MEDIA CONTACT: ANALYST CONTACT: Barbara H. Maddox Donald W. Ebbert, Jr. (908) 321-8294 (908) 321-8138 MIDLANTIC CORPORATION REPORTS IMPROVED THIRD QUARTER OPERATING RESULTS AND NET INCOME OF $61 MILLION; DECLARES REGULAR QUARTERLY DIVIDEND ON COMMON STOCK EDISON, NJ, October 18, 1995 -- Midlantic Corporation (NASDAQ:MIDL) today reported third quarter net income of $61 million, or $1.13 per fully diluted common share, compared with net income of $76 million, or $1.40 per fully diluted common share, including $28 million in tax benefits, for the same period in 1994. Excluding tax benefits, net income for the third quarter 1994 was $48 million, or $.89 per fully diluted common share. Also today, Midlantic Corporation's Board of Directors declared a regular quarterly dividend of $.32 per share on the Corporation's common stock. The dividend is payable November 13, 1995 to shareholders of record at the close of business on November 1, 1995. Highlights of the third quarter 1995 included: * REGULATORY APPROVALS HAVE BEEN RECEIVED BY PNC BANK CORP. TO PROCEED WITH THE MERGER WITH MIDLANTIC CORPORATION. The merger, which will create one of the largest U.S. banking companies with assets of nearly $78 billion, is currently expected to be completed by year-end 1995, pending approval by shareholders of both companies. * NET INTEREST MARGIN ON A FULLY TAX-EQUIVALENT BASIS REMAINED STRONG AT 5.33 PERCENt for the third quarter 1995, compared with 5.36 percent for the second quarter 1995, and 4.99 percent for the third quarter 1994. Net interest income for the third quarter 1995 was $162 million, compared with $160 million for the second quarter 1995 and $152 million for the third quarter 1994. * TOTAL NONACCRUAL LOANS AND OTHER REAL ESTATE OWNED (OREO) DECLINED $6 MILLION TO $181 MILLION, A 3 PERCENT DECLINE FROM JUNE 30, 1995, and a $112 million, or 38 percent, decline from September 30, 1994. * RESERVE COVERAGE FOR NONACCRUAL LOANS INCREASED TO 271 PERCENT from 263 percent at June 30, 1995, and 168 percent at September 30, 1994. The reserve for loan losses as a percent of total period-end loans was 3.89 percent at September 30, 1995. Commenting on third quarter results, Garry J. Scheuring, Midlantic Corporation chairman, president and chief executive officer, stated, "Midlantic continued to achieve strong financial results during the third quarter, highlighted by a 27 percent increase in earnings over the past year, excluding tax benefits realized in 1994. We are concentrating our energies on completing the merger with PNC Bank Corp. and planning intensely for a smooth integration of our two companies in order to provide uninterrupted delivery of the highest quality service for our customers." For the nine months ended September 30, 1995, the Corporation reported net income of $171 million, or $3.14 per fully diluted common share, compared with net income of $194 million, or $3.57 per fully diluted common share, for the same period in 1994. Excluding tax benefits and nonrecurring charges or gains, net income for the first nine months of 1994 was $122 million, or $2.25 per fully diluted common share. NET INTEREST INCOME Net interest income for the third quarter 1995 was $162 million, compared with $160 million for the second quarter 1995 and $152 million for third quarter 1994. Total loans, net of unearned income, at September 30, 1995 were $8.786 billion, compared with $8.656 billion and $8.231 billion at June 30, 1995 and September 30, 1994, respectively. The 7 percent increase in net interest income for the third quarter 1995 compared with third quarter 1994 reflected growth in most major loan categories. On a fully tax-equivalent basis, net interest margin for the third quarter 1995 was 5.33 percent, compared with 5.36 percent for the second quarter 1995 and 4.99 percent for third quarter 1994. The year-to-year improvement in net interest margin primarily reflects improved yields on earning assets, lower levels of nonaccruing assets and growth in the loan portfolio. Net interest income for the nine months ended September 30, 1995 was $478 million, compared with $434 million for the same period in 1994. On a tax-equivalent basis, net interest margin for the first nine months of 1995 was 5.35 percent, compared with 4.73 percent for the same period in 1994. NONINTEREST INCOME Noninterest income for the third quarter 1995 was $51 million, compared with $48 million and $49 million for the second quarter 1995 and third quarter 1994 respectively. NONINTEREST INCOME Quarter Quarter Quarter (In millions) 9/30/95 6/30/95 9/30/94 Service charges on deposits $20 $20 $20 Trust income 12 12 11 Other 19 16 17 __ __ __ Subtotal 51 48 48 Securities gains (losses) 0 0 0 Gains on asset dispositions 0 0 1 __ __ __ TOTAL $51 $48 $49 == == == For the nine months ended September 30, 1995, noninterest income was $148 million, compared with $167 million for the first nine months of 1994. Results for both years include gains on the disposition of assets primarily through bulk sales transactions amounting to $3 million in 1995 (all realized in the first quarter) and $26 million in 1994 (substantially all realized in the second quarter.) NONINTEREST EXPENSES Noninterest expenses for the third quarter 1995 were $116 million, compared with $117 million for second quarter 1995 and $115 million for third quarter 1994. Excluding nonrecurring charges, OREO costs and a $6 million FDIC assessment rebate, noninterest expenses were $124 million for the third quarter 1995, compared with $118 million and $116 million for the second quarter 1995 and third quarter 1994, respectively. NONINTEREST EXPENSES Quarter Quarter Quarter (In millions) 9/30/95 6/30/95 9/30/94 Salaries and benefits $65 $62 $58 Net occupancy 11 11 11 Equipment rental and expense 6 6 6 OREO costs (credits) (2) (1) (1) FDIC assessment 0 6 7 Legal and professional fees 10 9 12 Other 26 24 22 __ __ __ TOTAL $116 $117 $115 === === === Total excluding OREO credits, and nonrecurring charges/ credits $124 $118 $116 === === === Core operating efficiency ratio 58% 57% 58% The increase in salary and benefit expenses since third quarter 1994 resulted from an increase in full-time equivalent employees, principally in customer service and sales functions. Income tax expense for third quarter 1995 was $35 million, compared with $34 million and $5 million for second quarter 1995 and third quarter 1994, respectively. Income tax expense for third quarter 1994 included tax benefits of $28 million, reflecting reduction in Midlantic's Financial Accounting Standards (FAS) No. 109 valuation reserve, and $33 million of federal and state tax expenses on third quarter operating results. For the nine months ended September 30, 1995, noninterest expenses were $350 million compared with $355 million for the same period in 1994. Excluding nonrecurring charges, OREO costs/credits and the FDIC rebate, noninterest expenses were $355 million for the first nine months of 1995, and $349 million for the same period in 1994. ASSET QUALITY AND RESERVE FOR LOAN LOSSES At September 30, 1995, nonaccrual loans and OREO totalled $181 million, representing a $6 million, or 3 percent, reduction from June 30, 1995 and a $112 million, or 38 percent, reduction from September 30, 1994. The Corporation's provision for loan losses for the third quarter 1995 was $1.5 million, compared with $1.5 million for the second quarter 1995 and $5 million for the third quarter 1994. Net recoveries were $1 million in the quarter ended September 30, 1995, compared with net charge-offs of $6 million in the quarter ended June 30, 1995 and $21 million in the quarter ended September 30, 1994. The reserve for loan losses as a percent of nonaccrual loans was 271 percent at September 30, 1995, compared with 263 percent at June 30, 1995 and 168 percent at September 30, 1994. The Corporation's reserve for loan losses at September 30, 1995 was $341 million, compared with $339 million at June 30, 1995 and $357 million at September 30, 1994. ASSET QUALITY* Quarter Quarter Quarter (In millions) 9/30/95 6/30/95 9/30/94 NONACCRUAL LOANS AND OREO (1) _____________________________ Nonaccrual loans $ 126 $ 129 $ 212 OREO, net 55 58 81 Total nonaccrual loans & OREO $ 181 $ 187 $ 293 Nonaccrual loans as % of total loans 1.4% 1.5% 2.6% RESERVE FOR LOAN LOSSES _______________________ Beginning balance $ 339 $ 337 $ 373 Reserve of acquired entity 0 7 0 Provision 1 1 5 Net recoveries (charge-offs) 1 (6) (21) __ __ __ Ending balance $ 341 $ 339 $ 357 === === === Reserves as % of nonaccrual loans 271% 263% 168% Secondary reserves as % of nonaccrual loans (2) 202% 197% 130% * Pursuant to FAS No. 114, insubstance foreclosures for all periods presented were reclassified from OREO to the loan portfolio as nonaccrual loans. (1) Nonaccrual loans and OREO do not include assets held for accelerated disposition, most of which were sold prior to 12/31/94. (2) Secondary reserves ratio calculated as actual reserves less 1% of period-end accrual loans as a percent of nonaccrual loans. CAPITAL STRENGTH The Corporation's shareholders' equity at September 30, 1995 was $1.449 billion; the ratio of shareholders' equity to assets was 10.45 percent. At September 30, 1995, the Corporation's estimated risk-based capital ratios were 13.00 percent for Tier I capital and 17.00 percent for Total capital. The estimated leverage ratio was 9.40 percent. At September 30, 1995, the Corporation had 52.4 million common shares outstanding. Book value per common share was $27.67 at September 30, 1995, and tangible book value per common share was $25.24. RISK-BASED Minimum Estimated Actual Actual CAPITAL RATIOS Guidelines 9/30/95 6/30/95 9/30/94 Risk-based capital: Tier I Capital 4.00% 13.00% 12.60% 11.90% Total Capital 8.00 17.00 16.60 16.00 Leverage 3.00 9.40 9.05 8.80 ASSETS, DEPOSITS AND LOANS At September 30, 1995, total assets of the Corporation were $13.9 billion, total earning assets were $12.7 billion, total deposits were $10.9 billion and total loans, net of unearned income, were $8.8 billion. Midlantic Corporation, an interstate bank holding company headquartered in Edison, NJ., is committed to providing service excellence to consumers, businesses and communities. The Corporation's principal subsidiary, Midlantic Bank, N.A., operates 336 banking offices in New Jersey and southeastern Pennsylvania. (Three Pages of Tabular Data Follow) Midlantic Corporation and Subsidiaries CONSOLIDATED STATEMENT OF INCOME (In thousands, except per share data) THREE MONTHS ENDED NINE MONTHS ENDED SEPT. 30 SEPT. 30 1995 1994 1995 1994 _______________________________________________________________________________ INTEREST INCOME Interest and fees on loans $193,578 $174,284 $555,281 $505,305 Interest on investment securities 53,354 26,882 157,728 80,668 Interest on deposits with banks 1,125 4,313 5,990 13,982 Interest on other short-term investments 5,978 15,583 24,234 38,103 _______________________________________________________________________________ Total interest income 254,035 221,062 743,233 638,058 _______________________________________________________________________________ INTEREST EXPENSE Interest on deposits 73,001 55,278 208,858 162,673 Interest on short-term borrowings 10,300 5,084 30,671 15,906 Interest on long-term debt 8,508 8,586 25,678 25,865 _______________________________________________________________________________ Total interest expense 91,809 68,948 265,207 204,444 _______________________________________________________________________________ Net interest income 162,226 152,114 478,026 433,614 Provision for loan losses 1,500 4,785 4,500 23,768 _______________________________________________________________________________ Net interest income after provision for loan losses 160,726 147,329 473,526 409,846 NONINTEREST INCOME Trust income 12,460 11,285 35,330 31,927 Service charges on deposit accounts 19,914 20,029 58,289 57,995 Investment securities gains (losses) -- -- 184 (3,374) Net gains on disposition of assets -- 1,064 3,100 26,120 Other 18,665 16,992 50,796 54,260 _______________________________________________________________________________ Total noninterest income 51,039 49,370 147,699 166,928 _______________________________________________________________________________ 211,765 196,699 621,225 576,774 _______________________________________________________________________________ NONINTEREST EXPENSES Salaries and benefits 65,318 58,223 189,447 172,338 Net occupancy 11,529 10,469 33,249 33,524 Equipment rental and expense 5,887 5,922 18,679 18,837 Other real estate owned, net (2,243) (472) (5,086) 139 FDIC assessment charges (415) 7,005 11,473 21,386 Legal and professional fees 9,666 11,512 26,932 32,647 Other 25,771 22,395 74,812 76,130 _______________________________________________________________________________ Total noninterest expenses 115,513 115,054 349,506 355,001 _______________________________________________________________________________ Income before income taxes and cumulative effect of the change in accounting principle 96,252 81,645 271,719 221,773 Income tax expense 35,133 5,398 100,884 19,894 _______________________________________________________________________________ Income before cumulative effect of the change in accounting principle 61,119 76,247 170,835 201,879 Cumulative effect of the change in accounting for postemployment benefits -- -- (7,528) _______________________________________________________________________________ Net income $61,119 $ 76,247 $170,835 $194,351 =============================================================================== INCOME PER COMMON SHARE Income before accounting changes Primary $1.15 $1.42 $3.20 $3.76 Fully diluted 1.13 1.40 3.14 3.71 Net income Primary 1.15 1.42 3.20 3.62 Fully diluted 1.13 1.40 3.14 3.57 =============================================================================== Midlantic Corporation and Subsidiaries CONSOLIDATED BALANCE SHEET (Dollars in thousands) Sept. 30 Sept. 30 1995 1994 _______________________________________________________________________________ ASSETS Cash and due from banks $ 832,114 $ 923,580 Interest-bearing deposits in other banks 80,601 257,723 Other short-term investments 535,500 1,202,912 Investment securities Held-to-maturity 2,444,472 1,791,281 Available-for-sale 807,251 492,974 Trading account 1,194 21,558 Total loans (net of unearned income of $164,942 in 1995 and $144,257 in 1994) 8,785,786 8,231,281 Less: reserve for loan losses 341,474 357,163 ____________________________________________________________________________ Net loans 8,444,312 7,874,118 ____________________________________________________________________________ Premises and equipment, net 156,721 146,459 Due from customers on acceptances 16,905 11,451 Other assets 542,277 566,626 ____________________________________________________________________________ Total assets $13,861,347 $13,288,682 ============================================================================ LIABILITIES AND SHAREHOLDERS' EQUITY Domestic deposits Noninterest-bearing demand $ 2,728,947 $ 2,666,200 Interest-bearing demand 1,258,345 1,308,077 Savings 1,585,302 1,671,969 Retail money market accounts 1,688,535 1,985,101 CDs over $100,000 806,628 576,913 Other time 2,781,986 2,676,934 Overseas branch deposits 6,785 10,751 ____________________________________________________________________________ Total deposits 10,856,528 10,895,945 ____________________________________________________________________________ Short-term borrowings 1,006,301 553,717 Bank acceptances outstanding 16,905 11,451 Other liabilities 164,222 146,918 Long-term debt 368,650 373,000 ____________________________________________________________________________ Total liabilities 12,412,606 11,981,031 ____________________________________________________________________________ Shareholders' equity Capital stock Preferred stock: no par value Authorized 40,000,000 shares Issued 500,000 shares in 1994 -- 50,000 Common stock: par value $3 per share Authorized 150,000,000 shares Issued 52,762,097 shares in 1995 and 52,491,042 shares in 1994 158,286 157,473 Surplus 619,214 610,115 Retained earnings 682,521 491,898 Unrealized holding gains (losses) on available for sale securities, net of taxes 3,527 (1,835) ____________________________________________________________________________ 1,463,548 1,307,651 Less treasury stock at cost: 402,322 common shares in 1995 14,807 -- ____________________________________________________________________________ Total shareholders' equity 1,448,741 1,307,651 ____________________________________________________________________________ Total liabilities and shareholders' equity $13,861,347 $13,288,682 ============================================================================ Midlantic Corporation SUPPLEMENTAL FINANCIAL INFORMATION (Dollars in thousands, except per share data) THREE MONTHS ENDED NINE MONTHS ENDED SEPT. 30 SEPT. 30 1995 1994 1995 1994 ______________________________________________________________________________ RESULTS OF OPERATIONS _____________________ Net interest income $162,226 $152,114 $478,026 $433,614 Income before cumulative effect of changing accounting methods 61,119 76,247 170,835 201,879 Per common share-fully diluted 1.13 1.42 3.14 3.71 Net income 61,119 76,247 170,835 194,351 Per common share-fully diluted 1.13 1.40 3.14 3.57 PERFORMANCE RATIOS __________________ Return on average assets 1.79% 2.28% 1.71% 1.92% Return on average common equity 17.12 24.50 16.50 22.24 Net interest margin 5.21 4.97 5.23 4.70 Net interest margin (FTE) 5.33 4.99 5.35 4.73 Efficiency Ratio 58.3 57.6 57.0 60.4 SELECTED AVERAGE BALANCES _________________________ Assets $13,527 $13,277 $13,352 $13,548 Interest-earning assets 12,363 12,141 12,225 12,326 Loans, net of unearned income 8,676 8,319 8,371 8,355 Deposits 10,825 10,954 10,672 11,186 Shareholders' equity 1,416 1,270 1,403 1,202 Average common shares outstanding-fully diluted 54,765,661 54,618,174 54,671,957 54,500,540 QUARTERLY DATA ________________________________________________________________________________________________ SELECTED PERIOD-END BALANCES 9/30/95 6/30/95 3/31/95 12/31/94 9/30/94 ________________________________________________________________________________________________ Assets $13,861,347 $13,733,847 $13,634,216 $13,293,538 $13,288,682 Interest-earning assets 12,654,804 12,541,101 12,468,238 12,126,577 11,997,729 Loans, net of unearned income 8,785,786 8,656,421 8,222,887 8,256,375 8,231,281 Deposits 10,856,528 10,887,342 10,657,304 10,807,334 10,895,945 Shareholders' equity 1,448,741 1,397,206 1,409,474 1,374,186 1,307,651 Common shares outstanding 52,359,775 52,128,214 52,433,679 52,564,346 52,491,042 ASSET QUALITY DATA (In millions) ________________________________ Nonaccrual loans $126 $129 $155 $184 $212 Other real estate owned, net (OREO) 55 58 60 64 81 Nonaccrual loans and OREO 181 187 215 248 293 Loans-90 days past due 30 32 31 30 28 Net (recoveries) charge-offs* (1) 6 (14) (7) (21) Reserve for loan losses 341 339 337 350 357 Reserve as % of loans, net 3.9% 3.9% 4.1% 4.2% 4.3% Reserve as % of nonaccrual loans 271 263 218 191 168 Net (recoveries) charge-offs (annualized) as % of average loans (.1) .3 .7 .4 1.0 SELECTED CAPITAL RATIOS Tier I Capital 13.00%* 12.57% 13.58% 13.07% 12.01% Total Capital 17.00* 16.63 17.77 17.22 16.10 Leverage 9.40* 9.08 9.43 9.43 8.87 Shareholders' equity to assets 10.45 10.17 10.34 10.34 9.84 SELECTED PER SHARE DATA Book value per common share $27.67 $26.80 $25.93 $25.19 $23.96 Tangible book per common share 25.24 24.32 24.03 23.49 22.19 - -------------------------------------------------------------------------------------------------- * Estimated