<PAGE> 1.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 17, 1995
THE BANK OF NEW YORK COMPANY, INC.
----------------------------------
(exact name of registrant as specified in its charter)
NEW YORK
--------
(State or other jurisdiction of incorporation)
1-6152 13-2614959
------ ----------
(Commission file number) (I.R.S. employer identification
number)
48 Wall Street, New York, NY 10286
---------------------------- -----
(Address of principal executive (Zip code)
offices)
212 - 495 - 1784
----------------
(Registrant's telephone number,
including area code)
<PAGE> 2.
ITEM 5. Other Events
------------
Fourth Quarter Financial Results
--------------------------------
On January 17, 1995 The Bank of New York
Company, Inc. (the "Company") issued a press
release containing unaudited interim financial
information and accompanying discussion for the
fourth quarter of 1994. Exhibit 99 is a copy
of such press release and is incorporated herein
by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits
-----------------------------------------------------
(c) Exhibit Description
------- -----------
99 Unaudited interim financial
information and accompanying
discussion for the fourth quarter
of 1994 contained in the press
release dated January 17, 1995, of The
Bank of New York Company, Inc.
<PAGE> 3.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: January 17, 1995
THE BANK OF NEW YORK COMPANY, INC.
(Registrant)
By: /s/ Robert E. Keilman
------------------------
Name: Robert E. Keilman
Title: Comptroller
<PAGE> 4.
EXHIBIT INDEX
Exhibit No. Description
99 Unaudited interim financial
information and accompanying
discussion for the fourth quarter
of 1994 contained in the press
release dated January 17, 1995, of The
Bank of New York Company, Inc.
<PAGE> 1. Exhibit 99
The Bank of New York Company, Inc. NEWS
- -------------------------------------------------------------------
48 Wall Street, New York, NY 10286
Contact:
For Release: PUBLIC AND INVESTOR RELATIONS DEPT.
IMMEDIATELY Paul J. Leyden, SVP
(212) 495-1505
Michael M. Pascale, VP
(212) 495-1041
Pierre S. Brull, VP
(212) 495-1721
Andrew M. Merrill, VP
(212) 495-1619
THE BANK OF NEW YORK COMPANY, INC. REPORTS RECORD FOURTH QUARTER AND
FULL YEAR NET INCOME AND E.P.S.
Fourth Quarter E.P.S. Rises 32% to $1.00;
Full Year E.P.S. Rises 36% to $3.70;
Spreads, Yields, ROE, ROA Set Quarterly, Annual Records
NEW YORK, N.Y., January 17, 1995 -- The Bank of New York Company, Inc.
(NYSE: BK) reported fourth quarter fully diluted earnings per share of
$1.00, a 32% increase over the 76 cents earned in the fourth quarter of
1993. Net income rose by 28% to $201 million from $157 million earned in
the same period last year.
Fully diluted earnings per share for the full year of 1994 were
$3.70, a 36% increase over the $2.72 earned last year. Net income for the
full year was $749 million, up 34% over the $559 million earned last year.
<PAGE> 2.
Both the spread and yield increased in the fourth quarter, continuing
a five-quarter pattern of improvement. This helped to drive net interest
income to record levels. Net interest income, on a taxable equivalent
basis, totaled $486 million in the fourth quarter, a $94 million or 24%
increase over the fourth quarter of last year. Tax equivalent net
interest income was up significantly from the third quarter, as it
increased by $27 million, or 6%. The net interest rate spread of 3.44%,
a quarterly record, was 9 basis points higher than in the third quarter
and 32 basis points higher than the fourth quarter of 1993. The Company
noted a continued shift in asset mix toward higher yielding assets,
including strong growth in credit card outstandings. Revenues from the
Company's securities and other processing business remained strong. A
lower provision for loan losses and continued control of operating costs
contributed to higher earnings.
Return on average common equity was a record 19.03% in the fourth
quarter of 1994, compared with 18.68% in the third quarter and 16.16% in
the fourth quarter of last year. Common shareholders' equity also reached
an all-time high, as it totaled $4.2 billion at December 31, 1994. Return
on average assets for the fourth quarter was a record 1.55%. Return on
average assets was 1.49% in the third quarter and 1.32% in the fourth
quarter of 1993.
For the full year, returns on average common equity and on average
assets also established all-time highs. Return on average common equity
totaled 18.49% compared with 14.98% last year, and return on average
assets was 1.49% compared with 1.20% in 1993.
<PAGE> 3.
The Company's estimated Tier I capital and Total capital ratios were
8.42% and 13.38% at December 31, 1994 compared with 8.43% and 12.86% at
September 30, 1994, and 8.87% and 13.65% one year ago. Tangible common
equity as a percent of total assets was 7.40% at December 31, 1994
compared with 6.99% at September 30, 1994 and 7.00% at December 31, 1993.
Total capital was strengthened in the fourth quarter of 1994 through the
issuance of $300 million of subordinated debentures.
NET INTEREST INCOME
(in millions)
1994 1993
---------------------------------- -------
4th 3rd 2nd 1st 4th
Quarter Quarter Quarter Quarter Quarter
------- ------- ------- ------- -------
Net Interest Income $486 $459 $421 $396 $392
Net Interest Rate Spread 3.44% 3.35% 3.26% 3.18% 3.12%
Net Yield on Interest
Earning Assets 4.39% 4.16% 3.98% 3.89% 3.83%
On a taxable equivalent basis, net interest income amounted to a
record $486 million in the fourth quarter of 1994, compared with $392
million in the same period of 1993, an increase of 24%. The net interest
rate spread was a record 3.44% in the fourth quarter of 1994 compared with
3.35% in the third quarter of 1994 and 3.12% one year ago. The net yield
on interest earning assets, also a record, was 4.39% in the fourth quarter
of 1994 compared with 4.16% in the third quarter of 1994 and 3.83% in the
same period last year. The spread and yield benefitted modestly from the
return of a portion of the Company's credit card securitization to its
balance sheet.
For 1994, net interest income, on a taxable equivalent basis,
<PAGE> 4.
amounted to $1,763 million compared with $1,550 million for 1993, an
increase of 14%. The net interest rate spread was a record 3.30% for
1994 compared with 3.12% in 1993, and the net yield on interest-earning
assets was 4.11% for 1994 compared with 3.84% for 1993. The Company's
credit card business continued its strong growth. Managed outstandings
were up by 24% to $7.7 billion and the number of card accounts increased
by 25% from one year ago to 6.0 million.
NONINTEREST INCOME
(In millions)
4th Quarter Full Year
---------------- ----------------
1994 1993 1994 1993
------- ------- ------- -------
Processing Fees
Securities $ 91 $ 78 $ 359 $ 309
Other 42 42 171 162
---- ---- ------ ------
133 120 530 471
Trust and Investment Fees 25 35 126 134
Income from Credit Card
Securitization 5 15 38 64
Other Service Charges and Fees 106 98 427 390
Securities Gains - 3 15 64
Foreign Exchange and
Other Trading Activities 5 15 44 79
Other 24 21 109 117
---- ---- ------ ------
Total Noninterest Income $298 $307 $1,289 $1,319
==== ==== ====== ======
<PAGE> 5.
Securities processing fees increased 17% to $91 million for the
fourth quarter of 1994 from $78 million in the fourth quarter of 1993.
American depositary receipts and corporate trust showed exceptional
growth. Other areas of strength included mutual fund custody and
government securities clearance. Trade finance revenue increased by 24%
over the fourth quarter of last year. Overall volume and total revenues
in funds transfer were up 19% and 17%, respectively, from last year.
However, service fees in the funds transfer and deposit services areas
were lower this quarter due to customers' increasing use of compensating
balances in lieu of fees in the current rising interest rate environment.
Factoring commissions, which increased 24% to $17 million in the fourth
quarter, and credit card interchange income, were also areas of strength.
Offsetting these positive factors was reduced performance in trust
and investment management (due primarily to lower market valuations of
assets under management), and lower securities gains, foreign exchange and
other trading activities, and credit card securitization income.
NONINTEREST EXPENSE AND INCOME TAXES
Expenses remained under good control in 1994. Total noninterest
expense was $1,646 million, unchanged from 1993. Other real estate
expense declined substantially, to $11 million from $53 million in 1993.
Net occupancy and furniture and equipment expenses fell by a combined $7
million, or 3%, to $266 million. Medical insurance expense was $59
million in 1994, a decline of 5% from $62 million in 1993.
The trend of tight expense control continued in the fourth quarter.
Total noninterest expense increased modestly to $413 million from $409
<PAGE> 6.
million in the same period last year. This small increase is due
primarily to the effect of the Company's acquisitions in its factoring and
corporate trust businesses, as well as to higher incentive compensation
payments.
The effective tax rates for the fourth quarter and twelve months of
1994 were 37.4% and 37.5%, compared with 31.4% and 36.9% for the same
periods last year.
NONPERFORMING ASSETS
(dollars in millions)
Change
4Q 1994 vs
12/31/94 9/30/94 3Q 1994
-------------------------------------
Loans:
HLT $ 24 $ 30 (20)%
Commercial Real Estate 63 50 26
Other Commercial 50 79 (37)
Foreign 32 34 (6)
LDC 45 60 (25)
Community Banking 83 86 (3)
----- -----
Total Loans 297 339 (12)
Other Real Estate 56 64 (13)
----- -----
Total $ 353 $ 403 (12)
===== =====
Nonperforming Asset Ratio 1.1% 1.2%
Allowance/Nonperforming
Loans 266.7 246.0
Allowance/Nonperforming
Assets 224.4 206.9
<PAGE> 7.
Nonperforming assets showed a substantial decline during the quarter.
This was the fourteenth consecutive quarter of decreases. NPAs totaled
$353 million at December 31, compared with $403 million at September 30,
1994, a decrease of $50 million or 12%.
The allowance for loan losses was $792 million, or 2.40% of loans at
December 31, 1994, compared with $834 million, or 2.56% of loans at
September 30, 1994.
***************************
(Financial highlights and detailed financial statements are attached.)
<PAGE> 8.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Financial Highlights
(Unaudited)
(Dollars in millions, except per share amounts)
<CAPTION>
For the Three Months Ended December 31: 1994 1993 Change
- --------------------------------------- ---- ---- ------
<S> <C> <C> <C>
Net Income $ 201 $ 157 28.0%
Per Common Share:
Primary Earnings $ 1.06 $ 0.81 30.9
Fully Diluted Earnings 1.00 0.76 31.6
Cash Dividends 0.32 0.25 28.0
Return on Average Common Shareholders'
Equity 19.03% 16.16%
Return on Average Assets 1.55 1.32
For the Twelve Months Ended December 31:
- ----------------------------------------
Net Income $ 749 $ 559 34.0%
Per Common Share:
Primary Earnings $ 3.92 $ 2.87 36.6
Fully Diluted Earnings 3.70 2.72 36.0
Cash Dividends 1.095 0.855 28.1
Return on Average Common Shareholders'
Equity 18.49% 14.98%
Return on Average Assets 1.49 1.20
As of December 31:
- ------------------
Assets $48,883 $45,546 7.3%
Loans 33,083 30,570 8.2
Securities 4,654 5,597 -16.8
Deposits - Domestic 23,380 23,793 -1.7
- Foreign 10,710 8,366 28.0
Long-Term Debt 1,774 1,590 11.6
Preferred Shareholders' Equity 121 294 -58.8
Common Shareholders' Equity 4,177 3,778 10.6
Common Shareholders' Equity Per Share 22.33 20.06 11.3
Market Value Per Share of Common Stock 29.00 28.50 1.8
Allowance for Loan Losses as a Percent
of Loans 2.40% 3.17%
Tier I Capital Ratio 8.42 8.87
Total Capital Ratio 13.38 13.65
Leverage Ratio 7.90 7.99
Tangible Common Equity Ratio 7.40 7.00
</TABLE>
<PAGE> 9.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Consolidated Statements of Income
(Unaudited)
(In millions, except per share amounts)
<CAPTION>
For the three For the twelve
months ended months ended
December 31, December 31,
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest Income
Loans $ 701 $ 508 $2,405 $2,025
Securities
Taxable 57 61 227 235
Exempt from Federal Income Taxes 13 16 56 69
----- ----- ----- -----
70 77 283 304
Deposits in Banks 22 5 68 24
Federal Funds Sold and Securities
Purchased Under Resale Agreements 53 20 161 97
Trading Assets 7 17 45 53
----- ----- ----- -----
Total Interest Income 853 627 2,962 2,503
----- ----- ----- -----
Interest Expense
Deposits 258 168 842 701
Federal Funds Purchased and
Securities Sold Under
Repurchase Agreements 28 26 106 102
Other Borrowed Funds 64 22 191 86
Long-Term Debt 28 30 106 117
---- ---- ----- -----
Total Interest Expense 378 246 1,245 1,006
---- ---- ----- -----
Net Interest Income 475 381 1,717 1,497
Provision for Loan Losses 39 50 162 284
----- ----- ----- -----
Net Interest Income After
Provision for Loan Losses 436 331 1,555 1,213
----- ----- ----- -----
Noninterest Income
Processing Fees
Securities 91 78 359 309
Other 42 42 171 162
----- ----- ----- -----
133 120 530 471
Trust and Investment Fees 25 35 126 134
Service Charges and Fees 111 113 465 454
Securities Gains - 3 15 64
Other 29 36 153 196
----- ----- ----- -----
Total Noninterest Income 298 307 1,289 1,319
----- ----- ----- -----
Noninterest Expense
Salaries and Employee Benefits 210 199 852 813
Net Occupancy 43 45 178 178
Furniture and Equipment 22 24 88 95
Other 138 141 528 560
----- ----- ----- -----
Total Noninterest Expense 413 409 1,646 1,646
----- ----- ----- -----
Income Before Income Taxes 321 229 1,198 886
Income Taxes 120 72 449 327
----- ----- ----- -----
Net Income $ 201 $ 157 $ 749 $ 559
===== ===== ===== =====
Net Income Available to
Common Shareholders $ 198 $ 151 $ 736 $ 534
===== ===== ===== =====
Per Common Share Data:
Primary Earnings $1.06 $0.81 $3.92 $2.87
Fully Diluted Earnings 1.00 0.76 3.70 2.72
Cash Dividends 0.32 0.25 1.095 0.855
Average Common Shares Outstanding 188 187 188 186
</TABLE>
<PAGE> 10.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Consolidated Statements of Condition
(Unaudited)
(Dollars in millions, except per share amounts)
<CAPTION>
Dec. 31, Dec. 31,
1994 1993
---- ----
<S> <C> <C>
Assets
Cash and Due from Banks $ 2,903 $ 4,511
Interest-Bearing Deposits in Banks 992 269
Securities:
Held to Maturity 2,930 4,356
Available for Sale 1,724 1,241
------- -------
Total Securities 4,654 5,597
Trading Assets at Fair Value 940 1,325
Federal Funds Sold and Securities Purchased
Under Resale Agreements 3,019 36
Loans (Less allowance for loan losses
of $792 in 1994 and $970 in 1993) 32,291 29,600
Premises and Equipment 914 945
Due from Customers on Acceptances 810 888
Accrued Interest Receivable 290 222
Other Assets 2,070 2,153
------- -------
Total Assets $48,883 $45,546
======= =======
Liabilities and Shareholders' Equity
Deposits
Noninterest-Bearing (principally
domestic offices) $ 8,575 $ 8,690
Interest-Bearing
Domestic Offices 14,874 15,156
Foreign Offices 10,641 8,313
------- -------
Total Deposits 34,090 32,159
Federal Funds Purchased and Securities
Sold Under Repurchase Agreements 1,502 2,711
Other Borrowed Funds 4,738 2,781
Acceptances Outstanding 812 901
Accrued Taxes and Other Expenses 1,035 763
Accrued Interest Payable 213 111
Other Liabilities 421 458
Long-Term Debt 1,774 1,590
------- -------
Total Liabilities 44,585 41,474
------- -------
Shareholders' Equity
Preferred Stock-no par value, authorized
5,000,000 shares, outstanding
184,000 shares in 1994 and
3,648,100 shares in 1993 111 267
Class A Preferred Stock - par value
$2.00 per share, authorized 5,000,000
shares, outstanding 385,904 shares
in 1994 and 1,085,415 shares in 1993 10 27
Common Stock-par value $7.50 per share,
authorized 350,000,000 shares, issued
190,095,262 shares in 1994 and
187,400,962 shares in 1993 1,426 1,406
Additional Capital 858 841
Retained Earnings 2,048 1,536
Securities Valuation Allowance (57) -
------- -------
4,396 4,077
Less: Treasury Stock (2,566,071 shares in
1994 and 173,198 in 1993), at cost 78 5
Loan to ESOP
(712,695 shares in 1994), at cost 20 -
------- -------
Total Shareholders' Equity 4,298 4,072
------- -------
Total Liabilities and Shareholders' Equity $48,883 $45,546
======= =======
</TABLE>
<PAGE> 11.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Average Balances and Rates on a Taxable Equivalent Basis
Preliminary
(Dollars in millions)
<CAPTION>
For the three For the three
months ended months ended
December 31, 1994 December 31, 1993
----------------------- -------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
------- -------- ------- ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Interest-Bearing
Deposits in Banks
(primarily foreign) $ 1,497 $ 22 5.90% $ 417 $ 5 5.09%
Federal Funds Sold
and Securities
Purchased Under
Resale Agreements 4,016 53 5.27 2,546 20 3.04
Loans
Domestic Offices 22,999 533 9.20 20,900 391 7.45
Foreign Offices 10,279 169 6.51 10,067 117 4.62
------ ----- ------ -----
Total Loans 33,278 702 8.37 30,967 508 6.53
------ ----- ------ -----
Securities
U.S. Government
Obligations 2,962 43 5.76 3,715 51 5.47
U.S. Government
Agency Obligations 322 5 6.58 381 6 6.44
Obligations of States
and Political
Subdivisions 778 21 10.68 1,043 26 9.97
Other Securities,
including Trading
Securities 1,173 18 5.94 1,754 22 5.02
------ ----- ------ -----
Total Securities 5,235 87 6.58 6,893 105 6.09
------ ----- ------ -----
Total Interest-
Earning Assets 44,026 864 7.79% 40,823 638 6.22%
----- -----
Allowance for Loan
Losses (834) (1,004)
Cash and Due
from Banks 2,813 2,924
Other Assets 5,236 4,592
------ ------
TOTAL ASSETS $51,241 $47,335
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Interest-Bearing Deposits
Money Market Rate
Accounts $ 3,627 33 3.66% $ 3,619 22 2.37%
Savings 7,840 51 2.60 8,427 47 2.24
Certificates of
Deposit $100,000
& Over 1,353 17 4.94 994 8 3.01
Other Time Deposits 2,378 26 4.41 2,417 26 4.32
Foreign Offices 10,720 131 4.79 8,362 65 3.10
------ ----- ------ -----
Total Interest-
Bearing Deposits 25,918 258 3.94 23,819 168 2.80
Federal Funds
Purchased and
Securities Sold
Under Repurchase
Agreements 2,272 28 4.82 3,566 26 2.87
Other Borrowed Funds 4,700 64 5.46 2,314 22 3.78
Long-Term Debt 1,537 28 7.19 1,719 30 6.86
------ ----- ------ -----
Total Interest-
Bearing
Liabilities 34,427 378 4.35% 31,418 246 3.10%
----- -----
Noninterest-Bearing
Deposits 8,969 9,364
Other Liabilities 3,592 2,547
Preferred Stock 123 295
Common Shareholders'
Equity 4,130 3,711
------ ------
TOTAL LIABILITIES
AND SHAREHOLDERS'
EQUITY $51,241 $47,335
======= =======
Net Interest Earnings
and Interest Rate Spread $486 3.44% $392 3.12%
==== =====
Net Yield on
Interest-Earning
Assets 4.39% 3.83%
===== =====
</TABLE>
<PAGE> 12.
<TABLE>
THE BANK OF NEW YORK COMPANY, INC.
Average Balances and Rates on a Taxable Equivalent Basis
Preliminary
(Dollars in millions)
<CAPTION>
For the twelve For the twelve
months ended months ended
December 31, 1994 December 31, 1993
----------------------- -------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
------- -------- ------- ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
Interest-Bearing
Deposits in Banks
(primarily foreign) $ 1,266 $ 68 5.33% $ 452 $ 24 5.42%
Federal Funds Sold and
Securities Purchased
Under Resale Agreements 3,653 161 4.39 3,149 97 3.06
Loans
Domestic Offices 21,889 1,848 8.44 20,257 1,547 7.64
Foreign Offices 10,140 564 5.56 10,170 485 4.77
------ ------ ------ -----
Total Loans 32,029 2,412 7.53 30,427 2,032 6.68
------ ------ ------ -----
Securities
U.S. Government
Obligations 3,178 175 5.51 2,884 161 5.60
U.S. Government Agency
Obligations 338 22 6.51 848 54 6.39
Obligations of States and
Political Subdivisions 893 89 10.02 1,070 110 10.29
Other Securities,
including Trading
Securities 1,532 81 5.30 1,550 78 5.06
------ ------ ------ -----
Total Securities 5,941 367 6.19 6,352 403 6.36
------ ------ ------ -----
Total Interest-Earning
Assets 42,889 3,008 7.01% 40,380 2,556 6.33%
------ -----
Allowance for Loan Losses (906) (1,045)
Cash and Due from Banks 2,827 2,735
Other Assets 5,470 4,574
------ ------
TOTAL ASSETS $50,280 $46,644
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Interest-Bearing Deposits
Money Market Rate
Accounts $ 3,593 108 3.01% $ 3,666 91 2.48%
Savings 8,166 190 2.32 8,379 198 2.37
Certificates of Deposit
$100,000 & Over 1,041 42 4.03 1,189 36 3.00
Other Time Deposits 2,296 97 4.24 2,701 119 4.39
Foreign Offices 9,990 405 4.05 7,887 257 3.26
------ ------ ------ -----
Total Interest-Bearing
Deposits 25,086 842 3.35 23,822 701 2.94
Federal Funds Purchased
and Securities Sold
Under Repurchase
Agreements 2,843 106 3.73 3,467 102 2.94
Other Borrowed Funds 4,135 191 4.63 2,348 86 3.66
Long-Term Debt 1,530 106 6.93 1,729 117 6.79
------ ------ ------ -----
Total Interest-Bearing
Liabilities 33,594 1,245 3.71% 31,366 1,006 3.21%
------ -----
Noninterest-Bearing
Deposits 8,955 9,015
Other Liabilities 3,594 2,366
Preferred Stock 157 334
Common Shareholders'
Equity 3,980 3,563
------ ------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $50,280 $46,644
======= =======
Net Interest Earnings
and Interest Rate Spread $1,763 3.30% $1,550 3.12%
====== ======
Net Yield on Interest-Earning
Assets 4.11% 3.84%
===== =====
</TABLE>
