<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, 1995
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 issuer of the securities
held pursuant to the Plan and the
address of its principal executive office)
<PAGE>
MELLON BANK CORPORATION
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
F-1
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report........................................ F-3
Financial Statements:
Statements of Net Assets Available for Plan Benefits With Fund
Information...................................................... F-4 - F-5
Statements of Changes in Net Assets Available for Plan Benefits
With Fund Information............................................ F-6 - F-7
Notes to Financial Statements..................................... F-8 - F-14
Schedule 1--Item 27(a)--Assets Held for Investment Purposes (at the
end of the plan year).............................................. F-15
Schedule 2--Item 27(d)--Reportable Transactions--Single
Transactions....................................................... F-16
Schedule 3--Item 27(d)--Reportable Transactions--Series
Transactions....................................................... F-17
</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.
F-2
<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, 1995 and 1994, 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, 1995 and
1994, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedules 1, 2 and 3 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
June 10, 1996
F-3
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
<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
Non-interest bearing
cash................... $ 1,663,603 (296,954) (62,166) 1,117,637 910,118 -- (5,032)
Investments, at fair
value:
Collective trust
funds................. 261,421,960 60,762,619 19,005,657 98,486,105 83,125,538 -- 42,041
Mellon Bank
Corporation
common stock.......... 95,060,713 -- -- -- -- -- 95,060,713
Loans to participants.. 8,710,727 -- -- -- -- 8,710,727 --
------------ ---------- ---------- ----------- ---------- --------- ----------
Total investments.... 365,193,400 60,762,619 19,005,657 98,486,105 83,125,538 8,710,727 95,102,754
Contributions
receivable:
Employer matching
contributions......... 776,014 -- -- -- -- -- 776,014
Employer contributions
made pursuant to
employee salary
reduction agreements.. 1,290,989 162,770 80,063 441,828 347,291 258,537 --
------------ ---------- ---------- ----------- ---------- --------- ----------
Total contributions
receivable.......... 2,066,503 162,770 80,063 441,828 347,291 258,537 776,014
Interest and dividends
receivable............. 381,666 56,149 543 2,887 223,150 87,087 11,850
Other receivable........ 47,969 -- 44,236 3,733 -- -- --
------------ ---------- ---------- ----------- ---------- --------- ----------
Total assets......... 369,353,141 60,684,584 19,068,333 100,052,190 84,606,097 9,056,351 95,885,586
LIABILITIES
Excess contributions
payable to plan
participants (note 5).. 493,154 41,921 33,071 189,388 113,190 -- 115,584
Other payable........... 63,149 49,539 -- -- 3,966 -- 9,644
------------ ---------- ---------- ----------- ---------- --------- ----------
Net assets available
for plan benefits
(note 7)............ $368,796,838 60,593,124 19,035,262 99,862,802 84,488,941 9,056,351 95,760,358
============ ========== ========== =========== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
F-4
<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:
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.
F-5
<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, 1995
<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......... $ 10,245,587 -- -- -- -- -- 10,245,587
Employer contributions
made pursuant to
employee salary
reduction agreements.. 27,039,092 4,632,857 2,213,166 10,986,510 9,206,559 -- --
Less excess
contributions
(note 5)............ 493,154 41,921 33,071 189,388 113,190 -- 115,584
------------ ---------- ---------- ---------- ---------- ---------- ----------
Total
contributions..... 36,791,525 4,590,936 2,180,095 10,797,122 9,093,369 -- 10,130,003
Investment income:
Dividends from Mellon
Bank Corporation
common stock.......... 3,412,870 -- -- -- -- -- 3,412,870
Net realized gain and
unrealized
appreciation on
Mellon Bank
Corporation common
stock................. 38,775,675 -- -- -- -- -- 38,775,675
Collective trust funds
income................ 6,884,207 3,682,158 32,240 116,165 3,051,635 -- 2,009
Net realized gain and
unrealized
appreciation on
collective trust
funds................. 45,398,591 -- 3,039,930 25,730,479 16,628,182 -- --
Interest income on
loans to
participants.......... 992,621 -- -- -- -- 992,621 --
------------ ---------- ---------- ---------- ---------- ---------- ----------
Total investment
income............ 95,463,964 3,682,158 3,072,170 25,846,644 19,679,817 992,621 42,190,554
Participants'
withdrawals............ (30,003,123) (7,045,044) (1,761,160) (7,248,672) (6,878,278) (1,179,089) (5,890,880)
Net interfund transfers. -- (163,936) (361,552) 2,926,117 (2,516,337) 174,676 (58,968)
------------ ---------- ---------- ---------- ---------- ---------- ----------
Net (decrease)
increase.......... 102,252,366 1,064,114 3,129,553 32,321,211 19,378,571 (11,792) 46,370,709
Net transfers from the
Plan (note 8).......... (9,406,223) (3,571,803) (937,367) (1,442,405) (1,250,520) -- (2,204,128)
Net assets available for
plan benefits (note 7):
Beginning of year...... 275,950,695 63,100,813 16,843,076 68,983,996 66,360,890 9,068,143 51,593,777
------------ ---------- ---------- ---------- ---------- ---------- ----------
End of year............ $368,796,838 60,593,124 19,035,262 99,862,802 84,488,941 9,056,351 95,760,358
============ ========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-6
<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
------------ ----------- ---------- ---------- ---------- --------- ----------
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 loss and
unrealized
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 interfund transfers. -- (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.
F-7
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(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.
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.
New Investment Options
As of April 1, 1996, participants in the Plan have the option of investing
their contributions through salary deferrals to one of the following mutual
funds: Dreyfus Institutional Prime Money Market Fund, Dreyfus-Certus Stable
Value Fund, Dreyfus Bond Market Index Fund, Dreyfus Institutional S&P 500
Stock Index Fund, Dreyfus Disciplined Stock Fund, Premier Small Company Fund,
Warburg-Pincus International Equity Fund, Dreyfus LifeTime Portfolios, Inc--
Income Portfolio, Dreyfus LifeTime Portfolios, Inc--Growth and Income
Portfolio, and Dreyfus LifeTime Portfolios, Inc--Growth Portfolio.
On May 13, 1996 an in-kind transfer of the Plan's investments' in the EB
Temporary Investment Fund, EB MBA Government Corporate Index Fund, EB Stock
Index Fund, EB Stock Fund, and EB Intermediate Bond Fund was completed to the
following mutual funds: Dreyfus Institutional Prime Money Market Fund, Dreyfus
Bond Market Index Fund, Dreyfus LifeTime Portfolios, Inc.--Growth and Income
Portfolio, and Dreyfus Institutional S&P 500 Stock Index Fund. The investment
balances transferred into the mutual funds were based on the participant's
respective interest in the Income, Bond, Stock, and Balanced Funds. Starting
in June 1996, participants could elect to transfer their investment balances
among all 10 mutual funds listed in the above paragraph.
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
following completion of one year of service for the purposes of making
employee salary reduction contributions or upon receipt of an employer
matching or discretionary contribution. Employees hired prior to February 1,
1995, were eligible to participate in the Plan on the date of employment.
F-8
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
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 1995 and 1994). 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.
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). The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
estimates and assumptions that affect the amounts reported in the financial
statements. Actual results could differ from those estimates.
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.
F-9
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
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.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
Reclassification of Prior Year's Statements
Certain items previously reported have been reclassified to conform with the
current year's reporting format.
(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 were the
investment options for salary reduction contributions as of December 31, 1995.
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).
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
F-10
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
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. 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. Corrective distributions (representing excess contributions and
associated earnings) of $493,154 in 1995 and $544,401 in 1994 were distributed
to certain highly compensated employees for the Plan to pass the test.
F-11
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(6) INVESTMENTS
Investments of each fund as of December 31, 1995, 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........ 60,762,619 $ 60,762,619 $ 1.00 $ 60,762,619*
BOND FUND:
EB MBA Government Corporate
Bond Index.................... 50,585 17,119,045 368.42 18,636,937*
EB Temporary Investment........ 368,720 368,720 1.00 368,720
------------ ------------
Total Bond Fund.............. 17,487,765 19,005,657
STOCK FUND:
EB Stock Index................. 171,965 52,470,484 568.59 97,779,255*
EB Temporary Investment........ 706,850 706,850 1.00 706,850
------------ ------------
Total Stock Fund............. 53,177,334 98,486,105
BALANCED FUND:
EB Intermediate Bond........... 348,761 17,967,263 53.72 18,738,157*
EB Stock....................... 445,397 39,496,262 135.50 60,352,721*
EB Temporary Investment........ 4,034,660 4,034,660 1.00 4,034,660
------------ ------------
Total Balanced Fund.......... 61,498,185 83,125,538
EMPLOYER STOCK FUND:
EB Temporary Investment........ 42,041 42,041 1.00 42,041
------------ ------------
Total collective trust funds. 192,967,944 261,421,960
------------ ------------
EMPLOYER STOCK FUND:
Mellon Bank Corporation common
stock......................... 1,768,571 49,416,248 53.75 95,060,713*
LOAN FUND:
Loans to participants.......... -- 8,710,727 -- 8,710,727
------------ ------------
Total investments............ $251,094,919 $365,193,400
============ ============
</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.
F-12
<PAGE>
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
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 Fund.......... 59,413,677 65,894,631
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.
F-13
<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 $3,492,698 in 1995 and
$4,305,265 in 1994 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, 1995 and 1994:
<TABLE>
<CAPTION>
RECONCILIATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS REPORTED
AS REPORTED IN FINANCIAL
YEAR DESCRIPTION IN FORM 5500 ADJUSTMENT STATEMENTS
- ---- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
1995 Benefits payable $3,492,698 (3,492,698) --
1994 Benefits payable 4,305,265 (4,305,265) --
</TABLE>
<TABLE>
<CAPTION>
RECONCILIATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS REPORTED
AS REPORTED IN FINANCIAL
YEAR DESCRIPTION IN FORM 5500 ADJUSTMENT STATEMENTS
- ---- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
1995 Participant withdrawals 29,190,556 812,567 30,003,123
End of year--net assets available for plan benefits 365,304,140 3,492,698 368,796,838
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
</TABLE>
(8) PLAN TRANSFERS
Transfer to CMSS Retirement Savings Plan
On December 30, 1994, Mellon Financial Services Corporation, a wholly owned
subsidiary of Mellon Bank Corporation, and Chemical Shareholder Services
Partner, Inc., a wholly owned subsidiary of Chemical Banking Corporation,
entered into an agreement to form a joint venture, Chemical Mellon
Shareholders Services (CMSS). Pursuant to this formation agreement, certain
employees of Mellon Bank Corporation were employed by CMSS. As contemplated by
this agreement $8,667,822 in Plan assets, representing the account balances of
these employees, were transferred during 1995 to a similar plan maintained by
CMSS, the CMSS Savings Plan.
Transfer to the First Data Corporation Incentive Savings Plan
On May 6, 1994, The Boston Company (TBC), a wholly owned subsidiary of
Mellon Bank Corporation, and The Shareholders Services Group (TSSG) entered
into a Transition Agreement as part of a sale of certain businesses by TBC to
TSSG. As required by this agreement, $738,401 in assets of certain
participants in the Plan were transferred during 1995 to a plan sponsored by
TSSG's parent company, the First Data Corporation Incentive Savings Plan.
F-14
<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, 1995
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------------------------- ----------------------------- ------------ -------------
IDENTITY OF ISSUE, BORROWER,
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST CURRENT VALUE
---------------------------- ----------------------------- ------------ -------------
COMMON/COLLECTIVE TRUST FUNDS
<C> <C> <S> <C> <C>
* Mellon Bank, N.A. EB Temporary Investment $ 65,914,890 65,914,890
* Mellon Bank, N.A. EB MBA Government
Corporate Bond Index 17,119,045 18,636,937
* Mellon Bank, N.A. EB Stock Index 52,470,484 97,779,255
* Mellon Bank, N.A. EB Intermediate Bond 17,967,263 18,738,157
* Mellon Bank, N.A. EB Stock 39,496,262 60,352,721
------------ -----------
Total common/collective
trust funds 192,967,944 261,421,960
<CAPTION>
COMMON STOCK
<C> <C> <S> <C> <C>
* Mellon Bank Corporation Mellon Bank Corporation
common stock 49,416,248 95,060,713
------------ -----------
Total common stock 49,416,248 95,060,713
<CAPTION>
LOANS
<C> <C> <S> <C> <C>
* Participant loans Participant loans with
various rates of
interest from 11.74%
to 13.20% and various
maturity dates through
2005 0(1) 8,710,727
------------ -----------
Total loans 0 8,710,727
------------ -----------
Total investments $242,384,192 365,193,400
============ ===========
</TABLE>
- --------
*Party-in-interest
(1) The cost of participant loans is $-0- as indicated in the instructions to
the Form 5500--Item 27(a).
F-15
<PAGE>
SCHEDULE 2
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
EIN: 25-1233834
PLAN NUMBER: 001
ITEM 27(D)--REPORTABLE TRANSACTIONS--SINGLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I
------------------- ------------------------ -------------- ------------- ------------- ------------- ---------
CURRENT VALUE
OF ASSET ON
IDENTITY OF TRANSACTION NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSETS PURCHASE PRICE SELLING PRICE COST OF ASSET DATE OR (LOSS)
------------------- ------------------------ -------------- ------------- ------------- ------------- ---------
<C> <S> <C> <C> <C> <C> <C>
Mellon Bank, N.A.-- EB Temporary Investment $60,539,116 N/A 60,539,116 60,539,116 N/A
Trust Department Fund
Mellon Bank, N.A.-- EB Temporary Investment N/A 60,471,279 60,471,279 60,471,279 --
Trust Department Fund
</TABLE>
- --------
Note 1: Columns E (Lease/Rental) and F (Expense Incurred with Transaction) have
been omitted because there is no information to report.
N/A--Not applicable
F-16
<PAGE>
SCHEDULE 3
MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN
EIN: 25-1233834
PLAN NUMBER: 001
ITEM 27(D)--REPORTABLE TRANSACTIONS--SERIES TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF PLAN ASSETS
TOTAL
TOTAL DOLLAR
IDENTITY OF NUMBER OF NUMBER OF DOLLAR VALUE VALUE NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSETS PURCHASES SALES OF PURCHASES OF SALES OR (LOSS)
------------------- ----------------------- --------- --------- ------------ ----------- ---------
<C> <S> <C> <C> <C> <C> <C>
Mellon Bank, N.A.-- EB Temporary Investment 503 233 $144,886,052 148,078,938 --
Trust Department Fund
Mellon Bank, N.A.-- EB Intermediate Bond N/A 3 N/A 14,405,051 26,556
Trust Department Fund
Mellon Bank, N.A.-- EB Stock Fund 4 N/A 13,954,864 N/A N/A
Trust Department
</TABLE>
- --------
N/A--Not applicable
F-17
<PAGE>
[LOGO]
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 Registration Statement (No.
33-23635) on Form S-8 of Mellon Bank Corporation of our report dated June 10,
1996, that is included in the December 31, 1995 Annual Report on Form 11-K of
the Mellon Bank Corporation Retirement Savings Plan.
/s/ KPMG Peat Marwick LLP
June 25, 1996
<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 27, 1995
