<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 20, 1994
(Date of earliest event reported)
BankAmerica Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-7377 94-1681731
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
Bank of America Center
555 California Street
San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
415-622-3530
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
Attached hereto as Exhibit 99 is a copy of BankAmerica
Corporation's press release dated April 20, 1994 titled
"BankAmerica First Quarter Earnings."
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit Number Description
99 BankAmerica Corporation press release dated April 20,
1994 titled "BankAmerica First Quarter Earnings."
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
BANKAMERICA CORPORATION
(Registrant)
Date: April 20, 1994
By /s/ Paul R. Ogorzelec
Paul R. Ogorzelec
Senior Vice President
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
99 BankAmerica Corporation
press release dated
April 20, 1994
titled "BankAmerica
First Quarter
Earnings."
<PAGE>
Exhibit 99
BankAmerica Corporation News
For Release:
Contact: Peter Magnani
(415) 953-2418
BANKAMERICA FIRST QUARTER EARNINGS
SAN FRANCISCO, April 20, 1994 -- BankAmerica Corporation
today reported first-quarter 1994 earnings per share of $1.27
based on earnings of $513 million. Earnings per share for the
first quarter of 1993 were $1.19, based on earnings of
$484 million.
"First-quarter results are encouraging in a number of areas,"
Richard M. Rosenberg, Chairman and Chief Executive Officer, said.
"Earnings per share were up. Average loan outstandings, adjusted
for certain reclassifications, have increased in each of the past
two quarters. And, credit quality indicators continued to
improve, enabling the corporation to lower its loan loss
provision. In addition, noninterest expenses declined, and we
achieved -- ahead of schedule -- the quarterly savings rate
required for us to meet our $1.2 billion goal for annual expense
reductions from the Security Pacific merger."
Rosenberg cited Large Corporate and Foreign Banking, California
Consumer Banking, and Seafirst Corporation as being the strongest
business-sector contributors to the corporation's first-quarter
earnings. "Despite these encouraging results," Rosenberg added,
"we continue to focus on our earnings per share and the need to
bring expenses into better alignment with revenues in our various
businesses.
"As we celebrate our 90th anniversary later this year, we
will continue to seek ways to enhance our products and customer
service, with the objective of improving and strengthening both
our financial performance and shareholder value," Rosenberg
concluded.
Results of Operations
Net interest income for the first quarter of 1994 was down
$49 million, or 3 percent, from the amount reported for the first
quarter of 1993. The corporation's net interest margin for the
first quarter of 1994 was 27 basis points lower than the first
quarter of 1993.
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The provision for credit losses was $125 million in the first
quarter of 1994, down $123 million from the amount reported in
the first quarter of 1993. This decrease primarily reflected
improved credit quality in various portfolio sectors.
Noninterest income for the first quarter of 1994 decreased
$86 million from the amount reported in the same period last
year. In the first quarter of 1993, noninterest income included
$38 million of nonrecurring income representing previously
unrecognized post-merger 1992 earnings of Bank of America (Asia)
Limited, formerly Security Pacific Asia Bank, Ltd. Excluding this
nonrecurring income, the decline in total noninterest income was
due to a $90 million decrease in trading income, resulting from
less favorable market conditions. However, total fees and
commissions for the first quarter of 1994 were approximately the
same as in the comparable period last year.
Noninterest expense for the first quarter of 1994 decreased
$51 million from the amount reported in the comparable period of
1993 to its lowest level since the merger with Security Pacific
Corporation. This achievement demonstrates management's continued
efforts to focus on controlling the corporation's operating
costs.
Balance Sheet Analysis
Average total assets for the first quarter of 1994 were
$8.2 billion higher than in the previous quarter. Of this
increase, $7.0 billion was due to the first-quarter adoption of
Financial Accounting Standards Board Interpretation No. 39,
"Offsetting of Amounts Related to Certain Contracts."
Average total loans for the first quarter of 1994 were
$2.6 billion lower than in the previous quarter due to
reclassifications made primarily in connection with the adoption
of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities." Excluding these reclassifications, average total
loans grew $0.2 billion.
Credit quality continued to improve during the first quarter
of 1994. Total nonaccrual assets decreased $388 million, or
13 percent, from their December 31, 1993 level. This decline,
which was primarily in nonaccrual construction and development
and commercial and industrial loans, was largely the result of
paydowns and loans restored to accrual status. In addition, net
credit losses for the first quarter of 1994 totaled $174 million,
down $142 million from the amount reported in the same period
last year.
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<PAGE>
In connection with the pending acquisition of Continental Bank
Corporation, BankAmerica Corporation implemented its previously
announced plan to repurchase approximately $500 million of its
common stock. As of March 31, 1994, BankAmerica Corporation had
completed approximately 70 percent of its goal by repurchasing
8.2 million shares of its common stock on the open market. These
shares were repurchased for $345 million, thereby reducing total
stockholders' equity by that amount.
#####
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<PAGE>
BankAmerica Corporation and Subsidiaries
Financial Highlights
Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities," was adopted by the corporation effective
January 1, 1994. SFAS No. 115 requires that debt and equity
securities for which the corporation does not have the
positive intent or ability to hold to maturity and that are
not considered to be part of trading-related activities be
classified as available-for-sale securities and reported at
their fair values, with unrealized gains and losses reported
on a net-of-tax basis as a separate component of
stockholders' equity. Upon adoption of SFAS No. 115,
$5.6 billion of held-to-maturity securities were transferred
to available-for-sale securities. In addition, certain debt-
restructuring par bonds and other instruments issued by
foreign governments of $1.3 billion and $1.2 billion were
reclassified from loans to available-for-sale securities and
held-to-maturity securities, respectively.
Financial Accounting Standards Board Interpretation No. 39
(FIN 39), "Offsetting of Amounts Related to Certain
Contracts," was also adopted by the corporation effective
January 1, 1994. FIN 39 requires that unrealized gains on
forward, swap, option, and other conditional or exchange
contracts be recorded as assets and unrealized losses on
these contracts be recorded as liabilities. However,
unrealized gains and losses may be netted if right of set-
off criteria are met or contracts are executed under legally
enforceable master netting agreements with counterparties.
In the first quarter of 1994, the corporation netted
unrealized gains and losses wherever allowed by FIN 39.
Prior period amounts have not been restated since SFAS No.
115 does not allow retroactive application and the
corporation has elected not to restate prior periods under
FIN 39.
<TABLE>
<CAPTION>
Table 1
Summary of Results
First Fourth First
(dollar amounts in millions, Quarter Quarter Quarter
except per share data) 1994 1993 1993
<S> <C> <C> <C>
1 Net income $ 513 $ 496 $ 484
2 Earnings per common and common
equivalent share 1.27 1.21 1.19
3 Earnings per common share -
assuming full dilution 1.26 1.21 1.19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Table 2
Statistical Data
First Fourth First
Quarter Quarter Quarter
1994 1993 1993
<S> <C> <C> <C>
Rate of return (based
on net income) on:
1 Average total assets 1.07% 1.06% 1.06%
2 Average common stockholders'
equity 13.00 12.48 13.56
3 Net interest margin /a/ 4.46 4.66 4.73
4 Full-time-equivalent staff
at period end (in thousands) 78.2 79.2 82.3
5 Employees at period
end (in thousands) 94.7 96.4 99.2
</TABLE>
/a/ The net interest margin is computed on a taxable-
equivalent basis. The taxable-equivalent basis
adjustments to net interest income were $6 million
for the first quarter of 1994, $6 million for the
fourth quarter of 1993, and $5 million for the
first quarter of 1993.
<PAGE>
<TABLE>
<CAPTION>
BankAmerica Corporation and Subsidiaries
Financial Highlights
Table 3
Credit Quality Ratios
March 31 Dec. 31 March 31
1994 1993 1993
<S> <C> <C> <C>
1 Allowance for credit losses to
total loans 2.79% 2.78% 3.11%
2 Allowance for credit losses to
total nonaccrual assets 137.92 121.57 77.55
3 Annualized ratio of net credit
losses to average total loan
outstandings for the quarter
ended 0.58 0.67 1.01
</TABLE>
<TABLE>
<CAPTION>
Table 4
Capital
March 31 Dec. 31 March 31
1994 1993 1993
<S> <C> <C> <C>
1 Total risk-based capital ratio/a/ 12.20%/b/ 12.00% 11.22%
2 Tier 1 risk-based capital ratio/a/ 7.60/b/ 7.61 6.55
3 Tier 1 leverage ratio/a/ 6.37/b/ 6.64 5.91
4 Common stockholders' equity to
total assets 7.04 7.58 7.10
5 Total stockholders' equity to
total assets 8.55 9.17 8.72
6 Total risk-based capital/a/
(in millions) $19,255/b/ $18,967 $18,083
7 Tier 1 risk-based capital/a/
(in millions) 12,055/b/ 12,019 10,549
</TABLE>
/a/ Due to the first-quarter 1993 adoption of SFAS No. 109,
"Accounting for Income Taxes", core deposit intangibles
(CDI) and other identifiable intangibles that are normally
deducted from Tier 1 capital under the current guidelines of
the federal banking regulators were estimated to be $500
million higher at March 31, 1994 and were $510 million
higher at December 31, 1993 and $554 million higher at
March 31, 1993, with corresponding increases in deferred
taxes. The federal banking regulators have not issued final
capital regulations on the adoption of SFAS No. 109 and are
currently considering whether such increased intangibles
should be deducted from capital. Management believes that
the increased amounts of CDI and other identifiable
intangibles resulting from the adoption of SFAS No. 109 do
not pose a risk to the corporation's capital and should not
be deducted from capital in determining capital ratios.
Pending final resolution of this issue by the banking
regulators, such amounts have not been deducted from capital
in determining the capital ratios shown above.
/b/ Estimated.
<PAGE>
<TABLE>
<CAPTION>
BankAmerica Corporation and Subsidiaries
Financial Highlights
Table 5
Common and Preferred Stock Data
March 31 Dec. 31 March 31
1994 1993 1993
<S> <C> <C> <C>
1 Book value per common share $39.67 $39.58 $36.95
2 Closing price per common share 39.38 46.38 50.25
3 Cash dividend per common share
for the quarter ended 0.40 0.35 0.35
4 Common stock dividends for the
quarter ended (in millions) 143 125 124
5 Preferred stock dividends for the
quarter ended (in millions) 60 60 60
6 Number of common shares outstanding
(in thousands) 350,029 357,912 354,069
7 Average number of common and common
equivalent shares outstanding for
the quarter ended (in thousands) 357,569 359,547 355,022
</TABLE>
<TABLE>
<CAPTION>
Table 6
Selected Average Balance Sheet Components
First Fourth First
Quarter Quarter Quarter
(in millions) 1994 1993 1993
<S> <C> <C> <C>
1 Loans $122,192 $124,824 $126,573
2 Earning assets 162,394 160,726 157,094
3 Total assets 194,880 186,706 185,216
4 Deposits 140,638 140,967 140,235
5 Common stockholders' equity 14,124 13,874 12,687
6 Total stockholders' equity 17,103 16,852 15,665
</TABLE>
<TABLE>
<CAPTION>
Table 7
Business Sectors
First Quarter 1994/a/
Average Average
(in billions, except for net Net Total Total
income which is in millions) Income Assets Deposits
<S> <C> <C> <C>
1 Large corporate and foreign $185 $ 65 $ 24
2 California consumer 153 55 66
3 Seafirst Corporation 70 15 12
4 Commercial real estate 62 9 2
5 Middle market 27 10 5
6 Private bank 5 2 5
7 Other non-California banks 2 22 24
8 Other 9 17 3
$513 $195 $141
</TABLE>
/a/ Amounts are preliminary and reflect any first-quarter 1994
changes in the corporation's organizational structure and in
its business-sector allocation methodologies.
<PAGE>
<TABLE>
<CAPTION>
BankAmerica Corporation and Subsidiaries
Financial Highlights
Table 8
Loan Outstandings
March 31 Dec. 31 March 31
(in millions) 1994 1993 1993
<S> <C> <C> <C>
Domestic
Consumer:
1 Secured by first mortgages on
residential properties $ 30,855 $ 30,306 $ 28,621
2 Installment/a/ 15,809 15,332 16,812
3 Credit card 7,162 7,474 7,641
4 Individual lines of credit/a/ 8,268 8,486 8,198
5 Other/a/ 397 382 304
6 Total consumer 62,491 61,980 61,576
Commercial:
7 Commercial and industrial 20,954 20,486 21,086
8 Loans secured by real estate 9,050 9,251 9,873
9 Construction and development
loans secured by real estate 3,991 4,418 6,222
10 Loans for purchasing or carrying
securities 2,934 3,090 1,070
11 Financial institutions 1,751 2,170 1,876
12 Lease financing 1,665 1,715 1,780
13 Agricultural 1,614 1,679 1,584
14 Other 1,224 1,370 1,198
15 Total commercial 43,183 44,179 44,689
16 Total domestic loans 105,674 106,159 106,265
Foreign
17 Commercial and industrial 11,748 11,448 10,923
18 Governments and official
institutions 787 3,429 3,654
19 Banks and other financial
institutions 1,955 2,279 1,762
20 Other 3,242 3,064 2,773
21 Total foreign loans 17,732 20,220 19,112
22 Total Loans $123,406 $126,379 $125,377
</TABLE>
/a/ Installment loans, individual lines of credit, and other
consumer loans included the following aggregate amounts
that were collateralized by junior mortgages on residential
real estate: $12,927 million at March 31, 1994,
$12,847 million at December 31, 1993, and $13,763 million
at March 31, 1993.
<PAGE>
<TABLE>
<CAPTION>
BankAmerica Corporation and Subsidiaries
Financial Highlights
Table 9
Assets Pending Disposition
March 31 Dec. 31 March 31
(in millions) 1994 1993 1993
<S> <C> <C> <C>
Merger-related assets pending
disposition: /a/
1 Assets under contract to sell
to MSREF /b/ $ 0 $ 0 $ 723
Loans held pending disposition:
Domestic commercial:
2 Commercial and industrial 3 3 143
3 Loans secured by real estate 28 28 74
4 Construction and development
loans secured by real estate 27 32 131
5 Other 0 0 2
6 Total domestic commercial 58 63 350
7 Foreign 57 77 179
8 Total loans held pending
disposition /c/ 115 140 529
9 Other real estate owned 23 35 129
10 Other assets /d/ 180 243 505
11 Total merger-related assets
pending disposition 318 418 1,886
12 Restructuring-country-related
assets /e/ 181 196 0
Loans held for sale in the normal
course of business:
Domestic:
13 Consumer-secured by first mort-
gages on residential properties 138 177 313
14 Commercial and industrial 487 554 386
15 Total loans held for sale
in the normal course
of business 625 731 699
16 Total Assets Pending
Disposition $1,124 $1,345 $2,585
</TABLE>
/a/ Consists primarily of former assets of Security Pacific
Corporation that were identified for accelerated disposition
as they were not deemed essential to the operating goals of
the corporation.
/b/ This balance includes certain merger-related assets pending
disposition at the following estimated net realizable values
at March 31, 1993: commercial and industrial loans of
$13 million, loans secured by real estate of $176 million,
construction and development loans secured by real estate of
$442 million, other real estate owned of $88 million, and
other assets of $4 million. These assets were sold on
June 30, 1993 to a partnership controlled by The Morgan
Stanley Real Estate Fund, L.P. (MSREF).
/c/ Includes loans of $103 million, $123 million, and
$457 million at March 31, 1994, December 31, 1993, and
March 31, 1993, respectively, that would have been on
nonaccrual status if they had been included in the
corporation's loan outstandings.
/d/ Includes subsidiaries and operations pending disposition of
$96 million, $137 million, and $300 million at March 31,
1994, December 31, 1993, and March 31, 1993, respectively.
/e/ Represents assets that would have been on nonaccrual status
if they had been included in the corporation's loan
outstandings and interest-bearing deposits in banks.
<PAGE>
<TABLE>
<CAPTION>
BankAmerica Corporation and Subsidiaries
Financial Highlights
Table 10
Selected Credit Quality Data
March 31 Dec. 31 March 31
(in millions) 1994 1993 1993
<S> <C> <C> <C>
Nonaccrual Assets:
1 Construction and development
loans secured by real estate $ 819 $1,037 $2,332
2 Commercial and industrial 448 588 918
3 Commercial loans secured by real
estate 553 570 737
4 Consumer 471 459 412
5 Foreign, excluding restructuring
country related 172 197 277
6 Total 2,463 2,851 4,676
7 Restructuring country related 35 35 357
8 Total Nonaccrual Assets $2,498 $2,886 $5,033
9 Restructured loans $ 142 $ 134 $ 90
10 Loans past due 90 days or more
and still accruing interest/a/ 482 578 645
11 Other real estate owned 553 517 522
</TABLE>
/a/ Includes consumer loans of $290 million, $328 million, and
$464 million at March 31, 1994, December 31, 1993, and
March 31, 1993, respectively.
<TABLE>
<CAPTION>
Table 11
Analysis of Change in Nonaccrual Assets
First Fourth First
Quarter Quarter Quarter
(in millions) 1994 1993 1993
<S> <C> <C> <C>
1 Balance, beginning of quarter $2,886 $3,928 $5,235
Additions:
2 Loans placed on nonaccrual
status 227 284 540
Deductions:
3 Restored to accrual status (195) (317) (92)
4 Transfers to other real
estate owned (72) (100) (217)
5 Charge-offs (40) (123) (76)
6 Restructuring-country-related
assets transferred to assets
pending disposition 0 (310) 0
7 Other, primarily payments (308) (476) (357)
8 Balance, End of Quarter $2,498 $2,886 $5,033
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BankAmerica Corporation and Subsidiaries
Financial Highlights
Table 12
Net Credit Losses (Recoveries)
First Fourth First
Quarter Quarter Quarter
(in millions) 1994 1993 1993
<S> <C> <C> <C>
Domestic consumer:
1 Secured by first mortgages
on residential properties $ 7 $ 10 $ 0
2 Credit card 90 95 122
3 Other consumer 65 67 85
Domestic commercial:
4 Commercial and industrial (9) 9 10
5 Loans secured by real estate 11 7 15
6 Construction and development
loans secured by real estate (1) 20 77
7 Loans for purchasing or carrying
securities, financial institutions,
lease financing, agricultural,
and other commercial (5) 0 6
8 Total domestic 158 208 315
Foreign:
9 Restructuring country related 0 (1) 0
10 Other foreign 16 5 1
11 Total foreign 16 4 1
12 Total Net Credit Losses $174 $212 $316
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BankAmerica Corporation and Subsidiaries
Consolidated Statement of Operations
First Fourth First
Quarter Quarter Quarter
(in millions) 1994 1993 1993
<S> <C> <C> <C>
Interest Income
1 Loans, including fees $2,206 $2,329 $2,429
2 Interest-bearing deposits
in banks 56 54 46
3 Federal funds sold 13 6 6
4 Securities purchased under
resale agreements 72 54 32
5 Trading account assets 111 102 76
6 Available-for-sale and held-to-
maturity securities 355 331 336
7 Total interest income 2,813 2,876 2,925
Interest Expense
8 Deposits 697 715 787
9 Federal funds purchased 3 4 5
10 Securities sold under repurchase
agreements 79 46 24
11 Other short-term borrowings 61 56 49
12 Long-term debt 169 177 186
13 Subordinated capital notes 10 13 31
14 Total interest expense 1,019 1,011 1,082
15 Net interest income 1,794 1,865 1,843
16 Provision for credit losses 125 150 248
17 Net interest income after
provision for credit losses 1,669 1,715 1,595
Noninterest Income
18 Deposit account fees 294 302 289
19 Credit card fees 82 95 82
20 Trust fees 67 72 71
21 Other fees and commissions 266 268 268
22 Trading income 74 101 164
23 Net securities gains 20 16 18
24 Net gain on sales of assets 45 45 27
25 Other income 155 220 170
26 Total noninterest income 1,003 1,119 1,089
Noninterest Expense
27 Salaries 710 729 710
28 Employee benefits 158 138 150
29 Occupancy 165 182 163
30 Equipment 146 174 140
31 Amortization of intangibles 105 115 132
32 Communications 78 81 82
33 Regulatory fees and related
expenses 70 74 84
34 Professional services 58 73 60
35 Other expense 294 408 314
36 Total noninterest expense 1,784 1,974 1,835
37 Income before income taxes 888 860 849
38 Provision for income taxes 375 364 365
39 Net Income $ 513 $ 496 $ 484
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BankAmerica Corporation and Subsidiaries
Consolidated Balance Sheet
March 31 Dec. 31 March 31
(in millions) 1994 1993 1993
<S> <C> <C> <C>
Assets
1 Cash and due from banks $ 10,455 $ 10,482 $ 10,788
2 Interest-bearing deposits in banks 3,978 2,988 2,195
3 Federal funds sold 2,549 2,050 1,082
4 Securities purchased under resale
agreements 5,995 3,549 742
5 Trading account assets 6,648 6,866 5,126
6 Available-for-sale securities 9,413 3,282 6,228
7 Held-to-maturity securities 11,979 16,415 15,896
8 Loans 123,406 126,379 125,377
9 Less: Allowance for credit losses 3,445 3,508 3,903
10 Net loans 119,961 122,871 121,474
11 Premises and equipment, net 3,664 3,631 3,535
12 Customers' acceptance liability 801 851 720
13 Accrued interest receivable 1,030 982 1,064
14 Other real estate owned 553 517 522
15 Assets pending disposition 1,124 1,345 2,585
16 Goodwill, net 3,931 3,973 4,285
17 Identifiable intangibles, net 2,133 2,191 2,329
18 Unrealized gains on off-balance-
sheet instruments 7,441 0 0
19 Other assets 5,557 4,940 5,627
20 Total Assets $197,212 $186,933 $184,198
Liabilities & Stockholders' Equity
Deposits in domestic offices:
21 Interest-bearing $ 88,139 $ 89,134 $ 95,165
22 Noninterest-bearing 30,920 31,578 28,997
Deposits in foreign offices:
23 Interest-bearing 22,034 19,608 14,734
24 Noninterest-bearing 1,496 1,298 1,384
25 Total deposits 142,589 141,618 140,280
26 Federal funds purchased 270 220 336
27 Securities sold under repurchase
agreements 6,910 4,229 1,564
28 Other short-term borrowings 3,628 3,523 2,320
29 Acceptances outstanding 801 851 720
30 Accrued interest payable 529 505 502
31 Unrealized losses on off-balance-
sheet instruments 7,129 0 0
32 Other liabilities 4,059 4,728 6,033
33 Long-term debt 13,828 13,508 14,310
34 Subordinated capital notes 606 607 2,071
35 Total liabilities 180,349 169,789 168,136
Stockholders' Equity
36 Preferred stock 2,979 2,979 2,979
37 Common stock 561 560 554
38 Additional paid-in capital 7,130 7,118 6,954
39 Retained earnings 6,807 6,502 5,587
40 Net unrealized losses on available-
for-sale securities (252) 0 0
41 Common stock in treasury, at cost (362) (15) (12)
42 Total stockholders' equity 16,863 17,144 16,062
43 Total Liabilities and
Stockholders' Equity $197,212 $186,933 $184,198
</TABLE>
<PAGE>
