Citizens Banking Corporation Announces Third Quarter 2006 Results

FLINT, Mich., Oct. 19  /PRNewswire-FirstCall/ -- Citizens Banking Corporation (NASDAQ:CBCF) announced net income of $21.0 million for the three months ended September 30, 2006.  This represents an increase of $0.1 million or 0.4% over the second quarter of 2006 net income of $20.9 million and consistent with the third quarter of 2005 net income of $21.0 million. Diluted net income per share was $0.49, consistent with $0.49 for the second quarter of 2006, and an increase of 1.7% over the $0.48 for the same quarter of last year.  Annualized returns on average assets and average equity during the third quarter of 2006 were 1.08% and 12.63%, respectively, compared with 1.09% and 12.96% for the second quarter of 2006 and 1.06% and 12.71% for the third quarter of 2005.

Net income for the first nine months of 2006 totaled $62.6 million or $1.46 per diluted share, which represents an increase in net income of $1.0 million or 1.6% and $0.05 or 3.5% per diluted share over the same period of 2005.

"We are satisfied with this quarter's results in view of the Midwestern economy and the challenging banking environment," stated William R. Hartman, chairman, president and CEO.  "We are continuing to grow our commercial loans and the initiatives we implemented in our branches are resulting in a slower migration of low-cost deposits to higher-cost products.  As a result, the third quarter of 2006 was the first quarter of average core deposit growth in six quarters," continued Hartman.

Key Highlights in the Quarter:

*  Average commercial and commercial real estate loans for the third quarter of 2006 increased $67.3 million or 2.2% over the average for the second quarter of 2006 and increased $223.2 million or 7.5% over the average for the third quarter of 2005.  Citizens achieved the seventh consecutive quarter of growth for these portfolios as a result of strong origination volume in the Wisconsin and Southeast Michigan markets.

*  Average core deposits for the third quarter of 2006 increased $16.2 million or 0.5% over the second quarter of 2006 as the migration to higher yield deposit accounts slowed.

*  Expense management initiatives introduced in the fourth quarter of 2004 continue to offset increased expenses relating to growth initiatives in Southeast Michigan and Wisconsin.  Noninterest expense totaled $59.4 million for the third quarter of 2006, a decrease of $0.7 million or 1.1% from the second quarter of 2006 and $1.1 million or 1.9% from the third quarter of 2005.  This represents the lowest quarter of operating expenses since the second quarter of 2003.

*  Net charge-offs increased to $2.7 million or 0.19% of average portfolio loans from the second quarter of 2006 level of $2.0 million or 0.14% of average portfolio loans.  The increase was the result of the seasonally low levels of indirect consumer charge-offs in the second quarter of 2006 and lower commercial recoveries this quarter.  The provision for loan losses was $1.2 million for the third quarter of 2006.

*  Nonperforming assets at September 30, 2006 totaled $40.0 million, an increase from $34.8 million at June 30, 2006, which represented the lowest level in four years.  The ratio of nonperforming assets to portfolio loans plus other assets acquired increased to 0.69% from 0.61% at June 30, 2006. The increase reflects higher nonperforming real estate-related credits in the commercial, consumer and residential mortgage loan portfolios, as well as higher repossessed assets and nonperforming small business loans.

*  On September 29, 2006, Citizens announced that Citizens Funding Trust I (the "Trust") priced an offering of $150.0 million aggregate liquidation amount of enhanced trust preferred securities, with distributions payable quarterly in arrears at an annual rate of 7.50%.  The sale of the securities was completed on October 3, 2006.  The proceeds from the offering will be used to finance the cash portion of the consideration to be paid in the merger with Republic Bancorp ("Republic") and for general corporate purposes.

*  Integration teams for the pending merger with Republic have been formed and meet on a regular basis to prepare for the post-merger integration.  The teams, comprised of both Citizens and Republic staff members, have made and will continue to make recommendations to the merger executive committee regarding strategic direction, process design, and best practices to be implemented at the combined company following the completion of the merger.

Balance Sheet

Citizens' total assets at September 30, 2006 were $7.7 billion, a decrease of $65.6 million or 0.8% compared with June 30, 2006 and a decrease of $102.8 million or 1.3% from September 30, 2005.  Total portfolio loans increased $25.3 million or 0.4% over June 30, 2006 and $184.1 million or 3.3% over September 30, 2005.  The increases in total portfolio loans were partially offset by declines in the investment portfolio as a result of using portfolio cash flow to reduce short-term borrowings and declines in the direct consumer loan portfolio due to weak consumer demand in most of Citizens' markets.

Commercial and commercial real estate loans at September 30, 2006 increased $24.4 million or 0.8% from June 30, 2006 to $3.3 billion and increased $256.9 million or 8.6% compared with September 30, 2005.  These improvements were a result of new relationships in traditional Michigan and Wisconsin markets and continued strong growth in the Southeast Michigan market.

Residential mortgage loans at September 30, 2006 were $545.2 million, a decrease of $5.9 million or 1.1% from June 30, 2006 and an increase of $13.2 million or 2.5% over September 30, 2005.  The decrease from June 30, 2006 was the result of the new alliance with PHH Mortgage implemented in June 2006.  As a result, Citizens now sells substantially all of its origination volume to PHH Mortgage.  The increase over September 30, 2005 was primarily the result of retaining most new adjustable-rate mortgage (ARM) production prior to establishing the PHH Mortgage alliance.

Total consumer loans, which are comprised of direct and indirect loans, were $2.0 billion at September 30, 2006, an increase of $6.8 million or 0.3% from June 30, 2006 and a decrease of $86.1 million or 4.2% from September 30, 2005.  Direct consumer loans, which include direct installment, home equity, and other consumer loans, declined by $8.4 million or 0.8% from June 30, 2006 and decreased $80.6 million or 6.9% from September 30, 2005.  The declines were due to a decrease in historically strong activity where consumers repay their installment loans using home equity loans and weaker consumer demand in Citizens' markets.  Indirect consumer loans, which are primarily marine and recreational vehicle loans, increased $15.2 million or 1.8% from June 30, 2006 as a result of an increase in seasonal interest for indirect products and were essentially unchanged from September 30, 2005.

Total deposits at September 30, 2006 decreased $59.2 million or 1.0% from June 30, 2006 to $5.6 billion and increased $398.9 million or 7.6% from September 30, 2005.  Core deposits, which exclude all time deposits, totaled $3.1 billion at September 30, 2006, a decrease of $135.9 million or 4.2% from June 30, 2006 and a decrease of $247.5 million or 7.4% from September 30, 2005.  The decreases in core deposits were largely the result of clients migrating from lower cost savings and transaction accounts into time deposits with higher yields.  Time deposits totaled $2.5 billion at September 30, 2006, an increase of $76.7 million or 3.1% compared with June 30, 2006 and an increase of $646.3 million or 34.4% over September 30, 2005.  The increases were largely the result of clients migrating their funds from lower-cost deposits and some new client growth.  Additionally, the increase in time deposits from September 30, 2005 was partially due to an additional $86.6 million in brokered certificates of deposit, which is one of many wholesale funding alternatives used by Citizens.

Other interest-bearing liabilities, which include federal funds purchased and securities sold under agreements to repurchase, other short-term borrowings, and long-term debt, were $1.4 billion at September 30, 2006, a decrease of $25.7 million or 1.8% from June 30, 2006 and a decrease of $511.3 million or 27.1% from September 30, 2005.  The decrease was the result of Citizens' response to the aforementioned loan and deposit changes as well as the pay down of $104.0 million of short-term borrowings in the fourth quarter of 2005.

Net Interest Margin and Net Interest Income

Net interest margin was 3.78% for the third quarter of 2006 compared with 3.84% for the second quarter of 2006 and 3.93% for the third quarter of 2005. The decreases were due to funds migrating within the deposit portfolio from lower cost savings and transaction accounts to higher cost savings and time deposits, continued pricing pressure on loans, and the continued effects of the interest rate environment.  The decrease in net interest margin compared with the third quarter of 2005 was partially offset by the restructuring of the investment portfolio and short-term borrowing pay down in the fourth quarter of 2005 and a shift in asset mix from investment securities to higher yielding commercial loans.  For the nine months ended September 30, 2006, net interest margin declined to 3.86% compared with 3.94% for the same period of 2005 as a result of the aforementioned factors.

Net interest income was $65.6 million in the third quarter of 2006 compared with $66.0 million in the second quarter of 2006 and $69.6 million in the third quarter of 2005.  The decrease in net interest income compared with the second quarter of 2006 was driven by the decline in the net interest margin, partially offset by an increase in average earning assets of $38.3 million as growth in the commercial, commercial real estate, and indirect consumer loan portfolios was partially offset by a decline in investment portfolio balances.  The decrease in net interest income compared with the third quarter of 2005 resulted from the decline in the net interest margin and lower average earning assets of $106.9 million.  The decline in average earning assets resulted from a $244.7 million reduction in the investment portfolio and an $84.8 million decrease in the mortgage loans held for sale, residential mortgage, and total consumer loan portfolios, partially offset by growth of $223.2 million in the commercial and commercial real estate loan portfolios.  The decrease in the investment portfolio was the result of the fourth quarter of 2005 restructuring and maturing balances not being fully reinvested.

For the nine months ended September 30, 2006, net interest income totaled $199.1 million, compared with $206.7 million for the same period of 2005.  The decrease was due to the lower net interest margin and a decrease in average earning assets of $104.7 million.  The decline in average earning assets resulted from a $241.5 million reduction in the investment portfolio and a $45.7 million decrease in the mortgage loans held for sale, residential mortgage, and total consumer loan portfolios, partially offset by growth of $183.4 million in the commercial and commercial real estate loan portfolios. The decrease in the investment portfolio was the result of the fourth quarter of 2005 restructuring and maturing balances not being fully reinvested.

Excluding the interest expense related to the $150.0 million of enhanced trust preferred securities issued on October 3, 2006, Citizens anticipates net interest income for the fourth quarter of 2006 will be slightly lower than the third quarter of 2006 due to anticipated margin compression driven by the continuation of customers migrating funds from lower yielding deposit products into higher yielding deposit products.

Credit Quality

Nonperforming assets totaled $40.0 million at September 30, 2006, an increase of $5.3 million or 15.1% compared with $34.8 million at June 30, 2006, which represented the lowest level in four years, and a decrease of $2.6 million or 6.1% compared with September 30, 2005.  Nonperforming assets at September 30, 2006 represented 0.69% of total loans plus other repossessed assets acquired compared with 0.61% at June 30, 2006 and 0.76% at September 30, 2005.  The increase from June 30, 2006 reflects higher nonperforming real estate related credits in the commercial, consumer and residential mortgage loan portfolios, as well as higher repossessed assets and nonperforming small business loans.  The decrease from the third quarter of 2005 included the effects of the third quarter of 2005 and second quarter of 2006 sales of nonperforming commercial loans with aggregate balances of $6.7 million and $4.5 million, respectively.  Nonperforming commercial loan inflows decreased to $7.5 million in the third quarter of 2006, the lowest level in over four years.  Nonperforming commercial loan outflows decreased to $5.0 million for the third quarter of 2006 compared with $13.9 million in the second quarter of 2006 and $17.3 million in the third quarter of 2005.  The decrease from the second quarter of 2006 included the effects of a second quarter of 2006 nonperforming commercial loan sale with balances of $4.5 million.

Net charge-offs increased to $2.7 million or 0.19% of average portfolio loans in the third quarter of 2006 compared with $2.0 million or 0.14% of average portfolio loans in the second quarter of 2006 and $5.3 million or 0.38% of average portfolio loans in the third quarter of 2005.  The increase from the second quarter of 2006 was primarily due to the seasonally low levels of indirect consumer charge-offs in the second quarter of 2006 and lower commercial recoveries this quarter.  The decrease from the third quarter of 2005 was due to lower net charge-offs in all loan portfolios except residential mortgage.

The provision for loan losses was $1.2 million in the third quarter of 2006 compared with $1.1 million in the second quarter of 2006 and $4.0 million in the third quarter of 2005.  The decrease from the third quarter of 2005 reflected the lower overall risk profile of portfolio loans.

As a result of the net effect of higher loan portfolio balances as well as changes in net charge-offs and the provision for loan losses, the allowance for loan losses totaled $113.1 million or 1.97% of portfolio loans at September 30, 2006.  The allowance for loan losses decreased by $1.5 million and $5.6 million from June 30, 2006 and September 30, 2005, respectively.

Based on seasonal business trends and the overall risk in the loan portfolio, Citizens anticipates net charge-offs for the fourth quarter of 2006 will be slightly higher than the third quarter of 2006.  Citizens anticipates provision expense for the fourth quarter of 2006 will be consistent with the third quarter of 2006.

Noninterest Income

Noninterest income for the third quarter of 2006 was $23.5 million, a decrease of $0.2 million or 0.9% from the second quarter of 2006 and a decrease of $0.4 million or 1.7% from the third quarter of 2005.  The decrease from the second quarter of 2006 was the result of lower trust fees and other income, partially offset by increases in mortgage and other loan income as well as brokerage and investment fees.  The decrease from the third quarter of 2005 was primarily the result of decreases in mortgage and other loan income, ATM network user fees, and other income, partially offset by increases in service charges on deposit accounts and bankcard fees.  For the first nine months of 2006, noninterest income totaled $72.9 million, an increase of $3.3 million or 4.8% over the same period of 2005.  The increase was primarily the result of higher service charges on deposit accounts, trust fees, bankcard fees and fully recognizing the deferred gain of $2.9 million on the 2004 sale of the former downtown Royal Oak, Michigan office during the first quarter of 2006, partially offset by decreases in mortgage and other loan income, brokerage and investment fees, and ATM network user fees.

Service charges on deposit accounts for the third quarter of 2006 were $9.7 million, an increase of $0.2 million or 1.6% over the second quarter of 2006 and an increase of $0.3 million or 3.5% over the third quarter of 2005. For the first nine months of 2006, service charges on deposit accounts totaled $28.1 million, an increase of $1.6 million or 6.1% over the same period of 2005.  The increases were the result of revenue enhancement initiatives implemented in the first quarter of 2006.

Trust fees for the third quarter of 2006 were $4.6 million, a decrease of $0.3 million or 6.8% from the second quarter of 2006 and an increase of $0.1 million or 2.0% over the third quarter of 2005.  The decrease from the second quarter of 2006 was the result of a fee rationalization strategy where Citizens started charging clients for trust tax preparation services during the second quarter of 2006.  For the first nine months of 2006, trust fees totaled $14.6 million, an increase of $1.2 million or 8.9% over the same period of 2005.  The increases were attributable to stronger financial markets, continued execution of the sales management process and improved pricing discipline, partially offset by attrition.  Total trust assets under administration of $2.6 billion at September 30, 2006 were essentially unchanged from June 30, 2006 and September 30, 2005.

Mortgage and other loan income for the third quarter of 2006 was $2.3 million, an increase of $0.2 million or 7.6% over the second quarter of 2006 and a decrease of $0.2 million or 7.5% from the third quarter of 2005.  The increase from the second quarter of 2006 was the result of the new alliance with PHH Mortgage, where Citizens sells substantially all of its origination volume to PHH Mortgage.  For the first nine months of 2006, mortgage and other loan income totaled $6.4 million, a decrease of $0.5 million or 7.3% from the same period of 2005.  The decreases reflect the impact of an unfavorable rate environment since the first quarter of 2005.

Brokerage and investment fees for the third quarter of 2006 were $1.9 million, an increase of $0.2 million or 10.7% over the second quarter of 2006 and a decrease of $0.1 million or 4.6% from the third quarter of 2005.  The increase from the second quarter of 2006 was the result of momentum from Citizens' strategy implemented in the first quarter of 2006, which shifted a large portion of its brokerage fee production from reliance on referrals from the branch network to its Investment Center financial consultants.  This change supports Citizens' strategy of growing low-cost deposits, as the financial consultants increase their focus on attracting funds from new sources outside of Citizens and the branch network continues to improve on providing an enhanced client experience.  Over 90% of the brokerage and investment fees recognized in the third quarter of 2006 came from sources outside of the bank.  For the first nine months of 2006, brokerage and investment fees totaled $5.1 million, a decrease of $0.8 million or 12.9% from the same period of 2005.  The decreases were the result of the transition to the aforementioned strategy as Citizens' financial consultants adjusted their sales process to create new opportunities.

For the third quarter of 2006, all other noninterest income categories, which include ATM network user fees, bankcard fees, fair value change in CD swap derivatives, other income, and investment securities gains (losses), totaled $5.1 million, a decrease of $0.4 million or 6.6% from the second quarter of 2006 and a decrease of $0.5 million or 9.7% from the third quarter of 2005.  The decrease from the second quarter of 2006 was primarily the result of a life insurance policy payout received in the second quarter of 2006.  The decrease from the third quarter of 2005 was primarily the result of lower ATM network user fees, lower title insurance fees as a result of lower mortgage origination volume and closing Citizens' title company in conjunction with the PHH Mortgage Alliance, and $0.4 million received in the third quarter of 2005 related to the holding company's venture capital investment in a limited partnership.  For the first nine months of 2006, all other noninterest income categories totaled $18.7 million, an increase of $1.8 million or 10.4% over the same period of 2005.  The increase was primarily the result of the aforementioned $2.9 million gain, partially offset by the effects of three items received in 2005: a performance-related penalty received from a third party vendor, a preference payment on Citizens' membership interest in the PULSE ATM network, and income recognized in conjunction with the aforementioned venture capital investment by the holding company.

Citizens anticipates total noninterest income for the fourth quarter of 2006 will be consistent with or slightly higher than the third quarter of 2006 due to anticipated increases in trust income and mortgage and other loan income.

Noninterest Expense

Noninterest expense for the third quarter of 2006 was $59.4 million, a decrease of $0.7 million or 1.1% from the second quarter of 2006 and a decrease of $1.1 million or 1.9% from the third quarter of 2005.  The decrease from the second quarter of 2006 was the result of lower professional services, equipment, and other expenses, partially offset by increases in occupancy, advertising and public relations, and other loan expenses.  The decrease from the third quarter of 2005 resulted from lower salaries and employee benefits, professional services, and advertising and public relations, partially offset by increases in occupancy, data processing, telephone, and other loan expenses.  For the first nine months of 2006, noninterest expense totaled $181.0 million, a decrease of $1.1 million or 0.6% from the same period of 2005 as reductions in salaries and employee benefits, professional services, equipment, and advertising and public relations were substantially offset by increases in data processing fees, other loan expenses, and other expenses.

Salaries and employee benefits for the third quarter of 2006 were essentially unchanged from the second quarter of 2006 at $32.6 million and decreased $1.5 million or 4.4% from the third quarter of 2005.  When compared with the second quarter of 2006, lower pension expense due to a reduction in active participants was substantially offset by an increase in stock-based compensation as a result of the second quarter of 2005 awards.  The decrease from the third quarter of 2005 was the result of lower hospitalization, pension, and employee post-retirement benefit expenses.  Salary costs included $0.3 million in severance for the third quarter of 2006, $0.5 million in the second quarter of 2006 and $0.4 million in the third quarter of 2005. Citizens had 2,070 full-time equivalent employees at September 30, 2006, down from 2,107 at June 30, 2006 and down from 2,144 at September 30, 2005.  For the first nine months of 2006, salaries and employee benefits totaled $97.5 million, a decrease of $2.2 million or 2.3% from the same period in 2005.  The decrease was the result of lower hospitalization, pension, and employee post- retirement benefit expenses, partially offset by increases in salary costs due to merit increases awarded in 2006 and higher stock-based compensation resulting from a 2005 plan enhancement awarding primarily restricted stock to employees.

Occupancy costs for the third quarter of 2006 increased $0.3 million or 5.9% to $5.6 million compared with the second quarter of 2006 and increased $0.4 million or 6.7% from the third quarter of 2005.  For the first nine months of 2006, occupancy costs totaled $16.8 million, an increase of $0.3 million or 2.0% over the same period of 2005.  The increases were the result of higher seasonal maintenance costs, higher rent expense associated with new facilities in two Michigan markets, and higher energy costs incurred at Citizens' properties.

Professional services for the third quarter of 2006 decreased $0.2 million or 5.9% from the second quarter of 2006 and decreased $1.0 million or 22.8% from the third quarter of 2005.  For the first nine months of 2006, professional services totaled $11.3 million, a decrease of $1.2 million or 9.4% from the same period of last year.  The decreases were the result of several initiatives during late 2005 and early 2006 targeted at developing corporate strategies to produce enhanced profitability and revenue momentum, enhancing overall corporate risk management and ensuring regulatory compliance.

Equipment costs for the third quarter of 2006 were essentially unchanged from the second quarter of 2006 and the third quarter of 2005.  For the first nine months of 2006, equipment costs totaled $9.7 million, a decrease of $1.7 million or 15.1% from the same period of 2005.  The decrease was due to $1.5 million in additional depreciation during the second quarter of 2005 as a result of aligning the service life for these items with the current capitalization policy.

Data processing fees for the third quarter of 2006 totaled $3.8 million, essentially unchanged from the second quarter of 2006 and increased by $0.6 million or 18.5% over the third quarter of 2005.  For the first nine months of 2006, data processing fees totaled $11.2 million, an increase of $1.2 million or 11.7% over the same period of 2005.  The increases were the result of implementing enhanced technology initiatives related to customer online banking functionality.

Advertising and public relations expense for the third quarter of 2006 increased $0.3 million or 29.6% to $1.2 million compared with the second quarter of 2006 and decreased $0.5 million or 29.5% from the third quarter of 2005.  For the first nine months of 2006, advertising and public relations expense totaled $4.2 million, a decrease of $1.1 million or 20.9% from the same period of 2005.  The increase from the second quarter of 2006 was the result of product campaigns initiated in the third quarter of 2006.  The decreases were the result of media campaigns conducted during the third quarter of 2005 and an overall reduction in the amount of market-specific advertising completed in 2006.

Other loan expenses for the third quarter of 2006 increased $0.2 million or 15.5% to $1.4 million compared with the second quarter of 2006 and increased $0.7 million over the third quarter of 2005.  For the first nine months of 2006, other loan expenses totaled $3.0 million, an increase of $1.1 million or 54.4% over the same period of 2005.  The increases were the result of higher other mortgage processing fees due to the alliance with PHH Mortgage and higher expenses related to processing commercial loans, partially offset by lower provisioning to fund the reserve for unused loan commitments, which fluctuates with the amount of unadvanced customer lines of credit.

For the third quarter of 2006, all other noninterest expense categories, which include postage and delivery, telephone, stationery and supplies, intangible asset amortization, and other expenses, decreased $1.1 million or 11.5% from the second quarter of 2006 to $8.2 million and increased $0.2 million or 2.4% from the third quarter of 2005.  The decrease from the second quarter of 2006 was due to reductions in travel and training, other service fees, and non-credit related losses.  The increase from the third quarter of 2005 was the result of higher travel and training expenses, telephone, expenses related to other real estate owned, and state taxes, partially offset by lower service fees and non-credit related losses.  For the first nine months of 2006, all other noninterest expense categories totaled $27.3 million, an increase of $2.6 million or 10.3% over the same period of 2005. The increase was primarily the result of the first quarter of 2006 $1.5 million contribution to Citizens' charitable foundation and the second quarter of 2006 non-credit related losses from a third party vendor contract and write downs of tax-credit related investments in low income housing and community development projects.

On October 2, 2006, the Compensation Committee of the Board of Directors of Citizens Banking Corporation approved various changes to Citizens' employee benefits programs.  Effective December 31, 2006, Citizens' current defined benefit pension plans (the "DB Plans") will be "frozen," preserving prior earned benefits and replacing the future accrual of benefits with additional benefits under the defined contribution plan (the "DC Plan").  All employees eligible to participate in the Citizens Banking Corporation Amended and Restated Cash Balance Pension Plan for Employees and the Citizens Banking Corporation Cash Balance Pension Plan have been impacted.  Citizens is moving proactively to address its escalating and increasingly volatile pension costs by freezing its DB Plans while modifying the DC Plan, which is better designed to encourage employees to save for their retirement.  By freezing the DB Plans, Citizens estimates it will record a net curtailment loss in the range of $0.8 million to $1.5 million in the fourth quarter of 2006.  Citizens estimates total pension expense (defined benefit and defined contribution) for 2007 will be lower than 2006.

Excluding the pension curtailment expense, Citizens anticipates noninterest expenses for the fourth quarter of 2006 will be consistent with or slightly higher than the third quarter of 2006 due to increases in salaries and employee benefits and advertising and public relations.

Income Tax Provision

Income tax provision for the third quarter of 2006 was $7.6 million, essentially unchanged from the second quarter of 2006 and a decrease of $0.4 million or 5.3% from the third quarter of 2005.  For the first nine months of 2006, income tax provision totaled $23.0 million, a decrease of $1.1 million or 4.5% from the same period of 2005.  The decreases were the result of a $1.3 million ($0.8 million after-tax) reduction in the deferred Wisconsin state income tax asset during the second quarter of 2005 as a result of the April 2005 merger of the Michigan and Wisconsin bank charters.

The effective tax rate was 26.63% for the third quarter of 2006 compared with 26.72% for the second quarter of 2006 and 27.70% for the third quarter of 2005.

Citizens anticipates the effective income tax rate for the fourth quarter of 2006 will be consistent with or slightly lower than the third quarter of 2006.

Citizens Republic Bancorp Update

On June 27, 2006, Citizens Banking Corporation and Republic Bancorp (NASDAQ symbol RBNC) announced that they had agreed to merge Republic into Citizens to create the new Citizens Republic Bancorp.  On August 28, 2006, Citizens filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (the "SEC"), that included a preliminary joint proxy statement/prospectus.  A definitive proxy statement/prospectus is expected to be filed with the SEC and sent to shareholders later this month.  Citizens and Republic will each hold a special shareholders' meeting on November 30, 2006 to approve the issuance of Citizens stock and to approve and adopt the merger agreement, respectively.  The merger is still expected to be completed in the fourth quarter of 2006, subject to regulatory and shareholder approvals and other customary closing conditions.

For more information regarding the upcoming merger, see the June 27, 2006 press release and investor presentation and the preliminary joint proxy statement/prospectus, located on the Citizens website at http://www.citizensonline.com/ , under the Investor Relations section.

  Other News

  Citizens Offers Remote Deposit Services


During July 2006, Citizens began offering remote deposit services to commercial clients.  This service provides a convenient way for commercial clients to deposit checks into their business checking account without leaving the office, which saves them time and money while reducing risk.

Citizens Appoints Head of Small Business Banking

During August 2006, Citizens appointed Mike Sonego to be the Head of Small Business Banking.  In this position, he will develop and implement a small business strategy which includes defining segments across all markets, identifying growth opportunities and achieving deposit, loan and fee income growth.  Mike was previously Head of Mortgage Banking at Citizens.

Citizens Appoints Chief Marketing and Communications Officer

On October 2, 2006, Citizens appointed Sherry Forbes as its chief marketing and communications officer.  Ms. Forbes joins Citizens from SunTrust Bank, where she served in a variety of positions for over 20 years, most recently as first vice president and senior strategy manager for the branch banking division of the retail line of business.

Citizens' Weatherball Celebrates 50 Years

During October 2006, Citizens will celebrate the 50th anniversary of the CB Weatherball with community events and special promotions.

Stock Repurchase Program

In anticipation of the upcoming merger with Republic, Citizens did not repurchase any shares of its stock during the third quarter of 2006.  As of September 30, 2006 there are 1,093,800 shares remaining to be purchased under the program approved by the company's Board of Directors on October 16, 2003.

Dividend Announcement

The Board of Directors of Citizens Banking Corporation declared a cash dividend of $0.29 per share of common stock.  The dividend is payable on November 9, 2006, to shareholders of record on November 1, 2006.

Investor Conference Call

William R. Hartman, chairman, president and CEO, Charles D. Christy, CFO, John D. Schwab, chief credit officer, and Martin E. Grunst, treasurer, will review the quarter's results in a conference call for investors and analysts beginning at 10:00am EDT on Friday, October 20, 2006.

A live audio Webcast is available at http://www.vcall.com/IC/CEPage.asp?ID=109767 .  To participate in the conference call, please call the number below approximately 10 minutes prior to the scheduled conference time: US/Canada Dial-In Number: [phone] International Dial-In Number: [phone] Conference ID: 216099 Conference Name: "Citizens Banking Corporation Third Quarter Earnings Conference Call." RSVP is not required.

A playback of the conference call will be available after 12:00pm EDT through November 7, 2006, by dialing US/Canada Dial-In Number: [phone] or International Dial-In Number: [phone], Account Number: 286, Conference ID: 216099.  Also, the call can be accessed via Citizens' Web site, through the Investor Relations section at http://www.citizensonline.com/ .

Corporate Profile

Citizens Banking Corporation is a diversified financial services company providing a full range of commercial, consumer, mortgage banking, trust and financial planning services to a broad client base.  Citizens operates 181 branch, private banking, and financial center locations and 196 ATMs throughout Michigan, Wisconsin, and Iowa.

Safe Harbor Statement

Discussions in this release that are not statements of historical fact (including statements that include terms such as "will," "may," "should," "believe," "expect," "anticipate," "estimate," "intend," and "plan") are forward-looking statements that involve risks and uncertainties, and Citizens' actual future results could materially differ from those discussed.  Factors that could cause or contribute to such differences include, without limitation, adverse changes in Citizens' loan and lease portfolios resulting in credit risk-related losses and expenses (including losses due to fraud, Michigan automobile-related industry changes and shortfalls, and other economic factors) as well as additional increases in the allowance for loan losses; fluctuations in market interest rates, the effects on net interest income of changes in Citizens' interest rate risk position and the potential inability to hedge interest rate risks economically; adverse changes in economic or financial market conditions and the economic effects of terrorist attacks and potential attacks; Citizens' potential inability to continue to attract core deposits; Citizens' potential inability to continue to obtain third party financing on favorable terms; adverse changes in competition, pricing environments or relationships with major customers; unanticipated expenses and payments relating to litigation brought against Citizens from time to time; Citizens' potential inability to adequately invest in and implement products and services in response to technological changes; adverse changes in applicable laws and regulatory requirements; the potential lack of market acceptance of Citizens' products and services; changes in accounting and tax rules and interpretations that negatively impact results of operations or financial position; the potential inadequacy of Citizens' business continuity plans or data security systems; the potential failure of Citizens' external vendors to fulfill their contractual obligations to Citizens; Citizens' potential inability to integrate acquired operations, including those associated with the pending merger with Republic Bancorp; unanticipated environmental liabilities or costs; impairment of the ability of the banking subsidiaries to pay dividends to the holding company parent; the potential circumvention of Citizens' controls and procedures; Citizens' success in managing the risks involved in the foregoing; and other risks and uncertainties detailed from time to time in its filings with the SEC.  Other factors not currently anticipated may also materially and adversely affect Citizens' results of operations.  There can be no assurance that future results will meet expectations.  While Citizens believes that the forward- looking statements in this release are reasonable, you should not place undue reliance on any forward-looking statement.  In addition, these statements speak only as of the date made.  Citizens does not undertake, and expressly disclaims any obligation to update or alter any statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Additional Information

In connection with the proposed merger, Citizens has filed with the SEC a Registration Statement on Form S-4 that included a preliminary joint proxy statement of Citizens and Republic that also constitutes a prospectus of Citizens.  Citizens and Republic will mail the definitive joint proxy statement/prospectus, when it becomes available, to their respective shareholders.  Investors and security holders are advised to read the definitive joint proxy statement/prospectus when it becomes available because it will contain important information.  Investors and security holders may obtain a free copy of the preliminary joint proxy statement/prospectus and the definitive joint proxy statement/prospectus (when available) and other documents filed by Citizens and Republic with the SEC at the SEC's website at http://www.sec.gov/ .  Free copies of the preliminary joint proxy statement/prospectus and the definitive joint proxy statement/prospectus (when available) and each company's other filings with the SEC may also be obtained by accessing Citizens' website at http://www.citizensonline.com/ under the Investors Relations section or by accessing Republic's website at http://www.republicbancorp.com/ under the Investor Relations section.

Citizens and Republic and their respective directors, executive officers and other members of their management may be soliciting proxies from their respective shareholders in favor of the merger.  Information concerning persons who may be considered participants in the solicitation of Citizens' shareholders under the rules of the SEC is set forth in the Proxy Statement filed by Citizens with the SEC on March 22, 2006, and information concerning persons who may be considered participants in the solicitation of Republic's shareholders under the rules of the SEC is set forth in the Proxy Statement filed by Republic with the SEC on March 14, 2006.  Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available.  You may obtain free copies of these documents as described above.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

                      (Financial highlights follow)


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DATASOURCE: Citizens Banking Corporation



CONTACT:  Charles D. Christy, Chief Financial Officer, [phone],

 , Kathleen Miller, Investor Relations,

[phone],  , both of Citizens Banking

Corporation



Web site:  http://www.citizensonline.com/ 

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