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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2004

For the transition period from                      to                     

Commission File Number 0-8467

WESBANCO, INC.

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: 304-234-9000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the Registrant is an accelerated filer as defined by Rule 12b-2 of the Exchange Act.    Yes  þ    No  ¨

The aggregate market value of the Registrant’s outstanding voting common stock held by nonaffiliates on June 30, 2004, determined using a per share closing price on that date of $29.13, was approximately $514,885,130.

As of February 28, 2005, there were 23,143,501 shares of WesBanco, Inc. common stock $2.0833 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The portions of the definitive Proxy Statement of WesBanco, Inc. for the Annual Meeting of Shareholders to be held on April 20, 2005 (“Proxy Statement”), which will be filed within 120 days of December 31, 2004, referred to in Part III of this Form 10-K are incorporated by reference.

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WESBANCO, INC.

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PART I

GENERAL

WesBanco Inc. (“WesBanco”), a bank holding company, incorporated in 1968, headquartered in Wheeling, West Virginia, offers a full range of financial services including retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. WesBanco offers these services through two reportable segments, community banking and trust and investment services. Additional information regarding WesBanco’s business segments is set forth under the heading, Note 24, “Business Segments” on page 100 of this Annual Report on Form 10-K.

On January 3, 2005, WesBanco completed the acquisition of Winton Financial Corporation (“Winton”) and the merger of Winton’s subsidiary, The Winton Savings and Loan Company, Cincinnati, Ohio, with and into WesBanco’s commercial bank subsidiary, WesBanco Bank, Inc., (the “Bank”). WesBanco and Winton entered into the definitive Agreement and Plan of Merger on August 25, 2004. Winton and its banking subsidiary operated through seven branch offices and two residential mortgage loan production offices in the Cincinnati, Ohio, metropolitan market. The primary reasons for the merger with Winton were for entry into new higher growth markets and to further expand WesBanco’s branch network in the southwestern part of Ohio.

The aggregate purchase price for Winton was approximately $113.7 million, including approximately $6.3 million of direct acquisition costs, and the acquisition was consummated through the exchange of a combination of WesBanco common stock at a rate of 0.755 shares for 60% of Winton’s shares outstanding and $20.75 per share in cash for the remaining 40% of their stock. The acquisition was completed through the issuance of approximately 2,297,000 shares of WesBanco newly issued common stock and $42.1 million in cash, paid from WesBanco’s available funding sources. As of September 30, 2004, Winton had total assets of approximately $552 million, loans of $487 million, deposits of $365 million, borrowings of $131 million and shareholders’ equity of $48 million. WesBanco’s acquisition of Winton is set forth under the heading Note 25, “Subsequent Event (Unaudited)—Acquisition of Winton Financial Corporation” on pages 101 of this Annual Report on Form 10-K.

On August 31, 2004, WesBanco completed the acquisition of Western Ohio Financial Corporation (“Western Ohio”), Springfield, Ohio and the merger of Western Ohio’s subsidiary, Cornerstone Bank, with and into the Bank. WesBanco and Western Ohio entered into a definitive Agreement and Plan of Merger on April 1, 2004. On the date of acquisition Western Ohio operated through seven branches and 15 ATM’s in the Dayton/Springfield, Ohio metropolitan area. The primary reasons for the merger with Western Ohio were for entry into new higher growth markets and to expand WesBanco’s existing branch network in the state of Ohio. The aggregate purchase price for the acquisition was approximately $67.9 million through the exchange of a combination of WesBanco’s common stock and cash for Western Ohio common stock. As of the date of the acquisition on August 31, 2004, Western Ohio had total assets of approximately $412 million, net loans of $334 million, deposits of $255 million, borrowings of $111 million and shareholders’ equity of $44 million. WesBanco’s acquisition of Western Ohio is set forth under the heading Note 3, “Completed Business Combination” on pages 74 and 75 of this Annual Report on Form 10-K.

On March 1, 2002, WesBanco completed the acquisition of American Bancorporation (“American”) and the merger of American’s subsidiary, Wheeling National Bank, Wheeling, West Virginia, with and into the Bank. As of the acquisition date, American operated 20 offices and had total assets of approximately $678 million. WesBanco’s merger with American expanded its market share in the tri-state area and included expansion into new markets with an office in Washington, Pennsylvania, an office in Cambridge, Ohio and four offices in Columbus, Ohio.

As of December 31, 2004, WesBanco operated a commercial bank, WesBanco Bank, Inc, through 80 offices, two loan production offices and 121 ATM machines located in West Virginia, Ohio, and Western

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Pennsylvania. Total assets of the Bank as of December 31, 2004 approximated $4.0 billion. The Bank also offers trust and investment services as well as various alternative investment products including mutual funds and annuities. The market value of assets under management of the trust and investment services segment was approximately $2.7 billion at December 31, 2004 and $2.8 billion at December 31, 2003. These assets are held by the Bank in fiduciary or agency capacities for their customers and therefore are not included as assets on WesBanco’s Consolidated Balance Sheet.

WesBanco offers additional services through its non-banking subsidiaries, WesBanco Insurance Services, Inc., a multi-line insurance agency specializing in property, casualty and life insurance for personal and commercial clients and WesBanco Securities, Inc., a full service broker-dealer, which also offers discount brokerage services.

WesBanco Asset Management, Inc. and WesBanco Services, Inc., which were incorporated in November 2002, collectively hold certain investment securities and real estate loans of the Bank and assist in managing these assets.

WesBanco Properties, Inc. holds certain residential and commercial real estate properties. The commercial properties are leased to the Bank and to non-related third parties, while the residential properties are considered other real estate owned.

Hometown Finance, Inc. is a finance company, which holds nonconforming loans to customers that may not be held by the Bank due to regulatory restrictions. Hometown Finance is no longer actively obtaining new loans and at December 31, 2004 the outstanding loans were approximately $77 thousand.

WesBanco Inc. Capital Trust II, WesBanco Inc. Capital Statutory Trust III, and WesBanco Inc. Capital Trusts IV and V, (the “Trusts”), are all wholly-owned trust subsidiaries of WesBanco formed to facilitate the issuance of Pooled Trust Preferred Securities (“trust preferred securities”). WesBanco organized Trusts II and III in June 2003 and Trusts IV and V in June 2004 in connection with the four offerings of trust preferred securities. For more information regarding WesBanco’s issuance of trust preferred securities, please refer to, Note 13 “Junior Subordinated Debt and Trust Preferred Securities” on page 83 and 84 of this Annual Report on Form 10-K.

WesBanco also serves as investment adviser to a family of mutual funds under the name “WesMark Funds” which includes the WesMark Growth Fund, the WesMark Balanced Fund, the WesMark Bond Fund, the WesMark West Virginia Municipal Bond Fund, the WesMark Small Company Growth Fund and the Automated Cash Management Trust.

As of December 31, 2004, none of WesBanco’s subsidiaries were engaged in any operations in foreign countries and none had transactions with customers in foreign countries.

EMPLOYEES

There were approximately 1,209 full-time equivalent employees employed by WesBanco and its subsidiaries as of December 31, 2004.

WEB SITE ACCESS TO WESBANCO’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION

All of WesBanco’s electronic filings for 2004, filed with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are made available at no cost on WesBanco’s website, www.wesbanco.com, through the “Investor Relations” link as soon as reasonably practicable after WesBanco files such material with, or furnishes it to, the SEC. WesBanco’s SEC filings are also available through the SEC’s website www.sec.gov.

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Upon written request of any shareholder of record on December 31, 2004, WesBanco will provide, without charge, a printed copy of its 2004 Annual Report on Form 10-K, including financial statements and schedules, as required to be filed with the SEC. To obtain a copy of the 2004 Annual report on Form 10-K, contact: Linda Woodfin, WesBanco, Inc., 1 Bank Plaza, Wheeling, WV 26003.

COMPETITION

Competition in the form of price and service from other banks, including local, regional and national banks and financial companies such as savings and loans, internet banks, credit unions, finance companies, and brokerage firms is intense in most of the markets served by WesBanco and its subsidiaries. WesBanco’s trust and investment services segment receives competition from commercial bank and trust companies, mutual fund companies, investment advisory firms, law firms, brokerage firms and other financial services companies. As a result of the deregulation of the financial services industry (see the discussion of the Gramm-Leach-Bliley Financial Modernization Act of 1999 in the section of this item so captioned) mergers between, and the expansion of, financial institutions both within and outside West Virginia have provided significant competitive pressure in major markets. Some of WesBanco’s competitors have greater resources and, as such, may have higher lending limits and may offer other services that are not provided by WesBanco. WesBanco generally competes on the basis of customer service and responsiveness to customer needs, available loan and deposit products, the rates of interest charged on loans, the rate of interest paid for funds, and the availability and pricing of trust, brokerage and insurance services. As WesBanco expands into new larger Ohio metropolitan markets it faces significant entrenched large bank competitors with already existing customer bases that exceed WesBanco’s initial entry position into that market. As a result, WesBanco may be forced to compete more aggressively for loans, deposits, trust and insurance products in order to successfully grow its market share, potentially reducing its future profit potential from such markets.

In addition to the impact of federal and state regulation, the bank and nonbank subsidiaries of WesBanco are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy.

SUPERVISION AND REGULATION

As a registered bank holding company, WesBanco is subject to the supervision of the Federal Reserve Board and is required to file with the Federal Reserve Board reports and other information regarding its business operations and the business operations of its subsidiaries. WesBanco is also subject to examination by the Federal Reserve Board and is required to obtain Federal Reserve Board approval prior to acquiring, directly or indirectly, ownership or control of voting shares of any bank, if, after such acquisition, it would own or control more than 5.0% of the voting stock of such bank. In addition, pursuant to federal law and regulations promulgated by the Federal Reserve Board, WesBanco may only engage in, or own or control companies that engage in, activities deemed by the Federal Reserve Board to be so closely related to banking as to be a proper incident thereto. Prior to engaging in most new business activities, WesBanco must obtain approval from the Federal Reserve Board.

The Bank is a West Virginia banking corporation and is member bank of the Federal Reserve System. It is subject to examination and supervision by the Federal Reserve Board and the West Virginia Division of Banking. Its deposits are insured by the Bank Insurance Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) of the Federal Deposit Insurance Corporation (“FDIC”). WesBanco’s nonbank subsidiaries are also subject to examination and supervision by the Federal Reserve Board and examination by other federal and state agencies, including, in the case of certain securities activities, regulation by the SEC. The Bank maintains one designated financial subsidiary, WesBanco Insurance Services, Inc.

On July 22, 2003, the Bank entered into an informal agreement styled as a Memorandum of Understanding (the “MOU”) with the Federal Reserve Bank of Cleveland (the “Federal Reserve”) and the West Virginia

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Department of Banking (collectively the “regulatory agencies”) to improve and strengthen the Bank’s Bank Secrecy Act and anti-money laundering controls and procedures. The Bank worked with the Federal Reserve and outside consultants to implement revised policies and enhanced procedures. On September 22, 2004 WesBanco, Inc. was informed by the Federal Reserve and the West Virginia Division of Banking that the informal agreement had been terminated by the regulatory agencies, effective September 20, 2004. The effect of the termination of the MOU was to release WesBanco from any and all regulatory requirements imposed under the MOU.

HOLDING COMPANY STRUCTURE

WesBanco has one state bank subsidiary, WesBanco Bank, Inc., as well as nonbank subsidiaries, which are described further in “Item 1: Business—General” section of this Annual Report on Form 10-K. The Bank is subject to affiliate transaction restrictions under federal law which limit the transfer of funds by the Bank to the parent and any nonbank subsidiaries of the parent, whether in the form of loans, extensions of credit, investments, or asset purchases. Such transfers by the Bank to its parent corporation or to any individual nonbank subsidiary of the parent are limited in amount to 10% of the Bank’s capital and surplus and, with respect to such parent together with all such nonbank subsidiaries of the parent, to an aggregate of 20% of the Bank’s capital and surplus. Furthermore, such loans and extensions of credit are required to be secured in specified amounts. In addition, all affiliate transactions must be conducted on terms and under circumstances that are substantially the same as such transactions with unaffiliated entities. WesBanco has a $3.5 million line of credit from the Bank, which was not drawn upon as of December 31, 2004.

The Federal Reserve Board has a policy to the effect that a bank holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and to commit resources to support each such subsidiary bank. Under the source of strength doctrine, the Federal Reserve Board may require a bank holding company to make capital injections into a troubled subsidiary bank, and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. This capital injection may be required at times when WesBanco may not have the resources to provide it. Any loans by a holding company to its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. Moreover, in the event of a bank holding company’s bankruptcy, any commitment by such holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

DIVIDEND RESTRICTIONS

Dividends from the Bank are a significant source of funds for payment of dividends to WesBanco’s shareholders. For the year ended December 31, 2004, WesBanco declared cash dividends to its shareholders of approximately $20.2 million. There are, however, statutory limits on the amount of dividends that the Bank can pay to WesBanco without regulatory approval.

Under applicable federal regulations, appropriate bank regulatory agency approval is required if the total of all dividends declared by a bank in any calendar year exceeds the available retained earnings and exceeds the aggregate of the bank’s net profits (as defined by regulatory agencies) for that year and its retained net profits for the preceding two years, less any required transfers to surplus or a fund for the retirement of any preferred stock. At December 31, 2004, the Bank could pay dividends of up to $5.8 million to WesBanco without prior regulatory approval and without adversely affecting its “well capitalized” status. As of December 31, 2003 and 2002, the Bank could not have declared any dividends to be paid to WesBanco without prior approval from regulatory agencies. During the second quarter of 2003, federal and state regulatory agencies granted approval to the Bank to pay a $40.0 million dividend to WesBanco.

If, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice which, depending on the financial condition of the bank, could include the payment of dividends, such authority may require, after notice and hearing, that such bank cease and

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desist from such practice. The Federal Reserve Board has issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings.

Additional information regarding dividend restrictions is set forth in “Note 22: Regulatory Matters” on pages 97 and 98 of this Annual Report on Form 10-K.

FDIC INSURANCE

The Bank is classified by the FDIC as a well-capitalized institution in the highest supervisory subcategory, and is therefore not obliged under current FDIC assessment practices to pay deposit insurance premiums on its deposits insured by the BIF. The FDIC may alter its assessment practices in the future if required by developments affecting the resources of the BIF. The FDIC is also conducting a comprehensive review of the deposit insurance system to study alternatives for pricing, funding and coverage.

The Bank’s deposits are insured by the FDIC up to $100,000 per insured depositor. Most of the Bank’s deposits are insured by the BIF (88%), but as a result of the acquisition of Western Ohio, a portion is insured by the SAIF (12%). The FDIC establishes deposit insurance rates semiannually in order to maintain the fund at a mandated minimum designated reserve ratio of 1.25% (equal to $1.25 per $100 of deposits). Both the BIF and SAIF exceeded such percentage at year-end. The Bank does not currently pay any deposit insurance assessment to either fund, due to the BIF and SAIF funding levels and as a result of the Bank’s designation by the FDIC as a well-capitalized institution in the highest supervisory subcategory under the FDIC’s risk-based assessment program. Annual insurance premiums on bank deposits insured by the BIF and the SAIF may vary between $0 per $100 of deposits for banks classified in the highest capital and supervisory evaluation category to $0.27 per $100 in deposits for banks in the lowest capital and supervisory evaluation category. Deposit insurance rates set by the FDIC may increase in the future if the designated reserve ratio measured semi-annually decreases below 1.25%, which could raise WesBanco’s rates materially.

In addition to risk-based insurance assessments, assessments are also imposed on deposits insured by either fund to pay for the cost of certain Financing Corporation (“FICO”) bonds. At year-end such assessment was $.0144 for the Bank per $100 of deposits annually for deposits insured by both the BIF and SAIF. For 2004, total FICO assessments were $0.4 million for the Bank.

CAPITAL REQUIREMENTS

The Federal Reserve Board has issued risk-based capital ratio and leverage ratio guidelines for bank holding companies such as WesBanco. The risk-based capital ratio guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures into explicit account in assessing capital adequacy, and minimizes disincentives to holding liquid, low-risk assets. Under the guidelines and related policies, bank holding companies must maintain capital sufficient to meet both a risk-based asset ratio test and a leverage ratio test on a consolidated basis. The risk-based ratio is determined by allocating assets and specified off-balance sheet commitments into four weighted categories, with higher weighting being assigned to categories perceived as representing greater risk. A bank holding company’s capital is then divided by total risk-weighted assets to yield the risk-based ratio. The leverage ratio is determined by relating core capital to total assets adjusted as specified in the guidelines. The Bank is subject to substantially similar capital requirements.

Generally, under the applicable guidelines, a financial institution’s capital is divided into two tiers. Institutions that must incorporate market risk exposure into their risk-based capital requirements may also have a third tier of capital in the form of restricted short-term subordinated debt. “Tier 1,” or core capital, includes common equity, noncumulative perpetual preferred stock excluding auction rate issues, and minority interests in equity accounts of consolidated subsidiaries, less goodwill and, with certain limited exceptions, all other intangible assets. Bank holding companies, however, may include cumulative preferred stock in their Tier 1

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capital, up to a limit of 25% of such Tier 1 capital. “Tier 2,” or supplementary capital, includes, among other things, cumulative and limited-life preferred stock, hybrid capital instruments, mandatory convertible securities, qualifying subordinated debt, and the allowance for loan and lease losses, subject to certain limitations. “Total capital” is the sum of Tier 1 and Tier 2 capital.

The Federal Reserve Board and the other federal banking regulators require that all intangible assets, with certain limited exceptions, be deducted from Tier 1 capital. Under the Federal Reserve Board’s rules, the only types of intangible assets that may be included in (i.e., not deducted from) a bank holding company’s capital are originated or purchased mortgage servicing rights, non-mortgage servicing assets, and purchased credit card relationships, provided that, in the aggregate, the total amount of these items included in capital does not exceed 100% of Tier 1 capital.

Under the risk-based guidelines, financial institutions are required to maintain a risk-based ratio, which is total capital to risk-weighted assets, of 8%, of which 4% must be Tier 1 capital. The appropriate regulatory authority may set higher capital requirements when an institution’s circumstances warrant.

The Federal Reserve Board has established a minimum ratio of Tier 1 capital to total assets of 3.0% for strong bank holding companies rated composite “1” under the BOPEC (“bank”, “other”, parent”, “earnings”, and “capital”) components rating system of bank holding companies, and for bank holding companies that have implemented the Board’s risk-based capital measure for market risk. For all other bank holding companies, the minimum ratio of Tier 1 capital to total assets is 4.0%. Banking organizations with supervisory, financial, operational, or managerial weaknesses, as well as organizations that are anticipating or experiencing significant growth are expected to maintain capital ratios well above the minimum levels. Moreover, higher capital ratios may be required for any bank holding company if warranted by its particular circumstances or risk profile. In all cases, bank holding companies should hold capital commensurate with the level and nature of the risks, including the volume and severity of problem loans, to which they are exposed.

In early 2002, bank regulatory agencies established special minimum capital requirements for equity investments in nonfinancial companies. The requirements consist of a series of marginal capital charges that increase within a range from 8% to 25% as a financial institution’s overall exposure to equity investments increases as a percentage of its Tier 1 capital. At December 31, 2004, capital charges relating to WesBanco’s equity investments in nonfinancial companies were immaterial.

Failure to meet applicable capital guidelines could subject the financial institution to a variety of enforcement remedies available to the federal regulatory authorities including limitations on the ability to pay dividends, the issuance by the regulatory authority of a capital directive to increase capital, and the termination of deposit insurance by the FDIC, as well as to the measures described below under “Prompt Corrective Action” as applicable to undercapitalized institutions.

As of December 31, 2004, WesBanco’s Tier 1 and total capital to risk-adjusted assets ratios were 13.43% and 14.54%, respectively. As of December 31, 2004, the Bank also had capital in excess of the minimum requirements. Neither WesBanco nor the Bank has been advised by the appropriate federal banking regulator of any specific leverage ratio applicable to it. As of December 31, 2004, WesBanco’s leverage ratio was 9.34%. WesBanco currently has $72.2 million in junior subordinated debt on its Consolidated Balance Sheet presented as a separate category of long-term debt. For regulatory purposes, trust preferred securities totaling $70.0 million underlying such junior subordinated debt is included in Tier 1 capital in accordance with regulatory reporting requirements. On May 6, 2004, the Federal Reserve Board proposed a rule that would retain trust preferred securities in Tier 1 capital, but with stricter quantitative limits and clearer qualitative standards. Under the proposal, after a three-year transition period, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25 percent of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. On March 1, 2005, a final rule was promulgated by the Federal Reserve that confirms most elements of the May 6, 2004 proposal except for permitting a longer transition period of five years and other clarifications.

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The risk-based capital standards of the Federal Reserve Board and the FDIC specify that evaluations by the banking agencies of a bank’s capital adequacy will include an assessment of the exposure to declines in the economic value of the bank’s capital due to changes in interest rates. These banking agencies issued a joint policy statement on interest rate risk describing prudent methods for monitoring such risk that rely principally on internal measures of exposure and active oversight of risk management activities by senior management.

The federal regulatory authorities’ risk-based capital guidelines are based upon the 1988 capital accord of the Basel Committee on Banking Supervision (the “BIS”). The BIS is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply. In June 2004, the BIS published a new capital accord to replace its 1988 capital accord. The new capital accord would, among other things, set capital requirements for operational risk and refine the existing capital requirements for credit risk and market risk. Operational risk is defined to mean the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems in connection with external events. The 1988 capital accord does not include separate capital requirements for operational risk. The United States federal regulatory authorities are currently expected to release proposed rules to implement the BIS’s new capital accord in mid-year 2005. It is currently anticipated that these authorities would release final rules in mid-year 2006, and that the final rules would become effective in January 2008. WesBanco cannot predict the timing or final form of the United States rules implementing the new capital accord and their impact on WesBanco. The new capital requirements that may arise from the final rules could increase the minimum capital requirements applicable to WesBanco and its subsidiaries.

PROMPT CORRECTIVE ACTION

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires federal banking regulatory authorities to take “prompt corrective action” with respect to depository institutions that do not meet minimum capital requirements. For these purposes, FDICIA establishes five capital tiers: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.

An institution is deemed to be “well-capitalized” if it has a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 6% or greater, and a Tier 1 leverage ratio of 5% or greater and is not subject to a regulatory order, agreement, or directive to meet and maintain a specific capital level for any capital measure. An institution is deemed to be “adequately capitalized” if it has a total risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4% or greater, and, generally, a Tier 1 leverage ratio of 4% or greater and the institution does not meet the definition of a “well-capitalized” institution. An institution that does not meet one or more of the “adequately capitalized” tests is deemed to be “undercapitalized”. If the institution has a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 3%, or a Tier 1 leverage ratio that is less than 3%, it is deemed to be “significantly undercapitalized.” Finally, an institution is deemed to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2%. As of December 31, 2004, the Bank had capital levels that met the “well capitalized” standards under such regulations.

FDICIA generally prohibits a depository institution from making any capital distribution, including payment of a cash dividend, or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized institutions are subject to growth limitations and are required to submit a capital restoration plan. If any depository institution subsidiary of a holding company is required to submit a capital restoration plan, the holding company would be required to provide a limited guarantee regarding compliance with the plan as a condition of approval of such plan by the appropriate federal banking agency. If an undercapitalized institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. Significantly undercapitalized institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. Critically undercapitalized institutions may not, beginning 60 days after becoming critically undercapitalized, make any payment of

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principal or interest on their subordinated debt. In addition, critically undercapitalized institutions are subject to appointment of a receiver or conservator within 90 days of becoming critically undercapitalized.

GRAMM-LEACH-BLILEY ACT OF 1999 (THE “GLB ACT”)

Under the GLB Act enacted in 1999, banks are no longer prohibited by the Glass-Steagall Act from associating with, or having management interlocks with, a business organization engaged principally in securities activities. By qualifying as a new entity known as a “financial holding company,” a bank holding company may acquire new powers not otherwise available to it. In order to qualify, a bank holding company’s depository subsidiaries must all be both well-capitalized and well managed, and must be meeting their Community Reinvestment Act obligations. The bank holding company must also declare its intention to become a financial holding company to the Federal Reserve Board and certify that its depository subsidiaries meet the capitalization and management requirements. The repeal of the Glass-Steagall Act and the availability of new powers both became effective on March 11, 2000. WesBanco has not elected to become a financial holding company under the GLB Act, though it has qualified a subsidiary of its bank as a financial subsidiary under the GLB Act.

Financial holding company powers relate to “financial activities” that are determined by the Federal Reserve Board, in coordination with the Secretary of the Treasury, to be financial in nature, incidental to an activity that is financial in nature, or complementary to a financial activity, provided that the complementary activity does not pose a safety and soundness risk. The statute itself defines certain activities as financial in nature, including but not limited to underwriting insurance or annuities; providing financial or investment advice; underwriting, dealing in, or making markets in securities; merchant banking, subject to significant limitations; insurance company portfolio investing, subject to significant limitations; and any activities previously found by the Federal Reserve Board to be closely related to banking.

National and state banks are permitted under the GLB Act, subject to capital, management, size, debt rating, and Community Reinvestment Act qualification factors, to have “financial subsidiaries” that are permitted to engage in financial activities not otherwise permissible. However, unlike financial holding companies, financial subsidiaries may not engage in insurance or annuity underwriting; developing or investing in real estate; or merchant banking, for at least five years, or insurance company portfolio investing. Other provisions of the GLB Act establish a system of functional regulation for financial holding companies and banks involving the SEC, the Commodity Futures Trading Commission, and state securities and insurance regulators; deal with bank insurance sales and title insurance activities in relation to state insurance regulation; prescribe consumer protection standards for insurance sales; and establish minimum federal standards of privacy to protect the confidentiality of the personal financial information of consumers and regulate its use by financial institutions. Federal bank regulatory agencies have issued certain rules since the adoption of the GLB Act relating to the implementation of the GLB Act.

ANTI-MONEY LAUNDERING INITIATIVES AND THE USA PATRIOT ACT

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001 (the “USA Patriot Act”) substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The United States Treasury Department has issued a number of implementing regulations which apply to various requirements of the USA Patriot Act to financial institutions such as the WesBanco’s bank and broker-dealer subsidiaries. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for WesBanco and its subsidiaries.

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RISK FACTORS

You should carefully consider the risks described below, as well as the other information included or incorporated by reference in this Annual Report on Form 10-K, before making an investment in WesBanco’s common stock. The risks described below are not the only ones we face in our business. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. If any of the following risks occur, our business, financial condition or operating results could be materially harmed. In such an event, our common stock could decline in price, and you may lose all or part of your investment.

WESBANCO MAY ENCOUNTER INTEGRATION DIFFICULTIES OR MAY FAIL TO REALIZE THE ANTICIPATED BENEFITS OF FUTURE ACQUISITIONS.

WesBanco may not be able to integrate an acquired company’s operations without encountering difficulties including, without limitation, the loss of key employees and customers, the disruption of their respective ongoing businesses or possible inconsistencies in standards, controls, procedures and policies. Future results of the combined company may be materially different from those estimated by WesBanco and there can be no assurance that any enhanced earnings will result from the merger. Expenses associated with the acquisitions may be higher or lower than originally estimated, depending upon how costly or difficult it is to integrate the companies. Furthermore, these charges may decrease the capital of the combined company that could be used for profitable, income-earning investments in the future.

ACQUISITION OPPORTUNITIES MAY NOT BE AVAILABLE TO WESBANCO IN THE FUTURE.

WesBanco continually evaluates opportunities to acquire other businesses. However, WesBanco may not have the opportunity to make suitable acquisitions on favorable terms in the future, which could negatively impact the growth of its business. WesBanco expects that other banking and financial companies, many of which have significantly greater resources, will compete with it to acquire compatible businesses. This competition could increase prices for acquisitions that WesBanco would likely pursue, and its competitors may have greater resources than it does. Also, acquisitions of regulated business such as banks are subject to various regulatory approvals. If WesBanco fails to receive the appropriate regulatory approvals, it will not be able to consummate an acquisition that it believes is in its best interests.

Any future acquisitions may result in unforeseen difficulties, which could require significant time and attention from our management that would otherwise be directed at developing our existing business. In addition, we could discover undisclosed liabilities resulting from any acquisitions for which we may become responsible. Further, the benefits that we anticipate from these acquisitions may not develop.

WESBANCO MAY BE REQUIRED TO WRITE DOWN GOODWILL AND OTHER INTANGIBLE ASSETS, CAUSING ITS FINANCIAL CONDITION AND RESULTS TO BE NEGATIVELY AFFECTED.

When WesBanco acquires a business, a portion of the purchase price of the acquisition is allocated to goodwill and other identifiable intangible assets. The amount of the purchase price which is allocated to goodwill and other intangible assets is determined by the excess of the purchase price over the net identifiable assets acquired. At December 31, 2004, WesBanco’s goodwill and other identifiable intangible assets were approximately $83.9 million. Under current accounting standards, if WesBanco determines goodwill or intangible assets are impaired, it would be required to write down the value of these assets. WesBanco conducts an annual review to determine whether goodwill and other identifiable intangible assets are impaired. WesBanco recently completed such an impairment analysis and concluded that no impairment charge was necessary for the year ended December 31, 2004. WesBanco cannot provide assurance that it will not be required to take an impairment charge in the future. Any impairment charge would have a negative effect on its shareholders’ equity and financial results and may cause a decline in our stock price.

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DUE TO INCREASED COMPETITION, WESBANCO MAY NOT BE ABLE TO ATTRACT AND RETAIN BANKING CUSTOMERS AT CURRENT LEVELS.

WesBanco faces competition from the following:

In particular, the Bank’s competitors include several major national financial and banking companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns. Additionally, banks and other financial institutions may have products and services not offered by WesBanco, which may cause current and potential customers to choose those institutions. Areas of competition include interest rates for loans and deposits, efforts to obtain deposits and range and quality of services provided. If WesBanco is unable to attract new and retain current customers, loan and deposit growth could decrease causing WesBanco’s results of operations and financial condition to be negatively impacted.

WESBANCO MAY NOT BE ABLE TO EXPAND ITS TRUST AND INVESTMENT SERVICES SEGMENT AND RETAIN ITS CURRENT CUSTOMERS.

As of December 31, 2004, WesBanco had approximately $2.7 billion in assets under management, with revenues earned from such assets accounting for 9.0% of WesBanco’s revenues. WesBanco may not be able to attract new and retain current investment management clients due to competition from the following:

Its ability to successfully attract and retain investment management clients is dependent upon its ability to compete with competitors’ investment products, level of investment performance, client services and marketing and distribution capabilities. Due to the changes in economic conditions, the performance of the trust and investment services segment may be negatively impacted by the financial markets in which investment customer’s assets are invested, causing the customer to seek other alternative investment options. If WesBanco is not successful, its results from operations and financial position may be negatively impacted.

CUSTOMERS MAY DEFAULT ON THE REPAYMENT OF LOANS.

The Bank’s customers may default on the repayment of loans, which may negatively impact WesBanco’s earnings due to loss of principal and interest income. Increased operating expenses may result from the allocation of management time and resources to the collection and work-out of the loan. Collection efforts may or may not be successful causing WesBanco to write off the loan or repossess the collateral securing the loan, which may or may not exceed the balance of the loan.

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Management evaluates the adequacy of the allowance for loan losses at least quarterly, which includes testing certain individual loans as well as collective pools of loans for impairment. This evaluation includes an assessment of actual loss experience within each category of the portfolio, individual commercial and commercial real estate loans that exhibit credit weakness; current economic events, including employment statistics, trends in bankruptcy filings, and other pertinent factors; industry or geographic concentrations, and regulatory guidance. Additions to the allowance for loan loss result in an expense for the period.

WesBanco’s regulatory agencies periodically review the allowance for loan losses. Based on their assessment the regulatory agencies may require WesBanco to adjust the allowance for loan losses. These adjustments could negatively impact the results of operations or financial position.

ECONOMIC CONDITIONS IN WESBANCO’S MARKET AREAS COULD NEGATIVELY IMPACT EARNINGS.

A downturn in the local and regional economies could negatively impact WesBanco’s banking business. The Bank serves both individuals and business customers throughout the state of West Virginia, Ohio and Western Pennsylvania. The ability of the Banks’ customers to repay their loans is strongly tied to the economic conditions in these areas. These economic conditions may also force customers to utilize deposits held by the Bank in order to pay current expenses causing the Bank’s deposit base to shrink. As a result the Bank may have to borrow funds at higher rates in order to meet liquidity needs. These events may have a negative impact on WesBanco’s earnings.

CURRENT MARKET INTEREST RATES AND COST OF FUNDS MAY NEGATIVELY IMPACT WESBANCO’S BANKING BUSINESS.

Fluctuations in interest rates may negatively impact the business of the Bank. The Bank’s main source of income from operations is net interest income, which is equal to the difference between the interest income received on interest-bearing assets (usually loans and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (usually deposits and borrowings). These rates are highly sensitive to many factors beyond WesBanco’s control, including general economic conditions, both domestic and foreign and the monetary and fiscal policies of various governmental and regulatory authorities. The Bank’s net interest income can be affected significantly by changes in market interest rates. Changes in relative interest rates may reduce the Bank’s net interest income as the difference between interest income and interest expense decreases. As a result, the Bank has adopted asset and liability management policies to minimize the potential adverse effects of changes in interest rates on net interest income, primarily by altering the mix and maturity of loans, investments and funding sources. However, even with these policies in place, WesBanco cannot assure you that a decrease in interest rates will not negatively impact its results from operations or financial position.

WesBanco’s cost of funds for banking operations may increase as a result of general economic conditions, interest rates and competitive pressures. The Bank has traditionally obtained funds principally through deposits and through borrowings. As a general matter, deposits are a cheaper source of funds than borrowings, because interest rates paid for deposits are typically less than interest rates charged for borrowings. If, as a result of general economic conditions, market interest rates, competitive pressures or otherwise, the value of deposits at the Bank decreases relative to its overall banking operations, the Bank may have to rely more heavily on borrowings as a source of funds in the future.

CHANGES IN REGULATORY CAPITAL REGULATIONS BY THE FEDERAL RESERVE BOARD MAY NEGATIVELY IMPACT WESBANCO’S CAPITAL LEVELS.

WesBanco currently has $72.2 million in junior subordinated debt on its balance sheet. The junior subordinated debt is presented as a separate category of long-term debt on the Consolidated Balance Sheet. For regulatory purposes, the trust preferred securities underlying such junior subordinated debt are included in Tier 1 capital in accordance with regulatory reporting requirements. On May 6, 2004, the Federal Reserve Board proposed a rule (recently adopted with minor changes on March 1, 2005) that would retain trust preferred

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securities in Tier 1 capital, but with stricter quantitative limits and clearer qualitative standards. Under the proposal, after a three-year transition period, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25 percent of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. WesBanco’s trust preferred securities issued as of December 3, 2004 were not in the aggregate, in excess of such defined limit for Tier 1 capital. Should WesBanco issue additional trust preferred securities, WesBanco’s Tier 1 capital ratio may be limited by the rules proposed by the Board. WesBanco’s earnings may also be negatively impacted due to the possible prepayment penalties associated with the redemption of the trust preferred securities.

BORROWINGS FROM THE FEDERAL HOME LOAN BANK SYSTEM.

The Bank is currently a member bank of the Federal Home Loan Bank (“FHLB”) of Pittsburgh. Membership in this system allows the Bank to participate in various programs offered by its member banks. The Bank borrows funds from the FHLB, which are secured by a blanket lien on certain residential mortgage loans or securities with a market value at least equal to the outstanding balances. Recent weakness with certain FHLB Banks, including the Pittsburgh FHLB, may impact the collateral necessary to secure borrowings and limit the borrowings extended to its member banks, as well as require additional capital contributions by its member banks. Should this occur WesBanco’s short term liquidity needs could be negatively impacted. Should WesBanco cease using FHLB advances due to weakness in that particular bank, WesBanco may be forced to find alternative funding sources. Such alternative funding sources may include the issuance of additional trust preferred securities within allowed capital guidelines, utilization of existing lines of credit with third party banks along with seeking other lines of credit, borrowings under repurchase agreement lines, increasing deposit rates to attract additional funds, accessing brokered deposits as well as selling certain investment securities categorized as available for sale in order to maintain adequate levels of liquidity. At December 31, 2004 the Bank owns $27.2 million of FHLB of Pittsburgh stock, which paid a dividend approximating 2.43% for the fourth quarter of 2004, up from 1.60% for the third quarter of 2004, which may indicate the FHLB of Pittsburgh’s improving financial strength. This dividend may be eliminated by the FHLB of Pittsburgh at anytime in the future in order for the FHLB of Pittsburgh to restore its retained earnings. In such case, the FHLB stock owned by WesBanco may be deemed a non-earning asset.

WESBANCO’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS DEPEND

ON THE SUCCESSFUL GROWTH OF ITS SUBSIDIARIES.

WesBanco’s primary business activity for the foreseeable future will be to act as the holding company of the Bank and subsidiaries. Therefore, WesBanco’s future profitability will depend on the success and growth of these subsidiaries. In the future, part of WesBanco’s growth may come from buying other banks and buying or establishing other companies. Such entities may not be profitable after they are purchased or established, and they may lose money or be dilutive to earnings per share, particularly for the first few years. A new bank or company may bring with it unexpected liabilities, bad loans, or poor employee relations, or the new bank or company may lose customers and the associated revenue.

WESBANCO’S ABILITY TO PAY DIVIDENDS IS LIMITED.

Holders of shares of WesBanco’s common stock are entitled to dividends if, and when, they are declared by WesBanco’s Board of Directors out of funds legally available for that purpose. Although the Board of Directors has declared cash dividends in the past, the current ability to pay dividends is largely dependent upon the receipt of dividends from the Bank. Federal and state laws impose restrictions on the ability of the Bank to pay dividends. Additional restrictions are placed upon WesBanco by the policies of federal regulators, including the Federal Reserve Board’s November 14, 1985 policy statement, which provides that bank holding companies should pay dividends only out of the past year’s net income, and then only if their prospective rate of earnings retention appears consistent with their capital needs, asset quality, and overall financial condition. In general, future dividend policy is subject to the discretion of the Board of Directors and will depend upon a number of factors, including WesBanco’s and the Bank’s future earnings, capital requirements, regulatory constraints and financial condition.

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The Registrant’s subsidiaries generally own their respective offices, related facilities and unimproved real property that is held for future expansion. As of December 31, 2004, WesBanco operated 80 banking offices in West Virginia, Ohio and Western Pennsylvania, and 2 loan production offices, of which 68 are owned and 14 are operated under annual leases or leases with terms exceeding one year. These leases expire at various dates through July 2024 and generally include options to renew.

The main office of the Registrant is located at 1 Bank Plaza, Wheeling, West Virginia, in a building owned by the Bank. The building contains approximately 100,000 square feet and serves as the main office for both WesBanco’s community banking segment and the trust and investment services segment. During 1998, an office building located adjacent to the main office was acquired by WesBanco Properties, Inc., a subsidiary of WesBanco. The Bank’s back office operations currently occupy approximately 70% of the office space available, with the remaining portion leased to unrelated businesses.

The consolidated investment in net bank premises and equipment at December 31, 2004 was $56.7 million compared to $53.2 million at December 31, 2003.

At various building locations, WesBanco provides commercial office space and will continue to look for opportunities to rent office space to unrelated businesses. Rental income totaled $0.5 million for 2004 compared to $0.7 million for 2003. For additional disclosures related to WesBanco’s properties, other fixed assets and leases, please refer to Note 6, “Premises and Equipment” on pages 79 and 80 of this Annual Report on Form 10-K.

On March 1, 2002, WesBanco consummated its acquisition of American Bancorporation through a series of corporate mergers. At the time of the consummation of this transaction, American Bancorporation was a defendant in a suit styled Martin, et al. v. The American Bancorporation Retirement Plan, et al., under Civil Action No. 5:2000-CV-168 (Broadwater), previously pending in the United States District Court for the Northern District of West Virginia. WesBanco became the principal defendant in this suit by reason of the merger. This case involves a class action suit against American Bancorporation by certain beneficiaries of the American Bancorporation Defined Benefit Retirement Plan (the “Plan”) seeking to challenge benefit calculations and methodologies used by the outside Plan Administrator in determining benefits under the Plan which was frozen by American Bancorporation, as to benefit accruals, some years ago. The Plan had been the subject of a predecessor action in a case styled American Bancorporation Retirement Plan, et al. v. McKain, Civil Action No. 5:93-CV-110, which was also litigated in the United States District Court for the Northern District of West Virginia. The McKain case resulted in an Order entered by the District Court on September 22, 1995, which directed American Bancorporation to follow a specific method for determining retirement benefits under the Plan. American Bancorporation has asserted that it has calculated the benefits in accordance with the requirements of the 1995 Order. The purported class of plaintiffs have asserted that they are not bound by the 1995 Order since they were not parties to that proceeding and are seeking a separate benefit determination. The District Court in the current case initially limited the class of plaintiffs to a group of approximately 37 individuals and granted partial summary judgment to significantly reduce the scope and extent of the underlying case. The Court subsequently granted summary judgment in favor of WesBanco on the remaining claims on March 31, 2004, and the plaintiff appealed the decision to the Fourth Circuit Court of Appeals. Oral arguments were recently held in the case and a decision is expected to be rendered within the next few months.

On August 1, 2002, WesBanco was named in a lawsuit filed by a former loan customer of WesBanco’s banking subsidiary over a failed purchase of an ambulance service enterprise operated by a local hospital. WesBanco’s banking subsidiary was subsequently substituted as the named defendant in the case now styled Matesic v. WesBanco Bank, Inc, et al., Civil Action No. 02-C-293(M), pending in the Circuit Court of Ohio

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County, West Virginia. The suit alleges numerous counts and claims against multiple defendants over the purchase and subsequent failure of the ambulance service. WesBanco’s banking subsidiary made a loan to the plaintiff’s company which became delinquent and the Bank recovered a portion of the loan through liquidation of pledged collateral. Allegations of fraudulent conduct and tortious interference are alleged against WesBanco’s banking subsidiary. The case is currently in its discovery phase.

A second suit involving essentially the same issues was filed by another party involved in the ambulance service and this case is styled Ellis v. OVMC, et al., Civil Action No. 03-C-578(G). This case has been consolidated with the Matesic case at the request of the defendants, including the Bank. The Bank does not believe that there is any merit to the allegations of the complaints.

On April 23, 2004, the Bank was served with a Complaint in a suit styled AUM Hospitality, et al. v. NTK Hotel Group, under Civil Action No. 04 CV H04 03681, presently pending in the Common Pleas Court of Franklin County, Ohio. This is a suit by current or former shareholders of a closely held corporation for fraudulent exercise of control over the corporation against a minority shareholder, David Patel, seeking damages against David Patel and others and seeking to set aside a $13 million first mortgage on a Hampton Inn located in Downtown Columbus with another lender, as well as the Bank’s $1.3 million second mortgage. The suit alleges that David Patel engaged in illegal conduct in exercising dominion and control over a corporation and that the mortgage instruments are invalid. The mortgage instruments secured funds for the construction of the Hampton Inn upon property owned by AUM Hospitality. The Bank has title insurance insuring its mortgage interest and the title insurance company assumed the defense of the claim. The Bank believes that it has substantial defenses to the claim and that it also has recourse to the title insurance company with respect to coverage provided under the title insurance policy.

The Bank has also been involved in a case styled Copier Word Processing Supply, Inc. v WesBanco, Inc., et al. under Civil Action No. 03-C-472, filed in the Circuit Court of Wood County, West Virginia on October 8, 2003. The suit alleges that a former office manager of the plaintiff converted checks payable to the plaintiff by forging the endorsement of its President, endorsing the instruments in her own right, and depositing such checks into her personal account at the Bank. The Complaint alleges such misconduct over an undetermined period and for an undetermined amount. The suit alleges negligence and conversion claims against the Bank over the deposit of the checks. Through continuing discovery, the Bank has now identified a number of checks which were deposited to the personal accounts of the former office manager over a period of approximately 10 years. Checks totaling approximately $212,000 were within the three year statute of limitations for which the comparative fault standard would be applicable under the West Virginia version of the Uniform Commercial Code. The plaintiff has been seeking approval of the Court to extend the limitations period applicable to the case under a “continuing tort” theory. The Circuit Court of Wood County recently rejected this argument and held the plaintiff to a three year period of limitations.

Trial of this matter was scheduled in the Circuit Court of Wood County, West Virginia, but has been recently postponed. The Bank believes that the accounting controls and practices of the Plaintiff were primarily at fault and substantially contributed to the loss. The Plaintiff’s employee had previously been convicted of criminal fraud and the Bank believes that the failure of the plaintiff to supervise its employee, especially given her prior record, substantially contributed to the loss. Under a comparative fault analysis, the Bank believes that the plaintiff must bear a substantial portion of the loss. Under West Virginia’s comparative fault procedures, if the plaintiff is found to be more than 50% at fault, then the plaintiff may not be permitted a recovery at all in the case.

WesBanco is also involved in other lawsuits, claims, investigations and proceedings which arise in the ordinary course of business. There are no such other matters pending that WesBanco expects to be material in relation to its business, financial condition or results of operations.

None.

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PART II

WesBanco’s common stock is quoted on The NASDAQ Stock Market (“NASDAQ”), with a trading symbol of WSBC. The approximate number of holders of WesBanco’s $2.0833 par value common stock as of December 31, 2004 was 5,710. The number of holders does not include WesBanco employees who have had stock allocated to them through WesBanco’s KSOP. All WesBanco employees who meet the eligibility requirements of the KSOP are included in the Plan.

Quarterly price information, reflecting high and low sales prices as reported by NASDAQ and quarterly dividends per share for 2004 and 2003 are as presented below:

On June 17, 2004, WesBanco, Inc. formed two wholly-owned trust subsidiaries, WesBanco Capital Trust IV and V, under the laws of Delaware, by issuing $40.0 million in Floating Rate and Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due June 17, 2034, to two statutory trusts each of which issued 20,000 shares of trust preferred securities each with a liquidation value of $20.0 million, based upon the debentures and a guarantee for each trust from WesBanco. In connection with the issuance of the trust preferred securities, each trust issued 619 shares of common securities to WesBanco with a liquidation value of $0.6 million. The trust preferred securities were issued and sold in two private placement offerings. For the Floating Rate portion of the issuance totaling $20 million, interest is payable quarterly at a rate of 3.96% for the first three months, resetting quarterly beginning on September 17, 2004 and thereafter, at a rate equal to the three-month London Interbank Offering Rate (“LIBOR”) index plus 2.65%. For the Fixed/Floating Rate portion of the issuance totaling $20 million, interest is payable quarterly at an initial rate of 6.91% for the first five years (“no call period”) resetting quarterly beginning on June 17, 2009 at a rate equal to the three-month LIBOR index plus 2.65%. The debentures mature on June 17, 2034, and may be redeemed at par anytime commencing in June 2009, without penalty, after the no call period. The debentures and trust preferred securities for both issuances provide that WesBanco has the right to elect to defer the payment of interest on the debentures and trust preferred securities for up to an aggregate of 20 quarterly periods. However, if WesBanco should defer the payment of interest or default on the payment of interest on one or both of the debentures, it may not declare or pay any dividends on its common stock during any such period. A portion of the proceeds received from the Trust Preferred Securities issuances were used to fund the acquisition of Western Ohio Financial Corporation. The remaining proceeds received from the issuances of the Trust Preferred Securities were used for general corporate purposes, which include, among other things, the Winton acquisition, share repurchases and other uses.

The trust preferred securities were sold to Preferred Term Securities X, Ltd. A placement fee totaling $0.2 million was paid to FTN Financial Capital Markets and Keefe, Bruyette & Woods, Inc. in connection with the private placements. Each private placement was limited to a single institutional investor, which qualifies as an “accredited investor” as defined in Rule 501(a) of Regulation D. The issuance of the debentures and the related trust preferred securities were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

On June 19, 2003, WesBanco formed a wholly-owned trust subsidiary, WesBanco Capital Trust II, under the laws of Delaware, by issuing a $13.0 million Junior Subordinated Note, due June 30, 2033, to a statutory trust which issued 13,000 shares of trust preferred securities with a liquidation value of $13.0 million, based upon this

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note and a guarantee from WesBanco. In connection with the issuance of the trust preferred securities WesBanco Capital Trust II issued 410 common securities to WesBanco with a liquidation value of $0.4 million. The trust preferred securities were issued and sold in a private placement offering. Interest is payable quarterly at a rate of 5.80% for a five year no call period, which will then reset quarterly beginning on June 30, 2008 and thereafter, at a rate equal to the three-month LIBOR index plus 3.15%. The note matures on June 30, 2033, and may be redeemed on or after June 30, 2008, without penalty, after the no call period. The note and trust preferred securities provide that WesBanco has the right to elect to defer the payment of interest on the note and trust preferred securities for up to an aggregate of 20 quarterly periods. However, if WesBanco should defer the payment of interest or default on the payment of interest on the debenture, it may not, among other things, declare or pay any dividends on its common stock during any such period. The net proceeds received by WesBanco were used to reduce outstanding indebtedness, fund share repurchases and for general working capital purposes.

The trust preferred securities were sold to Trapeza CDO III, LLC. A discount in the amount of $0.3 million was earned by Trapeza CDO III, LLC in connection with the private placement. This private placement was limited to a single institutional investor which qualified as an “accredited investor” as defined in Rule 501(a) of Regulation D. The issuance of the note and the related trust preferred securities was exempt from registration under the Securities Act.

On June 26, 2003, WesBanco formed a wholly-owned trust subsidiary, WesBanco, Inc. Capital Statutory Trust III, under the laws of Connecticut, by issuing a $17.0 million Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture due June 26, 2033, to a statutory trust which issued 17,000 shares of trust preferred securities with a liquidation value of $17.0 million, based upon this debenture and a guarantee from WesBanco. In connection with the issuance of the trust preferred securities WesBanco, Inc. Capital Statutory Trust III issued 526 common securities to WesBanco with a liquidation value of $0.5 million. The trust preferred securities were issued and sold in a private placement offering. Interest is payable quarterly at a rate of 5.55% for a five year no call period, which will then reset quarterly beginning on June 26, 2008 and thereafter, at a rate equal to the three-month LIBOR index plus 3.10%. The debenture matures on June 30, 2033, and may be redeemed on or after June 30, 2008, without penalty, after the no call period. The debenture and trust preferred securities provide that WesBanco has the right to elect to defer the payment of interest on the debenture and trust preferred securities for up to an aggregate of 20 quarterly periods. However, if WesBanco should defer the payment of interest or default on the payment of interest on the debenture, it may not declare or pay any dividends on its common stock during any such period. The net proceeds received by WesBanco were used to reduce outstanding indebtedness, fund share repurchases and for general working capital purposes.

The trust preferred securities were sold to Preferred Term Securities X, Ltd. A discount in the amount of $0.5 million was earned by FTN Financial Capital Markets and Keefe, Bruyette & Woods, Inc. in connection with the private placement. This private placement was limited to a single institutional investor, which qualified as an “accredited investor” as defined in Rule 501(a) of Regulation D. The issuance of the debenture and the related trust preferred securities was exempt from registration under the Securities Act.

On June 30, 2003, WesBanco redeemed all of the 8.50% Junior Subordinated Deferrable Interest Debentures held by WesBanco Capital Trust I, by redeeming 1,265,000 shares of its outstanding 8.50% Cumulative Trust Preferred Securities. A total of $12.65 million of trust preferred securities were redeemed at a price of $10.00 per share. These securities were listed on the NASDAQ under the symbol “WSBCP,” and after they were redeemed the issue was delisted.

For additional disclosures relating to WesBanco’s Trust Preferred Securities, please refer to Note 13, “Junior Subordinated Debt and Trust Preferred Securities” on pages 83 and 84 of this Annual Report on Form 10-K.

Information regarding WesBanco’s compensation plans under which WesBanco’s equity securities are authorized for issuance as of December 31, 2004 is included under Item 12 of this Annual Report on Form 10-K.

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As of December 31, 2004, WesBanco has an active one million share stock repurchase plan approved by the Board on April 17, 2003. The shares are purchased in its treasury for general corporate purposes, which may include reissuance for acquisitions, the dividend reinvestment plan and certain employee benefit plans. The timing, price and quantity of purchases are at the discretion of WesBanco, and the plan may be discontinued or suspended at any time.

The following table shows the activity in WesBanco’s stock repurchase plan for the quarter ended December 31, 2004:

Current SEC rules limit WesBanco’s ability to repurchase its shares during any period involving a pending acquisition(s), as was the case during the fourth quarter of 2004 with the pending acquisition of Winton.

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The following consolidated selected financial data is derived from WesBanco’s audited financial statements as of and for the six years ended December 31, 2004. The following consolidated financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and related notes included elsewhere in this report. All of WesBanco’s acquisitions during the six years ended December 31, 2004, are included with WesBanco’s results of operations since their respective dates of acquisition.

SIX YEAR SELECTED FINANCIAL SUMMARY

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The following tables set forth unaudited consolidated selected quarterly statements of income for the years ended December 31, 2004 and 2003.

CONDENSED QUARTERLY STATEMENTS OF INCOME

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Management’s Discussion and Analysis represents an overview of the results of operations and financial condition of WesBanco, Inc. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

FORWARD-LOOKING STATEMENTS

Forward-looking statements in this report relating to WesBanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with WesBanco’s Form 10-Q’s for the prior quarters ended September 30, 2004, June 30, 2004 and March 31, 2004, filed with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website www.sec.gov or at WesBanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in this Annual Report on Form 10-K filed with the SEC under the section “Risk Factors.” Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including without limitation, the businesses of WesBanco and its recent acquisitions may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the mergers may not be fully realized within the expected timeframes; disruption from the mergers may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to the parent company and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, Federal Deposit Insurance Corporation, the SEC, the National Association of Securities Dealers and other regulatory bodies; potential legislative and federal and state regulatory actions and reform; competitive conditions in the financial services industry; rapidly changing technology affecting financial services and/or other external developments materially impacting WesBanco’s operational and financial performance. WesBanco does not assume any duty to update forward-looking statements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

WesBanco’s Consolidated Financial Statements are prepared in accordance with United States generally accepted accounting principles and follow general practices within the industries in which it operates. Application of these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility.

The most significant accounting policies followed by WesBanco are included in Note 1, “Summary of Significant Accounting Policies,” of the Consolidated Financial Statements. These policies, along with other Notes to the Consolidated Financial Statements and this Management’s Discussion and Analysis, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the

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methods, assumptions, and estimates underlying those amounts, management has identified the allowance for loan losses and the evaluation of goodwill and other intangible assets for impairment to be the accounting estimates that require the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

Allowance for Loan Losses: The allowance for loan losses represents management’s estimate of probable losses inherent in the loan portfolio. Determining the amount of the allowance is considered a critical accounting estimate because it requires significant judgment about the collectibility of loans and the factors that deserve consideration in estimating probable credit losses. The allowance is increased by a provision charged to operating expense and reduced by charge-offs, net of recoveries.

Management evaluates the adequacy of the allowance for loan losses at least quarterly. This evaluation is inherently subjective, as it requires material estimates based on quantitative and qualitative factors that may be susceptible to significant change. The evaluation of the allowance includes an assessment of actual loss experience within each category of loans and testing of certain individual loans for impairment. The evaluation also considers the impact of economic trends and conditions in specific industries and geographical markets, which includes levels of unemployment, bankruptcy filings, and other pertinent information; an analysis of industry, property type, geographic or other loan concentrations; and regulatory guidance pertaining to the allowance for loan losses.

There are two primary components of the allowance for loan losses. Specific reserves are established for individual commercial and commercial real estate loans over a predetermined amount that are deemed impaired pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 114, “Accounting by Creditors for Impairment of a Loan.” The determination of specific reserves takes into consideration anticipated future cash flows from the borrower to repay the loan, the observable market price for the loan, if any, or the estimated realizable value of the collateral, if any. General reserves are established pursuant to SFAS No. 5, “Accounting for Contingencies,” for loans in each category that are not specifically reserved. General reserves are based on historical loss rates with appropriate adjustments to reflect changing economic conditions, delinquency and non-performing loan trends, and other relevant factors. General reserves for commercial and commercial real estate loans are also supported by a migration analysis, which computes historical loss experience sustained on those loans within each internal risk grade.

Management relies on observable data from internal and external sources to evaluate each of the factors that are considered in the evaluation of the allowance, which includes adjusting assumptions and recognizing changing conditions, and reducing differences between estimated and actual observed losses from period to period. The evaluation of the allowance also takes into consideration the inherent imprecision of loss estimation models and techniques and includes general reserves for probable but undetected losses in each category of loans. While WesBanco continually refines and enhances the loss estimation models and techniques it uses to determine the appropriateness of the allowance for loan losses, there have been no material substantive changes to such models and techniques compared to prior periods. The variability of management’s estimates and assumptions could alter the level of the allowance for loan losses and may have a material impact on WesBanco’s future financial condition and results of operations. While management allocates the allowance to different loan categories, the allowance is general in nature and is available to absorb credit losses for the entire loan portfolio. Please see the “Allowance for Loan Losses” section of this Management’s Discussion and Analysis for more information.

Goodwill and Other Intangible Assets: In accordance with the provisions of SFAS No. 141, “Business Combinations,” WesBanco accounts for business combinations using the purchase method of accounting. Accordingly, the cost of an acquired business is allocated to each of the individual assets, including separable intangible assets, and liabilities of the business based on their relative fair values at the date of the acquisition, with the excess cost, if any, allocated to goodwill. As of December 31, 2004, the carrying value of goodwill and intangible assets is approximately $73.8 million and $10.2 million, respectively, which represents approximately 19.9% and 2.7% of total shareholders’ equity, respectively. As WesBanco continues to acquire additional

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businesses, goodwill and other intangible assets subject to amortization and/or impairment testing may comprise an even larger percentage of total shareholders’ equity and in turn, increase the risk that its financial position or results of operations could be adversely impacted as discussed below.

Effective January 1, 2002, WesBanco adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” Under SFAS No. 142, goodwill and intangible assets with indefinite useful lives are no longer amortized. Intangible assets, which consist primarily of core deposit intangibles with finite useful lives, are amortized using straight-line and accelerated methods over their weighted average useful lives, ranging from seven to eleven years.

In the fourth quarter of each year, the carrying values of goodwill and other intangible assets with indefinite useful lives are tested for impairment. The evaluation for impairment involves comparing the estimated current fair value of each reporting unit to its carrying value, including goodwill. If the estimated current fair value of a reporting unit exceeds its carrying value, no additional testing is required and an impairment loss is not recorded. Otherwise, additional testing is performed and to the extent such additional testing results in a conclusion that the carrying value of goodwill or an intangible asset exceeds its fair value, an impairment loss is recognized. WesBanco uses market capitalization and multiples of tangible book value methods to determine the estimated current fair value of its reporting units. A number of significant assumptions and estimates are involved in the application of these methods, which may produce results that would be different than the results that could be realized in an actual transaction. Additionally, the application of different methodologies based upon different assumptions could affect the conclusions reached regarding possible impairment.

Intangible assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount of an intangible asset with a finite useful life is not recoverable from its undiscounted cash flows and is measured as the difference between the carrying amount and the fair value of the asset.

In the event WesBanco determined that either its goodwill or finite lived intangible assets were impaired, recognition of an impairment charge could have a significant adverse impact on its financial position or results of operations in the period in which the impairment occurred. Please refer to Note 1, “Summary of Significant Accounting Policies” and Note 7, “Goodwill and Core Deposit Intangible” of the Consolidated Financial Statements for additional information on goodwill and other intangible assets.

EXECUTIVE OVERVIEW

WesBanco is a multi-state bank holding company operating at year end through 80 banking offices, two loan production offices and 121 ATM machines in West Virginia, Ohio and Western Pennsylvania, offering retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. WesBanco’s businesses are significantly impacted by economic factors such as market interest rates, federal monetary policies, local and regional economic conditions and the competitive environment influence upon WesBanco’s business volumes. WesBanco’s deposit levels are affected by numerous factors including personal savings rates, personal income, and competitive rates on alternative investments, as well as competition from other financial institutions within the markets we serve and liquidity needs of WesBanco. Loan levels are also subject to various factors including construction demand, business financing needs, consumer spending and interest rates and loan terms offered by competing lenders.

During 2004, WesBanco experienced several events that impacted its current results as well as laid the foundation for future growth. On August 31, 2004, WesBanco completed the April 1, 2004 announced acquisition of Western Ohio Financial Corporation (“Western Ohio”), which operates through seven branches and 15 ATM’s in the Dayton-Springfield, Ohio metropolitan area. The aggregate purchase price for the acquisition was approximately $67.9 million through the exchange of a combination of WesBanco’s common stock and cash for Western Ohio common stock. The acquisition of Western Ohio added approximately $412

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million in total assets, $334 million in net loans, $255 million in deposits, and $111 million in borrowings to WesBanco’s balance sheet. Please refer to Note 3, “Completed Business Combination,” of the Consolidated Financial Statements for more information on this acquisition.

On August 25, 2004, WesBanco announced the execution of a definitive Agreement and Plan of Merger with Winton Financial Corporation (“Winton”). The aggregate purchase price for the acquisition was approximately $113.7 million, including approximately $6.3 million of direct acquisition costs, through the exchange of a combination of WesBanco’s common stock and cash for Winton’s common stock. As of September 30, 2004, Winton had assets of approximately $552 million, $487 million in loans, $365 million in deposits and $48 million in shareholders’ equity, and it operated through seven banking locations, two loan production offices and 7 ATM’s in the greater Cincinnati, Ohio area. WesBanco completed this merger on January 3, 2005, with the data conversion completed in late February 2005. Please refer to Note 25, “Subsequent Event,” of the Consolidated Financial Statements for more information on this acquisition.

In July 2004, WesBanco opened its second branch in the Washington, Pennsylvania area at the Trinity Point shopping plaza allowing customers greater access to WesBanco’s banking services in that region.

In September 2004, various branches in WesBanco’s Wheeling, Weirton and Parkersburg, West Virginia regions and the Marietta, Ohio region suffered flood damage as the results of the remnants of Hurricane Ivan. In total 10 branches received moderate to severe damage due to the flooding, accordingly WesBanco recorded a total of $0.3 million in estimated flood cleanup costs in the third and fourth quarters 2004, with one branch later closed permanently in early 2005.

In November 2004, WesBanco appointed Dennis G. Powell as Executive Vice President and Chief Operating Officer. Mr. Powell brings numerous years of senior level banking experience to WesBanco. Mr. Powell most recently served as Executive Vice President/Director of Retail Banking with a $7 billion dollar financial institution in the Midwest.

WesBanco’s results of operations are primarily dependent on its net interest income, which is the difference between the interest that WesBanco earns on its loans and investments and the interest expense it pays on it deposits and borrowings. During 2004, WesBanco’s net interest income grew primarily due to organic growth in commercial and commercial real estate loans as well as an overall increase in average earning assets and to a lesser extent, the Western Ohio acquisition. The increase in net interest income was partially offset by a decline in the net interest margin due to lower rates on earning assets, slightly higher borrowing costs and a change in funding mix towards higher costing certificates of deposit and Federal Home Loan Bank (“FHLB”) borrowings.

Total average loans increased mainly as a result of continued growth in commercial lending coupled with the Western Ohio acquisition. WesBanco has experienced growth mainly in commercial and commercial real estate loans as a result of a greater focus on new business development in all markets with a concentrated effort in the newer markets of southwestern Pennsylvania and central Ohio, as these areas have shown potential higher levels of growth. WesBanco expects growth opportunities to continue in commercial lending as WesBanco’s footprint continues to grow in the central and western Ohio markets, and to a lesser extent, increased mortgage lending due to new marketing campaigns and increased consumer loan volume due to the introduction of new direct loan products and increased marketing of our home equity lending products. WesBanco continues to analyze the current and expected profit opportunities from its indirect lending program and due to heavy competition does not expect significant growth from this type of lending through automobile dealers.

During 2004, total average investment securities decreased slightly, while cash flows from the portfolio, which generally decrease as interest rates rise, slowed considerably over the levels experienced in 2003 as market interest rates rose in the second half of 2004. WesBanco has to some extent shifted the cash flows received on the investment portfolio due to prepayments and maturities into higher yielding loans due to the increase in loan demand.

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Total average deposits increased over year-end 2003 levels primarily due to the Western Ohio acquisition in the latter half of 2004. The average cost of our deposits have decreased over the past two years primarily due to certificates of deposits re-pricing to current market rates, as well as the reduction of most deposit product rates in 2003. In 2004, more emphasis has been placed on lower interest cost transaction accounts, with a new campaign to market WesBanco’s free checking products and certain competitive special certificates of deposit offerings. WesBanco plans on continuing with this strategy in 2005, while also ensuring the competitiveness of its certificates of deposits and money market product offerings.

Asset quality, which began to improve throughout 2003, continued to show marked improvement throughout 2004. During 2004, WesBanco experienced lower levels of non-performing assets, reduced levels of delinquent loans and net charge-offs due to increased collection efforts, higher consumer loan recoveries, and overall economic recovery, which factors helped contributed to a lower provision for loan losses in 2004.

RESULTS OF OPERATIONS

EARNINGS SUMMARY

WesBanco’s earnings for 2004 were $38.2 million or $1.90 per diluted share compared to $36.1 million or $1.80 per diluted share in 2003. The results for 2004 reflect the acquisition of Western Ohio and its banking subsidiary, Cornerstone Bank from the closing date of the acquisition on August 31, 2004. Please refer to Note 3, “Completed Business Combination” of the Consolidated Financial Statements for additional information on the Western Ohio acquisition. WesBanco’s 2004 financial performance was highlighted by growth in the loan portfolio, improved credit quality, an increase in net interest income, and increased non-interest income. These positive factors were partially offset by an overall increase in operating expenses primarily from an increase in salaries, wages, and employee benefit expense, as well as the incremental costs associated with the additional branch structure from the Western Ohio acquisition. Annualized return on average assets was 1.07% and return on average equity was 11.37% for the year ended December 31, 2004, compared to 1.08% and 11.38%, in 2003, respectively.

NET INTEREST INCOME

TABLE 1: NET INTEREST INCOME

Net interest income, which is WesBanco’s major revenue source, is the difference between interest income received by WesBanco on its earning assets (loans, securities and federal funds sold) and interest expense paid by WesBanco on its liabilities (deposits, short term and long term borrowings). Net interest income, which comprised 75.4% of total net revenues for 2004 compared to 75.6% for 2003, is affected by the general level of, and changes in interest rates, the steepness of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the re-pricing of those assets and liabilities.

Net interest income increased in 2004 compared to 2003, due to a $221.0 million increase in average earning assets, with the majority of the increase attributable to the Western Ohio acquisition. The net interest margin was 3.60% for 2004 compared to 3.66% for 2003. The decrease in net interest margin for 2004 was primarily the result of lower yields earned on loans and investment securities as they continued to re-price downward earlier in the year, and as funding costs began to move higher later in the year. Also impacting the net

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interest margin to a lesser extent were the acquired assets of Western Ohio, which had a net interest margin approximating 2.90% after purchase accounting adjustments. WesBanco anticipates future margin compression due to the January 2005 acquisition of Winton’s assets, which is expected to have a net interest margin approximating 3.00% after purchase accounting adjustments. The current rising rate and competitive market environment is also placing upward pressure on deposit rates as WesBanco adjusts its rates based on its liquidity needs and competition for deposits by other institutions, while earning asset yields are not increasing as rapidly due both to WesBanco’s slight liability sensitive position (see “Market Risk” in Item 7A. Quantitative And Qualitative Disclosures About Market Risk of this Annual Report on Form 10-K) and intense rate pressure from new and existing loan customers. While these factors impacted net interest spreads by 3 basis points, a lower percentage of net non-costing liabilities to total net earning assets also reduced the net interest margin by 3 basis points.

Interest income increased in 2004 compared to 2003, primarily due to an increase in the volume of average earning assets, which was partially offset by a decrease in the yield on earning assets. As shown in Table 2, the yield on average earning assets for 2004 decreased by 27 basis points to 5.43% from 5.70% in 2003. This decrease was primarily due to lower rates realized on new earning assets as well as the re-pricing of existing earning assets, which was partially offset by the volume of average earning assets increasing $221.0 million for 2004, compared to 2003. The increase in average earning assets for 2004 was primarily due to organic growth in commercial and commercial real estate loans and the Western Ohio acquisition. Total average loans as a percentage of total average earning assets increased to 64.8% in 2004 compared to 60.1% for 2003. Despite recent Federal Reserve interest rate increases the variable portion of the loan portfolio may not re-price to the new interest rates immediately due to certain variable rate loans having initial fixed rate terms or interest rate adjustments that may not take effect immediately. The investment portfolio average yield decreased to 4.83% for 2004 compared to 4.94% for 2003. During 2004, the investment portfolio experienced a sharp decrease in the amount of cash flows from prepayments, maturities and calls compared to 2003, reducing the need to reinvest at lower rates and also resulting in lower premium amortization, which in 2003 more negatively impacted net interest income.

Interest expense decreased in 2004 compared to 2003, as shown in Table 2, due to the average rate paid on interest bearing liabilities for 2004 decreasing 24 basis points to 2.08%, compared to 2.32% for 2003. The decrease in rates paid on interest bearing liabilities was partially offset by the volume of average interest bearing liabilities increasing $189.2 million in 2004 compared to 2003. The decrease in rates paid on interest bearing liabilities was primarily due to WesBanco lowering rates on deposit products throughout 2003 which carried through into 2004 as well as the continued natural re-pricing of maturing certificates of deposits to WesBanco’s current offered rates and the maturity and renewal of certain FHLB borrowings at lower market rates. The latter half of 2004 was also impacted by the additional interest bearing liabilities obtained in the Western Ohio acquisition, causing an alteration in WesBanco’s funding mix to be more heavily reliant on certificates of deposits and FHLB borrowings, which are generally more expensive funding sources. In addition, WesBanco increased its total junior subordinated debt to assist in funding the cash portion of the Western Ohio acquisition, which as a higher costing source of funds also negatively impacted the total cost of interest bearing liabilities. Margin compression was also evident during the second half of 2004 due to the Federal Reserve initiating five rate increases of 25 basis points each. These increases contributed to a narrowing spread between the federal funds and intermediate term U.S. Treasuries which negatively impacted re-pricing of WesBanco’s longer-term assets, such as mortgage-backed securities and variable rate loans, a factor that is expected to continue at least through 2005. During 2004, customers continued to favor variable rate deposit products over fixed rate certificates of deposit, although as rates have begun to rise since the third quarter of 2004, WesBanco is beginning to see an increase in certificates of deposit with a corresponding decrease in money market accounts as customers seek the higher rates offered on longer term certificates of deposit. In 2005, $450.1 million in certificates of deposit are scheduled to mature. If interest rates continue to increase in 2005 these deposits could re-price upward based on WesBanco’s current rates at that time which could place additional stress on the net interest margin.

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TABLE 2: AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS