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 199K
2: EX-4.B Rights Agreement 92 224K
3: EX-10.F Executive Compensation Program 4 19K
4: EX-10.I Amendment to Management Stock Plan 5 11K
5: EX-11 Computation of Earnings Per Share 2± 10K
6: EX-12.A Ratio of Earnings 3 16K
7: EX-12.B Combined Ratios of Earnings 2 12K
8: EX-13 1994 Bankamerica Corp. Annual Report to S/H 126± 565K
9: EX-21 Bankamerica Corporation Subsidiaries 13 61K
10: EX-23 Consent of Independent Auditors 1 12K
11: EX-24 Powers of Attorney 19 26K
12: 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, 1994
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 I.R.S. Employer I.D. No:
Delaware. executive offices: 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 6 1/2% Cumulative Convertible Depositary Shares Each Representing a
Stock, Series A Preferred Stock, Series G One-Twentieth Interest in a Share of:
Cumulative Adjustable Preferred 9% Cumulative Preferred Stock, 11% Preferred Stock, Series I
Stock, Series B Series H 11% Preferred Stock, Series J
Adjustable Rate Preferred Stock, 8 3/8% Cumulative Preferred Stock, 8.16% Cumulative Preferred Stock
Series 1 Series K Series L
9 5/8% Cumulative Preferred Stock, Floating Rate Subordinated Capital 7 7/8% Cumulative Preferred Stock,
Series F Notes Due August 15, 1996 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, 1995, was in excess of $15.9
billion.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 1995.
Common Stock, $1.5625 par value ------371,225,347 shares
outstanding on January 31, 1995.*
*In addition, 751,967 shares were held in treasury.
Documents incorporated by reference and parts of Form 10-K into
which incorporated:
[Enlarge/Download Table]
Portions of the Annual Report to Shareholders for the Year Ended December 31, 1994 Parts I, II, & IV
Portions of the Proxy Statement for the May 25, 1995 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
_________________________________________________________________________________________________________________________________
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
_________________________________________________________________________________________________________________________________
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
_________________________________________________________________________________________________________________________________
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K................. 22
_________________________________________________________________________________________________________________________________
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, 1994, BankAmerica Corporation and consolidated
subsidiaries (BAC) was the second largest bank holding
company in the United States, based on total assets of
$215.5 billion.
On August 31, 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. In addition, during 1994,
BAC acquired United Mortgage Holding Company in Minnesota
and the Virginia processing operations of Margaretten
Mortgage. On February 1, 1995, BAC completed the acquisition
of Arbor National Holdings, Inc., based in New York.
Additional information related to the Continental merger,
the 1992 Security Pacific Corporation (SPC) merger, and
BAC's other acquisitions is incorporated by reference from
page 18 and Notes 2 through 4 on pages 56 through 59 of the
1994 Annual Report to Shareholders.
The Parent's largest subsidiaries, based on total assets at
year-end 1994, are Bank of America NT&SA (the Bank),
Seafirst Corporation (Seafirst), and Bank of America
Illinois. 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. Seafirst, the
largest bank holding company in Washington State based on
total assets at December 31, 1994, was acquired by the
Parent in 1983. Seafirst's principal banking subsidiary,
Seattle-First National Bank (Seattle-First), has a major
presence in the consumer and commercial banking sectors of
the Pacific Northwest. Bank of America Illinois,
headquartered in Chicago, provides corporate, middle market,
and private banking services.
As a result of the April 22, 1992 SPC merger, and various
acquisitions made during the years 1989 through 1993, the
Parent's subsidiaries also include Bank of America Arizona,
Bank of America Nevada, and Bank of America Oregon, all of
which have state charters; Bank of America Alaska N.A., Bank
of America Idaho, 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, as a result of the SPC merger, the Parent
acquired a commercial bank, now known as Bank of America
National Association, which holds a national charter and
offers credit card services, primarily to individuals,
throughout the United States.
2
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OPERATIONS
============================================================
BAC, through its banking and other subsidiaries, provides
banking and financial services throughout the United States
and in selected international markets to consumers and
business customers, including corporations, governments, and
other institutions.
Consumer banking products and services provided by BAC
consist primarily of retail deposit services, residential
first mortgages, credit card products, manufactured housing
financing, and other consumer finance products. Consumer
banking operations serve the largest customer base of any
bank in the western United States - approximately 10 million
households in 1994. In the ten western states in which BAC
operates, it offers the largest full-service branch network-
nearly 2,000 branches. In addition, BAC's proprietary
network of more than 5,500 ATMs is by far the nation's
largest. In California, BAC's most significant market, the
Bank operated 975 branches at December 31, 1994. Seattle-
First, the major operating unit of Seafirst, had
approximately 270 branches at December 31, 1994.
BAC is also a global financial intermediary, providing
credit, trade finance, cash management, investment banking
and capital-raising services, capital markets products, and
financial advisory services to large domestic and foreign
institutions throughout the U.S. and overseas.
A 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, since
the Continental merger, in the midwest.
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.
Furthermore, BAC provides private banking and investment
services to customers worldwide, including personal trust
and a broad range of investment 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
8 through 17, pages 19 through 21, and Note 25 on page 83 of
the 1994 Annual Report to Shareholders.
PROPERTIES
============================================================
BAC's principal offices are located at 555 California Street
in San Francisco, California.
Seafirst's principal offices are located at 701 Fifth Avenue
in Seattle, Washington.
Bank of America Illinois' principal offices are located at
231 South LaSalle Street in Chicago, Illinois.
At December 31, 1994, 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
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AVERAGE BALANCES, INTEREST, AND AVERAGE RATES
================================================================================
[Enlarge/Download Table]
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/
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ASSETS
Interest-bearing deposits in banks $ 4,912 $ 325 6.62 % $ 2,642/c/ $ 194 7.36 %
Federal funds sold 1,318 55 4.13 1,131 35 3.12
Securities purchased under resale agreements 6,378 351 5.51 3,903 174 4.46
Trading account assets 6,713 476 7.09 6,341 375 5.91
Available-for-sale securities/d/ 9,675/c/ 593 6.13 4,118 280 6.79
Held-to-maturity securities/d/ 10,805/c/ 794 7.35 15,759 1,123 7.13
Domestic loans:
Consumer--residential first mortgages 32,012 1,913 5.97 29,548 1,858 6.29
Consumer--credit card 7,280 1,139 15.65 7,499 1,220 16.26
Other consumer 25,043 2,226 8.89 24,659 2,230 9.04
Commercial and industrial 23,643 1,665 7.04 20,580 1,301 6.32
Commercial loans secured by real estate 9,407 757 8.04 9,707 729 7.51
Construction & development loans secured by real estate 3,948 307 7.78 5,718 295 5.17
Financial institutions 2,142 108 5.06 1,948 68 3.48
Agricultural 1,641 129 7.87 1,605 122 7.62
Lease financing 1,675 129 7.70 1,773 219 12.36
Loans for purchasing or carrying securities 1,814 92 5.06 1,447 59 4.05
Other 1,244 76 6.10 1,099 55 5.03
-------- ------- -------- -------
Total domestic loans 109,849 8,541 7.77 105,583 8,156 7.73
Foreign loans 18,572 1,273 6.86 19,531 1,312 6.72
-------- ------- -------- -------
Total loans/c/ 128,421 9,814 7.64 125,114 9,468 7.57
-------- ------- -------- -------
Total earning assets 168,222 $12,408 7.38 159,008 $11,649 7.32
======= =======
Nonearning assets 37,366 30,144
Less: Allowance for credit losses 3,520 3,826
-------- --------
TOTAL ASSETS/e/ $202,068 $185,326
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Domestic interest-bearing deposits:
Transaction $ 13,761 $ 160 1.16 % $ 13,469 $ 181 1.34 %
Savings 14,427 294 2.04 13,977 312 2.23
Money market 32,625 818 2.51 34,182 851 2.49
Time 28,259 864 3.06 30,939 772 2.50
-------- ------- -------- ------
Total domestic interest-bearing deposits 89,072 2,136 2.40 92,567 2,116 2.29
Foreign interest-bearing deposits/f/:
Banks located in foreign countries 6,771 421 6.23 3,346 230 6.88
Governments and official institutions 4,646 217 4.67 1,927 78 4.08
Time, savings, and other 11,371 563 4.95 10,276 547 5.32
-------- ------- -------- -----
Total foreign interest-bearing deposits 22,788 1,201 5.27 15,549 855 5.50
-------- ------- -------- -----
Total interest-bearing deposits 111,860 3,337 2.98 108,116 2,971 2.75
Federal funds purchased 611 27 4.48 570 16 2.78
Securities sold under repurchase agreements 6,455 351 5.44 2,837 158 5.58
Other short-term borrowings 4,231 275 6.50 3,088 201 6.52
Long-term debt 13,920 810 5.82 14,090 727 5.16
Subordinated capital notes 606 42 6.84 1,499 113 7.52
-------- ------- -------- -------
Total interest-bearing liabilities 137,683 $ 4,842 3.52 130,200 $ 4,186 3.22
======= =======
Domestic noninterest-bearing deposits 31,938 30,688
Foreign noninterest-bearing deposits 1,498 1,425
Other noninterest-bearing liabilities 13,258 6,728
-------- --------
Total liabilities/e/ 184,377 169,041
Stockholders' equity 17,691 16,285
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $202,068 $185,326
======== ========
Interest income as a percentage of average earning assets 7.38 % 7.32 %
Interest expense as a percentage of average earning assets (2.88) (2.63)
---- ----
NET INTEREST MARGIN 4.50 % 4.69 %
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/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 1994 and 1993, and 34 percent for 1992.
/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/ The percentage of average total assets attributable to foreign operations
for the years ended December 31, 1994, 1993, and 1992 were 18 percent, 16
percent, and 16 percent, respectively. The percentage of average total
liabilities attributable to foreign operations for the same periods were 18
percent, 15 percent, and 16 percent, respectively.
/f/ Primarily consists of time certificates of deposit in denominations of
$100,000 or more.
4
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[Download Table]
Year Ended December 31, 1992 Fourth Quarter 1994
---------------------------------- ---------------------------------
Balance/a/ Interest/b/ Rate/b/ Balance/a/ Interest/b/ Rate/b/
---------------------------------- ---------------------------------
$ 4,055/c/ $ 283 6.97 % $ 5,860 $ 108 7.33 %
1,617 61 3.76 837 11 5.21
4,400 163 3.70 6,956 106 6.05
4,234 300 7.08 6,770 125 7.31
1,401 123 8.79 10,393/c/ 182 6.96
11,092 972 8.76 8,427/c/ 156 7.40
25,577 1,975 7.72 33,400 523 6.27
7,963 1,329 16.70 7,602 289 15.22
23,149 2,273 9.82 26,089 596 9.07
19,640 1,227 6.25 28,523 576 8.02
8,735 697 7.98 10,018 212 8.46
6,700 349 5.21 3,857 85 8.69
1,821 70 3.85 2,761 37 5.32
1,554 121 7.81 1,668 36 8.61
1,669 240 14.40 1,724 26 6.03
1,049 46 4.38 1,590 26 6.47
830 42 5.10 1,355 21 6.15
-------- ------- -------- -------
98,687 8,369 8.48 118,587 2,427 8.15
17,492 1,364 7.80 19,989 371 7.35
-------- ------- -------- -------
116,179 9,733 8.38 138,576 2,798 8.03
-------- ------- ------- -------
142,978 $11,635 8.13 177,819 $ 3,486 7.80
26,638 ======= 40,478 =======
3,764 3,648
-------- --------
$165,852 $214,649
======== ========
$ 11,368 $ 222 1.95 % $ 13,674 $ 40 1.17 %
13,454 399 2.96 14,190 74 2.06
27,504 896 3.26 32,050 215 2.67
31,925 1,209 3.79 31,411 310 3.92
-------- ------- -------- ------
84,251 2,726 3.24 91,325 639 2.78
3,440 269 7.83 8,737 138 6.26
1,931 94 4.86 5,183 69 5.28
10,173 680 6.68 12,313 173 5.58
-------- ------- -------- ------
15,544 1,043 6.71 26,233 380 5.75
-------- ------- -------- ------
99,795 3,769 3.78 117,558 1,019 3.44
626 20 3.24 1,168 15 5.22
2,015 108 5.35 6,623 93 5.55
3,913 270 6.90 5,094 84 6.53
10,158 614 6.04 14,769 245 6.56
1,836 114 6.22 605 11 7.08
-------- ------- -------- -------
118,343 $ 4,895 4.14 145,817 $ 1,467 3.99
26,029 ======= 33,930 =======
1,521 1,634
7,360 14,286
-------- --------
153,253 195,667
12,599 18,982
-------- --------
$165,852 $214,649
======== ========
8.13 % 7.80 %
(3.42) (3.27)
----- -----
4.71 % 4.53 %
===== =====
Fourth Quarter 1993
-------------------------------------
Balance/a/ Interest/b/ Rate/b/
-------------------------------------
$ 3,142/c/ $ 54 6.82%
878 6 3.09
4,830 54 4.42
7,296 103 5.57
3,388 62 7.30
16,368 273 6.65
30,515 456 5.98
7,227 292 16.16
24,084 532 8.77
20,197 348 6.84
9,317 178 7.62
4,874 74 5.98
2,266 20 3.56
1,572 32 7.93
1,737 44 10.08
2,266 22 3.84
1,178 14 4.83
-------- -------
105,233 2,012 7.61
19,998 318 6.31
-------- -------
125,231 2,330 7.41
-------- -------
161,133 $ 2,882 7.12
29,263 =======
3,690
--------
$186,706
========
$ 13,684 $ 40 1.16%
14,130 72 2.04
34,007 203 2.37
28,349 185 2.59
-------- ------
90,170 500 2.20
4,130 67 6.40
2,568 26 4.02
10,343 122 4.70
-------- ------
17,041 215 5.01
-------- ------
107,211 715 2.65
511 4 2.81
3,548 46 5.15
3,538 56 6.30
13,871 177 5.04
817 13 6.22
-------- -------
129,496 $ 1,011 3.10
32,283 =======
1,473
6,602
--------
169,854
16,852
--------
$186,706
========
7.12%
(2.49)
-----
4.63%
=====
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5
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NET INTEREST INCOME ANALYSIS
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[Enlarge/Download Table]
YEAR ENDED DECEMBER 31, 1994 OVER 1993 YEAR ENDED DECEMBER 31, 1993 OVER 1992
--------------------------------------- ---------------------------------------
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 $ 152 $ (21) $ 131 $(104) $ 15 $ (89)
Federal funds sold 7 13 20 (17) (9) (26)
Securities purchased under resale agreements 129 48 177 (20) 31 11
Trading account assets 23 78 101 131 (56) 75
Available-for-sale securities:
U.S. Treasury and other government agency
securities 74 4 78 69 (9) 60
Mortgage-backed securities 171 (26) 145 71 (14) 57
Other domestic securities 19 (1) 18 2 - 2
Foreign securities 79 (7) 72 42 (4) 38
----- -----
Total available-for-sale securities 313 157
Held-to-maturity securities:
U.S. Treasury and other government agency
securities (183) 41 (142) 30 (25) 5
Mortgage-backed securities (273) (9) (282) 344 (147) 197
State, county, and municipal securities (6) 1 (5) - (2) (2)
Other domestic securities (48) (32) (80) (8) (17) (25)
Foreign securities 180 - 180 (19) (5) (24)
----- -----
Total held-to-maturity securities (329) 151
Domestic loans:
Consumer-residential first mortgages 151 (96) 55 281 (398) (117)
Consumer-credit card (35) (46) (81) (75) (34) (109)
Other consumer 34 (38) (4) 143 (186) (43)
Commercial and industrial 206 158 364 60 14 74
Commercial loans secured by real estate (23) 51 28 75 (43) 32
Construction and
development loans
secured by real estate (109) 121 12 (51) (3) (54)
Financial institutions 7 33 40 5 (7) (2)
Agricultural 3 4 7 4 (3) 1
Lease financing (12) (78) (90) 14 (35) (21)
Loans for purchasing or carrying securities 17 16 33 17 (4) 13
Other 8 13 21 14 (1) 13
----- -----
Total domestic loans 385 (213)
Foreign loans (66) 27 (39) 149 (201) (52)
----- -----
Total loans 346 (265)
----- -----
NET INCREASE $ 759 $ 14
===== =====
INTEREST EXPENSE
Domestic interest-bearing deposits:
Transaction $ 4 $ (25) $ (21) $ 36 $ (77) $ (41)
Savings 10 (28) (18) 15 (102) (87)
Money market (40) 7 (33) 192 (237) (45)
Time (71) 163 92 (36) (401) (437)
----- -----
Total domestic interest-bearing deposits 20 (610)
Foreign interest-bearing deposits:
Banks located in foreign countries 215 (24) 191 (7) (32) (39)
Governments and official institutions 126 13 139 - (16) (16)
Time, savings, and other 56 (40) 16 7 (140) (133)
----- -----
Total foreign interest-bearing deposits 346 (188)
----- -----
Total interest-bearing deposits 366 (798)
Federal funds purchased 1 10 11 (2) (2) (4)
Securities sold under repurchase agreements 197 (4) 193 45 5 50
Other short-term borrowings 75 (1) 74 (55) (14) (69)
Long-term debt (9) 92 83 212 (99) 113
Subordinated capital notes (62) (9) (71) (23) 22 (1)
----- -----
NET INCREASE (DECREASE) $ 656 $(709)
===== =====
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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 1994 and 1993, and 34 percent for 1992.
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, 1994 Year Ended December 31, 1993
---------------------------------------------------------------------------------------
Rate
Rate based on
based on amortized
(dollar amounts in millions) Balance/a/ Interest/b/ fair value/b/ cost/b/ Balance/a/ Interest/b/ Rate/b/
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AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury and other government
agency securities $3,029 $164 5.42% 5.41% $1,646 $ 86 5.20%
Mortgage-backed securities 4,410 263 5.96 5.88 1,606 118 7.35
Other domestic securities 427 21 4.78 5.00 39 3 7.19
Foreign securities 1,809/c/ 145 8.05 7.09 827 73 8.83
------------------------------------------------------------------------------------------------------------------------------------
$9,675 $593 6.13% 5.95% $4,118 $280 6.79%
------------------------------------------------====================================================================================
Year Ended December 31, 1992
---------------------------------------
(dollar amounts in millions) Balance/a/ Interest/b/ Rate/b/
-----------------------------------------------------------------------------------
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury and other government
agency securities $ 360 $ 26 7.11%
Mortgage-backed securities 671 61 9.09
Other domestic securities 17 1 10.13
Foreign securities 353 35 9.87
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$1,401 $123 8.79%
------------------------------------------------===================================
Year Ended December 31, 1994 Year Ended December 31, 1993 Year Ended December 31, 1992
------------------------------- ------------------------------ -------------------------------
(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 $ 689 $ 46 6.72% $ 3,554 $ 188 5.28% $ 3,036 $183 6.06%
Mortgage-backed securities 6,985 503 7.20 10,784 785 7.28 6,341 588 9.27
State, county, and municipal
securities 479 39 8.12 553 44 7.93 549 46 8.34
Other domestic securities 224 16 7.11 740 96 13.01/d/ 797 121 15.13/d/
Foreign securities 2,428/c/ 190 7.83 128 10 7.61 369 34 9.17
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$10,805 $794 7.35% $15,759 $1,123 7.13% $11,092 $972 8.76%
-------------------------------===================================================================================================
Fourth Quarter 1994 Fourth Quarter 1993
-------------------------------------------------------------------------------------
Rate
Rate based on
based on amortized
(dollar amounts in millions) Balance/a/ Interest/b/ fair value/b/ cost/b/ Balance/a/ Interest/b/ Rate/b/
------------------------------------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE SECURITIES
U.S. Treasury and other government agency
securities $ 2,317 $ 31 5.27% 5.17% $ 752 $15 7.78%
Mortgage-backed securities 5,678 98 6.88 6.62 1,797 27 6.09
Other domestic securities 491 6 5.09 5.34 54 1 5.41
Foreign securities 1,907/c/ 47 9.73 8.76 785 19 9.72
------------------------------------------------------------------------------------------------------------------------------------
$10,393 $182 6.96% 6.67% $3,388 $62 7.30%
-----------------------------------------------=====================================================================================
Fourth Quarter 1994 Fourth Quarter 1993
------------------------------------ -----------------------------------
(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 $ 482 $ 9 7.02% $ 3,527 $ 49 5.56%
Mortgage-backed securities 4,782 85 7.11 11,506 198 6.87
State, county, and municipal
securities 461 9 8.14 524 10 7.55
Other domestic securities 196 3 6.96 557 11 7.51
Foreign securities 2,506/c/ 50 7.84 254 5 7.98
---------------------------------------------------------------------------------------------------------------------------------
$8,427 $156 7.40% $16,368 $273 6.65%
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=================================================================================================================================
/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 1994 and 1993, and 34 percent for 1992.
/c/ Average balances include nonaccrual assets.
/d/ Rates reflect income recognized on call premiums received and unamortized
discounts related to debentures called prior to maturity.
7
================================================================================
AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES
================================================================================
Carrying Value and Yield by Contractual Maturity Date
================================================================================
[Enlarge/Download Table]
Avaiable-For-Sale Securities
-----------------------------------------------------------------
December 31, 1994/a/ December 31, 1993 December 31, 1992
------------------- ----------------- ------------------
(dollar amounts in millions) Amount Yield/b/ Amount Yield/b/ Amount Yield/b/
----------------------------------------------------------------------------------------------
U.S. TREASURY AND OTHER
GOVERNMENT AGENCY
SECURITIES
Due in one year or less $1,127 5.78% $ 51 3.13% $ - -%
Due after one year through
five years 542 7.54 593 7.69 600 8.08
Due after five years
through ten years 241 5.94 101 8.39 100 8.50
Due after ten years 312 11.34 3 8.50 - -
------ ----- ------
2,222 748 700
MORTGAGE-BACKED SECURITIES
Due in one year or less 84 5.74 - - - -
Due after one year through
five years 3 6.88 - - - -
Due after five years
through ten years 214 5.94 7 9.00 25 8.41
Due after ten years 4,972 6.64 1,737 5.62 1,218 6.76
------ ------ ------
5,273 1,744 1,243
STATE, COUNTY, AND
MUNICIPAL
SECURITIES
Due in one year or less - - - - - -
Due after one year through
five years 2 8.09 - - - -
Due after five years
through ten years 1 5.37 - - - -
Due after ten years 6 7.31 - - - -
------ ------ ------
9 - -
OTHER SECURITIES
Due in one year or less 430 6.78 583 5.41 291 6.18
Due after one year through
five years 524 6.52 108 7.46 304 6.98
Due after five years
through ten years 111 6.68 72 8.13 120 7.34
Due after ten years 1,052 6.25 27 4.67 3 5.49
------ ------ ------
2,117 790 718
------ ------ ------
$9,621 $3,282 $2,661
====== ====== ======
Held-to-Maturity Securities
------------------------------------------------------------
December 31, 1994 December 31, 1993 December 31, 1992
----------------- ---------------- -----------------
(in millions) Amount Yield/b/ Amount Yield/b/ Amount Yield/b/
----------------------------------------------------------------------------------------------
U.S. TREASURY AND OTHER
GOVERNMENT AGENCY
SECURITIES
Due in one year or less $ 203 7.56% $ 1,730 5.43% $ 856 3.36%
Due after one year through
five years 223 6.76 997 6.31 1,883 6.46
Due after five years
through ten years 1 6.29 28 7.74 35 7.45
Due after ten years 3 6.05 694 6.63 - -
------ ------ ------
430 3,449 2,774
MORTGAGE-BACKED SECURITIES
Due in one year or less - - 42 6.03 48 5.82
Due after one year through
five years - - 116 6.69 317 7.05
Due after five years
through ten years 237 7.40 488 6.92 623 6.23
Due after ten years 4,517 7.29 10,671 7.00 7,296 7.68
------ ------- ------
4,754 11,317 8,284
STATE, COUNTY, AND
MUNICIPAL
SECURITIES
Due in one year or less 60 4.99 60 6.55 63 7.39
Due after one year through
five years 140 5.16 173 7.08 191 7.77
Due after five years
through ten years 104 5.36 116 6.99 149 9.50
Due after ten years 174 5.31 167 7.82 195 10.44
------ ------- ------
478 516 598
OTHER SECURITIES
Due in one year or less 987 7.80 515 8.69 237 7.08
Due after one year through
five years 172 7.39 302 7.69 304 7.52
Due after five years
through ten years 77 8.47 157 6.47 273 7.96
Due after ten years 1,269 6.51 159 8.82 123 6.55
------ ------- -------
2,505 1,133 937
------ ------- -------
$8,167 $16,415 $12,593
====== ======= =======
===============================================================================
/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.
BAC modified its accounting policies beginning in the third quarter of 1992 to
classify a portion of its securities portfolio as being available for sale.
Information on this modification and the securities portfolios is incorporated
by reference from page 52 of Note 1 and Note 7 on pages 60 and 61 of the 1994
Annual Report to Shareholders. Effective January 1, 1994, BAC adopted Statement
of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Additional information regarding
SFAS No. 115 is incorporated by reference from page 52 of Note 1 and Note 7 on
pages 60 and 61 of the 1994 Annual Report to Shareholders.
8
================================================================================
LOAN PORTFOLIO Loan Outstandings by Type
==========================================================
Information on loan outstandings by type is incorporated
by reference from page 31 of the 1994 Annual Report to
Shareholders.
Maturity Distribution and Interest Rate Sensitivity of
Certain Types of Loans
===========================================================
[Enlarge/Download Table]
Remaining Maturities as of December 31, 1994
------------------------------------------------------
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 $ 3,595 $ 3,250 $3,432 $10,277
Construction and development secured by
real estate 2,150 1,271 195 3,616
Commercial and industrial,
financial institutions,
and agricultural 21,673 10,103 1,750 33,526
Foreign loans 15,032 2,279 3,052 20,363
-----------------------------------------------------------------------------------------------------
$42,450 $16,903 $8,429 $67,782
----------------------------------------------=======================================================
LOANS DUE AFTER ONE YEAR
Predetermined interest rates $ 3,805 $2,676 $ 6,481
Floating or adjustable interest rates 13,098 5,753 18,851
-----------------------------------------------------------------------------------------------------
$16,903 $8,429 $25,332
-------------------------------------------------------------=======================================
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
================================================================================
CROSS-BORDERS OUTSTANDINGS EXCEEDING ONE PERCENT OF
TOTAL ASSETS
========================================================================
[Enlarge/Download Table]
Cross-Border
Total Outstandings
(dollar amounts Public Private Cross-Border as a Percentage
in millions)/a/b/c/d/ December 31 Sector/e/ Banks/e/ Sector/e/ Outstandings of Total Assets
------------------------------------------------------------------------------------------------------------------------
Japan 1994 $ 17 $1,248 $2,292 $3,557 1.65%
1993 10 1,490 2,054 3,554 1.90
1992 6 891 1,953 2,850 1.58
Spain 1994 57 108 1,817 1,982 0.92
1993 56 105 1,941 2,102 1.12
1992 33 39 1,026 1,098 0.61
Hong Kong 1994 - 185 1,203 1,387 0.64
1993 - 110 2,181 2,291 1.23
1992 - 1,008 1,005 2,013 1.11
United Kingdom 1994 256 373 647 1,275 0.59
1993 272 177 815 1,264 0.68
1992 154 176 1,890 2,220 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, 1994, total unfunded commitments of the
countries listed above, whose unfunded commitments
exceeded 10 percent of their respective cross-border
outstandings, were as follows: Japan, $903 million; Hong
Kong, $281 million; and the United Kingdom, $1,756
million.
/c/ Included in the cross-border outstandings of the
countries listed are loans and other interest-bearing
assets on nonaccrual status as follows: $18 million,
$16 million, and $14 million for Japan at December 31,
1994, 1993, and 1992, respectively; $3 million, $6
million, and $2 million for Spain at December 31, 1994,
1993, and 1992, respectively; $2 million and $7 million
for Hong Kong at December 31, 1994 and 1993,
respectively; and, $45 million, $52 million, and $72
million for the United Kingdom at December 31, 1994,
1993, and 1992, respectively.
/d/ No country excluded from this table had cross-border
outstandings between 0.75 percent and 1.00 percent for
any of the periods presented except $1,799 million for
South Korea at December 31, 1994.
No other 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, 1994,
1993, and 1992. The par bonds had a carrying value of
$1,109 million, $1,297 million, and $1,299 million at
December 31, 1994, 1993, and 1992, respectively. At
December 31, 1994, the par bonds had a total fair value
of approximately $765 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 $253 million at December
31, 1994; 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, 1994, this collateral had a fair
value of approximately $210 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, $45 million, and $45 million
at December 31, 1994, 1993, and 1992, which are 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 0.75 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 inherent in BAC's
foreign operations are incorporated by reference from
pages 29, 33, and 34 and Note 8 on pages 61 and 62 of the
1994 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 pages 71 and 72
of Note 21 of the 1994 Annual Report to Shareholders.
Nonperforming Assets
=============================================================
Information on nonperforming assests is incorporated by
reference from pages 37 through 39 of the 1994 Annual Report
to Shareholders.
Interest Income Foregone on Nonaccrual Assets
=============================================================
[Enlarge/Download Table]
Year Ended December 31
------------------------------------
(in millions) 1994 1993 1992
----------------------------------------------------------------------------------------------------
DOMESTIC
Interest income that would have been recognized had the
assets performed in accordance with their original terms $136 $208 $234
Less: Interest income included in the results of operations 51 55 74
----------------------------------------------------------------------------------------------------
Domestic interest income foregone 85 153 160
FOREIGN
Interest income that would have been recognized had the
assets performed in accordance with their original terms 18 18 55
Less: Interest income included in the results of operations 9 7 46
----------------------------------------------------------------------------------------------------
Foreign interest income foregone 9 11 9
----------------------------------------------------------------------------------------------------
$ 94 $164 $169
------------------------------------------------------------------==================================
[Enlarge/Download Table]
The following is a summary of certain information
related to the above data:
DOMESTIC
Carrying values related to interest income included
in the results of operations/a/ $435 $879 $1,442
Cash interest payments used to offset principal balance 51 80 213
Carrying values related to cash interest payments used to offset
principal balances/a/ 856 1,098 1,755
FOREIGN
Carrying values related to interest income included
in the results of operations/a/ 127 71 348
Cash interest payments used to offset principal balance 9 7 185
Carrying values related to cash interest payments used to offset
principal balances/a/ 65 124 450
_____________________________________________________________
/a/At period end.
Information on nonaccrual loan accounting policies and
interest income foregone on restructed loans is incorporated
by reference from page 53 of Note 1 and Notes 8 and 9 on
pages 61 and 62 of the 1994 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 37 and 38 of
the 1994 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 34 through 36 of the 1994 Annual
Report to Shareholders.
ALLOWANCE FOR FOREIGN CREDIT LOSSES/a/
============================================================
[Enlarge/Download Table]
YEAR ENDED DECEMBER 31
-----------------------------------------------------------------
(in millions) 1994 1993 1992 1991 1990
----------------------------------------------------------------------------------------------------
BALANCE, BEGINNING OF YEAR $322 $559 $808 $1,665 $2,473
Credit losses 42 36 126 375 548
Credit loss recoveries 124 66 174 54 96
----------------------------------------------------------------------------------------------------
Net credit (losses) recoveries 82 30 48 (321) (452)
Provision for credit losses - - 3 - 262
Losses on the sale or swap of loans
to restructuring countries - (3) (72) (207) (620)
Other net additions (deductions) (13) (264)/ab/ (228)/a/ (329)/a/ 2
----------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR $391 $322 $559 $ 808 $1,665
====================================================================================================
/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 36 of the 1994 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
================
[Enlarge/Download Table]
DECEMBER 31, 1994
----------------------------------------------
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 $3,479 $396
After three months through six months 1,357 47
After six months through twelve months 1,316 73
After twelve months 3,579 92
-------------------------------------------------------------------------------------------------
$9,731 $608
=================================================================================================
12
================================================================================
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 dividend payout ratios for
the years ended December 31, 1994, 1993, and 1992 are
incorporated by reference from page 18 of the 1994 Annual
Report to Shareholders.
________________________________________________________________________________
[Enlarge/Download Table]
========================================================================================================
SHORT-TERM
BORROWINGS DECEMBER 31 AVERAGE DURING YEAR
-------------------------- --------------------------
MAXIMUM WEIGHTED WEIGHTED
OUTSTANDINGS AVERAGE AVERAGE
(DOLLAR AMOUNTS IN MILLIONS) DURING YEAR OUTSTANDINGS INTEREST RATE OUTSTANDINGS INTEREST RATE
--------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------
1992
Federal funds purchased/a/ $1,469 $ 417 2.57% $ 626 3.24%
Securities sold under repurchase
agreements/a/ 2,542 926 6.28 2,015 5.35
Other short-term borrowings 7,128 2,092 6.81 3,913 6.90
========================================================================================================
/a/ Federal funds purchased and securities sold under
repurchase agreements mature either overnight or weekly.
________________________________________________________________________________
COMPETITION BAC, both in the United States and internationally, operates
in intensely competitive environments. Domestically, BAC
competes with other banks, financial institutions, and
nonbanking institutions, such as finance companies,
insurance companies, brokerage firms, and investment banking
firms, throughout the United States. In recent years,
competition has also developed from predominantly non-
finance companies that offer credit card and other consumer
finance services. Competition for deposit and loan products
is 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. Internationally, BAC
primarily competes with major foreign banks, domestic banks
with international operations, and other financial
institutions. Both domestically and internationally, BAC
strives to maintain and improve its competitive position by
providing high quality service and a wide array of products
at competitive prices.
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 a bank can offer and the
geographic boundaries within which it can operate. In
addition, banking laws impact the competitive environment in
domestic markets by subjecting foreign banks to essentially
the same requirements as domestic banks with regard to
branching, reserve requirements, and other regulations.
13
================================================================================
Technological innovation has also led to greater competition
in domestic and international financial services markets.
Since the advent of automated transfer payment systems,
competition between depository and nondepository
institutions has increased. In addition, retail customers
now expect a choice of several delivery systems and
channels, including telephone, mail, home computers, ATMs,
self-service branches, and supermarket branches. The sources
of competition include savings and loan associations, credit
unions, brokerage firms, money market mutual funds, asset
management groups, finance and insurance companies, mortgage
banking firms, and telecommunications providers. In
addition, both foreign and domestic banks have developed
greater international network capabilities as national
economies have become globally integrated.
The actions and policy directives of the Federal Reserve
Board (FRB) determine, to a significant degree, the cost of
funds obtained from money market sources for lending and
investing. The FRB also exerts substantial influence on
interest rates and credit conditions by varying the discount
rate on member bank borrowings and setting reserve
requirements against deposits.
Legislative changes, along with technological and economic
factors, can be expected to 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 the future results of
operations or financial position of BAC.
________________________________________________________________________________
SUPERVISION The Parent and Seafirst are primarily regulated by the Board
AND REGULATION of Governors of the Federal Reserve System. The Bank,
Seattle-First, and the other national-bank subsidiaries of
the Parent 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
Federal Deposit Insurance Corporation (FDIC) and state
banking regulators, except for Bank of America Nevada and
Bank of America Illinois, which are primarily regulated by
the FRB and state banking regulators. FSB is subject to the
regulatory authority of the Office of Thrift Supervision
(OTS) and the FRB. In addition, all domestic depository-
institution subsidiaries of the Parent are insured
institutions, and therefore, subject to the authority of the
FDIC.
In 1989, Congress passed the Financial Institution Reform,
Recovery, and Enforcement Act of 1989 (FIRREA). FIRREA
established new regulations to improve regulatory control
over savings and loan institutions by reorganizing
regulatory authority, raising capital requirements and
standards for both banks and savings and loan institutions,
granting additional authority and responsibility to the
FDIC, and expanding the civil enforcement powers of industry
regulators. In addition, FIRREA altered banking regulations
to allow banks and bank holding companies to acquire and
operate savings and loan institutions, even in states where
such banks and bank holding companies had not been operating
previously. FIRREA also created the Resolution Trust
Corporation (RTC) and provided for funding to enable the RTC
to resolve troubled savings and loan institutions. During
1991 and 1992, the Parent, through its subsidiaries, assumed
certain liabilities and acquired selected assets of six
financial institutions in four western states from the RTC.
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, each provide a means to measure financial
institutions' compliance with capital standards.
14
================================================================================
FIRREA contains a "cross-guarantee" provision that could
result in any insured depository institution owned by the
Parent (i.e., any bank subsidiary) being 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. Under FRB policy, the Parent is
expected to act as a source of financial strength and to
commit resources to support each subsidiary bank. As a
result of such policy and the legislation described below,
the Parent may be required to commit resources to its
subsidiary banks in circumstances where it might not do so
absent such policy.
During 1991, the United States Congress passed the Federal
Deposit Insurance Corporation Improvement Act of 1991
(FDICIA), which focused primarily on recapitalizing the Bank
Insurance Fund (BIF) and tightening the supervision of banks
and thrifts. FDICIA modifies certain provisions of the
Federal Deposit Insurance Act and makes revisions to several
other banking statutes. FDICIA also requires bank regulators
to set forth numerous new regulations, most of which have
been finalized.
Among other things, FDICIA provides increased funding for
the BIF, primarily by increasing the authority of the FDIC
to borrow from the U.S. Treasury Department, and provides
for expanded regulation of depository institutions and their
affiliates, including bank holding companies. The FDIC has
not yet needed to borrow funds from the U.S Treasury
Department. However, any future borrowings would be repaid
by insurance premiums assessed by the FDIC on BIF members,
including the Parent's banking subsidiaries. In addition,
FDICIA generally mandates that the FDIC achieve a ratio of
BIF reserves to insured deposits of banks of 1.25% by 2006,
which is also to be financed by insurance premiums. The FDIC
expects to achieve this ratio during 1995. The FDIC has also
proposed a significant reduction in insurance premiums for
BIF members to take effect when the ratio of BIF reserves to
insured deposits of BIF members reaches 1.25%, but there can
be no assurance that a reduction will occur until final
regulatory action is taken. FDICIA also provides authority
for special assessments against deposits of all BIF members.
In response to the passage of FDICIA, the FDIC implemented a
regulation to modify deposit insurance premiums beginning in
1993. Under this regulation, 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 new system, in
establishing the insurance premium assessment for each bank,
the FDIC takes into consideration the probability the BIF
will incur a loss with respect to that bank, and charges a
bank with perceived higher inherent risks a higher insurance
premium. The FDIC also considers the different categories
and concentrations of assets and liabilities of the
institution, the likely amount of any such loss, the revenue
needs of the BIF, and any other factors the FDIC deems
relevant. Although the FDIC may establish separate risk-
based assessment systems for large and small members of the
BIF, it has not yet done so. Regardless of the potential
risk to the BIF, FDICIA prohibits assessment rates from
falling below the assessment rate of 23 cents per $100 of
eligible deposits if the FDIC has outstanding borrowings
from the U.S. Treasury Department, or the 1.25% designated
reserve ratio has not been met.
It is BAC's policy to maintain the risk-based capital ratios
of its banking subsidiaries above the "well capitalized"
level, which allows it to avoid certain additional
regulatory requirements that may be imposed under FDICIA in
certain cases. If a bank does not meet any one of the
minimum capital requirements set by its regulators, FDICIA
requires that it submit a capital restoration plan for
improving its capital. A holding company of a bank must
guarantee that the bank will meet its capital restoration
plan, subject to certain limitations. If such a guarantee
were deemed to be a commitment to maintain capital under the
Federal Bankruptcy
15
================================================================================
Code, a claim under such guarantee in a bankruptcy
proceeding involving the holding company would be entitled
to a priority over third-party creditors of the holding
company. In addition, FDICIA prohibits a bank from making a
capital distribution to its holding company or otherwise if
it fails to meet any capital requirements and from paying
interest on subordinated debt after the bank becomes
"critically undercapitalized" as that term is defined by the
appropriate federal banking agency.
Furthermore, under certain circumstances, a holding company
of a bank that fails to meet certain of its capital
requirements may be prohibited from making capital
distributions. FDICIA also restricts the acceptance of
brokered deposits by insured depository institutions that
are not well capitalized and contains a number of consumer
banking provisions, including disclosure requirements and
substantive contractual limitations with respect to deposit
accounts.
Information related to the final capital regulations issued
by the FRB on the adoption of Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes"
and the 1993 pending regulatory proposal to incorporate
interest rate risk into the risk-based capital framework is
incorporated by reference from page 45 of the 1994 Annual
Report to Shareholders.
The amount of funds available to the Parent from its
subsidiaries is limited by federal and state law. The U.S.
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 prior approval of the OCC. In addition, state-
chartered banking subsidiaries are subject to dividend
limitations imposed by applicable state laws. FSB is subject
to regulatory restrictions by the OTS on its payment of
dividends. Furthermore, the Federal Reserve Act restricts
the amount of loans that bank subsidiaries may extend to
their parent and sets out specific lending terms that must
be followed by the subsidiary and parent in such
transactions. Specific information related to restrictions
on funds available to the Parent is incorporated by
reference from Note 24 on pages 80 through 82 of the 1994
Annual Report to Shareholders.
The banking and financial services businesses in which BAC
engages are highly regulated. The laws and regulations
affecting such businesses are constantly under review by
Congress, regulatory agencies, and state legislatures, and
may be changed dramatically in the future. Such changes
could affect the ability of bank holding companies to engage
in nationwide banking and in nonbanking businesses, such as
securities underwriting and insurance, in which they have
been allowed to engage only on a limited basis.
With the enactment of the Riegle-Neal Interstate Banking and
Branching and Efficiency Act of 1994, banks will be allowed
to create interstate branching networks beginning June 1,
1997 in states that do not opt out of the interstate
legislation. Interstate branching networks may be created
earlier in states that specifically permit interstate
branching prior to June 1, 1997. The enactment of this bill
will enable BAC to consolidate its branching operations if
it so chooses, thereby potentially reducing operating
expenses and enhancing customer service. In addition, there
is currently congressional support for the reform of the
Glass-Steagall Act, which could cause a significant change
in the makeup of the financial services industry.
16
================================================================================
Changes to banking laws and regulations may also affect the
amount of capital that banks and bank holding companies are
required to maintain, the premiums paid for or the
availability of deposit insurance, or other matters directly
affecting earnings. It is not certain what changes will
occur, if any, or the effect of such changes on the
profitability of BAC, its ability to compete effectively, or
its ability to take advantage of new opportunities.
Because 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 legislation is through its lending and trust
activities. BAC's lending and trust procedures include steps
designed to identify and monitor this exposure to avoid any
significant loss or liability related to environmental
regulations.
________________________________________________________________________________
EMPLOYEES In December 1994, the actual number of persons employed by
BAC was 98,556. On a full-time-equivalent basis, BAC's staff
level was 82,065 at December 31, 1994.
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 18, 19, and 44, Note 24
on pages 80 through 82, and Note 26 on page 84 of the 1994
Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
________________________________________________________________________________
Selected financial data is incorporated by reference from
pages 18 and 19 of the 1994 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 18 through 45 of the 1994 Annual Report to
Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
________________________________________________________________________________
The Report of Independent Auditors and the consolidated
financial statements of BAC are incorporated by reference
from pages 47 through 84 of the 1994 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 25, 1995
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,
1995 is set forth below.
[Download Table]
NAME AGE POSITION WITH REGISTRANT
Richard M. Rosenberg 64 Chairman, Chief Executive Officer,
and President
Lewis W. Coleman 53 Vice Chairman of the Board and Chief
Financial Officer
Kathleen J. Burke 43 Vice Chairman and Personnel Relations Officer
David A. Coulter 47 Vice Chairman
Luke S. Helms 51 Vice Chairman
Jack L. Meyers 52 Vice Chairman
Thomas E. Peterson 59 Vice Chairman
Michael E. Rossi 50 Vice Chairman
Martin A. Stein 54 Vice Chairman
RICHARD M. ROSENBERG was 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. Previously, Mr. Rosenberg was Vice Chairman of the
Board of the Parent and the Bank from 1987 to 1990.
LEWIS W. COLEMAN was appointed Chief Financial Officer of
the Parent and the Bank on February 1, 1993, in addition to
his title of Vice Chairman of the Board. He was appointed
Vice Chairman of the Board of the Parent and the Bank on
February 5, 1990. Previously, he was Vice Chairman of the
Parent and the Bank from 1988 to 1990.
KATHLEEN J. BURKE was appointed Vice Chairman of the Parent
and the Bank on March 14, 1994, in addition to her title as
Public 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. From 1989 to 1992, Ms. Burke served as an
Executive Vice President of SPC and SPNB. She also served as
Executive Vice President and Secretary of SPC and its
principal subsidiary, Security Pacific National Bank.
19
================================================================================
DAVID A. COULTER was appointed Vice Chairman of the Parent
and the Bank on February 1, 1993. Previously, he was Group
Executive Vice President of the Bank and head of the Bank's
U.S. Division from 1992 to February 1993. From 1990 to 1992,
he was Executive Vice President of the Bank and head of the
Bank's U.S. Division. From 1989 to 1990, he was Executive
Vice President and head of the Bank's Capital Markets
Division.
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 and Seattle-First. He
was appointed President of Seafirst and Seattle-First in
1987.
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. He was
named head of the Commercial Banking Division in September
1990. He was Executive Vice President of the California
Commercial Banking Group from 1989 to 1990.
THOMAS E. PETERSON was appointed Vice Chairman of the Parent
and the Bank on February 5, 1990. Previously, he was
appointed Executive Vice President of the Bank and head of
the Retail Banking Division in 1987.
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 to be the head of Credit Policy for the
Bank. He was Executive Vice President of the Commercial
Banking Division-Commercial Markets Group of the Bank from
1988 to 1990.
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. Prior to joining the
Bank, he was Executive Vice President, Director of National
Operations, and Chief Information Officer for PaineWebber,
Inc., a securities brokerage and investment banking firm,
from 1985 to 1990.
The present term of office for the officers named
above will expire on May 25, 1995 or on their earlier
retirement, resignation, or removal. There is no family
relationship between 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, Retirement
Policy 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 25, 1995 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 25, 1995 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 25, 1995 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 1994 Annual Report to
Shareholders; page number references are to the 1994 Annual
Report to Shareholders.
[Enlarge/Download Table]
Page
BankAmerica Corporation:
Report of Independent Auditors................................................................... 47
Consolidated Statement of Operations--
Years Ended December 31, 1994, 1993, and 1992.................................................. 48
Consolidated Balance Sheet--December 31, 1994 and 1993........................................... 49
Consolidated Statement of Cash Flows--Years Ended December 31, 1994,
1993, and 1992................................................................................. 50
Consolidated Statement of Changes in Stockholders' Equity--
Years Ended December 31, 1994, 1993, and 1992.................................................. 51
Notes to Consolidated Financial Statements....................................................... 52
_____________________________________________________________________________
(A)(2) FINANCIAL Schedules to the consolidated financial statements
STATEMENT (Nos. I and II of Rule 9-07) for which provision is made
SCHEDULES in the 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.
Exhibit 3(b) for the Parent's Form S-4 Registration
Statement, filed January 12, 1994
(File No. 33-51333) incorporated herein by reference.
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 13 and 14 on pages 63 and 64 of the
1994 Annual Report to Shareholders. None of such
debt exceeds 10% of the total assets of BAC;
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, X
between the Parent and Manufacturers Hanover Trust
Company of California, as Rights Agent, as amended.
10.a. BankAmerica Corporation Retirement Plan for 12/31/91 10(j)
Nonofficer Directors./a/ 9/30/94 10
10.b. BankAmerica Corporation Deferred Compensation 12/31/92 10(b)
Plan for Directors./a/ 3/31/93 10
10.c. BankAmerica Corporation Deferred Compensation 12/31/93 10(c)
Plan./a/
10.d. BankAmerica Corporation Senior Management 12/31/93 10(d)
Incentive Plan (formerly the "Annual Management
Incentive Plan")./a/
10.e. Supplemental CareerAccounts Plan./a/ 3/31/92 10(a)
10.f. BankAmerica Corporation Executive Compensation X
Program - Benefits/Perquisites Summary./a/
10.g. BankAmerica Corporation 1987 Management Stock 12/31/91 10(f)
Plan./a/
10.h. Management Incentive Stock Plan./a/ 12/31/91 10(g)
10.i. 1992 Management Stock Plan; amendment X 12/31/91 10(h)
filed herewith./a/
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 and Seattle-First./a/
10.l. Security Pacific Corporation Stock-Based Incentive 3/31/92 10(e)
Award Plan./a/
10.m. Security Pacific Corporation Stock Option Plan./a/ 3/31/92 10(f)
____________________________________________________
/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.
----------------------------------------------------------------------------------------------------------------
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. 1994 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
_______________________________________________________________________________
(B)REPORTS ON During the fourth quarter of 1994, the Parent filed a
FORM 8-K report on Form 8-K dated October 19, 1994. The October 19,
1994 report filed, pursuant to Items 5 and 7 of the report,
a copy of the Parent's press release titled "BankAmerica
Third Quarter Earnings." After the fourth quarter of 1994,
the Parent filed reports on Form 8-K dated January 6, 1995,
January 18, 1995, January 23, 1995, and February 6, 1995.
The January 6, 1995 report filed, pursuant to Items 5 and 7
of the report, a copy of the joint press release from the
Parent and Arbor National Holdings, Inc. titled "Arbor
National Holdings/BankAmerica Merger -- Regulatory
Approvals." The January 18, 1995 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
January 23, 1995 report filed, pursuant to Items 5 and 7 of
the report, a tax opinion and related consent in connection
with offerings of the Parent's debt securities relating to
the shelf registration for such debt securities. The
February 6, 1995 report filed, pursuant to Items 5 and 7 of
the report, a copy of the Parent's press release titled
"BankAmerica Board Increases Common Stock Dividend and
Approves 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 17, 1995 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 and Chief Executive
----------------------------- Officer
(Richard M. Rosenberg)
Principal Financial Officer
and Director:
/s/ LEWIS W. COLEMAN Vice Chairman of the Board and
----------------------------- Chief Financial Officer
(Lewis W. Coleman)
Principal Accounting Officer:
/s/ JAMES H. WILLIAMS Executive Vice President
----------------------------- and Chief Accounting Officer
(James H. Williams)
Directors:
[Download Table]
JOSEPH F. ALIBRANDI* Director PHILIP M. HAWLEY* Director
JILL E. BARAD* Director FRANK L. HOPE, JR.* Director
PETER B. BEDFORD* Director IGNACIO E. LOZANO, JR.* Director
ANDREW F. BRIMMER* Director CORNELL C. MAIER* Director
RICHARD A. CLARKE* Director WALTER E. MASSEY* Director
TIMM F. CRULL* Director JOHN M. RICHMAN* Director
KATHLEEN FELDSTEIN* Director A. MICHAEL SPENCE* Director
DONALD E. GUINN* Director
A majority of the members of the Board of Directors.
*By /s/ CHERYL SOROKIN
------------------------------------------
(Cheryl Sorokin, Attorney-in-Fact)
Dated: March 17, 1995
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:
Corporate Public Relations #3124
Bank of America
P.O. Box 37000
San Francisco, CA 94137
================================================================================
[BANKAMERICA CORPORATION LOGO APPEARS HERE]
BANKAMERICA
________________________________________________________________________________
NL-9 2-95 [RECYCLED PAPER LOGO APPEARS HERE] RECYCLED PAPER
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.
Exhibit 3(b) for the Parent's Form S-4 Registration
Statement, filed January 12, 1994
(File No. 33-51333) incorporated herein by
reference.
4.a. The Parent and certain of its consolidated
subsidiaries have outstanding certain long-term
debt. See Notes 13 and 14 on pages 63 and 64 of the
1994 Annual Report to Shareholders. None of such
debt exceeds 10% of the total assets of BAC;
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, X
between the Parent and Manufacturers Hanover Trust
Company of California, as Rights Agent, as amended.
10.a. BankAmerica Corporation Retirement Plan for 12/31/91 10(j)
Nonofficer Directors./a/ 9/30/94 10
10.b. BankAmerica Corporation Deferred Compensation 12/31/92 10(b)
Plan for Directors./a/ 3/31/93 10
10.c. BankAmerica Corporation Deferred Compensation 12/31/93 10(c)
Plan./a/
10.d. BankAmerica Corporation Senior Management 12/31/93 10(d)
Incentive Plan (formerly the "Annual Management
Incentive Plan")./a/
10.e. Supplemental CareerAccounts Plan./a/ 3/31/92 10(a)
10.f. BankAmerica Corporation Executive Compensation X
Program - Benefits/Perquisites Summary./a/
10.g. BankAmerica Corporation 1987 Management Stock 12/31/91 10(f)
Plan./a/
10.h. Management Incentive Stock Plan./a/ 12/31/91 10(g)
10.i. 1992 Management Stock Plan; amendment X 12/31/91 10(h)
filed herewith./a/
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 and Seattle-First./a/
10.l. Security Pacific Corporation Stock-Based Incentive 3/31/92 10(e)
Award Plan./a/
10.m. Security Pacific Corporation Stock Option Plan./a/ 3/31/92 10(f)
_______________________________________________________
/a/Management contract or compensatory plan, contract, or
arrangement.
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.
---------------------------------------------------------------------------------------------------------------
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. 1994 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
Dates Referenced Herein and Documents Incorporated by Reference
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