M&T Bank Corporation Announces Second Quarter Results
PRNewswire-FirstCall
BUFFALO, N.Y.

M&T Bank Corporation ("M&T") today reported its results of operations for the quarter ended June 30, 2004.

GAAP Results of Operations. Diluted earnings per share measured in accordance with generally accepted accounting principles ("GAAP") for the second quarter of 2004 were $1.53, up 39% from $1.10 in the year-earlier period. GAAP-basis net income in the recent quarter totaled $184 million, 38% higher than $134 million in the second quarter of 2003. GAAP-basis net income for the second quarter of 2004 expressed as an annualized rate of return on average assets and average common stockholders' equity was 1.45% and 13.12%, respectively, up from 1.10% and 10.00%, respectively, in the year-earlier quarter.

M&T's results for the recently completed quarter reflect the impact of a partial reversal of a valuation allowance for possible impairment of capitalized residential mortgage servicing rights of $22 million. After applicable income tax effect, such reversal added $13 million to net income, or $.11 per diluted share. The reduction of the valuation allowance reflects the increase in the value of capitalized mortgage servicing rights resulting from higher residential mortgage loan interest rates at the recent quarter-end as compared with March 31, 2004. M&T had recognized a provision for impairment of capitalized mortgage servicing rights in the second quarter of 2003 of $18 million that after applicable income tax effect reduced that quarter's net income by $11 million, or $.09 per diluted share. The 2003 impairment charge reflected the impact of declining interest rates during last year's second quarter on the value of capitalized mortgage servicing rights.

M&T's results for 2003's second quarter also reflect merger-related expenses incurred in connection with the April 1, 2003 acquisition of Allfirst Financial Inc. ("Allfirst"). Such expenses totaled $22 million, after applicable tax effect, or $.17 per diluted share, and represented costs for professional services, travel, and other expenses associated with the acquisition and the related integration of data processing and other operating systems and functions. There were no similar expenses in the second quarter of 2004.

For the six months ended June 30, 2004, GAAP-basis diluted earnings per share increased 23% to $2.83 from $2.30 in the similar 2003 period. On the same basis, net income for the first half of 2004 totaled $344 million, 37% higher than $251 million in the year-earlier period. Merger-related expenses incurred during the first two quarters of 2003 associated with the acquisition of Allfirst were $25 million, after applicable tax effect, or $.23 per diluted share. There were no merger-related expenses in the first six months of 2004. GAAP-basis net income for the six-month period ended June 30, 2004 expressed as an annualized rate of return on average assets and average common stockholders' equity was 1.37% and 12.15%, respectively, compared with 1.23% and 11.67%, respectively, in the corresponding 2003 period.

Supplemental Reporting of Non-GAAP Results of Operations. Since 1998, M&T has consistently provided supplemental reporting of its results on a "net operating" or "tangible" basis, from which M&T excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts) and expenses associated with merging acquired operations into M&T, since such expenses are considered by management to be "nonoperating" in nature. Although "net operating income" as defined by M&T is not a GAAP measure, M&T's management believes that this information helps investors understand the effect of acquisition activity in reported results. Amortization of core deposit and other intangible assets, after tax effect, was $12 million ($.10 per diluted share) in the recent quarter, compared with $14 million ($.11 per diluted share) in the year-earlier quarter. Similar after tax effect amortization charges for the six months ended June 30, 2004 and 2003 were $25 million ($.20 per diluted share) and $21 million ($.20 per diluted share), respectively.

Diluted net operating earnings per share, which exclude the impact of amortization of core deposit and other intangible assets and merger-related expenses, were $1.63 in the second quarter of 2004, 18% higher than $1.38 in the corresponding quarter of 2003. Net operating income during the recent quarter was $196 million, up 16% from $169 million in the year-earlier quarter. Expressed as an annualized rate of return on average tangible assets and average tangible stockholders' equity, net operating income was 1.64% and 30.12%, respectively, in 2004's second quarter, improved from 1.48% and 29.89% in the second quarter of 2003.

For the six-month period ended June 30, 2004, diluted net operating earnings per share were $3.03, up 11% from $2.73 in the corresponding 2003 period. Net operating income for the first half of 2004 rose 24% to $369 million from $297 million in the corresponding 2003 period. For the first six months of 2004, net operating income expressed as an annualized rate of return on average tangible assets and average tangible equity was 1.56% and 27.95%, respectively, compared with 1.54% and 27.39% in the similar 2003 period.

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

                                   Three months ended   Six months ended
                                        June 30             June 30
                                     2004     2003       2004     2003
                                   -------  -------    -------  -------
                                      (in thousands, except per share)

  Diluted earnings per share      $   1.53     1.10       2.83     2.30
  Amortization of core deposit
   and other intangible assets(1)      .10      .11        .20      .20
  Merger-related expenses(1)             -      .17          -      .23
                                   -------  -------    -------  -------
  Diluted net operating earnings
   per share                      $   1.63     1.38       3.03     2.73
                                   =======  =======    =======  =======

  Net income                      $184,385  134,040    343,875  250,578
  Amortization of core deposit
   and other intangible assets(1)   11,773   13,883     24,706   20,977
  Merger-related expenses(1)             -   21,513          -   25,112
                                   -------  -------    -------  -------

  Net operating income            $196,158  169,436    368,581  296,667
                                   =======  =======    =======  =======

   (1) After any related tax effect


  Reconciliation of Total Assets and Equity to Tangible Assets and Equity.

A reconciliation of average assets and equity with average tangible assets and average tangible equity follows:

                                   Three months ended   Six months ended
                                        June 30             June 30
                                     2004     2003       2004     2003
                                   -------  -------    -------  -------
                                              (in millions)

  Average assets                  $51,251   49,010     50,583   41,062
  Goodwill                         (2,904)  (2,893)    (2,904)  (2,000)
  Core deposit and other
   intangible assets                 (210)    (295)      (220)    (204)
  Deferred taxes                        -        -          -        -
                                  -------  -------    -------  -------
  Average tangible assets         $48,137   45,822     47,459   38,858
                                  =======  =======    =======  =======

  Average equity                  $ 5,654    5,377      5,693    4,328
  Goodwill                         (2,904)  (2,893)    (2,904)  (2,000)
  Core deposit and other
   intangible assets                 (210)    (295)      (220)    (204)
  Deferred taxes                       79       85         83       61
                                  -------  -------    -------  -------
  Average tangible equity         $ 2,619    2,274      2,652    2,185
                                  =======  =======    =======  =======

Taxable-equivalent Net Interest Income. As a result of growth in average earning assets, taxable-equivalent net interest income increased to $438 million in the second quarter of 2004 from $435 million in the year-earlier quarter. Average earning assets totaled $44.9 billion in the recent quarter, compared with $42.4 billion in the second quarter of 2003. Largely offsetting the favorable impact of higher earning assets was a narrowing of M&T's net interest margin, or taxable-equivalent net interest income expressed as an annualized percentage of average earning assets, to 3.92% in 2004's second quarter from 4.12% in the year-earlier period. The primary factor for such decline was a lower interest rate environment which resulted in the yields on earning assets decreasing more than the rates paid on interest-bearing liabilities.

Provision for Credit Losses/Asset Quality. The provision for credit losses totaled $30 million in the second quarter of 2004, compared with $36 million a year earlier. Net charge-offs of loans during the recent quarter were $21 million, compared with $23 million in the year-earlier period. Expressed as an annualized percentage of average loans outstanding, net charge-offs were .23% in 2004's second quarter, compared with .26% in the corresponding 2003 period. Loans classified as nonperforming totaled $190 million, or .51% of total loans at June 30, 2004, down significantly from $319 million or .86% at June 30, 2003. The substantial decrease in nonperforming loans at the recent quarter-end as compared with a year earlier was largely the result of several large commercial loans that are no longer in M&T's loan portfolio due to a combination of sales, payoffs or charge-offs, including a net reduction of nonperforming loans associated with the former Allfirst franchise totaling $78 million. Loans past due 90 days or more and accruing interest were $135 million at the recent quarter-end, compared with $170 million a year earlier. Included in these loans at June 30, 2004 and 2003 were $112 million and $136 million, respectively, of loans guaranteed by government-related entities. Nonperforming loans and loans past due 90 days or more and accruing interest included loans obtained in the Allfirst transaction of $31 million and $19 million, respectively, at June 30, 2004 and $109 million and $33 million, respectively, at June 30, 2003. Assets taken in foreclosure of defaulted loans were $19 million at June 30, 2004, compared with $23 million a year earlier.

Allowance for Credit Losses. The allowance for credit losses totaled $625 million, or 1.66% of total loans, at June 30, 2004, compared with $604 million, or 1.63%, a year earlier. The ratio of M&T's allowance for credit losses to nonperforming loans was 328% and 189% at June 30, 2004 and 2003, respectively.

Noninterest Income and Expense. Noninterest income in the recent quarter totaled $232 million, compared with $233 million in the year-earlier quarter. Increases in deposit account service charges, letter of credit and other credit-related fees, and other revenues were offset by a $14 million decline in mortgage banking revenues. Such decline reflected lower loan origination and sales volumes and the impact of adopting recently issued accounting guidance provided by the Securities and Exchange Commission ("SEC") in SEC Staff Accounting Bulletin ("SAB") No. 105, "Application of Accounting Principles to Loan Commitments." SAB No. 105 addresses the accounting for loans held for sale and loan commitments accounted for as derivative instruments. M&T adopted the SEC guidance effective April 1, 2004 and although such adoption had no economic impact on M&T, it resulted in a $6 million accounting deferral of mortgage banking revenues from the second quarter to the third quarter of 2004. This accounting deferral reflects a delay in the timing of revenue recognition for servicing and certain other cash flows associated with the underlying loans to the time of loan sale. Neither the amount or timing of receipt of such cash flows nor the economic value of the loans and commitments have changed as a result of this accounting guidance.

Noninterest expense in the second quarter of 2004 totaled $357 million, 17% lower than $431 million in 2003's second quarter. Included in such amounts are expenses considered to be nonoperating in nature consisting of amortization of core deposit and other intangible assets of $19 million in 2004 and $23 million in 2003, and merger-related expenses of $33 million in 2003. There were no merger-related expenses in 2004. Exclusive of these nonoperating expenses, noninterest operating expenses were $338 million in the recent quarter, down from $375 million in the second quarter of 2003. The most significant contributor to the lower nonoperating expenses in 2004 was the $22 million partial reversal of the valuation allowance for the impairment of capitalized mortgage servicing rights recorded during the recently completed quarter. As already noted, the partial reversal of the valuation allowance reflects the increase in the value of capitalized mortgage servicing rights resulting from higher residential mortgage loan interest rates at June 30, 2004 as compared with a quarter earlier. An $18 million provision for the impairment of capitalized mortgage servicing rights was recorded during the second quarter of 2003, largely the result of the low interest rate environment that existed at the end of that quarter. Capitalized residential mortgage servicing rights, net of impairment valuation allowance, are included in "other assets" in M&T's consolidated balance sheet and totaled $140 million and $92 million at June 30, 2004 and 2003, respectively.

The efficiency ratio, or noninterest operating expenses divided by the sum of taxable-equivalent net interest income and noninterest income (exclusive of gains and losses from sales of bank investment securities), measures the relationship of operating expenses to revenues. M&T's efficiency ratio was 50.4% in the second quarter of 2004, improved from 56.2% in the year-earlier period.

Commenting on M&T's financial performance during the recent quarter, Michael P. Pinto, Executive Vice President and Chief Financial Officer, said, "M&T's second quarter results reflect continued strong credit quality. During the period, several large nonperforming commercial credits were worked out, resulting in a significant reduction in M&T's nonperforming loans. We continue to be encouraged by growth in our loan portfolios. Furthermore, although residential mortgage banking revenues decreased significantly from 2003's second quarter, the expected reversal of $22 million of the valuation allowance for the impairment of capitalized mortgage servicing rights more than offset that decline." Looking forward to the remainder of 2004, Mr. Pinto commented, "Subject to the impact of future economic and political conditions, at this time we expect that M&T's full-year GAAP-basis diluted earnings per share for 2004 will be consistent with our previously announced estimate."

Balance Sheet. M&T had total assets of $52.1 billion at June 30, 2004, up from $50.4 billion at June 30, 2003. Loans and leases, net of unearned discount, aggregated $37.5 billion at the recent quarter-end, compared with $37.0 billion a year earlier. Deposits were $35.0 billion at June 30, 2004, up from $32.5 billion at June 30, 2003. Total stockholders' equity was $5.7 billion at June 30, 2004, representing 10.86% of total assets, compared with $5.4 billion or 10.78% a year earlier. Common stockholders' equity per share was $48.21 and $45.46 at June 30, 2004 and 2003, respectively. Tangible equity per common share was $22.40 at June 30, 2004, compared with $19.47 at June 30, 2003. In the calculation of tangible equity per common share, stockholders' equity is reduced by the carrying values of goodwill and core deposit and other intangible assets, net of applicable deferred tax balances, which aggregated $3.0 billion and $3.1 billion at June 30, 2004 and 2003, respectively.

In February 2004, M&T announced that it had been authorized by its Board of Directors to purchase up to 5,000,000 shares of its common stock. During the recent quarter, 1,848,900 shares of common stock were repurchased by M&T pursuant to such plan at an average cost per share of $87.19. During the first half of 2004, M&T had repurchased 3,616,800 shares of its common stock at an average cost of $89.41 per share, including 1,367,900 shares repurchased under a November 2001 authorization that was completed during 2004's initial quarter.

Conference Call. Investors will have an opportunity to listen to M&T's conference call to discuss second quarter financial results at 9:00 a.m. Eastern Daylight Saving Time today, July 12, 2004. Those wishing to participate in the call may dial 877-780-2276. International participants, using any applicable international calling codes, may dial 973-582-2700. The conference call will be webcast live on M&T's website at http://ir.mandtbank.com/conference.cfm. A replay of the call will be available until July 13, 2004 by calling 877-519-4471, code 4889769 and 973-341-3080 for international participants. The event will also be archived and available by noon today on M&T's website at http://ir.mandtbank.com/conference.cfm.

Forward-Looking Statements. This news release contains forward-looking statements that are based on current expectations, estimates and projections about M&T's business, management's beliefs and assumptions made by management. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

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

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, including interest rate and currency exchange rate fluctuations, and other Future Factors.

  M&T BANK CORPORATION
  Financial Highlights
                         Three months ended         Six months ended
  Amounts in thousands,       June 30                    June 30
                         ----------------           ----------------
   except per share       2004     2003    Change    2004     2003   Change
                         -------  -------  ------   -------  ------- ------
  Performance

  Net income            $184,385  134,040    38%   $343,875  250,578   37%

  Per common share:
  Basic earnings        $   1.56     1.12    39%   $   2.89     2.36   22%
  Diluted earnings          1.53     1.10    39        2.83     2.30   23
  Cash dividends        $    .40      .30    33    $    .80      .60   33

  Common shares
   outstanding:
  Average -
   diluted (1)           120,655  122,366    -1%    121,486  108,789   12%
  Period end (2)         117,324  119,519    -2     117,324  119,519   -2

  Return on (annualized):
  Average total assets      1.45%    1.10%             1.37%    1.23%
  Average common
   stockholders' equity    13.12%   10.00%            12.15%   11.67%

  Taxable-equivalent
   net interest income  $438,285  435,198     1%   $861,818  754,788   14%

  Yield on average
   earning assets           5.06%    5.50%             5.08%    5.68%
  Cost of interest-
   bearing liabilities      1.39%    1.65%             1.41%    1.75%

  Net interest spread       3.67%    3.85%             3.67%    3.93%
  Contribution of
   interest-free funds       .25%     .27%              .25%     .27%
  Net interest margin       3.92%    4.12%             3.92%    4.20%

  Net charge-offs to
   average total net
   loans (annualized)        .23%     .26%              .22%     .31%

  Net operating results (3)

  Net operating income  $196,158  169,436    16%    368,581  296,667   24%
  Diluted net operating
   earnings per
   common share             1.63     1.38    18        3.03     2.73   11
  Return on (annualized):
  Average tangible assets   1.64%    1.48%             1.56%    1.54%
  Average tangible
   common equity           30.12%   29.89%            27.95%   27.39%
  Efficiency ratio         50.39%   56.20%            53.55%   53.62%

                            At June 30
                         ----------------
  Loan quality             2004     2003   Change
                         -------  -------  ------

  Nonaccrual loans      $181,974  311,881   -42%
  Renegotiated loans       8,163    6,985    17
                         -------  -------
  Total nonperforming
   loans                $190,137  318,866   -40%
                         =======  =======

  Accruing loans past
   due 90 days or more  $134,757  169,753   -21%

  Nonperforming loans
   to total net loans        .51%     .86%
  Allowance for credit
   losses to total
   net loans                1.66%    1.63%

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


  M&T BANK CORPORATION
  Condensed Consolidated Statement of Income

                        Three months ended           Six months ended
                             June 30                     June 30
                         ----------------           ------------------
  Dollars in thousands     2004     2003   Change     2004      2003  Change
                         -------  -------  ------   -------   ------- ------

  Interest income       $560,601  576,396    -3% $1,106,733  1,011,955    9%
  Interest expense       126,805  145,506   -13     253,634    265,098   -4
                         -------  -------           -------    -------

  Net interest income    433,796  430,890     1     853,099    746,857   14

  Provision for
   credit losses          30,000   36,000   -17      50,000     69,000  -28
                         -------  -------           -------    -------

  Net interest income
   after provision
   for credit losses     403,796  394,890     2     803,099    677,857   18

  Other income
  Mortgage banking
  revenues                30,134   43,915   -31      58,392     78,379  -26
  Service charges on
   deposit accounts       91,104   85,882     6     179,429    129,231   39
  Trust income            34,576   33,640     3      68,162     47,839   42
  Brokerage services
   income                 13,245   14,361    -8      27,098     24,409   11
  Trading account and
   foreign exchange gains  3,844    5,689   -32       8,967      6,330   42
  Gain on sales of bank
   investment securities       -      250     -       2,512        483    -
  Other revenues from
   operations             59,431   49,160    21     115,925     79,073   47
                         -------  -------           -------    -------
  Total other income     232,334  232,897     -     460,485    365,744   26

  Other expense
  Salaries and employee
   benefits              202,647  205,481    -1     403,397    329,555   22
  Equipment and net
   occupancy              44,811   47,896    -6      92,183     75,047   23
  Printing, postage
   and supplies            8,494   10,926   -22      18,386     17,939    2
  Amortization of core
   deposit and other
    intangible assets     19,250   22,671   -15      40,398     34,269   18
  Other costs of
   operations             82,005  144,173   -43     192,810    216,615  -11
                         -------  -------           -------    -------
  Total other expense    357,207  431,147   -17     747,174    673,425   11

  Income before income
   taxes                 278,923  196,640    42     516,410    370,176   40

  Applicable income taxes 94,538   62,600    51     172,535    119,598   44
                         -------  -------           -------    -------
  Net income            $184,385  134,040    38%   $343,875    250,578   37%
                         =======  =======           =======    =======

  Summary of merger-related
   expenses included above:
  Salaries and employee
    benefits               $-       3,553             $-         3,838
  Equipment and
   net occupancy            -         800              -           896
  Printing, postage and
   supplies                 -       2,319              -         2,361
  Other costs
   of operations            -      26,486              -        31,508
                         -------  -------           -------    -------
  Total merger-related
   expenses                $-      33,158             $-        38,603
                         =======  =======           =======    =======


  M&T BANK CORPORATION
  Condensed Consolidated Balance Sheet

                                                   June 30
                                           ------------------------
  Dollars in thousands                         2004         2003      Change
                                           -----------   ----------   ------

  ASSETS

  Cash and due from banks                  $ 1,697,173    2,565,621     -34%

  Money-market assets                          167,817      288,929     -42

  Investment securities                      8,161,040    5,945,533      37

  Loans and leases, net of
   unearned discount                        37,522,401   37,001,556       1
  Less: allowance for credit losses            624,516      603,501       3
                                            ----------   ----------

  Net loans and leases                      36,897,885   36,398,055       1

  Goodwill                                   2,904,081    2,904,081       -

  Core deposit and other
   intangible assets                           200,433      283,936     -29

  Other assets                               2,066,029    2,012,973       3
                                            ----------   ----------

  Total assets                             $52,094,458   50,399,128       3%
                                            ==========   ==========


  LIABILITIES AND STOCKHOLDERS' EQUITY

  Noninterest-bearing deposits at
   U.S. offices                            $ 8,204,704    8,764,640      -6%

  Other deposits at U.S. offices            23,030,317   22,364,719       3

  Deposits at foreign office                 3,718,490    1,409,414     164
                                            ----------   ----------

  Total deposits                            34,953,511   32,538,773       7

  Short-term borrowings                      4,862,362    4,631,346       5

  Accrued interest and other liabilities       794,719    1,036,791     -23

  Long-term borrowings                       5,827,180    6,758,781     -14
                                            ----------   ----------

  Total liabilities                         46,437,772   44,965,691       3

  Stockholders' equity (1)                   5,656,686    5,433,437       4
                                            ----------   ----------

  Total liabilities and stockholders'
   equity                                  $52,094,458   50,399,128       3%
                                            ==========   ==========


   (1) Reflects accumulated other comprehensive loss, net of applicable
       income tax effect, of $15.7 million at June 30, 2004 and accumulated
       other comprehensive income, net of applicable income tax effect, of
       $52.4 million at June 30, 2003.



  M&T BANK CORPORATION

  Condensed Consolidated Average Balance Sheet
  and Annualized Taxable-equivalent Rates

                                          Three months ended
                                               June 30
                                  --------------------------------
  Dollars in millions                    2004             2003     Change in
                                  ---------------   --------------
                                  Balance    Rate   Balance   Rate  balance
                                  -------    ----   -------   ----  -------
  ASSETS

  Money-market assets           $    76      .74%     100    1.21%    -24%

  Investment securities           7,943     4.16    5,654    4.41      40

  Loans and leases, net
   of unearned discount
  Commercial, financial, etc      9,464     4.30    9,985    4.34      -5
  Real estate - commercial       12,962     5.60   12,059    6.14       7
  Real estate - consumer          3,218     5.89    3,853    6.18     -16
  Consumer                       11,260     5.46   10,735    6.19       5
                                 ------            ------
  Total loans and leases, net    36,904     5.26   36,632    5.67       1
                                 ------            ------

  Total earning assets           44,923     5.06   42,386    5.50       6

  Goodwill                        2,904             2,893               -

  Core deposit and other
   intangible assets                210               295             -29

  Other assets                    3,214             3,436              -6
                                 ------            ------

  Total assets                  $51,251            49,010              5%
                                 ======            ======

  LIABILITIES AND
   STOCKHOLDERS' EQUITY

  Interest-bearing deposits
  NOW accounts                  $   368      .30      903     .40    -59%
  Savings deposits               15,667      .57   14,428     .79      9
  Time deposits                   6,842     2.13    7,489    2.40     -9
  Deposits at foreign office      2,829      .99      996    1.16    184
                                 ------            ------
  Total interest-bearing
   deposits                      25,706     1.03   23,816    1.30      8
                                 ------            ------

  Short-term borrowings           5,141     1.02    4,789    1.22      7
  Long-term borrowings            5,869     3.30    6,698    3.22    -12
                                 ------            ------

  Total interest-bearing
   liabilities                   36,716     1.39   35,303    1.65      4

  Noninterest-bearing
   deposits                       7,996             7,373              8

  Other liabilities                 885               957             -8
                                 ------            ------

  Total liabilities              45,597            43,633              5

  Stockholders' equity            5,654             5,377              5
                                 ------            ------

  Total liabilities and
   stockholders' equity         $51,251            49,010              5%
                                 ======            ======

  Net interest spread                       3.67             3.85
  Contribution of
   interest-free funds                       .25              .27
  Net interest margin                       3.92%            4.12%


                                           Six months ended
                                               June 30
                                  --------------------------------
  Dollars in millions                    2004             2003     Change in
                                  ---------------   --------------
                                  Balance    Rate   Balance   Rate  balance
                                  -------    ----   -------   ----  -------
  ASSETS

  Money-market assets                81      .87%     337    1.27%    -76%

  Investment securities           7,729     4.13    4,652    4.80      66

  Loans and leases, net
   of unearned discount
  Commercial, financial, etc      9,282     4.19    7,675    4.43     21
  Real estate - commercial       12,742     5.65   10,880    6.33     17
  Real estate - consumer          3,151     5.92    3,519    6.31    -10
  Consumer                       11,199     5.56    9,167    6.23     22
                                 ------            ------
  Total loans and leases, net    36,374     5.29   31,241    5.86     16
                                 ------            ------

  Total earning assets           44,184     5.08   36,230    5.68     22

  Goodwill                        2,904             2,000             45

  Core deposit and other
   intangible assets                220               204              8

  Other assets                    3,275             2,628             25
                                 ------            ------

  Total assets                  $50,583            41,062             23%
                                 ======            ======

  LIABILITIES AND
   STOCKHOLDERS' EQUITY

  Interest-bearing deposits
  NOW accounts                      741      .35      846     .38    -12%
  Savings deposits               15,211      .59   12,039     .86     26
  Time deposits                   6,717     2.17    6,687    2.50      -
  Deposits at foreign office      2,831      .98    1,024    1.18    176
                                 ------            ------
  Total interest-bearing
   deposits                      25,500     1.05   20,596    1.39     24
                                 ------            ------

  Short-term borrowings           4,956     1.02    4,143    1.25     20
  Long-term borrowings            5,717     3.37    5,774    3.41     -1
                                 ------            ------

  Total interest-bearing
   liabilities                   36,173     1.41   30,513    1.75     19

  Noninterest-bearing
   deposits                       7,780             5,565             40

  Other liabilities                 937               656             43
                                 ------            ------

  Total liabilities              44,890            36,734             22

  Stockholders' equity            5,693             4,328             32
                                 ------            ------

  Total liabilities and
   stockholders' equity         $50,583            41,062             23%
                                 ======            ======

  Net interest spread                       3.67             3.93
  Contribution of
   interest-free funds                       .25              .27
  Net interest margin                       3.92%            4.20%


CONTACT:

Michael S. Piemonte

716-842-5138