The PNC
Financial Services Group, Inc. Capital Action and Business Update March 2, 2009 Exhibit 99.3 * * * * * * * * * |
2 Cautionary Statement Regarding Forward-Looking Information and Adjusted Information This presentation includes snapshot information about PNC used by way of illustration. It is not intended as a full business or financial review and should be viewed in the context of all of the information made available by PNC in its SEC filings. The presentation also contains forward-looking statements regarding our outlook or expectations relating to PNCs future business, operations, financial condition, financial performance, capital and liquidity levels, 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 2007 Form 10-K and our 2008 Form 10-Qs, and in our 2008 Form 10-K upon its filing, including in the Risk Factors and Risk Management sections, and in our other SEC filings (accessible on the SECs website at www.sec.gov and on or through our corporate website at www.pnc.com/secfilings). We have included these web addresses as inactive textual references only. Information on these websites is not part of this document. 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 may sometimes refer to adjusted results to help illustrate the impact of certain types of items. This information supplements our results as reported in accordance with GAAP and should not be viewed in isolation from, or a substitute for, our GAAP results. We provide 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. 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. In certain discussions, we may also provide information on yields and margins for all interest-earning assets calculated using net interest income 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, is qualified by GAAP reconciliation information available on our corporate website at www.pnc.com under About PNCInvestor Relations. |
3 Overview Global economic conditions are deteriorating rapidly Markets continue to be highly volatile Regulatory requirements are changing in response to the economy Proactively protecting the balance sheet, preserving capital flexibility, and serving the needs of our customers are our top priorities - 35-40 basis point annual improvement to capital ratios on 12/31/08 proforma basis - No current plans to issue additional common equity Will reduce next quarterly common stock dividend to $0.10 from $0.66 per share Extreme economic uncertainty warrants this proactive capital decision Enhances ability to repay TARP preferred as soon as appropriate Expected to add $1 billion annually to PNCs common equity position
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4 Recent Events and Business Update Business Update Integration of National City well underway and on track - Continued confidence about the long term benefits - Expected to be accretive to 2009 earnings 2009 off to a solid start - Strong client growth, sales above expectations - Revenue growth driven by significant net interest income increase - Expenses remain well-controlled - Strong pretax pre-provision earnings - 1Q09 results to date, excluding acquisition costs, in line with range of Wall Street analyst expectations - Ongoing and enhanced programs in support of economic recovery initiatives
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5 Summary Reducing dividend was difficult but prudent given the current environment An additional $1 billion is expected to be retained annually Our businesses are performing well The National City integration is progressing smoothly We believe we are well-positioned to take advantage of long term opportunities that deliver significant shareholder value We expect to increase the dividend when appropriate |
6 Cautionary Statement Regarding Forward-Looking Information Appendix This presentation includes snapshot information about PNC used by way of illustration and is not intended as a full business or financial review. It should not be viewed in isolation but rather in the context of all of the information made available by PNC in its SEC filings. We also make statements in this presentation, and we may from time to time make other statements, regarding our outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality 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, will, 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. 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 2007 Form 10-K and our 2008 Form 10-Qs, and in our 2008 Form 10-K upon its filing, including in the Risk Factors and Risk Management sections of those reports, and in our other SEC filings. 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 corporate website at www.pnc.com/secfilings. We have included these web addresses as inactive textual references only. Information on these websites is not part of this document. Our businesses and financial results are affected by business and economic conditions, both generally and specifically in the principal markets in which we operate. In particular, our businesses and financial results may be impacted by: o Changes in interest rates and valuations in the debt, equity and other financial markets. o Disruptions in the liquidity and other functioning of financial markets, including such disruptions in the markets for real estate and other assets commonly securing financial products. o Actions by the Federal Reserve and other government agencies, including those that impact money supply and market interest rates. o Changes in our customers, suppliers and other counterparties performance in general and their creditworthiness in particular. o Changes in customer preferences and behavior, whether as a result of changing business and economic conditions or other factors. A continuation of recent turbulence in significant portions of the US and global financial markets, particularly if it worsens, could impact our performance, both directly by affecting our revenues and the value of our assets and liabilities and indirectly by affecting our counterparties and the economy generally. Our business and financial performance could be impacted as the financial industry restructures in the current environment, both by changes in the creditworthiness and performance of our counterparties and by changes in the competitive landscape. Given current economic and financial market conditions, our forward-looking financial statements are subject to the risk that these conditions will be substantially different than we are currently expecting. These statements are based on our current expectations that interest rates will remain low through 2009 with continued wide market credit spreads, and our view that national economic trends currently point to a continuation of severe recessionary conditions in 2009 followed by a subdued recovery. |
7 Cautionary Statement Regarding Forward-Looking Information (continued) Appendix 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: o Changes resulting from the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, and other developments in response to the current economic and financial industry environment, including current and future conditions or restrictions imposed as a result of our participation in the TARP Capital Purchase Program. o Legislative and regulatory reforms generally, including changes to laws and regulations involving tax, pension, bankruptcy, consumer protection, and other aspects of the financial institution industry. o Increased litigation risk from recent regulatory and other governmental developments. o Unfavorable resolution of legal proceedings or regulatory and other governmental inquiries. o The results of the regulatory examination and supervision process, including our failure to satisfy the requirements of agreements with governmental agencies. o Changes in accounting policies and principles. Our issuance of securities to the US Department of the Treasury may limit our ability to return capital to our shareholders and is dilutive to our common shares. If we are unable previously to redeem the shares, the dividend rate increases substantially after five years. 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, derivatives, and capital management techniques. 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 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. Our ability to implement our business initiatives and strategies could affect our financial performance over the next several years. 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 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 capital and other financial 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 filings with the SEC, including in the Risk Factors sections of BlackRocks reports. BlackRocks SEC filings are accessible on the SECs website and on or through BlackRocks website at www.blackrock.com. This material is referenced for informational purposes only and should not be deemed to constitute a part of this document. In addition, our recent acquisition of National City Corporation (National City) presents us with a number of risks and uncertainties related both to the acquisition transaction itself and to the integration of the acquired businesses into PNC. These risks and uncertainties include the following: The transaction may be substantially more expensive to complete (including the required divestitures and the integration of National Citys businesses) and the anticipated benefits, including anticipated cost savings and strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events. |
8 Cautionary Statement Regarding Forward-Looking Information (continued) Appendix Our ability to achieve anticipated results from this transaction is dependent on the state going forward of the economic and financial markets, which have been under significant stress recently. Specifically, we may incur more credit losses from National Citys loan portfolio than expected. Other issues related to achieving anticipated financial results include the possibility that deposit attrition or attrition in key client, partner and other relationships may be greater than expected. Litigation and governmental investigations currently pending against National City, as well as others that may be filed or commenced relating to National Citys business and activities before the acquisition, could adversely impact our financial results. Our ability to achieve anticipated results is also dependent on our ability to bring National Citys systems, operating models, and controls into conformity with ours and to do so on our planned time schedule. The integration of National Citys business and operations into PNC, which will include conversion of National Citys different systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to National Citys or PNCs existing businesses. PNCs ability to integrate National City successfully may be adversely affected by the fact that this transaction will result in PNC entering several markets where PNC did not previously have any meaningful retail presence. In addition to the National City transaction, we grow our business from time to time by acquiring other financial services companies. Acquisitions in general present us with risks, in addition to those presented by the nature of the business acquired, similar to some or all of those described above relating to the National City acquisition. 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, National Citys, or other companys actual or anticipated results. |