BANKAMERICA CORP
8-K, 1997-01-15
NATIONAL COMMERCIAL BANKS
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               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


                       January 15, 1997
              --------------------------------
              (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)









4063959

<PAGE>




      Item 5.     Other Events.

            Attached hereto as Exhibit 99 is a copy of BankAmerica Corporation's
press  release  dated  January  15,  1997  titled  "BankAmerica  Fourth  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 
           January 15, 1997 titled "BankAmerica Fourth 
           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:  January 15, 1997
                                       By  /s/ JOHN J. HIGGINS
                                           -----------------------------
                                           John J. Higgins
                                           Executive Vice President
                                             and Chief Accounting Officer





4063959

                                       2



                                  EXHIBIT INDEX



Exhibit
Number         Description
- -------       ------------

  99           BankAmerica Corporation press release dated
               January 15, 1997 titled "BankAmerica Fourth Quarter
               Earnings."







4063959
<PAGE>


 [BANKAMERICA CORPORATION LOGO APPEARS HERE]                     Exhibit 99

                                                                       NEWS

                                                               For Release:






Contact:    Peter Magnani
            (415) 953-2418


                 BANKAMERICA FOURTH QUARTER EARNINGS

    SAN  FRANCISCO,  January 15,  1997 --  BankAmerica  Corporation  (BAC) today
reported fourth-quarter 1996 earnings per share and net income of $1.93 and
$747 million, respectively, up from $1.74 and $704 million for the same period 
a year ago. Fourth quarter net income  includes the previously  announced 
$147 million after-tax  gain on the initial  public  offering  of Class A 
Common  Stock of BA Merchant  Services,  Inc. (BAMSI), a subsidiary of BAC, 
which increased earnings per  share by $0.40.  In  addition,  fourth  quarter  
net  income  includes  the previously announced pre-tax restructuring charge 
of $280 million, which reduced earnings per share by $0.46.  The return on 
average common equity for the fourth quarter of 1996 was 15.24 percent,  an 
increase of 28 basis points from the same period a year ago.

    BAC's  earnings  per share and net  income  for 1996 were  $7.31 and  
$2,873 million,  respectively, up from $6.49 and $2,664 million for 1995. 
The return on average common equity for 1996 was 15.00 percent, an increase 
of 42 basis points from 1995.

    "Fourth-quarter results were in line with those of the first three quarters,
capping a year of consistent solid performance," David A. Coulter,  Chairman 
and Chief  Executive  Officer,  said.  Coulter  cited the  following  
fourth-quarter activities  as examples of  continuing  progress  in the 
corporation's  efforts toward strategic management of capital:

    o  The previously  announced  completion of the initial  public  
       offering of 16.1 million shares of Class A Common Stock of BAMSI, 
       resulting in a $147 million  after-tax  gain.  BAC  owns all of the  
       Class B Common Stock of BAMSI, which represents  approximately 
       65 percent of BAMSI's total common stock;





                              - more -
<PAGE>

    o  The decision to implement a number of restructurings,
       mostly in 1997, in wholesale banking, retail banking, and
       staff support activities, resulting in the previously
       announced pre-tax charge of $280 million. Approximately
       $130 million of this charge relates to changes in
       wholesale banking activities, approximately $100 million
       relates to changes in domestic retail operations, and the
       remaining $50 million primarily relates to staff support
       units;

    o  The securitization of $1.0 billion of credit card receivables, 
       bringing the total for the year to $1.5  billion,  and the sale  
       of $800 million of residential  first  mortgages,  bringing  the  
       total for the year to $2.9 billion; and

    o  The issuance  of  $1.5  billion  of  tax-advantaged  trust  
       originated preferred securities, which qualify as tier 1 
       risk-based capital.


    FINANCIAL HIGHLIGHTS:

    o  Net  interest  income was down $7 million from the amount  reported 
       for  the fourth  quarter  of 1995.  BAC's net  interest  margin for 
       the fourth quarter  of  1996  was  4.13  percent,  down 31  basis  
       points  from  the comparable  period a year ago,  and down 4 basis 
       points from the previous quarter.  Excluding the effects of the 
       credit card securitizations during the second half of 1996,  net 
       interest  income would have  increased  $28 million from the fourth 
       quarter of 1995 and the net interest margin would  have been 
       4.17 percent.

    o  Noninterest income increased $341 million, or 29 percent, from the
       fourth quarter of 1995. Excluding the previously discussed gain on
       the initial public offering of BAMSI common stock, noninterest 
       income increased $194 million from the fourth quarter of 1995, 
       primarily due to increased fees and commissions of $91 million,
       higher dividends on investment securities of $40 million, and
       increased gains on the sale of leased property of $28 million.



                                  - Page 2 -
<PAGE>

    o  Excluding the $280 million  restructuring  charge,  noninterest
       expense was $1,970  million,  up $4 million from the fourth  
       quarter of 1995, but down $29 million from the third-quarter 1996 
       level. For this comparison, third-quarter  1996 noninterest 
       expense does not include a one-time SAIF assessment of $82 million.

    o  The provision for credit losses was $220 million, down $15 million 
       from  the third quarter of 1996,  but up $90 million from the fourth 
       quarter of 1995. Net credit losses were $207 million for the fourth 
       quarter of 1996, a decline of $19 million, or 8 percent, from the 
       third quarter of 1996.

    o  Nonaccrual assets remained  essentially  unchanged from their 
       September 30, 1996 level.  During the fourth  quarter of 1996, BAC 
       changed the past due period for  nonaccrual  residential  real  estate  
       loans and  certain  nonaccrual consumer loans that were collateralized 
       by junior mortgages on  residential real estate. The maximum period 
       loans can be past due before being placed on  nonaccrual  status was 
       reduced from 180 days to 90 days. As a result of this change,  
       nonaccrual  loans increased by $144 million, while  loans  past  due 
       90 days  or  more  and  still  accruing  interest  decreased by the 
       same amount.

    o  In  connection  with BAC's ongoing  efforts to return excess capital 
       to its shareholders,  BAC repurchased 4.7 million shares of its common 
       stock during  the  fourth  quarter  of 1996 at an  average  per-share  
       price of  $95.39, which reduced stockholders' equity by $450 million.  
       These shares were  repurchased on the open market over 41 trading 
       days  and represented approximately  10 percent of the total  volume 
       of  BAC common stock traded on those days. BAC's 1996 common stock  
       repurchases  totaled 17.0 million shares at an  average-per-share  
       price of $79.39,  which  reduced  common  stockholders'  equity by
       $1,351 million.  Remaining buyback authority for common stock
       under the current repurchase program totaled $0.8 billion at  
       December 31, 1996.

                      (end of text, tables follow)


     Look for quarterly earnings on BankAmerica's home page on the Internet
                         http://www.BankAmerica.com

                                - Page 3 -


                                  
<PAGE>

                 BANKAMERICA CORPORATION AND SUBSIDIARIES
                           FINANCIAL HIGHLIGHTS
                           
<TABLE>
<CAPTION>
                                 TABLE 1
            QUARTERLY SUMMARY OF RESULTS AND STATISTICAL DATA


                                          Fourth     Third     Fourth
     (dollar amounts in millions,        Quarter   Quarter    Quarter
     except per share data)                 1996      1996       1995
                                         -------   -------    -------

<S>                                        <C>       <C>        <C>  
 1   Net income                            $ 747     $ 683      $ 704
 1a  Adjusted net income/a/                   NA       731         NA

 2   Earnings per common and common
       equivalent share                     1.93      1.75       1.74
 2a  Adjusted earnings per common
       and common equivalent share/a/         NA      1.88         NA
 3   Earnings per common share --
       assuming full dilution               1.92      1.75       1.74
 3a  Adjusted earnings per
       common share -- assuming
       full dilution/a/                       NA      1.88         NA

     Rate of return (based on net 
       income) on:
 4     Average total assets                 1.21%     1.12%      1.20%
 4a    Average total assets,
          as adjusted/a/                      NA      1.19         NA

 5     Average common equity               15.24     14.16      14.96
 5a    Average common equity,
          as adjusted/a/                      NA     15.23         NA

 6   Net interest margin/b/                 4.13      4.17       4.44

 7   Full-time-equivalent staff
       at period end (in thousands)         78.0      78.2       79.9
     Employees at period
       end (in thousands)                   92.1      92.7       95.3
- --------------------------------------------------------------------------------
</TABLE>
/a/Adjusted to exclude the income  statement effect of the $82 million
   one-time SAIF assessment in the third quarter of 1996.
/b/The  net  interest  margin  is  computed  on a  tax-equivalent  basis.  
   The taxable-equivalent  basis  adjustments to net interest income were 
   $6 million, $5 million,  and $5 million for the fourth  quarter of 1996, 
   the third quarter of 1996, and the fourth quarter of 1995, respectively.
NA - Not applicable.

<PAGE>

                 BANKAMERICA CORPORATION AND SUBSIDIARIES
                           FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                 TABLE 2
             ANNUAL SUMMARY OF RESULTS AND STATISTICAL DATA


                                                           Year Ended
                                                          December 31
     (dollar amounts in millions,                 ------------------
     except per share data)                          1996        1995
                                                   ------      ------

<S>                                                <C>         <C>   
 1   Net income                                    $2,873      $2,664
 1a  Adjusted net income/a/                         2,922          NA

 2   Earnings per common and common
       equivalent share                              7.31        6.49
 2a  Adjusted earnings per common
       and common equivalent share/a/                7.44          NA
 3   Earnings per common share --
       assuming full dilution                        7.30        6.45
 3a  Adjusted earnings per common share --
       assuming full dilution/a/                     7.43          NA

     Rate of return (based on net income) on:
 4     Average total assets                          1.19%       1.17%
 4a    Average total assets, as adjusted/a/          1.21          NA

 5     Average common equity                        15.00       14.58
 5a    Average common equity, as adjusted/a/        15.27          NA

 6   Net interest margin/b/                          4.23        4.51
- --------------------------------------------------------------------------------
</TABLE>
/a/Adjusted to exclude the income  statement effect of the $82 million 
   one-time SAIF assessment in the third quarter of 1996.
/b/The net  interest  margin is computed  on a  taxable-equivalent  basis.  
   The taxable-equivalent  basis  adjustments to net interest income were 
   $17 million and $25 million for the years ended December 31, 1996 and 
   1995, respectively.
NA - Not applicable.

<PAGE>

                BANKAMERICA CORPORATION AND SUBSIDIARIES
                          FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                TABLE 3
                SUMMARY OF RESULTS EXCLUDING THE EFFECTS
                   OF AMORTIZATION OF INTANGIBLES/a/

                                          Fourth     Third     Fourth
   (dollar amounts in millions,          Quarter   Quarter    Quarter
   except per share data)                   1996      1996       1995
                                         -------   -------    -------

<S>                                       <C>       <C>        <C>   
 1 Net income                             $  815    $  751     $  774
 2 Earnings per common and common
      equivalent share                      2.11      1.93       1.92
 3 Rate of return on average
      common equity                        16.71%    15.66%     16.57%
<CAPTION>

                                                           Year Ended
                                                          December 31
                                                    -----------------
                                                      1996       1995
                                                    ------     ------

<S>                                                 <C>        <C>   
 4 Net income                                       $3,145     $2,946
 5 Earnings per common and common
      equivalent share                                8.05       7.23
 6 Rate of return on average
      common equity                                  16.52%     16.43%
- --------------------------------------------------------------------------------
</TABLE>
/a/For  purposes  of this table,  amortization  of  goodwill and identifiable
   intangibles was computed based upon the related balance sheet  components 
   that are  deducted  from  Tier  1  capital  under  regulatory guidelines. 
   These  amortization amounts were excluded from BAC's results and totaled 
   $68 million, $68  million,  and $70  million,  for the fourth  quarter  
   of 1996,  the third quarter  of 1996,  and the  fourth  quarter  of 1995, 
   respectively,  and $272 million and $282 million for the years ended
   December 31, 1996 and 1995, respectively.

================================================================================

                                TABLE 4
                       TIER 1 CAPITAL GENERATION
<TABLE>
<CAPTION>
                                                           Year Ended
                                                          December 31
                                                  -------------------
   (in millions)                                     1996        1995
                                                  -------     -------

<S>                                               <C>         <C>
    Generation:
 1    Net income                                  $ 2,873     $ 2,664
 2    Amortization of intangibles                     272         282
 3    Common stock issuances and other                302         631
 4    Trust originated preferred securities         1,500           -
                                                  -------     -------
 5      Total generation                            4,947       3,577

    Applications:
 6    Common stock dividends                         (780)       (684)
 7    Preferred stock dividends                      (185)       (227)
 8    Common stock repurchased                     (1,351)       (926)
 9    Preferred stock repurchased                    (680)       (206)
10    Preferred stock converted to
        common stock                                    -        (248)
                                                  -------     -------
11      Total applications                         (2,996)     (2,291)

12    Capital attributed to growth
        in risk-weighted assets                    (1,243)/a/  (1,182)
                                                  -------     -------
13      Net capital generated                     $   708     $   104
                                                  =======     =======
- --------------------------------------------------------------------------------
</TABLE>
/a/Amount is preliminary.

<PAGE>

                BANKAMERICA CORPORATION AND SUBSIDIARIES
                          FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                TABLE 5
                         STOCK AND CAPITAL DATA


   (dollar amounts in millions,          Dec. 31    Sept. 30    Dec. 31
   except per share data)                   1996        1996       1995
                                         -------     -------    -------
<S>                                     <C>         <C>        <C>     
 1 Book value per common share          $  51.99    $  50.92   $  47.90
   Common stock cash dividends:
 2    Quarter ended                          193         194        169
 3    Year-to-date                           780         587        684
   Preferred stock cash dividends:
 4    Quarter ended                           44          43         53
 5    Year-to-date                           185         141        227
 6 Number of common shares out-
      standing (in thousands)            355,267     358,826    367,447
   Average number of common and common
      equivalent shares outstanding
      (in thousands):
 7    Quarter ended                      365,487     365,672    374,283
 8    Year-to-date                       368,021     368,866    375,556
   Average number of common  shares  
      outstanding  -- assuming  
      full dilution (in thousands):
 9    Quarter ended                      366,182     365,885    374,669
10    Year-to-date                       368,552     369,341    378,103
11 Common equity to total assets            7.37%       7.52%      7.57%
12 Total risk-based capital ratio          11.73/a/    11.35      11.48
13 Tier 1 risk-based capital ratio          7.72/a/     7.30       7.35
14 Total risk-based capital             $ 25,922/a/ $ 24,125   $ 23,416
15 Risk-weighted assets                  221,024/a/  212,628    203,995
16 Tier 1 risk-based capital              17,067/a/   15,532     14,991
- --------------------------------------------------------------------------------
</TABLE>
/a/  Amounts are preliminary.


================================================================================

                                 TABLE 6
                SELECTED AVERAGE BALANCE SHEET COMPONENTS

<TABLE>
<CAPTION>
                                          Fourth      Third     Fourth
                                         Quarter    Quarter    Quarter
   (in millions)                            1996       1996       1995
                                        --------   --------   --------

<S>                                     <C>        <C>        <C>     
 1 Available-for-sale securities        $ 11,763   $ 11,373   $  9,951
 2 Held-to-maturity securities             4,160      4,221      6,614
 3 Loans                                 161,545    159,779    151,896
 4 Earning assets                        206,315    206,618    192,587
 5 Total assets                          245,477    243,769    232,269
 6 Deposits                              162,813    161,514    157,300
 7 Interest-bearing liabilities          170,046    171,809    158,311
 8 Common equity                          18,374     17,963     17,239
 9 Total equity                           20,616     20,205     19,862
</TABLE>
<PAGE>


                BANKAMERICA CORPORATION AND SUBSIDIARIES
                          FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                TABLE 7
                            BUSINESS SECTORS


                                              Year Ended December 31, 1996/a/
                                   ---------------------------------------
   (dollar amounts                                         Return
   in billions except                     Average  Average     on  Expense
   for net income, which              Net   Total    Total Common       to
   is in millions)                 Income  Assets Deposits Equity  Revenue/b/
                                   ------  ------ -------- ------  -------

<S>                                <C>       <C>      <C>   <C>      <C>   
 1 Consumer banking/c,d/           $1,300    $ 91     $ 96  16.85%   56.22%
 2 U.S. Corporate and
      international banking/d,e/    1,039      92       45  19.06    53.80
 3 Middle-market banking/d/           344      22        7  21.44    46.17
 4 Commercial real estate/d/          249      10        2  35.04    23.61
 5 Private banking and
      investment services/d/           84       5        7  17.14    71.24
 6 Other/d/                          (143)     22        5    NM       NM

 7    Total                        $2,873    $242     $162  15.00%   56.91%
                                   ======    ====     ====

<CAPTION>


                                              Year Ended December 31, 1995/a/
                                   ---------------------------------------
                                                           Return
                                          Average  Average     on  Expense
                                      Net   Total    Total Common       to
                                   Income  Assets Deposits Equity  Revenue/b/
                                   ------  ------ -------- ------  -------
<S>                                <C>       <C>      <C>   <C>      <C>   
 1 Consumer banking                $1,129    $ 84     $ 96  15.85%   58.12%
 2 U.S. Corporate and
      international banking           829      86       37  15.63    54.69
 3 Middle-market banking              314      20        8  20.14    45.81
 4 Commercial real estate             353      10        2  45.04    26.45
 5 Private banking and
      investment services              58       4        6  12.63    76.26
 6 Other                              (19)     23        5    NM     NM
                                   ------    ----     ----

 7    Total                        $2,664    $227     $154  14.58%   58.08%
                                   ======    ====     ====
- --------------------------------------------------------------------------------
</TABLE>
/a/Amounts are  preliminary.  For  comparability  purposes,  both 1996 and
   1995 amounts reflect BAC's business-sector allocation methodologies at 
   December 31, 1996.
/b/Excludes net other real estate owned expense and amortization of intangibles.
/c/Includes the income statement effect of the third-quarter 1996 one-time SAIF
   assessment  of $82  million,  the  previously  discussed  BAMSI  gain  of 
  $147 million,  and  approximately  $100  million  restructuring  charge  
   related to domestic retail operations.
/d/Includes the income statement effect of this sector's portion of
   approximately $50 million of the previously discussed restructuring 
   charge related to staff support units.
/e/Includes the income statement  effect of  approximately  $130 million of the
   previously  discussed   restructuring  charge  related  to  wholesale 
   banking activities.
NM - Not meaningful.
<PAGE>

                BANKAMERICA CORPORATION AND SUBSIDIARIES
                       FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                 TABLE 8
                         TRADING-RELATED INCOME


                                          Fourth     Third     Fourth
                                         Quarter   Quarter    Quarter
   (in millions)                            1996/a/   1996       1995
                                         -------   -------    -------

<S>                                         <C>       <C>        <C>
   Trading income:
 1   Interest rate                          $ 19      $ 17       $ 20
 2   Foreign exchange                         64        64         66
 3   Debt instruments                         51        72         29
                                            ----      ----       ----
 4      Total trading income                $134      $153       $115
                                            ====      ====       ====

   Other trading-related income/b/:
 5   Interest rate                          $ 13      $  5       $ 18
 6   Foreign exchange                          3         4          9
 7   Debt instruments                         53        52         38
                                            ----      ----       ----
 8      Total other trading-related
          income                            $ 69      $ 61       $ 65
                                            ====      ====       ====
<CAPTION>


                                                           Year Ended
                                                          December 31
                                                   ------------------
                                                     1996/a/     1995
                                                   ------       -----

<S>                                                  <C>         <C>
   Trading income:
 9   Interest rate                                   $ 56        $ 67
10   Foreign exchange                                 316         303
11   Debt instruments                                 258         157
                                                     ----        ----
12      Total trading income                         $630        $527
                                                     ====        ====

   Other trading-related income/b/:
13   Interest rate                                   $ 31        $ 30
14   Foreign exchange                                  20          28
15   Debt instruments                                 208         152
                                                     ----        ----
16      Total other trading-related
          income                                     $259        $210
                                                     ====        ====
- --------------------------------------------------------------------------------
</TABLE>
/a/Detailed breakouts of total amounts are preliminary.
/b/Primarily includes the net interest revenue and expense
   associated with these contracts.
<PAGE>


                 BANKAMERICA CORPORATION AND SUBSIDIARIES
                          FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                 TABLE 9
                  IMPACT OF CREDIT CARD SECURITIZATION

                                                    Fourth Quarter 1996/a/
                            -------------------------------------------
                                    Before
    (dollar amounts            Credit Card     Credit Card
    in millions)            Securitization  Securitization    Reported
                            --------------  --------------    --------

<S>                               <C>              <C>        <C>
   Operating Results:
 1 Net interest income            $  2,165         $   (35)   $  2,130
 2 Noninterest income                1,483              16       1,499
                                  --------         -------    --------
 3    Total revenue                  3,648             (19)      3,629
 4 Noninterest expense               2,250               -       2,250
                                  --------         -------    --------
 5 Income before provision
      for credit losses and
      income taxes                   1,398             (19)      1,379
 6 Provision for credit
      losses                           239             (19)/b/     220
                                  --------         -------    --------
 7    Income before income
        taxes                     $  1,159         $     -    $  1,159
                                  ========         =======    ========

 8 Net Interest Margin                4.17%          (0.04)%      4.13%

   Balance Sheet Data at
      Period End:
 9 Credit card loans
      outstanding                 $ 10,178         $(1,471)   $  8,707
10 Total assets                    252,224          (1,471)    250,753

   Average Balance
      Sheet Data:
11 Credit card loans                 9,704          (1,366)      8,338
12 Earning assets                  207,681          (1,366)    206,315
13 Total Assets                    246,843          (1,366)    245,477

14 Net Credit Losses - credit
      card portfolio                   123             (19)        104

   Selected Financial Ratios:
15 Annualized ratio of net
      credit losses on credit
      card loans to average credit
      card loans outstanding          5.04%          (0.09)%      4.95%
16 Delinquent credit card
      loan ratio/c/                   2.40           (0.04)       2.36

- --------------------------------------------------------------------------------
</TABLE>
/a/Impact of the credit card  securitization  includes the effects of the 
   third quarter securitization of $500 million and the fourth quarter 
   securitization of $971 million.
/b/Represents the investors' share of charge-offs.
/c/60 days or more past due.

<PAGE>

                 BANKAMERICA CORPORATION AND SUBSIDIARIES
                          FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                TABLE 10
                            LOAN OUTSTANDINGS


                                         Dec. 31  Sept. 30    Dec. 31
   (in millions)                            1996      1996       1995
                                        --------  --------   --------

<S>                                     <C>       <C>        <C>
    DOMESTIC
    Consumer:
 1    Residential first mortgages       $ 37,459  $ 37,445   $ 36,572
 2    Residential junior mortgages        14,743    14,525     13,777
 3    Other installment                   16,979    15,998     13,834
 4    Credit card                          8,707     9,021      9,139
 5    Other individual lines of credit     1,948     1,845      1,847
 6    Other                                  401       303        319
                                        --------  --------   --------
 7      Total consumer                    80,237    79,137     75,488

   Commercial:
 8    Commercial and industrial           33,404    33,076     32,745
 9    Loans secured by real estate        12,488    12,062     10,975
10    Financial institutions               3,109     2,537      2,834
11    Lease financing                      2,542     2,682      1,927
12    Construction and development
        loans secured by real estate       2,252     2,530      3,153
13    Loans for purchasing or carrying
        securities                         1,941     1,328      1,458
14    Agricultural                         1,696     1,561      1,737
15    Other                                1,270     1,253      1,574
                                        --------  --------   --------
16      Total commercial                  58,702    57,029     56,403
                                        --------  --------   --------
17        Total domestic loans           138,939   136,166    131,891

   FOREIGN
18 Commercial and industrial              16,394    16,257     15,003
19 Banks and other financial
      institutions                         3,958     3,480      3,386
20 Governments and official
      institutions                           970       943      1,020
21 Other                                   5,154     4,987      4,073
                                        --------  --------   --------
22    Total foreign loans                 26,476    25,667     23,482
                                        --------  --------   --------

23      Total Loans                     $165,415  $161,833   $155,373
                                        ========  ========   ========
</TABLE>
<PAGE>

                BANKAMERICA CORPORATION AND SUBSIDIARIES
                          FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                TABLE 11
                      SELECTED CREDIT QUALITY DATA


                                         Dec. 31  Sept. 30    Dec. 31
  (dollar amounts in millions)              1996      1996       1995
                                        --------  --------   --------
<S>                                       <C>       <C>        <C>
   Nonaccrual assets:
 1   Commercial and industrial            $  289    $  357     $  586
 2   Commercial loans secured by real
       estate                                206       229        280
 3   Construction and development
       loans secured by real estate           95       119        495
 4   Consumer                                415/a/    291        385
 5   Foreign                                 113       123        145
                                          ------    ------     ------
 6       Total nonaccrual assets          $1,118    $1,119     $1,891
                                          ======    ======     ======

 7 Restructured loans                     $  302    $  274     $  113
 8 Loans past due 90 days or more
     and still accruing interest/b/          235/a/    363        411
 9 Other real estate owned                   353       397        492
10 Allowance for credit losses to
     total loans                            2.13%     2.17%      2.29%
11 Allowance for credit losses to
     total nonaccrual assets              315.11    313.77     187.93
   Annualized ratio of net credit
     losses to average total loan
     outstandings:
12   Quarter ended                          0.51      0.56       0.60
13   Year-to-date                           0.58      0.60       0.40
- --------------------------------------------------------------------------------
</TABLE>
/a/During the fourth quarter of 1996, BAC changed  the past due period for
   nonaccrual residential real estate loans and certain nonaccrual consumer 
   loans that were collateralized by junior mortgages on residential real
   estate. The maximum period loans can be past due before being placed on 
   nonaccrual status was reduced from 180 days to 90 days. As a result of 
   this change, nonaccrual loans increased by $144 million while loans past 
   due 90 days or more and still accruing interest decreased by the same amount.
/b/Includes consumer loans of $187 million, $332 million, and $354 million at
   December 31, 1996, September 30, 1996, and December 31, 1995, respectively.

<PAGE>

                BANKAMERICA CORPORATION AND SUBSIDIARIES
                          FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                TABLE 12
                 ANALYSIS OF CHANGE IN NONACCRUAL ASSETS

                               Fourth      Third    Second      First
                              Quarter    Quarter   Quarter    Quarter
   (in millions)                 1996       1996      1996       1996
                              -------    -------   -------    -------

<S>                            <C>        <C>       <C>        <C>                
 1 Balance, beginning
      of period                $1,119     $1,488    $1,697     $1,891

   Additions:
 2    Loans placed on
        nonaccrual status         119         66       129        191
 3    Leases acquired               -         34         -          -
 4    Other/a/                    144          -         -          -

   Deductions:
 5    Sales                       (33)        (4)      (26)       (67)
 6    Restored to
        accrual status            (34)      (229)      (37)       (60)
 7    Foreclosures                 (3)        (5)       (6)       (11)
 8    Charge-offs                 (19)       (51)      (77)       (90)
 9    Other, primarily
        payments                 (175)      (180)     (192)      (157)
                               ------     ------    ------     ------

10   Balance, end of period    $1,118     $1,119    $1,488     $1,697
                               ======     ======    ======     ======
</TABLE>
- --------------------------------------------------------------------------------
/a/During  the  fourth  quarter of 1996,  BAC  changed  the past due period for
   nonaccrual residential real estate loans and certain nonaccrual consumer 
   loans that were  collateralized by junior mortgages on residential real 
   estate. The maximum period loans can be past due before being placed on 
   nonaccrual  status was reduced from 180 days to 90 days.  As a result of 
   this change,  nonaccrual loans increased by $144 million while loans past 
   due 90 days or more and still accruing interest decreased by the same amount.

<PAGE>

                BANKAMERICA CORPORATION AND SUBSIDIARIES
                          FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                TABLE 13
                     NET CREDIT LOSSES (RECOVERIES)

                                          Fourth     Third     Fourth
                                         Quarter   Quarter    Quarter
   (in millions)                            1996      1996       1995
                                         -------   -------    -------

 <S>                                        <C>       <C>        <C>
  Domestic consumer:
 1   Residential first mortgages            $  7      $ 11       $ 12
 2   Residential junior mortgages             12        13         15
 3   Other installment                        64        42         38
 4   Credit card                             104       111         93
 5   Other individual lines of credit         17        17         15
 6   Other                                     4         4          2
   Domestic commercial:
 7   Commercial and industrial                 -         9         60
 8   Loans secured by real estate             (3)        2          4
 9   Construction and development
       loans secured by real estate            1        16          3
10   Financial institutions, lease
       financing, loans for
       purchasing or carrying
       securities, and agricultural            1         -          3
                                            ----      ----       ----
11       Total domestic                      207       225        245
12 Foreign                                     -         1        (14)
                                            ----      ----       ----

13         Total Net Credit Losses          $207      $226       $231
                                            ====      ====       ====
</TABLE>

================================================================================

<TABLE>
<CAPTION>

                                TABLE 14
           DOMESTIC CONSUMER LOAN DELINQUENCY INFORMATION/a/


                                         Dec. 31  Sept. 30    Dec. 31
 (dollar amounts in millions)               1996      1996       1995
                                        --------  --------   --------
<S>                                         <C>       <C>      <C>
   Delinquent consumer loans:
 1   Residential first mortgages            $477      $518     $  642
 2   Residential junior mortgages             62        64         90
 3   Credit card                             206       207        190
 4   Other                                   129       113        100
                                            ----      ----     ------
 5     Total delinquent consumer loans      $874      $902     $1,022
                                            ====      ====     ======

   Delinquent consumer loan ratios/b/:
 6   Residential first mortgages            1.27%     1.38%      1.76%
 7   Residential junior mortgages           0.42      0.44       0.67
 8   Credit card                            2.36      2.29       2.08
 9   Other                                  0.67      0.63       0.62
10     Total delinquent consumer
         loan ratio                         1.09%     1.14%      1.36%
                                            ====      ====       ====
</TABLE>
- --------------------------------------------------------------------------------
/a/60 days or more past due.
/b/Ratios  represent  delinquency  balances  expressed as a percentage of total
   loans for that loan category.

<PAGE>

                BANKAMERICA CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                          Fourth     Third     Fourth
                                         Quarter   Quarter    Quarter
   (in millions)                            1996      1996       1995
                                         -------   -------    -------
<S>                                       <C>       <C>        <C>
   INTEREST INCOME
 1 Loans, including fees                  $3,388    $3,371     $3,287
 2 Interest-bearing deposits in banks        145        95        119
 3 Federal funds sold                          7         9          5
 4 Securities purchased under
      resale agreements                      144       178        147
 5 Trading account assets                    270       268        200
 6 Available-for-sale and held-to-
      maturity securities                    284       285        313
                                          ------    ------     ------
 7      TOTAL INTEREST INCOME              4,238     4,206      4,071

   INTEREST EXPENSE
 8 Deposits                                1,406     1,332      1,307
 9 Federal funds purchased                    20        17         35
10 Securities sold under repurchase
      agreements                             155       201        147
11 Other short-term borrowings               254       243        168
12 Long-term debt                            266       254        265
13 Subordinated capital notes                  7         7         12
                                          ------    ------     ------
14      TOTAL INTEREST EXPENSE             2,108     2,054      1,934
                                          ------    ------     ------
15      NET INTEREST INCOME                2,130     2,152      2,137
16 Provision for credit losses               220       235        130
                                          ------    ------     ------
17      NET INTEREST INCOME AFTER
          PROVISION FOR CREDIT LOSSES      1,910     1,917      2,007

   NONINTEREST INCOME
18 Deposit account fees                      364       345        334
19 Credit card fees                           94        92         84
20 Trust fees                                 57        53         72
21 Other fees and commissions                370       360        304
22 Trading income                            134       153        115
23 Venture capital activities                108        97         93
24 Net gain on sales of assets                63        64         29
25 Net gain on sales of
      subsidiaries and operations              5        41         42
26 Gain on issuance of
      subsidiary's stock                     147         -          -
27 Net gain on available-for-sale
      securities                              20         7          7
28 Other income                              137       107         78
                                          ------    ------     ------
29      TOTAL NONINTEREST INCOME           1,499     1,319      1,158

   NONINTEREST EXPENSE
30 Salaries                                  834       822        819
31 Employee benefits                         167       191        147
32 Occupancy                                 193       188        198
33 Equipment                                 184       180        169
34 Amortization of intangibles                92        93         99
35 Communications                             92        89         93
36 Professional services                      95        88         92
37 Restructuring charges                     280         -          -
38 Regulatory fees and related expenses        2        95         23
39 Other expense                             311       335        326
                                          ------    ------     ------
40      TOTAL NONINTEREST EXPENSE          2,250     2,081      1,966
                                          ------    ------     ------
41      INCOME BEFORE INCOME TAXES         1,159     1,155      1,199
42 Provision for income taxes                412       472        495
                                          ------    ------     ------

43           NET INCOME                   $  747    $  683     $  704
                                          ======    ======     ======
</TABLE>
<PAGE>

                BANKAMERICA CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>                                                           
                                                           Year Ended
                                                          December 31
                                                  -------------------
   (in millions)                                     1996        1995
                                                  -------     -------
<S>                                               <C>         <C>

   INTEREST INCOME
 1 Loans, including fees                          $13,363     $12,707
 2 Interest-bearing deposits in banks                 453         466
 3 Federal funds sold                                  29          32
 4 Securities purchased under
      resale agreements                               653         618
 5 Trading account assets                           1,001         741
 6 Available-for-sale and held-to-
      maturity securities                           1,160       1,276
                                                  -------     -------
 7      TOTAL INTEREST INCOME                      16,659      15,840

   INTEREST EXPENSE
 8 Deposits                                         5,359       4,923
 9 Federal funds purchased                             79         131
10 Securities sold under repurchase
      agreements                                      695         581
11 Other short-term borrowings                        883         630
12 Long-term debt                                   1,023       1,067
13 Subordinated capital notes                          33          46
                                                   ------     -------
14      TOTAL INTEREST EXPENSE                      8,072       7,378
                                                   ------     -------
15      NET INTEREST INCOME                         8,587       8,462
16 Provision for credit losses                        885         440
                                                   ------      ------
17      NET INTEREST INCOME AFTER
          PROVISION FOR CREDIT LOSSES               7,702       8,022

   NONINTEREST INCOME
18 Deposit account fees                             1,399       1,303
19 Credit card fees                                   355         315
20 Trust fees                                         229         300
21 Other fees and commissions                       1,383       1,269
22 Trading income                                     630         527
23 Venture capital activities                         427         337
24 Net gain on sales of assets                        197          71
25 Net gain on sales of
      subsidiaries and operations                     180          25
26 Gain on issuance of subsidiary's stock             147           -
27 Net gain on available-for-sale
      securities                                       61          34
28 Other income                                       404         365
                                                   ------      ------
29      TOTAL NONINTEREST INCOME                    5,412       4,546

   NONINTEREST EXPENSE
30 Salaries                                         3,291       3,309
31 Employee benefits                                  773         718
32 Occupancy                                          757         738
33 Equipment                                          702         663
34 Amortization of intangibles                        373         428
35 Communications                                     363         359
36 Professional services                              344         313
37 Restructuring charges                              280           -
38 Regulatory fees and related expenses               123         176
39 Other expense                                    1,335       1,297
                                                   ------      ------
40      TOTAL NONINTEREST EXPENSE                   8,341       8,001
                                                   ------      ------
41      INCOME BEFORE INCOME TAXES                  4,773       4,567
42 Provision for income taxes                       1,900       1,903
                                                   ------      ------

43           NET INCOME                            $2,873      $2,664
                                                   ======      ======
</TABLE>

<PAGE>


                  BANKAMERICA CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                         Dec. 31  Sept. 30    Dec. 31
   (in millions)                            1996      1996       1995
                                        --------  --------   --------
<S>                                     <C>       <C>        <C>
    ASSETS
 1  Cash and due from banks             $ 16,223  $ 13,619   $ 14,312
 2  Interest-bearing deposits in banks     5,708     5,829      5,761
 3  Federal funds sold                       134       306        721
 4  Securities purchased under resale
      agreements                           7,275     6,287      4,962
 5  Trading account assets                12,205    14,000      9,516
 6  Available-for-sale securities         12,113    11,717     12,043
 7  Held-to-maturity securities            4,138     4,200      4,656

 8  Loans                                165,415   161,833    155,373
 9  Less: Allowance for credit losses      3,523     3,511      3,554
                                        --------  --------   --------
10    Net loans                          161,892   158,322    151,819
11  Customers' acceptance liability        2,861     3,165      2,295
12  Accrued interest receivable            1,441     1,435      1,458
13  Goodwill, net                          3,938     4,017      4,192
14  Identifiable intangibles, net          1,616     1,664      1,806
15  Unrealized gains on off-balance-
      sheet instruments                    7,682     6,598      7,801
16  Premises and equipment, net            3,987     3,968      3,985
17  Other assets                           9,540     7,826      7,119
                                        --------  --------   --------

18     TOTAL ASSETS                     $250,753  $242,953   $232,446
                                        ========  ========   ========

    LIABILITIES & STOCKHOLDERS' EQUITY 
    Deposits in domestic offices:
19    Interest-bearing                  $ 84,133  $ 83,779   $ 84,097
20    Noninterest-bearing                 39,694    37,589     36,820
    Deposits in foreign offices:
21    Interest-bearing                    42,732    42,035     37,886
22    Noninterest-bearing                  1,456     1,498      1,691
                                        --------  --------   --------
23     Total deposits                    168,015   164,901    160,494
24  Federal funds purchased                2,176     1,093      5,160
25  Securities sold under repurchase
      agreements                           7,644     8,489      6,383
26  Other short-term borrowings           17,566    16,263      7,627
27  Acceptances outstanding                2,861     3,165      2,295
28  Accrued interest payable                 879       868        848
29  Unrealized losses on off-balance-
      sheet instruments                    7,633     6,458      8,227
30  Other liabilities                      5,981     5,750      5,862
31  Long-term debt                        15,430    15,099     14,723
32  Subordinated capital notes               355       355        605
                                        --------  --------   --------
33     TOTAL LIABILITIES                 228,540   222,441    212,224
</TABLE>

                         (Continued on Next Page)

<PAGE>
                    
                  BANKAMERICA CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                                (CONTINUED)
<TABLE>
<CAPTION>
                                         Dec. 31  Sept. 30    Dec. 31
   (in millions)                            1996      1996       1995
                                        --------  --------   --------

<S>                                       <C>       <C>        <C>
34  Corporation  obligated  mandatorily  
      redeemable  preferred  securities  
      of subsidiary trusts holding 
      solely junior subordinated 
      deferrable interest debentures
      of the Corporation                   1,500         -          -

    STOCKHOLDERS' EQUITY
35  Preferred stock                        2,242     2,242      2,623
36  Common stock                             605       605        602
37  Additional paid-in capital             8,467     8,458      8,328
38  Retained earnings                     11,500    10,989      9,606
39  Net unrealized gain (loss) on
      available-for-sale securities           32       (27)         1
40  Common stock in treasury, at cost     (2,133)   (1,755)      (938)
                                        --------  --------   --------
41     TOTAL STOCKHOLDERS' EQUITY         20,713    20,512     20,222
                                        --------  --------   --------

42       TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY         $250,753  $242,953   $232,446
                                        ========  ========   ========

</TABLE>


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