Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Form 10-K 29 196K
2: EX-10.A Retirement Plan for Nonofficer Directors, 2 10K
Amendment
3: EX-10.D Senior Management Incentive Plan, Amendment 1 8K
4: EX-10.I 1992 Management Stock Plan, Amendment 1 7K
5: EX-10.L Supplemental Benefits Agreement 3 9K
6: EX-10.O Severance Pay Program 22 91K
7: EX-10.P General Release and Settlement Agreement 13 53K
8: EX-11 Computation of Earnings Per Share 2± 10K
9: EX-12.A Ratios of Earnings 3 16K
10: EX-12.B Pro Forma Combined Ratios of Earnings 2 11K
11: EX-13 1995 Bankamerica Corp. Annual Report to S/H 164± 699K
12: EX-21 Bankamerica Corporation Subsidiaries 7 41K
13: EX-23 Consent of Independent Auditors 1 13K
14: EX-24 Powers of Attorney 15 25K
15: EX-27 Financial Data Schedule 2 13K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
Commission file number: 1-7377.
Exact name of registrant as specified in its charter:
BANKAMERICA CORPORATION
Address and telephone
State of incorporation: of principal executive offices: I.R.S. Employer I.D. No:
Delaware. 94-1681731.
Bank of America Center
San Francisco, California 94104
415-622-3530.
Securities registered pursuant to Section 12(b) of the Act:
New York, Chicago, and Pacific Stock Exchanges: Common Stock, Par Value $1.5625
and Preferred Share Purchase Rights
New York Stock Exchange:
[Enlarge/Download Table]
Cumulative Adjustable Preferred 9% Cumulative Preferred Stock, Depositary Shares Each Representing a
Stock, Series A Series H One-Twentieth Interest in a Share of:
Cumulative Adjustable Preferred 8 3/8% Cumulative Preferred Stock, 11% Preferred Stock, Series J
Stock, Series B Series K 8.16% Cumulative Preferred Stock,
9 5/8% Cumulative Preferred Stock, Floating Rate Subordinated Capital Series L
Series F Notes Due August 15, 1996 7 7/8% Cumulative Preferred Stock,
Series M
8 1/2% Cumulative Preferred Stock,
Series N
Securities registered pursuant to Section 12(g) of the Act:
None
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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the closing price on the consolidated
transaction reporting system on January 31, 1996, was in excess of $24.6
billion.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 1996.
Common Stock, $1.5625 par value------365,918,099 shares
outstanding on January 31, 1996.*
*In addition, 19,338,165 shares were held in treasury.
Documents incorporated by reference and parts of Form 10-K into
which incorporated:
Portions of the Annual Report to Shareholders for the Year
Ended December 31, 1995 Parts I, II, & IV
Portions of the Proxy Statement for the May 23, 1996 Annual
Meeting of Shareholders Part III
FORM 10-K
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[Enlarge/Download Table]
PART I Items 1 and 2. Business and Properties
General..................................................................... 2
Distribution of Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differential.................................. 4
Available-for-Sale and Held-to-Maturity Securities.......................... 8
Loan Portfolio.............................................................. 9
Summary of Credit Loss Experience........................................... 12
Deposits.................................................................... 12
Return on Equity and Assets................................................. 13
Short-Term Borrowings....................................................... 13
Competition................................................................. 13
Supervision and Regulation.................................................. 14
Employees................................................................... 17
Item 3. Legal Proceedings........................................................... 17
Item 4. Submission of Matters to a Vote of Security Holders......................... 17
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PART II Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................................... 18
Item 6. Selected Financial Data..................................................... 18
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 18
Item 8. Financial Statements and Supplementary Data................................. 18
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................................. 18
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PART III Item 10. Directors and Executive Officers of the Registrant.......................... 19
Item 11. Executive Compensation...................................................... 21
Item 12. Security Ownership of Certain Beneficial Owners and Management.............. 21
Item 13. Certain Relationships and Related Transactions.............................. 21
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PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............ 22
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SIGNATURES ............................................................................... 25
1
PART I
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ITEMS 1 AND 2. BUSINESS AND PROPERTIES
________________________________________________________________________________
GENERAL BankAmerica Corporation (the Parent) is a bank holding
company that was incorporated on October 7, 1968, under the
laws of the state of Delaware, and is registered under the
Bank Holding Company Act of 1956, as amended. At December 31,
1995, BankAmerica Corporation and consolidated subsidiaries
(BAC) was one of the three largest bank holding companies in
the United States, based on total assets of $232.4 billion.
During 1994, Continental Bank Corporation (Continental) was
merged with and into the Parent, and Continental's principal
subsidiary, Continental Bank, was renamed Bank of America
Illinois (BAI). In addition, during 1994, BAC acquired United
Mortgage Holding Company in Minnesota and the Virginia
processing operations of Margaretten Mortgage. During 1995,
BAC completed its acquisition of Arbor National Holdings,
Inc., based in New York. Additional information related to
the Continental merger is incorporated by reference from Note
3 on pages 56 through 58 of the 1995 Annual Report to
Shareholders. During 1995, BAC began to divest its
Institutional Trust and Securities Services business.
Additional information related to this divestiture is
incorporated by reference from page 21 of the 1995 Annual
Report to Shareholders.
The Parent's largest subsidiaries, based on total assets at
year-end 1995, are Bank of America NT&SA (the Bank), Seattle-
First National Bank (SFNB), and BAI. The Bank was founded by
A. P. Giannini in San Francisco, California, and began
business as Bank of Italy on October 17, 1904, offering
banking services to individuals and small businesses in the
community. It adopted its present name on November 1, 1930,
and became a subsidiary of the Parent on April 1, 1969. SFNB,
the largest bank in Washington State based on total assets at
December 31, 1995, was acquired by the Parent in 1983. SFNB
has a major presence in the consumer and commercial banking
sectors of the Pacific Northwest. BAI, headquartered in
Chicago, provides corporate, middle market, and private
banking services.
The Parent's subsidiaries also include Bank of America
Arizona, Bank of America Nevada, Bank of America Oregon, and
Bank of America Community Development Bank, all of which have
state charters; Bank of America Alaska, N.A., Bank of America
New Mexico, N.A., and Bank of America Texas, N.A., which are
national banks; and Bank of America, FSB (FSB), a federal
savings bank. In addition, Bank of America National
Association, which holds a national charter, offers credit
card services, primarily to individuals, throughout the
United States.
2
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OPERATIONS
=============================================================
The Parent, through its network of subsidiaries, provides
banking and other financial services throughout the United
States and in selected international markets to consumers and
business customers, including corporations, governments, and
other institutions.
In providing financial products to consumers, BAC offers
retail deposit services, residential first mortgages, credit
card products, manufactured housing financing, investment
services, and other consumer finance products. BAC's consumer
banking operations serve the largest customer base of any
bank in the western United States - approximately 11 million
households in 1995. In the ten western states in which BAC
operates, it offers the largest full-service branch network -
nearly 2,000 branches, approximately 200 of them in
supermarkets and other stores. In addition, BAC's proprietary
network of more than 6,600 ATMs is the nation's largest. In
California, BAC's largest market, the Bank operated
approximately 1,020 branches at December 31, 1995. SFNB had
approximately 270 branches at December 31, 1995.
As a global financial intermediary, BAC provides capital-
raising services, trade finance, cash management, investment
banking, capital markets products, and financial advisory
services to large public- and private-sector institutions
that are part of the global economy.
In addition, BAC provides credit and other financial services
to a variety of real estate market segments, including
developers, investors, pension fund advisors, real estate
investment trusts, and property managers.
The wide range of products and services available to
consumers and large institutions is also provided to middle
market customers (companies with annual revenues between $5
million and $250 million) primarily throughout the West and
in the Midwest.
Furthermore, BAC provides a broad range of private banking
and investment services to customers worldwide, including
personal trust and investment management products, such as
mutual funds, fixed-income securities, annuities, and equity
securities.
Additional information about BAC and its operations is
incorporated by reference from the inside front cover, pages
5 through 15, pages 17 through 21, Note 2 on page 56, and
Note 25 on page 82 of the 1995 Annual Report to Shareholders.
PROPERTIES
=============================================================
BAC's principal offices are located at 555 California Street
in San Francisco, California.
SFNB's principal offices are located at 701 Fifth Avenue in
Seattle, Washington.
BAI's principal offices are located at 231 South LaSalle
Street in Chicago, Illinois.
At December 31, 1995, BAC owned approximately one-half of its
properties. The remaining facilities were leased.
3
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DISTRIBUTION OF ASSETS, LIABILITIES, AND STOCKHOLDERS' EQUITY; INTEREST RATES
AND INTEREST DIFFERENTIAL
================================================================================
AVERAGE BALANCES, INTEREST, AND AVERAGE RATES
================================================================================
[Enlarge/Download Table]
Year Ended December 31, 1995 Year Ended December 31, 1994
---------------------------------- -----------------------------------
(dollar amounts in millions) Balance/a/ Interest/b/ Rate/b/ Balance/a/ Interest/b/ Rate/b/
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
Interest-bearing deposits in banks $ 5,853 $ 466 7.95% $ 4,912 $ 325 6.62%
Federal funds sold 548 32 5.89 1,318 55 4.13
Securities purchased under resale agreements 8,823 618 7.00 6,378 351 5.51
Trading account assets 9,106 745 8.18 6,713 476 7.09
Available-for-sale securities/d/ 9,768/c/ 764 7.83 9,675/c/ 593 6.13
Held-to-maturity securities/d/ 7,192 524 7.29 10,805/c/ 794 7.35
Domestic loans:
Consumer--residential first mortgages 35,407 2,500 7.06 32,012 1,913 5.97
Consumer--residential junior mortgages 13,832 1,252 9.05 13,196 1,009 7.65
Consumer--credit card 8,230 1,230 14.95 7,280 1,139 15.65
Other consumer 14,149 1,399 9.89 11,847 1,217 10.27
Commercial and industrial 30,927 2,619 8.47 23,643 1,665 7.04
Commercial loans secured by real estate 10,586 957 9.04 9,407 757 8.04
Construction and development loans secured by real estate 3,367 373 11.07/e/ 3,948 307 7.78
Financial institutions 2,511 143 5.69 2,142 108 5.06
Lease financing 1,835 111 6.06 1,675 129 7.70
Agricultural 1,619 157 9.67 1,641 129 7.87
Loans for purchasing or carrying securities 1,303 91 7.02 1,814 92 5.06
Other 1,394 91 6.56 1,244 76 6.10
-------- -------- -------- --------
Total domestic loans 125,160 10,923 8.73 109,849 8,541 7.77
Foreign loans 21,754 1,792 8.24 18,572 1,273 6.86
-------- -------- -------- --------
Total loan/c/ 146,914 12,715 8.65 128,421 9,814 7.64
-------- -------- -------- --------
Total earning assets 188,204 $ 15,864 8.43 168,222 $ 12,408 7.38
======== ========
Nonearning assets 42,641 37,366
Less: Allowance for credit losses 3,672 3,520
-------- --------
TOTAL ASSETS/f/ $227,173 $202,068
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Domestic interest-bearing deposits:
Transaction $ 13,241 $ 159 1.20% $ 13,761 $ 160 1.16%
Savings 13,550 282 2.08 14,427 294 2.04
Money market 29,070 870 2.99 32,625 818 2.51
Time 30,002 1,471 4.90 28,259 864 3.06
-------- -------- -------- --------
Total domestic interest-bearing deposits 85,863 2,782 3.24 89,072 2,136 2.40
Foreign interest-bearing deposits/g/:
Banks located in foreign countries 10,245 679 6.63 6,771 421 6.23
Governments and official institutions 6,845 397 5.80 4,646 217 4.67
Time, savings, and other 16,131 1,065 6.60 11,371 563 4.95
-------- -------- -------- --------
Total foreign interest-bearing deposits 33,221 2,141 6.44 22,788 1,201 5.27
-------- -------- -------- --------
Total interest-bearing deposits 119,084 4,923 4.13 111,860 3,337 2.98
Federal funds purchased 2,222 131 5.89 611 27 4.48
Securities sold under repurchase agreements 9,110 581 6.38 6,455 351 5.44
Other short-term borrowings 9,301 630 6.77 4,231 275 6.50
Long-term debt 15,156 1,067 7.04 13,920 810 5.82
Subordinated capital notes 605 46 7.58 606 42 6.84
-------- -------- -------- --------
Total interest-bearing liabilities 155,478 $ 7,378 4.75 137,683 $ 4,842 3.52
======== ========
Domestic noninterest-bearing deposits 33,272 31,938
Foreign noninterest-bearing deposits 1,630 1,498
Other noninterest-bearing liabilities 17,238 13,258
-------- --------
Total liabilities/f/ 207,618 184,377
Stockholders' equity 19,555 17,691
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $227,173 $202,068
======== ========
Interest income as a percentage of average earning assets 8.43% 7.38%
Interest expense as a percentage of average earning assets (3.92) (2.88)
------ ------
NET INTEREST MARGIN 4.51% 4.50%
====== ======
================================================================================
/a/ Average balances are obtained from the best available daily, weekly, or
monthly data.
/b/ Interest income and average rates are presented on a taxable-equivalent
basis. The taxable-equivalent basis adjustments are based on a marginal tax
rate of 35 percent for 1995, 1994, and 1993.
/c/ Average balances include nonaccrual assets.
/d/ Refer to the table on page 7 for more detail on available-for-sale and held-
to-maturity securities.
/e/ Rate reflects a higher level of interest recoveries on nonaccrual loans
during the year ended December 31, 1995 as compared to the years ended
December 31, 1994 and 1993.
/f/ The percentage of average total assets attributable to foreign operations
for the years ended December 31, 1995, 1994, and 1993 was 18 percent, 18
percent, and 16 percent, respectively. The percentage of average total
liabilities attributable to foreign operations for the same periods was 19
percent, 18 percent, and 16 percent, respectively.
/g/ Primarily consists of time deposits in denominations of $100,000 or more.
4
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[Download Table]
Year Ended December 31, 1993 Fourth Quarter 1995
---------------------------------- ---------------------------------
Balance/a/ Interest/b/ Rate/b/ Balance/a/ Interest/b/ Rate/b/
---------------------------------- ---------------------------------
$ 2,642/c/ $ 194 7.36% $ 5,962 $ 119 7.91%
1,131 35 3.12 392 5 5.51
3,903 174 4.46 8,204 147 7.09
6,341 375 5.91 9,568 200 8.28
4,118 280 6.79 9,951 196 7.86
15,759 1,123 7.13 6,614 120 7.22
29,548 1,858 6.29 36,361 674 7.42
13,388 1,056 7.89 13,691 306 8.85
7,499 1,220 16.26 8,750 318 14.55
11,271 1,174 10.41 15,633 389 9.87
20,580 1,301 6.32 31,940 666 8.27
9,707 729 7.51 10,768 241 8.95
5,718 295 5.17 3,237 84 10.23
1,948 68 3.48 2,786 34 4.89
1,773 219 12.36 1,876 26 5.53
1,605 122 7.62 1,572 37 9.44
1,447 59 4.05 1,284 22 6.83
1,099 55 5.03 1,410 23 6.59
-------- ------- -------- -------
105,583 8,156 7.73 129,308 2,820 8.68
19,531 1,312 6.72 22,588 468 8.22
-------- ------- -------- -------
125,114 9,468 7.57 151,896 3,288 8.62
-------- ------- -------- -------
159,008 $11,649 7.32 192,587 $ 4,075 8.42
30,144 ======= 43,286 =======
3,826 3,604
-------- --------
$185,326 $232,269
========
$ 13,469 $ 181 1.34% $ 13,165 $ 40 1.21%
13,977 312 2.23 13,216 70 2.08
34,182 851 2.49 28,271 221 3.11
30,939 772 2.50 29,776 385 5.12
-------- ------- -------- -------
92,567 2,116 2.29 84,428 716 3.36
3,346 230 6.88 11,856 196 6.54
1,927 78 4.08 7,446 106 5.67
10,276 547 5.32 17,680 289 6.49
-------- ------- -------- -------
15,549 855 5.50 36,982 591 6.34
-------- ------- -------- -------
108,116 2,971 2.75 121,410 1,307 4.27
570 16 2.78 2,492 35 5.60
2,837 158 5.58 9,051 147 6.44
3,088 201 6.52 9,653 168 6.88
14,090 727 5.16 15,100 265 6.98
1,499 113 7.52 605 12 7.50
-------- ------- -------- -------
130,200 $ 4,186 3.22 158,311 $ 1,934 4.84
30,688 ======= 34,350 =======
1,425 1,539
6,728 18,207
-------- --------
169,041 212,407
16,285 19,862
-------- --------
$185,326 $232,269
======== 7.32% ======== 8.42%
(2.63) (3.98)
----- -----
4.69% 4.44%
===== =====
Fourth Quarter 1994
------------------------------------
Balance/a/ Interest/b/ Rate/b/
------------------------------------
$ 5,860 $ 108 7.33%
837 11 5.21
6,956 106 6.05
6,770 125 7.31
10,393/c/ 182 6.96
8,427/c/ 156 7.40
33,400 523 6.27
13,397 246 7.30
7,602 289 15.22
12,692 350 10.93
28,523 576 8.02
10,018 212 8.46
3,857 85 8.69
2,761 37 5.32
1,724 26 6.03
1,668 36 8.61
1,590 26 6.47
1,355 21 6.15
-------- -------
118,587 2,427 8.15
19,989 371 7.35
-------- -------
138,576 2,798 8.03
-------- -------
177,819 $ 3,486 7.80
40,478 =======
3,648
--------
$214,649
========
$ 13,674 $ 40 1.17%
14,190 74 2.06
32,050 215 2.67
31,411 310 3.92
-------- -------
91,325 639 2.78
8,737 138 6.26
5,183 69 5.28
12,313 173 5.58
-------- -------
26,233 380 5.75
-------- -------
117,558 1,019 3.44
1,168 15 5.22
6,623 93 5.55
5,094 84 6.53
14,769 245 6.56
605 11 7.08
-------- -------
145,817 $ 1,467 3.99
33,930 =======
1,634
14,286
--------
195,667
18,982
--------
$214,649
========
7.80%
(3.27)
-----
4.53%
=====
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5
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NET INTEREST INCOME ANALYSIS
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[Enlarge/Download Table]
Year Ended December 31, 1995 over 1994 Year Ended December 31, 1994 over 1993
--------------------------------------- ---------------------------------------
INCREASE (DECREASE)/a/ INCREASE (DECREASE)/a/
--------------------------------------- ---------------------------------------
(in millions) Volume Rate Net Volume Rate Net
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INTEREST INCOME/b/
Interest-bearing deposits in banks $ 69 $ 72 $ 141 $ 152 $ (21) $ 131
Federal funds sold (40) 17 (23) 7 13 20
Securities purchased under resale agreements 157 110 267 129 48 177
Trading account assets 188 81 269 23 78 101
Available-for-sale securities:
U.S. Treasury and other government agency
securities (84) 28 (56) 74 4 78
Mortgage-backed securities 35 46 81 171 (26) 145
Other domestic securities 11 2 13 19 (1) 18
Foreign securities 65 68 133 79 (7) 72
------- ------
Total available-for-sale securities 171 313
Held-to-maturity securities:
U.S. Treasury and other government agency
securities (20) - (20) (183) 41 (142)
Mortgage-backed securities (179) (3) (182) (273) (9) (282)
State, county, and municipal securities (3) (1) (4) (6) 1 (5)
Other domestic securities (4) 1 (3) (48) (32) (80)
Foreign securities (56) (5) (61) 180 - 180
------- ------
Total held-to-maturity securities (270) (329)
Domestic loans:
Consumer-residential first mortgages 216 371 587 151 (96) 55
Consumer-residential junior mortgages 51 192 243 (15) (32) (47)
Consumer-credit card 144 (53) 91 (35) (46) (81)
Other consumer 229 (47) 182 59 (16) 43
Commercial and industrial 575 379 954 206 158 364
Commercial loans secured by real estate 100 100 200 (23) 51 28
Construction and development loans
secured by real estate (50) 116 66 (109) 121 12
Financial institutions 20 15 35 7 33 40
Lease financing 11 (29) (18) (12) (78) (90)
Agricultural (2) 30 28 3 4 7
Loans for purchasing or carrying securities (30) 29 (1) 17 16 33
Other 9 6 15 8 13 21
------- ------
Total domestic loans 2,382 385
Foreign loans 239 280 519 (66) 27 (39)
------- ------
Total loans 2,901 346
------- ------
NET INCREASE $ 3,456 $ 759
======= =======
INTEREST EXPENSE
Domestic interest-bearing deposits:
Transaction $ (6) $ 5 $ (1) $ 4 $ (25) $ (21)
Savings (18) 6 (12) 10 (28) (18)
Money market (95) 147 52 (40) 7 (33)
Time 56 551 607 (71) 163 92
------- ------
Total domestic interest-bearing deposits 646 20
Foreign interest-bearing deposits:
Banks located in foreign countries 229 29 258 215 (24) 191
Governments and official institutions 119 61 180 126 13 139
Time, savings, and other 279 223 502 56 (40) 16
------- ------
Total foreign interest-bearing deposits 940 346
------- ------
Total interest-bearing deposits 1,586 366
Federal funds purchased 93 11 104 1 10 11
Securities sold under repurchase agreements 162 68 230 197 (4) 193
Other short-term borrowings 343 12 355 75 (1) 74
Long-term debt 76 181 257 (9) 92 83
Subordinated capital notes - 4 4 (62) (9) (71)
------- ------
NET INCREASE $ 2,536 $ 656
======= =======
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/a/ Changes that are the result of a joint volume and rate fluctuation are
allocated in proportion to the volume and rate changes.
/b/ Interest income is presented on a taxable-equivalent basis. The taxable-
equivalent basis adjustments are based on a marginal tax rate of 35 percent
for 1995, 1994, and 1993.
6
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AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES--AVERAGE BALANCES, INTEREST,
--------------------------------------------------------------------------------
AND AVERAGE RATES
-----------------
[Enlarge/Download Table]
Year Ended December 31, 1995 Year Ended December 31, 1994
-----------------------------------------------------------------------------------------------------
Rate Rate
Rate based on Rate based on
based on amortized based on amortized
(dollar amounts in millions) Balance/a/ Interest/b/ fair value/b/ cost/b/ Balance/a/ Interest/b/ fair value/b/ cost/b/
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AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury and other
government agency securities $1,659 $108 6.49% 6.45% $3,029 $164 5.42% 5.41%
Mortgage-backed securities 4,962 344 6.94 6.89 4,410 263 5.96 5.88
Other domestic securities 660 34 5.22 5.84 427 21 4.78 5.00
Foreign securities 2,487/c/ 278 11.17/d/ 10.10/d/ 1,809/c/ 145 8.05 7.09
------------------------------------------------------------------------------------------------------------------------------------
$9,768 $764 7.83% 7.64% $9,675 $593 6.13% 5.95%
--------------------------------====================================================================================================
Year Ended December 31, 1993
-----------------------------------------
Rate
based on
amortized
(dollar amounts in millions) Balance/a/ Interest/b/ cost/b/
-----------------------------------------------------------------------------------
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury and other
government agency securities $1,646 $86 5.20%
Mortgage-backed securities 1,606 118 7.35
Other domestic securities 39 3 7.19
Foreign securities 827 73 8.83
-----------------------------------------------------------------------------------
$4,118 $280 6.79%
--------------------------------------------=======================================
Year Ended December 31, 1995 Year Ended December 31, 1994 Year Ended December 31, 1993
(dollar amounts in -------------------------------- -------------------------------- --------------------------------
millions) Balance/a/ Interest/b/ Rate/b/ Balance/a/ Interest/b/ Rate/b/ Balance/a/ Interest/b/ Rate/b/
------------------------------------------------------------------------------------------------------------------------------------
HELD-TO-MATURITY
SECURITIES
U.S. Treasury and other
government
agency securities $ 388 $ 26 6.72% $ 689 $ 46 6.72% $ 3,554 $ 188 5.28%
Mortgage-backed securities 4,490 321 7.15 6,985 503 7.20 10,784 785 7.28
State, county, and
municipal securities 445 35 7.89 479 39 8.12 553 44 7.93
Other domestic securities 178 13 7.62 224 16 7.11 740 96 13.01/e/
Foreign securities 1,691 129 7.62 2,428/c/ 190 7.83 128 10 7.61
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$7,192 $524 7.29% $10,805 $794 7.35% $15,759 $1,123 7.13%
----------------------------========================================================================================================
Fourth Quarter 1995 Fourth Quarter 1994
-----------------------------------------------------------------------------------------------------
Rate Rate
Rate based on Rate based on
based on amortized based on amortized
(dollar amounts in millions) Balance/a/ Interest/b/ fair value/b/ cost/b/ Balance/a/ Interest/b/ fair value/b/ cost/b/
------------------------------------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE
SECURITIES
U.S. Treasury and other
government agency
securities $1,665 $ 27 6.32% 6.36% $ 2,317 $ 31 5.27% 5.17%
Mortgage-backed securities 4,927 85 6.91 6.97 5,678 98 6.88 6.62
Other domestic securities 720 9 5.31 6.06 491 6 5.09 5.34
Foreign securities 2,639/c/ 75 11.31 10.46 1,907/c/ 47 9.73 8.76
------------------------------------------------------------------------------------------------------------------------------------
$9,951 $196 7.86% 7.81% $10,393 $182 6.96% 6.67%
---------------------------------===================================================================================================
Fourth Quarter 1995 Fourth Quarter 1994
---------------------------------------- ----------------------------------------
(dollar amounts in millions) Balance/a/ Interest/b/ Rate/b/ Balance/a/ Interest/b/ Rate/b/
------------------------------------------------------------------------------------------------------------------------------------
HELD-TO-MATURITY SECURITIES
U.S. Treasury and other government
agency securities $ 289 $ 5 6.42% $ 482 $ 9 7.02%
Mortgage-backed securities 4,169 75 7.18 4,782 85 7.11
State, county, and municipal
securities 452 9 7.99 461 9 8.14
Other domestic securities 165 3 7.39 196 3 6.96
Foreign securities 1,539 28 7.24 2,506/c/ 50 7.84
------------------------------------------------------------------------------------------------------------------------------------
$6,614 $120 7.22% $8,427 $156 7.40%
---------------------------------------=============================================================================================
====================================================================================================================================
/a/ Average balances are obtained from the best available daily, weekly, or
monthly data.
/b/ Interest income and average rates are presented on a taxable-equivalent
basis. The taxable-equivalent basis adjustments are based on a marginal tax
rate of 35 percent for 1995, 1994 and 1993.
/c/ Average balances include nonaccrual assets.
/d/ Rates reflect interest received on nonaccrual debt-restructuring par bonds.
/e/ Rates reflect income recognized on call premiums received and unamortized
discounts related to debentures called prior to maturity.
7
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AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES
================================================================================
Carrying Value and Yield by Contractual Maturity Date
================================================================================
[Enlarge/Download Table]
Available-for-Sale Securities Held-to-Maturity Securities
----------------------------- ---------------------------
December 31, 1995/a/ December 31, 1995/b/
----------------------------- ---------------------------
(dollar amounts in millions) Amount Yield/b/ Amount Yield/b/
---------------------------------------------------------------------------------------------------------------------------------
DUE IN ONE YEAR OR LESS
U.S. Treasury and other government agency securities $ 893 5.61% $ 62 5.01%
Mortgage-backed securities 1 6.84 - -
State, county, and municipal securities - - 87 4.76
Other securities 843 6.16 170 8.49
------- -------
1,737 5.88 319 6.86
DUE AFTER ONE YEAR THROUGH FIVE YEARS
U.S. Treasury and other government agency securities 489 7.96 2 7.62
Mortgage-backed securities 9 7.67 1 10.37
State, county, and municipal securities 1 6.53 132 5.51
Other securities 1,532 9.86 259 7.89
------- -------
2,031 9.39 394 7.10
DUE AFTER FIVE YEARS THROUGH TEN YEARS
U.S. Treasury and other government agency securities 267 5.81 - -
Mortgage-backed securities 110 6.30 195 7.84
State, county, and municipal securities 3 6.56 95 5.37
Other securities 152 6.94 46 5.32
------- -------
532 6.24 336 6.80
DUE AFTER TEN YEARS
U.S. Treasury and other government agency securities 161 9.03 2 7.27
Mortgage-backed securities 6,629 7.05 2,285 7.10
State, county, and municipal securities 3 7.14 153 5.49
Other securities 653 6.58 1,167 6.45
------- -------
7,446 7.05 3,607 6.82
------- -------
$11,746 $ 4,656
======= =======
--------------------------------------------------------------------------------
/a/These amounts exclude equity securities, which have no contractual
maturities.
/b/Yields on tax-exempt securities have not been computed on a taxable-
equivalent basis.
Information on the securities portfolios is incorporated by reference from page
52 of Note 1 and Note 6 on pages 58 and 59 of the 1995 Annual Report to
Shareholders.
8
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LOAN PORTFOLIO Loan Outstandings by Type
======================================================
Information on loan outstandings by type is
incorporated by reference from page 29 of the 1995
Annual Report to Shareholders.
Maturity Distribution and Interest Rate
Characteristics of Certain Types of Loans
======================================================
[Enlarge/Download Table]
Remaining Maturities as of December 31, 1995
-------------------------------------------------------------
Due after One
Due in One Year through Due after
(in millions) Year or Less Five Years Five Years Total
--------------------------------------------------------------------------------------------------
MATURITY DISTRIBUTION OF LOANS
Domestic commercial loans:
Secured by real estate $ 4,025 $ 2,813 $ 4,137 $10,975
Construction and development
secured by real estate 1,867 1,092 194 3,153
Commercial and industrial,
financial institutions,
and agricultural 23,926 10,610 2,780 37,316
Foreign loans 17,892 2,497 3,093 23,482
--------------------------------------------------------------------------------------------------
$47,710 $17,012 $10,204 $74,926
----------------------------------------==========================================================
LOANS DUE AFTER ONE YEAR
Predetermined interest rates $ 4,408 $ 3,510 $ 7,918
Floating or adjustable interest rates 12,604 6,694 19,298
--------------------------------------------------------------------------------------------------
$17,012 $10,204 $27,216
---------------------------------------------------------=========================================
Principal repayments of loans are reported above in the
maturity category in which remaining payments are due
under the contractual terms of the loan. Certain loan
agreements provide rollover options that may extend the
contractual maturity of these loans. However, these
extensions are not reflected in the table above until
such time as the option is exercised.
9
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CROSS-BORDER OUTSTANDINGS EXCEEDING ONE PERCENT OF TOTAL ASSETS
======================================================================
[Enlarge/Download Table]
Cross-Border
Total Outstandings
Public Private Cross-Border as a Percentage
(dollar amounts in millions)/a/b/c/d/ December 31 Sector/e/ Banks/e/ Sector/e/ Outstandings of Total Assets
-----------------------------------------------------------------------------------------------------------------------------------
Japan 1995 $ 7 $2,253 $2,546 $4,806 2.07%
1994 17 1,248 2,292 3,557 1.65
1993 10 1,490 2,054 3,554 1.90
Italy 1995 172 101 2,500 2,773 1.19
1994 57 119 1,371 1,547 0.72
1993 44 229 597 870 0.47
South Korea 1995 106 1,189 1,143 2,438 1.05
1994 - 864 935 1,799 0.83
1993 - 512 666 1,178 0.63
Spain 1995 109 24 1,553 1,686 0.73
1994 57 108 1,817 1,982 0.92
1993 56 105 1,941 2,102 1.12
Hong Kong 1995 2 129 837 968 0.42
1994 - 185 1,202 1,387 0.64
1993 - 110 2,181 2,291 1.23
-----------------------------------------------------------------------------------------------------------------------------------
/a/ Cross-border outstandings include the following assets,
primarily in U.S. dollars, with borrowers or customers in a
foreign country: loans, accrued interest, acceptances,
interest-bearing deposits with other banks, trading account
assets, available-for-sale securities, held-to-maturity
securities, other interest-earning investments, and other
monetary assets. Local currency outstandings that are
neither hedged nor funded by local currency borrowings are
included in cross-border outstandings. Guarantees of
outstandings of borrowers of other countries are considered
outstandings of the guarantor. Loans made to, or deposits
placed with, a branch of a foreign bank located outside the
foreign bank's home country are considered loans or deposits
with the country in which the foreign bank is headquartered.
Outstandings of a country do not include amounts of
principal or interest that are supported by written, legally
enforceable guarantees by guarantors from other countries or
the amount of outstandings to the extent that they are
secured by tangible, liquid collateral held and realizable
by BAC outside the country.
/b/ At December 31, 1995, total unfunded commitments of the
countries listed above, whose unfunded commitments exceeded
10 percent of their respective cross-border outstandings,
were as follows: Japan, $558 million; South Korea, $356
million; and Hong Kong, $334 million.
/c/ Included in the cross-border outstandings of the countries
listed are loans and other interest-bearing assets on
nonaccrual status at December 31, 1995, 1994, and 1993,
respectively; as follows: $17 million, $18 million, and
$16 million for Japan, $3 million, $3 million, and $6
million for Spain, $3 million, $2 million and $7 million for
Hong Kong. Also included in cross-border outstandings are
loans which are past due 90 days or more and still accruing
interest of $2 million and $1 million for Hong Kong at
December 31, 1995 and 1993, respectively.
/d/ No country excluded from this table had cross-border
outstandings between 0.75 percent and 1.00 percent of total
assets for any of the periods presented. However, not
included in cross-border outstandings with Mexico were par
bonds issued by the government of Mexico with a face value
of $1,341 million at December 31, 1995, 1994, and 1993. The
par bonds had a carrying value of $1,162 million, $1,109
million, and $1,297 million at December 31, 1995, 1994, and
1993, respectively. At December 31, 1995, the par bonds had
a total fair value of approximately $902 million. Due to the
first-quarter 1994 adoption of SFAS No. 115, certain of
these par bonds were recorded in available-for-sale
securities and carried at their fair value of $306 million
at December 31, 1995, while the remainder of these par bonds
were recorded in held-to-maturity securities at their
amortized cost. Principal repayment of these par bonds is
collateralized by zero-coupon U.S. Treasury securities that,
at maturity in 2008 and 2019, will have a redemption value
equal to the face value of the par bonds. At December 31,
1995, this collateral had a fair value of approximately $335
million. Future interest payments for a rolling eighteen-
month period are also collateralized by additional U.S.
dollar-denominated securities permitted by the agreement.
The details of the transaction in which the majority of
these par bonds were acquired were reported in the Parent's
Annual Report on Form 10-K for the year ended December 31,
1990. Mexico's cross-border outstandings also excluded
additional securities of $30 million, $30 million, and $45
million at December 31, 1995, 1994, and 1993, which were
fully collateralized at maturity by separate zero-coupon
U.S. Treasury securities. Had these par bonds and other
instruments been included, total cross-border outstandings
with Mexico would have exceeded 1.00 percent of total assets
for all periods presented.
/e/ Sector definitions are based on Federal Financial
Institutions Examination Council Instructions for preparing
the Country Exposure Report.
Additional information on cross-border outstandings,
information on countries currently experiencing liquidity
problems, and a discussion of the risks, including credit
risk, inherent in BAC's foreign operations are incorporated
by reference from pages 27 through 29, page 32, and Note 7
on pages 59 and 60 of the 1995 Annual Report to
Shareholders.
10
================================================================================
Off-Balance-Sheet Credit-Related Financial Instruments
=============================================================
Information on off-balance-sheet credit-related financial
instruments is incorporated by reference from page 27 and
pages 70 and 71 of Note 20 of the 1995 Annual Report to
Shareholders.
Nonperforming Assets
=============================================================
Information on nonperforming assets is incorporated by
reference from pages 35 through 38 of the 1995 Annual Report
to Shareholders.
Interest Income Foregone on Nonaccrual Assets
=============================================================
[Enlarge/Download Table]
Year Ended
(in millions) December 31, 1995
---------------------------------------------------------------------------------------------------------------
DOMESTIC
Interest income that would have been recognized had the assets performed in
accordance with their original terms $310
Less: Interest income included in the results of operations 85
---------------------------------------------------------------------------------------------------------------
Domestic interest income foregone 225
Foreign
Interest income that would have been recognized had the assets performed in
accordance with their original terms 28
Less: Interest income included in the results of operations 17
---------------------------------------------------------------------------------------------------------------
Foreign interest income foregone 11
---------------------------------------------------------------------------------------------------------------
$236
----------------------------------------------------------------------------------------------------------=====
Information on nonaccrual loan accounting policies and
interest income foregone on restructured loans is
incorporated by reference from page 32, page 53 of Note 1,
and Notes 7 and 8 on pages 59 through 61 of the 1995 Annual
Report to Shareholders.
Other Interest-Bearing Assets on Nonaccrual Status
=============================================================
Information on other interest-bearing assets on nonaccrual
status is incorporated by reference from pages 36 and 38 of
the 1995 Annual Report to Shareholders.
11
================================================================================
SUMMARY OF ANNUAL CREDIT LOSS EXPERIENCE
CREDIT LOSS ================================================================
EXPERIENCE Information on annual credit loss experience is
incorporated by reference from pages 33 through 35 of
the 1995 Annual Report to Shareholders.
ALLOWANCE FOR FOREIGN CREDIT LOSSES/a/
================================================================
[Enlarge/Download Table]
YEAR ENDED DECEMBER 31
------------------------------------------------------
(in millions) 1995 1994 1993 1992 1991
-------------------------------------------------------------------------------------------
BALANCE, BEGINNING OF YEAR $391 $322 $559 $808 $1,665
Credit losses 15 42 36 126 375
Credit loss recoveries 99 124 66 174 54
-------------------------------------------------------------------------------------------
Net credit (losses) recoveries 84 82 30 48 (321)
Provision for credit losses (54) - - 3 -
Losses on the sale or swap of loans
to restructuring countries - - (3) (72) (207)
Other net additions (deductions) 7 (13) (264)/ab/ (228)/a/ (329)/a/
-------------------------------------------------------------------------------------------
BALANCE, END OF YEAR $428 $391 $322 $559 $808
===========================================================================================
/a/ The allocations of the allowance for credit
losses and the provision for credit losses are
used to measure divisional profitability and are
based on management's judgment of potential
losses in the respective portfolios. This
allocation process resulted in reductions in the
allowance for foreign credit losses of $166
million, $212 million, and $327 million in 1993,
1992, and 1991, respectively. These reductions
primarily related to Latin America. While
management has allocated reserves to various
portfolio segments for purposes of this table,
the allowance is general in nature and is
available for the portfolio in its entirety.
/b/ Includes a $36 million addition related to the
consolidation of subsidiaries and operations
that were held for disposition at December 31,
1992 and a deduction of $128 million related to
the transfer of certain assets net of their
related allowance to other assets, of which $88
million was regulatory-related allocated
transfer risk reserve.
ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES
================================================
Information on the allocation of the allowance
for credit losses by loan type is incorporated
by reference from page 34 of the 1995 Annual
Report to Shareholders.
________________________________________________________________________________
DEPOSITS AVERAGE DEPOSIT BALANCES AND AVERAGE RATES
================================================
Average deposit balances, average rates, and
average foreign deposit liabilities are shown on
pages 4 and 5 of this report.
MATURITY DISTRIBUTION OF DOMESTIC TIME DEPOSITS
================================================
OF $100,000 OR MORE
===================
[Download Table]
DECEMBER 31, 1995
-----------------------------------------------
TIME CERTIFICATES OTHER TIME
OF DEPOSIT DEPOSITS
(in millions) OF $100,000 OR MORE OF $100,000 OR MORE
--------------------------------------------------------------------------------
TIME REMAINING UNTIL MATURITY
Three months or less $4,500 $185
After three months through six months 1,958 5
After six months through twelve months 1,404 3
After twelve months 2,462 78
--------------------------------------------------------------------------------
$10,324 $271
================================================================================
12
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RETURN ON EQUITY The ratio of average total equity to average total assets,
AND ASSETS the rates of return on average total assets and average
common and total equity, and the common dividend payout
ratios for the years ended December 31, 1995, 1994, and
1993 are incorporated by reference from page 16 of the 1995
Annual Report to Shareholders.
________________________________________________________________________________
[Enlarge/Download Table]
=============================================================================================================
SHORT-TERM DECEMBER 31 AVERAGE DURING YEAR
BORROWINGS ---------------------------- ----------------------------
MAXIMUM WEIGHTED WEIGHTED
OUTSTANDINGS AVERAGE AVERAGE
(DOLLAR AMOUNTS IN MILLIONS) DURING YEAR OUTSTANDINGS INTEREST RATE OUTSTANDINGS INTEREST RATE
---------------------------------------------------------------------------------------------------------------
1995
Federal funds purchased/a/ $ 5,160 $5,160 5.62% $2,222 5.89%
Securities sold under repurchase
agreements/a/ 10,730 6,383 6.69 9,110 6.38
Other short-term borrowings 10,800 7,627 6.88 9,301 6.77
---------------------------------------------------------------------------------------------------------------
1994
Federal funds purchased/a/ $ 3,283 $3,283 5.45% $ 611 4.48%
Securities sold under repurchase
agreements/a/ 8,026 5,505 5.90 6,455 5.44
Other short-term borrowings 5,796 5,053 6.58 4,231 6.50
---------------------------------------------------------------------------------------------------------------
1993
Federal funds purchased/a/ $ 1,763 $ 220 2.84% $ 570 2.78%
Securities sold under repurchase
agreements/a/ 4,361 4,229 4.95 2,837 5.58
Other short-term borrowings 3,581 3,523 6.66 3,088 6.52
==============================================================================================================
/a/ Federal funds purchased and securities sold under
repurchase agreements mature either overnight or weekly.
________________________________________________________________________________
COMPETITION BAC, both domestically and internationally, operates in
intensely competitive environments. Domestically, BAC's
competitors include other banks, financial institutions, and
nonbanking institutions, such as finance companies, leasing
companies, insurance companies, brokerage firms, and
investment banking firms. Internationally, BAC primarily
competes with major foreign banks, domestic banks with
international operations, other financial institutions, and
nonfinancial companies.
In recent years, increased competition has also developed from
predominantly specialized finance and nonfinance companies that
offer wholesale finance, credit card, and other consumer finance
services, including on-line banking services and personal finance
software. Competition for deposit and loan products remains
strong, from both banking and nonbanking firms, and affects the
rates of those products as well as the terms on which they are
offered to customers. Mergers between financial institutions have
placed additional pressure on banks within the industry to
streamline their operations, reduce expenses, and increase
revenues to remain competitive. In addition, competition is
expected to intensify due to recently enacted federal and state
interstate banking laws, which permit banking organizations to
expand geographically. Such laws will allow banks to merge with
other banks across state lines, thereby enabling BAC's competitors
to establish or expand banking operations in BAC's most
significant markets.
Technological innovation continues to contribute to greater
competition in domestic and international financial services
markets. Technological innovation has, for example, made it
possible for nondepository institutions to offer customers
automated transfer payment
13
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services that previously have been traditional banking
products. In addition, customers now expect a choice of
several delivery systems and channels, including telephone,
mail, home computer, ATMs, self-service branches, and
supermarket branches. In addition to other banks, the
sources of competition for such products include savings
associations, credit unions, brokerage firms, money market
and other mutual funds, asset management groups, finance and
insurance companies, and mortgage banking firms.
The competitive environment within the United States is
largely defined by federal and state legislation. Banking
laws have had a substantial impact on the structure and
competitive dynamics of financial services markets in the
United States since, among other things, they limit the
types of financial services that both domestic and foreign
banks can offer and the geographic boundaries within which
they can operate. (See "Supervision and Regulation" below.)
Economic factors, along with legislative and technological
changes, will have an ongoing impact on the competitive
environment within the financial services industry. As a
major and active participant in financial markets, BAC
strives to anticipate and adapt to these changing
competitive conditions, but there can be no assurance as to
their impact on BAC's future business or results of
operations.
________________________________________________________________________________
SUPERVISION The banking and financial services businesses in which BAC
AND REGULATION engages are highly regulated. Such regulation is intended,
among other things, to protect depositors covered by the
Federal Deposit Insurance Corporation ("FDIC") and the
banking system as a whole. The laws, regulations and
policies affecting such businesses are regularly under
review by Congress and state legislatures, and federal and
state regulatory agencies. Changes in the laws, regulations
or policies that impact BAC cannot necessarily be predicted,
but they may have a material effect on the business and
earnings of BAC.
Following is a summary of significant statutes, regulations,
and policies that apply to the operation of banking
institutions. This summary is qualified in its entirety by
reference to the full text of such statutes, regulations or
policies.
A. GENERAL
As a bank holding company, the Parent is subject to
regulation under the Bank Holding Company Act ("BHCA") of
1956, as amended, and is registered as such with, and
subject to examination by, the Board of Governors of the
Federal Reserve System ("FRB"). Pursuant to the BHCA, the
Parent is prohibited, with certain exceptions, from
acquiring direct or indirect ownership or control of more
than 5 percent of any class of voting shares of any
nonbanking corporation, and may not acquire more than 5
percent of the voting shares of any domestic bank without
the prior approval of the FRB. In addition, the Parent may
not engage in any business directly or through a nonbanking
subsidiary other than managing and controlling banks or
furnishing services that the FRB deems to be so closely
related to banking as "to be a proper incident thereto."
The Parent's subsidiaries are also subject to extensive
regulation, supervision, and examination by applicable
federal and state regulatory agencies. The Bank and other
national bank subsidiaries are primarily regulated by the
Office of the Comptroller of the Currency ("OCC"). The
state-chartered bank subsidiaries of the Parent are
primarily regulated by the FDIC and state banking
regulators, except for Bank of America Nevada and Bank of
America Illinois, which, as state bank members of the
Federal Reserve System, are primarily regulated by the FRB
and state banking regulators. FSB is subject to the
regulatory
14
================================================================================
authority of the Office of Thrift Supervision ("OTS") and
the FRB. Further, all domestic depository institution
subsidiaries of BAC that are insured institutions are
subject to the authority of the FDIC. The activities of the
Parent's broker-dealers, which include BA Securities, Inc.
and BA Futures, Inc., are subject to rules and regulations
promulgated by the Securities and Exchange Commission
("SEC"), the Commodity Futures Trading Commission,
securities industry self regulatory organizations (the New
York Stock Exchange, the National Association of Securities
Dealers, Inc., and the Municipal Securities Rulemaking
Board), the FRB, and various state securities commissions.
Other nonbank subsidiaries of the Parent are regulated under
applicable federal and/or state mortgage lending, insurance,
consumer, and other laws.
B. DIVIDEND RESTRICTIONS
The availability of dividends from the Parent's subsidiaries
is limited by various statutes and regulations. The National
Bank Act and other federal laws prohibit the payment of
dividends by a national bank under certain circumstances,
and limit the amount a national bank can pay without the
prior approval of the OCC. In addition, state-chartered
banking subsidiaries are subject to dividend limitations
imposed by applicable state and federal laws. FSB is subject
to OTS regulatory restrictions on its payment of dividends.
Specific information related to restrictions on funds
available to the Parent and its subsidiaries is incorporated
by Reference from Note 24 on pages 79 through 81 of the 1995
Annual Report to Shareholders.
C. REGULATORY CAPITAL STANDARDS AND RELATED MATTERS
As a result of the enactment of the Financial Institution
Reform, Recovery, and Enforcement Act of 1989 ("FIRREA"),
any insured depository institution owned by the Parent
(i.e., any bank subsidiary) can be assessed for losses
incurred by the FDIC in connection with assistance provided
to, or the failure of, any other depository institution
owned by the Parent. FIRREA also established, in part, new
regulations that raised capital requirements and standards.
The primary emphasis of the capital standards required by
FIRREA is to ensure that financial institutions have
sufficient capital to support the risk levels of their
assets and off-balance-sheet commitments. The risk-based
capital ratios and the leverage ratio, as required by
FIRREA, provide a means to measure financial institutions'
compliance with capital standards.
During 1991, Congress passed the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which
focused primarily on tightening the supervision of banks and
thrifts and recapitalizing the Bank Insurance Fund ("BIF").
Among other things, FDICIA requires federal bank regulatory
authorities to take "prompt corrective action" with respect
to inadequately capitalized banks. FDICIA established five
tiers of capital measurement ranging from "well capitalized"
to "critically undercapitalized." If a bank does not meet
any of the minimum capital requirements set by its
regulators, FDICIA requires certain responses, such as that
the bank submit a plan, guaranteed by its holding company,
to restore its capital to adequate levels. It is BAC's
policy to maintain risk-based capital ratios for both the
Parent and its domestic banking subsidiaries above the "well
capitalized" levels, and as of December 31, 1995, BAC and
all of its banking subsidiaries met the requirements of a
"well capitalized" institution.
BAC is also subject to the risk-based capital and leverage
guidelines of the FRB, which require that BAC's capital-to-
asset ratios meet certain minimum standards. For a detailed
discussion of the FRB guidelines and BAC's risk-based
capital and leverage ratios, refer to pages 44 and 45 of the
1995 Annual Report to Shareholders.
15
================================================================================
As deposits of BAC's subsidiary banks are insured by the
FDIC, such subsidiary banks are subject to FDIC insurance
assessments. The amount of FDIC assessments paid by
individual insured depository institutions is based on their
relative risk as measured by regulatory capital ratios and
certain other factors. Under this system, in establishing
the insurance premium assessment for each bank, the FDIC
takes into consideration the probability that it will incur
a loss with respect to that bank, and charges a higher
insurance premium to banks with perceived higher inherent
risks. The FDIC also considers the different categories and
concentrations of assets and liabilities of the institution,
the likely amount of such loss, the revenue needs of the
BIF, and any other factors the FDIC deems relevant.
Prior to September 15, 1995, assessment rates ranged from a
minimum of 23 cents per $100 of eligible deposits for the
highest-rated banks to 31 cents per $100 of eligible
deposits for the weakest-rated banks. In May 1995, the FDIC
achieved the ratio of BIF reserves to insured deposits of
BIF members of 1.25 percent as mandated by FDICIA. In June
1995, minimum assessment rates for the highest-rated banks
were reduced to 4 cents per $100 of eligible deposits, while
maximum assessment rates remained unchanged. In November
1995, the FDIC again reduced insurance premiums for most
banks. Under the new rate structure for the BIF, assessment
rates will be reduced by 4 cents per $100 of eligible
deposits as well, leaving a premium range of 0 to 27 cents
per $100 of eligible deposits (and subject to a minimum
assessment) instead of the previous 4 to 31 cents per $100
of eligible deposits.
D. KEY LEGISLATIVE AND REGULATORY DEVELOPMENTS
1. Interstate Banking and Securities Litigation Reform
The Riegle-Neal Interstate Banking and Branching Efficiency
Act (the "Act"), which was enacted in 1994, codifies the
authority of banks to provide specified interstate banking
services on an agency basis to customers of affiliate banks
as of September 1995. Also, under the Act, as of September
1995, bank holding companies may acquire banks in other
states, subject to certain deposit concentration
limitations. Beginning June 1, 1997 and subject to certain
deposit concentration and other limitations, banks may merge
with other banks in states that do not "opt out" of the
interstate legislation prior to June 1, 1997. Interstate
mergers may be conducted prior to June 1, 1997 in states
that specifically permit such mergers. In addition, prior to
June 1, 1997, certain consolidations are possible using the
"30-mile rule," which allows national banks to relocate
their headquarters up to 30 miles away, including across
state lines. The ability to merge with other banks across
state lines will enable BAC to continue to consolidate its
affiliate banking operations, if it so chooses, thereby
potentially reducing operating expenses, expanding customer
service, and enhancing overall operations of the business.
Currently, several states have already "opted in" to the
interstate legislation. However, Texas has "opted out."
In the securities area, Congress enacted the Private
Securities Litigation Reform Act of 1995, which may reduce
the exposure of banks and other companies to certain types
of legal claims by holders of securities, thus saving
litigation costs.
2. Pending Legislation and Regulation
During 1995, Congress considered reform of the Glass-
Steagall Act and the Bank Holding Company Act, which
restrict banks' and bank holding companies' ability to
engage in certain activities, including the underwriting of
and dealing in various securities. If such statutory reform
is enacted in the future, it could cause a significant
change in the makeup of the financial services industry and
expand the ability of BAC to offer a broader range of
financial products.
16
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Congress also is considering a comprehensive bank regulatory
relief package, which if enacted, could reduce the
regulatory burden and accompanying costs imposed on banks in
a variety of discrete regulatory areas.
Legislation was also proposed to restructure the BIF and the
Savings Association Insurance Fund ("SAIF"), which, if
enacted as proposed, could realign the deposit insurance
assessment costs for banks, particularly for Oakar banks
(banks who bought failed savings associations in prior years
pursuant to certain legal provisions), and could eliminate a
special charter for savings associations.
As noted above, it is impossible to predict whether or when
any such legislation and regulation might be enacted, and
there can be no assurance as to the impact of any such
legislation on BAC's future business or results of
operations.
3. Environmental Regulation
Since BAC is not involved with the manufacture or transport
of chemicals or toxins that might have an adverse effect on
the environment, its primary exposure to environmental law
and regulation is through its lending and trust activities.
BAC's lending and trust procedures include controls designed
to identify and monitor this exposure to avoid any
significant loss or liability related to environmental
regulations.
E. MONETARY AND ECONOMIC POLICIES
The operations of bank holding companies and their
subsidiaries are affected by the credit and monetary
policies of the FRB. An important function of the FRB is to
regulate the national supply of bank credit. Among the
instruments of monetary policy used by the FRB to implement
its objectives are open market operations in U.S. Government
securities, changes in the discount rate on bank borrowings,
and changes in reserve requirements on bank deposits. These
instruments of monetary policy are used in varying
combinations to influence the overall level of bank loans,
investments and deposits, the interest rates charged on
loans and paid for deposits, the price of the dollar in
foreign exchange markets, and the level of inflation. The
credit and monetary policies of the FRB have had a
significant effect on the operating results of BAC in the
past and are expected to continue to do so in the future.
________________________________________________________________________________
EMPLOYEES At December 31, 1995, the actual number of persons employed
by BAC was 95,288. On a full-time-equivalent basis, BAC's
staff level was 79,916 at December 31, 1995.
ITEM 3. LEGAL PROCEEDINGS
________________________________________________________________________________
Due to the nature of its business, BAC is subject to various
threatened or filed legal actions. Although the amount of
the ultimate exposure, if any, cannot be determined at this
time, BAC, based upon the advice of counsel, does not expect
the final outcome of threatened or filed suits to have a
material adverse effect on its financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
________________________________________________________________________________
None.
17
PART II
================================================================================
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
________________________________________________________________________________
Information on dividend restrictions, dividend payments, the
principal market for and trading price of the Parent's
common stock, and the number of holders of such stock is
incorporated by reference from pages 16, 17, and 43, Note 24
on pages 79 through 81, and Note 26 on page 83 of the 1995
Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
________________________________________________________________________________
Selected financial data is incorporated by reference from
pages 16 and 17 of the 1995 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
________________________________________________________________________________
Management's Discussion and Analysis of Financial Condition
and Results of Operations is incorporated by reference from
pages 16 through 45 of the 1995 Annual Report to
Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
________________________________________________________________________________
The Report of Independent Auditors, the consolidated
financial statements, and the notes to consolidated
financial statements are incorporated by reference from
pages 47 through 83 of the 1995 Annual Report to
Shareholders. See Item 14 of this report for information
concerning financial statements and schedules filed with
this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
________________________________________________________________________________
None.
18
PART III
================================================================================
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
________________________________________________________________________________
Reference is made to the text under the captions, "Executive
Compensation, Benefits and Related Matters" (excluding the
material under the headings "Report of Executive Personnel
and Compensation Committee" and "Shareholder Return
Performance Graph" therein) and "Item No. 1--Election of
Directors" in the Proxy Statement for the May 23, 1996
Annual Meeting of Shareholders of the Parent for
incorporation of information concerning directors and
persons nominated to become directors. Information
concerning executive officers of the Parent as of March 1,
1996 is set forth below.
[Download Table]
NAME AGE POSITION WITH REGISTRANT
Richard M. Rosenberg 65 Chairman of the Board
David A. Coulter 48 President and Chief Executive Officer
Michael E. O'Neill 49 Vice Chairman and Chief Financial Officer
Kathleen J. Burke 44 Vice Chairman and Personnel Relations Officer
Luke S. Helms 52 Vice Chairman
Jack L. Meyers 53 Vice Chairman
Michael J. Murray 51 Vice Chairman
Thomas E. Peterson 60 Vice Chairman
Michael E. Rossi 51 Vice Chairman
Martin A. Stein 55 Vice Chairman
RICHARD M. ROSENBERG relinquished his title as Chief
Executive Officer on December 31, 1995 and his title as
President on August 7, 1995. He was previously appointed
Chairman and Chief Executive Officer of the Parent and the
Bank on May 24, 1990, in addition to his title as President.
He was appointed President of the Parent and the Bank on
February 5, 1990. On April 22, 1992, Mr. Rosenberg
relinquished his title as President, but was reappointed
President on October 5, 1992.
DAVID A. COULTER was appointed Chief Executive Officer of
the Parent and the Bank on January 1, 1996, in addition to
his title as President. He was appointed to the Board of
Directors of the Parent and the Bank on October 2, 1995. He
was appointed President of the Parent and the Bank on August
7, 1995. Previously he was Vice Chairman of the Parent and
the Bank from February 1993 to August 1995. He was appointed
Group Executive Vice President of the Bank on April 27,
1992. He was Executive Vice President of the Bank and head
of the Bank's U.S. Corporate Group from 1990 to 1992.
19
================================================================================
KATHLEEN J. BURKE was appointed Vice Chairman of the Parent
and the Bank on March 14, 1994, in addition to her title as
Personnel Relations Officer of the Parent. She was appointed
Executive Vice President and Personnel Relations Officer of
the Parent and Executive Vice President of the Bank on April
22, 1992 and Group Executive Vice President of the Bank on
April 27, 1992. Previously, she was Executive Vice President
and Director of Human Resources of Security Pacific
Corporation and its principal subsidiary, Security Pacific
National Bank from 1989 to 1992.
LUKE S. HELMS was appointed Vice Chairman of the Parent and
the Bank on August 2, 1993. Previously, he was Chairman and
Chief Executive Officer of Seafirst Corporation and SFNB
from 1990 to 1993.
JACK L. MEYERS was appointed Vice Chairman of the Parent and
the Bank on October 4, 1993. He was appointed Chief Credit
Officer of the Bank on September 3, 1993. He was Group
Executive Vice President responsible for the Bank's
Commercial Business Group from 1991 to 1993.
MICHAEL J. MURRAY was appointed Vice Chairman of the Parent
and the Bank on October 2, 1995. Previously, he was Group
Executive Vice President responsible for the Bank's U.S.
Corporate Group from September 1994 to September 1995. From
1993 to 1994, Mr. Murrary served as Vice Chairman of
Continental. Previously, he was Executive Vice President and
head of Corporate Banking for Continental from 1991 to 1993.
MICHAEL E. O'NEILL was appointed Vice Chairman and Chief
Financial Officer of the Parent and the Bank on December 4,
1995. Previously, he was Group Executive Vice President of
the Bank and head of the Global Equity Investments Group
from September 1994 to November 1995. From 1993 to 1994, Mr.
O'Neill served as Chief Financial Officer of Continental.
Previously, he was Chief of Staff of Capital Markets
Investments and Trading for Continental from 1990 to 1993.
THOMAS E. PETERSON was appointed Vice Chairman of the Parent
and the Bank on February 5, 1990. Previously, he was
Executive Vice President of the Bank and head of Retail
Banking from 1987 to 1990.
MICHAEL E. ROSSI was appointed Vice Chairman of the Parent
and the Bank on October 7, 1991. He was appointed Executive
Vice President of the Parent on December 3, 1990, when he
was also designated as the head of Credit Policy for the
Bank.
MARTIN A. STEIN was appointed Vice Chairman of the Parent
and the Bank on April 27, 1992. He was appointed Executive
Vice President of the Parent and the Bank on June 25, 1990.
At the same time, he was appointed head of the BankAmerica
Systems Engineering Group of the Bank.
The present term of office for the officers named above will
expire on May 23, 1996 or on their earlier retirement,
resignation, or removal. There is no family relationship
among any such officers.
20
================================================================================
ITEM 11. EXECUTIVE COMPENSATION
________________________________________________________________________________
Information concerning executive compensation is
incorporated by reference from the text under the captions,
"Corporate Governance-Director Remuneration, Stock Ownership
Guidelines, Retirement and Attendance" and "Executive
Compensation, Benefits and Related Matters" (excluding the
material under the headings "Report of the Executive
Personnel and Compensation Committee" and "Shareholder
Return Performance Graph" therein) in the Proxy Statement
for the May 23, 1996 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
________________________________________________________________________________
Information concerning ownership of equity stock of the
Parent by certain beneficial owners and management is
incorporated by reference from the text under the caption,
"Security Ownership of Certain Beneficial Owners" in the
Proxy Statement for the May 23, 1996 Annual Meeting of
Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
________________________________________________________________________________
Information concerning certain relationships and related
transactions with officers and directors is incorporated by
reference from the text under the caption, "Executive
Compensation, Benefits and Related Matters" (excluding the
material under the headings "Report of the Executive
Personnel and Compensation Committee" and "Shareholder
Return Performance Graph" therein) in the Proxy Statement
for the May 23, 1996 Annual Meeting of Shareholders.
21
PART IV
================================================================================
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
________________________________________________________________________________
(A)(1) FINANCIAL The report of independent auditors and the following
STATEMENTS consolidated financial statements of BAC are incorporated
herein by reference from the 1995 Annual Report to
Shareholders. Page number references are to the 1995 Annual
Report to Shareholders.
[Enlarge/Download Table]
PAGE
BankAmerica Corporation:
Report of Independent Auditors.................................................................. 47
Consolidated Statement of Operations--
Years Ended December 31, 1995, 1994, and 1993................................................ 48
Consolidated Balance Sheet--December 31, 1995 and 1994.......................................... 49
Consolidated Statement of Cash Flows--Years Ended December 31, 1995,
1994, and 1993............................................................................... 50
Consolidated Statement of Changes in Stockholders' Equity--
Years Ended December 31, 1995, 1994, and 1993................................................ 51
Notes to Consolidated Financial Statements...................................................... 52
________________________________________________________________________________
(A)(2) FINANCIAL Schedules to the consolidated financial statements (Nos. I
STATEMENT and II of Rule 9-07) for which provision is made in the
SCHEDULES applicable accounting regulation of the Securities and
Exchange Commission (Regulation S-X) are inapplicable and
therefore, are not included.
Financial statements and summarized financial information of
unconsolidated subsidiaries or 50% or less owned persons
accounted for by the equity method are not included as such
subsidiaries do not, either individually or in the
aggregate, constitute a significant subsidiary.
________________________________________________________________________________
(A)(3) EXHIBITS
[Enlarge/Download Table]
Incorporated by Reference From File
No. 1-7377:
-----------------------------------
Report on Form
--------------------------
10-Q or 10-K
Filed 8-K for the Period Exhibit
No. Description Herewith Dated Ending No.
-----------------------------------------------------------------------------------------------------------------
3.a. BankAmerica Corporation Certificate of
Incorporation, as amended. Exhibit 3(a) for the
Parent's Form 8-A Amendment No. 1, filed August 25,
1994 (File No. 33-55225) incorporated herein by reference.
3.b. BankAmerica Corporation By-laws, as amended. 6/30/95 3(b)
22
================================================================================
[Enlarge/Download Table]
Incorporated by Reference From File
No. 1-7377:
-----------------------------------
Report on Form
------------------------
10-Q or 10-K
Filed 8-K for the Period Exhibit
No. Description Herewith Dated Ending No.
----------------------------------------------------------------------------------------------------------
4.a. The Parent and certain of its consolidated
subsidiaries have outstanding certain long-term
debt. See Notes 11 and 12 on pages 62 and 63
of the 1995 Annual Report to Shareholders.
None of such debt exceeds 10% of the total
assets of the Corporation; therefore, copies of
constituent instruments defining the rights of
holders of such debt are not included as
exhibits. The Parent agrees to furnish
copies of such instruments to the Securities
and Exchange Commission upon request.
4.b. Rights Agreement dated as of April 11, 1988, 12/31/94 4(b)
between the Parent and Manufacturers Hanover
Trust Company of California, as Rights Agent, as
amended.
10.a. BankAmerica Corporation Retirement Plan for X 9/30/94 10
Nonofficer Directors, as amended. Filed herewith
is an amendment to the plan./a/
10.b. BankAmerica Corporation Deferred 12/31/92 10(b)
Compensation Plan for Directors, 3/31/93 10
as amended./a/ 9/30/95 10(f)
10.c. BankAmerica Corporation Deferred Compensation 12/31/93 10(c)
Plan./a/
10.d. BankAmerica Corporation Senior Management X 12/31/93 10(d)
Incentive Plan (formerly the "Annual Management
Incentive Plan")./a/ Filed herewith is an amendment
to the plan.
10.e. Supplemental CareerAccounts Plan./a/ 3/31/92 10(a)
10.f. BankAmerica Corporation Executive Compensation 12/31/94 10(f)
Program - Benefits/Perquisites Summary./a/
10.g. BankAmerica Corporation 1987 Management Stock 9/30/95 10(b)
Plan, as amended./a/
10.h. Management Incentive Stock Plan, as amended./a/ 9/30/95 10(c)
10.i. 1992 Management Stock Plan, as amended./a/ X 9/30/95 10(a)
Filed herewith is an amendment to the plan.
10.j. BankAmerica Corporation 1991 Stock Appreciation 6/30/92 10(a)
Rights Plan./a/
10.k. Employment Agreement dated April 30, 1987 12/31/92 10(k)
between R.M. Rosenberg and the Parent and the
Bank, and Supplemental Benefits Agreement dated
as of November 21, 1985 between R.M. Rosenberg
and Seafirst Corporation and SFNB./a/
10.l. Supplemental Benefits Agreement dated X
July 9, 1990 and December 6, 1990 between
M.A. Stein and the Parent./a/
----------------------
/a/Management contract or compensatory plan, contract, or
arrangement.
23
[Enlarge/Download Table]
Incorporated by Reference From File
No. 1-7377:
-----------------------------------
Report on Form
------------------------
10-Q or 10-K
Filed 8-K for the Period Exhibit
No. Description Herewith Dated Ending No.
----------------------------------------------------------------------------------------------------------
10.m. Security Pacific Corporation Stock-Based Incentive 9/30/95 10(d)
Award Plan, as amended./a/
10.n. Security Pacific Corporation Stock Option 9/30/95 10(e)
Plan, as amended./a/
10.o. Change in Control Severance Pay Program./a/ X
10.p. General Release and Settlement Agreement X
dated December 1 and 4, 1995 between
L. W. Coleman and the Parent.
11. Computation of Earnings Per Common Share. X
12.a. Ratios of Earnings to Fixed Charges and Ratios of X
Earnings to Combined Fixed Charges and Preferred
Stock Dividends.
12.b. Historical and Pro Forma Combined Ratios of X
Earnings to Fixed Charges and Ratios of Earnings
to Combined Fixed Charges and Preferred Stock
Dividends.
13. 1995 Annual Report to Shareholders. Portions not X
incorporated by reference are furnished for
informational purposes and are not filed herewith.
21. BankAmerica Corporation Subsidiaries. X
23. Consent of Ernst & Young LLP. X
24. Powers of Attorney. X
27. Financial Data Schedule. X
----------------------
/a/Management contract or compensatory plan, contract, or
arrangement.
________________________________________________________________________________
(B)REPORTS ON During the fourth quarter of 1995, the Parent filed reports
FORM 8-K on Form 8-K dated October 2, 1995, October 18, 1995 and
November 14, 1995. The October 2, 1995 report filed,
pursuant to Items 5 and 7 of the report, a copy of the
Parent's press release titled "BankAmerica Board Increases
Preferred Stock Repurchase Authorization to $750 Million
from $500 Million." The October 18, 1995 report filed,
pursuant to Items 5 and 7 of the report, a copy of the
Parent's press release titled "BankAmerica Third Quarter
Earnings." The November 14, 1995 report disclosed, pursuant
to Item 5 of the report, the resignation of an individual as
a member of the Parent's board of directors and as one of
its executive officers. After the fourth quarter of 1995,
the Parent filed reports on Form 8-K dated January 17, 1996,
February 5, 1996, and March 4, 1996. The January 17, 1996
report filed, pursuant to Items 5 and 7 of the report, a
copy of the Parent's press release titled "BankAmerica
Fourth Quarter Earnings." The February 5, 1996 report
disclosed, pursuant to Item 5 of the report, the Parent
board of directors' decision to increase the quarterly
dividend on its common stock. The March 4, 1996 report
filed, pursuant to Items 5 and 7 of the report, a copy of
the Parent's press release titled "BankAmerica Increases
Stock Repurchase Program."
24
SIGNATURES
================================================================================
Pursuant to the requirements of Section 13 or 15(d) 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.
March 15, 1996 BANKAMERICA CORPORATION
By /s/ JAMES H. WILLIAMS
------------------------
(James H. Williams,
Executive Vice President
and Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
and on the dates indicated.
[Download Table]
Signature Title
Principal Executive Officer
and Director:
/s/ RICHARD M. ROSENBERG Chairman of the Board
--------------------------------
(Richard M. Rosenberg)
Principal Executive Officer
and Director:
/s/ DAVID A. COULTER President and Chief Executive
-------------------------------- Officer
(David A. Coulter)
Principal Financial Officer:
/s/ MICHAEL E. O'NEILL Vice Chairman and Chief
-------------------------------- Financial Officer
(Michael E. O'Neill)
Principal Accounting Officer:
/s/ JAMES H. WILLIAMS Executive Vice President
-------------------------------- and Chief Accounting Officer
(James H. Williams)
[Download Table]
Directors:
JOSEPH F. ALIBRANDI* Director DONALD E. GUINN* Director
JILL E. BARAD* Director PHILIP M. HAWLEY* Director
PETER B. BEDFORD* Director FRANK L. HOPE, JR.* Director
ANDREW F. BRIMMER* Director IGNACIO E. LOZANO, JR.* Director
RICHARD A. CLARKE* Director WALTER E. MASSEY* Director
TIMM F. CRULL* Director JOHN M. RICHMAN* Director
KATHLEEN FELDSTEIN* Director A. MICHAEL SPENCE* Director
A majority of the members of the Board of Directors.
*By /s/ CHERYL SOROKIN
-----------------------------------
(Cheryl Sorokin, Attorney-in-Fact)
Dated: March 15, 1996
25
Other information about BankAmerica
Corporation may be found in its quarterly
Analytical Review and Form 10-Q and its
Annual Report to Shareholders. These
reports, as well as additional copies of this
Form 10-K, may be obtained from:
Bank of America
Corporate Public Relations #13124
P.O. Box 37000
San Francisco, CA 94137
Information Online -- To keep current
online via the Internet, visit
BankAmerica Corporation's home page on
the World Wide Web (http://www.bankamerica.com)
to view the latest information about
the corporation and its products and services,
or apply for a loan or credit card. Corporate
disclosure documents filed with the Securities
and Exchange Commission by BankAmerica Corporation
and other companies can be obtained from the
Securities and Exchange Commission's home page on
the World Wide Web (http://www.sec.gov.)
[LOGO OF BANKAMERICA APPEARS HERE]
________________________________________________________________________________
[LOGO OF RECYCLED
NL-9 2-96 PAPER APPEARS HERE]
================================================================================
EXHIBIT INDEX
[Enlarge/Download Table]
Incorporated by Reference From File
No. 1-7377:
-----------------------------------
Report on Form
------------------------
10-Q or 10-K
Filed 8-K for the Period Exhibit
No. Description Herewith Dated Ending No.
----------------------------------------------------------------------------------------------------------
3.a. BankAmerica Corporation Certificate of
Incorporation, as amended, Exhibit 3(a) for
the Parent's Form 8-A Amendment No. 1, filed
August 25, 1994 (File No. 33-55225)
incorporated herein by reference.
3.b. BankAmerica Corporation By-laws, as amended. 6/30/95 3(b)
4.a. The Parent and certain of its consolidated
subsidiaries have outstanding certain long-term
debt. See Notes 11 and 12 on pages 62 and 63
of the 1995 Annual Report to Shareholders.
None of such debt exceeds 10% of the total
assets of the Corporation; therefore, copies of
constituent instruments defining the rights of
holders of such debt are not included as
exhibits. The Parent agrees to furnish
copies of such instruments to the Securities
and Exchange Commission upon request.
4.b. Rights Agreement dated as of April 11, 1988, 12/31/94 4(b)
between the Parent and Manufacturers Hanover
Trust Company of California, as Rights Agent, as
amended.
10.a. BankAmerica Corporation Retirement Plan for X 9/30/94 10
Nonofficer Directors, as amended. Filed herewith
is an amendment to the plan./a/
10.b. BankAmerica Corporation Deferred 12/31/92 10(b)
Compensation Plan for Directors, 3/31/93 10
as amended./a/ 9/30/95 10(f)
10.c. BankAmerica Corporation Deferred Compensation 12/31/93 10(c)
Plan./a/
10.d. BankAmerica Corporation Senior Management X 12/31/93 10(d)
Incentive Plan (formerly the "Annual Management
Incentive Plan")./a/ Filed herewith is an amendment
to the plan.
10.e. Supplemental CareerAccounts Plan./a/ 3/31/92 10(a)
10.f. BankAmerica Corporation Executive Compensation 12/31/94 10(f)
Program - Benefits/Perquisites Summary./a/
10.g. BankAmerica Corporation 1987 Management Stock 9/30/95 10(b)
Plan, as amended./a/
10.h. Management Incentive Stock Plan, as amended./a/ 9/30/95 10(c)
10.i. 1992 Management Stock Plan, as amended./a/ X 9/30/95 10(a)
Filed herewith is an amendment to the plan.
10.j. BankAmerica Corporation 1991 Stock Appreciation 6/30/92 10(a)
Rights Plan./a/
10.k. Employment Agreement dated April 30, 1987 12/31/92 10(k)
between R.M. Rosenberg and the Parent and the
Bank, and Supplemental Benefits Agreement dated
as of November 21, 1985 between R.M. Rosenberg
and Seafirst Corporation and SFNB./a/
10.l. Supplemental Benefits Agreement dated July 9, 1990 X
and December 6, 1990 between M.A. Stein and the Parent./a/
----------------------
/a/Management contract or compensatory plan, contract, or
arrangement.
[Enlarge/Download Table]
Incorporated by Reference From File
No. 1-7377:
-----------------------------------
Report on Form
------------------------
10-Q or 10-K
Filed 8-K for the Period Exhibit
No. Description Herewith Dated Ending No.
----------------------------------------------------------------------------------------------------------
10.m. Security Pacific Corporation Stock-Based Incentive 9/30/95 10(d)
Award Plan, as amended./a/
10.n. Security Pacific Corporation Stock Option 9/30/95 10(e)
Plan, as amended./a/
10.o. Change in Control Severance Pay Program./a/ X
10.p. General Release and Settlement Agreement X
dated December 1 and 4, 1995 between
L. W. Coleman and the Parent.
11. Computation of Earnings Per Common Share. X
12.a. Ratios of Earnings to Fixed Charges and Ratios of X
Earnings to Combined Fixed Charges and Preferred
Stock Dividends.
12.b. Historical and Pro Forma Combined Ratios of X
Earnings to Fixed Charges and Ratios of Earnings
to Combined Fixed Charges and Preferred Stock
Dividends.
13. 1995 Annual Report to Shareholders. Portions not X
incorporated by reference are furnished for
informational purposes and are not filed herewith.
21. BankAmerica Corporation Subsidiaries. X
23. Consent of Ernst & Young LLP. X
24. Powers of Attorney. X
27. Financial Data Schedule. X
----------------------
/a/Management contract or compensatory plan, contract, or
arrangement.
Dates Referenced Herein and Documents Incorporated by Reference
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