![]() Vincent J. Delie, Jr. President and Chief Executive Officer Vincent J. Calabrese, Jr. Chief Financial Officer F.N.B. Corporation Investor Presentation KBW Boston Bank Conference Dated: February 26, 2013 Exhibit 99.1 |
![]() This presentation and the reports F.N.B. Corporation files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause F.N.B. Corporation’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions; (5) various monetary and fiscal policies and regulations of the U.S. government that may adversely affect the businesses in which F.N.B. Corporation is engaged; (6) technological issues which may adversely affect F.N.B. Corporation’s financial operations or customers; (7) changes in the securities markets; (8) housing prices; (9) job market; (10) consumer confidence and spending habits; (11) estimates of fair value of certain F.N.B. Corporation assets and liabilities; (12) in connection with the pending mergers with Annapolis Bancorp, Inc. and Parkview Financial Corp., difficulties encountered in expanding into a new market; or (13) the effects of current, pending and future legislation, regulation and regulatory actions; or (14) other risk factors mentioned in the reports and registration statements F.N.B. Corporation files with the Securities and Exchange Commission. F.N.B. Corporation undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this presentation. To supplement its consolidated financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), the Corporation provides additional measures of operating results, net income and earnings per share (EPS) adjusted to exclude certain costs, expenses, and gains and losses. The Corporation believes that these non-GAAP financial measures are appropriate to enhance the understanding of its past performance as well as prospects for its future performance. In the event of such a disclosure or release, the Securities and Exchange Commission’s Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. The required presentations and reconciliations are contained herein and can be found at our website, www.fnbcorporation.com, under “Shareholder and Investor Relations” by clicking on “Non-GAAP Reconciliation.” The Appendix to this presentation contains non-GAAP financial measures used by the Corporation to provide information useful to investors in understanding the Corporation's operating performance and trends, and facilitate comparisons with the performance of the Corporation's peers. While the Corporation believes that these non-GAAP financial measures are useful in evaluating the Corporation, the information should be considered supplemental in nature and not as a substitute for or superior to the relevant financial information prepared in accordance with GAAP. The non-GAAP financial measures used by the Corporation may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations. This information should be reviewed in conjunction with the Corporation’s financial results disclosed on January 23, 2013 and in its periodic filings with the Securities and Exchange Commission. Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Financial Information 2 |
![]() Additional Information About the Mergers 3 INFORMATION ABOUT THE MERGER WITH PVFC F.N.B. Corporation (FNB) and PVF Capital Corp. (PVFC) will file a proxy statement/prospectus and other relevant documents with the SEC in connection with their pending merger. SHAREHOLDERS OF PVF CAPITAL CORP. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENT FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. FNB, PVFC and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of PVFC in connection with the proposed merger. The proxy statement/prospectus, when it becomes available, will describe any interest in the merger they may have. INFORMATION ABOUT THE MERGER WITH ANNB In connection with the pending merger between FNB and Annapolis Bancorp, Inc. (ANNB), FNB has filed a Registration Statement on Form S-4 (Registration No. 333-186159) with the SEC, which includes a Proxy Statement of ANNB and a Prospectus of FNB. STOCKHOLDERS OF ANNAPOLIS BANCORP, INC. ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. FNB, ANNB and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of ANNB in connection with the merger. A description of their interests in the merger is included in the proxy statement/prospectus of ANNB and FNB. HOW TO OBTAIN ADDITIONAL INFORMATION Free copies of the documents referred to above may be obtained, free of charge, at the SEC’s website at www. sec.gov, or by contacting any of the persons listed below: For documents filed by FNB -- James G. Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone (724) 983-3317 For documents filed by PVFC -- Jeffrey N. Male, Secretary, PVF Capital Corp., 30000 Aurora Road, Solon, OH 44139, telephone (440) 248-7171 For documents filed by ANNB -- Edward J. Schneider, Treasurer and Chief Financial Officer, Annapolis Bancorp, Inc., 1000 Bestgate Road, Suite 400, Annapolis, MD 21401, telephone (410) 224-4455 This communication does not constitute an offer of any securities for sale. |
![]() 4 F.N.B. Corporation |
![]() Key Investment Considerations 5 Positioned to Achieve Long-Term Growth 1. Experienced leadership 2. Sustainable business model 3. Attractive market position 4. Consistent, strong operating results and favorable trends 5. Proven, disciplined acquisition strategy 6. Investment thesis geared toward shareholder value creation |
![]() F.N.B. Corporation 6 (1) Pro-forma for pending acquisitions of ANNB, scheduled to close 4/2013 with expected total assets of $0.4 billion, loans of $0.3 billion, deposits of $0.3 billion and 8 banking locations and PVFC, expected to close 3Q13 with expected assets of $0.8 billion, loans of $0.6 billion, deposits of $0.6 billion and 16 baking locations; (2) SNL Financial, Pro-forma, Excludes custodian bank; (3) As of February 21, 2013 |
![]() Years of Banking Experience Joined FNB Prior Experience President and CEO Vincent J. Delie, Jr. 26 2005 National City President, First National Bank John C. Williams, Jr. 42 2008 Huntington National City Mellon Bank Chief Financial Officer Vincent J. Calabrese, Jr. 25 2007 People’s United Chief Credit Officer Gary L. Guerrieri 27 2002 FNB Promistar Experienced Leadership 7 Experienced and respected executive management team |
![]() Sustainable Business Model 8 Sustainable Business Model Risk Management Maintain low risk profile Target neutral interest rate risk position Fund loan growth with deposits Adhere to consistent underwriting and pricing standards Maintain rigid expense control Efficient capital management Growth Organic growth: Investments in people, product development, high-growth potential market segments Acquisition-related growth: Culture Attract, retain and develop top talent Strong cross-sell environment Holistic incentive compensation structure supports cross-functional focus Monitor external and internal service excellence, quality and satisfaction Recognize accomplishments and innovation Shareholder Value Disciplined, growth oriented focus guided by commitment to shareholder value Long-term investment thesis centered on: Regional model Best-in-class, enterprise-wide sales management Deep product set Disciplined, strategic, accretive Targeted EPS growth Strong dividend |
![]() 9 Reposition and Reinvest Strategy |
![]() Reposition and Reinvest Strategy 10 Talent Management Geographic Segmentation Sales Management/Cross-Sell Product Development Branch Optimization Electronic Delivery Investment Expansion Through Acquisition Consistent, strong operating results Revenue growth Consistent, organic growth 14 consecutive quarters organic total loan growth 15 consecutive quarters organic core commercial loan growth Attractive market position Expanded market share potential via entry and expansion in attractive markets Strong 3-year total shareholder return Strategic Actions Drive Long-Term Growth and Performance Actions Results |
![]() Reposition and Reinvest Strategy – 2009-2013 Significant Actions 11 2009 2010 2011 2012 2013 PEOPLE Talent Management Strengthened team through key hires; Continuous team development Attract, retain, develop best talent Geographic Segmentation Regional model Regional Realignment PROCESS Sales Management/Cross Sell Proprietary sales management system developed and implemented: Balanced scorecards, cross-functional alignment Consumer Banking Scorecards Consumer Banking Refinement/Daily Monitoring Commercial Banking Sales Management Expansion to additional lines of business PRODUCT Product Development Deepened product set and niche areas allow FNB to successfully compete with larger banks and gain share Private Banking Capital Markets Online and mobile banking investment /implementation Asset Based Lending Small Business Realignment Treasury Management PRODUCTIVITY Branch Optimization Continuous evolution of branch network to optimize profitability and growth prospects De-Novo Expansion Consolidate 37 Branches Continued Evaluation Acquisitions Opportunistically expand presence in attractive markets CB&T Parkvale ANNB and PVFC |
![]() Cross-Functional Sales Management Drives Growth 12 “What Gets Measured Gets Done” A cross-functional, disciplined sales management process drives loan growth and growth in lower-cost transaction deposits, supporting the net interest margin, delivering greater profitability and deepening the client relationship. $4.4 $3.9 $3.3 $3.1 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 $4.0 $4.5 $5.0 12/31/2012 12/31/2011 12/31/2010 12/31/2009 Commercial Loan Portfolio $2.8 $2.2 $1.7 $1.5 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 12/31/2012 12/31/2011 12/31/2010 12/31/2009 DDA's and Customer Repos $2.6 $2.2 $2.0 $1.9 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 12/31/2012 12/31/2011 12/31/2010 12/31/2009 Consumer Loan Portfolio (1) (2) Balances shown are period-end balances, $ in billions. (1) Core commercial loan portfolio, excluding the Florida portfolio; (2) Consumer loans excludes the residential portfolio. |
![]() 13 Market Position |
![]() Top Market Overall Position 14 Source: SNL Financial, deposit data as of June 30, 2012, pro-forma as of February 21, 2013, excludes custodian bank FNB Pennsylvania Counties of Operation Rank Institution Branch Count Total Market Deposits ($ 000) Total Market Share (%) 1 PNC Financial Services 306 53,477,806 34.1 2 Royal Bank of Scotland 209 10,728,368 6.5 3 F.N.B. Corporation 228 8,548,326 5.7 4 M&T Bank Corp. 130 6,703,099 4.5 5 Wells Fargo & Co. 65 4,776,100 3.2 6 First Commonwealth 101 3,957,651 2.6 7 Banco Santander 75 3,854,650 2.6 8 Dollar Bank 37 3,453,494 2.3 9 First Niagara Financial 74 3,147,291 2.1 10 Susquehanna Bancshares 80 3,123,468 2.1 Total (1-134) 2,456 149,889,192 100.0 FNB holds the #3 overall retail market position for Pennsylvania counties of operation and #5 position for all counties FNB All Counties of Operation Rank Institution Branch Count Total Market Deposits ($ 000) Total Market Share (%) 1 PNC Financial Services 460 60,155,071 25.9 2 Royal Bank of Scotland 298 14,949,617 6.4 3 KeyCorp 99 11,129,246 4.8 4 Huntington Bancshares 224 10,492,839 4.5 5 F.N.B. Corporation 270 10,135,228 4.4 6 M&T Bank Corp. 151 8,603,725 3.7 7 FirstMerit Corp. 104 6,513,189 2.8 8 TFS Financial Corp 22 6,162,459 2.6 9 Wells Fargo & Co. 76 5,575,216 2.4 10 Dollar Bank 66 5,172,305 2.2 Total (1-213) 3,822 232,660,382 100.0 |
![]() Banking Footprint – Regional View 15 Source: SNL Financial, Pro-Forma (1) Includes expected regions associated with pending acquisitions. FNB’s regional model utilizes six regions, including three in top 30 MSA markets, with each region having a regional headquarters housing cross-functional teams. (1) Top 30 MSA Presence MSA Population Baltimore 2.7 million (#20 MSA) Pittsburgh 2.4 million (#22 MSA) Cleveland 2.1 million (#28 MSA) |
![]() Market Position and Opportunity 16 MSA Statistics Pittsburgh, PA Cleveland, OH Baltimore, MD FNB Presence Deposits (1) $3.5 billion $0.06 billion $0.34 billion % of FNB Total Deposits (1) 39% 1% 4% Deposit Market Share (1) (2) 4.5% 0.1% 0.5% Deposit Market Rank (1) (2) #3 #27 #20 FNB’s market presence Established, achieving #3 rank in 2012 Expanded, via pending PVFC acquisition Entry, via pending ANNB acquisition Market Deposits (2) $96.7 billion $50.3 billion $63.6 billion U.S. Deposit Rank 2012 #17 #32 #25 Population (2) 2.4 million 2.1 million 2.7 million U.S. Population Rank #22 #28 #20 Households (2) 1.0 million 0.9 million 1.0 million Median Household Income $45,359 $46,212 $62,687 Unemployment (3) 7.2% 6.5% 7.0% Companies with Revenue >$1 Million 9,988 9,251 10,863 (1) Pro-forma, as of June 30, 2012, market share rank excludes custodian bank; (2) Data per SNL (3) Data per the Bureau of Labor Statistics for December 2012 FNB’s presence in major MSA’s provides opportunity |
![]() Market Opportunity 17 Note: Above metrics at the MSA level (1) Data per Hoover’s as of February 2, 2013 (2) Data per SNL Financial # of Companies with Revenue Greater Than $1 Million (1) Population (2) Median Household Income (2) # of Households (2) |
![]() ![]() #3 Position in the Pittsburgh MSA 18 Source: MSA population per U.S. Census Bureau 2010 data; Deposit market share per SNL Financial as of June 30, 2012, pro-forma as of January 25, 2013 Population Rank MSA (000's) #1 #2 #3 1 New York (1) 18,897 JPM BofA Citi 2 Los Angeles 12,829 BofA Wells Fargo Mitsubishi UFJ 3 Chicago 9,461 JPM BMO BofA 4 Dallas 6,372 BofA JPM Wells Fargo 5 Philadelphia 5,965 TD Wells Fargo HSBC 6 Houston 5,947 JPM Wells Fargo BofA 7 Washington 5,582 Capital One Wells Fargo BofA 8 Miami 5,565 Wells Fargo BofA Citi 9 Atlanta 5,269 SunTrust Wells Fargo BofA 10 Boston 4,552 BofA RBS Banco Santander 11 San Francisco 4,335 BofA Wells Fargo Citi 12 Detroit 4,296 JPM Comerica BofA 13 Riverside 4,225 BofA Wells Fargo JPM 14 Phoenix 4,193 Wells Fargo JPM BofA 15 Seattle 3,440 BofA Wells Fargo U.S. Bancorp 16 Minneapolis (1) 3,280 Wells Fargo U.S. Bancorp TCF 17 San Diego 3,095 Wells Fargo Mitsubishi UFJ BofA 18 St. Louis 2,813 U.S. Bancorp BofA Commerce 19 Tampa 2,783 BofA Wells Fargo SunTrust 20 Baltimore 2,710 BofA M&T PNC 21 Denver 2,543 Wells Fargo FirstBank U.S. Bancorp 22 Pittsburgh (1) 2,356 PNC RBS 23 Portland 2,226 BofA U.S. Bancorp Wells Fargo 24 Sacramento 2,149 Wells Fargo BofA U.S. Bancorp 25 San Antonio 2,143 Cullen/Frost BofA Wells Fargo Top 3 Banks in MSA by Deposit Market Share FNB is uniquely positioned as one of only very few community banks to hold a Top 3 deposit market rank in one of the nation’s 25 largest metropolitan statistical areas. F.N.B. Corporation |
![]() 19 Strong Operating Results Favorable Trends |
![]() Strong Operating Results and Favorable Trends 20 2012 2011 2010 Consistent Earnings Growth (1) Net income - operating $117,835 $90,285 $68,201 Earnings per diluted share – operating $0.84 $0.72 $0.60 Profitability Performance ROTE (1) 18.77% 16.32% 14.71% ROTA (1) 1.12% 1.02% 0.87% Net interest margin 3.73% 3.79% 3.77% Efficiency ratio 57.7% 59.7% 60.7% Strong Organic Balance Sheet Growth Trends (2) Total loan growth (3) 7.0% 6.7% 5.1% Commercial loan growth (3) 9.8% 9.6% 5.7% Consumer loan growth 10.2% 6.2% 4.6% Transaction deposits and customer repo growth (4) 13.3% 5.8% 8.9% (1) Adjusted results, refer to Appendix for details; (2)Period-end organic growth results (organic reflects adjustments for balances acquired via the Parkvale and CBT acquisitions where applicable); (3) Excludes the Florida commercial portfolio; (4) Excludes time deposits |
![]() Earnings Per Share Trends 21 10% 2012 Year-over-Year PPNR EPS Growth 17% 2012 Year-over-Year EPS Growth (1) Operating results, refer to Appendix for details Pre-Provision Net Revenue EPS (1) $1.45 $1.32 $1.30 $0.75 $0.85 $0.95 $1.05 $1.15 $1.25 $1.35 $1.45 $1.55 2012 2011 2010 $0.84 $0.72 $0.60 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 2012 2011 2010 Operating EPS (1) |
![]() 58% 60% 61% 30% 35% 40% 45% 50% 55% 60% 65% 2012 2011 2010 Profitability Trends 22 Efficiency Ratio 3.73% 3.79% 3.77% 3.00% 3.10% 3.20% 3.30% 3.40% 3.50% 3.60% 3.70% 3.80% 3.90% 2012 2011 2010 Net Interest Margin 18.77% 16.32% 14.71% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 20.00% 2012 2011 2010 ROTE (1) 1.12% 1.02% 0.87% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 2012 2011 2010 ROTA (1) (1) Operating results, refer to Appendix for details |
![]() Industry Leading Loan Growth 23 14 th consecutive quarter of total loan growth 15 th consecutive quarter of Core commercial portfolio growth (1) Reflects linked-quarter average organic loan growth results on an annualized basis Total Loans Over three years of consecutive quarterly organic loan growth accomplished Core Commercial Portfolio |
![]() Net Interest Margin Trends 24 Net Interest Margin Trends |
![]() Asset Quality Results (1) 25 $ in thousands 2012 2011 2010 NPL’s+OREO/Total loans+OREO 1.60% 2.15% 2.74% Total delinquency 1.64% 2.08% 2.31% Provision for loan losses (2) $31,302 $33,641 $47,323 Net charge-offs (NCO’s) (2) $27,590 $39,099 $45,858 NCO’s/Total average loans (2) 0.35% 0.58% 0.77% NCO’s/Total average originated loans 0.41% 0.62% 0.77% Allowance for loan losses/ Total loans 1.39% 1.54% 1.74% Allowance for loan losses/ Total non-performing loans (2) 123.88% 94.76% 78.44% (1) Metrics shown are originated portfolio metrics unless noted as a total portfolio metric (applicable for years 2012 and 2011). “Originated portfolio” or “Originated loans” excludes loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009), as the risk of credit loss has been considered by virtue of the Corporation’s estimate of fair value. (2) Total portfolio metric |
![]() Asset Quality Trends 26 1.60% 2.15% 2.74% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 2012 2011 2010 NPL's+OREO/ Originated Loans+OREO (1) 0.41% 0.62% 0.77% 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% 0.70% 0.80% 0.90% 2012 2011 2010 NCO's/Average Originated Loans (1) (1) “Originated portfolio” or “Originated loans” excludes loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009), as the risk of credit loss has been considered by virtue of the Corporation’s estimate of fair value. |
![]() Capital Position 27 Dividend Payout Ratio & Dividend Yield 2012 2011 2010 FNB – Dividend Payout Ratio 61.3% 69.7% 74.0% Regional Peer Group Median 38.0% 31.1% 40.0% FNB – Dividend Yield 4.52% 4.24% 4.89% Regional Peer Group Median 2.93% 2.28% 1.35% 12.2% 10.6% 8.2% 6.0% 12.2% 10.7% 8.3% 6.1% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% Total Risk-Based Tier One Leverage Tangible Common Equity September 30, 2012 December 31, 2012 Regulatory “Well-Capitalized” xxxx xxxx |
![]() 28 Acquisition Strategy |
![]() Acquisition Strategy 29 Disciplined and Consistent Acquisition Strategy Strategy Disciplined identification and focus on markets that offer potential to leverage core competencies and growth opportunities Criteria Create shareholder value Meet strategic vision Fit culturally Evaluation Targeted financial and capital recoupment hurdles Proficient and experienced due diligence team Execution Superior post-acquisition execution Execute FNB’s proven, scalable, business model Proven success assimilating FNB’s strong sales culture |
![]() Acquisition-Related Expansion 30 FNB Banking Location (pro-forma) 11th bank acquisition since 2002 announced February 19, 2013 (PVFC) Two currently pending ANNB: April, 2013 PVFC: 3Q13 Four since 2010 (1) Nine since 2005 (1) (1) Includes two pending acquisitions Pre-2002 Presence Additional Acquisition-Related Expansion Pittsburgh MSA Acquisition Expansion Pending ANNB Acquisition Pending PVFC Acquisition Pittsburgh Hermitage State College Harrisburg Cleveland Scranton Philadelphia Erie Baltimore |
![]() Natural progression Consistent with stated expansion strategy Market opportunity Attractive demographics Significant commercial banking opportunities Excellent retail and wealth opportunities Access to greater Baltimore and Washington D.C. markets Execute FNB’s scalable, proven business model and strong sales management culture Establishes a 5th FNB region (refer to page 5) Attractive partner ANNB is a relationship-focused bank with strong community ties and presence Annapolis Bancorp, Inc. (ANNB) Opportunity Overview 31 Source: Deposit and demographic data per SNL Financial; deposits as of June 30, 2012 (1) Includes branch opened October, 2012 in Waugh Chapel County Branches Deposits in Market ($000) HH Income ($ - 2011) Anne Arundel, MD (1) 7 298,251 79,692 Queen Anne’s, MD 1 45,107 72,774 FNB Current Wtd Avg. by County 42,350 Annapolis Bancorp (ANNB) (8 branches) (1) F.N.B. (FNB) (246 branches) Attractive Market Entry Opportunity Markets conducive to FNB’s model |
![]() Annapolis Bancorp, Inc. (ANNB) Market Opportunity 32 Leverage FNB’s core competencies and proven business model in a high growth market Execute FNB’s scalable, cross-functional sales management process Regional model with local decision making, market leaders, credit authority and functional support Competitive environment : Similar to FNB’s larger markets Future opportunity for expansion: 25 identified banks in close proximity (1) Attractive markets present commercial and retail opportunities Strong demographics present retail, wealth management, private banking and insurance opportunities Strong commercial opportunities with access to more than 35,000 companies within 50-mile radius (1) Source: SNL Financial; Includes banks with assets between $200 million and $5 billion with NPA’s/assets<4%; Excludes MHC’s, merger targets and banks with 5 or fewer branches (2) Source: Hoover’s; Includes companies within a 50-mile radius of ANNB headquarters with revenue >$5 million, between $1 and $5 million and total companies with revenue >$1 million |
![]() ![]() ![]() Cuyahoga Geauga Lake Lorain Medina Portage Summit Cuyahoga Geauga Lake Lorain Medina Portage Summit Parkview Financial Corp. (PVFC) Pro Forma Franchise Rank Institution (ST) Number of Branches Deposits in Market ($mm) Market Share (%) 1 KeyCorp (OH) 76 9,961 19.8 2 PNC Financial Services Group (PA) 81 5,758 11.5 3 TFS Financial Corp (MHC) (OH) 19 5,629 11.2 4 RBS 66 4,421 8.8 5 Huntington Bancshares Inc. (OH) 88 4,212 8.4 6 Fifth Third Bancorp (OH) 64 3,531 7.0 7 FirstMerit Corp. (OH) 67 3,350 6.7 8 JPMorgan Chase & Co. (NY) 42 2,739 5.4 9 U.S. Bancorp (MN) 66 1,979 3.9 10 Dollar Bank FSB (PA) 27 1,663 3.3 14 Pro Forma 15 624 1.2 14 PVF Capital Corp. (OH) 12 564 1.1 27 F.N.B. Corp. (PA) 3 60 0.1 Totals (1-10) 596 43,243 86.0 Totals (1-39) 723 50,255 100.0 Cleveland, OH MSA Source: SNL Financial and Microsoft MapInfo Deposit data as of 6/30/2012 and pro forma for pending and completed transactions WV Pro Forma Branch Franchise Branch Overlap Distance Branches % of Franchise < 1 mi: 1 6.3% < 5 mi: 3 18.8% FNB (246) ANNB (8) PVFC (16) FNB Headquarters Pittsburgh MSA Cleveland MSA Baltimore MSA 33 |
![]() 59,240 65,169 52,149 Pittsburgh MSA Baltimore MSA Cleveland MSA 7.2% 7.0% 6.5% Pittsburgh MSA Baltimore MSA Cleveland MSA 1,001 1,043 852 Pittsburgh MSA Baltimore MSA Cleveland MSA Parkview Financial Corp. (PVFC) Market Opportunity Total Households - 2011 (000) Businesses (2) Unemployment Rate (1) Source: SNL Financial (1) As of December 2012 (2) Per U.S. Census Bureau • Third consecutive acquisition in a major MSA • Cleveland, Pittsburgh and Baltimore have an aggregate population of 7.1 million, significant commercial lending opportunities and favorable demographics • The Cleveland market is conducive to FNB’s commercial banking model and strong cross sell culture Opportunity to replicate FNB’s proven Pittsburgh success in a market with similar characteristics Significantly enhances number of commercial banking prospects within FNB footprint Retail locations in attractive markets expected to benefit consumer banking, Wealth Management and Private Banking Strong Opportunity Expansion in Cleveland Market 34 |
![]() 35 Investment Thesis |
![]() Long-Term Investment Thesis 36 Long-Term Investment Thesis: Targeted EPS Growth 5-6% Expected Dividend Yield (Targeted Payout Ratio 60-70%) 4-6% Total Shareholder Return 9-12% FNB’s long-term investment thesis reflects a commitment to efficient capital management and creating value for our shareholders |
![]() Relative Valuation Multiples 37 FNB Regional Peer Group Median National Peer Group Median (1) Price/Earnings Ratio (2) FY13 Consensus EPS (FNB=$0.86) 13.6x 14.0x 14.4x FY 14 Consensus EPS (FNB=$0.92) 12.7x 13.0x 13.8x Price/Tangible Book Value (2) 2.4x 1.6x 1.5x Price/Book Value (2) 1.2x 1.1x 1.1x Dividend Yield (2) 4.1% 2.8% 2.4% per SNL Financial: Price/Earnings Ratio based on analyst consensus estimates for FNB and peers; (1) National peer group consists of banks with assets between $5 and $25 billion; (2) As of February 20, 2013 closing prices (FNB=$11.62) FNB has a modest P/E valuation relative to peers given its higher-quality earnings stream, stronger dividend yield and future growth potential |
![]() ![]() ![]() FNB Among Top Performing Banks 38 Notes: Data per SNL Financial and FNB. Year-to-date performance represents Full Year 2012. Relative valuation metrics and total return as February 20, 2013. FNB ROTCE represents operating ROTCE – refer to Supplemental Information. Assets ($ billions) ROTCE (%) Efficiency Ratio (%) Net Charge Offs (%) Net Interest Margin Price/TBV (x) Price/ 2013E EPS (x) Dividend Yield (%) Total Return 3 Yr (%) Peer Median Results Regional Peer Group $9.6 11.86 60.2 0.55 3.73 1.57x 12.86x 2.82 28.47 Top 100 Banks/Thrifts Based on Asset Size $14.1 11.82 62.2 0.46 3.58 1.47x 12.59x 2.26 25.63 Top 100 Trading at > 2.0x Tangible Book $14.6 16.75 55.9 0.23 3.56 2.20x 12.10x 2.72 42.96 F.N.B. Corporation $12.0 18.77 57.7 0.35 3.73 2.36x 12.68x 4.13 83.73 Year-to-Date Performance Relative Valuation/Total Return |
![]() Relative Valuation Analysis Where a bank trades relative to tangible book value is highly correlated with its projected return on tangible capital Source: SNL Financial as of 2/20/13; Note: Data set above includes FNB’s regional peer group; (1)R-squared represents the percentage of the variation in price to tangible book value (P/TBV) that can be explained by variation in 2013E projected return on average tangible equity (ROATE); (2)Based on consensus mean estimates for FY2013. 39 |
![]() Relative Valuation – Price/TBV Trends FNB consistently trades at a premium to regional and national peers based on price to tangible book value per share (1) (1) Market data per SNL Financial as of February 21, 2013. 40 0.00 0.50 1.00 1.50 2.00 2.50 3.00 Price/Tangible Book Value FNB Regional Peers National Peers |
![]() 41 Supplemental Information |
![]() 42 Supplemental Information Index Diversified Loan Portfolio Deposits and Customer Repurchase Agreements Investment Portfolio Loan Risk Profile (December 31, 2012) Regency Finance Company Profile Marcellus and Utica Shale Exposure and Focus Regional Peer Group Listing GAAP to Non-GAAP Reconciliation |
![]() Diversified Loan Portfolio 43 Note: Balance, CAGR and % of Portfolio based on period-end balances 12/31/12 CAGR % of Portfolio ($ in millions) Balance 12/08- 12/12 12/31/08 12/31/12 C&I $1,602 14.1% 16% 20% CRE: Non-Owner Occupied 1,381 4.0% 17% 15% CRE: Owner Occupied 1,258 8.8% 16% 17% Commercial Leases 130 22.9% 1% 2% Total Commercial $4,371 9.4% 50% 54% Consumer Home Equity 1,742 10.1% 21% 21% Residential Mortgage 1,045 17.6% 10% 13% Indirect 568 2.8% 9% 7% Other 172 2.8% 3% 2% Regency 171 1.4% 3% 2% Florida 69 -27.1% 5% 1% Total Loan Portfolio $8,138 8.6% 100% 100% Well diversified portfolio Strong growth results driven by commercial loan growth $8.1 Billion Loan Portfolio December 31, 2012 Commercial & Industrial 20% Consumer Home Equity 21% Residential Mortgage 13% Indirect 7% Other 2% Regency 2% Florida 1% Commercial Leases 2% CRE: Owner Occupied 17% CRE: Non- Owner Occupied 15% |
![]() Non-Interest Bearing 18% Savings, NOW, MMDA 46% Customer Repos 10% Time Deposits 26% Deposits and Customer Repurchase Agreements 44 Note: Balance, CAGR and % of Portfolio based on period-end balances; (1) Transaction deposits include savings, NOW, MMDA and non-interest bearing deposits; (2) December 31, 2008 through December 31, 2012; 12/31/2012 CAGR Mix % ($ in millions) Balance 12/08- 12/12 12/31/08 12/31/12 Savings, NOW, MMDA $4,591 13.0% 44% 46% Time Deposits 2,536 2.3% 36% 26% Non-Interest Bearing 1,738 17.3% 14% 18% Customer Repos 1,025 25.4% 6% 10% Total Deposits and Customer Repo Agreements $9,890 11.2% 100% 100% Transaction Deposits (1) and Customer Repo Agreements $7,354 16.5% 64% 74% Loans to Deposits and Customer Repo Agreements Ratio = 82% at December 31, 2012 New client acquisition and relationship-based focus reflected in favorable deposit mix – 16.5% average growth for transaction deposits and customer repo agreements (2) – 74% of total deposits and customer repo agreements are transaction-based deposits (1) $9.9 Billion Deposits and Customer Repo Agreements December 31, 2012 |
![]() % Ratings ($ in millions (1) ) Portfolio Investment % Agency MBS $1,055 46% AAA 100% Highly Rated $2.3 Billion Investment Portfolio December 31, 2012 CMO Agency 604 26% AAA 100% Agency Senior Notes 383 17% AAA 100% Municipals 172 7% AAA AA A BBB 2% 88% 9% 1% Trust Preferred (2) 30 1% A BBB BB B CCC C 2% 5% 15% 16% 9% 53% Short Term 23 1% AAA 100% CMO Private Label 17 1% AA A BBB BB CCC 18% 13% 23% 24% 22% Corporate 15 1% A BBB 70% 30% Bank Stocks 2 - Non-Rated Commercial MBS 1 - AAA 100% US Treasury 1 - AAA 100% Total Investment Portfolio $2,302 100% Investment Portfolio 45 (1) Amounts reflect GAAP; (2) Original cost of $106 million, adjusted cost of $43 million, fair value of $30 million AAA, 89.9% AA, 6.8% A, 1.2% BBB,BB,B CCC,CC,C Non-Rated 2% – Highly rated with an average rating of AA and 97.9% of the portfolio rated A or better – General obligation bonds = 99.5% of portfolio – 77.4% from municipalities located throughout Pennsylvania 97% of total portfolio rated AA or better Relatively low duration of 2.7 Municipal bond portfolio |
![]() 46 Loan Risk Profile (1) Originated portfolio metric $ in millions Balance 12/31/12 % of Loans NPL's/Loans (1) Net Charge- Offs/Loans (1) Total Past Due/Loans (1) Commercial and Industrial $1,602,314 19.7% 0.39% 0.43% 0.89% CRE: Non-Owner Occupied 1,380,671 17.0% 1.17% 0.15% 1.43% CRE: Owner Occupied 1,257,747 15.5% 1.94% 0.37% 2.17% Home Equity and Other Consumer 1,874,410 23.0% 0.46% 0.14% 0.89% Residential Mortgage 1,045,319 12.8% 1.04% 0.07% 3.39% Indirect Consumer 567,561 7.0% 0.19% 0.36% 1.14% Regency Finance 170,999 2.1% 3.99% 3.58% 3.49% Commercial Leases 130,133 1.6% 0.74% 0.23% 2.03% Florida 68,627 0.8% 17.30% 1.08% 17.30% Other 39,938 0.5% 6.76% 1.70% 8.89% Total $8,137,719 100.0% 1.12% 0.41% 1.64% |
![]() Conservatively run consumer finance business with over 80 years of consumer lending experience Good credit quality: Year-to-date net charge-offs to average loans of 3.58% Strong returns: Full Year 2012: ROA 3.44%, ROE 36.33%, ROTE 40.88% Regency Finance Company Profile (1) Return on average tangible common equity (ROTCE) is calculated by dividing net income less amortization of intangibles by average common equity less average intangibles. Tennessee Ohio Pennsylvania Kentucky 47 71 Locations Spanning Four States Regency Finance Company $171 Million Loan Portfolio 86% of Real Estate Loans are First Mortgages 59% 27% 14% Direct Real Estate Sales Finance |
![]() Marcellus and Utica Shale Exposure 48 (1) Sources: www.marcellus.psu.edu, retrieved January 29, 2013; (2) www.dnr.state.oh.us, retrieved May 31, 2012; (3) Sterne Agee June 7, 2010 and FBR Capital Markets, March 2, 2011. FNB Banking Locations Pennsylvania Ohio FNB is well-positioned in the Marcellus Shale and Utica Shale regions with a Pennsylvania footprint that closely aligns with the Marcellus Shale concentration and exposure to the Utica Shale region in Ohio. FNB has been noted by analysts as being one of the best geographically positioned banks to benefit from the Marcellus Shale. (3) This presents opportunity for FNB given the expected positive economic lift across much of FNB’s footprint. Ohio Utica Shale Well Locations (2) (1) |
![]() Marcellus and Utica Shale FNB Strategic Focus 49 Opportunity for FNB relates to potential indirect and induced economic benefits across footprint Direct Effect: Oil and Gas Directly associated with the extraction, processing and delivery of the gas Drilling, extraction and support activities Indirect Effect: Supply Chain Provides goods and services to the energy industry e.g.: Iron and steel, transportation, commodity traders, heavy equipment, surveyors, utilities, rig parts, attorneys, real estate, machinery manufacturers, etc. Induced Benefit: Consumption Resulting benefit to industries and individuals from positive direct and indirect effects e.g.: Higher education, travel, housing, food and drink, entertainment, utilities, etc. FNB Strategic Focus: Supply Chain and Consumption |
![]() Regional Peer Group Listing 50 ASBC Associated Bancorp NPBC National Penn Bancshares, Inc. CBSH Commerce Bancshares, Inc. ONB Old National Bancorp CBU Community Bank Systems, Inc. PRK Park National Corp CHFC Chemical Financial Corp. PVTB Private Bancorp, Inc. CRBC Citizens Republic Bancorp, Inc. SBNY Signature Bank CSE CapitalSource, Inc. SUSQ Susquehanna Bancshares, Inc. FCF First Commonwealth Financial TCB TCF Financial Corp. FFBC First Financial Bancorp, Inc. UBSI United Bankshares, Inc. FMBI First Midwest Bancorp, Inc. UMBF UMB Financial Corp. FMER First Merit Corp. VLY Valley National Bancorp FULT Fulton Financial WSBC WesBanco, Inc. MBFI MB Financial, Inc. WTFC Wintrust Financial Corp. NBTB NBT Bancorp, Inc. |
![]() GAAP to Non-GAAP Reconciliation 51 Return on Average Tangible Equity Return on Average Tangible Assets December 31, 2012 September 30, 2012 December 31, 2011 2012 2011 Net income $28,955 $30,743 $23,737 $110,410 $87,047 Return on average tangible equity Net income, annualized $115,189 $122,304 $94,175 $110,410 $87,047 Amortization of intangibles, net of tax, annualized 5,800 5,798 4,689 5,938 4,698 $120,989 $128,102 $98,864 $116,348 $91,745 Average shareholders' equity $1,400,429 $1,385,282 $1,219,575 $1,376,493 $1,181,941 Less: Average intangible assets 715,962 714,501 599,352 717,031 599,851 Average tangible equity $684,467 $670,781 $620,223 $659,462 $582,089 Return on average tangible equity 17.68% 19.10% 15.94% 17.64% 15.76% Return on average tangible assets Net income, annualized $115,189 $122,304 $94,175 $110,410 $87,047 Amortization of intangibles, net of tax, annualized 5,800 5,798 4,689 5,938 4,698 $120,989 $128,102 $98,864 $116,348 $91,745 Average total assets $11,988,283 $11,842,204 $9,947,884 $11,782,821 $9,871,164 Less: Average intangible assets 715,962 714,501 599,352 717,031 599,851 Average tangible assets 11,272,320 $ 11,127,704 $ 9,348,532 $ 11,065,789 $ 9,271,313 $ Return on average tangible assets 1.07% 1.15% 1.06% 1.05% 0.99% For the Quarter Ended Year Ended December 31 |
![]() GAAP to Non-GAAP Reconciliation 52 Operating Return on Average Tangible Equity Operating Return on Average Tangible Assets December 31, 2012 September 30, 2012 December 31, 2011 2012 2011 2010 Operating net income Net income $28,955 $30,743 $23,737 $110,410 $87,047 $74,652 Add: Merger and severance costs, net of tax (3) 57 255 5,203 3,238 402 Add: Litigation settlement accrual, net of tax 1,950 1,950 Add: Branch consolidation costs, net of tax 1,214 1,214 Less: Gain on sale of building 942 942 Less: One-time pension expense credit 6,853 Operating net income $32,116 $29,858 $23,992 $117,835 $90,285 $68,201 Operating diluted earnings per share Diluted earnings per share $0.21 $0.22 $0.19 $0.79 $0.70 $0.65 Add: Merger and severance costs, net of tax - - - 0.04 0.02 - Add: Litigation settlement accrual, net of tax 0.01 - - 0.01 - - Add: Branch consolidation costs, net of tax 0.01 - - 0.01 - - Less: Gain on sale of building - 0.01 0.01 Less: One-time pension expense credit - - - - - 0.05 Operating diluted earnings per share $0.23 $0.21 $0.19 $0.84 $0.72 $0.60 Operating return on average tangible equity Operating net income (annualized) $127,762 $118,784 $95,183 $117,835 $90,285 $68,201 Amortization of intangibles, net of tax (annualized) 5,800 5,798 4,689 5,938 4,698 4,364 $133,562 $124,582 $99,873 $123,773 $94,983 $72,565 Average shareholders' equity $1,400,429 $1,385,282 $1,219,575 $1,376,493 $1,181,941 $1,057,732 Less: Average intangible assets 715,962 714,501 599,352 717,031 599,851 564,448 Average tangible equity $684,467 $670,781 $620,223 $659,462 $582,089 $493,284 Operating return on average tangible equity 19.51% 18.57% 16.10% 18.77% 16.32% 14.71% Operating return on average tangible assets Operating net income (annualized) $127,762 $118,784 $95,183 $117,834 $90,285 $68,201 Amortization of intangibles, net of tax (annualized) 5,800 5,798 4,689 5,938 4,698 4,364 $133,562 $124,582 $99,873 $123,772 $94,983 $72,565 Average total assets $11,988,283 $11,842,204 $9,947,884 $11,782,821 $9,871,164 $8,906,734 Less: Average intangible assets 715,962 714,501 599,352 717,031 599,851 564,448 Average tangible assets 11,272,320 $ 11,127,704 $ 9,348,532 $ 11,065,789 $ 9,271,313 $ 8,342,286 $ Operating return on average tangible assets 1.18% 1.12% 1.07% 1.12% 1.02% 0.87% For the Quarter Ended Year Ended December 31 |
![]() GAAP to Non-GAAP Reconciliation 53 Pre-Provision Net Revenue 2012 2011 2010 Pre-Provision Net Revenue (PPNR) Net interest income (FTE) $380,233 $324,404 $291,642 Non-interest income 131,463 119,918 115,972 Non-interest expense 318,829 283,734 251,103 Pre-Provision Net Revenue $192,867 $160,588 $156,511 Less: Non-operating non-interest income (172) 3,587 621 Add: Non-operating non-interest expense 11,159 8,310 (7,655) Operating Pre-Provision Net Revenue $204,198 $165,312 $148,235 PPNR Earnings per Diluted Share $1.45 $1.32 $1.30 Non-Operating Items Detail Branch consolidation costs -$1,713 - Gain on sale of building 1,449 Net securities gains/losses/OTTI 92 $3,587 $621 Non-interest income non-operating items -$172 $3,587 $621 Merger and severance $8,004 $4,982 $619 Branch consolidation costs 155 Litigation accrual 3,000 FHLB pre-pay penalty 3,328 2,269 One-time pension credit -10,543 Non-interest expense non-operating items $11,159 $8,310 -$7,655 Year Ended December 31 |