<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the Fiscal Year Ended December 31, 1996
A. Full title of the plan and the address of the plan:
First USA Retirement Savings Plan
1601 Elm Street
46th Floor
Dallas, Texas 75201
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Banc One Corporation
100 Broad Street
Columbus, Ohio 43215
<PAGE>
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FIRST USA RETIREMENT SAVINGS PLAN
DECEMBER 31, 1996 AND 1995
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
FIRST USA RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996 AND 1995
CONTENTS
Report of Independent Auditors............................... 1
Audited Financial Statements
Statements of Assets Available for Plan Benefits............. 2
Statements of Changes in Assets Available for Plan Benefits.. 3
Notes to Financial Statements................................ 4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes... 11
Line 27d - Schedule of Reportable Transactions............... 12
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Employee Benefits Committee
First USA Financial, Inc.
We have audited the accompanying statements of assets available for plan
benefits of First USA Retirement Savings Plan (the Plan) as of December 31, 1996
and 1995, and the related statements of changes in assets available for plan
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan at
December 31, 1996 and 1995, and the changes in its assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1996, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audits of the 1996
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1996 financial statements taken as a whole.
/s/ Ernst & Young
Dallas, Texas
June 20, 1997
1
<PAGE>
First USA Retirement Savings Plan
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
December 31,
------------------------
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
Investments at market value:
Merrill Lynch Basic Value Fund $2,873,449 $ -
Merrill Lynch Capital Fund 1,294,965 -
Merrill Lynch Retirement Preservation Fund 1,220,031 -
Managers International Equity Fund 1,101,847 -
Merrill Lynch Corporate Bond Fund - Intermediate
Term Portfolio 777,866 -
First USA, Inc. Common Stock 122,269 -
First USA Paymentech, Inc. Common Stock 36,552 -
Nations Value Fund - 2,313,365
Nations Balanced Assets Fund - 1,125,768
Nations Prime Fund - 1,037,379
Nations International Equity Fund - 1,021,141
Nations Strategic Fixed Income Fund - 758,157
---------- ----------
Investments at market value 7,426,979 6,255,810
Participant Loan Fund 251,507 186,969
---------- ----------
Total Investments 7,678,486 6,442,779
Contribution receivable from First USA Financial, Inc. 20,818 22,831
Employee contribution receivable 78,796 81,745
Interest receivable 663 8,968
---------- ----------
ASSETS AVAILABLE FOR PLAN BENEFITS $7,778,763 $6,556,323
========== ==========
</TABLE>
See accompanying notes.
2
<PAGE>
First USA Retirement Savings Plan
Statements of Changes in Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1996 1995
---------- ----------
<S> <C> <C>
ADDITIONS
Employee contributions $3,287,268 $2,148,905
Contributions from First USA Financial, Inc. 532,818 437,627
Investment income 458,856 369,488
Net appreciation in fair value of investments 444,154 524,969
Other - 69,054
---------- ----------
4,723,096 3,550,043
DEDUCTIONS
Transfers to Paymentech Plan 2,879,883 -
Transfers to affiliated plan 7,840 -
Distributions 612,933 504,573
---------- ----------
3,500,656 504,573
NET INCREASE 1,222,440 3,045,470
---------- ----------
Assets Available for Plan Benefits
at beginning of year 6,556,323 3,510,853
---------- ----------
ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $7,778,763 $6,556,323
========== ==========
</TABLE>
See accompanying notes.
3
<PAGE>
FIRST USA RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting The financial statements of First USA Retirement
Savings Plan (the "Plan") have been prepared on the accrual basis. Certain
costs and expenses incurred with regard to the purchase, sale or transfer of
investments have been borne by the Plan. All other administrative expenses have
been borne by First USA Financial, Inc. and subsidiaries (the "Company").
Valuation of Investments The investments of the Plan are stated at fair
value based on quoted market prices, except participant loans which are stated
at cost.
Use of Estimates 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.
NOTE B -- DESCRIPTION OF THE PLAN
The Plan was established effective October 1, 1990 to provide eligible employees
with additional retirement income savings opportunities. The Plan is a defined
contribution profit sharing plan with a cash or deferred arrangement intended to
qualify under Section 401(a) and Section 401(k), respectively, of the Internal
Revenue Code (the "Code").
Effective July 1, 1996, Merrill Lynch Trust Company of Texas became the trustee
of the Plan. As a result of the trustee change, the Plan now offers
participants new investment choices which include Merrill Lynch funds, replacing
the prior NationsBank choices.
Effective July 1, 1996, all participant balances of employees of First USA
Paymentech, Inc. were transferred to a new plan, the First USA Paymentech
Retirement Savings Plan.
Employees are eligible to participate in the Plan upon the attainment of age 21
and the completion of 1,000 hours of service with the Company during a 12-month
period of time. The Plan limits employee contributions from 1% to 10% of an
eligible employee's compensation, as defined, during each year. The deferral
percentage may be changed on a quarterly basis. The Company contributes to the
Plan a matching amount equal to 50% of the first 3% of base compensation
contributed by each eligible employee. Highly compensated employees may be
subject to a reduced limitation based on the deferral amounts of non-highly
compensated employees.
Participant contributions and actual earnings thereon are fully vested at all
times. Matching contributions made by the Company vest at the rate of 20% per
year following two years of employment. Following six years of employment, an
eligible employee's interest in matching contributions allocated to his or her
account is fully vested. Forfeitures are used to reduce the Company's
contribution.
Benefits may be paid under the Plan, subject to limitations and conditions
imposed by the Code, upon a participant's termination of employment, retirement
(early, normal or late) or death. The Plan specifies various distribution
options that participants may select, including forms of annuity payments for
balances in excess of $3,500 and lump-sum distributions.
4
<PAGE>
FIRST USA RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE B -- DESCRIPTION OF THE PLAN (CONTINUED)
The Company has the right under the Plan to discontinue contributions at any
time and terminate the Plan. In the event of termination of the Plan, each
participant shall have a 100% nonforfeitable interest in the value of all
amounts credited to the participant's account.
Effective January 1, 1995, the Employee Benefits Committee of the Plan adopted a
participant loan policy under which a participant or beneficiary of the Plan may
receive a loan. A participant or beneficiary of the Plan may borrow 50% of
their vested balance with a minimum of $1,000 and up to a maximum of $50,000.
Participant loans may be unrestricted with a maximum repayment of 5 years or,
for the purchase of a home, with a maximum repayment of 15 years. If an
unrestricted loan is extended past the 5 year period, the balance of the loan at
the time of the extension is a taxable distribution. Participant loans bear a
fixed rate of interest based on the prime rate ranging from 8.25% to 8.75% at
December 31, 1996.
Information about the Plan agreement and the vesting and distribution provisions
is contained in the First USA Retirement Savings Plan Summary Plan Description
booklet which is made available to all Plan participants. Copies of this
booklet are available from the Employee Benefits Committee.
NOTE C -- INVESTMENTS
The Plan's investments were held by funds administered by Merrill Lynch Trust
Company of Texas, the trustee. Prior to July 1, 1996, the Plan's investments
were held by trust funds administered by NationsBank, Georgia, N.A. Investment
decisions are directed by the Employee Benefits Committee, consisting of members
of management of the Company, based upon recommendations of the trustee.
NOTE D -- INVESTMENT OPTIONS
As of July 1, 1996, participants may elect to divide contributions between
several investment choices: Merrill Lynch Basic Value Fund, Merrill Lynch
Capital Fund, Merrill Lynch, Inc. Retirement Preservation Fund, Managers
International Equity Fund, Merrill Lynch corporate Bond Fund-Intermediate Term
Portfolio, First USA, Inc. Common Stock, and First USA Paymentech, Inc. Common
Stock. Plan participants may elect to direct their contributions (and the
Company matching contributions) to any investment choice or a combination of two
or more (in 1% denominations). Additionally, participants may revise percentage
allocations of investment options and transfer existing account balances from
one investment choice to the other or any combination of funds on a daily basis.
The Merrill Lynch Basic Value Fund invests in securities, primarily undervalued
equities. The Merrill Lynch Capital Fund invests in equity, debt, and
convertible securities. The Merrill Lynch Retirement Preservation Trust invests
primarily in a broadly-diversified portfolio of guaranteed investment contracts
and in obligations of U.S. government and U.S. government-agency related
securities. This Trust also invests in high-quality money market securities.
The Managers International Equity Fund invests primarily in non-U.S. equity
securities. The Merrill Lynch Corporate Bond Fund-Intermediate Term Portfolio
is a managed portfolio primarily comprised of investment grade corporate fixed-
income securities. The First USA, Inc. Common Stock Fund invests in the common
stock of the Company. The First USA Paymentech, Inc. Common Stock Fund invests
in the common stock of First USA Paymentech, Inc.
5
<PAGE>
FIRST USA RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE D -- INVESTMENT OPTIONS (CONTINUED)
Prior to July 1, 1996, participants could elect to divide contributions between
five funds: Nations Value Fund, Nations Prime Fund, Nations International
Equity Fund, Nations Balanced Assets Fund, and Nations Strategic Fixed Income
Fund. Plan participants could elect to direct their contributions (and the
Company matching contributions) to any fund or a combination of two or more (in
1% denominations). Additionally, participants could revise percentage
allocations of investment options and transfer existing account balances from
one fund to the other or any combination of funds on a daily basis.
The Nations Value Fund was invested in equity securities, focusing on individual
company value and projected earnings per share. The Nations Prime Fund was
invested in short term bank certificates of deposit, banker's acceptances and
commercial paper. The Nations International Equity Fund invested in undervalued
foreign equity securities. The Nations Balanced Assets Fund allocated assets
among common stocks, bonds and money market instruments. The Nations Strategic
Fixed Income Fund invested primarily in a mix of investment grade (BBB or
better) corporate, government, and mortgage backed securities.
6
<PAGE>
First USA Retirement Savings Plan
Notes to Financial Statements
Note E -- Changes in Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Nations Nations Nations Strategic
Nations Value Nations Prime International Balanced Fixed Income Participant
Fund Fund Equity Fund Assets Fund Fund Loan Fund Total
------------- ------------- ------------- ----------- ----------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets available for
plan benefits at
December 31, 1994 $1,047,276 $ 736,536 $ 665,327 $ 610,513 $451,201 - $3,510,853
Additions
Employee contributions 804,983 344,653 399,007 353,846 246,416 - 2,148,905
Contributions from First
USA Financial, Inc. 145,498 85,170 73,544 79,067 54,348 - 437,627
Investment income 120,592 52,545 7,554 152,452 36,345 - 369,488
Net appreciation in fair
value of investments 354,622 - 71,500 41,082 57,765 - 524,969
Other - 69,054 - - - - 69,054
------------ ------------- ------------ ---------- ---------------- ---------- ----------
1,425,695 551,422 551,605 626,447 394,874 - 3,550,043
Deductions
Distributions 187,864 96,176 90,478 74,108 55,947 - 504,573
------------ ------------- ------------ ---------- ---------------- ---------- ----------
1,237,831 455,246 461,127 552,339 338,927 - 3,045,470
Transfers between
funds, net 68,279 (132,950) (89,630) (16,497) (16,171) $186,969 -
------------ ------------- ------------ ---------- ---------------- ---------- ----------
Assets available for
plan benefits at
December 31, 1995 $2,353,386 $1,058,832 $1,036,824 $1,146,355 $773,957 $186,969 $6,556,323
============ ============= ============ ========== ================ ========== ==========
</TABLE>
7
<PAGE>
First USA Retirement Savings Plan
Notes to Financial Statements (continued)
Note E -- Changes in Assets Available for Plan Benefits (continued)
The changes in assets available for plan benefits for the years ended December
31, 1995 and 1996 were as follows:
<TABLE>
<CAPTION>
FIRST USA
Nations Nations Nations Strategic FIRST USA Paymentech
Nations Value Nations Prime International Balanced Fixed Income Common Common
Fund Fund Equity Fund Assets Fund Fund Stock Stock
------------- ------------- ------------- ----------- ----------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets available for
plan benefits at
December 31, 1995 $ 2,353,386 $ 1,058,832 $ 1,036,824 $ 1,146,355 $ 773,957 - -
Additions
Employee contributions 755,332 237,538 267,186 378,282 222,150 $ 34,846 $ 15,224
Contributions from
First USA Financial, Inc. 106,737 44,956 42,297 47,397 31,736 1,130 1,320
Investment Income 25,067 30,796 12,730 24,291 24,309 238 34
Net appreciation (depreciation)
in fair value of investments 221,427 (5,456) 67,068 56,404 (46,062) 17,415 (4,247)
------------ ------------- ------------- ----------- ------------ --------- ----------
1,108,563 307,834 389,281 506,374 232,133 53,629 12,331
Deductions
Distributions 137,028 55,208 66,869 121,540 39,376 - -
------------ ------------- ------------- ----------- ------------ --------- ----------
971,535 252,626 322,412 384,834 192,757 53,629 12,331
Transfers between funds (2,199,089) (981,906) (914,302) (946,253) (686,897) 69,771 25,496
Transfers to affiliated funds (1,125,832) (329,552) (444,934) (584,936) (279,817) - -
------------ ------------- ------------- ----------- ------------ --------- ----------
Assets available for
plan benefits at
December 31, 1996 $ -- $ -- $ -- $ -- $ -- $123,400 $ 37,827
============ ============= ============= =========== =========== ========= ==========
</TABLE>
8
<PAGE>
First USA Retirement Savings Plan
Notes to Financial Statements (continued)
Note E -- Changes in Assets Available for Plan Benefits (continued)
<TABLE>
<CAPTION>
Merrill Lynch
Merrill Lynch Corporate
Retirement Managers Merrill Lynch Merrill Lynch Bond Fund-
Preservation International Capital Basic Value Intermediate Participant
Trust Equity Fund Fund Fund Term Portfolio Loan Fund Total
------------- ------------- ------------- ------------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets available for
plan benefits at
December 31, 1995 - - - - - $ 186,969 $ 6,556,323
-
Additions
Employee contributions $ 166,785 $ 254,982 $ 266,857 $ 543,180 $144,906 - 3,287,268
Contributions from
First USA Financial, Inc. 43,185 38,228 47,363 97,459 31,010 - 532,818
Investment Income 38,184 34,407 57,373 183,089 28,338 - 458,856
Net appreciation (depreciation)
in fair value of investments - 20,801 43,431 68,210 5,163 - 444,154
---------- ---------- ---------- ---------- -------- --------- -----------
248,154 348,418 415,024 891,938 209,417 - 4,723,096
Deductions
Distributions 18,948 41,384 36,970 80,211 15,399 - 612,933
---------- ---------- ---------- ---------- -------- --------- -----------
229,206 307,034 378,054 811,727 194,018 - 4,110,163
Transfers between funds 1,004,988 812,287 937,096 2,104,179 595,281 179,349 -
Transfers to affiliated funds - (2,317) (1,954) (3,570) - (114,811) (2,887,723)
---------- ---------- ---------- ---------- -------- --------- -----------
Assets available for
plan benefits at
December 31, 1996 $1,234,194 $1,117,004 $1,313,196 $2,912,336 $789,299 $ 251,507 $ 7,778,763
========== ========== ========== ========== ======== ========= ===========
</TABLE>
9
<PAGE>
FIRST USA RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE F -- INCOME TAX STATUS
The Internal Revenue Service determined and informed the Company by a letter
dated September 21, 1995, that the Plan and the related trust qualify under
Section 401 of the Code and are not subject to tax under present income tax
laws. The Employee Benefits Committee is not aware of any course of action or
series of events that have occurred that might adversely affect the amended
Plan's income tax status.
NOTE G - SUBSEQUENT EVENTS
On January 20, 1997, First USA and BANC ONE Corporation ("BANC ONE") jointly
announced that an agreement had been reached for First USA to merge with BANC
ONE. In the merger, First USA will merge with and into BANC ONE and each
outstanding share of First USA Common Stock will be converted into 1.1659 shares
of BANC ONE Common Stock. The merger was completed on June 27, 1997.
10
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
First USA Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
(c) Description
(a) (b) Identity of Issuer Of Investment (d) Cost (e) Current Value
------------------------------------- --------------- ---------- -----------------
<S> <C> <C> <C> <C>
* Merrill Lynch
Basic Value Fund 92,691.91 Units $2,802,841 $2,873,449
Capital Fund 41,705.79 Units 1,253,738 1,294,965
Retirement Preservation Fund 1,220,031 Units 1,220,031 1,220,031
International Equity Fund 25,219.67 Units 1,080,915 1,101,847
Corporate Bond Fund-Intermediate 68,293.788 Units 773,390 777,866
Term Portfolio
* First USA, Inc. Common Stock 3,531.2388 Shares 105,028 122,269
* First USA Paymentech, Inc. Common Stock 1,079.0207 Shares 40,782 36,552
* Participant Loan Fund - interest rates
ranging from 8.25% to 8.75% - 251,507
---------- ----------
$7,276,725 $7,678,486
========== ==========
</TABLE>
* Party in interest
11
<PAGE>
First USA Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1996
<TABLE>
<CAPTION>
(e) Expenses (h) Current Value
(Income) of Asset at
(a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain
Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss)
- -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------
Category (i) - Individual investment transactions in excess of 5% of plan assets:
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*NationsBank, Nations Balanced
Georgia, N.A. Assets Fund - 1,497,913 - 1,459,172 1,497,913 38,741
*NationsBank, Nations International
Georgia, N.A. Equity Fund - 1,288,546 - 1,215,309 1,288,546 73,237
*NationsBank, Nations Prime Fund - 1,318,457 - 1,318,457 1,318,457 -
Georgia, N.A.
*NationsBank, Nations Strategic
Georgia, N.A. Fixed Income Fund - 926,733 - 940,656 940,656 (13,923)
*NationsBank, Nations Value Fund - 3,210,650 - 2,862,724 3,210,650 347,926
Georgia, N.A.
*Merrill Lynch Trust Merrill Lynch Retirement
Company of Texas Preservation Fund 983,448 - - 983,448 983,448 -
*Merrill Lynch Trust Managers International
Company of Texas Equity Fund 864,720 - - 864,720 864,720 -
*Merrill Lynch Trust Merrill Lynch Basic
Company of Texas Value Fund 2,159,351 - - 2,159,351 2,159,351 -
</TABLE>
* Party in interest
12
<PAGE>
First USA Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1996
<TABLE>
<CAPTION>
(e) Expenses (h) Current Value
(Income) of Asset at
(a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain
Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss)
- -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------
Category (i) - Individual investment transactions in excess of 5% of plan
assets:
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Merrill Lynch Trust Merrill Lynch Corporate
Company of Texas Bond Fund-Intermediate
Term Portfolio 657,021 - - 657,021 657,021 -
*Merrill Lynch Trust Merrill Lynch Capital
Company of Texas Fund 939,955 - - 939,955 939,955 -
</TABLE>
* Party in interest
13
<PAGE>
First USA Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
(e) Expenses (h) Current Value
(Income) of Asset at
(a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain
Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss)
- -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------
Category (iii) - Series of investment transactions in excess of 5% of plan assets:
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*NationsBank, Nations Balanced Assets
Georgia, N.A. Fund 530,303 - 530,303 530,303 -
*NationsBank, Nations Balanced Assets
Georgia, N.A. Fund - 1,685,497 - 1,639,498 1,685,497 45,999
*NationsBank, Nations International
Georgia, N.A. Equity Fund 377,941 - - 377,941 377,941 -
*NationsBank, Nations International
Georgia, N.A. Equity Fund - 1,445,042 - 1,360,376 1,445,042 84,666
*NationsBank, Nations Prime Fund 478,178 - - 478,178 478,178 -
Georgia, N.A.
*NationsBank, Nations Prime Fund - 1,515,557 - 1,515,557 1,515,557 -
Georgia, N.A.
*NationsBank, Nations Strategic
Georgia, N.A. Fixed Income Fund 321,534 - - 321,534 321,534 -
*NationsBank, Nations Strategic Fixed
Georgia, N.A. Income - 1,023,524 - 1,037,102 1,023,524 (13,578)
</TABLE>
* Party in interest
14
<PAGE>
First USA Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
(e) Expenses (h) Current Value
(Income) of Asset at
(a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain
Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss)
- -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------
Category (iii) - Series of investment transactions in excess of 5% of plan assets:
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*NationsBank, Nations Value Fund 1,089,021 - - 1,089,021 1,089,021 -
Georgia, N.A.
*NationsBank, Nations Value Fund - 3,549,281 - 3,158,214 3,549,281 391,067
Georgia, N.A.
*Merrill Lynch Trust Merrill Lynch Retirement
Company of Texas Preservation Fund 1,425,730 - - 1,425,730 1,425,730 -
*Merrill Lynch Trust Merrill Lynch Retirement
Company of Texas Preservation Fund - 204,393 - 204,393 204,393 -
*Merrill Lynch Trust Managers International
Company of Texas Equity Fund 1,242,137 - - 1,242,137 1,242,137 -
*Merrill Lynch Trust Managers International
Company of Texas Equity Fund - 158,774 - 158,905 158,774 (131)
*Merrill Lynch Trust Merrill Lynch Basic
Company of Texas Value Fund 3,101,814 - - 3,101,814 3,101,814 -
*Merrill Lynch Trust Merrill Lynch Basic
Company of Texas Value Fund - 275,377 - 277,775 275,377 (2,398)
</TABLE>
* Party in interest
15
<PAGE>
First USA Retirement Savings Plan
Line 27d - Schedule of Reportable Transactions (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
(e) Expenses (h) Current Value
(Income) of Asset at
(a) Party (c) Purchase (d) Selling Incurred with (g) Cost Transaction (i) Net Gain
Involved (b) Description of Assets Price Price Transaction of Asset Date or (Loss)
- -------------------- ------------------------- ------------ ----------- ------------- ---------- ----------------- ------------
Category (iii) - Series of investment transactions in excess of 5% of plan assets:
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Merrill Lynch Trust Merrill Lynch Corporate
Company of Texas Bond Fund - Intermediate
Term Portfolio 855,892 - - 855,892 855,892 -
*Merrill Lynch Trust Merrill Lynch Corporate
Company of Texas Bond Fund - Intermediate
Term Portfolio - 76,424 - 75,737 76,424 687
*Merrill Lynch Trust Merrill Lynch
Company of Texas Capital Fund 1,334,824 - - 1,334,824 1,334,824 -
*Merrill Lynch Trust Merrill Lynch
Company of Texas Capital Fund - 81,336 - 79,132 81,336 2,204
</TABLE>
Column (f) is not applicable
There are no category (ii) or (iv) transactions during the year ended December
31, 1996.
* Party in interest
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefits plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
First USA Retirement Savings Plan
Date: July 11, 1997 /s/ Tracie H. Klein
------------------------------------------------
Tracie H. Klein
Vice President
First USA Management, Inc.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement No.
333-11265 on Form S-8 pertaining to the First USA Retirement Savings
Plan of our report dated June 20, 1997, with respect to the financial statements
and supplemental schedules of First USA Retirement Savings Plan,
included in this Annual Report on Form 11-K for the period ended December 31,
1996.
ERNST & YOUNG LLP
Dallas, Texas
July 11, 1997
