-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AXYqNnlWGqewA6gHz43HV4wVhXVGAZ/LAbnU75GQTT0jjAu9xnVqXPg5jdpT/vY/ 5WSo8PzMRxeC+Tx7D+5HPQ== 0000950124-98-001339.txt : 19980317 0000950124-98-001339.hdr.sgml : 19980317 ACCESSION NUMBER: 0000950124-98-001339 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980421 FILED AS OF DATE: 19980316 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS BANKING CORP CENTRAL INDEX KEY: 0000351077 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 382378932 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-10535 FILM NUMBER: 98565910 BUSINESS ADDRESS: STREET 1: ONE CITIZENS BANKING CTR STREET 2: 328 SOUTH SAGINAW STREET CITY: FLINT STATE: MI ZIP: 48502 BUSINESS PHONE: 8107667500 MAIL ADDRESS: STREET 1: 1 CITIZENS BANKING CENTER STREET 2: 328 SOUTH SAGINAW STREET CITY: FLINT STATE: MI ZIP: 48502 DEF 14A 1 DEF 14A 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 CITIZENS BANKING CORPORATION - ------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: - ------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - ------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - ------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - ------------------------------------------------------------------------------- (5) Total fee paid: - ------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. - ------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - ------------------------------------------------------------------------------- (2) Form, schedule or registration statement no.: - ------------------------------------------------------------------------------- (3) Filing party: - ------------------------------------------------------------------------------- (4) Date filed: - ------------------------------------------------------------------------------- 2 March 16, 1998 To The Shareholders: The annual meeting of shareholders of Citizens Banking Corporation will be held in the Michigan Rooms, located in the Harding Mott University Center at the University of Michigan-Flint, Flint, Michigan 48502-2186, on Tuesday, April 21, 1998, at 10:00 a.m., local time, in accordance with the provisions of our bylaws. You are cordially invited to attend this meeting. It is important that your shares be represented, regardless of the number you own. Therefore, we request that you please date, sign and return your proxy promptly in the enclosed envelope whether or not you plan to attend the meeting. Voting by proxy will not affect your ability to attend the meeting or to change your vote. Sincerely yours, Charles R. Weeks Chairman of the Board 3 THOMAS W. GALLAGHER Senior Vice President, General Counsel and Secretary NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, APRIL 21, 1998 To the Shareholders of Citizens Banking Corporation: Notice is hereby given that the annual meeting of shareholders of Citizens Banking Corporation (the "Corporation") will be held in the Michigan Rooms located in the Harding Mott University Center at the University of Michigan-Flint, Flint, Michigan 48502-2186, on Tuesday, April 21, 1998, at 10:00 a.m., local time, for the following purposes: (1) To elect six (6) Class III directors to serve a three (3) year term and until their successors are duly elected and qualify. (2) To consider and approve an amendment to Article III of the Corporation's Restated Articles of Incorporation to increase the total authorized common shares from 40,000,000 shares without par value to 100,000,000 shares without par value. (3) To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE DIRECTORS NOMINATED AND FOR THE PROPOSAL SET FORTH. Shareholders of record of the Corporation's common stock outstanding at the close of business on February 27, 1998 are entitled to notice of and to vote at the meeting. You are invited to attend this meeting. Please date, sign and return your proxy promptly in the enclosed, stamped envelope whether or not you plan to be present at the meeting. You may still vote in person if you attend the meeting. By Order of the Board of Directors Thomas W. Gallagher Secretary Flint, Michigan March 16, 1998 4 Citizens Banking Corporation 328 South Saginaw Street Flint, Michigan 48502 - ------------------------------------------------------------------------------- PROXY STATEMENT - ------------------------------------------------------------------------------- This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of Citizens Banking Corporation (the "Corporation") to be used at the annual meeting of shareholders of the Corporation and any adjournments thereof. The annual meeting will be held on April 21, 1998 at the time and place and for the purposes set forth in the accompanying notice of annual meeting of shareholders. This proxy statement, the proxy, and notice of annual meeting of shareholders are first being provided to shareholders on or about March 16, 1998. The shareholders of the common stock of the Corporation ("Common Stock") as of the close of business on February 27, 1998 will be entitled to be present and to vote at the meeting. Each share is entitled to one (1) vote on each matter to be voted upon at the meeting. On February 27, 1998, there were 28,074,314 shares of Common Stock outstanding and entitled to vote. The Corporation has no other class of stock issued and outstanding at this time that is entitled to vote at the meeting. The board of directors requests that you execute and return the proxy promptly, whether or not you plan to attend the meeting. Any proxy may be revoked by the person giving it at any time prior to its being exercised by giving written notice of such revocation to the secretary of the Corporation, by executing a later dated proxy or by voting in person at the annual meeting. All share amounts and option exercise prices in this Proxy Statement have been adjusted to reflect the 3-for-2 stock split paid on November 18, 1997 to shareholders of record on October 27, 1997. The shares represented by properly executed proxies will be voted in accordance with the instructions provided therein and where no instructions are given, will be voted in favor of the proposal and the election of the Class III nominees identified herein. For purposes of determining the number of votes cast with respect to the election of directors, only those cast "for" are included. Abstentions and withheld votes are counted only for purposes of determining whether a quorum is present at the annual meeting and determining whether the requisite vote is received on the proposal. Although broker non-votes and abstentions are not counted, they will have the effect of a vote against the proposal. The costs of soliciting proxies will be borne by the Corporation. The solicitation of proxies will be made primarily by mail. The Corporation has, however, retained the firm of Kissel-Blake Inc., specialists in proxy solicitation, to solicit proxies on its behalf from brokers, bank nominees, and other institutional holders of its stock at an anticipated cost of $7,500.00 plus certain out-of-pocket expenses. Proxies may also be solicited by directors, officers, and other employees of the Corporation and its subsidiaries personally, and by telephone, facsimile, or other means. No additional compensation will be paid to directors, officers, or employees for any such solicitation nor is any such solicitation expected to result in more than a minimal cost to the Corporation. Arrangements may also be made directly by the Corporation with banks, brokerage houses, custodians, nominees, and fiduciaries to forward solicitation material to the beneficial owners of stock held of record by them and to obtain authorization for the execution of proxies. The Corporation may reimburse such institutional holders for reasonable expenses incurred by them in connection therewith. The persons named in the proxy to represent shareholders who are present by proxy at the meeting are Victor E. George and Edward P. Abbott. 1 5 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The table below includes all of the shareholders of the Corporation known by the Corporation to beneficially own more than five percent of its Common Stock as of December 31, 1997. All share amounts reflect the 3-for-2 stock split paid on November 18, 1997 to shareholders of record on October 27, 1997
COMMON STOCK BENEFICIALLY OWNED AS A COMMON STOCK PERCENTAGE BENEFICIALLY OF NAME AND ADDRESS OWNED INVESTMENT POWER VOTING POWER OUTSTANDING OF BENEFICIAL ----------------------------- ---------------------------- COMMON OWNER SOLE SHARED NONE SOLE SHARED NONE STOCK Citizens Bank 328 S. Saginaw St. Flint, Michigan 485021(1) 3,888,513 1,258,643 2,451,039 178,831 2,111,311 1,660,016 117,186 13.9% CenTra, Inc. 12225 Stephens Warren, Michigan 480892(2) 2,901,808 2,801,599 100,209 0 2,801,599 100,209 0 10.3%
___________________ (1) As sole or co-fiduciary, Citizens Bank will generally vote the shares held by it in trusts or estates in which the indenture creating the same specifically grants such power. Shares held in all other trusts or estates in which the bank acts as co-fiduciary will generally be voted by the other co-fiduciary or by the bank at the direction of such co-fiduciary. (2) The information furnished for CenTra, Inc. is based upon data which have been supplied to the Corporation by CenTra, Inc. As set forth in the table, CenTra, Inc. shares investment and voting power with respect to 100,209 shares. Such powers are shared with the Manuel J. Moroun Trust under agreement dated March 4, 1977, for the benefit of Manuel J. Moroun. 2 6 SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth the number of shares of the Corporation's Common Stock beneficially owned as of December 31, 1997, together with the percentage of the outstanding shares which such ownership represents, by (i) each director and nominee for election to the board of directors, (ii) each executive officer named in the Summary Compensation Table under "Executive Compensation" and (iii) all directors and executive officers of the Corporation as a group. The information with respect to directors and executive officers has been obtained from the respective individuals and is reported in accordance with the beneficial ownership rules of the Securities and Exchange Commission (the "Commission") under which a person may be deemed to be the beneficial owner of a security if such person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within the next 60 days. Accordingly, the amounts shown in the following table do not purport to represent beneficial ownership for any purpose other than compliance with the Commission's reporting requirements. All share amounts reflect the 3-for-2 stock split paid on November 18, 1997 to shareholders of record on October 27, 1997.
COMMON STOCK COMMON STOCK BENEFICIALLY BENEFICIALLY OWNED OWNED AS A PERCENTAGE OF AS OF DECEMBER 31, SOLE VOTING AND SHARED VOTING AND OUTSTANDING COMMON STOCK NAME 1997 DISPOSITIVE POWER DISPOSITIVE POWER AS OF DECEMBER 31, 1997 Edward P. Abbott(1) 22,147 22,011 136 * Hugo E. Braun Jr.(1) 24,204 24,204 - - * Jonathan E. Burroughs II(1)(2) 232,734 228,996 3,738 * Gary O. Clark(3) 156,259 147,121 9,138 * Joseph P. Day(1) 5,265 5,265 - - * John W. Ennest(4) 279,571 279,571 - - * Lawrence O. Erickson(1) 435,359 4,500 430,859 1.6% Victor E. George(1) 9,321 9,321 - - * William J. Hank(5) 290,343 85,390 204,953 1.0% Stephen J. Lazaroff 28,639 25,464 3,175 * William F. Nelson Jr.(1) 11,478 8,766 2,712 * Wayne G. Schaeffer(6) 125,577 110,124 15,453 * Gerald Schreiber(7) 12,222 12,222 - - * William C. Shedd(1) 11,849 5,816 6,033 * James E. Truesdell Jr.(1) 43,263 43,263 - - * James M. VanTiflin(8) 75,885 75,885 - - * Robert J. Vitito(9) 333,051 262,193 70,858 1.1% Ada C. Washington(10) 1,658 1,658 - - * Charles R. Weeks(7) 175,727 169,270 6,457 * Kendall B. Williams(1) 5,776 4,840 936 * James L. Woloham(7) 10,550 10,550 - - * All Directors, Director Nominees 2,716,068 1,938,877 777,191 9.7% and Executive Officers as a Group (28)(11)
* Represents holdings of less than one percent. (1) Includes 4,500 exercisable options to purchase Common Stock which were granted pursuant to the provisions of the Stock Option Plan for Directors. 3 7 (2)The shares shown for Mr. Burroughs II, include: 42,591 shares held in the Burroughs' Memorial Trust, to which Mr. Burroughs II serves as one of 5 trustees. Mr. Burroughs II disclaims beneficial ownership of such shares. (3)Includes 74,730 exercisable options to purchase Common Stock. (4)Includes 195,555 exercisable options to purchase Common Stock. (5)Includes 3,000 exercisable options to purchase Common Stock which were granted pursuant to the provisions of the Stock Option Plan for Directors. (6)Includes 93,634 exercisable options. (7)Includes 1,500 exercisable options to purchase Common Stock which were granted pursuant to the provisions of the Stock Option Plan for Directors. (8)Includes 66,507 exercisable options to purchase Common Stock. (9)Includes 216,334 exercisable options to purchase Common Stock. (10)Includes 825 exercisable options to purchase Common Stock which were granted pursuant to the provisions of the Stock Option Plan for Directors. (11)The directors, director nominees and executive officers disclaim beneficial ownership of 235,549 of these shares. Also, of the 2,716,068 shares shown as being beneficially owned by such group, 1,022,310 represent exercisable options to purchase Common Stock. ELECTION OF DIRECTORS In accordance with the Corporation's restated articles of incorporation, the board of directors is divided into three classes. Each year, on a rotating basis, the terms of office of the directors in one of the three classes will expire. Successors to the class of directors whose terms have expired will be elected for a three-year term. The directors whose terms expire at the 1998 annual meeting of shareholders ("Class III directors") are Stephen J. Lazaroff, William F. Nelson Jr., William C. Shedd, James E. Truesdell Jr., Charles R. Weeks, and Kendall B. Williams. All of the current Class III directors have previously been elected as directors by the shareholders, except Mr. Lazaroff, who was appointed to the board of directors pursuant to the Agreement and Plan of Merger between the Corporation and CB Financial Corporation dated January 27, 1997. The board of directors has nominated each of these individuals for re-election as Class III Directors at the 1998 annual meeting of shareholders. The term for the Class III directors will expire at the 2001 annual meeting of shareholders or upon the election and qualification of their successors. If any of the nominees should be unable to serve, the proxies may be voted for the election of such other person or persons as the board of directors may recommend or the number of directors will be automatically reduced by the number of nominees unable to serve if no substitute is recommended by the board of directors. Six nominees will be elected as Class III directors at the 1998 annual meeting of shareholders. On the basis of information presently available to the board of directors, only the six persons named above as nominees will be nominated for election as directors. SHARES REPRESENTED BY PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED FOR THE ELECTION OF SUCH NOMINEES UNLESS A CONTRARY DIRECTION IS INDICATED. The affirmative vote of a majority of the votes cast at the meeting is required for election. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES. 4 8 The name and age of each nominee and incumbent director, positions and offices currently held with the Corporation and its subsidiaries, his or her five-year business experience, and the year each became a director of the Corporation, according to information furnished by such nominees and incumbent directors, are set forth below. CLASS III NOMINEES TO SERVE THREE (3) YEARS
BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS, DIRECTORSHIPS SERVED IN CERTAIN CORPORATIONS, AND CONTINUOUSLY PRINCIPAL OCCUPATION IF OTHER POSITIONS AND OFFICES WITH AS A DIRECTOR THAN CURRENT POSITION WITH NAME AGE CORPORATION AND ITS SUBSIDIARIES OF CORPORATION CORPORATION AS ITS SUBSIDIARIES Stephen J. Lazaroff 44 Director of Corporation. 1997 President, Diversified Precision Products, Inc., a special cutting tool manufacturer serving the automotive and hydraulic fittings industries. William F. Nelson Jr. 64 Director of Corporation. 1986 President, Director, and Owner, William F. Nelson Electric, Inc., an electrical contractor for commercial and industrial businesses. William C. Shedd 58 Director of Corporation and 1982 Attorney and Partner, Director of Citizens Bank. Winegarden, Shedd, Haley, Lindholm & Robertson. James E. Truesdell Jr. 67 Director of Corporation and 1982 President-Secretary, J. Austin Director of Citizens Bank. Oil Company of Flint, Inc., an investment and real estate development firm. Charles R. Weeks 63 Chairman of the Board of 1982 Retired President and Chief Corporation and Director of Executive Officer of the Citizens Bank. Corporation; Director, Wolohan Lumber Co. Kendall B. Williams 45 Director of Corporation and 1992 Attorney and Counselor, Director of Citizens Bank. The Williams Firm, P.C. Previously an attorney with Gault Davison, P.C. from January 1980 to September 1997
5 9 CLASS I CONTINUING DIRECTORS - TERM EXPIRING IN 1999
BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS, DIRECTORSHIPS SERVED IN CERTAIN CORPORATIONS, AND CONTINUOUSLY PRINCIPAL OCCUPATION IF OTHER POSITIONS AND OFFICES WITH AS A DIRECTOR THAN CURRENT POSITION WITH NAME AGE CORPORATION AND ITS SUBSIDIARIES OF CORPORATION CORPORATION AS ITS SUBSIDIARIES Edward P. Abbott 58 Director of Corporation and 1982 President and Chief Executive Director of Citizens Bank. Officer, Abbott's Meat, Inc., a wholesale and retail meat distributor. Hugo E. Braun Jr. 65 Director of Corporation and 1986 Attorney & Partner, Braun Director of Citizens Bank. Kendrick Finkbeiner; Director, Wolohan Lumber Co. Jonathan E. 55 Director of Corporation. 1986 President, JEB Enterprises, an Burroughs II investment consulting firm. Lawrence O. Erickson 62 Director of Corporation and 1993 Chief Executive Officer, Four-Way Director of Citizens Bank. Tool & Die, Inc., an engineering consulting firm for metal stamping fabrication and tool manufacturing. William J. Hank 65 Director of Corporation and 1987 Chairman and Chief Executive Director of Citizens Bank - Officer, Farnham Investments Illinois, N.A. Group; Retired Executive Vice President of the Corporation; Retired Chairman of the Board, Citizens Bank - Illinois, N.A. Robert J. Vitito 55 President, Chief Executive 1991 Officer and Director of Corporation; Chairman of the Board, President and Chief Executive Officer of Citizens Bank.
8 10 CLASS II CONTINUING DIRECTORS - TERM EXPIRING IN 2000
BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS, DIRECTORSHIPS IN CERTAIN CORPORATIONS, AND POSITIONS AND OFFICES SERVED CONTINUOUSLY PRINCIPAL OCCUPATION IF OTHER WITH CORPORATION AND AS A DIRECTOR OF THAN CURRENT POSITION WITH NAME AGE ITS SUBSIDIARIES CORPORATION CORPORATION AND ITS SUBSIDIARIES Joseph P. Day 58 Director of Corporation 1992 President, Banner Engineering & and Director of Citizens Bank. Sales, Inc., a combustion engineering and manufacturing firm. John W. Ennest 55 Vice Chairman of the 1991 Board, Chief Financial Officer, and Treasurer of Corporation; Vice Chairman of the Board and Chief Financial Officer, Citizens Bank; Chairman of the Board, Citizens Bank - Illinois, N.A. Victor E. George 66 Director of Corporation 1982 Chairman of the Board, Victor and Director of George Oldsmobile, Inc., an Citizens Bank. automobile dealership. Gerald Schreiber 63 Director of Corporation. 1997 Vice President - Sales, Royalite Co., an electrical wholesale distributor. Ada C. Washington 47 Director of Corporation 1997 Community Volunteer. and Director of Citizens Bank. James L. Wolohan 46 Director of Corporation 1997 Chairman, President and Chief and Director of Executive Officer of Wolohan Citizens Bank. Lumber Co., a retailer of lumber, building materials and home improvement products; Director, Jacobson Stores, Inc.
7 11 MEETINGS OF DIRECTORS During calendar year 1997, 4 regular meetings and 4 special meetings of the board of directors of the Corporation were held. During such period, all incumbent directors attended at least 75% of the aggregate of the number of meetings of the board of directors and the number of meetings held by the committees on which they serve. COMMITTEES OF THE BOARD OF DIRECTORS The Corporation has several committees on which members of the board of directors serve, including an audit committee, a compensation and benefits committee, and a directors nominating committee. The audit committee meets quarterly and on call when needed, and the compensation and benefits committee and directors nominating committee meet on call. The AUDIT COMMITTEE met 4 times during 1997 and is currently comprised of the following outside directors: James E. Truesdell Jr., chairman; Edward P. Abbott; Joseph P. Day; William F. Nelson Jr.; and Gerald Schreiber. The responsibilities of the committee include oversight of the internal accounting controls for and internal audit function of the Corporation and its subsidiaries; recommending to the board of directors the independent auditors to be retained to conduct the annual audit of the Corporation; reviewing the annual audit plan with the independent auditors and the internal auditors; serving as the Compliance Review Committee pursuant to the provisions of the Corporation's compliance policy; and reviewing the financial results and the results of the internal and independent audits of the Corporation. The COMPENSATION AND BENEFITS COMMITTEE met 7 times during 1997 and is currently comprised of the following directors: Hugo E. Braun Jr., chairman; Lawrence O. Erickson; Victor E. George; James E. Truesdell Jr.; and Kendall B. Williams. The responsibilities of the committee include approval of all aspects of corporate executive compensation and administration of the Corporation's compensation and benefits plans. The DIRECTORS NOMINATING COMMITTEE met 1 time during 1997 and is currently comprised of the following directors: Charles R. Weeks, chairman; Hugo E. Braun Jr.; Jonathan E. Burroughs II; Victor E. George; and Robert J. Vitito. The responsibilities of the committee are: to determine a desirable balance of expertise among board members; to identify qualified candidates to fill board positions; to provide aid in attracting qualified candidates to the board of directors; to recommend the slate of director nominees to the board of directors for inclusion in the Corporation's proxy statement for election by the shareholders at the annual meetings; to consider director nominees proposed by shareholders; and to handle such other matters as may be properly delegated to the committee by the board of directors. Shareholders proposing director nominees at any annual meeting of shareholders shall provide written notice in accordance with the bylaws of such intention to the secretary of the Corporation at least ninety days prior to an annual shareholders meeting for which such nominations are proposed and with respect to an election to be held at a special meeting of shareholders, such notices must be given by the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. 8 12 COMPENSATION OF DIRECTORS During 1997, directors of the Corporation (with the exception of Mr. Weeks who has a separate arrangement as described below) were paid an annual retainer of $6,000 plus the sum of $900 for attendance at each meeting of the board of directors. Non-officer directors were paid $600 for each committee meeting attended with the exception of the committee chairpersons who were paid $900. Committee member directors who are also employees of the Corporation do not receive fees for committee meeting attendance. The Corporation also maintains the Stock Option Plan for Directors. Annually during the ten year term of the Plan, each nonemployee director serving on the board of directors immediately following the annual meeting of shareholders will receive an automatic grant of a non- qualified stock option to purchase 1,500 shares of Common Stock at an exercise price equal to the fair market value per share of Common Stock on the date of the annual meeting of shareholders. Each such option will become exercisable six months following the grant date and expire five years after grant. On April 15, 1997, pursuant to the Plan, nonemployee directors received a stock option grant to purchase 1,500 shares of Common Stock of the Corporation at an exercise price of $20.75 per share. In April 1996, the Corporation entered into a contractual arrangement with Mr. Weeks, pursuant to which he agreed to serve as chairman of the board of the Corporation and as chairman of the executive and nominating committees of the Corporation's board of directors. Pursuant to such arrangement, Mr. Weeks is currently paid an annual fee of $206,000 which is inclusive of any other annual retainer or meeting fees otherwise normally paid to directors of the Corporation. Such fee is paid in quarterly installments in February, May, August and November of each year until the end of the term of the appointment on April 30, 1999. The fee will be increased to $212,180 in May 1998. In addition to such fee, Mr. Weeks is entitled to be reimbursed by the Corporation for reasonable out-of-pocket expenses incurred in his capacity as chairman upon presentation of an appropriate accounting to the Corporation. In the event Mr. Weeks should fail to be re-elected as a director of the Corporation or be removed as chairman of the board (for reasons other than willful misconduct or neglect) prior to the expiration of the term of the appointment, Mr. Weeks would be entitled to one half of the annual fees prorated for the remainder of the term. If Mr. Weeks should voluntarily resign as chairman of the board prior to the expiration of the term, he will forfeit all right to future payment under the agreement. In the event of the death or permanent and total disability of Mr. Weeks, any unpaid fees will be prorated to the date of death or permanent and total disability. PROPOSAL TO APPROVE AN AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES The Restated Articles of Incorporation (the "Articles") presently authorize 40,000,000 shares of Common Stock, no par value. As of January 1, 1998, 28,047,518 shares of Common Stock were issued and outstanding and 1,120,165 shares of Common Stock were reserved for issuance pursuant to the Corporation's benefit plans. Proposed Amendment. The board of directors is seeking approval of an amendment to the Articles to increase the number of authorized shares of Common Stock to 100,000,000 shares as set forth in the following shareholder resolution: 9 13 "RESOLVED, that the Restated Articles of Incorporation of this Corporation be amended by changing Article III so that, as amended, Article III, which sets forth the total authorized capital stock of this Corporation shall read as follows: 'The total authorized capital stock is: 1. Common shares: 100,000,000 shares, no par value 2. Preferred shares: 5,000,000 shares, no par value.'"
Reason for Proposed Amendment. The proposed additional shares of Common Stock could be issued for any proper corporate purpose, including the acquisition of other businesses, the raising of additional capital for use in the Corporation's business, stock splits, the payment of stock dividends or other distributions in shares of stock, or in connection with employee stock incentive programs. While the Corporation currently has no understandings or commitments with respect to the issuance of the additional shares of Common Stock, it is considered advisable to have the authorization to issue such shares in order to enable the Corporation, as the need may arise, to move promptly to take advantage of market conditions and the availability of other favorable opportunities without the delay and expense involved in calling a special shareholders meeting for such purpose. The authorization of additional shares of Common Stock will not, by itself, have any effect on the rights of holders of existing Common Stock. Depending on the circumstances, any issuance of additional shares of Common Stock may dilute the present equity ownership of current shareholders. Holders of Common Stock have no preemptive rights to participate in any such issuance. If the proposed amendment to the Articles is approved, the Board of Directors will have the authority to issue the additional authorized shares or any part thereof to such persons and for such consideration as it may determine without further action by the shareholders except as required by law, the Articles or the rules of the Nasdaq Stock Market or any stock exchange on which the Corporation's securities may then be listed. The Nasdaq Stock Market, on which the issued shares of Common Stock are listed, currently requires shareholder approval as a prerequisite to listing shares in certain limited circumstances. It should be noted that while the Corporation has no present plans to use the additional authorized shares of Common Stock for any particular purpose, the availability of additional shares of Common Stock could render more difficult or discourage a takeover attempt. For example, additional shares of Common Stock could be issued and sold to purchasers who oppose a takeover bid which is not in the best interests of the Corporation, its shareholders and its constituencies or could be issued to increase the aggregate number of outstanding shares of Common Stock and thereby dilute the interest of parties attempting to obtain control of the Corporation. In connection with any issuance of shares of Common Stock, the board of directors is required to determine that such issuance would be in the best interests of the Corporation and its shareholders. It is possible that such shares could be sold with or without an option, on the part of the Corporation, to repurchase such shares, or on the part of the purchaser, to put such shares to the Corporation. If used to render more difficult or to discourage a takeover attempt, the effect of the additional authorized shares of Common Stock might be (i) to deprive shareholders of an opportunity to sell their stock at a temporarily higher price as a result of a tender offer or the purchase of shares by a person seeking to obtain control of the Corporation or (ii) to assist incumbent management in retaining its present position. Such an attempt to acquire control is unlikely at the present time, however, in view of certain measures currently in place. 10 14 Certain existing provisions of the Corporation's Articles and its Amended and Restated Bylaws (the "Bylaws") may under certain circumstances have anti-takeover effects. The provisions in the Articles (i) provide that board of directors shall consist of three classes of directors, each class serving a staggered three year term; (ii) provide for a two-thirds shareholder vote to amend, alter, add or repeal certain provisions in the Bylaws; (iii) provide that corporate actions may be taken without a shareholders' meeting if written consent setting forth such action is signed by the holders of at least two-thirds of the outstanding voting stock; and (iv) provide that in the absence of a two-thirds vote of the continuing directors approving the transaction, a business combination between the Corporation or a subsidiary and related person must comply with certain specified conditions including that the aggregate consideration per share be equal to the highest consideration previously paid by the related person or his affiliates for any shares; or in the alternative, the transaction must receive a favorable vote of at least two-thirds of the outstanding voting shares and a majority of the shares held by other than such related person. The provisions in the Bylaws (i) permit shareholders' meetings to be called by shareholders only upon the request of the holders of at least two-thirds of the outstanding shares entitled to vote; (ii) permit a director to be removed from office only for cause upon the favorable vote of the holders of at least two-thirds of the votes entitled to be cast; and (iii) require any shareholder intending to make a nomination at an election meeting to provide specific information regarding the proposed nominees to the Secretary at least ninety (90) days in advance of the meeting. None of these Articles or Bylaws provisions may be altered or amended without the affirmative vote of at least two-thirds of the votes entitled to be cast unless the amendment is recommended by more than 75% of the directors. In addition, the board of directors of the Corporation adopted a share purchase rights plan on July 20, 1990 which may under certain circumstances have anti-takeover effects. Specifically, on July 20, 1990, the board of directors declared a dividend distribution of one Right for each outstanding share of Common stock of the Corporation. Each Right entitles the registered holder to purchase from the Corporation under certain circumstances one one-hundredth of a share of Series A Preferred Stock at a price of $25 per each one-hundredth of a share, subject to adjustment to prevent dilution. In the event any person or group acquires 15% or more of the outstanding shares of Common Stock or if certain other events occur involving a potential change-in-control of the Corporation, each Right will entitle the registered holder (other than such acquiror) to purchase, for the $25 exercise price, shares of Common Stock having a market value of $50. The Corporation is also subject to Chapter 7B of the Michigan Business Corporation Act which provides that "control shares" of the Corporation acquired in a "control share acquisition" have no voting rights except as granted by the shareholders of the Corporation. THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSAL TO AMEND THE RESTATED ARTICLES OF INCORPORATION. A majority of shares outstanding and entitled to vote at the meeting is required to approve the proposal. Consequently, abstentions and broker non-votes will have the same effect as a vote against the proposal. 11 15 EXECUTIVE OFFICERS The following information is provided for those officers currently designated as executive officers by the Corporation's Board of Directors and includes the President, Chief Financial Officer, Controller, and Secretary of the Corporation, officers of the Corporation who are in charge of principal business units, divisions or functions, and officers of the Corporation or its subsidiaries who perform significant policy making functions for the Corporation. YEAR BECAME EXECUTIVE OFFICER OF NAME AGE FIVE-YEAR BUSINESS EXPERIENCE THE CORPORATION Richard T. Albee 54 Executive Vice President of 1996 Citizens Bank (December 1997 to present); Senior Vice President of Citizens Bank (April 1994 to present). Also served as President of former subsidiary bank of the Corporation which was consolidated with Citizens Bank (January 1988 to April 1994). Daniel E. Bekemeier 41 Senior Vice President and 1996 Controller of Citizens Bank (April 1995 to present); Vice President and Controller of Citizens Bank (September 1989 to April 1995). Nicholas J. Cilfone 47 Senior Vice President of 1985 Corporation (August 1988 - present); Executive Vice President of Citizens Bank (June 1996 to present). Also served as Executive Vice President of former subsidiary bank of the Corporation which was consolidated with Citizens Bank (October 1991 to June 1996). Gary O. Clark 56 Executive Vice President of 1986 Corporation (July 1986 - present); President and Chief Executive Officer, Citizens Bank - Illinois, N.A. (February 1994 - present); Senior Executive Vice President, Chief Operating Officer and Senior Credit Officer of Citizens Bank (October 1991 - February 1994). Gary P. Drainville 48 Executive Vice President of 1985 Corporation and of Citizens Bank (December 1993 - present); Director of Human Resources of Corporation and of Citizens Bank (December 1985 - June 1996); Senior Vice President of Corporation and of Citizens Bank (December 1985 - December 1993) 12 16 YEAR BECAME EXECUTIVE OFFICER OF NAME AGE FIVE-YEAR BUSINESS EXPERIENCE THE CORPORATION John W. Ennest 55 Vice Chairman of the Board of 1983 Corporation (October 1991 - present); Chief Financial Officer and Treasurer of Corporation (July 1994 - present); Vice Chairman of the Board and Chief Financial Officer of Citizens Bank (June 1996 to present) Chairman of the Board, Citizens Bank - Illinois, N.A. (August 1992 - present); Chief Executive Officer, Citizens Bank - Illinois, N.A. (August 1992 - February 1994). Thomas W. Gallagher 45 Senior Vice President of 1989 Corporation (July 1993 - present); General Counsel of Corporation (August 1988 - present); Secretary of Corporation (January 1989 - present); Senior Vice President and General Counsel, Citizens Bank (August 1988 - Present). Wayne G. Schaeffer 51 Executive Vice President of 1987 Corporation (December 1993 - Present); Chief Financial Officer and Treasurer of Corporation (August 1988 - July 1994); Senior Vice President of Corporation (August 1988 - December 1993);President - Flint, Citizens Bank (June 1996 to Present); Senior Executive Vice President and Chief Operating Officer, Citizens Bank (July 1994 - June 1996); Chief Financial Officer, Citizens Bank (December 1985 - July 1994); Executive Vice President, Citizens Bank (December 1993 - July 1994). Thomas C. Shafer 39 Executive Vice President of 1996 Citizens Bank (June 1996 to present); Senior Vice President of Citizens Bank (November 1994 to June 1996); City President, Michigan National Bank - Flint (April 1992 to November 1994) James M. VanTiflin 50 President - Saginaw, Citizens 1996 Bank (June 1996 to present); President and Chief Executive Officer of former subsidiary bank of the Corporation which was consolidated with Citizens Bank (February 1995 to June 1996); Executive Vice President of Citizens Bank (August 1992 to February 1995). 13 17 YEAR BECAME EXECUTIVE OFFICER OF NAME AGE FIVE-YEAR BUSINESS EXPERIENCE THE CORPORATION Robert J. Vitito 55 President and Chief Executive 1986 Officer of Corporation (April 1996 to present); President and Chief Administrative Officer of Corporation (July 1994 - April 1996); Executive Vice President of Corporation (July 1986 - July 1994); Chairman, President and Chief Executive Officer of Citizens Bank (May 1996 to Present); also served as Chairman of the Board of former subsidiary bank of the Corporation which was consolidated with Citizens Bank (January 1987 to June 1996) Jack S. Werner 50 President - Bay City/Midland, 1996 Citizens Bank (June 1996 to present). Also served as Chairman and Chief Executive Officer of former subsidiary bank of the Corporation which was consolidated with Citizens Bank (May 1991 to June 1996). Citizens Bank and Citizens Bank - Illinois, N.A. are wholly-owned subsidiaries of the Corporation. 14 18 EXECUTIVE COMPENSATION The following table provides certain summary information concerning compensation paid or accrued by the Corporation and its subsidiaries, to or on behalf of the Corporation's Chief Executive Officer and each of the four other most highly compensated executive officers during 1997 (the "Named Officers") of the Corporation (determined as of the end of the last fiscal year) for the fiscal years ended December 31, 1995, 1996, and 1997: SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM NAME AND PRINCIPAL COMPENSATION POSITION ALL OTHER YEAR SALARY ($) BONUS ($) OPTIONS/ COMPENSATION(2)($) SARS(#)(1) Robert J. Vitito 1997 313,000 168,859 110,667 22,418 President and Chief 1996 278,273 143,882 92,433 20,419 Executive Officer 1995 241,442 112,864 77,625 19,916 John W. Ennest 1997 252,850 94,870 66,580 23,596 Vice Chairman, Treasurer 1996 243,148 72,754 55,533 20,419 and Chief Financial 1995 234,414 90,442 75,873 19,982 Officer Wayne G. Schaeffer 1997 157,000 70,156 39,870 7,764 Executive Vice President 1996 141,476 59,778 31,222 7,653 1995 127,229 55,688 35,377 5,994 Gary O. Clark 1997 173,000 38,341 26,104 10,396 Executive Vice President 1996 164,377 28,216 27,517 10,084 1995 160,975 35,874 19,747 17,071 James M. VanTiflin 1997 145,196 56,765 16,200 6,462 President - Saginaw, 1996 132,490 48,369 13,050 6,138 Citizens Bank 1995 126,601 34,936 11,250 5,721
(1)The numbers of options have been adjusted to reflect the 3-for-2 stock split paid on November 18, 1997 to shareholders of record on October 27, 1997. (2)The amounts set forth in the "All Other Compensation" column for 1997 represent: (i) contributions of $7,125 to the Corporation's Amended and Restated Section 401(k) Plan on behalf of each of the Named Officers (except Mr. VanTiflin for which the contribution totaled $6,119) to match 1997 pre-tax elective deferral contributions (included under Salary) made by such individuals to the Plan; (ii) insurance payments with respect to term life insurance as follows: Mr. Vitito $2,093, Mr. Ennest $3,271, Mr. Schaeffer $639, Mr. Clark $3,271 and Mr. VanTiflin $343; and (iii) $13,200 paid to Messrs. Vitito and Ennest for services as a director of the Corporation. 15 19 STOCK OPTION GRANTS The following table contains information concerning the grant of stock options under the Corporation's Third Amended Stock Option Plan (the "Option Plan") to the Named Officers during 1997:
OPTION/SAR GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS NUMBER OF % OF TOTAL POTENTIAL REALIZABLE SECURITIES OPTIONS/ VALUE AT ASSUMED ANNUAL UNDERLYING SARS RATE OF STOCK PRICE OPTIONS GRANTED TO EXERCISE OR APPRECIATION /SARS EMPLOYEES IN BASE PRICE EXPIRATION FOR NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(1) DATE OPTION TERM(2) 5%($) 10%($) R.J. Vitito 73,500(3) 13.17% 21.83 05/29/2007 1,009,218 2,557,559 37,167(4) 6.66% 21.33 06/09/2002 219,062 484,070 J.W. Ennest 29,100(3) 5.22% 21.83 05/29/2007 399,568 1,012,584 37,480(4) 6.72% 22.00 06/09/2002 227,810 503,402 W.G. Schaeffer 25,050(3) 4.49% 21.83 05/29/2007 343,958 871,658 14,820(4) 2.66% 22.00 06/09/2002 90,078 199,050 G.O. Clark 7,500(3) 1.34% 21.83 05/29/2007 102,981 260,975 18,604(4) 3.33% 21.17 06/09/2002 108,795 240,409 J.M. VanTiflin 16,200(3) 2.90% 21.83 05/29/2007 222,439 563,707
_______________________ (1)The numbers of shares and exercise prices have been adjusted to reflect the 3-for-2 stock split paid on November 18, 1997 to shareholders of record on October 27, 1997. (2)Such "potential realizable values" represent the value of such options at the end of their term, assuming a 5% and 10% appreciation in the price of the Common Stock compounded annually over the term without discounting for inflation. The actual value of such options is dependent upon actual appreciation in the market price of the Common Stock during the term of the options. (3)These stock options are non-qualified stock options granted pursuant to the Option Plan. The options are exercisable in whole or in part during the term thereof once vested, beginning November 29, 1997. Generally such options become vested on a graduated basis in accordance with a pre-determined option vesting schedule which is based upon a rolling average 4 quarter return on average assets ratio ("ROA") for the Corporation with a minimum vesting of 10% upon the Corporation's achieving a 1.09% ROA and a 100% vesting upon the Corporation's achieving an ROA of 1.25%. (4)These stock options are non-qualified stock options which were automatically granted as reload options pursuant to the provisions of the Performance Partnership Program ("PPP") of the Corporation which was established under the Option Plan. Under the PPP, initial grants of non- qualified stock options ("Initial Grants") were made to such participants in 1992 in connection with their agreement to participate in the 16 20 PPP. The provisions of the PPP required a participant to contribute currently owned shares of Common Stock to the PPP, and to subject such shares together with shares subsequently acquired under the PPP to certain transfer restrictions. Under the PPP, the vested portion of the Initial Grant would be automatically exercised by the administrator pursuant to an automatic stock-for-stock exchange procedure utilizing the shares then credited to the participant's account, provided that the spread between the exercise price and the fair market value of the Common Stock at such time resulted in a gain of at least a specified number of shares and at least six months and one day had lapsed since the last such exercise. Each time a portion of the Initial Grant or a subsequently granted reload option was exercised, a participant would automatically receive an additional reload option to purchase a number of shares equal to the number of shares received upon exercise less the number of shares realized as a gain from the transaction. Reload options became fully exercisable six months after grant and have an exercise price equal to the fair market value per share of Common Stock on the date the reload option was granted. The "reload option" feature of the PPP was discontinued by the compensation and benefits committee effective June 30, 1997. Such action had the effect of causing all participation in the PPP to cease. OPTION/SAR EXERCISES AND HOLDINGS The following table provides information, with respect to the Named Officers, about the exercise of options and/or SARs during the last fiscal year, and the unexercised options and SARs held as of the end of the fiscal year:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES NUMBER OF SECURITIES SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED ACQUIRED ON VALUE OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS NAME EXERCISE REALIZED YEAR END (#) AT FISCAL YEAR END ------------------------------ --------- --------------- (#) ($) EXERCISABLE ($) EXERCISABLE R.J. Vitito 52,809 341,073 216,334 59,190 3,770,731 811,502 J.W. Ennest 75,720 688,734 195,555 24,871 3,799,627 346,257 W.G. Schaeffer 15,969 24,991 93,634 20,869 1,740,577 288,495 G.O. Clark 22,638 87,899 74,730 7,425 1,421,749 105,018 J.M. VanTiflin 3,000 41,875 66,507 14,193 1,348,018 197,648
17 21 PENSION PLANS The following table shows the estimated annual pension benefits payable to the Named Officers at normal retirement age 1/ under the Corporation's qualified defined benefit pension plan, based on remuneration that is covered under the plan and years of service with the Corporation and its subsidiaries: PENSION PLAN TABLE
YEARS OF CREDITED SERVICE ------------------------- REMUNERATION(2) 15 20 25 30 35 $ 75,000 $ 16,000 $ 22,000 $ 27,000 $ 33,000 $ 38,000 115,000 27,000 36,000 45,000 54,000 64,000 155,000 38,000 51,000 63,000 76,000 89,000 195,000 49,000 65,000 81,000 98,000 114,000
__________________________________________ (1)Normal retirement age is the later of age 65 or the fifth anniversary of the participant's entry into the plan. (2)The law in effect throughout calendar year 1997 limits remuneration considered for benefit purposes to $160,000. Messrs. Vitito, Ennest, and Clark have supplemental plans that pay benefits based upon earnings in excess of the pension plan limitations, which plans are described below. A participant's remuneration covered by the Corporation's pension plan is his or her "average monthly compensation," which is computed over the 60 consecutive months of the participant's last 120 months in which he or she received the greatest compensation, multiplied by 12 months. For this purpose, compensation is defined as the participant's base salary, exclusive of bonuses, overtime, and fringe benefits, but includes the participant's 401(k) salary reduction contributions. Covered remuneration for the named executives as of the end of the last calendar year is $160,000 for Messrs. Vitito, Ennest, and Clark, $157,000 for Mr. Schaeffer and $145,196 for Mr. VanTiflin. The estimated credited years of service for each named executive is as follows: Mr. Vitito, 30; Mr. Ennest, 15; Mr. Schaeffer, 14; Mr. Clark, 23; and Mr. VanTiflin, 23. Benefits are computed as a straight single life annuity beginning at normal retirement age and are not subject to offset for social security or other benefits. The Corporation has an agreement with each of Mr. Vitito, Mr. Ennest and Mr. Clark which provides that they shall be entitled to receive a retirement benefit at age 65 equal to 60%, 50% and 55%, respectively, of their average annual base salary over the consecutive 60-month period in which they received the highest compensation during their final 120 months of employment with appropriate percentage reductions in the event of retirement before age 65. That portion of the retirement benefit not covered by the Corporation's pension plan and social security are covered by a supplemental retirement benefits plan. Under the combined plans, the estimated annual benefits payable to Mr. Vitito, Mr. Ennest and Mr. Clark upon retirement at age 65 would be approximately $263,638, $198,787 and $141,873, respectively. 18 22 CHANGE-IN-CONTROL AGREEMENTS The Corporation has entered into change-in-control agreements with each of the Named Officers except Gary O. Clark. Each agreement provides severance benefits to the Named Officer if there is a change-in-control of the Corporation and the Named Officer's employment with the Corporation is actually or constructively terminated within twenty-four (24) months thereafter. A "change-in-control" of the Corporation is generally defined as the acquisition by any person or group of 20% or more of the outstanding Common Stock in a transaction which has not been approved by a majority of the board of directors, a liquidation or dissolution of the Corporation, a sale of substantially all of the assets of the Corporation, or a merger, consolidation or combination in which the Corporation is not the survivor or, under certain circumstances, a change in the majority of the members of the board of directors within a two-year period. A Named Officer's employment is deemed to have been constructively terminated following a change-in-control if (i) there is a significant reduction in the scope of the Named Officer's authority or in the extent of such Officer's powers, functions, duties or responsibilities, or (ii) there is a reduction in the Named Officer's rate of compensation, or (iii) fringe benefits are not provided to such Named Officer on a basis commensurate with other executives of the Corporation, or (iv) there are changes in the Named Officer's responsibilities which would require moving such Officer's job location outside of lower Michigan. Each Agreement continues until two years after a change-in-control of the Corporation and generally provides severance benefits of a lump-sum payment equal to two years salary and bonus plus medical, dental and life insurance coverage for a period of eighteen months. Further, each Agreement provides for additional payments to make the Named Officer whole, on an after-tax basis, for any excise tax imposed by Section 4999 of the Internal Revenue Code. Any Named Officer whose employment is terminated and who thereafter receives the benefits provided under such change-in-control agreement may not, for a period of twenty-four months following termination of employment, accept employment, consult for or otherwise assist any other financial institution which conducts business from a location within fifty (50) miles of any location of the Corporation or its subsidiary banks. COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION The compensation and benefits committee of the board of directors of the Corporation (the "Committee") consists of five directors who are not employed by the Corporation and are not eligible to participate in any of the Corporation's benefit plans other than the Stock Option Plan for Directors. The following report is submitted by the Committee. OVERVIEW AND PHILOSOPHY The Committee, pursuant to authority delegated by the board of directors of the Corporation, is responsible for determining and implementing compensation and benefit systems for executive officers and other employees of the Corporation. The Committee determines the annual salaries and other compensation for executive officers based upon recommendations from the Corporation's President and Chief Executive Officer, as well as information from the Corporation's Human Resources Department and independent outside consultants. The Corporation's Chairman provides input and recommendations 19 23 with respect to the compensation of the Corporation's President and Chief Executive Officer. The Committee's determinations relating to executive compensation are intended to: * align the financial interests of the executive officers with the long-term interests of the Corporation's shareholders; * attract and retain high performing executive officers to lead the Corporation to greater levels of profitability; and * motivate executive officers to attain the Corporation's performance goals by placing a significant portion of such officers' financial reward at risk relative to achievement of Corporate goals. In furtherance of these objectives, the compensation package structured for the Corporation's executive officers has three primary components: base compensation (including salary, pension and welfare benefits and perquisites), annual cash awards under the Management Incentive Plan ("MIP") for performance during the previous year, and long term, stock-based compensation generally awarded under the Corporation's Third Amended Stock Option Plan (the "Option Plan"). BASE COMPENSATION Given the Committee's continuing emphasis on performance-based long-term and short-term compensation, base compensation for executive officers has been established by the Committee at competitive levels based upon information available to the Committee relating to compensation for corresponding executive positions at similarly situated financial institutions. Executive officer salaries are evaluated by the Committee on a periodic basis utilizing information from independent outside compensation consultants, the Corporation's Human Resources Department, and input from the Corporation's President and Chief Executive Officer. Input from the Corporation's Chairman is utilized with respect to the salary of the President and Chief Executive Officer. To determine the actual base salary for each executive officer, the Committee also takes into account individual performance, experience, and unique contributions or needs for certain expertise required by the Corporation. Base Compensation of Chief Executive Officer. The Committee reviewed Mr. Vitito's performance for 1996 in November of that year and awarded him a 5.56% merit increase effective January 1, 1997. In support of such increase, the Committee noted the operational and managerial efficiencies that have been brought about as a result of Mr. Vitito's initiative to consolidate the Corporation's Michigan banking franchise into a single bank and to rename the Corporation's Illinois banking franchise to provide a common identity with the Michigan Bank. With regard to such initiative, the Committee specifically noted that the product standardization, systems conversions and unified name for the Corporation's banks are expected to create operational and marketing efficiencies that should contribute substantially to the Corporation's performance going forward. Moreover, the Committee emphasized the effectiveness of the management and corporate governance structure developed and implemented by Mr. Vitito in connection with such consolidation to foster the community banking strategies strongly endorsed by the Board of Directors of the Corporation. Also in support of the January 1, 1997 increase, the Committee noted that the Corporation had achieved record earnings in 1996 while continuing to maintain strong credit quality. 20 24 MANAGEMENT INCENTIVE PLAN All of the Corporation's executive officers participate in the MIP. The MIP is designed to motivate participating officers of the Corporation and its subsidiaries to attain goals based upon net earnings of the Corporation and its subsidiaries and the achievement of individual objectives. The amount of an individual's MIP award is a function of (i) the midpoint of the salary range for the individual's position, (ii) the "participation rate" established by the Committee for the individual, (iii) the performance of the Corporation or the subsidiary for which the individual has or shares responsibility, and (iv) the extent to which the individual achieved agreed-upon objectives for the year. Each of these factors is described below. Midpoint of Salary Range and Participation Rate. As described under "Base Compensation," the Committee determines a salary range for each executive officer's position based upon competitive factors. Similarly, the Committee assigns a "participation rate" to each position based on the same factors ranging from 15% for lower level executive officers to 40% for the Chief Executive Officer. The participation rate multiplied by the midpoint of the individual's salary range is that individual's "Award Base" under the MIP, which is subject to adjustment based on Corporate and individual performance as described below. Corporate Performance. As a general practice under the MIP, no amounts will be awarded unless the Corporation's net earnings for the year equal or exceed: (i) 90% of the profit plan target approved by the Corporation's board of directors for that year, and; (ii) 100% of the previous year's earnings (the greater of these amounts is referred to as the "Threshold"). Nonrecurring expenses or income items affecting earnings are evaluated and may be excluded in the discretion of the Committee from the profit plan earnings calculation to the extent of management's inability to control such items. Earnings below the profit plan target, but higher than the Threshold, automatically reduce the Award Base while earnings above the profit plan target automatically increase the Award Base. For 1997, the Corporation's net operating earnings after excluding a one time third quarter special charge (discussed below) significantly exceeded 1996 earnings and slightly exceeded the 1997 profit plan target. Individual Objectives. Individual executive performance also affects the amount of a participant's individual award. Annually, each executive officer establishes objectives, subject to approval by the officer's supervisor. Depending upon the extent to which these objectives are achieved during the year, a participant will be eligible to receive from 0 to 150 percent of the Award Base, adjusted for Corporate performance as described above. Chief Executive Officer Award. Mr. Vitito received an award of $168,859 under the MIP for his 1997 performance on the same basis as the other executive officers. The primary individual MIP objective of Mr. Vitito was to have the Corporation's earnings reach the 1997 profit plan target. In evaluating performance of this objective, the Committee noted that after excluding from earnings the special third quarter charge attributable to the CB Financial Corporation acquisition and to the outsourcing of the Corporation's data processing systems (discussed below), the Corporation's operating earnings during 1997 exceeded any prior year in it's history and slightly exceeded the profit plan target for 1997. The second objective of Mr. Vitito was to complete, effective July 1, 1997, the acquisition of CB Financial Corporation and its three subsidiary banks headquartered in Jackson, St. Johns and Charlevoix, Michigan and to consolidate such banks with and into the Corporation's Michigan Bank. In evaluating performance of this objective, the Committee noted that the acquisition had been completed in a timely manner and that the acquired banks had been successfully and efficiently integrated into the Corporation's Michigan Bank with the operating costs of the acquired banks 21 25 being reduced more rapidly than contemplated in the related acquisition analysis. Further, with regard to such objective, the Committee noted that on a combined basis, the three banks acquired have added approximately $826 million in additional assets to the Corporation's balance sheet, bringing the total asset base of the Corporation to approximately $4.4 billion at year-end. A third significant objective of Mr. Vitito under the MIP was to cause an analysis to be undertaken to determine whether the Corporation should outsource its data processing and computer operations and thereafter, if such a strategy were determined to be in the best interests of the Corporation, to oversee the selection process of choosing the most appropriate "strategic partner" to handle the Corporation's data processing and computer operations. In evaluating performance of this objective, the Committee noted the thoroughness of the overall process developed to study the proposal, the quality of the selection process for determining which company should become the Corporation's data processing "strategic partner" and once approved, the thoroughness in the development of the contractual understanding as between the Corporation and the strategic partner ultimately selected. The Committee concluded that Mr. Vitito had fully met the profit plan target for 1997, had successfully acquired and integrated the CB Financial Corporation banks with and into the operations of the Corporation's Michigan Bank, and had prudently overseen the data processing outsourcing project. Moreover, the Committee noted that the Corporation's Common Stock had a total return of approximately 69% for the year. Based upon the foregoing, the Committee determined that Mr. Vitito was entitled to 115% of his Award Base. LONG-TERM STOCK-BASED COMPENSATION The Option Plan provides for a variety of different types of compensation arrangements, such as stock options, restricted stock, and stock appreciation rights, which increase in value as the value of the Common Stock increases. The purpose of these and similar long-term compensation arrangements is to more closely align the financial interests of executive officers and other key employees with the long-term interests of the Corporation's shareholders by linking a significant portion of their compensation directly to stock price growth or decline. In furtherance of such purpose, the Committee generally makes annual grants to executive officers of stock options with an exercise price equal to the fair market value of the Common Stock on the date of grant. Such options vest and generally become exercisable as the Corporation's return on average assets increases in accordance with a vesting schedule pertaining to such option grants. The Committee has adopted option grant guidelines to reflect competitive practices of other similarly situated financial institutions. These guidelines, implemented by the Committee with the assistance of the Corporation's outside compensation consultants, employ a modified Black-Scholes option valuation model to estimate the present value of long-term incentive compensation for corresponding executive positions at similarly situated and performing financial institutions. A similar analysis is performed to determine the comparative value of an option to be awarded under the Option Plan. Based upon this information and other information concerning compensation practices within the financial services industry, an appropriate participation rate for each of the executive officers in the Plan is assigned. The option grant size for each executive officer is then determined by dividing the product of the position's salary mid-point and participation rate by the current market price of Common Stock, subject to being increased or decreased by the Committee based upon its evaluation of the officer's individual performance. Other options received by the executive officers during 1997 were reload grants made automatically under the provisions of the PPP. All participation in the PPP terminated effective June 30, 1997 as a result of the Committee's determination to discontinue the "reload feature" of the PPP. 22 26 Chief Executive Officer Long Term Compensation. Mr. Vitito received an option grant from the Committee in the amount of 73,500 shares during 1997 in accordance with the formula described above. Mr. Vitito also received 37,167 reload grants made automatically under the provisions of the PPP. Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended, restricts the deductibility of executive compensation paid to the Corporation's Chief Executive Officer and any of the four other most highly compensated executive officers at the end of any fiscal year to not more than $1,000,000 in annual compensation (including gain from the exercise of certain stock option grants). Certain performance-based compensation is exempt from this limitation if it complies with the various conditions described in Section 162(m). The Option Plan contains a restriction on the number of options that may be granted which is intended to cause compensation realized in connection with the exercise of options granted under the Option Plan to comply with these conditions and be exempt from the Section 162(m) restriction on deductibility. The Committee does not believe that other components of the Corporation's compensation program are likely to result in payments to any executive officer in any year which would be subject to the restriction on deductibility and has concluded that no further action with respect to qualifying such compensation for deductibility is necessary at this time. The committee intends to continue to evaluate from time to time the advisability of qualifying future executive compensation programs for exemption from the Section 162(m) restriction on deductibility. HUGO E. BRAUN JR. VICTOR E. GEORGE LAWRENCE O. ERICKSON JAMES E. TRUSEDELL JR. KENDALL B. WILLIAMS 23 27 SHAREHOLDER RETURN Set forth below is a graph which summarizes the cumulative return experienced by the Corporation's shareholders over the past five years compared with the S&P 500 Index and the Keefe, Bruyette & Woods, Inc. 50 Bank Index. Such presentation assumes that the value of the investment in the Corporation's Common Stock and each index was $100 on December 31, 1992 and that all dividends were reinvested. Cumulative Total Returns Five Years Ended December 31, 1997 Value at Year End 1992 1993 1994 1995 1996 1997 CITIZENS $100 $133 $153 $169 $185 $313 KBW 50 $100 $106 $100 $160 $227 $332 S&P 500 $100 $110 $112 $153 $189 $252 24 28 COMPENSATION COMMITTEE INTERLOCKS AND CERTAIN TRANSACTIONS AND RELATIONSHIPS COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Messrs. Hugo E. Braun Jr., Lawrence O. Erickson, Victor E. George, James E. Truesdell Jr., and Kendall B. Williams served on the compensation and benefits committee of the board of directors of the Corporation throughout the last completed fiscal year. None of these individuals are or have been employees of the Corporation. Committee member Braun is a partner in the law firm of Braun Kendrick Finkbeiner which rendered legal services during 1997 to the Corporation's Michigan banking subsidiary, Citizens Bank. Citizens Bank plans to employ this firm for additional services in 1998. OTHER TRANSACTIONS WITH OFFICERS AND DIRECTORS During 1997 the banking subsidiaries of the Corporation had, and expect to have in the future, banking transactions, in the ordinary course of business, with directors, officers and their associates. These transactions were made on substantially the same terms, including interest rate charges and collateral requirements, as comparable transactions made with unrelated parties prevailing at the time of such transactions and did not involve more than the normal risk of collectability or present other unfavorable features. During 1997, the firm of Winegarden, Shedd, Haley, Lindholm & Robertson, of which director William C. Shedd is a partner, rendered legal services to Citizens Bank. Citizens Bank expects to employ this firm for additional services in 1998. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Under the securities laws of the United States, the Corporation's directors, executive officers, and any persons holding more than 10% of the Common Stock (collectively, the "Reporting Persons") are required to report their ownership of the Common Stock and any changes in that ownership to the Commission and to the Nasdaq Stock Market ("Nasdaq"). Specific due dates for these reports have been established and pursuant to applicable rules, the Corporation is required to report in its proxy statement any failure to file by these due dates. Based on corporate records and certifications received from the Reporting Persons, all required reports of Reporting Persons have been timely filed with the Commission and the Nasdaq except that Gary O. Clark, an executive officer of the Corporation failed to file on a timely basis two reports relating to three transactions. Such transactions, however, were subsequently reported by Mr. Clark on Form 5. In making these statements, the Corporation has relied on the written representations of its directors, executive officers, and its principal shareholder, and on copies of the reports that such persons have filed with the Commission. 25 29 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS In 1997, Ernst & Young LLP, performed audit and audit related services for the Corporation and its subsidiaries which included examination of the consolidated financial statements of the Corporation, and consultation with the Corporation and its subsidiaries on accounting and reporting matters. Upon recommendation of the audit committee, the board of directors has again selected Ernst & Young LLP, as independent auditors. Representatives of Ernst & Young LLP, will attend the annual meeting, will have an opportunity to make a statement, and will be available to answer questions that may be asked by shareholders. SHAREHOLDER PROPOSALS Any proposal by a shareholder of the Corporation to be considered for inclusion in the proxy statement for the 1999 annual meeting must be received by Thomas W. Gallagher, the secretary of the Corporation, by the close of business on November 16, 1998. ANNUAL REPORTS Appendix A to this proxy statement contains the information required to be included in an annual report pursuant to the rules of the Commission, including audited financial statements, management's discussion and analysis of financial condition, and results of operations and five year selected financial data. Upon request, the Corporation will provide without charge a copy of its annual report on Form 10-K. OTHER MATTERS The board of directors is not aware of any other matters which may come before the meeting. However, should any such matters properly come before the meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with their judgment on such matters. CITIZENS BANKING CORPORATION Thomas W. Gallagher Senior Vice President, General Counsel and Secretary Flint, Michigan March 16, 1998 26 30 APPENDIX A CITIZENS BANKING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS AND CONSOLIDATED FINANCIAL STATEMENTS 31 TABLE OF CONTENTS I. Financial Review including Management's Discussion and Analysis . . . . . . . . . . . . . . . . 1 Selected Financial Data . . . . . . . . . . . . . . . . . . . . 1 Performance Summary . . . . . . . . . . . . . . . . . . . . . . 2 Net Interest Income . . . . . . . . . . . . . . . . . . . . . . 4 Provision and Allowance for Loan Losses . . . . . . . . . . . . 5 Noninterest Income and Expense . . . . . . . . . . . . . . . . . 6 Balance Sheet Review . . . . . . . . . . . . . . . . . . . . . . 9 Liquidity and Debt Capacity, Interest Rate Risk and Impact of Inflation . . . . . . . . . . . . . . . . . . . 16 Year Ended December 31, 1996 Compared with 1995 . . . . . . . . . . . . . . . . . . . . . . 20 II. Consolidated Financial Statements . . . . . . . . . . . . . . . . . 21 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . 21 Consolidated Statements of Income . . . . . . . . . . . . . . . 22 Consolidated Statements of Changes in Shareholders' Equity . . . . . . . . . . . . . . . . . . . 23 Consolidated Statements of Cash Flow . . . . . . . . . . . . . . 24 III. Notes to Consolidated Financial Statements . . . . . . . . . . . . . 25 IV. Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 40 V. Report of Management . . . . . . . . . . . . . . . . . . . . . . . . 41 32 TABLE 1. SELECTED FINANCIAL DATA (5)
(in thousands except per share data) 1997 1996 1995(2) 1994 1993(1) ---------------------------------------------------------------------------------------------------------------- FOR THE YEAR Net interest income $ 191,848 $ 178,645 $ 167,926 $ 148,006 $ 134,643 Provision for loan losses 15,332 12,126 7,112 5,837 5,989 Investment securities gains (losses) (787) 611 281 1,099 2,550 Noninterest income 47,481 47,393 42,405 39,786 36,578 Noninterest expense before special charge 153,427 155,056 150,332 133,767 124,671 Special charge 23,734 --- --- --- --- Income taxes 14,541 17,042 14,957 13,279 10,003 Net income before special charge 48,771 42,425 38,211 36,008 33,108 Net income 31,508 42,425 38,211 36,008 33,108 Cash dividends 19,286 17,890 16,131 14,918 13,243 PER COMMON SHARE DATA (4) Net income: Basic $ 1.13 $ 1.52 $ 1.39 $ 1.31 $ 1.26 Diluted 1.11 1.50 1.36 1.29 1.23 Diluted before special charge 1.72 1.50 1.36 1.29 1.23 Cash dividends 0.74 0.67 0.60 0.55 0.50 Book value, end of year 14.61 14.12 13.50 12.12 11.90 Market value, end of year 34.50 21.00 19.83 18.50 16.67 AT YEAR END Assets $4,439,271 $4,305,973 $4,175,544 $3,424,087 $3,385,003 Loans 3,541,619 3,229,809 2,867,427 2,209,340 2,115,678 Deposits 3,694,346 3,598,751 3,478,268 2,872,967 2,830,296 Long-term debt 108,165 86,826 110,022 11,775 19,394 Shareholders' equity 409,842 392,021 374,644 332,739 326,486 AVERAGE FOR THE YEAR Assets $4,371,509 $4,212,380 $3,969,702 $3,383,403 $3,212,416 Earning assets 4,076,185 3,884,446 3,634,095 3,105,736 2,958,028 Loans 3,380,652 3,062,021 2,706,855 2,142,105 1,977,009 Deposits 3,647,302 3,515,498 3,297,528 2,840,894 2,694,142 Interest-bearing deposits 3,081,736 2,950,398 2,750,265 2,359,558 2,268,850 Repurchase agreements and other short-term borrowings 178,267 170,916 152,997 145,592 146,829 Long-term debt 90,822 86,788 108,209 16,070 22,111 Shareholders' equity 400,715 381,377 354,224 331,674 300,482 FINANCIAL RATIOS Return on average:(3) Shareholders' equity 7.86% 11.12% 10.79% 10.86% 11.02% Earning assets 0.77 1.09 1.05 1.16 1.12 Assets 0.72 1.01 0.96 1.06 1.03 Average shareholders' equity/ave. assets 9.17 9.05 8.91 9.80 9.35 Dividend payout ratio 61.21 42.17 42.22 41.43 40.00 Net interest margin (FTE) 4.86 4.77 4.80 4.99 4.82 Tier I leverage 7.98 7.52 7.13 9.49 8.95 Risk-based capital: Tier I capital 9.78 9.83 9.76 13.74 13.95 Total capital 11.03 11.08 11.01 14.98 15.17
(1) The year 1993 reflects the acquisition of National Bank of Royal Oak ("NBRO"), accounted for as a purchase, and includes the related results of operations and financial results subsequent to its October 1, 1993 acquisition date. (2) The year 1995 reflects the acquisition of the Michigan affiliates of Banc One Corporation accounted for as a purchase, and includes the related results of operations and financial results subsequent to the February 28, 1995 acquisition date. (3) Returns on average shareholders' equity, earning assets and assets before the 1997 special charge associated with the CB Financial Corporation merger and information technology operations reorganization were 12.17%, 1.20% and 1.12%, respectively. (4) Per share information is computed, and where necessary, restated to comply with Statement of Financial Accounting Standard No. 128 "Earnings per share" and reflects a three for two stock split effected in the form of a dividend paid to shareholders on November 18, 1997. (5) All information presented has been restated to reflect the July 1, 1997 merger with CB Financial Corporation, accounted for as a pooling of interests. Page 1 33 PERFORMANCE SUMMARY The following discussion provides a more comprehensive review of the Corporation's operating results and financial condition than could be obtained from reading the Consolidated Financial Statements alone. For the year ended December 31, 1997, Citizens Banking Corporation earned $31,508,000 or $1.11 per share. The results include a third quarter special charge of $23,734,000 ($17,263,000 after tax) related to Citizens' July 1, 1997 merger with CB Financial Corporation and the reorganization of Citizens' information technology operations. See further discussion under the caption "Noninterest Expense" regarding the special charge. Excluding the special charge, net income was $48,771,000 or $1.72 per share an increase of 15.0% or $0.22 per share over 1996 earnings of $42,425,000 or $1.50 per share. The corresponding returns on average assets and equity were 1.12% and 12.17%, respectively, as compared with 1.01% and 11.12% in 1996. On a post-charge basis, returns on average assets and equity were 0.72% and 7.86%, respectively. Excluding the special charge, the earnings improvement reflects higher net interest income from strong loan growth and lower noninterest expense due to cost savings derived from the 1997 merger with CB Financial Corporation and the 1996 consolidation and integration of the Corporation's Michigan banks into one charter. Average shareholders' equity was $400.7 million or 9.17% of total average assets for 1997 compared with $381.4 million or 9.05% for 1996. The Corporation's risk-based capital levels exceeded all regulatory requirements. On July 1, 1997, the Corporation merged with CB Financial Corporation headquartered in Jackson, Michigan. As part of the merger, Citizens issued 6,256,355 shares of its common stock in a tax free exchange for all of the outstanding shares of CB Financial Corporation. The merger was accounted for as a pooling of interests resulting in the restatement of all financial information presented. At the close of business on February 28, 1995, the Corporation purchased the four Michigan affiliates of Bank One Corporation, located in East Lansing, Fenton, Sturgis and Ypsilanti, for $115 million in cash. The transaction was accounted for as a purchase and the four banks ("acquired banks") were merged into Citizens Bank headquartered in Flint, Michigan effective immediately after the acquisition. All common stock per share amounts have been adjusted to reflect a three-for-two stock split effected in the form of a dividend paid to shareholders on November 18, 1997. An analysis of changes in major income statement components in 1997 from 1996 is presented below. Overall, excluding the special charge, the increase in net income reflects improvement in net interest income and lower noninterest expenses, offset, in part, by increases in the provision for loan losses and income taxes. Higher levels of earning assets, primarily loans, resulted in higher net interest income. Additional data on the Corporation's performance during the past five years appears in Table 1.
Year Ended December 31, Changes in 1997 -------------------------- ------------------- (in thousands) 1997 1996 Amount Percent - ------------------------------------------------------------------------------------------ Interest income $335,863 $312,336 $ 23,527 7.5% Interest expense 144,015 133,691 10,324 7.7 Net interest income 191,848 178,645 13,203 7.4 Provision for loan losses 15,332 12,126 3,206 26.4 Noninterest income 46,694 48,004 (1,310) (2.7) Noninterest expense before special charge 153,427 155,056 (1,629) (1.1) Special charge 23,734 --- 23,734 (2) Income taxes 14,541 17,042 (2,501) (14.7) Net income 31,508 42,425 (10,917) (25.7) Net income before special charge (1) 48,771 42,425 6,346 15.0
(1) Operating income before 1997 special charge associated with CB Financial Corporation merger and information technology reorganization. (2) Not meaningful The following table presents "cash earnings" for the Corporation's most recent two years. "Cash earnings" add back the amortization of intangible assets arising from mergers that were accounted for as a purchase and assumes that all intangibles were charged off against retained earnings at the original date of acquisition. All financial information presented reflects favorable earnings improvement when adjusted for the intangibles. CASH EARNINGS SUMMARY (1) (in thousands except per share amounts) 1997 1996 % Change - ------------------------------------------------------------------------------------- Cash income before special charge $53,290 $47,356 12.5% Diluted earnings per share 1.88 1.68 11.9 Book value per share 12.47 11.46 8.8 Return on average assets 1.24% 1.15% 7.8 Return on average equity 16.03 15.55 3.1
(1) Excludes special charge of $17,263 associated with CB Financial Corporation merger and information technology reorganization. Page 2 34 TABLE 2. AVERAGE BALANCES/NET INTEREST INCOME/AVERAGE RATES
1997 1996 1995 ----------------------------- ------------------------------ ----------------------------- Year Ended December 31 AVERAGE AVERAGE Average Average Average Average (in millions) BALANCE INTEREST(1) RATE(2) Balance Interest(1) Rate(2) Balance Interest(1) Rate(2) - ---------------------------------------------------------------------------------------------------------------------------------- EARNING ASSETS Money market investments: Time deposits with banks $ 0.1 $ --- 4.90% $ 1.5 $ 0.1 5.62% $ 4.9 $ 0.3 5.87% Federal funds sold 14.5 0.8 5.57 44.9 2.4 5.37 80.5 4.9 6.05 Term federal funds sold and other 5.3 0.3 4.90 25.2 1.3 5.05 50.8 2.7 5.41 Investment securities(3): Taxable 510.9 31.8 6.23 568.0 33.7 5.94 607.1 35.4 5.84 Nontaxable 163.5 8.7 8.26 183.1 9.7 8.20 186.6 10.1 8.37 Loans(4): Commercial 1,270.2 111.5 8.89 1,182.0 102.8 8.81 1,088.1 99.0 9.22 Real estate mortgage 778.0 62.8 8.07 677.6 56.2 8.29 544.1 45.5 8.35 Consumer 1,290.5 117.1 9.08 1,148.1 102.4 8.92 1,010.9 88.8 8.79 Lease financing 41.9 2.9 6.87 54.3 3.7 6.79 63.8 4.2 6.55 -------- ------ -------- ------ -------- ------ Total earning assets(3) 4,074.9 335.9 8.39 3,884.7 312.3 8.21 3,636.8 290.9 8.19 NONEARNING ASSETS Cash and due from banks 145.9 164.4 169.1 Premises and equipment 72.8 77.1 78.4 Other assets 122.5 125.7 121.8 Allowance for loan losses (44.6) (39.5) (36.4) -------- -------- -------- Total assets $4,371.5 $4,212.4 $3,969.7 ======== ======== ======== INTEREST-BEARING LIABILITIES Deposits: Interest-bearing demand $ 381.7 6.1 1.61 $ 396.6 7.1 1.79 $ 399.3 7.8 1.95 Savings 1,047.5 29.6 2.83 1,077.3 29.3 2.72 1,095.8 30.8 2.81 Time 1,652.5 93.5 5.66 1,476.5 82.8 5.61 1,255.1 68.7 5.48 Short-term borrowings 178.3 8.7 4.87 170.9 8.0 4.66 153.0 7.6 4.95 Long-term debt 90.8 6.1 6.67 86.8 6.5 7.54 108.2 8.1 7.48 -------- ------ -------- ------ -------- ------ Total interest-bearing liabilities 3,350.8 144.0 4.30 3,208.1 133.7 4.17 3,011.4 123.0 4.08 NONINTEREST-BEARING LIABILITIES AND SHAREHOLDERS' EQUITY Demand deposits 565.6 565.1 547.3 Other liabilities 54.4 57.8 56.8 Shareholders' equity 400.7 381.4 354.2 -------- -------- -------- Total liabilities and shareholders' equity $4,371.5 $4,212.4 $3,969.7 ======== ======== ======== NET INTEREST INCOME $191.9 $178.6 $167.9 ====== ====== ====== NET INTEREST INCOME AS A PERCENT OF EARNING ASSETS 4.86% 4.77% 4.80%
(1) Interest income is shown on an unadjusted basis and therefore does not include taxable equivalent adjustments. (2) Average rates include taxable equivalent adjustments to interest income of $6,132,000, $6,665,000 and $6,781,000 for the years ended December 31, 1997, 1996, and 1995, respectively, based on a 35% tax rate. (3) 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. (4) Nonaccrual loans are included in average balances. Page 3 35 NET INTEREST INCOME The largest segment of the Corporation's operating income is net interest income, which is the sum of interest and certain fees derived from earning assets minus interest paid on deposits and other funding sources. Net interest income is impacted by changes in the volume and mix of earning assets and funding sources, market rates of interest, demand for loans and the availability of deposits. Other factors, such as Federal Reserve Board monetary policy and changes in tax laws, may also have an impact on changes in net interest income from one period to another. Average balances and rates on major categories of interest-earning assets and interest-bearing liabilities during the past three years appear in Table 2. Total average earning assets were 4.9% higher during 1997 compared with 1996. The composition of average earning assets changed in 1997 as total average loans increased $318.6 million to 83.0% of average earning assets from 78.8% in 1996. Average investment securities including money market investments represented 17.0% of average earning assets in 1997 compared with 21.2% in 1996. Total average interest-bearing liabilities increased 4.4% in 1997 compared to 1996, while average noninterest-bearing deposits were unchanged. The average yield on earning assets increased to 8.39% from 8.21% in 1996. The increase resulted from higher yields on investment securities, commercial and consumer loans and a higher concentration of loans to earning assets. Real estate mortgage yields were lower in 1997 as compared to 1996 due to the impact of third party mortgage servicing costs resulting from the sale of the Corporation's mortgage servicing rights in the third quarter of 1996. Cost savings as a result of this servicing transfer are reflected in non-interest expense. Higher interest income due to loan growth was partially offset by reduced money market and investment securities income as the Corporation continued to partially fund loan growth with investment assets. This resulted in $22.4 million in volume-related increases for interest income when comparing 1997 results with 1996. TABLE 3. ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
1997 COMPARED TO 1996 1996 Compared to 1995 ---------------------------------- ----------------------------------- INCREASE (DECREASE) Increase (Decrease) DUE TO CHANGE IN Due to Change in Year Ended December 31 NET ---------------------- Net ----------------------- (in millions) CHANGE(1) RATE (2) VOLUME Change(1) Rate (2) Volume - ---------------------------------------------------------------------------------------------------- INTEREST INCOME: Money market investments: Time deposits with banks $(0.1) $ 0.0 $(0.1) $(0.2) $ 0.0 $(0.2) Federal funds sold (1.6) 0.1 (1.7) (2.5) (0.5) (2.0) Term federal funds sold (1.0) 0.0 (1.0) (1.4) (0.3) (1.1) Investment securities: Taxable (1.9) 1.0 (2.9) (1.7) 0.2 (1.9) Tax-exempt (1.0) 0.0 (1.0) (0.4) (0.2) (0.2) Loans 29.2 0.1 29.1 27.6 (6.0) 33.6 ----- ----- ----- ----- ----- ----- Total 23.6 1.2 22.4 21.4 (6.8) 28.2 ----- ----- ----- ----- ----- ----- INTEREST EXPENSE: Deposits: Demand (1.0) (0.5) (0.5) (0.7) (0.6) (0.1) Savings 0.3 0.1 0.2 (1.5) (2.3) 0.8 Time 10.7 0.3 10.4 14.1 1.5 12.6 Short-term borrowings 0.7 0.1 0.6 0.4 (0.4) 0.8 Long-term debt (0.4) (0.3) (0.1) (1.6) 0.1 (1.7) ----- ----- ----- ----- ----- ----- Total 10.3 (0.3) 10.6 10.7 (1.7) 12.4 ----- ----- ----- ----- ----- ----- NET INTEREST INCOME $13.3 $ 1.5 $11.8 $10.7 $(5.1) $15.8 ===== ===== ===== ===== ===== =====
(1) Changes are based on actual interest income and do not reflect taxable equivalent adjustments. (2) Rate/Volume variances are allocated to changes due to volume. Page 4 36 The cost of interest-bearing liabilities increased 13 basis points to 4.30% in 1997 from 4.17% in 1996. This increase was attributable to higher rates on time and savings deposits and short-term borrowings partially offset by lower rates on demand deposits and long-term borrowings. Higher yields on earning assets in 1997 more than offset these increased rates on interest-bearing liabilities resulting in an improved interest spread on earning assets (the difference between the average yield on earning assets and the average rate on interest-bearing liabilities). The net interest margin increased nine basis points to 4.86% in 1997 from 4.77% in 1996. The effect on net interest income of changes in average balances ("volume") and yields and rates ("rate") are quantified in Table 3. As shown, net interest income improved $13.3 million in 1997 with $11.8 million of this due to volume-related increases primarily attributable to loan growth partially offset by volume-related increases in time deposit interest expense. Higher yields on investment securities combined with lower rates for demand deposits and long-term borrowings partially offset by higher time deposits rates resulted in a favorable net rate-related variance of $1.5 million. Management continually monitors the Corporation's balance sheet to insulate net interest income from significant swings caused by interest rate volatility. If market rates change in 1998, corresponding changes in funding costs would be considered to avoid any potential negative impact on net interest income. The Corporation's policies in this regard are further discussed in the section titled "Interest Rate Risk". PROVISION AND ALLOWANCE FOR LOAN LOSSES Management provides for possible loan losses at a level determined adequate based upon judgements regarding historical loss experience, the financial condition of borrowers, the size and composition of the loan portfolio, the level and composition of nonperforming loans, estimated future net charge-offs, present and anticipated economic conditions and other factors. A summary of the Corporation's loan loss experience from 1993 through 1997 appears in Table 4. TABLE 4. SUMMARY OF LOAN LOSS EXPERIENCE Year Ended December 31 (in thousands) 1997 1996 1995 1994 1993 - -------------------------------------------------------------------------------------------------------- Allowance for loan losses - January 1 $ 42,166 $ 38,705 $ 28,579 $ 26,164 $ 22,677 Allowance of acquired banks --- --- 7,235 289 1,883 Provision for loan losses 15,332 12,126 7,112 5,837 5,989 CHARGE-OFFS: Commercial 1,486 4,390 3,186 2,198 2,731 Real estate(1) 541 42 69 82 428 Consumer 12,272 8,393 4,949 3,434 3,466 Lease financing 1,286 70 519 1,153 182 ---------- ---------- ---------- ---------- ---------- Total charge-offs 15,585 12,895 8,723 6,867 6,807 ---------- ---------- ---------- ---------- ---------- RECOVERIES: Commercial 1,232 1,183 1,593 1,427 683 Real estate(1) 2 16 22 4 201 Consumer 2,729 2,985 2,816 1,651 1,450 Lease financing 35 46 71 74 88 ---------- ---------- ---------- ---------- ---------- Total recoveries 3,998 4,230 4,502 3,156 2,422 ---------- ---------- ---------- ---------- ---------- Net charge-offs 11,587 8,665 4,221 3,711 4,385 ---------- ---------- ---------- ---------- ---------- Allowance for loan losses - December 31 $ 45,911 $ 42,166 $ 38,705 $ 28,579 $ 26,164 ========== ========== ========== ========== ========== Loans outstanding at year-end $3,541,619 $3,229,809 $2,867,427 $2,209,340 $2,115,678 Average loans outstanding 3,380,652 3,062,021 2,706,855 2,142,105 1,977,009 Ratio of allowance for loan losses to loans outstanding at year-end 1.30% 1.31% 1.35% 1.29% 1.24% Ratio of net loans charged off as a percentage of average loans outstanding 0.34 0.28 0.16 0.17 0.22
(1) Commercial real estate loan balances and related charge-offs and recoveries are reflected in the commercial loan category for all years except 1993. Page 5 37 Management increased the provision for loan losses in 1997 by $3.2 million from 1996, primarily due to loan growth of $311.8 million and higher consumer charge-offs in 1997. Net loan charge-offs were 0.34% of average loans in 1997, up from 0.28% in 1996. Gross charge-offs increased $2.7 million, or 20.9% from 1996 resulting from higher bankruptcies and repossessions for consumer loans. Recoveries on loans previously charged off decreased 5.5% as compared to the prior year. At year end, the allowance for loan losses was $45.9 million or 1.30% of total loans, up $3.7 million from December 31, 1996. The Corporation maintains formal policies and procedures to control and monitor credit risk. Management believes the allowance for loan losses is adequate to meet presently known credit risks in the loan portfolio. The Corporation's loan portfolio has no significant concentrations in any one industry nor any exposure in foreign loans. The Corporation has generally not extended credit to finance highly leveraged transactions nor does it intend to do so in the future. Employment levels and other economic conditions in the Corporation's local markets may have a significant impact on the level of credit losses. Management continues to identify and devote attention to credits that may not be performing as well as expected. Nonperforming loans are further discussed in the section titled "Nonperforming Assets". NONINTEREST INCOME Noninterest income accounted for 19.6% of total operating income or 1.1% of average assets in 1997, compared with 21.2% and 1.1%, respectively, in 1996. Noninterest income declined 2.7%, or $1.3 million in 1997 as compared to the prior year due to the 1996 $1.6 million gain on the sale of the Corporation's mortgage loan servicing rights and curtailment of the residential mortgage servicing operations. Excluding the effects of the sale of mortgage servicing rights and investment securities gains and losses, noninterest income increased 4.9% in 1997 as compared to 1996. This increase resulted from enhanced trust fees, ATM network user fees and cash management services fees. An analysis of the components of noninterest income is on the following page. Trust fees increased 7.3% in 1997 as compared with 1996 due to increases in personal trust and employee benefit plan service fees. The Corporation offers comprehensive trust services to its clients including investment management services, in the personal trust, institutional and employee benefit plan market segments. Improved pricing strategies resulted in higher ATM network user fees in 1997 as compared to 1996. A significant portion of the increase resulted from the June 1997 implementation of a convenience fee assessed to non-client users of the Corporation's ATM network. The 8.1% increase in cash management services fees is primarily volume related as clients have responded to enhanced investment options which include various money market mutual funds from which the Corporation receives a management fee. The Corporation realized net losses of $787,000 on sales of investment securities during 1997 as compared to net gains of $611,000 during 1996. As presented in Note 4 to the Consolidated Financial Statements, gross realized gains on sales of investment securities amounted to $98,000 in 1997 while gross realized losses amounted to $885,000. The comparable amounts in 1996 were $660,000 and $49,000, respectively. Proceeds from sales of investment securities during 1997 totaled $171.2 million or 25.4% of total average security holdings compared with $116.2 million or 15.5% in 1996. The Corporation sold certain securities to fund loan growth and reposition the investment portfolio based on the current rate environment. Page 6 38 NONINTEREST INCOME
Year Ended December 31, Changes in 1997 ----------------- ------------------ (in thousands) 1997 1996 Amount Percent - --------------------------------------------------------------------------- Trust fees $15,527 $14,466 $ 1,061 7.3% Service charges on deposit accounts 12,342 12,481 (139) (1.1) Bankcard fees 7,092 6,780 312 4.6 Brokerage and investment fees 1,782 1,775 7 0.4 Other loan income 1,746 3,572 (1,826) (51.1) ATM network user fees 2,956 2,211 745 33.7 Cash management services 1,823 1,686 137 8.1 Safe deposit rentals 1,182 1,255 (73) (5.8) Investment securities gains (losses) (787) 611 (1,398) (1) Other 3,031 3,167 (136) (4.3) ------- ------- ------- Total noninterest income $46,694 $48,004 $(1,310) (2.7) ======= ======= =======
NONINTEREST EXPENSE
Year Ended December 31, Changes in 1997 ------------------ ------------------ (in thousands) 1997 1996 Amount Percent - ------------------------------------------------------------------------------ Salaries and employee benefits $ 80,119 $ 81,288 $(1,169) (1.4)% Equipment 12,327 12,374 (47) (0.4) Occupancy 11,446 12,153 (707) (5.8) Intangible asset amortization 6,098 6,637 (539) (8.1) Bankcard fees 5,152 4,702 450 9.6 Stationery and supplies 4,042 4,416 (374) (8.5) Postage and delivery 4,387 4,254 133 3.1 Advertising and public relations 3,953 3,946 7 0.2 Taxes, other than income taxes 3,001 3,267 (266) (8.1) Consulting and other professional fees 2,733 3,191 (458) (14.4) Legal, audit and examination fees 2,318 2,402 (84) (3.5) Other loan fees 3,169 2,922 247 8.5 Special charge 23,734 --- 23,734 (1) Other 14,682 13,504 1,178 8.7 -------- -------- ------- Total noninterest expense $177,161 $155,056 $22,105 14.3 ======== ======== =======
(1) Not meaningful Page 7 39 NONINTEREST EXPENSE SPECIAL CHARGE In the third quarter of 1997, the Corporation incurred a special charge of $23.7 million related to its July 1, 1997, merger with CB Financial Corporation and the reorganization of Citizens' information technology operations. The special charge includes $16.1 million of merger related expenses comprised of $8.5 million of direct merger and restructuring-related charges and a $7.6 million write-down of goodwill and core deposit intangibles. This write-down reflects the impairment of assets related to previous acquisitions of CB Financial Corporation. The merger related expenses reflect the cost of integrating and consolidating branch network and administrative facilities, severance arrangements, professional services and other expenses directly related to the merger. Also in the third quarter, the Corporation entered into a strategic arrangement with M & I Data Services of Milwaukee, Wisconsin, as part of its efforts to upgrade its information technology operations. This arrangement will provide the Corporation with the professional expertise and technological resources necessary to improve its competitive position in a rapidly changing technological environment. The Corporation believes it will enhance its position to quickly respond to the demands of its markets and support future strategic initiatives. The strategic arrangement will also address many Year 2000 information systems-related issues. The third quarter special charge includes expenses of $7.6 million related to this arrangement, comprised of up-front conversion and reorganization costs. See Note 3 for further discussion on the third quarter special charge. The Corporation anticipates that the merger and reorganization will have a positive effect on its future operating performance. In addition, the special charge is not expected to adversely affect current and future dividends. OTHER NONINTEREST EXPENSES Excluding the special charge, operating expenses were down 1.1% in 1997 as compared with 1996. The decline in operating expenses is primarily attributable to operating efficiencies achieved from the 1997 merger with CB Financial Corporation and the 1996 consolidation and integration of the Corporation's Michigan banks into one bank. Compensation is the Corporation's largest noninterest expense and represented the most significant component of the decline. Total compensation expense decreased 1.4% to $80.1 million from $81.3 million in 1996. Noninterest expense excluding salaries and benefits and the third quarter 1997 special charge, decreased 0.6%. The decline is primarily due to lower costs for occupancy and equipment, stationery and supplies, consulting and other professional fees, legal, audit and examination fees and intangible asset amortization. Occupancy and equipment cost declines are attributable to lower utility, maintenance and depreciation costs. Stationery and supplies, consulting and other professional fees and legal, audit and examination fees all declined in 1997 due to higher 1996 costs attributed to the consolidation and integration of the Corporation's Michigan banks into one charter. Intangible asset amortization expense declined due to the third quarter 1997 write-down of goodwill and core deposit intangibles related to previous acquisitions of CB Financial Corporation. Higher loan volumes resulted in additional mortgage appraisal and mortgage and consumer processing fees. For mortgages, the additional costs are more than offset by increases in mortgage application, origination and processing income collected as a result of higher loan volumes originated in 1997. This related income is reflected in the Corporation's net interest income. Increases in bankcard expenses resulted from higher costs associated with the Corporation's outside provider for processing services and enhanced loss prevention efforts. The category "other noninterest expense" increased 8.7% due to higher voice and data communication costs and data processing fees associated with the information technology operations arrangement beginning in the third quarter of 1997. Declines in compensation and equipment costs are expected to offset the increased data processing fees. FEDERAL INCOME TAXES Excluding the effect of the special charge, income tax expense was $21.0 million in 1997, an increase of 23.3% over the 1996 total of $17.0 million. The increase was due to higher pre-tax earnings and lower tax-exempt interest income in 1997 as compared with 1996. Page 8 40 BALANCE SHEET Proper management of the volume and composition of the Corporation's earning assets and funding sources is essential for ensuring strong and consistent earnings performance, maintaining adequate liquidity and limiting exposure to risks caused by changing market conditions. The Corporation's investment securities portfolio is structured to provide a source of liquidity through maturities and generate an income stream with relatively low levels of principal risk. The Corporation does not engage in active securities trading. Loans comprise the largest component of earning assets and are the Corporation's highest yielding assets. Client deposits are the primary source of funding for earning assets while short-term debt and other managed sources of funds are utilized as market conditions and liquidity needs change. The Corporation's total assets averaged $4.372 billion for 1997, up $159 million from 1996, primarily due to loan and deposit growth. The ratio of average earning assets to total average assets during 1997 was 93.2%, compared to 92.2% for 1996. This increase is the result of enhanced cash management techniques implemented during 1996 and early 1997 which lowered the Corporation's cash and correspondent bank balances. Average loans comprised 77.3% of total assets during 1997, up from 72.7% in 1996. The ratio of average noninterest-bearing deposits to total deposits decreased from 16.1% in 1996 to 15.5% in 1997. Interest-bearing deposits comprised 92.0% of total average interest-bearing liabilities during 1997 unchanged from 1996. Average long-term debt also remained unchanged at 2.7% of average interest-bearing liabilities. INVESTMENT SECURITIES AND MONEY MARKET INVESTMENTS Average investment securities, including money market investments, comprised 17.1% of total average earning assets in 1997, down from 21.2% in 1996. The overall decline resulted from the use of proceeds from investment securities sales and maturities to fund loan growth. A summary of average investment securities balances during 1997 and 1996 follows: INVESTMENT SECURITIES
Average Balances(1) Changes in 1997 ------------------- ------------------ Year Ended December 31 (in thousands) 1997 1996 Amount Percent - ---------------------------------------------------------------------------------- U.S. Treasury $158,757 $257,436 $(98,679) (38.3)% Federal agencies: Mortgage-backed 132,802 91,057 41,745 45.8 Other 183,151 172,334 10,817 6.3 State and municipal: Taxable 17,213 30,256 (13,043) (43.1) Tax-exempt 166,428 185,735 (19,307) (10.4) Other 17,269 13,967 3,302 23.6 ---------- ---------- -------- Total $675,620 $750,785 $(75,165) (10.0) ========== ========== ========
(1) Average balances reflect the estimated fair value of investment securities Average investment in U.S. Treasury securities comprised 23.5% of average total investment securities during 1997, decreasing from 34.3% in 1996. Average Federal agency mortgage-backed securities, primarily collateralized mortgage obligations ("CMO's"), and other Federal agency securities increased 45.8% and 6.3%, respectively, in 1997 as proceeds from the maturities of U.S. Treasuries were used to purchase other securities. The Corporation continues to invest in U.S. Treasury and Federal agency securities which offer increased creditworthiness and liquidity compared with other securities. Total state and municipal securities comprised 27.2% of total average investment securities during 1997 as compared with 28.8% in 1996. Purchases of these securities remain dependent on the Corporation's capacity to effectively utilize tax-exempt income and the availability of such securities at attractive yields with acceptable risk characteristics. Other securities consisting of Federal Reserve stock, Federal Home Loan Bank stock, privately issued CMO's and asset backed securities increased 23.6%. The increase resulted primarily from the purchase of additional Federal Reserve Bank stock due to the July 1, 1997 CB Financial Corporation merger. Page 9 41 Money market investments, primarily federal funds sold and term federal funds sold, averaged $19.9 million in 1997, down 72.2% from $71.6 million in 1996. The amount of funds invested in these assets is based on the present and anticipated interest rate environment, liquidity needs and other economic factors. The Corporation's present policies with respect to the classification of investments in debt and equity securities are discussed in Note 1 to the Consolidated Financial Statements. An analysis of investment securities at year-end for each of the last three years is presented in Table 5. As of December 31, 1997, the estimated aggregate fair value of the Corporation's investment securities portfolio was $5.9 million above amortized cost. At December 31, 1997 gross unrealized gains were $6.9 million and gross unrealized losses were $1.0 million. A summary of estimated fair values and unrealized gains and losses for the major components of the investment securities portfolio is provided in Note 4 to the Consolidated Financial Statements. TABLE 5. ANALYSIS OF INVESTMENT SECURITIES
U.S. Treasury and Federal Agency(1) State and Municipal(1), (2) Other(1) Total ------------------------- --------------------------- --------------------- ------------------------ Amortized Fair Amortized Fair Amortized Fair Amortized Fair (in millions) Cost Value Yield Cost Value Yield Cost Value Yield Cost Value Yield - ------------- ---- ------ ----- ---- ----- ----- ---- ----- ----- ---- ----- ----- AVAILABLE-FOR-SALE: MATURITES AT DECEMBER 31, 1997 DUE WITHIN ONE YEAR $160.7 $160.9 6.01% $ 26.3 $ 26.4 7.89% $ 0.2 $ 0.2 7.86% $187.2 $187.5 6.53% ONE TO FIVE YEARS 199.7 200.5 5.86 45.2 46.6 8.80 0.5 0.5 7.89 245.4 247.6 6.38 FIVE TO TEN YEARS 25.0 25.2 7.27 48.0 49.4 8.01 0.2 0.2 7.22 73.2 74.8 7.85 AFTER TEN YEARS 3.3 3.4 7.42 42.9 44.5 8.07 17.4 17.6 7.05 63.6 65.5 7.81 ------ ------ ------ ------ ----- ----- ------ ------ TOTAL $388.7 $390.0 5.96 $162.4 $166.9 8.23 $18.3 $18.5 7.12 $569.4 $575.4 6.72 ====== ====== ====== ====== ===== ===== ====== ====== AVERAGE MATURITY 1.92 YRS. 5.06 YRS. 3.37 YRS. 2.85 YRS. At December 31, 1996 Total $504.6 $502.0 $198.0 $200.9 $14.1 $14.2 $716.7 $717.1 6.49% ====== ====== ====== ====== ===== ===== ====== ====== At December 31, 1995 Total $544.0 $546.9 $219.8 $224.7 $10.9 $11.1 $774.7 $782.6 6.43% ====== ====== ====== ====== ===== ===== ====== ======
(1) Maturities for Federal agency, collateralized mortgage obligations and asset-backed securities are based upon projections of independent cash flow models. Maturities for state and municipal securities incorporate early call features, if applicable. (2) Yields for state and municipal securities are calculated on a tax equivalent basis using a 35% tax rate. The Financial Accounting Standards Board Statement No. 119 defines a derivative as a future, forward, swap, option contract or other financial instrument with similar characteristics. The Corporation has not utilized derivatives or related types of financial instruments except for Federal agency collateralized mortgage obligations and, therefore, this Statement does not have a material impact. The Corporation's policy only allows the purchase of collateralized mortgage obligations that are composed of mortgage backed securities issued by a Federal Agency. Most CMO's purchased are in early tranches with short average lives. These tranches are generally classified in the Planned Amortization Class and have well-defined prepayment assumptions (Super PAC's). The Corporation's CMO's are periodically tested to ensure compliance with guidelines established by the Federal Financial Institutions Examination Council. Page 10 42 LOANS The Corporation extends credit primarily within the local markets of its two bank subsidiaries located in Michigan and Illinois. In Michigan, the market areas extend along the Interstate 75 corridor from northern suburban Detroit to the greater Grayling/Gaylord area as well as western suburban Detroit and central and southwestern Michigan. During 1997, the Corporation expanded its market share in Michigan due to the merger with CB Financial Corporation. The merger resulted in an expanded presence in the greater Jackson/ Lansing markets and in northwestern Michigan. The Illinois affiliate extends credit within the western suburban market of Chicago. The Corporation's loan portfolio is widely diversified by borrowers with no concentration within a single industry that exceeds 10% of total loans. The Corporation's respective year end loan portfolio balances are summarized in Table 6. Total loans increased $318.6 million in 1997 with average loans comprising 82.9% of total average earning assets during 1997 as compared with 78.8% during 1996. As the economy continued to expand in 1997, the Corporation experienced greater loan demand with total average loans increasing 10.4%. Increased demand for business loans in the Corporation's local markets and improved economic conditions expanded the commercial and commercial real estate loan portfolio 7.5% in 1997 from 1996 levels. Average consumer loan balances increased to $1.291 billion in 1997, or 12.4% over 1996 due to growth in the Corporation's home equity, vehicle and marine loan portfolios. Average residential mortgage loan balances increased $100.4 million or 14.8% in 1997, from $677.6 million in 1996. TABLE 6. LOAN PORTFOLIO
December 31 (in millions) 1997 1996 1995 1994 1993 - --------------------------------------------------------------------------- Commercial $ 930.2 $ 784.1 $ 680.1 $ 571.8 $ 505.4 Real estate commercial 387.0 393.1 403.3 357.5 344.2 Real estate construction 71.0 71.1 53.3 29.2 44.9 Real estate mortgage 779.6 744.6 579.2 484.1 494.3 Consumer 1,336.1 1,189.7 1,091.4 689.4 631.3 Lease financing 37.7 47.2 60.1 77.3 95.6 -------- -------- -------- -------- -------- Total $3,541.6 $3,229.8 $2,867.4 $2,209.3 $2,115.7 ======== ======== ======== ======== ========
NONPERFORMING ASSETS A five year history of nonperforming assets is presented in Table 7. Nonperforming assets are comprised of nonaccrual loans, loans 90 days past due and still accruing, restructured loans and other real estate. These amounted to $25.0 million as of December 31, 1997, a decrease of 1.2% from the year-end 1996 balance of $25.3 million. Nonperforming assets as a percentage of total assets declined to 0.56% at December 31, 1997, from 0.59% at December 31, 1996, a decrease of 5.1%. The decline resulted from the Corporation's continued management of loan portfolio quality and favorable economic conditions. During 1997 consumer loans grew at a faster rate than other segments of the portfolio. The consumer portfolio is composed of automobile, personal, marine, home equity and bankcard loans of which automobile and home equity comprise 70.1% of the 1997 average balances, a decrease from 71.2% in 1996. One to four family residential home loans comprise the majority of the real estate mortgage balances. The Corporation's commercial real estate portfolio represents 10.9% of total loans at December 31, 1997 as compared with 12.2% at year end 1996. Within this portfolio, nonperforming loans represented 17.7% of total nonperforming loans at December 31, 1997. Management believes the risk of loss on such nonperforming loans is significantly less than the total principal balance, due to the nature of the underlying collateral. These loans are generally for owner-occupied properties and do not rely on the performance of the real estate market to generate funds for repayment. The Corporation maintains formal policies and procedures to control and monitor credit risk within these portfolios. Based upon present information, management believes the allowance for loan losses is adequate to meet presently known credit risks. Page 11 43 TABLE 7. NONPERFORMING ASSETS AND PAST DUE LOANS
December 31 (in thousands) 1997 1996 1995 1994 1993 - ------------------------------------------------------------------------------------------------------ NONPERFORMING LOANS(1),(2) Nonaccrual Less than 30 days past due $ 5,128 $ 5,555 $ 4,794 $ 5,203 $ 2,518 From 30 to 89 days past due 2,021 1,370 828 1,421 940 90 or more days past due 12,840 12,856 14,593 12,595 19,460 ------- ------- ------- ------- ------- Total 19,989 19,781 20,215 19,219 22,918 90 days past due and still accruing 1,185 1,874 849 1,577 643 Restructured(1) 446 502 502 299 238 ------- ------- ------- ------- ------- Total nonperforming loans 21,620 22,157 21,566 21,095 23,799 OTHER REPOSSESSED ASSETS ACQUIRED 3,348 3,118 3,067 3,113 2,933 ------- ------- ------- ------- ------- Total nonperforming assets $24,968 $25,275 $24,633 $24,208 $26,732 ======= ======= ======= ======= ======= Nonperforming assets as a percent of total loans plus other repossessed assets acquired 0.70% 0.78% 0.86% 1.09% 1.26% Nonperforming assets as a percent of total assets 0.56 0.59 0.59 0.71 0.79 NONPERFORMING LOANS BY TYPE Commercial $ 8,962 $11,626 $14,244 $16,568 $14,607 Real Estate(3) 6,103 4,273 2,688 1,425 5,487 Consumer 6,082 4,585 3,286 1,533 1,881 Lease financing 473 1,673 1,348 1,569 1,824 ------- ------- ------- ------- ------- Total $21,620 $22,157 $21,566 $21,095 $23,799 ======= ======= ======= ======= =======
(1) Nonperforming loans include loans on which interest is being recognized only upon receipt (nonaccrual), those on which interest has been renegotiated to lower than market rates because of the financial condition of the borrowers (restructured), and loans 90 days past due and still accruing. (2) Gross interest income that would have been recorded in 1997 for nonaccrual and restructured loans, as of December 31, 1997, assuming interest had been accrued throughout the year in accordance with original terms was $1.861 million. The comparable 1996 and 1995 totals were $1.702 million, and $2.660 million, respectively. Interest collected on these loans and included in income was $0.965 million in 1997, $0.913 million in 1996 and $1.489 million in 1995. Therefore, on a net basis, total income foregone due to these loans was $0.896 million in 1997, $0.788 million in 1996 and $1.171 million in 1995. (3) 1993 nonperforming commercial real estate loan balances have not been reclassified into the nonperforming commercial loan category. The level and composition of nonperforming assets are affected by economic conditions in the Corporation's local markets. Nonperforming assets, charge-offs and provisions for loan losses tend to decline in a strong economy and increase in a weak economy, potentially impacting the Corporation's results. In addition to nonperforming loans, management carefully monitors other credits that are current in terms of principal and interest payments but, in management's opinion, may deteriorate in quality if economic conditions change. As of December 31, 1997, such loans amounted to $22.0 million or 0.6% of total loans compared with $12.6 million or 0.4% of total loans as of December 31, 1996. These loans are primarily commercial and commercial real estate loans made in the normal course of business and do not represent a concentration in any one industry. Collectively, these loans and the nonperforming assets in Table 7 represent 1.3% of total loans as of December 31, 1997 increasing from 1.2% as of December 31, 1996. Page 12 44 TABLE 8. ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES (1)
1997 1996 1995 1994 1993 ---------------------- -------------------- ------------------- ------------------- -------------------- December 31 (in LOAN Loan Loan Loan Loan millions) AMOUNT PERCENT(2) Amount Percent(2) Amount Percent(2) Amount Percent(2) Amount Percent(2) - -------------------------------------------------------------------------------------------------------------------------------- Commercial $10.6 37.2% $12.0 36.8% $11.7 37.8% $11.3 42.1% $ 9.4 40.2% Real estate construction 0.1 2.0 0.1 2.2 0.1 1.8 0.1 1.3 0.2 2.1 Real estate mortgage 2.0 22.0 1.5 22.7 1.1 20.2 1.0 21.9 1.0 23.4 Consumer 16.0 37.7 15.6 36.8 14.0 38.1 7.5 31.2 7.0 29.8 Lease financing 0.5 1.1 0.5 1.5 1.2 2.1 1.2 3.5 1.1 4.5 ----- ----- ----- ----- ----- ----- ------ ----- ----- ----- Total allocated 29.2 100.0% 29.7 100.0% 28.2 100.0% 21.1 100.0% 18.7 100.0% ===== ===== ===== ===== ===== Unallocated 16.7 12.5 10.5 7.5 7.5 ----- ----- ----- ------ ----- Total $45.9 $42.2 $38.7 $28.6 $26.2 ===== ===== ===== ====== =====
(1) The allocation of the allowance for loan losses in the above table is based upon ranges of estimates and are not intended to imply either limitations on the usage of the allowance or precision of the specific amounts. The Corporation and its subsidiaries do not view the allowance for loan losses as being divisible among the various categories of loans. The entire allowance is available to absorb any future losses without regard to the category or categories in which the charged-off loans are classified. (2) Percentage reflects the ratio of outstanding loans by category to total outstanding loans at the end of the respective year. The following describes the Corporation's policy and related disclosures for impaired loans. The Corporation maintains a valuation allowance for impaired loans. A loan is considered impaired when management determines it is probable that all the principal and interest due under the contractual terms of the loan will not be collected. In most instances, impairment is measured based on the fair value of the underlying collateral. Impairment may also be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate. Interest income on impaired nonaccrual loans is recognized on a cash basis. Interest income on all other impaired loans is recorded on an accrual basis. Certain of the Corporation's nonperforming loans included in Table 7 are considered to be impaired. The Corporation measures impairment on all large balance nonaccrual commercial and commercial real estate loans. Certain large balance accruing loans rated substandard or worse are also measured for impairment. Impairment losses are included in the provision for loan losses. The policy does not apply to large groups of smaller balance homogeneous loans that are collectively evaluated for impairment, except for those loans restructured under a troubled debt restructuring. Loans collectively evaluated for impairment include certain smaller balance commercial loans, consumer loans, residential real estate loans, and credit card loans, and are not included in the impaired loan data in the following paragraphs. At December 31, 1997, loans considered to be impaired totaled $16.8 million (of which $9.9 million were on a nonaccrual basis). Included within this amount is $6.1 million of impaired loans for which the related allowance for loan losses is $0.9 million and $10.7 million of impaired loans for which the fair value exceeded the recorded investment in the loan. The average recorded investment in impaired loans during the year ended December 31, 1997 was approximately $18.2 million. For the year ended December 31, 1997, the Corporation recognized interest income of $1.5 million which included $1.0 million of interest income recognized using the cash basis method of income recognition. At December 31, 1996, loans considered to be impaired totaled $17.3 million (of which $10.2 million were on a nonaccrual basis). Included within this amount is $7.9 million of impaired loans for which the related allowance for loan losses is $0.8 million and $8.4 million of impaired loans for which the fair value exceeded the recorded investment in the loan. The average recorded investment in impaired loans during the year ended December 31, 1996 was approximately $20.4 million. For the year ended December 31, 1996, the Corporation recognized interest income of $1.7 million which included $0.9 million of interest income recognized using the cash basis method of income recognition. The Corporation maintains policies and procedures to identify and monitor nonaccrual loans. A loan is placed on nonaccrual status when there is doubt regarding collection of principal or interest, or when principal or interest is past due 90 days or more and the loan is not well secured and in the process of collection. Interest accrued but not collected is reversed and charged against income when the loan is placed on nonaccrual status. During 1997, each of the Corporation's banking subsidiaries received a normally scheduled examination by its governing regulatory agency. There was no material reclassification of assets as nonperforming resulting from these examinations. Page 13 45 TABLE 9. AVERAGE DEPOSITS
1997 1996 1995 ----------------- ----------------- ----------------- AVERAGE AVERAGE Average Average Average Average Year Ended December 31 (in millions) BALANCE RATE Balance Rate Balance Rate - --------------------------------------------------------------------------------------------- Noninterest-bearing demand $ 565.6 --- $ 565.1 --- $ 547.3 --- Interest-bearing demand 381.7 1.61% 396.6 1.79% 399.3 1.95% Savings 1,047.5 2.83 1,077.3 2.72 1,095.8 2.81 Time 1,652.5 5.66 1,476.5 5.61 1,255.1 5.48 -------- -------- -------- Total $3,647.3 3.54 $3,515.5 3.39 $3,297.5 3.25 ======== ======== ========
DEPOSITS The Corporation's average deposit balances and rates for the past three years are summarized in Table 9. Total average deposits were 3.7% higher in 1997 as compared with 1996. Deposit growth was derived primarily from time accounts which increased 11.9% from 1996 average balances. Noninterest-bearing demand accounts comprised 15.5% of total average deposits during 1997, as compared with 16.1% in 1996. The shift in deposits from demand and savings accounts to time accounts reflects changing client liquidity preferences and the desire for higher yields. As of December 31, 1997, certificates of deposits of $100,000 or more accounted for approximately 12.4% of total deposits compared with 10.7% as of December 31, 1996. The maturities of these deposits are summarized in Table 10. TABLE 10. MATURITY OF TIME CERTIFICATES OF DEPOSIT OF $100,000 OR MORE
December 31, (in millions) 1997 - -------------------------------------------------------------------------- Three months or less $266,760 After three but within six months 65,116 After six but within twelve months 99,301 After twelve months 26,100 -------- Total $457,277 ========
The Corporation gathers deposits primarily from the local markets of its banking subsidiaries and has not relied on brokered deposits. In the third quarter of 1997, the Corporation obtained approximately $20.0 million in brokered deposits as an alternative source of funding. The deposits mature in intervals over the next three years. The Corporation will continue to evaluate the use of alternative funding sources such as brokered deposits as funding needs change. Management continues to promote relationship driven core deposit growth and stability through focused marketing efforts and competitive pricing strategies. BORROWED FUNDS Total short-term borrowings, primarily federal funds purchased, securities sold under agreements to repurchase and Treasury Tax and Loan notes, averaged $178.3 million or 5.3% of total average interest-bearing liabilities during 1997 compared with $170.9 million or 5.3% during 1996. Long-term debt accounted for $90.8 million or 2.7% of average interest-bearing funds during 1997, increasing from $86.8 million in 1996. In 1997, the Corporation's Michigan subsidiary originated three long-term borrowings with the Federal Home Loan Bank for a total of $70 million. The interest rates on the three borrowings range from 5.68% to 6.07% with original maturities from one to four years. To finance the February 28, 1995 acquisition, the Corporation's Parent company obtained a $115 million seven year amortizing revolving credit facility. The interest rates range from 6.38% to 7.65% on the outstanding balance of $33 million at December 31, 1997. Of this amount, $7 million will reprice in March 1998 and $13 million in both September 1998 and March 1999. The Parent company services the debt's principal and interest payments with dividends from the subsidiary banks. The agreement also requires the Corporation to maintain certain financial covenants. The Corporation is in full compliance with all debt covenants as of December 31, 1997. A summary of long-term debt balances as of December 31, 1997 and 1996 appears in Note 10 to the Consolidated Financial Statements. Page 14 46 CAPITAL RESOURCES Management closely monitors capital levels to provide for current and future business needs and to comply with regulatory requirements. Both bank subsidiaries within the Corporation have sufficient capital to maintain a "well capitalized" designation, (the FDIC's highest rating). As summarized below, the Corporation's capital ratios were in excess of regulatory requirements.
Regulatory Minimum ---------------------- December 31, "Well ----------------------- Required Capitalized" 1997 1996 1995 - -------------------------------------------------------------- Risk based: Tier I capital 4.00% 6.00% 9.78% 9.83% 9.76% Total capital 8.00 10.00 11.03 11.08 11.01 Tier I leverage 4.00 5.00 7.98 7.52 7.13
The Corporation declared cash dividends of $0.74 per share in 1997, an increase of 10.4% over 1996 dividends of $0.67 per share. Citizens Banking Corporation or its predecessor, Citizens Commercial & Savings Bank, have paid dividends every year since 1892 except for several years during the depression of the 1930's. The Corporation initiated a stock repurchase program in November 1987. Effective January 27, 1997, the Corporation's stock repurchase program was formally rescinded by its Board of Directors in conjunction with the agreement to acquire CB Financial Corporation. Prior to the rescission, a total of 1,891,455 shares had been purchased under this program at an average price of $10.56 per share. NEW ACCOUNTING PRONOUNCEMENTS In September 1996, the Financial Accounting Standards Board issued Statement No. 125 "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities". In December 1996, the Financial Accounting Standards Board issued Statement No. 127 which delayed the effective dates of certain provisions of the original Statement. The Statements establish accounting and reporting standards to assist in determining when to recognize or derecognize financial assets and liabilities in the financial statements after a transfer of financial assets has occurred. The Corporation has adopted the Statements to the extent permitted and will adopt the remaining provisions effective January 1, 1998. The impact of the adoption is not expected to be material. In March 1997, the Financial Accounting Standards Board issued Statement No. 128 "Earnings per Share". The Statement establishes standards for computing and presenting earnings per share (EPS), simplifies the standards for computation and makes the calculation comparable to international standards. The Statement requires the replacement of primary EPS with basic EPS and presentment of basic and diluted EPS on the face of the income statement. The Corporation adopted the Statement for year end 1997 reporting and has restated all prior period per common share data. In June 1997, the Financial Accounting Standards Board issued Statement No. 130 "Reporting Comprehensive Income". The Statement establishes standards for the reporting and disclosure of comprehensive income and its components in the financial statements. Presently, the only component of comprehensive income not included in net income is unrealized gains or losses on available-for-sale investment securities. The Corporation adopted the Statement for year end 1997 reporting and has restated all prior period amounts. In June 1997, the Financial Accounting Standards Board issued Statement No. 131 "Disclosure about Segments of an Enterprise and Related Information". The Statement changes the manner in which public companies report segment information in annual reports and requires companies to report selected segment information in interim financial reports. Public companies will be required to report financial and descriptive information about the company's operating segments. The Statement is effective for fiscal years beginning after December 15, 1997 with reclassification of the financial statements for earlier periods required for comparative purposes. The Corporation plans to adopt the Statement in 1998. IMPACT OF YEAR 2000 The Year 2000 issue is the result of computer programs which utilize using two digits rather than four digits to define years for computer calculations. Any computer or electronic calculation recognizing a two digit date rather than a four digit date may incur system failure or miscalculate information when using a date after December 31, 1999 resulting in potentially serious impairment to business operations. The Corporation began addressing the issue in 1996 with the formation of a task force to identify Year 2000 related issues for any electronic devices, such as mainframe and microcomputers, using two digits rather than four digits for the year. The Corporation believes that it has identified all Year 2000 noncompliant systems and devices and is working closely with vendors and third party service providers to address solutions. Further, during the fall of 1997, formal discussions were initiated with the Corporation's significant commercial business clients to determine the extent to which the client's computer systems are vulnerable to Year 2000 failure. Page 15 47 A significant portion of the Corporation's Year 2000 solution included the strategic arrangement entered into with M&I Data Services in the third quarter of 1997. The arrangement allows M&I Data Services information technology systems to replace most of the Corporation's current systems by the end of the second quarter of 1998. M&I has warranted to the Corporation that all systems to be replaced by M&I Data Services will be Year 2000 compliant by December 31, 1998. The Corporation has not identified any noncompliant systems for which a solution is not available and which would impair the Corporation's business operations. All Year 2000 costs to date have not been material and are being expensed as incurred. Anticipated future expenses are not expected to materially impair future earnings. The Corporation anticipates that all material noncompliant systems will be replaced and most testing completed by December 31, 1998, with the remainder of the testing of the compliance measures to be completed in early 1999. While the Corporation is not aware of any Year 2000 problems for which a solution is not available, other unanticipated Year 2000 issues could arise and there can be no assurance that actual results will be comparable to expected results. These unanticipated issues may include the ability to identify and correct all relevant computer codes, the availability and cost of trained personnel, the impact of Year 2000 on our clients and other uncertainties. LIQUIDITY AND DEBT CAPACITY The liquidity position of the Corporation is monitored for both subsidiaries and the Parent company to ensure that funds are available at a reasonable cost to meet financial commitments, to finance business expansion and to take advantage of unforeseen opportunities. The Corporation's subsidiary banks derive liquidity primarily through core deposit growth and maturity of money market investments, investment securities and loans. Additionally, the Corporation's subsidiary banks have access to market borrowing sources on an unsecured, as well as a collateralized basis, for both short-term and long-term purposes. Management has not had to rely on borrowings from the Federal Reserve to meet liquidity requirements. Another source of liquidity is the ability of the Corporation's Parent company to borrow funds on both a short-term and long-term basis. Various techniques are used by the Corporation to measure liquidity, including ratio analysis. Some ratios monitored by the Corporation include: loans to deposits, liquid assets to volatile funding (interest bearing liabilities plus noninterest bearing deposits less core funding) core funding (most deposits plus a portion of repurchase agreements and long term debt less single maturity certificates of deposit) to total funding (volatile funding plus core funding). During 1997, the Corporation's strategy to operate at lower levels of liquid assets to volatile funding and a higher loan to deposit ratio improved the asset mix, resulting in increased net interest income. The Corporation experienced no liquidity or operational problems as a result of the reduced levels of liquidity. Management believes that the key to operating at lower levels of balance sheet liquidity is the establishment and subsequent utilization of sufficient sources of liquidity. This has been accomplished by increased sources of funds and higher capacities enabling the Corporation and its subsidiary banks to operate effectively, safely and with improved profitably. These ratios are summarized below for the last three years.
1997 1996 1995 ---- ---- ---- Average loans to deposits 92.7% 87.1% 82.1% Liquid assets to volatile funding 34.5 74.0 113.9 Core funding to total funding 88.1 89.4 90.3
The subsidiary banks manage liquidity to meet client cash flow needs while maintaining funds available for loan and investment opportunities. As discussed in Note 18 to the Consolidated Financial Statements, the Federal Reserve Bank requires the Corporation's banking subsidiaries to maintain certain noninterest-bearing deposits with the Federal Reserve Bank. These balance requirements averaged $28.8 million and $43.0 million during 1997 and 1996, respectively, and were primarily satisfied with cash balances maintained by the Corporation's subsidiaries. The liquidity of the Parent company is managed to provide funds to pay dividends to shareholders, service debt, invest in subsidiaries and to satisfy other operating requirements. The Parent company's primary source of liquidity is dividends from its subsidiaries. During 1997, the Parent company received $21.5 million in dividends from subsidiaries and paid $19.3 million in dividends to its shareholders. The amount of the upstream dividends decreased $32.6 million in 1997 from $56.5 million 1996. The large 1996 dividend amount was attributable to the consolidation of the six Michigan chartered banks. This consolidation allowed the surviving bank greater upstream dividend capacity while still maintaining sufficient capital. As discussed in Note 18 to the Consolidated Financial Statements, no dividend amounts were available as of January 1, 1998 for payment to the Parent company as dividends by the Corporation's banking subsidiaries without further regulatory approval. Amounts earned by subsidiaries in 1998 may also become available for such dividend payments. Additional amounts may be available for payment subject to regulatory approval. The Corporation's long-term debt to equity ratio was 26.4% as of December 31, 1997 compared with 22.1% as of December 31, 1996. Changes in Page 16 48 long-term debt during 1997 are discussed in the section titled "Borrowed Funds". Management believes that the Corporation has sufficient liquidity and capacity sources to meet presently known cash flow requirements arising from ongoing business transactions. INTEREST RATE RISK Interest rate risk generally arises when the maturity or repricing structure of the Corporation's assets and liabilities differ significantly. Asset/liability management, which among other things addresses such risk, is the process of developing, testing and implementing strategies that seek to maximize net interest income, maintain sufficient liquidity and minimize exposure to significant changes in interest rates. This process includes monitoring contractual and expected repricing of assets and liabilities as well as forecasting earnings under different interest rate scenarios and balance sheet structures. Generally, management seeks a structure that insulates net interest income from large swings attributable to changes in market interest rates. Table 11 depicts the Corporation's asset/liability static sensitivity ("GAP") as of December 31, 1997. TABLE 11. INTEREST RATE SENSITIVITY
TOTAL December 31, 1997 1 2 - 3 4 - 6 7 - 12 WITHIN 1-5 Over (in millions) Month Months Months Months 1 Year Years 5 Years Total - -------------------------------------------------------------------------------------------------------------- RATE SENSITIVE ASSETS(3) Loans and leases $1,103.3 $ 142.1 $ 183.3 $ 342.0 $1,770.7 $1,249.7 $521.2 $3,541.6 Investment securities 27.3 22.7 69.2 73.8 193.0 246.1 136.3 575.4 Short-term investments 12.2 --- --- --- 12.2 --- --- 12.2 -------- ------- ------- ------- -------- -------- ------ -------- Total $1,142.8 $ 164.8 $ 252.5 $ 415.8 $1,975.9 $1,495.8 $657.5 $4,129.2 ======== ======= ======= ======= ======== ======== ====== ======== RATE SENSITIVE LIABILITIES Deposits (2) $ 272.1 $ 377.2 $ 423.3 $ 626.3 $1,698.9 $1,208.0 $186.9 $3,093.8 Short-term borrowings 174.9 --- --- --- 174.9 --- --- 174.9 Long-Term Debt 0.4 7.0 30.0 13.1 50.5 55.1 2.6 108.2 -------- ------- ------- ------- -------- -------- ------ -------- TOTAL $ 447.4 $ 384.2 $ 453.3 $ 639.4 $1,924.3 $1,263.1 $189.5 $3,376.9 ======== ======= ======= ======= ======== ======== ====== ======== Period GAP (1) $ 695.4 $(219.4) $(200.8) $(223.6) $ 51.6 $ 232.7 $468.0 $ 752.3 Cumulative GAP 695.4 476.0 275.2 51.6 284.3 752.3 Cumulative GAP to Total Assets 15.66% 10.72% 6.20% 1.16% 1.16% 6.40% 16.95% 16.95% Multiple of Rate Sensitive Assets to Liabilities 2.55 0.43 0.56 0.65 1.03 1.18 3.47 1.22
(1) Gap is the excess of rate sensitive assets (liabilities). (2) Includes interest bearing savings and demand deposits without contractual maturities of $441 million in the less than one year category and $963 million in the over one year category. This runoff is based on historical trends, which reflects industry standards. (3) Incorporates prepayment projections for certain assets which may shorten the time frame for repricing or maturity compared to contractual runoff. As shown, the Corporation's interest rate risk position is well balanced in the less than one year time frame with rate sensitive assets exceeding rate sensitive liabilities by $51.6 million. This position suggests that the Corporation's net interest income may not be significantly impacted by changes in interest rates over the next 12 months. Management is continually reviewing its interest rate risk position and modifying its strategies based on projections to minimize the impact of future interest rate changes. While traditional GAP analysis does not always incorporate adjustments for the magnitude or timing of noncontractual repricing, Table 11 does incorporate appropriate adjustments as indicated in footnotes 2 and 3 to the table. Because of these and other inherent limitations of any GAP analysis, management utilizes simulation modeling as its primary tool to evaluate the impact of changes in interest rates and balance sheet strategies. Management uses these simulations to develop strategies that can limit interest rate risk and provide liquidity to meet client loan demand and deposit preferences. Page 17 49 INTEREST RATE SENSITIVITY A number of measures are used to monitor and manage interest rate risk, including income simulation and interest sensitivity (GAP) analyses. An income simulation model is management's primary tool used to assess the direction and magnitude of variations in net interest income resulting from changes in interest rates. Key assumptions in the model include prepayment speeds on various loan and investment assets; cash flows and maturities of financial instruments held for purposes other than trading; changes in market conditions, loan volumes, and pricing; deposit sensitivity; client preferences; and management's financial capital plans. These assumptions are inherently uncertain, subject to fluctuation and revision in a dynamic environment and, as a result, the model cannot precisely estimate net interest income or exactly predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude, and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. Results of the multiple simulations done as of December 31, 1997 suggest that the Corporation could expect net interest income to increase by $200,000 (if the balance sheet does not grow and interest rates gradually decline by 200 basis points over the next twelve months) and, to increase by $2.4 million (if the balance sheet does not grow and interest rates gradually increase by 200 basis points over the next twelve months) from 1997 levels of net interest income. These variances in net interest income were well within the Corporation's policy parameters established to manage such risk. Management performed a large number of net interest income simulations using varying balance sheet scenarios and differing interest rate environments. The model results presented herein are intended to illustrate the potential variation in net interest income from the indicated changes in interest rates, and not to project future levels of net interest income. In addition to changes in interest rates, the level of future net interest income is also dependent on a number of other variables, including the growth, composition and absolute levels of deposits, loans, and other earnings assets and interest bearing liabilities, economic and competitive conditions, client preferences and other factors. TABLE 12. LOAN MATURITIES AND INTEREST RATE SENSITIVITY
Due Within One to After December 31 (in millions) One Year Five Years Five Years Total - ------------------------------------------------------------------------------------------------ Commercial $674.5 $538.5 $104.2 $1,317.2 Real estate construction 43.5 18.2 9.3 71.0 ------ ------ ------ -------- Total $718.0 $556.7 $113.5 $1,388.2 ====== ====== ====== ======== Loans above: With floating interest rates $492.4 $190.9 $73.5 $756.8 With predetermined interest rates 225.6 365.8 40.0 631.4 ------ ------ ------ -------- Total $718.0 $556.7 $113.5 $1,388.2 ====== ====== ====== ========
Page 18 50 TABLE 13. SELECTED QUARTERLY INFORMATION
1997 1996 --------------------------------------------- ----------------------------------------- (in thousands except per share data) FOURTH THIRD SECOND FIRST Fourth Third Second First - ----------------------------------------------------------------------------------------------------------------------------------- Interest income $85,992 $85,648 $83,996 $80,227 $79,952 $78,764 $77,583 $76,037 Interest expense 36,908 36,903 35,858 34,346 34,568 33,309 32,705 33,109 Net interest income 49,084 48,745 48,138 45,881 45,384 45,455 44,878 42,928 Provision for loan losses 3,135 5,245 3,742 3,210 4,146 3,593 2,351 2,036 Investment securities gains (losses) 25 (755) (33) (24) 41 134 20 416 Noninterest income 12,115 12,422 11,575 11,369 11,581 13,152 11,468 11,192 Noninterest expense 37,475 61,340(2) 39,729 38,617 38,608 38,980 39,949 37,519 Net income (loss) 14,255 (4,951)(2) 11,315 10,889 10,242 11,498 10,028 10,657 PER SHARE OF COMMON STOCK(3) Net income (loss): Basic 0.51 (0.18)(2) 0.41 0.39 0.37 0.41 0.35 0.38 Diluted 0.50 (0.18)(2) 0.40 0.39 0.36 0.41 0.35 0.38 Cash dividends declared 0.19 0.19 0.19 0.17 0.17 0.17 0.17 0.15 Market value:(1) High 34.75 29.42 23.83 22.33 21.50 19.67 21.00 21.00 Low 27.17 22.33 20.33 20.00 19.17 18.17 18.33 19.00 Close 34.50 29.33 22.83 22.00 21.00 19.09 19.33 20.33
(1) Citizens Banking Corporation common stock is traded on the National Market tier of the Nasdaq stock market (trading symbol: CBCF). At December 31, 1997, there were approximately 11,338 shareholders of the Corporation's common stock. (2) Amounts include special charge associated with CB Financial Corporation merger and information technology operations reorganization of $17,263, net of tax or $0.61 per diluted share. (3) Per share information is computed, and where necessary, restated to comply with Statement of Financial Accounting Standard No. 128 "Earnings per share" and reflects a three-for-two stock split effected in the form of a dividend paid to shareholders on November 18, 1997. IMPACT OF INFLATION Substantially all of the assets and liabilities of a financial institution are monetary. Therefore, inflation generally has a less significant impact on financial institutions than fluctuations in market interest rates. Inflation can lead to accelerated growth in noninterest expenses, which can adversely impact results of operations. Additionally, inflation may impact the rate of deposit growth and necessitate increased growth in equity to maintain a strong capital position. Management believes the most significant impact on financial results is the Corporation's ability to respond to changes in interest rates. FORWARD-LOOKING STATEMENTS The foregoing disclosure contains "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended, with respect to expectations for future periods. These forward looking statements relate to expected savings and effects of the merger, the Corporation's information systems conversion to M&I Data Services and the impact of Year 2000, changes all of which are subject to risks and uncertainties that could cause actual results to differ. These risks and uncertainties include unanticipated changes in the competitive environment and relationships with third party vendors and clients and certain other factors discussed in this report. Page 19 51 YEAR ENDED DECEMBER 31, 1996 COMPARED WITH 1995 The following discussion incorporates the restatement of 1995 and 1996 financial information to include the merger of CB Financial Corporation on July 1, 1997 which was accounted for as a pooling of interests. The 1996 results reflect a full year of operations as compared with ten months of operations for the four Michigan affiliates of Banc One Corporation purchased at the close of business on February 28, 1995. All common stock per share amounts have been adjusted to reflect a three-for-two stock split effected in the form of a dividend paid to shareholders on November 18, 1997. Citizens Banking Corporation earned $42,425,000 or $1.50 per diluted share during 1996 as compared with $38,211,000 or $1.36 per share in 1995. Net income was up $4,214,000 or $0.14 per diluted share over the prior year, a 10.3% increase. Return on average assets increased 5.2% from 0.96% in 1995 to 1.01% in 1996. Overall, the increase in net income in 1996 reflects improvement in net interest income and noninterest income offset, in part, by increases in the provision for loan losses, noninterest expense and income taxes. Net interest income for 1996 was $178,645,000, an increase of 6.4% over 1995 net interest income of $167,926,000. This increase resulted from higher levels of earning assets partially offset by increased interest bearing liabilities. Yields on earning assets increased slightly to 8.21% as compared with 8.19% in 1995. Rates paid on funding sources increased nine basis points to 4.17% due to higher rates paid on time deposits and long-term debt partially offset by lower rates on interest bearing demand and savings deposits and short-term borrowings. As a result, the net interest margin decreased to 4.77% in 1996 as compared with 4.80% in 1995. The provision for loan losses increased to $12,126,000 in 1996 as compared with $7,112,000 in 1995. The increase resulted from new loan growth of $362.4 million and higher charge offs. Net loan charge-offs were 0.28% of average total loans in 1996, up from 0.16% in 1995. Noninterest income accounted for 21.2% of total operating income or 1.1% of average assets in 1996, increasing from 20.3% or 1.1%, respectively, in 1995. Noninterest income increased $5,318,000 from 1995 partially attributable to a full year of earnings of the acquired banks as compared to ten months of income for 1995. The third quarter 1996 sale of the Corporation's mortgage servicing operations resulted in an immediate gain of $1,550,000 related to loans previously serviced by the Corporation for other investors. Revenue increases for trust of 8.6%, brokerage and investment fees of 52.8%, ATM network user fees of 15.8% and cash management fees of 36.6% when comparing 1996 with 1995 were the result of increased volumes and enhanced marketing strategies. Noninterest expense increased $4,724,000, or 3.1% in 1996, from 1995. The increase is partially attributable to a full year of expense of the acquired banks as compared with 10 months of expense for 1995. The increase was partially offset by a decrease in FDIC insurance assessments to $15,000 in 1996 as compared with $3,935,000 in 1995. Compensation is the Corporation's largest noninterest expense. Total compensation expense increased 5.1% in 1996 as compared to 1995 due to a full year effect of the acquired banks and higher cost of employee benefits for pension, workers compensation and medical expense. Intangible asset amortization expense increased 11.2% in 1996 as compared with 1995 due to a full year of amortization attributable to the 1995 acquisition. Income tax expense for 1996 increased 13.9% compared with 1995. This increase resulted from higher pretax earnings combined with lower tax-exempt interest income. The Corporation had total average assets of $4.212 billion in 1996, up from 1995 average assets of $3.970 billion. This was primarily due to loan and core deposit growth and the full year impact of the first quarter 1995 acquisition. Average loans comprise 78.8% of total earning assets in 1996, up from 74.5% in 1995. The growth occurred in the consumer, residential mortgage and commercial loan portfolios due to improved economic conditions and the full year effect of the acquisition. Average investments securities, including money market investments, decreased to 21.2% of average earning assets in 1996 from 25.5% in 1995. The decline in investment securities was used to fund new loan growth. Total average deposits were 6.6% higher in 1996 compared with 1995, due to higher time deposit balances and the acquisition. Customer preferences resulted in deposit balance shifts from interest bearing demand and savings to time accounts in 1996 as compared with 1995. Average short-term borrowings, comprised primarily of securities sold under agreements to repurchase, increased slightly to 5.3% of average interest-bearing liabilities in 1996 as compared with 5.1% in 1995. Long-term debt accounted for $86.8 million or 2.7% of average interest-bearing funds during 1996, decreasing from $108.2 million or 3.6% in 1995. The decrease resulted from 1996 principal payments on the debt used to finance the first quarter 1995 acquisition. Average shareholders' equity was $381.4 million in 1996, a 7.7% increase over the 1995 average of $354.2 million. Page 20 52 CONSOLIDATED BALANCE SHEETS CITIZENS BANKING CORPORATION AND SUBSIDIARIES
December 31, (in thousands except share amounts) 1997 1996 - ----------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 168,351 $ 182,039 Money market investments: Interest-bearing deposits with banks 246 83 Federal funds sold --- 4,500 Term federal funds sold and other 11,976 14,288 ---------- ---------- Total money market investments 12,222 18,871 Investment securities available-for-sale (amortized cost $569,440 in 1997; $716,695 in 1996) 575,382 717,058 Loans: Commercial 1,317,213 1,177,098 Real estate construction 71,035 71,125 Real estate mortgage 779,567 744,606 Consumer 1,336,120 1,189,807 Lease financing 37,684 47,173 ---------- ---------- Total loans 3,541,619 3,229,809 Less: Allowance for loan losses (45,911) (42,166) ---------- ---------- Net loans 3,495,708 3,187,643 Premises and equipment 69,415 74,859 Intangible assets 60,016 73,684 Other assets 58,177 51,819 ---------- ---------- TOTAL ASSETS $4,439,271 $4,305,973 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest-bearing deposits $ 600,498 $ 580,742 Interest-bearing deposits 3,093,848 3,018,009 ---------- ---------- Total deposits 3,694,346 3,598,751 Federal funds purchased and securities sold under agreements to repurchase 141,713 146,903 Other short-term borrowings 33,153 29,902 Other liabilities 52,052 51,570 Long-term debt 108,165 86,826 ---------- ---------- Total liabilities 4,029,429 3,913,952 SHAREHOLDERS' EQUITY Preferred stock - no par value: Authorized - 5,000,000 shares Issued - none Common stock - no par value: Authorized - 40,000,000 shares Issued and outstanding - 28,047,518 in 1997; 27,766,182 in 1996 120,274 118,312 Retained earnings 285,706 273,484 Other accumulated comprehensive net income 3,862 225 ---------- ---------- Total shareholders' equity 409,842 392,021 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,439,271 $4,305,973 ========== ==========
See Notes to Consolidated Financial Statements. Page 21 53 CONSOLIDATED STATEMENTS OF INCOME CITIZENS BANKING CORPORATION AND SUBSIDIARIES
(in thousands except share amounts) 1997 1996 1995 - ------------------------------------------------------------------------------------------------------ INTEREST INCOME Interest and fees on loans $294,258 $265,139 $237,498 Interest and dividends on investment securities: Taxable 31,811 33,731 35,441 Nontaxable 8,721 9,700 10,080 Money market investments 1,073 3,766 7,908 -------- -------- -------- Total interest income 335,863 312,336 290,927 -------- -------- -------- INTEREST EXPENSE Deposits 129,267 119,185 107,329 Short-term borrowings 8,689 7,959 7,573 Long-term debt 6,059 6,547 8,099 -------- -------- -------- Total interest expense 144,015 133,691 123,001 -------- -------- -------- NET INTEREST INCOME 191,848 178,645 167,926 Provision for loan losses 15,332 12,126 7,112 -------- -------- -------- Net interest income after provision for loan losses 176,516 166,519 160,814 -------- -------- -------- NONINTEREST INCOME Trust fees 15,527 14,466 13,326 Service charges on deposit accounts 12,342 12,481 12,219 Bankcard fees 7,092 6,780 5,908 Other loan income 1,746 3,572 2,409 Investment securities gains (losses) (787) 611 281 Other 10,774 10,094 8,543 -------- -------- -------- Total noninterest income 46,694 48,004 42,686 -------- -------- -------- NONINTEREST EXPENSE Salaries and employee benefits 80,119 81,288 77,329 Equipment 12,327 12,374 12,292 Occupancy 11,446 12,153 11,562 Intangible asset amortization 6,098 6,637 5,968 Bankcard fees 5,152 4,702 4,221 Stationery and supplies 4,042 4,416 4,316 Postage and delivery 4,387 4,254 3,911 Advertising and public relations 3,953 3,946 3,103 Special charge 23,734 --- --- Other 25,903 25,286 27,630 -------- -------- -------- Total noninterest expense 177,161 155,056 150,332 -------- -------- -------- INCOME BEFORE INCOME TAXES 46,049 59,467 53,168 Income taxes 14,541 17,042 14,957 -------- -------- -------- NET INCOME $ 31,508 $ 42,425 $ 38,211 ======== ======== ======== NET INCOME PER SHARE: Basic $ 1.13 $ 1.52 $ 1.39 Diluted 1.11 1.50 1.36 AVERAGE SHARES OUTSTANDING: Basic 27,878,990 27,844,341 27,575,118 Diluted 28,419,676 28,258,591 28,123,783
See Notes to Consolidated Financial Statements. Page 22 54 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY CITIZENS BANKING CORPORATION AND SUBSIDIARIES
Accumulated Other Common Retained Comprehensive (in thousands except per share amounts) Stock Earnings Income Total - ------------------------------------------------------------------------------------------------------------ BALANCE - JANUARY 1, 1995 $118,324 $226,869 $(12,453) $332,740 Net income 38,211 38,211 Net unrealized gain on securities available-for-sale, net of tax effect of $9,424 17,587 17,587 -------- Total comprehensive income 55,798 Exercise of stock options, net of shares purchased 2,237 2,237 Cash dividends-$0.60 per share (16,131) (16,131) -------- -------- -------- -------- BALANCE - DECEMBER 31, 1995 120,561 248,949 5,134 374,644 Net income 42,425 42,425 Net unrealized loss on securities available-for-sale, net of tax effect of $2,593 (4,909) (4,909) -------- Total comprehensive income 37,516 Exercise of stock options, net of shares purchased 1,523 1,523 Cash dividends-$0.67 per share (17,890) (17,890) Shares acquired for retirement (3,772) (3,772) -------- -------- -------- -------- BALANCE - DECEMBER 31, 1996 118,312 273,484 225 392,021 Net income 31,508 31,508 Net unrealized gain on securities available-for-sale, net of tax effect of $1,942 3,637 3,637 -------- Total comprehensive income 35,145 Exercise of stock options, net of shares purchased 1,962 1,962 Cash dividends-$0.74 per share (19,286) (19,286) -------- -------- -------- -------- BALANCE - DECEMBER 31, 1997 $120,274 $285,706 $ 3,862 $409,842 ======== ======== ======== ========
See Notes to Consolidated Financial Statements. Page 23 55 CONSOLIDATED STATEMENTS OF CASH FLOWS CITIZENS BANKING CORPORATION AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, (in thousands) 1997 1996 1995 - ----------------------------------------------------------------------------------------------- OPERATING ACTIVITIES: Net income $ 31,508 $ 42,425 $ 38,211 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 15,332 12,126 7,112 Depreciation 8,927 9,335 9,197 Amortization of goodwill and other intangibles 6,098 6,637 5,968 Intangible asset impairment 7,570 --- --- Deferred income tax credit (4,714) (2,391) (607) Net amortization on investment securities 1,061 2,080 4,015 Investment securities losses (gains) 787 (611) (281) Other (3,104) (4,508) 6,157 ------------ ----------- ----------- Net cash provided by operating activities 63,465 65,093 69,772 INVESTING ACTIVITIES: Net (increase) decrease in money market investments 6,649 132,753 (8,557) Securities available-for-sale: Proceeds from sale 171,240 116,190 20,089 Proceeds from maturity 144,916 403,835 208,087 Purchases (170,749) (463,394) (150,735) Net increase in loans and leases (323,397) (371,047) (133,670) Purchases of premises and equipment (3,483) (5,408) (7,879) Net cash used for acquisition of subsidiary --- --- (59,434) ------------ ----------- ----------- Net cash used by investing activities (174,824) (187,071) (132,099) FINANCING ACTIVITIES: Net decrease in demand and savings deposits (27,076) (73,779) (119,285) Net increase in time deposits 122,671 194,262 183,900 Net increase (decrease) in short-term borrowings (1,939) 24,266 (51,400) Proceeds from issuance of long-term debt 70,000 20,000 115,000 Principal reductions in long-term debt (48,661) (43,196) (21,309) Cash dividends paid (19,286) (17,890) (16,131) Proceeds from stock options exercised 1,962 1,523 2,237 Shares acquired for retirement --- (3,772) --- ------------ ----------- ----------- Net cash used by financing activities 97,671 101,414 93,012 ------------ ----------- ----------- Net increase (decrease) in cash and due from banks (13,688) (20,564) 30,685 Cash and due from banks at beginning of year 182,039 202,603 171,918 ------------ ----------- ----------- Cash and due from banks at end of year $ 168,351 $ 182,039 $ 202,603 ============ =========== =========== Supplemental cash flow information: Interest paid $ 146,917 $ 136,331 $ 114,396 Income taxes paid 17,790 19,560 15,308
See Notes to Consolidated Financial Statements. Page 24 56 NOTE 1. SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of Citizens Banking Corporation ("Corporation") and its subsidiaries conform to generally accepted accounting principles. Management makes estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The following describes the Corporation's policies: CONSOLIDATION The Consolidated Financial Statements include the accounts of the Corporation and its subsidiaries after elimination of all material intercompany transactions and accounts. INVESTMENT SECURITIES Investment securities must be classified into three categories: held-to-maturity, available-for-sale or trading. Only those securities classified as held-to-maturity are reported at amortized cost, with those available-for-sale and trading reported at fair value with unrealized gains and losses included in shareholders' equity or income, respectively. In the event that an investment security is sold, the adjusted cost of the specific security sold is used to compute the applicable gain or loss. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered by management to be adequate to absorb losses inherent in the loan portfolio. Management's evaluation is based on a continuing review of the loan portfolio and includes consideration of actual loss experience, the financial condition of borrowers, the size and composition of the loan portfolio, current and anticipated economic conditions and other pertinent factors. The allowance is increased by the provision charged to income and recoveries of loans previously charged off and reduced by loans charged off. The Corporation establishes a valuation allowance for any loans considered impaired based on periodic review. A loan is considered impaired when management determines it is probable that all the principal and interest due under the contractual terms of the loan will not be collected. The impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of the collateral if the loan is collateral dependent. PREMISES AND EQUIPMENT Premises and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are computed principally on a straight-line basis and are charged to expense over the lesser of the estimated useful life of the assets or lease term. Maintenance and repairs as well as gains and losses on dispositions are charged to expense as incurred. OTHER REAL ESTATE Other real estate includes properties acquired in satisfaction of a debt. These properties are carried at the lower of cost or fair value, net of estimated costs to sell, based upon current appraised value. Losses arising from the acquisition of such properties are charged against the allowance for loan losses. Subsequent valuation adjustments and gains or losses on disposal of these properties are charged to other expenses as incurred. INTANGIBLE ASSETS Goodwill, the unamortized cost of acquiring subsidiaries in excess of the fair value of identifiable net assets at the date acquired, is amortized on a straight line basis over 15 years. The carrying amount of goodwill is reviewed as events or changes in facts and circumstances warrant. The realizability of goodwill is evaluated by geographic region and is based on a comparison of the recorded balance of goodwill to the applicable discounted cash flows over the remaining amortization period of the associated goodwill. To the extent that impairment may exist, the current carrying amount is reduced by the estimated shortfall. INCOME TAXES The Corporation and its subsidiaries file a consolidated federal income tax return. Income tax expense is based on income as reported in the Consolidated Statements of Income. When income and expenses are recognized in different periods for tax purposes, applicable deferred taxes are provided in the Consolidated Financial Statements. LOAN INTEREST AND FEE INCOME Interest on loans is generally accrued and credited to income based upon the principal amount outstanding. Loans are placed on nonaccrual status when collectibility of principal or interest is considered doubtful, or payment of principal or interest is past due 90 days or more and the loan is not well secured and in the process of collection. When these loans (including a loan impaired) are placed on nonaccrual status, all Page 25 57 interest previously accrued but unpaid is reversed against current year interest income. Interest payments received on nonaccrual loans are credited to income if future collection of principal is probable. Loans are normally restored to accrual status when interest and principal payments are current and it is believed that the financial condition of the borrower has improved to the extent that future principal and interest payments will be met on a timely basis. Loan origination fee income, net of direct origination costs and certain incremental direct costs, is deferred and amortized as a yield adjustment over the estimated term of the related loans by methods that approximate the level yield method. Loan fees on unused commitments and fees related to loans sold are recognized currently as other income. NET INCOME PER SHARE Basic and diluted earnings per share are computed under the provisions of Statement of Financial Accounting Standards No. 128, "Earnings per share," adopted by the Corporation in the quarter ended December 31, 1997. All prior amounts have been restated. Basic net income per share is based on net income divided by the weighted average number of shares outstanding in each period. Diluted net income per share shows the dilutive effect of additional common shares issuable under the assumed exercise of stock options granted upon the Corporation's stock option plans, using the treasury stock method. The weighted average number of share has been adjusted for a three for two stock split effected in the form of a dividend paid to shareholders on November 18, 1997. CASH FLOWS For purposes of reporting cash flows, cash and cash equivalents include cash on hand and amounts due from banks. RECLASSIFICATIONS Certain amounts have been reclassified to conform to the current year presentation. NOTE 2. ACQUISITION On July 1, 1997, the Corporation merged with CB Financial Corporation headquartered in Jackson, Michigan. As part of the merger, Citizens issued 6,256,355 shares of its common stock in a tax free exchange for all of the outstanding shares of CB Financial Corporation. The merger was accounted for as a pooling of interests resulting in the restatement of all financial information for the periods presented. The merger resulted in no change in either entities' fiscal reporting period or in the consolidated shareholder equity position. No material intercompany transactions existed between the companies prior to the merger. The following presents the separate results of operations for the six month period ending June 30, 1997 (the latest period immediately preceding the merger) and the years ending December 31, 1996 and 1995 for CB Financial Corporation and Citizens Banking Corporation: For the Year Ended (unaudited) December 31, Six Months Ended --------------------- (DOLLARS IN THOUSANDS) June 30, 1997 1996 1995 - -------------------------------------------------------------------------------- Net Interest Income Citizens $ 77,080 $ 146,116 $ 137,495 CB Financial 16,939 32,508 30,508 ----------- ---------- ---------- Combined $ 94,019 $ 178,624 $ 168,003 =========== ========== ========== Net Income Citizens $ 19,315 $ 37,421 $ 33,596 CB Financial 2,889 5,004 4,615 ----------- ---------- ---------- Combined $ 22,204 $ 42,425 $ 38,211 =========== ========== ========== Diluted net income per common share Citizens $ 0.88 $ 1.70 $ 1.53 CB Financial 1.03 1.79 1.65 Combined 0.79 1.50 1.36
At the close of business on February 28, 1995, the Corporation purchased the four Michigan affiliates of Bank One Corporation, located in East Lansing, Fenton, Sturgis and Ypsilanti, for $115 million in cash. The transaction was accounted for as a purchase and the four banks ("acquired banks") were merged into Citizens Bank headquartered in Flint, Michigan effective immediately after the acquisition. NOTE 3. SPECIAL CHARGE The results of operations for the year ended December 31, 1997 reflect a third quarter special charge of $23.7 million ($17.3 million after tax) related to the July 1, 1997 merger with CB Financial Corporation and the reorganization of Citizens' information technology operations. The special charge includes $16.1 million of merger related expenses comprised of $8.5 million of direct merger and restructuring-related charges and a $7.6 million write-down of goodwill and core deposit intangibles. This write-down reflects the impairment of assets related to previous acquisitions of CB Financial Corporation consummated in the early 1990's. The goodwill impairment was measured based on an analysis which estimated the discounted cash flows for CB Financial Corporation's northern region over the remaining amortization period of the associated goodwill of approximately twelve and a half years. Management also performed a qualitative analysis of the recorded balance of core deposit intangibles within this region. Based on this analysis the entire core deposit intangible balance was written off. The primary indicators of impairment were higher than anticipated runoff of the region's core deposit base and operating results that Page 26 58 have fallen short of expectations since the intangibles were recorded. The merger related expenses reflect the cost of integrating and consolidating branch network and administrative facilities, severance arrangements, professional services and other expenses directly related to the merger. Also in the third quarter, the Corporation entered into a strategic arrangement with M & I Data Services of Milwaukee, Wisconsin, as part of its efforts to upgrade its information technology operations. This arrangement will provide the Corporation with the professional expertise and technological resources necessary to improve its competitive position in a rapidly changing technological environment. The Corporation believes it will enhance its position to quickly respond to the demands of its markets and support future strategic initiatives. The special charge includes expenses of $7.6 million related to this arrangement, comprised of up-front conversion and reorganization costs. Salary and benefit costs associated with the special charge were $5.4 million for approximately 140 employees comprised of both management and operational staff. The components of the special charge are as follows:
- -------------------------------------------------------------------------------- (IN THOUSANDS) - -------------------------------------------------------------------------------- Direct merger costs $ 8,562 Intangible assets impairment 7,570 Information technology conversion and reorganization costs 7,602 ------- Total special charge 23,734 Tax effect of special charge 6,471 ------- Net effect $17,263 ======= Diluted loss per share $ 0.61 =======
The following presents a summary of the special charge activity:
- ----------------------------------------- (IN THOUSANDS) - ----------------------------------------- Special charge $23,734 Intangible assets impairment (7,570) Premises and equipment writedown (2,773) Cash payments (8,496) ------- Balance at December 31, 1997 $ 4,895 =======
The remaining balance is comprised primarily of future severence and lease payments expected to be paid by the end of the fourth quarter of 1998. NOTE 4. INVESTMENT SECURITIES The amortized cost, estimated fair value and gross unrealized gains and losses of investment securities follow:
DECEMBER 31, 1997 December 31, 1996 -------------------------------------------- -------------------------------------------- ESTIMATED GROSS GROSS Estimated Gross Gross AMORTIZED FAIR UNREALIZED UNREALIZED Amortized Fair Unrealized Unrealized (in thousands) COST VALUE GAINS LOSSES Cost Value Gains Losses - -------------- --------- --------- ---------- ---------- --------- --------- ---------- ---------- U.S. Treasury $ 78,458 $ 78,805 $ 458 $ 111 $214,980 $213,934 $ 610 $ 1,656 Federal agencies: Mortgage-backed 142,344 143,173 1,071 242 116,038 115,976 451 513 Other 167,949 168,069 498 378 173,592 172,132 191 1,651 State and municipal 162,351 166,876 4,762 237 197,990 200,835 3,393 548 Mortgage and asset-backed 934 959 25 --- 1,486 1,518 32 --- Other 17,404 17,500 96 --- 12,609 12,663 54 --- --------- --------- ---------- ---------- --------- --------- ---------- ---------- Total $569,440 $575,382 $ 6,910 $ 968 $716,695 $717,058 $ 4,731 $ 4,368 ========= ========= ========== ========== ========= ========= ========== ==========
The amortized cost and approximate fair value of debt securities at December 31, 1997 are shown below.
- ----------------------------------------------------------- Estimated Amortized Fair (in thousands) Cost Value - ----------------------------------------------------------- Due within one year $129,233 $129,299 One to five years 175,287 177,193 Five to ten years 61,381 62,793 After ten years 42,857 44,465 --------- --------- 408,758 413,750 Equity securities 17,404 17,500 Mortgage and asset-backed securities 143,278 144,132 --------- --------- Total $569,440 $575,382 ========= =========
Sales of investment securities resulted in realized gains and losses as follows:
- ----------------------------------------------- Year Ended December 31, (in thousands) 1997 1996 1995 - ----------------------------------------------- Securities gains $ 98 $ 660 $ 285 Securities losses (885) (49) (4) ------- ------- ------- Net gain (loss) $ (787) $ 611 $ 281 ======= ======= =======
Investment securities must be classified into three categories: held-to-maturity, available-for-sale or trading. Only those securities classified as held-to-maturity are reported at amortized cost, with those available-for-sale and trading reported at fair value with unrealized gains and losses included in shareholders' equity or income, respectively. Page 27 59 The Corporation currently holds all investment securities in the available-for-sale category. The Financial Accounting Standards Board Statement No. 119 defines a derivative as a future, forward, swap, option contract or other financial instrument with similar characteristics. The Corporation has not utilized derivatives or related types of financial instruments except for Federal agency collateralized mortgage obligations and, therefore, this Statement does not have a material impact. The Corporation's policy only allows the purchase of collateralized mortgage obligations that are composed of mortgage backed securities issued by a Federal Agency. Most CMO's purchased are in early tranches with short average lives. These tranches are generally classified in the Planned Amortization Class and have well-defined prepayment assumptions (Super PAC's). The Corporation's CMO's are periodically tested to ensure compliance with guidelines established by the Federal Financial Institutions Examination Council. Securities with amortized cost of $217.9 million at December 31, 1997, and $268.2 million at December 31, 1996, were pledged to secure public deposits, repurchase agreements, and other liabilities. Except for obligations of the U.S. Government and its agencies, no holdings of securities of any single issuer exceeded 10% of consolidated shareholders' equity at December 31, 1997 or 1996. NOTE 5. LOANS AND NONPERFORMING ASSETS The Corporation extends credit primarily within the local markets of its two bank subsidiaries located in Michigan and Illinois. Within the State of Michigan, the market areas extend along the Interstate 75 corridor from northern suburban Detroit to the greater Grayling/Gaylord area with expansion into western suburban Detroit and central and southwestern Michigan in 1995. The Illinois affiliate extends credit within the western suburban market of Chicago. The Corporation seeks to limit its credit risk by establishing guidelines to review its aggregate outstanding commitments and loans to particular borrowers, industries and geographic areas. Collateral is secured based on the nature of the credit and management's credit assessment of the customer. The Corporation's loan portfolio is widely diversified by borrowers with no concentration within single industry that exceeds 10% of total loans. The Corporation has no loans to foreign countries and generally does not participate in large national loan syndications or highly leveraged transactions. Most of the Corporation's commercial real estate loans consist of mortgages on owner-occupied properties. Those borrowers are involved in business activities other than real estate, and the sources of repayment are not dependent on the performance of the real estate market. A summary of nonperforming assets follows:
- -------------------------------------------------------------------------------- December 31, (in thousands) 1997 1996 - -------------------------------------------------------------------------------- Nonperforming loans: Nonaccrual $19,989 $19,781 Loans 90 days past due (still accruing) 1,185 1,874 Restructured 446 502 ------- ------- Total nonperforming loans 21,620 22,157 Other real estate 1,005 1,187 Other assets acquired by repossession 2,343 1,930 ------- ------- Total nonperforming assets $24,968 $25,274 ======= =======
The effect of nonperforming loans on interest income follows:
- -------------------------------------------------------------------------------- Year Ended December 31, (in thousands) 1997 1996 1995 - -------------------------------------------------------------------------------- Interest income: At original contract rates $1,861 $1,702 $2,660 As actually recognized 965 913 1,489 -------- -------- -------- Interest foregone $ 896 $ 788 $1,171 ======== ======== ========
There are no significant commitments outstanding to lend additional funds to clients whose loans were classified as nonaccrual or restructured at December 31, 1997. At December 31, 1997, loans considered to be impaired totaled $16.8 million (of which $9.9 million were on a nonaccrual basis). Included within this amount is $6.1 million of impaired loans for which the related allowance for loan losses is $0.9 million and $10.7 million of impaired loans for which the fair value exceeded the recorded investment in the loan. The average recorded investment in impaired loans during the year ended December 31, 1997 was approximately $18.2 million. For the year ended December 31, 1997, the Corporation recognized interest income of $1.5 million which included $1.0 million of interest income recognized using the cash basis method of income recognition. At December 31, 1996, loans considered to be impaired totaled $16.6 million (of which $10.1 million were on a nonaccrual basis). Included within this amount is $4.7 million of impaired loans for which the related allowance for loan losses is $0.8 million and $11.9 million of impaired loans for which the fair value exceeded the recorded investment in the loan. The average recorded investment in impaired loans during the year ended December 31, 1996 was approximately $19.9 million. For the year ended December 31, 1996, the Corporation recognized interest income of $1.5 million which included $0.8 million of interest income recognized using the cash basis method of income recognition. Certain directors and executive officers of the Corporation and its significant subsidiaries, including their families and entities in which they have 10% or more ownership, were clients of the banking Page 28 60 subsidiaries. Total these clients aggregated $17.1 million and $12.0 million at December 31, 1997 and 1996, respectively. During 1997, new loans of $15.9 million were made and repayments totaled $10.8 million. All such loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those for comparable transactions with unrelated parties and did not involve more than normal risk of collectibility. NOTE 6. ALLOWANCE FOR LOAN LOSSES A summary of changes in the allowance for loan losses follows:
- -------------------------------------------------------------------------------- (in thousands) 1997 1996 1995 - -------------------------------------------------------------------------------- Balance - January 1 $ 42,166 $ 38,705 $28,579 Allowance of acquired banks --- --- 7,235 Provision for loan losses 15,332 12,126 7,112 Charge-offs (15,585) (12,895) (8,723) Recoveries 3,998 4,230 4,502 -------- -------- ------- Net charge-offs (11,587) (8,665) (4,221) -------- -------- ------- Balance - December 31 $ 45,911 $ 42,166 $38,705 ======== ======== =======
NOTE 7. PREMISES AND EQUIPMENT A summary of premises and equipment follows:
- ----------------------------------------------- December 31, (in thousands) 1997 1996 - ----------------------------------------------- Land $ 12,655 $ 12,575 Buildings 83,810 83,714 Leasehold improvements 5,391 5,341 Furniture and equipment 84,552 82,738 -------- -------- 186,408 184,368 Accumulated depreciation and amortization (116,993) (109,509) -------- -------- Total $ 69,415 $ 74,859 ======== ========
Certain branch facilities and equipment are leased under various operating leases. Total rental expense, including expenses related to these operating leases, was $3.5 million in 1997, $3.4 million in 1996 and $2.6 million in 1995. Future minimum rental commitments under noncancelable operating leases are as follows at December 31, 1997: $2.7 million in 1998; $2.6 million in 1999; $2.2 million in 2000; $1.5 million in 2001; $1.1 million in 2002, and $1.6 million after 2002. NOTE 8. DEPOSITS A summary of deposits follows:
- --------------------------------------------------- December 31, (in thousands) 1997 1996 - --------------------------------------------------- Noninterest-bearing demand $ 600,498 $ 580,742 Interest-bearing demand 376,698 394,756 Savings 1,027,501 1,056,276 Time deposits over $100,000 457,277 386,287 Other time deposits 1,232,372 1,180,690 ---------- ---------- Total $3,694,346 $3,598,751 ========== ==========
Excluded from total deposits are demand deposit account overdrafts which have been reclassified as loans. At December 31, 1997 and 1996, these overdrafts totaled $2.1 million and $1.1 million, respectively. Time deposits with remaining maturities of one year or more are $432.0 million at December 31, 1997. The maturities of these time deposits are as follows: $264.0 million in 1999, $87.5 million in 2000, $48.5 million in 2001, $18.9 million in 2002 and $13.1 million after 2002. NOTE 9. SHORT-TERM BORROWINGS Short-term borrowings consist primarily of federal funds purchased and securities sold under agreements to repurchase. Federal funds purchased are overnight borrowings from other financial institutions. Securities sold under agreements to repurchase are secured transactions done principally with clients and generally mature within thirty days. Other short-term borrowed funds generally consist only of Federal Home Loan Bank borrowings and demand notes to the U.S. Treasury. Information relating to federal funds purchased and securities sold under agreements to repurchase follows:
- ------------------------------------------------------------------------------- (in thousands) 1997 1996 1995 - -------------------------------------------------------------------------------- At December 31: Balance $141,713 $146,903 $136,556 Weighted average interest rate paid 5.12% 4.43% 4.77% During the year: Maximum outstanding at any month-end $226,214 $189,504 $152,429 Daily average 145,152 153,193 134,562 Weighted average interest rate paid 4.72% 4.56% 4.84%
Page 29 61 NOTE 10. LONG-TERM DEBT A summary of long-term debt follows:
- ---------------------------------------------------------------------------------- December 31, (in thousands) 1997 1996 - ---------------------------------------------------------------------------------- Citizens Banking Corporation (Parent only): Floating rate term notes: Maturing October 1997 $ --- $ 1,250 Revolving credit facility: Maturing December 2001 32,991 58,435 --------- -------- Total 32,991 59,685 Subsidiaries: FHLB Note 70,000 20,000 Subordinated debt 4,179 4,118 Other 995 3,023 --------- -------- Total 75,174 27,141 --------- -------- Total long-term debt $ 108,165 $ 86,826 ========= ========
To finance the February 28, 1995 acquisition, the Corporation's Parent company obtained a $115 million seven year amortizing revolving credit facility. The revolving credit facility, maturing in December 2001, is payable in annual payments of $16.5 million with a final payment of $16 million. As of December 31, 1997, the Corporation has repaid the scheduled 1998 and a portion of the 1999 amount due. The outstanding balance of $33 million at December 31, 1997 has fixed rates of 6.38% to 7.65%. Of this amount, $7 million reprices in March 1998 and $13 million in both September 1998 and March 1999. Interest is payable quarterly. The Parent company services the debt's principal and interest payments with dividends from the subsidiary banks. The agreement also requires the Corporation to maintain certain financial covenants. The Corporation is in full compliance with all debt covenants as of December 31, 1997. In 1997, one of the Corporation's subsidiaries originated three long-term borrowings from the Federal Home Loan Bank. The first in May 1997, was for $30 million on a one year note at a fixed interest rate of 6.07%. The second in September 1997, was for $25 million on a five year note at an interest rate of 5.68% which may reprice on September 30, 1999. The third in October 1997, was for $15 million on a two year note at an interest rate of 5.77% which may reprice on October 19, 1998. For the latter two borrowings, the interest rate upon repricing will be based on the three month LIBOR rate. The subordinated debt was assumed by the Corporation as part of the 1995 acquisition and is payable on April 15, 2003. Interest is payable semiannually at a fixed rate of 6.72%. Subsidiary debt assumed by the Corporation as part of the 1997 acquisition consists of a note payable due January 15, 1998. Interest is payable quarterly at a fixed rate of 6.25%. Other subsidiary debt assumed as part of the 1995 and 1997 acquisitions consist of two mortgages due April 1, 2002 and August 1, 2005. Interest is payable monthly at a fixed rate of 14.75% and 75% of the prime rate. Maturities of long-term debt during the next five years follow:
- -------------------------------------------------------------- (in thousands) Parent Subsidiaries Consolidated - -------------------------------------------------------------- 1998 $ --- $30,608 $ 30,608 1999 491 15,027 15,518 2000 16,500 31 16,531 2001 16,000 25,036 41,036 2002 --- 151 151 Over 5 Years --- 4,321 4,321 ------- ------- -------- Total $32,991 $75,174 $108,165 ======= ======= ========
NOTE 11. EMPLOYEE BENEFIT PLANS The Corporation and its subsidiaries maintain various employee benefit plans. Costs of various benefit arrangements charged to operations each year follow:
- --------------------------------------------------------------------------------- Year Ended December 31, (in thousands) 1997 1996 1995 - --------------------------------------------------------------------------------- Defined benefit pension plans: Qualified plan - funded: Service cost $ 1,848 $ 1,981 $ 1,541 Interest cost 2,817 2,615 2,339 Actual return on plan assets (8,564) (5,717) (6,825) Net amortization and deferral 4,330 1,795 2,783 ------- ------- ------- Net cost (income) 431 674 (162) Supplemental plans - unfunded: Service cost 173 104 103 Interest cost 221 164 119 Net amortization and deferral 159 113 38 ------- ------- ------- Net cost 553 381 260 ------- ------- ------- Net pension cost 984 1,055 98 Defined contribution retirement and 401(k) plans 2,111 2,446 2,511 ------- ------- ------- Total benefit cost $ 3,095 $ 3,501 $ 2,609 ======= ======= =======
PENSION PLANS The Corporation maintains a qualified defined benefit plan covering substantially all full-time employees. Under the plan, benefits are based on the employee's length of service and average compensation during the highest consecutive 60 month period out of the final 120 months preceding retirement. The Corporation's funding policy is to contribute annually an amount sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus such additional amounts as the Corporation may determine to be appropriate. Contributions are intended to provide for benefits attributed to past service and for benefits expected to be earned in the future. The funded status and amounts recognized in the Corporation's Consolidated Balance Sheets for the qualified defined benefit plan follow: Page 30 62
- -------------------------------------------------------------------------------- December 31, (in thousands) 1997 1996 - -------------------------------------------------------------------------------- Actuarial present value of benefit obligation: Vested benefits $30,246 $27,168 Nonvested benefits 740 652 ------- ------- Accumulated benefit obligation 30,986 27,820 Effect of projected future compensation levels 9,360 8,390 ------- ------- Projected benefit obligation 40,346 36,210 Plan assets at fair value, primarily listed stocks and bonds, corporate obligations and money market and mutual funds 52,417 45,638 ------- ------- Plan assets in excess of projected benefit obligation 12,071 9,428 Unrecognized net gain (12,223) (8,964) Unrecognized prior service cost 81 98 Unrecognized net asset at transition being recognized over 16 years (723) (924) ------- ------- Accrued pension cost recognized in the Consolidated Balance Sheets $ (794) $ (362) ======= =======
Actuarial assumptions used in determining the benefit obligation at December 31 were:
- --------------------------------------------------- 1997 1996 1995 - --------------------------------------------------- Weighted average discount rate 7.75% 8.00% 7.75% Rate of increase in future compensation levels (1) (1) (1) Long-term rate of return 9.25 9.00 9.00
(1) Scaled by age of plan participant - 9.00% at age 24 or under declining to 4.00% at age 50 or older The Corporation also maintains unfunded supplemental benefit plans, which are nonqualified plans providing certain officers with defined pension benefits in excess of limits imposed by Federal tax law. At December 31, 1997, the projected benefit obligation for these plans totaled $3.0 million, of which $575,000 was subject to later amortization. The remaining $2.4 million is included in other liabilities in the accompanying Consolidated Balance Sheets. At December 31, 1996, the projected benefit obligation for these plans totaled $2.6 million of which $761,000 was subject to later amortization. The remaining $1.8 million is included in other liabilities in the accompanying Consolidated Balance Sheets. DEFINED CONTRIBUTION PLANS The Corporation maintains a defined contribution 401(k) savings plan ("Corporate 401(k) Plan") covering substantially all full-time employees. Under the plan, employee contributions are partially matched by the Corporation. The employer matching contribution is 75 percent of the first 6% (100 percent of the first 3% plus 50 percent of the next 3%) of each eligible employee's qualifying salary contributed to the plan. In addition, one third of these matching contributions are used to fund a postretirement medical savings account established within the plan for each contributing employee. Effective July 1, 1997, the Corporation merged the defined contribution 401(k) savings plan of CB Financial Corporation, the "merged bank" into the Corporate 401(k) Plan. The plan of the merged bank featured a company matching contribution of 25% of the first 6% of each eligible employee's qualifying salary contributed to the plan. The merged bank also maintained a defined contribution retirement plan covering substantially all its full-time employees. Under this plan, the company contributed 8% of the qualifying salary for each eligible employee. This plan was terminated, effective June 30, 1997, by the merged bank. Plan assets of $3.2 million at December 31, 1997 will be distributed to eligible employees pending IRS approval. The contribution for the defined contribution retirement plan amounted to $335,000 in 1997, $594,000 in 1996, and $706,000 in 1995. NOTE 12. POSTRETIREMENT BENEFIT PLAN The Corporation maintains an unfunded postretirement defined benefit plan offering medical and life insurance benefits. This plan provides postretirement medical benefits at its Michigan subsidiary to full-time employees who retire at normal retirement age, have attained age 50 prior to January 1, 1993 and have at least 15 years of credited service under the Corporation's defined benefit pension plan. This plan is subject to a vesting schedule, is contributory and contains other cost-sharing features such as deductibles and coinsurance. Retirees not meeting the above eligibility requirements may participate in the medical benefit provided by the plan, as amended, at their own cost. Those retired prior to January 1, 1993 receive benefits provided by the plan prior to its amendment. That plan includes dental care, has some contribution requirements, and has less restrictive eligibility requirements. Under either plan, life insurance is provided to all retirees on a reducing basis for 5 years. In addition, the merged bank maintained an unfunded postretirement defined benefit plan providing subsidized health care to full-time employees hired before April 1, 1993 who retire at normal retirement age with at least 10 years of credited service or at age 60 with at least 18 years of credited service. The Corporation maintains this plan to provide postretirement benefits to retirees and eligible active employees of the merged bank. In December 1997, eligibility requirements for current employees were modified, effective January 1, 1998, to conform with the Corporations' other postretirement plan, as amended. This resulted in a curtailment gain of $272,000 which was recognized through a reduction in Page 31 63 the plans previously unrecognized net deferred loss. The following table presents the unfunded status of the plans reconciled with amounts recognized in the Corporation's Consolidated Balance Sheets at December 31:
- -------------------------------------------------------------------------------- (in thousands) 1997 1996 - -------------------------------------------------------------------------------- Accumulated postretirement benefit obligation: Retirees $(13,011) $(12,367) Fully eligible plan participants (37) (5) Other active plan participants (465) (535) -------- -------- Total unfunded obligation (13,513) (12,907) Unrecognized net gain (1,825) (2,631) Unrecognized prior service cost (1,154) (1,592) -------- -------- Accrued postretirement benefit cost $(16,492) $(17,130) ======== ========
Net periodic postretirement benefit cost includes the following components:
- -------------------------------------------------------------------------------- Year Ended December 31, (in thousands) 1997 1996 1995 - -------------------------------------------------------------------------------- Service cost $ 40 $ 32 $ 647 Interest cost 995 984 973 Net amortization and deferral (565) (553) (626) ------- ------- ------- Net periodic postretirement benefit cost $ 470 $ 463 $ 994 ======= ======= =======
The weighted-average discount rate used in determining the accumulated postretirement benefit obligation is 7.75% at December 31, 1997 and was 8.00% (7.50% for the merged bank plan) at December 31, 1996. The weighted-average annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) is 7% for 1998 (8% for 1997) and is assumed to decrease 1% annually to 5% by the year 2000 and remain at that level thereafter. Prior to 1997, the merged bank plan health care cost trend rate (9.9% at December 31, 1996) was assumed to decrease 0.7% annually to 5% by the year 2004 and remain at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percent in each year would increase the accumulated postretirement benefit obligation as of December 31, 1997 and 1996 by $1.2 and $1.1 million, respectively, and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for 1997 by $95,000. NOTE 13. INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Corporation's deferred tax assets and liabilities as of December 31, 1997 and 1996 follow:
- -------------------------------------------------------------------------------- (in thousands) 1997 1996 - -------------------------------------------------------------------------------- Deferred tax assets: Allowance for loan losses $16,069 $14,696 Accrued postemployment benefits other than pensions 5,772 6,031 Accrued restructuring charge 1,713 --- Other deferred tax assets 5,702 5,372 ------- ------- Total deferred tax assets 29,256 26,099 ------- ------- Deferred tax liabilities: Acquisition premium on loans 4,222 2,996 Tax over book depreciation 1,783 2,593 Net unrealized gains on securities 2,079 137 Other deferred tax liabilities 1,682 3,956 ------- ------- Total deferred tax liabilities 9,766 9,682 ------- ------- Net deferred tax assets $19,490 $16,417 ======= =======
Income tax expense (benefit) consists of the following:
- ------------------------------------------------- Year Ended December 31, (in thousands) 1997 1996 1995 - ------------------------------------------------- Currently payable $19,255 $19,433 $15,564 Deferred tax credit (4,714) (2,391) (607) ------- ------- ------- Total income tax expense $14,541 $17,042 $14,957 ======= ======= =======
A reconciliation of income tax expense to the amount computed by applying the Federal statutory rate of 35% to income before income taxes follows: - -------------------------------------------------------------------------------- Year Ended December 31, (in thousands) 1997 1996 1995 - -------------------------------------------------------------------------------- Tax at Federal statutory rate applied to income before income taxes $16,117 $20,813 $18,609 Increase (decrease) in taxes resulting from: Tax-exempt interest (3,534) (3,887) (4,024) Other 1,958 116 372 ------- ------- ------- Total income tax expense $14,541 $17,042 $14,957 ======= ======= =======
Page 32 64 NOTE 14. EARNINGS PER SHARE A reconciliation of the numerators and denominators of the basic and diluted earning per share computations follows:
- -------------------------------------------------------------------------------- Year Ended December 31, (in thousands) 1997 1996 1995 - -------------------------------------------------------------------------------- Numerator: Numerator for basic and dilutive earnings per share -- net income available to common shareholders $31,508 $42,425 $38,211 Denominator: Denominator for basic earnings per share -- weighted average shares 27,879 27,845 27,575 Effect of dilutive securities -- potential conversion of employee stock options 541 414 549 ----------- ---------- ---------- Denominator: Denominator for diluted earnings per share -- adjusted weighted-average shares and assumed conversions 28,420 28,259 28,124 =========== ========== ========== Basic earnings per share $ 1.13 $ 1.52 $ 1.39 =========== ========== ========== Diluted earnings per share $ 1.11 $ 1.50 $ 1.36 =========== ========== ==========
At year end 1997, all outstanding employee stock options were dilutive. For additional disclosures regarding the employee stock options see Note 15. NOTE 15. SHAREHOLDERS' EQUITY In October 1997, the Corporation declared a three-for-two stock split effected in the form of a dividend paid November 18, 1997 to shareholders of record on October 27, 1997. All share and per share amounts have been restated to give effect to the split. SHAREHOLDERS' RIGHTS PLAN The Corporation's Shareholders' Rights Plan is designed to provide certain assurances that all shareholders are treated fairly in connection with certain types of business transactions involving an attempt to acquire controlling interest in the Corporation. Under the plan, one right attaches to each outstanding share of common stock and represents the right to purchase from the Corporation 1/100th of a share of a new series of preferred stock at the initial exercise price of $25.00 per 1/100th of a share. The rights become exercisable only if a person or group without Board approval announces an intention to acquire 15% or more of the Corporation's outstanding common stock or makes a tender offer for that amount of stock. Upon the occurrence of such an event, the right "flips in" and becomes the right to purchase one share of common stock of the Corporation or the surviving company at 50% of the market price. These rights are redeemable by the Board for 1/3 of $0.01 per right and expire July 20, 2000. The rights will cause substantial dilution to a person or entity attempting to acquire the Corporation without conditioning the offer on the rights being redeemed by the Board. STOCK REPURCHASE PLAN The Corporation initiated a stock repurchase program in November 1987. This program, which was expanded several times, allowed for the repurchase of 2,400,000 shares. Effective January 27, 1997, the Corporation's stock repurchase plan was formally rescinded by its Board of Directors in conjunction with the agreement to acquire CB Financial Corporation. A total of 1,891,455 shares were repurchased under the program at an average price of $10.56 per share. Shares of common stock in treasury have been accorded the treatment as if retired. All shares were reissued in connection with the July 1, 1997 merger. STOCK OPTION PLAN The Corporation's stock option plan, as amended and restated in April 1997, authorizes the granting of incentive and nonqualified stock options, tandem preciation rights, restricted stock and performance share grants to key employees. Aggregate grants under the plan may not exceed 3,000,000 shares within any six year period and are limited annually to 3% of the Corporation's outstanding common stock as of the first day of the year, plus any unused shares that first become available for grants in the prior year. Stock options outstanding under the plan were granted at a price not less than the fair market value of the shares on the date of grant. Replacement options may be granted upon exercise of a nonqualified stock option by payment of the exercise price with shares of the Corporation's common stock. A replacement option provides the employee with a new option to purchase the number of shares surrendered at an option price equal to the fair market value of the Corporation's common stock on the date the underlying nonqualified stock option is exercised. During 1997, 1996 and 1995, 167,705, 215,397, and 253,391 shares, respectively, were surrendered by employees for payment to the Corporation for stock option exercises for which an equal number of replacement options were granted. Options may be granted until January 16, 2002. The options terminate ten years from the date of grant and are exercisable beginning six months from the date of grant or for certain options, granted since April 1992, are exercisable subject to a predetermined option vesting schedule based on achievement of certain return on average asset targets. As of Page 33 65 December 31, 1997, 334,452 options were not exercisable subject to future achievement of the performance targets. Canceled or expired options become available for future grants. The Corporation has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock issued to Employees" ("APB 25") and related Interpretations in accounting for its employee stock options as permitted by Financial Accounting Standards Board Statement No. 123, "Accounting for Stock-Based Compensation." Under APB 25, no compensation expense is recognized by the Corporation because the exercise price of the stock options equals the market price of the underlying stock on the date of grant. Although Statement 123 requires certain proforma disclosures regarding net income and earnings per share, the effect of applying the fair value method of Statement 123 to the Corporation's stock option awards results in net income and earnings per share that are not materially different from amounts reported. A summary of stock option transactions under the plan for 1997, 1996 and 1995 follows:
- ----------------------------------------------------------------- Options Option Price ---------------------- ---------------------- Available Per Share for Grant Outstanding Range Average - ----------------------------------------------------------------- January 1, 1995 971,202 1,689,983 $6.583-18.167 $11.09 Authorized 206,195 --- --- --- Granted (582,341) 582,341 17.333-20.452 18.15 Exercised --- (561,719) 6.583-17.583 11.79 Canceled 8,295 (8,295) 14.420-17.333 17.06 -------- ---------- ------------- ------- December 31, 1995 603,351 1,702,310 6.583-20.542 13.24 Authorized 275,700 --- --- --- Granted (523,047) 523,047 18.792-20.583 19.64 Exercised --- (417,297) 6.583-20.542 13.86 Canceled 8,955 (8,955) 17.333-19.583 17.71 -------- ---------- ------------- ------- December 31, 1996 364,959 1,799,105 6.583-20.583 14.93 Authorized 251,401 --- --- --- Granted (558,005) 558,005 20.750-22.000 21.73 Exercised --- (477,055) 6.583-20.583 14.91 Canceled 13,938 (13,938) 17.333-19.583 18.70 -------- ---------- ------------- ------- December 31, 1997 72,293 1,866,117 6.583-22.000 16.95 - ----------------- ======== ==========
The following table summarizes information on stock options outstanding at December 31, 1997:
- ---------------------------------------------------------------------------------------------------------- Options Outstanding Options Exercisable ------------------------------------------------------- --------------------------------- Weighted-Average Weighted-Average Weighted-Average Range Outstanding Remaining Life Exercise Price Exercisable Exercise Price - ---------------------------------------------------------------------------------------------------------- $6.583-11.770 473,856 2.6years $ 8.45 473,856 $ 8.45 14.420-22.000 1,392,261 7.3 19.84 1,057,809 19.59 ----------- ----------- 6.583-22.000 1,866,117 6.1 16.95 1,531,665 16.15 =========== ===========
NOTE 16. COMMITMENTS AND CONTINGENT LIABILITIES The Consolidated Financial Statements do not reflect various loan commitments (unfunded loans and unused lines of credit) and letters of credit originated in the normal course of business. Loan commitments are made to accommodate the financial needs of clients. Generally, new loan commitments do not extend beyond 90 days and unused lines of credit are reviewed at least annually. Letters of credit guarantee future payment of client financial obligations to third parties. They are issued primarily for services provided or to facilitate the shipment of goods, and generally expire within one year. Page 34 66 Both arrangements have essentially the same level of credit risk as that associated with extending loans to clients and are subject to the Corporation's normal credit policies. Inasmuch as these arrangements generally have fixed expiration dates or other termination clauses, most expire unfunded and do not necessarily represent future liquidity requirements. Collateral is obtained based on management's assessment of the client and may include receivables, inventories, real property and equipment. Amounts available to clients under loan commitments and letters of credit follow:
- -------------------------------------------------------------------------------- December 31, ---------------------- (in thousands) 1997 1996 - -------------------------------------------------------------------------------- Loan commitments: Commercial $ 746,926 $ 708,719 Real estate construction 32,883 33,718 Real estate mortgage 25,023 24,794 Credit card and home equity credit lines 356,535 316,785 Other consumer 21,333 20,751 ---------- ---------- Total $1,182,700 $1,104,767 ========== ========== Standby letters of credit $ 32,541 $ 27,759 - --------------------------------------------------------------------------------
The Corporation and its subsidiaries are parties to litigation arising in the ordinary course of business. Management believes that the aggregate liability, if any, resulting from these proceedings would not have a material effect on the Corporation's consolidated financial position. NOTE 17. FAIR VALUES OF FINANCIAL INSTRUMENTS The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of Financial Accounting Standards Board Statement No. 107, "Disclosure About Fair Value of Financial Instruments" ("SFAS 107"). Where quoted market prices are not available, as is for a significant portion of the Corporation's financial instruments, the fair values are based on estimates using present value or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the derived fair value estimates presented herein cannot be substantiated by comparison to independent markets and are not necessarily indicative of the amounts the Corporation could realize in a current market exchange. In addition, the fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, the Corporation has a substantial trust department that contributes net fee income annually. The trust department is not considered a financial instrument and its value has not been incorporated into the fair value estimates. Other significant assets and liabilities that are not considered financial assets or liabilities include the Corporation's brokerage network, net deferred tax asset, premises and equipment, goodwill and deposit based intangibles. In addition, tax ramifications related to the recognition of unrealized gains and losses such as those within the investment securities portfolio can also have a significant effect on estimated fair values and have not been considered in the estimates. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Corporation. The estimated fair values of the Corporation's financial instruments follow:
- ------------------------------------------------------------------------------------------------- DECEMBER 31, 1997 December 31, 1996 --------------------- --------------------- CARRYING ESTIMATED Carrying Estimated (in thousands) AMOUNT FAIR VALUE Amount Fair Value - ------------------------------------------------------------------------------------------------- Financial assets: Cash and money market investments $ 180,573 $ 180,600 $ 200,910 $ 200,900 Investment securities 575,382 575,400 717,058 717,100 Net loans(1) 3,458,024 3,525,600 3,140,470 3,177,300 Financial liabilities: Deposits 3,694,346 3,699,200 3,598,751 3,608,100 Short-term borrowings 174,866 174,900 176,805 176,800 Long-term debt 108,165 108,600 86,826 87,000 Off-balance sheet financial instrument liabilities: Loan commitments --- 1,614 --- 1,180 Standby and commercial letters of credit --- 173 --- 127 - -------------------------------------------------------------------------------------------------
(1) Excludes lease financing which for purposes of SFAS 107 disclosure is not considered a financial instrument. Page 35 67 The various methods and assumptions used by the Corporation in estimating fair value for its financial instruments are set forth below: CASH AND MONEY MARKET INVESTMENTS The carrying amounts reported in the balance sheet for cash and money market investments approximate those assets' fair values because they mature within six months and do not present unanticipated credit concerns. INVESTMENT SECURITIES (INCLUDING MORTGAGE-BACKED AND ASSET-BACKED SECURITIES) The carrying amounts reported in the balance sheet for investment securities approximate those assets' fair values as all investment securities are being classified in the available-for-sale category. SFAS 115 requires securities carried in the available-for-sale category to be carried at fair value. See Note 3. The fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. LOANS RECEIVABLE Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, commercial real estate, residential mortgage, credit card, and other consumer. Each loan category is further segmented into fixed and variable-rate interest types and for certain categories by performing and nonperforming. For performing variable-rate loans that reprice frequently (within six months) and with no significant change in credit risk, fair values are based on carrying values. Similarly, for credit card loans with no significant credit concerns and average interest rates approximating current market origination rates, the carrying amount is a reasonable estimate of fair value. Fair values of other loans (e.g., fixed-rate commercial, commercial real estate, residential mortgage and other consumer loans) are estimated by discounting the future cash flows using interest rates currently being offered by the Corporation for loans with similar terms and remaining maturities ("new loan rates"). Management believes the risk factor embedded in the new loan rates adequately represents the credit risk within the portfolios. Fair values for nonperforming loans are estimated after giving consideration to credit risk and estimated cash flows and discount rates based on available market and specific borrower information. The carrying amount of accrued interest for all loan types approximates its fair value. DEPOSIT LIABILITIES Under SFAS 107, the fair value of demand deposits (e.g., interest and noninterest checking, passbook savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for certificates of deposit are based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for certificates of similar remaining maturities. SHORT-TERM BORROWINGS The carrying amounts of federal funds purchased, securities sold under agreement to repurchase and other short-term borrowings approximate their fair values. LONG-TERM DEBT The carrying value of the Corporation's variable-rate long-term debt approximates its fair value. The fair value of its fixed-rate long-term debt (other than deposits) is estimated using discounted cash flow analyses, based on the Corporation's current incremental borrowing rates for similar types of borrowings arrangements. LOAN COMMITMENTS AND LETTERS OF CREDIT The fair value of loan commitments and letter of credit guarantees is based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. NOTE 18. REGULATORY MATTERS The Federal Reserve Bank requires the Corporation's banking subsidiaries to maintain certain noninterest-bearing deposits. These reserve balances vary depending upon the level of client deposits in the subsidiary banks. During 1997 and 1996, the average reserve balances were $ 28.8 million and $ 43.0 million, respectively. The bank subsidiaries are also subject to limitations under banking laws on extensions of credit to members of the affiliate group and on dividends that can be paid to the Corporation. Generally extensions of credit are limited to 10% to any one affiliate and 20% in aggregate to all affiliates of a subsidiary bank's capital and surplus (net assets) as defined. Unless prior regulatory approval is obtained, dividends declared in any calendar year may not exceed the retained net profit, as defined, of that year plus the retained net profit of the preceding two years. At January 1, 1998, no additional amounts could be distributed by the bank subsidiaries to the Corporation without regulatory approval. Any future earnings will also become Page 36 68 available for such dividends. The Corporation and it's banking subsidiaries are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines must be met that involve quantitative measures of the assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Corporation and it's banking subsidiaries to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 1997, that the Corporation and it's banking subsidiaries meet all capital adequacy requirements to which it is subject. As of December 31, 1997, the most recent notification from the Federal Reserve Board categorized the Corporation and it's banking subsidiaries as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Corporation and it's banking subsidiaries must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes would result in a change. The Corporation and it's significant subsidiary, Citizens Bank, actual capital amounts and ratios are also presented in the table.
- ----------------------------------------------------------------------------------------------------- To Be Well Capitalized For Capital Adequacy Under Prompt Corrective RISK BASED CAPITAL Actual Purposes Action Provisions REQUIREMENTS -------------- -------------------- -------------------------- (in thousands) Amount Ratio Amount Ratio Amount Ratio - ----------------------------------------------------------------------------------------------------- CITIZENS BANKING CORPORATION AS OF DECEMBER 31, 1997: Total Capital(1) $390,230 11.0% $283,042 > 8.0% $353,803 > 10.0% - - Tier I Capital(1) 345,984 9.8 141,521 > 4.0 212,282 > 6.0 - - Tier I Leverage(2) 345,984 8.0 173,458 > 4.0 216,823 > 5.0 - - As of December 31, 1996: Total Capital(1) 357,416 11.1 258,887 > 8.0 323,609 > 10.0 - - Tier I Capital(1) 318,100 9.8 129,443 > 4.0 194,165 > 6.0 - - Tier I Leverage(2) 318,100 7.5 169,181 > 4.0 211,476 > 5.0 - - CITIZENS BANK AS OF DECEMBER 31, 1997: Total Capital(1) $388,017 11.7% $266,192 > 8.0% $332,740 > 10.0% - - Tier I Capital(1) 346,398 10.4 133,096 > 4.0 199,644 > 6.0 - - Tier I Leverage(2) 346,398 8.5 163,783 > 4.0 204,728 > 5.0 - - As of December 31, 1996: Total Capital(1) 356,633 11.9 240,653 > 8.0 300,816 > 10.0 - - Tier I Capital(1) 320,161 10.6 120,326 > 4.0 180,490 > 6.0 - - Tier I Leverage(2) 320,161 8.1 158,916 > 4.0 198,646 > 5.0 - - - ----------------------------------------------------------------------------------------------------
(1) To risk weighted assets. (2) To quarterly average assets. Page 37 69 NOTE 19. CITIZENS BANKING CORPORATION (PARENT ONLY) STATEMENTS
- --------------------------------------------------------------------------------- BALANCE SHEETS CITIZENS BANKING CORPORATION (PARENT ONLY) December 31, (in thousands) 1997 1996 - --------------------------------------------------------------------------------- ASSETS: Cash $ 5 $ 5 Interest-bearing deposit with subsidiary bank 7,000 25,134 Money market investments 1,976 2,043 Loans - commercial paper 2,000 10,000 Investment securities 135 98 Investment in subsidiaries - principally banks 429,015 411,854 Goodwill - net 3,449 4,245 Other assets 3,622 3,515 ------------------- -------- TOTAL ASSETS $447,202 $456,894 =================== ======== LIABILITIES AND SHAREHOLDERS' EQUITY: Long-term debt $ 32,991 $ 59,685 Other liabilities 4,369 5,188 ------------------- -------- Total liabilities 37,360 64,873 Shareholders' equity 409,842 392,021 ------------------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $447,202 $456,894 =================== ========
STATEMENTS OF INCOME CITIZENS BANKING CORPORATION (PARENT ONLY) - ---------------------------------------------------------------------------------------------- Year Ended December 31, (in thousands) 1997 1996 1995 - ---------------------------------------------------------------------------------------------- INCOME Dividends from subsidiaries - principally banks $21,483 $56,487 $27,749 Interest from bank subsidiary 657 794 1,413 Service fees from bank subsidiaries 9,467 --- --- Other 254 860 1,605 ------- -------- ------- Total 31,861 58,141 30,767 ------- -------- ------- EXPENSES Interest 2,978 5,594 7,374 Amortization of goodwill 796 796 796 Salaries and employee benefits 9,731 867 764 Service fees paid to subsidiaries 1,339 1,265 1,054 Other noninterest expense 1,723 1,078 949 ------- -------- ------- Total 16,567 9,600 10,937 Income before income taxes and equity in undistributed earnings of subsidiaries 15,294 48,541 19,830 Income tax benefit 2,662 3,257 3,195 Equity in undistributed (dividends in excess of) earnings of subsidiaries - principally banks 13,552 (9,373) 15,186 ------- ------ ------- NET INCOME $31,508 $42,425 $38,211 ======= ======= =======
Page 38 70
- ------------------------------------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS CITIZENS BANKING CORPORATION (PARENT ONLY) Year Ended December 31, (in thousands) 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $ 31,508 $ 42,425 $ 38,211 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of goodwill 796 796 796 Dividends in excess of (equity in undistributed) earnings of subsidiaries (13,552) 9,373 (15,186) Other (945) 1,244 (967) ------------ ------- ----------- Net cash provided by operating activities 17,807 53,838 22,854 ------------ -------- ----------- INVESTING ACTIVITIES Net (increase) decrease in interest-bearing deposit at subsidiary bank 18,134 4,866 (30,000) Net (increase) decrease in money market investments 67 12,501 (33) Purchases of investment securities --- (8) --- Proceeds from sales and maturities of investment securities 10 136 5,146 Net (increase) decrease in loans 8,000 (10,000) 5,000 Capital contribution to subsidiary --- --- (85,000) ------------ -------- ------------ Net cash provided (used) by investing activities 26,211 7,495 (104,887) ------------ -------- ------------ FINANCING ACTIVITIES Proceeds from issuance of long-term debt --- --- 115,000 Principal reductions in long-term debt (26,694) (41,194) (19,072) Cash dividends paid (19,286) (17,890) (16,131) Proceeds from stock options exercised 1,962 1,523 2,237 Shares acquired for retirement --- (3,772) --- ------------ -------- ------------ Net cash provided (used) by financing activities (44,018) (61,333) 82,034 ------------ -------- ------------ Net increase in cash --- --- 1 Cash at beginning of year 5 5 4 ------------ -------- ------------ Cash at end of year $ 5 $ 5 $ 5 ============ ======== ============
Page 39 71 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS BOARD OF DIRECTORS CITIZENS BANKING CORPORATION We have audited the accompanying consolidated balance sheet of Citizens Banking Corporation and subsidiaries as of December 31, 1997 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for the year ended December 31, 1997. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Citizens Banking Corporation and subsidiaries at December 31, 1997 and the consolidated results of their operations and their cash flows for the year ended December 31, 1997, in conformity with generally accepted accounting principles. We previously audited and reported on the consolidated balance sheet at December 31, 1996 and the related consolidated statements of income, changes in shareholders' equity, and cash flows of Citizens Banking Corporation and subsidiaries for the each of the two years in the period ended December 31, 1996 prior to their restatement for the 1997 pooling of interests as described in Note 2. The contribution of Citizens Banking Corporation to total assets, revenues, and net income represented 81%, 82%, and 88% of the 1996 restated totals. Financial statements of the other pooled company included in the 1996 and 1995 restated consolidated statements were audited and reported on separately by other auditors. We also have audited, as to combination only, the accompanying consolidated balance sheet as of December 31, 1996 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the two years in the period ended December 31, 1996, after restatement for the 1997 pooling of interests; in our opinion, such consolidated financial statements have been properly combined on the basis described in Note 2 to the consolidated financial statements. /s/ ERNST & YOUNG LLP Detroit, Michigan January 15, 1998 Page 40 72 REPORT OF MANAGEMENT MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation of the consolidated financial statements and all other financial information appearing in this Annual Report. The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles. SYSTEM OF INTERNAL CONTROLS The Corporation maintains a system of internal controls designed to provide reasonable assurance that assets are safe-guarded and that the financial records are reliable for preparing Consolidated Financial Statements. The selection and training of qualified personnel and the establishment and communication of accounting and administrative policies and procedures are elements of this control system. The effectiveness of the internal control system is monitored by a program of internal audit and by independent certified public accountants ("independent auditors"). Management recognizes that the cost of a system of internal controls should not exceed the benefits derived and that there are inherent limitations to be considered in the potential effectiveness of any system. Management believes the Corporation's system provides the appropriate balance between costs of controls and the related benefits. AUDIT COMMITTEE OF THE BOARD The Audit Committee of the Board of Directors, comprised entirely of outside directors, recommends the independent auditors who are engaged upon approval by the Board of Directors. The committee meets regularly with the internal auditor and the independent auditors to review timing and scope of audits and review audit reports. The internal auditor and the independent auditors have free access to the Audit Committee. INDEPENDENT AUDITORS The Consolidated Financial Statements in this Annual Report have been audited by the Corporation's independent auditors, Ernst & Young LLP, for the purpose of determining that the Consolidated Financial Statements are free of material misstatement. Their audit considered the Corporation's internal control structure to the extent necessary to determine the scope of their auditing procedures. JOHN W. ENNEST ROBERT J. VITITO John W. Ennest Robert J. Vitito Vice Chairman, President and Chief Executive Officer Chief Financial Officer and Treasurer Page 41 73 (FRONT OF CARD) CITIZENS BANKING CORPORATION FLINT, MICHIGAN PROXY BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS - APRIL 21, 1998 The undersigned shareholder of Citizens Banking Corporation (the "Corporation") hereby appoints Victor E. George and Edward P. Abbott or either of them, my proxies or proxy, with full power of substitution to vote all shares of stock of the Corporation that the undersigned would be entitled to vote at the annual meeting of shareholders of the Corporation to be held in the Michigan Rooms, located in the Harding Mott University Center at the University or Michigan-Flint, Flint, Michigan, on Tuesday April 21, 1998, at 10:00 a.m. local time, and at any adjournments thereof, and upon the matters referred to on the reverse side of this proxy, all of which are being proposed by the Corporation, and in their discretion, upon such other matters as may properly come before the meeting including the election of any person to the Board of Directors where a nominee named in the Proxy Statement dated March 16, 1998 is unable to serve or, for good cause, will not serve. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH NOMINEE NAMED AND FOR THE PROPOSAL LISTED ON THE REVERSE SIDE OF THIS PROXY. For participants in the Corporation's Amended and Restated Section 401(k) Plan ("Plan"), this card also provides voting instructions to the Trustee under the Plan for the undersigned's allowable portion, if any, of the total number of shares of Common Stock of the Corporation held by such Plan as indicated on the reverse side hereof. These voting instructions are solicited and will be carried out in accordance with the applicable provisions of the Plan. The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement dated March 16, 1998 and ratifies all that the proxies or either of them or their substitutes may lawfully do or cause to be done by virtue hereof and revokes all former proxies. 74 (BACK OF CARD) Please mark your votes as indicated in [x] this example 1. ELECTION OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED. For all nominees Withhold Class III (three year term): Stephen J. listed (except as Authority Lazaroff, William F. Nelson Jr., William C. marked to the as to all Shedd, James E. Truesdell Jr., Charles R. contrary) nominees Weeks and Kendall B. Williams. listed TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, DRAW A LINE THROUGH THE NOMINEE'S NAME. [ ] [ ] 2. Proposal to amend Article III of the Corporation's Restated Articles of Incorporation to increase the total authorized common shares from 40,000,000 shares without par value to 100,000,000 shares without par value. FOR AGAINST ABSTAIN [ ] [ ] [ ] Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as Attorney, Executor, Personal Representative, Administrator, Trustee or Guardian, please give full title as such. If signing on behalf of a corporation please sign in full corporate name by President or other authorized officer. If signing on behalf of a partnership, please sign in partnership name by authorized person. Dated: _________________________________, 1998. _______________________________________________ Signature _______________________________________________ Signature if held jointly -----END PRIVACY-ENHANCED MESSAGE-----