BANK OF NEW YORK CO INC
10-Q, 1996-05-13
STATE COMMERCIAL BANKS
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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE      
     SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 1996

                               OR

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

Commission file number 1-6152


               THE BANK OF NEW YORK COMPANY, INC.
     (Exact name of registrant as specified in its charter)

            New York                         13-2614959
(State or other jurisdiction of            (I.R.S. employer
 incorporation or organization)           identification number)

 
   48 Wall Street, New York, New York              10286
(Address of principal executive offices)        (Zip code)


                         (212) 495-1784
      (Registrant's telephone number, including area code)


    Indicate by check mark 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 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   
                                       ----    ----

    The number of shares outstanding of the issuer's Common
Stock, $7.50 par value, was 194,811,790 shares as of April 30, 1996

<PAGE> 2

                THE BANK OF NEW YORK COMPANY, INC.
                            FORM 10-Q
                       TABLE OF CONTENTS

         
PART 1.  FINANCIAL INFORMATION                               
- ------------------------------

Item 1.  Financial Statements

          Consolidated Balance Sheets       
          At March 31, 1996 and December 31, 1995               3

          Consolidated Statements of Income
          For the Three Months Ended March 31,
          1996 and 1995                                         4

          Consolidated Statement of Changes In
          Shareholders' Equity
          For the Three Months Ended March 31, 1996             5

          Consolidated Statements of Cash Flows
          For the Three Months Ended March 31,
          1996 and 1995                                         6
  
          Notes to Consolidated Financial Statements            7


Item 2.  Management's Discussion and Analysis of Financial        
         Condition and Results of Operations                    9


PART 2.  OTHER INFORMATION
- --------------------------

Item 6.  Exhibits and Reports on Form 8-K                      17


SIGNATURE                                                      18

<PAGE> 3

PART 1. FINANCIAL INFORMATION                       
Item 1. Financial Statements
- ------------------------------------------------------------------------------
                       THE BANK OF NEW YORK COMPANY, INC.
                          Consolidated Balance Sheets
                  (Dollars in millions, except per share amounts)
                                 (Unaudited)


                                                    March 31,    December 31,
                                                       1996          1995
                                                       ----          ----
Assets
- ------
Cash and Due from Banks                              $ 2,634       $ 4,711
Interest-Bearing Deposits in Banks                     1,152           982
Securities:
  Held-to-Maturity (fair value of $1,197 in          
    1996 and $1,164 in 1995)                           1,262         1,252
  Available-for-Sale                                   3,915         3,618
                                                     -------       -------
    Total Securities                                   5,177         4,870
Trading Assets at Fair Value                             728           762
Federal Funds Sold and Securities Purchased
 Under Resale Agreements                                 985           936
Loans (less allowance for loan losses
 of $742 in 1996 and $756 in 1995)                    37,813        36,931
Premises and Equipment                                   898           902
Due From Customers on Acceptances                        818           918
Accrued Interest Receivable                              257           270
Other Assets                                           2,855         2,438
                                                     -------       -------
     Total Assets                                    $53,317       $53,720
                                                     =======       =======

Liabilities and Shareholders' Equity
- ------------------------------------
Deposits
 Noninterest-Bearing (principally
  domestic offices)                                  $ 8,351       $10,465
 Interest-Bearing
    Domestic Offices                                  15,382        16,005
    Foreign Offices                                   12,162         9,448
                                                     -------       -------
     Total Deposits                                   35,895        35,918
Federal Funds Purchased and Securities
 Sold Under Repurchase Agreements                      3,089         3,933
Other Borrowed Funds                                   4,387         3,706
Acceptances Outstanding                                  821           928
Accrued Taxes and Other Expenses                       1,393         1,378
Accrued Interest Payable                                 180           190
Other Liabilities                                        378           587
Long-Term Debt                                         1,930         1,848
                                                     -------       -------
     Total Liabilities                                48,073        48,488
                                                     -------       -------
Shareholders' Equity
 Preferred Stock-no par value, authorized
  5,000,000 shares, outstanding 184,000 shares           111           111
 Class A Preferred Stock - par value $2.00
  per share, authorized 5,000,000 shares,
  outstanding 46,804 shares in 1996 and
  49,504 shares in 1995                                    2             2
 Common Stock - par value $7.50 per share,
  authorized 350,000,000 shares, issued
  205,847,437 shares in 1996 and
  204,162,405 shares in 1995                           1,544         1,531
 Additional Capital                                    1,116         1,087
 Retained Earnings                                     2,851         2,689
 Securities Valuation Allowance                           29            58
                                                     -------       -------
                                                       5,653         5,478
 Less:  Treasury Stock - 8,961,644 shares in                      
  1996 and 6,026,048 shares in 1995, at cost             391           228
        Loan to ESOP - (658,530 shares), at cost          18            18
                                                     -------       -------
     Total Shareholders' Equity                        5,244         5,232
                                                     -------       -------
     Total Liabilities and Shareholders' Equity      $53,317       $53,720
                                                     =======       =======
- ------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements

<PAGE> 4                         

- ------------------------------------------------------------------------------
                         THE BANK OF NEW YORK COMPANY, INC.
                         Consolidated Statements of Income
                                    (Unaudited)
                       (In millions, except per share amounts)

                                            For the three months ended
                                                   March 31,          
                                                1996       1995     
                                                ----       ----        
Interest Income
- ---------------
Loans                                           $ 806      $ 765       
Securities
  Taxable                                          62         56       
  Exempt from Federal Income Taxes                  5         12       
                                                -----      -----       
                                                   67         68       
Deposits in Banks                                  22         30       
Federal Funds Sold and Securities
 Purchased Under Resale Agreements                 29         66       
Trading Assets                                      4          7       
                                                -----      -----       
      Total Interest Income                       928        936       
                                                -----      -----       
Interest Expense
- ----------------
Deposits                                          291        308       
Federal Funds Purchased and 
 Securities Sold Under Repurchase 
 Agreements                                        51         32       
Other Borrowed Funds                               44         72       
Long-Term Debt                                     33         33       
                                                 ----       ----       
      Total Interest Expense                      419        445       
                                                 ----       ----       
Net Interest Income                               509        491       
- -------------------
Provision for Loan Losses                          90         50       
                                                -----      -----       
Net Interest Income After 
 Provision for Loan Losses                        419        441       
                                                -----      -----       
Noninterest Income
- ------------------
Processing Fees
 Securities                                       159         98       
 Other                                             50         44       
                                                -----      -----       
                                                  209        142       
Trust and Investment Fees                          37         32       
Service Charges and Fees                          106        113       
Securities Gains                                   33          7      
Other                                              35         25       
                                                -----      -----       
    Total Noninterest Income                      420        319       
                                                -----      -----       
Noninterest Expense
- -------------------
Salaries and Employee Benefits                    247        222       
Net Occupancy                                      44         44       
Furniture and Equipment                            22         22       
Other                                             131        128       
                                                -----      -----       
  Total Noninterest Expense                       444        416       
                                                -----      -----       
Income Before Income Taxes                        395        344       
Income Taxes                                      152        131       
                                                -----      -----       
Net Income                                      $ 243      $ 213       
- ----------                                      =====      =====       
Net Income Available to
 Common Shareholders                            $ 241      $ 210       
- -----------------------                         =====      =====       
Per Common Share Data:
- ----------------------   
   Primary Earnings                             $1.16      $1.12       
   Fully Diluted Earnings                        1.13       1.06       
   Cash Dividends                                0.40       0.32      

Fully Diluted Shares Outstanding                  214        201      
- ------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements

<PAGE> 5

- -------------------------------------------------------------------------------
                        THE BANK OF NEW YORK COMPANY, INC.
             Consolidated Statement of Changes in Shareholders' Equity
                                    (Unaudited)
                   For the three months ended March 31, 1996
                                   (In millions)

                         Class A       
                  Pre-   Pre-           Addi-            Securities Treas- Loan
                  ferred ferred  Common tional  Retained Valuation  ury    to
                  Stock  Stock   Stock  Capital Earnings Allowance  Stock  ESOP
                  ------ ------- ------ ------- -------- ---------- ------ ----
Balance, 
 January 1, 1996   $111     $ 2  $1,531 $1,087   $2,689      $ 58    $228   $18
Changes:
  Net Income                                        243
  Cash Dividends
   Common Stock                                     (79)
   Preferred Stock                                   (2)
  Conversion of
   Debentures                         7     12
Issuance of                                                         
 Common Stock                         6     17                        (35)
Treasury Stock
 Acquired                                                             198
Net Unrealized
 Loss on 
 Securities 
 Available 
 for Sale                                                     (29)
                   ----     ---  ------ ------   ------      ----    ----   ---
Balance, March 
  31, 1996         $111     $ 2  $1,544 $1,116   $2,851      $ 29    $391   $18
                   ====     ===  ====== ======   ======      ====    ====   ===
- -------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements

<PAGE> 6

- -------------------------------------------------------------------------------
                        THE BANK OF NEW YORK COMPANY, INC.
                      Consolidated Statements of Cash Flows
                                (In millions)
                                 (Unaudited)


                                                     For the three months ended
                                                             March 31,
                                                           1996      1995
                                                           ----      ----
Operating Activities                                              
 Net Income                                             $   243   $   213
 Adjustments to Determine Net Cash Provided (Used)
  by Operating Activities
   Provision for Losses on Loans and Other Real Estate       97        51
   Depreciation and Amortization                             57        48
   Deferred Income Taxes                                     54        64
   Securities Gains                                         (33)       (7)
   Change in Trading Assets                                  34      (695)
   Change in Accruals and Other, Net                       (341)       55
                                                        -------   -------
     Net Cash Provided (Used) by 
       Operating Activities                                 111      (271)
                                                        -------   -------
Investing Activities
   Change in Interest-Bearing Deposits in Banks            (174)       69
   Purchases of Securities Held-to-Maturity                 (80)      (78)
   Maturities of Securities Held-to-Maturity                 64       159
   Purchases of Securities Available-for-Sale              (593)      (38)
   Sales of Securities Available-for-Sale                   197        15
   Maturities of Securities Available-for-Sale               70         7
   Net Principal Disbursed on Loans to Customers         (1,097)   (1,377)
   Sales of Loans                                            55        86
   Sales of Other Real Estate                                44         3
   Change in Federal Funds Sold and Securities              
    Purchased Under Resale Agreements                       (49)     (392)
   Purchases of Premises and Equipment                      (14)       (9)
   Acquisitions, Net of Cash Acquired                      (296)       67
   Other, Net                                               (30)      (44)
                                                        -------   -------
     Net Cash Used by Investing Activities               (1,903)   (1,532)
                                                        -------   -------
Financing Activities
   Change in Deposits                                         -       594
   Change in Federal Funds Purchased and Securities
    Sold Under Repurchase Agreements                       (844)      447
   Change in Other Borrowed Funds                           681     1,620
   Proceeds from the Issuance of Long-Term Debt             100         -
   Repayments of Long-Term Debt                               -        (2)
   Issuance of Common Stock                                  58        42
   Treasury Stock Acquired                                 (198)      (55)
   Cash Dividends Paid                                      (81)      (63)
                                                        -------   -------
     Net Cash Provided (Used) by Financing Activities      (284)    2,583
                                                        -------   -------
Effect of Exchange Rate Changes on Cash                      (1)       40
                                                        -------   -------
Change in Cash and Due From Banks                        (2,077)      820
Cash and Due from Banks at Beginning of Period            4,711     2,903
                                                        -------   -------
Cash and Due from Banks at End of Period                $ 2,634   $ 3,723
                                                        =======   =======
- -----------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information
Cash Paid During the Year for:
   Interest                                             $   429   $   412
   Income Taxes                                              24         5
Noncash Investing Activity (Primarily Foreclosure
 of Real Estate)                                             30         5
- -----------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements 

<PAGE> 7
                    
                    THE BANK OF NEW YORK COMPANY, INC.
               Notes to Consolidated Financial Statements

1.  General
    -------

      The accounting and reporting policies of The Bank of New York Company,
Inc. (the Company), a bank holding company, and its subsidiaries, conform
with generally accepted accounting principles and general practice within the
banking industry.  Such policies, except as noted below, are consistent with
those applied in the preparation of the Company's annual financial
statements.

      The accompanying financial statements are unaudited.  In the opinion of
management, all adjustments necessary for a fair presentation of financial
position, results of operations and cash flows for the interim periods have
been made.  Such adjustments are of a normal recurring nature.

2.  Allowance for Loan Losses
    -------------------------

      Transactions in the allowance for loan losses are summarized as
follows:

                                          Three months ended
                                              March 31,  
(In millions)                            1996            1995
                                         ----           ----- 
 Balance, Beginning of Period           $ 756           $ 792
  Charge-offs                            (124)           (107)
  Recoveries                               20              11
                                        -----           -----
  Net Charge-Offs                        (104)            (96)

  Acquisition                               -               1
  Credit Card Securitization                -               2
  Provision                                90              50
                                        -----           -----
 Balance, End of Period                 $ 742           $ 749
                                        =====           ===== 

3.  Commitments and Contingent Liabilities
    --------------------------------------

     In the ordinary course of business, there are various claims pending
against the Company and its subsidiaries.  In the opinion of management,
liabilities arising from such claims, if any, would not have a material
effect upon the Company's consolidated financial statements.

<PAGE> 8

4.  Acquisitions
    ------------

     In the first quarter of 1996, the Company made acquisitions related to
its factoring and unit investment trust businesses.  The pro forma effect of
these acquisitions is not material.

5. Capital Resources
   -----------------
    
     In 1995, the Company announced a plan to buy back through the end of
1996 up to 16 million shares of its common stock.  As of April 30, 1996,  
8.3 million shares had been repurchased.

<PAGE> 9

Management's Discussion and Analysis of Financial Condition
- -----------------------------------------------------------
and Results of Operations
- -------------------------

 
The Company reported record first quarter net income of $243 million, up 14%
from $213 million earned in the same period last year.  First quarter fully
diluted earnings per share were a record $1.13, a 7% increase over the $1.06
earned in the first quarter of 1995.  The dilutive effect of stock warrants,
which was partially offset by the Company's stock buyback program, reduced
earnings per share for the first quarter of 1996 by 5 cents.

     Net interest income, on a taxable equivalent basis, totaled $517 million
in the first quarter, a $15 million or 3% increase over the first quarter of
last year reflecting modest loan growth.  Revenues from the Company's
securities processing business grew 62% over the first quarter of 1995. 
While this increase was largely due to the acquisitions of the corporate
trust business of NationsBank and the custody businesses of BankAmerica and
J.P. Morgan, all areas of securities processing continued to show strong
internal growth.  Internally generated growth, which was in excess of 14%,
was led by ADRs, custody, corporate trust, and government clearance. 
Amortization of goodwill associated with the Company's securities processing
acquisitions reduced earnings in the first quarter of 1996 by 2 cents per
share.

     The Company completed conversion activities associated with the
BankAmerica custody acquisition during the first quarter of 1996.  The J.P.
Morgan conversion was begun and is progressing on schedule.

     Fees from other processing, which includes funds transfer, cash
management, and trade finance, grew 13% over last year's first quarter.  The
largest contributor to this increase was fees from funds transfer, which were
up 28%.

     Fees from trust and investment grew 15% in the first quarter of 1996
reflecting new business and generally strong markets.

     As expected, the acquisition of Midlantic's factoring business in March
1996 immediately added to earnings in the first quarter.

     Notwithstanding moderate growth in outstandings, earnings from the
Company's credit card business declined slightly in the first quarter of 1996
compared with 1995's first quarter, reflecting higher charge-offs.  In the
first quarter of 1996, charge-offs were $96 million compared with $81 million
in the fourth quarter of 1995 and $61 million a year ago.

     Return on average assets for the first quarter was a record 1.79% versus
1.77% in the fourth quarter and 1.65% in the first quarter of 1995. 
Return on average common equity was 18.86% in the first quarter of 1996,
compared with 18.87% in the fourth quarter of 1995 and 19.98% in the first
quarter of last year.

<PAGE> 10

CAPITAL
- -------

     The Company's estimated Tier 1 capital and Total capital ratios were 
7.85% and 12.63% at March 31, 1996 compared with 8.42% and 13.08% at December
31, 1995, and 8.56% and 13.31% at March 31, 1995.  Tangible common equity as
a percent of total assets was 7.58% at March 31, 1996 compared with 8.00% at
December 31, 1995 and 7.36% one year ago.  The leverage ratio was 7.94% at
March 31, 1996 compared with 8.46% at December 31, 1995 and 8.06% one year
ago.  The decline in the capital ratios reflects the goodwill associated with
the securities processing acquisitions and the repurchase of $198 million of
common stock in the first quarter of 1996.

NET INTEREST INCOME
- -------------------

                            1st       4th       1st
                          Quarter   Quarter   Quarter
                          -------   -------   -------
(In millions)               1996      1995      1995
                          ---------------------------  
Net Interest Income         $517      $531      $502

Net Interest Rate
 Spread                     3.43%     3.41%     3.41%

Net Yield on Interest-
 Earning Assets             4.46      4.58      4.49

     On a taxable equivalent basis, net interest income amounted to $517
million in the first quarter of 1996, compared with $502 million in the same
period of 1995, an increase of 3%.  The net interest rate spread was 3.43% in
the first quarter of 1996, up 2 basis points from 3.41% in the fourth quarter
of 1995 and one year ago.  The net yield on interest-earning assets was 4.46%
compared with 4.58% in the fourth quarter of 1995 and 4.49% in last year's
first quarter.

     Interest lost on loans on nonaccrual status at March 31, 1996 and 1995
reduced net income by $5 million for the three months ended March 31, 1996
and 1995.

<PAGE> 11

NONINTEREST INCOME
- ------------------
                                      1st Quarter 
                                      -----------
(In millions)                        1996      1995 
                                    ----------------
Processing Fees
  Securities                         $159      $ 98
  Other                                50        44
                                     ----      ----
                                      209       142
Trust and Investment Fees              37        32
Service Charges and Fees              106       113
Securities Gains                       33         7
Foreign Exchange and
 Other Trading Activities              10        12
Other                                  25        13
                                     ----      ----
Total Noninterest Income             $420      $319
                                     ====      ====

     Securities processing fees increased 62% to $159 million compared to 
$98 million in the first quarter of 1995.  Acquisitions and strong internal
growth in all areas contributed to the increase in revenue.  Fees from other
processing increased 13% over the first quarter of last year.  Service
charges and fees declined $7 million primarily due to lower syndication fees
and the absence of mortgage servicing fees related to the Company's ARCS
mortgage servicing portfolio, which was sold in the second quarter of 1995. 
The Company reported $33 million of securities gains in the first quarter of
1996 compared with $7 million last year reflecting sales of securities held
in the Company's bond and bank stock portfolios as well as returns on certain
limited partnership interests.  Revenues from foreign exchange and other
trading activities were disappointing, declining 17% to $10 million.  Other
income increased significantly as a result of strong performance by the
Company's offshore banking subsidiaries.

NONINTEREST EXPENSE AND INCOME TAXES
- ------------------------------------

     Total noninterest expense for the quarter was $444 million, up 7% from
$416 million in the same period last year.  The rise in expenses in the first
quarter was principally due to salary and other expenses related to
acquisitions of securities processing businesses from J.P. Morgan,
BankAmerica, and NationsBank as well as the acquisition of the Putnam Trust
Company.  

     Despite the increases in noninterest expenses, the efficiency ratio for
the first quarter was 49.4% compared with 49.5% reported in the fourth
quarter of 1995 and substantially improved from 51.0% one year ago.

       The effective tax rate for the first quarter of 1996 was 38.4%
compared with 38.2% for the first quarter of 1995.  

<PAGE> 12

NONPERFORMING ASSETS
- --------------------

                                                              Change
                                                            1Q 1996 vs
(Dollars in millions)             3/31/96      12/31/95      4Q 1995
                                 -------------------------------------
Loans:
     Commercial Real Estate         $ 11         $ 42          $(31)
     Other Commercial                101           75            26
     Foreign                          19           20            (1)
     LDC                              21           21             -
     Community Banking                78           67            11
                                    ----         ----
  Total Loans                        230          225             5
Other Real Estate                     58           72           (14)
                                    ----         ----
  Total                             $288         $297            (9)
                                    ====         ====
Nonperforming Assets Ratio           0.7%         0.8%
Allowance/Nonperforming Loans      322.4        335.5
Allowance/Nonperforming Assets     258.0        254.4

     Nonperforming assets totaled $288 million at March 31, 1996, compared
with $297 million at December 31, 1995, a decrease of $9 million or 3%.  This
was the nineteenth consecutive quarter of nonperforming asset decreases.  The
largest decline was in real estate nonperforming assets due to the sale of a
large office complex in California.  The increase in other commercial loans
reflects the addition of several smaller loans.

     At March 31, 1996, impaired loans (nonaccrual loans over $1 million)
aggregated $167 million, of which $132 million exceeded their fair value by
$27 million.  Impaired loans at March 31, 1995 totaled $209 million, of which
$170 million exceeded their fair value by $41 million.  For the first quarter
of 1996 and 1995, the average amount of impaired loans was $164 million and
$213 million and interest income (cash received) recognized on them was $92
thousand and $1 million.

<PAGE> 13

LOAN LOSS PROVISION AND NET CHARGE-OFFS
- ---------------------------------------

                                 1st       4th       1st
                               Quarter   Quarter   Quarter
                               -------   -------   -------
(In millions)                    1996      1995      1995
                              -----------------------------

Provision                        $ 90      $105      $ 50
                                 ----      ----      ----
Net Charge-offs:
  Commercial Real Estate           (3)        -        (4)
  Other Commercial                  1        (4)       (4)
  Credit Card                     (96)      (81)      (61)
  Other Consumer                   (2)       (2)       (2)
  Foreign                          (1)        -       (11)
  Other                            (3)       (8)       (3)
                                 ----      ----      ----
     Total                       (104)      (95)      (85)
Acquisition                         -         -         1
Credit Card Securitization          -         -         2
                                 ----      ----      ----
Change in Regular Allowance      $(14)     $ 10      $(32)
                                 ====      ====      ====
Other Real Estate
   Expenses (Recovery)           $ (2)     $  -      $  1

     The allowance for loan losses was $742 million, or 1.91% of loans at
March 31, 1996, compared with $756 million, or 2.01% of loans at December 31,
1995.

<PAGE> 14

SECTOR PROFITABILITY
- --------------------

     The Company has an internal information system used for management
purposes that produces sector performance data for Trust, and Securities and
Other Processing, Retail Banking, Corporate Banking, and Other Sectors.  A
set of measurement principles has been developed to help correlate reported
results of the sectors with their economic performance.

     Based on this system, the sectors contributed to the Company's
profitability for the first quarter as follows:

                              Trust, and
                              Securities
                               and Other     Retail      Corporate
                              Processing    Banking       Banking       
                              ----------   ----------   ----------   
(In millions)                 1996  1995   1996  1995   1996  1995   
                              ----  ----   ----  ----   ----  ----   
Net Interest Income on a
 Taxable Equivalent Basis     $ 33  $ 36   $330  $305   $126  $133   
Provision for Loan Losses        -     -    101    66      3    15   
Noninterest Income             272   201     42    39     67    69   
Noninterest Expense            193   151    164   173     56    58   
                              ----  ----   ----  ----   ----  ----   
Income before Taxes           $112  $ 86   $107  $105   $134  $129   
                              ====  ====   ====  ====   ====  ====   

                                 Other        Total
                              ----------   ----------   
(In millions)                 1996  1995   1996  1995
                              ----  ----   ----  ----   
Net Interest Income on a
 Taxable Equivalent Basis     $ 28  $ 28   $517  $502
Provision for Loan Losses      (14)  (31)    90    50
Noninterest Income              39    10    420   319
Noninterest Expense             31    34    444   416
                              ----  ----   ----  ----   
Income before Taxes           $ 50  $ 35   $403  $355
                              ====  ====   ====  ====   

     In the Trust, and Securities and Other Processing Sector, securities
processing fees increased 62% to $159 million compared to $98 million in the
first quarter of 1995.  Acquisitions and strong internal growth contributed
to the increase in revenue.  Internally generated growth, which was in excess 
of 14%, was led by ADRs, custody, corporate trust, and government clearance. 
Fee revenue from issuer services, custody and securities industry products
were $53 million, $60 million, and $46 million in the first quarter of 1996
compared with $35 million, $30 million, and $33 million in 1995.  Fees from
other processing increased 13% over the first quarter of last year.  The
largest contributor to this increase was fees from funds transfer, which were
up 28%.  Fees from trust and investment grew 15% in the first quarter of 1996
reflecting new business and generally strong markets.  The rise in
noninterest expense was principally due to salary and other expenses related
to acquisitions of securities processing businesses from J.P. Morgan,
BankAmerica and NationsBank.

     The increase in net interest income in the Retail Banking Sector
principally reflects growth in the Company's credit card business compared to
last year.  Managed outstandings were up 16% to $8.8 billion from $7.6
billion and the number of card accounts increased by 18% to 6.7 million from
5.7 million one year ago.  The increases are primarily attributable to the
Company's Consumers Edge (registered trademark) card.  Initial responses to 
the Company's co-branded cards with Toys-R-Us (registered trademark) and 
Stop & Shop (registered trademark) continue to exceed expectations.  Credit
card interchange income increased 18% to $20 million in the first quarter 
of 1996 from $17 million in the same period last year.  Notwithstanding 
this growth in outstandings, earnings from the Company's credit card business 
declined slightly in the first quarter of 1996 compared with 1995's first 
quarter, reflecting higher charge-offs.  In the first 

<PAGE> 15

quarter of 1996, net credit card charge-offs as a percentage of average
managed outstandings were 4.48% compared with 3.91% in the fourth quarter of
1995 and 3.31% in the first quarter of 1995.  Credit card accounts past due
over 30 days were 4.32% of managed outstandings at the end of the first
quarter of 1996 compared with 4.50% at the end of the fourth quarter of 1995
and 3.53% at the end of the first quarter of 1995.  Noninterest income for
the first quarter of 1995 includes servicing fees related to the Company's
ARCS mortgage servicing portfolio, which was sold in the second quarter of
1995.  Lower FDIC insurance premiums contributed to the decline in
noninterest expense in the Retail Banking Sector.

     Net interest income declined in the Corporate Banking Sector due to a
decline in the interest rate spread.  Noninterest income benefitted from
strong performance in the Company's offshore banking subsidiaries, however,
syndication fees were lower in the first quarter of 1996 compared to last
year's first quarter.

     The Other Sector reflects a credit for the difference between the
provision for loan losses and that allocated to the sectors.  Securities
gains and foreign exchange and other trading activity increased $24 million
from the first quarter of 1995.

<PAGE> 16

                       THE BANK OF NEW YORK COMPANY, INC.
           Average Balances and Rates on a Taxable Equivalent Basis
                              (Dollars in millions)


                            For the three months       For the three months
                            ended March 31, 1996       ended March 31, 1995
                           ------------------------  -------------------------
                           Average          Average  Average           Average
                           Balance Interest  Rate    Balance  Interest   Rate
                           ------- -------- -------  -------  --------  ------

ASSETS
- ------
Interest-Bearing
 Deposits in Banks
 (primarily foreign)       $ 1,577    $  22   5.68%  $ 1,907    $   30   6.31%
Federal Funds Sold and
 Securities Purchased
 Under Resale Agreements     2,175       29   5.39     4,598        66   5.86
Loans
 Domestic Offices           26,119      610   9.40    23,101       575  10.10
 Foreign Offices            11,636      198   6.81    10,554       192   7.36
                           -------   ------          -------    ------
   Total Loans              37,755      808   8.60    33,655       767   9.24
                           -------   ------          -------    ------
Securities
 U.S. Government
  Obligations                2,874       40   5.65     2,871        41   5.82
 U.S. Government Agency
  Obligations                  452        7   6.32       318         5   6.33
 Obligations of States and
  Political Subdivisions       635       14   9.09       713        19  10.71
 Other Securities,
  including Trading
  Securities                 1,201       16   5.46     1,232        19   6.24
                           -------   ------          -------    ------
   Total Securities          5,162       77   6.09     5,134        84   6.63
                           -------   ------          -------    ------
Total Interest-Earning
 Assets                     46,669      936   8.07%   45,294       947   8.48%
                                     ------                     ------
Allowance for Loan Losses     (725)                     (787)
Cash and Due from Banks      3,148                     2,658
Other Assets                 5,458                     5,118
                           -------                   -------
  TOTAL ASSETS             $54,550                   $52,283
                           =======                   =======

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Interest-Bearing Deposits
 Money Market Rate
  Accounts                 $ 4,003       43   4.34%  $ 3,414        36   4.26%
 Savings                     8,221       58   2.84     7,692        57   2.99
 Certificates of Deposit
  $100,000 & Over            1,120       15   5.42     1,863        26   5.76
 Other Time Deposits         2,598       31   4.87     2,489        31   5.07
 Foreign Offices            11,510      144   5.01    11,412       158   5.61
                           -------   ------          -------    ------
  Total Interest-Bearing
   Deposits                 27,452      291   4.27    26,870       308   4.65
Federal Funds Purchased
 and Securities Sold
 Under Repurchase
 Agreements                  3,874       51   5.34     2,277        32   5.76
Other Borrowed Funds         3,146       44   5.64     4,691        72   6.25
Long-Term Debt               1,881       33   6.94     1,781        33   7.36
                           -------   ------          -------    ------
  Total Interest-Bearing
   Liabilities              36,353      419   4.64%   35,619       445   5.07%
                                     ------                     ------
Noninterest-Bearing
 Deposits                    9,550                     8,757
Other Liabilities            3,401                     3,527
Preferred Stock                113                       117
Common Shareholders'
 Equity                      5,133                     4,263
                           -------                   -------
  TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY    $54,550                   $52,283
                           =======                   =======
Net Interest Earnings
 and Interest Rate Spread            $  517   3.43%             $  502   3.41%
                                     ======                     ======
 Net Yield on Interest-
  Earning Assets                              4.46%                      4.49%
                                              ====                       ====

<PAGE> 17

PART 2.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

(a)  The exhibits filed as part of this report are as follows:

     Exhibit 11 - Statement Re:  Computation of Earnings Per Common Share for
     the Three Months Ended March 31, 1996 and 1995.

     Exhibit 12 - Statement Re:  Ratio of Earnings to Fixed Charges and Ratio
     of Earnings to Combined Fixed Charges and Preferred Stock Dividends for
     the Three Months Ended March 31, 1996 and 1995.

     Exhibit 27 - Statement Re:  Financial Data Schedule containing selected
     financial data at March 31, 1996 and for the Three Months Ended March 
     31, 1996.

     
(b)  The Company filed the following reports on Form 8-K since December 31,
     1995:

     The Company filed a Form 8-K Current Report (Items 5 and 7), dated
     January 16, 1996, which report included unaudited interim financial
     information and accompanying discussion for the fourth quarter of 1995
     contained in the Company's press release dated January 16, 1996.

     The Company filed a Form 8-K Current Report (Item 4), as amended,
     dated March 12, 1996, which report included the Company's disclosure
     statement with respect to dismissing Deloitte & Touche LLP and
     appointing Ernst & Young LLP as the Company's independent accountants.
     
     The Company filed a Form 8-K Current Report (Items 5 and 7), dated 
     April 11, 1996, which report included unaudited interim financial
     information and accompanying discussion for the first quarter of
     1996 contained in the Company's press release dated April 11, 1996.    

<PAGE> 18                              

                                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 thereunto duly authorized.



                              THE BANK OF NEW YORK COMPANY, INC.
                              ----------------------------------
                                         (Registrant)





Date: May 13, 1996                 \s\ Deno D. Papageorge
                                       ----------------------------
                                       Deno D. Papageorge,
                                       Chief Financial Officer

<PAGE> 19

                           EXHIBIT  INDEX
                           --------------

                                                                  
Exhibit           Description                                              
- -------           -----------                      


   11           Computation of Earnings Per Common Share
                for the Three Months Ended March 31, 1996
                and 1995.


   12           Ratio of Earnings to Fixed Charges and
                Ratio of Earnings to Combined Fixed
                Charges and Preferred Stock Dividends
                for the Three Months Ended March 31, 1996
                and 1995.

   27           Financial Data Schedule containing selected
                financial data at March 31, 1996 and for 
                the Three Months Ended March 31, 1996.





                                                                 EXHIBIT 11
 
                    THE BANK OF NEW YORK COMPANY, INC.
                 Computation of Earnings Per Common Share
                  (In millions, except per share amounts)

                                                 For the Three Months Ended
                                                           March 31,         
                                                         1996     1995       
                                                         ----     ----     

Weighted Average Number of Shares                         197      188     

Shares Assumed to be issued on Conversion:
  Warrants                                                 11        -
                                                        -----    -----
Weighted Average Number of Shares of
  Common Stock for Primary Computation                    208      188

Shares Assumed to be Issued on Conversion:
   Debentures                                               5       12
   Warrants                                                 1        -     
   Cumulative Preferred Stock                               -        1  
                                                        -----    -----    

Weighted Average Number of Shares of
 Common Stock Assuming Full Dilution                      214      201    
                                                        =====    =====    


Net Income                                              $ 243    $ 213    

Dividend Requirements on Preferred Stock                    2        3    
                                                        -----    -----    
Net Income Available
 to Common Shareholders                                   241      210    

Interest on Convertible
 Debentures, Net of Tax                                     1        2    
                                                        -----    -----    
Net Income Available to Common
 Shareholders, Assuming Full Dilution                   $ 242    $ 212    
                                                        =====    =====    
Earnings Per Share:
  Primary                                               $1.16    $1.12    

  Fully Diluted                                          1.13     1.06    




                                                                           
                                                                   EXHIBIT 12
                       THE BANK OF NEW YORK COMPANY, INC.
                  Ratios of Earnings to Fixed Charges and Ratios
                       of Earnings to Combined Fixed Charges
                           and Preferred Stock Dividends
                              (Dollars in Millions)


                                             For the three months ended      
                                                      March 31,       
                                                1996            1995     
EARNINGS                                        ----            ----    
- --------                                    

 Income Before Income Taxes                     $395            $344    
 Fixed Charges, Excluding Interest 
  on Deposits                                    136             145    
                                                ----            ----    
 Income Before Income Taxes and Fixed
  Charges, Excluding Interest on Deposits        531             489    
 Interest on Deposits                            291             308    
                                                ----            ----    
 Income Before Income Taxes and Fixed
  Charges, Including Interest on Deposits       $822            $797    
                                                ====            ====    
FIXED CHARGES
- -------------

 Interest Expense, Excluding Interest
  on Deposits                                   $129            $137    
 One-Third Net Rental Expense*                     7               8    
                                                ----            ----    
 Total Fixed Charges, Excluding Interest
  on Deposits                                    136             145    
 Interest on Deposits                            291             308    
                                                ----            ----    
 Total Fixed Charges, Including Interest
  on Deposits                                   $427            $453    
                                                ====            ====    
PREFERRED STOCK DIVIDENDS, PRE-TAX BASIS        $  4            $  4    
- ----------------------------------------        ====            ====    

EARNINGS TO FIXED CHARGES RATIOS
- --------------------------------

 Excluding Interest on Deposits                 3.90x           3.37x   
 Including Interest on Deposits                 1.93            1.76    

EARNINGS TO COMBINED FIXED CHARGES
& PREFERRED STOCK DIVIDENDS RATIOS
- ----------------------------------
  
 Excluding Interest on Deposits                 3.79            3.28    
 Including Interest on Deposits                 1.91            1.74    

       * The proportion deemed representative of the interest factor.



<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information which is qualified
entirely by reference to The Bank of New York Company, Inc.'s Form 10-Q for
the period ended March 31, 1996
</LEGEND>
<CIK> 0000009626
<NAME> THE BANK OF NEW YORK COMPANY, INC.
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                              JAN-1-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           2,634
<INT-BEARING-DEPOSITS>                           1,152
<FED-FUNDS-SOLD>                                   985
<TRADING-ASSETS>                                   728
<INVESTMENTS-HELD-FOR-SALE>                      3,915
<INVESTMENTS-CARRYING>                           1,262
<INVESTMENTS-MARKET>                             1,197
<LOANS>                                         38,555
<ALLOWANCE>                                        742
<TOTAL-ASSETS>                                  53,317
<DEPOSITS>                                      35,895
<SHORT-TERM>                                     7,476
<LIABILITIES-OTHER>                              2,155
<LONG-TERM>                                      1,930
                                0
                                        113
<COMMON>                                         1,544
<OTHER-SE>                                       3,587
<TOTAL-LIABILITIES-AND-EQUITY>                  53,317
<INTEREST-LOAN>                                    806
<INTEREST-INVEST>                                   67
<INTEREST-OTHER>                                    55
<INTEREST-TOTAL>                                   928
<INTEREST-DEPOSIT>                                 291
<INTEREST-EXPENSE>                                 419
<INTEREST-INCOME-NET>                              509
<LOAN-LOSSES>                                       90
<SECURITIES-GAINS>                                  33
<EXPENSE-OTHER>                                    444
<INCOME-PRETAX>                                    395
<INCOME-PRE-EXTRAORDINARY>                         243
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       243
<EPS-PRIMARY>                                     1.16
<EPS-DILUTED>                                     1.13
<YIELD-ACTUAL>                                    4.46
<LOANS-NON>                                        230
<LOANS-PAST>                                       247
<LOANS-TROUBLED>                                     0
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<ALLOWANCE-OPEN>                                   756
<CHARGE-OFFS>                                      124
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<ALLOWANCE-CLOSE>                                  742
<ALLOWANCE-DOMESTIC>                               661
<ALLOWANCE-FOREIGN>                                 81
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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