<PAGE>
THIS REPORT HAS BEEN FILED WITH THE SEC VIA EDGAR
________________________________________________________________________________
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, 1994
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 KPGM PEAT MARWICK LLP]
MELLON BANK CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Index to Financial Statements and Schedules
December 31, 1994 and 1993
Table of Contents
Page
----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits With
Fund Information 2 - 3
Statements of Changes in Net Assets Available for Plan Benefits
With Fund Information 4 - 5
Notes to Financial Statements 6 - 12
Schedule 1 - Item 27(a) - Assets Held for Investment Purposes (at the
end of the plan year) 13
Schedule 2 - Item 27(d) - Reportable Transactions 14
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 LLP]
One Mellon Bank Center Telephone 412 391 9710 Telefax 412 391 8963
Pittsburgh, PA 15219 Telex 7106642199 PMM & CO PGH
Independent Auditors' Report
----------------------------
Corporate Benefits Committee
Mellon Bank Corporation:
We have audited the accompanying statements of net assets available for plan
benefits with fund information of the Mellon Bank Corporation Retirement
Savings Plan (the Plan) as of December 31, 1994 and 1993, and the related
statements of changes in net assets available for plan benefits with fund
information 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, 1994 and
1993, 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 Fund Information in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information 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 LLP
May 19, 1995
Member Firm of
Klynveld Peat Marwick Goerdeler
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits With Fund Information
December 31, 1994
<TABLE>
<CAPTION>
Non-participant
Participant directed directed
------------------------------------------------------ ---------------
Income Bond Stock Balanced Loan Employer
Total Fund Fund Fund Fund Fund Stock Fund
----- ---- ---- ------ ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
------
Investments, at fair value
(cost $236,334,423):
Collective trust funds $ 214,313,371 62,866,653 16,771,709 68,755,973 65,894,631 - 24,405
Mellon Bank Corporation
common stock 50,839,950 - - - - - 50,839,950
Loans to participants 8,894,428 - - - - 8,894,428 -
------------- ---------- ---------- ---------- ---------- --------- ----------
Total investments 274,047,749 62,866,653 16,771,709 68,755,973 65,894,631 8,894,428 50,864,355
Contributions receivable:
Employer matching contributions 823,806 - - - - - 823,806
Employer contributions made
pursuant to employee salary
reduction agreements 1,224,826 201,279 97,677 402,577 393,007 130,286 -
------------- ---------- ---------- ---------- ---------- --------- ----------
Total contributions receivable 2,048,632 201,279 97,677 402,577 393,007 130,286 823,806
Interest and dividends receivable 395,720 99,221 864 3,936 248,229 43,429 41
Due from broker for securities sold 3,502 - - - - - 3,502
------------- ---------- ---------- ---------- ---------- --------- ----------
Total assets 276,495,603 63,167,153 16,870,250 69,162,486 66,535,867 9,068,143 51,691,704
Liabilities
-----------
Due to broker for securities
purchased 507 - - - - - 507
Excess contributions payable to
plan participants (note 5) 544,401 66,340 27,174 178,490 174,977 - 97,420
------------- ---------- ---------- ---------- ---------- --------- ----------
Net assets available for plan
benefits (note 7) $ 275,950,695 63,100,813 16,843,076 68,983,996 66,360,890 9,068,143 51,593,777
============= ========== ========== ========== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits With Fund Information
December 31, 1993
<TABLE>
<CAPTION>
Non-participant
Participant directed directed
-------------------------------------------------------- ---------------
Income Bond Stock Balanced Loan Employer
Total Fund Fund Fund Fund Fund Stock 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 7,986,382 53,352,179
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 20,110 253 685 154,005 158,735 3
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 8,145,117 54,930,297
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 8,145,117 54,924,754
============= ========== ========== ========== ========== ========= ==========
</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
With Fund Information
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Non-participant
Participant directed directed
----------------------------------------------------- --------------
Income Bond Stock Balanced Loan Employer
Total Fund Fund Fund Fund Fund Stock Fund
----- ---- ---- ------ ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer matching contributions $ 10,135,954 - - - - - 10,135,954
Employer contributions made
pursuant to employee salary
reduction agreements 26,400,420 4,870,340 2,485,409 9,640,578 9,404,093 - -
Less excess contributions
(note 5) 544,401 66,340 27,174 178,490 174,977 - 97,420
------------ ----------- ---------- ---------- --------- --------- ----------
Net salary reduction
contributions 25,856,019 4,804,000 2,458,235 9,462,088 9,229,116 - (97,420)
------------ ----------- ---------- ---------- --------- --------- ----------
Total contributions 35,991,973 4,804,000 2,458,235 9,462,088 9,229,116 - 10,038,534
Investment income:
Dividends from Mellon Bank
Corporation common stock 2,447,371 - - - - - 2,447,371
Net realized gain (loss) and
unrealized appreciation
(depreciation) on Mellon
Bank Corporation common stock (7,887,372) - - - - - (7,887,372)
Collective trust funds income 5,306,473 2,671,016 18,949 77,300 2,538,277 - 931
Net realized gain (loss) and
unrealized appreciation
(depreciation) on collective
trust funds (2,204,772) - (636,595) 967,543 (2,535,720) - -
Interest income on loans to
participants 918,618 - - - - 918,618 -
------------ ----------- ----------- --------- --------- -------- ----------
Total investment income
(loss) (1,419,682) 2,671,016 (617,646) 1,044,843 2,557 918,618 (5,439,070)
Participants' withdrawals (36,080,211) (10,759,128) (2,329,802) (6,884,810) (7,565,514) (683,291) (7,857,666)
Net transfers and other - (494,158) (1,364,785) 1,557,352 (313,333) 687,699 (72,775)
------------ ----------- ----------- ---------- ---------- -------- ----------
Net (decrease) increase (1,507,920) (3,778,270) (1,853,998) 5,179,473 1,352,826 923,026 (3,330,977)
Net assets available for plan benefits
(note 7):
Beginning of year 277,458,615 66,879,083 18,697,074 63,804,523 65,008,064 8,145,117 54,924,754
------------ ----------- ---------- ---------- --------- --------- ----------
End of year $275,950,695 63,100,813 16,843,076 68,983,996 66,360,890 9,068,143 51,593,777
============ =========== =========== ========== ========== ========= ==========
</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 With
Fund Information
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
Non-participant
Participant directed directed
---------------------------------------------------- --------------
Income Bond Stock Balanced Loan Employer
Total Fund Fund Fund Fund Fund Stock 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 5,518,831 908,390 1,716,860
Participants' withdrawals (19,012,142) (6,857,042) (941,657) (3,156,265) (2,960,414) (493,381) (4,603,383)
Net transfers and other - (7,931,677) 904,720 1,950,037 5,289,642 (117,502) (95,220)
------------ ---------- ---------- ---------- ---------- --------- ----------
Net increase (decrease) 28,843,900 (7,868,007) 3,666,164 11,483,358 15,687,881 297,507 5,576,997
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 7,847,610 49,347,757
------------ ---------- ---------- ---------- ---------- --------- ----------
End of year $277,458,615 66,879,083 18,697,074 63,804,523 65,008,064 8,145,117 54,924,754
============ ========== ========== ========== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(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 Loan Fund is
comprised of loans to participants. The Employer Stock Fund is
maintained exclusively for investment of employer matching
contributions.
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. Employees hired after February 1, 1995,
will become a participant in the Plan following completion of one year
of service.
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 dollar limit prescribed by the tax laws ($9,240 in 1994 and
$8,994 in 1993). Employees may change the rate of contribution or
discontinue contributions at any time.
Salary reduction contributions and employer matching contributions are
subject to the nondiscrimination requirements imposed under Internal
Revenue Code (IRC) sections 401(k) and 401(m). In addition, special
rules imposed by IRC section 415 limit the amount of contributions that
may be allocated to the accounts of each participant.
(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
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 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, partnerships,
short-term debt obligations and any common, collective,
group or pooled fund(s).
(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 and restated to conform with
current tax law changes. The amended and restated plan has 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. In 1994, $544,401 of excess
contributions were required to be distributed to certain highly
compensated employees for the Plan to meet the test.
It was determined that the Plan met the 401(k) and 401(m) tests for the
1993 plan year without need to distribute any contributions.
(Continued)
9
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(6) Investments
-----------
Investments of each fund as of December 31, 1994, 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 62,866,653 $ 62,866,653 $ 1.00 $ 62,866,653*
Bond Fund:
EB MBA Government
Corporate Bond Index 52,739 16,466,688 308.86 16,288,821*
EB Temporary Investment 482,888 482,888 1.00 482,888
------------ ------------
Total Bond Fund 16,949,576 16,771,709
Stock Fund:
EB Stock Index 160,685 43,408,331 413.56 66,453,628*
EB Temporary Investment 2,302,345 2,302,345 1.00 2,302,345
------------ ------------
Total Stock Fund 45,710,676 68,755,973
Balanced Fund:
EB Intermediate Bond 468,706 24,320,883 50.05 23,457,756*
EB Stock 394,515 31,661,308 98.87 39,005,389*
EB Temporary Investment 3,431,486 3,431,486 1.00 3,431,486
------------ ------------
Total Balanced 59,413,677 65,894,631
Fund
Employer Stock Fund:
EB Temporary Investment 24,405 24,405 1.00 24,405
------------ ------------
Total collective
trust funds 184,964,987 214,313,371
------------ ------------
Employer Stock Fund:
Mellon Bank Corporation
common stock 1,660,080 42,475,008 30.625 50,839,950*
Loan Fund:
Loans to participants - 8,894,428 - 8,894,428
------------ ------------
Total investments $236,334,423 $274,047,749
============ ============
</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 is 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, 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 is 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 $4,305,265 in 1994 and
$6,356,029 in 1993 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,
1994 and 1993:
Reconciliation of Net Assets Available for Plan Benefits
--------------------------------------------------------
<TABLE>
<CAPTION>
As reported
As reported in financial
Year Description in Form 5500 Adjustment statements
---- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
1994 Benefits payable $ 4,305,265 (4,305,265) -
1993 Benefits payable 6,356,029 (6,356,029) -
</TABLE>
Reconciliation of Changes in Net Assets Available for Plan Benefits
-------------------------------------------------------------------
<TABLE>
<CAPTION>
As reported
As reported in financial
Year Description in Form 5500 Adjustment statements
---- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
1994 Participant withdrawals $ 34,029,447 2,050,764 36,080,211
End of year - net assets
available for plan benefits 271,645,430 4,305,265 275,950,695
1993 Participant withdrawals 24,974,591 (5,962,449) 19,012,142
End of year - net assets
available for plan benefits 271,102,586 6,356,029 277,458,615
</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, 1994
<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 $ 69,107,777 69,107,777
* Mellon Bank, N.A. EB MBA Government Corporate Bond Index 16,466,688 16,288,821
* Mellon Bank, N.A. EB Stock Index 43,408,331 66,453,628
* Mellon Bank, N.A. EB Intermediate Bond 24,320,883 23,457,756
* Mellon Bank, N.A. EB Stock 31,661,308 39,005,389
------------ -----------
Total common/collective trust funds 184,964,987 214,313,371
Common stock
------------
* Mellon Bank Corporation Mellon Bank Corporation common stock 42,475,008 50,839,950
------------ -----------
Total common stock 42,475,008 50,839,950
Loans
-----
* Participant loans Participant loans with various rates
of Interest from 11.74% to 13.14% and
various maturity dates through 2004 - 8,894,428
------------ -----------
Total loans - 8,894,428
------------ -----------
Total investments $227,439,995 274,047,749
============ ===========
</TABLE>
* Party-in-interest
13
<PAGE>
Schedule 2
----------
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
EIN: 25-1233834
Plan Number: 001
Item 27(d) - Reportable Transactions
December 31, 1994
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. - EB Temporary Investment Fund
Trust Department 491 229 $77,585,398 82,295,487 -
</TABLE>
14
<PAGE>
[logo of KPMG Peat Marwick LLP]
One Mellon Bank Center Telephone 412 391 9710 Telefax 412 391 8963
Pittsburgh, PA 15219 Telex 7106642199 PMM & CO PGH
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 19, 1995, that is included in the Annual Report on Form 11-K of the
Mellon Bank Corporation Retirement Savings Plan.
/s/ KPMG Peat Marwick LLP
June 20, 1995
Member Firm of
Klynveld Peat Marwick Goerdeler
<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
/s/ STEVEN G. ELLIOTT
By: --------------------------------
Steven G. Elliott
Chief Financial Officer of Mellon
Bank Corporation & Member of the
Corporate Benefits Committee
Date: June 26, 1995
