The PNC
Financial Services Group, Inc. Second Quarter 2007 Earnings Conference Call July 19, 2007 Exhibit 99.2 |
This presentation contains forward-looking statements regarding our outlook or
expectations relating to PNCs future business, operations, financial condition, financial performance and asset quality. Forward-looking statements
are necessarily subject to numerous assumptions, risks and uncertainties,
which change over time. The forward-looking statements in this
presentation are qualified by the factors affecting forward-looking statements identified in the more detailed Cautionary Statement included in the Appendix, which is included in the version of the presentation materials posted on our corporate website at www.pnc.com/investorevents. We provide greater detail regarding these factors in our 2006 Form 10-K, including in the Risk Factors and Risk Management sections, and in our first quarter 2007 Form 10-Q and other SEC reports (accessible on the SECs website at www.sec.gov and on or through our corporate website). Future events or circumstances may change our outlook or expectations and may also
affect the nature of the assumptions, risks and uncertainties to which our
forward-looking statements are subject. The forward-looking statements in this presentation speak only as of the date of this presentation. We do not assume any duty and do not undertake to update those statements. In this presentation, we will sometimes refer to adjusted results to help illustrate (1) the impact of BlackRock deconsolidation near the end of third quarter 2006 and the application of the equity method of accounting for our equity investment in BlackRock and (2) the impact of certain specified items, including 2006 BlackRock/MLIM transaction gain, 2006 cost of securities and mortgage portfolio repositionings, 2006 and 2007 BlackRock/MLIM transaction and Mercantile Bankshares acquisition integration costs, and 2006 and 2007 gains/losses related to our BlackRock LTIP shares obligation. We have provided these adjusted amounts and reconciliations so
that investors, analysts, regulators and others will be better able to
evaluate the impact of these items on our results for the periods presented, in addition to providing a basis of comparability for the impact of the BlackRock deconsolidation given the magnitude of the impact of deconsolidation on
various components of our income statement. We believe that
information as adjusted for the impact of the specified items may be useful due to the extent to which these items are not indicative of our ongoing operations as the result of our management activities on those operations. While we have not provided other adjustments for the periods discussed, this is not intended to imply that there could not have been other similar
types of adjustments, but any such adjustments would not have been similar
in magnitude to those shown. In certain discussions, we also provide revenue information on a taxable-equivalent basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to
interest income earned on taxable investments. We believe this adjustment may be useful when comparing yields and margins for all earning assets.
This presentation may also include a discussion of other non-GAAP financial
measures, which, to the extent not so qualified therein or in the Appendix, is qualified by GAAP reconciliation information available on our corporate website at www.pnc.com under About PNC Investor Relations. Cautionary Statement Regarding Forward-Looking Information and Adjusted Information |
Primary
businesses met or exceeded expectations Reported earnings of $1.22 per diluted
share First half 2007 earnings up 20% versus first half 2006 Asset quality remained excellent Mercantile integration on track 2007 Second Quarter Highlights Executing on Our Strategies |
Key
Take-Aways Performance Summary Adjusted earnings* of $1.25 per diluted share Strong core performance by primary businesses partially offset by weak private equity and trading; cross-border lease impact Continued to create positive operating leverage Well positioned from a risk perspective Continuation of share repurchase program in 2007 *Adjusted earnings exclude integration costs and are reconciled to GAAP earnings in the
Appendix. |
10% 30% 13% 15% Growing Higher Quality Revenue Streams Noninterest Income $1.75 Billion 61% Six months ended June 30, As Adjusted* Deposit NII $653 Million 23% Loan NII $465 Million 16% Noninterest Income $1.9 Billion 58% Deposit NII $849 Million 26% Loan NII $526 Million 16% Total Revenue Growth * Adjusted amounts are reconciled to GAAP in the Appendix **Unadjusted growth: total revenue (6%), noninterest income (19%), deposit net interest income 30%, loan net interest income 11% % Change vs 2006** 2007 2006 Revenue Mix |
$0 $1 $2 $3 $4 $5 $6 $7 2004 2005 2006 Revenue 9% Creating Positive Operating Leverage Growing Revenues Faster Than Expenses $ billions Compound Annual Growth Rate (2004 2006) Adjusted Revenue (Taxable-equivalent) - $5.6 billion, $6.4 billion, $8.6 billion as reported for 2004, 2005, 2006,
respectively Adjusted Noninterest Expense - $3.7 billion, $4.3 billion, $4.4 billion as reported for 2004, 2005, 2006,
respectively Adjusted Net Income - $1.2 billion, $1.3 billion, $2.6 billion as reported for 2004, 2005, 2006,
respectively Net Income 12% $1.2 $1.3 $1.5 Expense 7% Revenue
+15% Expense
+12% Net
Income +17% Trend
Continues* * As reported: revenue (6%), expense (14%), net income 20%. Adjusted numbers and
taxable-equivalent revenue are reconciled to GAAP in the Appendix. Six months ended June 30, as adjusted 2007 vs 2006 |
Maintaining
Moderate Risk Profile Credit Risk Profile - Excellent credit quality - Credit decisions driven by risk-adjusted returns - Minimal sub-prime exposure Interest Rate Risk - Total return philosophy - Sophisticated risk management skills - Well-positioned balance sheet |
We
make statements in this presentation, and we may from time to time make
other statements, regarding our outlook or expectations for earnings, revenues, expenses and/or other matters regarding or affecting PNC that are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words such as believe, expect, anticipate, intend, outlook, estimate, forecast, project and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. We do not assume any duty and do not undertake to update our forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements, and future results could differ materially from our historical performance. Our forward-looking statements are subject to the following principal risks and
uncertainties. We provide greater detail regarding some of these factors in our Form 10-K for the year ended December 31, 2006, including in the Risk Factors and Risk Management sections of
that report, and in our first quarter 2007 Form 10-Q and other SEC reports. Our forward- looking statements may also be subject to other risks and uncertainties, including those
that we may discuss elsewhere in this presentation or in our filings with the SEC, accessible on the SECs website at www.sec.gov and on or through our corporatewebsite at www.pnc.com under About PNC Investor Relations Financial Information. Our business and operating results are affected by business and economic conditions
generally or specifically in the principal markets in which we do business. We are affected by changes in our customers and counterparties financial performance, as well as changes in customer preferences and behavior, including as a result of changing business and economic conditions. The value of our assets and liabilities, as well as our overall financial performance,
is also affected by changes in interest rates or in valuations in the debt and equity markets. Actions by the Federal Reserve and other government agencies, including those that
impact money supply and market interest rates, can affect our activities and financial results. Our operating results are affected by our liability to provide shares of BlackRock
common stock to help fund BlackRock long-term incentive plan (LTIP) programs, as our LTIP liability is adjusted quarterly (marked-to-market) based on changes in BlackRocks common stock price and the number of remaining committed shares, and we recognize gain or loss on such shares at such times as shares are transferred for payouts under the
LTIP programs. Competition can have an impact on customer acquisition, growth and retention, as well
as on our credit spreads and product pricing, which can affect market share, deposits and revenues. Our ability to implement our business initiatives and strategies could affect our financial performance over the next several years. Our ability to grow successfully through acquisitions is impacted by a number of risks
and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into PNC after closing. These
uncertainties are present with respect to our pending acquisitions of Sterling Financial Corporation (Sterling) and Yardville National Bancorp (Yardville), and continue to be present with respect to the integration of Mercantile Bankshares Corporation. Legal and regulatory developments could have an impact on our ability to operate our
businesses or our financial condition or results of operations or our competitive position or reputation. Reputational impacts, in turn, could affect matters such as business generation and retention, our ability to attract and retain management, liquidity and funding. These legal and regulatory developments could include: (a) the unfavorable
resolution of legal proceedings or regulatory and other governmental inquiries; (b) increased litigation risk from recent regulatory and other governmental developments; (c)
the results of the regulatory examination process, our failure to satisfy the requirements of agreements with governmental agencies, and regulators future use of supervisory and enforcement tools; (d) legislative and regulatory reforms, including changes to laws and regulations involving tax, pension, and the protection of confidential customer
information; and (e) changes in accounting policies and principles. Our business and operating results are affected by our ability to identify and
effectively manage risks inherent in our businesses, including, where appropriate, through the effective use of third-party insurance and capital management techniques.
Our ability to anticipate and respond to technological changes can have an impact on
our ability to respond to customer needs and to meet competitive demands. Cautionary
Statement Regarding Forward-Looking Information |
The adequacy of our intellectual property protection, and the extent of any costs
associated with obtaining rights in intellectual property claimed by others, can impact our business and operating results. Our business and operating results can also be affected by widespread natural
disasters, terrorist activities or international hostilities, either as a result of the impact on the economy and financial and capital markets generally or on us or on our customers,
suppliers or other counterparties specifically. Also, risks and uncertainties that could affect the results anticipated in
forward-looking statements or from historical performance relating to our equity interest in BlackRock, Inc. are discussed in more detail in BlackRocks 2006 Form 10-K, including in the Risk Factors section, and in BlackRocks other filings with the SEC, accessible on the SECs website and on or through BlackRocks website at www.blackrock.com. We grow our business from time to time by acquiring
other financial services companies, including the pending Sterling and Yardville acquisitions. Acquisitions in general present us with risks other than those presented by the nature of the business acquired. In
particular, acquisitions may be substantially more expensive to complete (including as a result of costs incurred in connection with the integration of the acquired company) and the anticipated
benefits (including anticipated cost savings and strategic gains) may be significantly harder or take longer to achieve than expected. In some cases, acquisitions involve our
entry into new businesses or new geographic or other markets, and these situations also present risks resulting from our inexperience in these new areas. As a regulated financial institution, our pursuit of attractive acquisition opportunities could be negatively impacted due to regulatory delays or other regulatory issues. Regulatory and/or legal issues related to the pre-acquisition operations of an acquired business may cause reputational harm to PNC following the acquisition and integration of the acquired business into ours and may result in
additional future costs arising as a result of those issues. Post-closing acquisition risk continues to apply to Mercantile as we complete the integration. Any annualized, proforma, estimated, third party or consensus numbers in this
presentation are used for illustrative or comparative purposes only and may not reflect actual results. Any consensus earnings estimates are calculated based on the earnings projections made by analysts who cover that company. The analysts opinions, estimates or forecasts (and therefore the consensus earnings estimates) are theirs alone, are not those of PNC or
its management, and may not reflect PNCs, Yardvilles or other companys actual or anticipated results. Cautionary Statement Regarding Forward-Looking Information (continued) |
The PNC
Financial Services Group, Inc. and Sterling Financial Corporation will be filing a proxy statement/prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION
WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain these documents free of charge at the SEC's web site (www.sec.gov). In addition, documents filed with the SEC by The PNC Financial Services Group, Inc. will be available
free of charge from Shareholder Relations at (800) 843-2206. Documents filed
with the SEC by Sterling Financial Corporation will be available free of charge from
Sterling Financial Corporation by contacting Shareholder Relations at (877)
248-6420. The directors, executive officers, and certain other members of management
and employees of Sterling Financial Corporation are participants in the solicitation of
proxies in favor of the merger from the shareholders of Sterling Financial
Corporation. Information about the directors and executive officers of Sterling
Financial Corporation is included in the proxy statement for its May 8, 2007 annual meeting of shareholders, which was filed with the SEC on April 2, 2007. Additional information regarding
the interests of such participants will be included in the proxy statement/prospectus
and the other relevant documents filed with the SEC when they become available.
Additional Information About The PNC/Sterling Financial Corporation Transaction |
The PNC
Financial Services Group, Inc. (PNC) and Yardville National Bancorp (Yardville) have filed with the United States Securities and Exchange Commission (the SEC) a Registration Statement
on Form S-4 that includes a preliminary version of a proxy statement of Yardville
that also constitutes a preliminary prospectus of PNC. The S-4 has not yet
become effective. The parties will file other relevant documents concerning
the proposed transaction with the SEC. Following the S-4 being declared effective by the SEC, Yardville intends to mail the final proxy statement to its shareholders. Such final
documents, however, are not currently available. WE URGE INVESTORS TO READ THE
FINAL PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT/PROSPECTUS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors may obtain these documents, if and when they become
available, free of charge at the SEC's web site (www.sec.gov). In addition, documents filed with the SEC by PNC will be available free of charge from Shareholder Relations at (800) 843-2206. Documents filed with the SEC by Yardville
will be available free of charge from Yardville by contacting Howard N. Hall, Assistant
Treasurer's Office, 2465 Kuser Road, Hamilton, NJ 08690 or by calling (609) 631-6223. The directors, executive officers, and certain other members of management and employees of
Yardville are participants in the solicitation of proxies in favor of the merger from
the shareholders of Yardville. Information about the directors and executive officers
of Yardville is set forth in its Annual Report on Form 10-K filed on March 30, 2007
for the year ended December 31, 2006, as amended by the Form 10-K/A filed on May
10, 2007. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC if and when
they become available. Additional Information About The PNC/Yardville National Bancorp Transaction |
|
|
|
Non-GAAP
to GAAP Reconcilement Appendix Income Statement Summary 2004 to 2006 (continued) For the year ended December 31, 2004 BlackRock PNC Deconsolidation and BlackRock PNC In millions As Reported Other Adjustments Equity Method As Adjusted Net interest income $1,969 $(14) $1,955 Provision for credit losses 52 52 Noninterest income 3,572 (745) $101 2,928 Noninterest expense 3,712 (564) 3,148 Income before minority interest and income taxes 1,777 (195) 101 1,683 Minority interest in income of BlackRock 42 (42) Income taxes 538 (59) 7 486 Net income $1,197 $(94) $94 $1,197 In millions 2004 2005 2006 CAGR Adjusted net interest income $1,955 $2,142 $2,235 Adjusted noninterest income 2,928 3,122 3,572 Taxable-equivalent adjustment 20 33 25 Adjusted total revenue 4,903 5,297 5,832 9% Adjusted noninterest expense 3,148 3,453 3,587 7% Adjusted net income $1,197 $1,325 $1,514 12% In millions 2004 2005 2006 CAGR Net interest income, as reported $1,969 $2,154 $2,245 Noninterest income, as reported 3,572 4,173 6,327 Taxable-equivalent adjustment 20 33 25 Total revenue, taxable equivalent basis 5,561 6,360 8,597 24% Noninterest expense, as reported 3,712 4,306 4,443 9% Net income, as reported $1,197 $1,325 $2,595 47% |