Susquehanna Bancshares, Inc. Announces Third Quarter 2009 Results and Declares Dividend

October 28, 2009 1:00 PM EDT

LITITZ, Pa.--(BUSINESS WIRE)-- Susquehanna Bancshares, Inc. (Susquehanna) (NASDAQ: SUSQ) today announced net income applicable to common shareholders for the third quarter ended September 30, 2009 was $2.7 million, or $0.03 per diluted share, compared to $6.4 million for the third quarter of 2008, or $0.07 per diluted share. Net loss for the first nine months of 2009 was ($7.4) million, or ($0.09) per diluted share, compared to net income of $63.6 million or $0.74 per share for the first nine months of 2008.

The board of directors of Susquehanna Bancshares, Inc. has declared a fourth quarter dividend of $0.01 per common share, a reduction from the third quarter dividend, which was $0.05 per share. The dividend is payable on November 23, 2009 to shareholders of record November 9, 2009.

"After careful deliberation, our board made the decision to reduce our quarterly dividend," said William J. Reuter, Chairman and Chief Executive Officer. "Susquehanna remains well capitalized, and we believe this is a prudent step to preserve our strong position during this prolonged economic downturn."

Third Quarter Financial Results (Third Quarter 2009 vs. Third Quarter 2008)

    --  Net loans and leases grew 4% to $9.9 billion from September 30, 2008.
        o Consumer loans increased 8%.
        o Real estate secured-commercial loans increased 6%.
        o Commercial loans increased 6%.
        o Real estate secured-residential loans increased 5%.
        o Leases increased 12%.
        o Real estate-construction loans decreased 7%.
    --  Total deposits decreased 3% to $8.9 billion from September 30, 2008.
        o Non-interest bearing demand deposits decreased 1%.
        o Interest-bearing demand deposits increased 21%.
        o Savings deposits increased 2%.
    --  Net interest margin for the quarter increased 4 basis points to 3.64%
        compared to 3.60% for the third quarter of 2008.

    --  Net charge-offs as a percentage of average loans and leases for the
        third quarter of 2009 were 1.48% compared to 0.35% for the third quarter
        of 2008. Non-performing assets as a percentage of loans, leases and
        other real estate owned were 2.83% at September 30, 2009 compared to
        1.15% at September 30, 2008.
    --  Efficiency Ratio for the quarter was 61.48% compared to 78.38% for the
        third quarter of 2008.
    --  Common equity was $1.7 billion, or $19.53 per common share, at September
        30, 2009 compared to $1.7 billion, or $19.69 per common share, at
        September 30, 2008.
    --  Susquehanna's regulatory capital ratios are as follows:


                          At September 30, 2009  Well-Capitalized Threshold

Leverage Ratio            9.65%                  5.0%

Tier 1 Capital Ratio      11.05%                 6.0%

Total Risk-Based Capital  13.48%                 10.0%
Ratio



    --  Return on average assets and average tangible equity(1) for the third
        quarter ended September 30, 2009 finished at 0.20% and 3.76%,
        respectively. This compared to results of 0.19% and 5.21% for the same
        measurements, respectively, for the third quarter of 2008.

(1)A non-GAAP-based financial measure. The most comparable GAAP-based measurement for return on average tangible equity is return on average equity. A reconciliation of the differences between non-GAAP-based and GAAP-based measurements can be found at the end of this release under the heading "Supplemental Reporting of Non-GAAP-Based Financial Measures."

Linked Quarter Results (Third Quarter 2009 vs. Second Quarter 2009)

    --  Net loans and leases decreased 1% to $9.9 billion from June 30, 2009.
        o Consumer loans increased 2%.
        o Real estate secured - commercial loans increased 1%.
        o Real estate construction loans decreased 6%.
        o Commercial loans decreased 2%.
        o Leases increased 1%.

    --  Total deposits decreased 1% to $8.9 billion from June 30, 2009.
        o Non-interest bearing demand deposits decreased 3%.
        o Interest-bearing demand deposits increased 5%
        o Savings deposits decreased 3%.

    --  Net interest margin increased 12 basis points to 3.64% compared to 3.52%
        for the second quarter of 2009.

    --  Net charge-offs as a percentage of average loans and leases increased 47
        basis points to 1.48% compared to the second quarter of 2009.
        Non-performing assets as a percentage of loans, leases and other real
        estate owned increased 26 basis points to 2.83% at September 30, 2009.
    --  Efficiency Ratio for the quarter was 61.48% compared to 74.64% for the
        second quarter of 2009.
    --  Tangible Common Equity to Tangible Common Assets ratio increased to
        4.95% from 4.62% at June 30, 2009.

"The prolonged economic downturn has continued to impact customers in our markets, as well as our own financial performance. However, outside of our increased credit costs, our core operations are showing solid performance," said William J. Reuter, Chairman and Chief Executive Officer of Susquehanna Bancshares, Inc. "In the third quarter, we improved our net interest margin, controlled expenses to produce an improved efficiency ratio, and increased our non-interest income. Our core pre-provision, pre-tax income* improved 20%, from $40.9 million in the second quarter to $49.2 million in the third quarter."

"Our objective for the balance of this year and going into 2010 is clear," Reuter said. "We will continue to diligently monitor our loan portfolio to identify and mitigate potential credit quality issues, as well as build on our efforts to balance our deposit mix for improved net interest margin and carefully control expenses for enhanced efficiency."

Susquehanna will broadcast its third quarter 2009 results conference call over the Internet on October 29, 2009 at 11:00 a.m. Eastern time. The conference call will include management's discussion of third quarter 2009 results. The discussion may also include forward-looking information and financial goals. Investors will have the opportunity to listen to the conference call through a live broadcast on Susquehanna's Web site. The event may be accessed by selecting "Investor Relations" near the top right of the home page then "Overview" and clicking on the third quarter webcast link. To listen to the live call, please go to the Web site at least fifteen minutes prior to the scheduled start time to download and install any necessary audio software. For those who are unable to listen to the live broadcast, an archived replay and podcast will be available on the Web site shortly after the call concludes.

Susquehanna Bancshares, Inc. is a financial services holding company with assets of approximately $14 billion. Headquartered in Lititz, Pa., the company provides banking and financial services at more than 220 branch locations in the mid-Atlantic region. Through Susquehanna Wealth Management, the company offers investment, fiduciary, brokerage, insurance, retirement planning, and private banking services, with approximately $6 billion in assets under management and administration. Susquehanna also operates an insurance brokerage and employee benefits company, a commercial finance company and a vehicle leasing company. Investor information may be requested on Susquehanna's Web site at www.susquehanna.net.

This press release contains certain financial information determined by methods other than in accordance with GAAP. Susquehanna's management uses these non-GAAP measures in its analysis of the company's performance. These non-GAAP financial measures require management to make judgments about the exclusion of certain items, and if different judgments were made, the amounts reported would be different. These measures typically exclude the effects of intangibles and related amortization and include the tax benefit associated with revenue items that are tax-exempt. Disclosures regarding these non-GAAP financial measures are included in the accompanying financial information.

The presentation of these non-GAAP financial measures is intended to supplement investors' understanding of Susquehanna's core business activities. These non-GAAP 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 release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. In particular, this release includes forward-looking statement regarding Susquehanna's objectives for the balance of the year and for 2010. These statements are subject to certain risks and uncertainties including risks relating to Susquehanna's ability to monitor its existing loan portfolio, to find qualified borrowers and to cost-effectively manage its operations, as well as risks relating to changes in consumer confidence, changes in the general economic climate, unforeseen action taken by regulators and the other risks set forth in Susquehanna's filings with the Securities and Exchange Commission. Susquehanna encourages readers of this release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Forward-looking statements speak only as of the date they are made. Susquehanna does not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law.


*Core pre-provision, pre-tax income is determined as follows:

                                    ($ in Millions)

                                    3Q 2009  2Q 2009

Pre-Tax Income (Loss)               $5.9     ($18.2)

Provision for Loan Losses           48.0     50.0

Net Security Gains                  (4.7)    0.0

FDIC Special Assessment             0.0      6.2

Consolidation Charges               0.0      2.9

Core Pre-Provision, Pre-Tax Income  $49.2    $40.9




Susquehanna Bancshares, Inc.

P.O. Box 1000

Lititz, PA 17543

SUMMARY FINANCIAL INFORMATION

(Dollars in thousands, except per common share data)

                                                      Nine Months

                          3Q09          3Q08          2009          2008

Balance Sheet (EOP)

Investments               $1,822,895    $2,039,590    $1,822,895    $2,039,590

Loans and leases          9,863,705     9,454,094     9,863,705     9,454,094

Allowance for loan &      168,570       105,575       168,570       105,575
lease losses (ALLL)

Total assets              13,659,154    13,636,287    13,659,154    13,636,287

Deposits                  8,900,313     9,194,141     8,900,313     9,194,141

Short-term borrowings     1,020,614     738,516       1,020,614     738,516

FHLB borrowings           1,049,383     1,354,981     1,049,383     1,354,981

Long-term debt            448,246       422,943       448,246       422,943

Shareholders' equity      1,979,082     1,694,774     1,979,082     1,694,774

Stated book value per     19.53         19.69         19.53         19.69
common share

Tangible book value per   7.21          7.25          7.21          7.25
common share

Average Balance Sheet

Investments               $1,813,956    $2,085,899    $1,875,064    $2,068,829

Loans and leases          9,871,042     9,331,363     9,790,294     9,052,373

Total earning assets      11,790,107    11,509,955    11,776,540    11,220,901

Total assets              13,703,828    13,506,823    13,697,767    13,225,375

Deposits                  8,935,255     9,026,149     9,050,320     8,845,334

Short-term borrowings     1,050,060     722,528       939,446       643,341

FHLB borrowings           1,049,652     1,396,158     1,052,286     1,344,995

Long-term debt            448,280       422,870       448,223       421,297

Shareholders' equity      1,964,460     1,698,764     1,952,405     1,717,882

Income Statement

Net interest income       $104,802      $101,262      $300,176      $298,501

Provision for loan and    48,000        17,704        133,000       41,306
lease losses

Noninterest income        40,705        17,919        117,722       105,506

Noninterest expense       91,535        95,790        289,518       278,054

Income (loss) before      5,972         5,687         (4,620     )  84,647
taxes

(Benefit from) provision  (850       )  (673       )  (9,690     )  21,065
for income taxes

Net income                6,822         6,360         5,070         63,582

Net income (loss)
applicable to common      2,657         6,360         (7,424     )  63,582
shareholders

Basic earnings per        0.03          0.07          (0.09      )  0.74
common share

Diluted earnings per      0.03          0.07          (0.09      )  0.74
common share

Cash dividends paid per   0.05          0.26          0.36          0.78
common share

Asset Quality

Net charge-offs (NCO)     $36,947       $8,162        $78,179       $24,300

Nonaccrual loans &        225,343       96,022        225,343       96,022
leases

Restructured loans        32,188        2,592         32,188        2,592

OREO                      22,510        10,671        22,510        10,671

Total nonperforming       280,041       109,285       280,041       109,285
assets (NPA)

Loans & leases 90 days    38,396        20,313        38,396        20,313
past due

Susquehanna Bancshares, Inc.

P.O. Box 1000

Lititz, PA 17543

RATIO ANALYSIS            3Q09          3Q08          2009          2008

Credit Quality

NCO / Average loans &     1.48       %  0.35       %  1.07       %  0.36       %
leases

NPA / Loans & leases &    2.83       %  1.15       %  2.83       %  1.15       %
OREO

ALLL / Nonperforming      65.46      %  107.06     %  65.46      %  107.06     %
loans & leases

ALLL / Total loans &      1.71       %  1.12       %  1.71       %  1.12       %
leases

Capital Adequacy

Equity / Assets           14.49      %  12.43      %  14.49      %  12.43      %

Long-term debt / Equity   22.65      %  24.96      %  22.65      %  24.96      %

Profitability

Return on average assets  0.20       %  0.19       %  0.05       %  0.64       %

Return on average equity  1.38       %  1.49       %  0.35       %  4.94       %

Return on average         3.76       %  5.21       %  1.55       %  13.59      %
tangible equity (1)

Net interest margin       3.64       %  3.60       %  3.52       %  3.66       %

Efficiency ratio          61.48      %  78.38      %  67.67      %  67.37      %

(1)Supplemental Reporting of Non-GAAP-based Financial Measures

Return on average tangible equity is a non-GAAP-based financial measure
calculated using non-GAAP-based amounts. The most directly comparable measure is
return on average equity which is calculated using GAAP-based amounts. We
calculate return on average tangible equity by excluding the balance of
intangible assets and their related amortization expense from our calculation of
return on average equity. Management uses the return on average tangible equity
in order to review our core operating results. Management believes that this is
a better measure of our performance. In addition, this is consistent with the
treatment by bank regulatory agencies, which excludes goodwill and other
intangible assets from the calculation of risk-based capital ratios. A
reconciliation of return on average equity to return on average tangible equity
is set forth below.

                                                      Nine Months

                          3Q09          3Q08          2009          2008

Return on average equity  1.38       %  1.49       %  0.35       %  4.94       %
(GAAP basis)

Effect of excluding
average intangible        2.38       %  3.72       %  1.20       %  8.65       %
assets and related
amortization

Return on average         3.76       %  5.21       %  1.55       %  13.59      %
tangible equity




Susquehanna Bancshares, Inc.

P.O. Box 1000

Lititz, PA 17543

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

                                     September 30,  December 31,   September 30,

                                     2009           2008           2008

                                     (in thousands, except share data)

Assets

Cash and due from banks              $199,626       $237,701       $260,358

Unrestricted short-term investments  100,099        119,146        105,704

Cash and cash equivalents            299,725        356,847        366,062

Restricted short-term investments    50             214            213

Securities available for sale        1,813,910      1,870,746      2,030,395

Securities held to maturity (fair
values approximate $8,985,$9,145,    8,985          9,145          9,195
and $9,195)

Loans and leases, net of unearned    9,863,705      9,653,873      9,454,094
income

Less: Allowance for loan and lease   168,570        113,749        105,575
losses

Net loans and leases                 9,695,135      9,540,124      9,348,519

Premises and equipment, net          165,764        173,269        177,219

Foreclosed assets                    22,510         10,313         10,671

Accrued income receivable            38,028         40,486         43,363

Bank-owned life insurance            357,325        353,771        353,864

Goodwill                             1,018,031      1,017,551      1,014,282

Intangible assets with finite lives  46,116         54,044         56,658

Other assets                         193,575        256,478        225,846

Total assets                         $13,659,154    $13,682,988    $13,636,287

Liabilities and Shareholders'
Equity

Deposits:

Demand                               $1,210,770     $1,201,416     $1,228,255

Interest-bearing demand              2,962,307      2,528,475      2,446,467

Savings                              724,487        695,275        712,930

Time                                 2,747,706      3,045,653      2,962,563

Time of $100 or more                 1,255,043      1,595,674      1,843,926

Total deposits                       8,900,313      9,066,493      9,194,141

Short-term borrowings                1,020,614      910,219        738,516

Federal Home Loan Bank borrowings    1,049,383      1,069,784      1,354,981

Long-term debt                       176,055        176,284        151,289

Junior subordinated debentures       272,191        271,798        271,654

Accrued interest, taxes, and         71,708         55,126         63,957
expenses payable

Deferred taxes                       74,391         87,695         96,565

Other liabilities                    115,417        99,671         70,410

Total liabilities                    11,680,072     11,737,070     11,941,513

Shareholders' equity:

Preferred stock, $1,000 liquidation
value, 5,000,000 shares authorized.
Issued: 300,000 at September 30,     291,944        290,700        0
2009; 300,000,at December 31, 2008;
and 0 at September 30, 2008

Common stock, $2.00 par value,
200,000,000 shares authorized;
Issued: 86,394,320 at September 30,  172,789        172,349        172,179
2009; 86,174,285 at December 31,
2008; and 86,089,662 at September
30, 2008

Additional paid-in capital           1,056,800      1,055,255      1,044,338

Retained earnings                    475,591        512,924        516,290

Accumulated other comprehensive
loss, net of taxes of                (18,042     )  (85,310     )  (38,033     )
$9,715;$45,936; and $20,479

Total shareholders' equity           1,979,082      1,945,918      1,694,774

Total liabilities and shareholders'  $13,659,154    $13,682,988    $13,636,287
equity




Susquehanna Bancshares, Inc.

P.O. Box 1000

Lititz, PA 17543

CONSOLIDATED STATEMENTS OF
INCOME (UNAUDITED)

                                  Three Months Ended      Nine Months Ended

                                  September 30,           September 30,

(In thousands, except per share   2009        2008        2009        2008
data)

Interest Income:

Loans and leases, including fees  $139,591    $148,374    $415,341    $444,243

Securities:

Taxable                           16,758      21,331      54,329      65,521

Tax-exempt                        3,755       3,326       11,174      9,287

Dividends                         992         1,541       2,943       4,541

Short-term investments            54          491         529         1,939

Total interest income             161,150     175,063     484,316     525,531

Interest Expense:

Deposits:

Interest-bearing demand           4,499       7,441       17,102      27,254

Savings                           291         1,116       1,400       3,954

Time                              33,166      41,236      109,103     124,094

Short-term borrowings             1,098       3,179       3,233       9,368

FHLB borrowings                   10,122      13,120      30,275      39,104

Long-term debt                    7,172       7,709       23,027      23,256

Total interest expense            56,348      73,801      184,140     227,030

Net interest income               104,802     101,262     300,176     298,501

Provision for loan and lease      48,000      17,704      133,000     41,306
losses

Net interest income, after
provision for loan and lease      56,802      83,558      167,176     257,195
losses

Noninterest Income:

Service charges on deposit        9,326       11,968      28,277      34,823
accounts

Vehicle origination, servicing,   1,210       2,200       4,996       7,698
and securitization fees

Asset management fees             6,733       7,405       18,920      19,161

Income from fiduciary-related     1,803       1,977       5,270       6,500
activities

Commissions on brokerage, life    2,291       1,672       5,850       5,361
insurance and annuity sales

Commissions on property and       2,661       2,636       9,446       9,604
casualty insurance sales

Income from bank-owned life       1,312       3,719       4,094       10,651
insurance

Net gain on sale of loans and     3,142       1,856       8,141       4,960
leases

Net realized gain on sales of     4,727       0           5,079       207
securities

Other-than-temporary impairment
of securities related to credit   0           (17,550  )  (937     )  (17,550  )
losses

Other                             7,500       2,036       28,586      24,091

Total noninterest income          40,705      17,919      117,722     105,506

Noninterest Expenses:

Salaries and employee benefits    47,771      49,140      144,849     142,258

Occupancy                         7,633       8,994       26,696      27,304

Furniture and equipment           3,620       3,983       10,962      12,092

Advertising and marketing         1,802       2,657       6,392       9,843

FDIC insurance                    4,245       434         20,236      933

Amortization of intangible        2,624       2,853       7,928       8,048
assets

Vehicle lease disposal            3,858       3,622       10,384      9,148

Other                             19,982      24,107      62,071      68,428

Total noninterest expenses        91,535      95,790      289,518     278,054

Income (loss) before income       5,972       5,687       (4,620   )  84,647
taxes

(Benefit from) provision for      (850     )  (673     )  (9,690   )  21,065
income taxes

Net Income                        6,822       6,360       5,070       63,582

Preferred stock dividends and     4,165       0           12,494      0
accretion

Net Income (Loss) Applicable to   $2,657      $6,360      ($7,424  )  $63,582
Common Shareholders

Earnings per common share:

Basic                             $0.03       $0.07       ($0.09   )  $0.74

Diluted                           $0.03       $0.07       ($0.09   )  $0.74

Cash dividends per common share   $0.05       $0.26       $0.36       $0.78

Average common shares
outstanding:

Basic                             86,294      86,010      86,220      85,956

Diluted                           86,294      86,033      86,220      85,992




Susquehanna Bancshares, Inc.

P.O. Box 1000

Lititz, PA 17543

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY

Interest rates and interest differential-taxable equivalent basis

                  For the Three-month Period      For the Three-month Period
                  Ended                           Ended

                  September 30, 2009              September 30, 2008

                  Average                         Average

(Dollars in       Balance        Interest  Rate   Balance        Interest  Rate
thousands)                                 (%)                             (%)

Assets

Short-term        $105,109       $54       0.20   $92,693        $491      2.11
investments

Investment
securities:

Taxable           1,463,580      17,750    4.81   1,776,148      22,872    5.12

Tax-advantaged    350,376        5,775     6.54   309,751        5,117     6.57

Total investment  1,813,956      23,525    5.15   2,085,899      27,989    5.34
securities

Loans and
leases, (net):

Taxable           9,649,279      137,085   5.64   9,134,226      146,070   6.36

Tax-advantaged    221,763        3,855     6.90   197,137        3,546     7.16

Total loans and   9,871,042      140,940   5.66   9,331,363      149,616   6.38
leases

Total
interest-earning  11,790,107     164,519   5.54   11,509,955     178,096   6.16
assets

Allowance for
loan and lease    (163,409    )                   (98,963     )
losses

Other
non-earning       2,077,130                       2,095,831
assets

Total assets      $13,703,828                     $13,506,823

Liabilities

Deposits:

Interest-bearing  $2,878,901     4,499     0.62   $2,558,459     7,441     1.16
demand

Savings           738,392        291       0.16   734,832        1,116     0.60

Time              4,083,021      33,166    3.22   4,509,237      41,236    3.64

Short-term        1,050,060      1,098     0.41   722,528        3,179     1.75
borrowings

FHLB borrowings   1,049,652      10,122    3.83   1,396,158      13,120    3.74

Long-term debt    448,280        7,172     6.35   422,870        7,709     7.25

Total
interest-bearing  10,248,306     56,348    2.18   10,344,084     73,801    2.84
liabilities

Demand deposits   1,234,941                       1,223,621

Other             256,121                         240,354
liabilities

Total             11,739,368                      11,808,059
liabilities

Equity            1,964,460                       1,698,764

Total
liabilities &     $13,703,828                     $13,506,823
shareholders'
equity

Net interest
income / yield                   $108,171  3.64                  $104,295  3.60
on average
earning assets




1.  Average loan balances include non accrual loans.

2.  Tax-exempt income has been adjusted to a tax-equivalent basis using a
    marginal tax rate of 35%.

    For presentation in this table, average balances and the corresponding
3.  average rates for investment securities are based upon historical cost,
    adjusted for amortization of premiums and accretion of discounts.




Susquehanna Bancshares, Inc.

P.O. Box 1000

Lititz, PA 17543

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY

Interest rates and interest differential-taxable equivalent basis

                  For the Nine-month Period       For the Nine-month Period
                  Ended                           Ended

                  September 30, 2009              September 30, 2008

                  Average                         Average

(Dollars in       Balance        Interest  Rate   Balance        Interest  Rate
thousands)                                 (%)                             (%)

Assets

Short-term        $111,182       $529      0.64   $99,699        $1,939    2.60
investments

Investment
securities:

Taxable           1,528,135      57,271    5.01   1,775,290      70,062    5.27

Tax-advantaged    346,929        17,193    6.63   293,539        14,288    6.50

Total investment  1,875,064      74,464    5.31   2,068,829      84,350    5.45
securities

Loans and
leases, (net):

Taxable           9,569,595      408,064   5.70   8,858,477      437,299   6.59

Tax-advantaged    220,699        11,195    6.78   193,896        10,683    7.36

Total loans and   9,790,294      419,259   5.73   9,052,373      447,982   6.61
leases

Total
interest-earning  11,776,540     494,252   5.61   11,220,901     534,271   6.36
assets

Allowance for
loan and lease    (138,218    )                   (94,097     )
losses

Other
non-earning       2,059,445                       2,098,571
assets

Total assets      $13,697,767                     $13,225,375

Liabilities

Deposits:

Interest-bearing  $2,793,759     17,102    0.82   $2,662,819     27,254    1.37
demand

Savings           729,966        1,400     0.26   729,658        3,954     0.72

Time              4,309,384      109,103   3.38   4,243,996      124,094   3.91

Short-term        939,446        3,233     0.46   643,341        9,368     1.95
borrowings

FHLB borrowings   1,052,286      30,275    3.85   1,344,995      39,104    3.88

Long-term debt    448,223        23,027    6.87   421,297        23,256    7.37

Total
interest-bearing  10,273,064     184,140   2.40   10,046,106     227,030   3.02
liabilities

Demand deposits   1,217,211                       1,208,861

Other             255,087                         252,526
liabilities

Total             11,745,362                      11,507,493
liabilities

Equity            1,952,405                       1,717,882

Total
liabilities &     $13,697,767                     $13,225,375
shareholders'
equity

Net interest
income / yield                   $310,112  3.52                  $307,241  3.66
on average
earning assets




1.  Average loan balances include non accrual loans.

2.  Tax-exempt income has been adjusted to a tax-equivalent basis using a
    marginal tax rate of 35%.

    For presentation in this table, average balances and the corresponding
3.  average rates for investment securities are based upon historical cost,
    adjusted for amortization of premiums and accretion of discounts.




LOANS AND LEASES

Loans and leases, net of unearned income, were as follows:

                                   September 30,  December 31,    September 30,

                                   2009           2008            2008

                                                  (in thousands)

Commercial, financial, and         $2,096,869     $2,063,942      $1,987,149
agricultural

Real estate - construction         1,208,706      1,313,647       1,305,935

Real estate secured - residential  2,350,192      2,298,709       2,248,002

Real estate secured - commercial   3,016,452      2,875,502       2,833,555

Consumer                           443,417        419,371         409,583

Leases                             748,069        682,702         669,870

Total loans and leases             $9,863,705     $9,653,873      $9,454,094




Susquehanna Bancshares, Inc.

(Dollars in thousands)                 Non-Performing Loans and Leases

                                       09/30/09  06/30/09  03/31/09    12/31/08

Nonaccrual loans:

Commercial, financial, and             $18,064   $21,814   $24,292     $13,882
agricultural

Real estate - construction             102,667   94,798    71,876      49,774

Real estate secured - residential      35,752    30,650    20,279      18,271

Real estate secured - commercial       60,387    49,710    36,836      22,477

Consumer                               32        127       214         844

Leases                                 8,441     2,255     30          65

Total nonaccrual loans                 225,343   199,354   153,527     105,313

Restructured loans:

Commercial, financial, and             3,455     5,065     1,678       1,751
agricultural

Real estate - construction             0         8,456     0           0

Real estate secured - residential      203       1,031     0           0

Real estate secured - commercial       28,530    16,247    815         815

Total restructured loans               32,188    30,799    2,493       2,566

Total non-performing loans and leases  $257,531  $230,153  $156,020    $107,879

                                       Net Charge-offs

                                       3Q 2009   2Q 2009   1Q 2009

Commercial, financial, and             $7,940    $5,601    $4,327
agricultural

Real estate - construction             21,319    13,312    7,075

Real estate secured - residential      1,816     999       2,046

Real estate secured - commercial       3,870     2,834     (487     )

Consumer                               401       264       1,014

Leases                                 1,601     1,637     2,610

Total charge-offs                      $36,947   $24,647   $16,585




    Source: Susquehanna Bancshares, Inc.


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