Filed by The PNC Financial Services Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Riggs National Corporation
Commission File No. 000-09756
The following is the transcript from an investor presentation that took
place on April 21, 2005 in connection with the announcement of the earnings and
business for the quarter ended March 31, 2005 by The PNC Financial Services
Group, Inc., a Pennsylvania corporation ("PNC"). The press release and
supplementary information referred to in the following transcript were
previously filed on April 21, 2005 by PNC pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934, and this transcript should be read in
conjunction with those materials.
Beginning of Transcript
Bill Callihan: Thank you, Operator. Good morning, everyone.
Welcome to today's conference call for The PNC Financial
Services Group. Participating in this call will be PNC's
Chairman and Chief Executive Officer, Jim Rohr, and Bill
Demchak, the Company's Vice Chairman and Chief Financial
Officer.
As a reminder, the following comments contain
forward-looking information. Actual results or future events
could differ - possibly materially - due to a variety of
factors, including those described in this call and today's
earnings release and the Supplementary Financial Information
and our 2004 10-K and other SEC reports. These statements
speak only as of April 21, 2005 and PNC undertakes no
obligation to update them. The following comments also
contain discussion of non-GAAP financial measures, which to
the extent not so qualified in the document, is qualified by
GAAP reconciliation information included in today's earnings
release, Financial Supplement, 2004 Form 10-K, and other
documents available on our website at www.pnc.com in the
"For Investors" section. Now, I'd like to turn the call over
to Jim Rohr.
Jim Rohr: Thank you, Bill. Good morning. And thanks for joining us
today. You've seen the numbers that we've published, and
we're encouraged by this quarter's results and we're
optimistic about the rest of the year. We outperformed our
expectations, and yours, and we're pleased about that.
On the revenue side, net interest income was
better-than-expected, because we saw solid loan and deposit
growth, and our yields on securities increased
substantially. Loans were up 11% on an annualized basis and
deposits were up 12% annualized, while securities yields
increased 28 basis points over the last quarter. Bill will
give you some further insight on how we achieved this NII
growth in a few minutes.
On the fee side, we saw strong growth in non-interest
income, particularly in asset management, fund servicing,
equity management, and trading. So we continue to experience
meaningful growth in customers in all of our businesses.
Shifting to the expense side, the expenses came in better
than we expected also. In fact, excluding BlackRock's
expenses, our non-interest expense was down compared to last
quarter. We earned that business growth even though asset
quality continued to improve at very good levels and we
maintained our risk discipline. These important factor -
indicators of success bode well for the future. In fact, we
expect net interest income to continue to increase through
the year and we expect continued growth in our customer
franchise.
All that said, I'm encouraged by this quarter, but we know
that we still have room for improvement. To perform at the
level to which we aspire, and that means to consistently
outperform our peer group, we need to raise our expectations
and we're in the process of doing that. We're making good
progress in terms of revenue growth and our credit quality
and risk management are in excellent shape. Now our
challenge is to make cost control a core competency. And in
a few minutes I'll tell you how we intend to do that.
But let me start by giving you a brief review of the results
by major line of business. Before I get into each business,
I'd like to point out that if we just exclude after-tax
gains from the institutional loans held for sale, a process
that really was completed last year, that is, the $19
million in first quarter of last year gains and the million
dollar in this year's first quarter, our banking business
earnings are up almost 10% year-over-year.
But first, the Regional Community Bank continues to grow its
customer base and its balance sheet, while maintaining our
company-wide risk discipline. While we realized growth in
deposits, the increase came from the interest-bearing side
as our pricing strategy helped us gain customers. Now we're
working to tilt that balance back towards non-interest
bearing deposit growth. But we're pleased with how we
rounded out our customer relationships.
On the loan front, consumer and small business loans
increased on an average over a year ago by 20% and 12%,
respectively. The Community Bank increased consumer and
small business relationships by 20,000 during the quarter,
which represents 33% more growth than we saw in the first
quarter of 2004, excluding the United accounts, and 54% more
growth than two years ago.
Now you should keep in mind as you're looking at the
Community Bank performance that some of the
quarter-over-quarter comparisons for the Community Bank are
typically impacted by several seasonal factors in the
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first quarter. For example, we tend to realize much higher
consumer-related transaction fees during the holiday season,
and in the first quarter people in our primary banking
region tend to be a little less active because of the winter
weather.
Moving on to Wholesale Banking, which also had a solid
quarter, they had strong asset quality, which contributed to
the negative provision for the quarter. Earnings were down
compared with a year ago primarily because as expected we
only had minimal gains from the institutional loans held for
sale that I mentioned before. But the fundamentals in the
business continue to be positive.
While we managed our loan growth to a less-than-expected
growth rate, we still achieved an 8% increase in average
loans over a year ago, and average deposits grew 30%, driven
by an increase in customer relationships.
Now, we saw a substantial increase in commercial mortgage
servicing portfolio, as well as stronger treasury management
performance. In fact, the treasury management unit processed
a number - a record number - of lockbox checks for the month
of March, which indicates that our technology is allowing us
to take market share.
Moving to the Wealth Management business, which earns as you
know very high returns on capital, we produced strong
earnings growth despite the flat-to-down market conditions.
In fact, excluding the $7 million Hawthorn gain from the
sale in last year's first quarter, earnings were up 17%,
driven by strong expense discipline and improved operating
leverage.
Our localized relationship management approach, which was
developed over the course of 2004, is paying off and now
that we have the right framework to serve the clients, the
challenge is simply getting more advanced with potential and
existing clients, and that's working well.
PFPC - this continues to be a real success story. Despite
market and pricing pressures, PFPC produced record earnings,
which is a testament to their strong sales culture and
excellent cost control. Fund servicing revenue increased 8%
over a year ago, while operating expense increased only 4%
over the same period. I think if you were to look at PFPC's
competitors, you would find our growth in earnings to be
exemplary.
Finally, BlackRock had another excellent quarter highlighted
by the very successful acquisition of State Street Research
and Management. That transaction brought approximately $49
billion in assets under management to BlackRock and is
expected to be 30 cents accretive to their 2005 earnings. A
run rate we expect to achieve in 2006.
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I'd like to note that on January 31st, the day the
transaction closed, BlackRock converted all of State
Street's fixed income funds to its platform and our PFPC
unit did the work to convert all of State Street's mutual
funds to a common form - common platform with BlackRock's
funds. It's really a good example of how we're working
together with BlackRock.
All of these business successes are underpinned by two
important disciplines. First, we maintained our risk and our
balance sheet discipline. And second, our cost control
improved significantly with non-interest expenses, as I
mentioned, ex-BlackRock, coming in below our original
expectations and below last quarter.
Now, I'd like to turn to two matters that represent a great
opportunity for us. First, I'd like to discuss the
efficiency initiative, which is called One PNC. The
overarching goal of the program is to help us move closer to
our customers, to speed up our processes, reduce bureaucracy
in order to respond more quickly to customer demand.
This program will largely reshape our culture, and it will
develop cost control and efficiency as a lasting core
competency. I want you to understand that this is the most
complete review of our businesses we've ever done. Over a
16-week period, which began in January, a large number of
our key people with assistance in developing and executing
the process from an outside firm, are reviewing everything
we do, from staffing, management structures, pricing of
products, vendor relationships, everything. One PNC teams so
far have generated more than 6,500 ideas for expense savings
and revenue opportunities, and the steering committee, which
I am chairing, has already spent a considerable amount of
time reviewing these ideas. Once the review process reaches
its conclusion in June, we will immediately begin to
implement the ideas.
I've been very encouraged by the early work on One PNC. I am
confident that we will realize meaningful enhancements to
our profitability. While we intend to cut expenses
substantially we will also identify opportunities to
increase revenue. I've taken some heat for not giving you an
expense target number, and I'm still not going to do that,
and here's why. I really don't want our people to stop when
they get to a certain number. I want them to complete this
review process to really identify the most efficient way for
us to deliver high-quality customer service. I want them to
find everything that needs to be found.
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When the process is complete, we will report the savings we
plan to achieve and you should know that this initiative
will have a significant and lasting effect on our culture
and performance.
The second opportunity I'd like to discuss is the Riggs
acquisition. We're getting fairly close to completing the
transaction now, and we can give you an update. While
there's still more work to be done before the transaction
can close, including regulatory and Riggs shareholder
approval, we're pleased that many of the legal issues
regarding the Riggs franchise have been settled.
Obviously, these items have been reported in the press, so I
won't dwell on them. But it's worth noting that the Spanish
litigation was settled. The Court has accepted their plea
and settled the DOJ case. In addition, there's an agreement
in principle to settle the Riggs Delaware derivative and
class-action litigation, which of course remains subject to
Court approval and other conditions.
Riggs has successfully exited most of its international
relationships and we expect to receive, or hope to receive,
regulatory approval in the next week. And we performed a
highly successful mock conversion of the Riggs systems.
Our Greater Washington management team, to be led by Mike
Harreld, the former head of our Kentucky and Indiana market
is ready to go in. So we're prepared and excited to compete
in this high-growth market and we're going to be highly
visible there.
For starters, we've been named the "Official Bank" of the
Washington Nationals, and we've got a very aggressive
marketing strategy ready to roll out, including free use of
ATMs for customers who use our package accounts, longest
banking hours in the region, including Sundays, easy switch
tools to help customers move from other banks to PNC. I
should note that significant investments were factored into
our thinking from the beginning. We have every intention of
becoming a leading player in this new market, but we
understand that there's significant investment involved.
It's also worth looking that what we're going to acquire in
this deal, because I think the value of the Riggs franchise,
and the market opportunity for us, has been largely ignored
in the light of the media attention to Riggs's regulatory
problems.
Under our revised agreement, we will acquire solid retail
banking franchise at a fair price with other deals across
the country, and especially in the Washington region. So we
think we're getting an excellent platform on which we can
build. Remember, Riggs is not in a lot of the businesses
we're in. We intend to bring the full scope of our franchise
to the small business and the affluent in this rapidly
growing market.
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In summary, I'm pleased by the first quarter results. Our
businesses are realizing solid growth in loans, deposits,
and customers. And we're getting exemplary performance from
our treasury team, as Bill will discuss. And we're
maintaining our risk discipline. I'm also pleased with what
the horizon holds for PNC. We stand at a good time in our
development. Over the past several years we've done hard
work to create a moderate risk profile and a sound balance
sheet. And we did it without sacrifice to the customer
franchise.
Now, with this strong platform, we're ready to go full speed
into an exciting new market, and we're preparing to
transform PNC into a much more efficient and even more
customer-focused organization. I'm confident that all of
these positive trends will produce strong results through
the rest of '05.
With that, I'll ask Bill to give you some detail on the
quarter and the positioning of our balance sheet. Bill?
Bill Demchak: Thanks, Jim. It was a good quarter for us. As Jim said,
the 354 million in earnings we reported today clearly beat
the expectations we shared with you in January. I'd like to
help you understand why that happened, and then I'd give you
some insight into the state of our balance sheet and our
positioning relative to the flatter yield curve.
I know that you were expecting the one-time items in the
first quarter results, so I won't spend a lot of time on
them. Obviously, the principal item which we disclosed last
quarter, is the 16 cents per share benefit from the
restructuring of our ownership in BlackRock, which resulted
in the reversal of deferred tax liabilities. And why - by
the way while I'm on the subject of one-time items - I
should note that we expect to record charges of
approximately 11 cents per share through the course of the
Riggs integration for one-time expenses, and most of this
will occur in the second quarter.
Now I'll move on to the factors that contributed to our
performance in the first quarter, and let's start with the
revenue side. Net interest income was up slightly from last
quarter. And as you know, we expected it to decrease due to
several seasonal factors. We achieved this strong net
interest income results both because we had a higher level
of earning assets and because we managed to increase the
yield on our securities book by 28 basis points during the
quarter.
Average earning assets were up three and a half billion over
last quarter, which looks like a large increase, but if you
break the earnings - the increase in earnings assets down,
you'll see that we added around 900 million of loans, 800
million of securities, and 1.8 billion of trading assets,
including resale agreements to fund some short positions.
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Within the securities book on a spot basis, we added 1.9
billion of floating rate securities, then reduced our fixed
rate securities position by about 300 million through
purchases, net of sales and paydowns.
At the same time we added roughly a billion to our received
fixed swap position. Sales with a fixed rate position gave
raise to a $9 million securities loss for the quarter, but
left us better provision - position for the future. Net/net,
when you dig all through that, and this is important,
virtually all of the increase in our earning assets came
from floating rate assets. Our duration of equity remains
negative and we continue to have substantial investment
flexibility.
I'm sure you noticed as well that our net interest margin
dropped 10 basis points for the quarter. Well, here's what
happened. The decline is almost entirely the result of
increased balances in our trading book, which include
hedges. The combination of trading assets, fed funds sold
and resale agreements increased 1.6 billion on average
compared with the fourth quarter. And as you can see, if you
dig through the financial supplement, the net annualized
margin on this position is only around 40 basis points. And
this in turn had a dramatic effect on the overall balance
sheet margin.
And we had excellent trading results this quarter, both in
our client-related books and in our portfolio positioning
books where we used trading strategies to protect both
against the yield curve flattening and rate increases.
Assets in the trading book obviously bring down the net
interest margin, but on balance we like the earnings and the
flexibility that give us the managing of our overall
exposure to interest rates.
We told you last quarter we expected net interest income to
increase from fourth quarter 2004 levels beginning in the
second quarter, and we still expect those increases,
assuming we continue to see loan growth and the forward
curve comes to fruition. And if that happens, we'd also
expect the net interest margin to stabilize.
Perhaps the biggest driver of the pace of net interest
income increases and margin expansion is the shape of the
yield curve. There's no question that a high-steep yield
curve is best for the banking industry. Unfortunately, what
we've been seeing is the flattening of the curve due to the
sell-off in the front end, with virtually no movement in the
long end, which is Greenspan's conundrum.
The back end of the curve, doesn't - the back end of the
curve, however, doesn't concern us so much. We have no
intention of adding a lot of long-dated paper. It's the
rising front end that requires our attention, and we're
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well-positioned for the flatter curve to the extent that
it's possible given the nature of our business. And there's
a couple of reasons for this.
The first thing is that rates on the front end of the curve
are clearly rising. For example, two-year swaps have gone
from 2% to 4% over the last year, and in fact, if you look
at the yield curve from Fed Funds to two year swaps over the
same period it actually steepens slightly.
Now, the reason this is important for us is that our
securities book is short-dated, relative to our peers. So
our roll-off is faster. And we've been able to redeploy our
assets at higher rates. As you'll see this quarter we
managed to increase the yield on our securities book by 28
basis points. And absent the effect on trading assets we've
managed to keep our net interest margin fairly constant. Now
this would not have been possible had the securities book
not been short-dated.
The difference between PNC's balance sheet and the bulk of
our peers is that our faster - with our faster roll-off we
can invest at higher yields. Because -- and this is kind of
the important part -- we never went off the curve to begin
with. We just to have to beat the old rate at the front end
of the curve and that's what we've been doing.
We also have not been anywhere close to being fully
invested, which means we have preserved and continue to
preserve substantial flexibility to take advantage of
short-term market changes. Combination of a short-dated book
and substantial dry powder has created a balance sheet that
can remain sound across a wide range of yield curves.
On the fee side, non-interest income continued to grow this
quarter. The bulk of the increase came from the asset
management line, which was obviously bolstered by
BlackRock's State Street acquisition. But also came from
equity management gains. Those positive effects were
partially offset by lower service charges on deposits, which
is a seasonal effect, and by lower net gains from sales on
commercial mortgages, which accounts for the lower number in
the corporate services line.
Expenses were well-controlled this quarter. Most of the
increase over the previous quarters was due to increases at
BlackRock, which were mostly from the State Street
acquisition. As Jim said, if you just take out BlackRock's
expenses for the relevant periods, non-interest expense was
actually down slightly quarter-over-quarter, was only up
moderately over a year-ago.
Now, I'd like to give you some insight into the provision,
which was down from the prior periods and which was lower
than what we'd expected. There are two simple factors at
work here. First, asset quality improved even further,
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and second, market-wide loan growth has been somewhat more
muted than what we had expected.
You can see all the asset quality statistics in the press
release and financial supplement, including the very low
level of net charge-offs, so I'll focus on the loan side.
Jim mentioned our discipline. And that's the issue that has
restricted our loan growth. We're seeing solid economic
growth and demand for financing for that growth is strong in
most sectors of the market. But we're also experiencing a
very high level of competition, and the competition is often
driving prices and terms down to levels that just don't make
sense for us.
We told you last quarter that we saw hints of irrational
prices. And I'll tell you this quarter we've seen more than
hints. And we're just not willing to play the game. So we're
not winning as many deals as we'd like to at the prices and
structures we want.
That said, we did achieve solid loan growth this quarter.
While the rate of loan growth did not meet our expectations
for the first quarter, it did match the overall industry
growth in C&I loans, as published by the Fed. I've told you
in the past that across the cycle we expect net charge-offs
to come in at 40 to 50 basis points alone.
And at this point in the cycle with asset quality very
strong, we're seeing much lower level of charge-offs, and we
expect asset quality to remain strong. So the combination of
low charge-offs and slower-than-anticipated loan growth is
keeping provisions lower than we had expected. I should also
note that the provision will be impacted in the second
quarter by a significant loan recovery, as a result of a
litigation settlement.
Finally, I'd like to spend a moment on our deposit pricing
strategy. We've been aggressive. We've offered free consumer
and business checking. We've offered incentives to open new
business checking accounts. We've advertised competitive
rates on CDs and money markets. These offers have led to
strong increases in client relationships, particularly in
the fast-growing New Jersey market. They've also led to
growth in deposits, especially interest-bearing deposits.
And while we're paying higher rates for this funding then we
did six months ago or a year ago, we've been able to lock in
long-term deposits at rates that are even more profitable in
today's rate environment. Again, because the front-end of
the yield curve is rising.
Our balance sheet positioning has allowed us to be
aggressive in customer acquisition at a time when many of
our peers can't afford to be. And I should note that while
we initially raised prices at a faster rate, we had a long
way to go from our prior very conservative pricing several
months ago.
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It made sense for us to pay clients more for their money at
the beginning stages of Fed tightening when we could invest
the money at greater spreads as time went on. Now, our
pricing is only slightly above the median of our peers, so
we're not paying more for deposits than a lot of our
competition. And given the current market dynamics, we are
not likely to reprice deposits as aggressively going forward
as opportunities to earn outside returns on the money
diminish.
I'd like to conclude by reiterating Jim's optimism about the
future. Our first quarter results were strong. And they
reflect much of the progress we've made on both the customer
front and on the balance sheet. The better news is that PNC
is growing organically and expanding and we're working very
hard to re-engineer this Company through the huge commitment
we've made to the One PNC initiative. We want to become a
highly efficient and more responsive organization. And I
believe that One PNC will have a strong positive impact on
our future earnings. With that, we'd be happy to take your
questions.
Bill Callihan: Kelly, if you could give our participants instructions,
please.
Operator: As a reminder, if you would like to ask a question please
press star, then the number 1, on your telephone keypad.
We'll pause for just a moment to compile the Q&A roster.
Your first question comes from John McDonald of Bank of
America.
John McDonald: Hi, Good morning.
Jim Rohr: Hi, John.
John McDonald: Saw some pretty good improvement in the efficiency ratio
this quarter. Could you give us some color on what happened
there? I assume there's no benefit yet from One PNC in that?
Jim Rohr: No, there's no real benefit from One PNC. I think we've
just, we've taken a hard line on expenses. I think was - we
signaled that, as you know John, at the Goldman conference
last fall. We started building it into our plans when we did
the budgets for this year. And I think that discipline has
showed up for us in the first quarter. We expect it to be
continuing.
John McDonald: Okay. Second question was on Riggs. Could you remind us of
the expected EPS dilution in 2005 and 2006, and has that
changed at all?
Jim Rohr: We're going through the numbers.
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Bill Demchak: Everybody's doing hand signals here, John. We had the .11
one time and then we had basically .06 run rate through '05
and then in the course of '06 we had another .05 in total.
John McDonald: Okay. So kind of operating EPS, 6 cents dilution this year
and 5 next year?
Bill Demchak: Yes. And remember, that's with everything priced in right?
The branch expansion, the hard entry into that market with a
big presence.
John McDonald: All that is included in that?
Jim Rohr: Yes. Biggest part of that is really the branch expansion.
As we said we were going to build 30 branches, so.
John McDonald: Okay.
Jim Rohr: And that's -- much of that -- a significant portion of that
is underway already.
John McDonald: Okay. And last thing was, just on commercial loan growth,
how would you character your outlook on commercial loan
growth right now?
Jim Rohr: I would say commercial loan growth should continue to be
good. Our customers - we did an economic survey that we
published in the March time frame and the middle-market and
small business customers were pretty optimistic. I was kind
of surprised about the economic numbers that came out a
couple of weeks ago, but then this morning's numbers in
terms of unemployment were better. I think the economy is
good, I think loan growth will be good. The real question is
how much we're willing to take out in terms of the risk
profile that some of these transactions are being bid out.
Bill Demchak: I ought to tell you though John, that even in the last
couple of weeks this sort of mini panic that we've seen in
the market, credit spreads I guess driven off the autos,
we've seen some deals get pulled and people back off, so
that's kind of encouraging. Maybe we'll get some rationality
back here.
John McDonald: Okay, Thanks, guys.
Bill Callihan: Next question please.
Operator: Your next question comes from Mike Mayo of Prudential.
Jim Rohr: Good morning, Mike.
Michael Mayo: Morning. What inning are you in releveraging the balance
sheet? I know you've kept your powder dry, but how much is
left?
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Bill Demchak: We haven't moved it. I mean the important thing, if you
look at the growth in the securities book, it's all
floating-rate stuff. Where, in effect, we're earning a
spread on, what I'll call a very low risk or not riskless,
but low risk asset. There's no duration mismatch. So what
you see in the growth and securities hasn't affected our
balance sheet positioning at all.
Michael Mayo: What's the duration of your securities portfolio and how did
that change from the fourth quarter, and what do you think
is kind of a normal rate for the industry?
Bill Demchak: You know, you could write a thesis on the last part of that
question, but I would tell you that the duration of the
securities book increased slightly by the end of the first,
from the fourth, because you remember we had the big backup
in rates during that period of time, so to the extent we
owned any mortgages and we own some, it extended. Now having
said that, we rallied back. So I actually don't know off the
top of my head. I've compared today versus the fourth, but
it's not a huge change. What duration you should own can
only be answered in combination with how much you should
own. So that's probably something we take off-line and as
you know, I can talk forever about it.
Michael Mayo: And then lastly, just a follow-up to the other questions,
the Riggs dilution, so should we think about 1 cent hit next
quarter and maybe like 3 and 2? I was wondering how much
noise or negative impact you might see from the up-front
dilution in the next quarter or so.
Bill Demchak: The one-time next quarter assume somewhere around .08 out
of the .11 with -- right now we've modeled sort a run rate
3 and 3. Could you switch a penny one quarter to the other?
Sure.
Michael Mayo: And then the One PNC initiative, you said we'll get some
details when the process is complete. Did you mean the
review process or the - actually, get all the savings and
certain synergies and what metric are you looking at to
measure your progress?
Jim Rohr: We'll have all of the recommendations. It's a very tight
schedule. The recommendations, we've had two reviews of the
recommendations so far, there are two more. The fourth
review will be the concluding review, and that will take
place in the end of May. The decisions will be concluded in
June and we will then come to the - we'll tell you exactly
what's been decided and what metric we're going to use to
implement over the course of the following year.
Michael Mayo: I guess we'll hear by July or sooner, then?
Jim Rohr: Yes.
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Michael Mayo: Okay, thanks.
Bill Callihan: Next question, please.
Operator: Your next question comes from Nancy Bush of NAB Research.
Jim Rohr: Good morning Nancy.
Nancy Bush: Good morning, guys. Just a question for you on PNC Advisors.
For any of us who kind of know people in Philadelphia, it's
become pretty well known that you didn't pay bonuses there
this year. I think the bonus payments were stopped a couple
of days before they were supposed to be paid and the reason
given was some compliance issues in the unit. Can you just
kind of tell us what's going on there?
Jim Rohr: That's technically not correct. We paid bonuses in PNC
Advisors. There were some people that were impacted based
upon some compliance, not violations - we had no violations
- but we didn't have as good a compliance program as we
wanted to have there last year. That's all been fixed. But
we did reduce some bonuses, as you would expect us, to for
people who didn't implement the compliance programs as fully
as it should have been.
Nancy Bush: Well, I mean...
Jim Rohr: There were bonuses - significant bonuses were paid to PNC
Advisors last year.
Nancy Bush: Can you just kind of clarify what your expectations are as
far as improvement in the unit, because I thought that was
sort of one of the areas of focus, you've been doing a lot
of surveys and a lot of other things there, and what do you
expect out of that unit?
Jim Rohr: We expect solid growth. I think we've seen - we changed the
program to an open architecture program a year and a half
ago. In the course of last year we rationalized some of the
expenses in the business. And I think you saw the
performance in the first quarter this year was a good first
quarter performance. We were pleased with the customer
growth, as well as the expense management in the first
quarter. I think it will have a - I think it will have a
good year this year. If you take out the gain on the sale of
Hawthorn, which was recorded in the first quarter of a year
ago - just quarter earnings over quarter earnings were up
17% in the first quarter.
Nancy Bush: Okay. Thanks.
Operator: Your next question comes from Jason Goldberg of Lehman
Brothers.
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Jim Rohr: Good morning, Jason.
Jason Goldberg: Morning. I guess in your comments you used the term
"irrational pricing" to describe the lending environment.
And a lot of your peers kind of using the term competitive,
just instead. I was wondering if you could expand on that in
terms of I guess who - not specific names, but maybe more
broader bigger banks, smaller banks, other financials - in
terms of who you've seen irrational pricing from, any
particular segments or concentrations?
Bill Demchak: We can't really point a finger at any one suspect. It
depends which line of business you're in. But some examples,
we're seeing sort of unsecured financing go through the
price of where we're willing to do secured. Our asset-based
lending group they had a run of, what was it, Jim, eight or
nine or ten sort of misses, not against other asset-based
lending groups, but against people going unsecured.
And you know, at that point you just back off. The spreads
you're getting off of those assets don't nearly pay you for
the risk that comes with it. But it's - look, everybody's
struggling with the same issue, right? Everybody wants to
show net income interest growth and do so through loan
growth, and there's X amount of loans coming out and people
are fighting for them.
Jason Goldberg: Fair enough. And then just secondly, any chance you could
size the potential loan recovery you're getting next
quarter?
Jim Rohr: In the agreement we're not supposed to - we agreed not to
use the name of the place that we're getting the recovery
from or the amount. So - we do have the money, so we're
pleased about that. We'll be fully disclosing it in the
second quarter, obviously. But it's a significant recovery.
Jason Goldberg: Great. Thank you.
Bill Callihan: Next question, please?
Operator: Your next question comes from Gerard Cassidy of RBC Capital
Markets.
Gerard Cassidy: Good morning, Jim.
Jim Rohr: Good morning, Gerard, how are you?
Gerard Cassidy: Well, thank you. A couple questions on credit quality. The
industry you guys as well have seen outstanding credit
quality. When do you sense that the cycle may start to
change where provisions will have to come to a more
normalized level?
- 14 -
Jim Rohr: That's very difficult to say, because you're asking us to
comment on other people's portfolios. I mean, the credit
quality situation as an industry is very good, and ours is
extraordinarily good and right now, of course, you always
say that, right now I would expect that I think Bill said in
his comments, for it to remain stable. I think it's a
remarkably good time for credit quality and particularly for
us. We're very pleased with where we are. It'll change, I
mean it will change. But when it does, and how it does, is
very difficult to predict.
Gerard Cassidy: Do you think the irrational pricing in some of the
underwriting standards will be the catalyst that you guys
are seeing today that there may be credit issues, 12 to 18
months from now?
Jim Rohr: It's hard to say the timing, really. But it'll come home to
roost at some point in time. One of the things that I'm
pleased that we've done is we've maintained a very strong
discipline on making sure that we don't have large
exposures. Because whenever it turns, we'll have some credit
issues as well. But hopefully we'll have credit issues in
smaller buckets than historically.
Bill Demchak: There's also two different issues, right? The spread issue
doesn't necessarily imply that the loans are risky. It's
just you're not getting returns compared to what you'd get
historically. The structure issue is more problematic and
you've probably seen all the statistics on the percentage of
the high yield market and leveraged loan market that's going
out sort of rated sub, single B minus and that keeps
growing. And that will ultimately be the thing that drives
the default statistics that you get out of Moody's and S&P.
It's just a percentage of the market that's going out real
low sub-investment grade.
Gerard Cassidy: I see. The other question was on the equity management
gains. What's the size of the portfolio that's remaining
there and should we see this elevated - should we expect it
elevated level to continue?
Jim Rohr: We're at about $500 million in equity portfolio. We
usually target mid-teens kind of return for that. So I think
the first quarter was probably a little better than we would
normally expect. But a lot of it depends on the market. Keep
looking at the Dow and hopefully that will do a little
better. We would expect mid teens performances out of that
book over time.
Gerard Cassidy: One final question. With your expansion of the Riggs
franchise, as you know, Commerce Bancorp is also expanding
into that territory at the same time that you guys are. Is
there any outside metrics that we can look at, as investors,
to see how successful that expansion is going in the D.C.
area?
Bill Demchak: You can look at how many branches we've built there relative
to them.
Gerard Cassidy: Okay. Thank you.
Bill Callihan: Next question, please.
- 15 -
Operator: Your next question comes from John Kline of Sandler O'Neill.
Jim Rohr: Good morning, John.
John Kline: How are you guys doing?
Jim Rohr: Great, thanks. How are you?
John Kline: All right. Great, thanks. Question on PFPC - really good
quarter in terms of revenue growth. Just curious what's
driving that. If it's a mix change or number of customers
that you've been growing, kind of what the effect is there,
of both items.
Jim Rohr: I think we've been talking about PFPC for a period of time
in terms of how they turned the sales around of the company.
I think it's kind of a cumulative effect. Year before last
was the first year they had a good sales year in quite some
time. And there's a lag in terms of how soon some of those
customers come on. A number of those customers came on last
year. Last year, their sales were probably double the year
before. And so they had a whole series of customers. We
announced two or three of them, I think, that came on, and a
number of those conversions took place in the second half of
the year and into the first. Then you had the State Street
Research came on stream at the very end of January. So the
revenue side was building for PFPC. And then you had the
continued takeout. We've taken 1,600 people out of PFPC, I
believe the number is, in the last two and a half years. So
it's both a revenue and expense game.
John Kline: It's - you've really turned that around.
Jim Rohr: Bill Demchak has done a spectacular job there. We'd love
for the market to turn around and then it would really be
special.
John Kline: Yes. Question for you on State Street Research. Looks like
it was accretive right out of the chute. Any sense for what
the contribution could be for that going forward in terms of
additional accretion?
Jim Rohr: I don't think - I think Larry said in his comments that it
would be 30 cents, I believe. And we can't disclose really
anything more than what BlackRock disclosed on that call.
John Kline: You're sure of that 70%?
Jim Rohr: Not a bad thing. It's a good thing every day.
- 16 -
John Kline: Yes.
Bill Callihan: And John, that's higher than the original thought, that
BlackRock had that they mentioned on their call. Thirty
cents is actually a number they had expected in 2006.
Jim Rohr: Right.
Bill Demchak: That's 4 to 5 cents to PNC.
John Kline: Got it. Thank you very much.
Jim Rohr: Thank you, John.
Bill Callihan: Next question, please.
Operator: Your next question comes from David Hilder with Bear
Stearns.
Jim Rohr: Hi, David.
David Hilder: Good morning. Bill and Jim, I think you both made several
references to the 28 basis point sequential increase in
yield on your securities portfolio. You didn't mention the
33 basis point sequential increase in your funding costs. I
just wondered what kind of increase both in yield and
funding costs you'd expect if the Fed continues its pattern
of raising the Fed Funds target rate by 25 basis points at
each meeting.
Bill Demchak: It ought to - as a percentage of the funds increase,
decrease slightly. As we said before, we had some catch up
to do in terms of sort of being the low-priced player out
there. So as a percentage of whatever the Fed does, we'll be
slightly less sensitive on the liability side.
David Hilder: But would you expect to see the spread between your overall
funding costs and the yield on the securities portfolio
continue to narrow sequentially?
Bill Demchak: Yes. We ought to go back to the comment where we basically
said the margin at this point ought to stabilize, and
depending on you get a little steepness out of the front
end, it could go up. It would be unlikely that we could
continue to reprice the securities book equal to raw changes
in floating rate liabilities, if that's what you're asking.
We're pleased that it's rolling off and repricing as quickly
as it is. But at the end of the day the bulk of it is fixed
rate and it carries duration.
David Hilder: Ok, thanks very much, Bill.
- 17 -
Bill Demchak: Yes.
Operator: Your next question comes from Ed Najarian with Merrill
Lynch.
Jim Rohr: Good morning.
Ed Najarian: Good morning, guys. I guess this question is for Bill,
sort of a follow-up on Mike Mayo's question. You talked a
lot about dry powder. Any sense of how fast you'll grow the
securities book? We kind of got some insight on rate
relative to the liabilities side...
Bill Demchak: Yes.
Ed Najarian: ...but how fast do you expect to increase the size of the
securities book?
Bill Demchak: Well, I think the better way to answer that is how would we
cover some of the negative duration of equity and what would
we invest in. Remember, a big chunk of our securities book
today is floating rate. Right? So we could simply remove the
floating rate and fix rate and not grow it at all but use
some of this dry powder increase our margin, make more
money, blah, blah, blah.
The speed at which we do that is something we spend a lot of
time talking about. And to be honest, we probably missed a
bit of an opportunity with the backup just at the end of the
first quarter. We didn't act on it, probably should have.
But it's something that we're going to do incrementally.
We're not going to take one shot and try to get back to
flat. Something we talk about every day. And what we know
for sure is that sort of the end of this cycle we want to be
fully invested and that that will have - afford us
meaningful earnings opportunities.
Ed Najarian: So from the outside looking in, it's best for us to think
about the securities book as sort of growing steadily over
the balance of this year.
Bill Demchak: I don't think you can do that. Because - I think you've
got to look at the margin and the notion that we said
interest income would go up. Because we could replace
floating rate assets with fixed rate, have the book go down
but earnings go up, right, just because the fixed rate would
carry more than the floating.
Ed Najarian: Right.
Bill Demchak: We also have the opportunity to use received fixed swaps,
which we did some of in the first quarter. We could do a lot
more than we currently have on the books, so focusing
exclusively on the securities book size is a little bit
misleading in terms of thinking of how we are using the dry
powder.
- 18 -
Ed Najarian: Okay. Then just as a quick follow-up, you might have
mentioned this, but I missed it, were there any noticeable
non-recurring items in the 129 million other fee income?
Bill Demchak: The one that's been disclosed. Recovery that we talked
about before on PFPC of about 10 million. And I guess that's
it.
Ed Najarian: Okay, thanks.
Operator: Your next question comes from Jennifer Thompson of
Oppenheimer.
Jim Rohr: Good morning, Jennifer.
Jennifer Thompson: Hi, good morning. I had a couple of questions. I'm sorry
if I missed this earlier. In the "Other Expense" line that
seemed to jump a little bit as well, was there anything
unusual in that number?
Jim Rohr: It was mostly related - mostly related to the State Street
acquisition. If you take out - if you take out the BlackRock
expenses, the PNC expenses were down quarter to quarter.
Jennifer Thompson: Okay. And okay, so that gets to my second question.
Understanding that you can't really talk about - potentially
the impact of State Street going forward, can you give us a
sense of how much that impacted revenues and expenses to
your numbers this quarter?
Jim Rohr: No.
Jennifer Thompson: No?
Bill Demchak: A couple of things. We've got some questions offline on
this, I guess. We haven't broken out State Street
explicitly, because they're fully converted. We had
overlapping clients. The notion it would take 500
accountants to sift and track the individual revenues and
expenses of old State Street versus old BlackRock. What you
do know, though, is that on an operating basis State Street
was neutral to BlackRock in the first quarter and BlackRock
independent of that had extremely strong growth - over 20%
operating fourth to first. So they're clearly doing
exceptionally well.
Jennifer Thompson: Okay. Just trying to get a sense - but it basically impacted
two of the quarters, two of the months of this quarter?
Thinking about a run rate going forward?
Bill Demchak: Yes.
- 19 -
Jennifer Thompson: Okay.
Bill Demchak: Yes.
Jennifer Thompson: And in the - looking at PNC Advisors assets under
management, we're down a little bit, obviously overall
conditions are impacting that. But can you talk a little bit
about maybe customer wins or trends in anything that might
be offsetting the market impact?
Jim Rohr: I'm not certain about $1 billion on PNC Advisors, so - I
mean, that can happen as a result of just about anything,
including a trust paying out at the end of the quarter. So
when you look at PNC Advisors, I think you really have to
look at the trends in the bottom line of the business. And
if you take out the Hawthorn sale, which was in the first
quarter of last year, the gain there, the PNC Advisors was
up 17% year-over-year. So we're very pleased with the
progress they're making.
Bill Callihan: Next question.
Operator: Your next question comes from Claire Percarpio of Janney
Montgomery Scott.
Claire Percarpio: Good morning. Couple of questions. If you could give more
color on where you're achieving the good commercial loan
growth and have there been any loan purchases on the
commercial or consumer side in the quarter? And then two
other things. Any guess as to the timing of when you might
resolve this potential restatement for cross-border
leveraged leases? And third, any thoughts about the tangible
common equity level being lower?
Jim Rohr: The first one is kind of long. The loans really came from
across the board growth. There were no real significant
purchases at all in the quarter
Bill Demchak: Some small purchases of home equity on stuff that we
already serviced for the client out of our home equity
servicing shop. Growth across middle market, business
credit, muted growth in real estate largely driven by
utilization rates kind of, actually, falling. So kind of
across the board. No purchased stuff. We're certainly
staying out of the notion of go out and buy loans to grow
the balance sheet. That's not in there.
Tangible, we have been, as you know, sort of warehousing
capital for the Riggs close. We've used some capital up with
the balance sheet growth and also with the backup in rates
that occurred late in the first quarter through OCI and
marking down the security books. Some of that will come back
because of the recent rally. But as we've said all along, we
have obviously communicated with rating agencies, we're
comfortable, they're comfortable with where we are. We're at
a point now where we're going to be very
- 20 -
conservative in share repurchases as we build back up to
levels post-Riggs over the 5% level. Then we'll go from
there. There was one other question.
Jim Rohr: Cross border lease. When we might resolve the cross
border lease.
Bill Demchak: I guess there's a couple of different things hanging out
there. One is the IRS and where they come out on different
things. And the other one is what FASB does in relation to
any potential settlements with the IRS. I just don't even
want to try to predict the outcome of either one of those
things. As we say in the notes, we're reserved for any real
economic impact that we have. There will be potentially,
depending on where FASB comes out, some prior period
accounting changes, things that we would do. But the whole
net of this is sort of an economic difference in the timing
of tax deductions that isn't a huge amount of money for us,
so we're sort of covered for it.
Claire Percarpio: I was calculating that it could be a restatement
cumulatively of 100 to 600 million.
Bill Demchak: One hundred to 600?
Claire Percarpio: That was where my stab I came out. Am I way high?
Bill Demchak: That's a big bid offer.
Claire Percarpio: Okay. Good. That's good to know.
Bill Demchak: No. I said that's a big bid offer. Not a good one. I
don't know that we'd put that number out at this point. But
it would be something sort of a prior period issue and
doesn't, again whatever it is, will be recaptured over the
remaining years of the leases.
Claire Percarpio: But wouldn't it affect '05 and '06 as well? Some prior
years?
Bill Demchak: Yes.
Claire Percarpio: Right. I'm sorry, just to get clear on my stab, you're
saying that's far too large a number, my 100 to 600 range?
Bill Demchak: Yes, that's too large. But then don't try to narrow me down.
I don't want to get into -
Claire Percarpio: Okay.
Bill Demchak: - there's so many nuances on what they may come out with,
it's too hard to guess. But 5 or 600 is way too big.
- 21 -
Claire Percarpio: Okay. And just to back up to the loan growth answer real
quick...
Bill Demchak: By the way, I want to go back to that one just for a second.
Claire Percarpio: Okay.
Bill Demchak: We - it's kind of interesting. We've put out everything we
kind of knew to date in our disclosures on this. And as near
as we can tell, we probably have more disclosures out than a
lot of other people who we know compete in the business. So
I don't think - this is certainly not a PNC isolated
incident at all. This is - we just saw it happening, so we
told you, which is our practice.
Claire Percarpio: Right.
Jim Rohr: And you want to make the comment again how we're reserved
economically in this case.
Bill Demchak: Yes. And we are, to the best of our knowledge, fully
reserved economically.
Claire Percarpio: Okay. Okay. Back to this - wait, you're fully reserved
economically, but it could still impact '05 and '06?
Bill Demchak: We could have a timing issue with respect to GAAP earnings.
But PV the value to PNC shareholders we're flat. That's kind
of what we're saying.
Claire Percarpio: Although people have been thinking of the revenue
recognition differently, so it could impact what people's
thoughts are for your earnings level?
Bill Demchak: Potentially. But we're dancing around on something here
that it's kind of a can of worms. Because we're presuming
something coming out of FASB that may or may not be the
case. We just have no idea. There was just something put out
so we commented on it. I think we're going too far down a
dangerous path on something that will hit the whole
industry, not just PNC. That we were just, I think, probably
more forthright in sort of putting it out there than a lot
of our competitors.
Claire Percarpio: But didn't Wachovia already settle for what looked like
a pretty big number where you guys look like you're going to
duke it out?
Bill Demchak: They had a - I shouldn't comment on them. To my
understanding they had a settlement across a broad range of
different issues related to tax. But they would still be
subject to whatever would come out from accounting. Again,
go back to the beginning, right? You've got an IRS issue and
then you got whatever the accountants - whatever FASB is
going to do. They are still subject to that. They'll have
the same issue.
- 22 -
Claire Percarpio: Okay. Last thing, sorry to get back to the loan growth,
are there certain markets and are they western markets?
Where are you getting - are there certain geographic markets
that are driving more of the growth, particularly middle
market business credit?
Jim Rohr: No I think the geography - the business credit is a national
business for us. Real estate is a national business for us.
And so there really aren't any particularly hot geographies
in either one of those businesses. And the middle market
business, as Bill said, utilization rates are slightly
higher but nothing particularly exciting. The real estate
business, we have utilization rates up a little bit in the
REIT side. But the loan growth really is a little bit across
the whole franchise.
Bill Demchak: The one thing that's very positive, though, although it
doesn't show up in huge numbers, is the growth in business
banking in the eastern part of our franchise. The percentage
growth there I think is north of 20%. Again, not off of a
huge base. But that's really encouraging, because it's very
granular, high-yield, nice risk profile against that book of
business.
Bill Callihan: As Jim mentioned, small business loan growth was up 13% for
the whole unit. So as Bill mentioned, higher in the eastern
part of the franchise.
Claire Percarpio: Thanks.
Bill Callihan: Next question, please?
Operator: Your next question comes from Denis Laplante of Keefe,
Bruyette, Woods.
Jim Rohr: Hello, Denis.
Denis Laplante: Hi, good morning. I guess congratulations on breaking that
dollar, right? Elaborating on your trading activities, if
you could, you've had two quarters in a row of $50 million
worth of trading. Previous to that you have been running
around 25. Any change in your value at risk or could you
elaborate on what you're doing there?
Bill Demchak: Sure. No real change over the last couple of quarters in
value at risk. There's been an increase if you track back,
going over a year or more. The client-related income has
just picked up. While we do it on very small size, the same
sort of business trends you see from the big Wall Street
shops, we see with our clients, just a lot smaller.
But the other side of that and the part is, and will be,
more volatile is the positioning we do against the value of
the balance sheet. And we have become more active in using
the trading books to preserve the pure value of the balance
sheet given that with hedge accounting the way it is today,
our
- 23 -
ability to overtly get accrual hedging for derivative
instruments or other securities, you can't do it. We just
put it in the trading book. And that's been very positive
for us over the last couple of quarters. But I think to your
point, it's above trend by some amount.
Denis Laplante: If you were to look at the $50 million, and I don't want to
just isolate this to one quarter, but how much of that is
coming from client-related stuff, versus kind of more
positioning?
Bill Demchak: The majority of it is coming from client-related stuff.
Depending on whether - we're dancing on the head of a pin.
The majority is coming from client-related stuff.
Denis Laplante: Okay. What was the starting point - starting spread on your
fixed rate, the received fixed swaps you put on?
Bill Demchak: Oh, I don't know off the top of my head.
Denis Laplante: Okay. If I get to pricing on deposits, maybe differentiate
between some of the markets, New Jersey, Philly, western PA,
Ohio, do you have a sense of which market is a little more
competitive than others?
Bill Demchak: You know, I guess there's been a lot of writing about the
competitive midwest or something. When I look at our own
pricing and deposits against some of the peer banks, the
banks we compete with out here, we're kind of in the pack
with them. Interestingly, our growth in our deposits is all
coming from the eastern part of our franchise. So we
differentiate by market, but as a practical matter, we have
fairly uniform practices across our geography and we are
seeing the growth on the eastern part of the franchise.
Denis Laplante: Does that mean that your competitive position relative to
others in the east is you're at less of a disadvantage
compared to the Midwest is that what that's saying?
Bill Demchak: I don't think we're at a disadvantage to anybody.
Denis Laplante: No, no, I mean from a pricing standpoint that you've, even
though you have moved them up, you have kind of suggested
that you have been below kind of in the middle...
Bill Demchak: I'm looking at something here that I'm sure you could
recreate on rate paid on interest bearing deposits, where if
I go back a year, we were always sort of (inaudible). We
were always the lowest paying guy out there. Now we're in
the upper quartile against the people you would think of as
our competitors. We're not the highest, but we're up there,
and it's bringing in money.
- 24 -
Jim Rohr: We said, we made the comment that during declining interest
rates it wasn't all that profitable to be putting on a lot
of time deposits, so we purposely let that money run off.
There was some question as to whether you would lose
relationships and you couldn't get it back in a rising
interest rate environment, and we clearly found that's not
the case. We are adding customers as well as deposits. I
guess the other observation in the east, is there's a lot
more money in the east. We've got a major franchise there.
So I think you've got to go where the money is.
Denis Laplante: Last question, if I may, on the principal investing.
Could you differentiate between the actual cash gains versus
mark-to-market?
Bill Demchak: Sorry. The realized versus unrealized private equity book?
Denis Laplante: Yes, right.
Bill Demchak: I can't off the top of my head and I don't know that, we -
disclose it. The reason that's a bit of a complicated
question, I can tell you that within our own invested
portfolio, the problem is that we have more than half of
that money out in third party funds. And so some of their
gains were realized and unrealized. It's something we can't
follow up with offline. We'll try to provide disclosure
perhaps down the road on that sort of thing.
Denis Laplante: Okay. Thank you.
Jim Rohr: Thank you, Denis.
Operator: At this time, there are no further questions. Mr. Callihan,
are there any closing remarks?
Bill Callihan: No. I think we're - Jim, I don't know - have you got
anything else?
Jim Rohr: No. Thank you for joining us. We're very pleased with the
quarter and optimistic about the rest of the year. Thanks
for your support.
Bill Callihan: Thank you.
End of Transcript
- 25 -
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
The PNC Financial Services Group, Inc. and Riggs have filed 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 OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may
obtain these documents free of charge at the SEC web site (http://www.sec.gov ).
In addition, documents filed with the sec by the PNC Financial Services Group,
Inc. are available free of charge from Shareholder Relations at (800) 843-2206.
Documents filed with the SEC by Riggs are available free of charge from
http://www.riggsbank.com.
The directors, executive officers, and certain other members of management of
Riggs may be soliciting proxies in favor of the merger from its shareholders.
For information about these directors, executive officers, and members of
management, shareholders are asked to refer to Riggs's most recent annual
meeting proxy statement, which is available on Riggs's website
(http://www.riggsbank.com ) and at the addresses provided in the preceding
paragraph.