8-K

UNITED STATES

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 15, 2004

FLEETBOSTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

RHODE ISLAND

(State or other jurisdiction of incorporation)

1-6366	05-0341324
(Commission File Number)	(IRS Employer Identification No.)
100 Federal Street, Boston, MA	02110
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 617-434-2200

(Former name or former address, if changed since last report)

Item 5.	Other Events and Regulation FD Disclosure.
	On January 15, 2004, FleetBoston Financial Corporation (FleetBoston) issued a press release announcing its earnings for the full year and quarter ended December 31, 2003. A copy of that press release is incorporated by reference as an exhibit to this report and is incorporated by reference herein. Earlier today, on a conference call, FleetBoston Executive Vice President and Chief Financial Officer Robert C. Lamb, Jr. stated that he was comfortable that FleetBoston could achieve the current average of analyst expectations of net income per common share of approximately $2.76 for full year 2004, and that FleetBoston’s 2004 results could exceed this expectation, if economic conditions continue to improve.
Item 7.	Financial Statements and Exhibits.
	Exhibit No.	Description
	Exhibit 99.1	Press Release dated January 15, 2004 announcing the full year and fourth quarter 2003 earnings (incorporated by reference to FleetBoston’s filing pursuant to Rule 425 under the Securities Act of 1933, filed with the SEC on January 15, 2004).
	Exhibit 99.2	Supplemental financial information prepared for use on January 15, 2004 in connection with the fourth quarter 2003 earnings release.
Item 12.	Results of Operations and Financial Condition.
	The information provided in Item 5 of this report is hereby incorporated by reference. In addition, on January 15, 2004, FleetBoston held a telephonic investor conference call and simultaneous audio webcast to discuss its earnings for the fourth quarter of 2003. The supplemental financial information prepared for use during this conference call and webcast is furnished as Exhibit 99.2 to this report and is incorporated by reference herein. In accordance with FleetBoston’s previously established practice, both the press release announcing fourth quarter 2003 earnings and the supplemental financial information have been posted on the Investor Relations section of FleetBoston’s website at www.fleet.com. FleetBoston’s website address has been included as an inactive textual reference only. Information on FleetBoston’s website is not part of this report.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Corporation has duly caused this report to be signed in its behalf by the undersigned hereunto duly authorized.

FLEETBOSTON FINANCIAL CORPORATION
By:	/s/ Ernest L. Puschaver
	Ernest L. Puschaver
	Chief Accounting Officer

Dated: January 15, 2004

-3-

EX-99.2

Exhibit 99.2

Performance Report

Fourth Quarter

2003

Table of Contents

Fourth Quarter Earnings Review	2
Consolidated Financial Information	4
Key Financial Data	5
Consolidated Income Statements	7
Consolidated Balance Sheets	8
Net Interest Margin and Interest-Rate Spread - QTD	9
Net Interest Margin and Interest-Rate Spread - YTD	10
Earnings Per Share (EPS) - QTD	11
Earnings Per Share (EPS) - YTD	12
Analysis of Consolidated Income Statement	13
Net Interest Income	14
Noninterest Income	15
Noninterest Expense	18
Loan Portfolio, Credit Quality & Capital	19
Average Loans	20
Credit Cards - Domestic	21
Credit Quality	22
Nonperforming Assets	23
Rollforward Of Reserve For Credit Losses	24
Summary Of Credit-Related Costs	25
Net Charge-Offs	25
Capital and Share Data	26
Review of Business Line Results	27
2003 Highlights	28
Earnings Summary	30
Personal Financial Services	31
Regional Commercial Financial Services and Investment Management	32
National Commercial Financial Services	34
International Banking	35
Capital Markets	35
Q4’03 Core Business Highlights	36
Argentina	39
Brazil	40
Principal Investing	41

1

FOURTH QUARTER EARNINGS REVIEW

Below is a summary of net income by business unit for 4Q’03 and 3Q’03. Detailed information regarding line of business results can be found in the section beginning on page 27.

	2003
(after-tax amounts in millions)	4Q		3Q
Personal Financial Services (see page 31)
Consumer Banking	$	183	$	184
Small Business		34		35
Credit Card		65		41
Total Personal Financial Services	$	282	$	260
Regional CFS & Investment Management (see pages 32 & 33)
Regional Commercial Financial Services	$	71	$	77
Investment Management		51		39
Total Regional CFS & Investment Management	$	122	$	116
National Commercial Financial Services (see page 34)	$	233	$	214
Total Core Businesses	$	637	$	590
International
Brazil (see page 40)	$	16	$	27
Argentina (see page 39)		4		2
Other International		15		20
Total International	$	35	$	49
Capital Markets
Principal Investing (see page 41)	$	8	$	29
Specialist/Execution and Clearing		10		15
	$	18	$	44
Treasury/Other (see note below)	$	42	$	(8	)
Net Income	$	732	$	675

Note: In addition to results from Treasury operations, Treasury/Other includes transactions not allocated to the principal business lines and the residual impact of methodology allocations. The increase in Treasury/Other from 3Q is due, in part, to higher net interest income arising from significantly lower premium amortization related to mortgage refinancings, the absence of third quarter charges for corporate reserves, and a decline in credit costs. These improvements were partially offset by a decline in domestic securities gains, a 4Q adjustment to accrued incentive compensation reflecting a recent decision to pay 2003 awards 100% in cash, and increased litigation reserves.

2

FOURTH QUARTER EARNINGS REVIEW

Line of Business Rollforward

Description	EPS
Third Quarter 2003	$	.64
Core domestic business improvement		.04
Subtotal - Fourth Quarter 2003	$	.68
Treasury/Other (overall net increase of $.04):
Higher net interest income (mainly lower premium amortization on mortgage-related assets)		.04
Lower domestic securities gains in Treasury unit		(.03	)
Expense items:
Absence of 3Q additions to general corporate expense reserves		.02
Adjustment to accrued incentive compensation (all being paid in cash rather than cash plus equity)		(.02	)
Addition to Litigation Reserve in 4Q		(.03	)
Lower credit loss provision due to:
Reduction in Credit Loss Reserve		.03
Lower net loan chargeoffs (excluding Argentina)		.01
Other items, net		.02
Total Treasury/Other		.04
Lower earnings from Principal Investing, Specialist/Execution & Clearing, and International units		(.03	)
Higher average outstanding shares (related to higher dilution from in-the-money options & exercises)		(.01	)
Fourth Quarter 2003	$	.68

3

CONSOLIDATED

FINANCIAL

INFORMATION

4

FOURTH QUARTER HIGHLIGHTS

Key Financial Data

	2003						Change		2002			Change
Dollars in millions, except per share data	4Q			3Q					4Q
Net Income:
Earnings	$	732		$	675		8	%	$	261		180	%
Earnings Per Share		.68			.64		6			.24		183
Return on Assets		1.49	%		1.39	%	10	bp		.55	%	94	bp
Return on Common Equity		16.36			15.53		83			6.12		1,024
Other Data:
Revenue	$	3,067		$	2,934		5	%	$	2,874		7	%
Expenses		1,723			1,611		7			1,665		3
Net Interest Margin		3.91	%		3.68	%	23	bp		3.90	%	1	bp
Noninterest Income/Revenue		45			47		(200	)		46		(100	)
Nonperforming Assets (1)	$	1,957		$	2,340		(16	)%	$	3,459		(43	)%
Net Charge-offs (2)		240			321		(25	)		657		(63	)
Reserve/Loans		2.38	%		2.48	%	(10	)bp		3.21	%	(83	)bp

bp = basis points

1) Nonperforming assets for Argentina were $1.0 billion in 4Q’03, $1.2 billion in 3Q’03, and $1.7 billion in 4Q’02.

2) Total net chargeoffs in 4Q’03 included net loan losses of $250 million (including an overall net recovery of $1 million for Argentina) less a benefit recorded to other income of $10 million related to reducing prior period charges on airline credits. In 3Q’03, the entire $321 million of net chargeoffs (including $56 million for Argentina) represented net loan losses. Total net chargeoffs in 4Q’02 included net loan losses of $607 million (including $157 million for Argentina) and an additional $50 million, which is related to energy credits, charged against noninterest income.

Earnings Per Share - Line Item Rollforward

Description	EPS
Third Quarter 2003	$	.64
Line Item Changes:
Higher net interest income (see analysis on page 14)		.07
Higher noninterest income (see analysis on pages 15-17)		.01
Lower credit loss provision due to:
Lower net chargeoffs (excluding Argentina)		.01
Reduction in Credit Loss Reserve in 4Q		.03
Higher noninterest expense due to (see analysis on page 18):
Addition to Litigation Reserve in 4Q		(.03	)
Adjustment to accrued incentive compensation (all being paid in cash rather than cash plus equity)		(.02	)
Other items, net		(.02	)
Higher average outstanding shares (see analysis on page 11)		(.01	)
Fourth Quarter 2003	$	.68

5

Income Statement

	2003												2002
Dollars in millions	4Q			3Q			2Q			1Q			4Q
Net Interest Income (FTE)	$	1,674		$	1,552		$	1,598		$	1,622		$	1,563
Noninterest Income		1,393			1,382			1,179			1,138			1,311
Revenue (FTE)		3,067			2,934			2,777			2,760			2,874
Noninterest Expense		1,723			1,611			1,594			1,573			1,665
Income from Continuing Operations before
Provision and Income Taxes		1,344			1,323			1,183			1,187			1,209
Provision for Credit Losses		195			265			285			280			750
Income Taxes and tax-equivalent adj. from
Continuing Operations		417			383			327			330			162
Net Income from Continuing Operations		732			675			571			577			297
Net Income (Loss) from Discontinued
Operations (net of tax)		—			—			53			(10	)		(36	)
Net Income	$	732		$	675		$	624		$	567		$	261
Other Financial Data
RATIOS and COMMON SHARE DATA
Net Income:
Return on Assets		1.49	%		1.39	%		1.27	%		1.18	%		.55	%
Return on Common Equity		16.36			15.53			14.47			13.67			6.12
Efficiency Ratio		56.2			54.9			57.4			57.0			57.9
Diluted Earnings Per Share	$	.68		$	.64		$	.59		$	.54		$	.24
Cash Dividends Declared		.35			.35			.35			.35			.35
Book Value		16.94			16.46			16.32			16.04			15.78
Balance Sheet Data:
Total Assets (period-end)	$	200,235		$	196,398		$	197,128		$	199,308		$	190,453
Loans and Leases (period-end)		128,949			126,344			123,860			124,015			120,380

6

Consolidated Income Statements

	Three Months Ended							Year Ended
Dollars in millions, except per share data	December 31, 2003		September 30, 2003		December 31, 2002			December 31, 2003		December 31, 2002
Net interest income (FTE)	$	1,674	$	1,552	$	1,563		$	6,447	$	6,483
Noninterest income:
Investment services revenue		397		387		371			1,517		1,559
Banking fees and commissions		392		401		382			1,562		1,533
Capital markets-related revenue		251		286		119			665		462
Credit card revenue		167		151		263			628		785
Other		186		157		176			719		697
Noninterest income		1,393		1,382		1,311			5,091		5,036
Revenue		3,067		2,934		2,874			11,538		11,519
Noninterest expense:
Employee compensation and benefits		891		860		774			3,398		3,249
Occupancy		129		131		121			517		503
Equipment		107		107		117			446		478
Intangible asset amortization		20		19		28			79		93
Merger and Restructuring costs		—		—		83			—		101
Other		576		494		542			2,061		1,980
Noninterest expense		1,723		1,611		1,665			6,501		6,404
Income from continuing operations before provision and income taxes		1,344		1,323		1,209			5,037		5,115
Provision for credit losses		195		265		750			1,025		2,760
Income taxes and tax-equivalent adjustment from continuing operations		417		383		162			1,457		831
Net income from continuing operations	$	732	$	675	$	297		$	2,555	$	1,524
Net income (loss) from discontinued operations (net of tax)		—		—		(36	)		43		(336	)
Net income	$	732	$	675	$	261		$	2,598	$	1,188
Diluted earnings per share - continuing operations	$	.68	$	.64	$	.28		$	2.41	$	1.44
Diluted earnings per share - net income		.68		.64		.24			2.45		1.12

7

Consolidated Balance Sheets - Period End

Dollars in millions	December 31, 2003			September 30, 2003			December 31, 2002
ASSETS:
Cash and equivalents	$	14,143		$	14,115		$	13,992
Securities		31,370			30,844			30,425
Trading assets		3,928			4,151			4,486
Loans and leases		128,949			126,344			120,380
Reserve for credit losses		(3,074	)		(3,128	)		(3,864	)
Due from brokers/dealers		5,437			4,953			4,331
Intangible assets		4,571			4,560			4,677
Other assets		14,911			14,559			16,026
Total assets	$	200,235		$	196,398		$	190,453
LIABILITIES:
Deposits	$	137,764		$	132,515		$	125,814
Short-term borrowings		11,178			14,342			11,310
Due to brokers/dealers		5,476			5,008			4,297
Long-term debt		17,557			16,350			20,581
Other liabilities		9,980			10,589			11,618
Total liabilities		181,955			178,804			173,620
STOCKHOLDERS’ EQUITY:
Preferred stock		271			271			271
Common stock		18,009			17,323			16,562
Total stockholders’ equity		18,280			17,594			16,833
Total liabilities and stockholders’ equity	$	200,235		$	196,398		$	190,453

8

Net Interest Margin and Interest-Rate Spread: Quarter
Average for Three Months Ended
FTE Basis	December 31, 2003							September 30, 2003							December 31, 2002
Dollars in millions	Balance			Interest		Rate		Balance			Interest		Rate		Balance			Interest		Rate
ASSETS:
Interest-bearing deposits	$	2,790		$	14	2.00	%	$	2,926		$	16	2.10	%	$	3,117		$	27	3.38	%
Federal funds sold/Repos		2,653			64	9.64			2,316			64	10.89			4,879			77	6.29
Securities		29,935			325	4.35			31,920			296	3.71			27,946			324	4.64
Total loan and leases - Domestic		113,483			1,632	5.71			109,066			1,545	5.63			102,544			1,643	6.36
Total loan and leases - International		14,174			295	8.29			14,749			279	7.51			16,239			274	6.69
Due from broker/dealer		5,332			11	0.79			4,678			10	0.83			4,062			14	1.38
Other earning assets		1,648			16	3.64			1,818			15	3.46			1,540			6	1.59
Total interest-earning assets		170,015		$	2,357	5.50	%		167,473		$	2,225	5.28	%		160,327		$	2,365	5.89	%
Reserve for credit losses		(3,178	)						(3,220	)						(3,743	)
Other assets		27,872							27,915							30,253
Total assets	$	194,709						$	192,168						$	186,837
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Deposits:
Savings - Domestic	$	74,905		$	167	0.88	%	$	73,580		$	174	0.94	%	$	64,001		$	209	1.29	%
Time - Domestic		13,996			66	1.87			14,845			72	1.93			17,704			118	2.63
International		10,159			95	3.69			10,219			76	2.94			9,055			99	4.35
Total interest-bearing deposits		99,060			328	1.31			98,644			322	1.29			90,760			426	1.86
Short-term borrowings		11,884			96	3.21			13,342			103	3.07			12,841			90	2.78
Long-term debt		16,759			250	5.97			16,908			240	5.68			20,735			276	5.32
Due to broker/dealer		5,322			9	0.63			4,690			8	0.65			3,876			10	1.11
Total interest-bearing liabilities	$	133,025		$	683	2.04	%	$	133,584		$	673	2.00	%	$	128,212		$	802	2.49	%
Net interest spread						3.46	%						3.28	%						3.40	%
Demand and other noninterest-bearing time deposits	$	34,152						$	31,771						$	30,708
Other liabilities		9,613							9,422							11,020
Total liabilities		176,790							174,777							169,940
Preferred Stock		271							271							271
Common Stock		17,648							17,120							16,626
Stockholders’ equity		17,919							17,391							16,897
Total liab. and stockholders’ equity	$	194,709						$	192,168						$	186,837
Net interest margin						3.91	%						3.68	%						3.90	%

9

Net Interest Margin and Interest-Rate Spread: Year-to-Date

Average for Year Ended

FTE Basis	December 31, 2003							December 31, 2002
Dollars in millions	Balance			Interest		Rate		Balance			Interest		Rate
ASSETS:
Interest-bearing deposits	$	2,880		$	75	2.59	%	$	2,637		$	112	4.26	%
Federal funds sold/Repos		2,708			292	10.78			5,120			292	5.70
Securities		32,456			1,309	4.03			28,199			1,438	5.10
Total loan and leases - Domestic		109,391			6,379	5.83			101,448			6,728	6.63
Total loan and leases - International		14,995			1,102	7.35			18,484			1,465	7.93
Due from broker/dealer		5,090			52	1.01			3,937			58	1.46
Other earning assets		1,674			62	3.74			1,675			72	4.33
Total interest-earning assets		169,194		$	9,271	5.48	%		161,500		$	10,165	6.29	%
Reserve for credit losses		(3,401	)						(3,778	)
Other assets		28,764							32,144
Total assets	$	194,557						$	189,866
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Deposits:
Savings - Domestic	$	71,277		$	704	0.99	%	$	62,342		$	829	1.33	%
Time - Domestic		15,171			319	2.10			19,772			609	3.08
International		10,096			360	3.57			9,814			634	6.46
Total interest-bearing deposits		96,544			1,383	1.43			91,928			2,072	2.25
Short-term borrowings		13,880			388	2.80			13,949			417	2.99
Long-term debt		18,305			1,010	5.52			22,658			1,147	5.06
Due to broker/dealer		5,095			43	0.84			3,896			46	1.18
Total interest-bearing liabilities	$	133,824		$	2,824	2.11	%	$	132,431		$	3,682	2.78	%
Net interest spread						3.37	%						3.51	%
Demand and other noninterest - bearing time deposits	$	33,311						$	28,560
Other liabilities		9,991							11,559
Total liabilities		177,126							172,550
Preferred Stock		271							271
Common Stock		17,160							17,045
Stockholders’ equity		17,431							17,316
Total liab. and stockholders’ equity	$	194,557						$	189,866
Net interest margin						3.81	%						4.01	%

10

QTD - EARNINGS PER SHARE (EPS)

Computation of equivalent shares and earnings per common share

	BASIC
	Three Months Ended
Dollars in millions, except per share data	12/31/03			09/30/03			12/31/02
Earnings per share:
Net income from continuing operations	$	732		$	675		$	297
Less: Preferred stock dividends		(5	)		(5	)		(5	)
Adjusted net income from continuing operations		727			670			292
Net loss from discontinued operations		—			—			(36	)
Adjusted net income	$	727		$	670		$	256
Weighted average shares outstanding (in millions)		1,052.6			1,048.1			1,046.1
Earnings per share - continuing operations	$	.69		$	.64		$	.28
Earnings per share - net income		.69			.64			.24
	DILUTED
	Three Months Ended
	12/31/03			09/30/03			12/31/02
Equivalent shares (in millions):
Average shares outstanding		1,052.6			1,048.1			1,046.1
Additional shares due to:
Stock options and awards		11.8			4.6			1.2
Total equivalent shares		1,064.4			1,052.7			1,047.3
Earnings per share:
Net income from continuing operations	$	732		$	675		$	297
Less: Preferred stock dividends		(5	)		(5	)		(5	)
Adjusted net income from continuing operations	$	727		$	670		$	292
Net loss from discontinued operations		—			—			(36	)
Adjusted net income	$	727		$	670		$	256
Total equivalent shares (in millions)		1,064.4			1,052.7			1,047.3
Earnings per share - continuing operations	$	.68		$	.64		$	.28
Earnings per share - net income		.68			.64			.24

11

YTD - EARNINGS PER SHARE (EPS)

Computation of equivalent shares and earnings per common share

	BASIC
	Year Ended
Dollars in millions, except per share data	12/31/03			12/31/02
Earnings per share:
Net income from continuing operations	$	2,555		$	1,524
Less: Preferred stock dividends		(18	)		(18	)
Adjusted net income from continuing operations	$	2,537		$	1,506
Net income (loss) from discontinued operations		43			(336	)
Adjusted net income	$	2,580		$	1,170
Weighted average shares outstanding (in millions)		1,048.7			1,045.3
Earnings per share - continuing operations	$	2.42		$	1.44
Earning per share - net income		2.46			1.12
	DILUTED
	Year Ended
	12/31/03			12/31/02
Equivalent shares (in millions):
Average shares outstanding		1,048.7			1,045.3
Additional shares due to:
Stock options and awards		5.4			3.4
Total equivalent shares		1,054.1			1,048.7
Earnings per share:
Net income from continuing operations	$	2,555		$	1,524
Less: Preferred stock dividends		(18	)		(18	)
Adjusted net income from continuing operations	$	2,537		$	1,506
Net income (loss) from discontinued operations		43			(336	)
Adjusted net income	$	2,580		$	1,170
Total equivalent shares (in millions)		1,054.1			1,048.7
Earnings per share - continuing operations	$	2.41		$	1.44
Earning per share - net income		2.45			1.12

12

ANALYSIS OF

CONSOLIDATED

INCOME

STATEMENT

13

Net Interest Income

	2003												2002			2003			2002
Dollars in millions	4Q			3Q			2Q			1Q			4Q			Full Year
Interest income	$	2,342		$	2,213		$	2,322		$	2,343		$	2,352		$	9,220		$	10,102
Tax-equivalent adjustment		15			12			13			12			13			51			63
Interest expense		683			673			737			733			802			2,824			3,682
Net interest income	$	1,674		$	1,552		$	1,598		$	1,622		$	1,563		$	6,447		$	6,483
Net Interest Margin		3.91	%		3.68	%		3.76	%		3.89	%		3.90	%		3.81	%		4.01	%

Net interest income increased $122 million and net interest margin grew 23 basis points from the third quarter. A rollforward of net interest income/margin from 3Q’03 to 4Q’03 follows:

$ in millions	NII		Margin
Third Quarter 2003 Balances	$	1,552	3.68	%
Mortgage-related yield improvement (see note 1 below)		80	.18
Improvement from credit card (see note 2 below)		34	.05
Other, net (see note 3 below)		8	.00
Fourth Quarter 2003 Balances	$	1,674	3.91	%

1) Yields increased on mortgage-related securities and residential mortgages mainly due to a slowing of prepayments during the fourth quarter, which led to a decline in amortization of premiums.

2) The improvement from credit card was driven by both higher volumes and wider spreads. The increase in volume was primarily due to the purchase of the Circuit City portfolio, which closed in the middle of November.

3) The increase in net interest income in “other, net” is mainly due to a higher volume of home equity loans and mortgages, partially offset by declines in revenue from interest rate swaps and international operations, as well as from lower levels of securities and domestic commercial loans.

14

Noninterest Income

	2003										2002			2003			2002
Dollars in millions	4Q		3Q		2Q			1Q			4Q			Full Year
Investment Services Revenue	$	397	$	387	$	379		$	354		$	371		$	1,517		$	1,559
Banking Fees and Commissions		392		401		391			378			382			1,562			1,533
Capital Markets-Related Revenue (2)(3)		251		286		133			111			169			780			512
Credit Card Revenue		167		151		155			156			263			628			785
Other Income:
Mortgage Originations		12		22		20			12			13			67			70
Tax Processing		10		12		18			10			4			49			34
All Other (1)(3)		154		123		164			147			159			589			611
Subtotal		1,383		1,382		1,260			1,168			1,361			5,192			5,104
Gain from Sale of Investment in Argentine Pension Company (1)		—		—		64			—			—			64			—
Argentine Charges (2)		—		—		(115	)		—			—			(115	)		—
Credit-related Charges (3)		10		—		(30	)		(30	)		(50	)		(50	)		(68	)
Total Noninterest Income	$	1,393	$	1,382	$	1,179		$	1,138		$	1,311		$	5,091		$	5,036

Total noninterest income increased $11 million from the third quarter.

• An analysis of capital markets-related revenue, investment services revenue and banking fees and commissions is contained on the following pages.

• Credit card revenue increased $16 million from the third quarter mainly reflecting a seasonal increase in volumes and lower chargeoffs on the securitized portfolio (revenue growth from the mid-November purchase of receivables from Circuit City was primarily reflected in net interest income).

• Revenue from mortgage originations declined $10 million reflecting a lower volume of business.

• The “all other” component of Other income increased $31 million due, in part, to higher lease residual gains from sales of assets, gains associated with securitized commercial and consumer loans, and a favorable valuation adjustment related to assets held for accelerated disposition.

The following items related to prior periods have been broken out and shown as separate line items for the purpose of the above presentation:

(1) A pre-tax gain of $64 million from the sale of an investment in an Argentine pension company which was recorded to Other Income in 2Q’03.

(2) Total Argentine pre-tax charges of $115 million recorded to Capital Markets-Related Revenue in 2Q’03 including a $100 million charge for the estimated impact of ongoing court-ordered deposit redollarizations in Argentina and a $15 million charge for Argentine securities writedowns.

(3) Credit-related charges related to airlines of $30 million in 2Q’03, $30 million in 1Q’03, and $18 million in 3Q’02 were recorded to Other Income. A partial reversal of these charges totaling $10 million was recorded in 4Q’03. A non-airline credit-related charge of $50 million in 4Q’02 was recorded to Capital Markets-Related Revenue.

15

Capital Markets-Related Revenue

	2003										2002			2003		2002
Dollars in millions	4Q		3Q		2Q			1Q			4Q			Full Year
Market-Making	$	19	$	28	$	23		$	35		$	60		$	105	$	271
Foreign Exchange (1)		37		37		23			(26	)		(42	)		71		59
Syndication/Agency Fees		62		49		42			33			26			186		138
Underwriting and Advisory Fees		13		15		18			18			11			63		50
Trading Profits and Commissions (2)		54		30		41			70			52			195		177
Securities Gains (3)		24		35		51			34			148			143		6
Private Equity Revenue		42		92		(65	)		(53	)		(86	)		17		(189	)
Total Capital Markets-Related Revenue	$	251	$	286	$	133		$	111		$	169		$	780	$	512

Capital Markets revenue declined by $35 million from the third quarter:

• Private equity revenue declined $50 million from last quarter reflecting lower gains from investment sales, partially offset by a decline in valuation writedowns. While private equity revenue declined from the prior quarter, it represented a substantial improvement from the fourth quarter of 2002 and the business unit was profitable for the second quarter in a row.

• Securities gains declined $11 million as lower gains from sales of domestic securities were partially offset by higher gains from international, primarily related to the sale of Argentine bonds.

• Market-making revenue declined $9 million as the Specialist business continued to be impacted by lower volumes and unfavorable market conditions.

• Trading profits grew $24 million mainly due to valuation adjustments related to derivatives.

• Syndication fees remained at a healthy level, up $13 million from the third quarter and more than double the level of the fourth quarter of last year.

(1) Excludes $100 million charge in 2Q’03 for establishing a reserve related to the estimated impact of redollarization actions in Argentina on applicable deposits.

(2) Excludes a $50 million credit-related charge recorded to trading profits and commissions in 4Q’02.

(3) Excludes a $15 million charge for Argentine securities writedowns in 2Q’03.

16

Investment Services Revenue

	2003								2002		2003		2002
Dollars in millions	4Q		3Q		2Q		1Q		4Q		Full Year
Investment Management Revenue	$	286	$	274	$	259	$	249	$	256	$	1,067	$	1,092
Brokerage Fees and Commissions		111		113		120		105		115		450		467
Total Investment Services Revenue	$	397	$	387	$	379	$	354	$	371	$	1,517	$	1,559

The $10 million increase in investment services revenue reflected an improvement in investment management revenue mainly due to increased inflows into mutual funds and improved stock market valuations during the quarter. Domestic assets under management were $160 billion at December 31, 2003 compared with $152 billion at September 30.

Banking Fees and Commissions

	2003								2002		2003		2002
Dollars in millions	4Q		3Q		2Q		1Q		4Q		Full Year
Cash Management Fees	$	114	$	119	$	114	$	115	$	108	$	462	$	460
Deposit Account Charges		110		109		107		102		103		427		414
Electronic Banking Fees		64		68		71		63		69		267		267
Other		104		105		99		98		102		406		392
Total Banking Fees & Commissions	$	392	$	401	$	391	$	378	$	382	$	1,562	$	1,533

Banking fees and commissions declined $9 million from the third quarter but grew $10 million from the fourth quarter of last year. Cash management fees declined $5 million due, in part, to a fewer number of business days in the fourth quarter billing period. Electronic banking fees were down $4 million from the third quarter after absorbing a full quarter’s impact of reduced interchange fees related to the Visa/Master Card merchant litigation settlement that took effect on August 1.

17

NONINTEREST EXPENSE

Noninterest Expense

	2003												2002			2003			2002
Dollars in millions	4Q			3Q			2Q			1Q			4Q			Full Year
Employee Compensation and Benefits	$	891		$	860		$	822		$	826		$	774		$	3,398		$	3,249
Occupancy		129			131			129			129			121			517			503
Equipment		107			107			113			119			117			446			478
Intangible Asset Amortization		20			19			19			20			28			79			93
Merger and Restructuring Charges		—			—			—			—			83			—			101
Other		576			494			511			479			542			2,061			1,980
Total Noninterest Expense	$	1,723		$	1,611		$	1,594		$	1,573		$	1,665		$	6,501		$	6,404
FTE Employees		47,441			47,696			48,319			49,567			50,266			47,441			50,266
Efficiency Ratio		56.2	%		54.9	%		57.4	%		57.0	%		57.9	%		56.3	%		55.6	%

Noninterest Expense Rollforward (amounts in millions)

Description	Amount
Third Quarter 2003	$	1,611
Increase to litigation reserves		50
Higher expenses in Latin America (see note 1)		42
Incentive compensation adjustments (see note 2)		36
Higher professional fees and marketing expenses		19
Other, net (mainly absence of 3Q charges to increase general corporate expense reserves)		(35	)
Fourth Quarter 2003	$	1,723

1. The increase in Latin America was due to fourth quarter charges related to further downsizing of Argentine operations, the impact of mandatory wage increases in Brazil and the strengthening of some local currencies against the dollar. The Argentine business earned $4 million in the fourth quarter as the increase in expenses was mostly offset by gains from the sales of government bonds.

2. Reflects adjustments to accrued incentive compensation based on a recent management decision to pay 2003 awards 100% in cash rather than a combination of cash and equity as originally planned.

18

LOAN PORTFOLIO,

CREDIT QUALITY &

CAPITAL

19

LOANS

Average Loans

	2003								2002		2003		2002
Dollars in millions	4Q		3Q		2Q		1Q		4Q		Full Year
OWNED
Commercial:
Commercial and Industrial - Domestic	$	33,074	$	34,816	$	37,504	$	39,306	$	41,292	$	36,154	$	44,453
Commercial Real Estate - Domestic		9,671		10,275		10,530		10,825		10,997		10,322		11,450
International		9,721		10,386		11,115		11,468		12,194		10,667		14,251
Total Commercial Loans		52,466		55,477		59,149		61,599		64,483		57,143		70,154
Lease Financing - Domestic		10,538		10,554		10,568		10,950		10,983		10,651		11,375
Lease Financing - International		3,296		3,268		3,241		3,154		3,024		3,241		2,902
Total Leases		13,834		13,822		13,809		14,104		14,007		13,892		14,277
Total Commercial Loans and Leases		66,300		69,299		72,958		75,703		78,490		71,035		84,431
Consumer:
Home Equity		30,933		28,536		25,730		23,972		20,812		27,315		16,948
Residential Real Estate		19,484		16,281		14,766		12,662		8,938		15,818		7,530
Credit Card		6,440		5,454		5,377		5,913		6,007		5,796		5,598
Other Consumer		3,344		3,150		3,348		3,495		3,515		3,334		4,094
International		1,156		1,095		1,093		1,005		1,021		1,088		1,331
Total Consumer		61,357		54,516		50,314		47,047		40,293		53,351		35,501
Total Loans-Owned		127,657		123,815		123,272		122,750		118,783		124,386		119,932
SECURITIZED
Credit Card		9,322		9,336		9,373		9,845		10,389		9,467		10,042
Collateralized Loan Obligation		4,524		4,480		4,538		4,538		4,559		4,520		4,164
Lease Financing		535		574		605		630		672		586		678
Consumer Asset Finance		895		993		909		405		446		802		509
Total Securitized Loans		15,276		15,383		15,425		15,418		16,066		15,375		15,393
Total Managed Loans	$	142,933	$	139,198	$	138,697	$	138,168	$	134,849	$	139,761	$	135,325

Total average loans-owned grew $3.8 billion from the third quarter. An analysis of the major changes by category follows:

q Residential mortgage loans grew $3.2 billion mainly reflecting portfolio purchases in connection with managing interest rate risk.

q Home equity loans grew $2.4 billion reflecting a continued emphasis on cross-selling this product to existing customers and the relatively low interest rate environment. The home equity portfolio has an average loan-to-value ratio of 59%, customers have an average FICO score of 763, and approximately two-thirds of the portfolio represents first liens on the property.

q Credit card receivables grew $1.0 billion mainly due to the acquisition of the Circuit City portfolio, which closed in mid-November, and a seasonal pick-up in volume.

q Domestic commercial and industrial loans declined $1.7 billion reflecting continued low customer demand.

q International loans and leases declined $0.6 billion due to further declines in Latin American loans, mainly Brazil and Argentina.

q All other loans/leases declined $0.5 billion (net) primarily reflecting a decline in commercial real estate loans.

20

Credit Cards - Domestic

Dollars in millions	Owned			Securitized			Managed *
December 31, 2003(1)
Period-end Receivables	$	7,613		$	9,319		$	16,932
Average Receivables		6,440			9,322			15,762
Net Charge-offs		89.3			161.2			250.5
Delinquent Receivables		240.5			391.6			632.1
Charge-off Ratio (annualized)		5.50	%		6.86	%		6.31	%
Delinquency Ratio		3.16			4.20			3.73
	Owned			Securitized			Managed *
September 30, 2003
Period-end Receivables	$	5,457		$	9,339		$	14,796
Average Receivables		5,454			9,336			14,790
Net Charge-offs		80.7			171.5			252.2
Delinquent Receivables		181.5			396.4			577.9
Charge-off Ratio (annualized)		5.87	%		7.29	%		6.77	%
Delinquency Ratio		3.33			4.25			3.91

* Managed balances represent the aggregate of both owned and securitized credit card receivables.

⁽¹⁾ December 31, 2003 includes the impact of the Circuit City portfolio acquisition on the Owned and Managed portfolios. Period ending and average receivables include $1,222mm and $582mm, respectively, related to this portfolio. During Q4’03, there were nominal charge-offs and at December 31 there were delinquent receivables of $124mm, which were purchased at a discount and carried at a nominal amount. Excluding the impact of this portfolio, the annualized charge-off ratio was 6.02% and 6.53% for the Owned and Managed portfolios, respectively. Similarly, the delinquency ratio would be 3.72% and 4.01% for the Owned and Managed portfolios, respectively.

21

CREDIT QUALITY

Events in Argentina have had a significant impact on the Corporation’s levels of nonperforming assets, credit losses and reserves. Below is an analysis of credit quality data for the most recent five quarters that isolates the impact of Argentina on the consolidated totals.

	2003												2002
Dollars in millions	4Q			3Q			2Q			1Q			4Q
Nonperforming Assets
Argentina	$	1,030		$	1,199		$	1,326		$	1,461		$	1,680
All other		927			1,141			1,277			1,512			1,779
Total	$	1,957		$	2,340		$	2,603		$	2,973		$	3,459
Net Loan Charge-offs
Argentina	$	(1	)	$	56		$	78		$	196		$	157
All other		251			265			410			430			450
Total	$	250		$	321		$	488		$	626		$	607
Reserve for Credit Losses
Argentina	$	545		$	547		$	605		$	681		$	870
All other		2,529			2,581			2,593			2,725			2,994
Total	$	3,074		$	3,128		$	3,198		$	3,406		$	3,864
Reserve/Loans
Argentina		31.78	%		29.55	%		29.70	%		30.58	%		36.07	%
All other		1.99	%		2.07	%		2.13	%		2.24	%		2.54	%
Total		2.38	%		2.48	%		2.58	%		2.75	%		3.21	%
Net Loan Charge-offs/Average Loans
Argentina		NM			11.49	%		14.42	%		33.64	%		23.86	%
All other		.79	%		.86	%		1.36	%		1.45	%		1.54	%
Total		.78	%		1.03	%		1.59	%		2.07	%		2.03	%
Reserve/Nonperforming Loans
Argentina		75	%		65	%		63	%		63	%		68	%
All other		298	%		245	%		212	%		187	%		173	%
Total		195	%		165	%		146	%		134	%		129	%
Nonperforming Assets/Related Assets
Argentina*		51.12	%		54.40	%		55.27	%		55.96	%		59.66	%
All other		.73	%		.92	%		1.05	%		1.24	%		1.51	%
Total*		1.51	%		1.85	%		2.09	%		2.39	%		2.86	%

NM = Not Meaningful; Argentina had net recoveries of $1 million in 4Q’03.

* Calculation includes Argentine securities.

22

The following tables present credit quality information for the Corporation’s loan portfolio over the most recent five quarters:

Nonperforming Assets (NPAs)

	2003								2002
Dollars in millions	4Q		3Q		2Q		1Q		4Q
Nonaccrual Loans excluding Argentina
Commercial and Industrial - Domestic	$	470	$	661	$	874	$	1,078	$	1,432
Commercial - International		241		243		179		200		139
Commercial Real Estate - Domestic		38		58		70		80		73
Consumer - Domestic		80		69		77		80		72
Consumer - International		20		21		25		19		11
Subtotal		849		1,052		1,225		1,457		1,727
Other Nonperforming Assets		78		89		52		55		52
Total Nonperforming Assets excluding Argentina		927		1,141		1,277		1,512		1,779
Argentina		1,030		1,199		1,326		1,461		1,680
Total Nonperforming Assets	$	1,957	$	2,340	$	2,603	$	2,973	$	3,459

Nonperforming Assets Reconciliation

	2003												2002			2003			2002
Dollars in millions	4Q			3Q			2Q			1Q			4Q			Full Year
Beginning Balance	$	2,340		$	2,603		$	2,973		$	3,459		$	3,759		$	3,459		$	1,849
Additions		392			407			494			629			747			1,922			5,017
Reductions		(770	)		(658	)		(864	)		(1,115	)		(1,047	)		(3,407	)		(3,148	)
NPAs Reclassified as Held for Sale or Accelerated Disposition		(5	)		(12	)		—			—			—			(17	)		(259	)
Ending Balance	$	1,957		$	2,340		$	2,603		$	2,973		$	3,459		$	1,957		$	3,459

Note: At December 31, 2003, assets held for sale or accelerated disposition had a net carrying value of $3 million, compared with $43 million at September 30, 2003. These assets are excluded from the NPA information presented above. Transfers of loans to assets held for sale or accelerated disposition are made in accordance with management’s intention to focus additional resources on their accelerated disposition.

23

Domestic NPA Portfolio

Stratification

	4Q 2003			4Q 2002
Range $ in MM	Amount $ in MM		# Loans	Amount $ in MM		# Loans
$75 & Up	$	—	—	$	244	2
$50 -to- $75		—	—		59	1
$25 -to- $50		27	1		228	7
$10 -to- $25		235	16		516	34
Less Than $10		380			571
Total Domestic NPAs	$	642		$	1,618

Rollforward of Reserve for Credit Losses

	2003												2002			2003			2002
Dollars in millions	4Q			3Q			2Q			1Q			4Q			Full Year
Beginning Balance	$	3,128		$	3,198		$	3,406		$	3,864		$	3,727		$	3,864		$	3,634
Provision for Credit Losses(1)		195			265			285			280			750			1,025			2,760
Net Loan Charge-offs, excluding Argentina
Charge-offs		324			338			479			490			512			1,632			2,336
Recoveries		(73	)		(73	)		(69	)		(60	)		(62	)		(277	)		(219	)
Net Loan Charge-offs, excluding Argentina		251			265			410			430			450			1,355			2,117
Argentina Net Loan Charge-offs		(1	)		56			78			196			157			329			343
Total Net Loan Charge-offs		250			321			488			626			607			1,684			2,460
Other		1			(14	)		(5	)		(112	)		(6	)		(131	)		(70	)
Ending Balance	$	3,074		$	3,128		$	3,198		$	3,406		$	3,864		$	3,074		$	3,864
Ending Balance excluding Argentina	$	2,529		$	2,581		$	2,593		$	2,725		$	2,994		$	2,529		$	2,994
Argentina Ending Balance(2)		545			547			605			681			870			545			870

1. The 4Q’03 provision for credit losses of $195 million resulted in a $55 million reserve reduction. Excluding this reduction, the 4Q’03 provision would have been $250 million.

2. The reserve for credit losses for Argentina was established in prior years. Each quarter, net chargeoffs and recoveries for Argentine loans are recorded against the reserve. The remaining reserve at December 31, 2003 is deemed adequate to cover expected losses from the Argentine portfolio in the future.

24

Summary of Credit-Related Costs

	2003									2002		2003		2002
Dollars in millions	4Q			3Q		2Q		1Q		4Q		Full Year
Provision for Credit Losses	$	195		$	265	$	285	$	280	$	750	$	1,025	$	2,760
Charges to Noninterest Income		(10	)		—		30		30		50		50		68
Total Credit-Related Costs	$	185		$	265	$	315	$	310	$	800	$	1,075	$	2,828

Net Charge-Offs

	2003									2002		2003		2002
Dollars in millions	4Q			3Q		2Q		1Q		4Q		Full Year
Net Charge-offs excluding Argentina
C & I Loans and Leases	$	36		$	132	$	292	$	275	$	276	$	733	$	1,618
International		101			29		23		41		81		194		125
Commercial Real Estate		(1	)		—		6		9		4		15		9
Total Commercial		136			161		321		325		361		942		1,752
Credit Card		89			81		68		77		63		316		258
Other Consumer		20			17		16		18		18		71		79
International		6			6		5		9		8		25		28
Residential		—			—		—		1		—		1		—
Total Consumer		115			104		89		105		89		413		365
Total Net Loan Charge-offs excluding Argentina		251			265		410		430		450		1,355		2,117
Argentina		(1	)		56		78		196		157		329		343
Total Net Loan Charge-offs		250			321		488		626		607		1,684		2,460
Charges to Noninterest Income		(10	)		—		30		30		50		50		68
Total Net Charge-offs	$	240		$	321	$	518	$	656	$	657	$	1,734	$	2,528

Note: The increase in international commercial chargeoffs between 3Q’03 and 4Q’03 mainly relates to chargeoffs taken on a large international credit.

25

CAPITAL

Capital and Share Data

	2003												2002
Dollars in millions, except per share data	4Q			3Q			2Q			1Q			4Q
Common Equity	$	18,009		$	17,323		$	17,167		$	16,861		$	16,562
Total Stockholders’ Equity		18,280			17,594			17,438			17,132			16,833
Tier 1 Capital *		16,476			15,734			15,222			15,254			15,049
Total Capital *		22,136			21,479			21,128			21,361			21,399
Market Capitalization		46,463			31,738			31,220			25,037			25,449
Tangible Common Equity/Assets		6.87	%		6.65	%		6.54	%		6.29	%		6.40	%
Total Equity/Assets		9.13			8.96			8.85			8.60			8.84
Tier 1 Capital Ratio *		8.91			8.64			8.35			8.36			8.24
Total Capital Ratio *		11.98			11.79			11.60			11.71			11.72
Leverage Ratio *		8.67			8.38			7.96			8.03			8.27
Book Value Per Share	$	16.94		$	16.46		$	16.32		$	16.04		$	15.78
Shares Outstanding, period-end (in millions)		1,063.1			1,052.6			1,052.1			1,051.3			1,049.8
Average Diluted Shares Outstanding (in millions)		1,064.4			1,052.7			1,050.8			1,048.4			1,047.3

* 4Q 2003 are estimates

At December 31, 2003, FleetBoston exceeded all regulatory required minimum capital ratios, and its banking subsidiaries were considered well capitalized according to regulatory guidelines.

Common Stock Data

	2003								2002		2003		2002
	4Q		3Q		2Q		1Q		4Q		Full Year
Stock Price at End of Period	$	43.65	$	30.15	$	29.71	$	23.88	$	24.30	$	43.65	$	24.30
High Closing Price for the Period		43.65		31.54		31.15		27.64		27.49		43.65		37.21
Low Closing Price for the Period		31.18		29.35		24.55		21.98		17.75		21.98		17.75
Dividend declared		.35		.35		.35		.35		.35		1.40		1.40
Dividend paid		.35		.35		.35		.35		.35		1.40		1.40

FleetBoston Financial (FBF) is traded on the NYSE and the Boston Stock Exchange with total equity of $18.3 billion and a book value per share of $16.94 at December 31, 2003.

26

REVIEW OF

BUSINESS LINE

RESULTS

27

2003 Highlights

q Reported earnings for 2003 were $2.45 per share, which represented a 119% increase from 2002

q Core Domestic Businesses: Personal Financial Services

• Low cost core deposits up 13% over 2002

• Home equity loan portfolio up $10 billion to $31 billion from the end of 2002

• Products per household rose to 3.8 and have grown in every market over last year

• Total retail & small business accounts up 5% over last year

• The 12 month rolling retail customer attrition rate declined 40 basis points to 15.6% from last year

• Number of active HomeLink (our home banking product) customers up 19% over the past year

• Quick & Reilly transformation to a Full-Advice Model completed

• Expanded presence in Philadelphia area by announcing the acquisition of Progress Financial

q Core Domestic Businesses: National/Regional Commercial Financial Services & Inv. Mgmt.

• Revenue per commercial customer increased 7% in the past year

• Cross-sell fees grew 8% in 2003 from a year ago

Ø Corporate Finance/FX/Derivative fees up 10%

Ø Trade Services up 12%

Ø Investment Management up 12%

Ø Cash Management & Deposit fees up 4%

• Low cost core deposits up 30% over 2002

• Number of “credit-only” relationships has declined to 12%

• For the fourth consecutive year, the U.S. Small Business Administration recognized Fleet as one of the top five providers of SBA loans in the nation

• Domestic assets under management rose to $160 billion at December 31, 2003 from $143 billion at the end of 2002

• In October, Columbia Management Group selected ‘Columbia’ as the consistent brand name for all Liberty and Columbia mutual funds and related businesses

q Significant improvement in risk profile:

• Total nonperforming assets declined 43% from a year ago to $1.96B and are down 50% from peak in ‘02

• Argentine nonperforming assets declined to $1.0B at the end of 2003 from $1.7B at the end of 2002

• Loss rate on overall loan portfolio declined to 78 basis points in Q4’03 vs. 203 basis points in Q4’02 and total credit costs in 2003 were $1.1 billion vs. $2.8 billion in 2002

• Completed corporate program to reduce targeted credit exposures

• Composition of managed loan portfolio in Q4’03 was consumer 49%, commercial 41%, and international 10% versus Q4’02 of consumer 37%, commercial 51%, and international 12%

• Reduced Latin American exposure. Total assets in Brazil declined to $8.1B from $9.1B at the beginning of the year and total assets in Argentina declined to $2.7B from $3.7B at the beginning of the year.

• Principal Investing assets declined to $3.0 billion at the end of 2003 from $3.4 billion at the end of 2002 and the business returned to profitability in the second half of 2003

• Tangible common ratio rose to 6.87% at December 31, 2003 compared with 6.40% at the end of 2002; excess capital at the end of 2003 was approximately $1.7 billion (given a targeted tangible common ratio of 5.75% to 6.25%).

28

Line of Business Results: Total Company

Net Income

29

LINE OF BUSINESS RESULTS

Line of business results are monitored by an internal profitability measurement system. Business line earnings are subject to periodic restatements based on modifications to management accounting rules, profitability measurement system enhancements and organizational changes. The business line financials presented herein conform to the organizational hierarchy that was announced during the second quarter, which includes the Corporation’s three major business lines, Personal Financial Services, National Commercial Financial Services and Regional Commercial Financial Services & Investment Management, as well as Capital Markets and International Banking.

Line of Business Earnings Summary

	Net Income (Loss)						Quarterly Results Revenue						Return on Equity
Dollars in millions	4Q’03			3Q’03			4Q’03			3Q’03			4Q’03		3Q’03
Personal Financial Services	$	282		$	260		$	1,439		$	1,377		23	%	22	%
National CFS		233			214			681			638		21		19
Regional CFS and Investment Management		122			116			626			614		15		14
International Banking		35			49			294			274		11		16
Capital Markets		18			44			81			135		5		12
All Other		42			(8	)		(54	)		(104	)	nm		nm
Discontinued Operations		—			—			na			na		nm		nm
Total FleetBoston	$	732		$	675		$	3,067		$	2,934		16	%	16	%
	Year Ended December 31
	Net Income (Loss)						Revenue						Return on Equity
Dollars in millions	2003			2002			2003			2002			2003		2002
Personal Financial Services	$	1,016		$	1,047		$	5,536		$	5,457		21	%	23	%
National CFS		826			766			2,574			2,585		18		13
Regional CFS and Investment Management		444			492			2,446			2,504		13		14
International Banking		112			(381	)		988			586		9		nm
Capital Markets		(11	)		(59	)		239			251		nm		nm
All Other		168			(341	)		(245	)		136		nm		nm
Discontinued operations		43			(336	)		na			na		nm		nm
Total FleetBoston	$	2,598		$	1,188		$	11,538		$	11,519		15	%	7	%

30

PERSONAL FINANCIAL SERVICES

A. Profile

• Nearly 5.4 million retail households & over 500,000 small businesses

• Leading position in 4 of the top 6 states based on per capita income

• 30% household share in New England

• 1,459 Stores & 3,453 ATMs

• 85 Fleet Investor Centers staffed with over 900 brokers

• Approximately 1,500 Investment Advisors selling within our stores

B. Comparative Data

	2003						Change
Dollars in millions	4Q			3Q
Net Income
Consumer Banking	$	183		$	184		$	(1	)
Small Business		34			35			(1	)
Credit Card		65			41			24
Total	$	282		$	260		$	22
Revenues
Consumer Banking	$	795		$	785		$	10
Small Business		144			141			3
Credit Card		500			451			49
Total	$	1,439		$	1,377		$	62
ROE		23	%		22	%		100	bp
Average Loans (Managed)
Credit Card	$	15,762		$	14,790		$	972
Home Equity (excl. Resi Mortgages which are carried in Treasury)		30,703			28,343			2,360
Other		4,892			4,778			114
Total	$	51,357		$	47,911		$	3,446

C. Analysis of Results (4Q’03 vs. 3Q’03)

Personal Financial Services earned $282 million for the quarter which represents an increase of $22 million or 8% over the prior quarter. The impact of the Circuit City credit card portfolio purchase and higher seasonal business volumes contributed to these positive results. Consumer results were impacted by increased advertising expenditures.

31

REGIONAL COMMERCIAL FINANCIAL SERVICES

and INVESTMENT MANAGEMENT

A. Profile

• 30,000 Commercial Customers

• 30% Market Share in Northeast of commercial customers with $10 million to $500 million of sales

• 224,000 High Net Worth Consumer Customers

• Core/Target Commercial Clients: Small to mid-size firms ($2MM-$500MM), Healthcare, Non-Profit, Professional Services, Government

• Key Solutions: Credit, Cash Management, Trade Services, Asset Management, Personal Financial Planning

• #1 in middle market and small business in the Northeast

• #1 in cash management in the northeast

• #2 in middle market syndications

• #4 issuer of Commercial Letters of Credit

• Columbia Management Group is a Top 30 Global Asset Manager

Ø $160 billion in Assets Under Management

B. Comparative Data

	2003						Change
Dollars in millions	4Q			3Q
Net Income
Regional Commercial Financial Services	$	71		$	77		$	(6	)
Investment Management		51			39			12
Total	$	122		$	116		$	6
Revenues
Regional Commercial Financial Services	$	335		$	336		$	(1	)
Investment Management		291			278			13
Total	$	626		$	614		$	12
ROE		15	%		14	%		100bp
Average Loans (Managed)
Regional Commercial Financial Services	$	13,575		$	14,278		$	(703	)
Investment Management		3,722			3,907			(185	)
Total	$	17,297		$	18,185		$	(888	)
Domestic Assets Under Management (in billions )	$	160		$	152		$	8
Product Revenues
Cash Management & Deposit Fees	$	50.4		$	52.3		$	(1.9	)
Corporate Finance Fees		4.4			9.6			(5.2	)
Trade Services		13.6			12.7			0.9
FX & Derivatives		19.1			18.9			0.2
Investment Products		4.4			4.3			0.1
Total	$	91.9		$	97.8		$	(5.9	)

32

C. Analysis of Results (4Q’03 vs.3Q’03)

Regional Commercial Financial Services and Investment Management earned $122 million in the current quarter which represents an increase of $6 million or 5% over the prior quarter. The Investment Management business benefited from increased flows into mutual funds and improvements in the equity markets while Regional Commercial Financial Services’ earnings declined as a result of lower investment banking fees and increased initiative expenditures.

33

NATIONAL COMMERCIAL FINANCIAL SERVICES

A. Profile

• 60,000 Customers

• Core/Targeted Clients: National Mid-Cap, Asset-Based, Leasing, Real Estate, Financial Institutions

• Key Solutions: Credit, Capital Markets, FX/Derivatives, Leasing, Cash Management

• # 2 bank-owned leasing company

• # 2 real estate lead arranger

• Top 3 bank-owned asset based lender

• Top 3 non-investment-grade lead arranger

B. Comparative Data

	2003						Change
Dollars in millions	4Q			3Q
Net Income
Specialized Finance	$	165		$	151		$	14
National Banking		68			63			5
Total	$	233		$	214		$	19
Revenues
Specialized Finance	$	466		$	433		$	33
National Banking		215			205			10
Total	$	681		$	638		$	43
ROE		21	%		19	%		200bp
Average Loans (Managed)
Specialized Finance	$	35,269		$	36,064		$	(795	)
National Banking		9,182			10,108			(926	)
Total	$	44,451		$	46,172		$	(1,721	)
Product Revenues
Cash Management & Deposit Fees	$	58.0		$	59.3		$	(1.3	)
Corporate Finance Fees		61.6			58.6			3.0
Trade Services		33.8			32.6			1.2
FX & Derivatives		24.6			27.8			(3.2	)
Investment Products		6.5			5.6			0.9
Total	$	184.5		$	183.9		$	0.6

C. Analysis of Results (4Q’03 vs. 3Q’03)

National Commercial Financial Services earned $233 million in the current quarter, compared to $214 million in the prior quarter an increase of $19 million. The unit benefited from a higher level of leasing revenue and corporate finance fees combined with reduced investment writedowns. Lower demand for commercial loans continued to impact fourth quarter results.

34

International Banking

	Quarterly Results
	Net Income				Revenue				Return on Equity
Dollars in millions	4Q’03		3Q’03		4Q’03		3Q’03		4Q’03		3Q’03
Brazil	$	16	$	27	$	131	$	140	14	%	22	%
Argentina		4		2		76		45	4		2
Other International Units		15		20		87		89	18		24
Total International Banking	$	35	$	49	$	294	$	274	11	%	16	%

International Banking earned $35 million in the fourth quarter of 2003 compared to $49 million in the prior quarter. Argentina earned $4 million in the current quarter versus $2 million in the prior quarter. Although results were essentially flat, there were a number of significant changes. Government mandated indexation adjustments and the sale of a government compensation bond favorably impacted the results but were offset by charges taken in the quarter related to branch closings. Brazil earned $16 million in the fourth quarter of 2003 compared with $27 million in the prior quarter. The decline was mainly the result of narrower spreads from the declining interest rate environment and a lower volume of earning assets. In addition, expenses increased as a result of mandatory wage adjustments and the impact of a strengthening local currency on reported dollar amounts.

Capital Markets

	Quarterly Results
	Net Income				Revenue				Return on Equity
Dollars in millions	4Q’03		3Q’03		4Q’03		3Q’03		4Q’03		3Q’03
Fleet Specialist/Execution & Clearing	$	10	$	15	$	66	$	78	7	%	12	%
Principal Investing		8		29		15		57	3		12
Total Capital Markets	$	18	$	44	$	81	$	135	5	%	12	%

The Capital Markets businesses earned $18 million in the fourth quarter of 2003 compared to $44 million in the prior quarter. Principal Investing earned $8 million in the current quarter compared to $29 million in the prior quarter due to lower portfolio gains that were partially offset by lower writedowns in the current quarter. Fleet Specialist/Execution & Clearing earned $10 million in the current quarter versus $15 million in the prior quarter as unfavorable market conditions continue to impact the Specialist business.

************

All Other includes transactions not allocated to the principal business lines and the residual impact of methodology allocations, as well as the business activities of the Treasury unit, which is responsible for managing the Corporation’s securities and residential mortgage portfolios, balance sheet management functions and wholesale funding.

35

Q4’03 CORE DOMESTIC BUSINESS HIGHLIGHTS

Our Consumer Brand Promise: Fleet helps me make smarter decisions with my money so I can move forward with confidence.

Our Commercial Brand Promise: Fleet provides me with an expert ally whose ideas and solutions will fuel my growth and drive my success

Growth during 4Q’03

• Low cost core commercial deposits up $2.1B (or 27% annualized) from last quarter.

• Low cost core consumer deposits up $1.0B (or 6% annualized) from last quarter.

Ø See graphs on pages 37 and 38 for trends in core deposits

• Growth in Home Equity lending remains solid and continues to come predominately from customers refinancing mortgages into our first lien products. As of November ‘03:

Ø 67% of Home Equity outstandings are in a first lien position; up from 58% a year ago.

Ø The average/weighted Loan-to-Value of the Home Equity portfolio is 59%.

Ø The average/weighted FICO score of the Home Equity portfolio is 763

• Products per household have grown in every state and every market over last year and now total 3.8 per household.

Ø Product Penetration (% of Fleet retail households with the following products as of November ‘03)

• Active Online (HomeLink) account 24% (vs. 20% last year)

• Credit Card 26% (vs. 22% last year)

• Home Equity Line/Loan 12% (vs. 9% last year)

• Brokerage account 11% (vs. 10% last year)

• Mutual Fund sales through third parties totaled $4.1B in the quarter, up 14% compared to last quarter and up 55% from the same quarter of last year.

• Excluding money market accounts, Columbia Management Group experienced positive net inflows into mutual funds during the quarter of $1.2B. Our top performing Wanger Acorn and Columbia High Yield funds continue to drive this success.

• In Q4, average daily retail trades in brokerage accounts increased 7% compared to the prior quarter to 21M trades/day. Compared to the same period last year, trades increased 20%.

• Total commercial customers using Capital Markets (FX, Derivatives & Corporate Finance) is up 13% over last year.

Operating Results: Comparison to Prior Year

• The low interest rate environment continues to restrain the earnings of Personal Financial Services (PFS) as the value of deposit balances has declined. Had deposit spreads remained unchanged from last year, Q4’03 earnings would have grown by 12% over Q4’02.

Improving Customer Service

• HomeLink, our award-winning online banking product, introduced two new features during the quarter, which were among the most requested features by current users. Customers now have access to daily account balance information as well as the ability to view cancelled check images (both front & back) online.

• More than 200 Private Client and Columbia Management Group (CMG) customers and prospects participated in a Client Market Commentary conference call this quarter. Topics covered included the current market outlook, a view on the technology sector’s recovery, year-end gift-giving strategies, and client investment strategies.

• The first class of 36 Six Sigma Black Belts graduated this quarter and continued to lead their project teams working on over 60 projects throughout the company designed to enhance customer and employee satisfaction, drive revenue, and increase operating efficiency.

36

• To date, more than 94,000 people have visited our Smarter Decisions with Fleet website. The site provides customers with articles, tools, and resources to help them master the basics of money management and assists them in achieving their financial goals.

• During Q3’03, employees who recognized Gold Star Service from their co-workers made approximately 18,000 Gold Star recognition nominations. From this list, 200 Shining Star awards were made last month.

Other Growth Initiatives

• During the quarter, Columbia Management Group officially launched the Columbia brand to clients in the retail channel by changing all Liberty-branded funds to Columbia.

• In November, Fleet acquired a credit card portfolio from Circuit City Stores, Inc. with receivables in excess of $1 billion. The transaction was essentially a financial transaction as the portfolio was purchased at a discount, which is expected to improve the overall returns on our national card portfolio.

• Using Six Sigma methodology to take a comprehensive look at Fleet’s returned mail process, a cross-functional team from Consumer Account Services, Fleet Credit Card, Columbia Management Group, US Clearing, and Quick & Reilly, recently launched a project that is expected to reduce returned mail by 33% with expense savings of over one million dollars annually.

37

Electronic Banking

• 76% of total ATM/Debit card customers are enrolled in HomeLink.

• Number of active HomeLink customers up 19% over the past year; currently growing at 16M customers per month. Average daily logins during the quarter were 318M, up 25% from last year.

• Active HomeLink customers with Bill Pay increased to 414M by year-end 2003; up 17% from 2002.

• Active HomeLink customers made 2.7 million bill-payments in Dec ‘03; up 15% from a year ago.

• 144M HomeLink customers also have a linked Quick & Reilly account; growing by 3.7M accounts per month.

38

ARGENTINA

I. Comparative Financial Information

	4Q’03		4Q’02		4Q’01
A. Balance Sheet (in billions) (1)
Assets	$	2.7	$	3.7	$	9.3
Securities		.3		.4		.3
Loans
Commercial		1.2		1.9		4.5
Consumer		.3		.3		1.8
Sovereign		.2		.2		.4
Total Loans		1.7		2.4		6.7
Loan Loss Reserves (2)		.5		.9		.9
Reserve for ongoing court-ordered deposit reimbursement		.1		—		—
Deposits		1.4		1.3		4.4

(1) Declines in assets and deposits from 4Q’01 were due mainly to pesofication, weakening of the local currency, and chargeoffs.

(2) The reserve totals shown reflect charges taken in 2Q’02 and 4Q’01 as well as the portion of the general reserve for credit losses that has been allocated to Argentina. Credit losses are charged against the reserve.

B. Income Statement (in millions) (3)
Net Interest Revenue	$	37	$	15		$	122
Noninterest Income		39		(36	)		(1	)
Expenses		69		37			102
Provision for Credit Losses		—		—			749
Charges (4)		—		—			(325	)
Net Income (Loss)		4		(36	)		(634	)

(3) Compared to 4Q’01 revenue and expense levels were affected by a weaker local currency. Revenue levels were also affected by a significant increase in nonperforming assets and new government policies. The credit loss provision has been zero since 4Q’01 as all credit losses have been charged against the reserves established in prior years. The improvement in net interest revenue between 4Q’02 and 4Q’03 reflects the impact of a government-mandated indexation adjustment on consumer loans. The improvement in noninterest income between 4Q’02 and 4Q’03 reflects a $22 million gain on sales of compensation bonds and the absence of foreign exchange losses on deposits released via judicial decree since these losses have been charged against the reserve for ongoing court–ordered deposit reimbursement established in Q2’03. Expenses in 4Q’03 include severance and other charges for streamlining operations and modifying the bank’s retail strategy. In addition, expenses increased from 4Q’02 due to the impact of local currency revaluation and higher levels of sales taxes.

(4) 4Q’01 charges include $200 million for pesofication and $125 million for securities writedowns.

C. Credit Quality (in millions) (5)
NPAs	$	1,030		$	1,680	$	263
Net Chargeoffs (recoveries)		(1	)		157		39

(5) The growth in NPAs between 4Q’01 and 4Q’02 is mainly due to a higher level of commercial loan NPAs and the placement of all sovereign loans and securities on nonaccrual; $.3 billion of the Q4’03 and $.4 billion of the Q4’02 NPAs are securities and the remainder are loans. The decline in NPAs between 4Q’02 and 4Q’03 is mainly due to chargeoffs, sales and collections. Q4’03 net recovery reflected lower gross charge-offs and recoveries from asset sales.

D. Estimated Cross-border (in billions)
Trade-Related	$	.3		$	.4		$	1.0
Other		1.0			1.9			3.8
Sub-total		1.3			2.3			4.8
Risk Mitigation:
Guarantees		(.1	)		(.3	)		(.7	)
Insurance		(.4	)		(.5	)		(.8	)
Net Total	$	.8		$	1.5		$	3.3

II. Other Information

• 4Q’03 GDP rose 9.1% vs. 4Q’02.

• Balance sheet translated at 12/31/03 exchange rate of 2.93 pesos per dollar vs. 3.36 at 12/31/02.

• Total translation gains for 2003 were $26 million (after-tax); translation losses were $358 million (after-tax) for all of 2002. Translation gains/losses are recorded directly to stockholders’ equity, net of tax.

39

BRAZIL

I. Comparative Financial Information

	4Q’03		4Q’02		4Q’01
A. Balance Sheet (in billions) (1)
Assets	$	8.1	$	9.1	$	12.0
Securities		.4		.8		1.9
Loans (2)
Commercial		4.3		5.1		6.9
Consumer		.4		.2		.4
Total Loans		4.7		5.3		7.3

(1) The decline in asset levels since 4Q’01 is mainly due to risk reduction measures.

(2) Approximately $300 million of the Corporation’s loan loss reserve has been allocated to Brazil at December 31, 2003, compared to $350 million at December 31, 2002.

B. Income Statement (in millions) (3)
Net Interest Revenue	$	77	$	98	$	124
Noninterest Income		54		41		60
Expenses		97		75		85
Provision for Credit Losses		9		5		8
Net Income		16		37		57

(3) Revenues and earnings are down since 4Q’01 due to balance sheet downsizing, a decline in local interest rates, and a reduction in currency and interest rate risk positions. Expenses increased between 4Q’02 and 4Q’03 due to the impact of local currency revaluation, mandatory wage increases on union contract employees and service contracts renewed at prices adjusted by inflation.

C. Credit Quality (in millions) (4)
NPAs	$	172	$	63	$	18
Net Chargeoffs		80		9		5

(4) The increase in NPAs from prior years is mainly due to a few large utility and other credits. 4Q’03 included a large chargeoff on one credit.

D. Estimated Cross-border (in billions)
Trade-Related	$	2.5		$	3.1		$	3.6
Other		2.4			3.2			4.8
Sub-total		4.9			6.3			8.4
Risk Mitigation:
Guarantees from parent companies		(.7	)		(1.0	)		(1.1	)
Insurance		(.7	)		(1.0	)		(1.1	)
Guarantees from funding providers		(.5	)		(.8	)		(2.1	)
Other trade-related risk mitigation		(1.3	)		(1.3	)		(1.6	)
Net Total (5)	$	1.7		$	2.2		$	2.5

(5) Included in the cross-border totals, net of risk mitigation, were non-trade-related outstandings of $.1 billion in 4Q’03 and 4Q’02, and $.8 billion in 4Q’01.

II. Other Information

• Local currency (“real”) was 2.89 per dollar at December 31, 2003 vs. 3.53 at December 31, 2002.

• Annualized inflation declined to 9.2% in 4Q’03 vs. 12.5% in 4Q’02.

• Central Bank lowered its benchmark rate three times during 4Q’03 from 20% to 16.5% (100 basis points in 10/03; 150 basis points in 11/03 and 100 basis points in 12/03).

• Brazil’s GDP expected to grow between 3.5% and 4.1% in 2004.

• FleetBoston’s Brazilian operation remitted capital to the US of $148 million in 4Q’03.

40

Principal Investing Portfolio

	2003						Change		2002
Dollars in millions, except Portfolio Carrying Value	4Q			3Q					4Q
Portfolio Carrying Value (in billions)	$	3.0		$	3.1		(3	)%	$	3.4
Capital Drawdowns - Funds		87			88		(1	)		122
New Money Invested - Directs		3			4		(25	)		23
Total Capital Contributions and New Money Invested		90			92		(2	)		145
Net Realized Gains and Losses on Direct investments		46			110		(58	)		107
Writedowns, Equity Accounting and Other		(4	)		(17	)	76			(193	)
Net Writedowns/Realized Gains		42			93		55			(86	)
Net Unrealized Gains on Direct investments in Public Companies	$	9		$	15		(40	)	$	15

Portfolio by Industry	Direct	Primary Funds*		Direct Portfolio Data
				Geographic Breakdown			Aging of Portfolio
Manufacturing and Distribution	28	19	%	United States	83	%	2003	2	%
Consumer / Retail	22	10		Europe	13		2002	3
Communication	13	8		Other	4		2001	8
Healthcare	9	10		Total	100	%	2000	39
Information Technology	8	10					1999	16
Financial Services	6	5					<1998	32
Media / Entertainment	5	11					Total	100	%
General Services	5	11
Real Estate	3	7
Energy	1	3
Other	—	6
Total	100	100	%

* Information is based on an analysis of the individual investments held by the various funds. The analysis is based on data that is one or two quarters in arrears. Includes primary and secondary fund data.

41

This release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from estimates. These risks and uncertainties include, among other things, (1) the Bank of America/FleetBoston merger does not occur, or does not close within the expected time frame; (2) expected cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) costs or difficulties related to the integration of the businesses of Bank of America and FleetBoston may be greater than expected; (5) changes in general political and economic conditions, either domestically or internationally; (6) continued economic, political and social uncertainties in Latin America; (7) developments concerning credit quality, including the resultant effect on the levels of the provision for credit losses, nonperforming assets, net charge-offs and reserve for credit losses of FleetBoston or the combined company; (8) continued weakness in domestic commercial loan demand, and the impact of that weakness on the corporate lending activities of FleetBoston or the combined company; (9) changes in customer borrowing, repayment, investment and deposit practices; (10) interest rate and currency fluctuations, equity and bond market fluctuations and inflation; (11) changes in the mix of interest rates and maturities of interest earning assets and interest bearing liabilities of FleetBoston or the combined company; (12) developments concerning the global capital markets and the resultant impact on the principal investing and other capital markets-related businesses of FleetBoston or the combined company and the wealth management and brokerage businesses of FleetBoston or the combined company, as well as the availability and terms of funding necessary to meet FleetBoston’s or the combined company’s liquidity needs; (13) changes in competitive product and pricing pressures within the markets of FleetBoston or the combined company; (14) legislative or regulatory developments, including changes in laws or regulations concerning taxes, banking, securities, capital requirements and risk-based capital guidelines, reserve methodologies, deposit insurance and other aspects of the financial services industry; (15) changes in accounting rules, policies, practices and procedures; (16) legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving FleetBoston, the combined company and their respective subsidiaries; (17) the effectiveness of instruments and strategies used to hedge or otherwise manage exposure to various types of market and credit risk; and (18) the effects of terrorist activities or other hostilities, including geopolitical stresses in the Middle East and other areas. For further information, please refer to FleetBoston’s reports filed with the SEC.

42