Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 10-K

 

 

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission file number 0-133872

 

 

 

Susquehanna Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Pennsylvania   23-2201716

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

26 North Cedar St., Lititz, Pennsylvania   17543
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (717) 626-4721

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Name of Each Exchange on Which Registered

common stock, par value $2.00 per share   The Nasdaq Stock Market, LLC

Susquehanna Capital I Capital Stock (and the Guarantee by

Susquehanna Bancshares, Inc. with respect thereto)

  New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: (Check one):

Large Accelerated Filer  x        Accelerated Filer  ¨        Non-Accelerated Filer  ¨        Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $1,008,206,306 as of June 30, 2008, based upon the closing price quoted on the Nasdaq Global Select Market for such date. Shares of common stock held by each executive officer and director and by each person who beneficially owns more than 5% of the outstanding common stock have been excluded in that such persons may under certain circumstances be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes. The number of shares issued and outstanding of the registrant’s common stock as of February 23, 2009, was 86,186,395.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held May 8, 2009 are incorporated by reference into Part III of this Annual Report.

 

 


Table of Contents

SUSQUEHANNA BANCSHARES, INC.

 

TABLE OF CONTENTS

 

          Page
Part I

Item 1.

   Business    2

Item 1A.

   Risk Factors    15

Item 1B.

   Unresolved Staff Comments    21

Item 2.

   Properties    22

Item 3.

   Legal Proceedings    23

Item 4.

   Submission of Matters to a Vote of Security Holders    23
Part II

Item 5.

   Market for Susquehanna’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities    24

Item 6.

   Selected Financial Data    27

Item 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    28

Item 7A.

   Quantitative and Qualitative Disclosures about Market Risk    71

Item 8.

   Financial Statements and Supplementary Data    72

Item 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    127

Item 9A.

   Controls and Procedures    127

Item 9B.

   Other Information    127
Part III

Item 10.

   Directors, Executive Officers and Corporate Governance    128

Item 11.

   Executive Compensation    128

Item 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters    128

Item 13.

   Certain Relationships and Related Transactions, and Director Independence    128

Item 14.

   Principal Accountant Fees and Services    128
Part IV

Item 15.

   Exhibits and Financial Statement Schedules    129


Table of Contents

Unless the context otherwise requires, the terms “Susquehanna,” “we,” “us,” and “our” refer to Susquehanna Bancshares, Inc. and its subsidiaries.

 

PART I

 

Item 1. Business

 

General

 

Susquehanna Bancshares, Inc. is a financial holding company that provides a wide range of retail and commercial banking and financial services through our subsidiaries in the mid-Atlantic region. In addition to one commercial bank, we operate a trust and investment company, an asset management company (which provides investment advisory, asset management, brokerage and retirement planning services), a property and casualty insurance brokerage company and a vehicle leasing company. As of December 31, 2008, we had total assets of $13.7 billion, consolidated net loans and leases of $9.7 billion, deposits of $9.1 billion, and shareholders’ equity of $1.9 billion.

 

Susquehanna was incorporated in Pennsylvania in 1982. Our executive offices are located at 26 North Cedar Street, Lititz, Pennsylvania 17543. Our telephone number is (717) 626-4721, and our web site address is www.susquehanna.net. Our stock is traded on the Nasdaq Global Select Market under the symbol SUSQ. We make available free of charge, through the Investor Relations section of our web site, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference and do not intend it to be an active link to our web site.

 

As a financial holding company with operations in multiple states, we manage our bank subsidiary on a geographic market basis, which allows each division operating in different markets to retain flexibility with regard to loan approvals and product pricing. We believe that this approach differentiates us from other large competitors because it gives our bank greater flexibility to better serve its markets and increase responsiveness to the needs of local customers. We continue, however, to implement consolidations in selected lines of business, operations and support functions in order to achieve economies of scale and cost savings. We also provide our bank subsidiary guidance in the areas of credit policy and administration, risk assessment, investment advisory administration, strategic planning, investment portfolio management, asset liability management, liquidity management and other financial, administrative, and control services.

 

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The following table sets forth information, for the year ended December 31, 2008, regarding our bank subsidiary and our non-bank subsidiaries that had annual revenues in excess of $5.0 million:

 

Subsidiary

  Assets    Percent
of Total
    Revenues(1)     Percent
of Total
    Pre-tax
Income
    Percent
of Total
 
    (dollars in thousands)  

Bank Subsidiary:

            

Susquehanna Bank(2)

  $ 13,318,298    97.5 %   $ 501,642     92.8 %   $ 142,907     130.4 %

Non-Bank Subsidiaries:

            

Susquehanna Trust & Investment Company

    9,659    0.1       15,593     2.9       1,141     1.0  

Valley Forge Asset Management Corp.

    39,511    0.3       15,619     2.9       1,940     1.8  

Stratton Management Company, LLC

    76,907    0.6       9,722     1.8       4,324     3.9  

Boston Service Company, Inc. (t/a Hann Financial Service Corp.)

    138,414    1.0       16,495     3.1       (6,261 )(3)   (5.7 )

The Addis Group, LLC

    42,566    0.3       12,351     2.3       854     0.8  

Consolidation adjustments and other non-bank subsidiaries

    57,633    0.2       (30,811 )   (5.8 )     (35,326 )(4)   (32.2 )
                                        

TOTAL

  $ 13,682,988    100.0 %   $ 540,611     100.0 %   $ 109,579     100.0 %
                                        

 

(1)

Revenue equals net interest income and other income.

(2)

Excludes Susquehanna Trust & Investment Company, a wholly owned subsidiary.

(3)

Does not include incremental benefits to Susquehanna Bank for loans, leases and deposits originated by Hann. When these benefits, not recorded on Hann’s books, are taken into consideration, Hann’s pre-tax income for 2008 would have been $1.6 million. The corresponding reduction in pre-tax income in Susquehanna Bank would have been $7.8 million.

(4)

Primarily the parent company’s unallocated expenses.

 

As of December 31, 2008, non-interest income represented 26.3% of our total revenue. Susquehanna Bank (excluding Susquehanna Trust & Investment Company) contributed 54.6% of total non-interest income, and non-bank affiliates contributed 45.4% of total non-interest income.

 

We are managed from a long-term perspective with financial objectives that emphasize loan quality, balance sheet liquidity, and earnings stability. Consistent with this approach, we emphasize a low-risk loan portfolio derived from our local markets. In addition, we focus on not having any portion of our business dependent upon a single customer or limited group of customers or a substantial portion of our loans or investments concentrated within a single industry or a group of related industries. Our net charge-offs over the past five years have averaged 0.23% of total average loans and leases.

 

As of December 31, 2008, our total loans and leases (net of unearned income) in dollars and by percentage were as follows:

 

     (dollars in thousands)  

Commercial, financial and agricultural

   $ 2,169,262    22.4 %

Real estate – construction

     1,313,647    13.6  

Real estate secured – residential

     2,298,709    23.8  

Real estate secured – commercial

     2,875,502    29.8  

Consumer

     314,051    3.3  

Leases

     682,702    7.1  
             

Total loans and leases

   $ 9,653,873    100.0 %
             

 

As of December 31, 2008, core deposits funded 64.8% of our lending and investing activities.

 

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Products and Services

 

Our Bank Subsidiary. Our commercial bank subsidiary, Susquehanna Bank, operates an extensive branch network and maintains a strong market presence in our primary markets. It provides a wide-range of retail banking services, including checking, savings and club accounts, check cards, debit cards, money market accounts, certificates of deposit, individual retirement accounts, home equity lines of credit, residential mortgage loans, home improvement loans, automobile loans, personal loans, and internet banking services. It also provides a wide-range of commercial banking services, including business checking accounts, cash management services, money market accounts, land acquisition and development loans, commercial loans, floor plan, equipment and working capital lines of credit, small business loans, and internet banking services.

 

Our Non-bank Subsidiaries. Our non-bank subsidiaries offer a variety of financial services to complement our core banking operations, broaden our customer base, and diversify our revenue sources. The Addis Group, LLC provides commercial, property and casualty insurance, and risk management programs for medium and large sized companies. Susquehanna Trust & Investment Company, a subsidiary of Susquehanna Bank, provides traditional trust and custodial services, and acts as administrator, executor, guardian, and managing agent for individuals, businesses and non-profit entities. Valley Forge Asset Management Corp. offers investment advisory, asset management and brokerage services for institutional and high net worth individual clients, and directly and through a subsidiary, retirement planning services. Stratton Management Company provides equity management of assets for institutions, pensions, endowments and high net worth individuals. Boston Service Company, Inc. (t/a Hann Financial Service Corp.) provides comprehensive consumer vehicle financing services.

 

Market Areas

 

Our Bank Subsidiary. Susquehanna Bank is a Pennsylvania state-chartered bank that operates 236 banking offices. Its operations are divided into the following regional divisions:

 

   

The PA Division includes 123 banking offices operating primarily in the central Pennsylvania market area, including Adams, Berks, Chester, Cumberland, Dauphin, Lancaster, Luzerne, Lycoming, Northumberland, Schuylkill, Snyder, Union, and York counties.

 

   

The MD Division includes 64 banking offices operating primarily in the market areas of Maryland and southwestern central Pennsylvania, including Allegany, Anne Arundel, Baltimore, Carroll, Garrett, Harford, Howard, Washington, and Worcester counties and the City of Baltimore in Maryland, Berkeley County in West Virginia and Bedford and Franklin counties in Pennsylvania.

 

   

The DV Division includes 49 banking offices operating primarily in the suburban Philadelphia, Pennsylvania and southern New Jersey market areas, including Berks, Chester, Delaware, Lehigh, Montgomery, and Northampton counties in Pennsylvania and Atlantic, Burlington, Camden, Cumberland, and Gloucester counties in New Jersey.

 

Our Non-bank Subsidiaries. Susquehanna Trust & Investment Company and Valley Forge Asset Management Corp. operate primarily in the same market areas as Susquehanna Bank. The Addis Group, LLC operates primarily in southeastern Pennsylvania, southern New Jersey, and northern Delaware. Boston Service Company, Inc. (t/a Hann Financial Service Corp.) operates primarily in New Jersey, eastern Pennsylvania, and southeastern New York. Stratton Management Company operates throughout the continental United States.

 

Like the rest of the nation, the market areas that we serve are presently experiencing an economic slowdown. A variety of factors (e.g., any substantial rise in inflation or unemployment rates, decrease in consumer confidence, natural disasters, war, or political instability) may further affect both our markets and the national market. We will continue our emphasis on managing our funding costs and lending rates to effectively maintain profitability. In addition, we will continue to seek relationships that can generate fee income that is not directly tied to lending relationships. We anticipate that this approach will help mitigate profit fluctuations that are caused by movements in interest rates, business and consumer loan cycles, and local economic factors.

 

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Our Long-Term Strategy

 

We manage our business for sustained long-term growth and profitability. Our primary strategies are internal growth through expansion of our customer base in existing markets and external growth through acquisitions in selected markets. We focus on leveraging customer relationships through the cross-selling of a comprehensive range of financial services and products by a highly trained and motivated employee sales force. Our long-term strategic plan to enhance shareholder value has three main components: growing our business profitably through the specific methods mentioned above; building enduring relationships through sales and service; and focusing on risk management. Integrated into our strategic plan under these components are various company-wide initiatives we believe are important to achieving our plan, including technology, rewards, teamwork, training, communications, and organizational structure.

 

Mergers and Acquisitions

 

Stratton. In April 2008, we completed the acquisition of Stratton Holding Company, an investment management company based in Plymouth Meeting, Pennsylvania, with approximately $3.0 billion in assets under management. Stratton Holding Company was the parent of Stratton Management Company, a privately owned investment management firm founded in 1972 and based in Plymouth Meeting, Pennsylvania. Stratton Management Company provides equity management of assets for institutions, pensions, endowments and high net worth individuals. It also manages and advises the Stratton Mutual Funds, including Stratton Small-Cap Value Fund, Stratton Multi-Cap Fund, and Stratton Monthly Dividend REIT Shares. Another subsidiary of Stratton, Semper Trust Company, is a Pennsylvania-chartered trust company.

 

After the acquisition, Stratton Holding Company was merged out of existence, and Stratton Management Company is now a wholly-owned subsidiary of Susquehanna and part of the Susquehanna wealth management companies. The addition of Stratton Management Company increased diversification in our investment expertise, including experience in mutual fund management.

 

Bank Merger. In October 2008, we merged our three bank subsidiaries together to improve efficiency, customer service and product delivery. Susquehanna Bank and Susquehanna Bank DV were merged into Susquehanna Bank PA, which subsequently changed its name to Susquehanna Bank.

 

We currently have no other formal commitments with respect to the acquisition of any entities, although discussions with prospects occur on a regular and continuing basis.

 

Future Acquisitions. We routinely evaluate possible future acquisitions of other banks, and may also seek to enter businesses closely related to banking or that are financial in nature, or to acquire existing companies already engaged in such activities, including investment advisory services and insurance brokerage services. Any acquisition by us may require notice to or approval of the Board of Governors of the Federal Reserve System, the Pennsylvania Department of Banking, other regulatory agencies and, in some instances, our shareholders. While any such acquisition may occur in any market area, the four major growth corridors that we are currently focused on are as follows:

 

   

the Lancaster/York/Baltimore corridor, comprising Lancaster and York counties in Pennsylvania, the City of Baltimore, and Baltimore, Harford, Howard, Carroll, and Anne Arundel counties in Maryland;

 

   

the Greater Delaware Valley corridor, comprising Chester, Montgomery, Delaware, and Bucks counties in Pennsylvania, the City of Philadelphia, and Gloucester, Camden, Burlington, and Mercer counties in New Jersey;

 

   

the Interstate 81 corridor, comprising Franklin, Cumberland, and Adams counties in Pennsylvania, Washington and Frederick counties in Maryland, and Berkeley and Jefferson counties in West Virginia; and

 

   

the contiguous market area that would fill in between the market areas of our current bank subsidiary.

 

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Employees

 

As of December 31, 2008, we had 2,959 full-time and 312 part-time employees.

 

Competition

 

Financial holding companies and their subsidiaries compete with many institutions for deposits, loans, trust services and other banking-related and financial services. We are subject to competition from less heavily regulated entities such as brokerage firms, money market funds, credit unions, consumer finance and credit card companies, and other financial services companies.

 

The Gramm-Leach-Bliley Act has liberalized many of the regulatory restrictions previously imposed on us, including our subsidiaries. Further legislative proposals are pending or may be introduced which could further affect the financial services industry. It is not possible to assess whether any of such proposals will be enacted, and if enacted, what effect such proposals would have on our competitive positions in our marketplace.

 

As a result of state and federal legislation enacted over the past 20 years, consolidation in the industry has continued at a rapid pace. Further, as a result of the relaxation of laws and regulations pertaining to branch banking in the state, and the opportunity to engage in interstate banking, consolidation within the banking industry has had a significant effect on us and our markets. At present, we compete with numerous super-regional institutions, with significantly greater resources and assets, that conduct banking business throughout the region.

 

Supervision and Regulation

 

General. We are a financial holding company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and are subject to regulation under the Bank Holding Company Act of 1956, as amended. The Bank Holding Company Act requires prior approval of an acquisition of all or substantially all of the assets of a bank or of ownership or control of voting shares of any bank if the share acquisition would give us more than 5% of the voting shares of any bank or bank holding company. It also imposes restrictions, summarized below, on the assets or voting shares of non-banking companies that we may acquire.

 

Susquehanna Bank is also subject to regulation and supervision. It is a Pennsylvania state-chartered bank subject to regulation and periodic examination by the Pennsylvania Department of Banking and the Federal Reserve Board. Susquehanna Trust & Investment Company is a Pennsylvania non-depository trust company subject to regulation and periodic examination by the Pennsylvania Department of Banking and the Federal Reserve Board. All of our subsidiaries are subject to examination by the Federal Reserve Board even if not otherwise regulated by the Federal Reserve Board, subject to certain conditions in the case of “functionally regulated subsidiaries,” such as broker/dealers and registered investment advisers.

 

Consistent with the requirements of the Bank Holding Company Act, our only lines of business in 2008 consisted of providing our customers with banking, trust and other financial products and services. These included commercial banking through Susquehanna Bank, trust and related services through Susquehanna Trust & Investment Company, consumer vehicle financing through Boston Service Company, Inc. (t/a Hann Financial Service Corp.), investment advisory, asset management, retirement plan consulting and brokerage services through Valley Forge Asset Management Corp. and Stratton Management Company, and property and casualty insurance brokerage services through The Addis Group, LLC. Of these activities, banking activities accounted for 92% of our gross revenues in 2008 and 91% of our gross revenues in 2007.

 

Regulations governing our bank subsidiary restrict extensions of credit by the bank to Susquehanna and, with some exceptions, the other Susquehanna affiliates. For these purposes, extensions of credit include loans and advances to and guarantees and letters of credit on behalf of Susquehanna and such affiliates. These regulations also restrict investments by our bank subsidiary in the stock or other securities of Susquehanna and the covered affiliates, as well as the acceptance of such stock or other securities as collateral for loans to any borrower, whether or not related to Susquehanna.

 

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Our bank subsidiary is subject to comprehensive federal and state regulations dealing with a wide variety of subjects, including reserve requirements, loan limitations, restrictions as to interest rates on loans and deposits, restrictions as to dividend payments, requirements governing the establishment of branches, and numerous other aspects of its operations. These regulations generally have been adopted to protect depositors and creditors rather than shareholders.

 

Additional Activities. Susquehanna is a “financial holding company” (an “FHC”) under the Gramm-Leach-Bliley Act (the “GLB Act”). As an FHC, we are permitted to engage, directly or through subsidiaries, in a wide variety of activities which are financial in nature or are incidental or complementary to a financial activity, in addition to all of the activities otherwise allowed to us. The additional activities permitted to us as an FHC (if we so determine to conduct them) include, among others, insurance and securities underwriting, merchant banking activities, issuing and selling annuities and securitized interests in financial assets, and engaging domestically in activities that bank holding companies previously have been permitted to engage in only overseas. It is expected that in the future, other activities will be added to the permitted list. All of these listed activities can be conducted, through an acquisition or on a start-up basis, generally without prior Federal Reserve Board approval and with only notice to the Federal Reserve Board afterward.

 

The GLB Act also generally permits well-capitalized national banks and, if state law permits, well-capitalized state chartered banks, to form or acquire financial subsidiaries to engage in most of these same activities, with the exception of certain specified activities (insurance underwriting, for example) which must be conducted only at the level of the holding company or a non-bank subsidiary of the holding company. State chartered banks in Pennsylvania are generally allowed to engage (with proper regulatory authorization) in activities that are permitted to national banks.

 

As an FHC, Susquehanna is generally subject to the same regulation as other bank holding companies, including the reporting, examination, supervision and consolidated capital requirements of the Federal Reserve Board. However, in some respects the regulation is modified as a result of FHC status. For example, Susquehanna must continue to satisfy certain conditions (discussed below) to preserve our full flexibility as an FHC. However, as an FHC, Susquehanna (unlike traditional bank holding companies) is permitted to undertake several new types of activities, and to acquire companies engaged in several additional kinds of activities, without prior Federal Reserve Board approval and with only notice to the Federal Reserve Board afterward. To preserve our FHC status, we must ensure that Susquehanna Bank remains well-capitalized and well-managed for regulatory purposes and earns “satisfactory” or better ratings on its periodic Community Reinvestment Act (“CRA”) examinations.

 

An FHC ceasing to meet these standards is subject to a variety of restrictions, depending on the circumstances. If the Federal Reserve Board determines that any of the FHC’s subsidiary depository institutions are either not well-capitalized or not well-managed, it must notify the FHC. Until compliance is restored, the Federal Reserve Board has broad discretion to impose appropriate limitations on the FHC’s activities. If compliance is not restored within 180 days, the Board may ultimately require the FHC to divest its depository institutions or in the alternative, to discontinue or divest any activities that are permitted only to non-FHC bank holding companies.

 

The potential restrictions are different if the lapse pertains to the CRA requirement. In that case, until all the subsidiary institutions are restored to at least “satisfactory” CRA rating status, the FHC may not engage, directly or through a subsidiary, in any of the additional activities permissible under the GLB Act nor make additional acquisitions of companies engaged in the additional activities. However, completed acquisitions and additional activities and affiliations previously begun are left undisturbed, as the GLB Act does not require divestiture for this type of situation.

 

Capital Adequacy. Under the risk-based capital requirements applicable to them, bank holding companies must maintain a ratio of total capital to risk-weighted assets (including the asset equivalent of certain off-balance sheet activities such as acceptances and letters of credit) of not less than 8% (10% in order to be considered

 

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“well-capitalized”). At least 4% out of the total capital (6% to be well-capitalized) must be composed of common stock, related surplus, retained earnings, qualifying perpetual preferred stock and minority interests in the equity accounts of certain consolidated subsidiaries, after deducting goodwill and certain other intangibles (“tier 1 capital”). The remainder of total capital (“tier 2 capital”) may consist of certain perpetual debt securities, mandatory convertible debt securities, hybrid capital instruments and limited amounts of subordinated debt, qualifying preferred stock, allowance for loan and lease losses, allowance for credit losses on off-balance-sheet credit exposures, and unrealized gains on equity securities.

 

At December 31, 2008, our tier 1 capital and total capital (i.e., tier 1 plus tier 2) ratios were 11.17% and 13.52%, respectively.

 

The Federal Reserve Board has also established minimum leverage ratio guidelines for bank holding companies. These guidelines mandate a minimum leverage ratio of tier 1 capital to adjusted quarterly average total assets less certain amounts (“leverage amounts”) equal to 3% for bank holding companies meeting certain criteria (including those having the highest regulatory rating). All other banking organizations are generally required to maintain a leverage ratio of at least 3% plus an additional cushion of at least 100 basis points and in some cases more. The Federal Reserve Board’s guidelines also provide that bank holding companies experiencing internal growth or making acquisitions are expected to maintain capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the guidelines indicate that the Federal Reserve Board will continue to consider a “tangible tier 1 leverage ratio” (i.e., after deducting all intangibles) in evaluating proposals for expansion or new activities. The Federal Reserve Board has not advised us of any specific minimum leverage ratio applicable to us. At December 31, 2008, our leverage ratio was 9.92%.

 

Susquehanna Bank is subject to similar capital standards promulgated by the Federal Reserve Board. The Federal Reserve Board has not advised it of any specific minimum leverage ratios applicable to it.

 

The federal bank regulatory agencies’ risk-based capital guidelines for years have been based upon the 1988 capital accord (“Basel I”) of the Basel Committee on Banking Supervision, a committee of central bankers and bank supervisors from the major industrialized countries. This body develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply. In 2004, it proposed a new capital adequacy framework (“Basel II”) for large, internationally active banking organizations to replace Basel I. Basel II was designed to produce a more risk-sensitive result than its predecessor. However, certain portions of Basel II entail complexities and costs that were expected to preclude their practical application to the majority of U.S. banking organizations that lack the economies of scale needed to absorb the associated expenses.

 

Effective April 1, 2008, the U.S. federal bank regulatory agencies adopted Basel II for application to certain banking organizations in the United States. The new capital adequacy framework apply to organizations that: (i) have consolidated assets of at least $250 billion; or (ii) have consolidated total on-balance sheet foreign exposures of at least $10 billion; or (iii) are eligible to, and elect to, opt-in to the new framework even though not required to do so under clause (i) or (ii) above; or (iv) as a general matter, are subsidiaries of a bank or bank holding company that uses the new rule. During a two-year phase in period, organizations required or electing to apply Basel II will report their capital adequacy calculations separately under both Basel I and Basel II on a “parallel run” basis. Implementation of Basel II may be delayed, or Basel II may be modified to address issues related to the financial crisis of 2008.

 

Given the high thresholds noted above, Susquehanna is not required to apply Basel II and does not expect to apply it in the foreseeable future. No determination has been made as to whether we will be eligible, and if so will elect, to apply Basel II at the first opportunity or at some future point. The U.S. federal bank regulatory agencies issued a separate proposal in December 2006 that would modify the existing Basel I framework applicable to the vast majority of U.S. banking organizations not required or electing to use the new Basel II program. The goal of this separate proposal would be to provide a more risk-sensitive capital regime for those

 

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organizations and to address concerns that the new Basel II framework would otherwise present significant competitive advantages for the largest participants in the U.S. banking industry.

 

Prompt Corrective Action. The Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA, requires the federal regulators to take prompt corrective action against any undercapitalized institution. FDICIA establishes five capital categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Well-capitalized institutions significantly exceed the required minimum level for each relevant capital measure. Adequately capitalized institutions include depository institutions that meet but do not significantly exceed the required minimum level for each relevant capital measure. Undercapitalized institutions consist of those that fail to meet the required minimum level for one or more relevant capital measures. Significantly undercapitalized characterizes depository institutions with capital levels significantly below the minimum requirements for any relevant capital measure. Critically undercapitalized refers to depository institutions with minimal capital and at serious risk for government seizure.

 

Under certain circumstances, a well-capitalized, adequately capitalized or undercapitalized institution may be treated as if the institution were in the next lower capital category. A depository institution is generally prohibited from making capital distributions, including paying dividends, or paying management fees to a holding company if the institution would thereafter be undercapitalized. Institutions that are adequately capitalized but not well-capitalized cannot accept, renew or roll over brokered deposits except with a waiver from the Federal Deposit Insurance Corporation (“FDIC”) and are subject to restrictions on the interest rates that can be paid on such deposits. Undercapitalized institutions may not accept, renew or roll over brokered deposits.

 

The federal bank regulatory agencies are permitted or, in certain cases, required to take certain actions with respect to institutions falling within one of the three undercapitalized categories. Depending on the level of an institution’s capital, the agency’s corrective powers include, among other things:

 

   

prohibiting the payment of principal and interest on subordinated debt;

 

   

prohibiting the holding company from making distributions without prior regulatory approval;

 

   

placing limits on asset growth and restrictions on activities;

 

   

placing additional restrictions on transactions with affiliates;

 

   

restricting the interest rate the institution may pay on deposits;

 

   

prohibiting the institution from accepting deposits from correspondent banks; and

 

   

in the most severe cases, appointing a conservator or receiver for the institution.

 

A banking institution that is undercapitalized is required to submit a capital restoration plan, and such a plan will not be accepted unless, among other things, the banking institution’s holding company guarantees the plan up to a certain specified amount. Any such guarantee from a depository institution’s holding company is entitled to a priority of payment in bankruptcy. As of December 31, 2008, Susquehanna Bank exceeded the required capital ratios for classification as “well capitalized.”

 

Federal Deposit Insurance. Under the Federal Deposit Insurance Reform Act of 2005, the FDIC adopted a new risk-based premium system for FDIC deposit insurance, providing for quarterly assessments of FDIC insured institutions based on their respective rankings in one of four risk categories depending upon their examination ratings and capital ratios. Beginning in 2007, well-capitalized institutions with certain “CAMELS” ratings (under the Uniform Financial Institutions Examination System adopted by the Federal Financial Institutions Examination Council) were grouped in Risk Category I and were assessed for deposit insurance premiums at an annual rate, with the assessment rate for the particular institution to be determined according to a formula based on a weighted average of the institution’s individual CAMELS component ratings plus either a set of financial ratios or the average ratings of its long-term debt. Institutions in Risk Categories II, III and IV are assessed premiums at progressively higher rates.

 

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On November 21, 2008, following a determination by the Secretary of the Treasury that systemic risk existed in the nation’s financial sector, the FDIC Board of Directors adopted a new program to strengthen confidence and encourage liquidity in the banking system by guaranteeing newly issued senior unsecured debt of banks, thrifts, and certain holding companies, and by providing full coverage of noninterest-bearing deposit transaction accounts, regardless of dollar amount (the “Temporary Liquidity Guarantee Program” (“TLGP”)). Susquehanna Bank is eligible to participate in both facets of the TLGP. A 10 basis-point annual rate surcharge will be applied to noninterest-bearing transaction deposit amounts over $250,000 in an account. Banks will not be assessed on amounts that are otherwise insured. Susquehanna Bank currently does not plan to issue any senior unsecured debt under the TLGP.

 

After the passage of the Emergency Economic Stabilization Act of 2008 (the “EESA”), the FDIC also increased deposit insurance for all deposit accounts up to $250,000 per account as of October 3, 2008 and ending December 31, 2009. On December 16, 2008, the FDIC Board of Directors determined deposit insurance assessment rates for the first quarter of 2009. Risk Category I Institutions, such as Susquehanna Bank, were assessed at a rate of between 12 and 14 basis points, for every $100 of deposits, an increase from last year’s rate range of 5 to 7 basis points. Effective April 1, 2009, the FDIC will change the way its assessment system differentiates for risk, making corresponding changes to assessment rates beginning with the second quarter of 2009, and make certain technical and other changes to these rules. The increase in deposit insurance described above, as well as the recent increase and anticipated additional increase in the number of bank failures, is expected to result in an increase in deposit insurance assessments for all banks, including Susquehanna Bank. The FDIC is required by law to return the insurance reserve ratio to a 1.15 percent ratio no later than the end of 2013. Recent failures caused that ratio to fall to 0.76 percent as of September 30, 2008.

 

Source of Strength Doctrine. Under Federal Reserve Board policy and regulation, a bank holding company must serve as a source of financial and managerial strength to each of its subsidiary banks and is expected to stand prepared to commit resources to support each of them. Consistent with this, the Federal Reserve Board has stated that, as a matter of prudent banking, a bank holding company should generally not maintain a given rate of cash dividends unless its net income available to common shareholders has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears to be consistent with the organization’s capital needs, asset quality, and overall financial condition.

 

Interstate Banking and Branching. Under the Pennsylvania Banking Code of 1965, there is no limit on the number of banks that may be owned or controlled by a Pennsylvania-based bank holding company and Susquehanna Bank may branch freely throughout the Commonwealth and, with Department of Banking approval, elsewhere in the United States and abroad.

 

Substantially all state law barriers to the acquisition of banks by out-of-state bank holding companies have been eliminated. In addition, the federal banking agencies are generally permitted to approve merger transactions resulting in the creation of branches by banks outside their home states if the host state into which they propose to branch has enacted authorizing legislation. Liberalizing of the branching laws has had the effect of increasing competition within the markets in which we now operate.

 

USA Patriot Act of 2001. A major focus of governmental policy applicable to financial institutions in recent years has been the effort to combat money laundering and terrorism financing. The USA Patriot Act of 2001 was enacted to strengthen the ability of the U.S. law enforcement and intelligence communities to achieve this goal. The Act requires financial institutions, including our banking and broker-dealer subsidiaries, to assist in the prevention, detection and prosecution of money laundering and the financing of terrorism. The Act established standards to be followed by institutions in verifying client identification when accounts are opened and provides rules to promote cooperation among financial institutions, regulators and law enforcement organizations in identifying parties that may be involved in terrorism or money laundering.

 

Regulation of Non-bank Subsidiaries. In addition to Susquehanna Trust & Investment Company, we have other primary non-bank subsidiaries whose activities subject them to licensing and regulation. Boston Service

 

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Company, Inc. (t/a Hann Financial Service Corp.) is organized under the laws of New Jersey. It is regulated by Connecticut as a motor vehicle leasing company, by Delaware as a finance or small loan agency and a motor vehicle lessor, and by New Jersey and Pennsylvania as a sales finance company. Valley Forge Asset Management Corp. is organized under the laws of Pennsylvania. It is registered with the Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940. It is also a registered broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). It is also licensed with 25 states as an investment advisor, 24 states as a broker-dealer, and has a firm insurance license with three states. Stratton Management Company is licensed as an investment advisor with the SEC and 17 states. The Addis Group, LLC is organized under the laws of Pennsylvania. It is licensed with the Pennsylvania Insurance Commissioner and the insurance commissioners of 47 other states.

 

Privacy. Title V of the GLB Act is intended to increase the level of privacy protection afforded to customers of financial institutions, including customers of the securities and insurance affiliates of such institutions, partly in recognition of the increased cross-marketing opportunities created by the GLB Act’s elimination of many of the boundaries previously separating various segments of the financial services industry. Among other things, these provisions require institutions to have in place administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information, to protect against anticipated threats or hazards to the security or integrity of such records, and to protect against unauthorized access to or use of such records that could result in substantial harm or inconvenience to a customer. The GLB Act also requires institutions to furnish consumers at the outset of the relationship and annually thereafter written disclosures concerning the institution’s privacy policies.

 

EESA. Turmoil in the nation’s financial sector during 2008 resulted in the passage of the EESA and the adoption of several programs by the U.S. Department of the Treasury, as well as several actions by the Federal Reserve Board. One such program under the Treasury Department’s Troubled Asset Relief Program (“TARP”) was action by Treasury to make significant investments in U.S. financial institutions through the Capital Purchase Program (“CPP”). The Treasury’s stated purpose in implementing the CPP was to improve the capitalization of healthy institutions, which would improve the flow of credit to businesses and consumers, and boost the confidence of depositors, investors, and counterparties alike. All federal banking and thrift regulatory agencies encouraged eligible institutions to participate in the CPP.

 

We applied for, and the Department of the Treasury approved, a capital purchase in the amount of $300 million. We entered into a Letter Agreement with the Treasury, pursuant to which we issued and sold to the Treasury for an aggregate purchase price of $300 million in cash: (i) 300,000 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share, having a liquidation preference of $1,000 per share; and (ii) a ten-year warrant to purchase up to 3,028,264 shares of our common stock, at an initial exercise price of $14.86 per share, subject to certain anti-dilution and other adjustments. The TARP transaction closed on December 12, 2008.

 

The Federal Reserve has also developed an Asset-Backed Commercial Paper Money Market Fund Liquidity Facility (“AMLF”) and the Commercial Paper Funding Facility (“CPFF”). The AMLF provides loans to depository institutions to purchase asset-backed commercial paper from money market mutual funds. The CPFF provides a liquidity backstop to U.S. issuers of commercial paper. These facilities are presently authorized through April 30, 2009. We have not made use of either of these facilities and presently have no intentions of using them in the future.

 

Future Legislation. From time to time, various legislation is introduced in Congress and state legislatures with respect to the regulation of financial institutions. It is anticipated that the 111th Congress will consider legislation affecting financial institutions in its upcoming session. Such legislation may change banking statutes and our operating environment or that of our subsidiaries in substantial and unpredictable ways. We cannot determine the ultimate effect that potential legislation, if enacted, or any regulations issued to implement it, would have upon our financial condition or results of operations.

 

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National Monetary Policy. In addition to being affected by general economic conditions, the earnings and growth of Susquehanna and our subsidiaries are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market operations in U.S. Government securities, adjustments of the discount rate, and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments, and deposits. Their use also affects interest rates charged on loans or paid on deposits.

 

The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our future business, earnings, and growth cannot be predicted.

 

Executive Officers

 

As of December 31, 2008, the executive officers of Susquehanna, their ages and their positions with Susquehanna, are set forth in the following table:

 

Name

   Age   

Title

William J. Reuter

   59    Chairman of the Board and Chief Executive Officer

Eddie L. Dunklebarger

   54    President and Chief Operating Officer

Drew K. Hostetter

   54    Executive Vice President, Treasurer and Chief Financial Officer

Edward Balderston, Jr.

   61    Executive Vice President and Chief Administrative Officer

Michael M. Quick

   60    Executive Vice President and Chief Corporate Credit Officer

James G. Pierné

   57    Executive Vice President

Jeffrey M. Seibert

   49    Executive Vice President

Peter J. Sahd

   49    Senior Vice President and Group Executive

Bernard A. Francis, Jr.

   58    Senior Vice President and Group Executive

Rodney A. Lefever

   42    Senior Vice President and Chief Technology Officer

Lisa M. Cavage

   44    Senior Vice President, Secretary and Counsel

Edward J. Wydock

   52    Senior Vice President and Chief Risk Officer

Joseph R. Lizza

   50    Senior Vice President

Michael M. Hough

   44    Senior Vice President

John H. Montgomery

   46    Senior Vice President

 

William J. Reuter has been a Director of Susquehanna since 1999 and became Chairman of the Board in May 2002. He has been Chief Executive Officer since May 2001. From January 2000 until June 2008, he was also President. From January 1998 until he was named President, he was Senior Vice President. He has also been Chairman of the Board of Susquehanna Bank (including its predecessors, Susquehanna Bank PA and Farmers First Bank) since March 2001, Boston Service Company, Inc. (t/a Hann Financial Service Corp.) since February 2000, Valley Forge Asset Management Corp. since March 2000, and The Addis Group, LLC since September 2002. He has been a Director of Stratton Management Company and Semper Trust Company since May 2008.

 

Eddie L. Dunklebarger has been a Director of Susquehanna since November 2007. He was named President and Chief Operating Officer in June 2008. From November 2007 until he was named President and Chief Operating Officer, he was Vice Chairman of the Board and an Executive Vice President. He has also been a Director of Susquehanna Bank (including its predecessor Susquehanna Bank PA) since November 2007 and has served as its President and Chief Executive Officer since April 2008. From 1998 to 2007, he served as a Director of Community Banks, Inc. and was elected Chairman of Community’s Board in 2002. From 1998 to 2007, he also served as President and Chief Executive Officer of Community, and from 1999 to 2007, he also served as President and Chief Executive Officer of Community’s subsidiary bank.

 

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Drew K. Hostetter was appointed Executive Vice President in May 2001 and has been Treasurer and Chief Financial Officer since 1998. From January 2000 until his appointment as Executive Vice President, he was Senior Vice President. He has also been Chairman of Hann Financial Service Corp. since February 2004.

 

Edward Balderston, Jr. was appointed Executive Vice President and Chief Administrative Officer in June 2004. From May 2001 until his appointment as Executive Vice President and Chief Administrative Officer, he was Senior Vice President and Group Executive. From May 1998 until his appointment as Senior Vice President and Group Executive, he was Vice President in Charge of Marketing and Human Resources.

 

Michael M. Quick was appointed Executive Vice President and Chief Corporate Credit Officer in July 2007. From May 2005 until his appointment as Executive Vice President and Chief Corporate Credit Officer, he was Executive Vice President and Group Executive. From June 2004 until his appointment as Executive Vice President and Group Executive, he was Senior Vice President and Group Executive. From May 2001 until his appointment as Senior Vice President and Group Executive, he was Vice President and Group Executive. From June 2006 until October 2008, he was Chairman of Susquehanna Bank DV (including its predecessor Susquehanna Patriot Bank). From November 2005 until he was appointed Chairman of Susquehanna Bank DV, he was Chairman and Chief Executive Officer of Susquehanna Patriot Bank. From June 2004 until his appointment as Chairman and Chief Executive Officer of Susquehanna Patriot Bank, he was Chairman of Susquehanna Patriot Bank. From March 1998 until his appointment as Chairman of Susquehanna Patriot Bank, he was President and Chief Executive Officer of Equity Bank, N.A.

 

James G. Pierné was appointed Executive Vice President and Group Executive in May 2007. From June 2004 until his appointment as Executive Vice President and Group Executive, he was Senior Vice President and Group Executive. From May 2001 until his appointment as Senior Vice President and Group Executive, he was Vice President and Group Executive. He was appointed Managing Director – Retail Banking Services/Marketing of Susquehanna Bank in October 2008. From March 2002 until October 2008, he was Chairman, President and Chief Executive Officer of Susquehanna Bank (including its predecessor, Farmers & Merchants Bank and Trust). From March 2000 to March 2002, he also served as President and Chief Executive Officer of Farmers & Merchants Bank and Trust. From March 1999 until his appointment as President and Chief Executive Officer, he was Executive Vice President of Farmers & Merchants Bank and Trust. From 1993 until his appointment as Executive Vice President, he was Senior Vice President of Farmers & Merchants Bank and Trust.

 

Jeffrey M. Seibert was appointed Executive Vice President in June 2008. He was appointed Managing Director – Commercial/Business Banking Services of Susquehanna Bank in October 2008. From November 2007 until his appointment as Managing Director, he was the Chief Operating Officer of Susquehanna Bank PA. From March 1994 until his appointment as Chief Operating Officer, he was Executive Vice President, Managing Director of Banking Services, Chief Credit Officer and Senior Lender of CommunityBanks.

 

Peter J. Sahd was appointed Senior Vice President and Group Executive in June 2004. From May 2001 until his appointment as Senior Vice President and Group Executive, he was Vice President and Group Executive. From April 1999 until his appointment as Vice President and Group Executive, he was Director — Alternative Delivery Services. Prior to joining Susquehanna, Mr. Sahd served as Senior Vice President, Operations, of Fulton Bank from August 1994 until April 1999.

 

Bernard A. Francis, Jr. was appointed Senior Vice President and Group Executive in May 2005. From June 2004 until his appointment as Senior Vice President and Group Executive, he was Vice President. He has also been President and Chief Executive Officer of Valley Forge Asset Management Corp. since March 2000, Chief Investment Officer of Susquehanna Trust & Investment Company since November 2001, Chairman of the Board of Stratton Management Company since April 2008, Chairman of the Board of Semper Trust Company since April 2008 and a Director of Stratton Funds, Inc. since April 2008.

 

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Rodney A. Lefever was appointed Senior Vice President and Chief Technology Officer in June 2004. From May 2002 until his appointment as Senior Vice President and Chief Technology Officer, he was Vice President and Chief Technology Officer. From April 2001 until his appointment as Vice President and Chief Technology Officer, he was Chief Technology Officer. Prior to joining Susquehanna, he served as Director, Earthlink Everywhere, Earthlink, Inc. from September 2000 until April 2001, as the President of New Business Development, OneMain.com Inc. from December 1999 until September 2000 and as the President of D&E Supernet (and its predecessors) from March 1995 until December 1999.

 

Lisa M. Cavage was appointed Senior Vice President in May 2005. From May 2001 until her appointment as Senior Vice President, she was Vice President. She has been Counsel to Susquehanna since March 1998.

 

Edward J. Wydock was appointed Senior Vice President and Chief Risk Officer in May 2007. From May 2002 until his appointment as Senior Vice President and Chief Risk Officer, he served as Vice President and Chief Audit Executive. Prior to joining Susquehanna, he served as Director of Internal Audit and Risk Consulting at PricewaterhouseCoopers LLP from March 1997 to May 2002.

 

Joseph R. Lizza was appointed Senior Vice President and Group Executive in April 2007. He was appointed Managing Director — DV Division of Susquehanna Bank in October 2008. From July 2006 until his appointment as Managing Director, he served as President and Chief Executive Officer of Susquehanna Bank DV (including its predecessor, Susquehanna Patriot Bank). From July 2006 until his appointment as Senior Vice President, he served as Vice President of Susquehanna. From April 2005 until his appointment as President and Chief Executive Officer of Susquehanna Patriot Bank, he was Senior Executive Vice President — Risk Management of Susquehanna Bank. From February 2000 until his appointment as Senior Executive Vice President — Risk Management of Susquehanna Bank, he was President and Chief Executive Officer of Susquehanna Bank.

 

Michael M. Hough was appointed Senior Vice President in June 2008. He was appointed Managing Director — Maryland Division of Susquehanna Bank in October 2008. From May 2007 until his appointment as Managing Director, he served as President and Chief Operating Officer of Susquehanna Bank. From 2005 until his appointment as President and Chief Operating Officer, he was Senior Executive Vice President of Susquehanna Bank. From 2003 until his appointment as Senior Executive Vice President, he was Executive Vice President of Farmers & Merchants Bank and Trust Company.

 

John H. Montgomery was appointed Senior Vice President in June 2008. He was appointed Managing Director – Pennsylvania Division of Susquehanna Bank in October 2008. From November 2007 until his appointment as Managing Director, he served as Senior Vice President and Regional Executive of Susquehanna Bank PA. From September 2005 until his appointment as Senior Vice President and Regional Executive, he was Senior Vice President of Susquehanna Bank PA’s Business Banking and Agricultural Banking division. From November 1996 until he joined Susquehanna, he served in various positions with CommunityBanks and its predecessors, most recently as Senior Vice President and Regional President.

 

There are no family relationships among the executive officers of Susquehanna. The executive officers are elected or appointed by the Board of Directors of Susquehanna and serve until the appointment or election and qualification of their successor or their earlier death, resignation or removal. There are no arrangements or understandings between any of them and any other person pursuant to which any of them was selected an officer of Susquehanna.

 

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Item 1A. Risk Factors

 

Recent Market, Legislative and Regulatory Events.

 

Difficult conditions in the capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.

 

Our results of operations are materially affected by conditions in the capital markets and the economy generally. The capital and credit markets have been experiencing extreme volatility and disruption for more than twelve months at unprecedented levels. In many cases, these markets have produced downward pressure on stock prices of, and credit availability to, certain companies without regard to those companies’ underlying financial strength.

 

Recently, concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining U.S. real estate market have contributed to increased volatility and diminished expectations for the economy and the capital and credit markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, have precipitated an economic slowdown and national recession. In addition, the fixed-income markets are experiencing a period of extreme volatility which has negatively impacted market liquidity conditions. Initially, the concerns on the part of market participants were focused on the subprime segment of the mortgage-backed securities market. However, these concerns have since expanded to include a broad range of mortgage-and asset-backed and other fixed income securities, including those rated investment grade, the U.S. and international credit and interbank money markets generally, and a wide range of financial institutions and markets, asset classes and sectors. As a result, the market for fixed income instruments has experienced decreased liquidity, increased price volatility, credit downgrade events, and increased probability of default. Securities that are less liquid are more difficult to value and may be hard to dispose of. Domestic and international equity markets have also been experiencing heightened volatility and turmoil, with issuers (such as our company) that have exposure to the real estate, mortgage, automobile and credit markets particularly affected. These events and the continuing market upheavals may have an adverse effect on us, in part because we have a large investment portfolio and also because we are dependent upon customer behavior. Our revenues are likely to decline in such circumstances, and our profit margins could erode. In addition, in the event of extreme and prolonged market events, such as the global credit crisis, we could incur significant losses. Even in the absence of a market downturn, we are exposed to substantial risk of loss due to market volatility.

 

Factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, and inflation all affect the business and economic environment and, ultimately, the amount and profitability of our business. In an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, the demand for our financial products could be adversely affected. Adverse changes in the economy could affect earnings negatively and could have a material adverse effect on our business, results of operations and financial condition. The current mortgage crisis and economic slowdown has also raised the possibility of future legislative and regulatory actions in addition to the recent enactment of the EESA that could further impact our business. We cannot predict whether or when such actions may occur, or what impact, if any, such actions could have on our business, results of operations and financial condition.

 

There can be no assurance that actions of the U.S. government, Federal Reserve and other governmental and regulatory bodies for the purpose of stabilizing the financial markets will achieve the intended effect.

 

In response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, on October 3, 2008, President Bush signed the EESA into law. Pursuant to the EESA, the Treasury has the authority to utilize up to $700 billion to purchase distressed assets from financial institutions or infuse capital into financial institutions for the purpose of stabilizing the financial markets. The Treasury announced the CPP under the EESA pursuant to which it has purchased and will continue to purchase senior preferred stock in participating financial institutions. There can be no assurance,

 

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however, as to the actual impact that the EESA, including the CPP and the Treasury’s Troubled Asset Repurchase Program, will have on the financial markets or on us. The failure of these programs to help stabilize the financial markets and a continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our common stock.

 

The federal government, Federal Reserve and other governmental and regulatory bodies have taken or are considering taking other actions to address the financial crisis. There can be no assurance as to what impact such actions will have on the financial markets, including the extreme levels of volatility currently being experienced. Such continued volatility could materially and adversely affect our business, financial condition and results of operations, or the trading price of our common stock.

 

The soundness of other financial institutions could adversely affect us.

 

Our ability to engage in funding transactions could be adversely affected by the actions and failure of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. As a result, defaults by, or even questions or rumors about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. Losses related to these credit risks could materially and adversely affect our results of operations or earnings.

 

We may be required to pay significantly higher Federal Deposit Insurance Corporation (FDIC) premiums in the future.

 

Recent insured institution failures, as well as deterioration in banking and economic conditions, have significantly increased FDIC loss provisions, resulting in a decline in the designated reserve ratio to historical lows. The FDIC expects a higher rate of insured institution failures in the next few years compared to recent years; thus, the reserve ratio may continue to decline. In addition, the EESA temporarily increased the limit on FDIC coverage to $250,000 through December 31, 2009. These developments will cause the premiums assessed to us by the FDIC to increase.

 

On December 16, 2008, the FDIC Board of Directors determined deposit insurance assessment rates for the first quarter of 2009. Our assessment rate will increase from 5 to 7 basis points per $100 of deposits to approximately 12 to 14 basis points beginning in 2009, which will result in an increase in our expected premium of at least $12.0 million. Effective April 1, 2009, the FDIC will modify the way its assessment system differentiates risk, making corresponding changes to assessment rates beginning with the second quarter of 2009. Potentially higher FDIC assessment rates and special assessments could have an adverse impact on our results of operations.

 

Recent negative developments in the financial industry and the credit markets may subject us to additional regulation.

 

As a result of the recent global financial crisis, the potential exists for new federal or state laws and regulations regarding lending and funding practices and liquidity standards to be promulgated, and bank regulatory agencies are expected to be active in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement orders. Negative developments in the financial industry and the domestic and international credit markets, and the impact of new legislation in response to those developments, may negatively impact our operations by restricting our business operations, including our ability to originate or sell loans, and may adversely impact our financial performance.

 

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Our future growth may require us to raise additional capital in the future, but that capital may not be available when it is needed.

 

We are required by regulatory authorities to maintain adequate levels of capital to support our operations. We anticipate that our current capital levels will satisfy our regulatory requirements for the foreseeable future. We may at some point, however, need to raise additional capital to support our continued growth. Our ability to raise additional capital will depend, in part, on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we may be unable to raise additional capital, if and when needed, on terms acceptable to us, or at all. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired. In addition, if we decide to raise additional equity capital, your interest could be diluted.

 

A prolonged economic downturn, especially one affecting our geographic market areas, could reduce our customer base, our level of deposits and demand for financial products, such as loans.

 

We are in uncertain economic times, including uncertainty with respect to financial markets that have been volatile as a result of sub-prime mortgage related and other matters. Our success significantly depends upon the growth in population, income levels, deposits and housing starts in our geographic markets. If the communities in which we operate do not grow, or if prevailing economic conditions locally or nationally are unfavorable, our business may not succeed. A prolonged economic downturn would likely contribute to the deterioration of the credit quality of our loan portfolio and reduce our level of customer deposits, which in turn would hurt our business. If the current economic downturn in the economy as a whole, or in our geographic market areas, continues for a prolonged period, borrowers may be less likely to repay their loans as scheduled or at all. Moreover, the value of real estate or other collateral that may secure our loans could be adversely affected. Unlike many larger institutions, we are not able to spread the risks of unfavorable local economic conditions across a large number of diversified economies and geographic locations. A prolonged economic downturn could, therefore, result in losses that could materially and adversely affect our business.

 

Business and Industry Risks

 

We may not be able to continue to grow our business, which may adversely impact our results of operations.

 

Our total assets have grown from approximately $7.5 billion at December 31, 2004, to $13.7 billion at December 31, 2008. Our business strategy calls for continued expansion. Our ability to continue to grow depends, in part, upon our ability to open new branch locations, successfully attract deposits, identify favorable loan and investment opportunities, and acquire other bank and non-bank entities. In the event that we do not continue to grow, our results of operations could be adversely impacted.

 

Our ability to grow successfully will depend on whether we can continue to fund this growth while maintaining cost controls and asset quality, as well as on factors beyond our control, such as national and regional economic conditions and interest rate trends. If we are not able to control costs and maintain asset quality, such growth could adversely impact our earnings and financial condition.

 

Geographic concentration in one market may unfavorably impact our operations.

 

Substantially all of our business is with customers located within Pennsylvania, Maryland, and New Jersey and our operations are heavily concentrated in the Mid-Atlantic region. As a result of this geographic concentration, our results depend largely on economic conditions in these and surrounding areas. Deterioration in economic conditions in this market could:

 

   

increase loan delinquencies;

 

   

increase problem assets and foreclosures;

 

   

increase claims and lawsuits;

 

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decrease the demand for our products and services; and

 

   

decrease the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with nonperforming loans and collateral coverage.

 

Generally, we make loans to small to mid-sized businesses whose success depends on the regional economy. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. Adverse economic and business conditions in our market area could reduce our growth rate, affect our borrowers’ ability to repay their loans and, consequently, adversely affect our financial condition and performance. For example, we place substantial reliance on real estate as collateral for our loan portfolio. A sharp downturn in real estate values in our market area could leave many of our loans inadequately collateralized. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings could be adversely affected.

 

Our issuance of securities to the Treasury may limit our ability to return capital to our shareholders and is dilutive to the holders of our common stock and may result in other restrictions to our operations.

 

In connection with our sale of $300 million of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share (“Preferred Stock”) to the Treasury on December 12, 2008, we also issued to the Treasury a warrant to purchase approximately 3 million shares of our common stock. The terms of the transaction with the Treasury will result in limitations on our ability to pay dividends and repurchase our shares. Until December 12, 2011 or until the Treasury no longer hold any shares of the Preferred Stock, we will not be able to increase dividends above current level nor repurchase any of our shares without the approval of the Treasury, with limited exceptions, most significantly purchases in connection with benefit plans. In addition, we will not be able to pay any dividends at all on our common stock unless we are current on our dividend payments on the Preferred Stock. These restrictions, as well as the dilutive impact of the warrant, may have a negative effect on the market price of our common stock.

 

In addition, we are required to pay cumulative dividends at a rate of 5% per annum for the first five years, and thereafter at a rate of 9% per annum. Depending on our financial condition at the time, this increase in dividends on the Preferred Stock could have a negative effect on our liquidity.

 

The securities issued to the Treasury may also subject us to additional restrictions or modifications in the terms of the agreements. For instance, in February 2009, legislation was signed that may result in changes in those terms.

 

Loss of certain of our key officers would adversely affect our business.

 

Our future operating results are substantially dependent on the continued service of William J. Reuter, our Chairman and Chief Executive Officer; Eddie L. Dunklebarger, our President and Chief Operating Officer; Drew K. Hostetter, our Executive Vice President and Chief Financial Officer; Michael M. Quick, our Executive Vice President and Chief Corporate Credit Officer, and Bernard A. Francis, Jr., our Senior Vice President and Group Executive. The loss of the services of Messrs. Reuter, Dunklebarger, Hostetter, Quick and Francis would have a negative impact on our business because of their expertise and years of industry experience. In addition, the loss of the services of Mr. Reuter would have a negative impact on our business because of his leadership, business development skills and community involvement. We do not maintain key man life insurance on Messrs. Reuter, Dunklebarger, Hostetter, Quick or Francis.

 

Our exposure to credit risk, because we focus on commercial lending, could adversely affect our earnings and financial condition.

 

There are certain risks inherent in making loans. These risks include interest rate changes over the time period in which loans may be repaid, risks resulting from changes in the economy, risks inherent in dealing with borrowers and, in the case of a loan backed by collateral, risks resulting from uncertainties about the future value of the collateral.

 

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Commercial loans, including commercial real estate, are generally viewed as having a higher credit risk than residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of default during an economic downturn. Our consolidated commercial lending operations include commercial, financial and agricultural lending, real estate construction lending, and commercial mortgage lending, which comprised 22.4%, 13.6% and 29.8% of our total loan portfolio, respectively, as of December 31, 2008. Construction financing typically involves a higher degree of credit risk than commercial mortgage lending. Risk of loss on a construction loan depends largely on the accuracy of the initial estimate of the property’s value at completion of construction compared to the estimated cost (including interest) of construction. If the estimated property value proves to be inaccurate, the loan may be inadequately collateralized.

 

Because our loan portfolio contains a significant number of commercial real estate, commercial and industrial loans, and construction loans, the deterioration of these loans may cause a significant increase in nonperforming loans. An increase in nonperforming loans could cause an increase in loan charge-offs and a corresponding increase in the provision for loan losses, which could adversely impact our financial condition and results of operations.

 

If our allowance for loan and lease losses is not sufficient to cover actual loan and lease losses, our earnings would decrease.

 

In an attempt to mitigate any loan and lease losses that we may incur, we maintain an allowance for loan and lease losses based on, among other things, national and regional economic conditions, historical loss experience, and delinquency trends. However, we cannot predict loan and lease losses with certainty, and we cannot assure you that charge-offs in future periods will not exceed the allowance for loan and lease losses. If charge-offs exceed our allowance, our earnings would decrease. In addition, regulatory agencies, as an integral part of their examination process, review our allowance for loan and lease losses and may require additions to the allowance based on their judgment about information available to them at the time of their examination. Factors that require an increase in our allowance for loan and lease losses could reduce our earnings.

 

Changes in interest rates may adversely affect our earnings and financial condition.

 

Our net income depends primarily upon our net interest income. Net interest income is income that remains after deducting, from total income generated by earning assets, the interest expense attributable to the acquisition of the funds required to support earning assets. Income from earning assets includes income from loans, investment securities and short-term investments. The amount of interest income is dependent on many factors including the volume of earning assets, the general level of interest rates, the dynamics of the change in interest rates, and the levels of nonperforming loans. The cost of funds varies with the amount of funds necessary to support earning assets, the rates paid to attract and hold deposits, rates paid on borrowed funds and the levels of non-interest-bearing demand deposits and equity capital.

 

Different types of assets and liabilities may react differently, and at different times, to changes in market interest rates. We expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities. That means either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets, an increase in market rates of interest could reduce our net interest income. Likewise, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce our net interest income. We are unable to predict changes in market interest rates, which are affected by many factors beyond our control, including inflation, recession, unemployment, money supply, domestic and international events, and changes in the United States and other financial markets.

 

We attempt to manage risk from changes in market interest rates, in part, by controlling the mix of interest- rate-sensitive assets and interest-rate-sensitive liabilities. However, interest-rate risk management techniques are not exact. A rapid increase or decrease in interest rates could adversely affect our results of operations and financial performance.

 

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If we are not able to securitize assets, it could negatively affect our liquidity and capital ratios.

 

We use the securitization of financial assets as a source of funding and a means to manage capital. It is part of our core business. If we are not able to securitize these assets for any reason, including, without limitation, market conditions, a failure to maintain our investment-grade senior unsecured long-term debt ratings, or regulatory changes, it could negatively affect our capital ratios and require us to rely more heavily on other sources of funding such as repos, brokered deposits, the Federal Reserve Discount Window and Federal Home Loan Bank (“FHLB”) borrowings. As of December 31, 2008, the lack of securitization markets has not been detrimental to our liquidity or our capital ratios.

 

Adverse business conditions in our vehicle leasing subsidiary could adversely affect our financial performance.

 

Through our subsidiary, Boston Service Company, Inc. (t/a Hann Financial Service Corp.), we are involved in the vehicle leasing business. In 2007 and 2008, Hann suffered a decrease in its vehicle origination, servicing, and securitization fees, due primarily to decreased lease origination volumes. We believe that the reduction in volume principally resulted from the downturn in the economy and special financing offers provided by the major automobile manufacturers.

 

If the downturn in the economy and these special financing offers were to continue in 2009, our financial performance could be negatively impacted. Additionally, in 2005, vehicle residual value expense at Hann increased significantly based upon service agreements with Auto Lenders Liquidation Center, Inc., a third party residual value guarantor. Under the terms of these servicing agreements, vehicle residual value expense was substantially less in 2006, 2007 and 2008 and will have a moderate increase in 2009. For 2010 and 2011, vehicle residual value expense should remain the same as 2009. Beyond 2011, vehicle residual value expense could once again increase depending upon used vehicle market conditions. If this were to happen, it could have a negative impact on our financial performance after 2011.

 

A continued decline of the debt and equity markets could adversely affect our wealth management subsidiaries

 

As a result of recent changes in the economic environment, we have experienced significant market declines in our Assets Under Management (“AUM”). Due to the decline in AUM, combined with the near-term economic outlook, we have adjusted growth rate assumptions and increased discount rates used in the determination of implied fair values of intangible assets and goodwill of our wealth management reporting unit. These changes have resulted in lower projected cash flows and lower implied fair values for certain of our intangible assets and goodwill. However, at December 31, 2008 fair values were still greater than carrying values, and therefore, no impairment was recorded. The carrying values of these assets are sensitive to further decreases in projected cash flows, decreases in publically available market multiples, and/or increases in the discount rate. Consequently, further declines in fair values could trigger impairment in the future.

 

Competition from other financial institutions in originating loans, attracting deposits and providing various financial services may adversely affect our profitability.

 

Our banking subsidiary faces substantial competition in originating loans, both commercial and consumer. This competition comes principally from other banks, savings institutions, mortgage banking companies, and other lenders. Many of our competitors enjoy advantages, including greater financial resources and higher lending limits, a wider geographic presence, more accessible branch office locations, the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs. This competition could reduce our net income by decreasing the number and size of loans that our banking subsidiary originates and the interest rates it may charge on these loans.

 

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In attracting business and consumer deposits, our bank subsidiary faces substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. Many of our competitors enjoy advantages, including greater financial resources, more aggressive marketing campaigns and better brand recognition and more branch locations. These competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to retain existing deposits or attract new deposits. Increased deposit competition could adversely affect our ability to generate the funds necessary for lending operations. As a result, we may need to seek other sources of funds that may be more expensive to obtain and could increase our cost of funds.

 

Our banking and non-banking subsidiaries also compete with non-bank providers of financial services, such as brokerage firms, consumer finance companies, credit unions, insurance companies and governmental organizations which may offer more favorable terms. Some of our non-bank competitors are not subject to the same extensive regulations that govern our banking operations. As a result, such non-bank competitors may have advantages over our banking and non-banking subsidiaries in providing certain products and services. This competition may reduce or limit our margins on banking and non-banking services, reduce our market share, and adversely affect our earnings and financial condition.

 

We continually encounter technological change, and we may have fewer resources than many of our competitors to continue to invest in technological improvements, which could reduce our ability to effectively compete.

 

The financial services industry is undergoing rapid technological changes with frequent introduction of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and enables financial service institutions to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services to enhance customer convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. There can be no assurance that we will be able to effectively implement new technology-driven products and services, which could reduce our ability to effectively compete.

 

Government regulation significantly affects our business.

 

The banking industry is heavily regulated, and such regulations are intended primarily for the protection of depositors and the federal deposit insurance funds, not shareholders. As a financial holding company, we are subject to regulation by the Federal Reserve Board. Our bank subsidiary, as of December 31, 2008, is also regulated by the Federal Reserve Board and is subject to regulation by the Pennsylvania Department of Banking. These regulations affect lending practices, capital structure, investment practices, dividend policy, and growth. In addition, we have non-bank operating subsidiaries from which we derive income. Several of these non-bank subsidiaries engage in providing investment management and insurance brokerage services, industries which are also heavily regulated on both a state and federal level. In addition, changes in laws, regulations, and regulatory practices affecting the financial service industry may limit the manner in which we may conduct our business. Such changes may adversely affect us, including our ability to offer new products and services, obtain financing, attract deposits, make loans and leases and achieve satisfactory spreads, and may also result in the imposition of additional costs on us. As a public company, we are also subject to the corporate governance standards set forth in the Sarbanes-Oxley Act of 2002, as well as any applicable rules or regulations promulgated by the SEC and The NASDAQ Stock Market, LLC. Complying with these standards, rules and regulations may impose administrative costs and burdens on us.

 

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The Pennsylvania business corporation law and various anti-takeover provisions under our articles of incorporation could impede the takeover of the company.

 

Various Pennsylvania laws affecting business corporations may have the effect of discouraging offers to acquire Susquehanna, even if the acquisition would be advantageous to shareholders. In addition, we have various anti-takeover measures in place under our articles of incorporation. Any one or more of these measures may impede the takeover of Susquehanna without the approval of our board of directors and may prevent our shareholders from taking part in a transaction in which they could realize a premium over the current market price of our common stock.

 

Item 1B. Unresolved Staff Comments

 

Not applicable.

 

Item 2. Properties

 

We reimburse our subsidiaries for space and services utilized. In 2008, we also leased office space located at 13511 Label Lane, Hagerstown, Maryland, for our loan servicing center.

 

Our bank subsidiary operates 236 branches and 31 free-standing automated teller machines. It owns 116 of the branches and leases the remaining 120. Thirteen (13) additional locations are owned or leased by Susquehanna Bank to facilitate operations and expansion. We believe that the properties currently owned and leased by our subsidiaries are adequate for present levels of operation.

 

As of December 31, 2008, the offices (including executive offices) of our bank subsidiary were as follows:

 

Subsidiary

  

Location of Executive Office

  

Executive Office
Owned/Leased

  

Location of Offices
(including executive office)

Susquehanna Bank   

1570 Manheim Pike

Lancaster, Pennsylvania

   Owned    236 banking offices in Adams, Bedford, Berks, Chester, Cumberland, Dauphin, Delaware, Franklin, Lancaster, Lehigh, Luzerne, Lycoming, Montgomery, Northampton, Northumberland, Schuylkill, Snyder, Union and York counties, Pennsylvania; Baltimore City, Allegany, Anne Arundel, Baltimore, Carroll, Garrett, Harford, Howard, Washington and Worcester counties, Maryland; Atlantic, Burlington, Camden, Cumberland and Gloucester counties, New Jersey; and Berkeley County, West Virginia

 

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As of December 31, 2008, the offices (including executive offices) of our non-bank subsidiaries were as follows:

 

Subsidiary

  

Location of Executive Office

  

Executive Office

Owned/Leased

  

Location of Offices

(including executive office)

Susquehanna Trust & Investment Company    1570 Manheim Pike Lancaster, Pennsylvania    Leased    10 offices in Franklin, Lancaster, Lycoming, Montgomery, Northumberland, Schuylkill and York counties, Pennsylvania; Camden County, New Jersey; and Washington and Baltimore counties, Maryland
Boston Service Company, Inc., t/a Hann Financial Service Corp.    One Centre Drive
Jamesburg, New Jersey
   Leased    2 offices located in Gloucester and Middlesex counties, New Jersey
Valley Forge Asset Management Corp.   

120 South Warner Road

King of Prussia, Pennsylvania

   Leased    4 offices located in Chester, Lancaster and Montgomery counties, Pennsylvania, and New Castle County, Delaware
The Addis Group, LLC    2500 Renaissance Boulevard King of Prussia, Pennsylvania    Leased    1 office located in Montgomery County, Pennsylvania
Susquehanna Commercial Finance, Inc.   

1566 Medical Drive

Suite 201

Pottstown, Pennsylvania

   Leased    1 office located in Montgomery County, Pennsylvania

 

Item 3. Legal Proceedings.

 

There are no material proceedings to which Susquehanna or any of our subsidiaries are a party or by which, to Susquehanna’s knowledge, we, or any of our subsidiaries, are threatened. All legal proceedings presently pending or threatened against Susquehanna or our subsidiaries involve routine litigation incidental to our business or that of the subsidiary involved and are not material in respect to the amount in controversy.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

Not applicable.

 

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PART II

 

Item 5. Market for Susquehanna’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 

Market Information. Our common stock is listed for quotation on the Nasdaq Global Select Market. Set forth below are the quarterly high and low sales prices of our common stock as reported on the Nasdaq Global Select Market for the years 2008 and 2007, and cash dividends paid. The table represents prices between dealers and does not include retail markups, markdowns, or commissions, and does not necessarily represent actual transactions.

 

Year

  

Period

   Cash
Dividends
Paid
   Price Range Per
Share
         Low    High

2008

   1st Quarter    $ 0.26    $ 15.78    $ 22.40
  

2nd Quarter

     0.26      13.69      22.86
  

3rd Quarter

     0.26      10.50      27.70
  

4th Quarter

     0.26      11.03      20.35

2007

  

1st Quarter

     0.25    $ 21.90    $ 27.32
  

2nd Quarter

     0.25      21.27      23.89
  

3rd Quarter

     0.25      16.31      23.00
  

4th Quarter

     0.26      17.03      21.49

 

As of February 23, 2009, there were 11,900 record holders of Susquehanna common stock.

 

Dividend Policy. Dividends paid to our shareholders are provided from dividends paid to us by our subsidiaries. Our ability to pay dividends is largely dependent upon the receipt of dividends from Susquehanna Bank. Both federal and state laws impose restrictions on the ability of Susquehanna Bank to pay dividends. These include the Pennsylvania Banking Code of 1965, the Federal Reserve Act, and the applicable regulations under such laws. The net capital rules of the SEC under the Securities Exchange Act of 1934 also limit the ability of Valley Forge Asset Management Corp. to pay dividends to us. In addition to the specific restrictions summarized below, the banking and securities regulatory agencies also have broad authority to prohibit otherwise permitted dividends proposed to be made by an institution regulated by them if the agency determines that their distribution would constitute an unsafe or unsound practice.

 

The Federal Reserve Board has issued policy statements which provide that, as a general matter, insured banks and bank holding companies should pay dividends only out of current operating earnings.

 

For state-chartered banks which are members of the Federal Reserve System, the approval of the Federal Reserve Board is required for the payment of dividends by the bank subsidiary in any calendar year if the total of all dividends declared by the bank in that calendar year, including the proposed dividend, exceeds the current year’s net income combined with the retained net income for the two preceding calendar years. “Retained net income” for any period means the net income for that period less any common or preferred stock dividends declared in that period. Moreover, no dividends may be paid by such bank in excess of its undivided profits account.

 

Dividends by a Pennsylvania state-chartered bank payable in cash or property other than shares may be paid only out of accumulated net earnings and are restricted by the requirement that the bank set aside to a surplus fund each year at least 10% of its net earnings until the bank’s surplus equals the amount of its capital (a requirement presently satisfied in the case of Susquehanna Bank). Furthermore, a Pennsylvania bank may not pay such a dividend if the payment would result in a reduction of the surplus account of the bank.

 

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Pursuant to the terms of the Letter Agreement entered into between Susquehanna and the Treasury as part of the Capital Purchase Program, prior to the earlier of the December 12, 2011 and the date on which the Preferred Stock has been redeemed in whole or has been transferred in whole to third parties that are not affiliates of the Treasury, Susquehanna is not permitted to declare or pay any dividend or make any distribution on the common stock other than: (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, publicly announced an intention to declare, on the common stock prior to October 14, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction; (ii) dividends payable solely in shares of common stock; and (iii) dividends or distributions of rights in connection with a stockholders’ rights plan.

 

Within the regulatory restrictions described above, Susquehanna Bank presently has the ability to pay dividends. At December 31, 2008, $26.9 million in the aggregate was available for dividend distributions during calendar 2009 to us from Susquehanna Bank without regulatory approval and with the bank remaining well capitalized. Also, our non-bank subsidiaries at December 31, 2008, had approximately $98.0 million which they could pay as dividends to us without regulatory approval. We presently expect that cash dividends will continue to be paid by our subsidiaries in the future at levels comparable with those of prior years.

 

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Stock Performance Graph. The following graph compares for fiscal years 2003 through 2008 the yearly change in the cumulative total return to holders of our common stock with the cumulative total return of the Nasdaq Composite Index, a broad market in which we participate, and the SNL Mid-Atlantic Bank Index, an index comprised of banks and related holding companies operating in the Mid-Atlantic region. The graph depicts the total return on an investment of $100 based on both stock price appreciation and reinvestment of dividends for Susquehanna, the companies represented by the Nasdaq Index, and the SNL Mid-Atlantic Bank Index.

 

LOGO

 

     Period Ending

Index

   12/31/03    12/31/04    12/31/05    12/31/06    12/31/07    12/31/08

Susquehanna Bancshares, Inc.

   100.00    103.49    102.20    120.71    86.86    79.69

NASDAQ Composite

   100.00    108.59    110.08    120.56    132.39    78.72

SNL Mid-Atlantic Bank

   100.00    105.91    107.79    129.37    97.83    53.89

 

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Item 6. Selected Financial Data.

 

Susquehanna Bancshares, Inc. & Subsidiaries

 

Year ended December 31,

   2008     2007(1)     2006(2)     2005     2004(3)  
     (Amounts in thousands, except per share data)  

Interest income

   $ 697,070     $ 526,157     $ 462,791     $ 387,020     $ 321,759  

Interest expense

     298,768       250,254       206,021       144,775       107,741  

Net interest income

     398,302       275,903       256,770       242,245       214,018  

Provision for loan and lease losses

     63,831       21,844       8,680       12,335       10,020  

Noninterest income

     142,309       120,659       136,313       125,078       114,590  

Noninterest expenses

     367,201       276,955       262,836       242,550       219,042  

Income before taxes

     109,579       97,763       121,567       112,438       99,546  

Net income

     82,606       69,093       83,638       79,563       70,180  

Net income available to common shareholders

     81,814       69,093       83,638       79,563       70,180  

Cash dividends declared on common stock

     89,462       52,686       49,067       43,432       38,471  

Per Common Share Amounts

          

Net income:

          

Basic

   $ 0.95     $ 1.23     $ 1.66     $ 1.70     $ 1.61  

Diluted

     0.95       1.23       1.66       1.70       1.60  

Cash dividends declared on common stock

   $ 1.04     $ 1.01     $ 0.97     $ 0.93     $ 0.89  

Dividend payout ratio

     109.3 %     76.3 %     58.7 %     54.6 %     54.8 %

Financial Ratios

          

Return on average total assets

     0.62 %     0.78 %     1.05 %     1.07 %     1.04 %

Return on average shareholders’ equity

     4.80       6.66       9.56       10.52       10.73  

Return on average tangible shareholders’ equity(4)

     13.35       11.56       15.42       16.06       14.36  

Average equity to average assets

     12.92       11.66       11.00       10.18       9.65  

Net interest margin

     3.62       3.67       3.77       3.76       3.60  

Efficiency ratio

     66.46       69.10       66.43       65.58       66.15  

Capital Ratios

          

Leverage

     9.92 %     10.24 %     8.68 %     7.77 %     7.30 %

Tier 1 risk-based capital

     11.17       9.23       9.48       8.53       8.13  

Total risk-based capital

     13.52       11.31       12.48       11.61       11.30  

Credit Quality

          

Net charge-offs/Average loans and leases

     0.42 %     0.25 %     0.10 %     0.24 %     0.16 %

Nonperforming assets/Loans and leases plus OREO

     1.22       0.81       0.67       0.38       0.41  

ALLL/Nonperforming loans and leases

     105       149       175       309       265  

ALLL/Total loans and leases

     1.18       1.01       1.13       1.03       1.03  

Year-End Balances

          

Total assets

   $ 13,682,988     $ 13,077,994     $ 8,225,134     $ 7,466,007     $ 7,475,073  

Investment securities

     1,879,891       2,063,952       1,403,566       1,154,261       1,245,414  

Loans and leases, net of unearned income

     9,653,873       8,751,590       5,560,997       5,218,659       5,253,008  

Deposits

     9,066,493       8,945,119       5,877,589       5,309,187       5,130,682  

Total borrowings

     2,428,085       2,131,156       1,152,932       1,148,966       1,395,365  

Shareholders’ equity

     1,945,918       1,729,014       936,286       780,470       751,694  

Selected Share Data

          

Common shares outstanding (period end)

     86,174       85,935       52,080       46,853       46,593  

Average common shares outstanding:

          

Basic

     85,987       56,297       50,340       46,711       43,585  

Diluted

     86,037       56,366       50,507       46,919       43,872  

At December 31:

          

Book value per common share

   $ 19.21     $ 20.12     $ 17.98     $ 16.66     $ 16.13  

Tangible book value per common share

   $ 6.77     $ 8.44     $ 11.18     $ 11.23     $ 10.71  

Market price per common share

   $ 15.91     $ 18.44     $ 26.88     $ 23.68     $ 24.95  

Common shareholders of record

     12,035       11,144       6,694       6,857       6,981  

 

(1) On November 16, 2007, we completed our acquisition of Community Banks, Inc. The acquisition was accounted for under the purchase method, and all transactions since the acquisition date are included in our consolidated financial statements.

 

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(2) On April 21, 2006, we completed our acquisition of Minotola National Bank. The acquisition was accounted for under the purchase method, and all transactions since the acquisition date are included in our consolidated financial statements.
(3) On June 10, 2004, we completed our acquisition of Patriot Bank Corp. The acquisition was accounted for under the purchase method, and all transactions since the acquisition date are included in our consolidated financial statements.

 

(4) Supplemental Reporting of Non-GAAP-based Financial Measures

 

Return on average tangible equity is a non-GAAP-based financial measure calculated using non-GAAP amounts. The most directly comparable measure is return on average equity, which is calculated using GAAP-based amounts. We calculate return on average tangible equity by excluding the balance of intangible assets and their related amortization expense from our calculation of return on average equity. Management uses the return on average tangible equity in order to review our core operating results. Management believes that this is a better measure of our performance. In addition, this is consistent with the treatment by bank regulatory agencies which excludes goodwill and other intangible assets from the calculation of risk-based capital ratios. A reconciliation of return on average equity to return on average tangible equity is set forth below.

 

     2008     2007     2006     2005     2004  

Return on average equity (GAAP basis)

   4.80 %   6.66 %   9.56 %   10.52 %   10.73 %

Effect of excluding average intangible assets and related amortization

   8.55 %   4.90 %   5.86 %   5.54 %   3.63 %

Return on average tangible equity

   13.35 %   11.56 %   15.42 %   16.06 %   14.36 %

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following pages of this report present management’s discussion and analysis of the consolidated financial condition and results of operations of Susquehanna Bancshares, Inc. and its subsidiaries.

 

Certain statements in this document may be considered to be “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, such as statements that include the words “expect,” “estimate,” “project,” “anticipate,” “should,” “intend,” “probability,” “risk,” “target,” “objective” and similar expressions or variations on such expressions. In particular, this document includes forward-looking statements relating, but not limited to, our expectations regarding the benefits associated with participating in the Capital Purchase Program; Susquehanna’s potential exposures to various types of market risks, such as interest rate risk and credit risk; whether Susquehanna’s allowance for loan and lease losses is adequate to meet probable loan and lease losses; our ability to maintain loan growth; our ability to maintain sufficient liquidity; our expectations regarding the amount of savings to be generated by the merger of our bank subsidiaries; our ability to manage credit quality; out ability to monitor the impact of the recession moving into the commercial and industrial, commercial real estate, and consumer segments; the impact of a breach by Auto Lenders, a third-party residual value guarantor of our auto leasing subsidiary, on residual loss exposure; the unlikelihood that more than 10% of the home equity line of credit loans in securitization transactions will convert from variable interest rates to fixed interest rates; our ability to collect all amounts due under our outstanding synthetic collateralized debt obligations; our expectation of the net asset value after liquidation of a mutual fund; further declines in the fair value of our wealth management subsidiaries could trigger future impairment; and our ability to achieve our 2009 financial goals. Such statements are subject to certain risks and uncertainties. For example, certain of the market risk disclosures are dependent on choices about essential model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual income gains and losses could materially differ from those that have been estimated. Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this document include, but are not limited to:

 

   

adverse changes in our loan and lease portfolios and the resulting credit-risk-related losses and expenses;

 

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adverse changes in the automobile industry;

 

   

interest rate fluctuations which could increase our cost of funds or decrease our yield on earning assets and therefore reduce our net interest income;

 

   

continued levels of our loan and lease quality and origination volume;

 

   

the adequacy of loss reserves;

 

   

the loss of certain key officers, which could adversely impact our business;

 

   

continued relationships with major customers;

 

   

the ability to continue to grow our business internally and through acquisition and successful integration of bank and non-bank entities while controlling our costs;

 

   

adverse national and regional economic and business conditions;

 

   

compliance with laws and regulatory requirements of federal and state agencies;

 

   

competition from other financial institutions in originating loans, attracting deposits, and providing various financial services that may affect our profitability;

 

   

the ability to hedge certain risks economically;

 

   

our ability to effectively implement technology driven products and services;

 

   

greater reliance on wholesale funding because our loan growth has outpaced our deposit growth, and we have no current access the securitization markets;

 

   

the pace of our loan growth compared to our deposit growth;

 

   

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

 

   

our success in managing the risks involved in the foregoing.

 

We encourage readers of this report to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Forward-looking statements speak only as of the date they are made. We do not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law.

 

The following discussion and analysis, the purpose of which is to provide investors and others with information that we believe to be necessary for an understanding of Susquehanna’s financial condition, changes in financial condition, and results of operations, should be read in conjunction with the financial statements, notes, and other information contained in this document.

 

The following information refers to the parent company and its wholly owned subsidiaries: Boston Service Company, Inc. (t/a Hann Financial Service Corporation) (“Hann”), Susquehanna Bank and subsidiaries, Valley Forge Asset Management Corp. and subsidiaries (“VFAM”), Stratton Management Company, LLC (“Stratton”), and The Addis Group, LLC (“Addis”).

 

Critical Accounting Estimates

 

Susquehanna’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. Application of these principles involves significant judgments and estimates by management that have a material impact on the carrying value of certain assets and liabilities. The judgments and estimates that we used are based

 

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on historical experiences and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and estimates that we have made, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of assets and liabilities and the results of our operations.

 

Our most critical accounting estimates are presented in Note 1 to the consolidated financial statements. Furthermore, we believe that the determination of the allowance for loan and lease losses, the valuation of recorded interests in securitized assets, the valuation of goodwill, and the determination of the fair value of certain financial instruments under the guidance of FAS No. 157, “Fair Value Measurements,” and FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active” to be the accounting areas that require the most subjective and complex judgments.

 

The allowance for loan and lease losses represents management’s estimate of probable incurred credit losses inherent in the loan and lease portfolio. Determining the amount of the allowance for loan and lease losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan and lease portfolio also represents the largest asset type on the consolidated balance sheet. Note 1 to the consolidated financial statements describes the methodology used to determine the allowance for loan and lease losses.

 

Valuations for our investment portfolio are determined using quoted market prices, where available. If quoted market prices are not available, investment valuation is based on pricing models, quotes for similar investment securities, and observable yield curves and spreads. In addition to valuation, management must assess whether there are any declines in value below the carrying value of the investments that should be considered other than temporary or otherwise require an adjustment in carrying value and recognition of a loss in the consolidated statement of income. For additional information on management’s consideration of investment valuation and other then temporary impairment, refer to “Note 4. Investment Securities” and “Note 23. Fair Value Disclosures” to the consolidated financial statements appearing in Part II, Item 8.

 

Recorded interests in securitized assets are established and accounted for based on discounted cash flow modeling techniques which require management to make estimates regarding the amount and timing of expected future cash flows, including estimates of repayment rates, credit loss experience, and discount rates that consider the risk involved. Since the values of these assets are sensitive to changes in estimates, the valuation of recorded interests in securitized assets is considered a critical accounting estimate. Note 1 and Note 21 provide additional information regarding recorded interests.

 

Management evaluates the valuation of goodwill on an annual basis and more often if situations or the economic environment warrant it. In performing these evaluations, managements makes critical estimates to determine the fair value of its reporting units. Such estimates include assumptions used in determining cash flows and evaluation of appropriate market multiples.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement dates. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. As defined in FAS No. 157, “Fair Value Measurements,” Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Level 2 inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the

 

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asset or liability. For additional information about our financial assets and financial liabilities carried at fair value, refer to “Note 23. Fair Value Disclosures” to the consolidated financial statements appearing in Part II, Item 8.

 

Any material effect on the consolidated financial statements related to these critical accounting areas is also discussed within the body of this document.

 

Executive Overview

 

Bank Merger

 

On October 10, 2008, we merged our three bank subsidiaries together. Susquehanna Bank and Susquehanna Bank DV were merged into Susquehanna Bank PA which subsequently changed its name to Susquehanna Bank. This initiative, planned and implemented over a six-month period, was designed to improve efficiency, customer service, and product delivery. Expenses related to the merger resulted in a $2.5 million pre-tax charge in the third quarter, but we expect that the merger will generate annual savings of approximately $20.0 million beginning in 2009.

 

Capital Purchase Program

 

Susquehanna was one of many banks to participate in the U.S. Treasury Department’s voluntary Capital Purchase Program (“CPP”). Under the program, we applied for and received $300.0 million in capital, with the transaction having been completed on December 12, 2008. In return, we issued to the Treasury $300.0 million in shares of Fixed Rate Cumulative Perpetual Preferred Stock with an initial annual dividend rate of 5.0% and warrants to purchase approximately 3.0 million shares of Susquehanna common stock at an exercise price of $14.86 per share.

Our intention is to use the $300 million received through the CPP for loan growth. As stated in Item 7, we currently project net loan growth of 8% in 2009. With a loan portfolio of $9.65 billion at year-end 2008, this projection would mean loan growth of approximately $750 million in the current year. This increase would follow the 10% net increase in loans (or approximately $900 million) that we achieved in 2008. Susquehanna has a history of sound asset quality, and we were able to generate this level of loan growth while maintaining credit quality ratios superior to the majority of our peer group. While these projections represent our present intentions, we must reserve the right to react to unforeseen regulatory, legislative or economic changes.

We believe that looking at overall lending provides the best insight into how a bank is operating as an engine of economic growth in local communities. As you can see from our projection above, we expect our overall loan growth in 2009 to more than double the amount of capital we received through the Capital Purchase Program.

We believe that participating in the Capital Purchase Program is in the best interests of our shareholders, customers, and the communities that we serve. This funding gives us a foundation to generate additional lending to our customers, and it also builds our capital reserves for additional security against the uncertain nature of the economy.

 

Allowance for Loan and Lease Losses

 

The deterioration in economic conditions has impacted our credit quality. Net charge-offs as a percentage of average loans and leases were 0.42% for 2008, compared to 0.25% for 2007. Non-performing assets as a percentage of loans, leases, and other real estate owned were 1.22% for 2008, compared to 0.81% for 2007. Given the pressures facing our customers and loan portfolio, we increased our provision for loan and lease losses

 

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to $63.8 million for 2008, compared to $21.8 million for 2007. See the discussion regarding loan and lease losses in “Results of Operations, Provision and Allowance for Loan and Lease Losses.”

 

The following table compares our 2008 financial goals to actual results:

 

     Goal     Actual  

Net interest margin

   3.70 %   3.62 %

Loan growth

   8.0 %   10.3 %

Deposit growth

   1.0 %   1.4 %

Noninterest income growth

   45.0 %   17.9 %

Noninterest expense growth

   26.0 %   32.6 %

Tax rate

   30.0 %   24.6 %

 

Given the current economic climate and real estate trends, we recognize that the tightening credit market poses challenges for financial institutions. However, we believe that it creates opportunities as well. With that in mind, our financial goals for 2009 are as follows:

 

     Goal  

Net interest margin

     3.70 %

Loan growth (adjusted for securitizations)

     8.0 %

Deposit growth

     1.0 %

Noninterest income growth

     6.0 %

Noninterest expense growth

     (1.0 %)

Tax rate

     32.0 %

Preferred dividend and discount accretion

   $ 16.7  million

 

These financial goals include no securitization activity in 2009.

 

Acquisitions

 

Stratton Holding Company

 

On April 30, 2008, we completed the acquisition of Stratton Holding Company, an investment management company based in Plymouth Meeting, Pennsylvania with approximately $3.0 billion in assets under management. Stratton became a wholly owned subsidiary of Susquehanna and part of the family of Susquehanna wealth management companies. The addition of Stratton brings increased diversification in our investment expertise, including experience in mutual fund management. The acquisition was accounted for under the purchase method, and all transactions since the acquisition date are included in our consolidated financial statements. The acquisition of Stratton was considered immaterial for purposes of the disclosures required by FAS No. 141, “Business Combinations.”

 

Community Banks, Inc.

 

On November 16, 2007, we completed the acquisition of Community Banks, Inc. (“Community”) in a stock and cash transaction valued at approximately $871.0 million. Under the terms of the merger agreement, shareholders of Community were entitled to elect to receive for each share of Community common stock that they owned, either $34.00 in cash or 1.48 shares of Susquehanna common stock. The acquisition expands our territory into the Harrisburg market and deepens our foundation in central Pennsylvania. The acquisition was accounted for under the purchase method, and all transactions since the acquisition date are included in our consolidated financial statements. See Note 2 to our consolidated financial statements for the disclosures required by FAS No. 141, “Business Combinations.”

 

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Widmann, Siff & Co., Inc.

 

On August 1, 2007, we acquired Widmann, Siff & Co., Inc., an investment advisory firm in Radnor, Pennsylvania. Widmann, Siff had more than $300.0 million in assets under management, including accounts serving individuals, pension and profit-sharing plans, corporations, and family trusts. The acquisition was accounted for under the purchase method, and all transactions since the acquisition date are included in our consolidated financial statements. The acquisition of Widmann, Siff was considered immaterial for purposes of the disclosures required by FAS No. 141, “Business Combinations.”

 

Minotola National Bank

 

On April 21, 2006, we acquired Minotola National Bank in a stock and cash transaction valued at approximately $172.0 million. The acquisition of Minotola, with total assets of $607.0 million and fourteen branch locations, significantly enhanced our presence in the high-growth markets in southern New Jersey. The acquisition was accounted for under the purchase method, and all transactions since the acquisition date are included in our consolidated financial statements. The acquisition of Minotola was considered immaterial for purposes of the disclosures required by FAS No. 141, “Business Combinations.”

 

Results of Operations

 

Summary of 2008 Compared to 2007

 

The acquisition of Community Banks, Inc. on November 16, 2007 has had a significant impact on our results of operations for the year ended December 31, 2008. Consequently, comparisons to the years ended December 31, 2007 and 2006 may not be particularly meaningful.

 

Furthermore, results of operations for the year ended December 31, 2008 include the following pre-tax charges:

 

   

a $6.5 million loss related to an interest rate swap termination;

 

   

a $2.5 million merger charge composed of the following:

 

Employee termination benefits

   $ 1.60 million

Legal fees

     0.25 million

Technology costs

     0.65 million

 

   

a $17.5 million securities impairment charge; and

 

   

a $2.1 million VFAM customer-loss contingency.

 

Also, results of operations for the twelve months ending December 31, 2007 include a pre-tax loss of $11.8 million related to a restructuring of our investment portfolio.

 

Net income for the year ended December 31, 2008, was $82.6 million, an increase of $13.5 million, or 19.6%, over net income of $69.1 million in 2007. Net interest income increased 44.4%, to $398.3 million for 2008, from $275.9 million in 2007. Noninterest income increased 17.9%, to $142.3 million for 2008, from $120.7 million in 2007, and noninterest expenses increased 32.6%, to $367.2 million for 2008, from $277.0 million for 2007.

 

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Additional information is as follows:

 

     Twelve Months
Ended

December 31,
 
     2008     2007  

Diluted Earnings per Common Share

   $ 0.95     $ 1.23  

Return on Average Assets

     0.62 %     0.78 %

Return on Average Equity

     4.80 %     6.66 %

Return on Average Tangible Equity(1)

     13.35 %     11.56 %

Efficiency Ratio

     66.46 %     69.10 %

Net Interest Margin

     3.62 %     3.67 %

 

The following discussion details the factors that contributed to these results.

 

(1) Supplemental Reporting of Non-GAAP-based Financial Measures

 

Return on average tangible equity is a non-GAAP-based financial measure calculated using non-GAAP amounts. The most directly comparable measure is return on average equity, which is calculated using GAAP-based amounts. We calculate return on average tangible equity by excluding the balance of intangible assets and their related amortization expense from our calculation of return on average equity. Management uses the return on average tangible equity in order to review our core operating results. Management believes that this is a better measure of our performance. In addition, this is consistent with the treatment by bank regulatory agencies, which excludes goodwill and other intangible assets from the calculation of risk-based capital ratios. A reconciliation of return on average equity to return on average tangible equity is set forth below.

 

     2008     2007  

Return on average equity (GAAP basis)

   4.80 %   6.66 %

Effect of excluding average intangible assets and related amortization

   8.55 %   4.90 %

Return on average tangible equity

   13.35 %   11.56 %

 

Net Interest Income — Taxable Equivalent Basis

 

Our major source of operating revenues is net interest income, which increased to $398.3 million in 2008, as compared to $275.9 million in 2007. Net interest income as a percentage of net interest income plus other income was 74% for the twelve months ended December 31, 2008, 70% for the twelve months ended December 31, 2007, and 65% for the twelve months ended December 31, 2006.

 

Net interest income is the income that remains after deducting, from total income generated by earning assets, the interest expense attributable to the acquisition of the funds required to support earning assets. Income from earning assets includes income from loans, investment securities, and short-term investments. The amount of interest income is dependent upon many factors including the volume of earning assets, the general level of interest rates, the dynamics of the change in interest rates, and the levels of non-performing loans. The cost of funds varies with the amount of funds necessary to support earning assets, the rates paid to attract and hold deposits, the rates paid on borrowed funds, and the levels of noninterest-bearing demand deposits and equity capital.

 

Table 1 presents average balances, taxable equivalent interest income and expense and yields earned or paid on these assets and liabilities. For purposes of calculating taxable equivalent interest income, tax-exempt interest has been adjusted using a marginal tax rate of 35% in order to equate the yield to that of taxable interest rates. Table 2 illustrates the changes in net interest income caused by changes in average volume, rates, and yields.

 

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Table 1 - Distribution of Assets, Liabilities and Shareholders’ Equity

 

Interest Rates and Interest Differential - Tax Equivalent Basis

 

    2008   2007   2006
    Average
Balance
    Interest   Rate
(%)
  Average
Balance
    Interest   Rate
(%)
  Average
Balance
    Interest   Rate
(%)
                 
    (Dollars in thousands)

Assets

                 

Short-term investments

  $ 101,715     $ 2,411   2.37   $ 97,583     $ 4,782   4.90   $ 81,939     $ 3,669   4.48

Investment securities:

                 

Taxable

    1,759,424       91,531   5.20     1,485,561       73,837   4.97     1,261,515       53,463   4.24

Tax-advantaged

    296,211       19,560   6.60     69,389       4,380   6.31     20,506       1,300   6.34
                                               

Total investment securities

    2,055,635       111,091   5.40     1,554,950       78,217   5.03     1,282,021       54,763   4.27
                                               

Loans and leases, (net):

                 

Taxable

    8,972,747       581,070   6.48     5,876,948       439,680   7.48     5,434,490       400,923   7.38

Tax-advantaged

    197,249       14,375   7.29     102,930       7,708   7.49     83,322       5,987   7.19
                                               

Total loans and leases

    9,169,996       595,445   6.49     5,979,878       447,388   7.48     5,517,812       406,910   7.37
                                               

Total interest-earning assets

    11,327,346     $ 708,947   6.26     7,632,411     $ 530,387   6.95     6,881,772     $ 465,342   6.76
                             

Allowance for loan and lease losses

    (98,321 )         (64,993 )         (59,465 )    

Other noninterest-earning assets

    2,089,321           1,337,310           1,127,513      
                                   

Total assets

  $ 13,318,346         $ 8,904,728         $ 7,949,820      
                                   

Liabilities

                 

Deposits:

                 

Interest-bearing demand

  $ 2,604,337     $ 33,667   1.29   $ 2,173,731     $ 61,572   2.83   $ 1,846,483     $ 51,424   2.78

Savings

    723,612       4,848   0.67     480,065       4,278   0.89     496,056       4,960   1.00

Time

    4,402,956       167,431   3.80     2,720,688       124,673   4.58     2,408,684       99,195   4.12

Short-term borrowings

    654,149       10,796   1.65     423,827       17,464   4.12     324,326       13,495   4.16

FHLB borrowings

    1,337,505       50,944   3.81     653,605       27,600   4.22     615,841       24,788   4.03

Long-term debt

    421,795       31,082   7.37     237,910       14,667   6.16     207,765       12,159   5.85
                                               

Total interest-bearing liabilities

    10,144,354     $ 298,768   2.95     6,689,826     $ 250,254   3.74     5,899,155     $ 206,021   3.49
                             

Demand deposits

    1,205,381           935,018           946,369      

Other liabilities

    247,529           241,697           229,540      
                                   

Total liabilities

    11,597,264           7,866,541           7,075,064      

Equity

    1,721,082           1,038,187           874,756      
                                   

Total liabilities & shareholders’ equity

  $ 13,318,346         $ 8,904,728         $ 7,949,820      
                                   

Net interest income / yield on average earning assets

    $ 410,179   3.62     $ 280,133   3.67     $ 259,321   3.77
                             

 

Additional Information

 

Average loan balances include non accrual loans.

Tax-advantaged income has been adjusted to a tax-equivalent basis using a marginal rate of 35%.

For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

 

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Table 2 - Changes in Net Interest Income - Tax Equivalent Basis

 

     2008 Versus 2007
Increase (Decrease)
Due to Change in
    2007 Versus 2006
Increase (Decrease)
Due to Change in
 
     Average
Volume
   Average
Rate
    Total     Average
Volume
    Average
Rate
    Total  
     (Dollars in thousands)  

Interest Income

             

Other short-term investments

   $ 194    ($ 2,565 )   ($ 2,371 )   $ 746     $ 367     $ 1,113  

Investment securities:

             

Taxable

     14,119      3,575       17,694       10,343       10,031       20,374  

Tax-advantaged

     14,969      211       15,180       3,086       (6 )     3,080  
                                               

Total investment securities

     29,088      3,786       32,874       13,429       10,025       23,454  

Loans (net of unearned income):

             

Taxable

     206,809      (65,419 )     141,390       33,160       5,597       38,757  

Tax-advantaged

     6,879      (212 )     6,667       1,463       258       1,721  
                                               

Total loans

     213,688      (65,631 )     148,057       34,623       5,855       40,478  
                                               

Total interest-earning assets

   $ 242,970    ($ 64,410 )   $ 178,560     $ 48,798     $ 16,247     $ 65,045  
                                               

Interest Expense

             

Deposits:

             

Interest-bearing demand

   $ 10,426    ($ 38,331 )   ($ 27,905 )   $ 9,170     $ 978     $ 10,148  

Savings

     1,809      (1,239 )     570       (156 )     (526 )     (682 )

Time

     66,803      (24,045 )     42,758       13,652       11,826       25,478  

Short-term borrowings

     6,785      (13,453 )     (6,668 )     4,098       (129 )     3,969  

FHLB borrowings

     26,291      (2,947 )     23,344       1,580       1,232       2,812  

Long-term debt

     13,103      3,312       16,415       1,829       679       2,508  
                                               

Total interest-bearing liabilities

     125,217      (76,703 )     48,514       30,173       14,060       44,233  
                                               

Net Interest Income

   $ 117,753    $ 12,293     $ 130,046     $ 18,625     $ 2,187     $ 20,812  
                                               

 

Changes that are due in part to volume and in part to rate are allocated in proportion to their relationship to the amounts of changes attributed directly to volume and rate.

 

The $122.4 million increase in our net interest income in 2008, as compared to 2007, was primarily the result of the net contribution from interest-earning assets and interest-bearing liabilities acquired from Community on November 16, 2007. Our net interest margin, however, declined 5 basis points, from 3.67% for the year ended December 31, 2007, to 3.62% for the year ended December 31, 2008. This decrease in net interest margin was primarily due to a decrease in lower-cost transaction and savings deposits with an offsetting increase in higher-cost time deposits.

 

Variances do occur in the net interest margin, as an exact repricing of assets and liabilities is not possible. A further explanation of the impact of asset and liability repricing is found in the section entitled “Market Risks - Interest Rate Risk.”

 

Provision and Allowance for Loan and Lease Losses

 

The provision for loan and lease losses is the expense necessary to maintain the allowance for loan and lease losses at a level adequate to absorb management’s estimate of probable incurred losses in the loan and lease portfolio. Our provision for loan and lease losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans and leases, analyze delinquencies, ascertain loan and lease growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets we serve.

 

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Commercial loans and commercial real estate loans of $0.5 million or greater are internally risk rated, using a standard rating system, by our loan officers and periodically reviewed by loan review personnel. Consumer loans, residential real estate loans, and leases are generally analyzed in the aggregate as they are of relatively small dollar size and homogeneous in nature.

 

Under our methodology for calculating the allowance for loan and lease losses, loss rates for the last three years on a rolling quarter-to-quarter basis, weighted towards the more recent periods, are determined for: (a) commercial credits (including agriculture, commercial, commercial real estate, land acquisition, development and construction; and (b) consumer credits (including residential real estate, consumer direct, consumer indirect, consumer revolving, and leases). After determining the loss rates, management adjusts these rates for certain considerations, such as trends in delinquency and other economic factors, and then applies the adjusted loss rates to loan balances of these portfolio segments.

 

In addition to using loss rates, secured commercial non-accrual loans of $0.5 million or greater are reviewed for impairment as required under Statement of Financial Accounting Standards No. 114, “Accounting by Creditors for Impairment of a Loan” (“FAS No. 114”). Those loans that have specific loss allocations are identified and included in the reserve allocation. Risk-rated loans that are not reviewed for impairment are segregated into homogeneous pools with loss allocation rates that reflect the severity of risk. Loss rates are adjusted by applying other factors to the calculations. These factors include adjustments for current economic trends, delinquency and risk trends, credit concentrations, credit administration, migration analysis, and other special allocations for unusual events or changes in products.

 

This methodology provides an in-depth analysis of the bank’s portfolio and reflects the estimated losses within it. Reserve allocations are then reviewed and consolidated. This process is performed on a quarterly basis, including a risk-rate review of commercial credit relationships.

 

With respect to the Community acquisition, we recorded an $11.1 million additional provision for loan and lease losses in the fourth quarter of 2007. The primary reason that we recognized this additional $11.1 million provision is that we evaluated more of the Community loan portfolio under FAS No. 5, “Accounting for Contingencies,” rather than under FAS No. 114, in accordance with our allowance for loan and lease loss methodology. FAS No. 114 states that a loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Using this guidance, Community defined an impaired loan as any loan rated special mention or worse, regardless of its accrual status, while we define an impaired loan as any non-consumer, non-accrual loan in an amount greater than $0.25 million (as previously discussed). We assess, and Community assessed, pools of homogenous loans not considered to be impaired under FAS No. 114 in accordance with the guidance in FAS No. 5 to determine if a probable loss has been incurred. This difference in determining impaired loans resulted in our evaluation of $70.0 million of loans in the Community portfolio under FAS No. 5, where Community had evaluated these same loans individually under FAS No. 114 with a $0 reserve, based on the net realizable value of the underlying collateral. As a result, we determined that is was necessary to record an additional provision of $8.1 million. The remaining $3.0 million addition to the provision resulted from our classification of Community’s loan portfolio into more risk categories than the number of risk categories used by Community. We classify loans into nine categories with different risk factors, while Community used five categories. These category differences resulted in loans being evaluated in FAS No. 5 pools with more severe risk factors than they had been evaluated by Community prior to the merger.

 

Throughout 2008, we continued to experience a challenging operating environment. Given the economic pressures that impact some of our borrowers, we increased our allowance for loan and lease losses in accordance with our assessment process, which took into consideration a $48.6 million increase in nonperforming loans and leases since December 31, 2007 and the rising charge-off level noted below. As presented in Table 3, the provision for loan and lease losses was $63.8 million for the year ended December 31, 2008, and $21.8 million for the year ended December 31, 2007. The allowance for loan and lease losses at December 31, 2008 was 1.18% of period-end loans and leases, or $113.7 million, and 1.01% of period-end loans and leases, or $88.6 million, at December 31, 2007.

 

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Table 3 - Provision and Allowance for Loan and Lease Losses

 

     2008     2007     2006     2005     2004  
     (Dollars in thousands)  

Allowance for loan and lease losses, January 1

   $ 88,569     $ 62,643     $ 53,714     $ 54,093     $ 42,672  

Allowance acquired in business combination

     0       19,119       5,514       0       9,149  

Additions to provision for loan and lease
losses charged to operations

     63,831       21,844       8,680       12,335       10,020  

Loans and leases charged-off during the year:

          

Commercial, financial, and agricultural

     17,433       4,758       2,883       8,827       2,211  

Real estate - construction

     8,885       1,949       5       45       0  

Real estate secured - residential

     3,883       1,829       1,284       1,407       948  

Real estate secured - commercial

     2,154       3,200       454       1,805       1,845  

Consumer

     8,075       3,790       3,379       3,455       3,607  

Leases

     4,800       3,659       3,111       2,816       2,248  
                                        

Total charge-offs

     45,230       19,185       11,116       18,355       10,859  
                                        

Recoveries of loans and leases previously charged-off:

          

Commercial, financial, and agricultural

     1,625       536       1,188       1,694       611  

Real estate - construction

     5       10       6       0       0  

Real estate secured - residential

     226       406       454       370       298  

Real estate secured - commercial

     145       426       1,360       1,007       96  

Consumer

     3,626       1,792       1,957       1,649       1,493  

Leases

     952       978       886       921       613  
                                        

Total recoveries

     6,579       4,148       5,851       5,641       3,111  
                                        

Net charge-offs

     38,651       15,037       5,265       12,714       7,748  
                                        

Allowance for loan and lease losses, December 31

   $ 113,749     $ 88,569     $ 62,643     $ 53,714     $ 54,093  
                                        

Average loans and leases outstanding

   $ 9,169,996     $ 5,979,878     $ 5,517,812     $ 5,234,463     $ 4,743,864  

Period-end loans and leases

     9,653,873       8,751,590       5,560,997       5,218,659       5,253,008  

Net charge-offs as a percentage of average loans and leases

     0.42 %     0.25 %     0.10 %     0.24 %     0.16 %

Allowance as a percentage of period-end loans and leases

     1.18 %     1.01 %     1.13 %     1.03 %     1.03 %

 

Determining the level of the allowance for probable loan and lease losses at any given point in time is difficult, particularly during uncertain economic periods. We must make estimates using assumptions and information that is often subjective and changing rapidly. The review of the loan and lease portfolios is a continuing process in light of a changing economy and the dynamics of the banking and regulatory environment. In our opinion, the allowance for loan and lease losses is adequate to meet probable incurred loan and lease losses at December 31, 2008. There can be no assurance, however, that we will not sustain losses in future periods that could be greater than the size of the allowance at December 31, 2008. The allowance for loan and lease losses as a percentage of non-performing loans and leases (coverage ratio) decreased to 105% at December 31, 2008, from 149% at December 31, 2007.

 

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Should the economic climate deteriorate further, borrowers may experience increasing difficulty in meeting their payment obligations, and the level of non-performing loans and assets, charge-offs, and delinquencies could rise and require further increases in the provision. In addition, regulatory authorities, as an integral part of their examinations, periodically review the level of the allowance for loan and lease losses and may require additions to the allowance based upon their judgments about information available to them at the time of examination.

 

It is our policy not to renegotiate the terms of a commercial loan simply because of a delinquency status. Rather, a commercial loan is typically transferred to non-accrual status if it is not well secured and in the process of collection, and is considered delinquent in payment if either principal or interest is past due 90 days or more. Interest income received on impaired commercial loans in 2008 and 2007, was $0.5 million and $0.07 million, respectively. Interest income that would have been recorded on these loans under the original terms was $5.5 million and $1.8 million for 2008 and 2007, respectively. At December 31, 2008, we had no binding outstanding commitments to advance additional funds with respect to these impaired loans.

 

Consumer loans are typically charged-off when they are 120 days past due unless they are secured by real estate. Loans secured by real estate are evaluated on the basis of collateral value. Loans that are well secured may continue to accrue interest, while other loans are charged down to net realizable value or placed on non-accrual depending upon their loan-to-value ratio.

 

Net charge-offs as a percentage of average loans and leases for the year ended December 31, 2008, were 0.42%, compared to 0.25% for 2007.

 

Table 4 is a presentation of the five-year history of non-performing assets and loans and leases contractually past due 90 days and not placed on non-accrual. At December 31, 2008, non-performing assets totaled $118.2 million and included $10.3 million in other real estate acquired through foreclosure and $2.6 million in restructured loans. At December 31, 2007, non-performing assets totaled $71.3 million, and included $11.9 million in other real estate acquired through foreclosure and $2.6 million in restructured loans. The increase in non-performing assets primarily is the result of the impact on our borrowers of the deterioration in economic conditions.

 

Table 4 - Non-Performing Assets

 

At December 31,

   2008     2007     2006     2005     2004  
     (Dollars in thousands)  

Loans contractually past due 90 days and still accruing

   $ 22,316     $ 12,199     $ 9,364     $ 8,998     $ 10,217  
                                        

Non-performing assets:

          

Nonaccrual loans:

          

Commercial, financial, and agricultural

   $ 13,882     $ 2,799     $ 1,264     $ 2,921     $ 1,866  

Real estate - construction

     49,774       20,998       9,631       0       0  

Real estate secured - residential

     18,271       11,755       5,900       5,629       5,801  

Real estate secured - commercial

     22,477       18,261       11,307       5,872       10,611  

Consumer

     844       397       2       76       146  

Leases

     65       2,531       2,221       2,894       1,983  

Restructured loans

     2,566       2,582       5,376       0       0  

Other real estate owned

     10,313       11,927       1,544       2,620       1,340  
                                        

Total non-performing assets

   $ 118,192     $ 71,250     $ 37,245     $ 20,012     $ 21,747  
                                        

Total non-performing assets as a percentage of period-end loans and leases and other real estate owned

     1.22 %     0.81 %     0.67 %     0.38 %     0.41 %

Allowance for loan and lease losses as a percentage of
non-performing loans and leases

     105 %     149 %     175 %     309 %     265 %

 

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Of the $105.3 million of non-accrual loans and leases at December 31, 2008, $83.5 million, or 79.3%, represented non-consumer-loan relationships greater than $0.5 million that had been evaluated and considered impaired under FAS No. 114. Of the $83.5 million of impaired loans, $21.4 million, or 25.6%, had no related reserve. The determination that no related reserve for these collateral-dependent loans was required was based on the net realizable value of the underlying collateral.

 

Real estate acquired through foreclosure is recorded at the lower of its carrying value or the fair market value of the property at the transfer date, as determined by a current appraisal, less estimated costs to sell. Prior to foreclosure, the recorded amount of the loan is written-down, if necessary, to the fair value of the related real estate collateral by charging the allowance for loan and lease losses. Subsequent to foreclosure, gains or losses on the sale of real estate acquired through foreclosure are recorded in operating income, and any losses determined as a result of periodic valuations are charged to other operating expense. Real estate acquired through foreclosure decreased $1.6 million from December 31, 2007 to December 31, 2008.

 

Loans with principal and/or interest delinquent 90 days or more and still accruing interest totaled $22.3 million at December 31, 2008, an increase of $10.1 million, from $12.2 million at December 31, 2007. Additional deterioration in the economy may adversely affect certain borrowers and may cause additional loans to become past due beyond 90 days or be placed on non-accrual status because of the uncertainty of receiving full payment of either principal or interest on these loans.

 

Potential problem loans consist of loans that are performing under contract but for which potential credit problems have caused us to place them on our internally monitored loan list. These loans, which are not included in Table 4, totaled $185.0 million at December 31, 2008, and $133.8 million at December 31, 2007. The increase of $51.2 million can be attributed to the deterioration of economic conditions throughout 2008 and migrations to our internally monitored loan list that occur in the normal course of business. Further deterioration in the state of the economy and its concomitant impact on these borrowers, as well as future events, such as regulatory examination assessments, may result in these loans and others not currently so identified being classified as non-performing assets in the future.

 

In light of the current economic situation, we have undertaken the following additional measures to recognize and resolve troubled credits:

 

   

we review all credit relationships in the categories of Commercial Real Estate, Commercial Construction – Real Estate, and Residential Real Estate with aggregate exposure of $5.0 million and loans of $2.5 million or greater during the third month of each quarter to determine the status of their global cash flows. This review includes a stress test for an increase of 1.0% in interest rates;

 

   

we hold credit quality meetings during the second month of each quarter to review all criticized and classified loans. This includes reviewing global cash flows and stress testing for an increase of 1.0% in interest rates;

 

   

we complete a fifteen-month rolling projection of potential non-accrual loans, charge-offs, foreclosed assets, loans ninety days past due and still accruing, total delinquencies, troubled debt restructurings, specific reserves, and recoveries over $0.5 million during the third month of every quarter. These projections are reviewed and discussed by executive management;

 

   

we hold monthly meetings with our work-out officers to review their portfolios and strategy to either upgrade or exit particular credit relationships;

 

   

we have instituted an ongoing review in our Consumer Lending area of all home equity line of credit loans to determine which property values and FICO scores have been negatively affected; and

 

   

we have established risk-based pricing to reflect the cost of classified and criticized loans.

 

We believe that 2009 will be a challenging year, with the effects of the recession moving into the commercial and industrial, commercial real estate, and consumer credit segments. However, we also believe that

 

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we have the proper monitoring systems in place to recognize issues in an appropriate time frame and to minimize the effect on our earnings.

 

Noninterest Income

 

Noninterest income, as a percentage of net interest income plus noninterest income, was 26%, 30%, and 35% for 2008, 2007, and 2006, respectively.

 

Noninterest income increased $21.7 million, or 17.9%, in 2008, over 2007. In general, increases in noninterest income are attributable to the effects of the Community acquisition on November 16, 2007. Non-Community related changes of note are as follows:

 

   

Decreased vehicle origination, servicing, and securitization fees of $4.5 million;

 

   

Increased wealth management fee income (includes asset management fees, income from fiduciary-related activities, and commissions on brokerage, life insurance, and annuity sales) of $8.5 million;

 

   

Decreased gains on sales of loans and leases of $1.9 million;

 

   

Increased net realized loss on securities of $5.5 million; and

 

   

Increased other income of $8.7 million.

 

Vehicle origination, servicing, and securitization fees. The 31.5% decrease was the result of a decrease in vehicle lease managed balances due to significant competition from captive finance companies and a reduction in securitization fees due to the closing of the auto lease securitization market in 2008.

 

Wealth management fee income. The 26.5% increase primarily was the result of the contribution from Stratton Management Company, which was acquired on April 30, 2008.

 

Gains on sale of loans and leases. In 2007, we recognized a $2.7 million gain in an auto lease securitization transaction. In 2008, there were no securitization transactions.

 

Net realized loss on securities. During the third quarter of 2008, we recognized a $17.5 million other-than-temporary impairment of certain corporate synthetic collateralized debt obligations in our available-for-sale investment portfolio. For additional information, refer to the discussion under “Financial Condition, Investment Securities.” During the second quarter of 2007, we restructured our available-for-sale investment portfolio and recognized an $11.8 million loss on the sale of selected securities.

 

Other. During the third quarter of 2008, we reclassified the fair value of cash flow hedges related to a forecasted sale of vehicle leases from accumulated other comprehensive loss to earnings and recognized a reduction in other noninterest income of $6.5 million. This reduction was more than offset by the additional other revenue generated by the Community acquisition.

 

Noninterest Expenses

 

Noninterest expenses increased $90.2 million, or 32.6%, in 2008, over 2007. In general, increases in noninterest expenses are attributable to the effects of the Community acquisition on November 16, 2007. Non-Community-related changes of note are as follows:

 

Salaries and employee benefits. Included in salaries and employee benefits is a $1.6 million restructuring charge recorded in September 2008 related to the merger of our three bank subsidiaries.

 

Other. Included in other noninterest expenses is a $2.1 million charge recorded in September 2008 to mitigate losses of customers of VFAM who held positions in a money market mutual fund managed by an

 

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independent mutual fund company. In September 2008, the Securities and Exchange Commission granted an order, requested by the independent mutual fund manager, to suspend all redemption requests for the fund and to allow for the postponement of redemption payments, temporarily leaving retail investors without access to their short-term cash. Based upon information from the fund manager, we believe that the fund’s net asset value upon an orderly liquidation will be ninety-seven cents per share. Should customers receive less than one dollar per share, our $2.1 million commitment will be available to mitigate our customers’ losses in the fund, up to three cents per share.

 

Income Taxes

 

Our effective tax rates for 2008 and 2007 were 24.6% and 29.3%, respectively.

 

The decrease in our effective tax rate for 2008 was the result of an increase in tax-advantaged income relative to total income in 2008, as compared to tax-advantaged income relative to total income in 2007. The increase in tax-advantaged income is due, in part, to the large municipal bond portfolio acquired in the Community acquisition on November 16, 2007.

 

Financial Condition

 

Summary of 2008 Compared to 2007

 

Total assets at December 31, 2008, were $13.7 billion, an increase of 4.6%, as compared to total assets of $13.1 billion at December 31, 2007. Loans and leases, increased to $9.7 billion at December 31, 2008, from $8.8 billion at December 31, 2007. Total deposits increased to $9.1 billion in 2008, from $8.9 billion during the same time period in 2007.

 

Equity capital was $1.9 billion at December 31, 2008, or $19.21 per common share, compared to $1.7 billion, or $20.12 per common share, at December 31, 2007. The calculation of book value per common share excludes from Shareholders’ Equity the carrying value of the preferred stock issued to the U.S. Treasury as part of the Capital Purchase Program. For additional information concerning the changes in equity capital, refer to the “Consolidated Statements of Changes in Shareholders’ Equity” in Part II, Item 8.

 

Fair Value Measurements and The Fair Value Option for Financial Assets and Financial Liabilities

 

Effective January 1, 2008, we adopted FAS No. 157, “Fair Value Measurements” and FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” At December 31, 2008, Susquehanna had made no elections to use fair value as an alternative measurement for selected financial assets and financial liabilities not previously carried at fair value. For additional information about our financial assets and financial liabilities carried at fair value, refer to “Note 23. Fair Value Disclosures” to the consolidated financial statements appearing in Part II, Item 8.

 

Investment Securities

 

Securities identified as “available for sale” are reported at their fair value, and the difference between that value and their amortized cost is recorded in the equity section, net of taxes, as a component of other comprehensive income. Accordingly, as a result of changes in the interest-rate environment and the economy in general, our total equity was negatively impacted by $69.3 million. Unrealized losses, net of taxes, on available-for-sale securities totaled $63.8 million at December 31, 2008, and unrealized gains, net of taxes, on available-for-sale securities totaled $5.4 million at December 31, 2008.

 

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Table 5 - Carrying Value of Investment Securities

 

Year ended December 31,

   2008    2007    2006
     Available-
for-Sale
   Held-to-
Maturity
   Available-
for-Sale
   Held-to-
Maturity
   Available-
for-Sale
   Held-to-
Maturity
     (Dollars in thousands)

U.S. Government agencies

   $ 444,022    $ 0    $ 533,019    $ 0    $ 509,872    $ 0

State and municipal

     308,546      4,595      268,633      4,792      27,141      6,146

Other securities

     6,364      4,550      68,227      0      72,282      0

Mortgage-backed securities

     965,853      0      1,078,401      0      714,747      0

Equity securities

     145,961      0      110,880      0      73,378      0
                                         

Total investment securities

   $ 1,870,746    $ 9,145    $ 2,059,160    $ 4,792    $ 1,397,420    $ 6,146
                                         

 

In September 2008, we recorded a pre-tax impairment charge of $17.5 million related to two synthetic collateralized debt obligations held in our investment portfolio. Each security has a par value of $10.0 million and one hundred underlying reference companies. Through August 31, 2008, there were no credit events (i.e. bankruptcies, conservatorships, or receiverships) related to any of the reference companies. However, given the significant developments that have affected the market, a number of credit events reduced the fair value of one security to 12.5% of par as of September 30, 2008, and the fair value of the other security to 12.0% of par as of September 30, 2008. We believe that it is probable that we will be unable to collect all amounts due according to the contractual terms of these securities. Accordingly, we recognized an other-than-temporary impairment and established new cost bases for the securities reflecting the September 30, 2008 fair value. At December 31, 2008, one security was given a below-investment-grade rating by the rating agencies, while the other security was rated BBB-. These are the only two securities of this type that we currently hold in our $1.9 billion investment portfolio.

 

During May and June of 2007, while planning for the Community acquisition and the resulting growth and composition of the investment portfolio, our management performed a comprehensive review of our available-for-sale investments. Management determined that for administrative and operational purposes, small remaining portions in mortgage-backed securities (“odd lots,” or securities with remaining par amounts of less than $2.0 million) should be sold. These odd lots, totaling $182.0 million, resulted from previous mergers and bank mergers and from principal amortization over time. Additionally, we determined that all collateralized mortgage obligations, regardless of the remaining par amount, with an aggregate total of $51.0 million should be sold. Many of these mortgage obligations were acquired in the historic low-interest-rate environment of 2002 through 2004. The restructuring involved the sale of approximately 16.0% of our available-for-sale investment portfolio, and resulted in a pre-tax charge of approximately $11.8 million in June 2007.

 

Securities identified as “trading account securities” are to be marked to market with the change recorded in the income statement. Presently, we do not engage in trading activity, but we do engage in active portfolio management that requires the majority of our security portfolios to be identified as available for sale. While Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” (“FAS No. 115”) requires segregation into held-to-maturity and available-for-sale categories (see Table 5), it does not change our policy concerning the purchase of only high quality securities. Strategies employed address liquidity, capital adequacy, and net interest margin considerations, which then determine the assignment of purchases into these two categories. Table 6 illustrates the maturities of these security portfolios and the weighted-average yields based upon amortized costs. Yields are shown on a tax equivalent basis assuming a 35% federal income tax rate.

 

At December 31, 2008, we held no securities of any one issuer (other than securities of U.S. Government agencies and corporations, which, by regulation, may be excluded from this disclosure) where the aggregate book value exceeded 10% of shareholders’ equity.

 

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Table 6 - Maturities of Investment Securities

 

At December 31, 2008

   Within 1
Year
    After 1 Year
but Within
5 Years
    After 5 Years
but Within
10 Years
    After 10
Years
    Total  
     (Dollars in thousands)  

Available-for-Sale

          

U.S. Government agencies

          

Fair value

   $ 21,954     $ 384,222     $ 37,846     $ 0     $ 444,022  

Amortized cost

     21,915       368,959       37,031       0       427,905  

Yield

     3.02 %     4.75 %     5.26 %     0.00 %     4.70 %

Corporate debt securities

          

Fair value

   $ 0     $ 0     $ 1,200     $ 5,164     $ 6,364  

Amortized cost

     0       0       2,450       26,334       28,784  

Yield

     0.00 %     0.00 %     6.88 %     6.24 %     6.29 %

Mortgage-backed securities

          

Fair value

   $ 0     $ 49,419     $ 95,445     $ 820,989     $ 965,853  

Amortized cost

     0       53,232       93,176       901,379       1,047,787  

Yield

     0.00 %     4.83 %     4.43 %     5.83 %     5.65 %

State and municipal securities

          

Fair value

   $ 4,010     $ 4,513     $ 27,282     $ 272,741     $ 308,546  

Amortized cost

     3,993       4,480       27,119       281,237       316,829  

Yield (TE)

     4.75 %     6.27 %     5.96 %     6.07 %     6.05 %

Equity securities

          

Fair value

           $ 145,961  

Amortized cost

             147,681  

Yield

             3.74 %

Held-to-Maturity

          

State and municipal

          

Fair value

   $ 0     $ 0     $ 0     $ 4,595     $ 4,595  

Amortized cost

     0       0       0       4,595       4,595  

Yield

     0.00 %     0.00 %     0.00 %     5.36 %     5.36 %

Other

          

Fair value

   $ 0     $ 0     $ 0     $ 4,550     $ 4,550  

Amortized cost

     0       0       0       4,550       4,550  

Yield

     0.00 %     0.00 %     0.00 %     7.16 %     7.16 %

Total Securities

          

Fair value

   $ 25,964     $ 438,154     $ 161,773     $ 1,108,039     $ 1,879,891  

Amortized cost

     25,908       426,671       159,776       1,218,095       1,978,131  

Yield

     3.28 %     4.77 %     4.92 %     5.90 %     5.38 %

 

Weighted-average yields are based on amortized cost. For presentation in this table, yields on tax-exempt securities have been calculated on a tax-equivalent basis.

 

Information included in this table regarding mortgage-backed securities is based on final maturities.

 

For additional information about our investment securities portfolio, refer to “Note 4. Investment Securities” and “Note 23. Fair Value Disclosures” to the consolidated financial statements appearing in Part II, Item 8.

 

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Loans and Leases

 

Loans and leases increased $902.3 million, from December 31, 2007 to December 31, 2008. The 10.3% increase was due to internal growth that was accomplished through our sales and marketing efforts and the fact that loan demand is still solid in our market area.

 

Our participation in the U.S. Treasury’s Capital Purchase Program brings with it a responsibility to make credit available to our local communities, and we have every intention of continuing our record of strong loan growth. We remain committed, however, to maintaining credit quality and doing business in our market area with customers we know.

 

In September 2008, we announced that, due to adverse market conditions, our previously disclosed plan to sell vehicle leases would not proceed. As a result, the $238.4 million in vehicle leases held for sale at December 31, 2007 and those subsequently originated are now classified as held for investment.

 

In January 2007, we exercised an early buyout option associated with Hann’s sale-leaseback transaction. As a result, Hann acquired approximately $78.4 million of beneficial interests in automobile leases and related vehicles. A significant portion of these automobile leases and related vehicles was sold to our banking subsidiaries and subsequently included in the February 2007 $300.4 million vehicle lease securitization transaction.

 

Table 7 presents loans outstanding, by type of loan, in our portfolio for the past five years. Our bank subsidiary has historically reported a significant amount of loans secured by real estate. Many of these loans have real estate collateral taken as additional security not related to the acquisition of the real estate pledged. Open-ended home equity loans totaled $353.1 million at December 31, 2008, and an additional $394.8 million was outstanding on loans with junior liens on residential properties at December 31, 2008. Senior liens on 1-4 family residential properties totaled $1.3 billion at December 31, 2008, and much of the $2.7 billion in loans secured by non-farm, non-residential properties represented collateralization of operating lines of credit, or term loans that finance equipment, inventory, or receivables. Loans secured by farmland totaled $178.2 million, while loans secured by multi-family residential properties totaled $203.5 million at December 31, 2008.

 

Table 8 represents the maturity of commercial, financial, and agricultural loans, as well as real estate construction loans. Table 9 presents the allocation of the allowance for loan and lease losses by type of loan.

 

Table 7 - Loan and Lease Portfolio

 

At December 31,

  2008     2007     2006     2005     2004  
    Amount   Percentage
of Loans
to Total
Loans

and Leases
    Amount   Percentage
of Loans
to Total
Loans

and Leases
    Amount   Percentage
of Loans
to Total
Loans

and Leases
    Amount   Percentage
of Loans
to Total
Loans

and Leases
    Amount   Percentage
of Loans
to Total
Loans

and Leases
 
                        (Dollars in thousands)                      

Commercial, financial, and agricultural

  $ 2,169,262   22.4 %   $ 1,781,981   20.4 %   $ 978,522   17.6 %   $ 832,695   16.0 %   $ 760,106   14.5 %

Real estate:

                   

construction

    1,313,647   13.6       1,292,953   14.8       1,064,452   19.1       934,601   17.9       741,660   14.1  

residential

    2,298,709   23.8       2,151,923   24.6       1,147,741   20.6       1,355,513   26.0       1,611,999   30.7  

commercial

    2,875,502   29.8       2,661,841   30.3       1,577,534   28.5       1,257,860   24.1       1,252,753   23.8  

Consumer

    314,051   3.3       411,159   4.7       313,848   5.6       319,925   6.1       351,846   6.7  

Leases

    682,702   7.1       451,733   5.2       478,900   8.6       518,065   9.9       534,644   10.2  
                                                           

Total

  $ 9,653,873   100.0 %   $ 8,751,590   100.0 %   $ 5,560,997   100.0 %   $ 5,218,659   100.0 %   $ 5,253,008   100.0 %
                                                           

 

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Table 8 - Loan Maturity and Interest Sensitivity

 

At December 31, 2008

   Under One
Year
   One to Five
Years
   Over Five
Years
   Total
     (Dollars in thousands)

Maturity

           

Commercial, financial, and agricultural

   $ 773,164    $ 995,914    $ 400,184    $ 2,169,262

Real estate - construction

     816,409      342,055      155,183      1,313,647
                           
   $ 1,589,573    $ 1,337,969    $ 555,367    $ 3,482,909
                           

Rate sensitivity of loans with maturities greater than 1 year

                   

Variable rate

      $ 447,459    $ 298,121    $ 745,580

Fixed rate

        890,510      257,246      1,147,756
                       
      $ 1,337,969    $ 555,367    $ 1,893,336
                       

 

Table 9 - Allocation of Allowance for Loan and Lease Losses

 

At December 31,

   2008    2007     2006    2005    2004
     (Dollars in thousands)

Commercial, financial, and agricultural

   $ 22,599    $ 23,970     $ 16,637    $ 16,205    $ 14,775

Real estate - construction

     31,734      20,552       12,419      5,833      3,507

Real estate secured - residential

     16,189      12,125       6,891      7,967      9,743

Real estate secured - commercial

     33,765      23,320       15,065      11,571      13,760

Consumer

     3,253      4,778       4,568      5,475      5,779

Leases

     5,868      4,203       6,589      6,645      6,050

Overdrafts

     34      57       21      18      0

Loans in process

     285      0       0      0      0

Unallocated

     22      (436 )     453      0      479
                                   

Total

   $ 113,749    $ 88,569     $ 62,643    $ 53,714    $ 54,093
                                   

 

Substantially all of our loans and leases are to enterprises and individuals in our market area. As shown in Table 10, there is no concentration of loans to borrowers in any one industry, or related industries, which exceeds 10% of total loans.

 

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Table 10 - Loan Concentrations

 

At December 31, 2008, Susquehanna’s portfolio included the following industry concentrations:

 

     Permanent    Construction    All
Other
   Total
Amount
   % Nonperforming
in Each Category
   % of Total Loans
and Leases
Outstanding
     (Dollars in thousands)

Residential construction

   $ 111,109    $ 438,835    $ 29,861    $ 579,805    4.53    6.01

Real estate - residential

     477,317      46,740      22,973      547,030    0.34    5.67

Land development (site work) construction

     76,390      416,736      23,469      516,595    4.30    5.35

Motor vehicles

     380,293      215      56,931      437,439    0.56    4.53

Manufacturing

     101,833      10,729      205,333      317,895    0.55    3.29

Hotels/motels

     272,574      25,528      1,218      299,320    0.30    3.10

Retail consumer goods

     91,524      4,832      121,196      217,552    1.41    2.25

Agriculture

     175,102      2,342      38,761      216,205    1.54    2.24

Lessors of professional offices

     206,996      8,552      0      215,548    0.69    2.23

Public services

     53,432      4,430      121,427      179,289    0.64    1.86

Medical services

     69,746      3,674      98,711      172,131    0.49    1.78

Wholesalers

     50,645      1,739      101,650      154,034    0.26    1.60

Contractors

     61,947      12,002      79,553      153,502    3.89    1.59

Warehouses

     121,604      5,756      0      127,360    0.41    1.32

Elderly/child care services

     82,345      2,231      37,050      121,626    2.13    1.26

Recreation

     74,633      12,004      17,237      103,874    1.84    1.08

Real estate services

     56,369      31,084      13,448      100,901    0.00    1.05

Retail real estate, shopping malls

     96,330      0      0      96,330    0.00    1.00

Retail real estate, excluding malls

     92,889      2,946      0      95,835    0.07    0.99

Restaurants/bars

     69,922      1,918      23,252      95,092    1.66    0.99

Commercial construction

     48,047      24,420      9,743      82,210    2.31    0.85

Transportation

     11,283      134      69,931      81,348    0.78    0.84

Self storage units

     55,911      16,556      0      72,467    0.00    0.75

Medical office space

     51,368      13,990      0      65,358    0.66    0.68

 

Goodwill and Other Identifiable Intangible Assets

 

Goodwill recognized as a result of the Community acquisition was $615.5 million, and intangibles with finite lives were $40.5 million.

 

We test goodwill for impairment on an annual basis, or more often if events or circumstances indicate that there may be an impairment. We performed our annual goodwill impairment test as of May 31, 2008, and determined that there was no impairment. However, given the continuing downturn in the economy and overall market conditions since that time and the fact that our market capitalization has been below the book value of our equity, we decided an interim goodwill impairment test was required under FAS No. 142 as of December 31, 2008. This test requires significant judgment and analysis.

 

Susquehanna’s goodwill impairment test begins with a comparison between the fair value of the underlying reporting unit and its carrying amount (book value), including goodwill. If the estimated fair value is less than the carrying value, it is likely that an impairment has occurred.

 

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Based upon our analyses at May 31 and December 31, 2008, fair value of each of Susquehanna’s reporting units exceeded their book value for the reporting units, and there was no goodwill impairment. However, due to the ongoing turmoil in market conditions, we will continue to monitor and evaluate the carrying value of goodwill for possible future impairment.

 

Deposits

 

Our deposit base is consumer-oriented, consisting of time deposits, primarily certificates of deposit with various terms, interest-bearing demand accounts, savings accounts, and demand deposits. Average deposit balances by type and the associated average rate paid are summarized in Table 11.

 

Table 11 - Average Deposit Balances

 

Year ended December 31,

   2008     2007     2006  
     Average
Balance
   Average
Rate Paid
    Average
Balance
   Average
Rate Paid
    Average
Balance
   Average
Rate Paid
 
     (Dollars in thousands)  

Demand deposits

   $ 1,205,381    0.00 %   $ 935,018    0.00 %   $ 946,369    0.00 %

Interest-bearing demand deposits

     2,604,337    1.29       2,173,731    2.83       1,846,483    2.78  

Savings deposits

     723,612    0.67       480,065    0.89       496,056    1.00  

Time deposits

     4,402,956    3.80       2,720,688    4.58       2,408,684    4.12  
                           

Total

   $ 8,936,286      $ 6,309,502      $ 5,697,592   
                           

 

Total deposits increased $121.4 million, or 1.4%, from December 31, 2007, to December 31, 2008. This relatively small increase reflects the intense competition within our marketplace to attract new deposits.

 

We do not rely upon time deposits of $0.1 million or more as a principal source of funds, as they represent only 17.6% of total deposits. Table 12 presents a breakdown by maturity of time deposits of $0.1 million or more as of December 31, 2008.

 

Table 12 - Deposit Maturity

 

The maturities of time deposits of $0.1 million or more at December 31, 2008, were as follows:

 

(Dollars in thousands)

    

Three months or less

   $ 481,193

Over three months through six months

     195,646

Over six months through twelve months

     529,756

Over twelve months

     389,079
      

Total

   $ 1,595,674
      

 

Short-term Borrowings

 

Short-term borrowings, which include securities sold under repurchase agreements, federal funds purchased, borrowings through the Federal Reserve’s Term Auction Facility, and Treasury tax and loan notes, increased by $341.8 million, or 60.1%, from December 31, 2007, to December 31, 2008.

 

Since our loan growth has been greater than our deposit growth, we have used short-term borrowings, primarily in the forms of federal funds purchased and the term auction facility, to fund loans.

 

Federal Home Loan Bank Borrowings and Long-term Debt

 

Federal Home Loan Bank borrowings decreased $76.0 million from December 31, 2007 to December 31, 2008. This decrease is the result of increasing our short-term borrowings at lower interest rates.

 

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On December 31, 2008, we issued a $25.0 million subordinated note to another financial institution. The note bears interest at three-month LIBOR plus 4.50% and matures in December 2018.

 

Contractual Obligations and Commercial Commitments

 

Table 13 presents certain of our contractual obligations and commercial commitments and their expected year of payment or expiration.

 

Table 13 - Contractual Obligations and Commercial Commitments at December 31, 2008

 

     Payments Due by Period

Contractual Obligations

   Total    Less than 1
Year
   1 - 3 Years    4 - 5 Years    Over 5
Years
     (Dollars in thousands)

Certificates of deposit

   $ 4,641,327    $ 3,076,919    $ 1,037,664    $ 521,701    $ 5,043

FHLB borrowings

     1,069,784      139,996      236,921      291,133      401,734

Long-term debt

     448,082      0      0      75,000      373,082

Operating leases

     122,441      13,212      22,790      18,165      68,274

Residual value guaranty fees

     13,860      4,620      9,240      0      0
              
     Commitment Expiration by Period

Other Commercial Commitments

   Total    Less than 1
Year
   1 - 3 Years    4 - 5 Years    Over 5
Years
     (Dollars in thousands)

Stand-by letters of credit

   $ 442,725    $ 318,236    $ 124,489    $ 0    $ 0

Commercial commitments

     823,875      470,062      353,813      0      0

Real estate commitments

     699,435      235,584      463,851      0      0

 

Capital Adequacy

 

Risk-based capital ratios, based upon guidelines adopted by bank regulators in 1989, focus upon credit risk. Assets and certain off-balance-sheet items are segmented into one of four broad risk categories and weighted according to the relative percentage of credit risk assigned by the regulatory authorities. Off-balance-sheet instruments are converted into a balance sheet credit equivalent before being assigned to one of the four risk-weighted categories. To supplement the risk-based capital ratios, the regulators issued a minimum leverage ratio guideline (Tier 1 capital as a percentage of average assets less excludable intangibles).

 

Capital elements are segmented into two tiers. Tier 1 capital represents shareholders’ equity plus junior subordinated debentures reduced by excludable intangibles. Tier 2 capital represents certain allowable long-term debt, the portion of the allowance for loan and lease losses equal to 1.25% of risk-adjusted assets, and 45% of the unrealized gain on equity securities. The sum of Tier 1 capital and Tier 2 capital is “total risk-based capital.”

 

The maintenance of a strong capital base at the parent company level as well as at the bank level is an important aspect of our philosophy. We and the bank have leverage and risk-weighted ratios well in excess of regulatory minimums, and each entity is considered “well capitalized” under regulatory guidelines.

 

For additional information related to our risk-based capital ratios, see “Note 15. Capital Adequacy” to the consolidated financial statements appearing in Part II, Item 8.

 

Market Risks

 

The types of market risk exposures generally faced by banking entities include:

 

   

equity market price risk;

 

   

liquidity risk;

 

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interest rate risk;

 

   

foreign currency risk; and

 

   

commodity price risk.

 

Due to the nature of our operations, foreign currency and commodity price risk are not significant to us. However, in addition to general banking risks, we have other risks that are related to vehicle leasing, asset securitizations, and off-balance-sheet financing that are also discussed below.

 

Equity Market Price Risk

 

Equity market price risk is the risk related to market fluctuations of equity prices in the securities markets. While we do not have significant risk in our investment portfolio, market price fluctuations may affect fee income generated through our asset management operations. Generally, our fee structure is based on the market value of assets being managed at specific time frames. If market values decline, our fee income may also decline.

 

Liquidity Risk

 

The maintenance of adequate liquidity — the ability to meet the cash requirements of our customers and other financial commitments — is a fundamental aspect of our asset/liability management strategy. Our policy of diversifying our funding sources — purchased funds, repurchase agreements, and deposit accounts — allows us to avoid undue concentration in any single financial market and also to avoid heavy funding requirements within short periods of time. At December 31, 2008, our bank subsidiary had approximately $1.1 billion available under a collateralized line of credit with the Federal Home Loan Bank of Pittsburgh; and $624.8 million more would have been available provided that additional collateral had been pledged.

 

Over the past few years, as an additional source of liquidity, we periodically entered into securitization transactions in which we sold the beneficial interests in loans and leases to qualified special purpose entities (QSPEs). Since our last securitization, which occurred in February 2007, adverse market conditions have made such transactions extremely difficult, as evidenced by our inability to complete the securitization forecasted for 2008. As an alternative source of funding, we have pledged the leases previously held for sale and certain auto loans to obtain collateralized borrowing availability at the Federal Reserve’s Discount Window and Term Auction Facility. At December 31, 2008, we had collateralized availability of $406.3 million.

 

Liquidity is not entirely dependent on increasing our liability balances. Liquidity is also evaluated by taking into consideration maturing or readily marketable assets. Unrestricted short-term investments amounted to $119.1 million for the year ended December 31, 2008, and represented additional sources of liquidity.

 

Management believes these sources of liquidity are sufficient to support our banking operations.

 

Interest Rate Risk

 

The management of interest rate risk focuses on controlling the risk to net interest income and the associated net interest margin as the result of changing market rates and spreads. Interest rate sensitivity is the matching or mismatching of the repricing and rate structure of the interest-bearing assets and liabilities. Our goal is to control risk exposure to changing rates within management’s accepted guidelines to maintain an acceptable level of risk exposure in support of consistent earnings.

 

We employ a variety of methods to monitor interest rate risk. These methods include basic gap analysis, which points to directional exposure; routine rate shocks simulation; and evaluation of the change in economic value of equity. Board directed guidelines have been adopted for both the rate shock simulations and economic value of equity exposure limits. By dividing the assets and liabilities into three groups — fixed rate, floating rate, and those which reprice only at our discretion — strategies are developed to control the exposure to interest rate fluctuations.

 

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Our interest rate risk using the static gap analysis is presented in Table 14. This method reports the difference between interest-rate sensitive assets and liabilities at a specific point in time. Management uses the static gap methodology to identify our directional interest-rate risk. Table 14 also illustrates our estimated interest-rate sensitivity (periodic and cumulative) gap positions as calculated as of December 31, 2008, and 2007. These estimates include anticipated prepayments on commercial and residential loans, and mortgage-backed securities, in addition to certain repricing assumptions relative to our core deposits. Traditionally, an institution with more assets repricing than liabilities over a given time frame is considered asset sensitive, and one with more liabilities repricing than assets is considered liability sensitive. An asset sensitive institution will generally benefit from rising rates, and a liability sensitive institution will generally benefit from declining rates. Static gap analysis is widely accepted because of its simplicity in identifying interest rate risk exposure; but it ignores market spread adjustments, the changing mix of the balance sheet, planned balance sheet management strategies, and the change in prepayment assumptions.

 

Table 14 - Balance Sheet Gap Analysis

 

At December 31, 2008

   1-3
months
    3-12
months
    1-3
years
    Over 3
years
    Total
     (Dollars in thousands)

Assets

          

Short-term investments

   $ 119,357     $ 0     $ 0     $ 3     $ 119,360

Investments

     462,765       579,848       534,363       302,914       1,879,890

Loans and leases, net of unearned income

     3,725,781       1,589,377       2,435,705       1,903,010       9,653,873
                                      

Total

   $ 4,307,903     $ 2,169,225     $ 2,970,068     $ 2,205,927     $ 11,653,123
                                      

Liabilities

          

Interest-bearing demand

   $ 1,071,670     $ 257,505     $ 841,626     $ 357,674     $ 2,528,475

Savings

     43,454       130,364       382,402       139,055       695,275

Time

     901,119       1,436,219       648,362       59,952       3,045,652

Time in denominations of $100 or more

     663,036       724,078       191,048       17,512       1,595,674

Total borrowings

     1,084,887       26,995       301,856       1,014,347       2,428,085
                                      

Total

   $ 3,764,166     $ 2,575,161     $ 2,365,294     $ 1,588,540     $ 10,293,161
                                      

Impact of other assets, other liabilities, capital, and noninterest-bearing deposits:

   ($ 70,770 )   ($ 226,129 )   ($ 663,312 )   ($ 399,751 )  

Interest Sensitivity Gap:

          

Periodic

   $ 472,967     ($ 632,065 )   ($ 58,538 )   $ 217,636    

Cumulative

       (159,098 )     (217,636 )     0    

Cumulative gap as a percentage of total assets

     3 %     -1 %     -2 %     0 %  

At December 31, 2007

   1-3
months
    3-12
months
    1-3
years
    Over 3
years
    Total
     (Dollars in thousands)

Assets

          

Short-term investments

   $ 140,854     $ 0     $ 0     $ 2,430     $ 143,284

Investments

     367,357       409,721       758,064       528,810       2,063,952

Loans and leases, net of unearned income

     3,090,669       1,492,473       2,349,564       1,818,884       8,751,590
                                      

Total

   $ 3,598,880     $ 1,902,194     $ 3,107,628     $ 2,350,124     $ 10,958,826
                                      

Liabilities

          

Interest-bearing demand

   $ 1,384,915     $ 314,564     $ 818,470     $ 312,076     $ 2,830,025

Savings

     35,016       105,052       423,156       150,760       713,984

Time

     507,609       1,463,800       717,663       61,795       2,750,867

Time in denominations of $100 or more

     439,059       674,540       219,812       24,041       1,357,452

Total borrowings

     1,143,804       131,836       405,509       450,006       2,131,155
                                      

Total

   $ 3,510,403     $ 2,689,792     $ 2,584,610     $ 998,678     $ 9,783,483
                                      

Impact of other assets, other liabilities, capital, and noninterest-bearing deposits:

   ($ 76,787 )   ($ 243,201 )   ($ 732,482 )   ($ 122,873 )  

Interest Sensitivity Gap:

          

Periodic

   $ 11,690     ($ 1,030,799 )   ($ 209,464 )   $ 1,228,573    

Cumulative

       (1,019,109 )     (1,228,573 )     0    

Cumulative gap as a percentage of total assets

     0 %     -8 %     -9 %     0 %  

 

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In addition to static gap reports comparing the sensitivity of interest-earning assets and interest-bearing liabilities to changes in interest rates, we also utilize simulation analysis that measures our exposure to interest rate risk. The financial simulation model calculates the income effect and the economic value of assets, liabilities and equity at current and forecasted interest rates, and at hypothetical higher and lower interest rates at one percent intervals. The income effect and economic value of defined categories of financial instruments is calculated by the model using estimated cash flows based on embedded options, prepayments, early withdrawals, and weighted average contractual rates and terms. For economic value calculations, the model also considers discount rates for similar financial instruments. The economic values of longer-term fixed-rate financial instruments are generally more sensitive to changes in interest rates. Adjustable-rate and variable-rate financial instruments largely reflect only a change in economic value representing the difference between the contractual and discounted rates until the next contractual interest rate repricing date, unless subject to rate caps and floors.

 

A portion of our loan portfolio consists of commercial and residential mortgage loans containing embedded options, which permit the borrower to repay the principal balance of the loan prior to maturity (“prepayments”) without penalty. A loan’s susceptibility for prepayment is dependent upon a number of factors, including the current interest rate versus the contractual interest rate of the loan, the financial ability of the borrower to refinance, the economic benefit and the availability of refinancing at attractive terms in addition to general changes in customers’ needs. Refinancing may also depend upon economic and other factors in specific geographic areas that affect the sales and price levels of residential property. In a changing interest rate environment, prepayments may increase or decrease depending on the current relative levels and expectations of future short-term and long-term interest rates.

 

Changes in market rates and general economic conditions will have an impact on an organization’s mortgage-backed security portfolio. This will have an associated change on our sensitivity position in changing economic times. Savings and checking deposits generally may be withdrawn upon the customer’s request without prior notice. A continuing relationship with customers resulting in future deposits and withdrawals is generally predictable, resulting in a dependable source of funds. Time deposits generally have early withdrawal penalties, while term FHLB borrowings and subordinated notes have prepayment penalties, which discourage customer withdrawal of time deposits and prepayment of FHLB borrowings and subordinated notes prior to maturity.

 

Our floating-rate loan portfolio is primarily indexed to national interest rate indices. The portfolio is funded by interest-bearing liabilities which are determined by other indices, primarily deposits and FHLB borrowings. A changing interest rate environment may result in different levels of changes to the different indices resulting in disproportionate changes in the value of, and the net earnings generated from, such financial instruments. Basis risk is the result of this inconsistent change in the indices, with historical relationships not always being a good indicator.

 

Tables 15 and 16 reflect the estimated income effect and economic value of assets, liabilities, and equity calculated using certain assumptions we determined as of December 31, 2008, and 2007, at then current interest rates and at hypothetical higher and lower interest rates in 1% and 2% increments. As noted in Table 15, the economic value of equity at risk as of December 31, 2008, is -1%, at an interest rate change of positive 2%, while Table 16 discloses that net interest income at risk as of December 31, 2008, is -7%, at an interest rate change of negative 1%.

 

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Table 15 - Balance Sheet Shock Analysis

 

At December 31, 2008

   -1%     Base
Present
Value
    1%     2%  

Assets

        

Cash and due from banks

   $ 237,701     $ 237,701     $ 237,701     $ 237,701  

Short-term investments

     119,360       119,360       119,360       119,360  

Investment securities:

        

Held-to-maturity

     4,595       4,595       4,595       4,595  

Available-for-sale

     2,043,042       1,903,994       1,955,460       1,906,938  

Loans and leases, net of unearned income

     9,939,763       9,798,658       9,662,752       9,534,731  

Other assets

     1,905,912       1,905,912       1,905,912       1,905,912  
                                

Total assets

   $ 14,250,373     $ 13,970,220     $ 13,885,780     $ 13,709,237  
                                

Liabilities

        

Deposits:

        

Non-interest bearing

     1,175,472       1,156,090       1,134,222       1,112,961  

Interest-bearing

     7,928,187       7,886,192       7,833,551       7,781,807  

Total borrowings

     2,369,715       2,313,670       2,261,996       2,226,531  

Other liabilities

     242,492       242,492       242,492       242,492  
                                

Total liabilities

     11,715,866       11,598,444       11,472,261       11,363,791  

Total economic equity

     2,534,507       2,371,776       2,413,519       2,345,446  

Off balance sheet

     0       0       0       0  
                                

Total liabilities and equity

   $ 14,250,373     $ 13,970,220     $ 13,885,780     $ 13,709,237  
                                

Economic equity ratio

     18 %     17 %     17 %     17 %

Value at risk

   $ 162,731     $ 0     $ 41,743     ($ 26,330 )

% Value at risk

     7 %     0 %     2 %     -1 %

 

At December 31, 2007

   -2%     -1%     Base
Present
Value
    1%     2%  
     (Dollars in thousands)  

Assets

          

Cash and due from banks

   $ 326,965     $ 326,965     $ 326,965     $ 326,965     $ 326,965  

Short-term investments

     143,277       143,274       143,271       143,269       143,266  

Investment securities:

          

Held-to-maturity

     4,792       4,792       4,792       4,792       4,792  

Available-for-sale

     2,140,691       2,107,057       2,079,271       2,004,859       1,919,878  

Loans and leases, net of unearned income

     9,023,671       8,883,127       8,754,378       8,632,427       8,508,007  

Other assets

     1,880,784       1,880,784       1,880,784       1,180,784       1,880,784  
                                        

Total assets

   $ 13,520,180     $ 13,345,999     $ 13,189,461     $ 12,293,096     $ 12,783,692  
                                        

Liabilities

          

Deposits:

          

Non-interest bearing

     1,241,078       1,218,113       1,195,770       1,174,026       1,152,862  

Interest-bearing

     7,698,368       7,637,179       7,589,121       7,535,290       7,482,569  

Total borrowings

     2,140,037       2,053,749       2,002,628       1,970,659       1,943,299  

Other liabilities

     272,706       272,706       272,706       272,706       272,706  
                                        

Total liabilities

     11,352,189       11,181,747       11,060,225       10,952,681       10,851,436  

Total economic equity

     2,167,991       2,164,252       2,129,236       2,040,415       1,932,256  

Off balance sheet

     0       0       0       0       0  
                                        

Total liabilities and equity

   $ 13,520,180     $ 13,345,999     $ 13,189,461     $ 12,993,096     $ 12,783,692  
                                        

Economic equity ratio

     16 %     16 %     16 %     16 %     15 %

Value at risk

   $ 38,755     $ 35,016     $ 0     ($ 88,821 )   ($ 196,980 )

% Value at risk

     2 %     2 %     0 %     -4 %     -9 %

 

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Table 16 - Net Interest Income Shock Analysis

 

At December 31, 2008

         -1%     Base
Scenario
    1%     2%  

Interest income:

          

Short-term investments

     $ 1,272     $ 1,399     $ 2,692     $ 4,097  

Investments

       91,409       98,238       104,826       109,122  

Loans and leases

       500,779       539,814       580,126       620,796  
                                  

Total interest income

       593,460       639,451       687,644       734,015  
                                  

Interest expense:

          

Interest-bearing demand and savings

       16,137       26,194       38,844       55,670  

Time

       126,359       134,170       149,078       164,031  

Total borrowings

       75,664       77,694       88,365       99,029  
                                  

Total interest expense

       218,160       238,058       276,287       318,730  
                                  

Net interest income

     $ 375,300     $ 401,393     $ 411,357     $ 415,285  
                                  

Net interest income at risk

     ($ 26,093 )   $ 0     $ 9,964     $ 13,892  

% Net interest income at risk

       -7 %     0 %     2 %     3 %

At December 31, 2007

   -2%     -1%     Base
Scenario
    1%     2%  
     (Dollars in thousands)  

Interest income:

          

Short-term investments

   $ 8,257     $ 11,878     $ 15,471     $ 19,168     $ 22,784  

Investments

     100,889       106,812       110,462       112,746       115,207  

Loans and leases

     547,358       582,543       617,404       651,162       683,508  
                                        

Total interest income

     656,504       701,233       743,337       783,076       821,499  
                                        

Interest expense:

          

Interest-bearing demand and savings

     16,354       36,997       64,638       88,202       111,809  

Time

     122,195       137,637       154,263       171,036       187,857  

Total borrowings

     84,547       93,052       99,931       112,177       124,427  
                                        

Total interest expense

     223,096       267,686       318,832       371,415       424,093  
                                        

Net interest income

   $ 433,408     $ 433,547     $ 424,505     $ 411,661     $ 397,406  
                                        

Net interest income at risk

   $ 8,903     $ 9,042     $ 0     ($ 12,844 )   ($ 27,099 )

% Net interest income at risk

     2 %     2 %     0 %     -3 %     -6 %

 

Derivative Financial Instruments and Hedging Activities

 

Our interest rate risk management strategy involves hedging the repricing characteristics of certain assets and liabilities so as to mitigate adverse effects on our net interest margin and cash flows from changes in interest rates. While we do not participate in speculative derivatives trading, we consider it prudent to use certain derivative instruments to add stability to our interest income and expense, to modify the duration of specific assets and liabilities, and to manage our exposure to interest rate movements.

 

Additionally, we execute derivative instruments in the form of interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those derivatives are immediately hedged by offsetting derivative contracts, such that we minimize our net risk exposure resulting from such transactions. We do not use credit default swaps in our investment or hedging operations.

 

At December 31, 2008, the aggregate amount of derivative assets recorded in other assets was $21.9 million, and the aggregate amount of derivative liabilities recorded in other liabilities was $22.4 million. Furthermore, net

 

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credit valuation adjustments reduced the settlement values of our derivative assets by $1.2 million and the settlement values of our derivative liabilities by $1.7 million. During 2008, we recognized noninterest income of $0.4 million related to credit valuation adjustments on nonhedge derivative instruments

 

In September 2008, we announced that, due to adverse market conditions, a forecasted sale of vehicle leases would not occur, and the associated interest rate swap agreements were terminated. In accordance with generally accepted accounting principles, we reclassified $2.1 million (net of taxes of $1.1 million) from accumulated comprehensive loss to earnings and recognized an additional reduction in pre-tax income of $3.3 million.

 

For additional information about our derivative financial instruments, refer to “Note 22. Derivative Financial Instruments” and “Note 23. Fair Value Disclosures” to the consolidated financial statements appearing in Part II, Item 8.

 

Vehicle Leasing Residual Value Risk

 

In an effort to manage the vehicle residual value risk arising from the auto leasing business of Hann and our affiliate banks, Hann and the banks have entered into arrangements with Auto Lenders Liquidation Center, Inc. (“Auto Lenders”) pursuant to which Hann or a bank, as applicable, effectively transferred to Auto Lenders all residual value risk of its respective auto lease portfolio, and all residual value risk on any new leases originated over the term of the applicable agreement. Auto Lenders, which was formed in 1990, is a used-vehicle remarketer with four retail locations in New Jersey and has access to various wholesale facilities throughout the country. Under these arrangements, Auto Lenders agrees to purchase the beneficial interest in all vehicles returned by the obligors at the scheduled expiration of the related leases for a purchase price equal to the stated residual value of such vehicles. Stated residual values of new leases are set in accordance with the standards approved in advance by Auto Lenders. Under a servicing agreement with Auto Lenders, Hann also agrees to make monthly guaranty payments to Auto Lenders based upon a negotiated schedule covering a three-year period. At the end of each year, the servicing agreement may be renewed by the mutual agreement of the parties for an additional one-year term, beyond the current three-year term, subject to renegotiation of the payments for the additional year. During the renewal process, we periodically obtain competitive quotes from third parties to determine the best remarketing and/or residual guarantee alternatives for Hann and our bank affiliates.

 

Securitizations and Off-Balance-Sheet Financings

 

TABLE 17 - Components of Loans and Leases Serviced

 

     As of December 31, 2008    As of December 31, 2007
     (Dollars in thousands)

Lease Securitization Transactions*

   $ 123,608    $ 463,517

Home Equity Loan Securitization Transactions*

     286,577      334,417

Agency Arrangements and Lease Sales*

     31,645      61,551

Leases and Loans Held in Portfolio

     9,653,873      8,751,590
             

Total Leases and Loans Serviced

   $ 10,095,703