SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended Commission file December 31, 1999 number 1-5805 The Chase Manhattan Corporation (Exact name of registrant as specified in its charter) Delaware 13-2624428 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 270 Park Avenue, New York, N.Y. 10017 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (212) 270-6000 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as set forth in the pages attached hereto: Exhibit 22.1-Annual Report on Form 11-K of the 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies for the fiscal year ended December 31, 1999. Page 1 of 55 Exhibit Index on page 52
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________ to ____________ Commission file number 1-5805 401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES (Full title of the plan) THE CHASE MANHATTAN CORPORATION (Name of issuer of securities pursuant to the plan) 270 Park Avenue New York, New York 10017 (Address of principal executive office) Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. 401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES By: /S/ Joseph L. Sclafani Joseph L. Sclafani The Chase Manhattan Corporation Controller (Principal Accounting Officer) Date: June 23, 2000
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES FINANCIAL STATEMENTS AND EXHIBITS INDEX Page Number(s) Financial Statements and Schedules: Independent Auditors' Reports.............................................4-5 Statements of Net Assets Available for Benefits December 31, 1999 and 1998............................................6 Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 1999 and 1998........................7 Notes to Financial Statements............................................8-23 Schedule of Assets Held for Investment Purposes at December 31, 1999....24-41 Schedule of Assets Held for Investment Purposes That Were Both Acquired and Disposed of Within the Plan Year for the Year Ended December 31, 1999.......................................................42-50 Schedule of Five Percent Reportable Transactions For the Year Ended December 31, 1999.................................51 Exhibit Index..............................................................52 Signature of Principal Accounting Officer..................................53 Consent of Independent Auditors.........................................54-55 3
INDEPENDENT AUDITORS' REPORT To the Participants and Plan Administrator of the 401(K) Savings Plan of the Chase Manhattan Bank and Certain Affiliated Companies: We have audited the accompanying statement of net assets available for benefits of the 401 (K) SAVINGS PLAN OF THE CHASE MANHATTAN BANK and CERTAIN AFFILIATED COMPANIES (the "Plan") as of December 31, 1999, and the related statement of changes in net assets available for benefits for the year 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 audit. We conducted our audit 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 audit provides 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 benefits of the Plan as of December 31, 1999, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our 1999 audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes at December 31, 1999, assets held for investment purposes that were both acquired and disposed of within the plan year for the year ended December 31, 1999 and five percent reportable transactions for the year ended December 31, 1999 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are 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 (ERISA). The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Mitchell & Titus, LLP New York, New York June 16, 2000 4
INDEPENDENT AUDITORS' REPORT To the Participants and Plan Administrator of the 401(k) Savings Plan of the Chase Manhattan Bank and Certain Affiliated Companies: We have audited the accompanying statement of net assets available for benefits of the 401 (k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies (the Plan) as of December 31, 1998, and the related statement of changes in net assets available for benefits for the year 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 audit. We conducted our audit 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 audit provides 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 benefits of the Plan as of December 31, 1998, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. KPMG LLP New York, New York June 18, 1999 5
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Statements of Net Assets Available for Benefits December 31, 1999 and 1998 1999 1998 Assets: The Chase Manhattan Corporation Common Stock $ 2,036,266,597 $ 2,017,700,081 Registered Investment Companies 930,895,574 865,388,507 Collective Trust Funds 911,068,197 715,267,135 Guaranteed Investment Contracts 781,080,437 645,347,257 Corporate Debt Instruments 304,043,313 237,877,102 Loans to Participants 186,358,107 167,909,912 Common Stocks 183,268,863 156,111,695 Preferred Stocks 4,539,671 - United States Government and Government Agency Obligations 164,983,240 143,420,418 Interest Bearing & Money Market Funds 74,178,660 7,543,890 Certificate of Deposits 1,999,876 28,496,519 Other Investments 19,098,757 73,896,907 ----------------- ------------------ Total Investments at Value (See Note 3) 5,597,781,292 5,058,959,423 Cash 2,917,023 9,501,397 Dividends and Interest Receivable 4,869,346 3,867,872 Receivable for Securities Sold 19,826,479 13,303,798 ----------------- ------------------ Total Assets 5,625,394,140 5,085,632,490 ----------------- ------------------ Liabilities: Payable for Securities Purchased 52,923,842 65,167,828 Accrued Expenses 192,293 - Other 1,167,334 483,938 ----------------- ------------------ Total Liabilities 54,283,469 65,651,766 ----------------- ------------------ Net Assets Available for Benefits $ 5,571,110,671 $ 5,019,980,724 ================= ================== The Notes to Financial Statements are an integral part of these Statements. 6
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 1999 and 1998 1999 1998 Contributions: Contributing Employers' Contributions $ 107,267,491 $ 104,756,620 Participants' Contributions 180,131,531 173,634,567 -------------- ------------- Total Contributions 287,399,022 278,391,187 -------------- ------------- Investment Activities: Investment Income: Dividends from The Chase Manhattan Corporation Common Stock 43,257,536 37,399,725 Interest 87,762,423 85,006,379 Other Dividends 13,852,880 3,839,273 ------------- ------------- Total Investment Income 144,872,839 126,245,377 ------------- ------------- Unrealized Net Appreciation (Depreciation) on Investments: Beginning of the Year 1,069,446,731 456,872,183 End of the Year 884,153,824 1,069,446,731 -------------- -------------- Change in Unrealized Appreciation (Depreciation) (185,292,907) 612,574,548 -------------- -------------- Realized Net Gain (Loss): Proceeds from Sales and Redemptions 23,007,928,565 16,622,675,406 Cost of Investments Sold and Redeemed 22,370,622,376 16,523,296,745 -------------- -------------- Realized Net Gain (Loss) from Sales and Redemptions 637,306,189 99,378,661 -------------- -------------- Increase in Net Assets Available for Benefits Derived from Investment Activities 596,886,121 838,198,586 Participants' Withdrawals (318,980,506) (278,342,087) Expenses (2,231,482) (1,020,360) Transfer From (To) Other Plans, Net (Notes 15, 16 & 17) (11,943,208) (74,491) -------------- -------------- Net Change During the Year 551,129,947 837,152,835 Net Assets Available for Benefits at Beginning of Year 5,019,980,724 4,182,827,889 ================== ================= Net Assets Available for Benefits at End of Year $ 5,571,110,671 $5,019,980,724 ================== ================= The Notes to Financial Statements are an integral part of these Statements. 7
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements December 31, 1999 and 1998 1. Description of the Plan The 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies (the "Plan") is a defined contribution plan. The following is a brief description of the salient features of the Plan. Participants should refer to the plan document for a more complete description. The Plan enables eligible employees of The Chase Manhattan Bank (the "Bank") and certain affiliated companies thereof to accumulate a fund, the value of which is to be applied for their benefit upon retirement or earlier separation from service. Under the Plan, a participant may elect to have his or her eligible salary reduced on a pre- and/or post-tax basis by a specified percentage; the amount of such reduction is thereupon contributed on his or her behalf by the participant's contributing employer ("Contributing Employer") and allocated to such participant's account under the Plan. The Contributing Employer will make a matching contribution of 100% of the participant's pre-tax election up to 5% of the participant's eligible salary. Amounts contributed to a participant's account under the Plan by the participant and by his or her Contributing Employer are held in a Trust Fund (the "Trust Fund"). Generally, each employee of a Contributing Employer is eligible to become a participant ("Participant") in the Plan upon completing one year of service. Generally, any employee who is employed on an hourly, occasional, casual, temporary, seasonal or retainer basis, or an individual who is on a foreign currency payroll, or any individual who would be deemed to be an employee of a Contributing Employer under the employee leasing provisions of Section 414(n) of the Internal Revenue Code of 1986, as amended (the "Code"), is not eligible to participate in the Plan. The Plan complies with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is designed to comply with Section 404(c) of ERISA and the regulations issued thereunder. As a result, the Plan's fiduciaries may be relieved of liability for losses that result from the Participants' individual investment decisions. 2. Investment Program The net assets available for benefits of the Plan at December 31, 1999 are held in the Trust Fund administered by the Bank, as trustee (the "Trustee"), to be invested and distributed in accordance with the Plan and the Trust Agreement under which the Trust Fund has been established. The Plan as of January 1, 1999 provided eight investment funds, i.e., three fixed income and five equity funds. As of July 1, 1999 the Plan Investment Management Committee authorized one additional fixed income fund and three additional equity investment funds for a total of twelve core investment funds. In addition, it authorized four investment funds called lifestyle funds. The lifestyle funds consist of a prediversified combination of both fixed income and equity core funds to match a particular investment style. They are rebalanced each calendar quarter so that each fund's investment mix continues to meet its particular investment objective, risk and return profile. Also effective July 1, 1999 daily activities in these funds are recorded by Hewitt Associates. 8
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 2. Investment Program (continued) A brief description of the investment funds is as follows: Core Investment Funds and Core Unit Trust Funds Short-Term Fixed Income Fund - The Fund invests primarily in short-term fixed income securities issued or fully guaranteed by the United States Government or its agencies, certificates of deposit, commercial paper, bankers acceptances, short-term corporate bonds, floating rate securities and repurchase agreements. The Fund is managed by the Bank. Stable Value Fund - The Fund has invested primarily in contracts issued by insurance companies providing for the repayment of principal and the crediting of interest for a fixed period of time. The assets of the Fund may also be invested in bonds, debentures, notes or other evidences of indebtedness, shares of preferred stock, insurance and bank investment contracts, and any other property with a fixed or floating rate of return. These investments may include futures and other derivatives, securities and interests in trust funds consisting of fixed income securities that have been created and maintained for the collective investment of funds of employee benefit plans ("Collective trust funds"). The fund is managed by Dwight Asset Management Company. Intermediate Bond Fund - The assets of the Fund may be invested in bonds, notes, trust and participation certificates, insurance and bank contracts, other evidences of indebtedness or property - secured or unsecured - with a fixed or floating rate of return, including futures and derivatives, securities, and interests in collective trust funds that invests in fixed-income securities. The Fund is managed by Western Asset Management. *High Yield Bond Funds -The Fund invests in corporate bonds, notes, convertible bonds, equities, trusts and participation certificates, insurance and bank contracts and other evidence of indebtedness; and equity shares of preferred sock or property - secured or unsecured - with a fixed or floating rate of return, including futures and derivatives, securities, and interests in collective trust funds that invests in fixed-income securities. The majority of the Fund's investments are speculative. The Fund is managed by Mackay-Shields Financial Corporation. Growth and Income Fund - The Growth and Income Fund purchases shares of the Chase Vista Select Growth and Income Fund - a registered, open-ended investment company or mutual fund. The Chase Vista Select Growth and Income Fund seeks to achieve its investment objective by investing all of the investable assets in the Growth and Income Portfolio ("Vista Portfolio"), an open ended investment company with investment objectives identical to those of the Chase Vista Select Growth and Income Fund. The Vista Portfolio invests primarily (at least 80%) of its assets in common stocks of issuers with a broad range of market capitalisation. The mutual fund is managed by the Bank. *Large Cap Value Index Fund -The assets of the Fund are passively managed as an "indexed fund" that invests directly or indirectly in stocks comprising the Russell 1000 Value Index and, from time to time, futures and options. The assets of the fund may be invested in a collective trust fund that invests in such stocks, futures, and options. The Fund is managed by Barclays Global Investors, N.A. 9
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 2. Investment Program (continued) Core Investment Funds and Core Unit Trust Funds (continued) S&P 500 Index Fund - The assets of the S&P 500 Index Fund are passively managed as an "indexed fund" that invests directly or indirectly in stocks comprising the S&P 500 Index and, from time to time, futures and options. The assets of the fund are to be invested in a collective trust fund that invests in such stocks, futures, and options. The Fund is managed by Barclays Global Investors, N.A. *Large Cap Growth Index Fund - The assets of the Large Cap Growth Index Fund are passively managed as an "indexed fund" that invests directly or indirectly in stocks comprising the Russell 1000 Growth Index and, from time to time, futures and options. The assets of the fund may be invested in a collective trust fund that invests in such stocks, futures, and options. The Fund is managed by Barclays Global Investors, N.A. *Equity Growth Fund - The Fund purchases shares of Chase Equity Growth Fund II- a registered, open-ended investment company or mutual fund. The Chase Equity Growth Fund II will invest in growth oriented stocks of large capitalization companies with strong earnings momentum and profitability. Under normal conditions, the Chase Equity Growth Fund II will invest at least 70% of the value of its total assets in equities. The mutual fund is managed by the Bank. Small Cap Equity Fund - The Fund purchases Institutional Shares of the Chase Vista Small Cap Equity Fund - a registered, open-ended investment company or mutual fund. The main objective of that Vista fund, under normal circumstances is to invest at least 80% of its total assets in equity securities and at least 65% of its total assets in equity securities of companies with market capitalizations of $1 billion or less at the time of purchase. The mutual fund is managed by the Bank. International Equity Fund - The assets of the Fund are invested in equity securities of corporations incorporated or doing business primarily in Europe, Australia, and Asia, with market capitalization generally in excess of $500 million. The Fund is managed by Investment Advisers, Inc. Chase Common Stock Fund - The Fund is invested in primarily shares of common stock of The Chase Manhattan Corporation (the "Corporation"). The shares may be purchased directly from the Corporation from its authorized but unissued shares of common stock, its treasury stock, or on the open market or by the exercise of subscription, conversion or other rights. *These additional funds were made available effective July 1, 1999. 10
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 2. Investment Program (continued) Lifestyle Funds The four lifestyle funds, as described below, were made available effective July 1, 1999. Assets of the life style funds are invested in the 12 core investment funds in accordance with the investment allocation policy for these funds. Conservative Lifestyle Fund - The fund seeks to provide stable returns with limited exposure to equities. Its assets are invested primarily in core funds of the Plan with a target asset allocation policy of investing about 80% of its assets in specified core fixed income funds and 20% of its assets in specified core equity funds. Moderately Conservative Lifestyle Fund - The fund seeks to provide higher returns with more exposure to equities than the Conservative Lifestyle Fund. Its assets are invested primarily in core funds of the Plan with a target asset allocation policy of investing about 60% of its assets in specified core fixed income funds and 40% of its assets in specified core equity funds. Moderately Aggressive Lifestyle Fund - The fund seeks to provide higher returns with a larger exposure to high risk carrying stocks than either the Conservative Lifestyle Fund or Moderately Conservative Lifestyle Fund. Its assets are invested primarily in core funds of the Plan with a target asset allocation policy of investing about 40% of its assets in specified core fixed income funds and 60% of its assets in specified core equity funds. Aggressive Lifestyle Fund - The fund seeks to provide the highest returns with most exposure to stocks than any of the other Lifestyle Funds. Its assets are invested primarily in core funds of the Plan with a target asset allocation policy of investing about 20% of its assets in specified core fixed income funds and 80% of its assets in specified core equity funds. Other Funds Loan Fund - Under a loan program, loans are granted from the Plan to eligible Participants as of a daily valuation date. This fund was established to account for all loan disbursements and repayments. Frozen Fixed Income Fund (former Fund G of the Saving Incentive Plan of Chemical Bank and Certain Affiliated Companies -"the Chemical Plan") - Primarily benefits responsive group annuity contracts, managed by Dwight Asset Management. Investment in this fund was limited to those individuals who had balances in this fund as of December 31, 1992. As all the annuity contracts matured during the year 1999, proceeds received for these contracts have been transferred to the Stable Value Fund of the Plan except some residual amount. The investment activities, i.e. sales and purchases of assets, income, gains and losses and investment management fees are recorded by the trustee in the core investment funds. However, records of transactions relating to participants, i.e., employee and employer contributions, distributions, inter-fund transfers and investment management fees for the unit trust funds including other expenses are maintained in the unit trust funds and life style funds. Participants may elect to allocate their account balances and contributions in the investment funds on a daily basis. These requests for fund-reallocations, transfers and distributions are also processed on a daily basis using the net asset values. The changes become effective as of the next business day if the request for a reallocation is made before 4 p.m. Eastern Time or the close of the New York Stock Exchange, whichever is earlier. 11
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 2. Investment Program (continued) The details of total investments by participants in unit trust funds (which include investments from life style funds) as of December 31, 1999 are as follows: December 31, 1999 Chase 401K Chase Common Stock Trust Units $2,109,839,519 Chase 401K S&P 500 Index Trust Units 869,471,678 Chase 401K Stable Value Trust Units 783,327,038 Chase 401K Growth & Income Trust Units 563,274,163 Chase 401K Small Cap Trust Units 306,663,629 Chase 401K Short Term Fixed Income Trust Units 299,325,161 Chase 401K International Equity Trust Units 190,003,902 Chase 401K Intermediate Bond Trust Units 147,733,930 Chase 401K Large Cap Growth Index Trust Units 44,444,140 Chase 401K Equity Growth Trust Units 41,150,109 Chase 401K Large Cap Value Index Trust Units 16,043,924 Chase 401K High Yield Bond Trust Units 13,462,395 Interest Bearing Money Market Funds 12,976 Loans to Participants 186,358,107 Total investments in core investment funds $5,571,110,671 (for details please see page 6 & schedule of Assets at pages 24 - 41) 3. Summary of Significant Accounting Policies The accounting policies followed in the preparation of the Plan's financial statements conform with generally accepted accounting principles. The following is a summary of the significant policies: SOP 99-3 - Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters During the year the Plan adopted Statement of Position 99-3 ("SOP 99-3") Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters. Pursuant to SOP 99-3, a defined contribution plan that provides participant-directed investment programs is no longer required to disclose amounts relating to those individual programs as a separate fund in the financial statements in columnar form, or in the related disclosures. In addition, defined contribution plans are not required to present participant-directed plan investments in the statement of net assets available for benefits by general type. Investment Valuation The Plan values the underlying investments of the Trust Fund as follows: United States Government and government agency obligations and corporate debt instruments are valued at the last reported bid (quoted market) price. Guaranteed annuity contracts or group annuity contracts with insurance companies, which are benefits responsive, are carried at contract value (cost plus accrued income). Investments in mutual, commingled and group trust funds are valued at the per unit amounts reported by such funds, which approximates fair 12
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 3. Summary of Significant Accounting Policies (continued) Investment Valuation (continued) value. The Corporation's common stock is valued at the closing price reported on the composite tape of the New York Stock Exchange. Common and preferred stocks are valued at the closing price reported of the major market on which the security is traded. Certificates of deposits, interest bearing & money market funds and loans to Participants are valued at cost, which approximates fair value. The Plan enters into transactions whereby securities are sold under agreements to repurchase those securities at an agreed upon price. Such agreements are carried at the purchase price which approximates fair value in the normal course. The market value of securities to be repurchased is monitored on a regular basis. Forward foreign currency contracts are valued at market forward rates obtained from independent market quotations and unrealized appreciation or depreciation is recorded. The Plan will realize a gain or loss upon the closing or settlement of the forward transaction. Exchange traded futures and options contracts are valued at market daily based upon the last reported sales price on the principal exchange on which the contract is traded with the resulting changes in contract value being recorded as realized net gain/loss. Securities Transactions Securities transactions are accounted for on a trade-date basis. Realized gains and losses are computed based on the average cost of securities sold. Dividend income is recorded on the ex-dividend date. Interest income is accounted for on the accrual basis. Participants with investments in the Corporation's common stock may receive distributions of shares. The realized gain or loss resulting from distributions in kind is based on the difference between the average cost and the value of the stock distributed on the Valuation Date of the distribution. Securities, cash and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the prevailing market rates in effect on the valuation date. Income and expenses are translated at the exchange rates prevailing at the date of the transaction. Unit Trust Funds The values of assets in the unit trust funds are adjusted on a daily basis to match the values of its assets invested in the core investment funds. Participants' Withdrawals Participants' withdrawals are recorded when paid. Participants' withdrawals requested but not yet paid are not included in the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, changes therein and the disclosure of contingent assets and liabilities at the date the financial statements are prepared. Actual results could differ from those estimates. 13
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 3. Summary of Significant Accounting Policies (continued) Differences Between Financial Statements and Form 5500 The Plan calculates realized gains and losses and unrealized appreciation (depreciation) as the difference between current market value and cost. Internal Revenue Service ("IRS") Form 5500 calculates realized gains and losses and unrealized appreciation (depreciation) as the difference between current market value and market value at the prior period year-end. The Plan does not reflect as liabilities amounts allocated to accounts of Participants who have elected to withdraw from the Plan but have not yet been paid. The Department of Labor, however, requires that these amounts be reported as a liability on Form 5500. The following is a reconciliation of net assets available for benefits as disclosed in the financial statements to the Form 5500: December 31, 1999 1998 Net assets available for benefits per the financial statements $ 5,571,110,671 $ 5,019,980,724 Less: Amounts allocated to withdrawing Participants 1,303,576 22,356,453 Net assets available for benefits per the Form 5500 $ 5,569,807,095 $ 4,997,624,271 The following is a reconciliation of benefits paid to Participants as disclosed in the financial statements to the Form 5500: Year Ended December 31, 1999 1998 Benefits paid to Participants per the financial statements $ 318,980,506 $ 278,342,087 Add: Amounts allocated to withdrawing Participants at end of year 1,303,576 22,356,453 Less: Amounts allocated to withdrawing Participants at beginning of year 22,356,453 17,006,375 Benefits paid to Participants per the Form 5500 $ 297,927,629 $ 283,692,165 Amounts allocated to withdrawing Participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. Reclassification Certain amounts in the prior year financial statements have been reclassified to conform to the 1999 presentation. 14
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 4. Investments Investments by the same issuer that represent five percent or more of the Plan's net assets available for benefits at December 31, 1999 and 1998 are as follows: Principal Amount, Number of Shares or Units Description Cost Fair Value Investments at Fair Value: At December 31, 1999: The Chase Manhattan Corporation Common Stock 26,210,994 $1,370,024,760 $2,036,266,597 BGI Equity Index Fund 45,500,645 794,615,309 869,640,174 Vista Small Cap Equity Fund 12,662,716 264,504,726 306,817,607 Vista Growth and Income Select Fund 11,057,884 470,787,115 563,288,632 At December 31, 1998: The Chase Manhattan Corporation Common Stock 28,415,311 $1,334,593,421 $2,017,700,081 Barclays Global Investors Equity Index Fund 18,777,660 433,692,234 715,267,135 Vista Small Cap Equity Fund 12,534,410 256,801,759 296,689,477 Vista Growth and Income Select Fund 11,909,927 501,850,991 568,699,030 5. Investments in Options, Futures and Foreign Exchange Contracts The Plan held investments in options and futures in the Intermediate Bond Fund and in foreign exchange contracts in the High Yield Bond Fund (in 1999) and the International Equity Fund (in 1998). These investments are recorded in the schedule of assets available for plan benefits. Certain risks result from investing in foreign securities in the International Equity Fund that are in addition to the usual risks inherent in domestic investments. Such risks include future political, economic and currency exchange developments including investment restrictions and changes in foreign laws. Foreign Currency Contracts A foreign currency contract obligates one party to purchase and the other party to sell a specific currency at a set price on a future date. In order to hedge against foreign currency exchange rate risks on foreign currency denominated transactions and holdings or for investment purposes, the Plan may buy or sell foreign forward currency contracts. The Plan's risks include giving up the opportunity for profit in a hedge transaction and unanticipated movements in the value of a foreign currency relative to the U.S. dollar in transactions entered into for investment purposes. The Plan is also subject to the credit risk that the other party will not complete the obligation of the contract. 15
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 5. Investments in Options, Futures and Foreign Exchange Contracts Foreign Currency Contracts (continued) The following represents foreign currency contracts at December 31, 1999 and 1998: Notional or Description Contract value Fair Value At December 31, 1999: British Pound Forward Currency Contract GBP 85,400, Ex 3/01/00, Net Payable - ($1,739) British Pound Forward Currency Contract GBP 8,611, Ex 3/01/00, Net Receivable - 120 European Monetary Union Forward Currency Contract EUR 50,000, Ex 2/07/00, Net Receivable - 1,659 European Monetary Union Forward Currency Contract EUR 100,000, Ex 2/07/00, Net Receivable - 2,053 European Monetary Union Forward Currency Contract EUR 52,250, Ex 2/07/00, Net Receivable - 869 Net Foreign Exchange Variation in the Value of Unsettled Foreign Security Transactions - 1,031 At December 31, 1998: Japanese Yen Forward Currency Contract JPY 917,954,391, Ex 3/02/99, Net Payable - ($623,094) Singapore Dollar Forward Currency Contract SGD 5,022,771, Ex 3/19/99, Net Payable - (160,509) Options and Futures By writing options, the Plan receives a premium and becomes obligated during the term of the option to purchase or sell securities at a set price if the option is exercised. By purchasing options, the Plan pays a premium to buy or sell a security at a set price during a future fixed period. Futures contracts are contracts for delayed delivery of securities or money market instruments in which the seller agrees to make delivery at a specified future date of a specified instrument, at a specified price or yield. Upon entering into an options or futures contract, the Plan is required to deposit either cash or securities in an amount (initial margin) equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Plan each day. The Plan has the risk that the price volatility of the options and futures contract may not correlate with the prices of the portfolio securities. The Plan's activities in these contracts are conducted through regulated exchanges which do not result in counterparty credit risks since the exchanges assume the risk that a counterparty will not settle and generally 16
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 5. Investments in Options, Futures and Foreign Exchange Contracts(continued) Options and Futures (continued) require margin deposits of cash or securities as collateral to minimize potential credit risk. Liquidity risk may arise if there is insufficient trading activity on the options and futures exchange. A further risk in buying an option is that the Plan pays a premium whether or not the option is exercised. The risk in writing a call option is that the Plan gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Plan may incur a loss if the market price of the security decreases and the option is exercised. Risks arise from the possible inability of counterparties to meet the term of the contracts and from movement in securities values and interest rates. The Plan also has the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist. The following represents the contracts held by the Plan as of December 31, 1999 and 1998: Notional or Description Contract value Fair Value At December 31, 1999: Written Call Options US Treasury Bonds Ex 2/19/00 ($69,849) ($25,781) Written Call Options US Treasury Bonds Ex 5/20/00 (41,254) (38,391) Written Call Option US Treasury Bonds Ex 2/19/00 (60,262) (8,719) Written Call Option US Treasury Bonds Ex 5/20/00 (43,939) (17,719) Written Put Option US Treasury Bonds Ex 2/19/00 (1,991) (1,359) Written Put Option US Treasury Bonds Ex 5/20/00 (27,935) (54,469) Written Put Option US Treasury Bonds Ex 2/19/00 (42,234) (56,875) US Treasury Bonds CBT Futures Short Ex 3/31/00 (51,287) - US Treasury Note CBT 10 years Futures Long Ex 3/31/00 59,562 - US Treasury Bonds CBT Futures Long Ex 3/31/00 (16,662) - US Treasury Bonds Futures Ex 6/21/00 (423,885) - At December 31, 1998: Purchase Call Options Jan 99 Eurodollar Ex 1/15/99 38,865 14,350 Purchase Call Options Mar 99 Eurodollar Ex 3/15/99 78,074 130,625 Written Call Option US Treasury Bonds Ex 2/20/99 (51,674) (19,688) Written Call Option US Treasury Bonds Ex 2/20/99 (18,994) (4,688) Written Put Option US Treasury Bonds Ex 2/20/99 (50,012) (40,359) Written Put Option US Treasury Bonds Ex 2/20/99 (16,933) (22,687) Written Call Option Treasury Notes Ex 2/20/99 (17,302) (7,594) US Treasury Bond Futures Contracts Long Ex 3/99 287,294 - US Treasury Bond Futures Contracts Short Ex 3/99 (43,657) - 10 year US Treasury Note Futures Contracts Short Ex 3/99 (107,813) - 5 year US Treasury Note Futures Contracts Long Ex 3/99 127,973 - 5 year US Treasury Note Futures Contracts Short Ex 3/99 (3,533) - 17
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 6. Contributions Deferred Contributions and Voluntary Contributions A Participant may elect to defer from 1% to 8% of such individual's Eligible Salary (as defined below) each pay period (in whole percentages) on a pre-tax basis and to have that amount contributed to the Plan by the Contributing Employer ("Deferred Contributions"). The maximum amount deferred for 1999 and 1998 Plan Years may not exceed the applicable statutory limit for calendar years 1999 and 1998. A Participant may also contribute from 1% to 4% of Eligible Salary after applicable taxes ("Voluntary Contributions"), through payroll deductions. Amounts earned through the investment of Deferred and Voluntary Contributions will not be taxed until they are distributed. Eligible Salary, in general, means basic compensation from a Contributing Employer for services rendered, including, to the extent applicable, amounts attributable to shift differentials and, for employees of certain affiliated companies, all or a portion of the amounts attributable to draw or commissions and overrides. Effective January 1, 2000, post-tax contributions to the Plan have been discontinued while the maximum amount that a participant may contribute to the Plan on pre-tax basis has been increased from 8% to 15%. However, existing post-tax balances will remain invested in the Plan according to a participant's elections including any changes made in the future to the election plan. Company Contributions Each Contributing Employer will, on behalf of each Participant in the Plan, make a matching contribution in an amount equal to 100% of the Participant's Deferred Contributions for each pay period up to 5% of the Participant's Eligible Salary ("Matching Contributions"). Of such amounts 50% will be invested in the Chase Common Stock Fund of the Plan, which will generally consist of common stock of the Corporation. The remaining Matching Contributions will be invested in the same manner as such Participants' Deferred Contributions and Voluntary Contributions. Upon attaining age 45 with 5 or more years of service, a Participant may direct 100% of the Matching Contributions made on his or her behalf by a Contributing Employer to be invested in the same manner as such Participant's Deferred Contributions. 7. Vesting In general, Participants vest in Matching Contributions after three years of service. Forfeited amounts reduce the future contributions with respect to the Matching Contributions of the Contributing Employer that originally made the contributions that were forfeited. Forfeitures that arise from contributions of a Contributing Employer that is no longer a Contributing Employer will reduce future contributions of the Bank. 18
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 8. Distributions Withdrawal of Contributions Under the Plan, a Participant may withdraw in cash all or any portion of such Participant's vested account balance attributable to Voluntary Contributions or contributions rolled over, or transferred to the Plan from another qualified plan or an individual retirement account. In general an individual who was a participant in The Thrift Incentive Plan of The Chase Manhattan Bank, N.A. may also withdraw all or any part of his or her nonforfeitable company contributions account balance under such plan as of December 31, 1996, subject to certain restrictions. If a Participant has withdrawn all amounts permissible under the preceding paragraph, the Participant may request to withdraw up to the remaining amount of such individual's vested account balance only upon attaining age 59 1/2 or for reasons of financial hardship; provided, however, that earnings realized after December 31, 1988 on Deferred Contributions and certain other deferred contributions under the Chemical Plan are not available for hardship withdrawal. Payment of Vested Benefits When a Participant terminates employment with a Contributing Employer and is not then employed by a non-contributing affiliate of the Bank, the Participant will receive the vested benefits under the Plan. In the event of the death of the Participant, these fully vested benefits will be distributed to the Participant's spouse or, with the spouse's consent, to either a beneficiary, if the Participant has named one, or to such other beneficiary as may be specified in the Plan. If a valid beneficiary designation is not on record or if the named beneficiary predeceases the Participant or dies before distribution is made, such amounts will be distributed to the Estate. A Participant whose account balances under the Plan total more than $5,000 may elect to be paid in a lump-sum, or may defer distribution up to the time the Participant attains age 70 1/2, or elect to be paid in quarterly or annual installments of at least $500 over a period not exceeding life expectancy. If no election is made by the time such individual has attained age 65, a distribution of benefits will be made in a lump sum distribution in cash as soon as administratively practicable after attaining age 65. If the Participant's vested account balance does not exceed $5,000, payment will be made in a lump-sum distribution as soon as practicable following termination of service, with or without the Participant's consent. Distributions not deferred will be made to the Participant, Participant's spouse or beneficiary following the first Valuation Date occurring on or after the termination or death, in each case, as soon as administratively practicable. Deferred distributions will be made following the first Valuation Date occurring on or after the deferred date elected, or as soon as administratively practicable. 9. Loans to Participants (Loan Fund) A Participant may borrow a portion of his/her account balance according to the terms of the Plan. The maximum aggregate amount of all loans to any Participant under the Plan is the lesser of $50,000 (reduced by the highest loan balance outstanding during the 12 month period preceding the date of the new loan) or 50% of the vested value of the Participant's account balance under the Plan (excluding the amount of any Voluntary Contributions). A Participant is limited to one loan per month with no more than six loans outstanding at any given time. 19
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 10. Numbers of Participants and Unit Values There were 57,088 Participants or former Participants in the Plan at December 31, 1999 and 54,483 Participants or former Participants in the Plan at December 31, 1998. Participants may elect more than one investment fund option for their Deferred Contributions and Voluntary Contributions and also, in certain circumstances, with respect to Matching Contributions. At December 31, 1999 and 1998, the number of Participants or former Participants in each Fund and Unit Values are as follows: Number of Participants Unit Values Investment Fund 1999 1998 1999 1998 Short-Term Fixed Income 12,063 11,370 $10.3189 $5.5983 Stable Value 16,110 14,015 10.3741 5.6944 Intermediate Bond 11,083 10,551 9.9789 5.9994 S&P 500 Index 28,652 26,119 11.3643 8.5934 Growth & Income 25,829 25,535 10.3667 7.5178 Small Cap Equity 21,744 21,659 12.1991 6.1494 International Equity 15,924 14,415 10.7994 5.8806 Chase Common Stock 41,798 30,574 10.7254 18.1254 Frozen Fixed Income - 1,827 - 7.0311 Loans 16,200 16,772 1.0000 1.0000 Large Cap Growth Income 3,208 - 11.9006 - Large Cap Value Index 1,728 - 9.4787 - Bank Equity Growth 3,182 - 11.4770 - High Yield Bond 1,368 - 10.2617 - Conservative Life Style 245 - - - Moderately Conservative Life Style 441 - - - Moderately Aggressive Life Style 756 - - - Aggressive Life Style 1,022 - - - 11. Plan Expenses Unless paid by the Contributing Employers, the Trustee will pay the expenses of the Plan. The following expenses could be paid by the Plan: (a) taxes upon or with respect to the assets in the Trust Fund or income therefrom, (b) brokerage costs, (c) other expenses in connection with the purchase and sale of property by the Trustee, (d) fees paid for asset management or record keeping and (e) certain overhead expenses directly attributable to the administration of the Plan. 20
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 12. Tax Status and Federal Income Taxes The IRS has determined and informed the Bank, by a letter dated December 28, 1998, that the Plan is qualified and the Trust established under the Plan, as designed, is in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. The Plan's administrator is not aware of any course of action or series of events which have occurred that might adversely affect the Plan's qualifying status. Participants are not taxed currently on Contributing Employer contributions or income earned by the Trust. When a Participant, or his or her beneficiary or estate, receives a distribution under the Plan such distribution may be taxable. The tax treatment of the value of such distribution depends on the event giving rise to the distribution and the method of distribution selected and the use of the proceeds. 13. Trust Funds Transactions with Affiliated Parties The following is a summary of transactions with parties affiliated with the Plan for the years ended December 31, 1999 and 1998: Aggregate Proceeds from Sales, Redemptions and Aggregate Cost Distributions to For the Year Ended December 31, 1999 of Purchases Participants The Chase Manhattan Bank Domestic Liquidity Fund $1,059,566,646 $992,240,193 The Chase Manhattan Bank Equity Growth Select Fund 38,171,532 1,230,130 The Chase Manhattan Corporation Common Stock 379,483,359 529,981,357 The Chase Manhattan Bank Enhanced Cash Investment Fund 182,026 239,157 Vista U.S. Government Money Market Fund 143,167,458 143,859,419 Vista Growth and Income Select Fund 37,398,209 84,951,374 Vista Small Cap Equity Fund 50,902,341 78,960,365 For the Year Ended December 31, 1998 The Chase Manhattan Bank Domestic Liquidity Fund $757,184,549 $756,122,023 The Chase Manhattan Corporation Common Stock 207,299,493 54,879,874 The Chase Manhattan Bank Enhanced Cash Investment Fund 1,350,634 1,546,663 Vista U.S. Government Money Market Fund 241,185,141 267,370,646 Vista Growth and Income Select Fund 553,126,632 52,600,000 Vista Growth and Income Fund - 526,407,579 Vista Small Cap Equity Fund 21,005,922 41,805,922 21
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 14. Investments in Group Annuity Contracts Issued by Insurance Companies Group Annuity Contracts with insurance companies held in the Stable Value Fund and Frozen Fixed Income Fund are reported at the December 31, 1999 and 1998 contract value of $781,080,437 and $645,347,257 respectively. The projected fair value at December 31, 1999 and 1998 is $773,459,217 and $667,195,548 respectively, which is equal to the sum of the discounted values of all contracts. Each contract payment is projected based on the December 31, 1999 and 1998 contract value using the contractually guaranteed rate as well as the duration of each payment. The projected payments are then discounted using the December 31, 1999 and 1998 duration-matched swap rate, which approximates the appropriate discount rate, for each payment. Information with respect to Group Annuity Contracts with insurance companies is as follows: Stable Frozen Fixed At December 31, 1999 Total Value Fund Income Fund Contract Value $781,080,437 $781,080,437 $ - Projected Fair Value $773,459,217 $773,459,217 $ - Crediting interest rate 6.62% Average yield for the year ended December 31, 1999 6.55% At December 31, 1998 Contract Value $645,347,257 $626,362,763 $18,984,494 Projected Fair Value $667,195,548 $647,535,236 $19,660,312 Crediting interest rate 6.65% 8.56% Average yield for the year ended December 31, 1998 6.68% 8.86% The Stable Value Fund of the Plan had an investment of $7,638,978 at December 31, 1998, in an insurance contract issued by Mutual Benefit Life. Due to the financial difficulties experienced by Mutual Benefit Life in July 1991, New Jersey State regulators assumed control of Mutual Benefit Life. The New Jersey courts approved a rehabilitation plan for Mutual Benefit Life and the Plan's management accepted a restructured contract, which was assumed and reinsured by MBL Life Assurance Corporation on April 29, 1994. The contract was separated into two components; 80% was placed in a "wrapped" contract issued by a consortium of various insurance carriers, and 20% was placed in a "covered" contract guaranteed by New York State. Principal and interest will be paid out under the terms and conditions of the restructured 22
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Notes to Financial Statements - Continued 14. Investments in Group Annuity Contracts Issued by Insurance Companies (continued) contracts. The final installments under the wrapped and covered contracts were paid 1999. During 1999 and 1998, interest amounts of $530,020 and $682,812, respectively, were credited to the contracts. The amounts credited during 1999 were at a final annual rate of 25.0% and 5.1% for the wrapped and covered contracts, respectively. The corresponding amounts credited in 1998 for the two contracts were at an annual rate of 10.90% and 5.10% respectively. 15. Assets Transferred to the Plan from Other Plans During 1999 During 1999, the Bank acquired certain operations from the First Town Corporation and, accordingly, the Plan received a transfer of assets with a total fair value of $5,734,143 from the First Town 401 (k) Savings Plan. 16. Assets Transferred from the Plan to Other Plans During 1999 During 1999, the Bank sold certain operations and, accordingly, transferred assets from the Plan, to other Plans as detailed below: Assets Transferred to Amount 1. M & T Bank 401 (k) Savings Plan $7,577,332 2. Hibernia Savings Plan 6,007,815 3 Regular Group LLC Retirement Savings and Investment Plan 2,303,279 4. Octagon 401 (k) Savings Plan 1,788,925 17. Assets Transferred from the Plan to Other Plans During 1998 During 1998, the Bank sold certain operations and, accordingly, assets with a total fair value of $74,491 were transferred from the Plan to the Mechanics Savings Bank 401(k) Plan. 18. Plan Termination While there is no intent to do so, the Bank has the right to amend or terminate the Plan at any time. In the event of termination, the value of Participants' accounts will be paid in accordance with the provisions of the Plan and the provisions of ERISA. 23
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Chase Common Stock The Chase Manhattan Corporation Common Stock *** 26,210,994 $1,370,024,760 $2,036,266,597 ----------------- ------------------ Total Chase Common Stock $1,370,024,760 $2,036,266,597 ----------------- ------------------ Registered Investment Companies: BGI Russell 1000 Growth Fund Cl F 3,743,997 $39,559,424 $44,833,610 BGI Russell 1000 Value Fund Cl F 1,672,525 16,232,464 15,955,725 Vista Small Cap Equity Fund *** 12,662,716 264,504,726 306,817,607 Vista Growth and Income Select Fund *** 11,057,884 470,787,115 563,288,632 ----------------- ------------------ Total Registered Investment Companies $791,083,729 $930,895,574 ----------------- ------------------ Collective Trust Funds: BGI Equity Index Fund 45,500,645 $794,615,309 $869,640,174 Chase Equity Growth Select Fund*** 3,611,859 36,964,775 41,428,023 ----------------- ------------------ Total Collective Trust Funds $831,580,084 $911,068,197 ----------------- ------------------ Guaranteed Investment Contracts**: Allstate Life Insurance Company Group Annuity Contract #GA-5990, 6.81%, due in one installment on 12/16/02 24,423,411 $24,423,411 $24,423,411 Allstate Life Insurance Company Group Annuity Contract #GA-6132, 5.58%, due 3/31/03 12,728,163 12,728,163 12,728,163 Allstate Life Insurance Company Group Annuity Contract #GA-6219, 7.10% 40,430,773 40,430,773 40,430,773 American International Life Insurance Company Group Annuity Contract #18232, 7.09%, due 9/20/01, 26,502,494 26,502,494 26,502,494 American International Life Insurance Company Group Annuity Contract #18281, 6.81 %, due 12/16/02 with annual interest payments beginning 12/15/98 25,072,303 25,072,303 25,072,303 American International Life Insurance Company Group Annuity Contract #18252, 5.81%, due 6/15/02 10,312,693 10,312,693 10,312,693 Caisse Des Depots Et Consignations CDC Bric # 408-01, 6.91% 20,283,910 20,283,910 20,283,910 Canada Life Assurance Company Group Annuity Contract #P45963, 6.90%, due 6/15/02 30,490,083 30,490,083 30,490,083 Canada Life Assurance Company Group Annuity Contract #P45964, 6.87%, due in two installments on 12/15/02 and 6/15/03 24,305,248 24,305,248 24,305,248 GE Life and Annuity Assurance Company Contract # GS-3254, 5.95% 15,787,156 15,787,156 15,787,156 Hartford Life Insurance Company Group Annuity Contract #9512-AA, 6.68%, due in two installments on 1/1/00 and 1/01/01 12,046,885 12,046,885 12,046,885 24
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Guaranteed Investment Contracts (continued): John Hancock Mutual Life Insurance Company Group Annuity Contract #7017-10001, 6.60%, due 9/20/01 10,628,947 $10,628,947 $10,628,947 John Hancock Mutual Life Insurance Company Group Annuity Contract #7202-10000, 5.53%, due 6/15/01 25,086,197 25,086,197 25,086,197 John Hancock Mutual Life Insurance Company Group Annuity Contract #7202-10001, 5.53%, due 12/15/01 8,151,205 8,151,205 8,151,205 John Hancock Mutual Life Insurance Company Group Annuity Contract #7355-10000, 6.05%, due 12/15/00 5,190,923 5,190,923 5,190,923 John Hancock Mutual Life Insurance Company Group Annuity Contract #7817-10000, 7.30%, due on 6/15/00 13,783,283 13,783,283 13,783,283 John Hancock Mutual Life Insurance Company Group Annuity Contract #7017-10000, 6.60%, due 12/15/00 23,315,294 23,315,294 23,315,294 Metropolitan Life Insurance Company Group Annuity Contract #13523-069, 6.05%, due 12/15/01 8,098,110 8,098,110 8,098,110 Monumental Life Insurance Company Contract #MDA0062FR, 6.00%, due 12/15/04 10,529,166 10,529,166 10,529,166 Monumental Life Insurance Company Contract #MDA00137FR, 7.13%, due 3/15/05 13,041,768 13,041,768 13,041,768 Monumental Life Insurance Company Contract #MDA00035FR, 5.70%, due 3/15/04 21,130,370 21,130,370 21,130,370 New York Life Insurance Company Group Annuity Contract #31021, 6.99%, due 6/15/05 47,901,957 47,901,957 47,901,957 New York Life Insurance Company Group Annuity Contract #30660-002, 6.72%, due 6/15/03 40,117,508 40,117,508 40,117,508 New York Life Insurance Company Group Annuity Contract #30660, 6.79%, due 12/17/01 30,089,049 30,089,049 30,089,049 Principal Life Insurance Company Group Annuity Contract #4-34795-1, 6.01%, due 12/14/03 14,001,494 14,001,494 14,001,494 Principal Life Insurance Company Group Annuity Contract #4-34795-2, 7.04%, due 6/14/04 25,079,341 25,079,341 25,079,341 Principal Mutual Life Insurance Company Group Annuity Contract #4-11357-01, 5.83%, due 12/14/01 20,893,472 20,893,472 20,893,472 Principal Mutual Life Insurance Company Group Annuity Contract #4-11357-03, 6.00%, due 12/14/00 5,244,387 5,244,387 5,244,387 Principal Mutual Life Insurance Company Group Annuity Contract #4-11357-04, 8.21%, due 6/14/00 5,932,110 5,932,110 5,932,110 Principal Mutual Life Insurance Company Group Annuity Contract #4-11357-05, 6.40%, due 6/14/00 19,910,758 19,910,758 19,910,758 Principal Mutual Life Insurance Company Group Annuity Contract #4-11357-07, 6.30%, due 6/14/02 22,014,739 22,014,739 22,014,739 Pruco Life Insurance Company Pruco GIC # GA 10066, 7.05% 35,111,231 35,111,231 35,111,231 SunAmerica Company Group Insurance Contract # 4909, 6.18% 1,498,058 1,498,058 1,498,058 TransAmerica Life Insurance Company Group Annuity Contract #51495, 6.40%, due 6/30/03 28,541,654 28,541,654 28,541,654 25
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Guaranteed Investment Contracts (continued): TransAmerica Life Insurance Company Group Annuity Contract #76930, 6.80% 92,930,577 $92,930,577 $92,930,577 Travelers Insurance Company Group Contract # GIC GR 17233, 6.20% 10,475,720 10,475,720 10,475,720 ----------------- ------------------ Total Guaranteed Investments Contracts $781,080,437 $781,080,437 ----------------- ------------------ Corporate Debt Instruments: Abbey Healthcare Group Inc. Senior Sub Note Semi-Annual, 9.50%, due 11/01/02 150,000 $150,062 $147,187 Ace INA Holding Inc. Note Semi-Annual, 8.20%, due 8/15/04 240,000 240,000 243,214 Advantica Restaurant Group Inc Senior Note Semi-Annual, 11.25%, due 1/15/08 200,000 167,582 148,000 Alaris Med Inc. Senior Discounted Note Semi-Annual, 0.00%, due 8/01/08 120,000 52,187 49,350 Allstate Corporation Semi-Annual, 0.00%, due 1/31/00 5,000,000 4,976,042 4,976,042 American Express Centurion Bank Floating, due 09/29/00 6,000,000 6,000,000 5,998,674 American Express Centurion Bank Short Floating, due 05/16/00 6,000,000 6,000,000 6,000,000 Amf Bowling Worldwide Inc. Floating, due 3/31/03 57,679 51,190 50,650 Amf Bowling Worldwide Inc. Floating, due 3/31/04 32,321 28,685 28,382 ANRC Auto Owner Tr 1999-A Note Cl A-2 Monthly, 6.54%, due 11/15/02 230,000 229,996 229,998 Apcoa/Standard Parking Inc. Semi-Annual, 9.25%, due 3/15/08 150,000 105,938 105,000 Arcadia Automobile Receivable 1999-B Monthly, 5.715%, due 7/15/02 1,599,774 1,599,764 1,594,991 Arch Escrow Corporation Senior Note Semi-Annual, 13.75%, due 4/15/08 55,000 48,400 44,619 Argentina Rep Note Zero Coupon Cl -C Semi-Annual, 0.00%, due 10/15/01 1,560,000 1,329,982 1,306,500 Asset Securitization Corporation Monthly, 6.92%, due 2/14/29 1,338,786 1,342,760 1,309,399 Asset Securitization Corporation Commercial Mortgage Monthly, 7.40%, due 10/13/26 280,000 294,131 278,866 At Entertainment Inc. Senior Discounted Note Semi-Annual, 0.00%, due 2/01/09 40,000 24,600 24,800 26
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): AT&T Company Restricted Floating, due 7/13/00 13,000,000 $12,995,715 $12,995,715 Atlantic Methanol Cap Senior Secd Note Semi-Annual, 10.875%, due 12/15/04 140,000 139,322 140,000 Avado Brands Inc. Senior Sub Note Semi-Annual, 11.75%, due 6/15/09 50,000 49,438 37,750 Bally Total Fitness Holding Corporation Senior Sub Note Semi-Annual, 9.875%, due 10/15/07 130,000 123,513 126,100 BankAmerica Corporation Sub Debenture Semi-Annual, 9.70%, due 8/01/00 1,475,000 1,522,746 1,500,798 Bankers Trust Orius Corporation Senior Sub Note Monthly, 12.60%, due 12/15/00 170,000 165,750 170,000 Battle Mountain Gold Company Annual, 6.00%, due 1/04/05 350,000 225,000 217,227 Boeing Company Debenture Semi-Annual, 6.625%, due 2/15/38 70,000 69,846 59,314 Borden Chemicals & Plastics Oper LTP Semi-Annual, 9.50%, due 5/01/05 30,000 25,725 27,900 Brazos Student Financial Corporation Student Loan Floating, due 6/01/23 1,300,000 1,300,000 1,281,891 British Aerospace Financial Inc. Guaranteed Bond Semi-Annual, 7.50%, due 7/01/27 2,000,000 1,976,988 1,911,320 Building One Services Corporation Senior Sub Note Semi-Annual, 10.50%, due 5/01/09 150,000 144,750 144,000 Caithness Coso Funding Corporation Senior Secd Note Semi-Annual, 9.05%, due 12/15/09 105,000 102,506 104,475 Call-Net Enterprises Semi-Annual, 0.00%, due 8/15/08 115,000 57,500 58,938 Call-Net Enterprises Inc. Senior Discounted Note Semi-Annual, 0.00%, due 5/15/09 105,000 50,400 51,712 Call-Net Enterprises Inc. Senior Note Semi-Annual, 9.375%, due 5/15/09 50,000 48,938 41,125 Call-Net Enterprises Inc. Senior Discounted Note Semi-Annual, 0.00%, due 8/15/07 75,000 41,625 44,437 Cargill Inc. Discounted Note 0.00%, due 1/25/00 10,000,000 9,962,200 9,962,200 Caterpillar Financial Services Corporation Semi-Annual, 5.716%, due 7/07/00 2,000,000 2,000,000 1,994,740 Caterpillar Financial Services Corporation Med Term Floating, due 2/05/01 5,000,000 5,000,105 5,009,650 CD Radio Inc. Senior Sec Note Semi-Annual, 14.50%, due 5/15/09 80,000 69,600 69,800 Celcaribe S A Senior Sec Note Step Coupon Semi-Annual, 13.50%, due 3/15/04 205,000 159,388 170,150 Cellco Finance N V Senior Note 144A Semi-Annual, 12.75%, due 8/01/05 110,000 110,000 113,987 27
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): Charter Communications Holdings Charter Semi-Annual, 8.625%, due 4/01/09 100,000 $93,375 $92,375 Chrysler Financial Corporation Med Term Notes Semi-Annual, 5.85%, due 5/15/00 4,000,000 4,030,840 3,991,400 Cirrus Logic Inc. Sub Note Conv Semi-Annual, 6.00%, due 12/15/03 40,000 27,400 33,450 CIT Group Inc. Medium Term Senior Notes Book Floating, due 9/15/00 10,000,000 9,995,172 9,993,060 CKE Restaurants Inc. Senior Sub Note Semi-Annual, 9.125%, due 5/01/09 70,000 49,700 51,975 CMS Energy Corporation Senior Note Dated 6/22/99 Semi-Annual, 8.00%, due 7/01/11 300,000 300,339 296,488 CMS Panhandle Holding Company Note Semi-Annual, 6.125%, due 3/15/04 400,000 398,814 376,456 Colt Telecom Plc Senior Note Semi-Annual, 0.00%, due 12/15/06 90,000 75,600 77,400 Comcast UK Cable Partners Ltd. Senior Step Semi-Annual, 0.00%, due 11/15/07 325,000 300,475 309,562 Commercial Credit Group Inc. Note Semi-Annual, 6.125%, due 3/01/00 1,950,000 1,969,227 1,949,883 Commonwealth Alum Corporation Sub Note Semi-Annual, 10.75%, due 10/01/06 100,000 103,500 101,000 Conagra Incorporated Discounted Note 0.00%, due 2/11/00 1,000,000 992,825 992,825 Connecticut Light & Power Company Semi-Annual, 7.875%, due 10/01/24 1,000,000 1,022,070 1,006,700 Consolidated Rail Corporation Debenture Semi-Annual, 7.875%, due 5/15/43 150,000 159,027 146,016 Contimortgage Home Equity Loan 1997-5 Floating, due 10/15/12 563,631 563,631 561,263 Continental Cablevision Inc. Senior Subordinate Semi-Annual, 9.00%, due 9/01/08 900,000 1,014,210 979,173 Crescent Real Estate Equities Semi-Annual, 7.50%, due 9/15/07 200,000 164,750 165,397 Daimler Chrysler N.A. Holdings Corporation Discounted Note 0.00%, due 2/16/00 5,000,000 4,962,306 4,962,306 Daimler Chrysler North America Holding Guaranteed Note Semi-Annual, 7.20%, due 9/01/09 30,000 29,969 29,467 Deere John Cap Corporation Note Semi-Annual, 6.00%, due 2/15/09 600,000 596,764 534,420 Deere John Capital Corporation Medium Term Notes Floating, due 11/09/00 10,000,000 10,026,443 10,025,700 Desa International Inc. Senior Sub Note Semi-Annual, 9.875%, due 12/15/07 145,000 101,950 105,850 DJ Orthopedics LLC/DJ Orthopedics Cap Semi-Annual, 12.625%, due 6/15/09 55,000 52,446 53,900 28
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): Dow Chemical Company Semi-Annual, 7.375%, due 11/01/29 240,000 $237,302 $229,469 Electronic Retailing System International Senior Discounted Note Semi-Annual, 0.00%, due 2/01/04 770,000 100,100 169,400 First Union National Bank Dep Note Floating, due 2/20/01 10,000,000 10,000,000 10,002,360 First Union National Bank Certificate Floating, due 8/29/00 3,000,000 3,000,000 2,981,316 Florida Panthers Holdings Inc. Senior Sub Note Semi-Annual, 9.875%, due 4/15/09 110,000 103,950 106,700 Ford Motor Company Del Debenture Semi-Annual, 7.40%, due 11/01/46 2,500,000 2,417,345 2,346,750 Ford Motor Company Senior Notes Semi-Annual, 5.80%, due 1/12/09 610,000 550,690 540,619 Ford Motor Credit Company Med Term Notes Floating, due 4/12/01 10,000,000 10,017,070 10,037,800 Fountain View Inc. Senior Sub Note Semi-Annual, 11.25%, due 4/15/08 90,000 74,756 68,400 Friede Goldman International Inc. Sub Note Conv Semi-Annual, 4.50%, due 9/15/04 120,000 76,000 73,800 G&G Retail Inc. Senior Note Semi-Annual, 11.00%, due 5/15/06 60,000 55,500 51,075 Generac Portable Products LLC Guaranteed Senior Note Semi-Annual, 11.25%, due 7/01/06 75,000 76,125 76,500 General Electric Capital Corporation Discounted Note 0.00%, due 2/15/00 3,000,000 2,979,712 2,979,712 General Electric Capital Corporation Discounted Note 0.00%, due 2/28/00 3,000,000 2,971,918 2,971,918 General Motors Acceptance Corporation Med Term Notes Floating, due 3/30/01 10,000,000 9,996,675 10,017,000 General Motors Bond Semi-Annual, 6.75%, due 5/01/28 760,000 752,179 670,396 Genesis Health Ventures Inc. Senior Sub Note Semi-Annual, 9.75%, due 6/15/05 20,000 15,625 8,200 Genesis Health Ventures Inc. Floating, due 6/01/05 7,750 4,573 5,658 Genesis Health Ventures Inc. Floating, due 9/30/04 7,700 4,543 5,621 Genesis Health Ventures Inc. GHV Semi-Annual, 3.25%, due 9/30/03 50,000 30,000 36,500 GGIB Funding Secd Lease Oblig Bond Semi-Annual, 7.43%, due 1/15/11 855,070 888,324 827,956 Gilfin B V Restricted Discounted Note 0.00%, due 1/04/00 5,000,000 4,997,875 4,997,875 Global Telesystems Europe Semi-Annual, 11.00%, due 12/01/09 115,000 114,576 115,750 29
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): GMAC Commercial Mortgage Securities Inc. Ser 1999 Monthly, 0.00%, due 7/15/09 27,800,000 $1,031,547 $895,716 Goldman Sachs Group LP Medium Term Floating, due 11/13/00 11,000,000 11,000,000 11,006,457 Green Tree Financial Corporation Series 1994-A Class A, Monthly, 6.90%, due 2/15/04 521,072 523,123 517,055 Green Tree Recreational Equipment Floating, due 3/15/29 1,916,525 1,913,829 1,906,642 Green Tree Recreational Equipment Monthly, 5.816%, due 7/15/03 900,000 899,437 898,173 Harborside Healthcare Corporation Senior Sub Note Semi-Annual, 0.00%, due 8/01/08 80,000 29,400 23,600 Heinz H.J. Company Discounted Note 0.00%, due 1/13/00 10,000,000 9,979,833 9,979,833 Hermes Europe Railtel B V Senior Note Semi-Annual, 11.50%, due 8/15/07 85,000 87,350 87,550 Hilton Hotels Corporation Sub Note Conv Semi-Annual, 5.00%, due 5/15/06 150,000 112,190 113,813 Hollywood Entertainment Corporation Senior Sub Note Ser B Semi-Annual, 10.625%, due 8/25/04 85,000 78,413 78,625 Household Automotive Trust III Ser Monthly, 5.719%, due 5/17/02 2,020,000 2,020,000 2,012,768 Houston Industries Finance Company Discounted Note 0.00, due 3/15/00 1,000,000 987,050 987,050 Husky Oil Ltd. Cap Securities Semi-Annual, 8.90%, due 8/15/28 60,000 58,553 59,916 IBM Credit Corporation Medium Term Notes Book Annual, 5.898%, due 8/07/00 2,000,000 1,999,644 1,995,240 ICG Services Inc. Senior Exchange Discounted Note Semi-Annual, 0.00%, due 5/01/08 425,000 233,350 219,938 Inamed Corporation Bridge Loan Backed Debenture Floating, due 6/02/00 49,700 49,203 49,700 International Cabletel Semi-Annual, 0.00%, due 4/15/05 10,000 9,675 9,950 International Lease Finance Corporation Med Term Semi-Annual, 6.69%, due 4/03/00 5,000,000 5,073,550 5,005,850 ITT Corporation Debenture Semi-Annual, 7.375%, due 11/15/15 270,000 215,450 206,480 Kelley Oil & Gas Corporation Senior Secd Note Semi-Annual, 14.00%, due 4/15/03 100,000 101,250 98,000 KeyCorp Student Loan Trust 1999-B Asset Floating, due 8/25/07 1,000,000 1,000,000 999,063 Keystone Owner Trust 1998-PI Asset Monthly, 6.62%, due 11/25/08 33,815 33,814 33,672 KFW International Finance Inc. Discounted Note 0.00%, due 3/01/00 10,000,000 9,902,500 9,902,500 30
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): Knowles Electronics Inc. Senior. Sub Note Semi-Annual, 13.125%, due 10/15/09 50,000 $48,977 $47,000 Korea Electric Power Corporation Debenture Semi-Annual, 7.75%, due 4/01/13 60,000 55,763 56,653 Korea Electric Power Corporation Note Semi-Annual, 6.375%, due 12/01/03 460,000 416,655 436,260 Labranche & Company Inc. Senior Note 144A Semi-Annual, 9.50%, due 8/15/04 150,000 149,716 145,500 LB Commercial Conduit Mortgage Tr 1999-C1 Mortgage Monthly, 6.78%, due 1/01/30 1,600,000 1,548,724 1,526,784 Lehman Brothers Holdings Inc. Semi-Annual, 6.25%, due 4/01/03 500,000 486,944 483,410 Lehman Brothers Holdings Inc. Medium Term Semi-Annual, 7.00%, due 5/15/03 420,000 420,223 414,406 Lehman Brothers Holdings Inc. Medium Term Semi-Annual, 6.50%, due 9/25/00 1,080,000 1,077,089 1,077,818 LNR Property Corporation Senior Sub Note Ser B Semi-Annual, 9.375%, due 3/15/08 160,000 151,600 150,400 Lockheed Martin Corporation Semi-Annual, 8.50%, due 12/01/29 580,000 577,838 582,030 Loews Cineplex Entertainment Corporation Senior Sub Note Semi-Annual, 8.875%, due 8/01/08 80,000 72,900 70,600 Loews Corporation Senior Note Semi-Annual, 7.625%, due 6/01/23 2,200,000 2,118,638 2,017,136 Louisiana Casino Cruises Inc. Senior Secd Note Semi-Annual, 11.00%, due 12/01/05 150,000 149,438 154,500 Marvel Enterprises Inc. Senior Note Semi-Annual, 12.00%, due 6/15/09 200,000 178,850 184,000 Master Financial Asset Securitization 1998-2 Floating, due 9/20/09 632,116 632,116 632,546 Master Financial Asset Securitization Trust Monthly, 6.50%, due 3/20/16 1,900,000 1,899,911 1,878,454 Medaphis Corporation Senior Note Semi-Annual, 9.50%, due 2/15/05 147,000 114,120 113,925 Medpartners Inc. New Senior Sub Note Semi-Annual, 6.875%, due 9/01/00 55,000 52,319 52,800 Merrill Lynch & Company Semi-Annual, 5.56%, due 6/30/00 5,000,000 5,000,000 4,985,000 Merrill Lynch & Company Inc. Med Term Note Floating, due 8/03/00 7,000,000 7,020,776 7,018,760 Merrill Lynch Mortgage Investments Inc. Mortgage Monthly, 6.96%, due 11/21/28 1,400,000 1,418,929 1,363,544 Metromedia Fiber Network Inc. Senior. Note Semi-Annual, 10.00%, due 12/15/09 150,000 148,801 153,750 Millicom International Cellular S A Senior Sub Semi-Annual, 0.00%, due 6/01/06 255,000 184,633 204,000 31
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): Multicare Companies Inc. Semi-Annual, 3.75%, due 9/30/03 30,000 $18,000 $21,900 Multicare Companies Inc. Medical Floating, due 6/01/05 2,500 1,475 1,825 Multicare Companies Inc. Medical Floating, due 9/30/04 7,050 4,160 5,147 Multicare Companies Inc. Senior Sub Note Semi-Annual, 9.00%, due 8/01/07 135,000 73,462 27,000 Nabisco Inc. discounted Note 0.00%, due 2/04/00 1,000,000 994,050 994,050 National Communications Corporation Euro Senior Note Semi-Annual, 9.875%, due 11/15/09 100,000 101,966 100,731 National Rural Utilities Coop. Financial Medium Floating, due 9/08/00 8,000,000 8,000,000 7,995,128 Navigator Gas Trans Plc. Ist priority Semi-Annual, 10.50%, due 6/30/07 45,000 22,725 20,700 News Amer Inc. Senior Note Semi-Annual, 6.75%, due 1/09/38 300,000 297,231 275,616 Nomura Asset Securities Corporation Commercial Mortgage Pass Thru, Monthly 7.12%, due 4/13/36 1,900,000 1,904,156 1,860,936 Northwest Airlines Pass Thru Trs 1999-3 Semi-Annual, 9.485%, due 4/01/15 105,000 105,000 104,445 Octel Devs Plc Senior Note (U.K.) Semi-Annual, 10.00%, due 5/01/06 50,000 49,875 49,500 Orion Network Systems Inc. Senior Discounted Note Semi-Annual, 0.00%, due 1/15/07 185,000 100,425 85,100 Pagemart Nationwide Inc. Senior Discounted Note Semi-Annual, 0.00%, due 2/01/05 30,000 25,762 26,700 Pagemart Wireless Inc. Senior Sub Discounted Note Semi-Annual, 0.00%, due 2/01/08 115,000 44,688 39,100 PDVSA Finance Ltd. Note Quarterly, 7.50%, due 11/15/28 1,500,000 1,422,372 1,050,791 Pepsi Bottling Group Inc. Guaranteed Senior Note Semi-Annual, 7.00%, due 3/01/29 100,000 99,328 90,472 Pepsico Inc. Medium Term Notes Book Semi-Annual, 5.875%, due 6/01/00 2,000,000 2,013,620 1,996,760 Pinnacle Holdings Inc. Senior. Discounted Note Semi-Annual, 0.00%, due 3/15/08 110,000 61,506 72,050 Pope & Talbot Inc. Debenture Semi-Annual, 8.375%, due 6/01/13 125,000 109,025 109,992 Premiere Technologies Inc. Sub Note Conv Semi-Annual, 5.75%, due 7/01/04 100,000 59,250 57,125 PSEG Energy Holdings Note 144A Semi-Annual, 10.00%, due 10/01/09 100,000 98,740 102,500 32
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): Radio Unica Corporation Senior. Discounted Note Semi-Annual, 0.00%, due 8/01/06 55,000 $35,475 $35,888 Raytheon Company Debenture Semi-Annual, 7.20%, due 8/15/27 260,000 236,235 231,813 RCN Corporation Semi-Annual, 0.00%, due 10/15/07 100,000 68,750 70,250 RCN Corporation Senior Note Semi-Annual, 10.125%, due 1/15/10 65,000 65,000 64,675 Regional Int Med Senior Discounted Notes (U.K.) Semi-Annual, 0.00%, due 7/01/08 100,000 100,340 109,048 Reynolds R J Tob Holdings Inc. Note ser B Semi-Annual, 7.75%, due 5/15/06 1,200,000 1,194,577 1,060,404 Reynolds R J Tob Holdings Inc. Note ser B Semi-Annual, 7.875%, due 5/15/09 810,000 798,503 687,504 Salmon Brothers Mortgage Securities VII, Inc., Mortgage Floating, due 3/30/28 1,324,231 1,324,231 1,316,921 Samsonite Corporation Semi-Annual, 10.75%, due 6/15/08 90,000 73,800 77,400 Sanwa Finance Aruba AEC Guaranteed Note Semi-Annual, 8.35%, due 7/15/09 470,000 469,744 471,753 Saul B F Real Estate Investment Trust Senior Secd Semi-Annual, 9.75%, due 4/01/08 135,000 126,419 123,356 Sea Containers Ltd. Senior Note Semi-Annual, 7.875%, due 2/15/08 60,000 52,500 51,750 Sea Containers Ltd. Senior Note Ser B Semi-Annual, 10.75%, due 10/15/06 25,000 24,687 24,750 Seagram Joseph E. & Sons, Inc., Bond Semi-Annual, 6.80%, due 12/15/08 340,000 338,610 318,604 Seagram Joseph E. & Sons, Inc., Bond Semi-Annual, 7.60%, due 12/15/28 450,000 461,003 423,751 Seagram Joseph E. & Sons, Inc., Senior Note Semi-Annual, 6.40%, due 12/15/03 670,000 667,995 645,873 Security Cap U S Realty Senior Note Conv Semi-Annual, 2.00%, due 5/22/03 260,000 190,700 192,400 Sigma Finance Inc. Floating, due 2/03/00 15,000,000 15,000,000 15,000,000 Sirius Satellite Radio Semi-Annual, 0.00%, due 12/01/07 300,000 156,500 148,500 SLM Student Loan Trust Loan Backed Note Fltg Series Floating, due 4/25/07 213,065 211,425 211,874 Sovereign Bancorp Inc. Senior Note Semi-Annual, 10.50%, due 11/15/06 100,000 100,000 102,000 Sprint Capital Corporation Bond Semi-Annual, 6.90%, due 5/01/19 310,000 293,603 281,939 St John Knits International Inc. Sr. Sub Note 144A Semi-Annual, 12.50%, due 7/01/09 75,000 74,177 66,375 33
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): Standard Commercial Corporation Senior Note Semi-Annual, 8.875%, due 8/01/05 70,000 $56,350 $54,775 Sterling Chemical Inc. Senior Secd Note Semi-Annual, 12.375%, due 7/15/06 55,000 51,350 56,925 Sullivan Graphics Inc. Senior Sub Note Semi-Annual, 12.75%, due 8/01/05 95,000 101,531 99,987 TCI Communication Financial III Bond Quarterly, 9.65%, due 3/31/27 4,380,000 4,923,377 4,815,284 TCI Communication, Inc. Semi-Annual, 7.875%, due 2/15/26 200,000 208,492 201,102 Team Health Inc. Senior Sub Note 144A Semi-Annual, 12.00%, due 3/15/09 75,000 75,750 73,875 Tele 1 Europe B.V. (Netherlands) Semi-Annual, 11.875%, due 12/01/09 55,000 57,646 54,812 Teleglobe CDA Inc Guaranteed Debenture Semi-Annual, 7.20%, due 7/20/09 252,000 250,850 236,709 Telemundo Holdings Inc. Senior Step Coupon Semi-Annual, 0.00%, due 8/15/08 35,000 18,067 20,825 Thermadyne Holdings Corporation New Senior Disc Deb Semi-Annual, 0.00%, due 6/01/08 150,000 72,000 68,625 Time Warner Inc. Debenture Semi-Annual, 9.15%, due 2/01/23 3,000,000 3,296,160 3,352,110 Toyota Motor Credit Corporation Medium Term Notes Floating, due 8/18/00 12,000,000 12,000,000 11,992,596 Triangle Funding Ltd. 1997-2 Asset Backed Note Floating, due 10/15/03 3,000,000 2,990,391 2,988,750 TRW Inc. Discounted Note 0.00%, due 2/15/00 800,000 793,780 793,780 U S Dollar Clearing Master Trust Ser 1999-1 Floating, due 7/15/06 3,700,000 3,700,000 3,700,000 U S West Capital Funding Inc. Guaranteed Note Floating, due 6/15/00 1,000,000 1,000,000 1,002,710 UBS Finance Del Inc. Discounted Note 0.00%, due 1/03/00 6,131,000 6,129,638 6,129,638 U.S. Cent Credit Union Global Medium Term Semi-Annual, 5.14%, due 4/24/00 2,000,000 1,999,963 1,993,900 Ucar Global Enterprises Inc. Senior. Sub Note Semi-Annual, 12.00%, due 1/15/05 100,000 104,625 104,500 UIH Australia/ PAC Inc Senior Discounted Note Semi-Annual, 0.00%, due 5/15/06 170,000 126,013 147,050 Unilab Corporation New Senior Sub Note 144A Semi-Annual, 12.75%, due 10/01/09 155,000 150,765 160,425 Union Pacific Corporation Jr Sub Deb Conv Semi-Annual, 6.625%, due 2/01/29 200,000 198,816 168,850 34
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Corporate Debt Instruments (continued): United Artists Term Loan B Pvt Floating, due 4/21/06 48,887 $39,282 $36,054 United Artists Term Loan C Pvt Floating, due 4/21/07 70,663 56,868 52,114 United Artists Theatre Circuit Inc. Semi-Annual, 9.30%, due 7/01/15 76,020 53,950 54,462 United Auto Group Inc. Senior Sub Note Semi-Annual, 11.00%, due 7/15/07 55,000 49,500 51,700 United Pan-Europe Communications Senior Note Semi-Annual, 0.00%, due 11/01/09 75,000 39,229 42,000 United Pan-Europe Communications Senior Note Semi-Annual, 0.00%, due 8/01/09 170,000 91,769 95,625 United Pan-Europe Communications Senior Note (Netherlands) Semi-Annual, 10.875%, due 8/01/09 200,000 200,000 202,750 United Petro Stopping Centers Holdings L.P. Semi-Annual, 0.00%, due 8/01/08 100,000 48,364 50,000 Wal Mart Stores Inc. Semi-Annual, 5.85%, due 6/01/00 5,000,000 5,010,900 4,993,250 Wal Mart Stores Inc. Remarketed Put Bond Semi-Annual, 5.65%, due 2/01/00 3,000,000 3,016,020 2,999,700 WEC Company Senior Note Semi-Annual, 12.00%, due 7/15/09 40,000 40,000 36,000 Weight Watchers International Inc. Senior Sub Note Semi-Annual, 13.00%, due 10/01/09 100,000 100,000 101,125 Xerox Credit Corporation Medium Term Notes Book Semi-Annual, 5.83%, due 5/08/00 3,000,000 2,998,247 2,996,010 Young America Corporation Senior Sub Note Ser B Semi-Annual, 11.625%, due 2/15/06 100,000 75,500 77,000 Zurich Cap Trust 144A Semi-Annual, 8.376%, due 6/01/37 1,500,000 1,502,691 1,471,290 ----------------- ------------------ Total Corporate Debt Instruments $306,041,140 $304,043,313 ----------------- ------------------ Loans to Participants 16,200 * $186,358,107 $186,358,107 ----------------- ------------------ Total Loans to Plan Participants $186,358,107 $186,358,107 ----------------- ------------------ 35
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Common Stock: Australia: Australia & New Zealand Bank Group 510,920 $3,538,165 $3,704,538 Broken Hill Proprietary Company 469,646 4,714,352 6,146,452 Goodman Fielder 5,742,170 5,519,184 5,109,956 European Monetary Union Agfa Gevaert NV 128,190 2,643,106 2,717,458 Banca Intesa Spa 450,000 1,895,253 1,817,673 Banco Pinto & Sottomayor SA 80,846 1,208,243 1,724,362 BASF AG 128,830 5,609,597 6,585,450 Bayer AG 87,353 3,498,500 4,115,039 Brisa (Auto-Estradas De Portugal) 489,520 4,453,174 3,738,727 CNP Assurances 167,892 4,741,583 6,152,257 Credit Lyonnais 86,720 2,538,297 3,946,148 DaimlerChrysler AG 65,600 4,744,822 5,075,974 Danone 10,523 1,979,403 2,468,049 Deutsche Bank AG 46,456 2,688,657 3,904,300 Dexia (Ex-Dexia Belgium) 35,574 3,230,436 5,854,693 Dexia (Ex-Dexia Belgium) NPV Strips VVPR 35,574 - 1,783 Endesa SA 234,089 4,935,013 4,624,512 ENI 670,000 3,871,636 3,666,619 Fortum Oyj 767,940 4,666,972 3,463,683 Iberdrola SA 187,082 2,396,646 2,580,172 K.L.M. (Koninklijke Luchtvaart Mij) 145,185 5,658,537 3,710,737 Suez Lyonnaise Des Eaux 29,321 2,668,485 4,675,707 Telecom Italia SPA 946,351 5,268,688 5,738,599 UPM-Kymmene Oyj 78,180 2,029,126 3,134,397 Hong Kong: Bank of East Asia 746,400 1,750,927 2,073,992 Sun Hung Kai Properties 347,000 3,055,346 3,615,731 Japan: Chiba Bank 349,000 1,962,053 1,929,890 EISAI Company 261,000 4,534,479 5,010,648 Hachijuni Bank 425,000 3,090,653 2,997,899 Hitachi Ltd. 554,000 5,344,138 8,876,554 Japan Airlines Company 1,537,000 4,895,229 4,549,957 Minolta Company 710,000 4,117,999 2,760,783 Nippon Mitsubishi Oil 857,000 3,548,159 3,767,768 Nippon Yusen KK 1,406,000 6,003,584 5,741,858 Sekisui Chemical Company 1,465,040 8,393,592 6,483,933 77Th Bank 252,000 2,925,412 2,636,822 New Zealand: Carter Holt Harvey Limited 3,022,135 5,336,312 3,940,120 Singapore: Neptune Orient Lines 2,105,000 2,441,374 2,817,608 Switzerland: Roche Holdings AG 150 1,745,332 1,771,065 UBS AG 12,610 3,887,991 3,387,388 36
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Common Stock (continued): United Kingdom: Alliance & Leicester 274,617 $3,923,960 $3,551,866 Britannic 110,760 2,154,200 1,692,292 Greenalls Group 266,852 1,925,472 1,268,752 Hyder 342,483 4,283,021 1,600,741 Rank Group 1,173,328 3,997,230 3,706,463 Rolls Royce 685,031 2,816,530 2,362,697 Royal & Sun Alliance 776,170 5,934,845 5,898,243 Safeway 1,113,060 4,484,894 3,803,107 United States: Dairy Farm International 2,628,223 3,331,410 2,365,401 ----------------- ------------------ Total Common Stock $180,382,017 $183,268,863 ----------------- ------------------ Preferred Stock: North Atlantic Trading Inc. Senior Pik Preferred 12% 3,076 $49,999 $53,053 Paxson Communications Corporation 260 241,912 265,519 Pro Sieben Media AG (EMU) 72,988 3,360,838 4,221,099 ----------------- ------------------ Total Preferred Stock $3,652,749 $4,539,671 ----------------- ------------------ United States Government and Government Agency Obligations: Federal Home Loan Bank Cons Bond Semi-Annual, 5.55%, due 3/09/00 10,000,000 $10,000,000 $9,984,400 Federal Home Loan Bank Cons Bond Floating, due 9/07/00 10,000,000 9,998,014 9,998,290 Federal Home Loan Mortgage Corporation Discounted Notes 0.00%, due 1/18/00 10,000,000 9,919,436 9,919,436 Federal National Mortgage Association Discounted Notes 0.00%, due 1/18/00 10,000,000 9,975,444 9,975,444 Federal National Mortgage Association Discounted Notes 0.00%, due 1/20/00 7,000,000 6,980,715 6,980,715 Federal Home Loan Mortgage Corporation Debenture Semi-Annual, 6.625%, due 9/15/09 1,620,000 1,606,840 1,573,927 Federal Home Loan Mortgage Corporation Gold PC Group #D09084, Monthly 8.00%, due 5/01/17 289,925 298,804 295,059 Federal Home Loan Mortgage Corporation Gold PC Group #E00627, Monthly 5.50%, due 2/01/14 5,921,534 5,821,926 5,494,058 Federal Home Loan Mortgage Corporation TBA Gold PC Group #E00633, Monthly 5.50%, due 3/01/14 94,869 92,901 88,020 37
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ United States Government and Government Agency Obligations (continued): Federal National Mortgage Association Bond Semi-Annual, 6.21%, due 8/06/38 250,000 $222,281 $215,820 Federal National Mortgage Association Debenture Semi-Annual, 6.25%, due 5/15/29 1,550,000 1,437,207 1,379,500 Federal National Mortgage Association Notes Semi-Annual, 6.625%, due 9/15/09 770,000 764,809 747,862 Federal National Mortgage Association Mortgage Backed Monthly 7.00%, due 12/01/27 1,205,408 1,208,374 1,167,353 Federal National Mortgage Association Discounted Note 0.00%, due 5/11/00 1,100,000 1,078,193 1,078,193 Federal National Mortgage Assn. Pass Thru Certificate Pool # 250430, Monthly 6.00%, due 9/01/25 535,914 510,070 495,051 Federal National Mortgage Assn. Pass Thru Certificate Pool #303323, Monthly 9.00%, due 11/01/21 225,360 240,501 234,974 Federal National Mortgage Assn. Pass Thru Certificate Pool #303641, Monthly 6.00%, due 11/01/25 399,808 380,525 370,698 Federal National Mortgage Assn. Pass Thru Certificate Pool #305210, Monthly 6.00%, due 11/01/25 34,277 32,625 31,663 Federal National Mortgage Assn. Pass Thru Certificate Pool #319233, Monthly 6.00%, due 11/01/25 706,486 672,388 652,616 Federal National Mortgage Assn. Pass Thru Certificate Pool #320079, Monthly 6.00%, due 8/01/25 68,241 64,950 63,038 Federal National Mortgage Assn. Pass Thru Certificate Pool #320543, Monthly 6.00%, due 12/01/25 309,237 294,307 285,657 Federal National Mortgage Assn. Pass Thru Certificate Pool #324668, Monthly 6.00%, due 10/01/25 660,553 628,790 610,186 Federal National Mortgage Assn. Pass Thru Certificate Pool #326130, Monthly 6.00%, due 9/01/25 220,744 210,105 203,912 Federal National Mortgage Assn. Pass Thru Certificate Pool #326864, Monthly 6.00%, due 10/01/25 307,779 292,929 284,311 Federal National Mortgage Assn. Pass Thru Certificate Pool #328607, Monthly 6.00%, due 11/01/25 525,474 500,112 485,407 Federal National Mortgage Assn. Pass Thru Certificate Pool #329948, Monthly 6.00%, due 11/01/25 63,866 60,785 58,997 Federal National Mortgage Assn. Pass Thru Certificate Pool #330005, Monthly 6.00%, due 11/01/25 102,066 97,140 94,283 Federal National Mortgage Assn. Pass Thru Certificate Pool #332173, Monthly 6.00%, due 12/01/25 797,302 758,865 736,508 Federal National Mortgage Assn. Pass Thru Certificate Pool #332911, Monthly 6.00%, due 12/01/25 337,795 321,487 312,038 Government National Mortgage Assn. II Jumbo Floating, due 7/20/22 919,370 941,349 928,417 Government National Mortgage Assn. II Jumbo Floating, due 10/20/22 645,444 660,773 655,933 Government National Mortgage Assn. Pool # 446720 Monthly 6.50%, due 9/15/28 957,323 956,171 898,381 38
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ United States Government and Government Agency Obligations (continued): Government National Mortgage Assn. Pool # 464834 Monthly 6.50%, due 9/15/28 926,715 $925,601 $869,657 Government National Mortgage Assn. Pool # 780601 Monthly 7.00%, due 7/15/27 3,058,894 3,108,081 2,965,200 Government National Mortgage Assn. Pool # 008076 Floating, due 11/20/22 1,013,777 1,037,854 1,030,251 Government National Mortgage Assn. Pool # 416004 Monthly 7.00%, due 10/15/25 607,387 620,104 588,783 Government National Mortgage Assn. Pool # 458848 Monthly 7.00%, due 2/15/28 301,670 306,478 291,299 Government National Mortgage Assn. Pool # 484308 Monthly 6.50%, due 9/15/28 947,785 946,649 889,430 Government National Mortgage Assn. Pool # 484438 Monthly 6.50%, due 9/15/28 587,943 587,236 551,743 Government National Mortgage Assn. Pool # 416805 Monthly 7.00%, due 12/15/25 793,603 810,219 769,295 Student Loan Marketing Association Med Term Annual, 5.00%, due 1/27/00 10,700,000 10,700,000 10,693,259 TBA Federal Home Loan Mortgage Corporation Gold SF 30 years Jan, 6.50%, due 1/15/49 600,000 576,375 565,686 TBA Federal Home Loan Mortgage Corporation Gold SF 30 years Jan, 7.00%, due 1/15/49 1,300,000 1,279,688 1,258,153 TBA Federal Home Loan Mortgage Corporation Gold SF 30 years Jan, 7.50%, due 1/15/49 1,040,000 1,044,659 1,029,278 TBA Federal National Mortgage Assn. SF 15 years Jan. 5.50%, due 1/15/49 961,000 902,740 891,328 TBA Federal National Mortgage Assn. SF 30 years Jan. 6.00%, due 1/15/49 17,250,000 16,148,215 15,778,402 TBA Government National Mortgage Assn. I SF 15 years Jan. 6.00%, due 1/15/49 180,000 173,475 170,606 TBA Government National Mortgage Assn. I SF 30 years Jan. 6.00%, due 1/15/49 4,130,000 3,840,091 3,755,739 TBA Government National Mortgage Assn. I SF 30 years Jan. 6.50%, due 1/15/49 4,000,000 3,827,359 3,753,760 TBA Government National Mortgage Assn. I SF 30 years Jan. 7.00%, due 1/15/49 6,200,000 6,079,875 5,986,906 TBA Government National Mortgage Assn. I SF 30 years Jan. 7.50%, due 1/15/49 3,400,000 3,407,438 3,361,750 United States Cent Credit Union Global Med Term Note Semi-Annual, 5.08%, due 4/19/00 3,000,000 2,999,505 2,990,760 United States Treasury Bond Semi-Annual 11.875%, due 11/15/03 80,000 97,000 94,425 United States Treasury Bond Floating, due 4/15/28 8,460,000 8,432,953 7,861,288 United States Treasury Bond Floating, due 4/15/29 7,500,000 7,408,371 7,166,096 39
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ United States Government and Government Agency Obligations (continued): United States Treasury Bond Semi-Annual, 5.25%, due 2/15/29 300,000 $256,641 $248,061 United States Treasury Bond Semi-Annual, 5.25%, due 11/15/28 3,990,000 3,518,143 3,286,762 United States Treasury Bond Semi-Annual, 5.50%, due 8/15/28 400,000 381,732 341,124 United States Treasury Bond Semi-Annual, 8.00%, due 11/15/21 3,960,000 4,678,245 4,493,966 United States Treasury Bond Semi-Annual, 11.125%, due 8/15/03 60,000 71,620 68,775 United States Treasury Note Floating, due 1/15/08 1,830,000 1,817,995 1,814,663 United States Treasury Note Semi-Annual, 5.625%, due 5/15/08 1,700,000 1,627,600 1,599,054 United States Treasury Note Semi-Annual, 5.625%, due12/31/02 1,600,000 1,656,044 1,570,496 United States Treasury Note Semi-Annual, 5.75%, due 10/31/02 100,000 99,656 98,625 United States Treasury Note Semi-Annual, 6.00%, due 8/15/09 7,800,000 7,746,387 7,556,250 United States Treasury Note Semi-Annual, 6.125%, due 8/15/07 110,000 119,935 107,250 United States Treasury Note Semi-Annual, 6.50%, due 8/15/05 2,500,000 2,560,938 2,500,000 United States Treasury Note Semi-Annual, 7.50%, due 2/15/05 890,000 961,478 928,243 United States Treasury Bonds Dated 5/15/80 Semi-Annual, 10.00%, due 5/15/10 660,000 852,225 756,730 ----------------- ------------------ Total United States Government and Government Agency Obligations $168,637,421 $164,983,240 ----------------- ------------------ Interest Bearing & Money Market Funds: Barclays Domiciled Money Market Fund 12 $12 $12 The Chase Manhattan Bank Domestic Liquidity Fund *** 74,177,688 74,177,688 74,177,688 The Chase Manhattan Bank Enhanced Cash Investment Fund *** 276 276 276 Vista U.S. Government Money Market Fund *** 684 684 684 ----------------- ------------------ Total Interest Bearing & Money Market Funds $74,178,660 $74,178,660 ----------------- ------------------ Certificate of Deposit: Royal Bank Canada N Y Branch Certificate of Deposit 5.12%, due 03/20/00 2,000,000 $1,999,876 $1,999,876 ----------------- ------------------ Total Certificate of Deposit $1,999,876 $1,999,876 ----------------- ------------------ 40
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes at December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Principal Amount or Number of Units Cost Fair Value ----------------------------------- ------------------ Other Investments: CD Radio Inc Warrants 240 $12,000 $17,160 Korea Republic Government Bond Semi-Annual, 8.875%, due 4/15/08 120,000 126,900 125,858 Repurchase Agreement 4.10%, due 1/03/00 14,156,000 14,156,000 14,156,000 Texas State Taxable Vets Housing Association Ser Floating, due 12/01/29 5,000,000 5,000,000 5,000,000 British Pound Forward Currency Contract Payable GBP 85,400 dated 8/27/99, @ 0.628368 Ex 3/01/00 - (1,739) British Pound Forward Currency Contract Payable GBP 8,611 dated 11/17/99, @ 0.615101 Ex 3/01/00 - 120 European Monetary Union Forward Currency Contract Payable EUR 50,000 dated 11/19/99, @ 0.965531 Ex 2/07/00 - 1,659 European Monetary Union Forward Currency Contract Payable EUR 100,000 dated 11/24/99, @ 0.975182 Ex 2/07/00 - 2,053 European Monetary Union Forward Currency Contract Payable EUR 52,250 dated 12/09/99, @ 0.978905 Ex 2/07/00 - 869 G & G Retail Holdings Inc. Warrant 60 - 90 Written Call Option US Treasury Bonds Ex 2/19/00 (66) (69,849) (25,781) Written Call Option US Treasury Bonds Ex 5/20/00 (39) (41,254) (38,391) Written Call Option US Treasury Bonds Ex 2/19/00 (62) (60,262) (8,719) Written Call Option US Treasury Bonds Ex 5/20/00 (54) (43,939) (17,719) Written Put Option US Treasury Bonds Ex 2/19/00 (3) (1,991) (1,359) Written Put Option US Treasury Bonds Ex 5/20/00 (42) (27,935) (54,469) Written Put Option US Treasury Bonds Ex 2/19/00 (56) (42,234) (56,875) US Treasury Bond- CBT Futures Contracts Short Ex 3/00 (45) (51,287) - US Treasury Note-CBT 10 year Futures Contracts Long Ex 3/00 25 59,562 - US Treasury Bond- CBT Futures Contracts Long Ex 3/00 14 16,662 - US Treasury Bond Futures Contracts Ex 6/21/00 12 (423,885) - ----------------- ------------------ Total Other Investments $18,608,488 $19,098,757 ----------------- ------------------ Total Investments $4,713,627,468 $5,597,781,292 ================= ================== * Represents number of Participants with Loans outstanding. ** Interest rate is net of administrative service fees. *** Party-in-interest investments 41
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Short-Term Investments Repurchase Agreement 4.74%, 3/18/99, 48,770,000 $48,770,000 $48,770,000 Repurchase Agreement 4.74%, 3/18/99, 3,017,000 3,017,000 3,017,000 Repurchase Agreement (Reverse) 4.77%, 3/10/99, 12,395,000 12,395,000 12,395,000 Repurchase Agreement (Reverse) 4.77%, 3/10/99, 9,055,000 9,055,000 9,055,000 Tri Party Repo W/Greenwich Capital Markets 4.92%, 5/03/99, 34,000,000 34,000,000 34,000,000 Tri Party Repo W/Greenwich Capital Markets 5.98%, 5/04/99, 40,000,000 40,000,000 40,000,000 Tri Party Repo W/Greenwich Capital Markets 4.85%, 5/05/99, 40,000,000 40,000,000 40,000,000 Tri Party Repo W/Greenwich Capital Markets 4.875%, 6/16/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 4.60%, 6/18/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 4.60%, 6/21/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 4.70%, 6/22/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 4.66%, 6/23/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 5.05%, 6/29/99, 39,000,000 39,000,000 39,000,000 Tri Party Repo W/Greenwich Capital Markets 5.20%, 7/01/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 5.15%, 7/02/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 5.00%, 7/29/99, 39,000,000 39,000,000 39,000,000 Tri Party Repo W/Greenwich Capital Markets 5.06%, 7/30/99, 40,000,000 40,000,000 40,000,000 Tri Party Repo W/Greenwich Capital Markets 5.03%, 8/04/99, 39,000,000 39,000,000 39,000,000 Tri Party Repo W/Greenwich Capital Markets 4.95%, 8/09/99, 37,000,000 37,000,000 37,000,000 Tri Party Repo W/Greenwich Capital Markets 5.05%, 8/10/99, 42,000,000 42,000,000 42,000,000 Tri Party Repo W/Greenwich Capital Markets 5.20%, 8/17/99, 35,000,000 35,000,000 35,000,000 Tri Party Repo W/Greenwich Capital Markets 5.15%, 9/24/99, 36,300,000 36,300,000 36,300,000 Tri Party Repo W/Greenwich Capital Markets 5.00%, 7/23/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 4.90%, 6/30/99, 41,000,000 41,000,000 41,000,000 Tri Party Repo W/Greenwich Capital Markets 5.00%, 7/28/99, 39,000,000 39,000,000 39,000,000 Tri Party Repo W/Greenwich Capital Markets 5.19%, 8/03/99, 40,000,000 40,000,000 40,000,000 Tri Party Repo W/Greenwich Capital Markets 4.99%, 8/06/99, 40,000,000 40,000,000 40,000,000 Tri Party Repo W/Greenwich Capital Markets 4.65%, 6/24/99, 41,000,000 41,000,000 41,000,000 42
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Short-Term Investments (continued) Tri Party Repo W/Greenwich Capital Markets 4.90, 7/08/99, 39,000,000 $39,000,000 $39,000,000 Corporate Debt Instruments Alaris Med Sys Inc. Senior Sub Note Semi-Annual 9.75%, 12/01/06, 60,000 $50,400 $50,700 Allied Waste North America Inc. Sr Sub Note Semi-Annual 10.00%, 8/01/09, 100,000 99,668 93,895 AMC Entertainment Inc. Senior Sub Note Semi-Annual 9.50%, 2/01/11, 105,000 98,863 90,075 American Express Credit Corporation Discounted Note 0.00%, 9/08/99, 6,000,000 5,974,350 5,977,691 Ameriserve Fin Tr/Ameriserve Corporation Sr note Semi-Annual 12.00%, 9/15/06,125,000 122,133 106,113 Amkor Technology Inc. Senior Note Semi-Annual 9.25%, 5/01/06, 50,000 48,250 49,000 Big Flower Press Holdings Inc. Semi-Annual 8.625%, 12/01/08, 205,000 197,544 209,100 Conproca S.A. De C.V. Sr Secd Bond Semi-Annual 12.00%, 6/16/10, 55,000 51,975 52,938 Cox Communications Inc. New Note Semi-Annual 7.875%, 8/15/09, 160,000 159,813 164,763 E I Du Pont Nemours & Company Inc. 0.00%, 6/24/99, 7,000,000 6,907,408 7,000,000 Ford Motor Credit Medium Term Notes B Entry Floating , 8/18/00, 12,000,000 11,992,817 11,994,600 Jazztel Plc Note Semi-Annual 13.25%, 12/15/09, 315,000 327,543 333,438 Level 3 Communications Inc. Sr Discounted Note Semi-Annual 0.00%, 12/01/08, 355,000 206,750 198,800 Lockheed Martin Corporation 0.00%, 2/18/00, 700,000 678,595 690,314 Mobile Telecommunication Technologies Note Semi-Annual 13.50%, 12/15/02, 135,000 153,063 152,888 Nextel Communications Inc. Sr Note Semi-Annual 9.375%, 11/15/09, 80,000 79,362 79,600 Omnipoint Corporation Sr Note Ser A Semi-Annual 11.625%, 8/15/06, 35,000 36,113 37,144 Omnipoint Corporation Sr Note 144A Semi-Annual 11.50%, 9/15/09, 100,000 100,000 107,300 Petroleos Mexicanos Medium Term Notes Semi-Annual 9.50%, 9/15/27, 50,000 49,500 46,250 PP&L Transition Bond LLC Ser 1999 1 Bond Quarterly 6.96%, 12/26/07, 2,500,000 2,499,551 2,499,551 Regal Cinemas Inc. Sr Sub Note Semi-Annual 9.50%, 6/01/08, 45,000 31,206 33,250 43
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Corporate Debt Instruments (continued) RJR Nabisco Inc. Note 144A Semi-Annual 7.75%, 5/15/06, 1,200,000 $1,194,540 $1,194,540 RJR Nabisco Inc. Note 144A Semi-Annual 7.875%, 5/15/09, 810,000 798,449 798,449 Rogers Cablesystems Ltd. Ser Secd Semi-Annual 10.00%, 12/01/07, 185,000 199,708 198,663 Shell Oil Company Series A 0.00%, 5/27/99, 9,000,000 8,947,530 8,980,840 SLM Student Loan Trust Loan Backed Note Floating, 10/25/11, 700,000 700,219 694,668 Telemundo Holdings Inc. Sr Discounted Note Semi-Annual 0.00%, 8/15/08, 80,000 41,296 45,600 Toyota Motor Credit 0.00%, 6/28/99, 10,000,000 9,897,761 10,000,000 U. S. Can Corporation Sr Sub Note Ser B Semi-Annual 10.125%, 10/15/06, 75,000 76,688 76,875 Unilab Corporation New Ser Note Semi-Annual 11.00%, 4/01/06, 275,000 302,500 306,020 United Intl Holdings Inc. Sr Sub Secd Discounted Note Semi-Annual 0.00%, 2/15/08, 80,000 50,400 46,400 Voicestream Wireless Corporation Note Semi-Annual 10.375%, 11/15/09, 200,000 200,000 208,000 WEC Company Senior Note 144A Semi-Annual 12.00%, 7/15/09, 35,000 35,000 32,400 Corporate Debt Instruments - Preferred Archer Daniels Midland Company Medium Term Note Semi-Annual 6.625%, 5/01/29, 260,000 $258,752 $244,276 AT&T Corporation Bonds Semi-Annual 5.625%, 3/15/04, 920,000 915,694 914,074 AT&T Corporation Bonds Semi-Annual 6.50%, 3/15/29, 770,000 761,807 719,868 BSCH Issuances Ltd. Guaranteed Sub Note Semi-Annual 7.625%, 11/03/09, 1,050,000 1,062,233 1,062,111 Conoco Inc. Note Semi-Annual 6.95%, 4/15/29, 300,000 300,000 300,906 Ford Motor Credit Company Notes Semi-Annual 7.375%, 10/28/09, 600,000 598,872 603,432 HSBC Holdings Plc Sub Note Dated 7/06/99 Semi-Annual 7.50%, 7/15/09, 2,250,000 2,251,438 2,272,237 Pepsi Bottling Group Inc. Guaranteed Sr Note Semi-Annual 7.00%, 3/01/29, 1,500,000 1,489,800 1,501,544 Wal Mart Stores Inc. Note Semi-Annual 6.875%, 8/10/09, 1,100,000 1,095,688 1,093,433 44
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Corporate Stock - Common Brisa Auto-Estradas De Port (Euro) Eur5 (Priv), 50,000 $2,274,255 $1,908,773 Daiwa Securities Group (Japan) JPY50, 321,000 1,164,051 1,660,573 Deutsche Bank AG New Ord NPV (Rfd 1/1/99), 0.14 6 6 Deutsche Bank AG Ord NPV, 86,456 5,167,571 5,003,671 Instrumentarium OYJ Ser 'A' NPV, 7,358 273,334 236,869 Invensys Ord 25P, 949,395 4,220,443 4,601,978 Medeva Ord 10P, 651, 680 1,138,132 1,817,045 Mitsubishi Heavy Industries (Japan) JPY50, 1,249,000 5,633,106 4,323,331 Other Investments Purchase Options: Purchase Call Eurodollar Ex 12/14/99, 250,000 $25,560 $6,383 Purchase Call December 94 Eurodollar C.D. Ex 12/13/00, 250,000 20,443 25,345 Purchase Call Eurodollar Ex 6/14/99, 2,500 72,753 10,348 Purchase Call Eurodollar Ex 9/13/99, 1,000 8,598 9,403 Purchase Call Eurodollar Ex 6/14/99, 2,500 15,380 - Purchase Call Mar 99 USA Treasury Bonds Ex 3/20/99, 100,000 7,099 7,245 Purchase Call Sep 99 USA 10-year Treasury Notes Ex 2/15/00, 100,000 1,142 1,142 Purchase Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000 398 - Purchase Call USA Treasury Bonds Ex 12/13/99, 250,000 7,470 7,470 Purchase Call USA Treasury Bonds Ex 10/23/99, 100,000 7,914 12,789 Purchase Call USA Treasury Bonds Ex 11/20/99, 100,000 24,113 1,243 Purchase Call USA Treasury Bonds Ex 11/20/99, 100,000 12,413 9,150 Purchase Put Eurodollar Ex 9/13/99, 1,000 2,860 4,778 45
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Other Investments (continued) Futures Contracts: Dec 99 Muni Bond Index Ex 12/31/99, 100,000 - $13,284 Dec 99 Treasury Bonds - CBT Future Long Ex 12/31/99, 100,000 - (205,069) Dec 99 Treasury Bonds - CBT Future Short Ex 12/31/99, 100,000 - 235,709 10 Year US Treasury Notes-CBT Future Long Ex 12/31/99, 100,000 - 10,440 10 Year US Treasury Notes-CBT Future Short Ex 12/31/99, 100,000 - (14,340) 5 Year US Treasury Notes-CBT Future Long Ex 12/31/99, 100,000 - (13,363) June 00 Eurodollar-CME Future Long Ex 6/30/00, 250,000 - 6,788 June 00 Eurodollar-CME Future Short Ex 6/30/00, 250,000 - 7,685 June 99 Treasury Bonds - CBT Future Long Ex 6/30/99, 100,000 - (1,195,680) June 99 Treasury Bonds - CBT Future Short Ex 6/30/99, 100,000 - 384,350 10 Year US Treasury Notes-CBT Future Long Ex 6/30/99, 100,000 - (117,314) 10 Year US Treasury Notes-CBT Future Short Ex 6/30/99, 100,000 - 236,428 5 Year US Treasury Notes-CBT Future Long Ex 6/30/99, 100,000 - (424,669) 5 Year US Treasury Notes-CBT Future Short Ex 6/30/99, 100,000 - 524,277 Mar 00 Eurodollar-CME Future Short Ex 3/31/00, 250,000 - 37,580 5 Year US Treasury Notes-CBT Future Long Ex 3/31/00, 100,000 - (796) Mar 99 Eurodollar-CME Future Long Ex 3/31/99, 250,000 - 240,055 10 Year US Treasury Notes-CBT Future Long Ex 3/31/99, 100,000 - (97,273) Sep 99 Eurodollar-CME Future Long Ex 9/30/99, 250,000 - (1,485) Sep 99 Treasury Bonds - CBT Future Long Ex 9/30/99, 100,000 - (443,797) Sep 99 Treasury Bonds - CBT Future Short Ex 9/30/99, 100,000 - 163,889 10 Year US Treasury Notes-CBT Future Short Ex 9/30/99, 100,000 - 18,628 5 Year US Treasury Notes-CBT Future Long Ex 9/30/99, 100,000 - 62,608 5 Year US Treasury Notes-CBT Future Short Ex 9/30/99, 100,000 - (7,946) Sep 99 Eurodollar-CME Future Short Ex 9/13/99, 2,500 - 109,570 Realized Gain (Loss) on Future - - (241,999) 46
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Other Investments (continued) Written Options: Written Option Dec 99 United States Treasury Note 5 years Ex 11/20/99, 100,000, 28.00 ($11,228) ($4,585) Written Option Dec 99 United States Treasury Bond Ex 11/20/99, 100,000, 7.00 (5,744) (271) Written Option Dec 99 United States Treasury Note 5 years Ex 11/20/99, 1,000, 31.00 (12,236) (310) Written Option Euro Dollar Call Ex 7/16/99, 1,000, 27.00 (7,898) (3,578) Written Call Sep 99 5-year United States Treasury Note Ex 8/21/99, 100,000, 17.00 (9,701) (983) Written Call Sep 99 5-year United States Treasury Note Ex 8/21/99, 100,000, 16.00 (6,130) (3,370) Written Call USA Treasury Bonds Ex 2/19/00, 100,000, 45.00 (24,350) (2,447) Written Option USA Treasury Bonds Ex 11/20/99, 100,000, 8.00 (2,815) - Written Call USA Treasury Bonds Ex 11/30/99, 1,000, 35.00 (15,597) (11,638) Written Call April 99 USA Treasury Bonds Future Ex 3/20/99, 100,000, 15.00 (12,294) - Written Call April 99 USA Treasury Bonds Future Ex 3/20/99, 100,000, 8.00 (4,690) - Written Call April 99 USA Treasury Bonds Future Ex 4/17/99, 100,000, 25.00 (17,391) (9,563) Written Call April 99 USA Treasury Bonds Future Ex 4/17/99, 100,000, 14.00 (6,239) (1,746) Written Call Dec 99 USA 10-year Treasury Note Ex 10/23/99, 100,000, 10.00 (7,113) (6,794) Written Call Dec 99 USA 5-year Treasury Note Ex 2/19/00, 100,000, 18.00 (9,428) (1,541) Written Call Dec 99 USA 5-year Treasury Note Ex 11/20/99, 100,000, 61.00 (35,152) (3,317) Written Call Euro Dollar Ex 8/13/99, 2,500, 23.00 (6,153) (3,048) Written Call Euro Dollar Ex 3/13/00, 1,000, 31.00 (10,743) (8,758) Written Call June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 8.00 (1,815) - Written Call June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 53.00 (42,290) (22,023) Written Call June 99 USA Treasury Bonds Ex 3/20/99, 100,000, 38.00 (23,778) - Written Call June 99 USA Treasury Bonds Ex 3/19/99, 100,000, 9.00 (3,308) (349) Written Call June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 23.00 (17,437) (5,563) Written Call June 99 USA Treasury Bonds Ex 10/08/99, 100,000, 15.00 (6,919) (2,206) Written Call June 99 USA Treasury Notes Ex 5/22/99, 100,000, 42.00 (18,779) (486) Written Call June 99 USA Treasury Notes Ex 3/20/99, 100,000, 16.00 (8,630) - Written Call June 99 USA Treasury Notes Ex 5/22/99, 100,000, 46.00 (29,124) (439) 47
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Other Investments (continued) Written Options (continued): Written Call June 99 USA Treasury Notes Ex 5/22/99, 100,000, 12.00 ($8,160) $ - Written Call June 99 USA Treasury Notes Ex 5/22/99, 100,000, 46.00 (32,952) (20,594) Written Call Mar 00 USA Treasury Bonds Ex 2/19/00, 100,000, 44.00 (33,795) (3,518) Written Call Mar 99 USA Treasury Bonds Ex 3/20/99, 100,000, 18.00 (11,678) (416) Written Call Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 10.00 (4,925) - Written Call Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 24.00 (15,195) (19,118) Written Call Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 34.00 (14,167) (12,208) Written Call Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 19.00 (7,279) - Written Call Mar 99 USA Treasury Notes Ex 1/23/99, 100,000, 5.00 (1,056) - Written Call Sep 99 USA 5 years Treasury Note Ex 8/21/99, 100,000, 22.00 (9,116) - Written Call Sep 99 USA Treasury Bonds Ex 9/18/99, 100,000, 37.00 (15,848) (6,996) Written Call Sep 99 USA Treasury Notes Ex 8/21/99, 100,000, 57.00 (18,860) (8,240) Written Call Sep 99 USA Treasury Notes Ex 8/21/99, 100,000, 41.00 (17,646) (116) Written Call Sep 99 USA Treasury Notes Ex 6/19/99, 100,000, 15.00 (3,638) - Written Call Sep 99 USA Treasury Notes Ex 8/21/99, 100,000, 21.00 (13,358) (1,142) Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 15.00 (15,825) (11,065) Written Call Sep 99 USA Treasury Bonds Future Ex 6/19/99, 100,000, 8.00 (2,815) - Written Call Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 9.00 (6,964) - Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 1.00 (414) - Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 18.00 (6,615) (2,385) Written Call Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 47.00 (27,523) (9,321) Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 18.00 (3,521) - Written Call Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 22.00 (6,023) (2,228) Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 30.00 (27,869) (4,256) Written Call Sep 99 USA Treasury Bonds Future Ex 11/30/99, 100,000, 13.00 (4,371) (1,926) Written Call Sep 99 USA Treasury Bonds Future Ex 11/30/99, 100,000, 78.00 (57,931) (5,444) Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 84.00 (96,605) (10,458) 48
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Other Investments (continued) Written Options (continued): Written Call Sep 99 USA Treasury Bonds Future Ex 8/20/99, 100,000, 8.00 ($6,190) ($4,185) Written Call Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 108.00 (65,534) (10,841) Written Call USA Treasury Bonds Ex 1/22/00, 100,000, 14.00 (6,676) (4,589) Written Call USA Treasury Bonds Ex 2/19/00, 100,000, 27.00 (22,720) (3,156) Written Call USA Treasury Bonds Ex 10/23/99, 1,000, 20.00 (6,725) (3,900) Written Call USA Treasury Bonds Ex 10/23/99, 100,000, 2.00 (985) - Written Call USA Treasury Bonds Ex 9/18/99, 100,000, 4.00 (1,470) - Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 16.00 (8,505) - Written Call USA Treasury Bonds Ex 2/15/00, 100,000, 16.00 (11,630) - Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 29.00 (13,876) (10,515) Written Call USA Treasury Bonds Ex 10/23/99, 100,000, 20.00 (5,475) - Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 13.00 (4,231) (5,379) Written Call USA Treasury Bonds Ex 9/18/99, 100,000, 46.00 (24,077) (14,265) Written Call USA Treasury Bonds Ex 10/23/99, 100,000, 28.00 (14,665) - Written Call USA Treasury Bonds Ex 2/19/00, 100,000, 110.00 (154,863) (48,325) Written Call USA Treasury Bonds Ex 6/19/99, 100,000, 39.00 (13,223) - Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 82.00 (56,479) (17,303) Written Call USA Treasury Bonds Ex 9/10/99, 100,000, 20.00 (6,413) (7,838) Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 80.00 (70,713) (11,460) Written Call USA Treasury Bonds Ex 11/20/99, 100,000, 34.00 (24,995) (1,849) Written Call USA Treasury Bonds Ex 8/21/99, 100,000, 11.00 (8,543) (7,864) Written Call USA Treasury Bonds June 99 Ex 10/08/99, 100,000, 46.00 (45,015) (4,658) Written Call USA Treasury Notes Future Ex 9/18/99, 100,000, 10.00 (1,175) - Written Put June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 8.00 (4,940) (5,060) Written Put June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 52.00 (43,313) (20,406) Written Put June 99 USA Treasury Bonds Ex 5/22/99, 100,000, 30.00 (41,963) (34,350) Written Put Mar 00 USA Treasury Bonds Ex 2/19/00, 100,000, 19.00 (9,951) (9,951) 49
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Assets Held for Investment Purposes That Were Both Acquired And Disposed of Within the Plan Year For The Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4i) Description of Investment, Including Maturity Date, Proceeds Rate of Interest, Collateral, Cost of of Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Acquisitions Dispositions Other Investments (continued) Written Options (continued): Written Put Mar 99 USA Treasury Bonds Ex 3/15/99, 100,000, 19.00 ($7,279) ($1,330) Written Put Mar 99 USA Treasury Bonds Ex 3/19/99, 100,000, 22.00 (13,116) (2,833) Written Put Mar 99 USA Treasury Bonds Ex 2/20/99, 100,000, 21.00 (6,077) - Written Put Mar 99 USA Treasury Notes Ex 1/23/99, 100,000, 24.00 (3,195) - Written Put Sep 99 USA Treasury Bonds Future Ex 11/30/99, 100,000, 18.00 (4,365) - Written Put Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 15.00 (6,919) (3,863) Written Put Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 53.00 (31,603) (9,111) Written Put Sep 99 USA Treasury Bonds Future Ex 8/02/99, 100,000, 7.00 (3,776) - Written Put Sep 99 USA Treasury Bonds Future Ex 8/18/99, 100,000, 9.00 (3,167) - Written Put Sep 99 USA Treasury Bonds Future Ex 8/21/99, 100,000, 132.00 (117,260) (79,070) Written Put Sep 99 USA Treasury Bonds Future Ex 7/24/99, 100,000, 8.00 (2,440) - Written Put USA Treasury Bonds Ex 3/28/00, 100,000, 16.00 (7,380) (2,620) Written Put USA Treasury Bonds Ex 10/23/99, 100,000, 6.00 (5,580) (2,108) Written Put USA Treasury Bonds Ex 11/20/99, 100,000, 51.00 (39,805) (67,851) Written Put USA Treasury Bonds Ex 9/18/99, 1,000, 100.00 (49,250) - Written Put Euro Dollar 93.5 Ex 2/28/00, 250,000, 51.00 (44,443) (26,045) Written Put USA Treasury Bonds Ex 6/19/99, 1, 20.00 (10,163) (5,150) Securities Sold Short: TBA Federal Home Loan Mortgage Corporation Gold SF Certificate 15 years 5.50%, 6/15/49, 180,000 ($173,025) ($173,025) 50
401(k) SAVINGS PLAN OF THE CHASE MANHATTAN BANK AND CERTAIN AFFILIATED COMPANIES Schedule of Five Percent Reportable Transactions For the Year Ended December 31, 1999 (IRS Form 5500 - Schedule H - Part IV - Line 4j) Acquisitions Dispositions -------------------- ----------------------------------------------------- Description of Assets Number Cost Number Proceeds Cost Realized Gain Single Transactions Under Section 2520, 103-6 (c)(1)(i) Barclays Global Investors Equity Index Fund $ - 1 $818,138,955 $ 459,771,523 $ 358,367,432 BGI Equity Index Fund 1 818,138,955 - - - Series Transactions Under Section 2520, 103-6 (c)(1)(ii) Barclays Global Investors Equity Index Fund 7 27,900,000 3 821,288,955 461,592,234 359,696,721 BGI Equity Index Fund 42 864,720,638 92 70,775,718 70,105,329 670,389 New York Life Insurance Company GAC # 31021 49 214,761,033 53 166,859,076 166,859,076 - The Chase Manhattan Corporation Common Stock 65 379,483,359 77 529,981,357 318,341,746 211,639,611 The Chase Bank Domestic Liquidity Fund 705 1,059,566,646 554 992,240,193 992,240,193 - Vista U. S. Government Money Market Fund 162 143,167,458 93 143,859,419 143,859,419 - Note the threshold for reporting transactions under Department of Labor provisions is five percent of the fair value of the Plan's assets at the beginning of the year of $5,019,980,724. This amount for the year ended December 31, 1999 is $250,999,036. 51
EXHIBIT INDEX Exhibit No. Exhibit Page 23 Consent of Independent Auditors 54 & 55 52
SIGNATURE Pursuant to the requirements of the Securities Exchange of Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. THE CHASE MANHATTAN CORPORATION By: _/S/ Joseph L. Sclafani __________________________________ Joseph L. Sclafani The Chase Manhattan Corporation Controller (Principal Accounting Officer) Date: June 23, 2000 53
Exhibit 23 CONSENT OF INDEPENDENT AUDITORS To the Participants and Plan Administrator of the 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies: We consent to the incorporation by reference in the registration statement (No. 33-01776) on Form S-8 of The Chase Manhattan Corporation of our report dated June 16, 2000, relating to the statement of net assets available for benefits of the 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies as of December 31, 1999 and the related statement of changes in net assets available for benefits for the year then ended, and all related schedules, which report appears in the December 31, 1999 annual report on Form 11-K of the 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies. Mitchell & Titus, LLP New York, New York June 23, 2000 54
Exhibit 23 CONSENT OF INDEPENDENT AUDITORS To the Participants and Plan Administrator of the 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies: We consent to the incorporation by reference in the registration statement (No. 33-01776) on Form S-8 of The Chase Manhattan Corporation of our report dated June 18, 1999, relating to the statement of net assets available for benefits of the 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies as of December 31, 1998, and the related statement of changes in net assets available for benefits for the year then ended, which report appears in the December 31, 1999 annual report on Form 11-K of the 401(k) Savings Plan of The Chase Manhattan Bank and Certain Affiliated Companies. KPMG LLP New York, New York June 23, 2000 55