8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2003

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-9861	16-0968385
(Commission File Number)	(I.R.S. Employer Identification No.)

One M&T Plaza, Buffalo, New York	14203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (716) 842-5445

(NOT APPLICABLE)

(Former name or former address, if changed since last report)

Item 7. Financial Statements and Exhibits.

     The following exhibit is filed as a part of this report:

Exhibit No.
99	News Release.

Item 9. Regulation FD Disclosure (Information Furnished in this Item 9 is Furnished under Item 12).

     On July 14, 2003, M&T Bank Corporation announced its results of operations for the fiscal quarter ending June 30, 2003. The public announcement was made by means of a news release, the text of which is set forth in Exhibit 99 hereto.

     M&T Bank Corporation is furnishing the information required by Item 12 of Form 8-K, “Results of Operations and Financial Condition,” under Item 9 of Form 8-K in accordance with SEC Release No. 33-8216.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	M&T BANK CORPORATION
Date: July 14, 2003	By: /s/ Michael P. Pinto Michael P. Pinto Executive Vice President and Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.
99	News Release. Filed herewith.

3 EX-99 3 l01939aexv99.htm EX-99 NEWS RELEASE

CONTACT:	Michael S. Piemonte	FOR IMMEDIATE RELEASE:
	(716) 842-5138	July 14, 2003

M&T BANK CORPORATION ANNOUNCES SECOND QUARTER EARNINGS

     BUFFALO, NEW YORK — M&T Bank Corporation (“M&T”) (NYSE: MTB) today reported its results of operations for the quarter ended June 30, 2003.

     GAAP Results of Operations. Diluted earnings per share measured in accordance with generally accepted accounting principles (“GAAP”) for the second quarter of 2003 were $1.10, compared with $1.19 in the year-earlier period. On the same basis, the recent quarter’s net income totaled $134 million, up 17% from $115 million in the second quarter of 2002.

     The recent quarter’s results reflect the impact of operations obtained in M&T’s April 1, 2003 acquisition of Allfirst Financial Inc. (“Allfirst”) and the related issuance by M&T of 26.7 million common shares. Merger-related expenses were $22 million, after applicable tax effect, or $.17 per diluted share in the second quarter of 2003, and represent costs for professional services, travel and other expenses associated with the acquisition and the related integration of data processing and other operating systems and functions. There were no similar expenses in the second quarter of 2002.

     GAAP-basis net income for the second quarter of 2003 expressed as an annualized rate of return on average assets and average common stockholders’ equity was 1.10% and 10.00%, respectively, compared with 1.47% and 15.43%, respectively, in the year-earlier quarter. A combined balance sheet for M&T on April 1, 2003, which includes a summary of assets acquired and liabilities assumed by M&T from Allfirst as of the acquisition date, is included herein.

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     Robert G. Wilmers, Chairman of the Board, President and Chief Executive Officer of M&T commented, “The last few months have proven to be both challenging and exciting, as we welcomed former Allfirst employees to M&T and integrated Allfirst’s operations into those of M&T. We are pleased to report that through the efforts of many dedicated employees from throughout the expanded M&T the recently completed systems conversions went smoothly. We look forward to efficiently providing enhanced services to our customers now that all M&T customer accounts are housed on the same data processing systems.”

     For the six months ended June 30, 2003 and 2002, GAAP-basis diluted earnings per share were $2.30 and $2.37, respectively. GAAP-basis net income for the first six months of 2003 totaled $251 million, 10% higher than $228 million in the year-earlier period. Merger-related expenses incurred during 2003 associated with the acquisition of Allfirst were $25 million, after applicable tax effect, or $.23 per diluted share. M&T will incur additional merger-related expenses in the second half of 2003 as Allfirst’s operations are fully integrated into M&T. There were no merger-related expenses in the first half of 2002. GAAP-basis net income for the first half of 2003 expressed as an annualized rate of return on average assets and average common stockholders’ equity was 1.23% and 11.67%, respectively, compared with 1.47% and 15.49%, respectively, in the corresponding 2002 period.

     Supplemental Reporting of Non-GAAP Results of Operations. Since 1998, M&T has consistently provided supplemental reporting of its results on a “net operating” or “tangible” basis, from which M&T excludes the after-tax effect of amortization of core deposit and other intangible assets and expenses associated with merging acquired operations into M&T. Although “net operating

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income” as defined by M&T is not a GAAP measure, M&T’s management believes that this information helps investors understand the effect of acquisition activity in reported results. Amortization of core deposit and other intangible assets, after tax effect, was $14 million ($.11 per diluted share) in the recent quarter, compared with $9 million ($.09 per diluted share) in the year-earlier quarter. Similar amortization charges for the six months ended June 30, 2003 and 2002 were $21 million, after tax effect ($.20 per diluted share) and $17 million, after tax effect ($.18 per diluted share), respectively.

     Diluted net operating earnings per share, which exclude the impact of amortization of core deposit and other intangible assets and merger-related expenses, were $1.38 for the quarter ended June 30, 2003, compared with $1.28 in the second quarter of 2002. Net operating income for the recent quarter was $169 million, up 38% from $123 million in the year-earlier quarter. Expressed as an annualized rate of return on average tangible assets and average tangible stockholders’ equity, net operating income was 1.48% and 29.89%, respectively, in 2003’s second quarter, compared with 1.64% and 27.75% in the second quarter of 2002. Average tangible assets and equity exclude goodwill, core deposit and other intangible assets, net of applicable deferred tax balances, of $3.1 billion during the recent quarter and $1.2 billion during the second quarter of 2002.

     For the first six months of 2003, diluted net operating earnings per share were $2.73, compared with $2.55 in the corresponding 2002 period. Net operating income for the first half of 2003 rose to $297 million, up 21% from $245 million in the corresponding 2002 period. For the first six months of 2003, net operating income expressed as an annualized rate of return on

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average tangible assets and average tangible equity was 1.54% and 27.39%, respectively, compared with 1.64% and 28.03% in the similar 2002 period. Average tangible assets and equity exclude goodwill, core deposit and other intangible assets, net of applicable deferred tax balances, of $2.1 billion and $1.2 billion during the six months ended June 30, 2003 and 2002, respectively.

     Reconciliation of GAAP and Non-GAAP Results of Operations. A reconciliation of diluted earnings per share and net income with diluted net operating earnings per share and net operating income follows:

	Three months ended				Six months ended
	June 30				June 30
	2003		2002		2003		2002
	(in thousands, except per share)
Diluted earnings per share	$	1.10		1.19		2.30		2.37
Amortization of core deposit and other intangible assets(1)		.11		.09		.20		.18
Merger-related expenses(1)		.17		—		.23		—
Diluted net operating earnings per share	$	1.38		1.28		2.73		2.55
Net income	$	134,040		114,507		250,578		228,084
Amortization of core deposit and other intangible assets(1)		13,883		8,533		20,977		17,326
Merger-related expenses(1)		21,513		—		25,112		—
Net operating income	$	169,436		123,040		296,667		245,410

(1) After any related tax effect

     Accounting for Stock-Based Compensation. Effective January 1, 2003, M&T began expensing stock-based compensation in accordance with the fair value method of accounting described in Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended. As a

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result, salaries and employee benefits expense in the first and second quarters of 2003 included $10 million of stock-based compensation, resulting in a reduction of net income in each quarter of $7 million, or $.08 per diluted share in the initial 2003 quarter and $.06 per diluted share in the second quarter of 2003. Using the retroactive restatement method described in SFAS No. 148, which amended SFAS No. 123, salaries and employee benefits expense for the first and second quarters of 2002 were each restated to include $10 million of stock-based compensation, resulting in a reduction of previously reported net income of $7 million, or $.07 per diluted share, in each of the 2002 quarters. These expenses are included in both the GAAP and supplemental non-GAAP results of operations discussed above.

     Taxable-equivalent Net Interest Income. Led by growth in average loans outstanding, taxable-equivalent net interest income increased 39% to $435 million in the second quarter of 2003 from $313 million in the year-earlier quarter. Reflecting the impact of $10.2 billion of loans obtained in the Allfirst acquisition, average loans outstanding increased 45% to $36.6 billion in 2003’s second quarter from $25.2 billion in the comparable 2002 period. Net interest margin, or taxable-equivalent net interest income expressed as an annualized percentage of average earning assets, was 4.12% in the recent quarter and 4.43% in the year-earlier period. The decline in net interest margin was predominantly a consequence of the yields on earning assets and rates paid on interest-bearing liabilities obtained in the Allfirst acquisition.

     Provision for Credit Losses/Asset Quality. The provision for credit losses totaled $36 million in the second quarter of 2003, up from $28 million a year earlier. Net charge-offs of loans during the recent quarter were $23 million, down from $25

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million in the year-earlier period. Net charge-offs of loans acquired from Allfirst during the recent quarter were not significant. Expressed as an annualized percentage of average loans outstanding, net charge-offs were .26% in 2003’s second quarter, compared with .39% in the corresponding 2002 period. Loans classified as nonperforming totaled $319 million, or .86% of total loans at June 30, 2003, compared with $168 million or .66% at June 30, 2002. Loans past due 90 days or more and accruing interest were $170 million at the recent quarter-end, compared with $128 million a year earlier. Included in these loans at June 30, 2003 and 2002 were $115 million and $104 million, respectively, of one-to-four family residential mortgage loans serviced by M&T and repurchased from the Government National Mortgage Association. The outstanding principal balances of these loans are fully guaranteed by government agencies. The loans were repurchased to reduce the cost of servicing them. In general, the remaining portion of accruing loans past due 90 days or more are either also guaranteed by government agencies or well-secured by collateral. Included in the June 30, 2003 totals of nonperforming loans and loans past due 90 days or more and accruing interest were loans obtained in the Allfirst transaction of $109 million and $33 million, respectively. Assets taken in foreclosure of defaulted loans were $23 million at June 30, 2003, compared with $22 million a year earlier.

     Allowance for Credit Losses. The allowance for credit losses totaled $604 million, or 1.63% of total loans, at June 30, 2003, compared with $436 million, or 1.70%, a year earlier. On the April 1, 2003 acquisition date, Allfirst had an allowance for credit losses of $146 million, or 1.43% of Allfirst’s loans then outstanding. Immediately following the merger on April 1, the combined balance sheet of M&T and Allfirst included an allowance

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for credit losses of $591 million that was equal to 1.62% of the $36.4 billion of outstanding loans. The ratio of M&T’s allowance for credit losses to nonperforming loans was 189% and 260% at June 30, 2003 and 2002, respectively.

     Noninterest Income and Expense. Noninterest income in the second quarter of 2003 totaled $233 million, 92% higher than $121 million in the year-earlier quarter. Approximately 80% of the increase was attributable to revenues related to operations in market areas associated with the former Allfirst franchise. In addition, higher mortgage banking revenues, largely the result of the low interest rate environment, and increased service charges on deposit accounts contributed to the improvement.

     Noninterest expense in the recent quarter totaled $431 million, up 85% from $233 million in 2002’s second quarter. Included in such amounts are expenses considered to be nonoperating in nature consisting of the previously noted amortization of core deposit and other intangible assets of $23 million in 2003 and $13 million in 2002, and merger-related expenses of $33 million in 2003. There were no merger-related expenses in 2002. Exclusive of these nonoperating expenses, noninterest operating expenses were $375 million in the recent quarter, compared with $220 million in the second quarter of 2002. Higher costs for salaries, including commissions, incentive compensation, and increased staffing levels resulting from the Allfirst acquisition, contributed to the increase in operating expenses. In addition, an $18 million provision for the impairment of capitalized mortgage servicing rights was recorded during the recently completed quarter, reflecting the impact on customer refinancings that the current low interest rate environment is expected to have on the rate of residential

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mortgage prepayments. A similar charge of $3 million was recognized during the second quarter of 2002.

     The efficiency ratio, or noninterest operating expenses divided by the sum of taxable-equivalent net interest income and noninterest income (exclusive of gains and losses from sales of bank investment securities), measures the relationship of operating expenses to revenues. M&T’s efficiency ratio was 56.2% in the second quarter of 2003, compared with 50.7% in the year-earlier period. The higher ratio in 2003 reflects the acquired Allfirst operations that will be integrated into M&T’s operations during the second half of 2003.

     Michael P. Pinto, M&T’s Executive Vice President and Chief Financial Officer observed, “We are quite pleased with our results for the second quarter. Low interest rates continue to have a beneficial effect on our consumer lending businesses, including automobile lending and residential mortgage loan originations. With regard to Allfirst, virtually all aspects of the integration are proceeding according to plan and we remain confident that, exclusive of merger-related expenses and amortization of intangible assets, the acquisition will not be dilutive to operating earnings in 2003. Furthermore, we expect that earnings for the full year, after excluding Allfirst merger expenses, will be in line with current analysts’ estimates.”

     Balance Sheet. M&T had total assets of $50.4 billion at June 30, 2003, up from $31.7 billion at June 30, 2002. Loans and leases, net of unearned discount, rose 45% to $37.0 billion at the recent quarter-end from $25.6 billion a year earlier. Deposits were $32.5 billion at June 30, 2003, up from $21.9 billion at June 30, 2002. Total assets, loans and deposits obtained in the Allfirst transaction were $16 billion, $10 billion and $11 billion,

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respectively. Total stockholders’ equity was $5.4 billion at June 30, 2003, representing 10.78% of total assets, compared with $3.0 billion or 9.46% a year earlier. Common stockholders’ equity per share was $45.46 and $32.54 at June 30, 2003 and 2002, respectively. Tangible equity per common share was $19.47 at June 30, 2003, compared with $19.58 at June 30, 2002. In the calculation of tangible equity per common share, stockholders’ equity is reduced by the carrying values of goodwill and core deposit and other intangible assets, net of applicable deferred tax balances, which aggregated $3.1 billion in 2003 and $1.2 billion in 2002.

     Conference Call. Investors will have an opportunity to listen to M&T’s conference call to discuss second quarter financial results at 10:00 a.m. Eastern Time today, July 14, 2003. Those wishing to participate in the call may dial 877-780-2276. International participants, using any applicable international calling codes, may dial 973-582-2700. The conference call will be webcast live on M&T’s website at http://ir.mandtbank.com/conference.cfm. A replay of the call will be available until July 15, 2003 by calling 877-519-4471, code 4020789 and 973-341-3080 for international participants. The event will also be archived and available by noon today on M&T’s website at http://ir.mandtbank.com/conference.cfm.

     Forward-Looking Statements. This news release contains forward-looking statements that are based on current expectations, estimates and projections about M&T’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. M&T undertakes no obligation to update publicly any forward-looking

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statements, whether as a result of new information, future events or otherwise.

     Future Factors include changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; credit losses; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock options to be issued in future periods; legislation affecting the financial services industry as a whole, and M&T and its subsidiaries individually or collectively; regulatory supervision and oversight, including required capital levels; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes, including environmental regulations; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of pending and future litigation and governmental proceedings; continued availability of financing; financial resources in the amounts, at the times and on the terms required to support M&T and its subsidiaries’ future businesses; and material differences in the actual financial results of merger and acquisition activities compared with M&T’s initial expectations, including the full realization of anticipated cost savings and revenue enhancements. These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, including interest rate and currency exchange rate fluctuations, and other Future Factors.

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Financial Highlights

		Three months ended									Six months ended
		June 30									June 30
Amounts in thousands,
except per share		2003			2002			Change			2003			2002			Change
Performance
Net income		$	134,040			114,507			17	%	$	250,578			228,084			10	%
Per common share:
	Basic earnings	$	1.12			1.23			-9	%	$	2.36			2.45			-4	%
	Diluted earnings		1.10			1.19			-8			2.30			2.37			-3
	Cash dividends	$	.30			.25			20		$	.60			.50			20
Common shares outstanding:
	Average — diluted (1)		122,366			95,917			28	%		108,789			96,107			13	%
	Period end (2)		119,519			92,192			30			119,519			92,192			30
Return on (annualized):
	Average total assets		1.10	%		1.47	%					1.23	%		1.47	%
	Average common stockholders’ equity		10.00	%		15.43	%					11.67	%		15.49	%
Taxable-equivalent net interest income		$	435,198			313,097			39	%	$	754,788			617,756			22	%
Yield on average earning assets			5.50	%		6.57	%					5.68	%		6.62	%
Cost of interest-bearing liabilities			1.65	%		2.50	%					1.75	%		2.57	%
Net interest spread			3.85	%		4.07	%					3.93	%		4.05	%
Contribution of interest-free funds			.27	%		.36	%					.27	%		.35	%
Net interest margin			4.12	%		4.43	%					4.20	%		4.40	%
Net charge-offs to average total net loans (annualized)			.26	%		.39	%					.31	%		.33	%
Net operating results (3)
Net operating income		$	169,436			123,040			38	%	$	296,667			245,410			21	%
Diluted net operating earnings per common share			1.38			1.28			8			2.73			2.55			7
Return on (annualized):
	Average tangible assets		1.48	%		1.64	%					1.54	%		1.64	%
	Average tangible common equity		29.89	%		27.75	%					27.39	%		28.03	%
Efficiency ratio			56.20	%		50.67	%					53.62	%		50.96	%
		At June 30
		2003			2002			Change
Loan quality
Nonaccrual loans		$	311,881			159,468			96	%
Renegotiated loans			6,985			8,463			-17
	Total nonperforming loans	$	318,866			167,931			90	%
Accruing loans past due 90 days or more		$	169,753			128,127			32	%
Nonperforming loans to total net loans			.86	%		.66	%
Allowance for credit losses to total net loans			1.63	%		1.70	%

(1)	Includes common stock equivalents.
(2)	Includes common stock issuable under deferred compensation plans.
(3)	Excludes merger-related expenses and amortization and balances related to goodwill and core deposit and other intangible assets which, except in the calculation of the efficiency ratio, are net of applicable income tax effects. A reconciliation of net income and net operating income appears on page 4.

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M&T BANK CORPORATION
Condensed Consolidated Statement of Income

			Three months ended								Six months ended
			June 30								June 30
Dollars in thousands			2003		2002			Change			2003		2002		Change
Interest income			$	576,396		461,425			25	%	$	1,011,955		922,612		10	%
Interest expense				145,506		151,949			-4			265,098		312,076		-15
Net interest income				430,890		309,476			39			746,857		610,536		22
Provision for credit losses				36,000		28,000			29			69,000		52,000		33
Net interest income after provision for credit losses				394,890		281,476			40			677,857		558,536		21
Other income
	Mortgage banking revenues			43,915		23,281			89			78,379		51,193		53
	Service charges on deposit accounts			85,882		40,811			110			129,231		80,336		61
	Trust income			33,640		15,318			120			47,839		31,123		54
	Brokerage services income			14,361		12,078			19			24,409		22,997		6
	Trading account and foreign exchange gains			5,689		386			1374			6,330		1,429		343
	Gain (loss) on sales of bank investment securities			250		(170	)		—			483		1		—
	Other revenues from operations			49,160		29,475			67			79,073		58,328		36
		Total other income		232,897		121,179			92			365,744		245,407		49
Other expense
	Salaries and employee benefits			205,481		125,701			63			329,555		249,155		32
	Equipment and net occupancy			47,896		25,727			86			75,047		52,931		42
	Printing, postage and supplies			10,926		5,871			86			17,939		11,904		51
	Amortization of core deposit and other intangible assets			22,671		13,142			73			34,269		26,685		28
	Other costs of operations			144,173		62,826			129			216,615		125,876		72
		Total other expense		431,147		233,267			85			673,425		466,551		44
Income before income taxes				196,640		169,388			16			370,176		337,392		10
Applicable income taxes				62,600		54,881			14			119,598		109,308		9
Net income			$	134,040		114,507			17	%	$	250,578		228,084		10	%
Summary of merger-related expenses included above:
	Salaries and employee benefits		$	3,553		—					$	3,838		—
	Equipment and net occupancy			800		—						896		—
	Printing, postage and supplies			2,319		—						2,361		—
	Other costs of operations			26,486		—						31,508		—
		Total merger-related expenses	$	33,158		—					$	38,603		—

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M&T BANK CORPORATION
Condensed Opening Balance Sheet

		Opening Balances April 1, 2003
Dollars in thousands		M&T		Allfirst		Combined
ASSETS
Investment securities		$	4,146,303		1,409,620		5,555,923
Loans and leases, net of unearned discount			26,224,113		10,221,790		36,445,903
	Less: allowance for credit losses		444,680		146,300		590,980
	Net loans and leases		25,779,433		10,075,490		35,854,923
Goodwill			1,097,553		1,806,529		2,904,082
Core deposit and other intangible assets			107,342		199,265		306,607
Other assets			2,313,160		2,999,755		5,312,915
	Total assets	$	33,443,791		16,490,659		49,934,450
LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing deposits		$	3,901,172		3,671,025		7,572,197
Interest-bearing deposits			18,023,050		7,264,496		25,287,546
	Total deposits		21,924,222		10,935,521		32,859,743
Short-term borrowings			2,387,043		1,610,782		3,997,825
Accrued interest and other liabilities			424,887		723,882		1,148,769
Long-term borrowings			5,394,920		1,226,518		6,621,438
	Total liabilities		30,131,072		14,496,703		44,627,775
Stockholders’ equity			3,312,719		1,993,956		5,306,675
	Total liabilities and stockholders’ equity	$	33,443,791		16,490,659		49,934,450

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M&T BANK CORPORATION
Condensed Consolidated Balance Sheet

		June 30
Dollars in thousands		2003		2002		Change
ASSETS
Cash and due from banks		$	2,565,621		864,158		197	%
Money-market assets			288,929		92,514		212
Investment securities			5,945,533		2,960,512		101
Loans and leases, net of unearned discount			37,001,556		25,603,569		45
	Less: allowance for credit losses		603,501		436,395		38
	Net loans and leases		36,398,055		25,167,174		45
Goodwill			2,904,081		1,097,553		165
Core deposit and other intangible assets			283,936		143,589		98
Other assets			2,012,973		1,382,861		46
	Total assets	$	50,399,128		31,708,361		59	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing deposits at U.S. offices		$	8,764,640		3,800,508		131	%
Other deposits at U.S. offices			22,364,719		16,839,791		33
Deposits at foreign offices			1,409,414		1,217,273		16
	Total deposits		32,538,773		21,857,572		49
Short-term borrowings			4,631,346		2,244,272		106
Accrued interest and other liabilities			1,036,791		394,882		163
Long-term borrowings			6,758,781		4,211,920		60
	Total liabilities		44,965,691		28,708,646		57
Stockholders’ equity (1)			5,433,437		2,999,715		81
	Total liabilities and stockholders’ equity	$	50,399,128		31,708,361		59	%

(1) Reflects accumulated other comprehensive income, net of applicable income taxes, of $52.4 million at June 30, 2003 and $35.4 million at June 30, 2002.

-more-

15-15-15-15-15

M&T BANK CORPORATION
Condensed Consolidated Average Balance Sheet
and Annualized Taxable-equivalent Rates

			Three months ended													Six months ended
			June 30													June 30
Dollars in millions			2003					2002								2003					2002
													Change in													Change in
			Balance		Rate			Balance		Rate			balance			Balance		Rate			Balance		Rate			balance
ASSETS
Money-market assets			$	100		1.21	%		273		1.76	%		-63	%	$	337		1.27	%		267		1.78	%		26	%
Investment securities				5,654		4.41			2,888		5.90			96			4,652		4.80			2,899		5.91			60
Loans and leases, net of unearned discount
	Commercial, financial, etc			9,985		4.34			5,070		5.24			97			7,675		4.43			5,064		5.23			52
	Real estate — commercial			12,059		6.14			9,432		7.09			28			10,880		6.33			9,402		7.10			16
	Real estate — consumer			3,853		6.18			4,129		7.07			-7			3,519		6.31			4,284		7.09			-18
	Consumer			10,735		6.19			6,583		7.00			63			9,167		6.23			6,412		7.09			43
		Total loans and leases, net		36,632		5.67			25,214		6.70			45			31,241		5.86			25,162		6.75			24
	Total earning assets			42,386		5.50			28,375		6.57			49			36,230		5.68			28,328		6.62			28
Goodwill				2,893					1,098					164			2,000					1,098					82
Core deposit and other intangible assets				295					150					97			204					157					31
Other assets				3,436					1,726					99			2,628					1,736					51
	Total assets		$	49,010					31,349					56	%	$	41,062					31,319					31	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
	NOW accounts		$	903		.40			757		.56			19	%		846		.38			748		.53			13	%
	Savings deposits			14,428		.79			8,822		1.23			64			12,039		.86			8,641		1.26			39
	Time deposits			7,489		2.40			7,642		3.34			-2			6,687		2.50			7,890		3.49			-15
	Deposits at foreign offices			996		1.16			404		1.51			147			1,024		1.18			441		1.51			132
		Total interest-bearing deposits		23,816		1.30			17,625		2.12			35			20,596		1.39			17,720		2.23			16
Short-term borrowings				4,789		1.22			2,677		1.77			79			4,143		1.25			2,820		1.77			47
Long-term borrowings				6,698		3.22			4,121		4.56			63			5,774		3.41			3,924		4.70			47
Total interest-bearing liabilities				35,303		1.65			24,423		2.50			45			30,513		1.75			24,464		2.57			25
Noninterest-bearing deposits				7,373					3,585					106			5,565					3,520					58
Other liabilities				957					363					164			656					366					79
	Total liabilities			43,633					28,371					54			36,734					28,350					30
Stockholders’ equity				5,377					2,978					81			4,328					2,969					46
	Total liabilities and stockholders’ equity		$	49,010					31,349					56	%	$	41,062					31,319					31	%
Net interest spread						3.85					4.07								3.93					4.05
Contribution of interest-free funds						.27					.36								.27					.35
Net interest margin						4.12	%				4.43	%							4.20	%				4.40	%

###

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EX-99

EX-99 News Release