Fleetboston Financial Savings Plan Bank of America Corporation 50 Kennedy Plaza Providence, RI 02903
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Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-6523 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: FleetBoston Financial Savings Plan Bank of America Corporation 50 Kennedy Plaza Providence, RI 02903 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Bank of America Corporation Bank of America Corporate Center Charlotte, NC 28255 Table of Contents FleetBoston Financial Savings Plan Financial Statements and Supplemental Schedule for the Year ended December 31, 2003 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm Consent of ERNST & YOUNG LLP, Independent Registered Public Accounting Firm Table of Contents FleetBoston Financial Savings Plan Financial Statements and Supplemental Schedule Year ended December 31, 2003 Contents Report of Independent Registered Public Accounting Firm 1 Report of Independent Registered Public Accounting Firm 2 Audited Financial Statements Statements of Net Assets Available for Benefits 3 Statement of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 5 Supplemental Schedule * Schedule H, Line 4i, Schedule of Assets (Held at End of Year) 16 * Other Supplemental Schedules required by Section 2520-103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. Table of Contents Report of Independent Registered Public Accounting Firm To the FleetBoston Financial Retirement Committee and Participants of the FleetBoston Financial Savings Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the FleetBoston Financial Savings Plan (the “Plan”) at December 31, 2003, and the changes in net assets available for benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held (at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 22, 2004 1 Table of Contents Report of Independent Registered Public Accounting Firm To the FleetBoston Financial Retirement Committee and Participants FleetBoston Financial Savings Plan We have audited the accompanying statement of net assets available for benefits of the FleetBoston Financial Savings Plan as of December 31, 2002. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2002, in conformity with U.S. generally accepted accounting principles. /S/ ERNST & YOUNG LLP Boston, Massachusetts June 6, 2003 2 Table of Contents FleetBoston Financial Savings Plan Statements of Net Assets Available for Benefits December 31 2003 2002 Assets Investments, at fair value $ 3,337,293,719 $ 2,478,716,381 Receivables: Dividends and interest receivable 10,044,345 10,542,715 Receivables for investment sold 2,261,660 1,177,258 Total receivables 12,306,005 11,719,973 Total assets 3,349,599,724 2,490,436,354 Liabilities: Principal cash (overdraft) (2,827,909) — Payables for investments purchased (3,475,282) (997,551) Total liabilities (6,303,191) (997,551) Net assets available for benefits $ 3,343,296,533 $ 2,489,438,803 The accompanying notes are an integral part of these financial statements. 3 Table of Contents FleetBoston Financial Savings Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2003 Additions Interest and dividend income $ 87,419,917 Net appreciation in fair value of investments 711,652,175 Contributions: Participating employees’ voluntary contributions 126,341,511 Employer contributions 75,730,263 Rollovers 11,509,613 Total additions 1,012,653,479 Deductions Participants’ withdrawals 231,999,233 Expenses 890,963 Total deductions 232,890,196 Net increase before mergers and transfers 779,763,283 Mergers and transfers Transfer from Progress Investment Management Company Employee Savings Plan 727,771 Transfer from Columbia Management Company Employees’ Retirement Plan 32,077,516 Transfer from Quick & Reilly / Fleet Securities Inc. 401(k) Plan 35,559,643 Transfer from Liberty Wanger Asset Management Profit Sharing and Savings Plan 4,870,532 Transfer from Robertson Stephens Retirement and Savings Plan 858,985 Total transfers 74,094,447 Net increase 853,857,730 Net assets available for benefits at beginning of year 2,489,438,803 Net assets available for benefits at end of year $ 3,343,296,533 The accompanying notes are an integral part of these financial statements. 4 Table of Contents FleetBoston Financial Savings Plan Notes to Financial Statements 1. Description of the Plan The FleetBoston Financial Savings Plan (the Plan) was adopted by FleetBoston Financial Corporation (the Company, FBF or Employer) effective January 1, 1989. The Plan has been subsequently amended at various times to affect the combination of certain other benefit plans and various regulatory changes. The Plan is a defined contribution plan sponsored by the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Fleet National Bank, a subsidiary of the Company, serves as trustee for the Plan. The subsidiaries and affiliates of the Company that are participating employers in the Plan are (see also note 13, Subsequent Events): Fleet Insurance Company Fleet Insurance Services, LLC Fleet Capital Corporation Philadelphia Benefits, LLC Fleet Business Credit, LLC Fleet National Bank Fleet Credit Card Services, L.P. Columbia Management Advisors, Inc. FFG Asset Holding Company A Fleet Maine, NA Fleet Growth Resources, Inc. Liberty Asset Management Company Fleet Precious Metals Inc. Liberty Wanger Asset Management, L.P. Fleet Finance, Inc. Crabbe Huson Group, Inc. Fleet Retail Group, Inc. Progress Investment Management Co. Robertson Stephens, Inc. Quick & Reilly/Fleet Securities, Inc. BancBoston Ventures Inc. Fleet Specialist, Inc. BancBoston Investments Inc. Quick & Reilly, Inc. BankBoston International Fleet Securities, Inc. Mergers and Transfers Activity Effective May 1, 2003, the Progress Investment Management Company Employee Savings Plan was merged into the Plan. The Plan was amended to permit the merger and total assets transferred to the Plan were $727,771. Each Progress participant became a Plan participant on May 1, 2003, if they had not previously enrolled as an eligible employee. 5 Table of Contents FleetBoston Financial Savings Plan Notes to Financial Statements (continued) 1. Description of the Plan (continued) Effective June 1, 2003, the Columbia