ITEM 1. BUSINESS THE CORPORATION State Street Boston Corporation ("State Street") is a bank holding company organized under the laws of the Commonwealth of Massachusetts. State Street was organized in 1970 and conducts its business principally through its subsidiary, State Street Bank and Trust Company ("State Street Bank"), which traces its beginnings to the founding of the Union Bank in 1792. The charter under which State Street Bank now operates was authorized by a special act of the Massachusetts Legislature in 1891, and its present name was adopted in 1960. State Street is the fourth largest provider of trust services in the United States as ranked on the basis of 1992 fiduciary compensation. The major services contributing to fiduciary compensation are portfolio accounting, securities custody and other related services for mutual funds/collective investment funds; portfolio accounting, securities custody and other related services for retirement and other financial assets of corporations, public funds, endowments, foundations, and nuclear decommissioning trusts; investment management for institutions through State Street Global Advisors; personal trust; services for defined contribution plans; and corporate trust. Ranked on the basis of assets as of December 1992, State Street Bank is the 28th largest commercial bank in the United States. State Street's total assets were $18.7 billion at December 31, 1993, of which $13.5 billion, or 72%, were investment securities and money market assets and $2.6 billion, or 14%, were loans. State Street had $1.6 trillion of assets under custody, $201 billion of bonds under trusteeship, and $142 billion of assets under management at year-end 1993. Services are provided from offices in the United States, as well as from offices in Canada, Grand Cayman, Netherland Antilles, the United Kingdom, France, Belgium, Luxembourg, Germany, United Arab Emirates, Hong Kong, Taiwan, Japan, Australia, and New Zealand. State Street's executive offices are located at 225 Franklin Street, Boston, Massachusetts.
BUSINESS OF THE CORPORATION State Street has two principal lines of business, financial asset services and commercial lending.
FINANCIAL ASSET SERVICES Financial asset services is comprised of the business components that service and manage financial assets worldwide. These include services for mutual funds and pension plans, both defined benefit and defined contribution; corporate trusteeship; and management of institutional financial assets and personal trust. A broad array of banking services is provided, including accounting, recordkeeping, custody of securities, information services and recordkeeping; taking short-term customer funds onto State Street's balance sheet; investment management; foreign exchange trading; and cash management. State Street began providing mutual fund services in 1924, and now has $683 billion of the mutual fund industry's assets under custody. State Street is the leading mutual fund custodian in the United States, servicing 37% of the registered funds. Customers who sponsor the 1,948 U.S. mutual funds that State Street services include investment companies, broker/dealers, insurance companies and others. In addition, State Street services 192 collective investment funds registered outside of the United States. State Street's mutual fund services include domestic and global custody services, which incorporates safekeeping portfolio assets, settling trades, collecting and accounting for income, monitoring corporate actions and reporting investable cash. State Street also offers portfolio accounting, pricing, general ledger accounting, fund administration and other services. Shareholder accounting is provided through a 50%-owned affiliate. State Street began servicing pension assets in 1974. Servicing $574 billion of assets for North American customers, it is currently ranked as the largest servicer of tax exempt assets for corporations and public funds
in the United States. Financial asset services are also provided for portfolios of unions, endowments, foundations, and nuclear decommissioning trusts. In addition, State Street provides global and domestic services for $66 billion in assets for customers outside North America. In the late 1970s, State Street began managing assets for institutions and was a pioneer in the development of domestic and international index funds. The products now offered also include enhanced and fully active equity strategies, short-term investment funds and fixed income. These products are sold domestically and from nine locations outside the United States. At year- end 1993, institutional assets managed were $136 billion. State Street is ranked as the largest manager of internationally-indexed assets and the third largest manager of tax-exempt money in the United States. State Street is a leading New England trustee and money manager for individuals, and provides planned gift management services for non-profit organizations throughout the United States. State Street acts as participant recordkeeper, securities custodian and trustee for defined contribution plans, such as 401(k) plans and ESOPs, and issues checks for employee benefit distributions. Corporate trust services for asset-backed securities, corporate securities, leveraged leases, and municipal securities are provided to investment banks, corporations, municipalities and government agencies from five offices in the United States. At year ended 1993, bonds under trusteeship totaled $201 billion. State Street acts as a mortgage subservicer through Wendover Funding Inc. in Greensboro, North Carolina. State Street also provides card replacement and other services for a bank card association, processing of unclaimed securities for state governments, accounting services for retained asset accounts of insurance companies and clearing services for correspondent banks. State Street provides foreign exchange trading, global cash management and trading of securities to financial institutions and corporations. Funds are gathered in the form of domestic and foreign deposits, federal funds and securities sold under repurchase agreements from local, national and international sources. Trading and arbitrage operations are conducted with government securities, futures and options. Municipal dealer activities include underwriting, trading and distribution of general obligation tax- exempt bonds and notes. Treasury centers are located in Boston, London, Hong Kong, Tokyo and Sydney. State Street also provides corporate finance services, including private placement of debt and equity, acquisitions and divestitures and project finance.
COMMERCIAL LENDING State Street provides corporate banking, specialized lending and international banking to businesses and financial institutions. The corporate banking services are offered primarily to New England middle market companies. Specialized lending is both regional and national, with specialties that include communications, publishing, law firms, broker/dealers and other financial institutions. In addition, State Street offers asset-based finance, leasing, real estate, and trade finance. Trade finance includes letters of credit, collection, payment and other specialized services for importers and exporters. Dollar clearing and other correspondent banking services are provided through an Edge Act subsidiary in New York City.
SELECTED STATISTICAL INFORMATION The following tables contain State Street's consolidated statistical information relating to, and should be read in conjunction with, the consolidated financial statements. Additionally, certain previously reported amounts have been reclassified to conform to the present method of presentation.
DISTRIBUTION OF AVERAGE ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL The average statements of condition and net interest revenue analysis for the years indicated are presented below.
Interest revenue on non-taxable investment securities and loans includes the effect of taxable equivalent adjustments, using a Federal income tax rate of 35% in 1993 and 34% in 1992 and 1991, adjusted for applicable state income taxes net of the related Federal tax benefit.
DISTRIBUTION OF AVERAGE ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED) The table below summarizes changes in interest revenue and interest expense due to changes in volume of interest-earning assets and interest- bearing liabilities, and changes in interest rates. Changes attributed to both volume and rate have been allocated based on the proportion of change in each category.
RETURN ON EQUITY AND ASSETS AND CAPITAL RATIOS The return on equity, return on assets, dividend payout ratio, equity to assets ratio and capital ratios for the years ended December 31, were as follows: 1993 1992 1991 ---- ---- ---- Net income to: Average stockholders' equity ................. 17.4% 18.1% 18.0% Average total assets ..... .99 1.03 1.20 Dividends declared to net income ................... 21.9 20.8 20.4 Average equity to average assets ................... 5.7 5.7 6.7 Risk-based ratios: Tier 1 capital ........... 12.1 13.2 14.1 Total capital ............ 12.7 14.6 16.4
INVESTMENT PORTFOLIO During the fourth quarter of 1992 State Street classified a portion of its investment securities portfolio as being available for sale. This reflects the intent to hold these securities for an indefinite period of time, not necessarily until final maturity. Securities classified as available for sale are carried at the lower of amortized cost or market. Investment securities consisted of the following at December 31:
1993 1992 1991 ------ ------- ------ (DOLLARS IN MILLIONS) HELD FOR INVESTMENT U.S. Treasury and Federal agencies ................... $1,272 $ 996 $1,583 State and political subdivisions ............... 1,084 451 382 Asset-backed securities .... 2,028 1,618 1,150 Other investments .......... 100 87 135 ------ ------ ------ Total ................ 4,484 3,152 3,250 AVAILABLE FOR SALE U.S. Treasuries ............ 1,122 940 Other investments .......... 95 ------ ------ Total ................ 1,217 940 ------ ------ ------ Total investment securities ......... $5,701 $4,092 $3,250 ------ ------ ------ ------ ------ ------ The maturities of investment securities at December 31, 1993 and the weighted average yields (fully taxable equivalent basis) were as follows:
LOAN PORTFOLIO Domestic and foreign loans at December 31 and average loans outstanding for the years ended December 31, were as follows:
Selected loan maturities at December 31, 1993 were as follows:
The following table shows the classification of the above loans due after one year according to sensitivity to changes in interest rates:
Loans are evaluated on an individual basis to determine the appropriateness of renewing each loan. State Street does not have a general policy. Unearned revenue included in loans was $4,423,000 and $5,467,000 at December 31, 1993 and 1992, respectively.
NON-ACCRUAL LOANS It is State Street's policy to place loans on a non-accrual basis when they become 60 days past due as to either principal or interest, or when in the opinion of management full collection of principal or interest is unlikely. When the loan is placed on non-accrual, the accrual of interest is discontinued and previously recorded but unpaid interest is reversed and charged against current earnings. Past due loans are loans on which principal or interest payments are over 90 days delinquent, but where interest continues to be accrued. The following schedule discloses information concerning non-accrual and past due loans.
NON-ACCRUAL LOANS (CONTINUED)
The interest revenue for 1993 which would have been recorded related to these non-accrual loans is $2,796,000 for domestic loans. The interest revenue that was recorded on these non-accrual loans was $812,000, all of which relates to domestic loans. Loans totaling $12,914,000 were restructured in 1993, are performing in accordance with their new terms and are accruing at a market rate.
ALLOWANCE FOR LOAN LOSSES The changes in the allowance for loan losses for the years ended December 31, were as follows:
ALLOWANCE FOR LOAN LOSSES (CONTINUED) State Street establishes an allowance for loan losses to absorb probable credit losses. Management's review of the adequacy of the allowance for loan losses is ongoing throughout the year and is based, among other factors, on the evaluation of the level of risk in the portfolio, the volume of adversely classified loans, previous loss experience, current trends, and expected economic conditions and their effect on borrowers. While the allowance is established to absorb probable losses inherent in the total loan portfolio, management allocates the allowance for loan losses to specific loans, selected portfolio segments and certain off-balance sheet exposures and commitments. Adversely classified loans in excess of $1 million are individually reviewed to evaluate risk of loss and assigned a specific allocation of the allowance. The allocations are based on an assessment of potential risk of loss and include evaluations of the borrowers' financial strength, cash flows, collateral, appraisals and guarantees. The allocations to portfolio segments and off-balance sheet exposures are based on management's evaluation of relevant factors, including the current level of problem loans and current economic trends. These allocations are also based on subjective estimates and management judgment, and are subject to change from quarter-to-quarter. In addition, a portion of the allowance remains unallocated as a general reserve for the entire loan portfolio. The provision for loan losses is a charge to earnings for the current period which is required to maintain the total allowance at a level considered adequate in relation to the level of risk in the loan portfolio. The provision for loan losses was $11.3 million for 1993, which compares to $12.2 million in 1992. At December 31, 1993, the allowance for loan losses was $54.3 million, or 2.03% of loans. This compares to an allowance of $57.9 million or 2.89% of loans a year ago. This decline reflects improvement in measures of credit quality and improvement in the outlook for general economic conditions and its affect on borrowers. The decline in the allowance for loan losses as a percentage of loan volume is also attributable to the growth in loan exposures to financial asset services customers and securities brokers in conjunction with their trading and settlement activity. These are generally short-term, usually overnight, and are structured to have relatively low credit exposure.
CREDIT QUALITY At December 31, 1993, loans comprised 14% of State Street's assets, compared to over 55% for other banking companies of comparable size. State Street's loan policies limit the size of individual loan exposures to reduce risk through diversification. In 1993, net charge-offs declined from $20.1 million to $16.3 million. Net charge-offs as a percentage of average loans were .63% compared to .97% for 1992. At December 31, 1993, total non-performing assets were $37.9 million, a $14.9 million decrease from year-end 1992. Non-performing assets include $26.8 million of non-accrual loans and $11.1 million of other real estate owned. In 1993, loans placed on non-accrual status were more than offset by charge-offs, payments, and the return to accrual status of several loans. The decline in other real estate owned resulted from property sales. In 1993, measures of credit quality improved, as discussed above, as did the general economic outlook. The economy in the Northeast began to expand modestly after several years of decline. We expect continued improvement in credit quality in 1994.
CROSS-BORDER OUTSTANDINGS Countries with which State Street has cross-border outstandings (primarily deposits with banks and letters of credit) of at least 1% of its total assets, all of which were to banks and other financial institutions, at December 31, 1993, 1992 and 1991, were as follows:
Aggregate of cross-border outstandings in countries having between .75% and 1% of total assets at December 31, 1993 was $171,688,000 (Belgium); December 31, 1992 was $139,333,000 (Austria); and at December 31, 1991 was $136,792,000 (Sweden). At December 31, 1993 there was $499,000 of cross-border risk with Mexico.
DEPOSITS The average balance and rates paid on interest-bearing deposits for the years ended December 31, were as follows:
Maturities of domestic certificates of deposit of $100,000 or more at December 31, 1993, were as follows:
At December 31, 1993, substantially all foreign time deposit liabilities were in amounts of $100,000 or more. Included in noninterest-bearing deposits were foreign deposits of $28,519,000, $41,492,000 and $22,188,000 at December 31, 1993, 1992 and 1991.
SHORT-TERM BORROWINGS The following table reflects the amounts outstanding and weighted average interest rates of the primary components of short-term borrowings as of and for the years ended:
FEDERAL SECURITIES SOLD FUNDS UNDER REPURCHASE PURCHASED AGREEMENTS --------- ---------- (DOLLARS IN THOUSANDS) Balance as of December 31: 1993 ................................. $ 269,083 $2,972,928 1992 ................................. 623,670 2,751,416 1991 ................................. 587,985 3,821,035 Maximum outstanding at any month end: 1993 ................................. $1,081,811 $5,297,210 1992 ................................. 1,522,522 4,313,852 1991 ................................. 1,106,712 3,890,188 Average outstanding during the year: 1993 ................................. $ 741,082 $4,133,726 1992 ................................. 919,109 3,290,196 1991 ................................. 837,006 1,765,768 Weighted average interest rate at year end: 1993 ................................. 2.7% 2.7% 1992 ................................. 2.3 2.8 1991 ................................. 3.7 4.1 Weighted average interest rate during the year: 1993 ................................. 2.8 2.9 1992 ................................. 3.4 3.4 1991 ................................. 5.5 5.1
COMPETITION State Street is subject to competition in all of its products and markets worldwide. In addition to competition from other deposit taking institutions, State Street competes with investment management firms, private trustees, insurance companies, mutual funds, broker/dealers, investment banking firms, law firms, benefit consultants, and business service companies. As State Street expands globally, additional types of competition are encountered.
EMPLOYEES At December 31, 1993, State Street had 10,117 employees, of whom 9,684 were full-time.
REGULATION AND SUPERVISION State Street is registered with the Board of Governors of the Federal Reserve System (the "Board") as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the "Act"). The Act, with certain exceptions, limits the activities that may be engaged in by State Street and its non-bank subsidiaries to those which are deemed by the Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In making such determination, the Board must consider whether the performance of any such activity by a subsidiary of State Street can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition or gains in efficiency, that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. The Board is authorized to differentiate between activities commenced de novo and those commenced by the acquisition in whole or in part of a going concern. In the opinion of management, all of State Street's present subsidiaries are within the statutory standard or are otherwise permissible. The Act also requires a bank holding company to obtain prior approval of the Board before it may acquire substantially all the assets of any bank or ownership or control of more than 5% of the voting shares of any bank. The Act prohibits a bank holding company from acquiring shares of a bank located outside the state in which the operations of the holding company's banking subsidiaries are principally conducted unless such an acquisition is specifically authorized by statute of the other state. State Street and its non-bank subsidiaries are affiliates of State Street Bank under the federal banking laws, which impose certain restrictions on transfers of funds in the form of loans, extensions of credit, investments or asset
REGULATION AND SUPERVISION (CONTINUED) purchases by State Street Bank to State Street and its non-bank subsidiaries. Transfers of this kind to State Street and its non-bank subsidiaries by State Street Bank are limited to 10% of State Street Bank's capital and surplus with respect to each affiliate and to 20% in the aggregate, and are also subject to certain collateral requirements. A bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or lease or sale of property or furnishing of services. The Board has jurisdiction to regulate the terms of certain debt issues of bank holding companies. The primary banking agency responsible for regulating State Street and its subsidiaries, including State Street Bank, for both domestic and international operations is the Federal Reserve Bank of Boston. State Street is also subject to the Massachusetts bank holding company statute. The Massachusetts statute requires prior approval by the Massachusetts Board of Bank Incorporation for the acquisition by State Street of more than 5% of the voting shares of any additional bank and for other forms of bank acquisitions. State Street's banking subsidiaries located in France, Japan and Luxembourg are also subject to regulation by the regulatory authorities of those countries. The capital of each of these banking subsidiaries is in excess of the minimum legal capital requirements as set by those authorities. State Street Bank is a member of the Federal Reserve System and the Federal Deposit Insurance Corporation (the "FDIC") and is subject to applicable federal and state banking laws and to supervision and examination by the Federal Reserve Bank of Boston, as well as by the Massachusetts Commissioner of Banks, the FDIC, and the regulatory authorities of those countries in which a branch of State Street Bank is located. In 1990, Massachusetts adopted a law which permits Massachusetts banking institutions to acquire banking institutions located in other states based on a reciprocal basis. The Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") broadened the enforcement powers of the federal banking agencies, including increased power to impose fines and penalties, over all financial institutions, including bank holding companies and commercial banks. The Crime Control Act of 1990 further broadened the enforcement powers of the federal banking agencies in a significant number of areas. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") has as its primary objectives to recapitalize the Bank Insurance Fund ("BIF") and strengthen the regulation and supervision of financial institutions. During 1993, the federal banking agencies continued the process of promulgating regulations to implement the statute. The "Prompt Corrective Action" provisions of the FDICIA are for the stated purpose: "to resolve the problems of insured depository institutions at the least possible long-term loss to the deposit insurance fund." Each federal banking agency has implemented prompt corrective action regulations for the institutions that it regulates. The statute requires or permits the agencies to take certain supervisory actions when an insured depository institution falls within one of five specifically enumerated capital categories. It also restricts or prohibits certain activities and requires the submission of a capital restoration plan when an insured institution becomes undercapitalized. The implementing regulations establish the numerical limits for the capital categories and establish procedures for issuing and contesting prompt corrective action directives. To be within the category "well capitalized", an insured depository institution must have a total risk-based capital ratio of 10.0 percent or greater, a Tier 1 risk-based capital ratio of 6.0 percent or greater, and a leverage ratio of 5.0 percent or greater, and the institution must not be subject to an order, written agreement, capital directive, or prompt corrective action directive to meet specific capital requirements. An insured institution is "adequately capitalized" if it has a total risk-based capital ratio of 8.0 percent or greater, a Tier 1 risk-based capital ratio of 4.0 percent or greater, and a leverage ratio of 4.0 percent or greater (or a leverage ratio of 3.0 percent or greater if the institution is rated composite 1 under the regulatory rating system). The final three capital categories are levels of undercapitalized, which trigger mandatory statutory provisions. While other factors in addition to capital ratios determine an institution's capital category, State Street and State Street Bank each were within the "well-capitalized" category at December 31, 1993. The FDICIA requires the FDIC to recapitalize the BIF within a prescribed time frame of 15 years and to adopt a risk-based deposit insurance assessment system. The FDIC adopted a BIF recapitalization schedule
REGULATION AND SUPERVISION (CONTINUED) and a final rule establishing a permanent risk-based assessment system, which is based on definitions of capital categories consistent with the "Prompt Corrective Actions" provisions. The rule is effective with the assessment period starting on January 1, 1994. Depending on which of the nine capital and supervisory categories a bank falls in, deposit insurance premiums will continue to range from 23 cents per $100 of domestic deposits for well- capitalized, financially sound institutions to a maximum of 31 cents for the lowest category. The Federal Reserve Board adopted a final rule, as required by the FDICIA, prescribing standards that will limit the risks posed by an insured depository institution's exposure to any other depository institution. Banks are required to develop written policies and procedures to monitor credit exposure to other banks, and to limit to 50% and 25% of total capital exposure to "undercapitalized" banks in 1994 and 1995, respectively. As required by the FDICIA, the FDIC adopted a regulation that permits only well capitalized banks, and adequately capitalized banks that have received waivers from the FDIC, to accept, renew or rollover brokered deposits. Regulations have also been adopted by the FDIC to limit the activities conducted as a principal by, and the equity investments of, state-chartered banks to those permitted for national banks. Banks may apply to the FDIC for approval to continue to engage in excepted investments and activities. Other FDICIA regulations adopted require independent audits, an independent audit committee of the bank's board of directors, stricter truth- in-savings provisions, and standards for real estate lending. The FDICIA amended deposit insurance coverage and the FDIC has implemented a rule specifying the treatment of accounts to be insured up to $100,000. Under other provisions of FDICIA, the federal banking agencies have proposed safety and soundness standards for banks in a number of areas including: internal controls, internal audit systems, information systems, credit underwriting, interest rate risk, executive compensation and minimum earnings. The agencies have also proposed rules to revise risk-based capital standards to take account of interest rate risk, as required by FDICIA. It is anticipated that the FDICIA and related regulations will result in higher costs for the banking industry in terms of deposit insurance assessments and costs of compliance and recordkeeping.
DIVIDENDS As a bank holding company, State Street is a legal entity separate and distinct from State Street Bank and its other non-bank subsidiaries. State Street's principal source of cash revenues is dividends from State Street Bank and its other non-bank subsidiaries. The right of State Street to participate as a stockholder in any distribution of assets of a subsidiary upon its liquidation or reorganization or otherwise is subject to the prior claims by creditors of the subsidiary, including obligations for federal funds purchased and securities sold under repurchase agreements, as well as deposit liabilities. Payment of dividends by State Street Bank is subject to provisions of the Massachusetts banking law which provide that dividends may be paid out of net profits provided (i) capital stock and surplus remain unimpaired, (ii) dividend and retirement fund requirements of any preferred stock have been met, (iii) surplus equals or exceeds capital stock, and (iv) there are deducted from net profits any losses and bad debts, as defined, in excess of reserves specifically established therefor. Under the Federal Reserve Act, the approval of the Board of Governors of the Federal Reserve System would be required if dividends declared by the Bank in any year would exceed the total of its net profits for that year combined with retained net profits for the preceding two years, less any required transfers to surplus. Under applicable federal and state law restrictions, at December 31, 1993 State Street Bank could have declared and paid dividends of $366,454,000 without regulatory approval. Future dividend payments of the Bank and non-bank subsidiaries cannot be determined at this time.
ECONOMIC CONDITIONS AND GOVERNMENT POLICIES Economic policies of the government and its agencies influence the operating environment of State Street. Monetary policy conducted by the Federal Reserve Board directly affects the level of interest rates and overall credit conditions of the economy. Policy instruments utilized by the Federal Reserve Board include open market operations in U.S. Government securities, changes in reserve requirements for depository institutions, and changes in the discount rate and availability of borrowing from the Federal Reserve.
ITEM 2.

ITEM 2. PROPERTIES
State Street's headquarters are located in the State Street Bank Building, a 34-story building at 225 Franklin Street, Boston, Massachusetts, which was completed in 1965. State Street leases approximately 415,000 square feet (or approximately 45% of the space in this building) for a 30-year initial term with two successive extension options of 20 years each at rentals to be negotiated. State Street exercised the first of the two (2) options which will be effective on January 1, 1996 for a term of 20 years. State Street owns five buildings located in Quincy, Massachusetts, a suburb of Boston. Four of the buildings, containing a total of approximately 1,365,000 square feet, function as the Bank's operations facilities. The Bank occupies approximately 1,275,000 square feet and subleases the remaining space. The fifth building, with 186,000 square feet, is leased to Boston Financial Data Services, Inc., a 50% owned affiliate. Additionally, State Street owns a 98,000 square foot building in Westborough, Massachusetts for use as a second data center. The remaining offices and facilities of State Street and its subsidiaries are leased. As of December 31, 1993, the aggregate mortgage and lease payments, net of sublease revenue, payable within one year amounted to $23,632,000, plus assessments for real estate tax, cleaning and operating escalations.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
State Street is subject to pending and threatened legal actions that arise in the normal course of business. In the opinion of management, after discussion with counsel, these can be successfully defended or resolved without a material adverse effect on State Street's financial position or results of operations.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 4.A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with regard to each executive officer of State Street. As used herein, the term "executive officer" means an officer who performs policy-making functions for State Street.
There are no family relationships between any director and executive officer of State Street. With the exception of Messrs. Carter, Allinson, Logue and Petersen, all of the executive officers have been officers of State Street for five years or more. Mr. Carter became President of State Street in July, 1991, Chief Executive Officer in January, 1992 and Chairman in January, 1993. Prior to joining State Street, he was with Chase Manhattan Bank for 15 years, including the last three as head of global securities services. Mr. Allinson became an officer of State Street in March, 1990. Prior to joining State Street, he was President of Mitchell Hutchins Asset Management, a subsidiary of PaineWebber Incorporated, responsible for six financial service subsidiaries. Mr. Petersen became an officer of State Street in August, 1991. Prior to joining State Street, he was an Executive Vice President at First Empire State Corporation, a bank holding company, responsible for operations and systems. Mr. Logue became an officer of State Street in 1991. Prior to joining State Street, he was Executive Vice President at Bank of New England Corporation where he was head of processing services.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information concerning the market prices of and dividends on State Street's common stock during the past two years appears on page 34 of State Street's 1993 Annual Report to Stockholders and is incorporated by reference. There were 5,886 stockholders of record at February 28, 1994. State Street's common stock is traded over-the-counter on the National Marker System, ticker symbol: STBK.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The information is set forth on page 21 of State Street's 1993 Annual Report to Stockholders and is incorporated by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The information required by this item appears in State Street's 1993 Annual Report to Stockholders on pages 2 and 3 and pages 22 through 35 and is incorporated by reference.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL FINANCIAL DATA
The Consolidated Financial Statements, Report of Independent Auditors and Supplemental Financial Data appearing on pages 36 through 55 of State Street's 1993 Annual Report to Stockholders and are incorporated by reference.
ITEM 9.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning State Street's directors appears on pages 1 through 6 of State Street's Proxy Statement for the 1994 Annual Meeting of Stockholders under the caption "Election of Directors" which Statement is to be filed with the Securities and Exchange Commission. Such information is incorporated by reference. Information concerning State Street's executive officers appears under the caption "Executive Officers of the Registrant" in Item 4.A. of this Report.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Information concerning compensation of the executives of State Street appears on pages 10 through 17 in State Street's Proxy Statement for the 1994 Annual Meeting of Stockholders under the caption "Executive Compensation". Such information is incorporated by reference.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners and management appears on pages 7 and 8 in State Street's Proxy Statement for the 1994 Annual Meeting of Stockholders under the caption "Beneficial Ownership of Shares". Such information is incorporated by reference.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions appears on page 9 in State Street's Proxy Statement for the 1994 Annual Meeting of Stockholders under the caption "Certain Transactions". Such information is incorporated by reference.
PART IV
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, on March 17, 1994, thereunto duly authorized. STATE STREET BOSTON CORPORATION
By REX S. SCHUETTE ----------------------------------------- REX S. SCHUETTE Senior Vice President and Comptroller Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 17, 1994, by the following persons on behalf of the registrant and in the capacities indicated.
EXHIBIT INDEX
EXHIBIT 3. ARTICLES OF INCORPORATION AND BY-LAWS 3.1 Restated Articles of Organization as amended (filed with the Securities and Exchange Commission as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated by reference) 3.2 By-laws as amended (filed with the Securities and Exchange Commission as Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated by reference) 3.3 Certificate of Designation, Preferences and Rights (filed with the Securities and Exchange Commission as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated by reference)
EXHIBIT 4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS 4.1 Rights Agreement dated as of September 15, 1988 between State Street Boston Corporation and The First National Bank of Boston, Rights Agent (filed with the Securities and Exchange Commission as Exhibit 4 to Registrant's Current Report on Form 8-K dated September 30, 1988 and incorporated by reference) 4.2 Amendment to Rights Agreement dated as of September 20, 1990 between State Street Boston Corporation and The First National Bank of Boston, Rights Agent (filed with the Securities and Exchange Commission as Exhibit 4 to Registrant's Quarterly Report on Form 10- Q for the quarter ended September 30, 1990 and incorporated by reference) 4.3 Indenture dated as of August 2, 1993 between State Street Boston Corporation and The First National Bank of Boston, as trustee (filed with the Securities and Exchange Commission as Exhibit 4 to the Registrant's Current Report on Form 8-K dated October 8, 1993 and incorporated by reference)
EXHIBIT 10. MATERIAL CONTRACTS Executive Compensation Plans and Agreements: 10.1 State Street Boston Corporation Long-Term Common Stock Incentive Program, as amended (filed with the Securities and Exchange Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10- K for the year ended December 31, 1981 and incorporated by reference) 10.2 State Street Boston Corporation 1981 Stock Option and Performance Share Plan, as amended (filed with the Securities and Exchange Commission as Exhibit 10.2 to Registrant's Annual Report on Form 10- K for the year ended December 31, 1981 and incorporated by reference) 10.3 State Street Boston Corporation 1984 Stock Option Plan (filed with the Securities and Exchange Commission as Exhibit 4(a) to Registrant's Registration Statement on Form S-8 (File No. 2-93157) and incorporated by reference) 10.4 State Street Boston Corporation 1985 Stock Option and Performance Share Plan (filed with the Securities and Exchange Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1985 and incorporated by reference) 10.5 Revised Forms of Termination Agreement with Executive Officers (filed with the Securities and Exchange Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated by reference) 10.6 State Street Boston Corporation 1989 Stock Option Plan (filed with the Securities and Exchange Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated by reference) 10.7 State Street Boston Corporation 1990 Stock Option and Performance Share Plan (filed with the Securities and Exchange Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated by reference) 10.8 State Street Boston Corporation Supplemental Executive Retirement Plan, together with individual benefit agreements (filed with the Securities and Exchange Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated by reference)
10.9 Individual Pension Agreement with Marshall N. Carter (filed with the Securities and Exchange Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated by reference)
10.10 Individual Pension Agreement with A. Edward Allinson (filed with the Securities and Exchange Commission as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated by reference) 10.11 Supplemental Retirement Agreement with Norton Q. Sloan 10.12 Individual Pension Agreement with Albert E. Petersen 10.13 Termination Benefits Arrangement with Marshall N. Carter 10.14 State Street Global Advisor's Incentive Plan for 1993 10.15 State Street Global Advisor's Incentive Plan for 1994 10.16 Senior Executives Annual Incentive Plan 10.17 1994 Stock Option and Performance Unit Plan
EXHIBIT 11. STATEMENT RE COMPUTATION OF PER SHARE EARNINGS 11.1 State Street Boston Corporation Computation of Earnings Per Share
EXHIBIT 12. STATEMENT RE COMPUTATION OF RATIOS 12.1 Statement of ratio of earnings to fixed charges.
EXHIBIT 13. PORTIONS OF ANNUAL REPORT TO STOCKHOLDERS 13.1 Five Year Selected Financial Data. 13.2 Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Years Ended December 31, 1993 (not covered by the Report of Independent Public Accountants). 13.3 Letter to Stockholders. 13.4 State Street Boston Corporation Consolidated Financial Statements and Schedules.
EXHIBIT 21. SUBSIDIARIES 21.1 Subsidiaries of State Street Boston Corporation
EXHIBIT 23. CONSENTS OF EXPERTS AND COUNSEL 23.1 Consent of Independent Auditors


Item 1. BUSINESS
General
Dover Corporation ("Dover" or the "Company") was originally incorporated in 1947 in the State of Delaware and commenced operations as a public company in 1954 with four operating divisions, engaged primarily in the manufacture of metal fabricated industrial products. Primarily through acquisitions, the Company has grown to encompass over 60 different businesses which fabricate, install and service elevators, and manufacture a broad range of specialized industrial products and electronic components and sophisticated manufacturing equipment. The primary criteria for Dover operating companies is that they strive to be the market leader in their respective market, meeting customer needs with superior products and services with appropriate increased compensation, while achieving long-term earnings growth, high cash flow and superior return on stockholders' equity.
The Company's businesses are divided into five business segments. Dover Elevator manufacturers, sells, installs and services elevators primarily in North America. Dover Resources manufactures products primarily to serve the automotive, fuel handling and service and petroleum industries. Dover Industries makes products for use in the waste handling, bulk transport, automotive service, commercial food service and machine tool industries. Dover Technologies builds primarily sophisticated automated electronic assembly equipment and to a lesser degree specialized electronic components. Dover Diversified builds heat transfer equipment, larger power generation, sophisticated assembly and production machines, as well as sophisticated products and control systems for use in the defense, aerospace and commercial building industries. Dover sells its products and services both directly and through various distributors, sales and commission agents and manufacturers representatives, in all cases consistent generally with the custom of the industry and market being served. For more information on these segments and their products, sales, markets served, earnings before tax and total assets for the six years ended December 31, 1993, see pages 6 through 16 of the 1993 Annual Report, which are hereby incorporated by reference.
During the past five years, Dover has spent approximately $550 million on acquisitions of which $321 million was expended in 1993. For more detail regarding acquisitions, see pages 1 through 5 of the 1993 Annual Report as well as Note 2 to the Consolidated Financial Statements on pages 21-22 of the 1993 Annual Report, which are hereby incorporated by reference.
- 3 - Raw Materials
Dover's operating companies use a wide variety of raw materials, primarily metals, semi-processed or finished components, which are generally available from a number of sources. Temporary shortages may occur occasionally, but have not resulted in business interruptions or major problems, nor are any such problems anticipated.
Research and Development
Dover's operating companies are encouraged to develop new products as well as upgrade and improve existing products to satisfy customer needs, expand sales opportunities and improve product reliability and reduce production costs. During 1993, approximately $60 million was spent on research and development, compared with $68 million and $62 million in 1992 and 1991, respectively.
Dover holds or is licensed to use a substantial number of U.S. patents covering a number of its product lines, and to a far lesser degree patents in certain foreign countries where it conducts business. Dover licenses some of its patents to other companies for which it collects royalties which are not significant. These patents have been obtained over a number of years and expire at various times. Although patents in the aggregate are important to Dover, the loss or expiration of any one patent or group of patents would not materially affect Dover or any of its segments. Where patents have expired, Dover believes that its commitment to leadership in continuous engineering improvements, manufacturing techniques, and other sales, service and marketing efforts are significant to maintaining its general market leadership position.
Trademarks and Tradenames
Several of the Company's products are sold under various trademarks and tradenames owned or licensed by the Company. Among the most significant are: Dover, Heil, Norris, Universal, DEK, Brown & Sharpe, Marathon, OPW, Duncan, Blackmer, Rotary Lift, Groen, Annubar, Sargent, A-C Compressor and Tipper Tie.
Seasonality
Dover's operations are generally not seasonal.
Customers
Dover's businesses serve thousands of customers, no one of which accounted for more than 10% of sales. Within each of the five segments, no customer accounted for more than 10% of segment sales.
- 4 - Backlog
Backlog generally is not considered a significant factor in Dover's businesses, as most products have relatively short delivery periods. The only exceptions are in those businesses which produce larger and more sophisticated machines, or have long-term government contractor subcontracts, particularly in the Diversified Group (Belvac, A-C Compressor, Sargent Controls and Sargent Technologies) and the Technologies Group (Universal).
Total Company backlog as of December 31, 1993 and 1992 was $710,977,000 and $606,681,000 respectively.
Competition
Dover's competitive environment is complex because of the wide diversity of products manufactured and markets served. In general, Dover companies are market leaders which compete with only a few companies. In addition, since most of Dover's manufacturing operation are in the United States, Dover usually is a more significant competitor domestically than in foreign markets. There are some exceptions.
In the Elevator segment, Dover competes for the manufacture and installation of elevators with a few generally large multinational competitors and maintains a strong domestic position. For service work, there are numerous local, regional and national competitors.
In the Technologies segment, Dover competes globally against a few very large companies, primarily based in Japan or Europe. Within the other three segments, there are a few companies whose markets and competition are international, particularly Wittemann, AOT, Tipper Tie and Belvac.
International
For foreign sales and assets, see Note 3 to the Consolidated Financial Statements on page 22 of the 1993 Annual Report and information about the Company's Operations in Different Geographic Areas on page 27 of the 1993 Annual Report, which are incorporated herein by reference. Export sales of domestic operations were $392 million in 1993 and $432 million in 1992.
Although international operations are subject to certain risks, such as price and exchange rate fluctuations and other foreign governmental restrictions, Dover intends to increase its expansion into foreign markets, particularly with respect to its elevator business, as domestic markets mature.
The countries where most of Dover's foreign subsidiaries and affiliates are based are Canada, Great Britain and Germany.
- 5 - Environmental Matters
Dover believes its operations generally are in substantial compliance with applicable regulations. In some instances, particular plants and businesses have been the subject of administrative and legal proceedings with governmental agencies relating to the discharge or potential discharge of materials. Where necessary, these matters have been addressed with specific consent orders to achieve compliance. Dover believes that continued compliance will not have any material impact on the Company's financial position going forward and will not require significant capital expenditures beyond normal requirements.
Employees
The Company had approximately 20,500 employees as of December 31, 1993.
Item 2.

Item 2. DESCRIPTION OF PROPERTY
The number, type, location and size of the Company's properties are shown on the following charts, by segment.
The facilities are generally well maintained and suitable for the operations conducted and their productive capacity is adequate for current needs.
Item 3.

Item 3. LEGAL PROCEEDINGS
Dover is party to a number of legal proceedings arising out of the normal course of its businesses. In general, most claims arise in connection with activities of its Elevator segment
- 6 - operations and certain of its other businesses which make products used by the public. In recent years, Dover has also been involved with the Internal Revenue Service regarding tax assessments for the eight years ended December 31, 1989 and certain patent litigation. In addition, matters have arisen under various environmental laws, as well as under local regulatory compliance agencies. For a further description of such matters, see Note 13 to the Consolidated Financial Statements on page 26 of the 1993 Annual Report, which is incorporated herein by reference.
Based on insurance availability, established reserves and periodic reviews of those matters, management is of the opinion that the ultimate resolution of current pending claims and known contingencies should not have a material adverse effect on Dover's financial position taken as a whole.
Item 4.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
All officers are elected annually at the first meeting of the Board of Directors following the annual meeting of stockholders and are subject to removal at any time by the Board of Directors. The executive officers of Dover as of March 11, 1994, and their positions with the Company for the past five years are as follows:
- 7 -
PART II
Item 5.

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
The principal market in which the Company's Common Stock is traded is the New York Stock Exchange. Information on the high and low prices of such stock and the frequency and the amount of dividends paid during the last two years, is set forth on Page 32 of the 1993 Annual Report and incorporated herein by reference.
The number of holders of record of the Registrant's Common Stock as of February 28, 1994 is approximately 3,100.
Item 6.

Item 6. SELECTED FINANCIAL DATA
The information for the years 1983 through 1993 is set forth in the Annual Report on pages 30 and 31 and is incorporated herein by reference.
- 8 - Item 7.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information set forth in the Annual Report on pages 28 and 29 is incorporated herein by reference.
Item 8.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth in the Annual Report on pages 17 through 27 is incorporated herein by reference.
Item 9.

Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information with respect to the directors of the Company required to be included pursuant to this Item 10 is included under the caption "Election of Directors" in the 1994 Proxy Statement relating to the 1994 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended, and is incorporated in this Item 10 by reference. The information with respect to the executive officers of the Company required to be included pursuant to this Item 10 is included under the caption "Executive Officers of the Company" in Part I of this Annual Report on Form 10-K.
Item 11.

Item 11. EXECUTIVE COMPENSATION
The information with respect to executive compensation required to be included pursuant to this Item 11 is included under the caption "Compensation" in the 1994 Proxy Statement and is incorporated in this Item 11 by reference.
Item 12.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information regarding security ownership of certain beneficial owners and management that is required to be included pursuant to this Item 12 is included under the captions "General" and "Security Ownership" in the 1994 Proxy Statement and is incorporated in this Item 12 by reference.
Item 13.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information with respect to any reportable transaction, business relationship or indebtedness between the Company and the beneficial owners of more than 5% of the Common Stock, the directors or nominees for director of the Company, the
- 9 - executive officers of the Company or the members of the immediate families of such individuals that is required to be included pursuant to this Item 13 is included under the caption "Election of Directors" in the 1994 Proxy Statement and is incorporated in this Item 13 by reference.
PART IV
Item 14.

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1). Financial Statements
The following consolidated financial statements of Dover Corporation and its subsidiaries are set forth in the 1993 Annual Report, which financial statements are incorporated herein by reference:
(A) Independent Auditors' Report.
(B) Consolidated balance sheets as of December 31, 1993, 1992 and 1991.
(C) Consolidated statements of earnings for the years ended December 31, 1993, 1992 and 1991.
(D) Consolidated statements of retained earnings for the years ended December 31, 1993, 1992 and 1991.
(E) Consolidated statements of cash flows for the years ended December 31, 1993, 1992 and 1991.
(F) Notes to consolidated financial statements.
(2) Financial Statement Schedules
The following financial statement schedules are included in Part IV of this report:
Independent Auditors' Report on Schedules and Consent II - Amounts Receivable from Related Parties and Underwriters, Promoters and Employees Other than Related Parties VIII - Valuation and Qualifying Accounts IX - Short-term Borrowings X - Supplementary Income Statement Information
All other schedules are not required and have been omitted.
(b) No reports on Form 8-K have been filed during the fourth quarter of the fiscal year ended December 31, 1993.
- 10 - (c) Exhibits:
(13) Dover's Annual Report to Stockholders for its fiscal year ended December 31, 1993.
(21) Subsidiaries of Dover.
(23) Independent Auditors' consent. (See Independent Auditors' Report on Schedules and Consent)
(24) Powers of Attorney.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
DOVER CORPORATION
Gary L. Roubos By: ------------------------ Gary L. Roubos Chairman
Date: March 29, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
- 11 -
Robert G. Kuhbach * By ------------------------- Robert G. Kuhbach Attorney-in-Fact
- 12 - INDEPENDENT AUDITORS' REPORT ON SCHEDULES AND CONSENT
The Board of Directors and Shareholders Dover Corporation:
Under date of February 22, 1994, we reported on the consolidated balance sheets of Dover Corporation and subsidiaries as of December 31, 1993, 1992 and 1991 and the related consolidated statements of earnings, retained earnings, and cash flows of the years then ended, as contained in the 1993 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1993. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related financial statement schedules listed in answer to Part IV, item 14(A)2 of Form 10-K. These financial statement schedules are the responsibility of the Company's management. Our responsibility is the express an opinion on these financial statement schedules based on our audits.
In our opinion, such financial statement schedules when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
In addition, we consent to the incorporation by reference of our above- mentioned report dated February 22, 1984 in the Registration Statement (No. 2-58037) on Form S-8 (1974 Incentive Stock Option Plan) in the Registration Statement (No. 33-11229) on Form S-8 the Prospectus dated January 28, 1987 (1984 Incentive Stock Option Plan) and in the Registration Statement (No. 2-91561) on Form S-8 dated July 1, 1984 to the Dover Corporation Employee Savings and Investment Plan. We also consent to the reference to our firm under the heading "Financial Statements and Experts" in the Prospectuses.
KPMG Peat Marwick
New York, New York March 29, 1994 SCHEDULE II
DOVER CORPORATION AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters, and Employees Other Than Related Parties
Years ended December 31, 1993, 1992 and 1991
Notes: (1) Unsecured loan to employee, payable on demand, bearing interest at 4.16%.
(2) Loan to employee for purchase of residence, payable on demand, bearing interest at 8.75%, secured by residence. SCHEDULE VIII
DOVER CORPORATION AND SUBSIDIARIES
Valuations and Qualifying Accounts
Years ended December 31, 1992 and 1991
Notes: (1) Represents uncollectible accounts written off and reductions of prior years over provision less recoveries of accounts previously written off, net of additions and deductions relating to acquired and divested companies. SCHEDULE IX
DOVER CORPORATION AND SUBSIDIARIES
Short-Term Borrowings
Years ended December 31, 1993, 1992 and 1991
Notes: (1) Represents maximum amount outstanding at any month-end.
(2) Average of 13 month-end balances (including December of previous year).
(3) Weighted average of interest rates on all commercial paper outstanding at month-end.
(4) Includes $250,000 classified as long-term debt. SCHEDULE X
DOVER CORPORATION AND SUBSIDIARIES
Supplementary Income Statement Information
Years ended December 31, 1993, 1992 and 1991
Notes: * Amounts not shown are not in excess of 1% of total sales. EXHIBIT INDEX
- 13 -


ITEM 1. BUSINESS
The registrant was incorporated under the laws of the State of Idaho on February 27, 1930, for the primary purpose of exploring and the development of mining properties. Prior to 1993, the Company had owned fifteen unpatented lode mining claims in the Coeur d'Alene Mining District of Shoshone County, Idaho. Due to the increased fees from the Bureau of Land Management on unpatented mining claims, and the depressed prices for silver and lead, the Company decided to abandon these mining claims in 1993. The Company is now an inactive mining company.
ITEM 2.

ITEM 2. PROPERTIES
The registrant abandoned all properties in 1993.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
The registrant is not a party to any litigation.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders during the fiscal year ended March 31, 1993.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The registrant's common stock is traded on the national over-the-counter market. ("On pink sheets")
As of March 31, 1993, there were 1,676 registered holders of the Company's common stock.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The following data should be read in conjunction with the Company's financial statements and the notes thereto:
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company has ceased all exploratory mining activities and has abandoned all of its mining claims. The Company's only asset is 857,100 shares of common stock of United Mines, Inc., with a market value of $34,284. Total liabilities are $17,060, which are comprised of accounts payable of $1,919 and advances from officers of $15,141.
The Company has no revenues. Any working capital needs are provided as loans or advances from the corporate officers.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS
CONTENTS Page
Statement of Financial Position as of March 31, 1993 and 1992
Statement of Operations for the Years Ended March 31, 1993, 1992 and 1991
Statement of Changes in Stockholders' Equity for the Years Ended March 31, 1993, 1992 and 1991
Statement of Cash Flows for the Years Ended March 31, 1993, 1992 and 1991
Notes to Financial Statements
NEW HILARITY MINING COMPANY Statement of Financial Position as of (Unaudited) March 31, 1993 and 1992 - - ---------------------------------------------------------------------------
ASSETS
Prepared by management.
The accompanying notes are an integral part of these financial statements.
NEW HILARITY MINING COMPANY Statement of Operations for the Years (Unaudited) Ended March 31, 1993, 1992 and 1991 - - ---------------------------------------------------------------------------
Prepared by management.
The accompanying notes are an integral part of these financial statements.
NEW HILARITY MINING COMPANY Statement of Changes in Stockholders' (Unaudited) Equity for the Years Ended March 31, 1993, 1992 and 1991 - - ---------------------------------------------------------------------------
prepared by management.
The accompanying notes are an integral part of these financial statements.
NEW HILARITY MINING COMPANY Statement of Cash Flows for the Years (Unaudited) Ended March 31, 1993, 1992 and 1991 - - ---------------------------------------------------------------------------
Prepared by management.
The accompanying notes are an integral part of these financial statements.
NEW HILARITY MINING COMPANY Notes to Financial Statements (Unaudited)
- - ---------------------------------------------------------------------------
NOTE 1 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company was originally incorporated as Lexington Mining Company on February 27, 1930 under the laws of the State of Idaho for the primary purpose of mining and exploring for nonferrous and precious metals, primarily silver, lead and zinc. On April 17, 1945, the Company was reorganized, and the name changed to New Hilarity Mining Company. For many years the Company explored for precious metal deposits, but no commercial ore bodies were discovered. In early 1993, the Company abandoned its fifteen unpatented lode mining claims located in the Coeur d'Alene Mining District of Shoshone County, Idaho.
Earnings (losses) per share are computed on the weighted average number of shares outstanding.
Marketable trading securities are carried at market value which is based on published over-the-counter market quotes.
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of the Company's management estimates for various accounts.
NOTE 2 MARKETABLE SECURITIES
The Company owns 857,100 shares of common stock of United Mines, Inc., which is quoted on the over-the-counter market.
NOTE 3 RELATED PARTY TRANSACTIONS
Former officers of the Company have periodically loaned the Company money for various working capital requirements. These loans are non-interest bearing and are due upon demand.
NOTE 4 COMMON STOCK
The Company was originally incorporated on February 27, 1930, with an authorized capital of 2,000,000 shares of assessable common stock with a par value of $.05 per share. On April 17, 1945, the shareholders increased the authorized common stock to 3,000,000 shares with a par value of $.10 per share and the common stock was changed from assessable to non-assessable. On August 18, 1982, the shareholders increased the authorized common stock to 15,000,000 shares with a par value of $.10 per share.
NOTE 5 INCOME TAXES
The Company has a net operating loss carryover of $401,793 to the fiscal year ended March 31, 1994. These loss carryovers will commence to expire in 2007. The Company has not recorded a deferred tax asset for the net operating loss carryover because it is highly uncertain if the Company will have future taxable income.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS
None
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Terry Dunne, 48, is the president of the Company and a director. Mr. Dunne is a Certified Public Accountant with over 25 years of experience in public accounting. Mr. Dunne has a Master Degree in Business Administration and a Master Degree in Taxation.
Robert O'Brien, 61, is the secretary of the Company and a director. Mr. O'Brien has recently served as an officer and director of Gold Securities Corporation and Inland Resources, Inc. From 1977 to 1985, Mr. O'Brien was self employed as a general contractor, and from 1958 to 1976, he was executive vice-president of Hamer's, Inc., a chain of high fashion men's clothing stores located in Spokane, Washington.
Mr. O'Brien graduated from Gonzaga University with a degree in economics.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The officers and directors of the Company have served without compensation.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The officers and directors own no common stock of the Company.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
None, other than what is already shown in this 10-K report.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
New Hilarity Mining Company (Registrant)
BY: /s/ Terrence J. Dunne, President
Dated: November 27, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.
BY: /s/ Terrence J. Dunne, President
Dated: November 27, 1996