<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 COMMISSION FILE NO. 0-5108
STATE STREET BOSTON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2456637
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICE)
617-786-3000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
----------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK, $1 PAR VALUE
(TITLE OF CLASS)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
----------------
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]
THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S COMMON STOCK HELD BY NON-
AFFILIATES (PERSONS OTHER THAN DIRECTORS AND EXECUTIVE OFFICERS) OF THE
REGISTRANT ON FEBRUARY 28, 1995 WAS $2,610,805,000.
THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING ON
FEBRUARY 28, 1995 WAS 82,578,160.
PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED INTO THE PARTS OF THIS
REPORT ON FORM 10-K INDICATED BELOW:
(1) ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1994
(PARTS I AND II) AND
(2) THE REGISTRANT'S DEFINITIVE PROXY STATEMENT DATED MARCH 14, 1995 (PART
III)
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<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
State Street Boston Corporation ("State Street") is a bank holding company
organized under the laws of the Commonwealth of Massachusetts.
State Street was organized in 1970 and conducts its business principally
through its subsidiary, State Street Bank and Trust Company ("State Street
Bank"), which traces its beginnings to the founding of the Union Bank in 1792.
The charter under which State Street Bank now operates was authorized by a
special act of the Massachusetts Legislature in 1891, and its present name was
adopted in 1960.
State Street is the fourth largest provider of trust services in the United
States as ranked on the basis of 1993 fiduciary compensation. State Street had
more than $1.6 trillion of assets under custody, $210 billion of bonds under
trusteeship, and $160 billion of assets under management at year- end 1994.
Ranked on the basis of balance sheet assets as of June 1994, State Street Bank
is the 23rd largest commercial bank in the United States. State Street's total
assets were $21.7 billion at December 31, 1994, of which $16.0 billion, or 74%,
were investment securities and money market assets and $3.2 billion, or 15%,
were loans.
Services are provided from offices in the United States, as well as from
offices in Canada, Grand Cayman, Netherland Antilles, the United Kingdom,
France, Belgium, Luxembourg, Denmark, Germany, United Arab Emirates, Hong Kong,
Taiwan, Japan, Australia, and New Zealand. State Street's executive offices are
located at 225 Franklin Street, Boston, Massachusetts. For information as to
foreign activities, refer to Note T to the Notes to Financial Statements.
LINES OF BUSINESS
State Street has three lines of business: financial asset services,
investment management and commercial lending. In 1994, 72% of net income came
from the broad and growing array of financial asset services, 16% of net income
came from investment management and 18% came from commercial lending. Corporate
items reduced net income by 6%.
FINANCIAL ASSET SERVICES
Financial asset services are primarily accounting, custody and other
services for large pools of assets such as mutual funds and pension plans, both
defined benefit and defined contribution, and corporate trusteeship. A broad
array of other services is provided, including accounting, custody, information
services and recordkeeping. Also provided are banking functions of accepting
deposits, making loans and trading foreign exchange.
With $675 billion of mutual fund assets under custody, State Street is the
leading mutual fund custodian in the United States, servicing 36% of the
registered funds. State Street began providing mutual fund services in 1924 and
servicing pension assets in 1974. Customers who sponsor the 2,200 U.S. mutual
funds that State Street services include investment companies, broker/ dealers,
insurance companies and others. In addition, State Street services 252 offshore
mutual funds and collective investment funds in other countries.
State Street's mutual fund services include a full array of services
including custody, portfolio and general ledger accounting, pricing, fund
administration and information services. Shareholder accounting is provided
through a 50%-owned affiliate.
Servicing $664 billion of pension and other assets for North American
customers, State Street is ranked as the largest servicer of tax-exempt assets
for corporations and public funds in the United States and the largest global
custodian for U.S. pension assets. Services include portfolio accounting,
securities custody, securitieslending, and other related services for retirement
and other financial assets of benefit pension plans, unions, endowments,
foundations, and nuclear decommissioning trusts. In addition, State Street
provides global and domestic custody-related services for $72.2 billion in
assets for customers outside North America.
State Street acts as participant recordkeeper, securities custodian and
trustee for defined contribution plans, such as 401(k) plans and ESOPs, and
issues checks for employee benefit distributions. Corporate trust services for
asset-backed securities, corporate securities, leveraged leases, and municipal
securities are provided to investment banks, corporations, municipalities and
government agencies from five offices in the United States. At year ended 1994,
bonds under trusteeship totaled $210 billion.
State Street is a mortgage subservicer through Wendover Funding, Inc. in
Greensboro, North Carolina. State Street also provides card replacement and
other services for a bank card association, processing of unclaimed securities
for state governments, and accounting services for retained assets accounts of
insurance companies.
State Street provides foreign exchange trading and global cash management
services to financial institutions and corporations. Funds are gathered in the
form of domestic and foreign deposits, federal funds and securities sold under
repurchase agreements from local, national and international sources. Trading
and arbitrage operations are conducted with government securities, futures and
options. Municipal dealer activities include underwriting, trading and
distribution of general obligation tax-exempt bonds and notes. Treasury centers
are located in Boston, London, Hong Kong, Tokyo, Sydney, Munich and Luxembourg.
State Street also provides corporate finance services, including private
placement of debt and equity, acquisitions and divestitures and project finance.
INVESTMENT MANAGEMENT
State Street was a pioneer in the development of domestic and international
index funds through State Street Global Advisors ("SSGA"). The products now
offered by SSGA include enhanced index and fully-active equity strategies,
short-term investment funds and fixed income products. These products are sold
and managed both domestically and from locations outside the United States.
State Street is ranked as the largest manager of internationally-indexed assets
and the second largest manager of tax-exempt money in the United States. State
Street is a leading New England trustee and money manager for individuals, and
provides planned gift management services for non-profit organizations
throughout the United States. At year-end 1994, institutional and personal trust
assets under management totaled $160 billion.
COMMERCIAL LENDING
State Street provides corporate banking, specialized lending and
international banking to business and financial institutions. One-third of the
loan portfolio supports the short-term needs of financial asset services
customers and securities brokers in conjunction with their trading and
settlement activity. Corporate banking services are offered primarily to middle
market companies in the Northeast. Specialized Lending is both regional and
national, with specialities that include cable television, technology- based
companies, publishing, law firms, non-profit institutions, broker/ dealers and
other financial institutions. In addition, State Street offers asset-based
finance, leasing, real estate, and trade finance. Trade finance includes letters
of credit, collection, payment and other specialized services for importers and
exporters.
SELECTED STATISTICAL INFORMATION
The following tables contain State Street's consolidated statistical
information relating to, and should be read in conjunction with, the
consolidated financial statements. Additionally, certain previously reported
amounts have been reclassified to conform to the present method of presentation.
<PAGE>
DISTRIBUTION OF AVERAGE ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
The average statements of condition and net interest revenue analysis for
the years indicated are presented below.
<TABLE>
<CAPTION>
1994 1993 1992
---------------------------------- ---------------------------------- ----------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE INTEREST RATE BALANCE INTEREST RATE BALANCE INTEREST RATE
------- -------- ------- ------- -------- ------- ------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-bearing
deposits with
banks<F1>............ $ 5,182,074 $209,246 4.04% $ 5,021,752 $201,453 4.01% $ 5,101,515 $257,615 5.05%
Securities purchased
under resale
agreements and
securities
borrowed ............ 3,079,357 131,156 4.26 3,255,014 102,338 3.14 2,602,740 97,570 3.75
Federal funds sold .... 301,121 12,929 4.29 413,601 12,642 3.06 330,019 11,579 3.51
Trading account assets 479,962 24,289 5.06 369,050 15,551 4.21 226,290 10,081 4.45
Investment securities:
U.S. Treasury and
Federal agencies .. 3,286,660 177,790 5.41 2,076,758 119,495 5.75 1,703,026 115,745 6.80
State and political
subdivisions ...... 1,088,116 55,346 5.09 682,856 37,823 5.54 375,972 28,998 7.72
Other investments ... 2,365,200 127,844 5.41 1,826,568 97,383 5.33 1,443,628 87,963 6.09
Loans<F2>:
Domestic ............ 2,728,849 145,609 5.34 2,261,915 113,272 5.01 1,952,638 111,329 5.70
Foreign ............. 672,509 44,091 6.56 314,122 19,137 6.09 117,707 7,156 6.08
------------ --------- ------------ --------- ------------ ---------
Total interest-
earning assets .... 19,183,848 928,300 4.84 16,221,636 719,094 4.43 13,853,535 728,036 5.26
--------- --------- ---------
Cash and due from banks 1,195,275 911,082 818,991
Allowance for loan
losses .............. (58,089) (57,522) (66,767)
Premises and equipment 462,005 435,475 358,895
Customers' acceptance
liability<F3> ....... 29,580 33,363 51,745
Other assets .......... 1,089,909 625,133 485,720
------------ ------------ ------------
Total Assets ........ $21,902,528 $18,169,167 $15,502,119
============ ============ ============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest-bearing deposits:
Savings ............. $ 1,873,656 54,902 2.93 $ 2,166,996 52,175 2.41 $ 2,153,699 67,967 3.16
Time ................ 118,855 4,184 3.52 157,481 4,531 2.88 162,464 6,265 3.86
Foreign ............. 7,391,751 215,840 2.92 4,953,696 146,051 2.95 3,954,528 174,615 4.42
Federal funds purchased 410,784 16,019 3.90 741,082 21,023 2.84 919,109 30,818 3.35
Securities sold under
repurchase
agreements .......... 4,927,445 200,939 4.08 4,133,726 119,300 2.89 3,290,196 112,407 3.42
Other short-term
borrowings .......... 563,221 24,777 4.40 215,948 8,156 3.78 193,927 8,281 4.27
Notes payable ......... 258,252 11,979 4.64 510,719 19,943 3.90 388,513 18,400 4.74
Long-term debt ........ 128,130 8,625 6.73 122,403 10,023 8.19 146,394 13,327 9.10
------------ --------- ------------ --------- ------------ ---------
Total interest-
bearing liabilities 15,672,094 537,265 3.43 13,002,051 381,202 2.93 11,208,830 432,080 3.85
--------- ----- --------- ----- --------- -----
Noninterest-bearing
deposits ............ 4,154,436 3,622,849 2,952,363
Acceptances outstanding
(3) ................. 30,098 33,956 52,423
Other liabilities ..... 863,425 477,640 401,953
Stockholders' equity .. 1,182,475 1,032,671 886,550
------------ ------------ ------------
Total Liabilities and
Stockholders'
Equity ............ $21,902,528 $18,169,167 $15,502,119
============ ============ ============
Net interest revenue $391,035 $337,892 $295,956
========= ========= =========
Excess of rate earned
over
rate paid ......... 1.41% 1.50% 1.41%
===== ===== =====
Net Interest Margin<F4> 2.04% 2.08% 2.14%
===== ===== =====
----------
<FN>
<F1>Amounts reported were with non-U.S. domiciled offices of other banks.
<F2>Non-accrual loans are included in the average loan amounts outstanding.
<F3>In 1994, 1993 and 1992, 43%, 13% and 9% of acceptances were foreign.
<F4>Net interest margin is taxable equivalent net interest revenue divided by total average interest-earning assets.
</TABLE>
Interest revenue on non-taxable investment securities and loans includes
the effect of taxable-equivalent adjustments, using a Federal income tax rate of
35% in 1994 and 1993, and 34% in 1992, adjusted for applicable state income
taxes net of the related Federal tax benefit.
<PAGE>
DISTRIBUTION OF AVERAGE ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED)
The table below summarizes changes in interest revenue and interest expense
due to changes in volume of interest-earning assets and interest- bearing
liabilities, and changes in interest rates. Changes attributed to both volume
and rate have been allocated based on the proportion of change in each category.
<TABLE>
<CAPTION>
1994 COMPARED TO 1993 1993 COMPARED TO 1992
--------------------------------------------- ---------------------------------------------
INCREASE (DECREASE) INCREASE (DECREASE)
DUE TO NET DUE TO NET
---------------------------- INCREASE ---------------------------- INCREASE
VOLUME RATE (DECREASE) VOLUME RATE (DECREASE)
------ ---- ---------- ------ ---- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest revenue related to:
Interest-bearing deposits
with banks ............... $ 6,465 $ 1,327 $ 7,792 $ (3,971) $ (52,191) $ (56,162)
Securities purchased under
resale agreements and
securities borrowed ...... (5,778) 34,596 28,818 22,047 (17,279) 4,768
Federal funds sold ......... (3,994) 4,281 287 2,684 (1,621) 1,063
Trading account assets ..... 5,237 3,501 8,738 6,044 (574) 5,470
Investment securities:
U.S. Treasury and Federal
agencies ............... 65,824 (7,529) 58,295 23,101 (19,351) 3,750
State and political
subdivisions ........... 20,833 (3,310) 17,523 18,732 (9,907) 8,825
Other investments ........ 29,132 1,504 30,461 21,349 (11,929) 9,420
Loans:
Domestic ................. 24,547 7,790 32,337 16,410 (14,467) 1,943
Foreign .................. 23,397 1,557 24,954 11,966 15 11,981
------- ------- ------- ------- ------- -------
Total interest-earning
assets ................. 165,663 43,717 209,205 118,362 (127,304) (8,942)
------- ------- ------- ------- ------- -------
Interest expense related to:
Deposits:
Savings ................ (7,646) 10,373 2,727 417 (16,209) (15,792)
Time ................... (1,240) 894 (346) (187) (1,547) (1,734)
Foreign ................ 71,316 (1,187) 69,789 37,815 (66,379) (28,564)
Federal funds purchased .... (11,265) 6,261 (5,004) (5,455) (4,341) (9,796)
Securities sold under
repurchase agreements .... 25,929 55,611 81,639 26,045 (19,151) 6,894
Other short-term borrowings 15,083 1,538 16,621 886 (1,012) (126)
Notes payable .............. (11,192) 3,228 (7,964) 5,138 (3,595) 1,543
Long-term debt ............. 452 (1,850) (1,398) (2,048) (1,255) (3,303)
------- ------- ------- ------- ------- -------
Total interest-bearing
liabilities .............. 81,437 74,868 156,064 62,611 (113,489) (50,878)
------- ------- ------- ------- ------- -------
Net Interest Revenue ..... $ 84,226 $(31,151) $ 53,141 $ 55,751 $ (13,815) $ 41,936
======= ======= ======= ======= ======= =======
</TABLE>
<PAGE>
RETURN ON EQUITY AND ASSETS AND CAPITAL RATIOS
The return on equity, return on assets, dividend payout ratio, equity to
assets ratio and capital ratios for the years ended December 31, were as
follows:
1994 1993 1992
---- ---- ----
Net income to:
Average stockholders' equity ..... 17.5% 17.4% 18.1%
Average total assets ............. .95 .99 1.03
Dividends declared to net income ... 22.1 21.9 20.8
Average equity to average assets ... 5.4 5.7 5.7
Risk-based capital ratios:
Tier 1 capital ................... 12.8 12.1 13.2
Total capital .................... 13.4 12.7 14.6
INVESTMENT PORTFOLIO
State Street adopted Statement of Financial Accounting Standards (SFAS) No.
115, "Accounting for Certain Investments in Debt and Equity Securities," on
January 1, 1994. Under SFAS No. 115, debt securities for which State Street has
the intent and ability to hold to maturity may be classified as held-to-
maturity securities and reported at amortized cost. Securities that are not
classified as held to maturity are to be classified as available-for-sale
securities and reported at fair value. Investment securities consisted of the
following at December 31:
1994 1993 1992
---- ---- ----
(DOLLARS IN MILLIONS)
HELD TO MATURITY (at amortized cost)
U.S. Treasury and Federal agencies .. $1,669 $1,272 $ 996
State and political subdivisions .... 1,130 1,084 451
Asset-backed securities ............. 2,347 2,028 1,618
Other investments ................... 41 100 87
----- ----- -----
Total ........................... $5,187 $4,484 $3,152
===== ===== =====
AVAILABLE FOR SALE (at fair value *)
U.S. Treasuries ..................... $3,148 $1,122 $ 940
Other investments ................... 79 95
----- ----- -----
Total ........................... $3,227 $1,217 $ 940
===== ===== =====
* In 1993 and 1992, at lower of cost or market
The maturities of investment securities at December 31, 1994 and the
weighted average yields (fully taxable equivalent basis) were as follows:
<TABLE>
<CAPTION>
MATURING
----------------------------------------------------------------------------------------------
AFTER ONE AFTER FIVE
ONE YEAR BUT WITHIN BUT WITHIN AFTER
OR LESS FIVE YEARS TEN YEARS TEN YEARS
---------------------- ---------------------- ---------------------- ----------------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
------ ----- ------ ----- ------ ----- ------ -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Treasury and
Federal agencies .................. $ 715 5.51% $ 824 5.62% $ 68 6.08% $ 62 6.08%
State and political
subdivisions ...................... 549 6.54 406 5.91 159 4.91 17 9.21
Asset-backed securities ............. 1,315 5.91 864 5.95 105 5.97 62 5.97
Other investments ................... 37 2.32 3 6.06 1 5.00
----- ----- ---- ----
Total ........................... $2,616 $2,097 $333 $141
===== ===== ==== ====
AVAILABLE FOR SALE
U.S. Treasury ....................... $ 98 4.20% $3,051 5.83%
Other investments ................... 55 5.89 23 6.74
----- -----
Total ........................... $ 153 $3,074
===== =====
</TABLE>
LOAN PORTFOLIO
Domestic and foreign loans at December 31 and average loans outstanding for
the years ended December 31, were as follows:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Domestic:
Commercial and financial . $2,070,145 $1,889,143 $1,519,037 $1,411,994 $1,539,069
Real estate .............. 100,549 94,073 105,156 128,376 173,530
Consumer ................. 41,323 46,315 64,841 75,366 94,680
Lease financing .......... 341,640 254,525 251,761 211,350 199,392
-------------- -------------- -------------- -------------- --------------
Total domestic ......... 2,553,657 2,284,056 1,940,795 1,827,086 2,006,671
-------------- -------------- -------------- -------------- --------------
Foreign:
Commercial and industrial 510,638 295,716 50,838 67,622 55,500
Banks and other financial 52,597 25,940 8,838 7,495 38,141
institutions ...............
Government and official 1,000 1,000 1,000 1,000 1,000
institutions ...............
Lease financing .......... 110,055 70,976
Other .................... 5,274 2,486 2,242 2,112 3,762
-------------- -------------- -------------- -------------- --------------
Total foreign .......... 679,564 396,118 62,918 78,229 98,403
-------------- -------------- -------------- -------------- --------------
Total loans ............ $3,233,221 $2,680,174 $2,003,713 $1,905,315 $2,105,074
============== ============== ============== ============== ==============
Average loans outstanding .. $3,401,358 $2,576,037 $2,070,345 $2,107,388 $2,621,429
============== ============== ============== ============== ==============
Selected loan maturities at December 31, 1994 were as follows:
<CAPTION>
AFTER ONE
ONE YEAR BUT WITHIN AFTER
OR LESS FIVE YEARS FIVE YEARS
-------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Commercial and financial .......................................... $1,659,317 $261,137 $149,691
Real estate ....................................................... 51,059 38,798 10,692
Foreign ........................................................... 554,709 9,006 115,849
The following table shows the classification of the above loans due after one year according to sensitivity to changes in
interest rates:
<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C>
Loans with predetermined interest rates .................................... $235,114
Loans with floating or adjustable interest rates ........................... 350,059
-------
Total .................................................................. $585,173
========
</TABLE>
Loans are evaluated on an individual basis to determine the appropriateness
of renewing each loan. State Street does not have a general rollover policy.
Unearned revenue included in loans was $4,112,000 and $4,423,000 at December 31,
1994 and 1993, respectively.
NON-ACCRUAL LOANS
It is State Street's policy to place loans on a non-accrual basis when they
become 60 days past due as to either principal or interest, or when in the
opinion of management, full collection of principal or interest is unlikely.
When the loan is placed on non-accrual, the accrual of interest is discontinued
and previously recorded but unpaid interest is reversed and charged against
current earnings. Past due loans are loans on which principal or interest
payments are over 90 days delinquent, but where interest continues to be
accrued.
NON-ACCRUAL LOANS (CONTINUED)
The following schedule discloses information concerning non-accrual and
past due loans:
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------------------------------------------
1994 1993 1992 1991 1990
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Non-accrual:
Domestic ............................. $23,043 $26,804 $39,954 $39,620 $54,273
Foreign .............................. 323 1,337 2,206
------- ------- ------- ------- -------
Total non-accrual .................. $23,043 $26,804 $40,277 $40,957 $56,479
======= ======= ======= ======= =======
Past due:
Domestic ............................. $ 41 $ 86 $ 288 $ 44 $ 2,590
Foreign .............................. 65 507 88
------- ------- ------- ------- -------
Total past due ..................... $ 41 $ 86 $ 353 $ 551 $ 2,678
======= ======= ======= ======= =======
</TABLE>
The interest revenue for 1994 which would have been recorded related to
these non-accrual loans is $2,245,000 for domestic loans. The interest revenue
that was recorded on these non-accrual loans was $834,000, all of which relates
to domestic loans.
A loan totaling $2,703,000 was restructured in 1994, is performing in
accordance with its new terms and is accruing at a market rate.
ALLOWANCE FOR LOAN LOSSES
The changes in the allowance for loan losses for the years ended December
31, were as follows:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance at beginning of year:
Domestic ............................. $50,968 $56,987 $64,323 $49,007 $48,958
Foreign .............................. 3,348 944 1,565 1,968 1,347
------- ------- ------- ------- -------
Total allowance for loan losses .... 54,316 57,931 65,888 50,975 50,305
------- ------- ------- ------- -------
Provision (credit) for loan losses:
Domestic ............................. 9,485 10,247 11,734 59,989 43,746
Foreign .............................. 2,084 1,073 467 23 1,915
------- ------- ------- ------- -------
Total provision for loan losses .... 11,569 11,320 12,201 60,012 45,661
------- ------- ------- ------- -------
Loan charge-offs:
Commercial and financial ............. 10,189 15,241 9,794 33,687 12,266
Real estate construction ............. 20 4,753 6,315 6,680
Real estate mortgage ................. 1,607 5,800 4,625 2,599
Consumer ............................. 288 1,416 1,811 2,273 25,197
Foreign .............................. 261 1,356 870 1,337
------- ------- ------- ------- -------
Total loan charge-offs ............. 10,477 18,545 23,514 47,770 48,079
------- ------- ------- ------- -------
Recoveries:
Commercial and financial ............. 1,818 1,178 1,414 1,494 256
Real estate construction ............. 90 73 259 4
Real estate mortgage ................. 125 206 488 52
Consumer ............................. 415 561 927 681 2,785
Foreign .............................. 328 187 268 444 43
------- ------- ------- ------- -------
Total recoveries ................... 2,776 2,205 3,356 2,671 3,088
------- ------- ------- ------- -------
Net loan charge-offs ............... 7,701 16,340 20,158 45,099 44,991
------- ------- ------- ------- -------
Allowance of foreign subsidiary purchased 1,405
Balance at end of year:
Domestic ............................. 52,424 50,968 56,987 64,323 49,007
Foreign .............................. 5,760 3,348 944 1,565 1,968
------- ------- ------- ------- -------
Total allowance for loan losses .... $58,184 $54,316 $57,931 $65,888 $50,975
======= ======= ======= ======= =======
Ratio of net charge-offs to average
loans outstanding ...................... .23% .63% .97% 2.14% 1.72%
======= ======= ======= ======= =======
</TABLE>
<PAGE>
ALLOWANCE FOR LOAN LOSSES (CONTINUED)
State Street establishes an allowance for loan losses to absorb probable
credit losses. Management's review of the adequacy of the allowance for loan
losses is ongoing throughout the year and is based, among other factors, on the
evaluation of the level of risk in the portfolio, the volume of adversely
classified loans, previous loss experience, current trends, and expected
economic conditions and its effect on borrowers.
While the allowance is established to absorb probable losses inherent in
the total loan portfolio, management allocates the allowance for loan losses to
specific loans, selected portfolio segments and certain off-balance sheet
exposures and commitments. Adversely classified loans in excess of $1 million
are individually reviewed to evaluate risk of loss and assigned a specific
allocation of the allowance. The allocations are based on an assessment of
potential risk of loss and include evaluations of the borrowers' financial
strength, cash flows, collateral, appraisals and guarantees. The allocations to
portfolio segments and off-balance sheet exposures are based on management's
evaluation of relevant factors, including the current level of problem loans and
current economic trends. These allocations are also based on subjective
estimates and management judgment, and are subject to change from
quarter-to-quarter. In addition, a portion of the allowance remains unallocated
as a general reserve for the entire loan portfolio.
The provision for loan losses is a charge to earnings for the current
period which is required to maintain the total allowance at a level considered
adequate in relation to the level of risk in the loan portfolio. The provision
for loan losses was $11.6 million for 1994, which compares to $11.3 million in
1993.
At December 31, 1994, the allowance for loan losses was $58.2 million, or
1.80% of loans. This compares to an allowance of $54.3 million or 2.03% of loans
a year ago. This decline reflects improvement in measures of credit quality and
improvement in the outlook for general economic conditions and its effect on
borrowers. The decline in the allowance for loan losses as a percentage of loan
volume is also attributable to the growth in loan exposures to financial asset
services customers and securities brokers in conjunction with their trading and
settlement activity. These loan exposures are generally short-term, usually
overnight, and are structured to have relatively low credit exposure.
CREDIT QUALITY
At December 31, 1994, loans comprised 15% of State Street's assets,
compared to over 55% for other banking companies of comparable size. State
Street's loan policies limit the size of individual loan exposures to reduce
risk through diversification.
In 1994, net charge-offs declined from $16.3 million to $7.7 million. Net
charge-offs as a percentage of average loans were .23% compared to .63% for
1993.
At December 31, 1994, total non-performing assets were $27.4 million, a
$10.5 million decrease from year-end 1993. For 1994 and 1993, respectively,
non-performing assets include $23.0 million and $26.8 million of non-accrual
loans and $4.4 million and $11.1 million of other real estate owned. In 1994,
loans placed on non-accrual status were more than offset by charge-offs,
payments, and the return to accrual status of several loans. The decline in
other real estate owned resulted from property sales.
In 1994, measures of credit quality improved, as discussed above, as did
the general economic outlook. The economy in the Northeast began to expand
modestly after several years of decline. We expect these levels of credit
quality to continue in in 1995. It is anticipated that charge-off's in 1995 will
approximate the 1994 level and will be primarily in the commercial and financial
category.
<PAGE>
CROSS-BORDER OUTSTANDINGS
Countries with which State Street has cross-border outstandings (primarily
deposits and letters of credit to banks and other financial institutions) of at
least 1% of its total assets at December 31, 1994, 1993 and 1992, were as
follows:
1994 1993 1992
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
Japan ................................. $1,708,021 $1,688,130 $1,630,148
United Kingdom ........................ 543,055 613,515 524,352
France ................................ 461,919 519,565 444,637
Australia ............................. 648,697 498,671 174,652
Italy ................................. 527,682 367,931 420,535
Germany ............................... 438,624 339,477 371,657
Canada ................................ 265,322 289,152 220,217
Netherlands ........................... 101,797 224,622
Hong Kong ............................. 206,443
Switzerland ........................... 175,052
----------- ----------- -----------
Total outstandings ................ $4,695,117 $4,747,506 $3,961,250
=========== =========== ===========
Aggregate of cross-border outstandings in countries having between .75% and
1% of total assets at December 31, 1994 was $176,988,000 (Switzerland); December
31, 1993 was $171,688,000 (Belgium); and at December 31, 1992 was $139,333,000
(Austria). At December 31, 1994 there was $2,308,000 of cross-border risk with
Mexico.
DEPOSITS
The average balance and rates paid on interest-bearing deposits for the
years ended December 31, were as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---------------------- --------------------- ---------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE RATE BALANCE RATE BALANCE RATE
------------ -------- ----------- -------- ----------- --------
(DOLLARS IN THOUSANDS)
Domestic:
Noninterest-bearing
deposits........... $4,092,884 $3,589,812 $2,920,939
Savings deposits.... 1,873,656 2.93% 2,166,996 2.41% 2,153,699 3.16%
Time deposits....... 118,855 3.52 157,481 2.88 162,464 3.86
---------- ---------- ----------
Total domestic.... $6,085,395 $5,914,289 $5,237,102
========== ========== ==========
Foreign:
Noninterest-bearing
deposits.......... $ 61,552 $ 33,037 $ 31,424
Interest-bearing... 7,391,751 2.92% 4,953,696 2.95% 3,954,528 4.42%
---------- ---------- ----------
Total foreign.... $7,453,303 $4,986,733 $3,985,952
========== ========== ==========
Maturities of domestic certificates of deposit of $100,000 or more at
December 31, 1994, were as follows:
<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C>
3 months or less ..................................... $79,992
3 to 6 months ........................................ 4,651
6 to 12 months ....................................... 3,452
Over 12 months ....................................... 2,416
------
Total ............................................ $90,511
=======
</TABLE>
At December 31, 1994, substantially all foreign time deposit liabilities
were in amounts of $100,000 or more. Included in noninterest-bearing deposits
were foreign deposits of $44,816,000, $28,519,000 and $41,492,000 at December
31, 1994, 1993 and 1992.
<PAGE>
SHORT-TERM BORROWINGS
The following table reflects the amounts outstanding and weighted average
interest rates of the primary components of short-term borrowings as of and for
the years ended:
<TABLE>
<CAPTION>
FEDERAL SECURITIES SOLD
FUNDS UNDER REPURCHASE
PURCHASED AGREEMENTS
--------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Balance as of December 31:
1994 ......................................................... $ 113,143 $4,798,261
1993 ......................................................... 269,083 2,972,928
1992 ......................................................... 623,670 2,751,416
Maximum outstanding at any month end:
1994 ......................................................... $ 745,443 $6,684,105
1993 ......................................................... 1,081,811 5,297,210
1992 ......................................................... 1,522,522 4,313,852
Average outstanding during the year:
1994 ......................................................... $ 410,784 $4,927,445
1993 ......................................................... 741,082 4,133,726
1992 ......................................................... 919,109 3,290,196
Weighted average interest rate at year end:
1994 ......................................................... 5.3% 4.9%
1993 ......................................................... 2.7 2.7
1992 ......................................................... 2.3 2.8
Weighted average interest rate during the year:
1994 ......................................................... 3.9% 4.1%
1993 ......................................................... 2.8 2.9
1992 ......................................................... 3.4 3.4
</TABLE>
COMPETITION
State Street operates in a highly competitive environment in all areas of
its business on a world wide basis, including servicing financial assets,
investment management and commercial lending. In addition to facing strong
competition from other deposit taking institutions, State Street faces strong
competition from investment management firms, private trustees, insurance
companies, mutual funds, broker/dealers, investment banking firms, law firms,
benefit consultants, and business service companies. As State Street expands
globally, additional sources of competition are encountered.
EMPLOYEES
At December 31, 1994, State Street had 11,127 employees, of whom 10,766
were full-time.
REGULATION AND SUPERVISION
State Street is registered with the Board of Governors of the Federal
Reserve System (the "Board") as a bank holding company pursuant to the Bank
Holding Company Act of 1956, as amended (the "Act"). The Act, with certain
exceptions, limits the activities that may be engaged in by State Street and its
non-bank subsidiaries to those which are deemed by the Board to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto. In making such determination, the Board must consider whether the
performance of any such activity by a subsidiary of State Street can reasonably
be expected to produce benefits to the public, such as greater convenience,
increased competition or gains in efficiency, that outweigh possible adverse
effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. The Board is
authorized to differentiate between activities commenced de novo and those
commenced by the acquisition in whole or in part of a going concern. The Board
may order a bank holding company to terminate any activity or its ownership or
control of a nonbank subsidiary if the Board finds that such activity or
ownership or control constitutes a serious risk to the financial safety,
soundness or stability of a subsidiary bank and is inconsistent with sound
banking principles or statutory purposes. In the opinion of management, all of
State Street's present subsidiaries are within the statutory standard or are
otherwise permissible.
The Act also requires a bank holding company to obtain prior approval of
the Board before it may acquire substantially all the assets of any bank or
ownership or control of more than 5% of the voting shares of any bank. Until
September 29, 1995, the Act prohibits a bank holding company from acquiring
shares of a bank located outside the state in which the operations of the
holding company's banking subsidiaries are principally conducted unless such an
acquisition is specifically authorized by statute of the other state. On
September 29, 1994, President Clinton signed into law the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "Interstate Act"). The
Interstate Act generally authorizes bank holding companies to acquire banks
located in any state commencing on September 29, 1995. In addition, it generally
authorizes national and state chartered banks to merge across state lines (and
thereby create interstate branches) commencing June 1, 1997. Under the
provisions of the Interstate Act, states are permitted to "opt out" of this
latter interstate branching authority by taking action prior to the commencement
date. States may also "opt in" early (i.e., prior to June 1, 1997) to the
interstate merger provisions. Further, the Interstate Act provides that states
may act affirmatively to permit de novo branching by banking institutions across
state lines.
The Board has established risk-based capital guidelines that require
minimum ratios of capital to risk-weighted assets and certain off-balance sheet
credit exposure. The Board also maintains a leverage ratio guideline that is a
measure of capital to total average balance sheet assets. Information on State
Street's capital appears in State Street's 1994 Annual Report to Stockholders on
page 34 and is incorporated by reference.
State Street and its non-bank subsidiaries are affiliates of State Street
Bank under the federal banking laws, which impose certain restrictions on
transfers of funds in the form of loans, extensions of credit, investments or
asset purchases by State Street Bank to State Street and its non-bank
subsidiaries. Transfers of this kind to State Street and its non-bank
subsidiaries by State Street Bank are limited to 10% of State Street Bank's
capital and surplus with respect to each affiliate and to 20% in the aggregate,
and are also subject to certain collateral requirements. A bank holding company
and its subsidiaries are prohibited from engaging in certain tie-in arrangements
in connection with any extension of credit or lease or sale of property or
furnishing of services. Federal law also provides that certain transactions with
affiliates must be on terms and under circumstances, including credit standards
that are substantially the same, or at least as favorable to the institution as
those prevailing at the time for comparable transactions involving other
non-qualified companies or, in the absence of comparable transactions, on terms
and under circumstances, including credit standards, that in good faith would be
offered to, or would apply to, nonaffiliated companies. The Board has
jurisdiction to regulate the terms of certain debt issues of bank holding
companies.
State Street, State Street Bank and their affiliates are also subject to
restrictions with respect to issuing, floating and underwriting, or publicly
selling or distributing, securities in the United States. State Street and its
affiliates are able to underwrite and deal in specific categories of securities,
including U.S. government and certain agency, state, and municipal securities.
Board policy requires a bank holding company to act as a source of
financial strength for its subsidiary banks and to commit resources to support
such banks. Under this policy, State Street may be required to commit resources
to its subsidiary banks in circumstances where it might not do so absent such
policy. In the event of a bank holding company's bankruptcy, any commitment by
the bank holding company to a federal bank regulatory agency to maintain the
capital of a subsidiary bank will be assumed by the bankruptcy trustee and
entitled to a priority payment.
The primary banking agency responsible for regulating State Street and its
subsidiaries, including State Street Bank, for both domestic and international
operations is the Federal Reserve Bank of Boston. State Street is also subject
to the Massachusetts bank holding company statute. The Massachusetts statute
requires prior approval by the Massachusetts Board of Bank Incorporation for the
acquisition by State Street of more than 5% of the voting shares of any
additional bank and for other forms of bank acquisitions.
State Street's banking subsidiaries are subject to supervision and
examination by various regulatory authorities. State Street Bank is a member of
the Federal Reserve System and the Federal Deposit Insurance Corporation (the
"FDIC") and is subject to applicable federal and state banking laws and to
supervision and examination by the Federal Reserve Bank of Boston, as well as by
the Massachusetts Commissioner of Banks,the FDIC, and the regulatory authorities
of those countries in which a branch of State Street Bank is located. Other
subsidiary banks are subject to supervision and examination by the Office of the
Comptroller of the Currency or by the appropriate state banking regulatory
authorities of the states in which they are located. State Street's foreign
banking subsidiaries are also subject to regulation by the regulatory
authorities of the countries in which they are located. The capital of each of
these banking subsidiaries is in excess of the minimum legal capital
requirements as set by those authorities.
RECENT STATUTORY DEVELOPMENTS
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") broadened the enforcement powers of the federal banking agencies,
including increased power to impose fines and penalties, over all financial
institutions, including bank holding companies and commercial banks. As a result
of FIRREA, State Street Bank and any or all of its subsidiaries can be held
liable for any loss incurred by, or reasonably expected to be incurred by, the
FDIC after August 9, 1989, in connection with (a) the default of State Street
Bank or any other subsidiary bank or (b) any assistance provided by the FDIC to
State Street Bank or any other subsidiary bank in danger of default.
In 1990, Massachusetts adopted a law which permits Massachusetts banking
institutions to acquire banking institutions located in other states based on
a reciprocal basis. The Crime Control Act of 1990 further broadened the
enforcement powers of the federal banking agencies in a significant number of
areas.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") has as its primary objectives to recapitalize the Bank Insurance Fund
and strengthen the regulation and supervision of financial institutions. During
1994, the federal banking agencies continued the process of promulgating
regulations to implement the statute.
The "Prompt Corrective Action" provisions of the FDICIA are for the stated
purpose: "to resolve the problems of insured depository institutions at the
least possible long-term loss to the deposit insurance fund." Each federal
banking agency has implemented prompt corrective action regulations for the
institutions that it regulates. The statute requires or permits the agencies to
take certain supervisory actions when an insured depository institution falls
within one of five specifically enumerated capital categories. It also restricts
or prohibits certain activities and requires the submission of a capital
restoration plan when an insured institution becomes undercapitalized. The
implementing regulations establish the numerical limits for the capital
categories and establish procedures for issuing and contesting prompt corrective
action directives. The five tiers of capital measurement range from "well
capitalized" to "critically undercapitalized". To be within the category "well
capitalized", an insured depository institution must have a total risk- based
capital ratio of 10.0 percent or greater, a Tier 1 risk-based capital ratio of
6.0 percent or greater, and a leverage ratio of 5.0 percent or greater, and the
institution must not be subject to an order, written agreement, capital
directive, or prompt corrective action directive to meet specific capital
requirements. An insured institution is "adequately capitalized" if it has a
total risk-based capital ratio of 8.0 percent or greater, a Tier 1 risk-based
capital ratio of 4.0 percent or greater, and a leverage ratio of 4.0 percent or
greater (or a leverage ratio of 3.0 percent or greater if the institution is
rated composite 1 under the regulatory rating system). The final three capital
categories are levels of undercapitalized, which trigger mandatory statutory
provisions. While other factors in addition to capital ratios determine an
institution's capital category, State Street Bank's capital ratios were within
the "well-capitalized" category at December 31, 1994.
The Federal Reserve Board adopted a final rule, as required by the FDICIA,
prescribing standards that will limit the risks posed by an insured depository
institution's exposure to any other depository institution. Banks are required
to develop written policies and procedures to monitor credit exposure to other
banks, and to limit to 50% and 25% of total capital exposure to
"undercapitalized" banks in 1995 and 1996, respectively.
As required by the FDICIA, the FDIC adopted a regulation that permits only
well capitalized banks, and adequately capitalized banks that have received
waivers from the FDIC, to accept, renew or rollover brokered deposits.
Regulations have also been adopted by the FDIC to limit the activities conducted
as a principal by, and the equity investments of, state-chartered banks to those
permitted for national banks. Banks may apply to the FDIC for approval to
continue to engage in excepted investments and activities.
Other FDICIA regulations adopted require independent audits, an independent
audit committee of the bank's board of directors, stricter truth- in-savings
provisions, and standards for real estate lending. The FDICIA amended deposit
insurance coverage and the FDIC has implemented a rule specifying the treatment
of accounts to be insured up to $100,000.
Under other provisions of FDICIA, the federal banking agencies have
proposed safety and soundness standards for banks in a number of areas
including: internal controls, internal audit systems, information systems,
credit underwriting, interest rate risk, executive compensation and minimum
earnings. The agencies have also proposed rules to revise risk-based capital
standards to take account of interest rate risk, as required by FDICIA.
FDICIA and related regulations may result in higher costs for the banking
industry in terms of costs of compliance and recordkeeping.
Legislation enacted as part of the Omnibus Budget Reconciliation Act of
1993 provides that deposits in U.S. offices and certain claims for
administrative expenses and employee compensation against a U.S. insured
depository institution which has failed will be afforded a priority over other
general unsecured claims, including deposits in non-U.S. offices and claims
under non-depository contracts in all offices, against such an institution in
the "liquidation of other resolution" of such and institution by any receiver.
Accordingly, such priority creditors (including FDIC, as the subrogee of insured
depositors) of State Street Bank will be entitled to priority over unsecured
creditors in the event of a "liquidation or other resolution" of such
institution.
DIVIDENDS
As a bank holding company, State Street is a legal entity separate and
distinct from State Street Bank and its other non-bank subsidiaries. State
Street's principal source of cash revenues is dividends from State Street Bank
and its other non-bank subsidiaries. The right of State Street to participate as
a stockholder in any distribution of assets of a subsidiary upon its liquidation
or reorganization or otherwise is subject to the prior claims by creditors of
the subsidiary, including obligations for federal funds purchased and securities
sold under repurchase agreements, as well as deposit liabilities. Payment of
dividends by State Street Bank is subject to provisions of the Massachusetts
banking law which provides that dividends may be paid out of net profits
provided (i) capital stock and surplus remain unimpaired, (ii) dividend and
retirement fund requirements of any preferred stock have been met, (iii) surplus
equals or exceeds capital stock, and (iv) there are deducted from net profits
any losses and bad debts, as defined, in excess of reserves specifically
established therefor. Under the Federal Reserve Act, the approval of the Board
of Governors of the Federal Reserve System would be required if dividends
declared by the Bank in any year would exceed the total of its net profits for
that year combined with retained net profits for the preceding two years, less
any required transfers to surplus. Under applicable federal and state law
restrictions, at December 31, 1994 State Street Bank could have declared and
paid dividends of $426,554,000 without regulatory approval. Future dividend
payments of the Bank and non-bank subsidiaries cannot be determined at this
time.
ECONOMIC CONDITIONS AND GOVERNMENT POLICIES
Economic policies of the government and its agencies influence the
operating environment of State Street. Monetary policy conducted by the Federal
Reserve Board directly affects the level of interest rates and overall credit
conditions of the economy. Policy instruments utilized by the Federal Reserve
Board include open market operations in U.S. Government securities, changes in
reserve requirements for depository institutions, and changes in the discount
rate and availability of borrowing from the Federal Reserve.
ITEM 2. PROPERTIES
State Street's headquarters are located in the State Street Bank Building,
a 34-story building at 225 Franklin Street, Boston, Massachusetts, which was
completed in 1965. State Street leases approximately 451,000 square feet (or
approximately 49% of the space in this building) for a 30-year initial term with
two successive extension options of 20 years each at rentals to be negotiated.
State Street exercised the first of the two (2) options which will be effective
on January 1, 1996 for a term of 20 years.
State Street owns five buildings located in Quincy, Massachusetts, a suburb
of Boston. Four of the buildings, containing a total of approximately 1,365,000
square feet, function as State Street Bank's operations facilities. State Street
Bank occupies approximately 1,320,000 square feet and subleases the remaining
space. The fifth building, with 186,000 square feet, is leased to Boston
Financial Data Services, Inc., a 50% owned affiliate. Additionally, State Street
owns a 98,000 square foot building in Westborough, Massachusetts for use as a
second data center.
The remaining offices and facilities of State Street and its subsidiaries
are leased. As of December 31, 1994, the aggregate mortgage and lease payments,
net of sublease revenue, payable within one year amounted to $29,066,000, plus
assessments for real estate tax, cleaning and operating escalations.
For additional information relating to premises, see Note E to the Notes to
Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
State Street is subject to pending and threatened legal actions that arise
in the normal course of business. In the opinion of management, after discussion
with counsel, these can be successfully defended or resolved without a material
adverse effect on State Street's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 4.A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with regard to each
executive officer of State Street. As used herein, the term "executive officer"
means an officer who performs policy-making functions for State Street.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Marshall N. Carter ....................................... 55 Chairman and Chief Executive Officer
David A. Spina ........................................... 52 Vice Chairman
George J. Fesus .......................................... 52 Executive Vice President, Chief Financial Officer and
Treasurer
A. Edward Allinson ....................................... 60 Executive Vice President
Dale L. Carleton ......................................... 50 Executive Vice President
Susan Comeau ............................................. 53 Executive Vice President
James J. Darr ............................................ 48 Executive Vice President
Howard H. Fairweather .................................... 56 Executive Vice President
Charles J. Kelly ......................................... 50 Executive Vice President
Ronald E. Logue .......................................... 49 Executive Vice President
Nicholas A. Lopardo ...................................... 48 Executive Vice President
Albert E. Petersen ....................................... 49 Executive Vice President
William M. Reghitto ...................................... 52 Executive Vice President
David J. Sexton .......................................... 55 Executive Vice President
Norton Q. Sloan .......................................... 58 Executive Vice President
</TABLE>
All executive officers are elected by the Board of Directors. There are no
family relationships among any of the directors and executive officers of State
Street. With the exception of Messrs. Carter, Allinson, Logue and Petersen, all
of the executive officers have been officers of State Street for five years or
more. Mr. Carter became President of State Street in July, 1991, Chief Executive
Officer in January, 1992 and Chairman in January, 1993. Prior to joining State
Street, he was with Chase Manhattan Bank for 15 years, including the last three
as head of global securities services. Mr. Allinson became an officer of State
Street in March, 1990. Prior to joining State Street, he was President of
Mitchell Hutchins Asset Management, a subsidiary of PaineWebber Incorporated,
responsible for six financial service subsidiaries. Mr. Petersen became an
officer of State Street in August, 1991. Prior to joining State Street, he was
an Executive Vice President at First Empire State Corporation, a bank holding
company, responsible for operations and systems. Mr. Logue became an officer of
State Street in 1991. Prior to joining State Street, he was Executive Vice
President at Bank of New England Corporation where he was head of processing
services. Mr. Sloan retired effective December 31, 1994 and Mr. Fesus resigned
effective February 16, 1995, at which time Mr. Spina became Chief Financial
Officer and Treasurer.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information concerning the market prices of and dividends on State Street's
common stock during the past two years appears on page 35 of State Street's 1994
Annual Report to Stockholders and is incorporated by reference. There were 6,028
stockholders of record at December 31, 1994. During 1994, State Street's common
stock was traded on the NASDAQ National Market System, ticker symbol: STBK. In
February 1995, State Street's common stock was listed for trading on the New
York Stock Exchange, ticker symbol: STT.
ITEM 6. SELECTED FINANCIAL DATA
The information is set forth on page 21 of State Street's 1994 Annual
Report to Stockholders and is incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The information required by this item appears in State Street's 1994 Annual
Report to Stockholders on pages 3 and 4 and pages 22 through 37 and is
incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL FINANCIAL DATA
The Consolidated Financial Statements, Report of Independent Auditors and
Supplemental Financial Data appearing on pages 38 through 59 of State Street's
1994 Annual Report to Stockholders and are incorporated by reference.
ITEM 9. CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning State Street's directors appears on pages 1 through
6 of State Street's Proxy Statement for the 1995 Annual Meeting of Stockholders
under the caption "Election of Directors" which Statement is to be filed with
the Securities and Exchange Commission. Such information is incorporated by
reference.
Information concerning State Street's executive officers appears under the
caption "Executive Officers of the Registrant" in Item 4.A. of this Report.
Information concerning compliance with Section 16(a) of the Securities
Exchange Act appears on page 8 of State Street's Proxy Statement for the 1995
Annual Meeting of Stockholders under the caption "Compliance with Section 16 (a)
of the Securities Exchange Act." Such information is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning compensation of the executives of State Street
appears on pages 9 through 16 in State Street's Proxy Statement for the 1995
Annual Meeting of Stockholders under the caption "Executive Compensation". Such
information is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners and
management appears on pages 7 and 8 in State Street's Proxy Statement for the
1995 Annual Meeting of Stockholders under the caption "Beneficial Ownership of
Shares". Such information is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions
appears on page 8 in State Street's Proxy Statement for the 1995 Annual Meeting
of Stockholders under the caption "Certain Transactions". Such information is
incorporated by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements -- The following consolidated financial
statements of State Street included in its Annual Report to
Stockholders for the year ended December 31, 1994, are incorporated
by reference in Item 8 hereof:
Consolidated Statement of Income--Years ended December 31, 1994,
1993 and 1992
Consolidated Statement of Condition--December 31, 1994 and 1993
Consolidated Statement of Cash Flows--Years ended December 31, 1994,
1993 and 1992
Consolidated Statement of Changes in Stockholders' Equity--Years
ended December 31, 1994, 1993 and 1992
Notes to Financial Statements
Report of Independent Auditors
(2) Financial Statement Schedules--Schedules to the consolidated
financial statements required by Article 9 of Regulation S-X are not
required under the related instructions, are inapplicable, or the
information is contained herein and therefore have been omitted.
(3) Exhibits
A list of the exhibits filed or incorporated by reference appears
following page 17 of this Report, which information is incorporated
by reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, on March 16, 1995, thereunto duly authorized.
STATE STREET BOSTON CORPORATION
REX S. SCHUETTE
By --------------------------------
REX S. SCHUETTE
Senior Vice President and
Comptroller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 16, 1995, by the following persons on
behalf of the registrant and in the capacities indicated.
OFFICERS:
<TABLE>
<S> <C>
MARSHALL N. CARTER DAVID A. SPINA
----------------------------------------------------- -------------------------------------------------
MARSHALL N. CARTER, Chairman and Chief Executive DAVID A. SPINA, Vice Chairman, Treasurer and
Officer Chief Financial Officer
REX S. SCHUETTE
-------------------------------------------------
REX S. SCHUETTE, Senior Vice President and
Comptroller
DIRECTORS:
TENLEY E. ALBRIGHT JOSEPH A. BAUTE
----------------------------------------------------- -------------------------------------------------
TENLEY E. ALBRIGHT JOSEPH A. BAUTE
JAMES I. CASH
----------------------------------------------------- -------------------------------------------------
I. MACALLISTER BOOTH JAMES I. CASH
TRUMAN S. CASNER NADER F. DAREHSHORI
----------------------------------------------------- -------------------------------------------------
TRUMAN S. CASNER NADER F. DAREHSHORI
LOIS D. JULIBER CHARLES F. KAYE
----------------------------------------------------- -------------------------------------------------
LOIS D. JULIBER CHARLES F. KAYE
CHARLES R. LAMANTIA JOHN M. KUCHARSKI
----------------------------------------------------- -------------------------------------------------
CHARLES R. LAMANTIA JOHN M. KUCHARSKI
DENNIS J. PICARD DAVID B. PERINI
----------------------------------------------------- -------------------------------------------------
DENNIS J. PICARD DAVID B. PERINI
BERNARD W. REZNICEK ALFRED POE
----------------------------------------------------- -------------------------------------------------
BERNARD W. REZNICEK ALFRED POE
ROBERT E. WEISSMAN
-------------------------------------------------
ROBERT E. WEISSMAN
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT 2. PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION
OR SUCCESSION
2.1 Acquisition agreement dated September 27, 1994 among Registrant,
Kemper Financial Services, Inc. and DST Systems, Inc. pertaining to
the acquisition of IFTC Holdings, Inc. (filed with the Securities and
Exchange Commission as Exhibit 2 to Registrant's Quarterly Report on
Form 10Q for the quarter ended September 30, 1994 and incorporated by
reference).
EXHIBIT 3. ARTICLES OF INCORPORATION AND BY-LAWS
3.1 Restated Articles of Organization as amended (filed with the
Securities and Exchange Commission as Exhibit 3.1 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1988 and
incorporated by reference)
3.2 By-laws as amended (filed with the Securities and Exchange Commission
as Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992 and incorporated by reference)
3.3 Certificate of Designation, Preferences and Rights (filed with the
Securities and Exchange Commission as Exhibit 3.1 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992 and
incorporated by reference)
EXHIBIT 4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
4.1 The description of the Company's Common Stock included in the
Company's effective registration statement report on Form 10, as
filed with the Securities and Exchange Commission on September 3,
1970 and amended on May 12, 1971 and incorporated by reference.
4.2 Rights Agreement dated as of September 15, 1988 between State Street
Boston Corporation and The First National Bank of Boston, Rights
Agent (filed with the Securities and Exchange Commission as Exhibit 4
to Registrant's Current Report on Form 8-K dated September 30, 1988
and incorporated by reference)
4.3 Amendment to Rights Agreement dated as of September 20, 1990 between
State Street Boston Corporation and The First National Bank of
Boston, Rights Agent (filed with the Securities and Exchange
Commission as Exhibit 4 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990 and incorporated by
reference)
4.4 Indenture dated as of May 1, 1983 between State Street Boston
Corporation and Morgan Guaranty Trust Company of New York, Trustee,
relating to the Company's 7 3/4% Convertible Subordinated Debentures
due 2008 (filed with the Securities and Exchange Commission as
Exhibit 4 to the Registrant's Registration Statement on Form S-3
filed on April 22, 1983, Commission File No. 2-83251 and incorporated
by reference)
4.5 Indenture dated as of August 2, 1994 between State Street Boston
Corporation and The First National Bank of Boston, as trustee (filed
with the Securities and Exchange Commission as Exhibit 4 to the
Registrant's Current Report on Form 8-K dated October 8, 1994 and
incorporated by reference)
EXHIBIT 10. MATERIAL CONTRACTS
Executive Compensation Plans and Agreements:
10.1 State Street Boston Corporation Long-Term Common Stock Incentive
Program, as amended (filed with the Securities and Exchange
Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1981 and incorporated by reference)
10.2 State Street Boston Corporation 1981 Stock Option and Performance
Share Plan, as amended (filed with the Securities and Exchange
Commission as Exhibit 10.2 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1981 and incorporated by reference)
10.3 State Street Boston Corporation 1984 Stock Option Plan (filed with
the Securities and Exchange Commission as Exhibit 4(a) to
Registrant's Registration Statement on Form S-8 (File No. 2-93157)
and incorporated by reference)
10.4 State Street Boston Corporation 1985 Stock Option and Performance
Share Plan (filed with the Securities and Exchange Commission as
Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1985 and incorporated by reference)
10.5 Revised Forms of Termination Agreement with Executive Officers (filed
with the Securities and Exchange Commission as Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1989 and incorporated by reference)
10.6 State Street Boston Corporation 1989 Stock Option Plan (filed with
the Securities and Exchange Commission as Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1989 and incorporated by reference)
10.7 State Street Boston Corporation 1990 Stock Option and Performance
Share Plan (filed with the Securities and Exchange Commission as
Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990 and incorporated by reference)
10.8 State Street Boston Corporation Supplemental Executive Retirement
Plan, together with individual benefit agreements (filed with the
Securities and Exchange Commission as Exhibit 10.1 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992 and
incorporated by reference)
10.9 Individual Pension Agreement with Marshall N. Carter (filed with the
Securities and Exchange Commission as Exhibit 10.1 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992 and
incorporated by reference)
10.10 Individual Pension Agreement with A. Edward Allinson (filed with the
Securities and Exchange Commission as Exhibit 10.1 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992 and
incorporated by reference)
10.11 Supplemental Retirement Agreement with Norton Q. Sloan (filed with
the Securities and Exchange Commission as Exhibit 10.11 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated by reference)
10.12 Individual Pension Agreement with Albert E. Petersen (filed with the
Securities and Exchange Commission as Exhibit 10.11 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated by reference)
10.13 Termination Benefits Arrangement with Marshall N. Carter (filed with
the Securities and Exchange Commission as Exhibit 10.11 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated by reference)
10.14 State Street Global Advisors Incentive Plan for 1993 (filed with the
Securities and Exchange Commission as Exhibit 10.11 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated by reference)
10.15 State Street Global Advisors Incentive Plan for 1994 (filed with the
Securities and Exchange Commission as Exhibit 10.11 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated by reference)
10.16 Senior Executives Annual Incentive Plan (filed with the Securities
and Exchange Commission as Exhibit 10.11 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993 and
incorporated by reference)
10.17 1994 Stock Option and Performance Unit Plan (filed with the
Securities and Exchange Commission as Exhibit 10.11 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated by reference)
10.18 Compensation agreement with J.R. Towers dated September 30, 1994
(filed with the Securities and Exchange Commission as Exhibit 10 to
Registrant's Annual Report on Form 10-Q for the year ended September
30, 1994 and incorporated by reference)
10.19 1995 Annual Incentive Plan for Senior Executive Officers
10.20 State Street Global Advisors Incentive Plan for 1995
10.21 Supplemental Defined Benefit Pension Plan for Senior Executive
Officers
10.22 Nonemployee Director Retirement Plan
EXHIBIT 11. STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
11.1 State Street Boston Corporation Computation of Earnings Per Share
EXHIBIT 12. STATEMENT RE COMPUTATION OF RATIOS
12.1 Statement of ratio of earnings to fixed charges.
EXHIBIT 13. PORTIONS OF ANNUAL REPORT TO STOCKHOLDERS
13.1 Five Year Selected Financial Data.
13.2 Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Three Years Ended December 31, 1994
(not covered by the Report of Independent Public Accountants).
13.3 Letter to Stockholders.
13.4 State Street Boston Corporation Consolidated Financial Statements and
Schedules.
EXHIBIT 21. SUBSIDIARIES
21.1 Subsidiaries of State Street Boston Corporation
EXHIBIT 23. CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of Independent Auditors
Exhibit 10.19
STATE STREET BOSTON CORPORATION
STATE STREET BANK AND TRUST COMPANY
SENIOR EXECUTIVES ANNUAL INCENTIVE PLAN
PURPOSE:
The purpose of the Plan is to provide additional incentive and reward to
Senior Executives of State Street Boston Corporation (the ``Company'') to
achieve targeted levels of earnings per share and return on equity.
ELIGIBILITY:
The Chief Executive Officer and members of the Executive Operating Group
are designated as Participants in the Plan.
PERFORMANCE GOALS:
Performance goals shall be established in writing by the Executive
Compensation Committee (the ''Committee'') not later than 90 days after the
beginning of each year. Goals will be based on some measure of earnings per
share and/or return on equity, as determined by the Committee. Corporate
achievement of performance goals determines whether, and the extent to which, a
Participant earns his or her bonus award. Each goal shall be specified as a
range.
TERMS:
A. If both the earning per share goal and the return on equity goal are
maximally achieved, the award to the Chief Executive Officer will be 75%
of base salary received during the performance period; the award to the
Vice Chairman will be 60% of base salary received during the performance
period; and the Award to other Participants will be 50% of base salary
received during the performance period. Awards will be reduced pro-rata
if performance is between the threshold and maximum performance goals,
with performance in respect of the earning-per-share target and
performance in respect of the return-on-equity target each weighted 50%
(or other such weighting as may be determined by the Committee at the
time it establishes the performance goals for the year) in determining
the overall bonus to be paid.
B. The maximum bonus payable to any single Participant shall not exceed
$1.5 million.
C. Payment of bonuses will be made in cash after certification by the
Committee that the established performance goals have been met. The
Committee may defer the payment of all or a portion of any Participant's
bonus, but only if the terms of such deferral are consistent with
qualification of the bonus under section 162(m) of the Code.
Determination by the Committee shall be final and binding on the Company
and Participants.
D. Extraordinary Items: Extraordinary items are those items treated as
extraordinary in accordance with generally accepted accounting
principles and, to the extent consistent with Section 162(m) of the
Internal Revenue Code of 1986, shall be eliminated in determining
achievement of performance goals under this Plan.
E. The Committee in its discretion may reduce (including to zero) any bonus
otherwise payable hereunder for any one or more of the Participants.
F. To receive a bonus, a Participant must be an employee of the Company or
one of its subsidiaries, on December 31 of the year for which the bonus
is being paid. If, however, an individual is no longer an employee of
the Company or one of its subsidiaries at the time awards are approved
by the Committee, the Committee may in its discretion cause any award
otherwise payable under the terms of the Plan to be forfeited.
AMENDMENT:
The Committee may at any time amend the Plan or awards made under the Plan,
but only to the extent consistent with continued qualification of Plan bonuses
as performance-based compensation described under Section 162(m)(4)(C) of the
Internal Revenue Code.
EXHIBIT 10.20
STATE STREET GLOBAL ADVISORS
INCENTIVE COMPENSATION PLAN - 1995
PURPOSE:
The purpose of the plan is to provide all employees significant incentive
to enhance the financial performance of State Street Global Advisors ("SSGA")
and State Street Boston Corporation.
PARTICIPATION:
All officers and full time non-officers with a minimum of six months of
tenure with SSGA are eligible to participate.
BONUS POOL:
The pool will be generated by contributions that are based on the 1995
Global Advisors financial achievement after the revenue sharing related to the
Agreement between State Street Bank and Trust Company and State Street Global
Advisors. For the year 1995, revenue sharing has been agreed at a rate of 41.7%
of Adjusted Revenues - at budget.
AWARDS:
All non-officers who are meeting job standards will be eligible to receive
awards. The amounts will be determined based on the non-officer's contribution.
All awards will be paid in February 1996.
All officers who are meeting job standards will be eligible to receive
awards. The amounts will be determined based on their contribution. Officers
will receive 70% of their award in February, 1996, the other 30% will be
deferred and paid in equal portions in February, 1997 and February, 1998.
Deferred awards will earn interest at a rate equal to the effective yield to
maturity, respectively, on the one and two year U.S. Treasury notes with an
issue date closest to February 15, 1996.
In no case, will the sum of the awards exceed the Bonus Pool.
Awards will be recommended by each Participant's manager based on the
Participant's contribution and all awards are subject to the approval of the
Chief Executive Officer of State Street Global Advisors, the Chief Executive
Officer and the Executive Compensation Committee of State Street Boston
Corporation. If a participant ceases to be employed by State Street Global
Advisors, or State Street Boston Corporation or one of its subsidiaries,
(provided, however, that this provision shall not apply if the participant's
employment is terminated by reason of death or disability) prior to the date of
actual payment of any incentive or deferral, no payment shall be made.
EXHIBIT 10.21
SUPPLEMENTAL DEFINED BENEFIT PENSION PLAN
ARTICLE 1. ARTICLE ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. State Street Boston Corporation (the "Company") hereby
establishes a supplemental defined benefit pension plan known as the "State
Street Boston Corporation Supplemental Defined Benefit Pension Plan" (the
"Plan") effective as of January 1, 1995 (the "Effective Date").
1.2 PURPOSE. The principal purposes of this Supplemental Defined Benefit
Pension Plan (the "Plan") are to provide certain key employees with competitive
retirement benefits, protect against reductions in retirement benefits due to
tax law limitations on qualified plans, and to encourage the continued
employment of such employees with the Company.
ARTICLE 2. DEFINITIONS
2.1 ACTUARIALLY EQUIVALENT. "Actuarially Equivalent" or "Actuarial
Equivalent" means the equivalence in present value between two or more forms
and/or times of payment based upon a determination by an actuary chosen by the
Committee, using the actuarial assumptions in effect at the time of such
determination with respect to the Basic Plan.
2.2 ADDITIONAL COMPANY BENEFIT. "Additional Company Benefit" means the
annual retirement supplemental benefit payable to a Participant under the
Amended and Restated Supplemental Retirement Plan, or any other Company-
sponsored supplemental retirement plans or other arrangements, as determined by
the Committee, in the form of a straight life annuity.
2.3 BANK. "Bank" means State Street Bank and Trust Company, a Massachusetts
trust company which is a subsidiary of the Company.
2.4 BASIC PLAN. "Basic Plan" means the State Street Retirement Plan as may
be amended from time to time, and any successor defined benefit retirement
income plan or plans maintained by the Company which qualify under Section 401
(a) of the Internal Revenue Code.
2.5 BASIC PLAN OFFSET. "Basic Plan Offset" means the annual benefit that
would be paid from the Basic Plan to a Participant in the form of a straight
life annuity from the qualifying employment termination date, regardless of the
amount actually paid or the actual method of payment under the Basic Plan.
2.6 BOARD. "Board" means the Board of Directors of the Company.
2.7 CAUSE. "Cause" means:
(i) the willful and continued failure of the Participant to perform
substantially the Participant's duties with the Company (other than any such
failure resulting from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to the Participant by
the Participant's supervisor which specifically identifies the manner in which
it is asserted that the Participant has not substantially performed the
Participant's duties, or
(ii) the willful engaging by the Participant in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the Company.
For purposes of this provision, no act or failure to act, on the part of
the Participant, shall be considered "willful" unless it is done, or omitted to
be done, by the Participant in bad faith or without reasonable belief that the
Participant's action or omission was in the best interests of the Company.
2.8 COMMITTEE. "Committee" means the Executive Compensation Committee of
the Board.
2.9 COMPANY. "Company" means State Street Boston Corporation, any
subsidiary of State Street Boston Corporation, including the Bank, and any
successor companies, and any other entity with employees who participate in the
Basic Plan that is designated by the Committee.
2.10 CREDITED SERVICE. "Credited Service" means a Participant's years of
credited service or benefit service as defined in the Basic Plan which, for
purposes of the Plan, shall continue to accrue during any period of Disability
of a Participant, as defined by the State Street Retirement Plan.
2.11 EARLY RETIREMENT. "Early Retirement" means any termination of a
Participant's employment during the time period constituting Early Retirement
Age other than: (i) a voluntary termination without the consent of the
Committee; or (ii) an involuntary termination for Cause.
2.12 EARLY RETIREMENT AGE. "Early Retirement Age" means, for purposes of
this Plan, the time period occurring after and including a Participant's
attainment of age fifty-five (55) and prior to attaining age sixty-five (65).
2.13 EARNINGS. "Earnings" means a Participant's total annual base salary,
unreduced by voluntary deferrals of base salary by a Participant under
Company-sponsored plans; plus any cash annual incentive compensation awards; and
does not include any long-term incentive awards paid by the Company to a
Participant during the period of reference. For purposes of determining Earnings
for any particular year, Earnings for the year shall consist of base salary as
of January 1 of that year and annual incentive compensation awards relating to
such Participant's performance in the prior fiscal year, regardless of when
paid.
2.14 EMPLOYMENT. "Employment" means the period or periods during which a
Participant is an employee of the Company.
2.15 ERISA. "ERISA" means the Employee Retirement Income Security, Act of
1974, as amended, and any successor act thereto.
2.16 FINAL AVERAGE EARNINGS. "Final Average Earnings" means a Participant's
highest average of any five consecutive years Earnings during the last ten (10)
years of a Participant's Employment.
2.17 NORMAL RETIREMENT. "Normal Retirement" means any termination of a
Participant's employment during the time period constituting Normal Retirement
Age other than an involuntary termination for Cause.
2.18 NORMAL RETIREMENT AGE. "Normal Retirement Age" means, for purposes of
this Plan, the time period occurring on and after a Participant's attainment of
age sixty-five (65).
2.19 OTHER RETIREMENT INCOME. "Other Retirement Income" means the sum of
the retirement income payable to a Participant as set forth below:
(a) Basic Plan Offset; plus
(b) Additional Company Benefit; plus
(c) Retirement income payable under plans of a Participant's employers
other than the Company, expressed in the form of a straight life
annuity, as determined by the Committee.
2.20 PARTICIPANT. "Participant" means an eligible employee of the Company,
selected to receive benefits under the Plan as provided in Article 3, herein.
2.21 RETIREMENT. "Retirement" and "Retire" means Normal Retirement or Early
Retirement.
2.22 SPOUSE. "Spouse" means an individual who is a spouse as defined under
the Basic Plan.
2.23 TOP HAT PLAN. "Top Hat Plan" means a nonqualified, unfunded plan
maintained primarily to provide deferred compensation benefits to a Participant
who falls within a select group of "management or highly compensated employees"
within the meaning of Sections 201, 301, and 401 of ERISA.
ARTICLE 3. RETIREMENT
3.1 ELIGIBILITY. Only those employees who comprise a select group of
management or highly compensated employees, such that the Plan will qualify
for treatment as a Top Hat Plan, will be eligible to be selected to participate
in the Plan, as provided below.
3.2 PARTICIPATION. The Committee, or such person or entity designated by
the Committee, acting in its discretion, may designate any eligible employee as
a Participant under this Plan. Such designation shall be in writing and shall be
effective as of the date contained therein. Participation in the Plan is
terminable by the Committee, in its discretion, upon written notice to the
Participant, and termination shall be effective as of the date contained
therein, but no event earlier than the date of such notice.
3.3 FORFEITURE. In the event that a Participant's Employment terminates for
any reason (including without limitation if the Participant's employer ceases to
be an entity meeting the definition of the "Company" under this Plan) prior to
the Participant's (a) reaching age fifty-five (55) or (b) completing ten (10)
full years of Employment with the Company as of the date of termination of
Employment, then such Participant shall forfeit his or her right to receive any
and all benefits set forth in this Plan, unless determined otherwise by the
Committee, in its sole discretion. After the later of such dates, the
Participant shall have a vested benefit which shall become payable as provided
below upon his Normal Retirement or Early Retirement hereunder.
3.4 NONCOMPETITION. Notwithstanding any other provisions hereof, neither a
Participant nor spouse nor any other beneficiary of the Participant shall
receive any further benefits hereunder if the Participant, without prior written
consent of the Committee engages, either directly or indirectly, in any of the
activities described in (i) (ii) and (iii) below within two years after
termination of employment with the Company:
(i) employment or retention of any person whom the Company has, during
the two-year period prior to such termination of employment with the
Company, employed or retained. For purposes of the foregoing sentence, a
person retained by the Company means anyone who has rendered substantial
consulting services to the Company and has thereby acquired material
confidential information concerning any aspect of the Company's operations;
(ii) sale, offer to sell, or negotiation with respect to orders or
contracts for any product or service similar to, or competitive with a
product or service, or any equipment or system containing any such product
or service sold or offered by the Company, other than for the Company's
account, during the two-year period after such termination of employment,
to or with anyone with whom the Company has so dealt, or anywhere in any
state of the United States or in any other country, territory or possession
in which the Company has, during said period, sold, offered, or negotiated
with respect to orders or contracts for any such product, service,
equipment or system; or
(iii) ownership of any direct or indirect interest in (other than a
less-than-1% stock interest in a corporation), or affiliation with, or
rendition of any services for, any person or business entity which engages,
during the two-year period after the Participant's termination of
employment, either directly or indirectly, in any of the activities
described in subparagraph (i) or (ii) above.
ARTICLE 4. AMOUNT, FORM, AND PAYMENT OF SUPPLEMENTAL BENEFIT
4.1 NORMAL RETIREMENT BENEFIT. Subject to the terms of this Plan, the
annual supplemental benefit payable to a Participant hereunder in connection
with Normal Retirement, calculated as a straight life annuity, will equal the
amount specified below in Subsection (a), less the amount specified below in
Subsection (b):
(a) Fifty percent (50%) of Final Average Earnings; less
(b) Other Retirement Income.
4.2 EARLY RETIREMENT BENEFIT. Subject to the terms of this Plan, the annual
benefit payable to a Participant hereunder in connection with Early Retirement
shall equal the annual supplemental benefit (calculated as described in Section
4.1 above), reduced by an amount equal to:
(a) .0833% for each whole calendar month by which a Participant's date
of termination of Employment is before his or her sixty-fifth (65th)
birthday but is on or after such Participant's sixtieth (60th) birthday;
and
(b) 2.2083% for each whole calendar month by which a Participant's date
of termination of Employment is before his or her sixtieth (60th) birthday
but is on or after such Participant's fifty-fifth (55th) birthday.
4.3 FORM OF BENEFIT. A Participant's election as to the form and
commencement of his benefit under the Basic Plan shall automatically apply to
the payment of his Benefit. Any consent or waiver effected by a Participant or a
Participant's Spouse under any provision of the Basic Plan shall automatically
operate as a consent to the corresponding election or a waiver of the
corresponding benefit or right under the Plan.
ARTICLE 5. ADMINISTRATION
5.1 AUTHORITY OF THE COMMITTEE. This Plan shall be administered by the
Committee or any other committee designated by the Board to administer the Plan.
Subject to the provisions of the Plan, the Committee shall have the authority to
make, amend, interpret, and enforce all appropriate rules and regulations for
the administration of this Plan and to decide or resolve any and all questions,
including interpretations of this Plan, as may arise in connection with this
Plan.
5.2 AGENTS. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to such agents such administrative
duties as it deems advisable and allowable under the terms of the Plan.
5.3 DECISIONS BINDING. The decision or action of the Committee with respect
to any question arising out of or in connection with the administration,
interpretation, and application of this Plan and any rules or guidelines made in
connection with the Plan shall be final, and conclusive, and shall be binding
upon all persons and entities having any interest in this Plan.
5.4 INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
the Committee and its individual members against any and all claims, loss,
damage, expense, or liability arising from any action or failure to act with
respect to this Plan.
5.5 COST OF ADMINISTRATION. The Company shall bear all expenses of
administration of this Plan.
ARTICLE 6. BENEFICIARY DESIGNATION
6.1 DESIGNATION OF BENEFICIARY. Each Participant shall be entitled to
designate a beneficiary or beneficiaries who, upon the Participant's death, will
receive the amounts that otherwise would have been paid to the Participant under
the Plan as calculated under Article 4 herein. All designations shall be signed
by the Participant, and shall be in such form as prescribed by the Committee.
The Participant may change his or her designation of beneficiary at any time, on
such form as prescribed by the Committee. The filing of a new beneficiary
designation form by a Participant shall automatically revoke all prior
designations by that Participant.
6.3 DEATH OF BENEFICIARIES. In the event that all the beneficiaries named
by a Participant pursuant to Section 6.1 herein predecease the Participant, the
amounts that otherwise would have been paid to the Participant shall be paid to
the Participant's estate.
6.3 INEFFECTIVE DESIGNATION. In the event the Participant does not
designate a beneficiary pursuant to this Article 6, or for any reason such
designation is ineffective in whole or in part, the amounts that otherwise would
have been paid to the Participant shall be paid to the Participant's estate.
ARTICLE 7. AMENDMENT AND TERMINATION
The Company hereby reserves the right to amend, modify, or terminate the
Plan at any time by action of a majority of the members of the Committee. Except
as described below in this Article 7, no such amendment or termination shall in
any material manner reduce or adversely affect any Participant's rights to
vested benefits hereunder without the consent of the Participant.
The Plan is intended to be a Top Hat Plan and therefore to be exempt from
the provisions of Parts 2, 3, and 4 of Title I of ERISA. Accordingly, the Board
may terminate the Plan and commence termination payout for all or certain
Participants, or remove certain employees as Participants, if it is determined
by the United States Department of Labor or a court of competent jurisdiction
that the Plan constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA which is not so exempt. If payout is commenced pursuant to
the operation of this Article 7, the payment of such amounts shall be made in
the manner, and at the times selected by the Committee; provided, however, that
such payment shall not be extended for a longer period of time than would have
been the case had the payment of benefits occurred as scheduled immediately
prior to such accelerated payout.
ARTICLE 8. MISCELLANEOUS
8.1 UNFUNDED PLAN. This Plan is intended to be a Top Hat Plan and therefore
exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. Such status
shall not be adversely affected by the establishment of any trust pursuant to
Section 8.3 below.
8.2 UNSECURED GENERAL CREDITOR. Each Participant and his or her
beneficiaries, heirs, successors, and assigns shall have no secured legal or
equitable rights, interest, or claims in any property or assets of the Company,
nor shall any such persons have any rights, claims, or interests in any life
insurance policies, annuity contracts, or the proceeds therefrom owned or which
may be acquired by the Company. Except as provided in Section 8.3, such
policies, annuity contracts, or other assets of the Company shall not be held
under any trust for the benefit of a Participant, his or her beneficiaries,
heirs, successors or assigns, or held, in any way, as collateral security for
the fulfilling of any obligations of the Company under this Plan. Any and all of
the Company's assets and policies shall be, and shall remain for purposes of
this Plan, the general, unpledged, unrestricted assets of the Company. The
Company's obligation under this Plan shall be that of an unfunded and unsecured
promise to pay money in the future.
8.3 TRUST FUND. At its discretion, the Company may establish one or more
grantor trusts, with such trustees as the Committee may approve for the purpose
of providing for the payment of benefits under this Plan. Such trust or trusts
may be irrevocable, but the assets thereof shall be subject to the claims of the
Company's general creditors. To the extent any benefits provided under this Plan
are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.
8.4 NONASSIGNABILITY. Neither a Participant nor any, other person shall
have any right to sell, assign, transfer, pledge, anticipate, mortgage, or
otherwise encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be nonassignable and nontransferable.
No part of the amount payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor shall such
amounts or rights to such amounts be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or insolvency.
8.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Company
and any Participant, and Participants (and Participants' beneficiaries) shall
have no rights against the Company except as may otherwise be specifically
provided herein. Moreover, nothing in this Plan shall be deemed to give a
Participant the right to be retained in the service of the Company or to
interfere with the right of the Company to discipline or discharge any
Participant at any time.
8.6 VALIDITY. If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provision had never been inserted herein.
8.7 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns, and the Company shall
require all its successors and assigns to expressly assume its obligations
hereunder. The Term "successors," as used herein, shall include any corporate or
other business entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of the
Company.
8.8 TAX WITHHOLDING. The Company shall have the right to require
Participants to remit to the Company an amount sufficient to satisfy Federal,
state, and local tax withholding requirements, or to deduct from payment made
pursuant to the Plan amounts sufficient to satisfy such tax withholding
requirements.
8.9 GOVERNING LAW. The provisions of this Agreement shall be construed and
interpreted according to the laws of the Commonwealth of Massachusetts except as
preempted by Federal law.
EXHIBIT 10.22
NONEMPLOYEE DIRECTOR RETIREMENT PLAN
ARTICLE 1. ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. State Street Boston Corporation (the "Company") hereby
establishes a nonemployee director retirement plan, as described herein, which
shall be known as the "State Street Boston Corporation Nonemployee Director
Retirement Plan" (the "Plan"), effective as of January 1, 1995 (the "Effective
Date").
1.2 PURPOSE. The primary purpose of the Plan is to assist the Company in
attracting and retaining individuals of superior talent, ability, and
achievement to serve on its Board of Directors by providing retirement benefits
for certain Directors who retire after the Effective Date of the Plan.
ARTICLE 2. DEFINITIONS
2.1 "ANNUAL RETAINER" means the amount paid by the Company to each
Nonemployee Director as annual compensation for Service, which amount is
exclusive of any Board or Committee meeting fees, or remuneration under other
plans, agreements, or policies.
2.2 "BOARD" means the Board of Directors of State Street Boston
Corporation.
2.3 "COMMITTEE" means the Executive Compensation Committee of the Board, or
any other successor committee appointed by the Board to administer the Plan.
2.4 "COMPANY" means State Street Boston Corporation, a Massachusetts
corporation, its subsidiaries, including State Street Bank & Trust Company, a
Massachusetts trust company, and any successor organizations.
2.5 "DIRECTOR" means an individual who is a member of the Board on or after
the Effective Date of the Plan.
2.6 "DISABILITY" means any physical or mental condition of a permanent
nature which, in the sole judgment of the Committee, based upon the advice of a
competent medical professional selected by the Committee, prevents a Director
from performing his or her duties as a member of the Board.
2.7 "EFFECTIVE DATE" means January 1, 1995.
2.8 "ELIGIBLE NONEMPLOYEE DIRECTOR" means a Nonemployee Director who meets
the eligibility requirements for receiving retirement benefits under this Plan,
as set forth in Article 4 herein.
2.9 "NONEMPLOYEE DIRECTOR" means a Director who is not employed by the
Company, any subsidiary of the Company, or any successor organization.
2.10 "PLAN" means the State Street Boston Corporation Nonemployee Director
Retirement Plan, as set forth herein.
2.11 "RETIREMENT BENEFITS" means payments made to Eligible Nonemployee
Directors as specified in Article 5 herein.
2.12 "SERVICE" means a Director's service as a Nonemployee Director.
2.13 "YEAR OF SERVICE" means the 12-month period commencing with the first
day of the calendar month in which each annual meeting of the stockholders of
the Company takes place during which a Director served on the Board.
ARTICLE 3. ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by the Committee or such
successor committee appointed by the Board.
3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Company's Articles of Organization or Bylaws, and subject to the provisions
herein, the Committee shall have the authority to interpret the Plan; establish,
amend, or waive rules and regulations for the Plan's administration; and,
subject to Article 6, herein, amend the terms and conditions of the Plan.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate any of its authority granted under the Plan to such
other person or entity as it deems appropriate.
3.3 DECISIONS BINDING. Any decision or action of the Committee with respect
to any question arising out of or in connection with the administration,
interpretation, and application of the terms and provisions of the Plan and the
rules and regulations promulgated thereunder shall be final and conclusive, and
binding upon all persons and entities having any interest in the Plan.
ARTICLE 4. ELIGIBILITY AND PARTICIPATION
Any Nonemployee Director who has completed at least five (5) full Years of
Service (whether or not continuous) as of the date of termination of Service
shall be an Eligible Nonemployee Director who is entitled to vested benefits
under the Plan, which shall be payable as set forth when such Eligible
Nonemployee Director retires, resigns, dies or otherwise terminates Service on
the Board on or after the Effective Date of the Plan.
ARTICLE 5. RETIREMENT BENEFITS
5.1 AMOUNT OF RETIREMENT BENEFITS. Each Eligible Nonemployee Director shall
receive monthly payments, in an amount equal to one-twelfth ( 1/12) of the
Annual Retainer in effect as of the effective date of his or her retirement,
resignation, or other termination of Service, such payments hereinafter referred
to cumulatively as the "Retirement Benefits." The number of such payments shall
equal the lesser of (i) one hundred twenty (120); or (ii) the number of full
months of Service on the Board as a Nonemployee Director.
5.2 PAYMENT OF RETIREMENT BENEFITS. Payment of Retirement Benefits to an
Eligible Nonemployee Director under this Plan shall be made in cash, and shall
commence one (1) month following the Director's termination of Service for any
reason. For this purpose, the termination of a Director's Service by reason of
Disability, shall be deemed to occur on the date that the Committee designates
as the date on which the definition of Disability under this Plan has been
satisfied.
5.3 PAYMENT IN THE EVENT OF DEATH. In the event that an Eligible
Nonemployee Director dies while in Service or after retirement or other
termination of Service but prior to the receipt of all Retirement Benefits set
forth under this Plan to which he or she is entitled, the Company, shall pay the
present value of the remaining unpaid Retirement Benefits owing to such
Director. Such payment shall be made in cash, in one lump sum, within sixty (60)
calendar days following the date of death. The interest rate to be used to
determine the present value of the unpaid Retirement Benefits shall be the
six-month U.S. Treasury Bill rate in effect on the date of death. Unless
specified otherwise pursuant to Article 8 herein, such payment shall be made to
the estate of such Director.
5.4 NONCOMPETITION. Notwithstanding any other provisions hereof, neither a
Nonemployee Director nor spouse nor any other beneficiary of the Nonemployee
Director shall receive any further benefits hereunder if the Nonemployee
Director, without prior written consent of the Committee engages, either
directly or indirectly, in any of the activities described in (i) (ii) and (iii)
below within two years after termination of Service on the Board.
(i)employment or retention of any person whom the Company has, during
the two-year period prior to such termination of Service on the Board,
employed or retained. For purposes of the foregoing sentence, a person
retained by the Company means anyone who has rendered substantial
consulting services to the Company and has thereby acquired material
confidential information concerning any aspect of the Company's operations;
(ii) sale, offer to sell, or negotiation with respect to orders or
contracts for any product or service similar to, or competitive with a
product or service, or any equipment or system containing any such product
or service sold or offered by the Company, other than for the Company's
account, during the two-year period after such termination of Service on
the Board, to or with anyone with whom the Company has so dealt, or
anywhere in any state of the United States or in any other country,
territory or possession in which the Company has, during said period, sold,
offered, or negotiated with respect to orders or contracts for any such
product, service, equipment or system; or
(iii) ownership of any direct or indirect interest in (other than a
less-than-1% stock interest in a corporation), or affiliation with, or
rendition of any services for, any person or business entity which engages,
during the two-year period after the Nonemployee Director's termination of
Service on the Board, either directly or indirectly, in any of the
activities described in subparagraph (i) or (ii) above.
ARTICLE 6. AMENDMENT AND TERMINATION
6.1 AMENDMENT. The Committee may, by a majority vote at the Committee,
amend the Plan from time to time as may be necessary for administrative purposes
and legal compliance, provided, however, that no such amendment shall adversely
affect the rights of any Eligible Nonemployee Director under the Plan without
such Director's prior consent.
6.2 TERMINATION. The Board may, at any time and in its sole discretion,
terminate or suspend the Plan in whole or in part. However, no such termination
or suspension shall, without the prior consent of the interested persons or
entities, reduce or adversely affect any benefits of any Eligible Nonemployee
Director which may have vested prior to such action, the benefits of any
Eligible Nonemployee Director who has previously retired, the benefits of any
Beneficiary of an Eligible Nonemployee Director who has previously retired, the
benefits of any Beneficiary of an Eligible Nonemployee Director who has
previously died, or Plan liabilities already accrued under the terms herein.
ARTICLE 7. RIGHTS OF ELIGIBLE NONEMPLOYEE DIRECTORS
7.1 NOMINATION FOR ELECTION. Neither the establishment of the plan nor any
action taken hereunder shall obligate the Company to nominate any Director for
reelection to the Board. Likewise, neither the establishment of the Plan nor any
action taken hereunder shall obligate any Director to agree to be nominated for
reelection or continued Service on the Board.
7.2 SUCCESSORS. All obligations of the Company under the Plan shall be
binding upon and inure to the benefit of any successor or assign of the Company,
and the Company shall require all of its successors and assigns expressly to
assume its obligations hereunder, whether the existence of such successor or
assign is the result of a direct or indirect purchase of all or substantially
all of the assets of the Company, a merger, consolidation, or otherwise.
7.3 OTHER PLANS. The Plan shall not, in any way, affect the rights of any
Director under any deferred compensation plan or other agreement between such
Director and the Company.
ARTICLE 8. BENEFICIARY DESIGNATION
8.1 DESIGNATION OF BENEFICIARY. Each Eligible Nonemployee Director
participating in the Plan shall be entitled to designate a beneficiary or
beneficiaries who, upon such Director's death, will receive the amounts that
otherwise would have been paid to such Director under the Plan, calculated as
provided in Section 5.3 herein. All designations shall be signed by such
Director, and shall be in the form as prescribed by the Committee. Except as
provided otherwise by the Committee, the Director may change his or her
designation of beneficiary at any time, on such form as prescribed by the
Committee. The filing of a new beneficiary designation form by a Director shall
automatically revoke all prior designations by that Director.
8.2 DEATH OF BENEFICIARIES. In the event that all the beneficiaries named
by a Director, pursuant to Section 8.1 herein, predecease the Director, the
amounts that otherwise would have been paid to the Director shall be paid to the
Director's estate.
8.3 INEFFECTIVE DESIGNATION. In the event the participating Eligible
Nonemployee Director does not designate a beneficiary, or for any reason such
designation is ineffective in whole or in part, the amounts that otherwise would
have been paid to the Director shall be paid to the Director's estate.
ARTICLE 9. MISCELLANEOUS
9.1 UNFUNDED PLAN. The Plan shall be a noncontributory, nonqualified, and
unfunded plan. Such status shall not be adversely affected by the establishment
of any trust pursuant to Section 9.3 below. Retirement Benefits under the Plan,
and any other payments made pursuant to the Plan, shall represent unsecured,
general obligations of the Company, and shall be paid by the Company from its
general operating assets. No special fund or trust shall be required to be
created by the Company to fund the obligations under the Plan, nor shall any
notes or securities be issued with respect to any Retirement Benefits under the
Plan.
9.2 UNSECURED GENERAL CREDITOR. Each Eligible Nonemployee Director and his
or her beneficiaries, heirs, successors, and assigns shall have no secured legal
or equitable rights, interest, or claims in any property or assets of the
Company, nor shall any such persons have any rights, claims, or interests in any
life insurance policies, annuity contracts, or the proceeds therefrom owned or
which may be acquired by the Company. Except as provided in Section 9.3, such
policies, annuity contracts, or other assets of the Company shall not be held
under any trust for the benefit of an Eligible Nonemployee Director, his or her
beneficiaries, heirs, successors or assigns, or held, in any way, as collateral
security for the fulfilling of any obligations of the Company under this Plan.
Any and all of the Company's assets and policies shall be, and shall remain for
purposes of this Plan, the general, unpledged, unrestricted assets of the
Company. The Company's obligation under this Plan shall be that of an unfunded
and unsecured promise to pay money in the future.
9.3 TRUST FUND. At its discretion, the Company may establish one or more
grantor trusts, with such trustees as the Committee may approve for the purpose
of providing for the payment of benefits under this Plan. Such trust or trusts
may be irrevocable, but the assets thereof shall be subject to the claims of the
Company's general creditors. To the extent any benefits provided under this Plan
are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.
9.4 NONASSIGNABILITY. Neither an Eligible Nonemployee Director nor any,
other person shall have any right to sell, assign, transfer, pledge, anticipate,
mortgage, or otherwise encumber, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, which are,
and all rights to which are, expressly declared to be nonassignable and
nontransferable. No part of the amount payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by an Eligible Nonemployee Director or any
other person, nor shall such amounts or rights to such amounts be transferable
by operation of law in the event of an Eligible Nonemployee Director's or any
other person's bankruptcy or insolvency.
9.5 SEVERABILITY. If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal or invalid provision had never been inserted herein.
9.6 GOVERNING LAW. The Plan shall be governed by and construed according to
the laws of the Commonwealth of Massachusetts.
9.7 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns, and the Company shall
require all its successors and assigns to expressly assume its obligations
hereunder. The Term "successors," as used herein, shall include any corporate or
other business entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of the
Company.
EXHIBIT 11.1
STATE STREET BOSTON CORPORATION
COMPUTATION OF EARNINGS PER SHARE
YEAR ENDED DECEMBER 31
----------------------------------
1994 1993 1992
---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER
SHARE DATA)
Primary:
Average shares outstanding ............. 76,325,138 75,443,604 74,761,232
Common stock equivalents ............... 525,577 749,560 1,474,069
---------- ---------- ----------
Primary shares outstanding ........... 76,850,715 76,193,164 76,235,301
---------- ---------- ----------
---------- ---------- ----------
Net income ........................... $ 207,413 $ 179,829 $ 160,443
---------- ---------- ----------
---------- ---------- ----------
Earnings Per Share -- primary ........ $ 2.70 $ 2.36 $ 2.10
---------- ---------- ----------
---------- ---------- ----------
Fully diluted:
Average shares outstanding ............. 76,325,138 75,443,604 74,761,232
Common stock equivalent ................ 525,577 749,560 1,738,055
Assumed conversion of 5% convertible
notes .................................... 4,909 41,259 41,323
Assumed conversion of 5% convertible
subordinated debentures .................. 626,119 942,079 1,157,163
---------- ---------- ----------
Fully diluted average shares
outstanding .............................. 77,481,743 77,176,502 77,697,773
========== ========== ==========
Net income ............................. $ 207,413 $ 179,829 $ 160,443
Elimination of interest on 5%
convertible notes and 7 3/4%
convertible
subordinated debentures less related
income tax benefit ................... 155 214 296
---------- ---------- ----------
Fully diluted net income ............. $ 207,568 $ 180,043 $ 160,739
========== ========== ==========
Earnings Per Share -- fully diluted ...... $ 2.68 $ 2.33 $ 2.07
========== ========== ==========
EXHIBIT 12.1
RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
YEARS ENDED DECEMBER 31,
------------------------------------------------------
1994 1993 1992 1991 1990
---------- --------- --------- --------- ---------
(a) Excluding interest on deposits:
Earnings:
Income before income
taxes ............ $323,345 $278,887 $256,903 $225,125 $183,460
Fixed charges ...... 265,820 182,061 186,877 181,160 236,176
-------- -------- -------- -------- --------
Earnings as
adjusted ... $589,165 $460,948 $443,780 $406,285 $419,636
======== ======== ======== ======== ========
Income before income taxes:
Pretax income from
continuing
operations as
reported ......... $320,250 $277,455 $256,561 $225,088 $183,460
Share of pretax
income (loss) of
50% owned
subsidiary not
included in above 3,095 1,432 342 37 --
-------- -------- -------- -------- --------
Net income as
adjusted ............. $323,345 $278,887 $256,903 $225,125 $183,460
======== ======== ======== ======== ========
Fixed charges:
Interest on other
borrwings ........ $253,615 $168,423 $169,905 $164,244 $222,553
Interest on long-term
debt including
amortization of
debt issue costs . 8,625 10,022 13,324 13,238 9,918
Portion of rents
representative of
the interest
factor inlong term
lease ............ 3,580 3,616 3,648 3,678 3,705
-------- -------- -------- -------- --------
Fixed charges $265,820 $182,061 $186,877 $181,160 $236,176
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges ...... 2.22x 2.53x 2.37x 2.24x 1.78x
(B) Including interest on deposits:
Adjusted earnings from
(A) above .......... $323,345 $460,948 $443,780 $406,285 $419,636
Add interest on deposits 275,300 202,810 248,851 286,751 314,190
-------- -------- -------- -------- --------
earnings as adjusted . $598,645 $663,758 $692,631 $693,036 $733,826
======== ======== ======== ======== ========
Fixed charges:
Fixed charges from
(A) above .......... $265,820 $182,061 $186,877 $181,160 $236,176
Interest on deposits 275,300 202,810 248,851 286,751 314,190
-------- -------- -------- -------- --------
Adjusted fixed charges $541,120 $348,871 $435,728 $467,911 $550,366
Adjusted earnings to
adjusted fixed
charges ............ 1.11x 1.72x 1.59x 1.48x 1.33x
<TABLE>
EXHIBIT 13.1
FIVE YEAR SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA
State Street Boston Corporation
<CAPTION>
Compound
Growth
(Dollars in millions, Rate
except per share data) 1994 1993 1992 1991 1990 1989 89-94
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS (1)
Fee revenue ..................... $ 981.0 $ 833.4 $ 702.9 $ 563.9 $ 502.9 $ 443.6 17%
Gain on sale of credit card loan
portfolio (1) ................. 56.2
Interest revenue - taxable
equivalent .................... 928.5 719.2 728.0 756.5 838.3 663.8 7
Interest expense ................ 537.5 381.3 432.1 464.2 546.7 431.3 5
-------- -------- -------- -------- -------- --------
Net interest revenue - taxable
equivalent .................... 391.0 337.9 295.9 292.3 291.6 232.5 11
Provision for loan losses ....... 11.6 11.3 12.2 60.0 45.7 19.4
-------- -------- -------- -------- -------- --------
Total revenue ................... 1,360.4 1,160.0 986.6 852.4 748.8 656.7 16
Operating expenses .............. 1,016.4 862.3 716.4 608.5 544.6 478.0 16
-------- -------- -------- -------- -------- --------
Income before income taxes on
a taxable equivalent basis .. 344.0 297.7 270.2 243.9 204.2 178.7 14
Income taxes .................... 112.8 97.6 96.1 85.8 66.1 59.2
Taxable equivalent adjustment ... 23.8 20.3 13.7 18.8 20.8 15.5
-------- -------- -------- -------- -------- --------
Net Income ...................... $ 207.4 $ 179.8 $ 160.4 $ 139.3 $ 117.3 $ 104.0 15
======== ======== ======== ======== ======== ========
PER SHARE (2)
Earnings(1):
Primary ....................... $ 2.70 $ 2.36 $ 2.10 $ 1.86 $ 1.59 $ 1.42 14
Fully diluted ................. 2.68 2.33 2.07 1.81 1.55 1.38 14
Cash dividends declared ......... .60 .52 .445 .385 .34 .30 15
Book value at year end .......... 16.10 14.56 12.70 10.97 9.51 8.29 14
Closing price ................... 28.63 37.50 43.75 32.13 17.44 19.63 8
ANNUAL AVERAGES
Interest-earning assets ......... $ 19,184 $ 16,222 $ 13,854 $ 10,131 $ 8,947 $ 6,953 23
Total assets .................... 21,903 18,169 15,502 11,574 10,233 8,089 22
Noninterest-bearing deposits .... 4,154 3,623 2,952 2,460 2,301 2,218 13
Long-term debt .................. 128 122 146 146 114 117 2
Stockholders' equity ............ 1,182 1,033 887 773 647 555 16
RATIOS
Return on equity ................ 17.5% 17.4% 18.1% 18.0% 18.1% 18.7%
Return on assets ................ .95 .99 1.03 1.20 1.15 1.29
Total risk-based capital ........ 13.4 12.7 14.6 16.4 15.1 15.3
Internal capital generation rate 13.7 13.6 14.3 14.3 14.3 14.9
Leverage ........................ 5.4 5.3 5.9 6.2 6.2 6.7
Employees at year end ........... 11,127 10,117 9,338 8,321 8,129 7,624 8
<FN>
--------
<F1> Results for 1991 include a non-recurring gain on the sale of the credit
card loan portfolio, which increased net income by $32.6 million, equal to
$.44 primary and $.43 fully diluted per share.
<F2> Per share amounts for 1989 to 1991 have been restated to reflect a
two-for-one stock split distributed in 1992.
</TABLE>
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
EXHIBIT 13.2
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the 3 years ended December 31, 1994
This section provides a discussion and analysis of State Street Boston
Corporation's consolidated results of operation for the three years ended
December 31, 1994, its financial condition at year-end 1994 and its approach to
risk management. It should be read in conjunction with the Financial Statements
and Supplemental Financial Data.
Narrative description of graphic and image material appearing in paper
format version of Form 10-K.
Pages 22 contains line graphs (bar charts) of Earnings Per
Share, and Total Revenue.
The Data points comprising these graphs appear below in tabular format.
Earnings Per Share
(Fully Diluted)
(Dollars)
Earnings
Year Per Share
1989 .................................... $1.38
1990 .................................... 1.55
1991 .................................... 1.81
1992 .................................... 2.07
1993 .................................... 2.33
1994 .................................... 2.68
Total Revenue
(Millions of Dollars)
Year Total Revenue
1989 .................................... $ 656.7
1990 .................................... 748.8
1991 .................................... 852.4
1992 .................................... 986.6
1993 .................................... 1,160.0
1994 .................................... 1,360.4
RESULTS OF OPERATIONS
Summary
State Street continued to grow rapidly and strengthened its global
franchise in 1994. Earnings per share were $2.68 on a fully diluted basis, up
$.35, or 15%, from $2.33 in 1993. Net income was $207.4 million, up from $179.8
million a year ago. Return on stockholders' equity was 17.5%, compared with
17.4% in 1993.
Strong revenue growth continued. State Street attracted new customers with
significant continuing and/or one-time revenue, and existing customers grew and
used additional services. State Street's expanding product line facilitated
revenue growth.
<PAGE>
In 1994, State Street benefited particularly from increased cross-border
investing by customers worldwide. Non-U.S. securities under custody increased
51%, and the number of non-U.S. trades processed was up 47%. Non-U.S. securities
require multicurrency accounting and other, more complex services; this is
reflected in higher revenue received from servicing these assets. Mutual funds
continued to grow worldwide. In addition, State Street continued to benefit from
institutional investors' insatiable demand for information, driven by the
increasingly competitive environment in which they operate.
Since many customers generate various types of fee revenue and net interest
revenue, State Street's focus is on total revenue. Total revenue is defined as
fee revenue plus taxable equivalent net interest revenue, less the provision for
loan losses. In 1994, fee revenue accounted for 72% of total revenue, clearly
differentiating State Street from other major banking companies.
Total revenue grew $200.4 million to $1.4 billion, up 17%, driven primarily
by a $147.6 million, or 18%, increase in fee revenue. The year-over-year growth
rate of revenue decelerated as 1994 progressed. Some of the factors causing this
deceleration may continue in 1995. These include a slowdown in U.S. mutual fund
growth and in the rate of cross-border investing from the United States, as well
as rising interest rates.
Operating expenses were $1.0 billion, up $154.1 million, or 18%, supporting
growth. A higher than normal level of strategic investment spending continued.
Capabilities were expanded, and capacity increased.
Fee Revenue
In 1994, fee revenue was $981.0 million, up $147.6 million, or 18%, over
1993. Fiduciary compensation, the largest component of fee revenue, was $717.4
million, up $89.6 million, or 14%; foreign exchange trading revenue was $113.8
million, up $31.1 million, or 38%; and processing service fees were $66.8
million, up $20.7 million, or 45%.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
FEE REVENUE Compound
Growth
Change Rate
(Dollars in millions) 1994 1993 1992 1991 1990 1989 93-94 89-94
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fiduciary compensation .......... $717.4 $627.8 $545.4 $442.5 $381.3 $336.3 14% 16%
Foreign exchange trading ........ 113.8 82.7 57.9 39.3 33.0 28.9 38 32
Processing service fees ......... 66.8 46.1 30.4 19.8 20.2 26.3 45 20
Service fees .................... 47.2 40.0 31.3 23.3 18.1 16.2 18 24
Bank card fees .................. 3.6 4.3 4.9 13.3 26.5 26.5 (16) (33)
Securities gains (losses), net .. (.5) 15.4 12.3 3.3 .2 (3.9) - -
Other ........................... 32.7 17.1 20.7 22.4 23.6 13.3 91 20
------ ------ ------ ------ ------ ------
Total fee revenue ............. $981.0 $833.4 $702.9 $563.9 $502.9 $443.6 18 17
====== ====== ====== ====== ====== ======
</TABLE>
FIDUCIARY COMPENSATION. Fiduciary compensation, the largest component of
fee revenue, is derived from accounting, custody, information, investment
management and trusteeship services. The fee charged is negotiated and is
usually based on the volume of assets under custody or management, the number of
securities held, portfolio transactions, income collected and the broadening
array of other, value-added services such as daily pricing and securities
lending.
Fiduciary compensation increased $89.6 million, or 14%, to $717. 4 million
in 1994. Growth in fiduciary compensation in 1994 came from growth in
cross-border investing, non-U.S. operations and current customers who used
additional and more complex services. The installation of new customers also
added to revenue and provides a base for future growth.
Asset-based fees are usually on a sliding scale. When the assets in a
portfolio under management or custody grow as a result of market-value changes
or cash inflows, State Street's fee may be a smaller percentage of those assets.
Investment management fees are derived from a variety of products-including
index funds, active quantitative strategies and traditional active
management-all with different fee structures. Thus, changes in portfolio size do
not always have a corresponding impact on State Street's revenue.
<PAGE>
Because of the broadening range of services used by customers, a decreasing
percentage of total revenue is derived from asset-based fees. As a result, State
Street's revenue is becoming less sensitive to changes in prices of securities.
If equity values worldwide were to increase or decrease 10%, State Street
estimates that this, by itself, would cause less than a 1% change in total
revenue. Similarly, if bond values were to change by 10%, less than a 1% change
in total revenue would be anticipated.
While State Street's custody capabilities attract customers, less than 30%
of fiduciary revenue is derived from mutual funds for whom State Street provides
only basic custody, and from custody and portfolio accounting for customers
other than mutual funds. Portfolio transactions account for less than 10% of
fiduciary compensation.
In addition to fiduciary compensation, certain financial asset services
customers generate other types of fee revenue, particularly foreign exchange
trading revenue and net interest revenue. Noninterest-bearing deposits from
these customers comprise about 85% of total noninterest-bearing deposits
available for investment. These customers also invest substantial short-term
funds with State Street in the form of foreign deposits and other short-term
liabilities, particularly repurchase agreements. Revenue from investing these
deposits and funds is reported as interest revenue.
MUTUAL FUND SERVICES. State Street is the largest custodian of mutual funds
in the United States, servicing 35% of registered funds, and provides services
to offshore funds and in-country funds outside the United States. In 1994,
nearly half of the increase in fiduciary compensation came from servicing the
mutual fund/collective investment fund industry worldwide. This growth in
revenue reflected in part the full-year effect of strong net U.S. mutual fund
sales in 1993. In 1994, new U.S. mutual fund sales slowed and were off 48% from
a year ago.
State Street's capabilities and offshore locations enabled it to benefit
from increasingly complex global custody and accounting requirements of U.S.,
offshore and in-country funds. The increase in revenue reflected the growth of
non-U.S. assets, particularly assets held in emerging markets, new funds, a 10%
increase in the number of trades processed and 95 additional funds offering more
than one class of shares.
The total number of funds serviced increased 15%, from 2,140 at year-end
1993 to 2,463 at year-end 1994. New funds, primarily from existing customers,
totaled 504 and were partially offset by transfers, liquidations, and mergers
and consolidations. New daily-pricing and global-custody capabilities in Canada
attracted Canadian mutual funds. Offshore mutual fund service centers in Canada,
Luxembourg, Hong Kong and Grand Cayman saw a 31% increase in funds serviced,
from 192 at year-end 1993 to 252 at year-end 1994.
Mutual fund assets under custody declined 1% from year-end 1993 to year-end
1994. A decline in bond mutual funds was only partially offset by increases in
equity funds and money market funds.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
INSTITUTIONAL ASSET MANAGEMENT. State Street Global Advisors, which derives
most of its revenue from managing assets for institutions, achieved revenue
growth throughout its product line despite lackluster U.S. bond and equity
markets. Particularly strong revenue growth came from non-U.S. locations and the
management of international equities.
Revenue growth from outside the United States was fueled in part by a late
1993 surge in sales of SICAVs (the equivalent of a mutual fund) in France that
carried into the first quarter of 1994. The front-end fees on these funds are
recorded at the time the funds are sold. In the United States, new customers for
active emerging market and asset allocation strategies, increasing values of
non-U.S. equities, and additional monies from existing customers for
international passive products contributed importantly to revenue growth.
MASTER TRUST/MASTER CUSTODY/GLOBAL CUSTODY. State Street provides custody,
portfolio accounting, information and other, related services for retirement and
other financial assets of corporations, public funds, endowments, foundations
and nuclear decommissioning trusts.
Revenue from service locations outside the United States grew 21%, with the
increase coming from all regions serviced. Existing customers grew, and they
used more services, including performance measurement and analytics, and
securities lending. New customers using a broad range of services were added.
In the United States, State Street is ranked as the largest servicer of
tax-exempt assets for corporations and public funds. In 1994, revenue grew from
new customers and growth of existing customers, partially offset by lost
business. Revenue from securities lending was higher. Securities lending revenue
is a function of the volume of securities lent and interest rate spreads on the
specific securities lent. In 1994, total assets on loan increased 26% and
spreads widened on non-U.S. fixed income instruments. Spreads declined on
non-U.S. equities and U.S. equities and bonds. Securities lending revenue from
all types of customers comprises less than 5% of total revenue.
OTHER FIDUCIARY SERVICES. Personal trust revenue increased primarily as a
result of new business and also because of a fee increase. Revenue from
servicing defined contribution plans, such as 401(k) plans, and retirees also
grew as a result of new business, attracted in part by a new customer-service
workstation. The number of participant accounts serviced increased 42% to
1,157,000.
Corporate trust revenue was essentially unchanged. The acquisition of a
municipal trust and agency unit in the second quarter of 1993 contributed to
1994 revenue growth. 1993 was a very active year for the refinancing of
residential mortgages and the issuance of municipal bonds. In 1994, the issuance
of residential mortgage-backed securities in the United States was 57% lower
than in 1993. Issuers continued to repay their debt, and mortgage holders
continued to prepay their mortgages. One State Street customer began servicing
its $47 billion of collateral at the end of May 1994. State Street continued to
provide some services, and 30% of the revenue was retained. This reconfigured
customer relationship explains most of the decline in the corporate
trust-related assets shown in the Assets Under Custody table on page 25.
<PAGE>
ASSETS UNDER CUSTODY, TRUSTEESHIP AND MANAGEMENT. Assets under custody,
trusteeship and management serve to indicate the relative size of various types
of customers and, in the context of market-value changes, as proxies for
business growth. There is not a direct correlation between assets serviced and
revenue. This is due to the increasing number of services used by many of State
Street's customers and the declining percentage of revenue coming from
asset-based basic custody fees, combined with the broad range of basis-point
fees charged depending upon the specific service provided.
U.S. bond values and equity-market values declined in 1994. From year-end
1993 to year-end 1994, total return in the U.S. bond market, as measured by the
Lehman Brothers Aggregate Bond index, declined 3%, and values declined 10%. This
compares with total return of 10% and a value increase of 3% in 1993. The U.S.
equity market, as measured by the S&P 500 index, declined 2%, compared with an
increase of 7% in the previous year. International equity markets, as measured
in dollars by the EAFE index, increased 6%, which compares with an increase of
30% in 1993.
In 1994, total assets under custody increased $44 billion, or 3%, to more
than $1.6 trillion. The increase was primarily due to new business and reflected
the growth of assets of existing customers. This was partially offset by
reconfigured relationships and the effect of lower market values. As noted
above, a corporate trust customer with $47 billion of assets under custody
assumed custody of its own assets in 1994. Using simplifying assumptions, when
changes in indices are applied to asset categories, the net market impact of
lower U.S. bond and equity values, partially offest by increased values of
non-U.S. equities, lowered assets under custody by approximately $10 billion in
1994.
At year-end, approximately 35% of assets under custody were fixed income
instruments, 35% were equities and 30% were short-term instruments. Non-U.S.
securities comprised 12% of total assets under custody.
In 1994, bonds under trusteeship increased $9 billion to $210 billion. New
trusteeships of $28 billion were partially offset by a high volume of
prepayments, calls, paydowns and a slowdown in bond issuances.
Institutional assets managed increased to $154.5 billion, up $18.2 billion,
or 13%, from year-end 1993. The $9.8 billion increase in equities and bonds
reflected growth in both international equities and U.S. equities. An $8.7
billion, or 17%, increase in money market funds resulted from an increase in the
cash collateral managed for State Street's securities-lending program.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ASSETS UNDER CUSTODY, TRUSTEESHIP AND MANAGEMENT Compound
DECEMBER 31, Growth
Change Rate
(Dollars in billions) 1994 1993 1992 1991 1990 1989 93-94 89-94
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS UNDER CUSTODY
Mutual funds/collective
investment funds .............. $ 674.6 $ 683.1 $ 560.3 $ 498.4 $429.3 $404.0 (1)% 11%
Customers in:
North America:
Master trust/master
custody/global custody ..... 663.9 574.1 465.9 335.2 250.3 242.0 16 22
Corporate trust ............. 46.8 104.0 93.2 66.9 47.0 35.3 (55) 6
Insurance ................... 62.4 60.4 46.8 37.9 23.1 21.3 3 24
Other ....................... 95.1 83.7 83.9 71.3 66.0 61.1 14 9
Europe ........................ 25.2 20.0 13.2 13.2 9.5 11.2 26 18
Asia/Pacific .................. 47.0 46.1 30.7 31.9 16.1 12.1 2 31
-------- -------- -------- -------- ------ ------
Total assets under custody $1,615.0 $1,571.4 $1,294.0 $1,054.8 $841.3 $787.0 3 15
======== ======== ======== ======== ====== ======
BONDS UNDER TRUSTEESHIP
Corporate trust ................. $ 210.0 $ 201.0 $ 136.0 $ 132.0 $108.4 $ 60.7 4 28
======== ======== ======== ======== ====== ======
ASSETS UNDER MANAGEMENT
Institutional:
Equities and bonds .......... $ 74.7 $ 64.9 $ 50.3 $ 44.4 $ 34.4 $ 31.9 15 19
Money markets ............... 60.4 51.7 37.1 21.9 14.0 10.8 17 41
Employer securities ......... 19.4 19.7 18.8 17.8 13.8 10.6 (2) 13
Personal ........................ 6.0 5.8 5.2 4.8 3.4 3.5 3 11
-------- -------- -------- -------- ------ ------
Total assets under
management ............... $ 160.5 $ 142.1 $ 111.4 $ 88.9 $ 65.6 $ 56.8 13 23
======== ======== ======== ======== ====== ======
</TABLE>
<PAGE>
FOREIGN EXCHANGE TRADING. In 1994, foreign exchange trading revenue was
$113.8 million, up 38% from $82.7 million in 1993. State Street's foreign
exchange customers are primarily money managers around the world, many of whom
have custody relationships with State Street. These customers use foreign
exchange contracts in order to trade securities and to protect the domestic
value of their international investments. In 1994, there was an explosion of
cross-border investing in the first quarter that continued through the second
quarter. Rising interest rates worldwide, particularly in the United States,
resulted in a general slowing of international investment activity in the second
half of the year, particularly among global bond managers.
In addition to cross-border investing activity, the opening of a branch in
Sydney, Australia contributed to year-over-year revenue growth. The number of
investment managers around the world, both custody-related managers and others
for whom State Street trades foreign currencies, continued to increase.
FEES AND OTHER REVENUE. Processing service fees were $66.8 million, up
$20.7 million, or 45%, from 1993. Processing service fees are derived from
mortgage servicing, processing unclaimed securities for state governments and
corporations, card-replacement and other services for a bank-card association,
and accounting services for retained-asset accounts of insurance companies. The
increase in 1994 was due to the acquisition of an unclaimed property business in
the fourth quarter of 1993, growth of the existing unclaimed securities
processing business, additional mortgage loans serviced and an increase in the
geographic scope of the services provided for the bank-card association.
Service fees of $47.2 million were up $7.2 million, or 18%, from 1993.
Revenue reflected the expansion of trade banking activities, including an
acquisition in Australia in the second quarter of 1993 and increased volume in
the Hong Kong branch. Investment banking fees, a recently introduced currency
overlay product and bank service fees also contributed to revenue growth.
There were net securities losses of $.5 million on the available-for-sale
portfolio, compared with securities gains of $15.4 million in 1993. The
available-for-sale portfolio is managed for total return, which is comprised of
gains and/or losses and interest revenue. In 1994, nearly all revenue came in
the form of interest revenue.
The $15.4 million increase in other fee revenue was due to $8.7 million of
currency-translation gains on the foreign bond investment portfolio, compared
with translation losses of $2.4 million a year ago; put fees on tax-exempt
secondary market securities backed by diverse pools of tax-exempt assets; growth
and new business at Boston Financial Data Services, an affiliate engaged in
mutual fund shareholder accounting; and sale of a foreclosed asset. These
increases were partially offset by lower trading-account profits and less
revenue from the disposition of leasing residuals.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
NET INTEREST REVENUE
Net interest revenue is the interest revenue on earning assets reduced by
the interest expense on interest-bearing liabilities that are used to fund these
assets. State Street manages its balance sheet to support the growth of its
financial asset services business worldwide. As a result, net interest revenue
growth is being driven by increasing amounts of customer funds on the balance
sheet. Throughout the year, State Street experienced strong growth as existing
customer relationships expanded and new customers were added.
<TABLE>
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
NET INTEREST REVENUE -- TAXABLE EQUIVALENT Compound
Growth
Change Rate
(Dollars in millions) 1994 1993 1992 1991 1990 1989 93-94 89-94
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest revenue ............... $904.7 $698.9 $714.3 $737.7 $817.5 $648.3
Taxable equivalent adjustment... 23.8 20.3 13.7 18.8 20.8 15.5
------ ------ ------ ------ ------ ------
928.5 719.2 728.0 756.5 838.3 663.8
Interest expense ............... 537.5 381.3 432.1 464.2 546.7 431.3
------ ------ ------ ------ ------ ------
Net interest revenue ....... $391.0 $337.9 $295.9 $292.3 $291.6 $232.5 16% 11%
====== ====== ====== ====== ====== ======
</TABLE>
In this analysis, net interest revenue is expressed on a fully taxable
equivalent basis to adjust for the tax-exempt status of revenue earned on
certain investment securities and loans. Taxable equivalent net interest revenue
in 1994 was $391.0 million, up $53.1 million, or 16%, over 1993.
Average interest-earning assets grew $3.0 billion, or 18%, to $19.2
billion, which contributed to the improvement in net interest revenue. Larger
volumes of foreign deposits, repurchase agreements and noninterest-bearing
deposits helped to fund the increase in interest-bearing assets. These
additional short-term funds accommodated the transaction and investment needs of
financial asset services customers. In addition, during the year, 90% of
customers' cash balances were converted from subcustodian banks to State Street
accounts. These non-U.S. transaction account deposits provide favorable spreads
to State Street.
<PAGE>
U.S. market interest rates rose dramatically as the Federal Reserve
tightened monetary policy by raising the federal funds rate from 3.00% to 5.50%,
or 250 basis points, during 1994. Average overnight rates for the year increased
by approximately 110 basis points, and the two-year Treasury rate rose 189 basis
points. The average prime rate for 1994 also increased 114 basis points from
last year. State Street's net interest revenue is sensitive to the level of
market interest rates, particularly U.S. interest rates, due to its large volume
of noninterest-bearing deposits. Contributing to the increase in net interest
revenue was the investment of these noninterest-bearing sources of funds at
higher rates.
These positive factors were partially offset by a narrower spread between
interest rates earned and paid, which decreased nine basis points to 1.41% in
1994 from 1.50% in 1993. Because State Street is liability sensitive in the
short term-interest-bearing liabilities reprice faster than interest-earning
assets-a rising-rate environment has a negative impact on the spread, as
explained further in the interest rate sensitivity management discussion on page
32.
NET INTEREST MARGIN. Net interest margin is defined as taxable equivalent
net interest revenue expressed as a percentage of average interest-earning
assets. The margin declined four basis points to 2.04% in 1994, compared with
2.08% in 1993. The narrower spread between interest rates earned and paid
outweighed the benefits of asset growth and of increased volume of
noninterest-bearing deposits. The contribution to the margin from
noninterest-bearing sources was five basis points above 1993 as a result of the
investment of these funds in higher yielding assets.
<TABLE>
---------------------------------------------------------------------------------------------------------------------
<CAPTION>
NET INTEREST MARGIN 1994 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Yield on interest-earning assets ...................... 4.84% 4.43% 5.26% 7.47% 9.37% 9.55%
Rate on interest-bearing liabilities .................. 3.43 2.93 3.85 5.87 7.91 8.73
---- ---- ---- ---- ---- ----
Excess of rate earned over rate paid .............. 1.41 1.50 1.41 1.60 1.46 .82
Contribution of noninterest-bearing sources ........... .63 .58 .73 1.29 1.80 2.52
---- ---- ---- ---- ---- ----
Net interest margin ............................... 2.04% 2.08% 2.14% 2.89% 3.26% 3.34%
==== ==== ==== ==== ==== ====
</TABLE>
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
PROVISION FOR LOAN LOSSES. The provision for loan losses is the amount
charged to income during the current period to maintain the allowance for loan
losses at a level that management considers appropriate, relative to the level
of risk in the loan portfolio and other extensions of credit. The provision for
loan losses was $11.6 million in 1994, which compares with $11.3 million in
1993. Net charge-offs were $7.7 million, compared with $16.3 million a year ago.
Additional discussion of the allowance for loan losses, asset quality, and
loan charge-offs and recoveries is presented in the credit risk section on page
35.
OPERATING EXPENSES
In 1994, operating expenses were $1.0 billion, up $154.1 million, or 18%,
with most of the increase supporting business growth. Higher than normal
strategic investment spending continued.
In 1993, State Street increased its level of investment spending to expand
market leadership and to position it for future growth. In 1993 and 1994,
strategic investment spending equaled 10% of total revenue. Investment spending
is expected to decline over the course of 1995 to a more normal 8% level by the
end of the year, averaging about 9% of revenue for the year.
Investment spending is for information technology, core processing
infrastructure, and product and market development. In 1994, significant
enhancements were made to State Street Interchange(R), a message-based network
architecture. This included the further automation of the pricing of forward
foreign exchange contracts, variable expense processing for mutual funds and
complex fixed income capabilities. A global cash management program linking
accounting, custody and cash systems was installed, improving global cash
management capabilities for investment managers and reducing settlement risk.
Value-added products were created, including Private EdgeSM, which provides
accounting, financial reporting and performance measurement for real-estate and
venture-capital investments, and a core set of portfolio-management tools, known
as the Fixed Income Workstation.
In 1994, substantial benefits were realized from the ongoing investment
spending program. Enhanced capabilities attracted new customers, and new
products continued to generate incremental revenue. Global expansion continued
to pay off, yielding more revenue from non-U.S. operations. Productivity and
efficiency improved. Subcustody unit costs were reduced by 14%, and a
significant portion of worldwide securities operations was consolidated in
Massachusetts, resulting in greater efficiency.
<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
OPERATING EXPENSES COMPOUND
Growth
Change Rate
(Dollars in millions) 1994 1993 1992 1991 1990 1989 93-94 89-94
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits ........ $ 571.1 $479.2 $409.9 $336.8 $300.0 $264.8 19% 17%
Occupancy, net ........................ 71.8 60.6 53.3 45.7 41.7 38.8 18 13
Equipment ............................. 110.7 100.3 67.0 48.4 45.3 40.8 10 22
Contract services ..................... 87.8 64.1 45.4 47.3 40.7 32.6 37 22
Professional services ................. 47.5 35.4 30.1 24.7 19.2 14.0 34 28
Advertising and sales promotion ....... 23.0 18.7 15.1 11.1 10.6 9.7 23 19
Telecommunications .................... 21.0 21.3 18.1 14.7 13.6 13.0 (1) 10
Postage, forms and supplies ........... 19.9 17.9 16.8 16.5 16.3 16.4 11 4
FDIC and other insurance .............. 19.0 17.3 16.9 12.4 7.4 7.8 10 19
Operating and processing losses ....... .2 4.7 7.0 17.7 15.0 17.4 (96) (59)
Other ................................. 44.4 42.8 36.8 33.2 34.8 22.7 4 14
-------- ------ ------ ------ ------ ------
Total operating expenses .......... $1,016.4 $862.3 $716.4 $608.5 $544.6 $478.0 18 16
======== ====== ====== ====== ====== ======
</TABLE>
Salaries and employee benefits, the largest component of expense, were
$571.1 million, up $91.9 million, or 19%, from 1993, due to an 11% increase in
full-time equivalent staff, higher salaries and incentive compensation,
increased costs per employee for various benefits, and FICA taxes.
Occupancy expense increased $11.2 million, or 18%, to $71.8 million as a
result of additional space to accommodate worldwide growth, particularly in
Boston and Quincy, Massachusetts.
Equipment expense of $110.7 million was up $10.4 million, or 10%, due to
additional computers and related information-technology equipment needed to
support business growth and a broader product line. Total processing power in
the data centers increased 15%. Upgrades to higher performance processors were
made, which will accommodate growth and enable State Street to benefit from more
sophisticated technology in the future.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
Contract services expense includes the cost of subcustodian services in
more than 65 countries used in delivering global custody services, as well as
other outside services, including pricing and processing services. In 1994,
contract services expense increased $23.7 million, or 37%, due in part to
increased subcustodian expense, increased costs related to mutual funds and
currency exchange rate fluctuations. The volume of securities held at
subcustodians averaged 51% higher than last year, and non-U.S. trades were up
47%.
Professional services expense was $47.5 million, up $12.2 million, or 34%,
due to the development and enhancement of application systems and products,
reengineering, increased legal expense, and increased bank exam fees based on
balance sheet growth.
Advertising and sales promotion expense was $23.0 million, up 23%, due to
additional advertising and an expanded sales effort. FDIC and other insurance
expense was up $1.7 million, or 10%, due to an increase in deposits. State
Street incurs costs from errors in securities processing and settlement,
valuations, corporate actions, and the usual banking losses. In 1994, the $4.5
million decrease was enabled by a reduction in operating and processing losses.
The $1.6 million increase in "other" expense was due to additional international
travel and upgrades to the disaster recovery system.
Income Taxes
Income tax expense charged to earnings was $112.8 million in 1994 and $97.6
million in 1993. The effective tax rate was 35.2% in each year, reflecting a
similar mix of taxable and nontaxable income.
Comparison of 1993 versus 1992
In 1993, fully diluted earnings per share were $2.33, up 13% from $2.07 in
1992.
In 1993, total revenue was $1.2 billion, up 18%, or $173.4 million, from
1992. Fee revenue increased $130.5 million, or 19%, to $833.4 million. This
increase resulted primarily from continued growth in fiduciary compensation, up
$82.4 million, or 15%. Growth in fiduciary compensation came from the growth of
current customers and their use of additional and more complex services. Total
assets under custody were $1.6 trillion, up 22%. Total assets under management
were $142.1 billion, up 28%.
In 1993, operating expenses were $862.3 million, up $145.9 million, or 20%,
supporting growth and a higher level of strategic investment spending in
information technology, product and market development, and the core processing
infrastructure.
Lines of Business
The results for State Street's three lines of business are derived from
internal accounting systems. These systems allocate revenue and expenses related
to each business, as well as certain corporate overhead, operations and
systems-development expenses. They also allocate assets and liabilities with
applicable interest rates to each business. Capital is allocated using the
federal regulatory guidelines as a basis, as well as management's judgment
regarding the operational risks inherent in the businesses. The capital
allocations may not be representative of the capital levels that would be
required if the three lines of business were independent companies.
This section of the financial review presents three lines of business:
financial asset services, investment management and commercial lending. The
line-of-business information is based on management accounting practices that
conform to and support the strategic objectives and management structure of
State Street and are not necessarily comparable with similar information for any
other company.
Line-of-business results are subject to restatements whenever there are
refinements to management accounting practices or to the organization's
structure.
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LINES OF BUSINESS
(Taxable equivalent Financial Investment Commercial
basis, dollars in Asset Services Management Lending Corporate
millions) 1994 1993 1992 1994 1993 1992 1994 1993 1992 1994 1993 1992
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fee revenue ...... $ 795.2 $ 676.1 $ 561.9 $149.7 $127.5 $108.8 $ 41.5 $ 36.5 $ 34.8 $ (5.4) $ (6.7) $ (2.6)
Net interest
revenue ........ 281.2 256.4 221.9 6.1 3.7 2.5 108.6 86.1 78.0 (5.0) (8.3) (6.4)
Provision for loan
losses ......... 1.5 .5 10.0 10.8 12.2
------- ------- ------- ------ ------ ------ ------ ------ ------ ------ ------- ------
Total revenue .. 1,074.9 932.0 783.8 155.8 131.2 111.3 140.1 111.8 100.6 (10.4) (15.0) (9.0)
Operating expenses 817.8 682.9 558.4 98.5 86.1 72.3 73.7 64.5 63.6 26.4) 28.8 22.1
------- ------- ------- ------ ------ ------ ------ ------ ------ ------ ------- ------
Income before
income taxes 257.1 249.1 225.4 57.3 45.1 39.0 66.4 47.3 37.0 (36.8) (43.8) (31.1)
Income taxes ..... 106.9 109.5 95.1 24.7 19.4 18.7 28.6 20.1 15.6 (23.6) (31.2) (19.4)
------- ------- ------- ------ ------ ------ ------ ------ ------ ------ ------- ------
Net Income ....... $ 150.2 $ 139.6 $ 130.3 $ 32.6 $ 25.7 $ 20.3 $ 37.8 $ 27.2 $ 21.4 $(13.2) $ (12.6) $(11.7)
======= ======= ======= ====== ====== ====== ====== ====== ====== ====== ======= ======
Percentage
contribution ... 72% 78% 81% 16% 14% 13% 18% 15% 13% (6)% (7)% (7)%
Average assets ... $19,536 $15,906 $13,518 $17 $12 $7 $2,350 $2,251 $1,977
</TABLE>
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
FINANCIAL ASSET SERVICES. Financial asset services, which contributed 72%
of State Street's net income in 1994, primarily offers custody-related services
for large pools of assets such as mutual funds and pension plans -- both defined
benefit and defined contribution -- and corporate trusteeship. A broad array of
services is provided, including accounting, custody of securities, information
services and recordkeeping. Also provided are banking services, such as
accepting deposits and other short-term funds, foreign exchange trading and cash
management. Revenue for these services is reflected in fee revenue and net
interest revenue.
In 1994, net income was $150.2 million, an increase of $10.6 million, or
8%, from $139.6 million in 1993. Total revenue growth of $142.9 million was
partially offset by a $134.9 million increase in operating expenses.
The increase in total revenue was driven by a $119.1 million, or 18%,
increase in fee revenue. This was primarily due to increased fiduciary
compensation and foreign exchange trading revenue. Fiduciary compensation is the
largest component of fee revenue and is derived from accounting, custody of
securities, information services, recordkeeping and trusteeship. Increased
revenue from servicing the mutual fund/collective investment fund industry
worldwide contributed substantially to the year-over-year increase in fiduciary
compensation. Foreign exchange trading was fueled, in part, by cross-border
investing by money managers who have a custody relationship with State Street.
Taxable equivalent net interest revenue was up $24.8 million, or 10%,
primarily reflecting growth in deposits, particularly foreign deposits, and the
investment of noninterest-bearing deposits at higher interest rates. These
positive changes were offset by a narrower spread between interest rates earned
and paid. The contribution of the investment securities portfolio declined as a
result of rising rates.
Operating expenses were $817.8 million and grew 20% over 1993, primarily in
support of growth. In 1994, expenses reflected a continuation of the investment
spending program, which includes strategic investment in systems, core data
processing infrastructure, and geographic and product development. All
categories of expenses increased, with salaries and employee benefits
contributing the highest year-over-year increase.
INVESTMENT MANAGEMENT. Investment Management, which contributed 16% of
State Street's net income in 1994, is comprised of the business components that
manage financial assets worldwide -- both institutional investment management
and personal trust services. State Street's institutional services include a
broad array of products that focus on quantitative equity management, both
passive and active, and money market funds. Revenue for these services is
reflected primarily in fee revenue.
In 1994, net income from investment management services was $32.6 million,
up 27% from 1993. Revenue growth of $24.6 million, or 19%, was driven by strong
revenue growth from non-U.S. locations, particularly France, and from management
of international equities and personal trust services in the United States. This
increase was partially offset by a $12.4 million, or 14%, increase in operating
expenses to support growth.
COMMERCIAL LENDING. In 1994, commercial lending contributed 18% of net
income. Net income increased $10.6 million, or 39%, due to a $28.3 million
increase in revenue, offset by a relatively small $9.2 million increase in
operating expenses. Net interest revenue was up $22.5 million, or 26%, due to a
wider spread between interest rates earned and paid, loan growth, and higher
interest rates. More favorable interest spreads were achieved between loan
yields and the cost of interest-bearing funds. Higher interest rates increased
the value of noninterest-bearing deposits. Fee revenue was up $5.0 million, or
14%, due in part to a $2 million gain on the sale of foreclosed property.
Commercial lending expenses were $73.7, up $9.2 million, or 14%, from 1993.
Expenses were up, in part due to increased activity and a credit to expense in
1993 for a gain on the sale of other real estate owned.
CORPORATE. Corporate includes the impact of long-term debt; investment of
corporate cash; tax credits from tax-advantaged financings, including writedowns
of these investments in fee revenue; operating expenses; and other corporate
items. In 1994, these corporate items reduced net income by $13.2 million,
compared with $12.6 million in 1993. The $.6 million decline in corporate net
income was caused in part by a lower level of tax credits from tax-advantaged
financings, which reduced net income by $2.8 million. Lower debt and operating
costs had a favorable impact.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
BALANCE SHEET REVIEW
State Street manages its balance sheet to support primarily the needs of
the financial asset services business while maximizing net interest revenue. In
1994, deposits and liabilities increased from additional customers' funds, and
short-term loans to financial asset services customers and securities brokers
increased. While the balance sheet was expanded to meet customer needs, State
Street continued to place high priority on maintaining its high credit and
deposit ratings. State Street's unusual business mix results in a balance sheet
with low credit risk. The business mix also affects State Street's approach to
managing interest rate sensitivity, liquidity and risk.
Liabilities
State Street's balance sheet is liability driven. Growth in
interest-earning assets is determined by growth in interest-bearing liabilities,
stockholders' equity and other noninterest-bearing sources. State Street
accommodates customers' transaction-processing needs and their short-term
investment needs through deposits and short-term liabilities.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
SOURCES OF FUNDS Average Volume Average Rate
(Dollars in millions) 1994 1993 1992 1994 1993 1992
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits:
Savings ............................................... $ 1,874 $ 2,167 $ 2,154 2.93% 2.41% 3.16%
Time .................................................. 119 157 162 3.52 2.88 3.86
Foreign ............................................... 7,392 4,954 3,955 2.92 2.95 4.42
------- ------- -------
Total interest-bearing deposits ..................... 9,385 7,278 6,271 2.93 2.79 3.97
Federal funds purchased ................................. 411 741 919 3.90 2.84 3.35
Securities sold under repurchase agreements ............. 4,927 4,134 3,290 4.08 2.89 3.42
Other short-term borrowings .............................. 563 216 194 4.40 3.78 4.27
Notes payable ............................................ 258 511 389 4.64 3.90 4.74
Long-term debt ........................................... 128 122 146 6.73 8.19 9.10
------- ------- -------
Total interest-bearing liabilities ................... 15,672 13,002 11,209 3.43 2.93 3.85
Other noninterest-bearing sources ........................ 2,330 2,187 1,758
Stockholders' equity ..................................... 1,182 1,033 887
------- ------- -------
Total sources ........................................ $19,184 $16,222 $13,854
======= ======= =======
</TABLE>
Average interest-bearing liabilities increased $2.7 billion, or 21%, in
1994. Most of the growth was in interest-bearing foreign deposits, which
increased $2.4 billion, or 49%, over 1993, reflecting additional deposits from
investment managers of global portfolios. Of this increase, $1.4 billion
reflects additional transaction accounts resulting from the conversion of
customers' cash balances from subcustodian banks to State Street accounts.
Existing customers maintained higher cash balances because of the investment
climate, and new customers were added. Securities sold under repurchase
agreements increased $793 million, or 19%, due to additional demand by
customers, particularly mutual fund managers.
Other short-term borrowings increased $347 million, while notes payable
declined $253 million from 1993. The average rate of long-term debt declined 146
basis points. This change was due primarily to the repayment of $75 million of
8.50% senior notes in 1993 and the issuance of $100 million of 5.95% senior
notes in September 1993. Noninterest-bearing deposits increased $532 million, or
15%. Growth in these sources of funds contributed importantly to net interest
revenue in 1994. Stockholders' equity increased $149 million, or 14%, from 1993.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
Assets
In 1994, average interest-earning assets increased $3.0 billion, or 18%, as
a result of the additional deposits and other liabilities. Growth occurred
primarily in investment securities and loans. State Street's assets are
primarily comprised of money market assets and investment securities, which are
generally more marketable and have less credit risk than loans.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
INTEREST-EARNING ASSETS Average Volume Average Rate
(Dollars in millions) 1994 1993 1992 1994 1993 1992
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits with banks ..................... $ 5,182 $ 5,022 $ 5,102 4.04% 4.01% 5.05%
Securities purchased under resale agreements
and securities borrowed ................................ 3,079 3,255 2,603 4.26 3.14 3.75
Federal funds sold ....................................... 301 413 330 4.29 3.06 3.51
Trading account assets ................................... 480 369 226 5.06 4.21 4.45
Investment securities:
U.S. Treasury and Federal agencies ..................... 3,287 2,077 1,703 5.41 5.75 6.80
State and political subdivisions ....................... 1,088 683 376 5.09 5.54 7.72
Other investments 2,366 1,827 1,444 5.41 5.33 6.09
------- ------- -------
Total investment securities 6,741 4,587 3,523 5.36 5.55 6.60
Loans:
Commercial and financial ............................... 2,304 1,865 1,556 5.18 4.81 5.64
Real estate ............................................ 96 97 114 7.57 6.97 7.11
Consumer ............................................... 43 53 66 7.72 6.81 7.65
Foreign ................................................ 586 282 117 6.41 5.82 6.08
Lease financing ........................................ 372 279 217 5.98 5.61 4.84
------- ------- -------
Total loans .......................................... 3,401 2,576 2,070 5.58 5.14 5.72
------- ------- -------
Total interest-earning assets ........................ $19,184 $16,222 $13,854 4.84 4.43 5.26
======= ======= =======
</TABLE>
Interest-bearing deposits with banks are short-term instruments, primarily
Eurocurrency placements, invested with foreign banks in Western Europe and the
Asia/Pacific region. State Street maintains credit relationships with over 500
banks. As of December 31, 1994, the average maturity of the Eurocurrency
placements was 24 days.
Securities purchased under resale agreements are assets that are fully
collateralized by U.S. Treasury and federal agency securities. At year end,
these assets had an average maturity of four days.
The investment securities portfolio increased significantly during 1994 to
$6.7 billion, or 31% of assets, with most of the increase in the
available-for-sale portfolio. State Street classifies its investment securities
into two categories, held-to-maturity and available-for-sale. The
held-to-maturity portfolio is used to invest depositors' funds, provide asset
diversity and stabilize revenue. The available-for-sale portfolio is managed for
total return.
The held-to-maturity portfolio, which is carried at amortized cost, is
comprised of investment-quality, asset-backed securities, U.S. Treasury and
federal agency securities, and bonds and notes of state and political
subdivisions. State Street invests in asset-backed securities, including
collateralized mortgage obligations, for yield enhancement and earnings
stabilization. The collateralized mortgage obligations typically have reasonably
limited variability in the timing of cash flows and provide protection from
undue prepayment and extension risk. Asset-backed securities are highly rated;
96% were AAA as of December 31, 1994. At December 31, 1994, the total $5.2
billion portfolio of held-to-maturity securities had net unrealized depreciation
of $129.0 million, and the duration was 1.2 years.
The available-for-sale portfolio is comprised of securities acquired with
the intent to hold for an indefinite period of time, not necessarily until final
maturity. At December 31, 1994, this $3.2 billion portfolio was comprised of
U.S. Treasury and foreign government bonds. Available-for-sale securities are
carried at market value. At December 31, 1994, the market value of these
securities was $92.5 million lower than cost, and the duration was 1.6 years.
At year-end 1994, loans comprised 15% of State Street's assets, compared
with over 55% for other banking companies of comparable size. One-third of the
loan portfolio supports the short-term needs of financial asset services
customers and securities brokers in conjunction with their trading and
settlement activity. These are generally short-term, usually overnight, and are
structured to have relatively low credit risk.
In 1994, loans increased by $825 million, or 32%. Growth occurred in
commercial loans, foreign loans and lease financing. Commercial loans increased
$439 million, with over half of the growth in loans to securities brokers and
customers of the financial asset services business. Foreign loans increased $304
million, reflecting the conversion of customers' loans from subcustodians and
expanded trade-finance activities. Lease financing increased $93 million.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
Interest Rate Sensitivity Management
The objective of interest rate sensitivity management is to provide
sustainable and stable net interest revenue under various economic environments
and to protect asset values from adverse effects of changes in interest rates.
State Street manages the structure of interest-earning assets and
interest-bearing liabilities to meet revenue goals by adjusting the mix, yields
and maturity, or repricing characteristics, based on changing market conditions.
Interest-rate risk arises from differences in the timing of when assets and
liabilities are repriced. Depending on the degree of difference, changes in
interest rates and yield curves can result in an increase or decrease in net
interest revenue and affect the valuation of assets and liabilities. Under
policies approved by the Board of Directors, State Street seeks to limit
interest-rate risk while using timing differences to manage net interest
revenue.
State Street uses three tools for measuring interest rate risk: simulation,
duration and gap analysis. Simulation models capture the dynamics of
interest-rate movements, differences within a time frame, changes in
relationships among various market rates, certain assumed lagged movements in
money market rates and expected changes in volumes. Results from the simulation
models are evaluated as part of the forecasting, long-range planning and budget
processes to evaluate the potential range of net interest revenue under "most
likely" and alternative interest-rate scenarios.
State Street also measures duration and present value of the assets and
liabilities and evaluates the effect of changes in interest rates on the
economic value of equity.
The third measure of interest-rate risk, as shown below, is the difference
in asset and liability repricing on a cumulative basis within a specified time
frame. State Street monitors the three-month, six-month and one-year cumulative
net interest-earning assets, or gaps.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
INTEREST SENSITIVITY POSITION AT DECEMBER 31, 1994 Interest Sensitivity Period in Months
-----------------------------------------------------------------------
(Dollars in millions) Balance 0-3 4-6 7-12 13-24 over 24
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets:
Interest-bearing deposits with banks ................. $ 4,847 $ 4,636 $ 119 $ 92 $ $
Other money market assets <F1> ....................... 2,142 2,136 6
Investment securities:
Held for investment ................................ 5,187 829 695 1,464 1,205 994
Available for sale ................................. 3,320 42 113 2,876 289
Loans ................................................ 2,874 1,890 98 72 35 779
------- ------- ------- ------ ------ ------
Total interest-earning assets ...................... 18,370 9,533 912 1,741 4,116 2,068
------- ------- ------- ------ ------ ------
Interest-Bearing Liabilities:
Domestic deposits .................................... 1,770 1,619 6 4 3 138
Foreign deposits ..................................... 7,921 7,907 9 5
Federal funds purchased and repurchase agreements .... 4,911 4,911
Other interest-bearing liabilities ................... 777 649 128
------- ------- ------- ------ ------ ------
Total interest-bearing liabilities ................. 15,379 15,086 15 9 3 266
------- ------- ------- ------ ------ ------
(5,553) 897 1,732 4,113 1,802
Interest-rate swaps .................................. 146 (146)
------- ------- ------ ------ ------
Interest rate sensitivity position ..................... (5,407) 897 1,732 4,113 1,656
Cumulative interest rate sensitivity position .......... (5,407) (4,510) (2,778) 1,335 2,991
Cumulative gap percentage <F2> ......................... (28)% (23)% (14)% 7% 15%
<FN>
<F1> Includes adjustment to normalize the one-day position.
<F2> Cumulative interest rate sensitivity position as a percent of December
average earning assets.
</TABLE>
The table shows State Street's year-end interest rate sensitivity position,
measured by the earlier of repricing date or maturity, for various assets and
liabilities. Non-maturity items, such as asset-backed securities and deposits,
are reported in time periods based on management's evaluations of prepayments
and repricing. Available-for-sale investment securities are reported at maturity
dates, unlike the prior year's report, which included them in 0 - 3 months. The
analysis indicates that State Street was liability sensitive -- that
interest-bearing liabilities are repricing faster than interest-earning assets
-- and that, all other variables remaining the same, net interest revenue would
improve when interest rates are falling and decrease when interest rates are
rising. However, the interest rate sensitivity position is only one of several
factors determining net interest revenue. The level of rates, balance sheet
growth and mix, and rate spreads are also important determinants of net interest
revenue.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
State Street maintains flexibility in its balance sheet to adjust its
interest-rate sensitivity. Since interest-bearing sources of funds are
predominantly short-term, State Street maintains a generally short-term
structure for its interest-earning assets, including money market assets,
investments and loans. Off-balance sheet financial instruments are used as part
of overall asset and liability management. Financial futures and interest-rate
swaps are used modestly to maintain State Street's interest-rate exposure within
policy limits. At December 31, 1994, $146 million of interest-rate swaps reduced
short-term liability sensitivity.
Liquidity
The primary objective of State Street's liquidity management is to ensure
that the Corporation has sufficient funds to replace maturing liabilities,
accommodate the transaction and cash management requirements of its customers,
meet loan commitments, and accommodate other corporate needs. Liquidity is
provided from the ability to access global market sources of funding and gather
additional deposits, and from maturing short-term assets, sale of
available-for-sale securities and payment of loans.
State Street manages its assets and liabilities to maintain a high level of
liquidity. The Corporation has an extensive and diverse funding base inside and
outside the United States. A significant percentage of funding comes from
customers who have other relationships with State Street, particularly those
using custody services worldwide. Deposits are accessed through domestic as well
as international treasury centers, providing a cost-effective,
geographically-diverse source of funding. Significant funding is also provided
from institutional customers' demand for repurchase agreements for their
short-term investment needs. State Street maintains other funding alternatives,
ensuring access to additional sources of funds if needed. Relationships are
maintained with a variety of investors, for a range of financial instruments, in
various markets and time zones.
State Street maintains a large portfolio of liquid assets. At December 31,
1994, the portfolio included $4.8 billion of interest-bearing deposits with
banks and $1.9 billion of securities purchased under resale agreements and
securities borrowed. Of the total $6.7 billion, $4.5 billion mature within one
week, and nearly all mature within six months. Although not relied on for daily
liquidity needs, the $3.2 billion available-for-sale portfolio of marketable
securities provides a significant secondary source of liquidity.
State Street maintains strong liquidity ratios. When liquidity is measured
by the ratio of liquid assets to total assets, State Street ranks among the
highest of U.S. banking companies. Liquid assets consist of cash and due from
banks, interest-bearing deposits with banks, federal funds sold, securities
purchased under resale agreements and securities borrowed, trading account
assets, and investment securities. At December 31, 1994, the Corporation's
liquid assets were 78% of total assets.
State Street's high ratings as a corporation and depository enhance its
liquidity. The Corporation's senior debt is rated AA- by Standard & Poor's, A1
by Moody's Investor Services and AA by IBCA, Inc. Depending upon the rating
service, six or fewer of the largest 100 bank holding companies in the United
States have higher ratings. State Street Bank's long-term certificate of deposit
ratings are AA by Standard & Poor's, Aa2 by Moody's Investor Services and AA+ by
IBCA, Inc. These ratings, as well as strong capital ratios, enhance State
Street's liquidity by making its liabilities attractive to a large number of
investors worldwide.
In August 1993, a shelf registration became effective that allows the
Corporation to issue up to $250 million of debt securities with maturities not
to exceed 10 years. Proceeds from the first tranche of $100 million issued in
1993 were used to redeem existing debt and for general corporate purposes.
In 1994, State Street began a program of issuing up to $200 million of
commercial paper. As of December 31, 1994, $135 million of commercial paper was
outstanding. This is a source of additional funding for the Corporation.
The Consolidated Statements of Cash Flows on page 40 provide additional
information.
Fair Value of Financial Instruments
The short-maturity structure of State Street's assets and liabilities
results in the fair value of its financial instruments equating to or closely
approximating its balance sheet value, with the exception of the
held-to-maturity portfolio, which had depreciation of $129 million as of
December 31, 1994. See Note S, page 54, for a further discussion.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
Capital
State Street maintains strong capital levels to support current operations
and continued growth. State Street continues to generate capital internally at a
high rate. During 1994 and each of the preceding six years, capital was
generated internally through the retention of earnings at a rate of 14% or
higher. On December 31, 1994, stockholders' equity was $1.2 billion, compared
with $597 million on December 31, 1989, a 16% compound annual growth rate.
During 1994, stockholders' equity increased $126 million. The increase was
attributable to $207 million of earnings, $12 million related to the exercise of
stock options and the conversion of debentures, and $6 million from foreign
currency translation gains. These additions were partially offset by $46 million
in common dividends and an after-tax unrealized holding loss of $53 million
recorded on securities classified as available for sale in accordance with
Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities.
The Federal Reserve Board, State Street's principal regulator, has
established risk-based capital guidelines that require minimum ratios of capital
to risk-weighted assets and certain off-balance sheet credit exposures. The
Federal Reserve Board also maintains a leverage ratio guideline that is a
measure of capital to total average balance sheet assets.
--------------------------------------------------------------------------------
REGULATORY CAPITAL AT DECEMBER 31 Minimum
Regulatory
(Dollars in millions) 1994 1993 Guidelines
--------------------------------------------------------------------------------
Risk-based ratios:
Tier 1 capital 12.8% 12.1% 4%
Total capital ............................ 13.4 12.7 8
Leverage ratio ............................. 5.4 5.3 3
Tier 1 capital ............................. $1,248 $1,070
Total capital .............................. 1,302 1,122
Risk-adjusted assets ....................... 9,723 8,842
State Street has developed internal capital-adequacy policies that focus
primary importance on risk exposure rather than asset levels. These policies
emphasize the risk-based guidelines, particularly the Tier 1 risk-based capital
ratio. This emphasis is appropriate to State Street's balance sheet structure,
which has a high degree of liquidity and low credit-risk exposure. At year-end
1994, State Street's Tier 1 capital ratio of 12.8% significantly exceeded the
regulatory guidelines and was among the strongest for large U.S. banking
companies. Each of State Street's three regulatory ratios improved during 1994,
as a result of higher levels of capital, which were partially offset by higher
asset bases.
During 1992, bank regulators adopted five capital categories based on
capital ratios and other factors, which are applicable to banks for certain
regulatory supervisory purposes. These categories range from "well capitalized"
to "critically undercapitalized." The "well capitalized" category requires a
bank to maintain a minimum Tier 1 risk-based ratio of 6%, a minimum total
risk-based capital ratio of 10% and a minimum leverage ratio of 5%. State Street
manages and monitors its capital ratios to assure that they exceed the minimum
standards for "well capitalized." At December 31, 1994, State Street Bank had a
Tier 1 risk-based capital ratio of 12.8%, a total risk-based capital ratio of
13.2% and a leverage ratio of 5.4%.
Dividends and Common Stock
State Street increased the quarterly dividend to stockholders twice during
1994, continuing the pattern of dividend increases that began in 1978. At
year-end 1994, the dividend rate was 15% higher than at year-end 1993. Since
1989, dividends per share have increased at an annual rate of 15%. State
Street's policy is to increase dividends at a rate that is consistent with
long-term earnings growth and that will permit levels of internal capital
generation sufficient to allow for the full development of strategic business
opportunities. The dividend payout ratio was 22% for 1994.
There were 6,028 stockholders of record at year-end 1994.
<PAGE>
Narrative description of graphic and image material appearing in paper
format version of Form 10-K.
Page 34 contains line graphs (bar charts) of Stockholders' Equity at
Year-End and Dividends Per Share.
The Data points comprising these graphs appear below in tabular format.
Stockholders' Equity at Year-End
(Millions of Dollars)
Stockholders' Equity
Year at Year-End
1989 .................................... $ 597.2
1990 .................................... 695.1
1991 .................................... 816.6
1992 .................................... 953.1
1993 .................................... 1,105.0
1994 .................................... 1,231.3
Dividends Per Share
(Dollars)
Dividends
Year Per Share
1989 .................................... .300
1990 .................................... .340
1991 .................................... .385
1992 .................................... .445
1993 .................................... .520
1994 .................................... .600
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND COMMON STOCK
MARKET PRICE Market Price
--------------------------------- ---------------------------------
DIVIDENDS END OF Dividends End of
DECLARED LOW HIGH PERIOD Declared Low High Period
------------------------------------------------------------------------------------------------------------------------------------
1994 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First ......... $.14 $35 1/8 $39 $36 First ......... $.12 $41 $49 1/8 $44 1/2
Second ........ .15 34 3/8 43 1/8 $38 5/8 Second ........ .13 29 1/4 45 3/4 33 1/8
Third ......... .15 36 41 $36 1/2 Third ......... .13 31 3/4 35 3/4 35 5/8
Fourth ........ .16 27 5/8 37 1/4 $28 5/8 Fourth ........ .14 35 3/8 39 3/4 37 1/2
</TABLE>
RISK MANAGEMENT
In providing financial asset services globally, certain inherent risks must
be managed and controlled. In addition to interest-rate risk, these include
counterparty credit risk, operations and settlement risk, and market risk. Risk
management is an integral part of the Corporation's business activities. The
credit and risk-management function is centrally organized with close ties to
the business units in order to identify and manage risks effectively. This
structure allows for corporate risk management across the business areas while
individual line areas remain responsible for risk management in their units.
Continuing a trend of recent years, risk-management resources are increasingly
devoted to financial asset services.
Emphasis in risk management is placed on establishing specific
authorization levels and limits and is an ongoing process by which exposure
levels are reviewed and modified as deemed appropriate to reflect changing
conditions. Counterparties are subject to a rigorous credit approval process
that covers the traditional lending services and global financial asset services
for foreign exchange, credit facilities, placements, credit-enhancement
services, securities lending and securities-clearing facilities. Concentration
is managed in terms of business-risk concentration, including specific industry
lending concentrations and country limits, as well as limits on individual
counterparties.
In managing country risk, State Street considers a broad variety of issues
and risks inherent in doing business outside the United States, including issues
related to credit quality and asset concentration. Consideration is also given
to transfer risk, which arises from the possible inability of a counterparty or
borrower to repay an obligation because of the inconvertibility of its currency.
Operating risk is actively managed in all business units of the
Corporation. Particular emphasis is placed on payment-system risk management,
overdraft monitoring and control, and global securities clearing and settlement.
In addition to specific authorization levels and limits, operating risk is also
controlled through extensive automation, operating procedures and insurance.
Market risk arises from price changes in various markets. Market risk from
foreign exchange and trading activities is monitored and controlled through
established limits on positions and aggregate limits based on estimates of
potential loss of earnings under assumptions about changes in market conditions.
State Street acts as an agent to lend customer-owned securities to
broker/dealers and banks. State Street is not a principal in these transactions
and, therefore, they are not reflected on the Corporation's balance sheet.
Potential exposure to each borrower is reviewed through the Corporation's credit
risk approval and management process. Collateral in the form of cash, other
securities or letters of credit is received to secure the borrower's promise to
return these securities. Securities are marked to market and compared to the
value of collateral daily. Investment of customer cash collateral is managed by
State Street Global Advisors in compliance with approved investment parameters.
Credit Risk
Credit risk results from the possibility that a loss may occur if a
counterparty becomes unable to meet the terms of a contract. State Street has
policies and procedures to monitor and manage carefully all aspects of credit
risk. These include a comprehensive credit-review and approval process that
involves the assignment of risk ratings to all loans and off-balance sheet
credit exposures. The allowance for loan losses is available to cover potential
losses from current credit exposure in the loan portfolio and certain
off-balance sheet commitments.
At December 31, 1994, total non-performing assets were $27.4 million, a
$10.5 million decrease from year-end 1993. Non-performing assets included $23.0
million of non-accrual loans, which was less than 1% of total loans, and $4.4
million of other real estate owned. It is State Street's policy to place a loan
on non-accrual when either principal or interest becomes 60 days past due. In
1994, loans placed on non-accrual status were more than offset by charge-offs,
payments and the return to accrual status of several loans. Loans are returned
to accrual status only when interest and principal payments are brought current
and future payments are considered to be assured. The decline in other real
estate owned resulted from property sales.
<PAGE>
FINANCIAL REVIEW
State Street Boston Corporation
In 1994, net charge-offs declined to $7.7 million from $16.3 million in
1993. Net charge-offs as a percentage of average loans were .23%, compared with
.63% for 1993.
The allowance for loan losses is increased by the provision for loan
losses, which is a charge to current income. The appropriate level of the
allowance is determined by a thorough analysis of credit risk. At December 31,
1994, the allowance for loan losses was $58.2 million, or 1.80% of loans. This
compares with an allowance of $54.3 million, or 2.03% of loans, a year ago. This
decline reflects improvement in measures of credit quality, discussed above, and
improvement in the outlook for general economic conditions and its effect on
borrowers. The decline in the allowance for loan losses as a percentage of loans
is also attributable to the growth in low-risk loan exposures to financial asset
services customers.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
CREDIT EXPERIENCE
(Dollars in millions) 1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Provision for loan losses ....................................... $11.6 $11.3 $12.2 $60.0 $45.7 $19.4
Charge-offs ..................................................... 10.5 18.5 23.5 47.8 48.1 23.7
Recoveries ...................................................... 2.8 2.2 3.4 2.7 3.1 4.6
----- ----- ----- ----- ----- -----
Net loan charge-offs ........................................ 7.7 16.3 20.1 45.1 45.0 19.1
Allowance of subsidiary purchased ............................... 1.4
Allowance for loan losses, year end ............................. 58.2 54.3 57.9 65.9 51.0 50.3
Net loan charge-offs by loan type:
Commercial and financial ...................................... $ 8.4 $14.0 $ 8.4 $32.2 $12.0 $ 5.2
Real estate ................................................... (.2) 1.3 9.8 10.9 9.3 1.5
Consumer ...................................................... (.1) .9 .9 1.6 22.4 9.9
Foreign ....................................................... (.4) .1 1.0 .4 1.3 2.5
----- ----- ----- ----- ----- -----
Total net charge-offs ....................................... $ 7.7 $16.3 $20.1 $45.1 $45.0 $19.1
===== ===== ===== ===== ===== =====
Non-performing loans:
Commercial and financial ...................................... $20.3 $25.0 $37.2 $30.6 $31.5 $ 5.5
Real estate ................................................... 2.6 .5 .9 7.9 22.7 13.5
Other ......................................................... .1 1.3 2.2 2.4 2.3 2.8
----- ----- ----- ----- ----- -----
Total non-performing loans .................................. $23.0 $26.8 $40.3 $40.9 $56.5 $21.8
===== ===== ===== ===== ===== =====
Other real estate owned ......................................... $ 4.4 $11.1 $12.5 $15.4 $15.5
Ratios:
Allowance to ending loans ..................................... 1.80% 2.03% 2.89% 3.46% 2.42% 2.04%
Net charge-offs to average loans .............................. .23 .63 .97 2.14 1.72 .77
Non-performing loans to total loans ........................... .71 1.00 2.01 2.15 2.68 .88
</TABLE>
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan," is effective for fiscal years beginning
after December 15, 1994. This statement addresses how creditors should establish
allowances for credit losses on individual loans determined to be impaired.
State Street will adopt this new statement in 1995, and it is not expected to
have a material impact.
Foreign Exchange and Derivative Financial Instruments
State Street uses foreign exchange and a variety of financial derivative
instruments to support customers' needs, to conduct trading activities, and to
manage interest rate and currency risk. These activities either generate trading
revenue or enhance the stability of net interest revenue. In addition, State
Street provides services related to derivative instruments in its role as both a
manager and servicer of financial assets.
State Street's customers use derivatives to manage the financial risks
associated with their investment goals and business activities. With the growth
of cross-border investing, State Street's customers have an increasing need for
foreign exchange forward contracts to protect the domestic value of an
international investment and to manage the currency risk in an international
investment portfolio. As an active participant in the foreign exchange markets,
State Street provides foreign exchange forward contracts and over-the-counter
options in support of these customer needs.
As a part of trading activities, State Street also assumes market positions
in both the foreign exchange and interest-rate markets using financial
derivatives -- primarily forward foreign exchange contracts, foreign exchange
and interest-rate options, and interest-rate swaps.
State Street's positions are based on market expectations and customers'
needs. As of December 31, 1994, the notional amount of these instruments was
$43.9 billion, of which $43.1 billion was foreign exchange forward contracts.
<PAGE>
FINANCIAL REVIEW
STATE STREET BOSTON CORPORATION
State Street uses various derivatives to minimize the interest-rate and
foreign exchange risk associated with balance sheet and global business
activities. As of year-end 1994, the notional amount of these derivatives was
$229 million.
Trading activities involving both foreign exchange and interest-rate
derivatives are managed using earnings at risk measures and trading limits as
established by risk-management policies. Interest-rate and foreign exchange
derivatives that are used as part of the asset- and liability-management process
are subjected to the same credit and interest-rate risk processes for financial
instruments carried on the balance sheet.
As a manager of financial assets for others, State Street uses derivative
financial instruments to hedge against market risk, adjust portfolio duration
and enable efficient portfolio construction. These activities are undertaken in
accordance with investment guidelines supplied by, or disclosed to, State
Street's customers.
As a servicer of financial assets, State Street acts as trustee, custodian
and/or administrator for its customers' investment funds, certain of which may
use derivative instruments in their investment strategies. These activities are
part of the normal responsibilities of State Street as a service provider and
are discharged in accordance with customer service contracts. Further discussion
of derivatives is included in Note R, page 52.
ACQUISITION OF INVESTORS FIDUCIARY TRUST COMPANY
On January 31, 1995, State Street acquired Investors Fiduciary Trust
Company (IFTC), a Kansas City, Missouri-based servicer of mutual funds with
approximately $115 billion of assets under custody. This acquisition
strengthened State Street's leadership position in servicing mutual funds. IFTC
brings additional customers and different systems solutions to servicing this
market. State Street is leveraging its full range of products to this additional
customer base, and the combined entity will benefit from the consolidation of
custody operations.
This acquisition was accomplished by the issuance of 5,972,222 shares.
State Street will account for this transaction as a pooling of interests, and
prior-period financial statements will be restated. One-time transaction costs
of $.03 per share will be recorded in the first quarter. No earnings dilution is
expected for full-year 1995. See Note B, page 43, for a summary of the unaudited
pro forma financial information.
EXHIBIT 13.3
LETTER TO STOCKHOLDERS
TO OUR STOCKHOLDERS We are pleased to report that 1994 was another successful
year for State Street. We capitalized on global opportunities and positioned
ourselves for future growth. As we aim for superior long-term financial
performance, our primary financial measure is sustainable real growth in
earnings per share. Against this measure, we achieved an earnings per share
increase of 15% in 1994, which is consistent with the 15% compound annual rate
for the past 10 years. Return on stockholders' equity was 17.5%, which we
achieved despite continued investment spending of 10% of revenue, compared with
our long-term, historical rate of 8%. Revenue grew 17%, further positioning us
to achieve our revenue goal for the decade of the '90s: 12.5% real growth per
year. As our financial results demonstrate, we have achieved consistent results
through economic and interest rate cycles, as well as through the ups and downs
of the securities markets. These results are reflected in our dividend per
share, which was increased 15% in 1994 and has grown at a compound annual rate
of 17% over the past 10 years.
State Street's primary focus is servicing financial assets -- as a
custodian and as an investment manager -- for mutual funds and other
institutional investors worldwide. In 1994, approximately 88% of net income came
from these services; the balance came from our commercial lending business and
corporate items.
As a result of State Street's focus, our company has developed some
fundamental characteristics. We have a strong customer base. Our customers, who
operate in the dynamic global financial markets, are growing. As they grow, they
require more of the services State Street offers. Indicative of State Street's
powerful customer franchise is the fact that revenue from the 10 largest
customers in 1994 who were also with us in 1990 has grown at a compound annual
rate of 13%. Our revenue is distributed across a broad customer base: in 1994,
our 10 largest customers generated only 12% of revenue.
We are expanding globally, broadening our customer base and taking
advantage of worldwide trends that provide opportunities. For the rest of the
1990s, we expect to achieve substantial growth from international markets
As a worldwide leader in servicing and managing financial assets, State
Street has the economies of scale necessary to deliver the highest quality
service cost-effectively. Our financial strength enables us to make strategic
acquisitions and invest in new technology to create products that benefit
existing customers and attract new customers.
These fundamental characteristics of State Street continue to keep us
optimistic about the long-term growth prospects of our company.
In 1994, we continued to add new customers and strengthen relationships
with existing customers. We also added new products and expanded existing
services that will provide additional opportunities for revenue generation. For
example, we introduced a trust vehicle that allows investment managers to pool
taxable and tax-exempt funds. We expanded our securities lending program to
penetrate global markets, adding lending capabilities in six markets, lending to
non-U.S. borrowers and accepting new types of collateral. For the one million
defined contribution plan participants we service in the United States, we
introduced a leading-edge customer-service system.
During the year, we continued to expand our global capabilities. We
received a German banking license, which enables us to offer our entire range of
capabilities to the German marketplace. We added a team of investment managers
in London to strengthen our ability to deliver more effectively the innovative
quantitative investment strategies that State Street pioneered and that European
investors are increasingly seeking.
<PAGE>
We increased capacity and improved operating efficiency. To meet customers'
growing need for high-quality, almost instantaneous information, we made
substantial enhancements to State Street Interchange(R), a message-based network
architecture that allows us to move information to and from our customers
globally in close to real-time. We significantly upgraded our core multicurrency
accounting system. As a result of our reengineering efforts, we reduced
subcustody unit costs by 14%. To support business growth, we increased total
processing power at our data centers by 15%. To obtain greater operating
efficiency, we consolidated a significant portion of our worldwide securities
operations. We installed robotic tape libraries in our data centers and upgraded
to newer, array-disk technology, improving performance and efficiency while
reducing cost
In 1993, we made a strategic decision to increase investment spending to
approximately 10% of revenue for 1993 and 1994. We invested in information
technology, product development and geographic expansion to position State
Street for future growth. We began to benefit from this investment spending
program in 1994. In 1995 and the years ahead, we will realize increased benefits
from these investments. Over the course of 1995, we plan to reduce investment
spending to a more normal level of 8% by year end.
In 1995, we expect to generate increased revenue by introducing new
products and expanding the services we provide for current customers. We will
benefit from attracting new customers in the United States and around the world
as we increase our penetration of global markets. The integration of Investors
Fiduciary Trust Company, which we acquired in the first quarter of 1995, will
enable us to leverage our full range of products by marketing our services to
these new mutual fund customers. We also expect to receive additional
productivity savings from our ongoing reengineering initiatives. These
strategies, combined with the global trends that are discussed in the following
section of this report, position us for long-term growth.
To enhance our position as a global growth company, we listed our stock on
the New York Stock Exchange in February 1995.
As we look to 1995 and beyond, State Street will continue to focus on
servicing and managing the financial assets of institutional investors
worldwide. With this focus, we expect to achieve superior financial performance.
Given our current assessment of the company and the markets we serve, our
expectation is for continued double-digit earnings per share growth for the next
few years.
The excellent financial performance that we achieved during 1994 is the
result of the efforts of State Street's highly professional workforce. Our high
business-retention rate reflects the dedication of our 11,000 employees around
the world. We would like to thank all of our employees for their contributions
during the past year. We look forward to the success we will achieve together in
1995 and in the years ahead.
/s/Marshall N. Carter
Chairman and Chief Executive Officer
/d/ David A. Spina
Vice Chairman, Treasurer and Chief Financial Officer
<PAGE>
EXHIBIT 13.4
STATE STREET BOSTON CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
CONSOLIDATED STATEMENT OF INCOME
STATE STREET BOSTON CORPORATION
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
(Dollars in thousands, except per share data) 1994 1993 1992
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST REVENUE
Deposits with banks . . . . . . . . . . . . . . . $ 209,280 $ 201,455 $ 257,615
Investment securities:
U.S. Treasury and Federal agencies . . . . . . 177,790 119,495 115,745
State and political subdivisions
(exempt from Federal tax) . . . . . . . . . . 40,491 25,185 19,345
Other investments . . . . . . . . . . . . . . . 127,580 96,905 87,094
Loans . . . . . . . . . . . . . . . . . . . . . . 183,333 127,651 116,516
Securities purchased under resale agreements,
securities borrowed and Federal funds sold . . . 144,085 114,979 109,149
Trading account assets . . . . . . . . . . . . . 22,173 13,198 8,932
--------- --------- ---------
Total interest revenue . . . . . . . . . . . . 904,732 698,868 714,396
INTEREST EXPENSE
Deposits . . . . . . . . . . . . . . . . . . . . 275,300 202,810 248,851
Other borrowings . . . . . . . . . . . . . . . . 253,615 168,423 169,905
Long-term debt . . . . . . . . . . . . . . . . . 8,625 10,022 13,324
--------- --------- ---------
Total interest expense . . . . . . . . . . . . 537,540 381,255 432,080
--------- --------- ---------
Net interest revenue . . . . . . . . . . . . . 367,192 317,613 282,316
Provision for loan losses - Note D . . . . . . . 11,569 11,320 12,201
--------- --------- ---------
Net interest revenue after provision
for loan losses . . . . . . . . . . . . . . . 355,623 306,293 270,115
FEE REVENUE
Fiduciary compensation . . . . . . . . . . . . . 717,400 627,769 545,377
Other - Note K . . . . . . . . . . . . . . . . . 263,628 205,646 157,503
--------- --------- ---------
Total fee revenue . . . . . . . . . . . . . . . 981,028 833,415 702,880
REVENUE BEFORE OPERATING EXPENSES . . . . . . . 1,336,651 1,139,708 972,995
OPERATING EXPENSES
Salaries and employee benefits - Note N . . . . . 571,136 479,168 409,888
Occupancy, net . . . . . . . . . . . . . . . . . 71,765 60,643 53,259
Equipment . . . . . . . . . . . . . . . . . . . . 110,662 100,295 66,965
Other - Note L . . . . . . . . . . . . . . . . . 262,838 222,147 186,322
--------- --------- ---------
Total operating expenses . . . . . . . . . . . 1,016,401 862,253 716,434
--------- --------- ---------
Income before income taxes . . . . . . . . . . 320,250 277,455 256,561
Income taxes - Note O . . . . . . . . . . . . . . 112,837 97,626 96,118
NET INCOME . . . . . . . . . . . . . . . . . . $ 207,413 $ 179,829 $ 160,443
========= ========= =========
EARNINGS PER SHARE
Primary . . . . . . . . . . . . . . . . . . . . $2.70 $2.36 $2.10
Fully diluted . . . . . . . . . . . . . . . . . 2.68 2.33 2.07
AVERAGE SHARES OUTSTANDING (in thousands)
Primary . . . . . . . . . . . . . . . . . . . . 76,851 76,193 76,235
Fully diluted . . . . . . . . . . . . . . . . . 77,482 77,177 77,698
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CONDITION
STATE STREET BOSTON CORPORATION
---------------------------------------------------------------------------------------
(Dollars in thousands) December 31, 1994 1993
---------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks - Note Q . . . . . . . . $ 1,004,852 $ 1,469,395
Interest-bearing deposits with banks . . . . . . 4,847,069 5,148,249
Securities purchased under resale
agreements and securities borrowed - Note F. . 1,886,759 2,267,546
Federal funds sold . . . . . . . . . . . . . . . 353,615 188,000
Trading account assets . . . . . . . . . . . . . 527,550 159,446
Investment securities - Notes C and F:
Held to maturity . . . . . . . . . . . . . . . 5,187,270 4,484,104
Available for sale . . . . . . . . . . . . . . 3,226,687 1,217,095
----------- -----------
Total investment securities . . . . . . . . 8,413,957 5,701,199
Loans - Note D . . . . . . . . . . . . . . . . . 3,233,221 2,680,174
Allowance for loan losses . . . . . . . . . . . (58,184) (54,316)
----------- -----------
Net loans . . . . . . . . . . . . . . . . . . 3,175,037 2,625,858
Premises and equipment - Notes E and H . . . . . 474,683 445,109
Customers' acceptance liability . . . . . . . . 55,358 65,643
Accrued income receivable . . . . . . . . . . . 349,387 280,976
Other assets . . . . . . . . . . . . . . . . . . 641,228 368,702
----------- -----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . $21,729,495 $18,720,123
=========== ===========
LIABILITIES
Deposits:
Noninterest-bearing . . . . . . . . . . . . . $ 4,212,045 $ 5,450,183
Interest-bearing:
Domestic . . . . . . . . . . . . . . . . . . 1,769,698 2,140,457
Foreign . . . . . . . . . . . . . . . . . . 7,920,932 5,427,231
----------- -----------
Total deposits . . . . . . . . . . . . . . . . 13,902,675 13,017,871
Federal funds purchased . . . . . . . . . . . . 113,143 269,083
Securities sold under repurchase
agreements - Note F . . . . . . . . . . . . . . 4,798,261 2,972,928
Other short-term borrowings . . . . . . . . . . 649,052 469,265
Notes payable - Note G 149,990
Acceptances outstanding . . . . . . . . . . . . 55,621 65,928
Accrued taxes and other expenses - Note O . . . 406,086 373,152
Other liabilities . . . . . . . . . . . . . . . 445,818 167,993
Long-term debt - Note H . . . . . . . . . . . . 127,549 128,939
----------- -----------
TOTAL LIABILITIES . . . . . . . . . . . . . . 20,498,205 17,615,149
Commitments and contingent liabilities - Notes P and R
STOCKHOLDERS' EQUITY - NOTES H, I, J, AND Q
Preferred stock, no par: authorized 3,500,000; issued none
Common stock, $1 par: authorized 112,000,000;
issued 76,475,000 and 75,874,000 . . . . . . . 76,475 75,874
Surplus . . . . . . . . . . . . . . . . . . . . 30,468 19,253
Retained earnings . . . . . . . . . . . . . . . 1,176,915 1,009,847
Net unrealized loss on available-
for-sale securities . . . . . . . . . . . . . (52,568) --
----------- -----------
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . 1,231,290 1,104,974
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . $21,729,495 $18,720,123
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
STATE STREET BOSTON CORPORATION
-----------------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . $ 207,413 $ 179,829 $ 160,443
Noncash charges for depreciation,
amortization, provision for
loan losses and foreclosed properties,
and deferred income taxes . . . . . . . . . . 175,851 163,858 117,924
---------- ---------- ----------
Net income adjusted for noncash charges . . . 383,264 343,687 278,367
Adjustments to reconcile to net cash provided
(used) by operating activities:
Securities (gains) losses, net . . . . . . . . 473 (15,375) (12,274)
Net change in:
Trading account assets . . . . . . . . . . . (368,104) 5,120 89,415
Accrued income receivable . . . . . . . . . . (68,411) (64,614) (9,947)
Accrued taxes and other expenses . . . . . . 26,800 21,286 12,187
Other, net . . . . . . . . . . . . . . . . . 15,512 (62,193) (16,032)
---------- ---------- ----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES . . . . . . . . . . . . (10,466) 227,911 341,716
INVESTING ACTIVITIES
Payments for purchases of:
Held-to-maturity securities . . . . . . . . . (3,742,885) (3,673,561) (3,337,307)
Available-for-sale securities . . . . . . . . (3,633,707) (1,364,457) --
Lease financing assets . . . . . . . . . . . . (643,525) (426,313) (194,897)
Premises and equipment . . . . . . . . . . . . (124,599) (116,379) (152,070)
Proceeds from:
Maturities of held-to-maturity securities . . 3,009,057 2,318,776 1,966,823
Maturities of available-for-sale securities . 285,339 167,399 --
Sales of investment securities . . . . . . . . -- -- 522,012
Sales of available-for-sale securities . . . . 1,256,204 935,816 --
Principal collected from lease financing . . . 41,261 45,536 48,440
Net (payments for) proceeds from:
Interest-bearing deposits with banks . . . . . 301,180 (345,003) (972,443)
Federal funds sold, resale agreements
and securities borrowed . . . . . . . . . . . 215,172 800,174 772,084
Loans . . . . . . . . . . . . . . . . . . . . (435,355) (617,280) (84,044)
---------- ---------- ----------
NET CASH USED BY INVESTING ACTIVITIES . . (3,471,858) (2,275,292) (1,431,402)
---------- ---------- ----------
FINANCING ACTIVITIES
Proceeds from issuance of:
Long-term debt . . . . . . . . . . . . . . . . -- 99,025 --
Notes payable . . . . . . . . . . . . . . . . -- -- 149,868
Nonrecourse debt for lease financing . . . . . 513,585 347,042 146,424
Common stock . . . . . . . . . . . . . . . . . 6,228 6,035 5,810
Payments for:
Maturity of notes payable . . . . . . . . . . (150,000) -- (100,000)
Nonrecourse debt for lease financing . . . . . (39,378) (38,695) (39,572)
Long-term debt . . . . . . . . . . . . . . . . (785) (114,213) (650)
Cash dividends . . . . . . . . . . . . . . . . (45,831) (39,297) (33,293)
Net proceeds from (payments for):
Deposits . . . . . . . . . . . . . . . . . . . 884,804 1,957,804 2,328,706
Short-term borrowings . . . . . . . . . . . . 1,849,158 14,608 (1,099,901)
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . 3,017,781 2,232,309 1,357,392
---------- ---------- ----------
NET INCREASE (DECREASE) . . . . . . . . . . (464,543) 184,928 267,706
Cash and due from banks at beginning of period . 1,469,395 1,284,467 1,016,761
---------- ---------- ----------
CASH AND DUE FROM BANKS AT END OF PERIOD . . $1,004,852 $1,469,395 $1,284,467
========== ========== ==========
SUPPLEMENTAL DISCLOSURE
Interest paid . . . . . . . . . . . . . . . . $ 537,388 $ 382,310 $ 440,335
Income taxes paid . . . . . . . . . . . . . . 66,808 56,370 63,497
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
STATE STREET BOSTON CORPORATION
-----------------------------------------------------------------------------------------------------------------------------------
NET UNREALIZED
LOSS ON
COMMON RETAINED AVAILABLE-FOR-
(Dollars in thousands) STOCK SURPLUS EARNINGS SALE SECURITIES TOTAL
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1991 . . . . . . . . . . . . . . $37,220 $33,867 $ 745,482 $ - $ 816,569
Net income . . . . . . . . . . . . . . . . . . . . . . 160,443 160,443
Cash dividends declared - $.445 per share . . . . . . (33,293) (33,293)
Stock dividend, two-for-one split . . . . . . . . . . 37,318 (37,318)
Issuance of common stock - 523,346 net shares . . . . 523 11,452 11,975
Foreign currency translation . . . . . . . . . . . . . (2,559) (2,559)
------- ------- ---------- --------- ----------
BALANCE AT DECEMBER 31, 1992 . . . . . . . . . . . . . . 75,061 8,001 870,073 - 953,135
Net income . . . . . . . . . . . . . . . . . . . . . . 179,829 179,829
Cash dividends declared - $.52 per share (39,297) (39,297)
Issuance of common stock - 812,902 net shares . . . . 813 11,252 12,065
Foreign currency translation . . . . . . . . . . . . . (758) (758)
------- ------- ---------- --------- ----------
BALANCE AT DECEMBER 31, 1993 . . . . . . . . . . . . . . 75,874 19,253 1,009,847 - 1,104,974
Net income . . . . . . . . . . . . . . . . . . . . . . 207,413 207,413
Cash dividends declared - $.60 per share . . . . . . . (45,831) (45,831)
Issuance of common stock - 601,215 net shares . . . . 601 11,215 11,816
Foreign currency translation . . . . . . . . . . . . . 5,486 5,486
Net unrealized loss on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . (52,568) (52,568)
------- ------- ---------- -------- ---------
BALANCE AT DECEMBER 31, 1994 . . . . . . . . . . . . . . $76,475 $30,468 $1,176,915 $(52,568) $1,231,290
======= ======= ========== ========= ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of State Street Boston Corporation
("State Street") and its subsidiaries conform to generally accepted accounting
principles. The significant policies are summarized below.
BASIS OF PRESENTATION: The consolidated financial statements include the
accounts of State Street Boston Corporation and its subsidiaries, including its
principal subsidiary, State Street Bank and Trust Company ("State Street Bank").
All significant intercompany balances and transactions have been eliminated upon
consolidation. The results of operations of businesses purchased are included
from the date of acquisition. Investments in 50%-owned affiliates are accounted
for by the equity method. Certain previously reported amounts have been
reclassified to conform to the current method of presentation. Where
appropriate, number of shares and per share amounts have been restated to
reflect a stock split in 1992 (see Note I). For the Consolidated Statement of
Cash Flows, State Street has defined cash equivalents as those amounts included
in the Consolidated Statement of Condition caption, "Cash and due from banks."
RESALE AND REPURCHASE AGREEMENTS; SECURITIES BORROWED: State Street enters
into purchases of U.S. Treasury and Federal agency securities ("U.S. Government
securities") under agreements to resell the securities, which are recorded as
securities purchased under resale agreements in the Consolidated Statement of
Condition. These securities can be used as collateral for repurchase agreements.
It is State Street's policy to take possession or control of the security
underlying the resale agreement. The securities are revalued daily to determine
if additional collat eral is necessary. State Street enters into sales of U.S.
Government securities under repurchase agreements, which are treated as
financings, and the obligations to repurchase such securities sold are reflected
as a liability in the Consolidated Statement of Condition. The dollar amount of
U.S. Government securities underlying the repurchase agreements remains in
investment securities. Securities borrowed are recorded at the amount of cash
collateral deposited with the lender. State Street monitors daily its market
exposure with respect to securities borrowed transactions and requests that
excess collateral be returned or that additional securities be provided.
SECURITIES: Debt securities are held in both the investment and trading
account portfolios. On January 1, 1994, State Street adopted Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." SFAS No. 115 requires that debt and
equity securities for which State Street does not have the positive intent or
ability to hold to maturity and that are not considered to be part of
trading-related activities be classified as available-for-sale securities and
reported at fair value, with unrealized gains and losses net of taxes reported
in a separate component of stockholders' equity. In 1993, available-for-sale
securities were carried at the lower of amortized cost or market. Adoption of
SFAS No. 115 resulted in an increase of $3 million to stockholders' equity in
January 1994.
Securities classified as held to maturity are stated at cost, adjusted for
amortization of premiums and accretion of discounts. Gains or losses on sales of
available-for-sale securities are computed based on identified costs and
included in fee revenue. Trading account assets are held in anticipation of
short-term market movements and for resale to customers. Trading account assets
are carried at market value, and the resulting adjustment is reflected in fee
revenue.
LOANS AND LEASE FINANCING: Loans are placed on a non-accrual basis when
they become 60 days past due as to either principal or interest, or when in the
opinion of management, full collection of principal or interest is unlikely.
When the loan is placed on non-accrual, the accrual of interest is discontinued,
and previously recorded but unpaid interest is reversed and charged against
current earnings.
Subsidiaries of State Street provide asset-based financing to customers
through a variety of lease arrangements. Leveraged leases are carried net of
nonrecourse debt. Revenue on leveraged leases is recognized on a basis
calculated to achieve a constant rate of return on the outstanding investment in
the leases, net of related deferred tax liabilities, in the years in which the
net investment is positive. Gains and losses on residual values of leased
equipment sold are included in fee revenue.
ALLOWANCE FOR LOAN LOSSES: The adequacy of the allowance for loan losses is
evaluated on a regular basis by management. Factors considered in evaluating the
adequacy of the allowance include previous loss experience, current economic
conditions and their effect on borrowers, and the performance of individual
credits in relation to contract terms. The provision for loan losses charged to
earnings is based upon management's judgment of the amount necessary to maintain
the allowance at a level adequate to absorb probable losses.
In 1993, Statement of Financial Accounting Standards No. 114, "Accounting
by Creditors for Impairment of a Loan," was issued. This statement addresses how
creditors should establish allowances for credit losses on individual loans
determined to be impaired. State Street will adopt this new statement in 1995,
and it is not expected to have a material impact.
PREMISES AND EQUIPMENT: Premises, equipment and leasehold improvements are
carried at cost less accumulated depreciation and amortization. Depreciation and
amortization charged to operating expenses are computed using the straight-line
method over the estimated useful life of the related asset or the remaining term
of the lease.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
OTHER REAL ESTATE OWNED: Properties acquired in satisfaction of debt are
carried at the lower of cost or fair market value and included in other assets.
Reductions in carrying value are recognized through charges to other operating
expenses. The costs of maintaining and operating foreclosed properties are
expensed as incurred.
REVALUATION GAINS AND LOSSES ON FINANCIAL CONTRACTS: Financial Accounting
Standards Board Interpretation No. 39, "Offsetting of Amounts Related to Certain
Contracts," was adopted by State Street during the first quarter of 1994. The
interpretation requires that the gross amount of unrealized gains and losses on
foreign exchange and interest rate contracts be reported separately as an asset
and a liability on the statement of condition. Prior to adoption, these amounts
were reported as a net asset or liability. The netting of unrealized gains and
losses with the same counterparty is permitted when a master netting agreement
has been executed. At December 31, 1994, other assets and other liabilities have
been increased $288 million as a result of adoption.
FOREIGN CURRENCY TRANSLATION: The assets and liabilities of foreign
operations are translated at month-end exchange rates, and revenue and expenses
are translated at average monthly exchange rates. Gains or losses from the
translation of the net assets of certain foreign subsidiaries, net of any
foreign currency hedges and related taxes, are credited or charged to retained
earnings. Gains or losses from other translations are included in fee revenue.
INTEREST-RATE AND FOREIGN EXCHANGE CONTRACTS: State Street uses
interest-rate contracts as part of its overall interest-rate risk management.
Gains and losses on interest-rate futures and option contracts that are
designated as hedges and effective as such are deferred and amortized over the
remaining life of the hedged assets or liabilities as an adjustment to interest
revenue or interest expense. Interest-rate swap contracts that are entered into
as part of interest-rate management are accounted for using the accrual method
as an adjustment to interest revenue or interest expense. Interest-rate
contracts related to trading activities are adjusted to market value with the
resulting gains or losses included in fee revenue.
Foreign exchange trading positions are valued daily at prevailing exchange
rates, and the resulting gain or loss is included in fee revenue.
INCOME TAXES: The provision for income taxes includes deferred income taxes
arising as a result of reporting some items of revenue and expense in different
years for tax and financial reporting purposes. In 1993, State Street adopted
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," which prescribes the liability method of accounting for income taxes.
Prior years, which were accounted for under the deferral method, were not
restated, and the impact of the adoption in 1993 was not material.
EARNINGS PER SHARE: The computation of primary earnings per share is based
on the weighted average number of shares of common stock and common stock
equivalents outstanding during each period. Stock option grants are included
only in periods when the results are dilutive. The computation of fully diluted
earnings per share additionally includes the assumption that the convertible
debt had been converted as of the beginning of each period, with the elimination
of related interest expense less the income tax benefit.
NOTE B-ACQUISITION OF INVESTORS FIDUCIARY TRUST COMPANY
In September 1994, State Street announced a definitive agreement to acquire
Investors Fiduciary Trust Company (IFTC) in a transaction that is intended to be
accounted for as a pooling of interests. IFTC was equally owned by DST Systems,
Inc. and Kemper Financial Services, Inc. The transaction closed on January 31,
1995. IFTC was acquired for 5,972,222 shares of State Street common stock.
IFTC provides custody and fund accounting services to mutual funds, unit
investment trusts, insurance portfolios and bank portfolios. At December 31,
1994, IFTC's total assets were $818 million and stockholders' equity was $106
million.
The following is a summary of unaudited pro forma financial information for
State Street and IFTC combined for the years ended December 31:
--------------------------------------------------------------------------------
(Dollars in thousands, except per share data) 1994 1993 1992
--------------------------------------------------------------------------------
Revenue before operating expenses ............. $1,397,857 $1,189,792 $1,037,069
Net income .................................... 220,347 189,386 170,113
Earnings per share
Primary ..................................... 2.66 2.30 2.07
Fully diluted ............................... 2.64 2.28 2.04
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE C-INVESTMENT SECURITIES
State Street adopted Statement of Financial Accounting Standards (SFAS) No.
115, "Accounting for Certain Investments in Debt and Equity Securities," on
January 1, 1994. Under SFAS No. 115, debt securities for which State Street has
the intent and ability to hold to maturity may be classified as held-to-maturity
securities and reported at amortized cost. Securities that are not classified as
held to maturity are to be classified as available-for-sale securities and
reported at fair value. The excess of fair value over the amortized cost of
available-for-sale securities at date of adoption was $4,825,000.
Investment securities consisted of the following at December 31:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
1994 1993
AMORTIZED UNREALIZED FAIR Amortized Unrealized Fair
(Dollars in thousands) COST GAINS LOSSES VALUE Cost Gains Losses Value
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HELD TO MATURITY (at amortized cost)
U.S. Treasury and
Federal agencies ................ $1,668,987 $ 590 $ 35,836 $1,633,741 $1,272,370 $11,522 $1,673 $1,282,219
State and political
subdivisions .................... 1,130,197 317 19,210 1,111,304 1,083,879 7,006 494 1,090,391
Asset-backed
securities ...................... 2,346,931 1,104 75,823 2,272,212 2,028,099 9,800 4,345 2,033,554
Other investments ................. 41,155 84 155 41,084 99,756 1,398 70 101,084
---------- ------ -------- ---------- ---------- ------- ------ ----------
Total ........................... $5,187,270 $2,095 $131,024 $5,058,341 $4,484,104 $29,726 $6,582 $4,507,248
========== ====== ======== ========== ========== ======= ====== ==========
AVAILABLE FOR SALE (at fair value<F1>)
U.S. Treasuries ................... $3,238,933 $ $ 90,864 $3,148,069 $1,121,605 $ 9,000 $4,597 $1,126,008
Other investments ................. 80,217 5 1,604 78,618 95,490 423 95,913
---------- ------ -------- ---------- ---------- ------- ------ ----------
Total ........................... $3,319,150 $ 5 $ 92,468 $3,226,687 $1,217,095 $ 9,423 $4,597 $1,221,921
========== ====== ======== ========== ========== ======= ====== ==========
<FN>
<F1>In 1993, at lower of cost or market.
</TABLE>
The amortized cost and fair value of available-for-sale and
held-to-maturity securities by maturity at December 31, 1994, were as follows:
--------------------------------------------------------------------------------
WITHIN AFTER ONE AFTER FIVE AFTER
ONE YEAR BUT WITHIN BUT WITHIN TEN
(Dollars in thousands) OR LESS FIVE YEARS TEN YEARS YEARS
--------------------------------------------------------------------------------
HELD TO MATURITY
Amortized cost . . . . . $2,615,683 $2,097,020 $333,115 $141,452
Fair value . . . . . . . 2,559,683 2,038,539 321,963 138,156
AVAILABLE FOR SALE
Amortized cost . . . . . 155,512 3,163,638
Fair value . . . . . . . 152,856 3,073,831
The maturity of asset-backed securities is based upon the expected
principal payments. Securities carried at $4,204,525,000 and $2,656,300,000 at
December 31, 1994 and 1993, respectively, were designated as security for public
and trust deposits, borrowed funds and for other purposes as provided by law.
During 1994, gains of $2,852,000 and losses of $3,325,000 were realized on
sales of available-for-sale securities of $1,256,204,000. During 1993, gains of
$15,426,000 and losses of $51,000 were realized on sales of available-for-sale
securities of $935,816,000. During 1992, gains of $14,201,000 and losses of
$1,927,000 were realized on sales of investment securities of $522,012,000.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE D-LOANS
The loan portfolio consisted of the following at December 31:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993
--------------------------------------------------------------------------------
Commercial and financial . . . . . . . . . . $2,070,146 $1,889,143
Real estate . . . . . . . . . . . . . . . . 100,549 94,073
Consumer . . . . . . . . . . . . . . . . . . 41,323 46,315
Foreign . . . . . . . . . . . . . . . . . . 569,508 325,142
Lease financing . . . . . . . . . . . . . . 451,695 325,501
---------- ----------
Total loans . . . . . . . . . . . . . . . $3,233,221 $2,680,174
========== ==========
Non-accrual loans . . . . . . . . . . . . . $23,043 $26,804
Interest revenue under original terms . . 2,245 2,796
Interest revenue recognized . . . . . . . 834 812
Changes in the allowance for loan losses for the years ended December 31
were as follows:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
--------------------------------------------------------------------------------
Balance at beginning of year . . . . . . $54,316 $57,931 $65,888
Provision for loan losses . . . . . . . 11,569 11,320 12,201
Loan charge-offs . . . . . . . . . . . . (10,477) (18,545) (23,514)
Recoveries . . . . . . . . . . . . . . . 2,776 2,205 3,356
Allowance of subsidiary purchased 1,405
------- ------- -------
Balance at end of year . . . . . . . . $58,184 $54,316 $57,931
======= ======= =======
A loan totaling $2,703,000 was restructured in 1994, is performing in
accordance with its new terms and is accruing at a market rate. During 1994 and
1993, loans totaling $191,000 and $1,387,000 were transferred to other real
estate owned.
NOTE E-PREMISES AND EQUIPMENT
Premises and equipment consisted of the following at December 31:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993
--------------------------------------------------------------------------------
Buildings and land . . . . . . . . . . . . . $268,162 $248,584
Leasehold improvements . . . . . . . . . . . 118,176 97,983
Equipment and furniture . . . . . . . . . . . 444,761 395,895
-------- --------
831,099 742,462
Accumulated depreciation and amortization . . (356,416) (297,353)
-------- --------
Total premises and equipment, net . . . . . $474,683 $445,109
======== ========
State Street has entered into noncancelable operating leases for premises
and equipment. At December 31, 1994, future minimum payments under noncancelable
operating leases with initial or remaining terms of one year or more totaled
$534,759,000. This consisted of $36,951,000, $40,013,000, $37,925,000,
$32,884,000 and $30,275,000 for the years 1995 to 1999, respectively, and
$356,711,000 thereafter. The minimum rental commitments have been reduced by
sublease rental commitments of $767,000. Substantially all leases include
renewal options.
Total rental expense amounted to $33,879,000, $25,641,000 and $23,194,000
in 1994, 1993 and 1992, respectively. Rental expense has been reduced by
sublease revenue of $1,083,000, $2,149,000 and $3,515,000 in 1994, 1993 and
1992, respectively.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE F-INVESTMENT SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
State Street enters into sales of U.S. Treasury and federal agency
securities ("U.S. Government securities") under repurchase agreements that are
treated as financings, and the obligations to repurchase such securities sold
are reflected as a liability in the Consolidated Statement of Condition. The
dollar amount of U.S. Government securities underlying the repurchase agreements
remains in investment securities.
Information on these U.S. Government securities, and the related repurchase
agreements including accrued interest, is shown in the table below. This table
excludes repurchase agreements that are secured by securities purchased under
resale agreements and securities borrowed.
Information at December 31, 1994 was as follows:
--------------------------------------------------------------------------------
U.S. GOVERNMENT REPURCHASE
SECURITIES SOLD AGREEMENTS
BOOK BOOK
(Dollars in thousands) AMOUNT MARKET AMOUNT RATE
--------------------------------------------------------------------------------
Maturity of repurchase agreements:
Overnight . . . . . . . . . . . . $2,526,248 $2,526,085 $2,489,352 5.10%
21 to 30 days . . . . . . . . . . 339,345 338,473 324,327 5.47
31 to 90 days . . . . . . . . . . 378,686 378,186 375,334 3.30
Over 90 days . . . . . . . . . . 119 119 119 4.25
---------- ---------- ----------
Total . . . . . . . . . . . . . . $3,244,398 $3,242,863 $3,189,132 4.93
========== ========== ==========
NOTE G-NOTES PAYABLE
State Street Bank issues Bank Notes from time to time, in an aggregate
amount not to exceed $750,000,000 and with original maturities ranging from 14
days to five years.
The Bank Notes, which are not subject to redemption, represent unsecured
debt obligations of State Street Bank. The Bank Notes are neither obligations of
or guaranteed by State Street and are recorded net of original issue discount.
At December 31, 1994, there were no Bank Notes outstanding.
NOTE H-LONG-TERM DEBT
Long-term debt, less unamortized original issue discount, consisted of the
following at December 31:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993
--------------------------------------------------------------------------------
5.95% Notes due 2003 . . . . . . . . . . . . . . . . . $ 99,672 $ 99,634
7.75% Convertible subordinated debentures due 2008 . . 3,358 3,922
9.50% Mortgage note due 2009 . . . . . . . . . . . . . 24,519 25,304
Other . . . . . . . . . . . . . . . . . . . . . . . . 79
-------- --------
Total long-term debt . . . . . . . . . . . . . . $127,549 $128,939
The 5.95% notes are unsecured obligations of State Street.
The 7.75% debentures are convertible to common stock at a price of $5.75
per share, subject to adjustment for certain events. The debentures are
redeemable, at State Street's option, at a price of approximately 102.1%,
declining annually to par by 1998. During 1994 and 1993, $563,000 and $2,422,000
of debentures were converted into 137,711 and 422,716 shares of common stock,
respectively. At December 31, 1994, 584,000 shares of authorized common stock
had been reserved for issuance upon conversion.
The 9.50% mortgage note was fully collaterized by property at December 31,
1994. The aggregate maturities of this mortgage note for the years 1995 through
1999 are $863,000, $948,000, $1,042,000, $1,146,000 and $1,260,000,
respectively.
In August 1993, a shelf registration statement became effective that allows
State Street to issue up to $250 million of unsecured debt securities. In
September 1993, State Street issued $100 million of 5.95% Notes due 2003, and
the remaining balance of $150 million at December 31, 1994, is available for
issuance.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE I-STOCKHOLDERS' EQUITY
In 1992, State Street distributed a two-for-one stock split in the form of
a 100% stock dividend to stockholders. The par value of these additional shares
was capitalized by a transfer from surplus to common stock.
In 1993, the Board of Directors authorized the repurchase of up to two
million shares of State Street's common stock. Shares purchased under the
authorization, if any, would be used for employee benefit plans. No purchases
were made through December 31, 1994.
State Street has a long-term incentive plan from which stock options, stock
appreciation rights (SARs) and performance units can be awarded. The exercise
price of non-qualified and incentive stock options may not be less than fair
value of such shares at date of grant and expire no longer than ten years from
date of grant. Performance units have been granted to officers at the
policy-making level. Performance units are earned over a performance period
based on achievement of goals. Payment for performance units is made in cash
equal to the fair market value of State Street's common stock after the
conclusion of each performance period. Compensation expense related to
performance units was $333,000, $2,126,000 and $8,124,000 for 1994, 1993 and
1992, respectively.
Under the 1994 Stock Option and Performance Unit Plan, options and SARs
covering 3,500,000 shares of common stock and 1,000,000 performance units may be
issued. State Street has stock options and performance shares outstanding from
previous plans under which no further grants can be made.
Option activity during 1994 and 1993 was as follows:
--------------------------------------------------------------------------------
OPTION PRICE
(In thousands, except per share amounts) SHARES PER SHARE TOTAL
--------------------------------------------------------------------------------
Outstanding, December 31, 1992 . . . . . . 2,660 $ 3.52-40.69 $48,693
Granted . . . . . . . . . . . . . . . . . . 160 32.38-45.31 7,057
Exercised . . . . . . . . . . . . . . . . . (393) 3.52-20.38 (6,273)
Canceled. . . . . . . . . . . . . . . . . . (31) 11.23-45.31 (701)
----- -------
Outstanding, December 31, 1993 . . . . . . 2,396 3.95-45.31 48,776
Granted . . . . . . . . . . . . . . . . . . 907 28.94-39.25 28,087
Exercised . . . . . . . . . . . . . . . . . (460) 3.95-32.25 (6,088)
Canceled . . . . . . . . . . . . . . . . . (41) 13.41-45.31 (1,056)
----- -------
Outstanding, December 31, 1994 . . . . . . 2,802 6.42-45.31 $69,719
===== =======
At December 31, 1994, 996,403 shares under options were exercisable and
2,810,000 shares under options and SARs were available for future grants. During
1992, 526,000 options were exercised at per share prices of $3.95 to $20.38.
NOTE J-SHAREHOLDERS' RIGHTS PLAN
In 1988, State Street declared a dividend of one preferred share purchase
right for each outstanding share of common stock. In 1992, State Street's common
stock was split two-for-one in the form of a 100% stock dividend to
stockholders. After giving effect to the split, under certain conditions, a
right may be exercised to purchase one two-hundredths share of a series of
participating preferred stock at an exercise price of $75, subject to
adjustment. The rights become exercisable if a party acquires or obtains the
right to acquire 20% or more of State Street's common stock or after
commencement or public announcement of an offer for 20% or more of State
Street's common stock. When exercisable, under certain conditions, each right
also entitles the holder thereof to purchase shares of common stock, of either
State Street or of the acquiror, having a market value of two times the then
current exercise price of that right.
The rights expire in 1998 and may be redeemed at a price of $.005 per right
at any time prior to expiration or the acquisition of 20% of State Street's
common stock. Also, under certain circumstances, the rights may be redeemed
after they become exercisable and may be subject to automatic redemption.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE K-FEE REVENUE-OTHER
The Other category of fee revenue consisted of the following for the years
ended December 31:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
--------------------------------------------------------------------------------
Foreign exchange trading . . . . . . . . $113,842 $ 82,705 $ 57,904
Processing service fees . . . . . . . . . 66,837 46,083 30,414
Service fees . . . . . . . . . . . . . . 47,210 40,038 31,281
Trading account profits . . . . . . . . . 34 3,740 2,714
Securities gains (losses), net . . . . . (473) 15,375 12,274
Other . . . . . . . . . . . . . . . . . . 36,178 17,705 22,916
-------- -------- --------
Total fee revenue-other . . . . . . $263,628 $205,646 $157,503
======== ======== ========
NOTE L-OPERATING EXPENSES-OTHER
The Other category of operating expenses consisted of the following for the
years ended December 31:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
--------------------------------------------------------------------------------
Contract services . . . . . . . . . . . . $ 87,830 $ 64,080 $ 45,364
Professional services . . . . . . . . . . 47,517 35,358 30,120
Advertising and sales promotion . . . . . 22,966 18,672 15,079
Telecommunications . . . . . . . . . . . 21,016 21,326 18,119
Postage, forms and supplies . . . . . . . 19,948 17,927 16,847
FDIC and other insurance . . . . . . . . 18,982 17,263 16,906
Operating and processing losses . . . . . 179 4,745 6,965
Other . . . . . . . . . . . . . . . . . . 44,400 42,776 36,922
-------- -------- --------
Total operating expenses-other . . . . . $262,838 $222,147 $186,322
======== ======== ========
NOTE M-QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a tabulation of the unaudited quarterly results of
operations:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
(In thousands, except 1994 QUARTERS 1993 Quarters
per share data) FOURTH THIRD SECOND FIRST Fourth Third Second First
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest revenue .......... $275,102 $235,562 $202,077 $191,992 $186,832 $176,820 $171,831 $163,385
Interest expense .......... 181,200 142,572 110,507 103,262 103,959 93,823 96,336 87,137
-------- -------- -------- -------- -------- -------- -------- --------
Net interest revenue .... 93,902 92,990 91,570 88,730 82,873 82,997 75,495 76,248
Provision for loan losses . 2,058 3,159 3,182 3,170 2,880 2,880 2,880 2,680
-------- -------- -------- -------- -------- -------- -------- --------
Net interest revenue
after provision for
loan losses ........... 91,844 89,831 88,388 85,560 79,993 80,117 72,615 73,568
Fee revenue ............... 247,697 244,002 240,609 248,720 222,670 211,432 205,306 194,007
-------- -------- -------- -------- -------- -------- -------- --------
Total revenue ........... 339,541 333,833 328,997 334,280 302,663 291,549 277,921 267,575
Operating expenses ........ 258,507 254,330 250,474 253,090 229,100 218,425 211,609 203,119
-------- -------- -------- -------- -------- -------- -------- --------
Income before
income taxes .......... 81,034 79,503 78,523 81,190 73,563 73,124 66,312 64,456
Income taxes .............. 27,768 27,687 27,482 29,900 25,879 26,851 23,095 21,801
-------- -------- -------- -------- -------- -------- -------- --------
Net Income .............. $ 53,266 $ 51,816 $ 51,041 $ 51,290 $ 47,684 $ 46,273 $ 43,217 $ 42,655
======== ======== ======== ======== ======== ======== ======== ========
Earnings Per Share:
Primary ................. $ .70 $ .67 $ .66 $ .67 $ .62 $ .61 $ .57 $ .56
Fully diluted ........... .69 .67 .66 .66 .62 .60 .56 .55
Average Shares Outstanding:
Primary ................. 76,879 76,985 76,882 76,677 76,399 76,167 76,046 76,749
Fully diluted ........... 77,464 77,571 77,540 77,374 77,224 77,141 77,120 77,851
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE N - EMPLOYEE BENEFIT PLANS
State Street and its U.S. subsidiaries participate in a noncontributory
cash balance defined benefit plan covering employees based on age and service.
The plan provides individual account accumulations that are increased annually
based on salary, service and interest credits. State Street uses the projected
unit credit method as its actuarial valuation method. It is State Street's
funding policy to contribute annually the maximum amount that can be deducted
for Federal income tax purposes. Employees in non-U.S. offices participate in
local plans, and the cost of these plans is not material.
The following table sets forth the primary plan's funded status, actuarial
assumptions and amounts recognized in the consolidated financial statements as
of and for the years ended December 31:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Accumulated benefit obligation:
Vested ..................................................................... $ 91,706 $ 91,186 $ 77,331
Nonvested .................................................................. 9,184 10,527 9,075
Additional benefits based on estimated future salary levels .................. 17,003 12,465 10,738
--------- --------- ---------
Projected benefit obligation ............................................. 117,893 114,178 97,144
Plan assets at fair value, primarily listed stocks and fixed income securities 156,769 162,690 148,102
--------- --------- ---------
Excess of plan assets over projected benefit obligation .................. 38,876 48,512 50,958
Unrecognized net asset at transition being amortized over 17.2 years ......... (17,844) (19,771) (21,699)
Unrecognized net (gain) loss ................................................. 2,937 (3,152) (4,291)
Unrecognized prior service cost .............................................. (3,499) (3,770) (4,042)
--------- --------- ---------
Total prepaid pension expense included in other assets ................... $ 20,470 $ 21,819 $ 20,926
========= ========= =========
Pension expense (income) included the following components:
Service cost-benefits earned during period ................................. 11,392 $ 10,030 $ 9,423
Interest cost on projected benefit obligation .............................. 8,253 6,142 6,812
Actual return on plan assets ............................................... (3,076) (22,874) (8,306)
Net amortization and deferral .............................................. (15,220) 5,809 (9,951)
--------- --------- ---------
Total pension expense (income) ........................................... $ 1,349 $ (893) $ (2,022)
========= ========= =========
Actuarial assumptions:
Discount rate used to determine benefit obligation ......................... 8.75% 7.50% 8.50%
Rate of increase in future compensation level .............................. 5.00% 5.00% 5.00%
Expected long-term rate of return on plan assets ........................... 10.25% 10.25% 10.25%
</TABLE>
State Street has an unfunded, non-qualified supplemental retirement plan
that provides certain officers with defined pension benefits in excess of limits
imposed by Federal tax law. At December 31, 1994, 1993 and 1992, the projected
benefit obligation of this plan was $5,168,000, $2,790,000 and $2,174,000, and
the related pension expense was $436,000, $430,000 and $95,000, respectively.
Total pension expense for all plans was $4,546,000, $2,050,000 and $424,000
for 1994, 1993 and 1992, respectively.
Employees of State Street Bank and certain subsidiaries with one or more
years of service are eligible to contribute a portion of their pre-tax salary to
a 401(k) Salary Savings Plan. State Street matches a portion of these
contributions, and the related expenses were $6,442,000, $5,942,000 and
$4,796,000 for 1994, 1993 and 1992, respectively.
State Street Bank and certain subsidiaries provide health care and life
insurance benefits for retired employees. In 1993, Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other than Pension," was adopted. This statement requires that the costs
associated with providing postretirement benefits be accrued during the active
service periods of the employee, rather than expensing these costs as paid.
State Street has elected to amortize the accumulated postretirement benefit
obligation (APBO), which at the date of adoption was $22,100,000, over a 20-year
period. State Street continues to fund medical and life insurance benefit costs
on a pay-as-you go basis. In previous years, the cost of these benefits was
expensed as claims were paid and was not material.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE N - EMPLOYEE BENEFIT PLANS (CONTINUED)
The following table sets forth the financial status of the plan and amounts
recognized in the consolidated financial statements as of and for the years
ended December 31:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993
--------------------------------------------------------------------------------
Accumulated postretirement benefit obligation:
Retirees ........................................... $ 6,768 $ 5,553
Fully eligible active employees .................... 5,204 5,333
Other active employees ............................. 11,668 16,383
-------- --------
APBO ............................................. 23,640 27,269
Unrecognized transition obligation ................. (19,864) (20,968)
Unrecognized net gain (loss) ....................... 3,775 (2,969)
-------- --------
Accrued postretirement benefit cost .............. $ 7,551 $ 3,332
======== ========
Postretirement expense included the following components:
Service cost-benefits earned during the period ..... $ 1,887 $ 1,491
Interest cost on APBO .............................. 2,122 1,835
Net amortization and deferral ...................... 1,202 1,104
-------- --------
Total postretirement expense ..................... $ 5,211 $ 4,430
======== ========
The discount rate used in determining the APBO was 8.75% and 7.5 0% for
1994 and 1993, respectively. The assumed health care cost trend rate used in
measuring the APBO was 12% in 1995, declining to 6% by 2001, and remaining at 6%
thereafter. If the health care trend rate assumptions were increased by 1%, the
APBO, as of December 31, 1994, would have increased by 8%, and the aggregate of
service and interest cost for 1994 would have increased by 8%.
NOTE O - INCOME TAXES
The provision for income taxes includes deferred income taxes arising as a
result of reporting certain items of revenue and expense in different years for
tax and financial reporting purposes. In 1993, State Street adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
prescribes the liability method of accounting for income taxes. The impact of
the adoption in 1993 was not material.
The provision for income taxes included in the Consolidated Statement of
Income consisted of the following:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
--------------------------------------------------------------------------------
Current:
Federal ........................... $ 20,618 $21,060 $30,643
State ............................. 21,245 17,652 19,799
Foreign ........................... 24,945 16,456 10,893
-------- ------- -------
Total current ................... 66,808 55,168 61,335
-------- ------- -------
Deferred:
Federal ........................... 33,784 28,514 24,420
State ............................. 12,245 13,944 10,363
-------- ------- -------
Total deferred .................. 46,029 42,458 34,783
-------- ------- -------
Total income taxes .............. $112,837 $97,626 $96,118
======== ======= =======
Current and deferred taxes for 1993 and 1992 have been reclassified to
reflect the tax returns as actually filed. Income tax benefits of $4,949,000,
$3,603,000 and $5,570,000 in 1994, 1993 and 1992, respectively, related to
certain employee stock option exercises and $39,895,000 related to the
mark-to-market adjustment of the securities portfolio in 1994 were recorded
directly to stockholders' equity and are not included in the table above. Income
tax expense (benefit) related to net securities gains (losses) were $(204,000),
$6,634,000 and $5,118,000 for 1994, 1993 and 1992, respectively.
Pre-tax income attributable to operations located outside the United States
was $75,655,000, $51,823,000 and $34,723,000 in 1994, 1993 and 1992,
respectively.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE O - INCOME TAXES (CONTINUED)
Significant components of the deferred tax liabilities and assets at
December 31 were as follows:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993
--------------------------------------------------------------------------------
Deferred tax liabilities:
Lease financing transactions ................... $ 266,304 $ 211,027
Depreciation, net .............................. 6,672 7,270
Prepaid pension expense ........................ 8,109 9,110
Investment securities .......................... 8,486 9,454
Other .......................................... 7,778 7,321
-------- ---------
Total deferred tax liabilities ............... 297,349 244,182
-------- ---------
Deferred tax assets:
Operating expenses ............................. 30,355 29,220
Alternative minimum tax credit ................. 32,256 14,611
Allowance for loan losses ...................... 24,176 22,527
Other .......................................... 10,118 7,572
-------- ---------
Total deferred tax assets .................... 96,905 73,930
Valuation allowance for deferred tax assets ...... (4,429) (3,228)
-------- ---------
Net deferred tax assets ...................... 92,476 70,702
-------- ---------
Net deferred tax liabilities ................. $ 204,873 $ 173,480
======== =========
At December 31, 1994, State Street had non-U.S. carryforward tax losses of
$12,543,000 and U.S. tax credit carryforwards of $32,256,000. If not utilized,
$6,472,000 of the losses will expire in the years 1997-2000. The credits and the
remaining losses carry over indefinitely.
The provision for deferred income taxes for the year ended December 31,
1992 was $34,783,000, primarily relating to lease financing transactions.
A reconciliation of the differences between the U.S. statutory income tax
rate and the effective tax rates based on income before taxes is as follows:
--------------------------------------------------------------------------------
1994 1993 1992
--------------------------------------------------------------------------------
U.S. Federal income tax rate .................. 35.0% 35.0% 34.0%
Changes from statutory rate resulting from:
State taxes, net of Federal benefit ......... 6.9 7.1 7.8
Tax-exempt interest revenue, net
of disallowed interest .................... (3.7) (3.6) (3.1)
Tax credits ................................. (2.5) (3.6) (1.6)
Other, net .................................. (.5) .3 .4
---- ---- ----
Effective tax rate ............................ 35.2% 35.2% 37.5%
==== ==== ====
NOTE P-CONTINGENT LIABILITIES
State Street provides custody, accounting and information services to
mutual fund, master trust/master custody/global custody, corporate trust and
defined contribution plan customers; and investment management services to
institutions and individuals. Assets under custody and management, held by State
Street in a fiduciary or custody capacity, are not included in the Consolidated
Statement of Condition since such items are not assets of State Street.
Management conducts regular reviews of its responsibilities for these services
and considers the results in preparing its financial statements. In the opinion
of management, there are no contingent liabilities at December 31, 1994 that
would have a material adverse effect on State Street's financial position or
results of operations.
State Street is subject to pending and threatened legal actions that arise
in the normal course of business. In the opinion of management, after discussion
with counsel, these can be successfully defended or resolved without a material
adverse effect on State Street's financial position or results of operations.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE Q - CASH, DIVIDEND, LOAN AND OTHER RESTRICTIONS
During 1994, subsidiary banks of State Street were required by the Federal
Reserve Bank to maintain average reserve balances of $268,783,000.
State Street's principal source of funds for the payment of cash dividends
to stockholders is from dividends paid by State Street Bank. Federal and state
banking regulations place certain restrictions on dividends paid by subsidiary
banks to State Street. At December 31, 1994, State Street Bank had $426,554,000
of retained earnings available for distribution to State Street in the form of
dividends.
The Federal Reserve Act requires that extensions of credit by State Street
Bank to certain affiliates, including State Street, be secured by specific
collateral, that the extension of credit to any one affiliate be limited to 10%
of capital and surplus (as defined), and that extensions of credit to all such
affiliates be limited to 20% of capital and surplus.
At December 31, 1994, consolidated retained earnings included $8,784,000
representing undistributed earnings of 50%-owned affiliates.
State Street has a committed line of credit amounting to $50,000,000 to
support its commercial paper program.
NOTE R - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS, INCLUDING DERIVATIVES
State Street uses various off-balance sheet financial instruments,
including derivatives, to satisfy the financing and risk management needs of
customers, to manage interest-rate and currency risk and to conduct trading
activities. In general terms, derivative instruments are contracts or agreements
whose value can be derived from interest rates, currency exchange rates and
financial indices. Derivative instruments include forwards, futures, swaps,
options and other instruments with similar characteristics. These instruments
generate fee, interest or trading revenue. Associated with these instruments are
market and credit risks that could expose State Street to potential losses.
Market risk relates to the possibility that financial instruments may
change in value due to future fluctuations in market prices. There may be
considerable day-to-day variation in market-risk exposure because of changing
expectations of future currency values or interest rates. State Street actively
manages its market-risk exposure.
Credit risk relates to the possibility that a loss may occur from the
failure of another party to perform according to the terms of a contract. The
credit risk associated with off-balance sheet financial instruments is managed
in conjunction with State Street's balance sheet activities. State Street
minimizes its credit risk by performing credit reviews of counterparties or by
conducting activities through organized exchanges. Historically, credit losses
with respect to these instruments have been immaterial.
State Street uses derivative financial instruments in trading and balance
sheet management activities. The objectives of trading activities are to act as
an intermediary in arranging transactions for customers and to assume positions
in interest rate or foreign currency markets based upon expectations of future
market movements. The objective of balance sheet management activities is to
utilize derivatives in minimizing the risk inherent in State Street's asset and
liability structure from interest rate and currency exchange movements.
The following table summarizes the contractual or notional amounts of
derivative financial instruments held or issued by State Street at December 31:
--------------------------------------------------------------------------------
(Dollars in millions) 1994 1993
--------------------------------------------------------------------------------
TRADING:
Interest rate contracts:
Swap agreements ............................ $ 109 $ 71
Options and caps purchased ................. 13 15
Options and caps written ................... 25 35
Futures sold ............................... 335 541
Options on futures written ................. 225
Foreign exchange contracts:
Forward, swap and spot ..................... 43,126 36,179
Options purchased .......................... 40 6
BALANCE SHEET MANAGEMENT:
Interest rate contracts:
Swap agreements ............................ 146 87
Futures sold ............................... 150
Foreign exchange contracts ................... 83 53
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE R - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS, INCLUDING DERIVATIVES
(CONTINUED)
Interest rate contracts involve an agreement with a counterparty to
exchange cash flows based on the movement of an underlying interest rate index.
A swap agreement involves the exchange of a series of interest payments, either
at a fixed or variable rate, based upon the notional amount without the exchange
of the underlying principal amount. An option contract provides the purchaser,
for a premium, the right but not the obligation to buy or sell the underlying
financial instrument at a set price at or during a specified period. A futures
contract is a commitment to buy or sell at a future date a financial instrument
at a contracted price and may be settled in cash or through the delivery of the
contracted instrument.
Foreign exchange contracts involve an agreement to exchange the currency of
one country for the currency of another country at an agreed upon rate and
settlement date. Foreign exchange contracts consist of swap agreements, and
forward and spot contracts.
State Street's exposure from these interest rate and foreign exchange
contracts results from the possibility that one party may default on its
contractual obligation or from movements in exchange or interest rates. Credit
risk is limited to the positive market value of the derivative financial
instrument, which is significantly less than the notional value. The notional
value provides the basis for determining the exchange of contractual cash flows.
The exposure to credit loss can be estimated by calculating the cost on a
present value basis to replace at current market rates all profitable contracts
at year-end. The estimated aggregate replacement cost of derivative financial
instruments in a net positive position was $413 million at December 31, 1994.
FINANCIAL INSTRUMENTS HELD OR ISSUED FOR TRADING
The following table represents the fair value of financial instruments held
or issued for trading purposes as of December 31, 1994 and the average fair
values of those instruments for the year ended December 31, 1994. The following
amounts have been reduced by offsetting balances with the same counterparty
where a master netting agreement exists:
--------------------------------------------------------------------------------
Average
(Dollars in millions) Fair value Fair value
--------------------------------------------------------------------------------
Foreign exchange contracts:
Contracts in a receivable position ................. $298 $376
Contracts in a payable position .................... 288 360
Other financial instrument contracts:
Contracts in a receivable position ................. 2 1
Contracts in a payable position .................... 2 1
State Street is an active participant in the global foreign exchange market
in support of a large institutional customer base engaged in international
investing. Trading is conducted through seven treasury centers located in major
financial centers throughout the world serving the needs of investment managers
and their customers in the region. State Street operates in the spot and forward
markets in over 30 currencies today as investors expand their horizons. State
Street is also active in the foreign exchange interbank market where it trades
with approximately 300 counterparty banks globally to facilitate customer
transactions.
State Street Bank uses interest rate futures and, to a lesser extent,
options on interest rate futures, to minimize the impact of the market valuation
of a portion of the bank's trading securities portfolio and to take positions on
interest rate movements.
Foreign exchange contracts and other contracts used in trading activities
are carried at fair value. The fair value of the instruments is recorded in the
balance sheet as part of other assets or other liabilities. Net trading gains
recognized in other fee revenue related to foreign exchange contracts totaled
$114 million and for other financial instrument contracts totaled $1 million in
1994. Future cash requirements, if any, related to foreign currency contracts
are represented by the gross amount of currencies to be exchanged under each
contract unless State Street and the counterparty have agreed to pay or receive
the net contractual settlement amount on the settlement date. Future cash
requirements on other financial instruments are limited to the net amounts
payable under the agreements.
FINANCIAL INSTRUMENTS HELD OR ISSUED FOR BALANCE SHEET MANAGEMENT
State Street enters into various interest rate and foreign exchange
contracts in managing its balance sheet risk. State Street utilizes interest
rate swaps to manage interest rate risk and foreign exchange contracts to
minimize currency translation risk. At December 31, 1994, interest rate
derivative contracts were being used to convert short-term floating rate
liabilities into longer term fixed rate liabilities corresponding to long-term
balance sheet assets. Income or expense on financial instruments used to manage
interest rate exposure is recorded on an accrual basis as an adjustment to the
yield of the related interest-earning asset or interest-bearing liability over
the period covered by the contracts.
Foreign exchange contracts at December 31, 1994, are utilized to minimize
the exposure to currency loss from balance sheet investments denominated in
foreign currencies. The foreign exchange contracts and the currency translation
of the investment are marked to market, and the unrealized gain or loss is
recorded in other fee revenue.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE R - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS, INCLUDING DERIVATIVES
(CONTINUED)
CREDIT-RELATED FINANCIAL INSTRUMENTS
Credit-related financial instruments include commitments to extend credit,
standby letters of credit, letters of credit and indemnified securities lent.
The maximum credit risk associated with credit-related financial instruments is
measured by the contractual amounts of these instruments.
The following is a summary of the contractual amount of State Street's
credit-related, off-balance sheet financial instruments at December 31:
--------------------------------------------------------------------------------
(Dollars in millions) 1994 1993
--------------------------------------------------------------------------------
Loan commitments ............................. $ 2,536 $ 2,356
Standby letters of credit .................... 929 799
Letters of credit ............................ 168 140
Indemnified securities lent .................. 22,300 12,432
In conjunction with its lending activities, State Street enters into
various commitments to extend credit and issues letters of credit. Loan
commitments (unfunded loans and unused lines of credit), standby letters of
credit and letters of credit are issued to accommodate the financing needs of
State Street's customers. Loan commitments are essentially agreements by State
Street to lend monies at a future date, so long as there are no violations of
any conditions established in the agreement. Standby letters of credit and
letters of credit commit State Street to make payments on behalf of customers
when certain specified events occur.
These loan and letter-of-credit commitments are subject to the same credit
policies and reviews as loans on the balance sheet. Collateral, both the amount
and nature, is obtained based upon management's assessment of the credit risk.
Approximately 70% of the loan commitments expire in one year or less from the
date of issue. Since many of the extensions of credit are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.
On behalf of its customers, State Street lends their securities to
creditworthy brokers and other institutions. In certain circumstances, State
Street indemnifies its customers for the fair market value of those securities
against a failure of the borrower to return such securities. State Street
requires the borrowers to provide collateral in an amount equal to or in excess
of 102% of the fair market value of the securities borrowed. The borrowed
securities are revalued daily to determine if additional collateral is
necessary. State Street held as collateral, cash and U.S. Government securities
totaling $23.3 billion and $12.8 billion for indemnified securities at December
31, 1994 and 1993, respectively.
NOTE S-FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accounting Standards No. 107 requires the calculation and
disclosure of the fair value of financial instruments. State Street uses the
following methods to estimate the fair value of financial instruments.
For financial instruments that have quoted market prices, those quotes were
used to determine fair value. Financial instruments that have no defined
maturity, have a remaining maturity of 180 days or less, or reprice frequently
to a market rate, are assumed to have a fair value that approximates reported
book value, after taking into consideration any applicable credit risk. If no
market quotes were available, financial instruments were valued by discounting
the expected cash flow(s) using an estimated current market interest rate for
the financial instrument. For off-balance sheet derivative instruments, fair
value is estimated as the amounts that State Street would receive or pay to
terminate the contracts at the reporting date, taking into account the current
unrealized gains or losses on open contracts.
The short maturity of State Street's assets and liabilities results in
having a significant number of financial instruments whose fair value equals or
closely approximates reported balance sheet value. Such financial instruments
are reported in the following balance sheet captions: Cash and due from banks;
Interest-bearing deposits with banks; Securities purchased under resale
agreements and securities borrowed; Federal funds sold; Deposits; Federal funds
purchased; Securities sold under repurchase agreements; and Other short-term
borrowings. Fair value of trading activities equals its balance sheet value. In
1994, the fair value of interest rate contracts used for balance sheet
management would be a receivable of $6 million; in 1993, the fair value of such
interest rate contracts would be a payable of $1 million. There is no cost for
loan commitments.
The reported value and fair value for other balance sheet captions at
December 31 are as follows:
--------------------------------------------------------------------------------
1994 1993
REPORTED FAIR Reported Fair
(Dollars in millions) VALUE VALUE Value Value
--------------------------------------------------------------------------------
Investment securities
Held to maturity ................. $5,187 $5,058 $4,484 $4,507
Available for sale ............... 3,227 3,227 1,217 1,222
Net loans (excluding leases) ....... 2,723 2,717 2,300 2,301
Notes payable ...................... 150 150
Long-term debt ..................... 128 113 129 133
<PAGE>
NOTES TO FINANCIAL STATEMENTS
State Street Boston Corporation
NOTE T-FOREIGN ACTIVITIES
Foreign activities, as defined by the Securities and Exchange Commission,
are considered to be those revenue-producing assets and transactions that arise
from customers domiciled outside the United States.
Due to the nature of the Corporation's business, it is not possible to
segregate precisely domestic and foreign activities. The determination of
earnings attributable to foreign activities requires internal allocations for
resources common to foreign and domestic activities. Subjective judgments have
been used to arrive at these operating results for foreign activities. Interest
expense allocations are based on the average cost of short-term domestic
borrowed funds. Allocations for operating expenses and certain administrative
costs are based on services provided and received.
The following data relates to foreign activities, based on the domicile
location of customers, for the years ended and as of December 31:
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
--------------------------------------------------------------------------------
Condensed Statement of Income:
Interest revenue ........................ $ 308,997 $ 226,213 $ 264,589
Interest expense ........................ 223,001 158,392 209,094
---------- ---------- ----------
Net interest revenue .................. 85,996 67,821 55,495
Provision for loan losses ............... 2,084 1,073 467
Fee revenue ............................. 180,851 129,942 107,350
---------- ---------- ----------
Total revenue ......................... 264,763 196,690 162,378
Operating expenses ...................... 187,409 140,492 117,887
---------- ---------- ----------
Net income before taxes ............... 77,354 56,198 44,491
Income taxes ............................ 31,819 22,171 20,380
---------- ---------- ----------
Net Income ............................ $ 45,535 $ 34,027 $ 24,111
========== ========== ==========
Assets:
Interest-bearing deposits with banks .... $4,847,019 $5,148,201 $4,803,196
Loans and other assets .................. 784,817 645,579 253,896
---------- ---------- ----------
Total Assets .......................... $5,631,836 $5,793,780 $5,057,092
========== ========== ==========
NOTE U-FINANCIAL STATEMENTS OF STATE STREET BOSTON CORPORATION (PARENT ONLY)
Statement of Income
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
--------------------------------------------------------------------------------
Dividends from bank subsidiary .......... $ 37,500 $ 46,400 $ 28,500
Dividends and interest revenue .......... 6,793 4,228 5,208
Fee revenue ............................. 201
--------- --------- ---------
Total revenue ........................ 44,293 50,628 33,909
Interest on commercial paper ........... 3,458
Interest on long-term debt .............. 6,370 7,276 6,926
Other expenses .......................... 1,198 1,678 1,543
--------- --------- ---------
Total expenses ........................ 11,026 8,954 8,469
Income tax benefit ...................... (1,483) (1,873) (1,544)
--------- --------- ---------
Income before equity in undistributed
income of subsidiaries .............. 34,750 43,547 26,984
Equity in undistributed income of
subsidiaries and affiliate:
Consolidated bank ..................... 161,402 132,688 132,464
Consolidated nonbank .................. 6,776 1,528 791
Unconsolidated affiliate .............. 4,485 2,066 204
--------- --------- ---------
172,663 136,282 133,459
--------- --------- ---------
Net Income .......................... $ 207,413 $ 179,829 $ 160,443
========== ========= =========
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STATE STREET BOSTON CORPORATION
NOTE U-FINANCIAL STATEMENTS OF STATE STREET BOSTON CORPORATION (PARENT ONLY)
(CONTINUED)
Statement of Condition
--------------------------------------------------------------------------------
(Dollars in thousands) December 31, 1994 1993
--------------------------------------------------------------------------------
Assets
Cash and due from banks ............................ $ 328 $ 454
Interest-bearing deposits with bank subsidiary ..... 182,831
Securities purchased under resale agreements ....... 65,068
Available-for-sale securities ...................... 9,788 35,030
Investment in consolidated subsidiaries:
Bank ............................................. 1,208,913 1,067,080
Nonbank .......................................... 51,875 39,940
Investment in unconsolidated affiliate ............. 15,449 11,364
Capital notes of bank subsidiary ................... 18,211
Notes receivable from nonbank subsidiaries ......... 5,958 7,687
Other assets ....................................... 10,292 2,383
---------- ----------
Total Assets ................................... $1,485,434 $1,247,217
========== ==========
Liabilities
Commercial paper ................................... $ 135,411 $
Accrued taxes and other expenses ................... 3,467 27,985
Other liabilities .................................. 12,236 10,624
Long-term debt ..................................... 103,030 103,634
---------- ----------
Total Liabilities .............................. 254,144 142,243
Stockholders' Equity ............................... 1,231,290 1,104,974
---------- ----------
Total Liabilities and Stockholders' Equity ..... $1,485,434 $1,247,217
========== ==========
STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
(Dollars in thousands) 1994 1993 1992
--------------------------------------------------------------------------------
Operating Activities
Net income .............................. $ 207,413 $ 179,829 $ 160,443
Equity in undistributed income of
subsidiaries and affiliate ............ (172,663) (136,282) (133,459)
Other, net .............................. (21,448) 5,403 8,273
--------- -------- --------
Net Cash Provided by Operating
Activities ........................... 13,302 48,950 35,257
Investing Activities
Net (payments for) proceeds from:
Investment in bank subsidiary ......... (4,289) (40,500)
Investment in nonbank subsidiary ...... (1,000) (1,000)
Securities purchased under resale
agreement ........................... 65,068 (36,491) 37,774
Purchase of available-for-sale
securities .......................... (9,985)
Maturity of available-for-sale
securities .......................... 35,000
Interest bearing deposits with banks .. (182,810) (5,135)
Notes receivable from nonbank
subsidiaries ........................ (2,342) (2,248) 500
Other, net ............................ 413 400 (548)
--------- -------- --------
Net Cash Used by Investing
Activities ........................ (99,945) (39,339) (7,909)
Financing Activities
Net proceeds from commercial paper ...... 135,805
Proceeds from issuance of long-term debt 99,025
Payment of long-term debt ............... (9,685) (75,000)
Proceeds from issuance of common stock .. 6,228 6,035 5,810
Payments for cash dividends ............. (45,831) (39,297) (33,293)
--------- -------- --------
Net Cash Provided (Used) by
Financing Activities ................. 86,517 (9,237) (27,483)
--------- -------- --------
Net Increase (Decrease) ............... (126) 374 (135)
--------- -------- --------
Cash and due from banks at
beginning of period ................. 454 80 215
--------- -------- --------
Cash and Due from Banks at End
of Period ........................... $ 328 $ 454 $ 80
========= ======== ========
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Stockholders and Board of Directors
State Street Boston Corporation
We have audited the accompanying consolidated statements of condition of
State Street Boston Corporation as of December 31, 1994 and 1993, and the
related consolidated statements of income, cash flows and changes in
stockholders' equity for each of the three years in the period ended December
31, 1994. These financial statements are the responsibility of the Corporation'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 consolidated financial position of State Street
Boston Corporation at December 31, 1994 and 1993, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.
As discussed in Note A to the financial statements, in 1994 the Corporation
changed its method of accounting for certain investments in debt and equity
securities in accordance with Statement of Financial Accounting Standards No.
115.
Ernst & Young LLP
Boston, Massachusetts
January 11, 1995,
except for Note B, as to which the date is
January 31, 1995.
<PAGE>
SUPPLEMENTAL FINANCIAL DATA
State Street Boston Corporation
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
CONDENSED AVERAGE STATEMENT OF CONDITION WITH NET INTEREST REVENUE ANALYSIS
(TAXABLE EQUIVALENT BASIS) 1994 1993
------------------------------------------------------------------------------------------------------------------------------------
AVERAGE AVERAGE Average Average
(Dollars in millions) BALANCE INTEREST RATE Balance Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits with banks ............... $5,182 $209.4 4.04% $5,022 $201.6 4.01%
Securities purchased under resale agreements and
securities borrowed .............................. 3,079 131.2 4.26 3,255 102.4 3.14
Federal funds sold ................................. 301 12.9 4.29 413 12.6 3.06
Trading account assets ............................. 480 24.3 5.06 369 15.6 4.21
Investment securities:
U.S. Treasury and Federal agencies ............... 3,287 177.8 5.41 2,077 119.5 5.75
State and political subdivisions ................. 1,088 55.4 5.09 683 37.8 5.54
Other investments ................................ 2,366 127.6 5.41 1,827 97.4 5.33
------ ------ ------ -----
Total investment securities .................... 6,741 360.8 5.35 4,587 254.7 5.55
Loans:
Commercial and financial ......................... 2,304 119.3 5.18 1,865 89.8 4.81
Real estate ...................................... 96 7.3 7.57 97 6.8 6.97
Consumer ......................................... 43 3.3 7.72 53 3.6 6.81
Foreign .......................................... 586 37.6 6.41 282 16.4 5.82
Lease financing .................................. 372 22.2 5.98 279 15.7 5.61
------ ------ ------ -----
Total loans .................................... 3,401 189.7 5.58 2,576 132.3 5.14
------ ------ ------ -----
TOTAL INTEREST-EARNING ASSETS .................. 19,184 928.3 4.84 16,222 719.2 4.43
Cash and due from banks ............................ 1,195 911
Allowance for loan losses .......................... (58) (58)
Premises and equipment ............................. 462 435
Customers' acceptance liability .................... 30 33
Other assets ....................................... 1,090 626
------ ------
TOTAL ASSETS ..................................... $21,903 $18,169
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
Savings .......................................... $1,874 54.9 2.93 $2,167 52.2 2.41
Time ............................................. 119 4.2 3.52 157 4.5 2.88
Foreign .......................................... 7,392 215.8 2.92 4,954 146.1 2.95
------ ------ ------ -----
Total interest-bearing deposits ................ 9,385 274.9 2.93 7,278 202.8 2.79
Federal funds purchased ............................ 411 16.0 3.90 741 21.0 2.84
Securities sold under repurchase agreements ........ 4,927 201.0 4.08 4,134 119.4 2.89
Other short-term borrowings ........................ 563 24.8 4.40 216 8.2 3.78
Notes payable ...................................... 258 12.0 4.64 511 19.9 3.90
Long-term debt ..................................... 128 8.6 6.73 122 10.0 8.19
------ ------ ------ -----
TOTAL INTEREST-BEARING LIABILITIES ............. 15,672 537.3 3.43 13,002 381.3 2.93
------ ------ ----- ----
Noninterest-bearing deposits ....................... 4,155 3,623
Acceptances outstanding ............................ 30 34
Other liabilities .................................. 864 477
Stockholders' equity ............................... 1,182 1,033
------ ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..... $21,903 $18,169
====== ======
Net interest revenue ........................... $391.0 $337.9
====== ======
Excess of rate earned over rate paid ........... 1.41% 1.50%
===== =====
NET INTEREST MARGIN <F1> ....................... 2.04% 2.08%
===== =====
<PAGE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
CONDENSED AVERAGE STATEMENT OF CONDITION WITH NET INTEREST REVENUE ANALYSIS
(TAXABLE EQUIVALENT BASIS) 1992 1991 1990
------------------------------------------------------------------------------------------------------------------------------------
Average Average Average Average Average Average
(Dollars in millions) Balance Interest Rate Balance Interest Rate Balance Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits with banks ............ $5,102 $257.7 5.05% $3,646 $262.1 7.19% $2,733 $252.7 9.25%
Securities purchased under resale agreements
and securities borrowed ....................... 2,603 97.6 3.75 913 51.4 5.63 246 20.0 8.12
Federal funds sold .............................. 330 11.6 3.51 305 17.8 5.83 470 38.2 8.14
Trading account assets .......................... 226 10.1 4.45 152 11.9 7.80 129 12.5 9.60
Investment securities:
U.S. Treasury and Federal agencies ............ 1,703 115.7 6.80 1,417 115.6 8.16 1,634 138.4 8.47
State and political subdivisions .............. 376 29.0 7.72 378 34.4 9.09 338 32.1 9.51
Other investments ............................. 1,444 87.9 6.09 1,212 100.8 8.32 776 70.8 9.13
------ ------ ------ ------ ----- ------ -----
Total investment securities ................. 3,523 232.6 6.60 3,007 250.8 8.34 2,748 241.3 8.78
Loans:
Commercial and financial ...................... 1,556 87.7 5.64 1,583 124.7 7.88 1,590 152.0 9.56
Real estate ................................... 114 8.1 7.11 144 12.2 8.47 216 20.2 9.35
Consumer ...................................... 66 5.0 7.65 90 9.3 10.39 521 82.5 15.85
Foreign ....................................... 117 7.1 6.08 87 6.5 7.43 100 8.6 8.58
Lease financing ............................... 217 10.5 4.84 204 9.9 4.84 194 10.3 5.31
------ ------ ------ ------ ----- ------ -----
Total loans ................................. 2,070 118.4 5.72 2,108 162.6 7.72 2,621 273.6 10.44
------ ------ ------ ------ ----- ------ -----
TOTAL INTEREST-EARNING ASSETS ............... 13,854 728.0 5.26 10,131 756.6 7.47 8,947 838.3 9.37
Cash and due from banks ......................... 819 775 743
Allowance for loan losses ....................... (67) (64) (56)
Premises and equipment .......................... 359 269 198
Customers' acceptance liability ................. 52 61 33
Other assets .................................... 485 402 368
------ ------ -----
TOTAL ASSETS ................................ $15,502 $11,574 $10,233
====== ====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
Savings ....................................... $2,154 68.0 3.16 $ 1,819 94.9 5.22 $ 1,370 96.8 7.05
Time .......................................... 162 6.3 3.86 307 18.5 6.00 347 28.1 8.10
Foreign ....................................... 3,955 174.6 4.42 2,648 173.4 6.55 2,223 189.3 8.52
------ ------ ---- ------ ----- ----- ------ -----
Total interest-bearing deposits ............. 6,271 248.9 3.97 4,774 286.8 6.01 3,940 314.2 7.97
Federal funds purchased ......................... 919 30.8 3.35 837 45.9 5.48 828 65.6 7.93
Securities sold under repurchase agreements ..... 3,290 112.4 3.42 1,766 89.8 5.08 1,703 128.4 7.54
Other short-term borrowings ..................... 194 8.3 4.27 156 8.3 5.29 125 9.1 7.28
Notes payable ................................... 389 18.4 4.74 234 20.3 8.69 200 19.4 9.72
Long-term debt .................................. 146 13.3 9.10 146 13.2 9.04 114 10.0 8.70
------ ------ ------ -----
TOTAL INTEREST-BEARING LIABILITIES 11,209 432.1 3.85 7,913 464.3 5.87 6,910 546.7 7.91
------ ---- ----- ---- ------ -----
Noninterest-bearing deposits .................... 2,952 2,460 2,301
Acceptances outstanding ......................... 52 61 33
Other liabilities ............................... 402 367 342
Stockholders' equity ............................ 887 773 647
------ ------ -----
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .. $15,502 $11,574 $10,233
====== ====== =====
Net interest revenue ........................ $295.9 $292.3 291.6
====== ====== =====
Excess of rate earned over rate paid ........ 1.41% 1.60% 1.46%
===== ===== =====
NET INTEREST MARGIN<F1> ..................... 2.14% 2.89% 3.26%
===== ===== =====
<FN>
<F1> Net interest margin is taxable equivalent net interest revenue divided by
average interest-earning assets.
</TABLE>
EXHIBIT 21.1
SUBSIDIARIES OF STATE STREET BOSTON CORPORATION
The following table sets forth the name of each subsidiary and the state or
other jurisdiction of its organization. Certain subsidiaries of State Street
have been ommitted in accordance with the SEC rules because, when considered in
the aggregate, they did not constitute a "significant subsidiary" of State
Street at December 31, 1994.
<TABLE>
<CAPTION>
STATE OR JURISDICTION
NAME ---------------------
---- OF ORGANIZATION
<S> <C>
State Street Bank and Trust Company Massachusetts
State Street Bank and Trust Company, N.A. United States
State Street Bank and Trust Company of California, N.A. United States
State Street Bank and Trust Company of Connecticut, N.A. United States
State Street Bank and Trust Company of Maryland, N.A. United States
State Street Bank and Trust Company of New Hampshire, N.A. United States
State Street Boston Capital Corporation Massachusetts
State Street Boston Leasing Company, Inc. Massachusetts
State Street California, Inc. Massachusetts
SPLS, Inc. Massachusetts
State Street Brokerage Services, Inc. Massachusetts
State Street Massachusetts Securities Corporation Massachusetts
State Street Bank International United States
Wendover Financial Services Center North Carolina
State Street International Holdings United States
State Street Australia Limited New South Wales
State Street New Zealand Limited New Zealand
State Street Bank GmbH Germany
State Street Bank Luxembourg, S.A. Luxembourg
State Street Banque, S.A. France
State Street Canada, Inc. Canada
State Street Cayman Trust Company N.V. British West Indies
State Street Curacao Trust Company N.V. Netherlands Antilles
State Street Trust and Banking Company Limited Japan
State Street London Limited United Kingdom
Clark and Tilley Data Services (50% owned) United Kingdom
State Street Boston Credit Company, Inc. Massachusetts
State Street South Corporation Massachusetts
SSB Investments, Inc. Massachusetts
SSB Realty, Inc. Massachusetts
State Street Florida, Inc. Florida
State Street Global Advisors, Inc. Delaware
State Street Global Advisors, United Kingdom, Limited United Kingdom
State Street Global Advisors, Australia, Limited New South Wales
State Street Global Advisors, Limited Canada
Boston Financial Data Services (50% owned) Massachusetts
</TABLE>
All of the above wholly-owned subsidiaries are included in the consolidated
financial statements for State Street, which are reported on by Ernst & Young,
independed auditors, and filed with this Form 10-K.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form
10-K) of State Street Boston Corporation of our report dated January 11, 1995,
except for Note B, as to which the date is January 31, 1995, included in the
1994 Annual Report to Shareholders of State Street Boston Corporation.
We also consent to the incorporation by reference in Registration
Statements (Forms S-8 Nos. 33-57359, 33-38672, 33-38671, 33-2882, 2-93157,
2-88641 and 2- 68698) and in Post-Effective Amendment No. 2 to Registration
Statement (Form S-8 No. 2-68696) pertaining to various stock option and
performance share plans, and in Registration Statement (Form S-3 No. 33-49885)
pertaining to the registration of debt securities of State Street Boston
Corporation of our report dated January 11, 1995, except for Note B, as to which
the date is January 31, 1995, with respect to the consolidated financial
statements of State Street Boston Corporation incorporated herein by reference
in this Annual Report (Form 10-K) for the year ended December 31, 1994.
Boston, Massachusetts Ernst & Young LLP
March 25, 1995
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,004,852
<INT-BEARING-DEPOSITS> 4,847,069
<FED-FUNDS-SOLD> 2,240,374
<TRADING-ASSETS> 527,550
<INVESTMENTS-HELD-FOR-SALE> 3,226,687
<INVESTMENTS-CARRYING> 5,187,270
<INVESTMENTS-MARKET> 5,058,341
<LOANS> 3,233,221
<ALLOWANCE> 58,184
<TOTAL-ASSETS> 21,729,495
<DEPOSITS> 13,902,675
<SHORT-TERM> 5,560,456
<LIABILITIES-OTHER> 851,904
<LONG-TERM> 127,549
<COMMON> 76,475
0
0
<OTHER-SE> 1,154,815
<TOTAL-LIABILITIES-AND-EQUITY> 21,729,495
<INTEREST-LOAN> 183,333
<INTEREST-INVEST> 345,861
<INTEREST-OTHER> 375,538
<INTEREST-TOTAL> 904,732
<INTEREST-DEPOSIT> 275,300
<INTEREST-EXPENSE> 537,540
<INTEREST-INCOME-NET> 367,192
<LOAN-LOSSES> 11,569
<SECURITIES-GAINS> (473)
<EXPENSE-OTHER> 262,838
<INCOME-PRETAX> 320,250
<INCOME-PRE-EXTRAORDINARY> 320,250
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 207,413
<EPS-PRIMARY> 2.70
<EPS-DILUTED> 2.68
<YIELD-ACTUAL> 4.84
<LOANS-NON> 23,043
<LOANS-PAST> 41
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 54,316
<CHARGE-OFFS> 10,477
<RECOVERIES> 2,776
<ALLOWANCE-CLOSE> 58,184
<ALLOWANCE-DOMESTIC> 52,424
<ALLOWANCE-FOREIGN> 5,760
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
