Item 1. Business. Description of Business 27,86 Number of Employees 33 Domestic and International Operations 74 Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differentials 80 The Effect of Changes in Average Balances and Average Rates on Interest Revenue 79 Investment Portfolio 34,63 Loan Portfolio 44,61,83 Risk Elements 35-49 Summary of Credit Loss Experience 82 Allocation of the Reserve for Possible Credit Losses 47 Deposits 34,80 Return on Equity and Assets 83 Short-Term Borrowings 35
Item 2.
Item 2. Properties. 87
Item 3.
Item 3. Legal Proceedings. 87
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders-- The Company has nothing to report under this item. --Executive Officers of the Company 88
- -------------------------------------------------------------------------------- Part II Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. 72,84
Item 6.
Item 6. Selected Financial Data. 26
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 26
Item 8.
Item 8. Financial Statements and Supplementary Data. 51 The Chase Manhattan Corporation and Subsidiaries: Consolidated Statement of Condition 51 Consolidated Statement of Income 52 Consolidated Statement of Changes in Stockholders' Equity 53 Consolidated Statement of Cash Flows 54 The Chase Manhattan Bank, N.A. and Subsidiaries: Consolidated Statement of Condition 55 Notes to Financial Statements 56 Independent Accountants' Report 50 Consolidated Summary of Quarterly Financial Information 78
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure-- The Company has nothing to report under this item.
- -------------------------------------------------------------------------------- Part III The information required by Items 10 through 13 in this part is omitted pursuant to Instruction G of Form 10-K because the Company intends to file with the Commission a definitive Proxy Statement, pursuant to Regulation 14A, not later than 120 days after December 31, 1994.
- -------------------------------------------------------------------------------- Part IV Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) (1) Financial Statements--See Item 8 (2) Financial Statement Schedules--None (3) Exhibits* *Stockholders may obtain a copy of any Exhibit listed in Item 14(a)(3) by writing to Ronald C. Mayer, Secretary of the Company, The Chase Manhattan Corporation, 1 Chase Manhattan Plaza, New York, NY 10081. The index below is a summary. The detailed index is included in the Form 10-K filed with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- All schedules normally required by Form 10-K are omitted because they are either not applicable or the required information is set forth in the financial statements or in the notes related thereto.
Exhibit 3A. Restated Certificate of Incorporation of the Company (including certificates of designation, preferences and rights of series of Preferred Stock).
Exhibit 3B. By-Laws of the Company.
Exhibit 4. Instruments defining the Rights of Security Holders, including Indentures.** **Neither the Company nor any of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed is a party to an instrument with respect to long-term debt where the securities authorized thereunder exceed 10% of the total assets of the Corporation. In accordance with subsection (b)(4)(iii)(A) of Item 601 of Regulation S-K, the Company hereby agrees to furnish to the Commission, on request, a copy of all instruments defining the rights of holders of long-term debt of the Company or any of its subsidiaries for which consolidated or unconsolidated financial statements must be filed.
- -------------------------------------------------------------------------------- Exhibit 10. Material Contracts. Exhibit 11. Computation of Earnings Per Common Share. Exhibit 12. Computation of Ratios of Earnings to Fixed Charges. Exhibit 21. Subsidiaries of the Company. Exhibit 23. Consent of Independent Accountants--See page 50. Exhibit 24. Power of Attorney. Exhibit 99. Additional Exhibits--None. (b) Reports on Form 8-K The Company filed a report on Form 8-K during the quarter ended December 31, 1994. - --The report dated October 18, 1994 with respect to the Corporation's Press Release dated October 18, 1994, which announced the Corporation's earnings for the third quarter of 1994. - --The report dated November 18, 1994 with respect to the Corporation's agreement to purchase the securities processing business of the U. S. Trust Corporation. - --The report dated December 7, 1994 with respect to the Corporation's entering into a distribution agreement covering the issuance and placement of up to $2,627,525,000 aggregate principal amount of Senior/Subordinated Medium-Term Notes, Series B. - --The report dated December 14, 1994 with respect to the Corporation's entering into a distribution agreement covering the issuance and placement of up to $200,000,000 aggregate principal amount of Senior/Subordinated Medium-Term Notes, Series C.
- ------------------------------------------------------------------------------- This report on Form 10-K has not been approved or disapproved by the Securities and Exchange Commission nor has the Commission passed upon the accuracy or adequacy of this report. Portions of the 1994 Annual Report to the Company's stockholders are not required by the Form 10-K report and are not "filed'' as part of the Form 10-K. Only those sections of the Annual Report referenced in the above index are incorporated in the Form 10-K.
============================================================================= Graphic Appendix - ----------------------------------------------------------------------------- Pursuant to Regulation S-T Item 304, the following is a description of the graphic image material identified in the foregoing Management's Discussion and Analysis of Financial Condition and Results of Operations by the word [Graph] followed by the number of the graphic or image.
- ----------------------------------------------------------------------------- Graphic Number Page Description - ------------------------------------------------------------------------------ 1 28 Pie graph entitled, "Global Financial Services -Revenue by Geography", showing the percentage of revenue, in separate pie slices, for 1994: North America -44%, Western Hemisphere -24%, Europe -21% and Asia -11%; for 1993: North America -50%, Western Hemisphere -15%, Europe -21%, and Asia -14%.
2 28 Bar graph entitled, "Global Financial Services -Revenue by Product $ in millions" showing the following revenue amounts in separate bars by product for 1994 and 1993, respectively: Transaction & Information Services -1,152 and 1,037; Trading -702 and 808; Loan Portfolio -656 and 700; Investment Banking - 434 and 420; Individual Investment Services -337 and 351; and Product Revenue Overlap & Other - (116) and (57).
3 30 Venn diagram entitled, "Retail Businesses - 1994 Revenue by Geography $ in millions", showing National Consumer Products revenue of 2,025 in a circle; Tri-State Regional Banking revenue of 1,487 in another circle; and the overlap of the circles of 475 represents revenue from National Consumer products generated in Tri-State Regional Banking.
4 30 Bar graph entitled, "Retail Businesses - Revenue by Product $ in millions", showing the following revenue amounts in separate bars by product for 1994 and 1993, respectively: Credit Card -1,360, and 1,463; Consumer Deposit Products -685 and 758; Business Services -442 and 390; Mortgage -343 and 175; Other Retail Products - 318 and 316; and All Other -83 and 38.
5 36 Bar graph entitled "Cumulative Interest Rate Gaps Year End 1994 $ in billions" showing the net assets or net liabilities, in separate bars titled including derivatives and excluding derivatives, respectively, for the following periods: net assets of 10.0 and 4.2, for 1-3 months; net assets of 6.4 and net liabilities of 1.2, for 3-12 months; net assets of 3.1 and net liabilities of 5.5, for 1996; net liabilities of 0.6 and 8.6, for 1997; net liabilities of 6.6 and 11.9, for 1998; net liabilities of 9.9 and 13.7, for 1999; net liabilities of 6.8 and 10.1, for 2000 and net liabilities of 7.3 and 10.4, for 2001.
================================================================================ Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE CHASE MANHATTAN CORPORATION (Registrant) By: /s/ LESTER J. STEPHENS, JR (Lester J. Stephens, Jr.) DATE: February 28, 1995 (Senior Vice President and Controller)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
Signature Capacity Date
/s/ THOMAS G. LABRECQUE Director, - --------------------- Chairman of the Board and Chief February 28, 1995 (Thomas G. Labrecque) Executive Officer (Principal Executive Officer)
/s/ RICHARD J. BOYLE Director and - --------------------- Vice Chairman of the Board February 28, 1995 (Richard J. Boyle)
M. Anthony Burns, Directors February 28, 1995 Joan Ganz Cooney, Jairo A. Estrada, James L. Ferguson, H. Laurance Fuller, William H. Gray III, David T. Kearns, Delano E. Lewis, Paul W. MacAvoy, John H. McArthur, David T. McLaughlin, Edmund T. Pratt, Jr., Henry B. Schacht and Donald H. Trautlein
By: /s/ RONALD C. MAYER - --------------------- Attorney-in-Fact
/s/ ARJUN K. MATHRANI Executive Vice President and - --------------------- Chief Financial Officer February 28, 1995 (Arjun K. Mathrani) (Principal Financial Officer)
/s/ LESTER J. STEPHENS, JR. Senior Vice President and Controller February 28, 1995 (Lester J. Stephens, Jr.) (Principal Accounting Officer)
- --------------------------------------------------------------------------------
============================================================================= Sources Largest and Best Global Custodian Largest Global Custodian: INSTITUTIONAL INVESTOR's annual ranking of global custodians, published October 1994. Best Global Custodian: EUROMONEY's third annual Awards for Excellence, published July 1994.
#1 U.S. Dollar Clearing Worldwide Based on average daily volume for 1993, according to data from the New York Clearinghouse Association, the second district Federal Reserve Bank and AMERICAN BANKER.
Top Five Global Loan Syndications Chase was ranked fifth in number of deals for which it was either agent or co-agent, according to league tables published by GOLD SHEETS newsletter, January 16, 1995.
#1 Jumbo Mortgage Lender in Market Share DATAQUICK, Geomortgage, TRW, RMS, Lusk and Realist provided data--compiled and published September 6, 1994--on mortgage originations of $350,000 to $1 million for the 12-month period ending March 31, 1994, in all Personal Financial Services-served territories in the U.S. except Minnesota, Pennsylvania and parts of New York. Market share based on dollar volume. PFS ranked #1, with 4.50% market share in dollar volume for this 12-month period.
#1 Independent Auto Finance Company in the U.S. Excluding finance companies owned by auto manufacturers, Chase Auto Finance is the leader in terms of market share and loan volume.
Regional Community Development Chase's support of the Harlem Restoration Project was cited by The Social Compact, an affiliation of 270 financial services institutions committed to increasing investment in the U.S.'s "at-risk" neighborhoods. Chase Community Development Corporation provided $474,000, representing the private-sector component of financing that will enable HRP to rehabilitate 77 units of affordable housing. Tier 1 Capital Chase's Tier 1 Capital ratio at December 31, 1994, was 8.30%, compared with a ratio of 8.44% at December 31, 1993.
Total Capital Chase's Total Capital ratio at December 31, 1994, was 12.78%, compared with a ratio of 13.22% at December 31, 1993.
Total Net Loan Charge-Offs Total net loan charge-offs for full-year 1994 were $517 million, compared with $1,337 million for 1993.
Total Nonaccrual Loans Total nonaccrual loans at December 31, 1994, were $660 million, compared with $1,054 million at December 31, 1993.
Revenue per Employee Total revenue divided by number of employees as calculated for full-year 1990 ($139,000) and full-year 1994 ($184,000).
Recognition from the Debt Rating Agencies In December 1994, Thomson BankWatch awarded a AA- rating to the long-term deposits of Chase Manhattan Bank. Best in Foreign Exchange EUROMONEY's third annual Awards for Excellence, published July 1994.
Most Knowledgeable About the Energy Industry PETROLEUM ECONOMIST Energy Finance Awards, published June 1994. Chase ranked first in three individual categories.
Most Professional Traders in Caps SWAPS MONITOR's fifth annual survey, published November 1994, to determine which companies are regarded by their peers as the most professional in their approach to the OTC derivatives business. Chase finished first out of 27 companies that received votes.
#1 in Transaction Volume for ACH Business Annual data compiled by AMERICAN BANKER, published May 1994. For 1993, Chase's automated clearinghouse volume totaled 163.4 million transactions.
Credit Card Innovator of the Year CREDIT CARD MANAGEMENT's annual recognition issue, published August 1994, on superior performance in the industry.
Best Problem-Solving Abilities/Platform Staff/Tellers Survey including more than 2,500 Regional Banking customers in New York and Connecticut, results released December 1993. In downstate New York, Chase ranked #1, with 66% of its customers ranking service quality "excellent" or "very good."
============================================================================== Information
- ----------------------------------------------------------------------------- Products and Services The Chase Information Center, on 1-800-AT-CHASE, provides information about Chase retail products and services in the U.S. 24 hours a day, seven days a week. Chase can also be reached by electronic mail: Chase @CMB.com
- ----------------------------------------------------------------------------- Annual Meeting The annual meeting of the shareholders of The Chase Manhattan Corporation will be held at 2:30 p.m. on Tuesday, April 18, 1995, in the auditorium on the ground floor of 1 Chase Manhattan Plaza, New York, NY.
The Chase Manhattan Corporation common stock is officially listed on the following stock exchanges:
- --The New York Stock Exchange - --Dusseldorf Stock Exchange - --Frankfurt Stock Exchange - --Paris Stock Exchange - --The Stock Exchange (London)
The New York Stock Exchange ticker symbols for stock of The Chase Manhattan Corporation are as follows:
CMB (Common) CMB Pr G (Series G Preferred) CMB Pr H (Series H Preferred) CMB Pr I (Series I Preferred) CMB Pr J (Series J Preferred) CMB Pr K (Series K Preferred) CMB Pr L (Series L Preferred) CMB Pr M (Series M Preferred) CMB Pr N (Series N Preferred) CMB WS (Warrants)
- ----------------------------------------------------------------------------- Dividend Reinvestment and Stock Purchase Plan As of the February 15, 1995 dividend, 43% of Chase's common shareholders were participating in the plan. By enrolling in the plan, common shareholders with U.S. addresses may:
- --Purchase additional shares of Chase common stock at a 5% discount from current market price by reinvesting their Chase common stock dividends;
- --Purchase additional shares of Chase common stock at a 3% discount from the current market price by making additional cash deposits; and
- --Make all purchases free of service charges or brokerage commissions.
Please note that the plan's discount and terms are subject to change. For complete details and enrollment material, write to:
Mellon Securities Transfer Services Dividend Reinvestment Services P.O. Box 750 Pittsburgh, PA 15230-0750
- ----------------------------------------------------------------------------- Transfer Agent and Registrar (common stock) Mellon Securities Trust Company
Questions regarding shareholder accounts and the direct dividend deposit service may be directed to:
Mellon Securities Transfer Services Shareholder Relations P.O. Box 590 Ridgefield Park, NJ 07660-9940 (800) 284-4262
- ----------------------------------------------------------------------------- Investor Contact Investors and shareholders may obtain additional financial data and information from:
Investor Relations Division The Chase Manhattan Corporation 1 Chase Manhattan Plaza, 30th floor New York, NY 10081-0001 (212) 552-4237
- ----------------------------------------------------------------------------- Corporate Responsibility Chase strives to serve its communities in a variety of ways. Reports regarding Chase's community investment activities, The Chase Manhattan Bank, N .A.'s Community Reinvestment Act performance evaluation, certain related Home Mortgage Disclosure Act data and Chase's philanthropic programs are available to interested shareholders upon request to:
Chase Community Investment Committee 2 Chase Manhattan Plaza, 12th floor New York, NY 10081-0001
- ----------------------------------------------------------------------------- Equal Opportunity at Chase Chase actively seeks to identify, develop and advance talented people, and to promote an environment free from discrimination. Shareholders wishing to receive information regarding Chase's programs may request additional information from the corporation.
Design: Corporate Communications 0694068. Printed in USA.