WSBC » Topics » WEB SITE ACCESS TO WESBANCOS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISION

These excerpts taken from the WSBC 10-K filed Mar 12, 2008.

WEB SITE ACCESS TO WESBANCO’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISION

All of WesBanco’s electronic filings for 2007 filed with the Securities and Exchange Commission (“SEC”), including this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are made available at no cost on WesBanco’s website, www.wesbanco.com, through the “Investor Relations” link as soon as reasonably practicable after WesBanco files such material with, or furnishes it to, the SEC. WesBanco’s SEC filings are also available through the SEC’s website at www.sec.gov.

Upon written request of any shareholder of record on December 31, 2007, WesBanco will provide, without charge, a printed copy of its 2007 Annual Report on Form 10-K, including financial statements and schedules, as required to be filed with the SEC. To obtain a copy of the 2007 Annual Report on Form 10-K, contact: Linda Woodfin, WesBanco, Inc., 1 Bank Plaza, Wheeling, WV 26003 (304) 234-9201.

WEB SITE
ACCESS TO WESBANCO’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISION

All of WesBanco’s electronic filings for 2007 filed
with the Securities and Exchange Commission (“SEC”), including this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, are made available at no cost on WesBanco’s website, www.wesbanco.com, through the “Investor Relations” link as soon as reasonably practicable after WesBanco files such
material with, or furnishes it to, the SEC. WesBanco’s SEC filings are also available through the SEC’s website at www.sec.gov.

FACE="Times New Roman" SIZE="2">Upon written request of any shareholder of record on December 31, 2007, WesBanco will provide, without charge, a printed copy of its 2007 Annual Report on Form 10-K, including financial statements and
schedules, as required to be filed with the SEC. To obtain a copy of the 2007 Annual Report on Form 10-K, contact: Linda Woodfin, WesBanco, Inc., 1 Bank Plaza, Wheeling, WV 26003 (304) 234-9201.

STYLE="margin-top:18px;margin-bottom:0px">COMPETITION

Competition in the form of price and
service from other banks, including local, regional and national banks and financial companies such as savings and loans, internet banks, credit unions, finance companies, brokerage firms and other non-banking companies providing various regulated
and non-regulated financial services products is intense in most of the markets served by WesBanco and its subsidiaries. WesBanco’s trust and investment services segment receives competition from commercial bank and trust companies, mutual fund
companies, investment advisory firms, law firms, brokerage firms and other financial services companies. As a result of the deregulation of the financial services industry, (see the discussion of the Gramm-Leach-Bliley Act of 1999 in the section of
this item so captioned) mergers between, and the expansion of, financial institutions both within and outside West Virginia have provided significant competitive pressure in WesBanco’s major markets. Some of WesBanco’s competitors have
greater resources and, as such, may have higher lending limits and may offer other products and services that are not provided by WesBanco. WesBanco generally competes on the basis of customer service and responsiveness to customer needs, available
loan and deposit products, rates of interest charged on loans, rates of interest paid for funds, and the availability and pricing of trust, brokerage and insurance services. As WesBanco has expanded into new, larger Ohio metropolitan markets it
faces entrenched large bank competitors with an already existing customer base that may far exceed WesBanco’s initial entry position into that market. As a result, WesBanco may be forced to compete more aggressively for loans, deposits, trust
and insurance products in order to grow successfully its market share, potentially reducing its current and future profit potential from such markets.

SIZE="2">SUPERVISION AND REGULATION

As a bank holding company and a financial holding company under federal law, WesBanco is subject
to supervision and examination by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) under the Bank Holding Company Act of 1956 (“BHCA”), as amended, and is required to file with the Federal Reserve
Board reports and other information regarding its business operations and the business operations of its subsidiaries. WesBanco also is required to obtain Federal Reserve Board approval prior to acquiring, directly or indirectly, ownership or
control of certain voting shares of other banks, as described below. Since WesBanco is both a bank holding company and a financial holding company, WesBanco can offer

 


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customers virtually any type of service that is financial in nature or incidental thereto, including banking and activities closely related to banking,
securities underwriting, insurance (both underwriting and agency) and merchant banking.

As indicated above, WesBanco presently owns two
bank subsidiaries, WesBanco Bank and Oak Hill Banks, (collectively, the “subsidiary banks.”) WesBanco Bank is a West Virginia banking corporation and it was a member bank of the Federal Reserve System until February 15, 2008, at which
time it became a non-member bank. It is subject to examination and supervision by the Federal Deposit Insurance Corporation (“FDIC”) and the West Virginia Division of Banking. Oak Hill Banks is an Ohio banking corporation and is also not a
member bank of the Federal Reserve System. Oak Hill Banks is subject to examination and supervision by the FDIC and the Ohio Division of Financial Institutions. The deposits of the subsidiary banks are insured by the Deposit Insurance Fund
(“DIF”) of the FDIC. WesBanco’s nonbank subsidiaries are also subject to examination and supervision by the Federal Reserve Board and examination by other federal and state agencies, including, in the case of certain securities
activities, regulation by the SEC. WesBanco Bank maintains one designated financial subsidiary, WesBanco Insurance Services, Inc., which, as indicated in “Item 1. Business” above, is a multi-line insurance agency specializing in
property, casualty and life insurance for personal and commercial clients.

WesBanco is also under the jurisdiction of the SEC and certain
state securities commissions for matters relating to the offering and sale of its securities. WesBanco is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, as administered by the SEC. WesBanco is listed on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “WSBC” and is subject to the rules of the NASDAQ for listed companies.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (“Riegle-Neal Act”), as amended, a bank holding company may
acquire banks in states other than its home state, subject to certain limitations. The Riegle-Neal Act also authorizes banks to merge across state lines, thereby creating interstate banking. Banks are also permitted to acquire and to establish de
novo branches in other states where authorized under the laws of those states.

Under the BHCA, prior Federal Reserve Board approval is
required for WesBanco to acquire more than 5% of the voting stock of any bank. In determining whether to approve a proposed bank acquisition, federal banking regulators will consider, among other factors, the effect of the acquisition on
competition, the public benefits expected to be received from the acquisition, the projected capital ratios and levels on a post-acquisition basis, and the acquiring institution’s record of addressing the credit needs of the communities it
serves, including the needs of low and moderate income neighborhoods, consistent with safe and sound operation of the bank, under the Community Reinvestment Act (“CRA”) and its amendments.

STYLE="margin-top:18px;margin-bottom:0px">HOLDING COMPANY REGULATIONS

As indicated
above, WesBanco has two state bank subsidiaries, WesBanco Bank and Oak Hill Banks, as well as nonbank subsidiaries, which are described further in “Item 1. Business—General” section of this Annual Report on Form 10-K. The subsidiary
banks are subject to affiliate transaction restrictions under federal law, which limit “covered transactions” by the subsidiary banks with the parent and any nonbank subsidiaries of the parent, which are referred to in the aggregate in
this paragraph as “affiliates” of the subsidiary banks. “Covered transactions” include loans or extensions of credit to an affiliate, purchases of or investments in securities issued by an affiliate, the acceptance of securities
issued by an affiliate as collateral for a loan or extension of credit, and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate. Such covered transactions between the subsidiary banks and any single affiliate are
limited in amount to 10% of the subsidiary banks’ capital and surplus, respectively, and, with respect to covered transactions with all affiliates in the aggregate, are limited in amount to 20% of the subsidiary banks’ capital and surplus,
respectively. Furthermore, such loans or extensions of credit and such guarantees, acceptances and letters of credit are required to be secured by collateral in amounts specified by law. In addition, all covered transactions must be conducted on
terms and circumstances

 


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that are consistent with safe and sound banking practices. As part of its affiliate transactions, WesBanco currently has a $3.5 million line of
credit with WesBanco Bank, which had an outstanding balance at December 31, 2007 of $3.0 million.

The Federal Reserve
Board applies a policy to the effect that a bank holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and to commit resources to support each subsidiary bank. Under the source of
strength doctrine, the Federal Reserve Board may require a bank holding company to make capital infusions into a troubled subsidiary bank, and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit
resources to such a subsidiary bank. A capital infusion conceivably could be required at times under this policy when WesBanco may not have the resources to provide it.

FACE="Times New Roman" SIZE="2">PAYMENT OF DIVIDENDS

Dividends from the subsidiary banks are a significant source of funds for
payment of dividends to WesBanco’s shareholders. For the year ended December 31, 2007, WesBanco declared cash dividends to its shareholders of approximately $24.5 million.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Under the prompt corrective action provisions set forth in Section 38 of the Federal Deposit Insurance Act (“FDI Act”) and implementing
regulations set forth in Section 325.105 of the FDIC Regulations, immediately upon a state non-member bank receiving notice, or being deemed to have notice, that the bank is undercapitalized, significantly undercapitalized, or critically
undercapitalized, as defined in Section 325.103 of the FDIC Regulations, the bank is precluded from being able to pay dividends to its shareholders based upon the requirements in Section 38(d) of the FDI Act, 12. U.S.C. § 1831o(d).

However, as indicated elsewhere in this discussion, as of December 31, 2007, the subsidiary banks were “well capitalized”
under the definition in Section 325.103 of the FDIC Regulations. Therefore, as long as the subsidiary banks remain “well capitalized” or even become “adequately capitalized,” there would be no basis under
Section 325.105 to limit the ability of either or both of the Banks to pay dividends because they had not become either undercapitalized , significantly under capitalized or critically undercapitalized.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In addition, with respect to possible dividends by the subsidiary banks, under Section 31A-4-25 of the West Virginia Code, the prior approval of the
West Virginia Commissioner of Banking would be required if the total of all dividends declared by the Bank in any calendar year would exceed the total of the Bank’s net profits for that year combined with its retained net profits of the
proceeding two years. In addition, Section 31A-4-25 limits the ability of a West Virginia banking institution to pay dividends until the surplus fund of the banking institution equals the common stock of the banking institution and if certain
specified amounts of recent profits of the banking institution have not been carried to the surplus fund.

If, in the opinion of the
applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice which, depending on the financial condition of the bank, could include the payment of dividends, such authority may
require, after notice and hearing, that such bank cease and desist from such practice. The Federal Reserve Board has issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of
current operating earnings. Additional information regarding dividend restrictions is set forth in Note 23, “Regulatory Matters” in the Consolidated Financial Statements.

FACE="Times New Roman" SIZE="2">FDIC INSURANCE

WesBanco Bank and Oak Hill Banks are classified by the FDIC as well-capitalized and
well-run institutions. As a result, under recently revised FDIC regulations now in effect, the subsidiary banks are currently required to pay deposit insurance premiums of between five and seven cents per $100 of assessable deposits.

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EXCERPTS ON THIS PAGE:

10-K (2 sections)
Mar 12, 2008
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