CHASE MANHATTAN CORP /DE/
8-K, 2000-01-21
NATIONAL COMMERCIAL BANKS
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<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

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


Date of Report:  January 19, 2000            Commission file number 1-5805



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


       Delaware                                              13-2624428
(State or other jurisdiction                             (I.R.S. Employer
 of incorporation)                                        Identification 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
- --------------------

     The Chase  Manhattan  Corporation  ("Chase")  announced on January 19, 2000
operating  diluted earnings per share of $1.97 in the fourth quarter of 1999, up
50 percent from $1.31 per share in the fourth quarter of 1998.  Reported diluted
earnings  per share were $1.98 in the 1999 fourth  quarter,  up 51 percent  from
$1.31 in the fourth quarter of 1998.  Diluted  operating  earnings per share for
the full year 1999  increased 38 percent to $6.21 from $4.51 in 1998.  Operating
earnings rose to $5.39  billion from $4.02 billion in 1998.  Reported net income
for the full  year was $5.45  billion,  compared  with  $3.78  billion  in 1998.
Operating results (revenues, expenses and earnings) exclude the impact of credit
card securitizations, restructuring costs and special items.

     At an analyst  meeting  held on January 19, 2000  following  the release of
earnings  (which was open to investors and the press and  "webcast"  live on the
Internet),  management  of Chase  discussed  fourth  quarter  and full year 1999
results. At the meeting, management indicated that:

     - The compound annual growth rate of market-sensitive  revenues, based upon
a  logarithmic  regression  of total  market-sensitive  revenues over the period
1988-1999 (not including any market-sensitive  revenues from Hambrecht and Quist
Group), was 15%. Chase's market-sensitive revenues for full year 1999 would have
increased by approximately 11% had Hambrecht and Quist Group's  market-sensitive
revenues been included for full year 1999.

     - Global Services is targeting  double digit revenue growth in its investor
services and  fiduciary  services  businesses  for full year 2000.  In addition,
Chase expects to effect certain  efficiency  improvements in its Global Services
business during the year.

     - National  Consumer Services is targeting double digit earnings growth for
full year 2000,  primarily  as a result of  expense  management,  the  continued
effects of improved credit quality and continuing  moderate revenue growth.  The
credit card net  charge-off  ratio for full year 2000 is anticipated to be lower
than for the full year  1999.

     - Expense  management  will  include  longer-term  strategic  restructuring
initiatives,  such as relocations of operations for Global  Services  businesses
and  consumer   call  centers,   and  other   business   initiatives,   such  as
consolidations  of  operations.  In the  fourth  quarter  of 1999,  Chase took a
restructuring charge of $100 million associated with its business  consolidation
initiatives  and a charge  of $75  million  in  connection  with its  relocation
initiatives.  Chase anticipates realizing  approximately $80 million annually in
savings from its business  consolidation  initiatives,  commencing  in 2001.  In
addition, Chase anticipates that the total cost of its relocation initiatives to
amount to approximately  $360 million  (including the aforementioned $75 million
charge taken in 1999,  an  additional  $200  million of expenses  expected to be
incurred in 2000,  and  expenses  of  approximately  $85 million  expected to be
incurred in 2001).  Savings from the relocation  initiatives  are expected to be
approximately $50 million in 2001,  eventually  increasing to approximately $130
million annually.

     - As  previously  disclosed  in its  Quarterly  Report on Form 10-Q for the
quarter ended September 30, 1999, Chase has identified some  deficiencies in the
computerized bond recordkeeping system in the bond paying agency function within
Chase's Capital Markets  Fiduciary  Services group and has a project underway to
remedy those deficiencies. Expenses in Global Services during the fourth quarter
included  costs  associated  with that project.  While  management  considers it
likely that additional costs will be incurred during the remaining course of the
project,  it does not,  based upon its  experience  to date,  expect  them to be
material.  The Securities and Exchange Commission has commenced an investigation
relating to the question of whether, in connection with this matter,  there have
been violations of its transfer agency  recordkeeping  or reporting  regulations
and whether  Chase's  disclosures  regarding these issues have been adequate and
timely.

     A copy of Chase's  earnings press release is attached as an exhibit hereto.
The information contained herein and in the press release may contain statements
that are forward looking within the meaning of the Private Securities Litigation
Act of 1995. Such statements are subject to risks and  uncertainties and Chase's
actual result may differ materially from those set forth in such forward looking
statements.  Those uncertainties may include,  among others, the risk of adverse
impacts from an economic downturn, increased competition,  unfavorable political
or other developments in foreign markets,  governmental or regulatory  policies,
market volatility in securities markets,  interest or foreign exchange rates and
other factors  impacting  Chase's  operational  plans or the adequacy of Chase's
allowance  for  credit  losses.   For  a  more  detailed   discussion  of  these
uncertainties,  reference is made to Chase's  reports filed with the  Securities
and Exchange  Commission,  in particular  Chase's Annual Report on Form 10-K for
the year ended December 31, 1998.



                                       2
<PAGE>

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


The following exhibit is filed with this report:


Exhibit Number                                   Description

   99.1                          Press Release - 1999 Fourth Quarter Earnings.


                                       3
<PAGE>


                                   SIGNATURE



Pursuant  to the  requirements  of the  Securities  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 January 21, 2000                by   /s/JOSEPH L. SCLAFANI
- ------------------                ----------------------------------
                                           Joseph L. Sclafani
                               Executive Vice President and Controller
                                      [Principal Accounting Officer]


                                       4
<PAGE>


                                 EXHIBIT INDEX



Exhibit Number                    Description       Page at Which Located

     99.1               Press Release - 1999 Fourth
                        Quarter Earnings                           6





                                       5
<PAGE>

<PAGE>

The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017-2070


Investor Contact: John Borden 212-270-7318 Press Contacts: Jon Diat 212-270-5089
                                                           Jim Finn 212-270-7438

                                   {Chase Letterhead}
                                     News Release


Chase Manhattan Reports Record Fourth Quarter and Full Year 1999 Results;
Announces New $5 Billion Common Stock Repurchase Authorization

     New York,  January 19, 2000 - The Chase  Manhattan  Corporation  (NYSE:CMB)
today  reported  fourth  quarter  1999 diluted  operating  earnings per share of
$1.97,  a 50 percent  increase  from  $1.31 per share in the same 1998  quarter.
Operating  earnings and  reported net income in the fourth  quarter of 1999 were
$1.68 billion and $1.69 billion  respectively.  Operating  earnings and reported
net income were $1.15 billion in the 1998 fourth quarter.

     Diluted  operating  earnings per share for the full year 1999  increased 38
percent to $6.21 from $4.51 in 1998.  Operating  earnings  rose to $5.39 billion
from  $4.02  billion  in 1998.  Reported  net income for the full year was $5.45
billion, compared with $3.78 billion in 1998.

Fourth Quarter 1999 Highlights
- -        Record private equity gains of $1.31 billion
- -        Strong investment banking and trading results
- -        Chase H&Q integration moving smoothly and quickly
- -        Solid National Consumer Services earnings

Full Year Financial Highlights
- -        Operating earnings per share increased 38 percent
- -        Revenues were up 17 percent
- -        Return on equity of 24 percent
- -        Repurchased net $2.3 billion of common stock
- -        Increased  common dividend 14 percent

     "1999 was a  terrific  year for Chase  and these  results  provide a strong
signal that this  company is capable of  producing  exceptional  returns,"  said
William B. Harrison,  Jr.,  Chairman and Chief Executive  Officer.  "Both fourth
quarter and full year results demonstrate clearly that the new equation at Chase
has fully emerged.

<PAGE>

     "Market  leadership  positions and financial  discipline  provide a durable
platform  for  growth  while  focused  acquisitions  and  portfolio  investments
continue to provide significant upside  opportunities,"  continued Mr. Harrison.
"The  creation of  Chase.com,  the  acquisition  of  Hambrecht & Quist,  and the
accelerated  investment  pace  of  Chase  Capital  Partners  are  the  types  of
opportunities  from which Chase will  continue to benefit.  While  revenues from
private equity investments may vary from quarter to quarter, we believe that the
Chase Capital Partners business system will be a significant long-term source of
value creation."

     Chase's  Board of Directors  also  authorized  the  repurchase  of up to $5
billion  of  Chase's  common  stock in the open  market  or  through  negotiated
transactions.  This  authorization  is in addition to any amounts  necessary  to
provide for issuances under Chase's dividend  reinvestment  plan and its various
stock-based  director and employee benefit plans. The new authorization  becomes
effective immediately.

     "Chase is totally  committed to  Shareholder  Value  Added,"  explained Mr.
Harrison.  "A disciplined capital policy is a key component of that commitment."
At year-end,  Chase's Tier One capital  ratio was at the upper end of its target
range of 8 to 8.25 percent. Capital generated in excess of target ratios will be
used for continued purchases of Chase common stock, or for future investment and
acquisition opportunities.

Financial Performance
<TABLE>
<CAPTION>
- ----------------------------------------------- ------------------------------------------ -------------------------------------
THE CHASE MANHATTAN CORP                                     Fourth Quarter                           Full Year 1999
- ----------------------------------------------- ------------------------------------------ -------------------------------------
<S>                                                   <C>                   <C>               <C>                  <C>
(dollars in millions)                                 1999              O(U)1998              1999             O(U)1998
Operating Revenues                                  $6,444         $1,100       21%          $22,982       $3,369       17%
Cash Operating Earnings                              1,761            542       44             5,691        1,414       33
Shareholder Value Added                              1,027            557      119             2,763        1,357       97
Cash Return on Common Equity                            31.6%       1,020bp     --                25.6%       600bp     --
- ----------------------------------------------- --------------- ------------- ------------ ------------ ------------ -----------
</TABLE>

Line-Of-Business Results
<TABLE>
<CAPTION>
- --------------------------------------------- ------------------------------------------ --------------------------------------
GLOBAL BANK                                                Fourth Quarter                           Full Year 1999
- --------------------------------------------- ------------------------------------------ --------------------------------------
<S>                                              <C>            <C>            <C>          <C>                   <C>
(dollars in millions)                            1999       O(U)1998       O(U)3Q1999       1999             O(U) 1998
Operating Revenues                              $3,214          46%             44%       $10,379         2,424        30%
Cash Operating Earnings                          1,209          78              82          3,564         1,177        49
Shareholder Value Added                            766         189             210          1,885         1,109       143
Cash Return on Common Equity                        36.0%    1,450bp         1,510bp           27.9%        850bp      --
- --------------------------------------------- ----------- -------------- --------------- ------------ ------------- -----------
</TABLE>

     Cash  operating  earnings in the Global Bank were $1.21 billion in the 1999
fourth quarter, compared with $680 million in the prior-year quarter.  Operating
revenues of $3.21 billion in the fourth  quarter of 1999 were 46 percent  higher
than in the 1998  fourth  quarter.  For the year,  operating  revenues  and cash
operating  earnings  rose 30 percent  and 49  percent,  respectively,  from 1998
levels.  Shareholder  value added in the 1999 fourth  quarter was $766  million,
compared  with  shareholder  value  added of $265  million  in the  1998  fourth
quarter.  For the year,  shareholder  value added  increased  to $1.89  billion,
compared with $776 million for 1998.

<PAGE>



     - Private equity-related  investment gains in the fourth quarter were $1.31
billion, compared with $244 million in the fourth quarter of 1998. These results
were significantly higher than in any prior quarter and reflect the rapid growth
of investments over the past five years, early focus on New Economy  businesses,
and a vibrant  equity market.  Strong fourth quarter  revenues are the result of
initial  public  offerings of portfolio  investments,  such as Cobalt  Networks,
Triton  PCS,  and  Telecorp;  from  appreciation  in  market  values  of  public
securities owned throughout the quarter,  such as Digital Island and Stamps.com;
and from sales of  securities  in both the  private  and public  portions of the
portfolio   (see  page  18  for  a  detailed   description   of  private  equity
investments).


     -  Investment  banking  fees in the 1999 fourth  quarter  increased to $499
million,  a 31 percent  increase from the fourth quarter of 1998.  These results
reflect strong syndicated  finance activity,  ongoing momentum in Chase's merger
and  acquisitions  and bond  practices,  and strong  performance  from Chase H&Q
during the period  following its acquisition on December 9.  Investment  banking
fees for the year rose 26 percent to $1.89 billion,  benefiting from significant
market share growth in loan syndications, mergers and acquisitions advisory, and
corporate  bond  underwriting,  plus focused  initiatives  in Europe and the New
Economy.  Over the  past  five  years,  Chase's  investment  banking  fees  have
increased at a compound annual growth rate of 26 percent.

     - Total trading revenues,  including related net interest income, were $633
million in the fourth quarter.  Despite Year  2000-induced  slowdowns in several
markets,  both active market making  businesses and market share gains continued
to drive results.  For the full year,  trading  revenues,  including related net
interest  income,  totalled $2.88  billion,  a 48 percent  increase.  Investment
securities  activities  had  securities  losses  of $59  million  in the  fourth
quarter,  compared to securities  gains of $167 million in the similar period of
1998. For the full year,  securities gains were $101 million, a decrease of $508
million from 1998. The investment  portfolio is managed on a total return basis,
including  realized and  unrealized  gains and losses on the  securities and the
assets and liabilities being hedged.  Total market return for full-year 1999 was
$278 million versus $523 million in 1998.



<TABLE>
<CAPTION>
- --------------------------------------------- ------------------------------------------ --------------------------------------
GLOBAL SERVICES                                            Fourth Quarter                           Full Year 1999
- --------------------------------------------- ------------------------------------------ --------------------------------------
<S>                                              <C>            <C>            <C>          <C>                   <C>
(dollars in millions)                            1999       O(U)1998       O(U)3Q1999       1999              O(U)1998
Operating Revenues                              $812             7%              1%        $3,120          $294        10%
Cash Operating Earnings                          127            (5%)           (16)           525            39         8
Shareholder Value Added                           31           (35%)           (44)           145           (48)      (25)
Cash Return on Common Equity                      17.2%       (320bp)         (340bp)          18.1%       (370bp)     --
- --------------------------------------------- ----------- -------------- --------------- ------------ ------------- -----------
</TABLE>

     In the fourth  quarter,  Global  Service's  operating  revenues  rose seven
percent,  primarily  reflecting  increased  business activity in Capital Markets
Fiduciary  Services,  Chase's trust business,  and a slowdown in Global Investor
Services,  Chase's  custody  business.  Cash operating  earnings  decreased five
percent to $127 million as expenses in the quarter  rose 12 percent,  reflecting
costs to address  record keeping  functions  related to bond  administration  in
Capital Markets Fiduciary Services.

<PAGE>

     For the full year, Global Service's operating revenues increased 10 percent
and cash  operating  earnings were eight percent  higher than in 1998. Of Global
Services' three major business lines,  two had strong revenue growth in 1999: up
20 percent at Global  Investor  Services,  and up 16 percent at Capital  Markets
Fiduciary  Services.  Revenues at Treasury  Solutions,  Chase's cash  management
business,  were  consistent  with last year's level,  primarily  reflecting  the
significant decline in excess balances during the course of the year.

<TABLE>
<CAPTION>

- ---------------------------------------------- ----------------------------------------- --------------------------------------
NATIONAL CONSUMER SERVICES                                  Fourth Quarter                          Full Year 1999
- ---------------------------------------------- ----------------------------------------- --------------------------------------
<S>                                              <C>            <C>            <C>          <C>                   <C>
(dollars in millions)                            1999       O(U)1998       O(U)3Q1999       1999              O(U)1998
Operating Revenues                              $2,503           2%          -- %          $9,847          $698         8%
Cash Operating Earnings                            426           2             (2)          1,677           232        16
Shareholder Value Added                            156          (3)           (10)            636           218        52
Cash Return on Common Equity                        20.7%      (70bp)        (110bp)           21.1%        260bp      --
- ---------------------------------------------- ---------- -------------- --------------- ------------ ------------- -----------
</TABLE>


     Operating  revenues  for  National  Consumer  Services  increased  to  $2.5
billion,  an  increase  of two  percent  over the fourth  quarter of 1998.  Cash
operating  earnings  of $426  million  increased  by two  percent  as  increased
business activity and improved credit costs were partially offset by significant
investments  in internet  and  technology  activities.  For the full year,  1999
revenue was up eight percent and NCS achieved record cash operating  earnings of
$1.68 billion,  up 16 percent over 1998. The increase in cash operating earnings
was a result of both business volume growth and lower credit costs.  Shareholder
Value Added of $636  million was 52% better than in 1998 due to the  improvement
in earnings and the disciplined use of capital.

     - Cash operating  earnings for cardmember  services increased 11 percent in
the fourth quarter. The increase reflects significantly improved credit quality.
Fourth quarter operating revenues declined six percent,  due to lower yields and
fees as a result of the  improving  credit  quality of the  portfolio,  and as a
result of higher interest rates.  For the year, cash operating  earnings were up
16 percent to $523 million.  The increase in cash operating  earnings reflects a
two  percent  increase  in revenue  and  improved  credit  quality  due to lower
consumer bankruptcies and enhanced collections  performance.  The cash return on
managed assets for the full year was 1.45 percent.

     - Home finance  revenues  increased to $341 million,  a 21 percent increase
from fourth quarter 1998, and cash operating earnings rose 10 percent, primarily
as a result of growth in servicing  and  portfolio  levels.  For full year 1999,
home  finance  revenues  were 18 percent  higher than in the prior year,  due to
higher  volumes of  originations  and  servicing,  and cash  operating  earnings
increased by 13 percent.

     - Regional  consumer  banking  revenues  rose eight percent from the fourth
quarter of 1998,  reflecting  higher  deposit  levels,  the benefit  from higher
interest rates,  and growth in consumer  banking fees.  Cash operating  earnings
grew by 15  percent.  Revenues  and cash  operating  earnings  for the full year
increased by nine percent and 17 percent, respectively over 1998.

<PAGE>

     - Revenues  from  diversified  consumer  services  were $280 million in the
fourth quarter,  down two percent from the same 1998 quarter as auto origination
levels have  slowed  from peak levels in late 1998 and early 1999.  For the full
year, revenues from diversified  consumer services were up 20 percent while cash
operating earnings increased 33 percent.

     - Middle Market revenues were $251 million,  up two percent from the fourth
quarter of 1998. Cash operating  earnings  increased four percent over the prior
year quarter.  These results  reflect  growth in loan volume along with improved
credit quality and disciplined expense  management.  For the year, middle market
revenues were up two percent and cash operating earnings increased four percent.


Additional Financial Information

     - Chase  acquired  Hambrecht & Quist Group for $1.46 billion on December 9.
Chase H&Q is one of the leading  providers  of  investment  banking  services to
companies  in the highest  growth  sectors of the global  economy,  where media,
telecommunications,  information  technology  and  the  internet  converge.  The
integration  efforts are  proceeding  smoothly with revenues  exceeding  initial
expectations. Although Chase only benefited from H&Q's revenues from December 9,
total fourth  quarter  revenues for H&Q were $371  million,  compared to average
quarterly  revenue of approximately  $163 million for the previous four reported
quarters.

     - Total assets at December 31, 1999 were $406  billion  compared  with $371
billion at  September  30,  1999 and $366  billion  from a year ago.  Management
estimates  that  approximately  $28  billion of the  increase  in assets and $10
billion of the deposit  increase  from  September  30, 1999, is a result of Year
2000-related   Chase  balance  sheet  management  actions  and  cash  management
activities  of  clients.  Chase's  Tier One  capital  ratio was 8.2  percent  at
December 31, 1999,  compared with 8.3 percent on December 31, 1998,  despite the
temporary  growth in the  year-end  balance  sheet and net  repurchases  of $2.3
billion during the year.

     - On a managed  basis,  including  securitizations,  net credit losses were
$810  million in the fourth  quarter of 1999,  up from $633 million in the third
quarter  of 1999 and up from  $695  million  from the  fourth  quarter  of 1998.
Consumer net charge-offs,  on a managed basis, were $523 million, down from $531
million in the third  quarter of 1999 and $579 million in the fourth  quarter of
1998,  primarily  reflecting a decline in the 1999 fourth  quarter in the credit
card net charge-off  ratio to 5.24 percent.  Commercial  net  charge-offs in the
fourth  quarter of 1999 were $287  million,  compared  with $102  million in the
third quarter of 1999 and $116 million in the fourth quarter of 1998, reflecting
a charge-off  related to one large Asian credit. For the fourth quarter of 1999,
total net  charge-offs  on a reported  basis were $570 million and the provision
for credit  losses was $454 million.  The allowance for loan losses  declined by
$98 million to $3.46 billion at year-end.  Nonperforming  assets at December 31,
1999,  were $1.80 billion  compared with $2.02 billion at September 30, 1999 and
$1.61 billion at December 31, 1998.

<PAGE>

     - Total  operating  noninterest  expenses  increased  12  percent  to $12.1
billion in 1999,  and were up 11 percent to $3.2 billion in the fourth  quarter,
reflecting higher incentives  related to revenue increases as well as investment
spending and costs related to Year 2000 issues.

     - Operating results (revenues,  expenses and earnings) for 1999 exclude the
impact of credit card  securitizations,  restructuring  costs and special items.
The 1999 fourth quarter  reported  results  included  interest income from prior
years' tax refunds of $62 million and a net restructuring charge of $48 million.
The net  restructuring  charge reflects a $75 million charge taken in connection
with planned staff reductions and premises and equipment  dispositions resulting
from the  relocation of several  business  functions,  and a $100 million charge
associated with restructuring  actions undertaken in certain  businesses.  These
charges were partially offset by the reversal of $127 million of costs primarily
related to occupancy not fully  utilized  under the $510 million charge taken in
1998.

     The Chase  Manhattan  Corporation is one of the world's  premier  financial
services  institutions,  with operations in 48 countries around the globe. Chase
has a top-tier  ranking in all areas of  investment  banking,  private  banking,
trading and global  markets  activities as well as information  and  transaction
processing.   Chase,  a  leading  provider  of  financial   solutions  to  large
corporations, financial institutions,  government entities, middle market firms,
small businesses and individuals,  has  relationships  with more than 30 million
consumers  across the United States through products and services such as credit
cards, mortgages,  online banking, debit cards, deposit products and auto loans.
Chase can be  reached  on the Web at  www.chase.com.  A live  audio  webcast  of
Chase's fourth quarter and full year 1999 analyst presentation will be available
in the investor relations site of www.chase.com at 11 a.m. on January 19, 2000.

     This press release contains  forward-looking  statements.  Those statements
are based on management's  current  expectations or beliefs and are subject to a
number of factors and  uncertainties  that could cause actual  results to differ
materially  from  those  described  in  the  forward-looking  statements.  For a
discussion  of  certain  factors  that  could  cause  actual  results  to differ
materially from those described in the forward-looking statements,  please refer
to Chase's filings with the Securities and Exchange Commission, particularly the
section entitled  "Important  Factors that may Affect Future Results" in Chase's
Annual Report on Form 10-K for the year ended December 31, 1998.

<PAGE>

                         THE CHASE MANHATTAN CORPORATION
                    SUMMARY OF SELECTED FINANCIAL HIGHLIGHTS
                 (in millions, except per share and ratio data)

<TABLE>
<CAPTION>


                                                                                  %                                         %
As of or for the period ended                          Fourth Quarter         Over/(Under)        For The Year          Over/(Under)
                                                  -------------------------                ---------------------------
                                                  ----------    -----------
                                                    1999           1998         1998          1999           1998          1998
                                                  ----------    -----------   ----------   -----------    ------------   ---------
OPERATING BASIS (a)
<S>                                                 <C>            <C>              <C>      <C>             <C>              <C>
Operating Revenue                                   $ 6,444        $ 5,344          21%      $ 22,982        $ 19,613         17%
Operating Noninterest Expense                         3,179          2,873          11%        12,073          10,817         12%
Credit Costs (b)                                        694            695           --         2,614           2,491          5%
Operating Earnings                                  $ 1,683        $ 1,146          47%       $ 5,394         $ 4,016         34%

Operating Earnings Per Share:
      Basic                                          $ 2.04         $ 1.34          52%        $ 6.42          $ 4.63         39%
      Diluted                                          1.97           1.31          50%          6.21            4.51         38%

Cash Operating Earnings                             $ 1,761        $ 1,219          44%       $ 5,691         $ 4,277         33%
Cash Operating Earnings Per Share - Diluted            2.06           1.39          48%          6.56            4.81         36%
Shareholder Value Added (SVA)                         1,027            470         119%         2,763           1,406         97%


Operating Performance Ratios:
Return on Average Managed Assets  (c)                  1.65   %       1.15            %          1.39   %        1.03           %
Return on Average Common Equity  (c)                   30.2           20.1                       24.2            18.4
Common Dividend Payout Ratio                             20             27                         26              31
Efficiency Ratio (d)                                     49             54                         52              55

Selected Balance Sheet Items at Period End: (e)
Managed Loans                                                                               $ 194,098       $ 190,787          2%
Total Managed Assets                                                                          424,044         383,908         10%

- ----------------------------------------------------------------------------------------------------------------------------------

AS REPORTED BASIS
Revenue                                             $ 6,266        $ 5,060          24%      $ 22,217        $ 18,656         19%
Noninterest Expense (Excluding Restructuring Costs)   3,179          2,873          11%        12,173          10,854         12%
Restructuring Costs                                      48              -         NM              48             529        (91%)
Provision for Loan Losses                               454            411          10%         1,621           1,343         21%
Net Income                                          $ 1,693        $ 1,146          48%       $ 5,446         $ 3,782         44%

Net Income Per Share:
      Basic                                          $ 2.05         $ 1.34          53%        $ 6.49          $ 4.35         49%
      Diluted                                          1.98           1.31          51%          6.27            4.24         48%
Cash Dividends Declared                                0.41           0.36          14%          1.64            1.44         14%
Share Price at Period End                                                                       77.69           71.00          9%
Book Value at Period End                                                                        27.43           26.90          2%

Common Shares Outstanding:
Average Common Shares:
      Basic                                           817.5          842.3          (3%)        828.8           846.1         (2%)
      Diluted                                         845.3          863.0          (2%)        857.0           869.3         (1%)
Common Shares at Period End                                                                     827.2           848.0         (2%)

Performance Ratios:
Return on Average Total Assets  (c)                    1.73   %       1.20            %          1.47   %        1.01           %
Return on Average Common Equity  (c)                   30.4           20.1                       24.5            17.3

Selected Balance Sheet Items at Period End:
Loans                                                                                       $ 176,159       $ 172,754          2%
Total Assets                                                                                  406,105         365,875         11%
Deposits                                                                                      241,745         212,437         14%
Total Stockholders' Equity                                                                     23,617          23,838         (1%)

Capital Ratios:
Tier I Capital Ratio                                                                              8.2  %(f)       8.3  %
Total Capital Ratio                                                                              11.8  (f)       12.0
Tier I Leverage                                                                                   6.6  (f)        6.4




(a) Excludes the impact of credit card securitizations, restructuring costs and special items. For a reconciliation of Reported
     Results as shown on the Consolidated Statement of Income to results on an Operating Basis, see page 12.
(b) Includes provision for loan losses and credit costs related to the securitized credit card portfolio.
(c) Ratios for the fourth quarter of 1999 and 1998 are based on annualized amounts.
(d) Noninterest expense as a percentage of the total of net interest income and noninterest revenue (excluding restructuring costs,
     special items and costs associated with the REIT).
(e) Excludes the impact of credit card securitizations.
(f) Estimated
Certain amounts throughout the financial tables have been reclassified to conform to the current presentation.
NM - Not meaningful
Unaudited

</TABLE>

<PAGE>
            THE CHASE MANHATTAN CORPORATION
               LINES OF BUSINESS RESULTS
             (in millions, except ratios)

<TABLE>
<CAPTION>

                                Global Bank          National Consumer Services    Global Services               Total (a)
                              --------------------- ---------------------------- --------------------   -------------------------
Fourth Quarter                         Over/                 Over/                       Over/                     Over/
                                1999  (Under) 1998     1999 (Under) 1998         1999   (Under) 1998     1999     (Under) 1998
                              ____________________________________________________________________________________________________
<S>                           <C>     <C>       <C>  <C>       <C>     <C>      <C>     <C>      <C>      <C>     <C>         <C>
Operating Revenue             $ 3,214 $ 1,019   46%  $ 2,503   $ 41    2%       $ 812   $ 53     7%       6,444   $ 1,100     21%
Operating Earnings              1,193     523   78       387     14    4          111     (8)   (7)       1,683       537     47
Cash Operating Earnings         1,209     529   78       426     10    2          127     (6)   (5)       1,761       542     44
Average Common Equity          13,247     873    7     8,079    471    6        2,882    337    13       21,917      (385)    (2)
Average Managed Assets (b)    248,243  (2,593)  (1)  135,005 13,370   11       16,227   (870)   (5)     405,524     8,970      2
Shareholder Value Added (SVA)     766     501  189       156     (4)  (3)          31    (17)  (35)       1,027       557    119
Cash Return on Common Equity    36.0%        1,450bp   20.7%         (70)bp     17.2%         (320)bp     31.6%            1,020bp
Cash Efficiency Ratio             37          (900)      52          300          76           400          48              (400)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                   GLOBAL BANK
                             KEY FINANCIAL MEASURES

<TABLE>
<CAPTION>


                                               Fourth Quarter 1999                             Over/(Under) 1998
                                    ------------------------------------------      -----------------------------------------
                                      Operating         Cash            Cash          Operating         Cash         Cash
                                       Revenues      Operating       Efficiency        Revenues      Operating    Efficiency
                                                      Earnings          Ratio                         Earnings      Ratio
                                    -----------------------------------------------------------------------------------------
<S>                                       <C>            <C>               <C>              <C>            <C>         <C>
Global Markets                            $ 888          $ 269             54%              (15)%          (30)%       1,400bp
Chase Capital Partners                    1,255            772              4               419            485          (700)
Global Investment Banking                   481            100             67                56             18         1,200
Corporate Lending                           394            137             32                (9)           (11)          400
Global Private Bank                         229             37             73                 7             (5)          400
Other Global Bank                           (33)          (106)            NM                NM             NM            NM
                                    ------------   ------------
     Totals                           $ 3,214          $ 1,209             37%               46%            78%         (900)bp
                                    ============   ============
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           NATIONAL CONSUMER SERVICES
                             KEY FINANCIAL MEASURES

<TABLE>
<CAPTION>

                                                   Fourth Quarter 1999                               Over/(Under) 1998
                                        ------------------------------------------       ------------------------------------------
                                          Operating         Cash             Cash          Operating         Cash         Cash
                                           Revenues       Operating       Efficiency        Revenues      Operating    Efficiency
                                                          Earnings           Ratio                         Earnings       Ratio
                                        -------------------------------------------------------------------------------------------
<S>                                           <C>            <C>               <C>               <C>           <C>            <C>
Chase Cardmember Services                     $ 984          $ 140             35%               (6)%          11%              - bp
Regional Consumer Banking                       630            118             66                 8            15            (200)
Chase Home Finance                              341             79             58                21            10             500
Diversified Consumer Services                   280             38             57                (2)          (36)          1,000
Middle Markets                                  251             59             55                 2             4               -
Other NCS                                        17             (8)            NM                NM            NM             NM
                                        ============   ============
     Totals                                 $ 2,503          $ 426             52%               2%             2%            300bp
                                        ============   ============
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     Note:  SVA is Chase's  primary  measure of business unit  performance.  SVA
represents operating earnings excluding the amortization of goodwill and certain
intangibles  (i.e., cash operating  earnings),  less preferred  dividends and an
explicit  charge for  allocated  capital.  During  1999  organizational  changes
occurred that are reflected in the lines of business results. The Middle Markets
business,  which previously reported into the Global Bank franchise, now reports
into the National  Consumer  Services  franchise and the Global Asset Management
and Mutual Funds  business,  which  previously  was included in  Corporate,  now
reports into the Global Bank franchise. Prior periods have been restated.

(a)Total  column  includes  Chase.com  and the  effects  remaining  at the
     Corporate level after the implementation of management accounting policies.
(b)Excludes the impact of credit card  securitizations.
NM - Not  meaningful
bp -basis points
Unaudited

<PAGE>

                         THE CHASE MANHATTAN CORPORATION
                            LINES OF BUSINESS RESULTS
                          (in millions, except ratios)

<TABLE>
<CAPTION>

                                    Global Bank     National Consumer Services       Global Services         Total (a)
                           ------------------------ --------------------------- ----------------------- ---------------------------
For The Year                    1999    Over/           1999    Over/             1999   Over/           1999    Over/
                                       (Under) 1998            (Under) 1998              (Under) 1998           (Under)   1998
<S>                           <C>      <C>      <C>   <C>       <C>      <C>    <C>      <C>     <C>  <C>       <C>        <C>
Operating Revenue             $10,379  $2,424   30%   $ 9,847   $ 698    8%     $ 3,120  $ 294   10%  $ 22,982  $ 3,369    17%
Operating Earnings              3,513   1,168   50      1,518     241   19          463      6    1      5,394    1,378    34
Cash Operating Earnings         3,564   1,177   49      1,677     232   16          525     39    8      5,691    1,414    33
Average Common Equity          12,616     640    5      7,823     180    2        2,855    672   31     21,977      649     3
Average Managed Assets (b)    235,197 (16,166)  (6)   129,314  10,268    9       16,540  2,204   15    387,858   (3,364)   (1)
Shareholder Value Added (SVA)   1,885   1,109  143        636     218   52          145    (48) (25)     2,763    1,357    97
Cash Return on Common Equity    27.9%          850bp    21.1%          260bp      18.1%        (370)bp   25.6%            600bp
Cash Efficiency Ratio             43          (600)       50             -          74          200         51           (300)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

                                   GLOBAL BANK
                             KEY FINANCIAL MEASURES

                                              For The Year 1999                          Over/(Under) 1998
                                    --------------------------------------      -------------------------------------
                                      Operating       Cash           Cash        Operating       Cash        Cash
                                      Revenues     Operating      Efficiency      Revenues     Operating   Efficiency
                                                    Earnings        Ratio                      Earnings      Ratio
                                    ---------------------------------------------------------------------------------
<S>                                    <C>          <C>                <C>             <C>           <C>         <C>
Global Markets                         $ 4,090      $ 1,369            48%             20%           35%         (400)bp
Chase Capital Partners                   2,330        1,383             7             178           210          (800)
Global Investment Banking                1,576          335            66              25            15           400
Corporate Lending                        1,546          548            29              (2)           (2)          100
Global Private Bank                        887          169            67               4            (6)          300
Other Global Bank                          (50)        (240)           NM              NM            NM            NM
                                    -----------   ----------
     Totals                          $ 10,379      $ 3,564            43%             30%            49%         (600)bp
                                    ===========   ==========
- -----------------------------------------------------------------------------------------------------------------------------------

</TABLE>
<TABLE>
<CAPTION>

                           NATIONAL CONSUMER SERVICES
                             KEY FINANCIAL MEASURES

                                                For The Year 1999                              Over/(Under) 1998
                                     -----------------------------------------      ----------------------------------------
                                       Operating         Cash            Cash         Operating         Cash        Cash
                                        Revenues      Operating       Efficiency       Revenues      Operating    Efficiency
                                                       Earnings         Ratio                         Earnings      Ratio
                                     ---------------------------------------------------------------------------------------
<S>                                     <C>              <C>             <C>               <C>           <C>
Chase Cardmember Services               $ 4,004          $ 523           35%               2%            16%           - bp
Regional Consumer Banking                 2,410            420           69                9             17         (200)
Chase Home Finance                        1,212            284           58               18             13          200
Diversified Consumer Services             1,125            187           53               20             33            -
Middle Markets                              980            233           55                2              4            -
Other NCS                                   116             30           NM               NM             NM           NM
                                     ===========    ===========
     Totals                            $ 9,847        $ 1,677            50%               8%            16%           - bp
                                     ===========    ===========
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     Note:  SVA is Chase's  primary  measure of business unit  performance.  SVA
represents operating earnings excluding the amortization of goodwill and certain
intangibles  (i.e., cash operating  earnings),  less preferred  dividends and an
explicit  charge for  allocated  capital.  During  1999  organizational  changes
occurred that are reflected in the lines of business results. The Middle Markets
business,  which previously reported into the Global Bank franchise, now reports
into the National  Consumer  Services  franchise and the Global Asset Management
and Mutual Funds  business,  which  previously  was included in  Corporate,  now
reports into the Global Bank franchise. Prior periods have been restated.

(a) Total  column  includes  Chase.com  and the  effects  remaining  at the
     Corporate level after the implementation of management accounting policies.
(b)Excludes the impact of credit card  securitizations.
NM - Not  meaningful
bp -basis points
Unaudited

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                    %                                         %
                                                           Fourth Quarter     Over/(Under)          For The Year        Over/(Under)
                                                       ----------------------                  ------------------------
                                                       ---------    ---------                  ----------    ----------
                                                         1999         1998        1998           1999          1998          1998
                                                       ---------    ---------    --------      ----------    ----------    ---------

INTEREST INCOME
<S>                                                     <C>          <C>            <C>          <C>           <C>              <C>
Loans                                                   $ 3,451      $ 3,381                    $ 13,113      $ 13,389
Securities                                                  872          964                       3,216         3,616
Trading Assets                                              477          435                       1,705         2,431
Federal Funds Sold and Securities Purchased
   Under Resale Agreements                                  329          469                       1,451         2,211
Deposits with Banks                                         212          192                         752           642
                                                       ---------    ---------                  ----------    ----------
    Total Interest Income                                 5,341        5,441                      20,237        22,289
                                                       ---------    ---------                  ----------    ----------

INTEREST EXPENSE
Deposits                                                  1,786        1,717                       6,592         6,840
Short-Term and Other Borrowings                           1,018        1,247                       3,653         5,612
Long-Term Debt                                              312          317                       1,248         1,271
                                                       ---------    ---------                  ----------    ----------
                                                       ---------    ---------                  ----------    ----------
    Total Interest Expense                                3,116        3,281                      11,493        13,723
                                                       ---------    ---------                  ----------    ----------

NET INTEREST INCOME                                       2,225        2,160          3%           8,744         8,566           2%
Provision for Loan Losses                                   454          411         10%           1,621         1,343          21%
                                                       ---------    ---------                  ----------    ----------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES                                        1,771        1,749          1%           7,123         7,223          (1%)
                                                       ---------    ---------                  ----------    ----------

NONINTEREST REVENUE
Investment Banking Fees                                     499          381         31%           1,887         1,502          26%
Trust, Custody and Investment Management Fees               469          414         13%           1,801         1,543          17%
Credit Card Revenue                                         440          428          3%           1,698         1,474          15%
Fees for Other Financial Services                           719          552         30%           2,496         2,093          19%
Trading Revenue                                             531          516          3%           2,137         1,238          73%
Securities Gains (Losses)                                   (59)         167          NM             101           609         (83%)
Private Equity Gains                                      1,307          244        436%           2,522           967         161%
Other Revenue                                               135          198        (32%)            831           664          25%
                                                       ---------    ---------                  ----------    ----------
    Total Noninterest Revenue                             4,041        2,900         39%          13,473        10,090          34%
                                                       ---------    ---------                  ----------    ----------

NONINTEREST EXPENSE
Salaries                                                  1,461        1,296         13%           5,678         5,025          13%
Employee Benefits                                           233          194         20%             964           854          13%
Occupancy Expense                                           224          220          2%             866           798           9%
Equipment Expense                                           278          250         11%           1,015           890          14%
Other Expense                                               983          913          8%           3,650         3,287          11%
                                                       ---------    ---------                  ----------    ----------
    Total Noninterest Expense Before Restructuring Costs  3,179        2,873         11%          12,173        10,854          12%
Restructuring Costs (a)                                      48           --          NM              48           529         (91%)
                                                       ---------    ---------                  ----------    ----------
                                                       ---------    ---------                  ----------    ----------
    Total Noninterest Expense                             3,227        2,873         12%          12,221        11,383           7%
                                                       ---------    ---------                  ----------    ----------

INCOME BEFORE INCOME TAX EXPENSE                          2,585        1,776         46%           8,375         5,930          41%
Income Tax Expense                                          892          630         42%           2,929         2,148          36%
                                                       ---------    ---------                  ----------    ----------
                                                       =========    =========                  ==========    ==========
NET INCOME                                              $ 1,693      $ 1,146         48%         $ 5,446       $ 3,782          44%
                                                       =========    =========                  ==========    ==========
                                                       =========    =========                  ==========    ==========
NET INCOME APPLICABLE TO COMMON STOCK                   $ 1,677      $ 1,128         49%         $ 5,375       $ 3,684          46%
                                                       =========    =========                  ==========    ==========

NET INCOME PER COMMON SHARE:
    Basic                                                $ 2.05       $ 1.34         53%          $ 6.49        $ 4.35          49%
    Diluted                                              $ 1.98       $ 1.31         51%          $ 6.27        $ 4.24          48%
</TABLE>


     (a) The 1999  fourth  quarter  includes a net  restructuring  charge of $48
million  reflecting a $75 million charge taken in connection  with planned staff
reductions and premises and equipment dispositions resulting from the relocation
of  several  business  functions,  and a $100  million  charge  associated  with
restructuring  actions  undertaken  in certain  businesses.  These  charges were
partially  offset by the reversal of $127 million of costs primarily  related to
occupancy not fully utilized  under the $510 million charge taken in 1998.  1998
includes  the $510  million  charge  taken in  connection  with  initiatives  to
streamline support  functions,  and  merger-related  restructuring  costs of $19
million.
NM - Not meaningful
Unaudited

<PAGE>
                         THE CHASE MANHATTAN CORPORATION
               NONINTEREST REVENUE AND NONINTEREST EXPENSE DETAIL
                                  (in millions)
<TABLE>
<CAPTION>

                                                                                   %                                         %
                                                         Fourth Quarter        Over/(Under)          For The Year       Over/(Under)
                                                      ----------------------                    -----------------------
                                                      ---------    ---------                    ---------    ----------
NONINTEREST REVENUE                                     1999         1998        1998             1999         1998        1998
                                                      ---------    ---------   ----------       ---------    ----------  ----------

Fees for Other Financial Services:
<S>                                                      <C>           <C>          <C>            <C>           <C>          <C>
    Mortgage Servicing Fees                              $ 167         $ 43         288%           $ 405         $ 192        111%
    Service Charges on Deposit Accounts                    104           93          12%             393           368          7%
    Fees in Lieu of Compensating Balances                   91           88           3%             378           344         10%
    Commissions on Letters of Credit and Acceptances        78           83          (6%)            285           301         (5%)
    Brokerage and Investment Services                       62           40          55%             198           142         39%
    Insurance Fees (a)                                      47           42          12%             171           145         18%
    Loan Commitment Fees                                    28           35         (20%)            139           136          2%
    Other Fees                                             142          128          11%             527           465         13%
                                                      ---------    ---------                    ---------    ----------
                                                      =========    =========                    =========    ==========
        Total                                            $ 719        $ 552          30%         $ 2,496       $ 2,093         19%
                                                      =========    =========                    =========    ==========

Trading-Related Revenue: (b)
    Interest Rate Contracts                              $ 184        $ 315         (42%)          $ 989         $ 607         63%
    Foreign Exchange Revenue                               191          140          36%             807           936        (14%)
    Equities and Commodities                                52           32          63%             355           156        128%
    Debt Instruments and Other                             206          199           4%             731           250        192%
                                                      ---------    ---------                    ---------    ----------
        Total                                            $ 633        $ 686          (8%)        $ 2,882       $ 1,949         48%
                                                      =========    =========                    =========    ==========

Other Revenue:
    Residential Mortgage Origination/Sales Activities     $ 48        $ 115         (58%)          $ 323         $ 356         (9%)
    Gains on Sales of a Nonstrategic Building and Branches  --           --           --             166 (c)        --         NM
    All Other Revenue                                       87           83           5%             342           308         11%
                                                      ---------    ---------                    ---------    ----------
                                                      =========    =========                    =========    ==========
        Total                                            $ 135        $ 198         (32%)          $ 831         $ 664         25%
                                                      =========    =========                    =========    ==========


- -----------------------------------------------------------------------------------------------------------------------------------

NONINTEREST EXPENSE

Other Expense:
    Professional Services                                $ 209        $ 185          13%           $ 719         $ 668          8%
    Marketing Expense                                      103          113          (9%)            459           419         10%
    Telecommunications                                      99           91           9%             383           349         10%
    Amortization of Intangibles                             78           73           7%             297           261         14%
    Travel and Entertainment                                63           66          (5%)            226           243         (7%)
    Minority Interest (d)                                   12           14         (14%)             49            50         (2%)
    Foreclosed Property Expense                              1            3         (67%)             15             5        200%
    Special Contribution to the Foundation                  --           --           --             100 (e)        --         NM
    All Other                                              418          368          14%           1,402         1,292          9%
                                                      ---------    ---------                    ---------    ----------
                                                      =========    =========                    =========    ==========
        Total                                            $ 983        $ 913           8%         $ 3,650       $ 3,287         11%
                                                      =========    =========                    =========    ==========

</TABLE>

(a) Insurance  amounts  exclude  certain  insurance  fees related to credit
cards and  mortgage  products,  which are  included in those  revenue  captions.
(b)Charge-offs for risk management  instruments are included in trading revenue.
All prior  periods  have been  restated.  Trading-related  revenue  includes net
interest income attributable to trading  activities.
(c) Includes a $95 million gain on the sale of One New York  Plaza  and a $71
million  gain on the sale of branches in Beaumont,  Texas.
(d) Includes REIT minority interest of $11 million in each  quarter and $44
million in each year.
(e)  Represents  a $100  million special  contribution  to The Chase  Manhattan
Foundation.
NM - Not meaningful
Unaudited

<PAGE>

                         THE CHASE MANHATTAN CORPORATION
                         OPERATING INCOME RECONCILIATION
                      (in millions, except per share data)

<TABLE>
<CAPTION>

                                                          FOURTH QUARTER 1999                                 FOURTH QUARTER 1998
                                     -------------------------------------------         -------------------------------------------

                                      REPORTED   CREDIT      SPECIAL    OPERATING         REPORTED   CREDIT      SPECIAL   OPERATING
                                       RESULTS    CARD      ITEMS       BASIS              RESULTS    CARD      ITEMS       BASIS
                                       (a)         (b)       (c)                           (a)         (b)       (c)
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
EARNINGS
<S>                                  <C>             <C>       <C>      <C>              <C>             <C>       <C>      <C>
Market-Sensitive Revenue             $ 2,380         $ -       $ -      $ 2,380          $ 1,478         $ -       $ -      $ 1,478
Less Market-Sensitive Revenue          3,886         240       (62)       4,064            3,582         284         -        3,866
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Total Revenue                          6,266         240       (62)       6,444            5,060         284         -        5,344
Noninterest Expense                    3,179           -         -        3,179            2,873           -         -        2,873
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Operating Margin                       3,087         240       (62)       3,265            2,187         284         -        2,471
Credit Costs                             454         240         -          694              411         284         -          695
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Income Before Restructuring Costs      2,633           -       (62)       2,571            1,776           -         -        1,776
Restructuring Costs                       48           -       (48)           -                -           -         -            -
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Income Before Income Tax Expense       2,585           -       (14)       2,571            1,776           -         -        1,776
Income Tax Expense                       892           -        (4)         888              630           -         -          630
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
                                     --------    --------  --------    ---------         --------    --------              ---------
Net Income                           $ 1,693         $ -     $ (10)     $ 1,683          $ 1,146         $ -       $ -      $ 1,146
                                     --------    --------  --------    ---------         --------    --------  --------    ---------

NET INCOME PER COMMON SHARE

Basic                                 $ 2.05                             $ 2.04           $ 1.34                             $ 1.34
Diluted                               $ 1.98                             $ 1.97           $ 1.31                             $ 1.31

- ------------------------------------------------------------------------------------------------------------------------------------

                                                           FOR THE YEAR 1999                                   FOR THE YEAR 1998
                                     -------------------------------------------         -------------------------------------------

                                      REPORTED   CREDIT      SPECIAL    OPERATING         REPORTED   CREDIT      SPECIAL   OPERATING
                                       RESULTS    CARD      ITEMS       BASIS              RESULTS    CARD      ITEMS       BASIS
                                       (a)         (b)       (c)                           (a)         (b)       (c)
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
EARNINGS
<S>                                  <C>             <C>       <C>      <C>              <C>             <C>       <C>      <C>
Market-Sensitive Revenue             $ 7,392         $ -       $ -      $ 7,392          $ 5,027         $ -       $ -      $ 5,027
Less Market-Sensitive Revenue         14,825         993      (228)      15,590           13,629       1,148      (191)      14,586
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Total Revenue                         22,217         993      (228)      22,982           18,656       1,148      (191)      19,613
Noninterest Expense                   12,173           -      (100)      12,073           10,854           -       (37)      10,817
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Operating Margin                      10,044         993      (128)      10,909            7,802       1,148      (154)       8,796
Credit Costs                           1,621         993         -        2,614            1,343       1,148         -        2,491
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Income Before Restructuring Costs      8,423           -      (128)       8,295            6,459           -      (154)       6,305
Restructuring Costs                       48           -       (48)           -              529           -      (529)           -
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Income Before Income Tax Expense       8,375           -       (80)       8,295            5,930           -       375        6,305
Income Tax Expense                     2,929           -       (28)       2,901            2,148           -       141        2,289
                                     --------    --------  --------    ---------         --------    --------  --------    ---------
Net Income                           $ 5,446         $ -     $ (52)     $ 5,394          $ 3,782         $ -     $ 234      $ 4,016
                                     --------    --------  --------    ---------         --------    --------  --------    ---------

NET INCOME PER COMMON SHARE

Basic                                 $ 6.49                             $ 6.42           $ 4.35                             $ 4.63
Diluted                               $ 6.27                             $ 6.21           $ 4.24                             $ 4.51

</TABLE>

     Note: Charge-offs and provisions for risk management instruments,  included
in credit costs prior to 1999, are now netted against trading revenue. All prior
periods have been restated.

(a) Represent results as reported in Chase's financial  statements,  except
that revenues are categorized between market-sensitive and less market-sensitive
revenues   and   restructuring    costs   have   been   separately    displayed.
Market-sensitive  revenue  includes  investment  banking  fees,  trading-related
revenue (including  trading-related  net interest income),  securities gains and
private  equity  gains.
(b) This  column  excludes  the  impact of credit  card securitizations.
(c) Includes  restructuring  costs and special items. The 1999 fourth quarter
results included interest income from prior years' tax refunds of $62 million
and a net restructuring charge of $48 million. The net restructuring charge
reflects a $75 million  charge taken in  connection  with planned  staff
reductions and premises and equipment dispositions resulting from the relocation
of  several  business  functions,  and a $100  million  charge  associated  with
restructuring  actions  undertaken  in certain  businesses.  These  charges were
partially  offset by the reversal of $127 million of costs primarily  related to
occupancy not fully utilized  under the $510 million charge taken in 1998.  Also
included in the 1999 full year  results were $166 million in gains from sales of
nonstrategic  assets,  of which  $95  million  was from the sale of One New York
Plaza and $71 million was from the sale of branches in  Beaumont,  Texas,  and a
special  contribution  of $100  million.  The 1998  full year  results  included
interest  income from prior years' tax refunds of $191 million,  costs  incurred
for accelerated  vesting of stock-based  incentive awards of $37 million,  and a
$510 million charge taken in connection with  initiatives to streamline  support
functions, and merger-related restructuring costs of $19 million.

Unaudited

<PAGE>

                         THE CHASE MANHATTAN CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                  (in millions)

<TABLE>
<CAPTION>


                                                                                                                           %
                                                                                         December 31,                 Over/(Under)
                                                                               ----------------------------------
                                                                                   1999                1998               1998
                                                                               --------------      --------------    ---------------

ASSETS
<S>                                                                                 <C>                 <C>                     <C>
Cash and Due from Banks                                                             $ 16,229            $ 17,068                (5%)
Deposits with Banks                                                                   28,076               7,212               289%
Federal Funds Sold and Securities
    Purchased Under Resale Agreements                                                 23,823              18,487                29%
Trading Assets:
    Debt and Equity Instruments                                                       30,191              24,844                22%
    Risk Management Instruments                                                       33,078              32,848                 1%
Securities                                                                            61,513              64,490                (5%)
Loans (Net of Allowance for Loan Losses of $3,457 in 1999
               and $3,552 in 1998)                                                   172,702             169,202                 2%
Other Assets                                                                          40,493              31,724                28%
                                                                               --------------      --------------
    TOTAL ASSETS                                                                   $ 406,105           $ 365,875                11%
                                                                               ==============      ==============

LIABILITIES
Deposits:
  Domestic:
    Noninterest-Bearing                                                             $ 49,468            $ 47,541                 4%
    Interest-Bearing                                                                  80,132              85,886                (7%)
  Foreign:
    Noninterest-Bearing                                                                6,061               4,082                48%
    Interest-Bearing                                                                 106,084              74,928                42%
    Total Deposits                                                                   241,745             212,437                14%
Federal Funds Purchased and Securities
    Sold Under Repurchase Agreements                                                  50,148              41,632                20%
Commercial Paper                                                                       8,509               7,788                 9%
Other Borrowed Funds                                                                   5,145               7,239               (29%)
Trading Liabilities                                                                   38,573              38,502                 --
Accounts Payable, Accrued Expenses and Other Liabilities, Including
    the Allowance for Credit Losses of $170 in 1999 and 1998                          17,678              15,514                14%
Long-Term Debt                                                                        17,602              16,187                 9%
Guaranteed Preferred Beneficial Interests in Corporation's
    Junior Subordinated Deferrable Interest Debentures                                 2,538               2,188                16%
                                                                               --------------      --------------
    TOTAL LIABILITIES                                                                381,938             341,487                12%
                                                                               --------------      --------------

PREFERRED STOCK OF SUBSIDIARY                                                            550                 550                 --
                                                                               --------------      --------------

STOCKHOLDERS' EQUITY
Preferred Stock                                                                          928               1,028               (10%)
Common Stock                                                                             882                 882                 --
Capital Surplus                                                                        9,714               9,836                (1%)
Retained Earnings                                                                     17,547              13,544                30%
Accumulated Other Comprehensive Income (Loss)                                         (1,454)                392                 NM
Treasury Stock, at Cost                                                               (4,000)             (1,844)              117%
                                                                               --------------      --------------
    TOTAL STOCKHOLDERS' EQUITY                                                        23,617              23,838                (1%)
                                                                               --------------      --------------
    TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY
       AND STOCKHOLDERS' EQUITY                                                    $ 406,105           $ 365,875                11%
                                                                               ==============      ==============
</TABLE>


NM - Not meaningful
Unaudited

<PAGE>

                                               THE CHASE MANHATTAN CORPORATION
                                              CONSOLIDATED STATEMENT OF CHANGES
                                                   IN STOCKHOLDERS' EQUITY
                                                        (in millions)
<TABLE>
<CAPTION>

                                                                                                            For The Year
                                                                                            ----------------------------------
                                                                                            ------------         -------------
                                                                                               1999                  1998
                                                                                            ------------         -------------

<S>                                                                                             <C>                   <C>
Preferred Stock
Balance at Beginning of Year                                                                    $ 1,028               $ 1,740
Issuance of Stock                                                                                     -                   200
Redemption of Stock                                                                                (100)                 (912)
                                                                                            ------------         -------------
Balance at End of Year                                                                            $ 928               $ 1,028
                                                                                            ------------         -------------

Common Stock
Balance at Beginning of Year                                                                      $ 882                 $ 441
Issuance of Common Stock for a Two-for-One Stock Split                                                -                   441
                                                                                            ------------         -------------
                                                                                            ------------         -------------
Balance at End of Year                                                                            $ 882                 $ 882
                                                                                            ------------         -------------

Capital Surplus
Balance at Beginning of Year                                                                    $ 9,836              $ 10,360
Issuance of Common Stock for a Two-for-One Stock Split                                                -                  (441)
Issuance of Common Stock and Options for the
    Purchase Accounting Acquisition of H&Q                                                          215                     -
Shares Issued and Commitments to Issue Common Stock
    for Employee Stock-Based Awards and Related Tax Effects                                        (337)                  (83)
                                                                                            ------------         -------------
Balance at End of Year                                                                          $ 9,714               $ 9,836
                                                                                            ------------         -------------

Retained Earnings
Balance at Beginning of Year                                                                   $ 13,544              $ 11,086
Net Income                                                                                        5,446                 3,782
Cash Dividends Declared:
    Preferred Stock                                                                                 (71)                  (98)
    Common Stock                                                                                 (1,372)               (1,226)
                                                                                            ------------         -------------
Balance at End of Year                                                                         $ 17,547              $ 13,544
                                                                                            ------------         -------------

Accumulated Other Comprehensive Income (Loss)
Balance at Beginning of Year                                                                      $ 392                 $ 112
Other Comprehensive Income (Loss)                                                                (1,846)                  280
                                                                                            ------------         -------------
Balance at End of Year                                                                          $(1,454)                $ 392
                                                                                            ------------         -------------

Treasury Stock, at Cost
Balance at Beginning of Year                                                                    $(1,844)              $(1,997)
Purchase of Treasury Stock                                                                       (4,349)               (1,091)
Reissuance of Treasury Stock                                                                      1,981                 1,244
Reissuance of Treasury Stock for the Purchase Accounting Acquisition of H&Q                         212                     -
                                                                                            ------------         -------------
Balance at End of Year                                                                          $(4,000)              $(1,844)
                                                                                            ------------         -------------

Total Stockholders' Equity                                                                     $ 23,617              $ 23,838
                                                                                            ============         =============

- ------------------------------------------------------------------------------------------------------------------------------

Comprehensive Income
Net Income                                                                                      $ 5,446               $ 3,782
Other Comprehensive Income (Loss)                                                                (1,846)                  280
                                                                                            ------------         -------------
                                                                                            ============         =============
Comprehensive Income                                                                            $ 3,600               $ 4,062
                                                                                            ============         =============
</TABLE>

    Unaudited

<PAGE>

                         THE CHASE MANHATTAN CORPORATION
                           CREDIT RELATED INFORMATION
                                  (in millions)

<TABLE>
<CAPTION>

                                                                                 %                                             %
                                                Credit-Related Assets        Over/(Under)      Nonperforming Assets     Over/(Under)
                                              ---------------------------                    --------------------------
               December 31,                      1999           1998           1998             1999           1998           1998
- --------------------------------------------  ------------   ------------    ----------      ------------   -----------    ---------
<S>                                               <C>           <C>               <C>                <C>         <C>             <C>
CONSUMER LOANS
Domestic Consumer:
     1-4 Family Residential Mortgages           $ 44,262         $41,831            6%             $ 286         $ 313          (9%)
     Credit Card  - Reported                       15,633         14,229           10%                40 (a)        --            NM
     Credit Card Securitizations (b)               17,939         18,033           (1%)               --            --            --
                                              ------------   ------------                    ------------   -----------
     Credit Card - Managed                         33,572         32,262            4%                40            --            NM
     Auto Financings                               18,442         16,456           12%                83            50           66%
     Other Consumer                                 6,902         8,375           (18%)                7             6           17%
                                              ------------   ------------                    ------------   -----------
Total Domestic Consumer                           103,178         98,924            4%               416           369           13%
Total Foreign Consumer                              2,800          2,939           (5%)               22            23          (4%)
                                              ------------   ------------                    ------------   -----------
Total Consumer Loans                              105,978        101,863            4%               438            392          12%
                                              ------------   ------------                    ------------   -----------
COMMERCIAL LOANS
Domestic Commercial:
     Commercial and Industrial                     52,308         49,706            5%               392           332           18%
     Commercial Real Estate                         3,636          3,984           (9%)               51            41           24%
                                              ------------   ------------                    ------------   -----------
Total Domestic Commercial                          55,944         53,690            4%               443           373           19%
Total Foreign Commercial                           32,176         35,234           (9%)              779           675           15%
                                              ------------   ------------                    ------------   -----------
Total Commercial Loans                             88,120         88,924           (1%)            1,222         1,048           17%
Derivative and FX Contracts                        33,611         33,255            1%                34            50         (32%)
                                              ------------   ------------                    ------------   -----------

Total Commercial Credit-Related                   121,731        122,179            --             1,256         1,098           14%
                                              ------------   ------------                    ------------   -----------
                                              ============   ============
Total Managed Credit-Related                     $227,709       $224,042            2%             1,694         1,490           14%
                                              ============   ============                    ------------   -----------
Assets Acquired as Loan Satisfactions                                                                102           116         (12%)
                                                                                             ------------   -----------
                                                                                             ============   ===========
Total Nonperforming Assets                                                                       $ 1,796       $ 1,606           12%
                                                                                             ============   ===========

</TABLE>
<TABLE>
<CAPTION>
                                                                                 %                                             %
                                                       Fourth Quarter   Over/(Under)                For The Year       Over/(Under)
                                                   -------------------                            --------------
                                              ------------   ------------                    ------------   -----------
            NET CHARGE-OFFS                      1999           1998           1998             1999           1998           1998
- -------------------------------------------- ------------   ------------    ----------      ------------   -----------     ---------
CONSUMER LOANS
Domestic Consumer:
<S>  <C>                                             <C>             <C>           <C>              <C>           <C>           <C>
     1-4 Family Residential Mortgages                $ 10            $ 9           11%              $ 29          $ 31          (6%)
     Credit Card  - Reported                          187            212          (12%)              828           762            9%
     Credit Card Securitizations (b)                  240            284          (15%)              993         1,148         (14%)
                                              ------------   ------------                    ------------   -----------
     Credit Card - Managed                            427            496          (14%)            1,821         1,910          (5%)
     Auto Financings                                   24             19           26%                81            77            5%
     Other Consumer                                    52             44           18%               196           167           17%
                                              ------------   ------------                    ------------   -----------
Total Domestic Consumer                               513            568          (10%)            2,127         2,185          (3%)
Total Foreign Consumer                                 10             11           (9%)               37            25           48%
                                              ------------   ------------                    ------------   -----------
Total Consumer Loans                                  523            579          (10%)            2,164         2,210          (2%)
                                              ------------   ------------                    ------------   -----------
COMMERCIAL LOANS
Domestic Commercial:
     Commercial and Industrial                        107              9            NM               252           (68)           NM
     Commercial Real Estate                            (1)            (5)           NM               (14)          (14)           --
                                              ------------   ------------                    ------------   -----------
Total Domestic Commercial                             106              4            NM               238           (82)           NM
Total Foreign Commercial                              181            112           62%               324           438         (26%)
                                              ------------   ------------                    ------------   -----------
Total Commercial Loans                                287            116          147%               562           356           58%
                                              ------------   ------------                    ------------   -----------
Total Managed Net Charge-offs (c)                   $ 810          $ 695           17%           $ 2,726       $ 2,566            6%
                                              ============   ============                    ============   ===========
</TABLE>


(a) Includes  currently  performing loans placed on a cash basis because of
concerns as to collectibility.
(b) Represents the portion of Chase's credit card receivables that have been
securitized.
(c)  Excludes  charge-offs  for risk management  instruments  which are netted
against  trading  revenues.

NM - Not meaningful
Unaudited

<PAGE>

                         THE CHASE MANHATTAN CORPORATION
                     CREDIT RELATED INFORMATION (Continued)
<TABLE>
<CAPTION>


                                                                                As of or For The          As of or For The
                                                                                Three Months Ended        Year Ended
MANAGED CREDIT CARD PORTFOLIO *                                                 December 31,              December 31,
                                                                     -------------------------   ------------------------
                                                                     -----------    ----------   ----------   -----------
       (in millions, except ratios)                                     1999          1998         1999          1998
- ----------------------------------------------------                 -----------    ----------   ----------   -----------

<S>                                                                     <C>           <C>          <C>           <C>
Average Credit Card Receivables                                         $33,290       $31,902      $32,707       $31,965
Past Due 90 Days or More and Accruing                                     $ 638         $ 691        $ 638         $ 691
   As a Percentage of Average Credit Card Receivables                     1.92%         2.17%        1.95%         2.16%
Net Charge-offs                                                           $ 436         $ 500      $ 1,852       $ 1,925
   As a Percentage of Average Credit Card Receivables                     5.24%         6.27%        5.66%         6.02%

* Includes domestic and international credit card activity.



</TABLE>



                                                   SELECTED COUNTRY EXPOSURE (a)
                                                            (in billions)
<TABLE>
<CAPTION>


                                                  At December 31, 1999                                             At Dec. 31, 1998
                          --------------------------------------------------------------------------------   -----------------------
                                                                                                  Country                   Country
                                                         Gross                         Net        Related        Net        Related
                                                         Local          Less         Cross-       Resale        Cross-      Resale
                            Lending-      Trading-      Country        Local         Border       Agree-        Border      Agree-
     LATIN AMERICA         Related (b)     Related (c)  Assets        Funding       Exposure (a) ments (a)     Exposure      ments
- -------------------------

<S>                              <C>          <C>         <C>            <C>            <C>          <C>           <C>         <C>
Brazil                           $ 0.9        $ 0.2       $ 1.3          $ (1.0)        $ 1.4        $ 0.9         $ 2.3       $ 0.9
Argentina                          2.1          0.2         0.4            (0.3)          2.4          0.6           2.3         0.5
Mexico                             1.6          0.8         0.4            (0.4)          2.4          0.5           1.8         0.4
Chile                              0.9            -         0.1            (0.1)          0.9            -           0.9           -
Colombia                           0.6            -           -               -           0.6            -           0.8           -
Venezuela                          0.3            -           -               -           0.3          0.1           0.4           -
All Other Latin America (d)        0.7          0.1         0.8            (0.8)          0.8            -           1.0           -
                          ------------   ----------    --------     -----------    ----------   ----------   -----------  ----------
       Total Latin America       $ 7.1        $ 1.3       $ 3.0          $ (2.6)        $ 8.8        $ 2.1         $ 9.5       $ 1.8
                          ------------   ----------    --------     -----------    ----------   ----------   -----------  ----------

  ASIAN IMF COUNTRIES
- -------------------------

South Korea                      $ 0.6        $ 0.2       $ 0.9          $ (0.3)        $ 1.4          $ -         $ 2.4         $ -
Indonesia                          0.8          0.1         0.1            (0.1)          0.9            -           1.2           -
Thailand                           0.1          0.1         0.7            (0.2)          0.7            -           0.9           -
                          ------------   ----------    --------     -----------    ----------   ----------   -----------  ----------
  Subtotal                         1.5          0.4         1.7            (0.6)          3.0            -           4.5           -

OTHER EMERGING ASIA
- -------------------------

Hong Kong                          0.4          0.1         4.5            (4.5)          0.5            -           0.8           -
Singapore                          0.8          0.1         0.1            (0.1)          0.9            -           0.8           -
Philippines                        0.1          0.1         0.3            (0.1)          0.4            -           0.6           -
Malaysia                           0.1          0.1         0.6            (0.1)          0.7            -           0.6           -
China                              0.2          0.2         0.1            (0.1)          0.4            -           0.6           -
All Other Asia                     0.3            -         0.5            (0.3)          0.5            -           0.5           -
                          ------------   ----------    --------     -----------    ----------   ----------   -----------  ----------
  Total Emerging Asia (e)        $ 3.4        $ 1.0       $ 7.8          $ (5.8)        $ 6.4          $ -         $ 8.4         $ -
                          ------------   ----------    --------     -----------    ----------   ----------   -----------  ----------

</TABLE>

(a) Estimated  cross-border  disclosure  is based on the Federal  Financial
Institutions    Examination   Council   ("FFIEC")   guidelines   governing   the
determination of cross-border  risk. Under FFIEC  guidelines,  resale agreements
are  reported by the country of the issuer of the  underlying  security.  Chase,
however,  does not consider the cross-border risk of resale agreements to depend
upon the country of the issuer of the underlying  security and, as a result, has
presented  these amounts  separately in the above table.
(b) Includes loans and accrued  interest,  interest-bearing  deposits  with
banks,  acceptances,  other monetary  assets,  issued  letters of credit and
undrawn  commitments  to extend credit.
(c) Includes  cross-border  trading debt and equity instruments and the mark-
to-market  exposure  of foreign  exchange  and  derivative  contracts.  The
amounts associated with foreign exchange and derivative  contracts are presented
after  taking into  account  the impact of legally  enforceable  master  netting
agreements.
(d)  Excludes  Bermuda  and Cayman  Islands.
(e)  Excludes  Japan, Australia and New Zealand.  The net cross-border  exposure
for Japan,  Australia and New Zealand at December  31, 1999 was $4.9  billion,
$2.0  billion and $0.3 billion,  respectively,  compared  with  $5.2  billion,
$1.9  billion  and $0.6 billion,  respectively,  at December  31, 1998.  Japan
also had  country-related resale  agreements  of $3.3  billion at December 31,
1999,  compared  with $1.7 billion at December 31, 1998.

Unaudited

<PAGE>

                        THE CHASE MANHATTAN CORPORATION
        CONDENSED AVERAGE CONSOLIDATED BALANCE SHEET, INTEREST AND RATES
              (Taxable-Equivalent Interest and Rates; in millions)

<TABLE>
<CAPTION>

                                                                Fourth Quarter 1999                          Fourth Quarter 1998
                                                 -------------------------------------        -------------------------------------
                                                   Average                    Rate              Average                    Rate
                                                  Balance      Interest      (Annualized)      Balance     Interest     (Annualized)
ASSETS
<S>                                                 <C>           <C>           <C>              <C>          <C>            <C>
Liquid Interest-Earning Assets                      $ 70,789      $ 1,018       5.71%            $ 62,155     $ 1,096        7.00%
Securities                                            59,977          878       5.81%              64,340         967        5.96%
Loans                                                175,822        3,452       7.79%             173,119       3,382        7.75%
    Total Interest-Earning Assets                    306,588        5,348       6.92%             299,614       5,445        7.21%
Noninterest-Earning Assets                            81,000                                       78,827
    Total Assets                                    $387,588                                     $378,441

LIABILITIES
Interest-Bearing Deposits                           $172,655        1,786 (b)    4.10%           $160,386       1,717        4.25%
Short-Term and Long-Term Debt                         99,451        1,330        5.31%             92,633       1,564        6.70%
    Total Interest-Bearing Liabilities               272,106        3,116        4.54%             253,019      3,281        5.14%
Noninterest-Bearing Deposits                          50,710                                        48,628
Other Noninterest-Bearing Liabilities                 41,377                                        52,914
    Total Liabilities                                364,193                                       354,561
PREFERRED STOCK OF SUBSIDIARY                            550                                           550
STOCKHOLDERS' EQUITY
Preferred Stock                                         928                                        1,028
Common Stockholders' Equity                          21,917                                       22,302
    Total Stockholders' Equity                       22,845                                       23,330
Total Liabilities, Preferred Stock of Subsidiary
    and Stockholders' Equity                       $387,588                                     $378,441

INTEREST RATE SPREAD                                                            2.38%                                        2.07%
NET INTEREST INCOME AND NET YIELD
    ON INTEREST-EARNING ASSETS                                   $ 2,232        2.89%                        $ 2,164         2.87%

NET INTEREST INCOME AND NET YIELD
    ON INTEREST-EARNING ASSETS (a)                               $ 2,567        3.14% (b)                    $ 2,531         3.16%

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

                                                                 For The Year 1999                            For The Year 1998
                                                 -------------------------------------        -------------------------------------
                                                   Average                                      Average
                                                   Balance      Interest      Rate              Balance     Interest       Rate
ASSETS
<S>                                                 <C>           <C>           <C>              <C>          <C>            <C>
Liquid Interest-Earning Assets                      $ 64,212      $ 3,908       6.09%            $ 68,910     $ 5,284        7.67%
Securities                                            56,216        3,233       5.75%              58,484       3,635        6.22%
Loans                                                173,770       13,118       7.55%             169,386      13,394        7.91%
    Total Interest-Earning Assets                    294,198       20,259       6.89%             296,780      22,313        7.52%
Noninterest-Earning Assets                            75,949                                       76,431
    Total Assets                                    $370,147                                     $373,211

LIABILITIES
Interest-Bearing Deposits                           $163,795        6,592 (b)   4.02%            $153,545       6,840 (b)    4.45%
Short-Term and Long-Term Debt                         92,179        4,901       5.32%              98,368       6,883        7.00%
    Total Interest-Bearing Liabilities               255,974       11,493       4.49%             251,913      13,723        5.45%
Noninterest-Bearing Deposits                          48,752                                       46,169
Other Noninterest-Bearing Liabilities                 41,892                                       51,971
    Total Liabilities                                346,618                                      350,053
PREFERRED STOCK OF SUBSIDIARY                            550                                          550
STOCKHOLDERS' EQUITY
Preferred Stock                                        1,002                                        1,280
Common Stockholders' Equity                           21,977                                       21,328
    Total Stockholders' Equity                        22,979                                       22,608
Total Liabilities, Preferred Stock of Subsidiary
    and Stockholders' Equity                        $370,147                                     $373,211

INTEREST RATE SPREAD                                                            2.40%                                        2.07%
NET INTEREST INCOME AND NET YIELD
    ON INTEREST-EARNING ASSETS                                   $ 8,766        2.98%                        $ 8,590         2.89%

NET INTEREST INCOME AND NET YIELD
    ON INTEREST-EARNING ASSETS (a)                              $ 10,101        3.24% (b)                   $ 10,050        3.19%(b)

</TABLE>

(a)  Excludes the impact of the credit card  securitizations.
(b) Includes interest  income of $62 million  recognized in the 1999 fourth
quarter and $191 million  recognized  in 1998 for  prior  years'  tax  refunds.
Excluding  these amounts,  the net yield on  interest-earning  assets  would be
3.07%, 3.22% and 3.13%  for the  1999  fourth  quarter,  1999  full  year  and
1998  full  year,respectively.

Unaudited

<PAGE>

                                             THE CHASE MANHATTAN CORPORATION
                                                 Chase Capital Partners
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
                            Chase Capital Partners Investment Portfolio at December 31, 1999


($ in millions)                                                                   Carrying
                                                                                     Value              Cost
                                                                           ----------------------------------
<S>                                                                                <C>                 <C>
Total Public Securities (101 securities)                                           $ 2,624             $ 696
Total Non-Public Direct Investments (484 investments)                                4,481             4,344
Total Non-Public Fund Investments (282 funds)                                        1,844             1,867
                                                                           ----------------    --------------
                                                                           ================    ==============
     Total Investment Portfolio                                                    $ 8,949           $ 6,907
                                                                           ================    ==============

- --------------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------------------------------------------------
                                   Public Securities Investments at December 31, 1999

                                                                                    Quoted
($ in millions)                                                                     Public
                                              Symbol            Shares (MM)          Value              Cost
                                              ---------------------------------------------------------------
<S>                                           <C>                      <C>            <C>                <C>
TRITON PCS HOLDING, INC.                      TPCS                    11.6           $ 546              $ 67
TELECORP PCS                                  TLCP                    11.6             491                60
STARMEDIA NETWORK, INC.                       STRM                    11.0             442                28
IXL ENTERPRISES, INC.                         IIXL                     7.4             411                29
DIGITAL ISLAND                                ISLD                     2.3             223                12
COBALT NETWORKS, INC.                         COBT                     1.9             208                 5
AMERICAN TOWER SYSTEMS                        AMT                      6.2             188                17
SEAT - PATINE GIALLE SPA                      SPG IM                     *             185                12
FISHER SCIENTIFIC                             FSH                      4.1             146                39
ITXC CORP.                                    ITXC                     3.8             135                 6
                                                                           ----------------    --------------
     Top Ten Public Securities                                                     $ 2,975             $ 275
Other Securities (91 securities)                                                     1,003               421
                                                                           ----------------    --------------
                                                                           ================    ==============
     Total Public Securities (carrying value $2,624)                               $ 3,978             $ 696
                                                                           ================    ==============
* - owned through a limited partnership
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Policy:

     Public  securities held by Chase Capital Partners are  marked-to-market  at
the quoted public value less liquidity discounts,  with the resulting unrealized
gains/losses  included in the income  statement.  Chase's  valuation  policy for
public  securities  incorporates the use of these liquidity  discounts and price
averaging  methodologies in certain  circumstances to take into account the fact
that Chase can not  immediately  realize  such public  quoted  values due to the
numerous  regulatory,  corporate and contractual sales restrictions.  Non-Public
investments  are  carried at cost,  with the  exception  of  holdings in which a
subsequent  investment by an unaffiliated  party indicates a valuation in excess
of cost and holdings for which  evidence of an  other-than-temporary  decline in
value exists.



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