EXHIBIT 99.1 FOR IMMEDIATE RELEASE JANUARY 15, 2004 CITIZENS BANKING CORPORATION FOURTH QUARTER RESULTS AND DIVIDEND ANNOUNCEMENT FLINT, MICHIGAN --- Citizens Banking Corporation announced net income of $18,074,000 or $0.41 per diluted share for the three months ended December 31, 2003, compared to net income of $21,525,000 or $0.48 per diluted share in the same quarter of 2002. The decrease in net income was attributable to lower net interest income, as the net interest margin declined in the continued low interest rate environment, and was also attributable to a decline in mortgage banking income resulting from significantly lower mortgage origination volume. Higher noninterest expense also contributed to the decline in net income. The provision for loan losses decreased, as credit quality improved, partially offsetting the decline in revenue and the increase in noninterest expense. Returns on average assets and average equity during the fourth quarter were 0.93% and 11.45%, respectively, compared with 1.13% and 13.06%, in the fourth quarter of 2002. For the year ended December 31, 2003, Citizens recorded net income of $65,951,000 or $1.51 per diluted share compared to $25,038,000 or $0.56 per diluted share for 2002, an increase of 163% and 170%, respectively. The increase in net income for 2003 was due primarily to the actions taken in the third quarter of 2002 to restructure the company along its three major lines of business and improve its credit quality risk profile. Those actions resulted in an $89.3 million loan loss provision and special and other charges of $23.2 million in the third quarter of 2002. For the full year 2003, the provision for loan losses declined $57.2 million to $63.0 million compared with $120.2 million in 2002. Noninterest expense declined $26.4 million as a result of the prior year special and other charges and, to a lesser extent, lower compensation expense. Returns on average assets and average equity for the year were 0.86% and 10.44%, respectively, compared with 0.33% and 3.62% for 2002. "We're pleased to generate another solid quarter of credit quality improvement," stated William R. Hartman, chairman, president and CEO. "With a 15.6% decrease from last quarter, non-performing loans are now at the lowest level in seven quarters. Net charge-offs declined 25% from last quarter to $7.7 million, also the lowest level in seven quarters. We expect to make continued progress in credit quality during 2004, in addition to completing many more of the strategic initiatives of our achieving the vision project," Hartman continued. KEY HIGHLIGHTS OF THE QUARTER: - - The provision for loan losses and net charge-offs continued to trend downward in the fourth quarter. The provision for loan losses declined by 22% to $8.0 million and net charge-offs decreased 25% to $7.7 million for the fourth quarter compared to the third quarter 2003. - - Nonperforming assets decreased $14.2 million or 15.6% to $77.0 million from third quarter 2003 levels, representing 1.47% of total loans, down from 1.76% a year ago and 1.74% last quarter. Commercial nonperforming asset inflows slowed to $17.8 million for the quarter from $21.1 million in the third quarter of 2003 while outflows totaled $32.8 million. - - Citizens' consumer banking line of business completed two successful product campaigns during the fourth quarter. The Home Equity campaign resulted in $100 million of new home equity loans representing outstanding balances of over $66 million. A checking account promotion resulted in over 8,000 new checking accounts with balances in excess of $41 million. - - Citizens Bank Wealth Management, N.A. successfully completed the conversion of its trust and investment accounting systems and operations and the conversion of its retirement services recordkeeping systems and operations. - - Citizens' treasury management business unit successfully implemented a full-service wholesale and retail image-enabled lockbox to process client receivables and introduced significant enhancements to its commercial internet banking solution during the quarter. BALANCE SHEET Citizens' total assets at December 31, 2003 were $7.711 billion, a decrease of $76 million or 0.98% from September 30, 2003 and an increase of $186 million or 2.5% from December 31, 2002. Total assets increased from December 31, 2002 levels due to the expansion of the investment portfolio in the first half of 2003 partially offset by a decline in loans and mortgage loans held for sale. Total assets declined from September 30, 2003 levels due to a decrease in mortgage loans held for sale. Loans increased $19.3 million or 0.37% from September 30, 2003 and decreased $186.9 million or 3.4% from December 31, 2002. Commercial loan balances decreased $44.2 million or 1.5% from September 30, 2003 and $308.3 million or 9.4% from December 31, 2002 resulting from increased activity in fixed-rate loan refinancing and paydowns, lower demand for commercial credit and earlier identification and reduction of exposure on credits with the potential to deteriorate. The decline in the fourth quarter occurred in Citizens' Wisconsin market and the overall decline for 2003 occurred in all markets. Consumer loans, excluding mortgage loans, increased $58.0 million or 3.4% from September 30, 2003 and $250.0 million or 16.5% from December 31, 2002. Home equity loans increased $69.0 million or 10.2% from September 30, 2003 and $196.5 million or 35.6% from December 31, 2002. Three very successful home equity marketing campaigns conducted during the second, third and fourth quarters drove the exceptional growth in this product line. Other direct loans declined $12.1 million and $34.4 million compared with September 30, 2003 and December 31, 2002, respectively, as a result of higher prepayments due to the low interest rate environment. Indirect loans increased $1.1 million and $87.9 million compared with September 30, 2003 and December 31, 2002, respectively, as a result of capturing a greater share from Citizens' existing dealer base. Mortgage loans remained virtually flat at December 31, 2003 compared with September 30, 2003 levels, but declined $128.6 million from December 31, 2002 as most new origination volume was sold into the secondary market. Mortgage origination volume increased during 2003 as Citizens continued to benefit from the favorable interest rate environment with refinance business comprising a majority of the volume. For 2003, closed mortgage volume was approximately $1.44 billion, a record volume for Citizens, compared to $1.27 billion in 2002. Total deposits were $5.442 billion as of December 31, 2003, compared to $5.482 billion as of September 30, 2003, and $5.937 billion as of December 31, 2002, a decrease of 0.7% and 8.3% respectively. This decline reflects Citizens' less aggressive deposit pricing posture during the lower interest rate environment which caused retail and other CDs to decline by $421.7 million at December 31, 2003 compared with December 31, 2002. Core deposits increased $3.6 million at December 31, 2003 compared with September 30, 2003 as a result of a retail deposit campaign. CREDIT QUALITY Nonperforming assets totaled $77.0 million or 1.0% of assets, at December 31, 2003, representing a decrease of $14.2 million or 15.6% from September 30, 2003 levels and $18.6 million or 19.5% from December 31, 2002 levels. The allowance for loan losses increased to $123.5 million or 2.36% of loans at December 31, 2003 compared with $106.8 million at December 31, 2002. The allowance for loan losses as a percent of nonperforming loans increased to 178.8% compared to 147.0% at September 30, 2003 and 121.9% at December 31, 2002. Net loans charged off during the quarter totaled $7.7 million or 0.59% of average loans (annualized), compared with $10.3 million in the third quarter of 2003 and $11.0 million in the fourth quarter of 2002. The provision for loan losses declined to $8.0 million in the fourth quarter compared with $16.3 million in the fourth quarter of 2002 and $10.3 million in the third quarter of 2003, reflecting the decline in net charge-offs and improvement in nonperforming loans. The continued improvement in credit quality in the second half of 2003 reflects the results of Citizens' commitment to proactive risk identification and management strategies and strengthened underwriting and approval practices. "During the fourth quarter, we created a Major Credit Exposure Review function, reporting to the chief credit officer, providing us improved management of both industry and individual customer loan concentrations," John D. Schwab, EVP and chief credit officer commented. "We believe this step will further strengthen our portfolio risk management capabilities and enable more proactive management of exposure and concentrations." NET INTEREST MARGIN AND NET INTEREST INCOME Net interest margin was 4.07% in the fourth quarter of 2003 compared to 4.06% in the third quarter of 2003 and 4.49% in the fourth quarter of 2002. The small increase in net interest margin in the fourth quarter of 2003 compared to the third quarter is the result of lower purchase premium amortization expense on mortgage related securities, and lower funding costs, largely offset by yield declines on fixed rate loans. The decline in net purchase premium amortization expense from the third quarter to the fourth quarter of 2003 was $1.5 million. The decline in funding costs was driven primarily by the CD portfolio, with much smaller contributions from transaction and savings products and long-term debt. For the twelve months ended December 31, 2003 net interest margin declined to 4.15% from 4.45% compared to the prior year. This decline is attributable to the asset sensitive position held prior to the second quarter of 2003, accelerated prepayments in both the fixed rate commercial loan portfolio and the mortgage related securities portfolio, plus a mix shift in earning assets from loans to lower yielding securities. Net interest income decreased $0.5 million in the fourth quarter of 2003 compared to the third quarter of 2003, due to slightly lower earning assets. Average earning assets decreased $99 million in the fourth quarter compared with the previous quarter as declines in mortgages held for sale and the commercial loan portfolio more than offset growth in consumer loan and investment security balances. Compared to the fourth quarter of 2002, net interest income declined $5.6 million due to a decrease in the net interest margin partially offset by an increase of $138 million in earning assets. For the full year 2003, net interest income declined $15.5 million from the prior year due to a 30 basis point decline in net interest margin partially offset by an increase of $112 million in earning assets. Citizens expects its net interest margin in the first quarter of 2004 to be flat to slightly lower compared to fourth quarter 2003 levels. NONINTEREST INCOME Noninterest income for the three months ended December 31, 2003 totaled $21.6 million, a decrease of $5.1 million, or 19.0%, from the same period in 2002. The decrease was the result of a $4.9 million decline in mortgage income from significantly lower mortgage loan origination volume. Mortgage loan origination volume totaled $158 million in the fourth quarter of 2003, as compared to $468 million in the fourth quarter of 2002. Brokerage and investment fees declined $0.8 million due to lower retail sales of fixed annuity products. Deposit service charges increased $1.4 million from higher consumer and commercial overdraft fee income, partially offsetting the decline in mortgage and brokerage and investment fee income. Trust fees were down $81,000 or 1.7% to $4.6 million from the same quarter a year ago. Total trust assets under administration were $2.866 billion at December 31, 2003, an increase of $311.0 million from December 31, 2002, and an increase of $259.0 million from September 30, 2003. Noninterest income for the year ended December 31, 2003 was $94.8 million compared to $101.8 million in 2002, a decline of $7.0 million. Gains of $7.8 million recorded in the second quarter of 2002 resulting from the sale of securitized mortgages and the sale of the merchant services business accounted for the decline. Additionally, bankcard fees declined $3.1 million in 2003 compared to the prior year due to the June 2002 sale of the merchant services business. Brokerage and investment fees declined $1.8 million in 2003 compared to 2002, as a result of lower retail sales of fixed annuity products. Trust fees declined $1.4 million in 2003 compared with the prior year due to lower average asset levels resulting from the decline in the financial markets during the latter half of 2002 and the first quarter of 2003, and client attrition. Service charges on deposit accounts increased $3.5 million in 2003 compared to the prior year due to higher overdraft fee income. Mortgage and other loan income increased $1.2 million due to higher volume of mortgage loan originations for the full year 2003. Other noninterest income increased $2.4 million in 2003 compared with the prior year due in part to the third quarter 2002 charge of $1.6 million and increased life insurance income as a result of the purchase of $78 million of bank owned life insurance in the third quarter of 2002. Citizens expects noninterest income levels in the first quarter of 2004 to be slightly higher than fourth quarter 2003 levels. NONINTEREST EXPENSE Noninterest expense for the quarter ended December 31, 2003 was $60.4 million, up 5.8% from $57.1 million in the fourth quarter of 2002. Advertising and public relations expenses increased $2.1 million for the quarter due in part to Citizens previously announced expansion into Oakland County, Michigan. New home equity and checking account promotions implemented in the fourth quarter of 2003 also contributed to the increase. Occupancy expense increased $0.8 million reflecting higher maintenance costs and expenses related to a fourth quarter 2003 capital investment of $1.7 million in branch renovations. The additional expense of approximately $0.2 million related to these renovations in the quarter was due to a change in Citizens' capitalization policy incorporating higher capitalization thresholds on new expenditures. Partially offsetting the increased occupancy costs were the favorable effects of fewer branch locations as a result of the third quarter 2002 restructuring. Other noninterest expense increased $1.2 million for the quarter due in part to system implementation costs of $0.4 million associated with new strategic alliances between our trust bank subsidiary, Citizens Bank Wealth Management N.A. and three third party vendors, SEI Investments, EnvestnetPMC and EPIC Advisors, Inc. Salaries and employee benefits expense decreased $0.8 million for the quarter, net of $0.3 million of severance costs for the aforementioned trust bank strategic alliances, due to lower staffing levels resulting from the third quarter of 2002 restructuring initiatives and normal attrition. Equipment expenses decreased $0.9 million due to lower depreciation expense as Citizens accelerated, in the fourth quarter of 2002, its depreciation on certain branch and ATM equipment scheduled for early retirement in the first half of 2003. For the year ending December 31, 2003, noninterest expense decreased $26.4 million or 10.2% from 2002. The decline was primarily attributable to a special charge of $13.4 million recorded in the second half of 2002 to restructure Citizens' three major lines of business (consumer banking, commercial banking and wealth management) and $7.1 million of other charges recorded in the third quarter of 2002. The $7.1 million of other charges included a $3.3 million prepayment penalty on high cost FHLB debt, a $2.0 million contribution to Citizens' charitable trust, a $1.0 million market valuation adjustment to other real estate, $0.4 million of additional equipment depreciation and other charges of $0.4 million. The decline in noninterest expense for the year also reflected reductions in salaries and employee benefits, equipment expense and bankcard expense. Salaries and employee benefits were down $4.5 million for the twelve months ended December 31, 2003 for the same reasons as they were down for the quarter. Citizens' had 2,342 full time equivalent employees at December 31, 2003, down from 2,520 at December 31, 2002, a 7.1% decline. Equipment expenses decreased $3.8 million due to lower depreciation and improved pricing from new or renegotiated maintenance contracts. A $0.4 million charge in the third quarter of 2002 for additional depreciation on equipment to be retired early (mentioned previously above) also contributed to the decrease. Bankcard expense declined $3.5 million as Citizens sold its merchant services business in the second quarter of 2002. These decreases were partially offset by increases in professional services, advertising and public relations costs and system implementation and severance costs. Professional services were up $3.0 million for the year reflecting higher legal costs related to loan collection efforts, increased executive recruiting and relocation costs, implementation costs for Citizens' new INEA Performance Management software, additional costs associated with engagement of banking industry consultants who assisted in the restructuring and costs incurred for the collateral field audit initiative begun in March of 2003. Advertising and public relations expenses increased $0.7 million due to Citizens' recently announced expansion into Oakland County, Michigan and several new home equity and checking account promotions during the year. These additional promotion costs were offset, in part, by a more focused marketing strategy, seeking higher promotional exposure at lower costs. System implementation and severance costs for 2003 totaled $1.2 million and $0.6 million, respectively, for the aforementioned trust bank strategic alliances. For the first quarter of 2004, Citizens anticipates that noninterest expense will increase slightly due to the continuation of process improvement initiatives, ongoing staff training and expected advertising and other expenditures related to the expansion in Oakland County. INITIATIVES Citizens completed 29 initiatives during 2003 as part of its `Achieving the Vision' project. Some of the key projects included a significant upgrade to and testing of the business continuity and contingency plan; a check imaging and archival system; significant enhancements to the branch wide area network; systems and product enhancements; many branch facility improvements; and a significant number of process and procedural improvements to enhance controls and productivity. "As part of the `Achieving the Vision' initiative and to enable us to be more market driven, new market teams are being formed to ensure maximum teamwork across lines of business. Seven pilot teams have been active since October 1, 2003, and nine new teams will become active in January 2004. The teams will focus on deposit and loan growth within each market, fee income growth, and improving teamwork across lines of business to create a more seamless approach to client service, while managing their interest margin and credit quality. We also remain committed to strongly supporting the communities we serve," informed Roy A. Eon, EVP and head of operations and technology. "I am pleased to announce that during 2003, over 2,200 staff members attended Citizens University I, an internal school established to educate participants on Citizens' Vision and how to implement its six components," commented Hartman. "And over 500 managers within the organization attended Citizens University II, which assists managers with coaching, staff development and performance appraisals that more closely align with our Corporate objectives," he continued. 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 February 4, 2004, to shareholders of record on January 23, 2004. OTHER NEWS Citizens Banking Corporation announced on November 24, 2003, a major expansion in Oakland County, Michigan. The company intends to make a capital investment of $35 to $40 million and to open as many as 10 to 14 new branches, including two hub offices over the next 24 months. This initiative will significantly add to the Bank's current Oakland County presence of seven branches, increase its staff by up to 180 employees, give local bankers greater authority to act quickly on loan applications and other decisions, and give the marketplace convenient access to bankers. "Oakland County presents us with a unique opportunity to grow our business banking portfolio, wealth management clients, and establish Citizens Bank as a leading commercial bank in the market," remarked Hartman. The company also announced that it plans to open its first location connected with the expansion initiative early in the first quarter of 2004. This initial location at 900 Tower Drive, a premier landmark site in the heart of Troy's Northfield Corporate Campus, will encompass a new bank branch and administrative office space and will serve as one of two major Citizens Bank hubs in Oakland County. The 900 Tower Building will carry the Citizens Bank mark atop the building. In late November, Citizens Bank Wealth Management, N.A. successfully completed the conversion of its trust and investment accounting systems and operations with SEI Investments. Furthermore, the conversion of its retirement services recordkeeping systems and operations was completed with EPIC Advisors, Inc. "The completion of these conversions will enable us to leverage our previously announced strategic relationships with SEI Investments, EnvestnetPMC, Inc., and EPIC Advisors, Inc. to offer our wealth management clients a broader range of mutual fund family choices, access to separately managed accounts with specialized portfolio managers, state of the art research capabilities, and sophisticated client profiling and portfolio modeling tools," commented James A. Schmelter, EVP and head of wealth management. During the fourth quarter of 2003, Citizens repurchased a total of 167,200 shares of its stock at an average price of $30.77. For the year, Citizens repurchased 810,800 shares at an average price of $26.30. As of December 31, 2003, 254,600 shares remain to be purchased under the October 2001 three million share repurchase program and an additional three million shares are authorized for repurchase under a new plan, approved in October 2003. CONFERENCE CALL ANNOUNCEMENT As previously announced, William R. Hartman, chairman, president and CEO, Charles D. Christy, CFO, John D. Schwab, chief credit officer, Martin E. Grunst, treasurer and Daniel E. Bekemeier, chief accounting officer will review the quarter's results in a conference call for investors and analysts beginning at 10:00AM EST ON FRIDAY, JANUARY 16, 2004. A live audio web cast is available at http://viavid.net/dce.aspx?sid=000018D6 To participate in the conference call, please call the number below approximately 10 minutes prior to the scheduled conference time: US/Canada Dial-In Number: (800) 374-2419 International Dial-In Number: (706) 634-1073 Conference ID # 4605043 Conference Name: "Citizens Banking Corporation 4th Quarter Earnings" R.S.V.P. is not required. A playback of the conference call will be available after 2:00pm EST through January 23, 2004, by dialing US/Canada Dial-In Number: (800) 642-1687 or International Dial-In Number: (706) 645-9291 conference ID: 4605043. Also, the call can be accessed via Citizens' web site, through the Investor Relations section at www.citizensonline.com. CORPORATE PROFILE Citizens Banking Corporation is a diversified financial services company providing a full range of commercial, consumer, mortgage banking, trust and financial planning services to a broad client base. Citizens operates 176 branch, private banking, and financial center locations throughout Michigan, Wisconsin, Iowa, and in suburban Chicago, Illinois. CONTACT: Charles D. Christy Chief Financial Officer (810) 237-4200 Charlie.Christy@cbcf-net.com CONTACT: Ryan P. Mathews VP Investor Relations (810) 257-2489 Ryan.Mathews@cbcf-net.com TRADED: NASDAQ SYMBOL: CBCF SAFE HARBOR STATEMENT Discussions in this release that are not statements of historical fact (including statements that include terms such as "believe", "expect", and "anticipate") are forward-looking statements that involve risks and uncertainties, and our actual future results could materially differ from those discussed. Factors that could cause or contribute to such differences include, but are not limited to, adverse changes in our loan portfolios (including losses due to fraud and economic factors) and the resulting credit risk-related losses and expenses, our future lending and collections experience and the potential inadequacy of our loan loss reserves, interest rate fluctuations and the effects on net interest income of changes in our interest rate risk position, other adverse changes in economic or financial market conditions, the potential inability to hedge certain risks economically, adverse changes in competition and pricing environments, our potential failure to maintain or improve loan quality levels and origination volume, our potential inability to continue to attract core deposits, the potential lack of market acceptance of our new wealth management capabilities and our products and services, adverse changes in our relationship with major customers, unanticipated technological changes that require major capital expenditures, adverse changes in applicable laws and regulatory requirements, unanticipated environmental liabilities or costs, our potential inability to complete our restructuring, the effects of terrorist attacks and potential attacks, our success in managing the risks involved in the foregoing, and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. Other factors not currently anticipated by management may also materially and adversely affect our results of operations. We do not undertake, and expressly disclaim any obligation, to update or alter our 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 DECEMBER 31, December 31, (in thousands) 2003 2002(1) - ----------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 182,545 $ 171,864 Money market investments: Federal funds sold --- 69,000 Interest-bearing deposits with banks 2,223 2,332 ------------ ------------ Total money market investments 2,223 71,332 Securities available-for-sale: Taxable 1,536,145 1,021,668 Tax-exempt 429,056 435,613 ------------ ------------ Total securities available-for-sale 1,965,201 1,457,281 Securities held-to-maturity (fair value of $19,913 ) 19,857 --- Mortgage loans held for sale 44,677 160,743 Loans 5,245,702 5,432,561 Less: Allowance for loan losses (123,545) (106,777) ------------ ------------ Net loans 5,122,157 5,325,784 Premises and equipment 112,784 117,704 Goodwill 54,785 54,785 Other intangible assets 16,932 19,862 Bank owned life insurance 80,461 78,434 Other assets 109,448 66,935 ------------ ------------ TOTAL ASSETS $ 7,711,070 $ 7,524,724 ============ ============ LIABILITIES Noninterest-bearing deposits $ 882,429 $ 900,674 Interest-bearing deposits 4,559,838 5,036,239 ------------ ------------ Total deposits 5,442,267 5,936,913 Federal funds purchased and securities sold under agreements to repurchase 588,593 223,289 Other short-term borrowings 43,077 79,062 Other liabilities 65,112 35,678 Long-term debt 936,859 599,313 ------------ ------------ Total liabilities 7,075,908 6,874,255 SHAREHOLDERS' EQUITY Preferred stock - no par value Common stock - no par value 100,314 112,253 Retained earnings 512,045 495,570 Other accumulated comprehensive net income 22,803 42,646 ------------ ------------ Total shareholders' equity 635,162 650,469 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,711,070 $ 7,524,724 ============ ============ (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 Twelve Months Ended December 31, December 31, (in thousands, except per share amounts) 2003 2002(1) 2003 2002(1) - ------------------------------------------------------------------------------------------------------------------ INTEREST INCOME Interest and fees on loans $ 76,345 $ 92,900 $ 323,739 $ 385,812 Interest and dividends on investment securities: Taxable 15,836 14,326 61,631 55,447 Tax-exempt 5,214 5,263 20,502 21,301 Money market investments 3 69 105 824 ---------- ---------- ---------- ---------- Total interest income 97,398 112,558 405,977 463,384 ---------- ---------- ---------- ---------- INTEREST EXPENSE Deposits 17,039 28,689 83,449 127,849 Short-term borrowings 1,463 1,157 4,960 4,033 Long-term debt 8,218 6,480 31,310 29,720 ---------- ---------- ---------- ---------- Total interest expense 26,720 36,326 119,719 161,602 ---------- ---------- ---------- ---------- NET INTEREST INCOME 70,678 76,232 286,258 301,782 Provision for loan losses 8,020 16,300 62,962 120,200 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 62,658 59,932 223,296 181,582 ---------- ---------- ---------- ---------- NONINTEREST INCOME Service charges on deposit accounts 8,074 6,689 29,916 26,456 Trust fees 4,615 4,696 17,527 18,956 Mortgage and other loan income 2,079 7,020 18,046 16,845 Brokerage and investment fees 1,705 2,482 7,720 9,502 Bankcard fees 732 783 3,042 6,142 Investment securities gains 2 12 103 --- Gain on sale of merchant business --- --- --- 5,400 Gain on securitized mortgages --- --- --- 2,436 Other 4,424 5,019 18,465 16,039 ---------- ---------- ---------- ---------- Total noninterest income 21,631 26,701 94,819 101,776 ---------- ---------- ---------- ---------- NONINTEREST EXPENSE Salaries and employee benefits 29,774 30,585 122,322 126,847 Equipment 3,989 4,888 16,087 19,869 Occupancy 5,112 4,349 18,449 17,855 Professional services 5,202 5,077 17,815 14,790 Data processing services 3,145 3,200 12,744 12,641 Postage and delivery 1,796 1,745 6,896 7,120 Advertising and public relations 1,719 (423) 5,786 5,112 Telephone 1,314 1,176 4,793 5,279 Stationery and supplies 1,256 1,011 3,935 4,032 Bankcard expense 117 92 378 3,879 Special charge --- (405) (691) 13,402 Prepayment penalty on FHLB advances --- --- --- 3,300 Contribution to charitable trust --- --- --- 2,000 Other 7,022 5,831 24,474 23,257 ---------- ---------- ---------- ---------- Total noninterest expense 60,446 57,126 232,988 259,383 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 23,843 29,507 85,127 23,975 Income tax provision (benefit) 5,769 7,982 19,176 (1,063) ---------- ---------- ---------- ---------- NET INCOME $ 18,074 $ 21,525 $ 65,951 $ 25,038 ========== ========== ========== ========== NET INCOME PER SHARE: Basic $ 0.42 $ 0.49 $ 1.52 $ 0.56 Diluted 0.41 0.48 1.51 0.56 AVERAGE SHARES OUTSTANDING: Basic 43,237 44,178 43,304 44,657 Diluted 43,714 44,425 43,609 45,077 (1) Certain amounts have been reclassified to conform with current year presentation. SELECTED QUARTERLY INFORMATION Citizens Banking Corporation and Subsidiaries 4TH QTR 2003 3RD QTR 2003 2ND QTR 2003 1ST QTR 2003 4TH QTR 2002 - ---------------------------------------------------------------------------------------------------------------------------------- SUMMARY OF OPERATIONS (THOUSANDS) Interest income $ 97,398 $ 99,687 $104,683 $104,209 $112,558 Interest expense 26,720 28,533 31,763 32,703 36,326 Net interest income 70,678 71,154 72,920 71,506 76,232 Provision for loan losses 8,020 10,300 25,650 18,992 16,300 Net interest income after provision for loan losses 62,658 60,854 47,270 52,514 59,932 Noninterest income 21,631 25,054 24,847 23,287 26,701 Noninterest expense 60,446 59,600 56,361 56,581 57,126 Income tax provision 5,769 6,703 2,542 4,162 7,982 Net income 18,074 19,605 13,214 15,058 21,525 AT PERIOD END (MILLIONS) Total assets $ 7,711 $ 7,787 $ 7,789 $ 7,768 $ 7,525 Total earning assets 7,278 7,356 7,334 7,285 7,122 Total loans 5,246 5,226 5,287 5,303 5,433 Total deposits 5,442 5,482 5,660 5,812 5,937 Total shareholders' equity 635 634 639 640 650 AVERAGE BALANCES (MILLIONS) Total assets $ 7,697 $ 7,812 $ 7,809 $ 7,454 $ 7,564 Total earning assets 7,279 7,378 7,387 7,043 7,141 Total loans 5,220 5,183 5,253 5,343 5,470 Total deposits 5,481 5,610 5,723 5,853 5,922 Total shareholders' equity 626 620 639 643 654 Shareholders' equity / assets 8.13 % 7.94 % 8.18 % 8.63 % 8.65 % CREDIT QUALITY STATISTICS (THOUSANDS) Nonaccrual loans $ 68,744 $ 83,278 $ 87,928 $ 84,107 $ 86,717 Loans 90 or more days past due and still accruing 345 601 607 990 860 Restructured loans --- --- --- --- --- -------- -------- -------- -------- -------- Total nonperforming loans 69,089 83,879 88,535 85,097 87,577 Other repossessed assets acquired (ORAA) 7,943 7,350 8,044 8,226 8,094 -------- -------- -------- -------- -------- Total nonperforming assets $ 77,032 $ 91,229 $ 96,579 $ 93,323 $ 95,671 ======== ======== ======== ======== ======== Allowance for loan losses $123,545 $123,265 $123,302 $109,695 $106,777 Allowance for loan losses ratio 2.36 % 2.36 % 2.33 % 2.07 % 1.97 % Allowance for loan losses as a percent of nonperforming assets 160.38 135.12 127.67 117.54 111.61 Allowance for loan losses as a percent of nonperforming loans 178.82 146.96 139.27 128.91 121.92 Nonperforming assets as a percent of loans plus ORAA 1.47 1.74 1.82 1.76 1.76 Nonperforming assets as a percent of total assets 1.00 1.17 1.24 1.20 1.27 Net loans charged off as a percent of average loans (annualized) 0.59 0.80 0.92 1.20 0.80 Net loans charged off (000) $ 7,740 $ 10,337 $ 12,043 $ 16,074 $ 10,991 PER COMMON SHARE DATA Net Income (loss): Basic $ 0.42 $ 0.45 $ 0.30 $ 0.35 $ 0.49 Diluted 0.41 0.45 0.30 0.34 0.48 Dividends 0.285 0.285 0.285 0.285 0.285 Market Value: High $ 34.26 $ 28.01 $ 28.17 $ 26.05 $ 26.46 Low 26.41 24.77 21.72 23.58 21.25 Close 32.72 26.41 27.01 23.62 24.78 Book value 14.69 14.67 14.77 14.79 14.88 Shares outstanding, end of period (000) 43,242 43,220 43,260 43,299 43,702 PERFORMANCE RATIOS (ANNUALIZED) Net interest margin (FTE) 4.07 % 4.06 % 4.17 % 4.33 % 4.49 % Return on average assets 0.93 1.00 0.68 0.82 1.13 Return on average shareholders' equity 11.45 12.55 8.29 9.50 13.06 Efficiency ratio 63.16 59.90 55.74 57.58 53.61 FINANCIAL SUMMARY AND COMPARISON FOR THE TWELVE MONTHS ENDED CITIZENS BANKING CORPORATION AND SUBSIDIARIES DECEMBER 31, 2003 2002 % CHANGE - ---------------------------------------------------------------------------------------------------- Summary of Operations (thousands) Interest income (1) $ 405,977 $ 463,384 (12.4)% Interest expense 119,719 161,602 (25.9) Net interest income 286,258 301,782 (5.1) Provision for loan losses 62,962 120,200 (47.6) Net interest income after provision for loan losses 223,296 181,582 23.0 Noninterest income (1) 94,819 101,776 (6.8) Noninterest expense (1) 232,988 259,383 (10.2) Income tax provision (benefit) 19,176 (1,063) (1,904.0) Net income 65,951 25,038 163.4 AT PERIOD END (MILLIONS) Total assets $ 7,711 $ 7,525 2.5 % Total earning assets 7,278 7,122 2.2 Total loans 5,246 5,433 (3.4) Total deposits 5,442 5,937 (8.3) Total shareholders' equity 635 650 (2.3) AVERAGE BALANCES (MILLIONS) Total assets $ 7,694 $ 7,569 1.7 % Total earning assets 7,273 7,161 1.6 Total loans 5,249 5,531 (5.1) Total deposits 5,666 5,924 (4.4) Total shareholders' equity 632 692 (8.7) Shareholders' equity / assets 8.21 % 9.14 % (10.2) PER COMMON SHARE DATA Net Income: Basic $ 1.52 $ 0.56 171.4 % Diluted 1.51 0.56 169.6 Dividends 1.140 1.130 0.9 Market Value: High $ 34.26 $ 33.88 1.1 Low 21.72 21.25 2.2 Close 32.72 24.78 32.0 Book value 14.69 14.88 (1.2) Tangible book value 13.03 13.18 (1.1) Shares outstanding, end of period (000) 43,242 43,702 (1.1) PERFORMANCE RATIOS (ANNUALIZED) Net interest margin (FTE) (2) 4.15 % 4.45 % (6.7)% Return on average assets 0.86 0.33 160.6 Return on average shareholders' equity 10.44 3.62 188.4 Net loans charged off as a percent of average loans 0.88 1.64 (46.3) (1) Amounts for 2002 include other charges of $701,000 in interest income, $1,587,000 in noninterest income, $7,068,000 in noninterest expense and a special charge of $13,402,000 in noninterest expense. Noninterest income for 2002 also includes gains on securitized mortgages of $2,436,000 and gain on sale of merchant business of $5,400,000. (2) Net interest margin is presented on an annual basis and includes taxable equivalent adjustments to interest income of $13,508,000 and $14,470,000 for the twelve months ended December 31, 2003 and 2002, respectively, based on a tax rate of 35%. NONINTEREST INCOME AND NONINTEREST EXPENSE (UNAUDITED) Citizens Banking Corporation and Subsidiaries Quarter Ended --------------------------------------------------------------- Dec 31 Sept 30 June 30 Mar 31 Dec 31 (in thousands) 2003 2003 2003 2003 2002 - -------------------------------------------------------------------------------------------------------- NONINTEREST INCOME: Service charges on deposit accounts $ 8,074 $ 7,703 $ 7,549 $ 6,590 $ 6,689 Trust fees 4,615 4,368 4,324 4,220 4,696 Mortgage and other loan income 2,079 5,404 5,409 5,154 7,020 Brokerage and investment fees 1,705 2,333 1,914 1,768 2,482 Bankcard fees 732 761 814 735 783 Investment securities gains 2 42 11 48 12 Other income 4,424 4,443 4,826 4,772 5,019 -------- -------- -------- -------- -------- TOTAL NONINTEREST INCOME $ 21,631 $ 25,054 $ 24,847 $ 23,287 $ 26,701 ======== ======== ======== ======== ======== NONINTEREST EXPENSE: Salaries and employee benefits $ 29,774 $ 31,036 $ 31,400 $ 30,112 $ 30,585 Equipment 3,989 4,060 3,869 4,169 4,888 Occupancy 5,112 4,328 4,314 4,695 4,349 Professional services 5,202 4,946 3,959 3,708 5,077 Data processing services 3,145 3,225 3,058 3,316 3,200 Postage and delivery 1,796 1,739 1,683 1,678 1,745 Advertising and public relations 1,719 1,395 623 2,049 (423) Telephone 1,314 1,169 1,135 1,175 1,176 Stationery and supplies 1,256 911 873 895 1,011 Bankcard expense 117 79 91 91 92 Special charge --- (370) (221) (100) (405) Other expense 7,022 7,082 5,577 4,793 5,831 -------- -------- -------- -------- -------- TOTAL NONINTEREST EXPENSE $ 60,446 $ 59,600 $ 56,361 $ 56,581 $ 57,126 ======== ======== ======== ======== ======== AVERAGE BALANCES, YIELDS AND RATES THREE MONTHS ENDED ----------------------------------------------------------------------- 12/31/03 09/30/03 12/31/02 ----------------------------------------------------------------------- AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE (in thousands) BALANCE RATE (1) BALANCE RATE (1) BALANCE RATE (1) - ------------------------------------------------------------------------------------------------------------------------------------ EARNING ASSETS Money market investments $ 2,539 0.51 % $ 3,927 0.30 % $ 20,977 1.29 % Investment securities(2): Taxable 1,542,775 4.11 1,526,583 3.73 998,895 5.74 Tax-exempt 418,438 7.67 401,302 7.76 411,981 7.86 Mortgage loans held for sale 64,950 5.47 234,793 5.26 175,952 6.56 Loans: Commercial 2,982,849 5.46 3,049,878 5.61 3,307,039 6.08 Real estate 493,989 5.56 481,337 6.34 636,805 6.77 Direct consumer 996,486 5.96 937,133 6.27 855,908 7.35 Indirect consumer 746,443 6.99 714,302 7.24 669,897 7.97 ----------- ----------- ---------- Total earning assets 7,248,469 5.53 7,349,255 5.61 7,077,454 6.53 NONEARNING ASSETS Cash and due from banks 165,477 183,214 181,858 Investment security fair value adjustment 30,907 28,909 64,028 Other nonearning assets 377,429 375,185 347,451 Allowance for loan losses (125,420) (124,964) (106,720) ----------- ----------- ---------- Total assets $ 7,696,862 $ 7,811,599 $7,564,071 =========== =========== ========== INTEREST-BEARING LIABILITIES Deposits: Interest-bearing demand $ 1,340,511 0.73 $ 1,334,765 0.75 $1,253,900 1.46 Savings deposits 1,262,141 0.47 1,332,519 0.55 1,360,296 0.99 Time deposits 1,976,708 2.63 2,054,257 2.84 2,422,243 3.39 Short-term borrowings 576,496 1.01 561,427 1.05 309,203 1.48 Long-term debt 938,005 3.48 937,941 3.51 610,717 4.21 ----------- ----------- ---------- Total interest-bearing liabilities 6,093,861 1.74 6,220,909 1.84 5,956,359 2.42 NONINTEREST-BEARING LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest-bearing demand 901,383 888,440 885,903 Other liabilities 75,624 82,150 67,674 Shareholders' equity 625,994 620,100 654,135 ----------- ----------- ---------- Total liabilities and shareholders' equity $ 7,696,862 $ 7,811,599 $7,564,071 =========== =========== ========== INTEREST SPREAD 3.79 % 3.77 % 4.11 % Contribution of noninterest bearing sources of funds 0.28 0.29 0.38 ---- ---- ---- NET INTEREST INCOME AS A PERCENT OF EARNING ASSETS 4.07 % 4.06 % 4.49 % TWELVE MONTHS ENDED -------------------------------------------------- 12/31/03 12/31/02 -------------------------------------------------- AVERAGE AVERAGE AVERAGE AVERAGE (in thousands) BALANCE RATE (1) BALANCE RATE (1) - ------------------------------------------------------------------------------------------------------------------------------- EARNING ASSETS Money market investments $ 11,214 0.94 % $ 50,599 1.61 % Investment securities(2): Taxable 1,405,549 4.38 963,574 5.75 Tax-exempt 405,412 7.78 416,563 7.87 Mortgage loans held for sale 155,407 5.54 146,434 6.27 Loans: Commercial 3,112,311 5.66 3,343,273 6.31 Real estate 527,565 6.12 686,250 7.24 Direct consumer 920,696 6.39 838,067 7.73 Indirect consumer 688,350 7.32 663,200 8.18 ----------- ----------- Total earning assets 7,226,504 5.80 7,107,960 6.72 NONEARNING ASSETS Cash and due from banks 170,865 180,993 Investment security fair value adjustment 46,383 52,636 Other nonearning assets 371,105 315,344 Allowance for loan losses (120,926) (87,592) ----------- ----------- Total assets $ 7,693,931 $ 7,569,341 =========== =========== INTEREST-BEARING LIABILITIES Deposits: Interest-bearing demand $ 1,319,858 0.89 $ 1,147,960 1.57 Savings deposits 1,329,648 0.67 1,363,528 1.14 Time deposits 2,138,088 2.94 2,543,255 3.71 Short-term borrowings 458,673 1.08 251,315 1.60 Long-term debt 861,704 3.63 620,913 4.79 ----------- ----------- Total interest-bearing liabilities 6,107,971 1.96 5,926,971 2.73 NONINTEREST-BEARING LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest-bearing demand 877,939 869,699 Other liabilities 75,961 80,837 Shareholders' equity 632,060 691,834 ----------- ----------- Total liabilities and shareholders' equity $ 7,693,931 $ 7,569,341 =========== =========== INTEREST SPREAD 3.84 % 3.99 % Contribution of noninterest bearing sources of funds 0.31 0.46 ---- ---- NET INTEREST INCOME AS A PERCENT OF EARNING ASSETS 4.15 % 4.45 % (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. NONPERFORMING ASSETS Citizens Banking Corporation and Subsidiaries Quarter Ended -------------------------------------------------------------- Dec 31 Sept 30 June 30 Mar 31 Dec 31 (in thousands) 2003 2003 2003 2003 2002 - --------------------------------------------------------------------------------------------------------------------------------- Commercial(1) Commercial $ 37,171 $ 51,158 $ 52,760 $ 49,275 50,231 Commercial real estate 16,385 17,379 19,568 20,433 19,301 Small business 1,603 1,648 1,466 1,459 813 -------- -------- -------- -------- -------- Total commercial 55,159 70,185 73,794 71,167 70,345 Consumer: Direct 3,177 3,291 3,208 3,416 3,704 Indirect 1,247 1,625 1,094 1,646 1,803 Mortgage 9,161 8,177 9,832 7,878 10,865 Loans 90 days or more past due and still accruing 345 601 607 990 860 Restructured loans --- --- --- --- --- -------- -------- -------- -------- -------- Total Nonperforming Loans 69,089 83,879 88,535 85,097 87,577 Other Reposessed Assets Acquired 7,943 7,350 8,044 8,226 8,094 -------- -------- -------- -------- -------- Total Nonperforming Assets $ 77,032 $ 91,229 $ 96,579 $ 93,323 $ 95,671 ======== ======== ======== ======== ======== (1) Changes in commercial nonperforming assets for the quarter (in millions): Inflows $ 17.8 $ 21.1 $ 36.3 $ 22.7 $ 27.6 Outflows (32.8) (24.7) (33.7) (21.9) (34.7) -------- -------- -------- -------- -------- Net change $ (15.0) $ (3.6) $ 2.6 $ 0.8 $ (7.1) ======== ======== ======== ======== ======== SUMMARY OF LOAN LOSS EXPERIENCE Citizens Banking Corporation and Subsidiaries Quarter Ended ------------------------------------------------------------- Dec 31 Sept 30 June 30 Mar 31 Dec 31 (in thousands) 2003 2003 2003 2003 2002 - -------------------------------------------------------------------------------------------------------------------------- Allowance for loan losses - beginning of period $125,955 $125,992 $112,385 $109,467 $104,158 Less: Reserve for loan commitments 2,690 2,690 2,690 2,690 2,690 -------- -------- -------- -------- -------- Restated Allowance for loan losses - beginning of period 123,265 123,302 109,695 106,777 101,468 Provision for loan losses 8,020 10,300 25,650 18,992 16,300 Charge-offs: Commercial 7,323 9,539 7,577 14,133 10,058 Commercial real estate 2,276 1,531 4,321 955 159 Small business 551 348 273 264 159 -------- -------- -------- -------- -------- Total commercial 10,150 11,418 12,171 15,352 10,376 Real estate mortgage 320 213 76 625 1,745 Consumer - Direct 1,388 1,628 1,790 1,748 1,474 Consumer - Indirect 2,580 1,941 2,152 2,511 2,582 -------- -------- -------- -------- -------- Total charge-offs 14,438 15,200 16,189 20,236 16,177 -------- -------- -------- -------- -------- Recoveries: Commercial 4,452 2,882 2,115 2,032 3,862 Commercial real estate 927 595 623 465 45 Small business 165 139 93 362 86 -------- -------- -------- -------- -------- Total commercial 5,544 3,616 2,831 2,859 3,993 Real estate mortgage --- 27 8 1 --- Consumer - Direct 461 504 479 439 400 Consumer - Indirect 693 716 828 863 793 -------- -------- -------- -------- -------- Total recoveries 6,698 4,863 4,146 4,162 5,186 -------- -------- -------- -------- -------- Net charge-offs 7,740 10,337 12,043 16,074 10,991 -------- -------- -------- -------- -------- Restated Allowance for loan losses - end of period $123,545 $123,265 $123,302 $109,695 $106,777 ======== ======== ======== ======== ======== Reserve for loan commitments - end of period $ 2,690 $ 2,690 $ 2,690 $ 2,690 $ 2,690 ======== ======== ======== ======== ======== For the Quarter Ended 12/31/03 ---------------------------------------------------------- Consumer - Consumer - Commercial Real estate Direct Indirect Total ---------------------------------------------------------- Charge-offs: Michigan $ 4,455 $ 125 $ 1,031 $ 2,580 $ 8,191 Wisconsin 3,113 188 273 --- 3,574 Iowa 1,821 7 58 --- 1,886 Illinois 761 --- 26 --- 787 ------- ------- ------- ------- ------- Total charge-offs 10,150 320 1,388 2,580 14,438 ------- ------- ------- ------- ------- Recoveries: Michigan 3,859 --- 276 689 4,824 Wisconsin 1,445 --- 138 --- 1,583 Iowa 120 --- 41 --- 161 Illinois 120 --- 6 4 130 ------- ------- ------- ------- ------- Total recoveries 5,544 - 461 693 6,698 ------- ------- ------- ------- ------- Net charge-offs $ 4,606 $ 320 $ 927 $ 1,887 $ 7,740 ======= ======= ======= ======= ======= For the Year Ended 12/31/03 ---------------------------------------------------------- Consumer - Consumer - Commercial Real estate Direct Indirect Total ---------------------------------------------------------- Charge-offs: Michigan $31,322 $ 975 $ 4,588 $ 9,184 $46,069 Wisconsin 13,744 118 1,554 --- 15,416 Iowa 2,618 141 331 --- 3,090 Illinois 1,407 --- 81 --- 1,488 ------- ------- ------- ------- ------- Total charge-offs 49,091 1,234 6,554 9,184 66,063 ------- ------- ------- ------- ------- Recoveries: Michigan 9,541 --- 1,298 3,079 13,918 Wisconsin 4,359 22 434 --- 4,815 Iowa 195 14 115 --- 324 Illinois 755 --- 36 21 812 ------- ------- ------- ------- ------- Total recoveries 14,850 36 1,883 3,100 19,869 ------- ------- ------- ------- ------- Net charge-offs $34,241 $ 1,198 $ 4,671 $ 6,084 $46,194 ======= ======= ======= ======= =======