CHASE MANHATTAN CORP /DE/
8-K, 1997-04-18
NATIONAL COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

               CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                           THE SECURITIES ACT OF 1934


Date of Report:  April 18, 1997             Commission file number 1-5805
                --------------                                     ------



                        THE CHASE MANHATTAN CORPORATION
             (Exact name of registrant as specified in its charter)


       Delaware                                              13-2624428
(State or other jurisdiciton                             (I.R.S. Employer
 of incorporation)                                        Indentification No.)



     270 Park Avenue, New York, NY                               10017
(Address of principal executive offices)                       (Zip Code)




Registrant's telephone number, including area code (212) 270-6000

                                       1
<PAGE>

Item 5. Other Events
- --------------------

     On April 15, 1997,  The Chase  Manhattan  Corporation  (the  "Corporation")
reported  net income of $927  million,  including  merger-related  restructuring
costs,  compared  with a loss of $89  million in the 1996 first  quarter  (which
included the  merger-related  charge of $1.026 billion).  On an operating basis,
net  income in the 1997  first  quarter  was $946  million,  compared  with $867
million in the 1996 first quarter.

     In connection with reporting its 1997 first quarter results, management of
the Corporation  reaffirmed  its operating performance targets  for  1997. These
include:  (i) annual growth in operating  earnings per share of 15%; (ii) return
on average  common equity of 19%;  (iii) an efficiency  ratio of 54%-55%;  (iv)
annual  operating  revenue  growth of 6%-8%;  (v)  annual  growth in  underlying
operating  non-interest expense (that is, operating  non-interest expense before
giving effect to any  merger-related  cost savings) of  5%-6%;  (vi) incremental
merger  savings  of  approximately  $635-$680  million;  and  (vii)  substantial
completion of its previously announced common stock buy-back program.


     With respect to credit  quality,  management stated that it expected credit
card net charge-offs  to increase  in the second quarter of 1997 and to decline
thereafter.  Management also indicated that it currently  projected  credit card
net charge-offs,  as a percentage of average managed credit card receivables, to
be approximately 5.6% for full year 1997.

     With  respect to capital policies, management indicated that it intended to
redeem  certain  series of preferred  stock which become  callable in the second
quarter of the year. Finally,  management indicated that it had taken actions to
reduce the  Corporation's  interest rate  sensitivity,  and that as of March 31,
1997, the Corporation's earnings at risk to an immediate 100 basis point rise in
interest rates is estimated to be approximately 2% of the Corporation's 
projected after-tax net income.  An immediate 100 basis point rise in interest 
rates is an hypothetical  rate  scenario,  used to measure  risk,  and does not
necessarily represent management's current view of future market developments.

     A copy of the Corporation's press release is attached as an exhibit hereto.
That press release and this Current Report on Form 8-K contain statements that 
are forward-looking  within the meaning of the Private Securities Litigation 
Reform Act of 1995.  Such  statements  are subject to risks and  uncertainties  
and the Corporation's  actual results may differ materially from those set forth
in such forward-looking  statements.  Factors  that would  affect the  prospects
of the Corporation's business are discussed in the Annual Report to Stockholders
on Form 10-K for the year ended December 31, 1996.


                                       2
<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits


The following exhibits are filed with this report:


Exhibit Number                                   Description
- --------------                                   -----------

    99.1                          Press Release - 1997 First Quarter Earnings.


                                       3
<PAGE>


                                   SIGNATURE



Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.









                                               THE CHASE MANHATTAN CORPORATION
                                                        (Registrant)




Dated April 18, 1997                            by   /s/JOSEPH L. SCLAFANI
      --------------                               ------------------------
                                                   Joseph L. Sclafani
                                                   Controller
                                                  [Principal Accounting Officer]


                                       4
<PAGE>
                                 

                                 EXHIBIT INDEX



Exhibit Number                    Description             Page at Which Located
- --------------                    -----------             ---------------------

    99.1               Press Release - 1997 First                   
                                       Quarter Earnings             6





                                       5
<PAGE>






 
Investor Contact:  John Borden                   Press Contacts:  Kathleen Baum
                   212-270-7318                                   212-270-5089
                                                                  John Stefans
    For Immediate Release                                         212-270-7438


     Chase's Operating Income Rises to $946 million in the 1997 First Quarter
     ------------------------------------------------------------------------

New York, April 15, 1997 - The Chase Manhattan  Corporation today reported fully
diluted earnings per share of $2.01, before merger-related  restructuring costs,
an eleven  percent  increase  from $1.81 in the first  quarter of 1996.  Primary
earnings per share were $2.02 compared with $1.82 in the same 1996 quarter.

Operating net income in the 1997 first quarter rose nine percent to $946 million
from $867 million in the same 1996 quarter.

   First Quarter 1997 Highlights
   -----------------------------

   - Revenue on a managed basis grew five percent, led by strong global markets,
     credit card and mortgage banking  revenues,  and higher custody, trust and
     asset management fees 
   - Expenses declined two percent, reflecting incremental merger savings of 
     $205 million and underlying  growth of six percent
   - Return  on  average  common  stockholders' equity  rose to  19.5  percent,
     compared with 18.0 percent 
   - The efficiency ratio on a managed basis improved to 54.5 percent from 58.0
     percent
   - The Corporation  repurchased  $609 million of its common equity during the
     quarter

     "First quarter earnings  reflect the benefits of Chase's balanced  business
portfolio, with key wholesale and retail areas contributing solid results," said
Walter V. Shipley,  chairman and chief executive officer.  "While revenue growth
in the quarter was lower than our 1997 target,  financial  performance continues
to be strong,  as demonstrated by the significant  improvement in the efficiency
ratio and a higher return on equity."

     Including merger-related  restructuring costs, net income in the 1997 first
quarter was $927 million,  compared with a loss of $89 million in the prior-year
first quarter,  which included a merger related charge of $1,026 million, net of
taxes, and special items totaling $70 million, net of taxes. 


                                       6
<PAGE>

LINE OF BUSINESS RESULTS

Global Wholesale Banking
- ------------------------

     Operating net income for Global  Wholesale  Banking in the first quarter of
1997  rose five  percent  from the  first  quarter  of 1996,  due  primarily  to
significant revenue growth throughout Chase's global markets  businesses.  Total
trading  revenues were $586 million,  including $173 million of  trading-related
net  interest  income,  reflecting  higher  foreign  exchange,  derivatives  and
securities results worldwide. Global markets also benefited from higher treasury
revenues in the 1997 first quarter in keeping with the  Corporation's  policy of
managing  this  function on a total return  basis.  Revenues  from Chase Capital
Partners,  while in line with the last eight  quarters,  declined from extremely
strong first quarter 1996 levels.

     Net  income  from  global  services  rose by 21  percent  in the 1997 first
quarter.  Revenues  within  global  investor  services  and  global  trust  were
particularly  strong,  reflecting active new business pipelines.  Net income for
global asset  management and private  banking  increased  eight percent,  due to
higher assets under management and increased client activity.

     Global investment banking and corporate lending results declined,  compared
with first  quarter 1996 levels.  While loan  syndication  volume  increased and
Chase  maintained  its lead  position  in the  market,  a  change  in the mix of
business within the quarter led to lower transaction fees than in the prior-year
quarter.  Revenues from securities underwriting  increased,  particularly in the
high yield area where Chase's market share grew substantially.

Regional and Nationwide Consumer Banking
- ----------------------------------------

     Regional and  Nationwide  Consumer  Banking  operating net income rose four
percent in the 1997 first quarter, reflecting a six percent increase in revenues
and flat expenses, offset in part by higher loan losses, primarily in the credit
card business.

     Credit  card  results  were  lower in the  first  quarter  of 1997 than the
year-ago  quarter,  reflecting  higher  credit card  charge-offs  and  increased
spending related to the launch of the Wal-Mart  co-branded  credit card.  Credit
card revenues grew 15 percent, benefiting from an increase of over $2 billion in
average managed receivables and the effect of higher fees and risk-based pricing
initiatives.

     Mortgage banking net income more than doubled in the first quarter of 1997.
Revenues increased 13 percent,  reflecting higher levels of servicing assets and
mortgage  loans and sharply lower expenses due to the  reengineering  of Chase's
mortgage originations business.



                                       7
<PAGE>

     Net income for national  consumer  finance declined 21 percent in the first
quarter of 1997,  the result of several  one-time  items.  These factors  offset
solid  revenue  and  income  growth  in a number  of  Chase's  consumer  finance
businesses, particularly in auto finance, where managed receivables increased by
$5 billion from 1996 first quarter levels.

     Net income  for  Chase's  deposit  and  investment  business  increased  25
percent, the result of significant expense reductions from branch consolidations
and other initiatives.

     Net  income  for Texas  Commerce  Bank,  Middle  Market  and  International
Consumer were relatively stable with last year's levels.


CORPORATE FINANCIAL RESULTS

Asset Quality
- -------------

     Total managed  consumer net  charge-offs  in the first quarter of 1997 were
$422  million,  of which $209  million  were  related to assets  retained on the
balance sheet.  That compared with net  charge-offs of $315 million in the first
quarter of 1996, of which $210 million were related to retained assets.

     Managed  credit card net  charge-offs  were $358  million in the 1997 first
quarter or 5.66 percent of average managed receivables.  That compared with $270
million, and 4.66 percent of average managed receivables in the prior-year first
quarter.

     Total  commercial net charge-offs  were $10 million in the first quarter of
1997 compared with $44 million in the first quarter of 1996.

    Nonperforming assets, at March 31, 1997, were $1,126 million, compared with
$1,151 million on December 31, 1996, and $1,686 million on March 31, 1996.

     At March 31, 1997,  the aggregate  allowances for credit losses were $3,695
million and $3,683 million on the same date a year ago.

Other Financial Data
- --------------------

     Total revenue in the 1997 first quarter was $4,150 million,  which included
a $44 million gain on the sale of a non-strategic  foreign investment,  compared
with $4,035 million in the first 1996 quarter.

     Total  noninterest  expense of $2,417 million in the first quarter of 1997,
included  $50  million of costs due to the  accelerated  vesting of  stock-based
incentive awards.



                                       8
<PAGE>

    During the 1997 first quarter, the Corporation purchased approximately 6.1 
million common shares as part of a stock repurchase plan announced in October of
1996.  The Corporation reissued approximately 3.6 million treasury shares under 
the Corporation's employee benefit plans, resulting in a net repurchase of 2.5 
million shares ($279 million) of its common stock.

                                     # # #


     Note: On March 31, 1996, The Chase  Manhattan  Corporation  merged with and
     into  Chemical  Banking  Corporation.  Upon  consummation  of  the  merger,
     Chemical  changed its name to The Chase Manhattan  Corporation.  The merger
     was  accounted  for  as  a  pooling-of-interests   and,  accordingly,   the
     information  included in this release reports the combined results of Chase
     and  Chemical  as though  the  merger  had been in effect  for all  periods
     presented.



                                       9
<PAGE>
<TABLE>
<CAPTION>




                                         THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                                       FINANCIAL HIGHLIGHTS
                                       (in millions, except per share, ratio and unit data)

                                                                                        Three Months Ended
                                                                                              March 31,
                                                                                    -------------------------------
                                                                                      1997                  1996
                                                                                    ---------            --------
   EARNINGS:
<S>                                                                                 <C>                  <C>    
   Income Before Restructuring Costs                                                $    946             $   937
   Restructuring Costs (After-Tax)                                                       (19)(a)          (1,026)(a)
                                                                                    --------              ------    
   Net Income (Loss)                                                                $    927             $   (89)
                                                                                    ========             ======= 
   Net Income (Loss) Applicable to Common Stock                                     $    872             $  (143)
                                                                                    ========             ======= 


   INCOME PER COMMON SHARE:
   Primary:
       Income Before Restructuring Costs                                            $   2.02             $   1.98
       Restructuring Costs (After-Tax)                                                 (0.04)(a)            (2.30)(a)
                                                                                    --------             --------    
       Net Income (Loss)                                                            $   1.98             $  (0.32)
                                                                                    ========             ======== 
   Assuming Full Dilution:
       Income Before Restructuring Costs                                            $   2.01             $   1.97
       Restructuring Costs (After-Tax)                                                 (0.04)(a)            (2.29)(a)
                                                                                    --------             --------    
       Net Income (Loss)                                                            $   1.97             $  (0.32)
                                                                                    ========             ======== 

   PER COMMON SHARE:
   Book Value at March 31,                                                          $  42.59             $  39.41
   Market Value at March 31,                                                        $  93.88             $  70.50
   Common Stock Dividends Declared (b)                                              $   0.62             $   0.56

   COMMON SHARES OUTSTANDING:
   Average Common and Common Equivalent Shares                                         441.0                446.1
   Average Common Shares Assuming Full Dilution                                        442.6                449.1
   Common Shares at Period End                                                         428.3                434.3

   PERFORMANCE RATIOS: (Average Balances)(c)
   Income Before Restructuring Costs:
       Return on Assets                                                                 1.13%                1.20%
       Return on Common Stockholders' Equity                                           19.54%               19.53%
       Return on Total Stockholders' Equity                                            18.15%               18.09%
   Net Income:
       Return on Assets                                                                 1.11%                  NM
       Return on Common Stockholders' Equity                                           19.12%                  NM
       Return on Total Stockholders' Equity                                            17.78%                  NM
   Efficiency Ratio (d)                                                                   58%                  60%
   Efficiency Ratio - Excluding Securitizations(d)                                        55%                  58%

   CAPITAL RATIOS AT MARCH 31:
   Common Stockholders' Equity to Assets                                                 5.4%                 5.7%
   Total Stockholders' Equity to Assets                                                  6.1%                 6.5%
   Tier 1 Leverage  (e)                                                                  6.9%                 6.4%
   Risk-Based Capital: (e)
       Tier 1 (4.0% required)                                                            8.4% *               7.9%
       Total (8.0% required)                                                            12.1% *              12.0%

   FULL-TIME EQUIVALENT EMPLOYEES AT MARCH 31,                                        67,877               71,311

<FN>
 (a) Reflects   merger-related   restructuring   charge  of  $1,022  million,
     after-tax,  which was  recorded on March 31, 1996.  In addition,  after-tax
     merger-related  expenses  were incurred ($4 million in the first quarter of
     1996 and $19 million in the first quarter of 1997) and  recognized  under an
     existing accounting  pronouncement.
 (b) The Corporation  increased its quarterly common stock dividend to $0.62
     per share, from $0.56 per share, in the first quarter of 1997.
 (c) Performance ratios are based on annualized amounts.
 (d) Excludes restructuring costs, foreclosed property expense and nonrecurring
     items.
 (e) The 1997 ratios include the impact of the issuance of $550 million of 
     preferred stock (the "Series A Preferred Shares")of Chase Preferred Capital
     Corporation, and the issuance of $1,390 million of Guaranteed Preferred
     Beneficial Interests in Corporation's Junior Subordinated Deferrable 
     Interest Debentures (the "Capital Securities").
   *Estimated
   NM - As a result of the loss, these ratios are not meaningful.
</FN>
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                         THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                                 CONSOLIDATED STATEMENT OF INCOME
                                               (in millions, except per share data)

                                                                                                 Three Months Ended
                                                                                   ------------------------------------------------
                                                                                     Mar. 31,          Dec. 31,          Mar. 31,
                                                                                       1997              1996              1996
                                                                                   -------------     --------------     -----------
INTEREST INCOME
<S>                                                                                 <C>               <C>              <C>     
Loans                                                                               $   3,112         $   3,048        $  3,241
Securities                                                                                722               767             720
Trading Assets                                                                            626               615             413
Federal Funds Sold and Securities Purchased Under Resale Agreements                       559               571             501
Deposits with Banks                                                                       106                97             172 
                                                                                    ---------          --------         ------- 
    Total Interest Income                                                               5,125             5,098           5,047 
                                                                                     ========          ========         ======= 

INTEREST EXPENSE
Deposits                                                                                1,515             1,520           1,644
Short-Term and Other Borrowings                                                         1,302             1,304           1,026
Long-Term Debt                                                                            257               233             227 
                                                                                    ---------         ---------        -------- 
    Total Interest Expense                                                              3,074             3,057           2,897
                                                                                    ---------         ---------        --------

NET INTEREST INCOME                                                                     2,051             2,041           2,150(a)
Provision for Credit Losses                                                               220               182             245 
                                                                                    ---------         ---------        -------- 
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES                                   1,831             1,859           1,905  
                                                                                    ---------         ---------        --------
 

NONINTEREST REVENUE
Corporate Finance and Syndication Fees                                                    168               213             224
Trust, Custody, and Investment Management Fees                                            310               294             285
Credit Card Revenue                                                                       278               320             233
Service Charges on Deposit Accounts                                                        91                98              99
Fees for Other Financial Services                                                         383               377             378
Trading Revenue                                                                           422               289             355
Securities Gains                                                                          101                25              52
Revenue from Equity-Related Investments                                                   164               172             223
Other Revenue                                                                             182(b)            109              36(c)
                                                                                   ----------         ---------        --------   
    Total Noninterest Revenue                                                           2,099             1,897           1,885 
                                                                                   ----------         ---------        -------- 

NONINTEREST EXPENSE
Salaries                                                                                1,124(d)          1,070           1,076
Employee Benefits                                                                         222               185             305(e)
Occupancy Expense                                                                         187               192             221
Equipment Expense                                                                         190               180             184
Foreclosed Property Expense                                                                 3                (1)             (9)
Other Expense                                                                             691               677             660 
                                                                                   ----------         ---------        -------- 
    Total Noninterest Expense Before Restructuring Charge                               2,417             2,303           2,437
Restructuring Charge and Expenses                                                          30               104           1,656 
                                                                                   ----------         ---------        -------- 
    Total Noninterest Expense                                                           2,447             2,407           4,093 
                                                                                   ----------         ---------        -------- 

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)                                       1,483              1,349           (303)
Income Tax Expense (Benefit)                                                              556                513           (214)(f)
                                                                                   ----------         ----------      ---------    

NET INCOME (LOSS)                                                                   $     927         $      836       $    (89)
                                                                                    =========         ==========       ======== 
NET INCOME (LOSS)  APPLICABLE TO COMMON STOCK                                       $     872         $      781       $   (143)
                                                                                    =========         ==========       ======== 

NET INCOME (LOSS) PER COMMON SHARE:
    Primary                                                                         $    1.98         $     1.74       $  (0.32)
                                                                                    =========         ==========       ======== 
    Assuming Full Dilution                                                          $    1.97         $     1.74       $  (0.32)
                                                                                    =========         ==========       ======== 

<FN>
(a)  Includes $54 million of interest related to tax audit settlements.
(b)  Includes $44 million gain on the sale of a partially-owned foreign
     investment.
(c)  Includes $60 million loss on the sale of a building in Japan.
(d)  Includes $50 million of costs for the accelerated vesting of stock-based
     incentive awards as a result of the improvement in the Corporation's stock
     price.
(e)  Includes $40 million charge related to combining the Corporation's foreign
     retirement plans.
(f)  Includes tax benefits related to the restructuring charge as well as 
     aggregate tax benefits and refunds. 
</FN>
</TABLE>

Certain amounts have been reclassfied to conform to current presentation.

                                       11
<PAGE>
<TABLE>
<CAPTION>

                                          THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                                     NONINTEREST REVENUE DETAIL
                                                            (in millions)

                                                                                                Three Months Ended
                                                                                   ------------------------------------------
                                                                                    Mar. 31,       Dec. 31,        Mar. 31,
                                                                                      1997           1996            1996
                                                                                   -----------     ----------      ----------

FEES FOR OTHER FINANCIAL SERVICES:
<S>                                                                                <C>              <C>             <C>    
Fees in Lieu of Compensating Balances                                              $     81         $    72         $    74
Commissions on Letters of Credit and Acceptances                                         72              78              89
Mortgage Servicing Fees                                                                  56              45              50
Loan Commitment Fees                                                                     27              28              30
Other Fees                                                                              147             154             135 
                                                                                   --------         -------         ------- 
    Total                                                                          $    383         $   377         $   378 
                                                                                   ========         =======         ======= 

TRADING-RELATED REVENUE: (a)
Interest Rate Contracts                                                             $   183         $    85         $   146
Foreign Exchange Revenue                                                                169             103             140
Debt Instruments and Other                                                              243             269             230 
                                                                                    -------         -------         ------- 
    Total                                                                           $   595         $   457         $   516 
                                                                                    =======         =======         ======= 

OTHER REVENUE:
Residential Mortgage Origination/Sales Activities                                   $    31         $    22         $    28
Net Losses on Emerging Markets Securities Sales                                          --             (15)            (35)
Gain on Sale of a Partially-owned Foreign Investment                                     44              --              --
Loss on Sale of a Building in Japan                                                      --              --             (60)
All Other Revenue                                                                       107             102             103 
                                                                                    -------         -------         ------- 
    Total                                                                           $   182         $   109         $    36 
                                                                                    =======         =======         ======= 

<FN>
(a) Includes net interest income attributable to trading activities.
</FN>
</TABLE>
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                          THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                                     NONINTEREST EXPENSE DETAIL
                                                            (in millions)


                                                                                                Three Months Ended
                                                                                   ------------------------------------------
                                                                                    Mar. 31,       Dec. 31,        Mar. 31,
                                                                                      1997           1996            1996
                                                                                   -----------     ----------      ----------

OTHER EXPENSE:
<S>                                                                                 <C>             <C>             <C>    
Professional Services                                                               $   133         $   133         $   129
Marketing Expense                                                                       103             110              90
Telecommunications                                                                       75              77              85
Amortization of Intangibles                                                              41              42              43
Minority Interest                                                                        19(a)           18(a)            9
All Other                                                                               320             297             304 
                                                                                    -------         -------         ------- 
    Total                                                                           $   691         $   677         $   660 
                                                                                    =======         =======         ======= 

<FN>
(a)  Includes minority interest related to the Series A Preferred Shares of 
     $11 million in the first quarter 1997 and $13 million in the fourth quarter
     1996.
</FN>
</TABLE>

                                       12
<PAGE>
<TABLE>
<CAPTION>

                                      THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                                 CONSOLIDATED BALANCE SHEET
                                                        (in millions)
                                                                                               March 31,       March 31,
                                                                                                 1997            1996
                                                                                               ----------      ----------
   ASSETS
<S>                                                                                           <C>              <C>      
   Cash and Due from Banks                                                                    $   14,349       $  10,846
   Deposits with Banks                                                                             3,298           6,257
   Federal Funds Sold and Securities
       Purchased Under Resale Agreements                                                          34,554          19,292
   Trading Assets:
       Debt and Equity Instruments                                                                34,753          24,804
       Risk Management Instruments                                                                32,725(a)       23,641
   Securities:
       Available-for-Sale                                                                         40,372          38,646
       Held-to-Maturity                                                                            3,603           4,398
   Loans (Net of Allowance for Loan Losses of $3,550 in 1997 and $3,683 in 1996)                 152,332(a)      145,648
   Premises and Equipment                                                                          3,640           3,801
   Due from Customers on Acceptances                                                               2,280           2,053
   Accrued Interest Receivable                                                                     3,215           2,489
   Other Assets                                                                                   15,217          20,109 
                                                                                              ----------       --------- 
       TOTAL ASSETS                                                                           $  340,338       $ 301,984 
                                                                                              ==========       ========= 

   LIABILITIES
   Deposits:
     Domestic:
       Noninterest-Bearing                                                                    $   39,932       $  32,984
       Interest-Bearing                                                                           66,685          63,619
     Foreign:
       Noninterest-Bearing                                                                         4,066           4,100
       Interest-Bearing                                                                           65,347          68,231 
                                                                                              ----------        -------- 
   Total Deposits                                                                                176,030         168,934
   Federal Funds Purchased and Securities
       Sold Under Repurchase Agreements                                                           55,939          37,369
   Commercial Paper                                                                                3,780           4,867
   Other Borrowed Funds                                                                            7,819           7,879
   Acceptances Outstanding                                                                         2,280           2,060
   Trading Liabilities                                                                            46,147          33,025
   Accounts Payable, Accrued Expenses and Other Liabilities                                       13,242(a)       15,106
   Long-Term Debt                                                                                 12,419          12,977
   Guaranteed Preferred Beneficial Interests in Corporation's
       Junior Subordinated Deferrable Interest Debentures                                          1,390(b)           --   
                                                                                              ----------        --------   
       TOTAL LIABILITIES                                                                         319,046         282,217 
                                                                                              ----------        -------- 

   PREFERRED STOCK OF SUBSIDIARY                                                                     550(c)           --
                                                                                              ----------        --------
 
   STOCKHOLDERS' EQUITY
   Preferred Stock                                                                                 2,500           2,650
   Common Stock                                                                                      441             438
   Capital Surplus                                                                                10,299          10,558
   Retained Earnings                                                                               9,235           6,969
   Net Unrealized Loss on Securities Available-for-Sale, Net of Taxes                              (559)           (610)
   Treasury Stock, at Cost                                                                       (1,174)           (238)
                                                                                              ---------       --------- 
       TOTAL STOCKHOLDERS' EQUITY                                                                20,742          19,767 
                                                                                              ---------       --------- 
       TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY
          AND STOCKHOLDERS' EQUITY                                                            $ 340,338       $ 301,984 
                                                                                              =========       ========= 

<FN>
(a)  At March 31, 1997, in accordance with a recently issued accounting 
     pronouncement, the allowance for credit losses has been allocated into 
     three components: a $3,550 million allowance for loan losses, which is 
     reported net in Loans; an allowance for credit losses on derivative and 
     foreign exchange financial instruments of $75 million, which is reported 
     net in Trading Assets - Risk Management Instruments; and an allowance for 
     credit losses on letters of credit and guarantees of $70 million, which is
     reported in Other Liabilities. Prior period amounts have not been 
     reclassified due to immateriality.
(b)  Reflects issuances, by subsidiaries of the Corporation, in the fourth 
     quarter 1996 and first quarter 1997 of Capital Securities which qualify as
     Tier l Capital for the Corporation.
(c)  Reflects the issuance in September 1996 of Series A Preferred Shares, which
     qualify as Tier I Capital for the Corporation.
</FN>
</TABLE>
                                       13
<PAGE>
<TABLE>
<CAPTION>

                                    THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                              CONSOLIDATED STATEMENT OF CHANGES
                                                   IN STOCKHOLDERS' EQUITY
                                                        (in millions)
                                                                                        Three Months Ended
                                                                                              March 31,
                                                                                   --------------------------------
                                                                                       1997                1996
                                                                                   -------------       ------------

    PREFERRED STOCK:
<S>                                                                                 <C>                <C>      
    Balance at Beginning of Year                                                    $   2,650          $   2,650
    Redemption of Stock                                                                  (150)                --   
                                                                                    ---------          ---------   
    Balance at End of Period                                                        $   2,500          $   2,650 
                                                                                    ---------          --------- 

    COMMON STOCK:
    Balance at Beginning of Year                                                    $     441          $     458
    Retirement of Treasury Stock                                                           --                (20)
                                                                                    ---------          --------- 
    Balance at End of Period                                                        $     441          $     438 
                                                                                    ---------          --------- 

    CAPITAL SURPLUS:
    Balance at Beginning of Year                                                    $  10,459          $  11,075
    Retirement of Treasury Stock                                                           --               (433)
    Shares Issued for Employee Stock-Based
       Awards and Certain Related Tax Benefits                                           (160)               (84)
                                                                                    ---------          --------- 
    Balance at End of Period                                                        $  10,299          $  10,558 
                                                                                    ---------          --------- 

    RETAINED EARNINGS:
    Balance at Beginning of Year                                                    $   8,627          $   7,997
    Net Income (Loss)                                                                     927                (89)
    Retirement of Treasury Stock                                                           --               (557)
    Cash Dividends Declared:
       Preferred Stock                                                                    (55)               (54)
       Common Stock                                                                      (265)              (328)(a)
    Accumulated Translation Adjustment                                                      1                 --   
                                                                                    ---------          ---------   
    Balance at End of Period                                                        $   9,235          $   6,969 
                                                                                    ---------          --------- 

    NET UNREALIZED LOSS ON SECURITIES AVAILABLE-FOR-SALE:
    Balance at Beginning of Year                                                    $    (288)         $    (237)
    Net Change in Fair Value of Securities Available-for-Sale,
       Net of Taxes                                                                      (271)              (373)
                                                                                    ---------          --------- 
    Balance at End of Period                                                        $    (559)         $    (610)
                                                                                    ---------          --------- 

    COMMON STOCK IN TREASURY, AT COST:
    Balance at Beginning of Year                                                    $    (895)         $  (1,107)
    Retirement of Treasury Stock                                                           --              1,010
    Purchase of Treasury Stock                                                           (609)              (708)
    Reissuance of Treasury Stock                                                          330                567 
                                                                                    ---------          --------- 
    Balance at End of Period                                                        $  (1,174)         $    (238)
                                                                                    ---------          --------- 

    TOTAL STOCKHOLDERS' EQUITY                                                      $  20,742          $  19,767 
                                                                                    =========          ========= 

<FN>
(a) Includes fourth quarter 1995 common stock dividends of $80 million  declared
and paid by old Chase in the 1996 first quarter.
</FN>
</TABLE>

                                       14
<PAGE>
<TABLE>
<CAPTION>


                                             THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                                        CREDIT RELATED INFORMATION
                                                               (in millions)

                                                   Loans Outstanding                   Nonperforming Assets
                                               --------------------------         ----------------------------
                                                        March 31,                          March 31,
                                                    1997            1996            1997             1996
                                                 ----------      ----------       --------         --------
DOMESTIC COMMERCIAL:
<S>                                              <C>             <C>              <C>              <C>     
   Commercial Real Estate                        $   5,751       $   6,514        $   206          $    442
   Other Commercial                                 42,484          38,101            368               476
                                                 ---------       ---------        -------          --------
     Total Commercial Loans                         48,235          44,615            574               918
                                                 ---------       ---------        -------          --------
Domestic Consumer:
   Residential Mortgage                             36,586          35,908            267               246
   Credit Card                                      11,145          13,704             --                --
   Other Consumer                                   21,020          19,449             36                37
                                                 ---------        --------        -------          --------
     Total Consumer Loans                           68,751          69,061            303               283
                                                 ---------        --------        -------          --------
Total Domestic Loans                               116,986         113,676            877             1,201
Foreign                                             38,896          35,655            121               336
                                                 ---------       ---------        -------          --------
Total Loans                                      $ 155,882       $ 149,331            998             1,537
                                                 =========       =========        

Assets Acquired as Loan Satisfactions                                                 128               149
                                                                                  -------           -------
Total Nonperforming Assets                                                        $ 1,126          $  1,686
                                                                                  =======             =====

Assets Held For Accelerated Disposition                                           $   229          $    212
                                                                                  =======          ========
</TABLE>
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                            March 31,
                                                                                  ---------------------------- 
                                                                                    1997             1996
                                                                                  --------         --------
NET CHARGE-OFFS:
  Domestic Commercial:
<S>                                                                               <C>              <C>     
    Commercial Real Estate                                                        $    (4)         $    (4)
    Other Commercial                                                                   14               48
                                                                                  -------          -------
      Total Commercial                                                                 10               44  
                                                                                  -------          -------  
  Domestic Consumer:
    Residential Mortgage                                                                7                8
    Credit Card                                                                       150              165
    Other Consumer                                                                     52               37
                                                                                  -------          -------
      Total Consumer                                                                  209              210
                                                                                  -------          -------
  Total Domestic Net Charge-offs                                                      219              254
  Foreign                                                                               1               (9)
                                                                                  -------          ------- 
Subtotal Net Charge-offs                                                              220              245
  Charge Related to Conforming Credit Card Charge-off Policies                         --              102
                                                                                  -------          -------
Total Net Charge-offs                                                             $   220          $   347
                                                                                  =======          =======
</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>

                                             THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                                      CREDIT CARD RELATED INFORMATION
                                                       (in millions, except ratios)

                                                                                        As of or For The
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                  -------------------------------
                                                                                       1997              1996
                                                                                  -------------      ------------
MANAGED CREDIT CARD PORTFOLIO:
<S>                                                                               <C>                <C>       
Average Managed Credit Card Receivables                                           $  25,318          $   23,183
Past Due 90 Days & Over and Accruing                                              $     622          $      495
  As a Percentage of Average Credit Card Receivables                                   2.46%               2.15%
Net Charge-offs                                                                   $     358(a)       $      270(a)
  As a Percentage of Average Credit Card Receivables                                   5.66%               4.66%

(a)   Excludes a charge related to conforming credit card charge-off policies.



FAVORABLE (UNFAVORABLE) IMPACT OF CREDIT CARD                                          Three Months Ended
 SECURITIZATIONS ON REPORTED CONSOLIDATED                                                   March 31,
   STATEMENT OF INCOME LINE ITEMS:                                                -------------------------------
                                                                                      1997              1996
                                                                                  ------------       ------------
Net Interest Income                                                               $     (298)        $       (187)
Provision for Credit Losses                                                              214                  105
Credit Card Revenue                                                                       68                   75
Other Revenue                                                                             (2)                   3
                                                                                  ----------         ------------
Pre-tax Income (Loss) Impact of Securitizations                                   $      (18)        $         (4)
                                                                                  ==========         ============ 
</TABLE>


                                       16
<PAGE>
<TABLE>
<CAPTION>

                                              THE CHASE MANHATTAN CORPORATION and Subsidiaries
                                      Condensed Average Consolidated Balance Sheet, Interest and Rates
                                              (Taxable-Equivalent Interest and Rates; in millions)

                                                                   Three Months Ended                     Three Months Ended
                                                                     March 31, 1997                         March 31, 1996
                                                      ------------------------------------     ------------------------------------
                                                        Average                   Rate          Average                   Rate
                                                        Balance     Interest  (Annualized)      Balance     Interest   (Annualized)
                                                      ----------    --------  ------------     ---------    --------   ------------
 ASSETS
<S>                                                   <C>           <C>          <C>           <C>          <C>           <C>  
 Liquid Interest-Earning Assets                       $  72,778     $  1,291     7.19%         $  62,321    $  1,086      7.01%
 Securities                                              43,547          726     6.76%            42,706         725      6.83%
 Loans                                                  153,030        3,114     8.25%           149,634       3,241      8.71%
                                                      ---------     --------                   ---------    --------       
 Total Interest-Earning Assets                          269,355        5,131     7.73%           254,661       5,052      7.98%
 Total Noninterest-Earning Assets                        69,914                                   58,264 
                                                      ---------                                --------- 
     Total Assets                                     $ 339,269                                $ 312,925 
                                                      =========                                ========= 

 LIABILITIES
 Total Interest-Bearing Deposits                      $ 132,121        1,515     4.65%         $ 133,778       1,644      4.94%
 Total Short-Term and Other Borrowings                   81,135        1,302     6.51%            66,742       1,026      6.20%
 Long-Term Debt                                          13,523          257     7.70%            12,976         227      7.05%
                                                      ---------     --------                   ---------    --------       
 Total Interest-Bearing Liabilities                     226,779        3,074     5.50%           213,496       2,897      5.46%
                                                                    --------                                --------       
 Noninterest-Bearing Deposits                            40,897                                   38,747
 Other Noninterest-Bearing Liabilities                   49,901                                   39,844 
                                                      ---------                                --------- 
     Total Liabilities                                  317,577                                  292,087 
                                                      ---------                                --------- 
 PREFERRED STOCK OF SUBSIDIARY                              550                                       --   
                                                      ---------                                ---------   
 STOCKHOLDERS' EQUITY
 Preferred Stock                                          2,648                                    2,650
 Common Stockholders' Equity                             18,494                                   18,188 
                                                      ---------                                --------- 
     Total Stockholders' Equity                          21,142                                   20,838 
                                                      ---------                                --------- 
     Total Liabilities and Stockholders' Equity       $ 339,269                                $ 312,925 
                                                      =========                                ========= 

 INTEREST RATE SPREAD                                                            2.23%                                    2.52%
                                                                                 ====                                     ==== 
 NET INTEREST INCOME AND NET YIELD
     ON INTEREST-EARNING ASSETS                                     $  2,057     3.10%                      $  2,155      3.41%
                                                                    ========     ====                       ========      ==== 

 NET INTEREST INCOME AND NET YIELD
     ON INTEREST-EARNING ASSETS -
     MANAGED BASIS (a)                                              $  2,355     3.38%                      $  2,342      3.59%
                                                                    ========     ====                       ========      ==== 

<FN>
 (a)  Excludes the impact of the credit card securitizations.
</FN>
</TABLE>

                                       17
<PAGE>
<TABLE>
<CAPTION>

                                              The Chase Manhattan Corporation and Subsidiaries
                                                         Lines of Business Results
                                                        (in millions, except ratios)

                                                 Global                 Regional and Nationwide
Three Months Ended                          Wholesale Banking               Consumer Banking                 Total (a)
   March 31,                             ------------------------       -------------------------     -------------------------
                                            1997          1996              1997          1996            1997          1996
- ---------------------------              ----------    ----------       ------------   ----------     -----------   -----------
<S>                                      <C>            <C>              <C>            <C>           <C>            <C>      
Revenues                                 $   2,329      $  2,225         $    2,129     $  2,005      $    4,150     $   4,041
Operating Net Income                           657           623                331          317             946           867
Average Common Equity                        9,527         9,769              6,555        6,353          18,494        18,188
Average Assets                             233,449       211,279            116,766      109,357         339,269       312,925
Return on Common Equity (ROCE)                26.8%         24.4%              19.3%        18.9%           19.5%         18.0%
Efficiency Ratio                                51%           52%                53%          57%             58%           60%
</TABLE>

<TABLE>
<CAPTION>

                                                                     GLOBAL WHOLESALE BANKING
                                                                      KEY FINANCIAL MEASURES

                                                     1997                                                 1996
                                  ---------------------------------------------    ---------------------------------------------
Three Months Ended                               Net                Efficiency                    Net                Efficiency
    March 31,                      Revenue     Income      ROCE       Ratio         Revenue     Income      ROCE        Ratio
- -------------------                -------     ------      ----       -----         -------     ------      ----        -----

Global Investment Banking
<S>                                <C>          <C>        <C>         <C>          <C>         <C>         <C>          <C>
  and Corporate Lending            $ 448        $ 115      12.5%       45%          $  531      $ 175       19.5%        35%
Global Markets                       904          317      58.4        44              622        175       28.4         58
Chase Capital Partners               135           73      25.6        13              248        146       57.1          6
Global Asset Management
  and Private Banking                202           41      32.2        65              192         38       28.9         64
Global Services                      509           76      27.7        76              480         63       22.7         78
Terminal Businesses (b)                3          (17)       NM        NM               10         (9)        NM         NM
</TABLE>

<TABLE>
<CAPTION>


                                                         REGIONAL and NATIONWIDE CONSUMER BANKING
                                                                   KEY FINANCIAL MEASURES

                                                     1997                                                 1996
                                  ---------------------------------------------    ---------------------------------------------
Three Months Ended                               Net                Efficiency                    Net                Efficiency
    March 31,                      Revenue     Income      ROCE       Ratio         Revenue     Income      ROCE        Ratio
- -------------------                -------     ------      ----       -----         -------     ------      ----        -----

<S>                                <C>          <C>        <C>         <C>          <C>         <C>         <C>          <C>
Credit Cards                       $ 730        $  56      14.8%       39%          $  635      $  72       19.4%        40%
Deposits and Investments (c)         477           69      26.0        74              476         55       21.0         79
Middle Market                        230           62      23.9        46              237         59       22.6         50
Mortgage Banking                     186           46      14.6        56              165         22        6.6         72
National Consumer Finance            155           27      23.1        43              150         34       30.1         42
International Consumer                65           15      80.6        58               61         15       76.2         60
Texas Commerce                       320           66      17.5        63              308         68       19.3         62


<FN>
(a)  Total column includes Corporate results.
(b)  Represents discontinued portfolios, primarily the remaining refinancing 
     country debt and commercial real estate problem asset and nonperforming
     portfolio.
(c)  Insurance products managed within Deposits and Investments, but included
     for reporting purposes in Credit Cards, Mortgage Banking, and National
     Consumer Finance, generated revenues of $24 million and $19 million in 
     1997 and 1996, respectively.
</FN>
</TABLE>


                                       18

















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