SUSQUEHANNA BANCSHARES INC - FORM 8-K - EX-99.1 - PRESENTATION FOR ANNUAL MEETING OF SHAREHOLDERS ON MAY 7, 2010

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8-K - FORM 8-K - SUSQUEHANNA BANCSHARES INC	d8k.htm

Exhibit 99.1

Susquehanna Bancshares, Inc.

Annual Shareholders’

Meeting

Susquehanna Bancshares, Inc.

Annual Shareholders’

Meeting

May 7, 2010

Hershey Lodge and Convention Center

Hershey, PA

May 7, 2010

Hershey Lodge and Convention Center

Hershey, PA

William J. Reuter

Chairman & CEO

I pledge allegiance to the flag

of the United States of America

and to the republic for which it stands:

one nation under God, indivisible,

with liberty and justice for all.

Directors of Susquehanna

Anthony J. Agnone, Sr.

Wayne E. Alter, Jr.

Peter DeSoto

Eddie L. Dunklebarger

Bruce A. Hepburn

Donald L. Hoffman

Guy W. Miller, Jr.

Michael A. Morello

Scott J. Newkam

E. Susan Piersol

M. Zev Rose

Christine Sears

James A. Ulsh

Dale M. Weaver

Roger V. Wiest, Sr.

Outside Counsel and CPA

Joanne R. Soslow, Esq.

Morgan, Lewis & Bockius, LLP

Stephen Connelly

PricewaterhouseCoopers, LLP

Executive Officers

Edward Balderston, Jr.

Drew K. Hostetter

James G. Pierné

Michael M. Quick

Management Team

Peter R. Unger

Stephen E. DiNovis

Kenneth R. Collins

Lisa M. Cavage

Bernard A. Francis, Jr.

Michael E. Hough

Rodney A. Lefever

Joseph R. Lizza

John H. Montgomery

Jeffrey M. Seibert

Edward J. Wydock

Judge of Election and Proxies

Scot B. Crichton

Broadridge

Financial Solutions, Inc.

Samuel G. Reel, Jr.

Thomas R. Diehl

Nominations to Board of Directors

Anthony J. Agnone, Sr.

Wayne E. Alter, Jr.

Bruce A. Hepburn

Donald L. Hoffman

Scott J. Newkam

Christine Sears

James A. Ulsh

Roger V. Wiest, Sr.

Additional Orders of Business

Advisory Vote on Executive Compensation

Ratification of PricewaterhouseCoopers LLP as

Independent Registered Public Accountants

Voting Results: Directors Elected

Anthony J. Agnone, Sr.

Wayne E. Alter, Jr.

Bruce A. Hepburn

Donald L. Hoffman

Scott J. Newkam

Christine Sears

James A. Ulsh

Roger V. Wiest, Sr.

Voting Results: Motions Approved

Resolution Regarding Executive Compensation

Approved, in an Advisory Vote

Ratification of PricewaterhouseCoopers LLP as

Independent Registered Public Accountants

Outgoing Board Members

M. Zev Rose

Director since 2002

Served on subsidiary bank board since 1985

Dale M. Weaver

Director since 2007

Served on subsidiary bank board since 1977

Forward-looking Statements

During the course of this presentation, management may make projections and other forward-looking statements

regarding events or the future financial performance of Susquehanna. In particular, certain statements made during

this presentation may include forward-looking statements relating to: our ability to manage and monitor the impact

of the recession; our expectations regarding economic conditions in our market area; our expectations regarding

credit quality; our expectations regarding our ability to repay the Treasury’s remaining investment in Susquehanna

under the Capital Purchase Program; our expectations regarding future regulatory changes; our expectations

regarding dividend payments; our ability to maintain loan growth; and our ability to achieve our future financial

goals.

We wish to caution you that these forward-looking statements may differ materially from actual results due to a

number of risks and uncertainties. The factors that may affect these statements and our financial performance,

include, but are not limited to, adverse changes in our loan and lease portfolios and the resulting credit-risk-related

losses and expenses; continued levels of our loan and lease quality and origination volume; changes in consumer

confidence spending and savings habits relative to the bank and non-bank financial services we provide; the

adequacy of loss reserves; the loss of certain key officers; our ability to maintain our relationships with major

customers; our ability to continue to grow our business internally and through acquisition and successful integration

of bank and non-bank entities while controlling our costs; adverse national and regional economic and business

conditions; compliance with laws and regulatory requirements of federal and state agencies; competition from other

financial institutions in originating loans, attracting deposits, and providing various financial services that may affect

our profitability; the ability to hedge certain risks economically; greater reliance on wholesale funding because our

loan growth has outpaced our deposit growth, and we have no current access to the securitization markets; the

pace of our loan growth compared to our deposit growth; and our success in managing the risks involved in the

foregoing.

For a more detailed description of the factors that may affect Susquehanna’s operating results or the outcomes

described in these forward-looking statements, we refer you to our filings with the Securities & Exchange

Commission, including our annual report on Form 10-K/A for the year ended December 31, 2009 and our quarterly

report on Form 10-Q for the quarter ended March 31, 2010. Susquehanna assumes no obligation to update the

forward-looking statements made during this presentation. For more information, please visit our Web site

www.susquehanna.net.

Non-GAAP Financial Measures

Throughout this presentation we will show you certain

financial measures of Susquehanna's performance or

financial position that are not GAAP-based measures.

Each one will be denoted with an asterisk (*). The SEC

requires us to provide you with a definition of each

measure and a reconciliation of the measure to the

most directly comparable GAAP-based measure. We

have posted these definitions and reconciliations to

our web site, and you may view them by going to

www.susquehanna.net, clicking on "Investor

Relations" section of the title bar, and then clicking on

“Presentations".

2009 Accomplishments

Improved mix of deposits to lower cost of funds

Time deposits reduced by 20%

Core deposits increased by 19%

quarter net interest margin of 3.77%, highest

among our peer banks in northeastern U.S.

Originated $2.3 billion in loans

Wealth Management business generated 18%

increase in income before taxes

Controlled costs to improve efficiency

2009 Challenges

Credit Quality

Repositioned commercial lenders to assist borrowers

Conducted special reviews of loans to certain industries

Reduced relative size of construction lending portfolio

Higher FDIC Payments

$3 million in 2008

$75 million in 2009

Regulatory Changes

Overdraft fees

2010 Developments

Capital Raise

$345 million in common stock

$50 million in trust preferred securities

Capital Purchase Program Redemption

Repaid $200 million of funds to U.S. Treasury

Retained $100 million until further economic recovery

$10 million reduction in annual preferred dividend costs

Capital Ratios

10.0 %

16.98%

Total Risk-Based

Capital Ratio

6.0 %

14.67%

Tier 1 Capital Ratio

5.0 %

12.45%

Leverage Ratio

N/A

9.03%

Tier 1 Common Ratio*

N/A

7.78%

Tangible Common

Ratio

(1) *

Well-Capitalized

Threshold

At March 31, 2010

(1) Includes deferred tax liability associated with intangibles of $43.0 million.

Drew Hostetter

Chief Financial Officer

Susquehanna Stock Price

Non-accruing loans + OREO +

90 days or more past due ÷

Tangible common equity +

Loan and lease loss reserve

Texas Ratio*

a non-GAAP financial measure

Texas Ratio*

a non-GAAP financial measure

Peer Companies

Asset

Peers

Size

Symbol

Webster Financial Corporation

$18.0 billion

WBS

Waterbury, CT

Fulton Financial Corporation

$16.4 billion

FULT

Lancaster, PA

First Niagara Financial Group, Inc.

$15.0 billion

FNFG

Buffalo, NY

Valley National Bancorp.

$14.5 billion

VLY

Wayne, NJ

Firstmerit Corporation

$12.3 billion

FMER

Akron, OH

Wilmington Trust Corporation

$10.6 billion

Wilmington, DE

National Penn Bancshares, Inc.

$9.2 billion

NPBC

Boyertown, PA

Susquehanna Bancshares, Inc.

$13.8 billion

SUSQ

Lititz, PA

Peer Companies’

Texas Ratios

Peer Companies’

Texas Ratios

Peer Texas ratio

FNFG

4.95%

VLY

9.76%

FMER

12.96%

NPBC

17.14%

FULT

24.01%

WBS

30.16%

SUSQ

30.62% *

62.60%

Average

23.08%

SUSQ Stock Price

$5.89

12/31/2009

Susquehanna NPA Ratio

1Q09

2Q09

3Q09

4Q09

1Q10

1.98%

2.49%

2.90%

2.63%

2.89%

Non accruing loans + OREO + 90 days or more past due divided by total loans, leases and OREO

Peer Companies’

NPA Ratios

Peer Companies’

NPA Ratios

3/31/2010

12/31/2009

VLY

1.05%

1.08%

FNFG

1.14%

1.03%

FMER

1.93%

1.96%

NPBC

1.96%

2.15%

FULT

2.60%

2.54%

SUSQ

2.89%

2.63%

WBS

3.38%

3.53%

6.33%

5.79%

Average

2.66%

2.59%

SUSQ Tangible Common Equity

to Tangible Assets Ratio *

SUSQ Tangible Common Equity

to Tangible Assets Ratio *

1Q09

2Q09

3Q09

4Q09

1Q10

4.88%

4.97%

5.29%

5.31%

7.78%

Peers’

Tangible Common Equity

to Tangible Assets Ratio

Peers’

Tangible Common Equity

to Tangible Assets Ratio

3/31/2010

12/31/2009

FNFG

10.51%

10.54%

8.18%

5.40%

FULT pro forma

7.98%

6.30%

FMER

7.93%

8.99%

SUSQ

7.78% *

5.31% *

NPBC

6.91%

6.64%

VLY

6.55%

6.68%

WBS

5.59%

5.54%

Average

7.66%

7.16%

SUSQ Loan Lease Loss Provision

to Average Loans Lease Ratios

SUSQ Loan Lease Loss Provision

to Average Loans Lease Ratios

1Q09

2Q09

3Q09

4Q09

1Q10

1.47%

2.04%

1.93%

2.21%

1.83%

Peers’

Loan Lease Loss Provision

to Average Loans Lease Ratios

Peers’

Loan Lease Loss Provision

to Average Loans Lease Ratios

1Q10

2009

VLY

0.54%

0.49%

FNFG

0.73%

0.65%

FULT

1.36%

1.59%

FMER

1.45%

1.38%

WBS

1.59%

2.59%

SUSQ

1.83%

1.92%

NPBC

2.20%

2.45%

3.56%

2.22%

Average

1.66%

SUSQ Pre-Provision Pretax Income to

Average Assets

Ratio

SUSQ Pre-Provision Pretax Income to

Average Assets

Ratio

1Q09

2Q09

3Q09

4Q09

1Q10

1.27%

0.93%

1.56%

1.79%

1.55%

Peers’

Pre-Provision Pretax Income to

Average Assets Ratio

Peers’

Pre-Provision Pretax Income to

Average Assets Ratio

1Q10

2009

FULT

1.89%

1.70%

FMER

1.80%

1.91%

FNFG

1.62%

1.42%

SUSQ

1.55%

1.39%

VLY

1.50%

1.51%

NPBC

1.40%

0.18%

1.20%

1.46%

WBS

1.02%

0.99%

Average

1.50%

1.32%

SUSQ Margin Trend FTE

1Q09

2Q09

3Q09

4Q09

1Q10

3.40%

3.52%

3.64%

3.77%

3.80%

Peers’

Margin Trend FTE

Peers’

Margin Trend FTE

1Q10

2009

SUSQ

3.80%

3.58%

FULT

3.78%

3.52%

FMER

3.72%

3.58%

VLY

3.65%

3.49%

FNFG

3.61%

3.65%

NPBC

3.44%

3.18%

WBS

3.28%

3.13%

3.03%

3.08%

Average

3.54%

3.40%

SUSQ Texas Ratio *

1Q09

2Q09

3Q09

4Q09

1Q10

25.69%

31.06%

34.18%

30.62%

24.72%

Peers’

Texas Ratio at 03/31/10

Peers’

Texas Ratio at 03/31/10

3/31/2010

FNFG

5.41%

VLY

9.71%

FMER

13.38%

NPBC

15.16%

FULT pro forma

20.40%

SUSQ

24.72% *

WBS

27.91%

48.83%

Average

20.11%

SUSQ Stock Price

$10.90

Susquehanna Bank Market Area

Susquehanna Strengths

Unique market footprint

Demographically and economically diverse

Strong market presence

Among top 4 banks in market share in 11 out of 20

markets

From

2004

–

2009,

improved

market

out

20 markets

Significant market share in Lancaster, PA and

Hagerstown, MD

Opportunity for growth in Baltimore and Philadelphia

Susquehanna Strengths

Lending focused in relatively stable geographic

market

Wide range of financial products & services creates

opportunity for cross-selling

Customer service

Susquehanna Bank ranked second among Mid-Atlantic

banks in J.D. Power and Associates 2010 Retail

Banking Satisfaction Study

Questions and Answers

Microphones are available

at the front of the aisles.

Quarterly Webcast

www.susquehanna.net

Susquehanna Bancshares, Inc.

Annual Shareholders’

Meeting

Susquehanna Bancshares, Inc.

Annual Shareholders’

Meeting

Thank you for attending.

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