<PAGE>   1


                                   EXHIBIT 99
                          CHEMICAL BANKING CORPORATION
                       AND THE CHASE MANHATTAN CORPORATION

                   UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                                  (IN MILLIONS)

      The following unaudited pro forma combined balance sheet combines the
historical consolidated balance sheets of Chemical Banking Corporation 
("Chemical") and The Chase Manhattan Corporation ("Chase") giving effect to
the merger of Chemical and Chase (the "Merger"), which will be accounted
for as a pooling of interests, as if the Merger had been effective on September
30, 1995. The information set forth below should be read in conjunction with the
notes to the pro forma combined financial statements which describe the pro
forma adjustments. The effect of the estimated $1.5 billion restructuring charge
($925 million net of tax) expected to be taken in connection with the Merger has
been reflected in the pro forma combined balance sheet; however, since the
proposed restructuring charge is nonrecurring, it has not been reflected in the
pro forma combined statement of income. The pro forma financial data do not give
effect to the anticipated cost savings in connection with the Merger. The pro
forma financial data are not necessarily indicative of the actual financial
position that would have occurred had the Merger been consummated on September
30, 1995 or that may be obtained in the future.

<PAGE>   2

                          CHEMICAL BANKING CORPORATION
                       AND THE CHASE MANHATTAN CORPORATION
                   UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                                  (IN MILLIONS)
<TABLE>
<CAPTION>
                                                                        AT SEPTEMBER 30, 1995
                                                      ----------------------------------------------------------
                                                        CHEMICAL         CHASE        PRO FORMA        PRO FORMA
                                                       HISTORICAL      HISTORICAL    ADJUSTMENTS        COMBINED    
                                                      -----------     -----------    -----------       ---------
<S>                                                   <C>             <C>            <C>               <C>     
 ASSETS                                                                              (a,i,j,n)
 Cash and Due from Banks                              $   7,118       $   5,141      $   -             $ 12,259
 Deposits with Banks                                      3,690           5,798          -                9,488
 Federal Funds Sold and Securities
    Purchased Under Resale Agreements                    13,348          10,959          -               24,307
 Trading Assets:
    Debt and Equity Instruments                          14,080           6,826          -               20,906
    Risk Management Instruments                          19,750           8,001          -               27,751
 Securities:   (b)
    Held-to-Maturity                                      8,074           1,900          -                9,974
    Available-for-Sale                                   26,017           5,807         (424)  (c)       31,400
 Loans                                                   85,623          64,821          424   (c)      151,031
                                                                                         163   (d)
 Allowance for Credit Losses                             (2,405)         (1,404)        -                (3,809)
 Premises and Equipment                                   2,134           1,866         (102)  (o)        3,898
 Due from Customers on Acceptances                        1,200             862          -                2,062
 Accrued Interest Receivable                              1,301           1,201          -                2,502
 Assets Acquired as Loan Satisfactions                       56           -               72   (d)          128
 Assets Held for Accelerated Disposition                    202           -              -                  202
 Other Assets                                             7,665           8,314         (235)  (d)       15,744
                                                      ---------       ---------      -------           --------
    TOTAL ASSETS                                      $ 187,853       $ 120,092      $  (102)          $307,843
                                                      =========       =========      =======           ========
 LIABILITIES
 Deposits:
    Domestic Noninterest-Bearing                      $  18,482       $  12,196      $   -             $ 30,678
    Domestic Interest-Bearing                            45,826          19,917          -               65,743
    Foreign                                              32,480          37,320          -               69,800
                                                       --------       ---------      -------           --------
       Total Deposits                                    96,788          69,433          -              166,221
 Federal Funds Purchased and Securities
    Sold Under Repurchase Agreements                     30,911          12,539          -               43,450
 Other Borrowed Funds                                    14,690           4,756       (4,946)  (e)       14,500
 Acceptances Outstanding                                  1,203             871          -                2,074
 Trading Liabilities                                     20,664          10,959        4,946   (e)       36,569
 Accounts Payable, Accrued Expenses and Other             4,229           7,038          144   (f)       12,297
 Liabilities                                                                             925   (g)
                                                                                         (39)  (o)

 Long-Term Debt                                           7,537           5,518          -               13,055
                                                        -------         -------        -----            ------- 
     TOTAL LIABILITIES                                  176,022         111,114        1,030            288,166

 STOCKHOLDERS' EQUITY
 Preferred Stock                                          1,250           1,400          -                2,650
 Common Stock                                               255             389         (203)  (h)          441
 Capital Surplus                                          6,444           4,357         (205)  (h)       10,596
 Retained Earnings                                        4,153           3,484         (144)  (f)        6,256
                                                                                        (925)  (g)
                                                                                        (249)  (h)

                                                                                         (63)  (o)

 Net Unrealized Gain (Loss) on Securities
    Available-for-Sale, Net of Taxes                       (135)              5           -                (130)
 Treasury Stock, at Cost                                   (136)           (657)         657   (h)         (136)
                                                      ---------       ---------      -------           --------
    TOTAL STOCKHOLDERS' EQUITY                           11,831           8,978       (1,132)            19,677
                                                      ---------       ---------      -------           --------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 187,853       $ 120,092      $  (102)          $307,843
                                                      =========       =========      =======           ========
</TABLE>

 SEE NOTES TO UNAUDITED PRO FORMA COMBINED
 FINANCIAL STATEMENTS

<PAGE>   3



                                   EXHIBIT 99
                          CHEMICAL BANKING CORPORATION
                       AND THE CHASE MANHATTAN CORPORATION

                UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
                      (IN MILLIONS, EXCEPT PER SHARE DATA)

      The following unaudited pro forma combined statements of income, for the
nine month periods ended September 30, 1995 and 1994, combine the historical
consolidated statements of income of Chemical and Chase giving effect to
the Merger, which will be accounted for as a pooling of interests, as if the
Merger had been effective as of the beginning of the periods indicated after
giving effect to the pro forma adjustments described in the notes to the pro
forma combined financial statements. The effect of the estimated $1.5 billion
restructuring charge ($925 million net of tax) expected to be taken in
connection with the Merger has been reflected in the pro forma combined balance
sheet; however, since the proposed restructuring charge is nonrecurring, it has
not been reflected in the pro forma combined statement of income. The pro forma
financial data do not give effect to the anticipated cost savings in connection
with the Merger. The pro forma financial data are not necessarily indicative of
the results that actually would have occurred had the Merger been consummated on
the dates indicated or that may be obtained in the future.

      THE UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME FOR EACH OF THE
THREE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992 ARE INCLUDED IN CHEMICAL'S
CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION 
ON OCTOBER 26, 1995.


<PAGE>   4
                          CHEMICAL BANKING CORPORATION
                      AND THE CHASE MANHATTAN CORPORATION
                UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
                      (IN MILLIONS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                                                         -------------------------------------------------------
                                                                          CHEMICAL         CHASE        PRO FORMA      PRO FORMA
                                                                         HISTORICAL     HISTORICAL     ADJUSTMENTS      COMBINED
                                                                         ----------     ----------     -----------     ---------
                                                                                                         (a,j,n)
<S>                                                                        <C>            <C>             <C>            <C>
INTEREST INCOME
Loans                                                                      $ 5,275        $ 4,323         $  38 (e)      $ 9,636
Securities                                                                   1,553            358           (38)(e)        1,873
Trading Assets                                                                 615            332           -                947
Federal Funds Sold and Securities Purchased Under Resale Agreements            612            786           -              1,398
Deposits with Banks                                                            211            426           -                637
                                                                           -------        -------         -----          -------
    Total Interest Income                                                    8,266          6,225           -             14,491
                                                                           -------        -------         -----          -------

INTEREST EXPENSE
Deposits                                                                     2,725          1,964           -              4,689
Short-Term and Other Borrowings                                              1,614          1,307           -              2,921
Long-Term Debt                                                                 412            299           -                711
                                                                           -------        -------         -----          -------
    Total Interest Expense                                                   4,751          3,570           -              8,321
                                                                           -------        -------         -----          -------
NET INTEREST INCOME                                                          3,515          2,655           -              6,170
Provision for Credit Losses                                                    362            210           -                572
                                                                           -------        -------         -----          -------
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES                        3,153          2,445           -              5,598
NONINTEREST REVENUE
Trust and Investment Management Fees                                           284            409           -                693
Corporate Finance and Syndication Fees                                         405            207           -                612
Service Charges on Deposit Accounts                                            225            -              91 (k)          316
Fees for Other Financial Services                                              891            831           (91)(k)        1,631
Trading Revenue                                                                440            315           -                755
Securities Gains                                                                98             32           (23)(c)          107
Other Revenue                                                                  465            345            23 (c)          833
                                                                           -------        -------         -----          -------
    Total Noninterest Revenue                                                2,808          2,139           -              4,947
                                                                           -------        -------         -----          -------
NONINTEREST EXPENSE
Salaries                                                                     1,719          1,362            (3)(l)        3,078
Employee Benefits                                                              328            418           (10)(f)          736
Occupancy Expense                                                              395            278           -                673
Equipment Expense                                                              295            249            24 (o)          568
Foreclosed Property Expense                                                    (21)           -             (39)(m)          (60)
Restructuring Charge                                                           -              -              15 (l)           15
Other Expense                                                                1,035            954           (12)(l)        2,016
                                                                               -              -              39 (m)          -
                                                                           -------        -------         -----          -------
    Total Noninterest Expense                                                3,751          3,261            14            7,026
                                                                           -------        -------         -----          -------
Income Before Income Tax Expense and Effect of Accounting Change             2,210          1,323           (14)           3,519
Income Tax Expense                                                             884            498            (6)           1,376
                                                                           -------        -------         -----          -------
INCOME BEFORE EFFECT OF ACCOUNTING CHANGE                                  $ 1,326        $   825         $  (8)         $ 2,143
                                                                           -------        -------         -----          -------
Income Applicable to Common Stock                                          $ 1,245        $   733         $  (8)         $ 1,970
                                                                           -------        -------         -----          -------
Income Per Share (Before Accounting Change):
  Primary                                                                   $ 4.95         $ 4.07                         $ 4.49
  Assuming Full Dilution                                                    $ 4.66         $ 4.04                         $ 4.32
Average Common Share Outstanding:
  Primary                                                                    251.3          180.0                          438.5 (h)
  Assuming Full Dilution                                                     268.8          181.4                          457.5 (h)
</TABLE>


         SEE NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
<PAGE>   5
                          CHEMICAL BANKING CORPORATION
                      AND THE CHASE MANHATTAN CORPORATION
                UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
                      (IN MILLIONS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994
                                                                         -------------------------------------------------------
                                                                          CHEMICAL         CHASE        PRO FORMA      PRO FORMA
                                                                         HISTORICAL     HISTORICAL     ADJUSTMENTS      COMBINED
                                                                         ----------     ----------     -----------     ---------
                                                                                                         (a,j,n)
<S>                                                                        <C>            <C>             <C>            <C>
INTEREST INCOME
Loans                                                                      $ 4,155        $ 3,929         $  44 (c)      $ 8,128
Securities                                                                   1,270            545           (44)(c)        1,771
Trading Assets                                                                 545            300           -                845
Federal Funds Sold and Securities Purchased Under Resale Agreements            372          1,048           -              1,420
Deposits with Banks                                                            280            365           -                645
                                                                           -------        -------         -----          -------
    Total Interest Income                                                    6,622          6,187           -             12,809
                                                                           -------        -------         -----          -------

INTEREST EXPENSE
Deposits                                                                     1,660          1,717           -              3,377
Short-Term and Other Borrowings                                              1,056          1,456           -              2,512
Long-Term Debt                                                                 401            229           -                630
                                                                           -------        -------         -----          -------
    Total Interest Expense                                                   3,117          3,402           -              6,519
                                                                           -------        -------         -----          -------
NET INTEREST INCOME                                                          3,505          2,785           -              6,290
Provision for Credit Losses                                                    465            410           -                875
                                                                           -------        -------         -----          -------
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES                        3,040          2,375           -              5,415
NONINTEREST REVENUE
Trust and Investment Management Fees                                           322            423           -                745
Corporate Finance and Syndication Fees                                         272            162           -                434
Service Charges on Deposit Accounts                                            222            -              80 (k)          302
Fees for Other Financial Services                                              854            799           (80)(k)        1,573
Trading Revenue                                                                600            519           -              1,119
Securities Gains                                                                65             95           (93)(c)           67
Other Revenue                                                                  447            383            93 (c)          923
                                                                           -------        -------         -----          -------
    Total Noninterest Revenue                                                2,782          2,381           -              5,163
                                                                           -------        -------         -----          -------
NONINTEREST EXPENSE
Salaries                                                                     1,634          1,298           -              2,932
Employee Benefits                                                              329            369           (10)(f)          688
Occupancy Expense                                                              431            296           -                727
Equipment Expense                                                              275            222            24 (o)          521
Foreclosed Property Expense                                                     39            -              36 (m)           75
Restructuring Charge                                                            48            -             -                 48
Other Expense                                                                1,160          1,012           (36)(m)        2,136
                                                                           -------        -------         -----          -------
    Total Noninterest Expense                                                3,916          3,197            14            7,127
                                                                           -------        -------         -----          -------
Income Before Income Tax Expense                                             1,906          1,559           (14)           3,451
Income Tax Expense                                                             791            583            (6)           1,368
                                                                           -------        -------         -----          -------
NET INCOME                                                                 $ 1,115        $   976         $  (8)         $2,083
                                                                           -------        -------         -----          -------
Income Applicable to Common Stock                                          $ 1,007        $   880         $  (8)         $ 1,879
                                                                           -------        -------         -----          -------
Income Per Share:
  Primary                                                                   $ 3.98         $ 4.76                         $ 4.22
  Assuming Full Dilution                                                    $ 3.92         $ 4.73                         $ 4.17
Average Common Shares Outstanding:
  Primary                                                                    253.0          185.0                          445.4 (h)
  Assuming Full Dilution                                                     260.6          186.1                          454.1 (h)
</TABLE>


         SEE NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
<PAGE>   6

                                   EXHIBIT 99
           NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(a)   Chemical and Chase are in the process of reviewing their accounting
      policies and as a result of this review, it may be necessary to restate
      either Chemical's or Chase's financial statements to conform to
      those accounting policies that are determined to be most appropriate by
      the combined company. While some restatements of prior periods have been
      included in the pro forma combined financial statements included in this
      Exhibit, further restatements may be necessary upon the completion of this
      review process.

(b)   Chemical and Chase intend to review their combined securities
      portfolio to determine the classification of such securities as either
      available-for-sale or held-to-maturity in connection with the combined
      company's anticipated interest rate risk position. As a result of this
      review, certain reclassifications of the combined company's securities
      might take place. No such adjustments have been made to existing
      securities classifications in the pro forma condensed combined balance
      sheet. Any such reclassifications will be accounted for in accordance with
      SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
      Securities."

(c)   Chase's historical financial data includes within available-for-sale
      securities certain securities issued by foreign governments (such as
      Mexico) to financial institutions as part of a debt renegotiation (i.e.,
      "Brady Bonds"). To conform to Chemical's classification, Chase's
      historical financial data have been reclassified on a pro forma basis to
      reflect such securities as a component of loans. Both Chemical and
      Chase have accounted for Brady Bonds in accordance with the provisions of
      SFAS 115.

      Chase's historical financial data reflect sales of Brady Bonds as a
      component of securities gains and interest income from Brady Bonds as a
      component of interest income from securities. To conform to 
      Chemical's classification, Chase's historical financial data have been
      reclassified on a pro forma basis to reflect sales of Brady Bonds as a
      component of other revenue and interest income from Brady Bonds as a
      component of interest income from loans.

(d)   Chase's historical financial data reflect assets acquired as loan
      satisfactions as a component of other assets. Effective January 1, 1995,
      Chase adopted SFAS 114, "Accounting by Creditors for Impairment of a
      Loan," and prospectively classified in substance foreclosures (ISFs) as
      nonperforming loans (the ISF balance as of the January 1, 1995 adoption
      remained in other assets). To conform to Chemical's classification,
      Chase's September 30, 1995 historical financial data have been
      reclassified on a pro forma basis to reflect the remaining $163 million
      balance of ISFs as nonperforming loans. To conform to Chemical's 
      classification, Chase's historical financial data have been reclassified
      on a pro forma basis to reflect assets acquired as loan satisfactions
      (excluding ISFs) as a separate balance sheet caption.

(e)   Chemical's historical financial data reflect securities sold but
      not yet purchased as a component of other borrowed funds. To conform to
      Chase's classification, Chemical's historical financial data have
      been reclassified on a pro forma basis to reflect its securities sold but
      not yet purchased as a component of trading liabilities.

(f)   Chase elected at the time of its adoption of SFAS No. 106 (effective
      January 1, 1993) to amortize the transition liability for accumulated
      postretirement benefits over 20 years, while Chemical upon its
      adoption of SFAS No. 106 (effective January 1, 1993) elected to expense
      its entire transition liability. To conform with Chemical's adoption of 
      SFAS No. 106, Chase's historical financial data have been


<PAGE>   7



      adjusted on a pro forma basis to reverse the amortization of Chase's
      transition liability reflected as a component of OPEB expense under SFAS
      106. Chase's transition liability of approximately $270 million ($167
      million after-tax), net of the $38 million ($23 million after-tax)
      reversal of amortization expense, has been reflected in retained earnings
      on the pro forma consolidated balance sheet. Both the pre-tax and tax
      effect are included in the caption "Accounts Payable, Accrued Expenses and
      Other Liabilities" on the pro forma balance sheet.

(g)   In connection with the Merger, it is expected that a one-time
      restructuring charge of approximately $1.5 billion ($925 million
      after-tax) will be incurred at the time of the consummation of the Merger.
      The restructuring charge is the result of severance expenses to be
      incurred in connection with anticipated staff reductions, costs incurred
      in connection with planned office eliminations and other merger-related
      expenses, including costs to eliminate redundant back office and other
      operations of Chemical and Chase. The restructuring charge is
      assumed to have the following components for the purpose of the pro forma
      financial statements:

                                                        (IN MILLIONS)
<TABLE>
<CAPTION>
<S>                                                       <C>  
                   Severance . . . . . . . . . . . . . . . $   550
                   Real Estate Costs . . . . . . . . . . .     550
                   Other . . . . . . . . . . . . . . . . .     400
                                                           -------
                                                           $ 1,500
                                                           -------
</TABLE>

      The effect of the proposed restructuring charge has been reflected in the
      pro forma combined balance sheet; however, since the proposed
      restructuring charge is nonrecurring, it has not been reflected in the pro
      forma combined statement of income. Both the pre-tax and tax effect are
      included in the caption "Accounts Payable, Accrued Expenses and Other
      Liabilities" on the pro forma balance sheet.

(h)   It is assumed that the Merger will be accounted for on a pooling of
      interests accounting basis and, accordingly, the related pro forma
      adjustments to the common stock, capital surplus and retained earnings
      accounts at September 30, 1995 reflect (i) an exchange of 186.1 million
      shares of Chemical's Common Stock (using the exchange ratio of
      1.04) for the 179.0 million shares of Chase common stock outstanding at
      September 30, 1995; (ii) the exchange of each outstanding share of Chase
      preferred stock into one share of Chemical's preferred stock; and
      (iii) the cancellation and retirement of all remaining shares of Chase
      common stock held in Chase's treasury. Reference is made to the Form 8-K,
      which Chemical has filed with the Securities and Exchange
      Commission on October 26, 1995, for more information regarding the Merger.

      For the income per share calculations, the pro forma combined average
      common shares outstanding (primary and assuming full dilution) reflects
      the exchange of Chemical's Common Stock (using the exchange ratio
      of 1.04) for the outstanding shares of Chase common stock.

(i)   The pro forma financial information presented does not give effect to the
      planned net repurchase of up to a maximum of 9 million shares in the
      aggregate of Chemical's Common Stock and of Chase's Common Stock
      (after giving effect to the issuance of shares by both Chemical and
      Chase under various employee benefit plans) prior to the consummation of
      the Merger pursuant to their respective previously announced buyback
      programs.

(j)   On September 2, 1995, Chase acquired the securities processing businesses
      of U.S. Trust Corporation which was merged into Chase and accounted for
      under the purchase method. The results of U.S. Trust Corporation are
      included in these statements from the date of acquisition.


<PAGE>   8



      Chemical's disposition of approximately 60% of Chemical Bank New
      Jersey, National Association in the 1995 fourth quarter is not considered
      significant to the pro forma combined financial statements and, therefore,
      its impact is not included in these statements.

(k)   Chase's historical financial data reflect service charges on deposit
      accounts as a component of fees for other financial services. To conform
      to Chemical's classification, such charges have been reclassified
      under a separate caption.

(l)   Chase's historical financial statements reflect the components of
      restructuring charges within various noninterest expense categories. To
      conform to Chemical's classification, all such charges have been
      reclassified to restructuring charge.

      The following costs have been reclassified:

<TABLE>
<CAPTION>
                                                             NINE MONTHS
                                                       ENDED SEPTEMBER 30, 1995    
                                                       ------------------------
                                                             (IN MILLIONS)
<S>                                                              <C>   
         Salaries . . . . . . . . . . . . . . . . . . . . .      $    3
         Other Expense  . . . . . . . . . . . . . . . . . .          12    
                                                                 ------
         Costs reclassified to Restructuring Charge . . . .      $   15    
                                                                 ======
                                                                  
</TABLE>


(m)   Chase's historical financial data reflect foreclosed property expense as a
      component of other expense. To conform to Chemical's classification, 
      Chase's historical financial data have been reclassified on a pro forma 
      basis to reflect foreclosed property expense as a separate income 
      statement caption.

(n)   Transactions between Chemical and Chase are not material in relation to 
      the pro forma combined financial statements and therefore intercompany 
      balances have not been eliminated from the pro forma combined amounts.

(o)   Chase's historical financial data reflect the capitalization of computer
      software costs. To conform to Chemical's accounting policy, Chase's
      historical financial data have been adjusted on a pro forma basis to
      recognize immediately as expense those computer software costs that are
      capitalized.

      The pro forma adjustment to the balance sheet reflects the unamortized
      capitalized computer software costs of $102 million ($63 million net of
      tax) as of September 30, 1995. The pro forma adjustment to the statement
      of income for each period reflects the net impact of (i) charging to
      expense computer software costs that were capitalized during each
      respective period less (ii) the elimination of the previously recorded
      amortization of capitalized computer software costs.