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8-K - FORM 8-K - PNC FINANCIAL SERVICES GROUP, INC.d338675d8k.htm
EX-4.2 - DEPOSIT AGREEMENT - PNC FINANCIAL SERVICES GROUP, INC.d338675dex42.htm
EX-1.1 - UNDERWRITING AGREEMENT - PNC FINANCIAL SERVICES GROUP, INC.d338675dex11.htm
EX-3.1 - STATEMENT WITH RESPECT TO SHARES FOR FIXED-TO-FLOATING RATE - PNC FINANCIAL SERVICES GROUP, INC.d338675dex31.htm
EX-4.1 - FORM OF CERTIFICATE REPRESENTING THE FIXED-TO-FLOATING RATE - PNC FINANCIAL SERVICES GROUP, INC.d338675dex41.htm
EX-5.1 - OPINION OF GEORGE P. LONG, III - PNC FINANCIAL SERVICES GROUP, INC.d338675dex51.htm
The PNC Financial Services Group, Inc.
Annual Meeting of Shareholders
April 24, 2012
Exhibit 99.1
* * * *
****


*
*
*
*
*
James E. Rohr
Chairman and Chief Executive Officer
*******
*****


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
for
earnings,
revenues,
expenses,
capital
levels
and
ratios,
liquidity
levels,
asset
levels,
asset
quality
and
other
matters
regarding
or
affecting
PNC
and
its
future
business
and
operations.
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
some
of
these
factors
in
our
2011
Form
10-K
as
amended,
including
in
the
Risk
Factors
and
Risk
Management
sections
and
in
the
Legal
Proceedings
and
Commitments
and
Guarantees
Notes
of
the
Notes
to
Consolidated
Financial
Statements
in
that
report,
and
in
our
subsequent
SEC
filings.
Our
forward-looking
statements
may
also
be
subject
to
other
risks
and
uncertainties,
including
those
we
may
discuss
in
this
presentation
or
in
SEC
filings,
accessible
on
the
SEC’s
website
at
www.sec.gov
and
on
PNC’s
corporate
website
at
www.pnc.com/secfilings.
We
have
included
web
addresses
in
this
presentation
as
inactive
textual
references
only.
Information
on
these
websites is not part of this presentation.
Future
events
or
circumstances
may
change
our
outlook
and
may
also
affect
the
nature
of
the
assumptions,
risks
and
uncertainties
to
which
our
forward-looking
statements
are
subject.
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.
Actual
results
or
future
events
could
differ,
possibly
materially,
from
those
anticipated in forward-looking statements, as well as from historical performance.
In
this
presentation,
we
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
as
a
substitute
for,
our
GAAP
results.
We
believe
that
this
additional
information
and
the
reconciliations
we
provide
may
be
useful
to
investors,
analysts,
regulators
and
others
as
they
evaluate
the
impact
of
these
respective
items
on
our
results
for
the
periods
presented
due
to
the
extent
to
which
the
items
may
not
be
indicative
of
our
ongoing
operations.
We
may
also
provide
information
on
pretax
pre-provision
earnings
(total
revenue
less
noninterest
expense)
and
on
tangible
book
value
per
share
(calculated
as
book
value
per
share
less
total
intangible
assets,
other
than
servicing
rights,
per
share).
We
believe
that
pretax
pre-
provision
earnings,
a
non-GAAP
measure,
is
useful
as
a
tool
to
help
evaluate
the
ability
to
provide
for
credit
costs
through
operations
and
to
help
evaluate
our
earnings
created
by
operating
leverage.
And
we
believe
that
tangible
book
value
per
share,
a
non-GAAP
measure,
is
useful
as
a
tool
to
help
to
better
evaluate
growth
of
the
company’s
business
apart
from
the
amount,
on
a
per
share
basis,
of
intangible
assets
other
than
servicing
rights
included
in
book
value.
Where
applicable,
we
provide
GAAP
reconciliations
for
such
additional
information,
including
in
the
Appendix
and
on
our corporate website at www.pnc.com/investorevents.
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.
We
may
also
use
annualized,
proforma,
estimated
or
third
party
numbers
for
illustrative
or
comparative
purposes
only.
These
may
not
reflect
actual
results.
This
presentation
may
also
include
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.”


Accelerating Our Achievement
Good financial performance in 2011 driven by
exceptional customer growth
Well-positioned franchise capturing new
opportunities while adapting to industry challenges
First quarter results demonstrate our strong
competitive positioning
Creating shareholder value
-
Increased dividend to $.40 from $.10, or 300% over past 2 years
-
Plans to repurchase up to $250 million of common stock in 2012
1
PNC Continues to Build a Great Company.
PNC Continues to Build a Great Company.
(1) Subject to factors such as market and general economic conditions, economic capital and regulatory capital conditions, alternative uses of capital, regulatory
and contractual limitations, and the potential impact on credit ratings.


Good 2011 Performance in a Challenging Environment
Delivered net income of $3.1 billion
Increased customers across our businesses
Grew deposits and loans
Stable overall credit quality 
Managed expenses while investing for growth
Strengthened capital and liquidity positions
Expanded presence in attractive growth markets
PNC Is Positioned to Deliver Even Greater Shareholder Value.
PNC Is Positioned to Deliver Even Greater Shareholder Value.


Delivering Long–Term Value for Our Shareholders
December 31
Comparison of cumulative 5-year total return
(assumes $100 investment  at close of market on December 31, 2006)
(1) Peer group represents BBT, BAC, COF, CMA, FITB, JPM, KEY, MTB, PNC, RF, STI, USB and WFC. This graph shows the cumulative total shareholder return
(i.e.,
price
change
plus
reinvestment
of
dividends)
on
our
common
stock
during
the
five-year
period
ended
December
31,
2011,
as
compared
with
a
selected
peer
group,
the
S&P
500
Index
and
the
S&P
500
Banks.
The
yearly
points
marked
on
the
horizontal
axis
of
the
graph
correspond
to
December
31
of
that
year. The stock
performance graph assumes that $100 was invested on January 1, 2007 for the five year period and that any dividends were reinvested.
$100
$50
$0
1
$100
$50
$0


Focused on Growing Client Relationships
Asset Management Group
Retail Banking
Corporate & Institutional Banking
(1) Checking relationship growth refers to consumer and small business accounts. (2) A Corporate Banking primary client is defined as a corporate
banking
relationship
with
annual
revenue
generation
of
$50,000
or
more
or,
within
corporate
banking,
a
commercial
banking
client
relationship
with
annual revenue generation of $10,000 or more. (3) Total net flows defined as net change from clients including dividends received.
Discretionary assets under
management total net
flows³
Total sales have increased by 38%
for 2011 vs. 2010
New clients represent 12% of total
existing primary clients at
December 31, 2011
2011 total growth of 5%, greater
than 1% footprint population growth
Corporate Banking new primary
clients²
Checking relationship
growth¹
+
+
1,012
1,165
-$2.3
-$0.8


December 31, 2001
Deposits
$47B
Assets
$70B
Branches
712
PNC’s Growing Franchise -
2001
(1) At December 31, 2001, PNC’s branch network was principally located in PA, NJ, DE, OH and KY.
Indicates branches and other
office locations
1


December 31, 2007
Deposits
$83B
Assets
$139B
Branches
1,102
PNC’s Growing Franchise -
2007
(1) At December 31, 2007, PNC’s branch network was principally located in PA, NJ, DC, MD, VA, OH, KY and DE.
Indicates branches and other
office locations
1


December 31, 2010
Deposits
$183B
Assets
$264B
Branches
2,470
PNC’s Growing Franchise -
2010
(1) At December 31, 2010, PNC’s branch network was principally located in PA, OH, NJ, MI, MD, IL, IN, KY, FL, VA, MO, DE, DC and WI.
Indicates branches and other
office locations
1


March 31, 2012
Deposits
$206B
Assets
$296B
Branches
2,900
PNC’s Growing Franchise -
2012
Indicates branches and other
office locations
1
(1) At March 31, 2012, PNC’s branch network was principally located in PA, OH, NJ, MI, IL, MD, IN, NC, FL, KY, DC, AL, DE, GA, VA, MO, WI and SC.


Retail Banking
Corporate & Institutional Banking
Achieve optimal staffing levels across
markets
Leverage referral channels across the
businesses
Drive growth in high potential and
newly acquired markets
Grow checking relationships
Increase share of wallet
Lower cost to serve
Capitalize on market dislocation to
grow long-term primary client
relationships
Leverage RBC Bank (USA) acquisition
to expand into Southeast
Continue to invest in people, products
and technologies
Asset Management Group
Residential Mortgage Banking
Leverage cross-sell opportunities
Asset generation for balance sheet
Leverage our technology
infrastructure to enhance the
customer experience
Executing Our Growth Strategies


Our Business Model Continues to Perform
1Q12 financial
summary
Net income
Diluted EPS from
net income
Return on  
average assets
$811 million
$1.44
1.16%
Delivered excellent financial results driven by customer, loan and revenue
growth
Successfully closed and converted RBC Bank (USA)
Capital actions reflect balance sheet strength
-
Tier 1 common ratio 9.3%
1
-
Common stock dividend increase of 14% for 2Q12
-
Plans to repurchase up to $250 million of common stock in 2012
2
Grew customers and loans
Continued to build a strong and high quality balance sheet
Stable overall credit quality and disciplined expense management
1Q12 Achievements
(1) Estimated (2) Subject to factors such as market and general economic conditions, economic  capital and regulatory capital conditions, alternative uses of
capital, regulatory and contractual limitations, and the potential impact on credit ratings.


SHAREHOLDERS
CUSTOMERS
EMPLOYEES
COMMUNITIES
Our Stakeholders Drive PNC
Return
Operating leverage
Capital deployment
Engagement
Brand equity
Customer growth
Market share
Engagement
Talent management
Diversity
Community-based spending
Grow Up Great


Cautionary Statement Regarding Forward-Looking
Information
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
for
earnings,
revenues,
expenses,
capital
levels
and
ratios,
liquidity
levels,
asset
levels,
asset
quality
and
other
matters
regarding
or
affecting
PNC
and
its
future
business
and
operations
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,”
“plan,”
“expect,”
“anticipate,”
“see,”
“look,”
“intend,”
“outlook,”
“project,”
“forecast,”
“estimate,”
“goal,”
“will,”
“should”
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
made.
We
do
not
assume
any
duty
and
do
not
undertake
to
update
forward-looking
statements.
Actual
results
or
future
events
could
differ,
possibly
materially,
from
those
anticipated
in
forward-looking
statements,
as
well
as
from
historical performance.
Our forward-looking statements are subject to the following principal risks and uncertainties.
•Our
businesses,
financial
results
and
balance
sheet
values
are
affected
by
business
and
economic
conditions,
including
the
following::
o
Changes
in
interest
rates
and
valuations
in
debt,
equity
and
other
financial
markets.
o
Disruptions
in
the
liquidity
and
other
functioning
of
U.S.
and
global
financial
markets.
o
The
impact
on
financial
markets
and
the
economy
of
the
downgrade
by
Standard
&
Poor’s
of
U.S.
Treasury
obligations
and
other
U.S.
government-backed
debt,
as
well
as
issues
surrounding
the
level
of
U.S.
and
European
government
debt
and
concerns
regarding
the
creditworthiness
of
certain
sovereign
governments,
supranationals
and
financial
institutions
in
Europe.
o
Actions
by
Federal
Reserve,
U.S.
Treasury
and
other
government
agencies,
including
those
that
impact
money
supply
and
market
interest
rates.
o
Changes
in
customers’,
suppliers’
and
other
counterparties’
performance
and
creditworthiness.
o
Slowing
or
failure
of
the
current
moderate
economic
recovery.
o
Continued
effects
of
aftermath
of
recessionary
conditions
and
uneven
spread
of
positive
impacts
of
recovery
on
the
economy
and
our
counterparties,
including
adverse
impacts
on
levels
of
unemployment,
loan
utilization
rates,
delinquencies,
defaults
and
counterparty
ability
to
meet credit and other obligations.
o
Changes
in
customer
preferences
and
behavior,
whether
due
to
changing
business
and
economic
conditions,
legislative
and
regulatory
initiatives, or other factors.
•Our
forward-looking
financial
statements
are
subject
to
the
risk
that
economic
and
financial
market
conditions
will
be
substantially
different
than
we
are
currently
expecting.
These
statements
are
based
on
our
current
view
that
the
moderate
economic
expansion
will
persist
in
2012
and
interest
rates will remain very low.
Appendix


Cautionary Statement Regarding Forward-Looking
Information (continued)
Appendix
•Legal
and
regulatory
developments
could
have
an
impact
on
our
ability
to
operate
our
businesses,
financial
condition,
results
of
operations,
competitive
position,
reputation,
or
pursuit
of
attractive
acquisition
opportunities.
Reputational
impacts
could
affect
matters
such
as
business
generation
and
retention,
liquidity,
funding,
and
ability
to
attract
and
retain
management.
These
developments
could
include:
o
Changes
resulting
from
legislative
and
regulatory
reforms,
including
major
reform
of
the
regulatory
oversight
structure
of
the
financial
services
industry
and
changes
to
laws
and
regulations
involving
tax,
pension,
bankruptcy,
consumer
protection,
and
other
industry
aspects,
and
changes
in
accounting
policies
and
principles.
We
will
be
impacted
by
extensive
reforms
provided
for
in
the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
and
otherwise
growing
out
of
the
recent
financial
crisis,
the
precise
nature,
extent
and
timing
of
which,
and
their
impact
on us, remains uncertain.
o
Changes
to
regulations
governing
bank
capital
and
liquidity
standards,
including
due
to
the
Dodd-Frank
Act
and
to
Basel
III
initiatives.
o
Unfavorable
resolution
of
legal
proceedings
or
other
claims
and
regulatory
and
other
governmental
investigations
or
other
inquiries.
In
addition
to
matters
relating
to
PNC’s
business
and
activities,
such
matters
may
include
proceedings,
claims,
investigations,
or
inquiries
relating
to
pre-
acquisition
business
and
activities
of
acquired
companies,
such
as
National
City.
These
matters
may
result
in
monetary
judgments
or
settlements
or
other
remedies,
including
fines,
penalties,
restitution
or
alterations
in
our
business
practices
and
in
additional
expenses
and
collateral costs, and may cause reputational harm to PNC.
o
Results
of
the
regulatory
examination
and
supervision
process,
including
our
failure
to
satisfy
requirements
of
agreements
with
governmental
agencies.
o
Impact
on
business
and
operating
results
of
any
costs
associated
with
obtaining
rights
in
intellectual
property
claimed
by
others
and
of
adequacy
of our intellectual property protection in general.
•Business
and
operating
results
are
affected
by
our
ability
to
identify
and
effectively
manage
risks
inherent
in
our
businesses,
including,
where
appropriate,
through
effective
use
of
third-party
insurance,
derivatives,
and
capital
management
techniques,
and
to
meet
evolving
regulatory
capital
standards.
In
particular,
our
results
currently
depend
on
our
ability
to
manage
elevated
levels
of
impaired
assets.
•Business
and
operating
results
also
include
impacts
relating
to
our
equity
interest
in
BlackRock,
Inc.
and
rely
to
a
significant
extent
on
information
provided
to
us
by
BlackRock.
Risks
and
uncertainties
that
could
affect
BlackRock
are
discussed
in
more
detail
by
BlackRock
in
its
SEC
filings.
•Our
acquisition
of
RBC
Bank
(USA)
presents
us
with
risks
and
uncertainties
related
both
to
the
acquisition
itself
and
to
the
integration
of
the
acquired
businesses into PNC, including:
o
Anticipated
benefits
of
the
transaction,
including
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.
o
Our
ability
to
achieve
anticipated
results
from
this
transaction
is
dependent
also
on
the
extent
of
credit
losses
in
the
acquired
loan
portfolios
and
the
extent
of
deposit
attrition,
in
part
related
to
the
state
of
economic
and
financial
markets.
Also,
litigation
and
regulatory
and
other
governmental
investigations
that
may
be
filed
or
commenced,
as
a
result
of
this
transaction
or
otherwise,
could
impact
the
timing
or
realization
of anticipated benefits to PNC.
o
Integration
of
RBC
Bank
(USA)’s
business
and
operations
into
PNC
may
take
longer
than
anticipated
or
be
substantially
more
costly
than
anticipated
or
have
unanticipated
adverse
results
relating
to
RBC
Bank
(USA)’s
or
PNC’s
existing
businesses.
PNC’s
ability
to
integrate
RBC
Bank
(USA)
successfully
may
be
adversely
affected
by
the
fact
that
this
transaction
results
in
PNC
entering
several
geographic
markets
where
PNC
did
not previously have any meaningful retail presence.


Cautionary Statement Regarding Forward-Looking
Information (continued)
Appendix
•In
addition
to
the
RBC
Bank
(USA)
transaction,
we
grow
our
business
in
part
by
acquiring
from
time
to
time
other
financial
services
companies,
financial
services
assets
and
related
deposits
and
other
liabilities.
These
other
acquisitions
often
present
risks
and
uncertainties
analogous
to
those
presented
by
the
RBC
Bank
(USA)
transaction.
Acquisition
risks
include
those
presented
by
the
nature
of
the
business
acquired
as
well
as
risks
and
uncertainties
related
to
the
acquisition
transactions
themselves,
regulatory
issues,
and
the
integration
of
the
acquired
businesses
into
PNC
after
closing.
•Competition
can
have
an
impact
on
customer
acquisition,
growth
and
retention
and
on
credit
spreads
and
product
pricing,
which
can
affect
market
share,
deposits
and
revenues.
Industry
restructuring
in
the
current
environment
could
also
impact
our
business
and
financial
performance
through
changes
in
counterparty
creditworthiness
and
performance
and
in
the
competitive
and
regulatory
landscape.
Our
ability
to
anticipate
and
respond
to
technological
changes
can
also
impact
our
ability
to
respond
to
customer
needs
and
meet
competitive
demands.
•Business
and
operating
results
can
also
be
affected
by
widespread
disasters,
dislocations,
terrorist
activities
or
international
hostilities
through
impacts
on
the
economy
and
financial
markets
generally
or
on
us
or
our
counterparties
specifically.
We
provide
greater
detail
regarding
some
of
these
factors
in
our
2011
Form
10-K
as
amended
by
amendment
no.
1
thereto,
including
in
the
Risk
Factors
and
Risk
Management
sections
and
the
Legal
Proceedings
and
Commitments
and
Guarantees
Notes
of
the
Notes
to
Consolidated
Financial
Statements
in
that
report,
and
our
subsequent
SEC
filings.
Our
forward-looking
statements
may
also
be
subject
to
other
risks
and
uncertainties,
including
those
we
may
discuss
elsewhere
in
this
presentation
or
in
SEC
filings,
accessible
on
the
SEC’s
website
at
www.sec.gov
and
on
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.
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
PNC’s
or
other
company’s
actual
or
anticipated
results.