<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
COMMISSION FILE NO. 1-7410
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258-0001
(Full title of the Plan and the address of the Plan)
MELLON BANK CORPORATION
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258-0001
(Name of the issuer of the securities
held pursuant to the Plan and the
address of its principal executive office)
<PAGE>
[Logo of KPMG Peat Marwick]
MELLON BANK CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Index to Financial Statements and Schedules
December 31, 1993 and 1992
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits 2 - 3
Statements of Changes in Net Assets Available for Plan Benefits 4 - 5
Notes to Financial Statements 6 - 12
Schedule 1 - Assets Held for Investment Purposes 13
Schedule 2 - Reportable Transactions 14
</TABLE>
Note: All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure have been omitted because there
is no information to report.
<PAGE>
[Logo of KPMG Peat Marwick]
Independent Auditors' Report
Corporate Benefits Committee
Mellon Bank Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the Mellon Bank Corporation Retirement Savings Plan as of
December 31, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Mellon
Bank Corporation Retirement Savings Plan as of December 31, 1993 and 1992, and
the changes in net assets available for plan benefits for the years then ended
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedules 1 and 2 is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG Peat Marwick
May 27, 1994
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
Trust Funds
-------------------------------------------- Employer
Total Income Bond Stock Balanced Stock Fund Loan Fund
----- ------ ---- ----- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
------
Investments, at fair value
(cost $217,353,972):
Collective trust funds $213,966,176 66,672,021 18,595,308 64,186,703 64,499,960 12,184 --
Mellon Bank Corporation common stock 53,339,995 -- -- -- -- 53,339,995 --
Loans to participants 7,986,382 -- -- -- -- -- 7,986,382
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total investments 275,292,553 66,672,021 18,595,308 64,186,703 64,499,960 53,352,179 7,986,382
------------ ---------- ---------- ---------- ---------- ---------- ---------
Contributions receivable:
Employer matching contributions 1,564,794 -- -- -- -- 1,564,794 --
Employer contributions made pursuant to
employee salary reduction agreements 989,352 186,952 101,513 346,788 354,099 -- --
------------- ---------- ---------- ---------- ---------- ---------- ---------
Total contributions receivable 2,554,146 186,952 101,513 346,788 354,099 1,564,794 --
Interest and dividends receivable 333,791 20,110 253 685 154,005 3 158,735
Due from broker for securities sold 13,321 -- -- -- -- 13,321 --
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total assets 278,193,811 66,879,083 18,697,074 64,534,176 65,008,064 54,930,297 8,145,117
------------ ---------- ---------- ---------- ---------- ---------- ---------
Liabilities
-----------
Due to broker for securities purchased 735,196 -- -- 729,653 -- 5,543 --
------------ ---------- ---------- ---------- ---------- ---------- ---------
Net assets available for plan
benefits (note 7) $277,458,615 66,879,083 18,697,074 63,804,523 65,008,064 54,924,754 8,145,117
============ ========== ========== ========== ========== ========== =========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
Trust Funds
-------------------------------------------- Employer
Total Income Bond Stock Balanced Stock Fund Loan Fund
----- ------ ---- ----- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
------
Investments, at fair value
(cost $194,635,778):
Collective trust funds $190,811,788 74,596,044 14,994,676 52,219,439 48,996,269 5,360 --
Mellon Bank Corporation common stock 48,903,630 -- -- -- -- 48,903,630 --
Loans to participants 7,774,342 -- -- -- -- -- 7,774,342
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total investments 247,489,760 74,596,044 14,994,676 52,219,439 48,996,269 48,908,990 7,774,342
------------ ---------- ---------- ---------- ---------- ---------- ---------
Contributions receivable:
Employer matching contributions 527,004 -- -- -- -- 527,004 --
Employer contributions made pursuant to
employee salary reduction agreements 672,205 185,663 51,564 176,307 258,671 -- --
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total contributions receivable 1,199,209 185,663 51,564 176,307 258,671 527,004 --
Interest and dividends receivable 236,568 22,924 167 281 139,928 -- 73,268
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total assets 248,925,537 74,804,631 15,046,407 52,396,027 49,394,868 49,435,994 7,847,610
------------ ---------- ---------- ---------- ---------- ---------- ---------
Liabilities
-----------
Excess contributions payable to
plan participants (note 5) 310,822 57,448 15,497 74,863 74,776 88,238 --
------------ ---------- ---------- ---------- ---------- ---------- ---------
Net assets available for plan
benefits (note 7) $248,614,715 74,747,183 15,030,910 52,321,164 49,320,092 49,347,756 7,847,610
============ ========== ========== ========== ========== ========== =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
Trust Funds
-------------------------------------------- Employer
Total Income Bond Stock Balanced Stock Fund Loan Fund
----- ------ ---- ----- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer matching contributions $ 8,558,740 -- -- -- -- 8,558,740 --
Employer contributions made pursuant to
employee salary reduction agreements 21,708,482 4,695,316 2,016,633 7,156,711 7,839,822 -- --
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total contributions 30,267,222 4,695,316 2,016,633 7,156,711 7,839,822 8,558,740 --
Investment income:
Dividends from Mellon Bank Corporation
common stock 1,450,785 -- -- -- -- 1,450,785 --
Net realized gain (loss) and unrealized
appreciation (depreciation) on Mellon
Bank Corporation common stock 265,775 -- -- -- -- 265,775 --
Collective trust funds income 4,290,275 2,225,396 15,925 52,467 1,996,187 300 --
Net realized gain (loss) and unrealized
appreciation (depreciation) on collective
trust funds 10,673,595 -- 1,670,543 5,480,408 3,522,644 -- --
Interest income on loans to participants 908,390 -- -- -- -- -- 908,390
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total investment income 17,588,820 2,225,396 1,686,468 5,532,875 5,518,831 1,716,860 908,390
Participants' withdrawals (19,012,142) (6,857,042) (941,657) (3,156,265) (2,960,414) (4,603,383) (493,381)
Net transfers and other -- (7,931,677) 904,720 1,950,037 5,289,642 (95,220) (117,502)
------------ ---------- ---------- ---------- ---------- ---------- ---------
Net increase (decrease) 28,843,900 (7,868,007) 3,666,164 11,483,358 15,687,881 5,576,997 297,507
Net assets available for plan benefits
(note 7):
Beginning of year 248,614,715 74,747,090 15,030,910 52,321,165 49,320,183 49,347,757 7,847,610
------------ ---------- ---------- ---------- ---------- ---------- ---------
End of year $277,458,615 66,879,083 18,697,074 63,804,523 65,008,064 54,924,754 8,145,117
============ ========== ========== ========== ========== ========== =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1992
<TABLE>
<CAPTION>
Trust Funds
-------------------------------------------- Employer
Total Income Bond Stock Balanced Stock Fund Loan Fund
----- ------ ---- ----- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer matching contributions $ 6,223,174 -- -- -- -- 6,223,174 --
Employer contributions made pursuant to
employee salary reduction agreements 15,515,342 4,235,399 1,194,685 4,091,115 5,994,143 -- --
Less excess contributions (note 5) 310,822 57,448 15,497 74,863 74,776 88,238 --
------------ ---------- ---------- ---------- ---------- ---------- ---------
Net salary reduction
contributions 15,204,520 4,177,951 1,179,188 4,016,252 5,919,367 (88,238) --
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total contributions 21,427,694 4,177,951 1,179,188 4,016,252 5,919,367 6,134,936 --
Investment income:
Dividends from Mellon Bank Corporation
common stock 1,216,283 -- -- -- -- 1,216,283 --
Net realized gain (loss) and unrealized
appreciation (depreciation) on Mellon
Bank Corporation common stock 15,698,169 -- -- -- -- 15,698,169 --
Collective trust funds income 4,849,848 3,012,217 11,070 34,016 1,792,369 176 --
Net realized gain (loss) and unrealized
appreciation (depreciation) on collective
trust funds 5,281,132 -- 911,397 3,670,941 698,794 -- --
Interest income on loans to participants 888,235 -- -- -- -- -- 888,235
------------ ---------- ---------- ---------- ---------- ---------- ---------
Total investment income 27,933,667 3,012,217 922,467 3,704,957 2,491,163 16,914,628 888,235
Participants' withdrawals (16,620,084) (8,794,912) (853,227) (2,016,038) (2,292,379) (2,186,980) (476,548)
Net transfers and other (278,682) (7,191,634) 136,955 (12,569) 6,538,217 (472,947) 723,296
------------ ---------- ---------- ---------- ---------- ---------- ---------
Net increase (decrease) 32,462,595 (8,796,378) 1,385,383 5,692,602 12,656,368 20,389,637 1,134,983
Net assets available for plan benefits
(note 7):
Beginning of year 216,152,120 83,543,561 13,645,527 46,628,562 36,663,724 28,958,119 6,712,627
------------ ---------- ---------- ---------- ---------- ---------- ---------
End of year $248,614,715 74,747,183 15,030,910 52,321,164 49,320,092 49,347,756 7,847,610
============ ========== ========== ========== ========== ========== =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1) Description of the Plan
-----------------------
The following description of the Mellon Bank Corporation Retirement Savings
Plan (the Plan) provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
The Plan is administered by the Corporate Benefits Committee (the
Committee), all of whose members are appointed by the Board of Directors
of Mellon Bank Corporation (the Corporation). The Committee is the Named
Fiduciary and the Plan Administrator. Administrative costs arising under
the Plan are paid by the Corporation. The members of the Committee receive
no remuneration from the Plan with respect to their service in such
capacity. A separate committee, the Benefits Investment Committee, has
been assigned certain fiduciary duties with respect to Plan investments.
Mellon Bank, N.A. is the Trustee.
The Plan is a defined contribution plan established to cover the employees
of substantially all subsidiaries of the Corporation. Effective May 31,
1993, employees of The Boston Company became eligible to participate in the
Plan.
Participants in the Plan may direct the investment of salary reduction
contributions to any of four collective trust fund investments: the Income
Fund, Bond Fund, Stock Fund and Balanced Fund. The Employer Stock Fund is
maintained exclusively for investment of employer matching contributions.
The Loan Fund is comprised of loans to participants.
The rights of participants to their account balances, which include salary
reduction, employer matching and employer discretionary contributions, are
nonforfeitable. In the event the Plan is terminated, such account balances
shall be distributed to the participants.
Contributions
-------------
An eligible employee of the Corporation may become a participant in the Plan
on the date of employment for the purposes of making employee salary
reduction contributions or upon receipt of an employer matching or
discretionary contribution.
Salary reduction contributions may be made at a rate of one to sixteen
percent of the employee's total compensation but may not exceed the annual
limits prescribed by the tax laws ($8,994 in 1993 and $8,728 in 1992) and
the nondiscrimination guidelines. Employees may change the rate of
contribution or discontinue contributions at any time.
(Continued)
6
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Each month, the Corporation makes a matching contribution to the Plan in an
amount equal to fifty percent of the first 6% of each participant's salary
reduction contribution, provided that the matching contribution shall not
exceed $3,000 per year for any individual participant. The Corporation's
matching contributions are made in the Corporation's common stock with a
fair market value equal to the matching contribution. For this purpose,
the fair market value of the stock is established using the average of the
high and low prices of the stock as reported on the New York Stock Exchange
composite stock tape for the last business day of the month for which the
contribution is to be made.
Distributions
-------------
Unless the participant elects otherwise, distribution of a participant's
account balance occurs upon termination of employment but begins not later
than the year in which the participant attains age seventy and one-half.
The Plan also permits distributions in the event of the participant's
permanent disability.
Loans to Participants
---------------------
Loans are made available to all requesting participants in amounts up to the
lesser of $50,000 or one-half of the participant's account balance or that
portion of the participant's account balance which is not invested in the
Employer Stock Fund. Such loans are repaid in periodic installments through
payroll deduction. Loan repayments of both principal and interest are
invested by the Trustee among the available investment funds in the same
proportions as the participant's salary reduction contributions are
invested.
(2) Summary of Significant Accounting Policies
------------------------------------------
Basis of Financial Statements
-----------------------------
The accompanying financial statements have been prepared on the accrual
basis. Amounts payable to participants terminating participation in the
Plan are included as a component of net assets available for plan benefits
(note 7).
Investments
-----------
Investments in common stock, traded on securities exchanges, are valued at
the last reported sales price of such securities on the last business day
of the Plan year. Investments in collective trust funds are valued at the
net asset value of the respective funds on the last day of the Plan year.
Purchases and sales of securities are reflected on a settlement-date
accounting basis. Total recorded investment value on a settlement-date
accounting basis does not materially differ from a trade-date accounting
basis.
In accordance with the policy of stating investments at fair value, changes
in unrealized appreciation or depreciation are reflected in the statements
of changes in net assets available for plan benefits.
(Continued)
7
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
(3) Investment Programs
-------------------
Mellon Bank, N.A., a subsidiary of the Corporation, acts as Trustee under a
declaration of trust providing for the establishment, management,
investment and reinvestment of the Plan's assets. The four funds listed
below are the current investment options for salary reduction contributions.
Any of these funds may be invested in short-term debt obligations of any
nature or held in cash pending investment or distribution. The assets
that comprise these funds may be invested in common, collective, group or
pooled funds.
(a) Income Fund
-----------
The purpose of this fund is to invest in short-term obligations
paying a fixed rate of return and commonly referred to as money
market securities.
(b) Bond Fund
---------
The purpose of this fund is to invest in any obligation, secured or
unsecured, where the rate of return is fixed or determinable under
the terms of the security. The types of securities in which the
Bond Fund may invest include bonds, notes, mortgages and preferred
stocks.
(c) Stock Fund
----------
The purpose of this fund is to invest in common stocks, convertible
preferred stocks and bonds or other equity securities.
(d) Balanced Fund
-------------
The purpose of this fund is to "balance" the expected higher long-
term total returns of equity investments with the higher current
income and lower expected volatility available through fixed income
securities. The types of investments in which the Balanced Fund may
invest include common stocks, securities convertible into common
stocks, publicly-traded bonds, short-term money market investments,
financial futures instruments, real estate, joint ventures and
partnerships for the purposes of acquiring ownership.
(Continued)
8
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
All salary reduction contributions are invested at the direction of the
participant in one or more of the established funds or in any common,
collective or investment company fund selected by the Benefit Investment
Committee having a stated investment purpose consistent with the purposes
of any of the investment funds under the Plan. However, no salary
reduction contributions may be invested in the Employer Stock Fund.
Employer matching and discretionary contributions are invested in the
Corporation's common stock and held in the Employer Stock Fund.
The Loan Fund represents a separate fund that is administered by the Trustee
in connection with loans to participants of the Plan. Participants may
borrow from their accounts a portion of their account balance. The amount
of each loan is transferred from one or more of the investment funds in the
same proportion that the participant's interest in such funds bears to the
participant's aggregate interest in all such investment funds.
(4) Federal Income Taxes
--------------------
The Internal Revenue Service (IRS) issued its latest determination on May
11, 1993, which stated that the Plan is qualified under section 401(a) of
the Internal Revenue Code (the Code), and the related trust is exempt from
tax under section 501(a) of the Code. The Plan and its underlying trust
have since been amended to conform with current tax law changes. The
amended Plan instruments have been submitted to the IRS for a letter of
determination. In the opinion of the Plan administrator, the Plan and the
related trust have operated in accordance with the terms of the Plan and
in conformity with the applicable provisions of the Code. Accordingly, the
accompanying financial statements do not include a provision for federal
income taxes.
(5) Distribution of Excess Contributions
------------------------------------
It is the Corporation's intention to operate the Plan in accordance with the
requirements of Code sections 401(k) and 401(m) which outline the
application of the nondiscrimination test to salary reduction and employer
matching contributions. It was determined that the Plan met the test for
the 1993 plan year.
In 1992, $310,822 of excess contributions were required to be distributed to
certain highly compensated employees for the Plan to meet the test.
(Continued)
9
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(6) Investments
-----------
Investments of each fund as of December 31, 1993, were as follows:
<TABLE>
<CAPTION>
Market value
Number of --------------------
shares Per
Fund or units Cost unit Total
---- --------- ---- ---- -----
<S> <C> <C> <C> <C>
Income Fund:
EB Temporary Investment 66,672,021 $ 66,672,021 $ 1.00 $ 66,672,021*
Bond Fund:
EB MBA Government/Corporate Bond Index 55,458 16,017,345 320.14 17,754,455*
EB Temporary Investment 840,853 840,853 1.00 840,853
------------ ------------
Total Bond Fund 16,858,198 18,595,308
Stock Fund:
EB Stock Index 151,710 36,203,270 408.12 61,916,113*
EB Temporary Investment 2,270,589 2,270,590 1.00 2,270,590
------------ ------------
Total Stock Fund 38,473,860 64,186,703
Balanced Fund:
EB Intermediate Bond 288,914 15,228,208 54.32 15,693,473*
EB Stock 438,904 33,992,035 102.04 44,784,269*
EB Temporary Investment 4,022,218 4,022,218 1.00 4,022,218
------------ ------------
Total Balanced Fund 53,242,461 64,499,960
Employer Stock Fund:
EB Temporary Investment 12,184 12,184 1.00 12,184
------------ ------------
Total collective trust funds 175,258,724 213,966,176
------------ ------------
Employer Stock Fund:
Mellon Bank Corporation common stock 1,006,415 34,108,866 53.00 53,339,995*
Loan Fund:
Loans to participants -- 7,986,382 -- 7,986,382
------------ ------------
Total investments $217,353,972 $275,292,553
============ ============
</TABLE>
* Investments greater than 5% of net assets available for plan benefits at the
end of the plan year.
Each of the collective trust funds listed above are managed by the Trustee.
(Continued)
10
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Investments of each fund as of December 31, 1992, were as follows:
<TABLE>
<CAPTION>
Market value
Number of --------------------
shares Per
Fund or units Cost unit Total
---- --------- ---- ---- -----
<S> <C> <C> <C> <C>
Income Fund:
EB Temporary Investment 74,596,044 $ 74,596,044 $ 1.00 $ 74,596,044*
Bond Fund:
EB Composite Bond Index 50,141 13,180,424 288.21 14,450,899*
EB Temporary Investment 543,777 543,777 1.00 543,777
------------ ------------
Total Bond Fund 13,724,201 14,994,676
Stock Fund:
EB Stock Index 138,267 28,837,886 371.03 51,301,061*
EB Temporary Investment 918,378 918,378 1.00 918,378
------------ ------------
Total Stock Fund 29,756,264 52,219,439
Balanced Fund:
EB Intermediate Bond 179,657 9,262,214 53.41 9,595,151
EB Stock 363,265 26,535,481 93.44 33,942,672*
EB Temporary Investment 5,458,446 5,458,446 1.00 5,458,446
------------ ------------
Total Balanced Fund 41,256,141 48,996,269
Employer Stock Fund:
EB Temporary Investment 5,360 5,360 1.00 5,360
------------ ------------
Total collective trust funds 159,338,010 190,811,788
------------ ------------
Employer Stock Fund:
Mellon Bank Corporation common stock 922,710 27,523,426 53.00 48,903,630*
Loan Fund:
Loans to participants -- 7,774,342 -- 7,774,342
------------ ------------
Total investments $194,635,778 $247,489,760
============ ============
</TABLE>
* Investments greater than 5% of net assets available for plan benefits at the
end of the plan year.
Each of the collective trust funds listed above are managed by the Trustee.
(Continued)
11
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(7) Reconciliation of Financial Statements and Form 5500
----------------------------------------------------
Benefits payable to withdrawing participants of $6,356,029 in 1993 and
$393,580 in 1992 are included as a component of net assets available for
plan benefits in the respective financial statements which differs from the
basis used to prepare the Plan's Form 5500. Accordingly, reconciliations
are presented below for the years ended December 31, 1993 and 1992:
Reconciliation of Net Assets Available for Plan Benefits
--------------------------------------------------------
<TABLE>
<CAPTION>
As reported
As reported in financial
in Form 5500 Adjustment statements
------------ ---------- -----------
<S> <C> <C> <C> <C>
1993 Benefits payable $ 6,356,029 (6,356,029) --
1992 Benefits payable 393,580 (393,580) --
</TABLE>
Reconciliation of Changes in Net Assets Available for Plan Benefits
-------------------------------------------------------------------
<TABLE>
<CAPTION>
As reported
As reported in financial
in Form 5500 Adjustment statements
------------ ---------- -----------
<S> <C> <C> <C> <C>
1993 Participant withdrawals $ 24,974,591 (5,962,449) 19,012,142
End of year - net assets
available for plan benefits 271,496,166 5,962,449 277,458,615
1992 Participant withdrawals 17,013,664 (393,580) 16,620,084
End of year - net assets
available for plan benefits 248,221,135 393,580 248,614,715
</TABLE>
12
<PAGE>
Schedule 1
----------
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
EIN: 25-1233834
Plan Number: 001
Item 27(a) - Assets Held for Investment Purposes (at the end of the plan year)
December 31, 1993
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- - -------- -------- -------- -------- --------
Identity of issue, borrower, Current
lessor or similar party Description of investment Cost value
---------------------------- ------------------------- ---- -------
<S> <C> <C> <C> <C>
Common/collective trust funds
-----------------------------
* Mellon Bank, N.A. EB Temporary Investment $ 73,817,866 73,817,866
* Mellon Bank, N.A. EB Composite Bond Index 16,017,345 17,754,455
* Mellon Bank, N.A. EB Stock Index 36,203,270 61,916,114
* Mellon Bank, N.A. EB Intermediate Bond 15,228,208 15,693,472
* Mellon Bank, N.A. EB Stock 33,992,035 44,784,269
------------ -----------
Total common/collective trust funds 175,258,724 213,966,176
Common stock
------------
* Mellon Bank Corporation Mellon Bank Corporation common stock 34,108,866 53,339,995
------------ -----------
Total common stock 34,108,866 53,339,995
Loans
-----
* Mellon Bank, N.A. Loans to participants 7,986,382 7,986,382
------------ -----------
Total loans 7,986,382 7,986,382
------------ -----------
Total investments $217,353,972 275,292,553
============ ===========
</TABLE>
* Party-in-interest
Note: The range of interest rates on loans to participants at December 31, 1993,
was 11.74% to 13%, and the range of maturity dates was January 1, 1994, to
December 31, 2003.
13
<PAGE>
Schedule 2
----------
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
EIN: 25-1233834
Plan Number: 001
Item 27(d) - Reportable Transactions
Year Ended December 31, 1993
Series Transactions, When Aggregated, Involving an Amount
in Excess of Five Percent of the Current Value of Plan Assets
<TABLE>
<CAPTION>
Total Total
Identity of Number of Number of dollar value dollar value Net gain
party involved Description of assets purchases sales of purchases of sales or (loss)
- - -------------- --------------------- --------- --------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Mellon Bank, N.A.-
Trust Department EB Temporary Investment Fund 512 221 $68,164,643 75,868,781 _
</TABLE>
14
<PAGE>
Consent of Independent Certified Public Accountants
---------------------------------------------------
The Board of Directors
Mellon Bank Corporation:
We consent to incorporation by reference in the Prospectus to the Registration
Statement (No. 33-23635) on Form S-8 of Mellon Bank Corporation of our report
dated May 27, 1994, that is included in the Annual Report on Form 11-K of the
Mellon Bank Corporation Retirement Savings Plan.
/s/ KPMG Peat Marwick
June 28, 1994
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Mellon Bank Corporation Retirement Savings Plan have duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
Mellon Bank Corporation Retirement
Savings Plan
By: /s/ STEVEN G. ELLIOTT
-----------------------------
Steven G. Elliott
Chief Financial Officer of Mellon
Bank Corporation & Member of the
Corporate Benefits Committee
Date: June 24, 1994
