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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: United National Bancorp
Commission File No. 000-16931
The following is the transcript from an investor presentation that took place on
August 21, 2003 in connection with the proposed acquisition by The PNC Financial
Services Group, Inc., a Pennsylvania Corporation, of United National Bancorp, a
New Jersey corporation. The slides referred to in the following transcript were
previously filed on August 21, 2003 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.
OPERATOR: My name is Stephanie, and I will be your conference facilitator today.
At this time, I would like to welcome everyone to PNC Financial Services
investor call regarding the acquisition of United National Bancorp.
All lines have been placed on mute to prevent any background noise. After the
speakers' remarks, there will be a question and answer period. If you would like
to ask a question during this time, please press the numbers 1 followed by 4 on
your touchtone telephone.
I will now turn the call over to Bill Callihan, the Director of Investor
Relations for PNC. Mr. Callihan, you may begin your conference.
BILL CALLIHAN, PNC FINANCIAL SERVICES: Thank you. Good morning everyone, and
welcome to today's conference call to discuss our acquisition of United National
Bancorp. Joining me in Pittsburgh are PNC's Chairman and Chief Executive
Officer, Jim Rohr, and Joe Guyaux, PNC's President. Participating by phone are
Bill Demchak, PNC's Vice Chairman and Chief Financial Officer, and Tom Gregor,
the Chairman, President and CEO of United National Bancorp.
As a reminder, the following comments contain forward-looking statements. Actual
results could differ, possibly materially, due to a variety of factors,
including those described in these statements, in today's release and
supplementary financial information, and in our 2002 Form 10-K and other SEC
reports. These statements speak only as of August 21st, 2003, and PNC undertakes
no obligation to update them. The following statements may include a discussion
of non-GAAP financial measures, which, to the extent not so qualified during the
conference call, will be qualified by GAAP reconciliation information that will
be made available on PNC's website under the "For Investors" section.
Now let me introduce Jim Rohr.
JIM ROHR, PNC FINANCIAL SERVICES: Thank you, Bill, and welcome everyone. Thank
you for joining us this morning.
As you know, we announced earlier a definitive agreement to acquire United
National Bancorp, a bank holding company based in Bridgewater, New Jersey that
operates 52 UnitedTrust Bank branches. First, let me just say that we're very
excited about this transaction. As this slide points out, it offers a number of
compelling opportunities that will benefit us in the near and long term. Over
the last four years, we've developed a differentiated, high-return banking
model. We've been very successful in acquiring, growing, and retaining client
relationships organically, and that has fueled strong results in our regional
community bank. We want to build on this performance, and this acquisition
represents a capital-efficient way to accomplish that goal. First, it will help
us to accelerate our expansion in a fast-growing, very affluent region. New
Jersey is an appealing market, and we've had a long commitment to growth there.
In the mid-
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nineties, we acquired the Chemical Bank branches in southern New Jersey and then
moved to the central part of the state with our Midlantic acquisition.
We also have agreements with the WAWA and the Quick Chek convenience store
chains, which provide us with a very significant ATM presence. Now with this
agreement, when combined with our recently announced alliance to open 40
locations at the Stop & Shop grocery stores, we'll dramatically increase our
presence in the central and northern parts of the state, and it enables us to
expand our existing modest presence in the Lehigh Valley of eastern
Pennsylvania.
We believe we'll be able to execute on the tremendous product and business
opportunities available. At this point, I'd like to turn it over to Tom Gregor,
the Chairman, President, and CEO of United National Bancorp, to briefly
elaborate on this point. Tom?
TOM GREGOR, UNITED NATIONAL BANCORP: Thank you, Jim. First of all, let me say
how excited we are about this opportunity. We think this transaction makes a lot
of sense from so many perspectives, and I'd like to point out just two of the
many important reasons that we identified PNC early on. One, we share very
similar, client-focused cultures. We work hard to maintain the faith and trust
our customers have placed in us, and we see the same commitment from PNC. The
second point revolves around the broad product line available at PNC. Across the
spectrum, we think our clients will benefit from a variety of new or enhanced
products that PNC offers. Enhanced online banking and brokerage products for
consumers, Workplace Banking for small businesses, world-class treasury
management services for middle-market clients, and, of course, additional wealth
management expertise, which is crucial to remaining competitive with our
customer base. PNC knows this region. They've been very successful here, and
combined we believe we'll make even more headway for the future.
Now let me hand it back to Jim to continue with the presentation.
JIM ROHR: Thank you, Tom. Before we move on to the next slide, I would like to
add that we believe that we will encounter low integration risk with this
transaction. Why? On a relative basis, it's a much smaller franchise when
compared to total PNC. But it has a similar culture with a deep commitment to
customer service, and we should be able to effectively and efficiently fold it
into our scalable technology platform that includes a world-class call center, a
web-enabled branch system, and a 40 percent online banking penetration rate --
one of the highest in the industry. Importantly, we anticipate that this
transaction will be accretive within the first year, with an internal rate of
return of approximately 15 percent, which--to give you some context--is above
the return from our share repurchase program.
Now this next slide, reviewing the faster growing and more affluent New Jersey
market, really captures the appealing nature of the United National Bancorp
footprint. This transaction will enable us to expand our branch presence in
these counties by 47 percent, after taking into account the small amount of
planned consolidations. Combined, these counties will have a median household
income that's almost $20 thousand higher than that of the total PNC footprint.
In fact, two of these counties -- Somerset and Hunterdon -- are among the 15
most affluent counties in the entire United States. Just as important, both the
income levels and number of households are projected to grow at faster levels
than the total PNC footprint.
Now you can see in our next slide -- "Expanding in Attractive Markets" -- how
significant PNC is in New Jersey. With the addition of the United National
Bancorp franchise, we will be a top-three player in all but two of the New
Jersey counties named here. That's in executing with the strategy we put in
place several years ago. Now, of course, we're not expanding in New Jersey
solely because of the demographics are good, but it's also because our team has
truly delivered consistently since we entered New Jersey years ago. Our
performance in this market has been the strongest across the company. We've got
a great leadership team that will only be enhanced with the addition of Tom and
his group, who will lead the charge in New Jersey.
I'll close out my portion by sharing key United National Bancorp financial data
and providing a transaction summary.
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The next slide - "United National Bancorp Financial Highlights" -- should come
as no surprise. This is the type of acquisition I have talked to several of you
about. It's within the footprint with little overlap, and with $3.0 billion in
assets, it's relatively small. Its loan book is fairly divided between
commercial, commercial real estate, consumer, and residential real estate, and
within the footprint, it's a portfolio that fits very comfortably within our
risk profile. United National has $2.2 billion in deposits, and our plan is to
continue to emphasize capturing core checking accounts as we do across PNC. With
$15.2 million in earnings in the first half, you can see that United is building
earnings momentum after its 2002 integration of Vista. Finally, you'll see that
efficiency is clearly an area where we believe we can make improvements.
Now, let's take a look at the transaction summary. A $638 million purchase price
consists of a combination of cash and stock--$320 million in cash, 6.55 million
shares of PNC stock. We believe that it's a very fair price for the franchise
we're receiving. We are targeting an early 2004 closing, and we have reviewed
this transaction with our regulators, but of course it is subject to customary
approvals.
Now, based on the cost saves we expect to achieve, we believe the transaction
will be accretive to earnings by 7(cent) a share next year, excluding the
estimated conversion expenses, and 8(cent) a share in 2005. Now we have a very
experienced integration team already assigned to begin the process, and it's a
team that will report directly to our president, Joe Guyaux. I'd like Joe to
take a minute to provide you with some details on that front. Joe?
JOE GUYAUX, PNC FINANCIAL SERVICES: Thanks, Jim. Let me begin by saying I share
both Jim and Tom's enthusiasm about the United National Bancorp franchise and
the opportunity that lies ahead of us, not only to accelerate our strategy, but,
more importantly, our growth. As Jim mentioned, we've already started working
with our colleagues at United to identify and field a very experienced
integration team. Many from the PNC side were an integral part of our prior bank
integration and/or played key roles in the improved execution of our core retail
banking model.
In conjunction with United, more importantly, we are also planning an extensive
customer outreach. We want to make sure that UnitedTrust customers, that we are
working to minimize any integration disruption. The existing distribution system
will remain largely intact and so will the people that are used to serving those
customers in United's footprint. Our goal is to win acceptance by proving
ourselves to UnitedTrust's customers. At the appropriate time, we'll be
contacting customers personally to introduce them to PNC's successful customer
experience model, which focuses on creating long-term relationships with
customers. Thanks to extensive training and solid execution on our part,
combined with what we'll undertake with the United work force, we do have the
experience to make this customer-focused transition a success.
In addition, we want to make sure that the employees on both sides are informed
and committed. Meetings are being held with United National Bancorp employees to
answer questions and discuss PNC's visions and values as well as our philosophy.
We know that we must have a committed and knowledgeable work force in order to
have loyal customers and grow our business in this integration. Obviously, we
need to accomplish both of those while capturing the efficiencies. We think
that's going to move rather smoothly. We've invested in a world-class technology
platform, and we successfully trained our employees to execute our strategy with
the support of that platform. It is scalable and very much ready to accept the
United National Bancorp customer base. We plan to consolidate a significant
portion of United National's support operations and call center into PNC's
existing system, and we think we can do that with very little disruption. That's
what we have in mind in the short term.
Now let me turn to the next slide and talk about how we're going to grow this
combined franchise. Our goal is to build on the mutual success these franchises
have had in the region. Our New Jersey market has been the best in our company
at acquiring and retaining customer relationships and in referring new business,
so we're going to continue to execute on the comprehensive and thoughtful
distribution strategy that has driven this success. Again, that's a strategy
focused on expanding our core base through acquiring core checking account
households and then deepening those relationships and capturing a greater share
of wallet. We learned long ago that this strategy works best with a distribution
mix that includes broad geographic coverage, one that we've been building in New
Jersey through diverse distribution channels -- adding more branches, ATM's,
in-store capability, and ever-expanding online banking presence. More
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exciting is the wide array of product capabilities -- not just the fit between
the existing product set of United and ours, but the fact that we bring to
market capital markets, treasury management, and investment product capability
as well as an expertise in home equity and opening up middle market and other
markets in this acquisition to fuel the growth.
A final point that I'd like to just, is that we're not starting from ground zero
in terms of our brand recognition in this region, and because of the wonderful
strategic and cultural fit with United, this will only enhance our brand
awareness in the region and have an overall positive effect throughout the New
Jersey region. As we're successful, you'll see it reflected in the bottom line.
And now I'd like to have Bill Demchak talk more about that.
BILL DEMCHAK, PNC FINANCIAL SERVICES: Thanks, Joe. This morning, I'm going to
review the impact of this transaction on PNC's earnings and talk a little bit
about the cost saving opportunities and, finally, compare this transaction with
other recently announced bank deals.
On the first slide, you'll see that we've detailed the positive incremental
impact this deal will have on PNC's earnings for 2004 and 2005. Since United has
limited sell-side coverage, what we did was we began with United National's
management estimated earnings of $36 and $41 million in 2004 and 2005,
respectively. While we believe that there are meaningful revenue opportunities
available, to be conservative, none of those numbers are included in this
analysis.
In terms of the $31 million of identified cost savings, we expect to save
approximately $16 million after-tax in '04 and to achieve the full after-tax run
rate of $21 million of savings in '05. These cost savings will primarily come
from consolidating operating centers, phone centers, and other admin functions.
As it pertains to intangibles, we have eliminated approximately 97 million of
United National Bancorp's existing intangibles that resulted principally from
the Vista transaction. We anticipate that this transaction will result in around
$508 million of goodwill and $44 million of core deposit intangibles, and the
core deposit intangibles represent approximately 3.09 percent of core deposits,
and we'll be amortizing those over the next 10 years using
sum-of-the-years-digits method.
On the purchase accounting side, the acquisition will be positive to earnings in
the first year as the mark on the less than optimal wholesale funding book will
offset the impact of other balance sheet marks. This estimate could change
before closing due to changes in interest rates or balance sheet composition.
When you combine all of these elements, we expect the incremental earnings from
the transaction to be about $47 million in 2004 and to grow to $51 million in
2005. As you can see, the incremental benefit to PNC in '04 is 7(cent) per
share, excluding the estimated conversion expenses of $11 million primarily
related to product and systems integration.
Now, the next slide -- titled "Integration Driven by Experience" -- highlights
the expense categories we hope to impact by effectively integrating United with
PNC. As all of you know, we have not had a bank deal since the acquisition of
Midlantic in 1995. However, the majority of the managers that were part of that
successful integration are still with PNC, and, as Joe indicated, they have been
identified and are ready to contribute. Now, we expect to reduce United
National's expense base by approximately 38 percent, or $31 million, on a
pre-tax basis. A majority of the cost reductions will come from consolidating
their outsourced IT platform and numerous back office functions into PNC's
centralized operation. As a result, a significant portion of the cost will be
compensation and technology related. It's important to point out that one of the
many things that differentiates PNC is that we operate the bank from a single
platform, and, as a result, we are positioned to integrate United National's
back office very efficiently. We've already had a very comprehensive, albeit
preliminary, time frame in place that we think we can accomplish by the end of
2004.
We jump to the next slide. I've compared our value for United to all the bank
deals valued between $100 million and $2.0 billion that were done in the United
States since January of '02. As you can see, this
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transaction is basically valued at the median, which we feel is a fair valuation
for a property in one of the most affluent regions in the country.
In summary, from a financial point of view, we believe this is a value-added
transaction that will meet our risk-adjusted return objectives and we expect
should improve the growth prospects in our banking businesses.
With that, I'm going to turn it back over to Jim so we can begin the question
and answer session.
JIM ROHR: Thank you, Bill. As we begin the question and answer session, we are
in a few different locations. So, if you could bear with me if I have to refer
some of the questions to people in different locations, that's what I'll be
doing. We'd be more than happy to open it up for questions and answers.
OPERATOR: Thank you. The floor is now open for questions. If you do have a
question or a comment, please press the numbers 1 followed by 4 on your
touchtone telephone at this time. If at any point your question has been
answered, you may remove yourself from the queue by pressing the pound key.
Questions will be taken in the order they are received, and we do ask that while
posing your question, you please pick up your handset to ensure proper sound
quality. Once again, to ask a question, please press the numbers 1 followed by 4
on your touchtone telephone at this time.
Our first question today is coming from Brian Harvey of Fox-Pitt, Kelton. Sir,
please pose your question.
BRIAN HARVEY, FOX-PITT, KELTON: Thank you. Good morning.
JIM ROHR: Good morning.
BRIAN HARVEY: Just had a couple of questions. Can you just comment about your
buy-back program? You had talked about completing a billion dollars of buy-back
this year. Does this transaction preclude you from doing that, and can you just
talk about the capital ratios and how you're thinking about that? And secondly,
can you just again talk about the contribution from the processing businesses
versus the traditional banking business, and how you're thinking about that
going forward?
JIM ROHR: The business mix -- I think we've said in the past we want to grow.
We'll take the second question first, and then I'll ask Bill Demchak to answer
the one on the buy-back and the capital ratios.
But the business mix -- we like the business mix that we have, where we've got a
banking business, an asset management business, and an asset processing
business. We intend to grow all three, which I think is consistent with what
we've been talking about. We had a strategic planning meeting in February with
the Board, and that's exactly the approach we want to take. In terms of this
acquisition, I think it's a very positive one for the regional bank and one
that's good for the shareholders as well, so you'll see us make acquisitions in
all three of those areas. You've seen a number of Black Rock acquisitions in the
asset management side, whether it be in the hedge fund business or the small and
mid-cap lift out. Now, you'll see one in the banking group, and we'll continue
to pursue acquisitions at PFPC as well.
Bill, would you like to answer the question on the buy-back and the capital
ratios?
BILL DEMCHAK: Sure. I'll start by simply pointing out that, as a result of this
transaction, our regulatory ratios, while they'll be impacted, will still be
well above certainly any regulatory minimums and still well up in our peer
group. Having said that, our share repurchase, in the amounts indicated at the
start of the year, we talked about $250 million to a billion. That was based on
available economic capital against a target rating that we had of a strong
single A. As you know, through the second quarter I think we've spent something
around $300 million in share repurchases, and we also talked about taking off
the top of the range $100 million as a result of the DOJ settlement, so we're
sort of $400 million spent and $300 million plus on this in cash, leaving us
with available still excess capital to continue with the share repurchase
program. We will do that through the remainder of '03, and I'm sure we'll have a
program in place in '04.
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But at the margin, the cash portion of this transaction will reduce the shares
that we would otherwise have purchased.
BRIAN HARVEY: Okay. Thank you.
BILL DEMCHAK: Yeah.
OPERATOR: The next question is coming from John McDonald of UBS. Sir, please
pose your question.
JIM ROHR: Hello, John.
JOHN MCDONALD, UBS: Hi. Good morning. A question for Bill first. Bill, could you
just give us some color for what goes into the decision to pay the mix of stock
and cash in a deal like this?
BILL DEMCHAK: A lot of different discussions. But as a practical matter, as Jim
has talked about in conference calls in the past, we look at our available
excess capital in terms of cash and think about investing in our businesses,
share repurchases, and/or third party acquisitions, and compare those returns to
share repurchases. In the case of this one, looking at that balance, we thought
offered an attractive return to PNC, but importantly also an attractive tax
profile opportunity for people who wanted to take our shares in exchange for
United shares. So, in some ways, it's a trade-off between what is best for PNC
in terms of IRR, but at the same time, making sure that it's an attractive
transaction for United shareholders. That was kind of the dialogue we had.
JOHN MCDONALD: Okay. And then, just following up on the previous question and
your answer regarding the buy-backs. We should think of it as, you said $300
million, plus the $100 million for DOJ, so $400 million plus $300 million for
this, or about $700 million so far, and you'd said for the year you'd do up to
about a billion?
BILL DEMCHAK: Yeah. But remember, we've always spoken about ranges, right?
JOHN MCDONALD: Yes.
BILL DEMCHAK: So, opportunistically, it's a function of what we see in the
market to put our capital to work on. But the range was $250 million to a
billion, and your numbers are correct.
JOHN MCDONALD: Okay. And then Jim, maybe could you just give us some color for
where else in the franchise for the retail banking geographically you might be
interested in filling in, or what other areas are attractive to you?
JIM ROHR: I think you have to look at these transaction by transaction. But
we've talked about the attractiveness of New Jersey for a long period of time,
and you don't do acquisitions -- we won't do acquisitions -- for acquisitions'
sake. This was a unique opportunity where we can fill in a very attractive
marketplace and take the costs out, which we think very efficiently, and working
with Tom Gregor and his team, we really identified a company that was not CD
dependent. These were really people -- an organization -- that was focused on
their customers and customers' satisfaction, so that the culture fits
particularly well with PNC as well. So, I think that -- I don't want this to be
understood as the beginning of an acquisition binge. This is a unique
opportunity that we've been working on for quite some time, and we've very, very
pleased to be able to bring it to closure for a whole series of reasons, not the
least of which is the culture of United.
JOHN MCDONALD: Okay. Thanks.
OPERATOR: The next question is coming from David Hilder of Bear Stearns. Sir,
please pose your question.
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DAVID HILDER, BEAR STEARNS: Thank you. I have two questions. First, does your
deferred prosecution agreement with the Department of Justice have any impact on
your ability to get regulatory approval for this acquisition or the timing of
that?
JIM ROHR: No.
DAVID HILDER: Secondly, Bill, I thought I heard you say that the deposit premium
was, the core deposit intangible was, about a 3 percent number. That seems sort
of low. Can you talk about the analytics that went into the allocation of the
intangibles between goodwill and the core deposit intangible?
BILL DEMCHAK: Your number is right. It's 3.09. I am in a remote location and
don't have details of that with me, so what I would suggest is that we follow up
after the call.
BILL CALLIHAN: Dave, this is Bill Callihan. I can call you back with those.
DAVID HILDER: All right. Okay. Thanks very much.
OPERATOR: The next question is coming from Robert Rutschow of Prudential. Please
pose your question.
ROBERT RUTSCHOW, PRUDENTIAL: Hi. Good morning.
JIM ROHR: Hello Robert.
ROBERT RUTSCHOW: Just a couple questions here. Are you guys going to close any
branches?
JIM ROHR: Joe Guyaux?
JOE GUYAUX: Yeah. We've identified overlap in the range of 4 to 8 branches, so
very minimal number, and they'll be consolidated, so closed in the sense of
we're not abandoning any sites. It's where we have two sites in close proximity.
ROBERT RUTSCHOW: Okay, and what's the timetable for the conversions, or for the
conversion, I guess?
JOE GUYAUX: Pending regulatory approval and assuming, depending on when that
happens, we think we should be in a position to convert probably 90 days to 120
days after receiving approval.
ROBERT RUTSCHOW: Okay. Then last question. Can you help me get to your 15
percent IRR?
JIM ROHR: Excuse me?
ROBERT RUTSCHOW: You said that the deal exceeded 15 percent IRR target, and I
was just wondering if you can help me get there.
JIM ROHR: Okay. David Williams is here, and he has the details on that.
DAVID WILLIAMS, PNC FINANCIAL SERVICES: Well, as you know, calculating the IRR
takes in a number of assumptions, including our cost of capital, which ranges
anywhere from 11 and 13, and then also taking a look at what PE multiple you're
going to put on the value of this franchise. Taking a look at this one, you run
into a range of slightly over 14 to slightly below 16 percent using various
assumptions, and the mid-point of the range is right up around 15.
ROBERT RUTSCHOW: Okay. Thank you.
OPERATOR: Does that answer your question, sir?
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ROBERT RUTSCHOW: Yes.
OPERATOR: The next question is coming from Josh Colevzson of Wachovia
Securities. Sir, please pose your question. Mr. Colevzson, your line is live. Do
you have a question?
The next question is coming from Troy Hottenstein of UBS. Sir, please pose your
question.
TROY HOTTENSTEIN, UBS: Hi. Thanks. Can you help me understand how you do the
calculation at the end of the merger to come up with the cash election value,
and how you're going to come up with the exact stock election value -- the
formula that you're going to use?
JIM ROHR: Dave?
DAVID WILLIAMS: The number of shares to be issued by PNC is actually fixed in
the agreement. It will be adjusted for exercise of options between now and the
closing date. And also, there is a top-up right to maintain the tax-free nature
of the merger at 42.5 percent, which would then, potentially, if we trigger
that, would reduce the cash portion and increase the PNC stock portion. Whether
you select cash or stock, the shareholders will get the same value at the end of
the day.
OPERATOR: Does that answer your question, sir?
TROY HOTTENSTEIN: So what would -- the cash component would, I assume, then, at
the end of the day, be somewhere in the neighborhood of 0.348 PNC shares plus
$17 in cash? And, I'm going to use some pricing period for the PNC shares to
come up with that end-value election? I mean, you're going to send out an
election form that's going to have two numbers in it? I'm just trying to figure
out how you actually get to that final number.
DAVID WILLIAMS: It is based on the 5-day average of the PNC close price prior to
closing, and then you add the cash portion into it and divide by the number of
shares.
TROY HOTTENSTEIN: Okay. Thank you.
JIM ROHR: Thank you.
OPERATOR: The next question is coming from Luca Ippolito of Chesapeake Partners.
Please pose your question.
JIM ROHR: Good morning.
LUCA IPPOLITO, CHESAPEAKE PARTNERS: Hi. I'm sorry, I didn't get a chance to get
out of the line. That was actually my question just asked.
JIM ROHR: Okay. Thank you.
OPERATOR: Once again, if you do have a question or comment at this time, please
press the numbers 1 followed by 4 on your touchtone telephone. Please hold the
line while we poll for questions.
JIM ROHR: Do we have another question?
OPERATOR: Once again, if you do have a question or comment, please press the
numbers 1 followed by 4 on your touchtone telephone at this time.
BILL CALLIHAN: Operator, I think we have time for about one more question. So,
if there's none, then we'll complete the call.
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OPERATOR: Okay. Your final question for today is coming from Denis Laplante of
KBW. Please pose your question.
DENIS LAPLANTE, KBW: Good morning. Could you talk about your threshold on the
tangible equity ratio in a purchase accounting world? How low you would bring
that down to in terms of doing subsequent deals?
JIM ROHR: Bill Demchak, I don't know if you have that information with you. If
not...
BILL DEMCHAK: Well, it's a very good question, Denis. It's something that --
it's a question that we're going to be asking ourselves, and I think the
industry will be asking itself, because of purchase accounting. As a practical
matter, we have a guideline as part of our capital policy that has that number
at 5.5 percent. But it's something that, as you go through purchase accounting
and more deals are done through time, it's going to be challenged. It'll be
interesting to see how the industry handles it.
DENIS LAPLANTE: Does that imply that you are likely to keep, in periods where
you probably do less buy-back, be less focused on dividend, and, therefore, try
to keep dry powder for your expansion opportunities?
BILL DEMCHAK: I'm sorry. Could you repeat that?
DENIS LAPLANTE: In other words, does it imply that, basically, from a tangible
capital perspective, that you'll try to keep more dry powder and, therefore, be
less aggressive in the buy-back, maybe less aggressive on dividends?
BILL DEMCHAK: I wouldn't infer that. And I think that, as a practical matter,
the rating agencies' focus on tangible capital is a historic one. I think
everybody needs to think through how purchase accounting is going to affect some
of the traditional measures when you look at capital. So, I wouldn't infer
anything about us holding capital -- dry powder -- to do deals as opposed to
share repurchase.
DENIS LAPLANTE: Okay. Thank you.
BILL DEMCHAK: Yeah.
JIM ROHR: Thank you very much for being with us this morning. We think this is a
very important transaction for PNC and for United, and we're delighted to be
bringing this new partnership together. Tom, thank you for joining us this
morning. I'll see you in a little bit.
TOM GREGOR: Thank you very much.
JIM ROHR: Thanks to everyone for joining us.
OPERATOR: Thank you for your participation. That does conclude this morning's
teleconference. You may disconnect your lines at this time, and have a great
day. Thank you.
THE END.
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