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2003 Annual Report: Financial Review: Statements and Notes: Note 12 Short-term Borrowings and Long-term Debt

Note 12

Short-term Borrowings and Long-term Debt

Short-term Borrowings

Bank of America Corporation and certain other subsidiaries issue commercial paper in order to meet short-term funding needs. Commercial paper outstanding at December 31, 2003 was $7.6 billion compared to $114 million at December 31, 2002.

Bank of America, N.A. maintains a domestic program to offer up to a maximum of $50.0 billion, at any one time, of bank notes with fixed or floating rates and maturities of at least seven days from the date of issue. Short-term bank notes outstanding under this program totaled $3.3 billion at December 31, 2003 compared to $1.0 billion at December 31, 2002. These short-term bank notes, along with Treasury tax and loan notes, term federal funds purchased and commercial paper, are reflected in commercial paper and other short-term borrowings on the Consolidated Balance Sheet.

Long-term Debt

The following table presents long-term debt at December 31, 2003 and 2002:

December 31
(Dollars in millions) 2003 2002
Notes issued by
     Bank of America Corporation(1,2)
Senior notes:
     Fixed, ranging from 0.73% to 7.50%,
          due 2004 to 2028 $ 8,219 $ 7,896
     Floating, ranging from 0.20% to 6.20%,
          due 2004 to 2043 28,669 19,294
Subordinated notes:
     Fixed, ranging from 3.95% to 8.57%,
          due 2004 to 2033 2,299 14,158
     Floating, ranging from 0.60% to 2.38%,
          due 2005 to 2037 16,742 5,167
Junior subordinated notes related to
     trust preferred securities:(3)
     Fixed, ranging from 7.70% to 8.25%,
          due 2026 to 2027 2,127 -
     Floating, ranging from 1.37% to 1.88%,
          due 2027 to 2033 3,344 -
          Total notes issued by
               Bank of America Corporation 61,400 46,515
Notes issued by Bank of America, N.A. and
     other subsidiaries(1,2)
Senior notes:
     Fixed, ranging from 0% to 8.50%,
          due 2004 to 2033 606 2,223
     Floating, ranging from 1.01% to 2.93%,
          due 2004 to 2011 3,491 3,229
Subordinated notes:
     Fixed, 9.50%, due 2004 300 401
     Floating, 1.16%, due 2019 8 8
          Total notes issued by Bank of America, N.A.
               and other subsidiaries 4,405 5,861
Notes issued by NB Holdings Corporation(1,2)
Junior subordinated notes related to
     trust preferred securities:(3)
     Fixed, ranging from 7.70% to 8.06%, due 2026 515 -
     Floating, ranging from 1.78%, due 2027 258 -
          Total notes issued by NB Holdings
               Corporation 773 -
Other debt
Advances from the
     Federal Home Loan Bank - Georgia 2,750 2,749
Advances from the
     Federal Home Loan Bank - Oregon 5,989 5,992
Other 26 28
          Total other debt 8,765 8,769
               Total $ 75,343 $ 61,145
(1)  Fixed-rate and floating-rate classifications as well as interest rates include the effect of interest rate swap contracts.
(2)  Rates and maturity dates reflect outstanding debt at December 31, 2003.
(3)  Trust preferred securities vehicles were deconsolidated in 2003 with the resulting liabilities to the trust companies included as a component of long-term debt.

The majority of the floating rates are based on three- and six-month London InterBank Offered Rates (LIBOR). Bank of America Corporation and Bank of America, N.A. maintain various domestic and international debt programs to offer both senior and subordinated notes. The notes may be denominated in U.S. dollars or foreign currencies. Foreign currency contracts are used to convert certain foreign currency-denominated debt into U.S. dollars.

At December 31, 2003 and 2002, Bank of America Corporation was authorized to issue approximately $26.0 billion and $37.5 billion, respectively, of additional corporate debt and other securities under its existing shelf registration statements. At December 31, 2003 and 2002, Bank of America, N.A. was authorized to issue approximately $25.9 billion and $28.2 billion, respectively, of bank notes and Euro medium-term notes.

Including the effects of interest rate contracts for certain longterm debt issuances, the weighted average effective interest rates for total long-term debt, total fixed-rate debt and total floating-rate debt (based on the rates in effect at December 31, 2003) were 2.36 percent, 6.01 percent and 1.41 percent, respectively, at December 31, 2003 and (based on the rates in effect at December 31, 2002) were 3.56 percent, 6.46 percent and 1.49 percent, respectively, at December 31, 2002. These obligations were denominated primarily in U.S. dollars.

Aggregate annual maturities of long-term debt obligations (based on final maturity dates) at December 31, 2003 are as follows:

(Dollars in millions) 2004 2005 2006 2007 2008 Thereafter Total
Bank of America Corporation $ 6,832 $ 3,745 $ 8,693 $ 3,196 $ 5,139 $ 33,795 $ 61,400
Bank of America, N.A. 1,456 160 808 5 452 2,297 5,178
Other 3,905 1,500 2,700 501 4 155 8,765
     Total $ 12,193 $ 5,405 $ 12,201 $ 3,702 $ 5,595 $ 36,247 $ 75,343

On January 28, 2004, the Board of Directors authorized Bank of America Corporation to file a Shelf Registration Statement with the Securities and Exchange Commission (SEC). The Shelf Registration Statement was filed with the SEC on February 11, 2004 and covers $30.0 billion in debt and equity securities.

On January 15, 2004, Bank of America, N.A. completed a $60.0 billion Bank Note Offering Circular covering senior and subordinated bank notes. The Offering Circular was filed with the Office of the Comptroller of the Currency (OCC).

Subsequent to December 31, 2003 through February 25, 2004, Bank of America Corporation had issued a total of $4.6 billion of long-term senior and subordinated debt, with maturities ranging from 2009 to 2029.

Trust Preferred Securities

Trust preferred securities (Trust Securities) are issued by the trust companies (the Trusts) that were deconsolidated by the Corporation under FIN 46. These securities are mandatorily redeemable preferred security obligations of the Trusts. The sole assets of the Trusts are Junior Subordinated Deferrable Interest Notes of the Corporation (the Notes). Obligations associated with these securities are included in junior subordinated notes related to trust preferred securities in the Long-term Debt table above. See Note 15 of the consolidated financial statements for a discussion regarding the potential change in treatment for regulatory capital purposes of the Trust Securities.

At December 31, 2003, the Corporation had 14 Trusts which have issued Trust Securities to the public. Certain of the Trust Securities were issued at a discount and may be redeemed prior to maturity at the option of the Corporation. The Trusts have invested the proceeds of such Trust Securities in the Notes. Each issue of the Notes has an interest rate equal to the corresponding Trust Securities distribution rate. The Corporation has the right to defer payment of interest on the Notes at any time or from time to time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the relevant Notes. During any such extension period, distributions on the Trust Securities will also be deferred, and the Corporation's ability to pay dividends on its common and preferred stock will be restricted.

The Trust Securities are subject to mandatory redemption upon repayment of the related Notes at their stated maturity dates or their earlier redemption at a redemption price equal to their liquidation amount plus accrued distributions to the date fixed for redemption and the premium, if any, paid by the Corporation upon concurrent repayment of the related Notes.

Periodic cash payments and payments upon liquidation or redemption with respect to Trust Securities are guaranteed by the Corporation to the extent of funds held by the Trusts (the Preferred Securities Guarantee). The Preferred Securities Guarantee, when taken together with the Corporation's other obligations, including its obligations under the Notes, will constitute a full and unconditional guarantee, on a subordinated basis, by the Corporation of payments due on the Trust Securities.

The following table is a summary of the outstanding Trust Securities and the Notes at December 31, 2003.

(Dollars in millions) Issuance
Date
Aggregate
Principal
Amount of
Trust
Securities
Aggregate
Principal
Amount of
the Notes
Stated
Maturity of
the Notes
Per
Annum
Interest
Rate of
the Notes
Interest
Payment
Dates
Redemption
Period
Issuer
NationsBank
Capital Trust II December 1996 $ 365 $ 376 December 2026 7.83 % 6/15, 12/15 On or after
12/15/06
(1,3)
Capital Trust III February 1997 494 509 January 2027 3-mo. LIBOR
+55 bps
1/15, 4/15,
7/15, 10/15
On or after
1/15/07
(1)
Capital Trust IV April 1997 498 513 April 2027 8.25 4/15, 10/15 On or after
4/15/07
(1,4)
BankAmerica
Institutional Capital A November 1996 450 464 December 2026 8.07 6/30, 12/31 On or after
12/31/06
(2,5)
Institutional Capital B November 1996 300 309 December 2026 7.70 6/30, 12/31 On or after
12/31/06
(2,6)
Capital II December 1996 450 464 December 2026 8.00 6/15, 12/15 On or after
12/15/06
(2,7)
Capital III January 1997 400 412 January 2027 3-mo. LIBOR
+57 bps
1/15, 4/15,
7/15, 10/15
On or after
1/15/02
(2)
Barnett
Capital I November 1996 300 309 December 2026 8.06 6/1, 12/1 On or after
12/1/06
(1,8)
Capital II December 1996 200 206 December 2026 7.95 6/1, 12/1 On or after
12/1/06
(1,9)
Capital III January 1997 250 258 February 2027 3-mo. LIBOR
+62.5 bps
2/1, 5/1,
8/1, 11/1
On or after
2/1/07
(1)
Bank of America
Capital Trust I December 2001 575 593 December 2031 7.00 3/15, 6/15,
9/15, 12/15
On or after
12/15/06
(10)
Capital Trust II January 2002 900 928 February 2032 7.00 2/1, 5/1,
8/1, 11/1
On or after
2/1/07
(10)
Capital Trust III August 2002 500 516 August 2032 7.00 2/15, 5/15,
8/15, 11/15
On or after
8/15/07
(10)
Capital Trust IV April 2003 375 387 May 2033 5.88 2/1, 5/1,
8/1, 11/1
On or after
5/1/08
(10)
     Total $ 6,057 $ 6,244          
(1)  The Corporation may redeem the Notes prior to the indicated redemption period upon the occurrence of certain events relating to tax treatment of the related trust or the Notes, relating to capital treatment of the Trust Securities or relating to a change in the treatment of the related trust under the Investment Company Act of 1940, as amended, at a redemption price at least equal to the principal amount of the Notes.
(2)  The Corporation may redeem the Notes prior to the indicated redemption period upon the occurrence of certain events relating to tax treatment of the related trust or the Notes or relating to capital treatment of the Trust Securities at a redemption price at least equal to the principal amount of the Notes.
(3)  The Notes may be redeemed on or after December 15, 2006 and prior to December 15, 2007 at 103.915% of the principal amount, and thereafter at prices declining to 100% on December 15, 2016 and thereafter.
(4)  The Notes may be redeemed on or after April 15, 2007 and prior to April 14, 2008 at 103.85% of the principal amount, and thereafter at prices declining to 100% on April 15, 2017 and thereafter.
(5)  The Notes may be redeemed on or after December 31, 2006 and prior to December 31, 2007 at 104.035% of the principal amount, and thereafter at prices declining to 100% on December 31, 2016 and thereafter.
(6)  The Notes may be redeemed on or after December 31, 2006 and prior to December 31, 2007 at 103.779% of the principal amount, and thereafter at prices declining to 100% on December 31, 2016 and thereafter.
(7)  The Notes may be redeemed on or after December 15, 2006 and prior to December 15, 2007 at 103.969% of the principal amount, and thereafter at prices declining to 100% on December 15, 2016 and thereafter.
(8)  The Notes may be redeemed on or after December 1, 2006 and prior to December 1, 2007 at 104.03% of the principal amount, and thereafter at prices declining to 100% on December 1, 2016 and thereafter.
(9)  The Notes may be redeemed on or after December 1, 2006 and prior to December 1, 2007 at 103.975% of the principal amount, and thereafter at prices declining to 100% on December 1, 2016 and thereafter.
(10)  The Corporation may redeem the Notes prior to the indicated redemption period upon the occurrence and continuation of a tax event, an investment company event or a capital treatment event. The Corporation may extend the stated maturity date of the junior subordinated notes to a date no later than May 23, 2052.


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