![]() F.N.B. Corporation Investor Presentation BMO Capital Markets – Pittsburgh, PA August 20, 2013 Exhibit 99.1 |
![]() Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Financial Information 2 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) risk factors mentioned in the reports and registration statements F.N.B. Corporation files with the Securities and Exchange Commission; (9) housing prices; (10) job market; (11) consumer confidence and spending habits; (12) estimates of fair value of certain F.N.B. Corporation assets and liabilities; (13) transaction risks associated with the pending mergers of PVF Capital Corp. and BCSB Bancorp, Inc., and integration challenges related to the recently completed merger with Annapolis Bancorp, Inc. and the difficulties encountered in expanding into a new market; or (14) the effects of current, pending and future legislation, regulation and regulatory actions. 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 July 23, 2013 and in its periodic filings with the Securities and Exchange Commission. |
![]() Merger of F.N.B. and PVF Capital. In connection with the pending merger between F.N.B. and PVF Capital Corp., a definitive proxy statement of PVF Capital and prospectus of F.N.B. will be filed with the SEC. SHAREHOLDERS OF PVF CAPITAL CORP. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. F.N.B. and PVF Capital and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from PVF Capital shareholders in connection with the proposed merger. Information concerning such participants’ ownership of PVF Capital common shares will be set forth in the definitive proxy statement/prospectus. Merger of F.N.B. and BCSB Bancorp. In connection with the proposed merger between F.N.B. and BCSB Bancorp, a definitive proxy statement of BCSB Bancorp and prospectus of F.N.B. will be filed with the SEC. SHAREHOLDERS OF BCSB BANCORP, INC. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. F.N.B. and BCSB Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from BCSB Bancorp shareholders in connection with the proposed merger. Information concerning such participants’ ownership of BCSB Bancorp common stock will be set forth in the definitive proxy statement/prospectus. Where to Find Additional Information. A free copy of the definitive proxy statement/prospectus for each pending merger (when it is available), as well as other documents containing information about F.N.B. Corporation, PVF Capital Corp. and BCSB Bancorp, Inc., may be obtained at the SEC’s Internet site (http://www.sec.gov). In addition, investors and security holders may obtain free copies of the documents that F.N.B., PVF Capital and BCSB Bancorp have filed with the SEC by contacting the following persons at each corporation: F.N.B.: James G. Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317 PVF Capital: Jeffrey N. Male, Secretary, PVF Capital Corp., 30000 Aurora Road, Solon, OH 44139, telephone: (440) 248-7171 BCSB Bancorp: Joseph J. Bouffard, President and Chief Executive Officer, BCSB Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410) 256-5000 Important Information About the Pending Mergers 3 |
![]() 4 F.N.B. Corporation Key Investment Considerations About F.N.B. Corporation Experienced Leadership Team Reposition and Reinvest Strategy Drives Growth Strong Operating Trends |
![]() Key Investment Considerations 5 KEY INVESTMENT CONSIDERATIONS – Differentiating Factors Consistent Strategy Focused on Long-Term Perspective Achieved organic growth throughout the recent economic cycle, largely driven by growth in loans and low-cost deposits Consistent and high-quality operating results Continuous investments in People, Process, Products and Productivity Maintain lower-risk profile with significant investments in enterprise-wide risk management Strong culture focused on people, talent management, cross-sell and sophisticated product offerings Proven success achieving top market position in major markets and across footprint Proven ability to compete effectively against much larger peers Disciplined acquisition and expansion strategy focused on organic growth potential Long-term investment thesis centered on efficient capital management and generating shareholder value Attractive relative valuation with consistent and supported P/TBV, modest P/E and strong dividend yield |
![]() About F.N.B. Corporation 6 Fourth Largest Pennsylvania-Based Bank Positioned for Sustained Growth Consistent, Strong Operating Results Operating Strategy • Assets:$14.0 billion (1) • Loans:$9.5 billion (1) • Deposits:$11.6 billion (1) • Banking locations:286 (1) • Consumer finance locations:72 • Attractive and expanding footprint: PA/OH/MD/WV: Banking locations span 56 counties and four states (1) • Leading market position (Pro-Forma) (2) • #3 market share in the Pittsburgh MSA • #10 market share in the Baltimore MSA • #6 overall market position for all counties of operation • Top quartile profitability performance • Deliver consistent, solid results • Industry-leading, consistent loan growth through recent economic cycle • Strong performance:3-year total shareholder return of 88% (3) • Reposition and reinvest for sustained growth; maintain low-risk profile • Reposition and reinvest for sustained growth • Maintain disciplined expense control • Expanding market share potential and growth opportunities • Maintain low-risk profile (1) Pro-forma for pending acquisition of PVFC, expected to close October 2013 with assets of approximately $0.8 billion, loans of $0.6 billion, deposits of $0.6 billion and 16 banking locations and BCSB Bancorp, expected to close 1Q14 with assets of approximately $0.6 billion, loans of $0.3 billion, deposits of $0.6 billion and 16 banking locations (2) SNL Financial, Pro-forma for PVFC & BCSB, excludes custodian bank; (3) As of August 14, 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 Team 7 Experienced and respected executive management team |
![]() Reposition and Reinvest Strategy 8 Talent Management Geographic Segmentation Sales Management/Cross-Sell Product Development Branch Optimization Electronic Delivery Investment Proven ability to attract talent Consistent, strong operating results Revenue growth Consistent organic loan growth High-quality growth led by C&I portfolio Attractive market position Expanded market share potential via entry and expansion in attractive markets Strong 3-year total shareholder return Strategic Focus Drives Long-Term Growth and Performance Actions Results Utilize Acquisitions to Enhance Growth Opportunities |
![]() Reposition and Reinvest – Actions Drive Long-Term Performance 9 2009 2010 2011 2012 2013 YTD PEOPLE Talent Management Strengthened team through key hires; Continuous team development Attract, retain, develop best talent Geographic Segmentation Regional model Regional Realignment Created 5 & 6 Regions 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 Continued Utilization Commercial Banking Sales Management Expansion to additional lines of business Private Banking, Insurance, Wealth Management 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 – Online banking enhancements, mobile banking and app Online/mobile banking infrastructure complete with mobile remote deposit capture and online budgeting tools 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 9 Locations Continuous Evaluation Consolidate 2 Locations Consolidate 6 Locations Consolidate 37 Locations Acquisitions Opportunistically expand presence in attractive markets CB&T Parkvale ANNB Closed 4/13 PVFC 10/13 BCSB 1Q14 th th |
![]() Strong Operating Trends Outperform Peers 10 17.33% 17.46% 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% 2Q13 1Q13 2012 2011 2010 ROTE (1) FNB Peer Group Median 0.28% 0.35% 0.58% 0.77% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 2013YTD 2012 2011 2010 Net Charge-Offs to Average Loans FNB Peer Group Median 58.6% 59.8% 57.7% 59.7% 60.7% 30.0% 35.0% 40.0% 45.0% 50.0% 55.0% 60.0% 65.0% 70.0% 2Q13 1Q13 2012 2011 2010 Efficiency Ratio FNB Peer Group Median 3.63% 3.66% 3.66% 3.70% 3.70% 2.50% 2.70% 2.90% 3.10% 3.30% 3.50% 3.70% 3.90% 2Q13 1Q13 4Q12 3Q12 2Q12 Net Interest Margin FNB Peer Group Median The above represents full-year 2010, 2011, 2012 and/or quarterly, year-to-date results where noted. Refer to Supplemental Information for peer group listing. (1) Operating results, refer to Supplemental Information for details |
![]() Relationship-Based Focus Drives Consistent Organic Growth 11 Balances shown are period-end balances, $ in billions. Organic balances exclude acquired balances of ANNB, PVSA and CB&T (1) Core commercial loan portfolio, excluding the Florida portfolio; (2) Consumer loans excludes the residential portfolio (1) (2) CAGR (%) Organic 9% Total 14% CAGR (%) Organic 20% Total 25% CAGR (%) Organic 9% Total 16% $4.0 $3.9 $3.5 $3.2 $4.7 $4.4 $3.8 $3.2 $- $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 $4.0 $4.5 $5.0 6/30/13 12/31/12 12/31/11 12/31/10 Commercial Loan Portfolio Total Organic $2.5 $2.3 $2.1 $2.0 $2.8 $2.6 $2.2 $2.0 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 6/30/13 12/31/12 12/31/11 12/31/10 Consumer Loan Portfolio Total Organic $3.0 $2.8 $2.2 $1.7 $2.7 $2.6 $2.1 $1.7 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 6/30/13 12/31/12 12/31/11 12/31/10 DDA's and Customer Repos Total Organic “What Gets Measured Gets Done” A cross-functional, disciplined sales management process drives loan growth and growth in lower cost transaction deposits, supporting the net interest margin, delivering greater profitability and deepening the client relationship. |
![]() Market Position Top Overall and MSA Market Position Regional Alignment Presence in Major Markets Significant Commercial Prospects 12 |
![]() FNB’s model utilizes six regions, including three in top 30 MSA markets, with each having a regional headquarters housing cross-functional teams. FNB Banking Footprint - Regional Alignment 13 Source: SNL Financial, Pro-Forma for PVFC and BCSB Top 30 MSA Presence MSA Population 2.7 million #20 MSA 2.4 million #22 MSA 2.1 million #28 MSA Cleveland MSA Pittsburgh MSA Baltimore MSA PVFC Acquisition Expected Completion October 2013 FNB Northwest Region FNB Central Region FNB Capital Region FNB Pittsburgh Region FNB Cleveland Region ANNB Completed 4/6/2013 & BCSB Acquisition Expected Completion 1Q14 Baltimore, MD Pittsburgh, PA Cleveland, OH |
![]() Top Overall Market Position 14 Source: SNL Financial, deposit data as of June 30, 2012, pro-forma as of August 1, 2013, excludes custodial bank. FNB Pennsylvania Counties of Operation Rank Institution Branch Count Total Market Deposits ($ 000) Total Market Share (%) 1 PNC Financial Services 307 51,112,184 34.1 2 Royal Bank of Scotland 209 9,814,813 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 73 3,147,291 2.1 10 Susquehanna Bancshares 80 3,123,468 2.1 Total (1-138) 2,456 149,889,192 100.0 FNB All Counties of Operation Rank Institution Branch Count Total Market Deposits ($ 000) Total Market Share (%) 1 PNC Financial Services 528 65,301,326 23.2 2 M&T Bank Corp. 233 21,213,357 7..5 3 Bank of America 97 15,978,316 5.7 4 Royal Bank of Scotland 298 14,949,617 5.3 5 KeyCorp 99 11,129,246 3.9 6 F.N.B. Corporation 286 10,705,197 3.8 7 Wells Fargo & Co 123 10,507,174 3.7 8 Huntington 223 10,492,839 3.7 9 FirstMerit Corp. 104 6,513,189 2.3 10 TFS Financial 22 6,162,459 2.2 Total (1-244) 4,365 281,982,314 100.0 FNB holds the #3 overall retail market position for Pennsylvania counties of operation and #6 position for all counties |
![]() MSA Market Share - Proven Success, Opportunity For Growth 15 Source: SNL Financial, deposit data as of June 30, 2012, pro-forma as of August 1, 2013, excludes custodial bank (Pittsburgh MSA). All Other MSA’s represent MSA’s with FNB presence excluding Pittsburgh, Cleveland and Baltimore MSA’s. Established MSA Markets – Proven Success, Leading Share Position Achieved Recent and Pending Expansion MSA Markets – Opportunity for Growth Pittsburgh, PA MSA Rank Institution Total Deposits ($ 000's) Market Share (%) 1 PNC Financial Services Group Inc. 42,596,832 54.7 2 Royal Bank of Scotland Group Plc 6,883,477 8.8 3 F.N.B. Corporation 3,524,259 4.5 4 Dollar Bank Federal Savings Bank 3,453,494 4.4 5 First Niagara Financial Group Inc. 2,830,934 3.6 6 Huntington Bancshares Inc. 2,526,263 3.2 7 First Commonwealth Financial Cor 2,426,042 3.1 8 S&T Bancorp Inc. 1,684,601 2.2 9 TriState Capital Holdings Inc. 1,679,984 2.2 10 Northwest Bancshares Inc. 1,046,252 1.3 All Other FNB MSA's (excludes Pittsburgh, Baltimore, Cleveland) Rank Institution Total Deposits ($ 000's) Market Share (%) 1 PNC Financial Services Group Inc. 10,910,138 11.8 2 M&T Bank Corp. 6,599,882 7.1 3 F.N.B. Corporation 5,219,603 5.6 4 Wells Fargo & Co. 4,734,090 5.1 5 Banco Santander SA 3,854,650 4.2 6 Huntington Bancshares Inc. 3,839,197 4.1 7 Royal Bank of Scotland Group Plc 3,645,447 3.9 8 FirstMerit Corp. 3,163,562 3.4 9 Susquehanna Bancshares Inc. 2,946,878 3.2 10 JPMorgan Chase & Co. 2,481,729 2.7 Baltimore-Towson, MD MSA Rank Institution Total Deposits ($ 000's) Market Share (%) 1 Bank of America Corp. 15,836,195 24.8 2 M&T Bank Corp. 14,823,019 23.2 3 PNC Financial Services Group Inc. 6,659,451 10.4 4 Wells Fargo & Co. 5,913,121 9.3 5 BB&T Corp. 3,612,709 5.7 6 SunTrust Banks Inc. 2,084,077 3.3 7 Susquehanna Bancshares Inc. 1,188,991 1.9 8 First Mariner Bancorp 1,030,695 1.6 9 Capital One Financial Corp. 931,446 1.5 10 F.N.B. Corporation 913,327 1.4 Cleveland-Elyria-Mentor, OH MSA Rank Institution Total Deposits ($ 000's) Market Share (%) 1 KeyCorp 9,961,386 19.8 2 PNC Financial Services Group Inc. 5,758,463 11.5 3 TFS Financial Corp. (MHC) 5,628,594 11.2 4 Royal Bank of Scotland Group Plc 4,420,693 8.8 5 Huntington Bancshares Inc. 4,212,182 8.4 6 Fifth Third Bancorp 3,531,385 7.0 7 FirstMerit Corp. 3,349,627 6.7 8 JPMorgan Chase & Co. 2,738,568 5.4 9 U.S. Bancorp 1,979,041 3.9 10 Dollar Bank Federal Savings Bank 1,662,699 3.3 14 F.N.B. Corporation 649,212 1.3 |
![]() 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 BofA Capital One TD 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 5,335 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 Unique #3 Position in a Major Market 16 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 August 1, 2013 (1) Excludes custodial bank F.N.B. Corporation 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. |
![]() Significant Commercial Prospects 17 Note: Above metrics at the MSA level (1) Data per U.S. Census Bureau (2) Data per Hoover’s as of August 14, 2013 Strong Concentration of Commercial Prospects Over 175,000 Total Businesses 1,912 1,986 2,112 8,913 9,690 10,479 12,851 13,345 13,410 52,149 59,240 65,169 Youngstown MSA Scranton MSA Harrisburg MSA Cleveland MSA Pittsburgh MSA Baltimore MSA # of Business with Revenue >$1M Total Businesses Significant Commercial Prospects Concentrated in Pittsburgh, Baltimore & Cleveland Opportunity to Leverage Core Competency and Drive Sustained Organic Growth (1) (2) (1) |
![]() 18 Acquisition Strategy Disciplined and Consistent Strategy Significant Expansion Enhanced Organic Growth Prospects |
![]() Acquisition Strategy 19 Disciplined and Consistent Acquisition Strategy Disciplined identification and focus on markets that offer potential to leverage core competencies and growth opportunities Create shareholder value Meet strategic vision Fit culturally Targeted financial and capital recoupment hurdles Proficient and experienced due diligence team Extensive and detailed due diligence process Superior post-acquisition execution Execute FNB’s proven, scalable, business model Proven success assimilating FNB’s strong sales culture Criteria Evaluation Strategy Strategy Execution Strategy Criteria Evaluation Execution |
![]() Significant Acquisition-Related Expansion 20 FNB Banking Location (pro-forma) 12 th bank acquisition since 2002 announced June 14, 2013 (BCSB) Pre-2002 Presence Additional Acquisition-Related Expansion Pittsburgh MSA Acquisition Expansion Cleveland MSA Expansion Baltimore MSA Pittsburgh MSA Cleveland MSA PVFC Acquisition Target Completion October 2013 ANNB Completed 4/6/2013 & BCSB Acquisition Target Completion 1Q14 Maryland Acquisition- Related Expansion Cleveland Hermitage Erie State College Harrisburg Philadelphia Scranton Baltimore Pittsburgh WV OH PA NY MD Fourth consecutive acquisition in a major MSA Status of recent acquisitions ANNB closed 4/6/2013 PVFC expected close 10/2013 BCSB expected close 1Q14 Five acquisitions since 2010 Ten acquisitions since 2005 |
![]() M&A Strategic Update – Progressing as Planned 21 Significant Progress Replicating Proven Success in Pittsburgh MSA to Expansion Markets of Baltimore MSA (ANNB And BCSB Acquisitions) and Cleveland MSA (PVFC Acquisition) Strategies Pittsburgh MSA Baltimore MSA Cleveland MSA Market Characteristics Support Sustained Organic Growth Markets with considerable scale and growth opportunities. Density of commercial prospects, strong consumer, wealth, private banking, insurance opportunities support FNB’s strategy. Commercial Prospects (1) 59,240 65,169 52,149 Population 2.4 million 2.7 million 2.1 million Median Household Income $46,000 $63,000 $45,000 Single Family Housing Permits YOY Change (6/13) (3) 31% 40% 23% FNB Execution in Market Instills FNB Culture Assemble strong regional leadership with established market connections. Build experienced cross- functional team. Deploy proprietary sales management process immediately. Create synergistic cross- functional alignment. Leadership In Process Team Sales Management Cross-Functional Alignment Market Position Establishes Scale and Presence Achieve attractive market position. Establish strong presence and FNB hub with a regional headquarters. Market Position (2) #3 #10 #14 Regional Headquarters In Process (1) Data per U.S. Census Bureau;(2) Deposit market share, pro-forma, excludes custodial bank in Pittsburgh MSA (3) Information as of August 6, 2013 as per local market monitor |
![]() Expanded Franchise = Enhanced Organic Growth Prospects 22 Note: Market population and market businesses represent current metrics based on respective FNB MSA presence Data per FNB, SNL Financial and/or U.S. Census Bureau (Businesses) Acquisition- Related Expansion in Higher Growth Markets Enhances Organic Growth Opportunities FNB Branches FNB Counties of Operation (MSA) FNB Markets Households (MSA) FNB Markets' Population |
![]() 23 Strong Operating Results 2Q13 Highlights and Trends |
![]() 2Q13 Operating Results 24 2Q13 Operating Highlights Operating net income (1) $30.1 million Operating diluted EPS (1) $0.21 ROTA (1) 1.08% ROTE (1) 17.33% Net interest margin 3.63% Efficiency ratio 58.6% Total loan growth (organic, annualized) 5.6% Transaction deposit growth (organic, annualized) 7.4% Net charge-offs (originated portfolio, annualized) 0.33% NPL’s+OREO/Total loans + OREO (originated portfolio) 1.59% Strong Operating Results High-quality earnings with provision for loan losses exceeding net charge-off levels Year-to-date operating leverage achieved Revenue growth and expense control Net interest margin narrowing of three basis points primarily due to lower accretable yield Annapolis Bancorp, Inc. (ANNB) acquisition closed and fully integrated April 6, 2013 Organic growth in average total loans of 5.6% Organic growth in average commercial loans of 5.8% Organic growth in average consumer loans of 11.8% Organic growth in transaction deposits and customer repurchase agreements of 7.4% (1) Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details Consistent high-quality earnings Solid profitability results Organic balance sheet growth continued Asset quality reflects continued good results |
![]() 2Q13 Operating Highlights – Quarterly Trends 25 Current 2Q13 Prior 1Q13 Prior Year 2Q12 Operating Earnings (1) Net income $30,094 $28,767 $29,336 Earnings per diluted share $0.21 $0.20 $0.21 Profitability Performance ROTE (1) 17.33% 17.46% 19.14% ROTA (1) 1.08% 1.08% 1.13% Net interest margin 3.63% 3.66% 3.80% Efficiency ratio 58.6% 59.8% 57.7% Strong Organic Growth Balance Sheet Trends (2) Total loan growth 5.6% 7.1% 2.8% Commercial loan growth 5.8% 10.8% 4.2% Consumer loan growth 11.8% 6.1% 8.3% Transaction deposits and customer repo growth (3) 7.4% 2.6% 14.3% (1) Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details;(2) Average, annualized linked quarter organic growth results. Organic growth results exclude balances acquired in the ANNB acquisition;(3) Total deposits excluding time deposits 2Q13: 2 bps 1Q13: 4 bps 2Q12: 10 bps Organic growth in both commercial and consumer loans Continued to strengthen deposit mix, with lower-cost transaction deposits and customer repurchase agreements comprising 77% of total deposits and customer repurchase agreements at June 30, 2013 Quarterly Trends Prior-year quarter benefited from higher accretable yield of $1.7 million (net of tax) or $0.01 per diluted share Accretable yield benefit included in net interest margin: Continued strong organic growth in loans and transaction deposits and customer repurchase agreements Annapolis Bancorp, Inc. acquisition completed 2Q13 (April 6, 2013) |
![]() Balance Sheet Highlights 26 Average Balances, $ in Millions 2Q13 Reported Growth (1) Organic Growth (2) 2Q13 Highlights Balance $ $ % Securities $2,296 $41.8 - - Continued strong organic growth in loans and transaction deposits and customer repurchase agreements Organic total loan growth of 5.6% annualized Total commercial loan growth driven by C&I portfolio growth of 8.8% annualized Total consumer loan growth driven by home-equity related portfolios Further enhanced attractive deposit mix Lower cost, relationship-focused transaction deposits and customer repurchase agreements represent 77% of total deposits and customer repurchase agreements compared to 73% at June 30, 2012 (5) Total loans $8,530 $373.5 $114.6 5.6% Commercial loans $4,733 $264.2 $64.6 5.8% Consumer loans (3) $2,688 $117.6 $75.8 11.8% Residential mortgage loans $1,066 -$12.7 -$30.2 -11.2% Earning assets $10,886 $413.1 - - Total deposits and customer repos $10,334 $395.7 $37.4 1.5% Transaction deposits and customer repos (4) $7,873 $427.9 $136.6 7.4% Time deposits $2,461 -$32.2 -$99.2 -16.0% (1) Reported linked-quarter growth represents total growth, including balances acquired via the ANNB acquisition;(2) Organic linked-quarter growth represents growth excluding balances acquired via the ANNB acquisition, % growth annualized;(3) Includes Direct Installment, Indirect Installment and Consumer LOC portfolios;(4) Excludes time deposits;(5) Period-end as of June 30, 2013 |
![]() Net Interest Margin Trends 27 Net Interest Margin Trends |
![]() Asset Quality Results (1) 28 $ in Thousands 2Q13 1Q13 2Q12 2Q13 Highlights NPL’s+OREO/Total loans+OREO 1.59% 1.59% 1.93% Solid performance with demonstrated stability compared to the prior quarter and improvement compared to the prior year 2Q13 provision for loan losses of $7.9 million exceeds net charge-offs $6.6 million provision for the originated portfolios $1.25 million provision for the acquired portfolios Delinquency stable compared to the prior quarter and improved from the year-ago quarter Reserve position directionally consistent with performance ANNB acquisition completed April 6, 2013 Total delinquency 1.44% 1.45% 1.78% Provision for loan losses (2) $7,903 $7,541 $7,027 Net charge-offs (NCO’s) (2) $7,325 $4,213 $7,473 NCO’s/Total average loans (2) 0.34% 0.21% 0.38% NCO’s/Total average originated loans 0.33% 0.22% 0.45% Allowance for loan losses/ Total loans 1.35% 1.39% 1.49% Allowance for loan losses/ Total non-performing loans 121.68% 124.80% 104.89% (1) Metrics shown are originated portfolio metrics unless noted as a total portfolio metric. “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 29 Peer data per SNL Financial, refer to Appendix for peer listing;(1) Metrics shown are originated portfolio. “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) Based on balances at quarter end for each period presented;(3) Full year or year-to- date results annualized. NCO’s on Originated Loans/ Total Originated Loans (1)(3) NPL’s+OREO/ Total Originated Loans+OREO (1)(2) Asset Quality Trends Compare Favorably to Peer Results |
![]() Capital Position 30 Capital Position as of June 30, 2013 2Q13 Capital Level Drivers Capital levels at June 30, 2013 reflect initial impact of Annapolis Bancorp, Inc. acquisition. Regulatory capital levels impacted by partial redemption of trust preferred securities ($15.0 million repurchased at a discount in June 2013). Tangible common equity ratio impacted by changes in unrealized gains and losses included in other comprehensive income (OCI). Excluding the OCI change, the tangible common equity ratio would have been unchanged from the prior quarter. 12.3% 10.7% 8.4% 6.2% 12.0% 10.4% 8.3% 6.1% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% Total Risk-Based Tier One Leverage Tangible Common Equity March 31, 2013 June 30, 2013 |
![]() 31 Investment Thesis Long-Term Investment Thesis |
![]() Long-Term Investment Thesis - Return Focused 32 FNB’s long-term investment thesis reflects a commitment to efficient capital management and creating value for our shareholders Long-Term Investment Thesis Targeted EPS Growth 5-6% Targeted Dividend Yield (Targeted Payout Ratio 60-70%) 4-6% Implied Total Shareholder Return 9-12% |
![]() Upper Quartile Performance Presents Valuation Upside 33 Assets ($ billions) ROTCE (%) Efficiency Ratio (%) Net Charge- Offs (%) Net Interest Margin (%) Price/TBV (x) Price/ 2014E EPS (x) Dividend Yield (%) Total Return 3 Yr (%) Peer Median Results Regional Peer Group $16.6 11.82 62.6 0.31 3.37 1.75x 15.24x 2.10 58.67 Top 100 Banks/Thrifts Based on Asset Size $13.0 12.26 62.4 0.25 3.48 1.73x 14.81x 2.20 57.45 Top 100 Trading at > 2.0x Tangible Book $12.4 13.80 57.4 0.17 3.63 2.25x 15.04x 2.52 83.05 F.N.B. Corporation $12.6 17.33 58.6 0.33 3.63 2.58x 14.68x 3.73 88.41 2Q13 Performance Relative Valuation/Total Return Notes: Data per SNL Financial and FNB. Year-to-date performance represents 1Q13. Relative valuation metrics and total return as of August 15, 2013. FNB ROTCE represents operating ROTCE – refer to Supplemental Information. |
![]() Deliver Consistent Operating Results 34 FNB = 80% Percentile FNB = 96% Percentile Data per FNB and/or SNL Financial Refer to Supplemental Information for peer listing FNB’s ability to deliver consistent operating results exceeds peer results 0.00% 0.05% 0.10% 0.15% 0.20% 0.25% Regional Peer Median FNB ROAA Volatility 0.000% 0.005% 0.010% 0.015% 0.020% 0.025% 0.030% 0.035% 0.040% 0.045% 0.050% Regional Peer Median FNB Revenue/Avg Assets Volatility FNB and Peer Volatility (Standard Deviation 1Q10 – 2Q13) |
![]() Consistent Price/TBV Trends (1) Market data per SNL Financial as of August 15, 2013. Refer to Supplemental Information for regional peer listing. Top 100 represents the top 100 U.S. banks and thrifts by total assets as of 6/30/2013. 35 Consistent premium to peers based on price to tangible book value per share (1) |
![]() 36 Supplemental Information |
![]() 37 Supplemental Information Index Diversified Loan Portfolio Deposits and Customer Repurchase Agreements Investment Portfolio Loan Risk Profile Marcellus and Utica Shale Exposure Regency Finance Company Profile Regional Peer Group Listing GAAP to Non-GAAP Reconciliation Second Quarter 2013 Earnings Release (July 23, 2013) |
![]() Diversified Loan Portfolio 38 Note: Balance, CAGR and % of Portfolio based on period-end balances 6/30/2013 CAGR % of Portfolio ($ in millions) Balance 12/08- 6/30/13 12/31/08 6/30/13 C&I $1,751 12.4% 16% 20% CRE: Non-Owner Occupied 1,347 7.8% 17% 17% CRE: Owner Occupied 1,470 3.6% 16% 16% Commercial Leases 136 20.1% 1% 2% Total Commercial $4,704 8.3% 50% 55% Consumer Home Equity 1,921 8.9% 21% 22% Residential Mortgage 1,014 15.5% 10% 12% Indirect 594 2.5% 9% 7% Other 183 2.5% 3% 2% Regency 172 1.2% 2% 2% Florida 50 -24.5% 5% <1% Total Loan Portfolio $8,638 7.6% 100% 100% Well diversified portfolio Strong growth results driven by commercial loan growth $8.6 Billion Loan Portfolio June 30, 2013 C&I + Owner Occupied CRE = 36% of Total Loan Portfolio Commercial & Industrial 20% Consumer Home Equity 22% Residential Mortgage 12% Indirect 7% Other 2% Regency 2% Florida 0% Commercial Leases 2% CRE: Non- Owner Occupied 17% CRE: Owner Occupied 16% |
![]() Deposits and Customer Repurchase Agreements 39 Note: Balance, CAGR and % of Portfolio based on period-end balances; (1) Transaction deposits include savings, NOW, MMDA and non-interest bearing deposits; (2) December 31, 2008 through June 30, 2013 6/30/2013 CAGR Mix % ($ in millions) Balance 12/08- 6/13 12/31/08 6/30/13 Savings, NOW, MMDA $4,975 13.5% 44% 48% Time Deposits 2,428 1.0% 36% 23% Non-Interest Bearing 1,974 18.5% 14% 19% Customer Repos 983 15.5% 6% 10% Total Deposits and Customer Repo Agreements $10,360 11.0% 100% 100% Transaction Deposits (1) and Customer Repo Agreements $7,932 15.5% 64% 77% Loans to Deposits and Customer Repo Agreements Ratio = 83% June 30, 2013 New client acquisition and relationship-based focus reflected in favorable deposit mix – 15.5% average growth for transaction deposits and customer repo agreements (2) – 77% of total deposits and customer repo agreements are transaction-based deposits (1) $10.4 Billion Deposits and Customer Repo Agreements June 30, 2013 Non-Interest Bearing 19% Savings, NOW, MMDA 48% Customer Repos 10% Time Deposits 23% |
![]() % Ratings ($ in millions (1) ) Portfolio Investment % Agency MBS $865 37% AAA 100% CMO Agency 834 36% AAA 100% Agency Senior Notes 400 17% AAA 100% Municipals 159 7% AAA AA A BBB 2% 50% 47% 1% Trust Preferred (2) 33 1% BBB BB B BBB Ca C 5% 13% 13% 9% 2% 58% Short Term 32 1% AAA 100% CMO Private Label 10 1% AA A BBB BB 23% 18% 29% 30% Corporate 10 1% A 100% Bank Stocks 2 - Non-Rated Commercial MBS 1 - AAA 100% US Treasury 1 - AAA 100% Total Investment Portfolio $2,347 100% Investment Portfolio 40 (1) Amounts reflect GAAP; (2) Original cost of $ 104 million, adjusted cost of $43 million, fair value of $33 million 2% Highly Rated $2.3 Billion Investment Portfolio June 30, 2013 Ratings Composition – Highly rated with an average rating of AA and 99% of the portfolio rated A or better – General obligation bonds = 99.0% of portfolio – 78.5% from municipalities located throughout Pennsylvania Municipal bond portfolio 95% of total portfolio rated AA or better, 98% rated A or better Relatively low duration of 3.2 Portfolio comprised of 50% AFS and 50% HTM |
![]() 41 Loan Risk Profile (1) Originated portfolio metric $ in millions Balance 6/30/2013 % of Loans NPL's/Loans (1) YTD Net Charge- Offs/Loans (1) Total Past Due/Loans (1) Commercial and Industrial $1,751 20.3% 0.50% 0.18% 0.75% CRE: Non-Owner Occupied 1,470 17.0% 1.17% 0.37% 1.34% CRE: Owner Occupied 1,347 15.6% 1.96% 0.11% 2.25% Home Equity and Other Consumer 2,058 23.8% 0.51% 0.32% 0.86% Residential Mortgage 1,014 11.7% 1.42% 0.13% 2.62% Indirect Consumer 594 6.9% 0.20% 0.37% 0.97% Regency Finance 172 2.0% 4.10% 3.76% 3.50% Commercial Leases 136 1.6% 0.50% 0.22% 1.36% Florida 50 0.6% 22.41% -3.77% 22.41% Other 45 0.5% 0.00% 0.13% 0.11% Total $8,637 100.0% 1.11% 0.28% 1.44% |
![]() Marcellus and Utica Shale Exposure 42 (1) Sources: www.marcellus.psu.edu, retrieved May 3, 2013; (2) www.dnr.state.oh.us, retrieved June 5, 2013; (3) Sterne Agee June 7, 2010 and FBR Capital Markets, March 2, 2011. Pennsylvania Ohio FNB PA/OH 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) Ohio Utica Shale (2) (1) FNB branch map per SNL Financial |
![]() Marcellus and Utica Shale FNB Strategic Focus 43 Opportunity for FNB relates to potential indirect and induced economic benefits across footprint Direct Effect: Oil and Gas Indirect Effect: Supply Chain Induced Benefit: Consumption Directly associated with the extraction, processing and delivery of the gas Drilling, extraction and support activities 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. 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 |
![]() Tennessee Consumer finance business with over 80 years of consumer lending experience Credit quality: 2013 YTD net charge-offs to average loans of 3.73% Returns: 2Q13 : ROA 3.75%, ROE 40.29%, ROTE 45.30% 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. 44 72 Locations Spanning Four States Regency Finance Company $172 Million Loan Portfolio 86% of Real Estate Loans are First Mortgages Kentucky Ohio Pennsylvania 60% 26% 14% Direct Real Estate Sales Finance |
![]() Regional Peer Group Listing 45 Ticker Institution Ticker Institution ASBC Associated Bancorp ONB Old National Bancorp AF Astoria Financial Corporation PVTB Private Bancorp, Inc. CBSH Commerce Bancshares, Inc. SUSQ Susquehanna Bancshares, Inc. FMER First Merit Corp. UMBF UMB Financial Corp. FULT Fulton Financial Corporation VLY Valley National Bancorp MBFI MB Financial, Inc WBS Webster Financial Corporation NPBC National Penn Bancshares, Inc. WTFC Wintrust Financial Corporation |
![]() GAAP to Non-GAAP Reconciliation 46 Operating: Earnings, Return on Avg Tangible Equity, Return on Avg Tangible Assets June 30, 2013 March 31, 2013 June 30, 2012 2012 2011 2010 Operating net income Net income $29,192 $28,538 $29,130 $110,410 $87,047 $74,652 Add: Merger and severance costs, net of tax 1,915 229 206 5,203 3,238 402 Add: Litigation settlement accrual, net of tax - - - 1,950 - - Add: Branch consolidation costs, net of tax - - - 1,214 - - Less: Gain on extinguishment of debt, net of tax 1,013 - - 942 - - Less: One-time pension expense credit, net of tax - - - - - 6,853 Operating net income $30,094 $28,767 $29,336 $117,835 $90,285 $68,201 Operating diluted earnings per share Diluted earnings per share $0.20 $0.20 $0.21 $0.79 $0.70 $0.65 Add: Merger and severance costs, net of tax 0.01 0.00 0.00 0.04 0.03 0.00 Add: Litigation settlement accrual, net of tax - - - 0.01 - - Add: Branch consolidation costs, net of tax - - - 0.01 - - Less: Gain on extinguishment of debt, net of tax (0.01) - - 0.01 - - Less: One-time pension expense credit - - - - - 0.06 Operating diluted earnings per share $0.21 $0.20 $0.21 $0.84 $0.72 $0.60 Operating return on average tangible equity Operating net income (annualized) $120,706 $116,668 $117,991 $117,835 $90,285 $68,201 Amortization of intangibles, net of tax (annualized) 5,538 5,237 6,192 5,938 4,698 4,364 $126,244 $121,904 $124,182 $123,773 $94,983 $72,565 Average shareholders' equity $1,473,945 $1,410,827 $1,367,333 $1,376,493 $1,181,941 $1,057,732 Less: Average intangible assets 745,458 712,466 718,507 717,031 599,851 564,448 Average tangible equity $728,487 $698,361 $648,826 $659,462 $582,090 $493,284 Operating return on average tangible equity 17.33% 17.46% 19.14% 18.77% 16.32% 14.71% Operating return on average tangible assets Operating net income (annualized) $120,706 $116,668 $117,991 $117,835 $90,285 $68,201 Amortization of intangibles, net of tax (annualized) 5,538 5,237 6,192 5,938 4,698 4,364 $126,244 $121,904 $124,182 $123,773 $94,983 $72,565 Average total assets $12,470,029 $12,004,759 $11,734,221 $11,782,821 $9,871,164 $8,906,734 Less: Average intangible assets 745,458 712,466 718,507 717,031 599,851 564,448 Average tangible assets 11,724,570 $ 11,292,292 $ 11,015,714 $ 11,065,790 $ 9,271,313 $ 8,342,286 $ Operating return on average tangible assets 1.08% 1.08% 1.13% 1.12% 1.02% 0.87% For the Quarter Ended Year Ended December 31, |