<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11- K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
COMMISSION FILE NO. 1-7410
MELLON 401(k) RETIREMENT SAVINGS PLAN
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258-0001
(Full title of the Plan and the address of the Plan)
MELLON FINANCIAL CORPORATION
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258-0001
(Name of issuer of the securities
held pursuant to the Plan and the
address of its principal executive office)
<PAGE>
[LOGO OF KPMG]
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
Schedule
1 Assets Held for Investment Purposes (at the end of the plan year) 15
</TABLE>
Note: All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 (ERISA), have been omitted because there is
no information to report.
<PAGE>
[LOGO OF KPMG]
[LETTERHEAD OF KPMG]
Independent Auditors' Report
Corporate Benefits Committee
Mellon Financial Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the Mellon 401(k) Retirement Savings Plan (the Plan) as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Mellon
401(k) Retirement Savings Plan as of December 31, 1999 and 1998, and the changes
in net assets available for plan benefits for the years then ended in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule included as Schedule 1 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The schedule is the
responsibility of the Plan's management. The schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
May 15, 2000
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998
--------------- ---------------
<S> <C> <C>
Investments, at fair value (notes 3 and 5):
Collective trust funds $ 8,972,186 6,343,826
Registered investment companies 651,191,827 556,192,223
Common stock 431,214,485 442,205,569
Loans to participants 24,524,630 23,770,795
--------------- ---------------
Total investments 1,115,903,128 1,028,512,413
Contributions receivable:
Employer contributions made pursuant to employee
salary reduction agreements 1,450,088 1,460,485
Pending investment sales and other receivables 4,371,531 4,086,850
--------------- ---------------
Total assets 1,121,724,747 1,034,059,748
Liabilities
Pending investment purchases and other payables 896,542 1,245,507
--------------- ---------------
Net assets available for plan benefits (note 7) $ 1,120,828,205 1,032,814,241
=============== ===============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------------- --------------
<S> <C> <C>
Contributions:
Employer matching contributions $ 13,335,144 12,085,881
Employer contributions made pursuant to employee
salary reduction agreements 40,804,953 37,622,774
Rollover contributions 2,621,647 3,917,072
----------------- --------------
Total contributions 56,761,744 53,625,727
Investment income:
Net appreciation in fair value of investments (note 5) 65,776,457 123,279,330
Collective trust funds income 441,243 347,403
Registered investment companies income 11,787,137 12,817,075
Dividends from common stock 9,955,612 9,011,274
Interest income on loans to participants 2,051,623 1,829,200
----------------- --------------
Total investment income 90,012,072 147,284,282
Participants' withdrawals (71,128,517) (71,652,422)
----------------- --------------
Net increase 75,645,299 129,257,587
Net transfers to the Plan (note 8) 12,368,665 33,755,795
Net assets available for plan benefits (note 7):
Beginning of year 1,032,814,241 869,800,859
----------------- --------------
End of year $ 1,120,828,205 1,032,814,241
================= ==============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of the Plan
The following description of the Mellon 401(k) Retirement Savings Plan
(the Plan) provides only general information. Participants should refer
to the Plan document for a more complete description of the Plan's
provisions.
(a) General
The Plan is a defined contribution plan established to cover the
employees of substantially all subsidiaries of Mellon Financial
Corporation (the Corporation) who have one year of service. It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
The Plan is administered by the Corporate Benefits Committee (the
Committee), all of whose members consist of the heads of the Human
Resources, Legal and Finance Departments of the Corporation and
one member who is appointed by the Chief Executive Officer of the
Corporation. The Committee is the Named Fiduciary and the Plan
Administrator. Administrative costs arising under the Plan, other
than fees charged by the mutual funds, are paid by the
Corporation. The members of the Committee receive no remuneration
from the Plan with respect to their service in such capacity. A
separate committee, the Benefits Investment Committee, whose
members consist of the Chief Financial Officer of the Corporation
and four other members appointed by the Chief Executive Officer of
the Corporation, has been assigned certain fiduciary duties with
respect to Plan investments. Mellon Bank, N.A. is the Trustee.
Participants in the Plan have the option of investing their
contributions through salary deferrals to one or more of the
following mutual funds (note 3): Dreyfus Institutional Prime Money
Market Fund, Dreyfus Bond Market Index Fund, Dreyfus BASIC S&P 500
Stock Index Fund, Dreyfus Disciplined Stock Fund, Dreyfus Premier
Small Company Fund, Founders Worldwide Growth Fund, Dreyfus
LifeTime Portfolios, Inc. - Income Portfolio, Dreyfus LifeTime
Portfolios, Inc. - Growth and Income Portfolio and Dreyfus
LifeTime Portfolios, Inc. - Growth Portfolio or the Dreyfus-Certus
Stable Value Fund, which is a collective trust fund. Also, as of
April 1999, participants were able to invest their contributions
in Mellon Financial Corporation Common Stock.
The Loan Fund is comprised of loans to participants. Employer
matching contributions and employer discretionary contributions,
if any, are invested in Mellon Financial Corporation Common Stock.
Participant account balances include salary reduction, employer
matching and employer discretionary contributions. In the event
the Plan is terminated, such account balances shall be distributed
to the participants.
(Continued)
4
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(b) Contributions
An eligible employee of the Corporation may become a participant
in the Plan following completion of one year of service. Employees
hired prior to February 1, 1995, were eligible to participate in
the Plan on the date of employment.
Salary reduction contributions may be made at a rate of one to
sixteen percent of the employee's base compensation, less other
pre-tax benefits, but may not exceed the annual dollar limit
prescribed by the tax laws ($10,000 in 1999 and 1998). Employees
may change the rate of contribution or discontinue contributions
at any time.
Participants may rollover amounts representing distributions from
other qualified retirement plans.
Salary reduction contributions and employer matching contributions
are subject to the nondiscrimination requirements imposed under
Internal Revenue Code (IRC) sections 401(k) and 401(m). In
addition, special rules imposed by IRC section 415 limit the
amount of contributions that may be allocated to the account of
each participant.
Semimonthly, the Corporation makes a matching contribution to the
Plan in an amount equal to fifty percent of the first 6% of each
participant's salary reduction contribution, provided that the
matching contribution shall not exceed $3,000 per year for any
individual participant. The Corporation's matching contributions
are made in the Corporation's common stock based upon the
three-day average close of the New York Stock Exchange.
The Corporation is permitted to make discretionary contributions,
as determined and authorized by the Board of Directors.
Discretionary contributions would be allocated to each eligible
participant's accounts and may be made either in cash or invested
in Mellon Financial Corporation Common Stock. There were no
discretionary contributions during the years ended December 31,
1999 and 1998.
(c) Vesting
Participants are fully vested in their salary reduction
contributions and the Corporation's matching contributions upon
entering the Plan. Balances of participants who were in the former
Dreyfus Profit-Sharing Plan as of September 1, 1996, were merged
into the 401(k) Retirement Savings Plan (note 8). Those
participant balances are subject to the vesting schedule in the
former Dreyfus Profit-Sharing Plan. Under that schedule,
participants will be fully vested after completing five years of
service. While former Dreyfus Profit-Sharing Plan participants may
not be vested in their balances under that plan, they are fully
and immediately vested in Mellon matching contributions
attributable to 401(k) deferrals.
(Continued)
5
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(d) Forfeitures
Forfeitures are applicable only to the former Dreyfus
Profit-Sharing Plan participants who have not completed 5 years of
service prior to their termination of employment. If the
participant is not fully vested at the employment termination
date, the non-vested contribution is forfeited. At December 31,
1999, the forfeited nonvested accounts that were unallocated to
participants totaled $31,989 ($69,264 in 1998). These accounts
will be used to reduce future employer contributions. Also, in
1999, employer contributions were reduced by $345,000 ($713,000 in
1998) from forfeited nonvested accounts.
(e) Distributions
Upon retirement or termination of employment, participants may
elect to receive a distribution of their vested account balances.
The Plan also permits distributions in the event of the
participant's permanent disability. Special withdrawal rules apply
with respect to the accounts of participants who were participants
in The Boston Company, Inc. Employee Savings Plan which was merged
with and into the Plan effective January 1, 1998 (note 8).
(f) Loans to Participants
Loans are made available to all requesting participants in amounts
up to the lesser of (a) $50,000 or (b) one-half of the
participant's account which is not attributable to employer
matching contributions or discretionary contributions. Such loans
are repaid in periodic installments through payroll deduction.
Loan repayments of both principal and interest are invested by the
Trustee among the available investment funds in the same
proportions as the participant's salary reduction contributions
are invested. The loan interest rate is one percentage point above
the prime rate published in the Wall Street Journal.
(2) Summary of Significant Accounting Policies
(a) Basis of Financial Statements
The accompanying financial statements have been prepared on the
accrual basis of accounting. Amounts payable to participants
terminating participation in the Plan are included as a component
of net assets available for plan benefits (note 7). The
preparation of the financial statements in conformity with
generally accepted accounting principles requires the Plan
Administrator to make estimates and assumptions that affect the
amounts reported in the financial statements and notes thereto.
Actual results could differ from those estimates.
(Continued)
6
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(b) Investments
Investments in common stock traded on securities exchanges and
investment companies are valued at their last reported sales price
on the last business day of the Plan year. Investments in
collective trust funds are valued at the net asset value of the
respective funds on the last day of the Plan year.
Purchases and sales of securities are reflected on a trade-date
accounting basis.
In accordance with the policy of stating investments at fair
value, changes in unrealized appreciation or depreciation are
reflected in the statements of changes in net assets available for
plan benefits.
Dividend income is recorded on the ex-dividend date. Income from
other investments is recorded as earned on an accrual basis.
(3) Investment Programs
Mellon Bank, N.A., a subsidiary of the Corporation, acts as Trustee under
a declaration of trust providing for the establishment, management,
investment and reinvestment of the Plan's assets. The funds listed below
were the investment options for salary reduction contributions as of
December 31, 1999. Any of these funds may be invested in short-term debt
obligations of any nature or held in cash pending investment or
distribution. The assets that comprise these funds may be invested in
registered investment companies or collective trust funds.
Collective Trust Fund:
Dreyfus-Certus Stable Value Fund
The objective of this fund is to create current income and
maintain stability of principal by investing in investment
contracts with life insurance companies or commercial banks that
meet established credit standards, debt securities backed by the
U.S. government or its agencies and short-term money market
instruments.
Registered Investment Companies:
(a) Dreyfus Institutional Prime Money Market Fund
The objective of this fund is to invest in high-grade, short-term
obligations paying a fixed rate of return and commonly referred to
as money market securities.
(Continued)
7
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(b) Dreyfus Bond Market Index Fund
The objective of this fund is to match the performance of the
Lehman Brothers Government/Corporate Bond Index by investing 80%
of the Fund's assets in U.S. government obligations and fixed-rate
investment grade securities that are included in this benchmark
index. The remaining 20% can be invested in government securities
and corporate securities.
(c) Dreyfus BASIC S&P 500 Stock Index Fund
The objective of this fund is to match the performance of the
Standard & Poor's 500 Composite Stock Price Index (S&P 500), which
is a leading measure of the value of the nation's largest
corporations. The fund invests in all 500 stocks in the S&P 500 in
proportion to their weighting in the Index.
(d) Dreyfus Disciplined Stock Fund
The objective of this fund is to out perform the S&P 500 on a
consistent basis by investing primarily in equity securities. The
fund typically invests 65% of its assets in equity securities and
no more than 20% of its assets in money market securities.
(e) Dreyfus Premier Small Company Stock Fund
The objective of this fund is to consistently outperform the
Russell 2500 Stock Index, while maintaining a similar level of
risk. This fund primarily invests in small capitalization stocks
that generally range from $100 million to $1.5 billion in market
capitalization.
(f) Founders Worldwide Growth Fund
The objective of this fund is to invest at least 65% of its assets
in growth companies in at least three foreign countries. This fund
strives to represent a variety of world markets and will have no
more than half of its total assets invested in the securities of
any one foreign country. This fund replaced the Warburg-Pincus
International Equity Fund as of April 1, 1999. All balances
invested in the Warburg-Pincus International Equity Fund were
automatically transferred to this Fund.
(Continued)
8
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(g) Dreyfus LifeTime Portfolios, Inc.
The following three investment portfolios are provided:
Income Portfolio
The objective of this fund is to maximize income by investing
in common stock, fixed-income securities and short-term money
market instruments.
Growth and Income Portfolio
The objective of this fund is to seek a combination of growth
and income by investing in both equity securities and
fixed-income securities, with up to 15% of its assets in
international securities.
Growth Portfolio
The objective of this fund is to create capital appreciation
by investing in both equity securities and fixed-income
securities, with up to 25% of its assets invested in
international securities.
Common Stock:
Mellon Financial Corporation common stock
The objective of the common stock fund is to provide the
participant an opportunity to own shares of the Corporation's
common stock. A common stock investment in a single company is
subject to the ups and downs of the stock market, as well as the
company's performance and its long term financial prospects.
On April 20, 1999, the Corporation announced a two-for-one split
of the Corporation's common stock. The two-for-one stock split was
structured as a stock dividend of one additional share of common
stock paid on each issued share of common stock. The additional
shares resulting from the split were allocated on May 17, 1999, to
shareholders of record at the close of business on May 3, 1999.
There can be no assurance that the stated objective of any of the funds
can be achieved.
(Continued)
9
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
All salary reduction contributions are invested at the direction of the
participant in one or more of the established funds or in any common
collective or investment company fund selected by the Benefit Investment
Committee having a stated investment objective consistent with the
objectives of any of the investment funds under the Plan. Also, as of
April 1999, participants were able to invest their contributions in
Mellon Financial Corporation Common Stock.
Employer matching and discretionary contributions, if any, are invested
in the Corporation's common stock.
The Loan Fund represents a separate fund that is administered by the
Trustee in connection with loans to participants of the Plan. The amount
of each loan is transferred from one or more of the investment funds as
described in the Plan document in the same proportion that the
participant's interest in such funds bears to the participant's aggregate
interest in all such investment funds.
(4) Federal Income Taxes
The Plan received a favorable determination letter from the Internal
Revenue Service (IRS) dated February 25, 1999, which stated that the Plan
and related trust are designed in accordance with the applicable sections
of the Code. The Plan has been amended since receiving the determination
letter. However, the Plan Administrator believes the Plan is designed and
is currently being operated in conformity with the applicable
requirements of the Code. Accordingly, the accompanying financial
statements do not include a provision for federal income taxes.
(5) Investments
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure
Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for certain
investments. The Plan adopted SOP 99-3 during the Plan year ending
December 31, 1999. Accordingly, information previously required to be
disclosed about participant-directed fund investment programs is not
presented in the Plan's 1999 financial statements. The Plan's 1998
financial statements have been reclassified to conform with the current
year's presentation.
(Continued)
10
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Investments of each fund as of December 31, 1999, were as follows:
<TABLE>
<CAPTION>
Total investments
---------------------------------------
Fund 1999 1998
---------------- --------------
<S> <C> <C>
Dreyfus-Certus Stable Value Fund $ 8,972,186 6,343,826
---------------- --------------
Total collective trust funds 8,972,186 6,343,826
Dreyfus Institutional Prime Money Market Fund 95,295,363 * 85,096,304 *
Dreyfus LifeTime Portfolio, Inc. - Income Portfolio 4,141,841 4,895,004
Dreyfus LifeTime Portfolio, Inc. - Growth
and Income Portfolio 84,385,139 * 84,852,377 *
Dreyfus LifeTime Portfolio, Inc. - Growth Portfolio 24,529,982 18,996,913
Dreyfus Premier Small Company Stock Fund 31,584,530 29,759,505
Dreyfus BASIC S&P 500 Stock Index Fund 212,955,282 * 173,256,048 *
Dreyfus Disciplined Stock Fund 145,202,181 * 115,547,384 *
Dreyfus Bond Market Index Fund 27,649,192 29,668,453
Founders Worldwide Growth Fund 25,448,317 --
Warburg-Pincus International Equity Fund -- 14,120,235
---------------- --------------
Total registered investment companies 651,191,827 556,192,223
Mellon Financial Corporation Common Stock 431,214,485 * 442,205,569 *
Loans to participants 24,524,630 23,770,795
---------------- --------------
Total investments $ 1,115,903,128 1,028,512,413
================ ==============
</TABLE>
* Investments greater than 5% of net assets available for plan benefits at
the end of the plan year.
(Continued)
11
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
During 1999 and 1998, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
appreciated (depreciated) in value by $65,776,457 and $123,279,330,
respectively, as follows:
<TABLE>
<CAPTION>
1999 1998
--------------- --------------->
<S> <C> <C>
Registered investment companies $ 69,570,078 71,334,626
Common stock (3,793,621) 51,944,704
--------------- ---------------
$ 65,776,457 123,279,330
=============== ===============
</TABLE>
(6) Nonparticipant-directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------------------
1999 1998
--------------- --------------
<S> <C> <C>
Net assets:
Common stock $ 431,214,485 442,205,569
=============== ==============
</TABLE>
<TABLE>
<CAPTION>
Year ended
December 31,
---------------------------------------
1999 1998
--------------- --------------
<S> <C> <C>
Changes in net assets:
Contributions * $ 14,639,329 12,085,881
Dividends 9,955,612 9,011,274
Net (depreciation) appreciation (3,793,621) 51,944,704
Participant withdrawals (24,737,710) (33,304,404)
Net transfers to participant-directed investments (7,054,694) (2,732,957)
---------------------------------------
$ (10,991,084) 37,004,498
=======================================
</TABLE>
* As of April 1999, participants were able to invest their
contributions in Mellon Financial Corporation Common Stock.
Participant contributions and rollovers to this Fund in 1999
totaled $1,304,185.
(Continued)
12
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(7) Reconciliation of Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
---------------------------------------
1999 1998
--------------- ---------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 1,120,828,205 1,032,814,241
Amounts allocated to withdrawing
participants (5,367,819) (4,179,843)
--------------- ---------------
Net assets available for benefits per the
Form 5500 $ 1,115,460,386 1,028,634,398
=============== ===============
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500
Year ended
December 31,
1999
---------------
Benefits paid to participants per the financial
statements $ 71,128,517
Add: Amounts allocated to withdrawing
participants at December 31, 1999 5,367,819
Less: Amounts allocated to withdrawing
participants at December 31, 1998 (4,179,843)
---------------
Benefits paid to participants per the Form
5500 $ 72,316,493
===============
(8) Plan Merger
On August 20, 1996, the Board of Directors of the Corporation resolved
that The Dreyfus Corporation Retirement Profit-Sharing Plan (the
Profit-Sharing Plan), a plan maintained by a subsidiary of the
Corporation, be merged with and into the Mellon 401(k) Retirement Savings
Plan with the Plan being the surviving plan. The merger was effective
September 1, 1996, but the merger of the plan assets did not occur until
1997.
(Continued)
13
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
On May 20, 1997, the Board of Directors of the Corporation resolved that
The Boston Company Employee Savings Plan (the Savings Plan), a plan
maintained by a subsidiary of the Corporation, be merged with and into
the Mellon 401(k) Retirement Savings Plan with the Plan being the
surviving plan. The plan merger was effective January 1, 1998, and the
merger of the plan assets occurred in March 1998.
On May 18, 1999, the Board of Directors of the Corporation resolved that
the Employee Savings and Profit Sharing Plan of United National Bank (the
Savings and Profit Sharing Plan), a plan maintained by a subsidiary of
the Corporation, be merged with and into the Mellon 401(k) Retirement
Savings Plan with the Plan being the surviving plan. The plan merger was
effective July 1, 1999, and the merger of the plan assets occurred in
July 1999. As of the date of merger, the net assets in the Savings and
Profit Sharing Plan approximated $12,370,000.
14
<PAGE>
Schedule 1
MELLON 401(k)
RETIREMENT SAVINGS PLAN
EIN: 25-1233834
Plan Number: 001
Assets Held for Investment Purposes (at end of the plan year)
December 31, 1999
<TABLE>
<CAPTION>
Identity of issue, borrower, Current
lessor or similar party Description of investment Cost value
------------------------------- ------------------------------------------------------ -------------- --------------
Common/Collective Trust Funds
<S> <C> <C> <C>
* Mellon Bank, N.A Dreyfus-Certus Stable Value Fund $ N/A 8,972,186
--------------
Total common/collective trust funds 8,972,186
Registered Investment Companies
* Mellon Bank, N.A. Dreyfus LifeTime Portfolios, Inc. - Growth
& Income Portfolio N/A 84,385,139
* Mellon Bank, N.A. Dreyfus LifeTime Portfolios, Inc. - Growth Portfolio N/A 24,529,982
* Mellon Bank, N.A. Dreyfus LifeTime Portfolios, Inc. - Income Portfolio N/A 4,141,841
* Mellon Bank, N.A. Dreyfus Premier Small Company Stock Fund N/A 31,584,530
* Mellon Bank, N.A. Dreyfus Basic S&P 500 Index Fund N/A 212,955,282
* Mellon Bank, N.A. Dreyfus Disciplined Stock Fund N/A 145,202,181
* Mellon Bank, N.A. Dreyfus Bond Market Index Fund N/A 27,649,192
* Mellon Bank, N.A. Dreyfus Institutional Prime Money Market Fund N/A 95,295,363
* Mellon Bank, N.A. Founders Worldwide Growth Fund N/A 25,448,317
--------------
Total registered investment companies 651,191,827
Common Stock
* Mellon Financial Corporation Mellon Financial Corporation Common Stock 143,109,353 431,214,485
--------------
Total common stock 431,214,485
</TABLE>
(Continued)
15
<PAGE>
Schedule 1
MELLON 401(K)
RETIREMENT SAVINGS PLAN
EIN: 25-1233834
Plan Number: 001
Assets Held for Investment Purposes (at end of the plan year)
December 31, 1999
<TABLE>
<CAPTION>
Identity of issue, borrower, Current
lessor or similar party Description of investment Cost value
------------------------------- -------------------------------------------------- -------------- ----------------
Loans
<S> <C> <C> <C>
* Participants Participant loans with various rates of interest
and various maturity dates $ -- 24,524,630
----------------
Total loans 24,524,630
---------------
Total investments $ 1,115,903,128
===============
* Party-in-interest
</TABLE>
N/A - This information is not required by ERISA or the DOL to be reported for
participant-directed investments.
See accompanying independent auditors' report.
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<PAGE>
[LETTERHEAD OF KPMG]
Consent of Independent Certified Public Accountants
The Board of Directors
Mellon Financial Corporation:
We consent to incorporation by reference in the Registration Statements (Nos.
333-75605 and 333-16745) on Form S-8 of Mellon Financial Corporation of our
report dated May 15, 2000, that is included in the December 31, 1999, Annual
Report on Form 11-K of the Mellon 401(k) Retirement Savings Plan.
/s/ KPMG LLP
June 14, 2000
17
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Mellon 401(K) Retirement Savings Plan have duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
Mellon 401(K) Retirement
Savings Plan
/s/ Steven G. Elliott
By: _____________________________
Steven G. Elliott
Sr. Vice Chairman and Chief
Financial Officer of Mellon
Financial Corporation & Member
of the Corporate Benefits Committee
Date: June 14, 2000
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