[CITIZENS BANKING CORPORATION LETTERHEAD] EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Charles D. Christy Chief Financial Officer (810) 237-4200 TRADED: NASDAQ SYMBOL: CBCF OCTOBER 18, 2002 CITIZENS BANKING CORPORATION THIRD QUARTER RESULTS AND DIVIDEND ANNOUNCEMENT FLINT, MICHIGAN --- Citizens Banking Corporation announced a third quarter net loss of $45.9 million, or $1.03 per diluted share. This compares with net income of $28.0 million, or $0.60 per diluted share for the same quarter of 2001. The third quarter loss was largely a result of an incremental provision for loan losses of $80 million, a previously announced special charge of $13.8 million and other charges of $9.4 million. The after tax effect of these unusual items was $67.1 million or $1.50 per diluted share. For the nine months ended September 30, 2002, net income totaled $3.5 million, or $0.08 per share compared with net income of $78.9 million, or $1.69 per share for the nine month period ending September 30, 2001. The $80 million incremental loan loss provision was recorded primarily in response to an unusually high amount of commercial credits that deteriorated to charge-offs during the quarter, as well as increases in nonperforming and impaired commercial credits. Higher loss factors based on more recent loan loss experience also had an effect on the provision. On September 26, 2002, Citizens announced a special charge of $13.8 million ($9.0 after tax) to cover the costs of restructuring its consumer, business and wealth management lines of business. Today, Citizens is announcing the results of several other initiatives undertaken during the third quarter to improve its credit risk profile and strengthen its financial position. "We have taken a number of dramatic actions designed to improve our company and to grow earnings. These are the right steps to strengthen our balance sheet, recognize the impact of the economy on our loan portfolio and put us in a position to capitalize on the strategic restructuring of our lines of business," stated William R. Hartman, president and CEO. KEY ACTIONS IN THE QUARTER: - - We completed an in-depth review of the loan portfolio. As a result of this review, we enhanced our credit risk criteria that should benefit future credit quality and modified our loan loss allocation methodology experience factors. - - We launched restructuring initiatives within our three major lines of business (consumer banking, business banking and wealth management) to enable us to compete more effectively, reduce layers of management, be more customer oriented, and better position us to grow core deposits and loans. We streamlined operations and implemented new cost reduction initiatives aimed at improving core earnings and operating efficiency, as part of our restructuring efforts. - - We made an important change to the consumer banking structure by reinstating the branch manager concept in our retail delivery network. This decision supports the practice of one contact person for all client service needs. - - We strengthened our management team with a combination of our veterans and new talent from outside the Company, including a consumer banking manager, a head of operations and technology and a chief financial officer. - - We prepaid $75 million of high cost FHLB debt to improve balance sheet flexibility, further reduce our funding costs and improve our interest rate sensitivity. - - We recorded other third quarter charges of $9.4 million including a $3.3 million penalty for the aforementioned FHLB debt retirement, a $2.0 million contribution to Citizens' charitable trust; market valuation adjustments including: $979,000 in other real estate, $668,000 of mortgage-related securities premium, $650,000 in life insurance cash surrender values, $662,000 in equity investments; $406,000 to record additional depreciation on obsolete assets; and other losses of $658,000. Discussing the actions taken during the third quarter, Hartman noted, "Even after the special charges and loan loss provision, our capital position remains strong. In light of our capital position and earnings outlook, the Board of Directors has again declared the quarterly dividend of $0.285 per common share." BALANCE SHEET Citizens' total assets at September 30, 2002 were $7.614 billion, a decrease of $65 million or .85% from December 31, 2001. Loans declined $248 million from year end 2001 caused primarily by a $229 million decline in the mortgage loan portfolio. Mortgage loans declined as Citizens continued selling the majority of its current mortgage loan production into the secondary market due to the low interest rate environment. During the third quarter, Citizens securitized $14.2 million of current fixed rate mortgage loan production and $50.8 million in seasoned fixed and adjustable rate mortgage loans and is currently holding these securities within its investment portfolio. During the second quarter, Citizens securitized $63.5 million in seasoned adjustable rate mortgage (ARM) loans and subsequently sold these securities at a $2.4 million gain. Commercial loan balances have remained flat since December 31, 2001 due to weaker demand caused by the sluggish economy, particularly within the manufacturing sector in Citizens' markets. Consumer loans, other than mortgage loans, have increased $49 million from year end, due to growth in home equity lending. Deposits have remained essentially flat from year end 2001 as growth in core deposits was offset by a decline in brokered and large denomination time deposits as part of Citizens' strategy to reduce higher cost funding. In addition, Citizens prepaid $75 million in high cost Federal Home Loan Bank debt at the end of the third quarter. NET INTEREST MARGIN AND NET INTEREST INCOME Net interest margin declined to 4.40% in the third quarter compared to 4.45% in the second quarter of 2002 and 4.44% in the third quarter of 2001. The decline in net interest margin is primarily attributable to the amortization of additional premium on mortgage related obligations within Citizens' investment portfolio. The additional amortization of $0.7 million (included in other charges) was caused by faster repayments on these mortgage-related instruments due to the high rate of refinances in the mortgage industry. The prepayment of some high cost Federal Home Loan Bank advances at the end of the third quarter will have a positive effect on net interest margin and interest rate sensitivity beginning in the fourth quarter. Net interest income declined $3.1 million in the third quarter of 2002 compared to the same period a year ago. The decline is primarily attributable to a lower level of earning assets caused by a decline in loan balances, particularly mortgage loans. On a year to date basis, net interest margin improved to 4.43% in the first nine months of 2002 from 4.27% in the same period a year ago. The improvement resulted from significantly lower funding costs as the cost of interest bearing liabilities declined 168 basis points to 2.83% in the first nine months of 2002 from 4.51% in the same period of 2001. Despite the improvement in net interest margin, net interest income declined $4.8 million to $225.6 million during this period due primarily to a lower level of earning assets. NONINTEREST INCOME Noninterest income totaled $19.7 million during the third quarter, down $15 million or 43% from the same quarter in 2001. Excluding the $11.0 million gain on the sale of NYCE stock during the third quarter of 2001, the $2.3 million decline in bankcard fees due to the second quarter 2002 sale of the merchant services business and the $1.6 million of other charges recorded in the third quarter of 2002, noninterest income was essentially flat in the third quarter of 2002 compared to 2001. Trust fees declined $724,000 or 14.2% due to a 19.4% decline in trust assets under administration primarily from weak equity markets. NONINTEREST INCOME - CONTINUED Service charges on deposit accounts decreased $340,000 due to a decline in overdraft fees. Mortgage and other loan income increased $88,000 or 3% for the quarter compared to the same period in 2001 and brokerage and investment fees were up $307,000 or 15%. Other charges recorded in noninterest income are comprised of market value adjustments of $650,000 in life insurance cash surrender values and $662,000 in equity investments, and other losses of $275,000. For the nine months ended September 30, 2002 noninterest income declined $16.4 million from the same period of 2001 to $75.1 million. Higher gains from sales of assets in 2001 than in 2002 of $11.2 million as well as other charges of $1.6 million in 2002 accounted for $12.8 million of this decline. Bankcard fees declined $3.7 million reflecting the second quarter 2002 sale of the merchant services business and the second quarter 2001 sale of the Michigan credit card portfolio. Trust fees declined $1.6 million due to a 14.7% decline in trust assets under administration while deposit service charges decreased $1.1 million. Brokerage and investment fees increased $1.1 million, and mortgage and other loan income increased $430,000, partially offsetting the decline. OPERATING EXPENSES Operating expenses for the quarter were $79.5 million, compared to $64.3 million for the third quarter of 2001. Excluding the special charge of $13.8 million in connection with the restructuring initiatives set forth above and other charges of $7.1 million, operating expenses declined $5.6 million or 8.8% in the current quarter over the same period of 2001. Bankcard expenses decreased $2.2 million due to the aforementioned sale of the merchant services business. Intangible asset amortization declined $1.8 million from 2001 due to the adoption of a new accounting standard that eliminated goodwill amortization. Data processing service fees were down $430,000 or 12.3% to $3,066,000. Other charges recorded in operating expenses included a $3.3 million prepayment penalty on high cost FHLB advances, a $2.0 million contribution to Citizens' charitable trust, a $1.0 million valuation allowance on other real estate owned, $406,000 in additional depreciation on equipment to be retired early and $383,000 in losses and other items. For the nine months ending September 30, 2002 noninterest expenses, excluding the special charge of $13.8 million and $7.1 million of other charges, decreased $9.2 million from the same period of the prior year. The decrease was due to lower intangible asset amortization of $5.4 million, lower bankcard expenses of $3.4 million and decreased data processing costs of $518,000. Partially offsetting these decreases were higher compensation expenses of $914,000 and professional services of $655,000. Higher professional fees were the result of the engagement of banking industry consultants to assist in the restructuring. CREDIT QUALITY The $80 million incremental loan loss provision resulted from an unusually high amount of commercial credits that deteriorated to charge-off during the quarter as well as increases in nonperforming impaired credits within Citizens' commercial loan portfolio during the third quarter of 2002. Loan charge-offs during the quarter totaled $65.5 million, of which $62.0 million were from the commercial loan portfolio. Charge-offs of $37.0 million, comprising nearly 60% of the commercial loan net charge-offs, related to seven customers. The loan charge-offs were from a variety of industries, including automotive manufacturing and packaging, heavy construction, health supplement products and real estate development. Nonperforming assets increased to $108.0 million at September 30, 2002, up from $87.8 million at June 30, 2002. As a result of the higher loan charge-offs and nonperforming asset levels, and the impact of recent loan loss history on the loan loss allowance formula, the provision for loan losses increased to $89.3 million during the quarter compared to $8.5 million in the same quarter of last year. The reserve for loan losses increased to $104.2 million or 1.89% of loans from $80.4 million, or 1.45% of loans, at June 30, 2002. "Many of our commercial clients have been negatively affected by a weak economy that has yet to show significant signs of recovery. Consequently, business expansion plans have been curtailed, inventory levels have been reduced and our clients' ability to repay their debt, in some cases, has been compromised," remarked Hartman. CREDIT QUALITY - CONTINUED "In addition to adjustments to our reserves, our new business banking structure will place the company's most qualified client contact staff closer to the clients they serve and will provide them with the credit and decision-making support they need to serve their clients more quickly and efficiently. This support begins with the placement of credit officers in the field to work directly with the commercial sales staff. Another benefit to the new structure is the implementation of an automated credit approval process to improve our credit underwriting for small business lending. Bringing all of the elements for quality decision making to the beginning of the credit process should provide us with an improved early warning process," commented Hartman. DIVIDEND ANNOUNCEMENT The Board of Directors of Citizens Banking Corporation declared a cash dividend of $0.285 per share of common stock. The dividend is payable on November 6, 2002, to shareholders of record on October 25, 2002. EARNINGS OUTLOOK Citizens is anticipating fourth quarter earnings per share of $0.48 to $0.51 with modest growth off that base in 2003. After management's initiatives become more fully implemented in the first half of 2003, the Company expects earnings growth to accelerate and targets a 7% to 10% earnings per share growth in 2004 compared to 2003. OTHER NEWS Citizens also announced the addition of two new officers to its management team. Roy Eon was appointed executive vice president and head of Citizens' operations and technology division on July 29, 2002. Prior to joining Citizens, Eon was manager of operations and technology for First Merchants Corporation in Muncie, Indiana. He also spent 16 years with Bank One in a variety of operations positions and was named national manager of Bank One's deposit operations in 1997. Also, Charles D. Christy was appointed to the position of chief financial officer and executive vice president on September 3, 2002. Christy was with Bank One Corporation from 1991 until joining Citizens, serving in several Bank One units as either the chief financial officer or treasurer. Most recently, he was director of strategy and acquisitions for Bank One's investment management group. As part of the Board's original management succession plan, William R. Hartman, president and CEO, has been appointed to the additional post of chairman of the board, effective January 17, 2003, succeeding the retiring Robert J. Vitito. SAFE HARBOR STATEMENT Discussions in this release that are not statements of historical fact (including statements in the "Earnings Outlook" and statements that include terms such as "believe", "expect", and "anticipate") are forward-looking statements that involve risks and uncertainties, and the Company's actual future results could materially differ from those discussed. Factors that could cause or contribute to such differences include, but are not limited to, the Company's future lending and collections experience, the effects of acquisitions and the ability to integrate acquired operations, market acceptance of the Company's products and services, competition from other institutions and unanticipated changes in the competitive environment, changes in the banking industry and its regulation, needs for technological change, relationships with third party vendors and clients, the effect of terrorist attacks and potential attacks and other factors, including those which are discussed in the Company's filings with the Securities and Exchange Commission. Other factors not currently anticipated by management may also materially and adversely affect Citizens' results of operations. Citizens does not undertake, and expressly disclaims any obligation, to update or alter its forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law. #### (Financial highlights follow) Visit our Web site at http://www.citizensonline.com CONSOLIDATED BALANCE SHEETS (UNAUDITED) CITIZENS BANKING CORPORATION AND SUBSIDIARIES SEPTEMBER 30, December 31, (in thousands) 2002 2001(1) ASSETS Cash and due from banks $ 221,218 $ 224,416 Money market investments: Federal funds sold -- 891 Interest-bearing deposits with banks 2,498 3,455 Term federal funds sold -- -- ---------- ---------- Total money market investments 2,498 4,346 Securities available-for-sale: Taxable 1,051,678 864,516 Nontaxable 449,049 433,180 ---------- ---------- Total securities 1,500,727 1,297,696 Mortgage loans held for sale 121,288 150,443 Loans 5,524,023 5,771,963 Less: Allowance for loan losses (104,158) (80,299) ---------- ---------- Net loans 5,419,865 5,691,664 Premises and equipment 122,006 128,805 Goodwill 54,785 54,785 Other intangible assets 23,858 26,191 Other assets 147,592 100,529 ---------- ---------- TOTAL ASSETS $7,613,837 $7,678,875 ---------- ========== LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest-bearing deposits $ 888,642 $ 903,900 Interest-bearing deposits 5,015,080 5,061,226 ---------- ---------- Total deposits 5,903,722 5,965,126 Federal funds purchased and securities sold under agreements to repurchase 281,676 233,077 Other short-term borrowings 166,662 81,353 Other liabilities 64,027 72,756 Long-term debt 529,497 629,099 ---------- ---------- Total liabilities 6,945,584 6,981,411 SHAREHOLDERS' EQUITY Preferred stock - no par value: Common stock - no par value: 135,833 155,720 Retained earnings 486,762 521,191 Other accumulated comprehensive net income 45,658 20,553 ---------- ---------- Total shareholders' equity 668,253 697,464 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $7,613,837 $7,678,875 ========== ========== (1) Certain amounts have been reclassified to conform with current year presentation. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) CITIZENS BANKING CORPORATION AND SUBSIDIARIES Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except per share amounts) 2002 2001(1) 2002 2001(1) INTEREST INCOME Interest and fees on loans $ 95,924 $121,137 $292,912 $381,614 Interest and dividends on investment securities: Taxable 14,150 12,973 41,121 44,562 Nontaxable 5,319 5,499 16,038 16,238 Money market investments 165 797 755 1,810 -------- -------- -------- -------- Total interest income 115,558 140,406 350,826 444,224 -------- -------- -------- -------- INTEREST EXPENSE Deposits 31,725 48,653 99,160 164,314 Short-term borrowings 1,007 4,761 2,876 24,821 Long-term debt 7,644 8,732 23,240 24,784 -------- -------- -------- -------- Total interest expense 40,376 62,146 125,276 213,919 -------- -------- -------- -------- NET INTEREST INCOME 75,182 78,260 225,550 230,305 Provision for loan losses 89,250 8,500 103,900 18,911 -------- -------- -------- -------- Net interest income (loss) after provision for loan losses (14,068) 69,760 121,650 211,394 -------- -------- -------- -------- NONINTEREST INCOME Service charges on deposit accounts 6,620 6,960 19,767 20,844 Trust fees 4,372 5,096 14,260 15,860 Mortgage and other loan income 2,928 2,840 9,825 9,395 Brokerage and investment fees 2,337 2,030 7,020 5,933 Bankcard fees 672 2,922 5,359 9,032 Investment securities gains 45 49 (12) 400 Gain on sale of assets -- 11,017 7,836 19,012 Other 2,760 3,793 11,020 10,983 -------- -------- -------- -------- Total noninterest income 19,734 34,707 75,075 91,459 -------- -------- -------- -------- NONINTEREST EXPENSE Salaries and employee benefits 32,218 32,304 96,262 95,348 Equipment 5,167 4,655 14,981 14,686 Occupancy 4,307 4,174 13,506 13,554 Professional services 3,524 3,646 9,713 9,058 Data processing services 3,066 3,496 9,441 9,959 Intangible asset amortization 725 2,530 2,174 7,590 Bankcard expense 134 2,334 3,787 7,178 Special charge 13,807 -- 13,807 -- Other 16,597 11,131 38,586 33,224 -------- -------- -------- -------- Total noninterest expense 79,545 64,270 202,257 190,597 -------- -------- -------- -------- INCOME (LOSS) BEFORE INCOME TAXES (73,879) 40,197 (5,532) 112,256 Income tax provision (benefit) (27,950) 12,235 (9,045) 33,341 -------- -------- -------- -------- NET INCOME (LOSS) $(45,929) $ 27,962 $ 3,513 $ 78,915 -------- -------- -------- -------- NET INCOME (LOSS) PER SHARE: Basic $ (1.03) $ 0.60 $ 0.08 $ 1.70 Diluted (1.03) 0.60 0.08 1.69 AVERAGE SHARES OUTSTANDING: Basic 44,610 46,102 44,819 46,321 Diluted 44,610 46,670 45,295 46,799 (1) Certain amounts have been reclassified to conform with current year presentation. SELECTED QUARTERLY INFORMATION CITIZENS BANKING CORPORATION AND SUBSIDIARIES <Table> <Caption> 3RD QTR 2002 2ND QTR 2002 1ST QTR 2002 4TH QTR 2001 3RD QTR 2001 2 SUMMARY OF OPERATIONS (THOUSANDS) Interest income (1) $115,558 $116,993 $118,275 $129,335 $140,406 Interest expense 40,376 41,584 43,316 51,659 62,146 Net interest income 75,182 75,409 74,959 77,676 78,260 Provision for loan losses 89,250 9,400 5,250 7,496 8,500 Net interest income (loss) after provision for loan (14,068) 66,009 69,709 70,180 69,760 losses Noninterest income before securities gains (1) 19,689 28,238 24,724 25,599 34,658 Investment securities gains 45 2,377 2 423 49 Noninterest expense before special charge (1) 65,738 61,521 61,191 60,586 64,270 Special charge 13,807 -- -- -- -- Income tax provision (benefit) (27,950) 9,764 9,141 9,874 12,235 Net income (loss) (45,929) 25,339 24,103 25,742 27,962 -------------------------------------------------------------------------- AT PERIOD END (MILLIONS) Total assets $ 7,614 $ 7,547 $ 7,482 $ 7,679 $ 7,715 Total earning assets 7,149 7,160 7,102 7,224 7,304 Total loans 5,524 5,567 5,613 5,772 5,866 Total deposits 5,904 5,866 5,861 5,965 5,890 Total shareholders' equity 668 715 700 697 721 -------------------------------------------------------------------------- AVERAGE BALANCES (MILLIONS) Total assets $ 7,616 $ 7,533 $ 7,565 $ 7,701 $ 7,809 Total earning assets 7,194 7,150 7,157 7,287 7,388 Total loans 5,577 5,536 5,623 5,786 5,918 Total deposits 5,951 5,900 5,924 5,930 5,944 Total shareholders' equity 711 702 701 708 713 Shareholders' equity / assets 9.34% 9.32% 9.27% 9.19% 9.13% -------------------------------------------------------------------------- CREDIT QUALITY STATISTICS (THOUSANDS) Nonaccrual loans $ 98,732 $ 77,624 $ 67,998 $ 68,793 $ 66,875 Loans 90 or more days past due and still accruing 1,260 1,207 3,176 4,168 4,665 Restructured loans -- 336 336 337 171 -------- -------- -------- -------- -------- Total nonperforming loans 99,992 79,167 71,510 73,298 71,711 Other repossessed assets acquired (ORAA) 8,025 8,621 8,600 5,947 7,325 -------- -------- -------- -------- -------- Total nonperforming assets $108,017 $ 87,788 $ 80,110 $ 79,245 $ 79,036 ======== ======== ======== ======== ======== Allowance for loan losses $104,158 $ 80,447 $ 80,425 $ 80,299 $ 81,355 Allowance for loan losses ratio 1.89% 1.45% 1.43% 1.39% 1.39% Allowance for loan losses as a percent of nonperforming assets 96.43 91.64 100.39 101.33 102.93 Allowance for loan losses as a percent of nonperforming loans 104.17 101.62 112.47 109.55 113.45 Nonperforming assets as a percent of loans plus ORAA 1.95 1.57 1.43 1.37 1.35 Nonperforming assets as a percent of total assets 1.42 1.16 1.07 1.03 1.02 Net loans charged off as a percent of average loans (annualized) 4.70 0.68 0.37 0.57 0.57 Net loans charged off (000) $ 65,539 $ 9,378 $ 5,124 $ 8,312 $ 8,496 -------------------------------------------------------------------------- PER COMMON SHARE DATA Net Income (loss): Basic ($1.03) $ 0.57 $ 0.53 $ 0.57 $ 0.60 Diluted (1.03) 0.56 0.53 0.56 0.60 Dividends 0.285 0.285 0.275 0.275 0.275 Market Value: High $ 29.43 $ 33.88 $ 33.20 $ 34.02 $ 32.75 Low 23.35 27.82 30.67 27.70 27.30 Close 24.17 28.98 32.47 32.88 32.08 Book value 14.97 16.02 15.55 15.46 15.77 Shares outstanding, end of period (000) 44,631 44,624 45,028 45,098 45,742 -------------------------------------------------------------------------- PERFORMANCE RATIOS (ANNUALIZED) Net interest margin (FTE) 4.40% 4.45% 4.45% 4.48% 4.44% Return on average assets (2.39) 1.35 1.29 1.33 1.42 Return on average shareholders' equity (25.63) 14.48 13.94 14.42 15.56 Efficiency ratio (2) 58.64 60.40 59.22 57.06 60.86 -------------------------------------------------------------------------- </Table> (1) Third quarter amounts for 2002 include other charges as follows: $701,000 in interest income, $1,587,000 in noninterest income, and $7,068,000 in noninterest expense. (2) Excludes nonrecurring gains, special and other charges. FINANCIAL SUMMARY AND COMPARISON CITIZENS BANKING CORPORATION AND SUBSIDIARIES SEPTEMBER 30 2002 2001 % CHANGE - --------------------------------------------------------------------------------------------------------------------------- SUMMARY OF OPERATIONS (THOUSANDS) Interest income (1) $350,826 $444,224 (21.0)% Interest expense 125,276 213,919 (41.4) Net interest income 225,550 230,305 (2.1) Provision for loan losses 103,900 18,911 449.4 Net interest income after provision for loan losses 121,650 211,394 (42.5) Noninterest income before securities gains (1) 72,651 85,687 (15.2) Investment securities gains 2,424 5,772 (58.0) Noninterest expense before special charge (1) 188,450 190,597 (1.1) Special charge 13,807 -- -- Income tax provision (benefit) (9,045) 33,341 (127.1) Net income 3,513 78,915 (95.5) - --------------------------------------------------------------------------------------------------------------------------- AT PERIOD END (MILLIONS) Total assets $7,614 $7,715 (1.3)% Total earning assets 7,149 7,304 (2.1) Total loans 5,524 5,866 (5.8) Total deposits 5,904 5,890 0.2 Total shareholders' equity 668 721 (7.4) - --------------------------------------------------------------------------------------------------------------------------- AVERAGE BALANCES (MILLIONS) Total assets $7,571 $8,015 (5.5)% Total earning assets 7,167 7,585 (5.5) Total loans 5,578 6,084 (8.3) Total deposits 5,925 6,034 (1.8) Total shareholders' equity 705 701 0.6 Shareholders' equity / assets 9.31 % 8.75 % 6.4 - --------------------------------------------------------------------------------------------------------------------------- PER COMMON SHARE DATA Net Income: Basic $0.08 $1.70 (95.3)% Diluted 0.08 1.69 (95.3) Dividends 0.845 0.810 4.3 Market Value: High $33.88 $32.75 3.5 Low 23.35 23.69 (1.4) Close 24.17 32.08 (24.7) Book value 14.97 15.77 (5.1) Tangible book value per share 13.21 14.01 (5.7) Shares outstanding, end of period (000) 44,631 45,742 (2.4) - --------------------------------------------------------------------------------------------------------------------------- PERFORMANCE RATIOS (ANNUALIZED) Net interest margin (FTE) (2) 4.43 % 4.27 % 3.7 % Return on average assets 0.06 1.32 (95.5) Return on average shareholders' equity 0.67 15.05 (95.5) Net loans charged off as a percent of average loans 1.91 0.39 389.7 - --------------------------------------------------------------------------------------------------------------------------- (1) Amounts for 2002 include other charges as follows: $701,000 in interest income, $1,587,000 in noninterest income, and $7,068,000 in noninterest expense. (2) Average rates are presented on an annual basis and include taxable equivalent adjustments to interest income of $10,843,000 and $11,132,000 for the nine months ended September 30, 2002 and 2001, respectively, based on a tax rate of 35%. NONINTEREST INCOME AND NONINTEREST EXPENSES (UNAUDITED) CITIZENS BANKING CORPORATION AND SUBSIDIARIES Quarter Ended -------------------------------------------------------------------------- Sept 30 Jun 30 Mar 31 Dec 31 Sept 30 (in thousands) 2002 2002 2002 2001 2001 - ---------------------------------------------------------------------------------------------------------------------------------- NONINTEREST INCOME: Service charges on deposit accounts $ 6,620 $ 6,515 $ 6,632 $ 6,929 $ 6,960 Trust fees 4,372 5,030 4,858 5,168 5,096 Mortgage and other loan income 2,928 2,872 4,025 3,764 2,840 Brokerage and investment fees 2,337 2,633 2,050 2,224 2,030 Bankcard fees 672 1,929 2,758 2,767 2,922 Other 4,347 3,859 4,401 3,954 3,793 ----------- ----------- ------------ ----------- ------------ Total fees and other income 21,276 22,838 24,724 24,806 23,641 Investment securities gains (losses) 45 (59) 2 423 49 ----------- ----------- ------------ ----------- ------------ Total before nonrecurring gains and other charges 21,321 22,779 24,726 25,229 23,690 ----------- ----------- ------------ ----------- ------------ Nonrecurring gains: Gain on sale of NYCE stock -- -- -- -- 11,017 Gain on sale of bank -- -- -- 793 -- Gain on sale of merchant business -- 5,400 -- -- -- Gain on securitized mortgages -- 2,436 -- -- -- Other charges: Equity investment write-down (662) -- -- -- -- Cash surrender value adjustment (650) -- -- -- -- Other losses (275) -- -- -- -- ----------- ----------- ------------ ----------- ------------ Total nonrecurring gains and other charges (1,587) 7,836 -- 793 11,017 ----------- ----------- ------------ ----------- ------------ TOTAL NONINTEREST INCOME $ 19,734 $ 30,615 $ 24,726 $ 26,022 $ 34,707 =========== =========== ============ =========== ============ OPERATING EXPENSES: Salaries and employee benefits $ 32,218 $ 31,844 $ 32,200 $ 30,930 $ 32,304 Equipment 4,761 4,956 4,858 4,631 4,655 Occupancy 4,307 4,584 4,615 4,159 4,174 Professional services 3,524 3,354 2,835 3,219 3,646 Data processing services 3,066 3,250 3,125 3,142 3,496 Intangible asset amortization 725 724 725 2,525 2,530 Bankcard expense 134 1,571 2,082 2,130 2,334 Other 9,935 11,238 10,751 9,850 11,131 ----------- ----------- ------------ ----------- ------------ Total before special and other charges 58,670 61,521 61,191 60,586 64,270 ----------- ----------- ------------ ----------- ------------ Special charge 13,807 -- -- -- -- Other charges: Prepayment penalty on debt 3,300 -- -- -- -- Contribution to charitable trust 2,000 -- -- -- -- O.R.E. valuation adjustment 979 -- -- -- -- Additional depreciation on equipment 406 -- -- -- -- Other losses 383 -- -- -- -- ----------- ----------- ------------ ----------- ------------ Total special and other charges 20,875 -- -- -- -- ----------- ----------- ------------ ----------- ------------ TOTAL NONINTEREST EXPENSES $ 79,545 $ 61,521 $ 61,191 $ 60,586 $ 64,270 =========== =========== ============ =========== ============ AVERAGE BALANCES, YIELDS AND RATES THREE MONTHS ENDED ------------------------------------------------------------------------------ 9/30/2002 6/30/2002 9/30/2001 ------------------------------------------------------------------------------ AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE (in thousands) BALANCE RATE (1) BALANCE RATE (1) BALANCE RATE (1) - ------------------------------------------------------------------------------------------------------------------------- EARNING ASSETS Money market investments $ 41,538 1.55% $ 54,620 1.69% $ 88,729 3.54% Investment securities(2): Taxable 1,009,300 5.61 1,001,223 5.83 801,660 6.47 Tax-exempt 416,550 7.86 418,178 7.85 429,847 7.87 Mortgage loans held for sale 82,804 8.29 99,097 7.52 107,323 11.42 Loans: Commercial 3,376,664 6.20 3,348,395 6.39 3,418,443 7.78 Real estate 681,658 7.03 702,178 7.23 973,129 7.38 Direct consumer 848,198 7.63 830,479 7.84 820,329 8.82 Indirect consumer 670,960 8.18 654,580 8.24 705,582 8.75 ---------- ---------- ---------- Total earning assets 7,127,672 6.65 7,108,750 6.80 7,345,042 7.80 NONEARNING ASSETS Cash and due from banks 182,153 172,645 205,544 Investment security fair value 65,960 41,128 43,086 adjustment Other nonearning assets 321,965 290,302 297,228 Allowance for loan losses (82,244) (80,246) (81,807) ---------- ---------- ---------- Total assets $7,615,506 $7,532,579 $7,809,093 ========== ========== ========== INTEREST-BEARING LIABILITIES Deposits: Demand deposits $1,151,589 1.64 $1,115,440 1.63 $ 805,186 2.15 Savings deposits 1,374,149 1.19 1,350,890 1.17 1,420,092 2.14 Time deposits 2,539,356 3.57 2,581,794 3.79 2,829,613 5.14 Short-term borrowings 249,531 1.60 213,653 1.69 420,964 4.48 Long-term debt 615,124 4.93 629,671 4.98 638,912 5.42 ---------- ---------- ---------- Total interest-bearing liabilities 5,929,749 2.70 5,891,448 2.83 6,114,767 4.03 NONINTEREST-BEARING LIABILITIES AND SHAREHOLDERS' EQUITY Demand deposits 886,387 851,867 888,822 Other liabilities 88,392 87,341 92,450 Shareholders' equity 710,978 701,923 713,054 ---------- ---------- ---------- Total liabilities and shareholders' equity $7,615,506 $7,532,579 $7,809,093 ========== ========== ========== NET INTEREST SPREAD 3.95% 3.97% 3.77% NET INTEREST INCOME AS A PERCENT OF 4.40% 4.45% 4.44% EARNING ASSETS NINE MONTHS ENDED --------------------------------------------------- 9/30/2002 9/30/2001 -------------------------------------------------- AVERAGE AVERAGE AVERAGE AVERAGE (in thousands) BALANCE RATE (1) BALANCE RATE (1) - ---------------------------------------------------------------------------------------------------------- EARNING ASSETS Money market investments $ 68,843 1.45% $ 57,878 4.15% Investment securities(2): Taxable 943,410 5.81 902,479 6.58 Tax-exempt 418,108 7.87 417,406 7.98 Mortgage loans held for sale 109,458 7.66 89,247 9.49 Loans: Commercial 3,355,483 6.38 3,466,813 8.18 Real estate 729,941 7.11 1,073,629 7.53 Direct consumer 832,054 7.86 842,184 9.33 Indirect consumer 660,943 8.25 701,266 8.77 ---------- ---------- Total earning assets 7,118,240 6.79 7,550,902 8.05 NONEARNING ASSETS Cash and due from banks 180,701 201,724 Investment security fair value adjustment 48,796 34,572 Other nonearning assets 304,525 308,930 Allowance for loan losses (81,146) (81,245) ---------- ---------- Total assets $7,571,116 $8,014,883 ========== ========== INTEREST-BEARING LIABILITIES Deposits: Demand deposits $1,112,259 1.61 $ 682,672 1.94 Savings deposits 1,364,617 1.18 1,501,233 2.63 Time deposits 2,584,035 3.81 2,967,714 5.63 Short-term borrowings 231,807 1.66 610,607 5.42 Long-term debt 624,349 4.98 581,552 5.70 ---------- ---------- Total interest-bearing liabilities 5,917,067 2.83 6,343,778 4.51 NONINTEREST-BEARING LIABILITIES AND SHAREHOLDERS' EQUITY Demand deposits 864,238 882,677 Other liabilities 85,273 87,894 Shareholders' equity 704,538 700,534 ---------- ---------- Total liabilities and shareholders' equity $7,571,116 $8,014,883 ========== ========== NET INTEREST SPREAD 3.96% 3.54% NET INTEREST INCOME AS A PERCENT OF EARNING ASSETS 4.43% 4.27% (1) Average rates are presented on an annual basis and include taxable equivalent adjustments to interest income. (2) For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.