1

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                                                             
       FOR THE QUARTER ENDED SEPTEMBER 30, 1999                                 COMMISSION FILE NUMBER 1-5805
                             ------------------                                                        ------
THE CHASE MANHATTAN CORPORATION ------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-2624428 --------------------------- ----------------- (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
270 PARK AVENUE, NEW YORK, NEW YORK 10017 ------------------------------------------ --------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 270-6000 ------------- 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.... COMMON STOCK, $1 PAR VALUE 824,776,623 -------------------------------------------------------------------------- NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK ON OCTOBER 31, 1999. 2 ================================================================================ FORM 10-Q INDEX
PART I - FINANCIAL INFORMATION Page - ------------------------------ ---- Item 1 Financial Statements - The Chase Manhattan Corporation: Consolidated Balance Sheet at September 30, 1999 and December 31, 1998. 3 Consolidated Statement of Income for three and nine months ended September 30, 1999 and September 30, 1998. 4 Consolidated Statement of Changes in Stockholders' Equity for the nine months ended September 30, 1999 and September 30, 1998. 5 Consolidated Statement of Cash Flows for the nine months ended September 30, 1999 and September 30, 1998. 6 Notes to Consolidated Financial Statements. 7-11 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations. 12-40 Glossary of Terms. 41 PART II - OTHER INFORMATION - --------------------------- Item 1 Legal Proceedings. 42 Item 2 Sales of Unregistered Common Stock. 43 Item 6 Exhibits and Reports on Form 8-K. 43
================================================================================ -2- 3 Item 1. THE CHASE MANHATTAN CORPORATION CONSOLIDATED BALANCE SHEET (IN MILLIONS, EXCEPT SHARE DATA)
SEPTEMBER 30, December 31, 1999 1998 ------------ ------------ ASSETS Cash and Due from Banks $ 16,490 $ 17,068 Deposits with Banks 5,856 7,212 Federal Funds Sold and Securities Purchased Under Resale Agreements 28,368 18,487 Trading Assets: Debt and Equity Instruments 26,069 24,844 Risk Management Instruments 31,123 32,848 Securities: Available-for-Sale 54,138 62,803 Held-to-Maturity (Market Value: $970 at September 30, 1999 and $1,703 at December 31, 1998) 975 1,687 Loans (Net of Allowance for Loan Losses of $3,555 in 1999 and $3,552 in 1998) 169,903 169,202 Premises and Equipment 4,306 4,055 Due from Customers on Acceptances 728 1,223 Accrued Interest Receivable 2,267 2,316 Other Assets 30,821 24,130 ------------ ----------- TOTAL ASSETS $ 371,044 $ 365,875 ============ =========== LIABILITIES Deposits: Domestic: Noninterest-Bearing $ 49,722 $ 47,541 Interest-Bearing 78,993 85,886 Foreign: Noninterest-Bearing 6,363 4,082 Interest-Bearing 84,545 74,928 ------------ ----------- Total Deposits 219,623 212,437 Federal Funds Purchased and Securities Sold Under Repurchase Agreements 43,879 41,632 Commercial Paper 5,996 7,788 Other Borrowed Funds 7,046 7,239 Acceptances Outstanding 728 1,223 Trading Liabilities 37,084 38,502 Accounts Payable, Accrued Expenses and Other Liabilities, Including the Allowance for Credit Losses of $170 in 1999 and 1998 14,615 14,291 Long-Term Debt 16,644 16,187 Guaranteed Preferred Beneficial Interests in Corporation's Junior Subordinated Deferrable Interest Debentures 2,538 2,188 ------------ ----------- TOTAL LIABILITIES 348,153 341,487 ------------ ----------- COMMITMENTS AND CONTINGENCIES (SEE NOTE 9) PREFERRED STOCK OF SUBSIDIARY 550 550 ------------ ----------- STOCKHOLDERS' EQUITY Preferred Stock 928 1,028 Common Stock (Authorized 1,500,000,000 Shares, Issued 881,862,887 Shares at September 30, 1999 and 881,688,611 Shares at December 31, 1998) 882 882 Capital Surplus 9,635 9,836 Retained Earnings 16,210 13,544 Accumulated Other Comprehensive Income (Loss) (1,038) 392 Treasury Stock, at Cost (58,646,535 Shares at September 30, 1999 and 33,703,249 Shares at December 31, 1998) (4,276) (1,844) ------------- ------------ TOTAL STOCKHOLDERS' EQUITY 22,341 23,838 ------------ ----------- TOTAL LIABILITIES, PREFERRED STOCK OF SUBSIDIARY AND STOCKHOLDERS' EQUITY $ 371,044 $ 365,875 ============ ===========
The Notes to Consolidated Financial Statements are an integral part of these Statements. -3- 4 Item 1. (continued) THE CHASE MANHATTAN CORPORATION CONSOLIDATED STATEMENT OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA)
THIRD QUARTER NINE MONTHS -------------------------- ------------------------ 1999 1998 1999 1998 ----------- ----------- ----------- ---------- INTEREST INCOME Loans $ 3,288 $ 3,287 $ 9,662 $ 10,008 Securities 762 874 2,344 2,652 Trading Assets 399 604 1,228 1,996 Federal Funds Sold and Securities Purchased Under Resale Agreements 352 517 1,122 1,742 Deposits with Banks 195 150 540 450 ---------- ---------- ---------- --------- Total Interest Income 4,996 5,432 14,896 16,848 ---------- ---------- ---------- --------- INTEREST EXPENSE Deposits 1,650 1,524 4,806 5,123 Short-Term and Other Borrowings 870 1,378 2,635 4,365 Long-Term Debt 306 324 936 954 ---------- ---------- ---------- --------- Total Interest Expense 2,826 3,226 8,377 10,442 ---------- ---------- ---------- --------- NET INTEREST INCOME 2,170 2,206 6,519 6,406 Provision for Loan Losses 398 272 1,167 932 ---------- ---------- ---------- --------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,772 1,934 5,352 5,474 ---------- ---------- ---------- --------- NONINTEREST REVENUE Investment Banking Fees 486 322 1,388 1,121 Trust, Custody and Investment Management Fees 457 398 1,332 1,129 Credit Card Revenue 441 381 1,258 1,046 Fees for Other Financial Services 637 522 1,777 1,541 Trading Revenue 462 (69) 1,606 722 Securities Gains (1) 261 160 442 Private Equity Gains 377 60 1,215 723 Other Revenue 162 137 696 466 ---------- ---------- ---------- --------- Total Noninterest Revenue 3,021 2,012 9,432 7,190 ---------- ---------- ---------- --------- NONINTEREST EXPENSE Salaries 1,417 1,205 4,217 3,729 Employee Benefits 238 221 731 660 Occupancy Expense 218 198 642 578 Equipment Expense 255 219 737 640 Restructuring Costs -- -- -- 529 Other Expense 853 804 2,667 2,374 ---------- ---------- ---------- --------- Total Noninterest Expense 2,981 2,647 8,994 8,510 ---------- ---------- ---------- --------- INCOME BEFORE INCOME TAX EXPENSE 1,812 1,299 5,790 4,154 Income Tax Expense 625 462 2,037 1,518 ---------- ---------- ---------- --------- NET INCOME $ 1,187 $ 837 $ 3,753 $ 2,636 ========== ========== ========== ========= NET INCOME APPLICABLE TO COMMON STOCK $ 1,168 $ 815 $ 3,698 $ 2,556 ========== ========== ========== ========= NET INCOME PER COMMON SHARE: Basic $ 1.42 $ 0.96 $ 4.44 $ 3.02 ========== ========== ========== ========= Diluted $ 1.37 $ 0.94 $ 4.30 $ 2.93 ========== ========== ========== =========
The Notes to Consolidated Financial Statements are an integral part of these Statements. -4- 5 Item 1. (continued) THE CHASE MANHATTAN CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY NINE MONTHS ENDED SEPTEMBER 30, (IN MILLIONS)
1999 1998 ----------- ----------- PREFERRED STOCK Balance at Beginning of Year $ 1,028 $ 1,740 Issuance of Stock -- 200 Redemption of Stock (100) (912) ----------- ----------- Balance at End of Period $ 928 $ 1,028 ----------- ----------- COMMON STOCK Balance at Beginning of Year $ 882 $ 441 Issuance of Common Stock for a Two-for-One Stock Split -- 441 ----------- ----------- Balance at End of Period $ 882 $ 882 ----------- ----------- CAPITAL SURPLUS Balance at Beginning of Year $ 9,836 $ 10,360 Issuance of Common Stock for a Two-for-One Split -- (441) Shares Issued and Commitments to Issue Common Stock for Employee Stock-Based Awards and Related Tax Effects (201) (67) ----------- ----------- Balance at End of Period $ 9,635 $ 9,852 ----------- ----------- RETAINED EARNINGS Balance at Beginning of Year $ 13,544 $ 11,086 Net Income 3,753 2,636 Cash Dividends Declared: Preferred Stock (55) (80) Common Stock (1,032) (920) ----------- ----------- Balance at End of Period $ 16,210 $ 12,722 ----------- ----------- ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Balance at Beginning of Year $ 392 $ 112 Other Comprehensive Income (Loss) (1,430) 589 ----------- ----------- Balance at End of Period $ (1,038) $ 701 ----------- ----------- TREASURY STOCK, AT COST Balance at Beginning of Year $ (1,844) $ (1,997) Purchase of Treasury Stock (4,172) (1,038) Reissuance of Treasury Stock 1,740 1,068 ----------- ----------- Balance at End of Period $ (4,276) $ (1,967) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY $ 22,341 $ 23,218 =========== =========== COMPREHENSIVE INCOME Net Income $ 3,753 $ 2,636 Other Comprehensive Income (Loss) (1,430) 589 ----------- ----------- Comprehensive Income $ 2,323 $ 3,225 =========== ===========
The Notes to Consolidated Financial Statements are an integral part of these Statements. -5- 6 Item 1. (continued) THE CHASE MANHATTAN CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, (IN MILLIONS)
1999 1998 ----------- --------- OPERATING ACTIVITIES - -------------------- Net Income $ 3,753 $ 2,636 Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: Provision for Loan Losses 1,167 932 Restructuring Costs -- 529 Depreciation and Amortization 1,028 836 Net Change In: Trading-Related Assets 1,519 10,498 Accrued Interest Receivable 49 786 Other Assets (4,870) (6,181) Trading-Related Liabilities (1,338) (7,947) Accrued Interest Payable (1,848) (384) Other Liabilities 1,139 1,296 Other, Net (50) (617) ----------- --------- Net Cash Provided by Operating Activities 549 2,384 ----------- --------- INVESTING ACTIVITIES - -------------------- Net Change In: Deposits with Banks 1,356 (991) Federal Funds Sold and Securities Purchased Under Resale Agreements (11,233) 1,582 Loans Due to Sales and Securitizations 35,621 30,935 Other Loans, Net (37,638) (30,226) Other, Net (592) 136 Proceeds from the Maturity of Held-to-Maturity Securities 712 1,020 Purchases of Held-to-Maturity Securities -- (67) Proceeds from the Maturity of Available-for-Sale Securities 7,119 19,703 Proceeds from the Sale of Available-for-Sale Securities 74,575 129,014 Purchases of Available-for-Sale Securities (75,313) ( 153,000) Proceeds from Sales of Nonstrategic Assets 182 -- Cash Used in Acquisitions (1,252) (254) ----------- --------- Net Cash (Used) by Investing Activities (6,463) (2,148) ----------- --------- FINANCING ACTIVITIES - -------------------- Net Change In: Noninterest-Bearing Domestic Demand Deposits 2,181 (372) Domestic Time and Savings Deposits (6,893) 4,539 Foreign Deposits 11,898 2,464 Federal Funds Purchased and Securities Sold Under Repurchase Agreements 3,599 (7,215) Other Borrowed Funds (1,985) 47 Other, Net (478) (384) Proceeds from the Issuance of Long-Term Debt and Capital Securities 3,430 2,580 Maturity and Redemption of Long-Term Debt (2,640) (1,307) Proceeds from the Issuance of Stock 1,539 1,201 Redemption of Preferred Stock (100) (912) Treasury Stock Purchased (4,172) (1,038) Cash Dividends Paid (1,048) (956) ----------- --------- Net Cash Provided (Used) by Financing Activities 5,331 (1,353) ----------- --------- Effect of Exchange Rate Changes on Cash and Due from Banks 5 (2) ----------- --------- Net (Decrease) in Cash and Due from Banks (578) (1,119) Cash and Due from Banks at January 1, 17,068 15,704 ----------- --------- Cash and Due from Banks at September 30, $ 16,490 $ 14,585 =========== ========= Cash Interest Paid $ 10,225 $ 10,828 ----------- --------- Taxes Paid $ 459 $ 1,025 ----------- ---------
The Notes to Consolidated Financial Statements are an integral part of these Statements. -6- 7 Item 1. (continued) - -------------------------------------------------------------------------------- See Glossary of Terms on page 41 for definition of terms used throughout the Notes to Consolidated Financial Statements. - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ NOTE 1 - BASIS OF PRESENTATION The accounting and financial reporting policies of The Chase Manhattan Corporation ("Chase") conform to generally accepted accounting principles ("GAAP") and prevailing industry practices for interim reporting. Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The unaudited consolidated 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. In the opinion of management, all necessary adjustments have been included for a fair presentation of this interim financial information. The provision for risk management instrument credit losses, previously included in credit costs, is now netted against trading revenue. All prior periods have been restated. NOTE 2 - SECURITIES For a discussion of the accounting policies relating to securities, see Note One of Chase's 1998 Annual Report. Net losses from Available-for-Sale ("AFS") securities sold in the third quarter of 1999 amounted to $1 million (gross gains of $88 million and gross losses of $89 million) and for the nine months of 1999 net gains amounted to $160 million (gross gains of $372 million and gross losses of $212 million). Net gains on sales of these types of securities for the same periods in 1998 amounted to $261 million (gross gains of $354 million and gross losses of $93 million), and $442 million (gross gains of $632 million and gross losses of $190 million), respectively. There were no sales of held-to-maturity securities in the periods presented. The amortized cost and estimated fair value of securities, including the impact of related derivatives, were as follows: ================================================================================
SEPTEMBER 30, 1999 December 31, 1998 -------------------------------- ------------------------- (in millions) AMORTIZED FAIR Amortized Fair AVAILABLE-FOR-SALE SECURITIES: COST VALUE (a) Cost Value (a) ----------- ---------- ---------- ---------- U.S. Government and Federal Agency/Corporation Obligations: Mortgage-Backed Securities $ 28,383 $ 27,103 $ 42,916 $ 42,994 CMOs & U.S. Treasuries 16,762 16,194 9,104 9,376 Debt Securities Issued by Foreign Governments 9,271 9,137 8,176 8,226 Corporate Debt and Equity Securities 924 1,043 1,093 1,313 Other, primarily Asset-Backed Securities (b) 623 661 854 894 ----------- ---------- ---------- ---------- Total Available-for-Sale Securities (c) $ 55,963 $ 54,138 $ 62,143 $ 62,803 =========== ========== ========== ========== HELD-TO-MATURITY SECURITIES (d) $ 975 $ 970 $ 1,687 $ 1,703 =========== ========== ========== ==========
- -------------------------------------------------------------------------------- (a) Gross unrealized gains and losses on available-for-sale securities were $679 million and $2,504 million, respectively, at September 30, 1999 and $771 million and $111 million, respectively, at December 31, 1998. Gross unrealized losses on held-to-maturity securities were $5 million at September 30, 1999. Gross unrealized gains and losses on held-to-maturity securities were $17 million and $1 million, respectively, at December 31, 1998. (b) Includes collateralized mortgage obligations of private issuers, which generally have underlying collateral consisting of obligations of U.S. Government and Federal Agency/Corporation Obligations and obligations of State and Political Subdivisions. (c) Excludes securities classified as loans, which are subject to the provisions of SFAS 115. The amortized cost and fair value of these loans were $195 million and $175 million, respectively, at September 30, 1999. This compares with $623 million and $569 million, respectively, at December 31, 1998. (d) Primarily U.S. Government and Federal Agency/Corporation Obligations. ================================================================================ -7- 8 Item 1. (continued) NOTE 3 - GUARANTEED PREFERRED BENEFICIAL INTERESTS IN CORPORATION'S JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES For a discussion of Chase's wholly owned business trusts, see page 57 of Chase's 1998 Annual Report. At September 30, 1999, seven separate wholly-owned Delaware statutory business trusts established by Chase had issued an aggregate $2,538 million in capital securities, net of discount. During the 1999 second quarter, Chase Capital VII Trust issued $350 million of capital securities having a stated maturity of May 15, 2029 and bearing an interest rate of 7.00%, payable quarterly commencing on July 31, 1999. There were no other issuances or redemptions of capital securities during 1999. NOTE 4 - RESTRUCTURING COSTS For a discussion of Chase's restructuring costs, refer to Note Twelve and page 28 of Chase's 1998 Annual Report. During the 1998 first quarter, Chase incurred a pre-tax charge of $510 million taken in connection with initiatives to streamline support functions and realign certain business activities. As of September 30, 1999, the reserve balance was $198 million, of which $100 million related to staff reductions, $91 million related to dispositions of certain premises and equipment and $7 million related to other expenses. Chase expects that the remaining reserve related to staff reductions will be largely used during the next three to six months. NOTE 5 - COMPREHENSIVE INCOME Comprehensive income for Chase includes net income as well as the change in unrealized gains and losses on available-for-sale securities and foreign currency translation (each of which includes the impact of related derivatives). Chase has presented these items net of tax in the Statement of Changes in Stockholders' Equity. ================================================================================ For Nine Months Ended September 30, (in millions)
1999 1998 ----------------------------------------------------- ------------------------------------------------ NET UNREALIZED ACCUMULATED Net Unrealized Accumulated ACCUMULATED GAIN(LOSS) ON OTHER Accumulated Gain(Loss) on Other TRANSLATION SECURITIES COMPREHENSIVE Translation Securities Comprehensive ADJUSTMENT AVAILABLE-FOR-SALE INCOME Adjustment Available-for-Sale Income ---------- ------------------ ------ ---------- ------------------ ------ Beginning Balance $ 17 $ 375 $ 392 $ 17 $ 95 $ 112 Change During Period -- (1,430) (a) (1,430) -- 589 589 --------- ------- ----------- --------- -------- --------- Ending Balance $ 17 $(1,055) (b) $ (1,038) $ 17 $ 684 (b) $ 701 ========= ======= =========== ========= ======== =========
- -------------------------------------------------------------------------------- (a) The increase in net unrealized loss on AFS securities is due to the rise in interest rates during 1999. (b) Represents the after-tax difference between the fair value and amortized cost of the AFS securities portfolio including securities classified as loans, which are subject to the provisions of SFAS 115. See Note Two. ================================================================================ NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS For a discussion of Chase's fair value methodologies, see Note Twenty-Two of the 1998 Annual Report. The following table presents the financial assets and liabilities valued under SFAS 107. ================================================================================
SEPTEMBER 30, 1999 December 31, 1998 --------------------------------------------- ------------------------------------------ CARRYING ESTIMATED APPRECIATION/ Carrying Estimated Appreciation/ (in millions) VALUE FAIR VALUE (DEPRECIATION) Value Fair Value (Depreciation) - ---------------------------------------------------------------------------------------------------------------------------------- Total Financial Assets $ 358,978 $ 361,668 $ 2,690 $ 355,738 $ 358,559 $ 2,821 ========== =========== =========== =========== Total Financial Liabilities $ 347,297 $ 346,848 449 $ 340,643 $ 340,519 124 ========== =========== --------- =========== =========== ---------- Estimated Fair Value in Excess of Carrying Value $ 3,139 $ 2,945 ========= ==========
================================================================================ Derivative contracts used in connection with Chase's ALM activities had an unrecognized net loss of $827 million at September 30, 1999 and an unrecognized net gain of $110 million at December 31, 1998, both of which are included in the above amounts. -8- 9 Item 1. (continued) NOTE 7 - CAPITAL For a discussion of the calculation of risk-based capital ratios, see Note Eighteen of Chase's 1998 Annual Report. The following table presents the risk-based capital ratios for Chase and its significant banking subsidiaries. At September 30, 1999, Chase and each of its depository institutions were "well capitalized" as defined by banking regulators. ================================================================================
SEPTEMBER 30, 1999 The Chase Chase (in millions, except ratios) Chase (a) Manhattan Bank Texas Chase USA - -------------------------------------------------------------------------------------------------------------------------------- Tier 1 Capital (d) $ 24,451 $ 18,532 $ 1,642 $ 2,404 Total Capital 35,063 26,342 2,306 3,555 Risk-Weighted Assets 297,624 238,569 18,912 32,293 Adjusted Average Assets 363,704 286,260 22,197 34,842 Tier 1 Capital Ratio (b)(d) 8.22% 7.77% 8.68% 7.44% Total Capital Ratio (b)(d) 11.78% 11.04% 12.19% 11.01% Tier 1 Leverage Ratio (c)(d) 6.72% 6.47% 7.40% 6.90% - --------------------------------------------------------------------------------------------------------------------------------
(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) Tier 1 capital or Total capital, as applicable, divided by risk-weighted assets. (c) Tier 1 capital divided by adjusted average assets (net of allowance for loan losses, goodwill and certain intangible assets). (d) The provisions of SFAS 115 do not apply to the calculation of the Tier 1 capital and Tier 1 leverage ratios. ================================================================================ NOTE 8 - DERIVATIVE AND FOREIGN EXCHANGE CONTRACTS Chase utilizes various derivative and foreign exchange contracts for trading purposes and for purposes other than trading, such as ALM. For a discussion of the various financial instruments used and the credit and market risks involved, see Note Nineteen of Chase's 1998 Annual Report. The following table summarizes the aggregate notional amounts of derivative, foreign exchange and other contracts as well as the credit exposure related to these instruments (after taking into account the effects of legally enforceable master netting agreements). ================================================================================
NOTIONAL AMOUNTS (a) CREDIT EXPOSURE SEPTEMBER 30, December 31, SEPTEMBER 30, December 31, (in billions) 1999 1998 1999 1998 - ------------------------------------------------------------------------------------------------------------------------------- Interest Rate Contracts $ 11,022.0 $ 8,171.9 $ 11.9 $ 13.0 Foreign Exchange Contracts 1,931.4 2,040.6 13.8 16.0 Debt, Equity, Commodity and Other Contracts 163.7 140.5 5.7 4.3 -------- -------- Total Credit Exposure Recorded on the Balance Sheet $ 31.4 $ 33.3 ======== ======== - -------------------------------------------------------------------------------------------------------------------------------
(a) Includes notional amount relating to ALM activities totaling $290.5 billion at September 30, 1999, of which $278.0 billion relates to interest rate contracts and $12.5 billion relates to foreign exchange contracts. These amounts compare with $310.7 billion, $252.5 billion and $58.2 billion, respectively, at December 31, 1998. ================================================================================ NOTE 9 - COMMITMENTS AND CONTINGENCIES For a discussion of legal proceedings, see Part II, Item 1 of this Form 10-Q. -9- 10 Item 1. (continued) NOTE 10 - SEGMENT INFORMATION Chase's businesses are organized into three major franchises (segments): Global Bank, National Consumer Services ("NCS") and Global Services. These franchises are based on the nature of the products and services provided, the type or class of customer, and Chase's management organization. Segment results are subject to restatement as appropriate whenever there are refinements in management reporting policies or changes to the management organization. During the third quarter of 1999, organizational changes occurred that are reflected in the lines of business results. The Middle Markets business, which previously reported into the Global Bank franchise, now reports into the National Consumer franchise. The Global Asset Management and Mutual Fund business, which previously was in Corporate, now reports into the Global Bank franchise. All prior periods have been restated to reflect these organizational changes. Chase uses SVA, Operating Earnings and Cash Operating Earnings as measures of franchise profitability. For a definition of these measurements, see Glossary of Terms on page 41. The following table provides Chase's segment results on an operating basis. ================================================================================
(in millions) NATIONAL CORPORATE/ GLOBAL CONSUMER GLOBAL RECONCILING BANK SERVICES SERVICES ITEMS (a) TOTAL ---- -------- -------- --------- ----- THIRD QUARTER 1999 Operating Revenue (b) $ 2,234 $ 2,498 $ 801 $ (104) $ 5,429 Intersegment Revenue (b) (11) -- 30 (19) -- Operating Earnings 663 399 134 (9) 1,187 Cash Operating Earnings (c) 674 435 150 (2) 1,257 Average Managed Assets 231,811 129,561 15,462 5,260 382,094 SVA 247 173 55 64 539 Third Quarter 1998 Operating Revenue (b) $ 1,390 $ 2,295 $ 710 $ (70) $ 4,325 Intersegment Revenue (b) (42) -- 18 24 -- Operating Earnings 291 307 115 25 738 Cash Operating Earnings (c) 301 348 120 32 801 Average Managed Assets 244,707 118,772 11,481 6,332 381,292 SVA (104) 86 53 33 68
- --------------------------------------------------------------------------------
(in millions) NATIONAL CORPORATE/ GLOBAL CONSUMER GLOBAL RECONCILING BANK SERVICES SERVICES ITEMS (a) TOTAL ---- -------- -------- --------- ----- NINE MONTHS 1999 Operating Revenue (b) $ 7,179 $ 7,343 $ 2,308 $ (292) $ 16,538 Intersegment Revenue (b) (42) 1 69 (28) -- Operating Earnings 2,338 1,131 351 (109) 3,711 Cash Operating Earnings (c) 2,371 1,251 397 (89) 3,930 Average Managed Assets 232,104 127,119 15,576 7,105 381,904 SVA 1,117 481 116 22 1,736 Nine Months 1998 Operating Revenue (b) $ 5,764 $ 6,685 $ 2,059 $ (239) $ 14,269 Intersegment Revenue (b) (84) 3 50 31 -- Operating Earnings 1,699 899 334 (62) 2,870 Cash Operating Earnings (c) 1,730 1,024 349 (45) 3,058 Average Managed Assets 253,090 117,989 12,370 5,975 389,424 SVA 522 246 150 18 936
- -------------------------------------------------------------------------------- (a) Corporate/Reconciling Items includes Chase.com and the effects remaining at the Corporate level after the implementation of management accounting policies. (b) Operating Revenue includes Intersegment Revenue, which includes revenue and revenue sharing agreements between segments, net of intersegment expenses. Transactions between business segments are primarily conducted at fair value. (c) Cash Operating Earnings excludes the impact of credit card securitizations, restructuring costs, special items, and amortization of goodwill and certain intangibles. ================================================================================ -10- 11 Item 1. (continued) The table below presents a reconciliation of the combined segment information to Chase's consolidated net income as included in the Consolidated Statement of Income. For a further discussion concerning the results of Chase's business franchises (segments), see Lines of Business Results in the MD&A on pages 13-18. ================================================================================
THIRD QUARTER NINE MONTHS ----------------------------- --------------------------- 1999 1998 1999 1998 ------------- ---------- ----------- ------- (in millions) SEGMENTS' CASH OPERATING EARNINGS $ 1,259 $ 769 $ 4,019 $ 3,103 Corporate/Reconciling Items (2) 32 (89) (45) ---------- --------- ----------- -------- CONSOLIDATED CASH OPERATING EARNINGS 1,257 801 3,930 3,058 Amortization of Goodwill and Certain Intangibles (70) (63) (219) (188) ---------- --------- ----------- -------- CONSOLIDATED OPERATING EARNINGS 1,187 738 3,711 2,870 Special Items and Restructuring Costs -- 99 42 (234) ---------- --------- ----------- -------- CONSOLIDATED NET INCOME $ 1,187 $ 837 $ 3,753 $ 2,636 ========== ========= =========== ========
================================================================================ -11- 12 Part I Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- OVERVIEW - --------------------------------------------------------------------------------
(in millions, except per share THIRD QUARTER NINE MONTHS and ratio data) ------------------------------------------- ------------------------------------- 1999 Over(Under) 1998 1999 Over(Under) 1998 ---- -------------------------- ---- --------------------- OPERATING BASIS (a) Operating Revenue $ 5,429 $ 1,104 26% $ 16,538 $ 2,269 16% Operating Earnings 1,187 449 61 3,711 841 29 Diluted Earnings Per Share 1.37 .55 67 4.25 1.05 33 Shareholder Value Added 539 471 693 1,736 800 85 Cash Operating Earnings 1,257 456 57 3,930 872 29 Return on Average Common Equity 21.7% 860 bp 22.2% 440 bp Efficiency Ratio 55 (500) 53 (200) REPORTED BASIS Net Income $ 1,187 $ 350 42% $ 3,753 $ 1,117 42% Diluted Earnings Per Share 1.37 .43 46 4.30 1.37 47 Return on Average Common Equity 21.7% 680 bp 22.5% 620 bp
- -------------------------------------------------------------------------------- (a) OPERATING BASIS excludes the impact of credit card securitizations, restructuring costs and special items. For a further discussion, see Glossary of Terms on page 41. bp - Denotes basis points; 100 bp equals 1%. ================================================================================ Chase's 1999 third quarter operating earnings were $1.19 billion, diluted earnings per share on an operating basis were $1.37, and return on average common equity was 22%. Operating earnings and diluted earnings per share increased 61% and 67%, respectively, from the third quarter of 1998. For the nine months of 1999, operating earnings and diluted earnings per share rose 29% and 33%, respectively, from the nine months of 1998. Reported diluted earnings per share were $1.37 in the 1999 third quarter, an increase of 46% from the same period in 1998. For the nine months of 1999, reported diluted earnings per share were $4.30, 47% higher than the same prior year period. Reported net income in the 1999 third quarter and for the first nine months of 1999 increased 42% from the same 1998 periods. For a reconciliation of Chase's results as reported in its consolidated financial statements and as presented on an operating basis, see page 19. Operating highlights for the third quarter of 1999 included: - Operating revenues of $5.4 billion, an increase of 26%. - Operating earnings per share of $1.37, an increase of 67%. - Return on average common stockholders' equity ("ROCE") of 22%, with Shareholder Value Added (SVA) of $539 million. - Common stock repurchases of $780 million, on a net basis, with a Tier 1 capital ratio of 8.2%. The strong 1999 third quarter results continued to demonstrate Chase's disciplined approach to managing capital and making investments that propel future growth. BUSINESS FRANCHISES: Each of Chase's three business franchises, Global Banking, National Consumer Services and Global Services, produced third quarter cash operating earnings growth of 25% or more and a return on equity in excess of 20%. In Global Banking, the efficiency ratio was better than 50%, with a cash ROCE of 21%, for the 1999 third quarter. Chase's investment banking businesses continued to gain market share and improve its rankings in league tables. For the nine months of 1999 in the U.S., Chase ranked #1 in loan syndications, #3 in both high yield and investment grade corporate debt securities, and #8 in merger and acquisition advisory. In Global Services, revenue and cash operating earnings growth for the 1999 third quarter were 13% and 25%, respectively. National Consumer Services had revenue growth of 9%, and when combined with improvements in asset quality and expense management, resulted in income growth of 25%. -12- 13 FINANCIAL DISCIPLINE: Expense, credit and capital discipline also contributed to the results. Total operating noninterest expense for the third quarter was almost flat when compared to the 1999 second quarter. Chase continues to manage its operating noninterest expense to support its revenue growth. Credit costs remained stable with second quarter 1999. Although nonperforming assets increased from the second quarter due to a single foreign customer, nonperforming assets as a percentage of total assets remained low at .54%. Finally, the capital discipline imposed by Chase's Shareholder Value Added ("SVA") methodology enabled Chase to repurchase $780 million of its common stock on a net basis during the 1999 third quarter, while maintaining a Tier 1 capital ratio at 8.2%. STRATEGIC PRIORITIES: Actions during the third quarter continue to demonstrate Chase's strategic priorities: a commitment to use resources to strengthen its competitive positions where it has leadership positions. Recent investments by Chase include an acquisition of a major mortgage business, a private-label credit card acquisition and the pending acquisition of Hambrecht & Quist. Progress also continued on Chase.com initiatives, including an initial public offering by Shopnow.com, an internet company in which Chase has both an equity investment and a credit card alliance; and an equity investment in Intellisys, an e-commerce procurement company. Chase has targeted its financial performance goals over time as: -average ROCE of 18% or higher -growth in operating revenues accelerating to 10% per year -double-digit growth in operating earnings per share This Management's Discussion and Analysis contains certain forward-looking statements, including without limitation, statements related to credit, market, liquidity and operating risk. These forward-looking statements are subject to risks and uncertainties and Chase's actual results may differ materially from those included in these statements. Reference is made to Chase's reports filed with the Securities and Exchange Commission, in particular the 1998 Annual Report, for a discussion of factors that may cause such differences to occur. See Glossary of Terms on page 41 for a definition of terms used throughout this Form 10-Q. - -------------------------------------------------------------------------------- LINES OF BUSINESS RESULTS - -------------------------------------------------------------------------------- The table below provides summary financial information on an operating basis for Chase's three major business franchises. For a description of the basis of presentation that management uses to measure and evaluate business unit profitability, see page 19 of the 1998 Annual Report. ================================================================================
GLOBAL BANK NATIONAL CONSUMER SERVICES ------------------------------------------ ----------------------------------------- Third Quarter 1999 Over/(Under) 1998 1999 Over/(Under) 1998 - --------------------------------------------------------------------------------------------------------------------------------- (in millions, except ratios) Operating Revenue $ 2,234 $ 844 61% $ 2,498 $ 203 9% Operating Earnings 663 372 128 399 92 30 Cash Operating Earnings (a) 674 373 124 435 87 25 Average Common Equity 12,707 719 6 7,802 51 1 Average Managed Assets 231,811 (12,896) (5) 129,561 10,789 9 Shareholder Value Added 247 351 NM 173 87 101 Cash Return on Common Equity 20.7% 1,110 bp 21.8% 440 bp Cash Efficiency Ratio 49 (1,700) 50 (100)
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GLOBAL SERVICES TOTAL (b) ------------------------------------------ ----------------------------------------- Third Quarter 1999 Over/(Under) 1998 1999 Over/(Under) 1998 - --------------------------------------------------------------------------------------------------------------------------------- (in millions, except ratios) Operating Revenue $ 801 $ 91 13% $ 5,429 $ 1,104 26% Operating Earnings 134 19 17 1,187 449 61 Cash Operating Earnings (a) 150 30 25 1,257 456 57 Average Common Equity 2,827 860 44 21,328 (353) (2) Average Managed Assets 15,462 3,981 35 382,094 802 -- Shareholder Value Added 55 2 4 539 471 693 Cash Return on Common Equity 20.7% (310) bp 23.0% 870 bp Cash Efficiency Ratio 71 (100) 53 (600)
- -------------------------------------------------------------------------------- (a) CASH OPERATING EARNINGS represent operating earnings excluding the amortization of goodwill and certain intangibles. (b) Total column includes Corporate results. See description of Corporate results on page 18. bp - Denotes basis points; 100bp equals 1%. Note: The Middle Market business, which previously reported into the Global Bank franchise, now reports into the National Consumer Services franchise. The Global Assets Management and Mutual Funds business, which previously was in Corporate, now reports into the Global Bank franchise. Prior periods have been restated. ================================================================================ -13- 14 ================================================================================
GLOBAL BANK NATIONAL CONSUMER SERVICES For Nine Months -------------------------------------------- -------------------------------------- Ended September 30, 1999 Over/ (Under) 1998 1999 Over/(Under) 1998 - --------------------------------------------------------------------------------------------------------------------------------- (in millions, except ratios) Operating Revenue $ 7,179 $ 1,415 25% $ 7,343 $ 658 10% Operating Earnings 2,338 639 38 1,131 232 26 Cash Operating Earnings (a) 2,371 641 37 1,251 227 22 Average Common Equity 12,588 598 5 7,726 (1) -- Average Managed Assets 232,104 (20,986) (8) 127,119 9,130 8 Shareholder Value Added 1,117 595 114 481 235 96 Cash Return on Common Equity 24.9% 610 bp 21.3% 400 bp Cash Efficiency Ratio 45 (500) 50 --
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GLOBAL SERVICES TOTAL (b) For Nine Months ---------------------------------------- ---------------------------------------- Ended September 30, 1999 Over/ (Under) 1998 1999 Over/(Under) 1998 - -------------------------------------------------------------------------------------------------------------------------------- (in millions, except ratios) Operating Revenue $ 2,308 $ 249 12% $ 16,538 $ 2,269 16% Operating Earnings 351 17 5 3,711 841 29 Cash Operating Earnings (a) 397 48 14 3,930 872 29 Average Common Equity 2,821 840 42 21,997 998 5 Average Managed Assets 15,576 3,206 26 381,904 (7,520) (2) Shareholder Value Added 116 (34) (23) 1,736 800 85 Cash Return on Common Equity 18.5% (460) bp 23.6% 460 bp Cash Efficiency Ratio 73 100 52 (200)
- -------------------------------------------------------------------------------- (a) Cash Operating Earnings represent operating earnings excluding the amortization of goodwill and certain intangibles. (b) Total column includes Corporate results. See description of Corporate results on page 18. bp - Denotes basis points; 100bp equals 1%. Note: The Middle Market business, which previously reported into the Global Bank franchise, now reports into the National Consumer Services franchise. The Global Assets Management and Mutual Funds business, which previously was in Corporate, now reports into the Global Bank franchise. Prior periods have been restated. ================================================================================ GLOBAL BANK Global Bank combines the strengths of a leading commercial bank and a leading investment bank to meet the needs of corporations, institutions, governments and wealthy individuals around the world. With operations in approximately 50 countries, including major operations in all key international financial centers, Global Bank integrates a broad range of leading product capabilities, industry knowledge and geographic reach to produce superior customer solutions. Cash operating earnings in the 1999 third quarter were more than double the amount in the same quarter of the prior year, but less than the record breaking second quarter 1999, when Chase benefited from unusually high market-sensitive revenues. For the Global Bank, the 1999 third quarter results were significantly higher than the prior year quarter, as the 1998 third quarter results reflected the adverse market conditions in effect at that time. The 1999 third quarter results continued to reflect Chase's strong competitive position. The efficiency ratio was better than 50%, with a cash ROCE of 21%, for the 1999 third quarter. For the nine months of 1999, operating revenues and cash operating earnings increased 25% and 37%, respectively, over the same period in 1998. These favorable results were driven by strong trading-related revenue, investment banking fees and private equity gains, partially offset by lower securities gains. Chase anticipates that the financial markets may slow down later in the 1999 fourth quarter, as corporations and customers prepare for the Year 2000 implementation. -14- 15 ================================================================================
1999 Over(Under) 1998 --------------------------------------------- ---------------------------------------------- THREE MONTHS ENDED CASH CASH Cash Cash SEPTEMBER 30, OPERATING OPERATING EFFICIENCY Operating Operating Efficiency (in millions, except ratios) REVENUES EARNINGS RATIO Revenues Earnings Ratio -------- -------- ----- -------- -------- ----- Global Markets $ 922 $ 280 54% 64% 359% (2,600) bp Global Investment Banking 402 94 61 100 571 (3,100) Corporate Lending 398 144 27 (1) 2 (100) Chase Capital Partners 294 165 13 NM NM NM Global Private Banking 229 49 63 8 7 -- Other Global Bank (a) (11) (58) NM NM NM NM ---------- -------- Total $ 2,234 $ 674 49% 61% 124% (1,700) bp ========== ======== NINE MONTHS ENDED SEPTEMBER 30, (in millions, except ratios) Global Markets $ 3,192 $ 1,097 47% 34% 73% (1,100) bp Global Investment Banking 1,096 232 66 15 13 200 Corporate Lending 1,164 418 27 1 7 (100) Chase Capital Partners 1,058 608 10 82 95 (600) Global Private Banking 661 133 65 4 (5) 300 Other Global Bank (a) 8 (117) NM NM NM NM ---------- -------- Total $ 7,179 $ 2,371 45% 25% 37% (500) bp ========== ========
- -------------------------------------------------------------------------------- (a) Other Global Bank includes Chase's Global Asset Management and Mutual Funds business and discontinued operations. Total assets under management amounted to $211 billion at September 30, 1999. NM - Not meaningful bp - Denotes basis points; 100 bp equals 1%. ================================================================================ GLOBAL MARKETS Global Markets' activities are diverse, by product and geography, and encompass the trading and sale of foreign exchange, derivatives, fixed income securities and commodities. Chase trades 24 hours a day covering the major cross-border financial markets, as well as many local markets. Also included within Global Markets are Chase's domestic and international treasury units, which have the primary responsibility for managing Chase's interest rate risk exposures and investment securities activities. Treasury results are managed on a total return basis with one of the primary objectives being the creation of economic value over time. Total return combines 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. Chase's trading-related revenues for the third quarter and nine months of 1999 were $679 million and $2,249 million, respectively. The results reflect strong performance in traditional products, including interest rate derivatives, and in other products such as equity derivatives. The total return (pretax before expenses) from interest rate risk management activities amounted to $(14) million and $226 million for the third quarter and nine months of 1999, compared with $351 million and $529 million for the third quarter and nine months of 1998, respectively. The decline in total return is due to the significant rise in interest rates during 1999. GLOBAL INVESTMENT BANKING Global Investment Banking advises corporations, financial institutions, financial sponsors and governments by providing integrated financial solutions and industry expertise to clients globally. Chase's corporate finance client base is extensive and is managed through global client industry groups. Product offerings encompass syndicated finance, high yield securities, mergers and acquisitions advisory, project finance, real estate advisory and placement, restructuring and private placements. Chase is the largest arranger of U.S. corporate debt, with a major presence in both the public and private debt markets, and has built a strong presence in the advisory area by leveraging its debt market leadership. -15- 16 Cash operating earnings for Global Investment Banking rose 571% in the third quarter of 1999 to $94 million, when compared with the same quarter in 1998, reflecting continued growth in market share in mergers and acquisitions advisory, high-yield bond underwriting, and loan syndications. For the nine months of 1999, cash operating earnings increased 13%, reflecting the strong growth over the past two quarters partially offset by the impact of lower trading results on high-yield securities during the first quarter of 1999. CORPORATE LENDING Corporate Lending provides credit and lending services to clients globally within a strategy that emphasizes origination for distribution. An active portfolio management effort is an integral part of corporate lending activities and is focused on managing concentrations by product, borrower, risk grade, industry and geography. The use of SVA for product and customer decisions resulted in higher spreads on retained assets and the disposition of less-SVA-attractive loans. Management expects to continue to manage the commercial loan portfolio for shareholder value rather than revenue growth. In addition, as the largest structurer and syndicator of commercial loans, Chase originates loans for distribution to other financial institutions. In this process, Chase targets retaining, for its own account, approximately 9% of the principal amount of the loan. Revenues and cash operating earnings in the third quarter of 1999 remained flat when compared with the 1998 third quarter. For the nine months of 1999, revenues increased 1%, while cash operating earnings increased 7%, reflecting lower credit costs. CHASE CAPITAL PARTNERS Chase Capital Partners ("CCP") is one of the largest global private equity organizations with approximately $8.5 billion under management, including $5.7 billion in direct equity and equity-related investments and $1.6 billion in fund investments. CCP provides equity and mezzanine financing for a wide variety of investment opportunities in the United States and, to a lesser extent, abroad. During the nine months of 1999, CCP's direct investments totaled approximately $1.5 billion in 102 venture capital, management buyout, recapitalization, growth equity and mezzanine transactions, compared with approximately $1.2 billion in 84 direct investments for the nine months of 1998. Earnings reflected continued strength in the equity markets, a favorable environment for technology and internet initial public offerings (IPOs) (particularly in the second and third quarters of 1999), and the positive impact of maturing investments within the portfolio, partially offset by higher costs to support a higher level of investments. GLOBAL PRIVATE BANK The Global Private Bank serves a global client base of high net worth individuals and families, offering a full range of private banking services as well as access to the broad product capabilities of the Global Bank. Services include investment management, global capital market products and services, risk management, alternative investments such as private equity funds, trust and estate planning, global custody, mutual funds, credit and banking, and philanthropic advisory services. Revenues for the third quarter and the nine months of 1999 grew 8% and 4%, when compared with the same 1998 periods. The revenue growth in the business continues to reflect strong growth rates in the U.S. Cash operating earnings increased 7% and decreased 5% for the third quarter and nine months of 1999, respectively, from comparable 1998 periods, reflecting an increase in expenses due primarily to on-going technology and productivity initiatives. NATIONAL CONSUMER SERVICES National Consumer Services ("NCS") serves more than 30 million customers nationwide offering a wide variety of financial products and services through a diverse array of channels. Characterized by significant scale, and operating under the strong Chase brand, NCS combines nationwide presence with a leading consumer and small business banking franchise in the New York metropolitan tri-state region and key Texas markets. For the third quarter and nine months of 1999, NCS's cash operating earnings increased $87 million and $227 million, respectively, over the same 1998 periods. These increases in cash operating earnings are attributable to growth in origination and servicing volume of residential mortgages and auto loans, higher deposit levels and higher fees including increased level of customer activity through Brown & Company, Chase's discount brokerage firm. Management expects that the rate of growth in NCS revenues for the fourth quarter of 1999 (in comparison to the same quarter of 1998) to be somewhat lower than the 10% year-to-date growth rate. This anticipated moderation in growth rate will be due, in part, to pricing initiatives in the latter part of 1998. -16- 17 ================================================================================
THREE MONTHS ENDED 1999 Over(Under) 1998 SEPTEMBER 30, ------------------------------------------- ---------------------------------------------- (in millions, except ratios) CASH CASH Cash Cash OPERATING OPERATING EFFICIENCY Operating Operating Efficiency REVENUES EARNINGS RATIO Revenues Earnings Ratio -------- -------- ----- -------- -------- ----- Chase Cardmember Services $ 1,003 $ 133 35% 3% 36% (100) bp Regional Consumer Banking 611 103 70 9 11 (100) Chase Home Finance 307 73 55 17 18 (100) Diversified Consumer Services 262 36 57 13 -- 400 Middle Markets 252 63 53 4 15 (200) Other NCS 63 27 NM NM NM NM ---------- -------- Total $ 2,498 $ 435 50% 9% 25% (100) bp ========== ======== NINE MONTHS ENDED SEPTEMBER 30, (in millions, except ratios) Chase Cardmember Services $ 3,020 $ 383 35% 5% 17% -- bp Regional Consumer Banking 1,779 304 70 9 18 (300) Chase Home Finance 870 205 56 16 15 100 Diversified Consumer Services 845 148 52 29 80 (300) Middle Markets 729 172 55 2 6 -- Other NCS 100 39 NM NM NM NM ---------- -------- Total $ 7,343 $ 1,251 50% 10% 22% -- bp ========== ========
- -------------------------------------------------------------------------------- NM - Not meaningful bp - Denotes basis points; 100 bp equals 1%. ================================================================================ CHASE CARDMEMBER SERVICES Chase Cardmember Services ("CCS") ranks as the fifth-largest card issuer in the United States. CCS also reflects the results of Chase's international consumer business, which includes Chase Manhattan Card Company Limited, the third largest credit card issuer in Hong Kong, as well as consumer banking activities primarily in Hong Kong. At September 30, 1999, CCS had a $33 billion world-wide managed credit card portfolio. CCS's cash operating earnings for the third quarter of 1999 were $133 million, a 36% increase over 1998. Cash operating earnings for the nine months of 1999 rose 17% to $383 million. The increases in cash operating earnings reflect higher card usage, pricing initiatives started in late 1998 and improved credit quality. These favorable results were partially offset by higher marketing costs. REGIONAL CONSUMER BANKING Regional Consumer Banking has a leading share of primary bank relationships among consumers and small businesses in the New York metropolitan tri-state area and is a leading retail institution in key Texas markets. Regional Consumer Banking offers customers convenient access to financial services through their choice of distribution channels, including the largest branch and proprietary ATM networks in the New York metropolitan region, plus telephone, PC and Internet services. For the third quarter and nine months of 1999, cash operating earnings increased 11% to $103 million and 18% to $304 million, respectively, compared with the same periods in 1998, benefiting from higher deposit levels coupled with growth in consumer banking fees and strong expense discipline. CHASE HOME FINANCE Chase Home Finance serves more than 3.2 million customers nationwide and is the largest originator and servicer of residential mortgage loans (after the acquisition of the Mellon Mortgage business on September 30, 1999) in the U.S. It is also a leading provider of home-equity secured lending and manufactured housing financing. During the nine months of 1999, $79 billion in residential first-mortgage loans, home-equity and manufactured housing financing were originated, a 40% increase over the same period last year. Management anticipates a decline in origination volume for the fourth quarter of 1999 compared with the same period in the prior year, as a result of increasing interest rates. Chase Home Finance's servicing portfolio increased 58% over the past twelve months and totaled $301 billion at September 30, 1999. Cash operating earnings increased 18% to $73 million and 15% to $205 million for the third quarter and nine months of 1999, respectively. The increases were fueled by growth in originations and servicing revenue, partially offset by lower net interest income as a result of higher funding costs associated with the increase in servicing balances and higher expenses stemming from greater business volume and technology investments. -17- 18 DIVERSIFIED CONSUMER SERVICES Diversified Consumer Services ("DCS") is one of the largest bank originator of auto loans and leases in the United States and a leading provider of student loans and unsecured consumer lending. In addition to its financing activities, DCS offers brokerage services and investment products nationwide and is one of the most diversified bank insurance providers in the U.S. At September 30, 1999, Chase Auto Finance had $24 billion in managed receivables including $21 billion in balance sheet receivables. Cash operating earnings increased 80% in the first nine months of 1999 and was driven by the strong growth in auto finance and by higher revenues in Chase's investment and insurance businesses, offset partially by higher expenses due to increased business volumes. Also included in revenues for the nine months of 1999 were $49 million of gains on sales of student loans, which occurred in the first half of 1999 and reflected a shift to a loan origination and sale strategy. 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 the market leader in the New York metropolitan tri-state area. Cash operating earnings increased in the third quarter and nine months of 1999, compared with the respective 1998 periods, reflecting growth in loan volume along with improved credit quality and disciplined expense management. GLOBAL SERVICES Global Services 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 over $5 trillion in assets and serviced over $3 trillion in outstanding debt at September 30, 1999. 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 volume. For the third quarter and nine months ended September 30, 1999, cash operating earnings for Global Services increased $30 million and $48 million, respectively, when compared with the same periods in 1998. Revenue growth was 13% in the third quarter and 12% for the nine months of 1999, driven in part by acquisitions completed in 1998. These increases were offset partially by a decline in excess deposit balances in cash management services. Expenses for the nine months of 1999 were higher than the same period in 1998, reflecting ongoing investment spending and costs related to Year 2000 initiatives. Management expects that the rate of growth in Global Services revenue for the fourth quarter of 1999 (in comparison to the same quarter of 1998) may be lower than the 12% year-to-date growth rate. This anticipated moderation in the growth rate is due to the inclusion of revenues from an acquisition in the 1998 fourth quarter and the possibility of lower business transaction volume as a result of customer concerns involving the Year 2000. CORPORATE Corporate includes Chase.com and the effects remaining at the Corporate level after the implementation of management accounting policies. Chase.com has a direct management responsibility for new internet related ventures and for working with Chase's lines of businesses to capitalize on internet opportunities. For the third quarter and nine months ended September 30, 1999, Corporate had a cash operating loss of $2 million and $89 million, respectively, compared with cash operating earnings of $32 million and a cash operating loss of $45 million for the same periods in 1998. Prior periods have been restated to reflect refinements in management reporting policies or changes to the management organization. - -------------------------------------------------------------------------------- RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- The following section provides a discussion of Chase's results of operations as reported under generally accepted accounting principles as well as on the operating basis that is used by management in measuring Chase's financial performance. -18- 19 The following table provides a reconciliation between Chase's results as reported in its Consolidated Financial Statements and as presented on an operating basis. Charge-offs and provisions for risk management instruments, included in credit costs prior to 1999, are now netted against trading revenue. All prior periods have been restated. ================================================================================
(in millions, except per share data) THIRD QUARTER 1999 Third Quarter 1998 ------------------------------------------------ --------------------------------------------------- REPORTED CREDIT SPECIAL OPERATING Reported Credit Special Operating RESULTS CARD ITEMS BASIS Results Card Items Basis Revenue: (a) (b) (c) (a) (b) (c) ---------- --------- ------- --------- ------- --------- ------- -------- Market-Sensitive $ 1,541 $ -- $ -- $ 1,541 $ 719 $ -- $ -- $ 719 Less-Market-Sensitive 3,650 238 -- 3,888 3,499 298 (191) 3,606 --------- -------- ------- -------- ------- ------- ------- -------- Total Revenue 5,191 238 -- 5,429 4,218 298 (191) 4,325 Noninterest Expense 2,975 -- -- 2,975 2,651 -- (37) 2,614 --------- -------- ------- -------- ------- ------- ------- -------- Operating Margin 2,216 238 -- 2,454 1,567 298 (154) 1,711 Credit Costs 404 238 -- 642 268 298 -- 566 --------- -------- ------- -------- ------- ------- ------- -------- Income Before Taxes 1,812 -- -- 1,812 1,299 -- (154) 1,145 Tax Expense 625 -- -- 625 462 -- (55) 407 --------- -------- ------- -------- ------- ------- ------- -------- Net Income $ 1,187 $ -- $ -- $ 1,187 $ 837 $ -- $ (99) $ 738 ========= ======== ======= ========= ======= ======= ======= ======== NET INCOME PER COMMON SHARE - --------------------------- Basic $ 1.42 $ 1.42 $ 0.96 $ 0.84 Diluted $ 1.37 $ 1.37 $ 0.94 $ 0.82
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NINE MONTHS 1999 Nine Months 1998 ------------------------------------------------ --------------------------------------------------- Revenue: Market-Sensitive $ 5,012 $ -- $ -- $ 5,012 $ 3,549 $ -- $ -- $ 3,549 Less-Market-Sensitive 10,939 753 (166) 11,526 10,047 864 (191) 10,720 ---------- -------- ------- ---------- -------- ------- ------- --------- Total Revenue 15,951 753 (166) 16,538 13,596 864 (191) 14,269 Noninterest Expense 8,980 -- (100) 8,880 7,979 -- (37) 7,942 ---------- -------- ------- ---------- -------- ------- ------- --------- Operating Margin 6,971 753 (66) 7,658 5,617 864 (154) 6,327 Credit Costs 1,181 753 -- 1,934 934 864 -- 1,798 ---------- -------- ------- ---------- -------- ------- ------- --------- Income Before Restructuring Costs 5,790 -- (66) 5,724 4,683 -- (154) 4,529 Restructuring Costs -- -- -- -- 529 -- (529) -- ---------- -------- ------- ---------- -------- ------- ------- --------- Income Before Taxes 5,790 -- (66) 5,724 4,154 -- 375 4,529 Tax Expense 2,037 -- (24) 2,013 1,518 -- 141 1,659 ---------- -------- ------- ---------- -------- ------- ------- --------- Net Income $ 3,753 $ -- $ (42) $ 3,711 $ 2,636 $ -- $ 234 $ 2,870 ========== ======== ======= ========== ======== ======= ======= ========= NET INCOME PER COMMON SHARE - --------------------------- Basic $ 4.44 $ 4.39 $ 3.02 $ 3.29 Diluted $ 4.30 $ 4.25 $ 2.93 $ 3.20
- -------------------------------------------------------------------------------- (a) Represents results as reported in Chase's financial statements, except that revenues are categorized between market-sensitive and less-market-sensitive revenues, foreclosed property expense is reclassified from noninterest expense to credit costs, and restructuring costs have been separately displayed. Market-sensitive revenues include trading revenues (including trading-related net interest income), investment banking fees, securities gains and private equity gains. (b) This column excludes the impact of credit card securitizations. For securitized receivables, amounts that would previously have been reported as net interest income and as provision for loan losses are instead reported as components of noninterest revenue (credit card revenue and other revenue). (c) Includes restructuring costs and special items. For a description of special items, see Glossary of Terms on page 41. ================================================================================ -19- 20 MARKET-SENSITIVE REVENUE Market-sensitive revenues are, in management's view, typically more sensitive to changes in general market conditions than those revenue components management considers as less-market-sensitive. While components of market-sensitive revenues experience volatility (particularly on a quarter-to-quarter basis), over the past ten years total market-sensitive revenues have increased at a compound annual growth rate ("CAGR") of approximately 14% and have exhibited limited annual volatility around the regression trendline. For the third quarter and nine months, market-sensitive revenues in 1999 increased 114% and 41%, respectively, over the same 1998 periods, reflecting increases in trading-related revenues, investment banking fees and private equity gains. Chase anticipates that the financial markets in the latter part of the 1999 fourth quarter may slow down, as corporations and customers prepare for the Year 2000 implementation. INVESTMENT BANKING FEES Investment banking fees of $486 million in the 1999 third quarter were up 51% from the prior-year quarter and represent the second highest quarter for Chase, immediately following the record 1999 second quarter results. Fees of $1,388 million for the nine months of 1999 were 24% higher than the nine months of 1998. These strong results reflect market share gains in loan syndications, mergers and acquisitions advisory, and corporate bond underwriting, as Chase leverages its broad customer base and leadership positions in attractive markets. TRADING-RELATED REVENUE Trading revenues and related net interest income increased to $679 million for the 1999 third quarter and to $2,249 million for the first nine months of 1999. The results reflect strong performance across a wide variety of trading products. ================================================================================
THIRD QUARTER NINE MONTHS ----------------------------- ----------------------------- (in millions) 1999 1998 1999 1998 ----------- ---------- ------------ ---------- Trading Related Revenue by Type - ------------------------------- Trading Revenue (a) $ 462 $ (69) $ 1,606 $ 722 Trading Related NII (b) 217 145 643 541 --------- -------- ---------- --------- Total $ 679 $ 76 $ 2,249 $ 1,263 ========= ======== ========== ========= Product Diversification - ----------------------- Interest Rate Contracts (c) $ 223 $ 66 $ 805 $ 292 Foreign Exchange Spot and Option Contracts 199 250 616 796 Equities and Commodities (d) 129 19 303 124 Debt Instruments and Other (e) 128 (259) 525 51 --------- --------- ---------- --------- Total $ 679 $ 76 $ 2,249 $ 1,263 ========= ======== ========== =========
- -------------------------------------------------------------------------------- (a) Charge-offs for risk management instruments are included in trading revenue. All prior periods have been restated. (b) 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. (c) Includes interest rate swaps, cross-currency interest rate swaps, foreign exchange forward contracts, interest rate futures and options, forward rate agreements and related hedges. (d) Includes equity securities, equity derivatives, commodities and commodity derivatives. (e) Includes U.S. and foreign government agency securities, corporate debt instruments, emerging markets debt instruments, debt-related derivatives and credit derivatives. ================================================================================ Interest rate contract revenue increased in the third quarter and nine months of 1999 as a result of interest rate movements in the European markets. Foreign exchange spot and option contract revenue declined in the third quarter and for the nine months of 1999, due to reduced volume because of a return to normal volatility in the Asian markets. Equities and commodities revenue increased for both 1999 periods as a result of favorable market conditions for equity derivative products throughout the nine months of 1999. The increase in debt instruments and other resulted from continued improvement in emerging markets activities and high-grade bonds due to the unsettled markets in the 1998 third quarter. Chase disclosed on November 1, 1999 that trading revenues in the fourth quarter would be reduced by approximately $60 million before tax ($40 million after tax) as a result of a correction of trading revenues from previous periods. -20- 21 SECURITIES GAINS Securities losses realized for the 1999 third quarter were $1 million, compared with securities gains of $261 million in the prior year's third quarter. The 1998 third quarter gains were largely from sales of U.S. Government and agency securities. Due to adverse market conditions during the 1998 third quarter, many investors chose safer investments, such as U.S. Treasuries. Total securities gains for the nine months of 1999 were $160 million, a 64% decrease over the same period in 1998. The decline in securities gains was due to a lower level of sales as a result of higher market interest rates, which reduced the market value of these securities. Unrealized net losses in Chase's available-for-sale securities portfolio were approximately $1.8 billion, before taxes, at September 30, 1999, a decrease from a net unrealized gain of approximately $.6 billion, before taxes, at year-end 1998, reflecting a rise in interest rates during 1999. The market valuation does not include the favorable impact of changes in interest rates on related funding. PRIVATE EQUITY GAINS Private equity gains include income from a wide variety of investments in the United States and, to a lesser extent, abroad. Private equity gains in the third quarter and nine months of 1999 were $317 million higher and $492 million higher (an increase of 68%) than the same periods in the prior year. These results reflect gains on investments in companies that had initial public offerings in 1999 and on sales of companies in the telecommunications and internet marketplace. The 1999 third quarter results, while less than the 1999 second quarter, continued to be strong, despite a decline in the market value of a large investment. LESS-MARKET-SENSITIVE REVENUE The less-market-sensitive revenue captions are generally subject to less market volatility than market-sensitive revenues. However, certain components within less-market-sensitive revenue are subject to market volatility, particularly assets that are held-for-sale and are accounted for on either a mark-to-market basis or lower-of-cost-or-market basis. Less-market-sensitive revenues increased by 8% in both the 1999 third quarter and first nine months reflecting across the board increases in all categories for both periods. NET INTEREST INCOME Reported net interest income ("NII") was $2.17 billion for the 1999 third quarter and $6.52 billion for the 1999 nine months. Excluding the impact of $191 million of interest income resulting from prior years' tax refunds which was recognized in the 1998 third quarter, NII increased 8% for the quarter and 5% for the first nine months when compared with the 1998 periods. For purposes of internal analysis, management combines trading-related NII with trading revenue. Therefore, trading-related NII is excluded from the following analysis. -21- 22 The following table provides a reconciliation between reported NII as presented on the Consolidated Statement of Income and operating NII. ================================================================================
THIRD QUARTER NINE MONTHS -------------------------------------- -------------------------------- NET INTEREST INCOME 1999 1998 Change 1999 1998 Change (in millions) ----------- ---------- ------ ---------- -------- ------ Reported NII $ 2,170 $ 2,206 (2)% $ 6,519 $ 6,406 2% Less Interest on Tax Refunds -- (191) -- (191) ---------- ---------- ---------- -------- Subtotal 2,170 2,015 8% 6,519 6,215 5% Add Impact of Credit Card Securitizations 332 374 1,000 1,093 Less Trading-Related NII (217) (145) (643) (541) ---------- ---------- ---------- -------- Operating NII $ 2,285 $ 2,244 2% $ 6,876 $ 6,767 2% ========== ========== ========== ======== AVERAGE INTEREST-EARNING ASSETS (in billions) Reported $ 290.2 $ 286.9 1% $ 290.0 $ 295.8 (2)% Add Impact of Credit Card Securitizations 17.2 18.4 17.6 18.0 Less Trading-Related Assets (53.4) (56.9) (51.3) (64.8) ---------- ---------- ---------- -------- Managed $ 254.0 $ 248.4 2% $ 256.3 $ 249.0 3% ========== ========== ========== ======== NET YIELD ON INTEREST-EARNING ASSETS (a) Reported 2.97% 3.06% (9) bp 3.01% 2.90% 11 bp Add Impact of Credit Card Securitizations .27 .30 (3) .26 .30 (4) Impact of Trading-Related NII .34 .48 (14) .32 .52 (20) Less Impact of Tax Refunds -- (.25)% 25 -- (.08) 8 ---------- ---------- ---------- -------- Managed 3.58% 3.59% (1) bp 3.59% 3.64% (5) bp ========== ========== ========== ========
- -------------------------------------------------------------------------------- (a) Disclosed on a taxable equivalent basis. bp - Denotes basis points; 100 bp equals 1%. ================================================================================ Operating NII of $2.29 billion in the 1999 third quarter and $6.88 billion in the 1999 nine months increased 2% from both the 1998 comparable periods. The increases were primarily due to higher average managed interest-earning assets, particularly domestic consumer loans (notably auto financings), and domestic commercial loans. These increases were partially offset by a decline in the average foreign commercial loan portfolio, as Chase reduced its exposure to emerging markets over the past twelve months. The net yield on a managed basis was 3.58% for the 1999 third quarter, stable with the 1998 third quarter. For the nine months of 1999, it was 3.59%, a five basis point decline from the net yield for the nine months of 1998. A slight improvement in commercial loan spreads was offset by a decline in interest- free balances. As a result of decreases in both the volume and rate earned on interest-free funds, interest-free funds contributed 59 basis points to the net yield in the 1999 third quarter, compared to 83 basis points in the 1998 third quarter, and contributed 61 basis points to the net yield in the nine months of 1999, compared to 83 basis points in the nine months of 1998. TRUST, CUSTODY AND INVESTMENT MANAGEMENT FEES Trust, custody and investment management fees continued their strong performance in the 1999 third quarter and nine months by increasing 15% and 18% over the same periods in 1998. These favorable results were largely attributable to portfolio acquisitions of custody and corporate trust businesses in late 1998 and internally generated growth in investor services and structured finance activities. CREDIT CARD REVENUE The following table provides a reconciliation between reported and operating credit card revenue. Operating credit card revenue excludes the impact of credit card securitizations. - --------------------------------------------------------------------------------
THIRD QUARTER NINE MONTHS ----------------------------- ------------------------------ 1999 1998 1999 1998 (in millions) ----------- ---------- ---------- ---------- Reported Credit Card Revenue $ 441 $ 381 $ 1,258 $ 1,046 Less Impact of Credit Card Securitizations (86) (69) (227) (222) --------- ------- ---------- --------- Operating Credit Card Revenue $ 355 $ 312 $ 1,031 $ 824 ========= ======= ========== =========
================================================================================ -22- 23 Reported credit card revenue rose $60 million, or 16%, in the 1999 third quarter and for the 1999 nine months, revenue increased $212 million, or 20%. These increases were the result of higher late charges and increased credit card customer purchase volume. FEES FOR OTHER FINANCIAL SERVICES - --------------------------------------------------------------------------------
THIRD QUARTER NINE MONTHS --------------------------- ----------------------------- 1999 1998 1999 1998 (in millions) ----------- ---------- ---------- ---------- Service Charges on Deposit Accounts $ 104 $ 92 $ 289 $ 275 Fees in Lieu of Compensating Balances 106 85 287 256 Mortgage Servicing Fees 96 43 238 149 Commissions on Letters of Credit and Acceptances 69 72 207 218 Brokerage and Investment Services 43 35 136 102 Insurance Fees (a) 44 40 124 103 Loan Commitment Fees 44 31 111 101 Other Fees 131 124 385 337 --------- ------- ---------- --------- Total $ 637 $ 522 $ 1,777 $ 1,541 ========= ======= ========== =========
- -------------------------------------------------------------------------------- (a) Insurance amounts exclude certain insurance fees related to credit cards and mortgage products, which are included in those revenue captions. ================================================================================ SERVICE CHARGES ON DEPOSITS increased 13% for the third quarter 1999, due to higher fees charged on overdrafts. FEES IN LIEU OF COMPENSATING BALANCES increased 25% for the third quarter 1999, due to an increase in the fee structure and customer volume. MORTGAGE SERVICING FEES increased by 123% and 60% for the third quarter and nine months of 1999, respectively, due to a larger servicing balance. The servicing portfolio increased 58% from prior year levels due to higher origination volume and an acquisition of mortgage servicing rights. BROKERAGE AND INVESTMENT SERVICES rose $8 million in the third quarter and $34 million in the nine months, due to a significant increase in customer activity through Brown & Company, Chase's discount brokerage firm. In the past year, Brown & Company has tripled its average trades per day to approximately 35,000, two-thirds of which are now on-line. HIGHER INSURANCE FEES in both the 1999 third quarter and nine months reflected increased business volume, a direct result of increased marketing. LOAN COMMITMENT FEES increased 42% for the third quarter of 1999, due to increased volume in investment banking activity. OTHER FEES rose in both the third quarter and for the nine months of 1999 due to ATM fees charged to non-Chase customers, new cash management products and higher business volume across a number of products. OTHER REVENUE ================================================================================
THIRD QUARTER NINE MONTHS -------------------------- ---------------------- 1999 1998 1999 1998 (in millions) ----------- ----------- ---------- --------- Residential Mortgage Origination/Sales Activities $ 95 $ 105 $ 275 $ 241 All Other Revenue 59 25 235 218 --------- -------- ------- -------- Operating Other Revenue 154 130 510 459 Gains on Sales of Non-strategic Assets -- -- 166 -- Other Revenue - Credit Card Securitizations 8 7 20 7 --------- -------- ------- -------- Reported Other Revenue $ 162 $ 137 $ 696 $ 466 ========= ======== ======= ========
================================================================================ Operating other revenue increased 18% for the third quarter of 1999 (over the same period in 1998), due to improved results from the Octagon Credit Investment Fund and a gain on the sale of upstate New York branches. Partially offsetting these increases were lower revenue from residential mortgage activities (which includes origination and sale of loans and selective disposition of mortgage servicing rights) as a result of higher interest rates during the quarter and a gain in the 1998 third quarter from the sale of a foreign operation. The 1999 nine months included gains from the sales of student loans, higher revenue from residential mortgage activities, a reflection of the favorable interest-rate environment in early 1999, as well as improved results from the Octagon Credit Investment Fund, which was established late in the 1998 first quarter. The 1999 nine month reported results included two special gains: $95 million from the sale of One New York Plaza and $71 million from the sale of branches in Beaumont, Texas. -23- 24 NONINTEREST EXPENSE Operating noninterest expense increased 14% and 12% for the third quarter and first nine months of 1999. Both increases were driven primarily by incentive costs tied to higher market sensitive revenues and ongoing technology-related investments. Chase continues to manage its operating noninterest expense to support its revenue growth. ================================================================================
(in millions) THIRD QUARTER NINE MONTHS ----------------------------- ---------------------------- 1999 1998 1999 1998 ----------- ---------- ---------- -------- Salaries $ 1,417 $ 1,168 $ 4,217 $ 3,692 Employee Benefits 238 221 731 660 Occupancy Expense 218 198 642 578 Equipment Expense 255 219 737 640 Other Expense 847 808 2,553 2,372 ---------- --------- ---------- --------- Operating Noninterest Expense 2,975 2,614 8,880 7,942 Special Contribution to the Foundation (a) -- -- 100 -- Restructuring Costs -- -- -- 529 Accelerated Vesting of Stock-Based Incentive Awards -- 37 -- 37 Foreclosed Property Expense (b) 6 (4) 14 2 ---------- --------- ---------- --------- Reported Noninterest Expense $ 2,981 $ 2,647 $ 8,994 $ 8,510 ========== ========= ========== ========= Efficiency Ratio (c) 57% 65% 56% 59% Operating Efficiency Ratio (c) (d) 55% 60% 53% 55%
- -------------------------------------------------------------------------------- (a) Represents a $100 million special contribution to The Chase Manhattan Foundation in the 1999 second quarter. (b) Included within Other Expense on the Consolidated Statement of Income. On an operating basis, these expenses are reflected in Credit Costs. (c) Excludes restructuring costs, foreclosed property expense, costs associated with the REIT and special items. (d) Excludes the impact of credit card securitizations. ================================================================================ The increase in salaries and employee benefits for the 1999 third quarter and nine months was due to higher incentive costs, mainly driven by higher market-sensitive revenue. Also contributing to the increase was the net addition of almost 1,700 full-time equivalent employees as a result of acquisitions (in the mortgage, credit card, and custody and fiduciary services businesses) and growth in certain businesses. ================================================================================
FULL-TIME EQUIVALENT EMPLOYEES SEPTEMBER 30, September 30, 1999 1998 ------------- ------------- Domestic Offices 61,665 60,538 Foreign Offices 11,353 10,806 -------- ------- Total Full-Time Equivalent Employees 73,018 71,344 ======== =======
================================================================================ OCCUPANCY AND EQUIPMENT EXPENSE Occupancy expense increased $20 million in the 1999 third quarter and $64 million during the first nine months of 1999 when compared with same periods in 1998. The increases were primarily due to higher rental costs resulting from business expansions and acquisitions occurring in late 1998 and during 1999. The higher level of equipment expense during the 1999 third quarter and nine months was due to the increase in depreciation expense from the capitalization of costs related to more advanced hardware systems across all businesses. The increase was also related to higher rental costs for Year 2000 compliant computer equipment. For a further discussion of Year 2000 efforts, see Operating Risk Management section on page 34. -24- 25 OTHER EXPENSE ================================================================================
(in millions) THIRD QUARTER NINE MONTHS ----------------------------- ---------------------------- 1999 1998 1999 1998 ----------- ---------- ---------- --------- Professional Services $ 170 $ 180 $ 510 $ 483 Marketing Expense 128 108 356 306 Telecommunications 96 90 284 258 Amortization of Intangibles 70 63 219 188 Travel and Entertainment 54 58 163 177 Minority Interest (a) 12 12 37 36 All Other 317 297 984 924 --------- --------- ---------- --------- Total Operating Other Noninterest Expense 847 808 2,553 2,372 Foreclosed Property Expense 6 (4) 14 2 Special Contribution to the Foundation (b) -- -- 100 -- --------- --------- ---------- --------- Total Reported Other Noninterest Expense $ 853 $ 804 $ 2,667 $ 2,374 ========= ========= ========== =========
- -------------------------------------------------------------------------------- (a) Includes REIT minority interest expense of $11 million in each quarter. (b) Represents a $100 million special contribution to The Chase Manhattan Foundation. ================================================================================ OPERATING OTHER EXPENSE for the 1999 third quarter and nine months increased $39 million and $181 million, respectively, when compared with the third quarter and nine months of 1998. PROFESSIONAL SERVICES COSTS for the first nine months reflect a higher level of contract computer professionals associated with the Year 2000 efforts. The increase in MARKETING EXPENSE was due to higher costs at Chase Cardmember Services. Additionally, costs incurred for the Chase brand campaign and sponsorship of various events also increased marketing expenses. The rise in TELECOMMUNICATIONS COSTS primarily reflects both installation and usage stemming from the growth in business volume at all of Chase's major franchises. The purchase of a global custody business during the fourth quarter 1998 contributed to the increase in the AMORTIZATION OF INTANGIBLES. For the 1999 third quarter and first nine months, ALL OTHER EXPENSE increased $20 million and $60 million, respectively, when compared to the same periods of 1998, reflecting growth in business volume at Chase Cardmember Services and the global custody acquisition. RESTRUCTURING COSTS For a discussion of Chase's restructuring costs, see Note Four on page 8 of this Form 10-Q. CREDIT COSTS Credit costs include provision for loan losses, credit costs associated with credit card securitizations and foreclosed property expense. ================================================================================
THIRD QUARTER NINE MONTHS ----------------------------- ------------------------------ (in millions) 1999 1998 1999 1998 ----------- ---------- ---------- ---------- Provision for Loan Losses $ 398 $ 272 $ 1,167 $ 932 Credit Costs Associated with Credit Card Securitizations 238 298 753 864 Foreclosed Property Expense (a) 6 (4) 14 2 -------- ---------- ---------- --------- Operating Credit Costs (b) $ 642 $ 566 $ 1,934 $ 1,798 ======== ========= ========== =========
- -------------------------------------------------------------------------------- (a) Included in Other Expense on the Consolidated Statement of Income. (b) Excludes provision for risk management instrument credit losses of $183 million in the third quarter of 1998 and $205 million for the nine months of 1998, which are netted against trading revenue. Prior periods have been restated. ================================================================================ Credit costs in 1999 increased from the respective 1998 levels, primarily due to higher credit losses and lower recoveries in the domestic commercial loan portfolio. INCOME TAXES Chase recognized income tax expense of $625 million in the third quarter of 1999 compared with $462 million in the third quarter of 1998. The effective tax rate for each period was 34.5% and 35.6%, respectively. For the nine months, Chase recorded income tax expense of $2.04 billion in 1999, compared with $1.52 billion in 1998, at an effective tax rate of 35.2% and 36.5%, respectively. -25- 26 - -------------------------------------------------------------------------------- CREDIT RISK MANAGEMENT - -------------------------------------------------------------------------------- The following discussion of Chase's credit risk management focuses primarily on developments in 1999 and should be read in conjunction with pages 29-35 and 50-51 of Chase's 1998 Annual Report. The following table presents Chase's credit-related information for the dates indicated. ================================================================================
PAST DUE 90 DAYS & OVER CREDIT-RELATED ASSETS NONPERFORMING ASSETS AND STILL ACCRUING --------------------- -------------------- --------------------------- SEPTEMBER 30, Dec 31, SEPTEMBER 30, Dec 31, SEPTEMBER 30, Dec 31, (in millions) 1999 1998 1999 1998 1999 1998 -------- -------- -------- -------- -------- -------- CONSUMER: Domestic Consumer: 1-4 Family Residential Mortgages $ 42,134 $ 41,831 $ 308 $ 313 $ 2 $ 3 Credit Card - Reported 14,246 14,229 -- -- 252 302 Credit Card Securitizations (a) 18,028 18,033 -- -- 324 379 -------- -------- -------- -------- -------- -------- Credit Card - Managed 32,274 32,262 -- -- 576 681 Auto Financings 18,429 16,456 73 50 3 20 Other Consumer 6,536 8,375 5 6 57 97 -------- -------- -------- -------- -------- -------- Total Domestic Consumer 99,373 98,924 386 369 638 801 Foreign Consumer 2,822 2,939 30 23 11 10 -------- -------- -------- -------- -------- -------- TOTAL CONSUMER 102,195 101,863 416 392 649 811 -------- -------- -------- -------- -------- -------- COMMERCIAL: Domestic Commercial: Commercial and Industrial 47,151 43,123 435 331 29 42 Commercial Real Estate 3,363 3,984 50 41 5 1 Financial Institutions 4,843 6,583 23 1 -- -- -------- -------- -------- -------- -------- -------- Total Domestic Commercial 55,357 53,690 508 373 34 43 Foreign Commercial: Commercial and Industrial 25,565 25,532 884 603 12 7 Commercial Real Estate 203 367 -- -- -- -- Financial Institutions 4,352 4,537 23 22 20 24 Foreign Governments 3,814 4,798 43 50 -- -- -------- -------- -------- -------- -------- -------- Total Foreign Commercial 33,934 35,234 950 675 32 31 Derivative and FX Contracts 31,408 33,255 36 50 -- -- -------- -------- -------- -------- -------- -------- TOTAL COMMERCIAL CREDIT-RELATED 120,699 122,179 1,494 1,098 66 74 -------- -------- -------- -------- -------- -------- Total Managed Credit-Related $ 222,894 $ 224,042 1,910 1,490 $ 715 $ 885 ======== ======== -------- -------- ======== ======== Assets Acquired as Loan Satisfactions 105 116 -------- -------- TOTAL NONPERFORMING ASSETS $ 2,015 $ 1,606 ======== ========
================================================================================
NET CHARGE-OFFS ---------------------------------------------------- Third Quarter Nine Months ---------------------- ---------------------- (in millions) 1999 1998 1999 1998 ------- ------- ------- ------- CONSUMER: Domestic Consumer: 1-4 Family Residential Mortgages $ 9 $ 6 $ 19 $ 22 Credit Card - Reported 207 187 641 550 Credit Card Securitizations (a) 238 298 753 864 ------- ------- ------- ------- Credit Card-Managed 445 485 1,394 1,414 Auto Financings 19 17 57 58 Other Consumer 49 39 144 123 ------- ------- ------- ------- Total Domestic Consumer 522 547 1,614 1,617 Foreign Consumer 9 6 27 14 ------- ------- ------- ------- TOTAL CONSUMER 531 553 1,641 1,631 ------- ------- ------- ------- COMMERCIAL: Domestic Commercial: Commercial and Industrial 57 (58) 106 (75) Commercial Real Estate (2) (3) (13) (9) Financial Institutions 11 (1) 39 (2) ------- ------- ------- ------- Total Domestic Commercial 66 (62) 132 (86) Foreign Commercial: Commercial and Industrial 29 140 139 304 Commercial Real Estate -- -- -- -- Financial Institutions 7 14 5 24 Foreign Governments -- -- (1) (2) ------- ------- ------- ------- Total Foreign Commercial 36 154 143 326 ------- ------- ------- ------- TOTAL COMMERCIAL 102 92 275 240 ------- ------- ------- ------- TOTAL MANAGED LOANS (b) $ 633 $ 645 $ 1,916 $ 1,871 ======= ======= ======= =======
- -------------------------------------------------------------------------------- (a) Represents the portion of Chase's credit card receivables that have been securitized. (b) Excludes charge-offs for risk management instruments, which are netted against trading revenues. -26- 27 Chase's managed credit related assets totaled $223 billion at September 30, 1999, a slight decrease of $1 billion or 1% during the nine months of 1999 reflecting lower derivatives and foreign exchange receivables and foreign commercial loans. Chase's nonperforming assets at September 30, 1999 increased $409 million, or 25%, from the 1998 year-end level. This increase occurred primarily in the foreign commercial loan portfolio, due to one customer. RETAINED NET CHARGE-OFFS increased $48 million during the 1999 third quarter and $156 million for the nine months of 1999, when compared to the same periods in 1998. MANAGED NET CHARGE-OFFS decreased in the 1999 third quarter by $12 million and increased by $45 million for the first nine months of 1999, as compared to 1998. The increase in retained net charge-offs was due primarily to higher charge-off levels in the retained credit card portfolio and lower recoveries on the domestic commercial portfolio. On a managed basis, these increases were offset by lower charge-offs on securitized credit cards. Management expects that credit costs, on a managed basis, will remain relatively stable over the remainder of 1999 and for the full year 1999 will be of a similar magnitude to credit costs incurred in 1998. For the consumer portfolio, management expects net charge-off rates will be slightly lower than in 1998. The commercial charge-off rate varies more than the consumer charge-off rate and, over time, Chase expects annual commercial net charge-offs to be in the range of 40-60 basis points. AVERAGE ANNUAL NET CHARGE-OFF RATES ================================================================================
THIRD QUARTER NINE MONTHS ------------------------------------ ----------------------------- 1999 1998 1999 1998 --------------- --------------- -------------- --------- CONSUMER LOANS: 1-4 Family Residential Mortgages .08% .06% 0.6% .07% Credit Card-Managed (a) 5.53 6.19 5.81 5.94 Auto Financings .41 .49 .42 .56 Other Consumer (b) 2.25 1.43 2.05 1.62 Total Consumer Loans 2.07 2.23 2.13 2.23 COMMERCIAL LOANS: Total Commercial Loans .46 .43 .42 .36 Total Managed Loans 1.33 1.40 1.34 1.34
- -------------------------------------------------------------------------------- (a) Includes domestic and foreign credit card activity. (b) Includes foreign loans. ================================================================================ CONSUMER LOAN PORTFOLIO Residential Mortgage Loans: Residential mortgage loans outstanding remained stable at September 30, 1999, when compared with year-end balances, while the level of nonperforming domestic residential mortgage loans decreased by 2%. The loss rate of .08% for the 1999 third quarter was up slightly from the previous year. However, for the nine months of 1999, net charge-offs decreased by $3 million when compared to the same period in 1998. This portfolio's asset quality continues to be strong. 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. Average managed credit card receivables increased slightly for the three and nine month periods ended September 30, 1999, compared with the same periods last year. The decrease in the net charge-off rate for the third quarter of 1999 and the first nine months was a result of lower customer bankruptcy levels. Management has been targeting net charge-offs, as a percentage of average credit card receivables, to range from 5 1/2 - 6% for the 1999 full year and anticipates continuing improvement in credit quality in the credit card portfolio into next year. MANAGED CREDIT CARD PORTFOLIO (a) ================================================================================
As of or for the As of or for the Three Months Ended Nine Months Ended September 30, September 30, ---------------------- ---------------------- (in millions, except ratios) 1999 1998 1999 1998 ------- ------- ------- ------- Average Credit Card Receivables $32,869 $31,607 $32,510 $31,991 Past Due 90 Days or More and Accruing $ 591 $ 675 $ 591 $ 675 As a Percentage of Average Credit Card Receivables 1.80% 2.14% 1.82% 2.11% Net Charge-offs $ 454 $ 489 $ 1,416 $ 1,425 As a Percentage of Average Credit Card Receivables 5.53% 6.19% 5.81% 5.94%
- -------------------------------------------------------------------------------- (a) Includes domestic and foreign credit card activity. ================================================================================ -27- 28 Auto Financings: Auto financings increased 12%, reflecting continued strong customer demand due to favorable pricing programs. The charge-off rates of .41% for the third quarter and .42% for the nine months of 1999 are indicative of the selective approach to asset origination. Other Consumer: Other domestic consumer loans decreased 22% from the year-end level due to the sale of student loans during the first half of 1999. The increase in the net charge-off rates in 1999 reflects the sale of government-guaranteed student loans and higher losses in certain new and existing product lines. COMMERCIAL PORTFOLIO The DOMESTIC COMMERCIAL portfolio increased $1.7 billion from the 1998 year-end. Net charge-offs were $66 million during the 1999 third quarter and $132 million for the nine months of 1999, compared with net recoveries in the same prior year periods. Net charge-offs for the portfolio remain at a low level, indicative of the portfolio's diversification and strong credit quality. The FOREIGN COMMERCIAL portfolio totaled $33.9 billion at September 30, 1999 and outstandings declined slightly from 1998 year-end levels as Chase continued to reduce its exposure to emerging markets. Nonperforming assets increased $275 million due primarily to a single foreign credit. Net charge-off levels for the 1999 third quarter and nine months decreased in comparison with the prior year by $118 million, or 77%, and $183 million, or 56%, respectively, due to the adverse market conditions in the third quarter of 1998. COUNTRY EXPOSURE The following table presents Chase's country exposure to Asia and Latin America. Country exposure is based on the Federal Financial Institutions Examination Council ("FFIEC") guidelines governing the determination of cross-border risk. For a further discussion of Chase's country exposure, see pages 33-34 of Chase's 1998 Annual Report. SELECTED COUNTRY EXPOSURE (a)
AT SEPTEMBER 30, 1999 At Dec 31, 1998 ---------------------------------------------------------------------------------------------------- GROSS NET COUNTRY RELATED Country LENDING- TRADING- LOCAL LESS CROSS-BORDER RESALE Net Related (in billions) RELATED RELATED COUNTRY LOCAL EXPOSURE AGREEMENTS Cross-Border Resale (b) (c) ASSETS FUNDING (a) (a) Exposure Agreements ---------- ---------- ------ ------- ----------- ----------- -------- ---------- LATIN AMERICA - ------------- Brazil $ 1.1 $ 0.3 $ 1.0 $ (0.6) $ 1.8 $ 1.2 $ 2.3 $ 0.9 Argentina 1.9 0.2 0.3 (0.3) 2.1 0.7 2.3 0.5 Mexico 1.0 0.7 0.4 (0.4) 1.7 0.4 1.8 0.4 Chile 0.8 -- 0.1 (0.1) 0.8 -- 0.9 -- Colombia 0.7 -- -- -- 0.7 -- 0.8 -- Venezuela 0.3 -- -- -- 0.3 0.2 0.4 -- All Other Latin America (d) 0.4 0.5 0.7 (0.7) 0.9 -- 1.0 -- -------- -------- ------- --------- --------- --------- --------- --------- Total Latin America $ 6.2 $ 1.7 $ 2.5 $ (2.1) $ 8.3 $ 2.5 $ 9.5 $ 1.8 ======== ======== ======= ========= ========= ========= ========= ========= ASIAN IMF COUNTRIES - -------------------- South Korea $ 0.6 $ 0.3 $ 0.9 $ (0.4) $ 1.4 $ -- $ 2.4 $ -- Indonesia 0.9 0.1 0.1 (0.1) 1.0 -- 1.2 -- Thailand 0.2 0.1 0.8 (0.4) 0.7 -- 0.9 -- -------- -------- ------- -------- --------- --------- --------- --------- Subtotal 1.7 0.5 1.8 (0.9) 3.1 -- 4.5 -- OTHER EMERGING ASIA - -------------------- Hong Kong 0.6 0.1 4.9 (4.9) 0.7 -- 0.8 -- Singapore 0.7 0.1 0.1 (0.1) 0.8 -- 0.8 -- Philippines 0.2 0.1 0.2 (0.1) 0.4 0.1 0.6 -- Malaysia 0.2 0.1 0.5 (0.1) 0.7 -- 0.6 -- China 0.3 0.1 0.2 (0.1) 0.5 -- 0.6 -- All Other Asia 0.3 0.1 0.2 (0.2) 0.4 -- 0.5 -- -------- -------- ------- -------- --------- --------- --------- --------- Total Asia excluding Japan, Australia and New Zealand $ 4.0 $ 1.1 $ 7.9 $ (6.4) $ 6.6 $ 0.1 $ 8.4 $ -- ======== ======== ======= ======== ========= ========= ========= ========= Japan $ 3.0 $ 1.8 $ 2.1 $ (2.1) $ 4.8 $ 1.0 $ 5.2 $ 1.7 Australia 0.6 0.7 2.7 (2.0) 2.0 -- 1.9 -- New Zealand 0.1 0.3 -- -- 0.4 0.1 0.6 -- -------- -------- ------- --------- --------- --------- --------- --------- Total Japan, Australia and New Zealand $ 3.7 $ 2.8 $ 4.8 $ (4.1) $ 7.2 $ 1.1 $ 7.7 $ 1.7 ======== ======== ======= ======== ========= ========= ========= =========
- -------------------------------------------------------------------------------- (a) Country exposure is based on FFIEC guidelines governing the determination of cross-border risk. Under FFIEC guidelines, resale agreements are reported by the country of the issuer of the underlying security. Chase, however, does not consider the cross-border risk of resale agreements to depend upon the country of the issuer of the underlying security and, as a result, has presented these amounts separately in the above table. (b) Includes loans and accrued interest, interest-bearing deposits with banks, acceptances, other monetary assets, issued letters of credit and undrawn commitments to extend credit. (c) Includes cross-border trading debt and equity instruments and the mark-to-market exposure of foreign exchange and derivative contracts. The amounts associated with foreign exchange and derivative contracts are presented after taking into account the impact of legally enforceable master netting agreements. (d) Excludes Bermuda and Cayman Islands. -28- 29 At September 30, 1999, Chase had approximately $44 million in lending and trading related exposure to Russia, a decrease of $52 million from December 31, 1998. Chase also had at September 30, 1999 approximately $33 million in resale agreements with non-Russian counterparties collateralized by non-ruble denominated Russian debt, a decrease of $54 million during 1999. Chase reduced its exposure to emerging markets in Asia and Latin America from year-end (by 20% and 4%, respectively). Total nonperforming assets in Asia increased by $292 million from 1998 year-end to $793 million at September 30, 1999. Asian commercial loan net charge-offs for the 1999 third quarter and nine months were $22 million and $152 million, respectively, compared with $29 million and $221 million, respectively, in the same 1998 periods. There were net recoveries of $1 million and $3 million for Latin American commercial loans during the third quarter and first nine months of 1999, respectively. Management believes that Chase's current levels of cross-border exposure reflect appropriate levels of business, market, credit and capital risk in light of Chase's cross-border business activities and, accordingly, management currently does not expect there will be significant changes in Chase's cross-border exposures over the balance of 1999 and into early next year. DERIVATIVE AND FOREIGN EXCHANGE CONTRACTS For a discussion of the derivative and foreign exchange contracts utilized in connection with trading and ALM activities, see pages 34-35 and Notes One and Nineteen of Chase's 1998 Annual Report. Counterparties in derivatives and foreign exchange are primarily investment grade financial institutions, most of which are dealers in these products. The following table provides the remaining maturities of derivative and foreign exchange contracts outstanding at September 30, 1999 and December 31, 1998. ================================================================================
AT SEPTEMBER 30, 1999 At December 31, 1998 ------------------------------------------------ ---------------------------------------------------- INTEREST FOREIGN EQUITY, Interest Foreign Equity, RATE EXCHANGE COMMODITY AND Rate Exchange Commodity and CONTRACTS CONTRACTS OTHER CONTRACTS TOTAL Contracts Contracts Other Contracts Total --------- --------- --------------- ----- --------- --------- --------------- ----- Less than 1 year 16% 92% 32% 35% 15% 93% 38% 37% 1 to 5 years 47 6 65 38 48 5 59 37 Over 5 years 37 2 3 27 37 2 3 26 --- --- --- --- --- --- --- --- Total 100% 100% 100% 100% 100% 100% 100% 100% === === === === === === === ===
================================================================================ At September 30, 1999, nonperforming derivative contracts were $36 million, compared with $50 million at December 31, 1998. -29- 30 ALLOWANCES FOR CREDIT LOSSES The following discussion should be read in conjunction with page 35 and Notes One and Five of Chase's 1998 Annual Report. ================================================================================
(in millions, except ratios) SEPTEMBER 30, September 30, Allowances for Credit Losses: (a) 1999 1998 ------- ------- Loans $ 3,555 $ 3,554 Lending-Related Commitments 170 170 - ---------------------------------------------------------------------------------------------------------------- THIRD QUARTER NINE MONTHS ---------------------- ---------------------- 1999 1998 1999 1998 ------- ------- ------- ------- Allowance for Loan Losses at Beginning of Period $ 3,554 $ 3,629 $ 3,552 $ 3,624 Provision for Loan Losses 398 272 1,167 932 Charge-Offs (452) (466) (1,353) (1,300) Recoveries 57 119 190 293 ------- ------- ------- ------- Net Charge-Offs (395) (347) (1,163) (1,007) Other (2) -- (1) 5 ------- ------- ------- ------- Allowance for Loan Losses at End of Period $ 3,555 $ 3,554 $ 3,555 $ 3,554 ======= ======= ======= ======= - ---------------------------------------------------------------------------------------------------------------- Allowance for Loan Losses to: Nonperforming Loans 190% 257% Loans at Period-End 2.05 2.13 Average Loans (Nine months) 2.05 2.11
- -------------------------------------------------------------------------------- (a) During the second quarter of 1999, Chase reclassified the Allowance for Credit Losses on Risk Management Instruments to be included as part of the valuation of its Trading Assets: Risk Management Instruments. ================================================================================ Chase deems its allowances for credit losses at September 30, 1999 to be adequate. Estimating losses is inherently uncertain and depends on many factors, including general macroeconomic and political conditions, rating migration, structural changes within industries which 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 allowances for credit losses. -30- 31 - -------------------------------------------------------------------------------- MARKET RISK MANAGEMENT - -------------------------------------------------------------------------------- The following discussion focuses primarily on developments during 1999 and should be read in conjunction with pages 36-39 and Notes One and Nineteen of Chase's 1998 Annual Report. The table that follows provides information on Chase's value-at-risk on its trading and asset/liability management ("ALM") portfolios. ================================================================================
Trading Portfolio Market Risk-Related ALM Activities --------------------------------------------- -------------------------------------------- Twelve-Month Period Twelve-Month Period Ended September 30, 1999 At Ended September 30, 1999 At ----------------------------------- ------------------------------------- Sept 30, Sept 30, Average Minimum Maximum 1999 Average Minimum Maximum 1999 (in millions) VAR VAR VAR VAR VAR VAR VAR VAR --- --- --- --- --- --- --- --- Interest Rate $ 20.5 $ 10.7 $ 36.5 $ 21.3 $ 77.4 $ 59.9 $ 94.0 $ 87.6 Foreign Exchange 7.5 2.2 21.3 5.9 -- -- -- -- Commodities 3.2 1.9 7.6 7.6 -- -- -- -- Equities 5.8 2.1 10.1 5.2 -- -- -- -- Hedge Fund Investments 4.4 4.1 4.6 4.6 12.7 9.9 15.4 10.2 Less: Portfolio Diversification (17.5) NM NM (18.0) (12.3) NM NM (11.4) ------- ----------- --------- ------- ------- --------- ---------- ------- Total VAR $ 23.9 $ 12.3 $ 41.8 $ 26.6 $ 77.8 $ 59.9 $ 94.0 $ 86.4 ======= ======== ======= ======= ======= ======= ======= =======
- --------------------------------------------------------------------------------
Aggregate Portfolio --------------------------------------------------------------------------------- Average VAR Twelve-Month Period Ended VAR at ------------------------------------- ------------------------------------ Sept 30, 1999 Sept 30, 1998 Sept 30, 1999 Sept 30, 1998 ------------- ------------- ------------- ------------- Trading Portfolio $ 23.9 $ 27.3 $ 26.6 $ 24.7 Market Risk-Related ALM Activities 77.8 48.6 86.4 59.1 Less: Portfolio Diversification (20.2) (21.9) (22.5) (33.3) ------------- ----------- ------------ ----------- Aggregate VAR $ 81.5 $ 54.0 $ 90.5 $ 50.5 ============= =========== ============ ===========
- -------------------------------------------------------------------------------- NM: Because the minimum and maximum VARs may occur on different days for different risk components, it is not meaningful to compute a portfolio diversification effect. Average aggregate VAR (VAR for both trading and ALM activities) for the twelve-month period ended September 30, 1999 was $81.5 million and at September 30, 1999 was $90.5 million. Chase's aggregate average and period-end VARs are less than the sum of the respective trading and ALM VARs shown in the above table (by $20.2 million and $22.5 million, respectively) due to risk offsets, resulting from portfolio diversification which occurs across the trading and ALM portfolios. The increase in the aggregate VAR levels through September 30, 1999 were primarily due to the increase in interest rate volatility over the past twelve months, and the increase in net risk resulting from the Mellon Mortgage Servicing Portfolio acquisition. Chase conducts daily VAR backtesting for both regulatory compliance with the Basle Committee on Banking Supervision market risk capital rules and internal evaluation of VAR against trading revenues. For trading activities, there were no days during the twelve months ended September 30, 1999 in which a daily trading loss exceeded that day's VAR. This compares to an expected number of approximately 3 days under Chase's VAR model. The following chart contains a histogram of daily market risk-related revenue, which is defined as the daily change in value of mark-to-market trading portfolios plus any trading-related net interest income or other revenue. Chase posted positive daily market risk-related revenue for 244 out of 259 business trading days, with 61 business days exceeding positive $20 million. Chase incurred no daily trading losses in excess of $20 million over the past twelve months. -31- 32 [Graphic of Daily Market Risk-Related Revenue - See Appendix I] ASSET/LIABILITY MANAGEMENT MEASURING INTEREST RATE SENSITIVITY: Oversight of Chase's ALM interest rate risk and Market Risk Management functions was consolidated under the Market Risk Committee at the beginning of 1999. At that time, Chase began to extend the market risk procedures and measurements utilized for its trading and investment portfolios to its ALM activities. In order to improve its management of interest rate exposure and as part of the convergence of the ALM and market risk management processes, Chase implemented during the first quarter of 1999 a new measure to estimate the potential change in value to Chase's ALM portfolio as a result of changes in interest rates. This new measure is used in conjunction with existing earnings simulation measures. The new measure, which is called "Basis Point Value" (BPV), quantifies the change in the economic value of Chase's ALM portfolio (non-trading on- and off-balance sheet positions) that would result from a 1 basis point change in interest rates. This same measure is also used to quantify the economic value sensitivity of the ALM positions to basis risk. At September 30, 1999, Chase had a BPV value of $4.1 million (pre-tax), indicating that the economic value of Chase's ALM positions would decline $4.1 million for every 1 basis point increase in interest rates, assuming all rates moved in parallel together. This compares with a BPV of $6.4 million at December 31, 1998. The BPV measure is generally "symmetrical"; that is, a 1 basis point decrease in interest rates at September 30, 1999 would result in a $4.1 million (pre-tax) increase in economic value. The BPV measure includes exposure to U.S. dollar interest rates as well as exposure to non-U.S. dollar interest 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 reported BPV value may not represent the actual change in economic value of Chases' ALM portfolio. At September 30, 1999, based on Chase's simulation models and applying immediate increases to various market interest rates (100 bp increase for US dollar-denominated positions and a range from 100 bp to 1500 bp increases for non-US dollar-denominated positions), earnings at risk over the next twelve months are estimated to be approximately 3% of projected 1999 net income. During 1998, Chase's earnings at risk to an immediate rise in interest rates averaged less than 4% of net income for 1998. The hypothetical rate shocks are used to calculate risk that Chase believes to be reasonably possible of occurring in the near term, but these scenarios do not necessarily represent management's current view of future market interest rate developments. -32- 33 Impact of ALM Derivative Activity: The following table reflects the deferred gains/losses on closed derivative contracts and unrecognized gains/losses on open derivative contracts utilized in Chase's ALM activities. ================================================================================
SEPTEMBER 30, December 31, (in millions) 1999 1998 Change ------------ ------------- ------------ ALM Derivative Contracts: Net Deferred Gains $ 403 $ 402 $ 1 Net Unrecognized Gains (Losses) (a) (827) 110 (937) ------------- ------------- ----------- Net ALM Derivative Gains (Losses) $ (424) $ 512 $ (936) ============= ============= ===========
(a) These net unrecognized gains/(losses) do not include the net unfavorable/(favorable) impact from the assets/liabilities being hedged by these derivative contracts. ================================================================================ LIQUIDITY RISK MANAGEMENT - -------------------------------------------------------------------------------- The following liquidity and capital discussion should be read in conjunction with the Liquidity Risk Management section on pages 40-41 and Note Eighteen of Chase's 1998 Annual Report. LIQUIDITY During the nine months of 1999, Chase issued $3.4 billion of long-term debt and capital securities of subsidiaries, more than offsetting $2.1 billion of long-term debt that matured and $0.5 billion that was redeemed. For a discussion of liquidity risk related to Year 2000, see the Operating Risk Management section of this Form 10-Q on pages 35 and 36. CAPITAL Chase's capital levels at September 30, 1999 remained strong, with capital ratios well in excess of regulatory guidelines. At September 30, 1999, the Tier 1 and Total Capital ratios were 8.2% and 11.8%, respectively, and the Tier 1 leverage ratio was 6.7%. During the nine months of 1999, Chase's balance sheet assets increased by only 1% as a result of continued focus on SVA. Management believes a reasonable long-term growth rate for balance sheet assets is approximately 6% - 7%. The following table shows the impact Chase's disciplined approach to balance sheet management has had on the growth in risk-weighted assets.
SEPTEMBER 30, December 31, --------------------------------------------------- 1999 1998 1997 1996 ------------------ ---- ---- ---- ($ in billions) Risk-Weighted Assets $ 298 $ 289 $ 286 $ 249 Growth Rate 3% 1% 15%
================================================================================ At September 30, 1999, the Tier 1 capital ratio was within management's intended long-term target range of 8% to 8.25%, notwithstanding net equity purchases during the third quarter of approximately $780 million and for the nine months of approximately $2.6 billion, and a slight increase in risk-weighted assets. Capital generated in excess of this target ratio will be used to purchase Chase common stock or for future reinvestment and acquisition opportunities. As a result of the pending Hambrecht & Quist acquisition, management anticipates that it will be reducing the pace of its stock repurchases for the remainder of the year. -33- 34 The following table shows the sources and uses of Chase's free cash flow for the periods indicated. ================================================================================
NINE MONTHS FULL YEAR ----------------------------------------------------- (in billions) 1999 1998 1997 ------------------ ---------- --------- SOURCES OF FREE CASH FLOW Operating Earnings Less Dividends $ 2.6 $ 2.7 $ 2.5 Plus: Preferred Stock and Equivalents/Special Items 0.3 (0.5) 1.0 Less: Capital for Internal Growth (0.6) (0.3) (2.6) ------------ ---------- ---------- Total Sources of Free Cash Flow $ 2.3 $ 1.9 $ 0.9 =========== ========= ========= USES OF FREE CASH FLOW Increases (Decreases) in Capital Ratios $ (0.3) $ 1.2 $ (0.7) Acquisitions -- 0.8 0.4 Net Repurchases (Issuances) 2.6 (0.1) 1.2 ----------- --------- --------- Total Uses of Free Cash Flow $ 2.3 $ 1.9 $ 0.9 =========== ========= =========
================================================================================ During the nine months of 1999, $2.3 billion of free cash flow was generated, more than that generated during the full year 1998 and more than double for the full year 1997. During 1999, less capital was needed for internal growth (as was the case in 1997), or to bolster capital ratios (as was the case in 1998). The excess cash in 1999 was primarily used for stock repurchases. In the first quarter of 1999, Chase raised the cash dividend on its common stock to $.41 per share from $.36 per share. Chase has over the past several years been paying a common stock dividend that has generally been 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 regulation and policies. Under its equity repurchase program, which became effective January 4, 1999, Chase may repurchase up to $3 billion of its common stock in the open market or through negotiated transactions, in addition to any amounts that may need to be purchased to provide for issuances under Chase's dividend reinvestment plan and its various stock-based employee benefit plans. As of September 30, 1999, Chase had repurchased approximately net $2.6 billion. Management anticipates that it will be reducing the pace of its stock repurchases for the remainder of the year to offset the capital impact of the acquisition of Hambrecht & Quist. At September 30, 1999, the total capitalization of Chase (the sum of Tier 1 and Tier 2 capital) was $35.1 billion, an increase of $234 million from December 31, 1998. This increase reflects retained earnings (net income less common and preferred dividends) generated during the period and new issuance of capital securities of subsidiaries qualifying as Tier 1 capital, partially offset by common stock repurchases, the redemption of $100 million of preferred stock and a net decline in debt issuances qualifying as Tier 2 capital. - -------------------------------------------------------------------------------- OPERATING RISK MANAGEMENT - -------------------------------------------------------------------------------- The following discussion of Chase's operating risk management focuses primarily on developments since December 31, 1998. Chase, like all large financial institutions, 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 systems of controls that it believes are reasonably designed to provide senior management and the Board of Directors with timely and accurate information about the operations of Chase. These systems have been designed to keep operating risk at appropriate levels in view of Chase's financial strength, the characteristics of its businesses and the markets in which it operates, and the competitive and regulatory environment to which it is subject. However, Chase has suffered losses from operating risk from time to time as discussed below, and there can be no assurance that Chase will not suffer such losses in the future. -34- 35 Chase has identified some deficiencies in the computerized bond recordkeeping system in the bond paying agency function within Chase's Capital Markets Fiduciary Services group. These deficiencies include an overstatement by the computer system of the amount of outstanding bonds and matured unpresented bonds and other items. Because of these deficiencies, Chase is currently unable to confirm through a complete reconciliation of the relevant accounts that the value of bonds that could potentially be presented for payment does not exceed the amount of cash on hand for payment of such bonds. Chase has underway a project to correct the system's deficiencies and to reconcile the affected accounts. In the third quarter of 1999, in the course of this project, certain past operating errors in bond administration were discovered, which required a write-off of an immaterial amount. While management considers it likely that other write-offs will be taken in the remaining course of the project, it does not expect them to be material. The staff of the Securities and Exchange Commission has initiated an inquiry relating to the question of whether, in connection with this matter, there have been violations of its transfer agency recordkeeping or reporting regulations. YEAR 2000: Chase's Year 2000 efforts are discussed on pages 41-42 of Chase's 1998 Annual Report, on pages 32-33 of Chase's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 ("First Quarter 10-Q") and on pages 33-34 of Chase's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 ("Second Quarter 10-Q"). The information below updates Chase's Year 2000 disclosures. As of September 30, 1999, Chase's computer systems applications currently in operation have been remediated and tested for Year 2000 compliance. Chase's information technology teams are now managing systems changes to ensure that Chase's computer systems applications remain Year 2000 compliant. Chase has also imposed a "freeze" on technology changes from October 1, 1999 through the end of January 2000. The freeze is intended to ensure that Chase's technology environment will be highly stable at year-end. Due diligence efforts of external Year 2000 risks are continuing. This includes due diligence on settlement counterparties, business partners (such as correspondents, sub custodians, and investment advisors), and customers. In addition, stress testing, on at least a monthly basis, of Chase's market-sensitive portfolios is being performed. The stress test scenarios continue to be updated as more information about worldwide Year 2000 readiness becomes available. Chase continues to evaluate potential Year 2000 impacts upon its funding capability and has taken actions to incorporate such risks into its capital and liquidity planning in order to meet anticipated funding needs at year end. The results of Chase's due diligence and other assessment efforts are utilized by Chase to help it manage its Year 2000 business risks. Under the auspices of Chase's Year 2000 Business Risk Council, contingency plans have been developed, refined and tested. Approximately 250 different risk scenarios have been identified across all geographies and Chase businesses, resulting in the development of approximately 1,400 individual Year 2000 contingency plans. These plans include identification of possible alternative methods by which to provide service, alternative locations for operations, increased staff support to service customers, as well as ways for Chase to maintain critical services in the event of environmental infrastructure outages. Chase's Year 2000 program is now focused almost entirely on final preparations for the event. Year 2000 command centers have been created; problem tracking and reporting tools designed; key operational and service performance measures identified for tracking; "wellness checks" of facilities, services, and systems have been planned; and training of "rapid response teams" is in process. Three dress rehearsals have been scheduled during the fourth quarter of 1999. The first dress rehearsal, scheduled for October 15, 1999, tested command center connectivity and processes. The second dress rehearsal, scheduled for October 29 and 30, 1999, tested Chase's Year 2000 tracking, monitoring and communications processes. These dress rehearsals were successful in identifying areas for improved communication and more efficient decision making at the event. The third dress rehearsal, scheduled for early December 1999, is intended to refine business status reporting and test back-up command center infrastructure and processes. The Year 2000 command center structure will become operational in late December and will continue in place until a stable operating environment is achieved. Chase continues to estimate that full year 1999 Year 2000 costs will be approximately $158 million. -35- 36 - -------------------------------------------------------------------------------- SUPERVISION AND REGULATION - -------------------------------------------------------------------------------- The following discussion should be read in conjunction with the Supervision and Regulation section on pages 1-4 of Chase's 1998 Annual Report. DIVIDENDS 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 $3.5 billion at September 30, 1999. - -------------------------------------------------------------------------------- ACCOUNTING DEVELOPMENTS - -------------------------------------------------------------------------------- DERIVATIVES In September 1998, the FASB issued SFAS 133, which establishes accounting and reporting standards for all derivative instruments, including certain derivative instruments embedded in other financial instruments (collectively referred to as derivatives), and for hedging activities. During the second quarter of 1999, the FASB issued SFAS 137, which delayed the effective date of SFAS 133 for one year, with early adoption permitted. Chase will, therefore, not be required to adopt SFAS 133 until calendar year 2001. For a further discussion of the requirements of SFAS 133, see the Accounting and Reporting Developments section on page 43 of the 1998 Annual Report. - -------------------------------------------------------------------------------- OTHER EVENTS - -------------------------------------------------------------------------------- On September 28, 1999, Chase and Hambrecht & Quist Group announced an agreement under which Chase would acquire Hambrecht & Quist for $50 per share in cash or a total consideration of $1.35 billion. The boards of directors of both companies have approved the agreement and Chase expects the acquisition to be completed by the end of the year. Revenues and expenses associated with the acquisition of Hambrecht & Quist will be integrated into Chase's Global Bank line of business. -36- 37 THE CHASE MANHATTAN CORPORATION FINANCIAL HIGHLIGHTS (IN MILLIONS, EXCEPT PER SHARE DATA AND RATIOS)
THIRD QUARTER NINE MONTHS ------------------------------------- ------------------------------------ Over(Under) Over(Under) 1999 1998 3Qtr98 1999 1998 1998 ---- ---- ------ ---- ---- ---- AS REPORTED BASIS Revenue $ 5,191 $ 4,218 23% $ 15,951 $ 13,596 17% Noninterest Expense (excluding Restructuring Costs) 2,981 2,647 13 8,994 7,981 13 Restructuring Costs -- -- -- -- 529 NM Provision for Loan Losses 398 272 46 1,167 932 25 Net Income 1,187 837 42 3,753 2,636 42 Net Income Per Common Share: Basic 1.42 .96 48 4.44 3.02 47 Diluted 1.37 .94 46 4.30 2.93 47 Cash Dividends Declared .41 .36 14 1.23 1.08 14 Book Value at Period End 26.01 26.24 (1) 26.01 26.24 (1) Share Price at Period End 75.38 43.13 75 75.38 43.13 75 Performance Ratios: Return on Average Common Equity (a) 21.7% 14.9% 680 bp 22.5% 16.3% 620 bp Return on Average Assets (a) 1.29 .92 37 1.38 .95 43 - ---------------------------------------------------------------------------------------------------------------------------------- OPERATING BASIS (b) Operating Revenue $ 5,429 $ 4,325 26% $ 16,538 $ 14,269 16% Operating Noninterest Expense 2,975 2,614 14 8,880 7,942 12 Credit Costs (c) 642 566 13 1,934 1,798 8 Operating Earnings 1,187 738 61 3,711 2,870 29 Operating Earnings Per Common Share: Basic 1.42 .84 69 4.39 3.29 33 Diluted 1.37 .82 67 4.25 3.20 33 Operating Performance Ratios: Return on Average Common Equity (a) 21.7% 13.1% 860 bp 22.2% 17.8% 440 bp Return on Average Managed Assets (a) 1.23 .77 46 1.30 .99 31 Common Dividend Payout Ratio 29 42 (1,300) 28 33 (500) Efficiency Ratio 55 60 (500) 53 55 (200) Cash Operating Basis: Cash Operating Earnings (d) $ 1,257 $ 801 57% $ 3,930 $ 3,058 29% Diluted Net Income Per Common Share 1.46 .89 64 4.50 3.42 32 Shareholder Value Added (SVA) 539 68 693 1,736 936 85 Cash Return on Average Common Equity (a) 23.0% 14.3% 870 bp 23.6% 19.0% 460 bp Selected Balance Sheet Items at Period End: (e) Managed Loans $ 191,486 $185,544 3% Total Managed Assets 389,072 375,422 4
- -------------------------------------------------------------------------------- (a) Based on annualized amounts. (b) Excludes the impact of credit card securitizations, restructuring costs and special items. See Glossary of Terms on page 41. (c) Includes provision for loan losses, foreclosed property expenses and credit costs related to the securitized credit card portfolio. (d) Cash Operating Earnings represent operating earnings excluding the amortization of goodwill and certain intangibles. (e) Excludes the impact of credit card securitizations. bp - Denotes basis points; 100 bp equals 1% NM - Not meaningful ================================================================================ -37- 38 THE CHASE MANHATTAN CORPORATION AVERAGE CONSOLIDATED BALANCE SHEET, INTEREST AND RATES (TAXABLE-EQUIVALENT INTEREST AND RATES; IN MILLIONS)
THREE MONTHS ENDED Three months Ended SEPTEMBER 30, 1999 September 30, 1998 ---------------------------------------- ----------------------------------- AVERAGE RATE Average Rate BALANCE INTEREST (ANNUALIZED) Balance Interest (Annualized) ---------- ---------- ------------ -------- -------- ---------- ASSETS Deposits with Banks $ 5,134 $ 195 15.09% $ 5,312 $ 150 11.15% Federal Funds Sold and Securities Purchased Under Resale Agreements 32,281 352 4.32% 30,270 517 6.77% Trading Assets-Debt and Equity Instruments 26,568 399 5.95% 28,271 604 8.47% Securities: Available-for-Sale 51,977 750 5.72% (b) 54,721 845 6.12% (b) Held-to-Maturity 1,039 17 6.39% 2,176 34 6.26% Loans 173,246 3,289 7.53% 166,134 3,288 7.86% ---------- -------- ---------- ------- Total Interest-Earning Assets 290,245 5,002 6.84% 286,884 5,438 7.52% Allowance for Loan Losses (3,484) (3,573) Cash and Due from Banks 13,799 13,743 Trading Assets - Risk Management Instruments 28,938 36,295 Other Assets 35,347 29,516 ---------- ---------- Total Assets $ 364,845 $ 362,865 ========== ========== LIABILITIES Domestic Retail Deposits $ 61,438 573 3.70% $ 59,671 586 3.89% Domestic Negotiable Certificates of Deposit and Other Deposits 17,032 156 3.62% 15,986 (52)(d) (1.27)% Deposits in Foreign Offices 82,350 921 4.43% 75,130 990 5.23% ---------- -------- ---------- ------- Total Time and Savings Deposits 160,820 1,650 4.07% 150,787 1,524 4.01% ---------- -------- ---------- ------- Short-Term and Other Borrowings: Federal Funds Purchased and Securities Sold Under Repurchase Agreements 49,290 543 4.37% 55,819 818 5.81% Commercial Paper 5,032 61 4.84% 4,286 56 5.24% Other Borrowings (c) 16,786 266 6.28% 14,509 504 13.78% ---------- -------- ---------- ------- Total Short-Term and Other Borrowings 71,108 870 4.85% 74,614 1,378 7.33% Long-Term Debt 19,291 306 6.30% 16,362 324 7.87% ---------- -------- ---------- ------- Total Interest-Bearing Liabilities 251,219 2,826 4.46% 241,763 3,226 5.29% ---------- -------- ---------- ------- Noninterest-Bearing Deposits 48,636 45,684 Trading Liabilities - Risk Management Instruments 27,640 37,797 Other Liabilities 14,446 14,224 ---------- ---------- Total Liabilities 341,941 339,468 ---------- ---------- PREFERRED STOCK OF SUBSIDIARY 550 550 ---------- ---------- STOCKHOLDERS' EQUITY Preferred Stock 1,026 1,166 Common Stockholders' Equity 21,328 21,681 ---------- ---------- Total Stockholders' Equity 22,354 22,847 ---------- ---------- Total Liabilities, Preferred Stock of Subsidiary and Stockholders' Equity $ 364,845 $ 362,865 ========== ========== INTEREST RATE SPREAD 2.38% 2.23% ==== ==== NET INTEREST INCOME AND NET YIELD ON INTEREST-EARNING ASSETS $ 2,176 (a) 2.97% $ 2,212 (a) 3.06% (d) ========= ==== ======= ====
- -------------------------------------------------------------------------------- (a) Reflects a pro forma adjustment to the net interest income amount included in the Statement of Income to permit comparisons of yields on tax-exempt and taxable assets. (b) For the three months ended September 30, 1999 and September 30, 1998, the annualized rate for available-for-sale securities based on historical cost was 5.53% and 6.19%, respectively. (c) Includes securities sold but not yet purchased and structured notes. (d) Includes $191 million pre-tax interest income for prior years' refunds. Excluding this amount, the net yield on interest-earning assets would be 2.81% for the 1998 third quarter. ================================================================================ -38- 39 THE CHASE MANHATTAN CORPORATION AVERAGE CONSOLIDATED BALANCE SHEET, INTEREST AND RATES (TAXABLE-EQUIVALENT INTEREST AND RATES; IN MILLIONS)
NINE MONTHS ENDED Nine months Ended SEPTEMBER 30, 1999 September 30, 1998 -------------------------------------------- ----------------------------------- AVERAGE RATE Average Rate BALANCE INTEREST (ANNUALIZED) Balance Interest (Annualized) ----------- ---------- ------------ --------- -------- ------------ ASSETS Deposits with Banks $ 6,058 $ 540 11.92% $ 4,705 $ 450 12.78% Federal Funds Sold and Securities Purchased Under Resale Agreements 30,527 1,122 4.91% 34,493 1,742 6.75% Trading Assets-Debt and Equity Instruments 25,412 1,228 6.46% 31,989 1,996 8.34% Securities: Available-for-Sale 53,710 2,297 5.72% (b) 54,003 2,548 6.31% (b) Held-to-Maturity 1,238 58 6.28% 2,508 120 6.40% Loans 173,078 9,666 7.47% 168,128 10,012 7.96% --------- ------ --------- --------- Total Interest-Earning Assets 290,023 14,911 6.87% 295,826 16,868 7.62% Allowance for Loan Losses (3,489) (3,560) Cash and Due from Banks 14,666 14,273 Trading Assets - Risk Management Instruments 28,478 36,264 Other Assets 34,591 28,646 --------- --------- Total Assets $ 364,269 $ 371,449 ========= ========= LIABILITIES Domestic Retail Deposits $ 61,463 1,614 3.51% $ 59,389 1,754 3.95% Domestic Negotiable Certificates of Deposit and Other Deposits 19,564 525 3.59% 16,071 314 (d) 2.62% Deposits in Foreign Offices 79,782 2,667 4.47% 75,780 3,055 5.39% --------- ----- --------- --------- Total Time and Savings Deposits 160,809 4,806 4.00% 151,240 5,123 4.53% --------- ----- --------- --------- Short-Term and Other Borrowings: Federal Funds Purchased and Securities Sold Under Repurchase Agreements 50,260 1,660 4.42% 63,592 2,651 5.57% Commercial Paper 5,091 179 4.69% 4,330 170 5.26% Other Borrowings (c) 15,123 796 7.04% 16,188 1,544 12.75% --------- ----- --------- --------- Total Short-Term and Other Borrowings 70,474 2,635 5.00% 84,110 4,365 6.94% Long-Term Debt 19,255 936 6.50% 16,190 954 7.88% --------- ----- --------- --------- Total Interest-Bearing Liabilities 250,538 8,377 4.47% 251,540 10,442 5.55% --------- ----- --------- --------- Noninterest-Bearing Deposits 48,091 45,340 Trading Liabilities - Risk Management Instruments 27,867 37,297 Other Liabilities 14,199 14,358 --------- --------- Total Liabilities 340,695 348,535 --------- --------- PREFERRED STOCK OF SUBSIDIARY 550 550 --------- --------- STOCKHOLDERS' EQUITY Preferred Stock 1,027 1,365 Common Stockholders' Equity 21,997 20,999 --------- --------- Total Stockholders' Equity 23,024 22,364 --------- --------- Total Liabilities, Preferred Stock of Subsidiary and Stockholders' Equity $ 364,269 $ 371,449 ========= ========= INTEREST RATE SPREAD 2.40% 2.07% ==== ===== NET INTEREST INCOME AND NET YIELD ON INTEREST-EARNING ASSETS $ 6,534 (a) 3.01% $ 6,426 (a) 2.90% (d) ======== ====== ========= =====
- -------------------------------------------------------------------------------- (a) Reflects a pro forma adjustment to the net interest income amount included in the Statement of Income to permit comparisons of yields on tax-exempt and taxable assets. (b) For the nine months ended September 30, 1999 and September 30, 1998, the annualized rate for available-for-sale securities based on historical cost was 5.63% and 6.35%, respectively. (c) Includes securities sold but not yet purchased and structured notes. (d) Includes $191 million pre-tax interest income for prior years' refunds. Excluding this amount, the net yield on interest-earning assets would be 2.82% for the 1998 first nine months. ================================================================================ -39- 40 THE CHASE MANHATTAN CORPORATION QUARTERLY FINANCIAL INFORMATION (IN MILLIONS, EXCEPT PER SHARE DATA)
1999 1998 ------------------------------ ------------------------------------------ THIRD Second First Fourth Third Second First QUARTER Quarter Quarter Quarter Quarter Quarter Quarter ------- ------- ------- ------- ------- --------- ------- INTEREST INCOME Loans $ 3,288 $ 3,165 $ 3,209 $ 3,381 $ 3,287 $ 3,316 $ 3,405 Securities 762 747 835 964 874 889 889 Trading Assets 399 411 418 435 604 716 676 Federal Funds Sold and Securities Purchased Under Resale Agreements 352 389 381 469 517 554 671 Deposits with Banks 195 161 184 192 150 148 152 ------- ------- ------- ------- ------- ------- ------- Total Interest Income 4,996 4,873 5,027 5,441 5,432 5,623 5,793 ------- ------- ------- ------- ------- ------- ------- INTEREST EXPENSE Deposits 1,650 1,558 1,598 1,717 1,524 1,784 1,815 Short-Term and Other Borrowings 870 851 914 1,247 1,378 1,478 1,509 Long-Term Debt 306 319 311 317 324 325 305 ------- ------- ------- ------- ------- --------- ------- Total Interest Expense 2,826 2,728 2,823 3,281 3,226 3,587 3,629 ------- ------- ------- ------- ------- --------- ------- NET INTEREST INCOME 2,170 2,145 2,204 2,160 2,206 2,036 2,164 Provision for Loan Losses 398 388 381 411 272 328 332 ------- ------- ------- ------- ------- --------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,772 1,757 1,823 1,749 1,934 1,708 1,832 ------- ------- ------- ------- ------- --------- ------- NONINTEREST REVENUE Investment Banking Fees 486 585 317 381 322 438 361 Trust, Custody and Investment Management Fees 457 461 414 414 398 383 348 Credit Card Revenue 441 438 379 428 381 365 300 Fees for Other Financial Services 637 587 553 552 522 509 510 Trading Revenue 462 526 618 516 (69) 323 468 Securities Gains (1) 5 156 167 261 98 83 Private Equity Gains 377 513 325 244 60 370 293 Other Revenue 162 356 178 198 137 233 96 ------- ------- ------- ------- ------- --------- ------- Total Noninterest Revenue 3,021 3,471 2,940 2,900 2,012 2,719 2,459 ------- ------- ------- ------- ------- --------- ------- NONINTEREST EXPENSE Salaries 1,417 1,416 1,384 1,296 1,205 1,270 1,254 Employee Benefits 238 238 255 194 221 215 224 Occupancy Expense 218 206 218 220 198 191 189 Equipment Expense 255 239 243 250 219 212 209 Restructuring Costs -- -- -- -- -- 8 521 Other Expense 853 969 845 913 804 826 744 ------- ------- ------- ------- ------- --------- ------- Total Noninterest Expense 2,981 3,068 2,945 2,873 2,647 2,722 3,141 ------- ------- ------- ------- ------- --------- ------- INCOME BEFORE INCOME TAX EXPENSE 1,812 2,160 1,818 1,776 1,299 1,705 1,150 Income Tax Expense 625 767 645 630 462 631 425 ------- ------- ------- ------- ------- --------- ------- NET INCOME $ 1,187 $ 1,393 $ 1,173 $ 1,146 $ 837 $ 1,074 $ 725 ======= ======== ======= ======= ======= ========= ======= NET INCOME APPLICABLE TO COMMON STOCK $ 1,168 $ 1,375 $ 1,155 $ 1,128 $ 815 $ 1,050 $ 691 ======= ======= ======= ======= ======= ========= ======= NET INCOME PER COMMON SHARE: Basic $ 1.42 $ 1.65 $ 1.37 $ 1.34 $ 0.96 $ 1.24 $ 0.82 ======= ======= ======= ======= ======= ========= ======= Diluted $ 1.37 $ 1.60 $ 1.32 $ 1.31 $ 0.94 $ 1.20 $ 0.80 ======= ======= ======= ======= ======= ========= =======
-40- 41 - -------------------------------------------------------------------------------- GLOSSARY OF TERMS - -------------------------------------------------------------------------------- The page numbers included after each definition represent the pages in this Form 10-Q where the term is primarily used. 1998 Annual Report: Annual Report on Form 10-K for the year ended December 31, 1998. (Pages 7-9, 13, 26, 28-33, 35-36, 42, 46) Asset/Liability Management ("ALM"): The management of the sensitivity of Chase's income to changes in market interest rates. (Pages 8, 9, 29, 31-33) BPV: Basis Point Value. This measurement quantifies the change in the value of Chase's non-trading balance sheet positions (interest rate risk) that would result from a 1 basis point change in interest rates. (Page 32) Cash Operating Earnings: Operating earnings excluding the impact of amortization of goodwill and certain intangibles. (Pages 10-18, 37) Chase Texas: Chase Bank of Texas, National Association. (Page 9) Chase USA: Chase Manhattan Bank USA, National Association. (Page 9) Derivative and Foreign Exchange ("FX") Contracts: Interest rate swaps, forward rate agreements, futures, forwards, options, debt, equity, commodity and other contracts used for asset/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 9, 26-27, 29) 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 12-15, 17, 24, 37) FASB: Financial Accounting Standards Board. (Page 36) Managed Credit Card Receivables or Managed Basis: Consistent with industry practice, Chase uses this terminology to define its credit card receivables on the balance sheet plus securitized credit card receivables. (Pages 26-27) Net Yield on Interest-Earning Assets: The average rate for interest-earning assets less the average rate paid for all sources of funds. (Pages 22, 38-39) Operating Basis or Operating Earnings: Reported results excluding the impact of credit card securitizations, restructuring costs and special items. (Pages 10-19, 24, 34, 37) REIT: A real estate investment trust subsidiary of Chase. (Pages 24-25) SFAS: Statement of Financial Accounting Standards. SFAS 107: "Disclosures about Fair Value of Financial Instruments." (Page 8) SFAS 115: "Accounting for Certain Investments in Debt and Equity Securities." (Pages 7-9) SFAS 133: "Accounting for Derivative Instruments and Hedging Activities." (Page 36) SFAS 137: "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133." (Page 36) Shareholder Value Added ("SVA"): Represents operating earnings excluding the amortization of goodwill and certain intangibles (i.e., cash operating earnings) minus preferred dividends and an explicit charge for capital. (Pages 10, 12-14, 16, 33, 37) Special Items: The 1999 second quarter included a gain on the sale of One New York Plaza and on the sale of branches in Beaumont, Texas as well as a special contribution to The Chase Manhattan Foundation. There were no special items in the first and third quarters of 1999. The 1998 third quarter and nine months included interest income from prior years' tax refunds and costs incurred for accelerated vesting of stock-based incentive awards. (Pages 10, 12, 19, 24, 37) Value-at-Risk ("VAR"): The potential overnight loss from adverse market movements. (Page 31) Year 2000: The problem of many existing computer programs not being able to recognize properly a year beginning with "20" instead of "19", as these programs only use the last two digits to refer to a year. (Pages 18, 24-25, 34-36) -41- 42 PART II - OTHER INFORMATION Item 1. Legal Proceedings The following discussion of certain legal proceedings focuses primarily on developments since December 31, 1998 and updates the discussion entitled "Legal Proceedings" appearing on page 6 of Chase's 1998 Annual Report. As previously reported in the 1998 Annual Report, in 50-Off Stores, Inc. v. Banque Paribas (Suisse) S.A., a lawsuit in the United States District Court for the Western District of Texas alleging conversion of shares of common stock held in a custody account of The Chase Manhattan Bank, judgment was entered against the Bank for $148.6 million in punitive and compensatory damages, plus post-judgment interest. On appeal by Chase, the United States Court of Appeals for the Fifth Circuit reversed the punitive damage award of $138 million, resulting in a remaining award of $10.6 million in compensatory damages. Both the plaintiff and Chase filed petitions for rehearing with the Fifth Circuit which petitions were denied. Plaintiff has filed a petition for a writ of certiorari with the U.S. Supreme Court. In June 1999, Sumitomo Corporation filed a lawsuit against The Chase Manhattan Bank in the United States District Court for the Southern District of New York. The complaint alleges that during the period from 1994 to 1996, the Bank assisted a Sumitomo employee in making copper trades by funding unauthorized loans to the Sumitomo employee. The complaint alleges that the Bank knew the employee did not have authority to enter into the transactions on behalf of Sumitomo. The complaint asserts claims under the Racketeer Influenced and Corrupt Practices Act ("RICO") and New York common law and alleges damages of $532 million (subject to trebling under RICO), plus punitive damages. Chase Securities Inc. ("CSI") has been named as a defendant in three of seven actions that were filed in the United States District Court for the Northern District of Oklahoma in October 1999 arising out of the failure of Commercial Financial Service, Inc. ("CFS"). Plaintiffs in these actions are institutional investors who purchased over $1.6 billion in original face amount of asset-backed securities issued by CFS. The securities were backed by delinquent credit card receivables. In addition to CSI, the defendants in various of the actions are the founders and key executives of CFS, as well as its auditors, its outside counsel and the rating agencies that rated the securities. CSI is alleged to have been the investment banker to CFS and to have acted as an initial purchaser and as placement agent in connection with the issuance of certain of the securities. Plaintiffs allege that defendants either knew or were reckless in not knowing that the securities were sold to plaintiffs on the basis of misleading misrepresentations and omissions of material facts. The complaints against CSI assert claims under the Securities Exchange Act of 1934, the Oklahoma Securities Act, and under common law theories of fraud and negligent misrepresentation. In the actions against CSI, plaintiffs seek approximately $500 million in damages allegedly suffered as a result of defendants' misrepresentations and omissions. A date for CSI to answer or move with respect to the complaints has not yet been set. In addition to the matters described above, Chase and its subsidiaries have been named from time to time as defendants in various legal actions and proceedings arising in connection with their respective businesses and have been involved from time to time in investigations and proceedings by governmental agencies. In view of the inherent difficulty of predicting the outcome of such matters, Chase cannot state what the eventual outcome of pending matters will be. Chase is contesting the allegations made in each pending matter and believes, based on current knowledge and after consultation with counsel that the outcome of such matters will not have a material adverse effect on the consolidated financial condition of Chase, but may be material to Chase's operating results for any particular period, depending on the level of Chase's income for such period. -42- 43 Item 2. Sales of Unregistered Common Stock During the third quarter of 1999, 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. On July 1, 1999, 319 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. Item 6. Exhibits and Reports on Form 8-K (A) Exhibits: 11 - Computation of earnings per common share. 12(a) - Computation of ratio of earnings to fixed charges. 12(b) - Computation of ratio of earnings to fixed charges and preferred stock dividend requirements. (B) Reports on Form 8-K: Chase filed two reports on Form 8-K during the quarter ended September 30, 1999, as follows: Form 8-K dated July 21, 1999: Chase announced the results of operations for the second quarter of 1999. Form 8-K dated September 28, 1999: Chase announced an agreement to acquire Hambrecht & Quist Group for $50 per share in cash or a total consideration of $1.35 billion. -43- 44 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE CHASE MANHATTAN CORPORATION ------------------------------- (Registrant) Date November 8, 1999 By /s/ Joseph L. Sclafani ---------------- ----------------------------- Joseph L. Sclafani Executive Vice President and Controller [Principal Accounting Officer] -44- 45 INDEX TO EXHIBITS SEQUENTIALLY NUMBERED
EXHIBIT NO. EXHIBITS PAGE AT WHICH LOCATED - ----------- -------------------------- -------------------- 11 Computation of earnings 46 per common share 12(a) Computation of ratio of 47 earnings to fixed charges 12(b) Computation of ratio of 48 earnings to fixed charges and preferred stock dividend requirements 27 Financial Data Schedule 49
-45- 46 APPENDIX 1 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 and Results of Operations.
GRAPHIC NUMBER PAGE DESCRIPTION - ------- ---- ----------- 1 32 Bar Graph entitled "Histogram of Daily Market Risk-Related Revenue for the twelve months ended September 30, 1999" presenting the following information: Millions of Dollars 0 - 5 5 - 10 10 - 15 15 - 20 20 - 25 25 - 30 ------------------- ----- ------ ------- ------- ------- ------- Number of trading days revenue was within the above prescribed positive range 33 53 46 51 31 14 30 - 35 Over 35 ------- ------- 8 8 Millions of Dollars 0 - (5) (5) - (10) (10) - (15) (15) - (20) (20) - (25) ------------------- ------- --------- ---------- ---------- ---------- Number of trading days revenue was within the above prescribed negative range 7 7 1 0 0 (25) - (30) Over (30) ----------- --------- 0 0
   1


                                   EXHIBIT 11

                         THE CHASE MANHATTAN CORPORATION
                    COMPUTATION OF EARNINGS PER COMMON SHARE

For a discussion of the computation of basic and diluted earnings per common
share, see Note Ten of Chase's 1998 Annual Report.

(in millions, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, ---------------------- --------------------- EARNINGS PER SHARE 1999 1998 1999 1998 - ------------------------------------------------------------------------------------------------------------------------- BASIC EARNINGS PER SHARE Earnings: Net Income $ 1,187 837 $ 3,753 $ 2,636 Less: Preferred Stock Dividends 19 22 55 80 --------- -------- --------- --------- Net Income Applicable to Common Stock $ 1,168 $ 815 $ 3,698 $ 2,556 ========= ======== ========= ========= Shares: Basic Average Common Shares Outstanding 821.6 848.3 832.6 847.4 Net Income Per Share $ 1.42 $ 0.96 $ 4.44 $ 3.02 ========= ======== ========= ========= DILUTED EARNINGS PER SHARE Earnings: Net Income Applicable to Common Stock $ 1,168 $ 815 $ 3,698 $ 2,556 Shares: Basic Average Common Shares Outstanding 821.6 848.3 832.6 847.4 Additional Shares Issuable Upon Exercise of Stock Options for Dilutive Effect 28.1 22.8 28.3 23.8 --------- -------- --------- --------- Average Common Shares Outstanding Assuming Dilution 849.7 871.1 860.9 871.2 Net Income Per Share $ 1.37 $ 0.94 $ 4.30 $ 2.93 ========= ======== ========= ========= ========================================================================================================================
-46-
   1





                                  EXHIBIT 12(a)

                         THE CHASE MANHATTAN CORPORATION

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                           (IN MILLIONS, EXCEPT RATIOS)

Nine Months Ended September 30, 1999 EXCLUDING INTEREST ON DEPOSITS Income before income taxes $ 5,790 -------------- Fixed charges: Interest expense 3,571 One third of rents, net of income from subleases (a) 106 -------------- Total fixed charges 3,677 -------------- Less: Equity in undistributed income of affiliates (66) -------------- Earnings before taxes and fixed charges, excluding capitalized interest $ 9,401 ============== Fixed charges, as above $ 3,677 ============== Ratio of earnings to fixed charges 2.56 ============== INCLUDING INTEREST ON DEPOSITS Fixed charges, as above $ 3,677 Add: Interest on deposits 4,806 -------------- Total fixed charges and interest on deposits $ 8,483 ============== Earnings before taxes and fixed charges, excluding capitalized interest, as above $ 9,401 Add: Interest on deposits 4,806 -------------- Total earnings before taxes, fixed charges, and interest on deposits $ 14,207 ============== fpRatio of earnings to fixed charges 1.67 ==============
- -------------------------------------------------------------------------------- (a) The proportion deemed representative of the interest factor. -47-
   1





                                  EXHIBIT 12(b)

                         THE CHASE MANHATTAN CORPORATION

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                    AND PREFERRED STOCK DIVIDEND REQUIREMENTS
                          (IN MILLIONS, EXCEPT RATIOS)

Nine months Ended September 30, 1999 ------------------ EXCLUDING INTEREST ON DEPOSITS Income before income taxes $ 5,790 -------------- Fixed charges: Interest expense 3,571 One third of rents, net of income from subleases (a) 106 -------------- Total fixed charges 3,677 -------------- Less: Equity in undistributed income of affiliates (66) --------------- Earnings before taxes and fixed charges, excluding capitalized interest $ 9,401 ============== Fixed charges, as above $ 3,677 Preferred stock dividends 55 -------------- Fixed charges including preferred stock dividends $ 3,732 ============== Ratio of earnings to fixed charges and preferred stock dividend requirements 2.52 ============== INCLUDING INTEREST ON DEPOSITS Fixed charges including preferred stock dividends, as above $ 3,732 Add: Interest on deposits 4,806 -------------- Total fixed charges including preferred stock dividends and interest on deposits $ 8,538 ============== Earnings before taxes and fixed charges, excluding capitalized interest, as above $ 9,401 Add: Interest on deposits 4,806 -------------- Total earnings before taxes, fixed charges, and interest on deposits $ 14,207 ============== Ratio of earnings to fixed charges and preferred stock dividend requirements 1.66 ==============
- -------------------------------------------------------------------------------- (a) The proportion deemed representative of the interest factor. -48-
 

9 This schedule contains selected summary financial information extracted from the September 30, 1999 Form 10-Q for The Chase Manhattan Corporation and is qualified in its entirety by reference to such financial statements and disclosures. 0000019617 THE CHASE MANHATTAN CORPORATION 1,000,000 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 16,490 5,856 28,368 57,192 54,138 975 970 173,458 3,555 371,044 219,623 56,921 51,699 16,644 0 928 882 20,531 371,044 9,662 2,344 1,662 14,896 4,806 8,377 6,519 1,167 160 8,994 5,790 3,753 0 0 3,753 4.44 4.30 3.01 1,874 391 0 0 3,552 1,353 190 3,555 0 0 0