Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 31 202K
2: EX-3.B Bankamerica Corporation Bylaws 26 89K
3: EX-10.C Bankamerica Deferred Compensation Plan 24 79K
4: EX-10.E Bankamerica Supplemental Retirement Plan 32 79K
5: EX-10.N Continental Illinois Corp. Stock Option Plan 6 36K
6: EX-10.O Continental Bank Stock Option Plan 13 48K
7: EX-10.P Continental Bank Performance Incentive Plan 12 42K
8: EX-11 Computation of Earnings Per Common Share 2± 10K
9: EX-12.A Ratios of Earnings to Fixed Charges 3 18K
10: EX-12.B Historical and Pro Forma Combined Ratios 2 12K
11: EX-13 1996 Bankamerica Corporation Annual Report to 166± 703K
Shareholders
12: EX-21 Bankamerica Corporation Subsidiaries 18 126K
13: EX-23 Consent of Independent Auditors 1 14K
14: EX-24 Powers of Attorney 16 25K
15: EX-27 Financial Data Schedule 2 14K
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
For the fiscal year ended December 31, 1996
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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. Bank of America Center 94-1681731.
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, 8.16% Cumulative Preferred Stock,
Stock, Series B Series K Series L
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, 1997, was in excess of $39.5
billion.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 1997.
Common Stock, $1.5625 par value-------354,589,200 shares
outstanding on January 31, 1997.*
*In addition, 32,707,587 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, 1996 Parts I, II, & IV
Portions of the Proxy Statement for the May 22, 1997 Annual
Meeting of Shareholders Part III
FORM 10-K
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Part I Items 1 and 2. Business and Properties
General........................................................... 3
Operations........................................................ 4
Properties........................................................ 5
Distribution of Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differential....................... 6
Available-for-Sale and Held-to-Maturity Securities................ 9
Loan Portiflio.................................................... 11
Summary of Credit Loss Experience................................. 14
Deposits.......................................................... 14
Return on Equity and Assets....................................... 15
Short-Term Borrowings............................................. 15
Competition....................................................... 15
Supervision and Regulation........................................ 16
Employees......................................................... 19
Item 3. Legal Proceedings................................................. 19
Item 4. Submission of Matters to a Vote of Security Holders............... 19
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Part II Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters............................................ 20
Item 6. Selected Financial Data........................................... 20
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 20
Forward-Looking Statements........................................ 20
Item 8. Financial Statements and Supplementary Data....................... 21
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................... 21
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Part III Item 10. Directors and Executive Officers of the Registrant................ 22
Item 11. Executive Compensation............................................ 24
Item 12. Security Ownership of Certain Beneficial Owners and Management.... 24
Item 13. Certain Relationships and Related Transactions.................... 24
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Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.. 25
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SIGNATURES ...................................................................... 28
1
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2
PART I
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ITEMS 1 AND 2. BUSINESS AND PROPERTIES
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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,
1996, BankAmerica Corporation and its subsidiaries (BAC) was
one of the three largest bank holding companies in the United
States, based on total assets of $250.8 billion.
During 1996, BAC completed the divestiture of its
Institutional Trust and Securities Services business.
Additional information related to this divestiture is
incorporated by reference from pages 22 and 25 of the 1996
Annual Report to Shareholders. In addition, during 1996, BAC
began the process of combining its interstate banks into Bank
of America NT&SA (the Bank), a subsidiary of BAC. During
1996, Bank of America Oregon and BankAmerica National Trust
Company were merged into the Bank. Additional information
related to the merger of the interstate banks into the Bank
is incorporated by reference from page 18 of the 1996 Annual
Report to Shareholders. Furthermore, as a result of decisions
to implement a number of changes in its business activities,
BAC recorded a restructuring charge in the fourth quarter of
1996. Additional information related to the restructuring
charge is incorporated by reference from pages 18 and 26 and
from Note 26 on page 81 of the 1996 Annual Report to
Shareholders.
As part of its efforts to strategically redeploy capital in
1996, BAC acquired a portfolio of lease-related financial
assets from subsidiaries of Ford Motor Company. In 1996, BAC
also completed the initial public offering of a portion of
the common stock of BA Merchant Services, Inc., a subsidiary
of BAC. Additional information related to the initial public
offering of the subsidiary's common stock is incorporated by
reference from pages 18 and 25 of the 1996 Annual Report to
Shareholders.
The Parent's largest subsidiaries, based on total assets at
year-end 1996, were the Bank, Bank of America Illinois (BAI),
and Bank of America NW, National Association (formerly
Seattle-First National Bank) (BANW). 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. BAI,
headquartered in Chicago, provides corporate banking, middle
market banking, and wealth management services. BANW was the
largest bank in Washington State based on total assets at
December 31, 1996, and is a major presence in the consumer
and commercial banking sectors of the Pacific Northwest. On
January 1, 1997, BANW was merged into the Bank. Additional
information related to the merger of the interstate banks
into the Bank is incorporated by reference from page 18 of
the 1996 Annual Report to Shareholders.
3
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At December 31, 1996, the Parent's other bank subsidiaries
also included Bank of America Arizona, Bank of America
Nevada, 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; Bank of America Trust Company
of Florida, National Association, which is a limited purpose
national bank; and Bank of America, FSB (FSB), a federal
savings bank. On January 1, 1997, Bank of America Arizona,
Bank of America Nevada, Bank of America Alaska, N.A., and
Bank of America New Mexico, N.A. were merged into the Bank,
in addition to BANW. Additional information related to the
merger of the interstate banks into the Bank is incorporated
by reference from page 18 of the 1996 Annual Report to
Shareholders. In addition, Bank of America National
Association, which holds a national charter, offers credit
card services, primarily to individuals, throughout the
United States.
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, credit card, home mortgage, manufactured
housing and auto loan financing, and various other consumer
finance products. It provides a range of deposit and loan
products to individuals and small businesses through almost
2,000 full-service branches, more than 7,000 ATMs, and
telephone and other delivery channels. BAC's consumer banking
operations also operate over 150 in-store facilities in the
Chicago metropolitan area. In California, BAC's largest
market, the Bank operated approximately 1,020 branches at
December 31, 1996.
As a global financial intermediary, BAC provides capital-
raising services, trade finance, cash management, investment
banking, capital markets and credit products, and financial
advisory services to large public- and private-sector
institutions that are part of the global economy.
The range of financial 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.
BAC also 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 a range of banking, personal trust
and investment services to high-net-worth clients worldwide
who require specialized personal services. The services also
encompass BAC's investment management, brokerage, and mutual
fund activities.
Additional information about BAC and its operations is
incorporated by reference from pages 19 through 22, Note 2 on
page 58, and Note 30 on page 84 of the 1996 Annual Report to
Shareholders.
4
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Properties
=============================================================
BAC's principal offices are located at 555 California Street
in San Francisco, California.
BAI's principal offices are located at 231 South LaSalle
Street in Chicago, Illinois.
At December 31, 1996, BANW's principal offices were located
at 701 Fifth Avenue in Seattle, Washington.
At December 31, 1996, BAC owned approximately 30 percent of
its properties. The remaining facilities were leased.
5
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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, 1996 Year Ended December 31, 1995
------------------------------------- ------------------------------------
(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 $ 5,717 $ 453 7.93% $ 5,853 $ 466 7.95%
Federal funds sold 533 29 5.41 548 32 5.89
Securities purchased under resale agreements 10,334 653 6.32 8,823 618 7.00
Trading account assets 12,541 1,004 8.01 9,106 745 8.18
Available-for-sale securities/d/ 11,383/c/ 848 7.45 9,768/c/ 764 7.83
Held-to-maturity securities/d/ 4,347 322 7.42 7,192 524 7.29
Domestic loans:
Consumer--residential first mortgages 37,572 2,806 7.47 35,407 2,500 7.06
Consumer--residential junior mortgages 14,264 1,225 8.59 13,832 1,252 9.05
Consumer--credit card 8,837 1,284 14.53 8,230 1,230 14.95
Other consumer 17,465 1,720 9.85 14,149 1,399 9.89
Commercial and industrial 32,944 2,581 7.83 30,927 2,619 8.47
Commercial loans secured by real estate 11,508 1,018 8.84 10,586 957 9.04
Financial institutions 2,815 124 4.40 2,511 143 5.69
Lease financing 2,127 147 6.92 1,835 111 6.06
Construction and development loans secured by real estate 2,816 301 10.69 3,367 373 11.07/e/
Loans for purchasing or carrying securities 1,270 86 6.78 1,303 91 7.02
Agricultural 1,570 137 8.70 1,619 157 9.67
Other 1,176 75 6.39 1,394 91 6.56
-------- ------- -------- --------
Total domestic loans 134,364 11,504 8.56 125,160 10,923 8.73
Foreign loans 24,087 1,863 7.73 21,754 1,792 8.24
-------- ------- -------- --------
Total loans/c/ 158,451 13,367 8.44 146,914 12,715 8.65
-------- ------- -------- --------
Total earning assets 203,306 $16,676 8.20 188,204 $ 15,864 8.43
======= ========
Nonearning assets 42,060 42,641
Less: Allowance for credit losses 3,524 3,672
-------- --------
TOTAL ASSETS/f/ $241,842 $227,173
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Domestic interest-bearing deposits:
Transaction $ 12,205 $ 149 1.22% $ 13,241 $ 159 1.20%
Savings 12,872 263 2.06 13,550 282 2.08
Money market 28,772 905 3.14 29,070 870 2.99
Time 30,132 1,545 6.13 30,002 1,471 4.90
-------- ------- --------- --------
Total domestic interest-bearing deposits 83,981 2,862 3.41 85,863 2,782 3.24
Foreign interest-bearing deposits/g/:
Banks located in foreign countries 12,957 763 5.89 10,245 679 6.63
Governments and official institutions 9,579 502 5.23 6,845 397 5.80
Time, savings, and other 19,058 1,232 6.47 16,131 1,065 6.60
-------- ------- --------- --------
Total foreign interest-bearing deposits 41,594 2,497 6.00 33,221 2,141 6.44
-------- ------- --------- --------
Total interest-bearing deposits 125,575 5,359 4.27 119,084 4,923 4.13
Federal funds purchased 1,492 79 5.29 2,222 131 5.89
Securities sold under repurchase agreements 11,702 695 5.94 9,110 581 6.38
Other short-term borrowings 14,448 883 6.11 9,301 630 6.77
Long-term debt 14,981 1,023 6.83 15,156 1,067 7.04
Subordinated capital notes 415 33 7.95 605 46 7.58
-------- ------- --------- ========
Total interest-bearing liabilities 168,613 $ 8,072 4.79 155,478 $ 7,378 4.75
======= ========
Domestic noninterest-bearing deposits 34,415 33,272
Foreign noninterest-bearing deposits 1,557 1,630
Other noninterest-bearing liabilities 16,898 17,238
-------- ---------
Total liabilities/f/ 221,483 207,618
Trust preferred securities/h/ 90 -
Stockholders' equity 20,269 19,555
-------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $241,842 $227,173
======== =========
Interest income as a percentage of average earning assets 8.20% 8.43%
Interest expense as a percentage of average earning assets (3.97) (3.92)
----- -----
NET INTEREST MARGIN 4.23% 4.51%
===== =====
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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 40 percent.
/c/ Average balances include nonaccrual assets.
/d/ Refer to the table on page 9 for more detail on average balances, interest,
and average rates 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 year ended
December 31, 1994.
6
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[Enlarge/Download Table]
Year Ended December 31, 1994 Fourth Quarter 1996
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(dollar amounts in millions) Balance/a/ Interest/b/ Rate/b/ Balance/a/ Interest/b/ Rate/b/
------------------------------------------------------------------------------------------------- ---------------------------------
ASSETS
Interest-bearing deposits in banks $ 4,912 $ 325 6.62% $ 5,878 $ 145 9.86%
Federal funds sold 1,318 55 4.13 499 7 5.49
Securities purchased under resale agreements 6,378 351 5.51 9,077 144 6.30
Trading account assets 6,713 476 7.09 13,393 271 8.05
Available-for-sale securities/d/ 9,675/c/ 593 6.13 11,763/c/ 210 7.12
Held-to-maturity securities/d/ 10,805/c/ 794 7.35 4,160 76 7.34
Domestic loans:
Consumer--residential first mortgages 32,012 1,913 5.97 37,291 695 7.46
Consumer--residential junior mortgages 13,196 1,009 7.65 14,625 312 8.48
Consumer--credit card 7,280 1,139 15.65 8,338 296 14.24
Other consumer 11,847 1,217 10.27 18,731 457 9.68
Commercial and industrial 23,643 1,665 7.04 33,454 669 7.95
Commercial loans secured by real estate 9,407 757 8.04 12,185 269 8.82
Financial institutions 2,142 108 5.06 2,695 29 4.29
Lease financing 1,675 129 7.70 2,508 51 8.15
Construction and development loans secured by real estate 3,948 307 7.78 2,402 61 10.13
Loans for purchasing or carrying securities 1,814 92 5.06 1,565 28 7.08
Agricultural 1,641 129 7.87 1,486 32 8.51
Other 1,244 76 6.10 1,241 17 5.33
-------- ------- -------- -------
Total domestic loans 109,849 8,541 7.77 136,521 2,916 8.52
Foreign loans 18,572 1,273 6.86 25,024 475 7.55
-------- ------- -------- -------
Total loans/c/ 128,421 9,814 7.64 161,545 3,391 8.37
-------- ------- -------- -------
Total earning assets 168,222 $12,408 7.38 206,315 $ 4,244 8.20
======= =======
Nonearning assets 37,366 42,682
Less: Allowance for credit losses 3,520 3,520
-------- --------
TOTAL ASSETS/f/ $202,068 $245,477
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Domestic interest-bearing deposits:
Transaction $ 13,761 $ 160 1.16% $ 9,287 $ 30 1.32%
Savings 14,427 294 2.04 12,479 64 2.04
Money market 32,625 818 2.51 31,699 243 3.04
Time 28,259 864 3.06 30,357 415 5.44
-------- ------- -------- -------
Total domestic interest-bearing deposits 89,072 2,136 2.40 83,822 752 3.57
Foreign interest-bearing deposits/g/:
Banks located in foreign countries 6,771 421 6.23 12,318 182 5.87
Governments and official institutions 4,646 217 4.67 9,996 130 5.17
Time, savings, and other 11,371 563 4.95 19,657 342 6.92
-------- ------- -------- -------
Total foreign interest-bearing deposits 22,788 1,201 5.27 41,971 654 6.20
-------- ------- -------- -------
Total interest-bearing deposits 111,860 3,337 2.98 125,793 1,406 4.45
Federal funds purchased 611 27 4.48 1,553 20 5.22
Securities sold under repurchase agreements 6,455 351 5.44 10,457 155 5.90
Other short-term borrowings 4,231 275 6.50 16,453 254 6.14
Long-term debt 13,920 810 5.82 15,435 266 6.86
Subordinated capital notes 606 42 6.84 355 7 7.66
-------- ------- -------- -------
Total interest-bearing liabilities 137,683 $ 4,842 3.52 170,046 $ 2,108 4.93
======= =======
Domestic noninterest-bearing deposits 31,938 35,585
Foreign noninterest-bearing deposits 1,498 1,435
Other noninterest-bearing liabilities 13,258 17,429
-------- --------
Total liabilities/f/ 184,377 224,495
Trust preferred securities/h/ - 366
Stockholders' equity 17,691 20,616
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $202,068 $245,477
======== ========
Interest income as a percentage of average earning assets 7.38% 8.20%
Interest expense as a percentage of average earning assets (2.88) (4.07)
------ ------
Net Interest Margin 4.50% 4.13%
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[Enlarge/Download Table]
Fourth Quarter 1995
------------------------------------
(dollar amounts in millions) Balance/a/ Interest/b/ Rate/b/
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ASSETS
Interest-bearing deposits in banks $ 5,962 $ 119 7.91%
Federal funds sold 392 5 5.51
Securities purchased under resale agreements 8,204 147 7.09
Trading account assets 9,568 200 8.28
Available-for-sale securities/d/ 9,951 196 7.86
Held-to-maturity securities/d/ 6,614 120 7.22
Domestic loans:
Consumer--residential first mortgages 36,361 674 7.42
Consumer--residential junior mortgages 13,691 306 8.85
Consumer--credit card 8,750 318 14.55
Other consumer 15,633 389 9.87
Commercial and industrial 31,940 666 8.27
Commercial loans secured by real estate 10,768 241 8.95
Financial institutions 2,786 34 4.89
Lease financing 1,876 26 5.53
Construction and development loans secured by real estate 3,237 84 10.23
Loans for purchasing or carrying securities 1,284 22 6.83
Agricultural 1,572 37 9.44
Other 1,410 23 6.59
-------- -------
Total domestic loans 129,308 2,820 8.68
Foreign loans 22,588 468 8.22
-------- -------
Total loans/c/ 151,896 3,288 8.62
-------- -------
Total earning assets 192,587 $ 4,075 8.42
=======
Nonearning assets 43,286
Less: Allowance for credit losses 3,604
--------
TOTAL ASSETS/f/ $232,269
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Domestic interest-bearing deposits:
Transaction $ 13,165 $ 40 1.21%
Savings 13,216 70 2.08
Money market 28,271 221 3.11
Time 29,776 385 5.12
-------- -------
Total domestic interest-bearing deposits 84,428 716 3.36
Foreign interest-bearing deposits/g/:
Banks located in foreign countries 11,856 196 6.54
Governments and official institutions 7,446 106 5.67
Time, savings, and other 17,680 289 6.49
-------- -------
36,982 591 6.34
Total foreign interest-bearing deposits -------- -------
121,410 1,307 4.27
Total interest-bearing deposits
Federal funds purchased 2,492 35 5.60
Securities sold under repurchase agreements 9,051 147 6.44
Other short-term borrowings 9,653 168 6.88
Long-term debt 15,100 265 6.98
Subordinated capital notes 605 12 7.50
-------- -------
Total interest-bearing liabilities 158,311 $ 1,934 4.84
=======
Domestic noninterest-bearing deposits 34,350
Foreign noninterest-bearing deposits 1,539
Other noninterest-bearing liabilities 18,207
--------
Total liabilities/f/ 212,407
Trust preferred securities/h/ -
Stockholders' equity 19,862
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $232,269
========
Interest income as a percentage of average earning assets 8.42%
Interest expense as a percentage of average earning assets (3.98)
------
NET INTEREST MARGIN 4.44%
======
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/f/ The percentage of average total assets attributable to foreign operations
for the years ended December 31, 1996, 1995, and 1994 was 20 percent, 18
percent, and 18 percent, respectively. The percentage of average total
liabilities attributable to foreign operations for the same periods was 20
percent, 19 percent, and 18 percent, respectively.
/g/ Primarily consists of time deposits in denominations of $100,000 or more.
/h/ Trust preferred securities represent corporation obligated mandatorily
redeemable preferred securities of subsidiary trusts holding solely junior
subordinated deferrable interest debentures of the corporation.
7
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Net Interest Income Analysis
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[Enlarge/Download Table]
Year Ended December 31, 1996 over 1995 Year Ended December 31, 1995 over 1994
-------------------------------------- ---------------------------------------
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 $ (12) $ (1) $ (13) $ 69 $ 72 $ 141
Federal funds sold (1) (2) (3) (40) 17 (23)
Securities purchased under resale agreements 99 (64) 35 157 110 267
Trading account assets 275 (16) 259 188 81 269
Available-for-sale securities:
U.S. Treasury and other government agency securities (15) 4 (11) (84) 28 (56)
Mortgage-backed securities 92 (6) 86 35 46 81
Other domestic securities 7 3 10 11 2 13
Foreign securities 38 (39) (1) 65 68 133
------ ------
Total available-for-sale securities 84 171
Held-to-maturity securities:
U.S. Treasury and other government agency securities (19) (5) (24) (20) - (20)
Mortgage-backed securities (165) 19 (146) (179) (3) (182)
State, county, and municipal securities (2) (2) (4) (3) (1) (4)
Other domestic securities (5) (1) (6) (4) 1 (3)
Foreign securities (14) (8) (22) (56) (5) (61)
------ ------
Total held-to-maturity securities (202) (270)
Domestic loans:
Consumer-residential first mortgages 157 149 306 216 371 587
Consumer-residential junior mortgages 38 (65) (27) 51 192 243
Consumer-credit card 89 (35) 54 144 (53) 91
Other consumer 327 (6) 321 229 (47) 182
Commercial and industrial 166 (204) (38) 575 379 954
Commercial loans secured by real estate 82 (21) 61 100 100 200
Financial institutions 16 (35) (19) 20 15 35
Lease financing 19 17 36 11 (29) (18)
Construction and development loans
secured by real estate (60) (12) (72) (50) 116 66
Loans for purchasing or carrying securities (2) (3) (5) (30) 29 (1)
Agricultural (5) (15) (20) (2) 30 28
Other (14) (2) (16) 9 6 15
------ ------
Total domestic loans 581 2,382
Foreign loans 186 (115) 71 239 280 519
------ ------
Total loans 652 2,901
------ ------
Net Increase $ 812 $3,456
====== ======
Interest Expense
Domestic interest-bearing deposits:
Transaction $ (13) $ 3 $ (10) $ (6) $ 5 $ (1)
Savings (15) (4) (19) (18) 6 (12)
Money market (9) 44 35 (95) 147 52
Time 6 68 74 56 551 607
------ ------
Total domestic interest-bearing deposits 80 646
Foreign interest-bearing deposits:
Banks located in foreign countries 166 (82) 84 229 29 258
Governments and official institutions 147 (42) 105 119 61 180
Time, savings, and other 188 (21) 167 279 223 502
------ ------
Total foreign interest-bearing deposits 356 940
------ ------
Total interest-bearing deposits 436 1,586
Federal funds purchased (40) (12) (52) 93 11 104
Securities sold under repurchase agreements 156 (42) 114 162 68 230
Other short-term borrowings 319 (66) 253 343 12 355
Long-term debt (12) (32) (44) 76 181 257
Subordinated capital notes (15) 2 (13) - 4 4
------ ------
Net Increase $ 694 $2,536
====== ======
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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
40 percent.
8
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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, 1996 Year Ended December 31, 1995
------------------------------------------------- ------------------------------------------------
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 $ 1,440 $ 97 6.72% 6.70% $1,659 $108 6.49% 6.45%
Mortgage-backed securities 6,305 431 6.83 6.82 4,962 344 6.94 6.89
Other domestic securities 786 44 5.64 6.61 660 34 5.22 5.84
Foreign securities 2,852/c/ 276 9.69/d/ 9.19/d/ 2,487/c/ 278 11.17/d/ 10.10/d/
------------------------------------------------------------------------------------------------------------------------------------
$11,383 $848 7.45% 7.42% $9,768 $764 7.83% 7.64%
--------------------------------====================================================================================================
Year Ended December 31, 1994
----------------------------------
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 $3,029 $164 5.41%
Mortgage-backed securities 4,410 263 5.88
Other domestic securities 427 21 5.00
Foreign securities 1,809/c/ 145 7.09
----------------------------------------------------------------------
$9,675 $593 5.95%
-------------------------------------=================================
Year Ended December 31, 1996 Year Ended December 31, 1995
------------------------------- -------------------------------
(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 $ 33 $ 2 4.95% $ 388 $ 26 6.72%
Mortgage-backed securities 2,308 175 7.60 4,490 321 7.15
State, county, and municipal securities 416 31 7.57 445 35 7.89
Other domestic securities 99 7 7.28 178 13 7.62
Foreign securities 1,491 107 7.15 1,691 129 7.62
----------------------------------------------------------------------------------------------------------
$4,347 $322 7.42% $7,192 $ 524 7.29%
--------------------------------------------==============================================================
Year Ended December 31, 1994
-------------------------------------
(dollar amounts in millions) Balance/a/ Interest/b/ Rate/b/
-------------------------------------------------------------------------------
HELD-TO-MATURITY SECURITIES
U.S. Treasury and other government
agency securities $ 689 $ 46 6.72%
Mortgage-backed securities 6,985 503 7.20
State, county, and municipal securities 479 39 8.12
Other domestic securities 224 16 7.11
Foreign securities 2,428/c/ 190 7.83
-------------------------------------------------------------------------------
$10,805 $794 7.35%
-------------------------------------------====================================
Fourth Quarter 1996 Fourth Quarter 1995
---------------------------------------------- -----------------------------------------------
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 $ 1,346 $ 23 6.74% 6.72% $1,665 $ 27 6.32% 6.36%
Mortgage-backed securities 6,566 113 6.87 6.90 4,927 85 6.91 6.97
Other domestic securities 926 12 5.44 6.43 720 9 5.31 6.06
Foreign securities 2,925/c/ 62 8.38 8.06 2,639/c/ 75 11.31/d/ 10.46/d/
-----------------------------------------------------------------------------------------------------------------------------------
$11,763 $210 7.12% 7.15% $9,951 $196 7.86% 7.81%
----------------------------------------===========================================================================================
Fourth Quarter 1996 Fourth Quarter 1995
------------------------------------ ----------------------------------
(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 $ 19 $ - 5.51% $ 289 $ 5 6.42%
Mortgage-backed securities 2,190 42 7.60 4,169 75 7.18
State, county, and municipal securities 401 7 7.55 452 9 7.99
Other domestic securities 58 1 7.12 165 3 7.39
Foreign securities 1,492 26 6.93 1,539 28 7.24
------------------------------------------------------------------------------------------------------------------------------------
$4,160 $76 7.34% $6,614 $120 7.22%
--------------------------------------------------------------======================================================================
====================================================================================================================================
/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 adjustments are based on a marginal tax rate
of 40 percent.
/c/Average balances include nonaccrual assets.
/d/Rates reflect interest received on nonaccrual debt-restructuring par bonds.
9
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====================================================================================================================================
Available-for-Sale and Held-to-Maturity Securities
Carrying Value and Yield by Contractual Maturity Date
====================================================================================================================================
Available-for-Sale Securities Held-to-Maturity Securities
----------------------------- ---------------------------
December 31, 1996/a/ December 31, 1996
----------------------------- ---------------------------
(dollar amounts in millions) Amount Yield/b/ Amount Yield/b/
------------------------------------------------------------------------------------------------------------------------------------
DUE IN ONE YEAR OR LESS
U.S. Treasury and other government agency securities $ 645 7.05% $ 16 5.25%
Mortgage-backed securities - - - -
State, county, and municipal securities - - 86 4.62
Other securities 905 5.91 224 6.79
------- -------
1,550 6.39 326 6.14
DUE AFTER ONE YEAR THROUGH FIVE YEARS
U.S. Treasury and other government agency securities 56 6.85 1 4.75
Mortgage-backed securities 7 7.76 62 7.95
State, county, and municipal securities - - 116 5.45
Other securities 1,791 8.61 113 7.00
------- -------
1,854 8.56 292 6.58
DUE AFTER FIVE YEARS THROUGH TEN YEARS
U.S. Treasury and other government agency securities 449 6.10 - -
Mortgage-backed securities 91 6.20 635 7.09
State, county, and municipal securities 1 5.00 87 5.31
Other securities 162 7.93 35 6.88
------- -------
703 6.53 757 6.88
DUE AFTER TEN YEARS
U.S. Treasury and other government agency securities 344 6.74 2 4.50
Mortgage-backed securities 6,524 6.91 1,466 7.45
State, county, and municipal securities 1 5.03 134 5.31
Other securities 840 6.64 1,161 7.09
------- -------
7,709 6.87 2,763 7.20
------- -------
$11,816 $ 4,138
======= =======
--------------------------------------------------------------------------------
/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
54 of Note 1 and Note 7 on pages 60 and 61 of the 1996 Annual Report to
Shareholders.
10
================================================================================
LOAN PORTFOLIO Loan Outstandings by Type
=================================================================
Information on loan outstandings by type is
incorporated by reference from page 29 of the 1996
Annual Report to Shareholders.
Maturity Distribution and Interest Rate
Characteristics of Certain Types of Loans
=================================================================
[Enlarge/Download Table]
Remaining Maturities as of December 31, 1996
-------------------------------------------------
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 $ 3,404 $ 3,103 $ 5,981 $12,488
Construction and development
secured by real estate 1,565 508 179 2,252
Commercial and industrial,
financial institutions,
and agricultural 23,945 11,530 2,734 38,209
Foreign loans 17,323 4,409 4,744 26,476
---------------------------------------------------------------------------------------
$46,237 $19,550 $13,638 $79,425
-----------------------------------------==============================================
LOANS DUE AFTER ONE YEAR
Predetermined interest rates $ 4,794 $ 5,406 $10,200
Floating or adjustable interest rates 14,756 8,232 22,988
---------------------------------------------------------------------------------------
$19,550 $13,638 $33,188
-------------------------------------------------------================================
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.
11
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===================================================================================================================================
Cross-Border Outstandings Exceeding One Percent of Total Assets
===================================================================================================================================
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 1996 $ 23 $1,285 $1,852 $3,160 1.26%
1995 7 2,253 2,546 4,806 2.07
1994 17 1,248 2,292 3,557 1.65
South Korea 1996 - 1,327 1,453 2,780 1.11
1995 106 1,189 1,143 2,438 1.05
1994 - 864 935 1,799 0.83
Italy 1996 486 154 1,877 2,517 1.00
1995 172 101 2,500 2,773 1.19
1994 57 119 1,371 1,547 0.72
-----------------------------------------------------------------------------------------------------------------------------------
/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, 1996, total unfunded commitments of the countries listed,
whose unfunded commitments exceeded 10 percent of their respective cross-
border outstandings, were as follows: Japan, $696 million and South Korea,
$344 million.
/c/Included in the cross-border outstandings of the countries listed are loans
and other interest-bearing assets on nonaccrual status of $17 million and $18
million for Japan at December 31, 1995 and 1994, 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 except $2,000 million and $1,982 million for Spain at December 31,
1996 and 1994, respectively.
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, 1996, 1995, and 1994. The par bonds had a carrying value of $1,202
million, $1,162 million, and $1,109 million at December 31, 1996, 1995, and
1994, respectively. At December 31, 1996, the par bonds had a total fair
value of approximately $1,015 million. Certain of these par bonds were
recorded in available-for-sale securities and carried at their fair value of
$345 million at December 31, 1996, 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,
1996, this collateral had a fair value of approximately $310 million. Future
interest payments for a rolling eighteen-month period are also collateralized
by additional U.S. dollar-denominated securities permitted by the agreement.
Mexico's cross-border outstandings also excluded additional securities of $30
million at December 31, 1996, 1995, and 1994, 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 page 32, pages 38 through 40, and Note 8 on page 61 of the
1996 Annual Report to Shareholders.
12
================================================================================
Off-Balance-Sheet Credit-Related Financial Instruments
====================================================================
Information on off-balance-sheet credit-related financial
instruments is incorporated by reference from page 38 and
pages 72 and 73 of Note 24 of the 1996 Annual Report to
Shareholders.
Nonperforming Assets
====================================================================
Information on nonperforming assets is incorporated by
reference from pages 36 through 38 of the 1996 Annual Report
to Shareholders.
Interest Income Foregone on Nonaccrual Assets
====================================================================
[Enlarge/Download Table]
Year Ended
(in millions) December 31, 1996
----------------------------------------------------------------------------------------------
Domestic
Interest income that would have been recognized had the assets performed in
accordance with their original terms $241
Less: Interest income included in the results of operations 70
----------------------------------------------------------------------------------------------
Domestic interest income foregone 171
Foreign
Interest income that would have been recognized had the assets performed in
accordance with their original terms 25
Less: Interest income included in the results of operations 18
----------------------------------------------------------------------------------------------
Foreign interest income foregone 7
----------------------------------------------------------------------------------------------
$178
----------------------------------------------------------------------------------------------
Information on nonaccrual loan accounting policies and interest
income foregone on restructured loans is incorporated by
reference from pages 54 through 55 of Note 1, and Notes 8 and 9
on pages 61 through 62 of the 1996 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 37 of the
1996 Annual Report to Shareholders.
13
================================================================================
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 1996 Annual Report to Shareholders.
ALLOWANCE FOR FOREIGN CREDIT LOSSES/a/
================================================================
[Enlarge/Download Table]
Year Ended December 31
-------------------------------------------------------------
(in millions) 1996 1995 1994 1993 1992
--------------------------------------------------------------------------------------------------------
BALANCE, BEGINNING OF YEAR $428 $391 $322 $ 559 $ 808
Credit losses 39 15 42 36 126
Credit loss recoveries 60 99 124 66 174
--------------------------------------------------------------------------------------------------------
Net credit recoveries 21 84 82 30 48
Provision for credit losses (26) (54) - - 3
Losses on the sale or swap of loans
to restructuring countries - - - (3) (72)
Other net additions (deductions) 2 7 (13) (264)/ab/ (228)/a/
--------------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR $425 $428 $391 $ 322 $ 559
========================================================================================================
/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 and $212 million in
1993 and 1992, 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 1996 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
====
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DECEMBER 31, 1996
----------------------------------------
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 $ 5,431 $310
After three months through six months 2,122 33
After six months through twelve months 1,552 22
After twelve months 1,909 72
------------------------------------------------------------------------------------------
$11,014 $437
------------------------------------------------------------------------------------------
==========================================================================================
14
================================================================================
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, 1996, 1995, and 1994
are incorporated by reference from page 17 of the 1996 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
-------------------------------------------------------------------------------------------------------
1996
Federal funds purchased/a/ $ 2,740 $ 2,176 5.21% $ 1,492 5.29%
Securities sold under repurchase
agreements/a/ 15,102 7,644 5.98 11,702 5.94
Other short-term borrowings 17,566 17,566 6.08 14,448 6.11
-------------------------------------------------------------------------------------------------------
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
=======================================================================================================
/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 has intensified due to recently
enacted federal and state interstate banking laws, which
permit banking organizations to expand geographically. Such
laws 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 services that previously have been
traditional banking products. In addition, customers now
15
===============================================================================
expect a choice of several delivery systems and channels,
including telephone, mail, home computer, ATMs, self-service
branches, and in-store 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
significantly impacted 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 continuously 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
Illinois, which, as a state bank member of the Federal Reserve
System, is primarily regulated by the FRB and a state banking
regulator. FSB is subject to the regulatory authority of the
Office of Thrift Supervision ("OTS") and the FRB. Further, all
domestic depository institution subsidiaries of BAC
16
================================================================================
that are insured institutions are subject to the authority of
the FDIC. The activities of the Parent's broker-dealers, which
include BancAmerica 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 29 on pages 81 through 83 of the 1996 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, 1996, 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 45 through 47 and Note 19
on pages 66 and 67 of the 1996 Annual Report to Shareholders.
17
================================================================================
As deposits of BAC's subsidiary banks are insured by the Bank
Insurance Fund (BIF) administered by the FDIC, such
subsidiaries are subject to FDIC insurance assessments. For
purposes of determining insurance premium assessments, the
FDIC places each insured bank in one of nine risk categories
based on its level of capital and other relevant information
(such as supervisory evaluations). Assessment rates for
deposit insurance premiums currently range from zero percent
to 0.27 percent, depending on the assessment category into
which the insured institution is placed.
Deposits of BAC's subsidiary savings association and portions
of the deposits of BAC subsidiary banks are insured by the
Savings Association Insurance Fund (SAIF) administered by the
FDIC. The portion of the average assessment base that is
attributable to the adjusted amount of deposits acquired from
savings associations is treated as SAIF deposits and is
assessed at the rate applicable to SAIF members in the same
risk category. Those rates effectively range from zero percent
to 0.27 percent.
Under legislation enacted in 1996, beginning January 1, 1997,
BIF member institutions will begin sharing in the cost of
funding Financing Corporation (FICO) interest payments. The
cost of funding these interest payments will be in the form of
an assessment on both BIF and SAIF insured deposits. The
assessment rate will be lower for BIF deposits than for SAIF
deposits. Actual rates will fluctuate over time depending on
the amount of deposits insured by the BIF and SAIF at the time
the assessment is made.
D. KEY LEGISLATIVE AND REGULATORY DEVELOPMENTS
1. Interstate Banking
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 interstate legislation. However, Texas
has "opted out".
2. Pending Legislation And Regulation
During 1996, 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.
18
================================================================================
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, 1996, the actual number of persons employed by
BAC was 92,100. On a full-time-equivalent basis, BAC's staff
level was 78,000 at December 31, 1996.
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.
19
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 17, 18, 45 through 47, Note 29 on
pages 81 through 83, and Note 31 on page 85 of the 1996 Annual
Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------
Selected financial data is incorporated by reference from
pages 17 and 18 of the 1996 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 17 through 47 of the 1996 Annual Report to Shareholders.
FORWARD-LOOKING From time to time, the Parent makes forward-looking
STATEMENTS statements. Forward-looking statements include financial
projections, statements of plans and objectives for future
operations, statements of future economic performance, and
statements of assumptions relating thereto.
The Parent may include forward-looking statements in its
periodic reports to the Securities and Exchange Commission on
Forms 10-K, 10-Q, and 8-K, in its annual report to
shareholders, in its proxy statement, in other written
materials, and in statements made by senior management to
analysts, institutional investors, representatives of the
media, and others.
By their very nature, forward looking statements are subject
to uncertainties, both general and specific, and risks exist
that predictions, forecasts, projections and other forward-
looking statements will not be achieved. Actual results may
differ materially due to a variety of factors. Among the
uncertainties to which the Parent's forward-looking statements
are subject are credit risk, market risk, liquidity risk,
operational risk, settlement risk, and capital risk. See pages
39 through 47 of the Parent's 1996 Annual Report to
Shareholders for a discussion of these risks. In addition,
various events can create uncertainties to which the Parent's
forward-looking statements are subject. These events include,
but are not limited to, technological changes; the effects of
competition or of legislative or regulatory developments (see
"Competition" and "Supervision and Regulation" on pages 15
through 19); changes in fiscal monetary and tax policies of
the United States and other countries in which the Parent does
business; political or social developments, including war,
civil unrest or terrorist activity; the possibility of foreign
exchange controls, expropriation, nationalization or
20
================================================================================
confiscation of assets in countries in which the Parent
conducts business; and natural disasters (including
earthquakes). When relying on forward-looking statements to
make decisions with respect to the Parent, investors and
others should carefully consider these and other uncertainties
and events, whether or not the statements are described as
forward-looking.
Forward-looking statements made by the Parent are intended to
apply only at the time they are made, unless explicitly stated
to the contrary. Moreover, whether or not stated in connection
with a forward-looking statement, the Parent undertakes no
obligation to correct or update a forward-looking statement
should the Parent later become aware that it is not likely to
be achieved. If the Parent were to update or correct a
forward-looking statement, investors and others should not
conclude that the Parent will make additional updates or
corrections thereafter.
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 49 through 85 of the
1996 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.
21
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 the 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 22, 1997
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,
1997 is set forth below.
[Download Table]
Name Age Position with Registrant
---- --- ------------------------
David A. Coulter 49 Chairman of the Board, President,
and Chief Executive Officer
Kathleen J. Burke 45 Vice Chairman and Personnel Relations Officer
Jack L. Meyers 54 Vice Chairman
Michael J. Murray 52 Vice Chairman
Michael E. O'Neill 50 Vice Chairman and Chief Financial Officer
Thomas E. Peterson 61 Vice Chairman
Michael E. Rossi 52 Vice Chairman
Martin A. Stein 56 Vice Chairman
DAVID A. COULTER was appointed Chairman of the Board on May
23, 1996 and as 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.
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.
22
================================================================================
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. Murray 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.
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 22, 1997 or on their earlier retirement,
resignation, or removal. There is no family relationship
among any such officers.
23
================================================================================
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 Director 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 22, 1997 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 22, 1997 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 22, 1997 Annual Meeting of Shareholders.
24
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 1996 Annual Report to
Shareholders. Page number references are to the 1996
Annual Report to Shareholders.
[Enlarge/Download Table]
PAGE
BankAmerica Corporation:
Report of Independent Auditors......................................................... 49
Consolidated Statement of Operations--
Years Ended December 31, 1996, 1995, and 1994....................................... 50
Consolidated Balance Sheet--December 31, 1996 and 1995................................. 51
Consolidated Statement of Cash Flows--Years Ended December 31, 1996,
1995, and 1994...................................................................... 52
Consolidated Statement of Changes in Stockholders' Equity--
Years Ended December 31, 1996, 1995, and 1994....................................... 53
Notes to Consolidated Financial Statements............................................. 54
--------------------------------------------------------------------------------
(a)(2) FINANCIAL Schedules to the consolidated financial statements (Nos.
STATEMENT I 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 percent 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. X
25
================================================================================
[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, 14, and 15 on pages 62
through 64 of the 1996 Annual Report to
Shareholders. None of such debt exceeds 10
percent 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 9/30/94 10
Nonofficer Directors, as amended./a/ 12/31/95 10(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 X
Plan, as amended./a/
10.d. BankAmerica Corporation Senior Management 12/31/93 10(d)
Incentive Plan, as amended (formerly the 12/31/95 10(d)
"Annual Management Incentive Plan")./a/
10.e. Supplemental Retirement Plan (formerly the
"Supplemental CareerAccounts Plan")./a/ X
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/ 9/30/96 10
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 Seattle-First
National Bank./a/
10.l. Supplemental Benefits Agreement dated July 9, 1990 12/31/95 10(l)
and December 6, 1990 between M.A. Stein and
the Parent./a/
10.m. Change-in-Control Severance Pay Program./a/ 12/31/95 10(o)
----------------------
/a/Management contract or compensatory plan, contract, or arrangement.
26
================================================================================
[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.n. Continental Illinois Corporation 1979 Stock Option X
Plan, as amended./a/
10.o. Continental Bank Corporation 1982 Performance, X
Resticted Stock and Stock Option Plan, as amended./a/
10.p. Continental Bank Corporation 1991 Equity X
Performance Incentive Plan, as amended./a/
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. 1996 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 1996, the Parent filed reports
FORM 8-K on Form 8-K dated October 16, 1996, December 12, 1996, and
December 19, 1996. The October 16, 1996 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 December 12, 1996 report disclosed, pursuant
to Item 5 of the report, a fourth quarter restructuring
charge as a result of the restructuring of the Parent's
business activities. The December 19, 1996 report filed,
pursuant to Items 5 and 7 of the report, a copy of the
Parent's press release titled "BA Merchant Services, Inc.
Announces Public Offering of 14 Million Shares of Class A
Common Stock; BankAmerica Corporation Expects $145 Million
Fourth-Quarter After-Tax Gain." After the fourth quarter of
1996, the Parent filed reports on Form 8-K dated January 15,
1997, February 3, 1997, and March 3, 1997. The January 15,
1997 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 3, 1997 report filed,
pursuant to Items 5 and 7 of the report, a copy of the
Parent's press release titled "BankAmerica Board Extends
Stock Repurchase Program, Increases Common Stock Dividend,
Approves Premium Price Stock Option Plan." The March 3, 1997
report filed, pursuant to Items 5 and 7 of the report, a copy
of the Parent's press release titled, "BankAmerica Announces
Intention to Split Stock."
27
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 14, 1997 BANKAMERICA CORPORATION
/s/ JOHN J. HIGGINS
---------------------
(John J. Higgins
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/ DAVID A. COULTER Chairman of the Board, 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/ JOHN J. HIGGINS Executive Vice President
------------------------------- and Chief Accounting Officer
(John J. Higgins)
[Download Table]
Directors:
JOSEPH F. ALIBRANDI* Director DONALD E. GUINN* Director
JILL E. BARAD* Director FRANK L. HOPE, JR.* Director
PETER B. BEDFORD* Director IGNACIO E. LOZANO, JR.* Director
ANDREW F. BRIMMER* Director WALTER E. MASSEY* Director
RICHARD A. CLARKE* Director JOHN M. RICHMAN* Director
TIMM F. CRULL* Director RICHARD M. ROSENBERG* Director
KATHLEEN FELDSTEIN* Director A. MICHAEL SPENCE* Director
SOLOMON D. TRUJILLO* Director
A majority of the members of the Board of Directors.
*By /s/ CHERYL A. SOROKIN
-------------------------------
(Cheryl A. Sorokin, Attorney-in-Fact)
Dated: March 14, 1997
28
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 - 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 CORPORATION APPEARS HERE]
BankAmerica
NL-9 3-97
(Receycled 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. X
4.a. The Parent and certain of its consolidated
subsidiaries have outstanding certain long-term
debt. See Notes 13, 14, and 15 on pages 62
through 64 of the 1996 Annual Report to
Shareholders. None of such debt exceeds 10
percent 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 9/30/94 10
Nonofficer Directors, as amended./a/ 12/31/95 10(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 X
Plan, as amended./a/
10.d. BankAmerica Corporation Senior Management 12/31/93 10(d)
Incentive Plan, as amended (formerly the 12/31/95 10(d)
"Annual Management Incentive Plan")./a/
10.e. Supplemental Retirement Plan (formerly the
"Supplemental CareerAccounts Plan")./a/ X
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/ 9/30/96 10
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 Seattle-First
National Bank./a/
10.l. Supplemental Benefits Agreement dated July 9, 1990 12/31/95 10(l)
and December 6, 1990 between M.A. Stein and
the Parent./a/
10.m. Change-in-Control Severance Pay Program./a/ 12/31/95 10(o)
10.n. Continental Illinois Corporation 1979 Stock Option X
Plan, as amended./a/
10.o. Continental Bank Corporation 1982 Performance, X
Resticted Stock and Stock Option Plan, as amended./a/
10.p. Continental Bank Corporation 1991 Equity X
Performance Incentive Plan, as amended./a/
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. 1996 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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