8-K/A

As Filed with the Securities and Exchange Commission on May 7, 2004

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 2 to

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 1, 2004

BANK OF AMERICA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

1-6523

(Commission File Number)

56-0906609

(IRS Employer Identification No.)

100 North Tryon Street

Charlotte, North Carolina

(Address of principal executive offices)

28255

(Zip Code)

(704) 386-8486

(Registrant’s telephone number, including area code)

On April 1, 2004, Bank of America Corporation (the “Company”) filed a Form 8-K under Item 2 thereto to report that it had closed its merger (the “Merger”) with FleetBoston Financial Corporation (“FleetBoston”). As permitted by Instructions (a)(4) and (b)(2) to Item 7 to Form 8-K, the Company filed a Form 8-K/A Amendment No. 1 on April 14, 2004 providing the required financial information. This Form 8-K/A Amendment No. 2 is being filed to provide additional financial information.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of Business Acquired.

The required financial statements of FleetBoston as of and for the fiscal year ended December 31, 2003 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.

The required financial statements of FleetBoston as of and for the quarter ended March 31, 2004 are attached hereto as Exhibit 99.4 and are incorporated in their entirety herein by reference.

(b) Pro Forma Financial Information.

The required pro forma financial information as of and for the fiscal year ended December 31, 2003 is attached hereto as Exhibit 99.3 and is incorporated in its entirety herein by reference.

The required pro forma financial information as of and for the quarter ended March 31, 2004 is attached hereto as Exhibit 99.5 and is incorporated in its entirety herein by reference.

(c) Exhibits. The following exhibits are being filed herewith:

2.1 Agreement and Plan of Merger by and between FleetBoston Financial Corporation and Bank of America Corporation dated as of October 27, 2003 (incorporated by reference from the registrant’s registration statement (Registration No. 333-110924) on Form S-4 originally filed with the Commission on December 4, 2003).

23.1 Consent of PricewaterhouseCoopers LLP.*

99.1 Press release dated April 1, 2004 with respect to the closing of the Merger.*

99.2 Audited consolidated financial statements of FleetBoston as of and for the fiscal year ended December 31, 2003.*

99.3 Unaudited Pro Forma Condensed Combined Financial Information as of and for the fiscal year ended December 31, 2003.*

99.4 Unaudited condensed consolidated financial statements of FleetBoston as of and for the quarter ended March 31, 2004.

99.5 Unaudited Pro Forma Condensed Combined Financial Information as of and for the quarter ended March 31, 2004.

* previously filed

SIGNATURES

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 hereunto duly authorized.

BANK OF AMERICA CORPORATION
By:	/s/ Neil A. Cotty
	Neil A. Cotty
	Chief Accounting Officer

Dated: May 7, 2004

INDEX TO EXHIBITS

EXHIBIT NO.
2.1	Agreement and Plan of Merger by and between FleetBoston Financial Corporation and Bank of America Corporation dated as of October 27, 2003 (incorporated by reference from the registrant’s registration statement (Registration No. 333-110924) on Form S-4 originally filed with the Commission on December 4, 2003).
23.1	Consent of PricewaterhouseCoopers LLP.*
99.1	Press release dated April 1, 2004 with respect to the closing of the Merger.*
99.2	Audited consolidated financial statements of FleetBoston as of and for the fiscal year ended December 31, 2003.*
99.3	Unaudited Pro Forma Condensed Combined Financial Information as of and for the fiscal year ended December 31, 2003.*
99.4	Unaudited condensed consolidated financial statements of FleetBoston as of and for the quarter ended March 31, 2004.
99.5	Unaudited Pro Forma Condensed Combined Financial Information as of and for the quarter ended March 31, 2004.

* previously filed

EX-99.4

Exhibit 99.4

FLEETBOSTON FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

Three months ended March 31 Dollars in millions, except per share amounts	2004		2003
Interest income:
Interest and fees on loans and leases	$	1,970	$	1,856
Interest on securities and trading assets		334		361
Other		96		126
Total interest income		2,400		2,343
Interest expense:
Deposits		342		369
Short-term borrowings and other		97		96
Long-term debt		256		268
Total interest expense		695		733
Net interest income		1,705		1,610
Provision for credit losses		—		280
Net interest income after provision for credit losses		1,705		1,330
Noninterest income:
Banking fees and commissions		385		378
Investment services revenue		413		354
Credit card revenue		152		156
Capital markets-related revenue		272		111
Other		235		139
Total noninterest income		1,457		1,138
Noninterest expense:
Employee compensation and benefits		899		826
Occupancy and equipment		237		248
Marketing and public relations		80		44
Legal and other professional		80		32
Other		668		423
Total noninterest expense		1,964		1,573
Income from continuing operations before income taxes		1,198		895
Applicable income tax expense		425		318
Income from continuing operations		773		577
Discontinued operations:
Loss from discontinued operations		—		(15	)
Applicable income tax benefit		—		(5	)
Net income	$	773	$	567
Basic weighted average common shares outstanding (in millions)		1,071.1		1,046.8
Diluted weighted average common shares outstanding (in millions)		1,086.6		1,048.4
Basic earnings per share – continuing operations	$	.72	$	.55
Diluted earnings per share – continuing operations		.71		.55
Basic earnings per share – net income	$	.72	$	.54
Diluted earnings per share – net income		.71		.54
Dividends declared		.35		.35

See accompanying Notes to Condensed Consolidated Financial Statements.

1

FLEETBOSTON FINANCIAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

Dollars in millions, except per share amounts	March 31, 2004			December 31, 2003
Assets
Cash and cash equivalents	$	8,786		$	10,233
Federal funds sold and securities purchased under agreements to resell		10,988			3,910
Securities (including pledges of $11,707 in 2004 and $10,959 in 2003)		31,151			31,370
Loans and leases		127,596			128,949
Reserve for credit losses		(2,848	)		(3,074	)
Net loans and leases		124,748			125,875
Due from brokers/dealers		1,081			5,437
Goodwill and intangible assets		4,709			4,571
Other assets		18,204			18,839
Total assets	$	199,667		$	200,235
Liabilities
Deposits:
Noninterest bearing	$	34,862		$	38,253
Interest bearing		104,859			99,511
Total deposits		139,721			137,764
Short-term borrowings		12,124			11,178
Due to brokers/dealers		1,090			5,476
Long-term debt		16,905			17,557
Accrued expenses and other liabilities		10,498			9,980
Total liabilities		180,338			181,955
Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock, par value $1.00		271			271
Common stock and other common equity, common stock par value $.01 (1,086.7 million shares issued in 2004 and 2003; 1,083.2 million shares and 1,063.1 million shares outstanding in 2004 and 2003, respectively)		19,058			18,009
Total stockholders’ equity		19,329			18,280
Total liabilities and stockholders’ equity	$	199,667		$	200,235

See accompanying Notes to Condensed Consolidated Financial Statements.

2

FLEETBOSTON FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

Three months ended March 31 Dollars in millions, except per share amounts	Preferred Stock		Common Stock		Common Surplus			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total
2003
Balance at December 31, 2002	$	271	$	11	$	4,011		$	13,748		$	175		$	(1,383	)	$	16,833
Net income									567									567
Other comprehensive income, net of taxes:
Change in unrealized gain on securities available for sale, net of reclassification adjustment												63
Change in translation adjustment												(10	)
Change in derivative instruments												32
Other comprehensive income, net of taxes												85						85
Total comprehensive income																		652
Cash dividends declared on common stock ($.35 per share)									(368	)								(368	)
Cash dividends declared on preferred stock									(5	)								(5	)
Common stock issued in connection with dividend reinvestment and employee benefit plans						(3	)		(16	)					36			17
Stock option expense						3												3
Balance at March 31, 2003	$	271	$	11	$	4,011		$	13,926		$	260		$	(1,347	)	$	17,132
2004
Balance at December 31, 2003	$	271	$	11	$	4,021		$	14,876		$	50		$	(949	)	$	18,280
Net income									773									773
Other comprehensive loss, net of taxes:
Change in unrealized gain on securities available for sale, net of reclassification adjustment												79
Change in translation adjustment												(2	)
Change in derivative instruments												(121	)
Other comprehensive loss, net of taxes												(44	)					(44	)
Total comprehensive income																		729
Cash dividends declared on common stock ($.35 per share)									(379	)								(379	)
Cash dividends declared on preferred stock									(5	)								(5	)
Common stock issued in connection with:
Dividend reinvestment and employee benefit plans						(6	)		18						473			485
Business combination															211			211
Stock option expense						4												4
Other, net						4												4
Balance at March 31, 2004	$	271	$	11	$	4,023		$	15,283		$	6		$	(265	)	$	19,329

See accompanying Notes to Condensed Consolidated Financial Statements.

3

FLEETBOSTON FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Three months ended March 31 In millions	2004			2003
Net cash flow provided by operating activities	$	2,497		$	1,130
Cash Flows from Investing Activities
Net (increase)/decrease in federal funds sold and securities purchased under agreements to resell		(7,078	)		614
Purchases of securities available for sale		(2,593	)		(10,986	)
Proceeds from sales of securities available for sale		1,237			2,317
Proceeds from maturities of securities available for sale		1,818			3,342
Purchases of securities held to maturity		(115	)		(148	)
Proceeds from maturities of securities held to maturity		146			132
Purchases of residential mortgage loans		(586	)		(4,764	)
Net decrease in loans and leases		1,514			440
Purchases of premises and equipment		(65	)		(67	)
Net cash flow used in investing activities		(5,722	)		(9,120	)
Cash Flows from Financing Activities
Net increase in deposits		1,957			3,761
Increase in short-term borrowings		946			4,638
Proceeds from issuance of long-term debt		558			569
Repayments of long-term debt		(1,392	)		(1,687	)
Proceeds from issuance of common stock		476			11
Cash dividends paid		(753	)		(360	)
Net cash flow provided by financing activities		1,792			6,932
Change in net assets/liabilities of discontinued operations		(12	)		118
Effect of foreign currency translation on cash		(2	)		(4	)
Net decrease in cash and cash equivalents		(1,447	)		(944	)
Cash and cash equivalents at beginning of period		10,233			11,574
Cash and cash equivalents at end of period	$	8,786		$	10,630
Supplemental Disclosures – continuing operations
Interest paid	$	721		$	782
Income taxes paid		95			126

See accompanying Notes to Condensed Consolidated Financial Statements.

4

FLEETBOSTON FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation. Unless otherwise indicated or unless the context requires otherwise, all references in these notes to condensed consolidated financial statements to “FleetBoston,” “we,” “us,” “our” or similar references mean FleetBoston Financial Corporation. As of March 31, 2004, we were organized along five principal lines of business: Personal Financial Services; Regional Commercial Financial Services and Investment Management; National Commercial Financial Services; International Banking; and Capital Markets, and had approximately $200 billion in assets.

The interim condensed consolidated financial statements accompanying these notes are unaudited. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results of operations in these financial statements have been made. The preparation of consolidated financial statements requires management to make estimates and assumptions in the application of certain accounting policies that materially affect the reported amounts of assets, liabilities, revenues and expenses. You should read these condensed consolidated financial statements and related notes together with the financial information in our 2003 10-K, which we previously filed with the Securities and Exchange Commission, or “SEC.” We have reclassified certain amounts reported in prior periods to conform to current period classifications. Information provided in these notes to condensed consolidated financial statements reflects continuing operations, unless otherwise noted.

Stock-Based Compensation. During 2002, effective for stock options granted subsequent to January 1, 2002, we adopted the fair value accounting provisions of Statement of Financial Accounting Standards, or “SFAS,” No. 123, “Accounting for Stock-Based Compensation,” and elected to account for this adoption prospectively. We continue to account for stock options granted prior to January 1, 2002 using the intrinsic value method under previously issued accounting standards, under which no compensation expense is recorded.

The following table presents net income and earnings per share, as reported, and on a pro forma basis as if the fair value accounting provisions of SFAS No. 123 had been applied to all stock-based awards granted since the standard’s effective date.

Three months ended March 31 In millions	2004		2003
Net income, as reported	$	773	$	567
Add: stock-based compensation expense included in reported net income, net of taxes		12		11
Deduct: total stock-based compensation expense determined using fair value accounting for all stock options and awards, net of taxes		17		26
Pro forma net income	$	768	$	552
Earnings per share:
Basic-as reported	$	.72	$	.54
Basic-pro forma		.71		.52
Diluted-as reported	$	.71	$	.54
Diluted-pro forma		.70		.52

5

FLEETBOSTON FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(unaudited)

Recent Accounting Developments. As we disclosed in Note 1 to the Consolidated Financial Statements in our 2003 10-K, in December 2003, the Financial Accounting Standards Board, or “FASB,” issued a revision to its Interpretation No. 46, entitled “Consolidation of Variable Interest Entities,” or “Interpretation 46R,” which provided additional accounting guidance with respect to variable interest entities, or “VIEs.” During the first quarter of 2004, we fully adopted the provisions of Interpretation 46R for all of our VIEs. This adoption did not result in the consolidation of any additional VIEs. In addition, the deconsolidation of our statutory business trusts and related trust preferred securities was deemed appropriate.

NOTE 2. SUBSEQUENT EVENT

On April 1, 2004, we merged with Bank of America, a global financial services company headquartered in Charlotte, North Carolina, with Bank of America the surviving company. Bank of America had consolidated total assets of approximately $816 billion at March 31, 2004. The merger was accounted for by Bank of America using the purchase method of accounting, and approximately 1,068 million shares of FleetBoston common stock were exchanged for approximately 593 million shares of Bank of America common stock, based on an exchange ratio of .5553 shares of Bank of America common stock for each share of FleetBoston common stock. In connection with the merger, we recorded $33 million of related costs during the first quarter of 2004, including $25 million of advisory fees, which we recorded in legal and other professional expense in the accompanying condensed consolidated statement of income.

NOTE 3. LOANS AND LEASES

The following table presents consolidated loan and lease financing balances:

In millions	March 31, 2004		December 31, 2003
Domestic:
Commercial and industrial	$	30,422	$	31,701
Commercial real estate		9,860		9,668
Home equity		33,121		31,629
Residential real estate		19,791		20,097
Consumer		10,706		10,979
Lease financing		10,521		10,863
Total domestic loans and leases, net of unearned income		114,421		114,937
Total international loans and leases, net of unearned income		13,175		14,012
Total loans and leases, net of unearned income(a)	$	127,596	$	128,949

^(a) Net of unearned income of $3.4 billion and $3.6 billion at March 31, 2004 and December 31, 2003, respectively.

Consolidated lease financing balances included aggregate investments in leveraged leases of approximately $4 billion at both March 31, 2004 and December 31, 2003, and aggregate operating leases to corporate customers of $1.1 billion and $1.2 billion at March 31, 2004 and December 31, 2003, respectively.

At March 31, 2004 and December 31, 2003, nonperforming assets, or “NPAs,” totaled $1.2 billion and $2 billion, respectively, including $1.1 billion of nonperforming loans, or “NPLs,” and $160 million of other NPAs at March 31, 2004, compared with $1.6 billion of NPLs and $378 million of other NPAs at December 31, 2003. Total NPAs at March 31, 2004 and December 31, 2003 included $498 million and $1 billion, respectively, related to Argentina. The decline in Argentine NPAs resulted primarily from sales of Argentine loans and compensation bonds, both of which are discussed in Note 6.

NPAs included impaired loans of $915 million and $1.4 billion at March 31, 2004 and December 31, 2003, respectively.

The following table presents information related to impaired loans, which we have defined as all commercial and commercial real estate loans on nonaccrual status and troubled debt restructurings.

In millions	March 31, 2004		Dec. 31, 2003
Impaired loans with a reserve	$	318	$	665
Impaired loans without a reserve		597		731
Total impaired loans	$	915	$	1,396
Reserve for impaired loans(a)	$	99	$	224
Quarterly average balance of impaired loans	$	1,149	$	1,517

^(a) The reserve for impaired loans is part of our consolidated reserve for credit losses.

6

FLEETBOSTON FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(unaudited)

NOTE 4. RESERVE FOR CREDIT LOSSES

A summary of activity in the reserve for credit losses follows:

Three months ended March 31 In millions	2004			2003
Balance at beginning of year	$	3,074		$	3,864
Provision charged to income		—			280
Loans and leases charged off(a)		(433	)		(698	)
Recoveries of loans and leases(a)		200			72
Other(b)		7			(112	)
Balance at end of period(c)	$	2,848		$	3,406

^(a) 2004 amounts included charge-offs and recoveries related to our sale of certain Argentine loans, which is discussed in Note 6.

^(b) Amount for 2003 primarily represented the transfer of reserves related to accrued interest associated with owned and securitized credit card receivables, in connection with our adoption of regulatory guidance related to credit card reserving practices.

^(c) Amounts included $123 million and $117 million, respectively, related to unfunded commitments to extend credit and other off-balance sheet financial instruments, including $62 million and $53 million at March 31, 2004 and 2003, respectively, related to financial standby letters of credit.

The reserve for credit losses as of March 31, 2004 and 2003 included $381 million and $681 million, respectively, specifically allocated to Argentina, including an allocated transfer risk reserve, or “ATRR,” required by banking regulators of $43 million and $296 million, respectively, at March 31, 2004 and 2003. The decline in the Argentine reserve allocation and ATRR was primarily due to the decline in loans throughout 2003 and our sale of certain Argentine loans in 2004, which is discussed in Note 6.

There was no provision for credit losses for the period ended March 31, 2004, as compared to $280 million for the period ended March 31, 2003. No provision was recorded in the current period as we sold a substantial portion of Argentine nonperforming loans, resulting in a net reduction in required reserves, and the portfolio experienced an overall improvement in credit quality due to improved economic conditions.

NOTE 5. GOODWILL AND INTANGIBLE ASSETS

The carrying value of goodwill was $4.4 billion at March 31, 2004 and $4.3 billion at December 31, 2003. During the first quarter of 2004, we recorded approximately $142 million of goodwill in connection with our acquisition of Progress Financial Corporation, or “Progress,” and no impairment losses were recognized. During the first quarter of 2003, no goodwill was acquired and no impairment losses were recognized.

At March 31, 2004, the carrying value of goodwill by major line of business was $1.9 billion for Personal Financial Services, $1.5 billion for Regional Commercial Financial Services and Investment Management, $.6 billion for National Commercial Financial Services, $.3 billion for Capital Markets and $.1 billion for International Banking.

The following table presents the gross carrying value and accumulated amortization for significant intangible assets subject to amortization at March 31, 2004 and December 31, 2003.

	March 31, 2004				December 31, 2003
In millions	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Intangible assets subject to amortization:
Purchased credit card relationships	$	428	$	378	$	428	$	362
Customer relationships		195		40		195		36

The total net carrying value of all intangible assets subject to amortization, including core deposit intangibles, which are insignificant and are not included in the table above, at March 31, 2004 and December 31, 2003 was $229 million and $235 million, respectively. Related amortization expense for the three months ended March 31, 2004 and 2003 was $21 million and $20 million, respectively. In connection with the Progress acquisition, we recorded a core deposit intangible of approximately $14.7 million.

The carrying value of indefinite-lived intangible assets was $63 million at both March 31, 2004 and December 31, 2003.

NOTE 6. COUNTRY RISK – ARGENTINE OPERATIONS

This note provides information about significant developments during the first quarter of 2004 concerning our operations in Argentina. More detailed information about these operations, and the overall economic situation in Argentina, is provided in the Country Risk section of Management’s Discussion and Analysis in our 2003 10-K.

In December 2001, the Argentine government issued an order imposing limitations on the ability of bank customers in Argentina to withdraw funds from their deposit and mutual fund accounts in Argentine banks, known as the “corralito.” Since the corralito was issued, a large number of customers of our Argentine operation, or “BankBoston Argentina,” have filed complaints in the Argentine courts against BankBoston Argentina seeking to invalidate the corralito on constitutional grounds and withdraw their funds.

As a result of the judicial deposit claims, we have recorded approximately $363 million of cumulative pre-tax charges through March 31, 2004. These losses represented the impact of paying depositors

7

FLEETBOSTON FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(unaudited)

at the current exchange rate versus the 1.40 exchange rate originally used to convert U.S. dollar deposits into pesos as part of the Argentine government’s economic measures instituted in early 2002 to deal with that country’s economic crisis.

During the first quarter of 2004, the banking sector continued to incur losses from judicial claims that allowed depositors to claim from banks the original dollar value of their deposits that the government converted into pesos in 2002. In light of these continued claims and the absence of any action by the Argentine government or judicial system to halt these claims, we recorded an additional $30 million of reserve through a charge to foreign exchange revenue, a component of capital markets-related revenue, to accrue for expected future claims. As of March 31, 2004, the reserve balance of $116 million reflected management’s current estimate, after considering various possible outcomes based on current available information and their related consequences, of the aggregate impact of customer deposit claims.

During the first quarter of 2004, BankBoston Argentina received a reimbursement of $30 million from the Argentine Central Bank for the early 2002 pesofication of local branch deposits with the Central Bank in excess of required reserves. This reimbursement was recorded in other noninterest income.

During 2002, we received U.S. dollar-denominated bonds from the Argentine government as compensation for the impact of their asymmetric pesofication of the balance sheet in 2001. During the fourth quarter of 2003, these compensation bonds, which were nonperforming, were reclassified from securities held to maturity to securities available for sale, and we subsequently sold $52 million of the bonds and recorded aggregate pre-tax gains of $22 million. During the first quarter of 2004, we sold an additional $200 million of the bonds and recorded aggregate pre-tax gains of $100 million in securities gains/losses, a component of capital markets-related revenue. At March 31, 2004, the remaining compensation bonds were carried at an aggregate fair value of $83 million, with a related $25 unrealized gain recorded, net of tax, in other comprehensive income, a component of stockholders’ equity.

During the first quarter of 2004, the Argentine Central Bank issued a new regulation which modified the previous calculation for determining the denomination of the above-mentioned compensation bonds. This regulation would require BankBoston Argentina to return to the Central Bank a portion of the compensation bonds received during 2002 in exchange for an equivalent amount of peso-denominated bonds. In light of this situation, management assessed the potential impact that the new regulation could have on our Argentine operations and determined that a reserve of $50 million was appropriate as of March 31, 2004. This reserve was recorded through a charge to securities gains/losses.

During the first quarter of 2004, we completed the previously disclosed sale of certain Argentine loans with an aggregate carrying value of approximately $390 million, of which two-thirds were nonperforming. The sale resulted in net charge-offs of approximately $25 million.

NOTE 7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, we enter into numerous agreements that contain features which meet the definition of a guarantee under current accounting standards. A guarantee is defined as a contract that contingently requires us to make payments (either in cash, financial instruments, other assets, shares of our stock or provision of services) to a third party based on specified changes in an underlying variable that is related to an asset, a liability or an equity security of the related party. Significant guarantees provided by FleetBoston to third parties include standby financial and performance letters of credit and financial guarantees, as well as credit derivatives, market value guarantees for customers, and earn-out agreements associated with business combinations. More information about guarantees is provided in Note 10 to the Consolidated Financial Statements in our 2003 10-K.

We are involved in various legal and regulatory proceedings arising out of, and incidental to, our respective businesses. More information concerning certain of these matters is provided in Note 10 to the Consolidated Financial Statements in our 2003 10-K and in Note 7 to the Consolidated Financial Statements in Bank of America’s first quarter 2004 report on Form 10-Q.

In the normal course of business, we are subject to challenges from U.S. and non-U.S. tax authorities regarding amounts of tax due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. The Internal Revenue Service, or “IRS,” is conducting an examination of our federal income tax returns for the years ended December 31, 1998, 1999, and 2000. During 2003, the IRS completed its examination of our federal income tax returns for the years ended December 31, 1995, 1996, and 1997, and has issued Notices of Proposed Adjustment with respect to our tax treatment of certain leveraged lease investments that were entered into during the examination years. Management believes that the proposed IRS adjustments are inconsistent with existing law and intends to defend our position.

8

FLEETBOSTON FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(unaudited)

NOTE 8. EARNINGS PER SHARE

A summary of the calculation of earnings per common share follows:

Three months ended March 31 Dollars in millions, except per share amounts	2004						2003
	BASIC			DILUTED			BASIC			DILUTED
Average shares outstanding		1,071,103,599			1,071,103,599			1,046,758,852			1,046,758,852
Additional shares due to:
Stock options and awards		—			15,531,948			—			1,689,248
Total equivalent shares		1,071,103,599			1,086,635,547			1,046,758,852			1,048,448,100
Earnings per share:
Income from continuing operations	$	773		$	773		$	577		$	577
Less preferred stock dividends		(5	)		(5	)		(5	)		(5	)
Income from continuing operations available to common stockholders	$	768		$	768		$	572		$	572
Total equivalent shares		1,071,103,599			1,086,635,547			1,046,758,852			1,048,448,100
Earnings per share - continuing operations	$	.72		$	.71		$	.55		$	.55
Loss from discontinued operations		—			—		$	(10	)	$	(10	)
Total equivalent shares		1,071,103,599			1,086,635,547			1,046,758,852			1,048,448,100
Loss per share - discontinued operations		—			—		$	(.01	)	$	(.01	)
Net income	$	773		$	773		$	567		$	567
Less preferred stock dividends		(5	)		(5	)		(5	)		(5	)
Net income available to common stockholders	$	768		$	768		$	562		$	562
Total equivalent shares		1,071,103,599			1,086,635,547			1,046,758,852			1,048,448,100
Earnings per share - net income	$	.72		$	.71		$	.54		$	.54

For the three months ended March 31, 2004 and 2003, outstanding common stock options and awards totaling 4.7 million and 83.7 million shares, respectively, were excluded from the calculation of diluted earnings per common share because the impact of such stock options and awards was antidilutive.

NOTE 9. EMPLOYEE BENEFITS

We maintain both qualified and nonqualified noncontributory defined benefit pension plans. The qualified plans are funded in compliance with the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended. We also provide certain postretirement health and life insurance benefits for eligible retired domestic employees. Postretirement benefits are accrued over the service lives of the employees. The measurement date for all of our benefit plans is December 31.

9

FLEETBOSTON FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(unaudited)

The following table presents the components of net periodic benefit expense for our pension and other postretirement benefit plans for the three months ended March 31, 2004 and 2003.

Pension and Postretirement Benefit Expense

	Pension Benefits						Other Postretirement Benefits
Three months ended March 31 In millions	2004			2003			2004			2003
Components of net periodic benefit expense:
Service cost	$	18		$	19			—			—
Interest cost		34			35		$	3		$	3
Expected return on plan assets		(47	)		(50	)		(1	)		(1	)
Net amortization and recognized actuarial loss		3			1			1			1
Net periodic benefit expense	$	8		$	5		$	3		$	3

NOTE 10. LINE OF BUSINESS INFORMATION

As of March 31, 2004, we were organized via a customer-focused organizational structure that included five principal lines of business: Personal Financial Services; National Commercial Financial Services; Regional Commercial Financial Services and Investment Management; International Banking; and Capital Markets. Information about these business lines and their supporting business units is provided in Management’s Discussion and Analysis and in Note 18 to the Consolidated Financial Statements in our 2003 10-K.

The following tables present financial information for our lines of business for March 31, 2004 and 2003 on a fully taxable equivalent basis. Consolidated net interest income and income taxes include tax-equivalent adjustments of $13 million and $12 million for March 31, 2004 and 2003, respectively. We have reclassified certain information for the quarter ended March 31, 2003 presented in this note to reflect changes in our organizational structure and internal management reporting methodologies implemented subsequent to March 31, 2003.

Lines of Business

Three months ended March 31, 2004 In millions	Personal Financial Services		National Commercial Financial Services		Regional Commercial Financial Services and Investment Management		International Banking		Capital Markets			All Other(a)			Discontinued Operations			FleetBoston Financial Corporation
Income statement data:
Net interest income	$	1,095	$	384	$	244	$	152	$	1		$	(158	)		na		$	1,718
Noninterest income		378		273		400		155		127			124			na			1,457
Total revenue		1,473		657		644		307		128			(34	)		na			3,175
Provision for credit losses		319		55		29		12		—			(415	)		na			—
Noninterest expense		754		223		549		230		119			89			na			1,964
Income tax expense		132		151		55		25		4			71			na			438
Income from continuing operations	$	268	$	228	$	11	$	40	$	5		$	221			na		$	773
Net income	$	268	$	228	$	11	$	40	$	5		$	221			—		$	773
Balance sheet data:
Average total assets	$	58,267	$	51,281	$	23,342	$	16,725	$	8,804		$	40,173		$	145		$	198,737
Three months ended March 31, 2003 In millions
Income statement data:
Net interest income	$	963	$	413	$	248	$	173	$	(14	)	$	(161	)		na		$	1,622
Noninterest income		367		209		348		43		35			136			na			1,138
Total revenue		1,330		622		596		216		21			(25	)		na			2,760
Provision for credit losses		262		93		38		20		—			(133	)		na			280
Noninterest expense		752		227		393		149		71			(19	)		na			1,573
Income tax expense/(benefit)		99		121		66		18		(18	)		44			na			330
Income/(loss) from continuing operations	$	217	$	181	$	99	$	29	$	(32	)	$	83			na		$	577
Loss from discontinued operations		na		na		na		na		na			na		$	(10	)		(10	)
Net income/(loss)	$	217	$	181	$	99	$	29	$	(32	)	$	83		$	(10	)	$	567
Balance sheet data:
Average total assets	$	49,068	$	57,345	$	25,521	$	18,838	$	9,413		$	34,295		$	544		$	195,024

^(a) Average total assets allocated to All Other primarily consisted of residential mortgage loans and securities managed by our Treasury unit.

na – not applicable

10

FLEETBOSTON FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(unaudited)

The following table presents financial information for the supporting business units of each of our principal lines of business.

Three months ended March 31 In millions	2004						2003
	Net Income/(Loss)			Total Revenue			Net Income/(Loss)			Total Revenue
Personal Financial Services
Consumer Banking	$	173		$	786		$	155		$	769
Small Business		29			139			29			140
Credit Card		66			548			33			421
Total Personal Financial Services		268			1,473			217			1,330
National Commercial Financial Services
Specialized Finance		181			479			112			384
National Banking		47			178			69			238
Total National Commercial Financial Services		228			657			181			622
Regional Commercial Financial Services and Investment Management
Regional Commercial Financial Services		60			320			66			332
Investment Management		(49	)		324			33			264
Total Regional Commercial Financial Services and Investment Management		11			644			99			596
International Banking
Brazil		18			124			45			150
Argentina		3			91			(29	)		(10	)
All Other International Banking		19			92			13			76
Total International Banking		40			307			29			216
Capital Markets
Fleet Specialist/Execution & Clearing		(29	)		74			18			88
Principal Investing		34			54			(50	)		(67	)
Total Capital Markets		5			128			(32	)		21
Discontinued Operations		—			na			(10	)		na
All Other		221			(34	)		83			(25	)
FleetBoston Financial Corporation	$	773		$	3,175		$	567		$	2,760

na – not applicable

11

EX-99.5

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and explanatory notes present how the combined financial statements of Bank of America and FleetBoston may have appeared had the businesses actually been combined at the beginning of the period presented. The unaudited pro forma condensed combined financial information shows the impact of the merger of Bank of America and FleetBoston on the companies’ respective historical financial positions and results of operations under the purchase method of accounting with Bank of America treated as the acquirer. Under this method of accounting, the assets and liabilities of FleetBoston will be recorded by Bank of America at their estimated fair values as of the date the merger is completed. The unaudited pro forma condensed combined financial information combines the historical financial information of Bank of America and FleetBoston as of and for three months ended March 31, 2004 and for the year ended December 31, 2003. The unaudited pro forma condensed combined balance sheet as of March 31, 2004 assumes the merger was completed on that date. The unaudited pro forma condensed combined statements of income gives effect to the merger as if the merger had been completed on January 1, 2003.

The merger agreement was announced on October 27, 2003 and provides for each outstanding share of FleetBoston common stock other than shares beneficially owned by FleetBoston and Bank of America to be converted into the right to receive 0.5553 of a share of Bank of America common stock. Shares of FleetBoston preferred stock will be converted on a one-for-one basis into Bank of America preferred stock having the same terms (to the fullest extent possible) as the corresponding FleetBoston preferred stock, except in the case of shares held by preferred stockholders who validly perfect dissenters’ appraisal rights. The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of both Bank of America and FleetBoston.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented and had the impact of possible revenue enhancements, expense efficiencies, asset dispositions and share repurchases, among other factors, been considered. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the allocation of the purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary materially from the actual purchase price allocation that will be recorded upon completion of the merger.

Bank of America/FleetBoston

Pro Forma Condensed Combined Balance Sheet

(unaudited)

The following preliminary unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Bank of America and FleetBoston assuming the companies had been combined on March 31, 2004, on a purchase accounting basis.

	March 31, 2004
(Dollars in millions)	Bank of America			FleetBoston			Pro Forma Adjustments (1)			Bank of America/ FleetBoston Combined
Assets
Cash and cash equivalents	$	22,296		$	5,623		$			$	27,919
Time deposits placed and other short-term investments		8,561			3,163						11,724
Federal funds sold and securities purchased under agreements to resell		73,057			10,988						84,045
Trading account assets		75,004			3,732						78,736
Securities		139,788			31,151			(35	) (A)		170,200
								(704	) (B)
Loans and leases		375,968			127,596			(690	) (C)		502,874
Allowance for loan and lease losses		(6,080	)		(2,848	)					(8,928	)
Loans and leases, net of allowance		369,888			124,748			(690	)		493,946
Premises and equipment, net		6,076			2,328			(584	) (D)		7,820
Goodwill		11,468			4,416			(4,416	) (E)		44,541
								33,073	(E)
Core deposit intangibles and other intangibles		854			293			(293	) (F)		4,312
								3,458	(F)
Other assets		109,020			13,225			(186	) (G)		122,059
Total assets	$	816,012		$	199,667		$	29,623		$	1,045,302
Liabilities
Deposits in domestic offices:
Noninterest-bearing	$	121,629		$	32,421		$			$	154,050
Interest-bearing		267,850			95,520			313	(H)		363,683
Deposits in foreign offices:
Noninterest-bearing		2,805			2,441						5,246
Interest-bearing		43,308			9,339						52,647
Total deposits		435,592			139,721			313			575,626
Federal funds purchased and securities sold under agreements to repurchase		115,434			5,943						121,377
Trading account liabilities		27,402			2,034						29,436
Commercial paper and other short-term borrowings		64,621			6,181			1	(I)		70,803
Accrued expenses and other liabilities		42,956			9,554			245	(J)		53,435
								680	(K)
Long-term debt		81,231			16,905			1,182	(L)		99,318
Total liabilities		767,236			180,338			2,421			949,995
Shareholders’ equity
Preferred stock		53			271						324
Common stock		14			4,034			(4,034	) (M)		46,435
								46,421	(M)
Retained earnings		51,823			15,283			(15,283	) (M)		51,823
Accumulated other comprehensive income(loss)		(2,743	)		6			(6	) (M)		(2,904	)
								(161	) (B)
Other		(371	)		(265	)		265	(M)		(371	)
Total shareholders’ equity		48,776			19,329			27,202			95,307
Total liabilities and shareholders’ equity	$	816,012		$	199,667		$	29,623		$	1,045,302

(1) See Notes to Unaudited Pro Forma Condensed Combined Financial Information.

2

Bank of America/FleetBoston

Pro Forma Condensed Combined Statement of Income

(unaudited)

The following preliminary unaudited pro forma condensed combined statement of income combines the historical statements of income of Bank of America and FleetBoston assuming the companies had been combined on January 1, 2003, on a purchase accounting basis.

	For the three months ending March 31, 2004
(Dollars in millions, except per share information)	Bank of America		FleetBoston		Pro Forma Adjustments (1)			Bank of America/ FleetBoston Combined
Interest income
Interest and fees on loans and leases	$	5,549	$	1,970	$	44	(C)	$	7,563
Interest on securities		1,212		322		11	(N)		1,545
Trading account assets		1,009		12					1,021
Other interest income		802		96					898
Total interest income		8,572		2,400		55			11,027
Interest expense
Deposits		1,206		342		(20	) (H)		1,528
Short-term borrowings		740		88		—	(I)		828
Long-term debt		491		256		(66	) (L)		681
Other interest expense		334		9		88			343
Total interest expense		2,771		695		(86	)		3,380
Net interest income		5,801		1,705		141			7,647
Noninterest income
Service charges		1,416		385					1,801
Investment and brokerage services		622		413					1,035
Investment banking income		404		38					442
Card income		795		152					947
Other income		480		420					900
Total noninterest income		3,717		1,408					5,125
Total revenue		9,518		3,113		141			12,772
Provision for credit losses		624		0					624
Gains on sales of securities		495		49					544
Noninterest expense
Personnel		2,762		899		(5	) (O)		3,656
Occupancy		488		136		(10	) (D)		614
Equipment		261		101		(4	) (D)		358
Other general operating		1,906		828		(10	) (P)		2,866
						142	(F)
Total noninterest expense		5,417		1,964		113			7,494
Income from continuing operations before income taxes		3,972		1,198		28			5,198
Applicable income tax expense		1,291		425		30	(Q)		1,746
Income from continuing operations	$	2,681	$	773	$	(2	)	$	3,452
Income from continuing operations available to common shareholders	$	2,680	$	768	$	(2	)	$	3,446
Per common share information
Earnings per share-continuing operations	$	1.86	$	0.72				$	1.69
Diluted earnings per share-continuing operations	$	1.83	$	0.71				$	1.67
Dividends paid	$	0.80	$	0.70				$	0.80
Average common shares issued and outstanding (in thousands)		1,440,153		1,071,104		(476,320	) (R)		2,034,937
Average diluted common shares issued and outstanding (in thousands)		1,466,701		1,086,636		(483,227	) (R)		2,070,110

(1) See Notes to Unaudited Pro Forma Condensed Combined Financial Information.

3

Bank of America/FleetBoston

Pro Forma Condensed Combined Statement of Income

(unaudited)

The following preliminary unaudited pro forma condensed combined statement of income combines the historical statements of income of Bank of America and FleetBoston assuming the companies had been combined on January 1, 2003, on a purchase accounting basis.

	For the Year Ended December 31, 2003
(Dollars in millions, except per share information)	Bank of America		FleetBoston		Pro Forma Adjustments (1)			Bank of America/ FleetBoston Combined
Interest income
Interest and fees on loans and leases	$	21,668	$	7,461	$	132	(C)	$	29,261
Interest on securities		3,160		1,296		(1	) (N)		4,455
Trading account assets		3,935		43					3,978
Other interest income		2,880		420					3,300
Total interest income		31,643		9,220		131			40,994
Interest expense
Deposits		4,908		1,383		(143	) (H)		6,148
Short-term borrowings		1,951		388		(1	) (I)		2,338
Long-term debt		1,286		1,010		(314	) (L)		1,982
Other interest expense		2,034		43					2,077
Total interest expense		10,179		2,824		(458	)		12,545
Net interest income		21,464		6,396		589			28,449
Noninterest income
Service charges		5,618		1,562					7,180
Investment and brokerage services		2,351		1,517					3,868
Investment banking income		1,736		249					1,985
Card income		3,052		628					3,680
Other income		3,665		1,007					4,672
Total noninterest income		16,422		4,963					21,385
Total revenue		37,886		11,359		589			49,834
Provision for credit losses		2,839		1,025					3,864
Gains on sales of securities		941		128					1,069
Noninterest expense
Personnel		10,446		3,398		(20	) (O)		13,824
Occupancy		2,006		517		(40	) (D)		2,483
Equipment		1,052		446		(23	) (D)		1,475
Other general operating		6,623		2,140		(64	) (P)		9,305
						606	(F)
Total noninterest expense		20,127		6,501		459			27,087
Income from continuing operations before income taxes		15,861		3,961		130			19,952
Applicable income tax expense		5,051		1,406		143	(Q)		6,600
Income from continuing operations	$	10,810	$	2,555	$	(13	)	$	13,352
Income from continuing operations available to common shareholders	$	10,806	$	2,537	$	(13	)	$	13,330
Per common share information
Earnings per share-continuing operations	$	7.27	$	2.42				$	6.44
Diluted earnings per share-continuing operations	$	7.13	$	2.41				$	6.36
Dividends paid	$	2.88	$	1.40				$	2.88
Average common shares issued and outstanding (in thousands)		1,486,703		1,048,700		(466,357	) (R)		2,069,046
Average diluted common shares issued and outstanding (in thousands)		1,515,178		1,054,100		(468,758	) (R)		2,100,520

(1) See Notes to Unaudited Pro Forma Condensed Combined Financial Information.

4

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

Note 1—Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information related to the merger is included as of and for the three months ended March 31, 2004 and for the year ended December 31, 2003. The pro forma adjustments included herein reflect the conversion of FleetBoston common stock into Bank of America common stock using an exchange ratio of 0.5553 of a share of Bank of America common stock for each of the 1,068,334,852 shares of FleetBoston common stock exchanged at April 1, 2004, $271 million related to the conversion of 1,082,450 shares of preferred stock and $1.35 billion for the approximately 70 million shares of FleetBoston common stock issuable under outstanding stock options that will convert into Bank of America stock options, direct acquisition costs and the cost of FleetBoston shares already owned by Bank of America. The purchase price of $47.2 billion, includes, direct acquisition costs, the value of stock options, and is based on a per share price for Bank of America common stock of $76.88, which was the average of the closing prices of Bank of America common stock for the period commencing two trading days before, and ending two trading days after, October 27, 2003, the date of the merger agreement. The purchase price was adjusted to reflect the effect of the 15.7 million shares of FleetBoston common stock already owned by Bank of America valued at their historic cost of $457 million. Bank of America preferred stock exchanged was valued using the book value of FleetBoston preferred stock.

The merger will be accounted for using the purchase method of accounting; accordingly, Bank of America’s cost to acquire FleetBoston will be allocated to the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of FleetBoston at their respective fair values on the date the merger is completed.

The unaudited pro forma condensed combined financial information includes estimated adjustments to record the assets and liabilities of FleetBoston at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined upon completion of a final analysis to determine the fair values of FleetBoston’s tangible, and identifiable intangible, assets and liabilities as of the completion date. Accordingly, the final purchase accounting adjustments and integration charges may be materially different from the pro forma adjustments presented in this document. Increases or decreases in the fair value of the net assets, commitments, executory contracts and other items of FleetBoston as compared to the information shown in this document may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities.

Certain amounts in the historical consolidated financial statements of FleetBoston have been reclassified to conform with Bank of America’s historical financial information presentation. Discontinued operations reported in FleetBoston’s historical consolidated statement of income have been excluded. The unaudited pro forma condensed combined financial information presented in this document does not necessarily indicate the results of operations or the combined financial position that would have resulted had the merger been completed at the beginning of the applicable period presented, nor is it indicative of the results of operations in future periods or the future financial position of the combined company.

Note 2— Pro Forma Adjustments

The unaudited pro forma condensed combined financial information for the merger includes the pro forma balance sheet as of March 31, 2004 assuming the merger was completed on March 31, 2004. The pro forma Statements of Income the three months ended March 31, 2004 and for the year ended December 31, 2003 was prepared assuming the merger was completed on January 1, 2003.

The unaudited pro forma condensed combined financial information reflects the exchange of 593,246,343 shares of Bank of America common stock with an aggregate fair value of approximately $45.6 billion, the issuance of $271

5

million of Bank of America preferred stock and $1.35 billion for the approximately 70 million shares of FleetBoston common stock issuable under outstanding stock options that converted into Bank of America stock options, direct acquisition costs and the cost of 15.7 million shares of FleetBoston common stock already owned by Bank of America valued at their historic cost of $457 million. Common stock and preferred stock issued in the exchange was valued using the methodology discussed in Note 1 above.

Substantially all of the FleetBoston stock options vested upon completion of the merger and converted into Bank of America stock options. The fair value of the Bank of America options issued in exchange for the FleetBoston options was estimated using a Black-Scholes option pricing model. Option pricing models require the use of highly subjective assumptions including expected stock price and volatility that when changed can materially affect fair value estimates. Accordingly, the model does not necessarily provide for a reliable single measure of the fair value of employee stock options. The more significant assumptions used in estimating the fair value of the Bank of America stock options to be issued in the exchange for FleetBoston stock options include a risk-free interest rate of 3.80 percent, a dividend yield of 4.16 percent, a weighted average expected life of seven years and volatility of 27 percent. The seven-year term was based on the weighted average expected term to expiration of these options.

The allocation of the purchase price follows:

(Dollars in millions)	March 31, 2004
Purchase Price
FleetBoston common stock exchanged (in thousands)		1,068,335
Exchange ratio		0.5553
Total Bank of America Common Stock exchanged (in thousands)		593,246
Purchase price per Bank of America common share	$	76.88
				$	45,609
FleetBoston preferred stock converted to Bank of America preferred stock					271
Fair value of outstanding stock options, direct acquisition costs and the effect of FleetBoston shares already owned by Bank of America					1,354
Total purchase price				$	47,234
Less: Net assets acquired
FleetBoston stockholders’ equity	$	19,329
FleetBoston goodwill and other intangible assets		(4,709	)
Estimated adjustments to reflect assets acquired at fair value:
Securities		(35	)
Loans and leases		(690	)
Premises and equipment		(584	)
Identified intangibles		3,457
Other assets and deferred income tax		(186	)
Deposits		(313	)
Commercial paper and other short-term borrowings		(1	)
Other liabilities		(245	)
Exit and termination liabilities		(680	)
Long-term debt		(1,182	)
		14,161
Estimated goodwill resulting from merger				$	33,073

The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:

(A) Adjustment to fair-value the securities portfolio.

(B) Reflect the reduction in securities owned and associated net gain reflected in Other Comprehensive Income for FleetBoston stock already owned by Bank of America.

6

(C) Adjustment to fair-value the loan and lease portfolio. The adjustment will be recognized over the estimated remaining life of the loan and lease portfolio. The impact of the adjustment was to increase interest income by approximately $44 and $132 million for the three months ended March 31, 2004 and for the twelve months ended December 31, 2003, respectively.

(D) Adjustment to fair-value owned real estate, leased property and related improvements, signage and computer equipment. The effect of these adjustments is to reduce occupancy costs by $10 million and $40 million and equipment costs by $4 million and $23 million for the three months ended March 31, 2004 and for the twelve months ended December 31, 2003, respectively.

(E) Adjustment to write off historical FleetBoston goodwill and record goodwill created as a result of the merger.

(F) Adjustment to write off historical FleetBoston intangible assets (other than goodwill) and to record intangible assets (other than goodwill) resulting from the merger based on estimated fair values. The nature, amount and amortization method of various possible identified intangibles are being studied by management. The adjustments reflected herein are based on current assumptions and valuations, which are subject to change. For purposes of the pro forma adjustments shown here, we have estimated a core deposit intangible of $2.4 billion, a purchased credit card relationship intangible of $660 million and other customer relationship intangibles of $408 million. We estimate these intangibles will be amortized over a period not to exceed ten years, on an accelerated basis for the core deposit intangible and purchased credit card relationship intangible and a straight-line basis for the other customer relationship intangibles. The value of the intangibles represents the estimated future economic benefit resulting from the acquired customer balances and relationships. This value was estimated by considering cash flows from the current balances of accounts, expected growth or attrition in balances, and the estimated life of the relationship. Material changes are possible when our analysis is completed. The impact of these adjustments is to increase other general operating expense by $142 million and $606 million for the three months ended March 31, 2004 and for the twelve months ended December 31, 2003, respectively.

(G) Adjustment to fair-value other assets including pre-paid pension assets, computer software, deferred costs, other miscellaneous items and deferred tax assets, net of deferred tax liabilities, resulting from the pro forma adjustments. Deferred taxes were recorded using Bank of America’s expected statutory rate of 36.9 percent.

(H) Adjustment to fair-value fixed-rate deposit liabilities based on current interest rates for similar instruments. The adjustment will be recognized over the estimated remaining term of the related deposit liability. The impact of the adjustment was to decrease interest expense by approximately $20 million and $143 for the three months ended March 31, 2004 and for the twelve months ended December 31, 2003, respectively.

(I) Adjustment to fair-value short-term borrowings. The adjustment will be recognized over the estimated remaining life of the related instruments. The impact of the adjustment was to decrease interest expense by $1 million for the twelve months ended December 31, 2003.

(J) Adjustment to accrued expenses and other liabilities consists of $245 million that mainly reflects the fair value of pension liabilities, change in control liabilities, accrued direct acquisition costs and current interest rate adjustments to deferred compensation plans.

(K) For purposes of the pro forma adjustments shown here, we have estimated that the exit and termination liability of FleetBoston operations will be approximately $680 million. Included in the $680 million are approximately $510 million for severance and relocation and approximately $170 million for contract terminations. See Note 3 for Bank of America’s Merger Related and Restructuring Expenses.

(L) Adjustment to fair-value outstanding long-term debt instruments. The adjustment will be recognized over the remaining life of the long-term debt instruments. The impact of the adjustment was to decrease interest expense by approximately $66 million and $314 million for the three months ended March 31, 2004 and for the twelve months ended December 31, 2003, respectively.

(M) Adjustment to eliminate FleetBoston’s historical stockholders’ equity, except for the preferred stock which is expected to be converted on a one-for-one basis into Bank of America preferred stock. Additionally, the adjustment reflects the issuance of Bank of America common stock, net of the FleetBoston stock already owned by Bank of America, and the conversion of FleetBoston stock options into Bank of America stock options.

(N) Certain unrealized gains currently reflected in other comprehensive income by FleetBoston will be accounted for as a premium paid by Bank of America and will be recognized over the remaining life of the securities portfolio. This premium was offset by discounts associated with open derivative positions that will be amortized over the remaining life of the derivatives. The net impact of the amortization of the premium/discount was to increase interest income by approximately $11 million for the three months ended March 31, 2004 and decrease interest income by approximately $1 million for the twelve months ended December 31, 2003.

7

(O) Adjustment of fixed-rate deferred compensation plans to current interest rates discussed in (J) above.

(P) Adjustment to reflect various purchase accounting adjustments, primarily the reversal of amortization of intangible assets recorded in FleetBoston’s historical financial statements.

(Q) Adjustment to record the tax effect of the pro forma adjustments using Bank of America’s statutory tax rate of 36.9 percent. The increase in the effective tax rate from the statutory rate of 36.9 percent reflects the effect of the accounting for leverage leases in accordance with Financial Accounting Standards Board Interpretation No. 21 “Accounting for Leases in a Business Combination”.

(R) Weighted average shares were calculated using the historical weighted average shares outstanding of Bank of America and FleetBoston, adjusted using the exchange ratio, to the equivalent shares of Bank of America common stock, for the year ended December 31, 2003. Earnings per share data has been computed based on the combined historical income of Bank of America, income from continuing operations for FleetBoston and the impact of purchase accounting adjustments.

Note 3— Merger Related and Restructuring Expenses

In connection with the merger, we have been developing our plan to integrate Bank of America’s and FleetBoston’s operations. Merger related and restructuring expenses have been estimated to be approximately $1.3 billion pre-tax and are related to system conversion, rebranding, customer communications, and severance and relocation for Bank of America employees of approximately $220 million. The specific details of these plans will continue to be refined over the next several months. Merger related and restructuring expenses will be recorded based on the nature and timing of these integration actions and is expected to be incurred over a two year period after completion of the merger. See Note 2 (K) for information related to FleetBoston’s severance, relocation and contract termination liabilities.

Note 4—Estimated Annual Cost Savings

The following estimated annual cost savings represent our estimate only and may not be indicative of the actual amount or nature of the cost savings the combined company actually achieves. The below information does not include the impact of possible revenue opportunities. The following table summarizes Bank of America’s estimated annual after-tax cost savings when fully phased in after the merger:

	Annual After - Tax Cost Savings
Personnel Expenses	$	500 - 600 million	(A)
Technology Initiative Reductions		175 - 225 million	(B)
Vendor Leverage		125 - 150 million	(C)
Marketing Programs		75 - 100 million	(D)
Occupancy Expenses		25 -   50 million	(E)
Other		200 - 250 million	(F)
Total	$	1.100 – 1.375 billion

(A) Personnel reduction cost savings are projected to occur from reduced line of business personnel costs and elimination of duplicative corporate and administrative functions.

(B) Technology Initiative Reductions are projected to result in cost savings due to reduced technology and initiative project expenses.

(C) Vendor leverage cost savings are projected to result in an annual cost savings due to purchasing efficiencies from the combined company’s negotiating power to achieve reduced rates for services provided.

8

(D) Marketing and related cost savings are projected from the consolidation of advertising and marketing efforts under a common brand.

(E) Occupancy and related cost savings are projected to result from consolidation of personnel into a reduced number of office facilities and leased space.

(F) Other cost savings are projected to result from reduced general administrative and general operating costs.

Note 5- Capital and Leverage Ratios

The pro forma regulatory risk based capital ratios as of March 31, 2004 are Tier 1 of 7.72 percent, Total of 11.27 percent, and a leverage ratio of 5.78 percent. The regulatory risk based capital and leverage ratios represent our estimate only and may not be indicative of the ratios the combined company actually achieves.

9