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Banknorth Reports Fourth Quarter and 2004 Earnings.


PORTLAND, Maine Portland is the largest city in the U.S. state of Maine, with a 2004 population of 63,882. Portland is Maine's cultural, social and economic capital. Tourists are drawn to Portland's historic Old Port district along Portland Harbor, which is at the mouth of the Fore River and part  -- (Fourth Quarter Earnings Conference Call at 9:00 a.m. Eastern Time January January: see month.  20, 2005. Dial-in number for USA and Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of  is 800 638-5439. International dial-in number is 617 614-3945. Passcode for both numbers is 47614076. Replay number for USA and Canada is 888 286-8010. International replay dial-in number is 617 801-6888. Replay passcode is 75674933. Live webcast and webcast replay available at www.banknorth.com/investorrelations.)

Banknorth Group Inc. (NYSE NYSE

See: New York Stock Exchange
: BNK BNK Bangkok
BNK Bundesverband Niedergelassener Kardiologen eV
BNK Banking
) reported earnings for 2004 of $304.6 million as compared to $350.8 million in 2003. For the fourth quarter ended December December: see month.  31, 2004, Banknorth's earnings were $20.7 million as compared to $91.6 million for the same quarter a year ago. The declines in earnings for both the quarter and the year were attributable attributable

emanating from or pertaining to attribute.


attributable proportion
see attributable risk (below).

attributable risk
 to the Company's previously-announced deleveraging strategy and certain merger and consolidation costs associated with the Company's pending transaction with The Toronto-Dominion Bank The Toronto-Dominion Bank (TD) (TSX: TD NYSE: TD TYO: 8640 ) is a bank headquartered in Toronto, Ontario, Canada. It is one of Canada's Big Five banks, being the second largest bank in the country by assets and market capitalization. , or "TD". Earnings per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share for 2004 were $1.75 as compared to $2.15 in 2003. Earnings per diluted share were 12 cents for the quarter ended December 31, 2004 as compared to 55 cents for the quarter ended December 31, 2003.

Exclusive of the after-tax af·ter-tax also af·ter·tax
adj.
Relating to or being that which remains after payment, especially of income taxes: after-tax profits. 
 impact of merger and consolidation costs and of the Company's balance sheet deleveraging, earnings for 2004 were $396.6 million up 11% as compared to $356.0 million for 2003 while earnings for the quarter ended December 31, 2004 were $104.6 million up 13% as compared to $92.4 million for the quarter ended December 31, 2003.

Exclusive of the after-tax impact of merger and consolidation costs and of the Company's balance sheet deleveraging, earnings per diluted share for 2004 increased by 5% to $2.28 from $2.18 in 2003 while earnings for the quarter ended December 31, 2004 increased to 58 cents as compared to 56 cents for the quarter ended December 31, 2003.

Earnings per diluted share were impacted primarily by two events in the fourth quarter. First, the after-tax impact associated with the Company's previously-announced deleveraging strategy of $51.6 million represented 29 cents per diluted share for the quarter ended December 31, 2004. Second, merger and consolidation costs of $32.3 million represented an additional 17 cents per diluted share. A majority of the $32.3 million of merger and consolidation costs was due to the payment of certain long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 incentive payments and other expenses related to the acquisition of 51% of Banknorth by TD.

In addition to the above, as a result of the pending transaction with TD, a significant number of Banknorth employees exercised stock options in the fourth quarter of 2004. As a result, the number of weighted average shares outstanding on a diluted basis increased by 3.2 million shares in the fourth quarter ended December 31, 2004, resulting in a decrease in earnings, exclusive of the after-tax impact of merger and consolidation costs and of the Company's balance sheet deleveraging, of approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 1 cent per share.

"Our core banking business remains strong," said William William, crown prince of Germany
William or Frederick William, 1882–1951, crown prince of Germany, son of William II. In World War I he commanded (1914) an army on the Western Front and was nominal commander in the German attack
 J. Ryan Ryan may refer to: Places
  • Division of Ryan, an electoral district in the Australian House of Representatives, in Queensland
  • Ryan, Iowa
  • Ryan, Oklahoma
  • Ryan Township, Pennsylvania
  • Ryan, New South Wales
Film and television
, Banknorth Chairman, President and Chief Executive Officer. "We continue to see solid loan and deposit growth and believe that we are well positioned to execute To run a program, which causes the computer to carry out its instructions. See executable code, instruction and EXE file.

execute - execution
 our growth strategy going forward." Ryan added.

Total average loans and leases in 2004 were $17.7 billion, up 13% from $15.6 billion in 2003, led by increases in commercial business loans and leases of 17%, commercial real estate mortgages of 15% and consumer loans and leases of 14%. Exclusive of acquisitions, total average commercial and consumer loans increased by 11% in 2004.

Total average core deposits consisting of noninterest bearing deposits, retail money market and NOW accounts and regular savings accounts Savings Account

A deposit account intended for funds that are expected to stay in for the short term. A savings account offers lower returns than the market rates.

Notes:
 increased to $14.2 billion in 2004, up 16% from $12.3 billion in 2003, led by increases in noninterest bearing deposits of 24% and retail money market and NOW accounts of 15%, which more than offset a decline in retail certificates of deposit of 8%. Exclusive of acquisitions, total average core deposits increased by 9% in 2004.

The Company's capital ratios improved in 2004. At December 31, 2004, the Company's Tier 1 leverage capital ratio was 7.58% and its total risk based capital ratio was 12.16% as compared to 6.65% and 11.29%, respectively, at December 31, 2003. Tangible Possessing a physical form that can be touched or felt.

Tangible refers to that which can be seen, weighed, measured, or apprehended by the senses. A tangible object is something that is real and substantial. An automobile is an example of tangible Personal Property.
 equity to tangible assets Tangible Asset

An asset that has a physical form such as machinery, buildings and land.

Notes:
This is the opposite of an intangible asset such as a patent or trademark. Whether an asset is tangible or intangible isn't inherently good or bad.
 at December 31, 2004 was 6.45%, up 108 basis points from 5.37% at December 31, 2003. Shareholders' equity Shareholders' Equity

A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares.
 at December 31, 2004 was $3.2 billion, up from $2.5 billion at December 31, 2003.

Excluding the net gain/loss on the sale of securities, noninterest income increased 7% in 2004 over 2003 led by increases in wealth management services income of 25%, investment planning services income of 24%, net merchant banking and electronic banking income of 21%, deposit services income of 12% and insurance brokerage BROKERAGE, contracts. The trade or occupation of a broker; the commissions paid to a broker for his services.  commissions of 10%, all of which more than offset a decline in other noninterest income of 21% due primarily to a decline in covered call option covered call option

A call option sold short by an investor owning the underlying stock. If the option is later exercised against the short seller of the option, the seller is covered by the stock that is owned. Compare naked option.
 income. For the fourth quarter ended December 31, 2004, excluding the net gain/loss on the sale of securities, noninterest income increased 8% over the same quarter a year ago.

Excluding merger and consolidation costs and the prepayment penalties Prepayment penalty

A fee a borrower pays a lender when the borrower repays a loan before its scheduled time of maturity.
 associated with the Company's balance sheet deleveraging, noninterest expense increased by 8.5% in 2004, the majority of which was associated with the acquisitions of CCBT CCBT Comprehensive Cognitive Behavioral Therapy  Financial Companies and Foxborough Foxborough or Foxboro, town (1990 pop. 14,637), Norfolk co., SE Mass.; settled 1704, inc. 1778. During the Revolutionary War cannons and cannonballs were manufactured. Modern industry centers on the production of precision instruments.  Savings Bank savings bank, financial institution that, until recently, performed only the following functions: receiving savings deposits of individuals, investing them, and providing a modest return to its depositors in the form of interest. . The Company's cash efficiency ratio exclusive of these items and amortization of intangible assets Intangible Asset

An asset that is not physical in nature.

Notes:
Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets.
 improved slightly to 50.38% in 2004 as compared to 50.94% in 2003.

The Company's net interest margin during the three months ended December 31, 2004 increased to 3.87%, up 19 basis points from 3.68% for the quarter ended September September: see month.  30, 2004. The margin was positively impacted by the Company's balance sheet deleveraging.

For the quarter ended December 31, 2004, total nonperforming assets Nonperforming asset

An asset that is not effectively producing income, such as an overdue loan.


nonperforming asset

An asset that produces no income.
 ("NPAs") increased to $81 million from $68 million for the quarter ended September 30, 2004 due primarily to an increase in nonperforming assets associated with one large commercial business loan. "Despite an uptick Uptick

A transaction occurring at price above its previous transaction. In order for an uptick to occur, a transaction price must be followed by an increased transaction price.
 in our NPAs, our overall asset quality remains strong," said Mr. Ryan. Total net charge-offs for the year ended December 31, 2004 of $36.5 million declined by $.8 million as compared to the year ended December 31, 2003. The Company's ratio of nonperforming assets to total assets was just 28 basis points at December 31, 2004 up slightly from 24 basis points at December 31, 2003. At December 31, 2004, the Company's allowance for loan and lease losses to nonperforming loans was 322% and the Company's allowance as a percentage of total outstanding loans was 1.34%.

In 2004, the Company completed acquisitions in Massachusetts Massachusetts (măsəch`sĭts), most populous of the New England states of the NE United States.  of Foxborough Savings Bank, which had $242 million in assets, and CCBT Financial Companies, which had $1.3 billion in assets. The Company also completed the acquisition of Drake drake

1. male duck.

2. loliumtemulentum.
, Swan swan, common name for a large aquatic bird of both hemispheres, related to ducks and geese. It has a long, gracefully curved neck and an extremely long, convoluted trachea which makes possible its far-carrying calls.  & Crocker Crock´er   

n. 1. A potter.
 Insurance Agency of Orleans, Massachusetts Orleans is a town in Barnstable County, Massachusetts, Barnstable County coextensive with Cape Cod. The population was 6,341 at the 2000 census.

For geographic and demographic information on the census-designated place Orleans, please see the article Orleans (CDP),
. The Company anticipates closing the acquisition of BostonFed Bancorp, Inc., with assets of $1.5 billion, on or about January 21, 2005.

On August 26, 2004, Banknorth Group, Inc. and TD announced that they entered into a definitive merger agreement for TD to acquire 51% of the outstanding shares of Banknorth, subject to receipt of required regulatory reg·u·late  
tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates
1. To control or direct according to rule, principle, or law.

2.
 and shareholder approvals and other customary conditions. A special meeting of Banknorth shareholders to vote on the merger agreement will be held on February February: see month.  18, 2005.

At December 31, 2004, Banknorth Group Inc., headquartered in Portland, Maine, had assets of $28.7 billion. The Company's banking subsidiary, Banknorth, N.A., operates banking divisions in Connecticut Connecticut, state, United States
Connecticut (kənĕt`ĭkət), southernmost of the New England states of the NE United States. It is bordered by Massachusetts (N), Rhode Island (E), Long Island Sound (S), and New York (W).
 (Banknorth Connecticut); Maine Maine, ship
Maine, U.S. battleship destroyed (Feb. 15, 1898) in Havana harbor by an explosion that killed 260 men. The incident helped precipitate the Spanish-American War (Apr., 1898). Commanded by Capt. Charles Sigsbee, the ship had been sent (Jan.
 (Peoples Heritage Bank); Massachusetts (Banknorth Massachusetts); New Hampshire New Hampshire, one of the New England states of the NE United States. It is bordered by Massachusetts (S), Vermont, with the Connecticut R. forming the boundary (W), the Canadian province of Quebec (NW), and Maine and a short strip of the Atlantic Ocean (E).  (Bank of New Hampshire); New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 (Evergreen evergreen, term commonly used as synonymous with conifer and applied also to all those broad-leaved plants that bear green leaves throughout the year. Of the latter, most are plants of the tropics, subtropics, and other areas where the growing season is prolonged (e.  Bank); and Vermont Vermont (vərmŏnt`) [Fr.,=green mountain], New England state of the NE United States. It is bordered by New Hampshire, across the Connecticut R.  (Banknorth Vermont). The Company and Banknorth, N.A. also operate subsidiaries and divisions in insurance, money management, merchant services Merchant services is the name given in the United States to a broad category of financial services intended for use by businesses. In its most specific use, it usually refers to the service that enables a business to accept a transaction payment by use of the customer's credit or , mortgage banking, government banking and other financial services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
 and offers investment products in association with PrimeVest Financial Services, Inc. The Company's website is at www.banknorth.com.

Note: This news release contains financial information determined by methods other than in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with accounting principles generally accepted in the United States of America UNITED STATES OF AMERICA. The name of this country. The United States, now thirty-one in number, are Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire,  ("GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
"). The Company's management uses these non-GAAP measures in its analysis of the Company's performance. These measures typically adjust GAAP performance measures to exclude the effects of charges and expenses related to the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like.
     2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished.
 of mergers and acquisitions and costs related to the integration of merged entities, as well as the amortization of intangible assets in the case of "cash basis" performance measures. These non-GAAP measures also may exclude other significant gains or losses that are unusual in nature, such as security gains and prepayment penalties. Because these items and their impact on the Company's performance are difficult to predict, management believes that presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results of the Company's core businesses. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies.

This news release contains certain forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 with respect to the financial condition, results of operations and business of Banknorth. Forward-looking statements are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited, to, changes in general economic conditions, interest rates, deposit flows, loan demand, competition, legislation or regulation and accounting principles, policies or guidelines guidelines,
n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks.
, as well as other economic, competitive, governmental, regulatory and accounting and technological factors affecting Banknorth's operations. In addition, acquisitions may result in large one-time one-time
adj.
1. or one·time
a. Occurring or undertaken only once: a one-time winner in 1995.

b.
 charges to income, may not produce revenue enhancements revenue enhancement

An increase in revenues, especially by way of increased taxes. Revenue enhancement includes reducing taxpayer deductions and eliminating tax credits.
 or cost savings at levels or within time frames originally anticipated and may result in unforeseen integration difficulties. Investors are encouraged to access Banknorth's periodic reports filed with the Securities and Exchange Commission for financial and business information regarding Banknorth, including information which could affect Banknorth's forward-looking statements.
Banknorth Group, Inc. and Subsidiaries
----------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS (Unaudited)


                    Dec. 31,     Dec. 31,     %      Sept. 30,    %
(In thousands)       2004         2003      Change    2004      Change
                  ------------ ------------ ------ ------------ ------

Cash and due
 from banks          $541,994     $669,686    -19%    $575,840     -6%
Federal funds
 sold and other
 short-term
 investments            2,312        4,645    -50%       4,031    -43%
Securities
 available for
 sale               6,905,765    7,122,992     -3%   7,369,269     -6%
Securities held
 to maturity           87,013      124,240    -30%      94,026     -7%

Loans and leases
 held for sale         51,693       41,696     24%      47,487      9%
Loans and
 leases:
   Residential
    real estate
    mortgages       3,081,217    2,710,483     14%   3,096,739     -1%
   Commercial
    real estate
    mortgages       6,249,513    5,528,862     13%   6,182,835      1%
   Commercial
    business
    loans and
    leases          3,928,594    3,287,094     20%   3,856,296      2%
   Consumer
    loans and
    leases          5,333,670    4,819,523     11%   5,274,921      1%
                  ------------ ------------        ------------
     Total loans
      and leases   18,592,994   16,345,962     14%  18,410,791      1%
   Less:
    Allowance
    for loan and
    lease losses      243,152      232,287      5%     242,885      0%
                  ------------ ------------        ------------
     Loans and
      leases,
      net          18,349,842   16,113,675     14%  18,167,906      1%

Premises and
 equipment            300,120      264,818     13%     285,940      5%
Goodwill            1,365,780    1,126,639     21%   1,369,112      0%
Identifiable
 intangible
 assets                50,376       36,415     38%      52,593     -4%
Bank owned life
 insurance            523,129      488,756      7%     517,359      1%
Other assets          509,786      460,173     11%     502,521      1%
                  ------------ ------------        ------------

                  $28,687,810  $26,453,735      8% $28,986,084     -1%
                  ============ ============        ============

----------------- ------------ ---------------------------------------

Liabilities & Shareholders' Equity

Deposits:
   Regular
    savings        $2,546,018   $2,460,522      3%  $2,572,473     -1%
   Retail money
    market and
    NOW accounts    7,907,513    7,130,532     11%   7,924,839      0%
   Retail
    certificates
    of deposit      4,484,370    4,733,104     -5%   4,646,725     -3%
   Brokered
    deposits              576            -     NM          575      0%
   Noninterest
    bearing
    deposits        4,289,104    3,577,027     20%   4,225,861      1%
                  ------------ ------------        ------------
     Total
      deposits     19,227,581   17,901,185      7%  19,370,473     -1%

Borrowings from
 the Federal
 Home Loan Bank     1,997,336    1,495,385     34%   1,479,160     35%
Federal funds
 purchased and
 securities sold
 under repurchase
 agreements         2,952,476    3,659,550    -19%   3,453,476    -15%
Subordinated
 debt and senior
 notes                346,879      348,293      0%     354,684     -2%
Other borrowings      383,268       84,361    354%     759,369    -50%
Junior
 subordinated
 debentures           310,746            -     NM      310,746      0%
Company
 obligated,
 mandatorily
 redeemable
 securities of
 subsidiary
 trusts holding
 solely parent
 junior
 subordinated
 debentures                 -      295,275   -100%           -     NM
Other
 liabilities          293,410      149,167     97%     211,934     38%
                  ------------ ------------        ------------

   Total
    liabilities    25,511,696   23,933,216      7%  25,939,842     -2%
                  ------------ ------------        ------------


Shareholders'
 equity             3,176,114    2,520,519     26%   3,046,242      4%
                  ------------ ------------        ------------

                  $28,687,810  $26,453,735      8% $28,986,084     -1%
                  ============ ============        ============


Banknorth Group, Inc. and Subsidiaries
----------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)


(In thousands, except per share data)         Year Ended
                                             December 31,         %
                                        -----------------------
                                           2004        2003     Change
                                        ----------- ----------- ------

Interest and dividend income            $1,257,005  $1,192,969      5%
Interest expense                           323,623     352,138     -8%
                                        ----------- -----------
Net interest income                        933,382     840,831     11%
Provision for loan and lease
 losses                                     40,340      42,301     -5%
                                        ----------- -----------
     Net interest income after
      provision for loan and
      lease losses                         893,042     798,530     12%
                                        ----------- -----------
Noninterest income:
   Deposit services                        109,321      97,323     12%
   Insurance brokerage commissions          50,311      45,714     10%
   Merchant and electronic banking
    income, net                             50,564      41,778     21%
   Wealth management services               39,788      31,956     25%
   Bank owned life insurance                23,282      22,930      2%
   Investment planning
    services                                19,418      15,692     24%
   Net gains/(losses) on sales of
    securities                              (7,701)     42,460   -118%
  Other noninterest income                  54,816      69,306    -21%
                                        ----------- -----------
                                           339,799     367,159     -7%
                                        ----------- -----------
Noninterest expense:
   Salaries and employee
    benefits                               356,611     326,621      9%
   Occupancy and equipment expense         112,372     106,659      5%
   Data processing                          43,141      40,940      5%
   Advertising and marketing                25,550      22,000     16%
   Amortization of identifiable
    intangible assets                        8,627       8,946     -4%
   Merger and consolidation costs (1)       49,635       8,104    512%
   Prepayment penalties on borrowings       61,546      30,490    102%
   Other noninterest expense               107,619      97,510     10%
                                        ----------- -----------
                                           765,101     641,270     19%
                                        ----------- -----------

Income before income tax expense           467,740     524,419    -11%
Income tax expense                         163,097     173,660     -6%
                                        ----------- -----------
     Net Income                           $304,643    $350,759    -13%
                                        =========== ===========

Weighted average shares outstanding:
       Basic                               170,766     160,914      6%
       Diluted                             174,158     163,520      7%
Earnings per share:
       Basic                                 $1.78       $2.18    -18%
       Diluted                                1.75        2.15    -19%



(In thousands, except per share data)     Three Months Ended
                                              December 31,        %
                                        ------------------------
                                           2004        2003     Change
                                        ----------- ----------- ------

Interest and dividend income              $329,846    $290,414     14%
Interest expense                            83,783      77,126      9%
                                        ----------- -----------
Net interest income                        246,063     213,288     15%
Provision for loan and lease
 losses                                     10,670      10,400      3%
                                        ----------- -----------
     Net interest income after
      provision for loan and
      lease losses                         235,393     202,888     16%
                                        ----------- -----------
Noninterest income:
   Deposit services                         28,326      25,881      9%
   Insurance brokerage commissions          11,880      11,480      3%
   Merchant and electronic banking
    income, net                             13,368      10,542     27%
   Wealth management services               10,489       8,470     24%
   Bank owned life insurance                 5,779       5,978     -3%
   Investment planning
    services                                 4,799       4,765      1%
   Net gains/(losses) on sales of
    securities                             (17,761)      2,682   -762%
  Other noninterest income                  13,711      14,637     -6%
                                        ----------- -----------
                                            70,591      84,435    -16%
                                        ----------- -----------
Noninterest expense:
   Salaries and employee
    benefits                                90,138      81,451     11%
   Occupancy and equipment expense          29,320      26,731     10%
   Data processing                          11,568       9,881     17%
   Advertising and marketing                 5,445       5,430      0%
   Amortization of identifiable
    intangible assets                        2,260       2,324     -3%
   Merger and consolidation costs (1)       38,286       1,316   2809%
   Prepayment penalties on borrowings       61,546           -     NM
   Other noninterest expense                28,796      28,543      1%
                                        ----------- -----------
                                           267,359     155,676     72%
                                        ----------- -----------

Income before income tax expense            38,625     131,647    -71%
Income tax expense                          17,927      40,085    -55%
                                        ----------- -----------
     Net Income                            $20,698     $91,562    -77%
                                        =========== ===========

Weighted average shares outstanding:
       Basic                               177,071     162,149      9%
       Diluted                             179,953     165,685      9%
Earnings per share:
       Basic                                 $0.12       $0.56    -79%
       Diluted                                0.12        0.55    -78%


(1) Merger and consolidation costs consist of merger charges, certain
    asset write-downs and branch closing costs.

    NM - calculated % change is not meaningful


Banknorth Group, Inc. and Subsidiaries
SELECTED FINANCIAL HIGHLIGHTS (Unaudited)
----------------------------------------------------------------------
(In thousands, except per share data)

                                     Year Ended December 31,     %
                                     ------------------------
                                        2004        2003      Change
                                     ----------- ----------- ---------

Net interest income                    $933,382    $840,831        11%
Net income                             $304,643    $350,759       -13%
Shares outstanding (end of period)      179,298     162,188        11%
Weighted average shares outstanding:
         Basic                          170,766     160,914         6%
         Diluted                        174,158     163,520         7%

Earnings per share:
        Basic                             $1.78       $2.18       -18%
        Diluted                           $1.75       $2.15       -19%

Shareholders' equity (end of period) $3,176,114  $2,520,519        26%
Book value per share (end of period)     $17.71      $15.54        14%
Tangible book value per share (end
 of period)                               $9.82       $8.37        17%

                                                              Nominal
RATIOS & OTHER INFORMATION:                                  Inc/(Dec)
                                                             ---------
Net interest margin (net interest
 income as a % of average earning
 assets) (1)                               3.72%       3.66%     0.06%
Net interest spread (yield on
 earning assets minus yield on
 interest-bearing liabilities) (1)         3.47%       3.41%     0.06%

Return on average assets                   1.08%       1.37%    -0.29%
Return on average equity                  10.63%      14.51%    -3.88%

At period end:
------------------------------------
Tier 1 leverage capital ratio              7.58%       6.65%     0.93%
Tangible equity/tangible assets            6.45%       5.37%     1.08%
Total risk based capital ratio            12.16%      11.29%     0.87%

Non-performing loans                    $77,559     $59,762        30%
Total non-performing assets             $81,103     $63,103        29%
Non-performing loans as a % of total
 loans                                     0.42%       0.37%     0.05%
Non-performing assets as a % of
 total assets                              0.28%       0.24%     0.04%

Full service banking offices                386         359

FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS (Non-GAAP
 Financial Information):

Noninterest income as a percent of
 total income (2)                         27.13%      27.86%    -0.73%

Merger and consolidation costs on a
 net of tax basis (3)                   $40,395      $5,275       666%
         Per diluted share:               $0.23          $0       667%
Deleveraging losses, net of tax
 basis (4)                              $51,560           -        NM
         Per diluted share:               $0.30           -        NM

Noninterest expense (5)                $653,919    $602,676         9%

Return on average assets (6)               1.41%       1.39%     0.02%
Cash return on average tangible
 assets (6) (7)                            1.48%       1.45%     0.03%

Return on average equity (6)              13.84%      14.71%    -0.87%
Cash return on average tangible
 equity (6) (7)                           25.99%      26.60%    -0.61%

Efficiency ratio (8)                      51.05%      51.71%    -0.66%
Cash efficiency ratio (9)                 50.38%      50.94%    -0.56%
------------------------------------ ---------------------------------

                                       Three Months Ended
                                           December 31,          %
                                    -------------------------
                                       2004         2003      Change
                                    ------------ ----------- ---------

Net interest income                    $246,063    $213,288        15%
Net income                              $20,698     $91,562       -77%
Shares outstanding (end of period)      179,298     162,188        11%
Weighted average shares outstanding:
         Basic                          177,071     162,149         9%
         Diluted                        179,953     165,685         9%

Earnings per share:
        Basic                             $0.12       $0.56       -79%
        Diluted                           $0.12       $0.55       -78%

Shareholders' equity (end of period) $3,176,114  $2,520,519        26%
Book value per share (end of period)     $17.71      $15.54        14%
Tangible book value per share (end
 of period)                               $9.82       $8.37        17%

                                                              Nominal
RATIOS & OTHER INFORMATION:           Inc/(Dec)              Inc/(Dec)
                                     -----------             ---------

Net interest margin (net interest
 income as a % of average earning
 assets) (1)                               3.87%       3.65%     0.22%
Net interest spread (yield on
 earning assets minus yield on
 interest-bearing liabilities) (1)         3.59%       3.42%     0.17%

Return on average assets                   0.29%       1.39%    -1.10%
Return on average equity                   2.66%      14.72%   -12.06%

At period end:
------------------------------------
Tier 1 leverage capital ratio              7.58%       6.65%     0.93%
Tangible equity/tangible assets            6.45%       5.37%     1.08%
Total risk based capital ratio            12.16%      11.29%     0.87%

Non-performing loans                    $77,559     $59,762        30%
Total non-performing assets             $81,103     $63,103        29%
Non-performing loans as a % of total
 loans                                     0.42%       0.37%     0.05%
Non-performing assets as a % of
 total assets                              0.28%       0.24%     0.04%

Full service banking offices                386         359

FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS (Non-GAAP
 Financial Information):

Noninterest income as a percent of
 total income (2)                         26.42%      27.71%    -1.29%

Merger and consolidation costs on a
 net of tax basis (3)                   $32,316        $855      3680%
         Per diluted share:               $0.17       $0.01      1600%
Deleveraging losses, net of tax
 basis (4)                              $51,560           -        NM
         Per diluted share:               $0.29           -        NM

Noninterest expense (5)                $167,528    $154,360         9%

Return on average assets (6)               1.46%       1.41%     0.05%
Cash return on average tangible
 assets (6) (7)                            1.53%       1.49%     0.04%

Return on average equity (6)              13.43%      14.86%    -1.43%
Cash return on average tangible
 equity (6) (7)                           24.80%      27.86%    -3.06%

Efficiency ratio (8)                      50.10%      52.32%    -2.22%
Cash efficiency ratio (9)                 49.42%      51.53%    -2.11%

----------------------------------------------------------------------

(1) Adjusted to fully taxable equivalent basis.

(2) Excludes securities gains/(losses).

(3) Merger and consolidation costs consist of merger charges, certain
    asset write-downs and branch closing costs.

(4) Deleveraging losses consist of losses on securities sales and
    prepayment penalties on borrowings incurred in connection with a
    balance sheet restructuring in October 2004.

(5) Excludes pre-tax merger and consolidation costs and prepayment
    penalties on borrowings.

(6) Excludes merger and consolidation costs and deleveraging losses,
    net of related tax benefits.

(7) Cash ratios reflect an adjustment to add back the amortization of
    intangible assets, net of related tax benefits.

(8) Excludes securities gains/(losses), prepayment penalties on
    borrowings, and merger and consolidation costs.

(9) Excludes securities gains/(losses), prepayment penalties on
    borrowings, merger and consolidation costs, and amortization of
    intangible assets. Ratios are annualized where appropriate.



Banknorth Group, Inc. and Subsidiaries
----------------------------------------------------------------------
CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited)


                                  Three Months Ended December 31,
----------------------------------------------------------------------
                                     2004                 2003
----------------------------------------------------------------------
                                Average    Yield/     Average   Yield/
(Dollars in thousands)          Balance     Rate      Balance    Rate
----------------------------------------------------------------------

Assets

Loans and leases (1)
   Residential real estate
    mortgages                  $3,138,974   4.94%   $2,718,881   5.25%
   Commercial real estate
    mortgages                   6,250,243   5.95%    5,392,549   5.78%
   Commercial loans and
    leases                      3,853,844   5.19%    3,233,277   4.83%
   Consumer loans and leases    5,308,272   5.28%    4,676,259   5.29%
                              ------------         ------------
                               18,551,333   5.43%   16,020,966   5.36%
Securities                      6,974,995   4.51%    7,432,088   4.09%
Federal funds sold and other
 short-term investments            12,461   0.95%        5,176   2.00%
Securities purchased under
 agreements to resell               1,667   1.75%            -   0.00%
                              ------------         ------------
     Total earning assets      25,540,456   5.18%   23,458,230   4.96%

Bank owned life insurance         519,506              484,428
Noninterest-earning assets      2,516,439            2,124,138
                              ------------         ------------
     Total assets             $28,576,401          $26,066,796
                              ============         ============

Liabilities & Shareholders'
 Equity

Interest-bearing deposits:
   Regular savings             $2,568,297   0.29%   $2,476,385   0.37%
   Retail money market and
    NOW accounts                8,057,876   0.86%    6,982,431   0.79%
   Retail certificates of
    deposit                     4,539,483   2.04%    4,803,437   2.10%
   Brokered deposits                  576   2.38%            -   0.00%
                              ------------         ------------
       Total interest-bearing
        deposits               15,166,232   1.12%   14,262,253   1.16%
Borrowed funds                  5,805,974   2.83%    5,643,402   2.51%
                              ------------         ------------
       Total interest-bearing
        liabilities            20,972,206   1.59%   19,905,655   1.54%
Noninterest bearing deposits    4,319,603            3,494,692
Other liabilities                 187,705              198,424
Shareholders' equity            3,096,887            2,468,025
                              ------------         ------------

       Total liabilities and
        shareholders' equity  $28,576,401          $26,066,796
                              ============         ============

Net earning assets             $4,568,250           $3,552,575
                              ============         ============

Net interest income (fully
 taxable equivalent)             $247,821             $214,865
Less: fully taxable
 equivalent adjustments            (1,758)              (1,577)
                              ------------         ------------
Net interest income              $246,063             $213,288
                              ============         ============

Net interest rate spread
 (fully taxable equivalent)                 3.59%                3.42%
Net interest margin (fully
 taxable equivalent)                        3.87%                3.65%
----------------------------------------------------------------------

(1) Loans and leases include portfolio loans and leases, loans held
    for sale and nonperforming loans.


Banknorth Group, Inc. and Subsidiaries
----------------------------------------------------------------------
CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited)


                                      Year Ended December 31,
----------------------------------------------------------------------
                                     2004                 2003
----------------------------------------------------------------------
                                Average    Yield/     Average   Yield/
(Dollars in thousands)          Balance     Rate      Balance    Rate
----------------------------------------------------------------------

Assets

Loans and leases (1)
   Residential real estate
    mortgages                  $2,997,572   5.01%   $2,839,969   5.61%
   Commercial real estate
    mortgages                   5,959,510   5.79%    5,162,413   6.06%
   Commercial loans and
    leases                      3,686,919   4.92%    3,153,293   5.10%
   Consumer loans and leases    5,090,536   5.13%    4,477,532   5.61%
                              ------------         ------------
                               17,734,537   5.29%   15,633,207   5.65%
Securities                      7,501,956   4.33%    7,464,162   4.22%
Federal funds sold and other
 short-term investments             9,567   0.86%       11,004   1.46%
Securities purchased under
 agreements to resell                 419   1.75%            -   0.00%
                              ------------         ------------
     Total earning assets      25,246,479   5.00%   23,108,373   5.19%

Bank owned life insurance         503,957              465,446
Noninterest-earning assets      2,422,988            2,042,528
                              ------------         ------------
     Total assets             $28,173,424          $25,616,347
                              ============         ============

Liabilities & Shareholders'
 Equity

Interest-bearing deposits:
   Regular savings             $2,563,838   0.29%   $2,399,179   0.46%
   Retail money market and
    NOW accounts                7,678,644   0.81%    6,652,030   0.89%
   Retail certificates of
    deposit                     4,647,746   1.96%    5,027,739   2.36%
   Brokered deposits                  272   2.03%            -   0.00%
                              ------------         ------------
       Total interest-bearing
        deposits               14,890,500   1.08%   14,078,948   1.34%
Borrowed funds                  6,245,995   2.60%    5,693,420   2.87%
                              ------------         ------------
       Total interest-bearing
        liabilities            21,136,495   1.53%   19,772,368   1.78%
Noninterest bearing deposits    3,987,311            3,224,035
Other liabilities                 184,078              203,018
Shareholders' equity            2,865,540            2,416,926
                              ------------         ------------

       Total liabilities and
        shareholders' equity  $28,173,424          $25,616,347
                              ============         ============

Net earning assets             $4,109,984           $3,336,005
                              ============         ============

Net interest income (fully
 taxable equivalent)             $939,853             $846,727
Less: fully taxable
 equivalent adjustments            (6,471)              (5,896)
                              ------------         ------------
Net interest income              $933,382             $840,831
                              ============         ============

Net interest rate spread
 (fully taxable equivalent)                 3.47%                3.41%
Net interest margin (fully
 taxable equivalent)                        3.72%                3.66%
----------------------------------------------------------------------

(1) Loans and leases include portfolio loans and leases, loans held
    for sale and nonperforming loans.


Banknorth Group, Inc. and Subsidiaries
----------------------------------------------------------------------
Asset Quality (unaudited)
(Dollars in thousands)


                    12/31/    9/30/       6/30/     3/31/     12/31/
                     2004      2004        2004      2004      2003
                   --------- ---------   --------- --------- ---------

  Non-performing assets:

    Residential
     real estate
     mortgages       $7,846    $7,274      $7,870    $7,990    $7,157
    Commercial real
     estate
     mortgages       29,948    33,249      27,951    24,619    19,700
    Commercial
     business loans
     and leases      32,421    18,573      23,636    28,978    24,412
    Consumer loans
     and leases       7,344     6,827       5,685     6,267     8,493

                   --------- ---------   --------- --------- ---------
  Total non-
   performing loans
   and leases        77,559    65,923      65,142    67,854    59,762

  Other non-
   performing
   assets, net        3,544     2,056       2,025     2,700     3,341

                   --------- ---------   --------- --------- ---------
  Total non-
   performing
   assets           $81,103   $67,979     $67,167   $70,554   $63,103
                   ========= =========   ========= ========= =========

  Allowance for
   loan and lease
   losses          $243,152  $242,885 (1)$247,620  $233,297  $232,287
  Liability for
   unfunded credit
   commitments        6,707     6,600
                   --------- ---------
 Total allowance
  for credit losses$249,859  $249,485
                   ========= =========

  Net loan charge-
   offs (recoveries):

    Residential
     real estate
     mortgages          ($9)      $86        ($42)     ($72)      $10
    Commercial real
     estate
     mortgages         (486)     (530)       (663)     (446)     (168)
                   ---------------------------------------------------
  Total real estate
   mortgages           (495)     (444)       (705)     (518)     (158)
    Commercial
     business loans
     and leases       5,594     2,939       3,387     1,785     2,402
    Consumer loans
     and leases       5,305     6,310       6,160     7,223     8,111

                   --------- ---------   --------- --------- ---------
  Total net charge-
   offs             $10,404    $8,805      $8,842    $8,490   $10,355
                   ========= =========   ========= ========= =========

  Ratios:

  Allowance for
   credit losses to
   total loans and
   leases              1.34%     1.36%(1)    1.37%     1.40%     1.42%
  Allowance for
   credit losses to
   non-performing
   loans             322.15%   378.45%(1)  380.12%   343.82%   388.69%
  Non-performing
   loans to total
   loans and leases    0.42%     0.36%       0.36%     0.41%     0.37%
  Non-performing
   assets to total
   assets              0.28%     0.23%       0.23%     0.26%     0.24%
  Net charge-offs
   to average loans
   - QTD (2)           0.22%     0.19%       0.20%     0.21%     0.26%
----------------------------------------------------------------------

(1) In September 2004, $6.6 million was transferred from the allowance
    for loan and lease losses to a liability account related to
    reserves for off-balance sheet loan commitments.

(2) Annualized.


Banknorth Group, Inc. and Subsidiaries
----------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(In thousands, except per share data)

                                    Three Months Ended
                     -------------------------------------------------
                       12/31/     9/30/     6/30/     3/31/    12/31/
                         2004      2004      2004      2004      2003
                    --------------------------------------------------
Interest and
 dividend income     $329,846  $325,361  $309,146  $292,652  $290,414
Interest expense       83,783    85,701    79,096    75,043    77,126
                     --------- --------- --------- --------- ---------
Net interest income   246,063   239,660   230,050   217,609   213,288
Provision for loan
 and lease losses      10,670    10,670     9,500     9,500    10,400
                     --------- --------- --------- --------- ---------
       Net interest
        income after
        provision
        for loan and
        lease losses  235,393   228,990   220,550   208,109   202,888
                     --------- --------- --------- --------- ---------

Noninterest income:
   Deposit services    28,326    27,583    27,260    26,153    25,881
   Insurance
    brokerage
    commissions        11,880    12,417    12,278    13,736    11,480
   Merchant and
    electronic
    banking income,
    net                13,368    13,723    13,069    10,404    10,542
   Wealth management
    services           10,489    10,280     9,870     9,149     8,470
   Bank owned life
    insurance           5,779     5,732     6,275     5,496     5,978
   Investment
    planning
    services            4,799     4,634     5,146     4,839     4,765
   Net
    gains/(losses)
    on sales of
    securities        (17,761)    3,124     3,355     3,581     2,682
  Other noninterest
   income              13,711    14,020    12,223    14,859    14,637
                     --------- --------- --------- --------- ---------
                       70,591    91,513    89,476    88,217    84,435
                     --------- --------- --------- --------- ---------
Noninterest expense:
   Salaries and
    employee
    benefits           90,138    91,935    87,005    87,534    81,451
   Occupancy and
    equipment
    expense            29,320    27,940    27,512    27,599    26,731
   Data processing     11,568    11,118    10,018    10,436     9,881
   Advertising and
    marketing           5,445     6,278     6,303     7,523     5,430
   Amortization of
    identifiable
    intangible assets   2,260     2,379     2,084     1,904     2,324
   Merger and
    consolidation
    costs (1)          38,286     5,603     4,135     1,614     1,316
   Prepayment
    penalties on
    borrowings         61,546         -         -         -         -
   Other noninterest
    expense            28,796    28,945    26,769    23,109    28,543
                     --------- --------- --------- --------- ---------
                      267,359   174,198   163,826   159,719   155,676
                     --------- --------- --------- --------- ---------

Income before income
 tax expense           38,625   146,305   146,200   136,607   131,647
Income tax expense     17,927    48,534    50,353    46,280    40,085
                     --------- --------- --------- --------- ---------
     Net Income       $20,698   $97,771   $95,847   $90,327   $91,562
                     ========= ========= ========= ========= =========

Weighted average
 shares outstanding:
       Basic          177,071   173,271   169,637   162,965   162,149
       Diluted        179,953   176,756   173,109   166,657   165,685
Earnings per share:
       Basic            $0.12     $0.56     $0.57     $0.55     $0.56
       Diluted           0.12      0.55      0.55      0.54      0.55

----------------------------------------------------------------------

(1) Merger and consolidation costs consist of merger charges, certain
    asset write-downs and branch closing costs.


Banknorth Group, Inc. and Subsidiaries
SELECTED FINANCIAL HIGHLIGHTS (Unaudited)
----------------------------------------------------------------------
(In thousands, except per share data)

                                          Three Months Ended
                                  ------------------------------------
                                  12/31/2004   9/30/2004   6/30/2004
                                  ------------------------------------

Net interest income                 $246,063    $239,660    $230,050
Net income                           $20,698     $97,771     $95,847
Shares outstanding (end of
 period)                             179,298     174,023     172,546
Weighted average shares
 outstanding:
         Basic                       177,071     173,271     169,637
         Diluted                     179,953     176,756     173,109

Earnings per share:
        Basic                          $0.12       $0.56       $0.57
        Diluted                        $0.12       $0.55       $0.55

Shareholders' equity (end of
 period)                          $3,176,114  $3,046,242  $2,866,692
Book value per share (end of
 period)                              $17.71      $17.50      $16.61
Tangible book value per share
 (end of period)                       $9.82       $9.34       $8.39

RATIOS & OTHER INFORMATION:
Net interest margin (net
 interest income as a % of
 average earning assets) (1)            3.87%       3.68%       3.66%
Net interest spread (yield on
 earning assets minus yield on
 interest-bearing liabilities) (1)      3.59%       3.42%       3.43%

Return on average assets                0.29%       1.33%       1.36%
Return on average equity                2.66%      13.24%      13.54%

At period end:
--------------------------------
Tier 1 leverage capital ratio           7.58%       6.95%       6.80%
Tangible equity/tangible assets         6.45%       5.89%       5.20%
Total risk based capital ratio         12.16%      11.62%      11.13%

Non-performing loans                 $77,559     $65,923     $65,142
Total non-performing assets          $81,103     $67,979     $67,167
Non-performing loans as a % of
 total loans                            0.42%       0.36%       0.36%
Non-performing assets as a % of
 total assets                           0.28%       0.23%       0.23%

Full service banking offices             386         387         389

FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS (Non-GAAP
 Financial Information):

Noninterest income as a percent
 of total income (2)                   26.42%      26.94%      27.24%

Merger and consolidation costs
 on a net of tax basis (3)           $32,316      $4,342      $2,687
         Per diluted share:            $0.17       $0.03       $0.02
Deleveraging, net of tax basis (4)   $51,560           -           -
         Per diluted share:            $0.29           -           -

Noninterest expense (5)             $167,528    $168,595    $159,691

Return on average assets (6)            1.46%       1.39%       1.40%
Cash return on average tangible
 assets (6) (7)                         1.53%       1.49%       1.49%

Return on average equity (6)           13.43%      13.82%      13.92%
Cash return on average tangible
 equity (6) (7)                        24.80%      27.20%      26.67%

Efficiency ratio (8)                   50.10%      51.39%      50.51%
Cash efficiency ratio (9)              49.42%      50.67%      49.85%
--------------------------------  ------------------------------------

(In thousands, except per share data)            Three Months Ended
                                               -----------------------
                                                3/31/2004  12/31/2003
                                               -----------------------


Net interest income                              $217,609    $213,288
Net income                                        $90,327     $91,562
Shares outstanding (end of period)                163,046     162,188
Weighted average shares outstanding:
         Basic                                    162,965     162,149
         Diluted                                  166,657     165,685

Earnings per share:
        Basic                                       $0.55       $0.56
        Diluted                                     $0.54       $0.55

Shareholders' equity (end of period)           $2,651,911  $2,520,519
Book value per share (end of period)               $16.26      $15.54
Tangible book value per share (end of period)       $9.14       $8.37

RATIOS & OTHER INFORMATION:
Net interest margin (net interest income as a
 % of average earning assets) (1)                    3.68%       3.65%
Net interest spread (yield on earning assets
 minus yield on interest-bearing liabilities) (1)    3.46%       3.42%

Return on average assets                             1.37%       1.39%
Return on average equity                            14.13%      14.72%

At period end:
---------------------------------------------
Tier 1 leverage capital ratio                        6.84%       6.65%
Tangible equity/tangible assets                      5.79%       5.37%
Total risk based capital ratio                      11.47%      11.29%

Non-performing loans                              $67,854     $59,762
Total non-performing assets                       $70,554     $63,103
Non-performing loans as a % of total loans           0.41%       0.37%
Non-performing assets as a % of total assets         0.26%       0.24%

Full service banking offices                          358         359

FINANCIAL INFORMATION AND RATIOS EXCLUDING CERTAIN ITEMS (Non-GAAP
 Financial Information):

Noninterest income as a percent of total
 income (2)                                         28.00%      27.71%

Merger and consolidation costs on a net of
 tax basis (3)                                     $1,049        $855
         Per diluted share:                         $0.01       $0.01
Deleveraging, net of tax basis (4)                      -           -
         Per diluted share:                             -           -

Noninterest expense (5)                          $158,105    $154,360

Return on average assets (6)                         1.39%       1.41%
Cash return on average tangible assets (6)
 (7)                                                 1.47%       1.49%

Return on average equity (6)                        14.29%      14.86%
Cash return on average tangible equity (6) (7)      26.44%      27.86%

Efficiency ratio (8)                                52.31%      52.32%
Cash efficiency ratio (9)                           51.68%      51.53%
----------------------------------------------------------------------


(1) Adjusted to fully taxable equivalent basis.

(2) Excludes securities gains/(losses).

(3) Merger and consolidation costs consist of merger charges, certain
    asset write-downs and branch closing costs.

(4) Deleveraging losses consist of losses on securities sales and
    prepayment penalties on borrowings incurred in connection with a
    balance sheet restructuring in October 2004.

(5) Excludes pre-tax merger and consolidation costs and prepayment
    penalties on borrowings.

(6) Excludes merger and consolidation costs and deleveraging losses,
    net of related tax benefits.

(7) Cash ratios reflect an adjustment to add back the amortization of
    intangible assets, net of related tax benefits.

(8) Excludes securities gains/(losses), prepayment penalties on
    borrowings, and merger and consolidation costs.

(9) Excludes securities gains/(losses), prepayment penalties on
    borrowings, merger and consolidation costs, and amortization of
    intangible assets.

Ratios are annualized where appropriate.


Banknorth Group, Inc. and Subsidiaries
Reconciliation Table - Non-GAAP Financial Information (Unaudited)
----------------------------------------------------------------------
(In thousands, except per share  data)

                                    Three Months Ended
                     -------------------------------------------------
                      12/31/     9/30/     6/30/     3/31/    12/31/
                       2004      2004      2004      2004      2003
                     -------------------------------------------------


Net income (GAAP)     $20,698   $97,771   $95,847   $90,327   $91,562
Add back merger and
 consolidation costs and
 deleveraging losses, net of
 tax
 Merger related        32,381     4,342     2,687     1,354       862
 Branch Closings            -         -         -         -        (7)
 Revised auto lease
  residual charge         (65)        -         -      (305)        -
 Deleveraging          51,560
                     --------- --------- --------- --------- ---------
Excluding merger and
 consolidation costs
 and deleveraging
 losses               104,574   102,113    98,534    91,376    92,417

Add back
 amortization of
 intangibles, net of
 tax                    1,469     1,547     1,354     1,238     1,511

                     --------- --------- --------- --------- ---------
Cash basis,
 excluding merger
 and consolidation
 costs and
 deleveraging losses $106,043  $103,660   $99,888   $92,614   $93,928
                     ========= ========= ========= ========= =========

Basic earnings per
 share (GAAP)           $0.12     $0.56     $0.57     $0.55     $0.56
Effects of merger and
 consolidation costs,
 net of tax              0.18      0.03      0.01      0.01      0.01
Effects of
 deleveraging
 losses, net of tax      0.29         -         -         -         -
                     --------- --------- --------- --------- ---------
Excluding merger and
 consolidation costs
 and deleveraging
 losses                  0.59      0.59      0.58      0.56      0.57
Effects of
 amortization of
 intangibles, net of
 tax                     0.01      0.01      0.01      0.01      0.01
                     --------- --------- --------- --------- ---------
Cash basis, excluding
 merger and
 consolidation costs
 and deleveraging
 losses                 $0.60     $0.60     $0.59     $0.57     $0.58
                     ========= ========= ========= ========= =========

Diluted earnings per
 share (GAAP)           $0.12     $0.55     $0.55     $0.54     $0.55
Effects of merger and
 consolidation costs,
 net of tax              0.17      0.03      0.02      0.01      0.01
Effects of
 deleveraging
 losses, net of tax      0.29         -         -         -         -
                     --------- --------- --------- --------- ---------
Excluding merger and
 consolidation costs
 and deleveraging
 losses                  0.58      0.58      0.57      0.55      0.56
Effects of
 amortization of
 intangibles, net of
 tax                     0.01      0.01      0.01      0.01      0.01
                     --------- --------- --------- --------- ---------
Cash basis, excluding
 merger and
 consolidation costs
 and deleveraging
 losses                 $0.59     $0.59     $0.58     $0.56     $0.57
                     ========= ========= ========= ========= =========

Return on average
 assets (GAAP)           0.29%     1.33%     1.36%     1.37%     1.39%
Effects of merger and
 consolidation costs,
 net of tax              0.45%     0.06%     0.04%     0.02%     0.02%
Effects of
 deleveraging
 losses, net of tax      0.72%     0.00%     0.00%     0.00%     0.00%
                     --------- --------- --------- --------- ---------
Excluding merger and
 consolidation costs
 and deleveraging
 losses                  1.46%     1.39%     1.40%     1.39%     1.41%
Effects of
 amortization of
 intangibles, net of
 tax                     0.07%     0.10%     0.09%     0.08%     0.08%
                     --------- --------- --------- --------- ---------
Cash basis, excluding
 merger and
 consolidation costs
 and deleveraging
 losses                  1.53%     1.49%     1.49%     1.47%     1.49%
                     ========= ========= ========= ========= =========

Return on average
 equity (GAAP)           2.66%    13.24%    13.54%    14.13%    14.72%
Effects of merger and
 consolidation costs,
 net of tax              4.15%     0.58%     0.38%     0.16%     0.14%
Effects of
 deleveraging
 losses, net of tax      6.62%     0.00%     0.00%     0.00%     0.00%
                     --------- --------- --------- --------- ---------
Excluding merger and
 consolidation costs
 and deleveraging
 losses                 13.43%    13.82%    13.92%    14.29%    14.86%
Effects of
 amortization of
 intangibles, net of
 tax                    11.37%    13.38%    12.75%    12.15%    13.00%
                     --------- --------- --------- --------- ---------
Cash basis, excluding
 merger and
 consolidation costs
 and deleveraging
 losses                 24.80%    27.20%    26.67%    26.44%    27.86%
                     ========= ========= ========= ========= =========


Efficiency ratio        84.43%    52.60%    51.27%    52.23%    52.29%
Effects of
 securities gains
 (losses)              -22.89%     0.50%     0.54%     0.61%     0.47%
Effects of merger and
 consolidation costs
 and prepayment
 penalties             -11.44%    -1.71%    -1.30%    -0.53%    -0.44%
                     --------- --------- --------- --------- ---------
Excluding securities
 gains (losses)
  and merger and
   consolidation
   costs and
   prepayment
   penalties            50.10%    51.39%    50.51%    52.31%    52.32%
Effects of
 amortization of
 intangibles            -0.68%    -0.72%    -0.66%    -0.63%    -0.79%
                     --------- --------- --------- --------- ---------
Cash basis,
 excluding
 securities gains
 (losses),
 prepayment
 penalties and
 merger and
 consolidation costs    49.42%    50.67%    49.85%    51.68%    51.53%
                     ========= ========= ========= ========= =========


Non Interest Income   $70,591   $91,513   $89,476   $88,217   $84,435
Net gains (losses)
 on sales of
 securities           (17,761)    3,124     3,355     3,581     2,682
                     --------- --------- --------- --------- ---------
Excluding securities
 gains (losses)       $88,352   $88,389   $86,121   $84,636   $81,753
                     ========= ========= ========= ========= =========


Non Interest Expense $267,359  $174,198  $163,826  $159,719  $155,676
Merger and
 consolidation costs   38,286     5,603     4,135     1,614     1,316
Prepayment penalties
 on borrowings         61,546         -         -         -         -
                     --------- --------- --------- --------- ---------
Excluding merger and
 consolidation costs
 and prepayment
 penalties           $167,527  $168,595  $159,691  $158,105  $154,360
                     ========= ========= ========= ========= =========


Banknorth Group, Inc. and Subsidiaries
Reconciliation Table - Non-GAAP Financial Information
 (Unaudited)
----------------------------------------------------------------------
(In thousands, except per share data)                Year Ended
                                               -----------------------
                                               12/31/2004  12/31/2003
                                               -----------------------


Net income (GAAP)                                $304,643    $350,759
Add back merger and consolidation costs
 and deleveraging losses, net of tax
 Merger related                                    40,765       5,709
 Branch closings                                        -         (34)
 Revised auto lease residual charge                  (370)       (400)
 Deleveraging                                      51,560           -
                                               ----------- -----------
Excluding merger and consolidation costs and
 deleveraging losses                              396,598     356,034

Add back amortization of intangibles, net of
 tax                                                5,608       5,815

                                               ----------- -----------
Cash basis, excluding merger and consolidation
 costs and deleveraging losses                   $402,206    $361,849
                                               =========== ===========

Basic earnings per share (GAAP)                     $1.78       $2.18
Effects of merger and consolidation costs, net
 of tax                                              0.24        0.03
Effects of deleveraging losses, net of tax           0.30           -
                                               ----------- -----------
Excluding merger and consolidation costs and
 deleveraging losses                                 2.32        2.21
Effects of amortization of intangibles, net of
 tax                                                 0.04        0.04
                                               ----------- -----------
Cash basis, excluding merger and consolidation
 costs and deleveraging losses                      $2.36       $2.25
                                               =========== ===========

Diluted earnings per share (GAAP)                   $1.75       $2.15
Effects of merger and consolidation costs, net
 of tax                                              0.23        0.03
Effects of deleveraging losses, net of tax           0.30           -
                                               ----------- -----------
Excluding merger and consolidation costs and
 deleveraging losses                                 2.28        2.18
Effects of amortization of intangibles, net of
 tax                                                 0.03        0.03
                                               ----------- -----------
Cash basis, excluding merger and consolidation
 costs and deleveraging losses                      $2.31       $2.21
                                               =========== ===========

Return on average assets (GAAP)                      1.08%       1.37%
Effects of merger and consolidation costs, net
 of tax                                              0.14%       0.02%
Effects of deleveraging losses, net of tax           0.19%       0.00%
                                               ----------- -----------
Excluding merger and consolidation costs and
 deleveraging losses                                 1.41%       1.39%
Effects of amortization of intangibles, net of
 tax                                                 0.07%       0.06%
                                               ----------- -----------
Cash basis, excluding merger and consolidation
 costs and deleveraging losses                       1.48%       1.45%
                                               =========== ===========

Return on average equity (GAAP)                     10.63%      14.51%
Effects of merger and consolidation costs, net
 of tax                                              1.41%       0.20%
Effects of deleveraging losses, net of tax           1.80%       0.00%
                                               ----------- -----------
Excluding merger and consolidation costs and
 deleveraging losses                                13.84%      14.71%
Effects of amortization of intangibles, net of
 tax                                                12.15%      11.89%
                                               ----------- -----------
Cash basis, excluding merger and consolidation
 costs and deleveraging losses                      25.99%      26.60%
                                               =========== ===========


Efficiency ratio                                    60.09%      53.09%
Effects of securities gains (losses)                -5.16%      -0.69%
Effects of merger and consolidation costs and
 prepayment penalties                               -3.88%      -0.69%
                                               ----------- -----------
Excluding securities gains (losses),
 prepayment penalties on borrowings, and
 merger and consolidation costs                     51.05%      51.71%
Effects of amortization of intangibles              -0.67%      -0.77%
                                               ----------- -----------
Cash basis, excluding securities gains
 (losses), prepayment penalties on borrowings,
 and merger and consolidation costs                 50.38%      50.94%
                                               =========== ===========


Non Interest Income                              $339,799    $367,159
Net gains (losses) on sales of securities          (7,701)     42,460
                                               ----------- -----------
Excluding securities gains (losses)              $347,500    $324,699
                                               =========== ===========


Non Interest Expense                             $765,101    $641,270
Merger and consolidation costs                     49,635       8,104
Prepayment penalties on borrowings                 61,546      30,490
                                               ----------- -----------
Excluding merger and consolidation costs and
 prepayment penalties                            $653,920    $602,676
                                               =========== ===========
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