Exhibit 99.2

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Performance Report

Fourth Quarter

2003

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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

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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.

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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

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CONSOLIDATED

FINANCIAL

INFORMATION

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FOURTH QUARTER HIGHLIGHTS

Key Financial Data

	2003						Change		2002			Change
*Dollars in millions, except per share data*	4Q			3Q			Change		4Q			Change
*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.

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

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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

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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

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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

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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	%

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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	%

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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

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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

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ANALYSIS OF

CONSOLIDATED

INCOME

STATEMENT

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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.

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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.

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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.

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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.

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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

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.

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LOAN PORTFOLIO,

CREDIT QUALITY &

CAPITAL

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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.

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.

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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.

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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.

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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.

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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.

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.

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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.

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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.

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REVIEW OF

BUSINESS LINE

RESULTS

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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

Corporate Finance/FX/Derivative fees up 10%

Trade Services up 12%

Investment Management up 12%

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%).

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Line of Business Results: Total Company

Net Income

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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	%

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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			Change
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.

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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

$160 billion in Assets Under Management

B. Comparative Data

	2003						Change
*Dollars in millions*	4Q			3Q			Change
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	)

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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.

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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			Change
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.

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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.

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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.

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:

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

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

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.

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.

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•	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.

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Electronic Banking

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•	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.

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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

FLEETBOSTON FINANCIAL CORP 8-K