SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE
DECEMBER 31, 1997 NUMBER 1-5805
THE CHASE MANHATTAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2624428
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
270 PARK AVENUE, NEW YORK, N.Y. 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 270-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS
-------------------
ALL SUCH SECURITIES ARE LISTED ON THE NEW YORK STOCK EXCHANGE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON FEBRUARY 28, 1998: 422,132,341
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 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 [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]
THE AGGREGATE MARKET VALUE OF THE CHASE MANHATTAN CORPORATION COMMON
STOCK HELD BY NON-AFFILIATES OF THE CHASE MANHATTAN CORPORATION ON FEBRUARY 28,
1998 WAS $52,004,000,000.
FORM 10-K INDEX
PART I
ITEM 1: BUSINESS
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On March 31, 1996, The Chase Manhattan Corporation ("heritage Chase") merged
with and into Chemical Banking Corporation ("Chemical"). Upon consummation of
the merger, Chemical Banking Corporation changed its name to "The Chase
Manhattan Corporation".
THE MERGER WAS ACCOUNTED FOR AS A POOLING OF INTERESTS AND, ACCORDINGLY, THE
INFORMATION PRESENTED IN THIS ANNUAL REPORT ON FORM 10-K PRESENTS THE COMBINED
RESULTS OF HERITAGE CHASE AND CHEMICAL AS IF THE MERGER HAD BEEN IN EFFECT FOR
ALL PERIODS PRESENTED. IN ADDITION, CERTAIN AMOUNTS IN PRIOR PERIODS HAVE BEEN
RECLASSIFIED TO CONFORM TO THE CURRENT PRESENTATION.
OVERVIEW
The Chase Manhattan Corporation ("Chase") is a bank holding company organized
under the laws of the State of Delaware in 1968 and registered under the Bank
Holding Company Act of 1956, as amended (the "BHCA").
Chase conducts its domestic and international financial services businesses
through various bank and non-bank subsidiaries. The principal bank subsidiaries
of Chase are: The Chase Manhattan Bank ("Chase Bank"), a New York banking
corporation headquartered in New York City; Chase Bank of Texas, National
Association ("Chase Texas"), a national bank headquartered in Texas and formerly
known as "Texas Commerce Bank, National Association"; and Chase Manhattan Bank
USA, National Association ("Chase USA"), a national bank headquartered in
Delaware. The principal non-bank subsidiary of Chase is Chase Securities Inc.
("CSI"), Chase's "Section 20" subsidiary, which is engaged in securities
underwriting and dealing activities. At December 31, 1997, Chase was the largest
bank holding company in the United States in terms of total assets and Chase
Bank was the largest bank in the United States in terms of total assets.
The bank and non-bank subsidiaries of Chase operate nationally as well as
through overseas branches, representative offices, subsidiaries and affiliated
banks.
LINES-OF-BUSINESS
Chase's activities are internally organized, for management reporting purposes,
into three major business franchises (Global Banking, National Consumer Services
and Chase Technology Solutions). A description of Chase's business franchises
and the products and services they provide to their respective client bases are
discussed in the section of Management's Discussion and Analysis entitled "Lines
of Business Results" beginning on page 21.
COMPETITION
Chase and its subsidiaries and affiliates operate in a highly competitive
environment. Chase's bank subsidiaries compete with other domestic and foreign
banks, thrift institutions, credit unions, and money market and other mutual
funds for deposits and other sources of funds. In addition, Chase and its bank
and non-bank subsidiaries face increased competition with respect to the diverse
financial services and products they offer. Competitors include finance
companies, brokerage firms, investment banking companies, merchant banks,
insurance companies, credit card companies, mortgage banking companies, leasing
companies, and a variety of other financial services and advisory companies.
Many of these competitors are not subject to the same regulatory restrictions as
are domestic bank holding companies and banks, such as Chase and its bank
subsidiaries.
GOVERNMENT MONETARY POLICIES AND ECONOMIC CONTROLS
The earnings and business of Chase are affected by general economic conditions,
both domestic and international. In addition, fiscal or other policies that are
adopted by various regulatory authorities of the United States, by foreign
governments, and by international agencies can have important consequences on
the financial performance of Chase. Chase is particularly affected by the
policies of the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board"), which regulates the national supply of bank credit. An
important purpose of these policies is to curb inflation and moderate recessions
through the control of the supply of money and credit. The Federal Reserve Board
uses its powers to establish reserve requirements of insured depository
institutions and to conduct open market operations in United States government
securities so as to influence the supply of money and credit. These policies
have a direct effect on the amounts of bank loans and deposits and on interest
rates charged on loans and paid on deposits, with the result that Federal
Reserve Board policies can have a material effect on bank earnings.
Chase has economic, credit, legal, and other specialists who monitor economic
conditions, and domestic and foreign government policies and actions. However,
since it is difficult to predict changes in macroeconomic conditions and in
governmental policies and actions relating thereto, it is difficult to foresee
the effects of any such changes on the business and earnings of Chase and its
subsidiaries.
SUPERVISION AND REGULATION
General: Chase is subject to regulation as a registered bank holding company
under the BHCA. As such, Chase is required to file with the Federal Reserve
Board an annual report and other information required quarterly pursuant to the
BHCA. Chase is also subject to the examination powers of the Federal Reserve
Board.
Under the BHCA, Chase may not engage in any business other than managing and
controlling banks or furnishing certain specified services to subsidiaries, and
may not acquire voting control of non-banking corporations, except those
corporations engaged in businesses or furnishing services which the Federal
Reserve Board deems to be so closely related to banking as "to be a proper
incident thereto". Further, Chase is prohibited, with
THE CHASE MANHATTAN CORPORATION 1
PART I
certain exceptions, from acquiring direct or indirect ownership or control of
more than 5% of the voting shares of any corporation that is engaged in
activities that are not closely related to banking, and may not acquire direct
or indirect ownership or control of more than 5% of the voting shares of any
domestic bank without the prior approval of the Federal Reserve Board.
Dividend Restrictions: Federal law imposes limitations on the payment of
dividends by the subsidiaries of Chase that are state member banks of the
Federal Reserve System (a "state member bank") or national banks. Non-bank
subsidiaries of Chase are not subject to such limitations. The amount of
dividends that may be paid by a state member bank, such as Chase Bank, or by a
national bank, such as Chase USA or Chase Texas, is limited to the lesser of the
amounts calculated under a "recent earnings" test and an "undivided profits"
test. Under the recent earnings test, a dividend may not be paid if the total of
all dividends declared by a bank in any calendar year is in excess of the
current year's net income combined with the retained net income of the two
preceding years unless the bank obtains the approval of its appropriate Federal
banking regulator (which, in the case of a state member bank, is the Federal
Reserve Board and, in the case of a national bank, is the Office of the
Comptroller of the Currency (the "Comptroller of the Currency")). Under the
undivided profits test, a dividend may not be paid in excess of a bank's
"undivided profits".
In accordance with the foregoing restrictions, Chase's bank subsidiaries
could, during 1998, without the approval of their relevant banking regulators,
pay aggregate dividends of approximately $1.4 billion to their respective bank
holding companies, plus an additional aggregate amount equal to their net income
from January 1, 1998 through the date in 1998 of any such dividend payment.
In addition to the dividend restrictions described above, the Federal Reserve
Board, the Comptroller of the Currency and the Federal Deposit Insurance
Corporation ("FDIC") have authority under the Financial Institutions Supervisory
Act to prohibit or to limit the payment of dividends by the banking
organizations they supervise, including Chase and its subsidiaries that are
banks or bank holding companies, if, in the banking regulator's opinion, payment
of a dividend would constitute an unsafe or unsound practice in light of the
financial condition of the banking organization.
Capital Requirements: The Federal banking regulators have also adopted
risk-based capital and leverage guidelines, which require that Chase's
capital-to-assets ratios meet certain minimum standards.
The risk-based capital ratio is determined by allocating assets and specified
off-balance sheet financial instruments into four weighted categories, with
higher levels of capital being required for the categories perceived as
representing greater risk. Under the guidelines, capital is divided into two
tiers. Tier 1 Capital includes common equity, qualifying perpetual preferred
stock, minority interests in the equity accounts of consolidated subsidiaries,
less goodwill and other non-qualifying intangibles and other assets. Tier 2
Capital includes, among other items, perpetual preferred equity not qualifying
as Tier 1 Capital, limited-life preferred stock with an original maturity of
greater than 20 years, mandatory convertible debt, subordinated debt and
intermediate-term preferred stock with an original weighted-average maturity of
at least five years, the allowance for credit losses (up to 1.25% of
risk-weighted assets), less required deductions as provided by regulation. The
amount of Tier 2 Capital may not exceed the amount of Tier 1 Capital. Total
Capital is the sum of Tier 1 Capital and Tier 2 Capital.
Banking organizations are required to maintain a Total risk-based capital
ratio (Total Capital to risk-weighted assets) of 8%, of which at least 4% must
be Tier 1 Capital.
The Federal banking regulators have also established minimum leverage ratio
guidelines. The leverage ratio is defined as Tier 1 Capital divided by average
total assets (net of allowance for credit losses, goodwill and certain
intangible assets). The minimum leverage ratio is 3% for banking organizations
that have well-diversified risk (including no undue interest rate risk);
excellent asset quality; high liquidity; good earnings; and, in general, are
considered strong banking organizations. Other banking organizations are
expected to have ratios of at least 4%-5% depending upon their particular
condition and growth plans. Higher capital ratios could be required if warranted
by the particular circumstance or risk profile of a given banking organization.
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
required each Federal banking regulator to revise its risk-based capital
standards within 18 months of enactment of the statute to ensure that those
standards take adequate account of interest rate risk, concentration of credit
risk and the risk of non-traditional activities. On December 15, 1994, the
Federal banking regulators adopted amendments to their respective risk-based
capital requirements that explicitly identify concentration of credit risk and
certain risks arising from non-traditional activities, and the management of
such risks, as important factors to consider in assessing an institution's
overall capital adequacy. The amendments do not, however, mandate any specific
adjustments to the risk-based capital calculations as a result of such factors.
In May 1996, the Federal banking agencies announced that they were going to
refrain from imposing a separate, explicit capital charge for interest rate
risk, although they might do so in the future.
Effective January 1, 1998, the risk-based capital rules were amended to
incorporate a measure for market risk in foreign exchange and commodity
activities and in the trading of debt and equity instruments and to require
banking organizations with relatively large trading activities (such as Chase)
to maintain capital for market risk in an amount that may be calculated by using
the banking organizations' own internal value-at-risk models (subject to
parameters set by the regulators). Chase elected to adopt these guidelines
effective with the third quarter of 1997.
2 THE CHASE MANHATTAN CORPORATION
PART I
In November 1997, the Federal banking agencies published for comment
regulations to amend the risk-based capital requirements with respect to
recourse arrangements and securitization transactions. The current risk-based
capital rules require a banking organization that transfers assets with recourse
to maintain capital against the entire amount of the transferred assets. A
third-party banking organization that provides a letter of credit or other
credit enhancement (a "direct credit substitute") in connection with such a
transfer of assets, however, need only maintain capital against the amount of
the direct credit substitute. In general, the proposed amendments would extend
the capital treatment applicable to asset transfers with recourse to those
direct credit substitutes that provided credit enhancement to senior positions.
The proposed amendments also set forth a multi-level approach to assessing
capital requirements in certain asset securitizations. The proposed amendments
would use credit ratings from nationally recognized securities rating
organizations to measure relative exposure to credit risk and to determine the
associated risk-based capital requirements. Positions rated AAA would receive a
20% risk-weight. Other investment grade positions would be covered by either:
(i) a face value approach (under which capital would be held only against the
face value of the position, risk-weighted at 100% (i.e., the current treatment
afforded direct credit substitutes)) or (ii) a modified gross-up approach (under
which capital would have to be held not only against the amount of the position
but also against the amount of all senior positions, but at a reduced
risk-weight of 50%). In the case of positions rated below investment grade,
capital would be required to be held against the position and all senior
positions at the full risk-weight (in most cases, 100%.) These requirements
would be subject to the low-level recourse rule, pursuant to which the capital
required to be held against any position is never greater than the position
itself. Chase is in the process of evaluating the effect of the proposed
amendments.
FDICIA: FDICIA also required the FDIC to establish a risk-based assessment
system for FDIC deposit insurance and revised certain provisions of the Federal
Deposit Insurance Act, as well as certain other Federal banking statutes. In
general, FDICIA provides for expanded regulation of depository institutions and
their affiliates, including parent holding companies, by such institutions'
Federal banking regulators, and requires the Federal banking regulator to take
"prompt corrective action" with respect to a depository institution if such
institution does not meet certain capital adequacy standards.
Prompt Corrective Action: Pursuant to FDICIA, the Federal Reserve Board, the
FDIC and the Comptroller of the Currency adopted regulations setting forth a
five-tier scheme for measuring the capital adequacy of the depository
institutions they supervise. Under the regulations (commonly referred to as the
"prompt corrective action" rules), an institution would be placed in one of the
following capital categories: (i) well capitalized (an institution that has a
Total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital
ratio of at least 6% and a Tier 1 leverage ratio of at least 5% and is not
subject to a written agreement, order, capital directive or prompt corrective
action directive); (ii) adequately capitalized (an institution that has a Total
risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at
least 4% and a Tier 1 leverage ratio of at least 4%, or 3% in some cases); (iii)
undercapitalized (an institution that has a Total risk-based capital ratio of
under 8% or a Tier 1 risk-based capital ratio under 4% or a Tier 1 leverage
ratio under 4%, or 3% in some cases); (iv) significantly undercapitalized (an
institution that has a Total risk-based capital ratio of under 6% or a Tier 1
risk-based capital ratio under 3% or a Tier 1 leverage ratio under 3%), and (v)
critically undercapitalized (an institution that has a ratio of tangible equity
to total assets of 2% or less). An institution may be treated as being in a
capital category lower than that indicated based on other supervisory criteria.
Supervisory actions by the appropriate Federal banking regulator will
generally depend upon an institution's classification within the five
categories. The regulations apply only to banks and not to bank holding
companies, such as Chase; however, the Federal Reserve Board is authorized to
take appropriate action at the holding company level based on the
undercapitalized status of such holding company's subsidiary banking
institution. In certain instances relating to an undercapitalized banking
institution, the bank holding company would be required to guarantee the
performance of the undercapitalized subsidiary and may be liable for civil money
damages for failure to fulfill its commitments on such guarantee.
As of the date hereof, each of Chase's banking subsidiaries was "well
capitalized".
Brokered Deposits: The ability of depository institutions to accept brokered
deposits is regulated under FDICIA. The term "brokered deposits" is defined to
include deposits that are solicited by a bank's affiliates on its behalf. A
significant portion of Chase Bank's and Chase USA's wholesale deposits are
solicited on their behalf by broker-dealer affiliates and are considered
brokered deposits. Under the rule, (i) an "undercapitalized" institution is
prohibited from accepting, renewing or rolling over brokered deposits, (ii) an
"adequately capitalized" institution must obtain a waiver from the FDIC before
accepting, renewing or rolling over brokered deposits and is not permitted to
pay interest on brokered deposits accepted in such institution's normal market
area at rates that "significantly exceed" rates paid on deposits of similar
maturity in such area, and (iii) a "well capitalized" institution may accept,
renew or roll over brokered deposits without restriction. The definitions of
"well capitalized", "adequately capitalized", and "undercapitalized" are the
same as those utilized in the "prompt corrective action" rules described above.
FDIC Insurance Assessments: Under the FDIC's risk-based insurance premium
assessment system, each depository institution is assigned to one of nine risk
classifications based upon certain capital and supervisory measures and,
depending upon its classification, is assessed insurance premiums on its
deposits.
THE CHASE MANHATTAN CORPORATION 3
PART I
Pursuant to the Economic Growth and Regulatory Paperwork Reduction Act of 1996
(the "Deposit Funds Act") depository institutions insured by the Bank Insurance
Fund ("BIF") are required to pay premiums ranging from 0 basis points to 27
basis points of domestic deposits. Each of Chase's banks, including Chase Bank,
Chase USA and Chase Texas, currently qualifies for the 0 basis point assessment.
The Deposit Funds Act also imposed an annual assessment on all depository
institutions in order to pay interest on bonds issued by the Financing
Corporation ("FICO") in connection with the resolution of savings association
insolvencies occurring prior to 1991. The FICO assessment is 1.3 basis points of
domestic deposits in the case of BIF-insured institutions such as Chase Bank,
Chase USA and Chase Texas. The rate schedules are subject to future adjustments
by the FDIC. In addition, the FDIC has authority to impose special assessments
from time to time, subject to certain limitations specified in the Deposit Funds
Act.
Powers of the FDIC Upon Insolvency of an Insured Depository Institution: The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA")
imposes liability on an FDIC-insured depository institution (such as Chase's
bank subsidiaries) for any loss incurred or expected to be incurred by the FDIC
in connection with another FDIC-insured institution under common control with
such institution being in "default" or "in danger of default" (commonly
referred to as "cross-guarantee" liability). "Default" is generally defined as
the appointment of a conservator or receiver and "in danger of default" is
defined as certain conditions indicating that a default is likely to occur
absent regulatory assistance. An FDIC cross-guarantee claim against a depository
institution is superior in right of payment to claims of the holding company and
its affiliates against such depository institution.
In the event an insured depository institution becomes insolvent, or upon the
occurrence of certain other events specified in the Federal Deposit Insurance
Act, whenever the FDIC is appointed the conservator or receiver of such insured
depository institution, the FDIC has the power: (i) to transfer any of such
bank's assets and liabilities to a new obligor (including, but not limited to,
another financial institution acquiring all or a portion of the bank's business,
assets or liabilities), without the approval of such bank's creditors; (ii) to
enforce the terms of such bank's contracts pursuant to their terms; or (iii) to
repudiate or disaffirm any contract or lease to which such depository
institution is a party, the performance of which is determined by the FDIC to be
burdensome and the disaffirmance or repudiation of which is determined by the
FDIC to promote the orderly administration of such depository institution. Such
provisions of the Federal Deposit Insurance Act would be applicable to
obligations and liabilities of those of Chase's subsidiaries that are insured
depository institutions, such as Chase Bank, Chase USA and Chase Texas,
including, without limitation, obligations under senior or subordinated debt
issued by such banks to investors (hereinafter referred to as "public
noteholders") in the public markets.
In its resolution of the problems of an insured depository institution in
default or in danger of default, the FDIC is not permitted to take any action
that would have the effect of increasing the losses to a deposit insurance fund
by protecting depositors for more than the insured portion of their deposits or
by protecting creditors of the insured depository institution (including public
noteholders), other than depositors. In addition, the FDIC is authorized to
settle all uninsured and unsecured claims in the insolvency of an insured
institution by making a final settlement payment after the declaration of
insolvency based upon a percentage determined by the FDIC reflecting an average
of the FDIC's receivership recovery experience, regardless of the assets of the
insolvent institution actually available for distribution to creditors. Such a
payment would constitute full payment and disposition of the FDIC's obligations
to claimants.
The Omnibus Budget Reconciliation Act of 1993 included a "depositor
preference" provision, which provides that the claims of a receiver of an
insured depository institution for administrative expenses and the claims of
holders of deposit liabilities (including the FDIC, as subrogee of such holders)
have priority over the claims of other unsecured creditors of such institution,
including public noteholders, in the event of the liquidation or other
resolution of such institution.
As a result of the provisions described above, whether or not the FDIC ever
sought to repudiate any obligations held by public noteholders of any subsidiary
of Chase that is an insured depository institution, such as Chase Bank, Chase
USA or Chase Texas, the public noteholders would be treated differently from,
and could receive, if anything, substantially less than, holders of deposit
obligations of such depository institution.
Other Supervision and Regulation: Under Federal Reserve Board policy, Chase is
expected to act as a source of financial strength to each bank subsidiary and to
commit resources to support such bank subsidiary in circumstances where it might
not do so absent such policy. Any loans by a bank holding company to any of its
subsidiary banks are subordinate in right of payment to deposits and to certain
other indebtedness of the subsidiary banks. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a Federal
bank regulatory agency to maintain the capital of a subsidiary bank at a certain
level will be assumed by the bankruptcy trustee and entitled to a priority of
payment.
The bank subsidiaries of Chase are subject to certain restrictions imposed by
Federal law on extensions of credit to, and certain other transactions with,
Chase and certain other affiliates and on investments in stock or securities
thereof. Such restrictions prevent Chase and other affiliates from borrowing
from a bank subsidiary unless the loans are secured in specified amounts.
Chase's bank and non-bank subsidiaries are subject to direct supervision
and regulation by various other Federal and state authorities. Chase Bank, as a
New York State-chartered bank and
4 THE CHASE MANHATTAN CORPORATION
PART I
state member bank, is subject to supervision and regulation by the New York
State Banking Department as well as by the Federal Reserve Board and the FDIC.
Chase's national bank subsidiaries, such as Chase USA and Chase Texas, are
subject to substantially similar supervision and regulation by the Comptroller
of the Currency. Supervision and regulation by each of the foregoing regulatory
agencies generally include comprehensive annual reviews of all major aspects of
the relevant bank's business and condition, as well as the imposition of
periodic reporting requirements and limitations on investments and other powers.
The operations of The Vista Funds, Chase's mutual funds, including the means by
which they may be distributed in the United States, are subject to regulation by
the Securities and Exchange Commission ("SEC") and the Federal Reserve Board.
The types of activities in which the foreign branches of Chase Bank and the
international subsidiaries of Chase may engage are subject to various
restrictions imposed by the Federal Reserve Board. Such foreign branches and
international subsidiaries are also subject to the laws and banking authorities
of the countries in which they operate.
Chase also conducts securities underwriting, dealing and brokerage activities
through various broker-dealer subsidiaries, all of which are subject to the
regulations of the SEC and the National Association of Securities Dealers, Inc.
CSI, Chase's "Section 20" subsidiary, is also subject to the supervision and
regulation of the Federal Reserve Board. The Federal Reserve Board previously
required Section 20 subsidiaries to operate under a large number of conditions,
commonly referred to as "firewalls", that had separated Section 20 companies
from affiliated banks and, to a certain degree, from other bank holding company
affiliates. Effective October 31, 1997, the Federal Reserve Board eliminated
most firewalls and incorporated the remaining firewalls in a statement of
operating standards, thus enabling CSI to operate more efficiently. In addition,
effective March 6, 1997, the Federal Reserve Board increased the amount of a
Section 20 subsidiary's gross revenues that may be derived from underwriting and
dealing in "ineligible" securities (i.e., securities in which a national bank
may not underwrite or deal) from 10% to 25%. The effect of this regulatory
action has been to enable Chase to substantially expand CSI's underwriting and
dealing capabilities.
The activities of Chase Bank, Chase USA and Chase Texas as consumer lenders
are also subject to regulation under various Federal laws including the
Truth-in-Lending, the Equal Credit Opportunity, the Fair Credit Reporting, the
Fair Debt Collection Practice and the Electronic Funds Transfer Acts, as well as
various state laws. These statutes impose requirements on the making,
enforcement and collection of consumer loans and on the types of disclosures
that need to be made in connection with such loans.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
From time to time, Chase has made and will make forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995, in
its filings with the Securities and Exchange Commission or in oral statements by
senior management to analysts, investors, representatives of the media and
others. Chase notes that any such forward-looking statements speak only as of
the date they are made, and Chase undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events.
All forward-looking statements, by their nature, are subject to risks and
uncertainties, and Chase's actual future results may differ materially from
those set forth in such forward-looking statements. Factors that might cause
Chase's future financial performance to vary include, but are not limited to,
the credit, market, operational, liquidity, interest rate and other risks
discussed in the "Management Discussion and Analysis" and "Supervision and
Regulation" sections of this report, as well as the following:
Competition: As noted above, Chase operates in a highly competitive environment.
Chase expects that competitive conditions will continue to intensify as a result
of technological advances. Technological advances have, for example, made it
possible for non-depository institutions to offer customers automatic transfer
systems and other automated payment systems services that have been traditional
banking products. Competition is also expected to increase as a result of
legislation enacted in 1994 permitting interstate banking. Certain legislative
proposals introduced in Congress from time to time would permit new types of
affiliations between banks and financial service companies, including securities
firms, and could, if enacted, also have increased competitive effects (See
"Legislation" below).
Foreign Operations: Chase does business throughout the world, including in
developing regions of the world commonly known as emerging markets. Chase also
invests in the securities of corporations located in such emerging markets.
Chase's businesses and revenues derived from emerging markets securities are
subject to risk of loss from unfavorable political and diplomatic developments,
currency fluctuations, social instability, changes in governmental policies,
expropriation, nationalization, confiscation of assets and changes in
legislation relating to foreign ownership. In addition, foreign trading markets,
particularly in emerging market countries are often smaller, less liquid, and
more volatile than the U.S. trading markets.
Government Monetary Policies and Economic Controls: As noted above in Item 1 of
this report, the earnings and business of Chase are affected by general economic
conditions, both domestic and international, and by the fiscal or other policies
that are adopted by various regulatory authorities of the United States, foreign
governments, and international agencies. The nature and impact of future changes
in economic and market conditions and fiscal policies are not predictable and
are beyond Chase's control. In addition, these policies and conditions can
impact Chase's customers and counterparties, both in the U.S. and abroad, which
may increase the risks of default on their obligations to Chase.
THE CHASE MANHATTAN CORPORATION 5
PART I
Legislation: Federal and state legislation affecting the banking industry has
played, and will continue to play, a significant role in shaping the nature of
the financial services industry. For example, during 1994, the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle Act") was
enacted. As a result of the passage of the Riegle Act and "early opt-in" by the
states of New York, New Jersey and Connecticut, Chase was able to integrate the
branches of its New Jersey and Connecticut banks into Chase Bank, thereby
increasing the operational efficiency of such branches. However, another effect
of the early "opt-in" by New York, New Jersey and Connecticut may be to increase
competition within the tri-state region, although Chase cannot predict whether
and to what extent such competition will increase. The State of Texas has
"opted-out" of the provisions of the Riegle Act.
Legislative proposals, including proposals to revise fundamentally the bank
regulatory system, allow banking organizations to engage in a broader range of
activities and permit commercial organizations to engage in banking, are from
time to time introduced in Congress. If enacted, such legislation could
substantially change the competitive environment in which Chase and its
subsidiaries operate. Chase cannot predict at this time the extent to which
Chase and its subsidiaries might be affected by any of these initiatives.
Business Conditions and General Economy: Chase is a leading provider of services
in the global markets, global services, investment banking, private banking and
national consumer businesses. The profitability of these businesses, as well as
Chase's credit quality, could be adversely affected by a worsening of general
economic conditions, particularly by a higher domestic interest rate
environment, as well as by foreign and domestic trading market conditions. An
economic downturn or significantly higher interest rates could increase the risk
that a greater number of Chase's customers would become delinquent on their
loans or other obligations to Chase, or would refrain from securing additional
debt. In addition, a higher level of domestic interest rates could affect the
amount of assets under management by Chase (for example, by affecting the flows
of moneys to or from the mutual funds managed by Chase), impact the willingness
of financial investors to participate in loan syndications and underwritings
managed by Chase's corporate finance business, adversely impact Chase's loan and
deposit spreads and affect its domestic trading revenues. Revenues from foreign
trading markets may also be subject to negative fluctuations as a result of the
impact of unfavorable political and diplomatic developments, social instability
and changes in the policies of central banks or foreign governments, and the
impact of these fluctuations could be accentuated by the volatility and lack of
relative liquidity in some of these foreign trading markets.
FOREIGN OPERATIONS
For geographic distributions of average assets, total revenue, total expense,
income before income tax expense and net income, see Note Twenty Three on page
72. For a discussion of foreign loans, see Note Four on page 56 and see the
sections entitled "Foreign Consumer" and "Foreign Commercial" in Management's
Discussion and Analysis, each of which is on page 33, and "Cross-Border
Outstandings," on page 84.
ITEM 2: PROPERTIES
-------------------------------------------------------------------------------
The headquarters of Chase is located in New York City at 270 Park Avenue, which
is a 50-story bank and office building owned by Chase. This location contains
approximately 1.3 million square feet of commercial office and retail space.
Chase also owns and occupies a 60-story building at One Chase Manhattan Plaza in
New York City. This location has approximately 2 million square feet of
commercial office and retail space, of which approximately 800,000 square feet
is leased to outside tenants.
Chase also owns and occupies a 22-story bank and office building at 4 New York
Plaza, New York City, with 900,000 square feet of commercial office and retail
space. In addition, Chase owns a 50-story building known as One New York Plaza
in New York City which is leased to outside tenants.
Chase built in 1992 and fully occupies a two-building complex known as Chase
MetroTech in downtown Brooklyn, New York. This facility contains approximately
1.75 million square feet and houses, among other things, operations and product
support functions.
Chase occupies, in the aggregate, approximately 800,000 square feet of space in
the United Kingdom. The most significant components of leased space in London
are 240,000 square feet at 125 London Wall and 147,000 square feet at Thomas
More Square. Chase also owns and occupies a 300,000 square foot operations
center in Bournemouth.
Chase and its subsidiaries also own and occupy administrative and operational
facilities in Hicksville, New York; Tampa, Florida; Tempe, Arizona; and in
Houston, Arlington, and El Paso, Texas.
In addition, Chase and its subsidiaries occupy branch offices and other
administrative and operational facilities throughout the United States and in
foreign countries under various types of ownership and leasehold agreements.
ITEM 3: LEGAL PROCEEDINGS
-------------------------------------------------------------------------------
Due to the nature of the businesses in which it is engaged, Chase and its
subsidiaries are subject to various threatened or filed legal actions from time
to time. Some of these actions allege damages, or seek penalties or other
relief, in very large amounts. On December 4, 1997, a judgment was entered on a
jury verdict against The Chase Manhattan Bank in a lawsuit filed in the United
States District Court for the Western
6 THE CHASE MANHATTAN CORPORATION
PART I
District of Texas, 50-Off Stores, Inc. v. Banque Paribas (Suisse), S.A., et al.
The plaintiff sought damages for an alleged conversion by the Bank of shares of
common stock issued by the plaintiff that had been held in a custody account of
the Bank for its customer, Banque Paribas (Suisse) S.A. The judgment awarded the
plaintiff $10.6 million in compensatory and $138 million in punitive damages.
Chase has filed an appeal with the Fifth Circuit Court of Appeals. The amount of
any ultimate exposure in this litigation cannot be determined with certainty at
this time. Chase does not expect the final outcome of any of its lawsuits,
including the suit described above, to have a material adverse affect on its
consolidated financial condition.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------------------------
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
-------------------------------------------------------------------------------
Unless otherwise noted, all of Chase's above-named executive officers have
continuously held senior-level positions with Chase or its predecessor
institutions, Chemical Banking Corporation and The Chase Manhattan Corporation,
during the five fiscal years ended December 31, 1997. There are no family
relationships among the foregoing executive officers.
THE CHASE MANHATTAN CORPORATION 7
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-------------------------------------------------------------------------------
The outstanding shares of Chase's Common Stock are listed on the New York Stock
Exchange and the London Stock Exchange Limited. For the quarterly high and low
prices of the Common Stock on the New York Stock Exchange for the last two
years, see the section entitled "Quarterly Financial Information (Unaudited)" on
page 73. Chase declared quarterly cash dividends on its Common Stock in the
amount of $.62 per share for each quarter of 1997 and $.56 per share for each
quarter of 1996. At February 28, 1998, there were 83,472 holders of record of
Chase's Common Stock.
During the fourth quarter of 1997, shares of common stock of Chase were
issued in transactions exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof. Shares of common stock were issued to retired
executive officers who had deferred receipt of such common stock pursuant to the
Corporate Performance Incentive Plan as follows: October 3, 1997 - 281 shares;
and November 17, 1997 - 1,766 shares. Shares of common stock were issued to
retired directors who had deferred receipt of such common stock pursuant to the
Deferred Compensation Plan for Non-Employee Directors and to serving directors
as a share grant as follows: October 10, 1997 - 154 shares; and December 1, 1997
- 2,652 shares.
ITEM 6: SELECTED FINANCIAL DATA
-------------------------------------------------------------------------------
For five-year selected financial data, see "Summary of Selected Financial Data"
on page 18.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
Management's discussion and analysis of financial condition and results of
operations, entitled "Management's Discussion and Analysis", appears on pages 18
through 44.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------------------
For information related to market risk, see the Market Risk Management section
on pages 37 through 41 and Note One on page 50.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------------------------------------------
The consolidated financial statements, together with the Notes thereto and the
report of Price Waterhouse LLP dated January 20, 1998 thereon, appear on pages
45 through 73.
Supplementary financial data for each full quarter within the two years ended
December 31, 1997 is included on page 73 in the table entitled "Quarterly
Financial Information (Unaudited)". Also included is a "Glossary of Terms" on
page 74.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
-------------------------------------------------------------------------------
None.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF CHASE
-------------------------------------------------------------------------------
See Item 13 below.
ITEM 11: EXECUTIVE COMPENSATION
-------------------------------------------------------------------------------
See Item 13 below.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------------------------------------------------------------------------------
See Item 13 below.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------------------------------
Pursuant to Instruction G (3) to Form 10-K, the information to be provided in
Items 10, 11, 12 and 13 of Form 10-K (other than information pursuant to Rule
402 (i), (k) and (l) of Regulation S-K) are incorporated by reference to Chase's
definitive proxy statement for the annual meeting of stockholders, to be held
May 19, 1998, which proxy statement will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days of the close of
Chase's 1997 fiscal year.
8 THE CHASE MANHATTAN CORPORATION
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------
(a) EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements
The consolidated financial statements, the Notes thereto and the report
thereon listed in Item 8 are set forth commencing on page 45.
2. Financial Statement Schedules
None.
3. Exhibits
3.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 4.1 to the Registration Statement
on Form S-8 (File No. 333-07941) of The Chase Manhattan Corporation).
3.2 By-laws, as amended as of March 17, 1998, of The Chase Manhattan
Corporation.
4.1 Indenture, dated as of December 1, 1989, between Chemical Banking
Corporation and The Chase Manhattan Bank (National Association), as
succeeded to by Bankers Trust Company, as Trustee (incorporated by
reference to Exhibit 4.9 to the Registration Statement on Form S-3 (File
No. 33-32409) of Chemical Banking Corporation).
4.2(a) Indenture, dated as of April 1, 1987, as amended and restated as of
December 15, 1992, between Chemical Banking Corporation and Morgan
Guaranty Trust Company of New York, as succeeded to by First Trust of New
York, National Association, as Trustee (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K, dated December 22, 1992,
of Chemical Banking Corporation, File No. 1-5805).
4.2(b) Second Supplemental Indenture, dated as of October 8, 1996, between The
Chase Manhattan Corporation and First Trust of New York, National
Association, as Trustee, to the Indenture, dated as of April 1, 1987, as
amended and restated as of December 15, 1992 (incorporated by reference
to Exhibit 4.5 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.3(a) Indenture, dated as of June 1, 1985, between Manufacturers Hanover
Corporation and IBJ Schroder Bank and Trust Company, as Trustee, relating
to the 8 1/2% Subordinated Capital Notes Due February 15, 1999
(incorporated by reference to Exhibit 4(b) to the Current Report on Form
8-K, dated February 27, 1987, of Manufacturers Hanover Corporation, File
No. 1-5923-1).
4.3(b) First Supplemental Indenture, dated as of December 31, 1991, among
Chemical Banking Corporation, Manufacturers Hanover Corporation and IBJ
Schroder Bank and Trust Company, as Trustee, to the Indenture, dated June
1, 1985 (incorporated by reference to Exhibit 4.18(b) to the Annual
Report on Form 10-K, dated December 31, 1991, of Chemical Banking
Corporation, File No. 1-5805).
4.3(c) Second Supplemental Indenture, dated as of October 8, 1996, between The
Chase Manhattan Corporation and IBJ Schroder Bank and Trust Company, as
Trustee, to the Indenture, dated June 1, 1985 (incorporated by reference
to Exhibit 4.12 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.4(a) Indenture, dated as of July 1, 1986, between The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee (incorporated by
reference to Exhibit (4)(a) to the Registration Statement on Form S-3
(File No. 33-7299) of The Chase Manhattan Corporation).
4.4(b) First Supplemental Indenture, dated as of November 1, 1990, between The
Chase Manhattan Corporation and Bankers Trust Company, as Trustee, to the
Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit
(4)(b) to the Registration Statement on Form S-3 (File No. 33-40485) of
The Chase Manhattan Corporation).
4.4(c) Second Supplemental Indenture, dated as of May 1, 1991, between The Chase
Manhattan Corporation and Bankers Trust Company, as Trustee, to the
Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit
(4)(c) to the Registration Statement on Form S-3 (File No. 33-42367) of
The Chase Manhattan Corporation).
4.4(d) Third Supplemental Indenture, dated as of March 29, 1996, among Chemical
Banking Corporation, The Chase Manhattan Corporation and Bankers Trust
Company, as Trustee, to the Indenture, dated as of July 1, 1986
(incorporated by reference to Exhibit 4.18 to the Registration Statement
on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation).
THE CHASE MANHATTAN CORPORATION 9
4.5(a) Amended and Restated Indenture, dated as of September 1, 1993, between
The Chase Manhattan Corporation and Chemical Bank, as Trustee
(incorporated by reference to Exhibit (4)(cc) to the Current Report on
Form 8-K, dated August 19, 1993, of The Chase Manhattan Corporation, File
No. 1-5945).
4.5(b) First Supplemental Indenture, dated as of March 29, 1996, among Chemical
Banking Corporation, The Chase Manhattan Corporation, Chemical Bank, as
resigning Trustee, and First Trust of New York, National Association, as
successor Trustee, to the Amended and Restated Indenture, dated as of
September 1, 1993 (incorporated by reference to Exhibit 4.22 to the
Registration Statement on Form S-3 (File No. 333-14959) of The Chase
Manhattan Corporation).
4.5(c) Second Supplemental Indenture, dated as of October 8, 1996, between The
Chase Manhattan Corporation and First Trust of New York, National
Association, as Trustee, to the Amended and Restated Indenture, dated as
of September 1, 1993 (incorporated by reference to Exhibit 4.23 to the
Registration Statement on Form S-3 (File No. 333-14959) of The Chase
Manhattan Corporation).
4.6(a) Indenture, dated as of May 15, 1993, between Margaretten Financial
Corporation and The Bank of New York, as Trustee, relating to the 6 3/4%
Guaranteed Notes due June 15, 2000 (incorporated by reference to Exhibit
4(a) to the Registration Statement on Form S-3 (No. 33-60262) of
Margaretten Financial Corporation).
4.6(b) Supplemental Indenture, dated as of July 22, 1994, to the Indenture,
dated as of May 15, 1993, among Margaretten Financial Corporation,
Chemical Banking Corporation and The Bank of New York, as Trustee, and
Guarantee, dated as of July 22, 1994, by Chemical Banking Corporation
(incorporated by reference to Exhibit 4.34 to the Current Report on Form
8-K, dated September 28, 1994, of Chemical Banking Corporation, File No.
1-5805).
4.7 Junior Subordinated Indenture, dated as of December 1, 1996, between The
Chase Manhattan Corporation and The Bank of New York, as Debenture
Trustee (incorporated by reference to Exhibit 4.24 to the Registration
Statement on Form S-3 (File No. 333-19719) of The Chase Manhattan
Corporation).
4.8 Guarantee Agreement, dated as of January 24, 1997, between The Chase
Manhattan Corporation and The Bank of New York, as Trustee, with respect
to the Global Floating Rate Capital Securities, Series B, of Chase
Capital II.
4.9 Amended and Restated Trust Agreement, dated as of January 24, 1997, among
The Chase Manhattan Corporation, The Bank of New York, as Property
Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the
Administrative Trustees named therein, with respect to Chase Capital II.
10.1 Deferred Compensation Plan for Non-Employee Directors of The Chase
Manhattan Corporation and The Chase Manhattan Bank, as amended and
restated effective December 1996 (incorporated by reference to
Exhibit 10.1 to the Annual Report on Form 10-K, dated December 31,
1996, of The Chase Manhattan Corporation, File No. 1-5805).
10.2 Post-Retirement Compensation Plan for Non-Employee Directors, as amended
and restated as of May 21, 1996 (incorporated by reference to Exhibit
10.2 to the Annual Report on Form 10-K, dated December 31, 1996, of The
Chase Manhattan Corporation, File No. 1-5805).
10.3 Deferred Compensation Plan of Chemical Banking Corporation and
Participating Companies, as amended through January 1, 1993 (incorporated
by reference to Exhibit 10.5 to the Annual Report on Form 10-K, dated
December 31, 1994, of Chemical Banking Corporation, File No. 1-5805).
10.4 The Chase Manhattan Corporation 1996 Long-Term Incentive Plan
(incorporated by reference to the Schedule 14A, filed on April 17, 1996,
of The Chase Manhattan Corporation, File No. 1-5805).
10.5 The Chase Manhattan 1994 Long-Term Incentive Plan (incorporated herein by
reference to Exhibit 10O to The Chase Manhattan Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994, File No.
1-5945).
10.6 Amendment to The Chase Manhattan 1994 Long-Term Incentive Plan
(incorporated herein by reference to Exhibit 10S to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-5945).
10.7 Chemical Banking Corporation Long-Term Stock Incentive Plan, as amended
and restated as of May 19, 1992 (incorporated by reference to Exhibit
10.7 to the Annual Report on Form 10-K, dated December 31, 1992, of
Chemical Banking Corporation, File No. 1-5805).
THE CHASE MANHATTAN CORPORATION 10
PART IV
10.8 The Chase Manhattan 1987 Long-Term Incentive Plan, as amended
(incorporated by reference to Exhibit 10A to The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31,
1990, File No. 1-5945).
10.9 Amendment to The Chase Manhattan 1987/82 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10T to the Quarterly Report on Form
10-Q, for the quarter ended September 30, 1995, of The Chase Manhattan
Corporation, File No. 1-5945).
10.10 Long Term Incentive Program of Manufacturers Hanover Corporation.
10.11 Key Executive Performance Plan of Chemical Banking Corporation
(incorporated by reference to Exhibit 10.4 to the Annual Report on Form
10-K, dated December 31, 1994, of Chemical Banking Corporation, File No.
1-5805).
10.12 The Chase Manhattan Annual Incentive Arrangement for Certain Executive
Officers (incorporated by reference to Exhibit 10W to the Quarterly
Report on Form 10-Q, for the quarter ended September 30, 1995, of The
Chase Manhattan Corporation, File No. 1-5945).
10.13 Forms of severance agreements as entered into by The Chase Manhattan
Corporation and certain of its executive officers.
10.14 Form of termination agreement as entered into by The Chase Manhattan
Corporation and Donald L. Boudreau (incorporated by reference to the
Annual Report on Form 10-K, dated December 31, 1994, of The Chase
Manhattan Corporation, File No. 1-5945).
10.15 Form of amendment to the termination agreement as entered into by The
Chase Manhattan Corporation and Donald L. Boudreau (incorporated by
reference to the Quarterly Report on Form 10-Q, dated September 30, 1995,
of The Chase Manhattan Corporation, File No. 1-5945).
10.16 Permanent Life Insurance Options Plan (incorporated by reference to
Exhibit 10.11 to the Annual Report on Form 10-K, dated December 31, 1992,
of Chemical Banking Corporation, File No. 1-5805).
10.17 Executive Retirement Plan of Chemical Banking Corporation and Certain
Subsidiaries (incorporated by reference to Exhibit 10.8 to the Annual
Report on Form 10-K, dated December 31, 1995, of Chemical Banking
Corporation, File No. 1-5805).
10.18 Supplemental Retirement Plan of Chemical Bank and Certain Affiliated
Companies, restated effective January 1, 1993 and as amended through
January 1, 1995 (incorporated by reference to Exhibit 10.9 to the Annual
Report on Form 10-K, dated December 31, 1995, of Chemical Banking
Corporation, File No. 1-5805).
10.19 Supplemental Retirement Plan of The Chase Manhattan Bank, as amended
(incorporated by reference to Exhibit 10G of The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31,
1989, File No. 1-5945).
10.20 Further Amendment to the Supplemental Retirement Plan of The Chase
Manhattan Bank (incorporated by reference to Exhibit 10G of The Chase
Manhattan Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, File No. 1-5945).
10.21 Amendment to Supplemental Retirement Plan of The Chase Manhattan Bank
(incorporated herein by reference to Exhibit 10Z to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-5945).
10.22 Supplemental Benefit Plan of The Chase Manhattan Bank, as amended
(incorporated by reference to Exhibit 10H of The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31,
1990, File No. 1-5945).
10.23 Amendment to Supplemental Benefit Plan of The Chase Manhattan Bank
(incorporated herein by reference to Exhibit 10AA to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-5945).
10.24 TRA86 Supplemental Benefit Plan of The Chase Manhattan Bank, as amended
(incorporated by reference to Exhibit 10I of The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31,
1990, File No. 1-5945).
10.25 Amendment to TRA86 Supplemental Benefit Plan of The Chase Manhattan Bank
(incorporated herein by reference to Exhibit 10BB to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1- 5945).
THE CHASE MANHATTAN CORPORATION 11
PART IV
11.1 Computation of earnings per Common Share.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges and preferred stock
dividend requirements.
21.1 List of Subsidiaries of The Chase Manhattan Corporation.
22.1 Annual Report on Form 11-K of the 401(k) Savings Plan of The Chase
Manhattan Bank (to be filed by amendment pursuant to Rule 15d-21 under
the Securities Exchange Act of 1934).
23.1 Consent of Independent Accountants.
27.1 Financial Data Schedule.
The Chase Manhattan Corporation hereby agrees to furnish to the Commission,
upon request, copies of instruments defining the rights of holders for the
outstanding nonregistered long-term debt of The Chase Manhattan Corporation and
its subsidiaries. These instruments have not been filed as exhibits hereto by
reason that the total amount of each issue of such securities does not exceed
10% of the total assets of The Chase Manhattan Corporation and its subsidiaries
on a consolidated basis. In addition, The Chase Manhattan Corporation hereby
agrees to file with the Commission, upon request, the Guarantees and the Amended
and Restated Trust Agreements for each Delaware business trust subsidiary that
has issued Capital Securities. The provisions of such agreements differ only
with respect to the pricing terms of each series of Capital Securities; these
pricing terms are disclosed in Footnote Six of the Notes to Consolidated
Financial Statements on page 57.
(b) REPORTS ON FORM 8-K
- A Current Report on Form 8-K dated October 21, 1997 was filed on October
24, 1997 setting forth The Chase Manhattan Corporation's financial
results for the third quarter of 1997 and announcing The Chase Manhattan
Corporation's agreement to purchase the credit card portfolio of The Bank
of New York.
- A Current Report on Form 8-K dated November 13, 1997 was filed on
November 13, 1997 reporting trading revenue losses for the month of
October.
- A Current Report on Form 8-K dated November 24, 1997 was filed on
December 4, 1997 attaching certain legal opinions in connection with the
issuance of the 7.34% Capital Securities, Series D, of Chase Capital IV.
12 THE CHASE MANHATTAN CORPORATION
Pages 13-16 Not Used
FINANCIAL SECTION TABLE OF CONTENTS
Management's Discussion and Analysis:
18 Summary of Selected Financial Data
19 Overview
20 Managed Operating Results
21 Lines of Business Results
Global Banking
National Consumer Services
Chase Technology Solutions
Corporate
25 Results of Operations
Net Interest Income
Provision for Credit Losses
Noninterest Revenue
Noninterest Expense
Income Taxes
29 Credit Risk Management
Loan Portfolio
Consumer Portfolio
Commercial Portfolio
Industry Diversification
Cross-Border Exposure
Derivative and Foreign Exchange Financial Instruments
Allowance for Credit Losses
37 Market Risk Management
Trading Activities
Asset/Liability Management
41 Operating Risk Management
41 Capital and Liquidity Risk Management
43 Accounting and Reporting Developments
44 Comparison between 1996 and 1995
AUDITED FINANCIAL STATEMENTS:
45 Management's Report on Responsibility for Financial Reporting
45 Report of Independent Accountants
46 Consolidated Financial Statements
50 Notes to Consolidated Financial Statements
SUPPLEMENTARY DATA:
73 Quarterly Financial Information
74 Glossary of Terms
THE CHASE MANHATTAN CORPORATION 17
MANAGEMENT'S DISCUSSION AND ANALYSIS -- SUMMARY OF SELECTED FINANCIAL DATA
* Note-Excludes the impact of credit card securitizations, restructuring
costs and special items. For a listing of special items, see Glossary of
Terms on page 74.
(a) Accounting changes include the adoption of SFAS 106 in 1995 for the
accounting for other postretirement benefits relating to the foreign plans
of The Chase Manhattan Corporation ("Chase"). Also reflects the adoption
in 1993 of SFAS 106 for Chase's domestic plans and SFAS 109 relating to
accounting for income taxes. The basic and diluted net income per common
share before accounting changes in 1995 were $6.36 and $6.07,
respectively. The basic and diluted net income per common share before
accounting changes in 1993 were $4.02 and $3.96, respectively.
(b) Effective December 31, 1997, Chase adopted SFAS 128 relating to the
computation of earnings per share ("EPS"), which replaced primary EPS with
basic EPS and fully-diluted EPS with diluted EPS. Prior period amounts
have been restated.
(c) The December 31, 1997 ratios are calculated under the Federal Reserve
Board's new risk-based capital guidelines incorporating market-risk
adjusted capital. Prior periods have not been restated.
(d) Includes provision for credit losses, foreclosed property expenses and
charge-offs related to the securitized credit card portfolio.
18 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Certain forward-looking statements contained herein are subject to risks and
uncertainties. Chase's actual results may differ materially from those set forth
in such forward-looking statements. Reference is made to Chase's reports filed
with the Securities and Exchange Commission for a discussion of factors that may
cause such differences to occur. See Glossary of Terms on page 74 for a
definition of certain terms used throughout the annual report.
--------------------------------------------------------------------------------
OVERVIEW
--------------------------------------------------------------------------------
For 1997, Chase's net income was a record $3.71 billion or $8.03 per share on a
diluted basis, compared with $2.46 billion or $4.94 per share on a diluted basis
in 1996. The results for both years included the impact of merger-related
restructuring costs.
Management measures Chase's financial performance and that of its business
units based on managed operating earnings, which excludes the impact of credit
card securitizations, restructuring costs and special items. For a discussion of
managed operating results, see the section that follows.
Operating highlights for 1997 included:
o Return on common stockholders' equity of 19.5%, up from 18.4% in 1996.
o A 15% increase in operating earnings per share to $8.35.
o An 8% increase in managed revenues to almost $18 billion.
o Another improvement in Chase's efficiency ratio to 55%.
o A quarterly dividend increase of 11% to $2.48 per share on an annual
basis.
The 1997 results underscored the strength of Chase's balanced mix of
businesses. Despite the difficult market conditions that existed in the fourth
quarter of 1997, revenue growth continued to accelerate, with eight of Chase's
eleven key businesses growing at double-digit levels during the fourth quarter.
Operating expenses increased 5% from 1996 reflecting higher investment
spending and increased incentives related to the growth in market-sensitive
revenues, offset by $635 million of incremental merger savings. Expense savings
(since the merger on March 31, 1996) have totaled approximately $1.2 billion.
Chase repurchased net 9.8 million common shares in 1997 as part of a stock
repurchase plan begun in October 1996. Under the plan, Chase is authorized
through the end of 1998 to repurchase up to an aggregate of $2.5 billion of its
common shares, net of issuances for employee benefit and other plans. From the
inception of the program through year-end 1997, Chase completed net repurchases
of 19.7 million shares ($2.1 billion).
In 1997, Chase adopted the Federal Reserve Board's new guidelines for the
calculation of market risk-adjusted capital. These guidelines incorporate the
use of internal models to measure market risk. In addition, the capital and
assets of Chase Securities Inc. are now included in the calculation of
risk-based capital ratios. Chase's Tier 1 and Total Capital ratios were 7.9% and
11.6%, respectively, and its Tier 1 leverage ratio was 6.0% at December 31,
1997.
Chase's financial performance goals over the next several years include an
average return on common equity of 18% or higher, growth in managed operating
revenues accelerating to 10% per year and double-digit growth in operating
earnings per share.
During the latter part of 1997, Chase started a Business Effectiveness
Review Project, the goals of which are to fully realize Chase's potential.
Through changes in the role and organization of corporate and business level
functional staff, Chase hopes to promote faster decision-making at lower cost.
This project will also create the sharing of staff services at fewer levels
within the organization and the transfer of a significant number of activities
to a global "shared services" entity. An implementation plan for the project is
expected to be completed by the end of March 1998.
[graph 1 - See Appendix I]
[graph 2 - See Appendix I]
THE CHASE MANHATTAN CORPORATION 19
MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------------------------------------------
MANAGED OPERATING RESULTS
--------------------------------------------------------------------------------
Managed operating results exclude the impact of credit card securitizations,
restructuring costs and special items. To further facilitate analysis of Chase's
financial results, management categorizes the revenue components of the managed
operating income statement as either market-sensitive or nonmarket-sensitive
related revenues. Market-sensitive revenues include trading revenues (including
trading-related net interest income), corporate finance and syndication fees,
securities gains and revenue from equity-related investments.
Nonmarket-sensitive revenues, which are subject to less market volatility,
include all the remaining revenue components on the income statement.
The following supplemental information provides a reconciliation between
Chase's reported results and Chase's results on a managed operating basis. For a
further discussion of credit card securitizations and their impact on the income
statement, see pages 32-33.
(a) Represents results reported in Chase's financial statements, except that
revenues are categorized between market-sensitive and nonmarket-sensitive
revenues, restructuring costs have been separately displayed and
foreclosed property expense is included in Credit Costs.
(b) This column excludes the impact of credit card securitizations.
(c) Includes restructuring costs and special items.
(d) Credit Costs include the Provision for Credit Losses and Foreclosed
Property Expense.
(e) Includes $58 million gain on the sale of Chase's remaining interest in CIT
Group Holdings, Inc. ("CIT") and $44 million gain on the sale of a
partially-owned foreign investment.
(f) Costs incurred for the accelerated vesting of stock-based incentive
awards.
(g) Receipt of $54 million of interest related to Federal and State tax audit
settlements offset by a $60 million loss on the sale of a building in
Japan.
(h) Costs incurred in combining Chase's foreign retirement plans.
(i) Reflects tax benefits related to restructuring costs as well as aggregate
tax benefits and refunds.
Operating revenues in 1997 rose 8% to $17.67 billion, reflecting a 14% increase
in market-sensitive revenues and a 6% increase in nonmarket-sensitive revenues.
Market-sensitive revenues in 1997 reflect double-digit increases over 1996 in
corporate finance fees, securities gains and equity-related revenue.
Trading-related revenue in 1997 rose 4% from last year, despite the difficult
market conditions that existed in the 1997 fourth quarter. Although components
of market-sensitive revenues experience volatility from time to time, such as
that experienced in trading-related revenue in the fourth quarter of 1997, over
the past ten years market-sensitive revenues have increased at a compound annual
growth rate ("CAGR") of 14%, as shown in the following graph.
Nonmarket-sensitive revenues increased 6% from last year, reflecting higher
trust and investment management fees and credit card revenue. Over the past 10
years, nonmarket-sensi-
[graph 3 - See Appendix I]
20 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
tive revenues have increased at a CAGR of 2%; however, Chase has experienced an
acceleration of the growth rate, as evidenced by annual growth of 5% in 1996 and
6% in 1997. Nonmarket-sensitive revenues incorporate various unrelated lines of
businesses. Some of these revenue components, although highly profitable, have
little growth potential, while other revenue components have rapid growth rates.
Management expects both the market-sensitive and nonmarket-sensitive
revenues of Chase to experience fluctuations from time to time and, accordingly,
does not expect the components of operating revenue to grow at these historical
CAGRs every fiscal year.
See Results of Operations, for a discussion of Chase's revenue and expense
on a reported basis.
--------------------------------------------------------------------------------
LINES OF BUSINESS RESULTS
--------------------------------------------------------------------------------
Chase's businesses are organized into three major business franchises, Global
Banking, National Consumer Services ("NCS") and Chase Technology Solutions
("CTS"), which includes Global Services. Within each of these franchises, key
businesses are measured independently on a profit and loss and rate-of-return
basis, as well as by other key performance measures.
Lines of business results are subject to restatement as appropriate
whenever there are refinements in management reporting policies or changes to
the management organization. Results have been restated to reflect Chase's new
organizational structure. The lines of business results for Middle Market
Banking and the global banking portion of Chase Bank of Texas, National
Association ("Chase Texas"), formerly Texas Commerce Bank, National Association,
are now reported in the Global Banking line of business results. The consumer-
and global services-related results for Chase Texas are reported as part of NCS
and CTS lines of business results, respectively.
Chase's economic risk-based capital methodology is the basis for
allocating equity to business units. This methodology quantifies credit, market
and operating risks within each business and allocates capital accordingly.
(a) Total column includes Corporate results. See description of Corporate
results on page 24.
(b) Trading-related net interest income is reflected in the Noninterest
Revenue-Managed caption.
(c) Operating net income excludes restructuring costs and special items.
[graph 4 - See Appendix I]
THE CHASE MANHATTAN CORPORATION 21
MANAGEMENT'S DISCUSSION AND ANALYSIS
Global Banking
Global Banking operates in more than 50 countries, including major operations in
all key international financial centers. Terminal Businesses represents
discontinued portfolios (primarily the remaining refinancing country debt and
commercial real estate problem assets).
Global Banking's operating net income for 1997 was $2.47 billion, an
increase of $253 million over 1996. Operating return on equity in 1997 was 22%,
compared with 20% in 1996. These favorable results were due primarily to
increases in fee revenue and trading-related revenue, coupled with higher
securities gains.
The following table sets forth certain key financial performance measures
of the businesses within Global Banking for the periods indicated.
(a) Represents consolidated results for Chase Texas.
NM - Not meaningful
Global Markets: Global Markets' activities encompass the trading and sale of
foreign exchange, derivatives, fixed income securities and commodities. As a
leader in capital markets, Chase operates 24 hours a day covering the major
international cross-border financial markets, as well as many local markets in
both developed and emerging countries. Global Markets is a recognized world
leader in such key activities as foreign exchange, interest rate swaps and
emerging markets debt. For 1997, net income was $955 million with a return on
common equity of 40%, compared with $807 million and 34% in 1996, reflecting
improved treasury results and higher trading-related revenues. For 1997,
trading-related revenue was $2,038 million, an increase of 4% from last year's
results, driven by higher foreign exchange, derivatives, and securities results
worldwide. Also included within Global Markets are Chase's domestic and
international treasury units, which have primary responsibility for Chase's
asset/liability management activities ("ALM"). ALM activities in the treasury
units are managed on a total return basis with one of the primary objectives
being the creation of economic value over time. Total return combines the
reported revenues (net interest income and securities gains/losses) and the
change in the net unrealized appreciation/depreciation of all financial
instruments and underlying balance sheet items. In 1997, the total return from
ALM activities amounted to $476 million pre-tax before expenses.
Global Investment Banking and Corporate Lending: Global Investment Banking and
Corporate Lending finances and advises corporations, financial institutions,
financial sponsors and governments by providing integrated one-stop financial
solutions and industry expertise to clients globally. Client industries include
broker/dealers, chemicals, healthcare, insurance, media and telecommunications,
multinationals, natural resources, oil and gas, power and environmental, real
estate, retail and transportation. The product offerings encompass syndicated
finance, high-yield securities, merger and acquisitions, project finance,
restructuring, private placements, lease financing, trade finance and lending.
Chase continues to maintain its lead position in loan syndication and in
leveraged finance. Net income in 1997 was $741 million, up slightly when
compared with 1996. These results were driven by increased corporate finance
revenues, including significant increases in merger and acquisition advisory
revenues, offset by lower lending revenues.
Chase Capital Partners: Chase Capital Partners ("CCP") is a global private
equity organization with approximately $5.0 billion under management, including
$3.6 billion in equity-related investments. CCP provides equity and mezzanine
financing for a wide variety of investment opportunities in the United States
and abroad. During 1997, CCP committed $1.1 billion, including $922 million in
funded investments, in over 100 venture capital, management buyout,
recapitalization, growth-equity and mezzanine transactions. These amounts
compare with $725 million in commitments and more than 60 transactions in 1996.
CCP's net income rose 3% to $409 million in 1997, reflecting higher revenue from
equity-related investments.
22 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Global Asset Management and Private Banking: The Global Asset Management and
Private Banking group serves a global client base of high net worth individuals,
families, institutional and mutual fund and self-directed investors. Services
include investment management for institutional investors globally, Vista Mutual
Funds (at December 31, 1997, the fourth largest bank-managed mutual fund family
in the U.S.) and a full range of integrated private banking capabilities,
including investment management and advisory services, trust and estate
planning, global custody, global mutual funds, credit and banking, and
philanthropic advisory services. Total assets under management amounted to $155
billion at December 31, 1997. Net income grew 24% to $143 million in 1997, with
a return on common equity of 32%. Revenues for 1997 rose 11%, driven by growth
in assets under management as well as increased investment advisory activities.
Middle Markets: Chase is the premier provider of financial services to
middle-market companies (companies with sales ranging from $10 million to $500
million) regionally, with a national focus in selected industries. It is also
the market leader in the New York metropolitan tri-state area where it has
relationships with 53% of middle market companies and is lead bank for 25% of
these companies. Net income was $211 million for 1997, a $21 million increase
when compared with 1996 results, reflecting higher deposit volume, increased
corporate finance activity and productivity gains.
Chase Texas: Chase Texas is the primary bank for more large corporations and
middle market companies than any other bank in Texas. Chase Texas also maintains
a strong consumer banking presence through its 125 locations. Additionally,
Chase Texas was the largest bank for personal and corporate trust services in
the Southwest in 1997. Net income for 1997 was $291 million, a $22 million
increase when compared with 1996 results. These favorable results were
attributable to revenue growth of 8%, reflecting an increase in fee-based
activities and higher loan and deposit volumes. The 1997 net income of $291
million allocated by each major business franchise was as follows: $157 million
in Global Banking, $75 million in NCS and $59 million in CTS.
NATIONAL CONSUMER SERVICES (NCS)
For 1997, NCS's operating net income was $1.04 billion, a $90 million increase
over 1996. Operating return on common equity was 21%, compared with 20% in 1996.
These favorable results reflected higher revenue (driven by higher loan volume
in credit cards and mortgage banking products) and the benefit of merger-related
savings, and were partially offset by higher credit costs for credit cards, auto
loans and unsecured revolving lines of credit and higher expenses related to
marketing initiatives and new product offerings.
The following table sets forth certain key financial performance measures
of the businesses within NCS for the periods indicated.
(a) Insurance products managed within Retail Payments and Investments, but
included for reporting purposes in Credit Cards, Mortgage Banking, and
National Consumer Finance, generated revenues of $102 million and $81
million in 1997 and 1996, respectively.
Credit Cards: Chase Cardmember Services ("CCS") ranks as the fourth largest bank
card issuer in the United States with a $32.5 billion managed portfolio at
December 31, 1997. In November 1997, Chase acquired substantially all of The
Bank of New York's credit card portfolio, totaling approximately 3.5 million
accounts and approximately $4 billion in outstandings. CCS established a joint
venture with First Data Corporation resulting in one of the largest merchant
credit card processors in the U.S. CCS now reflects the results of the
International Consumer business, which includes The Manhattan Card Company
Limited (which became wholly owned in 1998), the third-largest credit card
issuer in Hong Kong, and which provides consumer banking in Hong Kong, Panama
and the Eastern Caribbean. For 1997, credit card operating net income was $325
million, a decline of $19 million or 6% due to higher funding costs in Hong
Kong. In the U.S., increased charge-offs and costs related to the co-branded
Wal-Mart MasterCard were offset by revenue growth. In 1997, revenue increased
15% as a result of growth in both the core portfolio and from co-branded
initiatives, and from higher fees and risk-based pricing initiatives.
THE CHASE MANHATTAN CORPORATION 23
MANAGEMENT'S DISCUSSION AND ANALYSIS
Retail Payments and Investments: At December 31, 1997, Retail Payments and
Investments had the leading share of primary bank relationships among consumers
and small businesses in the New York metropolitan tri-state area. Retail
Payments and Investments offers customers convenient access to financial
services through the largest branch and proprietary ATM networks in the region
plus state-of-the-art telephone, PC and Internet services. In addition to its
banking activities, Retail Payments and Investments includes brokerage services
and markets insurance and investment products nationwide. Net income in 1997 was
$395 million, a 13% increase from 1996, reflecting higher deposit volumes,
increased investment product sales, greater Chase banking card usage and lower
expenses from merger savings. The results for Retail Payments and Investments
include the consumer-related results of Chase Texas.
Mortgage Banking: At December 31, 1997, Mortgage Banking was the third-largest
originator and servicer of residential mortgage loans in the U.S., serving more
than 1.9 million customers nationwide. In 1997, Chase acquired $17 billion in
mortgage servicing rights from Source One Mortgage Services Corporation ("Source
One") and, at December 31, 1997, Chase's servicing portfolio totaled $169
billion. In 1997, $40 billion in residential mortgage loans were originated. Net
income improved in 1997 to $180 million, a $74 million increase from 1996. Net
income for 1997 includes $20 million pre-tax amortization of goodwill. The
favorable 1997 results arose from a 14% increase in revenue, reflecting higher
origination volume, wider origination margins, servicing portfolio growth and
loan growth. Also contributing to the increase were lower expenses as a result
of merger savings and productivity gains resulting from the reengineering of the
mortgage origination business.
National Consumer Finance: National Consumer Finance ("NCF") is a leading
provider of automobile financing, home equity-secured lending, student lending,
unsecured consumer lending ("Chase Advantage Credit") and manufactured housing
financing. At December 31, 1997, Chase Auto Finance had $13.2 billion in
outstandings with $10.8 billion in new originations for 1997. In 1997, NCF's
revenue increased by 8% as a result of growth in loan volume. However, net
income in 1997 was $123 million, a $14 million decrease when compared with 1996.
The lower net income was the result of a higher credit provision and the impact
of a joint venture formed with the Student Loan Marketing Association ("Sallie
Mae") in late 1996. Revenues from the Sallie Mae joint venture are accounted for
on an equity basis, causing the amount of reported revenues to be lower than
they would have been if accounted for on a consolidated basis.
Excluding the effects of this joint venture, revenues grew by 16%.
CHASE TECHNOLOGY SOLUTIONS (CTS)
In order to establish a fully integrated transaction processing platform, Chase
has combined its global services businesses, information technology and
operations and electronic commerce initiatives into a new group called CTS.
Global Services, within CTS, is a leading provider of information and
transaction services globally and includes custody, cash management, trust and
other fiduciary services. As the world's largest provider of global custody and
a leader in trust and agency services, Global Services was custodian for $4.5
trillion in assets and serviced over $3.0 trillion in outstanding debt at
December 31, 1997. Global Services also operates the largest U.S. dollar funds
transfer business in the world and is a market leader in FedWire, ACH and CHIPS
volumes. Operating net income for Global Services in 1997 was $395 million, an
increase of $106 million, or 37%, from 1996. These favorable results were due to
strong revenue growth, reflecting an increase in assets under custody and new
business initiatives, as well as continued productivity gains. The results for
Global Services include the global services-related results of Chase Texas.
CORPORATE
Corporate includes the effects remaining at the Corporate level after the
implementation of management accounting policies, including residual credit
provision and tax expense. Corporate also includes unallocated special items,
such as results attributed to Chase's investment in CIT, prior to its sale. For
1997, Corporate had an operating net loss of $57 million compared with operating
net income of $59 million in 1996.
NEW CAPITAL ALLOCATION METHODS
For 1998, Chase has taken several steps to change the way it allocates capital
to its business units. While the primary basis for allocating capital continues
to be based on quantitative measures of credit risk, market risk and operating
risk, two changes to the methodology have been introduced. First, recognizing
that there are certain minimum capital ratios that must be met to maintain Chase
and its banks at regulator-defined "well capitalized" levels, a leverage capital
"tax" on managed assets and some off-balance sheet instruments has been
incorporated in attributed capital at the line of business level. Second,
businesses have been allocated capital equal to one hundred percent of any
goodwill and certain intangibles generated through acquisitions.
As restated in the results below, these refinements result in the
attribution of capital to the lines of business for 1997 and 1996 in excess of
Chase's actual amount of common equity, as compared to the under-attribution of
capital to businesses under the previous policies reflected above. Chase intends
to continue to review and refine its capital allocation methodologies, with
restatements to lines of business results when appropriate.
24 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
In addition, in 1998 Chase has adopted "shareholder value added," or SVA,
as its primary measure of business unit performance. SVA is defined as operating
net income on a cash basis (or operating net income excluding the impact of
amortization of goodwill and certain intangibles) less an explicit charge for
allocated capital. This measure provides a clear link between capital employed
and the return on that capital. Business unit managers will be judged on their
ability to increase SVA.
To help investors evaluate the impact of these changes, the restated
results for 1997 are shown below along with the growth from 1996 to reflect
results as if these policies had been in effect since the beginning of 1996.
--------------------------------------------------------------------------------
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
NET INTEREST INCOME
Reported net interest income of $8.16 billion in 1997 was down slightly when
compared with the 1996 level. Excluding the impact of credit card
securitizations and interest on tax audit settlements in 1996, net interest
income on a managed basis increased 4% in 1997. The increase was primarily due
to higher volumes of consumer-related loans (particularly credit cards and auto
financings), partially offset by a greater level of lower-yielding earning
assets (which support Chase's trading and treasury businesses) and lower spreads
in the commercial and consumer loan portfolio.
(a) Reflected on a taxable equivalent basis in order to permit comparisons of
yields on tax-exempt and taxable assets.
bp - Denotes basis points
The reported and managed net yields on average interest-earning assets for
1997 decreased in comparison with 1996. The declines in net yield are primarily
due to a greater level of lower-yielding liquid assets, driven by Chase's
trading and treasury businesses, and generally narrower spreads on commercial
and consumer loan products. The drop in reported net yield was also due to
ongoing credit card securitizations, which removed higher-yielding credit card
loans from the balance sheet.
Average interest-earning assets retained on the balance sheet increased by
10% in 1997, principally as a result of a 20% increase in liquid
interest-earning assets. Average total loans (both commercial and consumer) and
securities also increased in 1997, but each decreased slightly as a percentage
of total interest-earning assets as shown in the table which follows.
The growth in interest-earning assets in 1997 was funded by Federal funds
purchased and securities sold under repurchase agreements, which provides
short-term funding for trading-related positions. Additionally, higher deposit
levels and other borrowings also funded the growth in interest-earning assets.
THE CHASE MANHATTAN CORPORATION 25
MANAGEMENT'S DISCUSSION AND ANALYSIS
PROVISION FOR CREDIT LOSSES
Chase's provision for credit losses, which in 1997 equaled net charge-offs,
amounted to $804 million for the year, down 10% from 1996. The decrease in the
provision was the result of net recoveries in the commercial loan portfolio as
well as a lower level of consumer net charge-offs on a retained basis.
Management expects the provision for credit losses in 1998 will be higher
than in 1997, primarily as a result of a higher volume of credit card
outstandings and anticipated charges from the Asian commercial portfolio. For a
discussion of Chase's net charge-offs, see Credit Risk Management on pages
29-37.
NONINTEREST REVENUE
Noninterest revenue rose 13% in 1997. The 1997 results were particularly strong
in several key areas (notably corporate finance fees, securities gains, trust
fees, credit card revenues and other revenue). Chase continues to generate
overall fee growth by offering clients integrated financing and advisory
solutions and new products and by generating new business.
Fees and Commissions
Corporate finance and syndication fees of $1.14 billion in 1997 increased by
$186 million, or 20%, over the 1996 level. These results are due to strong
investment banking deal flow, and reflect significant market share gains in
high-yield and investment-grade debt underwriting and in mergers and
acquisitions advisory activities. During 1997, Chase acted as arranger for
approximately $606 billion of syndicated credit facilities, a reflection of its
large client base and strong distribution network.
Trust, custody and investment management fees rose 11% to $1.31 billion in
1997. These favorable results were largely attributable to growth in domestic
and foreign assets under custody, expanded securities lending activity and a
higher level of assets under management, including Chase's proprietary Vista
mutual funds.
(a) Represents fees for trustee, agency, registrar, securities lending and
broker clearing, safekeeping and maintenance of securities.
(b) Represents fees for trustee, estate, custody, advisory and investment
management services.
(c) Represents administrative, custody, trustee and other fees in connection
with Chase's proprietary Vista mutual funds.
Credit card revenue increased 11% for 1997, as a result of growth in managed
outstandings, including the Wal-Mart co-branded product. The increase in revenue
for 1997 was reduced by a rise in net charge-offs on the securitized portfolio,
which decreased the excess servicing fees Chase received from the
securitizations. Average managed credit card receivables grew 13% to $26.8
billion in 1997. For a further discussion of the credit card portfolio and
related securitization activity, see pages 32-33.
Fees for other financial services in 1997 increased modestly from 1996 to
$1.61 billion. The following table provides the significant components of fees
for other financial services.
The higher level of mortgage servicing fees for 1997 reflects an increase in
mortgage servicing volume resulting from the acquisition of the Source One
portfolio in February 1997 and greater origination volumes.
Higher fees related to brokerage commissions, investment services and cash
management services contributed to the increase in other fees.
26 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Trading Revenue
(a) Trading-related net interest income includes interest recognized on
interest-earning and interest-bearing trading-related positions as well as
management allocations reflecting the funding cost or benefit associated
with trading positions. This amount is included in net interest income on
the Consolidated Statement of Income.
(b) For the classes of financial instruments included, see Note Two.
Reported trading revenues declined $48 million or 4%, in 1997, however,
trading-related revenues increased 4% from 1996. The increase in revenue from
interest rate contracts was primarily due to volatility exhibited in the
overseas markets, particularly Asia. The rise in foreign exchange revenue
reflected strong earnings across a broad spectrum of currencies. This was the
result of recent volatility in the Asian markets and an increase in currency
trading activity in the European markets caused by uncertainty as to the
integration of the European Monetary Union. Debt instruments and other revenue
decreased from the prior year primarily due to the unusually volatile and
adverse trading markets in the latter part of October. During that period, there
were sharp declines and a loss of liquidity for certain securities, particularly
emerging markets debt securities.
Trading revenues are affected by many factors, including volatility of
currencies and interest rates, the volume of transactions executed by Chase on
behalf of its customers, Chase's success in proprietary positioning, the credit
standing of Chase, and the steps taken by central banks and governments that
affect financial markets. Chase expects its trading revenues will fluctuate as
these factors vary from period to period.
Other Noninterest Revenue
Securities gains from sales from the available-for-sale portfolio were
realized in connection with Chase's ALM activities. The higher gains in 1997
were primarily the result of sales of U.S. Government and agency securities and
sales of securities overseas.
Revenue from equity-related investments includes income from a wide
variety of investments both in the United States and abroad. The 1997 results of
$806 million were 11% higher than the prior year, reflecting market conditions
which continued to favor corporate mergers and small-cap stocks. At December 31,
1997, the carrying value of Chase's equity-related investments approximated $3.6
billion. Chase believes that equity-related investments will continue to make
contributions to its earnings, although the timing of the recognition of gains
is unpredictable and revenues could vary significantly from period to period.
Other revenue, which includes gains and losses from the sale of
nonstrategic assets and from securitizations, rose $289 million in 1997 from the
prior year. The 1997 results included higher residential mortgage origination
and sales revenue resulting from higher origination volumes and more favorable
market conditions. Other revenue in 1997 includes the following special items: a
$58 million gain on the sale of Chase's remaining investment in CIT and a $44
million gain on the sale of a partially-owned foreign investment. The 1996
results included the following special item: a $60 million loss on the sale of a
building in Japan.
During 1997, Chase's investment in CIT contributed $53 million in equity
income compared with $48 million in 1996.
NONINTEREST EXPENSE
Noninterest expense, excluding restructuring costs and foreclosed property
expense, was $9.87 billion in 1997, an increase of 6% from the prior year. The
1997 results included higher investment spending on new product offerings and
technology, higher incentive costs and the accelerated vesting of stock-based
incentive awards. Partially offsetting these expenses were incremental merger
savings of $635 million in 1997. For 1997, underlying operating noninterest
expense growth before merger saves was 10%.
(a) Includes $135 million for accelerated vesting of stock-based incentive
awards.
(b) Includes $40 million to conform retirement benefits for foreign employees.
(c) Excludes restructuring costs, foreclosed property expense, costs
associated with a real estate investment trust ("REIT") subsidiary and
special items.
(d) Excludes the impact of credit card securitizations.
THE CHASE MANHATTAN CORPORATION 27
MANAGEMENT'S DISCUSSION AND ANALYSIS
Chase's managed operating efficiency ratio improved to 55% in 1997, compared
with 57% in 1996.
[graph 5 -- See Appendix I]
Salaries and Employee Benefits
The increase in salaries for 1997 was due to higher incentive costs as a result
of higher earnings across a number of businesses, investments in selected growth
businesses, and competitive market pressures across many segments of Global
Banking. The increase also reflected the accelerated vesting of stock-based
incentive awards, which resulted in a charge of $135 million in 1997 and is
treated as a special item by Chase.
The following table presents Chase's full-time equivalent employees in
domestic and foreign offices.
The slight increase in full-time equivalent employees since December 31,
1996 reflects planned growth in selected businesses.
Employee benefits decreased $87 million during 1997, when compared with
1996. Included in the results for 1996 was a $40 million charge related to
conforming retirement benefits provided to foreign employees, which is treated
as a special item. Also contributing to the decline in 1997 were lower costs
associated with various benefit plans.
Occupancy and Equipment Expense
Occupancy expense decreased in 1997, largely as a result of the consolidation of
operations and branch facilities from merger integration efforts. Equipment
expense increased in 1997, primarily as a result of increased software expenses
incurred to enhance processing systems throughout Chase, and technology
expenditures necessary to support targeted growth businesses.
Other Expense
(a) Includes REIT minority interest expense of $44 million in 1997 and $13
million in 1996.
Other expense for 1997 increased by $229 million. The increase includes
expenses related to marketing and other costs for the co-branded Wal-Mart
MasterCard, which began in the fourth quarter of 1996 and for marketing costs
for PC Banking, and Better Banking products and services. Also contributing to
the increase were costs associated with the Bank of New York's credit card
portfolio, which was acquired in late 1997 and higher minority interest expense
associated with the REIT, which was established in the 1996 fourth quarter.
Partially offsetting these increases were lower telecommunications expenses in
1997, due to Chase's sourcing and other expense-reduction initiatives.
Chase has been actively working on the year 2000 computer problem for the
past several years and has made significant progress in repairing its systems.
To date, Chase has completed the inventory, assessment and strategy phases of
its year 2000 program. During these phases, Chase identified hardware and
software that required modification, developed implementation plans, prioritized
tasks and established implementation time frames. The process has required
working with vendors, third-party service providers, customers as well as with
internal Chase users of systems applications. The scope of the effort involves
over 2,000 business applications and 3,000 unique external interfaces and more
than 1,300 locations worldwide. Although many of these applications, interfaces
and locations are already able to handle post-year 2000 data processing, much
work remains to be completed. Chase previously estimated the cost to remediate
the year 2000 problem at approximately $250 million. The current estimate has
been revised to approximately $300 million to account for enhanced testing
environments and the acceleration of certain systems upgrades. Chase expects to
incur the largest portion of this cost in 1998. During 1998, year 2000
activities are being given highest priority, and Chase is targeting to have all
major systems repaired and the majority of testing completed by year end. The
results of these efforts will continue to enhance Chase's already strong
technology platforms.
28 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
In concert with its systems efforts, Chase is continually staying abreast
of potential exposures and business risks that may be caused by the year 2000.
Working within industry forums, Chase is helping to define the necessary levels
of testing across the financial services industry to prepare for the year 2000.
In addition, Chase is working closely with its customers to prepare for the year
2000 and develop contingency plans that will minimize the impact that may result
from the century date change.
Chase is also preparing its computer systems and applications for the
commencement of the third stage of the Economic and Monetary Union (currently
anticipated to occur on or about January 1, 1999, subject to the fulfillment of
certain conditions), whereupon a new currency, "the euro," would become the
official currency in some or all of the member states of the European Union.
Chase expects that a significant proportion of the year 2000 and euro conversion
costs will represent the redeployment of Chase's existing resources.
Foreclosed Property Expense
Foreclosed property expense was $12 million in 1997, compared with a credit of
$16 million in 1996, reflecting smaller gains on the sale of a lower level of
foreclosed properties during 1997.
Restructuring Costs
In connection with the merger of The Chase Manhattan Corporation and Chemical
Banking Corporation, a $1.65 billion restructuring charge was recorded on the
March 31, 1996 merger date. Merger-related expenses that did not qualify for
immediate recognition have been recognized as incurred. These remaining
merger-related expenses (originally estimated at $250 million) are expected to
total approximately $375 million. These additional costs primarily relate to
technology and systems integration costs.
Merger-related expenses of $192 million were incurred in 1997, resulting
in cumulative-to-date merger-related expenses of $356 million.
At December 31, 1997, the reserve balance associated with the $1.65
billion merger-related restructuring charge was approximately $394 million, the
majority of which is related to the disposition of certain facilities, premises
and equipment.
INCOME TAXES
Chase recognized income tax expense of $2.20 billion in 1997, compared with
$1.35 billion in 1996. The 1996 amount includes tax benefits related to
restructuring costs as well as aggregate tax benefits and refunds of $132
million. Chase's effective tax rate was 37.3% for 1997, compared with 38.0%
(excluding the aforementioned tax benefits and refunds) for 1996.
CREDIT RISK MANAGEMENT
Credit risk is the risk of loss from the default by an obligor or counterparty.
Under the direction of Chase's Chief Credit Officer, policies and procedures for
measuring and managing this risk are formulated, approved and communicated
throughout Chase. Senior credit executives are responsible for maintaining
credit processes, addressing transaction and product risk issues, providing an
independent review function and monitoring the aggregate portfolio.
Credit risk management is an integrated and continuous process operating
at both the transaction and portfolio levels. At the transaction level, credits
are originated by line business units in the context of business strategies that
address the potential risks and rewards of specific market segments. Credit
executives are involved early in the origination and underwriting process to
ensure adherence to risk policies and underwriting standards. Transactions or
product offerings require approval by an officer with the requisite credit
authority. Such authorities are differentiated by dollar amount, risk rating and
industry expertise. Only a limited number of highly experienced credit
executives have sufficient authority to approve major exposures.
Portfolio diversification lowers Chase's risk profile. Within the loan,
derivatives and foreign exchange instruments portfolios, diversification is
achieved by minimizing excessive concentrations to any one obligor, industry,
risk grade, product or geographic location. For a further discussion of these
portfolios, see the sections that follow.
THE CHASE MANHATTAN CORPORATION 29
MANAGEMENT'S DISCUSSION AND ANALYSIS
LOAN PORTFOLIO
The following table presents loan-related information for the dates indicated.
(a) Consists of installment loans (direct and indirect types of consumer
finance), student loans and unsecured revolving lines of credit. There are
essentially no credit losses in the student loan portfolio due to the
existence of Federal and State government agency guarantees. At December
31, 1997 and 1996, student loans that were past due 90 days and over and
still accruing were approximately $43 million and $54 million,
respectively.
[graph 6 -- See Appendix I]
30 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
The consumer and commercial segments of the portfolio have different risk
characteristics and different techniques are utilized to measure and manage
their respective credit risks. The consumer loan risk management process
utilizes sophisticated credit scoring and other analytical methods to
differentiate risk characteristics. Risk management procedures include
monitoring both loan origination credit standards and loan performance quality
indicators. The consumer portfolio review process also includes evaluating
product-line performance, geographic diversity and consumer economic trends.
Credit facilities within the commercial sector are risk-rated based on an
assessment of the business and financial risks of the borrower. Risk ratings are
periodically checked against external benchmarks, such as bond ratings, when
available. Facilities have hold targets based on their risk rating and other
factors and are often syndicated to lower potential concentration risks.
Aggregate exposure to a single obligor and affiliated parties is monitored
against target thresholds. The risk characteristics of industries and countries
are also evaluated by industry specialists and country risk managers who provide
insight into the portfolio. Their evaluation is incorporated into the credit
risk management process at both the transaction and portfolio levels through the
facility grading mechanism and by direct consultation with originating officers.
Finally, the aggregate portfolio is regularly monitored to detect changes in its
overall risk profile or potential concentration risks.
Chase's loans outstanding totaled $168.5 billion at December 31, 1997, an
increase of $13.4 billion, or 9%, from the 1996 year-end. The increase reflects
higher demand for consumer and commercial loans, partially offset by the impact
of credit card, auto loan, residential and commercial mortgage securitizations.
Chase's nonperforming assets at year-end 1997 were $1,018 million, a
decrease of $133 million from the 1996 year-end level. The reduction reflects
the continued low level of loans being placed on nonperforming status and
repayments, charge-offs and loans returned to accrual status. Management expects
there will be an increase in nonperforming assets in 1998 primarily as a result
of the deterioration of credit conditions in a number of Asian countries.
[graph 7 -- See Appendix I]
Total net charge-offs were $804 million in 1997, compared with $897
million in 1996. The 1996 amount excludes a charge of $102 million related to
post-merger conforming of credit card charge-off policies. Total net charge-offs
on a managed basis were $1,780 million in 1997, compared with $1,435 million in
1996 (excluding the aforementioned charge of $102 million). The increases in
managed net charge-offs for 1997 reflect growth in average managed credit card
outstandings and higher levels of personal bankruptcies and delinquencies.
CONSUMER PORTFOLIO
Domestic Consumer
Residential Mortgage Loans: 1-4 family residential mortgage loans at December
31, 1997 were $38.7 billion, an increase of $2.1 billion from the 1996 year-end,
primarily reflecting a higher level of adjustable-rate loan outstandings. At
December 31, 1997, nonperforming domestic residential mortgage loans as a
percentage of the residential mortgage portfolio were 0.88%, compared with 0.68%
at the 1996 year-end.
Residential Mortgage Loans by Geographic Region
Chase both originates and services residential mortgage loans as part of
its mortgage banking activities. The following table presents the residential
mortgage servicing portfolio activity for 1997 and 1996.
(a) Includes acquisition of Source One portfolio in February 1997.
THE CHASE MANHATTAN CORPORATION 31
MANAGEMENT'S DISCUSSION AND ANALYSIS
Mortgage servicing rights ("MSRs"), which are included in other assets, amounted
to $2,075 million at December 31, 1997, compared with $1,404 million at December
31, 1996. The higher level of MSRs reflects the corresponding increase in
Chase's residential mortgage servicing portfolio, primarily due to the
acquisition of the Source One servicing portfolio. Chase continually evaluates
prepayment exposure of the servicing portfolio, and adjusts the remaining life
or balance, if necessary, of the servicing rights as a result of prepayments,
and utilizes derivative contracts (interest rate swaps and purchased option
contracts) to reduce its exposure to prepayment risks.
Credit Card Loans: Chase analyzes its credit card portfolio on a "managed
basis," which includes credit card receivables on the balance sheet, as well as
credit card receivables that have been securitized. Chase securitized $4.7
billion of credit card receivables during 1997, compared with $7.5 billion of
receivables during 1996. At December 31, 1997, Chase had $32.5 billion of
managed receivables (of which $15.6 billion of receivables were on the balance
sheet), compared with $25.2 billion (of which $12.2 billion were on the balance
sheet) at year-end 1996. The increase reflects the purchase of substantially all
of The Bank of New York's credit card portfolio in late 1997, totaling
approximately 3.5 million accounts and approximately $4.0 billion in
outstandings. The continued strong growth in credit card outstandings is also
due in large part to increased card utilization and improvement in activation
and retention programs.
Domestic Credit Card Receivables by Geographic Region
The following table presents Chase's managed credit card-related data for
the periods presented.
(a) Excludes a charge related to post-merger conforming of credit card
charge-off policies.
[graph 8 -- See Appendix I]
The increase in net charge-offs of managed credit card receivables for
1997 reflects growth in average managed credit card outstandings and higher
levels of personal bankruptcies and delinquencies. Management currently expects
Chase's credit card net charge-offs, as a percentage of average managed credit
card receivables, to increase modestly in 1998 when compared with 1997, due to
the generally lower credit quality of The Bank of New York's portfolio, a factor
which was anticipated at the time of the acquisition.
Credit Card Securitizations: In a credit card securitization, Chase takes a
portion of its credit card receivables and packages them into securities.
Securitizations change Chase's status from that of a lender to that of a loan
servicer. The securitization of credit card receivables does not significantly
affect Chase's reported net income. Due to the revolving nature of the credit
card receivables sold, the recognition of servicing fees results in a pattern of
income recognition that is substantially similar to the pattern that would be
experienced if the receivables had not been sold. The initial gain or loss on
the sale of the securitized receivables is recorded at the time of the
securitization. Thereafter, for securitized receivables, amounts
[graph 9 -- See Appendix I]
32 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
that would previously have been reported as net interest income and as provision
for credit losses are instead reported as components of noninterest revenue in
the income statement, as shown in the following table.
Auto Financings: This portfolio consists of auto loans and leases. Auto
financings were $13.2 billion at December 31, 1997, an increase of $2.1 billion
from the prior year. The increase in auto financings reflected continued strong
consumer demand due to favorable pricing programs, partially offset by the
impact of auto loan securitizations. Total originations were $10.8 billion in
1997, compared with $11.6 billion in 1996. Chase securitized approximately $3.6
billion of auto loans during 1997, compared with approximately $4.0 billion
during 1996.
Net charge-offs were $61 million in 1997, an increase of $23 million from
1996, primarily reflecting growth in the portfolio and the unfavorable
performance of a discontinued product line. The largest concentrations of auto
financings are in the Texas, New York and California markets, representing 16%,
15% and 13%, respectively, of the portfolio. No other state represents more than
8% of the auto financings portfolio.
Other Consumer Loans: Other consumer loans consist primarily of unsecured
revolving lines of credit, manufactured housing financing and student loans.
Other consumer loans were $8.5 billion at December 31, 1997, a decrease of
$0.6 billion from the prior year-end level. The decrease primarily reflected the
sale of recreational vehicle and marine loan portfolios during the 1997 third
quarter. The $33 million increase in net charge-offs for 1997 reflects higher
personal bankruptcies on unsecured revolving lines of credit.
Foreign Consumer
Foreign consumer loans consist primarily of loans secured by 1-4 family
residential properties and other loans to individuals outside the United States,
primarily in Hong Kong. Also included in foreign consumer loans are the credit
card loans of The Manhattan Card Company Limited, the third-largest card issuer
in Hong Kong. Foreign consumer loans were $4.0 billion at December 31, 1997, a
$0.7 billion increase during 1997.
COMMERCIAL PORTFOLIO
Domestic Commercial
Commercial and Industrial: The domestic commercial and industrial portfolio
totaled $37.9 billion at December 31, 1997, compared with $34.7 billion at
December 31, 1996. The portfolio consists primarily of loans made to large
corporate and middle market customers and is diversified geographically and by
industry.
Net charge-offs of domestic commercial and industrial loans were $23
million in 1997, compared with $86 million in 1996, reflecting a continuation of
the strong credit quality experienced over the past several years.
Commercial Real Estate: The domestic commercial real estate portfolio represents
loans secured primarily by real property, other than loans secured by mortgages
on 1-4 family residential properties (which are included in the consumer loan
portfolio).
Domestic commercial real estate loans were $5.0 billion at December 31,
1997, a decrease of $0.9 billion from 1996, principally as a result of
securitizations, repayments from borrowers, transfers, collections and sales
primarily from the terminal commercial real estate portfolio.
Nonperforming domestic commercial real estate loans were $75 million at
December 31, 1997, a 52% decrease from 1996. There were net recoveries of
domestic commercial real estate loans in 1997 amounting to $37 million, compared
with net charge-offs of $14 million in 1996.
The largest concentrations of domestic commercial real estate loans are in
the New York/New Jersey and Texas markets, representing 44% and 21%,
respectively, of the portfolio. No other state represented more than 9% of the
domestic commercial real estate loan portfolio.
Financial Institutions: The domestic financial institutions portfolio includes
loans to commercial banks and companies whose businesses primarily involve
lending, financing, investing, underwriting or insurance. Loans to domestic
financial institutions were $6.7 billion at December 31, 1997, an increase from
$5.5 billion at December 31, 1996. The portfolio maintained its strong credit
quality throughout 1997, with a net recovery of $1 million in 1997 and no net
charge-offs in 1996.
Foreign Commercial
Commercial and Industrial: The foreign commercial and industrial portfolio
totaled $27.6 billion at year-end 1997, an increase of $4.5 billion from 1996.
The portfolio consists primarily of loans made to large corporate and middle
market customers and is diversified geographically and by industry. Net
charge-offs increased to $9 million in 1997 from net recoveries of $22 million
in 1996. Nonperforming assets increased $85 million in 1997 when compared with
1996. Nonperforming assets in Asia totaled less than $100 million at December
31, 1997.
THE CHASE MANHATTAN CORPORATION 33
MANAGEMENT'S DISCUSSION AND ANALYSIS
Commercial Real Estate: Total foreign commercial real estate loans at December
31, 1997 were $0.7 billion, a slight decrease from the 1996 year-end level of
$0.8 billion.
Financial Institutions and Foreign Governments: This portfolio consists of loans
to commercial banks and companies whose businesses primarily involve lending,
financing, investing, underwriting or insurance as well as to governments in
foreign countries, and their ministries, departments and agencies. Loans to
foreign financial institutions were $7.0 billion at December 31, 1997, an
increase of $0.5 billion from December 31, 1996. Foreign government loans were
$3.4 billion at December 31, 1997, a $2.7 billion decrease from year-end 1996.
In 1997, net recoveries for the portfolio were $11 million, the same as in 1996.
INDUSTRY DIVERSIFICATION
Based upon the industry classifications utilized by Chase at December 31, 1997,
there were no industry segments that exceeded 5% of total commercial and
industrial loans outstanding.
CROSS-BORDER EXPOSURE
Credits denominated in a currency other than that of the country in which a
borrower is located, such as dollar-denominated loans made overseas, are called
"cross-border" credits. In addition to the credit risk associated with any
borrower, these particular credits are also subject to "country risk" --
economic and political risk factors specific to the country of the borrower that
may make the borrower unable or unwilling to pay principal and interest
according to contractual terms. Other risks associated with these credits
include the possibility of insufficient foreign exchange and restrictions on its
availability. To minimize country risk, Chase monitors its foreign credits in
each country with specific consideration given to maturity, currency, industry
and geographic concentration of the credits.
The Asian financial turmoil, which started in July 1997, has affected many
countries where Chase has had long-standing banking relationships. The table
below presents Chase's exposure to selected Asian countries. The basis of
presentation is consistent with that used by Chase's credit risk management
policies in assessing Chase's cross-border risk.
The cross-border exposures represent both the public and private sectors
and are presented net of written guarantees and tangible liquid collateral when
held outside the foreign country. The table below includes local currency
outstandings in these individual countries that are not funded by local currency
borrowings and includes issued letters of credit and undrawn commitments to
extend credit. Countries in which Chase's cross-border outstandings are greater
than 1% of total assets are disclosed in Chase's Annual Report on Form 10-K.
SELECTED ASIAN COUNTRY EXPOSURE
(a) Includes loans and accrued interest, interest-bearing deposits with banks,
acceptances, other monetary assets, issued letters of credit, undrawn
commitments to extend credit and local currency assets net of local
currency liabilities.
(b) Trading assets represent debt and equity instruments.
(c) Foreign exchange largely represents the mark-to-market exposure of spot
and forward contracts. Derivatives largely represent the mark-to-market
exposure of risk management instruments. Mark-to-market exposure is a
measure, at a point in time, of the value of a foreign exchange or
derivative contract in the open market. The impact of legally enforceable
master netting agreements on these foreign exchange and derivative
contracts reduced exposure by $0.7 billion.
Korea: Korea developed severe international liquidity problems in late 1997,
when capital flight exerted pressure on the won and international creditors
showed increasing reluctance to roll over Korea's short-term external debt. In
response to these problems, a group of official creditor institutions and
bilateral lenders led by the International Monetary Fund ("IMF") agreed to
provide financial support amounting to approximately $57 billion based on
Korea's agreement to undertake far-reaching economic reforms.
The Korean Government and a group of international banks have reached
agreement on a plan to extend the maturities of approximately $24 billion of
short-term credits to the Korean banking system. The bank refinancing plan is
designed to help Korea solve its short-term liquidity problem, while supporting
the country's economic program.
34 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
[graph 10 -- See Appendix I]
Under the plan, Korean banks will offer to exchange their short-term,
nontrade credits for loans with maturities of one, two or three years,
guaranteed by the Republic of Korea. These loans will bear floating interest
rates of 2.25%, 2.5% and 2.75% above the six-month London Interbank Offer Rate
("LIBOR").
The debt exchange is expected to be completed in April 1998. Creditor
banks (including Chase) currently are supporting a program to roll over
short-term maturities to Korean financial institutions through March 31, 1998.
Indonesia: The financial situation in Indonesia with its external creditors
deteriorated in late 1997 amidst concerns about its banking system and
uncertainties about the country's ability to service its foreign debt following
the sizable devaluation of the rupiah. The IMF and other multilateral
organizations have pledged $18 billion in support of reform measures, with
governments pledging an additional $16 billion in "standby" assistance. In an
effort to restore confidence in the financial system, the Indonesian government
has guaranteed the claims of depositors and creditors of its domestic banks.
With some private borrowers experiencing difficulties in servicing their foreign
currency debts at the current rupiah/dollar exchange rate, the government has
set up two committees in an effort to facilitate negotiations between individual
borrowers and their creditors. Despite these initiatives, Indonesia's access to
the private international credit and capital markets currently remains
effectively closed.
DERIVATIVE AND FOREIGN EXCHANGE FINANCIAL INSTRUMENTS
In the normal course of its business, Chase utilizes various derivative and
foreign exchange financial instruments to meet the financial needs of its
customers, to generate revenues through its trading activities, and to manage
its exposure to fluctuations in interest and currency rates.
Derivative and foreign exchange transactions involve credit and market
risk. The effective management of credit and market risk is vital to the success
of Chase's trading and ALM activities. Because of changing market environments,
the monitoring and managing of these risks is a continual process. For a further
discussion of market risk, see the Market Risk Management section on page 37.
Chase seeks to control the credit risk arising from derivative and foreign
exchange transactions through its credit approval process and the use of risk
control limits and monitoring procedures. Chase uses the same credit procedures
when entering into derivative and foreign exchange transactions as it does for
traditional lending products. The credit approval process involves evaluating
each counterparty's creditworthiness, assessing the appropriateness of the
derivative, foreign exchange and structured transaction to the risks the
counterparty is attempting to manage, and determining if there are specific
transaction characteristics that would alter the risk profile. Credit limits are
calculated and monitored on the basis of potential exposures, which take into
consideration current market values and estimates of potential future movements
in market values. If collateral is deemed necessary to reduce credit risk, then
the amount and nature of the collateral obtained is based on management's credit
evaluation of the customer.
Chase believes the true measure of credit risk is the replacement cost of
the derivative or foreign exchange contract. This is also referred to as
repayment risk or the mark-to-market exposure amount. While notional principal
is the most commonly used volume measure in the derivative and foreign exchange
markets, it is not a measure of credit or market risk. The notional principal
typically does not change hands, but is simply a quantity upon which interest
and other payments are calculated. The notional principal amounts of Chase's
derivative and foreign exchange products greatly exceed the possible credit and
market loss that could arise from such transactions.
Mark-to-market exposure is a measure, at a point in time, of the value of
a derivative or foreign exchange contract in the open market. When the
mark-to-market is positive, it indicates the counterparty owes Chase and,
therefore, creates a repayment risk for Chase. When the mark-to-market is
negative, Chase owes the counterparty. In this situation, Chase does not have
repayment risk.
THE CHASE MANHATTAN CORPORATION 35
MANAGEMENT'S DISCUSSION AND ANALYSIS
When Chase has more than one transaction outstanding with a counterparty,
and there exists a legally enforceable master netting agreement with the
counterparty, the "net" mark-to-market exposure represents the netting of the
positive and negative exposures with the same counterparty. If there is a net
negative number, then Chase's exposure to the counterparty is considered to be
zero. Net mark-to-market is, in Chase's view, the best measure of credit risk
when there is a legally enforceable master netting agreement between Chase and
the counterparty. For the notional amounts and related credit risk exposure
amounts by product, see Note Eighteen.
Many of Chase's derivative and foreign exchange contracts are short-term,
which also mitigates credit risk as transactions settle quickly. The following
table provides the remaining maturities of derivative and foreign exchange
contracts outstanding at December 31, 1997 and 1996. Percentages are based upon
remaining contract life of mark-to-market exposure amounts.
Chase routinely enters into derivative and foreign exchange transactions
with regulated financial institutions, which Chase believes have relatively low
credit risk. At December 31, 1997, approximately 85% of Chase's mark-to-market
exposure in derivative and foreign exchange transactions was with commercial
bank and financial institution counterparties, most of whom are dealers in these
products.
Chase does not deal, to any significant extent, in derivatives, which
dealers of derivatives (such as other banks and financial institutions) consider
to be leveraged. As a result, the mark-to-market exposure as well as the
notional amount of such derivatives were insignificant at December 31, 1997.
Chase's actual credit losses arising from derivative and foreign exchange
transactions were immaterial from 1995 through 1997. Additionally, as of both
December 31, 1997 and 1996, nonperforming derivatives contracts were immaterial.
ALLOWANCE FOR CREDIT LOSSES
The allowance for credit losses provides for risks of losses inherent in the
credit extension process for loans, derivative and foreign exchange financial
instruments and lending-related commitments. These commitments include letters
of credit, guarantees, and undrawn commitments to extend credit. The allowance
is a general allowance available for all credit activities. At December 31,
1997, the allowance for credit losses was allocated into three components: an
allowance for credit losses on loans; an allowance for credit losses on
derivative and foreign exchange financial instruments; and an allowance for
credit losses on lending-related commitments (see Note One). During 1997, there
were no provisions or charge-offs made to the latter two components. However, in
1997, there was a transfer of $100 million from the allowance for credit losses
on loans to the allowance for credit losses on lending-related commitments as a
result of the inclusion (in the evaluation of the allowance) of undrawn
commitments to extend credit. The 1996 amounts have not been reclassified due to
immateriality.
Chase deems its allowance for credit losses at December 31, 1997 to be
adequate (i.e., sufficient to absorb losses that may currently exist for all
credit activities, but are not yet identifiable). Estimating potential future
losses is inherently uncertain and depends on many factors, including general
macroeconomic and political conditions, rating migration, structural changes
within industries that alter competitive positions, event risk, unexpected
correlations within the portfolio, and other external factors such as legal and
regulatory requirements. Chase periodically reviews such factors and reassesses
the adequacy of the allowance for credit losses.
Allowance For Credit Losses
36 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
[graph 11 -- See Appendix I]
MARKET RISK MANAGEMENT
The market risk management function is responsible for the measurement,
monitoring and control of market risk, and the communication of risk limits
throughout Chase in connection with its trading and ALM activities.
TRADING ACTIVITIES
An integral strategy of Chase's risk management governance structure is to
manage the market risks associated with trading activities through geographic
and product diversification. Trading activities are conducted in more than 20
countries throughout the world, with an emphasis placed on the major trading
centers in North America, Europe and Asia. Chase trades a wide range of
products, including derivative and foreign exchange instruments, corporate
securities, government securities and emerging markets instruments. A
description of the classes of debt, equity and risk management instruments used
in Chase's trading activities, as well as the credit risk and market risk
factors involved in such activities, are disclosed in Notes Two and Eighteen.
Chase generates revenue through four fundamental trading activities:
market-making, sales, arbitrage and positioning.
Market-making: Chase trades with the intention of profiting from the spread
between bid and ask prices. Market-making tends to be one of the more stable
trading businesses since it is related principally to market volumes.
Sales: Chase provides products for its clients at competitive prices. Sales,
like market-making, is considered to be a relatively stable activity because
revenue is related principally to the volume of products sold to Chase's
worldwide client base.
Arbitrage: Chase enters into a risk position and offsets that risk in a
different, but closely related, market or instrument. Chase believes arbitrage
can be effectively utilized to generate revenue based on its knowledge of
products and participation in markets where there are numerous products that
relate to each other.
Positioning: Chase takes certain positions in financial instruments in
anticipation of changes in the value of such instruments. This trading strategy
is considered to have the lowest stability of the four fundamental trading
activities.
Management believes a risk management process that allows risk-taking
within well-defined limits can be used to create and enhance both shareholder
value and competitive advantage through the effective utilization of risk
capital. In support of this philosophy, Chase has defined several fundamental
risk management principles, including:
o Formal definition of risk management governance;
o Measurement of risk using a "value-at-risk" ("VAR") methodology and
portfolio stress testing; and
o Continual evaluation of risk appetite, communicated through risk limits.
Risk Management Governance: The risk management governance structure at Chase
begins with broad oversight responsibility by the Board of Directors. The Risk
Policy Committee, a committee of the Board of Directors that oversees market and
credit risk, has been delegated the responsibility to review Chase's risk
management policies and approve aggregate levels of market risk as recommended
by senior management.
Active day-to-day management of market risk extends from the highest
levels of Chase's senior management into the business areas. The Risk Management
Committee, comprised of the most senior business-line, market risk, credit and
finance executives, provides overall direction for the market risk profile of
Chase and a forum to discuss market risk issues that may require increased
corporate awareness. The Market Risk Committee is comprised of senior
business-line and independent risk managers who have direct accountability for
all market risk activities corporate-wide. Responsibilities of the committee
include the review of market risk measurement methodologies, risk limits and
risk capital assessments.
Under the direction of the Vice Chairman for Finance and Risk Management,
the Market Risk Management Group functions independently from the business units
in identifying, assessing and controlling market risk and in providing analytics
and support for the Committees. This group is responsible for the development of
risk measurement and capital allocation methodologies, conducting VAR backtests
and portfolio stress tests, on-site reviews of business units taking market
risk, setting and monitoring risk limits and reviewing models used for valuation
and risk reporting in business units.
THE CHASE MANHATTAN CORPORATION 37
MANAGEMENT'S DISCUSSION AND ANALYSIS
Measurement of Risk: Chase uses both historic simulation and Monte Carlo
statistical techniques to estimate a daily VAR, which is defined as the
potential overnight loss from adverse market movements. The historic simulation
methodology assumes an observation period of one year for the historical data
look-back period, a "one-tailed" 99 percent confidence interval, and a one-day
holding period for positions. To estimate VAR, a distribution of potential
changes in the market value of the current portfolio is created by valuing the
portfolio using the most recent 264 trading days of market price and rate
changes. The VAR is then calculated so that potential portfolio losses are
expected to be less than the VAR amount for 99 out of every 100 trading days.
Daily VAR calculations are performed for all material trading portfolios and
market risk-related ALM portfolios, with results reported by business unit and
in the aggregate. See page 40 for the daily VAR related to the ALM portfolio.
The total VAR for Chase's mark-to-market trading portfolio as of December
31, 1997 was as follows:
The total Chase VAR was less than the arithmetic sum of the VARs of the
four risk components of the trading portfolio due to risk-offsets as a result of
portfolio diversification. Risk-offsets result from portfolio diversification
because the components of the portfolio will not all move in the same direction
on any given day. The accuracy of the VAR measurement is evaluated each day by
backtesting the risk estimate against the actual daily market risk-related
revenue. During 1997, trading losses on two days exceeded Chase's total VAR
estimate for each day. While the loss on one of these days was not statistically
significant, the loss incurred on the other was several times larger than that
day's estimated VAR.
Statistical models of risk measurement allow an objective, independent
assessment of how much risk is actually being taken. Chase's historic simulation
methodology permits consistent and comparable measurement of risk across
instruments and portfolios and at any level of aggregation. Chase believes its
historic simulation methodology is not as dependent on assumptions about the
distribution of portfolio losses as are other VAR methodologies. Nevertheless,
all statistical models have a degree of uncertainty associated with the
assumptions employed. The Chase VAR methodology assumes that the relationships
among market prices and rates that have been observed over the last year are
valid for estimating risk over the next trading day. In addition, the Chase VAR
estimate, like all other VAR methodologies, is dependent on the quality of
available market data.
Although the one-year look-back period used for the historic simulation
methodology meets regulatory standards, this methodology alone may not capture
periods of large price and rate movements. When portfolios are subject to large
price shocks, such as that which occurred in 1992 as a result of the breakdown
in the European Exchange Rate Mechanism, the historical relationships among
market prices and rates might not hold.
Management believes stress tests are an integral part of an effective risk
management process. As a result of the volatile market conditions experienced in
October and November, 1997, stress tests have assumed equal standing to VAR as a
risk measurement and control technique for market risk. Chase complements its
daily VAR measure by conducting monthly portfolio stress tests consisting of
multiple historical and hypothetical scenarios. In each scenario, all current
mark-to-market and ALM positions are revalued using a specified set of changes
in market prices and rates. Stress tests enable management to explore such
potential risks in Chase's portfolios. The monthly stress test results are
discussed at all levels of the market risk management governance structure and
distributed to line management for risk management decision-making.
Evaluation of Risk Appetite: Chase utilizes a comprehensive limit structure as
part of the market risk management process. In addition to establishing VAR
limits on market risk activities at the aggregate and business unit levels,
Chase maintains nonstatistical risk limits to mitigate risk in those instances
where statistical assumptions break down. Nonstatistical measures include net
open positions, basis point values, position concentrations and position
turnover. Criteria for risk limits include, among other factors, relevant market
analysis, market liquidity, prior track record, business strategy and management
experience and depth. Risk limits are reviewed regularly to ensure consistency
with trading strategies and material developments in market conditions, with
updates at least twice a year. Chase also uses stop-loss advisories to inform
senior management when losses of a certain threshold are sustained from a
trading activity. Chase believes the use of nonstatistical measures and
stop-loss advisories in tandem with VAR limits reduces the likelihood that
potential trading losses will reach the daily VAR limit.
Histogram: The following chart contains a histogram of Chase's daily market
risk-related revenue for 1997 and 1996. Market risk-related revenue is defined
as the daily change in value in mark-to-market trading portfolios plus any
trading-related net interest income or other revenue. Trading-related net
interest income includes interest recognized on interest-earning and
interest-bearing trading-related positions as well as management allocations
reflecting the funding cost or benefit associated with trading positions.
38 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
[graph 12 -- See Appendix I]
For 1997, Chase posted positive daily market risk-related revenue for 229
out of 259 days, with 77 days exceeding positive $15 million. For 1996, Chase
posted positive daily market risk-related revenue for 243 out of 260 days, with
32 days exceeding positive $15 million. The large increase in days exceeding
positive $15 million reflected continued efforts to build key trading
activities, as witnessed by the record trading results achieved through the
first nine months of 1997.
In 1997, Chase incurred five daily trading losses in excess of negative
$15 million. Four of the five losses resulted from sharp price declines and a
loss of liquidity for certain securities, particularly emerging market debt
instruments, during the difficult and unusually volatile trading markets in late
October. For 1996, Chase did not have any daily trading losses over $15 million.
ASSET/LIABILITY MANAGEMENT
Key elements of Chase's ALM process include oversight by the Board of Directors
and senior management as to the level of balance sheet interest rate risk that
may be assumed by Chase relative to its financial condition, earnings and
capital. The Board of Directors reviews and approves risk management policies,
risk limits and the control framework and delegates to the Risk Policy Committee
of the Board specific oversight functions. The Asset-Liability Committee (the
"Committee"), comprised of representatives of the Executive Committee and senior
business, market risk and finance executives, establishes the interest rate risk
appetite for Chase's nontrading activities. The Committee is supported by a
comprehensive risk management process that identifies, measures, manages and
monitors interest rate risk.
A key element of Chase's ALM process is that it allows the assumption of
risk by a limited number of authorized business units with close contacts to the
markets. Interest rate risk is generally managed with consideration for both
total return and reported earnings. The interest rate risk profile of Chase's
assets, liabilities and derivatives exposures is modified based on an ongoing
assessment of fundamental trends in interest rates, economic developments and
technical analysis.
Interest rate risk arises from a variety of factors, including differences
in the timing between the contractual maturity or repricing (the "repricing") of
Chase's assets, liabilities and derivative instruments. Chase's net interest
income and financial condition are affected by changes in the level of market
interest rates as the repricing characteristics of its loans and other
interest-earning assets do not necessarily match those of its deposits, other
borrowings and capital. In the case of floating-rate assets and liabilities,
Chase may also be exposed to basis risk, which is the difference in repricing
characteristics of two floating rate indices, such as the Prime lending rate and
the three-month LIBOR. In addition, many of Chase's products have embedded
options that impact pricing and principal balance levels.
Chase, as part of its ALM process, employs a variety of cash (primarily
securities) and derivative instruments in managing its exposure to fluctuations
in market interest rates. Chase uses derivative instruments to adjust the
interest rate repricing characteristics of specific on-balance sheet assets and
liabilities, or groups of assets and liabilities with similar repricing
characteristics. See Note One for a discussion of Chase's accounting policy
relative to derivative instruments used for ALM.
Measuring Interest Rate Sensitivity: In managing exposure, Chase uses
quantifications of net gap exposure, measurements of earnings at risk (the risk
to earnings from adverse movements in interest rates) based on earnings
simulations, and valuation sensitivity measures.
An example of aggregate net gap analysis is presented below. Assets,
liabilities and derivative instruments are placed in gap intervals based on
their repricing dates. Assets and liabilities for which no specific contractual
repricing or maturity dates exist, or whose contractual maturities do not
reflect their expected maturities, are placed in gap intervals based on
management's judgment and statistical analysis, as applica-
THE CHASE MANHATTAN CORPORATION 39
MANAGEMENT'S DISCUSSION AND ANALYSIS
ble, concerning their most likely repricing behaviors. Derivative instruments
used in interest rate sensitivity management are also included in the applicable
gap intervals.
A net gap for each time period is calculated by subtracting the
liabilities repricing in that interval from the assets repricing. A negative gap
-- more liabilities repricing than assets -- will benefit earnings in a
declining interest rate environment and will detract from earnings in a rising
interest rate environment. Conversely, a positive gap -- more assets repricing
than liabilities -- will benefit earnings if rates are rising and will detract
from earnings in a falling rate environment.
Interest Rate Sensitivity Table
(a) Represents net repricing effect of derivative positions, which include
interest rate swaps, futures, forward rate agreements and options, that
are used as part of Chase's overall ALM activities.
At December 31, 1997, Chase had $17.8 billion more liabilities than assets
repricing within one year (including net repricing effects of derivative
instruments), amounting to 5% of total assets.
The cumulative interest rate sensitivity gaps include exposure to U.S.
dollar interest rates as well as exposure to non-U.S. dollar rates in currency
markets in which Chase does business. Since U.S. dollar interest rates and
non-U.S. dollar interest rates may not move in tandem, the overall cumulative
gaps may tend to differ from the actual exposures of Chase.
Gap analysis is the simplest representation of Chase's interest rate
sensitivity. However, it cannot reveal the impact of factors such as
administered rates (e.g., the Prime lending rate), pricing strategies on
consumer and business deposits, changes in balance sheet mix, or the effect of
various options embedded in balance sheet instruments. Accordingly, Chase
conducts simulations of earnings at risk under a variety of market interest rate
scenarios that include all assets, liabilities and ALM derivative instruments.
Earnings simulations consider forecasted balance sheet changes (such as asset
sales, securitizations, prepayments and reinvestments), forecasted changes in
interest rate spreads and interest sensitive fee income to provide an estimate
of earnings at risk for given changes in interest rates.
Various interest rate scenarios are employed to quantify earnings
sensitivities. Chase's primary exposure is to fluctuations in U.S. dollar
interest rates. At December 31, 1997, U.S. dollar-denominated exposures were
subjected to an immediate interest rate shock of 100bp. Interest rate shocks for
major non-U.S. dollar currencies in developed markets are adjusted to reflect
their historical volatility relative to the U.S. dollar rate volatility. For
example, if Australian dollar historical rate volatility is twice that of the
U.S. dollar, a 200bp rate shock would be employed. These non-U.S. dollar rate
shocks ranged in magnitude from approximately 100bp to 300bp. For the emerging
markets and for those Asian currencies which experienced recent market
volatilities, statistical analysis is supplemented with management's judgement
to arrive at rate shocks that Chase believes are reasonably possible of
occurring. These rate shocks ranged from 400bp to 1500bp. These sensitivity
measurements exclude the benefits of portfolio diversification which would be
expected to reduce Chase's overall risk profile.
At December 31, 1997, based on Chase's simulation model and applying such
immediate increases in market interest rates, earnings at risk over the next
twelve months are estimated to be approximately 3.5% of projected 1998 after-tax
net income. During 1997, Chase's earnings at risk to an immediate rise in
interest rates (based on the aforementioned rate shocks) averaged less than 3%
of after-tax net income. The rate shocks employed are hypothetical rate
scenarios used to calibrate risk that Chase believes to be reasonably possible
of occurring in the near-term and do not necessarily represent management's
current view of future market developments.
Chase also calculates a daily VAR on its market risk-related nontrading
activities. The VAR for the ALM portfolio as of December 31, 1997 was $45.9
million, substantially all of which was interest rate related. The VAR
methodology used to measure nontrading risk exposure for the ALM portfolio is
the same as that used for Chase's trading portfolio. The non-trading portfolio
is also subject to the same market risk management procedures as are applied to
Chase's trading portfolio, including VAR reporting, portfolio stress testing,
backtesting and limits setting and review.
40 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
All the measurements of risk previously described are made based upon
Chase's business mix and interest rate exposures at a particular point in time.
The exposures change continuously as a result of Chase's ongoing businesses and
its risk management initiatives. While management believes these measures
provide a meaningful representation of Chase's interest rate sensitivity, they
do not take into account all business developments that have an effect on net
income or fair value, such as changes in credit quality or the size and
composition of the balance sheet.
Foreign currency exposures (arising from nontrading activities conducted
in Chase's overseas units) and net investments in overseas entities are managed
through the use of foreign exchange forward contracts. Foreign currency
exposures are matched on a currency-by-currency basis to hedge the impact of
foreign exchange rate changes. At December 31, 1997, Chase's earnings
sensitivity to changes in foreign currency rates was immaterial.
Impact of ALM Derivative Activity: The unfavorable impact on net interest income
from Chase's ALM derivative activities was $262 million for 1997, compared with
$103 million for 1996. Chase also has derivatives that affect noninterest
revenue, such as derivatives linked to mortgage servicing rights and mortgage
and consumer loans held for sale. The unfavorable impact on noninterest revenue
of these derivatives was $50 million for 1997 compared with a favorable impact
of $7 million in 1996.
The following table reflects the deferred gains and losses on closed
derivative contracts and unrecognized gains and losses on open derivative
contracts utilized in Chase's ALM activities.
Net deferred gains and losses on closed contracts relate to futures,
forwards and swaps used in connection with available-for-sale securities, loans,
deposits and debt. The net unrecognized gains and losses relating to ALM
activities are largely the result of interest rate swaps, options, forward and
futures contracts primarily used in connection with loans, deposits and debt.
These net unrecognized losses do not include the net favorable impact from the
assets/liabilities being hedged by these derivative contracts. For a further
discussion of unrecognized gains/losses on open derivative contracts, see Note
Twenty One.
The deferred gains and losses at December 31, 1997 are expected to be
amortized as yield adjustments in interest income, interest expense or
noninterest revenue over the periods reflected in the following table. Premiums
relating to open ALM option contracts are included on the balance sheet and are
amortized as a reduction to net interest income or noninterest revenue over the
following periods.
Amortization of Net Deferred Gains (Losses)
on Closed ALM Contracts and of Premiums on Open
ALM Options Contracts
OPERATING RISK MANAGEMENT
Chase, like all large corporations, is exposed to many types of operating risk,
including the risk of fraud by employees or outsiders, unauthorized transactions
by employees, and errors relating to computer and telecommunications systems.
Chase maintains a system of controls that is designed to keep operating risk at
appropriate levels in view of the financial strength of Chase, the
characteristics of the businesses and markets in which Chase operates,
competitive circumstances and regulatory considerations. However, from time to
time in the past, Chase has suffered losses from operating risk and there can be
no assurance that Chase will not suffer such losses in the future.
CAPITAL AND LIQUIDITY RISK MANAGEMENT
CAPITAL
Chase's level of capital at December 31, 1997 remained strong, with capital
ratios well in excess of regulatory guidelines. At December 31, 1997, Tier 1 and
Total Capital ratios were 7.9% and 11.6%, respectively, and the Tier 1 leverage
ratio was 6.0%.
During the 1997 third quarter, Chase adopted the Federal Reserve Board's
new risk-based capital guidelines incorporating market risk-adjusted capital.
The new guidelines require banks and bank holding companies that have
significant market risk exposure to measure that risk utilizing a value-at-risk
model and to maintain a commensurate amount of capital. Under the new standard,
risk-based capital ratios take into account both the general market risk and
specific risk of debt and equity trading portfolios, and the general market risk
associated with all other trading positions, and nontrading foreign exchange and
commodity positions. In addition, the assets and off-balance sheet financial
instruments and related capital of Chase's securities subsidiary, Chase
Securities Inc., are now included in the calculation of these ratios. The
provisions of SFAS 115 continue to be excluded. The adoption of these new
capital guidelines
THE CHASE MANHATTAN CORPORATION 41
MANAGEMENT'S DISCUSSION AND ANALYSIS
[graph 13 -- See Appendix I]
had a favorable impact largely as a result of the inclusion of the capital of
Chase's securities subsidiary. Prior periods have not been restated.
Chase is committed to maintaining a disciplined capital policy and intends
to maintain its capital at levels that will allow it to support its growth and
make investments, including acquisitions in its core businesses. As part of this
policy, Chase expects to manage toward a Tier 1 Capital ratio of 8% to 8.25%.
During 1997, the total capitalization of Chase (the sum of Tier 1 and Tier
2 Capital) increased by $3.9 billion to $33.3 billion. The increase was
primarily due to the retention of earnings generated during 1997 (net income
less common and preferred dividends), the inclusion of the capital of Chase
Securities Inc., as mentioned above, and the issuance of $1.1 billion of capital
securities (net of discount) by Chase subsidiaries. Partially offsetting these
amounts was the impact of the common stock purchase program and the redemption
of $910 million of preferred stock. See Notes Six through Nine.
[graph 14 -- See Appendix I]
(a) Minority interest includes the Guaranteed Preferred Beneficial Interests
in Corporation's Junior Subordinated Deferrable Interest Debentures and
the Preferred Stock of the REIT Subsidiary. For a further discussion, see
Notes Six and Seven.
In October 1996, Chase announced a common stock purchase program. The
program authorizes Chase to purchase through December 31, 1998 up to $2.5
billion of its common stock, plus an amount of its common stock as may be
necessary to provide for expected issuances under Chase's dividend reinvestment
plan and its various stock-based director and employee benefit plans. From
inception through December 31, 1997, Chase repurchased 32.6 million common
shares ($3.2 billion) and reissued from treasury approximately 12.9 million
common shares ($1.1 billion) under its benefit plans, resulting in a net
repurchase of 19.7 million common shares ($2.1 billion).
In the first quarter of 1997, Chase raised the cash dividend on its common
stock to $.62 per share, from $.56 per share. Management currently expects that
Chase's dividend policy will generally be to pay a common stock dividend equal
to approximately 25% to 35% of Chase's operating net income less preferred stock
dividends. Chase's future dividend policies will be determined by its Board of
Directors, taking into consideration Chase's earnings and financial condition
and applicable governmental regulations and policies.
LIQUIDITY
Chase manages its liquidity in order to ensure the availability of sufficient
cash flows to meet all of Chase's financial commitments and to capitalize on
opportunities for Chase's business expansion. Liquidity management addresses
Chase's ability to meet deposit withdrawals either on demand or at contractual
maturity, to repay borrowings as they mature, and to make new loans and
investments as opportunities arise. Liquidity is managed on a daily basis at
both the parent company and the subsidiary levels, enabling senior management to
monitor changes in liquidity and to react accordingly to fluctuations in market
conditions. Contingency plans exist and could be implemented
42 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
on a timely basis to minimize the risk associated with dramatic changes in
market conditions.
In managing liquidity, Chase takes into account the various legal
limitations on the extent to which its subsidiary banks may pay dividends to
their parent companies or finance or otherwise supply funds to certain of their
affiliates.
The primary source of liquidity for the bank subsidiaries of Chase derives
from their ability to generate core deposits. Core deposits include all deposits
except noninterest-bearing time deposits, foreign deposits and certificates of
deposit of $100,000 or more. Chase considers funds from such sources to comprise
its subsidiary banks' "core" deposit base because of the historical stability of
these sources of funds. These deposits fund a portion of Chase's asset base,
thereby reducing Chase's reliance on other, more volatile and costly sources of
funds. Chase's average core deposits for 1997 were $80 billion, or 50% of
average loans.
Chase holds marketable securities and other short-term investments that
can be readily converted to cash. As part of Chase's ongoing capital management
process, loan syndication networks and securitization programs are maintained in
order to facilitate the timely disposition of assets, when deemed desirable.
Chase is an active participant in the capital markets and issues
commercial paper, medium-term notes, long-term debt, common stock and preferred
stock.
At December 31, 1997, Chase's long-term debt was $13.39 billion. During
1997, Chase issued $2.81 billion of long-term debt, $1.59 billion of long-term
debt matured and $546 million was redeemed. Chase continually evaluates the
opportunities to redeem its outstanding debt and preferred stock in light of
current market conditions.
During the first quarter of 1998, Chase redeemed $200 million of its 7.92%
cumulative preferred stock, and called for redemption $172 million of its 8.40%
cumulative preferred stock and $200 million of its 7.58% cumulative preferred
stock. An additional $340 million of Chase's fixed-rate preferred stock becomes
callable in 1998.
ACCOUNTING AND REPORTING DEVELOPMENTS
REPURCHASE AND OTHER AGREEMENTS
In December 1996, the FASB issued SFAS 127, which deferred the effective date of
SFAS 125 relating to repurchase agreements, securities lending and other secured
financing transactions. SFAS 127 will be effective for calendar year 1998. Chase
believes that the adoption of SFAS 127 will not have a material effect on its
earnings, liquidity or capital resources.
REPORTING COMPREHENSIVE INCOME
In June 1997, the FASB issued SFAS 130, which becomes effective for financial
statements beginning in the first quarter of 1998. SFAS 130 defines the concept
of "comprehensive income" and establishes the standards for reporting
"comprehensive income." Comprehensive income is defined to include net income,
as currently reported, as well as unrealized gains and losses on
available-for-sale securities, foreign currency translation adjustments and
certain other items not currently included in the income statement. SFAS 130
also sets forth requirements on how comprehensive income should be presented as
part of an issuer's financial statements. Chase is currently assessing how it
will disclose comprehensive income in its financial statements. The adoption of
SFAS 130 will not affect Chase's earnings, liquidity or capital resources.
SEGMENTS
In June 1997, the FASB issued SFAS 131, which becomes effective for financial
statements for the year ended 1998. SFAS 131 defines the criteria by which an
issuer is to determine the number and nature of its "operating segments" and
sets forth the financial information that is required to be disclosed about such
operating segments. Chase is currently assessing the manner in which it will
disclose the required information.
CAPITALIZATION OF CERTAIN SOFTWARE COSTS
In March 1998, the AICPA issued SOP 98-1, which will become effective for
financial statements for calendar year 1999, with early adoption encouraged. SOP
98-1 requires the capitalization of eligible costs of specified activities
related to computer software developed or obtained for internal use. Chase is
assessing how the capitalization of these costs, which are currently expensed by
Chase, will affect its earnings, liquidity, or capital resources. Management
does not believe the impact of adoption will be material.
THE CHASE MANHATTAN CORPORATION 43
MANAGEMENT'S DISCUSSION AND ANALYSIS
COMPARISON BETWEEN 1996 AND 1995
Chase's operating net income was $3.52 billion in 1996, an increase of 21% from
1995. On a diluted basis, earnings per share rose 23% when compared with the
prior year.
Reported net income was $2.46 billion in 1996, compared with $2.96 billion
in 1995. Diluted earnings per share were $4.94 in 1996, compared with $6.04 for
the prior year.
Chase's net interest income was $8.22 billion in 1996, an increase of $99
million from 1995, reflecting a higher level of interest-earning assets
(particularly consumer receivables and trading-related assets), as well as the
funding benefit of higher equity levels. Also contributing to the increase was
$54 million of interest related to Federal and State tax audit settlements in
1996. Average interest-earning assets were $260.9 billion in 1996, compared with
$244.5 billion in 1995.
Provision for credit losses in 1996 increased by $139 million from the
1995 level. Net charge-offs increased $57 million in 1996 when compared with the
prior year, excluding a charge of $102 million recorded in 1996 related to
post-merger conforming of credit card charge-off policies. The increases in both
the provision and net charge-offs resulted primarily from higher commercial net
charge-offs as a result of a lower level of recoveries.
Noninterest revenue was $7.63 billion in 1996, a 12% increase from 1995,
reflecting strong revenue performance as discussed below.
Corporate finance and syndication fees in 1996 increased 17% as a result
of strong loan syndication, advisory and debt securities underwriting
activities. The active merger and acquisition environment during 1996 was an
underlying factor for the increases in these activities.
Trust, custody, and investment management fees for 1996 increased 16%,
reflecting increased global services and securities processing activities,
higher fees attributable to growth in assets under management and growth in fees
from the Vista mutual funds.
Credit card revenue increased $229 million from the 1995 level as a result
of an increase in securitization volume as well as overall growth in managed
outstandings.
Fees for other financial services for 1996 increased 5% from 1995,
primarily due to an increase in fees related to automobile securitizations, and
higher transaction volume and a larger customer base at Chase's discount
brokerage firm, Brown and Company.
Trading-related revenue (which includes net interest income attributable
to trading activities) in 1996 increased 37% from the prior year, benefitting
from anticipated volatility in the currency markets and from strong performances
in emerging markets in Latin America and Eastern Europe.
Revenue from equity-related investments in 1996 increased by $100 million
from the 1995 level, reflecting the continuing benefits of a broad-based
portfolio of investments in an active market.
Contributing to the decline in other noninterest revenue for 1996, were
higher net losses related to the disposition of available-for-sale emerging
markets securities, lower revenue from residential mortgage origination/sales
activities, a $60 million loss on the sale of a building in Japan in 1996 and
lower equity income from Chase's investment in CIT. In addition, the 1995
results included an $85 million gain on the sale of an investment in Far East
Bank and Trust Company.
Noninterest expense for 1996 includes noninterest expenses of $44 million
related to the introduction of Chase's co-branded Wal-Mart MasterCard and $13
million of expenses associated with preferred stock dividends associated with
the REIT, both of which commenced in the 1996 fourth quarter.
Salaries increased by $24 million in 1996 as a result of higher incentive
costs due to strong revenue growth for most businesses and a competitive
recruiting environment for specialized skills in selected businesses. Also
contributing to the increase in salaries was the vesting in 1996 of certain
stock-based incentive awards, as a result of the improvement in Chase's stock
price. Partially offsetting these increases were the impact of personnel
reductions undertaken in 1996 as a result of the merger.
Occupancy and Equipment expense both decreased in 1996, largely as a
result of the consolidation of operations and branch facilities from merger
integration efforts, the disposition of equipment as well as pre-merger
expense-reduction programs.
Foreclosed property expense was a credit of $16 million in 1996, compared
with a credit of $75 million in 1995, due to lower gains on the sale of a lower
level of foreclosed properties during 1996.
In connection with the merger, $1.9 billion of one-time merger-related
costs were identified, of which $1.65 billion was taken as a restructuring
charge on March 31, 1996. Additional merger-related expenses of $164 million
were incurred during 1996 and included in the restructuring costs caption of the
income statement.
Other expense decreased by $51 million, or 2%, during 1996. The
improvement reflected lower FDIC assessments of $108 million. Reductions were
also experienced in various expense categories such as stationery and other
supplies, postage and shipping, reflecting Chase's sourcing and other
expense-reduction initiatives.
Chase's income tax expense decreased by $492 million from 1995. The 1996
amount includes tax benefits related to restructuring costs, as well as
aggregate tax benefits and refunds of $132 million. Chase's effective tax rates
for 1996 and 1995 (excluding the aforementioned tax benefits and refunds) were
38.0% and 38.3%, respectively.
44 THE CHASE MANHATTAN CORPORATION
MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING
TO OUR STOCKHOLDERS
The management of Chase has the responsibility for preparing the accompanying
consolidated financial statements and for their integrity and objectivity. The
statements were prepared in accordance with generally accepted accounting
principles. The consolidated financial statements include amounts that are based
on management's best estimates and judgments. Management also prepared the other
information in the annual report and is responsible for its accuracy and
consistency with the consolidated financial statements.
Management maintains a comprehensive system of internal control to assure
the proper authorization of transactions, the safeguarding of assets, and the
reliability of the financial records. The system of internal control provides
for appropriate division of responsibility and is documented by written policies
and procedures that are communicated to employees. Chase maintains a strong
internal auditing program that independently assesses the effectiveness of the
system of internal control and recommends any possible improvements. Management
believes that as of December 31, 1997, Chase maintains an effective system of
internal control.
The Audit Committee of the Board of Directors reviews the systems of
internal control and financial reporting. The Committee meets and consults
regularly with management, the internal auditors and the independent accountants
to review the scope and results of their work.
The accounting firm of Price Waterhouse LLP has performed an independent
audit of Chase's financial statements. Management has made available to Price
Waterhouse LLP all of Chase's financial records and related data, as well as the
minutes of stockholders' and directors' meetings. Furthermore, management
believes that all representations made to Price Waterhouse LLP during its audit
were valid and appropriate. The firm's report appears below.
/s/ Walter V. Shipley
Walter V. Shipley
Chairman and Chief Executive Officer
/s/ Thomas G. Labrecque
Thomas G. Labrecque
President and Chief Operating Officer
/s/ Marc J. Shapiro
Marc J. Shapiro
Vice Chairman
Finance and Risk Management
/s/ Joseph L. Sclafani
Joseph L. Sclafani
Executive Vice President and Controller
January 20, 1998
REPORT OF INDEPENDENT ACCOUNTANTS
[Logo] Price Waterhouse LLP
1177 Avenue of the Americas, New York, NY 10036
To the Board of Directors and Stockholders of The Chase Manhattan Corporation:
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of changes in stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
The Chase Manhattan Corporation and its subsidiaries at December 31, 1997 and
1996, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Corporation's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
January 20, 1998
THE CHASE MANHATTAN CORPORATION 45
CONSOLIDATED BALANCE SHEET
The Notes to Consolidated Financial Statements are an integral part of these
Statements.
46 THE CHASE MANHATTAN CORPORATION
CONSOLIDATED STATEMENT OF INCOME
The Notes to Consolidated Financial Statements are an integral part of these
Statements.
THE CHASE MANHATTAN CORPORATION 47
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(a) Includes fourth quarter 1995 common stock dividends of $80 million
declared and paid by heritage Chase in the 1996 first quarter.
(b) Balance was $17 million at December 31, 1997.
The Notes to Consolidated Financial Statements are an integral part of these
Statements.
48 THE CHASE MANHATTAN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
The Notes to Consolidated Financial Statements are an integral part of these
Statements.
THE CHASE MANHATTAN CORPORATION 49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------
The Chase Manhattan Corporation ("Chase") is a bank holding company organized
under the laws of the State of Delaware and registered under the Bank Holding
Company Act.
Chase conducts its domestic and international financial services
businesses through various bank and nonbank subsidiaries. The principal bank
subsidiaries of Chase are The Chase Manhattan Bank ("Chase Bank"), a New York
State bank headquartered in New York City; Chase Bank of Texas, National
Association ("Chase Texas"), a national bank headquartered in Houston, Texas;
and Chase Manhattan Bank USA, National Association ("Chase USA"), a national
bank headquartered in Wilmington, Delaware. The principal nonbank subsidiary of
Chase is Chase Securities Inc., Chase's "Section 20" subsidiary, which is
engaged in securities underwriting and dealing activities. For a discussion of
Chase's business lines, see the first paragraph of the Lines of Business section
on page 21 of Management's Discussion and Analysis ("MD&A").
On March 31, 1996, The Chase Manhattan Corporation("heritage Chase")
merged (the "Merger") with and into Chemical Banking Corporation ("Chemical").
Upon consummation of the Merger, Chemical changed its name to "The Chase
Manhattan Corporation." The Merger was accounted for as a pooling of interests
and, accordingly, the information included in the financial statements presents
the combined results of heritage Chase and Chemical as if the Merger had been in
effect for all periods presented.
The accounting and financial reporting policies of Chase and its
subsidiaries conform to generally accepted accounting principles ("GAAP") and
prevailing industry practices. Additionally, where applicable, the policies
conform to the accounting and reporting guidelines prescribed by bank regulatory
authorities. Financial statements prepared in conformity with GAAP require
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expense and disclosure of contingent assets and
liabilities.
Certain amounts in prior periods have been reclassified to conform to the
current presentation. The following is a description of significant accounting
policies.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Chase and
its majority-owned subsidiaries, after eliminating intercompany balances and
transactions. Equity investments of 20%-50% ownership interest are generally
accounted for in accordance with the equity method of accounting and are
reported in Other Assets. Chase's pro-rata share of earnings (losses) of these
companies is included in Other Revenue.
Assets held in an agency or fiduciary capacity by commercial banking
subsidiaries and by trust and investment advisory subsidiaries are not assets of
Chase and, accordingly, are not included in the Consolidated Balance Sheet.
TRADING ACTIVITIES
Chase trades debt and equity instruments and risk management instruments, as
discussed below. These instruments are carried at their estimated fair value.
Quoted market prices, when available, are used to determine the fair value of
trading instruments. If quoted market prices are not available, then fair values
are estimated by using pricing models, quoted prices of instruments with similar
characteristics, or discounted cash flows.
Realized and unrealized gains (losses) on these instruments are recognized
in Trading Revenue. The portion of the market valuation of risk management
instruments attributable to credit considerations as well as ongoing direct
servicing costs is deferred and accreted to income over the life of the
instruments. Interest earned on debt and dividends earned on equity instruments
are reported as interest income. Interest payable on securities sold but not yet
purchased and structured notes is reported as interest expense.
Debt and Equity Instruments; Securities Sold, Not Yet Purchased; and Structured
Notes: Debt and equity instruments, which include securities, loans, and other
credit instruments held for trading purposes, are reported as Trading Assets.
Obligations to deliver securities sold but not yet purchased and structured
notes issued by Chase are reported as Trading Liabilities.
Risk Management Instruments: Chase deals in interest rate, foreign exchange,
equity, commodity and other contracts to generate trading revenues. Such
contracts include futures, forwards, forward rate agreements, swaps and options
(including interest rate caps and floors). The estimated fair values of such
contracts are reported on a gross basis as Trading Assets-Risk Management
Instruments for positive fair values and Trading Liabilities for negative fair
values. Contracts executed with the same counterparty under legally enforceable
master netting agreements are presented on a net basis.
50 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DERIVATIVES USED IN ASSET/LIABILITY MANAGEMENT ACTIVITIES
As part of its asset/liability management ("ALM") activities, Chase uses
interest rate swaps and futures and, to a lesser degree, forward rate agreements
and option contracts (including interest rate caps and floors) to hedge
exposures or to modify the interest rate characteristics of related balance
sheet instruments. Derivative contracts used for ALM activities have high
correlation between the derivatives contract and the item being hedged, both at
inception and throughout the hedge period. Additionally, these derivative
contracts are linked to specific assets or liabilities or groups of similar
assets or similar liabilities. For futures contracts only, a risk-reduction
criteria is also required.
The instruments that meet the above criteria are accounted for under the
accrual method or available-for-sale fair value method, as discussed below.
Instruments that subsequently fail to meet the criteria are redesignated as
trading activities.
Accrual Method: Under the accrual method, interest income or expense on
derivative contracts is accrued and there is no recognition of unrealized gains
and losses on the derivatives on the balance sheet. Premiums on option contracts
are amortized to interest income or interest expense, or noninterest revenue
over the contract life.
Available-for-Sale Fair Value Method: Derivatives linked to available-for-sale
securities are carried at fair value. The accrual of interest receivable or
interest payable on these derivatives is reported in Interest Income on
Securities. Changes in the market values of these derivatives, exclusive of net
interest accruals, are reported, net of applicable taxes, in Stockholders'
Equity. This policy is consistent with the reporting of unrealized gains and
losses on the related securities.
For both of the above methods, realized gains and losses from the
settlement or termination of derivative contracts are deferred as adjustments to
the carrying values of the related balance sheet positions. The realized gains
and losses are amortized to interest income, interest expense, or noninterest
revenue over the appropriate risk management periods (generally the remaining
life of the derivative at the date of termination or the remaining life of the
linked asset or liability). Amortization commences when the contract is settled
or terminated. If the related assets or liabilities are sold or otherwise
disposed of, then the deferred gains and losses on the derivative contract are
recognized as a component of the gain or loss on disposition of the related
assets or liabilities.
RESALE AND REPURCHASE AGREEMENTS
Chase enters into short-term purchases of securities under agreements to resell
(resale agreements) and sales of securities under agreements to repurchase
(repurchase agreements) of substantially identical securities. The amounts
advanced under resale agreements and the amounts borrowed under repurchase
agreements are carried on the balance sheet at the amount advanced or borrowed
plus accrued interest. Interest earned on resale agreements and interest
incurred on repurchase agreements are reported as interest income and interest
expense, respectively. Chase offsets resale and repurchase agreements executed
with the same counterparty under legally enforceable netting agreements that
meet the applicable netting criteria. During 1997, the maximum month-end
balances of outstanding resale and repurchase agreements, respectively, were
$43.2 billion and $63.7 billion. The daily average amounts of outstanding resale
and repurchase agreements were $38.8 billion and $56.3 billion, respectively.
Chase takes possession of securities purchased under resale agreements.
Chase monitors the market value of securities and adjusts the level of
collateral for resale and repurchase agreements, as appropriate.
SECURITIES
Securities are classified as Available-for-Sale when in management's judgement
they may be sold in response to or in anticipation of changes in interest rates
and resulting prepayment risk, or other factors. Available-for-Sale securities
are carried at fair value. Unrealized gains and losses on these securities,
along with any unrealized gains and losses on related derivatives, are reported,
net of applicable taxes, in Stockholders' Equity. Securities that Chase has the
positive intent and ability to hold to maturity are classified as
Held-to-Maturity and are carried at amortized cost.
Interest and dividend income on securities, including amortization of
premiums and accretion of discounts, are reported in Interest Income on
Securities. Interest income is recognized using the interest method. The
specific identification method is used to determine realized gains and losses on
sales of securities, which are reported in Securities Gains. The carrying value
of individual securities is reduced through writedowns against Securities Gains
to reflect other-than-temporary impairments in value.
Chase anticipates prepayments of principal in the calculation of the
effective yield for collateralized mortgage obligations ("CMOs") and
mortgage-backed securities ("MBSs"). The prepayment of CMOs and MBSs is actively
monitored through Chase's portfolio management function. Chase typically invests
in CMOs and MBSs with stable cash flows, thereby limiting the impact of interest
rate fluctuations on the portfolio. Management regularly performs simulation
testing
THE CHASE MANHATTAN CORPORATION 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
regarding the impact that interest and market rate changes would have on
its CMO and MBS portfolios. CMOs and MBSs that management believes have high
prepayment risk are included in the available-for-sale portfolio.
LOANS
Loans are generally reported at the principal amount outstanding, net of the
allowance for credit losses, unearned income and any net deferred loan fees
(nonrefundable yield-related loan fees, net of related direct origination
costs). Loans held for sale are carried at the lower of aggregate cost or fair
value. Certain loans meeting the accounting definition of a security are
classified as loans, but are measured using SFAS 115. Interest income is
recognized using the interest method or on a basis approximating a level rate of
return over the term of the loan.
Chase sells or securitizes certain commercial and consumer loans. These
sales are generally without recourse to Chase. A limited number of assets are
sold with recourse for which appropriate reserves are provided. Gains and losses
are reported in Other Revenue.
Nonaccrual loans are those loans on which the accrual of interest has
ceased. Loans other than certain consumer loans discussed below are placed on
nonaccrual status immediately if, in the opinion of management, full payment of
principal or interest is in doubt, or when principal or interest is past due 90
days or more and collateral, if any, is insufficient to cover principal and
interest. Interest accrued but not collected at the date a loan is placed on
nonaccrual status is reversed against interest income. In addition, the
amortization of net deferred loan fees is suspended when a loan is placed on
nonaccrual status. Interest income on nonaccrual loans is recognized only to the
extent received in cash. However, where there is doubt regarding the ultimate
collectibility of the loan principal, cash receipts, whether designated as
principal or interest, are thereafter applied to reduce the carrying value of
the loan. Loans are restored to accrual status only when interest and principal
payments are brought current and future payments are reasonably assured.
Consumer loans are generally charged to the allowance for credit losses
upon reaching specified stages of delinquency. This policy excludes residential
mortgage products and auto loans which are accounted for in accordance with the
nonaccrual loan policy discussed above. Credit card loans, for example, are
charged off at the earlier of 180 days past due or 75 days after notification of
the filing of bankruptcy. Other consumer products are generally charged off at
120 days past due. Accrued interest is reversed against interest income when the
consumer loan is charged off.
Loans are considered impaired when it is probable that the borrower will
be unable to pay contractual interest or principal payments as scheduled in the
loan agreement. Chase accounts for and discloses nonaccrual commercial loans as
impaired. Chase excludes from impaired loans its small-balance homogeneous
consumer loans, loans carried at fair value or the lower of cost or fair value,
debt securities and leases. Impaired loans are carried at the present value of
the future cash flows discounted at the loan's effective interest rate or, as a
practical expedient, at the loan's observable market price or the fair value of
the collateral if the loan is collateral dependent. Chase recognizes interest
income on impaired loans as discussed above for nonaccrual loans.
A collateralized loan is considered an in-substance foreclosure and is
reclassified to Assets Acquired as Loan Satisfactions only when Chase has taken
physical possession of the collateral regardless of whether formal foreclosure
proceedings have taken place.
ALLOWANCE FOR CREDIT LOSSES
The allowance for credit losses provides for risks of losses inherent in the
credit extension process for loans, derivatives and foreign exchange financial
instruments and lending-related commitments. These commitments include letters
of credit, guarantees and undrawn commitments to extend credit. The allowance is
a general allowance and is periodically reviewed and analyzed. The analyses
include consideration of the risk rating of individual credits, the size and
diversity of the portfolio, economic and political conditions, prior loss
experience, and results of periodic credit reviews of the portfolio. The
allowance for credit losses is increased by provisions for credit losses charged
against income and is reduced by charge-offs, net of recoveries. Charge-offs are
recorded when, in the judgment of management, an extension of credit is deemed
uncollectible, in whole or in part.
Beginning December 31, 1996, in accordance with the AICPA's Audit and
Accounting Guide for Banks and Savings Institutions ("AICPA Audit Guide"), Chase
allocates the allowance for credit losses into three components:
Chase views the aggregate allowance for credit losses to be available for
all credit activities.
PREMISES AND EQUIPMENT
Premises and equipment, including leasehold improvements, are carried at cost
less accumulated depreciation and amortization. Capital leases are included in
premises and equipment at the capitalized amount less accumulated amortization.
Depreciation and amortization of premises are included in Occupancy Expense,
while depreciation of equipment is
52 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
included in Equipment Expense. Depreciation and amortization are computed using
the straight-line method over the estimated useful life of the owned asset and,
for leasehold improvements, over the estimated useful life of the related asset
or the lease term, whichever is shorter. Maintenance and repairs are charged to
expense as incurred, while major improvements are capitalized.
OTHER ASSETS
Assets Acquired as Loan Satisfactions: Assets acquired in full or partial
satisfaction of loans, primarily consisting of real estate, are reported at the
lower of cost or estimated fair value less costs to sell. Writedowns at the date
of transfer (to Assets Acquired as Loan Satisfactions) and within six months
after the date of transfer are charged to the allowance for credit losses.
Writedowns of such assets after six months from the transfer date are included
in Foreclosed Property Expense. Operating expenses, net of related revenue, and
gains and losses on sales of these assets are reported in Foreclosed Property
Expense.
Assets Held for Accelerated Disposition: These assets consist primarily of real
estate loans and real estate assets acquired as loan satisfactions. At the date
of transfer to the accelerated disposition portfolio, these assets are recorded
at their initial estimated disposition value less costs to sell. Subsequently,
assets held for accelerated disposition are carried at the lower of cost or
current estimated disposition value. Cash interest received from these assets is
recognized either in income or applied to reduce the carrying value of loans,
depending on management's judgment of collectibility. Any adjustments to the
carrying value of these assets or realized gains and losses on the sale of these
assets are reported in Other Revenue.
Equity and Equity-Related Investments: Equity and equity-related investments
include venture capital activities and emerging markets investments.
Nonmarketable holdings are carried at cost, with the exception of holdings in
which a subsequent investment by an unaffiliated party indicates a valuation in
excess of cost (in which case an unrealized gain is recorded based on such
valuation) and holdings for which evidence of an other-than-temporary decline in
value exists (in which case an impairment loss is recorded). Marketable holdings
are marked-to-market at a discount to the public value. Income from these
investments is reported in Revenue from Equity-Related Investments.
Intangibles: Goodwill and other acquired intangibles, such as core deposits and
credit card relationships, are amortized over the estimated periods to be
benefited, generally ranging from 10 to 25 years. An impairment review is
performed periodically on these assets.
Mortgage Servicing Rights: Capitalized mortgage servicing assets consist of
purchased and originated servicing rights. These rights are amortized into Fees
for Other Financial Services in proportion to, and over the period of, the
estimated future net servicing income stream of the underlying mortgage loans.
Mortgage servicing rights are assessed for impairment based on the fair value of
the right and any related derivative contracts. Impairment is evaluated by
stratifying the mortgage servicing rights by interest rate bands. Fair value is
determined considering market prices for similar assets or based on discounted
cash flows using market-based prepayment estimates for similar coupons as well
as incremental direct and indirect costs.
FEE-BASED REVENUE
Corporate finance and syndication fees primarily include fees received for
managing and syndicating loan arrangements; providing financial advisory
services in connection with leveraged buyouts, recapitalizations, and mergers
and acquisitions; arranging private placements; and underwriting debt and equity
securities. Corporate finance and syndication fees are recognized when the
services to which they relate have been provided. In addition, recognition of
syndication fees is subject to satisfying certain tests.
Trust, custody, and investment management fees primarily include fees
received in connection with personal, corporate, and employee benefit trust and
investment management activities. Fees for other financial services primarily
include fees received in connection with mortgage servicing, loan commitments,
standby letters of credit, compensating balances, insurance products and
brokerage and other fees. Trust, custody, and investment management fees and
fees for other financial services are generally recognized over the period the
related service is provided.
Credit card revenues primarily include fees received in connection with
credit card activities such as annual, late payment, cash advance, and
interchange fees, as well as servicing fees earned in connection with
securitization activities. Credit card revenues are generally recognized as
billed, except for annual fees, which are recognized over a twelve-month period.
INCOME TAXES
Chase recognizes both the current and deferred tax consequences of all
transactions that have been recognized in the financial statements. Calculations
are based on the provisions of enacted tax laws and the tax rates in effect for
current and future years. The deferred tax liability (asset) is determined based
on enacted tax rates which will be in effect when the underlying items of income
and expense are expected to be reported to the taxing authorities. Net deferred
tax assets, whose realization is dependent on taxable earnings of future years,
are recognized when a more-likely-than-not criterion is met. Annual deferred tax
expense (benefit) is equal to the change in the deferred tax liability (asset)
account from the beginning to the end of the year. A current tax liability
(asset) is recognized for the estimated taxes payable or refundable for the
current year.
THE CHASE MANHATTAN CORPORATION 53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOREIGN CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies are translated to U.S.
dollars using prevailing rates of exchange. Gains and losses on foreign currency
translation from operations for which the functional currency is other than the
U.S. dollar, together with related hedges and tax effects, are reported in
Stockholders' Equity. For foreign operations for which the U.S. dollar is the
functional currency, gains and losses resulting from converting foreign currency
assets, liabilities and related hedges to the U.S. dollar are reported in the
Income Statement.
STATEMENT OF CASH FLOWS
Cash and cash equivalents reported in the Consolidated Statement of Cash Flows
represent the amounts included in the balance sheet caption Cash and Due from
Banks. Cash flows from loans and deposits are reported on a net basis.
--------------------------------------------------------------------------------
2 - TRADING ACTIVITIES
--------------------------------------------------------------------------------
Chase generates trading revenue through market-making, sales, arbitrage and
positioning. A description of the various classes of derivative and foreign
exchange instruments used in Chase's trading activities as well as the credit
and market risk factors involved in its trading activities are disclosed in Note
Eighteen.
TRADING REVENUE
The following table sets forth the components of total trading-related revenue.
(a) Trading-related net interest income includes interest recognized on
interest-earning and interest-bearing trading-related positions as well as
management allocations reflecting the funding cost or benefit associated
with trading positions. This amount is included in net interest income on
the Consolidated Statement of Income.
(b) Includes interest rate swaps, cross-currency interest rate swaps, foreign
exchange forward contracts, interest rate futures and options, forward
rate agreements and related hedges.
(c) Includes foreign exchange spot and option contracts.
(d) Includes U.S. and foreign government and government agency securities,
corporate debt instruments, emerging markets debt instruments,
debt-related derivatives, equity securities, equity derivatives and
commodity derivatives.
TRADING ASSETS AND LIABILITIES
The following table presents trading assets and trading liabilities for the
dates indicated.
Average trading assets and average trading liabilities were as follows for
the periods indicated.
--------------------------------------------------------------------------------
3 - SECURITIES
--------------------------------------------------------------------------------
See Note One for a discussion of the accounting policies relating to securities.
Net gains from available-for-sale securities sold in 1997, 1996 and 1995
amounted to $312 million (gross gains of $496 million and gross losses of $184
million), $135 million (gross gains of $281 million and gross losses of $146
million), and $130 million (gross gains of $570 million
54 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and gross losses of $440 million), respectively. There were no sales of
held-to-maturity securities during the three years ended December 31, 1997.
During 1995, early redemption of certain held-to-maturity securities by their
issuers resulted in a $2 million gain.
In accordance with the adoption of the SFAS 115 Implementation Guide,
Chase reassessed the classification of all securities held during 1995. The
result of the one-time reassessment was the reclassification of $4.7 billion of
held-to-maturity securities to available-for-sale securities and $11 million of
held-to-maturity securities to trading assets. Unrealized net gains related to
the transfer of held-to-maturity securities to available-for-sale securities
were $21 million after-tax. The amortized cost of held-to-maturity securities
transferred to trading assets approximated the fair value.
The amortized cost and estimated fair value of available-for-sale
securities and held-to-maturity securities, including the impact of related
derivatives, were as follows for the dates indicated:
(a) Includes CMOs of private issuers, which generally have underlying
collateral consisting of obligations of U.S. Government and Federal
agencies and corporations. See Note One for further discussion.
The amortized cost, estimated fair value, and average yield at December
31, 1997 of Chase's available-for-sale and held-to-maturity securities by
contractual maturity range are presented in the following table.
(a) The average yield is based on amortized cost balances at the end of the
year. Yields are derived by dividing interest income (adjusted for the
effect of related derivatives on available-for-sale securities) and the
amortization of premiums and accretion of discounts by total amortized
cost. Taxable-equivalent yields are used where applicable.
(b) Securities with no stated maturity are included with securities with a
remaining maturity of ten years or more. Substantially all of Chase's MBSs
and CMOs are due in ten years or more based on contractual maturity. The
estimated duration, which reflects anticipated future prepayments based on
a consensus of dealers in the market, is approximately 3 years for MBSs,
and less than 1 year for CMOs.
THE CHASE MANHATTAN CORPORATION 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
4 - LOANS
--------------------------------------------------------------------------------
The composition of the loan portfolio at each of the dates indicated was as
follows:
Bonds issued to Chase by foreign governments (such as Mexico, Venezuela
and Brazil) as part of a debt renegotiation (i.e., "Brady Bonds") are classified
as loans, but are subject to the provisions of SFAS 115. As a result of the
reassessment of the securities portfolio in connection with the adoption of the
SFAS 115 Implementation Guide, the entire held-to-maturity portfolio of Brady
Bonds, other loans and related derivatives (measured pursuant to SFAS 115) were
reclassified to the available-for-sale category in 1995. The amount of the
reclassification was $1,972 million at amortized cost. Unrealized net losses
related to the transfer were $454 million, after tax.
The amortized cost and estimated fair value of loans measured pursuant to
SFAS 115 (which are all available-for-sale), including the impact of related
derivatives, for the dates indicated were as follows:
The gains and losses on the disposition of emerging markets securities for
the dates indicated were as follows:
IMPAIRED LOANS
The following table sets forth information about Chase's impaired loans. Chase
uses the discounted cash flow method as its primary method for valuing its
impaired loans.
(a) When the discounted cash flows, collateral value or market price equals or
exceeds the carrying value of the loan, then the loan does not require an
allowance under SFAS 114.
(b) The allowance for impaired loans under SFAS 114 is a part of Chase's
overall allowance for credit losses.
56 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
5 - ALLOWANCE FOR CREDIT LOSSES
--------------------------------------------------------------------------------
The composition of the allowance for credit losses is as follows:
The table below summarizes the changes in the allowance for credit losses on
loans.
(a) During 1996, Chase incurred a charge of $102 million as a result of
conforming the credit card charge-off policies of the heritage Chase and
Chemical.
(b) During 1997, there was a transfer of $100 million to the allowance for
credit losses on lending-related commitments as a result of the inclusion
in that allowance of undrawn commitments to extend credit.
(c) Includes approximately $160 million related to the purchase of the Bank of
New York credit card portfolio in 1997, and $28 million related to the
sale of banking operations in southern and central New Jersey in 1995.
--------------------------------------------------------------------------------
6 - LONG-TERM DEBT
--------------------------------------------------------------------------------
The following table is a summary of long-term debt (net of unamortized original
issue debt discount, where applicable).
(a) Remaining maturity is based on contractual maturity of the debt.
(b) The interest rates shown have been adjusted to reflect the effect of ALM
derivative contracts, primarily interest rate swaps, used to convert
Chase's fixed-rate debt to variable rates. The interest rates shown are
those in effect at year-end.
(c) At December 31, 1997, long-term debt aggregating $3.1 billion was
redeemable at the option of Chase, in whole or in part, prior to maturity,
based on the terms specified in their respective notes. The aggregate
principal amount of debt that matures in each of the five years subsequent
to 1997 are $1,128 million in 1998, $1,573 million in 1999, $1,511 million
in 2000, $976 million in 2001 and $2,179 million in 2002.
THE CHASE MANHATTAN CORPORATION 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Chase issues long-term debt denominated in various currencies, although
predominately in U.S. dollars, with both fixed and variable interest rates.
Fixed-rate debt outstanding at December 31, 1997 mature at various dates
through 2027 and carry contractual interest rates ranging from 4.00% to 11.83%.
The consolidated weighted-average interest rates on fixed-rate debt at December
31, 1997 and 1996 were 7.56% and 7.78%, respectively. Variable-rate debt
outstanding, with contractually-determined interest rates ranging from 5.57% to
6.58% at December 31, 1997, mature at various dates through 2009. The
consolidated weighted-average interest rates on variable-rate debt at December
31, 1997 and 1996 were 5.94% and 5.69%, respectively.
Included in long-term debt are equity commitment notes and equity contract
notes totaling $875 million and $968 million at December 31, 1997 and 1996,
respectively. At December 31, 1997, Chase had designated proceeds from the sale
of Capital Securities, as defined in regulations by the Board of Governors of
the Federal Reserve System ("Federal Reserve Board"), in an amount sufficient to
satisfy fully the requirements of its equity commitment and equity contract
notes.
Chase has guaranteed several long-term debt issues of its subsidiaries.
Guaranteed debt totaled $390 million at December 31, 1997.
GUARANTEED PREFERRED BENEFICIAL INTERESTS
IN CORPORATION'S JUNIOR SUBORDINATED DEFERRABLE
INTEREST DEBENTURES
At December 31, 1997, four separate wholly-owned Delaware statutory business
trusts established by Chase had issued an aggregate $1,740 million in capital
securities, net of discount. The capital securities qualify as Tier 1 Capital of
Chase. The proceeds from each issuance were invested in a corresponding series
of junior subordinated deferrable interest debentures of Chase. The sole assets
of each statutory business trust are these debentures. Chase has fully and
unconditionally guaranteed each of the business trust's obligations under each
trust's capital securities. Each trust's capital securities are subject to
mandatory redemption, in whole or in part, upon repayment of the debentures at
their stated maturity or earlier redemption.
The following is a summary of Chase's outstanding capital securities, net
of discount, issued by each trust as of December 31, 1997.
--------------------------------------------------------------------------------
7 - PREFERRED STOCK OF SUBSIDIARY
--------------------------------------------------------------------------------
In September 1996, Chase Preferred Capital Corporation ("Chase Preferred
Capital"), a wholly-owned subsidiary of Chase Bank, issued 22 million shares of
8.10% Cumulative Preferred Stock, Series A ("Series A Preferred Shares"), with a
liquidation preference of $25 per share. Chase Preferred Capital is a real
estate investment trust ("REIT") established for the purpose of acquiring,
holding and managing real estate mortgage assets. Dividends on the Series A
Preferred Shares are cumulative and are payable quarterly. The dividends are
recorded as minority interest expense by Chase.
The Series A Preferred Shares are generally not redeemable prior to
September 18, 2001. On or after that date, the Series A Preferred Shares may be
redeemed for cash at the option of Chase Preferred Capital, in whole or in part,
at a redemption price of $25 per share, plus any accrued and unpaid dividends.
The Series A Preferred Shares are treated as Tier 1 Capital of Chase. The Series
A Preferred Shares are not subject to any sinking fund or mandatory redemption
and are not convertible into any other securities of Chase Preferred Capital or
Chase or any of its subsidiaries.
58 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
8 - PREFERRED STOCK
--------------------------------------------------------------------------------
Chase is authorized to issue 200 million shares of preferred stock, in one or
more series, with a par value of $1 per share. Outstanding shares of preferred
stock at December 31, 1997 and 1996 were 45.6 million and 82.0 million,
respectively.
As shown in the summary that follows, during 1997, Chase redeemed four
preferred stock issues, each at a redemption price of $25.00 per share, together
with any accrued but unpaid dividends.
Dividends on shares of each outstanding series of preferred stock are
payable quarterly and are cumulative. All the preferred stock outstanding have
preference over Chase's common stock for the payment of dividends and the
distribution of assets in the event of a liquidation or dissolution of Chase.
The following is a summary of Chase's preferred stocks outstanding:
(a) Redemption price includes any accrued but unpaid dividends.
(b) Shares of each of these series are represented by 8.0 million depositary
shares, each representing .25 of a share.
(c) Floating rates are based on certain money market rates. The minimum and
maximum rates are 4.50% and 10.50%, respectively, for each of Series L and
Series N.
--------------------------------------------------------------------------------
9 - COMMON STOCK
--------------------------------------------------------------------------------
Chase is authorized to issue 750 million shares of common stock, with a $1 par
value per share. The number of shares of common stock issued and outstanding,
for the dates indicated, were as follows:
(a) Under the terms of the Merger agreement, on March 31, 1996 all 18.6
million treasury shares of heritage Chase were cancelled and retired.
During 1997, Chase repurchased approximately 21.1 million shares of its
outstanding common stock under a stock repurchase plan announced in October
1996. During 1997, approximately 11.3 million shares were issued from treasury
under various employee stock option and other plans.
During 1996, 3.2 million shares were issued from treasury upon the
exercise of warrants issued in 1993 by Chase. The warrants expired June 30,
1996.
As of December 31, 1997, approximately 66 million shares of common stock
were reserved for issuance under various employee incentive, option and stock
purchase plans and under Chase's Dividend Reinvestment Plan. Under Chase's
Dividend Reinvestment Plan, stockholders may reinvest all or part of their
quarterly dividends in shares of common stock.
Common stock newly issued, or distributed from treasury, during 1997, 1996
and 1995 was as follows:
(a) Amount includes 5,040,838, 11,184,277 and 11,385,569 shares of common
stock issued in 1997, 1996 and 1995, respectively, under broad-based
employee stock option plans. See Note Fifteen for a discussion of Chase's
employee stock option plans.
(b) Shares distributed from treasury were 11,250,737 in 1997, 20,056,837 in
1996 and 22,132,496 in 1995.
THE CHASE MANHATTAN CORPORATION 59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
10 - EARNINGS PER SHARE
--------------------------------------------------------------------------------
On December 31, 1997, Chase adopted SFAS 128, which establishes new
standards for computing and presenting earnings per share (EPS) and simplifies
previously issued accounting standards related to EPS. SFAS 128 has replaced the
concept of "primary EPS" with "basic EPS" and the concept of "fully-diluted EPS"
with "diluted EPS." The impact of the adoption of SFAS 128 for 1997 was that
basic EPS was $0.19 higher than primary EPS. The difference between diluted EPS
and fully-diluted EPS was immaterial. Prior periods have been restated to
conform with the current presentation.
Basic and diluted EPS were as follows for the dates indicated:
(a) On January 1, 1995, Chase adopted SFAS 106 for the accounting for other
postretirement benefits relating to its foreign plans.
(b) During the second quarter of 1995, Chase called for redemption all of the
outstanding shares of its 10% convertible preferred stock. Substantially
all of the 10% convertible stock was converted to common stock prior to
redemption. The preferred dividends amounted to $7 million before
conversion.
Basic EPS is computed by dividing net income available to common shares
outstanding by the weighted-average number of common shares outstanding for the
period. Diluted EPS is computed using the same method as basic EPS, but reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock. Also, for
purposes of diluted EPS, net income available for common stock is adjusted for
any convertible preferred stock dividends, convertible debt interest or any
other changes in income that could result from the assumed conversion of
securities and other contracts.
--------------------------------------------------------------------------------
11 - FEES FOR OTHER FINANCIAL SERVICES
--------------------------------------------------------------------------------
Details of fees for other financial services were as follows:
--------------------------------------------------------------------------------
12 - RESTRUCTURING COSTS AND OTHER EXPENSE
--------------------------------------------------------------------------------
Restructuring Costs: In connection with the merger of heritage Chase and
Chemical, a $1.65 billion restructuring charge was recorded on the March 31,
1996 merger date. Merger-related expenses that did not qualify for immediate
recognition have been recognized as incurred. These remaining merger-related
expenses (originally estimated at $250 million) are expected to total
approximately $375 million. These additional costs primarily relate to
technology and systems integration costs.
Merger-related expenses of $192 million were incurred during 1997,
resulting in cumulative-to-date merger-related expenses of $356 million. These
costs are reflected in the Restructuring Costs caption of the Income Statement.
At December 31, 1997, the reserve balance associated with the $1.65
billion merger-related restructuring charge was approximately $394 million, the
majority of which is related to the disposition of certain facilities, premises
and equipment.
The 1995 results included a $15 million restructuring charge related to
exiting from a futures brokerage business.
60 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Expense: Details of other expense were as follows:
(a) Reflects the impact of the reduction in the Federal Deposit Insurance
Corporation ("FDIC") assessment rate.
--------------------------------------------------------------------------------
13 - INCOME TAXES
--------------------------------------------------------------------------------
Deferred income tax expense (benefit) results from differences between amounts
of assets and liabilities as measured for financial reporting and income tax
return purposes. The significant components of Federal deferred tax assets and
liabilities are reflected in the following table.
Chase's valuation reserve for Federal income taxes of $90 million at
December 31, 1997 related primarily to tax benefits associated with foreign
operations. These tax benefits are subject to tax law limitations on
realization. This valuation reserve was established in accordance with the
requirements of SFAS 109. A Federal deferred tax asset has been recorded in
accordance with SFAS 109 related to deferred foreign taxes.
Deferred foreign tax liabilities were $181 million as of December 31,
1997. Chase expects that, when paid, these foreign taxes will be creditable
against its Federal income tax liability.
Deferred State and Local tax liabilities approximated $138 million as of
December 31, 1997. The New York State and City valuation reserve of $148 million
was released to income during the first quarter of 1996.
The components of income tax expense included in the Consolidated
Statement of Income were as follows:
The preceding table does not reflect the tax effects of unrealized gains
and losses with respect to available-for-sale securities and certain tax
benefits associated with Chase's employee stock plans, both of which are
recorded directly in stockholders' equity. Stockholders' equity decreased by $35
million and $38 million, respectively, in 1997 and 1995 and increased by $254
million in 1996 as a result of these tax effects.
The tax expense applicable to securities gains and losses for the years
1997, 1996 and 1995 was $116 million, $51 million and $68 million, respectively.
A reconciliation of the income tax expense computed at the applicable
statutory U.S. income tax rate to the actual income tax expense for the past
three years is shown in the following table.
The following table presents the domestic and foreign components of income
before income taxes for the past three years.
(a) For purposes of this table, foreign income is defined as income generated
from operations located outside the United States.
THE CHASE MANHATTAN CORPORATION 61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
14 - POSTRETIREMENT EMPLOYEE BENEFITS PLANS
--------------------------------------------------------------------------------
As of December 31, 1996, the prior domestic plans of heritage Chase and Chemical
were merged. As of January 1, 1997, the postretirement employee benefit plans
were amended. The impact of plan amendments on benefit obligations was
immaterial.
PENSION PLANS
The accompanying table presents the funded status and actuarial assumptions for
Chase's noncontributory domestic defined benefit pension plan (the "domestic
pension plan"). The domestic pension plan employs a cash balance defined benefit
formula that provides for benefits based on salary and service. Chase's prior
domestic plan had a cash balance formula that provided for benefits based on
salary and service, subject to a minimum benefit level, while Chemical's prior
domestic plan included both a cash balance feature and a final-average-pay
feature. The 1997 unrecognized amount primarily resulted from returns higher
than expected on plan assets.
Domestic Pension Plan
The periodic domestic pension plan expense (reported in Employee Benefits
expense) totaled $79 million in 1997, $98 million in 1996 and $88 million in
1995. The decrease in expense from 1996 to 1997 primarily reflects lower service
costs as a result of the plan amendments and actuarial gains.
Chase also has a number of other defined benefit pension plans -- domestic
plans not subject to Title IV of the Employee Retirement Income Security Act and
several foreign pension plans. Employee Benefits expense related to these plans
totaled $26 million in 1997, $47 million in 1996, and $45 million in 1995. At
December 31, 1997 and 1996, Chase's liability included in Accrued Expenses
related to plans that Chase elected not to prefund fully totaled $167 million
and $177 million, respectively.
Employee Benefits expense related to defined contribution plans totaled
$127 million in 1997, $95 million in 1996 and $94 million in 1995. Chase
increased its match on the domestic 401(k) Savings Plan to 5%, from 4%,
effective January 1, 1997.
The variances in 1997 expense for the various plans detailed above
primarily resulted from plan design changes incidental to the Merger.
During 1996, Chase also recognized a one-time pre-tax $40 million charge
as a result of conforming retirement benefits provided to foreign employees.
POSTRETIREMENT MEDICAL AND LIFE INSURANCE
Chase provides postretirement medical and life insurance benefits to qualifying
domestic and foreign employees. These benefits vary with length of service and
date of hire and, commencing in 1997, provide for limits on Chase's share of
covered medical benefits. As with the prior Chase and Chemical benefits, life
insurance benefits are noncontributory.
Postretirement Medical and Life Insurance Liability
(a) Benefits paid in 1997 consisted of $34 million of employer contributions
and $9 million of retiree contributions.
The periodic postretirement medical and life insurance expense (reported
in Employee Benefits expense) totaled $68 million in 1997, $67 million in 1996
and $65 million in 1995. In addition, the adoption of SFAS 106 in 1995 (relating
to Chase's foreign employees) resulted in a charge of $17 million ($11 million
after-tax).
The discount rates and rates of increase in future compensation used to
determine the actuarial values for postretirement medical and life insurance
benefits are generally consistent with those used for the domestic pension plan.
At December 31, 1997, the assumed weighted-average medical benefits cost trend
rate used to measure the expected cost of benefits covered was 8.5% for 1998,
declining gradually over six years to a floor of 5.3%. The effect of a 1% change
in the assumed medical cost trend rate would result in a corresponding change in
the December 31, 1997 benefit obligation and 1997 periodic expense by up to 7%.
62 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
15 - EMPLOYEE STOCK-BASED INCENTIVES
--------------------------------------------------------------------------------
KEY EMPLOYEE STOCK-BASED AWARDS
Chase has a long-term stock-based incentive plan (the "LTIP") that provides for
grants of common stock-based awards, including stock options, restricted stock
and restricted stock units ("RSUs"), to certain key employees. Awards also were
granted under the prior Chase and Chemical plans. In addition, a portion of
incentive compensation exceeding specified levels is paid in restricted stock or
RSUs (the "deferred equity plan").
Under the LTIP and prior plans, stock options have been granted with
exercise prices equal to Chase's common stock price on the grant date.
Generally, options cannot be exercised until at least one year after the grant
date, and become exercisable over various periods as determined at the time of
the grant. Options generally expire ten years after the grant date.
The accompanying table presents a summary of key employee option activity
during the last three years.
Key Employee Stock Options
(a) Of the total options outstanding at December 31, 1997, 4,698,000 options
(4,608,000 were exercisable) had exercise prices ranging from $10 to $35,
or $29.20 on average, and a weighted-average remaining contractual life of
4.9 years; 11,490,000 options (8,916,000 were exercisable) had exercise
prices ranging from $35.01 to $75, or $48.96 on average, and a remaining
life of 6.7 years; 5,850,000 options (108,000 exercisable) had exercise
prices ranging from $75.01 to $118.91, or $92.38 on average, and a
remaining life of 9.0 years.
Restricted stock and RSUs are granted at no cost to the recipient.
Restricted stock and RSUs are subject to forfeiture until certain restrictions
have lapsed, including continued employment for a specified period. The
recipient of a share of restricted stock is entitled to voting rights and
dividends on the common stock. An RSU entitles the recipient to receive a share
of common stock (or cash, in some cases) after a specified period of continued
employment; the recipient is entitled to receive cash payments equivalent to
dividends on the underlying common stock during the period the RSU is
outstanding.
For 1995 and 1996 LTIP awards, vesting for most restricted shares and RSUs
accelerated if Chase's stock price reached and sustained target prices for a
minimum period (the "targets") during the service period. For half of the award,
vesting was conditioned solely on continued employment; for the other half, the
awards would have been forfeited if the targets were not achieved ("forfeitable
restricted stock and RSUs"). During 1996, 2.4 million of such awards (all
payable solely in stock) were granted; all 1996 grants vested in 1997 as a
result of the targets having been achieved. During 1995, 859,000 (67,000 payable
in cash) of such awards were granted; all 1995 grants vested in 1995 and 1996 as
a result of the targets having been achieved.
Additional restricted stock and RSUs are outstanding for which vesting is
conditioned solely on continued employment. During 1997, 1996, and 1995,
respectively, 616,000, 207,000, and 489,000 of such awards were granted. In 1997
and 1996, these awards primarily were issued under the deferred equity plan.
Awards in 1995 primarily were granted under the prior Chase plan.
BROAD-BASED EMPLOYEE STOCK OPTIONS
In December 1996, Chase adopted its Value Sharing Plan, under which 9.7 million
options to purchase common stock were granted to substantially all full-time
(150 options each) and part-time (75 options each) employees. The exercise price
was equal to the stock price on the grant date. The options were to become
exercisable after six years, or earlier if Chase's stock price reached and
sustained target prices for a minimum period. The 1996 award became exercisable
in 1997 as a result of the target having been achieved. A second installment of
10.2 million options with similar terms was granted in December 1997 to eligible
active employees on the grant date. A third and last installment is currently
intended to be issued in December 1998. The exercise and target prices for the
last installment will be determined at the time of the grant; other terms are
expected to be similar to the 1996 and 1997 awards. Both of Chase's predecessor
institutions made similar awards in 1994. All outstanding options expire ten
years after the grant date.
Options outstanding under the prior Chemical plan became exercisable
during 1995 when the targets were achieved. Options outstanding under the prior
Chase plan became exercisable in December 1995 as a result of Chase shareholder
approval of the Merger.
THE CHASE MANHATTAN CORPORATION 63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the activity in the broad-based employee stock
option plans during the past three years.
Broad-Based Employee Stock Options
(a) Of the total options outstanding at December 31, 1997, all options were
exercisable except for the 1997 grant under the Value Sharing Plan. The
exercise prices for the options outstanding were: $34.30, on average,
($30.77 to $45.31) for the 1,848,000 options from the prior Chase plan;
$40.50 for the 3,179,000 options from the prior Chemical plan; $86.38 for
the 6,155,000 options granted in 1996 under the Value Sharing Plan; and
$111.69 for the 10,222,000 options granted in 1997 under the Value Sharing
Plan. The average remaining contractual life was 8.8 years for all options
outstanding, and 7.8 years for exercisable options outstanding.
COMPARISON OF THE FAIR- AND INTRINSIC-VALUE-BASED MEASUREMENT METHODS
SFAS 123, which established accounting and reporting standards for stock-based
incentive plans, is effective for awards granted in 1995 and subsequent years.
It allows two alternative methods for accounting for employee incentives: (a)
the fair-value-based method, or (b) the intrinsic-value-based method, on which
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", was based.
Chase accounts for its employee stock-based compensation plans under the
intrinsic-value-based method. There is no expense recognized for stock options,
as they have no intrinsic value on the grant date. Forfeitable restricted stock
and RSUs are valued at the vesting date stock price. The expense for restricted
stock and RSUs other than forfeitable awards is measured by the grant-date stock
price. If the recipient may elect to receive cash payment in lieu of stock,
expense is measured by the amount of cash paid. Stock compensation expense
recognized in reported earnings totaled $228 million in 1997 and $65 million in
1996, before taxes. The increase primarily resulted from increases in Chase's
stock price, which increased the value and/or triggered the vesting of some
awards.
If Chase had adopted the fair-value-based method, options would be valued
using a Black-Scholes model. Forfeitable restricted stock and RSUs would be
valued at the grant-date stock price, after deducting the value assigned to the
probability that the stock price would not reach the target. The expense would
be the same as under the intrinsic-value-based method for restricted stock and
RSUs other than forfeitable awards, and for any awards for which cash payments
may be received in lieu of stock. The pro forma net income and basic and diluted
earnings per share impact, if the fair-value-based method were adopted, would
have been up to 2.5% lower than reported 1997 amounts, 1.5% lower than reported
1996 amounts, and .8% lower than reported 1995 amounts. The impact of stock
compensation on pro forma expense increased in 1997, as compared with 1996,
primarily due to the impact of the vesting of options granted in December 1996
under the Value Sharing Plan and the higher cost of options granted in 1997. The
1996 Value Share options vested when the target was achieved in 1997, and
therefore all remaining pro forma expense would have been recognized. The cost
of 1997 grants increased as a result of revised valuation assumptions, based on
factors such as the increase in the stock price.
The following table presents the weighted-average grant date fair value
for equity awards and the assumptions used to value the options using a
Black-Scholes model for options granted during the past two years.
(a) Under the fair-value-based method, the grant-date fair value for an option
equals the sum of the annual probability of exercise or vested
termination, multiplied by the dividend-adjusted Black-Scholes-derived
value of an option terminating in that year.
(b) The expected dividend yield is based primarily on historical data at the
grant dates.
64 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
16 - RESTRICTIONS ON CASH AND INTERCOMPANY FUNDS TRANSFERS
--------------------------------------------------------------------------------
The Federal Reserve Board requires depository institutions to maintain cash
reserves with a Federal Reserve Bank. The average amount of reserve balances
deposited by Chase's bank subsidiaries with various Federal Reserve Banks was
approximately $0.7 billion during 1997 and $1.2 billion during 1996.
Restrictions imposed by Federal law prohibit Chase and certain other
affiliates from borrowing from banking subsidiaries unless the loans are secured
in specified amounts. Such secured loans to Chase or to other affiliates
generally are limited to 10% of the banking subsidiary's capital and surplus;
the aggregate amount of all such loans is limited to 20% of the banking
subsidiary's capital and surplus. Chase was well within these limits throughout
the year.
The principal sources of Chase's income (on a parent company-only basis)
are dividends and interest from Chase Bank and the other banking and nonbanking
subsidiaries of Chase. In addition to dividend restrictions set forth in
statutes and regulations, the Federal Reserve Board, the Office of the
Comptroller of the Currency and the FDIC have authority under the Financial
Institutions Supervisory Act to prohibit or to limit the payment of dividends by
the banking organizations they supervise, including Chase and its subsidiaries
that are banks or bank holding companies, if, in the banking regulator's
opinion, payment of a dividend would constitute an unsafe or unsound practice in
light of the financial condition of the banking organization.
Chase's bank subsidiaries could, without the approval of their relevant
banking regulators, pay dividends to their respective bank holding companies in
amounts up to the limitations imposed upon such banks by regulatory
restrictions. These dividend limitations, in the aggregate, totaled
approximately $1.4 billion at December 31, 1997.
--------------------------------------------------------------------------------
17 - CAPITAL
--------------------------------------------------------------------------------
There are two categories of risk-based capital: core capital (referred to as
Tier 1 capital) and supplementary capital (referred to as Tier 2 capital). Tier
1 capital includes common stockholders' equity, qualifying preferred stock,
minority interest, less goodwill and other adjustments. Tier 2 capital consists
of preferred stock not qualifying as Tier 1, long-term debt and other
instruments qualifying as Tier 2, and the allowance for credit losses up to a
certain percentage of risk-weighted assets. Under the risk-based capital
guidelines of the Federal Reserve Board, Chase is required to maintain minimum
ratios of Tier 1 and Total (Tier 1 plus Tier 2) capital to risk-weighted assets.
Failure to meet these minimum requirements could result in actions taken by the
regulators. Bank subsidiaries are also subject to these requirements by their
respective primary regulators (see table below). Management believes that as of
December 31, 1997, Chase met all capital requirements to which it is subject and
is not aware of any subsequent events that would alter this classification.
During 1997, Chase adopted the Federal Reserve Board's new risk-based
capital guidelines incorporating market-risk capital. For a further discussion,
see paragraph two of the Capital section on page 41 of the MD&A.
The following table presents the risk-based capital ratios for Chase and
its significant banking subsidiaries.
(a) Assets and capital amounts for Chase's banking subsidiaries reflect
intercompany transactions, whereas the respective amounts for Chase
reflect the elimination of intercompany transactions.
(b) In accordance with Federal Reserve Board risk-based capital guidelines,
minority interest for Chase includes preferred stock instruments issued by
subsidiaries of Chase. For a further discussion, see Notes Six and Seven.
(c) Includes off-balance sheet risk-weighted assets in the amounts of $97,996
million, $88,391 million, $3,791 million and $4,036 million, respectively,
at December 31, 1997.
(d) Tier 1 Capital or Total Capital, as applicable, divided by risk-weighted
assets. Risk-weighted assets include assets and off-balance sheet
positions, weighted by the type of instruments and the risk weight of the
counterparty, collateral or guarantor.
(e) Tier 1 Capital divided by adjusted average assets (net of allowance for
credit losses, goodwill and certain intangible assets).
(f) The provisions of SFAS 115 do not apply to the calculation of these
ratios.
(g) As defined by the regulations issued by the Federal Reserve Board, the
FDIC and the Comptroller of the Currency.
(h) Represents requirements for bank subsidiaries pursuant to regulations
issued under FDICIA. There is no Tier 1 Leverage component in the
definition of a well capitalized bank holding company.
THE CHASE MANHATTAN CORPORATION 65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
18 - DERIVATIVE AND FOREIGN EXCHANGE FINANCIAL INSTRUMENTS
--------------------------------------------------------------------------------
Chase utilizes various derivative and foreign exchange financial instruments for
trading purposes and for purposes other than trading, such as ALM. These
transactions involve credit risk and market risk. A discussion of the credit and
market risks involved with these financial instruments is included in the first
six paragraphs of the Derivative and Foreign Exchange Financial Instruments
section of the MD&A on pages 35-36, and paragraphs one, two and eight through
eleven of the Market Risk Management section of the MD&A on page 37.
Derivative and Foreign Exchange Instruments Used for Trading Purposes: The
credit risk associated with Chase's trading activities is recorded on the
balance sheet. The effects of any market risk (gains or losses) on Chase's
trading activities have been reflected in trading revenue, as the trading
instruments are marked-to-market daily.
Derivative and Foreign Exchange Instruments Used for ALM Purposes: A discussion
of Chase's objectives and strategies for using these instruments for ALM
activities is included in the first four paragraphs of the Asset/Liability
Management discussion of the MD&A on page 39.
The following table summarizes the aggregate notional amounts of
derivative and foreign exchange contracts as well as the credit exposure related
to these instruments (after taking into account the effects of legally
enforceable master netting agreements) for the dates indicated below.
(a) The notional amounts of exchange-traded interest rate contracts, foreign
exchange contracts, and equity, commodity and other contracts were $691.2
billion, $22.8 billion and $6.1 billion, respectively, at December 31,
1997, compared with $521.5 billion, $9.5 billion and $6.4 billion,
respectively, at December 31, 1996. The credit risk for these contracts
was minimal as exchange-traded contracts principally settle daily in cash.
(b) Includes notional amounts of purchased options, written options and
cross-currency interest rate swaps of $123.9 billion, $126.6 billion and
$113.4 billion, respectively, at December 31, 1997, compared with $89.6
billion, $94.2 billion and $87.8 billion, respectively, at December 31,
1996.
66 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Classes of Derivative and Foreign Exchange Instruments: The following
instruments are used by Chase for purposes of both trading and ALM.
Interest rate swaps are contracts in which a series of interest rate flows
in a single currency are exchanged over a prescribed period. The notional amount
on which the interest payments are based is not exchanged. Most interest rate
swaps involve the exchange of fixed and floating interest payments. Interest
rate swaps are the most common type of derivative contract that Chase utilizes
for both assets and liabilities. An example of a situation in which Chase would
utilize an interest rate swap would be to convert its fixed-rate debt to a
variable rate. By entering into the swap, the principal amount of the debt would
remain unchanged but the interest streams would change. Cross-currency interest
rate swaps are contracts that generally involve the exchange of both interest
and principal amounts in two different currencies. The risks inherent in
interest rate and cross-currency swaps are the potential inability of a
counterparty to meet the terms of its contract and the risk associated with
changes in the market values of the contracts due to movements in the underlying
interest rates.
Interest rate futures and forwards are contracts for the delayed delivery
of securities or money market instruments. The selling party agrees to deliver
on a specified future date, a specified instrument, at a specified price or
yield. The credit risk inherent in futures and forwards is the risk that the
exchange party may default. Futures contracts settle in cash daily and,
therefore, there is minimal credit risk to Chase. The credit risk inherent in
forwards arises from the potential inability of counterparties to meet the terms
of their contracts. Both futures and forwards are also subject to the market
risk of movements in interest rates or the value of the underlying securities or
instruments.
Forward rate agreements are contracts to exchange payments on a specified
future date, based on a market change in interest rates from trade date to
contract settlement date. The notional amount on which the interest payments are
based is not exchanged. The maturity of these agreements is typically less than
two years. The credit and market risk is similar to forward contracts discussed
above.
Interest rate options, which include caps and floors, are contracts which
transfer, modify, or reduce interest rate risk in exchange for the payment of a
premium when the contract is initiated. As a writer of interest rate caps,
floors and other options, Chase receives a premium in exchange for bearing the
risk of unfavorable changes in interest rates. Conversely, as a purchaser of an
option, Chase pays a premium for the right, but not the obligation, to buy or
sell a financial instrument or currency at predetermined terms in the future.
Foreign currency options are similar to interest rate options, except that they
are based on currencies instead of interest rates. The credit risk inherent in
options is the risk that the exchange party may default.
Chase's use of written options as part of its ALM is permitted only in
those circumstances where they are specifically linked to purchased options. All
unmatched written options are included in the trading portfolio at their
estimated fair value.
Foreign exchange contracts are used for the future receipt or delivery of
foreign currency at previously agreed-upon terms. The risks inherent in these
contracts are the potential inability of a counterparty to meet the terms of its
contract and the risk associated with changes in the market values of the
underlying currencies.
Equity, commodity and other contracts include swaps and options and are
similar to interest rate contracts, except that they are based on commodity
indices (e.g., gold) or equity prices, instead of interest rates.
To reduce its exposure to the market risks related to the above-mentioned
classes of derivative and foreign exchange instruments, Chase may enter into
offsetting positions.
To reduce credit risk, management may deem it necessary to obtain
collateral. The amount and nature of the collateral obtained is based on
management's credit evaluation of the customer. Collateral held varies but may
include cash, securities, accounts receivable, inventory, property, plant and
equipment and real estate.
Derivatives and foreign exchange instruments are generally either
negotiated over-the-counter ("OTC") contracts or standardized contracts executed
on a recognized exchange. Standardized exchange-traded derivatives primarily
include futures and options. Negotiated OTC derivatives are generally entered
into between two counterparties that negotiate specific agreement terms,
including the underlying instrument, amount, exercise price and maturity.
Included as part of the preceding notional table are transactions
involving "when-issued securities", which Chase enters into primarily as part of
its trading activities. When-issued securities are commitments to purchase or
sell securities authorized for issuance, but not yet actually issued, and are
not recorded on the balance sheet until issued. However, these commitments are
marked-to-market with the resulting gains or losses reflected in trading
revenue.
THE CHASE MANHATTAN CORPORATION 67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
19 - OFF-BALANCE SHEET LENDING-RELATED FINANCIAL INSTRUMENTS
--------------------------------------------------------------------------------
In addition to derivative and foreign exchange instruments, Chase also utilizes
lending-related financial instruments in order to meet the financing needs of
its customers. Chase issues commitments to extend credit, standby and other
letters of credit and guarantees, and also provides securities-lending services.
For lending-related financial instruments, the contractual amount of the
financial instrument represents the maximum potential credit risk if the
counterparty does not perform according to the terms of the contract. A large
majority of these commitments expire without being drawn upon. As a result,
total contractual amounts are not representative of Chase's actual future credit
exposure or liquidity requirements for these commitments.
In accordance with the AICPA Audit Guide, Chase allocated $170 million of
its allowance for credit losses to lending-related commitments, which is
reported in Other Liabilities. See Note One on page 52.
The following table summarizes the contract amounts relating to Chase's
lending-related financial instruments at December 31, 1997 and 1996.
Off-Balance Sheet Lending-Related Financial Instruments
Unfunded commitments to extend credit are agreements to lend to a customer who
has complied with predetermined contractual conditions. Commitments generally
have fixed expiration dates.
Standby letters of credit and guarantees are conditional commitments
issued by Chase generally to guarantee the performance of a customer to a third
party in borrowing arrangements, such as commercial paper, bond financing,
construction and similar transactions. The credit risk involved in issuing
standby letters of credit is essentially the same as that involved in extending
loan facilities to customers and may be reduced by participations to third
parties. Chase holds collateral to support those standby letters of credit and
guarantees written when deemed necessary.
Customers' securities lent are customers' securities held by Chase, as
custodian, which are lent to third parties. Chase obtains collateral, with a
market value exceeding 100% of the contract amount, for customers' securities
lent, which is used to indemnify customers against possible losses resulting
from third-party defaults.
--------------------------------------------------------------------------------
20 - CREDIT RISK CONCENTRATIONS
--------------------------------------------------------------------------------
Concentrations of credit risk arise when a number of customers are engaged in
similar business activities, or activities in the same geographic region, or
have similar economic features that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic
conditions.
Chase regularly monitors various segments of its credit risk portfolio to
assess potential concentration risks and to obtain collateral when deemed
necessary. The initial segmentation of the portfolio for this purpose is by
product within the consumer portfolio and by industry and geography within the
commercial portfolio. The table below indicates major product and industry
segments including both on-balance sheet (principally loans) and off-balance
sheet (principally commitments to extend credit) exposures.
Chase's exposures within these major segments can be diversified by risk
ratings, maturity and geography and segmented within industry classifications.
These diversification factors reduce concentration risk. For geographic and
other concentrations, reference is made to the following areas of the MD&A:
--------------------------------------------------------------------------------
Residential Mortgage Loans
by Geographic Region Table on Page 31
--------------------------------------------------------------------------------
Domestic Credit Card Receivables
by Geographic Region Table on Page 32
--------------------------------------------------------------------------------
Auto Financings Second Paragraph on Page 33
--------------------------------------------------------------------------------
Domestic Commercial Real Estate Fourth Paragraph on Page 33
--------------------------------------------------------------------------------
Industry Diversification Page 34
--------------------------------------------------------------------------------
Cross-Border Exposure Second and Third Paragraphs on Page 34
--------------------------------------------------------------------------------
Derivative and Foreign Exchange
Financial Instruments Seventh and Eighth Paragraph on Pages 35-36
--------------------------------------------------------------------------------
68 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
21 - FAIR VALUE OF FINANCIAL INSTRUMENTS
--------------------------------------------------------------------------------
The fair value of a financial instrument is the current amount that would be
exchanged between willing parties (other than in a forced sale or liquidation),
and is best evidenced by a quoted market price, if one exists.
Quoted market prices are not available for a significant portion of
Chase's financial instruments. As a result, the fair values presented are
estimates derived using present value or other valuation techniques and may not
be indicative of net realizable value. In addition, the calculation of estimated
fair value is based on market conditions at a specific point in time and may not
be reflective of future fair values.
Certain financial instruments and all nonfinancial instruments are
excluded from the scope of SFAS 107. Accordingly, the fair value disclosures
required by SFAS 107 provide only a partial estimate of the fair value of Chase.
For example, the values associated with the various ongoing businesses that
Chase operates are excluded. Chase has developed long-term relationships with
its customers through its deposit base and its credit card accounts, commonly
referred to as core deposit intangibles and credit card relationships. In the
opinion of management, these items in the aggregate add significant value to
Chase, but their fair value is not disclosed in this Note.
Fair values among financial institutions are not comparable due to the
wide range of permitted valuation techniques and numerous estimates that must be
made. This lack of objective valuation standard introduces a great degree of
subjectivity to these derived or estimated fair values. Therefore, readers are
cautioned in using this information for purposes of evaluating the financial
condition of Chase compared with other financial institutions.
The following summary presents the methodologies and assumptions used to
estimate the fair value of Chase's financial instruments required to be valued
using SFAS 107.
FINANCIAL ASSETS
Assets for Which Fair Value Approximates Carrying Value: The fair values of
certain financial assets carried at cost, including cash and due from banks,
deposits with banks, federal funds sold and securities purchased under resale
agreements, due from customers on acceptances, short-term receivables and
accrued interest receivable, are considered to approximate their respective
carrying values due to their short-term nature and negligible credit losses. The
fair value of loans held for accelerated disposition is also considered to
approximate carrying value. See Note One.
Trading Assets: Chase carries trading assets, which include debt and equity
instruments as well as the positive fair value on derivative and foreign
exchange instruments, at estimated fair value.
Securities: Held-to-maturity securities are carried at amortized cost.
Available-for-sale securities and related derivative contracts are carried at
fair value. The fair value of actively-traded securities is determined by the
secondary market, while the fair value for nonactively-traded securities is
based on independent broker quotations.
Loans: Loans are valued using methodologies suitable for each loan type.
The fair value of Chase's commercial loan portfolio is estimated by
assessing the two main risk components of the portfolio: credit and interest.
The estimated cash flows are adjusted to reflect the inherent credit risk and
then discounted, using rates appropriate for each maturity that incorporate the
effects of interest rate changes. Generally, emerging market loans are valued
based on secondary market prices.
For consumer installment loans (including auto financings) and residential
mortgages for which market rates for comparable loans are readily available, the
fair values are estimated by discounting cash flows, adjusted for prepayments.
The discount rates used for consumer installment loans are current rates offered
by commercial banks and thrifts. For residential mortgages, secondary market
yields for comparable MBSs, adjusted for risk, are used. The fair value of
credit card receivables is estimated by discounting expected cash flows. The
discount rates used for credit card receivables incorporate the effects of
interest rate changes only, since the estimated cash flows are adjusted for
credit risk.
Other Assets: This caption consists primarily of equity investments, including
venture capital investments. The fair value of these investments is determined
on an individual basis. The valuation methodologies include market values of
publicly-traded securities, cash flow analyses and reference to values of
comparable private companies.
FINANCIAL LIABILITIES
Liabilities for Which Fair Value Approximates Carrying Value: SFAS 107 requires
that the fair value disclosed for deposit liabilities with no stated maturity
(i.e., demand, savings and certain money market deposits) be equal to the
carrying value. SFAS 107 does not allow for the recognition of the inherent
funding value of these instruments.
The fair value of foreign deposits, federal funds purchased and securities
sold under repurchase agreements, commercial paper, other borrowed funds,
acceptances outstanding, accounts payable and accrued liabilities are considered
to approximate their respective carrying values due to their short-term nature.
Domestic Time Deposits: The fair value of time deposits is estimated by
discounting cash flows based on contractual maturities at the interest rates for
raising funds of similar maturity.
THE CHASE MANHATTAN CORPORATION 69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Trading Liabilities: Chase carries trading liabilities, which include securities
sold, not yet purchased, structured notes as well as derivative and foreign
exchange instruments, at estimated fair value.
Long-Term Debt-Related Instruments: The valuation of long-term debt, including
the guaranteed preferred beneficial interest in Chase's junior subordinated
deferrable interest debentures, takes into account several factors, including
current market interest rates and Chase's credit rating. Quotes are gathered
from various investment banking firms for indicative yields for Chase's
securities over a range of maturities.
Chase has reviewed the unfunded portion of commitments to extend credit as
well as standby and other letters of credit and has determined that the fair
value of such financial instruments is not material.
The following table presents the carrying value and estimated fair value
at December 31, 1997 and 1996 of financial assets and liabilities valued under
SFAS 107 and certain derivative contracts used for ALM activities related to
these financial assets and liabilities. The table excludes those derivative
contracts used by Chase to manage the risks associated with its mortgage
servicing rights that are not required to be fair valued under SFAS 107. At
December 31, 1997, the carrying value of these derivative contracts was $109
million, and gross unrecognized gains and losses were $107 million and $7
million, respectively, resulting in an estimated fair value of $209 million.
(a) Includes the carrying value and estimated fair value of derivative
contracts used for ALM activities.
(b) The carrying value and estimated fair value of daily margin settlements on
open futures contracts are primarily included in Other Assets on the
balance sheet, except when used in connection with available-for-sale
securities, which are carried at fair value and are included in
Securities: Available-for-Sale on the balance sheet. Chase uses these
contracts in its ALM activities to modify the interest rate
characteristics of balance sheet instruments such as available-for-sale
securities, loans and deposits. Gross unrecognized losses from daily
margin settlements on open futures contracts were $3 million at December
31, 1997, in contrast to an unrecognized net gain of $3 million at
December 31, 1996.
(c) The carrying value of derivatives used for ALM activities is recorded as
receivables and payables and is primarily included in Other Assets on the
balance sheet, except derivatives used in connection with
available-for-sale securities, which are carried at fair value and are
included in Securities: Available-for-Sale on the balance sheet.
(d) Included in other assets are derivative contracts entered into prior to
January 1, 1995 and used in place of cash market instruments. Effective
January 1, 1995, this practice was discontinued. At December 31, 1997,
deferred gains and losses associated with anticipatory ALM transactions
were insignificant.
(e) Derivative contracts used for ALM activities were valued using market
prices or pricing models consistent with methods used by Chase in valuing
similar instruments used for trading purposes.
70 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
22 - PARENT COMPANY
--------------------------------------------------------------------------------
Parent Company - Balance Sheet
(a) At December 31, 1997, aggregate annual maturities for all issues for the
years 1998 through 2002 were $1,080 million, $1,523 million, $984 million,
$955 million and $1,079 million, respectively.
Parent Company - Statement of Income
(a) Includes a noncash dividend of $657 million.
Parent Company - Statement of Cash Flows
THE CHASE MANHATTAN CORPORATION 71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
23 - INTERNATIONAL OPERATIONS
--------------------------------------------------------------------------------
The following table presents average assets and income statement information
relating to the international and domestic operations of Chase by major
geographic areas, based on the domicile of the customer. Chase defines
international activities as business transactions that involve customers
residing outside of the United States. However, a definitive separation of
Chase's domestic and foreign businesses cannot be performed because many of
Chase's domestic operations service international business.
As these operations are highly integrated, estimates and subjective
assumptions have been made to apportion revenue and expenses between domestic
and international operations. For a discussion of these estimates and
allocations, see paragraphs two and three of Lines of Business Results on page
21 of the MD&A.
(a) Revenue is comprised of Net Interest Income and Noninterest Revenue.
(b) Expense is comprised of Noninterest Expense and Provision for Credit
Losses.
(c) No geographic region included in Other exceeds 10% of the total for Chase.
--------------------------------------------------------------------------------
24 - COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------
At December 31, 1997, Chase and its subsidiaries were obligated under a number
of noncancelable operating leases for premises and equipment used primarily for
banking purposes. Certain leases contain rent escalation clauses for real estate
taxes and other operating expenses and renewal option clauses calling for
increased rents. No lease agreement imposes any restrictions on Chase's ability
to pay dividends, engage in debt or equity financing transactions, or enter into
further lease agreements. Future minimum rental payments required under
operating leases with initial and remaining noncancelable lease terms in excess
of one year as of December 31, 1997 were as follows:
72 THE CHASE MANHATTAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total rental expense was as follows:
At December 31, 1997, assets amounting to $55 billion were pledged to
secure public deposits and for other purposes. The significant components of the
pledged assets at December 31, 1997 were as follows: $24 billion were loans, $26
billion were securities, and the remaining $5 billion were primarily trading
assets.
Chase and its subsidiaries are defendants in a number of legal
proceedings. After reviewing with counsel all such actions and proceedings
pending against or involving Chase and its subsidiaries, management does not
expect the aggregate liability or loss, if any, resulting therefrom to have a
material adverse effect on the consolidated financial condition of Chase.
Chase may guarantee the obligations of its subsidiaries. These guarantees
rank on a parity with all other unsecured and unsubordinated indebtedness of
Chase. See Note Six for a discussion of Chase's guarantees of long-term debt
issues for its subsidiaries.
SUPPLEMENTARY DATA--QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
* Note - Excludes the impact of credit card securitizations, restructuring
costs and special items. For a listing of special items, see Glossary of
Terms on page 74.
(a) Effective December 31, 1997, Chase adopted SFAS 128 relating to the
computation of EPS, which replaced primary EPS with basic EPS and
fully-diluted EPS with diluted EPS. Prior period amounts have been
restated.
(b) Includes provision for credit losses, foreclosed property expenses and
charge-offs related to the securitized credit card portfolio.
(c) Chase's common stock is listed and traded on the New York Stock Exchange
and the London Stock Exchange Limited. The high, low and closing prices of
Chase's common stock are from the New York Stock Exchange Composite
Transaction Tape.
THE CHASE MANHATTAN CORPORATION 73
GLOSSARY OF TERMS
The page numbers included after each definition below represent the pages in the
MD&A and Notes to Consolidated Financial Statements where the term is primarily
used.
ACH: "Automated Clearing House," a firm set up and used by member financial
institutions to combine, sort and distribute payment orders. (Page 24)
AICPA: "American Institute of Certified Public Accountants." (Pages 43, 52 and
68)
Asset/Liability Management ("ALM"): The management and control of the
sensitivity of Chase's income to changes in market interest rates. (Page 39)
CHIPS: "Clearing House Interbank Payments System", a money transfer system that
enables banks to make transfers through a central clearinghouse mechanism. (Page
24)
Credit Risk: The possibility that a loss may occur should a borrower or
counterparty fail to honor fully the terms of a contract. (Pages 29 and 35)
Derivative and Foreign Exchange Instruments: Interest rate swaps, forward rate
agreements, futures, forwards, options, equity, commodity and other contracts
used for asset and liability management or trading purposes. The instruments
represent contracts with counterparties where payments are made to or from the
counterparty based upon specific interest rates, currency levels, other market
rates, or on terms predetermined by the contract. (Pages 35 and 66)
Efficiency Ratio: Noninterest expense as a percentage of the total of net
interest income and noninterest revenue (excluding restructuring costs,
foreclosed property expense, special items and costs associated with the REIT).
(Pages 18, 19 and 27)
FASB: Financial Accounting Standards Board. (Page 43)
FedWire: A computerized money transfer system linking the U.S. Federal Reserve
System banks, branches and member banks. (Page 24)
FDICIA: The Federal Deposit Insurance Corporation Improvement Act of 1991
pursuant to which each Federal banking regulator was required to revise its
risk-based capital standards to ensure that those standards take adequate
account of interest rate risk, concentration of credit risk and the risk of
nontraditional activities. (Page 65)
Managed Operating Results: Reported results excluding the impact of credit card
securitizations, restructuring costs and special items. (Pages 18 and 19)
Market Risk: The risk of loss resulting from changes in the prices of financial
instruments in the markets in which Chase participates, such as changes in the
value of foreign exchange or fixed-income securities. (Page 35)
Net Yield on Interest-Earning Assets: The average rate for interest-earning
assets less the average rate paid for all sources of funds. (Page 25)
Operating Net Income: Reported net income excluding restructuring costs and
special items. (Pages 18 and 19)
Replacement Cost of Derivative or Foreign Exchange Products: The cost to replace
the derivative or foreign exchange contract at current market rates should the
counterparty default prior to the settlement date. ( Page 35)
SFAS: Statement of Financial Accounting Standards.
SFAS 106: "Employers' Accounting for Postretirement Benefits Other Than
Pensions." (Pages 18 and 62)
SFAS 107: "Disclosures About Fair Value of Financial Instruments." (Page 69)
SFAS 109: "Accounting for Income Taxes." (Pages 18 and 61)
SFAS 114: "Accounting by Creditors for Impairment of a Loan." (Page 56)
SFAS 115: "Accounting for Certain Investments in Debt and Equity Securities."
(Pages 55 and 56)
SFAS 123: "Accounting for Stock Based Compensation." (Page 64)
SFAS 125: "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." (Page 43)
SFAS 127: "Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125." (Page 43)
SFAS 128: "Earnings per Share." (Page 60)
SFAS 130: "Reporting Comprehensive Income." (Page 43)
SFAS 131: "Disclosure About Segments of an Enterprise and Related Information."
(Page 43)
Special Items: In 1997, includes gains on the sales of Chase's remaining
interest in CIT and a partially-owned foreign investment as well as costs
incurred for accelerated vesting of stock based incentive awards. 1996 included
aggregate tax benefits and refunds, the loss on the sale of a building in Japan
and costs incurred in combining Chase's foreign retirement plans. 1995 included
gains on the sales of Chase's investment in Far East Bank and Trust Company,
Chemical New Jersey Holding, Inc. and the loss on the sale of half of Chase's
40% interest in CIT. 1994 and 1993 included charges related to assets held for
accelerated disposition and gains on the sales of such assets as well as gains
on emerging markets past-due interest bond sales. Additionally, 1995 and 1993
included the impact of changes in accounting principles. (Pages 18 and 19)
Statement of Position ("SOP") 98-1: "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." (Page 43)
Underlying Operating Noninterest Expense: Noninterest expense, excluding
restructuring costs, foreclosed property expense, costs associated with the REIT
and special items, before the effects of any merger-related cost savings. (Page
27)
74 THE CHASE MANHATTAN CORPORATION
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS'
EQUITY; INTEREST RATES AND INTEREST DIFFERENTIALS
A three-year summary of Chase's consolidated average balances, interest rates
and interest differentials on a taxable-equivalent basis for the years 1995
through 1997 is provided on pages 76 and 77. Income computed on a
taxable-equivalent basis is the income reported in the Consolidated Statement of
Income adjusted to make income and earning yields on assets exempt from income
taxes (primarily Federal taxes) comparable to other taxable income. The
incremental tax rate used for calculating the taxable equivalent adjustment was
approximately 43% in each of the years 1995 through 1997. A substantial portion
of Chase's securities are taxable.
Within the Consolidated Average Balance Sheet, Interest and Rates summary,
the principal amounts of nonaccrual and renegotiated loans have been included in
the average loan balances used to determine the average interest rate earned on
loans. For additional information on nonaccrual loans, including interest
accrued, see Note One on page 50.
A summary of interest rates and interest differentials segregated between
domestic and foreign operations for the years 1995 through 1997 is presented on
pages 78 and 79. Regarding the basis of segregation between the domestic and
foreign components, see Note Twenty Three at page 72. A portion of Chase's
international operations are funded by domestic sources (intra-company funding).
Generally, the source of such domestic funds is the Parent Company which, in
order to optimize Chase's overall liquidity, deposits its excess short-term
funds with Chase Bank's Nassau Branch to hold until such funds are needed.
Intra-company funding is very short-term in nature and Chase believes such funds
are not subject to cross-border risk.
Domestic net interest income was $6,856 million in 1997, an increase of $135
million from the prior year. The increase in 1997 was primarily attributable to
a higher level of interest-earning assets (for further discussion, see the
section entitled "Net Interest Income" in Management's Discussion and Analysis
at page 25).
Net interest income from foreign operations was $1,327 million for 1997,
compared with $1,534 million in 1996. The decline reflected lower net yields on
interest-earning assets.
The table on pages 80 and 81 presents an analysis of the effect on net
interest income of volume and rate changes for the periods 1997 over 1996 and
1996 over 1995. In this analysis, the change due to the volume/rate variance has
been allocated to volume.
THE CHASE MANHATTAN CORPORATION 75
Consolidated Average Balance Sheet, Interest and Rates
(a) For the years ended December 31, 1997, 1996 and 1995, the annualized rate
for available-for-sale securities based on amortized cost was 6.64%, 6.48% and
7.26%, respectively. (b) Fees and commissions on loans included in loan interest
amounted to $149 million in 1997, $177 million in 1996 and $167 million in 1995.
(c) Includes securities sold but not yet purchased and structured notes. (d) The
ratio of average stockholders' equity to average assets was 5.9% for 1997 and
6.4% for each of 1996 and 1995.
76 THE CHASE MANHATTAN CORPORATION
THE CHASE MANHATTAN CORPORATION 77
INTEREST RATES AND INTEREST DIFFERENTIAL ANALYSIS OF
NET INTEREST INCOME - DOMESTIC AND FOREIGN
78 THE CHASE MANHATTAN CORPORATION
THE CHASE MANHATTAN CORPORATION 79
CHANGE IN NET INTEREST INCOME, VOLUME AND RATE ANALYSIS
80 THE CHASE MANHATTAN CORPORATION
THE CHASE MANHATTAN CORPORATION 81
SECURITIES PORTFOLIO
The amortized cost, estimated fair value and average yield, including the impact
of related derivatives, at December 31, 1997, of Chase's available-for-sale and
held-to-maturity securities by contractual maturity range and type of security
are presented in the table which follows:
(a) Securities with no stated maturity are included with securities with a
remaining maturity of ten years or more. Substantially all of Chase's MBSs and
CMOs are due in ten years or more based on contractual maturity. The estimated
duration, which reflects anticipated future prepayments based on a consensus of
dealers in the market, is approximately 3 years for MBSs, and less than 1 year
for CMOs.
(b) The average yield is based on amortized cost balances at the end of the
year. Yields are derived by dividing interest income, adjusted for the effect of
related derivatives on available-for-sale securities and the amortization of
premiums and accretion of discounts, by total amortized cost. Taxable-equivalent
yields are used, where applicable.
(c) Includes investments in debt securities issued by foreign governments,
corporate debt securities, collateralized mortgage obligations of private
issuers, other debt and equity securities.
(d) For the amortized cost of U.S. Treasury and Federal Agencies, Obligations of
State and Political Subdivisions, and Other securities at December 31, 1996, see
Note Three on pages 54 and 55. At December 31, 1995, the amortized cost of U.S.
Treasury and Federal Agencies, Obligations of State and Political Subdivisions,
and Other securities was $25,181 million, $633 million, and $10,898 million,
respectively.
(e) For the amortized cost of U.S. Treasury and Federal Agencies and Other
securities at December 31, 1996, see Note Three on pages 54 and 55. At December
31, 1995, the amortized cost of U.S. Treasury and Federal Agencies and Other
securities was $4,488 million and $140 million, respectively. There were no
Obligations of State and Political Subdivisions at December 31, 1996 and 1995.
Of the securities held in Chase's securities portfolios, the U.S. Government
and certain of its agencies were the only issuers whose securities exceeded 10%
of Chase's total stockholders' equity at December 31, 1997.
For a further discussion of Chase's securities portfolios, see Note Three on
pages 54 and 55.
82 THE CHASE MANHATTAN CORPORATION
LOAN PORTFOLIO
The table below sets forth the amount of loans outstanding by type for the dates
indicated:
The foreign loan portfolio includes Brady Bonds which are subject to the
provisions of SFAS 115. Commercial mortgages provide financing for the
acquisition or refinancing of commercial properties. Construction loans are
generally originated to finance the construction of real estate projects. When
the real estate project has cash flows sufficient to support a commercial
mortgage, the loan is transferred from construction status to commercial
mortgage status.
For a discussion of Chase's loan outstandings, see "Loan Portfolio" on page
30.
MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES
The following table shows loan maturity distribution based upon the stated terms
of the loan agreements, and sensitivity to changes in interest rates of the loan
portfolio, excluding consumer loans, at December 31, 1997:
(a) Includes demand loans, overdrafts and loans having no stated schedule of
repayments and no stated maturity.
(b) Substantially all foreign loans that meet the accounting definition of a
security pursuant to SFAS 115 mature in over 10 years.
THE CHASE MANHATTAN CORPORATION 83
CROSS-BORDER OUTSTANDINGS
Credits denominated in a currency other than that of the country in which a
borrower is located, such as dollar-denominated loans made overseas, are called
"cross-border" credits. In addition to the credit risk associated with any
borrower, these particular credits are also subject to "country risk" - economic
and political risk factors specific to the country of the borrower that may make
the borrower unable or unwilling to pay principal and interest according to
contractual terms. Other risks associated with these credits include the
possibility of insufficient foreign exchange and restrictions on its
availability. To minimize country risk, Chase monitors its foreign credits in
each country with specific consideration given to maturity, currency, industry
and geographic concentration of the credits.
The following table lists all countries in which Chase's cross-border
outstandings exceeded 1% of consolidated assets as of any of the dates
specified. For a further discussion of Chase's cross-border exposure, see page
34.
CROSS-BORDER OUTSTANDINGS EXCEEDING ONE PERCENT OF TOTAL ASSETS(a)
(a) Outstandings include loans and accrued interest, interest-bearing deposits
with banks, securities, acceptances and other monetary assets, except equity
investments. These outstandings represent both the public and private sectors
and are presented on a risk basis, i.e., net of written guarantees and tangible
liquid collateral when held outside the foreign country. At December 31, 1997,
1996 and 1995, outstandings to Korea were $2,816 million, $2,691 million, and
$2,809 million, respectively, which were in excess of .75% of total assets.
(b) Outstandings exclude equity received in debt-for-equity conversions, which
is recorded initially at fair market value and generally accounted for under the
cost method. Commitments (outstanding letters of credit, standby letters of
credit, guarantees and unused legal commitments) are excluded. At December 31,
1997, off-balance sheet commitments, after adjusting for transfers of risk,
amounted to $2,563 million for Japan, $1,553 million for Germany, $3,652 million
for the United Kingdom, $1,647 million Risk Elements for Canada, $750 million
for Italy and $268 million for Brazil.
The majority of outstandings reflected in the above table were short-term in
nature. These outstandings generally represent interbank placements and trading
assets. Due to the short-term nature of interbank placements and trading assets,
Chase's balances tend to fluctuate greatly and the amount of outstandings at
year-end tends to be a function of timing, rather than representing a consistent
trend.
84 THE CHASE MANHATTAN CORPORATION
RISK ELEMENTS
The following table sets forth the nonperforming assets and contractually
past-due loans at the dates indicated:
(a) Accruing loans past-due 90 days or more as to principal and interest, which
are not characterized as nonperforming loans.
Renegotiated loans are those for which concessions, such as the reduction of
interest rates or deferral of interest or principal payments, have been granted
due to a deterioration in the borrowers' financial condition. Interest on
renegotiated loans is accrued at the renegotiated rates. Certain renegotiated
loan agreements call for additional interest to be paid on a deferred or
contingent basis. Such interest is recognized in income only as collected.
IMPACT OF NONPERFORMING LOANS ON INTEREST INCOME
The following table presents the amount of interest income recorded by Chase on
its nonaccrual and renegotiated loans, excluding loans held for accelerated
disposition, and the amount of interest income on the carrying value of such
loans that would have been recorded if these loans had been current in
accordance with their original terms (i.e., interest at original rates). The
increase in 1997, when compared with 1996, in total negative impact on interest
income reflects a lower level of interest that was recognized in income on a
cash basis.
THE CHASE MANHATTAN CORPORATION 85
SUMMARY OF LOAN LOSS EXPERIENCE
Beginning December 31, 1996, in accordance with the AICPA's Audit and Accounting
Guide for Banks and Savings Institutions, the allowance for credit losses has
been allocated into three components: an allowance for credit losses on loans;
an allowance for credit losses on derivative and foreign exchange financial
instruments; and an allowance for credit losses on lending-related commitments.
For a further discussion see page 36 and Note One at page 52. Prior period
amounts have not been reclassified due to immateriality. Chase views the
aggregate allowance for credit losses to be available for all credit activities.
ALLOWANCE FOR CREDIT LOSSES ON LOANS
The table below summarizes the changes in the allowance for credit losses on
loans during the periods indicated.
(a) Transfer relates to the allowance for credit losses on letters of credit,
guarantees, and undrawn commitments to extend credit. (b) Includes approximately
$160 million related to the purchase of the Bank of New York credit card
portfolio. (c) Transfer relates to the allowance for credit losses on derivative
and foreign exchange financial instruments. (d) Relates primarily to the
consolidation of a foreign subsidiary. (e) Relates primarily to the sale of
banking operations in southern and central New Jersey. (f) Includes $291 million
related to management's final valuation of the emerging markets portfolio. (g)
Includes $55 million related to the decision to accelerate the disposition of
certain nonperforming residential mortgage loans. (h) Includes losses on sales
and swaps of loans previously classified as emerging markets. (i) Includes $175
million of recoveries on the disposition of emerging markets debt.
LOAN LOSS ANALYSIS
(a) Includes a charge of $102 million related to conforming credit card
charge-off policies. See page 31 for a further discussion.
(b) Includes charges for assets transferred to held for accelerated disposition
of $148 million and $701 million in 1994 and 1993, respectively.
86 THE CHASE MANHATTAN CORPORATION
ALLOWANCE FOR CREDIT LOSSES-FOREIGN
The following table shows the changes in the portion of the allowance for credit
losses allocated to loans related to foreign operations:
DEPOSITS
The following data provides a summary of Chase's average deposits and average
interest rates for the years indicated:
The following table presents deposits by maturity range and type at December
31, 1997:
At December 31, 1997, total interest bearing deposits in domestic offices were
$71,576 million, of which $10,629 million were time certificates of deposit in
denominations of $100,000 or more, $11,613 million were other time deposits in
denominations of $100,000 or more, and $42,283 million were money market deposit
accounts and other savings accounts. Deposits of $100,000 or more in foreign
offices totaled $52,192 million, substantially all of which were
interest-bearing.
THE CHASE MANHATTAN CORPORATION 87
SHORT-TERM AND OTHER BORROWED FUNDS
The following data provides a summary of Chase's short-term and other borrowed
funds and weighted-average rates for the years indicated:
(a) Excludes securities sold but not yet purchased and structured notes.
(b) The weighted-average interest rates reflect the impact of local interest
rates prevailing in certain Latin American countries with highly
inflationary economies.
Federal funds purchased represents overnight funds. Securities sold under
repurchase agreements generally mature between one day and three months.
Commercial paper is generally issued in amounts not less than $100,000 and with
maturities of 270 days or less. Other borrowings consist of demand notes, term
Federal funds purchased and various other borrowings in domestic and foreign
offices that generally have maturities of one year or less.
At December 31, 1997, Chase had unused lines of credit available for general
corporate purposes, including the payment of commercial paper borrowings,
amounting to $1.0 billion.
88 THE CHASE MANHATTAN CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on behalf
of the undersigned, thereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By WALTER V. SHIPLEY
-------------------------------
(Walter V. Shipley,
Chairman and Chief Executive
Officer)
Date: March 17, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacity and on the date indicated. Chase does not
exercise the power of attorney to sign on behalf of any Director.
THE CHASE MANHATTAN CORPORATION 89
90 THE CHASE MANHATTAN CORPORATION
APPENDIX I
NARRATIVE DESCRIPTION OF GRAPHIC IMAGE MATERIAL
Pursuant to Item 304 of Regulation S-T, the following is a description of the
graphic image material included in the foregoing Management's Discussion and
Analysis of Financial Condition.
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of The Chase Manhattan Corporation
(incorporated by reference to Exhibit 4.1 to the Registration Statement
on Form S-8 (File No. 333-07941) of The Chase Manhattan Corporation).
3.2 By-laws, as amended as of March 17, 1998, of The Chase Manhattan
Corporation.
4.1 Indenture, dated as of December 1, 1989, between Chemical Banking
Corporation and The Chase Manhattan Bank (National Association), as
succeeded to by Bankers Trust Company, as Trustee (incorporated by
reference to Exhibit 4.9 to the Registration Statement on Form S-3 (File
No. 33-32409) of Chemical Banking Corporation).
4.2(a) Indenture, dated as of April 1, 1987, as amended and restated as of
December 15, 1992, between Chemical Banking Corporation and Morgan
Guaranty Trust Company of New York, as succeeded to by First Trust of New
York, National Association, as Trustee (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K, dated December 22, 1992,
of Chemical Banking Corporation, File No. 1-5805).
4.2(b) Second Supplemental Indenture, dated as of October 8, 1996, between The
Chase Manhattan Corporation and First Trust of New York, National
Association, as Trustee, to the Indenture, dated as of April 1, 1987, as
amended and restated as of December 15, 1992 (incorporated by reference
to Exhibit 4.5 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.3(a) Indenture, dated as of June 1, 1985, between Manufacturers Hanover
Corporation and IBJ Schroder Bank and Trust Company, as Trustee, relating
to the 8 1/2% Subordinated Capital Notes Due February 15, 1999
(incorporated by reference to Exhibit 4(b) to the Current Report on Form
8-K, dated February 27, 1987, of Manufacturers Hanover Corporation, File
No. 1-5923-1).
4.3(b) First Supplemental Indenture, dated as of December 31, 1991, among
Chemical Banking Corporation, Manufacturers Hanover Corporation and IBJ
Schroder Bank and Trust Company, as Trustee, to the Indenture, dated June
1, 1985 (incorporated by reference to Exhibit 4.18(b) to the Annual
Report on Form 10-K, dated December 31, 1991, of Chemical Banking
Corporation, File No. 1-5805).
4.3(c) Second Supplemental Indenture, dated as of October 8, 1996, between The
Chase Manhattan Corporation and IBJ Schroder Bank and Trust Company, as
Trustee, to the Indenture, dated June 1, 1985 (incorporated by reference
to Exhibit 4.12 to the Registration Statement on Form S-3 (File No.
333-14959) of The Chase Manhattan Corporation).
4.4(a) Indenture, dated as of July 1, 1986, between The Chase Manhattan
Corporation and Bankers Trust Company, as Trustee (incorporated by
reference to Exhibit (4)(a) to the Registration Statement on Form S-3
(File No. 33-7299) of The Chase Manhattan Corporation).
4.4(b) First Supplemental Indenture, dated as of November 1, 1990, between The
Chase Manhattan Corporation and Bankers Trust Company, as Trustee, to the
Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit
(4)(b) to the Registration Statement on Form S-3 (File No. 33-40485) of
The Chase Manhattan Corporation).
4.4(c) Second Supplemental Indenture, dated as of May 1, 1991, between The Chase
Manhattan Corporation and Bankers Trust Company, as Trustee, to the
Indenture, dated as of July 1, 1986 (incorporated by reference to Exhibit
(4)(c) to the Registration Statement on Form S-3 (File No. 33-42367) of
The Chase Manhattan Corporation).
4.4(d) Third Supplemental Indenture, dated as of March 29, 1996, among Chemical
Banking Corporation, The Chase Manhattan Corporation and Bankers Trust
Company, as Trustee, to the Indenture, dated as of July 1, 1986
(incorporated by reference to Exhibit 4.18 to the Registration Statement
on Form S-3 (File No. 333-14959) of The Chase Manhattan Corporation).
4.5(a) Amended and Restated Indenture, dated as of September 1, 1993, between
The Chase Manhattan Corporation and Chemical Bank, as Trustee
(incorporated by reference to Exhibit (4)(cc) to the Current Report on
Form 8-K, dated August 19, 1993, of The Chase Manhattan Corporation, File
No. 1-5945).
4.5(b) First Supplemental Indenture, dated as of March 29, 1996, among Chemical
Banking Corporation, The Chase Manhattan Corporation, Chemical Bank, as
resigning Trustee, and First Trust of New York, National Association, as
successor Trustee, to the Amended and Restated Indenture, dated as of
September 1, 1993 (incorporated by reference to Exhibit 4.22 to the
Registration Statement on Form S-3 (File No. 333-14959) of The Chase
Manhattan Corporation).
4.5(c) Second Supplemental Indenture, dated as of October 8, 1996, between The
Chase Manhattan Corporation and First Trust of New York, National
Association, as Trustee, to the Amended and Restated Indenture, dated as
of September 1, 1993 (incorporated by reference to Exhibit 4.23 to the
Registration Statement on Form S-3 (File No. 333-14959) of The Chase
Manhattan Corporation).
4.6(a) Indenture, dated as of May 15, 1993, between Margaretten Financial
Corporation and The Bank of New York, as Trustee, relating to the 6 3/4%
Guaranteed Notes due June 15, 2000 (incorporated by reference to Exhibit
4(a) to the Registration Statement on Form S-3 (No. 33-60262) of
Margaretten Financial Corporation).
4.6(b) Supplemental Indenture, dated as of July 22, 1994, to the Indenture,
dated as of May 15, 1993, among Margaretten Financial Corporation,
Chemical Banking Corporation and The Bank of New York, as Trustee, and
Guarantee, dated as of July 22, 1994, by Chemical Banking Corporation
(incorporated by reference to Exhibit 4.34 to the Current Report on Form
8-K, dated September 28, 1994, of Chemical Banking Corporation, File No.
1-5805).
4.7 Junior Subordinated Indenture, dated as of December 1, 1996, between The
Chase Manhattan Corporation and The Bank of New York, as Debenture
Trustee (incorporated by reference to Exhibit 4.24 to the Registration
Statement on Form S-3 (File No. 333-19719) of The Chase Manhattan
Corporation).
4.8 Guarantee Agreement, dated as of January 24, 1997, between The Chase
Manhattan Corporation and The Bank of New York, as Trustee, with respect
to the Global Floating Rate Capital Securities, Series B, of Chase
Capital II.
4.9 Amended and Restated Trust Agreement, dated as of January 24, 1997, among
The Chase Manhattan Corporation, The Bank of New York, as Property
Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the
Administrative Trustees named therein, with respect to Chase Capital II.
10.1 Deferred Compensation Plan for Non-Employee Directors of The Chase
Manhattan Corporation and The Chase Manhattan Bank, as amended and
restated effective December 1996 (incorporated by reference to
Exhibit 10.1 to the Annual Report on Form 10-K, dated December 31,
1996, of The Chase Manhattan Corporation, File No. 1-5805).
10.2 Post-Retirement Compensation Plan for Non-Employee Directors, as amended
and restated as of May 21, 1996 (incorporated by reference to Exhibit
10.2 to the Annual Report on Form 10-K, dated December 31, 1996, of The
Chase Manhattan Corporation, File No. 1-5805).
10.3 Deferred Compensation Plan of Chemical Banking Corporation and
Participating Companies, as amended through January 1, 1993 (incorporated
by reference to Exhibit 10.5 to the Annual Report on Form 10-K, dated
December 31, 1994, of Chemical Banking Corporation, File No. 1-5805).
10.4 The Chase Manhattan Corporation 1996 Long-Term Incentive Plan
(incorporated by reference to the Schedule 14A, filed on April 17, 1996,
of The Chase Manhattan Corporation, File No. 1-5805).
10.5 The Chase Manhattan 1994 Long-Term Incentive Plan (incorporated herein by
reference to Exhibit 10O to The Chase Manhattan Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994, File No.
1-5945).
10.6 Amendment to The Chase Manhattan 1994 Long-Term Incentive Plan
(incorporated herein by reference to Exhibit 10S to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-5945).
10.7 Chemical Banking Corporation Long-Term Stock Incentive Plan, as amended
and restated as of May 19, 1992 (incorporated by reference to Exhibit
10.7 to the Annual Report on Form 10-K, dated December 31, 1992, of
Chemical Banking Corporation, File No. 1-5805).
10.8 The Chase Manhattan 1987 Long-Term Incentive Plan, as amended
(incorporated by reference to Exhibit 10A to The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31,
1990, File No. 1-5945).
10.9 Amendment to The Chase Manhattan 1987/82 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10T to the Quarterly Report on Form
10-Q, for the quarter ended September 30, 1995, of The Chase Manhattan
Corporation, File No. 1-5945).
10.10 Long Term Incentive Program of Manufacturers Hanover Corporation.
10.11 Key Executive Performance Plan of Chemical Banking Corporation
(incorporated by reference to Exhibit 10.4 to the Annual Report on Form
10-K, dated December 31, 1994, of Chemical Banking Corporation, File No.
1-5805).
10.12 The Chase Manhattan Annual Incentive Arrangement for Certain Executive
Officers (incorporated by reference to Exhibit 10W to the Quarterly
Report on Form 10-Q, for the quarter ended September 30, 1995, of The
Chase Manhattan Corporation, File No. 1-5945).
10.13 Forms of severance agreements as entered into by The Chase Manhattan
Corporation and certain of its executive officers.
10.14 Form of termination agreement as entered into by The Chase Manhattan
Corporation and Donald L. Boudreau (incorporated by reference to the
Annual Report on Form 10-K, dated December 31, 1994, of The Chase
Manhattan Corporation, File No. 1-5945).
10.15 Form of amendment to the termination agreement as entered into by The
Chase Manhattan Corporation and Donald L. Boudreau (incorporated by
reference to the Quarterly Report on Form 10-Q, dated September 30, 1995,
of The Chase Manhattan Corporation, File No. 1-5945).
10.16 Permanent Life Insurance Options Plan (incorporated by reference to
Exhibit 10.11 to the Annual Report on Form 10-K, dated December 31, 1992,
of Chemical Banking Corporation, File No. 1-5805).
10.17 Executive Retirement Plan of Chemical Banking Corporation and Certain
Subsidiaries (incorporated by reference to Exhibit 10.8 to the Annual
Report on Form 10-K, dated December 31, 1995, of Chemical Banking
Corporation, File No. 1-5805).
10.18 Supplemental Retirement Plan of Chemical Bank and Certain Affiliated
Companies, restated effective January 1, 1993 and as amended through
January 1, 1995 (incorporated by reference to Exhibit 10.9 to the Annual
Report on Form 10-K, dated December 31, 1995, of Chemical Banking
Corporation, File No. 1-5805).
10.19 Supplemental Retirement Plan of The Chase Manhattan Bank, as amended
(incorporated by reference to Exhibit 10G of The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31,
1989, File No. 1-5945).
10.20 Further Amendment to the Supplemental Retirement Plan of The Chase
Manhattan Bank (incorporated by reference to Exhibit 10G of The Chase
Manhattan Corporation's Annual Report on Form 10-K for the year ended
December 31, 1990, File No. 1-5945).
10.21 Amendment to Supplemental Retirement Plan of The Chase Manhattan Bank
(incorporated herein by reference to Exhibit 10Z to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-5945).
10.22 Supplemental Benefit Plan of The Chase Manhattan Bank, as amended
(incorporated by reference to Exhibit 10H of The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31,
1990, File No. 1-5945).
10.23 Amendment to Supplemental Benefit Plan of The Chase Manhattan Bank
(incorporated herein by reference to Exhibit 10AA to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-5945).
10.24 TRA86 Supplemental Benefit Plan of The Chase Manhattan Bank, as amended
(incorporated by reference to Exhibit 10I of The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31,
1990, File No. 1-5945).
10.25 Amendment to TRA86 Supplemental Benefit Plan of The Chase Manhattan Bank
(incorporated herein by reference to Exhibit 10BB to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1- 5945).
11.1 Computation of earnings per Common Share.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges and preferred stock
dividend requirements.
21.1 List of Subsidiaries of The Chase Manhattan Corporation.
22.1 Annual Report on Form 11-K of the 401(k) Savings Plan of The Chase
Manhattan Bank (to be filed by amendment pursuant to Rule 15d-21 under
the Securities Exchange Act of 1934).
23.1 Consent of Independent Accountants.
27.1 Financial Data Schedule.