<PAGE>
- --------------------------------------------------------------------------------
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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
Date of Report (Date of earliest event reported): APRIL 20, 1995
BANK OF BOSTON CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-6522 04-2471221
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 434-2200
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<PAGE>
-2-
ITEM 5. OTHER EVENTS.
- ----------------------
On April 20, 1995, Bank of Boston Corporation (the Corporation) issued a
press release announcing its earnings for the quarter ended March 31, 1995. The
financial information that is included herewith as Exhibit 99 was included in
the Corporation's press release and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
- -------------------------------------------
(c) Exhibits.
99 Financial information included in the Corporation's Press Release dated
April 20, 1995
<PAGE>
-3-
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 hereunto duly authorized.
BANK OF BOSTON CORPORATION
/s/ William J. Shea
Dated: April 26, 1995 _______________________________
William J. Shea
Vice Chairman,
Chief Financial Officer and Treasurer
<PAGE>
BANK OF BOSTON
BOSTON, April 20, 1995 -- Bank of Boston Corporation (NYSE: BKB) reported
today first quarter net income of $125 million, or $1.04 per common share on a
fully diluted basis. This compares with $121 million, or $1.01 per share, in
the fourth quarter of 1994 and with net income before extraordinary items of
$103 million, or $.85 per share, in the first quarter of 1994.
First quarter highlights were:
- Total revenues, excluding gains from the sales of businesses, grew
to $646 million on a fully taxable equivalent basis, compared with
$634 million in the prior quarter and $550 million in the first
quarter of 1994;
- On a fully taxable equivalent basis, operating income (before credit
costs and gains from sales of businesses) improved to $265 million in
the first quarter, compared with $256 million in the prior quarter and
$209 million in the first quarter of 1994;
- Operating ratio improved further to 59.0% in the first quarter.
This compares with 59.6% in the prior quarter and 62.0% in the first
quarter of 1994;
- Net interest margin in the first quarter rose to 4.56%, compared with
4.39% in the prior quarter and 3.80% in the first quarter of 1994;
- Nonaccrual loans and OREO totaled $422 million at March 31, 1995,
compared with $441 million at December 31, 1994 and $465 million at
March 31, 1994;
- Return on average common equity was 17.43% in the first quarter of
1995, compared with 16.86% in the prior quarter and 15.56% in the
first quarter of 1994 (before extraordinary items). On this same
basis, return on average assets was 1.19% in the first quarter of
1995, compared with 1.08% in the prior quarter and 1.01% in the first
quarter of 1994.
<PAGE>
BANK OF BOSTON
During the first quarter, the Corporation also:
- Recognized a pre-tax gain of $75 million ($30 million after-tax) from
the sale of its Maine and Vermont banking subsidiaries early in the
first quarter. The sale also removed $35 million of non-tax deductible
goodwill from the balance sheet;
- Strengthened loan loss reserves by recording a special $50 million
($29 million after-tax) loan loss provision, bringing the total
provision to $90 million for the quarter. As a result, reserve
coverage grew to nearly 200% of nonaccrual loans and 2.3% of total
loans.
<PAGE>
BANK OF BOSTON
NET INTEREST REVENUE
Net interest revenue, on a fully taxable equivalent basis, was $427 million
for the first quarter of 1995, compared with $435 million in the prior quarter
and $342 million for the same period in 1994. Net interest margin was 4.56% for
the first quarter of 1995, compared with 4.39% in the fourth quarter of 1994 and
3.80% in the first quarter of last year.
The 17 basis point improvement in margin from the fourth quarter was mainly
due to interest recoveries on loans, an increase in dividends from venture
investments and wider spreads from Latin American operations. Net interest
revenue, however, declined $8 million from the fourth quarter as a $1.4 billion
decrease in average earning assets, principally due to the sale of the Maine and
Vermont banking subsidiaries, more than offset the factors listed above which
contributed to the margin improvement.
The $85 million increase in net interest revenue and the 76 basis point
improvement in net interest margin from the first quarter of 1994 reflected
wider spreads from both domestic and international operations. Domestically,
the Corporation benefited from loan yields growing at a faster pace than retail
deposit rates, while the international improvement was primarily driven by
Argentina and Brazil. Net interest revenue also benefited from higher domestic
consumer and Latin American loan levels.
NONINTEREST INCOME
Noninterest income is composed of the following:
<TABLE>
<CAPTION>
Fourth
Quarter First Quarter
- ------- -------------
1994 (in millions) 1995 1994 Change
---- ---- ---- ------
<C> <S> <C> <C> <C>
$105 Financial service fees $106 $ 92 $ 14
53 Trust and agency fees 53 48 5
0 Trading profits and commissions 1 4 (3)
3 Securities portfolio gains, net 6 4 2
2 Mezzanine/venture capital profits, net 16 14 2
11 Foreign exchange trading profits 12 9 3
25 Other income 24 37 (13)
---- ---- ---- ----
$199 Subtotal $218 $208 $ 10
Gains from sales of businesses:
0 Maine/Vermont banking subsidiaries 75 0 75
0 Domestic factoring business 0 27 (27)
---- ---- ---- ----
$199 Total $293 $235 $ 58
==== ==== ==== ====
</TABLE>
Early in the first quarter of 1995, the Corporation completed the sale of
its Maine and Vermont banking subsidiaries and recorded a pre-tax gain of $75
million ($30 million after-tax). The effective tax rate applied to this gain is
higher than the Corporation's normal effective tax rate due to the removal of
$35 million in non-tax deductible goodwill from the Corporation's balance sheet.
Noninterest income before gains from sales of businesses grew $19 million
from the fourth quarter and $10 million from the first quarter of 1994. The
increase from the fourth quarter was mainly due to a $14 million increase in
mezzanine/venture capital profits reflecting a higher level of sales activity.
The increase from the first quarter of last year reflected higher financial
service fees, as well as higher trust and agency fees. The increase in trust
and agency fees was due to increased volumes in the Latin American mutual fund
and domestic stock transfer businesses. Other income in the first quarter of
1994 included net gains from the sale of securities originally acquired in
connection with loan restructurings.
<PAGE>
BANK OF BOSTON
FINANCIAL SERVICE FEES
The components of financial service fees are as follows:
<TABLE>
<CAPTION>
Fourth
Quarter First Quarter
- ------- -------------
1994 (in millions) 1995 1994 Change
---- ---- ---- ------
<C> <S> <C> <C> <C>
$ 33 Deposit fees $ 30 $30 $ 0
17 Letters of credit and acceptance fees 19 13 6
17 Net mortgage servicing fees 21 10 11
16 Loan-related fees 13 14 (1)
0 Factoring fees 0 2 (2)
22 Other 23 23 0
---- ---- --- ---
$105 Total $106 $92 $14
==== ==== === ===
</TABLE>
The increase in mortgage servicing fee income from prior year periods
reflected higher levels of average servicing volume. The servicing portfolio
stood at $38 billion at March 31, 1995 and December 31, 1994, compared with $29
billion at March 31, 1994. Letter of credit fees increased from prior period
quarters mainly reflecting growth from international units, particularly Brazil.
Loan-related fees declined from last quarter reflecting the particularly strong
syndication volume that occurred during the fourth quarter of 1994. The decline
in deposit fees from the fourth quarter was due, in part, to the sale of the
Maine and Vermont banking subsidiaries ($1.3 billion of deposit volume).
NONINTEREST EXPENSE
The components of noninterest expense are as follows:
<TABLE>
<CAPTION>
Fourth
Quarter First Quarter
- ------- -------------
1994 (in millions) 1995 1994 Change
---- ---- ---- ------
<C> <S> <C> <C> <C>
$213 Employee costs $217 $195 $22
59 Occupancy & equipment 59 56 3
13 Professional fees 13 12 1
13 FDIC insurance premiums 12 11 1
80 Other 80 68 12
---- ---- ---- ---
378 Noninterest expense before OREO costs 381 342 39
4 OREO costs 2 5 (3)
---- ---- ---- ---
$382 Total $383 $347 $36
==== ==== ==== ===
</TABLE>
Noninterest expense before OREO costs, was $381 million in the first
quarter of 1995, compared with $378 million in the prior quarter and $342
million for the same quarter in 1994. Using this expense base, the
Corporation's operating ratio of expenses to revenue improved to 59.0% in the
first quarter of 1995, compared with 59.6% in the fourth quarter of 1994 and
62.0% in the first quarter of last year.
Compared with the fourth quarter of 1994, employee costs grew $4 million
reflecting, in part, higher benefits expenses, higher costs in Latin America and
the addition of Ganis Credit Corp. This was partially offset by a decline
stemming from the sale of the Maine and Vermont banking subsidiaries. The total
number of employees declined by approximately 400 from December 31, 1994 as
reductions from the sale of the Maine and Vermont banking subsidiaries were
partially offset by the addition of Ganis Credit Corp. and an increase in Latin
America, as the Corporation continues its strategic expansion in this area.
<PAGE>
BANK OF BOSTON
Compared with the first quarter of 1994, noninterest expense before OREO
costs, increased $39 million. This was mainly due to a $22 million increase in
employee costs reflecting increases from the Corporation's Latin American and
personal banking businesses coupled with higher levels of incentive
compensation. Nonemployee costs grew $17 million reflecting higher levels of
advertising and travel expense, increased amortization of goodwill stemming from
the Corporation's 1994 acquisitions and the absence of a prior year property tax
rebate.
CREDIT PROFILE
Loan and Lease Portfolio
The segments of the lending portfolio are as follows:
<TABLE>
<CAPTION>
(in millions) 3-31-95 12-31-94 9-30-94 6-30-94 3-31-94
------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
United States Operations:
Commercial, industrial and financial $11,684 $11,805 $11,987 $11,871 $12,064
Commercial real estate
Construction 355 354 464 499 542
Other commercial real estate 2,645 3,141 3,110 3,084 2,851
Consumer-related loans
Secured by 1-4 family residential properties 4,635 5,004 4,878 4,215 3,923
Other 2,603 2,462 2,373 2,283 1,795
Lease financing 1,350 1,366 1,312 1,263 1,257
Unearned income (216) (216) (199) (198) (202)
------- ------- ------- ------- -------
23,056 23,916 23,925 23,017 22,230
------- ------- ------- ------- -------
International Operations:
Loans and lease financing, net of
unearned income 7,383 7,089 6,956 6,949 6,324
------- ------- ------- ------- -------
Total loans and lease financing $30,439 $31,005 $30,881 $29,966 $28,554
======= ======= ======= ======= =======
</TABLE>
The decline in domestic loans and leases from December 31, 1994 reflected a
$1.2 billion reduction from the sale of the Maine and Vermont banking
subsidiaries. Excluding the effect of the Maine and Vermont sale, domestic
loans and leases grew approximately $300 million due to higher levels of
consumer-related loans. This increase reflected growth from Ganis Credit Corp.
and Fidelity Acceptance Corp.
The international portfolio increased by $294 million due, in part, to
ongoing growth in the Latin American portfolio.
<PAGE>
BANK OF BOSTON
Nonaccrual Loans and OREO
Nonaccrual loans and OREO amounted to $422 million at March 31, 1995,
compared with $441 million at December 31, 1994, and $465 million at March 31,
1994. The decline from December 31, 1994 is primarily due to the sale of the
Maine and Vermont banking subsidiaries. Nonaccrual loans and OREO represented
1.4% of related assets at March 31, 1995 and December 31, 1994, compared with
1.6% at March 31, 1994.
The components of consolidated nonaccrual loans and OREO are as follows:
<TABLE>
(in millions) 3-31-95 12-31-94 9-30-94 6-30-94 3-31-94
-------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Domestic nonaccrual loans:
Commercial, industrial and financial $111 $113 $119 $131 $112
Commercial real estate
Construction 20 13 18 30 27
Other commercial real estate 97 106 119 160 134
Consumer-related loans
Secured by 1-4 family residential properties 45 44 35 30 17
Other 21 24 15 9 13
---- ---- ---- ---- ----
294 300 306 360 303
---- ---- ---- ---- ----
International nonaccrual loans 57 65 71 87 96
---- ---- ---- ---- ----
Total nonaccrual loans 351 365 377 447 399
OREO 71 76 93 71 66
---- ---- ---- ---- ----
Total $422 $441 $470 $518 $465
==== ==== ==== ==== ====
</TABLE>
<PAGE>
BANK OF BOSTON
Provision and Reserve for Credit Losses
The reserve for credit losses at March 31, 1995 was $696 million, or 2.29%
of outstanding loans and leases, compared with $680 million, or 2.19% at
December 31, 1994, and $664 million, or 2.33% at March 31, 1994. The reserve
for credit losses was 198% of nonaccrual loans at March 31, 1995, 186% at
December 31, 1994, and 166% at March 31, 1994.
The provision for credit losses was $90 million for the first quarter of
1995, including a special provision of $50 million reflecting management's
intent to further strengthen the Corporation's loan loss reserve. Provisions in
the fourth and first quarters of 1994 were $35 million and $45 million,
respectively. The provision in the first quarter of 1994 reflected, in part, a
transfer of assets to the accelerated disposition portfolio.
Net credit losses were $42 million for the first quarter of 1995, compared
with $31 million for the prior quarter and $32 million for the comparable period
last year. The increase in net credit losses from the fourth quarter was partly
due to a $7 million decline in recoveries. First quarter net credit losses in
Argentina were virtually unchanged from the prior quarter. Net credit losses as
a percent of average loans and leases on an annualized basis were .56% in 1995's
first quarter, compared with .40% for the fourth quarter of 1994 and .46% for
the first quarter of 1994.
Net credit losses were as follows:
<TABLE>
<CAPTION>
Fourth
Quarter First Quarter
- ------- -------------
1994 (in millions) 1995 1994*
---- ---- -----
<C> <S> <C> <C>
Domestic
$ 4 Commercial, industrial and financial $ 8 $(2)
8 Commercial real estate 6 7
Consumer-related loans
5 Secured by 1-4 family residential properties 4 3
7 Other 8 11
0 Lease financing 1 0
--- --- ---
24 Subtotal 27 19
7 International 15 13
--- --- ---
$31 Total $42 $32
=== === ===
</TABLE>
* Excludes credit losses related to the transfer of assets to the accelerated
disposition portfolio.
<PAGE>
BANK OF BOSTON
CAPITAL
The Corporation's tier 1 capital, total capital and leverage ratios were
7.6%, 13.0% and 7.2%, respectively, at March 31, 1995, compared with 7.0%, 12.2%
and 6.5%, respectively, at December 31, 1994. The improvement in these ratios
reflected the sale of the Maine and Vermont banking subsidiaries which resulted
in lower levels of risk adjusted assets and the removal of $35 million of
goodwill from the Corporation's balance sheet. In addition, the tier 1 ratio
benefited from the redemption of $94 million of the Corporation's convertible
subordinated debentures. Substantially all of these debentures were converted
into common stock by the holders prior to March 31.
THE CORPORATION
Bank of Boston Corporation, New England's only global bank, with assets of
$43.5 billion, is a superregional bank holding company that operates in three
principal businesses: Personal Banking, Corporate Banking and Global Banking.
Its major banking subsidiaries are The First National Bank of Boston, in
Massachusetts, Bank of Boston Connecticut and Rhode Island Hospital Trust
National Bank. The Corporation and its subsidiaries provide a broad range of
financial services to individual, corporate, institutional and governmental
customers, as well as to other banks in New England and in selected markets
across the nation and around the world. The Corporation's common and preferred
stocks are listed on the New York and Boston exchanges.
<PAGE>
BANK OF BOSTON
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
(dollars in millions)
December 31 March 31
- ----------- ------------------
1994 1995 1994
---- ------- -------
<C> <S> <C> <C>
Assets
Securities:
$ 1,703 Held to maturity $ 1,857 $ 1,292
2,997 Available for sale 2,388 1,897
31,005 Loans and lease financing 30,439 28,554
(680) Reserve for credit losses (696) (664)
------- ------- -------
30,325 Net loans and lease financing 29,743 27,890
3,524 Other earning assets 3,286 4,761
6,081 Cash and other nonearning assets 6,188 6,584
------- ------- -------
$44,630 Total Assets $43,462 $42,424
======= ======= =======
Liabilities and Stockholders' Equity
$31,356 Deposits $28,275 $28,153
6,360 Funds borrowed 7,752 7,894
2,169 Notes payable 2,093 1,949
1,603 Other liabilities 2,014 1,481
------- ------- -------
41,488 Total Liabilities 40,134 39,477
------- ------- -------
Stockholders' Equity
508 Preferred equity 508 508
2,634 Common equity 2,820 2,439
------- ------- -------
3,142 Total Stockholders' Equity 3,328 2,947
------- ------- -------
$44,630 Total Liabilities and Stockholders' Equity $43,462 $42,424
======= ======= =======
</TABLE>
SELECTED AVERAGE BALANCES
<TABLE>
<CAPTION>
Quarter Quarters
Ended Ended
December 31 March 31
- ----------- ----------------------
1994 1995 1994
------- ------- --------
<C> <S> <C> <C>
Assets
$31,076 Loans and lease financing $30,123 $28,615
4,435 Securities 4,288 2,945
39,349 Total earning assets 37,987 36,502
44,400 Total assets 42,845 41,214
Liabilities and Stockholders' Equity
25,263 Interest bearing deposits 24,145 23,485
5,182 Noninterest bearing deposits 4,609 5,130
------- ------- -------
30,445 Total deposits 28,754 28,615
2,141 Notes payable 2,133 2,194
34,598 Total interest bearing liabilities 33,562 31,709
2,621 Common stockholders' equity 2,699 2,434
3,129 Total stockholders' equity 3,207 2,942
</TABLE>
NUMBER OF EMPLOYEES
<TABLE>
<CAPTION>
Mar 31 Dec 31 Mar 31
1995 1994 1994
------ ------ ------
<S> <C> <C> <C>
Full time equivalent employees 17,926 18,355 18,496
</TABLE>
<PAGE>
BANK OF BOSTON
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
Quarter Ended Quarters Ended
December 31 March 31
- ------------- -------------------
1994 1995 1994
-------- -------- --------
<C> <S> <C> <C>
$1,071.4 Interest income $1,033.3 $ 723.6
638.0 Interest expense 607.4 382.9
-------- -------- --------
433.4 Net interest revenue 425.9 340.7
35.0 Provision for credit losses 90.0 45.0
-------- -------- --------
Net interest revenue after
398.4 provision for credit losses 335.9 295.7
-------- -------- --------
Noninterest income:
105.5 Financial service fees 105.6 92.4
53.1 Trust and agency fees 52.7 47.7
(.1) Trading profits and commissions 1.1 3.9
2.5 Securities portfolio gains, net 6.1 3.9
37.6 Other income 127.7 87.2
-------- -------- --------
198.6 Total noninterest income 293.2 235.1
-------- -------- --------
Noninterest expense:
177.8 Salaries 176.4 157.8
35.1 Employee benefits 40.4 37.0
34.4 Occupancy expense 34.9 31.9
24.9 Equipment expense 24.1 23.6
105.6 Other expense 105.3 91.1
-------- -------- --------
377.8 Subtotal 381.1 341.4
4.1 OREO costs 2.1 5.3
-------- -------- --------
381.9 Total noninterest expense 383.2 346.7
-------- -------- --------
215.1 Income before income taxes and extraordinary item 245.9 184.1
94.3 Provision for income taxes 120.6 81.4
-------- -------- --------
120.8 Income before extraordinary item 125.3 102.7
Extraordinary loss from early extinguishment of debt,
0 net of tax 0 (6.6)
-------- -------- --------
$ 120.8 NET INCOME $ 125.3 $ 96.1
======== ======== ========
PER COMMON SHARE:
Income before extraordinary item:
$1.04 Primary $ 1.08 $ .88
$1.01 Fully diluted $ 1.04 $ .85
Net income:
$1.04 Primary $ 1.08 $ .82
$1.01 Fully diluted $ 1.04 $ .79
$ .27 Dividends declared $ .27 $ .22
Average number of common shares, in thousands:
107,108 Primary 107,278 106,198
111,831 Fully diluted 111,820 110,817
$ 9.4 Preferred dividends $ 9.4 $ 9.3
</TABLE>
<PAGE>
BANK OF BOSTON
OTHER DATA
<TABLE>
<CAPTION>
(dollars in millions, except per share amounts)
Quarter Ended Quarters Ended
December 31 March 31
- ------------- -------------------
1994 1995 1994
------ -------- --------
<C> <S> <C> <C>
NET INCOME BEFORE EXTRAORDINARY ITEM:
$120.8 Net income $125.3 $ 96.1
0 Extraordinary item, net of tax 0 6.6
------ ------ ------
$120.8 Net income before extraordinary item $125.3 $102.7
====== ====== ======
$ 1.04 Primary $ 1.08 $ .88
$ 1.01 Fully diluted $ 1.04 $ .85
RETURN ON AVERAGE TOTAL ASSETS (ANNUALIZED):
1.08% Net income 1.19% .95%
1.08% Net income before extraordinary item 1.19% 1.01%
RETURN ON AVERAGE COMMON EQUITY (ANNUALIZED):
16.86% Net income 17.43% 14.47%
16.86% Net income before extraordinary item 17.43% 15.56%
CONSOLIDATED NET INTEREST REVENUE AND MARGIN:
$435.4 Net interest revenue, fully taxable equivalent basis $427.4 $342.2
4.39% Net interest margin 4.56% 3.80%
4.61% DOMESTIC NET INTEREST MARGIN (ESTIMATED) 4.85 4.06%
</TABLE>
<TABLE>
<CAPTION>
December 31 March 31
- ------------- -------------------
1994 1995 1994
-------- -------- --------
<C> <S> <C> <C>
COMMON STOCKHOLDERS' EQUITY:
$ 2,634 Common stockholders' equity $ 2,820 $ 2,439
106,547 Common shares outstanding, in thousands 111,167 106,459
Per common share:
$ 24.72 Book value $ 25.36 $ 22.91
25.88 Market value 29.88 23.88
REGULATORY CAPITAL:
Risked-based capital ratios: Estimate
7.0% Tier 1 capital ratio (minimum required 4.00%) 7.6% 7.4%
12.2% Total capital ratio (minimum required 8.00%) 13.0% 12.7%
6.5% Leverage ratio 7.2% 6.9%
$ 2,874 Tier 1 capital $ 3,091 $ 2,834
4,974 Total capital 5,292 4,888
40,786 Total risk-adjusted assets 40,583 38,546
</TABLE>
<PAGE>
BANK OF BOSTON
RESERVE FOR CREDIT LOSSES
<TABLE>
<CAPTION>
(dollars in millions)
Quarter Ended Quarters Ended
December 31 March 31
- ------------- -------------------
1994 1995 1994
------ -------- --------
<C> <S> <C> <C>
$676.5 Beginning balance $680.2 $ 770.3
35.0 Provision for credit losses 90.0 45.0
Sale of Maine and Vermont banking subsidaries (32.7)
(50.0) Credit losses (53.5) (45.7)
18.7 Recoveries 11.5 13.6
------ ------ -------
(31.3) Net credit losses before losses related to
accelerated disposition portfolio (42.0) (32.1)
Credit losses related to exposures transferred to
0 accelerated disposition portfolio 0 (119.0)
------ ------ -------
$680.2 Ending balance $695.5 $ 664.2
====== ====== =======
2.19% Reserve as a % of loans and leases 2.29% 2.33%
====== ====== =======
186% Reserve as a % of nonaccrual loans 198% 166%
====== ====== =======
</TABLE>
RENEGOTIATED LOANS
<TABLE>
<CAPTION>
1994 1995
First Second Third Fourth First
Qtr Qtr Qtr Qtr Qtr
----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C>
Renegotiated loans $116 $81 $72 $68 $43
==== === === === ===
</TABLE>
