CHITTENDEN CORP /VT/
10-Q, 1994-11-17
STATE COMMERCIAL BANKS
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[DESCRIPTION]     ENTIRE TEXT PORTION


THIS DOCUMENT IS A COPY OF THE 10-Q FILED ON NOVEMBER 14, 1994 PURSUANT TO A 
RULE 201 TEMPORARY HARDSHIP EXEMPTION.


     November 14, 1994



     Securities and Exchange Commission
     450 5th Street
     Washington, D.C. 20549

     RE:  CHITTENDEN CORPORATION
          REGISTRATION NO. 0-7974
          QUARTERLY REPORT (ON FORM 10-Q)

     Gentlemen:

     Pursuant to the requirements of Rule 131-13 under the Securities Exchange
     Act of 1934, there is appended to this transmittal, an electronic file of
     the quarterly report (on Form 10-Q) of Chittenden Corporation, Two
     Burlington Square, Burlington, Vermont 05401 for the nine months ended
     September 30, 1994.

     If you have any questions concerning this quarterly report, please
     telephone the undersigned at (802) 660-1410.

     Kindly acknowledge receipt of this letter by Compuserve E-Mail.

     Thank you.

     Very truly yours,



     F. Sheldon Prentice
     Secretary

<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                      FORM 10-Q

                      Quarterly Report Under Section 13 or 15(d)
                        of the Securities Exchange Act of 1934

                       For Nine Months Ended September 30, 1994
                            Commission File Number 0-7974

                                CHITTENDEN CORPORATION
                (Exact Name of Registrant as Specified in its Charter)


          VERMONT                                 03-0228404
     (State of Incorporation)           (IRS Employer Identification No.)

          TWO BURLINGTON SQUARE
          BURLINGTON, VERMONT                                05401
     (Address of Principal Executive Offices)              (Zip Code)


                    Registrant's Telephone Number:  (802) 658-4000

                                    NOT APPLICABLE
                      Former Name, Former Address and Formal Fiscal Year
                                 If Changed Since Last Report


     Indicate by checkmark whether the Registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     Registrant was required to file such reports), and (2) has been subject to
     such filing requirements for the past 90 days.  

                                      YES  X      NO       

     At September 30, 1994, there were 6,479,583 shares of the Corporations's
     $1.00 par value common stock issued, with 6,238,181 shares outstanding.


<PAGE>






                            PART I.  FINANCIAL INFORMATION

                            Item 1.  Financial Statements







<PAGE>

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  September 30, 1994


     Note 1 - Accounting Policies

        The Company's significant accounting policies are described in Note 1

     of the Notes to Consolidated Financial Statements included in its 1993

     Annual Report on Form 10-K filed with the Securities and Exchange

     Commission.  For interim reporting purposes, the Company follows the same

     accounting policies and considers each interim period as an integral part

     of an annual period.

        The financial information included herein is unaudited; however, such

     information reflects all adjustments (consisting of normal recurring

     accruals) which are, in the opinion of management, necessary for a fair

     statement of results for the interim periods.  Interim results are not

     necessarily indicative of results to be expected for the entire year.

     Note 2 - Adoption of Statement of Financial Accounting Standards No. 115,

     "Accounting for Certain Investments in Debt and Equity Securities."

        The company adopted SFAS 115 on January 1, 1994.  Under SFAS 115,

     investment securities are now classified under three different categories -

     trading, available for sale, and held for investment.  The Company's

     investment portfolio at September 30, 1994 consisted primarily of the

     available for sale category.  At September 30, 1994, the Company reported a

     decrease in stockholders' equity of $4,111,000 (net of an income tax effect

     of $2,214,000) to reflect the valuation allowance for net unrealized losses

     on investment securities available for sale.

     Note 3 - Bank of Western Massachusetts 8-K Filing Disclosure.

        On August 17, 1994 Chittenden Corporation (NASDAQ-CNDN) and The Bank of

     Western Massachusetts, Springfield, Massachusetts announced that they had

     signed a definitive agreement whereby Chittenden would acquire The Bank of

     Western Massachusetts for approximately $25.5 million in stock and cash. 

     Consummation of the transaction is subject to appropriate regulatory and

     stockholder approvals and is expected to occur in the second quarter of

     1995.  

     Note 4 - Subsequent Event--Stock Buyback

        On October 26 and November 7, 1994, Chittenden acquired 226,875 and

     100,000 shares, respectively, of its own common stock for a total of $6.6

     million.

     Note 5 - Resolved Legal Claim

        Walsh vs. Chittenden Corp., et al, was a class action in which

     plaintiff represented himself and other persons who purchased Chittenden

     common stock from March 29, 1989 through August 15, 1990.  Plaintiff named

     Chittenden and two of its former executive officers in the suit filed on

     August 9, 1991 in the United States District Court of Vermont.  The

     plaintiff claimed violations of Federal securities laws on the grounds that

     Chittenden allegedly withheld timely disclosure of developments affecting

     its loan portfolio.  Plaintiff's counsel and Chittenden entered into a

     settlement agreement which provided among other things, that a fund of $1.5

     million be established to resolve any claims of members of the class,

     including plaintiff's counsel fees.  This settlement agreement was approved

     by the Court July 1, 1994.  Taking into consideration certain payments from

     an insurance carrier, Chittenden's contribution to the settlement fund had

     no material effect on Chittenden's consolidated financial statements.

<PAGE>

                            PART I.  FINANCIAL INFORMATION

                    Item 2.  Management's Discussion and Analysis
                              of Financial Condition and
                               Results from Operations
<PAGE>

     MANAGEMENT'S DISCUSSION AND ANALYSIS
     OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        Chittenden Corporation's net income for the third quarter of 1994

     increased 41% from the 1993 level to $4.0 million, or $0.63 per share.  Net

     income for the first nine months of 1994 totaled $11.3 million, or $1.77

     per share, up 46% from last year.  Return on average assets was 1.26% for

     the first nine months of 1994, compared with 0.88% last year.  Return on

     average equity was 14.95% for the first nine months of 1994, up from 11.24%

     for the same period in 1993.

        Net interest income on a fully taxable equivalent basis was $40.6

     million, up $2.5 million from the amount earned during the first nine

     months of 1993.  Contributing to this increase were both a higher net yield

     on earning assets, up 16 basis points from a year ago to 4.87%, and higher

     average earning assets, up $33.4 million from a year ago.  For the third

     quarter of 1994, taxable equivalent net interest income was $14.3 million,

     up $1.3 million from the third quarter 1993 level.  The net yield for the

     1994 quarter was 5.05%, up from 4.71% in 1993.  Average earning assets for

     the third quarter of 1994 were $1.1 billion, unchanged from the same period

     a year ago.

        Provisions for and activity in the allowance for loan losses are

     summarized as follows:

<TABLE>
<CAPTION>
                              Three Months        Nine Months
                              Ended September 30, Ended September 30,
                              1994      1993      1994      1993
                                          (In Thousands)
<S>                           <C>      <C>       <C>       <C>
      Beginning Allowance  
       for Possible Loan  
       Losses Balance         $18,927  $17,535   $18,917   $16,372 
      Provision for 
       Possible Loan Losses    1,000     1,650     3,400     4,950 
      Loans Charged Off       (1,211)   (1,379)   (4,088)   (3,965)
      Loan Recoveries            373       230       860       679 
                             -------   -------   -------   ------- 
      Ending Allowance for 
       Possible Loan Losses 
       Balance               $19,089   $18,036   $19,089   $18,036 
                             =======   =======   =======   =======
</TABLE>
        Noninterest income amounted to $5.6 million for the third quarter and

     $17.0 million for the first nine months of 1994, down 13% and 7%,

     respectively, from the same periods a year ago.  Trust Department revenue,

     at $3.0 million for the nine month period and $990,000 for the third

     quarter, remained at the same level as a year ago.  Service charges on

     deposit accounts, at $3.5 million for the first nine months and $1.1

     million for the quarter, were up from a year ago due to higher levels of

     transaction activity and selected pricing actions.  Gains on sales of

     mortgage loans were $3.8 million lower than for the nine month period last

     year, and down $1.5 million for the third quarter, reflecting a lower

     volume of mortgage sales as refinancing activity was essentially eliminated

     because of higher interest rates, and lower margins were recorded on the

     sales which did occur.  Chittenden continues to sell most of its fixed rate

     residential mortgage production on the secondary market.  Mortgage

     servicing revenue was up 104%  for the first nine months and 201% for the

     third quarter of 1994 compared with the year-ago periods, reflecting the

     lack of amortization in 1994 of deferred premiums from previous loan sales,

     and a 16 % increase in the mortgage servicing portfolio to $713.8 million

     at September 30, 1994.  Revenue related to credit card activities was up

     47% for the first nine months and 37% for the third quarter of 1994,

     reflecting continued growth in cardholder and merchant areas.

        For the first nine months of 1994, noninterest expenses were $36.5

     million, down 5% from the comparable 1993 level.  Salary expense for the

     first nine months was essentially unchanged from the same period last year.

     Employee benefits were up 11% for the first nine months reflecting higher

     pension expense and incentive accruals related to bank performance. 

     Occupancy expenses were down 6% for the nine month period, reflecting

     nonrecurrence of write-offs taken in 1993 as part of the VerBanc

     acquisition.  F.D.I.C. insurance premiums were down 10% for the first nine

     months due to both a lower premium rate and lower deposit assessment

     levels.  Expenses connected with maintaining properties acquired by

     foreclosure reflected net credits for the nine month period, due to

     recovery of previously incurred expenses.  Credit card expenses increased

     by 44% for the nine month period, due to the higher volumes described

     above.  Other expenses declined by $1.8 million for the nine month period. 

     These declines were primarily due to the nonrecurrence of one-time expenses

     associated with the VerBanc acquisition.  For the third quarter of 1994,

     noninterest expenses were $12.5 million, down 5% from the year-ago level. 

     The reasons for the decline were substantially the same as for the nine-

     month improvement.

     CREDIT QUALITY

        Nonperforming assets include nonaccrual loans, restructured debt, and

     foreclosed real estate (Other Real Estate Owned).  As of September 30,

     1994, nonperforming assets totaled $9.2 million, down from $20.1 million a

     year earlier and $12.8 million at June 30, 1994.  Approximately $4.7

     million in payments received, charge-offs, and sales of OREO during the

     quarter exceeded the addition of $1.1 million to total non-performing

     assets.  The allowance for loan losses stood at $19.1 million at September

     30, 1994, up from $19.0 million at June 30, 1994, and $18.0 million at

     September 30, 1993.  The allowance was 2.20% of loans at September 30,

     1994, compared with 2.25% at June 30, and 2.11% a year earlier.

        A summary of credit quality follows:
<TABLE>
<CAPTION>
                              09/30/94  06/30/94  12/31/93  09/30/93
                              --------  --------  --------  --------
                                          (In Thousands)
<S>                         <C>      <C>       <C>       <C>
   Nonaccrual Loans         $7,926   $11,225   $12,756   $16,466 
   Restructured Debt           187       188       367       368 
   Other Real Estate    
    Owned (OREO)             1,125     1,388     2,619     3,954 
                            ------   -------   -------   -------
   Total Nonperforming  
    Assets (NPA)            $9,238   $12,801   $15,742   $20,788 
                            ======   =======   =======   =======
   Loans Past Due 90 Days 
    or More and Still  
    Accruing Interest       $1,073      $751    $1,453    $2,488 
   Allowance for Possible 
    Loan Losses             19,089    18,927    18,917    18,036 
   NPA as % of Loans plus 
    OREO                      1.06%     1.52%     1.84%     2.42%
   Loss Allowance as % of 
    Loans                     2.20      2.25      2.22      2.11 
   Loss Allowance as % of 
    Nonperforming Loans     235.29    165.84    144.15    112.13 
   Loss Allowance as % of 
    NPA                     206.64    147.86    120.17     86.76 

</TABLE>
<PAGE>
  CAPITAL

     Common stockholders' equity totaled $103.1 million at September 30, 1994, 

  up from $97.7 million at the end of December, 1993. Compared with the year-end

  level, current equity reflects the net income of $11.3 million posted for the

  first nine months of 1994, the increase of $4.1 million in the valuation

  allowance for net unrealized losses on investment securities available for

  sale, and dividends paid to stockholders of $2.1 million.  The valuation

  allowance reflects adoption of Statement of Financial Accounting Standards No.

  115, "Accounting for Certain Investments in Debt and Equity Securities."

     "Tier One" capital, consisting entirely of common equity, measured 11.95%

  of risk-weighted assets.  Total capital, including the "Tier Two" allowance

  for loan losses, stood at 13.32% of risk-weighted assets.  The leverage    

  capital ratio was 8.83%.  These ratios placed Chittenden in the 

  "well-capitalized" category according to regulatory standards.

  LIQUIDITY

     The Company's liquidity and rate sensitivity are monitored by the Bank's

  asset and liability committee.  This committee meets regularly to review and

  direct the Bank's lending and investment activities, as well as its deposit-

  gathering functions.

     The measure of an institution's liquidity is its ability to meet its cash

  commitments at all times with available cash or by conversion of other assets

  to cash at a reasonable price.  At September 30, 1994, the Company maintained

  cash balances and short-term investments of approximately $98.5 million,

  compared with $195.2 million at December 31, 1993. Investment securities

  available or held for sale were $218.0 million at September 30, 1994, compared

  with $150.7 million at year-end 1993. During the first nine months of 1994,

  the Company continued to be an average daily net seller of Federal Funds.

<PAGE>
                                      SIGNATURES

          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 thereunto duly authorized.

                                   CHITTENDEN CORPORATION


          November 14, 1994        BY:____________________________
          DATE                        Paul A. Perrault
                                      President and Chief
                                      Executive Officer





          November 14, 1994        BY:____________________________
          DATE                        Nancy Rowden Brock
                                      Treasurer



<PAGE>

                                      SIGNATURES

          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 thereunto duly authorized.

                                   CHITTENDEN CORPORATION



          November 14, 1994          BY: S/Paul A. Perrault
          DATE                           Paul A. Perrault
                                         President and Chief
                                         Executive Officer





          November 14, 1994          BY: S/Nancy Rowden Brock
          DATE                           Nancy Rowden Brock
                                         Treasurer




<TABLE>

    Chittenden Corporation                             
    Consolidated Balance Sheets (Unaudited)             

<CAPTION>                                                       

                                                      September 30, December 31
                                                          1994          1993
                                                      ------------- -----------
    ASSETS                                                  (In Thousands)

    <S>                                                 <C>          <C>
    Cash and Cash Equivalents                            $98,492      $195,163

    Investment Securities Available For Sale             217,995             -

    Investment Securities Held For Sale (Market
    Value $152,205,000  in 1993)                               -       150,743

    Investment Securities Held For Investment (Market
    Value  $9,741,000 in 1994; and $2,250,000 in 1993)    10,223         2,250


    Loans:
        Commercial                                       113,712       107,722
      Real Estate:
        Residential                                      397,883       398,014
        Commercial                                       206,863       206,601
        Construction                                      12,710        13,747
                                                       ---------     ---------
          Total Real Estate                              617,456       618,362
        Consumer                                         137,096       124,412
                                                       ---------     ---------
    Total Loans                                          868,264       850,496
      Less:  Allowance for Possible Loan Losses          (19,089)      (18,917)
                                                       ---------     ---------
    Net Loans                                            849,175       831,579
                                                       ---------     ---------
    Mortgage Loans Held for Sale                           1,895        11,646
    Premises and Equipment                                16,433        16,333
    Accrued Interest Receivable                            9,318         6,341
    Other Real Estate Owned                                1,125         2,619
    Net Deferred Tax Asset                                11,403         9,179
    Other Assets                                           7,534         5,150
                                                       ---------     ---------
    Total Assets                                      $1,223,593    $1,231,003
                                                       =========     =========
    LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
    Deposits:
      Demand                                            $166,750      $159,323
      Savings                                            514,968       496,692
      Time:
        Certificates of Deposit $100,000 and Over         57,938        62,640
        Other Time Deposits                              300,072       316,109
                                                       ---------     ---------
    Total Deposits                                     1,039,728     1,034,764
                                                       ---------     ---------
    Short-Term Borrowings                                 61,133        79,078
    Accrued Expenses and Other Liabilities                19,651        19,450
                                                       ---------     ---------
    Total Liabilities                                  1,120,512     1,133,292
                                                       ---------     ---------
    Stockholders' Equity:
      Common Stock - $1 Par Value
        Authorized - 30,000,000 Shares
        Issued - 6,479,583 Shares in 1994; and             6,480         6,461
        6,460,584 in 1993
      Surplus                                             51,479        51,228
      Retained Earnings                                   52,250        43,056
    Treasury Stock - At Cost, 241,402 Shares in 1994;
          248,129 in 1993                                 (2,901)       (2,982)
    Valuation Allowance for Net Unrealized Losses on
      Investment Securities Available for Sale (Net of    (4,111)          (21)
      Taxes)
    Unearned Portion of Employee Restricted Stock           (116)          (31)
                                                       ---------     ---------
    Total Stockholders' Equity                           103,081        97,711
                                                       ---------     ---------
    Total Liabilities and Stockholders' Equity        $1,223,593    $1,231,003
                                                       =========     =========

    Certain amounts for 1993 have been reclassified to conform with 1994
    classifications.

</TABLE>


<TABLE>
Chittenden Corporation                                          
Consolidated Statements of Income (Unaudited)                         
<CAPTION>

                                                               For the Quarter
                                                             Ended September 30,
                                                              1994      1993
                                                           --------------------
                                                               (In Thousands,
                                                              Except Share Data)


Interest Income:
  <S>                                                       <C>        <C>
  Loans                                                      $18,321    $17,638
  Investment Securities:
    Mortgage-Backed                                              605        326
    Taxable                                                    2,102      1,409
    Tax-Favored Debt                                             511        428
    Tax-Favored Equity                                            24         (1)
  Short-Term Investments                                         288         68
                                                             --------  --------
Total Interest Income                                         21,851     19,868
                                                             --------  --------
Interest Expense:
  Deposits:
    Savings                                                    3,931      2,926
    Time:
      Certificates of Deposit $100,000 and Over                  550        603
      Other Time Deposits                                      3,002      3,139
                                                             --------  --------
  Total Interest on Deposits                                   7,483      6,668

  Short-Term Borrowings                                          415        485
                                                             --------  --------
Total Interest Expense                                         7,898      7,153
                                                             --------  --------
Net Interest Income                                           13,953     12,715
Provision for Possible Loan Losses                             1,000      1,650
                                                             --------  --------
Net Interest Income after Provision for
      Possible Loan Losses                                    12,953     11,065
                                                             --------  --------
Noninterest Income:
  Trust Department Income                                        990        976
  Service Charges on Deposit Accounts                          1,131      1,101
  Gains (Losses) on Investment Securities                       (200)       146
  Mortgage Servicing Income                                      520        173
  Gains on Sales of Mortgage Loans                               184      1,713
  Credit Card Income                                           2,160      1,575
  Other                                                          855        836
                                                             --------  --------
Total Noninterest Income                                       5,640      6,520
                                                             --------  --------
Noninterest Expense:
  Salaries                                                     4,321      4,460
  Employee Benefits                                            1,528      1,356
  Net Occupancy Expense                                        1,368      1,430
  FDIC Deposit Insurance                                         572        617
  (Gains) Losses On and Write-Downs of Other Real Estate
    Owned                                                         39        350
  Credit Card Expense                                          1,437      1,033
  Other                                                        3,274      4,005
                                                             --------  --------
Total Noninterest Expense                                     12,539     13,251
                                                             --------  --------
Income Before Income Taxes and Cumulative Effect of Change
 in Accounting Principle                                       6,054      4,334
Provision for Income Taxes                                     2,031      1,471
                                                             --------  --------
Income Before Cumulative Effect of Change in Accounting
  Principle                                                    4,023      2,863
                                                             --------  --------
Cumulative Effect of Change in Accounting Principle                -          -
                                                             --------  --------
Net Income                                                    $4,023     $2,863
                                                             ========  ========
Earnings Per Share:


 Before Cumulative Effect of Change in Accounting Principle    $0.63      $0.46
 Cumulative Effect of Change in Accounting Principle               -          -
                                                            --------   --------
      Fully Diluted                                            $0.63      $0.46
                                                            ========   ========

      Primary                                                  $0.63          -

  Dividends Declared                                           $0.13      $0.05
  Book Value                                                  $16.53     $15.25

Weighted Average Common Shares Outstanding                 6,371,709  6,209,691




                                                            For the Nine Months
                                                             Ended September 30,
                                                              1994      1993
                                                           ---------------------


Interest Income:
  Loans                                                      $51,616    $52,681
  Investment Securities:
    Mortgage-Backed                                            1,815      1,677
    Taxable                                                    6,341      4,082
    Tax-Favored Debt                                           1,024        976
    Tax-Favored Equity                                           417        204
  Short-Term Investments                                         588        161
                                                             --------  --------
Total Interest Income                                         61,801     59,781
                                                             --------  --------
Interest Expense:
  Deposits:
    Savings                                                   10,097      9,141
    Time:
      Certificates of Deposit $100,000 and Over                1,746      1,796
      Other Time Deposits                                      8,804     10,143
                                                             --------  --------
  Total Interest on Deposits                                  20,647     21,080

  Short-Term Borrowings                                        1,380      1,366
                                                             --------  --------
Total Interest Expense                                        22,027     22,446
                                                             --------  --------
Net Interest Income                                           39,774     37,335
Provision for Possible Loan Losses                             3,400      4,950
                                                             --------  --------
Net Interest Income after Provision for
      Possible Loan Losses                                    36,374     32,385
                                                             --------  --------
Noninterest Income:
  Trust Department Income                                      3,039      2,959
  Service Charges on Deposit Accounts                          3,475      3,344
  Gains (Losses) on Investment Securities                       (324)       130
  Mortgage Servicing Income                                    1,528        748
  Gains on Sales of Mortgage Loans                               918      4,713
  Credit Card Income                                           5,715      3,890
  Other                                                        2,684      2,450
                                                             --------  --------
Total Noninterest Income                                      17,035     18,234
                                                             --------  --------
Noninterest Expense:
  Salaries                                                    12,842     12,943
  Employee Benefits                                            4,516      4,071
  Net Occupancy Expense                                        4,161      4,406
  FDIC Deposit Insurance                                       1,753      1,958
  (Gains) Losses On and Write-Downs of Other Real Estate
    Owned                                                        (87)     1,225
  Credit Card Expense                                          3,817      2,651
  Other                                                        9,541     11,387
                                                             --------  --------
Total Noninterest Expense                                     36,543     38,641
                                                             --------  --------
Income Before Income Taxes and Cumulative
  Effect of Change  in Accounting Principle                   16,866     11,978
Provision for Income Taxes                                     5,615      3,716
                                                             --------  --------
Income Before Cumulative Effect of Change in Accounting
  Principle                                                   11,251      8,262
                                                             --------  --------
Cumulative Effect of Change in Accounting Principle                -       (575)
                                                             --------  --------
Net Income                                                   $11,251     $7,687
                                                             ========  ========
Earnings Per Share:


 Before Cumulative Effect of Change in Accounting Principle    $1.77      $1.33
 Cumulative Effect of Change in Accounting Principle               -     $(0.09)
                                                            --------   --------
      Fully Diluted                                            $1.77      $1.24
                                                            ========   ========

      Primary                                                  $1.77          -

  Dividends Declared                                           $0.33      $0.15
  Book Value                                                  $16.53     $15.25

Weighted Average Common Shares Outstanding                 6,366,107  6,204,983

</TABLE>


<TABLE>
Chittenden Corporation
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>


                                                             Nine Months Ended
                                                               September 30,
                                                               1994       1993
                                                             -------------------
                                                                 (In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
  <S>                                                       <C>         <C>
  Net income                                                 $11,251     $7,687
  Adjustments to reconcile net income to net
      cash provided by operating activities:
    Provision for possible loan losses                         3,400      4,950
    Depreciation and amortization                              1,468      1,577
    Amortization of excess of cost over fair value of                       636
        net assets acquired
    Prepaid Income taxes                                         (10)      (204)
    Amortization of premiums, fees, and discounts,
      net                                                      1,038        919
    Investment (gains) losses                                    324       (130)
    Net (Increase) decrease in loans held for sale             9,751    (10,452)
    (Increase) decrease in accrued interest receivable        (2,977)      (108)
    (Increase) decrease in other assets                         (893)     5,621
    Increase (decrease) in accrued expenses
      and other liabilities                                      201     (4,654)
                                                            --------   --------
      Net cash provided by operating activities               23,553      5,842
                                                            --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sales of investment securities
      (Available for sale)                                    32,992     20,308
    Proceeds from maturing investment securities and
      principal payments on mortgage-backed securities
      (Available for sale)                                   124,328          0
    Proceeds from maturing investment securities
      and principal payments on mortgage-backed
      securities (Held For Investment)                           775    139,824
    Purchase of investment securities (Available For Sale)   231,331          0
    Purchase of investment securities (Held For Investment)   (9,332)  (166,060)
    Loans originated, net of principal repayments            (21,286)    18,198
    Purchases of premises and equipment                       (1,568)    (2,185)
                                                            --------   --------
      Net cash provided by (used in) investing activities    357,240     10,085
                                                            --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in deposits                                   4,964     23,107
    Net increase (decrease) in short-term borrowings         (17,945)    45,829
    Proceeds from issuance of common stock                       169        138
    Dividends paid-common stock                               (2,056)      (871)
    Proceeds from issuance of treasury stock                      66         35
                                                            --------   --------
      Net cash provided by (used in) financing activities    (14,802)    68,238
                                                            --------   --------
Net decrease in cash and cash equivalents                    365,991     84,165
Cash and cash equivalents at beginning of period             195,163    129,511
                                                            --------   --------
Cash and cash equivalents at September 30,                  $561,154   $213,676
                                                            ========   ========
Supplemental disclosure of cash flow information:
    Cash paid for the year for:
      Interest                                               $22,004    $22,649
      Income taxes                                             4,400      4,637
    Noncash transactions:
      Loans transferred to other real estate owned             1,187      3,283

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                           83392
<INT-BEARING-DEPOSITS>                             100
<FED-FUNDS-SOLD>                                 15000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                           10223
<INVESTMENTS-MARKET>                              9741
<LOANS>                                         868264
<ALLOWANCE>                                      19089
<TOTAL-ASSETS>                                 1223593
<DEPOSITS>                                     1039728
<SHORT-TERM>                                     61133
<LIABILITIES-OTHER>                              19651
<LONG-TERM>                                          0
<COMMON>                                          6480
                                0
                                          0
<OTHER-SE>                                       96601
<TOTAL-LIABILITIES-AND-EQUITY>                 1223593
<INTEREST-LOAN>                                  51616
<INTEREST-INVEST>                                 9597
<INTEREST-OTHER>                                   588
<INTEREST-TOTAL>                                 61801
<INTEREST-DEPOSIT>                               20647
<INTEREST-EXPENSE>                               22027
<INTEREST-INCOME-NET>                            39774
<LOAN-LOSSES>                                     3400
<SECURITIES-GAINS>                                (324)
<EXPENSE-OTHER>                                  36543
<INCOME-PRETAX>                                  16866
<INCOME-PRE-EXTRAORDINARY>                       16866
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     11251
<EPS-PRIMARY>                                     1.77
<EPS-DILUTED>                                     1.77
<YIELD-ACTUAL>                                    4.77
<LOANS-NON>                                       7926
<LOANS-PAST>                                      1073
<LOANS-TROUBLED>                                   187
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 18917
<CHARGE-OFFS>                                     4088
<RECOVERIES>                                       860
<ALLOWANCE-CLOSE>                                19089
<ALLOWANCE-DOMESTIC>                             19089
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


<TABLE>
Chittenden Corporation
Average Balances, Interest Income and Expense, and Average Rates (Unaudited)
For the Nine Months Ended September 30,

<CAPTION>

                                                              1994
                                           ------------------------------------
                                                          Interest      Average
                                            Average        Income/       Yield/
                                           Balance (6)  Expense(1)      Rate(1)
                                           ----------- ----------- ------------
                                                       (In Thousands)
ASSETS
Interest-Earning Assets:
  <S>                                      <C>            <C>             <C>
  Loans (2)                                   $834,187     $51,121         8.19%
  Industrial Revenue Bonds (3)                  10,071         730         9.69
  Investments:
    Taxable                                    193,649       8,156         5.63
    Tax-Favored Debt Securities                 37,838       1,481         5.23
    Tax-Favored Equity Securities               18,721         565         4.04
  Interest-Bearing Deposits in Banks             1,364          34         3.33
  Federal Funds Sold                            18,286         554         4.05
                                               -------     -------
    Total Interest-Earning Assets            1,114,116      62,641         7.52
                                                           -------
  NonInterest-Earning Assets                    97,349
  Allowance for Possible Loan Losses           (19,302)
                                               -------
    Total Assets                            $1,192,163
                                             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-Bearing Liabilities:
  Savings and Interest-Bearing
    Transactional Accounts                     516,816      10,097         2.61
  Certificates of Deposit $100,000
    and Over                                    61,988       1,746         3.77
  Other Time Deposits                          306,866       8,804         3.84
                                               -------     -------
    Total Interest-Bearing Deposits            885,670      20,647         3.12

  Short-Term Borrowings                         35,532       1,380         5.19
  Long-Term Debt                                     -           -            -
                                               -------     -------
    Total Interest-Bearing Liabilities         921,202      22,027         3.20
                                                           -------
NonInterest-Bearing Liabilities:

  Demand Deposits                              158,910
  Other Liabilities                             11,433
                                               -------
    Total Liabilities                        1,091,545

  Stockholders' Equity                         100,618
                                               -------
    Total Liabilities and
      Stockholders' Equity                  $1,192,163
                                             ===========
Net Interest Income                                        $40,614
                                                           =======

Interest Rate Spread (4)                                                   4.32%

Net Yield on Earning Assets (5)                                            4.87%



(1)  On a fully taxable equivalent basis.  Calculated using a U.S. Federal
       Income Tax Rate of 35%.
(2)  Includes nonperforming loans.
(3)  Industrial revenue bonds are included in Loans in the Financial Statements.
(4)  Interest rate spread is the average rate earned on total interest-earning
     assets less the average rate paid for interest-bearing liabilities.
(5)  Net yield on earning assets is net interest income divided by total
     interest-earning assets.
(6)  Average balances are based on historical amortized cost balances.





Chittenden Corporation
Average Balances, Interest Income and Expense, and Average Rates (Unaudited)
For the Nine Months Ended September 30,





                                                              1993
                                           ------------------------------------
                                                          Interest      Average
                                            Average        Income/       Yield/
                                           Balance (6)  Expense(1)      Rate(1)
                                           ----------- ----------- ------------
                                                       (In Thousands)
ASSETS
Interest-Earning Assets:
  Loans (2)                                   $859,431     $52,166         8.12%
  Industrial Revenue Bonds (3)                  11,751         756         8.60
  Investments:
    Taxable                                    144,809       5,759         5.32
    Tax-Favored Debt Securities                 51,343       1,410         3.67
    Tax-Favored Equity Securities                5,734         276         6.44
  Interest-Bearing Deposits in Banks             1,602          38         3.17
  Federal Funds Sold                             6,045         123         2.72
                                               -------     -------
    Total Interest-Earning Assets            1,080,715      60,528         7.49
                                                           -------
  NonInterest-Earning Assets                    99,377
  Allowance for Possible Loan Losses           (17,315)
                                               -------
    Total Assets                            $1,162,777
                                             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-Bearing Liabilities:
  Savings and Interest-Bearing
    Transactional Accounts                     494,418       9,141         2.47
  Certificates of Deposit $100,000
    and Over                                    65,416       1,796         3.67
  Other Time Deposits                          329,231      10,143         4.12
                                               -------     -------
    Total Interest-Bearing Deposits            889,065      21,080         3.17

  Short-Term Borrowings                         40,999       1,366         4.45
  Long-Term Debt                                     9           -         8.00
                                               -------     -------
    Total Interest-Bearing Liabilities         930,073      22,446         3.23
                                                           -------
NonInterest-Bearing Liabilities:

  Demand Deposits                              126,553
  Other Liabilities                             14,746
                                               -------
    Total Liabilities                        1,071,372

  Stockholders' Equity                          91,405
                                               -------
    Total Liabilities and
      Stockholders' Equity                  $1,162,777
                                             ===========
Net Interest Income                                        $38,082
                                                           =======

Interest Rate Spread (4)                                                   4.26%

Net Yield on Earning Assets (5)                                            4.71%



(1)  On a fully taxable equivalent basis.  Calculated using a U.S. Federal
       Income Tax Rate of 35%.
(2)  Includes nonperforming loans.
(3)  Industrial revenue bonds are included in Loans in the Financial Statements.
(4)  Interest rate spread is the average rate earned on total interest-earning
     assets less the average rate paid for interest-bearing liabilities.
(5)  Net yield on earning assets is net interest income divided by total
     interest-earning assets.
(6)  Average balances are based on historical amortized cost balances.

</TABLE>



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