John IannoneVice President, Investor Relations304-905-7021 Investor Presentation (Q2 2018)(WSBC financials as of Q1 2018)
Forward-looking statements in this report relating to WesBanco’s (“WSBC”) plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with WesBanco’s Form 10-K for the year ended December 31, 2017 and documents subsequently filed by WesBanco with the Securities and Exchange Commission (“SEC”), including WesBanco’s Form 10-Q for the quarters ended March 31, 2018, which are available at the SEC’s website, www.sec.gov, or at WesBanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in WesBanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the businesses of WesBanco and First Sentry Bancshares (“FTSB”) and Farmers Capital Bank (“FFKT”) may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the mergers of WesBanco and FTSB and FFKT may not be fully realized within the expected timeframes; disruption from the mergers of WesBanco and FTSB and FFKT may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to WesBanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; internet hacking; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting WesBanco’s operational and financial performance. WesBanco does not assume any duty to update forward-looking statements. Forward-Looking Statements 1
2 Key Differentiators Diversified earnings stream built for long-term successRobust legacy deposit baseMaintain a community bank at the core Emerging Regional Financial Services Institution Diversified and Well-Balanced Well-Defined Growth & Expense Mgmt Strategies Legacy of Credit and Risk Management Shareholder Centric Focus Strong market positions in diverse, major marketsWell-balanced loan and deposit distribution across footprintSolid, and growing, non-interest income generation Diversified growth engines with well-defined strategiesStrong expense management culturePositive demographic trends across footprint Strong credit quality and regulatory complianceWell-prepared for the $10B asset thresholdSix consecutive “outstanding” CRA ratings since 2003 Critical, long-term focus on shareholder returnEnhancing shareholder value cornerstone of all decisionsFocus on delivering positive operating leverage
3 Balanced and Diversified Well-balanced loan and deposit distribution across diverse regional footprintStrong market positions across legacy and major metropolitan marketsDiversified revenue generation engines supported by 100-year old trust business and proprietary mutual fund family Note: asset, loan, and deposit data as of 3/31/2018; location data as of 4/18/2018; market share based on 2017 MSA deposit rankings (approximated on map by circles) (Pittsburgh MSA excludes BNY Mellon; Columbus MSA excludes single Wells Fargo branch & Nationwide Insurance) (source: S&P Global); First Sentry Bancshares merger closed April 2018 Broad and Balanced Market Distribution Louisville Lexington Cincinnati Dayton Columbus Bloomington Akron Canton Charleston Wheeling Morgantown Huntington Fort Knox Elizabethtown #18 #12 #15 #2 #10 #10 #2 Strong Market Positions in Major Markets
4 Investment Rationale Well-balanced financial services company with a diversified earnings stream and a strong legacy of credit and risk managementDisciplined growth, balanced by a fundamental focus on expense management, that delivers positive operating leverageEmphasis on customer service to ensure relationship value that meets all customer needs efficiently and effectivelyWell-defined and well-executed growth and $10 billion asset threshold strategies for long-term successFocus on shareholder value through earnings and dividend growthFavorable asset quality and operating metrics when compared to peers WesBanco – well-positioned for continued, high-quality growth
Strategies for Long-Term Success
6 Long-Term Growth Strategies Focus on Delivering Positive Operating Leverage Strong Legacy of Credit Quality, Risk Management, and Compliance Diversified Loan Portfolio with C&I and Home Equity Lending Focus Long History of Strong Wealth Management Capabilities Retail Banking Service Strategies & Core Deposit Advantage Franchise-Enhancing Expansion within Contiguous Markets
7 Diversified Loan Portfolio Focus on strategic growth, diversification, and credit qualityExpansion of Commercial and Industrial (C&I), HELOC, and Residential Mortgage portfoliosTargeted reductions in consumer portfolio to reduce risk profileFull suite of treasury management products, including international services, foreign exchange, and enhanced wire and lockbox capabilitiesAverage loans to average deposits ratio of 89.3% provides opportunity for continued loan growthManageable lending exposure, with no concentrations, to the energy-related, hotel, and retail industries $6.3 Billion Loan Portfolio Note: loan and deposit data as of quarter ending 3/31/18; CAGR based on 3/31/13; organic CAGR excludes loans acquired from First Sentry Bancshares (4/5/18); Your Community Bankshares (9/9/16) and ESB Financial (2/10/15) Five-Year CAGR Loan CategoryC&IHELOCResidential R/EComm’l R/E (Total)Consumer Total18%13%11%10%4% Organic10%9%2%5%(7%)
Private Banking$545MM in private banking loans and deposits1,750+ relationships Growth opportunities from shale-related private wealth managementExpansion in Kentucky and Indiana 8 Strong Wealth Management Capabilities Note: assets, loans, deposits, and clients as of 3/31/18; chart financials as of 12/31 unless otherwise stated Private Banking Loans and Deposits(as of 12/31) ($MM) Trust & Investments$4.0B of trust and mutual fund assets under management5,000+ relationshipsGrowth opportunities from shale-related private wealth managementExpansion in Kentucky and IndianaWesMark funds Securities BrokerageSecurities investment salesLicensed banker programInvestment advisory servicesRegional player/coach programExpand external business development opportunitiesExpansion in Kentucky and Indiana CAGR49% InsurancePersonal, commercial, title, health, and lifeExpand title business in all marketsApplied quotation software utilization (personal)TPA services for small business healthcare plans Trust Assets(Market Value as of 12/31) ($B) CAGR4%
9 Franchise Expansion Targeted acquisitions in existing markets and new higher-growth metro areasCritical, long-term focus on shareholder returnStrong capital and liquidity, along with strong regulatory compliance processes, provides ability to execute transactions quickly Diligent efforts to maintain a community bank oriented value-based approach to our marketsHistory of successful acquisitions that have improved earnings Contiguous Markets Radius Franchise-Enhancing Acquisitions FFKT: announced Apr-18; to close 2H18 (est.)FTSB: announced Nov-17; closed Apr-18YCB: announced May-16; closed Sep-16ESB: announced Oct-14; closed Feb-15Fidelity: announced Jul-12; closed Nov-12AmTrust: announced Jan-09; closed Mar-09Oak Hill: announced Jul-07; closed Nov-07 Note: AmTrust was an acquisition of five branches; see appendix for summary of proposed Farmers Capital Bank Corporation (FFKT) merger
$10 Billion Asset Threshold Strategy 10 Crossed the $10 billion asset threshold during March in anticipation of the closing of the First Sentry Bancshares mergerWell-positioned from staffing, infrastructure, process, compliance, DFAST reporting, and CRA perspectivesMajority of preparatory costs (staff, software, consulting) have been incurred to-dateCurrently anticipate no large, single-period investment requirementThe combination of WSBC and FFKT would accelerate asset growth to more than $12.8 billion providing increased operating scale to help offset the headwinds of the Durbin amendmentEstimated pre-tax Durbin impact of ~$10 million in 2020 (prior to FFKT merger)This merger meets the criteria of WSBC’s previously stated M&A strategyFind an attractively-priced, franchise-enhancing merger partner within a six-hour drive of Wheeling headquartersPreference for an in-market merger to become more meaningful in existing growth markets
Returning Value to Shareholders Focus on appropriate capital allocation to provide flexibility while continuing to enhance shareholder valueQ1 2018 dividend payout ratio of 38.2% provides upside potentialQ1 2018 dividend yield 2.6%, compared to 1.8% for bank group 11 Note: dividend through February 2018 declaration announcement; WSBC dividend payout ratio based on earnings per share excluding merger-related costs and net tax deferred asset revaluation (as applicable); WSBC dividend yield based upon 4/26/18 closing stock price of $43.89; bank group ($5B to $10.3B total assets) dividend data as of 1Q2018 (source as of 5/1/18: S&P Global) Tangible Book Value per Share ($) Quarterly Dividend per Share ($) +107% +54%
Financial Overview
Financial Performance Summary (Non-GAAP) 13 excludes after-tax merger-related expenses and net deferred tax asset revaluation (as applicable)represent annualized net loan charge-offs as percentage of average loansNote: please see the reconciliations to GAAP results in the appendix; First Sentry Bancshares merger closed April 2018
14 Financial and Operational Highlights – Q1 2018 Net income up 28.7% and EPS up 26.7% to $0.76 (excluding certain costs)Return on average tangible common equity of 17.2% (excluding certain costs)Strong year-over-year growth in pre-tax earnings supported by solid expense managementPre-tax income increased 11.0% year-over-year to $40.5 millionStrong efficiency ratio of 55.1%, down 88 basis points from the prior yearSuccessful completion of merger with First Sentry Bancshares on April 5thFocused on disciplined growth, expense management, and increasing long-term shareholder value through earnings and dividend growthWell-positioned for success in any type of operating environmentStrategically balancing loan growth while maintaining high credit quality standardsLoan growth in focus categories was 2.0% over the last twelve monthsRobust year-over-year deposit growth of 5.1% (excluding CD reduction strategy)Majority of growth occurred in demand deposits, which now represent ~51% of total deposits Note: financial data as of quarter ending 3/31/2018, and compared to the quarter ending 3/31/2017; certain costs excludes after-tax merger-related expenses; CD reduction strategy focused on reducing higher-cost certificates of deposit; please see the reconciliations to GAAP results in the appendix
15 Favorable Operating Metrics Disciplined execution upon growth strategies providing favorable performance versus peer group across key operating metrics Note: financial data as of 12/31; current YTD data as of 3/31/2018; please see the reconciliations in the appendix; peer group includes SRCE, CHFC, CBU, EGBN, FNB, FCF, FFBC, FRME, NBTB, ONB, PRK, PNFP, STBA, TMP, TOWN, UBSH, UBSI; peer ratios from S&P Global and company reports (as of 5/1/18) and represent simple averages for ROATCE & efficiency ratio, and weighted averages for ROAA & NPAs to Assets Efficiency Ratio Return on Average Assets Return on Average Tangible Equity Non-Performing Assets to Total Assets * 2017 Peer Average adjusted for net deferred tax asset revaluation (sources: S&P Global, company reports) * *
Net Interest Margin (NIM) NIM continues to reflect the benefit from the increases in the Federal Reserve Board’s target federal funds rate over the past year, partially offset by higher funding costs as well as a flattening of the yield curveQ1 2018 reflects a 6 basis point reduction from lower tax-equivalency of the state and local municipal tax-exempt securities from the “Tax Cuts and Jobs Act”Remain positioned for asset sensitivity in a rising interest rate environmentNIM expansion benefits from loan repricing face potential headwinds from lower purchase accounting accretion, higher anticipated deposit betas from additional Fed rate increases, and asset mix changesPotential exists for recent Federal tax reform benefits to be “competed away” over time by the industry through lower than normal loan yields and higher deposit costs 16 Net Interest Margin (FTE) Note: the “yield curve” represents the spread difference in the market yields for the 2-year and 10-year U.S. Treasury securities; the spread was ~125bp at 12/31/2016 and declined to ~50bp at 3/31/2018 (source: Federal Reserve H.15 Selected Interest Rates)
Interest Rate Sensitivity Positioned for asset sensitivity in a rising interest rate environment 17 Immediate Change in Interest Rates Change in Net Interest Incomefrom Base over One Year December 31, 2017 March 31, 2018 +1% Rate Shock +2.4% +2.4% +2% Rate Shock +4.0% +4.5% +3% Rate Shock +6.2% +7.0% +2% Rate Ramp +2.2% +2.1% (1%) Rate Shock (3.0%) (2.7%) EVE +2% Rate Shock (1.8%) (7.0%) EVE (1%) Rate Shock (3.1%) 0.1% Note: “EVE” is the economic value of equity, which is defined as the market value of equity in various increasing and decreasing rate scenarios
Strong legacy of credit and risk managementBased upon conservative underwriting standardsMature enterprise risk management program headed by Chief Risk Officer addressing key risks in all business lines and functional areasEnhancing strong compliance management systemStrong and scalable BSA/AML functionLiquidity, loan, and capital stress testing for post-$10 billion DFAST reportingStrong regulatory capital ratios well above regulatory requirementsSix consecutive “outstanding” CRA ratings since 2003 Risk Management and Regulatory Compliance 18 Basel III Tier 1 Risk-Based Capital Ratio Basel III Common Equity Tier 1 Capital Ratio Note: First Sentry Bancshares merger closed April 2018; 4Q17 Tier 1 Capital Ratios impacted by the $12.8 million net deferred tax asset revaluation
Appendix
Farmers Capital (FFKT) Transaction Highlights Strategically compelling Kentucky combinationIncreases WSBC’s presence in major metropolitan markets with attractive demographicsIncreases combined deposit market share in Cincinnati (#14), Louisville, (#9), Lexington (#9) and Elizabethtown (#1) MSAs(1)Entry into Frankfort, KY MSA with #1 deposit market share(1)Accelerates WSBC growth to ~$12.8 billion in total assetsStrong performing franchise with a 0.17% cost of deposits(2)Ability to leverage WSBC platform product suite through FFKT’s distributionBrokerage, trust, and other wealth management revenue synergies likely though not modeled 20 Continued Expansion into Attractive Kentucky Markets Financially Compelling Expected to be ~3% accretive to 2019 EPS(3) and ~5% accretive to 2020 EPS(3)Tangible book value (“TBV”) dilution of ~2.1% at closingTBV earn-back estimated to be ~2.4 years using the “crossover method”(4), including all merger-related expenses, purchase accounting adjustments, and cost savingsInternal rate of return ~20%Remain well in excess of “Well-Capitalized” guidelines on pro-forma basis Source: S&P Global as of June 30, 2017For the three months ended March 31,2018Excludes merger-related charges; assumes 75% cost savings phase-in 2019 and 100% phase-in thereafter Crossover method defined as the number of years for projected pro forma TBV per share to exceed projected stand-alone TBV per share Note: as presented and disclosed in conjunction with the announcement of the merger agreement with Farmers Capital Bank Corporation (“FFKT”) on April 20, 2018
Louisville Lexington Cincinnati Dayton Columbus Bloomington Akron Canton Charleston Wheeling Morgantown Huntington Fort Knox Elizabethtown 21 Strong Market Positions in Major Markets Note: location data as of 4/18/2018; market share based on 2017 MSA deposit rankings (approximated on map by circles) (Pittsburgh MSA excludes BNY Mellon; Columbus MSA excludes single Wells Fargo branch & Nationwide Insurance) (source: S&P Global); “WesBanco (Current)” includes FTSB (merger closed 4/5/18); “WesBanco (Pro Forma)” includes FTSB and FFKT #18 #12 #15 #2 #10 #10 #2 WesBanco (Current) WesBanco (Pro Forma) #14 #12 #15 #1 #9 #10 #2 #28 #9 Louisville Lexington Cincinnati Dayton Columbus Bloomington Akron Canton Charleston Wheeling Morgantown Huntington Fort Knox Elizabethtown #1 Frankfort WSBC (172) First Sentry [FTSB] (5) FFKT (34) Note: as presented and disclosed in conjunction with the announcement of the merger agreement with Farmers Capital Bank Corporation (“FFKT”) on April 20, 2018; FTSB = First Sentry Bancshares
22 Broad and Balanced Market Distribution Note: loan & deposit data – WSBC as of 3/31/18, FTSB & FFKT as of 12/31/2017; “WesBanco (Current)” represents WSBC stand-alone; “WesBanco (Pro Forma)” includes FTSB and FFKT WesBanco (Current) WesBanco (Pro Forma) Note: as presented and disclosed in conjunction with the announcement of the merger agreement with Farmers Capital Bank Corporation (“FFKT”) on April 20, 2018; FTSB = First Sentry Bancshares
Stock Performance: Long-Term Cumulative Return 23 Note: cumulative return since WSBC IPO compared to the cumulative return for the S&P500 Index over the same time period
Executive Position Years in Banking Years atWSBC James Gardill Chairman of the Board 45* 45 Todd Clossin President & Chief Executive Officer 34 5 Robert Young EVP – Chief Financial Officer 32 17 Lynn Asensio EVP – Retail Administration 40 13 Ivan Burdine EVP – Chief Credit Officer 38 5 Jonathan Dargusch EVP – Wealth Management 37 8 Steve Lawrence EVP – Chief Internal Auditor 38 24 Michael Perkins EVP – Chief Risk & Administration Officer 23 23 Anthony Pietranton EVP – Human Resources 30** 5 Brent Richmond EVP – Treasury & Strategic Planning 33 16 Jayson Zatta EVP – Chief Banking Officer 32 10 Experienced and Stable Management Team * as legal counsel to WesBanco ** in financial services, including nine in banking 24
Financial Performance Summary Trend – Annual 25 Efficiency Ratio (1) Net Income (1) ($MM) (1) excludes merger-related expenses and net deferred tax asset revaluation (as applicable)Note: please see the reconciliations to GAAP results in the appendix; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016, and ESB Financial merger closed February 2015 Return on Average Tangible Equity (1) Return on Average Assets (1)
Loan loss allowance decline due to improvement in credit quality Legacy Loan Loss Allowance and Total Loans Non-Performing Assets to Total Assets Net Charge-Offs as % of Average Loans NPAs to Total Loans, OREO & Repossessed Assets Diligent Focus on Credit Quality – Annual Trend 26 Note: please see the reconciliations to GAAP results in the appendix; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016, and ESB Financial merger closed February 2015; “Legacy” as defined in WSBC’s ALLL model glossary are “loans that were originated by WesBanco Bank, Inc.”
27 Commercial Loan Outstanding Detail – Year-End Note: loan data as of December 31st period ends (as reported in applicable Form 10-K) and includes acquired loans from the Your Community Bankshares (September 2016) and ESB Financial (February 2015) mergers
Reconciliation: Efficiency Ratio 28 Note: “efficiency ratio” is non-interest expense excluding restructuring and merger-related expense divided by total income; FTE represents fully taxable equivalent; First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016, and ESB Financial merger closed February 2015
Reconciliation: Net Income and EPS (Diluted) 29 Note: First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016, and ESB Financial merger closed February 2015
30 (1) three-, six-, and nine-month (as applicable) figures are annualizedNote: First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016, and ESB Financial merger closed February 2015 Reconciliation: Return on Average Assets
31 (1) three-, six-, and nine-month (as applicable) figures are annualized; amortization of intangibles tax effected at 21% during 2018 and 35% for all prior periodsNote: First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016, and ESB Financial merger closed February 2015 Reconciliation: Return on Average Tangible Equity
32 Note: First Sentry Bancshares merger closed April 2018, Your Community Bankshares merger closed September 2016, and ESB Financial merger closed February 2015; “Legacy” as defined in WSBC’s ALLL model glossary are “loans that were originated by WesBanco Bank, Inc.” Reconciliation: Legacy Loan Loss Allowance and Total Loans