Attached files
| file | filename |
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| 8-K - 8-K - FNB CORP/PA/ | d491475d8k.htm |
 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 |