BANKAMERICA CORP
8-K, 1998-07-15
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


                                July 15, 1998
                -----------------------------------------------
                Date of report (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 July 15, 1998 titled  "BankAmerica
Second Quarter Earnings."


    Item 7.  Financial Statements, Pro Forma
             -------------------------------
             Financial Information and Exhibits.
             -----------------------------------


    (c) Exhibits


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

  99         BankAmerica Corporation press release dated July 15, 1998
             titled "BankAmerica Second Quarter Earnings."

<PAGE>

                                    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: July 15, 1998
                                        By  /s/ JOHN J. HIGGINS
                                           ------------------------------
                                           John J. Higgins
                                           Executive Vice President
                                           and Chief Accounting Officer

<PAGE>

                             EXHIBIT INDEX


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

  99       BankAmerica Corporation press release dated
           July 15, 1998 titled "BankAmerica Second
           Quarter Earnings."



[BANKAMERICA CORPORATION LOGO APPEARS HERE]

                                                           Exhibit 99

                                                                 NEWS

                                                         For release:


Contact:          Mike Zampa
                  (415) 622-4524

                        BANKAMERICA SECOND QUARTER EARNINGS


         SAN  FRANCISCO,  July 15, 1998 -- BankAmerica  Corporation  (BAC)
today reported  second-quarter  1998 diluted earnings per common share of
$1.24, up 16 percent from $1.07 for the same period a year ago. Net income 
for the period was $890  million,  up 11 percent from $799 million for the 
second  quarter of 1997. The return on  average  common  equity for the
second  quarter of 1998 was 18.20 percent, an increase of 147 basis points 
from the same period in 1997.

         Second quarter net income  includes an $84 million  pre-tax gain 
on the sale  of  Columbia  Seafirst  Center  and a  pre-tax  accrual  of
a $45  million estimated  loss  associated  with  the  decision  to  sell  
Robertson   Stephens Investment  Management.  Excluding  the effects of 
these items and their related tax  impact,  diluted  earnings  per common  
share and net income for the second quarter of 1998 would have been 
$1.21 and $866 million, respectively.

         BAC's  diluted  earnings  per common  share for the first six
months of 1998 was $2.41, an increase of 15 percent from $2.10 for the 
first six months of 1997.  Net  income  for the first  six  months of 
1998 was  $1,725  million,  an increase  of 9 percent  from $1,579  
million  for the same  period in 1997.  The return on average common 
equity for the first six months of 1998 was 18.05 percent, an increase 
of 143 basis points from the same period in 1997.

         Diluted cash earnings per common share for the second quarter 
of 1998 was $1.34, up 16 percent from $1.16 for the second quarter of
1997.  Diluted cash earnings per common  share for the first six  months
of 1998 was  $2.60,  an  increase  of 14 percent from $2.28 for the 
first six months of 1997.

         "I am  gratified  by these  strong  results,"  said  David A.
Coulter, Chairman and Chief Executive Officer.  "They reflect solid
performance at a time when we are diligently  preparing for our historic
merger with NationsBank, and demonstrate our core competency in
risk  management.  We must  maintain  our discipline  and continue to
make  customers our number one priority  during this important  period.
That is exactly what we are doing,  as  demonstrated by this
quarter's earnings."

                               - more -
<PAGE>

FINANCIAL HIGHLIGHTS:

          o   Net interest  income for the second quarter of 1998 was
              down $104 million from the same period in 1997.  BAC's
              net  interest  margin  for the second quarter of 1998
              was 3.86 percent,  an increase of 2 basis points from 
              the previous quarter, and a decrease of 26 basis
              points from the comparable period in 1997.

          o   Noninterest  income  for the  second  quarter  of 1998 
              was $1,843 million, an increase of $417 million, or 
              29 percent, from the same  period in 1997. The second-
              quarter  1998 amount included growth in  other fees and
              commissions of $234 million, primarily attributable
              to the  operations  of  Robertson  Stephens  and Company 
              that was acquired in the fourth  quarter of 1997 and 
              higher loan  servicing fees. In addition,  other income 
              increased $181 million,  in part due to the  previously  
              discussed  gain on the  sale  of  Columbia  Seafirst 
              Center.  Furthermore,  the net  gain on  sales  of loans
              increased $105 million.  However,  these  increases were
              partially offset by a decrease  of $99 million in trading 
              income  resulting primarily from volatility in emerging 
              markets,  and the accrual of  a $45 million  estimated 
              loss associated with the decision to sell Robertson 
              Stephens Investment Management.

           o  Noninterest  expense  for  the  second  quarter  of 1998  
              was  $2,303 million, an increase of $256 million from the 
              same period in 1997. This  increase  was largely  
              attributable  to  increased  salaries  expense  of
              $134  million,  primarily  due to the  acquisition  of
              Robertson Stephens and Company.

           o  The  provision  for credit losses was $230 million for the 
              second quarter of 1998, down $15 million from the previous  
              quarter and  $20 million  from the second  quarter of 1997. 
              Net credit losses were $230 million for the second quarter
              of 1998, a decrease of $9 million from the previous quarter, 
              and an increase of $6 million from the second quarter 
              of 1997.


                                    - Page 2 -
<PAGE>
      
           o  Nonaccrual  assets were $951 million at June 30, 1998, a 
              decrease of $85  million,  or 8 percent,  from their 
              March 31,  1998  level,  and an  increase of $90 million,
              or  10  percent,  from their June 30, 1997  level.  The 
              increase  from the same  period  a year  ago was  primarily  
              due to an  increase  in the  foreign  nonaccrual portfolio,
              concentrated in Asia.

           o  On June 29, 1998, BAC redeemed all outstanding shares 
              of its Cumulative Adjustable Preferred  Stock, Series A 
              and B, which reduced stockholders' equity by $614 million.


                           (end of text, tables follow)


   This earnings report and other material of interest to investors can 
     be found on  the shareholder resources section of BankAmerica's 
       Internet  web site (http://www.BankAmerica.com/shareholder)


                                    - Page 3 -

<PAGE>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                    TABLE 1
                      SUMMARY OF RESULTS AND STATISTICAL DATA

                                              Second     First    Second
   (dollar amounts in millions,              Quarter   Quarter   Quarter
   except per share data)                       1998      1998      1997
                                             -------   -------   -------

<S>                                            <C>       <C>       <C>  
 1 Net income                                  $ 890     $ 835     $ 799
 2 Earnings per common share                    1.29      1.21      1.10
 3 Diluted earnings per common share            1.24      1.17      1.07

   Rate of return (based on net income) on:
 4   Average common equity                     18.20%     17.89%   16.73%
 5   Average total assets                       1.37       1.28     1.26
 6 Net interest margin/a/                       3.86       3.84     4.12


 7 Full-time-equivalent staff
     at period end (in thousands)               77.1       76.5     77.4
 8 Employees at period
     end (in thousands)                         89.3       89.9     91.0

<CAPTION>
                                                        Six Months Ended
                                                                 June 30
                                                  ----------------------
                                                     1998           1997
                                                  -------        -------

 9 Net income                                      $1,725         $1,579
10 Earnings per common share                         2.49           2.15
11 Diluted earnings per common share                 2.41           2.10

   Rate of return (based 
     on net income) on:
12   Average common equity                          18.05%         16.62%
13   Average total assets                            1.33           1.26
14 Net interest margin/a/                            3.85           4.14
- ------------------------------------------------------------------------
</TABLE>
/a/The  net  interest  margin  is  computed  on  a  tax-equivalent 
   basis.  The  taxable-equivalent  basis adjustments to net interest 
   income were $7 million, $5 million, and $6 million, for the second 
   quarter of 1998, the first quarter of 1998,  and the second  quarter 
   of 1997,  respectively,  and $12 million in  both six-month periods 
   ended June 30, 1998 and 1997.

<PAGE>


                     BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

                                     TABLE 2
                                SUMMARY OF RESULTS

                      EXCLUDING AMORTIZATION OF INTANGIBLES/a/


                                             Second     First    Second
    (dollar amounts in millions,            Quarter   Quarter   Quarter
    except per share data)                     1998      1998      1997
                                            -------   -------   -------
<S>                                          <C>       <C>       <C>                    
 1  Net income excluding
      amortization of intangibles            $  956    $  902    $  865
 2  Diluted cash earnings per
      common share                             1.34      1.26      1.16
 3  Rate of return on average
      common equity                           19.58%    19.35%    18.17%

<CAPTION>
                                                       Six Months Ended
                                                                June 30
                                                 ----------------------
                                                    1998           1997
                                                 -------        -------
<S>                                               <C>            <C>                   
 4  Net income excluding
      amortization of intangibles                 $1,858         $1,711
 5  Diluted cash earnings per
      common share                                  2.60           2.28
 6  Rate of return on average
      common equity                                19.47%         18.06%
 ----------------------------------------------------------------------
</TABLE>
/a/For purposes of this table, amortization amounts are related to those
   intangibles that are deducted from Tier 1 capital under regulatory 
   guidelines. Amortization amounts excluded from this table totaled 
   $66 million, $67 million, and $66 million, for the second  quarter 
   of 1998,  the first  quarter of 1998,  and the second quarter of 
   1997,  respectively,  and $133  million  and $132  million for the
   six-month periods ended June 30, 1998 and 1997, respectively.
========================================================================
<TABLE>
<CAPTION>

                              TABLE 3
                      TIER 1 CAPITAL GENERATION

                                                        Six Months Ended
                                                                 June 30
                                                  ----------------------
    (in millions)                                    1998           1997
                                                  -------        -------
<S>                                               <C>           <C>       
    Tier 1 generation:
 1    Net income                                  $ 1,725       $  1,579
 2    Amortization of intangibles                     133            132
 3    Common stock issuances and other                241            190
 4    Trust preferred securities issued               339            396
                                                  -------        -------
 5      Total generation                            2,438          2,297

    Tier 1 applications:
 6    Common stock dividends                         (472)          (430)
 7    Preferred stock dividends                       (19)           (64)
 8    Common stock repurchased                       (600)          (950)
 9    Preferred stock redeemed                       (614)          (764)
                                                  -------        -------
10       Total applications                        (1,705)        (2,208)

11    Capital attributed to growth
         in risk-weighted assets                   (1,002)/abc/     (200)
                                                  -------        -------

12       Net capital applied                      $  (269)       $  (111)
                                                  =======        =======

- -------------------------------------------------------------------------
</TABLE>
/a/ Includes the effect of market risk as required by the regulators
    effective January 1, 1998.
/b/ Includes BAC's broker/dealer subsidiary.
/c/ Amount is preliminary.

<PAGE>


                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                     TABLE 4
                             STOCK AND CAPITAL DATA

   (dollar amounts in millions,    June 30      March 31        June 30
   except per share data)             1998          1998           1997
                                   -------       -------        -------
<S>                                 <C>           <C>            <C>   
 1 Book value per common share      $29.26        $28.23         $26.88
   Common stock cash dividends:
 2   Quarter ended                     236           236            214
 3   Year-to-date                      472           236            430
   Preferred stock cash dividends:
 4   Quarter ended                       9            10             30
 5   Year-to-date                       19            10             64
 6 Number of common shares
     outstanding (in thousands)    684,766       682,704        698,407
   Average number of common shares
     outstanding (in thousands):
 7   Quarter ended                 683,790       684,737        701,458
 8   Year-to-date                  684,264       684,737        705,022
   Average number of diluted
     common shares outstanding
     (in thousands):
 9   Quarter ended                 709,064       706,481        719,514
10   Year-to-date                  707,773       706,481        723,157
11 Common equity to total 
     assets                           7.59%         7.26%          7.27%
12 Tier 1 risk-based capital
     ratio                            7.38/abc/     7.49/ab/       7.72
13 Total risk-based capital
     ratio                           11.10/abc/    11.41/ab/      11.66
14 Tier 1 risk-based capital     $  17,969/abc/ $ 17,764/ab/   $ 17,145
15 Total risk-based capital         27,009/abc/   27,054/ab/     25,901
16 Risk-weighted assets            243,431/abc/  237,127/ab/    222,149
- -----------------------------------------------------------------------
</TABLE>
/a/ Includes  the effect of market risk as required by the  regulators 
    effective January 1, 1998. The new  requirements  decreased Tier 1 
    and total risk-based capital ratios by 19 basis points and
    25 basis points, respectively,  at June 30, 1998, and 20 basis
    points and 27 basis points, respectively, at March 31,  1998.
/b/ Includes BAC's broker/dealer subsidiary.
/c/ Amounts are preliminary.


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


                                     TABLE 5
                    SELECTED AVERAGE BALANCE SHEET COMPONENTS
<TABLE>
<CAPTION>

                                            Second      First    Second
                                           Quarter    Quarter   Quarter
   (in millions)                              1998       1998      1997
                                           -------    -------   -------

<S>                                       <C>        <C>       <C>     
 1 Available-for-sale securities          $ 12,403   $ 12,817  $ 11,277
 2 Held-to-maturity securities               3,510      3,622     3,918
 3 Loans                                   166,347    167,352   168,095
 4 Earning assets                          219,480    219,870   215,558
 5 Total assets                            261,267    263,527   255,131
 6 Deposits                                172,380    171,680   168,994
 7 Interest-bearing liabilities            184,212    188,334   175,768
 8 Common equity                            19,400     18,704    18,459
 9 Total equity                             20,000     19,318    20,055
</TABLE>


<PAGE>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                     TABLE 6
                                BUSINESS SECTORS

                                         Six Months Ended June 30, 1998
                                 --------------------------------------
                                  Global      Global
   (dollar amounts                Retail   Wholesale      All
   in millions)                     Bank        Bank    Other     Total
                                 -------   ---------   ------  --------
<S>                             <C>         <C>       <C>      <C>
 1 GAAP net income available
     to common shareholders     $  1,113    $    584  $     9  $  1,706
 2 RAROC economic profit             580         294      (65)      809
 3 ROIC economic profit              418         214      (67)      565

 4 Average total assets          118,426     122,995   20,975   262,396
 5 Average total deposits        118,622      49,927    3,488   172,037

 6 GAAP avg. common equity         8,641       9,028    1,386    19,055
 7 RAROC avg. economic capital     8,011       7,241      916    16,168
 8 ROIC avg. invested capital     11,654       8,499    1,087    21,240

 9 GAAP return on average
     common equity                  26.0%       13.0%      NM      18.1%
10 Risk adjusted return
     on capital                     26.6%       20.2%      NM      22.1%
11 Return on invested capital       19.2%       17.2%      NM      17.4%

12 Expense/revenue                  56.0%       51.7%      NM      55.2%
13 Net interest margin              5.44%       2.20%      NM      3.85%
<CAPTION>

                                         Six Months Ended June 30, 1997
                                ---------------------------------------
                                  Global      Global
                                  Retail   Wholesale     All
                                    Bank        Bank    Other     Total
                                 -------   ---------   ------  --------
<S>                             <C>         <C>       <C>      <C> 
 1 GAAP net income available  
     to common shareholders     $    866    $    732  $   (82) $  1,516
 2 RAROC economic profit             453         259     (140)      572
 3 ROIC economic profit              296         260     (137)      419

 4 Average total assets          124,088     111,259   18,302   253,649
 5 Average total deposits        114,288      49,074    4,402   167,764

 6 GAAP avg. common equity         9,083       8,109    1,195    18,387
 7 RAROC avg. economic capital     8,303       6,062      867    15,232
 8 ROIC avg. invested capital     12,391       7,269      847    20,507

 9 GAAP return on average
     common equity                  19.2%       18.2%      NM      16.6%
10 Risk adjusted return
     on capital                     23.0%       20.6%      NM      19.6%
11 Return on invested capital       16.8%       19.0%      NM      16.1%

12 Expense/revenue                  54.2%       45.9%      NM      53.2%
13 Net interest margin              6.03%       2.32%      NM      4.14%
- ------------------------------------------------------------------------
</TABLE>
See notes following business sectors table.

<PAGE>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS

                         NOTES TO BUSINESS SECTORS TABLE


BAC examines the financial  performance of its businesses from multiple 
capital return  perspectives  to facilitate  meeting various  decision  
support needs of managers.  Each  measure  reflects a different  level
of capital,  treatment  of intangible assets, and basis for recognition
of credit losses. The key return on capital measures are:

- -   GAAP  Return  on  Average  Common  Equity -  Reflects  total  common 
    equity allocated to businesses on the basis of their  relative share
    of BAC's total assets and an  apportionment  of the  corporate  
    provision  and  reserve for credit  losses.  Income is derived in a
    manner  consistent  with  externally reported  financial  statement  
    results.  This  measure is  oriented  toward  external performance 
    comparisons and does not allocate capital based on the  risks
    inherent in a specific  business.  Net interest  margin and expense
    to revenue  ratios for a business are calculated  using the generally 
    accepted accounting principles (GAAP) return on average common equity 
    perspective.

- -   Risk-Adjusted Return on Capital (RAROC) - Capital is allocated to
    businesses on  the  basis  of  economic   capital   assignments  of  
    credit, country, market/interest rate and business/operating risks. 
    The assignments are based  on  empirical  analysis of the risks that 
    are  inherent in the  operation of  each business.  Credit losses  
    reflect the  statistically  derived  expected  losses within a given 
    portfolio.  Goodwill is not amortized in deriving this  measure. 
    This measure includes only the capital necessary to cover the risks
    of unexpected losses, and represents that  which  is incrementally
    attributable to businesses for individual transactions.
    RAROC is most often used for incremental decision analysis.

- -   Return on Invested  Capital (ROIC) - Risk based economic capital as 
    assigned  through the RAROC process described above is increased by 
    an amount equal to the intangibles assigned to a business.  Capital 
    is thereby assumed to cover unexpected  losses plus an amount of 
    capital necessary to fully fund growth by acquisition. Loan losses 
    in this  measure  represent  net  charge-offs.  Goodwill is not 
    amortized for purposes of calculating ROIC. The Return on  Invested  
    Capital  is  an  all-in  return  concept  based  on  a  quasi-cash
    derivation of net income.  This measure  enables  managers to
    evaluate their overall business performance on a comprehensive, 
    fully allocated basis that is oriented toward cash flows.

Interest  revenue is adjusted for each return  calculation to reflect
changes in the debt to equity mix under each measure.

Economic Profit, which reflects net income available to common 
shareholders less a 12% charge for capital, is calculated for the RAROC
and ROIC measurements.

Expense  to  revenue  percent  excludes  net other real  estate  owned  
expense, amortization  of  intangibles,  and  expenses  associated  with 
trust  preferred securities.

All Other column includes results of the Global Asset Management  Group,
Community Development Banking, and Asset/Liability management activities.

All amounts are  preliminary.  For  comparability  purposes,  both 1998
and 1997 amounts reflect BAC's internal  allocation and  classification  
methodologies in effect at June 30, 1998.

<PAGE>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                     TABLE 7
                             TRADING-RELATED INCOME

                                           Second       First    Second
                                          Quarter     Quarter   Quarter
    (in millions)                            1998/a/     1998      1997
                                          -------     -------   -------
<S>                                       <C>         <C>       <C> 
    Trading income:
 1    Interest rate products                 $ 28        $ 45      $ 17
 2    Foreign exchange contracts              163         158       107
 3    Debt instruments                        (72)         48        94
                                             ----        ----      ----
 4      Total trading income                 $119        $251      $218
                                             ====        ====      ====

    Other trading-related income:
 5    Interest rate products/b/              $  7        $  6      $ 12
 6    Foreign exchange contracts               (3)          2         2
 7    Debt instruments/b/                      65          88        47
                                             ----        ----      ----
 8      Total other trading-related
          income                             $ 69        $ 96      $ 61
                                             ====        ====      ====
<CAPTION>
                                                        Six Months Ended
                                                                 June 30
                                                    --------------------
                                                      1998/a/       1997
                                                    ------        ------

<S>                                                 <C>           <C>
    Trading income:
 9    Interest rate products                          $ 73          $ 29
10    Foreign exchange contracts                       321           199
11    Debt instruments                                 (24)          178
                                                      ----          ----
12      Total trading income                          $370          $406
                                                      ====          ====

    Other trading-related income:
13    Interest rate products/b/                       $ 13          $ 22
14    Foreign exchange contracts                        (1)            6
15    Debt instruments/b/                              153            97
                                                      ----          ----
16      Total other trading-related
          income                                      $165          $125
                                                      ====          ====
- ------------------------------------------------------------------------
</TABLE>
/a/ Detailed breakouts of total amounts are preliminary.
/b/ Primarily includes the net interest revenue associated with the
    respective products.

<PAGE>

<TABLE>
<CAPTION>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS


                                     TABLE 8
                      IMPACT OF CREDIT CARD SECURITIZATIONS

                                                    Second Quarter 1998/a/
                          ---------------------------------------------
                                   Before        Impact of
   (dollar amounts            Credit Card      Credit Card
   in millions)           Securitizations  Securitizations     Reported
                          ---------------  ---------------     --------
<S>                       <C>              <C>                 <C>  
   Operating Results:
 1 Net interest income           $  2,238          $  (132)    $  2,106
 2 Credit card fees                   126              (26)         100
 3 Other noninterest income         1,680               63        1,743
                                 --------          -------     --------
 4   Total revenue                  4,044              (95)       3,949
 5 Noninterest expense              2,303                -        2,303
                                 --------          -------     --------
 6   Income before provision
       for credit losses and
       income taxes                 1,741              (95)       1,646
 7 Provision for credit
     losses                           322              (92)/b/      230
                                 --------          -------     --------
 8   Income before income
       taxes                     $  1,419          $    (3)    $  1,416
                                 ========          =======     ========

 9 Net interest margin               4.00%           (0.14)%       3.86%

   Balance Sheet Data at
     Period End:
10 Credit card loans
     outstanding                 $ 10,772          $(5,621)    $  5,151
11 Total assets                   269,506           (5,621)     263,885

   Average Balance
     Sheet Data:
12 Credit card loans               10,579           (5,324)       5,255
13 Earning assets                 224,804           (5,324)     219,480
14 Total assets                   266,591           (5,324)     261,267

15 Net credit losses - credit
     card portfolio                   176              (92)/b/       84

   Selected Financial Ratios:
16 Annualized ratio of net
     credit losses on credit
     card loans to average credit
     card loans outstanding          6.62%           (0.27)%       6.35%
17 Delinquent credit card
     loan ratio/c/                   4.33            (0.48)        3.85
- -----------------------------------------------------------------------
</TABLE>
/a/ Includes the effects of  accumulated  credit card  securitizations  
    of $5,621  million at June 30, 1998, which includes a $500 million
    purchased credit card  portfolio.
/b/ Represents charge-offs on the investor's share.
/c/ 30 days or more past due.

<PAGE>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

                                     TABLE 9
                                LOAN OUTSTANDINGS

                                          June 30   March 31   June 30
   (in millions)                             1998       1998      1997
                                         --------   --------  --------

<S>                                      <C>        <C>       <C> 
   DOMESTIC
   Consumer:
 1   Residential first mortgages         $ 31,600   $ 31,711  $ 37,163
 2   Residential junior mortgages          12,561     12,920    13,700
 3   Other installment                     17,818     18,179    18,410
 4   Credit card/a/                         5,151      5,680     7,624
 5   Other individual lines of credit         955      1,833     1,961
 6   Other                                    360        353       413
                                         --------   --------  --------
 7     Total consumer                      68,445     70,676    79,271

   Commercial:
 8   Commercial and industrial             40,036     37,765    35,621
 9   Loans secured by real estate          12,783     12,968    12,669
10   Financial institutions                 3,724      3,571     2,947
11   Lease financing                        2,767      2,861     2,809
12   Loans for purchasing or carrying
       securities                           2,970      2,794     2,616
13   Construction and development
       loans secured by real estate         2,434      2,350     2,262
14   Agricultural                           1,651      1,641     1,560
15   Other                                  1,859      1,904     1,738
                                         --------   --------  --------
16     Total commercial                    68,224     65,854    62,222
                                         --------   --------  --------
17       Total domestic loans             136,669    136,530   141,493

   FOREIGN
18 Commercial and industrial               18,478     18,939    17,762
19 Banks and other financial
     institutions                           4,533      3,815     4,818
20 Governments and official
     institutions                             810        723       851
21 Other                                    6,131      5,513     5,237
                                         --------   --------  --------
22   Total foreign loans                   29,952     28,990    28,668
                                         --------   --------  --------

23     Total loans                       $166,621   $165,520  $170,161
                                         ========   ========  ========
- -----------------------------------------------------------------------
</TABLE>
/a/ Excludes  outstanding  securitized credit card receivables of
    $5,621 million, $4,871 million, and $2,221 million, at June 30, 
    1998,  March 31, 1998, and  June 30, 1997, respectively.

<PAGE>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                    TABLE 10
                          SELECTED CREDIT QUALITY DATA

                                          June 30   March 31   June 30
  (dollar amounts in millions)               1998       1998      1997
                                         --------   --------  --------
<S>                                      <C>        <C>       <C> 
   Nonaccrual assets:
 1   Commercial and industrial               $166     $  258      $228
 2   Commercial loans secured by real
       estate                                  67         90       120
 3   Construction and development
       loans secured by real estate            24         29        59
 4   Consumer                                 333        374       373
 5   Foreign                                  361        285        81
                                             ----     ------      ----

 6       Total nonaccrual assets             $951     $1,036      $861
                                             ====     ======      ====

 7 Restructured loans                        $251     $  258      $302
 8 Loans past due 90 days or more
     and still accruing interest/a/           159        171       214
 9 Other real estate owned                    175        163       242
10 Allowance for credit losses to
     total loans                             2.11%      2.13%     2.11%
11 Allowance for credit losses to
     total nonaccrual assets               369.66     339.67    413.99
   Annualized ratio of net credit
     losses to average total loan
     outstandings:
12   Quarter ended                           0.55       0.58      0.54
13   Year-to-date                            0.57       0.58      0.52
- ----------------------------------------------------------------------
</TABLE>
/a/ Includes consumer loans of $124 million, $153 million, and
    $190 million at June 30, 1998, March 31, 1998, and June 30, 1997,
    respectively.

=====================================================================
<TABLE>
<CAPTION>

                                    TABLE 11
                     ANALYSIS OF CHANGE IN NONACCRUAL ASSETS

                                                  Second       First
                                                 Quarter     Quarter
   (in millions)                                    1998        1998
                                                 -------    --------
<S>                                              <C>        <C>   
 1 Balance, beginning of period                   $1,036      $  899

   Additions:
 2 Loans placed on nonaccrual status                 166         290

   Deductions:
 3 Sales                                             (38)        (50)
 4 Restored to accrual status                        (43)         (6)
 5 Foreclosures                                      (18)          -
 6 Charge-offs                                       (76)        (38)
 7 Other, primarily payments                         (76)        (59)
                                                  ------      ------
 8   Balance, end of period                       $  951      $1,036
                                                  ======      ======
</TABLE>

<PAGE>


                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                    TABLE 12
                         NET CREDIT LOSSES (RECOVERIES)

                                             Second     First    Second
                                            Quarter   Quarter   Quarter
    (in millions)                              1998      1998      1997
                                            -------   -------   -------
<S>                                         <C>       <C>       <C>
    Domestic consumer: 
 1    Residential first mortgages              $  3      $  4      $  7
 2    Residential junior mortgages                2         6         8
 3    Credit card                                84       111       124
 4    Other installment                          39        62        49
 5    Other individual lines of credit           18        21        20
 6    Other                                       7         5         4
    Domestic commercial:
 7    Commercial and industrial                  23         8        19
 8    Loans secured by real estate                -        (1)        -
 9    Construction and development
        loans secured by real estate              -         -        (8)
10    Financial institutions, lease
        financing, loans for
        purchasing or carrying
        securities, and agricultural              -         -        (1)
                                               ----      ----      ----
11          Total domestic                      176       216       222
12  Foreign                                      54        23         2
                                               ----      ----      ----

13          Total net credit losses            $230      $239      $224
                                               ====      ====      ====
</TABLE>

========================================================================
<TABLE>
<CAPTION>

                                    TABLE 13
                DOMESTIC CONSUMER LOAN DELINQUENCY INFORMATION/a/

                                           June 30    March 31   June 30
   (dollar amounts in millions)               1998        1998      1997
                                          --------    --------  --------
<S>                                       <C>         <C>       <C> 
   Delinquent consumer loans:  
 1   Residential first mortgages            $  752      $  810    $  907
 2   Residential junior mortgages              109         119       144
 3   Credit card                               198         251       322
 4   Other                                     280         304       352
                                            ------      ------    ------
 5     Total delinquent consumer loans      $1,339      $1,484    $1,725
                                            ======      ======    ======
   Delinquent consumer loan ratios/b/:
 6   Residential first mortgages              2.38%       2.55%     2.44%
 7   Residential junior mortgages             0.87        0.92      1.05
 8   Credit card                              3.85        4.42      4.23
 9   Other                                    1.46        1.49      1.69
10     Total delinquent consumer
         loan ratio                           1.96%       2.10%     2.18%
                                              ====        ====      ====
- ------------------------------------------------------------------------
</TABLE>
/a/ 30 days or more past due.
/b/ Ratios  represent  delinquent  balances  expressed as a percentage 
    of total loans for that loan category.

<PAGE>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                    TABLE 14

            ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES BY LOAN TYPE/a/

                                     June 30, 1998       March 31, 1998
                                ------------------   ------------------
                                           Percent              Percent
   (dollar amounts                         of Loan              of Loan
   in millions)                Allowance  Category   Allowance Category
                               ---------  --------   --------- --------
   <S>                         <C>        <C>        <C>       <C>
   Domestic consumer:
 1   Residential first
       mortgages                  $   61      0.19%     $   78     0.24%
 2   Residential junior
       mortgages                      87      0.69          98     0.76
 3   Credit card                     320      6.22         373     6.56
 4   Other consumer                  749      3.92         801     3.93

   Domestic commercial:
 5   Commercial and industrial/b/    528      1.18         538     1.27
 6   Loans secured by
       real estate                   180      1.41         184     1.42
 7   Financial institutions            4      0.10          11     0.31
 8   Lease financing                  34      1.22          33     1.16
 9   Construction and
       development loans
       secured by real estate         52      2.13          50     2.12
10   Agricultural                     22      1.36          22     1.36
11 Foreign                         1,148      3.83       1,109     3.83
12 Unallocated                       332         -         220        -
                                  ------                ------

13   Total                        $3,517      2.11%     $3,517     2.13%
                                  ======                ======
- ------------------------------------------------------------------------
</TABLE>
/a/ Includes the allowance  for credit  losses on impaired  loans of
    $158 million and $171  million at June 30, 1998 and March 31,  1998,  
    respectively. While management has allocated the allowance to various 
    portfolio  segments,  it is  general in nature and is available for
    the loan portfolio in its entirety.
/b/ Includes the allowance for credit losses for commercial and  
    industrial loans,  loans for  purchasing or carrying  securities, 
    and other commercial loans.

<PAGE>

                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                              FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

                                    TABLE 15
                           REGIONAL FOREIGN EXPOSURES

 (in millions)                                         June 30, 1998/a/
                            ----------------------------------------
                                         Total       Gross
                                        Cross-       Local
                              Total     border     Country
Region/Country             Exposure/b/   Loans      Claims/c/  Other/d/
                           --------    -------     -------   -------        
<S>                        <C>         <C>         <C>       <C>
ASIA
 1 China                    $   494     $  209     $   102    $  183
 2 Hong Kong                  5,131         74       4,744       313
 3 India                      2,231        317       1,630       284
 4 Indonesia                    713        259         233       221
 5 Japan                      3,346        201       1,487     1,658
 6 Korea (South)              2,510        796         412     1,302
 7 Malaysia                     898          9         824        65
 8 Pakistan                     433          8         419         6
 9 Philippines                  585        216         173       196
10 Singapore                  1,846        112       1,623       111
11 Taiwan                     1,637        404       1,134        99
12 Thailand                   1,232        130         854       248
13 Other                         77          -          77         -
                            -------     ------      ------    ------
14   Total                   21,133      2,735      13,712     4,686

CENTRAL AND EASTERN EUROPE
15 Russia Federation            668         84          12       572
16 Other                        648        242         102       304
                           --------     ------      ------    ------
17   Total                    1,316        326         114       876

LATIN AMERICA
18 Argentina                  1,594        273         908       413
19 Brazil                     2,637      1,064       1,039       534
20 Chile                      1,933      1,254         587        92
21 Colombia                     557        472          53        32
22 Mexico                     3,872      1,916/e/      486     1,470
23 Venezuela                    569        129          83       357
24 Other                        266          3           -       263
                             ------    -------      ------    ------
25   Total                   11,428      5,111       3,156     3,161

26     Total                $33,877     $8,172/f/  $16,982    $8,723
                            =======     ======     =======    ======
- -------------------------------------------------------------------
</TABLE>
/a/ Amounts are preliminary.
/b/ Includes the following foreign assets: loans, accrued interest,  
    acceptances, interest-bearing  deposits in banks,trading account 
    securities, available-for-sale and held-to-maturity securities,  
    other interest-bearing investments, and other monetary assets. 
    Amounts also include unrealized gains on off-balance-sheet
    instruments,  unused commitments, and available-for-sale
    and held-to-maturity securities that are collateralized by
    U.S. Treasury securities.
/c/ Represents claims of BAC's foreign offices on local country
    residents, including trading account securities, derivative 
    products, unused commitments, and available-for-sale and 
    held-to-maturity securities regardless of the currency.
/d/ Includes: accrued interest receivable, acceptances, interest-
    bearing deposits in banks, trading account securities, other 
    interest-earning investments, other short-term monetary assets,
    unrealized gains on off-balance-sheet instruments, unused 
    commitments, and available-for-sale and held-to-maturity securities, 
    including securities that are collateralized by U.S. Treasury 
    securities as follows: Mexico - $1,058 million, Venezuela -
    $252 million, Philippines - $22 million, and Latin America Other - 
    $89 million. Held-to-maturity securities amounted to $1,117 million
    with a fair value of $1,062 million.
/e/ Includes a $30 million loan that is collateralized by zero-coupon
    U.S. Treasury securities.
/f/ Amounts also include nonaccrual loans of $325 million.

<PAGE>

<TABLE>
<CAPTION>
                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                            Second      First    Second
                                           Quarter    Quarter   Quarter
     (in millions)                            1998       1998      1997
                                           -------    -------   -------
   <S>                                      <C>        <C>       <C>
     INTEREST INCOME
 1   Loans, including fees                  $3,367     $3,388    $3,513
 2   Interest-bearing deposits in banks         99        108       105
 3   Federal funds sold                         10          8         9
 4   Securities purchased under
       resale agreements                       259        233       180
 5   Trading account assets                    387        383       298
 6   Available-for-sale and held-to-
       maturity securities                     275        283       270
                                            ------     ------    ------
 7       TOTAL INTEREST INCOME               4,397      4,403     4,375

     INTEREST EXPENSE
 8   Deposits                                1,453      1,489     1,424
 9   Federal funds purchased                    25         27        19
10   Securities sold under repurchase
       agreements                              280        251       178
11   Other short-term borrowings               283        293       287
12   Long-term debt                            250        248       257
                                            ------     ------    ------
13       TOTAL INTEREST EXPENSE              2,291      2,308     2,165
                                            ------     ------    ------
14       NET INTEREST INCOME                 2,106      2,095     2,210
15   Provision for credit losses               230        245       250
                                            ------     ------    ------
16       NET INTEREST INCOME AFTER
           PROVISION FOR CREDIT LOSSES       1,876      1,850     1,960

     NONINTEREST INCOME
17   Deposit account fees                      357        338       361
18   Credit and other card fees                100         91        93
19   Trust fees                                 82         75        61
20   Other fees and commissions                651        562       417
21   Trading income                            119        251       218
22   Equity investment activities              125        190        98
23   Net gain on sales of loans                149        115        44
24   Net gain (loss) on available-for-sale
        debt securities                         12         61        (1)
25   Net gain (loss) on sales of
        subsidiaries and operations            (41)        20        27
26   Other income                              289        110       108
                                            ------     ------    ------
27       TOTAL NONINTEREST INCOME            1,843      1,813     1,426

     NONINTEREST EXPENSE
28   Salaries                                1,007      1,050       873
29   Employee benefits                         181        179       189
30   Occupancy                                 195        191       183
31   Equipment                                 179        171       173
32   Professional services                     134        112        82
33   Communications                             98         97        96
34   Amortization of intangibles                90         91        89
35   Other expense                             419        397       362
                                            ------     ------    ------
36       TOTAL NONINTEREST EXPENSE           2,303      2,288     2,047
                                            ------     ------    ------
37         INCOME BEFORE INCOME TAXES        1,416      1,375     1,339
38   Provision for income taxes                526        540       540
                                            ------     ------    ------

39               NET INCOME                 $  890     $  835    $  799
                                            ======     ======    ======

</TABLE>

<PAGE>
                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                       Six Months Ended
                                                                June 30
                                                 ----------------------
   (in millions)                                    1998           1997
                                                 -------        -------
   <S>                                           <C>            <C>
   INTEREST INCOME
 1 Loans, including fees                          $6,755         $6,951
 2 Interest-bearing deposits in banks                207            204
 3 Federal funds sold                                 18             17
 4 Securities purchased under
     resale agreements                               492            335
 5 Trading account assets                            770            567
 6 Available-for-sale and held-to-
     maturity securities                             558            556
                                                  ------         ------
 7     TOTAL INTEREST INCOME                       8,800          8,630

   INTEREST EXPENSE
 8 Deposits                                        2,942          2,790
 9 Federal funds purchased                            52             32
10 Securities sold under repurchase
     agreements                                      531            327
11 Other short-term borrowings                       576            562
12 Long-term debt                                    498            520
                                                  ------         ------
13     TOTAL INTEREST EXPENSE                      4,599          4,231
                                                  ------         ------
14     NET INTEREST INCOME                         4,201          4,399
15  Provision for credit losses                      475            470
                                                  ------         ------
16     NET INTEREST INCOME AFTER
         PROVISION FOR CREDIT LOSSES               3,726          3,929

   NONINTEREST INCOME
17 Deposit account fees                              695            721
18 Credit and other card fees                        191            180
19 Trust fees                                        157            118
20 Other fees and commissions                      1,213            792
21 Trading income                                    370            406
22 Equity investment activities                      315            204
23 Net gain on sales of loans                        264            103
24 Net gain on available-for-sale
     debt securities                                  73             12
25 Net gain (loss) on sales of
     subsidiaries and operations                     (21)            40
26 Other income                                      399            220
                                                  ------         ------
27     TOTAL NONINTEREST INCOME                    3,656          2,796

   NONINTEREST EXPENSE
28 Salaries                                        2,057          1,712
29 Employee benefits                                 360            378
30 Occupancy                                         386            369
31 Equipment                                         350            355
32 Professional services                             246            157
33 Communications                                    195            189
34 Amortization of intangibles                       181            180
35 Other expense                                     816            740
                                                  ------         ------
36     TOTAL NONINTEREST EXPENSE                   4,591          4,080
                                                  ------         ------
37        INCOME BEFORE INCOME TAXES               2,791          2,645
38 Provision for income taxes                      1,066          1,066
                                                  ------         ------

39            NET INCOME                          $1,725         $1,579
                                                  ======         ======

</TABLE>

<PAGE>
                    BANKAMERICA CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                           June 30   March 31   June 30
   (in millions)                              1998       1998      1997
                                          --------   --------  --------
   <S>                                    <C>        <C>       <C>
   ASSETS
 1 Cash and due from banks                $ 14,053   $ 14,699  $ 14,884
 2 Interest-bearing deposits in banks        5,566      5,737     7,037
 3 Federal funds sold                          688      1,748       270
 4 Securities purchased under resale
     agreements                             11,532     11,179     7,272
 5 Trading account assets                   19,314     21,328    16,765
 6 Available-for-sale securities            12,574     12,328    11,959
 7 Held-to-maturity securities               3,420      3,645     3,858

 8 Loans                                   166,621    165,520   170,161
 9 Less: Allowance for credit losses         3,517      3,517     3,563
                                          --------   --------  --------
10   Net loans                             163,104    162,003   166,598
11 Customers' acceptance liability           2,688      3,374     3,230
12 Accrued interest receivable               1,693      1,625     1,567
13 Goodwill, net                             3,740      3,790     3,842
14 Identifiable intangibles, net             1,381      1,420     1,499
15 Unrealized gains on off-balance-
     sheet instruments                       9,147      9,347     7,319
16 Premises and equipment, net               3,528      3,831     3,944
17 Other assets                             11,457      9,382     8,319
                                          --------   --------  --------

18     TOTAL ASSETS                       $263,885   $265,436  $258,363
                                          ========   ========  ========

   LIABILITIES & STOCKHOLDERS' EQUITY 
   Deposits in domestic offices:
19   Interest-bearing                     $ 94,535   $ 95,387  $ 83,308
20   Noninterest-bearing                    35,392     33,628    41,434
   Deposits in foreign offices:
21   Interest-bearing                       46,594     43,249    46,667
22   Noninterest-bearing                     1,573      1,626     1,759
                                          --------   --------  --------
23     Total deposits                      178,094    173,890   173,168
24 Federal funds purchased                     702        810     1,730
25 Securities sold under repurchase
     agreements                             12,701     13,500     9,699
26 Other short-term borrowings              16,293     18,333    18,327
27 Acceptances outstanding                   2,689      3,374     3,230
28 Accrued interest payable                    988      1,004       958
29 Unrealized losses on off-balance-
       sheet instruments                     8,093      8,792     7,157
30 Other liabilities                         8,553      9,626     7,117
31 Long-term debt                           13,521     14,011    14,736
                                          --------   --------  --------
32     TOTAL LIABILITIES                   241,634    243,340   236,122

33 Corporation  obligated  mandatorily  
     redeemable  preferred securities 
     of subsidiary trusts holding  
     solely junior subordinated  
     deferrable interest debentures 
     of the corporation (trust 
     preferred securities)                   2,212      2,212     1,873

   STOCKHOLDERS' EQUITY
34 Preferred stock                               -        614     1,596
35 Common stock                              1,210      1,210     1,210
36 Additional paid-in capital                8,022      7,994     7,872
37 Retained earnings                        14,922     14,292    12,598
38 Net unrealized gain on
      available-for-sale securities             81         66        13
39 Common stock in treasury, at cost        (4,196)    (4,292)   (2,921)
                                          --------   --------  --------
40     TOTAL STOCKHOLDERS' EQUITY           20,039     19,884    20,368
                                          --------   --------  --------
41       TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY          $263,885   $265,436  $258,363
                                          ========   ========  ========
- ------------------------------------------------------------------------
</TABLE>


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