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| 8-K - FORM 8-K - FNB CORP/PA/ | d588309d8k.htm |
 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, |