056.7          2,045.3
  Interest earned, not collected............................        947.1            925.8
  Other real estate owned...................................        103.3             70.1
  Excess of cost over net assets of affiliates purchased....        700.5            755.2
  Other.....................................................      5,871.0          5,557.7
                                                               ----------       ----------
       Total other assets...................................      9,678.6          9,354.1
                                                               ----------       ----------
       TOTAL ASSETS.........................................   $120,149.4       $125,397.4
                                                               ==========       ==========
LIABILITIES:
Deposits:
  Noninterest-bearing.......................................   $ 19,490.7       $ 19,862.3
  Interest-bearing..........................................     62,361.4         65,357.6
                                                               ----------       ----------
     Total deposits.........................................     81,852.1         85,219.9
Federal funds purchased and repurchase agreements...........      8,443.0         11,075.0
Other short-term borrowings.................................      2,362.9          3,095.8
Long-term debt..............................................     11,038.8         11,457.2
Accrued interest payable....................................        489.0            544.7
Other liabilities...........................................      3,920.3          2,801.5
                                                               ----------       ----------
       TOTAL LIABILITIES....................................    108,106.1        114,194.1
                                                               ----------       ----------
STOCKHOLDERS' EQUITY:
Series C convertible preferred stock, 35,000,000 shares
  authorized, no par value, 2,707,917 shares issued and
  outstanding at December 31, 1997..........................                         135.4
Common stock, no par value, $5 stated value, 950,000,000
  shares authorized; 705,384,555 and 701,207,558 shares
  issued at September 30, 1998, and December 31, 1997,
  respectively..............................................      3,526.9          3,506.0
Capital in excess of aggregate stated value of common
  stock.....................................................      6,780.5          6,803.9
Retained earnings...........................................      1,549.8            672.0
Accumulated change related to other nonowner transactions...        187.6            154.7
Treasury stock (26,728 and 1,421,331 shares at September 30,
  1998, and December 31, 1997, respectively), at cost.......         (1.5)           (68.7)
                                                               ----------       ----------
       TOTAL STOCKHOLDERS' EQUITY...........................     12,043.3         11,203.3
                                                               ----------       ----------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...........   $120,149.4       $125,397.4
                                                               ==========       ==========
</TABLE>
 
The accompanying notes are an integral part of the consolidated financial
statements.
 
                                        3
<PAGE>   4
 
BANC ONE CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENT OF INCOME
 
<TABLE>
<CAPTION>
                                                    FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                                    ENDED SEPTEMBER 30,     ENDED SEPTEMBER 30,
                                                    --------------------    --------------------
$(MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)     1998        1997        1998        1997
------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>         <C>
INTEREST INCOME:
  Loans and leases................................  $1,970.9    $2,265.3    $6,084.0    $6,505.8
  Securities:
     Taxable......................................     372.2       261.3     1,000.0       870.0
     Tax-exempt...................................      17.3        21.3        53.2        66.7
  Loans held for sale.............................      50.8         7.9       210.7       130.4
  Other...........................................      14.1        11.2        43.1        34.1
                                                    --------    --------    --------    --------
       TOTAL INTEREST INCOME......................   2,425.3     2,567.0     7,391.0     7,607.0
INTEREST EXPENSE:
  Deposits:
     Demand, savings and money market deposits....     342.5       306.7     1,014.5       876.8
     Time deposits................................     339.5       409.1     1,060.0     1,226.1
  Borrowings......................................     336.1       389.7     1,062.1     1,130.3
                                                    --------    --------    --------    --------
       TOTAL INTEREST EXPENSE.....................   1,018.1     1,105.5     3,136.6     3,233.2
                                                    --------    --------    --------    --------
       NET INTEREST INCOME........................   1,407.2     1,461.5     4,254.4     4,373.8
Provision for credit losses.......................     177.3       286.6       583.4       982.3
                                                    --------    --------    --------    --------
       Net interest income after provision for
          credit losses...........................   1,229.9     1,174.9     3,671.0     3,391.5
NONINTEREST INCOME:
  Investment management and advisory activities...      96.0        88.6       283.0       250.3
  Service charges on deposit accounts.............     199.5       191.6       593.8       560.7
  Loan servicing income...........................     654.4       554.5     1,672.5     1,263.9
  Securities gains, net...........................      20.4        11.0        85.8        44.1
  Other...........................................     351.3       305.5     1,149.5       752.7
                                                    --------    --------    --------    --------
       TOTAL NONINTEREST INCOME...................   1,321.6     1,151.2     3,784.6     2,871.7
NONINTEREST EXPENSE:
  Salary and related costs........................     645.3       662.7     1,990.8     1,881.9
  Net occupancy and equipment.....................     114.8        95.0       330.8       264.4
  Depreciation and amortization...................     119.6       122.0       353.3       355.9
  Outside services and processing.................     236.1       233.7       727.7       634.4
  Marketing and development.......................     236.5       250.1       611.1       588.0
  Communication and transportation................     122.0       115.1       364.6       325.4
  Restructuring charges...........................                             126.9       337.3
  Other...........................................     159.5       140.5       517.4       429.4
                                                    --------    --------    --------    --------
       TOTAL NONINTEREST EXPENSE..................   1,633.8     1,619.1     5,022.6     4,816.7
                                                    --------    --------    --------    --------
Income before income taxes........................     917.7       707.0     2,433.0     1,446.5
Provision for income taxes........................     270.1       242.2       749.7       522.1
                                                    --------    --------    --------    --------
NET INCOME........................................  $  647.6    $  464.8    $1,683.3    $  924.4
                                                    ========    ========    ========    ========
NET INCOME PER COMMON SHARE:
     NET INCOME PER COMMON SHARE, BASIC...........  $   0.92    $   0.67    $   2.39    $   1.33
                                                    ========    ========    ========    ========
     NET INCOME PER COMMON SHARE, DILUTED.........  $   0.91    $   0.65    $   2.36    $   1.30
                                                    ========    ========    ========    ========
</TABLE>
 
The accompanying notes are an integral part of the consolidated financial
statements.
 
                                        4
<PAGE>   5
 
BANC ONE CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                              ----------------------
                  $(MILLIONS) (UNAUDITED)                       1998         1997
------------------------------------------------------------------------------------
<S>                                                           <C>         <C>
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
  Net income................................................  $1,683.3    $    924.4
  Depreciation expense......................................     278.8         260.9
  Amortization of other intangibles.........................      74.5          95.0
  Other cash provided by (used in) operating activities.....   2,143.7         (18.6)
                                                              --------    ----------
       Net cash provided by operating activities............   4,180.3       1,261.7
                                                              --------    ----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
  Securities available for sale activity:
     Purchases..............................................  (6,232.1)     (8,237.8)
     Maturities.............................................   2,859.4       3,290.8
     Sales..................................................   6,690.5       8,839.9
  Securities held to maturity activity:
     Purchases..............................................                  (502.5)
     Maturities.............................................     104.6         644.6
  Loan activity:
     Net increase, excluding sales and purchases............  (5,175.6)    (11,527.6)
     Sales..................................................  12,961.5      10,582.2
     Purchases and related premiums.........................  (6,447.9)       (801.0)
  Net (increase) decrease in short-term investments.........    (217.9)        183.1
  Additions to bank premises and equipment..................    (569.1)       (395.0)
  Sale of banks and branch offices..........................  (2,403.2)        (22.3)
  Net increase in credit card securitization activity.......  (2,068.1)       (750.0)
  Net cash acquired in acquisitions.........................                   240.7
  All other investing activities, net.......................     236.7         261.6
                                                              --------    ----------
       Net cash provided by (used in) investing
        activities..........................................    (261.2)      1,806.7
                                                              --------    ----------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
  Net increase in demand savings and money market
     deposits...............................................   2,023.9         994.7
  Net decrease in time deposits.............................  (2,239.9)     (1,593.5)
  Net decrease in short-term borrowing......................  (3,364.9)     (6,371.5)
  Issuance of long-term borrowings..........................   2,281.3       5,754.6
  Repayment of long-term borrowings.........................  (3,201.8)       (719.5)
  Cash dividends paid.......................................    (798.0)       (622.7)
  Purchase of treasury stock................................    (146.3)       (707.3)
  All other financing activities, net.......................      68.1          56.6
                                                              --------    ----------
       Net cash (used in) financing activities..............  (5,377.6)     (3,208.6)
                                                              --------    ----------
  Decrease in cash and cash equivalents.....................  (1,458.5)       (140.2)
  Cash and cash equivalents at January 1....................   8,162.3       6,967.8
                                                              --------    ----------
  Cash and cash equivalents at September 30.................  $6,703.8    $  6,827.6
                                                              ========    ==========
</TABLE>
 
The accompanying notes are an integral part of the consolidated financial
statements.
 
                                        5
<PAGE>   6
 
BANC ONE CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 
<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                              ----------------------
     $(MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)          1998         1997
------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
BALANCE, BEGINNING OF PERIOD................................  $11,203.3    $10,608.0
Net income..................................................    1,683.3        924.4
Changes related to other nonowner transactions:
  Change in unrealized holding gains (losses) on securities
     available for sale, net of tax.........................       32.9         72.1
                                                              ---------    ---------
       Total net income and changes related to other
        nonowner transactions...............................    1,716.2        996.5
                                                              ---------    ---------
Exercise of stock options, net of shares purchased..........       (1.7)       (10.3)
Shares issued in acquisitions...............................        1.4        538.4
Stock transactions related to employee benefit plans and
  other.....................................................       68.4         80.1
Cash dividends:
  Common ($1.14 and $1.04 per share for the nine months
     ended September 30, 1998 and 1997, respectively).......     (795.9)      (561.3)
  Series C Preferred ($1.32 and $2.63 per share for the nine
     months ended September 30, 1998 and 1997,
     respectively)..........................................       (2.1)        (9.6)
  Preferred stock of pooled affiliate.......................                   (51.8)
Purchase of treasury stock..................................     (146.3)      (707.3)
                                                              ---------    ---------
BALANCE, END OF PERIOD......................................  $12,043.3    $10,882.7
                                                              =========    =========
</TABLE>
 
The accompanying notes are an integral part of the consolidated financial
statements.
 
                                        6
<PAGE>   7
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
1.  BASIS OF PRESENTATION
 
     The consolidated financial statements presented in this document represent
the operations of BANC ONE CORPORATION ("BANC ONE") and have not been restated
to reflect the merger with First Chicago NBD Corporation ("First Chicago NBD")
which was effective on October 2, 1998 to be accounted for as a pooling of
interests. See additional discussion regarding the merger on page 9.
 
     The accompanying consolidated financial statements are unaudited. However,
in the opinion of management, they contain the adjustments, all of which are
normal and recurring in nature, necessary to present fairly the consolidated
financial position, results of operations and changes in cash flow. The
consolidated financial statements and notes to the consolidated financial
statements contained in the Annual Report on Form 10-K for the year ended
December 31, 1997, and the Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1998, should be read in conjunction with these
consolidated financial statements. The "Corporation" is defined as the parent
company only. "BANC ONE" refers to the Corporation and all significant
majority-owned subsidiaries. Certain prior period amounts have been reclassified
to be consistent with current presentation.
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
 
2.  ACQUISITION
 
     On September 30, 1998, BANC ONE purchased the credit card operation of
Chevy Chase Bank, FSB. The portfolio included $4.9 billion in managed credit
card loans and 3.1 million Visa(R) and MasterCard(R) credit card accounts. At
the purchase date, an intangible asset of $290.6 million was recognized on the
balance sheet and is being amortized over 7 years using the straight line
method.
 
     On June 12, 1998, BANC ONE completed its acquisition of First Commerce
Corporation ("First Commerce") located in New Orleans, Louisiana, resulting in
the issuance of approximately 56 million shares of BANC ONE's common stock
valued at $3.5 billion for all the outstanding shares of First Commerce common
stock, in a tax-free exchange. First Commerce was a multi-bank holding company
with total assets of approximately $9.3 billion and stockholders' equity of
approximately $804.6 million at June 12, 1998. The acquisition was accounted for
as a pooling of interests and, therefore, the consolidated financial statements
have been restated for all prior periods presented to include the results of
operations, financial position and changes in cash flows of First Commerce.
 
     In connection with the First Commerce merger, BANC ONE identified
restructuring and merger integration charges of $182.0 million ($127.3 million
after tax), of which $126.9 million was recorded as a restructuring charge,
$43.6 million represented integration costs, and $11.5 million was associated
with Year 2000 compliance. The restructuring charge of $126.9 million associated
with the First Commerce merger consisted of employee benefits and severance
costs, and other merger-related costs.
 
3.  CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
 
     Supplemental disclosures for the consolidated condensed statement of cash
flows are as follows: common stock issued and treasury stock reissued in
purchase acquisitions was $1.4 million and $538.4 million for the nine months
ended September 30, 1998 and 1997, respectively, and securities trades not
settled increased $1.3 million and decreased $381.3 million for the nine months
ended September 30, 1998 and 1997, respectively. Finally, in connection with the
First USA merger, $3.6 billion of mortgage backed securities were reclassified
from held to maturity to available for sale during the 1997 second quarter.
 
     In addition, noncash investing activities for the nine months ended
September 30, 1998, included the following transfers of securitization-related
assets: (1) an interest-only strip, associated with credit card securitizations,
of $585.5 million was transferred from other assets to securities available for
sale and (2) certificated retained interests in credit card securitizations of
$3.2 billion were transferred from loans to securities available for sale.
 
                                        7
<PAGE>   8
 
4.  EARNINGS PER SHARE
 
<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED       NINE MONTHS ENDED
                                                      SEPTEMBER 30,            SEPTEMBER 30,
                                                  ----------------------    --------------------
     $(MILLIONS, EXCEPT PER SHARE AMOUNTS)          1998         1997         1998        1997
------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>         <C>
BASIC:
  EARNINGS:
     Net income.................................  $   647.6    $   464.8    $1,683.3    $  924.4
     Deduct: Dividends on preferred shares......                     3.0         2.1        15.4
                                                  ---------    ---------    --------    --------
                                                  $   647.6    $   461.8    $1,681.2    $  909.0
                                                  =========    =========    ========    ========
  SHARES:
     Weighted average common shares
       outstanding..............................      705.0        695.9       702.3       682.8
                                                  =========    =========    ========    ========
NET INCOME PER COMMON SHARE, BASIC..............  $    0.92    $    0.67    $   2.39    $   1.33
                                                  =========    =========    ========    ========
DILUTED:
  EARNINGS:
     Net income.................................  $   647.6    $   464.8    $1,683.3    $  924.4
     Interest expense on convertible debentures,
       net of tax...............................        1.5          1.7         4.7         5.0
                                                  ---------    ---------    --------    --------
                                                  $   649.1    $   466.5    $1,688.0    $  929.4
                                                  =========    =========    ========    ========
  SHARES:
     Weighted average common shares
       outstanding..............................      705.0        695.9       702.3       682.8
     Add: Dilutive effect of outstanding
       options..................................        5.2         11.5         7.1        11.7
     Add: Conversion of preferred stock.........                     7.5         1.9        15.7
     Add: Other dilutive contingent share
       issuances................................        3.9          4.5         4.1         4.5
                                                  ---------    ---------    --------    --------
     Weighted average common shares
       outstanding..............................      714.1        719.4       715.4       714.7
                                                  =========    =========    ========    ========
NET INCOME PER COMMON SHARE, DILUTED............  $    0.91    $    0.65    $   2.36    $   1.30
                                                  =========    =========    ========    ========
</TABLE>
 
5.  CHANGES IN STOCKHOLDERS' EQUITY
 
     In addition to net income, BANC ONE has identified changes related to other
nonowner transactions in the Consolidated Statement of Changes in Stockholders'
Equity. For BANC ONE, changes in other nonowner transactions consist entirely of
changes in unrealized holding gains and losses on securities available for sale.
 
<TABLE>
<CAPTION>
                                               NINE MONTHS ENDED                     NINE MONTHS ENDED
                                               SEPTEMBER 30, 1998                    SEPTEMBER 30, 1997
                                       ----------------------------------    ----------------------------------
                                       BEFORE-       TAX                     BEFORE-       TAX
                                         TAX      (EXPENSE)     AFTER-TAX      TAX      (EXPENSE)     AFTER-TAX
             $(MILLIONS)               AMOUNT     OR BENEFIT     AMOUNT      AMOUNT     OR BENEFIT     AMOUNT
---------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>           <C>          <C>        <C>           <C>
UNREALIZED GAINS ON SECURITIES:
  Unrealized holding gains arising
    during period....................  $133.3       $(41.0)       $92.3      $156.9       $(56.7)      $100.2
  Less: reclassification adjustment
    for gain realized in net
    income...........................   (85.8)        26.4        (59.4)      (44.1)        16.0        (28.1)
                                       ------       ------        -----      ------       ------       ------
Change related to other nonowner
  transactions.......................  $ 47.5       $(14.6)       $32.9      $112.8       $(40.7)      $ 72.1
                                       ======       ======        =====      ======       ======       ======
</TABLE>
 
     On January 20, 1998, the Corporation announced the election to redeem all
of the shares of BANC ONE's Series C Convertible Preferred Stock ("preferred
stock") on April 16, 1998, at the redemption price of $51.05 per share plus the
amount of any dividends accrued and unpaid.
 
     In addition, of the approximately 56 million shares of BANC ONE stock
issued in the acquisition of First Commerce, approximately four million shares
were shares of treasury stock.
 
6.  NEW ACCOUNTING PRONOUNCEMENTS
 
     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
This Statement establishes standards for reporting operating segments and
requires certain other disclosures about products and services, geographic areas
and
 
                                        8
<PAGE>   9
 
major customers. The disclosure requirements are effective for the year ending
December 31, 1998. The Statement requires selected information about operating
segments in interim financial reports beginning in 1999.
 
     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 provides guidance on
accounting for the costs of computer software developed or obtained for internal
use. BANC ONE adopted SOP 98-1 effective for the first quarter 1998. These costs
will be amortized on a straight-line basis over the benefit period, not to
exceed five years, and will be periodically reviewed for possible impairment.
 
     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain instruments
embedded in other contracts, and for hedging activities. SFAS No. 133 is
effective for fiscal years beginning after June 15, 1999, and may be implemented
as of the beginning of any fiscal quarter. SFAS No. 133 may not be applied
retroactively. BANC ONE is in the process of evaluating the impact of this new
Statement.
 
7.  SUBSEQUENT EVENT
 
     On October 2, 1998, BANC ONE and First Chicago NBD were each merged into a
new company BANK ONE CORPORATION ("BANK ONE"). Each share of BANC ONE common
stock was converted into one share of common stock of BANK ONE. Each share of
common stock of First Chicago NBD was converted into the right to receive 1.62
shares of BANK ONE common stock. In aggregate, 291 million shares of First
Chicago NBD were converted into 471 million shares of BANK ONE. Each share of
preferred stock of First Chicago NBD outstanding immediately prior to the merger
was converted into the right to receive one share of a series of corresponding
preferred stock of BANK ONE with substantially the same terms.
 
     The separate results of operations for BANC ONE and First Chicago NBD were
as follows:
 
<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED         NINE MONTHS ENDED
                                                    SEPTEMBER 30,             SEPTEMBER 30,
                                                ---------------------    -----------------------
    $(MILLIONS, EXCEPT PER SHARE AMOUNTS)         1998         1997        1998          1997
------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>         <C>           <C>
REVENUE:
  BANC ONE....................................  $3,747.9     $3,724.5    $11,182.3     $10,498.8
  First Chicago NBD...........................   2,663.4      2,582.8      8,019.4       7,499.7
NET INCOME:
  BANC ONE....................................  $  648.5     $  465.7    $ 1,686.0     $   927.1
  First Chicago NBD...........................     405.0        384.4      1,195.7       1,142.7
EARNINGS PER SHARE (DILUTED):
  BANC ONE....................................  $    .91     $    .65    $    2.36     $    1.30
  First Chicago NBD...........................      1.38         1.26         4.06          3.63
</TABLE>
 
     To conform with consistent methods of accounting, certain reclassifications
of certain revenue and expense items were made. In addition, the accounting
treatment for the postretirement transition obligation identified with the
implementation of SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," has been conformed. The 1994 balance of retained
earnings was decreased by $70 million to reflect a consistent up-front
recognition of the postretirement transition obligation. Noninterest expense was
reduced by $1.4 million and $4.2 million for the three and nine months ended
September 30, 1998, respectively, and net income was increased by $.9 million
and $2.7 million for the same periods. The above balances reflect the
reclassifications of certain revenue and expenses in addition to the effect of
the change in the accounting treatment of the postretirement transition
obligation.
 
     The transaction will be accounted for as a pooling of interests. For
further information, see BANC ONE's Current Reports on Form 8-K dated April 10,
1998 (as amended by Forms 8-K/A filed April 21, 1998 and May 19, 1998) and BANK
ONE's Current Report on Form 8-K dated October 6, 1998.
 
                                        9
<PAGE>   10
 
CONSOLIDATED QUARTERLY FINANCIAL DATA
 
<TABLE>
<CAPTION>
                                                                           QUARTERS
                                                --------------------------------------------------------------
                                                                1998                            1997
                                                ------------------------------------   -----------------------
$(MILLIONS, EXCEPT PER SHARE DATA) (UNAUDITED)    THIRD        SECOND       FIRST        FOURTH       THIRD
--------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>          <C>          <C>
CONDENSED INCOME STATEMENT:
  Total interest income (1)...........          $  2,440.7   $  2,502.3   $  2,493.8   $  2,505.7   $  2,582.0
  Total interest expense..............             1,018.1      1,057.3      1,061.2      1,074.8      1,105.5
                                                ----------   ----------   ----------   ----------   ----------
     Net interest income (1)..........             1,422.6      1,445.0      1,432.6      1,430.9      1,476.5
  Provision for credit losses.........               177.3        193.8        212.3        281.1        286.6
  Noninterest income..................             1,321.6      1,280.8      1,182.2      1,142.7      1,151.2
  Noninterest expense.................             1,633.8      1,808.4      1,580.4      1,568.4      1,619.1
  Taxable equivalent adjustment.......                15.4         16.1         14.3         15.3         15.0
                                                ----------   ----------   ----------   ----------   ----------
     Income before income taxes.......               917.7        707.5        807.8        708.8        707.0
  Income tax provision................               270.1        220.2        259.4        201.9        242.2
                                                ----------   ----------   ----------   ----------   ----------
     Net income.......................          $    647.6   $    487.3   $    548.4   $    506.9   $    464.8
                                                ==========   ==========   ==========   ==========   ==========
  Net income available to common
     stockholders.....................          $    647.6   $    487.3   $    546.3   $    504.5   $    461.8
                                                ==========   ==========   ==========   ==========   ==========
KEY AVERAGE BALANCES:
  Total securities (2)................          $ 20,464.6   $ 20,695.5   $ 18,348.7   $ 16,524.0   $ 17,396.5
  Total loans and leases..............            83,157.4     86,477.2     87,792.9     89,536.2     91,577.7
  Total assets........................           120,008.0    124,090.8    123,759.3    121,781.7    122,715.3
  Total deposits......................            81,577.3     83,856.0     84,042.3     82,895.9     82,899.5
  Total borrowed funds................            22,609.3     25,123.3     25,063.8     24,595.1     26,122.2
  Common stockholders' equity.........          $ 11,809.7   $ 11,307.7   $ 10,920.7   $ 10,706.5   $ 10,444.9
MARGIN ANALYSIS (1)(3)(4):
  Net interest income.................                5.32%        5.25%        5.30%        5.27%        5.31%
  Net funds function..................                4.66%        4.55%        4.52%        4.23%        4.28%
KEY OPERATING RATIOS:
  Return on average assets (3)........                2.14%        1.58%        1.80%        1.65%        1.50%
  Return on average common
     equity (3).......................               21.76        17.29        20.29        18.69        17.54
  Return on average total equity (3)..               21.76        17.28        20.13        18.54        17.36
  Average common equity to average assets...          9.84         9.11         8.82         8.79         8.51
  Average total equity to average assets...           9.84         9.12         8.93         8.91         8.66
  Tier I capital ratio................                9.23         9.03         8.94         8.57         8.60
  Total risk adjusted capital ratio...               13.58        13.47        13.60        12.97        13.09
  Tier I leverage ratio...............                9.06%        8.54%        8.18%        7.93%        7.66%
</TABLE>
 
---------------
 
(1) Fully taxable equivalent basis. The Federal statutory rate used was 35% for
    all periods presented.
 
(2) Average balances are based on amortized historical cost excluding SFAS No.
    115 adjustments to fair value which are included in other assets.
 
(3) Ratios presented on an annualized basis.
 
(4) As a percent of average earning assets.
 
(5) Excludes certain smaller balance loans collectively evaluated for
    impairment.
 
(6) Includes loans held for sale.
 
(7) Excluding nonperforming loans.
 
(8) Third quarter 1997 has not been restated for the 10% stock dividend declared
    on February 12, 1998.
 
                                       10
<PAGE>   11
 
CONSOLIDATED QUARTERLY FINANCIAL DATA (CONTINUED)
 
<TABLE>
<CAPTION>
                                                               QUARTERS
                                    --------------------------------------------------------------
                                                    1998                            1997
$(MILLIONS, EXCEPT PER SHARE DATA)  ------------------------------------   -----------------------
           (UNAUDITED)                THIRD        SECOND       FIRST        FOURTH       THIRD
--------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>          <C>          <C>          <C>
CREDIT ANALYSIS:
  Net charge-offs to average loans
     and leases (3).............           .83%        1.07%        1.06%        1.32%        1.29%
  Ending allowance to loans and
     leases.....................          1.63         1.60         1.60         1.59         1.60
  Nonperforming assets to loans
     and leases (5)(6)..........           .75          .70          .71          .57          .59
  Loans delinquent 90 or more days
     to loans and leases (6)(7)...         .55          .60          .62          .64          .74
  Allowance to nonperforming
     loans......................        253.52%      254.17%      250.96%      316.23%      307.03%
MANAGED DATA:
  Total average loans and leases
     (6)........................    $120,281.4   $119,965.1   $119,674.7   $117,659.6   $115,505.5
  Net interest margin (1)(3)....          6.61%        6.37%        6.49%        6.22%        6.25%
  Net funds function (1)(3).....          4.75         4.46         4.54         4.36         4.39
  Credit card net charge-offs to
     average credit card loans
     (3)........................          5.16         5.84         5.96         5.35         5.75
  Credit card loans delinquent 90
     or more days to credit card
     loans......................          2.07%        2.18%        2.38%        2.28%        2.02%
COMMON STOCK:
  Per common share data
     Net income, basic..........    $      .92   $      .69   $      .78   $      .73   $      .67
     Net income, diluted........           .91          .68          .77          .71          .65
     Cash dividends declared....           .38          .38          .38         .345         .345
     Book value (8).............    $    17.07   $    16.43   $    16.05   $    15.82   $    16.74
  Average shares outstanding,
     basic......................         705.0        703.5        698.4        699.3        695.9
  Average shares outstanding,
     diluted....................         714.1        715.3        716.6        719.3        719.4
  Shares traded, as originally
     reported...................         168.5        133.9        105.5        113.3        102.8
  Stock price:
     High.......................    $    61.50   $    65.63   $    63.94   $    54.37   $    52.10
     Low........................         37.75        54.94        44.66        43.01        43.24
     Close......................    $    42.44   $    55.81   $    63.25   $    49.37   $    50.91
</TABLE>
 
                                       11
<PAGE>   12
 
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES (1)
 
<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED               THREE MONTHS ENDED
                                                     SEPTEMBER 30, 1998               SEPTEMBER 30, 1997
                                               ------------------------------   ------------------------------
                                                AVERAGE     INCOME/    YIELD/    AVERAGE     INCOME/    YIELD/
$(MILLIONS) (UNAUDITED)                         BALANCES    EXPENSE     RATE     BALANCES    EXPENSE     RATE
--------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>        <C>      <C>          <C>        <C>
ASSETS:
Short-term investments.......................  $  1,075.4   $   14.1     5.20%  $    824.5   $   11.2     5.39%
Loans held for sale..........................     1,396.8       50.8    14.43        419.8        7.9     7.47
Securities: (2)
  Taxable....................................    19,266.0      373.2     7.69     15,878.6      261.9     6.54
  Tax-exempt.................................     1,198.6       24.8     8.21      1,517.9       30.9     8.08
                                               ----------   --------            ----------   --------
    Total securities.........................    20,464.6      398.0     7.72     17,396.5      292.8     6.68
Loans and leases: (3)
  Commercial:
    Commercial...............................    24,221.7      495.3     8.11     23,169.8      488.6     8.37
    Commercial real estate...................     6,341.9      141.8     8.87      7,036.5      158.4     8.93
    Construction real estate.................     4,190.7      101.6     9.62      4,235.4      103.3     9.68
    Lease financing..........................     2,957.7       54.8     7.35      2,540.7       48.2     7.53
  Consumer:
    Residential real estate..................     6,046.9      141.6     9.29      8,422.0      193.3     9.11
    Home equity..............................    10,231.7      246.9     9.57      8,786.4      214.7     9.69
    Indirect.................................     8,991.9      212.9     9.39      9,149.4      216.8     9.40
    Auto lease...............................     8,340.0      179.4     8.53      6,235.1      134.2     8.54
    Student..................................     2,306.4       44.0     7.57      2,374.9       44.8     7.48
    Other....................................     4,177.5      120.6    11.45      4,656.7      133.0    11.33
  Credit card................................     5,351.0      238.9    17.71     14,970.8      534.8    14.17
                                               ----------   --------            ----------   --------
    Total loans and leases...................    83,157.4    1,977.8     9.44     91,577.7    2,270.1     9.83
                                               ----------   --------            ----------   --------
    Total earning assets.....................   106,094.2    2,440.7     9.13    110,218.5    2,582.0     9.29
Allowance for credit losses..................    (1,318.7)                        (1,445.9)
Other assets.................................    15,232.5                         13,942.7
                                               ----------                       ----------
TOTAL ASSETS.................................  $120,008.0                       $122,715.3
                                               ==========                       ==========
LIABILITIES:
Deposits:
  Noninterest-bearing demand.................  $ 18,310.5                       $ 17,227.6
  Interest-bearing demand....................     2,517.0        9.8     1.54      2,653.9       12.9     1.93
  Savings and money market...................    35,468.0      332.7     3.72     33,261.0      293.8     3.50
  Time deposits:
    CDs less than $100,000...................    17,074.5      228.2     5.30     20,204.3      278.6     5.47
    CDs $100,000 and over:
      Domestic...............................     5,239.0       71.3     5.40      7,066.8       96.8     5.43
      Foreign................................     2,968.3       40.0     5.35      2,485.9       33.7     5.38
                                               ----------   --------            ----------   --------
         Total deposits......................    81,577.3      682.0     3.32     82,899.5      715.8     3.43
Borrowed funds:
  Short-term.................................    11,579.2      160.6     5.50     15,591.7      218.0     5.55
  Long-term..................................    11,030.1      175.5     6.31     10,530.5      171.7     6.47
                                               ----------   --------            ----------   --------
      Total borrowed funds...................    22,609.3      336.1     5.90     26,122.2      389.7     5.92
                                               ----------   --------            ----------   --------
      Total interest-bearing liabilities.....    85,876.1    1,018.1     4.70     91,794.1    1,105.5     4.78
Other liabilities............................     4,011.7                          3,072.5
                                               ----------                       ----------
TOTAL LIABILITIES............................   108,198.3                        112,094.2
Preferred stock..............................                                        176.2
Common stockholders' equity..................    11,809.7                         10,444.9
                                               ----------                       ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...  $120,008.0                       $122,715.3
                                               ==========                       ==========
Net interest rate spread.....................                            4.43                             4.51
NET INTEREST INCOME AND NET INTEREST
  MARGIN.....................................                1,422.6     5.32                 1,476.5     5.31
Provision for credit losses..................                 (177.3)    (.66)                 (286.6)   (1.03)
                                                            --------   ------                --------   ------
NET FUNDS FUNCTION...........................               $1,245.3     4.66%               $1,189.9     4.28%
                                                            ========   ======                ========   ======
</TABLE>
 
---------------
 
(1) Income amounts are presented on a fully taxable equivalent (FTE) basis. The
    federal statutory rate was 35% for all periods presented.
 
(2) Average securities balances are based on amortized historical cost,
    excluding SFAS 115 adjustments to fair value which are included in other
    assets.
 
(3) Nonaccrual loans are included in loan balances. Interest income includes
    related fee income.
 
                                       12
<PAGE>   13
 
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES (1) (CONTINUED)
 
<TABLE>
<CAPTION>
                                                     NINE MONTHS ENDED                NINE MONTHS ENDED
                                                     SEPTEMBER 30, 1998               SEPTEMBER 30, 1997
                                               ------------------------------   ------------------------------
                                                AVERAGE     INCOME/    YIELD/    AVERAGE     INCOME/    YIELD/
$(MILLIONS) (UNAUDITED)                         BALANCES    EXPENSE     RATE     BALANCES    EXPENSE     RATE
--------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>        <C>      <C>          <C>        <C>
ASSETS:
Short-term investments.......................  $  1,089.3   $   43.1    5.29%   $    857.7   $   34.1    5.32%
Loans held for sale..........................     1,940.1      210.7   14.52       1,382.4      130.4   12.61
Securities: (2)
  Taxable....................................    18,575.4    1,001.8    7.21      17,757.6      870.8    6.56
  Tax-exempt.................................     1,268.6       77.9    8.21       1,574.5       97.5    8.28
                                               ----------   --------            ----------   --------
    Total securities.........................    19,844.0    1,079.7    7.27      19,332.1      968.3    6.70
Loans and leases: (3)
  Commercial:
    Commercial...............................    24,284.1    1,480.4    8.15      22,426.5    1,403.7    8.37
    Commercial real estate...................     6,590.3      439.7    8.92       7,104.0      475.0    8.94
    Construction real estate.................     4,151.0      296.6    9.55       4,094.6      295.6    9.65
    Lease financing..........................     2,844.1      156.9    7.38       2,425.9      134.1    7.39
  Consumer:
    Residential real estate..................     6,990.9      483.3    9.24       8,016.3      546.9    9.12
    Home equity..............................     9,958.7      717.1    9.63       8,076.1      588.7    9.75
    Indirect.................................     8,792.3      610.6    9.29       9,695.9      668.2    9.21
    Auto lease...............................     7,666.2      518.5    9.04       5,555.8      357.7    8.61
    Student..................................     2,405.0      137.2    7.63       2,397.5      135.6    7.56
    Other....................................     4,377.0      402.3   12.29       4,665.1      420.6   12.05
  Credit card................................     7,732.5      860.7   14.88      13,617.7    1,495.0   14.68
                                               ----------   --------            ----------   --------
    Total loans and leases...................    85,792.1    6,103.3    9.51      88,075.4    6,521.1    9.90
                                               ----------   --------            ----------   --------
    Total earning assets.....................   108,665.5    7,436.8    9.15     109,647.6    7,653.9    9.33
Allowance for credit losses..................    (1,343.4)                        (1,344.0)
Other assets.................................    15,283.5                         13,078.7
                                               ----------                       ----------
TOTAL ASSETS.................................  $122,605.6                       $121,382.3
                                               ==========                       ==========
LIABILITIES:
Deposits:
  Noninterest-bearing demand.................  $ 18,611.1                       $ 16,587.0
  Interest-bearing demand....................     2,654.2       33.7    1.70       2,902.6       41.5    1.91
  Savings and money market...................    35,464.6      980.8    3.70      32,347.7      835.3    3.45
  Time deposits:
    CDs less than $100,000...................    18,139.9      724.0    5.34      20,269.8      836.2    5.52
    CDs $100,000 and over:
      Domestic...............................     5,526.3      224.9    5.44       7,145.7      291.7    5.46
      Foreign................................     2,753.4      111.1    5.39       2,424.9       98.2    5.41
                                               ----------   --------            ----------   --------
         Total deposits......................    83,149.5    2,074.5    3.34      81,677.7    2,102.9    3.44
Borrowed funds:
  Short-term.................................    12,738.6      518.6    5.44      17,217.8      696.1    5.41
  Long-term..................................    11,517.9      543.5    6.31       8,978.2      434.2    6.47
                                               ----------   --------            ----------   --------
      Total borrowed funds...................    24,256.5    1,062.1    5.85      26,196.0    1,130.3    5.77
                                               ----------   --------            ----------   --------
      Total interest-bearing liabilities.....    88,794.9    3,136.6    4.72      91,286.7    3,233.2    4.74
Other liabilities............................     3,807.2                          2,942.3
                                               ----------                       ----------
TOTAL LIABILITIES............................   111,213.2                        110,816.0
Preferred stock..............................        43.1                            188.7
Common stockholders' equity..................    11,349.3                         10,377.6
                                               ----------                       ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...  $122,605.6                       $121,382.3
                                               ==========                       ==========
Net interest rate spread.....................                           4.43                             4.59
NET INTEREST INCOME AND NET INTEREST
  MARGIN.....................................                4,300.2    5.29                  4,420.7    5.39
Provision for credit losses..................                 (583.4)   (.72)                  (982.3)  (1.20)
                                                            --------   -----                 --------   -----
NET FUNDS FUNCTION...........................               $3,716.8    4.57%                $3,438.4    4.19%
                                                            ========   =====                 ========   =====
</TABLE>
 
                                       13
<PAGE>   14
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
 
     This discussion should be read in conjunction with the consolidated
financial statements, notes and tables included elsewhere in this report and in
the BANC ONE CORPORATION Annual Report on Form 10-K for the year ended December
31, 1997 (the "1997 Form 10-K") and the Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1998. For purposes of this report, the term
"the Corporation" is defined as the parent company only and "BANC ONE" refers to
the Corporation and all significant majority-owned subsidiaries.
 
     Management's discussion and analysis may contain forward-looking statements
that are provided to assist in the understanding of anticipated future financial
performance. However, such performance involves risks and uncertainties which
may cause actual results to differ materially from those expressed in
forward-looking statements. For a discussion of these risks and uncertainties,
see the 1997 Form 10-K.
 
ACQUISITIONS AND MERGERS
 
     Effective October 2, 1998, BANC ONE and First Chicago NBD Corporation
("First Chicago NBD") were combined into a new corporation named BANK ONE
CORPORATION ("BANK ONE"). Each share of BANC ONE common stock was converted into
one share of BANK ONE common stock. Each share of First Chicago NBD common stock
was converted into the right to receive 1.62 shares of BANK ONE common stock.
 
     BANK ONE estimates that net restructuring and merger-related charges of
approximately $1.25 billion ($837 million after-tax) will be incurred related to
the merger. Actions incorporated in the business combination and restructuring
plan are principally targeted for implementation over a 12-18 month period
following the merger.
 
     Personnel-related items consist primarily of severance and benefits cost
for separated employees and costs associated with change in control provisions
in certain of First Chicago NBD's stock plans. The benefit package to be made
available to affected employees has been approved by management and communicated
on a corporate-wide basis. Facilities and equipment costs include the net cost
associated with the closing and divestiture of identified banking facilities,
and from the consolidation of headquarters and operational facilities. Other
merger-related transaction costs include investment banking fees, registration
and listing fees, and various accounting, legal and other related transaction
costs.
 
     While there can be no assurances as to the achievement of such business and
financial goals, BANK ONE currently expects to achieve approximately $1.2
billion in annual pre-tax synergies as a result of the merger. It is currently
anticipated that essentially all actions necessary to generate such synergies
will be completed in a two-year timeframe. Of this total, BANK ONE expects to
realize approximately $930 million in annual expense savings and approximately
$275 million in enhanced annual revenues. The expense savings will be derived
principally from cost reductions in the credit card, retail banking, commercial
banking, capital markets and indirect lending businesses, in the operations and
technology budgets and in its general and administrative expenses, as well as
through increased purchasing leverage with certain suppliers. Increased revenues
are expected to come principally in cross-selling opportunities involving the
credit card, retail banking and commercial banking businesses. For further
information on the First Chicago NBD merger, see BANC ONE's Current Report on
Form 8-K dated April 10, 1998 (as amended by Forms 8-K/A filed April 21, 1998
and May 19, 1998), and BANK ONE's Current Report on Form 8-K dated October 6,
1998.
 
     On September 30, 1998, BANC ONE purchased the credit card operation of
Chevy Chase Bank, FSB. The portfolio included $4.9 billion in managed credit
card loans and 3.1 million Visa(R) and MasterCard(R) credit card accounts. At
the purchase date, an intangible asset of $290.6 million was recognized on the
balance sheet and is being amortized over 7 years using the straight line
method.
 
     On June 12, 1998, BANC ONE completed its acquisition of First Commerce
Corporation ("First Commerce"), located in New Orleans, Louisiana. The
acquisition was accounted for as a pooling of interests and, accordingly, the
information included in this report presents the combined results of BANC ONE
and First Commerce as if the two companies had operated as a combined entity for
all periods presented.
 
                                       14
<PAGE>   15
 
     First Commerce was acquired in a tax-free exchange of stock, whereby BANC
ONE issued 1.408 shares (adjusted for the 10% common stock dividend) of BANC
ONE's common stock (approximately 56 million shares in total) for each
outstanding share of First Commerce common stock. First Commerce was a
multi-bank holding company with total assets of approximately $9.3 billion and
stockholders' equity of approximately $804.6 million at June 12, 1998.
 
     In connection with the First Commerce merger, BANC ONE identified
restructuring and merger integration charges of $182.0 million ($127.3 million
after tax), of which $126.9 million was recorded as a restructuring charge,
$43.6 million represented integration costs, and $11.5 million was associated
with Year 2000 compliance. The restructuring charge of $126.9 million associated
with the First Commerce merger consisted of employee benefits and severence
costs, and other merger-related costs.
 
"REPORTED" VS "MANAGED" ANALYSIS
 
     For funding and risk management purposes, BANC ONE periodically securitizes
loans and leases, primarily in support of credit card activities. The accounting
for securitizations complicates the understanding of underlying trends in net
interest income, net interest margin and noninterest income, as well as the
underlying growth rates of reported loans and leases. For a more complete
understanding, these trends are also reviewed on a "Managed" basis, which adds
data on securitized credit card loans to "Reported" data on loans and leases and
loans held for sale. The following analysis of "Reported" results of operations
should be read in conjunction with the analysis of "Managed" performance
beginning on page 26.
 
RESULTS OF OPERATIONS
 
  OVERVIEW
 
     Net income for the third quarter of 1998 was $647.6 million, or $.91 per
common share on a diluted basis, compared with $464.8 million, or $.65 per
common share for the same quarter last year. The increase in net income
primarily reflects a decrease of $109.3 million, or 38.1%, in the provision for
credit losses and an increase of $170.4 million, or 14.8%, in noninterest
income. For the nine month periods ended September 30, 1998 and 1997,
respectively, net income was $1,683.3 million, or $2.36 per share, and $924.4
million, or $1.30 per share, reflecting the same factors as the quarterly
results, as well as a decrease in restructuring charges, discussed below.
 
     Both the 1998 and 1997 nine-month periods were impacted by charges for
special acquisition-related items. The 1998 second quarter included $182.0
million ($127.3 million after tax) of restructuring and integration costs
associated with the acquisition of First Commerce. The $182.0 million
represented $126.9 million in restructuring charges, $43.6 million in
integration costs, as well as other merger-related costs. The 1997 second
quarter included $467.4 million ($328.8 million after tax) of costs associated
with the acquisition of First USA, Inc. ("First USA") and other strategic
initiatives. Of the $467.4 million recorded in 1997, $337.3 million was recorded
as a restructuring charge and $130.1 million was recorded as an additional
provision for credit losses. Excluding the impact of these acquisition-related
items, results for the nine-month periods ended September 30, 1998 and 1997,
respectively, were $1,810.6 million, or $2.54 per share, and $1,253.2 million,
or $1.76 per share.
 
     The annualized return on average common equity ("ROCE") increased to 21.76%
for the third quarter of 1998 compared with 17.54% for the same quarter last
year. The annualized return on average assets ("ROA") was 2.14% and 1.50% for
the three months ended September 30, 1998 and 1997, respectively. For the
nine-month periods ended September 30, 1998 and 1997, the annualized ROCE was
19.81% and 11.71%. respectively, while the annualized ROA was 1.84% and 1.02%,
respectively.
 
     Excluding the impact of the acquisition-related items above, for the nine
months ended September 30, 1998 and 1997, ROCE was 21.30% and 15.95%, while ROA
was 1.97% and 1.38%.
 
                                       15
<PAGE>   16
 
  NET INTEREST INCOME/NET INTEREST MARGIN
 
     Net interest income on a fully taxable equivalent ("FTE") basis was $1.4
billion for the third quarter ended September 30, 1998, a $53.9 million decrease
from the same quarter of 1997. For the nine months ended September 30, 1998, net
interest income on an FTE basis declined $120.5 million from the same period in
1997. The decreases in net interest income for both the three and nine months in
1998 were due primarily to declines in the average balance on credit card loans,
resulting from increased securitizations, generally offset by increases in the
average balances on other loans and leases and an increase in average
securities. The effect of securitizations is further discussed in "Performance
Analysis -- Managed Portfolio" beginning on page 26.
 
     Net interest margin was relatively flat at 5.32% for the three months ended
September 30, 1998, compared to 5.31% for the same quarter in 1997. For the nine
months ended September 30, 1998, when compared to the same period last year, the
net interest margin declined to 5.29%.
 
     The decline in the average balance on the credit card portfolio negatively
impacted interest income by $295.9 million during the third quarter of 1998, and
by $634.3 million for the nine months ended September 30, 1998, when compared to
the same periods in 1997. The average balance of the reported credit card
portfolio decreased 64.3% and 43.2%, respectively, from the three and nine
months ended September 30, 1997. The yield on the reported credit card portfolio
increased from 14.17% to 17.71% on a quarter-to-quarter basis and from 14.68% to
14.88% on a year-to-date basis. These increases primarily resulted from higher
fee income and an improvement in credit quality.
 
     The higher average loan and lease portfolio and generally flat yields,
excluding credit card loans, resulted in a modest increase in interest income of
$3.6 million and $216.5 million for the three and nine months ended September
30, 1998, respectively, from the same periods in 1997. Average commercial loans
increased $729.6 million, or 2.0%, and $1.8 billion, or 5.0% from the prior year
quarter and nine-month periods, respectively, mainly due to the strong economic
environment which has fueled commercial loan growth throughout the industry, as
well as the positive impact of more focused sales efforts reflecting the shift
to line of business management. Average home equity loans increased 16.4% and
23.3%, respectively, from the three and nine months ended September 30, 1997,
primarily as a result of marketing efforts, while residential real estate loans
declined as expected, due primarily to the sale of $2.6 billion in residential
mortgage loans during the first half of 1998.
 
     For both the three and nine months ended September 30, 1998, securities
income increased due primarily to the reclassification of retained interests in
credit card securitizations from loans to securities.
 
                                       16
<PAGE>   17
 
     For further information on the changes in average balances and the impact
of rates and volume on net interest income, please see Table 1: Rate/Volume
Analysis which follows.
 
TABLE 1: RATE/VOLUME ANALYSIS (1)(2)
 
<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED                              NINE MONTHS ENDED
                           SEPTEMBER 30, 1998 VS SEPTEMBER 30, 1997       SEPTEMBER 30, 1998 VS SEPTEMBER 30, 1997
                          -------------------------------------------    -------------------------------------------
                          CHANGE IN    CHANGE IN                         CHANGE IN    CHANGE IN
                           AVERAGE     INCOME /      RATE     VOLUME      AVERAGE     INCOME /      RATE     VOLUME
$(MILLIONS) (UNAUDITED)    BALANCE      EXPENSE     EFFECT    EFFECT      BALANCE      EXPENSE     EFFECT    EFFECT
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>          <C>       <C>        <C>          <C>          <C>       <C>
EARNING ASSETS:
Short-term
  investments...........  $  250.9      $   2.9     $ (2.5)   $  5.4     $  231.6      $   9.0     $(0.3)    $   9.3
Loans held for sale.....     977.0         42.9       12.3      30.6        557.7         80.3      21.9        58.4
Securities: (3)
  Taxable...............   3,387.4        111.3       50.1      61.2        817.8        131.0      89.6        41.4
  Tax-exempt............    (319.3)        (6.1)       3.3      (9.4)      (305.9)       (19.6)     (0.8)      (18.8)
                          ---------     -------     ------    -------    ---------     -------     -----     -------
      Total
        securities......   3,068.1        105.2       53.4      51.8        511.9        111.4      88.8        22.6
                          ---------     -------     ------    -------    ---------     -------     -----     -------
Loans and leases: (4)
  Commercial............     729.6         (5.0)     (73.3)     68.3      1,818.5         65.2     (72.7)      137.9
  Consumer..............     469.9          8.6      (14.5)     23.1      1,783.4        151.3      24.2       127.1
  Credit card...........  (9,619.8)      (295.9)     680.4    (976.3)    (5,885.2)      (634.3)     34.1      (668.4)
                          ---------     -------     ------    -------    ---------     -------     -----     -------
      Total loans and
        leases..........  (8,420.3)      (292.3)     592.6    (884.9)    (2,283.3)      (417.8)    (14.4)     (403.4)
                          ---------     -------     ------    -------    ---------     -------     -----     -------
TOTAL EARNING ASSETS....  $(4,124.3)     (141.3)     655.8    (797.1)    $ (982.1)      (217.1)     96.0      (313.1)
                          =========                                      =========
INTEREST-BEARING
  LIABILITIES:
Deposits:
Interest-bearing
  demand................  $ (136.9)        (3.1)      (2.5)     (0.6)    $ (248.4)        (7.8)     (4.4)       (3.4)
Savings and money
  market................   2,207.0         38.9       18.8      20.1      3,116.9        145.5      61.7        83.8
Time deposits...........  (4,475.2)       (69.6)      (9.4)    (60.2)    (3,420.8)      (166.1)    (28.4)     (137.7)
                          ---------     -------     ------    -------    ---------     -------     -----     -------
      Total deposits....  (2,405.1)       (33.8)       6.9     (40.7)      (552.3)       (28.4)     28.9       (57.3)
                          ---------     -------     ------    -------    ---------     -------     -----     -------
Borrowed funds
  Short-term............  (4,012.5)       (57.4)      (1.7)    (55.7)    (4,479.2)      (177.5)      8.0      (185.5)
  Long-term.............     499.6          3.8      (20.5)     24.3      2,539.7        109.3     (17.3)      126.6
                          ---------     -------     ------    -------    ---------     -------     -----     -------
      Total borrowed
        funds...........  (3,512.9)       (53.6)     (22.2)    (31.4)    (1,939.5)       (68.2)     (9.3)      (58.9)
                          ---------     -------     ------    -------    ---------     -------     -----     -------
TOTAL INTEREST-BEARING
  LIABILITIES...........  $(5,918.0)      (87.4)     (15.3)    (72.1)    $(2,491.8)      (96.6)     19.6      (116.2)
                          =========     -------     ------    -------    =========     -------     -----     -------
NET INTEREST
  INCOME(4).............                $ (53.9)    $671.1    $(725.0)                 $(120.5)    $76.4     $(196.9)
                                        =======     ======    =======                  =======     =====     =======
</TABLE>
 
---------------
 
(1) Income amounts are presented on a fully taxable equivalent (FTE) basis. The
    federal statutory rate was 35% for all periods presented.
 
(2) The change not solely due to volume or rate has been prorated into rate and
    volume components.
 
(3) Average securities balances are based on amortized cost, excluding SFAS 115
    adjustments to fair value which are included in other assets.
 
(4) Nonaccrual loans are included in loan balances. Interest income includes
    related fee income.
 
                                       17
<PAGE>   18
 
  NONINTEREST INCOME
 
TABLE 2: NONINTEREST INCOME
 
<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED                             NINE MONTHS ENDED
                             -------------------------------------------   -------------------------------------------
                                                     INCREASE (DECREASE)                           INCREASE (DECREASE)
                                SEPTEMBER 30,        -------------------      SEPTEMBER 30,        -------------------
                             --------------------             PERCENTAGE   --------------------             PERCENTAGE
        $(MILLIONS)            1998        1997      AMOUNT     CHANGE       1998        1997      AMOUNT     CHANGE
----------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>         <C>      <C>          <C>         <C>         <C>      <C>
Investment management and
  advisory activities......  $   96.0    $   88.6    $ 7.4        8.4%     $  283.0    $  250.3    $32.7       13.1%
Service charges on deposit
  accounts.................     199.5       191.6      7.9        4.1         593.8       560.7     33.1        5.9
Loan servicing income:
  Credit card..............     633.5       525.2    108.3       20.6       1,581.8     1,180.1    401.7       34.0
  Other loan servicing
    income.................      20.9        29.3     (8.4)     (28.7)         90.7        83.8      6.9        8.2
                             --------    --------    ------                --------    --------    ------
      Total loan servicing
        income.............     654.4       554.5     99.9       18.0       1,672.5     1,263.9    408.6       32.3
Securities gains...........      20.4        11.0      9.4       85.5          85.8        44.1     41.7       94.6
Other noninterest income...     351.3       305.5     45.8       15.0       1,149.5       752.7    396.8       52.7
                             --------    --------    ------                --------    --------    ------
TOTAL NONINTEREST INCOME...  $1,321.6    $1,151.2    $170.4      14.8%     $3,784.6    $2,871.7    $912.9      31.8%
                             ========    ========    ======                ========    ========    ======
</TABLE>
 
     Income from investment management and advisory activities increased 8.4%
and 13.1% for the three and nine months ended September 30, 1998, respectively,
compared with the same 1997 periods. The increase was primarily due to growth of
8.8% in investment assets managed for customers to $59.5 billion at September
30, 1998 from $54.7 billion a year ago.
 
     The increase in service charges on deposit accounts income of $7.9 million
and $33.1 million for the quarter and year-to-date periods ended September 30,
1998, respectively, as compared to the same prior year periods, reflects higher
analysis charges on commercial customer accounts.
 
     Credit card servicing income increased $108.3 million, or 20.6% and $401.7
million, or 34% for the quarter and year-to-date periods ended September 30,
1998, respectively, compared with the same 1997 periods. This was primarily due
to an increase in the level of securitized loans as well as an increase in the
yield on these securitized loans due to higher fee income and an improvement in
credit quality. The net interest and fee income related to these securitized
loans increased $170.8 million and $592.8 million for the three and nine months
ended September 30, 1998, respectively, compared with the same 1997 periods.
 
     Higher securities gains for the quarter and nine months ended September 30,
1998, compared with the same 1997 periods, reflects a planned increase in sales
of lower-margin government and mortgage-backed securities. Gains on the sale of
U.S. Treasury securities for the three and nine months ended September 30, 1998,
increased $34.9 million and $81.8 million, compared with the same periods last
year. This was partially offset by decreases of $25.5 million and $40.1 million
in gains on the sale of other available for sale securities for the quarter and
year ended September 30,1998, respectively.
 
     Other noninterest income increased $45.8 million and $396.8 million for the
three and nine months ended September 30, 1998 respectively compared with the
same 1997 periods. The increased income primarily resulted from increased gains
on the sale of assets of $121.5 and $404.2 million for the three and nine months
ended September 30, 1998, respectively, offset by decreased venture capital
gains of $75.1 million and $91.4 million for the same periods ended September
30, 1998. The increased gains on asset sales are primarily the result of branch
sale gains of $69.3 million and $258.9 million for the three and nine months
ended September 30, 1998, respectively. In addition, the nine months ended
September 30, 1998 includes a $31.0 million gain on the sale of mortgage
servicing rights and a $32.4 million gain from the sale of $2.6 billion of
residential mortgage loans.
 
                                       18
<PAGE>   19
 
  NONINTEREST EXPENSE
 
TABLE 3: NONINTEREST EXPENSE
 
<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED                             NINE MONTHS ENDED
                            --------------------------------------------   --------------------------------------------
                                                    INCREASE (DECREASE)                            INCREASE (DECREASE)
                               SEPTEMBER 30,        --------------------      SEPTEMBER 30,        --------------------
                            --------------------              PERCENTAGE   --------------------              PERCENTAGE
       $(MILLIONS)            1998        1997      AMOUNT      CHANGE       1998        1997      AMOUNT      CHANGE
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>         <C>       <C>          <C>         <C>         <C>       <C>
Salary and related
  costs...................  $  645.3    $  662.7    $(17.4)       (2.6)%   $1,990.8    $1,881.9    $108.9        5.8%
Net occupancy and
  equipment...............     114.8        95.0     19.8        20.8         330.8       264.4     66.4        25.1
Taxes other than income
  and payroll.............      26.7        28.5     (1.8)       (6.3)         77.9        83.9     (6.0)       (7.2)
Depreciation and
  amortization............     119.6       122.0     (2.4)       (2.0)        353.3       355.9     (2.6)        (.7)
Outside services and
  processing..............     236.1       233.7      2.4         1.0         727.7       634.4     93.3        14.7
Marketing and
  development.............     236.5       250.1    (13.6)       (5.4)        611.1       588.0     23.1         3.9
Communication and
  transportation..........     122.0       115.1      6.9         6.0         364.6       325.4     39.2        12.0
Restructuring charges.....                                                    126.9       337.3    (210.4)     (62.4)
Other.....................     132.8       112.0     20.8        18.6         439.5       345.5     94.0        27.2
                            --------    --------    ------                 --------    --------    ------
TOTAL NONINTEREST
  EXPENSE.................  $1,633.8    $1,619.1    $14.7          .9%     $5,022.6    $4,816.7    $205.9        4.3%
                            ========    ========    ======                 ========    ========    ======
</TABLE>
 
     Total noninterest expense increased $14.7 million and $205.9 million for
the three and nine months ended September 30, 1998, respectively, compared with
the same 1997 periods. The nine month period in 1998 included $126.9 million in
restructuring costs relating to the First Commerce acquisition, compared with
$337.3 million of similar charges in the same 1997 period relating to the
acquisition of First USA. The decrease in restructuring charges was partially
offset by Year 2000 expenses, which amounted to $82.0 million for the first nine
months of 1998. Year 2000 compliant expenses were spread throughout a number of
noninterest expense categories. Additional expense for the nine months ended
September 30, 1998, resulted from increased costs relating to various systems
technology and other retail initiatives.
 
     Salaries and related costs increased $108.9 million, or 5.8%, for the nine
months ended September 30, 1998, compared with the same 1997 period. This
increase was primarily due to business growth throughout the company as
reflected in an increase in full-time equivalent staff as well as bonuses and
incentive pay related to business development activities.
 
     Net occupancy and equipment increased $19.8 million and $66.4 million for
the three and nine months ended September 30, 1998, respectively, compared with
the same 1997 periods. The increase was primarily the result of rental and
maintenance expense for Rapid Cash machines, the acquisition of several new
leases to meet growth needs, and increased property management fees due to the
outsourcing of this function beginning in the fourth quarter 1997, which
resulted in lower corresponding salary costs.
 
     Outside services and processing costs increased $2.4 million and $93.3
million for the three and nine months ended September 30, 1998, respectively.
This increase was largely attributable to increased consulting fees to modify
and test software for the Year 2000 modifications and other initiatives. Credit
card processing costs also increased as a result of the growth in the number of
cardholders and higher customer transaction volume.
 
     Marketing and development costs increased $23.1 million for the nine month
period ended September 30, 1998, compared with the same 1997 period. This
increase was primarily due to the significant activities associated with the
goal of sustaining growth in our credit card portfolio. On a quarter-to-quarter
basis, marketing and development costs declined by $13.6 million, or 5.4%.
 
     Increases in communication and transportation expense for the quarter and
year-to-date 1998 periods, compared to the same 1997 periods, were primarily due
to additional telephone and postage expense to support growth in the credit card
business.
 
     The increase in other expenses for the nine months ended September 30,
1998, compared to the same period in 1997, was due to First Commerce integration
costs.
 
                                       19
<PAGE>   20
 
  INCOME TAXES
 
     The provision for income taxes was 30.8% of pretax income for the nine
months ended September 30, 1998, compared with 36.1% for the same period in
1997, but below the 33.7% effective tax rate for all of 1997. This reflected the
implementation of proactive tax planning initiatives late in 1997.
 
  YEAR 2000 COMPLIANCE
 
     The Year 2000 challenge involves the ability of computers to accurately
process dates in the new millennium.
 
     STATUS
 
     Solving the year 2000 problem is a top priority at BANC ONE. A
comprehensive program is well under way that is focused on achieving compliance
within established deadlines for the following phases of the project: inventory
and assessment, renovation, testing and implementations, and contingency
planning.
 
     The inventory and assessment phase is complete with renovation, testing,
implementation, and contingency planning in various stages. It is anticipated
that all applications will be renovated by the end of 1998. A comprehensive test
strategy covers infrastructure, applications, interfaces, third parties and
customers. Mission-critical equipment, facilities and applications will be
tested and back in production by year end with business-vital applications in
production by March 1999. All other applications, equipment and facilities are
expected to be back in production by June 1999. Over 60% of mission-critical
applications are compliant as of September 30, 1998.
 
     CONTINGENCY PLANS
 
     In the event of problems caused by the year 2000, alternative plans will
allow BANC ONE to minimize impacts on customers. Existing business continuity
plans are the basis for developing Year 2000 contingency plans. Critical
business processes have been identified following an analysis of all core
business processes. The most reasonable recovery strategies have been selected.
The work necessary to implement contingency plans is being documented and the
effectiveness will be validated by year end 1998. We will continue to review and
validate the propriety of our contingency plans throughout 1999.
 
     BANC ONE does business with a large number of key customers and outside
suppliers. Management is actively monitoring the progress of their efforts to
become Year 2000 compliant and will take actions, if necessary, to mitigate
risks. However, there is no guarantee that customers and outside suppliers will
be ready for the new millennium, or that their failure to become compliant could
have a material adverse effect on BANC ONE's operations.
 
     BANC ONE relies, as all businesses and households do, on services and
infrastructure support provided by major utilities telecommunications and
transportation companies, and government entities. Failure of one or more of
these entities to continue uninterrupted service is beyond the control of the
company and could have a material adverse effect on the corporation's
operations.
 
     COST
 
     Both internal and external resources are being utilized to modify, replace
or test applications, equipment and facilities for Year 2000 readiness. The
project team consists of more than 200 individuals including representatives
from IBM Global Services and other major technology vendors. During 1997, $16.7
million of costs were incurred. Expenses for the nine months ended September 30,
1998 were $82.0 million. The total costs of the Year 2000 project are expected
to be approximately $190 million.
 
     Year 2000 costs and the date on which Year 2000 modifications are expected
to be complete are based on management's best estimates. Management's assertions
are based on reasonable project plans and renovation and testing experiences
thus far which cause us to be confident that these due dates will be achieved.
However, there
 
                                       20
<PAGE>   21
 
are several factors, including but not limited to the availability of personnel
trained in this area and the ability to locate all relevant computer code that
could cause some delay or disruption to our business processes.
 
LINE OF BUSINESS RESULTS
 
     BANC ONE's business activities are conducted and managed through five
national lines of business. These national lines of business are segmented based
upon specific market characteristics and are referred to as: the Banc One
Commercial Banking Group, the Banc One Retail Group, First USA (Credit Cards),
the Finance One Group (Consumer and Commercial Financial Services) and the Banc
One Capital Holdings Group.
 
     Banc One Commercial Banking Group provides a broad range of loan, deposit
and alternative financing products to real estate developers, business and
private banking customers. Services provided include treasury management, trade
financing, interest rate risk management, loan syndications and private
placements, foreign exchange, leasing, investment management and custody
accounts, as well as traditional bank financing. Banc One Retail Group provides
depository and related bank and financial services products to retail and small
business customers in 12 states through one of the nation's largest banking
center distribution networks. First USA is responsible for nationwide credit
card operations. BANC ONE is a member of both the Visa(R) and MasterCard(R)
associations. Finance One Group includes both consumer and commercial financial
services and provides indirect auto loans and leases, commercial loans and
leases and alternative borrowing options for customers. Banc One Capital
Holdings Group is responsible for trust and investment management, securities
brokerage, investment and merchant banking, and insurance services.
 
     The following table presents selected September 30, 1998, financial
information for each line of business.
 
TABLE 4: LINE OF BUSINESS RESULTS
<TABLE>
<CAPTION>
                           FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 (1)
                       ---------------------------------------------------------
                       COMMERCIAL                 FIRST      FINANCE    CAPITAL
    ($ MILLIONS)        BANKING      RETAIL        USA         ONE      HOLDINGS
--------------------------------------------------------------------------------
<S>                    <C>          <C>         <C>         <C>         <C>
Total revenue........  $   416.3    $   889.0   $ 1,396.5   $   313.7    $208.8
Total loans..........   27,445.6     18,407.7    48,475.6    30,646.8     278.4
Total deposits.......  $19,385.2    $60,222.9   $    42.9   $   301.4    $652.1
 
<CAPTION>
                        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 (1)
                       ---------------------------------------------------
                                    TOTAL                          TOTAL
    ($ MILLIONS)        OTHER      MANAGED     SECURITIZATIONS   REPORTED
---------------------  ---------------------------------------------------
<S>                    <C>        <C>          <C>               <C>
Total revenue........  $   (9.8)  $  3,214.5     $   (470.3)     $ 2,744.2
Total loans..........     518.2    125,772.3     $(41,822.5)      83,949.8
Total deposits.......  $1,247.6   $ 81,852.1                     $81,852.1
</TABLE>
 
---------------
 
(1) Due to the impracticality of compiling comparable data, line of business
    results are not presented for the three months ended September 30, 1997.
 
     Total revenue is fully taxable equivalent net interest income plus
noninterest income. Loans are presented on an end of period basis and include
securitized credit card loans and loans held for sale. Deposits are allocated
based on customers serviced and include trust customers in Capital Holdings and
mortgage escrow in Finance One.
 
     The "Other" category consists principally of (1) purchased home equity and
mortgage loans managed by Funds Management, (2) Eurodollar and national market
funds managed by Funds Management, (3) investment securities portfolio and
derivatives, and (4) elimination entries including the net impact of transfer
pricing. The securitization column reverses the impact of securitizations (i.e.,
net charge-offs and loans) to arrive at the information reported in the
consolidated financial statements.
 
BALANCE SHEET ANALYSIS
 
  SECURITIES
 
     Total securities at September 30, 1998, were $20.0 billion, an increase of
$2.5 billion from December 31, 1997. This increase was due primarily to
reclassifications of securitization-related assets to securities available for
sale partially offset by increased sales of available for sale securities in the
third quarter. Certificated retained interests in credit card securitizations of
$5.1 billion were included in securities available for sale at September 30,
1998. At December 31, 1997, certificated retained interests in credit card
securitizations were included in loans. In addition, as of September 30, 1998,
$585.5 million in interest-only strips, assets established as gains are recorded
on loan securitizations, had been reclassified from other assets to securities
available for sale.
 
                                       21
<PAGE>   22
 
TABLE 5: SECURITIES
 
<TABLE>
<CAPTION>
                                                  SEPTEMBER 30, 1998          DECEMBER 31, 1997
                                                -----------------------    -----------------------
                                                AMORTIZED    ESTIMATED     AMORTIZED    ESTIMATED
                 $(MILLIONS)                      COST       FAIR VALUE      COST       FAIR VALUE
--------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>           <C>          <C>
SECURITIES HELD TO MATURITY:
  United States Treasury and Federal
     agencies.................................  $   254.1    $   255.4     $   253.1    $   255.0
  Mortgage and asset-backed securities........       47.1         39.9          48.3         40.5
  Tax exempt..................................      356.2        371.6         449.4        470.1
  Other.......................................       14.2         14.3          34.5         34.5
                                                ---------    ---------     ---------    ---------
          Total securities held to maturity...      671.6        681.2         785.3        800.1
                                                ---------    ---------     ---------    ---------
SECURITIES AVAILABLE FOR SALE:
  United States Treasury and Federal
     agencies.................................    2,504.1      2,565.4       4,940.5      5,008.7
  Mortgage and asset-backed securities:
     Government...............................    6,447.2      6,555.6       7,492.1      7,574.9
     Other....................................    8,038.2      8,128.7       1,807.1      1,796.9
  Tax exempt..................................      864.4        895.4         894.5        919.0
  Other.......................................    1,177.0      1,186.9       1,387.4      1,411.8
                                                ---------    ---------     ---------    ---------
          Total securities available for
            sale..............................   19,030.9     19,332.0      16,521.6     16,711.3
                                                ---------    ---------     ---------    ---------
          Total securities....................  $19,702.5    $20,013.2     $17,306.9    $17,511.4
                                                =========    =========     =========    =========
</TABLE>
 
  LOANS AND LEASES
 
     At September 30, 1998, total loans and leases were $81.2 billion, a $5.9
billion decrease from December 31, 1997, which was due primarily to the
reclassification of certificated retained interests in credit card
securitizations previously discussed and sales of $2.6 billion in residential
mortgage loans during the first nine months of 1998. A summary of the components
of loans and leases at September 30, 1998, and December 31, 1997, is as follows:
 
TABLE 6: LOANS AND LEASES
 
<TABLE>
<CAPTION>
                        $(MILLIONS)                          SEPTEMBER 30, 1998    DECEMBER 31, 1997
----------------------------------------------------------------------------------------------------
<S>                                                          <C>                   <C>
COMMERCIAL:
  Commercial...............................................      $24,312.6             $23,994.7
  Real estate:
     Construction..........................................        4,217.0               3,995.5
     Other.................................................        6,258.3               6,747.8
  Lease financing..........................................        3,085.8               2,767.3
                                                                 ---------             ---------
          Total commercial loans...........................       37,873.7              37,505.3
CONSUMER:
  Residential real estate..................................        6,139.4               8,330.1
  Home equity..............................................        9,725.0               9,530.4
  Indirect.................................................        9,054.4               8,481.1
  Auto lease...............................................        8,532.0               6,748.6
  Student..................................................        2,020.0               2,269.1
  Other....................................................        4,105.3               4,477.8
                                                                 ---------             ---------
          Total consumer loans.............................       39,576.1              39,837.1
CREDIT CARD................................................        5,050.3              11,150.5
                                                                 ---------             ---------
          Total loans and leases...........................       82,500.1              88,492.9
Less: Allowance for credit losses..........................       (1,342.9)             (1,409.1)
                                                                 ---------             ---------
          TOTAL LOANS AND LEASES, NET......................      $81,157.2             $87,083.8
                                                                 =========             =========
</TABLE>
 
                                       22
<PAGE>   23
 
  OTHER ASSETS
 
     BANC ONE contracted with an independent third party beginning in 1997 to
originate a portion of its credit card portfolio. As a result of this agreement,
and reflecting the benefit of increased specialization and economies of scale,
both an increase in the number of accounts originated and a decrease in the
origination costs is anticipated, with desired credit quality standards being
retained. At September 30, 1998, $394.2 million in credit card relationships
purchased from this third party were included in other assets.
 
  DEPOSITS
 
     Total deposits at September 30, 1998, decreased $3.4 billion from December
31, 1997, primarily resulting from branch sales during the year that included
deposits of $3.2 billion.
 
TABLE 7: DEPOSITS
 
<TABLE>
<CAPTION>
                        $(MILLIONS)                          SEPTEMBER 30, 1998    DECEMBER 31, 1997
----------------------------------------------------------------------------------------------------
<S>                                                          <C>                   <C>
Demand deposits:
  Noninterest-bearing......................................      $19,490.7             $19,862.3
  Interest-bearing.........................................        2,639.9               3,170.5
Money market and savings...................................       35,184.1              34,113.7
Time deposits:
  CDs less than $100,000...................................       16,539.9              19,534.5
  CDs $100,000 and over:
     Domestic..............................................        5,162.9               5,658.4
     Foreign...............................................        2,834.6               2,880.5
                                                                 ---------             ---------
       Total deposits......................................      $81,852.1             $85,219.9
                                                                 =========             =========
</TABLE>
 
  BORROWINGS
 
     Borrowings totaled $21.8 billion at September 30, 1998, compared to $25.6
billion at December 31, 1997. Short-term borrowings, primarily Federal funds
purchased and repurchase agreements, decreased $3.4 billion, while long-term
borrowings decreased $418.4 million from December 31, 1997 to September 30,
1998.
 
     As of September 30, 1998, the Corporation had the authority to issue
approximately $2.9 billion of debt securities, warrants and preferred and common
stock under its existing shelf registration statement and the authority to issue
approximately $2.5 billion of Euro medium-term notes under its existing Euro
medium-term note program. The proceeds of any issuance of securities under the
shelf registration statement or the Euro medium-term note program will be used
for general corporate purposes.
 
  CAPITAL
 
     Total equity to total assets at September 30, 1998, increased to 10.02%
from 8.93% at December 31, 1997. The tangible common equity to net assets ratio
was 8.70% at September 30, 1998, compared to 7.89% at December 31, 1997. BANC
ONE's objective is to maintain, at a minimum, a capital position that meets the
Federal regulators' "well capitalized" classification. Regulatory defined Tier 1
and total risk-adjusted capital ratios were 9.23% and 13.58%, respectively, at
September 30, 1998, both significantly above regulatory capital requirements of
4% and 8%, respectively. All the Corporation's banks meet the regulatory
definition of well-capitalized banks.
 
                                       23
<PAGE>   24
 
     On January 20, 1998, the Corporation announced the election to redeem all
of the shares of BANC ONE's Series C Convertible Preferred Stock ("preferred
stock") on April 16, 1998, at the redemption price of $51.05 per share plus the
amount of any dividends accrued and unpaid. On April 16, 1998, all of the shares
of preferred stock had been redeemed or converted into common stock. Primarily
due to the conversion of preferred stock to common stock, common shares
outstanding, which have been restated for the First Commerce acquisition,
increased from 699.8 million shares at December 31, 1997, to 705.4 million
shares at September 30, 1998.
 
CREDIT QUALITY
 
     The process for monitoring the level of credit risk and, accordingly, the
required level of allowance for credit losses is administered by each of the
lines of business, under the direction of the Chief Credit Officer. Subsequent
to origination, the process used to measure the level of credit risk is
dependent upon the type of loan. For commercial loan products, specific loan
reviews, which assign loan grades, are performed by both the line of business
and credit review personnel. In addition, a migration analysis of loss factors
in the individual portfolios is performed. The consumer loan products, which
include the credit card portfolio, are evaluated utilizing historically-based
migration methodologies used to estimate losses inherent in the portfolio.
Further, each loan and lease portfolio is reviewed to determine if an additional
subjective allowance is necessary. This subjective review is systematic for each
portfolio, with consideration given to the current trends in the portfolio,
projection of future results, changes in underwriting of the product, and
results of recent loan review or internal audit examinations. The aggregate loan
and lease portfolio is also monitored on a quarterly basis to identify portfolio
trends, specific industry conditions, the level of business and personal
bankruptcies and other relevant economic information used to assess the overall
level of credit risk. Management believes that its methodology for determining
the allowance for credit losses and projection of future economic and business
trends is reflected in the current level of the overall allowance.
 
     Annualized total net charge-offs for the third quarter of 1998 decreased to
 .83% of average loans from 1.29% in the third quarter of 1997, due primarily to
lower net charge-offs in the credit card portfolio. Net charge-offs for credit
card loans were 4.94% for the quarter ended September 30, 1998, compared to
5.61% for the same quarter last year. The change in charge-off rates for the
nine months ended September 30, 1998, compared to the same period in 1997, was
comparable to the quarter-to-quarter change. Annualized total net charge-offs
for the first nine months of 1998 were .99%, down from 1.29% for the same 1997
period. Net charge-offs for credit card loans were 5.14% and 5.47% for the nine
months ended September 30, 1998 and 1997, respectively.
 
     Loans delinquent 90 days or more as a percentage of ending loans and leases
were .55% and .64% at September 30, 1998 and December 31, 1997, respectively.
Credit card loans delinquent 90 days or more increased to 2.50% at September 30,
1998, from 2.16% at December 31, 1997.
 
     Table 8 summarizes information regarding net charge-offs and loans
delinquent 90 days or more. Delinquency and net charge-off trends over time are
a reflection of a number of factors including credit quality of the loan
portfolio, general economic conditions and the successful results of portfolio
management techniques including collection strategies.
 
                                       24
<PAGE>   25
 
TABLE 8: NET CHARGE-OFFS AND DELINQUENCIES
 
<TABLE>
<CAPTION>
                                                                                      LOANS DELINQUENT
                                   NET CHARGE-OFFS (1)(3)                         90 DAYS OR MORE (2) (3)
                         -------------------------------------------     ------------------------------------------
                                     THREE MONTHS ENDED
                         -------------------------------------------
     $(MILLIONS)         SEPTEMBER 30, 1998      SEPTEMBER 30, 1997      SEPTEMBER 30, 1998      DECEMBER 31, 1997
-------------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>        <C>          <C>        <C>          <C>        <C>          <C>
COMMERCIAL:
  Commercial.........    $  6.9         .11%     $  2.4         .04%     $ 43.0         .18%     $ 63.9        .27%
  Real estate:
      Construction...       (.3)       (.03)         .7         .07         3.7         .09         6.2        .16
      Other..........       9.9         .62         2.0         .11        13.7         .22        14.7        .22
  Lease financing....       (.9)       (.12)         .9         .14          .3         .01          .5        .02
                         ------                  ------                  ------                  ------
      Total
         commercial..      15.6         .16         6.0         .06        60.7         .16        85.3        .23
CONSUMER:
  Residential real
    estate...........       5.1         .32         3.7         .17       105.6        1.63        66.2        .75
  Home equity........       8.9         .35         6.5         .29        24.7         .25        23.1        .24
  Indirect...........      24.1        1.06        28.7        1.24        20.8         .23        37.0        .44
  Auto lease.........       8.7         .41         6.0         .38        16.0         .19        12.2        .18
  Student............        .2         .03          .1         .02        36.7        1.82        37.4       1.65
  Other..............      34.6        3.29        37.0        3.15        43.8        1.07        41.0        .92
                         ------                  ------                  ------                  ------
      Total
         consumer....      81.6         .80        82.0         .81       247.6         .62       216.9        .54
CREDIT CARD..........      79.4        4.94       211.8        5.61       153.9        2.50       279.8       2.16
                         ------                  ------                  ------                  ------
      TOTAL..........    $176.6         .83%     $299.8        1.29%     $462.2         .55%     $582.0        .64%
                         ======                  ======                  ======                  ======
</TABLE>
 
---------------
 
(1) Ratios presented are expressed as a percent of average balances.
 
(2) Ratios presented exclude nonperforming loans and are expressed as a percent
    of ending balances.
 
(3) Ratios include loans held for sale.
 
  ALLOWANCE FOR CREDIT LOSSES
 
TABLE 9: ALLOWANCE FOR CREDIT LOSSES
 
<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED
                                                                 SEPTEMBER 30,
                                                              --------------------
                        $(MILLIONS)                             1998        1997
----------------------------------------------------------------------------------
<S>                                                           <C>         <C>
BALANCE, BEGINNING OF PERIOD................................  $1,409.1    $1,279.3
Allowance associated with acquisitions and other............      (1.1)       29.1
Provision for credit losses.................................     583.4       982.3
Total charge-offs...........................................    (876.0)   (1,106.7)
Recoveries..................................................     227.5       244.0
                                                              --------    --------
Net charge-offs.............................................    (648.5)     (862.7)
                                                              --------    --------
BALANCE, END OF PERIOD......................................  $1,342.9    $1,428.0
                                                              ========    ========
</TABLE>
 
     The allowance for credit losses at September 30, 1998, represented 1.63% of
ending loans and leases, compared to 1.59% of ending loans and leases for
December 31, 1997. The allowance for credit losses expressed as a percentage of
nonperforming loans is another measure of the adequacy of the allowance for
credit losses. The September 30, 1998, allowance for credit losses represented
254% of nonperforming loans, down from 316% at December 31, 1997. It is
management's view that the allowance for credit losses at September 30, 1998,
was adequate and consistent with the composition of the portfolio and credit
quality trends.
 
                                       25
<PAGE>   26
 
PERFORMANCE ANALYSIS -- MANAGED PORTFOLIO
 
     For funding and risk management purposes, loans and leases are periodically
securitized, primarily in support of credit card activities. Since BANC ONE
continues to service the securitized loans, its role becomes one of loan
servicer rather than lender. When loans are securitized, an initial gain on the
sale of the receivables is recorded, the loan and the related allowance for
credit losses are removed from the balance sheet, and amounts that would
previously have been reported as net interest income and provision for credit
losses are instead netted and reported as noninterest income in loan processing
and servicing income.
 
     This accounting for securitizations complicates the understanding of
underlying trends in net interest income, net interest margins and noninterest
income, as well as growth in loans. As a result, it is more helpful to analyze
financial performance of these items on a "Managed" portfolio basis, in addition
to analyzing information as "Reported." "Reported" information is derived from
consolidated financial statements which have been prepared in conformity with
generally accepted accounting principles and includes loans held for sale.
"Managed" information treats loans sold in credit card securitization
transactions as if they had not been sold. As such, "Managed" information in the
following table includes both these securitized loans and the on-balance sheet
portfolio, including loans held for sale.
 
     Table 10 presents a reconciliation of the loan portfolio between "Reported"
and "Managed" at September 30, 1998 and December 31, 1997.
 
TABLE 10: MANAGED LOAN PORTFOLIO (END OF PERIOD)
 
<TABLE>
<CAPTION>
                                              SEPTEMBER 30, 1998                                 DECEMBER 31, 1997
                                -----------------------------------------------   -----------------------------------------------
                                            HELD FOR                                          HELD FOR
                                REPORTED      SALE     SECURITIZED    MANAGED     REPORTED      SALE     SECURITIZED    MANAGED
---------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>        <C>           <C>          <C>         <C>        <C>           <C>
COMMERCIAL:
  Commercial..................  $24,312.6                            $ 24,312.6   $23,994.7                            $ 23,994.7
  Real estate:
    Construction..............    4,217.0                               4,217.0     3,995.5                               3,995.5
    Other.....................    6,258.3                               6,258.3     6,747.8                               6,747.8
  Lease financing.............    3,085.8                               3,085.8     2,767.3                               2,767.3
                                ---------   --------    ---------    ----------   ---------   --------    ---------    ----------
      Total commercial
        loans.................   37,873.7                              37,873.7    37,505.3                              37,505.3
CONSUMER:
  Real estate residential.....    6,139.4   $ 339.0                     6,478.4     8,330.1   $ 540.0                     8,870.1
  Home equity.................    9,725.0                               9,725.0     9,530.4                               9,530.4
  Indirect....................    9,054.4                               9,054.4     8,481.1                               8,481.1
  Auto lease..................    8,532.0                               8,532.0     6,748.6                               6,748.6
  Student.....................    2,020.0                               2,020.0     2,269.1                               2,269.1
  Other.......................    4,105.3                               4,105.3     4,477.8                               4,477.8
                                ---------   --------    ---------    ----------   ---------   --------    ---------    ----------
      Total consumer loans....   39,576.1     339.0                    39,915.1    39,837.1     540.0                    40,377.1
Credit card...................    5,050.3   1,110.7     $41,822.5      47,983.5    11,150.5   1,822.0     $28,775.0      41,747.5
                                ---------   --------    ---------    ----------   ---------   --------    ---------    ----------
      Total loans and
        leases................  $82,500.1   $1,449.7    $41,822.5    $125,772.3   $88,492.9   $2,362.0    $28,775.0    $119,629.9
                                =========   ========    =========    ==========   =========   ========    =========    ==========
</TABLE>
 
     Table 11 depicts key financial data on a managed basis, reflecting the
impact of securitizing credit card loans for the three months ended September
30, 1998 and September 30, 1997. In Table 11, the increase in net interest
income on a "Managed" basis reflects the impact on the net interest margin had
the loans not been securitized. The change represents the interest income on
securitized loans less the coupon rate on the securitizations. The increase in
the provision for credit losses on a managed basis is equal to the net
charge-offs on securitized loans. The decrease in "Managed" loan processing and
servicing income reflects these reclassifications, with the remaining amounts
relating primarily to fee-based interchange income and gains recognized on
securitized loans.
 
                                       26
<PAGE>   27
 
TABLE 11: KEY STATISTICS -- MANAGED
 
<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED                           THREE MONTHS ENDED
                                         SEPTEMBER 30, 1998                           SEPTEMBER 30, 1997
                             ------------------------------------------   ------------------------------------------
                                             CREDIT CARD                                  CREDIT CARD
        $(MILLIONS)          AS REPORTED   SECURITIZATIONS    MANAGED     AS REPORTED   SECURITIZATIONS    MANAGED
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>               <C>          <C>           <C>               <C>
INCOME STATEMENT
  STATISTICS:
Net interest
  income -- fully taxable
  equivalent...............  $  1,422.6       $   869.4      $  2,292.0   $  1,476.5       $   648.2      $  2,124.7
Provision for credit
  losses...................       177.3           468.6           645.9        286.6           345.7           632.3
                             ----------       ---------      ----------   ----------       ---------      ----------
Net interest income after
  provision for credit
  losses...................     1,245.3           400.8         1,646.1      1,189.9           302.5         1,492.4
Noninterest income:
  Loan servicing income....       654.4          (399.1)          255.3        554.5          (301.3)          253.2
  Other....................       667.2                           667.2        596.7                           596.7
                             ----------       ---------      ----------   ----------       ---------      ----------
      Total noninterest
         income............     1,321.6          (399.1)          922.5      1,151.2          (301.3)          849.9
Noninterest expense........     1,633.8             1.7         1,635.5      1,619.1             1.2         1,620.3
Taxable equivalent
  adjustment...............        15.4                            15.4         15.0                            15.0
                             ----------       ---------      ----------   ----------       ---------      ----------
Income before tax..........  $    917.7       $      --      $    917.7   $    707.0       $      --      $    707.0
                             ==========       =========      ==========   ==========       =========      ==========
BALANCE SHEET AND OTHER
  STATISTICS:
Total average loans (1)....  $ 84,554.2       $35,727.2      $120,281.4   $ 91,997.5       $23,508.0      $115,505.5
Total average earning
  assets...................  $106,094.2       $31,407.9      $137,502.1   $110,218.5       $24,750.8      $134,969.3
Earning asset yield........        9.13%          16.86%          10.89%        9.29%          16.22%          10.56%
Cost of interest-bearing
  liabilities..............        4.70            5.97            5.04         4.78            6.14            5.05
Net interest margin........        5.32           10.98            6.61         5.31           10.39            6.25
Net funds function.........        4.66            5.06            4.75         4.28            4.85            4.39
Net charge-offs as a
  percentage of average
  loans....................         .83%           5.20%           2.13%        1.29%           5.83%           2.22%
CREDIT CARD STATISTICS:
Average credit card loans
  (1)......................  $  6,372.8       $35,727.2      $ 42,100.0   $ 14,970.8       $23,508.0      $ 38,478.8
End of period credit card
  loans (1)................  $  6,161.0       $41,822.5      $ 47,983.5   $ 12,031.0       $27,776.9      $ 39,807.9
Credit card delinquencies
  over 30 days as a
  percentage of ending
  credit card balances.....        5.68%           4.55%           4.70%        5.38%           4.61%           4.85%
Net credit card charge-offs
  as a percentage of
  average credit card
  balances.................        4.94%           5.20%           5.16%        5.61%           5.83%           5.75%
</TABLE>
 
---------------
 
(1) Includes loans held for sale.
 
     The managed net interest margin in the third quarter of 1998 increased to
6.61% from 6.25% in the third quarter of 1997, an increase of 36 basis points
which compares favorably to industry trends. This increase primarily reflects
the positive impact of the generation and repricing of higher-margin managed
credit card loans.
 
     The average managed loan portfolio increased 4.1% to $120.3 billion for the
quarter ended September 30, 1998, from $115.5 billion for the same quarter last
year, due primarily to a 9.4% growth in average credit card loans partially
offset by minimal growth in other consumer and commercial loans.
 
     On a managed portfolio basis, credit card charge-offs decreased to 5.16%
for the quarter ended September 30, 1998, down from 5.75% for the same quarter
last year. Also on a managed portfolio basis, credit card loans delinquent 30
days or more as a percentage of ending loans and leases were 4.70% for the
quarter ended September 30, 1998, down from 4.85% for the same quarter last
year.
 
                                       27
<PAGE>   28
 
     The generation of new credit card business during the 1998 third quarter
remained very strong, with over 2.0 million new credit card accounts being
opened for the sixth consecutive quarter. An additional 3.1 million Visa(R) and
MasterCard(R) credit card accounts were acquired as a result of the purchased
credit card operation previously discussed, increasing cardmembers to 47 million
at September 30, 1998.
 
RISK MANAGEMENT
 
  INTEREST RATE RISK
 
     BANC ONE employs two methodologies to measure interest rate risk
sensitivity:
 
     X EARNINGS AT RISK (EAR) measures the impact of interest rate changes on
       forecasted earnings over the next two years (i.e., short-term).
 
     X VALUE AT RISK (VAR) measures the impact of interest rate changes on the
       market value of equity, as represented by the present value of future
       cash flows from current assets, liabilities and off-balance sheet
       instruments (i.e., long-term). Thus, changes in VAR represent the total
       changes in future earnings streams associated with current assets and
       liabilities discounted back to today's present value.
 
     EAR and VAR are measured based on the more restrictive of two interest rate
scenarios: (1) +/- 100 basis point immediate and parallel shift of the yield
curve or (2) the 99% statistically probable maximum interest rate move based on
the preceding two years of rate volatility.
 
     The current EAR and VAR values relating to financial assets and liabilities
as of September 30, 1998, shown in Table 12, are within the Asset Liability
Committee's current risk limits.
 
TABLE 12: EARNINGS AT RISK AND VALUE AT RISK
 
<TABLE>
<CAPTION>
                                                                   SEPTEMBER 30, 1998
                                                              ----------------------------
                                                              EARNINGS AT RISK
                    INTEREST RATE CHANGE                      ----------------    VALUE AT
                      IN BASIS POINTS                         YEAR 1    YEAR 2      RISK
------------------------------------------------------------------------------------------
<S>                                                           <C>       <C>       <C>
+100 Shock..................................................   (2.3)       .8       (1.0)
-100 Shock..................................................    2.1      (1.5)        .5
+100 Gradual................................................   (1.1)       .3        n/a(1)
-100 Gradual................................................     .9      (1.2)       n/a(1)
</TABLE>
 
---------------
 
(1) Not applicable.
 
  TRADING RISK
 
     Trading risk is measured according to the maximum adverse change in value
of all trading positions within a 10 day period based on three standard
deviations of historical market volatility. As of September 30, 1998, the
Trading Value at Risk was $4.4 million.
 
  LIQUIDITY RISK
 
     Due to BANC ONE's capital, size and high credit quality ratings, the
Corporation has access to substantial and diverse sources of liquidity. Core
deposits, representing approximately 57% of total funding, remain the primary
source of liquidity, and are generated by a geographically diverse retail
network of affiliate banks in 12 states. In addition to retail deposits,
approximately 18% of funding is supported through a variety of wholesale
markets.
 
  CREDIT RISK FOR CAPITAL MARKETS ACTIVITIES
 
     There were no past due amounts or required reserves for possible credit
losses at September 30, 1998, related to off-balance sheet financial
instruments, nor were there any charge-offs during the three months ended
September 30, 1998. Customer cap and swap agreements are created to accommodate
the needs of commercial
 
                                       28
<PAGE>   29
 
loan customers. BANC ONE enters into offsetting transactions with third parties
and has prudent controls on transaction size, term and customer disclosure
guidelines. Customer contracts outstanding, excluding offsetting transactions,
had notional amounts of $4.6 billion at September 30, 1998.
 
     Table 13 presents the estimated maturities and weighted average fixed rates
of off-balance sheet financial instruments by type. A key assumption in the
maturity information below is that future variable rates move as indicated by
the forward interest rate curve in existence at September 30, 1998. To the
extent that interest rates move in a fashion other than indicated in the forward
interest rate curve at September 30, 1998, the maturity information will change.
 
TABLE 13: MATURITIES OF OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
<TABLE>
<CAPTION>
                                     MATURITIES OF OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
                                              AT SEPTEMBER 30, 1998 (1)(2)(3)(4)
                          ---------------------------------------------------------------------------
                                                                                   2003--               SEPTEMBER 30,
      $(MILLIONS)          1998       1999        2000        2001       2002       2007      2008+         1998
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>         <C>         <C>        <C>        <C>        <C>        <C>
Receive fixed swaps:
Notional value..........  $ 125.0   $ 5,235.0   $ 2,200.0   $2,345.0   $2,130.5   $4,404.5   $2,150.0     $18,590.0
Weighted average fixed
 rate received..........     6.04%       6.21%       6.30%      6.21%      6.79%      6.39%      6.72%         6.39%
Weighted average
 variable rate paid.....     5.69%       5.61%       5.56%      5.47%      5.64%      5.49%      5.70%         5.57%
Receive fixed amortizing
 swaps:
Notional value..........  $  18.9   $    19.0   $   150.0                                                 $   187.9
Weighted average fixed
 rate received..........     7.26%       7.27%       5.54%                                                     5.89%
Weighted average
 variable rate paid.....     5.79%       5.79%       5.59%                                                     5.63%
Pay fixed swaps:
Notional value..........  $(620.8)  $(1,397.3)  $(1,307.6)  $ (259.2)  $ (350.8)  $ (725.3)  $ (632.3)    ($5,293.3)
Weighted average fixed
 rate paid..............     5.92%       6.06%       6.02%      6.04%      6.13%      6.23%      6.06%         6.06%
Weighted average
 variable rate
 received...............     5.63%       5.60%       5.68%      5.51%      5.68%      5.67%      5.62%         5.63%
Net receive fixed
 position...............  $(476.9)  $ 3,856.7   $ 1,042.4   $2,085.8   $1,779.7   $3,679.2   $1,517.7     $13,484.6
Purchased caps
 Notional value.........  $   0.2   $     0.7   $     0.7   $    3.3   $    0.6   $    8.3                $    13.8
Basis swaps
 Notional value.........  $ 200.0   $   400.0               $   50.0              $  169.9                $   819.9
Floors
 Notional value.........  $ 500.0                                                                         $   500.0
Other (5)
 Notional value.........  $ 667.0                           $  310.0   $  430.0   $  200.0                $ 1,607.0
 
<CAPTION>
 
                          DECEMBER 31,
      $(MILLIONS)             1997
------------------------  ------------
<S>                       <C>
Receive fixed swaps:
Notional value..........   $17,288.0
Weighted average fixed
 rate received..........        6.44%
Weighted average
 variable rate paid.....        5.86%
Receive fixed amortizing
 swaps:
Notional value..........   $   592.3
Weighted average fixed
 rate received..........        5.63%
Weighted average
 variable rate paid.....        5.87%
Pay fixed swaps:
Notional value..........   ($5,343.1)
Weighted average fixed
 rate paid..............        6.24%
Weighted average
 variable rate
 received...............        5.84%
Net receive fixed
 position...............   $12,537.2
Purchased caps
 Notional value.........   $ 1,017.7
Basis swaps
 Notional value.........   $ 1,653.5
Floors
 Notional value.........   $   500.0
Other (5)
 Notional value.........   $ 2,499.0
</TABLE>
 
---------------
 
(1) Maturities are based on estimated future interest rates from the forward
    interest curve at September 30, 1998.
 
(2) Variable receive and pay interest rates are based primarily on three month
    LIBOR or prime.
 
(3) Includes trading off-balance sheet financial instruments; however, customer
    transactions with notional amounts of $4.6 billion and $2.7 billion at
    September 30, 1998 and December 31, 1997, respectively, have been excluded.
 
(4) 1997 data has been restated to include First Commerce's activity.
 
(5) Other off-balance sheet financial instruments include forward-starting swaps
    ($900 million at September 30, 1998, and December 31, 1997), futures,
    forwards and options.
 
                                       29
<PAGE>   30
 
TABLE 14: NET UNREALIZED GAINS (LOSSES) ON OFF-BALANCE SHEET FINANCIAL
INSTRUMENTS
 
<TABLE>
<CAPTION>
                                                                NET UNREALIZED GAIN (LOSS)
                                                              ------------------------------
                                                              SEPTEMBER 30,     DECEMBER 31,
$(MILLIONS)                                                       1998              1997
--------------------------------------------------------------------------------------------
<S>                                                           <C>               <C>
Receive fixed swaps.........................................     $782.6            $288.7
Receive fixed amortizing swaps..............................        1.6               (.3)
Pay fixed swaps.............................................     (121.7)            (31.6)
Purchased caps..............................................       (0.2)             (3.4)
Basis swaps.................................................       (1.5)             (2.8)
Floor.......................................................       (0.1)
Forward-starting and other..................................       30.4              11.8
                                                                 ------            ------
Total.......................................................     $691.1            $262.4
                                                                 ======            ======
</TABLE>
 
     Off-balance sheet financial instruments are used to manage interest rate
risk and the impact on net interest income reflects the cost or benefit as a
result of these products. The net impact of off-balance sheet financial
instruments was an increase in net interest income of $18.5 million and $50.5
million for the three months and nine months ended September 30, 1998, compared
with an increase of $13.8 million and $11.6 million for the three months and
nine months ended September 30, 1997. However, these amounts alone are not an
indication of the effectiveness of such instruments, as the on-balance sheet
instruments hedged move in the opposite direction. In addition, the cost or
benefit from hedging transactions is significantly impacted by customer
preferences, the historical interest rate environment in which the instruments
were acquired and current market rates.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     No material changes.
 
                                       30
<PAGE>   31
 
                     BANC ONE CORPORATION AND SUBSIDIARIES
 
                                    PART II
 
                               OTHER INFORMATION
 
<TABLE>
<S>      <C>    <C>           
Item 1.  Legal Proceedings
 
         Inapplicable.
 
Item 2.  Change in Securities and Use of Proceeds
 
         (a)    Although the constituent instruments defining the rights of the
                holders of registered securities of BANK ONE CORPORATION ("the
                Registrant") were not materially modified during the third
                quarter of 1998, on September 15, 1998 the shareholders of BANC
                ONE CORPORATION ("BANC ONE") and the shareholders of First
                Chicago NBD Corporation ("First Chicago NBD") each approved a
                transaction (the "Merger") wherein both BANC ONE and First
                Chicago NBD would merge into the Registrant, a Delaware
                corporation, then a wholly owned subsidiary of BANC ONE.
                Pursuant to the Merger, which became effective on October 2,
                1998, each share of BANC ONE's common stock automatically
                converted into one share of the Registrant's common stock and
                each share of First Chicago NBD's common stock converted into
                the right to receive 1.62 shares of the Registrant's common
                stock. The terms and provisions of BANC ONE common stock and
                differences in the rights of holders of BANC ONE common stock as
                compared with the rights of holders of the Registrant's common
                stock are set forth in the Registrant's Registration Statement
                on Form S-4 (No. 333-60313) (the "Registration Statement") filed
                with the Securities and Exchange Commission.
 
         (b)    Although no rights of any class of the Registrant's registered
                securities were materially limited or qualified by the issuance
                or modification of any other class of securities during the
                third quarter of 1998, as a result of the Merger, referenced
                above, when the Merger became effective the Registrant exchanged
                shares of preferred stock for shares of the preferred stock of
                First Chicago NBD. The terms and provisions with respect to such
                BANK ONE preferred stock are set forth in the Registration
                Statement.
 
         (c)    Inapplicable.
 
Item 3.  Defaults Upon Senior Securities
 
         Inapplicable.
 
Item 4.  Submission of Matters to a Vote of Security Holders
 
         (a)    The Merger, as described in Item 2(a), above, and in paragraph
                (c), below, was submitted to a vote of BANC ONE's security
                holders at a Special Meeting of Shareholders held on September
                15, 1998.
 
         (b)    Inapplicable.
 
                Approval of an Agreement and Plan of Reorganization, dated as of
         (c)    April 10, 1998, as amended, by and among First Chicago NBD, the
                Registrant and BANC ONE, pursuant to which, among other things,
                BANC ONE and First Chicago NBD would each merge with and into
                the Registrant and shares of BANC ONE's common stock would
                automatically be converted into shares of the Registrant's
                common stock.
</TABLE>
 
<TABLE>
<CAPTION>
                              SHARES VOTED
          ----------------------------------------------------          ABSTENTIONS/BROKER
                   FOR                     AGAINST/WITHHELD                 NON-VOTES
          ----------------------        ----------------------        ----------------------
          <S>                           <C>                           <C>
               521,745,757                     9,534,992                      994,210
</TABLE>
 
<TABLE>
<S>     <C>    <C>           
 
        (d)    Inapplicable.
</TABLE>
 
                                       31
<PAGE>   32
 
<TABLE>
<S>      <C>    <C>          <C>
Item 5.  Other Information
 
         Inapplicable.
 
Item 6.  Exhibits and Reports on Form 8-K
 
         (a)    Exhibits.
 
                Exhibit 10.1 Amended and Restated Banc One Corporation
                             Directors Deferred Compensation Plan
 
                Exhibit 10.2 Revised and Restated Banc One Corporation 1995
                             Stock Incentive Plan
 
                Exhibit 10.3 Banc One Corporation Investment Option Plan
 
                Exhibit 10.4 Banc One Corporation Amended and Restated Dividend
                             Equivalent Unit Plan
 
                Exhibit 10.5 Amended and Restated Banc One Corporation
                             Compensation Deferral Plan
 
                Exhibit 11   Statement Regarding Computation of Earnings per
                             Common Share
 
                Exhibit 12   Statement Regarding Computation of Ratio of
                             Earnings to Fixed Charges
 
                Exhibit 27   Financial Data Schedules
 
         (b)    Reports on Form 8-K
 
                The following reports on Form 8-K were filed by BANC ONE during
                the quarter ended September 30, 1998:
 
                Current Report on Form 8-K dated July 21, 1998 (filed July 21,
                     1998) (Item 5)
 
                Current Report on Form 8-K dated July 22, 1998 (filed July 21,
                     1998) (Items 5 and 7)
 
                Current Report on Form 8-K dated July 24, 1998 (filed July 24,
                1998) (Items 4 and 7), as amended by Form 8-K/A dated August 6,
                     1998 (filed August 11, 1998) (Items 4 and 7)
 
                Current Report on Form 8-K dated July 24, 1998 (filed July 24,
                     1998) (Items 5 and 7)
 
                Current Report on Form 8-K dated August 28, 1998 (filed August
                     29, 1998) (Item 5)
 
                Current Report on Form 8-K dated September 11, 1998 (filed
                     September 11, 1998) (Item 5)
 
                Current Report on Form 8-K dated September 17, 1998 (filed
                     September 17, 1998) (Item 5)
</TABLE>
 
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.
 
                                       32
<PAGE>   33
 
                                   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.
 
<TABLE>
<CAPTION>
                                                       BANK ONE CORPORATION
<S>                                    <C>
          November 13, 1998                              /s/ JOHN B. MCCOY
------------------------------------   -----------------------------------------------------
 
                Date                                       John B. McCoy
                                               President and Chief Executive Officer
 
          November 13, 1998                           /s/ WILLIAM J. ROBERTS
------------------------------------   -----------------------------------------------------
 
                Date                                    William J. Roberts
                                                   Principal Accounting Officer
</TABLE>
 
                                       33